The New York Times Company
2020 Annual Report
Life
Needs
Truth.
To Our Shareholders,
2020 was perhaps the busiest news year in the 170-year history of The New York Times. From the pandemic and its
devastating human and economic toll to the national reckoning over race and social justice to the bitterly contested
U.S. presidential election, the past year made clear what we at The Times have long known: The need for quality,
independent journalism is as acute as ever. The Times rose to meet that need. And we did so with energy and rigor
commensurate with our mission.
Our strong business results reflect the hunger for Times journalism.
2020 was our best-ever year for subscriptions, with 2.3 million net new digital-only subscriptions added. We ended
the year with 7.5 million total subscriptions across our digital and print products — including, for the first time, more
than 5 million digital subscriptions for our core News product.
Thanks to the record-setting growth in our digital subscription business, and despite the loss of $138 million in
advertising revenue last year, we recorded a slight increase in annual operating profit.
That profit growth was largely driven by a 30 percent increase in digital subscription revenue. Our subscription
products — News, Cooking and Games (formerly Crossword) — broke all previous records for annual net additions.
We know 2020 was likely an outlier year for net subscription growth. Indeed, the news cycle will change and audiences
will fluctuate, which could mean considerable variability in net subscription additions in any given quarter; however, we
believe we remain well positioned to deliver continuous growth.
We’re more than a year into our registration-based customer journey, and we’re encouraged to see that while many
readers subscribe in moments of high news need, plenty of others do so over time as they experience the breadth and
value of Times journalism.
We achieved two key milestones in 2020: digital revenue overtook print, and digital subscription revenue, which
has long been our fastest-growing revenue stream, became our largest. Together, those accomplishments, plus our best
year on record for subscriptions, mark the end of the first decade of our strategic transformation to a digital-first,
subscription-first company.
They also mark the beginning of our next decade. The Times sold its first digital subscription 10 years ago. Since then, we’ve
been focused on proving out our strategy of journalism worth paying for through direct-to-consumer digital subscriptions.
This new decade will be about scaling that idea.
To do that, we’re investing in the large long-term opportunity at a moment when habits are up for grabs, even if the
variability in subscription additions impacts our profitability in the near term.
In News, success will continue to rely first and most on the quality, breadth and differentiated value of our news report.
So, in the coming year, we’ll continue to invest in our 1,700-strong newsroom to ensure we play a leading role in covering
the biggest stories of our time.
2020 annual report
We believe we are just at the beginning of unlocking all that digital news can be and do in people’s lives. And to tap
that growth potential, we will also continue adding digital product talent, whose work will make our journalism more
accessible, engaging and impactful.
While our product progress is increasingly evident to consumers — who see an improved experience for up-to-the-
minute coverage, expanded use of visual and data journalism and new story formats — we still have plenty of work
to do to ensure that our underlying technology architecture, strategy and culture match our growing ambitions.
We see even bigger market opportunities for Games and Cooking, and we expect to invest more in content, product
development and marketing in these products than we have in previous years.
We’re also thinking hard about expanding our subscription product portfolio. This year, we’ll test a subscription product
for Wirecutter, and experiment more aggressively with Audm, the read-aloud audio subscription service we acquired in
mid-2020. We see all of those products as a way for The Times to mean even more in people’s lives, and also to make a
relationship with The New York Times brand more valuable.
External factors will continue to influence our subscription growth. But with every passing quarter, we believe there
is also more in our control — from an improving understanding of consumers, to pricing power, to more disciplined
management of costs in our legacy business — and we will continue to invest in our long-term growth.
Key to scaling our business will be improving our culture as a company. One of The Times’s defining qualities has been
our willingness to look hard at ourselves and identify ways to do better. In a year in which issues around diversity, equity
and inclusion have been powerfully brought to the fore, we’re instituting changes at The Times that will make it a better
place to work for all, and will lead to making our business and company stronger.
Since this is our first letter to you in our new roles, we want to close with a personal note of thanks. The need for quality,
independent journalism is only growing, and with your support and loyalty, we will continue to meet that need, and mean
more to millions more people.
Thank you for helping make our work and our mission possible.
Meredith Kopit Levien
President and C.E.O.
A.G. Sulzberger
Chairman
March 19, 2021
2020 annual report
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
☑ Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 27, 2020
☐ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from ___ to ___
Commission file number 1-5837
THE NEW YORK TIMES COMPANY
(Exact name of registrant as specified in its charter)
New York
(State or other jurisdiction of
incorporation or organization)
13-1102020
(I.R.S. Employer
Identification No.)
620 Eighth Avenue, New York, New York 10018
(Address and zip code of principal executive offices)
Registrant’s telephone number, including area code: (212) 556-1234
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Class A Common Stock of $.10 par value
Trading Symbol(s)
NYT
Name of each exchange on which registered
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: Not Applicable
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ☑ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Exchange Act. Yes ☐ No ☑
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be
submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the
registrant was required to submit such files). Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a
smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated
filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated Filer
Non-accelerated filer
☑
☐
Accelerated filer
Smaller reporting company
Emerging growth company
☐
☐
☐
If an emerging growth company, indicate by the check mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial accounting standards provided pursuant to section 13(a) of
the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of
the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.
7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes ☐ No ☑
The aggregate worldwide market value of Class A Common Stock held by non-affiliates, based on the closing price on
June 26, 2020, the last business day of the registrant’s most recently completed second quarter, as reported on the New York
Stock Exchange, was approximately $6.8 billion. As of such date, non-affiliates held 55,849 shares of Class B Common Stock.
There is no active market for such stock.
The number of outstanding shares of each class of the registrant’s common stock as of February 19, 2021 (exclusive of
treasury shares), was as follows: 166,656,827 shares of Class A Common Stock and 781,724 shares of Class B Common Stock.
Documents incorporated by reference
Portions of the Proxy Statement relating to the registrant’s 2021 Annual Meeting of Stockholders, to be held on
April 28, 2021, are incorporated by reference into Part III of this report.
INDEX TO THE NEW YORK TIMES COMPANY 2020 ANNUAL REPORT ON FORM 10-K
ITEM NO.
PART I
Forward-Looking Statements
Business
1
Overview
Products
Subscriptions and Audience
Advertising
Competition
Other Businesses
Print Production and Distribution
Raw Materials
Human Capital
Available Information
1A Risk Factors
1B Unresolved Staff Comments
2
3
Properties
Legal Proceedings
4 Mine Safety Disclosures
Executive Officers of the Registrant
PART II
5 Market for the Registrant’s Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities
Selected Financial Data
6
7 Management’s Discussion and Analysis of
Financial Condition and Results of Operations
7A Quantitative and Qualitative Disclosures About Market Risk
8
9
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
9A Controls and Procedures
9B Other Information
PART III
10 Directors, Executive Officers and Corporate Governance
11
12
Executive Compensation
Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters
13 Certain Relationships and Related Transactions, and Director Independence
14
Principal Accountant Fees and Services
PART IV
15
16
Exhibits and Financial Statement Schedules
Form 10-K Summary
Signatures
1
1
1
2
2
3
4
4
5
5
5
7
8
21
21
21
21
22
23
25
29
54
55
116
116
116
117
117
117
118
118
119
121
122
PART I
FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K, including the sections titled “Item 1A — Risk Factors” and “Item 7 —
Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains forward-looking
statements that relate to future events or our future financial performance. We may also make written and oral
forward-looking statements in our Securities and Exchange Commission (“SEC”) filings and otherwise. We have
tried, where possible, to identify such statements by using words such as “believe,” “expect,” “intend,” “estimate,”
“anticipate,” “will,” “could,” “project,” “plan” and similar expressions in connection with any discussion of future
operating or financial performance. Any forward-looking statements are and will be based upon our then-current
expectations, estimates and assumptions regarding future events and are applicable only as of the dates of such
statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of
new information, future events or otherwise.
By their nature, forward-looking statements are subject to risks and uncertainties that could cause actual results
to differ materially from those anticipated in any such statements. You should bear this in mind as you consider
forward-looking statements. Factors that we think could, individually or in the aggregate, cause our actual results to
differ materially from expected and historical results include those described in “Item 1A — Risk Factors” below, as
well as other risks and factors identified from time to time in our SEC filings.
ITEM 1. BUSINESS
OVERVIEW
The New York Times Company (the “Company”) was incorporated on August 26, 1896, under the laws of the
State of New York. The Company and its consolidated subsidiaries are referred to collectively in this Annual Report
on Form 10-K as “we,” “our” and “us.”
We are a global media organization focused on creating, collecting and distributing high-quality news and
information. Our continued commitment to premium content and journalistic excellence makes The New York Times
brand a trusted source of news and information for readers and viewers across various platforms. The quality of our
coverage has been widely recognized with many industry and peer accolades, including 130 Pulitzer Prizes and
citations, more than any other news organization.
The Company includes our digital and print products and related businesses. We have one reportable segment
with businesses that include:
• our core news product, The New York Times (“The Times”), which is available on our mobile applications,
on our website (NYTimes.com) and as a printed newspaper, and associated content such as our podcasts;
• our other interest-specific products, including Games (previously Crossword), Cooking and Audm (our read-
aloud audio service), which are available on mobile applications and websites, and Wirecutter, our online
review and recommendation product; and
• our related businesses, such as our licensing operations; our creative services associated with our branded
content studio; our commercial printing operations; our live events business; and other products and services
under The Times brand.
We generate revenues principally from subscriptions and advertising. Subscription revenues consist of
revenues from subscriptions to our digital and print products (which include our news product, as well as our
Games, Cooking and Audm products) and single-copy and bulk sales of our print products. Advertising revenue is
derived from the sale of our advertising products and services. Revenue information for the Company appears under
“Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
We believe that the significant growth in subscriptions to our products demonstrates the success of our
“subscription-first” strategy and the willingness of our readers to pay for high-quality journalism. We had
approximately 7.5 million paid subscriptions to our products as of December 27, 2020, more than at any point in our
history.
THE NEW YORK TIMES COMPANY – P. 1
During 2020, we continued to make significant investments in our journalism and our digital products, while
taking further steps to position our organization to operate effectively in a digital environment. The Times continued
to break stories, produce investigative reports and help our audience understand a wide range of topics, including the
Covid-19 pandemic and its many reverberations, a national reckoning over race and social justice, and the U.S.
presidential election and its aftermath. We made significant investments in our newsroom, including capabilities in
live, visual and data journalism, and in audio, including our highly popular news podcast, The Daily, which was
downloaded 1.25 billion times in 2020. In addition, we acquired Serial Productions, the company that produces the
groundbreaking “Serial” podcast, and Audm, which transforms long-form journalism into audio. In addition, we
continue to innovate digital advertising solutions, including our first-party data products, which allow the Company
to leverage its large and coveted audiences in privacy-forward ways.
Our business was affected in 2020 and may be further affected by the conditions, including significant economic
disruption, market volatility and uncertainty, caused by the global coronavirus (Covid-19) pandemic and attempts to
contain it. See “Item 1A — Risk Factors” and “Item 7 — Management’s Discussion and Analysis of Financial
Condition and Results of Operations” for more information.
PRODUCTS
The Company’s principal business consists of distributing content generated by The Times newsroom through
our digital and print platforms. In addition, we distribute selected content on third-party platforms.
Since 2011, we have charged consumers for content provided on our core news website (NYTimes.com) and
mobile applications. Digital subscriptions can be purchased individually or through group corporate or group
education subscriptions. Our access model generally offers users who have registered free access to a limited number
of articles before requiring users to subscribe for access to additional content. We have made the choice at times to
suspend limits on registered users' free access to particularly important coverage.
In addition to subscriptions to our digital news product, we offer standalone subscriptions to our Games,
Cooking and Audm products. (In the first quarter of 2020, we acquired a company that transforms journalism articles
into audio that is made available in a subscription-based product named “Audm.”) Certain digital news subscription
packages include access to our Games and Cooking products.
Our products also include podcasts, which are distributed both on our digital platforms and on third-party
platforms. We generate advertising and licensing revenue from this content, but do not charge users for access.
The Times’s print edition newspaper, published seven days a week in the United States, commenced
publication in 1851. The Times also has an international edition that is tailored for global audiences. First published in
2013, the international edition succeeded the International Herald Tribune, a leading daily newspaper that
commenced publishing in Paris in 1887. Our print newspapers are sold in the United States and around the world
through individual home-delivery subscriptions, bulk subscriptions (primarily by schools and hotels) and single-copy
sales. Print home-delivery subscribers are entitled to receive free access to some of our digital products.
SUBSCRIPTIONS AND AUDIENCE
Our content reaches a broad audience through both digital and print platforms. As of December 27, 2020, we
had approximately 7,523,000 paid subscriptions across 232 countries and territories to our digital and print products.
Paid digital-only subscriptions totaled approximately 6,690,000 as of December 27, 2020, an increase of
approximately 52% compared with December 29, 2019. This amount includes standalone paid subscriptions to our
Games, Cooking and Audm products, which totaled approximately 840,000, 726,000 and 34,000, respectively, as of
December 27, 2020. International digital-only news subscriptions represented approximately 18% of our digital-only
news subscriptions as of December 27, 2020.
The number of paid digital-only subscriptions also includes estimated group corporate and group education
subscriptions (which collectively represent approximately 4% of total paid digital subscriptions to our news
products). The number of paid group subscriptions is derived using the value of the relevant contract and a
discounted subscription rate. The actual number of users who have access to our products through group
subscriptions is substantially higher.
P. 2 – THE NEW YORK TIMES COMPANY
In the United States, The Times had the largest daily and Sunday print circulation of all seven-day newspapers
for the six-month period ended September 30, 2020, according to data collected by the Alliance for Audited Media
(“AAM”), an independent agency that audits circulation of most U.S. newspapers and magazines.
For the fiscal year ended December 27, 2020, The Times’s average print circulation (which includes paid and
qualified circulation of the newspaper in print) was approximately 374,000 for weekday (Monday to Friday) and
854,000 for Sunday. (Under AAM’s reporting guidance, qualified circulation represents copies available for individual
consumers that are either non-paid or paid by someone other than the individual, such as copies delivered to schools
and colleges and copies purchased by businesses for free distribution.)
Average circulation for the international edition of our newspaper (which includes paid circulation of the
newspaper in print and electronic replica editions) for the fiscal years ended December 27, 2020, and December 29,
2019, was approximately 105,000 (estimated) and 164,000, respectively. These figures follow the guidance of Office de
Justification de la Diffusion, an agency based in Paris and a member of the International Federation of Audit Bureaux
of Circulations that audits the circulation of most newspapers and magazines in France. For 2020, this guidance
excludes data from March through June 2020 in the calculation of annual average. The final 2020 figure will not be
available until April 2021.
According to comScore Media Metrix, an online audience measurement service, in 2020, NYTimes.com had a
monthly average of approximately 118 million unique visitors in the United States on either desktop/laptop
computers or mobile devices. Globally, including the United States, NYTimes.com had a monthly average of
approximately 166 million unique visitors on either desktop/laptop computers or mobile devices, according to
internal data estimates.
ADVERTISING
We have a comprehensive portfolio of advertising products and services. Advertising revenue is principally
from advertisers (such as technology, financial and luxury goods companies) promoting products, services or brands
on digital platforms in the form of display ads, audio and video, and in print, in the form of column-inch ads.
The majority of our advertising revenue is derived from offerings sold directly to marketers by our advertising
sales teams. A smaller proportion of our total advertising revenues is generated through programmatic auctions run
by third-party advertising exchanges.
Digital advertising includes our core digital advertising business and other digital advertising. Our core digital
advertising includes direct-sold website, mobile application, podcast, email and video advertisements. Other digital
advertising includes advertising revenues generated by open-market programmatic advertising; creative services;
Wirecutter, our review and recommendation product; and classified advertising. In 2020, digital advertising
represented approximately 58% of our advertising revenues.
Print advertising includes revenue from column-inch ads and classified advertising, including line-ads as well
as preprinted advertising, also known as freestanding inserts. Column-inch ads are priced according to established
rates, with premiums for color and positioning, and classified advertising is paid for on a per-line basis. The Times
newspaper had the largest market share in 2020 in print advertising among a national newspaper set that consists of
USA Today, The Wall Street Journal and The Times, according to MediaRadar, an independent agency that measures
advertising sales volume. In 2020, print advertising represented approximately 42% of our advertising revenues.
Our business is affected in part by seasonal patterns in advertising, with generally higher advertising volume in
the fourth quarter due to holiday advertising.
THE NEW YORK TIMES COMPANY – P. 3
COMPETITION
Our digital and print products compete for subscriptions and advertising with other media in their respective
markets. Competition for subscription revenue and audience is generally based upon content breadth, depth,
originality, quality and timeliness; product experience; format; price and access model; visibility on search engines
and social media platforms and in mobile app stores; and service, while competition for advertising is generally based
upon audience levels and demographics, advertising rates, service, targeting capabilities, advertising results and
breadth of advertising offerings.
As our industry continues to shift from print to digital media, our products face competition for audience,
subscriptions and advertising from a wide variety of digital media (many of which are free to users), including news
and other information websites and mobile applications, news aggregators, sites that cover niche content, social
media platforms, podcast distributors, and other forms of media. In addition, we compete for advertising on digital
advertising networks and exchanges with real-time bidding and other programmatic buying channels.
Our digital news product most directly competes for audience, subscriptions and advertising with other U.S.
and global news and information websites, mobile applications and digital products, including The Washington Post,
The Wall Street Journal, CNN, BBC News, Vox, Buzzfeed, NPR, The Guardian and Financial Times. Our digital news
product also competes with customized news feeds, news aggregators and social media products by companies such
as Apple, Google, Facebook and Twitter. Our audio journalism competes for audience and advertising with content
from Spotify, NPR and others, and for audience with content in Apple’s products.
Our print newspaper competes for subscriptions and advertising primarily with the print editions of national
newspapers such as The Washington Post and The Wall Street Journal; newspapers of general circulation in New
York City and its suburbs; other daily and weekly newspapers in markets in which The Times is circulated; and some
national news and lifestyle magazines. The international edition of our newspaper competes with international
sources of English-language news, including the Financial Times, Time, Bloomberg Business Week and The
Economist, as well as pan-regional publications.
OTHER BUSINESSES
We also derive revenue from other businesses, which primarily include:
• The Company’s licensing of our intellectual property. Our licensing division transmits articles, graphics and
photographs from The Times and other publications to over 1,500 clients, including newspapers, magazines
and websites in 100 countries and territories worldwide. The licensing division also handles digital archive
distribution, which licenses electronic databases to resellers in the business, professional and library markets;
magazine licensing; news digests; book development and rights and permissions. In addition, the Company
licenses select content to third-party digital platforms for access by their users. Finally, the Company licenses
content for use in, and collaborates with third parties in the development and production of, television and
films;
• Wirecutter, a review and recommendation product that serves as a guide to technology gear, home products
and other consumer goods. This product generates affiliate referral revenue (revenue generated by offering
direct links to merchants in exchange for a portion of the sale price upon completion of a transaction);
• The Company’s commercial printing operations, which utilize excess capacity at our College Point facility to
print and distribute products for third parties; and
• The Company’s live events business, which hosts physical and virtual live events to connect audiences with
our journalists and outside thought leaders, and is monetized through sponsorship and advertising.
P. 4 – THE NEW YORK TIMES COMPANY
PRINT PRODUCTION AND DISTRIBUTION
The Times is currently printed at our production and distribution facility in College Point, N.Y., as well as
under contract at 24 remote print sites across the United States. We also utilize excess capacity at our College Point
facility for commercial printing and distribution for third parties. The Times is delivered to newsstands and retail
outlets in the New York metropolitan area through a combination of third-party wholesalers and our own drivers. In
other markets in the United States and Canada, The Times is delivered through agreements with other newspapers
and third-party delivery agents.
The international edition of The Times is printed under contract at 26 sites throughout the world and is sold in
over 130 countries and territories. It is distributed through agreements with other newspapers and third-party
delivery agents.
RAW MATERIALS
The primary raw materials we use are newsprint and coated paper, which we purchase from a number of
North American and European producers. A significant portion of our newsprint is purchased from Resolute FP US
Inc., a subsidiary of Resolute Forest Products Inc., a large global manufacturer of paper, market pulp and wood
products.
In 2020 and 2019, we used the following types and quantities of paper:
(In metric tons)
Newsprint(1)
Coated and Supercalendered Paper(2)
(1) Newsprint usage includes paper used for commercial printing.
2020
71,600
10,200
2019
93,300
13,200
(2) The Times uses a mix of coated and supercalendered paper for The New York Times Magazine, and coated paper for T: The New York
Times Style Magazine.
HUMAN CAPITAL
Our ability to attract, develop and maximize the contributions of world-class talent, and to create the conditions
for our people to do their best work, is vital to the continued success of our mission and business and central to our
long-term strategy. As we continue to transform the Company and foster a culture that enables our mission and
people to thrive, we are focused on building a diverse, equitable and inclusive workplace and workforce that reflects
the society that we report on; providing competitive compensation packages and otherwise incentivizing employees
in unique and attractive ways; developing and promoting talent; and supporting the health, safety and well-being of
our employees.
Diversity, Equity and Inclusion
The New York Times is driven by a simple but powerful mission: to seek the truth and help people understand
the world. The diversity of our staff helps to make our news report deeper and richer, and better able to address the
needs and experiences of our growing, global audience.
Since 2017, we have published annually a report on diversity and inclusion to provide transparency in the
composition of our workforce, and recently published a more detailed report and plan of action focused on
transforming our culture and strengthening our systems and practices for developing and supporting our workforce.
We have also taken a number of steps over the years to advance our diversity, equity and inclusion goals, including:
• Building clear, fair and intentional processes for hiring, including requirements for recruiting diverse slates of
job candidates;
• Conducting a pay equity analysis every two years to ensure that employees from traditionally under-
represented groups are not adversely impacted by pay bias, as well as regularly reviewing and benchmarking
pay against external market data;
• Continuing to invest in diversifying the pipeline of future journalists at both The Times and the broader
industry, by creating and expanding programs like The New York Times Fellowship Program, a one-year
THE NEW YORK TIMES COMPANY – P. 5
work program for up-and-coming journalists, hosting an annual Student Journalism Institute for journalists
of color, and supporting many outside organizations dedicated to increasing diversity in journalism,
technology and the media;
• Fostering an inclusive workplace through, among other things, sponsoring 11 employee resource groups for
people who share identities and interests and expanding trainings on unconscious bias and leading diverse
teams; and
• Adopting policies, processes and guidelines to promote productive, effective and respectful communications
with employees.
Talent and Development
Recognizing the critical importance of executive leadership to the success of the Company, the Board of
Directors works with senior management to ensure that effective plans are in place for both short-term and long-term
executive succession at the Company. The Board conducts annually a detailed review of the Company’s talent
strategies, leadership pipeline and succession plans for key senior leadership roles. After a deliberate succession
planning process, led by our Chairman and Publisher of The New York Times, A.G. Sulzberger, and the Presiding
Director, Brian P. McAndrews, the Board appointed Meredith Kopit Levien from within the organization to be the
Company’s President and Chief Executive Officer, effective September 2020. We also value ongoing development and
continuous learning and strive to support and provide learning opportunities to our employees to invest in their
career growth.
Compensation and Benefits
We offer a comprehensive compensation and benefits program designed to attract and maximize the
contributions of talented individuals. The goal of this program is to meet the needs of our employees, support our
strategic goals, mission and values, drive a high-performance culture, and pay competitively and equitably. In line
with our business goals, our compensation philosophy links compensation to achieving sustained high performance
and creating long-term stockholder value.
Health, Safety and Wellness
The physical and mental health, safety, well-being and work-life balance of our employees is vital to our
success. We sponsor a wellness program designed to enhance physical, financial and mental well-being for all of our
employees. During the early stages of the Covid-19 pandemic, we assembled a broad, cross-functional team to lead
and coordinate the Company’s overall response, including to support employees during an extended period of
working from home and consider how our policies and practices around remote and distributed work should evolve.
Among other things, we expanded remote work, established specialized employee engagement and feedback
initiatives, broadened benefit offerings and took early action in implementing protocols to protect the health and
safety of our employees, many of whom were reporting on the frontlines of the pandemic. In addition, we introduced
dependent care relief, an office supply reimbursement and ergonomic resources, mental health and wellness support,
and a one-off bonus to all employees other than senior-most leaders to recognize their outstanding efforts and
support them with any additional financial needs stemming from the pandemic.
Workforce Demographics
We had approximately 4,700 full-time equivalent employees as of December 27, 2020, which includes
approximately 1,700 in our newsroom.
Approximately 40% of our full-time equivalent employees were represented by unions as of December 27, 2020,
including certain employees at Wirecutter who formed a union in 2019. The following is a list of collective bargaining
agreements covering various categories of the Company’s employees and their corresponding expiration dates. As
indicated below, five collective bargaining agreements, under which approximately 30% of our full-time equivalent
employees are covered, will expire within one year and negotiations for new contracts are either ongoing or expected
to begin in the near future. We cannot predict the timing or the outcome of these negotiations.
P. 6 – THE NEW YORK TIMES COMPANY
Employee Category
NewsGuild of New York
Paperhandlers
Pressmen
Stereotypers
Voice Actors
Machinists
Mailers
Drivers
Typographers
Expiration Date
March 30, 2021
March 30, 2021
March 30, 2021
March 30, 2021
October 31, 2021
March 30, 2022
March 30, 2023
March 30, 2025
March 30, 2025
In addition, we are in the process of negotiating an initial collective bargaining agreement with certain
employees of Wirecutter.
AVAILABLE INFORMATION
We maintain a corporate website at http://www.nytco.com, and we encourage investors and other interested
persons to use it as a way of easily finding information about us. Our Annual Report on Form 10-K, Quarterly
Reports on Form 10-Q, Current Reports on Form 8-K, and all amendments to those reports, and the Proxy Statement
for our Annual Meeting of Stockholders are made available, free of charge, on this website as soon as reasonably
practicable after such reports have been filed with or furnished to the SEC. In addition, we may periodically make
announcements or disclose important information for investors on this website, including press releases or news
regarding our financial performance and other items that may be material or of interest to our investors. Therefore,
we encourage investors, the media, and others interested in our Company to review the information we post on this
website. The information contained on our corporate website is not incorporated by reference into this filing.
THE NEW YORK TIMES COMPANY – P. 7
ITEM 1A. RISK FACTORS
You should carefully consider the risk factors described below, as well as the other information included in this
Annual Report on Form 10-K. Our business, financial condition, results of operations or the price of our publicly
traded securities could be materially adversely affected by any or all of these risks, or by other risks or uncertainties
not presently known or currently deemed immaterial, that may adversely affect us in the future.
Risks Related to Our Business and Industry
The impact of the Covid-19 pandemic continues to create considerable uncertainty for our business.
The global Covid-19 pandemic and efforts to contain it have continued to cause significant volatility,
uncertainty and economic disruption. As with many companies, the pandemic has disrupted our business and could
continue to do so for the foreseeable future.
We derive substantial revenues from the sale of advertising (approximately 22% of our total revenues in 2020).
Advertising spending is sensitive to overall economic conditions, and our advertising revenues are adversely affected
if advertisers respond to weak and uneven economic conditions by reducing their budgets or shifting spending
patterns or priorities, or if they are forced to consolidate or cease operations. The worldwide economic conditions
caused by the Covid-19 pandemic have materially adversely affected our advertising revenues. We expect our
advertising revenues will likely continue to be adversely affected if and while these conditions persist, and some of
our advertising revenues may not return to pre-pandemic levels once economic conditions improve. Likewise, the
pandemic and attempts to contain it have resulted in the postponement and cancellation of live events, which has
adversely affected our revenues from live events and related services, and will continue to adversely affect these
revenues to the extent these conditions persist.
We derive the majority of our revenues from the sale of subscriptions (approximately 67% of our total revenues
in 2020). Although we experienced significant growth in the number of subscriptions to our digital news and other
products in 2020, we believe this growth rate was driven in part by an increase in traffic given the news environment,
and we do not expect the 2020 growth rate to be sustainable or indicative of results for future periods. In addition, the
recent growth may reflect in part changes in how our users spend their time during the pandemic and/or the shifting
forward of growth that we would have otherwise seen in subsequent periods. Accordingly, the rate of growth in our
digital subscriptions may moderate due to slower acquisition and/or higher cancellations. Furthermore, to the extent
that current or future economic conditions lead consumers to reduce spending on discretionary activities, subscribers
may increasingly shift to lower-priced subscription options or may forgo subscriptions altogether. In light of these
factors, our ability to obtain new subscribers or to retain subscribers at their current or higher pricing levels could be
hindered, reducing our subscription revenue. In addition, revenues from the single-copy and bulk sales of our print
newspaper (which include our international edition and collectively represented approximately 6% of our total
subscription revenues in 2020) have been, and we expect will continue to be, adversely affected as a result of
widespread business closures, continued increased levels of remote working and reductions in travel.
In response to public health recommendations, government mandates and other concerns, we have altered
certain aspects of our operations, including having the vast majority of our workforce work remotely. An extended
period of remote work arrangements could introduce operational risk (including cybersecurity risk), result in a
decline in productivity or otherwise negatively affect our ability to manage the business. In addition, if a significant
portion of our workforce is unable to work, including because of illness, travel or government restrictions in
connection with Covid-19 or shortages of necessary personal protective equipment, our operations may be negatively
impacted. We will continue to actively monitor the issues raised by the Covid-19 pandemic and may take further
actions that alter our business operations as may be required or that we determine are appropriate. We have incurred
and expect to continue to incur costs in connection with the pandemic, including costs relating to our workforce, such
as enhanced employee benefits. These costs have not been significant to date, but we may incur significant additional
costs as circumstances evolve, including in connection with potential operational changes. It is not clear what the
potential effects any such alterations or modifications may have on our business, including the effects on our financial
results.
The Times newspaper is printed at our production and distribution facility in College Point, N.Y., as well as
under contract at remote print sites. If a significant percentage of our College Point employees were unable to work as
P. 8 – THE NEW YORK TIMES COMPANY
a result of the pandemic, our ability to print and distribute the newspaper and other commercial print products in the
New York area could be negatively affected. To the extent our newsprint suppliers or print and distribution partners
are further affected by renewed government “stay-at-home” mandates or recommendations, financial pressures, labor
shortages or other circumstances relating to Covid-19 that lead to reduced operations or consolidations or closures of
print sites and/or distribution routes, this could lead to an increase in costs to print and distribute our newspapers
and/or a decrease in revenues if printing and distribution are disrupted. As a result of the pandemic’s effects, some of
our print and distribution partners have taken steps to reduce the frequency with which newspapers are printed and
distributed, which may not be reversed even once economic conditions improve, and additional partners may take
similar steps. It is possible that the frequency with which newspapers are printed and distributed by our partners
may affect the frequency with which we are able to print and distribute our newspaper, and significant disruptions to
operations at our College Point production and distribution facility or at our newsprint suppliers or print and
distribution partners could adversely affect our operating results.
It is also possible that the Covid-19 pandemic may accelerate or worsen the other risks discussed below. The
extent to which the pandemic impacts us will depend on numerous evolving factors and future developments that we
are not able to predict, including the scope and duration of the pandemic (including the extent of any resurgences
thereof and the availability of effective treatments or vaccines); the impact of the pandemic on economic conditions
and the companies with which we do business; governmental, business and other actions; travel restrictions and
social distancing measures, among many other factors.
We face significant competition in all aspects of our business.
We operate in a highly competitive environment. We compete for subscription and advertising revenue with
both traditional and other content providers, as well as news aggregators, search engines and social media platforms.
Competition among these companies is robust, and new competitors can quickly emerge.
Our ability to compete effectively depends on many factors both within and beyond our control, including
among others:
• our ability to continue delivering a breadth of high-quality journalism and content that is interesting and
relevant to our audience;
• our reputation and brand strength relative to those of our competitors;
• the popularity, usefulness, ease of use, performance, reliability and value of our digital products, compared
with those of our competitors;
• the sustained engagement of our audience directly with our products;
• our ability to reach new users in the United States and abroad;
• our ability to develop, maintain and monetize our products;
• the pricing of our products and our content access model;
• our marketing and selling efforts, including our ability to differentiate our products and services from those
of our competitors;
• our visibility on search engines and social media platforms and in mobile app stores, compared with that of
our competitors;
• our ability to attract, retain, and motivate talented employees, including journalists, engineers, data scientists
and product managers;
• our ability to provide advertisers with a compelling return on their investments; and
• our ability to manage and grow our business in a cost-effective manner.
Some of our current and potential competitors may have greater resources than we do, which may allow them
to compete more effectively than us. In addition, several of the companies that have competing digital news
destination and subscription products, such as Apple and Google, also control some of the primary environments in
which we develop relationships with new users and market and sell subscriptions to our products, and therefore can
affect our ability to compete effectively. Some of these companies encourage their large audiences to consume our
content within their products, impacting our ability to attract, engage and monetize users directly.
THE NEW YORK TIMES COMPANY – P. 9
Our success depends on our ability to improve and scale our technical infrastructure and respond and adapt to
changes in technology and consumer behavior.
Our ability to attract and retain our users is dependent upon the reliable performance and increasing
capabilities of our products and our underlying technical infrastructure. As we invest in our array of products and
our digital business grows in size, scope and complexity, we must continue to invest in maintaining, integrating,
improving and scaling our technical infrastructure. Our failure to do so, or any significant disruption in our service,
could damage our reputation, result in a potential loss or ineffective monetization of users, and adversely affect our
financial results.
These efforts are further complicated by the continuing rapid evolution of technology in the media industry
and changes in the preferences and expectations of consumers as they seek more control over how they consume
content. Changes in technology and consumer behavior pose a number of challenges that could adversely affect our
revenues and competitive position. For example, among others:
• we may be unable to maintain or update our technology infrastructure quickly enough and in a way that
meets market and consumer demands;
• we may be unable to develop digital products consumers find engaging and that achieve a high level of
market acceptance;
• we may introduce new products or services, or make changes to existing products and services, that are not
received favorably by consumers;
• there may be changes in user sentiment about the quality or usefulness of our existing products or concerns
related to privacy, security or other factors;
• we may fail to successfully manage changes implemented by social media platforms, search engines, news
aggregators, mobile app stores and device manufacturers, including those that encourage user engagement
with our content in their environments rather than directing users to our products, and those affecting how
our content and applications are discovered, prioritized, displayed and monetized;
• consumers may increasingly use technology (such as incognito browsing) that decreases our ability to enforce
limits on the free access we provide to our content and/or obtain useful information with respect to the
behavior of users who engage with our products; and
• the consumption of our content on delivery platforms of third parties may lead to limitations on monetization
of our products, the loss of control over distribution of our content and of a direct relationship with our
audience, and lower engagement and subscription rates.
We continue to invest significant resources to mitigate these potential risks and to build, maintain and evolve
our products and technology infrastructure. These investments may adversely impact our operating results in the
near term and there can be no assurance as to our ability to use new and existing technologies to distinguish our
products and services from those of our competitors, develop in a timely manner compelling new products and
services that engage users, or sufficiently improve and scale our technical infrastructure and prevent disruptions in
our service. If we are not successful in adapting our technical infrastructure and responding to changes in technology
and consumer behavior, our business, financial condition and prospects may be adversely affected.
A failure to continue to retain and grow our subscriber base could adversely affect our results of operations and
business.
Revenue from subscriptions to our digital and print products makes up a majority of our total revenue.
Subscriptions to our digital products generate substantial revenue for us, and our future growth and profitability
depend upon our ability to retain and grow our digital subscriber base and audience in the U.S. and abroad while
maintaining attractive unit economics. To do so will require us to continue to evolve our subscription model, address
changing consumer demands and developments in technology, and improve our digital products while continuing to
deliver high-quality journalism and content that our readers around the world find interesting, relevant and reliable.
We have invested and will continue to invest significant resources in these efforts, but there is no assurance that we
will be able to successfully maintain and increase our digital subscriber base or that we will be able to do so without
taking steps such as maintaining or reducing pricing or incurring subscription acquisition costs that would affect our
subscription revenues, margin and/or profitability.
P. 10 – THE NEW YORK TIMES COMPANY
We must continually add new subscriptions both to replace canceled subscriptions and to grow our business.
The rate at which we add new subscribers depends on many factors, including significant news events, promotional
pricing and/or our marketing expenditures and effectiveness (which may be affected by industry changes such as the
phase-out of browser support for third party cookies and of mobile operating systems for advertising identifiers), and
may not be sustainable. Subscribers cancel their subscriptions for many reasons, including the end of promotional
pricing or in response to increases or other adjustments we may implement from time to time in our subscription
pricing. If we do not grow subscriptions on a net basis as expected, our margins, liquidity and results of operation
may be adversely impacted.
Expanding our audience and subscription base outside of the United States is part of our strategy and the
growth of our business could be harmed if our expansion efforts do not succeed. Although we have a significant
number of users outside of the United States, we are a U.S.-based company with limited experience in marketing our
digital products in certain international regions and could be at a disadvantage compared with local and
multinational competitors. Our continued expansion will depend on our ability to adapt, on a cost-effective basis, our
content, products, pricing and marketing for global audiences, including differences in content preferences; product-
feature preferences; culture; language; and market dynamics such as user behavior, spending capability and payment
processing systems. Our success will also depend on our ability to successfully manage changes implemented by
search engines that affect the visibility of our content. In addition, non-U.S. users are not as familiar with our brand
and may not perceive us as relevant or trustworthy.
Our ability to retain and grow our digital subscriber base also depends on the sustained engagement of users
directly with our products, including the frequency, breadth and depth of their use. If users become less engaged
with our products, or consume our content outside our products, they may be less likely to purchase subscriptions or
renew their existing subscriptions, which would adversely affect our subscription revenues. In addition, we have
implemented and may continue to implement changes in the free access we provide to our content and/or the pricing
of our subscriptions that could have an adverse impact on our ability to attract and retain our audience and
subscription base.
Print subscriptions continue to decline as the media industry has transitioned from being primarily print-
focused to digital. If we are unable to offset continued revenue declines resulting from falling print subscriptions with
revenue from home-delivery price increases, our print subscription revenue will be adversely affected. In addition, if
we are unable to offset and ultimately replace continued print subscription revenue declines with other sources of
revenue, our operating results will be adversely affected.
Subscription revenue may be sensitive to discretionary spending and economic conditions in the markets we
serve. To the extent economic conditions lead consumers to reduce spending on discretionary activities, our ability to
retain current and obtain new subscribers or implement price increases could be hindered, thereby reducing our
subscription revenue.
Our advertising revenues are affected by numerous factors, including economic conditions, market dynamics,
audience fragmentation, evolving digital advertising trends and the evolution of our strategy.
We derive substantial revenues from the sale of advertising in our products. Advertising spending is sensitive
to overall economic conditions, and our advertising revenues could be adversely affected if advertisers respond to
weak and uneven economic conditions by reducing their budgets or shifting spending patterns or priorities, or if they
are forced to consolidate or cease operations. The worldwide economic conditions caused by the Covid-19 pandemic
have materially adversely affected our advertising revenues. We expect our advertising revenues will likely continue
to be adversely affected if and while these conditions persist, and some of our advertising revenues may not return to
pre-pandemic levels once economic conditions improve.
