NEWS CORP (NWSA) FY 2026 MD&A

ITEM 7.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This discussion and analysis contains statements that constitute “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Section 27A of the Securities Act of 1933, as amended. All statements that are not statements of historical fact are forward-looking statements. The words “expect,” “will,” “estimate,” “anticipate,” “predict,” “believe,” “should” and similar expressions and variations thereof are intended to identify forward-looking statements. 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. Readers are cautioned that any forward-looking statements are not guarantees of future performance and involve risks and uncertainties. More information regarding these risks and uncertainties and other important factors that could cause actual results to differ materially from those in the forward-looking statements is set forth under the heading “Risk Factors” in Item 1A of this Annual Report on Form 10-K (the “Annual Report”). The Company does not ordinarily make projections of its future operating results and undertakes no obligation (and expressly disclaims any obligation) to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. 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 2024. Please see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2025 for a discussion of fiscal 2024.

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 consolidated financial statements are referred to herein as the “Consolidated Financial Statements.” The consolidated statements of operations are referred to herein as the “Statements of Operations.” The consolidated balance sheets are referred to herein as the “Balance Sheets.” The consolidated statements of cash flows are referred to herein as the “Statements of Cash Flows.” The Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”).

Management’s discussion and analysis of financial condition and results of operations is intended to help provide an understanding of the Company’s financial condition, changes in financial condition and results of operations. 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, 2026 and 2025 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, 2026 and 2025. This analysis is presented on both a consolidated basis and a segment basis. In addition, a brief description is provided of significant transactions and events that impact the comparability of the results being analyzed. The Company maintains a 52-53 week fiscal year ending on the Sunday closest to June 30 in each year. Fiscal 2026 and 2025 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, 2026 and 2025, as well as a discussion of the Company’s financial arrangements and outstanding commitments, both firm and contingent, that existed as of June 30, 2026.

•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. In addition, Note 2 to the Consolidated Financial Statements summarizes the Company’s significant accounting policies, including the critical accounting policies discussed in this section.

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OVERVIEW OF THE COMPANY’S BUSINESSES

The Company manages and reports its businesses in the following five segments:

•Dow Jones—The Dow Jones segment consists of Dow Jones, a global provider of news, data and business information whose products target individual consumers and enterprise customers and are distributed through a variety of media channels including websites, mobile apps, newspapers, newswires, newsletters, magazines, proprietary databases, live journalism, video and podcasts. Dow Jones’s news products include premier brands such as The Wall Street Journal, Barron’s, MarketWatch and Investor’s Business Daily. 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 62.0% interest in REA Group and 80% interest in Move. The remaining 20% interest in Move is held by REA Group. REA Group is a market-leading digital media business specializing in property and is listed on the Australian Securities Exchange (“ASX”) (ASX: REA). REA Group advertises property and property-related services on its websites and mobile apps, including Australia’s leading residential, commercial and share property websites, realestate.com.au, realcommercial.com.au and Flatmates.com.au, and property portals in India. In addition, REA Group provides financial services through a digital property search and financing experience, a mortgage broking offering and property-related data services to the financial sector.

Move is a leading provider of digital real estate services in the U.S. and primarily operates Realtor.com®, a premier real estate information, advertising and services platform. Move offers real estate advertising solutions to agents and brokers, including its RealPRO SelectSM, ConnectionsSM Plus and Listing Toolkit products as well as its referral-based services, including RealChoiceTM Selling. Move also offers Realtor.com®+TM, its collaborative home search platform that helps real estate professionals and consumers connect, as well as online tools and services to do-it-yourself landlords and tenants.

•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. HarperCollins owns more than 120 branded publishing imprints, including Harper, William Morrow, Mariner, HarperCollins Children’s Books, Avon, Harlequin and Christian publishers Zondervan and Thomas Nelson, and publishes works by well-known authors such as Harper Lee, George Orwell, Agatha Christie and Zora Neale Hurston, as well as global author brands including J.R.R. Tolkien, C.S. Lewis, Daniel Silva, Karin Slaughter and Dr. Martin Luther King, Jr. 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. This segment also includes News Broadcasting (formerly Wireless Group), operator of talkSPORT, the leading sports radio network in the U.K., and Australian News Channel, which operates the News24 network (formerly Sky News Australia), Australia’s 24-hour multi-channel, multi-platform news service.

•Other—The Other segment consists primarily of general corporate overhead expenses, strategy costs and costs related to the U.K. Newspaper Matters (as defined in Note 16—Commitments and Contingencies to the Consolidated Financial Statements).

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Dow Jones

The Dow Jones segment’s products target individual consumers and enterprise customers. Revenue from the Dow Jones segment’s news products is derived primarily from circulation, which includes individual consumer and enterprise customer subscriptions and single-copy sales of its digital and print news products, the sale of digital and print advertising, licensing fees for its print and digital content and participation fees for its live journalism events. Circulation revenues are dependent on the content of the Dow Jones segment’s news products, prices of its and/or competitors’ products, the usefulness and popularity of its digital products, as well as promotional activities and news cycles. Advertising revenue is dependent on a number of factors, including demand for the Dow Jones segment’s news 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. In addition, print product sales face challenges from alternative media formats and shifting consumer preferences, which have adversely affected, and are expected to continue to adversely affect, both print circulation and advertising 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. Technologies, standards, regulations, policies and practices have also been and will continue to be developed and implemented that make it more difficult to target and measure the effectiveness of digital advertising, which may impact rates or revenues. As a multi-platform news provider, the Dow Jones segment seeks to maximize revenues from a variety of media formats and platforms, including leveraging its content through licensing arrangements with third-party platforms, developing new advertising models and growing its live journalism events business, and continues to invest in its digital and other products, which represent a substantial majority of the revenues for its news products. Technological developments provide continued opportunities for the Dow Jones segment to make its content available to a new audience of readers, cultivate new revenue streams, introduce new or different pricing schemes and develop its products to continue to attract advertisers and/or affect the relationship between content providers and their consumers and customers. Unauthorized use, including in the digital environment and as a result of developments in artificial intelligence (“AI”), presents a threat to revenues from products and services based on intellectual property. Additionally, the legal and regulatory landscape continues to change rapidly and may impact the Dow Jones segment’s ability to protect its intellectual property, execute its data-driven initiatives and engage in certain pricing and other business practices.

