Good afternoon. My name is Felicia and I'll be the conference operator today. At this time, I would like to welcome everyone to Paramount Global's Q2 2024 Earnings Conference Call. [Operator Instructions] At this time, I would like to turn the call over to Jaime Morris, Paramount Global's EVP, Investor Relations. You may now begin your conference call.

Good afternoon, everyone. Thank you for taking the time to join us for our second quarter 2024 earnings call. Joining me for today's discussion are Paramount's Co-CEOs, Brian Robbins, Chris McCarthy and George Cheeks; and our CFO, Naveen Chopra. Please note that in addition to the earnings release, we have trending schedules containing supplemental information available on our website. Before we start this afternoon, I want to remind you that certain statements made on this call are forward-looking statements that involve risks and uncertainties. These risks and uncertainties are discussed in more detail in our filings with the SEC. Some of today's financial remarks will focus on adjusted results. Reconciliations of these non-GAAP financial measures can be found in our earnings release or in our trending schedules which contain supplemental information and in each case, can be found in the Investor Relations section of our website. Now, I will turn the call over to Brian.

Good afternoon, everyone. Thank you for joining our second quarter earnings call. I'm Brian Robbins and I'm here with my fellow CEOs, Chris McCarthy and George Cheeks. Today, we look forward to updating you on the results of the quarter and the progress we have made on our strategic plan. That includes streamlining the organization, transforming D2C and optimizing our asset mix. We have been aggressively advancing this plan since we laid it out at our Annual Meeting of Stockholders in early June. But before we jump in, we'd like to spend a few moments on the transaction with Skydance Media. As you know, on July 7, Paramount Global announced the signing of a definitive merger agreement with Skydance which includes a 45-day go-shop period. We expect the deal to close in the first half of next year. In the meantime, the Skydance and RedBird teams support our strategic plan and we are continuing to operate business as usual. With that, let's get into our second quarter results and share more details of our progress. Then Naveen will take us through the financials in depth. In the quarter, we saw strong results both in terms of our financials and our content. A few highlights include 43% growth in total company adjusted OIBDA, largely driven by improvement in D2C. Paramount+ increased revenue 46% year-over-year. Our content continues to show strength across TV, streaming and theatrical. And we renewed and expanded our long-standing partnership with one of our largest affiliates, Charter. As we said before, we've been very focused on modernizing our relationships with distributors and this innovative multiyear partnership with Charter is a prime example of how we're doing that. The renewal includes the continued carriage of our portfolio of linear cable networks and CBS-owned and operated broadcast stations. Also around Labor Day, our Paramount+ essential ad-supported tier will be available to Charter's linear customers. Together, we're enhancing the value we're delivering for our consumers, providing them even more ways to watch our big broad hits across linear and streaming. And for us, it has the potential to expand reach and engagement, lower our customer acquisition costs and yield much lower churn. And we view this as one potential partnership road map for future distributor renewals. In addition to Charter, just last week, we announced a multiyear agreement with Nexstar to renew CBS television network affiliations in 40 markets across the country. So we continue to have good momentum with our partners. Now, I'd like to turn the call over to Chris to take you through the upfront and the highlights of our plan.

Thank you, Brian and good afternoon, everyone. We are pleased with our upfront results, particularly in the context of the evolution of the ad market and the scale of new entrants. Linear volume trends were in line with last year and CPMs were up on a blended basis, driven by sports and broadcast which were relatively strong. The digital marketplace was also healthy. We secured commitments in excess of $1 billion across our streaming portfolio, reflecting both the quality and the scale of our assets. With our mix of pay and free, we offer the most efficient reach across premium video. Now let's walk through the progress we're making against our strategic plan, starting with streamlining the organization. We announced in June that we've identified $500 million in annual run rate cost savings across the company. This $500 million is included in the $2 billion of cost efficiencies identified by Skydance. To realize these savings, we are reducing our U.S.-based workforce by approximately 15%. And we are primarily focused on 2 areas: first, redundant functions within marketing and communications; second, streamlining our corporate structure, reducing our head count in finance, legal, technology and other support functions. These actions will take place in the coming weeks and will largely be completed by the end of the year. As you can imagine, these are difficult decisions to make. We have incredibly talented people at Paramount and these actions are not a reflection of their contributions. Rather, they are necessary to transform our organization for the future. Next, transforming streaming. We are pleased with the progress that we've made and the performance of our Direct-to-Consumer segment. In Q2, year-over-year profit growth was $450 million and totaled nearly $900 million for the past 4 quarters. For the fourth year in a row, Paramount+ is…

