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Current (2026):
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…
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 information, news, real estate-related and entertainment products and services. 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 AI, platforms and business models and corresponding changes in consumer and customer behavior. 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. Third-party platforms like search engines, social media and AI platforms and digital marketplaces, some of which offer competing products or services, have significant influence over how the Company’s content and other products and services are discovered and displayed. Changes these platforms make to algorithms, ranking methodologies, presentation, placement, user interfaces, access terms or pricing affect the Company’s ability to attract, retain and monetize consumers and compete effectively. As these platforms and other emerging competitors continue to incorporate AI features and launch AI-powered products and services such as chatbots, agents, assistants and enhanced search and recommendation tools, they are changing how users discover and consume content and services, including by retaining users within their own digital ecosystems instead of referring them to the Company’s properties. Increased adoption of these AI-powered tools, products and services, especially those offered by platforms with large embedded audiences, have, and may continue to, reduce traffic to, subscriber demand for, and engagement with, the Company’s digital products and services and harm existing and potential revenue streams. Technological advances, particularly in AI, have reduced barriers to entry by, among other things, increasing the availability of public sources of free or inexpensive information and decreasing the cost to collect, process and package this information. Rapid advancements in AI coding tools may also allow new and existing competitors to create competing offerings quickly and at a lower cost. These developments have, and may continue to, enable additional third parties to compete with the Company’s information products and services and potentially diminish their perceived value.
The Company’s ability to compete depends on many factors, including its ability to:
The Company expects to continue to pursue various strategic initiatives, incorporate new technologies and develop new and enhanced products and services to remain competitive. These include additional licensing arrangements with large platform operators, AI companies and other partners for the use of its content, the continued expansion into different business models and adjacencies, streaming audio partnerships for its books, multi-product digital bundles and other innovative digital news products and experiences. The Company is also developing products and services that incorporate AI solutions to enhance insights and value for consumers and customers and using AI to improve efficiency and productivity internally. The Company has incurred, and expects to continue to incur, significant costs in connection with these efforts, including costs relating to the initiatives referenced above, as well as other costs to acquire, develop, adopt, upgrade and exploit new and existing technologies and attract and retain employees with the necessary knowledge and skills. 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. For example, not all of the Company’s content license agreements have been renewed, and there is no guarantee that existing agreements will be renewed on terms favorable to the Company or at all.
Some of the Company’s current and potential competitors have greater resources, fewer regulatory burdens, better competitive positions in certain areas, greater operating capabilities, greater access to sources of content, data, information, technology (including AI) or other services or strategic relationships, easier access to financing and/or use the Company’s intellectual property without authorization or compensation. These advantages may allow them to develop products or services that compete with, or otherwise supplant, the Company’s products and services, more easily enter its markets or respond more effectively to changes in technology, consumer and customer needs and preferences and market conditions, including by developing new or enhanced products and services or leveraging new technologies, including AI, more quickly or successfully than the Company. 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, information, technology (including AI) and other offerings. If the Company is unable to compete successfully, its business, results of operations and financial condition will be adversely affected.
Macroeconomic and Market Conditions and Other Events Outside the Company’s Control May Adversely Affect the Company’s Business.
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, particularly in the U.S., Australia and the U.K., including economic weakness, uncertainty or volatility, geopolitical tensions, conflicts or wars, government or regulatory policies, natural disasters, severe weather events, political or social unrest, terrorism, pandemics and other health crises or other similar events. Recent political policies and priorities in the U.S. and internationally, including an increase in hostilities and conflicts and tariffs and other trade barriers, have continued to create business and economic uncertainty, renewed inflationary pressures and lowered consumer confidence. These conditions, as well as changes in monetary policy, elevated interest rates, recessionary or stagflation concerns, labor market uncertainty, supply chain disruptions, increased energy and commodity costs and volatile foreign currency exchange rates, have affected, and may in the future adversely affect, the U.S. and global economies and markets and the Company’s business. During fiscal 2026, high home prices and other housing-related costs, low inventory, elevated interest rates and lower levels of consumer confidence continued to adversely impact the U.S. real estate market and the Digital Real Estate Services segment. Recently enacted Australian housing reform legislation may impact listing volumes and the Company’s digital real estate services business in Australia. Economic uncertainty and lower consumer confidence have also contributed to softer consumer spending within the U.S. book publishing industry, which may continue in the near term. 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. Such downturns typically 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, 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.