The Dow Jones segment’s news products compete for consumers and customers, audience and advertising with other local and national news and editorial content providers, web and app-based media, news aggregators, customized news feeds, search engines, AI platforms, products and services, blogs, magazines, investment tools, social media sources, podcasts and event producers, as well as other media such as television, radio stations and outdoor displays. As a result of rapidly changing and evolving technologies (including continued developments in AI and AI-enabled tools), distribution platforms and business models, and corresponding changes in consumer behavior, the news products 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 platforms, products and services and other emerging technology platforms.

Operating expenses for the news products business include costs related to editorial, paper, production, distribution, third-party printing and commissions. Selling, general and administrative expenses include promotional expenses, salaries, employee benefits, rent and other routine overhead. The costs associated with printing and distributing newspapers, including paper prices and delivery costs, are key operating expenses whose fluctuations can have a material effect on the results of the Dow Jones segment’s news products business. This 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. In addition, the Dow Jones segment relies on third parties for much of the printing and distribution of its print products. The shift from print to digital and changing labor markets present challenges to the financial and operational stability of these third parties which could, in turn, impact the availability, or increase the cost, of third-party printing and distribution services for the Company’s newspapers.

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 success of the professional information business depends on its ability to provide products, services, applications and functionalities that meet the needs of its enterprise customers, who operate in information-intensive and oftentimes highly regulated industries such as finance and insurance, and it must also anticipate and respond to industry trends and regulatory and technological changes.

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.

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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), LSEG Risk Intelligence, S&P Global, DTN and Argus Media, as well as many other providers of news, information and compliance data. The professional information business also faces increasing competition from a variety of AI-powered platforms, products and services.

Digital Real Estate Services

The Digital Real Estate Services segment generates revenue through property and property-related advertising and services, including: the sale of real estate listing and lead generation products and referral-based services to agents, brokers, developers, homebuilders and landlords; real estate-related and property rental-related services; and display advertising on residential real estate and commercial property sites. The Digital Real Estate Services segment also generates revenue through commissions from referrals generated through its digital property search and financing offering and mortgage broking services, as well as the sale of residential property data services to the financial sector. Significant expenses associated with these sites and services include development costs, advertising and promotional expenses, hosting and support services, salaries, broker commissions, employee benefits and other routine overhead expenses. The Digital Real Estate Services segment’s results are highly sensitive to conditions in the real estate market, as well as macroeconomic factors such as interest rates and inflation, which could continue to adversely impact the market in the near term, particularly in the U.S.

Consumers overwhelmingly turn to the internet and mobile devices for real estate information and services. The Digital Real Estate Services segment’s success depends on its continued innovation, including the effective incorporation of AI, to provide products and services that are useful for consumers and real estate, mortgage and financial services professionals, homebuilders and landlords and attractive to its advertisers. The Digital Real Estate Services segment operates in a highly competitive digital environment with other operators of real estate and property websites and mobile apps, and also faces competition from emerging AI-powered platforms, tools and services.

Book Publishing

The Book Publishing segment derives revenues from the sale and licensing of general fiction, nonfiction, children’s and religious books in the U.S. and internationally, as well as from third-party distribution services. The revenues and operating results of the Book Publishing segment are significantly affected by the timing of releases and the number of its books in the marketplace. The book publishing marketplace is subject to increased periods of demand during the end-of-year holiday season in its main operating geographies. This marketplace is highly competitive and continues to change due to technological developments, including additional digital platforms and distribution channels such as streaming audiobooks, and other factors. Each book is a separate and distinct product and its financial success depends upon many factors, including public acceptance.

Major new title releases represent a significant portion of the Book Publishing segment’s sales throughout the fiscal year. Print-based consumer books are generally sold on a fully returnable basis, resulting in the return of unsold books. In the domestic and international markets, the Book Publishing segment is subject to global trends and local economic conditions. Recent economic uncertainty and lower consumer confidence have contributed to softer consumer spending within the U.S. book publishing industry, which may continue in the near term. Operating expenses for the Book Publishing segment include costs related to paper, printing, freight, authors’ royalties, editorial, promotional, art and design expenses. Selling, general and administrative expenses include salaries, employee benefits, rent and other routine overhead costs.

News Media

Revenue at the News Media segment is derived primarily from circulation and subscriptions, the sale of advertising and licensing fees. Circulation and subscription revenues can be greatly affected by changes in the prices of the Company’s and/or competitors’ products, as well as by promotional activities and news cycles. Adverse changes in general market conditions for advertising have affected, and may continue to affect, revenues. Advertising revenues at the News Media segment are also subject to seasonality, with revenues typically being highest in the Company’s second fiscal quarter due to the end-of-year holiday season in its main operating geographies.

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Operating expenses include costs related to editorial, paper, production, distribution, 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. 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.

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. Competition for circulation and subscriptions is based on the content of the products provided, pricing and, from time to time, various promotions. The success of these products also depends upon advertisers’ judgments as to the most effective use of their advertising budgets. Competition for advertising is based upon product reach and engagement, advertising rates, advertiser results, availability of alternative media and quality of consumer demographics. Large digital platforms command a substantial share of the digital advertising market and are also responsible for a significant amount of traffic to the News Media segment’s digital properties, which drives advertiser spending. Changes on these platforms occur frequently, are outside the Company’s control and can adversely affect traffic and engagement for the News Media segment’s digital properties. As a result of rapidly changing and evolving technologies (including continued developments in AI and AI-enabled tools), 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. 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. Technologies, standards, regulations, policies and practices have been and will continue to be developed and implemented that make it more difficult to target and measure the effectiveness of digital advertising, which may impact rates or revenues.