Thanks, Chris. Our core mission centers on what we do best: creating big, broad hits. This is our first priority as well as our competitive advantage. Now in Q2, we had a number of key wins. CBS finished the '23-'24 season as the number 1 broadcast network in total viewers for the 16th consecutive year, with 8 of the top 10 shows and the 3 most watched new broadcast series with Tracker, Elsbeth and NCIS Sydney. On Paramount+, our strong slate drove excellent results, including the return of Mayor of Kingstown, Criminal Minds, Evil, RuPaul's Drag Race and The Chi. We also launched new shows like the South Park special, The End of Obesity, the Sonic the Hedgehog spin-off series Knuckles and A Gentleman in Moscow from Showtime. Q2 brought Bob Marley: One Love and the UEFA Champions League Final to P+ as well. On Comedy Central, The Daily Show with Jon Stewart is posting significant performance gains while engagement on Paramount+ is outperforming last season by over 7x. Over at Paramount Pictures, John Krasinski's IF delivered another number 1 domestic box office launch. And A Quiet Place: Day One saw franchise best performance, beating industry expectations and grossing over $250 million in worldwide box office to date. Now to keep this momentum going, we plan the most ambitious slate yet for Paramount+. This includes new seasons of Taylor Sheridan's hit series Tulsa King in September, Lioness in October and the new series Landman in November as well as the series finales of Evil and SEAL Team. The Showtime slate kicks off with a new series The Agency from George Clooney. And in December, Showtime's biggest franchise ever returns with Dexter: Original Sin. Also heading to Paramount+ are recent box office hits, the new CBS primetime slate, the new NFL…

Thank you, George and good afternoon everyone. Our Q2 results demonstrate strong execution, continued evolution of our distribution and monetization strategies and the ongoing power of our creative engines. Financially speaking, this translated to 43% growth in adjusted OIBDA, reflecting significant improvement in our D2C business which is delivering healthy top line growth and improved operating margin. Additionally, balance sheet leverage improved by 1/3 of a turn since the end of Q1. As always, you'll find a comprehensive review of Q2 results in our press release. So today, I'm going to focus on a few areas of note. First, advertising. In Q2, Direct-to-Consumer advertising grew 16%, benefiting from increased viewing hours across Paramount+ and Pluto TV, along with higher CPMs. In TV Media, overall domestic advertising trends were negatively impacted by the fact that sports comprised a smaller share of inventory than it has in recent quarters. This dynamic somewhat masked the fact that year-over-year growth in nonsports domestic advertising improved relative to Q1. On a total company basis, advertising declined 6% in the quarter. Looking ahead, we expect D2C advertising growth in Q3 to be similar to Q2. And in linear, we expect advertising trends in the second half of '24 to improve with the return of live sports, new fall programming and contribution from political spend. Next, let me turn to affiliate and subscription revenue which grew 1% in Q2. As a reminder, last year's second quarter included a Showtime pay-per-view event that did not take place this year due to our exit from Showtime Sports at the end of 2023. This comparison reduced the Q2 growth rate by 250 basis points. D2C subscription revenue grew 12% in the quarter, with Paramount+ subscription revenue up 50% year-over-year. Paramount+ finished the quarter with 68.4 million subscribers which is 2.8…

Thank you. The first question comes from Michael Morris from Guggenheim.

I wanted to follow up first on Brian's comments about operating the business during the period between now and when the Skydance transaction will close. How are you ensuring that these steps that you're taking on things like strategic partnerships that you referenced, how are you making sure that those are aligned with the long-term goals after that transaction is completed? Is Skydance involved in these things during the interim period? And then also, how do you keep the teams motivated when there's some uncertainty about what the future may hold for the business? So that's my first question. And then maybe for Naveen, on the goodwill charge, you noted the recent indicators in the linear affiliate marketplace were part of what triggered that. Could you expand on that at all? What were the recent indicators? Did it have to do with the Charter agreement? And given that cord cutting has been going on for quite a while, why was now the time that, that was triggered beyond just the transaction as you mentioned?