The Company may also be impacted by other events outside its control, such as developments in the industries in which it operates. In the U.S. residential real estate industry, lawsuits and regulatory investigations, as well as pressure from industry participants, have led to changes in established rules and practices. Settlements of class action lawsuits against certain brokerages and franchisors, as well as NAR, resulted in changes to NAR’s rules and practices, including how buyer broker commissions are offered and negotiated. Evolving industry dynamics are shifting some listing inventory away from traditional centralized public MLS databases to private listing networks and alternative digital platforms. The impact of these and any other changes to industry rules and practices that may result from any further litigation, settlements, regulatory scrutiny or market shifts could affect how home buyers and sellers engage with agents and agent commissions, impact the quality or quantity of Move’s listing data and its audience size or 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 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.
The Company’s businesses depend on a single or limited number of third-party suppliers for certain products, services, data and information. 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 Company’s products, services and internal tools integrating AI rely on third-party AI platforms, foundation models, cloud-hosted AI services or other vendor-provided technologies. The Company also obtains significant data and information through contractual arrangements with content suppliers, some of which may be competitors. From time to time, suppliers seek to change the fees and other terms of supply arrangements and may terminate existing arrangements, in some cases with short notice, to gain a marketplace advantage. Any consolidation among suppliers would further decrease the number of providers and increase their scale and leverage. Issues affecting the Company’s suppliers, including cybersecurity incidents, data center or systems outages, labor shortages, insufficient capacity and supply chain issues, may reduce, interrupt, or delay the supply of, or cause defects or errors in, the products, services, technologies, data and information on which the Company’s businesses rely. 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, technologies, data or information or ceases production or provision, or limits the extent or manner of use, of any significant or necessary product, service, technology, data or information, the Company’s business, results of operations and financial condition may be adversely affected. 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.
A Decline in Customer Advertising Expenditures or Other Adverse Changes in the Advertising Ecosystem Could Cause the Company’s Revenues and Operating Results to Decline Significantly.
The Company generates substantial revenues from the sale of advertising, and declines in advertising revenues have had, and could continue to have, an adverse effect on its business, results of operations and financial condition. Consumer preferences for digital content consumption, the increasing number of content consumption choices and different ways of purchasing advertising such as programmatic buying have intensified competition for advertising, increased audience fragmentation and advertising inventory, decreased demand for the Company’s traditional media offerings and their attractiveness to advertisers and reduced rates. Large digital platforms with extensive user data and targeting capabilities command a substantial share of the digital advertising market and are also responsible for a significant amount of traffic to the Company’s digital properties, which drives advertiser spending. Changes made by platform operators, including decreasing referrals, the incorporation of AI engines with different algorithms and changes impacting visibility, occur frequently, are outside the Company’s control and have adversely affected, and could adversely affect, traffic and engagement for the Company’s digital properties and consequently, advertising sales and rates. As the advertising industry evolves in response to AI-driven changes in content discovery and consumption, the Company will need to adapt to new advertising formats, delivery methods, strategies and offerings in order to compete successfully for advertising budgets. Certain large digital platforms control significant technologies such as ad servers on which the Company’s digital advertising operations rely, and interruptions or changes affecting these technologies, including the economic terms, could adversely impact advertising revenues and/or operating costs. 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 reduced support for online tracking technologies, as well as platform and browser requirements, news blocking or bias and new privacy regulations, may also negatively impact digital advertising revenues. 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.