As multi-platform news providers, the businesses within the News Media segment seek to maximize revenues from a variety of media formats and platforms, including leveraging their content through licensing arrangements with third-party platforms and developing new advertising models, and continue to invest in their digital products. Technological developments provide continued opportunities for the businesses within the News Media segment to make their content available to a new audience of readers, cultivate new revenue streams, introduce new or different pricing schemes and develop their products to continue to attract advertisers and/or affect the relationship between content providers and consumers. Unauthorized use, including in the digital environment and as a result of developments in AI, presents a threat to revenues from products and services based on intellectual property. Additionally, the application of existing laws and regulations to new and evolving technologies, including AI, continues to be unsettled and is changing rapidly, and laws and regulations often differ from jurisdiction to jurisdiction.

Other

The Other segment primarily consists of general corporate overhead expenses, strategy costs and costs related to the U.K. Newspaper Matters.

Other Business Developments

2026 Credit Agreement

In March 2026, the Company entered into an amended and restated credit agreement which, among other things, extended the maturity of its credit facilities to five years, increased the capacity under its revolving credit facility from $750 million to $1 billion and increased the amounts outstanding under its term loan A facility from $456 million to $500 million. Refer to Note 9—Borrowings in the accompanying Consolidated Financial Statements for further detail.

Recent Geopolitical Tensions and Conflicts

The Company is monitoring ongoing geopolitical tensions and conflicts, particularly the recent conflict in Iran and related regional instability. The conflict has not had a material impact on the Company’s business or results of operations to date. However, the conflict has disrupted energy supplies and led to increases in global fuel prices, which has heightened inflationary pressures, disrupted global supply chains and adversely impacted consumer spending. The Company will continue to evaluate the evolving macroeconomic environment and will seek to mitigate any impacts where possible.

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Results of Operations—Fiscal 2026 versus Fiscal 2025

The following table sets forth the Company’s operating results for fiscal 2026 as compared to fiscal 2025.

** not meaningful

Revenues—Revenues increased $576 million, or 7%, for the fiscal year ended June 30, 2026 as compared to fiscal 2025. The increase was due to higher revenues at the Digital Real Estate Services segment driven by higher revenues at REA Group and Move, at the Dow Jones segment driven by higher circulation and subscription and advertising revenues, at the Book Publishing segment driven by higher physical book sales and the impact of recent acquisitions and at the News Media segment due to the positive impact of foreign currency fluctuations partially offset by lower advertising revenues. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in a revenue increase of $189 million, or 2%, for the fiscal year ended June 30, 2026 as compared to fiscal 2025.

The Company calculates the impact of foreign currency fluctuations for businesses reporting in currencies other than the U.S. dollar by multiplying the results for each quarter in the current period by the difference between the average exchange rate for that quarter and the average exchange rate in effect during the corresponding quarter of the prior year and totaling the impact for all quarters in the current period.

Operating expenses—Operating expenses increased $156 million, or 4%, for the fiscal year ended June 30, 2026 as compared to fiscal 2025. The increase in operating expenses for the fiscal year ended June 30, 2026 was primarily due to higher costs at the Book Publishing segment driven by higher costs related to higher sales volume, a $16 million one-time write-off in the second quarter of fiscal 2026 primarily related to inventory at HarperCollins’ international operations and higher employee costs and at the News Media segment driven by the negative impact of foreign currency fluctuations partially offset by lower Talk costs. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in an Operating expense increase of $59 million, or 1%, for the fiscal year ended June 30, 2026 as compared to fiscal 2025.

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Selling, general and administrative—Selling, general and administrative increased $208 million, or 6%, for the fiscal year ended June 30, 2026 as compared to fiscal 2025. The increase in Selling, general and administrative for the fiscal year ended June 30, 2026 was primarily due to higher costs at the Dow Jones segment driven by higher employee and marketing costs, at the Digital Real Estate Services segment driven by higher employee costs, broker commissions and marketing costs, partially offset by the absence of $12 million of costs related to the withdrawn offer to acquire Rightmove in the prior year and at the Book Publishing segment primarily due to higher employee costs and a $13 million write-off of a customer receivable related to the closure of a book distributor. The increase in expense was also due to higher costs at the News Media segment driven by the negative impact of foreign currency fluctuations, costs related to the recently launched California Post and higher costs at News Broadcasting, partly due to the FIFA World Cup. The increase was partially offset by lower costs at the Other segment driven by lower employee costs. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in a Selling, general and administrative increase of $87 million, or 2%, for the fiscal year ended June 30, 2026 as compared to fiscal 2025.

Depreciation and amortization—Depreciation and amortization expense increased $26 million, or 6%, for the fiscal year ended June 30, 2026 as compared to fiscal 2025. The increase was driven by higher depreciation of capitalized software costs, primarily at the Digital Real Estate Services and Dow Jones segments, and the $8 million, or 2%, negative impact from foreign currency fluctuations.

Impairment and restructuring charges—During the fiscal years ended June 30, 2026 and 2025, the Company recorded impairment and restructuring charges of $113 million and $132 million, including restructuring charges of $86 million and $120 million, respectively. See Note 5—Restructuring Programs in the accompanying Consolidated Financial Statements.

Equity losses of affiliates—Equity losses of affiliates improved by $7 million, or 47%, for the fiscal year ended June 30, 2026 as compared to fiscal 2025. See Note 6—Investments in the accompanying Consolidated Financial Statements.

Interest income, net—Interest income, net for the fiscal year ended June 30, 2026 improved by $26 million as compared to fiscal 2025, primarily driven by higher interest income on cash balances. See Note 9—Borrowings and Note 11—Financial Instruments and Fair Value Measurements in the accompanying Consolidated Financial Statements.

Other, net—For the fiscal years ended June 30, 2026 and 2025, the Company recorded Other, net of $(4) million and $111 million, respectively. For the fiscal year ended June 30, 2025, Other, net was mainly comprised of the gain recognized on the sale of REA Group’s interest in PropertyGuru. See Note 21—Additional Financial Information in the accompanying Consolidated Financial Statements.

Income tax expense from continuing operations—For the fiscal year ended June 30, 2026, the Company recorded income tax expense of $303 million on pre-tax income from continuing operations of $1,046 million, resulting in an effective tax rate of 29%, which was higher than the U.S. statutory tax rate. 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 the release of prior provisions for foreign and U.S. state uncertain tax benefits.