In determining whether to buy advertising, our advertisers consider the demand for our products,
demographics of our reader base, advertising rates, results observed by advertisers, breadth and perceived
effectiveness of advertising offerings and alternative advertising options.
Although print advertising revenue continues to represent a significant portion of our total advertising revenue
(approximately 42% of our total advertising revenues in 2020), the overall proportion continues to decline. This trend
was further accelerated as some of our traditional print advertisers, such as entertainment, luxury and retail, have
been under particular pressure as a result of the effects of the Covid-19 pandemic and efforts to contain it, and a
further decline in the economic prospects of these and other advertisers could alter current or prospective advertisers’
THE NEW YORK TIMES COMPANY – P. 11
spending priorities or result in consolidation or closures across various industries, which may reduce the Company’s
overall advertising revenue. In addition, the increased popularity of digital media among consumers has driven a
corresponding shift in demand from print advertising to digital advertising. However, our digital advertising
revenue has not replaced, and may not replace in full, print advertising revenue lost as a result of the shift.
Large digital platforms, such as Facebook, Google and Amazon, which have greater audience reach, audience
data and targeting capabilities than we do, command a large share of the digital display advertising market, and we
anticipate that this will continue. The remaining market is subject to significant competition among publishers and
other content providers, and audience fragmentation. These dynamics have affected, and will likely continue to affect,
our ability to attract and retain advertisers and to maintain or increase our advertising rates.
The digital advertising market itself continues to undergo change. Digital advertising networks and exchanges
with real-time bidding and other programmatic buying channels that allow advertisers to buy audiences at scale play
a significant role in the advertising marketplace and have caused and may continue to cause further downward
pricing pressure and the loss of a direct relationship with marketers. Growing consumer reliance on mobile devices
creates additional pressure, as mobile display advertising does not command the same rates as desktop advertising.
Our digital advertising operations rely on a small number of significant technologies (particularly Google’s ad
manager) which, if interrupted or meaningfully changed, or if the providers leverage their power to alter the
economic structure, could have an adverse impact on our advertising revenues, operating costs and/or operating
results.
Evolving standards for the delivery of digital advertising, as well as the development and implementation of
technology, regulations, policies and practices that adversely affect our ability to deliver, target or measure the
effectiveness of advertising (such as blocking the display of advertising and/or cookies and the phase-out of browser
support for third party cookies and of mobile operating systems for advertising identifiers), may also adversely affect
our advertising revenues if we are unable to develop effective solutions to mitigate their impact.
As the digital advertising market continues to evolve, our ability to compete successfully for advertising
budgets will depend on, among other things, our ability to engage and grow digital audiences, collect and leverage
data, and demonstrate the value of our advertising and the effectiveness of our products to advertisers.
We have continued to take steps intended to improve our users’ experiences and retain and grow our
subscriber base. For example, in order to improve users’ experiences, we ceased presenting open-market
programmatic advertising in our iOS and Android mobile applications. While these changes may result in long-term
benefits for our advertising revenue, they have reduced and may further reduce the inventory for some of our digital
advertising products and may otherwise impact advertising revenues.
Our brand and reputation are key assets of the Company, and negative perceptions or publicity could adversely
affect our business, financial condition and results of operations.
We believe The New York Times brand is a powerful and trusted brand with an excellent reputation for high-
quality independent journalism and content, and this brand is a key element of our business. Our brand might be
damaged by incidents that erode consumer trust (such as negative publicity), a perception that our journalism is
unreliable or a decline in the perceived value of independent journalism or general trust in the media, which may be
in part as a result of changing political and cultural environments in the U.S. and abroad or active campaigns by
domestic and international political and commercial actors. We may introduce new products or services that users do
not like and that may negatively affect our brand. We also may fail to provide adequate customer service, which
could erode confidence in our brand. Our reputation could also be damaged by failures of third-party vendors we
rely on in many contexts. We are investing in defining and enhancing our brand. These investments are considerable
and may not be successful. To the extent our brand and reputation are damaged, our ability to attract and retain
readers, subscribers, advertisers and/or employees could be adversely affected, which could in turn have an adverse
impact on our business, revenues and operating results.
P. 12 – THE NEW YORK TIMES COMPANY
The international scope of our business exposes us to economic, geopolitical and other risks inherent in foreign
operations.
We have news bureaus and other offices around the world, and our digital and print products are generally
available globally. We are focused on further expanding the international scope of our business and face the inherent
risks associated with doing business abroad, including:
• government policies and regulations that restrict our products and operations, including censorship or other
restrictions on access to our content and products; the expulsion of journalists or other employees; or other
restrictive or retaliatory actions or behavior;
• effectively managing and staffing foreign operations, including complying with local laws and regulations in
each different jurisdiction;
• providing for the safety and security of our journalists and other employees;
• potential economic, legal, political or social uncertainty and volatility in local or global market conditions or
catastrophic events (e.g., a natural disaster, an act of terrorism, a pandemic (such as the Covid-19 pandemic),
epidemic or outbreak of a disease or severe weather) that could adversely affect the companies with which
we do business; cause changes in discretionary spending; restrict our journalists’ travel; or otherwise
adversely impact our operations and business;
• navigating local customs and practices;
• protecting and enforcing our intellectual property and other rights under varying legal regimes;
• complying with international laws and regulations, including those governing intellectual property, libel and
defamation, labor and employment, tax, consumer privacy and the collection, use, retention, sharing and
security of consumer and staff data;
• restrictions on the ability of U.S. companies to do business in foreign countries, including restrictions on
foreign ownership, foreign investment or repatriation of funds;
• higher-than-anticipated costs of entry; and
• currency exchange rate fluctuations.
Adverse developments in any of these areas could have an adverse impact on our business, financial condition
and results of operations. For example, we may incur increased costs necessary to comply with existing and newly
adopted laws and regulations or penalties for any failure to comply.
If we are unable to attract and maintain a highly skilled and diverse workforce, it could have a negative impact on
our competitive position, reputation, business, financial condition or results of operations.
Our ability to attract, develop and maximize the contributions of world-class talent, and to create the conditions
for our people to do their best work, is vital to the continued success of our mission and business and central to our
long-term strategy. Qualified individuals are in high demand, particularly journalists, engineers, data scientists and
product managers in New York City, and our employees and individuals we seek to hire are highly sought after by
our competitors and other companies. Our continued ability to attract and retain highly skilled journalists and other
personnel for all areas of our organization depends on many factors, including maintaining our reputation, as well as
a diverse and inclusive work environment. In addition, we must continue to offer competitive compensation and
benefits, and this could result in increased costs to attract, develop and retain them. We must also continue to adapt to
ever-changing workplace and workforce dynamics, including in connection with increased levels of remote working
as a result of the Covid-19 pandemic and other changes in the business and cultural landscape. Failing to adapt
effectively to these changes and employee expectations could impact our ability to compete effectively (including for
talent) or have an adverse impact on our corporate culture or operations. If we are unable to attract and maintain a
highly skilled and diverse workforce, it would negatively impact our competitive position and reputation, and could
adversely affect our business, financial condition or results of operations.
THE NEW YORK TIMES COMPANY – P. 13
Adverse results from litigation or governmental investigations can impact our business practices and operating
results.
From time to time, we are party to litigation, including matters relating to alleged libel or defamation and
employment-related matters, as well as regulatory, environmental and other proceedings with governmental
authorities and administrative agencies. See Note 18 of the Notes to the Consolidated Financial Statements regarding
certain matters. Adverse outcomes in lawsuits or investigations could result in significant monetary damages or
injunctive relief that could adversely affect our results of operations or financial condition as well as our ability to
conduct our business as it is presently being conducted. In addition, regardless of merit or outcome, such proceedings
can have an adverse impact on the Company as a result of legal costs, diversion of management and other personnel,
and other factors.
Risks Related to Investments, Acquisitions and Divestitures
Investments we make in new and existing products and services expose us to risks and challenges that could
adversely affect our operations and profitability.
We have invested and expect to continue to invest significant resources to enhance and expand our existing
products and services and to develop new products and services. These investments have included, among others:
enhancements to our core news product and our other products (including our Games, Cooking, Wirecutter and
audio products); investments in our podcasts, film and television initiatives and children’s product initiative; as well
as investments in our commercial printing and other ancillary operations. These efforts present numerous risks and
challenges, including the potential need for us to appeal to new audiences; develop additional expertise in certain
areas; technological and operational challenges; the need to effectively allocate capital resources; new and/or
increased costs (including marketing costs and costs to recruit, integrate and retain skilled employees); risks
associated with strategic relationships such as content licensing; new competitors (some of which may have more
resources and experience in certain areas); and additional legal and regulatory risks from expansion into new areas.
As a result of these and other risks and challenges, growth into new areas may divert internal resources and the
attention of our management and other personnel, including journalists and product and technology specialists.
Although we believe we have a strong and well-established reputation as a global media company, our ability
to market our products effectively, and to gain and maintain an audience, particularly for some of our new digital
products, is not certain, and if they are not favorably received, our brand may be adversely affected. Even if our new
products and services, or enhancements to existing products and services, are favorably received, they may not
advance our business strategy as expected, may result in unanticipated costs or liabilities and may fall short of
expected return on investment targets or fail to generate sufficient revenue to justify our investments, which could
adversely affect our business, results of operations and financial condition.
Acquisitions, divestitures, investments and other transactions could adversely affect our costs, revenues,
profitability and financial position.
In order to position our business to take advantage of growth opportunities, we engage in discussions, evaluate
opportunities and enter into agreements for possible acquisitions, divestitures, investments and other transactions.
We may also consider the acquisition of, or investment in, specific properties, businesses or technologies that fall
outside our traditional lines of business and diversify our portfolio, including those that may operate in new and
developing industries, if we deem such properties sufficiently attractive.
Acquisitions may involve significant risks and uncertainties, including:
• difficulties in integrating acquired businesses (including cultural challenges associated with integrating
employees from the acquired company into our organization);
• diversion of management attention from other business concerns or resources;
• use of resources that are needed in other parts of our business;
• possible dilution of our brand or harm to our reputation;
• the potential loss of key employees;
• risks associated with new strategic relationships;
P. 14 – THE NEW YORK TIMES COMPANY
• risks associated with integrating financial reporting, internal control and information technology systems;
and
• other unanticipated problems and liabilities.
Competition for certain types of acquisitions is significant. Even if successfully negotiated, closed and
integrated, certain acquisitions or investments may prove not to advance our business strategy, may cause us to incur
unanticipated costs or liabilities and may fall short of expected return on investment targets, which could adversely
affect our business, results of operations and financial condition.
In addition, we have divested and may in the future divest certain assets or businesses that no longer fit with
our strategic direction or growth targets. Divestitures involve significant risks and uncertainties that could adversely
affect our business, results of operations and financial condition. These include, among others, the inability to find
potential buyers on favorable terms, disruption to our business and/or diversion of management attention from other
business concerns, loss of key employees and possible retention of certain liabilities related to the divested business.
Finally, we have made investments in companies, and we may make similar investments in the future.
Investments in these businesses subject us to the operating and financial risks of these businesses and to the risk that
we do not have sole control over the operations of these businesses. Our investments are generally illiquid and the
absence of a market may inhibit our ability to dispose of them. In addition, if the book value of an investment were to
exceed its fair value, we would be required to recognize an impairment charge related to the investment.
Risks Related to Our Operating Costs
The fixed cost nature of significant portions of our expenses may limit our operating flexibility and could adversely
affect our results of operations.
Significant portions of our expenses, including employee-related costs, are fixed costs that neither increase nor
decrease proportionately with revenues. In addition, our ability to make short-term adjustments to manage our costs
or to make changes to our business strategy may be limited by certain of our collective bargaining agreements. If we
were unable to implement cost-control efforts or reduce our fixed costs sufficiently in response to a decline in our
revenues, our results of operations will be adversely affected.
The size and volatility of our pension plan obligations may adversely affect our operations, financial condition and
liquidity.
We sponsor a frozen single-employer defined benefit pension plan. Although we have frozen participation and
benefits under our single-employer plan and have taken other steps to reduce the size and volatility of our pension
plan obligations, our results of operations will be affected by the amount of income or expense we record for, and the
contributions we are required to make to, this plan.
In addition, the Company and the NewsGuild of New York jointly sponsor a defined benefit plan that
continues to accrue active benefits for employees represented by the NewsGuild.
We are required to make contributions to our plans to comply with minimum funding requirements imposed
by laws governing those plans. As of December 27, 2020, our qualified defined benefit pension plans had plan assets
that were approximately $36 million above the present value of future benefits obligations. Our obligation to make
additional contributions to our plans, and the timing of any such contributions, depends on a number of factors,
many of which are beyond our control. These include: legislative changes; assumptions about mortality; and
economic conditions, including a low interest rate environment or sustained volatility and disruption in the stock and
bond markets, which impact discount rates and returns on plan assets.
As a result of required contributions to our qualified pension plans, we may have less cash available for
working capital and other corporate uses, which may have an adverse impact on our results of operations, financial
condition and liquidity.
In addition, the Company sponsors several non-qualified pension plans, with unfunded obligations totaling
$260 million. Although we have frozen participation and benefits under all but one of these plans, and have taken
other steps to reduce the size and volatility of our obligations under these plans, a number of factors, including
THE NEW YORK TIMES COMPANY – P. 15
changes in discount rates or mortality tables, may have an adverse impact on our results of operations and financial
condition.
Our participation in multiemployer pension plans may subject us to liabilities that could materially adversely affect
our results of operations, financial condition and cash flows.
We participate in, and make periodic contributions to, various multiemployer pension plans that cover many of
our current and former production and delivery employees and a small number of voice actors who work on Audm,
our read-aloud audio service. Our required contributions to certain plans have increased as our commercial printing
operations have expanded. Our required contributions to these plans could increase because of a shrinking
contribution base as a result of the insolvency or withdrawal of other companies that currently contribute to these
plans, the inability or failure of withdrawing companies to pay their withdrawal liability, low interest rates, lower
than expected returns on pension fund assets, other funding deficiencies, or potential legislative action. Our
withdrawal liability for any multiemployer pension plan will depend on the nature and timing of any triggering
event and the extent of that plan’s funding of vested benefits.
If a multiemployer pension plan in which we participate has significant underfunded liabilities, such
underfunding will increase the size of our potential withdrawal liability. In addition, under federal pension law,
special funding rules apply to multiemployer pension plans that are classified as “endangered,” “critical” or “critical
and declining.” If plans in which we participate are in critical status, benefit reductions may apply and/or we could
be required to make additional contributions.
We have recorded significant withdrawal liabilities with respect to multiemployer pension plans in which we
formerly participated (primarily in connection with the sales of the New England Media Group in 2013 and the
Regional Media Group in 2012) and may record additional liabilities in the future. In addition, due to declines in our
contributions, we have recorded withdrawal liabilities for actual and estimated partial withdrawals from several
plans in which we continue to participate. Until demand letters from some of the multiemployer pension funds are
received, the exact amount of the withdrawal liability will not be fully known and, as such, a difference from the
recorded estimate could have an adverse effect on our results of operations, financial condition and cash flows.
Several of the multiemployer plans in which we participate are specific to the newspaper industry, which continues
to undergo significant pressure. A withdrawal by a significant percentage of participating employers may result in a
mass withdrawal declaration by the trustees of one or more of these plans, which would require us to record
additional withdrawal liabilities.
If, in the future, we elect to withdraw from these plans or if we trigger a partial withdrawal due to declines in
contribution base units or a partial cessation of our obligation to contribute, additional liabilities would need to be
recorded that could have an adverse effect on our business, results of operations, financial condition or cash flows.
Legislative changes could also affect our funding obligations or the amount of withdrawal liability we incur if a
withdrawal were to occur.
A significant number of our employees are unionized, and our business and results of operations could be adversely
affected if labor agreements were to further restrict our ability to maximize the efficiency of our operations.
Approximately 40% of our full-time equivalent employees were represented by unions as of December 27, 2020.
As a result, we are required to negotiate the wages, benefits and other terms and conditions of employment with
many of our employees collectively. Our results could be adversely affected if future labor negotiations or contracts
were to further restrict our ability to maximize the efficiency of our operations, or if a larger percentage of our
workforce were to be unionized. If we are unable to negotiate labor contracts on reasonable terms, or if we were to
experience labor unrest or other business interruptions in connection with labor negotiations or otherwise, our ability
to produce and deliver our products could be impaired. In addition, our ability to make adjustments to control
compensation and benefits costs, change our strategy or otherwise adapt to changing business needs may be limited
by the terms and duration of our collective bargaining agreements.
P. 16 – THE NEW YORK TIMES COMPANY
A significant increase in the price of newsprint, or significant disruptions in our newsprint supply chain or
newspaper printing and distribution channels, would have an adverse effect on our operating results.
The cost of raw materials, of which newsprint is the major component, represented approximately 3% of our
total operating costs in 2020. The price of newsprint has historically been volatile and could increase as a result of
various factors, including:
• a reduction in the number of newsprint suppliers due to restructurings, bankruptcies, consolidations and
conversions to other grades of paper;
• increases in supplier operating expenses due to rising raw material or energy costs or other factors;
• currency volatility;
• tariffs on certain paper imports from Canada into the United States; and
• an inability to maintain existing relationships with our newsprint suppliers.
We also rely on suppliers for deliveries of newsprint, and the availability of our newsprint supply may be
affected by various factors, including labor unrest, transportation issues and other disruptions that may affect
deliveries of newsprint.
Outside the New York area, The Times is printed and distributed under contracts with print and distribution
partners across the United States and internationally. To the extent that financial pressures, newspaper industry
economics or other circumstances affect our print and distribution partners and/or lead to reduced operations or
consolidations or closures of print sites and/or distribution routes, this could increase the cost of printing and
distributing our newspapers and/or decrease our revenues if printing and distribution are disrupted. As a result of
the pandemic’s effects, some of our print and distribution partners have taken steps to reduce the frequency with
which newspapers are printed and distributed, which may not be reversed even once economic conditions improve,
and additional partners may take similar steps. It is possible that the frequency with which newspapers are printed
and distributed by our partners may affect the frequency with which we are able to print and distribute our
newspaper.
If newsprint prices increase significantly or we experience significant disruptions in our newsprint supply chain
or newspaper printing and distribution channels, our operating results may be adversely affected.
Risks Related to Information Systems and Other Technology
Security breaches and other network and information systems disruptions could affect our ability to conduct our
business effectively and damage our reputation.
Our systems store and process confidential subscriber, employee and other sensitive personal and Company
data, and therefore maintaining our network security is of critical importance. In addition, we rely on the technology
and systems provided by third-party vendors (including cloud-based service providers) for a variety of operations,
including encryption and authentication technology, employee email, domain name registration, content delivery to
customers, administrative functions (including payroll processing and certain finance and accounting functions) and
other operations.
We regularly face attempts by malicious actors to breach our security and compromise our information
technology systems. These attackers may use a blend of technology and social engineering techniques (including
denial of service attacks, phishing attempts intended to induce our employees and users to disclose information or
unwittingly provide access to systems or data, and other techniques), to disrupt service or exfiltrate data. Information
security threats are constantly evolving, increasing the difficulty of detecting and successfully defending against
them. The risk from activities of this nature may also increase during times of instability, including during the
Covid-19 pandemic as online activity increases and operational changes such as remote working are in effect for the
vast majority of our workforce. To date, no incidents have had, either individually or in the aggregate, a material
adverse effect on our business, financial condition or results of operations.
In addition, our systems, and those of third parties upon which our business relies, may be vulnerable to
interruption or damage that can result from the effects of natural disasters or climate change (such as increased storm
THE NEW YORK TIMES COMPANY – P. 17
severity and flooding); fires; power, systems or internet outages; acts of terrorism; pandemics (such as Covid-19); or
other similar events.
We have implemented controls and taken other preventative measures designed to strengthen our systems
against such incidents and attacks, including measures designed to reduce the impact of a security breach at our
third-party vendors. Efforts to prevent hackers from disrupting our service or otherwise accessing our systems are
expensive to develop, implement and maintain. These efforts require ongoing monitoring and updating as
technologies change and efforts to overcome security measures become more sophisticated, and may limit the
functionality of or otherwise negatively impact our products, services and systems. Although the costs of the controls
and other measures we have taken to date have not had a material effect on our financial condition, results of
operations or liquidity, there can be no assurance as to the costs of additional controls and measures that we may
conclude are necessary in the future.
There can also be no assurance that the actions, measures and controls we have implemented will be effective
against future attacks or be sufficient to prevent a future security breach or other disruption to our network or
information systems, or those of our third-party providers, and our disaster recovery planning cannot account for all
eventualities. Such an event could result in a disruption of our services, improper disclosure of personal data or
confidential information, or theft or misuse of our intellectual property, all of which could harm our reputation,
require us to expend resources to remedy such a security breach or defend against further attacks, divert
management’s attention and resources or subject us to liability under laws that protect personal data, or otherwise
adversely affect our business. While we maintain cyber risk insurance, the costs relating to any data breach could be
substantial, and our insurance may not be sufficient to cover all losses related to any future breaches of our systems.
Failure to comply with laws and regulations, including with respect to privacy, data protection and consumer
marketing practices, could adversely affect our business.
Our business is subject to various laws and regulations of local and foreign jurisdictions, including laws and
regulations with respect to privacy and the collection and use of personal data, as well as laws and regulations with
respect to consumer marketing practices.
Various federal and state laws and regulations, as well as the laws of foreign jurisdictions, govern the
processing (including the collection, use, retention and sharing) and security of the data we receive from and about
individuals. Failure to protect confidential data, provide individuals with adequate notice of our privacy policies or
obtain required valid consent, for example, could subject us to liabilities imposed by these jurisdictions. Existing
privacy-related laws and regulations are evolving and subject to potentially differing interpretations, and various
federal and state legislative and regulatory bodies, as well as foreign legislative and regulatory bodies, may expand
current or enact new laws regarding privacy and data protection. For example, the General Data Protection
Regulation adopted by the European Union imposes stringent data protection requirements and significant penalties
for noncompliance; California’s Consumer Privacy Act and Consumer Privacy Rights Act, and associated regulations,
create new data privacy rights; and the European Union’s forthcoming ePrivacy Regulation is expected to impose,
with respect to electronic communications, stricter data protection and data processing requirements.
In addition, various federal and state laws and regulations, as well as the laws of foreign jurisdictions, govern
the manner in which we market our subscription products, including with respect to subscriptions, billing and auto-
renewal. These laws and regulations often differ across jurisdictions and continue to evolve. These laws, as well as
any changes in these laws, could adversely affect our ability to attract and retain subscribers.
Existing and newly adopted laws and regulations (or new interpretations of existing laws and regulations) have
imposed and may continue to impose obligations that may affect our business, require us to incur increased
compliance costs and cause us to further adjust our advertising or marketing practices. Any failure, or perceived
failure, by us or the third parties upon which we rely to comply with laws and regulations that govern our business
operations, as well as any failure, or perceived failure, by us or the third parties upon which we rely to comply with
our own posted policies, could result in claims against us by governmental entities or others, negative publicity and a
loss of confidence in us by our users and advertisers. Each of these potential consequences could adversely affect our
business and results of operations.
P. 18 – THE NEW YORK TIMES COMPANY
We are subject to payment processing risk.
We accept payments using a variety of different payment methods, including credit and debit cards and direct
debit. We rely on internal systems as well as those of third parties to process payments. Acceptance and processing of
these payment methods are subject to certain certifications, rules and regulations. To the extent there are disruptions
in our or third-party payment processing systems, material changes in the payment ecosystem, failure to recertify
and/or changes to rules or regulations concerning payment processing, we could experience increased costs, be
subject to fines and/or civil liability, or lose our ability to accept credit and debit card payments, which could impact
our ability to collect subscription and advertising revenues, harm our reputation and adversely impact our results of
operations.
Defects, delays or interruptions in the cloud-based hosting services we utilize could adversely affect our reputation
and operating results.
We currently utilize third-party subscription-based software services as well as public cloud infrastructure
services to provide solutions for many of our computing and bandwidth needs. Any interruptions to these services
generally, including as a result of the effects of the Covid-19 pandemic, could result in interruptions in service to our
subscribers and advertisers and/or the Company’s critical business functions, notwithstanding any business
continuity or disaster recovery plans or agreements that may currently be in place with some of these providers. This
could result in unanticipated downtime and/or harm to our reputation and operating results.
Risks Related to Intellectual Property
Our business may suffer if we cannot protect our intellectual property.
Our business depends on our intellectual property, including our valuable brand, content, services and
internally developed technology. We believe the protection and monetization of our proprietary trademarks and
other intellectual property are critical to our continued success and our competitive position. Unauthorized parties
have unlawfully misappropriated our brand, content, services, technology and other intellectual property or may
attempt to do so, and the measures we have taken to protect our proprietary rights may not be sufficient to fully
address or prevent all third-party infringement.
The Internet, combined with advancements in technology, has made unauthorized copying and wide
dissemination of unlicensed content easier, including by anonymous foreign actors. At the same time, enforcement of
our intellectual property rights has become more challenging. As our business and the presence and impact of bad
actors become more global in scope, we may not be able to protect our proprietary rights in a cost-effective manner in
other jurisdictions. In addition, intellectual property protection may not be available in every country in which our
products and services are distributed or made available through the Internet.
If we are unable to protect and enforce our intellectual property rights, we may not succeed in realizing the full
value of our assets, and our business, brand and profitability may suffer. In addition, if we must litigate in the United
States or elsewhere to enforce our intellectual property rights, such litigation may be costly and time consuming.
We have been, and may be in the future, subject to claims of intellectual property infringement that could adversely
affect our business.
We periodically receive claims from third parties alleging violations of their intellectual property rights. These
third parties include rights holders seeking to enforce and/or monetize intellectual property they own or otherwise
have rights to through asserting claims of infringement or misuse. Even if we believe that these claims of intellectual
property infringement are without merit, defending against them can be time-consuming, expensive to litigate or
settle and a diversion of management attention. As our Company grows and publishes more content on our own
platforms and third-party platforms (like social media), the likelihood of receiving incoming claims of infringement
also rises.
These third-party intellectual property infringement claims, if successful, may require us to enter into royalty or
licensing agreements on unfavorable terms, use more costly alternative technology, alter certain of our operations or
otherwise incur substantial monetary liability. The occurrence of any of these events as a result of these claims could
result in substantially increased costs or otherwise adversely affect our business.
THE NEW YORK TIMES COMPANY – P. 19
Risks Related to the Terms of Our Debt and Common Stock
The terms of our credit facility impose restrictions on our operations that could limit our ability to undertake certain
actions.
In September 2019, we entered into a $250.0 million five-year unsecured credit facility (the “Credit Facility”).
Certain of our domestic subsidiaries have guaranteed our obligations under the Credit Facility. As of December 27,
2020, there were no outstanding borrowings under the Credit Facility. See “Management’s Discussion and Analysis of
Financial Condition and Results of Operations - Liquidity and Capital Resources” for a description of the Credit
Facility.
The Credit Facility contains various customary affirmative and negative covenants, including certain financial
covenants and various incurrence-based negative covenants imposing potentially significant restrictions on our
operations. These covenants restrict, subject to various exceptions, our ability to, among other things:
• incur debt (directly or by third-party guarantees);
• grant liens;
• pay dividends;
• make investments;
• make acquisitions or dispositions; and
• prepay debt.
Any of these restrictions and limitations could make it more difficult for us to execute our business strategy.
We may not have access to the capital markets on terms that are acceptable to us or may otherwise be limited in our
financing options.
From time to time the Company may need or desire to access the long-term and short-term capital markets to
obtain financing. The Company’s access to, and the availability of, financing on acceptable terms and conditions in
the future will be impacted by many factors, including, but not limited to: (1) the Company’s financial performance;
(2) the Company’s credit ratings or absence of a credit rating; (3) liquidity of the overall capital markets; and (4) the
state of the economy. There can be no assurance that the Company will continue to have access to the capital markets
on terms acceptable to it.
In addition, macroeconomic conditions, such as volatility or disruption in the credit markets, could adversely
affect our ability to obtain financing to support operations or to fund acquisitions or other capital-intensive initiatives.
Our Class B Common Stock is principally held by descendants of Adolph S. Ochs, through a family trust, and this
control could create conflicts of interest or inhibit potential changes of control.
We have two classes of stock: Class A Common Stock and Class B Common Stock. Holders of Class A Common
Stock are entitled to elect 30% of the Board of Directors and to vote, with holders of Class B Common Stock, on the
reservation of shares for equity grants, certain material acquisitions and the ratification of the selection of our
auditors. Holders of Class B Common Stock are entitled to elect the remainder of the Board of Directors and to vote
on all other matters. Our Class B Common Stock is principally held by descendants of Adolph S. Ochs, who
purchased The Times in 1896. A family trust holds approximately 95% of the Class B Common Stock. As a result, the
trust has the ability to elect 70% of the Board of Directors and to direct the outcome of any matter that does not
require a vote of the Class A Common Stock. Under the terms of the trust agreement, the trustees are directed to
retain the Class B Common Stock held in trust and to vote such stock against any merger, sale of assets or other
transaction pursuant to which control of The Times passes from the trustees, unless they determine that the primary
objective of the trust can be achieved better by the implementation of such transaction. Because this concentrated
control could discourage others from initiating any potential merger, takeover or other change of control transaction
that may otherwise be beneficial to our businesses, the market price of our Class A Common Stock could be adversely
affected.
P. 20 – THE NEW YORK TIMES COMPANY
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
Our principal executive offices are located at 620 Eighth Avenue, New York, New York, in our headquarters
building, which was completed in 2007 and consists of approximately 1.54 million gross square feet (the “Company
Headquarters”). We own a leasehold condominium interest representing approximately 828,000 gross square feet in
the building. In December 2019, we repurchased the portion of the condominium interest that we had sold and
simultaneously leased back in 2009 (the “Condo Interest”) for $245.3 million and, as a result, we now own our interest
in the building unencumbered. As of December 27, 2020, we had leased approximately 12.5 floors to third parties.
In addition, we have a printing and distribution facility with 570,000 gross square feet located in College Point,
N.Y., on a 31-acre site. In 2019, we exercised our option to purchase the property, which was previously owned by the
City of New York, for approximately $6.9 million.
ITEM 3. LEGAL PROCEEDINGS
We are involved in various legal actions incidental to our business that are now pending against us. These
actions generally have damage claims that are greatly in excess of the payments, if any, that we would be required to
pay if we lost or settled the cases. Although the Company cannot predict the outcome of these matters, it is possible
that an unfavorable outcome in one or more matters could be material to the Company’s consolidated results of
operations or cash flows for an individual reporting period. However, based on currently available information,
management does not believe that the ultimate resolution of these matters, individually or in the aggregate, is likely
to have a material effect on the Company’s financial position.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
THE NEW YORK TIMES COMPANY – P. 21
EXECUTIVE OFFICERS OF THE REGISTRANT
Name
A.G. Sulzberger
Age
40
Employed By
Registrant Since
2009
Meredith Kopit Levien
49
2013
R. Anthony Benten
Diane Brayton
57
52
1989
2004
Roland A. Caputo
60
1986
Jacqueline Welch
51
2021
Recent Position(s) Held as of February 25, 2021
Chairman (since January 2021) and Publisher of The Times
(since 2018); Deputy Publisher (2016 to 2017); Associate Editor
(2015 to 2016); Assistant Editor (2012 to 2015)
President and Chief Executive Officer (since September 2020);
Executive Vice President and Chief Operating Officer (2017 to
September 2020); Executive Vice President and Chief Revenue
Officer (2015 to 2017); Executive Vice President, Advertising
(2013 to 2015); Chief Revenue Officer, Forbes Media LLC (2011
to 2013)
Senior Vice President, Treasurer (since 2016) and Chief
Accounting Officer (since 2019); Corporate Controller (2007 to
2019); Senior Vice President, Finance (2008 to 2016)
Executive Vice President, General Counsel (since 2017) and
Secretary (since 2011); Interim Executive Vice President, Talent
& Inclusion (August 2020 to January 2021); Deputy General
Counsel (2016); Assistant Secretary (2009 to 2011) and Assistant
General Counsel (2009 to 2016)
Executive Vice President and Chief Financial Officer (since
2018); Executive Vice President, Print Products and Services
Group (2013 to 2018); Senior Vice President and Chief Financial
Officer, The New York Times Media Group (2008 to 2013)
Executive Vice President and Chief Human Resources Officer
(since January 2021); Senior Vice President, Chief Human
Resources Officer and Chief Diversity Officer, Freddie Mac
(2016 to 2020); independent consultant (2014 to 2016); Senior
Vice President, Human Resources – International (2010 to 2013)
and Senior Vice President, Talent Management and Diversity
(2008 to 2010), Turner Broadcasting
P. 22 – THE NEW YORK TIMES COMPANY
PART II
ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
MARKET INFORMATION
The Class A Common Stock is listed on the New York Stock Exchange under the trading symbol “NYT.”
The Class B Common Stock is unlisted and is not actively traded.
The number of security holders of record as of February 19, 2021, was as follows: Class A Common Stock: 4,968;
Class B Common Stock: 25.
In February 2021, the Board of Directors approved a quarterly dividend of $0.07 per share. We currently expect
to continue to pay comparable cash dividends in the future, although changes in our dividend program may be
considered by our Board of Directors in light of our earnings, capital requirements, financial condition and other
factors considered relevant. In addition, our Board of Directors will consider restrictions in any future indebtedness.
ISSUER PURCHASES OF EQUITY SECURITIES(1)
Period
Total number of
shares of Class A
Common Stock
purchased
(a)
Average
price paid
per share of
Class A
Common Stock
(b)
Maximum
number (or
approximate
dollar value)
of shares of
Class A
Common
Stock that may
yet be
purchased
under the plans
or programs
(d)
Total number of
shares of Class A
Common Stock
purchased
as part of
publicly
announced plans
or programs
(c)
Total for the fourth quarter of 2020
—
$
—
—
$
16,236,612
(1) On January 13, 2015, the Board of Directors approved an authorization of $101.1 million to repurchase shares of the Company’s Class A
Common Stock. As of December 27, 2020, repurchases under this authorization totaled $84.9 million (excluding commissions) and $16.2
million remained. All purchases were made pursuant to our publicly announced share repurchase program. Our Board of Directors has
authorized us to purchase shares from time to time, subject to market conditions and other factors. There is no expiration date with respect to
this authorization. There have been no purchases under this authorization since 2016.
THE NEW YORK TIMES COMPANY – P. 23
PERFORMANCE PRESENTATION
The following graph shows the annual cumulative total stockholder return for the five fiscal years ended
December 27, 2020, on an assumed investment of $100 on December 27, 2015, in the Company, the Standard & Poor’s
S&P 400 MidCap Stock Index and the Standard & Poor’s S&P 1500 Publishing and Printing Index. Stockholder return
is measured by dividing (a) the sum of (i) the cumulative amount of dividends declared for the measurement period,
assuming reinvestment of dividends, and (ii) the difference between the issuer’s share price at the end and the
beginning of the measurement period, by (b) the share price at the beginning of the measurement period. As a result,
stockholder return includes both dividends and stock appreciation.
Stock Performance Comparison Between the S&P 400 Midcap Index, S&P 1500 Publishing & Printing Index
and The New York Times Company’s Class A Common Stock
P. 24 – THE NEW YORK TIMES COMPANY
ITEM 6. SELECTED FINANCIAL DATA
The Selected Financial Data should be read in conjunction with “Item 7 — Management’s Discussion and
Analysis of Financial Condition and Results of Operations” and the Consolidated Financial Statements and the
related Notes in Item 8. The results of operations for the New England Media Group, which was sold in 2013, have
been presented as discontinued operations for all periods presented. The pages following the table show certain items
included in Selected Financial Data. Fiscal year 2017 comprised 53 weeks and all other fiscal years presented in the
table below comprised 52 weeks.
(In thousands)
Statement of Operations Data
Revenues
Operating costs
As of and for the Years Ended
December 27,
2020
December 29,
2019
December 30,
2018
December 31,
2017
December 25,
2016
(52 Weeks)
(52 Weeks)
(52 Weeks)
(53 Weeks)
(52 Weeks)
$
1,783,639
$
1,812,184
$
1,748,598
$
1,675,639
$
1,555,342
1,607,383
1,634,639
1,558,778
1,493,278
1,419,416
Headquarters redesign and consolidation
Restructuring charge
(Gain)/loss from pension liability adjustment
—
—
—
—
4,504
10,090
4,008
(2,045)
—
(4,851)
—
(4,320)
—
16,518
6,730
Operating profit
176,256
175,582
190,167
176,591
112,678
Other components of net periodic benefit costs
Gain/(loss) from joint ventures
Interest income/(expense) and other, net
Income from continuing operations before income
taxes
89,154
5,000
23,330
7,302
—
8,274
10,764
64,225
18,641
11,074
(36,273)
(3,820)
(16,566)
(19,783)
(34,805)
115,432
164,460
176,091
111,224
30,526
26,105
Income from continuing operations
100,837
139,966
127,460
7,268
Loss from discontinued operations, net of income
taxes
Net income attributable to The New York Times
Company common stockholders
Balance Sheet Data
—
—
—
(431)
(2,273)
100,103
139,966
125,684
4,296
29,068
Cash, cash equivalents and marketable securities
$
881,990
$
683,912
$
826,363
$
732,911
$
737,526
Property, plant and equipment, net
594,516
627,121
638,846
640,939
596,743
Total assets
2,307,689
2,089,138
2,197,123
2,099,780
2,185,395
Total debt and capital lease obligations
—
—
253,630
250,209
246,978
Total New York Times Company stockholders’
equity
1,325,517
1,172,003
1,040,781
897,279
847,815
THE NEW YORK TIMES COMPANY – P. 25
(In thousands, except ratios, per share
and employee data)
December 27,
2020
December 29,
2019
December 30,
2018
December 31,
2017
December 25,
2016
(52 Weeks)
(52 Weeks)
(52 Weeks)
(53 Weeks)
(52 Weeks)
As of and for the Years Ended
Per Share of Common Stock
Basic earnings/(loss) per share attributable to The New York Times Company common stockholders:
Income from continuing operations
$
0.60
$
0.84
$
0.76
$
0.03
$
0.19
Loss from discontinued operations, net of income
taxes
—
—
—
—
(0.01)
Net income
$
0.60
$
0.84
$
0.76
$
0.03
$
0.18
Diluted earnings/(loss) per share attributable to The New York Times Company common stockholders:
Income from continuing operations
$
0.60
$
0.83
$
0.75
$
0.03
$
0.19
Loss from discontinued operations, net of income
taxes
Net income
Dividends declared per share
New York Times Company stockholders’ equity per
diluted common share
—
0.60
0.24
7.89
$
$
$
—
0.83
0.20
7.00
$
$
$
—
0.75
0.16
6.23
$
$
$
—
0.03
0.16
5.46
$
$
$
(0.01)
0.18
0.16
5.21
$
$
$
Average basic common shares outstanding
166,973
166,042
164,845
161,926
161,128
Average diluted common shares outstanding
168,038
167,545
166,939
164,263
162,817
Key Ratios
Operating profit to revenues
Return on average common stockholders’ equity
Return on average total assets
Total debt and capital lease obligations to total
capitalization
Current assets to current liabilities
Full-Time Equivalent Employees
9.9 %
8.0 %
4.6 %
— %
1.72
4,700
9.7%
12.7 %
6.5 %
—%
1.64
4,500
10.9%
13.0 %
5.8 %
19.6%
1.33
4,320
10.5 %
0.5 %
0.2 %
7.2 %
3.5 %
1.3 %
21.8%
22.6%
1.80
3,789
2.00
3,710
The items below are included in the Selected Financial Data. As a result of the adoption of ASU 2017-07 during
the first quarter of 2018, the Company has recast the respective prior periods to conform with the current period
presentation.
