The New York Times Company
2021 Annual Report
We aim to be the essential subscription for every
English-speaking person seeking to understand and
engage with the world.
1+ million digital international
news subscriptions
1+ million Games subscriptions
1+ million Cooking subscriptions
Cooking was visited 22 million
times the week before and the
week of Thanksgiving
181m
Over 181 million users listened to a
New York Times podcast in 2021
125m
Average monthly global unique visitors
to nytimes.com
Spelling Bee
“Genius” reached
37 million times
79 million
crosswords
solved
10 million
Mini Crossword
users
As of December
2021, we had
subscribers in
236 countries
and territories
1b
Covid tracker views
since launch
Wirecutter, which launched a subscription
option in 2021, also turned 10 and
celebrated its five-year anniversary as part
of The New York Times Company.
great journalism — fairness,
accuracy, independence — and
find new ways to show readers why those
“We will hold fast to the values of
We will work together — take risks, make
cover the world with nuance and empathy.
of voices and experiences in our ranks to
mistakes, learn from them, and try again.
values matter. We will empower the diversity
We’ll continue to transform our culture
in the same way we’ve transformed our
journalism and our business, in a way that
makes the company and its mission even
stronger.” —A. G. Sulzberger, Publisher
620 Eighth Avenue
New York, NY 10018
Tel 212.556.1234
To Our Shareholders,
If 2021 was less historic than 2020, it wasn’t any less busy for our newsroom. Consider all that the world experienced.
A second year of a once-in-a-lifetime pandemic. The accelerating effects of climate change. An uncertain economy.
Deepening societal divisions and instability around the globe.
The New York Times covered all of these momentous stories and more, helping millions of people understand an
increasingly unpredictable world. And the breadth and depth of our journalism helped them live in it.
As with last year, you can see the value of Times journalism reflected in our strong business results.
It was our second-best year ever for subscriptions, with 1.3 million net new subscriptions. We finished the year with
approximately 7.6 million paid subscribers and approximately 8.8 million total paid subscriptions across our digital and
print products.
These numbers were powered by the strong subscription performance of each of our digital products — News, Cooking,
Games, Audm and Wirecutter, which launched a subscription option in the third quarter. Indeed, we achieved several
key milestones in 2021, building on our record-breaking numbers from the year before. Both our Cooking and Games
products crossed the one million subscription mark. We tallied more than one million subscriptions outside of the United
States, showing that the acute need for quality, independent journalism knows no geographic boundaries.
In early 2022, we acquired The Athletic, which provides passionate sports fans extensive coverage of their favorite teams,
leagues and players. With this acquisition, we surpassed 10 million total subscriptions — well ahead of our goal of
reaching that number by 2025.
Thanks to this impressive subscription growth and a strong advertising performance, we achieved $2 billion in annual
revenue. We also recorded our strongest operating profit and adjusted operating profit in many years.
We intend to build on this success, not just reaching more people but serving them in more ways. Long before the
internet, The New York Times newspaper combined news, cultural criticism and lifestyle guidance with weather
forecasts, recipes, TV listings and stock tables.
In the 21st century, we’re confident that The Times can serve a similar role as an anchor for our readers amid a sea of
information and choice. By providing essential reporting on the world’s most important stories, trusted guidance for life’s
challenges, ways for readers to engage with their passions and diversions that bring them joy, we will aim to become a
daily, indispensable destination for even more subscribers.
So at the highest level, The New York Times aspires to be the essential subscription for every English-speaking person
seeking to understand and engage with the world. As a milestone toward that goal we’re now aiming for 15 million total
subscribers by the end of 2027, roughly doubling the number of total subscribers The Times had at the end of last year.
Of course, our people and culture underpin this work. We’ve made major investments in the last few years in bringing
in and developing talent in every part of the company and supporting them with an intentional culture where people of
all backgrounds can thrive. These efforts include the progress we’ve made on our plan, announced last year, to make the
company more diverse, equitable and inclusive.
2021 annual report
The way forward is not without challenges. But the strengths of this institution are many. The clarity of our mission and
the many ways we fulfill it. The commitment to our values, including independence, integrity and excellence. The creativity,
courage and talent of the people who come to work here. We are eager to begin work on the next leg of our journey.
Thank you for helping us make our work and mission possible.
A.G. Sulzberger
Chairman and Publisher
Meredith Kopit Levien
President and C.E.O.
arch 11, 2022
2021 annual report
M
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 26, 2021
☐ 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 25, 2021, the last business day of the registrant’s most recently completed second quarter, as reported on the New York
Stock Exchange, was approximately $7.3 billion. As of such date, non-affiliates held 34,341 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 17, 2022 (exclusive of
treasury shares) was as follows: 166,751,793 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 2022 Annual Meeting of Stockholders, to be held on April
27, 2022, are incorporated by reference into Part III of this report.
INDEX TO THE NEW YORK TIMES COMPANY 2021 ANNUAL REPORT ON FORM 10-K
ITEM NO.
PART I
Forward-Looking Statements
Business
1
Overview
Products
Subscribers, 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
[Reserved]
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
9C Disclosures Regarding Foreign Jurisdictions that Prevent Inspections
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
3
4
4
5
5
5
6
8
9
24
24
24
24
25
26
27
28
54
55
111
111
111
111
112
112
113
113
113
114
117
118
PART I
FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K, including the sections titled “Item 1 — Business,” “Item 1A — Risk Factors”
and “Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains
forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. Terms such as “aim,” “anticipate,” “believe,” “confidence,”
“contemplate,” “continue,” “conviction,” “could,” “drive,” “estimate,” “expect,” “forecast,” “future,” “goal,”
“guidance,” “intend,” “likely,” “may,” “might,” “objective,” “opportunity,” “optimistic,” “outlook,” “plan,”
“position,” “potential,” “predict,” “project,” “seek,” “should,” “strategy,” “target,” “will,” “would” or similar
statements or variations of such words and other similar expressions are intended to identify forward-looking
statements, although not all forward-looking statements contain such terms. Forward-looking statements are based
upon our current expectations, estimates and assumptions and involve risks and uncertainties that change over time;
actual results could differ materially from those predicted by such 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 Securities and Exchange Commission (“SEC”) filings. You are cautioned not to place undue
reliance on any such forward-looking statements, which speak only as of the date they are made. We undertake no
obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future
events or otherwise.
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 that helps our audience understand and engage with the world. We believe that The Times’s original,
independent 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. The quality of our
coverage has been widely recognized with many industry and peer accolades, including 132 Pulitzer Prizes and
citations, more than any other news organization.
The Company includes our digital and print products and related businesses, including:
• 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, Cooking and Audm (our read-aloud audio service),
which are available on mobile applications and websites; Wirecutter, our online review and recommendation
product; and, following our acquisition of The Athletic Media Company on February 1, 2022 (as further
described below), The Athletic; and
• our related businesses, such as our licensing operations; our commercial printing operations; our live events
business; and other products and services under The Times brand.
On February 1, 2022, we completed the acquisition of The Athletic Media Company (“The Athletic”), a global
digital subscription-based sports media business that provides national and local coverage of more than 200 clubs and
teams in the United States and around the world.
We generate revenues principally from the sale of 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, Audm and Wirecutter 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.”
THE NEW YORK TIMES COMPANY – P. 1
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. As of December 26,
2021, approximately 7.6 million subscribers had purchased approximately 8.8 million paid subscriptions across our
products, more than at any point in our history. Our non-news products Games and Cooking each crossed one
million subscriptions just before the end of 2021.
In early 2019, we established a goal of reaching 10 million subscriptions by 2025, a target we have now
surpassed with the acquisition of The Athletic in 2022. In February 2022, we announced a new target: at least 15
million total subscribers by year-end 2027.
During 2021, we continued to make significant investments in our journalism and our digital product
experience as well as in the back-end technology and underlying capabilities that allow users to seamlessly move
among various devices and products. The Times continued to break stories, produce investigative reports and help
our audience understand a wide range of topics, including the coronavirus (Covid-19) pandemic and its many
reverberations, the intersection of race and culture in America, and the varied effects of climate change. In addition,
we continue to innovate advertising offerings that integrate well with the user experience, including solutions that
use proprietary first-party data — rather than third-party data — to generate predictive insights and help inform our
clients’ advertising strategies while leveraging our audiences in privacy-forward ways, as well as our audio
advertising offerings. We also expanded subscriptions to our non-news products by launching a subscription option
to our Wirecutter product during the third quarter of 2021.
In January 2022, we acquired Wordle, a popular digital word game, to join our Games portfolio.
The global Covid-19 pandemic, efforts to contain it and the resulting economic disruptions have impacted and
may further impact our business in various ways. 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 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 by individual consumers or as part of group education or
group corporate subscriptions. Our core news 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 an All Digital Access subscription package
that includes bundled access to our news website and mobile application, Games, Cooking and Wirecutter products.
We also offer standalone subscriptions to our Games, Cooking, Audm and Wirecutter products, and effective
February 1, 2022, The Athletic. Our access model for our Games, Cooking and Wirecutter products generally offers
users who have registered free access to limited pieces of content before requiring users to subscribe for access to
additional content.
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.
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 our digital news, Games, Cooking and
Wirecutter products.
P. 2 – THE NEW YORK TIMES COMPANY
SUBSCRIBERS, SUBSCRIPTIONS AND AUDIENCE
Our content reaches a broad audience through both digital and print platforms. As of December 26, 2021,
approximately 7.6 million subscribers had purchased approximately 8,789,000 paid subscriptions across 236 countries
and territories to our digital and print products. As of December 31, 2021, The Athletic, which we acquired on
February 1, 2022, had approximately 1.2 million subscribers.
Paid digital-only subscriptions totaled approximately 8,005,000 as of December 26, 2021, an increase of
approximately 19% compared with December 27, 2020. This amount includes standalone paid subscriptions to our
Games, Cooking, Audm and Wirecutter products. International digital-only news subscriptions represented
approximately 18% of our digital-only news subscriptions as of December 26, 2021.
The number of paid digital-only subscriptions also includes estimated group education and group corporate
subscriptions (which collectively represent approximately 5% of total paid digital subscriptions to our news
products). The numbers of paid group subscriptions and subscribers are 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 sales is substantially higher.
According to comScore Media Metrix, an online audience measurement service, in 2021, NYTimes.com had a
monthly average of approximately 90 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 125 million unique visitors on either desktop/laptop computers or mobile devices, according to
internal data estimates.
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, 2021, 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 26, 2021, The Times’s average print circulation (which includes paid and
qualified circulation of the newspaper in print) was approximately 343,000 for weekday (Monday to Friday) and
820,000 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 26, 2021, and December 27,
2020, was approximately 91,100 (estimated) and 104,800, 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 the annual average. The final 2021 figure will not be
available until April 2022.
THE NEW YORK TIMES COMPANY – P. 3
ADVERTISING
We have a comprehensive portfolio of advertising products and services. Advertising revenue is principally
from advertisers (such as technology, luxury goods and financial 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. Our digital
advertising offerings include solutions that use proprietary first-party data — rather than third-party data — to
generate predictive insights and help inform our clients’ advertising strategies while leveraging our audiences in
privacy-forward ways. Other digital advertising includes advertising revenues generated by open-market
programmatic advertising, creative services associated with branded content, advertisements appearing on our
Wirecutter product and classified advertising. In 2021, digital advertising represented approximately 62% of our
advertising revenues.
At the time of its acquisition, The Athletic had a limited advertising business, consisting primarily of podcast
advertising. We expect to develop a broader set of advertising products and services for the site over time.
Print advertising for The Times 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 2021 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 2021, print advertising represented approximately 38% 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.
COMPETITION
We face a market undergoing profound transformation and significant competition in all aspects of our
business. We compete for audience, subscribers, and advertising against a wide variety of digital and print media
companies, including digital and traditional print content providers, news aggregators, search engines, social media
platforms and streaming services, any of which might attract audiences and/or advertisers to their platforms and
away from ours. Our news product most directly competes for audience, subscriptions and advertising with other
U.S. and global news and information digital and print products, including The Washington Post, The Wall Street
Journal, CNN, BBC News, Vox, The Guardian and Financial Times. Our digital news product also competes with
customized news feeds, news aggregators and social media products of companies such as Apple, Alphabet, Meta
Platforms and Twitter. Our other digital products compete with comparable content providers, as well as other digital
media of general interest. In addition, we compete for advertising on digital advertising networks and exchanges
with real-time bidding and other programmatic buying channels.
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 application 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. We believe that The Times’s original, independent and high-quality reporting,
storytelling and journalistic excellence across topics and formats set us apart from others and is at the heart of what
makes our journalism worth paying for, and we believe our journalism attracts valuable audiences providing a safe
and trusted platform for advertisers’ brands.
P. 4 – THE NEW YORK TIMES COMPANY
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 over 95 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;
• In addition to advertising and subscription revenue, our Wirecutter 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 facility in College Point,
N.Y., 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.
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 in the New York
metropolitan area through a combination of our own drivers and agreements with other newspapers and third-party
delivery agents. 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 28 sites throughout the world and is sold in
over 85 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 2021 and 2020, 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.
2021
63,600
9,800
2020
71,600
10,200
(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.
THE NEW YORK TIMES COMPANY – P. 5
HUMAN CAPITAL
The talented employees who make up our inclusive workplace are vital to the continued success of our mission
and business and central to our long-term strategy. In order to attract, develop and maximize the contributions of
world-class talent, we are working to create a rewarding employee experience in a variety of ways, including building
a more diverse, equitable and inclusive workplace; developing and promoting talent; providing equitable and
competitive compensation and benefits (total rewards); and supporting employees’ health, safety and well-being.
Building a more diverse, equitable and inclusive workplace
Each year since 2017, we have prepared an in-depth report on diversity and inclusion at The Times to promote
accountability over time. Steps to advance our diversity, equity and inclusion goals include:
• Investing in dedicated resources. In 2021, we continued to build out a dedicated team to lead and support
our diversity, equity and inclusion initiatives.
• Adopting policies, processes and guidelines to promote an equitable and respectful organizational
culture. This includes a rigorous and transparent process for investigating workplace complaints and
concerns, as well as ongoing efforts to codify and promote behavioral expectations for employees working at
The Times on how to approach their work, and engage with, manage and lead each other.
• Focusing on pay equity. Every two years, including in 2021, we conduct a pay-equity study, an in-depth
review of our compensation practices conducted with an outside expert to identify, assess and rectify any
inconsistencies in pay. We analyze average differences across race and gender of people performing similar
work, taking into account factors that explain legitimate differences in pay, such as tenure and performance,
and also perform a thorough analysis of individual pay.
• Investing in diversifying the employee pipeline. We are creating and expanding programs like The New
York Times Fellowship Program (a one-year 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 media.
• Evolving opportunities for identity-based connection. We currently have 13 active employee resource
groups providing opportunities for employees with a shared identity to support each other and serving as a
forum through which to develop leadership and management skills.
Developing and promoting talent
We recognize the importance of creating opportunities for employees to evolve and succeed, at every level.
Identifying and putting in place effective executive leadership is critically important to our success. Our Board
of Directors works with senior management to ensure that strategic plans are in place for both short- and long-term
executive succession. The Board conducts an annual detailed review of the Company’s leadership pipeline and
succession plans for key senior leadership roles.
We also value ongoing development and continuous learning, and strive to support and provide enriching
opportunities to our employees. We have made significant investments to bolster role-based and professional
development learning and skill building to further meet the needs of our workforce.
Providing equitable and competitive total rewards
Talent – including our employees and those we seek to hire – is in high demand, particularly journalists and
people working in digital product development disciplines.
We offer comprehensive total rewards, which are designed to meet the needs of our current and future
employees; support the Company’s strategic goals, mission and values; drive a high-performance culture; and offer
competitive and equitable pay. In line with our business goals, our total rewards philosophy links compensation to
achieving sustained high performance. Along with the compensation and benefits we provide, our reputation,
workplace culture, and focus on equity and inclusion are all factors that help us attract and retain highly skilled
people of diverse backgrounds.
P. 6 – THE NEW YORK TIMES COMPANY
Supporting employees’ health, safety and well-being
Our employees’ well-being is vital to our success, and their physical and mental health, safety and work-life
balance are a top priority. We have invested in programs that help support their day-to-day wellness needs and goals
including, but not limited to: access to licensed professional counselors, health coaching and advocacy services,
fitness resources, child and elder care help, and more.
As a result of the Covid-19 pandemic, the vast majority of our employees continue to work remotely. During
2021, we continued and broadened some of the benefits we introduced in the early stages of the pandemic that were
designed to support employees during an extended period of working from home, including dependent care relief,
office-supply reimbursement, ergonomic resources, and mental health and wellness support. We also continue to
evolve our remote and distributed work policies and practices. These include protocols to protect the health and
safety of our employees, including those who do not work remotely, such as those who are working in our offices,
our journalists in the field and employees working in our College Point, N.Y., printing and distribution facility.
We also continue to adapt to ever-changing workplace and workforce dynamics, and plan to transition to a
hybrid work model with employees working both from our offices and remotely. We are focused on building
capabilities to support a variety of work styles where individuals, teams, and our business can be successful.
Workforce Demographics
We had approximately 5,000 full-time equivalent employees as of December 26, 2021, which includes more than
2,000 involved in our journalism operation.
Approximately 38% of our full-time equivalent employees were represented by unions as of December 26, 2021.
In addition, some of our technology employees are seeking to form a union. 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, one collective bargaining agreement, under which approximately 26% of our full-time
equivalent employees are covered, has expired and negotiations for a new contract are ongoing. Additionally, as
indicated below, one collective bargaining agreement, under which less than 1% of our full-time equivalent
employees are covered, will expire within one year and we expect negotiations for a new contract to begin in the near
future. We cannot predict the timing or the outcome of these negotiations.
Employee Category
NewsGuild of New York (The New York Times)
Machinists
Mailers
Voice Actors
NewsGuild of New York (Wirecutter)
Drivers
Typographers
Paperhandlers
Pressmen
Stereotypers
Expiration Date
March 30, 2021
March 30, 2022
March 30, 2023
October 31, 2023
February 28, 2024
March 30, 2025
March 30, 2025
March 30, 2026
March 30, 2026
March 30, 2026
THE NEW YORK TIMES COMPANY – P. 7
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. We have included our website addresses throughout this report as inactive textual references only. The
information contained on the websites referenced herein is not incorporated into this filing.
P. 8 – THE NEW YORK TIMES COMPANY
ITEM 1A. RISK FACTORS
This section highlights specific risks that could affect us and our businesses. You should carefully consider
each of the following risks, as well as the other information included in this Annual Report on Form 10-K. Our
business, financial condition, results of operations and/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
We face a market undergoing profound transformation and significant competition in all aspects of our business.