The Company’s advertising revenue is also affected generally by national and local economic and business conditions, which tend to be cyclical, as well as election and other news cycles. During fiscal 2026, factors such as 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. Other events outside the Company’s control, including inflationary pressures, trade issues, 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. Certain sectors of the economy account for a significant portion of the Company’s advertising revenues, including retail, technology and finance. Declines in the economic prospects of these and other advertisers or the economy in general could alter current or prospective advertisers’ spending priorities, which may further reduce the Company’s overall advertising revenue.
Advertising sales are also dependent on the accurate measurement of demand for the Company’s products and services, and any difficulty or failure in doing so, particularly for digital offerings or across multiple platforms, may adversely impact advertising volume and rates or, in the case of inaccuracies, the Company’s reputation and relationships with advertisers.
The Company’s Reputation, Credibility and Brands are Key Assets and Competitive Advantages, and its Business and Results of Operations May be Affected by How the Company is Perceived.
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. 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 AI tools misattributing inaccurate or misleading information to the Company. The Company’s brands and reputation may also be impacted by its sustainability and corporate responsibility efforts and disclosures and positions the Company, its businesses or its publications take or do not take on social issues. Various stakeholders, regulators and lawmakers have expressed or pursued different, and sometimes conflicting, views, expectations and/or legislation on ESG-related matters, and the Company may not be able to successfully navigate these divergent viewpoints and/or legislation. 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. To the extent the Company’s brands, reputation and credibility are damaged, the Company’s ability to attract and retain consumers, customers, advertisers and employees, as well as the Company’s sales, business opportunities and profitability, could be adversely affected, which could in turn have an adverse impact on its business and results of operations.
Developments in AI, Including the Company’s Use of AI, May Expose it to Certain Risks, Which Could Adversely Affect its Business, Reputation or Financial Results.
The Company is incorporating AI into its business, including developing products and services that integrate AI solutions and for internal productivity purposes. The development of AI-based products and services can be complex and costly, the technology is evolving rapidly and there are challenges associated with achieving desired levels of accuracy, efficiency and reliability. AI algorithms, models and data may have limitations, including biases, errors or the inability to handle certain data types or scenarios. If the Company’s use of AI in its products and services is viewed negatively by customers or the public or it produces content, responses, information, analyses or recommendations that are alleged to be deficient, inaccurate, biased, harmful, discriminatory or otherwise problematic or to violate intellectual property rights, it may negatively impact its brands and reputation and adversely affect its business, and the Company may be subject to legal and regulatory scrutiny and increased litigation. Additionally, if the Company’s products and services that integrate AI solutions fail to operate as anticipated or as well as competing products or services or otherwise do not meet customer needs or if the Company is unable to bring such products or services to market as effectively or with the same speed as its competitors, its competitive position may be harmed and its business and reputation may be adversely impacted. The use of AI may implicate intellectual property, data protection and employment laws and regulations, impact the Company’s ability to protect its data and intellectual property and raise cybersecurity, confidentiality and technical risks. Regulation of AI is evolving rapidly, including the increasing adoption of AI-focused consumer protection and data privacy laws in certain jurisdictions, and the Company’s use of AI will continue to require resources to address changing and disparate regulatory requirements, implement appropriate governance practices and minimize associated risks. The Company’s obligations to comply with the evolving legal and regulatory landscape could limit its ability to incorporate certain AI solutions into its products and services. The use of AI tools may also impact the Company’s relationship with employees and/or result in labor disputes if the tools are viewed as displacing workers. Given that the development, adoption and use of AI technologies continues to evolve rapidly, it is not possible to predict all of the risks related to the use of AI and the impact they may have on the Company.