2020
The items below had a net unfavorable effect on our Income from continuing operations of $63.0 million, or
$0.38 per share:
• $80.6 million in pension settlement charges ($58.9 million after tax, or $0.35 per share) in connection with the
transfer of certain pension benefit obligations to an insurer;
• $14.1 million of pre-tax expenses ($10.3 million after tax, or $0.06 per share) for non-operating retirement
costs;
• a $10.1 million gain ($7.4 million after tax or $0.04 per share) related to a non-marketable equity investment
transaction. The gain is comprised of $2.5 million realized gain due to the partial sale of the investment and
an $7.6 million unrealized gain due to the mark to market of the remaining investment, and is included in
Interest income/(expense) and other, net in our Consolidated Statements of Operations;
• a $6.7 million pre-tax charge ($4.9 million after tax, or $0.03 per share) for severance costs; and
P. 26 – THE NEW YORK TIMES COMPANY
• a $5.0 million pre-tax gain ($3.7 million or $0.02 per share after tax) reflecting our proportionate share of a
distribution from the pending liquidation of Madison Paper Industries (“Madison”), a partnership that
previously operated a paper mill, in which the Company has an investment through a subsidiary. See Note 6
of the Notes to the Consolidated Financial Statements for more information on this item.
2019
The items below had a net unfavorable effect on our Income from continuing operations of $14.5 million, or
$0.09 per share:
• $13.5 million of pre-tax expenses ($10.0 million after tax, or $0.06 per share) for non-operating retirement
costs;
• a $4.0 million pre-tax charge ($3.0 million after tax or $0.02 per share) related to restructuring charges,
including impairment and severance charges related to the closure of our digital marketing agency,
HelloSociety, LLC;
• a $4.0 million pre-tax charge ($3.0 million after tax, or $0.02 per share) for severance costs; and
• a $2.0 million pre-tax gain ($1.5 million after tax, or $0.01 per share) from a multiemployer pension plan
liability adjustment. See Note 9 of the Notes to the Consolidated Financial Statements for more information
on this item.
2018
The items below had a net unfavorable effect on our Income from continuing operations of $7.3 million, or $0.05
per share:
• $15.3 million of pre-tax expenses ($11.2 million after tax, or $0.07 per share) for non-operating retirement
costs;
• an $11.3 million pre-tax gain ($8.5 million after tax or $0.05 per share) reflecting our proportionate share of a
distribution from the pending liquidation of Madison, in which the Company has an investment through a
subsidiary. See Note 6 of the Notes to the Consolidated Financial Statements for more information on this
item;
• a $6.7 million pre-tax charge ($4.9 million after tax, or $0.03 per share) for severance costs;
• a $4.9 million pre-tax gain ($3.6 million after tax or $0.02 per share) from a multiemployer pension plan
liability adjustment. See Note 9 of the Notes to the Consolidated Financial Statements for more information
on this item; and
• a $4.5 million pre-tax charge ($3.3 million after tax or $0.02 per share) in connection with the redesign and
consolidation of space in our Company Headquarters. See Note 7 of the Notes to the Consolidated Financial
Statements for more information on this item.
2017 (53-week fiscal year)
The items below had a net unfavorable effect on our Income from continuing operations of $119.9 million, or
$0.73 per share:
• $102.1 million of pre-tax pension settlement charges ($61.5 million after tax, or $0.37 per share) in connection
with the transfer of certain pension benefit obligations to insurers (in connection with the adoption of ASU
2017-07 this amount was reclassified to “Other components of net periodic benefit costs” below “Operating
profit”);
• a $68.7 million charge ($0.42 per share) primarily attributable to the remeasurement of our net deferred tax
assets required as a result of tax legislation;
• a $37.1 million pre-tax gain ($22.3 million after tax, or $0.14 per share) primarily in connection with the
settlement of contractual funding obligations for a postretirement plan (in connection with the adoption of
ASU 2017-07, $32.7 million relating to the postretirement plan was reclassified to “Other components of net
periodic benefit costs” below “Operating profit” while the contractual gain of $4.3 million remains in
“Multiemployer pension and other contractual gains” within “Operating profit”);
THE NEW YORK TIMES COMPANY – P. 27
• a $23.9 million pre-tax charge ($14.4 million after tax, or $0.09 per share) for severance costs;
• a $15.3 million net pre-tax gain ($9.4 million after tax, or $0.06 per share) from joint ventures consisting of (i) a
$30.1 million gain related to the sale of assets of Madison, (ii) an $8.4 million loss reflecting our proportionate
share of Madison’s settlement of pension obligations, and (iii) a $6.4 million loss from the sale of our 49%
equity interest in Donahue Malbaie Inc. (“Malbaie”), a Canadian newsprint company;
• a $10.1 million pre-tax charge ($6.1 million after tax, or $0.04 per share) in connection with the redesign and
consolidation of space in our Company Headquarters; and
• $1.5 million of pre-tax expenses ($0.9 million after tax, or $0.01 per share) for non-operating retirement costs;
2016
The items below had a net unfavorable effect on our Income from continuing operations of $60.2 million, or
$0.37 per share:
• a $37.5 million pre-tax loss ($22.8 million after tax, or $0.14 per share) from joint ventures related to the
announced closure of the paper mill operated by Madison;
• a $21.3 million pre-tax pension settlement charge ($12.8 million after tax, or $0.08 per share) in connection
with lump-sum payments made under an immediate pension benefits offer to certain former employees (in
connection with the adoption of ASU 2017-07 this amount was reclassified to “Other components of net
periodic benefit costs” below “Operating profit”);
• an $18.8 million pre-tax charge ($11.3 million after tax, or $0.07 per share) for severance costs;
• a $16.5 million pre-tax charge ($9.8 million after tax, or $0.06 per share) in connection with the streamlining of
the Company’s international print operations (primarily consisting of severance costs) (in connection with the
adoption of ASU 2017-07, $1.7 million related to a gain from the pension curtailment previously included
with this special item was reclassified to “Other components of net periodic benefit costs” below “Operating
profit”);
• a $6.7 million pre-tax charge ($4.0 million after tax or $0.02 per share) for a partial withdrawal obligation
under a multiemployer pension plan following an unfavorable arbitration decision;
• a $5.5 million of pre-tax expenses ($3.3 million after tax, or $0.02 per share) for non-operating retirement costs;
and
• a $3.8 million income tax benefit ($0.02 per share) primarily due to a reduction in the Company’s reserve for
uncertain tax positions.
The following table reconciles other components of net periodic benefit costs to the comparable non-GAAP
metric, non-operating retirement costs:
(In thousands)
Years Ended
December 27,
2020
December 29,
2019
December 30,
2018
December 31,
2017
December 25,
2016
(52 Weeks)
(52 Weeks)
(52 Weeks)
(53 Weeks)
(52 Weeks)
Other components of net periodic benefit costs:
Add: Multiemployer pension plan withdrawal costs
Less: Special Items
Pension settlement expense
Postretirement benefit plan settlement gain
Pension curtailment gain
89,154
5,550
80,641
—
—
7,302
6,183
—
—
—
Non-operating retirement costs
14,063
13,485
15,276
P. 28 – THE NEW YORK TIMES COMPANY
8,274
7,002
64,225
6,599
—
—
—
102,109
(32,737)
—
1,452
11,074
14,001
21,294
—
(1,683)
5,464
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion and analysis provides information that management believes is relevant to an
assessment and understanding of our consolidated financial condition as of December 27, 2020, and results of
operations for the three years ended December 27, 2020. Please read this item together with our Consolidated
Financial Statements and the related Notes included in this Annual Report. Due to the change in expense captions in
2020 and resulting expense reclassification in prior periods, as discussed below, we included discussions of 2018
results that were impacted by the reclassification. Otherwise, we have omitted discussion of 2018 results where it
would be redundant to the discussion previously included in Part II, Item 7, of our 2019 Annual Report on Form 10-K,
filed with the SEC on February 27, 2020.
Significant components of the management’s discussion and analysis of results of operations and financial
condition section include:
Executive Overview: The executive overview section provides a summary of The New York Times
Company and our business.
Results of Operations: The results of operations section provides an analysis of our results on a
consolidated basis for the three years ended December 27, 2020.
Non-Operating Items: The non-operating items section provides an analysis of our non-GAAP financial
Liquidity and Capital
Resources:
measures to the most directly comparable GAAP measures for the two years ended
December 27, 2020.
The liquidity and capital resources section provides a discussion of our cash flows
for the two years ended December 27, 2020, and restricted cash, capital
expenditures, and outstanding debt, commitments and contingencies existing as of
December 27, 2020.
PAGE
29
34
43
47
Critical Accounting Policies: The critical accounting policies and estimates section provides detail with respect to
50
accounting policies that are considered by management to require significant
judgment and use of estimates and that could have a significant impact on our
financial statements.
Pensions and Other
Postretirement Benefits:
The pensions and other postretirement benefits section provides a discussion of our
benefit plans.
52
EXECUTIVE OVERVIEW
We are a global media organization that includes our digital and print products and related businesses. We
have one reportable segment with businesses that include our core news product and other interest-specific products,
and related content and services.
We generate revenues principally from subscriptions and advertising. Other revenues primarily consist of
revenues from licensing, Wirecutter affiliate referrals, the leasing of floors in the Company headquarters, commercial
printing, television and film, retail commerce and our live events business.
Our main operating costs are employee-related costs.
In the accompanying analysis of financial information, we present certain information derived from
consolidated financial information but not presented in our financial statements prepared in accordance with
generally accepted accounting principles in the United States of America (“GAAP”). We are presenting in this report
supplemental non-GAAP financial performance measures that exclude depreciation, amortization, severance, non-
operating retirement costs and certain identified special items, as applicable. These non-GAAP financial measures
should not be considered in isolation from or as a substitute for the related GAAP measures and should be read in
conjunction with financial information presented on a GAAP basis. For further information and reconciliations of
these non-GAAP measures to the most directly comparable GAAP measures, see “— Results of Operations — Non-
GAAP Financial Measures.”
THE NEW YORK TIMES COMPANY – P. 29
The Company changed the expense captions on its Consolidated Statement of Operations effective for the
quarter ended March 29, 2020. These changes were made in order to reflect how the Company manages its business
and to communicate where the Company is investing resources and how this aligns with the Company’s strategy.
The Company reclassified expenses for the prior periods in order to present comparable financial results. There was
no change to consolidated operating income, total operating costs, net income or cash flows as a result of this change
in classification. See Note 19 of the Notes to the Consolidated Financial Statements for more detail.
We believe that a number of factors and industry trends have, and will continue to, present risks and challenges
to our business. For a detailed discussion of certain factors that could affect our business, results of operations and
financial condition, see “Item 1A — Risk Factors.”
2020 Financial Highlights
In 2020, diluted earnings per share from continuing operations were $0.60, compared with $0.83 for 2019.
Diluted earnings per share from continuing operations excluding severance, non-operating retirement costs and
special items discussed below (or “adjusted diluted earnings per share,” a non-GAAP measure) were $0.97 for 2020,
compared with $0.92 for 2019.
Operating profit in 2020 was $176.3 million, compared with $175.6 million for 2019, as the decrease in operating
costs was largely offset by lower revenues. Operating profit before depreciation, amortization, severance,
multiemployer pension plan withdrawal costs and special items discussed below (or “adjusted operating profit,” a
non-GAAP measure) was $250.6 million and $248.4 million for 2020 and 2019, respectively.
Total revenues decreased 1.6% to $1.78 billion in 2020 from $1.81 billion in 2019, primarily driven by a decrease
in advertising revenue and other revenue, partially offset by an increase in digital-only subscription revenues.
Subscription revenues increased 10.3% to $1.20 billion in 2020. Advertising revenues decreased 26.1% to $392.4
million in 2020 largely due to lower print advertising revenue, driven by reduced spending by advertisers in
connection with the effects of the Covid-19 pandemic, which further accelerated secular trends. Other revenues
decreased 0.9% to $195.9 million in 2020.
Operating costs decreased in 2020 to $1.61 billion from $1.63 billion in 2019, due to a decrease in sales and
marketing costs and cost of revenue costs, partially offset by an increase in product development costs and general
and administrative costs. Operating costs before depreciation, amortization, severance and multiemployer pension
plan withdrawal costs (or “adjusted operating costs,” a non-GAAP measure) decreased in 2020 to $1.53 billion from
$1.56 billion in 2019.
Impact of Covid-19 Pandemic
The global Covid-19 pandemic, and efforts to contain it, have continued to cause significant economic
disruption, market volatility and uncertainty. These conditions have affected our business and could continue to do
so for the foreseeable future.
Unlike many media companies, which are primarily dependent on advertising, we derive substantial revenue
from subscriptions (approximately 67% of total revenues in 2020). We experienced significant growth in the number
of subscriptions to our digital news and other products in 2020, which we believe was attributable in part to an
increase in traffic given the news environment, and we do not expect the 2020 growth rate to be sustainable or
indicative of results for future periods. While subscriptions grew, revenues from the single-copy and bulk sales of our
print newspaper (which collectively represented approximately 6% of our total subscription revenues in 2020) were,
and we expect will continue to be, adversely affected as a result of widespread business closures, continued increased
levels of remote working and reductions in travel.
The worldwide economic conditions caused by the pandemic also led to a significant decline in our advertising
revenues in 2020, and we expect that our advertising revenues will likely continue to be adversely affected if and
while these conditions persist.
However, our strong balance sheet has enabled us to continue to operate without the liquidity issues
experienced by many other companies. As of December 27, 2020, we had cash, cash equivalents and short- and long-
term marketable securities of $882.0 million, and we were debt-free. We believe our cash balance and cash provided
by operations, in combination with other sources of cash, will be sufficient to meet our financing needs over the next
P. 30 – THE NEW YORK TIMES COMPANY
twelve months, enabling us to continue hiring in our newsroom, and in product and technology, and continue to
invest in important growth areas.
We have incurred and expect to continue to incur costs in connection with the pandemic, including costs
relating to our workforce, such as enhanced employee benefits. These costs included a bonus in September 2020 to all
employees other than senior-most leaders to recognize their outstanding efforts and support them with any
additional financial needs stemming from the pandemic. Our costs in connection with the pandemic have not been
significant to date, but we may incur significant additional costs as circumstances evolve, including costs in
connection with potential operational changes.
At this time, the full impact that the Covid-19 pandemic, and the associated economic conditions, will have on
our business is uncertain. While we remain confident in our prospects over the longer term, the extent to which the
pandemic impacts us will depend on numerous evolving factors and future developments, including the scope and
duration of the pandemic (including the extent of any resurgence thereof and the availability of effective treatments
or vaccines); the impact of the pandemic on economic conditions and the companies with which we do business;
governmental, business and other actions; travel restrictions; and social distancing measures, among many other
factors. We will continue to actively monitor the situation and may take further actions that alter our business
operations as may be required by federal, state, local or foreign authorities, or that we determine are appropriate.
Please see “Item 1A — Risk Factors” for more information.
Our Strategy
This past year accelerated many of the transformations under way in our industry, highlighting both challenges
and opportunities for the Company. We believe that the following priorities will be key to our strategic efforts.
Producing the best journalism
We believe that The Times’s original and high-quality reporting, storytelling and journalistic excellence across
topics and formats set us apart from other news organizations and is at the heart of what makes our journalism worth
paying for.
Throughout a tumultuous year, the journalism produced by our global newsroom helped readers understand
the world on wide-ranging topics, including the Covid-19 pandemic and its many reverberations, a national
reckoning over race and social justice, and the U.S. presidential election and its aftermath. Our ground-breaking
coverage continues to be recognized, including in the number of Pulitzer prizes The Times has received — more than
any other news organization.
We made significant investments in our newsroom, including in our capabilities in live, visual and data
journalism, and in audio, including in our highly popular news podcast, The Daily, which was downloaded 2.5
billion times in 2020. We acquired Serial Productions, the company that produces the groundbreaking “Serial”
podcast, and Audm, which transforms long-form journalism articles into audio.
In 2021, we expect to make significant further investments in our journalism and remain committed to
providing trustworthy, interesting and relevant content that sets The Times apart.
Growing engagement with our products
We saw extraordinary growth in our audience this past year, driven by an unprecedented news environment
and our improved ability to draw and engage readers. We have focused on, and will continue focusing on,
maintaining our audience reach, creating habitual engagement with more users and demonstrating why independent,
high-quality journalism is worth paying for.
We further enhanced our core digital news product to optimize user experience and deepen engagement,
including by improving our users’ experience in up-to-the-minute coverage, expanding our use of visual and data
journalism, creating new story formats, enhancing email newsletters like The Morning, and personalizing aspects of
our customer experience, all of which are beginning to drive increased engagement.
This year was also the first full year of our new access model, which generally offers users who have registered
free access to a limited number of articles before requiring users to subscribe for access to additional content. We
believe these changes have strengthened our direct relationships with readers and supported our digital subscription
growth efforts.
THE NEW YORK TIMES COMPANY – P. 31
In addition, we continued to raise our ambitions for our other digital products and services. We expect to invest
more in content, product development and marketing for Games and Cooking, to explore new opportunities for
Wirecutter as a subscription product, to experiment in audio and to test the concept of an app for children. We see all
of these products as a way for The Times to mean even more in people’s lives, and also to make a relationship with
our brand more valuable.
Effectively monetizing our products
We added 2.3 million net digital subscriptions in 2020, by far the most annual net subscription additions in our
history. We believe that this significant growth demonstrates the continued success of our “subscription-first”
strategy. As of December 27, 2020, we had approximately 7.5 million total subscriptions to our products.
In addition to our strong subscription growth, in 2020, we introduced our first-ever digital price increase on
tenured subscribers, from which we saw strong results, and we continued to focus on retaining as many subscribers
as possible as they transition to higher prices. We will continue to look for opportunities to deepen our economic
relationships with subscribers, including introducing subscribers to more of the products currently in our portfolio.
We will also continue to invest in brand marketing initiatives to reinforce the importance of deeply reported
independent journalism and the value of The Times brand.
In addition to digital subscription revenue, high-margin digital advertising revenue remains an important part
of our business. We believe our journalism attracts valuable audiences, and that we provide a safe and trusted
platform for advertisers’ brands. By developing innovative and compelling advertising offerings that integrate well
with the user experience, we believe we can provide significant value to advertisers. During a challenging year, we
continued to adapt our advertising business by focusing on our first-party data products, which allow the Company
to leverage its large and coveted audiences in privacy-forward ways, and by focusing on our growing audio
advertising business. We expect each will continue to play critical roles in our digital advertising business.
Looking ahead, we will continue exploring additional opportunities to grow and engage our audience, further
innovate our products and invest in brand marketing initiatives, while remaining committed to creating high-quality
journalism that sets The Times apart. At the same time, we will continue to apply disciplined cost-management to
fund continued investment in our business and support long-term profitable growth. This includes maximizing the
efficiency and profitability of our print products and services, which remain a significant part of our business.
Making technology and data a bigger propellant of our growth
Achieving our ambition will require products and technology that match the quality of our journalism. In
addition to having our consumer-facing products enable our journalism to be even more accessible, engaging and
impactful, this also includes improving the underlying systems that allow users to seamlessly move among various
devices and products. In recent years, we have realigned our organizational structure to improve the speed and
effectiveness of our product development process and optimize our data and technology platforms. Looking ahead,
we believe this will enable us to build platforms that power our multi-product portfolio and products that engage
users. We are focused on building strength in specialized engineering disciplines and continuing to improve the
quality and security of our data and systems. As we invest in our array of products and our digital business grows in
size, scope and complexity, we will continue to invest in maintaining, integrating, improving and scaling our
technical infrastructure.
Fostering a culture that enables our mission and people to thrive
We believe our ability to attract, develop and maximize the contributions of world-class talent, and to create the
conditions for our people to do their best work, is vital to the continued success of our mission and business and
central to our long-term strategy. As we continue to transform the Company and foster a culture that enables our
mission and people to thrive, we are focused on building a diverse, equitable and inclusive workplace and workforce
that help to make our news report deeper and richer, and better able to address the needs and experiences of our
growing, global audience; incentivizing, developing and promoting our talent; and supporting the health, safety and
well-being of our employees.
P. 32 – THE NEW YORK TIMES COMPANY
Effectively managing our liquidity and our non-operating costs
We have continued to strengthen our liquidity position and further de-leverage and de-risk our balance sheet.
As of December 27, 2020, the Company had cash, cash equivalents and marketable securities of approximately $882
million and was debt-free.
In addition, we remain focused on managing our pension plan obligations. We have taken steps over the last
several years to reduce the size and volatility of our pension obligations, including freezing accruals under all but one
of our qualified defined benefit pension plans, making immediate pension benefits offers in the form of lump-sum
payments to certain former employees and transferring certain future benefit obligations and administrative costs to
insurers. During 2020, we entered into an agreement to transfer certain future benefit obligations and administrative
costs to an insurer, which allowed us to reduce our overall qualified pension plan obligations by approximately $236
million. See Note 9 of the Notes to the Consolidated Financial Statements for additional information on these actions.
As of December 27, 2020, our qualified pension plans had plan assets that were $36 million above the present
value of future benefits obligations, compared with an underfunded status of approximately $12 million (meaning the
present value of future benefits obligations exceeded the fair value of plan assets) as of December 29, 2019. We made
contributions of approximately $10 million to certain qualified pension plans in each of 2020 and 2019. We expect to
make contributions in 2021 to satisfy minimum funding requirements of approximately $10 million. We will continue
to look for ways to reduce the size and volatility of our pension obligations.
While we have made significant progress in our liability-driven investment strategy to reduce the funding
volatility of our qualified pension plans, the size of our pension plan obligations relative to the size of our current
operations will continue to have an impact on our reported financial results. We expect to continue to experience
volatility in our retirement-related costs, particularly due to the impact of changing discount rates and mortality
assumptions on our unfunded, non-qualified pension plans and retiree medical costs, and due to the poor funded
status of several of the multiemployer plans in which we participate.
THE NEW YORK TIMES COMPANY – P. 33
RESULTS OF OPERATIONS
Overview
Fiscal years 2020, 2019 and 2018 each comprised 52 weeks. The following table presents our consolidated
financial results:
(In thousands)
Revenues
Subscription
Advertising
Other
Total revenues
Operating costs
Cost of revenue (excluding depreciation and
amortization)
Sales and marketing
Product development
General and administrative
Depreciation and amortization
Total operating costs
Headquarters redesign and consolidation
Restructuring charge
Gain from pension liability adjustment
Operating profit
Other components of net periodic benefit costs
Gain from joint ventures
Interest income/(expense) and other, net
Income from continuing operations before income
taxes
Income tax expense
Net income
Net income attributable to the noncontrolling
interest
Net income attributable to The New York Times
Company common stockholders
$
Years Ended
% Change
December 27,
2020
December 29,
2019
December 30,
2018
2020 vs.
2019
2019 vs.
2018
$
1,195,368
$
1,083,851
$
1,042,571
392,420
195,851
1,783,639
960,222
229,040
132,428
223,557
62,136
530,678
197,655
558,253
147,774
1,812,184
1,748,598
989,029
272,657
105,514
206,778
60,661
947,884
271,164
84,098
196,621
59,011
1,607,383
1,634,639
1,558,778
—
—
—
176,256
89,154
5,000
23,330
115,432
14,595
100,837
—
4,008
(2,045)
175,582
7,302
—
(3,820)
164,460
24,494
139,966
4,504
—
(4,851)
190,167
8,274
10,764
(16,566)
176,091
48,631
127,460
10.3
(26.1)
(0.9)
(1.6)
(2.9)
(16.0)
25.5
8.1
2.4
(1.7)
—
*
*
0.4
*
*
*
(29.8)
(40.4)
(28.0)
4.0
(4.9)
33.8
3.6
4.3
0.6
25.5
5.2
2.8
4.9
*
*
(57.8)
(7.7)
(11.7)
*
(76.9)
(6.6)
(49.6)
9.8
(734)
—
(1,776)
*
*
100,103
$
139,966
$
125,684
(28.5)
11.4
* Represents a change equal to or in excess of 100% or one that is not meaningful.
P. 34 – THE NEW YORK TIMES COMPANY
Revenues
Subscription, advertising and other revenues were as follows:
(In thousands)
Subscription
Advertising
Other
Total
Subscription Revenues
Years Ended
% Change
December 27,
2020
December 29,
2019
December 30,
2018
2020 vs.
2019
2019 vs.
2018
$
1,195,368
$
1,083,851
$
1,042,571
392,420
195,851
530,678
558,253
197,655
147,774
$
1,783,639
$
1,812,184
$
1,748,598
10.3
(26.1)
(0.9)
(1.6)
4.0
(4.9)
33.8
3.6
Subscription revenues consist of revenues from subscriptions to our digital and print products (which include
our news product, as well as our Games (previously Crossword), Cooking and Audm products), and single-copy and
bulk sales of our print products (which represent less than 10% of these revenues). Subscription revenues are based
on both the number of copies of the printed newspaper sold and digital-only subscriptions, and the rates charged to
the respective customers.
The following table summarizes digital and print subscription revenues for the years ended December 27, 2020,
December 29, 2019, and December 30, 2018:
(In thousands)
Digital-only subscription revenues:
Years Ended
% Change
December 27,
2020
December 29,
2019
December 30,
2018
2020 vs.
2019
2019 vs.
2018
News product subscription revenues(1)
$
543,578
$
426,125
$
378,484
Other product subscription revenues(2)
Subtotal digital-only subscriptions
Print subscription revenues
Domestic home delivery subscription revenues(3)
Single-copy, NYT International and other
subscription revenues(4)
Subtotal print subscription revenues
54,702
598,280
528,970
68,118
597,088
34,327
22,136
460,452
400,620
524,543
532,748
0.8
98,856
623,399
109,203
641,951
27.6
59.4
29.9
(31.1)
(4.2)
10.3
12.6
55.1
14.9
(1.5)
(9.5)
(2.9)
4.0
Total subscription revenues
$
1,195,368
$
1,083,851
$
1,042,571
(1) Includes revenues from subscriptions to the Company’s news product. News product subscription packages that include access to the
Company’s Games, Cooking and Audm products are also included in this category.
(2) Includes revenues from standalone subscriptions to the Company’s Games, Cooking and Audm products.
(3) Includes free access to some or all of the Company’s digital products
(4) NYT International is the international edition of our print newspaper.
THE NEW YORK TIMES COMPANY – P. 35
The following table summarizes digital and print subscriptions as of December 27, 2020, December 29, 2019,
and December 30, 2018:
(In thousands)
Digital-only subscriptions:
News product subscriptions(1)
Other product subscriptions(2)
Subtotal digital-only subscriptions
Print subscriptions
Total subscriptions
As of
% Change
December 27,
2020
December 29,
2019
December 30,
2018
2020 vs.
2019
2019 vs.
2018
5,090
1,600
6,690
833
7,523
3,429
966
4,395
856
5,251
2,713
647
3,360
924
4,284
48.4
65.6
52.2
(2.7)
43.3
26.4
49.3
30.8
(7.4)
22.6
(1) Includes subscriptions to the Company’s news product. News product subscription packages that include access to the Company’s Games
and Cooking products are also included in this category.
(2) Includes standalone subscriptions to the Company’s Games, Cooking and Audm products. During the first quarter of 2020, the Company
acquired Audm, a read-aloud audio service. Approximately 20,000 of Audm’s subscriptions were included in the Company’s digital-only other
product subscriptions at the time of acquisition.
We believe that the significant growth over the last several years in subscriptions to The Times’s products
demonstrates the success of our “subscription-first” strategy and the willingness of our readers to pay for high-
quality journalism. The following charts illustrate the acceleration in net digital-only subscription additions and
corresponding subscription revenues, as well as the relative stability of our print domestic home delivery
subscription products since the launch of the digital pay model in 2011.
P. 36 – THE NEW YORK TIMES COMPANY
(1) Amounts may not add due to rounding.
(2) Print domestic home delivery subscriptions include free access to some or all of our digital products.
(3) Print Other includes single-copy, NYT International and other subscription revenues.
Note: Revenues for 2012 and 2017 include the impact of an additional week.
THE NEW YORK TIMES COMPANY – P. 37
As of the Period EndSubscriptions (1)(millions)1.51.51.71.71.91.92.12.12.32.32.82.83.63.64.24.25.35.37.57.51.11.11.11.11.01.01.0.9.9.8.4.6.8.91.11.62.22.73.45.1.1.2.2.4.61.01.6Print-based bundles (2)Digital-only NewsDigital-only Other2011201220132014201520162017201820192020PeriodSubscription Revenues (1)($ millions)7067067957958248248408408528528798791,0081,0081,0421,0421,0841,0841,1951,19548651352152752652655253352552917316815214112712111610999684711415116919322332637842654436914223454Print-based bundles (2)Print Other (3)Digital-only NewsDigital-only Other2011201220132014201520162017201820192020
2020 Compared with 2019
Subscription revenues increased 10.3% in 2020 compared with 2019. The increase was primarily due to an
increase in digital subscription revenue driven by year-over-year growth of 52.2% in the number of subscriptions to
the Company’s digital-only products, as well as the continued focus on our digital pricing strategy, which included
price increases in 2020 for our most tenured subscribers and retention of promotional subscriptions that have
graduated to higher prices. The increase was partially offset by a decrease in print subscription revenue attributable
to lower single-copy and bulk sales, primarily as a result of the Covid-19 pandemic, as well as fewer home delivery
subscriptions, partially offset by an increase in home delivery prices.
Paid digital-only subscriptions totaled approximately 6,690,000 at the end of 2020, a net increase of 2,295,000
subscriptions compared with the end of 2019. The significant rate of year-over-year growth in our digital
subscriptions is attributable in part, we believe, to an increase in traffic given the news environment, as well as a
change made to the digital access model during 2019, which requires users to register and log in to access most of our
content. We do not expect the 2020 growth rate to be sustainable or indicative of results for future periods.
Digital-only news product subscriptions totaled approximately 5,090,000 at the end of 2020, a net increase of
1,661,000 subscriptions compared with the end of 2019. Other product subscriptions (which include our Games,
Cooking and Audm products) totaled approximately 1,600,000 at the end of 2020, a net increase of 634,000
subscriptions compared with the end of 2019.
Print domestic home delivery subscriptions totaled approximately 833,000 at the end of 2020, a net decrease of
23,000 subscriptions compared with the end of 2019. The year-over-year decrease is a result of secular declines.
2019 Compared with 2018
Subscription revenues increased 4.0% in 2019 compared with 2018. The increase was primarily due to year-
over-year growth of 30.8% in the number of subscriptions to the Company’s digital-only products. The increase was
partially offset by a decrease in print subscription revenue attributable to a decline in home delivery subscriptions, as
well as lower single-copy and bulk sales, partially offset by an increase in home delivery prices.
Paid digital-only subscriptions totaled approximately 4,395,000 at the end of 2019, a net increase of 1,035,000
subscriptions compared with the end of 2018. The growth in our digital subscriptions is attributable in part to an
increase in traffic given the news environment, as well as a change made to the digital access model during 2019,
which requires users to register and log in to access most of our content.
Digital-only news product subscriptions totaled approximately 3,429,000 at the end of 2019, a net increase of
716,000 subscriptions compared with the end of 2018. Other product subscriptions (which, in 2019, included our
Games and Cooking products) totaled approximately 966,000 at the end of 2019, a net increase of 319,000
subscriptions compared with the end of 2018.
Print domestic home delivery subscriptions totaled approximately 856,000 at the end of 2019, a net decrease of
68,000 subscriptions compared with the end of 2018. The year-over-year decrease is a result of secular declines.
Advertising Revenues
Advertising revenue is principally from advertisers (such as technology, financial and luxury goods companies)
promoting products, services or brands on digital platforms in the form of display ads, audio and video, and in print,
in the form of column-inch ads.
Advertising revenue is primarily derived from offerings sold directly to marketers by our advertising sales
teams. A smaller proportion of our total advertising revenues is generated through programmatic auctions run by
third-party ad exchanges.
Advertising revenues are primarily determined by the volume (e.g., impressions), rate and mix of
advertisements. Digital advertising includes our core digital advertising business and other digital advertising. Our
core digital advertising business includes direct-sold website, mobile application, podcast, email and video
advertisements. Direct-sold display advertising, a component of core digital advertising, includes offerings on
websites and mobile applications sold directly to marketers by our advertising sales teams. Other digital advertising
includes open-market programmatic advertising and creative services fees. Print advertising includes revenue from
P. 38 – THE NEW YORK TIMES COMPANY
column-inch ads and classified advertising, including line-ads as well as preprinted advertising, also known as
freestanding inserts.
The following table summarizes digital and print advertising revenues for the years ended December 27, 2020,
December 29, 2019, and December 30, 2018:
(In thousands)
Advertising revenues
Digital
Print
Total advertising
2020 Compared with 2019
Years Ended
% Change
December 27,
2020
December 29,
2019
December 30,
2018
2020 vs. 2019
2019 vs. 2018
$
$
228,594 $
260,454 $
258,873
163,826
270,224
299,380
392,420 $
530,678 $
558,253
(12.2) %
(39.4) %
(26.1) %
0.6 %
(9.7) %
(4.9) %
Digital advertising revenues, which represented 58.3% of total advertising revenues in 2020, declined $31.9
million or 12.2% to $228.6 million, compared with $260.5 million in 2019, primarily driven by a decrease in creative
service fees and direct-sold display advertising revenue. Core digital advertising revenue decreased $5.8 million,
primarily due to a 12% decline in direct-sold display advertising revenue partially offset by a 26% increase in podcast
advertising revenues. Direct-sold display impressions declined 15%, while the average rate grew 3%. Other digital
advertising declined $26.1 million as a result of lower creative services revenue resulting from the closure of our
HelloSociety and Fake Love digital marketing agencies and reduced spending by advertisers in connection with the
effects of the Covid-19 pandemic. This decline was partially offset by 7.8% growth in open-market programmatic
advertising revenue, as impressions increased by 40%, while the average rate decreased 23%. Overall display
advertising impressions sold increased 21% as a result of an increase in traffic to our products, which were primarily
filled by programmatic impressions.
Print advertising revenues, which represented 41.7% of total advertising revenues in 2020, declined $106.4
million or 39.4% to $163.8 million in 2020 compared with $270.2 million in 2019. The decline was primarily in the
entertainment, luxury and media categories, and was driven by reduced spending by advertisers in connection with
the effects of the Covid-19 pandemic, which further accelerated secular trends.
THE NEW YORK TIMES COMPANY – P. 39
2019 Compared with 2018
Digital advertising revenues, which represented 49.1% of total advertising revenues in 2019, increased 0.6% to
$260.5 million in 2019 compared with $258.9 million in 2018. The increase primarily reflected increases in podcast
revenue, partially offset by a decrease in direct-sold display advertising revenue. Core digital advertising revenue
increased $5.9 million primarily due to a 149% increase in podcast revenues, partially offset by 9% decline in direct-
sold display advertising revenue. Direct-sold display impressions increased by 1%, while the average rate declined
4%. Other digital advertising revenue decreased $4.4 million primarily as a result of the closure of our HelloSociety
digital marketing agency. Open-market programmatic advertising revenue decreased slightly, as impressions grew
by 1%, while the average rate decreased 8%. Overall display advertising impressions sold increased 1%.
Print advertising revenues, which represented 51% of total advertising revenues in 2019, declined 9.7% to
$270.2 million in 2019 compared with $299.4 million in 2018. The decline was primarily in the financial services and
luxury categories.
Other Revenues
Other revenues primarily consist of revenues from licensing, Wirecutter affiliate referrals, the leasing of floors
in the Company Headquarters, commercial printing, television and film, retail commerce and our live events
business. Building rental revenue consists of revenue from the leasing of floors in our Company Headquarters, which
totaled $28.5 million, $30.6 million and $23.3 million in 2020, 2019 and 2018, respectively.
2020 Compared with 2019
Other revenues decreased 0.9% in 2020 compared with 2019, primarily as a result of fewer episodes in our
television series (“The Weekly,” which had 23 episodes in 2019, became “NYT Presents” in 2020, which had 12
episodes), as well as lower revenues from live events as a result of the effects of the Covid-19 pandemic, and lower
revenues from commercial printing. These declines were partially offset by higher Wirecutter affiliate referral
revenues and licensing revenue related to Facebook News, to which the Company licenses select content for access by
its users.
2019 Compared with 2018
Other revenues increased 33.8% in 2019 compared with 2018, primarily due to revenue earned from our
television series, “The Weekly,” as well as growth in commercial printing operations and higher rental revenue from
the lease of additional space in our Company Headquarters.
P. 40 – THE NEW YORK TIMES COMPANY
Operating Costs
Effective with the quarter ended March 29, 2020, the Company changed the Operating costs captions on its
Consolidated Statement of Operations. See Note 19 of the Notes to the Consolidated Financial Statements for more
detail.
Operating costs were as follows:
(In thousands)
Operating costs:
Years Ended
% Change
December 27,
2020
December 29,
2019
December 30,
2018
2020 vs.
2019
2019 vs.
2018
Cost of revenue (excluding depreciation and
amortization)
$
960,222
$
989,029
$
947,884
Sales and marketing
Product development
General and administrative
Depreciation and amortization
229,040
132,428
223,557
62,136
272,657
105,514
206,778
60,661
271,164
84,098
196,621
59,011
Total operating costs
$
1,607,383
$
1,634,639
$
1,558,778
The components of operating costs as a percentage of total operating costs were as follows:
(2.9)
(16.0)
25.5
8.1
2.4
(1.7)
4.3
0.6
25.5
5.2
2.8
4.9
Components of operating costs as a percentage of total operating costs
Cost of revenue (excluding depreciation and amortization)
Sales and marketing
Product development
General and administrative
Depreciation and amortization
Total
Years Ended
December 27,
2020
December 29,
2019
December 30,
2018
60 %
14 %
8 %
14 %
4 %
61 %
17 %
6 %
12 %
4 %
61 %
17 %
5 %
13 %
4 %
100 %
100 %
100 %
The components of operating costs as a percentage of total revenues were as follows:
Components of operating costs as a percentage of total revenues
Cost of revenue (excluding depreciation and amortization)
Sales and marketing
Product development
General and administrative
Depreciation and amortization
Total
Years Ended
December 27,
2020
December 29,
2019
December 30,
2018
54 %
13 %
7 %
13 %
3 %
90 %
55 %
15 %
6 %
11 %
3 %
90 %
54 %
16 %
5 %
11 %
3 %
89 %
THE NEW YORK TIMES COMPANY – P. 41
Cost of Revenue (excluding depreciation and amortization)
Cost of revenue includes all costs related to content creation, subscriber and advertiser servicing, and print
production and distribution as well as infrastructure costs related to delivering digital content, which include all
cloud and cloud-related costs as well as compensation for employees that enhance and maintain our platforms.