Our industry is transforming as consumer demand transitions from traditional media — such as print
newspapers — to digital, resulting in rapid changes in consumer behavior, advertiser behavior, talent behavior and
competitive boundaries. The future structure of our industry remains unpredictable, leading to significant
opportunity and uncertainty for our business and our competitors.
We operate in a highly competitive environment. We compete for audience share and subscribers, as well as
subscription revenue, advertising revenue, and other revenues such as licensing and affiliate referral revenues. Our
competitors include content providers and distributors, 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 and people working in
digital product development disciplines, among others, who are in high demand;
• 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 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
destinations, subscriptions and other products, such as Apple and Alphabet, 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 ability to grow the size and profitability of our subscriber base depends on many factors, both within and
beyond our control, and a failure to do so 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. Our
future growth and profitability depend upon our ability to retain, grow and effectively monetize our audience and
digital subscriber base in the United States and abroad. We have invested and will continue to invest significant
resources in our efforts to do so, but there is no assurance that we will be able to successfully grow our subscriber
base in line with our expectations, or that we will be able to do so without taking steps such as adjusting our pricing
or incurring subscription acquisition costs that could adversely affect our subscription revenues, margin and/or
profitability.
Our ability to attract and grow our digital subscriber base depends on the size of our audience and its sustained
engagement directly with our products, including the breadth, depth and frequency of use. The size and engagement
of our audience is dependent on many factors both within and beyond our control, including significant news events,
user sentiment about the quality of our content and products in comparison to our competitors, the free access we
provide to our content, and our ability to successfully manage changes implemented by search engines that affect the
visibility of our content, among other factors. If users become less engaged with our products, they may be less likely
to subscribe.
We have set a goal to reach 15 million subscribers by the end of 2027 (from approximately 7.6 million as of year-
end 2021) based on our historical performance, as well as internal and external research on the market of adults
globally who are paying — or are willing to pay — for English-language news, sports information, puzzles, recipes,
expert shopping advice and/or podcasting. The actual size and speed of development of this market, as well as our
ability to penetrate this market to grow our subscriber base, are uncertain. Consumers’ willingness to subscribe to our
products may depend on a variety of factors, including subscriber engagement, our subscription and pricing model,
our ability to adapt to varied and changing consumer expectations, general economic conditions and their potential
impact on consumer discretionary spending, and our marketing expenditures and effectiveness, as well as other
factors within and outside our control. We may also face additional challenges in expanding our subscriber base to
new audiences within and outside of the United States, which is part of our strategy, and the growth of our business
could be harmed if our expansion efforts do not succeed. For example, although we have a significant number of
users outside of the United States, we could be at a disadvantage compared with local and multinational competitors
who may devote more resources to local or regional coverage than we do. Additionally, with our acquisition of The
Athletic, we will need to appeal to a new and different subscriber base that currently has modest overlap with the
subscriber base of our other products. Our continued expansion will depend on our ability to adapt, on a cost-
effective basis, our content, products, pricing and marketing for global audiences. This will include adapting to
differences in content preferences; product-feature preferences; culture; language; and market dynamics such as user
behavior, spending capability and payment processing systems. As we grow larger and increase our subscriber base,
we expect it will become increasingly difficult to maintain our rate of growth.
We must also manage the rate at which subscribers cancel their subscriptions to our products — what we refer
to as our “churn.” Subscription cancellations are caused by many and varied reasons, including subscribers’
perception that they do not engage with our content sufficiently, the end of promotional pricing or in response to
increases or other adjustments we may implement from time to time in our subscription pricing, changes in local
credit card regulations and broader consumer protection regulations, and the expiration of subscribers’ credit cards;
they may also be facilitated by the rollout of certain new account management features like the ability to cancel a
subscription online. As we adjust our access model to encourage users who may spend less time with our products to
subscribe, new subscriber cohorts may not retain at the same rate as prior cohorts of subscribers.
The future growth of our business and profitability also depend on our ability to successfully monetize our
subscriber relationships and maintain attractive unit economics. We are investing in efforts to encourage subscribers
to use and pay for multiple products, primarily through our multi-product package (“bundle”), but there can be no
assurance that such efforts will be successful. We have also implemented and may continue to implement changes in
our pricing model, such as price increases, that could have an adverse impact on our ability to attract, engage and
retain subscribers.
Print subscriptions continue to decline as the media industry has transitioned from being primarily print-
focused to digital and we do not expect this trend to reverse. As print subscriptions fall, we may be unable to slow the
resulting print revenue declines with revenue from home-delivery price increases. In addition, if we are unable to
P. 10 – THE NEW YORK TIMES COMPANY
offset and ultimately replace continued print subscription revenue declines with other sources of revenue, such as
digital subscriptions, our operating results will be adversely affected.
Our ability to manage and grow the size and profitability of our subscriber base is dependent on metrics that are
subject to inherent challenges in measurement.
We rely on certain metrics, such as subscriptions, subscribers, average revenue per subscriber and registered
users, which we use to evaluate growth trends, measure our performance and make strategic decisions. These metrics
are calculated using internal company data as well as information we receive from our business affiliates, and are
subject to inherent challenges in measurement. For example, there may be individuals who have multiple Times
subscriptions or registrations, which we treat as multiple subscribers or registrations, as well as single subscriptions
and registrations that are used by more than one person. Accordingly, the calculations of our subscribers and
registered users may not reflect the actual number of people using our products. The accuracy of our metrics also
depends on accurate reporting by third parties such as Apple and Alphabet, as some of our subscribers purchase their
subscriptions through these intermediaries. Inaccuracies in these metrics may affect our understanding of certain
details of our business, which could result in incorrect business decisions and/or affect our longer-term strategies. In
addition, as our tools for measuring these metrics evolve, the methodologies for tracking may change over time,
which could result in unexpected changes to our metrics. Real or perceived material inaccuracies in these metrics
could harm our reputation, subject us to legal or regulatory actions and/or adversely affect our operating and
financial results.
Our success depends on our ability to improve and scale our technical and data 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 and data 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 effectively, 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.
The continuing rapid evolution of technology in the media industry and changes in the preferences and
expectations of consumers also 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 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;
• 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;
• consumers may increasingly use technology 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
• we may fail to successfully adapt our digital products to meet changing consumer preferences and
expectations regarding privacy and security.
We continue to invest significant resources to mitigate these potential risks and to build, maintain and evolve
our products, data 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 and data infrastructure and responding to changes in
technology and consumer behavior, our business, financial condition and prospects may be adversely affected.
THE NEW YORK TIMES COMPANY – P. 11
Our advertising revenues are affected by numerous factors, including economic conditions, market dynamics,
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 or uneven economic conditions by reducing their budgets or shifting spending patterns or priorities, or if they
are forced to consolidate or cease operations. Worldwide economic conditions in the aftermath of the Covid-19
pandemic, including supply chain disruptions and inflationary pressures, may materially adversely affect our
advertising revenues.
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. In
determining whether to buy advertising with us, our advertisers consider the demand for our products,
demographics of our audience, advertising rates, results observed by advertisers, breadth and perceived effectiveness
of advertising offerings and alternative advertising options.
Large digital platforms, such as Meta Platforms, Alphabet 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.
Additionally, digital advertising networks and exchanges with real-time bidding and other programmatic
buying channels that allow advertisers to buy audiences at scale also play a significant role in the marketplace and
represent another competitive threat. They have caused and may continue to cause further downward pricing
pressure and the loss of a direct relationship with marketers, especially during periods of economic downturn.
The evolving standards for 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, 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.
Additionally, our digital advertising offerings also now include products that use proprietary first-party data
— rather than third-party data — to generate predictive insights and help inform our clients’ advertising strategies.
Our ability to quickly and effectively evolve these products; the volume, quality, and price of competitive products;
and continued changes to industry regulation all have the potential to impact the success of this strategy.
We have also taken further 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 digital advertising operations also rely on a small number of significant technologies (particularly
Alphabet’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.
Although print advertising revenue continues to represent a significant portion of our total advertising revenue
(approximately 38% of our total advertising revenues in 2021), the overall proportion continues to decline and we do
not expect this trend to reverse. This trend was further accelerated by the impact of the Covid-19 pandemic and
efforts to contain it on some of our traditional print advertisers, such as entertainment and retail. A further decline in
the economic prospects of these and other advertisers could alter current or prospective advertisers’ spending
priorities or result in consolidation or closures across various industries, which may reduce the Company’s print and
overall advertising revenue.
P. 12 – THE NEW YORK TIMES COMPANY
Our brand and reputation are key assets of the Company. 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 United States 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 brand and reputation could also be adversely
impacted by negative claims or publicity regarding the Company or its operations, products, employees, practices
(including social and environmental practices) or business affiliates (including advertisers); as well as our potential
inability to adequately respond to such negative claims or publicity, even if such claims are untrue. 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.
The continuing impact of the Covid-19 pandemic is difficult to predict and creates considerable uncertainty for our
business.
The global Covid-19 pandemic continues to have widespread, rapidly evolving, and unpredictable impacts on
global society, economies, financial markets and business practices. The pandemic, efforts to contain it, and the
resulting disruptions have impacted our business in various ways. There is substantial uncertainty as to the nature
and degree of the continued effects of the pandemic over time.
For example, during 2020 we experienced significant growth in the number of subscriptions to our digital news
and other products, which we believe was attributable in part to an increase in traffic given the news environment
and as a result of the pandemic. The rate of digital subscription growth moderated in 2021, although it was our
second-best year for net subscription additions, and we do not expect the 2020 growth rate to be indicative of results
for future periods. The growth in subscriptions to our products during the pandemic may also in part reflect changes
in how our users spend their time during the pandemic, and our ability to attract and retain subscribers may continue
to be impacted by patterns of behavior influenced by the course of the pandemic. In addition, revenues from the
single-copy and bulk sales of our print newspaper have been, and we expect will continue to be, adversely affected as
a result of continued increased levels of remote working and reductions in travel.
The worldwide economic slowdown caused by the pandemic led to a significant decline in our advertising
revenues in 2020 as advertisers reduced their spending. While we experienced significantly increased demand for
advertising in 2021, particularly with respect to digital advertising as the broader advertising market recovered, there
is no assurance that this recovery will be sustained, and developments related to the pandemic such as global supply
chain disruptions and labor shortages, among others, could adversely impact our advertising revenues in the future if
our advertisers were to reduce their advertising spend as a result. We expect reduced print advertising spending by
businesses that continue to be negatively impacted by the pandemic, along with secular trends, to continue to
adversely affect our print advertising revenues, and some of our print advertising revenues may not return to pre-
pandemic levels. In addition, the pandemic and attempts to contain it have resulted in the postponement and
cancellation of live events, and while this impact moderated in 2021, this continues to adversely affect our revenues
from live events and related services.
As a result of the ongoing pandemic, we altered certain aspects of our operations and the vast majority of our
employees continue to work remotely. Remote work may heighten 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 due to illness, power outages, connectivity issues or other
causes that impact our employees’ ability to work remotely, our operations may be negatively impacted. We will
continue to actively monitor these other comparable issues raised by the pandemic and may take further actions that
alter our business operations as may be required or that we determine are appropriate. It is not clear what effects any
such alterations or modifications may have on our business and financial results.
THE NEW YORK TIMES COMPANY – P. 13
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, and significant operational disruptions at these facilities, or at our newsprint
suppliers or print and distribution partners, could adversely affect our operating results. If a significant percentage of
our College Point employees were unable to work as a result of the pandemic or because of vaccination mandates,
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
financial pressures, labor shortages, supply chain issues 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.
The future impact that the Covid-19 pandemic will have on our business, operations and financial results is
uncertain and will depend on numerous evolving factors and future developments that we are not able to reliably
predict or mitigate, including the extent of variants and resurgences; the effect of ongoing vaccination and mitigation
efforts; the impact of the pandemic on economic conditions and the companies with which we do business, including
our advertisers; governmental, business and other’s actions in response to the pandemic; and changes in consumer
behavior as a result of the pandemic, among many other factors. It is also possible that the Covid-19 pandemic may
accelerate or worsen the other risks discussed in this section.
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
offered 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 and affiliates;
• 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, payment processing, 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.
P. 14 – THE NEW YORK TIMES COMPANY
Attracting and maintaining a talented and diverse workforce, which is vital to our success, is increasingly
challenging and costly; failure to do so could have a negative impact on our competitive position, reputation,
business, financial condition and 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. Talent is in high demand, particularly journalists and people working in digital product
development disciplines. Our employees and individuals we seek to hire are highly sought after by our competitors
and other companies, some of which have greater resources than we have and may offer compensation packages that
are perceived to be better than ours. As a result, we may not be able to retain our existing employees or hire new
employees quickly enough to meet our needs.
Our continued ability to attract and retain highly skilled talent from diverse backgrounds for all areas of our
organization depends on many factors, including our reputation; workplace culture; progress with respect to
diversity, equity and inclusion efforts; and the compensation and benefits we provide. Employee-related costs are our
main operating costs, and these costs have increased in recent years as we have invested in our business and
competed for talent, and may further increase. Stock-based compensation is an increasing component of our overall
compensation costs, and if the perceived value of our equity awards relative to our competitors declines, including as
a result of volatility or declines in the market price of our Class A common stock or changes in perception about our
future prospects, that may adversely affect our ability to recruit and retain talent. We must also continue to adapt to
ever-changing workplace and workforce dynamics and other changes in the business and cultural landscape. We plan
to transition to a hybrid work model, with employees working both from our offices and remotely, which may
challenge our corporate culture, make us undesirable to talent that prefers different working arrangements, pressure
our operations and introduce additional costs as we invest in our offices and technological improvements to support
hybrid work. Failing to adapt effectively to these changes or to otherwise meet workforce expectations could impact
our ability to compete effectively (including for talent) or have an adverse impact on our corporate culture or
operations. Effective succession planning is also important to our long-term success, and a failure to effectively ensure
the transfer of knowledge and train and integrate new employees could hinder our strategic planning and execution.
If we are unable to attract and maintain a talented and diverse workforce, it would negatively disrupt our operations
and our ability to complete ongoing projects; would impact our competitive position and reputation; and could
adversely affect our business, financial condition or results of operations.
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 38% of our full-time equivalent employees were represented by unions as of December 26, 2021,
including certain employees at Wirecutter who formed a union in 2019. As a result, we are required to negotiate the
wages, benefits and other terms and conditions of employment with many of our employees collectively. In addition,
some of our technology employees are seeking to form a union. Our business and 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 employees were to unionize. If we are unable to negotiate labor contracts
on reasonable terms, or if we were to experience significant labor unrest or other business interruptions in connection
with labor negotiations or otherwise, our ability to produce and deliver our products could be impaired. Labor unrest
or campaigns by labor organizations have resulted in and may continue to result in negative publicity, which can
adversely impact our reputation and our ability to recruit, retain and motivate talent, as well as divert management’s
attention and resources. 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 further limited by the terms and duration
of our collective bargaining agreements.
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
THE NEW YORK TIMES COMPANY – P. 15
can have an adverse impact on the Company as a result of legal costs, diversion of management and other personnel,
harm to our reputation, and other factors.
Risks Related to Acquisitions, Divestitures and Investments
We incurred substantial costs in our recent acquisitions of The Athletic, and our future investments in connection
with the acquisition may prove costlier than we anticipate. As a result, we may not realize the expected benefits as
and when we have forecasted or at all.
We completed the acquisition of The Athletic, a global digital subscription-based sports media business, on
February 1, 2022 for an all-cash price of approximately $550 million, subject to customary closing adjustments. We
also incurred significant non-recurring expenses in connection with this acquisition, including legal, accounting,
financial advisory, integration planning and other expenses. We intend to invest additional amounts in an effort to
scale The Athletic’s subscriptions business, build its advertising business and make The Athletic, which operated at
a loss prior to the acquisition, accretive to our overall profitability.
In addition, while we intend to operate The Athletic as a standalone product, we expect that it will still require
significant attention and resources from our management team and others working on the transition. This will
include the implementation of public company policies and procedures, including effective internal control over
financial reporting and disclosure controls and procedures, legal standards and compliance and information security
practices. Devoting resources to this integration of The Athletic into the Company means that these resources will be
redeployed to varying degrees from their normal day-to-day activities. This could impair our effectiveness and
efficiency and may have an adverse impact on our financial condition or results of operations.
The success of The Athletic acquisition will depend, in part, on our ability to apply our subscription,
advertising, marketing and operational expertise to help scale their growth in a profitable, efficient and effective
manner. We may not be able to manage The Athletic successfully, or doing so may be costlier than we anticipate, and
we may experience difficulty in realizing the expected benefits of this acquisition. Potential difficulties that may be
encountered may include the loss of key employees, unknown liabilities, unforeseen expenses and/or other
complexities associated with the integration.
We may fail to meet our publicly announced guidance about the impact of The Athletic on our business and future
operating results, which would cause our stock price to decline.
Our publicly announced guidance and expectations with respect to the impact of The Athletic acquisition on
our revenue growth and operating results are based on forecasts prepared by our management. Forecasts are based
upon a number of assumptions and estimates that are inherently subject to significant business, economic and
competitive uncertainties and contingencies relating to our business, many of which are beyond our control and/or
are based upon specific assumptions with respect to future business decisions, which may change. While all
guidance is necessarily speculative in nature, guidance relating to the anticipated results of operations of a recently
acquired business is inherently more speculative in nature than other guidance as management will, necessarily, be
less familiar with the business, procedures and operations of the recently acquired business. It is possible that some
or all of our assumptions regarding The Athletic underlying any guidance furnished by us may turn out not to be
correct and actual results may vary significantly from our guidance.
Our business will be impacted by risks applicable to The Athletic.
While we intend to operate The Athletic as a standalone product, its results will be consolidated with ours and
accordingly, from the completion of the acquisition, our results are subject to risks and uncertainties affecting its
business. These risks include many of the risks outlined elsewhere in these risk factors, as well as others. In our
review of The Athletic in connection with the acquisition, we may have failed to identify or fully prepare for all of
the problems, liabilities or other shortcomings or challenges facing the business, including issues related to
intellectual property, privacy, data protection, information security practices, regulatory compliance practices and
tax and employment practices. To the extent unexpected liabilities arise, our recourse to the former owners of The
Athletic will be limited and our remedies under customary representation and warranty insurance we obtained in
connection with the acquisition may not be adequate to offset such liabilities. As a result, any such liabilities, if
significant, could have a material adverse effect on us.
