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Stockholders' Equity | 12 Months Ended
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Jun. 30, 2024
Equity [Abstract] |
Stockholders' Equity | STOCKHOLDERS’ EQUITY Common Stock and Preferred Stock The Company has two classes of common stock that are authorized and outstanding: Class A Common Stock and Class B Common Stock. As a general matter, holders of Class B Common Stock are entitled to one vote per share on all matters on which stockholders have the right to vote, including director elections. Holders of Class A Common Stock are entitled to vote only in the limited circumstances set forth in the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”). As of June 30, 2024, there were approximately 14,100 holders of record of shares of Class A Common Stock and approximately 3,000 holders of record of shares of Class B Common Stock. In the event of a liqui dation or dissolution or winding up of the Company, after distribution in full of the preferential and/or other amounts to be distributed to the holders of shares of any outstanding series of preferred stock or series common stock, holders of Class A Common Stock and Class B Common Stock, to the extent fixed by the Board of Directors (the “Board”) with respect thereto, are entitled to receive all of the remaining assets of the Company available for distribution to its stockholders, ratably in proportion to the number of shares held by Class A Common Stock holders and Class B Common Stock holders, respectively. In the event of any merger or consolidation with or into another entity, the holders of Class A Common Stock and the holders of Class B Common Stock generally are entitled to receive substantially identical per share consideration. Under the Certificate of Incorporation, the Board is authorized to issue shares of preferred stock or common stock at any time, without stockholder approval, and to determine all the terms of those shares, including the following: (i) the voting rights, if any, except that the issuance of preferred stock or series common stock which entitles holders thereof to more than one vote per share requires the affirmative vote of the holders of a majority of the combined voting power of the then outstanding shares of the Company’s capital stock entitled to vote generally in the election of directors; (ii) the dividend rate and preferences, if any, which that preferred stock or common stock will have compared to any other class; and (iii) the redemption and liquidation rights and preferences, if any, which that preferred stock or common stock will have compared to any other class. Any decision by the Board to issue preferred stock or common stock must, however, be taken in accordance with the Board’s fiduciary duty to act in the best interests of the Company’s stockholders. The Company is authorized to issue 35,000,000 shares of preferred stock, par value $0.01 per share and 35,000,000 shares of series common stock, par value $0.01 per share. The Board has the authority, without any further vote or action by the stockholders, to issue preferred stock and series common stock in one or more series and to fix the number of shares, designations, relative rights (including voting rights), preferences, qualifications and limitations of such series to the full extent permitted by Delaware law. Stock Repurchase Program The Company’s Board has authorized a stock repurchase program under which the Company can repurchase $7 billion of Class A Common Stock and Class B Common Stock. The program has no time limit and may be modified, suspended or discontinued at any time. As of June 30, 2024, the Company’s remaining stock repurchase authorization was approximately $1.4 billion. Fiscal 2023 and 2024 In connection with the stock repurchase program, the Company entered into an accelerated share repurchase (“ASR”) agreement in February 2023 under which the Company paid a third-party financial institution $1 billion and received an initial delivery of approximately 22.5 million shares of Class A Common Stock, representing 80% of the shares expected to be repurchased under the ASR agreement, at a price of $35.54 per share, which was the Nasdaq Global Select Market (“Nasdaq”) closing share price of the Class A Common Stock on February 8, 2023. Upon settlement of the ASR agreement in August 2023, the Company received a final delivery of approximately 7.8 million shares of Class A Common Stock. The final number of shares purchased under the ASR agreement was determined using a price of $33.03 per share (the volume-weighted average market price of the Class A Common Stock on the Nasdaq during the term of the ASR agreement less a discount). The Company accounted for the ASR agreement as two s eparate transactions. The initial delivery of Class A Common Stock was accounted for as a treasury stock transaction recorded on the acquisition date. The final settlement of Class A Common Stock was accounted for as a forward contract indexed to the Class A Common Stock and qualified as an equity transaction. In addition to the shares purchased under the ASR agreement, the Company repurchased shares of Class A Common Stock and Class B Common Stock in the open market during fiscal 2024, 2023 and 2022. Repurchased sh ares are retired and reduce the number of shares issued and outstanding. The Company allocates the amount of the repurchase price over par value between additional paid-in capital and retained earnings. The foll owing table summarizes the Company’s repurchases of its Class A Common Stock and Class B Common Stock:
| For the years ended June 30,
| 2024 |  | 2023 |  | 2022
| (in millions)
Total cost of repurchases(a) | $ | 1,000 |  |  | $ | 2,000 |  |  | $ | 1,000 |
Total number of shares repurchased | 40 |  |  | 54 |  |  | 27 |
(a) | These amounts exclude any fees, commissions, excise taxes or other costs associated with the share repurchases.
