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What changed in News Corp (Class B)'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of News Corp (Class B)'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+524 added−625 removedSource: 10-K (2025-08-06) vs 10-K (2024-08-13)

Top changes in News Corp (Class B)'s 2025 10-K

524 paragraphs added · 625 removed · 420 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

126 edited+22 added−62 removed67 unchanged
Biggest changeThe following table provides information regarding the digital platforms (excluding off-platform distribution) for certain Dow Jones segment consumer products: FY2024 Average Monthly Visits (1) FY2024 Average Monthly Unique Users (2) WSJ 115 million 37 million MarketWatch 55 million 20 million WSJDN 195 million 71 million ________________________ 6 Table of Contents (1) Includes visits via websites and mobile apps based on Adobe Analytics for the 12 months ended June 30, 2024.
Biggest changeFor bundled products that provide access to the print product only on specified days and full digital access, one print subscription is reported for each day that a print copy is served and one digital subscription is reported for each remaining day of the week. 3 Table of Contents The following table provides information regarding the digital platforms (excluding off-platform distribution) for certain Dow Jones segment consumer products: FY2025 Average Monthly Visits (1) FY2025 Average Monthly Unique Users (2) WSJ 129 million 34 million MarketWatch 56 million 17 million WSJDN 211 million 67 million ________________________ (1) Includes visits via websites and mobile apps based on Adobe Analytics for the 12 months ended June 30, 2025.
With a focus on the financial markets, investing and other professional services, many of these products offer advertisers an attractive consumer demographic. Products targeting consumers include the following: • The Wall Street Journal (WSJ) . WSJ, Dow Jones’s flagship consumer product, is available in print, online and across multiple mobile devices.
With a focus on the financial markets, investing and other professional services, many of these products offer advertisers an attractive consumer demographic. Products targeting consumers include the following: • The Wall Street Journal (WSJ) . WSJ, Dow Jones’s flagship consumer product, is available online, across multiple mobile devices and in print.
This content also reaches millions of individual investors via customer portals and the intranets of brokerage and trading firms, as well as digital media publishers. Dow Jones Newswires is also used as an input for algorithms supporting automated trading.
This content reaches millions of individual investors via customer portals and the intranets of brokerage and trading firms, as well as digital media publishers. Dow Jones Newswires is also used as an input for algorithms supporting automated trading.
The Dow Jones segment’s businesses compete with a wide range of media and information businesses, including print publications, digital media and information services.
The Dow Jones segment’s businesses compete with a wide range of media and information businesses, including digital media, print publications and information services.
The Dow Jones segment’s consumer products, including its newspapers, magazines, digital publications, podcasts and video, compete for consumers, audience and advertising with other local and national newspapers, web and app-based media, news aggregators, customized news feeds, search engines, blogs, magazines, investment tools, social media sources, podcasts and event producers, as well as other media such as television, radio stations and outdoor displays.
The Dow Jones segment’s consumer products, including its digital publications, newspapers, magazines, podcasts and video, compete for consumers, audience and advertising with other local and national newspapers, web and app-based media, news aggregators, customized news feeds, search engines, blogs, magazines, investment tools, social media sources, podcasts and event producers, as well as other media such as television, radio stations and outdoor displays.
HarperCollins competes with other large publishers, such as Penguin Random House, Simon & Schuster and Hachette Livre, as well as with numerous smaller publishers, for the rights to works by well-known authors and public personalities; competition could also come from new entrants as barriers to entry in book publishing are low.
HarperCollins competes with other large publishers, such as Penguin Random House, Simon & Schuster, Hachette Livre and Macmillan, as well as with numerous smaller publishers, for the rights to works by well-known authors and public personalities; competition could also come from new entrants as barriers to entry in book publishing are low.
Dow Jones Energy provides pricing data, news, analysis, software and events relating to energy commodities, including crude oil, refined products, petrochemicals, natural gas liquids, coal, metals, renewables, Renewable Identification Numbers and carbon credits, as well as pricing data, insights, analysis and forecasting for key base chemicals. • Factiva .
Dow Jones Energy provides pricing data, news, analysis, consulting, software and events relating to energy commodities, including crude oil, refined products, petrochemicals, natural gas liquids, coal, metals, renewables, Renewable Identification Numbers and carbon credits, as well as pricing data, insights, analysis and forecasting for key base chemicals. • Factiva .
The GDPR, UK DPA and UK GDPR expand the regulation of the collection, processing, use, sharing and security of personal data, contain stringent conditions for consent from data subjects, strengthen the rights of individuals, including the right to have personal data deleted upon request, continue to restrict the trans-border flow of such data, require companies to conduct privacy impact assessments to evaluate data processing operations that are likely to result in a high risk to the rights and freedoms of individuals, require mandatory data breach reporting and notification, significantly increase maximum penalties for non-compliance (up to 20 million euros or 17 million pounds, as applicable, or 4% of an entity’s worldwide annual turnover in the preceding financial year, whichever is higher) and increase the enforcement powers of the data protection authorities.
The GDPR and UK GDPR expand the regulation of the collection, processing, use, sharing and security of personal data, contain stringent conditions for consent from data subjects, strengthen the rights of individuals, including the right to have personal data deleted upon request, continue to restrict the trans-border flow of personal data, require companies to conduct privacy impact assessments to evaluate data processing operations that are likely to result in a high risk to the rights and freedoms of individuals, require mandatory data breach reporting and notification, significantly increase maximum penalties for non-compliance (up to 20 million euros or 17.5 million pounds, as applicable, or 4% of an entity’s worldwide annual turnover in the preceding financial year, whichever is higher) and increase the enforcement powers of the data protection authorities.
The introduction of new laws and regulations in countries where the Company’s products and services are produced or distributed, and changes in existing laws and regulations in those countries or the enforcement thereof, could have a negative impact on the Company’s interests.
The introduction of new laws and regulations in countries where the Company’s products and services are produced or distributed, and changes in existing laws and regulations in those countries or the interpretation or enforcement thereof, could have a negative impact on the Company’s interests.
In Australia, the Privacy Act 1988 (Cth) and associated Australian Privacy Principles (“APPs”) impose additional requirements on organizations that handle personal data by, among other things, requiring organizations to take reasonable steps to ensure that overseas recipients do not breach the APPs in relation to personal data, placing restrictions on direct marketing practices and imposing mandatory data breach reporting.
In Australia, the Privacy Act 1988 (Cth) (“AU Privacy Act”) and associated Australian Privacy Principles (“APPs”) impose additional requirements on organizations that handle personal data by, among other things, requiring organizations to take reasonable steps to ensure that overseas recipients do not breach the APPs in relation to personal data, placing restrictions on direct marketing practices and imposing mandatory data breach reporting.
The Company’s commitment to premium content makes its properties a premier destination for news, information, sports, entertainment and real estate.
The Company’s commitment to premium content makes its properties a premier destination for information, news, real estate and entertainment.
As of June 30, 2024, News Corp Australia’s other assets included a 13.0% interest in ARN Media Limited, which operates a portfolio of Australian radio media assets, and a 27.9% interest in Hipages Group Holdings Ltd, which operates a leading on-demand home improvement services marketplace.
As of June 30, 2025, News Corp Australia’s other assets included a 13.0% interest in ARN Media Limited, which operates a portfolio of Australian radio media assets, and a 27.9% interest in Hipages Group Holdings Ltd, which operates a leading on-demand home improvement services marketplace.
Unless otherwise indicated, references in this Annual Report on Form 10-K for the fiscal year ended June 30, 2024 (the “Annual Report”) to the “Company,” “News Corp,” “we,” “us,” or “our” means News Corporation and its subsidiaries.
Unless otherwise indicated, references in this Annual Report on Form 10-K for the fiscal year ended June 30, 2025 (the “Annual Report”) to the “Company,” “News Corp,” “we,” “us,” or “our” means News Corporation and its subsidiaries.
HarperCollins derives its revenue from the sale of print and digital books to a customer base that includes global technology companies, traditional brick and mortar booksellers, wholesale clubs and discount stores, including Amazon, Apple, Barnes & Noble and Tesco.
Henson. HarperCollins derives its revenue from the sale and licensing of print and digital books to a customer base that includes global technology companies, traditional brick and mortar booksellers, wholesale clubs and discount stores, including Amazon, Apple, Barnes & Noble and Tesco.
(2) Includes aggregate unique users accessing websites and mobile apps based on Adobe Analytics for the 12 months ended June 30, 2024. See “Part I. Business—Explanatory Note Regarding Certain Metrics” for more information regarding the calculation of unique users.
(2) Includes aggregate unique users accessing websites and mobile apps based on Adobe Analytics for the 12 months ended June 30, 2025. See “Part I. Business—Explanatory Note Regarding Certain Metrics” for more information regarding the calculation of unique users.
Business—Explanatory Note Regarding Certain Metrics” for information regarding the calculation of unique users. The News Media segment’s newspapers, magazines, digital publications, radio stations, streaming channel and podcasts generally face competition from similar sources, and compete on similar bases, as the consumer products within the Dow Jones segment, particularly in their respective operating geographies. See “Item 1.
Business—Explanatory Note Regarding Certain Metrics” for information regarding the calculation of unique users. The News Media segment’s newspapers, magazines, digital publications, radio stations, broadcast and streaming channels and podcasts generally face competition from similar sources, and compete on similar bases, as the consumer products within the Dow Jones segment, particularly in their respective operating geographies. See “Item 1.
Through Realtor.com ® , consumers have access to approximately 148 million properties across the U.S., including an extensive collection of homes, properties and apartments listed and displayed for sale or for rent and a large database of “off-market” properties.
Through Realtor.com ® , consumers have access to approximately 151 million properties across the U.S., including an extensive collection of homes, properties and apartments listed and displayed for sale or for rent and a large database of “off-market” properties.
News UK News UK publishes The Sun , The Sun on Sunday , The Times and The Sunday Times, which are leading newspapers in the U.K. that together accounted for approximately one-third of all national newspaper sales as of June 30, 2024.
News UK News UK publishes The Sun , The Sun on Sunday , The Times and The Sunday Times, which are leading newspapers in the U.K. that together accounted for approximately one-third of all national newspaper sales as of June 30, 2025.
(4) Includes aggregate unique users accessing thesun.co.uk, the-sun.com and other associated websites and mobile apps based on Meta Pixel data for the month ended June 30, 2024. See “Part I.
(4) Includes aggregate unique users accessing thesun.co.uk, the-sun.com and other associated websites and mobile apps based on Meta Pixel data for the month ended June 30, 2025. See “Part I.
These businesses compete primarily with companies that provide real-estate focused technology, products and services in their respective geographic markets, including other real estate and property websites and apps in Australia, the U.S. and Asia.
These businesses compete primarily with companies that provide real-estate focused technology, products and services in their respective geographic markets, including other real estate and property websites and apps in Australia, the U.S. and India.
The real estate referral-based services that connect real estate agents and brokers with these consumers typically generate fees upon completion of the associated real estate transaction, while the referral-based services that give other service providers, including lenders and insurance companies, access to the same highly qualified 3 Table of Contents consumers are generally provided on a subscription basis.
The real estate referral-based services that connect real estate agents and brokers with these consumers typically generate fees upon completion of the associated real estate transaction, while the referral-based services that give other service providers, including lenders and insurance companies, access to the same highly qualified consumers are generally provided on a subscription basis.
With respect to data transfers from the E.U. to the U.S., the European Commission adopted the adequacy decision for the EU-US Data Privacy Framework (the “Framework”) in July 2023, which permits personal data to flow from the E.U. to U.S. companies participating in the Framework.
With respect to data transfers from the E.U. to the U.S., the European Commission adopted the adequacy decision for the EU-US Data Privacy Framework (the “Framework”), which permits personal data to flow from the E.U. to U.S. companies participating in the Framework.
These statements appear in a number of places in this document and include statements regarding the intent, belief or current expectations of the Company, its directors or its officers with respect to, among other things, trends affecting the Company’s business, financial condition or results of operations, the Company’s strategy and strategic initiatives, including potential acquisitions, investments and dispositions, the Company’s cost savings initiatives and the outcome of contingencies such as litigation and investigations.
These statements appear in a number of places in this document and include statements regarding the intent, belief or current expectations of the Company, its directors or its officers with respect to, among other things, trends affecting the Company’s business, financial condition or results of operations, the Company’s strategy and strategic initiatives, including the sale of the Foxtel Group (“Foxtel”) and other potential acquisitions, investments and dispositions, the Company’s cost savings initiatives and the outcome of contingencies such as litigation and investigations.
In addition, users accessing a product’s websites through different browsers, users who clear their browser cache at any time and users who access a product’s websites and apps through different devices are also counted as separate unique users.
Users accessing a product’s websites through different browsers, users who clear their browser cache at any time and users who access a product’s websites and apps through different devices are also counted as separate unique users.
News Corp Australia’s broad portfolio of digital properties also includes news.com.au, one of the leading general interest sites in Australia that provides breaking news, finance, entertainment, lifestyle, technology and sports news and delivers an average monthly unique audience of approximately 12.4 million based on Ipsos iris monthly total audience ratings for the year ended June 30, 2024.
News Corp Australia’s broad portfolio of digital properties also includes news.com.au, one of the leading general interest sites in Australia that provides breaking news, finance, entertainment, lifestyle, technology and sports news and delivers an average monthly unique audience of approximately 12.0 million based on Ipsos iris monthly total audience ratings for the year ended June 30, 2025.
For example, the California Consumer Privacy Act, as amended by the California Privacy Rights Act (“CPRA”), establishes certain transparency rules, puts greater restrictions on how the Company can collect, use and disclose personal information of California residents and provides California residents with certain rights regarding their personal information, including rights to access, correct and delete their personal information and opt out of the sale or sharing of their personal information for cross-context behavioral advertising.
For example, the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020 (“CCPA”), establishes certain transparency rules, puts greater restrictions on how the Company can collect, use and disclose personal information of California residents and provides California residents with certain rights regarding their personal information, including rights to access, correct and delete their personal information and opt out of the sale or sharing of their personal information for cross-context behavioral advertising.
The Company distributes its content and other products and services to consumers and customers across an array of digital platforms including websites, mobile apps, smart TVs, social media, e-book devices and streaming audio platforms, as well as traditional platforms such as print, television and radio.
The Company distributes its content and other products and services to consumers and customers across an array of digital platforms including websites, mobile apps, social media, e-book devices and streaming audio platforms, as well as traditional platforms such as print and radio.
The real estate referral-based business model, as well as the Market VIP SM lead generation product, leverage Move’s proprietary technology and platform to connect real estate professionals and other service providers, such as lenders and insurance companies, to pre-vetted consumers who have submitted inquiries via the Realtor.com ® website and mobile apps, as well as other online sources.
The real estate referral-based business model, as well as the RealPRO Select SM lead generation product, leverage Move’s proprietary technology and platform to connect real estate professionals and other service providers, such as lenders and insurance companies, to pre-vetted consumers who have submitted inquiries via the Realtor.com ® website and mobile apps, as well as other online sources.
The Company believes that these changes will continue to pose 7 Table of Contents opportunities and challenges, and that it is well positioned to leverage its global reach, brand recognition and proprietary technology to take advantage of the opportunities presented by these changes.
The Company believes that these changes will continue to pose opportunities and challenges, and that it is well positioned to leverage its global reach, brand recognition and proprietary technology to take advantage of the opportunities presented by these changes.
The interpretation and application of data privacy and security laws are often uncertain and evolving in the U.S. and internationally. Moreover, data privacy and security laws vary between local, state, federal and international jurisdictions and may 12 Table of Contents conflict from jurisdiction to jurisdiction.
The interpretation and application of data privacy and security laws are often uncertain and evolving in the U.S. and internationally. Moreover, data privacy and security laws vary between local, state, federal and international jurisdictions and may conflict from jurisdiction to jurisdiction.
The burdens IPSO imposes on its print media members, including the Company’s newspaper publishing businesses in the U.K., may result in competitive disadvantages versus other forms of media and may increase the costs of regulatory compliance.
The burdens IPSO imposes on its print media members, including the Company’s newspaper publishing businesses in 11 Table of Contents the U.K., may result in competitive disadvantages versus other forms of media and may increase the costs of regulatory compliance.
Similarly, the U.K. government adopted an adequacy decision for the U.S., the UK-US Data Bridge, effective October 2023, which permits personal data to flow from the U.K. to U.S. companies participating in the Framework and the U.K. Extension.
Similarly, the U.K. government adopted an adequacy decision for the U.S., the UK-US Data Bridge, which permits personal data to flow from the U.K. to U.S. companies participating in the Framework and the U.K. Extension.
Explanatory Note Regarding Certain Metrics Certain of the Company’s metrics are calculated using third party or internal company data that have not been independently verified. While these numbers are based on what the Company believes to be reasonable calculations for the applicable period of measurement, there are inherent challenges in measuring such information.
Explanatory Note Regarding Certain Metrics Certain of the Company’s metrics such as subscriptions and unique users are calculated using third-party or internal company data that have not been independently verified. While these numbers are based on what the Company believes to be reasonable calculations for the applicable period of measurement, there are inherent challenges in measuring such information.
As consumer preferences for content consumption evolve, the Dow Jones segment continues to capitalize on a variety of digital distribution platforms, technologies and business models for these products, including licensing its content for distribution on third party subscription and non-subscription platforms, which is referred to as off-platform distribution, and for use by generative artificial intelligence (“AI”) platforms.
As consumer preferences for content consumption evolve, the Dow Jones segment continues to capitalize on a variety of digital distribution platforms, technologies and business models for these products, including licensing its content for distribution on 2 Table of Contents third-party platforms, which is referred to as off-platform distribution, and for use by generative artificial intelligence (“AI”) platforms.
In June 2021, the European Commission adopted two new sets of European Union Standard Contractual Clauses, which regulate the relationship between controller and processor in accordance with the GDPR and international data transfers to a third country in the absence of an adequacy decision under the GDPR.
The European Commission has adopted two sets of European Union Standard Contractual Clauses, which regulate the relationship between controller and processor in accordance with the GDPR and international data transfers to a third country in the absence of an adequacy decision under the GDPR.
Therefore, the Company also engages in efforts to strengthen and update intellectual property protection around the world, including efforts to ensure the appropriate evolution, and effective enforcement, of intellectual property laws and remedies for infringement.
Therefore, the Company engages in efforts to strengthen and update intellectual property protection around the world, including efforts to support the appropriate evolution, and effective enforcement, of intellectual property laws and remedies for infringement.
Dow Jones also provides a solution for supplier risk assessment, RiskCenter Third Party, which provides customers with automated risk and compliance checks via questionnaires and embedded scoring. Feed services include PEPs (politically exposed persons), Sanctions, Adverse Media and other Specialist Lists.
RiskCenter Third Party, a solution for supplier risk assessment, provides customers with automated risk and compliance checks via questionnaires and embedded scoring. Feed services include PEPs (politically exposed persons), Sanctions, Adverse Media and other Specialist Lists.
Its physical security infrastructure addresses risks related to the workplace, employee travel, business operations, corporate events and the unique requirements of the newsroom and news gathering operations, including through its Global Security Operations Center, which supports key international assignments and incident management.
Its physical security infrastructure is designed to address risks related to the workplace, employee travel, business operations, corporate events and the unique requirements of the newsroom and news gathering operations, including through its Global Security Operations Center, which supports key international assignments and incident management.
The News Media segment generates revenue primarily through circulation and subscription sales of its print and digital products and sales of print and digital advertising. 8 Table of Contents Advertising revenues at the News Media segment are subject to seasonality, with revenues typically highest in the Company’s second fiscal quarter due to the end-of-year holiday season in its main operating geographies.
The News Media segment generates revenue primarily through circulation and subscription sales of its print and digital products, sales of print and digital advertising and licensing fees. Advertising revenues at the News Media segment are subject to seasonality, with revenues typically highest in the Company’s second fiscal quarter due to the end-of-year holiday season in its main operating geographies.
Specific products include the following: • Dow Jones Risk & Compliance . Dow Jones Risk & Compliance products provide data solutions for customers focused on anti-bribery and corruption, anti-money laundering, counter terrorism financing, monitoring embargo and sanction lists and other compliance requirements.