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. These risks and uncertainties include, among others: (1) the difficulty in integrating newly acquired businesses, operations and systems, such as financial reporting, internal controls, compliance and information technology (including cybersecurity and data protection controls), in an efficient and effective manner, (2) the challenges in achieving strategic objectives, cost savings and other anticipated benefits, (3) the potential loss of key employees, customers, suppliers and partners, (4) with respect to investments, risks associated with the inability to control the operations of the business, (5) the risk of diverting the attention of the Company’s senior management from the Company’s operations, (6) in the case of foreign acquisitions and investments, the impact of specific economic, tax, currency, political, legal and regulatory risks associated with the relevant countries, (7) expenses and liabilities, both known and unknown, associated with the acquired businesses or investments, (8) in some cases, increased regulation and (9) in some cases, lower liquidity as a result of the use of cash or incurrence of debt to fund such acquisition or investment. If any acquired business or investment fails to operate as anticipated or an acquired business cannot be successfully integrated with the Company’s existing businesses, the Company’s business, results of operations, financial condition, brands and reputation could be adversely affected, and the Company may be required to record non-cash impairment charges for the write-down of certain acquired assets and investments. 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.
The Company has also divested and may in the future divest certain assets or businesses that no longer fit with its strategic direction or growth targets or for other business reasons. Divestitures require the Company to expend costs and management and operational resources, and the Company may not be able to find buyers on favorable terms or complete any particular transaction. Divestitures involve other significant risks and uncertainties that could adversely affect the Company’s business, results of operations and financial condition, including disruption to its business, loss of key employees, renegotiation or termination of key business relationships and difficulties in separating the operations of the divested business. The Company may have continued financial exposure to divested businesses through continuing equity ownership, retention of certain liabilities related to the divested business, indemnities, guarantees or other post-closing obligations, transition services and deferred payments.
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 businesses. The price of paper has historically been volatile, and the closure of several newsprint suppliers during fiscal 2026 resulted in an increase in the market price for newsprint. The Company also relies on third-party suppliers for deliveries of paper and on third-party printing and distribution partners to print and distribute its books and newspapers. Factors such as inflationary pressures, 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), changes in laws and regulations, such as the E.U.’s Deforestation Regulation, labor shortages or unrest, natural disasters, extreme weather, 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. The Company may not be able to secure alternative providers quickly and cost-effectively, which could disrupt printing and distribution operations or increase the cost of printing and distributing the Company’s books and newspapers. Significant increases in these costs, undersupply or significant disruptions in the supply chain or the Company’s printing and distribution channels have had, and could in the future have, an adverse effect on the Company’s business, results of operations and financial condition.
The Company’s International Operations Expose it to Additional Risks That Could Adversely Affect its Business, Results of Operations and Financial Condition.
A substantial portion of the Company’s revenues are derived outside the U.S., and the Company may continue to expand its international operations. 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, war, natural disasters, extreme weather, pandemics and other widespread health crises and acts of terrorism; (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. 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. 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.
An Inability to Attract and Retain the Right Talent and Cultivate Their Performance Could Adversely Affect the Company’s Business.
The Company’s businesses depend upon the continued efforts, abilities and expertise of its highly qualified people who possess substantial business, technical and operational knowledge. The market for highly skilled people is competitive, and the Company’s ability to attract, retain and motivate these employees depends on a number of factors such as market conditions, labor constraints, competitive pressures on employee wages and benefits, changes in workplace and workforce dynamics and hiring suitable additions or replacements without significant costs or delays. These risks have been, and may in the future be, exacerbated by actions the Company takes from time to time in order to optimize its businesses. Furthermore, as the Company continues to automate processes and integrate AI capabilities into its workflows, it must continuously equip and empower its workforce to adapt to these changing operational environments. The loss of key employees, the failure to attract, retain and motivate other highly qualified people, a failure to effectively upskill talent and manage this organizational change or higher costs associated with these efforts may harm the Company’s business, including the ability to execute its business strategy, and negatively impact its results of operations.
The Company is Subject to Payment Processing Risk Which Could Lead to Adverse Effects on the Company’s Business and Results of Operations.