P. 16 – THE NEW YORK TIMES COMPANY
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 acquire and develop new products and services. These investments have included, in
addition to The Athletic, among others: enhancements to our core news product and other products (including
Games, Cooking, Audm and Wirecutter); investments in various audio, film and television and children’s product
initiatives; and investments in our commercial printing and other ancillary operations. These efforts present
numerous risks and challenges, including the need for us to appeal to new audiences, develop additional expertise
in certain areas, overcome technological and operational challenges and effectively allocate capital resources; new
and/or increased costs (including marketing costs and costs to recruit, integrate and retain talented 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 intend to continue to engage in
discussions, evaluate opportunities and enter into agreements for possible additional 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 transitioning
employees from the acquired company into our organization);
• failure to identify in advance liabilities, deficiencies, or other claims;
• 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;
• 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. We may not be able to find suitable acquisition
candidates, and we may not be able to complete acquisitions or other strategic transactions on favorable terms, or at
all. 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, may result in write-offs of
impaired assets, and may fall short of expected return on investment targets, which could adversely affect our
business, results of operations and financial condition.
THE NEW YORK TIMES COMPANY – P. 17
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 nature of significant portions of our expenses may limit our operating flexibility and could adversely affect our
results of operations.
Our main operating costs are employee-related costs, and these costs have increased in recent years as we have
invested in our business and competed for talent that is in high demand, and may further increase. Employee-related
costs generally do not 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 operating costs
sufficiently in response to a decline in our revenues, our profitability 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 26, 2021, our qualified defined benefit pension plans had plan assets
that were approximately $74 million above the present value of future benefit 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
$239 million as of December 26, 2021. 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 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.
P. 18 – THE NEW YORK TIMES COMPANY
The risks of participating in multiemployer plans are different from single-employer plans in that assets
contributed are pooled and may be used to provide benefits to employees of other participating employers. If a
participating employer withdraws from or otherwise ceases to contribute to the plan, the unfunded obligations of the
plan may be borne by the remaining participating employers. 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.” When a multiemployer pension plan in which we participate enters “endangered,” “critical” or
“critical and declining” status, we can be required to make additional contributions and/or benefit reductions may
apply. Currently, three of the significant multiemployer plans in which we participate are classified as “critical and
declining.”
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. All of
the significant multiemployer plans in which we participate are specific to the newspaper and broader printing and
publishing industries, which continue 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.
Significant disruptions in our newsprint supply chain or newspaper printing and distribution channels, or a
significant increase in the costs to print and distribute our newspaper, would have an adverse effect on our operating
results.
The Times newspaper, as well as other commercial print products, are printed at our production and
distribution facility in College Point, N.Y. Outside of the New York area, The Times is printed and distributed under
contracts with print and distribution partners across the United States and internationally.
Our production and distribution facility and our print partners rely on suppliers for deliveries of newsprint,
and the availability of newsprint supply may be affected by various factors, including supply chain disruptions,
transportation issues, labor shortages or unrest, and other disruptions that may affect production or deliveries of
newsprint. In addition, the price of newsprint has historically been volatile and could increase as a result of various
factors. A significant disruption in our or our partners’ newsprint supply chain, or a significant increase in the price of
newsprint, would adversely affect our operating results.
To the extent that financial pressures, newspaper industry trends or economics, labor shortages or unrest, 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. Some of our print and
distribution partners have taken steps to reduce their geographic scope and/or the frequency with which newspapers
are printed and distributed that have not been reversed, and additional partners may take similar steps. The
geographic scope and frequency with which newspapers are printed and distributed by our partners at times affects
our ability to print and distribute our newspaper and can adversely affect our operating results.
THE NEW YORK TIMES COMPANY – P. 19
If we experience significant disruptions in our newsprint supply chain or newspaper printing and distribution
channels, or a significant increase in the costs to print and distribute our newspaper, 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. We and the third parties with which we work may be more vulnerable to the risk from activities of this nature
as a result of operational changes such as significant increases in remote working. 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 the third parties with which we work and on which we rely, may be
vulnerable to interruption or damage that can result from the effects of natural disasters or climate change (such as
increased storm 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, the costs and effort to respond to a security breach and/or to mitigate any security
vulnerabilities that may be identified in the future could be significant.
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 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 with respect to privacy
and the collection and use of personal data, as well as laws and regulations with respect to consumer marketing
practices.
P. 20 – THE NEW YORK TIMES COMPANY
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
automatic-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 with respect to privacy, the collection and use of personal
data, and consumer marketing practices (or new interpretations of existing laws and regulations) have imposed and
may continue to impose obligations that may affect our business, place increasing demands on our technical
infrastructure and resources, 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.
We are subject to payment processing risk.
We accept payments through third parties using a variety of different payment methods, including credit and
debit cards and direct debit. We rely on third parties’ systems as well as our own internal systems to process
payments. Acceptance and processing of these payment methods are subject to certain certifications, rules,
regulations and industry standards. To the extent that there are disruptions in our or third-party payment processing
systems, errors in charges made to subscribers, material changes in the payment ecosystem such as large re-issuances
of payment cards by credit card issuers, and/or changes to rules, regulations or industry standards concerning
payment processing, we could experience increased costs and/or be subject to fines and/or civil liability, which could
harm our reputation and adversely impact our revenue, operating expenses and results of operations.
In addition, we have experienced, and from time to time may continue to experience, fraudulent use of
payment methods for subscriptions to our digital products. If we are unable to adequately control and manage this
practice, it could result in inaccurately inflated subscription figures used for internal planning purposes and public
reporting, which could adversely affect our ability to manage our business and harm our reputation. If we are unable
to maintain our fraud and chargeback rate at acceptable levels, our card approval rate may be impacted and card
networks could impose fines and additional card authentication requirements, or terminate our ability to process
payments which would impact our business and results of operations as well as result in negative consumer
perceptions of our brand. We have taken measures to detect and reduce fraud but these measures may not be
effective and may need to be continually improved as fraudulent schemes become more sophisticated. These
measures may add friction to our subscription processes, which could adversely affect our ability to add new
subscribers.
The termination of our ability to accept payments on any major payment method would significantly impair
our ability to operate our business, including our ability to add and retain subscribers and collect subscription and
advertising revenues, and would adversely affect our results of operations.
THE NEW YORK TIMES COMPANY – P. 21
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 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
operations, reputation and operating results. A transition of these services to different cloud providers would be
difficult to implement and cause us to incur significant time and expense. In addition, if hosting costs increase over
time and/or if we require more computing or storage capacity as a result of subscriber growth or otherwise, our costs
could increase disproportionately.
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 and enforce 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. To the
extent the Company gains greater public recognition and scale worldwide, and publishes more content on its own
platforms and third-party platforms (like social media), the likelihood of receiving claims of infringement may rise.
Defending against intellectual property infringement claims against us can be time-consuming, expensive to litigate
or settle and a diversion of management attention. In addition, litigation regarding intellectual property rights is
inherently uncertain due to the complex issues involved, and we may not be successful in defending ourselves in
such matters.
If successful, third-party intellectual property infringement claims may require us to enter into royalty or
licensing agreements on unfavorable terms, use more costly alternative technology, alter how we present our content
to our users, alter certain of our operations and/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. For claims against us, insurance may be insufficient or unavailable, and for claims related to
actions of third parties, either indemnification or remedies against those parties may be insufficient or unavailable.
P. 22 – THE NEW YORK TIMES COMPANY
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 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 26,
2021, there were no outstanding borrowings under the Credit Facility. See “Note 7 of the Notes to the Consolidated
Financial Statements” 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.
THE NEW YORK TIMES COMPANY – P. 23
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. We own a
leasehold condominium interest representing approximately 828,000 gross square feet in the building (the “Company
Headquarters”). 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 26, 2021, we had leased approximately 11.5 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.
P. 24 – THE NEW YORK TIMES COMPANY
EXECUTIVE OFFICERS OF THE REGISTRANT
Name
A.G. Sulzberger
Age
41
Employed By
Registrant Since
2009
Meredith Kopit Levien
50
2013
R. Anthony Benten
Diane Brayton
58
53
1989
2004
Roland A. Caputo
61
1986
Jacqueline Welch
52
2021
Recent Position(s) Held as of February 23, 2022
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 2020); Executive
Vice President and Chief Operating Officer (2017 to 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
THE NEW YORK TIMES COMPANY – P. 25
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 17, 2022, was as follows: Class A Common Stock: 4,752;
Class B Common Stock: 25.
In February 2022, the Board of Directors approved a quarterly dividend of $0.09 per share, an increase of $0.02
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 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 2021
—
$
—
—
$
16,236,612
(1) In February 2022, the Board of Directors approved a $150 million Class A stock repurchase program that replaced the previous program,
which was approved in 2015. The new authorization provides that Class A shares may be purchased from time to time as market conditions
warrant, through open market purchases, privately negotiated transactions or other means, including Rule 10b5-1 trading plans. We expect to
repurchase shares primarily to offset the impact of dilution from our equity compensation program, but subject to market conditions and other
factors, we may also make opportunistic repurchases to reduce share count. There is no expiration date with respect to this authorization.
As of December 26, 2021, repurchases under the previous program totaled $84.9 million (excluding commissions). There were no repurchases
under that program between February 2016 and February 2022, when the program was replaced.
P. 26 – THE NEW YORK TIMES COMPANY
PERFORMANCE PRESENTATION
The following graph shows the annual cumulative total stockholder return for the five fiscal years ended
December 26, 2021, on an assumed investment of $100 on December 25, 2016, 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
ITEM 6. [RESERVED]
THE NEW YORK TIMES COMPANY – P. 27
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 26, 2021, and results of
operations for the three years ended December 26, 2021. Please read this item together with our Consolidated
Financial Statements and the related Notes included in this Annual Report. Given the impact of the Covid-19
pandemic on our business in 2020, we believe that certain comparisons of our operating results in 2021 to 2019
provide useful context for our 2021 results. We have included supplemental disclosures and discussion comparing
the operating results in 2021 to the 2019 results. We have omitted discussion of 2019 results where it would be
redundant to the discussion previously included in Part II, Item 7, of our 2020 Annual Report on Form 10-K, filed
with the SEC on February 25, 2021, which is incorporated herein by reference.
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.
Non-Operating Items: The non-operating items section provides a comparison of our non-GAAP financial
measures to the most directly comparable GAAP measures for the two years ended
December 26, 2021.
Liquidity and Capital
Resources:
The liquidity and capital resources section provides a discussion of our cash flows
for the three years ended December 26, 2021, and restricted cash, capital
expenditures and outstanding debt, commitments and contingencies existing as of
December 26, 2021.
PAGE
28
33
42
46
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. On
February 1, 2022, subsequent to our fiscal year end, we completed the acquisition of The Athletic for an all-cash
purchase price of $550 million, subject to customary closing adjustments. The purchase price was financed from cash
on hand. See Note 19 of the Notes to the Consolidated Financial Statements for additional information related to this
acquisition.
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, Audm and Wirecutter products) and single-copy and bulk sales of our print products. Advertising
revenue is derived from the sale of our advertising products and services. Other revenues primarily consist of
revenues from licensing, Wirecutter affiliate referrals, commercial printing, the leasing of floors in the Company
Headquarters, retail commerce, television and film, our student subscription sponsorship program 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 our
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-
P. 28 – THE NEW YORK TIMES COMPANY
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.”
We believe that a number of factors and industry trends have presented, 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.”
2021 Financial Highlights
• In 2021, diluted earnings per share from continuing operations were $1.31, compared with $0.60 for 2020.
Diluted earnings per share from continuing operations excluding severance, non-operating retirement costs
and special items discussed below (or “adjusted diluted earnings per share from continuing operations,” a
non-GAAP measure) were $1.28 for 2021, compared with $0.97 for 2020.
• Operating profit increased 52.1% to $268.0 million in 2021 from $176.3 million in 2020. Operating profit before
depreciation, amortization, severance, multiemployer pension plan withdrawal costs and special items
discussed below (or “adjusted operating profit,” a non-GAAP measure) increased 33.8% to $335.4 million in
2021 from $250.6 million in 2020.
• Total revenues increased 16.3% to $2.07 billion in 2021 from $1.78 billion in 2020.
• Total subscription revenues increased 13.9% to $1.36 billion in 2021 from $1.20 billion in 2020. Paid
digital-only subscriptions totaled approximately 8,005,000 at the end of 2021, a net increase of
1,273,000 compared with the end of 2020. Of the 1,273,000 total net additions, 735,000 came from the
Company’s digital news product, while 538,000 came from the Company’s Cooking, Games, Audm
and Wirecutter (to which a subscription option was launched during the third quarter of 2021)
products (“other digital-only products”). Subscribers totaled approximately 7.6 million.
• Total advertising revenues increased 26.8% to $497.5 million in 2021 from $392.4 million in 2020, due
to an increase of 35.0% in digital advertising revenues and an increase of 15.3% in print advertising
revenues.
• Operating costs increased 12.2% to $1.80 billion in 2021 from $1.61 billion in 2020. Operating costs before
depreciation, amortization, severance and multiemployer pension plan withdrawal costs (or “adjusted
operating costs,” a non-GAAP measure) increased 13.5% to $1.74 billion in 2021 from $1.53 billion in 2020.
Impact of Covid-19 Pandemic
The global Covid-19 pandemic continues to have widespread, rapidly evolving, and unpredictable impacts on
global society, economies, financial markets and business practices. The pandemic, efforts to contain it and the
resulting disruptions have impacted our business in various ways, and there is substantial uncertainty as to the
nature and degree of the continued effects of the pandemic over time.
For example, during 2020, we experienced significant growth in the number of subscriptions to our digital news
and other products, which we believe was attributable in part to an increase in traffic given the news environment
and as a result of the pandemic. The rate of digital subscription growth moderated in 2021, although it was our
second-best year for net subscription additions, and we do not expect the 2020 growth rate to be indicative of results
for future periods. In addition, revenues from the single-copy and bulk sales of our print newspaper (which include
our international edition and collectively represent less than 5% of our total subscription revenues) were adversely
affected as a result of continued increased levels of remote working and reductions in travel.
The worldwide economic slowdown caused by the pandemic led to a significant decline in our advertising
revenues in 2020 as advertisers reduced their spending. While we experienced significantly increased demand for
advertising in 2021, particularly with respect to digital advertising as the broader advertising market recovered, there
is no assurance that this recovery will be sustained, and developments related to the pandemic such as global supply
chain disruptions and labor shortages, among others, could adversely impact our advertising revenues in the future if
our advertisers were to reduce their advertising spend as a result. In addition, the pandemic and attempts to contain
THE NEW YORK TIMES COMPANY – P. 29
it have resulted in the postponement and cancellation of live events, and while this impact moderated in 2021, this
continues to adversely affect our revenues from live events and related services.
In 2020 our expenses in certain areas decreased as a result of the pandemic: the costs to promote our
subscription business, which we refer to as media expenses, decreased as we reduced marketing spend in response to
a heightened news cycle; print production and distribution costs decreased due to lower demand for print newspaper
copies; variable advertising costs were lower; and travel and entertainment costs decreased as a result of the Covid-19
pandemic. In 2021, while print production and distribution costs continued to be lower due to lower demand for print
newspaper copies, media expenses were higher than both 2020 and 2019, as further described below, and variable
advertising costs and travel and entertainment costs increased when compared with 2020, although they remained
below 2019 levels. We have invested and expect to continue to invest in our Company Headquarters and other offices
as well as technological improvements as we transition to hybrid work with employees working both from the office
and remotely.
At this time, the full impact that the Covid-19 pandemic will have on our business, operations and financial
results is uncertain. The extent to which the pandemic will continue to impact us will depend on numerous evolving
factors and future developments, including the extent of variants and resurgences; the effect of ongoing vaccination
and mitigation efforts; the impact of the pandemic on economic conditions and the companies with which we do
business, including our advertisers; governmental, business and other actions; the status of travel restrictions; and
changes in consumer behavior in response to the pandemic, 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
We are in the middle of a decades-long global shift in consumption from traditional media — such as print
newspapers — to digital, as well as what we believe to be an overall growth in consumer demand for quality news
and information. We have designed our strategy to take advantage of both the challenges and opportunities
presented by this period of transformation in our industry.
In early 2019, we set a goal of reaching 10 million subscriptions by 2025. We ended 2021 with approximately 7.6
million paid subscribers with approximately 8.8 million subscriptions, and with the acquisition of The Athletic in
February 2022, we met this target three years early. Even without The Athletic, we believe we would have reached 10
million subscriptions far sooner than we originally anticipated.
Our latest audience research suggests that there are at least 135 million adults worldwide who are willing to
pay for one or more subscriptions to English-language news, sports coverage, puzzles, recipes, expert shopping
advice or podcasting. Our current aim is to reach 15 million total subscribers by year-end 2027, up from
approximately 7.6 million at the end of 2021. Since many people purchase subscriptions to multiple New York Times
products, this new goal shifts the emphasis from counting total subscriptions to focusing on the growth and value of
individual subscribers.
We believe that focusing on the following priorities will enable us to become an essential subscription for our
addressable market, put us on track to achieve our 15 million subscriber goal and drive long-term, profitable growth
for the Company and our shareholders.
Producing the best journalism
We believe that The Times’s original, independent and high-quality reporting, storytelling and journalistic
excellence across topics and formats set us apart from others and is at the heart of what makes our journalism worth
paying for. We expect to extend our news lead by focusing on four major areas — providing expert beat reporting on
a broad array of important subjects, covering breaking news, producing signature journalism projects and excelling at
ideas-based commentary and criticism.
The impact of our journalism and its breadth were evident as 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, the intersection of race and culture in America, and the varied effects of climate change. Our
ground-breaking coverage continues to be recognized, including in the 132 Pulitzer Prizes The Times has received —
more than any other news organization.
P. 30 – THE NEW YORK TIMES COMPANY
While general interest news is and will remain our primary value proposition, we are building leadership
positions in a handful of areas that occupy a prominent place in global culture alongside general interest news —
including sports fandom, puzzle gaming, cooking guidance and expert shopping guidance.
In 2022, we plan to continue making significant investments in our journalism and remain committed to
providing a multimedia report of deep breadth, authority, creativity and excellence, produced with a focus on
independence and integrity.
Growing engagement with our products
We will continue to focus on reaching a large non-paying audience while also creating a subscription
experience so good at building valuable daily news and information habits that it draws people into lifelong
relationships worth paying for. A central part of this approach will be offering a single, high-value New York Times
subscription — or bundle — of interconnected products to our digital subscribers. To attract the widest audience, we
offer subscriptions to each of our products on a standalone basis. But we believe that by focusing on the bundle, we
are providing the most value to our customers, and in-turn, the best opportunity to monetize the full scale of our
platform.
Within news, we have invested in bringing readers back to our site and exposing them to more of our offerings.
For example, the innovation in our live briefings has kept users aware of the latest developments across important
storylines; our growing suite of email newsletters now reaches the inboxes of more than 15 million global users and
plays an increasingly central role in engaging potential subscribers; and our newsletters and news website and mobile
app help surface the best recipes, games and product recommendations.