Specific products include the following: • Dow Jones Risk & Compliance . Dow Jones Risk & Compliance products provide data and other solutions for customers focused on anti-bribery and corruption, anti-money laundering, counter terrorism financing, monitoring embargo and sanction lists, geopolitical and security risk intelligence and other risks and compliance requirements.
Additionally, in the U.K., HarperCollins publishes titles for the equivalent of the K-12 educational market. As of June 30, 2024, HarperCollins offered approximately 150,000 publications in digital formats, and nearly all of HarperCollins’ new titles, as well as the majority of its entire catalog, are available as e-books and digital audiobooks.
HarperCollins also publishes titles for the equivalent of the K-12 educational market in the U.K. and India. As of June 30, 2025, HarperCollins offered approximately 150,000 publications in digital formats, and nearly all of HarperCollins’ new titles, as well as the majority of its entire catalog, are available as e-books and digital audiobooks.
Performance on ethics and compliance and other ESG objectives is evaluated in determining whether any reduction to the payout of incentive compensation for executive officers is warranted.
Performance on ethics and compliance is evaluated in determining whether any reduction to the payout of incentive compensation for executive officers is warranted.
For bundled products that provide access to the print product only on specified days and full digital access, a fraction equal to the number of days that a print copy is served relative to the total days in the week is reported as a print subscriber as of June 30, 2024 and a fraction equal to the number of remaining days of the week, when only a digital copy is served, relative to the total days in the week is reported as a digital subscriber.
For bundled products that provide access to the print product only on specified days and full digital access, a fraction 8 Table of Contents equal to the number of days that a print copy is served relative to the total days in the week is reported as a print subscriber as of June 30, 2025 and a fraction equal to the number of remaining days of the week, when only a digital copy is served, relative to the total days in the week is reported as a digital subscriber.
Its digital mastheads are among the leading digital news properties in Australia based on monthly unique audience data and had approximately 968,000 aggregate digital closing subscribers as of June 30, 2024.
Its digital mastheads are among the leading digital news properties in Australia based on monthly unique audience data and had approximately 993,000 aggregate digital closing subscribers as of June 30, 2025.
The Company devotes significant resources to protecting its intellectual property assets in the U.S., the U.K., Australia and other foreign territories. To protect these assets, the Company relies upon a combination of copyright, trademark, unfair competition, patent, trade secret and other laws and contract provisions.
The Company devotes significant resources to protecting its intellectual property assets in the U.S., the U.K., Australia and other jurisdictions. To protect these assets, the Company relies upon a combination of copyright, trademark, unfair competition, patent, trade secret and other laws, contract provisions and technological protections.
The Company comprises businesses across a range of media, including digital real estate services, subscription video services in Australia, news and information services and book publishing, that are distributed under some of the world’s most recognizable and respected brands, including The Wall Street Journal , Barron’s , Dow Jones, The Australian , Herald Sun , The Sun , The Times, HarperCollins Publishers, Foxtel, FOX SPORTS Australia, realestate.com.au, Realtor.com ® , talkSPORT and many others.
The Company comprises businesses across a range of media, including information services and news, digital real estate services and book publishing, that are distributed under some of the world’s most recognizable and respected brands, including The Wall Street Journal , Barron’s , Dow Jones, The Australian , Herald Sun , The Sun , The Times, HarperCollins Publishers, realestate.com.au, Realtor.com ® , talkSPORT and many others.
In addition to competitive salaries, the Company and its businesses have established short- and long-term incentive programs designed to motivate and reward performance against key business objectives and facilitate retention.
In addition to competitive salaries, the Company and its businesses have established short- and long-term incentive programs designed to 13 Table of Contents motivate and reward performance against key business objectives and facilitate retention.
(2) As of June 30, 2024, based on internal sources and including subscribers to the Times Literary Supplement (“TLS”). Total subscribers across The Times and The Sunday Times , including TLS, as of June 30, 2024 was 705,000, including 594,000 closing digital subscribers. Total figures are de-duplicated for subscribers who receive a print product every day of the week.
(2) As of June 30, 2025, based on internal sources and including subscribers to the Times Literary Supplement (“TLS”). Total subscribers across The Times and The Sunday Times , including TLS, as of June 30, 2025 was 740,000, including 640,000 closing digital subscribers. Total figures are de-duplicated for subscribers who receive a print product every day of the week.
Digital sales, comprising revenues generated through the sale of e-books and downloadable and streaming audiobooks, represented approximately 23% of global consumer revenues for the fiscal year ended June 30, 2024.
Digital sales, comprising revenues generated through the sale of e-books and downloadable and streaming audiobooks, represented approximately 24% of global consumer revenues for the fiscal year ended June 30, 2025.
It publishes, on average, over 15,000 news items each day, which are distributed via Dow Jones’s market data platform partners, including Bloomberg and FactSet, as well as trading platforms and websites reaching hundreds of thousands of financial professionals.
It publishes, on average, over 17,000 news items each day, which are distributed via Dow Jones’s market data platform partners, including Bloomberg, London Stock Exchange Group and FactSet, as well as trading platforms and websites reaching hundreds of thousands of financial professionals.
For the year ended June 30, 2024, WSJ Mobile (including WSJ.com accessed via mobile devices, as well as apps, and excluding off-platform distribution) accounted for approximately 67% of visits to WSJ’s digital news and information products according to Adobe Analytics. • Barron’s Group .
For the year ended June 30, 2025, WSJ Mobile (including WSJ.com accessed via mobile devices, as well as apps, and excluding off-platform distribution) accounted for approximately 70% of visits to WSJ’s digital news and information products according to Adobe Analytics.
News Corp also provides a range of retirement benefits based on competitive regional benchmarks and other comprehensive benefit options to meet the needs of its employees, including healthcare benefits and other programs to address physical, mental and emotional well-being, tax-advantaged savings vehicles, financial education, life and disability insurance, paid time off, flexible work arrangements, generous parental leave policies and other caregiving support, family planning and fertility services and a company match for charitable donations and volunteer time.
News Corp also provides a range of retirement and other benefit options to meet the needs of its employees, including healthcare benefits and other programs to address physical, mental and emotional well-being, tax-advantaged savings vehicles, financial education, life and disability insurance, paid time off, flexible work arrangements, generous parental leave policies and other caregiving support, a company match for charitable donations and volunteer time.
Diversity, Equity and Inclusion The Company believes that having a workforce with a diversity of experiences, abilities, backgrounds and perspectives strengthens its ability to create brands, content and products that educate and resonate with its customers and audiences around the world.
The Company believes that having a workforce with varied experiences, abilities, backgrounds and perspectives strengthens its ability to create brands, content and products that educate and resonate with its customers and audiences around the world.
Martin Luther King, Jr. It is also home to many beloved children’s books and series, including Goodnight Moon , Curious George , Little Blue Truck and Pete the Cat . In addition, HarperCollins has a significant Christian publishing business, which includes the NIV Bible, Jesus Calling and author Max Lucado.
It is home to many beloved children’s books and series, including Goodnight Moon , Curious George , Little Blue Truck and Pete the Cat . HarperCollins has a significant Christian publishing business, which includes the NIV Bible, Jesus Calling and author Max Lucado.
As a result of rapidly changing and evolving technologies (including recent developments in AI, particularly generative AI), distribution platforms and business models, and corresponding changes in consumer behavior, the consumer-focused businesses within the Dow Jones segment continue to face increasing competition for both circulation and advertising revenue, including from a variety of alternative news and information sources, as well as programmatic advertising buying channels and off-platform distribution of its products.
As a result of rapidly changing and evolving technologies (including developments in AI, particularly generative AI), distribution platforms and business models, and corresponding changes in consumer behavior, the consumer-focused businesses within the Dow Jones segment continue to face increasing competition for both circulation and advertising revenue, including from a variety of alternative news and information sources, programmatic advertising buying channels and AI aggregators and other emerging technology platforms.
Unless otherwise noted, all references to the fiscal periods ended June 30, 2024, June 30, 2023 and June 30, 2022 relate to the fiscal periods ended June 30, 2024, July 2, 2023 and July 3, 2022, respectively. For convenience purposes, the Company continues to date its financial statements as of June 30.
Unless otherwise noted, all references to the fiscal years ended June 30, 2025, June 30, 2024 and June 30, 2023 relate to the fiscal years ended June 29, 2025, June 30, 2024 and July 2, 2023, respectively. For convenience purposes, the Company continues to date its financial statements as of June 30.
More state and local governments are also expanding, enacting or proposing data privacy laws that govern the collection and use of personal data of their residents and establish or increase penalties and in some cases, afford private rights of action to individuals for failure to comply, and all states have enacted legislation requiring businesses to provide notice to state agencies and to individuals whose personal information has been accessed or disclosed as a result of certain data breaches.
In the U.S., a number of state and local governments have expanded, enacted or proposed data privacy laws that govern the collection and use of personal data of their residents and establish or increase penalties and in some cases, afford private rights of action to individuals for failure to comply, and all states have enacted legislation requiring businesses to provide notice to state agencies and to individuals whose personal information has been accessed or disclosed as a result of certain data breaches.
For the three months ended June 30, 2024, average weekday circulation based on internal sources, including mobile app digital editions, was 518,835. In addition, the Post Digital Network, which includes NYPost.com, PageSix.com and Decider.com, averaged approximately 128.8 million unique users per month during the quarter ended June 30, 2024 according to Google Analytics. See “Part I.
For the three months ended June 30, 2025, average weekday circulation based on internal sources, including mobile app digital editions, was 498,984. In addition, the Post Digital Network, which includes NYPost.com, PageSix.com and Decider.com, averaged approximately 89.2 million unique users per month during the quarter ended June 30, 2025 according to Google Analytics. See “Part I.
The Company’s focus on quality and product innovation has enabled it to capitalize on the shift to digital consumption to deliver its content and other products and services in a more engaging, timely and personalized manner and create opportunities for more effective monetization, including new licensing and partnership arrangements and digital offerings that leverage the Company’s existing content rights.
The Company’s focus on quality and product innovation has enabled it to capitalize on the shift to digital consumption to deliver its products and services in a more engaging, timely and personalized manner and create opportunities for more effective monetization, including new licensing and partnership arrangements with large technology companies and AI-focused platforms and digital offerings that leverage the Company’s existing content.
Business—Explanatory Note Regarding Certain Metrics.” Realtor.com ® generates the majority of its revenues through the sale of listing advertisement and lead generation products, including Connections SM Plus, Market VIP SM , Advantage SM Pro, Sales Builder SM and Listing Toolkit, as well as its real estate referral-based services ReadyConnect Concierge SM and RealChoice TM Selling (formerly UpNest).
Business—Explanatory Note Regarding Certain Metrics.” Realtor.com ® generates the majority of its revenues through the sale of listing advertisement and lead generation products, including its RealPRO Select SM (formerly Market VIP SM ), Connections SM Plus and Listing Toolkit products, as well as its referral-based services, ReadyConnect Concierge SM and RealChoice TM Selling.
For example, several of the Company’s business units are subject to the E.U.’s General Data Protection Regulation (“GDPR”), which provides a uniform set of rules for personal data processing throughout the E.U., and the U.K.’s Data Protection Act of 2018 (the “UK DPA”) as well as the UK General Data Protection Regulation (“UK GDPR”).
Several of the Company’s business units are subject to the E.U.’s General Data Protection Regulation (“GDPR”), which provides a uniform set of rules for personal data processing throughout the E.U., and the UK General Data Protection Regulation (“UK GDPR”).
Realtor.com ® also sources new construction and rental listing content from a variety of sources, including directly from homebuilders and landlords, as well as from listing aggregators. Approximately 94% of its for-sale listings are updated at least every 15 minutes, on average, with the remaining listings updated daily. Realtor.com ® ’s content attracts a large and highly engaged consumer audience.
Realtor.com ® also sources new construction and rental listing content from a variety of sources, including directly from homebuilders and landlords, as well as from listing aggregators. Approximately 94% of its for-sale listings are updated at least every 10 minutes, on average, with the remaining listings updated at least daily.
The Company derives value and revenue from its intellectual property assets through, among other things, print and digital newspaper and magazine subscriptions and sales, subscriptions to its pay-TV and streaming services and distribution and/or licensing of its television programming to other television services, the sale, 13 Table of Contents distribution and/or licensing of print and digital books, the sale of subscriptions to its content and information services and the operation of websites and other digital properties.
The Company derives value and revenue from its intellectual property assets through, among other things, digital and print newspaper and magazine subscriptions and sales, the sale of subscriptions to its content and information services, the operation of websites and other digital properties and the sale, distribution and/or licensing of print and digital books.
WSJ’s digital products offer both free content and premium, subscription-only content and are comprised of WSJ.com, WSJ mobile products, including a responsive design website and mobile apps (WSJ Mobile), and live and on-demand video through WSJ.com and other platforms such as YouTube, internet-connected television and set-top boxes (WSJ Video), as well as podcasts.
WSJ’s digital products offer both free content and premium, subscription-only content and are comprised of WSJ.com, WSJ mobile products, including a responsive design website and mobile apps (WSJ Mobile), and live and on-demand video through WSJ.com and other platforms (WSJ Video), as well as podcasts.
For example, the Company provides safety and security support and around-the-clock monitoring for its staff and partners in Ukraine, Israel and other high-risk areas, enabling the continuation of critical reporting from those regions.
For example, the Company provides safety and security support, around-the-clock monitoring and the application of dynamic risk assessments and oversight for its staff and partners in high-risk areas, enabling the continuation of critical reporting from those regions.
However, the application of existing laws and regulations to new technologies, including generative AI, is often unsettled, and effective intellectual property protection may be either unavailable or limited in certain foreign territories.
However, the application of existing laws and regulations to new technologies, including generative AI, continues to be unsettled and is changing rapidly, and laws and regulations may differ from jurisdiction to jurisdiction. Effective intellectual property protection may also be either unavailable or limited in certain foreign territories.
Total Digital Revenues For purposes of this Annual Report, the Company defines total digital revenues as the sum of consolidated Digital Real Estate Services segment revenues, digital advertising revenues, digital circulation and subscription revenues (which do not include Foxtel linear broadcast cable revenues), revenues from digital book sales and other miscellaneous digital revenue streams.
Total Digital Revenues For purposes of this Annual Report, the Company defines total digital revenues as the sum of consolidated Digital Real Estate Services segment revenues, digital advertising revenues, digital circulation and subscription revenues, revenues from digital book sales and other miscellaneous digital revenue streams.
Move Move is a leading provider of digital real estate services in the U.S. Move primarily operates Realtor.com ® , a premier real estate information, advertising and services platform, under a perpetual agreement and trademark license with the National Association of Realtors ® (“NAR”).
Move primarily operates Realtor.com ® , a premier real estate information, advertising and services platform, under a perpetual agreement and trademark license with the National Association of Realtors ® (“NAR”).
This segment also includes Wireless Group, operator of talkSPORT, the leading sports radio network in the U.K., and Virgin Radio, Talk in the U.K., which is available on multiple digital streaming platforms, and Storyful, a social media content agency that enables the Company to source real-time video content through social media platforms.
This segment also includes Wireless Group, operator of talkSPORT, the leading sports radio network in the U.K., and Virgin Radio, Talk in the U.K., which is available on multiple digital streaming platforms, Australian News Channel, which operates the Sky News Australia network, Australia’s 24-hour multi-channel, multi-platform news service, and Storyful, a social media content agency that enables the Company to source real-time video content through social media platforms.
The remaining 20% interest in Move is held by REA Group. REA Group REA Group is a market-leading digital media business specializing in property, with operations focused on property and property-related advertising and services, as well as financial services.
REA Group REA Group is a market-leading digital media business specializing in property, with operations focused on property and property-related advertising and services, as well as financial services.
The Company’s calculation of certain metrics such as unique users may also differ from estimates published by third parties or from similarly-titled metrics of its competitors due to differences in methodology, and the Company’s methodologies may be updated from time to time.
The Company’s calculation of certain metrics may also differ from estimates published by third parties or from similarly-titled metrics of its competitors due to differences in methodology, and the Company’s methodologies may be updated from time to time. Additional information regarding the calculation of certain metrics is provided below.
Realtor.com ® and its mobile sites had approximately 74 million average monthly unique users during the quarter ended June 30, 2024 based on internal data and methodologies which may differ from those used by third parties or competitors. See “Part I.
Realtor.com ® ’s content attracts a large and highly engaged consumer audience. Realtor.com ® and its mobile sites had approximately 72 million average monthly unique users during the quarter ended June 30, 2025 based on internal data and methodologies, which may differ from those used by third parties or competitors. See “Part I.
As of June 30, 2024, the Company had approximately 23,900 employees, of whom approximately 8,100 were located in the U.S., 5,100 were located in the U.K. and 7,400 were located in Australia. Of the Company’s employees, approximately 3,600 were represented by various employee unions. The contracts with such unions will expire during various times over the next several years.
As of June 30, 2025, the Company had approximately 22,300 employees, of whom approximately 7,900 were located in the U.S., 3,900 were located in the U.K. and 5,800 were located in Australia. Of the Company’s employees, approximately 3,500 were represented by various employee unions. The contracts with such unions will expire at various times over the next several years.
These live journalism events offer advertisers and sponsors the opportunity to reach a select group of influential leaders from industry, finance, government and policy. Many of these programs also earn revenue from participation fees charged to attendees.
The Dow Jones segment offers a number of in-person and virtual conferences and events each year. These live journalism events offer advertisers and sponsors the opportunity to reach a select group of influential leaders from industry, finance, government and policy. Many of these programs also earn revenue from participation fees charged to attendees.
Factiva is a leading provider of global business content, built on an archive of important original and licensed publishing sources. Factiva offers content from approximately 33,000 global news and information sources from over 200 countries and territories and in 32 languages. This combination of business news and information, plus sophisticated tools, helps professionals find, monitor, interpret and share essential information.
Factiva is a leading provider of global business content, built on an archive of important original and licensed publishing sources. Factiva offers content from approximately 33,000 global news and information sources from over 200 countries and territories and in 32 languages.
Readers should carefully review this document and the other documents filed by the Company with the SEC. This section should be read together with the Consolidated Financial Statements of News Corporation (the “Consolidated Financial Statements”) and related notes set forth elsewhere in this Annual Report. BUSINESS OVERVIEW The Company’s six reportable segments are described below.
Readers should carefully review this document and the other documents filed by the Company with the SEC. This section should be read together with the Consolidated Financial Statements of News Corporation (the “Consolidated Financial Statements”) and related notes set forth elsewhere in this Annual Report. BUSINESS OVERVIEW On April 2, 2025, the Company completed the sale of Foxtel.
Book Publishing The Company’s Book Publishing segment consists of HarperCollins, the second largest consumer book publisher in the world based on global revenue, with operations in 15 countries. HarperCollins publishes and distributes consumer books globally through print and digital formats. Its digital formats include e-books and downloadable and streaming audiobooks for a variety of mobile and home devices.
Book Publishing The Company’s Book Publishing segment consists of HarperCollins, the second largest consumer book publisher in the world based on global revenue, with operations in 15 countries. HarperCollins publishes and distributes consumer books globally through print and digital formats.
Competition for subscriptions and circulation is based on news and editorial content, data and analytics content in research tools, subscription pricing, cover price and, from time to time, various promotions.
Competition for subscriptions and 4 Table of Contents circulation is based on news and editorial content, data and analytics content in research tools, subscription pricing, the usefulness and popularity of its digital products, cover price and, from time to time, various promotions.
For bundles that provide access to both print and digital products every day of the week, only one unit is reported each day and is designated as a print subscription.
For bundled products that provide access to both print and digital products every day of the week, only one subscriber is reported as of June 30, 2025 and is designated as a print subscriber.
The OPIS business has also aligned its oil and commodities price reporting, including the two price assessments currently administered by the Administrator, with the International Organisation of Securities Commission’s (“IOSCO’s”) Principles for Oil Reporting Agencies, which are intended to enhance the reliability of oil and commodity price assessments that are referenced in derivative contracts subject to regulation by IOSCO members.