2020 Compared with 2019
Cost of revenue decreased $28.8 million in 2020 compared with 2019, primarily driven by a $53.4 million
decrease in print production and distribution costs and a decrease in advertising servicing costs of $28.1 million,
partially offset by higher journalism costs of $24.8 million, higher digital content delivery costs of $16.2 million, and
higher subscriber servicing costs of $11.7 million. The decrease in print production and distribution costs was largely
due to fewer print copies produced and newsprint pricing, as well as lower outside printing and distribution costs.
The decrease in advertising servicing costs was a result of the closure of our HelloSociety and Fake Love digital
marketing agencies, as well as lower volume of creative services campaigns and live events. Higher journalism costs
were due to an increase in the number of newsroom employees, partially offset by lower costs related to our
television series. The increase in digital content delivery costs were due to a growth in the number of employees and
higher cloud-related costs. The increase in subscriber servicing costs was primarily due to higher credit card
processing fees and third-party commissions due to increased subscriptions.
2019 Compared with 2018
Cost of revenue increased $41.1 million in 2019 compared with 2018, primarily driven by a $41.5 million
increase in journalism costs, higher subscriber servicing costs of $8.9 million, and higher digital content and delivery
costs of $3.1 million, partially offset by a decrease in print production and distribution costs of $14.2 million. The
increase in journalism was largely due to the increase in newsroom employees and higher costs related to our
television series. The increase in subscriber servicing costs was primarily due to higher credit card processing fees
and third-party commissions due to increased subscriptions. The increase in digital content delivery costs was largely
due to a growth in the number of employees and higher cloud costs. The decrease in print production and
distribution costs was largely due to fewer print copies produced and lower outside printing expenses, partially offset
by higher newsprint pricing.
Sales and Marketing
Sales and marketing includes costs related to the Company’s marketing efforts as well as advertising sales costs.
2020 Compared with 2019
Sales and marketing costs decreased in 2020 by $43.6 million compared with 2019, primarily due to lower
media expenses and advertising sales costs.
Media expenses, a component of sales and marketing costs that represents the cost to promote our subscription
business, decreased to $129.6 million in 2020 from $156.9 million in 2019, as the Company reduced its marketing
spend.
2019 Compared with 2018
Sales and marketing costs increased in 2019 by $1.5 million compared with 2018, primarily driven by an
increase in media expenses and advertising sales costs, partially offset by a lower number of employees.
Media expenses increased to $156.9 million in 2019 from $131.5 million in 2018 as the Company increased its
marketing spend to promote its subscription business and brand.
Product Development
Product development includes costs associated with the Company’s investment into developing and enhancing
new and existing product technology, including engineering, product development and data insights.
2020 Compared with 2019
Product development costs increased in 2020 by $26.9 million compared with 2019, largely due to growth in the
number of digital product development employees to support our digital subscription strategic initiatives.
P. 42 – THE NEW YORK TIMES COMPANY
2019 Compared with 2018
Product development costs increased in 2019 by $21.4 million compared with 2018, primarily due to a growth
in the number of employees to support our digital subscription strategic initiatives.
General and Administrative Costs
General and administrative costs include general management, corporate enterprise technology, building
operations, unallocated overhead costs, severance and multiemployer pension plan withdrawal costs.
2020 Compared with 2019
General and administrative costs increased in 2020 by $16.8 million compared with 2019, primarily as a result of
growth in the number of employees, as well as higher outside services costs.
2019 Compared with 2018
General and administrative costs increased in 2019 by $10.2 million compared with 2018, primarily due to a
growth in the number of employees.
Depreciation and Amortization
2020 Compared with 2019
Depreciation and amortization costs increased in 2020 compared with 2019 due to equipment and building
projects that started depreciating during 2020.
2019 Compared with 2018
Depreciation and amortization costs increased in 2019 compared with 2018 due to building and software
projects that were placed in service and started depreciating in the second half of 2018.
Other Items
See Note 7 of the Notes to the Consolidated Financial Statements for more information regarding other items.
NON-OPERATING ITEMS
Investments in Joint Ventures
See Note 6 of the Notes to the Consolidated Financial Statements for information regarding our joint venture
investments.
Interest Expense and Other, Net
See Note 7 of the Notes to the Consolidated Financial Statements for information regarding interest expense
and other.
Income Taxes
See Note 12 of the Notes to the Consolidated Financial Statements for information regarding income taxes.
Other Components of Net Periodic Benefit Costs
See Note 9 and 10 of the Notes to the Consolidated Financial Statements for information regarding other
components of net periodic benefit costs.
Non-GAAP Financial Measures
We have included in this report certain supplemental financial information derived from consolidated financial
information but not presented in our financial statements prepared in accordance with GAAP. Specifically, we have
referred to the following non-GAAP financial measures in this report:
• diluted earnings per share from continuing operations excluding severance, non-operating retirement costs
and the impact of special items (or adjusted diluted earnings per share from continuing operations);
• operating profit before depreciation, amortization, severance, multiemployer pension plan withdrawal costs
and special items (or adjusted operating profit); and
THE NEW YORK TIMES COMPANY – P. 43
• operating costs before depreciation, amortization, severance and multiemployer pension plan withdrawal
costs (or adjusted operating costs).
The special items in 2020 consisted of:
• a $10.1 million gain ($7.4 million after tax or $0.04 per share) related to a non-marketable equity investment
transaction. The gain is comprised of $2.5 million realized gain due to the partial sale of the investment and a
$7.6 million unrealized gain due to the mark to market of the remaining investment, and is included in
Interest income/(expense) and other, net in our Consolidated Statements of Operations.
• A $5 million gain ($3.1 million or $0.02 per share after tax and net of noncontrolling interest) reflecting our
proportionate share of a distribution from the pending liquidation of Madison, in which the Company has an
investment through a subsidiary.
• $80.6 million in pension settlement charges ($59.1 million after tax or $0.35 per share) in connection with the
transfer of certain pension benefit obligations to an insurer.
The special items in 2019 consisted of:
• a $4.0 million charge ($3.0 million after tax or $0.02 per share) related to restructuring charges, including
impairment and severance charges related to the closure of our digital marketing agency, HelloSociety, LLC;
and
• a $2.0 million gain ($1.5 million after tax or $0.01 per share) from a multiemployer pension plan liability
adjustment.
We have included these non-GAAP financial measures because management reviews them on a regular basis
and uses them to evaluate and manage the performance of our operations. We believe that, for the reasons outlined
below, these non-GAAP financial measures provide useful information to investors as a supplement to reported
diluted earnings/(loss) per share from continuing operations, operating profit/(loss) and operating costs. However,
these measures should be evaluated only in conjunction with the comparable GAAP financial measures and should
not be viewed as alternative or superior measures of GAAP results.
Adjusted diluted earnings per share provides useful information in evaluating the Company’s period-to-period
performance because it eliminates items that the Company does not consider to be indicative of earnings from
ongoing operating activities. Adjusted operating profit is useful in evaluating the ongoing performance of the
Company’s business as it excludes the significant non-cash impact of depreciation and amortization, as well as items
not indicative of ongoing operating activities. Total operating costs include depreciation, amortization, severance and
multiemployer pension plan withdrawal costs. Total operating costs excluding these items provide investors with
helpful supplemental information on the Company’s underlying operating costs that is used by management in its
financial and operational decision-making.
Management considers special items, which may include impairment charges, pension settlement charges and
other items that arise from time to time, to be outside the ordinary course of our operations. Management believes
that excluding these items provides a better understanding of the underlying trends in the Company’s operating
performance and allows more accurate comparisons of the Company’s operating results to historical performance. In
addition, management excludes severance costs, which may fluctuate significantly from quarter to quarter, because it
believes these costs do not necessarily reflect expected future operating costs and do not contribute to a meaningful
comparison of the Company’s operating results to historical performance.
Included in our non-GAAP financial measures are non-operating retirement costs which are primarily tied to
financial market performance and changes in market interest rates and investment performance. Management
considers non-operating retirement costs to be outside the performance of the business and believes that presenting
adjusted diluted earnings per share from continuing operations excluding non-operating retirement costs and
presenting adjusted operating results excluding multiemployer pension plan withdrawal costs, in addition to the
Company’s GAAP diluted earnings per share from continuing operations and GAAP operating results, provide
increased transparency and a better understanding of the underlying trends in the Company’s operating business
performance.
P. 44 – THE NEW YORK TIMES COMPANY
Reconciliations of non-GAAP financial measures from, respectively, diluted earnings per share from continuing
operations, operating profit and operating costs, the most directly comparable GAAP items, as well as details on the
components of non-operating retirement costs, are set out in the tables below.
Reconciliation of diluted earnings per share from continuing operations excluding severance, non-operating retirement costs and
special items (or adjusted diluted earnings per share from continuing operations)
Diluted earnings per share from continuing operations
$
0.60
$
0.83
(27.7) %
Years Ended
% Change
December 27,
2020
December 29,
2019
2020 vs.
2019
Add:
Severance
Non-operating retirement costs:
Multiemployer pension plan withdrawal costs
Other components of net periodic benefit costs
Special items:
Restructuring charge
Gain from non-marketable equity security
Gain from pension liability adjustment
Gain from joint venture, net of noncontrolling interest
Pension settlement charge
Income tax expense of adjustments
0.04
0.03
0.05
—
(0.06)
—
(0.03)
0.48
(0.14)
0.02
*
0.04
0.04
0.02
—
(0.01)
—
—
(0.03)
(25.0) %
25.0 %
*
*
*
*
*
*
Adjusted diluted earnings per share from continuing operations (1)
$
0.97
$
0.92
5.4 %
* Represents a change equal to or in excess of 100% or one that is not meaningful.
(1) Amounts may not add due to rounding.
THE NEW YORK TIMES COMPANY – P. 45
Reconciliation of operating profit before depreciation and amortization, severance, multiemployer pension plan withdrawal costs and
special items (or adjusted operating profit)
(In thousands)
Operating profit
Add:
Depreciation and amortization
Severance
Multiemployer pension plan withdrawal costs
Special items:
Restructuring charge
Gain from pension liability adjustment
Years Ended
% Change
December 27,
2020
December 29,
2019
2020 vs.
2019
$
176,256
175,582
0.4 %
62,136
6,675
5,550
—
—
60,661
2.4%
3,979
6,183
67.8
(10.2) %
4,008
(2,045)
*
*
Adjusted operating profit
$
250,617
$
248,368
0.9 %
* Represents a change equal to or in excess of 100% or one that is not meaningful.
Reconciliation of operating costs before depreciation and amortization, severance and multiemployer pension plan withdrawal costs
(or adjusted operating costs)
(In thousands)
Operating costs
Less:
Depreciation and amortization
Severance
Multiemployer pension plan withdrawal costs
Years Ended
% Change
December 27,
2020
December 29,
2019
2020 vs.
2019
$
1,607,383
$
1,634,639
(1.7) %
62,136
6,675
5,550
60,661
2.4%
3,979
6,183
67.8
(10.2) %
(2.0) %
Adjusted operating costs
$
1,533,022
$
1,563,816
* Represents a change equal to or in excess of 100% or one that is not meaningful.
P. 46 – THE NEW YORK TIMES COMPANY
LIQUIDITY AND CAPITAL RESOURCES
Overview
The following table presents information about our financial position.
Financial Position Summary
(In thousands, except ratios)
Cash and cash equivalents
Marketable securities
Total New York Times Company stockholders’ equity
Ratios:
% Change
December 27,
2020
December 29,
2019
2020 vs. 2019
$
286,079
$
230,431
595,911
453,481
1,325,517
1,172,003
24.1
31.4
13.1
Current assets to current liabilities
1.72
1.64
* Represents an increase or decrease in excess of 100%.
Our primary sources of cash inflows from operations were revenues from subscription and advertising sales.
Subscription and advertising revenues provided about 67% and 22%, respectively, of total revenues in 2020. The
remaining cash inflows were primarily from other revenue sources such as licensing, affiliate referrals, the leasing of
floors in the Company Headquarters, commercial printing, television and film, retail commerce and our live events
business.
Our primary sources of cash outflows were for employee compensation and benefits and other operating
expenses. We believe our cash and cash equivalents, marketable securities balance and cash provided by operations,
in combination with other sources of cash, will be sufficient to meet our financing needs over the next 12 months.
We have continued to strengthen our liquidity position and our debt profile. As of December 27, 2020, we had
cash and cash equivalents and marketable securities of $882.0 million. Our cash and cash equivalents and marketable
securities balances increased in 2020, primarily due to cash proceeds from operating activities, partially offset by
dividend payments, capital expenditures, consideration paid for acquisitions, and share-based compensation tax
withholding.
We have paid quarterly dividends on the Class A and Class B Common Stock since late 2013. In February 2021,
the Board of Directors approved a quarterly dividend of $0.07 per share, an increase of $0.01 per share from the
previous quarter. We currently expect to continue to pay comparable cash dividends in the future, although changes
in our dividend program will be considered by our Board of Directors in light of our earnings, capital requirements,
financial condition and other factors considered relevant.
During 2020, we made contributions of $9.5 million to certain qualified pension plans funded by cash on hand.
As of December 27, 2020, our qualified pension plans had plan assets that were $36.2 million above the present value
of future benefits obligations, an improvement of $47.8 million from an underfunded balance of $11.6 million as of
December 29, 2019. We expect contributions made to satisfy minimum funding requirements to total
approximately $10 million in 2021. In October 2020, we entered into an agreement with an insurance company to
transfer the future benefit obligations and annuity administration for certain retirees (or their beneficiaries) in The
New York Times Companies Pension Plan (the ”Pension Plan”). This transfer of plan assets and obligations reduced
the Company’s qualified pension plan obligations by $236.3 million.
In early 2015, the Board of Directors authorized up to $101.1 million of repurchases of shares of the Company’s
Class A common stock. As of December 27, 2020, repurchases under this authorization totaled $84.9 million
(excluding commissions) and $16.2 million remained. Our Board of Directors has authorized us to purchase shares
from time to time, subject to market conditions and other factors. There is no expiration date with respect to this
authorization. There have been no purchases under this authorization since 2016.
THE NEW YORK TIMES COMPANY – P. 47
Capital Resources
Sources and Uses of Cash
Cash flows provided by/(used in) by category were as follows:
(In thousands)
Operating activities
Investing activities
Financing activities
* Represents an increase or decrease in excess of 100%.
Operating Activities
Years Ended
% Change
December 27,
2020
December 29,
2019
2020 vs. 2019
$
$
$
297,933
$
189,898
(199,080) $
93,212
56.9
*
(44,973) $
(295,291)
(84.8)
Cash from operating activities is generated by cash receipts from subscriptions, advertising sales and other
revenue. Operating cash outflows include payments for employee compensation, pension and other benefits, raw
materials, marketing expenses, interest and income taxes.
Net cash provided by operating activities increased in 2020 compared with 2019 due to lower cash payments
for operating expenses, higher cash payments received from accounts receivable and prepaid subscriptions, and the
timing of cash payments for operating liabilities.
Investing Activities
Cash from investing activities generally includes proceeds from marketable securities that have matured and
the sale of assets, investments or a business. Cash used in investing activities generally includes purchases of
marketable securities, payments for capital projects, acquisitions of new businesses and investments.
Net cash used in investing activities in 2020 was primarily related to $141.2 in net purchases of marketable
securities, $34.5 million in capital expenditures payments, and $33.1 million in consideration paid for acquisitions.
Financing Activities
Cash from financing activities generally includes borrowings under third-party financing arrangements, the
issuance of long-term debt and funds from stock option exercises. Cash used in financing activities generally includes
the repayment of amounts outstanding under third-party financing arrangements, the payment of dividends, the
payment of long-term debt and capital lease obligations, and stock-based compensation tax withholding.
Net cash used in financing activities in 2020 was primarily related to dividend payments of $38.4 million and
tax payments made in connection with our stock-based compensation of $11.7 million.
See “— Third-Party Financing” below and our Consolidated Statements of Cash Flows for additional
information on our sources and uses of cash.
Restricted Cash
We were required to maintain $15.9 million of restricted cash as of December 27, 2020, and $17.1 million as of
December 29, 2019, substantially all of which is set aside to collateralize workers’ compensation obligations.
Capital Expenditures
Capital expenditures totaled approximately $30 million and $49 million in 2020 and 2019, respectively. The
decrease in capital expenditures was primarily driven by lower expenditures related to the build-out of additional
office space in Long Island City, N.Y., and lower expenditures related to improvements at our College Point, N.Y.,
printing and distribution facility. The cash payments related to the capital expenditures totaled approximately $34
million and $45 million in 2020 and 2019, respectively.
Third-Party Financing
As of December 27, 2020, there were no outstanding borrowings under the Credit Facility and the Company
P. 48 – THE NEW YORK TIMES COMPANY
was in compliance with the financial covenants contained in the Credit Facility. See Note 7 for information regarding
the Credit Facility.
Contractual Obligations
The information provided is based on management’s best estimate and assumptions of our contractual
obligations as of December 27, 2020. Actual payments in future periods may vary from those reflected in the table.
(In thousands)
Operating leases(1)
Benefit plans(2)
Total
Payment due in
Total
2021
2022-2023
2024-2025
Later Years
74,349
376,648
11,356
50,450
19,466
91,440
14,888
79,048
28,639
155,710
$
450,997
$
61,806
$
110,906
$
93,936
$
184,349
(1) See Note 17 of the Notes to the Consolidated Financial Statements for additional information related to our operating leases.
(2) The Company's general funding policy with respect to qualified pension plans is to contribute amounts at least sufficient to satisfy the minimum
amount required by applicable law and regulations. Contributions for our qualified pension plans and future benefit payments for our unfunded
pension and other postretirement benefit payments have been estimated over a 10-year period; therefore, the amounts included in the “Later
Years” column only include payments for the period of 2026-2030. For our funded qualified pension plans, estimating funding depends on
several variables, including the performance of the plans' investments, assumptions for discount rates, expected long-term rates of return on
assets, rates of compensation increases (applicable only for the Guild-Times Adjustable Pension Plan that has not been frozen) and other
factors. Thus, our actual contributions could vary substantially from these estimates. While benefit payments under these plans are expected to
continue beyond 2030, we have included in this table only those benefit payments estimated over the next 10 years. Benefit plans in the table
above also include estimated payments for multiemployer pension plan withdrawal liabilities. See Notes 9 and 10 of the Notes to the
Consolidated Financial Statements for additional information related to our pension and other postretirement benefits plans.
Other Liabilities — Other in our Consolidated Balance Sheets include liabilities related to (1) deferred
compensation, primarily related to our deferred executive compensation plan (the “DEC”) and (2) various other
liabilities, including our contingent tax liability for uncertain tax positions and contingent consideration. These
liabilities are not included in the table above primarily because the timing of the future payments is not
determinable. See Note 11 of the Notes to the Consolidated Financial Statements for additional information.
The DEC previously enabled certain eligible executives to elect to defer a portion of their compensation on a
pre-tax basis. The deferred amounts are invested at the executives’ option in various mutual funds. The fair value of
deferred compensation is based on the mutual fund investments elected by the executives and on quoted prices in
active markets for identical assets. The fair value of deferred compensation was $22.2 million as of December 27, 2020.
The DEC was frozen effective December 31, 2015, and no new contributions may be made into the plan. See Note 11
of the Notes to the Consolidated Financial Statements for additional information on Other Liabilities — Other.
Our liability for uncertain tax positions was approximately $8 million, including approximately $1 million of
accrued interest as of December 27, 2020. Until formal resolutions are reached between us and the taxing authorities,
determining the timing and amount of possible audit settlements relating to uncertain tax positions is not practicable.
Therefore, we do not include this obligation in the table of contractual obligations. See Note 12 of the Notes to the
Consolidated Financial Statements for additional information regarding income taxes.
The contingent consideration represents contingent payments in connection with the acquisition of
substantially all the assets and certain liabilities of Serial Productions, LLC. The Company estimated the fair value of
the contingent consideration liability using a probability-weighted discounted cash flow model. The estimate of the
fair value of contingent consideration requires subjective assumptions to be made regarding probabilities assigned to
operational targets and the discount rate. The contingent consideration balance of $8.4 million as of December 27,
2020, is included in Accrued expenses and other, for the current portion of the liability, and Other non-current
liabilities, for the long-term portion of the liability, in our Consolidated Balance Sheets. See Note 5 for more
information.
We have a contract through the end of 2022 with Resolute FP US Inc., a subsidiary of Resolute Forest Products
Inc., a major paper supplier, to purchase newsprint. The contract requires us to purchase annually the lesser of a fixed
number of tons or a percentage of our total newsprint requirement at market rate in an arm’s length transaction. Since
the quantities of newsprint purchased annually under this contract are based on our total newsprint requirement, the
amount of the related payments for these purchases is excluded from the table above.
THE NEW YORK TIMES COMPANY – P. 49
Off-Balance Sheet Arrangements
We did not have any material off-balance sheet arrangements as of December 27, 2020.
CRITICAL ACCOUNTING POLICIES
Our Consolidated Financial Statements are prepared in accordance with GAAP. The preparation of these
financial statements requires management to make estimates and assumptions that affect the amounts reported in the
Consolidated Financial Statements for the periods presented.
We continually evaluate the policies and estimates we use to prepare our Consolidated Financial Statements. In
general, management’s estimates are based on historical experience, information from third-party professionals and
various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results may
differ from those estimates made by management.
Our critical accounting policies include our accounting for goodwill and intangibles, retirement benefits,
revenue recognition and income taxes. Specific risks related to our critical accounting policies are discussed below.
Goodwill and Intangibles
We evaluate whether there has been an impairment of goodwill or intangible assets not amortized on an annual
basis or in an interim period if certain circumstances indicate that a possible impairment may exist. For a description
of our related accounting policies, refer to Note 2 of the Notes to the Consolidated Financial Statements.
(In thousands)
Goodwill
Intangibles
Total assets
Percentage of goodwill and intangibles to total assets
December 27,
2020
December 29,
2019
$
$
171,657
16,298
$
$
138,674
2,984
$ 2,307,689
$ 2,089,138
8 %
7 %
The impairment analysis is considered critical because of the significance of goodwill and intangibles to our
Consolidated Balance Sheets.
We test for goodwill impairment at a reporting unit level. We first perform a qualitative assessment to
determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value.
If we determine that it is more likely than not that the fair value of a reporting unit is less than its carrying
value, we compare the fair value of a reporting unit with its carrying amount, including goodwill. Fair value is
calculated by a combination of a discounted cash flow model and a market approach model.
The discounted cash flow analysis requires us to make various judgments, estimates and assumptions, many of
which are interdependent, about future revenues, operating margins, growth rates, capital expenditures, working
capital, discount rates and royalty rates. The starting point for the assumptions used in our discounted cash flow
analysis is the annual long-range financial forecast. The annual planning process that we undertake to prepare the
long-range financial forecast takes into consideration a multitude of factors, including historical growth rates and
operating performance, related industry trends, macroeconomic conditions, and marketplace data, among others.
Assumptions are also made for perpetual growth rates for periods beyond the long-range financial forecast period.
Our estimates of fair value are sensitive to changes in all of these variables, certain of which relate to broader
macroeconomic conditions outside our control.
The market approach analysis includes applying a multiple, based on comparable market transactions, to
certain operating metrics of a reporting unit.
The significant estimates and assumptions used by management in assessing the recoverability of goodwill and
intangibles are estimated future cash flows, discount rates, growth rates, as well as other factors. Any changes in these
estimates or assumptions could result in an impairment charge. The estimates, based on reasonable and supportable
assumptions and projections, require management’s subjective judgment. Depending on the assumptions and
estimates used, the estimated results of the impairment tests can vary within a range of outcomes.
P. 50 – THE NEW YORK TIMES COMPANY
For the 2020 annual impairment testing, based on our qualitative assessment, we concluded that goodwill is not
impaired.
Retirement Benefits
Our single-employer pension and other postretirement benefit costs and obligations are accounted for using
actuarial valuations. We recognize the funded status of these plans – measured as the difference between plan assets,
if funded, and the benefit obligation – on the balance sheet and recognize changes in the funded status that arise
during the period but are not recognized as components of net periodic pension cost, within other comprehensive
income/(loss), net of tax. The assets related to our funded pension plans are measured at fair value.
We also recognize the present value of liabilities associated with the withdrawal from multiemployer pension
plans.
We consider accounting for retirement plans critical to our operations because management is required to make
significant subjective judgments about a number of actuarial assumptions, which include discount rates, long-term
return on plan assets and mortality rates. These assumptions may have an effect on the amount and timing of future
contributions. Depending on the assumptions and estimates used, the impact from our pension and other
postretirement benefits could vary within a range of outcomes and could have a material effect on our Consolidated
Financial Statements.
See “— Pensions and Other Postretirement Benefits” below for more information on our retirement benefits.
Revenue Recognition
Our contracts with customers sometimes include promises to transfer multiple products and services to a
customer. Determining whether products and services are considered distinct performance obligations that should be
accounted for separately versus together may require significant judgment. We use an observable price to determine
the standalone selling price for separate performance obligations if available or, when not available, an estimate that
maximizes the use of observable inputs and faithfully depicts the selling price of the promised goods or services if we
sold those goods or services separately to a similar customer in similar circumstances.
Income Taxes
We consider accounting for income taxes critical to our operating results because management is required to
make significant subjective judgments in developing our provision for income taxes, including the determination of
deferred tax assets and liabilities, and any valuation allowances that may be required against deferred tax assets.
Income taxes are recognized for the following: (1) the amount of taxes payable for the current year and (2)
deferred tax assets and liabilities for the future tax consequences of events that have been recognized differently in
the financial statements than for tax purposes. Deferred tax assets and liabilities are established using statutory tax
rates and are adjusted for tax rate changes in the period of enactment.
We assess whether our deferred tax assets shall be reduced by a valuation allowance if it is more likely than not
that some portion or all of the deferred tax assets will not be realized. Our process includes collecting positive (i.e.,
sources of taxable income) and negative (i.e., recent historical losses) evidence and assessing, based on the evidence,
whether it is more likely than not that the deferred tax assets will not be realized.
We release tax effects from accumulated other comprehensive income/(loss) for pension and other
postretirement benefits on a plan by plan approach.
We recognize in our financial statements the impact of a tax position if that tax position is more likely than not
of being sustained on audit, based on the technical merits of the tax position. This involves the identification of
potential uncertain tax positions, the evaluation of tax law and an assessment of whether a liability for uncertain tax
positions is necessary. Different conclusions reached in this assessment can have a material impact on the
Consolidated Financial Statements.
We operate within multiple taxing jurisdictions and are subject to audit in these jurisdictions. These audits can
involve complex issues, which could require an extended period of time to resolve. Until formal resolutions are
reached between us and the taxing authorities, determining the timing and amount of possible audit settlements
relating to uncertain tax positions is not practicable.
THE NEW YORK TIMES COMPANY – P. 51
PENSIONS AND OTHER POSTRETIREMENT BENEFITS
We maintain the Pension Plan, a frozen single-employer defined benefit pension plan. The Company and The
NewsGuild of New York (the “Guild”) jointly sponsor the Guild-Times Adjustable Pension Plan (the “APP”), which
continues to accrue active benefits. Effective January 1, 2018, the Company became the sole sponsor of the frozen
Newspaper Guild of New York - The New York Times Pension Plan (the “Guild-Times Plan”). The Guild-Times Plan
was previously joint trusteed between the Guild and the Company. Effective December 31, 2018, the Guild-Times
Plan and the Retirement Annuity Plan For Craft Employees of The New York Times Companies were merged into the
Pension Plan. Our pension liability also includes our multiemployer pension plan withdrawal obligations. Our
liability for postretirement obligations includes our liability to provide health benefits to eligible retired employees.
The table below includes the liability for all of these plans.
(In thousands)
Pension and other postretirement liabilities (includes current portion)
Total liabilities
December 27,
2020
December 29,
2019
$
$
397,918
979,578
$
$
384,670
915,275
Percentage of pension and other postretirement liabilities to total liabilities
40.6 %
42.0 %
Pension Benefits
Our Company-sponsored defined benefit pension plans include qualified plans (funded) as well as non-
qualified plans (unfunded). These plans provide participating employees with retirement benefits in accordance with
benefit formulas detailed in each plan. All of our non-qualified plans, which provide enhanced retirement benefits to
select employees, are frozen, except for a foreign-based pension plan discussed below.
Our joint Company and Guild-sponsored plan is a qualified plan and is included in the table below.
We also have a foreign-based pension plan for certain non-U.S. employees (the “foreign plan”). The information
for the foreign plan is combined with the information for U.S. non-qualified plans. The benefit obligation of the
foreign plan is immaterial to our total benefit obligation.
The funded status of our qualified and non-qualified pension plans as of December 27, 2020, is as follows:
(In thousands)
Pension obligation
Fair value of plan assets
Pension asset/obligation, net
December 27, 2020
Qualified
Plans
Non-Qualified
Plans
All Plans
$
1,549,012
$
259,593
$
1,808,605
1,585,221
—
1,585,221
$
36,209
$
(259,593) $
(223,384)
We made contributions of approximately $10 million to the APP in 2020. We expect contributions made to
satisfy minimum funding requirements to total approximately $10 million in 2021.
Pension expense is calculated using a number of actuarial assumptions, including an expected long-term rate of
return on assets (for qualified plans) and a discount rate. Our methodology in selecting these actuarial assumptions is
discussed below.
In determining the expected long-term rate of return on assets, we evaluated input from our investment
consultants, actuaries and investment management firms, including our review of asset class return expectations, as
well as long-term historical asset class returns. Projected returns by such consultants and economists are based on
broad equity and bond indices. Our objective is to select an average rate of earnings expected on existing plan assets
and expected contributions to the plan (less plan expenses to be incurred) during the year. The expected long-term
rate of return determined on this basis was 4.75% at the beginning of 2020. Our plan assets had an average rate of
return of approximately 16.99% in 2020 and an average annual return of approximately 11.15% over the three-year
P. 52 – THE NEW YORK TIMES COMPANY
period 2018-2020. We regularly review our actual asset allocation and periodically rebalance our investments to meet
our investment strategy.
The market-related value of plan assets is multiplied by the expected long-term rate of return on assets to
compute the expected return on plan assets, a component of net periodic pension cost. The market-related value of
plan assets is a calculated value that recognizes changes in fair value over three years.
Based on the composition of our assets at the end of the year, we estimated our 2021 expected long-term rate of
return to be 3.75%. If we had decreased our expected long-term rate of return on our plan assets by 50 basis points in
2020, pension expense would have increased by approximately $7 million for our qualified pension plans. Our
funding requirements would not have been materially affected.
We determined our discount rate using a Ryan ALM, Inc. Curve (the “Ryan Curve”). The Ryan Curve provides
the bonds included in the curve and allows adjustments for certain outliers (i.e., bonds on “watch”). We believe the
Ryan Curve allows us to calculate an appropriate discount rate.
To determine our discount rate, we project a cash flow based on annual accrued benefits. For active
participants, the benefits under the respective pension plans are projected to the date of termination. The projected
plan cash flow is discounted to the measurement date, which is the last day of our fiscal year, using the annual spot
rates provided in the Ryan Curve. A single discount rate is then computed so that the present value of the benefit
cash flow equals the present value computed using the Ryan Curve rates.
The weighted-average discount rate determined on this basis was 2.64% for our qualified plans and 2.39% for
our non-qualified plans as of December 27, 2020.
If we had decreased the expected discount rate by 50 basis points for our qualified plans and our non-qualified
plans in 2020, pension expense would have decreased by approximately $0.3 million and our pension obligation
would have increased by approximately $117 million as of December 27, 2020.
We will continue to evaluate all of our actuarial assumptions, generally on an annual basis, and will adjust as
necessary. Actual pension expense will depend on future investment performance, changes in future discount rates,
the level of contributions we make and various other factors.
We also recognize the present value of pension liabilities associated with the withdrawal from multiemployer
pension plans. Our multiemployer pension plan withdrawal liability was approximately $76 million as of
December 27, 2020. This liability represents the present value of the obligations related to complete and partial
withdrawals that have already occurred as well as an estimate of future partial withdrawals that we considered
probable and reasonably estimable. For those plans that have yet to provide us with a demand letter, the actual
liability will not be known until they complete a final assessment of the withdrawal liability and issue a demand to
us. Therefore, the estimate of our multiemployer pension plan liability will be adjusted as more information becomes
available that allows us to refine our estimates.
See Note 9 of the Notes to the Consolidated Financial Statements for additional information regarding our
pension plans.
Other Postretirement Benefits
We provide health benefits to certain primarily grandfathered retired employee groups (and their eligible
dependents) who meet the definition of an eligible participant and certain age and service requirements, as outlined
in the plan document. There is a de minimis liability for retiree health benefits for active employees. While we offer
pre-age 65 retiree medical coverage to employees who meet certain retiree medical eligibility requirements, we do not
provide post-age 65 retiree medical benefits for employees who retired on or after March 1, 2009. We accrue the costs
of postretirement benefits during the employees’ active years of service and our policy is to pay our portion of
insurance premiums and claims from general corporate assets.
See Note 10 of the Notes to the Consolidated Financial Statements for additional information regarding our
other postretirement benefits.
RECENT ACCOUNTING PRONOUNCEMENTS
See Note 2 of the Notes to the Consolidated Financial Statements for information regarding recent accounting
pronouncements.
THE NEW YORK TIMES COMPANY – P. 53
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our market risk is principally associated with the following:
• Our exposure to changes in interest rates relates primarily to interest earned and market value on our cash
and cash equivalents, and marketable securities. Our cash and cash equivalents and marketable securities
consist of cash, money market funds, certificates of deposit, U.S. Treasury securities, U.S. government agency
securities, commercial paper, and corporate debt securities. Our investment policy and strategy are focused
on preservation of capital and supporting our liquidity requirements. Changes in U.S. interest rates affect the
interest earned on our cash and cash equivalents and marketable securities, and the market value of those
securities. A hypothetical 100 basis point increase in interest rates would have resulted in a decrease of
approximately $5 million in the market value of our marketable debt securities as of December 27, 2020, and
December 29, 2019. Any realized gains or losses resulting from such interest rate changes would only occur if
we sold the investments prior to maturity.
• The discount rate used to measure the benefit obligations for our qualified pension plans is determined by
using the Ryan Curve, which provides rates for the bonds included in the curve and allows adjustments for
certain outliers (i.e., bonds on “watch”). Broad equity and bond indices are used in the determination of the
expected long-term rate of return on pension plan assets. Therefore, interest rate fluctuations and volatility of
the debt and equity markets can have a significant impact on asset values, the funded status of our pension
plans and future anticipated contributions. See “Item 7 — Management’s Discussion and Analysis of
Financial Condition and Results of Operations — Pensions and Other Postretirement Benefits.”
• A significant portion of our employees are unionized and our results could be adversely affected if future
labor negotiations or contracts were to further restrict our ability to maximize the efficiency of our operations,
or if a larger percentage of our workforce were to be unionized. In addition, if we are unable to negotiate
labor contracts on reasonable terms, or if we were to experience labor unrest or other business interruptions
in connection with labor negotiations or otherwise, our ability to produce and deliver our products could be
impaired.
See Notes 4, 9 and 10 of the Notes to the Consolidated Financial Statements.
P. 54 – THE NEW YORK TIMES COMPANY
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
THE NEW YORK TIMES COMPANY 2020 FINANCIAL REPORT
INDEX
PAGE
Management’s Responsibility for the Financial Statements
Management’s Report on Internal Control Over Financial Reporting
Report of Independent Registered Public Accounting Firm on Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm on Internal Control Over Financial
Reporting
Consolidated Balance Sheets as of December 27, 2020, and December 29, 2019
Consolidated Statements of Operations for the years ended December 27, 2020, December 29, 2019,
and December 30, 2018
Consolidated Statements of Comprehensive Income/(Loss) for the years ended December 27, 2020,
December 29, 2019, and December 30, 2018
Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 27, 2020,
December 29, 2019, and December 30, 2018
Consolidated Statements of Cash Flows for the years ended December 27, 2020, December 29, 2019,
and December 30, 2018
Notes to the Consolidated Financial Statements
1. Basis of Presentation
2. Summary of Significant Accounting Policies
3. Revenue
4. Marketable Securities
5. Goodwill and Intangibles
6. Investments
7. Other
8. Fair Value Measurements
9. Pension Benefits
10. Other Postretirement Benefits
11. Other Liabilities
12. Income Taxes
13. Earnings/(Loss) Per Share
14. Stock-Based Awards
15. Stockholders’ Equity
16. Segment Information
17. Leases
18. Commitments and Contingent Liabilities
19. Reclassification
20. Subsequent Events
Schedule II – Valuation and Qualifying Accounts for the three years ended December 27, 2020
Quarterly Information (Unaudited)
56
56
57
59
61
63
65
66
67
69
69
69
76
79
81
81
82
84
86
96
100
100
103
103
106
107
107
110
110
112
113
114
THE NEW YORK TIMES COMPANY – P. 55
REPORT OF MANAGEMENT
Management’s Responsibility for the Financial Statements
The Company’s consolidated financial statements were prepared by management, who is responsible for their
integrity and objectivity. The consolidated financial statements have been prepared in accordance with accounting
principles generally accepted in the United States of America (“GAAP”) and, as such, include amounts based on
management’s best estimates and judgments.
Management is further responsible for establishing and maintaining adequate internal control over financial
reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. The Company’s
internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
GAAP. The Company follows and continuously monitors its policies and procedures for internal control over
financial reporting to ensure that this objective is met (see “Management’s Report on Internal Control Over Financial
Reporting” below).
The consolidated financial statements were audited by Ernst & Young LLP, an independent registered public
accounting firm, in 2020, 2019 and 2018. Its audits were conducted in accordance with the standards of the Public
Company Accounting Oversight Board (United States) and its report is shown on Page 57.
The Audit Committee of the Board of Directors, which is composed solely of independent directors, meets
regularly with the independent registered public accounting firm, internal auditors and management to discuss
specific accounting, financial reporting and internal control matters. Both the independent registered public
accounting firm and the internal auditors have full and free access to the Audit Committee. Each year the Audit
Committee selects, subject to ratification by the Company’s stockholders, the firm that is to perform audit and other
related work for the Company.
Management’s Report on Internal Control Over Financial Reporting
Management of the Company is responsible for establishing and maintaining adequate internal control over
financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended.