For the fiscal year ended June 30, 2025, the Company recorded income tax expense of $275 million on pre-tax income from continuing operations of $923 million, resulting in an effective tax rate of 30%, which was higher than the U.S. statutory tax rate. 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. See Note 19—Income Taxes in the accompanying Consolidated Financial Statements.

Net income from continuing operations—Net income from continuing operations was $743 million for the fiscal year ended June 30, 2026 as compared to $648 million for the fiscal year ended June 30, 2025, an increase of $95 million, or 15%, driven by the factors discussed above.

Net income from discontinued operations, net of tax—Net income from discontinued operations, net of tax for the fiscal year ended June 30, 2026 was nil compared to $692 million for the fiscal year ended June 30, 2025. The fiscal 2025 amount relates to the reclassification of Foxtel to discontinued operations. See Note 3—Discontinued Operations in the accompanying Consolidated Financial Statements.

Net income—Net income was $743 million for the fiscal year ended June 30, 2026, as compared to $1,340 million for the fiscal year ended June 30, 2025, a decrease of $597 million, or 45%, primarily driven by the factors discussed above.

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Net income attributable to noncontrolling interests from continuing operations—Net income attributable to noncontrolling interests from continuing operations was $170 million for the fiscal year ended June 30, 2026, as compared to $168 million for the fiscal year ended June 30, 2025, an increase of $2 million, or 1%.

Segment Analysis

The Company’s chief operating decision maker is its Chief Executive Officer. Segment EBITDA is the primary measure used by the Company’s chief operating decision maker to evaluate the performance of, and allocate resources within, the Company’s businesses. 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, income tax (expense) benefit and net income (loss) from discontinued operations, net of tax. Segment EBITDA may not be comparable to similarly titled measures reported by other companies, since companies and investors may differ as to what items should be included in the calculation of Segment EBITDA. 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).

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. In addition, this measure does not reflect cash available to fund requirements and excludes items, such as depreciation and amortization and impairment and restructuring charges, which are significant components in assessing the Company’s financial performance. The Company believes that the presentation of Total Segment EBITDA provides useful information regarding the Company’s operations and other factors that affect the Company’s reported results. Specifically, the Company believes that by excluding certain one-time or non-cash items such as impairment and restructuring charges and depreciation and amortization, as well as potential distortions between periods caused by factors such as financing and capital structures and changes in tax positions or regimes, the Company provides users of its consolidated financial statements with insight into both its core operations as well as the factors that affect reported results between periods but which the Company believes are not representative of its core business. As a result, users of the Company’s consolidated financial statements are better able to evaluate changes in the core operating results of the Company across different periods.

The following table reconciles Net income from continuing operations to Total Segment EBITDA for the fiscal years ended June 30, 2026 and 2025:

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The following table sets forth the Company’s Revenues and Segment EBITDA by reportable segment for the fiscal years ended June 30, 2026 and 2025:

Dow Jones (28% of the Company’s consolidated revenues for both fiscal 2026 and 2025)

For the fiscal year ended June 30, 2026, revenues at the Dow Jones segment increased $166 million, or 7%, as compared to fiscal 2025, primarily due to higher circulation and subscription and advertising revenues. Digital revenues represented 84% of total revenues at the Dow Jones segment for the fiscal year ended June 30, 2026, as compared to 82% for fiscal 2025. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in a revenue increase of $17 million, or 1%, for the fiscal year ended June 30, 2026 as compared to fiscal 2025.

Circulation and Subscription Revenues

Circulation and subscription revenues increased $136 million, or 7%, for the fiscal year ended June 30, 2026 as compared to fiscal 2025. Professional information business revenues increased $85 million, or 9%, primarily due to the $55 million and $23 million increases in Dow Jones Risk & Compliance and Dow Jones Energy revenues, respectively, driven by price increases, new customers and product expansion. Circulation and other revenues increased $51 million, or 5%, driven by increased digital circulation revenues due to the conversion of customers from introductory promotions to higher pricing and growth in digital-only subscriptions, driven by enterprise customers, and higher content licensing revenues, partially offset by print circulation declines. Digital revenues represented 76% of circulation revenue for the fiscal year ended June 30, 2026, as compared to 74% for fiscal 2025.

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The following table provides selected information regarding average daily subscriptions during the three months ended June 30, 2026 and 2025 for the Dow Jones segment’s subscription news products:

(a)Based on internal data for the periods from March 30, 2026 to June 28, 2026 and March 31, 2025 to June 29, 2025, respectively. Excludes off-platform distribution, except for certain custom workflow integrations in connection with enterprise customer subscriptions.

(b)Subscriptions include individual consumer subscriptions and enterprise customer subscriptions. Enterprise customer subscriptions include 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.

(c)For some publications, including The Wall Street Journal and Barron’s, Dow Jones sells bundled print and digital products. 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 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.

(d)Barron’s Group consists of Barron’s, MarketWatch, Financial News and Private Equity News.

(e)Total News Products consists of The Wall Street Journal, Barron’s Group and Investor’s Business Daily.

Advertising Revenues

Advertising revenues increased $22 million, or 6%, for the fiscal year ended June 30, 2026 as compared to fiscal 2025 due to $24 million of higher digital advertising revenues driven by the technology and financial services sectors. Digital advertising revenues represented 67% of advertising revenue for the fiscal year ended June 30, 2026, as compared to 65% for fiscal 2025.

Segment EBITDA

For the fiscal year ended June 30, 2026, Segment EBITDA at the Dow Jones segment increased $75 million, or 13%, as compared to fiscal 2025, primarily due to the increase in revenues discussed above, partially offset by higher employee and marketing costs.

Digital Real Estate Services (22% and 21% of the Company’s consolidated revenues for fiscal 2026 and 2025, respectively)

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For the fiscal year ended June 30, 2026, revenues at the Digital Real Estate Services segment increased $214 million, or 12%, as compared to fiscal 2025. Revenues at REA Group increased $156 million, or 12%, to $1,406 million for the fiscal year ended June 30, 2026 from $1,250 million for fiscal 2025. The increase was due to higher Australian residential revenues driven by price increases and growth in add-on products, a $63 million, or 5%, positive impact from foreign currency fluctuations and higher financial services revenues from higher settlements, partially offset by lower revenues at REA India driven by recent divestitures and the discontinuation of certain businesses. Revenues at Move increased $58 million, or 11%, to $610 million for the fiscal year ended June 30, 2026 from $552 million for fiscal 2025, driven by higher sales of RealPRO SelectSM, as Move shifts its focus to more premium offerings, and revenue growth in seller, new homes and rentals. Lead volumes increased 5% compared to the corresponding period of fiscal 2025.