The OPIS business has also aligned its oil and commodities price reporting, including the two price assessments currently administered by the Administrator, with the International Organisation of Securities Commission’s (“IOSCO’s”) Principles for Oil Reporting Agencies, which are intended to enhance the reliability of oil and commodity price assessments that are referenced in derivative contracts subject to regulation by IOSCO members. 9 Table of Contents Data Privacy and Security Regulation In the course of its business, the Company collects, stores, uses and transmits personal data from consumers, customers, employees and other sources.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeRisks Relating to the Company’s Businesses and Operations The Company Operates in a Highly Competitive Business Environment, and its Success Depends on its Ability to Compete Effectively, Including by Responding to Evolving Technologies and Changes in Consumer and Customer Behavior. The Company faces significant competition, including from other providers of news, information, entertainment and real estate-related products and services.
Biggest changeSome of the factors, events and contingencies discussed below may have occurred in the past, but the disclosures below are not representations as to whether or not they have in fact occurred in the past and instead reflect the Company’s beliefs and opinions as to the factors, events or contingencies that could materially and adversely affect it in the future. 14 Table of Contents Risks Relating to the Company’s Businesses and Operations The Company Operates in a Highly Competitive Business Environment, and its Success Depends on its Ability to Compete Effectively, Including by Responding to Evolving Technologies and Changes in Consumer and Customer Behavior.
Risks Related to Information Technology, Cybersecurity and Data Protection A Breach, Failure, Misuse of or other Incident Involving the Company’s or its Third-Party Providers’ Network and Information Systems or Other Technologies Could Cause a Disruption of Services or Adversely Impact the Confidentiality, Integrity or Availability of Information or Data, Resulting in Increased Costs, Loss of Revenue, Reputational Damage or Other Harm to the Company’s Business.
Risks Related to Information Technology, Cybersecurity and Data Protection A Breach, Failure, Misuse of or other Incident Involving the Company’s or its Third-Party Providers’ Network and Information Systems or Other Technologies Could Cause a Disruption of Services or Adversely Impact the Confidentiality, Integrity or Availability of Systems, Information or Data, Resulting in Increased Costs, Loss of Revenue, Reputational Damage or Other Harm to the Company’s Business.
Events affecting the Systems such as computer compromises, cyber threats and attacks, computer viruses or other destructive or disruptive software, process breakdowns, ransomware and denial of service attacks, malicious social engineering or other malicious activities by individuals (including employees) or state-sponsored or other groups, or any combination of the foregoing, as well as power, telecommunications and internet outages, equipment failure, fire, natural disasters, extreme weather (which may occur with increasing frequency and intensity), terrorist activities, war, human or technological error or malfeasance that may affect such systems, could cause a failure, compromise, breach or interruption of these Systems, adversely impact the confidentiality, integrity or availability of information or data maintained in the Systems, disrupt the Company’s services and business, or otherwise negatively impact its business, results of operations and reputation.
Events affecting the Systems such as computer compromises, cyber threats and attacks, computer viruses or other destructive or disruptive software, process breakdowns, ransomware and denial of service attacks, malicious social engineering or other malicious activities by individuals (including employees) or state-sponsored or other groups, or any combination of the foregoing, as well as power, telecommunications and internet outages, equipment failure, fire, natural disasters, extreme weather (which may occur with increasing frequency and intensity), terrorist activities, war, human or technological error or malfeasance that may affect such systems, could cause a failure, compromise, breach or interruption of these Systems, adversely impact the confidentiality, integrity or availability of the Systems or information or data maintained in the Systems, disrupt the Company’s services and business, or otherwise negatively impact its business, results of operations and reputation.
The Company’s products and services are distributed under some of the world’s most recognizable and respected brands, including The Wall Street Journal and premier news brands in Australia and the U.K., Dow Jones, HarperCollins Publishers, Foxtel, realestate.com.au, Realtor.com ® and many others, and the Company believes its success depends on its continued ability to maintain and enhance these brands.
The Company’s products and services are distributed under some of the world’s most recognizable and respected brands, including The Wall Street Journal and premier news brands in Australia and the U.K., Dow Jones, HarperCollins Publishers, realestate.com.au, Realtor.com® and many others, and the Company believes its success depends on its continued ability to maintain and enhance these brands.
Additionally, it is difficult to detect and defend against certain threats and vulnerabilities that can persist over extended periods. Events affecting the Systems could require significant Company resources to remedy. Moreover, the development and maintenance of these measures is costly and requires ongoing monitoring and updating as technologies change and efforts to overcome security measures become more sophisticated.
Additionally, it is difficult to detect and defend against certain threats and vulnerabilities that can persist over extended periods. Events affecting the Systems could require significant Company resources to remedy. The development and maintenance of these measures is costly and requires ongoing monitoring and updating as technologies change and efforts to overcome security measures become more sophisticated.
Bribery Act and other anti-corruption laws and regulations, trade restrictions and economic sanctions; and (6) regulatory or governmental action against the Company’s products, services and personnel such as censorship or other restrictions on access, detention or expulsion of journalists or other employees and other retaliatory actions, which may increase due to geopolitical tensions and conflicts.
Bribery Act and other anti-corruption laws and regulations, trade restrictions and economic sanctions; and (6) regulatory or governmental action against the Company’s products, services and personnel such as censorship or other restrictions on access, barring, detention or expulsion of journalists or other employees and other retaliatory actions, which may increase due to geopolitical tensions and conflicts.
While the Company will seek alternative sources for these products and services where possible and/or permissible under applicable agreements, it may not be able to secure these alternative sources quickly and cost-effectively or at all, which could impair its ability to timely deliver its products and services or operate its business.
While the Company will seek alternative sources where possible and/or permissible under applicable agreements, it may not be able to secure these sources quickly and cost-effectively or at all, which could impair its ability to timely deliver its products and services or operate its business.
Other events outside the Company’s control, including inflationary pressures, recessionary concerns, supply chain disruptions, natural disasters, extreme weather, pandemics and other widespread health crises, political and social unrest or acts of terrorism, have had, and may in the future have, a similar impact.
Other events outside the Company’s control, including inflationary pressures, recessionary or stagflation concerns, supply chain disruptions, natural disasters, extreme weather, pandemics and other widespread health crises, political and social unrest or acts of terrorism, have had, and may in the future have, a similar impact.
Risks Related to Financial Results and Position The Indebtedness of the Company and Certain of its Subsidiaries May Affect their Ability to Operate their Businesses, and May Have a Material Adverse Effect on the Company’s Financial Condition and Results of Operations.
Risks Related to Financial Results and Position The Indebtedness of the Company and/or Certain of its Subsidiaries May Affect Their Ability to Operate Their Businesses, and May Have a Material Adverse Effect on the Company’s Financial Condition and Results of Operations.
Since the Company’s financial statements are denominated in U.S. dollars, changes in foreign currency exchange rates between the U.S. dollar and other currencies have had, and will continue to have, a currency translation impact on the Company’s earnings when the results of those operations that are reported in foreign currencies are translated into U.S. dollars for inclusion in the Company’s financial statements, which could, in turn, have an adverse effect on its reported results of operations in a given period or in specific markets.
Because the Company’s financial statements are denominated in U.S. dollars, changes in foreign currency exchange rates between the U.S. dollar and other currencies have had, and will continue to have, a currency translation impact on the Company’s earnings when the results of those operations that are reported in foreign currencies are translated into U.S. dollars for inclusion in the Company’s financial statements, which could, in turn, have an adverse effect on its reported results of operations in a given period or in specific markets.
The Company’s business is subject to risks and uncertainties from events outside its control that impact macroeconomic and market conditions or disrupt its business, including economic weakness, uncertainty or volatility, geopolitical tensions, conflicts or wars, pandemics and other health crises, natural disasters, severe weather events (which may occur with increasing frequency and intensity), hostilities, political or social unrest, terrorism or other similar events.
The Company’s business is subject to risks and uncertainties from events and circumstances outside its control that impact macroeconomic and market conditions or disrupt its business, including economic weakness, uncertainty or volatility, geopolitical tensions, conflicts or wars, pandemics and other health crises, natural disasters, severe weather events (which may occur with increasing frequency and intensity), political or social unrest, terrorism or other similar events.
The Company has entered into a stockholders agreement with the MFT pursuant to which the Company and the MFT have agreed not to take actions that would result in the MFT and Murdoch family members together owning more than 44% of the outstanding voting power of the shares of Class B Common Stock or would increase the MFT’s voting power by more than 1.75% in any rolling 12-month period.
The Company has entered into a stockholders agreement with the MFT pursuant to which the Company and the MFT have agreed not to take actions that would result in the MFT and Murdoch family members collectively owning more than 44% of the outstanding voting power of the shares of Class B Common Stock or would increase the MFT’s voting power by more than 1.75% in any rolling 12-month period.
A significant labor dispute could cause delays in production or other business interruptions and may result in higher costs in connection with new collective bargaining agreements, which could reduce profit margins and have an adverse effect on the Company’s business and reputation, and these risks may be exacerbated by labor constraints and inflationary pressures on employee wages and benefits.
A significant labor dispute could cause delays in production or other business interruptions and may result in higher costs or other unfavorable terms in connection with new collective bargaining agreements, which could reduce profit margins and have an adverse effect on the Company’s business and reputation, and these risks may be exacerbated by labor constraints and inflationary pressures on employee wages and benefits.
In particular, the Company’s Restated Certificate of Incorporation and Amended and Restated By-laws provide for, among other things: • a dual class common equity capital structure; • a prohibition on stockholders taking any action by written consent without a meeting; • special stockholders’ meeting to be called only by the Board of Directors, the Chair or a Vice or Deputy Chair of the Board of Directors, or, after first requesting that the Board of Directors fix a record date for such meeting, the holders of not less than 20% of the voting power of the Company’s outstanding voting stock; • the requirement that stockholders give the Company advance notice to nominate candidates for election to the Board of Directors or to make stockholder proposals at a stockholders’ meeting; • the requirement of an affirmative vote of at least 65% of the voting power of the Company’s outstanding voting stock to amend or repeal its by-laws; • vacancies on the Board of Directors to be filled only by a majority vote of directors then in office; • certain restrictions on the transfer of the Company’s shares; and • the Board of Directors to issue, without stockholder approval, Preferred Stock and Series Common Stock with such terms as the Board of Directors may determine.
In particular, the Company’s Restated Certificate of Incorporation and Amended and Restated By-laws provide for, among other things: • a dual class common equity capital structure, in which holders of Class A Common Stock can vote only in specific, limited circumstances; • a prohibition on stockholders taking any action by written consent without a meeting; • special stockholders’ meeting to be called only by the Board of Directors, the Chair or a Vice or Deputy Chair of the Board of Directors, or, after first requesting that the Board of Directors fix a record date for such meeting, the holders of not less than 20% of the voting power of the Company’s outstanding voting stock; • the requirement that stockholders give the Company advance notice to nominate candidates for election to the Board of Directors or to make stockholder proposals at a stockholders’ meeting; • the requirement of an affirmative vote of at least 65% of the voting power of the Company’s outstanding voting stock to amend or repeal its by-laws; • vacancies on the Board of Directors to be filled only by a majority vote of directors then in office; • certain restrictions on the transfer of the Company’s shares; and • the Board of Directors to issue, without stockholder approval, Preferred Stock and Series Common Stock with such terms as the Board of Directors may determine.
Evolving standards for the delivery of digital advertising, the development and implementation of technology, standards, regulations, policies and practices and changing consumer expectations that adversely affect the Company’s ability to deliver, target or measure the effectiveness of its advertising, including the phase-out of support for third-party cookies and mobile identifiers, as well as platform and browser requirements, news blocking or bias and new privacy regulations, may also negatively impact digital advertising revenues.
Evolving standards for the delivery of digital advertising, the development and implementation of technology, standards, regulations, policies and practices and changing consumer expectations that adversely affect the Company’s ability to deliver, target or measure the effectiveness of its advertising, including 16 Table of Contents the phase-out of support for third-party cookies and mobile identifiers, as well as platform and browser requirements, news blocking or bias and new privacy regulations, may also negatively impact digital advertising revenues.
Additionally, the ownership concentration of Class B Common Stock by the MFT increases the likelihood that proposals submitted for stockholder approval that are supported by the MFT will be adopted and proposals that the MFT does not support will not be adopted, whether or not such proposals to stockholders are also supported by the other holders of Class B Common Stock.
Additionally, the ownership concentration of Class B Common Stock by the MFT increases the likelihood that proposals submitted for stockholder approval that are supported by the MFT will be adopted and proposals that are not supported by the MFT will not be adopted, whether or not such proposals to stockholders are also supported by the other holders of Class B Common Stock.
The Company’s Amended and Restated By-laws further provide that any such overlapping person will not be liable to the Company, or to any of its stockholders, for breach of any fiduciary duty that would otherwise exist because such individual directs a corporate opportunity (other than certain types of restricted business opportunities set forth in the Company’s Amended 29 Table of Contents and Restated By-laws) to FOX instead of the Company.
The Company’s Amended and Restated By-laws further provide that any such overlapping person will not be liable to the Company, or to any of its stockholders, for breach of any fiduciary duty that would otherwise exist because such individual directs a corporate opportunity (other than certain types of restricted business opportunities set forth in the Company’s Amended and Restated By-laws) to FOX instead of the Company.
Factors such as inflationary pressures, labor shortages, higher transportation costs and delays and other supply chain issues, financial pressures, industry trends or economics (including the closure or conversion of newsprint mills and consolidation among suppliers and partners) , labor unrest, changes in laws and regulations, such as the E.U.’s Deforestation Regulation, natural disasters, extreme weather (which may occur with increasing frequency and intensity), pandemics and other widespread health crises or other circumstances affecting the Company’s paper and other third-party suppliers and print and distribution partners have increased, and could continue to increase, the Company’s printing and distribution costs and could lead to disruptions, reduced operations or consolidations within the Company’s printing and distribution supply chains and/or of third-party print sites and/or distribution routes.
Factors such as inflationary pressures, labor shortages, higher transportation costs and delays and other supply chain issues, financial pressures, industry trends or economics (including the closure or conversion of newsprint mills and consolidation among suppliers and partners), labor unrest, changes in laws and regulations, such as the E.U.’s Deforestation Regulation, natural disasters, extreme weather (which may occur with increasing frequency and intensity), pandemics and other widespread health crises, tariffs or other changes in trade policy or other circumstances affecting the Company’s paper and other third-party suppliers and print and distribution partners have increased, or could in the future increase, the Company’s printing and distribution costs and lead to disruptions, reduced operations or consolidations within the Company’s printing and distribution supply chains and/or of third-party print sites and/or distribution routes.
Events or developments related to these and other risks associated with the Company’s international operations could result in reputational harm and have an adverse impact on the Company’s business, results of operations, financial condition and prospects. Challenges associated with operating globally may increase as the Company continues to expand into geographic areas that it believes represent the highest growth opportunities.
Events or developments related to these and other risks associated with the Company’s international operations could result in reputational harm and have an adverse impact on the Company’s business, results of operations, financial condition and prospects. Challenges associated with operating globally may increase as the Company expands into geographic areas that it believes represent the highest growth opportunities.
The Company’s effective tax rate is impacted by the tax laws, regulations, practices and interpretations in the jurisdictions in which it operates and may fluctuate significantly from period to period depending on, among other things, the 27 Table of Contents geographic mix of the Company’s profits and losses, changes in tax laws and regulations or their application and interpretation, the outcome of tax audits and changes in valuation allowances associated with the Company’s deferred tax assets.
The Company’s effective tax rate is impacted by the tax laws, regulations, practices and interpretations in the jurisdictions in which it operates and may fluctuate significantly from period to period depending on, among other things, the geographic mix of the Company’s profits and losses, changes in tax laws and regulations or their application and interpretation, the outcome of tax audits and changes in valuation allowances associated with the Company’s deferred tax assets.
See “Governmental Regulation—Australian Media Regulation” for more information. Benchmarks provided by the Company’s Dow Jones Energy business may be subject to regulatory frameworks in the E.U. and other jurisdictions. See “Governmental Regulation—Benchmark Regulation” for more information.
Benchmarks provided by the Company’s Dow Jones Energy business may be subject to regulatory frameworks in the E.U. and other jurisdictions. See “Governmental Regulation—Benchmark Regulation” for more information.
Network and information systems and other technologies used by the Company or used or supplied by third-party providers or partners, including those related to content delivery networks, network management and cloud-based services (collectively, the “Systems”), are important to the Company’s business activities and contain its proprietary, confidential and sensitive business information, including personal data of its customers and personnel.
Network and information systems and other technologies used by the Company or used or supplied by third-party providers or partners, including those related to content delivery, network management and cloud-based services (collectively, the “Systems”), are critical to the Company’s business activities and contain its proprietary, confidential and sensitive business information, including personal data of its customers and personnel.
Such downturns have resulted, and could in the future result, in lower advertising expenditures, lower demand for the Company’s products and services, unfavorable changes in the mix of products and services purchased, pricing pressures, a credit ratings downgrade and/or higher borrowing costs and decreased ability of third parties to satisfy their obligations to the Company and have adversely affected, and could in the future adversely affect, the Company’s business, results of operations, financial condition and liquidity.
Such downturns have resulted, and could in the future result, in lower advertising expenditures, lower demand for the Company’s products and services, unfavorable changes in the mix of products and services purchased, pricing pressures, longer sales and payment cycles, a credit ratings downgrade and/or higher borrowing costs and decreased ability of third parties to satisfy their obligations to the Company and have adversely affected, and could in the future adversely affect, the Company’s business, results of operations, financial condition and liquidity.
These and other events or conditions outside the Company’s control have in the past also resulted in, and could in the future lead to, among other things, disruption of the Company’s business, a tightening of, and in some cases more limited access to, the credit and capital markets, lower levels of liquidity, increases in the rates of default and bankruptcy, lower consumer net worth and a decline in other markets such as energy and commodities, and could, in turn, lead to a broader, prolonged economic downturn.
These and other events or conditions outside the Company’s control have in the past also resulted in, and could in the future lead to, disruption of the Company’s business, a tightening of, or more limited access to, the credit and capital markets, lower levels of liquidity, increases in the rates of default and bankruptcy, lower consumer net worth and a decline in other markets such as energy and commodities, and could, in turn, lead to a broader, prolonged economic downturn.
There are risks inherent in doing business internationally and other risks may be heightened, including (1) issues related to staffing and managing international operations, including maintaining the health and safety of its personnel around the world; (2) economic uncertainties and volatility in local markets, including as a result of inflationary pressures or a general economic slowdown or recession, and political or social instability; (3) the impact of events in relevant jurisdictions such as natural disasters, extreme weather (which may occur with increasing frequency and intensity), pandemics and other widespread health crises, acts of terrorism or war and geopolitical tensions and conflicts; (4) compliance with foreign laws, regulations and policies and potential adverse changes thereto, including with respect to tax regimes, ownership restrictions, restrictions on repatriation of funds and currency exchange, data privacy, intellectual property, competition and labor and employment; (5) compliance with the Foreign Corrupt Practices Act, the U.K.
There are risks inherent in doing business internationally and other risks may be heightened, including (1) issues related to staffing and managing international operations, including maintaining the health and safety of its personnel around the world; (2) economic uncertainties and volatility in local markets, including as a result of trade policies, inflationary pressures or a general economic slowdown or recession, and political or social instability; (3) the impact of events in relevant jurisdictions such as geopolitical tensions and conflicts, natural disasters, extreme weather (which may occur with increasing frequency and intensity), pandemics and other widespread health crises and acts of terrorism or war; (4) compliance with foreign laws, regulations and policies and potential adverse changes thereto, including with respect to tax regimes, ownership restrictions, restrictions on repatriation of funds and currency exchange, data privacy, intellectual property, competition, AI, consumer protection and labor and employment, as well as U.S. laws affecting the conduct of business in foreign countries; (5) compliance with the Foreign Corrupt Practices Act, the U.K.
If the operating agreement with NAR is 22 Table of Contents terminated, the NAR License would also terminate, and Move would be required to transfer a copy of the software that operates the Realtor.com ® website to NAR and provide NAR with copies of its agreements with advertisers and data content providers.
If the operating agreement with NAR is terminated, the NAR License would also terminate, and Move would be required to transfer a copy of the software that operates the Realtor.com® website to NAR and provide NAR with copies of its agreements with advertisers and data content providers.
In addition, any “bugs,” errors or other defects in, or the improper implementation of, hardware or software applications the Company develops or procures from third parties could unexpectedly disrupt the Company’s network and information systems or other technologies or compromise information security.
