We perform fair value-based impairment tests of goodwill and intangible assets with indefinite lives, comprised primarily of television FCC licenses, on an annual basis, 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.

For the second quarter of 2024, we assessed the relevant factors that could impact the fair value of our reporting units, including indicators in the linear affiliate marketplace and the estimated total company market value indicated by the Transactions and the NAI Transaction announced on July 7, 2024. Based on this assessment, we determined that an interim goodwill impairment test was necessary for each of our five reporting units.

The impairment test for our Cable Networks reporting unit indicated that a goodwill impairment charge of $5.98 billion was required, which represented the goodwill balance of the reporting unit prior to the impairment test. The impairment charge, which was recorded within the TV Media segment during the second quarter of 2024, resulted from a downward adjustment to the reporting unit’s expected cash flows, primarily because of the linear

affiliate market indicators noted above, and the estimated total company market value indicated by the Transactions and the NAI Transaction. The estimated fair value of our Cable Networks reporting unit was based on the discounted cash flow method. The discounted cash flow method, which estimates fair value based on the present value of future cash flows, requires us to make various assumptions regarding the timing and amount of these 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 applicable reporting unit, which incorporate our long-term business plans and historical trends. The terminal value is estimated using a long-term growth rate, which is based on expected trends and projections for the relevant industry. 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. For the impairment test of our Cable Networks reporting unit, we utilized a discount rate of 11% and a terminal value that was based on a long-term growth rate of (3)%.

The fair values of the remaining reporting units exceeded their respective carrying values and therefore no impairment charge was required. Three reporting units had fair values that exceeded their respective carrying values by less than 10% and the remaining reporting unit had a fair value that exceeded its carrying value by a significant amount.

For the 2024 annual impairment test, we performed qualitative assessments for all of our reporting units with goodwill balances. For each reporting unit, we weighed the relative impact of reporting-unit-specific, industry, and macroeconomic factors, and considered changes in each since the second quarter quantitative impairment tests. The reporting unit specific factors that were considered included updated financial forecasts, actual performance and changes to the reporting units’ carrying amounts. For each industry in which the reporting units operate, we considered changes to revenue and earnings multiples of publicly traded companies with operations and economic characteristics comparable to each of our reporting units, growth projections from independent sources and significant developments within the industry. We also considered macroeconomic and market factors, including changes in interest rates and changes in our market capitalization.

Considering the aggregation of all relevant factors, we concluded that it is not more likely than not that the fair values of our reporting units are less than their respective carrying values. Therefore, performing a quantitative impairment test for these reporting units was unnecessary.

FCC licenses are tested for impairment at the geographic market level. We consider each geographic market, which is comprised of all of 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, 2024, we had 14 television markets with FCC license book values.

Quantitative impairment tests for our FCC licenses are performed using the Greenfield Discounted Cash Flow Method, which estimates the fair values of the licenses by valuing a hypothetical start-up station in the relevant market by adding discounted cash flows over a five-year build-up period to a residual value. The assumptions for the build-up period include industry projections of overall market revenues; the start-up station’s operating costs and capital expenditures, which are based on both industry and internal 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 long-term growth rate, which is based on projected long-range inflation and industry projections.

For the second quarter of 2024, we assessed the relevant factors that could impact the fair value of our FCC licenses, including projections by geographic market, and determined that quantitative interim impairment tests were necessary for eight television markets in which we hold FCC licenses. These tests, for which we used a discount rate of 8% and a long-term growth rate of 0%, indicated that the estimated fair values of FCC licenses in two of the eight markets tested were below their respective carrying values. Accordingly, we recorded an impairment charge of $15 million during the three months ended June 30, 2024 to write down the carrying values of these FCC licenses to their aggregate estimated fair value. The impairment charge, which was recorded within the TV Media segment, was primarily the result of recent declines in industry projections.

For the third quarter of 2024, as a result of a further decline in industry-projected long-term growth rates, we determined that a quantitative interim impairment test was necessary for each of our 14 markets with FCC license book values, which totaled $2.29 billion prior to the impairment tests. The tests indicated that the estimated fair values of FCC licenses in five of the 14 markets were below their respective carrying values. Accordingly, we recorded an impairment charge of $104 million during the three months ended September 30, 2024, to write down the carrying values of FCC licenses in these five markets to their aggregate estimated fair value. The impairment charge, which was recorded within the TV Media segment, was primarily the result of a reduction in the long-term growth rate utilized in the impairment tests to (2)%. The estimated fair values of FCC licenses in the remaining nine markets exceeded their carrying values by more than 10%.