For the fiscal year ended June 30, 2026, Segment EBITDA at the Digital Real Estate Services segment increased $140 million, or 23%, as compared to fiscal 2025, primarily due to the higher revenues discussed above and the absence of $12 million of costs related to the withdrawn offer to acquire Rightmove in the prior year, partially offset by higher employee costs primarily at Move, higher broker commissions at REA Group from higher settlements and higher marketing costs.

Book Publishing (25% of the Company’s consolidated revenues for both fiscal 2026 and 2025)

For the fiscal year ended June 30, 2026, revenues at the Book Publishing segment increased $139 million, or 6%, as compared to fiscal 2025, which includes a $31 million impact from recent acquisitions. The increase was primarily due to higher physical book sales driven by Rachel Reid’s Game Changers series, which includes Heated Rivalry, and strength in Christian Publishing. Digital sales increased by 4% as compared to fiscal 2025 driven by growth in e-book and audiobook sales. Digital sales represented approximately 23% of consumer revenues for the fiscal year ended June 30, 2026 as compared to 24% for fiscal 2025. Backlist sales represented approximately 62% of consumer revenues for the fiscal year ended June 30, 2026, as compared to 64% for fiscal 2025. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in a revenue increase of $28 million, or 1%, for the fiscal year ended June 30, 2026 as compared to fiscal 2025.

For the fiscal year ended June 30, 2026, Segment EBITDA at the Book Publishing segment decreased $9 million, or 3%, as compared to fiscal 2025, driven by higher costs due to higher sales volume, higher employee costs, a $16 million one-time write-off in the second quarter of fiscal 2026 primarily related to inventory at HarperCollins’ international operations and a $13 million write-off of a customer receivable related to the closure of a book distributor, partially offset by the higher revenues discussed above.

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News Media (25% and 26% of the Company’s consolidated revenues for fiscal 2026 and 2025, respectively)

For the fiscal year ended June 30, 2026, revenues at the News Media segment increased $57 million, or 3%, as compared to fiscal 2025. Circulation and subscription revenues increased $57 million, or 5%, as compared to fiscal 2025, primarily due to the $43 million, or 4%, positive impact of foreign currency fluctuations, price increases, higher content licensing revenues and digital subscriber growth in the U.K., partially offset by print volume declines. Advertising revenues decreased $16 million, or 2%, as compared to fiscal 2025, primarily due to lower print advertising revenues, partially offset by the $28 million, or 3%, positive impact of foreign currency fluctuations. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in a revenue increase of $81 million, or 4%, for the fiscal year ended June 30, 2026 as compared to fiscal 2025.

For the fiscal year ended June 30, 2026, Segment EBITDA at the News Media segment decreased $14 million, or 9%, as compared to fiscal 2025. The decrease was driven by costs related to the recently launched California Post and higher costs at News Broadcasting, partly due to the FIFA World Cup, partially offset by lower Talk costs.

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. As of June 30, 2026, the Company’s cash and cash equivalents were $2.1 billion. The Company also has available borrowing capacity under the 2026 Revolving Facility (as defined below) and certain other facilities, as described below, and expects to have access to the worldwide credit and capital markets, subject to market conditions, in order to issue additional debt if needed or desired. The Company currently expects these elements of liquidity will enable it to meet its liquidity needs for at least the next twelve months, including repayment of indebtedness. Although the Company believes that its cash on hand and future cash from operations, together with its access to the credit and capital markets, will provide adequate resources to fund its operating and financing needs for at least the next twelve months, its access to, and the availability of, financing on acceptable terms in the future will be affected by many factors, including: (i) the financial and operational performance of the Company and/or its operating subsidiaries, as applicable; (ii) the Company’s credit ratings and/or the credit rating of its operating subsidiaries, as applicable; (iii) the provisions of any relevant debt instruments, credit agreements, indentures and similar or associated documents; (iv) the liquidity of the overall credit and capital markets; and (v) the state of the economy. 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, 2026, the Company’s consolidated assets included $748 million in cash and cash equivalents that were held by its foreign subsidiaries. Of this amount, $255 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. 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. 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, 2026, the Company has approximately $1.2 billion of undistributed foreign earnings generated after the Tax Act that it intends to reinvest permanently. It is not practicable to estimate the amount of tax that might be payable if these earnings were repatriated. The Company may repatriate future earnings of certain foreign subsidiaries in which case the Company may be required to accrue and pay additional taxes, including any applicable foreign withholding taxes and income taxes.

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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. 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.

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”), which was completed during the fiscal year ended June 30, 2026. On 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 was in addition to the remaining authorized amount under the 2021 Repurchase Program at that time.

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. As of June 30, 2026, there was no authorized amount remaining under the 2021 Repurchase Program, and the remaining authorized amount under the 2025 Repurchase Program was approximately $667 million. The 2025 Repurchase Program has no time limit and may be modified, suspended or discontinued at any time.

The following table summarizes the shares repurchased and subsequently retired under the Stock Repurchase Programs and the related consideration paid, excluding associated taxes, fees, commissions or other costs, during the fiscal years ended June 30, 2026 and 2025:

Additionally, on February 6, 2026, REA Group announced a share repurchase program authorizing REA Group to purchase up to A$200 million of its outstanding fully paid ordinary shares listed on the ASX (ASX: REA) which was completed during the fiscal year ended June 30, 2026. For the fiscal year ended June 30, 2026, REA Group repurchased A$200 million (approximately $141 million) of its shares.

Dividends

The following table summarizes the dividends declared and paid per share on both the Company’s Class A Common Stock and Class B Common Stock:

The timing, declaration, amount and payment of future dividends to stockholders, if any, is within the discretion of the Company’s Board of Directors (the “Board of Directors”). The Board of Directors’ decisions regarding the payment of future dividends will depend on many factors, including the Company’s financial condition, earnings, capital requirements and debt facility covenants, other contractual restrictions, as well as legal requirements, regulatory constraints, industry practice, market volatility and other factors that the Board of Directors deems relevant.