Our management, with the participation of our principal executive officer and principal financial officer,
assessed the effectiveness of the Company’s internal control over financial reporting as of December 27, 2020, using
the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control
— Integrated Framework (2013 framework). Based on this assessment, management concluded that the Company’s
internal control over financial reporting was effective as of December 27, 2020, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP.
The effectiveness of the Company’s internal control over financial reporting as of December 27, 2020, has been
audited by Ernst & Young LLP, the independent registered public accounting firm that also audited the consolidated
financial statements of the Company included in this Annual Report on Form 10-K. Their report on the Company’s
internal control over financial reporting is included on Page 59 in this Annual Report on Form 10-K.
P. 56 – THE NEW YORK TIMES COMPANY
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of The New York Times Company
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of The New York Times Company (the
Company) as of December 27, 2020 and December 29, 2019, and the related consolidated statements of operations,
comprehensive income/(loss), changes in stockholders’ equity, and cash flows for each of the three fiscal years in the
period ended December 27, 2020, and the related notes and the financial statement schedule listed at Item 15(A)(2) of
The New York Times Company’s 2020 Annual Report on Form 10-K (collectively referred to as the “consolidated
financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the
financial position of The New York Times Company at December 27, 2020 and December 29, 2019, and the results of
its operations and its cash flows for each of the three fiscal years in the period ended December 27, 2020, in
conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board
(United States) (PCAOB), The New York Times Company's internal control over financial reporting as of
December 27, 2020, based on criteria established in Internal Control-Integrated Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 25, 2021
expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of The New York Times Company's management. Our
responsibility is to express an opinion on The New York Times Company’s financial statements based on our audits.
We are a public accounting firm registered with the PCAOB and are required to be independent with respect to The
New York Times Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of
material misstatement of the financial statements, whether due to error or fraud, and performing procedures that
respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and
disclosures in the financial statements. Our audits also included evaluating the accounting principles used and
significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial
statements that was communicated or required to be communicated to the Audit Committee and that: (1) relates to
accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,
subjective or complex judgments. The communication of the critical audit matter does not alter in any way our
opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical
audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosure to which
it relates.
THE NEW YORK TIMES COMPANY – P. 57
Description of
the Matter
Valuation of the pension benefit obligation
At December 27, 2020, the aggregate defined benefit pension obligation was $1,808 million
which exceeded the fair value of pension plan assets of $1,585 million, resulting in an unfunded
defined benefit pension obligation of $223 million. As discussed in Note 2, the Company makes
significant subjective judgments about a number of actuarial assumptions, which include
discount rates and the long-term return on plan assets.
Auditing management’s estimate of the defined benefit pension obligation involves especially
challenging and complex judgments because of the highly subjective nature of the actuarial
assumptions (e.g., discount rate and expected return on plan assets) used in the measurement of
the defined benefit pension obligation and the impact small changes in these assumptions
would have on the measurement of the defined benefit pension obligation and expense.
How We
Addressed the
Matter in Our
Audit
We obtained an understanding, evaluated the design, and tested the operating effectiveness of
controls that address the risks of material misstatement relating to the measurement and
valuation of the defined benefit pension obligation. Specifically, we tested controls over
management’s review of the defined benefit pension obligation, the significant actuarial
assumptions including the discount rate and long-term rate of return, and the data inputs
provided to the actuary.
To test the defined benefit pension obligation, our audit procedures included, among others,
evaluating the methodology used, the significant actuarial assumptions discussed above, and
testing the underlying data used by the Company. We compared the actuarial assumptions used
by management to historical trends and evaluated the change in the components of the defined
benefit pension obligation from prior year due to the change in service cost, interest cost,
actuarial gains and losses, benefit payments, contributions, settlement and other. In addition, we
involved actuarial specialists to assist in evaluating the key assumptions. To evaluate the
discount rate, we independently developed yield curves reflecting an independently selected
subset of bonds. In addition, we discounted the plans’ projected benefit cash outlays with
independently developed yield curves and compared these results to the defined benefit
pension obligation. To evaluate the expected return on plan assets, we independently calculated
a range of returns for each class of plan investments and based on the investment allocations
compared the results to the Company’s selected long-term rate of return.
/s/ Ernst & Young LLP
We have served as The New York Times Company’s auditor since 2007.
New York, New York
February 25, 2021
P. 58 – THE NEW YORK TIMES COMPANY
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of The New York Times Company
Opinion on Internal Control over Financial Reporting
We have audited The New York Times Company’s internal control over financial reporting as of
December 27, 2020, based on criteria established in Internal Control - Integrated Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, The
New York Times Company maintained, in all material respects, effective internal control over financial reporting as of
December 27, 2020, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States) (PCAOB), the accompanying consolidated balance sheets of The New York Times Company
as of December 27, 2020 and December 29, 2019, and the related consolidated statements of operations,
comprehensive income/(loss), changes in stockholders’ equity, and cash flows for each of the three fiscal years in
the period ended December 27, 2020, and the related notes and the financial statement schedule listed at Item
15(A)(2) and our report dated February 25, 2021 expressed an unqualified opinion thereon.
Basis for Opinion
The New York Times Company’s management is responsible for maintaining effective internal control over
financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in
the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to
express an opinion on The New York Times Company’s internal control over financial reporting based on our audit.
We are a public accounting firm registered with the PCAOB and are required to be independent with respect to The
New York Times Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial
reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk
that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control
based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.
We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A company’s internal control over financial reporting
includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with
generally accepted accounting principles, and that receipts and expenditures of the company are being made only in
accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance
regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that
could have a material effect on the financial statements.
THE NEW YORK TIMES COMPANY – P. 59
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies
or procedures may deteriorate.
/s/ Ernst & Young LLP
New York, New York
February 25, 2021
P. 60 – THE NEW YORK TIMES COMPANY
CONSOLIDATED BALANCE SHEETS
(In thousands)
Assets
Current assets
Cash and cash equivalents
Short-term marketable securities
Accounts receivable (net of allowances of $13,797 in 2020 and $14,358 in 2019)
Prepaid expenses
Other current assets
Total current assets
Long-term marketable securities
Property, plant and equipment:
Equipment
Buildings, building equipment and improvements
Software
Land
Assets in progress
Total, at cost
Less: accumulated depreciation and amortization
Property, plant and equipment, net
Goodwill
Deferred income taxes
Miscellaneous assets
Total assets
See Notes to the Consolidated Financial Statements.
December 27,
2020
December 29,
2019
$
286,079
$
230,431
309,080
201,785
183,692
213,402
29,487
27,497
29,089
42,124
835,835
716,831
286,831
251,696
470,505
498,299
722,122
718,194
173,046
237,326
105,710
105,710
9,282
18,473
1,480,665
1,578,002
(886,149)
(950,881)
594,516
627,121
171,657
138,674
99,518
115,229
319,332
239,587
$
2,307,689
$
2,089,138
THE NEW YORK TIMES COMPANY – P. 61
CONSOLIDATED BALANCE SHEETS — continued
(In thousands, except share and per share data)
Liabilities and stockholders’ equity
Current liabilities
Accounts payable
Accrued payroll and other related liabilities
Unexpired subscriptions revenue
Accrued expenses and other
Total current liabilities
Other liabilities
Pension benefits obligation
Postretirement benefits obligation
Other
Total other liabilities
Stockholders’ equity
Common stock of $.10 par value:
December 27,
2020
December 29,
2019
$
123,157
$
116,571
121,159
108,865
105,346
88,419
137,086
123,840
486,748
437,695
326,555
313,655
38,690
37,688
127,585
126,237
492,830
477,580
Class A – authorized: 300,000,000 shares; issued: 2020 – 175,308,672; 2019 – 174,242,668 (including
treasury shares: 2020 – 8,870,801; 2019 – 8,870,801)
17,531
17,424
Class B – convertible – authorized and issued shares: 2020 – 781,724; 2019 – 803,404 (including
treasury shares: 2020 – none; 2019 – none)
Additional paid-in capital
Retained earnings
Common stock held in treasury, at cost
Accumulated other comprehensive loss, net of income taxes:
Foreign currency translation adjustments
Funded status of benefit plans
Unrealized gain on available-for-sale securities
Total accumulated other comprehensive loss, net of income taxes
Total New York Times Company stockholders’ equity
Noncontrolling interest
Total stockholders’ equity
78
80
216,714
208,028
1,672,586
1,612,658
(171,211)
(171,211)
8,386
3,438
(421,698)
(498,986)
3,131
572
(410,181)
(494,976)
1,325,517
1,172,003
2,594
1,860
1,328,111
1,173,863
Total liabilities and stockholders’ equity
$
2,307,689
$
2,089,138
See Notes to the Consolidated Financial Statements.
P. 62 – THE NEW YORK TIMES COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands)
Revenues
Subscription
Advertising
Other
Total revenues
Operating costs
Cost of revenue (excluding depreciation and amortization)
Sales and marketing
Product development
General and administrative
Depreciation and amortization
Total operating costs
Headquarters redesign and consolidation
Restructuring charge
Gain from pension liability adjustment
Operating profit
Other components of net periodic benefit costs
Gain from joint ventures
Interest income/(expense) and other, net
Income from continuing operations before income taxes
Income tax expense
Net income
Years Ended
December 27,
2020
December 29,
2019
December 30,
2018
$
1,195,368
$
1,083,851
$
1,042,571
392,420
195,851
530,678
197,655
558,253
147,774
1,783,639
1,812,184
1,748,598
960,222
229,040
132,428
223,557
62,136
989,029
272,657
105,514
206,778
60,661
947,884
271,164
84,098
196,621
59,011
1,607,383
1,634,639
1,558,778
—
—
—
—
4,008
(2,045)
4,504
—
(4,851)
176,256
175,582
190,167
89,154
5,000
23,330
115,432
14,595
100,837
7,302
—
8,274
10,764
(3,820)
(16,566)
164,460
24,494
139,966
176,091
48,631
127,460
Net income attributable to the noncontrolling interest
(734)
—
(1,776)
Net income attributable to The New York Times Company common stockholders
$
100,103
$
139,966
$
125,684
Amounts attributable to The New York Times Company common stockholders:
Income from continuing operations
Net income
See Notes to the Consolidated Financial Statements.
$
$
100,103
100,103
$
$
139,966
139,966
$
$
125,684
125,684
THE NEW YORK TIMES COMPANY – P. 63
CONSOLIDATED STATEMENTS OF OPERATIONS — continued
(In thousands, except per share data)
Average number of common shares outstanding:
Basic
Diluted
Basic earnings per share attributable to The New York Times Company common
stockholders:
Income from continuing operations
Net income
Diluted earnings per share attributable to The New York Times Company common
stockholders:
Income from continuing operations
Net income
Dividends declared per share
See Notes to the Consolidated Financial Statements.
Years Ended
December 27,
2020
December 29,
2019
December 30,
2018
166,973
168,038
166,042
167,545
164,845
166,939
$
$
$
$
$
0.60 $
0.60 $
0.84 $
0.84 $
0.60 $
0.60 $
0.24 $
0.83 $
0.83 $
0.20 $
0.76
0.76
0.75
0.75
0.16
P. 64 – THE NEW YORK TIMES COMPANY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS)
(In thousands)
Net income
Other comprehensive income/(loss), before tax:
Years Ended
December 27,
2020
December 29,
2019
December 30,
2018
$
100,837
$
139,966
$
127,460
Foreign currency translation adjustments-income/(loss)
6,763
(1,684)
(4,368)
Pension and postretirement benefits obligation
Net unrealized gain/(loss) on available-for-sale securities
Other comprehensive income/(loss), before tax
Income tax expense/(benefit)
Other comprehensive income/(loss), net of tax
105,660
3,497
115,920
31,125
84,795
28,987
3,624
30,927
8,179
22,748
3,910
(300)
(758)
(198)
(560)
Comprehensive income
185,632
162,714
126,900
Comprehensive income attributable to the noncontrolling interest
(734)
—
(1,776)
Comprehensive income attributable to The New York Times Company common
stockholders
$
184,898
$
162,714
$
125,124
See Notes to the Consolidated Financial Statements.
THE NEW YORK TIMES COMPANY – P. 65
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(In thousands,
except share and
per share data)
Capital
Stock
Class A
and
Class B
Common
Additional
Paid-in
Capital
Retained
Earnings
Common
Stock
Held in
Treasury,
at Cost
Accumulated
Other
Comprehensive
Loss, Net of
Income
Taxes
Total
New York
Times
Company
Stockholders’
Equity
Non-
controlling
Interest
Total
Stock-
holders’
Equity
Balance, December 31, 2017
$ 17,108 $ 164,275 $ 1,310,136 $ (171,211) $
(423,029) $
897,279 $
84 $ 897,363
Impact of adopting new
accounting guidance
Net income
Dividends
Other comprehensive income
Issuance of shares:
Stock options – 2,327,046
Class A shares
Restricted stock units vested –
282,723 Class A shares
Performance-based awards –
271,841 Class A shares
Stock-based compensation
—
—
—
—
—
96,707
— 125,684
—
—
(26,523)
—
233
41,055
28
(4,619)
27
—
(5,930)
11,535
—
—
—
—
—
—
—
—
—
—
—
—
(94,135)
2,572
—
2,572
—
—
(560)
125,684
1,776 127,460
(26,523)
—
(26,523)
(560)
—
(560)
—
—
—
—
41,288
—
41,288
(4,591)
—
(4,591)
(5,903)
11,535
—
—
(5,903)
11,535
Balance, December 30, 2018
17,396 206,316 1,506,004 (171,211)
(517,724)
1,040,781
1,860 1,042,641
Net income
Dividends
Other comprehensive loss
Issuance of shares:
Stock options – 419,160
Class A shares
Restricted stock units vested –
246,599 Class A shares
Performance-based awards –
418,491 Class A shares
Stock-based compensation
—
—
—
— 139,966
—
—
(33,312)
—
42
4,478
24
(3,750)
42
(11,964)
—
12,948
—
—
—
—
—
—
—
—
—
—
—
—
—
22,748
139,966
— 139,966
(33,312)
22,748
—
(33,312)
—
22,748
—
—
—
—
4,520
—
4,520
(3,726)
—
(3,726)
(11,922)
12,948
—
(11,922)
—
12,948
Balance, December 29, 2019
17,504 208,028 1,612,658 (171,211)
(494,976)
1,172,003
1,860 1,173,863
Net income
Dividends
Other comprehensive income
Issuance of shares:
Stock options – 644,268
Class A shares
Restricted stock units vested –
142,958 Class A shares
Performance-based awards –
257,098 Class A shares
Stock-based compensation
—
—
—
— 100,103
—
(40,175)
—
—
65
6,006
14
(3,933)
26
(7,852)
—
14,465
—
—
—
—
—
—
—
—
—
—
—
—
—
100,103
734 100,837
(40,175)
—
(40,175)
84,795
84,795
—
84,795
—
—
—
—
6,071
—
6,071
(3,919)
—
(3,919)
(7,826)
14,465
—
(7,826)
—
14,465
Balance, December 27, 2020
$ 17,609 $ 216,714 $ 1,672,586 $ (171,211) $
(410,181) $
1,325,517 $
2,594 $ 1,328,111
See Notes to the Consolidated Financial Statements.
P. 66 – THE NEW YORK TIMES COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Cash flows from operating activities
Net income
Adjustments to reconcile net income to net cash provided by operating activities:
December 27,
2020
Years Ended
December 29,
2019
December 30,
2018
$
100,837
$
139,966
$
127,460
Pension settlement expense
Depreciation and amortization
Amortization of right of use asset
Stock-based compensation expense
Gain from joint ventures
Deferred income taxes
Gain on non-marketable equity investment
Long-term retirement benefit obligations
Fair market value adjustment on life insurance products
Uncertain tax positions
Other – net
Changes in operating assets and liabilities:
Accounts receivable – net
Other current assets
Accounts payable, accrued payroll and other liabilities
Unexpired subscriptions
Net cash provided by operating activities
Cash flows from investing activities
Purchases of marketable securities
Maturities/disposals of marketable securities
Business acquisitions
Proceeds from investments
Capital expenditures
Other - net
Net cash (used) in/provided by investing activities
Cash flows from financing activities
Long-term obligations:
Repayment of debt and capital lease obligations
Dividends paid
Payment of contingent consideration
Capital shares:
Stock issuances
Share-based compensation tax withholding
Net cash (used) in/provided by financing activities
Net increase/(decrease) in cash, cash equivalents and restricted cash
Effect of exchange rate changes on cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash at the beginning of the year
80,641
62,136
8,568
14,437
(5,000)
(16,043)
(10,074)
(17,166)
(578)
—
62
29,710
8,960
24,516
16,927
297,933
(632,364)
491,128
(33,085)
6,841
(34,451)
2,851
(199,080)
—
(38,437)
(862)
6,071
(11,745)
(44,973)
53,880
566
247,518
—
60,661
7,384
12,948
—
4,242
(1,886)
(22,914)
(3,461)
(4,627)
700
9,062
(3,355)
(13,197)
4,375
189,898
(572,337)
707,632
—
85
(45,441)
3,273
93,212
(252,559)
(31,604)
—
4,520
(15,648)
(295,291)
(12,181)
(100)
—
59,011
—
12,959
(10,764)
4,047
—
(46,877)
821
(138)
456
(37,579)
18,241
20,490
8,990
157,117
(470,493)
434,012
—
12,447
(77,487)
426
(101,095)
(552)
(26,418)
—
41,288
(10,494)
3,824
59,846
(983)
259,799
200,936
Cash, cash equivalents and restricted cash at the end of the year
$
301,964
$
247,518
$
259,799
See Notes to the Consolidated Financial Statements.
THE NEW YORK TIMES COMPANY – P. 67
SUPPLEMENTAL DISCLOSURES TO CONSOLIDATED STATEMENTS OF CASH FLOWS
Cash Flow Information
(In thousands)
Cash payments
Interest, net of capitalized interest
Income tax payments/(refunds) – net
See Notes to the Consolidated Financial Statements.
Years Ended
December 27,
2020
December 29,
2019
December 30,
2018
$
$
508
24,382
$
$
28,049
30,407
$
$
28,133
(1,070)
P. 68 – THE NEW YORK TIMES COMPANY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation
Nature of Operations
The New York Times Company is a global media organization that includes our newspaper, digital and print
products and related businesses. The New York Times Company and its consolidated subsidiaries are referred to
collectively as the “Company,” “we,” “our” and “us.” Our major sources of revenue are subscriptions and
advertising.
Principles of Consolidation
The accompanying Consolidated Financial Statements have been prepared in accordance with generally
accepted accounting principles in the United States of America (“GAAP”) and include the accounts of our Company
and our wholly and majority-owned subsidiaries after elimination of all significant intercompany transactions.
The portion of the net income or loss and equity of a subsidiary attributable to the owners of a subsidiary other
than the Company (a noncontrolling interest) is included as a component of consolidated stockholders‘ equity in our
Consolidated Balance Sheets, within net income or loss in our Consolidated Statements of Operations, within
comprehensive income or loss in our Consolidated Statements of Comprehensive Income/(Loss) and as a component
of consolidated stockholders’ equity in our Consolidated Statements of Changes in Stockholders’ Equity.
Reclassification
The Company changed the expense captions on its Consolidated Statement of Operations effective for the
quarter ended March 29, 2020. These changes were made in order to reflect how the Company manages its business
and to communicate where the Company is investing resources and how this aligns with the Company’s strategy.
The Company reclassified expenses for the prior periods in order to present comparable financial results. There was
no change to consolidated operating income, total operating costs, net income or cash flows as a result of this change
in classification. See Note 19 for more detail.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and
assumptions that affect the amounts reported in our Consolidated Financial Statements. Actual results could differ
from these estimates.
Fiscal Year
Our fiscal year end is the last Sunday in December. Fiscal years 2020, 2019 and 2018 each comprised 52 weeks.
Our fiscal years ended as of December 27, 2020, December 29, 2019, and December 30, 2018, respectively.
2. Summary of Significant Accounting Policies
Cash and Cash Equivalents
We consider all highly liquid debt instruments with original maturities of three months or less to be cash
equivalents.
Marketable Securities
We have investments in marketable debt securities. We determine the appropriate classification of our
investments at the date of purchase and reevaluate the classifications at the balance sheet date. Marketable debt
securities with maturities of 12 months or less are classified as short-term. Marketable debt securities with maturities
greater than 12 months are classified as long-term. The Company’s marketable securities are accounted for as
available for sale (“AFS”).
AFS securities are reported at fair value. We assess AFS securities on a quarterly basis or more often if a
potential loss-triggering event occurs. For AFS securities in an unrealized loss position, we first assess whether we
intend to sell, or if it is more likely than not that we will be required to sell the security before recovery of its
amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security’s amortized
cost basis is written down to fair value through income. For AFS securities that do not meet the aforementioned
criteria, we evaluate whether the decline in fair value has resulted from credit losses or other factors. In making this
THE NEW YORK TIMES COMPANY – P. 69
assessment, we consider the extent to which fair value is less than amortized cost, creditworthiness of the security,
and adverse conditions specifically related to the security. If this assessment indicates that a credit loss exists, the
present value of cash flows expected to be collected from the security is compared to the amortized cost basis of the
security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss
exists and an allowance for credit losses is recorded, limited by the amount that the fair value is less than the
amortized cost basis. Any impairment that has not been recorded through an allowance for credit losses is recognized
in other comprehensive income.
Concentration of Risk
Financial instruments, which potentially subject us to concentration of risk, are cash and cash equivalents and
marketable securities. Cash is placed with major financial institutions. As of December 27, 2020, we had cash balances
at financial institutions in excess of federal insurance limits. We periodically evaluate the credit standing of these
financial institutions as part of our ongoing investment strategy.
Our marketable securities portfolio consists of investment-grade securities diversified among security types,
issuers and industries. Our cash equivalents and marketable securities are primarily managed by third-party
investment managers who are required to adhere to investment policies approved by our Board of Directors designed
to mitigate risk.
Accounts Receivable
Credit is extended to our advertisers and our subscribers based upon an evaluation of the customer’s financial
condition, and collateral is not required from such customers. Allowances for estimated credit losses, rebates, returns,
rate adjustments and discounts are generally established based on historical experience and include consideration of
relevant significant current events, reasonable and supportable forecasts and their implications for expected credit
losses.
Inventories
Inventories are included within Other current assets of the Consolidated Balance Sheets. Inventories are stated at
the lower of cost or net realizable value. Inventory cost is generally based on the last-in, first-out (“LIFO”) method for
newsprint and other paper grades and the first-in, first-out (“FIFO”) method for other inventories.
Investments
Investments in which we have at least a 20%, but not more than a 50%, interest are generally accounted for
under the equity method. We elected the fair value measurement alternative for our investment interests below 20%
and account for these investments at cost less impairments, adjusted by observable price changes in orderly
transactions for the identical or similar investments of the same issuer given our equity instruments are without
readily determinable fair values.
We evaluate whether there has been an impairment of our investments annually or in an interim period if
circumstances indicate that a possible impairment may exist.
Property, Plant and Equipment
Property, plant and equipment are stated at cost. Depreciation is computed by the straight-line method over the
shorter of estimated asset service lives or lease terms as follows: buildings, building equipment and improvements –
10 to 40 years; equipment – 3 to 30 years; and software – 3 to 5 years. We capitalize interest costs and certain staffing
costs as part of the cost of major projects.
We evaluate whether there has been an impairment of long-lived assets, primarily property, plant and
equipment, if certain circumstances indicate that a possible impairment may exist. These assets are tested for
impairment at the asset group level associated with the lowest level of cash flows. An impairment exists if the
carrying value of the asset (i) is not recoverable (the carrying value of the asset is greater than the sum of
undiscounted cash flows) and (ii) is greater than its fair value.
P. 70 – THE NEW YORK TIMES COMPANY
Leases
Lessee activities
We enter into operating leases for office space and equipment. We determine if an arrangement is a lease at
inception. Certain office space leases provide for rent adjustments relating to changes in real estate taxes and other
operating costs. Options to extend the term of operating leases are not recognized as part of the right-of-use asset
until we are reasonably certain that the option will be exercised. We may terminate our leases with the notice
required under the lease and upon the payment of a termination fee, if required. Our leases do not include substantial
variable payments based on index or rate.
Our leases do not provide a readily determinable implicit discount rate. Therefore, we estimate our incremental
borrowing rate to discount the lease payments based on the information available at lease commencement.
We recognize a single lease cost on a straight-line basis over the term of the lease and we classify all cash
payments within operating activities in the statement of cash flows. Our lease agreements do not contain any material
residual value guarantees or material restrictive covenants.
We evaluate right-of-use assets for impairment consistent with our property, plant and equipment policy. There
were no impairments of right-of-use assets in 2020.
Lessor activities
Our leases to third parties predominantly relate to office space in our New York headquarters building located
at 620 Eighth Avenue, New York, New York (the “Company Headquarters”). We determine if an arrangement is a
lease at inception. Office space leases are operating leases and generally include options to extend the term of the
lease. Our leases do not include variable payments based on index or rate. We do not separate the lease and non-lease
components in a contract. The non-lease components predominantly include charges for utilities usage and other
operating expenses estimated based on the proportionate share of the rental space of each lease.
For our office space operating leases, we recognize rental revenue on a straight-line basis over the term of the
lease and we classify all cash payments within operating activities in the statement of cash flows.
Residual value risk is not a primary risk resulting from our office space operating leases because of the long-
lived nature of the underlying real estate assets, which generally hold their value or appreciate in the long term.
We evaluate assets leased to third parties for impairment consistent with our property, plant and equipment
policy. There were no impairments of assets leased to third parties in 2020.
Goodwill and Intangibles
Goodwill is the excess of cost over the fair value of tangible and intangible net assets acquired. Goodwill is not
amortized but tested for impairment annually or in an interim period if certain circumstances indicate a possible
impairment may exist. Our annual impairment testing date is the first day of our fiscal fourth quarter.
We test goodwill for impairment at a reporting unit level. We first perform a qualitative assessment to
determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. The
qualitative assessment includes, but is not limited to, the results of our most recent quantitative impairment test,
consideration of industry, market and macroeconomic conditions, cost factors, cash flows, changes in key
management personnel and our share price. The result of this assessment determines whether it is necessary to
perform the goodwill impairment test (formerly “Step 1”). For the 2020 annual impairment testing, based on our
qualitative assessment, we concluded that goodwill is not impaired.
If we determine that it is more likely than not that the fair value of a reporting unit is less than its carrying
value, we compare the fair value of a reporting unit with its carrying amount, including goodwill. Fair value is
calculated by a combination of a discounted cash flow model and a market approach model. In calculating fair value
for a reporting unit, we generally weigh the results of the discounted cash flow model more heavily than the market
approach because the discounted cash flow model is specific to our business and long-term projections. If the fair
value of a reporting unit exceeds its carrying amount, goodwill of that reporting unit is not considered impaired. If
the carrying amount of a reporting unit exceeds its fair value, an impairment loss would be recognized in an amount
equal to that excess, limited to the total amount of goodwill allocated to that reporting unit.
THE NEW YORK TIMES COMPANY – P. 71
Intangible assets that are not amortized (i.e., trade names) are tested for impairment at the asset level by
comparing the fair value of the asset with its carrying amount. If the fair value, which is based on future cash flows,
exceeds the carrying value, the asset is not considered impaired. If the carrying amount exceeds the fair value, an
impairment loss would be recognized in an amount equal to the excess of the carrying amount of the asset over the
fair value of the asset. We recognized a de minimis impairment in 2020 and 2019 related to the closure of HelloSociety
and Fake Love digital marketing agencies.
Intangible assets that are amortized (i.e., customer lists, non-competes, etc.) are tested for impairment at the
asset level associated with the lowest level of cash flows. An impairment exists if the carrying value of the asset (1) is
not recoverable (the carrying value of the asset is greater than the sum of undiscounted cash flows) and (2) is greater
than its fair value.
The discounted cash flow analysis requires us to make various judgments, estimates and assumptions, many of
which are interdependent, about future revenues, operating margins, growth rates, capital expenditures, working
capital, discount rates and royalty rates. The starting point for the assumptions used in our discounted cash flow
analysis is the annual long-range financial forecast. The annual planning process that we undertake to prepare the
long-range financial forecast takes into consideration a multitude of factors, including historical growth rates and
operating performance, related industry trends, macroeconomic conditions, and marketplace data, among others.
Assumptions are also made for perpetual growth rates for periods beyond the long-range financial forecast period.
Our estimates of fair value are sensitive to changes in all of these variables, certain of which relate to broader
macroeconomic conditions outside our control.
The market approach analysis includes applying a multiple, based on comparable market transactions, to
certain operating metrics of a reporting unit.
The significant estimates and assumptions used by management in assessing the recoverability of goodwill
acquired and intangibles are estimated future cash flows, discount rates, growth rates, as well as other factors. Any
changes in these estimates or assumptions could result in an impairment charge. The estimates, based on reasonable
and supportable assumptions and projections, require management’s subjective judgment. Depending on the
assumptions and estimates used, the estimated results of the impairment tests can vary within a range of outcomes.
In addition to annual testing, management uses certain indicators to evaluate whether the carrying value of a
reporting unit or intangibles may not be recoverable and an interim impairment test may be required. These
indicators include: (1) current-period operating results or cash flow declines combined with a history of operating
results or cash flow declines or a projection/forecast that demonstrates continuing declines in the cash flow or the
inability to improve our operations to forecasted levels; (2) a significant adverse change in the business climate,
whether structural or technological; (3) significant impairments; and (4) a decline in our stock price and market
capitalization.
Self-Insurance
We self-insure for workers’ compensation costs, automobile and general liability claims, up to certain
deductible limits, as well as for certain employee medical and disability benefits. Employee medical costs above a
certain threshold are insured by a third party. The recorded liabilities for self-insured risks are primarily calculated
using actuarial methods. The liabilities include amounts for actual claims, claim growth and claims incurred but not
yet reported. The recorded liabilities for self-insured risks were approximately $23 million and $25 million as of
December 27, 2020, and December 29, 2019, respectively.
P. 72 – THE NEW YORK TIMES COMPANY
Pension and Other Postretirement Benefits
Our single-employer pension and other postretirement benefit costs are accounted for using actuarial
valuations. We recognize the funded status of these plans – measured as the difference between plan assets, if funded,
and the benefit obligation – on the balance sheet and recognize changes in the funded status that arise during the
period but are not recognized as components of net periodic pension cost, within other comprehensive income/(loss),
net of income taxes. The service cost component of net periodic pension cost is recognized in Total operating costs
while the other components are recognized within Other components of net periodic benefit costs in our Consolidated
Statements of Operations below Operating profit.
The assets related to our funded pension plans are measured at fair value.
We make significant subjective judgments about a number of actuarial assumptions, which include discount
rates, health-care cost trend rates, long-term return on plan assets and mortality rates. Depending on the assumptions
and estimates used, the impact from our pension and other postretirement benefits could vary within a range of
outcomes and could have a material effect on our Consolidated Financial Statements.
We have elected the practical expedient to use the month-end that is closest to our fiscal year-end for measuring
the single-employer pension plan assets and obligations, as well as other postretirement benefit plan assets and
obligations.
We also recognize the present value of pension liabilities associated with the withdrawal from multiemployer
pension plans. We record liabilities for obligations related to complete, partial and estimated withdrawals from
multiemployer pension plans. The actual liability for estimated withdrawals is not known until each plan completes a
final assessment of the withdrawal liability and issues a demand to us. Therefore, we adjust the estimate of our
multiemployer pension plan liability as more information becomes available that allows us to refine our estimates.
See Notes 9 and 10 for additional information regarding pension and other postretirement benefits.
Revenue Recognition
We generate revenues principally from subscriptions and advertising. Subscription revenues consist of
revenues from subscriptions to our digital and print products (which include our news product, as well as our Games
(previously Crossword), Cooking and Audm products) and single-copy and bulk sales of our print products.
Subscription revenues are based on both the number of copies of the printed newspaper sold and digital-only
subscriptions, and the rates charged to the respective customers.
Advertising revenue is principally from advertisers (such as technology, financial and luxury goods companies)
promoting products, services or brands on digital platforms in the form of display ads, audio and video, and in print,
in the form of column-inch ads. The majority of our advertising revenue is derived from offerings sold directly to
marketers by our advertising sales teams. A smaller proportion of our total advertising revenues is generated through
programmatic auctions run by third-party ad exchanges. Advertising revenues are primarily determined by the
volume (e.g., impressions), rate and mix of advertisements. Digital advertising includes our core digital advertising
business and other digital advertising. Our core digital advertising includes direct-sold website, mobile application,
podcast, email and video advertisements. Direct-sold display advertising, a component of core digital advertising,
includes offerings on websites and mobile applications sold directly to marketers by our advertising sales teams.
Other digital advertising includes open-market programmatic advertising and creative services fees; Wirecutter, our
review and recommendation product; and classified advertising. Print advertising includes revenue from column-
inch ads and classified advertising, including line-ads as well as preprinted advertising, also known as freestanding
inserts.
Other revenues primarily consist of revenues from licensing, Wirecutter affiliate referrals, the leasing of floors
in the Company Headquarters, commercial printing, television and film, retail commerce and our live events
business.
Revenue is recognized when a performance obligation is satisfied by transferring a promised good or service to
a customer. A good or service is considered transferred when the customer obtains control, which is when the
customer has the ability to direct the use of and/or obtain substantially all of the benefits of an asset.
Proceeds from subscription revenues are deferred at the time of sale and are recognized on a pro rata basis over
the terms of the subscriptions. Payment is typically due upfront and the revenue is recognized ratably over the
THE NEW YORK TIMES COMPANY – P. 73
subscription period. The deferred proceeds are recorded within Unexpired subscriptions revenue in the Consolidated
Balance Sheet. Single-copy revenue is recognized based on date of publication, net of provisions for related returns.
Payment for single-copy sales is typically due upon complete satisfaction of our performance obligations. The
Company does not have significant financing components or significant payment terms as we only offer industry
standard payment terms to our customers.
When our subscriptions are sold through third parties, we are a principal in the transaction and, therefore,
revenues and related costs to third parties for these sales are reported on a gross basis. We are considered a principal
if we control a promised good or service before transferring that good or service to the customer. The Company
considers several factors to determine if it controls the good and therefore is the principal. These factors include: (1) if
we have primary responsibility for fulfilling the promise; (2) if we have inventory risk before the goods or services are
transferred to the customer or after the transfer of control to the customer; and (3) if we have discretion in establishing
price for the specified good or service.
Advertising revenues are recognized when advertisements are published in newspapers or placed on digital
platforms or, with respect to certain digital advertising, each time a user clicks on certain advertisements, net of
provisions for estimated rebates and rate adjustments. Creative services fees, including those associated with our
branded content studio, are recognized as revenue based on the nature of the services provided.
We recognize a rebate obligation as a reduction of revenues, based on the amount of estimated rebates that will
be earned, related to the underlying revenue transactions during the period. Measurement of the rebate obligation is
estimated based on the historical experience of the number of customers that ultimately earn and use the rebate. We
recognize an obligation for rate adjustments as a reduction of revenues, based on the amount of estimated post-billing
adjustments that will be claimed. Measurement of the rate adjustment reserve is estimated based on historical
experience of credits actually issued.
Payment for advertising is due upon complete satisfaction of our performance obligations. The Company has a
formal credit checking policy, procedures and controls in place that evaluate collectability prior to ad publication. Our
advertising contracts do not include a significant financing component.
Other revenues are recognized when the delivery occurs, services are rendered or purchases are made.
Performance Obligations
Our contracts with customers may include multiple performance obligations. For such arrangements, we
allocate revenue to each performance obligation based on its relative standalone selling price.
In the case of our digital archive licensing contracts, the transaction price was allocated among the performance
obligations, which consist of (i) the archival content and (ii) the updated content, based on the Company’s estimate of
the standalone selling price of each of the performance obligations, as they are currently not sold separately.
In the case of our advertising contracts, we may have performance obligations for future services that have not
been recognized in our financial statements. The performance obligations are satisfied over time with revenue
recognized ratably over the contract term as the advertising services are provided to the customer.
Contract Assets
We record revenue from performance obligations when performance obligations are satisfied. For our digital
archiving licensing revenue, we record revenue related to the portion of performance obligation (i) satisfied at the
commencement of the contract when the customer obtains control of the archival content or (ii) when the updated
content is transferred. We receive payments from customers based upon contractual billing schedules. As the transfer
of control represents a right to the contract consideration, we record a contract asset in Other current assets for short-
term contract assets and Miscellaneous assets for long-term contract assets on the Consolidated Balance Sheet for any
amounts not yet invoiced to the customer. The contract asset is reclassified to Accounts receivable when the customer is
invoiced based on the contractual billing schedule.
Significant Judgments
Our contracts with customers sometimes include promises to transfer multiple products and services to a
customer. Determining whether products and services are considered distinct performance obligations that should be
accounted for separately versus together may require significant judgment. We use an observable price to determine
the standalone selling price for separate performance obligations if available or, when not available, an estimate that
P. 74 – THE NEW YORK TIMES COMPANY
maximizes the use of observable inputs and faithfully depicts the selling price of the promised goods or services if we
sold those goods or services separately to a similar customer in similar circumstances.
Practical Expedients and Exemptions
We expense the cost to obtain or fulfill a contract as incurred because the amortization period of the asset that
the entity otherwise would have recognized is one year or less. We also apply the practical expedient for the
significant financing component when the difference between the payment and the transfer of the products and
services is a year or less.
Income Taxes
Income taxes are recognized for the following: (1) the amount of taxes payable for the current year; and (2)
deferred tax assets and liabilities for the future tax consequences of events that have been recognized differently in
the financial statements than for tax purposes. Deferred tax assets and liabilities are established using statutory tax
rates and are adjusted for tax rate changes in the period of enactment.
We assess whether our deferred tax assets should be reduced by a valuation allowance if it is more likely than
not that some portion or all of the deferred tax assets will not be realized. Our process includes collecting positive
(i.e., sources of taxable income) and negative (i.e., recent historical losses) evidence and assessing, based on the
evidence, whether it is more likely than not that the deferred tax assets will not be realized.
We release tax effects from accumulated other comprehensive income/(loss) for pension and other
postretirement benefits on a plan by plan approach.
We recognize in our financial statements the impact of a tax position if that tax position is more likely than not
of being sustained on audit, based on the technical merits of the tax position. This involves the identification of
potential uncertain tax positions, the evaluation of tax law and an assessment of whether a liability for uncertain tax
positions is necessary. Different conclusions reached in this assessment can have a material impact on our
Consolidated Financial Statements.
We operate within multiple taxing jurisdictions and are subject to audit in these jurisdictions. These audits can
involve complex issues, which could require an extended period of time to resolve. Until formal resolutions are
reached between us and the taxing authorities, determining the timing and amount of possible audit settlements
relating to uncertain tax positions is not practicable.
