The New York Times Company
2022 Annual Report
145m
In 2022, we averaged a
145-million global monthly
audience for nytimes.com.
We averaged 18,000 daily
views for the Old-Fashioned
Beef Stew recipe.
More than two million digital-only
bundle and multiproduct subscribers.
2m
100m
4b
Cooking published more than
700 recipes, and more than 100
million readers visited the site.
The Athletic has more than 450
full-time writers, editors and
producers, and covers more than
200 clubs and teams around
the globe.
Games was played almost 4 billion
times in 2022 including The Mini
Crossword, which was played more
than 500 million times. Spelling Bee
users reached Genius more than
77 million times. Wordle was played
more than 2 billion times in 2022.
To Our Shareholders,
New York Times journalists covered a deluge of consequential stories in the past year, helping our readers understand
an increasingly complex and uncertain world. We reported on the war in Ukraine and a strained global order.
Documented the midterm elections and increasing polarization in the United States. Tracked a shaky global economy
and surging inflation. Exposed the escalating impact of climate change and outlined the search for solutions.
The value of New York Times journalism, along with everything else we provide — best-in-class offerings for culture,
wellness, cooking, puzzles, shopping and sports — showed in our strong business results. Despite adverse market
conditions, it was our second-best year ever for adding subscribers, with just over a million net digital subscriber
additions. We now have 9.6 million subscribers across our digital and print products, advancing toward our goal of
15 million subscribers by year-end 2027.
Early last year, we put into motion our strategy to become the essential subscription for every curious, English-speaking
person seeking to understand and engage with the world. And we made impressive progress on all three of its pillars:
building on our lead as the world’s best news destination; becoming more valuable to more people by helping them make
the most of their lives and passions; and putting these two ideas together in a more expansive and connected bundle
that makes The Times indispensable to the lives of tens of millions of people.
We saw increasing evidence of just how compelling this is for consumers, with strong demand for our All Access bundle,
which includes News, plus Games, Cooking, Wirecutter and The Athletic. By the end of the year, more than 30 percent of
new subscribers were choosing our All Access bundle, roughly six times higher than in 2021. More than two million now
subscribe to the bundle or to more than one of our digital products.
Two important and strategic acquisitions, Wordle and The Athletic, helped drive this success. Wordle delights tens of
millions of people daily, driving engagement and opportunities to introduce new audiences to other Times products.
With The Athletic, our ambition is to become a global leader in sports journalism.
Advertising, the second largest in our multi-revenue stream model, grew more slowly than it did in 2021, but performed
relatively well in a tough market.
Overall, we’re pleased with our financial performance in 2022, which included a consolidated operating profit of
$202 million .
Beyond our financial performance, we’re committed to giving the people who work for The Times a workplace that feels
inclusive and rewarding to all. We’re also focused on identifying opportunities to improve the sustainability of our
business operations and, earlier this month, we announced our goal to achieve net zero emissions (Scopes 1 and 2) across
our operations by 2030.
We know that 2023 will not be without its challenges, but we’re optimistic about our future and confident in what
The Times provides readers and the world. Our journalism powers our business, and our business, in turn, powers
our journalism, creating a virtuous cycle that we expect to propel our growth for years to come.
2022 annual report
This has never been more true than now, when misinformation, propaganda, punditry and clickbait make it harder
than ever to sort fact from fiction, and when fewer institutions are searching for the truth with an open mind and
a commitment to independence, fairness and accuracy.
We are eager to continue with this important work. Thank you for helping us make our work and mission possible.
A.G. Sulzberger
Chairman and Publisher
March 10, 2023
Meredith Kopit Levien
President and C.E.O.
2022 annual report
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
☑ Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2022
☐ 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) Name of each exchange on which registered
NYT
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. ☑
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial
statements of the registrant included in the filing reflect the correction of an error to previously issued financial
statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery
analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant
recovery period pursuant to § 240.10D-1(b). ☐
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 24, 2022, the last business day of the registrant’s most recently completed second quarter, as reported
on the New York Stock Exchange, was approximately $4.8 billion. As of such date, non-affiliates held 37,758 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 21, 2023
(exclusive of treasury shares) was as follows: 163,690,331 shares of Class A Common Stock and 780,724 shares of
Class B Common Stock.
Documents incorporated by reference
Portions of the Proxy Statement relating to the registrant’s 2023 Annual Meeting of Stockholders, to be held
on April 26, 2023, are incorporated by reference into Part III of this report.
INDEX TO THE NEW YORK TIMES COMPANY 2022 ANNUAL REPORT ON FORM 10-K
ITEM NO.
PART I
Forward-Looking Statements
Business
1
Overview
Our Strategy
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
4
4
5
5
6
6
6
7
9
10
24
24
24
24
25
26
27
28
58
59
119
119
119
119
120
120
120
120
120
121
124
125
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 and, unless the context otherwise requires, its consolidated subsidiaries are referred to
collectively in this Annual Report on Form 10-K as the “Company,” “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, and this mission has contributed to our
success. We believe that The Times’s original, independent and high-quality reporting, storytelling and journalistic
excellence set us apart from other news organizations and are 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 more Pulitzer Prizes and citations 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 The Athletic (our sports media product acquired on February
1, 2022), Cooking (our recipes product), Games (our puzzle games product) and Audm (our read-aloud audio
service), which are available on mobile applications and websites and Wirecutter (our review and
recommendation product); 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.
As of December 31, 2022, approximately 9.55 million subscribers had purchased approximately 10.98 million
paid subscriptions across our products, more than at any point in our history.
We generate revenues principally from the sale of subscriptions and advertising. Subscription revenues consist
of revenues from standalone and multi-product bundle subscriptions to our digital products and subscriptions to 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 Company was incorporated on August 26, 1896, under the laws of the State of New York.
THE NEW YORK TIMES COMPANY – P. 1
OUR STRATEGY
Our strategy is to be the essential digital subscription for every curious, English-speaking person seeking to
understand and engage with the world, which includes:
• being the world’s best general interest news destination;
• becoming more valuable to more people by helping them make the most of their lives and engage with their
passions; and
• creating a more expansive and connected product experience that makes our products indispensable.
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 audio journalism. Our current aim is to reach 15 million total subscribers by year-end 2027, up from
approximately 9.55 million at the end of 2022. We believe that focusing on the following priorities will enable us to
become an essential subscription for our addressable market and drive long-term, profitable growth for the Company
and our stockholders.
Producing the best journalism
We believe that our original, independent and high-quality reporting, storytelling and journalistic excellence
across topics and formats set us apart from others and are at the heart of what makes our journalism worth paying
for. The impact of our journalism and its breadth were evident as we continued to break stories, produce investigative
reports and help our audience understand a wide range of topics in 2022, including the ongoing Covid-19 pandemic
and its many reverberations, Russia’s war against Ukraine and the U.S. midterm elections. Producing the best
journalism also makes us a more attractive destination for the talented individuals who are vital to the continued
success of our business.
We will seek to extend our leadership in news by continuing to focus 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.
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, cooking guidance, puzzle gaming and expert shopping recommendations. Our 2022 acquisitions of
The Athletic and Wordle (a daily digital word game) were two investments toward expanding our offerings to build
that leadership.
In 2023, we plan to continue investing 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 audience and engagement with our products
Our ability to attract, retain and grow our digital subscriber base depends on the size of our audience and its
sustained engagement directly with our products. We will continue to focus on reaching a large non-paying audience
while also creating a subscription experience aimed at building valuable daily habits that draw people into lifelong
relationships worth paying for. Central to our strategy is a high-value subscription package — or bundle — of
interconnected digital products that helps subscribers engage with everything we offer and provides multiple reasons
to engage with our products each day.
Across all of our products, we have invested in bringing readers back to our content, exposing them to more of
our offerings and providing an integrated product experience. Within news, for example, our live briefings keep users
up to date on the latest developments across important storylines. Our suite of email newsletters reaches the inboxes
of millions of global users and plays a central role in engaging potential subscribers. Our news mobile applications
help surface and provide users with a seamless way to experience a variety of our games, including our word puzzles
(Wordle, Spelling Bee and the Crossword) and other games.
We plan to continue to invest in engaging content and product features across our news, Cooking, Games and
Wirecutter products; to help The Athletic reach more sports fans; and to develop new audio programming and
experiment in audio product. We see all of these products and investments as increasing the value of our bundle and
contributing to our essential subscription strategy.
P. 2 – THE NEW YORK TIMES COMPANY
Growing subscribers, revenue and profit
We believe we are still in the early days of penetrating a large and growing global subscription journalism
market and our ambition is to be the leader in that market. In this context, we view a large and growing subscriber
base as our best lever for long-term value creation because it generates recurring consumer revenue; has the potential
to generate more advertising, commerce and other future revenue opportunities; and contributes to higher marketing
efficiency.
We plan to continue our emphasis on growing total subscribers through our focus on promoting our digital
bundle of interconnected products, which we believe provides the most value to our users and represents the best
opportunity to monetize our digital products. While we aim to expose more of our subscribers to everything that we
offer through the bundle, we continue to offer subscriptions to each of our products on a standalone basis as well to
attract the widest number of subscribers.
High-value digital advertising revenue remains an important part of our business. We believe our journalism
attracts valuable audiences and that we provide a trusted platform for advertisers’ brands. We continue to innovate
advertising offerings that integrate well with the user experience, including solutions that use proprietary first-party
data to help inform our clients’ advertising strategies.
We believe we can apply disciplined cost-management while continuing to invest in journalism and product
development in support of 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 maintain the
improved efficiency of our marketing spend for our core products that we demonstrated in the second half of 2022.
We also aim to continue to maximize the efficiency and profitability of our print products and services, which remain
a significant part of our business.
Using technology and data to propel our growth
Achieving our ambition will require products and technology that match the quality of our journalism. Over
the past several years, we have invested substantially in the back-end technology and underlying capabilities that
enrich the digital experience for users and empower our journalists and business operators. In 2023, we plan to
continue prioritizing these areas, with a focus on strengthening our data management infrastructure, enhancing the
platforms that power our multi-product digital bundle, and advancing machine-learning applications across our
business. We have already seen and expect to see further benefits from these investments as they help us better
engage, habituate, convert and retain more subscribers.
THE NEW YORK TIMES COMPANY – P. 3
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.
We offer a digital bundle subscription package that includes access to our digital news product (which includes
our news website, NYTimes.com, and mobile applications), The Athletic, and our Cooking, Games and Wirecutter
products, as well as standalone digital subscriptions to each of those products and to Audm. Digital subscriptions can
be purchased by individual consumers or as part of group education or group corporate subscriptions.
Our access model for our news, Cooking, Games and Wirecutter products and The Athletic generally offers
users who have registered free access to a limited number of articles or pieces of content before requiring users to
subscribe for access to additional content. We make the choice at times to suspend limits on registered users’ free
access to particularly important news coverage. We also make some of our content free as a way to generate large
audiences that we monetize through advertising or by eventually converting them into subscribers; this includes
Wordle (a daily digital word game) and our podcasts (which are distributed both on our digital platforms and on
third-party platforms).
The Times’s print newspaper, which commenced publication in 1851, is published seven days a week in the
United States. The Times also has an international edition of our print newspaper that is tailored for global audiences
and is the successor to the International Herald Tribune, which commenced publication 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 product, The Athletic, and our Cooking, Games and Wirecutter products.
SUBSCRIBERS, SUBSCRIPTIONS AND AUDIENCE
Our content reaches a broad audience through both digital and print platforms. As of December 31, 2022,
approximately 9.55 million subscribers across 235 countries and territories had purchased approximately 10.98
million paid subscriptions to our digital and print products.
Paid digital-only subscribers totaled approximately 8.83 million as of December 31, 2022. This includes
subscribers with paid digital-only subscriptions to one or more of our news product, The Athletic, or our Cooking,
Games and Wirecutter products. The international portion of subscribers with a paid digital-only subscription that
includes the ability to access the Company’s digital news product represented approximately 19% as of December 31,
2022.
The number of paid digital-only subscribers also includes estimated group corporate and group education
subscriptions (which collectively represented approximately 5% of total paid digital subscribers as of December 31,
2022). The numbers of paid group subscribers and subscriptions 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 2022, NYTimes.com had a
monthly average of approximately 99 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 145 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 25, 2022, 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 31, 2022, The Times’s average circulation (which includes paid and
qualified circulation of the newspaper in print) was approximately 310,000 for weekday (Monday to Friday) and
745,000 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.)
THE NEW YORK TIMES COMPANY – P. 4
ADVERTISING
We offer a comprehensive portfolio of advertising products and services principally to 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 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
2022, digital advertising represented approximately 61% of our advertising revenues.
At the time of its acquisition, The Athletic had a limited advertising business, consisting primarily of podcast
advertising. We are developing 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 2022 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 2022, print advertising represented approximately 39% 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 operate in a highly competitive environment that is subject to rapid change and face 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; our products’ pricing and subscription plans and access models;
visibility on search engines and social media platforms and in mobile application stores; and service. Competition for
advertising revenue is generally based upon the content and format of our products, audience levels and
demographics, advertising rates, service, targeting capabilities, results observed by advertisers and perceived
effectiveness of advertising offerings. We believe that our 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 and provides a
safe and trusted platform for advertisers’ brands.