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Sources and Uses of Cash—Fiscal 2026 versus Fiscal 2025

Net cash provided by operating activities from continuing operations for the fiscal years ended June 30, 2026 and 2025 was as follows:

Net cash provided by operating activities from continuing operations increased by $259 million for the fiscal year ended June 30, 2026 as compared to fiscal 2025. The increase was primarily due to higher Total Segment EBITDA and lower working capital, partially offset by higher gross tax payments and higher restructuring payments.

Net cash used in investing activities from continuing operations for the fiscal years ended June 30, 2026 and 2025 was as follows:

Net cash used in investing activities from continuing operations increased $133 million for the fiscal year ended June 30, 2026 as compared to fiscal 2025 driven by the $185 million of lower proceeds from sales of investments, primarily REA Group’s interest in PropertyGuru in fiscal 2025, $26 million increase in net cash used for acquisitions and $19 million increase in capital expenditures, partially offset by the $94 million decrease in cash used for purchases of investments.

Net cash used in financing activities from continuing operations for the fiscal years ended June 30, 2026 and 2025 was as follows:

Net cash used in financing activities from continuing operations was $1,014 million for the fiscal year ended June 30, 2026 as compared to $524 million for fiscal 2025.

During the fiscal year ended June 30, 2026, the Company had $641 million of repurchases of outstanding Class A and Class B Common Stock under the Stock Repurchase Programs, dividend payments of $112 million to News Corporation stockholders and $92 million to REA Group minority stockholders, $141 million of repurchases under REA Group’s share repurchase program and $100 million of borrowing repayments primarily related to the Term A Loans under the 2022 Credit Agreement. The net cash used in financing activities from continuing operations was partially offset by new borrowings of $125 million related to the 2026 Term A Loans in connection with the 2026 Credit Agreement discussed below.

During the fiscal year ended June 30, 2025, the Company had $203 million of borrowing repayments, primarily related to REA Group, dividend payments of $114 million to News Corporation stockholders and $71 million to REA Group minority stockholders and $150 million of repurchases of outstanding Class A and Class B Common Stock under the 2021 Repurchase Program. The net cash used in financing activities from continuing operations was partially offset by new borrowings of $61 million at REA Group. See Note 9—Borrowings in the accompanying Consolidated Financial Statements.

Reconciliation of Free Cash Flow

Free cash flow is a non-GAAP financial measure. Free cash flow is defined as net cash provided by (used in) operating activities from continuing operations, less capital expenditures. Free cash flow excludes cash flows from discontinued operations. Free cash flow may not be comparable to similarly titled measures reported by other companies, since companies and investors may differ as to what items should be included in the calculation of free cash flow.

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Free cash flow does not represent the total increase or decrease in the cash balance for the period and should be considered in addition to, not as a substitute for, the net change in cash and cash equivalents as presented in the Company’s consolidated Statements of Cash Flows prepared in accordance with GAAP, which incorporates all cash movements during the period. The Company believes free cash flow provides useful information to management and investors about the Company’s liquidity and cash flow trends.

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, 2026 and 2025:

Free cash flow for the fiscal year ended June 30, 2026 was $811 million compared to $571 million for fiscal 2025. Free cash flow increased due to higher cash provided by operating activities from continuing operations, as discussed above, partially offset by the $19 million increase in capital expenditures.

Borrowings

News Corporation Borrowings

As of June 30, 2026, News Corporation had (i) borrowings of $2.0 billion, including the current portion, consisting of its outstanding 2021 Senior Notes, 2022 Senior Notes and 2026 Term A Loans (as defined below), and (ii) $1 billion of undrawn commitments available under the 2026 Revolving Facility (as defined below).

In March 2026, the Company entered into an Amended and Restated Credit Agreement (the “2026 Credit Agreement”) that provides $1.5 billion of unsecured credit facilities (the “2026 Facilities”) to the Company to refinance its 2022 Credit Agreement and for general corporate purposes. The 2026 Facilities are comprised of a $1 billion five-year unsecured revolving credit facility (the “2026 Revolving Facility”) and a $500 million five-year unsecured term loan A credit facility (the “2026 Term A Facility,” and the loans under the 2026 Term A Facility are collectively referred to as “2026 Term A Loans”). The 2026 Revolving Facility has a sublimit of $100 million available for issuances of letters of credit. Under the 2026 Credit Agreement, the Company may request increases with respect to either of the 2026 Facilities in an aggregate principal amount not to exceed $250 million.

The loans under the 2026 Revolving Facility will not amortize. The 2026 Term A Loans will amortize in equal quarterly installments in an aggregate annual amount equal to 0.0%, 2.5%, 2.5%, 5.0% and 5.0%, respectively, of the original principal amount of the 2026 Term A Facility for each 12-month period commencing on June 30, 2026. All outstanding amounts under the 2026 Credit Agreement with respect to the 2026 Facilities are due on March 27, 2031, unless earlier terminated in the circumstances set forth in the 2026 Credit Agreement. The Company may request that the maturity date of the revolving credit commitments under the 2026 Revolving Facility be extended under certain circumstances as set forth in the 2026 Credit Agreement for up to two additional one-year periods. The Company may also request that the maturity date of the 2026 Term A Facility be extended under certain circumstances as set forth in the 2026 Credit Agreement by at least one year.

Interest on borrowings is based on either (a) an Alternative Currency Term Rate formula, (b) a Term SOFR formula, (c) an Alternative Currency Daily Rate formula ((a) through (c) each, a “Relevant Rate”) or (d) the Base Rate formula, each as set forth in the 2026 Credit Agreement. The applicable margin for borrowings under the 2026 Facilities and the commitment fee for undrawn balances under the 2026 Revolving Facility are based on the pricing grid in the 2026 Credit Agreement, which varies based on the Company’s debt rating as defined in the 2026 Credit Agreement. As of June 30, 2026, the Company was paying commitment fees of 0.15% on any undrawn balance under the 2026 Revolving Facility and, with respect to any outstanding borrowings under the 2026 Facilities, an applicable margin of 0.25% for a Base Rate borrowing and 1.25% for a Relevant Rate borrowing.