The Company accepts a variety of different payment methods, including credit and debit cards, prepaid cards, ACH payments and online wallets, as payment for the Company’s products and services and to facilitate payments between third-party users of its platforms such as renters and landlords. The Company relies on internal systems and third-party vendors to process payment. Acceptance and processing of these payment methods are subject to certifications, rules, regulations, industry standards and laws and require payment of interchange and other fees. Increases in payment processing fees, material changes in the payment ecosystem, delays in receiving payments from payment processors, errors in charges, failures to comply with, or changes to, certifications, rules, regulations, industry standards or laws concerning payment processing, loss of payment processing partners and/or disruptions or failures in payment processing systems or payment products could negatively impact the Company’s ability to accept payments or retain customers, result in fines, increased costs, monitoring and reputational harm and adversely impact its results of operations. The Company and its payment processing partners also experience fraudulent use of payment methods and may experience unauthorized access to payment systems, and these efforts are becoming increasingly sophisticated, including from the use of AI tools. If the Company is unable to maintain its fraud and chargeback rates at acceptable levels, card networks may impose fines and additional card authentication requirements or terminate the Company’s ability to process payments. Measures the Company implements to reduce fraud may not be effective and may add friction to the subscription or payment process. The loss of the Company’s ability to process payments via any major payment method would adversely affect its business and results of operations.
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.
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. 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. 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. NAR would then be able to operate a Realtor.com® website, either by itself or with another third party.
Labor Disputes May Have an Adverse Effect on the Company’s Business.
In some of the Company’s businesses, it engages the services of employees who are subject to collective bargaining agreements. The Company has experienced, and may in the future experience, labor unrest, including strikes or work slowdowns, in connection with the negotiation of collective bargaining agreements. A significant labor dispute could cause delays in production or other business interruptions, result in higher costs or other unfavorable terms in connection with new collective bargaining agreements and have an adverse effect on the Company’s business, results of operations and reputation, and these risks may be exacerbated by labor constraints and inflationary pressures on employee wages and benefits.
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 information, news, real estate-related and entertainment products and services. 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. 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. Consumption of the Company’s content on third-party platforms reduces its control over how its content is discovered, displayed and monetized and may affect its ability to attract, retain and monetize consumers directly and compete effectively. Generative AI-powered chatbots, search overviews and other tools using models trained or grounded on the Company’s content or that produce responses that contain, are similar to or are based on the Company’s content without permission, attribution or compensation, have, and may continue to, reduce traffic to, and subscriber demand for, the Company’s digital products and services and harm existing and potential revenue streams. Technological advances, including in AI, have also increased the availability of public sources of free or inexpensive information and reduced the cost to process and package this information, which enables additional third parties to compete with the Company’s information products and services, often at a lower cost, and potentially diminishes their perceived value.
The Company’s ability to compete depends on many factors, including its ability to:
The Company expects to continue to pursue new strategic initiatives, incorporate new technologies and develop new and enhanced products and services to remain competitive. These include licensing arrangements with certain large platforms for the use of its content by or on such platforms, the continued expansion into new business models and adjacencies at its digital real estate services businesses, streaming audio partnerships for its books, multi-product digital bundles and other innovative digital news products and experiences. 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. The Company has incurred, and expects to continue to incur, significant costs in connection with these efforts, including costs relating to the initiatives referenced above, as well as other costs to acquire, develop, adopt, upgrade and exploit new and existing technologies and attract and retain employees with the necessary knowledge and skills. 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. For example, not all of the Company’s content license agreements have been renewed, and there is no guarantee that existing agreements will be renewed on terms favorable to the Company or at all.
Some of the Company’s current and potential competitors have greater resources, fewer regulatory burdens, better competitive positions in certain areas, greater operating capabilities, greater access to sources of content, data, information, technology (including AI) or other services or strategic relationships and/or easier access to financing. These advantages may allow them to respond more effectively to changes in technology, consumer and customer needs and preferences and market conditions, including by developing new or enhanced products and services or leveraging new technologies, including generative AI, more quickly or successfully than the Company. 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, information, 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.