THE NEW YORK TIMES COMPANY – P. 5
OTHER BUSINESSES
We also derive revenue from other businesses, which primarily include:
• The Company’s licensing of our intellectual property. We license content to digital aggregators in the
business, professional, academic and library markets in addition to licensing select content to third-party
digital platforms for access by their users. As part of our news and syndication services, we license articles,
graphics and photographs to over 1,500 clients, including newspapers, magazines and websites in over 85
countries and territories worldwide. We also license content for use in television, films and books; provide
rights to reprint articles; and create and sell news digests based on our content;
• Our Wirecutter product, which 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) in addition to
advertising and subscription revenue;
• 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 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
approximately 80 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 2022 and 2021, 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.
2022
65,000
9,700
2021
63,600
9,800
(2) We use a mix of coated and supercalendered paper for The New York Times Magazine, and coated paper for T: The New York
Times Style Magazine.
P. 6 – THE NEW YORK TIMES COMPANY
HUMAN CAPITAL
By acting in accordance with our mission and our values – independence, integrity, curiosity, respect,
collaboration and excellence – we serve our readers and society, ensure the continued strength of our journalism and
business, and foster a healthy and vibrant Times culture.
The employees who make up our workplace are vital to the continued success of our mission and business and
central to our long-term strategy. In order to attract, develop, retain and maximize the contributions of world-class
talent, we work to create an engaging and 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.
As of December 31, 2022, we had approximately 5,800 full-time equivalent employees, which includes more
than 2,600 involved in our journalism operation. While we have employees located throughout the world, our
employees are primarily located in the United States.
Building a more diverse, equitable and inclusive workplace
Each year, we prepare an in-depth report on diversity and inclusion to promote accountability over time.
Steps to advance our diversity, equity and inclusion goals include:
• Investing in dedicated resources. We have a dedicated team to lead and support our diversity, equity and
inclusion initiatives.
• Promoting an equitable and respectful workplace culture. This includes a rigorous and transparent process
for investigating workplace complaints and concerns, as well as expectations for our employees 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 seek to continuously improve our talent attraction
programs and practices, including by building diverse candidate pools and pipelines, using inclusive and
accessible job descriptions and promoting equitable recruitment and hiring practices. We invest in programs
like The New York Times Fellowship Program (a one-year work program for up-and-coming journalists), The
New York Times Corps (a talent-pipeline and career-mentorship program for college students) and the
Editing Residency Program (a two-year training program for editors) and support 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, which help create a more inclusive environment for all employees; allow space to connect on shared
experiences; serve as another channel for communication with leadership; and provide mentoring, career
development and volunteering opportunities.
Our annual diversity reports, and more information on our approach to diversity, can be found at
www.nytco.com/company/diversity-and-inclusion. The contents of our diversity reports are not incorporated by
reference into this Annual Report on Form 10-K or in any other report or document we file with the SEC.
Developing talent
We recognize the importance of creating opportunities for employees to develop 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 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 value ongoing development and continuous learning throughout the organization. We strive to support
and provide enriching opportunities to our employees, including through a range of training, talks, professional
THE NEW YORK TIMES COMPANY – P. 7
development resources, and programs such as our employee mentorship program. We also continue to work to
further elevate how we lead, manage and promote people, including bolstering feedback, support and performance
enablement systems.
Providing equitable and competitive total rewards
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
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.
Supporting employees’ health, safety and well-being
Our employees’ well-being is vital to our success, and their physical, mental and financial health are a top
priority. We have invested in a variety of programs based on region that help support their day-to-day wellness
needs and goals, including, but not limited to, health benefits, access to licensed professional counselors, health
coaching and advocacy services, fitness resources, child and elder care help, financial wellness programs and more.
During the Covid-19 pandemic, we transitioned to having the vast majority of our employees work remotely.
We more recently transitioned to a hybrid work environment, with many of our employees expected to work both
from the office and remotely. To prepare for hybrid work, we invested in our offices as well as in technological tools,
and we continue to focus on building workplace experience capabilities to support a variety of work styles where
individuals, teams and our business can be successful. We have also continued to evolve our remote and distributed
work policies and practices and to adapt to evolving workplace and workforce dynamics.
Labor Relations
Approximately 42% of our full-time equivalent employees were represented by unions as of December 31, 2022,
including certain of our technology employees who formed a union in 2022.
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 of our collective bargaining agreements
with the NewsGuild of New York, under which approximately 22% of our full-time equivalent employees are
covered, has expired and negotiations for a new contract are ongoing. Additionally, as indicated below, two collective
bargaining agreements, under which approximately 3% of our full-time equivalent employees are covered, will expire
within one year and negotiations for new contracts are either ongoing or expected to begin in the near future. In
addition, we are in the process of negotiating an initial collective bargaining agreement with certain of our technology
employees. We cannot predict the timing or the outcome of these negotiations.
Employee Category
NewsGuild of New York (The New York Times)
Mailers
Voice Actors
NewsGuild of New York (Wirecutter)
Typographers
Drivers
Machinists
Paperhandlers
Stereotypers
Pressmen
P. 8 – THE NEW YORK TIMES COMPANY
Expiration Date
March 30, 2021
March 30, 2023
October 31, 2023
February 28, 2024
March 30, 2025
March 30, 2026
March 30, 2026
March 30, 2026
March 30, 2026
March 30, 2027
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.
THE NEW YORK TIMES COMPANY – P. 9
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 significant competition in all aspects of our business.
We operate in a highly competitive environment that is subject to rapid change. We compete for audience share
and subscribers, as well as subscription, advertising 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, format, 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;
• our products’ pricing and subscription plans and our content access models;
• our visibility on search engines and social media platforms and in mobile app stores, compared with the
visibility of our competitors;
• our marketing and selling efforts, including our ability to differentiate our products and services from those
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 provide free and/or lower-priced alternatives to our products,
and/or have greater resources than we do, which may allow them to compete more effectively than us. In addition,
several companies with competing news destinations, subscriptions and other products, such as Apple and Alphabet,
control how our content is discovered, displayed and monetized in some of the primary environments in which we
develop relationships with users, 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.
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
subscriber base in the United States and abroad. We have invested and will continue to invest significant resources in
our efforts to do so, including our acquisition of The Athletic and our investments in cross-product integrations such
P. 10 – THE NEW YORK TIMES COMPANY
as our multi-product digital bundle subscription package, 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 depends on many factors both within and beyond our control, including significant news, sports and
other events; user sentiment about the quality of our content and products; the free access we provide to our content;
the format and breadth of our offerings; varied and changing consumer expectations and behaviors (including
consumers’ interest in news content); and our ability to successfully manage changes implemented by search engines
and social media platforms or potential changes in the search ecosystem that affect or could affect the visibility of our
content, among other factors.
Consumers’ willingness to subscribe to our products may depend on a variety of factors, including their
engagement, our subscription plans and pricing, the perceived differentiated value of being a subscriber, our ability
to adapt to changes in technology, consumers’ discretionary spending habits, and our marketing expenditures and
effectiveness, as well as other factors within and outside our control. Our ability to attract subscribers also depends on
the size and speed of development of the markets for high-quality, English-language news, sports information,
puzzles, recipes, shopping advice and/or audio journalism, which are uncertain. We may also face additional
challenges in expanding our subscriber bases to new audiences, which is part of our strategy, and the growth of our
business could be harmed if our expansion efforts do not succeed. For example, 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. Our continued expansion will depend on our ability to adapt, on a cost-effective basis, our content,
products, pricing, marketing and payment processing systems for new audiences. As we increase the size of our
subscriber base, we expect it will become increasingly difficult to maintain our rate of growth.
We must also manage the rate at which subscriptions to our products are canceled — what we refer to as our
“churn.” Subscriptions are canceled for a variety of reasons, including the factors referenced above that impact
consumers’ willingness to subscribe to our products as well as subscribers’ perception that they do not engage with
our content sufficiently, the end of promotional pricing or other adjustments in our subscription pricing, changes in
the payment industry (including changes in payment regulations, standards or policies), and the expiration of
subscribers’ credit cards. New subscriber cohorts may not retain at the same rate as prior cohorts of subscribers,
particularly as we endeavor to encourage users who may spend less time with our products to subscribe.
The future growth of our business and profitability also depends on our ability to successfully monetize our
subscriber relationships. We are investing in efforts to encourage subscribers to use and pay for multiple products,
primarily through our multi-product digital bundle and the integration of our digital products, but there can be no
assurance that such efforts will be successful in attracting, retaining and monetizing subscribers. We have also
invested in efforts to align our pricing model with users’ willingness to pay, and may continue to implement changes
in our pricing, subscription plans or pricing model that could have an adverse impact on our ability to attract, engage
and retain subscribers.
The number of print subscribers continues to decline as the media industry has transitioned from being
primarily print-focused to digital and we do not expect this trend to reverse. We will be limited in our ability to offset
the resulting print revenue declines with revenue from home-delivery price increases, particularly as our print
product becomes more expensive relative to other media alternatives, including our digital products. If we are unable
to 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 user and other metrics are subject to inherent challenges in measurement, and real or perceived inaccuracies in
those metrics may harm our reputation and our business.
We track certain metrics, such as subscribers, average revenue per subscriber and registered users, which are
used to measure our performance and which we use to evaluate growth trends and make strategic decisions. These
metrics are calculated using internal company data as well as information we receive from third parties 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. In addition, we rely on estimates in calculating subscriber
THE NEW YORK TIMES COMPANY – P. 11
and subscription metrics in connection with group corporate and educational subscriptions. The complex systems,
processes and methodologies used to measure these metrics require significant effort, judgment and design inputs,
and are susceptible to human error, technical errors and other vulnerabilities, including those in hardware devices,
operating systems and other third-party products or services on which we rely. We also depend on accurate reporting
by third parties such as Apple and Alphabet, as some of our subscribers purchase their subscriptions through these
intermediaries, and our control over the information available to us from these third parties is limited. Accordingly,
our metrics may not reflect the actual number of people using our products.
Inaccuracies or limitations in these metrics may affect our understanding of certain details of our business,
which could result in suboptimal business decisions and/or affect our longer-term strategies. In addition, we are
continually seeking to improve our estimates of these metrics, which requires continued investment, and as our tools
and methodologies for measuring these metrics evolve, there may be unexpected changes to our metrics. Real or
perceived inaccuracies in our reported metrics could harm our reputation and/or subject us to legal or regulatory
actions and/or adversely affect our operating and financial results.
Our advertising revenues are affected by numerous factors, including market dynamics, evolving digital advertising
trends and the evolution of our strategy.
We derive substantial revenues from the sale of advertising in our products. 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,
advertisers consider the demand for and content and format of our products, demographics of our audience,
advertising rates, targeting capabilities, results observed by advertisers, and perceived effectiveness of advertising
offerings and alternative advertising options.
Companies with 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 advertising
market, and we anticipate that this will continue. In addition, there is continued increasing demand for digital
advertising in formats that are dominated by these platforms, particularly vertical short-form video and streaming,
and we may not be able to compete effectively in these formats. 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.
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
source of competition. 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, practices and consumer expectations that adversely affect our ability to deliver,
target or measure the effectiveness of advertising (including blocking the display of advertising, the phase-out of
browser support for third-party cookies and of mobile operating systems for advertising identifiers, and new privacy
regulations providing for additional consumer rights), may also adversely affect our advertising revenues if we are
unable to develop effective solutions to mitigate their impact.
Our digital advertising offerings include products that use proprietary first-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.
Our digital advertising operations also rely on technologies (particularly Alphabet’s ad manager) that, 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 represents a significant portion of our total advertising revenue, our
revenues from print advertising continue to decline over time, and we do not expect this trend to reverse.
P. 12 – THE NEW YORK TIMES COMPANY
Our business and financial results may be adversely impacted by economic, market, public health and geopolitical
conditions or other events causing significant disruption.
We and the companies with which we do business are subject to risks and uncertainties caused by factors
beyond our control, including economic, public health and geopolitical conditions. These include economic weakness,
uncertainty and volatility, including the potential for a recession; a competitive labor market and evolving workforce
expectations (including for unionized employees); inflation; supply chain disruptions; rising interest rates; the
continued effects of the Covid-19 pandemic; and political and sociopolitical uncertainties and conflicts (including the
war in Ukraine).
These factors may result in declines and/or volatility in our results. For example, advertising spending is
sensitive to economic, public health and geopolitical conditions, and our advertising revenues have been and could be
further adversely affected as advertisers respond to such conditions by reducing their budgets or shifting spending
patterns or priorities, or if they are forced to consolidate or cease operations. Some of our traditional print advertisers
may be particularly susceptible to such impacts, and these factors may further accelerate the decline of our print
advertising revenues over time. In addition, economic, public health and geopolitical conditions may lead to
fluctuations in the size and engagement of our audience, which can impact our ability to attract, engage and retain
audience and subscribers. To the extent economic conditions lead consumers to reduce spending on discretionary
activities, subscribers may increasingly shift to lower-priced subscription options and/or our ability to retain current
and obtain new subscribers or implement price increases could be hindered, which would adversely impact our
subscription revenue. Public health conditions have also resulted and may in the future result in the postponement
and cancellation of live events, adversely affecting our revenues from live events and related services and potentially
the performance of some of our products such as The Athletic.
