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CORRESP
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CORRESP

 February 6, 2025

VIA EDGAR

Re: 

Paramount Global

  

Form 10-K for the Fiscal Year Ended December 31, 2023

Form 10-Q for the Nine Months Ended September 30, 2024

File No. 001-09553

 Inessa Kessman

 Robert
Littlepage

 Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549

 Dear Ms. Inessa Kessman and Mr. Robert Littlepage:

This letter sets forth the response of Paramount Global (the “Company” or “Paramount”) to the comment letter
from the staff (“Staff”) of the Commission’s Division of Corporation Finance, dated January 31, 2025, with respect to the Form 10-K for the year ended December 31, 2023 filed by
the Company on February 28, 2024 (SEC File No. 001-09553) (the “Form 10-K”) and the Form 10-Q for the
nine months ended September 30, 2024 filed by the Company on November 8, 2024 (SEC File No. 001-09553) (the “Form 10-Q”). To assist your
review, we have retyped the text of the Staff’s comment in italics below. Unless otherwise defined below, terms defined in the Form 10-Q or Form 10-K, as the case
may be, and used below shall have the meanings given to them in the applicable Form 10-Q or Form 10-K.

Form 10-Q for the Nine Months Ended September 30, 2024

Notes to the Consolidated Financial Statements

 2)
Programming and Other Inventory, page 13

1.
 We note your response to prior comment 1. Please explain what were your normal routine impairments that took
place in 2023 and 2024. Tell us how you determined they were different from the strategic impairments.

 We review our
programming assets for potential impairment triggers each quarter, in accordance with ASC 926-20-35-12. Our normal routine
impairments generally result from the impact of the actual or expected performance of our content in the marketplace. These normal routine impairments in 2023 and the first nine months of 2024 totaled $92 million and $68 million,
respectively, and were triggered by a number of factors, including:

•

 Adverse changes in the expected performance of certain of our theatrical films, prior or subsequent to its
theatrical release;

•

 Content produced for licensing to a third party that was no longer expected to attract the level of licensing
revenue initially expected based on the performance of similar content in the market; and

•

 The abandonment of series that were cancelled and no longer intended to be utilized on our platforms.

 The strategic impairments, in contrast, resulted from intentional decisions and actions taken by management to implement
a strategic change in our global streaming strategy designed to program our streaming service more efficiently. Specifically, the integration of Paramount+ and Showtime Networks’ subscription streaming service (“Showtime OTT”) into a
single product offering consolidated our programming assets and customer base into one service with increased scale, and our shift to a global programming strategy reflected our insight that our customers valued the U.S.-based content more than the
localized programming we had developed in the individual international markets we operated in. These actions differed from our normal routine impairments as such actions were driven by large-scale decisions by Company management to change the way we
curated our programming prospectively and align the programming on our services to increase programming efficiency. The strategic impairments in 2023 and the first nine months of 2024 totaled $2.37 billion and $1.12 billion, respectively.

 As noted above, we review our programming assets for potential impairment triggers, whether or not described as “normal routine”
or “strategic”, as required and in accordance with ASC 926-20-35-12. The use of the terms “normal routine” or
“strategic” are meant only to indicate to users of our financial statements the nature of the circumstances and events resulting in the impairment but does not change the accounting treatment or the Company’s accounting practices with
respect to the review of programming assets for potential impairment triggers each quarter.

 3) Impairment, Restructuring and Transaction-Related
Costs, page F-13

2.
 We note your response to prior comment 2. Please expand your response to explain in detail your
consideration of the guidance in ASC 350-20-35-66 and the triggering event examples in ASC 350-20-35-3(C). Your response should address all of the examples and explain why you believe they were or were not applicable. In this regard, we note in your response
to comment 1 of your letter dated December 16, 2024 you said, “the programming charges that occurred in 2023 and 2024 were due to major strategic changes that resulted in the removal of significant levels of content from our platforms,
abandonment of development projects and termination of certain programming agreements,” “[i]n connection with these strategic changes, in 2023, we combined Paramount+ and Showtime into a single integrated product offering across both the
linear and streaming services and began a strategic review of our international content portfolio in order to rationalize our international product offerings as we shift to a global programming strategy,” and “[t]he removal of this content
from our platforms was a triggering event that required us to assess whether the affected programming assets were impaired.” In light of these statements we continue to struggle to understand why such events and circumstances were not
considered a triggering event to test for goodwill impairment. We specifically refer you to examples (e) and (f) in ASC
350-20-35-3(C). In addition, it appears your share price significantly declined in the second quarter 2023 and has not recovered.
Tell us why this was not considered a trigger event. We refer to example (g) in ASC 350-20-35-3(C).