Sure, Mike. This is Brian. I'll jump in first. As I said in the prepared remarks, Skydance is very supportive of our strategic plan. It's business as usual for us and we continue to greenlight projects in the normal course of business. Now in terms of Skydance involvement, it is what you would expect in any M&A transaction. There are very specific limited things that we will consult with them on. But to the second part of your question, we are just aggressively advancing our strategic plan with our teams. We've talked during the prepared remarks about our actions to streamline the organization, our focus on exploring partnerships as we transform Paramount+ for the future and the ongoing discussions to optimize our asset mix. And we believe our plan will create value for shareholders over the long term.

Thanks, Brian. And so Mike, let me respond to your question on the goodwill impairment charge. There's really a couple of things going on there. So first, obviously, linear declines are part of the analysis here. But the other part of this is that really drives the magnitude of the goodwill impairment charge, is the value that's implied by the Skydance transaction because the way the accounting works on this is we need to reconcile the value of our individual reporting units with the enterprise value for the entire company that's implied by the transaction. So it's really the combination of those things. And what that results in is the basically $6 billion noncash goodwill impairment charge that is specific to our cable network reporting unit.

The next question comes from Robert Fishman from MoffettNathanson.

Anything more that you all can share on how you're approaching exploring the licensing of Paramount+ content? Maybe just originals or just broadly speaking. Or are you evaluating that licensing in the context of the other JV structures that you were talking to? And then on a separate note, just trying to understand any updated thoughts or how you guys are thinking about using premium sports as part of Paramount+ and whether or not the Charter deal or future distribution agreements that include Paramount+ influence those strategies given the importance that NFL and other content is to the -- within the pay TV ecosystem.

Robert, it's Chris. I'll take the first half of that and then I'll pass to George to talk about the sports piece. First, let me start by saying we're very pleased with the success that we've had to date with Paramount+. We've amassed 68 million global subscribers. And the power of our content, both our originals and our library, is doing the hard work here. It's driving a lot of that -- those subscribers and driving our business. Now as we look forward in 2025, we're on path to hit domestic profitability. But we think there's an opportunity to accelerate that both just in domestic and globally. And so we're looking at a series of opportunities, whether they come in the form of strategic partnerships or joint ventures. And really the benefit here is to get greater scale, better improve our content offering, reduce our costs and drive long-term value and increase profits both in the short term and the long term. And we're exploring all these opportunities and we're going to be very opportunistic about that. So that includes a series of partnerships that could potentially involve some licensing. But we'll also be licensing content in addition to that. So let me pass it over to George to talk about sports.

Thanks, Chris. So on the sports point, so basically, our strategy here and our focus is that broadcast and streaming together drive an unduplicated audience and really resolve linear and streaming growth. So when we look at our sort of sports portfolio, we're looking at it through both angles because the beauty of this is that we're seeing growth on both sides. For example, last NFL season, NFL on CBS was up 5% year-over-year and the streaming audience on Paramount+ is up more than 50%. So we're seeing growth for our affiliates and we're seeing growth in streaming.

Next question comes from Ben Swinburne from Morgan Stanley.

Naveen, could you tell us a little bit about how you're thinking about free cash flow second half of the year and kind of where you think leverage might end at year-end, to the extent you can share that with us? And then, I think one of the areas that you guys have talked about kind of re-evaluating or evaluating are your international streaming plans. And I know you mentioned the changes in South Korea. But what's the update there? Do you guys see an opportunity to kind of optimize this business outside the United States and maybe improve the profitability or reduce the losses there? Just would be interested in an update on that front as well.

Yes. So Ben, I'll take the first part of your question on cash flow and then I'll turn it over to Chris to comment on our thoughts on international streaming. I think the cash flow answer is actually pretty straightforward. We said at the beginning of the year that our plan was to deliver growth in free cash flow in '24, alongside significant growth in OIBDA -- adjusted OIBDA. And I continue to see the year playing out that well -- excuse me, playing out that way. So, no real change to our expectations. Chris?

Thanks, Naveen. Ben, listen, today, we have a global footprint with Paramount+ and Pluto. And moving forward, we continue -- we expect to have -- or we plan to have, excuse me, a global footprint. Now how that footprint looks may change. We're going to be very opportunistic about exploring all of our options here. The overwhelming majority of the economics are going to be driven out of the U.S. market as they are today in the content space. And so we want to be -- take a thoughtful approach about how we look at each market internationally. Now that can come in the form of strategic partnerships with maybe platforms who already have a great, tremendous amount of reach and a platform, in which case, we'll be reducing our cost by not having to have our own platform. Or they could come in the form of a joint venture with one or more SVOD players, in which case, we could get greater scale and increase long-term value and drive greater profits. So we have lots of interest from many different partners in this area and we're exploring all of that. And we look forward to updating you as we progress.