Our costs may also be adversely affected by economic, public health and/or geopolitical conditions. For
example, if inflation remains at current levels, or increases, for an extended period, our employee-related costs are
likely to increase. Our printing and distribution costs have been impacted and may be further impacted by inflation
and higher costs, including those associated with raw materials, delivery costs and/or utilities. Increased inflation
and market volatility, including as a result of geopolitical conditions, may also adversely impact our investment
portfolio and our pension plan obligations.
Any events causing significant disruption or distraction to the public or to our workforce, or impacting overall
macroeconomic conditions, such as a resurgence of the Covid-19 pandemic or other public health crises, supply chain
disruptions, political instability or crises, war, social unrest, terrorist attacks, natural disasters and other adverse
weather and climate conditions, or other unexpected events, could also disrupt our operations or the operations of
one or more of the third parties on which we rely. If a significant portion of our workforce or the workforces of the
third parties with which we do business (including our advertisers, newsprint suppliers or print and distribution
partners) is unable to work due to illness, power outages, connectivity issues or other causes that impact individuals’
ability to work, our operations and financial performance may be negatively impacted.
The future impact that economic, public health and geopolitical conditions will have on our business,
operations and financial results is uncertain and will depend on numerous evolving factors and developments that
we are not able to reliably predict or mitigate. It is also possible that these conditions may accelerate or worsen the
other risks discussed in this section.
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, and the sub-
brands it encompasses (including The Athletic, Cooking, Games and Wirecutter), 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 are not well received
and that may negatively affect 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 brand and reputation could also be
THE NEW YORK TIMES COMPANY – P. 13
damaged if we fail to provide adequate customer service, or by failures of third-party vendors we rely on in many
contexts. We invest in defining and enhancing our brand and sub-brands. 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.
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.
The price of newsprint has historically been volatile, and its availability may be affected by various factors, including
supply chain disruptions, transportation issues, labor shortages or unrest, conversion to paper grades other than
newsprint and other disruptions that may affect production or deliveries of newsprint. A significant increase in the
price of newsprint, or a significant disruption in our or our partners’ newsprint supply chain, 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 can increase the cost of printing and distributing our
newspapers, decrease our revenues if printing and distribution are disrupted and/or impact the quality of our
printing and distribution. 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, 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.
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 reputation and/or operating
results may be adversely affected. Furthermore, as subscriptions to our and other companies’ print products continue
to decline, our and our vendors’ fixed costs to print and deliver paper products are spread over fewer paper copies.
We may be unable to offset these increasing per-unit costs, alongside decreasing print subscriptions, with revenue
from price increases, and our operating results may be adversely affected.
The international scope of our business exposes us to 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 restrictions on
access to our content and products, the expulsion of journalists or other employees or other restrictive or
retaliatory actions or behavior;
• effectively staffing and managing foreign operations;
• providing for the health and safety of our journalists and other employees and affiliates around the world;
• potential legal, political or social uncertainty and volatility or catastrophic events that could restrict our
journalists’ travel or otherwise adversely impact our operations and business and/or those of the companies
with which we do business;
• navigating local customs and practices;
• protecting and enforcing our intellectual property and other rights under varying legal regimes;
• complying with applicable laws and regulations, including those governing intellectual property; defamation;
publishing certain types of information; labor, employment and immigration; tax; payment processing; the
P. 14 – THE NEW YORK TIMES COMPANY
processing (including the collection, use, retention and sharing), privacy and security of consumer and staff
data; and U.S. and foreign anti-corruption laws and economic sanctions;
• 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.
Environmental, social and governance matters and any related reporting obligations may impact our businesses.
U.S. and international regulators, investors and other stakeholders are increasingly focused on environmental,
social and governance, or ESG, matters. New domestic and international laws and regulations relating to ESG
matters, including human capital, diversity, sustainability, climate change, privacy and cybersecurity, are under
consideration or being adopted. These laws and regulations may include specific, target-driven disclosure
requirements or obligations. Our response to such requirements or obligations, as well as our ESG initiatives, may
require additional investments, increased attention from management and the implementation of new practices and
reporting processes, and involve additional compliance risk. Perceptions of our initiatives may differ widely and
present risks to our brand and reputation. In addition, our ability to implement some initiatives is dependent on
external factors. For example, our ability to carry out our sustainability initiatives may depend in part on third-party
collaboration, mitigation innovations and/or the availability of economically feasible solutions at scale. Any failure,
or perceived failure, by us to comply with complex, technical, and rapidly evolving ESG-related laws and regulations
may negatively impact our reputation and result in penalties or fines.
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 defamation, consumer class
actions and employment-related matters, as well as regulatory, environmental and other proceedings with
governmental authorities and administrative agencies. Adverse outcomes in lawsuits or investigations could result in
significant monetary damages or injunctive relief that could adversely affect our results of operations or financial
condition as well as our ability to conduct our business as it is presently being conducted. In addition, regardless of
merit or outcome, such proceedings can have an adverse impact on the Company as a result of legal costs, diversion
of the attention of management and other personnel, harm to our reputation, and other factors.
Risks Related to Acquisitions, Divestitures and Investments
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 correctly anticipate liabilities, deficiencies, or other claims and/or other costs;
• 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 NEW YORK TIMES COMPANY – P. 15
• the potential loss of key employees;
• risks associated with strategic relationships;
• risks associated with integrating operations and systems, such as financial reporting, internal control,
compliance and information technology (including cybersecurity and data privacy controls) systems, in an
efficient and effective manner; 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
sufficiently advance our business strategy or provide the anticipated benefits, 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.
We completed our acquisition of The Athletic Media Company on February 1, 2022. We have invested and
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.
The success of the acquisition will depend, in part, on our ability to successfully apply our journalistic, subscription,
advertising, marketing and operational expertise, and to create a seamless journalistic, product and commercial
experience and value proposition for our users and advertisers, to help grow The Athletic in an effective, efficient and
profitable manner. We may not be able to achieve our intended strategy or 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.
In addition, we have divested and may in the future divest certain assets or businesses that no longer fit within
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 minority investments in companies, and we may make similar investments in the future.
Such investments 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.
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,
among others: improvements to our digital news product, The Athletic and our other products, including the
enhancement of our users’ experiences of our products and the integration of our products into our multi-product
digital bundle subscription package; various audio and film and television 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 and compliance 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 newer 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
P. 16 – THE NEW YORK TIMES COMPANY
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
result in write-offs of impaired assets and/or adversely affect our business, results of operations and financial
condition.
Risks Related to Our Employees and Pension Obligations
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, retain and maximize the contributions of world-class talent from diverse
backgrounds, and to create the conditions for our people to do their best work, is vital to the continued success of our
business and central to our long-term strategy. Our employees and the individuals we seek to hire (particularly
journalists, people working in digital product development disciplines and talent from diverse backgrounds) are
highly sought after by our competitors and other companies, some of which have greater resources than we have and
may offer compensation and benefits packages that are perceived to be better than ours. As a result, we may incur
significant costs to attract them and/or 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 the compensation and benefits we provide; our reputation;
workplace culture; and progress with respect to diversity, equity and inclusion efforts. Our employee-related costs
have grown in recent years, and they may further increase, including as a result of a competitive labor market and
evolving workforce expectations (including for unionized employees). In addition, stock-based compensation is an
increasing component of our overall compensation, and if the perceived value of our equity awards relative to those
of our competitors declines, including as a result of 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. For example, we have transitioned to hybrid work with many of our employees expected to
work both from the office and remotely, which may make us undesirable to talent that prefers different working
arrangements or locations. 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.
If we were unable to attract and retain a talented and diverse workforce, it would 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. 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.
A significant number of our employees are unionized, and our business and results of operations could be adversely
affected if labor agreements were to increase our costs or further restrict our ability to maximize the efficiency of our
operations.
Approximately 42% of our full-time equivalent employees were represented by unions as of December 31, 2022,
including the technology employees who are members of a union that was certified in 2022. As a result, we are
required to negotiate the wages, benefits and other terms and conditions of employment with many of our employees
collectively. We are in the process of negotiating a renewal of our collective bargaining agreement involving
employees in our newsroom, and a new collective bargaining agreement involving technology employees.
Labor unrest or campaigns by labor organizations have resulted in and may continue to result in negative
publicity, which can adversely impact our reputation, our workplace culture and our ability to recruit, retain and
motivate talent, as well as divert management’s attention, any of which could adversely impact our business. We may
experience significant labor unrest if negotiations to renew expiring collective bargaining agreements, or enter into
new agreements, are not successful or become unproductive, or for other reasons. Our employees have taken and
could take further actions such as strikes, work slowdowns or work stoppages. Such actions could impair our ability
to produce and deliver our products or cause other business interruptions, which may adversely affect our business,
financial results and/or our reputation. We could also incur higher costs from such actions, and/or enter into new
THE NEW YORK TIMES COMPANY – P. 17
collective bargaining agreements or renew collective bargaining agreements on unfavorable terms. If more of our
employees were to unionize, or if future labor agreements were to increase our costs or further restrict our ability to
change our strategy, maximize the efficiency of our operations (including our ability to make adjustments to control
compensation and benefits costs) or otherwise adapt to changing business needs, our business and results could be
adversely affected.
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, which have been increasing in recent years. Employee-
related costs generally do not decrease proportionately with revenues, and our ability to make short-term
adjustments to manage our costs or to make changes to our business strategy is limited by certain of our collective
bargaining agreements. Furthermore, as print-related revenues decline, we cannot always make proportional
reductions in the costs associated with the printing and distribution of our newspaper and our commercial printing
business. 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 this 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. Although as of December 31, 2022, our qualified defined benefit pension plans had
plan assets that were approximately $70 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; demographic changes and
assumptions about mortality; and economic conditions, including a low interest rate environment or sustained
volatility and disruption in the stock and debt 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
approximately $180 million as of December 31, 2022. 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 required contributions to certain plans have been impacted and may be further impacted by changes in our
commercial printing operations.
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
P. 18 – THE NEW YORK TIMES COMPANY
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 and may record additional liabilities in the future, including as a result of a mass withdrawal
declaration by trustees in response to a withdrawal by all or a significant percentage of participating employers in a
plan. Until demand letters from some of the multiemployer pension funds are received, the exact amount of the
withdrawal liability will not be fully known. In addition, due to declines in our contributions, we have recorded
withdrawal liabilities for actual partial withdrawals from several plans in which we continue to participate.
Additional liabilities in excess of the amounts we have recorded 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.
If, in the future, we elect to withdraw from the plans in which we participate 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.
Risks Related to Information Systems and Other Technology
Our success depends on our ability to effectively improve and scale our technical and data infrastructure.
Our ability to attract and retain our users is dependent upon the reliable performance and increasing
capabilities and integration of our products and our underlying technical and data infrastructure. As our business
grows in size, scope and complexity (including as a result of our acquisition of The Athletic and the growth of our
international users), and as legal requirements and consumer expectations continue to evolve, we must continue to
invest significant resources to maintain, integrate, improve, upgrade, scale and protect our products and technical
and data infrastructure, including some legacy systems. Our failure to do so quickly and effectively, or any significant
disruption in our service, could damage our reputation, result in a potential loss of users or ineffective monetization
of products or other missed opportunities, subject us to fines and civil liability and/or adversely affect our financial
results.
We implemented a new financial system at the beginning of 2023 and migrated our general ledger,
consolidation and planning processes onto the new system. As we periodically augment and enhance our financial
systems, we may experience disruptions or difficulties that could adversely affect our operations, the management of
our finances and the effectiveness of our internal control over financial reporting, which in turn may negatively
impact our ability to manage our business and to accurately forecast and report our results, which could harm our
business.
Security incidents 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, user, 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, administrative functions (including payroll processing and certain finance and accounting functions) and
other operations.
THE NEW YORK TIMES COMPANY – P. 19
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 or business email compromise attempts intended to induce our employees,
business affiliates and users to disclose information or unwittingly provide access to systems or data, ransomware,
and other techniques) to disrupt service or exfiltrate data. Information security threats are constantly evolving in
sophistication and volume, 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 and hybrid 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 power, systems or internet outages; natural
disasters (including increased storm severity and flooding), which may occur more frequently or with more severity
as a result of climate change; fires; rogue employees; public health conditions; acts of terrorism; or other similar
events.
We have implemented controls and taken other preventative measures designed to strengthen our systems and
business against such incidents and attacks, including measures designed to reduce the impact of a security incident
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 incident 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 incident 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, unauthorized access to or improper
disclosure of personal data or other 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 incident or defend
against further attacks, divert management’s attention or subject us to liability, or otherwise adversely affect our
business. While we maintain cyber risk insurance, the costs relating to certain kinds of security incidents could be
substantial, and our insurance may not be sufficient to cover all losses related to any future incidents involving 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 the
processing, privacy and security of personal data, as well as laws and regulations with respect to consumer marketing
practices.