 In our previous response, we advised the Staff that we considered the guidance in ASC
350-20-35-66 in evaluating goodwill for impairment triggers on a quarterly basis. For clarity, we intended to reference the
guidance in ASC 350-20-35-28 and 30, which includes consideration of the

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triggering event examples in ASC 350-20-35-3(C). The Company respectfully
advises the Staff that on a quarterly basis it assesses the triggering events in ASC 350-20-35-3(C) to determine whether these
factors indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying value. As outlined more fully below, based on our quarterly assessments for each of the four quarters of 2023 and the first quarter of
2024, and our 2023 annual impairment test during the fourth quarter of 2023, after considering the impact of the factors in ASC
350-20-35-3(C), we estimated that the excess of the fair value over the carrying value ranged from
37%-101% across all of our reporting units throughout this period, with the Cable Networks reporting unit having the lowest amount of estimated headroom of 37% in our 2023 annual test; therefore in our
judgment there was no event that triggered a quantitative goodwill impairment test during any of the four quarters of 2023 or the first quarter of 2024.

During the second quarter of 2024, a significant change occurred. As described more fully below, during this quarter the quantitative goodwill
impairment test was triggered. This change was a result of new information not known or knowable prior to the second quarter of 2024, including (i) significant indicators in the linear affiliate marketplace that were driven by the renewal of a
major affiliate agreement in May 2024, as well as (ii) the estimated total Company market value indicated by the Transactions and the NAI Transaction entered into on July 7, 2024.

*****

 The Company conducts a
robust goodwill impairment trigger assessment on a quarterly basis. In doing so, we consider reporting-unit-specific, industry, and macroeconomic factors, including but not limited to, discount rates, long-term growth rates, updated financial
forecasts, actual performance, changes to the reporting units’ carrying amounts, industry growth projections from independent sources, significant developments within the industry and changes in our market capitalization. We also estimate the
quantitative impact of these factors taken together, in relation to the headroom in our most recent quantitative annual impairment test to determine whether these factors indicate that it is more likely than not that the fair value of a reporting
unit is less than its carrying value. We also perform an annual goodwill impairment test during the fourth quarter of each year. This test may be qualitative or quantitative in accordance with the requirements of ASC
350-20-35.

 In 2022, we performed a quantitative test for
all but one of our reporting units, and in 2021 we performed a quantitative test for the other reporting unit, CBS Entertainment. The estimated fair values determined in these quantitative tests exceeded the respective carrying values by 91% and 80%
for the two reporting units in our TV Media segment (CBS Entertainment and Cable Networks), respectively, and by over 100% for each of the two reporting units in the
Direct-to-Consumer (“DTC”) segment (Paramount+ and Pluto TV) as well as the Filmed Entertainment reporting unit, providing us with significant headroom.

In our 2023 annual impairment test, we performed a qualitative test considering the aggregation of all relevant factors and concluded that in
our judgment it was not more likely than not that the fair values of our reporting units were less than their respective carrying values. Therefore, performing a quantitative impairment test for these reporting units was unnecessary.

Based on our quarterly assessments for each of the four quarters of 2023 and the first quarter of 2024, and our 2023 annual impairment test
during the fourth quarter of 2023, after considering the impact of the factors in ASC 350-20-35-3(C), we estimated that this
excess of the fair value over the carrying value ranged from 37%-101% across our reporting units throughout this period, with the Cable Networks reporting unit having the lowest amount of estimated headroom of
37%

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in our 2023 annual impairment test. We therefore concluded that while there were indicators that the fair value of most of our reporting units declined, in our judgment it was more likely than
not that the fair value of each of our reporting units exceeded their carrying values by a substantial amount throughout this period.