Stock-Based Compensation
We establish fair value based on market data for our stock-based awards to determine our cost and recognize
the related expense over the appropriate vesting period. We recognize stock-based compensation expense for
outstanding stock-settled long-term performance awards and restricted stock units, net of estimated forfeitures. See
Note 14 for additional information related to stock-based compensation expense.
Earnings/(Loss) Per Share
As the Company has participating securities, GAAP requires to use the two-class method of computing
earnings per share. The two-class method is an earnings allocation method for computing earnings/(loss) per share
when a company’s capital structure includes either two or more classes of common stock or common stock and
participating securities. This method determines earnings/(loss) per share based on dividends declared on common
stock and participating securities (i.e., distributed earnings), as well as participation rights of participating securities
in any undistributed earnings.
Basic earnings/(loss) per share is calculated by dividing net earnings/(loss) available to common stockholders
by the weighted-average common stock outstanding. Diluted earnings/(loss) per share is calculated similarly, except
that it includes the dilutive effect of the assumed exercise of securities and the effect of shares issuable under our
Company’s stock-based incentive plans if such effect is dilutive.
Foreign Currency Translation
The assets and liabilities of foreign companies are translated at period-end exchange rates. Results of operations
are translated at average rates of exchange in effect during the year. The resulting translation adjustment is included
as a separate component in the Stockholders’ Equity section of our Consolidated Balance Sheets, in the caption
Accumulated other comprehensive loss, net of income taxes.
THE NEW YORK TIMES COMPANY – P. 75
Recently Adopted Accounting Pronouncements
Accounting
Standard
Update(s)
2018-14
Topic
Effective Period
Summary
Compensation—
Retirement
Benefits—
Defined Benefit
Plans—General
Fiscal years ending
after December 15,
2020, and interim
periods within those
fiscal years. Early
adoption is permitted.
Modifies the disclosure requirements for employers that sponsor defined
benefit pension or other postretirement benefit plans. The guidance removes
disclosures, clarifies the specific requirements of disclosures and adds disclosure
requirements identified as relevant. The Company adopted this ASU on a
retrospective basis on December 27, 2020. The adoption did not have a material
impact on the Company’s disclosures.
2018-15
Intangibles—
Goodwill and
Other—Internal-
Use Software
Fiscal years beginning
after December 15,
2019, and interim
periods within those
fiscal years. Early
adoption is permitted.
2018-13
Fair Value
Measurement
(Topic 820)
Disclosure
Framework
Fiscal years beginning
after December 15,
2019, and interim
periods within those
fiscal years. Early
adoption is permitted.
Clarifies the accounting for implementation costs in cloud computing
arrangements. The standard provides that implementation costs be evaluated for
capitalization using the same criteria as that used for internal-use software
development costs, with amortization expense being recorded in the same income
statement expense line as the hosted service costs and over the expected term of
the hosting arrangement. The Company adopted this ASU prospectively on
December 30, 2019, and includes capitalized implementation costs in Miscellaneous
assets in the Company’s Consolidated Balance Sheet and within Total operating
costs in the Consolidated Statement of Operations. The adoption did not have a
material impact on the Company’s consolidated financial statements.
Modifies the disclosure requirements on fair value measurements. The
amendments of disclosures related to changes in unrealized gains and losses, the
range and weighted average of significant unobservable inputs used to develop
Level 3 fair value measurements, and the narrative description of measurement
uncertainty should be applied prospectively for only the most recent interim or
annual period presented in the initial fiscal year of adoption. All other amendments
should be applied retrospectively to all periods presented upon their effective date.
The Company adopted this ASU on December 30, 2019. The adoption did not have
a material impact on the Company’s disclosures.
2016-13
2018-19
2019-04
Financial
Instruments—
Credit Losses
Fiscal years beginning
after December 15,
2019, and interim
periods within those
fiscal years. Early
adoption is permitted for
fiscal years beginning
after December 15,
2018, and interim
periods within those
fiscal years.
Amends guidance on reporting credit losses for assets, including trade
receivables, available-for-sale marketable securities and any other financial assets
not excluded from the scope that have the contractual right to receive cash. For
trade receivables, ASU 2016-13 eliminates the probable initial recognition threshold
in current generally accepted accounting standards, and, instead, requires an entity
to reflect its current estimate of all expected credit losses. For available-for-sale
marketable securities, credit losses should be measured in a manner similar to
current generally accepted accounting standards; however, ASU 2016-13 requires
that credit losses be presented as an allowance rather than as a write-down. The
Company adopted this ASU on December 30, 2019, using a modified retrospective
approach. The adoption did not have a material impact on the Company’s
consolidated financial statements.
Recently Issued Accounting Pronouncements
The Financial Accounting Standards Board (the “FASB”) issued authoritative guidance on the following topics:
Accounting
Standard
Update(s)
2019-12
Topic
Effective Period
Summary
Simplifying the
Accounting for
Income
Taxes (Topic
740)
Fiscal years, and interim
periods within those
fiscal years, beginning
after December 15,
2020. Early adoption is
permitted.
Simplifies the accounting for income taxes by eliminating certain exceptions
to the guidance in Accounting Standards Codification (“ASC”) 740 related to the
approach for intraperiod tax allocation, the methodology for calculating income taxes
in an interim period and the recognition of deferred tax liabilities for outside basis
differences. The standard also simplifies aspects of the accounting for franchise
taxes and enacted changes in tax laws or rates and clarifies the accounting for
transactions that result in a step-up in the tax basis of goodwill. We do not expect
this guidance to have a material impact on the Company’s consolidated financial
statements.
The Company considers the applicability and impact of all recently issued accounting pronouncements. Recent
accounting pronouncements not specifically identified in our disclosures are either not applicable to the Company or
are not expected to have a material effect on our financial condition or results of operations.
3. Revenue
We generate revenues principally from subscriptions and advertising.
Subscription revenues consist of revenues from subscriptions to our digital and print products (which include
our news product, as well as our Games (previously Crossword), Cooking and Audm products) and single-copy and
P. 76 – THE NEW YORK TIMES COMPANY
bulk sales of our print products. Subscription revenues are based on both the number of copies of the printed
newspaper sold and digital-only subscriptions, and the rates charged to the respective customers.
Advertising revenue is principally from advertisers (such as technology, financial and luxury goods companies)
promoting products, services or brands on digital platforms in the form of display ads, audio and video, and in print,
in the form of column-inch ads, and it is primarily derived from offerings sold directly to marketers by our
advertising sales teams. A smaller proportion of our total advertising revenues is generated through programmatic
auctions run by third-party ad exchanges. Advertising revenues are primarily determined by the volume (e.g.,
impressions), rate and mix of advertisements. Digital advertising includes our core digital advertising business and
other digital advertising. Our core digital advertising business includes direct-sold website, mobile application,
podcast, email and video advertisements. Direct-sold display advertising, a component of core digital advertising,
includes offerings on websites and mobile applications sold directly to marketers by our advertising sales teams.
Other digital advertising includes open-market programmatic advertising and creative services fees. Print advertising
includes revenue from column-inch ads and classified advertising, including line-ads as well as preprinted
advertising, also known as freestanding inserts.
Other revenues primarily consist of revenues from licensing, Wirecutter affiliate referrals, the leasing of floors
in the Company Headquarters, commercial printing, television and film, retail commerce and our live events
business.
Subscription, advertising and other revenues were as follows:
(In thousands)
Subscription
Advertising
Other (1)
Total
Years Ended
December 27,
2020
December 29,
2019
December 30,
2018
$
1,195,368 $
1,083,851 $
1,042,571
392,420
195,851
530,678
197,655
558,253
147,774
$
1,783,639 $
1,812,184 $
1,748,598
(1) Other revenue includes building rental revenue, which is not under the scope of Topic 606. Building rental revenue was approximately $29
million, $31 million and $23 million for the years ended December 27, 2020, December 29, 2019, and December 30, 2018, respectively.
THE NEW YORK TIMES COMPANY – P. 77
The following table summarizes digital and print subscription revenues, which are components of subscription
revenues above, for the years ended December 27, 2020, December 29, 2019, and December 30, 2018:
(In thousands)
Digital-only subscription revenues:
News product subscription revenues(1)
Other product subscription revenues(2)
Subtotal digital-only subscriptions
Print subscription revenues
Domestic home delivery subscription revenues(3)
Single-copy, NYT International and other subscription revenues(4)
Subtotal print subscription revenues
Total subscription revenues
Years Ended
December 27,
2020
December 29,
2019
December 30,
2018
$
543,578 $
426,125 $
54,702
598,280
528,970
68,118
597,088
34,327
460,452
524,543
98,856
623,399
378,484
22,136
400,620
532,748
109,203
641,951
$
1,195,368 $
1,083,851 $
1,042,571
(1) Includes revenues from subscriptions to the Company’s news product. News product subscription packages that include access to the
Company’s Games and Cooking products are also included in this category.
(2) Includes revenues from standalone subscriptions to the Company’s Games, Cooking and Audm products.
(3) Includes free access to some or all of the Company’s digital products.
(4) NYT International is the international edition of our print newspaper.
The following table summarizes digital and print advertising revenues for the years ended December 27, 2020,
December 29, 2019, and December 30, 2018:
(In thousands)
Advertising revenues
Digital
Print
Total advertising
Performance Obligations
December 27, 2020
December 29, 2019
December 30, 2018
Years Ended
$
$
228,594 $
260,454 $
163,826
270,224
392,420 $
530,678 $
258,873
299,380
558,253
We have remaining performance obligations related to digital archive and other licensing and certain
advertising contracts. As of December 27, 2020, the aggregate amount of the transaction price allocated to the
remaining performance obligations for contracts with a duration greater than one year was approximately $125
million. The Company will recognize this revenue as performance obligations are satisfied. We expect that
approximately $50 million, $34 million, and $41 million will be recognized in 2021, 2022 and thereafter, respectively.
Contract Assets
As of December 27, 2020, and December 29, 2019, the Company had $1.8 million and $3.4 million, respectively,
in contract assets recorded in the Consolidated Balance Sheet related to digital archiving licensing revenue. The
contract asset is reclassified to Accounts receivable when the customer is invoiced based on the contractual billing
schedule. The decrease in the contract assets balance of $1.6 million for the year ended December 27, 2020, is due to
consideration that was reclassified to Accounts receivable when invoiced based on the contractual billing schedules for
the period ended December 27, 2020.
P. 78 – THE NEW YORK TIMES COMPANY
4. Marketable Securities
The Company accounts for its marketable securities as AFS. The Company recorded $4.3 million and $0.8
million of net unrealized gains in Accumulated Other Comprehensive Income (“AOCI”) as of December 27, 2020, and
December 29, 2019, respectively.
The following tables present the amortized cost, gross unrealized gains and losses, and fair market value of our
AFS securities as of December 27, 2020, and December 29, 2019:
(In thousands)
Short-term AFS securities
Corporate debt securities
U.S. Treasury securities
Commercial paper
Certificates of deposit
U.S. governmental agency securities
Total short-term AFS securities
Long-term AFS securities
Corporate debt securities
U.S. Treasury securities
U.S. governmental agency securities
Municipal securities
December 27, 2020
Amortized Cost
Gross unrealized
gains
Gross unrealized
losses
Fair Value
$
129,805
$
504
$
(8) $
130,301
79,467
37,580
36,525
25,113
39
—
—
61
(3)
—
—
(3)
79,503
37,580
36,525
25,171
308,490
$
604
$
(14) $
309,080
134,296
$
1,643
$
(5) $
135,934
95,511
48,342
4,994
2,054
19
—
—
(13)
(10)
97,565
48,348
4,984
$
$
Total long-term AFS securities
$
283,143
$
3,716
$
(28) $
286,831
(In thousands)
Short-term AFS securities
Corporate debt securities
U.S. Treasury securities
Commercial paper
Certificates of deposit
U.S. governmental agency securities
Total short-term AFS securities
Long-term AFS securities
Corporate debt securities
U.S. Treasury securities
U.S. governmental agency securities
Total long-term AFS securities
December 29, 2019
Amortized Cost
Gross unrealized
gains
Gross unrealized
losses
Fair Value
$
98,864
$
271
$
(9) $
43,098
12,561
9,501
37,471
8
—
—
35
(11)
—
—
(4)
99,126
43,095
12,561
9,501
37,502
$
$
$
201,495
$
314
$
(24) $
201,785
103,149
$
617
$
(29) $
101,457
46,600
84
5
(103)
(84)
251,206
$
706
$
(216) $
103,737
101,438
46,521
251,696
THE NEW YORK TIMES COMPANY – P. 79
The following tables present the AFS securities as of December 27, 2020, and December 29, 2019, that were in an
unrealized loss position for which an allowance for credit losses has not been recorded, aggregated by investment
category and the length of time that individual securities have been in a continuous loss position:
Less than 12 Months
12 Months or Greater
Total
December 27, 2020
(In thousands)
Fair Value
Short-term AFS securities
Gross
unrealized
losses
Fair Value
Gross
unrealized
losses
Fair Value
Gross
unrealized
losses
Corporate debt securities
$
33,735 $
(8) $
— $
— $
33,735 $
U.S. Treasury securities
U.S. governmental agency securities
20,133
4,999
(3)
(2)
—
8,749
—
(1)
20,133
13,748
(8)
(3)
(3)
58,867 $
(13) $
8,749 $
(1) $
67,616 $
(14)
Total short-term AFS securities
Long-term AFS securities
Corporate debt securities
U.S. governmental agency securities
Municipal securities
$
$
Total long-term AFS securities
$
37,937 $
(28) $
— $
— $
37,937 $
6,717 $
(5) $
— $
— $
6,717 $
26,236
4,984
(13)
(10)
—
—
—
—
26,236
4,984
(5)
(13)
(10)
(28)
Less than 12 Months
12 Months or Greater
Total
December 29, 2019
(In thousands)
Fair Value
Short-term AFS securities
Gross
unrealized
losses
Fair Value
Gross
unrealized
losses
Fair Value
Gross
unrealized
losses
Corporate debt securities
$
20,975 $
(6) $
8,251 $
(3) $
29,226 $
U.S. Treasury securities
U.S. governmental agency securities
Total short-term AFS securities
Long-term AFS securities
Corporate debt securities
U.S. Treasury securities
U.S. governmental agency securities
$
$
13,296
—
(3)
—
11,147
15,000
(8)
(4)
24,443
15,000
34,271 $
(9) $
34,398 $
(15) $
68,669 $
35,891 $
(25) $
4,502 $
(4) $
40,393 $
60,935
34,167
(103)
(84)
—
—
—
—
60,935
34,167
Total long-term AFS securities
$
130,993 $
(212) $
4,502 $
(4) $
135,495 $
(9)
(11)
(4)
(24)
(29)
(103)
(84)
(216)
We assess AFS securities on a quarterly basis or more often if a potential loss-triggering event occurs. See Note
2 for factors we consider when assessing AFS securities for recognition of losses or allowance for credit losses.
As of December 27, 2020, and December 29, 2019, we did not intend to sell and it was not likely that we would
be required to sell these investments before recovery of their amortized cost basis, which may be at
maturity. Unrealized losses related to these investments are primarily due to interest rate fluctuations as opposed to
changes in credit quality. Therefore, as of December 27, 2020, and December 29, 2019, we have recognized no losses or
allowance for credit losses related to AFS securities.
As of December 27, 2020, and December 29, 2019, our short-term and long-term marketable securities had
remaining maturities of less than 1 month to 12 months and 13 months to 36 months, respectively. See Note 8 for
additional information regarding the fair value hierarchy of our marketable securities.
P. 80 – THE NEW YORK TIMES COMPANY
5. Goodwill and Intangibles
During the first quarter of 2020, the Company acquired Listen In Audio, Inc., a company that transforms
journalism articles into audio that is made available in a subscription-based product named “Audm,” in an all-cash
transaction. We paid $8.6 million (comprised of an $8.0 million cash payment and a $0.6 million note receivable
previously issued by the Company, which was canceled at the close of the transaction) and entered into agreements
that will likely require retention payments over the three years following the acquisition. The Company allocated the
purchase price for this acquisition based on the valuation of assets acquired and liabilities assumed, resulting in
allocations primarily to goodwill of $5.8 million and intangibles of $2.7 million in the second quarter of 2020. The
carrying amount of the intangible asset related to this acquisition has been included in Miscellaneous assets in our
Consolidated Balance Sheets. The estimated useful life for this asset is 8 years and it is amortized on a straight-line
basis.
During the third quarter of 2020, the Company acquired substantially all the assets and certain liabilities of
Serial Productions, LLC (“Serial”). The purchase price includes approximately $25.0 million in cash that was paid at
closing on July 29, 2020, and $9.3 million of contingent consideration. The contingent consideration is related to
contingent payments based on the achievement of certain operational targets, as defined in the acquisition agreement,
over the five years following the acquisition. The Company estimated the fair value of the contingent consideration
liability using a probability-weighted discounted cash flow model. The fair value is based on significant unobservable
inputs and therefore represents a Level 3 measurement as defined in Note 8.
The Company allocated the purchase price for this acquisition based on the valuation of assets acquired and
liabilities assumed, resulting in allocations primarily to goodwill of $21.5 million and intangibles of $12.9 million as of
the date of acquisition. The carrying amount of the intangible assets related to this acquisition has been included in
Miscellaneous assets in our Consolidated Balance Sheets and include an indefinite-lived intangible of $9.0 million. The
estimated useful life for the finite asset is 6 years and it is amortized on a straight-line basis.
The changes in the carrying amount of goodwill as of December 27, 2020, and since December 30, 2018, were as
follows:
(In thousands)
Balance as of December 30, 2018
Foreign currency translation
Balance as of December 29, 2019
Business acquisitions
Measurement period adjustment(1)
Foreign currency translation
Balance as of December 27, 2020
Total Company
$
140,282
(1,608)
138,674
27,269
(400)
6,114
$
171,657
(1) Includes measurement period adjustment related to deferred tax asset in connection with Listen In Audio, Inc. acquisition.
The foreign currency translation line item reflects changes in goodwill resulting from fluctuating exchange rates
related to the consolidation of certain international subsidiaries.
As of December 27, 2020, the aggregate carrying amount of intangible assets of $16.3 million, which includes an
indefinite-lived intangible of $9.0 million, is recorded in Miscellaneous assets in our Consolidated Balance Sheets. Finite
intangible assets have the estimated useful lives from 5 to 8 years and are amortized on a straight-line basis.
6. Investments
Investments in Joint Ventures
As of December 27, 2020, and December 29, 2019, the value of our investments in joint ventures was zero. Our
proportionate shares of the operating results of our investments are recorded in Gain from joint ventures in our
Consolidated Statements of Operations.
THE NEW YORK TIMES COMPANY – P. 81
Madison
The Company and UPM-Kymmene Corporation (“UPM”), a Finnish paper manufacturing company, are
partners through subsidiary companies in Madison. The Company’s 40% ownership of Madison is through an 80%-
owned consolidated subsidiary that owns 50% of Madison. UPM owns 60% of Madison, including a 10% interest
through a 20% noncontrolling interest in the consolidated subsidiary of the Company. In 2016, the paper mill closed
and the Company’s joint venture in Madison is currently being liquidated.
In 2020 and 2018, we had a gain from joint ventures of $5.0 million and $10.8 million, respectively. The gain
was primarily due to our proportionate share of a distribution received from the pending liquidation of Madison. In
2019, we had no gain/(loss) or distribution from joint ventures.
Non-Marketable Equity Securities
Our non-marketable equity securities are investments in privately held companies/funds without readily
determinable market values. Gains and losses on non-marketable securities sold or impaired are recognized in Interest
income/(expense) and other, net.
As of December 27, 2020, and December 29, 2019, non-marketable equity securities included in Miscellaneous
assets in our Consolidated Balance Sheets had a carrying value of $20.9 million and $13.4 million, respectively. In 2020,
we recorded a $10.1 million gain related to a non-marketable equity investment transaction. The gain is comprised of
$2.5 million realized gain due to the partial sale of the investment and a $7.6 million unrealized gain due to the mark
to market of the remaining investment, and is included in Interest income/(expense) and other, net in our Consolidated
Statements of Operations. We did not have any material fair value adjustments in 2019 and 2018.
7. Other
Capitalized Computer Software Costs
Amortization of capitalized computer software costs included in Depreciation and amortization in our
Consolidated Statements of Operations was $14.7 million, $17.0 million and $15.7 million for the fiscal years ended
December 27, 2020, December 29, 2019 and December 30, 2018, respectively. The unamortized computer software
costs were $18.9 million and $26.4 million as of December 27, 2020, and December 29, 2019, respectively.
Headquarters Redesign and Consolidation
In 2017 and 2018, we redesigned our Company Headquarters, consolidated our space within a smaller number
of floors and leased the additional floors to third parties. We incurred $4.5 million of total costs related to these
measures for the fiscal year ended December 30, 2018. We capitalized less than $1 million for the fiscal year ended
December 29, 2019.
Marketing Expenses
Marketing expense, the cost to promote our brand and our products, was $135.9 million, $167.9 million and
$156.3 million for the fiscal years ended December 27, 2020, December 29, 2019, and December 30, 2018, respectively.
Media expense, the primary component of marketing expense, which represents the cost to promote our subscription
business was $129.6 million, $156.9 million and $131.5 million for the fiscal years ended December 27, 2020,
December 29, 2019, and December 30, 2018, respectively. We expense these costs as incurred.
P. 82 – THE NEW YORK TIMES COMPANY
Interest income/(expense) and other, net
Interest income/(expense) and other, net, as shown in the accompanying Consolidated Statements of Operations
was as follows:
(In thousands)
December 27,
2020
December 29,
2019
December 30,
2018
Interest income and other expense, net(1)
$
24,057
$
21,580
$
14,510
Interest expense
Amortization of debt costs and discount on debt
Capitalized interest
(757)
(26,928)
(28,134)
—
30
1,459
69
(3,394)
452
Total interest income/(expense) and other, net (2)
$
23,330
$
(3,820) $
(16,566)
(1) The twelve months ended December 27, 2020, include a $10.1 million gain related to a non-marketable equity investment transaction. The
twelve months ended December 29, 2019, include a gain of $1.9 million related to the sale of a non-marketable equity security.
(2) The twelve months ended December 29, 2019, and December 30, 2018, includes the amortization of debt costs and discount on debt relating
to the Company’s leasehold condominium interest in the Company’s headquarters building, which was repurchased as of December 29, 2019.
Restricted Cash
A reconciliation of cash, cash equivalents and restricted cash as of December 27, 2020, and December 29, 2019,
from the Consolidated Balance Sheets to the Consolidated Statements of Cash Flows is as follows:
(In thousands)
December 27, 2020
December 29, 2019
Reconciliation of cash, cash equivalents and restricted cash
Cash and cash equivalents
Restricted cash included within other current assets
Restricted cash included within miscellaneous assets
Total cash, cash equivalents and restricted cash shown in the Consolidated Statements of
Cash Flows
$
$
286,079 $
686
15,199
230,431
528
16,559
301,964 $
247,518
Substantially all of the amount included in restricted cash is set aside to collateralize workers’ compensation
obligations.
Restructuring Charge
We recognized a restructuring charge of $4.0 million for the fiscal year ended December 29, 2019, which
included impairment and severance charges related to the closure of our digital marketing agency, HelloSociety, LLC.
These costs are recorded in Restructuring charge in our Consolidated Statements of Operations.
Revolving Credit Facility
In September 2019, the Company entered into a $250.0 million five-year unsecured revolving credit facility (the
“Credit Facility”). Certain of the Company’s domestic subsidiaries have guaranteed the Company’s obligations under
the Credit Facility. Borrowings under the Credit Facility bear interest at specified rates based on our utilization and
consolidated leverage ratio. The Credit Facility contains various customary affirmative and negative covenants. In
addition, the Company is obligated to pay a quarterly unused commitment fee of 0.20%.
As of December 27, 2020, there were no outstanding borrowings under the Credit Facility and the Company
was in compliance with the financial covenants contained in the Credit Facility.
Severance Costs
We recognized severance costs of $6.6 million, $4.0 million and $6.7 million for the fiscal years ended
December 27, 2020, December 29, 2019, and December 30, 2018, respectively. Severance costs recognized were largely
related to workforce reductions primarily affecting our advertising department. These costs are recorded in General
and administrative costs in our Consolidated Statements of Operations.
THE NEW YORK TIMES COMPANY – P. 83
We had a severance liability of $5.0 million and $8.4 million included in Accrued expenses and other in our
Consolidated Balance Sheets as of December 27, 2020, and December 29, 2019, respectively. We anticipate the 2020
payments will be made within the next twelve months.
Property, Plant and Equipment Retirement
During the year ended December 27, 2020, as part of its annual assets review, the Company retired assets that
were no longer in use with a cost of approximately $123.0 million, which were comprised mostly of software of
$69.5 million and equipment of $49.9 million. As a result of the retirement, the Company recorded a de minimis
write-off, which is reflected in General and administrative costs in our Consolidated Statements of Operations.
8. Fair Value Measurements
Fair value is the price that would be received upon the sale of an asset or paid upon transfer of a liability in an
orderly transaction between market participants at the measurement date. The transaction would be in the principal
or most advantageous market for the asset or liability, based on assumptions that a market participant would use in
pricing the asset or liability. The fair value hierarchy consists of three levels:
Level 1–quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability
to access at the measurement date;
Level 2–inputs other than quoted prices included within Level 1 that are observable for the asset or liability,
either directly or indirectly; and
Level 3–unobservable inputs for the asset or liability.
Assets/Liabilities Measured and Recorded at Fair Value on a Recurring Basis
As of December 27, 2020, and December 29, 2019, we had assets related to our qualified pension plans
measured at fair value. The required disclosures regarding such assets are presented in Note 9.
P. 84 – THE NEW YORK TIMES COMPANY
The following table summarizes our financial assets and liabilities measured at fair value on a recurring basis as
of December 27, 2020, and December 29, 2019:
December 27, 2020
December 29, 2019
Total
Level 1
Level 2
Level 3
Total
Level 1
Level 2
Level 3
(In thousands)
Assets:
Short-term AFS securities(1)
Corporate debt securities
$ 130,301
$
—
$ 130,301
$
—
$ 99,126
$
—
$ 99,126
$
U.S Treasury securities
Commercial paper
Certificates of deposit
79,503
37,580
36,525
U.S. governmental agency securities
25,171
—
—
—
—
79,503
37,580
36,525
25,171
—
—
—
—
43,095
12,561
9,501
37,502
—
—
—
—
43,095
12,561
9,501
37,502
Total short-term AFS securities
$ 309,080
$
—
$ 309,080
$
—
$ 201,785
$
—
$ 201,785
$
Long-term AFS securities(1)
Corporate debt securities
$ 135,934
$
—
$ 135,934
$
—
$ 103,737
$
—
$ 103,737
$
U.S Treasury securities
97,565
U.S. governmental agency securities
48,348
Municipal securities
4,984
—
—
—
97,565
48,348
4,984
—
101,438
—
101,438
—
—
46,521
—
—
—
46,521
—
Total long-term AFS securities
$ 286,831
$
—
$ 286,831
$
—
$ 251,696
$
—
$ 251,696
$
Liabilities:
Deferred compensation(2)(3)
$ 22,245
$ 22,245
Contingent consideration
$
8,431
$
—
$
$
—
—
$
$
—
$ 23,702
$ 23,702
8,431
$
—
$
—
$
$
—
—
$
$
—
—
—
—
—
—
—
—
—
—
—
—
—
(1) We classified these investments as Level 2 since the fair value is based on market observable inputs for investments with similar terms and
maturities.
(2) The deferred compensation liability, included in Other liabilities—Other in our Consolidated Balance Sheets, consists of deferrals under The
New York Times Company Deferred Executive Compensation Plan (the “DEC”), a frozen plan which enabled certain eligible executives to elect
to defer a portion of their compensation on a pre-tax basis. The deferred amounts are invested at the executives’ option in various mutual
funds. The fair value of deferred compensation is based on the mutual fund investments elected by the executives and on quoted prices in
active markets for identical assets. Participation in the DEC was frozen effective December 31, 2015.
(3) The Company invests deferred compensation balance in life insurance products. Our investments in life insurance products are included in
Miscellaneous assets in our Consolidated Balance Sheets, and were $49.2 million as of December 27, 2020, and $46.0 million as of
December 29, 2019. The fair value of these assets is measured using the net asset value (“NAV”) per share (or its equivalent) and has not been
classified in the fair value hierarchy.
Level 3 Liabilities
The contingent consideration represents contingent payments in connection with the Serial acquisition. The
Company estimated the fair value of the contingent consideration liability using a probability-weighted discounted
cash flow model. The estimate of the fair value of contingent consideration requires subjective assumptions to be
made regarding probabilities assigned to operational targets and the discount rate. See Note 5 for more information.
The following table presents the changes in the balance of the contingent consideration during the year ended
December 27, 2020:
(In thousands)
Contingent consideration at the time of acquisition
Payments
Contingent consideration at the end of the period
$
$
December 27, 2020
9,293
(862)
8,431
THE NEW YORK TIMES COMPANY – P. 85
The remaining balance of contingent consideration of $8.4 million is included in Accrued expenses and other, for
the current portion of the liability, and Other non-current liabilities, for the long-term portion of the liability, in our
Consolidated Balance Sheets.
Assets Measured and Recorded at Fair Value on a Non-Recurring Basis
Certain non-financial assets, such as goodwill, intangible assets, property, plant and equipment and certain
investments are recognized at fair value on a non-recurring basis. These assets are measured at fair value if an
impairment charge is recognized. Goodwill and intangible assets are initially recorded at fair value in purchase
accounting. We classified all of these measurements as Level 3, as we used unobservable inputs within the valuation
methodologies that were significant to the fair value measurements, and the valuations required management‘s
judgment due to the absence of quoted market prices. We recognized a de minimis impairment of intangibles assets
in 2020 and 2019 related to the closure of our digital marketing agencies. There was no impairment recognized in
2018.
9. Pension Benefits
Single-Employer Plans
We maintain The New York Times Companies Pension Plan (the ”Pension Plan”), a frozen single-employer
defined benefit pension plan. The Company also jointly sponsors a defined benefit plan with The NewsGuild of New
York known as the Guild-Times Adjustable Pension Plan (the “APP”) that continues to accrue active benefits.
Effective January 1, 2018, the Company became the sole sponsor of the frozen Newspaper Guild of New York - The
New York Times Pension Plan (the “Guild-Times Plan”). The Guild-Times Plan was previously joint trusteed between
The NewsGuild of New York and the Company. Effective December 31, 2018, the Guild-Times Plan and
the Retirement Annuity Plan For Craft Employees of The New York Times Companies (the “RAP”) were merged into
the Pension Plan.
We also have a foreign-based pension plan for certain employees (the “foreign plan”). The information for the
foreign plan is combined with the information for U.S. non-qualified plans. The benefit obligation of the foreign plan
is immaterial to our total benefit obligation.
Net Periodic Pension (Income)/Cost
The components of net periodic pension (income)/cost were as follows:
(In thousands)
Service cost
Interest cost
December 27, 2020
December 29, 2019
December 30, 2018
Qualified
Plans
Non-
Qualified
Plans
All
Plans
Qualified
Plans
Non-
Qualified
Plans
All
Plans
Qualified
Plans
Non-
Qualified
Plans
All
Plans
$ 10,429 $
119 $ 10,548
$
5,113 $
118 $
5,231
$
9,986 $
79 $ 10,065
43,710
6,601
50,311
58,835
8,420
67,255
52,770
7,383
60,153
Expected return on plan assets
(67,146)
—
(67,146)
(80,877)
—
(80,877)
(82,327)
—
(82,327)
Amortization and other costs
21,887
6,072
27,959
18,639
4,381
23,020
26,802
5,114
31,916
Amortization of prior service
(credit)/cost
(1,945)
51
(1,894)
(1,945)
13
(1,932)
(1,945)
—
(1,945)
Effect of settlement/curtailment
80,641
(562)
80,079
—
(373)
(373)
—
221
221
Net periodic pension (income)/
cost
$ 87,576 $ 12,281 $ 99,857
$
(235) $ 12,559 $ 12,324
$
5,286 $ 12,797 $ 18,083
Over the past several years, the Company has taken steps to reduce the size and volatility of our pension
obligations. In October 2020, the Company entered into an agreement with an insurance company to transfer the
future benefit obligations and annuity administration for certain retirees (or their beneficiaries) in the Pension Plan.
This transfer of plan assets and obligations reduced the Company’s qualified pension plan obligations by
$236.3 million. As a result of this agreement, the Company recorded a pension settlement charge of $80.6 million.
P. 86 – THE NEW YORK TIMES COMPANY
Other changes in plan assets and benefit obligations recognized in other comprehensive income/loss were as
follows:
(In thousands)
Net actuarial (gain)/loss
Prior service cost
Amortization of loss
Amortization of prior service credit
Effect of settlement
Total recognized in other comprehensive income
Net periodic pension cost
December 27,
2020
December 29,
2019
December 30,
2018
$
(4,172) $
(10,292) $
29,965
—
706
—
(27,959)
(23,020)
(31,916)
1,894
(80,641)
1,932
—
(110,878)
(30,674)
1,945
(421)
(427)
99,857
12,324
18,083
Total recognized in net periodic benefit (income)/cost and other comprehensive
(income)/loss
$
(11,021) $
(18,350) $
17,656
Actuarial gains and losses are amortized using a corridor approach. The gain or loss corridor is equal to 10% of
the greater of the projected benefit obligation and the market-related value of assets. Gains and losses in excess of the
corridor are generally amortized over the future working lifetime for the ongoing plans and average life expectancy
for the frozen plans.
We also contribute to defined contribution benefit plans. The amount of cost recognized for defined
contribution benefit plans was approximately $27 million for 2020 and 2019, respectively, and $22 million for 2018.
THE NEW YORK TIMES COMPANY – P. 87
Benefit Obligation and Plan Assets
The changes in the benefit obligation and plan assets and other amounts recognized in other comprehensive
loss were as follows:
(In thousands)
Change in benefit obligation
December 27, 2020
December 29, 2019
Qualified
Plans
Non-
Qualified
Plans
All Plans
Qualified
Plans
Non-
Qualified
Plans
All Plans
Benefit obligation at beginning of year
$ 1,660,287
$ 247,748
$ 1,908,035
$ 1,491,398
$ 223,066
$ 1,714,464
Service cost
Interest cost
Amendments
Actuarial loss
Curtailments
Settlements
Benefits paid
10,429
119
10,548
5,113
118
5,231
43,710
6,601
50,311
58,835
8,420
67,255
—
—
—
—
706
706
153,136
21,152
174,288
191,104
32,874
223,978
—
(562)
(562)
(236,282)
—
(236,282)
—
—
(373)
(373)
—
—
(82,268)
(15,609)
(97,877)
(86,163)
(17,046)
(103,209)
Effects of change in currency conversion
—
144
144
—
(17)
(17)
Benefit obligation at end of year
1,549,012
259,593
1,808,605
1,660,287
247,748
1,908,035
Change in plan assets
Fair value of plan assets at beginning of year
1,648,667
—
1,648,667
1,410,151
—
1,410,151
Actual return on plan assets
245,606
—
245,606
315,148
—
315,148
Employer contributions
9,498
15,609
25,107
9,531
17,046
26,577
Settlements
Benefits paid
(236,282)
—
(236,282)
—
—
—
(82,268)
(15,609)
(97,877)
(86,163)
(17,046)
(103,209)
Fair value of plan assets at end of year
1,585,221
—
1,585,221
1,648,667
—
1,648,667
Net amount recognized
$ 36,209
$ (259,593) $ (223,384) $
(11,620) $ (247,748) $ (259,368)
Amount recognized in the Consolidated Balance Sheets
Noncurrent Assets
Current liabilities
Noncurrent liabilities
$ 54,950
$
—
$ 54,950
$
—
$
—
$
—
—
(16,990)
(16,990)
—
(17,147)
(17,147)
(18,741)
(242,603)
(261,344)
(11,620)
(230,601)
(242,221)
Net amount recognized
$ 36,209
$ (259,593) $ (223,384) $
(11,620) $ (247,748) $ (259,368)
Amount recognized in accumulated other comprehensive loss
Actuarial loss
Prior service credit
Total
$ 464,922
$ 137,697
$ 602,619
$ 592,774
$ 122,617
$ 715,391
(14,897)
642
(14,255)
(16,842)
693
(16,149)
$ 450,025
$ 138,339
$ 588,364
$ 575,932
$ 123,310
$ 699,242
Benefit obligations decreased from $1.9 billion at December 29, 2019, to $1.8 billion at December 27, 2020,
primarily due to the previously discussed settlement transaction of $236.3 million, partially offset by actuarial losses
of $174.3 million. The main driver of the actuarial loss was a decrease in the discount rate, partially offset by updating
the latest mortality improvement scale.
P. 88 – THE NEW YORK TIMES COMPANY
Benefit obligations increased from $1.7 billion at December 30, 2018, to $1.9 billion at December 29, 2019,
primarily due to the actuarial loss of $224.0 million, driven by a decrease in the discount rate.
The accumulated benefit obligation for all pension plans was $1.8 billion and $1.9 billion as of December 27,
2020, and December 29, 2019, respectively.
Information for pension plans with an accumulated benefit obligation and projected benefit obligation in excess
of plan assets was as follows:
(In thousands)
Projected benefit obligation
Accumulated benefit obligation
Fair value of plan assets
Assumptions
December 27,
2020
December 29,
2019
$
$
$
364,272
349,429
85,938
$
$
$
1,908,035
1,904,979
1,648,667
Weighted-average assumptions used in the actuarial computations to determine benefit obligations for
qualified pension plans were as follows:
Discount rate
Rate of increase in compensation levels
December 27,
2020
December 29,
2019
2.64 %
3.00 %
3.30 %
3.00 %
The rate of increase in compensation levels is applicable only for the APP that has not been frozen.
Weighted-average assumptions used in the actuarial computations to determine net periodic pension cost for
qualified plans were as follows:
Discount rate for determining projected benefit obligation
Discount rate in effect for determining service cost
Discount rate in effect for determining interest cost
Rate of increase in compensation levels
Expected long-term rate of return on assets
December 27,
2020
December 29,
2019
December 30,
2018
3.30 %
3.67 %
2.70 %
3.00 %
4.59 %
4.43 %
3.87 %
4.06 %
3.00 %
5.68 %
3.75 %
3.88 %
3.31 %
2.95 %
5.69 %
Weighted-average assumptions used in the actuarial computations to determine benefit obligations for non-
qualified plans were as follows:
Discount rate
Rate of increase in compensation levels
December 27,
2020
December 29,
2019
2.39 %
2.50 %
3.17 %
2.50 %
The rate of increase in compensation levels is applicable only for the foreign plan that has not been frozen.