We plan to invest more in content and product development across news and in Games and Cooking; to
continue exploring new opportunities for Wirecutter as a subscription product; to develop new audio programming
and experiment in audio product; to test the concept of an app for children; and to help The Athletic reach more
sports fans and grow its subscriber base. 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 ended 2021 with approximately 7.6 million paid subscribers with approximately 8.8 million subscriptions to
our news and other products. Our approximately 1.273 million digital subscription net additions in 2021 were our
second-highest annual total and 23% higher than 2019. We also reached significant milestones with our non-news
subscription products, Games and Cooking, when each crossed one million subscriptions just before year end, the
result of strong audience demand and product innovations like the addition of the Spelling Bee word puzzle to our
Games product. We also gained efficiencies by applying learnings from our core news product, including customer
journey enhancements and promotional pricing, and expanded subscriptions to our other non-news products, by
launching paid subscriptions to Wirecutter in the third quarter of 2021.
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. In a recovering market, we continued to innovate advertising offerings that integrate
well with the user experience, including solutions that use proprietary first-party data — rather than third-party data
— to generate predictive insights and help inform our clients’ advertising strategies while leveraging our audiences in
privacy-forward ways, as well as our audio advertising offerings. We expect each will continue to play critical roles in
the growth of our digital advertising business.
Looking ahead, we plan to continue to invest in our journalism and digital product experience, with an
increasing emphasis on growing total unique subscribers through a single New York Times bundle of interconnected
products. At the same time, we believe we can apply disciplined cost-management to fund continued investment in
our business and support long-term profitable growth. Given that our investments in our journalism and digital
product experience have yielded strong organic subscriber growth, we expect that we’ll be able to improve the overall
efficiency of our marketing spend for our core products. We also believe we can continue to maximize 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. Over
the past five years, we have invested substantially in our digital product experience as well as in the back-end
THE NEW YORK TIMES COMPANY – P. 31
technology and underlying capabilities that allow users to seamlessly move among various devices and products. In
2022, we plan to continue investing in these areas, with a focus on strengthening our data management infrastructure,
creating platforms that power our multi-product subscription bundle, and advancing machine learning applications
across our business. Over time, we believe we will see further benefits from these investments as they help us better
engage, habituate, convert and retain more subscribers.
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, we are focused on building a more
diverse, equitable and inclusive workplace; developing and promoting our talent; providing equitable and
competitive compensation and benefits; and supporting the health, safety and well-being of our employees.
Effectively managing our liquidity and our non-operating costs
Throughout 2021 we continued to strengthen our liquidity position and further de-leverage and de-risk our
balance sheet. As of December 26, 2021, the Company had cash, cash equivalents and marketable securities of
approximately $1.1 billion and was debt-free. On February 1, 2022, we used approximately $550 million of this cash to
fund the acquisition of The Athletic (see Note 19 of the Notes to the Consolidated Financial Statements for additional
information related to this acquisition).
We have paid quarterly dividends on the Class A and Class B Common Stock since late 2013. In February 2022,
the Board of Directors approved a quarterly dividend of $0.09 per share, an increase of $0.02 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.
In February 2022, the Board of Directors approved a $150.0 million Class A stock repurchase program that
replaced the previous program, which was approved in 2015. The new authorization provides that Class A shares
may be purchased from time to time as market conditions warrant, through open market purchases, privately
negotiated transactions or other means, including Rule 10b5-1 trading plans. We expect to repurchase shares
primarily to offset the impact of dilution from our equity compensation program, but subject to market conditions
and other factors, we may also make opportunistic repurchases to reduce share count. There is no expiration date
with respect to this authorization.
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 26, 2021, our qualified pension plans had plan assets that were approximately $74 million
above the present value of future benefits obligations, compared with a surplus of approximately $36 million as of
December 27, 2020. We made contributions of approximately $9 million and $10 million to certain qualified pension
plans in 2021 and 2020, respectively. We expect to make contributions in 2022 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. We may also incur additional
withdrawal obligations due to the poor funded status of several of the multiemployer plans in which we participate.
P. 32 – THE NEW YORK TIMES COMPANY
RESULTS OF OPERATIONS
Overview
Fiscal years 2021, 2020 and 2019 each comprised 52 weeks. The following table presents our consolidated
financial results:
(In thousands)
Revenues
Digital
Print
Subscription revenues
Digital
Print
Advertising revenues
Other
Total revenues
Operating costs
Years Ended
% Change
December 26,
2021
December 27,
2020
December 29,
2019
2021 vs.
2020
2021 vs.
2019
$
773,882
$
598,280
$
460,452
588,233
1,362,115
308,616
188,920
497,536
215,226
597,088
623,399
1,195,368
1,083,851
228,594
163,826
392,420
195,851
260,454
270,224
530,678
197,655
2,074,877
1,783,639
1,812,184
Cost of revenue (excluding depreciation and
amortization)
Sales and marketing
Product development
General and administrative
Depreciation and amortization
Total operating costs
Lease termination charge
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
1,039,568
294,947
160,871
250,124
57,502
1,803,012
3,831
—
—
268,034
10,478
—
32,945
290,501
70,530
219,971
959,312
228,993
133,384
223,558
62,136
988,159
272,626
106,415
206,778
60,661
1,607,383
1,634,639
—
—
—
—
4,008
(2,045)
176,256
175,582
89,154
5,000
23,330
115,432
14,595
100,837
7,302
—
(3,820)
164,460
24,494
139,966
Net income attributable to the noncontrolling
interest
Net income attributable to The New York Times
Company common stockholders
$
—
(734)
—
219,971
$
100,103
$
139,966
* Represents a change equal to or in excess of 100% or one that is not meaningful.
29.4
(1.5)
13.9
35.0
15.3
26.8
9.9
16.3
8.4
28.8
20.6
11.9
(7.5)
12.2
*
—
—
52.1
(88.2)
*
41.2
*
*
*
*
*
68.1
(5.6)
25.7
18.5
(30.1)
(6.2)
8.9
14.5
5.2
8.2
51.2
21.0
(5.2)
10.3
*
*
*
52.7
43.5
—
*
76.6
*
57.2
—
57.2
THE NEW YORK TIMES COMPANY – P. 33
Revenues
Subscription, advertising and other revenues were as follows:
(In thousands)
Subscription
Advertising
Other
Total
Subscription Revenues
Years Ended
% Change
December 26,
2021
December 27,
2020
December 29,
2019
2021 vs.
2020
2021 vs.
2019
$
1,362,115
$
1,195,368
$
1,083,851
497,536
215,226
392,420
195,851
530,678
197,655
$
2,074,877
$
1,783,639
$
1,812,184
13.9
26.8
9.9
16.3
25.7
(6.2)
8.9
14.5
Subscription revenues consist of revenues from subscriptions to our digital and print products (which include
our news product, as well as our other digital-only products), and single-copy and bulk sales of our print products
(which represent less than 5% 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 26, 2021,
December 27, 2020 and December 29, 2019:
(In thousands)
Digital-only subscription revenues:
Years Ended
% Change
December 26,
2021
December 27,
2020
December 29,
2019
2021 vs.
2020
2021 vs.
2019
News product subscription revenues(1)
$
693,994
$
543,578
$
426,125
Other product subscription revenues(2)
79,888
54,702
34,327
Subtotal digital-only subscriptions
773,882
598,280
460,452
27.7
46.0
29.4
Print subscription revenues
Domestic home delivery subscription revenues(3)
Single-copy, NYT International and other
subscription revenues(4)
Subtotal print subscription revenues
529,039
528,970
524,543
—
59,194
588,233
68,118
597,088
98,856
623,399
(13.1)
(1.5)
13.9
Total subscription revenues
$
1,362,115
$
1,195,368
$
1,083,851
(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 Wirecutter products are also included in this category.
(2) Includes revenues from standalone subscriptions to the Company’s other digital-only products. During the third quarter of 2021, the Company
launched a Wirecutter subscription option.
(3) Includes access to digital news, Games, Cooking and Wirecutter products.
(4) NYT International is the international edition of our print newspaper.
P. 34 – THE NEW YORK TIMES COMPANY
62.9
132.7
68.1
0.9
(40.1)
(5.6)
25.7
The following table summarizes digital and print subscriptions as of December 26, 2021, and December 27,
2020:
(In thousands)
Digital-only subscriptions:
News product subscriptions(1)(2)
Other product subscriptions(3)
Subtotal digital-only subscriptions
Print subscriptions
Total subscriptions
As of
% Change
December 26,
2021
December 27,
2020
2021 vs.
2020
5,867
2,138
8,005
784
8,789
5,132
1,600
6,732
833
7,565
14.3
33.6
18.9
(5.9)
16.2
(1) Includes subscriptions to the Company’s news product. News product subscription packages that include access to the Company’s Games,
Cooking and Wirecutter products are also included in this category.
(2) The number of paid digital-only subscriptions includes estimated group corporate and group education subscriptions (which collectively
represent approximately 5% of total paid digital subscriptions to our news products in 2021). We calculate this estimate 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. In the fourth quarter of 2021, we updated the discounted subscription rate used in order to bring it in line
with our current digital subscription pricing model. For comparison purposes, we recast news product subscriptions in prior periods using the
updated methodology, and this resulted in approximately 42,000 additional group corporate and group education subscriptions in the fourth
quarter of 2020. There is no impact to subscription revenue as a result of this change.
(3) Includes standalone subscriptions to the Company’s other digital-only products.
THE NEW YORK TIMES COMPANY – P. 35
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.
(1) Amounts may not add due to rounding.
(2) Includes access to some of the Company’s 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.
P. 36 – THE NEW YORK TIMES COMPANY
As of the Period EndSubscriptions (1)(millions)1.51.71.92.12.32.83.64.25.37.68.81.11.11.11.11.01.01.0.9.9.8.8.4.6.8.91.11.62.22.73.45.15.9.1.2.2.4.61.01.62.1Print-based bundles (2)Digital-only NewsDigital-only Other20112012201320142015201620172018201920202021PeriodSubscription Revenues (1)($ millions)7067958248408528791,0081,0421,0841,1951,362486513521527526526552533525529529173168152141127121116109996859471141511691932233263784265446943691422345480Print-based bundles (2)Print Other (3)Digital-only NewsDigital-only Other20112012201320142015201620172018201920202021 2021 Compared with 2020
Subscription revenues increased 13.9% in 2021 compared with 2020. The increase was primarily due to an
increase in digital subscription revenue driven by year-over-year growth of 18.9% in the number of subscriptions to
the Company’s digital-only products, as well as digital subscriptions graduating to higher prices from introductory
promotional pricing. The increase in digital-only subscription revenue was partially offset by a decrease in print
subscription revenue attributable to lower single-copy and bulk sales, primarily as a result of increased levels of
remote working and reductions in travel due to the Covid-19 pandemic as well as ongoing secular trends. Print
domestic home delivery revenues were flat as decreases in the number of subscriptions were offset by price increases.
Paid digital-only subscriptions totaled approximately 8,005,000 at the end of 2021, a net increase of 1,273,000
subscriptions compared with the end of 2020. The year-over-year growth in our digital subscriptions is attributable in
part to initiatives we have undertaken to drive subscriptions, including adjustments to our access model.
Digital-only news product subscriptions totaled approximately 5,867,000 at the end of 2021, a net increase of
735,000 subscriptions compared with the end of 2020. Other digital-only product subscriptions totaled approximately
2,138,000 at the end of 2021, a net increase of 538,000 subscriptions compared with the end of 2020.
Print domestic home delivery subscriptions totaled approximately 784,000 at the end of 2021, a net decrease of
49,000 subscriptions compared with the end of 2020. The year-over-year decrease is a result of secular declines.
2021 Compared with 2019
Subscription revenues increased 25.7% in 2021 compared with 2019. The increase was primarily due to growth
in the number of subscriptions to the Company’s digital-only products. These increases were partially offset by a
36.8% and 53.7% decrease in print subscription revenue from single-copy and bulk sales and international edition of
our newspaper, respectively, as a result of increased levels of remote working and reductions in travel due to the
Covid-19 pandemic as well as secular trends.
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 ads, 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 or column inches), 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. Our digital advertising
offerings include solutions that use proprietary first-party data — rather than third-party data — to generate
predictive insights and help inform our clients’ advertising strategies while leveraging our audiences in privacy-
forward ways. Other digital advertising includes advertising revenues generated by open-market programmatic
advertising, creative services fees associated with branded content, advertisements appearing on our Wirecutter
product and classified advertising. Print advertising includes revenue from column-inch ads and classified
advertising, as well as preprinted advertising, also known as freestanding inserts.
THE NEW YORK TIMES COMPANY – P. 37
The following table summarizes digital and print advertising revenues for the years ended December 26, 2021,
December 27, 2020 and December 29, 2019:
(In thousands)
Advertising revenues
Digital
Print
Total advertising
2021 Compared with 2020
Years Ended
% Change
December 26,
2021
December 27,
2020
December 29,
2019
2021 vs.
2020
2021 vs.
2019
$
$
308,616 $
228,594 $
188,920
163,826
497,536 $
392,420 $
260,454
270,224
530,678
35.0 %
15.3 %
26.8 %
18.5 %
(30.1) %
(6.2) %
Digital advertising revenues, which represented 62.0% of total advertising revenues in 2021, increased $80.0
million, or 35.0%, to $308.6 million, compared with $228.6 million in 2020. The increase was primarily driven by
higher direct-sold advertising, including traditional display and podcasts, as well as the impact of the comparison to
weak digital advertising revenues in 2020 caused by reduced advertiser spending during the earlier stages of the
Covid-19 pandemic. Core digital advertising revenue increased $77.4 million due to growth in direct-sold display
advertising revenue and podcast advertising revenues. Direct-sold display impressions increased 27%, while the
average rate grew 18%. Other digital advertising revenue increased $2.6 million, primarily due to a 30% increase in
creative services fees, partially offset by a 8.4% decrease in open-market programmatic advertising revenue.
Programmatic impressions decreased by 44%, offsetting the average rate increase of 59%.
Print advertising revenues, which represented 38.0% of total advertising revenues in 2021, increased $25.1
million, or 15.3%, to $188.9 million in 2021 compared with $163.8 million in 2020. The increase was primarily in the
luxury and media categories, and was partially offset by declines in the financial services category, as well as secular
trends.
2021 Compared with 2019
Digital advertising revenues increased $48.2 million, or 18.5%, to $308.6 million in 2021 compared with $260.5
million in 2019. The increase was primarily driven by higher direct-sold advertising, including traditional display and
podcasts. Core digital advertising revenue increased $71.7 million due to growth in direct-sold display advertising
revenue and podcast advertising revenues. Direct-sold display impressions increased 8%, while the average rate grew
23%. Other digital advertising revenue decreased $23.5 million, primarily due to the closure of our HelloSociety and
Fake Love digital marketing agencies.
Print advertising revenues declined $81.3 million, or 30.1%, to $188.9 million in 2021 compared with $270.2
million in 2019. The decline reflected reduced spending on print advertising by businesses negatively impacted by the
Covid-19 pandemic as well as continued secular trends.
P. 38 – THE NEW YORK TIMES COMPANY
Other Revenues
Other revenues primarily consist of revenues from licensing, Wirecutter affiliate referrals, commercial printing,
the leasing of floors in the Company Headquarters, retail commerce, television and film, our student subscription
sponsorship program and our live events business. Digital other revenues, which consist primarily of Wirecutter
affiliate referral revenue, digital licensing revenue, and television and film revenue, totaled $111.4 million, $101.0
million and $79.8 million in 2021, 2020 and 2019, respectively. Building rental revenue consists of revenue from the
leasing of floors in our Company Headquarters, which totaled $22.9 million, $28.5 million and $30.6 million in 2021,
2020 and 2019, respectively.
2021 Compared with 2020
Other revenues increased 9.9% in 2021 compared with 2020, primarily as a result of higher Wirecutter affiliate
referral revenues mainly due to Wirecutter’s presence on our core news website (NYTimes.com) homepage resulting
in increased views, higher licensing revenue as well as higher commercial printing revenue resulting from our
beginning to print several News Corporation publications in our College Point, N.Y., printing and distribution facility
in mid-2021, partially offset by volume declines from other publications. These increases were partially offset by
lower television series revenues as a result of fewer episodes in 2021 compared to 2020.
2021 Compared with 2019
Other revenues increased 8.9% in 2021 compared with 2019, primarily as a result of higher Wirecutter affiliate
referral revenues mainly due to Wirecutter’s presence on our core news website (NYTimes.com) homepage resulting
in increased views and licensing revenue primarily related to Facebook News, to which the Company licenses select
content for access by its users, partially offset by lower revenues from our television series as a result of fewer
episodes in 2021 compared to 2019 and live events, which were impacted by the Covid-19 pandemic.
THE NEW YORK TIMES COMPANY – P. 39
Operating Costs
Operating costs were as follows:
(In thousands)
Operating costs:
Years Ended
% Change
December 26,
2021
December 27,
2020
December 29,
2019
2021 vs.
2020
2021 vs.
2019
Cost of revenue (excluding depreciation and
amortization)
$
1,039,568
$
959,312
$
988,159
Sales and marketing
Product development
General and administrative
Depreciation and amortization
294,947
160,871
250,124
57,502
228,993
133,384
223,558
62,136
272,626
106,415
206,778
60,661
Total operating costs
$
1,803,012
$
1,607,383
$
1,634,639
The components of operating costs as a percentage of total operating costs were as follows:
8.4
28.8
20.6
11.9
(7.5)
12.2
5.2
8.2
51.2
21.0
(5.2)
10.3
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 26,
2021
December 27,
2020
December 29,
2019
58 %
16 %
9 %
14 %
3 %
60 %
14 %
8 %
14 %
4 %
60 %
17 %
7 %
13 %
3 %
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 26,
2021
December 27,
2020
December 29,
2019
50 %
14 %
8 %
12 %
3 %
87 %
54 %
13 %
7 %
13 %
3 %
90 %
55 %
15 %
6 %
11 %
3 %
90 %
P. 40 – THE NEW YORK TIMES COMPANY
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 that infrastructure.
2021 Compared with 2020
Cost of revenue increased in 2021 by $80.3 million, or 8.4%, compared with 2020, largely due to higher
journalism costs of $58.3 million, higher subscriber servicing costs of $15.6 million, higher advertising servicing costs
of $9.5 million, and higher digital content delivery costs of $4.5 million, partially offset by a $7.6 million decrease in
print production and distribution costs. The increase in journalism costs was largely driven by growth in the number
of employees who work in the newsroom and on our Games, Cooking and audio products, a higher incentive
compensation accrual and costs in connection with the production of audio content. The increase in subscriber
servicing costs was primarily due to higher credit card processing fees and third-party commissions due to increased
subscriptions. Advertising servicing costs increased as a result of costs to produce higher creative services revenues.