In addition, any “bugs,” errors or other defects in, or the improper implementation of, hardware or software applications the Company develops or procures from third parties could unexpectedly disrupt the Company’s network and information systems or other 21 Table of Contents technologies or compromise information security.
Various aspects of the Company’s activities are subject to regulation in numerous jurisdictions around the world, and the introduction of new laws and regulations in countries where the Company’s products and services are produced or distributed, and changes in existing laws and regulations in those countries or the enforcement thereof, have increased its compliance risk and could have a negative impact on its interests.
Various aspects of the Company’s activities are subject to regulation in numerous jurisdictions around the world, and the introduction of new laws and regulations in countries where the Company’s products and services are produced or distributed, and 24 Table of Contents changes in existing laws and regulations in those countries or the interpretation or enforcement thereof, have increased its compliance risk and could have a negative impact on its interests.
The Company is party to agreements with third parties relating to certain of its businesses that restrict the Company’s ability to take specified actions and contain other rights that, depending on the circumstances, may not be in the best interest of the Company.
The Company is party to agreements with third parties relating to certain of its businesses that restrict the Company’s ability to take specified actions and contain other rights that may not be in the best interest of the Company.
In addition, as a result of his ability to appoint certain members of the board of directors of the corporate trustee of the Murdoch Family Trust (“MFT”), which beneficially owns less than one percent of the Company’s outstanding Class A Common Stock and approximately 40.3% of the Company’s Class B Common Stock as of June 30, 2024, K.
In addition, as a result of his ability to appoint certain members of the board of directors of the corporate trustee of the Murdoch Family Trust (“MFT”), which beneficially owns less than one percent of the Company’s outstanding Class A Common Stock and approximately 40.6% of the Company’s Class B Common Stock as of June 30, 2025, K.
During fiscal 2024, factors such as elevated interest rates and geopolitical tensions and conflicts contributed to continued economic uncertainty, reduced spending by advertisers and lower advertising revenues at certain of the Company’s businesses.
During fiscal 2025, factors such as trade issues, geopolitical tensions and conflicts and elevated interest rates contributed to continued economic uncertainty, reduced spending by advertisers and lower advertising revenues at certain of the Company’s businesses.
The Company and its subsidiaries, 26 Table of Contents including the Debtors, may also be able to incur substantial additional indebtedness in the future, which could exacerbate the effects described above and elsewhere in this “Item 1A. Risk Factors.” In addition, the Debtors’ outstanding Debt Documents contain financial and operating covenants that may limit their operational and financial flexibility.
The Company and its subsidiaries may also be able to incur substantial additional indebtedness in the future, which could exacerbate the effects described above and elsewhere in this “Item 1A. Risk Factors.” In addition, the Debtors’ outstanding Debt Documents contain financial and operating covenants that may limit their operational and financial flexibility.
Countermeasures that the Company and its third-party providers or partners have developed and implemented to address risks arising from Systems-related events, including its cybersecurity program, are not always successful, particularly given that techniques used to access, disable or degrade service, or sabotage Systems have continued to become more sophisticated and change frequently, and some countermeasures may limit the functionality of or otherwise negatively impact the Company’s products, services and systems.
Measures that the Company and its third-party providers or partners have developed and implemented to address risks arising from Systems-related events may not always be successful, particularly given that techniques used to access, disable or degrade service, or sabotage Systems have continued to become more sophisticated and change frequently, and some measures may limit the functionality of or otherwise negatively impact the Company’s products, services and systems.
The Company is Party to Agreements with Third Parties Relating to Certain of its Businesses That Contain Operational and Management Restrictions and/or Other Rights That, Depending on the Circumstances, May Not be in the Best Interest of the Company.
The Company is Party to Agreements with Third Parties Relating to Certain of its Businesses That Contain Operational Restrictions and/or Other Rights That May Not be in the Best Interest of the Company.
Efforts to protect and enforce the Company’s intellectual property rights may be costly, and any failure by the Company or its licensors and suppliers to effectively protect and enforce its or their intellectual property or brands, or any infringement claims by third parties, could adversely impact the Company’s business, results of operations or financial condition.
These and other efforts to protect and enforce the Company’s intellectual property rights are costly, and any failure by the Company or its licensors and suppliers to effectively protect and enforce its or their intellectual property or brands, or any infringement claims by third parties, could adversely impact the Company’s business, results of operations or financial condition.
The MFT would forfeit votes to the extent necessary to ensure that the MFT and the Murdoch family collectively do not exceed 44% of the outstanding voting power of the shares of Class B Common Stock, except where a Murdoch family member votes their own shares differently from the MFT on any matter. 30 Table of Contents ITEM 1B.
The MFT would forfeit votes to the extent necessary to ensure that the MFT and the Murdoch family collectively do not exceed 44% of the outstanding voting power of the shares of Class B Common Stock, except where a Murdoch family member votes their own shares differently from the MFT on any matter. ITEM 1B. UNRESOLVED STAFF COMMENTS None.
The Company’s ability to continue to make acquisitions or investments depends on the availability of suitable businesses at acceptable prices and whether restrictions are imposed by governmental bodies or regulations, and competition for certain types of acquisitions is significant.
The Company’s ability to continue to make acquisitions or investments depends on the availability of suitable businesses at acceptable prices, receipt of any necessary government or other approvals and whether restrictions are imposed by governmental bodies or regulations, and competition for certain types of acquisitions is significant.
In addition, the Company is exposed to foreign currency translation risk because it has significant operations in a number of foreign jurisdictions and certain of its operations are conducted in currencies other than the Company’s reporting currency, primarily the Australian dollar and the British pound sterling.
The Company is exposed to fluctuations in foreign currency exchange rates because it has significant operations in a number of foreign jurisdictions and certain of its operations are conducted in currencies other than the Company’s reporting currency, primarily the Australian dollar and the British pound sterling.
The Company’s success depends in part on its ability to maintain, enforce and monetize the intellectual property rights in its original and acquired content, and unauthorized use of its brands, programming, digital journalism and other content, books and other intellectual property affects the value of its content.
The Company’s success depends on its ability to maintain, enforce and monetize the rights in its content and other intellectual property, and unauthorized use of its brands, digital journalism and other content, books and other intellectual property affects their value.
The Company may also develop additional products and services that incorporate AI solutions to enhance insights and value for customers and consumers and respond to industry trends.
The Company is also developing additional products and services that incorporate AI solutions to enhance insights and value for consumers and customers and respond to industry trends.
Thus, K. Rupert Murdoch may be deemed to beneficially own in the aggregate less than one percent of the Company’s Class A Common Stock and approximately 40.8% of the Company’s Class B Common Stock as of June 30, 2024. This concentration of voting power could discourage third parties from making proposals involving an acquisition of the Company.
Rupert Murdoch may be deemed to beneficially own in the aggregate less than one percent of the Company’s Class A Common Stock and approximately 41.2% of the Company’s Class B Common Stock as of June 30, 2025. This concentration of voting power could discourage third parties from making proposals involving an acquisition of the Company.
Although the Company hedges a portion of this interest rate exposure, there can be no assurance that it will be able to continue to do so at a reasonable cost or at all, or that there will not be a default by any of the counterparties.
Although the Company has hedged its interest rate exposure, there can be no assurance that it will be able to continue to do so at a reasonable cost or at all, or that there will not be a default by any of the counterparties.
A number of factors may further heighten cybersecurity risks, such as (1) the high profile nature of the Company’s businesses, (2) geopolitical tensions and conflicts, (3) remote access to Company systems by employees and (4) access to Systems, products and services by Company personnel, customers and other third parties using personal devices and apps or tools available on such devices, including AI tools.
A number of factors further heighten cybersecurity risks, such as (1) the high profile nature of the Company’s businesses, (2) geopolitical tensions and conflicts, (3) remote access to Company systems by employees, (4) the increasing number of integrations and network connections with third-party providers and customers and (5) access to Systems, products and services by Company personnel, customers and other third parties using personal devices outside of the Company’s network and apps or tools available on such devices, including AI tools.
The Company’s Board of Directors has approved a $1 billion stock repurchase program for the Company’s Class A and Class B Common Stock, which has increased and could in the future further increase the percentage of Class B Common Stock held by the MFT.
The Company’s Board of Directors has authorized two $1 billion stock repurchase programs for the Company’s Class A and Class B Common Stock, which have increased and could in the future further increase the percentage of Class B Common Stock held by the MFT.
The market price of the Company’s common stock may fluctuate significantly, depending upon many factors, some of which may be beyond its control, including: (1) the Company’s quarterly or annual earnings, or those of other companies in its industry; (2) actual or anticipated fluctuations in the Company’s operating results; (3) success or failure of the Company’s business strategy; (4) the Company’s ability to obtain financing as needed; (5) changes in accounting standards, policies, guidance, interpretations or principles; (6) changes in laws and regulations affecting the Company’s business; (7) announcements by the Company or its competitors of significant new business developments or the addition or loss of significant customers; (8) announcements by the Company or its competitors of significant acquisitions or dispositions; (9) changes in earnings estimates by securities analysts or the Company’s ability to meet its earnings guidance, if any; (10) the operating and stock price performance of other comparable companies; (11) investor perception of the Company and the industries in which it operates; (12) results from material litigation or governmental investigations; (13) changes in capital gains taxes and taxes on dividends affecting stockholders; (14) overall market fluctuations, general economic conditions, such as inflationary pressures or a general economic slowdown or recession, and other external factors, including pandemics, geopolitical tensions or conflicts, war and terrorism; and (15) changes in the amounts and frequency of dividends or share repurchases, if any.
The market price of the Company’s common stock may fluctuate significantly, depending upon many factors, some of which may be beyond its control, including: (1) the Company’s quarterly or annual earnings, or those of other companies in its industry; (2) actual or anticipated fluctuations in the Company’s operating results; (3) success or failure of the Company’s business strategy; (4) the Company’s ability to obtain financing as needed; (5) changes in accounting standards, policies, guidance, interpretations or principles; (6) changes in laws and regulations affecting the Company’s business or interpretations thereof; (7) announcements by the Company or its competitors of significant new business developments or the addition or loss of significant customers; (8) announcements by the Company or its competitors of significant acquisitions or dispositions; (9) changes in earnings estimates by securities analysts or the Company’s ability to meet its earnings guidance, if any; (10) the operating and stock price performance of other comparable companies; (11) investor perception of the Company and the industries in which it operates; (12) results from material litigation or governmental investigations; (13) changes in capital gains taxes and taxes on dividends affecting stockholders; (14) overall market fluctuations, general economic conditions, such as inflationary pressures or a general economic slowdown or recession, the imposition of tariffs or other changes in trade policy and other external factors, including pandemics, geopolitical tensions or conflicts, war and terrorism; and (15) changes in the amounts and frequency of dividends or stock repurchases, if any. 25 Table of Contents Certain of the Company’s Directors and Significant Stockholders May Have Actual or Potential Conflicts of Interest Because of Their Equity Ownership in Fox Corporation (“FOX”) and/or Because They Also Serve as Officers and/or on the Board of Directors of FOX, Which May Result in the Diversion of Certain Corporate Opportunities to FOX.
However, the Company cannot ensure that these intellectual property rights or those of its licensors (including licenses relating to sports programming rights, set-top box technology and related systems, the NAR License and the Fox Licenses) and suppliers will be enforced or upheld if challenged or that these rights will protect the Company against infringement claims by third parties, and effective intellectual property protection may not be available in every country or region in which the Company operates or where its products and services are available.
However, the Company cannot ensure that these intellectual property rights or those of its licensors (including the NAR License) and suppliers will be enforced or upheld if challenged or that these rights will protect the Company against infringement claims by third parties, and effective intellectual property protection may not be available in every country or region in which the Company operates or where its products and services are available.
If the Company’s relationship with key suppliers deteriorates or any of these suppliers breaches or terminates its agreement with the Company or otherwise fails to perform its obligations in a timely manner, experiences operating or financial difficulties, is unable to meet demand due to component shortages and other supply chain issues, labor shortages, insufficient capacity, cybersecurity incidents or otherwise, significantly increases the amount it charges the Company for necessary products or services or ceases production or provision of any necessary product or service, the Company’s business, results of operations and financial condition may be adversely affected.
If any key supplier is unable to meet demand or otherwise fails to perform its obligations in a timely manner, the Company’s relationship with key suppliers deteriorates or any of these suppliers breaches or terminates its agreement with the Company, experiences operating or financial difficulties, significantly increases the amount it charges the Company for necessary products, services, data or information or ceases production or provision of any necessary product, service, data or information, the Company’s business, results of operations and financial condition may be adversely affected.
In addition, Move, the Company’s digital real estate services business in the U.S., operates the Realtor.com ® website under an agreement with NAR that is perpetual in duration. However, NAR may terminate the operating agreement for certain contractually-specified reasons upon expiration of any applicable cure periods.
For example, Move, the Company’s digital real estate services business in the U.S., operates the Realtor.com® website under an agreement with NAR that is perpetual in duration. The agreement contains certain operating requirements and may be terminated by NAR for certain contractually-specified reasons upon expiration of any applicable cure periods.
In the event any of these covenants are breached and such breach results in a default under any Debt Documents, the lenders or noteholders, as applicable, may accelerate the maturity of the indebtedness under the applicable Debt Documents, which could result in a cross-default under other outstanding Debt Documents and could have a material adverse impact on the Company’s business, results of operations and financial condition.
In the event any of these covenants are breached and such breach results in a default under any Debt Documents, the lenders or noteholders, as applicable, may accelerate the maturity of the indebtedness under the applicable Debt Documents, which could result in a cross-default under other outstanding Debt Documents and could have a material adverse impact on the Company’s business, results of operations and financial condition. 23 Table of Contents The Company is Exposed to Fluctuations in Foreign Currency Exchange Rates.
Complying with these laws and regulations could be costly and resource-intensive, require the Company to change its business practices, or limit or restrict aspects of the Company’s business in a manner adverse to its operations, including by restricting the collection and/or disclosure of information that enables it to target and measure the effectiveness of advertising.
Complying with these laws 22 Table of Contents and regulations is costly and resource-intensive and, from time to time, requires the Company to change its business practices or limit or restrict aspects of its business in a manner adverse to its operations, including by restricting the collection and/or disclosure of information that enables it to target and measure the effectiveness of advertising.
See “Governmental Regulation—Data Privacy and Security Regulation” for more information. These laws and regulations are increasingly complex and continue to evolve, and substantial uncertainty surrounds their scope and application. Moreover, data privacy and security laws may conflict from jurisdiction to jurisdiction.
These laws and regulations are increasingly complex and continue to evolve, and substantial uncertainty surrounds their scope and application. Moreover, data privacy and security laws may conflict from jurisdiction to jurisdiction.
Significant negative claims or publicity regarding the Company’s products and services, operations, customer service, management, employees, advertisers and other business partners, business decisions, social responsibility and culture may damage its brands or reputation, even if such claims are untrue.
Significant negative claims or publicity regarding the Company’s products and services, operations, customer service, management, employees, advertisers and other business partners, business decisions, positions on sustainability and corporate responsibility issues and culture may damage its brands or reputation and result in legal liability, even if such claims are untrue.
As the digital advertising market continues to evolve, there can be no assurance that the Company will be able to compete successfully for advertising budgets or that its digital advertising revenues will be able to offset declines in advertising revenue from traditional media offerings.
There can be no assurance that the Company will be able to successfully navigate the evolving digital advertising market or that its digital advertising revenues will be able to offset declines in advertising revenue from traditional media offerings.
Shifting consumer preferences for content consumption toward digital media and the proliferation of devices, technologies, formats and distribution platforms have intensified competition for advertising, increased audience fragmentation and advertising inventory and decreased demand for the Company’s traditional media offerings and their attractiveness to advertisers.
Shifting consumer preferences toward digital content consumption and the increasing number of content consumption choices have intensified competition for advertising, increased audience fragmentation and advertising inventory and decreased demand for the Company’s traditional media offerings and their attractiveness to advertisers.
In addition, media or other reports of actual or perceived security vulnerabilities in any Systems, even if nothing has actually been attempted or occurred, could also adversely impact the Company’s brand and reputation and materially affect its business, results of operations and financial condition.
Media or other reports of actual or perceived security vulnerabilities in any Systems could also adversely impact the Company’s brand and reputation and materially affect its business, results of operations and financial condition.
In order to position its business to take advantage of growth opportunities, the Company has made and may continue to make strategic acquisitions and investments that involve significant risks and uncertainties.
The Company Has Completed, and May Continue to Engage in, Strategic Transactions, Including Acquisitions, Investments and Divestitures, That Introduce Significant Risks and Uncertainties. In order to position its business to take advantage of growth opportunities, the Company has completed, and may continue to engage in, strategic transactions, including acquisitions and investments, that involve significant risks and uncertainties.
While the impact of these changes, as well as any additional changes that may arise from any resumed investigation or from other lawsuits, is uncertain and difficult to predict, if they significantly affect how home buyers and sellers engage with agents or negatively impact agent commissions, that could reduce the number of leads and other services agents purchase from the Company’s Move subsidiary and could adversely affect Move’s business and results of operations or require changes to its business model.
While the impact of such changes is uncertain and difficult to predict, if they significantly affect how home buyers and sellers engage with agents or negatively impact agent commissions, that could reduce the number of leads and other services agents purchase from Move and adversely affect its business and results of operations or require changes to its business model.
The ability of digital advertising to deliver more targeted, measurable results promptly and newer ways of purchasing advertising such as programmatic buying channels have further shifted advertising from traditional media to digital offerings, some of which generate lower rates or are not otherwise as beneficial to the Company.
Different ways of purchasing advertising such as programmatic buying channels have further shifted advertising from traditional media to digital offerings, some of which generate lower rates or are not otherwise as beneficial to the Company.
The Company’s brands, credibility and reputation could be damaged by incidents that erode consumer and customer trust or a perception that the Company’s products and services, including its journalism, programming, real estate information, benchmark and pricing services and other data and information, are low quality, unreliable 21 Table of Contents or fail to maintain independence and integrity.
The Company’s brands, credibility and reputation could be damaged by incidents that erode consumer and customer trust or a perception that the Company’s products and services, such as its journalism, real estate information, benchmark and pricing services and other data and information, are low quality, unreliable, biased or fail to maintain independence and integrity, including as a result of generative AI tools misattributing incorrect information to the Company.
However, there can be no assurance that it will be able to continue to do so at a reasonable cost or at all, or that there will not be a default by any of the counterparties to those arrangements.
However, there can be no assurance that it will be able to continue to do so at a reasonable cost or at all, or that there will not be a default by any of the counterparties to those arrangements. The Company Could Suffer Losses Due to Asset Impairment and Restructuring Charges.
Recent advances and continued rapid development in AI may also lead to unauthorized exploitation of the Company’s journalism and other content, both in the training and grounding of models as well as output produced by generative AI tools.
For example, recent advances and continued rapid development in AI have led to unauthorized exploitation of the Company’s content and other intellectual property, both in the training and grounding of models as well as output produced by generative AI tools.
Laws and regulations governing new or evolving technologies, including generative AI, are also developing and remain unsettled, and legal and regulatory developments in this area could impact the Company’s business, including through increased legal liability risk and compliance costs associated with the use of generative AI.
Laws and regulations governing new or evolving technologies, including generative AI, are also developing and remain unsettled, and legal and regulatory developments in this area could impact the Company’s business.
Any Significant Increase in the Cost to Print and Distribute the Company’s Books and Newspapers or Disruption in the Company’s Supply Chain or Printing and Distribution Channels May Adversely Affect the Company’s Business, Results of Operations and Financial Condition. Printing and distribution costs, including the cost of paper, are a significant expense for the Company’s book and newspaper publishing units.
Any Significant Increase in the Cost to Print and Distribute the Company’s Books and Newspapers or Disruption in the Company’s Supply Chain or Printing and Distribution Channels May Adversely Affect the Company’s Business, Results of Operations and Financial Condition.
The Company’s failure to comply, even if inadvertent or in good faith, or as a result of a compromise, breach or interruption of the Company’s systems by a third party, could result in exposure to enforcement by U.S. federal, state or local or foreign governments or private parties, notification and remediation costs, loss of customers, as well as significant negative publicity and reputational damage.