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The 2026 Credit Agreement contains certain customary affirmative and negative covenants and events of default with customary exceptions, including limitations on the ability of the Company and the Company’s subsidiaries to incur liens, merge into or consolidate with any other entity, incur subsidiary debt or dispose of all or substantially all of its assets or all or substantially all of the stock of all subsidiaries taken as a whole. In addition, the 2026 Credit Agreement requires the Company to maintain an adjusted operating income net leverage ratio of not more than 3.5 to 1.0, subject to certain adjustments following a material acquisition.

REA Group Borrowings

As of June 30, 2026, REA Group had A$200 million of undrawn commitments available under the 2024 REA Credit Facility. During the fiscal year ended June 30, 2026, REA Group amended its 2024 REA Credit Facility to reduce the total amount available under the facility to A$200 million. REA Group is a consolidated but non wholly-owned subsidiary of News Corp, and its indebtedness is only guaranteed by REA Group and certain of its subsidiaries and is non-recourse to News Corp.

HarperCollins Equipment Lease

In October 2025, HarperCollins entered into a finance leasing arrangement for up to $120 million of equipment for a new warehouse (the “Equipment Lease”). Interest accrues on amounts drawn under the Equipment Lease based on the Term SOFR plus a margin of 1.475%. The Equipment Lease may be drawn on until June 30, 2028, after which lease payments commence for a term of 7 years. The lease obligations are secured by the acquired equipment, and ownership of the equipment acquired under the Equipment Lease will transfer to HarperCollins at the end of the lease term. The Equipment Lease will be classified as a finance lease on the Company’s balance sheet upon commencement.

All of the Company’s borrowings contain customary representations, covenants and events of default. If any of the events of default occur and are not cured within applicable grace periods or waived, any unpaid amounts under the applicable debt agreement may be declared immediately due and payable. The Company was in compliance with all applicable covenants at June 30, 2026.

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. These firm commitments secure the current and future rights to various assets and services to be used in the normal course of operations.

The following table summarizes the Company’s material firm commitments as of June 30, 2026:

(a)The Company has commitments under purchase obligations related to technology infrastructure services, marketing agreements, content licensing costs and other legally binding commitments.

(b)The Company’s leases include office facilities, warehouse facilities, printing plants and equipment. These leases, which are classified as operating leases, are expected to be paid at certain dates through fiscal 2048. Amounts reflected represent only the Company’s lease obligations for which it has firm commitments.

(c)See Note 9—Borrowings in the accompanying Consolidated Financial Statements.

(d)Reflects the Company’s expected future interest payments based on borrowings outstanding and interest rates applicable at June 30, 2026. Such rates are subject to change in future periods. See Note 9—Borrowings in the accompanying Consolidated Financial Statements.

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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 table also excludes the Company’s pension obligations, other postretirement benefits (“OPEB”) obligations and the liabilities for unrecognized tax benefits for uncertain tax positions as the Company is unable to reasonably predict the ultimate amount and timing of the commitments. The Company made contributions of $14 million and $20 million to its pension plans in fiscal 2026 and fiscal 2025, respectively. Future plan contributions are dependent upon actual plan asset returns, interest rates and statutory requirements. The Company anticipates that it will make required contributions of approximately $1 million in fiscal 2027, assuming that actual plan asset returns are consistent with the Company’s returns in fiscal 2026 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. Payments due to participants under the Company’s pension plans are primarily paid out of underlying trusts. Payments due under the Company’s OPEB plans are not required to be funded in advance, but are paid as medical costs are incurred by covered retiree populations, and are principally dependent upon the future cost of retiree medical benefits under the Company’s OPEB plans. The Company expects its OPEB payments to approximate $6 million in fiscal 2027. See Note 17—Retirement Benefit Obligations and Note 18—Other Postretirement Benefits in the accompanying Consolidated Financial Statements.

Other significant ongoing expenses or cash requirements for each of the Company’s segments are discussed above in “Overview of the Company’s Businesses.” The Company generally expects to fund these short and long-term cash requirements with internally generated funds and cash and cash equivalents on hand.

Contingencies

The Company routinely is involved in various legal proceedings, claims and governmental inspections or investigations, including those discussed in Note 16—Commitments and Contingencies in the accompanying Consolidated Financial Statements. The outcome of these matters and claims is subject to significant uncertainty, and the Company often cannot predict what the eventual outcome of pending matters will be or the timing of the ultimate resolution of these matters. Fees, expenses, fines, penalties, judgments or settlement costs which might be incurred by the Company in connection with the various proceedings could adversely affect its results of operations and financial condition.

The Company establishes an accrued liability for legal claims when it determines that a loss is probable and the amount of the loss can be reasonably estimated. 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 Company recognizes gain contingencies when the gain becomes realized or realizable. 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. The development and selection of these critical accounting policies have been determined by management of the Company. See Note 2—Summary of Significant Accounting Policies in the accompanying Consolidated Financial Statements.

Goodwill and Indefinite-Lived Intangible Assets

The Company tests goodwill and indefinite-lived intangible assets for impairment on an annual basis in the fourth quarter and at other times if a significant event or change in circumstances indicates that it is more likely than not that the fair value of these assets has been reduced below their carrying value. The Company uses its judgment in assessing whether assets may have become impaired between annual impairment assessments. 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.

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Under ASC 350, Intangibles—Goodwill and Other (“ASC 350”), in assessing goodwill or indefinite-lived intangible assets 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 or an indefinite-lived intangible asset is less than its carrying amount. If the Company determines that it is not more likely than not that the fair value is less than its carrying amount, the Company is not required to perform any additional tests for impairment. However, if the Company concludes otherwise or elects not to perform the qualitative assessment, then it is required to perform a quantitative analysis. For reporting units, the calculated fair value of the reporting unit is compared to its carrying amount, including goodwill, and for indefinite-lived intangible assets, the calculated fair value is compared to its carrying value. The methods used to estimate the fair value measurements of the Company’s reporting units and indefinite-lived intangible assets include those based on the income approach (including the discounted cash flow and relief-from-royalty methods) and those based on the market approach (primarily the guideline public company method).