Various federal and state laws and regulations, as well as the laws of foreign jurisdictions, govern the
processing, privacy and security of the data we receive from and about individuals, including the European General
Data Protection Regulation and ePrivacy Directive; California’s Consumer Privacy Act and Consumer Privacy Rights
Act; new privacy laws in several states; and others. Failure to protect personal data, provide individuals with
adequate notice of our privacy policies, respond to consumer-rights related requests or obtain required valid consent
where applicable, for example, could subject us to liabilities imposed by these jurisdictions. There has been increased
focus on privacy-related laws and regulations, which continue to evolve and be 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 laws or enact new laws regarding privacy and data protection.
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, automatic-
renewal and cancellation. These laws and regulations differ across jurisdictions and continue to evolve. These laws, as
P. 20 – THE NEW YORK TIMES COMPANY
well as any changes in these laws or how they are interpreted, could adversely affect our ability to attract and retain
subscribers.
Existing and newly adopted laws and regulations with respect to the processing, privacy and security of
personal data, and consumer marketing practices (or new interpretations of existing laws and regulations) have
imposed and may continue to impose obligations that 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, marketing, security or other business 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 expose us to penalties and/or civil or criminal liability and result in claims against us by governmental entities,
classes of litigants or others, regulatory inquiries, negative publicity and a loss of confidence in us by our users and
advertisers. Each of these consequences could adversely affect our business and results of operations. From time to
time, we are party to litigation relating to these laws.
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’ and our own internal systems to process payments. Acceptance
and processing of these payment methods are subject to differing domestic and foreign certifications, rules,
regulations, industry standards (including credit card and banking policies), and laws concerning subscriptions,
billing and automatic-renewals, which continue to evolve. To the extent 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 reissuances of payment cards by credit card issuers; or significant changes to certifications, rules, regulations,
industry standards or laws concerning payment processing, our ability to accept payments could be hindered, we
could experience increased costs and/or be subject to fines and/or civil liability, which could harm our reputation
and adversely impact our revenues, operating expenses and/or 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 subscriber 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 or
remain 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.
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 business continuity or disaster recovery plans or agreements that may currently
be in place with 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 would 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.
THE NEW YORK TIMES COMPANY – P. 21
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. Our ability to do so is
subject to the inherent limitation in protections available under intellectual property laws in the United States and
other applicable jurisdictions. Unauthorized parties have unlawfully misappropriated our brand, content, technology
and other intellectual property and may continue 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.
Risks Related to Common Stock and Debt
We may fail to meet our publicly announced guidance and/or targets, which could cause the trading price of our
Class A Common Stock to decline.
From time to time, we publicly announce guidance and targets, including in connection with our subscribers,
revenues, profit, margin and capital return strategy. Our publicly announced guidance and targets are based upon
assumptions and estimates that are inherently subject to significant business, economic and competitive uncertainties,
many of which are beyond our control, and which may change. Given the dynamic nature of our business, and the
inherent limitations in predicting the future, it is possible that some or all of our assumptions and expectations may
turn out not to be correct and actual results may vary significantly. In addition, any failure to successfully implement
our strategy or the occurrence of any of the other risks and uncertainties described herein could cause our results to
differ from our guidance. Furthermore, analysts and investors may develop and publish their own projections of our
business, which may form a consensus about our future performance. Our actual business results may vary
significantly from that consensus due to a number of factors, many of which are outside of our control. Such
discrepancies, or the unfavorable reception of our guidance and targets, can cause a decline in the trading price of our
Class A Common Stock.
P. 22 – THE NEW YORK TIMES COMPANY
The terms of our credit facility impose restrictions on our operations that could limit our ability to undertake certain
actions.
We are party to a revolving credit agreement that provides for a $350 million unsecured credit facility (the
“Credit Facility”). Certain of our domestic subsidiaries have guaranteed our obligations under the Credit Facility. As
of December 31, 2022, 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, the Company’s financial performance, the
Company’s credit ratings or absence of a credit rating, the liquidity of the overall capital markets and 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, economic 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, N.Y., in our headquarters building
(the “Company Headquarters”), 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. As of December 31, 2022, we had leased approximately 296,000 gross square feet 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 2020, we entered into an agreement to lease, beginning in the second quarter of 2022, and
subsequently sell in February 2025, excess land at this location representing approximately four of our 31 acres.
We believe our facilities are sufficient for our current needs and that suitable additional space will be available
to accommodate any expansion of our operations if needed in the future.
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
42
Employed By
Registrant Since
2009
Meredith Kopit Levien
51
2013
R. Anthony Benten
Diane Brayton
59
54
1989
2004
Roland A. Caputo
62
1986
Jacqueline Welch
53
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 (2020 to 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 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 21, 2023, was as follows: Class A Common Stock: 4,592;
Class B Common Stock: 25.
In February 2023, the Board of Directors approved a quarterly dividend of $0.11 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)
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)
453,672
27,253
328,431
809,356
$
$
$
$
29.35
33.84
33.53
31.20
453,672
27,253
328,431
809,356
$
$
$
$
56,922,000
56,007,000
45,007,000
45,007,000
Period
September 26, 2022 - October 30, 2022
October 31, 2022 - November 27, 2022
November 28, 2022 - December 31, 2022
Total for the fourth quarter of 2022
(1) In February 2022, the Board of Directors approved a $150.0 million Class A stock repurchase program. Through February 21, 2023,
repurchases under that program totaled approximately $127.2 million (excluding commissions) and approximately $22.8 million remained. In
February 2023, the Board of Directors approved a $250.0 million Class A share repurchase program in addition to the amount remaining under
the 2022 authorization. The authorizations provide that shares of Class A Common Stock 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.
There is no expiration date with respect to these authorizations. As of February 21, 2023, there have been no repurchases under the 2023
$250.0 million authorization.
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 31, 2022, on an assumed investment of $100 on December 31, 2017, in the Company, the Standard & Poor’s
S&P 400 MidCap Stock Index, the Standard & Poor’s S&P 1500 Publishing and Printing Index and the Standard &
Poor’s S&P 1500 Media & Entertainment 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,
S&P 1500 Media & Entertainment 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 31, 2022, and results of
operations for the two years ended December 31, 2022. Please read this item together with our Consolidated Financial
Statements and the related Notes included in this Annual Report. We have omitted discussion of 2020 results where it
would be redundant to the discussion previously included in Part II, Item 7 of our 2021 Annual Report on Form 10-K,
filed with the SEC on February 23, 2022, which is incorporated herein by reference.
On February 1, 2022, we acquired The Athletic Media Company, a global digital subscription-based sports
media business that provides national and local coverage of clubs and teams in the United States and around the
world, and beginning in the first quarter of 2022, the Company has two reportable segments: The New York Times
Group and The Athletic. See Note 5 of the Notes to the Consolidated Financial Statements for additional information
related to this acquisition.
The Company has adopted a change to its fiscal calendar and as a result, its 2022 fourth quarter and fiscal year
included an additional six days compared with 2021.
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
Non-Operating and Non-
GAAP Items:
Liquidity and Capital
Resources:
consolidated basis and segment information.
The non-operating and non-GAAP items section provides a comparison of
our non-GAAP financial measures to the most directly comparable GAAP
measures for the two years ended December 31, 2022, and December 26,
2021.
The liquidity and capital resources section provides a discussion of our cash
flows for the two years ended December 31, 2022, and December 26, 2021,
and restricted cash, capital expenditures and third-party financing,
commitments and contingencies existing as of December 31, 2022.
Critical Accounting Estimates: The critical accounting policies and estimates section provides detail with
respect to 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, including our pension liability, funding
status, annual contributions, and actuarial assumptions.
PAGE
28
32
45
50
54
56
EXECUTIVE OVERVIEW
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 our original,
independent and high-quality reporting, storytelling and journalistic excellence set us apart from other news
organizations and are at the heart of what makes our journalism worth paying for. For further information, see “Item
1 — Business – Overview” and “– Our Strategy.”
We generate revenues principally from the sale of subscriptions and advertising. Subscription revenues consist
of revenues from standalone and multi-product bundle subscriptions to our digital products and subscriptions to 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, our live events business,
P. 28 – THE NEW YORK TIMES COMPANY
our student subscription sponsorship program, and television and film. 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-
operating retirement costs and certain identified special items, as applicable. In addition, we present our free cash
flow, defined as net cash provided by operating activities less capital expenditures. 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.”
This report includes a discussion of the estimated impact of the additional six days on our year-over-year
comparison of revenues where meaningful. Management believes that estimating the impact of the additional six
days on the Company’s operating costs and operating profit presents challenges and, therefore, no such estimate is
made with respect to these items. For further detail on the impact of the additional week on our results, see the
discussion below and “— Results of Operations-Non-GAAP Financial Measures.”
2022 Financial Highlights
• On February 1, 2022, we acquired The Athletic Media Company and have included its results in our
Consolidated Financial Statements beginning February 1, 2022.
• Operating profit decreased 24.6% to $202.0 million in 2022 from $268.0 million in 2021. Operating profit
before depreciation, amortization, severance, multiemployer pension plan withdrawal costs and special items
discussed below under “Non-GAAP Financial Measures” (or “adjusted operating profit,” a non-GAAP
measure) increased 3.7% to $347.9 million in 2022 from $335.4 million in 2021. Operating profit margin
(operating profit expressed as a percentage of revenues) decreased to 8.7% in 2022, compared with 12.9% in
2021. Adjusted operating profit margin (adjusted operating profit expressed as a percentage of revenues)
decreased to 15.1% in 2022, compared with 16.2% in 2021.
• Total revenues increased 11.3% to $2.31 billion in 2022 from $2.07 billion in 2021.
• Total subscription revenues increased 14.0% to $1.55 billion in 2022 from $1.36 billion in 2021. Digital-
only subscription revenues increased 26.5% to $978.6 million in 2022 from $773.9 million in 2021. Paid
digital-only subscribers totaled approximately 8.83 million with approximately 10.26 million paid
digital-only subscriptions at the end of 2022, a net increase of 1.01 million digital-only subscribers and
1.10 million digital-only subscriptions compared with the end of 2021. The year-over-year net increase
in digital-only subscribers and subscriptions excludes approximately 1.03 million subscribers and 1.16
million subscriptions, respectively, that were added as a result of the acquisition of The Athletic in the
first quarter of 2022.
• Total advertising revenues increased 5.2% to $523.3 million in 2022 from $497.5 million in 2021, due to
an increase of 8.4% in print advertising revenues and an increase of 3.2% in digital advertising
revenues.
• Operating costs increased 13.8% to $2.05 billion in 2022 from $1.80 billion in 2021. Operating costs before
depreciation, amortization, severance and multiemployer pension plan withdrawal costs (or “adjusted
operating costs,” a non-GAAP measure) increased 12.7% to $1.96 billion in 2022 from $1.74 billion in 2021.
• Operating costs that we refer to as “technology costs,” consisting of product development costs as well
as components of costs of revenues and general and administrative costs as described below, increased
24.5% to $377.2 million in 2022 from $302.9 million in 2021.
• Diluted earnings per share from continuing operations were $1.04 and $1.31 for 2022 and 2021, respectively.
Diluted earnings per share from continuing operations excluding amortization of acquired intangible assets,
severance, non-operating retirement costs and special items discussed below under “Non-GAAP Financial
Measures” (or “adjusted diluted earnings per share,” a non-GAAP measure) were $1.32 and $1.28 for 2022
and 2021, respectively.
THE NEW YORK TIMES COMPANY – P. 29
Industry Trends, Economic Conditions, Challenges and Risks
We operate in a highly competitive environment that is subject to rapid change. 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. We have designed our
strategy to take advantage of both the challenges and opportunities presented by this period of transformation in our
industry.
We and the companies with which we do business are subject to risks and uncertainties caused by factors
beyond our control, including economic, public health and geopolitical conditions. These include economic weakness,
uncertainty and volatility, including the potential for a recession; a competitive labor market and evolving workforce
expectations (including for unionized employees); inflation; supply chain disruptions; rising interest rates; the
continued effects of the Covid-19 pandemic; and political and sociopolitical uncertainties and conflicts (including the
war in Ukraine). These factors may result in declines and/or volatility in our results.
Although we did not see a significant impact from inflation on our financial results in 2022, if inflation remains
at current levels, or increases, for an extended period, our employee-related costs are likely to increase. Our printing
and distribution costs have been impacted and may be further impacted by inflation and higher costs, including those
associated with raw materials, delivery costs and/or utilities.
We actively monitor industry trends, economic conditions, challenges and risks to remain flexible and to
optimize and evolve our business as appropriate; however, the full impact they will have on our business, operations
and financial results is uncertain and will depend on numerous factors and future developments. The risks related to
our business are further described in the section titled “Item 1A — Risk Factors.”