Macroeconomic and Market Conditions and Other Events Outside the Company’s Control May Adversely Affect the Company’s Business.
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. Recent changes in political policies and priorities in the U.S. and internationally, including expanded or retaliatory tariffs and other trade barriers, and an increase in hostilities and conflicts have created business and economic uncertainty and lowered consumer confidence. These conditions, as well as inflationary pressures, changes in monetary policy, elevated interest rates, recessionary or stagflation concerns, geopolitical tensions, supply chain disruptions and volatile foreign currency exchange rates, have affected, and may in the future, adversely affect the U.S. and global economies and markets and the Company’s business. 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. Recent economic uncertainty and lower consumer confidence have also contributed to softer consumer spending within the U.S. book publishing industry, which may continue in the near term. 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. 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. The Company is particularly exposed to business risks in the U.S., Australia and the U.K., its three main operating geographies.
The Company may also be impacted by other events outside its control, such as developments in the industries in which it operates. In the U.S. residential real estate industry, settlements of recent class action lawsuits against certain brokerages and franchisors, as well as NAR, have led to changes in NAR’s rules and practices, including elimination of the cooperative compensation rule, thereby prohibiting REALTOR® MLSs from publishing buyer broker compensation offers. 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 settlements are also being appealed, and the Company cannot predict the final outcomes of these matters or any future lawsuits, which could result in additional changes that impact the industry.
A Decline in Customer Advertising Expenditures Could Cause the Company’s Revenues and Operating Results to Decline Significantly.
The Company generates substantial revenues from the sale of advertising, and a decline in advertising revenues has had, and could continue to have, an adverse effect on its business, financial condition and results of operations. 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. 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. Large digital platforms command a substantial share of the digital advertising market and are also responsible for a significant amount of traffic to the Company’s digital properties, which drives advertiser spending. Visibility on these platforms depends on algorithms that are outside the Company’s control and change frequently, and recent changes have adversely affected traffic to some of the Company’s digital properties, particularly in the U.K. Certain of these platforms also control significant technologies such as ad servers on which the Company’s digital advertising operations rely, and interruptions or changes affecting these technologies, including the economic terms, could adversely impact advertising revenues and/or operating costs. 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. 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.
The Company’s advertising revenue is also affected generally by national and local economic and business conditions, which tend to be cyclical, as well as election and other news cycles. 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. 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. Certain sectors of the economy account for a significant portion of the Company’s advertising revenues, including retail, technology and finance. Declines in the economic prospects of these and other advertisers or the economy in general could alter current or prospective advertisers’ spending priorities, which may further reduce the Company’s overall advertising revenue.
Advertising sales are also dependent on the accurate measurement of demand for the Company’s products and services, and any difficulty or failure in doing so, particularly for digital offerings or across multiple platforms, may adversely impact advertising volume and rates or, in the case of inaccuracies, the Company’s reputation and relationships with advertisers.
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. These risks and uncertainties include, among others: (1) the difficulty in integrating newly acquired businesses, operations and systems, such as financial reporting, internal controls, compliance and information technology (including cybersecurity and data protection controls), in an efficient and effective manner, (2) the challenges in achieving strategic objectives, cost savings and other anticipated benefits, (3) the potential loss of key employees, customers, suppliers and partners, (4) with respect to investments, risks associated with the inability to control the operations of the business, (5) the risk of diverting the attention of the Company’s senior management from the Company’s operations, (6) in the case of foreign acquisitions and investments, the impact of specific economic, tax, currency, political, legal and regulatory risks associated with the relevant countries, (7) expenses and liabilities, both known and unknown, associated with the acquired businesses or investments, (8) in some cases, increased regulation and (9) in some cases, lower liquidity as a result of the use of cash or incurrence of debt to fund such acquisition or investment. If any acquired business or investment fails to operate as anticipated or an acquired business cannot be successfully integrated with the Company’s existing businesses, the Company’s business, results of operations, financial condition, brands and reputation could be adversely affected, and the Company may be required to record non-cash impairment charges for the write-down of certain acquired assets and investments. 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.