The Company’s failure to comply, even if inadvertent or in good faith, or as a result of a compromise, breach or interruption of the Company’s systems by a third party, could result in exposure to enforcement by U.S. federal, state or local or foreign governments or private parties, notification and remediation costs, loss of customers, as well as significant negative publicity and reputational damage, especially as regulators are increasingly focused on consumer privacy, particularly in connection with services directed to children, targeted advertising and consent practices.
Protection of the Company’s intellectual property rights is dependent on the scope and duration of its rights as defined by applicable laws in the U.S. and abroad, and if those laws are drafted or interpreted in ways that limit the extent or duration of the Company’s rights, including in relation to unauthorized use of the Company’s content by generative AI developers, or if existing laws are changed or 25 Table of Contents not effectively enforced, the Company’s ability to generate revenue from its intellectual property may decrease, or the cost of obtaining and maintaining rights may increase.
If those laws are drafted or interpreted in ways that limit the extent or duration of the Company’s rights or make applicable any legal defenses and/or exceptions, including in relation to unauthorized use of the Company’s content by generative AI developers, or if existing laws are changed or not effectively enforced, the Company’s ability to generate revenue from its intellectual property may decrease, or the cost of obtaining and maintaining rights may increase.
The Company’s Businesses Depend on a Single or Limited Number of Suppliers for Certain Key Products and Services, and Any Reduction or Interruption in the Supply of These Products and Services or a Significant Increase in Price Could Have an Adverse Effect on the Company’s Business, Results of Operations and Financial Condition.
The Company’s Businesses Depend on a Single or Limited Number of Suppliers for Certain Products, Services, Data and Information, and Reductions, Interruptions or Other Issues Affecting Their Supply or a Significant Increase in Price Could Have an Adverse Effect on the Company’s Business, Results of Operations and Financial Condition.
In fiscal 2024, persistent inflation in home prices and elevated interest rates, in particular, continued to adversely impact the U.S. real estate market and depress real estate lead and transaction volumes and adjacent businesses at the Digital Real Estate Services segment.
During fiscal 2025, persistent inflation in home prices and other housing-related costs, elevated interest rates and lower levels of consumer confidence continued to adversely impact the U.S. real estate market and depress real estate lead and transaction volumes and adjacent businesses at the Digital Real Estate Services segment.
Acquisitions or other transactions could also expose the Company to cybersecurity risks if there are vulnerabilities present in acquired or integrated entities’ systems and technologies. Consequently, the risks associated with cyberattacks continue to increase, particularly as the Company’s digital businesses expand. The Company has experienced, and expects to continue to be subject to, cybersecurity threats.
Acquisitions or other transactions could also expose the Company to cybersecurity risks if there are vulnerabilities present in acquired or integrated entities’ systems and technologies. The Company has experienced, and will continue to be subject to, cybersecurity threats.
The Company may incur substantial costs or be required to modify its business practices, implement new reporting processes and devote substantial management attention in order to comply with applicable laws and regulations and could incur substantial penalties or other liabilities and reputational damage in the event of any failure to comply. 28 Table of Contents Adverse Results from Litigation or Other Proceedings Could Impact the Company’s Business Practices and Operating Results.
The Company may incur substantial costs or be required to modify its business practices, implement new reporting processes and devote substantial management attention in order to comply with applicable laws and regulations and could incur substantial penalties or other liabilities and reputational damage in the event of any failure to comply, including as a result of conflicting requirements.
The Company’s businesses depend on a single or limited number of third-party suppliers for certain key products and services. For example, the Company relies on Amazon Web Services to supply cloud-based services used in many of the Company’s business activities and Optus to provide all of the satellite transponder capacity for its subscription video services business.
The Company’s businesses depend on a single or limited number of third-party suppliers for certain products, services, data and information. For example, the Company relies on Amazon Web Services to supply cloud-based services used in many of the Company’s business activities and Google to provide workspace and other enterprise services.
The loss of key employees, the failure to attract, retain and motivate other highly qualified people or higher costs associated with these efforts, could harm the Company’s business, including the ability to execute its business strategy, and negatively impact its results of operations.
The loss of key employees, the failure to attract, retain and motivate other highly qualified people or higher costs associated with these efforts has the potential to harm the Company’s business, including the ability to execute its business strategy, and negatively impact its results of operations. 19 Table of Contents The Company is Subject to Payment Processing Risk Which Could Lead to Adverse Effects on the Company’s Business and Results of Operations.
Failure to Comply with Complex and Evolving Laws and Regulations, Industry Standards and Contractual Obligations Regarding Privacy, Data Use and Data Protection Could Have an Adverse Effect on the Company’s Business, Financial Condition and Results of Operations.
Failure to Comply with Complex and Evolving Laws and Regulations, Industry Standards and Contractual Obligations Regarding Privacy, Data Use and Data Protection Could Have an Adverse Effect on the Company’s Business, Financial Condition and Results of Operations. In the course of its business, the Company collects, stores, uses and transmits personal data from consumers, customers, employees and other sources.
See “Business Overview” for more information regarding competition within each of the Company’s segments. This competition continues to intensify as a result of changes in technologies, including developments in generative AI, platforms and business models and corresponding changes in consumer and customer behavior.
This competition continues to intensify as a result of changes in technologies, including developments in generative AI, platforms and business models and corresponding changes in consumer and customer behavior.
There can be no assurance any strategic initiatives, products and services will be successful in the manner or time period or at the cost the Company expects or that it will realize the anticipated benefits it expects.
There can be no assurance any of these efforts will be successful, that they can be implemented in the time period or at the cost the Company expects or that it will realize the anticipated benefits.
Continued consolidation or strategic alliances in certain industries in which the Company operates or otherwise affecting the Company’s businesses may increase these advantages, including through greater scale, financial leverage and/or access to content, data, technology (including AI) and other offerings. If the Company is unable to compete successfully, its business, results of operations and financial condition could be adversely affected.
Continued consolidation or strategic alliances in certain industries in which the Company operates or otherwise affecting the Company’s businesses may increase these advantages, including through greater 15 Table of Contents scale, financial leverage and/or access to content, data, information, technology (including AI) and other offerings.
While the Company maintains cyber risk insurance, this insurance may not be sufficient to cover, or extend to, all costs or damage relating to any cybersecurity incident, and the Company cannot be certain that its current coverage will continue to be available on economically reasonable terms. 24 Table of Contents A significant failure, compromise, breach, interruption of or other incident affecting the Systems could adversely impact the confidentiality, integrity or availability of information or data maintained in the Systems and result in a disruption of the Company’s operations, including degradation or disruption of service, equipment damage, customer, audience or advertiser dissatisfaction, damage to its reputation or brands, regulatory investigations and enforcement actions, lawsuits, fines, penalties and other payments, response, recovery and remediation costs, a loss of or inability to attract new customers, audience, advertisers or business partners or loss of revenues and other financial losses.
A significant failure, compromise, breach, interruption of or other incident affecting the Systems could adversely impact the confidentiality, integrity or availability of the Systems or information or data maintained in the Systems and result in a disruption of the Company’s operations, including degradation or disruption of service, equipment damage, customer, audience or advertiser dissatisfaction, damage to its reputation or brands, regulatory investigations and enforcement actions, lawsuits, fines, penalties and other payments, response, recovery and remediation costs, a loss of or inability to attract new customers, audience, advertisers or business partners or loss of revenues and other financial losses.
System resilience and/or redundancy may be ineffective or inadequate, and the Company’s disaster recovery and business continuity planning may not be sufficient to address all potential cyber events or other disruptions.
System resilience and/or redundancy, and the Company’s disaster recovery and business continuity planning, may not be sufficient to address all potential cyber events or other disruptions. The risks associated with cyberattacks are increasing, particularly as the Company’s digital businesses expand.
Laws and regulations may vary between local, state, federal and international jurisdictions and may sometimes conflict, and the enforcement of those laws and regulations may be inconsistent and unpredictable. Many of these laws and regulations, particularly those relating to new or evolving technologies, such as generative AI, pricing algorithms or ESG matters, are complex, technical and changing rapidly.
Many of these laws and regulations, particularly those relating to new or evolving technologies, such as generative AI, pricing algorithms or ESG matters, are complex, technical and changing rapidly.
For example, alternative content distribution platforms and media channels have increased the choices available to consumers for content consumption and adversely impacted, and may continue to adversely impact, demand and pricing for the Company’s newspapers, subscription video services and other products and services.
For example, the proliferation of content distribution platforms and media channels, as well as AI-generated content, have (i) increased the choices available to consumers for content consumption and the risk of content commoditization and (ii) adversely impacted, and may continue to adversely impact, demand and pricing for the Company’s products and services.
Rupert Murdoch may be deemed to be a beneficial owner of the shares beneficially owned by the MFT. K. Rupert Murdoch, however, disclaims any beneficial ownership of these shares. Also, K. Rupert Murdoch beneficially owns or may be deemed to beneficially own an additional less than one percent of the Company’s Class B Common Stock as of June 30, 2024.
Rupert Murdoch beneficially owns or may be deemed to beneficially own an additional less than one percent of the Company’s Class B Common Stock as of June 30, 2025. Thus, K.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe Company’s CISO has been in his senior leadership role since 2021 and has over two decades of industry experience in cybersecurity and other technology-related roles, including as the Director of Cyber and Telecom Policy in the White House, where he advised senior administration officials on cybersecurity, technology and telecommunications policy issues.
Biggest changeThe Company’s CISO has been in his position since December 2024 after serving in various leadership and information security roles at the Company since 2021. He has over two decades of industry experience in cybersecurity, information governance and risk management at large media and technology companies.
In addition, the Company employs various technical measures and processes to address the cybersecurity threats it faces, which may include reporting, monitoring and alert tools, multi-factor authentication, encryption, endpoint detection and response, email and cloud security tools, vulnerability scanning tools, threat intelligence monitoring and application resilience measures, as well as threat modeling, architecture design reviews and code reviews performed by its product security team.
In addition, the Company employs various technical measures and processes to address the cybersecurity threats it faces, which may include reporting, monitoring and alert tools, identity and access management, multi-factor authentication, encryption, endpoint detection and response, email, application and cloud security tools, vulnerability scanning tools, threat intelligence monitoring and application resilience measures, as well as threat modeling, architecture design reviews and code reviews performed by its product security team.
To date, the Company is not aware of any cybersecurity incidents that have materially affected or are reasonably likely to materially affect the Company, including its business strategy, results of operations or financial condition. However, the Company continues to face cybersecurity risks such 31 Table of Contents as those described in “Item 1A.
To date, the Company is not aware of any cybersecurity incidents that have materially affected or are reasonably likely to materially affect the Company, including its business strategy, results of operations or financial condition. However, the Company continues to face cybersecurity risks such as those described in “Item 1A.
The Company’s reporting framework also includes its incident response policy and plan and other policies and processes which set forth specific procedures for internal and external reporting in the event of a cybersecurity incident, including notification to the Audit Committee, or the Board of Directors, as appropriate.
The Company’s reporting framework also includes its incident response policy and plan and other policies and processes which set forth specific procedures for internal and external reporting in the event of a cybersecurity incident, including notification to the Audit Committee or the Board of Directors, as appropriate. 28 Table of Contents
The Audit Committee generally receives reports at least quarterly from the CTO and CISO on the Company’s cybersecurity program covering various topics, including incident reporting, a review of the global cyber risk-map, updates on NIST maturity assessments, employee training and technology solutions and other practices designed to minimize the risks associated with cybersecurity threats, and updates the Board of Directors as appropriate.
The Audit Committee generally receives reports at least quarterly from the CTO and CISO on the Company’s cybersecurity program covering various topics, including incident reporting, a review of the global cyber risk-map, updates on the cybersecurity program and initiatives, employee training, technology solutions and other practices designed to minimize the risks associated with cybersecurity threats, and updates the Board of Directors as appropriate.
The program is overseen and monitored by a dedicated internal global cybersecurity organization, led by the Company’s Chief Information Security Officer (“CISO”), who reports directly to the Company’s Chief Technology Officer (“CTO”), and supported by designated cybersecurity risk leaders at the Company’s business units.
The program is overseen and monitored by a dedicated internal global cybersecurity organization, led by the Company’s Chief Information Security Officer (“CISO”), who reports directly to the Company’s Chief Technology Officer (“CTO”), and supported by designated business information security officers at the Company’s business units.
The Company may also consult with external legal counsel, third-party experts and other advisors in connection with incident response and recovery efforts and forensic investigations. The Company’s processes for i dentifying, assessing and managing cybersecurity risk are integrated into the Company’s overall risk management process.
The Company may also consult with external legal counsel, third-party experts and other advisors in connection with incident response and recovery efforts and forensic investigations. 27 Table of Contents The Company’s processes for i dentifying, assessing and managing cybersecurity risk are integrated into the Company’s overall risk management process.
The Company engages consultants and other independent third parties to periodically perform internal and external penetration testing, security audits, incident response readiness exercises and assessments of the Company’s cybersecurity risk management practices, including a maturity assessment of the Company’s cybersecurity program based on the NIST Cybersecurity Framework approximately every two years.
The Company engages consultants and other independent third parties to periodically perform internal and external penetration testing, security audits, incident response readiness exercises and assessments of the Company’s cybersecurity risk management practices, including an evaluation of the Company’s cybersecurity program based on the NIST Cybersecurity Framework approximately every two years.
T he Company reinforces a culture of secure behavior through annual cybersecurity and privacy awareness trainings, quarterly phishing exercises and regular delivery of other security awareness content via newsletters, departmental meetings and periodic campaigns, as well as specialized secure development training for product development teams.
T he Company reinforces a culture of secure behavior through annual cybersecurity and privacy awareness trainings, quarterly phishing exercises and regular delivery of other security awareness content via an online training system, steering committees, newsletters, departmental meetings and periodic campaigns, as well as specialized secure development training for product development teams.
The Company’s global cybersecurity organization, led by the CISO, is responsible for developing and implementing cybersecurity policies and procedures and identifying potential risks across the Company and works closely with dedicated cybersecurity personnel at the Company’s business units. The Company’s CTO has been in his senior leadership role since 2020.
The Company’s global cybersecurity organization, led by the CISO, is responsible for developing and implementing cybersecurity policies and procedures and identifying potential risks across the Company and works closely with dedicated cybersecurity personnel at the Company’s business units.
Removed
He has held similar positions prior to joining News Corp, has over 30 years of experience in various cybersecurity and information technology infrastructure and risk management roles and holds an advanced degree in information systems.
Added
The Company’s CTO assumed his position in June 2025 after serving in various leadership and technology roles at the Company’s subsidiary News Corp Australia since 2012, including as CTO from 2020. He has extensive experience in information technology infrastructure and risk management, digital media and the management of digital networks.

Item 2. Properties

Properties — owned and leased real estate

3 edited+0 added−1 removed6 unchanged
Biggest changeA Company-owned print center and an office building in Adelaide, Australia at which The Advertiser and Sunday Mail are printed and published, respectively; (b) The leased headquarters of Foxtel in Sydney, Australia; (c) The leased corporate offices and call center of Foxtel in Melbourne, Australia; (d) The leased offices and studios of FOX SPORTS Australia in Sydney, Australia; (e) The leased corporate offices of REA Group in Melbourne, Australia; and (f) The leased office space of Dow Jones in Hong Kong.
Biggest changeA Company-owned print center and an office building in Adelaide, Australia at which The Advertiser and Sunday Mail are printed and published, respectively; (b) The leased corporate offices of REA Group in Melbourne, Australia; and (c) The leased office space of Dow Jones in Hong Kong.
Europe The Company’s principal real properties in Europe are the following: 32 Table of Contents (a) The leased headquarters and editorial offices of the London operations of News UK, Dow Jones and HarperCollins and the broadcast studios for the Company’s U.K. radio stations at The News Building, 1 London Bridge Street, London, England; (b) The newspaper production and printing facilities for its U.K. newspapers, which consist of: 1.
Europe The Company’s principal real properties in Europe are the following: (a) The leased headquarters and editorial offices of the London operations of News UK, Dow Jones and HarperCollins and the broadcast studios for the Company’s U.K. radio stations at The News Building, 1 London Bridge Street, London, England; (b) The newspaper production and printing facilities for its U.K. newspapers, which consist of: 1.
The freehold interests in each of a publishing and printing facility in Broxbourne, England and printing facilities in Knowsley, England and North Lanarkshire, Scotland 5 ; and (c) The leased warehouse and office facilities of HarperCollins Publishers Limited in Glasgow, Scotland.
The freehold interests in each of a publishing and printing facility in Broxbourne, England and printing facilities in Knowsley, England and North Lanarkshire, Scotland 1 ; and (c) The leased warehouse and office facilities of HarperCollins Publishers Limited in Glasgow, Scotland.
Removed
ITEM 3. LEGAL PROCEEDINGS See Note 16—Commitments and Contingencies in the accompanying Consolidated Financial Statements.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

6 edited+1 added−0 removed2 unchanged
Biggest changeThe manner, timing, number and share price of any repurchases will be determined by the Company at its discretion and will depend upon such factors as the market price of the stock, general market conditions, applicable securities laws, alternative investment opportunities and other factors.
Biggest changeOn July 15, 2025, the Company announced a new stock repurchase program authorizing the Company to purchase up to $1 billion in the aggregate of the Company’s outstanding Class A Common Stock and Class B Common Stock (the “2025 Repurchase Program” and, together with the 2021 Repurchase Program, the “Stock Repurchase Programs”), which is in addition to the remaining authorized amount under the 2021 Repurchase Program. 31 Table of Contents The manner, timing, number and share price of any repurchases under the Stock Repurchase Programs will be determined by the Company at its discretion and will depend upon such factors as the market price of the stock, general market conditions, applicable securities laws, alternative investment opportunities and other factors.
Issuer Purchases of Equity Securities On September 22, 2021, the Company announced a stock repurchase program authorizing the Company to purchase up to $1 billion in the aggregate of the Company’s outstanding Class A Common Stock and Class B Common Stock (the “Repurchase Program”).
Issuer Purchases of Equity Securities On September 22, 2021, the Company announced a stock repurchase program authorizing the Company to purchase up to $1 billion in the aggregate of the Company’s outstanding Class A Common Stock and Class B Common Stock (the “2021 Repurchase Program”).
As of August 2, 2024, there were approximately 13,600 holders of record of shares of Class A Common Stock and 300 holders of record of shares of Class B Common Stock. Dividends For information regarding dividends, see Note 12—Stockholders' Equity in the accompanying Consolidated Financial Statements.
As of August 1, 2025, there were approximately 12,700 holders of record of shares of Class A Common Stock and 300 holders of record of shares of Class B Common Stock. Dividends For information regarding dividends, see Note 12—Stockholders' Equity in the accompanying Consolidated Financial Statements.
The following table summarizes the shares repurchased and subsequently retired and the related consideration paid during the fiscal years ended June 30, 2024, 2023 and 2022: For the fiscal years ended June 30, 2024 2023 2022 Shares Amount Shares Amount Shares Amount (in millions) Class A Common Stock 3.4 $ 79 9.5 $ 159 5.8 $ 122 Class B Common Stock 1.6 38 4.7 81 2.9 61 Total 5.0 $ 117 14.2 $ 240 8.7 $ 183 The following table details the Company’s monthly share repurchases during the three months ended June 30, 2024: Total Number of Shares Purchased - Class A (a) Total Number of Shares Purchased - Class B (a) Average Price Paid Per Share - Class A (b) Average Price Paid Per Share - Class B (b) Total Number of Shares Purchased as Part of Publicly Announced Program Dollar Value of Shares That May Yet Be Purchased Under Publicly Announced Program (b) (in millions, except per share amounts) April 1, 2024 - April 28, 2024 0.3 0.2 $ 24.85 $ 25.62 0.5 $ 484 April 29, 2024 - June 2, 2024 0.3 0.2 $ 25.37 $ 26.16 0.5 $ 471 June 3, 2024 - June 30, 2024 0.3 0.1 $ 27.33 $ 28.01 0.4 $ 460 Total 0.9 0.5 $ 25.76 $ 26.51 1.4 (a) The Company has not made any repurchases of Common Stock other than in connection with the publicly announced stock repurchase program described above.