Liquidity
On February 1, 2022, we used approximately $550 million of our cash and cash equivalents to fund the
acquisition of The Athletic Media Company. Throughout 2022, we returned capital to shareholders through
dividends and share repurchases and continued to manage our pension liability as discussed below. As of
December 31, 2022, the Company had cash, cash equivalents and marketable securities of approximately $486 million
and was debt-free.
Capital Return
The Company aims to return at least 50% of free cash flow to stockholders in the form of dividends and share
repurchases over the next three to five years, an increase from the target initially announced in June 2022.
We have paid quarterly dividends on the Class A and Class B Common Stock each quarter since late 2013. In
February 2023, the Board of Directors approved a quarterly dividend of $0.11 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 share repurchase program. Through
February 21, 2023, we repurchased 3,727,594 shares for approximately $127.2 million (excluding commissions) and
approximately $22.8 million remained under this authorization. In February 2023, in addition to the amount
remaining under the 2022 authorization, the Board of Directors approved a $250.0 million Class A share repurchase
program. The authorizations provide that shares of Class A Common Stock 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 to offset the impact of dilution from our equity
compensation program and to return capital to our stockholders. There is no expiration date with respect to these
authorizations. As of February 21, 2023, there have been no repurchases under the 2023 $250.0 million authorization.
Managing Pension Liability
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.
P. 30 – THE NEW YORK TIMES COMPANY
As of December 31, 2022, our qualified pension plans had plan assets that were approximately $70 million
above the present value of future benefits obligations, compared with approximately $74 million as of December 26,
2021. We made contributions of approximately $11 million and $10 million to certain qualified pension plans in 2022
and 2021, respectively. We expect to make contributions in 2023 to satisfy minimum funding requirements of
approximately $11 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 related to multiemployer plans in which we participate as well as multiemployer plans from
which we previously withdrew.
THE NEW YORK TIMES COMPANY – P. 31
RESULTS OF OPERATIONS
Overview
Fiscal year 2022 was comprised of 52 weeks and an additional six days, and fiscal year 2021 was comprised of 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 31,
2022
December 26,
2021
2022 vs.
2021
(52 weeks and six
days)
(52 weeks)
$
978,574
$
773,882
573,788
588,233
1,552,362
1,362,115
318,440
204,848
523,288
232,671
308,616
188,920
497,536
215,226
26.5
(2.5)
14.0
3.2
8.4
5.2
8.1
2,308,321
2,074,877
11.3
Cost of revenue (excluding depreciation and amortization)
1,208,933
1,039,568
267,553
204,185
289,259
82,654
294,947
160,871
250,124
57,502
2,052,584
1,803,012
34,712
14,989
4,069
—
201,967
6,659
40,691
235,999
62,094
—
—
—
3,831
268,034
10,478
32,945
290,501
70,530
16.3
(9.3)
26.9
15.6
43.7
13.8
*
*
*
*
(24.6)
(36.4)
23.5
(18.8)
(12.0)
$
173,905
$
219,971
(20.9)
Sales and marketing
Product development
General and administrative
Depreciation and amortization
Total operating costs
Acquisition-related costs
Multiemployer pension plan liability adjustment
Impairment charge
Lease termination charge
Operating profit
Other components of net periodic benefit costs
Interest income and other, net
Income from continuing operations before income taxes
Income tax expense
Net income attributable to The New York Times Company common
stockholders
* Represents a change equal to or in excess of 100% or one that is not meaningful.
P. 32 – THE NEW YORK TIMES COMPANY
Revenues
Subscription, advertising and other revenues were as follows:
(In thousands)
Subscription
Advertising
Other
Total
Subscription Revenues
Years Ended
% Change
December 31,
2022
December 26,
2021
2022 vs.
2021
(52 weeks and
six days)
(52 weeks)
$
1,552,362
$
1,362,115
523,288
497,536
232,671
215,226
$
2,308,321
$
2,074,877
14.0
5.2
8.1
11.3
Subscription revenues consist of revenues from subscriptions to our digital and print products (which include
our news product, as well as The Athletic and our Cooking, Games, Audm and Wirecutter 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.
Subscription revenues increased 14.0% in 2022 compared with 2021. The increase was primarily due to the large
number of subscribers whose introductory promotional subscriptions have graduated to higher prices, growth in the
number of subscribers to the Company’s digital-only products, the inclusion of subscription revenue from The
Athletic and the impact of the additional six days in the year. The increases in digital-only subscription revenue were
partially offset by a decrease in print subscription revenue. This decrease in 2022 compared with 2021 was primarily
attributable to declines in domestic home delivery revenue and single-copy sales of 2.2% and 4.7%, respectively,
driven by secular trends, partially offset by an increase in home delivery subscription prices and the impact of the
additional six days. There is no print subscription revenue generated from The Athletic.
The Company ended 2022 with approximately 9.55 million paid subscribers with approximately 10.98 million
paid subscriptions across its print and digital products. Of the 9.55 million subscribers, approximately 8.83 million
were paid digital-only subscribers with approximately 10.26 million paid digital-only subscriptions.
There was a net increase of 1,010,000 digital-only subscribers and 1,100,000 digital-only subscriptions at the end
of 2022 compared with the end of 2021. The year-over-year result excludes approximately 1,029,000 subscribers and
1,161,000 subscriptions that were added as a result of the acquisition of The Athletic in the first quarter of 2022.
Print domestic home delivery subscribers totaled approximately 730,000 with 720,000 print subscriptions at the
end of 2022, a net decrease of 70,000 subscribers and 70,000 subscriptions compared with the end of 2021. The year-
over-year decrease is a result of secular declines.
THE NEW YORK TIMES COMPANY – P. 33
The following table summarizes digital and print subscription revenues for the years ended December 31, 2022,
and December 26, 2021:
(In thousands)
Digital-only subscription revenues(1)
Print subscription revenues
Domestic home delivery subscription revenues(2)
Single-copy, NYT International and other subscription revenues(3)
Subtotal print subscription revenues
Total subscription revenues
Years Ended
% Change
December 31,
2022
December 26,
2021
2022 vs.
2021
(52 weeks and
six days)
(52 weeks)
$
978,574
$
773,882
26.5
517,395
529,039
56,393
59,194
573,788
588,233
(2.2)
(4.7)
(2.5)
$
1,552,362
$
1,362,115
14.0
(1) Includes revenue from digital-only bundled and standalone subscriptions to our news product, as well as The Athletic and our Cooking,
Games, Audm and Wirecutter products.
(2) Domestic home delivery subscriptions include access to our digital news product, as well as The Athletic and our Cooking, Games and
Wirecutter products.
(3) NYT International is the international edition of our print newspaper.
We began reporting the number of subscribers and certain supplementary subscriber supplementary metrics
with our first quarter 2022 results. While we are moving toward an emphasis on individual subscriber growth rather
than growth of total subscriptions, we are reporting on the number of subscriptions at least through 2022.
We offer a digital subscription package (or “bundle”) that includes access to our digital news product, as well
as The Athletic and our Cooking, Games and Wirecutter products. We also offer standalone digital subscriptions to
our digital news product, as well as to The Athletic, and our Cooking, Games, Audm and Wirecutter products. The
Company has set out below the number of digital-only, print and total subscribers to the Company’s products as well
as certain additional metrics, including average revenue per subscriber. A digital-only subscriber is defined as a
subscriber who has subscribed (and provided a valid method of payment) for the right to access one or more of the
Company’s digital products.
Beginning with the second quarter of 2022, the Company has updated its rounding methodology for
subscribers (including net subscriber additions), subscriptions (including net subscription additions) and subscriber-
related metrics (other than ARPU) and rounds to the nearest ten thousand instead of the nearest thousand as it had
previously been presenting.
P. 34 – THE NEW YORK TIMES COMPANY
The following table summarizes digital and print subscribers as of the end of the five most recent fiscal
quarters:
Digital-only subscribers (1)
Print subscribers(2)
Total subscribers (3)
December 31,
2022
September 25,
2022
June 26,
2022
March 27,
2022
December 26,
2021
8,830
730
9,550
8,590
740
9,330
8,410
760
9,170
8,230
780
9,010
6,783
795
7,578
(1) Subscribers with paid digital-only subscriptions to one or more of our news product, The Athletic, or our Cooking, Games and Wirecutter
products. Subscribers with a paid domestic home-delivery print subscription to The New York Times are excluded. The number of digital-
only subscribers includes group corporate and group education subscriptions (which collectively represented approximately 5% of paid
digital-only subscribers as of the fourth quarter of 2022). The number of group subscribers is derived using the value of the relevant contract
and a discounted subscription rate.
(2) Subscribers with a paid domestic home delivery or mail print subscription to The New York Times, which also includes access to our digital
news product, as well as The Athletic and our Cooking, Games and Wirecutter products, or a paid print subscription to our Book Review or
Large Type Weekly products. Book Review, Mail and Large Type Weekly subscribers are included in the count of subscribers but not
subscriptions.
(3) The sum of individual metrics may not always equal total amounts indicated due to rounding.
The following table summarizes supplementary subscriber metrics as of the end of the five most recent fiscal
quarters:
December 31,
2022
September 25,
2022
June 26,
2022
March 27,
2022
December 26,
2021
Digital-only subscriber ARPU(1)
Digital-only bundle and multiproduct
subscribers(2)
Digital-only subscribers with News(3)
Digital-only subscribers with The Athletic(4)
$
8.93 $
8.87 $
8.83 $
9.13 $
2,500
6,370
2,680
2,130
6,210
2,290
1,980
6,140
1,690
1,835
6,101
1,216
9.60
1,607
5,826
—
(1) “Digital-only subscriber Average Revenue per User” or “Digital-only subscriber ARPU” is calculated by dividing the average monthly digital
subscription revenue (calculated by dividing digital subscription revenue in the quarter by 3.25 to reflect a 28-day billing cycle) in the
measurement period by the average number of digital subscribers during the period.
(2) Subscribers with a digital bundle or paid digital-only subscriptions that includes access to two or more of the Company’s products, including
through separate standalone subscriptions.
(3) Subscribers with a paid digital-only subscription that includes the ability to access the Company’s digital news product.
(4) Subscribers with a paid digital-only subscription that includes the ability to access The Athletic.
The following table summarizes digital and print subscriptions as of the end of the five most recent fiscal
quarters:
Digital-only subscriptions(1)
Print subscriptions(2)
Total subscriptions(3)
December 31,
2022
September 25,
2022
June 26,
2022
March 27,
2022
December 26,
2021
10,260
720
10,980
10,020
730
9,810
750
9,579
770
10,750
10,560
10,349
8,005
784
8,789
(1) Paid digital-only subscriptions to our news product, as well as The Athletic and our Cooking, Games, Audm and Wirecutter products.
Standalone subscriptions to these products are counted separately and bundle subscriptions are counted as one subscription. The number
of paid digital-only subscriptions includes group corporate and group education subscriptions (which collectively represented approximately
4% of paid digital-only subscriptions as of the fourth quarter of 2022). The number of group subscriptions is derived using the value of the
relevant contract and a discounted subscription rate.
(2) Paid domestic home-delivery print subscriptions to The New York Times, which also include access to our digital news product, as well as
The Athletic and our Cooking, Games and Wirecutter products. Excludes subscriptions to our Book Review or Large Type Weekly products
and subscriptions to The New York Times that are delivered by mail.
(3) The sum of individual metrics may not always equal total amounts indicated due to rounding.
THE NEW YORK TIMES COMPANY – P. 35
We believe that the significant growth over the last several years in subscribers to our products demonstrates
the success of our “subscription-first” strategy and the willingness of our readers to pay for high-quality journalism.
The Company is increasing its emphasis on subscriber growth rather than growth of total subscriptions. The
following charts illustrate the growth in net digital-only subscribers and corresponding subscription revenues as well
as the relative stability of our print domestic home delivery subscription products.
(1) Amounts may not add due to rounding.
(2) Includes access to some of our digital products.
(3) Includes Book Review, Mail and Large Type Weekly subscribers.
(4) Print Other includes single-copy, NYT International and other subscription revenues.
P. 36 – THE NEW YORK TIMES COMPANY
PeriodSubscribers (1)(millions)4.04.86.77.69.60.90.90.80.80.73.03.95.96.88.8Print (2) (3)Digital-only20182019202020212022PeriodSubscription Revenues (1)($ millions)1,0421,0841,1951,3621,55253352552952951710999685956400460598774979Print domestic home delivery (2)Print Other (4)Digital-only20182019202020212022 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 revenue is 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. Other digital advertising includes open-market
programmatic advertising and creative services fees.
The New York Times Group has revenue from all categories discussed above. The Athletic has revenue from
direct-sold display advertising, podcast, email and video advertisements. There was no significant other digital
advertising revenue generated from The Athletic in 2022.
Print advertising includes revenue from column-inch ads and classified advertising, as well as preprinted
advertising, also known as freestanding inserts. There is no print advertising revenue generated from The Athletic.