Next question comes from Rich Greenfield from LightShed Partners.

I got a couple. First, just from a very high level, I think you've all talked about the $500 million being inclusive of the $2 billion from Skydance. Skydance is a pretty small company in the scheme of the media world. Could you help us understand what of the $2 billion couldn't you accomplish without Skydance, meaning could the $500 million be more like $1.5 billion on your own? Just trying to understand the difference between those 2 cost-cutting numbers. And then on the Charter agreement that you referenced, you're going to obviously now be giving Paramount+ to, I think, about 9 million to 10 million Charter's video subscribers. Do you actually shift the allocation, meaning if I think about how you account for this between your various divisions, is there now a reduction in how much affiliate revenue is going to the linear networks with a commensurate allocation of dollars to Paramount+? I'm just trying to understand as you turn this on to those subscribers. And then just a housekeeping point, I think you mentioned, is it only Charter's or subs that activate that you get -- that are counted? Or does every subscriber get Paramount+ and is treated as a subscriber on Paramount's books?

Rich, it's Naveen. I'll try to touch on all of those. So starting with your question on cost savings, as you pointed out, we're moving forward on $500 million of cost savings. But I think it's important to understand that that's sort of step one. We are also working on a variety of other cost reduction plans that are part of our long-term plan. Those are significant. They're material. They won't all happen necessarily at the same point in time. And they go beyond headcount. We've made -- most of the $500 million savings that you'll see in the near term is head count related but we do think that there are opportunities to significantly reduce costs in other areas as well. And those plans, I think, have helped inform a number of the ideas that comprise the $2 billion that Skydance has referenced. With respect to your question on the Charter deal, sort of in reverse order, the way that this works is, yes, subscribers who activate that benefit, if you will, meaning they associate their Charter account with a set of P+ credentials, those are subs that we will count as Paramount+ subscribers. And if someone does not activate them, they don't count as a sub. And when they do activate, then we start to allocate a certain amount of the fees that we receive from Charter to P+. What you'll see in our externally reported financials as a result of that is that the revenue from deals like Charter, where we're providing Paramount credentials in a bundle, will be split or be shared between the TV Media segment and the D2C segment.

The next question comes from John Hodulik from UBS.

Just a follow-up to Richard's question. Just anything you could tell us about -- and maybe it doesn't matter anymore because it's all blended together but just the linear pricing you got on the Charter side, on the Charter deal? And then I guess from a D2C standpoint, the subscribers have to activate for you guys to get paid. But number one, are you guys going to sort of market the service? Or what can you do to sort of drive penetration within those Charter sub base? And then do they -- is there an engagement or sort of consumption issue as well? Once they activate once, then you sort of get paid going forward. Just any color? I'm just trying to get a sense of really what the overall economics of that deal are.

Yes, sure, John. It's Naveen again. Let me try to clarify that a little bit. I think it may be helpful to remember that the way that we structure our deals with distributors and I'm not going to get into any specific deal, is with a focus on total company economics. That used to be largely about cable and broadcast and premium linear networks. Now it includes all of those things plus, obviously, Paramount+. And so independent of how those things may be delineated for contractual purposes, for our financial reporting, we allocate those fees between, as I said earlier, our TV Media segment and our D2C segment. So the revenue that we receive is not contingent on whether somebody activates or not. It's all part of the overall economics of our arrangement with the distributor.

The next question comes from Steven Cahall from Wells Fargo.

So Naveen, just a few more on Paramount+ profitability. Can you talk about the value of content that you expect on Paramount+ this year from an amortization perspective, especially as you move into the back half of the year when it's a little heavier? And with the guidance you have for next year, how much do you think that content value is going to grow in '25? And just a housekeeping one on it. You said you'll be profitable for Paramount+ in 2025. Is that different from -- for 2025 [ph] as in a positive number for the full year? And then also, George, CBS affiliates, some out there have been indicating that reverse comp fees should really start to moderate or even decline because of the shift to streaming with things like Paramount+. How do you think about those station affiliate relationships and what their fair cost is of CBS national programming? I think a lot of TV station margins are a lot higher than the CBS networks margin. So I'm just wondering about what you think is a fair way to share those economics, especially as the company is entering into this cost cutting and more cash-generative mode that you all talked about.