Digital content delivery costs increased due to higher cloud storage costs and a higher incentive compensation
accrual. The decrease in print production and distribution costs was largely due to lower distribution costs and
outside printing costs.
2021 Compared with 2019
Cost of revenue increased in 2021 by $51.4 million, or 5.2%, compared with 2019, largely due to higher
journalism costs of $83.0 million, higher subscriber servicing costs of $27.4 million, and higher digital content delivery
costs of $20.7 million. The increases were partially offset by lower print production and distribution costs of $61.0
million and lower advertising servicing costs of $18.7 million. The increase in journalism costs was largely driven by
growth in the number of employees who work in the newsroom and on our Games, Cooking and audio products, and
a higher incentive compensation accrual. The increase in subscriber servicing costs was primarily due to higher credit
card processing fees and third-party commissions due to increased subscriptions. Digital content delivery costs
increased due to higher cloud storage costs and growth in the number of employees. The decrease in print production
and distribution costs was largely due to lower newsprint consumption and pricing, as well as lower distribution
costs, primarily due to copy declines, and outside printing costs. Advertising servicing costs decreased primarily as a
result of the closure of our HelloSociety and Fake Love digital marketing agencies as well as fewer live events.
Sales and Marketing
Sales and marketing includes costs related to the Company’s marketing efforts as well as advertising sales costs.
2021 Compared with 2020
Sales and marketing costs increased in 2021 by $66.0 million, or 28.8%, compared with 2020, primarily due to
higher media expenses.
Media expenses, a component of sales and marketing costs that represents the cost to promote our subscription
business, increased to $187.3 million in 2021 from $129.6 million in 2020. The increase is primarily from subscription-
related media expenses as we were able to profitably scale media spend as a result of strong demand for news and
success in converting readers to subscribers, as well as higher brand marketing expenses. The Company had reduced
its marketing expense in 2020 during the earlier stages of the Covid-19 pandemic.
2021 Compared with 2019
Sales and marketing costs increased in 2021 by $22.3 million, or 8.2%, compared with 2019, primarily a result of
higher media expenses and the growth in the number of marketing employees, partially offset by the closure of our
HelloSociety and Fake Love digital marketing agencies, as well as lower travel costs due to the ongoing pandemic.
Media expenses increased to $187.3 million in 2021 from $156.9 million in 2019. The increase is primarily from
subscription-related media expenses as we were able to profitably scale media spend as a result of strong demand for
news and success in converting readers to subscribers, as well as higher brand marketing expenses.
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.
THE NEW YORK TIMES COMPANY – P. 41
2021 Compared with 2020
Product development costs increased in 2021 by $27.5 million, or 20.6%, compared with 2020, largely due to
growth in the number of digital product development employees in connection with digital subscription strategic
initiatives as well as a higher incentive compensation accrual.
2021 Compared with 2019
Product development costs increased in 2021 by $54.5 million, or 51.2%, compared with 2019, largely due to
growth in the number of digital product development employees to support our digital subscription strategic
initiatives as well as a higher incentive compensation accrual.
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.
2021 Compared with 2020
General and administrative costs increased in 2021 by $26.6 million, or 11.9%, compared with 2020, primarily as
a result of higher incentive compensation accrual, growth in the number of employees and higher consulting costs.
2021 Compared with 2019
General and administrative costs increased in 2021 by $43.3 million, or 21.0%, compared with 2019, primarily
due to higher incentive compensation accrual, growth in the number of employees, mainly in the enterprise
technology and human resources departments in support of employee growth in other areas, and higher consulting
costs.
Depreciation and Amortization
2021 Compared with 2020
Depreciation and amortization costs decreased $4.6 million, or 7.5%, in 2021 compared with 2020, primarily due
to lower depreciation of software assets.
2021 Compared with 2019
Depreciation and amortization costs decreased $3.2 million, or 5.2%, in 2021 compared with 2019 due to lower
depreciation of software assets, partially offset by equipment and building projects that were placed in service.
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 Income/(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 Notes 9 and 10 of the Notes to the Consolidated Financial Statements for information regarding other
components of net periodic benefit costs.
P. 42 – THE NEW YORK TIMES COMPANY
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 as a percentage of revenues, adjusted operating profit
margin); and
• operating costs before depreciation, amortization, severance and multiemployer pension plan withdrawal
costs (or adjusted operating costs).
The special items in 2021 consisted of:
• a $27.2 million gain ($19.8 million after tax or $0.12 per share) related to a non-marketable equity investment
transaction. The gain consists of a $15.2 million realized gain due to the partial sale of the investment and an
$11.9 million unrealized gain due to the mark to market of the remaining investment, and is included in
Interest income and other, net in our Condensed Consolidated Statements of Operations; and
• a $3.8 million charge ($2.8 million or $0.02 per share after tax) resulting from the termination of a tenant’s
lease in the Company Headquarters.
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 consists 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 Paper Industries (“Madison”),
in which the Company has an investment through a subsidiary; and
• $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 from continuing operations 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 (and adjusted operating profit
margin) 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.
THE NEW YORK TIMES COMPANY – P. 43
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.
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
$
1.31
$
0.60
*
Years Ended
% Change
December 26,
2021
December 27,
2020
2021 vs.
2020
Add:
Severance
Non-operating retirement costs:
Multiemployer pension plan withdrawal costs
Other components of net periodic benefit costs
Special items:
Gain from non-marketable equity security
Lease termination charge
Gain from joint venture, net of noncontrolling interest
Pension settlement charge
Income tax expense/(benefit) of adjustments
0.01
0.03
0.06
(0.16)
0.02
—
—
0.01
0.04
(75.0) %
0.03
0.05
(0.06)
—
(0.03)
0.48
(0.14)
—
20.0 %
*
*
*
*
*
Adjusted diluted earnings per share from continuing operations (1)
$
1.28
$
0.97
32.0 %
* Represents a change equal to or in excess of 100% or one that is not meaningful.
(1) Amounts may not add due to rounding.
P. 44 – THE NEW YORK TIMES COMPANY
Reconciliation of operating profit before depreciation and amortization, severance, multiemployer pension plan withdrawal costs and
special items (or adjusted operating profit) and of adjusted operating profit margin
(In thousands)
Operating profit
Add:
Years Ended
% Change
December 26,
2021
December 27,
2020
December 29,
2019
2021 vs.
2020
2021 vs.
2019
$
268,034
$
176,256
$
175,582
52.1 %
52.7 %
Depreciation and amortization
57,502
62,136
60,661
(7.5) %
(5.2) %
Severance
Multiemployer pension plan withdrawal costs
Special items:
Lease termination charge
Restructuring charge
Gain from pension liability adjustment
882
5,150
3,831
—
—
6,675
5,550
—
—
—
3,979
6,183
—
4,008
(2,045)
(86.8) %
(77.8) %
(7.2) %
(16.7) %
*
—
—
*
*
*
Adjusted operating profit
$
335,399
$
250,617
$
248,368
33.8 %
35.0 %
Divided by:
Revenue
2,074,877
1,783,639
1,812,184
16.3 %
14.5 %
Adjusted operating profit margin
16.2 %
14.1 %
13.7 %
210 bps
250 bps
* 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:
Years Ended
% Change
December 26,
2021
December 27,
2020
December 29,
2019
2021 vs.
2020
2021 vs.
2019
$
1,803,012
$
1,607,383
$
1,634,639
12.2 %
10.3 %
Depreciation and amortization
57,502
62,136
60,661
(7.5) %
(5.2) %
Severance
Multiemployer pension plan withdrawal costs
882
5,150
6,675
5,550
3,979
6,183
(86.8) %
(77.8) %
(7.2) %
(16.7) %
Adjusted operating costs
$
1,739,478
$ 1,533,022
$
1,563,816
13.5 %
11.2 %
THE NEW YORK TIMES COMPANY – P. 45
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 cash and cash equivalents and marketable securities (1)
Total New York Times Company stockholders’ equity
Ratios:
December 26,
2021
December 27,
2020
2021 vs. 2020
% Change
$
319,973
$
286,079
754,455
595,911
1,074,428
881,990
1,538,720
1,325,517
11.8
26.6
21.8
16.1
Current assets to current liabilities
1.70
1.72
(1) Approximately $550.0 million of cash and marketable securities were used in February 2022 to fund the purchase price of The Athletic (refer to
commentary below).
Our primary sources of cash from operations were revenues from subscription and advertising sales.
Subscription and advertising revenues provided about 66% and 24%, respectively, of total revenues in 2021. The
remaining cash inflows were primarily from other revenue sources such as licensing, Wirecutter affiliate referrals,
commercial printing, the leasing of floors in the Company Headquarters, retail commerce, television and film, our
student subscription sponsorship program and our live events business.
Our primary uses of cash 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 and beyond.
We have continued to strengthen our liquidity position and our debt profile. As of December 26, 2021, we had
cash and cash equivalents and marketable securities of $1.07 billion, and approximately $250 million in available
borrowings and no amounts outstanding under the Credit Facility. Our cash and cash equivalents and marketable
securities balances increased in 2021, primarily due to cash proceeds from operating activities and proceeds from the
sale of non-marketable equity securities, partially offset by cash used for dividend payments, capital expenditures,
and taxes paid on behalf of employees resulting from share-based compensation tax withholding. Approximately
$550.0 million of cash and marketable securities were used in February 2022 to fund the purchase price of The
Athletic (see Note 19 of the Notes to the Consolidated Financial Statements for additional information related to this
acquisition).
We have paid quarterly dividends on the Class A and Class B Common Stock since late 2013. In February 2022,
the Board of Directors approved a quarterly dividend of $0.09 per share, an increase of $0.02 per share from the
previous quarter (see Note 19 of the Notes to the Consolidated Financial Statements for additional information). 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 2021, we made contributions of $9.2 million to certain qualified pension plans funded by cash on hand.
As of December 26, 2021, our qualified pension plans had plan assets that were $74.3 million above the present value
of future benefits obligations, an improvement of $38.1 million from the surplus of $36.2 million as of December 27,
2020. We expect contributions made to satisfy minimum funding requirements to total approximately $10
million in 2022. 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.
P. 46 – THE NEW YORK TIMES COMPANY
In February 2022, the Board of Directors approved a $150.0 million Class A stock repurchase program that
replaced the previous program, which was approved in 2015. The new authorization provides that Class A shares
may be purchased from time to time as market conditions warrant, through open market purchases, privately
negotiated transactions or other means, including Rule 10b5-1 trading plans. We expect to repurchase shares
primarily to offset the impact of dilution from our equity compensation program, but subject to market conditions
and other factors, we may also make opportunistic repurchases to reduce share count. There is no expiration date
with respect to this authorization. As of February 22, 2022, we repurchased 550,000 shares for approximately $23
million under the new authorization.
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
Operating Activities
Years Ended
% Change
December 26,
2021
December 27,
2020
2021 vs. 2020
$
$
$
269,098
$
297,933
(180,807) $
(199,080)
(54,947) $
(44,973)
(9.7)
(9.2)
22.2
Cash from operating activities is generated by cash receipts from subscriptions, advertising sales and other
revenue. Operating cash outflows include payments for employee compensation, retirement and other benefits, raw
materials, marketing expenses, interest and income taxes.
Net cash provided by operating activities decreased in 2021 compared with 2020 due to lower cash collections
from accounts receivable and lower cash payments received from prepaid subscriptions, partially offset by higher net
income adjusted for non-cash items and lower cash payments made to settle accounts payable, accrued payroll and
other 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 2021 was primarily related to $170.0 million in net purchases of
marketable securities and $34.6 million in capital expenditures payments, partially offset by $20.1 million in cash
proceeds related to the sale of a non-marketable equity investment.
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 2021 was primarily related to dividend payments of $45.3 million and
share-based compensation tax withholding payments of $11.2 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 $14.3 million of restricted cash as of December 26, 2021, and $15.9 million as of
December 27, 2020, substantially all of which is set aside to collateralize workers’ compensation obligations.
THE NEW YORK TIMES COMPANY – P. 47
Capital Expenditures
Capital expenditures totaled approximately $35 million and $30 million in 2021 and 2020, respectively. The
increase in capital expenditures was primarily driven by improvements at our Company Headquarters and
newsroom bureaus, partially offset by lower expenditures related to improvements at our College Point, N.Y,
printing and distribution facility. The improvements in our Company Headquarters are intended to address growth
in the number of employees and to enhance technologies that support our transition to hybrid work with employees
working both from the office and remotely. The cash payments related to the capital expenditures totaled
approximately $35 million and $34 million in 2021 and 2020, respectively, due to the timing of the payments. In 2022,
we expect capital expenditures of approximately $50 million, which will be funded from cash on hand. The capital
expenditures will be primarily driven by improvements in our Company Headquarters, investments in technology to
support our strategic initiatives and expenditures related to our College Point, N.Y., printing and distribution facility.
Acquisition of The Athletic Media Company
On February 1, 2022, we completed the acquisition of The Athletic Media Company, a global digital
subscription-based sports media business that provides national and local coverage of more than 200 clubs and teams
in the U.S. and around the world, for an all-cash purchase price of $550 million, subject to customary closing
adjustments (see Note 19 of the Notes to the Consolidated Financial Statements for additional information related to
this acquisition). The purchase price was funded from cash on hand.
Third-Party Financing
As of December 26, 2021, there were no outstanding borrowings under the Credit Facility and the Company
was in compliance with the financial covenants contained in the Credit Facility. See Note 7 for information regarding
the Credit Facility.
P. 48 – THE NEW YORK TIMES COMPANY
Contractual Obligations
The information provided is based on management’s best estimate and assumptions of our contractual
obligations as of December 26, 2021. 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
2022
2023-2024
2025-2026
Later Years
85,943
353,040
11,170
50,352
19,705
88,632
16,395
79,043
38,673
135,013
$
438,983
$
61,522
$
108,337
$
95,438
$
173,686
(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 and Guild contracts. 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 2027-2031. 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 2031, 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 $21.1 million as of December 26, 2021.
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 $7 million, including approximately $1 million of
accrued interest as of December 26, 2021. 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 $7.5 million as of December 26,
2021, 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 8 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
CRITICAL ACCOUNTING ESTIMATES
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 estimates include our accounting for goodwill and intangibles, retirement benefits and
revenue recognition. Specific risks related to our critical accounting estimates are discussed below. For a description
of our related accounting policies, refer to Note 2 of the Notes to the Consolidated Financial Statements.
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.
(In thousands)
Goodwill
Intangibles
Total assets
Percentage of goodwill and intangibles to total assets
December 26,
2021
December 27,
2020
$
$
166,360
14,246
$
$
171,657
16,298
$ 2,564,108
$ 2,307,689
7 %
8 %
The impairment analysis is considered critical because of the significance of goodwill and intangibles to our
Consolidated Balance Sheets.
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.
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.
We test intangible assets that are not amortized (i.e., trade names) for impairment at the asset level. We first
perform a qualitative assessment to determine whether it is more likely than not that the fair value of the asset is less
than its carrying value. If we determine that it is more likely than not that the intangible asset is impaired, we perform
a quantitative assessment 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.
P. 50 – THE NEW YORK TIMES COMPANY
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.
For the 2021 annual impairment testing, based on our qualitative assessment, we concluded that goodwill and
intangible assets are 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.
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. 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 26,
2021
December 27,
2020
$
363,445
$ 1,023,383
$
$
397,918
979,578
Percentage of pension and other postretirement liabilities to total liabilities
35.5 %
40.6 %
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 26, 2021, is as follows:
(In thousands)
Pension obligation
Fair value of plan assets
Pension asset/obligation, net
December 26, 2021
Qualified
Plans
Non-Qualified
Plans
All Plans
$
1,475,764
$
239,190
$
1,714,954
1,550,078
—
1,550,078
$
74,314
$
(239,190) $
(164,876)
We made contributions of approximately $9 million to the APP in 2021. We expect contributions made to satisfy
minimum funding requirements to total approximately $10 million in 2022.
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 3.75% at the beginning of 2021. Our plan assets had an average rate of
return of approximately 1.91% in 2021 and an average annual return of approximately 13.65% over the three-year
period 2019-2021. We regularly review our actual asset allocation and periodically rebalance our investments to meet
our investment strategy.
P. 52 – THE NEW YORK TIMES COMPANY
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 2022 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
2021, 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 2.94% for our qualified plans and 2.81% for
our non-qualified plans as of December 26, 2021.
If we had decreased the expected discount rate by 50 basis points for our qualified plans and our non-qualified
plans in 2021, pension expense would have decreased by approximately $0.3 million and our pension obligation
would have increased by approximately $108 million as of December 26, 2021.
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 $70 million as of
December 26, 2021. 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 $9 million in the market value of our marketable debt securities as of December 26, 2021, and
December 27, 2020. 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 2021 FINANCIAL REPORT
INDEX
Management’s Responsibility for the Financial Statements
Management’s Report on Internal Control Over Financial Reporting
Report of Independent Registered Public Accounting Firm (PCAOB ID: 42) on Consolidated Financial
Statements
Report of Independent Registered Public Accounting Firm (PCAOB ID: 42) on Internal Control Over
Financial Reporting
Consolidated Balance Sheets as of December 26, 2021, and December 27, 2020
Consolidated Statements of Operations for the years ended December 26, 2021, December 27, 2020,
and December 29, 2019
Consolidated Statements of Comprehensive Income/(Loss) for the years ended December 26, 2021,
December 27, 2020, and December 29, 2019
Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 26, 2021,
December 27, 2020, and December 29, 2019
Consolidated Statements of Cash Flows for the years ended December 26, 2021, December 27, 2020,
and December 29, 2019
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. Subsequent Events
Schedule II – Valuation and Qualifying Accounts for the three years ended December 26, 2021
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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 2021, 2020 and 2019. 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 26, 2021, 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 26, 2021, 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 26, 2021, 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 26, 2021 and December 27, 2020, 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 26, 2021, and the related notes and the financial statement schedule listed at Item 15(A)(2) of
The New York Times Company’s 2021 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 26, 2021 and December 27, 2020, and the results of
its operations and its cash flows for each of the three fiscal years in the period ended December 26, 2021, 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 26, 2021, 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 23, 2022
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
How we
addressed the
matter in our
audit
Valuation of the pension benefit obligation
At December 26, 2021, the aggregate defined benefit pension obligation was $1,715 million
which exceeded the fair value of pension plan assets of $1,550 million, resulting in an unfunded
defined benefit pension obligation of $165 million. As discussed in Note 2, the Company makes
significant subjective judgments about a number of actuarial assumptions, which include
discount rates and 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.