 In
addition, we note that all of the impairment charges that were taken during 2023 and the first quarter of 2024 relate to either (i) the “normal routine” impairment charges we describe in our response to comment #1 above, or
(ii) major strategic changes that resulted in the removal of significant levels of content from our platforms, abandonment of development projects and termination of certain programming agreements. These impairments primarily impacted
programming produced for our streaming services and are entirely distinct from the renewal of a major affiliate agreement in May 2024 which impacted the TV Media reporting units, as well as the estimated total company market value indicated by the
Transactions and the NAI Transaction entered into on July 7, 2024. In fact, we experienced affiliate contractual rate increases within each of the TV Media reporting units throughout the period. We further note that we considered the events
that resulted in the programming impairment charges in 2023 and in the first quarter of 2024 at such times and concluded that none of those events indicated a goodwill impairment trigger, as described more fully in paragraphs e. and f. below.

As requested, a detailed discussion of our consideration of each of the examples in ASC 350-20-35-3(C) is set forth below.

a.
 Macroeconomic conditions such as a deterioration in general economic conditions, limitations on accessing
capital, fluctuations in foreign exchange rates, or other developments in equity and credit markets.

 We determined
that the impact of this factor was neutral to our reporting unit fair values during 2023 and through the first quarter of 2024. Gross domestic product, a common indicator of economic conditions, grew 2.5% in 2023 and 1.3% in the first quarter of
2024. In addition, the impact of foreign exchange rates is not generally material to our business. Our assessment indicated that macroeconomic factors resulted in higher interest rates during 2023. To assess this impact on the fair value of our
reporting units, we:

•

 evaluated the potential impact of changes in interest rates relative to the discount rates used in our most
recent quantitative impairment tests; and

•

 compared the discount rates being used by industry analysts during the period to the discount rates used in our
most recent quantitative impairment tests.

 While we noted higher interest rates, we assessed that the impact of a
similar increase to the discount rates used in our most recent quantitative impairment test would not be significant in relation to the significant headroom in that test. We further noted that the discount rates used by analysts in reports published
throughout the period were similar or favorable to those used in our most recent quantitative tests. Furthermore, we did not experience any limitations on our ability to access the capital markets nor were we impacted by any other developments in
the equity or credit markets.

b.
 Industry and market considerations such as a deterioration in the environment in which an entity operates,
an increased competitive environment, a decline in market-dependent multiples or metrics (consider in both absolute terms and relative to peers), a change in the market for an entity’s products or services, or a regulatory or political
development.

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 We determined that the impact of this factor was negative to the fair value of our two TV
Media reporting units and positive for the DTC and Filmed Entertainment reporting units. As part of our assessment for potential impairment triggers for each reporting unit, on a quarterly basis, we review revenue and earnings multiples of publicly
traded companies with operations and economic characteristics comparable to each of our reporting units (“comparable company trading multiples”). We assess the impact of these multiples applied to our latest projections for the applicable
earnings metrics to estimate changes to the amount that the fair value of the reporting unit exceeds its carrying value. We also assess the environment in which each reporting unit operates, including the competitive landscape, customer demand and
regulatory and political developments.

 Within the TV Media segment, the cable and broadcast industries have been affected by negative
revenue trends as customers shift from linear to digital platforms, including declining advertising revenues and subscribers. These negative trends are reflected in declines to the comparable company trading multiples. Specifically, for Cable
Networks, average comparable company trading OIBDA multiples used in our assessment through the end of 2023 declined by 0.3x from the last quantitative impairment test conducted in 2022, with an additional decline of 0.7x in the first quarter of
2024 and average comparable company trading revenue multiples declined by 0.5x through the end of 2023 and remained relatively consistent in the first quarter of 2024. For CBS Entertainment, average comparable company trading OIBDA multiples used in
our assessment through the end of 2023 were relatively consistent with those used in our last quantitative impairment test and subsequently declined by 0.9x in the first quarter of 2024. These impacts were mitigated by affiliate contractual rate
increases, and continued strength in advertising for sports, which limited the impact of advertising declines at CBS Enterta