Determining fair value requires the exercise of significant judgments, including judgments about appropriate discount rates, long-term growth rates, relevant comparable company earnings multiples and the amount and timing of expected future cash flows. During the fourth quarter of fiscal 2026, 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 a $9 million impairment of an indefinite-lived intangible asset and no impairments of goodwill in fiscal 2026. The Company utilized the qualitative assessment for certain of its reporting units and indefinite-lived intangible assets. The qualitative tests performed considered various factors since the performance of the last quantitative test, including, but not limited to, macroeconomic conditions, industry and company-specific trends and parent company share price performance. Significant unobservable inputs utilized in the income approach valuation method for quantitative assessments were discount rates (generally ranging from 8.5% to 16.0%), long-term growth rates (ranging from 2.0% to 3.0%) and royalty rates (ranging from 0.25% to 5.0%). 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 4.0x to 10.3x and 1.5x to 2.3x, respectively) and control premiums (ranging from 5.0% to 10.0%). Significant increases (decreases) in royalty rates, growth rates, control premiums and multiples, assuming no change in discount rates, would result in a significantly higher (lower) fair value measurement. Significant decreases (increases) in discount rates, assuming no changes in royalty rates, growth rates, control premiums and multiples, would result in a significantly higher (lower) fair value measurement. See Note 8—Goodwill and Other Intangible Assets in the accompanying Consolidated Financial Statements for further details regarding changes in these inputs and assumptions compared to prior fiscal years.

Income Taxes

The Company is subject to income taxes in the U.S. and various foreign jurisdictions in which it operates and records its tax provision for the anticipated tax consequences in its reported results of operations. Tax laws are complex and subject to different interpretations by the taxpayer and respective governmental taxing authorities. Significant judgment is required in determining the Company’s tax expense and in evaluating its tax positions including evaluating uncertainties as promulgated under ASC 740, Income Taxes (“ASC 740”).

The Company’s annual tax rate is based primarily on its geographic income and statutory tax rates in the various jurisdictions in which it operates. Significant management judgment is required in determining the Company’s provision for income taxes, deferred tax assets and liabilities and the valuation allowance recorded against the Company’s deferred tax assets. In assessing the likelihood of realization of deferred tax assets, management considers estimates of the amount and character of future taxable income. The Company’s actual effective tax rate and income tax expense could vary from estimated amounts due to the future impacts of various items, including changes in income tax laws, tax planning and the Company’s forecasted financial condition and results of operations in future periods. Although the Company believes its current estimates are reasonable, actual results could differ from these estimates.

The Company recognizes tax benefits from uncertain tax positions only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the Consolidated Financial Statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. Significant management judgment is required to determine whether the recognition threshold has been met and, if so, the appropriate amount of unrecognized tax benefits to be recorded in the Consolidated Financial Statements. Management re-evaluates its tax positions each period in which new information about recognition or measurement becomes available. The Company’s policy is to recognize, when applicable, interest and penalties on unrecognized income tax benefits as part of Income tax (expense) benefit.

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See Note 19—Income Taxes in the accompanying Consolidated Financial Statements for further details regarding these estimates and assumptions and changes compared to prior fiscal years.

Retirement Benefit Obligations

The Company’s employees participate in various defined benefit pension and postretirement plans sponsored by the Company and its subsidiaries. See Note 17—Retirement Benefit Obligations in the accompanying Consolidated Financial Statements.

The Company records amounts relating to its pension and other postretirement benefit plans based on calculations specified by GAAP. The measurement and recognition of the Company’s pension and other postretirement benefit plans, including the net periodic benefit costs (income) and projected benefit obligation, require the use of significant management judgments, including discount rates, expected return on plan assets, mortality and other actuarial assumptions. Current market conditions, including changes in investment returns and interest rates, were considered in making these assumptions. In developing the expected long-term rate of return, the pension portfolio’s past average rate of returns and future return expectations of the various asset classes were considered. The weighted average expected long-term rate of return of 5.8% for fiscal 2027 is based on a weighted average target asset allocation assumption of 5% equities, 87% fixed-income securities and 8% cash and other investments.

The Company recorded $3 million and $10 million in net periodic benefit costs (income) in the Statements of Operations for the fiscal years ended June 30, 2026 and 2025, 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 5.7% will be used in calculating the fiscal 2027 net periodic benefit costs (income). The discount rate reflects the market rate for high-quality fixed-income investments on the Company’s annual measurement date of June 30 and is subject to change each fiscal year. The discount rate assumptions used to account for pension and other postretirement benefit plans reflect the rates at which the benefit obligations could be effectively settled. The rate was determined by matching the Company’s expected benefit payments for the plans to a hypothetical yield curve developed using a portfolio of several hundred high-quality non-callable corporate bonds. 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.

The key assumptions used in developing the Company’s fiscal 2026 and 2025 net periodic benefit costs (income) for its plans consist of the following:

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The Company will use a weighted average long-term rate of return of 5.8% for fiscal 2027 based principally on a combination of current asset mix and an expectation of future long term investment returns. The accumulated net pre-tax losses on the Company’s pension plans as of June 30, 2026 were approximately $429 million which decreased from approximately $456 million for the Company’s pension plans as of June 30, 2025. This net decrease of $27 million was primarily due to the amortization of deferred losses and the positive impact of foreign currency fluctuations. Lower discount rates increase present values of benefit obligations, the Company’s deferred losses and subsequent-year benefit costs. Higher discount rates decrease the present values of benefit obligations, reduce the Company’s accumulated net loss and decrease subsequent-year benefit costs. These deferred losses are being systematically recognized in future net periodic benefit costs (income) in accordance with ASC 715, Compensation—Retirement Benefits (“ASC 715”). 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 $14 million and $20 million to its pension plans in fiscal 2026 and 2025, respectively. 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 2026 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 2027. The Company will continue to make voluntary contributions as necessary to improve the funded status of the plans. See Note 17—Retirement Benefit Obligations and Note 18—Other Postretirement Benefits in the accompanying Consolidated Financial Statements.

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. 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: