RESTRUCTURING, TRANSACTION-RELATED ITEMS, AND IMPAIRMENT

9 Months Ended

Sep. 30, 2025

Restructuring and Related Activities [Abstract]

RESTRUCTURING, TRANSACTION-RELATED ITEMS, AND IMPAIRMENT

During the periods presented we recorded the following restructuring charges and transaction-related items.


	Successor			Predecessor
	Period From August 7 - September 30,			Period From July 1 - August 6,			Three Months Ended September 30,
	2025				2025			2024


Restructuring charges (a)		$	185		$	13		$	288
Transaction-related items		—			175			33

Restructuring and transaction-related items		$	185		$	188		$	321


	Successor				Predecessor
	Period From August 7 - September 30,				Period From January 1 - August 6,				Nine Months Ended September 30,
		2025				2025				2024
Severance (a)			185				$	190			$	513
Exit costs			—				65				31
Restructuring charges			185				255				544
Transaction-related items			—				199				51

Restructuring and transaction-related items			$	185			$	454			$	595

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

Restructuring Charges

Restructuring charges for the period from August 7 - September 30, 2025 (Successor) were comprised of severance costs of $185 million, principally associated with actions to align the business around our strategic priorities following the Transactions, including costs related to a plan under which severance payments are being provided to certain eligible employees who voluntarily elected to participate.

Restructuring charges for the Predecessor periods from July 1 - August 6, 2025 and January 1 - August 6, 2025 included severance costs of $13 million and $190 million, respectively, primarily associated with strategic changes in the global workforce in order to streamline the organization. Restructuring charges for the three and nine months ended September 30, 2024 (Predecessor) included severance costs of $288 million and $513 million, respectively, associated with strategic changes in our global workforce, and for the nine-month period also related to the exit of Paramount Global’s former CEO and other management changes.

Additionally, during the period from January 1 - August 6, 2025 (Predecessor) and the nine months ended September 30, 2024 (Predecessor), we recorded exit costs of $65 million and $31 million, respectively, primarily for the impairment of lease assets that we ceased use of in connection with initiatives to reduce our real estate footprint and create cost synergies. The impairments were primarily 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 future cash flows of the lease assets, and the carrying values.

The following is a rollforward of our restructuring severance liability, which is recorded in “Other current liabilities” and “Other liabilities” on the Consolidated Balance Sheets, and is expected to be substantially paid by the end of 2026.


				2025 Activity (Predecessor)					2025 Activity (Successor)
	Balance at December 31, 2024			Charges (a)		Payments and other			Charges (a)		Payments and other			Balance at September 30, 2025
TV Media		$	156	$	141		$	(98)	$	74		$	(32)		$	241
Direct-to-Consumer		36		5			(27)		9			(4)			19
Filmed Entertainment		46		17			(28)		43			(6)			72
Corporate		111		13			(71)		29			(11)			71
Total		$	349	$	176		$	(224)	$	155		$	(53)		$	403

(a) Excludes stock-based compensation expense of $30 million and $14 million for the periods from August 7 - September 30, 2025 (Successor) and January 1 - August 6, 2025 (Predecessor), respectively.

Transaction-Related Items

During the Predecessor periods from July 1 - August 6, 2025 and January 1 - August 6, 2025, we recorded $175 million and $199 million, respectively principally for banking, legal, advisory, and other professional fees relating to the Transactions, and transaction awards that became payable to eligible employees upon closing. During the three and nine months ended September 30, 2024, we recorded transaction-related costs of $33 million and $51 million, respectively associated with legal and advisory fees related to the Transactions.

Interim Impairment Testing (Predecessor)

FCC Licenses—For the second quarter of 2025 (Predecessor), as a result of recent declines in industry projections, interim impairment tests were necessary for six markets in which we hold FCC licenses. 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, and accordingly FCC licenses were tested for impairment at the geographic market level. The FCC licenses impairment tests were performed using the Greenfield Discounted Cash Flow Method, which estimates the fair values of FCC 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 industry projections and long-range inflation. The discount rate and the long-term growth rate were 7.5% and (2)%, respectively.

The impairment tests indicated that the estimated fair values of FCC licenses in each of the six markets tested were below their respective carrying values. Accordingly, an impairment charge was recorded during the second quarter of 2025 of $157 million to write down the carrying values of these FCC licenses to their aggregate estimated fair value.

During the second quarter of 2024, interim impairment tests were performed for eight markets in which we hold FCC licenses. The tests indicated that the estimated fair values of FCC licenses in two of the eight markets were below their respective carrying values. Accordingly, an impairment charge of $15 million was recorded to write down the carrying values of these FCC licenses to their estimated fair values. The impairment charges in each year were recorded within the TV Media segment.

During the third quarter of 2024, as a result of a further decline in industry-projected long-term growth rates, an interim impairment test was performed for each of our 14 markets with FCC license book values. The tests indicated that the estimated fair values of FCC licenses in five of the 14 markets were below their respective

carrying values. Accordingly, an impairment charge of $104 million was recorded 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%.

Goodwill—For the second quarter of 2024, the relevant factors that could impact the fair value of Paramount Global’s reporting units were assessed, 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, an interim goodwill impairment test was performed for each reporting unit. The goodwill impairment test for the Cable Networks reporting unit indicated that an 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, 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.

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