The following table summarizes the shares repurchased and subsequently retired and the related consideration paid during the fiscal years ended June 30, 2025, 2024 and 2023: For the fiscal years ended June 30, 2025 2024 2023 Shares Amount Shares Amount Shares Amount (in millions) Class A Common Stock 3.5 $ 97 3.4 $ 79 9.5 $ 159 Class B Common Stock 1.8 53 1.6 38 4.7 81 Total 5.3 $ 150 5.0 $ 117 14.2 $ 240 The following table details the Company’s monthly share repurchases during the three months ended June 30, 2025: Total Number of Shares Purchased - Class A (a) Total Number of Shares Purchased - Class B (a) Average Price Paid Per Share - Class A (b) Average Price Paid Per Share - Class B (b) Total Number of Shares Purchased as Part of Publicly Announced Program Dollar Value of Shares That May Yet Be Purchased Under Publicly Announced Program (b) (in millions, except per share amounts) March 31, 2025 - April 27, 2025 0.3 0.2 $ 25.93 $ 29.75 0.5 $ 334 April 28, 2025 - June 1, 2025 0.3 0.2 $ 27.90 $ 32.34 0.5 $ 320 June 2, 2025 - June 29, 2025 0.2 0.1 $ 28.22 $ 32.43 0.3 $ 310 Total 0.8 0.5 $ 27.35 $ 31.52 1.3 (a) The Company has not made any repurchases of Common Stock other than in connection with the publicly announced 2021 Repurchase Program described above.
(b) Amounts exclude taxes, fees, commissions or other costs associated with the repurchases. ITEM 6. [RESERVED] Not applicable. 34 Table of Contents
(b) Amounts exclude taxes, fees, commissions or other costs associated with the repurchases.
The Repurchase Program has no time limit and may be modified, suspended or discontinued at any time. The remaining authorized amount under the Repurchase Program as of June 30, 2024 was approximately $460 million. Stock repurchases under the Repurchase Program commenced on November 9, 2021.
The remaining authorized amount under the 2021 Repurchase Program as of June 30, 2025 was approximately $310 million. Stock repurchases under the 2021 Repurchase Program commenced on November 9, 2021.
Added
The Stock Repurchase Programs have no time limit and may be modified, suspended or discontinued at any time. ITEM 6. [RESERVED] Not applicable. 32 Table of Contents

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

139 edited+39 added−79 removed71 unchanged
Biggest changeThe following table reconciles Net income to Total Segment EBITDA for the fiscal years ended June 30, 2024 and 2023: For the fiscal years ended June 30, 2024 2023 (in millions) Net income $ 354 $ 187 Add: Income tax expense 192 143 Other, net 30 (1) Interest expense, net 85 100 Equity losses of affiliates 6 127 Impairment and restructuring charges 138 150 Depreciation and amortization 734 714 Total Segment EBITDA $ 1,539 $ 1,420 43 Table of Contents The following table sets forth the Company’s Revenues and Segment EBITDA by reportable segment for the fiscal years ended June 30, 2024 and 2023: For the fiscal years ended June 30, 2024 2023 (in millions) Revenues Segment EBITDA Revenues Segment EBITDA Digital Real Estate Services $ 1,658 $ 508 $ 1,539 $ 457 Subscription Video Services 1,917 310 1,942 347 Dow Jones 2,231 542 2,153 494 Book Publishing 2,093 269 1,979 167 News Media 2,186 120 2,266 156 Other — (210) — (201) Total $ 10,085 $ 1,539 $ 9,879 $ 1,420 Digital Real Estate Services (16% and 15% of the Company’s consolidated revenues in fiscal 2024 and 2023, respectively) For the fiscal years ended June 30, 2024 2023 Change % Change (in millions, except %) Better/(Worse) Revenues: Circulation and subscription $ 10 $ 12 $ (2) (17) % Advertising 136 140 (4) (3) % Real estate 1,284 1,189 95 8 % Other 228 198 30 15 % Total Revenues 1,658 1,539 119 8 % Operating expenses (190) (201) 11 5 % Selling, general and administrative (960) (881) (79) (9) % Segment EBITDA $ 508 $ 457 $ 51 11 % For the fiscal year ended June 30, 2024, revenues at the Digital Real Estate Services segment increased $119 million, or 8%, as compared to fiscal 2023.
Biggest changeThe following table reconciles Net income from continuing operations to Total Segment EBITDA for the fiscal years ended June 30, 2025 and 2024: For the fiscal years ended June 30, 2025 2024 (in millions) Net income from continuing operations $ 648 $ 379 Reconciling items: Income tax expense from continuing operations 275 206 Other, net (111) 59 Interest (income) expense, net (3) 18 Equity losses of affiliates 15 6 Impairment and restructuring charges 132 133 Depreciation and amortization 459 440 Total Segment EBITDA $ 1,415 $ 1,241 The following table sets forth the Company’s Revenues and Segment EBITDA by reportable segment for the fiscal years ended June 30, 2025 and 2024: For the fiscal years ended June 30, 2025 2024 (in millions) Revenues Segment EBITDA Revenues Segment EBITDA Dow Jones $ 2,331 $ 588 $ 2,231 $ 542 Digital Real Estate Services 1,802 601 1,658 508 Book Publishing 2,149 296 2,093 269 News Media 2,170 153 2,270 133 Other — (223) — (211) Total $ 8,452 $ 1,415 $ 8,252 $ 1,241 41 Table of Contents Dow Jones (28% and 27% of the Company’s consolidated revenues in fiscal 2025 and 2024, respectively) For the fiscal years ended June 30, 2025 2024 Change % Change (in millions, except %) Better/(Worse) Revenues: Circulation and subscription $ 1,884 $ 1,771 $ 113 6 % Advertising 396 405 (9) (2) % Other 51 55 (4) (7) % Total Revenues 2,331 2,231 100 4 % Operating expenses (958) (919) (39) (4) % Selling, general and administrative (785) (770) (15) (2) % Segment EBITDA $ 588 $ 542 $ 46 8 % For the fiscal year ended June 30, 2025, revenues at the Dow Jones segment increased $100 million, or 4%, as compared to fiscal 2024, due to higher circulation and subscription revenues.
Advertising, in particular, has been impacted by the shift in spending from print to digital, which has increased advertising choices and formats, resulting in audience fragmentation and increased competition.
Advertising, in particular, has been impacted by the shift in spending from print to digital, which has increased advertising choices and formats, resulting in audience fragmentation and increased competition.
It is also home to many beloved children’s books and series and a significant Christian publishing business. • News Media —The News Media segment consists primarily of News Corp Australia, News UK and the New York Post and includes The Australian, The Daily Telegraph, Herald Sun, The Courier Mail , The Advertiser and the news.com.au website in Australia, The Times, The Sunday Times, The Sun, The Sun on Sunday and thesun.co.uk in the U.K. and the-sun.com in the U.S.
It is home to many beloved children’s books and series and a significant Christian publishing business. • News Media —The News Media segment consists primarily of News Corp Australia, News UK and the New York Post and includes The Australian , The Daily Telegraph , Herald Sun , The Courier Mail , The Advertiser and the news.com.au website in Australia, The Times , The Sunday Times , The Sun , The Sun on Sunday and thesun.co.uk in the U.K. and the-sun.com in the U.S.
The principal uses of cash that affect the Company’s liquidity position include the following: operational expenditures including employee costs, paper purchases and programming costs; capital expenditures; income tax payments; investments in associated entities; acquisitions; the repurchase of shares; dividends; and the repayment of debt and related interest.
The principal uses of cash that affect the Company’s liquidity position include the following: operational expenditures including employee costs and paper purchases; capital expenditures; income tax payments; investments in associated entities; acquisitions; the repurchase of shares; dividends; and the repayment of debt and related interest.
These statements appear in a number of places in this discussion and analysis and include statements regarding the intent, belief or current expectations of the Company, its directors or its officers with respect to, among other things, trends affecting the Company’s business, financial condition or results of operations, the Company’s strategy and strategic initiatives, including potential acquisitions, investments and dispositions, the Company’s cost savings initiatives and the outcome of contingencies such as litigation and investigations.
These statements appear in a number of places in this discussion and analysis and include statements regarding the intent, belief or current expectations of the Company, its directors or its officers with respect to, among other things, trends affecting the Company’s business, financial condition or results of operations, the Company’s strategy and strategic initiatives, including the sale of Foxtel and other potential acquisitions, investments and dispositions, the Company’s cost savings initiatives and the outcome of contingencies such as litigation and investigations.
Changes in net periodic benefit costs may occur in the future due to changes in the Company’s expected rate of return on plan assets and discount rate resulting from economic events.
Changes in net periodic benefit costs (income) may occur in the future due to changes in the Company’s expected rate of return on plan assets and discount rate resulting from economic events.
This discussion is organized as follows: • Overview of the Company’s Businesses —This section provides a general description of the Company’s businesses, as well as developments that occurred during the fiscal years ended June 30, 2024 and 2023 and through the date of this filing that the Company believes are important in understanding its results of operations and financial condition or to disclose known trends. • Results of Operations —This section provides an analysis of the Company’s results of operations for the fiscal years ended June 30, 2024 and 2023.
This discussion is organized as follows: • Overview of the Company’s Businesses —This section provides a general description of the Company’s businesses, as well as developments that occurred during the fiscal years ended June 30, 2025 and 2024 and through the date of this filing that the Company believes are important in understanding its results of operations and financial condition or to disclose known trends. • Results of Operations —This section provides an analysis of the Company’s results of operations for the fiscal years ended June 30, 2025 and 2024.
Readers should carefully review this document and the other documents filed by the Company with the Securities and Exchange Commission (the “SEC”). This section should be read together with the Consolidated Financial Statements of News Corporation and related notes set forth elsewhere in this Annual Report. The following discussion and analysis omits discussion of fiscal 2022. Please see “Item 7.
Readers should carefully review this document and the other documents filed by the Company with the Securities and Exchange Commission (the “SEC”). This section should be read together with the Consolidated Financial Statements of News Corporation and related notes set forth elsewhere in this Annual Report. The following discussion and analysis omits discussion of fiscal 2023. Please see “Item 7.
The Company anticipates that it will make required contributions of approximately $1 million in fiscal 2025, assuming that actual plan asset returns are consistent with the Company’s returns in fiscal 2024 and those expected beyond, and that interest rates remain constant. The Company will continue to make voluntary contributions as necessary to improve the funded status of the plans.
The Company anticipates that it will make required contributions of approximately $1 million in fiscal 2026, assuming that actual plan asset returns are consistent with the Company’s returns in fiscal 2025 and those expected beyond, and that interest rates remain constant. The Company will continue to make voluntary contributions as necessary to improve the funded status of the plans.
The following table highlights the sensitivity of the Company’s pension obligations and expense to changes in these assumptions, assuming all other assumptions remain constant: Changes in Assumption Impact on Annual Pension Expense Impact on Projected Benefit Obligation 0.25 percentage point decrease in discount rate — Increase $21 million 0.25 percentage point increase in discount rate — Decrease $20 million 0.25 percentage point decrease in expected rate of return on assets Increase $2 million — 0.25 percentage point increase in expected rate of return on assets Decrease $2 million —
The following table highlights the sensitivity of the Company’s pension obligations and expense to changes in these assumptions, assuming all other assumptions remain constant: Changes in Assumption Impact on Annual Pension Expense Impact on Projected Benefit Obligation 0.25 percentage point decrease in discount rate — Increase $20 million 0.25 percentage point increase in discount rate — Decrease $19 million 0.25 percentage point decrease in expected rate of return on assets Increase $2 million — 0.25 percentage point increase in expected rate of return on assets Decrease $2 million —
Future plan contributions are dependent upon actual plan asset returns, statutory requirements and interest rate movements. Assuming that actual plan asset returns are consistent with the Company’s returns in fiscal 2024 and those expected beyond, and that interest rates remain constant, the Company anticipates that it will make required pension contributions of approximately $1 million in fiscal 2025.
Future plan contributions are dependent upon actual plan asset returns, statutory requirements and interest rate movements. Assuming that actual plan asset returns are consistent with the Company’s returns in fiscal 2025 and those expected beyond, and that interest rates remain constant, the Company anticipates that it will make required pension contributions of approximately $1 million in fiscal 2026.
Of this amount, $136 million is cash not readily accessible by the Company as it is held by REA Group, a majority owned but separately listed public company. REA Group must declare a dividend in order for the Company to have access to its share of REA Group’s cash balance.
Of this amount, $280 million is cash not readily accessible by the Company as it is held by REA Group, a majority owned but separately listed public company. REA Group must declare a dividend in order for the Company to have access to its share of REA Group’s cash balance.
In addition to the acquisitions and dispositions disclosed elsewhere, the Company has evaluated, and expects to continue to evaluate, possible future acquisitions and dispositions of certain businesses. Such transactions may be material and may involve cash, the issuance of the Company’s securities or the assumption of indebtedness.
In addition to the acquisitions and dispositions disclosed elsewhere, as applicable, the Company has evaluated, and expects to continue to evaluate, possible future acquisitions and dispositions of certain businesses. Such transactions may be material and may involve cash, the issuance of the Company’s securities or the assumption of indebtedness.
Fiscal 2024 and 2023 each included 52 weeks. • Liquidity and Capital Resources —This section provides an analysis of the Company’s cash flows for the fiscal years ended June 30, 2024 and 2023, as well as a discussion of the Company’s financial arrangements and outstanding commitments, both firm and contingent, that existed as of June 30, 2024. 35 Table of Contents • Critical Accounting Policies and Estimates —This section discusses accounting policies considered important to the Company’s financial condition and results of operations, and which require significant judgment and estimates on the part of management in application.
Fiscal 2025 and 2024 each included 52 weeks. • Liquidity and Capital Resources —This section provides an analysis of the Company’s cash flows for the fiscal years ended June 30, 2025 and 2024, as well as a discussion of the Company’s financial arrangements and outstanding commitments, both firm and contingent, that existed as of June 30, 2025. 33 Table of Contents • Critical Accounting Policies and Estimates —This section discusses accounting policies considered important to the Company’s financial condition and results of operations, and which require significant judgment and estimates on the part of management in application.
The Company expects its OPEB payments to approximate $7 million in fiscal 2025. See Note 17—Retirement Benefit Obligations and Note 18—Other Postretirement Benefits in the accompanying Consolidated Financial Statements.
The Company expects its OPEB payments to approximate $7 million in fiscal 2026. See Note 17—Retirement Benefit Obligations and Note 18—Other Postretirement Benefits in the accompanying Consolidated Financial Statements.
As a result of the Tax Act, substantially all of the Company’s earnings in foreign subsidiaries generated prior to the enactment of the Tax Act were deemed to have been repatriated and taxed accordingly. As of June 30, 2024, the Company has approximately $1 billion of undistributed foreign earnings that it intends to reinvest permanently.
As a result of the Tax Act, substantially all of the Company’s earnings in foreign subsidiaries generated prior to the enactment of the Tax Act were deemed to have been repatriated and taxed accordingly. As of June 30, 2025, the Company has approximately $1 billion of undistributed foreign earnings generated after the Tax Act that it intends to reinvest permanently.
As a result of rapidly changing and evolving technologies (including recent developments in AI, particularly generative AI), distribution platforms and business models, and corresponding changes in consumer behavior, the News Media segment continues to face increasing competition for both circulation and advertising revenue, particularly in its print business.
As a result of rapidly changing and evolving technologies (including developments in AI, particularly generative AI), distribution platforms and business models, and corresponding changes in consumer behavior, the News Media segment continues to face increasing competition for both circulation and advertising revenue.
The manner, timing, number and share price of any repurchases will be determined by the Company at its discretion and will depend upon such factors as the market price of the stock, general market conditions, applicable securities laws, alternative investment opportunities and other factors.
The manner, timing, number and share price of any repurchases under the Stock Repurchase Programs will be determined by the Company at its discretion and will depend upon such factors as the market price of the stock, general market conditions, applicable securities laws, alternative investment opportunities and other factors.
Unrecognized losses for the primary plans in excess of 10% of the greater of the market-related value of plan assets or the plan’s projected benefit obligation are recognized over the average life expectancy for plan participants for the primary plans. The Company made contributions of $23 million and $14 million to its pension plans in fiscal 2024 and 2023, respectively.
Unrecognized losses for the primary plans in excess of 10% of the greater of the market-related value of plan assets or the plan’s projected benefit obligation are recognized over the average life expectancy for plan participants for the primary plans. The Company made contributions of $20 million and $23 million to its pension plans in fiscal 2025 and 2024, respectively.
The Company recorded $28 million and $13 million in net periodic benefit costs (income) in the Statements of Operations for the fiscal years ended June 30, 2024 and 2023, respectively. The Company utilizes the full yield-curve approach to estimate the service and interest cost components of net periodic benefit costs (income) for its pension and other postretirement benefit plans.
The Company recorded $10 million and $28 million in net periodic benefit costs (income) in the Statements of Operations for the fiscal years ended June 30, 2025 and 2024, respectively. The Company utilizes the full yield-curve approach to estimate the service and interest cost components of net periodic benefit costs (income) for its pension and other postretirement benefit plans.
Although the discount rate used for each plan will be established and applied individually, a weighted average discount rate of 5.3% will be used in calculating the fiscal 2025 net periodic benefit costs (income).
Although the discount rate used for each plan will be established and applied individually, a weighted average discount rate of 5.5% will be used in calculating the fiscal 2026 net periodic benefit costs (income).
INTRODUCTION News Corporation (together with its subsidiaries, “News Corporation,” “News Corp,” the “Company,” “we” or “us”) is a global diversified media and information services company comprised of businesses across a range of media, including: digital real estate services, subscription video services in Australia, news and information services and book publishing.
INTRODUCTION News Corporation (together with its subsidiaries, “News Corporation,” “News Corp,” the “Company,” “we” or “us”) is a global diversified media and information services company comprised of businesses across a range of media, including: information services and news, digital real estate services and book publishing.
The weighted average discount rate is volatile from year to year because it is determined based upon the prevailing rates in the U.S., the U.K., Australia and other foreign countries as of the measurement date. 56 Table of Contents The key assumptions used in developing the Company’s fiscal 2024 and 2023 net periodic benefit costs (income) for its plans consist of the following: 2024 2023 (in millions, except %) Weighted average assumptions used to determine net periodic benefit costs (income): Discount rate for PBO 5.4% 4.1% Discount rate for service cost 5.4% 4.8% Discount rate for interest on PBO 5.6% 4.0% Assets: Expected rate of return 5.6% 4.3% Expected return $49 $43 Actual return $45 $(92) Loss $(4) $(135) One year actual return 5.2% (8.7)% Five year actual return (1.8)% (1.7)% The Company will use a weighted average long-term rate of return of 5.9% for fiscal 2025 based principally on a combination of current asset mix and an expectation of future long term investment returns.
The weighted average discount rate is volatile from year to year because it is determined based upon the prevailing rates in the U.S., the U.K., Australia and other foreign countries as of the measurement date. 51 Table of Contents The key assumptions used in developing the Company’s fiscal 2025 and 2024 net periodic benefit costs (income) for its plans consist of the following: 2025 2024 (in millions, except %) Weighted average assumptions used to determine net periodic benefit costs (income): Discount rate for PBO 5.3% 5.4% Discount rate for service cost 5.3% 5.4% Discount rate for interest on PBO 5.2% 5.6% Assets: Expected rate of return 5.9% 5.6% Expected return $51 $49 Actual return $24 $45 Loss $(27) $(4) One year actual return 2.8% 5.2% Five year actual return (2.9)% (1.8)% The Company will use a weighted average long-term rate of return of 6.4% for fiscal 2026 based principally on a combination of current asset mix and an expectation of future long term investment returns.
Circulation revenues are dependent on the content of the Dow Jones segment’s consumer products, prices of its and/or competitors’ products, as well as promotional activities and news cycles.
Circulation revenues are dependent on the content of the Dow Jones segment’s consumer products, prices of its and/or competitors’ products, the usefulness and popularity of its digital products, as well as promotional activities and news cycles.
The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in a revenue increase of $39 million, or 5%, for the fiscal year ended June 30, 2024 as compared to fiscal 2023. LIQUIDITY AND CAPITAL RESOURCES Current Financial Condition The Company’s principal source of liquidity is internally generated funds and cash and cash equivalents on hand.