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, 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 23, 2022
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 26, 2021, 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 26, 2021, 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 26, 2021 and December 27, 2020, 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 26, 2021, and the related notes and the financial statement schedule listed at Item
15(A)(2) and our report dated February 23, 2022 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 23, 2022
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 $12,374 in 2021 and $13,797 in 2020)
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 26,
2021
December 27,
2020
$
319,973
$
286,079
341,075
309,080
232,908
183,692
33,199
25,553
29,487
27,497
952,708
835,835
413,380
286,831
426,912
470,505
723,850
722,122
72,600
173,046
106,128
105,710
23,099
9,282
1,352,589
1,480,665
(777,637)
(886,149)
574,952
594,516
166,360
171,657
95,800
99,518
360,908
319,332
$
2,564,108
$
2,307,689
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 26,
2021
December 27,
2020
$
127,073
$
123,157
166,464
121,159
119,296
105,346
146,319
137,086
559,152
486,748
295,104
326,555
36,086
38,690
133,041
127,585
464,231
492,830
Class A – authorized: 300,000,000 shares; issued: 2021 – 175,971,801; 2020 – 175,308,672 (including
treasury shares: 2021 – 8,870,801; 2020 – 8,870,801)
17,597
17,531
78
78
230,115
216,714
1,845,343
1,672,586
(171,211)
(171,211)
3,754
8,386
(385,680)
(421,698)
(1,276)
3,131
(383,202)
(410,181)
1,538,720
1,325,517
2,005
2,594
1,540,725
1,328,111
$
2,564,108
$
2,307,689
Class B – convertible – authorized and issued shares: 2021 – 781,724; 2020 – 781,724 (including
treasury shares: 2021 – none; 2020 – 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 (loss)/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
Total liabilities and stockholders’ equity
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
Restructuring charge
Gain from pension liability adjustment
Lease termination charge
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 26,
2021
December 27,
2020
December 29,
2019
$
1,362,115
$
1,195,368
$
1,083,851
497,536
215,226
392,420
195,851
530,678
197,655
2,074,877
1,783,639
1,812,184
1,039,568
294,947
160,871
250,124
57,502
959,312
228,993
133,384
223,558
62,136
988,159
272,626
106,415
206,778
60,661
1,803,012
1,607,383
1,634,639
—
—
3,831
268,034
10,478
—
32,945
290,501
70,530
219,971
—
—
—
4,008
(2,045)
—
176,256
175,582
89,154
5,000
23,330
115,432
14,595
100,837
7,302
—
(3,820)
164,460
24,494
139,966
—
Net income attributable to the noncontrolling interest
—
(734)
Net income attributable to The New York Times Company common stockholders
$
219,971
$
100,103
$
139,966
Amounts attributable to The New York Times Company common stockholders:
Income from continuing operations
Net income
See Notes to the Consolidated Financial Statements.
$
$
219,971
219,971
$
$
100,103
100,103
$
$
139,966
139,966
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 26,
2021
December 27,
2020
December 29,
2019
167,929
168,533
166,973
168,038
166,042
167,545
$
$
$
$
$
1.31 $
1.31 $
0.60 $
0.60 $
1.31 $
1.31 $
0.28 $
0.60 $
0.60 $
0.24 $
0.84
0.84
0.83
0.83
0.20
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 26,
2021
December 27,
2020
December 29,
2019
$
219,971
$
100,837
$
139,966
Foreign currency translation adjustments-(loss)/income
(6,328)
6,763
(1,684)
Pension and postretirement benefits obligation
Net unrealized (loss)/gain on available-for-sale securities
Other comprehensive income, before tax
Income tax expense
Other comprehensive income, net of tax
Comprehensive income
49,250
105,660
(6,025)
3,497
36,897
115,920
9,918
26,979
31,125
84,795
28,987
3,624
30,927
8,179
22,748
246,950
185,632
162,714
Comprehensive income attributable to the noncontrolling interest
—
(734)
—
Comprehensive income attributable to The New York Times Company common
stockholders
$
246,950
$
184,898
$
162,714
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 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 income
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)
—
—
—
—
—
—
22,748
139,966
(33,312)
22,748
— 139,966
—
(33,312)
—
22,748
42
4,478
—
—
24
(3,750)
—
—
42
(11,964)
—
12,948
—
—
—
—
—
—
—
—
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)
—
—
—
—
—
—
84,795
100,103
734 100,837
(40,175)
84,795
—
(40,175)
—
84,795
65
6,006
—
—
14
(3,933)
—
—
26
(7,852)
—
14,465
—
—
—
—
—
—
—
—
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
Net income
Dividends
Other comprehensive income
Issuance of shares:
Stock options – 324,460
Class A shares
Restricted stock units vested –
196,416 Class A shares
Performance-based awards –
142,253 Class A shares
Stock-based compensation
Distributions
—
—
—
— 219,971
—
(47,214)
—
—
—
—
—
—
—
219,971
(47,214)
— 219,971
—
(47,214)
26,979
26,979
—
26,979
33
2,421
—
—
19
(5,288)
—
—
14
—
—
(5,947)
22,215
—
—
—
—
—
—
—
—
—
—
—
—
2,454
—
2,454
(5,269)
—
(5,269)
(5,933)
22,215
—
—
(5,933)
—
22,215
(589)
(589)
Balance, December 26, 2021
$ 17,675 $ 230,115 $ 1,845,343 $ (171,211) $
(383,202) $
1,538,720 $
2,005 $ 1,540,725
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 26,
2021
Years Ended
December 27,
2020
December 29,
2019
$
219,971
$
100,837
$
139,966
Pension settlement expense
Depreciation and amortization
Lease termination charge
Amortization of right of use asset
Stock-based compensation expense
Gain from joint ventures
Deferred income taxes
Gain on non-marketable equity investment
Change in 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
—
57,502
3,831
9,488
22,215
—
(6,358)
(27,156)
(19,222)
118
—
3,210
(49,216)
(5,289)
46,054
13,950
269,098
(763,425)
593,465
—
20,074
(34,637)
3,716
80,641
62,136
—
8,568
14,437
(5,000)
(16,043)
(10,074)
(17,166)
(578)
(644)
706
29,710
8,960
24,516
16,927
297,933
(632,364)
491,128
(33,085)
6,841
(34,451)
2,851
Net cash (used) in/provided by investing activities
(180,807)
(199,080)
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 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
—
(45,337)
(862)
2,454
(11,202)
(54,947)
33,344
(1,002)
301,964
—
(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)
259,799
Cash, cash equivalents and restricted cash at the end of the year
$
334,306
$
301,964
$
247,518
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 – net
See Notes to the Consolidated Financial Statements.
Years Ended
December 26,
2021
December 27,
2020
December 29,
2019
$
$
546
66,443
$
$
508
24,382
$
$
28,049
30,407
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.
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
Fiscal years 2021, 2020 and 2019 each comprised 52 weeks, and ended as of December 26, 2021, December 27,
2020, and December 29, 2019, respectively.
In December 2021, the Board of Directors approved a resolution to change the Company’s fiscal year from a
52/53 week fiscal year ending the last Sunday of December to a calendar year. Accordingly, the Company’s 2022
fiscal year, which commenced December 27, 2021, will be extended from December 25, 2022, to December 31,2022,
and subsequent fiscal years will begin on January 1 and end on December 31 of each year.
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, unless we identified specific securities we intend to sell within the
next 12 months. 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
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
THE NEW YORK TIMES COMPANY – P. 69
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 26, 2021, 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.
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.
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
P. 70 – THE NEW YORK TIMES COMPANY
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 2021.
Lessor activities
Our leases to third parties predominantly relate to office space in our leasehold condominium interest 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 2021.
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 2021 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.
We test intangible assets that are not amortized (i.e., trade names) for impairment at the asset level. We first
perform a qualitative assessment to determine whether it is more likely than not that the fair value of the asset is less
than its carrying value. If we determine that it is more likely than not that the intangible asset is impaired, we perform
a quantitative assessment 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 NEW YORK TIMES COMPANY – P. 71
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 $24 million and $23 million as of
December 26, 2021, and December 27, 2020, respectively.
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.
P. 72 – THE NEW YORK TIMES COMPANY
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
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
subscription period. The deferred proceeds are recorded within Unexpired subscriptions revenue in the Consolidated
Balance Sheet. Revenue from single-copy sales of our print products 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 is 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.
THE NEW YORK TIMES COMPANY – P. 73
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
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.
P. 74 – THE NEW YORK TIMES COMPANY
Earnings/(Loss) Per Share
As the Company has participating securities, we compute earnings per share based upon the lower of the two-
class method or the treasury stock method. 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.
Recently Adopted Accounting Pronouncements
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 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. The Company adopted this guidance on
December 28, 2020. 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)
2021-08
Topic
Effective Period
Summary
Business
Combinations
(Topic 805):
Accounting for
Contract Assets
and Contract
Liabilities from
Contracts with
Customers
Fiscal years, and interim
periods within those
fiscal years, beginning
after December 15,
2022. Early adoption is
permitted.
Requires entities to recognize and measure contract assets and contract
liabilities acquired in a business combination in accordance with ASC 2014-09,
Revenue from Contracts with Customers (Topic 606). The update will generally
result in an entity recognizing contract assets and contract liabilities at amounts
consistent with those recorded by the acquiree immediately before the acquisition
date rather than at fair value. We are currently in the process of evaluating the
impact of this guidance 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.
THE NEW YORK TIMES COMPANY – P. 75
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, Cooking, Audm and Wirecutter (to which a subscription option was
launched during the third quarter of 2021) products (“other digital-only 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, 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. Our
digital advertising offerings include solutions that use proprietary first-party data — rather than third-party data —
to generate predictive insights and help inform our clients’ advertising strategies while leveraging our audiences in
privacy-forward ways. Other digital advertising includes advertising revenues generated by open-market
programmatic advertising, creative services fees associated with branded content, advertisements appearing on our
Wirecutter 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, commercial printing,
the leasing of floors in the Company Headquarters, retail commerce, television and film, our student subscription
sponsorship program and our live events business.
Subscription, advertising and other revenues were as follows:
(In thousands)
Subscription
Advertising
Other (1)
Total
Years Ended
December 26,
2021
As %
of total
December 27,
2020
As %
of total
December 29,
2019
As %
of total
$
1,362,115
65.6 % $
1,195,368
67.0 % $
1,083,851
497,536
215,226
24.0 %
10.3 %
392,420
195,851
22.0 %
11.0 %
530,678
197,655
59.8 %
29.3 %
10.9 %
$
2,074,877
100.0 % $
1,783,639
100.0 % $
1,812,184
100.0 %
(1) Other revenue includes building rental revenue, which is not under the scope of Topic 606. Building rental revenue was approximately $27
million, $29 million and $31 million for the years ended December 26, 2021, December 27, 2020, and December 29, 2019, respectively.
P. 76 – THE NEW YORK TIMES COMPANY
The following table summarizes digital and print subscription revenues, which are components of subscription
revenues above, for the years ended December 26, 2021, December 27, 2020, and December 29, 2019:
(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
December 26,
2021
As %
of total
December 27,
2020
As %
of total
December 29,
2019
As %
of total
Years Ended
$
693,994
50.9 % $
543,578
45.5 % $
426,125
39.3 %
79,888
773,882
5.9 %
54,702
4.6 %
34,327
56.8 %
598,280
50.0 %
460,452
3.2 %
42.5 %
529,039
38.8 %
528,970
44.3 %
524,543
48.4 %
59,194
588,233
4.4 %
68,118
5.7 %
98,856
43.2 %
597,088
50.0 %
623,399
9.1 %
57.5 %
Total subscription revenues
$
1,362,115
100.0 %
1,195,368
100.0 % $
1,083,851
100.0 %
(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 Wirecutter products are also included in this category.
(2) Includes revenues from standalone subscriptions to the Company’s other digital-only products. During the third quarter of 2021, the Company
launched a Wirecutter subscription option.
(3) Includes access to the Company’s digital news, Games, Cooking and Wirecutter 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 26, 2021,
December 27, 2020, and December 29, 2019:
(In thousands)
Advertising revenues
Digital
Print
Total advertising
Performance Obligations
December 26,
2021
As %
of total
December 27,
2020
As %
of total
December 29,
2019
As %
of total
Years Ended
$
$
308,616
188,920
497,536
62.0 % $
38.0 %
100.0 % $
228,594
163,826
392,420
58.3 % $
41.7 %
100.0 % $
260,454
270,224
530,678
49.1 %
50.9 %
100.0 %
We have remaining performance obligations related to digital archive and other licensing and certain
advertising contracts. As of December 26, 2021, the aggregate amount of the transaction price allocated to the
remaining performance obligations for contracts with a duration greater than one year was approximately $123
million. The Company will recognize this revenue as performance obligations are satisfied. We expect that
approximately $42 million, $20 million, and $61 million will be recognized in 2022, 2023 and thereafter through 2029,
respectively.
Contract Assets
As of December 26, 2021, and December 27, 2020, the Company had $3.4 million and $1.8 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 NEW YORK TIMES COMPANY – P. 77
4. Marketable Securities
The Company accounts for its marketable securities as AFS. The Company recorded $1.7 million and $4.3
million of net unrealized losses and gains, respectively, in Accumulated Other Comprehensive Income (“AOCI”) as
of December 26, 2021, and December 27, 2020, respectively.
The following tables present the amortized cost, gross unrealized gains and losses, and fair market value of our
AFS securities as of December 26, 2021, and December 27, 2020:
(In thousands)
Short-term AFS securities
U.S. Treasury securities
Corporate debt securities
Certificates of deposit
Commercial paper
Municipal 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
Municipal securities
December 26, 2021
Amortized Cost
Gross unrealized
gains
Gross unrealized
losses
Fair Value
$
148,899
$
107,158
55,551
21,145
3,999
3,500
692
$
245
—
—
—
—
(43) $
(69)
—
—
(2)
—
149,548
107,334
55,551
21,145
3,997
3,500
$
$
340,252
$
937
$
(114) $
341,075
242,764
$
149
$
(1,858) $
119,695
39,498
13,994
—
—
—
(549)
(252)
(61)
241,055
119,146
39,246
13,933
Total long-term AFS securities
$
415,951
$
149
$
(2,720) $
413,380
(In thousands)
Short-term AFS securities
U.S. Treasury securities
Corporate debt securities
Certificates of deposit
Commercial paper
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
$
79,467
$
39
$
(3) $
129,805
36,525
37,580
25,113
504
—
—
61
(8)
—
—
(3)
79,503
130,301
36,525
37,580
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
P. 78 – THE NEW YORK TIMES COMPANY
The following tables present the AFS securities as of December 26, 2021, and December 27, 2020, 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 26, 2021
(In thousands)
Fair Value
Short-term AFS securities
Gross
unrealized
losses
Fair Value
Gross
unrealized
losses
Fair Value
Gross
unrealized
losses
U.S. Treasury securities
$
61,018 $
(43) $
— $
— $
61,018 $
Corporate debt securities
Municipal securities
53,148
1,998
(69)
(2)
—
—
—
—
53,148
1,998
(43)
(69)
(2)
Total short-term AFS securities
$
116,164 $
(114) $
— $
— $
116,164 $
(114)
Long-term AFS securities
Corporate debt securities
U.S. Treasury securities
U.S. governmental agency securities
Municipal securities
$
224,022 $
(1,858) $
— $
— $
224,022 $
(1,858)
119,146
39,246
13,933
(549)
(252)
(61)
—
—
—
—
—
—
119,146
39,246
13,933
(549)
(252)
(61)
Total long-term AFS securities
$
396,347 $
(2,720) $
— $
— $
396,347 $
(2,720)
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
U.S. Treasury securities
$
20,133 $
(3) $
— $
— $
20,133 $
Corporate debt securities
U.S. governmental agency securities
Total short-term AFS securities
Long-term AFS securities
Corporate debt securities
$
$
33,735
4,999
(8)
(2)
—
8,749
—
(1)
33,735
13,748
58,867 $
(13) $
8,749 $
(1) $
67,616 $
6,717 $
(5) $
— $
— $
6,717 $
U.S. governmental agency securities
Municipal securities
26,236
4,984
(13)
(10)
—
—
—
—
26,236
4,984
Total long-term AFS securities
$
37,937 $
(28) $
— $
— $
37,937 $
(3)
(8)
(3)
(14)
(5)
(13)
(10)
(28)
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 26, 2021, and December 27, 2020, 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 26, 2021, and December 27, 2020, we have no realized losses or
allowance for credit losses related to AFS securities.
As of December 26, 2021, our short-term and long-term marketable securities had remaining maturities of less
than 1 month to 12 months and 13 months to 35 months, respectively. See Note 8 for additional information regarding
the fair value hierarchy of our marketable securities.
THE NEW YORK TIMES COMPANY – P. 79
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 (consisting 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 26, 2021, and since December 29, 2019, were as
follows:
(In thousands)
Balance as of December 29, 2019
Business acquisitions
Measurement period adjustment(1)
Foreign currency translation
Balance as of December 27, 2020
Foreign currency translation
Balance as of December 26, 2021
Total Company
$
138,674
27,269
(400)
6,114
171,657
(5,297)
$
166,360
(1) Includes measurement period adjustment related to deferred tax asset in connection with Listen In Audio, Inc. acquisition.
The foreign currency translation line item in AOCI reflects changes in goodwill resulting from fluctuating
exchange rates related to the consolidation of certain international subsidiaries.
As of December 26, 2021, the aggregate carrying amount of intangible assets of $14.2 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.
P. 80 – THE NEW YORK TIMES COMPANY
6. Investments
Investments in Joint Ventures
As of December 26, 2021, and December 27, 2020, 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.
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, we had a gain from joint ventures of $5.0 million, which was primarily due to our proportionate share
of a distribution received from the pending liquidation of Madison. In 2021 and 2019, we had no gain/(loss) or
distributions 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 26, 2021, and December 27, 2020, non-marketable equity securities included in Miscellaneous
assets in our Consolidated Balance Sheets had a carrying value of $27.9 million and $20.9 million, respectively. The
carrying value includes $15.3 million of unrealized gains as of December 26, 2021.
In 2021 and 2020, we recorded gains of $27.2 million and $10.1 million, respectively, related to non-marketable
equity investment transactions. These gains consist of (i) $15.2 million and $2.5 million realized gains in 2021 and
2020, respectively, due to the partial sale of the investment and (ii) $12.0 million and $7.6 million unrealized gains in
2021 and 2020, respectively, due to the mark to market of the remaining investment. These realized and unrealized
gains are 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.
7. Other
Capitalized Computer Software Costs
Amortization of capitalized computer software costs included in Depreciation and amortization in our
Consolidated Statements of Operations was $9.1 million, $14.7 million and $17.0 million for the fiscal years ended
December 26, 2021, December 27, 2020, and December 29, 2019, respectively. The unamortized computer software
costs were $13.6 million and $18.9 million as of December 26, 2021, and December 27, 2020, respectively.