Stockholders Agreement The Company announced on November 6, 2019 that it had entered into a stockholders agreement with the Murdoch Family Trust pursuant to which the Company and the Murdoch Family Trust have agreed not to take actions that would result in the Murdoch Family Trust and Murdoch family members together owning more than 44% of the outstanding voting power of the shares of Class B Common Stock or would increase the Murdoch Family Trust’s voting power by more than 1.75% in any rolling twelve-month period. The Murdoch Family Trust would forfeit votes to the extent necessary to ensure that the Murdoch Family Trust and the Murdoch family collectively do not exceed 44% of the outstanding voting power of the Class B shares, except where a Murdoch family member votes their own shares differently from the Murdoch Family Trust on any matter. 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:
| For the years ended June 30,
| 2024 |  | 2023 |  | 2022
Cash dividend per share | $ | 0.52 |  |  | $ | 0.50 |  |  | $ | 0.48 |
Comprehensive Income Comprehensive income is reported in the Statements of Comprehensive Income and consists of Net income and Other comprehensive income, including benefit plan adjustments, which affect stockholders’ equity, and under GAAP, are excluded from Net income. The following tables summarize the activity within Other comprehensive income:
| For the year ended June 30, 2024
| Before tax |  | Tax benefit (provision) |  | Net of tax
| (in millions)
Benefit plan adjustments and other |  |  |  |  |
Unrealized gains | $ | 47 |  |  | $ | (11) |  |  | $ | 36 |
Reclassifications realized in net income(a) | 8 |  |  | (2) |  |  | 6 |
Other comprehensive income | $ | 55 |  |  | $ | (13) |  |  | $ | 42 |
| For the year ended June 30, 2023
| Before tax |  | Tax benefit (provision) |  | Net of tax
| (in millions)
Benefit plan, cumulative translation adjustments and other |  |  |  |  |
Unrealized gains | $ | 79 |  |  | $ | (19) |  |  | $ | 60 |
Reclassifications realized in net income(a) | 19 |  |  | (5) |  |  | 14 |
Cumulative translation adjustment | 3 |  |  | — |  |  | 3 |
Other comprehensive income | $ | 101 |  |  | $ | (24) |  |  | $ | 77 |
| For the year ended June 30, 2022
| Before tax |  | Tax benefit (provision) |  | Net of tax
| (in millions)
Benefit plan and cumulative translation adjustments |  |  |  |  |
Unrealized gains | $ | 100 |  |  | $ | (25) |  |  | $ | 75 |
Reclassifications realized in net income(a) | 32 |  |  | (8) |  |  | 24 |
Cumulative translation adjustment | (7) |  |  | — |  |  | (7) |
Other comprehensive income | $ | 125 |  |  | $ | (33) |  |  | $ | 92 |
(a) | Reclassifications of amounts related to benefit plan adjustments are included in Non-operating other, net in the Statements of Operations (See Note 15—Pension and Other Postretirement Benefits for additional information).
Accumulated other comprehensive loss The following table summarizes the components of Accumulated other comprehensive loss, net of tax:
| As of June 30,
| 2024 |  | 2023 |  | 2022
| (in millions)
Benefit plan adjustments and other | $ | (103) |  |  | $ | (145) |  |  | $ | (219) |
Cumulative translation adjustment | (4) |  |  | (4) |  |  | (7) |
Accumulated other comprehensive loss, net of tax | $ | (107) |  |  | $ | (149) |  |  | $ | (226) |

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