The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in a revenue increase of $22 million, or 3%, for the fiscal year ended June 30, 2025 as compared to fiscal 2024. LIQUIDITY AND CAPITAL RESOURCES Current Financial Condition The Company’s principal source of liquidity is internally generated funds and cash and cash equivalents on hand.
The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in a revenue decrease of $52 million, or 2%, for the fiscal year ended June 30, 2024, as compared to fiscal 2023.
The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in a revenue decrease of $11 million, or 2%, for the fiscal year ended June 30, 2025 as compared to fiscal 2024.
The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in a revenue increase of $7 million, or 1%, for the fiscal year ended June 30, 2024 as compared to fiscal 2023.
The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in a revenue increase of $14 million, or 1%, for the fiscal year ended June 30, 2025 as compared to fiscal 2024.
Prior to the enactment of the Tax Cuts and Jobs Act (“Tax Act”), the Company’s undistributed foreign earnings were considered permanently reinvested and as such, United States federal and state income taxes were not previously recorded on these earnings.
Prior to the enactment of the Tax Act, the Company’s undistributed foreign earnings were considered permanently reinvested and as such, United States federal and state income taxes were not previously recorded on these earnings.
The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in a revenue increase of $20 million for the fiscal year ended June 30, 2024 as compared to fiscal 2023 .
The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in a revenue increase of $8 million for the fiscal year ended June 30, 2025 as compared to fiscal 2024.
The Company made contributions of $23 million and $14 million to its pension plans in fiscal 2024 and fiscal 2023, respectively. Future plan contributions are dependent upon actual plan asset returns, interest rates and statutory requirements.
The Company made contributions of $20 million and $23 million to its pension plans in fiscal 2025 and fiscal 2024, respectively. Future plan contributions are dependent upon actual plan asset returns, interest rates and statutory requirements.
Significant unobservable inputs utilized in the market approach valuation method were EBITDA and revenue multiples from guideline public companies operating in similar industries (ranging from 5.5x to 11.8x and 2.0x to 2.8x, respectively) and control premiums (ranging from 5.0% to 10.0%).
Significant unobservable inputs utilized in the market approach valuation method for quantitative assessments were EBITDA and revenue multiples from guideline public companies operating in similar industries (ranging from 5.0x to 10.0x and 2.0x to 2.8x, respectively) and control premiums (ranging from 5.0% to 10.0%).
Move offers real estate advertising solutions to agents and brokers, including its Connections SM Plus, Market VIP SM , Advantage SM Pro and Listing Toolkit products as well as its referral-based services, ReadyConnect Concierge SM and RealChoice TM Selling (formerly UpNest).
Move offers real estate advertising solutions to agents and brokers, including its RealPRO Select SM (formerly Market VIP SM ), Connections SM Plus and Listing Toolkit products as well as its referral-based services, ReadyConnect Concierge SM and RealChoice TM Selling.
Digital revenues represented 71% of circulation revenue for the fiscal year ended June 30, 2024, as compared to 69% in fiscal 2023. 46 Table of Contents The following table summarizes average daily consumer subscriptions during the three months ended June 30, 2024 and 2023 for select publications and for all consumer subscription products.
Digital revenues represented 74% of circulation revenue for the fiscal year ended June 30, 2025, as compared to 71% in fiscal 2024. 42 Table of Contents The following table summarizes average daily consumer subscriptions during the three months ended June 30, 2025 and 2024 for select publications and for all consumer subscription products.
The increase was primarily due to higher Total Segment EBITDA, largely offset by higher working capital and higher restructuring payments.
The increase was primarily due to higher Total Segment EBITDA and lower restructuring and interest payments, largely offset by higher working capital and higher tax payments.
The tax rate was impacted by foreign operations which are subject to higher tax rates, impairments and valuation allowances recorded against tax benefits in certain businesses. See Note 19—Income Taxes in the accompanying Consolidated Financial Statements.
The tax rate was impacted by foreign operations which are subject to higher tax rates, asset impairments and investment write-downs with lower tax benefits and valuation allowances recorded against tax benefits in certain businesses. See Note 19—Income Taxes in the accompanying Consolidated Financial Statements.
Digital revenues at the Dow Jones segment represented 80% of total revenues for the fiscal year ended June 30, 2024, as compared to 78% in fiscal 2023.
Digital revenues represented 82% of total revenues at the Dow Jones segment for the fiscal year ended June 30, 2025, as compared to 80% in fiscal 2024.
There can be no assurances that the Company will continue to have access to the credit and capital markets on acceptable terms. As of June 30, 2024, the Company’s consolidated assets included $975 million in cash and cash equivalents that were held by its foreign subsidiaries.
There can be no assurances that the Company will continue to have access to the credit and capital markets on acceptable terms. 45 Table of Contents As of June 30, 2025, the Company’s consolidated assets included $915 million in cash and cash equivalents that were held by its foreign subsidiaries.
The consumer business is affected by the cyclical changes in the price of paper and other factors that may affect paper prices, including, among other things, inflation, supply chain disruptions, industry trends or economics and tariffs or other restrictions on non-U.S. paper suppliers.
The consumer business is affected by the cyclical changes in the price of paper and other factors that may affect paper prices, including, among other things, inflation, supply chain disruptions, industry trends or economics and tariffs or other trade restrictions.
Digital advertising revenues represented 64% of advertising revenue for the fiscal year ended June 30, 2024, as compared to 61% in fiscal 2023.
Digital advertising revenues represented 65% of advertising revenue for the fiscal year ended June 30, 2025, as compared to 64% in fiscal 2024.
The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in a revenue decrease of $37 million for the fiscal year ended June 30, 2024 as compared to fiscal 2023.
The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in a revenue increase of $4 million for the fiscal year ended June 30, 2025 as compared to fiscal 2024.
Impairment and restructuring charges —During the fiscal years ended June 30, 2024 and 2023, the Company recorded restructuring charges of $94 million and $125 million, respectively. See Note 5—Restructuring Programs in the accompanying Consolidated Financial Statements.
Impairment and restructuring charges —During the fiscal years ended June 30, 2025 and 2024, the Company recorded restructuring charges of $120 million and $89 million, respectively. See Note 5—Restructuring Programs in the accompanying Consolidated Financial Statements.
Income tax expense —For the fiscal year ended June 30, 2024, the Company recorded income tax expense of $192 million on pre-tax income of $546 million, resulting in an effective tax rate of 35%, which was higher than the U.S. statutory tax rate.
For the fiscal year ended June 30, 2024, the Company recorded income tax expense of $206 million on pre-tax income from continuing operations of $585 million, resulting in an effective tax rate of 35%, which was higher than the U.S. statutory tax rate.
(b) Subscriptions include individual consumer subscriptions, as well as subscriptions purchased by companies, schools, businesses and associations for use by their respective employees, students, customers or members. Subscriptions exclude single-copy sales and copies purchased by hotels, airlines and other businesses for limited distribution or access to customers.
Excludes off-platform distribution, except for certain custom workflow integration products. (b) Subscriptions include individual consumer subscriptions, as well as subscriptions purchased by companies, schools, businesses and associations for use by their respective employees, students, customers or members. Subscriptions exclude single-copy sales and copies purchased by hotels, airlines and other businesses for limited distribution or access to customers.
News Corporation Borrowings As of June 30, 2024, the Company had (i) borrowings of $1,968 million, consisting of its outstanding 2021 Senior Notes, 2022 Senior Notes and Term A Loans and (ii) $750 million of undrawn commitments available under the Revolving Facility.
Borrowings News Corporation Borrowings As of June 30, 2025, News Corporation had (i) borrowings of $1,962 million, including the current portion, consisting of its outstanding 2021 Senior Notes, 2022 Senior Notes and Term A Loans, and (ii) $750 million of undrawn commitments available under the Revolving Facility.
During the fourth quarter of fiscal 2024, as part of the Company’s long-range planning process, the Company completed its annual goodwill and indefinite-lived intangible asset impairment test. The performance of the Company’s annual impairment analysis resulted in $18 million of impairments to an indefinite-lived intangible asset and goodwill in fiscal 2024.
During the fourth quarter of fiscal 2025, as part of the Company’s long-range planning process, the Company completed its annual goodwill and indefinite-lived intangible asset impairment test. The performance of the Company’s annual impairment analysis resulted in no impairments to indefinite-lived intangible assets or goodwill in fiscal 2025.
The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in an Operating expense decrease of $10 million for the fiscal year ended June 30, 2024 as compared to fiscal 2023. 41 Table of Contents Selling, general and administrative —Selling, general and administrative increased $158 million, or 5%, for the fiscal year ended June 30, 2024 as compared to fiscal 2023.
The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in an Operating expense increase of $9 million for the fiscal year ended June 30, 2025 as compared to fiscal 2024. 38 Table of Contents Selling, general and administrative —Selling, general and administrative increased $104 million, or 3%, for the fiscal year ended June 30, 2025 as compared to fiscal 2024.
Segment EBITDA For the fiscal year ended June 30, 2024, Segment EBITDA at the Dow Jones segment increased $48 million, or 10%, as compared to fiscal 2023 primarily due to the increase in revenues discussed above and lower newsprint, production and distribution costs, partially offset by higher technology and marketing costs and higher employee costs, which were mitigated by ongoing cost savings initiatives.
Segment EBITDA For the fiscal year ended June 30, 2025, Segment EBITDA at the Dow Jones segment increased $46 million, or 8%, as compared to fiscal 2024, primarily due to the increase in revenues discussed above and lower newsprint, production and distribution costs, partially offset by higher employee, technology and marketing costs.
Significant unobservable inputs utilized in the income approach valuation method were discount rates (ranging from 8.0% to 18.5%), long-term growth rates (ranging from 1.0% to 3.5%) and royalty rates (ranging from 0.25% to 7.0%).
Significant unobservable inputs utilized in the income approach valuation method for quantitative assessments were discount rates (generally ranging from 8.0% to 17.0%), long-term growth rates (ranging from 2.0% to 3.0%) and royalty rates (ranging from 0.25% to 5.0%).
Circulation and subscription revenues increased $10 million, or 1%, as compared to fiscal 2023, due to the $15 million, or 1%, positive impact of foreign currency fluctuations, as cover price increases and digital subscriber growth were more than offset by print volume declines.
Circulation and subscription revenues increased $9 million, or 2%, due to the positive impact of foreign currency fluctuations as cover price increases, higher content licensing revenues and digital subscriber growth were more than offset by print volume declines.
This segment also includes Wireless Group, operator of talkSPORT, the leading sports radio network in the U.K., Talk in the U.K. and Storyful, a social media content agency. • Other —The Other segment consists primarily of general corporate overhead expenses, strategy costs and costs related to the U.K.
This segment also includes Wireless Group, operator of talkSPORT, the leading sports radio network in the U.K., Talk in the U.K., Australian News Channel, which operates the Sky News Australia network, Australia’s 24-hour multi-channel, multi-platform news service, and Storyful, a social media content agency. • Other —The Other segment consists primarily of general corporate overhead expenses, strategy costs and costs related to the U.K.
Operating expenses —Operating expenses decreased $71 million, or 1%, for the fiscal year ended June 30, 2024 as compared to fiscal 2023.
Operating expenses —Operating expenses decreased $78 million, or 2%, for the fiscal year ended June 30, 2025 as compared to fiscal 2024.
(e) Total Consumer consists of The Wall Street Journal , Barron’s Group and Investor’s Business Daily . Advertising Revenues Advertising revenues decreased $8 million, or 2%, during the fiscal year ended June 30, 2024 as compared to fiscal 2023, primarily due to the $17 million decrease in print advertising revenues, partially offset by the $9 million increase in digital advertising.
(e) Total Consumer consists of The Wall Street Journal , Barron’s Group and Investor’s Business Daily . Advertising Revenues Advertising revenues decreased $9 million, or 2%, during the fiscal year ended June 30, 2025 as compared to fiscal 2024, primarily due to lower print advertising revenues of $7 million, or 5%.
These firm commitments secure the current and future rights to various assets and services to be used in the normal course of operations.
Commitments The Company has commitments under certain firm contractual arrangements to make future payments. These firm commitments secure the current and future rights to various assets and services to be used in the normal course of operations.
The weighted average expected long-term rate of return of 5.9% for fiscal 2025 is based on a weighted average target asset allocation assumption of 14% equities, 83% fixed-income securities and 3% cash and other investments.
The weighted average expected long-term rate of return of 6.4% for fiscal 2026 is based on a weighted average target asset allocation assumption of 10% equities, 86% fixed-income securities and 4% cash and other investments.
Sources and Uses of Cash—Fiscal 2024 versus Fiscal 2023 Net cash provided by operating activities for the fiscal years ended June 30, 2024 and 2023 was as follows (in millions): For the fiscal years ended June 30, 2024 2023 Net cash provided by operating activities $ 1,098 $ 1,092 Net cash provided by operating activities increased by $6 million for the fiscal year ended June 30, 2024 as compared to fiscal 2023.
Sources and Uses of Cash—Fiscal 2025 versus Fiscal 2024 Net cash provided by operating activities from continuing operations for the fiscal years ended June 30, 2025 and 2024 was as follows: For the fiscal years ended June 30, 2025 2024 (in millions) Net cash provided by operating activities from continuing operations $ 978 $ 897 Net cash provided by operating activities from continuing operations increased by $81 million for the fiscal year ended June 30, 2025 as compared to fiscal 2024.
The impact of foreign currency fluctuations of the U.S. dollar against local currencies resu lted in a revenue increase of $16 million, or 1%, for the fiscal year ended June 30, 2024 as compared to fiscal 2023.
Backlist sales represented approximately 64% of consumer revenues during the fiscal year ended June 30, 2025, as compared to 61% in fiscal 2024. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resu lted in a revenue increase of $4 million, or 1%, for the fiscal year ended June 30, 2025 as compared to fiscal 2024.
Net cash used in investing activities for the fiscal years ended June 30, 2024 and 2023 was as follows (in millions): For the fiscal years ended June 30, 2024 2023 Net cash used in investing activities $ (524) $ (574) Net cash used in investing activities was $524 million for the fiscal year ended June 30, 2024 as compared to net cash used in investing activities of $574 million for fiscal 2023.
Net cash used in financing activities from continuing operations for the fiscal years ended June 30, 2025 and 2024 was as follows: For the fiscal years ended June 30, 2025 2024 (in millions) Net cash used in financing activities from continuing operations $ (524) $ (483) Net cash used in financing activities from continuing operations was $524 million for the fiscal year ended June 30, 2025 as compared to $483 million for fiscal 2024.
Operating expenses include costs related to paper, production, distribution, third-party printing, editorial, commissions, technology and radio sports rights. Selling, general and administrative expenses include promotional expenses, salaries, employee benefits, rent and other routine overhead. The cost of paper is a key operating expense whose fluctuations can have a material effect on the results of the segment.
Selling, general and administrative expenses include promotional expenses, salaries, employee benefits, rent and other routine overhead. The cost of paper is a key operating expense whose fluctuations can have a material effect on the results of the segment.
Once established, accruals are adjusted from time to time, as appropriate, in light of additional information. The amount of any loss ultimately incurred in relation to matters for which an accrual has been established may be higher or lower than the amounts accrued for such matters. Legal fees associated with litigation and similar proceedings are expensed as incurred.
The amount of any loss ultimately incurred in relation to matters for which an accrual has been established may be higher or lower than the amounts accrued for such matters. Legal fees associated with litigation and similar proceedings are expensed as incurred. The Company recognizes gain contingencies when the gain becomes realized or realizable.
Advertising revenues decreased $73 million, or 8%, as compared to fiscal 2023, primarily due to lower print advertising revenues at News Corp Australia and News UK and lower digital advertising revenues, mainly due to a decline in traffic at some mastheads due to platform-related changes, partially offset by the $5 million, or 1%, positive impact of foreign currency fluctuations.
Advertising revenues decreased $39 million, or 5%, as compared to fiscal 2024, primarily due to lower print advertising revenues at News Corp Australia and lower digital advertising revenues at News UK, driven by a decline in traffic, mainly at The Sun , due to algorithm changes at certain platforms, partially offset by higher advertising revenues at Wireless Group and the $5 million positive impact of foreign currency fluctuations.
Since the quantities purchased annually under these contracts are not fixed and are based on the Company’s total requirements, the amount of the related payments for these purchases is excluded from the table above.
The Company has certain contracts to purchase newsprint, ink and plates that require the Company to purchase a percentage of its total requirements for production. Since the quantities purchased annually under these contracts are not fixed and are based on the Company’s total requirements, the amount of the related payments for these purchases is excluded from the table above.
The News Media segment’s expenses are affected by the cyclical changes in the price of paper and other factors that may affect paper prices, including, among other things, inflation, supply chain disruptions, industry trends or economics (including the closure or conversion of newsprint mills and consolidation among suppliers) and tariffs.
The News Media segment’s expenses are affected by the cyclical changes in the price of paper and other factors that may affect paper prices, including, among other things, inflation, supply chain disruptions, industry trends or economics (including the closure or conversion of newsprint mills and consolidation among suppliers) and tariffs or other trade restrictions. 36 Table of Contents The News Media segment’s products compete for readership, audience and advertising with local and national competitors and also compete with other media alternatives in their respective markets.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES An accounting policy is considered to be critical if it is important to the Company’s financial condition and results of operations and if it requires significant judgment and estimates on the part of management in its application. The development and selection of these critical accounting policies have been determined by management of the Company.
See Note 16—Commitments and Contingencies in the accompanying Consolidated Financial Statements. CRITICAL ACCOUNTING POLICIES AND ESTIMATES An accounting policy is considered to be critical if it is important to the Company’s financial condition and results of operations and if it requires significant judgment and estimates on the part of management in its application.
Segment EBITDA provides management, investors and equity analysts with a measure to analyze the operating performance of each of the Company’s business segments and its enterprise value against historical data and competitors’ data, although historical results may not be indicative of future results (as operating performance is highly contingent on many factors, including customer tastes and preferences).
Segment EBITDA provides management, investors and equity analysts with a measure to analyze the operating performance of each of the Company’s business segments and its enterprise value against historical data and competitors’ data, although historical results may not be indicative of future results (as operating performance is highly contingent on many factors, including customer tastes and preferences). 40 Table of Contents Total Segment EBITDA is a non-GAAP measure and should be considered in addition to, not as a substitute for, net income (loss) from continuing operations, cash flow from continuing operations and other measures of financial performance reported in accordance with GAAP.
The professional information business serves enterprise customers with products that combine news and information with technology and tools that inform decisions and aid awareness, research, understanding and compliance.
The Dow Jones segment’s professional information business, which targets enterprise customers, derives revenue primarily from subscriptions to its professional information products. The professional information business serves enterprise customers with products that combine news and information with technology and tools that inform decisions and aid awareness, research, understanding and compliance.
The following table presents a reconciliation of net cash provided by operating activities to free cash flow: For the fiscal years ended June 30, 2024 2023 (in millions) Net cash provided by operating activities $ 1,098 $ 1,092 Less: Capital expenditures (496) (499) Free cash flow 602 593 Free cash flow in the fiscal year ended June 30, 2024 was $602 million compared to $593 million in fiscal 2023.
The following table presents a reconciliation of net cash provided by operating activities from continuing operations to free cash flow: For the fiscal years ended June 30, 2025 2024 (in millions) Net cash provided by operating activities from continuing operations $ 978 $ 897 Less: Capital expenditures (407) (357) Free cash flow 571 540 Free cash flow in the fiscal year ended June 30, 2025 was $571 million compared to $540 million in fiscal 2024.
The increase in Selling, general and administrative for the fiscal year ended June 30, 2024 was primarily driven by higher expenses at the Digital Real Estate Services segment largely due to higher employee costs and broker commissions at REA Group and increased marketing spend at Move, at the Dow Jones segment driven by increased technology and marketing spend and at the Book Publishing segment driven by higher employee costs.
The increase in Selling, general and administrative for the fiscal year ended June 30, 2025 was primarily due to higher expenses at the Digital Real Estate Services segment driven by higher employee costs at REA Group, $12 million of costs related to REA Group’s withdrawn offer to acquire Rightmove and higher costs from REA India, at the Book Publishing segment due to higher employee costs and costs from recent acquisitions and at the Dow Jones segment driven by higher marketing and technology costs.