THE NEW YORK TIMES COMPANY – P. 89
Weighted-average assumptions used in the actuarial computations to determine net periodic pension cost for
non-qualified plans were as follows:
Discount rate for determining projected benefit obligation
Discount rate in effect for determining interest cost
Rate of increase in compensation levels
December 27,
2020
December 29,
2019
December 30,
2018
3.17 %
2.78 %
2.50 %
4.35 %
3.94 %
2.50 %
3.67 %
3.14 %
2.50 %
We determined our discount rate using a Ryan ALM, Inc. Curve (the “Ryan Curve”). The Ryan Curve provides
the bonds included in the curve and allows adjustments for certain outliers (i.e., bonds on “watch”). We believe the
Ryan Curve allows us to calculate an appropriate discount rate.
To determine our discount rate, we project a cash flow based on annual accrued benefits. The projected plan
cash flow is discounted to the measurement date, which is the last day of our fiscal year, using the annual spot rates
provided in the Ryan Curve.
In determining the expected long-term rate of return on assets, we evaluated input from our investment
consultants, actuaries and investment management firms, including our review of asset class return expectations, as
well as long-term historical asset class returns. Projected returns by such consultants and economists are based on
broad equity and bond indices. Our objective is to select an average rate of earnings expected on existing plan assets
and expected contributions to the plan during the year, less expense expected to be incurred by the plan during the
year.
The market-related value of plan assets is multiplied by the expected long-term rate of return on assets to
compute the expected return on plan assets, a component of net periodic pension cost. The market-related value of
plan assets is a calculated value that recognizes changes in fair value over three years.
Plan Assets
The Pension Plan
The assets underlying the Pension Plan are managed by professional investment managers. These investment
managers are selected and monitored by the pension investment committee, composed of certain senior executives,
who are appointed by the Finance Committee of the Board of Directors of the Company. The Finance Committee is
responsible for adopting our investment policy, which includes rules regarding the selection and retention of
qualified advisors and investment managers. The pension investment committee is responsible for implementing and
monitoring compliance with our investment policy, selecting and monitoring investment managers and
communicating the investment guidelines and performance objectives to the investment managers.
Our contributions are made on a basis determined by the actuaries in accordance with the funding
requirements and limitations of the Employee Retirement Income Security Act (“ERISA”) and the Internal Revenue
Code.
Investment Policy and Strategy
The primary long-term investment objective is to allocate assets in a manner that produces a total rate of return
that meets or exceeds the growth of our pension liabilities. An additional investment objective is to transition the asset
mix to hedge liabilities and minimize volatility in the funded status of the Pension Plan.
Asset Allocation Guidelines
In accordance with our asset allocation strategy, investments are categorized into long duration fixed income
investments whose value is highly correlated to that of the Pension Plan’s obligations (“Long Duration Assets”) or
other investments, such as equities and high-yield fixed income securities, whose return over time is expected to
exceed the rate of growth in the Pension Plan’s obligations (“Return-Seeking Assets”).
The proportional allocation of assets between Long Duration Assets and Return-Seeking Assets is dependent on
the funded status of the Pension Plan. Under our policy, for example, a funded status at 102.5% requires an allocation
of total assets of 77.5% to 82.5% to Long Duration Assets and 17.5% to 22.5% to Return-Seeking Assets. As the Pension
P. 90 – THE NEW YORK TIMES COMPANY
Plan’s funded status increases, the allocation to Long Duration Assets will increase and the allocation to Return-
Seeking Assets will decrease.
The following asset allocation guidelines apply to the Return-Seeking Assets:
Asset Category
Public Equity
High-Yield Fixed Income
Alternatives
Cash
Percentage
Range
Actual
70% - 100%
0%
0%
0%
- 15%
- 15%
- 10%
87 %
0 %
11 %
2 %
The asset allocations by asset category for both Long Duration and Return-Seeking Assets, as of December 27,
2020, were as follows:
Asset Category
Long Duration Fixed Income
Public Equity
High-Yield Fixed Income
Alternatives
Cash
Percentage
Range
Actual
77.5% - 82.5%
12.3% - 22.5%
0%
0%
0%
-
-
-
3%
3%
2%
78 %
19 %
0 %
2 %
1 %
The specified target allocation of assets and ranges set forth above are maintained and reviewed on a periodic
basis by the pension investment committee. The pension investment committee may direct the transfer of assets
between investment managers in order to rebalance the portfolio in accordance with approved asset allocation ranges
to accomplish the investment objectives for the Pension Plan’s assets.
The APP
The assets underlying the joint Company and The NewsGuild of New York sponsored plan are managed by
professional investment managers. These investment managers are selected and monitored by the APP’s Board of
Trustees (the “APP Trustees”). The APP Trustees are responsible for adopting an investment policy, implementing
and monitoring compliance with that policy, selecting and monitoring investment managers, and communicating the
investment guidelines and performance objectives to the investment managers.
Investment Policy and Strategy
The investment objective is to allocate investment assets in a manner that satisfies the funding objectives of the
APP and to maximize the probability of maintaining a 100% funded status.
Asset Allocation Guidelines
In accordance with the asset allocation guidelines, investments are segmented into hedging assets whose value
is highly correlated to that of the APP’s obligations (“Hedging Assets”) or other investments, such as equities and
high-yield fixed income securities, whose return over time is expected to exceed the rate of growth in the APP’s
obligations (“Return-Seeking Assets”).
THE NEW YORK TIMES COMPANY – P. 91
The asset allocations by asset category as of December 27, 2020, were as follows:
Asset Category
Hedging Assets
Return-Seeking Assets
Cash and Equivalents
Percentage
Range
Actual
75% - 90%
10% - 25%
0%
-
5%
78 %
22 %
0 %
The specified target allocation of assets and ranges set forth above are maintained and reviewed on a periodic
basis by the APP Trustees. The APP Trustees may direct the transfer of assets between investment managers in order
to rebalance the portfolio in accordance with approved asset allocation ranges to accomplish the investment
objectives for the APP’s assets.
Fair Value of Plan Assets
The fair value of the assets underlying the Pension Plan and the joint-sponsored APP by asset category are as
follows:
(In thousands)
Asset Category
Equity Securities:
Quoted Prices
Markets for
Identical Assets
Significant
Observable
Inputs
Significant
Unobservable
Inputs
Investment
Measured at Net
Asset Value(2)
December 31, 2020
(Level 1)
(Level 2)
(Level 3)
Total
U.S. Equities
$
28,002
$
—
$
—
$
—
$
International Equities
Mutual Funds
Registered Investment Companies
34,025
29,011
66,923
Common/Collective Funds(1)
Fixed Income Securities:
Corporate Bonds
U.S. Treasury and Other
Government Securities
Municipal and Provincial Bonds
Other
Cash and Cash Equivalents
Private Equity
Hedge Fund
—
—
—
—
—
—
—
—
—
—
—
—
646,330
42,111
40,150
10,693
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
643,443
—
—
—
—
5,481
9,770
29,282
28,002
34,025
29,011
66,923
643,443
646,330
42,111
40,150
10,693
5,481
9,770
29,282
Assets at Fair Value
$
157,961
$
739,284
$
—
$
687,976
$
1,585,221
(1) The underlying assets of the common/collective funds are primarily comprised of equity and fixed income securities. The fair value in the above
table represents our ownership share of the NAV of the underlying funds.
(2) Certain investments that are measured at fair value using the NAV per share (or its equivalent) have not been classified in the fair value
hierarchy.
P. 92 – THE NEW YORK TIMES COMPANY
Fair Value Measurement at December 31, 2019
Quoted Prices
Markets for
Identical Assets
Significant
Observable
Inputs
Significant
Unobservable
Inputs
Investment
Measured at Net
Asset Value(2)
(Level 1)
(Level 2)
(Level 3)
Total
(In thousands)
Asset Category
Equity Securities:
U.S. Equities
$
55,011
$
—
$
—
$
—
$
International Equities
Mutual Funds
Registered Investment Companies
38,231
46,276
52,582
Common/Collective Funds(1)
Fixed Income Securities:
Corporate Bonds
U.S. Treasury and Other
Government Securities
Municipal and Provincial Bonds
Other
Cash and Cash Equivalents
Private Equity
Hedge Fund
—
—
—
—
—
—
—
—
—
—
—
—
574,756
196,009
42,812
11,745
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
55,011
38,231
46,276
52,582
575,738
575,738
—
—
—
—
19,097
11,345
25,065
574,756
196,009
42,812
11,745
19,097
11,345
25,065
Assets at Fair Value
$
192,100
$
825,322
$
—
$
631,245
$
1,648,667
(1) The underlying assets of the common/collective funds are primarily comprised of equity and fixed income securities. The fair value in the above
table represents our ownership share of the NAV of the underlying funds.
(2) Certain investments that are measured at fair value using the NAV per share (or its equivalent) have not been classified in the fair value
hierarchy.
Level 1 and Level 2 Investments
Where quoted prices are available in an active market for identical assets, such as equity securities traded on an
exchange, transactions for the asset occur with such frequency that the pricing information is available on an
ongoing/daily basis. We classify these types of investments as Level 1 where the fair value represents the closing/last
trade price for these particular securities.
For our investments where pricing data may not be readily available, fair values are estimated by using quoted
prices for similar assets, in both active and not active markets, and observable inputs, other than quoted prices, such
as interest rates and credit risk. We classify these types of investments as Level 2 because we are able to reasonably
estimate the fair value through inputs that are observable, either directly or indirectly. There are no restrictions on our
ability to sell any of our Level 1 and Level 2 investments.
Cash Flows
In 2020, we made contributions to the APP of $9.5 million. We expect contributions made to satisfy minimum
funding requirements to total approximately $10 million in 2021.
THE NEW YORK TIMES COMPANY – P. 93
The following benefit payments, which reflect future service for plans that have not been frozen, are expected to
be paid:
(In thousands)
2021
2022
2023
2024
2025
2026-2030(1)
Plans
Qualified
Non-
Qualified
Total
$
69,821
$
17,173
$
86,994
71,905
73,927
75,470
76,982
399,881
16,908
16,701
16,455
16,175
77,545
88,813
90,628
91,925
93,157
477,426
(1) While benefit payments under these plans are expected to continue beyond 2030, we have presented in this table only those benefit payments
estimated over the next 10 years.
Multiemployer Plans
We contribute to a number of multiemployer defined benefit pension plans under the terms of various
collective bargaining agreements that cover our union-represented employees. In recent years, certain events, such as
amendments to various collective bargaining agreements and the sale of the New England Media Group, resulted in
withdrawals from multiemployer pension plans. These actions, along with a reduction in covered employees, have
resulted in us estimating withdrawal liabilities to the respective plans for our proportionate share of any unfunded
vested benefits. During the third quarter of 2019 and 2018, we recorded a gain of $2.0 million and $4.9 million,
respectively, from multiemployer pension liability adjustment which was recorded in Gain from pension liability
adjustment in our Consolidated Statements of Operations.
Our multiemployer pension plan withdrawal liability was approximately $76 million as of December 27, 2020,
and approximately $82 million as of December 29, 2019. This liability represents the present value of the obligations
related to complete and partial withdrawals that have already occurred as well as an estimate of future partial
withdrawals that we considered probable and reasonably estimable. For those plans that have yet to provide us with
a demand letter, the actual liability will not be fully known until they complete a final assessment of the withdrawal
liability and issue a demand to us. Therefore, the estimate of our multiemployer pension plan liability will be
adjusted as more information becomes available that allows us to refine our estimates.
The risks of participating in multiemployer plans are different from single-employer plans in the following
aspects:
• Assets contributed to the multiemployer plan by one employer may be used to provide benefits to employees
of other participating employers.
• If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne
by the remaining participating employers.
• If we elect to withdraw from these plans or if we trigger a partial withdrawal due to declines in contribution
base units or a partial cessation of our obligation to contribute, we may be assessed a withdrawal liability
based on a calculated share of the underfunded status of the plan.
• If a multiemployer plan from which we have withdrawn subsequently experiences a mass withdrawal, we
may be required to make additional contributions under applicable law.
Our participation in significant plans for the fiscal period ended December 27, 2020, is outlined in the table
below. The “EIN/Pension Plan Number” column provides the Employer Identification Number (“EIN”) and the
three-digit plan number. The zone status is based on the latest information that we received from the plan and is
certified by the plan’s actuary. A plan is generally classified in critical status if a funding deficiency is
projected within four years or five years, depending on other criteria. A plan in critical status is classified in critical
and declining status if it is projected to become insolvent in the next 15 or 20 years, depending on other criteria.
P. 94 – THE NEW YORK TIMES COMPANY
A plan is classified in endangered status if its funded percentage is less than 80% or a funding deficiency is
projected within seven years. If the plan satisfies both of these triggers, it is classified in seriously endangered status.
A plan not classified in any other status is classified in the green zone. The “FIP/RP Status Pending/Implemented”
column indicates plans for which a funding improvement plan (“FIP”) or a rehabilitation plan (“RP”) is either
pending or has been implemented. The “Surcharge Imposed” column includes plans in a red zone status that are
required to pay a surcharge in excess of regular contributions. The last column lists the expiration date(s) of the
collective bargaining agreement(s) to which the plans are subject.
Pension Fund
EIN/Pension
Plan Number
2020
2019
FIP/RP Status
Pending/
Implemented
2020
2019
2018
Surcharge
Imposed
Pension Protection Act
Zone Status
(In thousands)
Contributions of the
Company
Collective
Bargaining
Agreement
Expiration
Date
CWA/ITU Negotiated
Pension Plan
Newspaper and Mail
Deliverers’-Publishers’
Pension Fund(2)
GCIU-Employer
Retirement Benefit
Plan
Pressmen’s
Publishers’ Pension
Fund(4)
Paper Handlers’-
Publishers’ Pension
Fund(5)
Critical and
Declining as
of 1/01/20
Critical and
Declining
as of
1/01/19
13-6212879-001
13-6122251-001
Green as of
6/01/20
Green as of
6/01/19
Critical and
Declining as
of 1/01/20
Endangered
as of
4/01/20
Critical and
Declining as
of 4/01/20
Critical and
Declining
as of
1/01/19
Green as of
4/01/19
Critical and
Declining
as of
4/01/19
91-6024903-001
13-6121627-001
13-6104795-001
Contributions for individually significant plans
Contributions for a plan not individually significant
Total Contributions
Implemented
$
384 $
415 $
408
No
(1)
N/A
1,010 1,014
992
No
3/30/2025
Implemented
65
58
42
Yes
3/30/2021(3)
Pending
1,328 1,213 1,129
No
3/30/2021
Implemented
101
100
99
Yes
3/30/2021
$ 2,888 $ 2,800 $ 2,670
$
24 $ — $ —
$ 2,912 $ 2,800 $ 2,670
(1) There are two collective bargaining agreements requiring contributions to this plan: Mailers, which expires March 30, 2023, and Typographers,
which expires March 30, 2025.
(2) Elections under the Preservation of Access to Care for Medicare Beneficiaries and Pension Relief Act of 2010: Extended Amortization of Net
Investment Losses (IRS Section 431(b)(8)(A)) and the Expanded Smoothing Period (IRS Section 431(b)(8)(B)).
(3) We previously had two collective bargaining agreements requiring contributions to this plan. As of December 30, 2018, only one collective
bargaining agreement remained for the Stereotypers. The method for calculating actuarial value of assets was changed retroactive to January
1, 2009, as elected by the Board of Trustees and as permitted by IRS Notice 2010-83. This election includes smoothing 2008 investment losses
over ten years.
(4) The Plan sponsor elected two provisions of funding relief under the Preservation of Access to Care for Medicare Beneficiaries and Pension
Relief Act of 2010 (PRA 2010) to more slowly absorb the 2008 plan year investment loss, retroactively effective as of April 1, 2009. These
included extended amortization under the prospective method and 10-year smoothing of the asset loss for the plan year beginning April 1,
2008.
(5) Board of Trustees elected funding relief. This election includes smoothing the March 31, 2009 investment losses over 10 years.
The rehabilitation plan for the GCIU-Employer Retirement Benefit Plan includes minimum annual
contributions no less than the total annual contribution made by us from September 1, 2008 through August 31, 2009.
THE NEW YORK TIMES COMPANY – P. 95
The Company was listed in the plans’ respective Forms 5500 as providing more than 5% of the total
contributions for the following plans and plan years:
Pension Fund
CWA/ITU Negotiated Pension Plan
Newspaper and Mail Deliverers’-Publishers’ Pension Fund
Pressmen’s Publisher’s Pension Fund
Paper Handlers’-Publishers’ Pension Fund
Year Contributions to Plan Exceeded More Than 5 Percent of Total
Contributions (as of Plan’s Year-End)
12/31/2019
5/31/2019 & 5/31/2018(1)
3/31/2020 & 3/31/2019
3/31/2020 & 3/31/2019
(1) Form 5500 for the plan year ended 5/31/20 was not available as of the date we filed our financial statements.
10. Other Postretirement Benefits
We provide health benefits to certain primarily grandfathered retired employee groups (and their eligible
dependents) who meet the definition of an eligible participant and certain age and service requirements, as outlined
in the plan document. There is a de minimis liability for retiree health benefits for active employees. While we offer
pre-age 65 retiree medical coverage to employees who meet certain retiree medical eligibility requirements, we do not
provide post-age 65 retiree medical benefits for employees who retired on or after March 1, 2009. We accrue the costs
of postretirement benefits during the employees’ active years of service and our policy is to pay our portion of
insurance premiums and claims from general corporate assets.
Net Periodic Other Postretirement Benefit Cost/(Income)
The components of net periodic postretirement benefit cost/(income) were as follows:
(In thousands)
Service cost
Interest cost
Amortization and other costs
Amortization of prior service credit
December 27,
2020
December 29,
2019
December 30,
2018
$
29
$
27
$
21
1,026
3,051
1,602
3,375
1,476
4,735
(4,225)
(4,766)
(6,157)
Net periodic postretirement benefit cost/(income)
$
(119) $
238
$
75
P. 96 – THE NEW YORK TIMES COMPANY
The changes in the benefit obligations recognized in other comprehensive loss/(income) were as follows:
(In thousands)
Net actuarial loss/(gain)
Amortization of loss
Amortization of prior service credit
Total recognized in other comprehensive loss/(income)
Net periodic postretirement benefit cost/(income)
December 27,
2020
December 29,
2019
December 30,
2018
$
4,044
$
296
$
(4,905)
(3,051)
(3,375)
(4,735)
4,225
5,218
(119)
4,766
1,687
238
6,157
(3,483)
75
Total recognized in net periodic postretirement benefit cost/(income) and other
comprehensive loss/(income)
$
5,099
$
1,925
$
(3,408)
Actuarial gains and losses are amortized using a corridor approach. The gain or loss corridor is equal to 10% of
the accumulated postretirement benefit obligation. Gains and losses in excess of the corridor are generally amortized
over the average remaining service period to expected retirement of active participants.
In connection with collective bargaining agreements, we contribute to several multiemployer welfare plans.
These plans provide medical benefits to active and retired employees covered under the respective collective
bargaining agreement. Contributions are made in accordance with the formula in the relevant agreement.
Postretirement costs related to these plans are not reflected above and were approximately $16 million in 2020, $15
million in 2019, and $16 million in 2018.
THE NEW YORK TIMES COMPANY – P. 97
The changes in the benefit obligation and plan assets and other amounts recognized in other comprehensive
loss were as follows:
(In thousands)
Change in benefit obligation
Benefit obligation at beginning of year
Service cost
Interest cost
Plan participants’ contributions
Actuarial loss
Benefits paid
Benefit obligation at the end of year
Change in plan assets
Employer contributions
Plan participants’ contributions
Benefits paid
Fair value of plan assets at end of year
Net amount recognized
Amount recognized in the Consolidated Balance Sheets
Current liabilities
Noncurrent liabilities
Net amount recognized
Amount recognized in accumulated other comprehensive loss
Actuarial loss
Prior service credit
Total
December 27,
2020
December 29,
2019
$
42,803
$
46,037
29
1,026
2,820
4,044
27
1,602
3,835
296
(7,414)
(8,994)
43,308
42,803
4,594
2,820
5,159
3,835
(7,414)
(8,994)
—
—
$
(43,308) $
(42,803)
$
(4,618) $
(5,115)
(38,690)
(37,688)
$
(43,308) $
(42,803)
$
26,785
$
25,793
(3,466)
(7,691)
$
23,319
$
18,102
Benefit obligations increased from $42.8 million at December 29, 2019, to $43.3 million at December 27, 2020,
primarily due to the actuarial loss of $4.0 million, driven by a decrease in the discount rate.
Information for postretirement plans with accumulated benefit obligations in excess of plan assets was as
follows:
(In thousands)
Accumulated benefit obligation
Fair value of plan assets
P. 98 – THE NEW YORK TIMES COMPANY
December 27,
2020
December 29,
2019
$
$
43,308
—
$
$
42,803
—
Weighted-average assumptions used in the actuarial computations to determine the postretirement benefit
obligations were as follows:
Discount rate
Estimated increase in compensation level
December 27,
2020
December 29,
2019
2.01 %
3.50 %
2.94 %
3.50 %
Weighted-average assumptions used in the actuarial computations to determine net periodic postretirement
cost were as follows:
Discount rate for determining projected benefit obligation
Discount rate in effect for determining service cost
Discount rate in effect for determining interest cost
Estimated increase in compensation level
The assumed health-care cost trend rates were as follows:
Health-care cost trend rate
Rate to which the cost trend rate is assumed to decline (ultimate trend rate)
Year that the rate reaches the ultimate trend rate
December 27,
2020
December 29,
2019
December 30,
2018
2.94 %
3.04 %
2.55 %
3.50 %
4.18 %
4.19 %
3.71 %
3.50 %
3.46 %
3.56 %
3.01 %
3.50 %
December 27,
2020
December 29,
2019
5.95 %
4.92 %
2027
6.57 %
5.00 %
2025
Because our health-care plans are capped for most participants, the assumed health-care cost trend rates do not
have a significant effect on the amounts reported for the health-care plans.
The following benefit payments (net of plan participant contributions) under our Company’s postretirement
plans, which reflect expected future services, are expected to be paid:
(In thousands)
2021
2022
2023
2024
2025
2026-2030(1)
Amount
$
4,716
4,417
4,173
3,886
3,594
14,130
(1) While benefit payments under these plans are expected to continue beyond 2030, we have presented in this table only those benefit payments
estimated over the next 10 years.
We accrue the cost of certain benefits provided to former or inactive employees after employment, but before
retirement. The cost is recognized only when it is probable and can be estimated. Benefits include life insurance,
disability benefits and health-care continuation coverage. The accrued obligation for these benefits was $8.6 million as
of December 27, 2020, and $9.5 million as of December 29, 2019.
THE NEW YORK TIMES COMPANY – P. 99
11. Other Liabilities
The components of the Other Liabilities — Other balance in our Consolidated Balance Sheets were as follows:
(In thousands)
Deferred compensation
Noncurrent operating lease liabilities
Contingent consideration
Other liabilities
Total
December 27,
2020
December 29,
2019
$
22,245
$
23,702
52,695
4,279
48,366
55,136
—
47,399
$
127,585
$
126,237
Deferred compensation consists primarily of deferrals under our DEC. Refer to Note 8 for detail.
We invest deferred compensation in life insurance products designed to closely mirror the performance of the
investment funds that the participants select. Our investments in life insurance products are included in Miscellaneous
assets in our Consolidated Balance Sheets, and were $49.2 million as of December 27, 2020, and $46.0 million as of
December 29, 2019.
Refer to Note 17 for detail related to noncurrent operating lease liabilities.
Refer to Note 5 for detail related to contingent consideration.
Other liabilities in the preceding table primarily included our post-employment liabilities, our contingent tax
liability for uncertain tax positions, and self-insurance liabilities as of December 27, 2020, and December 29, 2019.
12. Income Taxes
Reconciliations between the effective tax rate on income from continuing operations before income taxes and
the federal statutory rate are presented below.
(In thousands)
Tax at federal statutory rate
State and local taxes, net
Effect of enacted changes in tax laws
December 27, 2020
December 29, 2019
December 30, 2018
Amount
% of
Pre-tax
Amount
% of
Pre-tax
Amount
% of
Pre-tax
$ 24,241
21.0
$ 34,537
21.0
$ 36,979
3,873
—
3.4
—
5,303
—
3.2
—
12,335
(1,872)
(1.0)
21.0
7.0
(Decrease)/increase in uncertain tax positions
(2,509)
(2.2)
(2,427)
(1.5)
2,288
(Gain)/loss on company-owned life insurance
(635)
(0.6)
(1,662)
(1.0)
449
Nondeductible expense
Nondeductible executive compensation
800
1,271
0.7
1.1
1,938
1.2
1,808
(355)
(0.2)
2,135
1.3
0.2
1.0
1.2
Stock-based awards benefit
(7,251)
(6.3)
(6,184)
(3.8)
(1,795)
(1.0)
Deduction for foreign-derived intangible income
(686)
(0.6)
(2,625)
Research and experimentation credit
(3,892)
(3.4)
(5,672)
(1.6)
(3.4)
—
—
—
—
Other, net
Income tax expense
(617)
(0.5)
1,641
1.0
(3,696)
(2.1)
$ 14,595
12.6
$ 24,494
14.9
$ 48,631
27.6
P. 100 – THE NEW YORK TIMES COMPANY
The components of income tax expense as shown in our Consolidated Statements of Operations were as
follows:
(In thousands)
Current tax expense/(benefit)
Federal
Foreign
State and local
Total current tax expense
Deferred tax expense/(benefit)
Federal
State and local
Total deferred tax expense
Income tax expense
December 27,
2020
December 29,
2019
December 30,
2018
$
21,414
$
16,283
$
31,719
905
7,453
823
3,146
29,772
20,252
(9,249)
(5,928)
(15,177)
5,588
(1,346)
4,242
705
10,172
42,596
913
5,122
6,035
$
14,595
$
24,494
$
48,631
State tax operating loss carryforwards totaled $1.3 million as of December 27, 2020, and $1.6 million as of
December 29, 2019. Such loss carryforwards expire in accordance with provisions of applicable tax laws and have
remaining lives up to 17 years.
The components of the net deferred tax assets and liabilities recognized in our Consolidated Balance Sheets
were as follows:
(In thousands)
Deferred tax assets
December 27,
2020
December 29,
2019
Retirement, postemployment and deferred compensation plans
$
103,433
$
113,306
Accruals for other employee benefits, compensation, insurance and other
Net operating losses
Operating lease liabilities
Other
Gross deferred tax assets
Valuation allowance
Net deferred tax assets
Deferred tax liabilities
Property, plant and equipment
Intangible assets
Operating lease right-of-use assets
Other
Gross deferred tax liabilities
Net deferred tax asset
25,899
1,510
16,648
32,664
25,543
1,289
16,746
27,042
$
180,154
$
183,926
(293)
—
$
179,861
$
183,926
$
41,832
$
39,494
7,652
14,196
16,663
80,343
99,518
$
$
7,596
14,309
7,298
68,697
115,229
$
$
THE NEW YORK TIMES COMPANY – P. 101
We assess whether a valuation allowance should be established against deferred tax assets based on the
consideration of both positive and negative evidence using a “more likely than not” standard. In making such
judgments, significant weight is given to evidence that can be objectively verified. We evaluated our deferred tax
assets for recoverability using a consistent approach that considers our three-year historical cumulative income/
(loss), including an assessment of the degree to which any such losses were due to items that are unusual in nature
(i.e., impairments of nondeductible goodwill and intangible assets).
We had a valuation allowance totaling $0.3 million as of December 27, 2020, for deferred tax assets primarily
associated with net operating losses of a U.S. subsidiary, as we determined these assets were not realizable on a more-
likely-than-not basis. We had no valuation allowance as of December 29, 2019.
We had an income tax receivable of $3.3 million as of December 27, 2020, compared with an income tax
receivable of $12.6 million as of December 29, 2019.
Income tax benefits related to the exercise or vesting of equity awards reduced current taxes payable by $13.1
million, $11.9 million and $4.8 million in 2020, 2019 and 2018, respectively.
As of December 27, 2020, and December 29, 2019, Accumulated other comprehensive loss, net of income taxes in our
Consolidated Balance Sheets and for the years then ended in our Consolidated Statements of Changes in
Stockholders’ Equity was net of deferred tax assets of approximately $160 million and $188 million, respectively.
A reconciliation of unrecognized tax benefits is as follows:
(In thousands)
Balance at beginning of year
December 27,
2020
December 29,
2019
December 30,
2018
$
10,309
$
11,629
$
17,086
Gross additions to tax positions taken during the current year
1,130
1,184
Gross additions to tax positions taken during the prior year
Gross reductions to tax positions taken during the prior year
Reductions from settlements with taxing authorities
Reductions from lapse of applicable statutes of limitations
133
(93)
711
(76)
(3,814)
(2,637)
(928)
(502)
680
3,019
(8,607)
—
(549)
Balance at end of year
$
6,737
$
10,309
$
11,629
The total amount of unrecognized tax benefits that would, if recognized, affect the effective income tax rate was
approximately $6 million and $9 million as of December 27, 2020, and December 29, 2019, respectively.
In 2020 and 2019, we recorded a $5.4 million and a $3.8 million income tax benefit, respectively, due to a
reduction in the Company’s reserve for uncertain tax positions.
We also recognize accrued interest expense and penalties related to the unrecognized tax benefits within
income tax expense or benefit. The total amount of accrued interest and penalties was approximately $1 million and $2
million as of December 27, 2020, and December 29, 2019, respectively. The total amount of accrued interest and
penalties was a net benefit of $0.7 million in 2020, a net benefit of $0.6 million in 2019 and a net benefit of $0.7 million
in 2018.
With few exceptions, we are no longer subject to U.S. federal, state and local, or non-U.S. income tax
examinations by tax authorities for years prior to 2013. Management believes that our accrual for tax liabilities is
adequate for all open audit years. This assessment relies on estimates and assumptions and may involve a series of
complex judgments about future events.
It is reasonably possible that certain income tax examinations may be concluded, or statutes of limitation may
lapse, during the next 12 months, which could result in a decrease in unrecognized tax benefits of $4.6 million that
would, if recognized, impact the effective tax rate.
On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act") was signed into
law. The tax provisions in the CARES Act did not have a material impact on our 2020 Consolidated Financial
Statements.
P. 102 – THE NEW YORK TIMES COMPANY
13. Earnings/(Loss) Per Share
We compute earnings/(loss) per share using a two-class method, an earnings allocation method used when a
company’s capital structure includes either two or more classes of common stock or common stock and participating
securities. This method determines earnings/(loss) per share based on dividends declared on common stock and
participating securities (i.e., distributed earnings), as well as participation rights of participating securities in any
undistributed earnings.
Earnings/(loss) per share is computed using both basic shares and diluted shares. The difference between basic
and diluted shares is that diluted shares include the dilutive effect of the assumed exercise of outstanding securities.
Our stock options, stock-settled long-term performance awards and restricted stock units could impact the diluted
shares. The difference between basic and diluted shares of approximately 1.1 million, 1.5 million and 2.1 million as of
December 27, 2020, December 29, 2019, and December 30, 2018, respectively, resulted primarily from the dilutive
effect of certain stock options and performance awards.
Securities that could potentially be dilutive are excluded from the computation of diluted earnings per share
when a loss from continuing operations exists or when the exercise price exceeds the market value of our Class A
Common Stock, because their inclusion would result in an anti-dilutive effect on per share amounts.
There were no anti-dilutive stock options, stock-settled long-term performance awards and restricted stock
units excluded from the computation of diluted earnings per share for the years ended 2020, 2019 and 2018.
14. Stock-Based Awards
As of December 27, 2020, the Company was authorized to grant stock-based compensation under its 2020
Incentive Compensation Plan (the “2020 Incentive Plan”), which became effective April 22, 2020. The 2020 Incentive
Plan replaced the 2010 Incentive Compensation Plan (the “2010 Incentive Plan”). In addition, through April 30, 2014,
the Company maintained its 2004 Non-Employee Directors’ Stock Incentive Plan (the “2004 Directors’ Plan”).
The Company’s long-term incentive compensation program provides executives the opportunity to earn cash
and shares of Class A Common Stock at the end of three-year performance cycles based in part on the achievement of
financial goals tied to a financial metric and in part on stock price performance relative to companies in the Standard
& Poor’s 500 Stock Index, with the majority of the target award to be settled in the Company’s Class A Common
Stock. In addition, the Company grants time-vested restricted stock units annually to a number of employees. These
are settled in shares of Class A Common Stock.
Each non-employee director of the Company receives an annual grant of restricted stock units under the 2020
Incentive Plan. Restricted stock units are awarded on the date of the annual meeting of stockholders and vest on the
date of the subsequent year’s annual meeting, with the shares to be delivered upon a director’s cessation of
membership on the Board of Directors. Each non-employee director is credited with additional restricted stock units
with a value equal to the amount of all dividends paid on the Company’s Class A Common Stock. The Company’s
directors are considered employees for purposes of stock-based compensation.
We refer to our outstanding stock-settled long-term performance awards, restricted stock units and stock
options as “Stock-Based Awards.” We recognize stock-based compensation expense for outstanding stock-settled
long-term performance awards and restricted stock units. Stock-based compensation expense was $14.4 million in
2020, $12.9 million in 2019 and $13.0 million in 2018.
Stock-based compensation expense is recognized over the period from the date of grant to the date when the
award is no longer contingent on the employee providing additional service. Awards under the 2010 Incentive Plan
and 2020 Incentive Plan vest over a stated vesting period.
Stock Options
The 2010 Incentive Plan provided, and the 2020 Incentive Plan provides, for grants of both incentive and non-
qualified stock options at an exercise price equal to the fair market value (as defined in each plan, respectively) of our
Class A Common Stock on the date of grant. No grants of stock options have been made since 2012. Stock options
were generally granted with a 3-year vesting period and a 10-year term and vest in equal annual installments.
The 2004 Directors’ Plan provided for grants of stock options to non-employee directors at an exercise price
equal to the fair market value (as defined in the 2004 Directors’ Plan) of our Class A Common Stock on the date of
grant. Prior to 2012, stock options were granted with a 1-year vesting period and a 10-year term. No grants of stock
THE NEW YORK TIMES COMPANY – P. 103
options have been made since 2012. The Company’s directors are considered employees for purposes of stock-based
compensation.
Changes in our Company’s stock options in 2020 were as follows:
(Shares in thousands)
Options
December 27, 2020
Weighted
Average
Exercise
Price
Weighted
Average
Remaining
Contractual
Term
(Years)
Options outstanding at beginning of year
Exercised
Forfeited/Expired
Options outstanding at end of period (1)
Options exercisable at end of period
969
$
(644)
—
325
325
$
$
9
9
—
8
8
Aggregate
Intrinsic
Value
$(000s)
2
$
22,534
1
1
$
$
14,225
14,225
(1) All outstanding options are vested as of December 27, 2020.
The total intrinsic value for stock options exercised was $21.2 million in 2020, $8.6 million in 2019 and $12.3
million in 2018.
Restricted Stock Units
The 2010 Incentive Plan provided, and 2020 Incentive Plan provides, for grants of other stock-based awards,
including restricted stock units.
Outstanding stock-settled restricted stock units have been granted with a stated vesting period up to 5 years.
Each restricted stock unit represents our obligation to deliver to the holder one share of Class A Common Stock upon
vesting. The fair value of stock-settled restricted stock units is the average market price on the grant date. Changes in
our Company’s stock-settled restricted stock units in 2020 were as follows:
(Shares in thousands)
Unvested stock-settled restricted stock units at beginning of period
Granted
Vested
Forfeited
Unvested stock-settled restricted stock units at end of period
Unvested stock-settled restricted stock units expected to vest at end of period
December 27, 2020
Restricted
Stock
Units
Weighted
Average
Grant-Date
Fair Value
547
$
256
(273)
(17)
513
477
$
$
27
37
25
33
33
33
The intrinsic value of stock-settled restricted stock units vested was $9.6 million in 2020, $11.0 million in 2019
and $12.4 million in 2018.
Long-Term Incentive Compensation
The 2010 Incentive Plan provided, and 2020 Incentive Plan provides, for grants of cash and stock-settled awards
to key executives payable at the end of a multi-year performance period.
Cash-settled awards have been granted with three-year performance periods and are based on the achievement
of a specified financial performance measure. Cash-settled awards have been classified as a liability in our
Consolidated Balance Sheets. There were payments of approximately $4 million in 2020, $2 million in 2019 and $3
million in 2018.
P. 104 – THE NEW YORK TIMES COMPANY
Stock-settled awards have been granted with three-year performance periods and are based on relative Total
Shareholder Return (“TSR”), which is calculated at stock appreciation plus deemed reinvested dividends, and another
performance measure. Stock-settled awards are payable in Class A Common Stock and are classified within equity.
The fair value of TSR awards is determined at the date of grant using a Monte Carlo simulation model. The fair value
of awards under the other performance measure is determined by the average market price on the grant date.
Unrecognized Compensation Expense
As of December 27, 2020, unrecognized compensation expense related to the unvested portion of our Stock-
Based Awards was approximately $15 million and is expected to be recognized over a weighted-average period of
1.42 years.
Reserved Shares
We generally issue shares for the exercise of stock options, vesting of stock-settled restricted stock units and
stock-settled performance awards from unissued reserved shares.
Shares of Class A Common Stock reserved for issuance were as follows:
(Shares in thousands)
Stock options, stock–settled restricted stock units and stock-settled performance awards
Stock options and stock-settled restricted stock units
Stock-settled performance awards(1)
Outstanding
Available
Total Outstanding
Total Available(2)
December 27,
2020
December 29,
2019
1,001
1,026
2,027
15,190
2,027
15,190
1,648
1,371
3,019
7,475
3,019
7,475
(1) The number of shares actually earned at the end of the multi-year performance period will vary, based on actual performance, from 0% to
200% of the target number of performance awards granted. The maximum number of shares that could be issued is included in the table
above.
(2) As of December 27, 2020, the 2020 Incentive Plan had approximately 15 million shares of Class A stock available for issuance upon the grant,
exercise or other settlement of stock-based awards. This amount includes shares subject to awards under the 2010 Incentive Plan that were
cancelled, forfeited or otherwise terminated, or withheld to satisfy the tax withholding requirements, in accordance with the terms of the 2020
Incentive Plan.
THE NEW YORK TIMES COMPANY – P. 105
15. Stockholders’ Equity
Shares of our Company’s Class A and Class B Common Stock are entitled to equal participation in the event of
liquidation and in dividend declarations. The Class B Common Stock is convertible at the holders’ option on a share-
for-share basis into Class A Common Stock. Upon conversion, the previously outstanding shares of Class B Common
Stock that were converted are automatically and immediately retired, resulting in a reduction of authorized Class B
Common Stock. As provided for in our Company’s Certificate of Incorporation, the Class A Common Stock has
limited voting rights, including the right to elect 30% of the Board of Directors, and the Class A and Class B Common
Stock have the right to vote together on the reservation of our Company shares for stock options and other stock-
based plans, on the ratification of the selection of a registered public accounting firm and, in certain circumstances, on
acquisitions of the stock or assets of other companies. Otherwise, except as provided by the laws of the State of New
York, all voting power is vested solely and exclusively in the holders of the Class B Common Stock.