For the 2024 annual impairment test, we performed qualitative assessments for nine television markets. For each market, we weighed the relative impact of market-specific and macroeconomic factors as well as the changes in these factors and their impact on discount rates and growth rates since our last quantitative test in the third quarter of 2024. The market-specific factors considered include recent projections by geographic market from both independent and internal sources for revenue and operating costs, as well as average market share. Based on the qualitative assessments, 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 a quantitative impairment test on these markets was unnecessary.

We performed a quantitative impairment test for the FCC licenses in the remaining five markets. The FCC licenses in these markets were written down to their fair value as of September 30, 2024 in connection with the third quarter 2024 interim impairment test discussed above. The discount rate and the long-term growth rate used in the annual test were 7.5% and (2)%, respectively. The annual impairment tests indicated that the estimated fair values of FCC licenses in each of the markets were below their respective carrying values. Accordingly, we recorded an impairment charge of $22 million within the TV Media segment during the fourth quarter of 2024 to write down the carrying values of these FCC licenses to their aggregate estimated fair value of $1.01 billion. This impairment charge was primarily the result of updated market data.

In addition, we performed a quantitative impairment test for our Australian broadcast licenses using the Greenfield Discounted Cash Flow Method, which indicated that the estimated fair value of these licenses was lower than their carrying value. Accordingly, we recorded an impairment charge of $8 million within the TV Media segment to write down the carrying value of these licenses to $13 million.

For the 2023 annual test for FCC licenses, we performed a quantitative impairment test for eight U.S. television markets. The impairment tests indicated that the estimated fair values of FCC licenses in five of the markets were below their respective carrying values. Accordingly, we recorded an impairment charge of $83 million to write

down the carrying values of these FCC licenses to their aggregate estimated fair value. The impairment charge, which is recorded within the TV Media segment, was primarily due to increased market volatility and higher interest rates in the fourth quarter of 2023 compared to the prior quarters of 2023 and the fourth quarter of 2022, which resulted in a higher discount rate.


	Balance at					Foreign		Balance at
	December 31, 2023			Impairment		Currency		December 31, 2024
TV Media:
Goodwill		$	24,522	$	—	$	(27)		$	24,495
Accumulated impairment losses		(13,354)		(5,981)		—			(19,335)
Goodwill, net of impairment		11,168		(5,981)		(27)			5,160
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		29,870		—		(27)			29,843
Accumulated impairment losses		(13,354)		(5,981)		—			(19,335)
Goodwill, net of impairment		$	16,516	$	(5,981)	$	(27)		$	10,508


	Balance at			Acquisitions /		Foreign		Balance at
	December 31, 2022			(Dispositions)		Currency		December 31, 2023
TV Media:
Goodwill		$	24,505	$	(12)	$	29		$	24,522
Accumulated impairment losses		(13,354)		—		—			(13,354)
Goodwill, net of impairment		11,151		(12)		29			11,168
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		29,853		(12)		29			29,870
Accumulated impairment losses		(13,354)		—		—			(13,354)
Goodwill, net of impairment		$	16,499	$	(12)	$	29		$	16,516


			Accumulated
At December 31, 2024	Gross		Amortization		Net
Intangible assets subject to amortization:
Trade names	$	241	$	(166)	$	75
Licenses	127		(68)		59
Customer agreements	121		(103)		18
Other intangible assets	238		(196)		42
Total intangible assets subject to amortization	727		(533)		194
FCC licenses	2,165		—		2,165
International broadcast licenses	13		—		13
Other intangible assets	34		—		34
Total intangible assets	$	2,939	$	(533)	$	2,406


			Accumulated
At December 31, 2023	Gross		Amortization		Net
Intangible assets subject to amortization:
Trade names	$	242	$	(154)	$	88
Licenses	129		(62)		67
Customer agreements	124		(102)		22
Other intangible assets	239		(192)		47
Total intangible assets subject to amortization	734		(510)		224
FCC licenses	2,306		—		2,306
International broadcast licenses	25		—		25
Other intangible assets	34		—		34
Total intangible assets	$	3,099	$	(510)	$	2,589