The following table summarizes digital and print advertising revenues for the years ended December 31, 2022,
and December 26, 2021:
(In thousands)
Advertising revenues
Digital
Print
Total advertising
Years Ended
% Change
December 31,
2022
December 26,
2021
2022 vs.
2021
(52 weeks and
six days)
(52 weeks)
$
318,440 $
308,616
204,848
188,920
$
523,288 $
497,536
3.2 %
8.4 %
5.2 %
Digital advertising revenues, which represented 60.9% of total advertising revenues in 2022, increased $9.8
million, or 3.2%, to $318.4 million, compared with $308.6 million in 2021. The increase was primarily driven by higher
direct-sold advertising at The New York Times Group, the addition of $12.0 million in advertising revenue from The
Athletic, and the impact of the additional six days, which more than offset declines in revenue from fewer
programmatic advertising impressions; in addition, we believe the macroeconomic environment adversely impacted
advertising spend. Core digital advertising revenue increased $29.0 million, which includes $12.0 million from The
Athletic, due to growth in direct-sold display advertising revenue and podcast advertising revenues as well as the
impact of the additional six days in the year. Direct-sold display impressions increased 33%, while the average rate
decreased 16%. Other digital advertising revenue decreased $19.2 million, primarily due to a 19.8% decrease in open-
market programmatic advertising revenue, as well as a 28.7% decrease in creative services fees. Programmatic
impressions decreased by 26%, while the average rate increased 8%.
Print advertising revenues, which represented 39.1% of total advertising revenues in 2022, increased $15.9
million, or 8.4%, to $204.8 million in 2022 compared with $188.9 million in 2021. The increase was primarily in the
entertainment and luxury categories, which were more severely impacted by the effects of the Covid-19 pandemic in
2021. The increase was partially offset by secular trends and in addition we believe the macroeconomic environment
adversely impacted advertising spend.
THE NEW YORK TIMES COMPANY – P. 37
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, our live events business, our student
subscription sponsorship program, and television and film. Digital other revenues, which consist primarily of
Wirecutter affiliate referral revenue, digital licensing revenue, and television and film revenue, totaled $114.6 million
and $111.4 million in 2022 and 2021, respectively. Building rental revenue consists of revenue from the leasing of
floors in our Company Headquarters, which totaled $28.5 million and $22.9 million in 2022 and 2021, respectively.
Other revenues increased 8.1% in 2022 compared with 2021, primarily as a result of higher Wirecutter affiliate
referral revenues mainly due to Wirecutter’s presence on our core news website (NYTimes.com) homepage for the
full year, resulting in increased views, higher revenue from our live events business mainly due to an increase in the
number of in-person events, higher commercial printing revenue as we began printing several News Corporation
publications in mid-2021 and several other publications in 2022 in our College Point, N.Y., printing and distribution
facility, and the impact of the additional six days in the year. These increases were partially offset by lower television
series revenues as a result of fewer episodes in 2022 compared to 2021.
P. 38 – THE NEW YORK TIMES COMPANY
Operating Costs
Operating costs were as follows:
(In thousands)
Operating costs:
Years Ended
% Change
December 31,
2022
December 26,
2021
2022 vs.
2021
(52 weeks and
six days)
(52 weeks)
Cost of revenue (excluding depreciation and amortization)(1)
$
1,208,933
$
1,039,568
Sales and marketing
Product development(1)
General and administrative(1)
Depreciation and amortization(2)
Total operating costs
267,553
294,947
204,185
160,871
289,259
250,124
82,654
57,502
$
2,052,584
$
1,803,012
16.3
(9.3)
26.9
15.6
43.7
13.8
(1) Technology costs, which include product development costs and certain components of cost of revenue and general and administrative costs
as described below, increased 24.5% to $377.2 million in 2022 from $302.9 million in 2021.
(2) Includes amortization of intangible assets related to our acquisitions of approximately $25 million for 2022.
The components of operating costs as a percentage of total operating costs were as follows:
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 31,
2022
December 26,
2021
(52 weeks and
six days)
(52 weeks)
59 %
13 %
10 %
14 %
4 %
58 %
16 %
9 %
14 %
3 %
100 %
100 %
THE NEW YORK TIMES COMPANY – P. 39
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 31,
2022
(52 weeks and
six days)
December 26,
2021
(52 weeks)
52 %
12 %
9 %
13 %
4 %
90 %
50 %
14 %
8 %
12 %
3 %
87 %
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 that include all cloud
and cloud-related costs as well as compensation for employees that enhance and maintain that infrastructure.
Cost of revenue increased in 2022 by $169.4 million, or 16.3%, compared with 2021, largely due to higher
journalism costs of $112.6 million, higher subscriber servicing costs of $23.3 million, higher print production and
distribution costs of $17.7 million, higher digital content delivery costs of $12.8 million, and higher advertising service
costs of $2.9 million. The increase in journalism costs was largely driven by the inclusion of $64.5 million in
journalism costs from The Athletic, as well as growth in the number of employees who work in The New York Times
Group newsroom and on our Cooking, Games, audio and Wirecutter products. The increase in subscriber servicing
costs was primarily due to the inclusion of $7.6 million in subscriber servicing costs from The Athletic, and higher
credit card processing fees and third-party commissions due to increased subscriptions. The increase in print
production and distribution costs was largely due to an increase in newsprint pricing and fuel costs which were
impacted by inflation and increased commercial printing activity. The increase in digital content delivery costs was
primarily due to higher cloud-related costs for The New York Times Group, the inclusion of $1.3 million in digital
content delivery costs from The Athletic, and higher compensation and benefits. Advertising servicing costs increased
primarily due to an increase in live events. Technology costs in cost of revenue, which include costs related to content
delivery and subscriber technology, increased 21.2% to $106.3 million compared with $87.7 million in 2021 due to the
growth in the number of employees and increases in cloud-related costs.
Sales and Marketing
Sales and marketing includes costs related to the Company’s marketing efforts as well as advertising sales costs.
Sales and marketing costs decreased in 2022 by $27.4 million, or 9.3%, compared with 2021, primarily due to
lower media expenses, offset by the inclusion of $23.6 million in sales and marketing costs from The Athletic in 2022.
Media expenses, a component of sales and marketing costs that represents the cost to promote our subscription
business, decreased to $134.1 million in 2022 from $187.3 million in 2021. The decrease was the result of lower brand
marketing expenses at The New York Times Group, partially offset by the inclusion media expenses from The
Athletic of $15.3 million in 2022.
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. All product
development costs are technology costs.
Product development costs increased in 2022 by $43.3 million, or 26.9%, compared with 2021, largely due to
growth in the number of digital product development employees in connection with digital subscription strategic
initiatives and the inclusion of product development costs from The Athletic of $15.0 million in 2022.
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.
General and administrative costs increased in 2022 by $39.1 million, or 15.6%, compared with 2021, primarily as
a result of growth in the number of employees, the inclusion of $ 9.6 million in general and administrative costs from
The Athletic and higher building operations and maintenance costs related to employees returning to the office.
Technology costs in general and administrative costs, which include costs related to technology and information
security, increased 23.1% to $66.8 million compared with $54.3 million in 2021.
Depreciation and Amortization
Depreciation and amortization costs increased $25.2 million, or 43.7%, in 2022 compared with 2021. The
increase is due to The Athletic’s intangible assets amortization of approximately in 2022, and higher equipment
depreciation, partially offset by lower depreciation from software assets.
THE NEW YORK TIMES COMPANY – P. 41
Segment Information
We acquired The Athletic Media Company on, and the results of The Athletic have been included in our
Consolidated Financial Statements beginning, February 1, 2022. Beginning in the first quarter of 2022, we have two
reportable segments: The New York Times Group and The Athletic. Management, including our President and Chief
Executive Officer (who is our Chief Operating Decision Maker), uses adjusted operating profit by segment (as defined
below) in assessing performance and allocating resources. We include in our presentation revenues and adjusted
operating costs (as defined below) to arrive at adjusted operating profit by segment. See “Non-GAAP Financial
Measures” below for more information on adjusted operating costs and adjusted operating profit.
Subscription revenue from our multi-product digital subscription package (or “bundle”) is allocated to The
New York Times Group and The Athletic. We allocate revenue first to our digital news product based on its list price
and then the remaining bundle revenue is allocated to the other products in the bundle, including The Athletic, based
on their relative list price. The direct variable expenses associated with the bundle, which include credit card fees,
third-party fees and sales taxes, are allocated to The New York Times Group and The Athletic based on a historical
actual percentage of these costs to bundle revenue.
(in thousands)
Revenues
Years Ended
% Change
December 31,
2022
December 26,
2021
2022 vs.
2021
(52 weeks and
six days)(1)
(52 weeks)
The New York Times Group
$ 2,222,589
$ 2,074,877
7.1 %
The Athletic
Total revenues
Adjusted operating costs
The New York Times Group
The Athletic
Total adjusted operating costs
Adjusted operating profit
The New York Times Group
The Athletic
Total adjusted operating profit
85,732
—
*
$ 2,308,321
$ 2,074,877
11.3 %
$ 1,838,784
$ 1,739,478
5.7 %
121,606
—
*
$ 1,960,390
$ 1,739,478
12.7 %
$
383,805
$
335,399
14.4 %
(35,874)
—
*
$
347,931
$
335,399
3.7 %
Adjusted operating profit margin % - New York Times Group
17.3 %
16.2 %
110 bps
(1) The results of The Athletic have been included in our Consolidated Financial Statements beginning February 1, 2022.
* Represents a change equal to or in excess of 100% or not meaningful.
P. 42 – THE NEW YORK TIMES COMPANY
Revenues detail by segment
(in thousands)
The New York Times Group
Subscription
Advertising
Other
Total
The Athletic
Subscription
Advertising
Other
Total
The New York Times Company
Subscription
Advertising
Other
Total
Years Ended
% Change
December 31,
2022
December 26,
2021
2022 vs.
2021
(52 weeks and
six days)(1)
(52 weeks)
$
1,479,209 $
1,362,115
511,320
497,536
232,060
215,226
$
2,222,589 $
2,074,877
$
73,153 $
11,968
611
$
85,732 $
—
—
—
—
8.6 %
2.8 %
7.8 %
7.1 %
*
*
*
*
$
1,552,362 $
1,362,115
14.0 %
523,288
497,536
232,671
215,226
5.2 %
8.1 %
$
2,308,321 $
2,074,877
11.3 %
(1) The results of The Athletic have been included in our Consolidated Financial Statements beginning February 1, 2022.
* Represents a change equal to or in excess of 100% or not meaningful.
THE NEW YORK TIMES COMPANY – P. 43
Adjusted operating costs (operating costs before depreciation and amortization, severance and multiemployer
pension plan withdrawal costs) detail by segment
(in thousands)
The New York Times Group
Years Ended
% Change
December 31,
2022
December 26,
2021
2022 vs.
2021
(52 weeks and
six days)(3)
(52 weeks)
Cost of revenue (excluding depreciation and amortization)
$
1,135,518 $
1,039,568
9.2 %
Sales and marketing
Product development
Adjusted general and administrative(1)
Total
The Athletic
243,936
294,947
(17.3) %
189,027
160,871
17.5 %
270,303
244,092
10.7 %
$
1,838,784 $
1,739,478
5.7 %
Cost of revenue (excluding depreciation and amortization)
$
73,415 $
Sales and marketing
Product development
Adjusted general and administrative(2)
Total
The New York Times Company
23,617
15,158
9,416
$
121,606 $
—
—
—
—
—
*
*
*
*
*
Cost of revenue (excluding depreciation and amortization)
$
1,208,933 $
1,039,568
16.3 %
Sales and marketing
Product development
Adjusted general and administrative
Total
267,553
294,947
(9.3) %
204,185
160,871
26.9 %
279,719
244,092
14.6 %
$
1,960,390 $
1,739,478
12.7 %
(1) Excludes severance of $4.7 million for the 12 months of 2022 and multiemployer pension withdrawal costs of $4.9 million for the 12 months
of 2022. Excludes severance of $0.9 million for the 12 months of 2021 and multiemployer pension withdrawal costs of $5.2 million for the 12
months of 2021.
(2) Excludes $0.2 million of severance for the 12 months of 2022.
(3) The results of The Athletic have been included in our Consolidated Financial Statements beginning February 1, 2022.
* Represents a change equal to or in excess of 100% or not meaningful.
The New York Times Group
The New York Times Group revenues increased in 2022 by $147.7 million, or 7.1%, compared with 2021.
Subscription revenues increased by $117.1 million, or 8.6%, compared with 2021, primarily due to growth in
subscription revenues from digital-only products. Advertising revenues increased by $13.8 million, or 2.8%,
compared with 2021, primarily due to growth in print advertising.
The New York Times Group adjusted operating costs increased in 2022 by $99.3 million, or 5.7%, compared
with 2021, primarily related to growth in the number of employees, partially offset by lower media expenses.
The New York Times Group adjusted operating profit increased in 2022 by $48.4 million, or 14.4%, compared
with 2021, as higher revenues and the impact of the additional six days in the year more than offset higher costs.