The Company has also divested and may in the future divest certain assets or businesses that no longer fit with its strategic direction or growth targets or for other business reasons such as its recent divestiture of Foxtel. Divestitures require the Company to expend costs and management and operational resources, and the Company may not be able to find buyers on favorable terms or complete any particular transaction. Divestitures involve other significant risks and uncertainties that could adversely affect the Company’s business, results of operations and financial condition, including disruption to its business, loss of key employees, renegotiation or termination of key business relationships and difficulties in separating the operations of the divested business. The Company may have continued financial exposure to divested businesses through continuing equity ownership, retention of certain liabilities related to the divested business, indemnities, guarantees or other post-closing obligations, transition services and deferred payments.
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.
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 Company also obtains significant data and information through contractual arrangements with content suppliers, some of which may be competitors.
From time to time, suppliers seek to change the fees and other terms of supply arrangements and may terminate existing arrangements, in some cases with short notice, to gain a marketplace advantage. Any consolidation among suppliers would further decrease the number of providers and increase their scale and leverage. Issues affecting the Company’s suppliers, including cybersecurity incidents, data center or systems outages, labor shortages, insufficient capacity and supply chain issues, may reduce, interrupt, or delay the supply of, or cause defects or errors in, the products, services, data and information on which the Company’s businesses rely. 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. 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.
The Company’s Reputation, Credibility and Brands are Key Assets and Competitive Advantages and its Business and Results of Operations May be Affected by How the Company is Perceived.
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. 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. The Company’s brands and reputation may also be impacted by its sustainability and corporate responsibility commitments and disclosures and positions the Company, its businesses or its publications take or do not take on social issues. Changes in reporting methodologies, available data or the Company’s operations or reporting processes and disparate and evolving reporting standards, including regulatory requirements, may impact the Company’s disclosure and progress towards achieving its commitments. Various stakeholders, regulators and lawmakers also have expressed or pursued different, and sometimes conflicting, views, expectations and/or legislation on ESG-related matters, and the Company may not be able to successfully navigate these divergent viewpoints and/or legislation. 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. To the extent the Company’s brands, reputation and credibility are damaged, the Company’s ability to attract and retain consumers, customers, advertisers and employees, as well as the Company’s sales, business opportunities and profitability, could be adversely affected, which could in turn have an adverse impact on its business and results of operations.
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, and the price of paper has historically been volatile. The Company also relies on third-party suppliers for deliveries of paper and on third-party printing and distribution partners to print and distribute its books and newspapers. 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. The Company may not be able to secure alternative providers quickly and cost-effectively, which could disrupt printing and distribution operations or increase the cost of printing and distributing the Company’s books and newspapers. Significant increases in these costs, undersupply or significant disruptions in the supply chain or the Company’s printing and distribution channels have had, and could in the future have, an adverse effect on the Company’s business, results of operations and financial condition.
Developments in AI, Including the Company’s Use of AI, May Expose it to Certain Risks, Which Could Adversely Affect its Business, Reputation or Financial Results.