There were 781,724 shares as of December 27, 2020, and 803,404 as of December 29, 2019, of Class B Common
Stock issued and outstanding that may be converted into shares of Class A Common Stock.
The Adolph Ochs family trust holds approximately 95% of the Class B Common Stock and, as a result, has the
ability to elect 70% of the Board of Directors and to direct the outcome of any matter that does not require a vote of
the Class A Common Stock.
In early 2015, the Board of Directors authorized up to $101.1 million of repurchases of shares of the Company’s
Class A common stock. As of December 27, 2020, repurchases under this authorization totaled $84.9 million
(excluding commissions) and $16.2 million remained. Our Board of Directors has authorized us to purchase shares
from time to time, subject to market conditions and other factors. There is no expiration date with respect to this
authorization. There have been no purchases under this authorization since 2016.
We may issue preferred stock in one or more series. The Board of Directors is authorized to set the
distinguishing characteristics of each series of preferred stock prior to issuance, including the granting of limited or
full voting rights; however, the consideration received must be at least $100 per share. No shares of preferred stock
were issued or outstanding as of December 27, 2020.
The following table summarizes the changes in AOCI by component as of December 27, 2020:
(In thousands)
Foreign Currency
Translation
Adjustments
Funded Status of
Benefit Plans
Net unrealized
gain on Available-
for-sale Securities
Total
Accumulated
Other
Comprehensive
Loss
Balance as of December 29, 2019
$
3,438 $
(498,986) $
572 $
(494,976)
Other comprehensive income before reclassifications,
before tax
Amounts reclassified from accumulated other
comprehensive loss, before tax
Income tax expense
Net current-period other comprehensive income, net of
tax
6,763
—
1,815
4,948
129
3,497
10,389
105,531
28,372
77,288
—
938
105,531
31,125
2,559
84,795
Balance as of December 27, 2020
$
8,386 $
(421,698) $
3,131 $
(410,181)
P. 106 – THE NEW YORK TIMES COMPANY
The following table summarizes the reclassifications from AOCI for the period ended December 27, 2020:
(In thousands)
Detail about accumulated other comprehensive loss components
Amounts reclassified
from accumulated other
comprehensive loss
Affected line item in the statement
where net income is presented
Funded status of benefit plans:
Amortization of prior service credit(1)
$
Amortization of actuarial loss(1)
Pension settlement charge
Total reclassification, before tax
Income tax expense
Other components of net periodic
benefit costs
Other components of net periodic
benefit costs
Other components of net periodic
benefit costs
(6,119)
31,009
80,641
105,531
28,323
Income tax expense
Total reclassification, net of tax
$
77,208
(1) These accumulated other comprehensive income components are included in the computation of net periodic benefit cost for pension and
other retirement benefits. See Notes 9 and 10 for additional information.
16. Segment Information
The Company identifies a business as an operating segment if: (i) it engages in business activities from which
it may earn revenues and incur expenses; (ii) its operating results are regularly reviewed by the Chief Operating
Decision Maker (who is the Company’s President and Chief Executive Officer) to make decisions about resources to
be allocated to the segment and assess its performance; and (iii) it has available discrete financial information. The
Company has determined that it has one reportable segment. Therefore, all required segment information can be
found in the Consolidated Financial Statements.
17. Leases
Lessee activities
Operating leases
We have operating leases for office space and equipment. For all leases, a right-of-use asset and a lease liability,
initially measured at the present value of the lease payments, are recognized in the Consolidated Balance Sheet as of
December 27, 2020, as described below.
The table below presents the lease-related assets and liabilities recorded on the balance sheet:
(In thousands)
Classification in the Consolidated
Balance Sheet
Operating lease right-of-use assets
Miscellaneous assets
Current operating lease liabilities
Accrued expenses and other
Noncurrent operating lease liabilities
Other
Total operating lease liabilities
December 27, 2020
December 29, 2019
52,304 $
9,056 $
52,695
61,751 $
53,549
7,853
55,136
62,989
$
$
$
The total lease cost for operating leases included in operating costs in our Consolidated Statement of
Operations was as follows:
(In thousands)
Operating lease cost
Short term and variable lease cost
Total lease cost
For the Twelve Months Ended
December 27, 2020
December 29, 2019
11,467 $
1,776
13,243 $
9,980
1,814
11,794
$
$
THE NEW YORK TIMES COMPANY – P. 107
The table below presents additional information regarding operating leases:
(In thousands, except lease term and discount rate)
December 27, 2020
December 29, 2019
Cash paid for amounts included in the measurement of operating lease
liabilities
Right-of-use assets obtained in exchange for operating lease liabilities
$
$
Weighted-average remaining lease term
Weighted-average discount rate
11,533
9,004
$
$
8.7 years
4.41 %
9,101
61,270
9.7 years
4.64 %
Maturities of lease liabilities on an annual basis for the Company’s operating leases as of December 27, 2020,
were as follows:
(In thousands)
2021
2022
2023
2024
2025
Later Years
Total lease payments
Less: Interest
Present value of lease liabilities
Finance lease
$
$
$
Amount
11,356
10,331
9,135
8,015
6,873
28,639
74,349
(12,598)
61,751
We had a finance lease in connection with the land at our College Point, N.Y., printing and distribution facility.
Interest on the lease liability was recorded in Interest expense and other, net in our Consolidated Statement of
Operations. Repayments of the principal portion of our lease liability are recorded within financing activities section
and payments of interest on our lease liability are recorded within operating activities section in the Consolidated
Statement of Cash Flows for our finance lease. On August 1, 2019, using existing cash, we purchased the assets under
the finance lease for $6.9 million, which resulted in the settlement of our finance lease obligation.
Lessor activities
Our leases to third parties predominantly relate to office space in the Company Headquarters.
As of December 27, 2020, and December 29, 2019, the cost and accumulated depreciation related to the
Company Headquarters included in Property, plant and equipment in our Consolidated Balance Sheet was
approximately $516 million and $222 million and $510 million and $204 million, respectively. Office space leased to
third parties represents approximately 39% of rentable square feet of the Company Headquarters.
We generate building rental revenue from the floors in the Company Headquarters that we lease to third
parties. The building rental revenue was as follows:
(In thousands)
Building rental revenue (1)
For the Twelve Months Ended
December 27, 2020
December 29, 2019
$
28,516 $
30,595
(1) Building rental revenue includes approximately $10.8 million related to subleases for the fiscal year ended December 29, 2019. In December
2019, the Company exercised its option under the Lease Agreement, dated March 6, 2009, with an affiliate of W.P. Carey & Co. LLC (the
“Lease”) to repurchase for $245.3 million a portion of the Company’s leasehold condominium interest consisting of approximately 750,000
rentable square feet in the Company Headquarters (the “Condo Interest”). The Lease was part of a transaction in 2009 under which the
Company sold (for approximately $225 million) and simultaneously leased back the Condo Interest. As a result of the repurchase, the Company
did not have sublease income for the fiscal year ended December 27, 2020.
P. 108 – THE NEW YORK TIMES COMPANY
Maturities of lease payments to be received on an annual basis for the Company’s office space operating leases
as of December 27, 2020, were as follows:
(In thousands)
2021
2022
2023
2024
2025
Later Years
Total building rental revenue from operating leases
$
$
Amount
27,766
30,327
28,774
28,823
29,294
135,413
280,397
THE NEW YORK TIMES COMPANY – P. 109
18. Commitments and Contingent Liabilities
Restricted Cash
We were required to maintain $15.9 million of restricted cash as of December 27, 2020, and $17.1 million as of
December 29, 2019, the majority of which is set aside to collateralize workers’ compensation obligations.
Legal Proceedings
We are involved in various legal actions incidental to our business that are now pending against us. These
actions generally have damage claims that are greatly in excess of the payments, if any, that we would be required to
pay if we lost or settled the cases. Although the Company cannot predict the outcome of these matters, it is possible
that an unfavorable outcome in one or more matters could be material to the Company’s consolidated results of
operations or cash flows for an individual reporting period. However, based on currently available information,
management does not believe that the ultimate resolution of these matters, individually or in the aggregate, is likely
to have a material effect on the Company’s financial position.
19. Reclassification
The Company changed the expense captions on its Consolidated Statement of Operations effective for the
quarter ended March 29, 2020. These changes were made in order to reflect how the Company manages its business
and to communicate where the Company is investing resources and how this aligns with the Company’s strategy.
The Company reclassified expenses for the prior period in order to present comparable financial results. There was no
change to consolidated operating income, total operating costs, net income or cash flows as a result of this change in
classification. A summary of changes is as follows:
“Production costs” has become “Cost of revenue”:
◦
Cost of revenue contains all costs related to content creation, subscriber and advertiser servicing, and
print production and distribution costs as well as infrastructure costs related to delivering digital
content, which include all cloud and cloud-related costs, as well as compensation for employees that
enhance and maintain our platforms. This represents a change from previously disclosed production
costs, which did not include distribution or subscriber servicing costs. In addition, certain product
development costs previously included in production costs have been reclassified to product
development.
“Selling, general and administrative” has been split into three lines:
◦
◦
Sales and marketing represents all costs related to the Company’s marketing efforts as well as
advertising sales costs.
Product development represents the Company’s investment into developing and enhancing new and
existing product technology, including engineering, product development, and data insights.
◦ General and administrative includes general management, corporate enterprise technology, building
operations, unallocated overhead costs, severance and multiemployer pension plan withdrawal costs.
In addition, incentive compensation, which was previously wholly included in selling, general and administrative,
was reclassified to align with the classification of the related wages across each of the expense captions.
P. 110 – THE NEW YORK TIMES COMPANY
A reconciliation of the expenses as previously disclosed to the recast presentation for twelve months ended
December 29, 2019, and December 30, 2018, is as follows:
As Reported for
the Twelve
Months Ended
December 29,
2019
Reclassification
Recast for the
Twelve Months
Ended
December 29,
2019
Operating costs
Production costs:
Wages and benefits
Raw materials
Other production costs
Total production costs
Cost of revenue (excluding depreciation and amortization)
Selling, general and administrative costs
Sales and marketing
Product development
General and administrative
Depreciation and amortization
Total operating costs
Operating costs
Production costs:
Wages and benefits
Raw materials
Other production costs
Total production costs
Cost of revenue (excluding depreciation and amortization)
Selling, general and administrative costs
Sales and marketing
Product development
General and administrative
Depreciation and amortization
Total operating costs
$
424,070
$
(424,070)
75,904
206,381
706,355
—
867,623
—
—
—
60,661
$
1,634,639
$
$
(1)(2)
(1)
(1)(2)
(1)(2)
(75,904)
(206,381)
(706,355)
989,029
(1)(3)(4)
(867,623)
(3)(4)(5)
272,657
(4)(5)
105,514
(2)(4)(5)
206,778
(4)(5)
—
—
As Reported for
the Twelve
Months Ended
December 30,
2018
Reclassification
$
380,678
$
(380,678)
76,542
196,956
654,176
—
845,591
—
—
—
59,011
$
1,558,778
$
$
(1)(2)
(1)
(1)(2)
(1)(2)
(76,542)
(196,956)
(654,176)
947,884
(1)(3)(4)
(845,591)
(3)(4)(5)
271,164
(4)(5)
84,098
(2)(4)(5)
196,621
(4)(5)
—
—
$
1,634,639
Recast for the
Twelve Months
Ended
December 30,
2018
—
—
—
—
989,029
—
272,657
105,514
206,778
60,661
—
—
—
—
947,884
—
271,164
84,098
196,621
59,011
$
1,558,778
(1) In the first quarter of 2020, the Company discontinued the use of the production cost caption. These costs, with the exception of product
engineering and product design costs, which were reclassified to product development, were reclassified to cost of revenue.
(2) Costs related to developing and enhancing new and existing product technology previously included in production costs were reclassified to
product development.
(3) Distribution and fulfillment costs and subscriber and advertising servicing related costs previously included in selling, general and
administrative were reclassified to cost of revenue.
(4) Incentive Compensation previously included in selling, general and administrative was reclassified to align with the related salaries in each
caption.
(5) In the first quarter of 2020, the Company discontinued the use of the selling, general and administrative cost caption. These costs, with the
exception of those related to distribution and fulfillment, subscriber and advertising servicing and incentive compensation related to cost of
revenue, were reclassified to the new captions: sales and marketing, product development and general and administrative.
THE NEW YORK TIMES COMPANY – P. 111
20. Subsequent Event
Quarterly Dividend
In February 2021, our Board of Directors approved a quarterly dividend of $0.07 per share on our Class A and
Class B common stock, an increase of $0.01 per share from the previous quarter. The dividend is payable on April 22,
2021, to all stockholders of record as of the close of business on April 7, 2021.
P. 112 – THE NEW YORK TIMES COMPANY
SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS
For the Years Ended December 27, 2020, December 29, 2019, and December 30, 2018:
(In thousands)
Accounts receivable allowances:
Year ended December 27, 2020
Year ended December 30, 2019
Year ended December 31, 2018
(1) Includes write-offs, net of recoveries.
Balance at
beginning
of period
Additions
charged to
operating
costs and
other
Deductions(1)
Balance at
end of period
$
$
$
14,358
13,249
14,542
$
$
$
14,783
14,807
11,830
$
$
$
15,344
13,698
13,123
$
$
$
13,797
14,358
13,249
THE NEW YORK TIMES COMPANY – P. 113
QUARTERLY INFORMATION (UNAUDITED)
Quarterly financial information for each quarter in the years ended December 27, 2020, and December 29,
2019, is included in the following tables.
Earnings/(loss) per share amounts for the quarters do not necessarily equal the respective year-end amounts
for earnings or loss per share due to the weighted-average number of shares outstanding used in the computations
for the respective periods. Earnings/(loss) per share amounts for the respective quarters and years have been
computed using the average number of common shares outstanding.
Our second largest source of revenue is advertising. Our business has historically experienced higher
advertising volume in the fourth quarter than the remaining quarters because of holiday advertising.
(In thousands, except per share data)
Revenues
Operating costs
Operating profit
Other components of net periodic benefit costs(1)
Gain from joint ventures(2)
Interest expense and other, net (3)
Income from continuing operations before income
taxes
Income tax expense/(benefit)
Net income
Net income attributable to the noncontrolling
interest
Net income attributable to The New York Times
Company common stockholders
Average number of common shares outstanding:
2020 Quarters
March 29,
2020
June 28,
2020
September 27,
2020
December 27,
2020
Full Year
(13 weeks)
(13 weeks)
(13 weeks)
(13 weeks)
(52 weeks)
$
443,636 $
403,750 $
426,895 $
509,358 $
1,783,639
416,316
374,944
387,299
428,824
1,607,383
27,320
2,314
—
13,854
38,860
6,006
32,854
28,806
2,149
—
2,786
29,443
5,781
23,662
39,596
2,272
—
3,537
40,861
7,283
33,578
80,534
82,419
5,000
3,153
6,268
(4,475)
10,743
176,256
89,154
5,000
23,330
115,432
14,595
100,837
—
—
—
(734)
(734)
$
32,854 $
23,662 $
33,578 $
10,009 $
100,103
Basic
Diluted
166,549
167,845
166,869
168,083
167,075
168,059
167,367
168,197
166,973
168,038
Basic earnings per share attributable to The New
York Times Company common stockholders:
Net income
Diluted earnings per share attributable to The New
York Times Company common stockholders:
Net income
Dividends declared per share
$
$
$
0.20 $
0.14 $
0.20 $
0.06 $
0.60
0.20 $
0.06 $
0.14 $
— $
0.20 $
0.12 $
0.06 $
0.06 $
0.60
0.24
(1) In the fourth quarter of 2020, the Company recorded pension settlement charges of $80.6 million in connection with the transfer of certain
pension benefit obligations to an insurer.
(2) In the fourth quarter of 2020, the Company recorded a $5.0 million gain from joint ventures reflecting our proportionate share of a distribution
from the pending liquidation of Madison.
(3) In the first quarter of 2020, the Company recorded a $10.1 million gain related to a non-marketable equity investment transaction.
P. 114 – THE NEW YORK TIMES COMPANY
(In thousands, except per share data)
2019 Quarters
March 31,
2019
June 30,
2019
September 29,
2019
December 29,
2019
Full Year
(13 weeks)
(13 weeks)
(13 weeks)
(13 weeks)
(52 weeks)
Revenues
$
439,062 $
436,258 $
428,501 $
508,363 $
1,812,184
Operating costs
Restructuring charge(1)
Gain from pension liability adjustment(2)
Operating profit
Other components of net periodic benefit costs
Interest expense and other, net
Income from continuing operations before income
taxes
Income tax expense
Net income attributable to The New York Times
Company common stockholders
Average number of common shares outstanding:
404,464
398,325
401,452
430,398
1,634,639
—
—
34,598
1,835
(1,303)
31,460
1,304
—
—
37,933
1,833
(1,514)
34,586
9,415
4,008
(2,045)
25,086
1,834
(755)
22,497
6,070
—
—
4,008
(2,045)
77,965
175,582
1,800
(248)
75,917
7,705
7,302
(3,820)
164,460
24,494
$
30,156 $
25,171 $
16,427 $
68,212 $
139,966
Basic
Diluted
165,674
167,129
166,152
167,549
166,148
167,555
166,239
167,728
166,042
167,545
Basic earnings/(loss) per share attributable to The
New York Times Company common stockholders:
Net income/(loss)
Diluted earnings/(loss) per share attributable to The
New York Times Company common stockholders:
Net income/(loss)
Dividends declared per share
$
$
$
0.18 $
0.15 $
0.10 $
0.41 $
0.84
0.18 $
0.05 $
0.15 $
0.05 $
0.10 $
0.05 $
0.41 $
0.05 $
0.83
0.20
(1) In the third quarter of 2019, the Company recognized a $4.0 million of pre-tax expense related to restructuring charges, including impairment
and severance charges related to the closure of our digital marketing agency, HelloSociety, LLC.
(2) In the third quarter of 2019, the Company recorded a $2.0 million gain from a multiemployer pension plan liability adjustment.
THE NEW YORK TIMES COMPANY – P. 115
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
ITEM 9A. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
Our management, with the participation of our principal executive officer and our principal financial officer,
evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of
the Securities Exchange Act of 1934) as of December 27, 2020. Based upon such evaluation, our principal executive
officer and principal financial officer concluded that our disclosure controls and procedures were effective to ensure
that the information required to be disclosed by us in the reports that we file or submit under the Securities Exchange
Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and
forms, and is accumulated and communicated to our management, including our principal executive officer and
principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Management’s report on internal control over financial reporting and the attestation report of our independent
registered public accounting firm on our internal control over financial reporting are set forth in Item 8 of this Annual
Report on Form 10-K and are incorporated by reference herein.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There were no changes in our internal control over financial reporting during the quarter ended December 27,
2020, that have materially affected, or are reasonably likely to materially affect, our internal control over financial
reporting.
ITEM 9B. OTHER INFORMATION
Not applicable.
P. 116 – THE NEW YORK TIMES COMPANY
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
In addition to the information set forth under the caption “Executive Officers of the Registrant” in Part I of this
Annual Report on Form 10-K, the information required by this item is incorporated by reference to the sections titled
“Proposal Number 1 — Election of Directors,” “Related Person Transactions,” “Board of Directors and Corporate
Governance,” beginning with the section titled “Independence of Directors,” but only up to and including the section
titled “Board Committees and Audit Committee Financial Experts,” “Board Committees” and “Nominating &
Governance Committee” of our Proxy Statement for the 2021 Annual Meeting of Stockholders.
The Board of Directors has adopted a code of ethics that applies not only to the principal executive officer,
principal financial officer and principal accounting officer, as required by the SEC, but also to our Chairman. The
current version of this code of ethics can be found on the Corporate Governance section of our website at http://
nytco.com/investors/corporate-governance. We intend to post any amendments to or waivers from the code of ethics
that apply to our principal executive officer, principal financial officer or principal accounting officer on our website.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is incorporated by reference to the sections titled “Compensation
Committee,” “Directors’ Compensation,” “Directors’ and Officers’ Liability Insurance” and “Compensation of
Executive Officers” of our Proxy Statement for the 2021 Annual Meeting of Stockholders.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The information required by this item is incorporated by reference to the sections titled “Principal Holders of
Common Stock,” “Security Ownership of Management and Directors” and “The 1997 Trust” of our Proxy Statement
for the 2021 Annual Meeting of Stockholders.
Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights
Weighted average
exercise price of
outstanding options,
warrants and rights
Number of securities
remaining
available for future
issuance under equity
compensation plans
(excluding securities
reflected in column (a))
Plan category
(a)
(b)
(c)
Equity compensation plans approved by security
holders
Stock-based awards
Total
Equity compensation plans not approved by
security holders
2,027,252 (1) $
7.56 (2)
2,027,252
15,190,410 (3)
15,190,410
None
None
None
(1) Includes (i) 324,860 shares of Class A stock to be issued upon the exercise of outstanding stock options granted under the 2010 Incentive Plan,
at a weighted-average exercise price of $7.56 per share, and with a weighted-average remaining term of 1.4 years; (ii) 512,936 shares of Class
A stock issuable upon the vesting of outstanding stock-settled restricted stock units granted under the 2010 Incentive Plan and the 2020
Incentive Plan; (iii) 163,938 shares of Class A stock related to vested stock-settled restricted stock units granted under the 2010 Incentive Plan
issuable to non-employee directors upon retirement from the Board; and (iv) 1,025,518, shares of Class A stock that would be issuable at
maximum performance pursuant to outstanding stock-settled performance awards under the 2010 Incentive Plan and the 2020 Incentive Plan.
Under the terms of the performance awards, shares of Class A stock are to be issued at the end of three-year performance cycles based on
the Company’s achievement against specified performance targets. The shares included in the table represent the maximum number of shares
that would be issued under the outstanding performance awards; assuming target performance, the number of shares that would be issued
under the outstanding performance awards is 512,759.
(2) Excludes shares of Class A stock issuable upon vesting of stock-settled restricted stock units and shares issuable pursuant to stock-settled
performance awards.
(3) Includes shares of Class A stock available for future stock options to be granted under the 2020 Incentive Plan. As of December 27, 2020, the
2020 Incentive Plan had 15,190,410 shares of Class A stock remaining available for issuance upon the grant, exercise or other settlement of
stock-based awards. This amount includes shares subject to awards under the 2010 Incentive Plan that were cancelled, forfeited or otherwise
THE NEW YORK TIMES COMPANY – P. 117
terminated, or withheld to satisfy the tax withholding requirements, in accordance with the terms of the 2020 Incentive Plan. Stock options
granted under the 2020 Incentive Plan must provide for an exercise price of 100% of the fair market value (as defined in the 2020 Incentive
Plan) on the date of grant.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
The information required by this item is incorporated by reference to the sections titled “Related Person
Transactions,” “Board of Directors and Corporate Governance — Independence of Directors” and “Board of Directors
and Corporate Governance — Board Committees and Audit Committee Financial Experts” of our Proxy Statement for
the 2021 Annual Meeting of Stockholders.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this item is incorporated by reference to the section titled “Proposal Number 3 —
Selection of Auditors,” beginning with the section titled “Audit Committee’s Pre-Approval Policies and Procedures,”
but only up to and not including the section titled “Recommendation and Vote Required” of our Proxy Statement for
the 2021 Annual Meeting of Stockholders.
P. 118 – THE NEW YORK TIMES COMPANY
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(A) DOCUMENTS FILED AS PART OF THIS REPORT
(1) Financial Statements
As listed in the index to financial information in “Item 8 — Financial Statements and Supplementary Data.”
(2) Supplemental Schedules
The following additional consolidated financial information is filed as part of this Annual Report on Form 10-K
and should be read in conjunction with the Consolidated Financial Statements set forth in “Item 8 — Financial
Statements and Supplementary Data.” Schedules not included with this additional consolidated financial information
have been omitted either because they are not applicable or because the required information is shown in the
Consolidated Financial Statements.
Consolidated Schedule for the Three Years Ended December 27, 2020
II – Valuation and Qualifying Accounts
(3) Exhibits
The exhibits listed in the accompanying index are filed as part of this report.
Page
113
THE NEW YORK TIMES COMPANY – P. 119
INDEX TO EXHIBITS
Exhibit numbers 10.15 through 10.25 are management contracts or compensatory plans or arrangements.
Exhibit
Number
(3.1)
(3.2)
(4)
(4.1)
(10.1)
(10.2)
(10.3)
(10.4)
(10.5)
(10.6)
(10.7)
(10.8)
(10.9)
(10.10)
(10.11)
(10.12)*
(10.13)*
(10.14)
Description of Exhibit
Certificate of Incorporation as amended and restated to reflect amendments effective July 1, 2007 (filed as an
Exhibit to the Company’s Form 10-Q dated August 9, 2007, and incorporated by reference herein).
By-laws, as amended April 10, 2020 (filed as an Exhibit to the Company’s Form 8-K dated April 10, 2020, and
incorporated by reference herein).
The Company agrees to furnish to the Commission upon request a copy of any instrument with respect to long-
term debt of the Company and any subsidiary for which consolidated or unconsolidated financial statements are
required to be filed, and for which the amount of securities authorized thereunder does not exceed 10% of the
total assets of the Company and its subsidiaries on a consolidated basis.
Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of
1934.
New York City Public Utility Service Power Service Agreement, dated as of May 3, 1993, between The City of
New York, acting by and through its Public Utility Service, and The New York Times Newspaper Division of the
Company (filed as an Exhibit to the Company’s Form 10-K dated March 21, 1994, and incorporated by reference
herein).
Letter Agreement, dated as of April 8, 2004, amending Agreement of Lease, between the 42nd St. Development
Project, Inc., as landlord, and The New York Times Building LLC, as tenant (filed as an Exhibit to the Company’s
Form 10-Q dated November 3, 2006, and incorporated by reference herein).
Agreement of Sublease, dated as of December 12, 2001, between The New York Times Building LLC, as
landlord, and NYT Real Estate Company LLC, as tenant (filed as an Exhibit to the Company’s Form 10-Q dated
November 3, 2006, and incorporated by reference herein).
First Amendment to Agreement of Sublease, dated as of August 15, 2006, between 42nd St. Development Project,
Inc., as landlord, and NYT Real Estate Company LLC, as tenant (filed as an Exhibit to the Company’s Form 10-Q
dated November 3, 2006, and incorporated by reference herein).
Second Amendment to Agreement of Sublease, dated as of January 29, 2007, between 42nd St. Development
Project, Inc., as landlord, and NYT Real Estate Company LLC, as tenant (filed as an Exhibit to the Company’s
Form 8-K dated February 1, 2007, and incorporated by reference herein).
Third Amendment to Agreement of Sublease (NYT), dated as of March 6, 2009, between 42nd St. Development
Project, Inc., as landlord, and NYT Real Estate Company LLC, as tenant (filed as an Exhibit to the Company’s
Form 8-K dated March 9, 2009, and incorporated by reference herein).
Fourth Amendment to Agreement of Sublease (NYT), dated as of March 6, 2009, between 42nd St. Development
Project, Inc., as landlord, and 620 Eighth NYT (NY) Limited Partnership, as tenant (filed as an Exhibit to the
Company’s Form 8-K dated March 9, 2009, and incorporated by reference herein).
Fifth Amendment to Agreement of Sublease (NYT), dated as of August 31, 2009, between 42nd St. Development
Project, Inc., as landlord, and 620 Eighth NYT (NY) Limited Partnership, as tenant (filed as an Exhibit to the
Company’s Form 10-Q dated November 4, 2009, and incorporated by reference herein).
Agreement of Sublease (NYT-2), dated as of March 6, 2009, between 42nd St. Development Project, Inc., as
landlord, and NYT Real Estate Company LLC, as tenant (filed as an Exhibit to the Company’s Form 8-K dated
March 9, 2009, and incorporated by reference herein).
First Amendment to Agreement of Sublease (NYT-2), dated as of March 6, 2009, between 42nd St. Development
Project, Inc., as landlord, and NYT Building Leasing Company LLC, as tenant (filed as an Exhibit to the
Company’s Form 8-K dated March 9, 2009, and incorporated by reference herein).
Assignment and Assumption of Sublease (NYT-2), dated July 10, 2020, between NYT Building Leasing Company
LLC, as assignor, and NYT Real Estate Company LLC, as assignee.
Letter Agreement, dated as of October 18, 2017, between the Company and Massachusetts Mutual Life Insurance
Company (filed as an Exhibit to the Company’s Form 10-K dated February 27, 2018, and incorporated by
reference herein).
Letter Agreement, dated as of October 18, 2017, between the Company and Massachusetts Mutual Life Insurance
Company (filed as an Exhibit to the Company’s Form 10-K dated February 27, 2018, and incorporated by
reference herein).
Credit Agreement, dated as of September 10, 2019, among The New York Times Company, as borrower, the
financial institutions party thereto, as lenders, Bank of America, N.A., as administrative agent, swing line lender
and L/C Issuer, Wells Fargo Securities, LLC and J.P. Morgan Chase Bank, National Association, and BOFA
Securities, Inc., as joint lead arrangers and joint book runners (filed as an Exhibit to the Company’s Form 8-K
dated September 11, 2019, and incorporated by reference herein).
P. 120 – THE NEW YORK TIMES COMPANY
Exhibit
Number
(10.15)
(10.16)
(10.17)
(10.18)
(10.19)
(10.20)
(10.21)
(10.22)
(10.23)
(10.24)
(10.25)
(21)
(23.1)
(24)
(31.1)
(31.2)
(32.1)
(32.2)
(101.INS)
Description of Exhibit
The Company’s Non-Employee Directors Deferral Plan, as amended through October 11, 2007 (filed as an
Exhibit to the Company’s Form 8-K dated October 12, 2007, and incorporated by reference herein).
The Company’s 2010 Incentive Compensation Plan, as amended and restated effective April 30, 2014 (filed as an
Exhibit to the Company’s Form 8-K dated April 30, 2014, and incorporated by reference herein).
Form of Restricted Stock Unit Award Agreement for Employees under the Company’s 2010 Incentive
Compensation Plan (filed as an Exhibit to the Company’s Form 10-K dated February 22, 2017, and incorporated
by reference herein).
The New York Times Company 2020 Incentive Compensation Plan (filed as Exhibit 4.1 to the Company’s
Registration Statement on Form S-8 dated April 22, 2020, and incorporated by reference herein).
Form of Restricted Stock Unit Award Agreement for Employees under the Company’s 2020 Incentive
Compensation Plan.
Form of Restricted Stock Unit Award Agreement for Non-Employee Directors under the Company’s 2020
Incentive Compensation Plan (filed as an Exhibit to the Company’s Form 10-Q dated May 7, 2020, and
incorporated by reference herein).
The Company’s Deferred Executive Compensation Plan, as amended and restated effective January 1, 2015 (filed
as an Exhibit to the Company’s Form 10-Q dated November 4, 2015, and incorporated by reference herein).
The Company’s Supplemental Executive Retirement Plan, as amended and restated effective January 1, 2015
(filed as an Exhibit to the Company’s Form 10-Q dated November 4, 2015, and incorporated by reference herein).
The Company’s Supplemental Executive Savings Plan, amended and restated effective February 19, 2015 (filed
as an Exhibit to the Company’s Form 10-Q filed November 4, 2015, and incorporated by reference herein).
The Company’s Savings Restoration Plan, amended and restated effective February 19, 2015 (filed as an Exhibit
to the Company’s Form 10-Q filed November 4, 2015, and incorporated by reference herein).
Employment Letter Agreement, dated July 21, 2020, between the Company and Meredith Kopit Levien (filed as
an Exhibit to the Company’s Form 8-K dated July 22, 2020, and incorporated by reference herein).
Subsidiaries of the Company.
Consent of Ernst & Young LLP.
Power of Attorney (included as part of signature page).
Rule 13a-14(a)/15d-14(a) Certification.
Rule 13a-14(a)/15d-14(a) Certification.
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL
tags are embedded within the Inline XBRL document.
(101.SCH)
Inline XBRL Taxonomy Extension Schema Document.
(101.CAL)
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
(101.DEF)
(101.LAB)
(101.PRE)
(104)
Inline XBRL Taxonomy Extension Definition Linkbase Document.
Inline XBRL Taxonomy Extension Label Linkbase Document.
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
* Portions of this exhibit (indicated by asterisks) have been omitted and are subject to a confidential treatment order granted by the SEC pursuant
to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
ITEM 16. FORM 10-K SUMMARY
None.
THE NEW YORK TIMES COMPANY – P. 121
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: February 25, 2021
THE NEW YORK TIMES COMPANY
(Registrant)
BY: /s/ Roland A. Caputo
Roland A. Caputo
Executive Vice President and Chief Financial Officer
We, the undersigned directors and officers of The New York Times Company, hereby severally constitute Diane
Brayton and Roland A. Caputo, and each of them singly, our true and lawful attorneys with full power to them and
each of them to sign for us, in our names in the capacities indicated below, any and all amendments to this Annual
Report on Form 10-K filed with the Securities and Exchange Commission.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the dates indicated.
Date
February 25, 2021
February 25, 2021
February 25, 2021
February 25, 2021
February 25, 2021
February 25, 2021
February 25, 2021
February 25, 2021
February 25, 2021
February 25, 2021
February 25, 2021
February 25, 2021
February 25, 2021
February 25, 2021
Signature
/s/ A.G. Sulzberger
/s/ Meredith Kopit Levien Chief Executive Officer, President and Director
Title
Chairman, Publisher and Director
/s/ Roland A. Caputo
/s/ R. Anthony Benten
(principal executive officer)
Executive Vice President and Chief Financial Officer
(principal financial officer)
Senior Vice President, Treasurer and Chief Accounting Officer
(principal accounting officer)
/s/ Amanpal S. Bhutani
Director
/s/ Robert E. Denham
/s/ Rachel Glaser
/s/ Arthur Golden
/s/ Hays N. Golden
Director
Director
Director
Director
/s/ Brian P. McAndrews
Director
/s/ David Perpich
/s/ John W. Rogers, Jr.
/s/ Doreen Toben
/s/ Rebecca Van Dyck
Director
Director
Director
Director
P. 122 – THE NEW YORK TIMES COMPANY
EXHIBIT 31.1
Rule 13a-14(a)/15d-14(a) Certification
I, Meredith Kopit Levien, certify that:
1.
I have reviewed this Annual Report on Form 10-K of The New York Times Company;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to
be designed under our supervision, to ensure that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others within those entities, particularly during the
period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this
report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that
occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case
of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s
internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of
directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process,
summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant
role in the registrant’s internal control over financial reporting.
Date: February 25, 2021
/s/ MEREDITH KOPIT LEVIEN
Meredith Kopit Levien
Chief Executive Officer
EXHIBIT 31.2
Rule 13a-14(a)/15d-14(a) Certification
I, Roland A. Caputo, certify that:
1.
I have reviewed this Annual Report on Form 10-K of The New York Times Company;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to
be designed under our supervision, to ensure that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others within those entities, particularly during the
period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this
report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that
occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case
of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s
internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of
directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process,
summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant
role in the registrant’s internal control over financial reporting.
Date: February 25, 2021
/s/ ROLAND A. CAPUTO
Roland A. Caputo
Chief Financial Officer
EXHIBIT 32.1
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
In connection with the Annual Report on Form 10-K of The New York Times Company (the “Company”) for
the year ended December 27, 2020, as filed with the Securities and Exchange Commission on the date hereof (the
“Report”), I, Meredith Kopit Levien, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, based on my knowledge:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934;
and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and
results of operations of the Company.
February 25, 2021
/s/ MEREDITH KOPIT LEVIEN
Meredith Kopit Levien
Chief Executive Officer
EXHIBIT 32.2
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
In connection with the Annual Report on Form 10-K of The New York Times Company (the “Company”) for
the year ended December 27, 2020, as filed with the Securities and Exchange Commission on the date hereof (the
“Report”), I, Roland A. Caputo, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, based on my knowledge:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934;
and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and
results of operations of the Company.
February 25, 2021
/s/ ROLAND A. CAPUTO
Roland A. Caputo
Chief Financial Officer
Board of Directors
Amanpal S. Bhutani
C.E.O.
GoDaddy Inc.
Robert E. Denham
Partner
Munger, Tolles & Olson LLP
Rachel Glaser
C.F.O.
Etsy, Inc.
Arthur Golden
Author
Hays N. Golden
Managing Director
University of Chicago
Crime and Education Labs
Meredith Kopit Levien
President and C.E.O.
The New York Times Company
Brian P. McAndrews
Former President, C.E.O.
and Chairman
Pandora Media, Inc.
David Perpich
Head of Standalone Products
The New York Times Company
John W. Rogers Jr.
Founder, Chairman, co-C.E.O.
and C.I.O.
Ariel Investments, LLC
A.G. Sulzberger
Chairman
The New York Times Company
Publisher
The New York Times
Doreen Toben
Former Executive Vice
President and C.F.O.
Verizon Communications, Inc.
Rebecca Van Dyck
Chief Operating Officer
Facebook Reality Labs
Facebook, Inc.
Shareholder Information Online
investors.nytco.com
Visit our website for corporate governance information about the Company,
including the Code of Ethics for the Executive Chairman, C.E.O. and senior
financial officers and our Business Ethics Policy.
Career Opportunities
Employment applicants should apply online at www.nytco.com/careers.
The Company is committed to a policy of providing equal employment
opportunities without regard to race, color, religion, national origin, ancestry,
gender, age, marital status, sexual orientation, disability, military or veteran
status or any other characteristic covered by law.
Office of the Secretary
(212) 556-8092
Corporate Communications and Investor Relations
(212) 556-4317
Stock Listing
The Company’s Class A Common Stock is listed on the New York
Stock Exchange. Ticker symbol: NYT
Registrar and Transfer Agent
If you are a registered shareholder and have a question about your
account, or would like to report a change in your name or address,
please contact:
Computershare
P.O. Box 505000
Louisville, KY 40233-5000
Overnight correspondence should be mailed to:
Computershare
462 South 4th Street, Suite 1600
Louisville, KY 40202
Shareholder Website and Inquiries
www.computershare.com/investor
Domestic: (800) 240-0345; TDD Line: (800) 231-5469
Foreign: (201) 680-6578; TDD Line: (201) 680-6610
Annual Meeting
Wednesday, April 28, 2021 at 11 a.m. E.T.
www.virtualshareholdermeeting.com/NYT2021
Auditors
Ernst & Young LLP
5 Times Square
New York, NY 10036
Forward-Looking Statements
This Annual Report contains forward-looking statements that relate to future
events or our future financial performance. By their nature, forward-looking
statements are subject to risks and uncertainties that could cause actual results to
differ materially from those anticipated in any such statements. You should bear
this in mind as you consider forward-looking statements. Factors that we think
could, individually or in the aggregate, cause our actual results to differ materially
from expected and historical results include those described in the “Risk Factors”
section of this Annual Report, as well as other risks and factors detailed from time
to time in the Company’s publicly filed documents. The Company undertakes no
obligation to publicly update or revise any forward-looking statement, whether as
a result of new information, future events or otherwise.
Copyright 2021
The New York Times Company
All rights reserved.
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