P. 44 – THE NEW YORK TIMES COMPANY
The Athletic
The Athletic revenues totaled $85.7 million in 2022 (from February 1, 2022), primarily from subscription
revenues.
The Athletic adjusted operating costs totaled $121.6 million in 2022 (from February 1, 2022) largely from cost of
revenue, which was primarily related to journalism costs.
The Athletic adjusted operating loss totaled $35.9 million in 2022 (from February 1, 2022).
Other Items
See Note 7 of the Notes to the Consolidated Financial Statements for more information regarding other items.
NON-OPERATING AND NON-GAAP ITEMS
Interest Income and Other, Net
See Note 7 of the Notes to the Consolidated Financial Statements for information regarding interest income 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.
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 amortization of acquired intangible assets,
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);
• operating costs before depreciation, amortization, severance and multiemployer pension plan withdrawal
costs (or adjusted operating costs); and
• free cash flow (defined as net cash provided by operating activities less capital expenditures).
The special items in 2022 consisted of:
• a $22.1 million charge ($16.2 million or $0.10 per share after tax) in connection with the Company’s
withdrawal from a multiemployer pension plan;
• a $4.1 million charge ($3.0 million or $0.02 per share after tax) related to an impairment of an indefinite-lived
intangible asset;
• a $7.1 million gain ($5.2 million or $0.03 per share after tax) related to a multiemployer pension liability
adjustment;
• a $34.2 million gain ($24.9 million or $0.15 per share after tax) related to an agreement to lease and
subsequently sell approximately four acres of land at our printing and distribution facility in College Point,
N.Y. The gain is included in Interest income and other, net in our Consolidated Statements of Operations; and
• a $34.7 million of pre-tax costs ($25.4 million or $0.15 per share after tax) related to the acquisition
THE NEW YORK TIMES COMPANY – P. 45
of The Athletic Media Company. Acquisition-related costs primarily include expenses paid in connection
with the acceleration of The Athletic Media Company stock options, and legal, accounting, financial advisory
and integration planning expenses.
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 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.
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.
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.
Beginning with the fourth quarter of 2022, the Company has updated its definition of adjusted diluted earnings
per share from continuing operations to exclude amortization of acquired intangible assets in addition to previously
excluded severance, non-operating retirement costs and special items. Excluding amortization of acquired intangible
assets to arrive at adjusted diluted earnings per share allows for comparability between periods of the Company’s
operating performance.
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.
Excluded from our non-GAAP financial measures are non-operating retirement costs that 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.
The Company considers free cash flow, which is defined as net cash provided by operating activities less capital
expenditures, to provide useful information to management and investors about the amount of cash that is available
to be used to strengthen the Company’s balance sheet and for strategic opportunities including, among others,
investing in the Company’s business, strategic acquisitions, dividend payouts and repurchasing stock. See “Liquidity
and Capital Resources — Free Cash Flow” below for more information and a reconciliation of free cash flow to net
cash provided by operating activities.
P. 46 – THE NEW YORK TIMES COMPANY
Reconciliations of non-GAAP financial measures from, respectively, diluted earnings per share from continuing
operations, operating profit and operating costs, the most directly comparable GAAP items, as well as details on the
components of non-operating retirement costs, are set out in the tables below.
In addition, the Company has adopted a change to its fiscal calendar and as a result, its 2022 fourth quarter and
fiscal year included an additional six days compared with 2021. Included below is the estimated impact of the
additional six days on fiscal year revenue. Management believes that estimating the impact of the additional six days
on the Company’s operating costs and operating profit presents challenges and, therefore, no such estimate is made
with respect to these items.
Reconciliation of diluted earnings per share from continuing operations excluding amortization of acquired intangible assets,
severance, non-operating retirement costs and special items (or adjusted diluted earnings per share from continuing operations)
Diluted earnings per share from continuing operations
$
1.04
$
1.31
(20.6) %
Years Ended
% Change
December 31,
2022
December 26,
2021
2022 vs.
2021
(52 weeks and
six days)
(52 weeks)
Add:
Amortization of acquired intangible assets
Severance
Non-operating retirement costs:
Multiemployer pension plan withdrawal costs
Other components of net periodic benefit costs
Special items:
Acquisition-related costs
Gain from non-marketable equity security
Impairment charge
Lease termination charge
Gain on the sale of land
Multiemployer pension plan liability adjustment (1)
Income tax expense/(benefit) of adjustments
0.16
0.03
0.03
0.04
0.21
—
0.02
—
(0.20)
0.09
(0.10)
Adjusted diluted earnings per share from continuing operations (2)(3)
$
1.32
$
0.01
0.01
0.03
0.06
—
(0.16)
—
0.02
—
—
0.01
1.28
*
*
—
(33.3) %
*
*
*
*
*
*
*
3.1 %
* Represents a change equal to or in excess of 100% or one that is not meaningful.
(1) Twelve months ended December 31, 2022, includes a loss of $0.13 related to an estimated charge for a withdrawal from a multiemployer
pension plan, partially offset by a gain of $0.04 resulting from a multiemployer pension liability adjustment.
(2) Amounts may not add due to rounding.
(3) Recast to conform 2021 periods to the updated definition of adjusted diluted earnings per share.
THE NEW YORK TIMES COMPANY – P. 47
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:
Depreciation and amortization
Severance
Multiemployer pension plan withdrawal costs
Special items:
Acquisition-related costs
Impairment charge
Lease termination charge
Multiemployer pension plan liability adjustment
Years Ended
December 31,
2022
December 26,
2021
(52 weeks and
six days)
(52 weeks)
% Change
2022 vs.
2021
$
201,967
$
268,034
(24.6) %
82,654
57,502
43.7 %
4,669
4,871
34,712
4,069
—
14,989
882
5,150
—
—
3,831
—
*
(5.4) %
*
*
*
*
Adjusted operating profit
$
347,931
$
335,399
3.7 %
Divided by:
Revenue
Operating profit margin
Adjusted operating profit margin
2,308,321
2,074,877
11.3 %
8.7 %
15.1 %
12.9 %
(420) bps
16.2 %
(110) 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:
Depreciation and amortization
Severance
Multiemployer pension plan withdrawal costs
Years Ended
December 31,
2022
December 26,
2021
(52 weeks and
six days)
(52 weeks)
% Change
2022 vs.
2021
$
2,052,584
$
1,803,012
13.8 %
82,654
57,502
43.7 %
4,669
4,871
882
*
5,150
(5.4) %
Adjusted operating costs
$
1,960,390
$ 1,739,478
12.7 %
P. 48 – THE NEW YORK TIMES COMPANY
Reconciliation of revenues excluding the estimated impact of the additional six days in 2022
December 31,
December 31,
Years Ended
% Change
(In thousands)
Digital subscription revenue
Print subscription revenue
Total subscription revenue
Digital advertising revenue
Print advertising revenue
Total advertising revenues
Other revenue
Total revenues
As Reported
2022
Additional Six
Days
2022
Adjusted
December 26,
2021
2022 vs.
2021
$
978,574 $
(16,981) $
961,593 $
773,882
573,788
(5,120)
568,668
588,233
1,552,362
(22,101)
1,530,261
1,362,115
318,440
204,848
523,288
(5,398)
313,042
(1,267)
203,581
(6,665)
516,623
308,616
188,920
497,536
232,671
(1,743)
230,928
215,226
$
2,308,321 $
(30,509) $
2,277,812 $
2,074,877
24.3 %
(3.3) %
12.3 %
1.4 %
7.8 %
3.8 %
7.3 %
9.8 %
THE NEW YORK TIMES COMPANY – P. 49
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:
Years Ended
December 31,
2022
December 26,
2021
% Change
2022 vs.
2021
$
221,385
$
319,973
264,889
754,455
486,274
1,074,428
1,597,967
1,538,720
(30.8)
(64.9)
(54.7)
3.9
Current assets to current liabilities
1.15
1.70
(1) Approximately $550.0 million of cash and marketable securities were used in February 2022 to fund the purchase price of The Athletic Media
Company (refer to commentary below).
Our primary sources of cash from operations were revenues from subscription and advertising sales.
Subscription and advertising revenues provided about 67% and 23%, respectively, of total revenues in 2022. 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, our live events business,
our student subscription sponsorship program, and television and film.
Our primary uses of cash from operations were for consideration paid for the acquisition of The Athletic Media
Company in February 2022, 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.
As of December 31, 2022, we had cash and cash equivalents and marketable securities of $486.3 million and
approximately $350 million in available borrowings, and no amounts were outstanding under the Credit Facility. Our
cash and cash equivalents and marketable securities balances decreased in 2022, primarily due to consideration paid
for the acquisition of The Athletic Media Company, cash used for shares repurchases, dividend payments and capital
expenditures, partially offset by cash proceeds from operating activities. Approximately $550.0 million of cash and
marketable securities were used in February 2022 to fund the purchase price of The Athletic Media Company (see
Note 5 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 2023,
the Board of Directors approved a quarterly dividend of $0.11 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.
In February 2022, the Board of Directors approved a $150.0 million Class A share repurchase program. Through
February 21, 2023, repurchases under that program totaled approximately $127.2 million (excluding commissions)
and approximately $22.8 million remained. In February 2023, the Board of Directors approved a $250.0 million Class
A share repurchase program in addition to the amount remaining under the 2022 authorization. The authorizations
provide that shares of Class A Common Stock 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 to offset the impact of dilution from our equity compensation program and to
return capital to our stockholders. There is no expiration date with respect to these authorizations. As of February 21,
2023, there have been no repurchases under the 2023 $250.0 million authorization.
P. 50 – THE NEW YORK TIMES COMPANY
During 2022, we made contributions of $11.2 million to certain qualified pension plans funded by cash on hand.
As of December 31, 2022, our qualified pension plans had plan assets that were $69.5 million above the present value
of future benefits obligations, a decrease of $4.8 million from $74.3 million as of December 26, 2021. We expect
contributions made to satisfy minimum funding requirements to total approximately $11 million in 2023.
Beginning in 2022, the Tax Cuts and Jobs Act of 2017 eliminated the option to deduct research and development
expenditures immediately in the year incurred and instead requires taxpayers to capitalize and amortize such
expenditures over five years. In 2022, our cash from operations decreased by approximately $60 million and our net
deferred tax assets increased by a similar amount as a result of this legislation. In 2023, we expect a negative impact
on our cash from operations of approximately $45 million. The actual impact on fiscal 2023 cash from operations will
depend on the amount of research and development costs we incur.
The Inflation Reduction Act of 2022 was signed into law in August 2022. We do not expect the tax-related
provisions of this legislation to have a material impact on our consolidated financial statements.
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 31,
2022
December 26,
2021
2022 vs.
2021
$
$
$
150,687
$
269,098
(73,561) $
(180,807)
(44.0)
(59.3)
(174,306) $
(54,947)
217.2
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 2022 compared with 2021 due to higher cash payments
for incentive compensation, higher cash tax payments due to a provision in the Tax Cuts and Jobs Act deferring the
deduction for research and development expenditures, a payment related to the acceleration of The Athletic Media
Company stock options in connection with the acquisition, lower net income and an increase in prepaid expenses,
partially offset by higher cash collections from accounts receivable.
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 and acquisitions of new businesses and investments.
Net cash used in investing activities in 2022 was primarily related to $515.6 million in consideration paid for
acquisitions, net of cash acquired, and $37.0 million in capital expenditures payments, partially offset by $478.3
million net maturities of marketable securities.
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 2022 was primarily related to share repurchases of $105.1 million
(excluding commissions), dividend payments of $56.8 million and share-based compensation tax withholding
payments of $9.9 million.
THE NEW YORK TIMES COMPANY – P. 51
See “— Third-Party Financing” below and our Consolidated Statements of Cash Flows for additional
information on our sources and uses of cash.
Free Cash Flow
Free cash flow is a non-GAAP financial measure defined as net cash provided by operating activities, less
capital expenditures. The Company considers free cash flow to provide useful information to management and
investors about the amount of cash that is available to be used to strengthen the Company’s balance sheet and for
strategic opportunities including, among others, investing in the Company’s business, strategic acquisitions, dividend
payouts and repurchasing stock. In addition, management uses free cash flow to set targets for return of capital to
stockholders in the form of dividends and share repurchases.
The Company aims to return at least 50% of free cash flow to stockholders in the form of dividends and share
repurchases over the next three to five years, an increase from the target initially announced in June 2022.
The following table presents a reconciliation of net cash provided by operating activities to free cash flow:
(In thousands)
Net cash provided by operating activities
Less: Capital expenditures
Free cash flow
Restricted Cash
Years Ended
December 31,
2022
December 26,
2021
$
150,687
$
269,098
(36,961)
(34,637)
$
113,726
$
234,461
We were required to maintain $13.8 million of restricted cash as of December 31, 2022, and $14.3 million as of
December 26, 2021, substantially all of which is set aside to collateralize workers’ compensation obligations.