The Company is incorporating AI into its business, including developing products and services that integrate AI solutions and for internal productivity purposes. The development of AI technologies, including generative AI, is complex and evolving and there are challenges associated with achieving desired levels of accuracy, efficiency and reliability. AI algorithms, models and data may have limitations, including biases, errors or the inability to handle certain data types or scenarios. If the Company’s use of AI in its products and services produces content, information, analyses or recommendations that are alleged to be deficient, inaccurate, biased, harmful, discriminatory or infringing or otherwise problematic, it may negatively impact its brands and reputation and adversely affect its business, and the Company may be subject to legal and regulatory scrutiny and increased litigation. Additionally, if the Company’s products and services that integrate AI solutions fail to operate as anticipated or as well as competing products or services or otherwise do not meet customer needs or if the Company is unable to bring such products or services to market as effectively or with the same speed as its competitors, its competitive position may be harmed and its business and reputation may be adversely impacted. The use of AI tools may implicate intellectual property and data protection laws and regulations and raise cybersecurity, confidentiality and technical risks. Regulation of AI is evolving rapidly, including the recent adoption of AI-focused consumer protection and data privacy laws in certain jurisdictions, and the Company’s use of AI tools will continue to require resources to address regulatory requirements, implement appropriate governance practices and minimize associated risks. The Company’s obligations to comply with the evolving legal and regulatory landscape could limit its ability to incorporate certain AI solutions into its products and services. The use of AI tools may also impact the Company’s relationship with employees and/or result in labor disputes if the tools are viewed as displacing workers. Given that the development, adoption and use of AI technologies, including generative AI, remains in the early stages, it is not possible to predict all of the risks related to the use of AI and the impact they may have on the Company.
The Company’s International Operations Expose it to Additional Risks That Could Adversely Affect its Business, Operating Results and Financial Condition.
A substantial portion of the Company’s revenues are derived outside the U.S., and the Company may continue to expand its international operations. 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. 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. 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.
An Inability to Attract and Retain the Right Talent and Cultivate Their Performance Could Adversely Affect the Company’s Business.
The Company’s businesses depend upon the continued efforts, abilities and expertise of its highly qualified people who possess substantial business, technical and operational knowledge. The market for highly skilled people is competitive, and the Company’s ability to attract, retain and motivate these employees depends on a number of factors such as market conditions, labor constraints, competitive pressures on employee wages and benefits, changes in workplace and workforce dynamics and hiring suitable additions or replacements without significant costs or delays. These risks have been, and may in the future be, exacerbated by actions the Company takes from time to time in order to optimize its businesses. 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.
The Company is Subject to Payment Processing Risk Which Could Lead to Adverse Effects on the Company’s Business and Results of Operations.
The Company accepts a variety of different payment methods, including credit and debit cards, prepaid cards, ACH payments and online wallets, as payment for the Company’s products and services and to facilitate payments between third-party users of its platforms such as renters and landlords. The Company relies on internal systems and third-party vendors to process payment. Acceptance and processing of these payment methods are subject to certain certifications, rules, regulations and industry standards and require payment of interchange and other fees. To the extent there are increases in payment processing fees, material changes in the payment ecosystem, delays in receiving payments from payment processors, errors in charges, failures to comply with, or changes to, certifications, rules, regulations or industry standards concerning payment processing, loss of payment processing partners and/or disruptions or failures in payment processing systems or payment products, the Company’s ability to accept payments or retain customers could be negatively affected, it may be subject to fines and increased costs and it could suffer reputational harm, all of which may adversely impact its results of operations. The Company and its payment processing partners also experience fraudulent use of payment methods, and these efforts are becoming increasingly sophisticated. If the Company is unable to maintain its fraud and chargeback rates at acceptable levels, card networks may impose fines and additional card authentication requirements or terminate the Company’s ability to process payments. Measures the Company implements to reduce fraud may not be effective and may add friction to the subscription or payment process. The loss of the Company’s ability to process payments via any major payment method would adversely affect its business and results of operations.
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.
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. 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. 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. NAR would then be able to operate a Realtor.com® website, either by itself or with another third party.
Labor Disputes May Have an Adverse Effect on the Company’s Business.
In some of the Company’s businesses, it engages the services of employees who are subject to collective bargaining agreements. The Company has experienced, and may in the future experience, labor unrest, including strikes or work slowdowns, in connection with the negotiation of collective bargaining agreements. 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.
2026: Risks Relating to the Company’s Businesses and Operations — exact passage unavailable; open filing
2025: Risks Relating to the Company’s Businesses and Operations — exact passage unavailable; open filing
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