Marketing Expenses
Marketing expense, the cost to promote our brand and our products, was $199.7 million, $135.9 million and
$167.9 million for the fiscal years ended December 26, 2021, December 27, 2020, and December 29, 2019, respectively.
Media expense, the primary component of marketing expense, which represents the cost to promote our subscription
business was $187.3 million, $129.6 million and $156.9 million for the fiscal years ended December 26, 2021,
December 27, 2020, and December 29, 2019, respectively. We expense these costs as incurred.
THE NEW YORK TIMES COMPANY – P. 81
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 26,
2021
December 27,
2020
December 29,
2019
Interest income and other expense, net
$
6,558
$
13,983
$
19,694
Gain on non-marketable equity investment (1)
Interest expense
Amortization of debt costs and discount on debt
Capitalized interest
27,156
10,074
1,886
(780)
(757)
(26,928)
—
11
—
30
1,459
69
Total interest income/(expense) and other, net (2)
$
32,945
$
23,330
$
(3,820)
(1) Represents gains related to a non-marketable equity investment transactions.
(2) The twelve months ended December 29, 2019, 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 26, 2021, and December 27, 2020,
from the Consolidated Balance Sheets to the Consolidated Statements of Cash Flows is as follows:
(In thousands)
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
December 26,
2021
December 27,
2020
$
319,973 $
286,079
—
14,333
686
15,199
Total cash, cash equivalents and restricted cash shown in the Consolidated Statements of Cash
Flows
$
334,306 $
301,964
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 26, 2021, there were no outstanding borrowings under the Credit Facility and the Company
was in compliance with the financial covenants contained in the Credit Facility.
P. 82 – THE NEW YORK TIMES COMPANY
Severance Costs
We recognized severance costs of $0.9 million, $6.6 million and $4.0 million for the fiscal years ended
December 26, 2021, December 27, 2020, and December 29, 2019, 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.
We had a severance liability of $2.1 million and $5.0 million included in Accrued expenses and other in our
Consolidated Balance Sheets as of December 26, 2021, and December 27, 2020, respectively. We anticipate the 2021
payments will be made within the next twelve months.
Property, Plant and Equipment Retirement
During the years ended December 26, 2021, and 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 $161.0 million and $123.0 million,
respectively. The retirements in 2021 were comprised mostly of software of $103.9 million and equipment of
$45.4 million. The retirements in 2020 were comprised mostly of software of $69.5 million and equipment of
$49.9 million. As a result of the retirements, the Company recorded de minimis write-offs, which are 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 26, 2021, and December 27, 2020, we had assets related to our qualified pension plans
measured at fair value. The required disclosures regarding such assets are presented in Note 9.
THE NEW YORK TIMES COMPANY – P. 83
The following table summarizes our financial assets and liabilities measured at fair value on a recurring basis as
of December 26, 2021, and December 27, 2020:
December 26, 2021
December 27, 2020
Total
Level 1
Level 2
Level 3
Total
Level 1
Level 2
Level 3
(In thousands)
Assets:
Short-term AFS securities(1)
U.S Treasury securities
$ 149,548
$
—
$ 149,548
$
—
$ 79,503
$
—
$ 79,503
$
Corporate debt securities
107,334
—
107,334
—
130,301
—
130,301
Certificates of deposit
Commercial paper
Municipal securities
55,551
21,145
3,997
U.S. governmental agency securities
3,500
—
—
—
—
55,551
21,145
3,997
3,500
—
—
—
—
36,525
37,580
—
25,171
—
—
—
—
36,525
37,580
—
25,171
Total short-term AFS securities
$ 341,075
$
—
$ 341,075
$
—
$ 309,080
$
—
$ 309,080
$
Long-term AFS securities(1)
Corporate debt securities
$ 241,055
$
—
$ 241,055
$
—
$ 135,934
$
—
$ 135,934
$
U.S Treasury securities
119,146
—
119,146
U.S. governmental agency securities
39,246
Municipal securities
13,933
—
—
39,246
13,933
—
—
—
97,565
48,348
4,984
—
—
—
97,565
48,348
4,984
Total long-term AFS securities
$ 413,380
$
—
$ 413,380
$
—
$ 286,831
$
—
$ 286,831
$
Liabilities:
Deferred compensation(2)(3)
$ 21,101
$ 21,101
Contingent consideration
$
7,450
$
—
$
$
—
—
$
$
—
$ 22,245
$ 22,245
7,450
$
8,431
$
—
$
$
—
—
$
$
—
—
—
—
—
—
—
—
—
—
—
—
—
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 the 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 $52.5 million as of December 26, 2021, and $49.2 million as of
December 27, 2020. 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 liability is related to the 2020 acquisition of substantially all the assets and certain
liabilities of Serial and represents 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 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. As the fair value is based on significant unobservable inputs, this is a Level 3 liability.
P. 84 – THE NEW YORK TIMES COMPANY
The following table presents the changes in the balance of the contingent consideration during the year ended
December 26, 2021, and December 27, 2020:
(In thousands)
Balance at the beginning of the period
Payments
Fair value adjustments (1)
Contingent consideration at the end of the period
December 26,
2021
December 27,
2020
$
$
8,431 $
(862)
(119)
7,450 $
9,293
(862)
—
8,431
(1) Fair value adjustments are included in General and administrative expenses in our Condensed Consolidated Statements of Operations.
The remaining contingent consideration balances as of December 26, 2021, and December 27, 2020, of $7.5
million and $8.4 million, respectively, are 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
2021.
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.
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 Cost/(Income)
The components of net periodic pension cost/(income) were as follows:
(In thousands)
Service cost
Interest cost
December 26, 2021
December 27, 2020
December 29, 2019
Qualified
Plans
Non-
Qualified
Plans
All
Plans
Qualified
Plans
Non-
Qualified
Plans
All
Plans
Qualified
Plans
Non-
Qualified
Plans
All
Plans
$
9,105 $
95 $
9,200
$ 10,429 $
119 $ 10,548
$
5,113 $
118 $
5,231
30,517
4,352
34,869
43,710
6,601
50,311
58,835
8,420
67,255
Expected return on plan assets
(50,711)
—
(50,711)
(67,146)
—
(67,146)
(80,877)
—
(80,877)
Amortization and other costs
20,225
7,275
27,500
21,887
6,072
27,959
18,639
4,381
23,020
Amortization of prior service
(credit)/cost
(1,945)
55
(1,890)
(1,945)
51
(1,894)
(1,945)
13
(1,932)
Effect of settlement/curtailment
—
(163)
(163)
80,641
(562)
80,079
—
(373)
(373)
Net periodic pension cost/
(income)
$
7,191 $ 11,614 $ 18,805
$ 87,576 $ 12,281 $ 99,857
$
(235) $ 12,559 $ 12,324
THE NEW YORK TIMES COMPANY – P. 85
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.
Other changes in plan assets and benefit obligations recognized in other comprehensive income were as
follows:
(In thousands)
Net actuarial gain
Prior service cost
Amortization of loss
Amortization of prior service credit
Effect of settlement
December 26,
2021
December 27,
2020
December 29,
2019
$
(25,585) $
(4,172) $
(10,292)
—
—
706
(27,500)
(27,959)
(23,020)
1,890
1,894
—
(80,641)
1,932
—
Total recognized in other comprehensive income
(51,195)
(110,878)
(30,674)
Net periodic pension cost
18,805
99,857
12,324
Total recognized in net periodic pension benefit cost and other comprehensive
income
$
(32,390) $
(11,021) $
(18,350)
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 $33 million for 2021 and $27 million for 2020 and 2019, respectively.
P. 86 – THE NEW YORK TIMES COMPANY
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 26, 2021
December 27, 2020
Qualified
Plans
Non-
Qualified
Plans
All Plans
Qualified
Plans
Non-
Qualified
Plans
All Plans
Benefit obligation at beginning of year
$ 1,549,012
$ 259,593
$ 1,808,605
$ 1,660,287
$ 247,748
$ 1,908,035
Service cost
Interest cost
9,105
95
9,200
10,429
119
10,548
30,517
4,352
34,869
43,710
6,601
50,311
Actuarial (gain)/loss
(42,883)
(7,762)
(50,645)
153,136
21,152
174,288
Curtailments
Settlements
Benefits paid
—
—
(163)
(163)
—
(562)
(562)
—
—
(236,282)
—
(236,282)
(69,987)
(16,818)
(86,805)
(82,268)
(15,609)
(97,877)
Effects of change in currency conversion
—
(107)
(107)
—
144
144
Benefit obligation at end of year
1,475,764
239,190
1,714,954
1,549,012
259,593
1,808,605
Change in plan assets
Fair value of plan assets at beginning of year
1,585,221
—
1,585,221
1,648,667
—
1,648,667
Actual return on plan assets
25,651
—
25,651
245,606
—
245,606
Employer contributions
9,193
16,818
26,011
9,498
15,609
25,107
Settlements
Benefits paid
—
—
—
(236,282)
—
(236,282)
(69,987)
(16,818)
(86,805)
(82,268)
(15,609)
(97,877)
Fair value of plan assets at end of year
1,550,078
—
1,550,078
1,585,221
—
1,585,221
Net amount recognized
$ 74,314
$ (239,190) $ (164,876) $ 36,209
$ (259,593) $ (223,384)
Amount recognized in the Consolidated Balance Sheets
Noncurrent Assets
Current liabilities
Noncurrent liabilities
$ 87,601
$
—
$ 87,601
$ 54,950
$
—
$ 54,950
—
(16,669)
(16,669)
—
(16,990)
(16,990)
(13,287)
(222,521)
(235,808)
(18,741)
(242,603)
(261,344)
Net amount recognized
$ 74,314
$ (239,190) $ (164,876) $ 36,209
$ (259,593) $ (223,384)
Amount recognized in accumulated other comprehensive loss
Actuarial loss
Prior service credit
Total
$ 426,874
$ 122,660
$ 549,534
$ 464,922
$ 137,697
$ 602,619
(12,952)
587
(12,365)
(14,897)
642
(14,255)
$ 413,922
$ 123,247
$ 537,169
$ 450,025
$ 138,339
$ 588,364
Benefit obligations decreased from $1.8 billion at December 27, 2020, to $1.7 billion at December 26, 2021,
primarily due to benefit payments of $86.8 million and actuarial gains of $50.6 million. The actuarial gains were
primarily driven by an increase in the discount rate.
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
THE NEW YORK TIMES COMPANY – P. 87
of $174.3 million. The actuarial losses were primarily driven by a decrease in the discount rate, partially offset by
updating the latest mortality improvement scale.
The accumulated benefit obligation for all pension plans was $1.7 billion and $1.8 billion as of December 26,
2021, and December 27, 2020, 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 26,
2021
December 27,
2020
$
$
$
348,831
338,346
96,354
$
$
$
364,272
349,429
85,938
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 26,
2021
December 27,
2020
2.94 %
3.00 %
2.64 %
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 26,
2021
December 27,
2020
December 29,
2019
2.64 %
3.87 %
2.02 %
3.00 %
3.74 %
3.30 %
3.67 %
2.70 %
3.00 %
4.59 %
4.43 %
3.87 %
4.06 %
3.00 %
5.68 %
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 26,
2021
December 27,
2020
2.81 %
2.50 %
2.39 %
2.50 %
The rate of increase in compensation levels is applicable only for the foreign plan that has not been frozen.
P. 88 – THE NEW YORK TIMES COMPANY
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 26,
2021
December 27,
2020
December 29,
2019
2.39 %
1.74 %
2.50 %
3.17 %
2.78 %
2.50 %
4.35 %
3.94 %
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 liability-hedging assets whose
value is highly correlated to that of the Pension Plan’s obligations (“Liability-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 Pension Plan’s obligations (“Return-Seeking Assets”).
The proportional allocation of assets between Liability-Hedging 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 85.5% to 90.5% to Liability-Hedging Assets and 9.5% to 14.5% to Return-Seeking Assets. As
THE NEW YORK TIMES COMPANY – P. 89
the Pension Plan’s funded status increases, the allocation to Liability-Hedging Assets will increase and the allocation
to Return-Seeking Assets will decrease.
The following asset allocation guidelines apply to the Return-Seeking Assets as of December 26, 2021:
Asset Category
Public Equity
Growth Fixed Income
Alternatives
Cash
Percentage
Range
Actual
70% - 90%
0%
0%
0%
- 15%
- 15%
- 10%
84 %
0 %
12 %
4 %
The asset allocations by asset category for both Liability-Hedging and Return-Seeking Assets, as of
December 26, 2021, were as follows:
Asset Category
Liability-Hedging
Public Equity
Growth Fixed Income
Alternatives
Cash
Percentage
Range
Actual
85.5% - 90.5%
6.7% - 13.1%
0%
0%
0%
-
-
-
2%
2%
1%
87 %
11 %
0 %
2 %
0 %
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 asset allocations by asset category as of December 26, 2021, were as follows:
Asset Category
Hedging Assets
Return-Seeking Assets
Cash and Equivalents
Percentage
Range
Actual
75% - 90%
10% - 25%
0%
-
5%
80 %
20 %
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
P. 90 – THE NEW YORK TIMES COMPANY
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, 2021
(Level 1)
(Level 2)
(Level 3)
Total
U.S. Equities
$
12,739
$
—
$
—
$
—
$
International Equities
Registered Investment Companies
29,453
270,662
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
—
—
—
—
—
—
—
—
—
—
—
710,413
52,520
37,922
36,630
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
370,042
—
—
—
—
7,229
7,014
15,454
12,739
29,453
270,662
370,042
710,413
52,520
37,922
36,630
7,229
7,014
15,454
Assets at Fair Value
$
312,854
$
837,485
$
—
$
399,739
$
1,550,078
(1) The underlying assets of the common/collective funds primarily consist 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.
THE NEW YORK TIMES COMPANY – P. 91
Fair Value Measurement at December 31, 2020
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
$
28,002
$
—
$
—
$
—
$
International Equities
Mutual Funds
Registered Investment
Companies(3)
Common/Collective Funds(1) (3)
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
34,025
29,011
238,737
—
—
—
—
—
—
—
—
—
—
—
—
646,330
42,111
40,150
10,693
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
471,629
—
—
—
—
5,481
9,770
29,282
28,002
34,025
29,011
238,737
471,629
646,330
42,111
40,150
10,693
5,481
9,770
29,282
Assets at Fair Value
$
329,775
$
739,284
$
—
$
516,162
$
1,585,221
(1) The underlying assets of the common/collective funds primarily consist 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.
(3) Certain prior year amounts have been reclassified to conform with current period presentation.
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 2021, we made contributions to the APP of $9.2 million. We expect contributions made to satisfy minimum
funding requirements to total approximately $10 million in 2022.
P. 92 – THE NEW YORK TIMES COMPANY
The following benefit payments, which reflect future service for plans that have not been frozen, are expected to
be paid:
(In thousands)
2022
2023
2024
2025
2026
2027-2031(1)
Plans
Qualified
Non-
Qualified
Total
$
71,255
$
16,881
$
88,136
73,585
75,700
77,792
79,218
412,095
16,686
16,445
16,178
15,992
75,816
90,271
92,145
93,970
95,210
487,911
(1) While benefit payments under these plans are expected to continue beyond 2031, 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.
Our multiemployer pension plan withdrawal liability was approximately $70 million as of December 26, 2021,
and 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 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 26, 2021, 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.
THE NEW YORK TIMES COMPANY – P. 93
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
2021
2020
FIP/RP Status
Pending/
Implemented
2021
2020
2019
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(3)
Paper Handlers’-
Publishers’ Pension
Fund
Critical and
Declining
as of
1/01/21
Critical and
Declining as
of 1/01/20
13-6212879-001
13-6122251-001
Green as of
6/01/21
Green as of
6/01/20
Critical and
Declining
as of
1/01/21
Green as of
4/01/21
Critical and
Declining
as of
4/01/21
Critical and
Declining as
of 1/01/20
Endangered
as of
4/01/20
Critical and
Declining as
of 4/01/20
91-6024903-001
13-6121627-001
13-6104795-001
Contributions for individually significant plans
Contributions for a plan not individually significant
Total Contributions
Implemented
$
364 $
384 $
415
No
(1)
N/A
912 1,010 1,014
No
3/30/2025
Implemented
48
65
58
No
3/30/2026
Pending
1,337 1,328 1,213
No
3/30/2026
Implemented
103
101
100
Yes
3/30/2026
$ 2,764 $ 2,888 $ 2,800
$
33 $
24 $ —
$ 2,797 $ 2,912 $ 2,800
(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) 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.
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 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)
12/31/2020 & 12/31/2019
5/31/2020 & 5/31/2019(1)
3/31/2021 & 3/31/2020
3/31/2021 & 3/31/2020
(1) Form 5500 for the plan year ended 5/31/21 was not available as of the date we filed our financial statements.
P. 94 – THE NEW YORK TIMES COMPANY
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 26,
2021
December 27,
2020
December 29,
2019
$
53
$
29
$
27
565
3,407
1,026
3,051
1,602
3,375
(3,098)
(4,225)
(4,766)
Net periodic postretirement benefit cost/(income)
$
927
$
(119) $
238
The changes in the benefit obligations recognized in other comprehensive loss were as follows:
(In thousands)
Net actuarial loss
Amortization of loss
Amortization of prior service credit
Total recognized in other comprehensive loss
Net periodic postretirement benefit cost/(income)
December 26,
2021
December 27,
2020
December 29,
2019
$
2,254
$
4,044
$
296
(3,407)
(3,051)
(3,375)
3,098
1,945
927
4,225
5,218
(119)
4,766
1,687
238
Total recognized in net periodic postretirement benefit cost/(income) and other
comprehensive loss
$
2,872
$
5,099
$
1,925
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 $17 million in 2021, $16
million in 2020, and $15 million in 2019.
THE NEW YORK TIMES COMPANY – P. 95
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 26,
2021
December 27,
2020
$
43,308
$
42,803
53
565
2,319
2,254
29
1,026
2,820
4,044
(7,892)
(7,414)
40,607
43,308
5,573
2,319
4,594
2,820
(7,892)
(7,414)
—
—
$
(40,607) $
(43,308)
$
(4,521) $
(4,618)
(36,086)
(38,690)
$
(40,607) $
(43,308)
$
25,632
$
26,785
(368)
(3,466)
$
25,264
$
23,319
Benefit obligations decreased from $43.3 million at December 27, 2020, to $40.6 million at December 26, 2021,
primarily due to benefit payments net of participation contributions of $5.6 million partially offset by the actuarial
loss of $2.3 million, driven by an increase in assumed costs to reflect updated claims experience.