Dow Jones’s professional information products, which target enterprise customers, include Dow Jones Risk & Compliance, a leading provider of data solutions to help customers identify and manage regulatory, corporate and reputational risk with tools focused on financial crime, sanctions, trade and other compliance requirements, Dow Jones Energy, a leading provider of pricing data, news, insights, analysis and other information for energy commodities and key base chemicals, Factiva, a leading provider of global business content, and Dow Jones Newswires, which distributes real-time business news, information and analysis to financial professionals and investors. 36 Table of Contents • Book Publishing —The Book Publishing segment consists of HarperCollins, the second largest consumer book publisher in the world, with operations in 15 countries and particular strengths in general fiction, nonfiction, children’s and religious publishing.
Dow Jones’s professional information products, which target enterprise customers, include Dow Jones Risk & Compliance, a leading provider of data and other solutions to help customers identify and manage regulatory, corporate, geopolitical, security and reputational risk with tools focused on financial crime, sanctions, trade and other risks and compliance requirements, Dow Jones Energy, a leading provider of pricing data, news, insights, analysis and other information for energy commodities and key base chemicals, Factiva, a leading provider of global business content, and Dow Jones Newswires, which distributes real-time business news, information and analysis to financial professionals and investors. • Digital Real Estate Services —The Digital Real Estate Services segment consists of the Company’s 61.4% interest in REA Group and 80% interest in Move.
Net income —Net income was $354 million for the fiscal year ended June 30, 2024, as compared to $187 million for the fiscal year ended June 30, 2023, an increase of $167 million, or 89%, primarily driven by the factors discussed above.
Net income from continuing operations —Net income from continuing operations for the fiscal year ended June 30, 2025 was $648 million as compared to $379 million for the fiscal year ended June 30, 2024, an increase of $269 million, or 71%, as compared to fiscal 2024, driven by the factors discussed above.
During the fiscal year ended June 30, 2024, the Company recognized non-cash impairment charges of $44 million, primarily related to the write-down of fixed assets associated with the combination of certain U.K. printing operations with those of a third party at the News Media segment.
During the fiscal year ended June 30, 2024, the Company recognized non-cash impairment charges of $44 million, primarily related to the write-down of fixed assets at the News Media segment associated with the combination of News UK’s printing operations with those of DMG Media. See Note 7—Property, Plant and Equipment in the accompanying Consolidated Financial Statements.
Indicators such as unexpected adverse economic factors, unanticipated technological changes or competitive activities, loss of key personnel and acts by governments and courts, may signal that an asset has become impaired. 54 Table of Contents Under ASC 350, Intangibles—Goodwill and Other (“ASC 350”) , in assessing goodwill for impairment, the Company has the option to first perform a qualitative assessment to determine whether events or circumstances exist that lead to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount.
Under ASC 350, Intangibles—Goodwill and Other (“ASC 350”) , in assessing goodwill for impairment, the Company has the option to first perform a qualitative assessment to determine whether events or circumstances exist that lead to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount.
Advertising revenue is dependent on a number of factors, including demand for the Dow Jones segment’s consumer products, general economic and business conditions, demographics of the customer base, advertising rates and effectiveness and brand strength and reputation.
Advertising revenue is dependent on a number of factors, including demand for the Dow Jones segment’s consumer products, general economic and business conditions, demographics of the customer base, advertising rates and effectiveness and brand strength and reputation. Advertising revenues are also subject to seasonality, with revenues typically highest in the Company’s second fiscal quarter due to the end-of-year holiday season.
See Note 9—Borrowings in the accompanying Consolidated Financial Statements for further details regarding the Company’s outstanding debt, including additional information about interest rates, amortization (if any), maturities and covenants related to such debt arrangements. Commitments The Company has commitments under certain firm contractual arrangements to make future payments.
The Company was in compliance with all such covenants at June 30, 2025. 48 Table of Contents See Note 9—Borrowings in the accompanying Consolidated Financial Statements for further details regarding the Company’s outstanding debt, including additional information about interest rates, amortization (if any), maturities and covenants related to such debt arrangements.
The tax rate was impacted by foreign operations which are subject to higher tax rates, asset impairments and investment write-downs with lower tax benefits and valuation allowances recorded against tax benefits in certain businesses.
The tax rate was impacted by foreign operations which are subject to higher tax rates and valuation allowances recorded against tax benefits in certain businesses offset by lower taxes on the disposition of REA Group’s interest in PropertyGuru.
As a result of rapidly changing and evolving technologies (including recent developments in artificial intelligence (“AI”), particularly generative AI), distribution platforms and business models, and corresponding changes in consumer behavior, the consumer business continues to face increasing competition for both circulation and advertising revenue, including from a variety of alternative news and information sources, as well as programmatic advertising buying channels and off-platform distribution of its products. 38 Table of Contents The Dow Jones segment’s professional information business, which targets enterprise customers, derives revenue primarily from subscriptions to its professional information products.
As a result of rapidly changing and evolving technologies (including developments in AI, particularly generative AI), distribution platforms and business models, and corresponding changes in consumer behavior, the consumer business continues to face increasing competition for both circulation and advertising revenue, including from a variety of alternative news and information sources, programmatic advertising buying channels and AI aggregators and other emerging technology platforms.
The Dow Jones segment’s professional information products compete with various information service providers, compliance data providers, global financial newswires and energy and commodities pricing and data providers, including Reuters News, RELX (including LexisNexis and ICIS), Refinitiv, S&P Global, DTN and Argus Media, as well as many other providers of news, information and compliance data.
Significant expenses for the professional information business include development costs, sales and marketing expenses, hosting and support services, royalties, salaries, consulting and professional fees, sales commissions, employee benefits and other routine overhead expenses. 35 Table of Contents The Dow Jones segment’s professional information products compete with various information service providers, compliance data providers, global financial newswires and energy and commodities pricing and data providers, including Reuters News, RELX (including LexisNexis and ICIS), Refinitiv, S&P Global, DTN and Argus Media, as well as many other providers of news, information and compliance data.
Professional information business revenues increased $84 million, or 11%, primarily driven by the $41 million increase in Risk & Compliance revenues and the $34 million increase in Dow Jones Energy revenues driven by new products and customers and price increases and the $9 million increase in Other information services revenues due to higher revenues at Factiva.
Professional information business revenues increased $59 million, or 7%, primarily due to the $43 million and $27 million increases in Risk & Compliance and Dow Jones Energy revenues, respectively, driven by new customers, new products and price increases, partially offset by the $11 million decrease in Other information services revenues driven by the impact of a customer dispute at Factiva.
Net cash used in financing activities for the fiscal years ended June 30, 2024 and 2023 was as follows (in millions): For the fiscal years ended June 30, 2024 2023 Net cash used in financing activities $ (441) $ (501) The Company had net cash used in financing activities of $441 million for the fiscal year ended June 30, 2024 as compared to net cash used in financing activities of $501 million for fiscal 2023. 50 Table of Contents During the fiscal year ended June 30, 2024, the Company had $1,375 million of borrowing repayments, primarily related to the refinancing of Foxtel and REA Group’s debt portfolios, $117 million of repurchases of outstanding Class A and Class B Common Stock under the Repurchase Program and dividend payments of $172 million to News Corporation stockholders and REA Group minority stockholders.
During the fiscal year ended June 30, 2024, the Company had $409 million of borrowing repayments, primarily related to the refinancing of REA Group’s debt portfolio, dividend payments of $172 million to News Corporation stockholders and REA Group minority stockholders and $117 million of repurchases of outstanding Class A and Class B Common Stock under the 2021 Repurchase Program.
Segment EBITDA is defined as revenues less operating expenses and selling, general and administrative expenses. Segment EBITDA does not include: depreciation and amortization, impairment and restructuring charges, equity losses of affiliates, interest (expense) income, net, other, net and income tax (expense) benefit.
Segment EBITDA does not include: depreciation and amortization, impairment and restructuring charges, equity losses of affiliates, interest (expense) income, net, other, net, income tax (expense) benefit and net income (loss) from discontinued operations, net of tax.
Issuer Purchases of Equity Securities The Company’s Board of Directors (the “Board of Directors”) has authorized a Repurchase Program to purchase up to $1 billion in the aggregate of the Company’s outstanding Class A Common Stock and Class B Common Stock.
Issuer Purchases of Equity Securities On September 22, 2021, the Company announced a stock repurchase program authorizing the Company to purchase up to $1 billion in the aggregate of the Company’s outstanding Class A Common Stock and Class B Common Stock (the “2021 Repurchase Program”).

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeThe table below provides further details of the sensitivity of the Company’s derivative financial instruments which are subject to foreign exchange rate risk and interest rate risk as of June 30, 2024 (in millions): Notional Value Fair Value Sensitivity from Adverse 10% Change in Foreign Exchange Rates Sensitivity from Adverse 10% Change in Interest Rates Foreign currency derivatives US$ 79 US$ — US$ (7) n/a Cross-currency interest rate swaps US$ 49 US$ (2) US$ (4) US$ — Interest rate derivatives A$ 610 US$ 1 n/a US$ (1) Interest rate derivatives US$ 484 US$ 28 n/a US$ (1) Any resulting changes in the fair value of the derivative financial instruments may be partially offset by changes in the fair value of certain balance sheet positions (primarily U.S. dollar denominated liabilities) impacted by the change in the foreign exchange rates.
Biggest changeThe table below provides further details of the sensitivity of the Company’s derivative financial instruments which are subject to interest rate risk as of June 30, 2025 (in millions): Notional Value Fair Value Sensitivity from Adverse 10% Change in Interest Rates Interest rate derivatives US$ 475 US$ 12 US$ (1) Credit Risk Cash and cash equivalents are maintained with multiple financial institutions.
A change in the market interest rate or yield of fixed-rate debt will only impact the fair market value of such debt, while a change in the market interest rate of variable-rate debt will impact interest expense, as well as the amount of cash required to service such debt.
A change in the market interest rate or yield will only impact the fair market value of fixed-rate debt, while a change in the market interest rate or yield will impact interest expense, as well as the amount of cash required to service variable-rate debt.
Interest Rate Risk The Company’s current financing arrangements and facilities include $1,500 million of outstanding fixed-rate debt and $1,402 million of outstanding variable-rate bank facilities, before adjustments for unamortized discount and debt issuance costs (See Note 9—Borrowings in the accompanying Consolidated Financial Statements). Fixed and variable-rate debts are impacted differently by changes in interest rates.
Interest Rate Risk The Company’s current financing arrangements and facilities include $1,500 million of outstanding fixed-rate debt and $475 million of outstanding variable-rate bank facilities, before adjustments for unamortized discount and debt issuance costs (See Note 9—Borrowings in the accompanying Consolidated Financial Statements). Fixed and variable-rate debts are impacted differently by changes in interest rates.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The Company has exposure to different types of market risk including changes in foreign currency exchange rates, interest rates and credit. When deemed appropriate, the Company uses derivative financial instruments such as cross-currency interest rate swaps, interest rate swaps and foreign exchange contracts to hedge certain risk exposures.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The Company has exposure to different types of market risk including changes in foreign currency exchange rates, interest rates and credit. When deemed appropriate, the Company uses derivative financial instruments such as interest rate swaps to hedge certain risk exposures.
The Company does not hedge translation risk because it generally generates positive cash flows from its international operations that are typically reinvested locally. Exchange rates with the most significant impact to translation include the Australian dollar and British pound sterling.
The Company does not hedge translation risk because it generally generates positive cash flows from its international operations that are typically reinvested locally. Exchange rates with the most significant impact to translation include the U.S. dollar/Australian dollar and U.S. dollar/British pound sterling.
As exchange rates fluctuate, translation of its statements of operations into U.S. dollars affects the comparability of revenues and expenses between years. The table below details the percentage of revenues and expenses by the three principal currencies for the fiscal years ended June 30, 2024 and 2023: U.S.
As exchange rates fluctuate, translation of its statements of operations into U.S. dollars affects the comparability of revenues and expenses between years. The table below details the percentage of revenues and expenses by the three principal currencies for the fiscal years ended June 30, 2025 and 2024: U.S.
The Company’s receivables did not represent significant concentrations of credit risk as of June 30, 2024 or June 30, 2023 due to the wide variety of customers, markets and geographic areas to which the Company’s products and services are sold.
The Company’s receivables did not represent significant concentrations of credit risk as of June 30, 2025 or June 30, 2024 due to the wide variety of customers, markets and geographic areas to which the Company’s products and services are sold.
The Company monitors its positions with, and the credit quality of, the financial institutions which are counterparties to its financial instruments. The Company is exposed to credit loss in the event of nonperformance by the counterparties to the agreements. As of June 30, 2024, the Company did not anticipate nonperformance by any of the counterparties. 59 Table of Contents
The Company monitors its positions with, and the credit quality of, the financial institutions which are counterparties to its financial instruments. The Company is exposed to credit loss in the event of nonperformance by the counterparties to the agreements. As of June 30, 2025, the Company did not anticipate nonperformance by any of the counterparties. 54 Table of Contents
Refer to Note 11—Financial Instruments and Fair Value Measurements in the accompanying Consolidated Financial Statements for further detail. 58 Table of Contents Some of the derivative instruments in place may create volatility during the fiscal year as they are marked-to-market according to accounting rules which may result in revaluation gains or losses in different periods from when the currency impacts on the underlying transactions are realized.
Refer to Note 11—Financial Instruments and Fair Value Measurements in the accompanying Consolidated Financial Statements for further detail. The derivative instruments in place may create volatility during the fiscal year as they are marked-to-market according to accounting rules which may result in revaluation gains or losses in different periods from when the impacts on the underlying transactions are realized.
Because of fluctuations in exchange rates, the Company is subject to currency translation risk on the results of its operations. Foreign currency translation risk is the risk that exchange rate gains or losses arise from translating foreign entities’ statements of operations and balance sheets from their functional currency to the Company’s reporting currency (the U.S. dollar) for consolidation purposes.
Foreign currency translation risk is the risk that exchange rate gains or losses arise from translating foreign entities’ statements of operations and balance sheets from their functional currency to the Company’s reporting currency (the U.S. dollar) for consolidation purposes.
Refer to the table above for further details of the sensitivity of the Company’s financial instruments which are subject to interest rate risk. Refer to Note 11—Financial Instruments and Fair Value Measurements in the accompanying Consolidated Financial Statements for further detail. Credit Risk Cash and cash equivalents are maintained with multiple financial institutions.
Refer to the table below for further details of the sensitivity of the Company’s financial instruments which are subject to interest rate risk. Refer to Note 11—Financial Instruments and Fair Value Measurements in the accompanying Consolidated Financial Statements for further detail.
Dollars Australian Dollars British Pound Sterling Fiscal year ended June 30, 2024 Revenues 41 % 41 % 14 % Operating and Selling, general and administrative expenses 42 % 37 % 16 % Fiscal year ended June 30, 2023 Revenues 41 % 41 % 14 % Operating and Selling, general and administrative expenses 42 % 37 % 16 % Based on the fiscal year ended June 30, 2024, a one cent change in each of the U.S. dollar/Australian dollar and the U.S. dollar/British pound sterling exchange rates would have impacted revenues by approximately $63 million and $12 million, respectively, for each currency on an annual basis, and would have impacted Total Segment EBITDA by approximately $14 million and $1 million, respectively, on an annual basis.
Dollars Australian Dollars British Pound Sterling Fiscal year ended June 30, 2025 Revenues 50 % 27 % 17 % Operating and Selling, general and administrative expenses 52 % 23 % 18 % Fiscal year ended June 30, 2024 Revenues 51 % 27 % 18 % Operating and Selling, general and administrative expenses 52 % 23 % 20 % Based on the fiscal year ended June 30, 2025, a one cent change in each of the U.S. dollar/Australian dollar and the U.S. dollar/British pound sterling exchange rates would have impacted revenues by approximately $35 million and $11 million, respectively, for each currency on an annual basis, and would have impacted Total Segment EBITDA by approximately $10 million and $1 million, respectively, on an annual basis.
The Company makes use of sensitivity analyses that are inherently limited in estimating actual losses in fair value that can occur from changes in market conditions. Foreign Currency Exchange Rate Risk The Company conducts operations in three principal currencies: the U.S. dollar; the Australian dollar; and the British pound sterling.
The following sections provide quantitative information on the Company’s exposure to foreign currency exchange rate risk, interest rate risk and other relevant market risks. The Company makes use of sensitivity analyses that are inherently limited in estimating actual losses in fair value that can occur from changes in market conditions.
The Foxtel Group has also utilized an interest rate swap cash flow hedge to swap Australian dollar denominated variable interest rate payments for Australian dollar denominated fixed rate payments. As of June 30, 2024, the notional amount of interest rate swap contracts outstanding was approximately A$610 million and $484 million for Foxtel Group and News Corporation borrowings, respectively.
News Corporation has entered into an interest rate swap cash flow hedge to fix the floating rate interest component of its Term A Loans. As of June 30, 2025, the notional amount of interest rate swap contracts outstanding was approximately $475 million for News Corporation borrowings.
To the extent such funds are not sufficient to meet working capital requirements, funding in the appropriate local currencies is made available from intercompany capital. The Company does not hedge its investments in the net assets of its Australian and U.K. operations.
Cash is managed centrally within each of the three regions with working capital requirements generally met from existing liquid funds. To the extent such funds are not sufficient to meet working capital requirements, funding in the appropriate local currencies is made available from intercompany capital.
News Corporation has entered into an interest rate swap cash flow hedge to fix the floating rate interest component of its Term A Loans and the Foxtel Group has utilized certain derivative instruments to swap U.S. dollar denominated fixed rate interest payments for Australian dollar denominated variable rate payments.
Derivatives and Hedging As noted above, News Corporation has entered into an interest rate swap cash flow hedge to fix the floating rate interest component of its Term A Loans. As of June 30, 2025, the notional amount of interest rate swap contracts outstanding was 53 Table of Contents approximately $475 million for News Corporation borrowings.
The primary market risks managed by the Company through the use of derivative instruments include: 57 Table of Contents • foreign currency exchange rate risk: arising primarily through Foxtel Debt Group borrowings denominated in U.S. dollars, payments for customer premise equipment, certain programming rights, product development costs and inventory purchases; and • interest rate risk: arising from fixed and floating rate Foxtel Debt Group and News Corporation borrowings.
The primary market risk managed by the Company through the use of derivative instruments relates to interest rate risk arising from floating rate News Corporation borrowings. 52 Table of Contents The Company neither holds nor issues financial instruments for trading purposes.
Removed
The Company neither holds nor issues financial instruments for trading purposes. The following sections provide quantitative information on the Company’s exposure to foreign currency exchange rate risk, interest rate risk and other relevant market risks.
Added
Foreign Currency Exchange Rate Risk The Company conducts operations in three principal currencies: the U.S. dollar; the Australian dollar; and the British pound sterling. These currencies operate primarily as the functional currency for the Company’s U.S., Australian and U.K. operations, respectively.
Removed
These currencies operate primarily as the functional currency for the Company’s U.S., Australian and U.K. operations, respectively. Cash is managed centrally within each of the three regions with net earnings generally reinvested locally and working capital requirements met from existing liquid funds.
Added
The Company does not hedge its investments in the net assets of its Australian and U.K. operations. Because of fluctuations in exchange rates, the Company is subject to currency translation risk on the results of its operations.
Removed
Derivatives and Hedging As of June 30, 2024, the Foxtel Group operating subsidiaries, whose functional currency is Australian dollars, had approximately $49 million aggregate principal amount of outstanding indebtedness denominated in U.S. dollars. The remaining borrowings are denominated in Australian dollars.
Removed
The Foxtel Group utilizes cross-currency interest rate swaps to hedge a portion of the exchange rate risk related to interest and principal payments on its U.S. dollar denominated debt.
Removed
The Foxtel Group also has a portfolio of foreign exchange contracts to hedge a portion of the exchange rate risk related to U.S. dollar payments for customer premise equipment and certain programming rights, product development costs and inventory purchases. The notional value of these foreign exchange contracts was $79 million as of June 30, 2024.
Removed
The ability to reduce the impact of currency fluctuations on earnings depends on the magnitude of the derivatives compared to the balance sheet positions during each reporting cycle.
Removed
As discussed above, the Foxtel Group utilizes cross-currency interest rate swaps to hedge a portion of the interest rate risk related to interest and principal payments on its U.S. dollar denominated debt.