Yes. Steve, it's Naveen. I'll start on the first part and then hand it to George to address the second part. So in terms of content expense on Paramount+, a few things to keep in mind. So number one, obviously, 2024 is going to look sort of different on a year-over-year basis relative to '23 just given that it was a highly strike impacted year in '23 and we're going to have more content in the back half of '24 than we did last year. Also remember that there is seasonality in our content expense. So one of the reasons that Paramount+ was profitable -- excuse me, the D2C segment was profitable in Q2 was because it was a lighter quarter in terms of content. In particular, we don't have as much sports expense in the quarter as we do in the back half of the year. And that, frankly, is one of the reasons why the main goal we're focused on and this relates to the other part of your question, is driving domestic profitability for Paramount+ in 2025 which is intended to be a full year goal. And I think that is obviously the more important measure of profitability, is making sure that the business is profitable not just in a particular quarter but on a full year basis. George?

Sure. So Steve, we're keenly aware of the changing industry dynamics and the challenges that our affiliates are facing. Now our role as a network in this partnership is to provide best-in-class content with maximum reach. And this means we've got to continue to invest in producing hit shows, our news programming and investing in sports rights. Now in terms of the fair value, the fair value is really determined by the strength of our content offering. And the good news here is that CBS is delivering on all fronts. I mean we're number 1 in prime, number 1 in daytime, number 1 in late night. We have an incredible sports portfolio led by the NFL but including college football, NCAA and golf. So again, our job is to make sure that we're providing best-in-class content for our affiliates to justify the content fees that we charge them.

Thanks, Steve. Operator, we have time for one last question.

The last question comes from Bryan Kraft from Deutsche Bank.

I had two, if I could. Just first, how is the company approaching licensing Paramount's content to third parties relative to the prior regime? And related, I know Naveen talked about the outlook for the rest of this year for licensing and I realize there are a lot of moving pieces with the strikes. But the question is whether you think after 2024 licensing will still be a growth driver for the company. And then the second one is just I was wondering if -- you talked a bit about the importance of sports. Would you be interested in -- or will you pursue additional sports rights that might be coming up for renewal over the next couple of years that you don't currently have in this interim period before the merger closes? Or is that something that would be revisited kind of post-merger?

Sure, Bryan. This is Brian. I'll take the first part of the question. For us, licensing is not either/or. It's actually more. It's about driving more revenue, more reach and more relevance for our content. But first and foremost, I think we're focused on maximizing the first-run value of our content on our owned and operated platforms and channels, whether that's through advertising, affiliate or subscription revenues. And then, of course, windowing is key and it always has been key. And we will still continue to license our content to third-party platforms. And fortunately for us, our content is in demand. It's in demand from consumers and it's in demand from other platforms. And we believe that not only do we drive more revenue by licensing to third-party platforms but it also increases the demand of that content on our own platforms by opening it up to new eyeballs on other people's platforms and then driving back to our own. So we will continue to license. We're very focused on creating the greatest opportunity while continuing to control our IP. And there's always going to be timing dynamics that are reflected in performance but given the power of our content and IP, long term, licensing is a compelling business for us.

And this is George then on the -- on your sports question, Bryan. So first of all, I would say we feel really, really good about our current sports portfolio. We've got our core marquee franchises. But that being said, we'll always be opportunistic. In fact, we recently closed two soccer deals with EFL and Serie A. So we will always be open in the market but we're going to always take this disciplined approach and make sure that our goal is to ensure that we're giving the right sports portfolio for both broadcast and for streaming.

Thanks, George. And this is Chris. I'm going to close it out. And on behalf of my fellow co-CEOs, we'd like to thank you for joining us for our call today. As you can see from our results, we're off to a very strong start in the first half of the year, executing well against our strategic plan. We continue to deliver some of the biggest, broadest hit TV series and blockbuster films with a high hit ratio. And our performance this quarter reflects the power of that content and the actions that we've taken to strengthen the company. Now looking ahead, we're clear-eyed about the additional work that needs to happen and we are confident we will deliver. We look forward to updating on our progress. Thank you everyone for joining us and have a good evening.

Thank you everyone. This concludes today's call. [Operator Closing Remarks].