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. 96 – THE NEW YORK TIMES COMPANY
December 26,
2021
December 27,
2020
$
$
40,607
—
$
$
43,308
—
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 26,
2021
December 27,
2020
2.55 %
3.50 %
2.01 %
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 26,
2021
December 27,
2020
December 29,
2019
2.01 %
2.09 %
1.38 %
3.50 %
2.94 %
3.04 %
2.55 %
3.50 %
4.18 %
4.19 %
3.71 %
3.50 %
December 26,
2021
December 27,
2020
5.99 %
4.92 %
2030
5.95 %
4.92 %
2027
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)
2022
2023
2024
2025
2026
2027-2031(1)
Amount
$
4,620
4,328
4,032
3,778
3,514
13,781
(1) While benefit payments under these plans are expected to continue beyond 2031, 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 $8.5 million as
of December 26, 2021, and $8.6 million as of December 27, 2020.
THE NEW YORK TIMES COMPANY – P. 97
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 26,
2021
December 27,
2020
$
21,101
$
22,245
63,614
5,360
42,966
52,695
4,279
48,366
$
133,041
$
127,585
Refer to Note 8 for detail related to deferred compensation.
Refer to Note 17 for detail related to noncurrent operating lease liabilities.
Refer to Note 8 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 26, 2021, and December 27, 2020.
P. 98 – THE NEW YORK TIMES COMPANY
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
Increase/(decrease) in uncertain tax positions
December 26, 2021
December 27, 2020
December 29, 2019
Amount
% of
Pre-tax
Amount
% of
Pre-tax
Amount
% of
Pre-tax
$ 61,005
21.0
$ 24,241
21.0
$ 34,537
16,378
2,782
5.6
1.0
3,873
3.4
5,303
(2,509)
(2.2)
(2,427)
(Gain) on company-owned life insurance
(712)
(0.2)
(635)
(0.6)
(1,662)
Nondeductible expense
Nondeductible executive compensation
593
4,140
0.2
1.4
800
1,271
0.7
1.1
1,938
(355)
Stock-based awards benefit
(5,461)
(1.9)
(7,251)
(6.3)
(6,184)
Deduction for foreign-derived intangible income
(2,972)
(1.0)
(686)
(0.6)
(2,625)
Research and experimentation credit
(5,571)
(1.9)
(3,892)
(3.4)
(5,672)
Other, net
Income tax expense
348
0.1
(617)
(0.5)
1,641
$ 70,530
24.3
$ 14,595
12.6
$ 24,494
21.0
3.2
(1.5)
(1.0)
1.2
(0.2)
(3.8)
(1.6)
(3.4)
1.0
14.9
The increase in the Company's effective tax rate in 2021 compared with 2020 is primarily due to the rate impact
of higher earnings in 2021 and lower benefits from stock-based compensation in 2021.
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 26,
2021
December 27,
2020
December 29,
2019
$
55,110
$
21,414
$
16,283
905
7,453
823
3,146
29,772
20,252
(9,249)
(5,928)
5,588
(1,346)
4,242
(6,358)
(15,177)
$
70,530
$
14,595
$
24,494
1,042
20,736
76,888
(5,651)
(707)
State tax operating loss carryforwards totaled $0.8 million as of December 26, 2021, and $1.3 million as of
December 27, 2020. Such loss carryforwards expire in accordance with provisions of applicable tax laws and have
remaining lives up to 16 years.
THE NEW YORK TIMES COMPANY – P. 99
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 26,
2021
December 27,
2020
Retirement, postemployment and deferred compensation plans
$
86,886
$
103,433
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
34,999
1,018
19,663
31,379
25,899
1,510
16,648
32,664
$
173,945
$
180,154
(261)
(293)
$
173,684
$
179,861
$
38,855
$
41,832
7,738
16,960
14,331
77,884
95,800
$
$
7,652
14,196
16,663
80,343
99,518
$
$
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 26, 2021, and 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 an income tax payable of $8.2 million as of December 26, 2021, compared with an income tax receivable
of $3.3 million as of December 27, 2020.
Income tax benefits related to the exercise or vesting of equity awards reduced current taxes payable by $11.5
million, $13.1 million and $11.9 million in 2021, 2020 and 2019, respectively.
As of December 26, 2021, and December 27, 2020, 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 $150 million and $160 million, respectively.
P. 100 – THE NEW YORK TIMES COMPANY
A reconciliation of unrecognized tax benefits is as follows:
(In thousands)
Balance at beginning of year
Gross additions to tax positions taken during the current year
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
December 26,
2021
December 27,
2020
December 29,
2019
$
6,737
$
10,309
$
11,629
1,389
2,458
(150)
(3,534)
(1,009)
1,130
1,184
133
(93)
711
(76)
(3,814)
(2,637)
(928)
(502)
Balance at end of year
$
5,891
$
6,737
$
10,309
The total amount of unrecognized tax benefits that would, if recognized, affect the effective income tax rate was
approximately $5 million and $6 million as of December 26, 2021, and December 27, 2020, respectively.
In 2021 and 2020, we recorded a $4.8 million and a $5.4 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 as of
both December 26, 2021, and December 27, 2020. The total amount of accrued interest and penalties was a net benefit
of less than $0.1 million in 2021, a net benefit of $0.7 million in 2020 and a net benefit of $0.6 million in 2019.
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 $3.2 million that
would, if recognized, impact the effective tax rate.
13. Earnings Per Share
We compute earnings per share based upon the lower of the two-class method or the treasury stock method.
The two-class method is 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 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 was approximately 0.6 million, 1.1 million and 1.5 million as of
December 26, 2021, December 27, 2020, and December 29, 2019, respectively. In 2021, dilution resulted primarily from
the dilutive effect of certain performance awards, restricted stock units and stock options. In 2020 and 2019, dilution
resulted primarily from the dilutive effect of certain performance awards, stock options and restricted stock units.
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 2021, 2020 and 2019.
THE NEW YORK TIMES COMPANY – P. 101
14. Stock-Based Awards
As of December 26, 2021, 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 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.
Total stock-based compensation expense included in the Consolidated Statement of Operations is as follows:
(In thousands)
Cost of revenue
Marketing
Product development
General and administrative
December 26,
2021
December 27,
2020
December 29,
2019
$
5,218
$
4,117
$
3,621
1,283
3,655
12,059
1,520
1,765
7,063
683
763
7,881
Total stock-based compensation expense
$
22,215
$
14,465
$
12,948
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
options have been made since 2012. The Company’s directors are considered employees for purposes of stock-based
compensation.
P. 102 – THE NEW YORK TIMES COMPANY
Changes in our Company’s stock options in 2021 were as follows:
(Shares in thousands)
Options
December 26, 2021
Weighted
Average
Exercise
Price
Weighted
Average
Remaining
Contractual
Term
(Years)
Options outstanding at beginning of year
Exercised
Options outstanding at end of period (1)
Options exercisable at end of period
(1) All outstanding options are vested as of December 26, 2021.
325
$
(324)
1
1
$
$
8
8
7
7
Aggregate
Intrinsic
Value
$(000s)
1
$
14,225
0
0
$
$
16
16
The total intrinsic value for stock options exercised was $13.6 million in 2021, $21.2 million in 2020 and $8.6
million in 2019.
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 2021 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 26, 2021
Restricted
Stock
Units
Weighted
Average
Grant-Date
Fair Value
513
$
583
(290)
(69)
737
679
$
$
33
50
31
46
46
46
The intrinsic value of stock-settled restricted stock units vested was $15.1 million in 2021, $9.6 million in 2020
and $11.0 million in 2019.
THE NEW YORK TIMES COMPANY – P. 103
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 $1 million in 2021, $4 million in 2020 and $2
million in 2019.
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 26, 2021, unrecognized compensation expense related to the unvested portion of our Stock-
Based Awards was approximately $34 million and is expected to be recognized over a weighted-average period of
1.53 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 26,
2021
December 27,
2020
891
944
1,835
14,720
1,835
14,720
1,001
1,026
2,027
15,190
2,027
15,190
(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 26, 2021, 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.
P. 104 – THE NEW YORK TIMES COMPANY
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.
As of December 26, 2021, and December 27, 2020, there were 781,724 shares 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 February 2022, the Board of Directors approved a $150 million Class A stock repurchase program that
replaced the previous program, which was approved in 2015. The new authorization provides that Class A shares
may be purchased from time to time as market conditions warrant, through open market purchases, privately
negotiated transactions or other means, including Rule 10b5-1 trading plans. We expect to repurchase shares
primarily to offset the impact of dilution from our equity compensation program, but subject to market conditions
and other factors, we may also make opportunistic repurchases to reduce share count. There is no expiration date
with respect to this authorization.
As of December 26, 2021, repurchases under the previous program totaled $84.9 million (excluding
commissions) and $16.2 million remained. There were no repurchases under that program between February 2016
and February 2022, when the program was replaced.
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 26, 2021.
The following table summarizes the changes in AOCI by component as of December 26, 2021:
(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 27, 2020
$
8,386 $
(421,698) $
3,131 $
(410,181)
Other comprehensive (loss)/income before
reclassifications, before tax
Amounts reclassified from accumulated other
comprehensive loss, before tax
Income tax (benefit)/expense
Net current-period other comprehensive (loss)/income,
net of tax
(6,328)
—
(1,696)
(4,632)
23,331
25,919
13,232
36,018
(6,025)
—
(1,618)
(4,407)
10,978
25,919
9,918
26,979
Balance as of December 26, 2021
$
3,754 $
(385,680) $
(1,276) $
(383,202)
THE NEW YORK TIMES COMPANY – P. 105
The following table summarizes the reclassifications from AOCI for the period ended December 26, 2021:
(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
(4,988)
Other components of net periodic
benefit costs
30,907
Other components of net periodic
benefit costs
Other components of net periodic
benefit costs
—
25,919
6,964
Income tax expense
Total reclassification, net of tax
$
18,955
(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 26, 2021, as described below.
P. 106 – THE NEW YORK TIMES COMPANY
The table below presents the lease-related assets and liabilities recorded on the balance sheet:
(In thousands)
Classification in the Consolidated
Balance Sheet
December 26,
2021
December 27,
2020
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
$
$
$
62,567 $
9,078 $
63,614
72,692 $
52,304
9,056
52,695
61,751
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 26,
2021
December 27,
2020
December 29,
2019
$
$
11,926
$
11,467
$
1,575
1,776
9,980
1,814
13,501
$
13,243
$
11,794
The table below presents additional information regarding operating leases:
(In thousands, except lease term and discount rate)
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
December 26,
2021
December 27,
2020
$
$
12,254
19,457
$
$
9.4 years
3.63 %
11,533
9,004
8.7 years
4.41 %
Maturities of lease liabilities on an annual basis for the Company’s operating leases as of December 26, 2021,
were as follows:
(In thousands)
2022
2023
2024
2025
2026
Later Years
Total lease payments
Less: Interest
Present value of lease liabilities
Finance lease
$
$
$
Amount
11,170
10,157
9,548
8,372
8,023
38,673
85,943
(13,251)
72,692
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 income/(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.
THE NEW YORK TIMES COMPANY – P. 107
Lessor activities
Our leases to third parties predominantly relate to office space in the Company Headquarters.
As of December 26, 2021, and December 27, 2020, 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 $240 million and $516 million and $222 million, respectively. Office space leased to
third parties represents approximately 36% of gross 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 26,
2021
December 27,
2020
December 29,
2019
$
22,851
$
28,516
$
30,595
(1) Building rental revenue includes approximately $10.8 million related to subleases for the fiscal year ended December 29, 2019..
Maturities of lease payments to be received on an annual basis for the Company’s office space operating leases
as of December 26, 2021, were as follows:
(In thousands)
2022
2023
2024
2025
2026
Later Years
Total building rental revenue from operating leases
$
$
Amount
30,564
29,010
29,053
29,344
29,344
101,781
249,096
P. 108 – THE NEW YORK TIMES COMPANY
18. Commitments and Contingent Liabilities
Restricted Cash
We were required to maintain $14.3 million of restricted cash as of December 26, 2021, and $15.9 million as of
December 27, 2020, 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. Subsequent Events
Quarterly Dividend and New Share Repurchase Program
In February 2022, our Board of Directors approved a quarterly dividend of $0.09 per share on our Class A and
Class B common stock, an increase of $0.02 per share from the previous quarter. The dividend is payable on April 21,
2022, to all stockholders of record as of the close of business on April 6, 2022.
The Board of Directors also approved a $150 million Class A stock repurchase program in February 2022. Class
A shares may be purchased from time to time as market conditions warrant, through open market purchases,
privately negotiated transactions or other means, including Rule 10b5-1 trading plans. We expect to repurchase shares
primarily to offset the impact of dilution from our equity compensation program, but subject to market conditions
and other factors, we may also make opportunistic repurchases to reduce share count. There is no expiration date
with respect to this authorization. The new authorization replaces the previous authorization under which
approximately $16.2 million remained at the time it was replaced.
Acquisition of The Athletic Media Company
On February 1, 2022, we completed the acquisition of The Athletic Media Company, a global digital
subscription-based sports media business that provides national and local coverage of more than 200 clubs and teams
in the U.S. and around the world, for an all-cash purchase price of $550 million, subject to customary closing
adjustments. The purchase price was funded from cash on hand.
THE NEW YORK TIMES COMPANY – P. 109
SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS
For the Years Ended December 26, 2021, December 27, 2020, and December 29, 2019:
(In thousands)
Accounts receivable allowances:
Year ended December 26, 2021
Year ended December 27, 2020
Year ended December 29, 2019
(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
$
$
$
13,797
14,358
13,249
$
$
$
13,930
14,783
14,807
$
$
$
15,353
15,344
13,698
$
$
$
12,374
13,797
14,358
P. 110 – THE NEW YORK TIMES COMPANY
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 amended) as of December 26, 2021. 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, as amended, 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 26,
2021, that have materially affected, or are reasonably likely to materially affect, our internal control over financial
reporting.
ITEM 9B. OTHER INFORMATION
Not applicable.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
THE NEW YORK TIMES COMPANY – P. 111
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,” “Nominating &
Governance Committee” and “Delinquent Section 16(a) Reports” of our Proxy Statement for the 2022 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 2022 Annual Meeting of Stockholders.
P. 112 – THE NEW YORK TIMES COMPANY
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 Ochs-Sulzberger Trust” of our Proxy
Statement for the 2022 Annual Meeting of Stockholders.
Equity Compensation Plan Information
The following table presents information regarding our existing equity compensation plans as of December 26,
2021:
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
1,834,649 (1) $
7.00 (2)
1,834,649
14,719,884 (3)
14,719,884
Equity compensation plans not approved by security
holders
None
None
None
(1) Includes (i) 400 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 $7.00 per share, and with a weighted-average remaining term of less than one year; (ii) 737,407 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) 153,336 shares of Class A stock related to vested stock-settled restricted stock units granted under the 2010 Incentive Plan
and 2020 Incentive Plan issuable to non-employee directors upon retirement from the Board; and (iv) 943,506, 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 471,753.
(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 26, 2021, the
2020 Incentive Plan had 14,719,884 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
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 2022 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 2 —
Selection of Auditors,” beginning with the section titled “Audit Committee’s Pre-Approval Policies and Procedures,”
but only up to and including the section titled “Audit and Other Fees” of our Proxy Statement for the 2022 Annual
Meeting of Stockholders.
THE NEW YORK TIMES COMPANY – P. 113
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 26, 2021
II – Valuation and Qualifying Accounts
(3) Exhibits
The exhibits listed in the accompanying index are filed as part of this report.
Page
110
P. 114 – THE NEW YORK TIMES COMPANY
INDEX TO EXHIBITS
Exhibit numbers 10.15 through 10.25 are management contracts or compensatory plans or arrangements.
Exhibit
Number
(2.1)*
Description of Exhibit
Agreement and Plan of Merger, dated as of January 6, 2022 by and among The Athletic Media Company, The
New York Times Company, Subscription Holding Co. and Shareholder Representative Services LLC (filed as an
Exhibit to the Company’s Form 8-K dated January 7, 2022, and incorporated by reference herein).
(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)**
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 (filed as an Exhibit to the Company’s Form
10-K dated February 25, 2021, 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).
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).
THE NEW YORK TIMES COMPANY – P. 115
Exhibit
Number
(10.14)
(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
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).
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 (filed as Exhibit (filed as an Exhibit to the Company’s Form 10-K dated February 25, 2021,
and incorporated by reference herein).
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).
* Certain identified information has been excluded from this exhibit (indicated by an asterisk above) because it is both (i) not material and (ii) is
the type of information that the registrant treats as private or confidential. Information that was omitted has been noted in the exhibit with a
placeholder identified by the mark “[***]”.
** Portions of this exhibit (indicated by two asterisks above) 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.
P. 116 – THE NEW YORK TIMES COMPANY
ITEM 16. FORM 10-K SUMMARY
None.
THE NEW YORK TIMES COMPANY – P. 117
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 23, 2022
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.
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/ Manuel Bronstein
/s/ Beth Brooke
/s/ Rachel Glaser
/s/ Arthur Golden
/s/ Hays N. Golden
Director
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. 118 – THE NEW YORK TIMES COMPANY
Date
February 23, 2022
February 23, 2022
February 23, 2022
February 23, 2022
February 23, 2022
February 23, 2022
February 23, 2022
February 23, 2022
February 23, 2022
February 23, 2022
February 23, 2022
February 23, 2022
February 23, 2022
February 23, 2022
February 23, 2022
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 23, 2022
/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 23, 2022
/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 26, 2021, 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 23, 2022
/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 26, 2021, 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 23, 2022
/s/ ROLAND A. CAPUTO
Roland A. Caputo
Chief Financial Officer
Board of Directors
Amanpal S. Bhutani
C.E.O.
GoDaddy Inc.
Manuel Bronstein
Chief Product Officer
Roblox Corporation
Beth Brooke
Former Global Vice Chair of
Public Policy
Ernst & Young LLP
Rachel Glaser
C.F.O.
Etsy, Inc.
Arthur Golden
Author
Hays N. Golden
Managing Director
University of Chicago
Crime Lab and Education Lab
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
Publisher
The Athletic and Wirecutter
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
Reality Labs
Meta Platforms, 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 27, 2022 at 11 a.m. E.T.
www.virtualshareholdermeeting.com/NYT2022
Auditors
Ernst & Young LLP
One Manhattan West
New York, New York 10001
Forward-Looking Statements
This Annual Report contains forward-looking statements within the meaning of
the federal securities laws. Forward-looking statements are based upon our current
expectations, estimates and assumptions and involve risks and uncertainties that
change over time; actual results could differ materially from those predicted by
such 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. You are cautioned not to place undue reliance on any such
forward-looking statements, which speak only as of the date they are made. We
undertake no obligation to publicly update or revise any forward-looking statement,
whether as a result of new information, future events or otherwise.
Copyright 2022
The New York Times Company
All rights reserved.
The New York Times Company
2021 Annual Report
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