Capital Expenditures
Capital expenditures totaled approximately $36 million and $35 million in 2022 and 2021, respectively. The
increase in capital expenditures in 2022 was primarily driven by higher expenditures to enhance technologies that
support our transition to hybrid work with employees working both from the office and remotely and higher
expenditures related to improvements at our College Point, N.Y., printing and distribution facility, partially offset by
lower expenditures for improvements in our Company Headquarters. The expenditures in 2021 and 2022 were
intended to address growth in the number of employees and support hybrid work. The cash payments related to the
capital expenditures totaled approximately $37 million and $35 million in 2022 and 2021, respectively, due to the
timing of the payments. In 2023, 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 clubs and teams in the United
States and around the world, for an all-cash purchase price of $550.0 million, subject to customary closing
adjustments (see Note 5 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
On July 27, 2022, we entered into a $350.0 million five-year unsecured Credit Facility that amended and
restated a prior facility. Certain of our domestic subsidiaries have guaranteed our obligations under the Credit
Facility. As of December 31, 2022, there was approximately $0.6 million in outstanding letters of credit and the
remaining committed amount remains available. As of December 31, 2022, there were no outstanding borrowings
under the Credit Facility and the Company was in compliance with the financial covenants contained in the Credit
P. 52 – THE NEW YORK TIMES COMPANY
Facility. See Note 7 of the Notes to the Consolidated Financial Statements for information regarding the Credit
Facility.
Contractual Obligations
The information provided is based on management’s best estimate and assumptions of our contractual
obligations as of December 31, 2022. 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
2023
2024-2025
2026-2027
Later Years
$
83,083
$
12,424
$
21,028
$
16,306
$
33,325
314,766
41,559
81,942
79,375
111,890
$
397,849
$
53,983
$
102,970
$
95,681
$
145,215
(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 2027-2032. 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 2032, 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 $14.6 million as of December 31, 2022.
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 $2 million of
accrued interest as of December 31, 2022. 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 $5.3 million as of December 31,
2022, is included in Accrued expenses and other, for the current portion of the liability, and Other Liabilities — Other, for
the long-term portion of the liability, in our Consolidated Balance Sheets. See Note 8 of the Notes to the Consolidated
Financial Statements for more information.
THE NEW YORK TIMES COMPANY – P. 53
We have a contract through the end of 2025 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.
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, see Note 2 of the Notes to the Consolidated Financial Statements.
Goodwill and Intangibles
We evaluate whether there has been an impairment of goodwill or indefinite-lived intangible assets 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 31,
2022
December 26,
2021
$
$
414,046
317,314
$
$
166,360
14,246
$ 2,533,752
$ 2,564,108
29 %
7 %
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 indefinite-lived intangible assets 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.
Intangible assets that are amortized are tested for impairment at the asset level associated with the lowest level
of cash flows whenever events or changes in circumstances indicate that the carrying value of an asset may not be
recoverable. 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
P. 54 – THE NEW YORK TIMES COMPANY
analysis is the annual long-range financial forecast. The annual planning process that we undertake to prepare the
long-range financial forecast takes into consideration a multitude of factors, including historical growth rates and
operating performance, related industry trends, macroeconomic conditions, and marketplace data, among others.
Assumptions are also made for perpetual growth rates for periods beyond the long-range financial forecast period.
Our estimates of fair value are sensitive to changes in all of these variables, certain of which relate to broader
macroeconomic conditions outside our control.
The market approach analysis includes applying a multiple, based on comparable market transactions, to
certain operating metrics of a reporting unit.
The significant estimates and assumptions used by management in assessing the recoverability of goodwill and
intangibles are estimated future cash flows, discount rates, growth rates and 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 our 2022 annual impairment testing, based on our qualitative assessment, we concluded that goodwill is not
impaired and we recorded a $4.1 million impairment of our indefinite-lived intangible asset. See Notes 2 and 5 of the
Notes to the Consolidated Financial Statements for more information regarding our impairment testing.
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 and the long-
term return on plan assets. 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. 55
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 31,
2022
December 26,
2021
$
$
284,460
$
363,445
933,780
$ 1,023,383
Percentage of pension and other postretirement liabilities to total liabilities
30.5 %
35.5 %
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 31, 2022, is as follows:
(In thousands)
Pension obligation
Fair value of plan assets
Pension asset/(obligation), net
December 31, 2022
Qualified
Plans
Non-Qualified
Plans
All Plans
$
1,076,412
$
179,608
$
1,256,020
1,145,933
—
1,145,933
$
69,521
$
(179,608) $
(110,087)
We made contributions of approximately $11 million to the APP in 2022. We expect contributions made to
satisfy minimum funding requirements to total approximately $11 million in 2023.
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 2022. Our plan assets had an average rate of
return of approximately -21.93% in 2022 and an average annual return of approximately -2.36% over the three-year
period 2020-2022. We regularly review our actual asset allocation and periodically rebalance our investments to meet
our investment strategy.
P. 56 – 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 2023 expected long-term rate of
return to be 5.60%. If we had decreased our expected long-term rate of return on our plan assets by 50 basis points in
2022, 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 5.66% for our qualified plans and 5.64% for
our non-qualified plans as of December 31, 2022.
If we had decreased the expected discount rate by 50 basis points for our qualified plans and our non-qualified
plans in 2022, pension expense would have increased by approximately $0.6 million and our pension obligation
would have increased by approximately $64 million as of December 31, 2022.
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 $74 million as of
December 31, 2022. 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 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. 57
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 $2.5 million in the market value of our marketable debt securities as of December 31, 2022.
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 business and results could be adversely
affected if future labor negotiations or contracts were to increase our costs or further restrict our ability to
maximize the efficiency of our operations, or if more of our employees were to be unionized. In addition, 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.
See Notes 4, 9 and 10 of the Notes to the Consolidated Financial Statements.
P. 58 – THE NEW YORK TIMES COMPANY
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
THE NEW YORK TIMES COMPANY 2022 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 31, 2022, and December 26, 2021
Consolidated Statements of Operations for the years ended December 31, 2022, December 26, 2021,
and December 27, 2020
Consolidated Statements of Comprehensive Income/(Loss) for the years ended December 31, 2022,
December 26, 2021, and December 27, 2020
Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2022,
December 26, 2021, and December 27, 2020
Consolidated Statements of Cash Flows for the years ended December 31, 2022, December 26, 2021,
and December 27, 2020
Notes to the Consolidated Financial Statements
1. Basis of Presentation
2. Summary of Significant Accounting Policies
3. Revenue
4. Marketable Securities
5. Business Combination
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 31, 2022
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74
74
74
80
83
85
87
88
89
91
101
104
105
107
108
110
111
114
117
117
118
THE NEW YORK TIMES COMPANY – P. 59
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, as amended. 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 2022, 2021 and 2020. 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 61.
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 31, 2022, 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 31, 2022, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP.
Management has excluded The Athletic Media Company and its subsidiaries from its assessment of internal
control over financial reporting as of December 31, 2022, because The Athletic Media Company and its subsidiaries
were acquired by the Company on February 1, 2022. The Athletic Media Company and its subsidiaries are wholly-
owned subsidiaries of the Company and their consolidated total assets and total revenues represented approximately
21% and 4%, respectively, of the Company’s consolidated total assets and total revenues as of and for the year ended
December 31, 2022. The Athletic is a separate reportable segment of the Company.
The effectiveness of the Company’s internal control over financial reporting as of December 31, 2022, 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 64 in this Annual Report on Form 10-K.
P. 60 – 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 31, 2022 and December 26, 2021, 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 31, 2022, and the related notes and the financial statement schedule listed at Item 15(A)(2) of
The New York Times Company’s 2022 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 31, 2022 and December 26, 2021, and the results of
its operations and its cash flows for each of the three fiscal years in the period ended December 31, 2022, 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 Company’s internal control over financial reporting as of December 31, 2022, 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 28, 2023 expressed an unqualified
opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to
express an opinion on the 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 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 Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial
statements that were communicated or required to be communicated to the Audit Committee and that: (1) relate to
accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,
subjective or complex judgments. The communication of critical audit matters 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
matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which
they relate.
THE NEW YORK TIMES COMPANY – P. 61
Description of
the matter
How we
addressed the
matter in our
audit
Valuation of the pension benefit obligation
At December 31, 2022, the aggregate defined benefit pension obligation was $1,256 million
which exceeded the fair value of pension plan assets of $1,146 million, resulting in an unfunded
defined benefit pension obligation of $110 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 rates and long-term 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 rates and long-term return on plan assets, 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 and the significant actuarial assumptions discussed above. 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, and other. In
addition, we involved actuarial specialists to assist in evaluating the key assumptions. To
evaluate the discount rates, 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 long-term 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.
P. 62 – THE NEW YORK TIMES COMPANY
Description of
the matter
How we
addressed the
matter in our
audit
Valuation of trademark and existing subscriber base intangible assets acquired in a business
combination
On February 1, 2022, the Company completed the acquisition of The Athletic Media Company
for cash consideration of approximately $550 million, and recognized identifiable intangible
assets of $332 million, as disclosed in Note 5 to the consolidated financial statements. The
Company accounted for the acquisition using the acquisition method of accounting and the
purchase price was allocated to the assets acquired and liabilities assumed using the fair values
determined by management as of the acquisition date.
Auditing the Company’s valuation of the trademark and existing subscriber base acquired
intangible assets, which were valued and recorded at $160 million and $135 million, respectively,
required complex auditor judgment due to the significant estimation uncertainty in determining
the fair value of the acquired intangible assets. In particular, the fair value estimates for the
trademark and existing subscriber base were sensitive to changes in significant underlying
assumptions, including revenue growth rates, discount rate, and royalty rate for the trademark
and subscriber retention rate and discount rate for the existing subscriber base. These significant
assumptions are forward-looking and could be affected by future economic and market
conditions.
We obtained an understanding, evaluated the design and tested the operating effectiveness of
the controls over the Company’s accounting for the acquisition. For example, we tested controls
over management's review of the valuation of the trademark and existing subscriber base
intangible assets, including management’s review of the significant assumptions used in the
valuation models.
To test the estimated fair value of the trademark and existing subscriber base, our audit
procedures included, among others, evaluating the valuation methodologies used and testing
the significant assumptions described above. We compared the revenue growth rates and
subscriber retention rate to current industry and market trends. We also performed sensitivity
analyses on these significant assumptions to evaluate the change in fair value resulting from
changes in the assumptions. In addition, we involved internal valuation specialists to assist in
evaluating the valuation methodologies and the discount rates and royalty rate used in the fair
value estimates. To evaluate the discount rates, we independently developed a range of
estimates and compared our estimates to those used by management. To evaluate the royalty
rate, we compared the rate determined by management against publicly available market data
for comparable license agreements.
/s/ Ernst & Young LLP
We have served as The New York Times Company’s auditor since 2007.
New York, New York
February 28, 2023
THE NEW YORK TIMES COMPANY – P. 63
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 31,
2022, 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 31, 2022, based on the COSO criteria.
As indicated in the accompanying Management’s Report on Internal Control Over Financial Reporting,
management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not
include the internal controls of The Athletic Media Company and its subsidiaries, which is included in the 2022
consolidated financial statements of the Company and constituted 21% of total assets as of December 31, 2022 and 4%
of revenues for the year then ended. Our audit of internal control over financial reporting of the Company also did
not include an evaluation of the internal control over financial reporting of The Athletic Media Company and its
subsidiaries.
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 Company as of December 31, 2022 and
December 26, 2021, 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 31, 2022, and the
related notes and the financial statement schedule listed at Item 15(A)(2) and our report dated February 28, 2023
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 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 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.
P. 64 – THE NEW YORK TIMES COMPANY
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 28, 2023
THE NEW YORK TIMES COMPANY – P. 65
December 31,
2022
December 26,
2021
$
221,385
$
319,973
125,972
341,075
217,533
232,908
54,859
35,926
33,199
25,553
655,675
952,708
138,917
413,380
441,940
426,912
730,119
723,850
74,196
72,600
106,275
106,128
24,192
23,099
1,376,722
1,352,589
(823,024)
(777,637)
553,698
574,952
414,046
166,360
317,314
96,363
57,600
69,521
14,246
95,800
62,567
87,601
230,618
196,494
$
2,533,752
$
2,564,108
CONSOLIDATED BALANCE SHEETS
(In thousands)
Assets
Current assets
Cash and cash equivalents
Short-term marketable securities
Accounts receivable (net of allowances of $12,260 in 2022 and $12,374 in 2021)
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
Intangible assets, net
Deferred income taxes
Right of use assets
Pension assets
Miscellaneous assets
Total assets
See Notes to the Consolidated Financial Statements.
P. 66 – THE NEW YORK TIMES COMPANY
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 31,
2022
December 26,
2021
$
114,646
$
127,073
164,564
166,464
155,945
119,296
136,055
146,319
571,210
559,152
225,300
295,104
26,455
36,086
110,815
133,041
362,570
464,231
Class A – authorized: 300,000,000 shares; issued: 2022 – 176,288,596; 2021 – 175,971,801 (including
treasury shares: 2022 – 12,004,865; 2021 – 8,870,801)
17,629
17,597
Class B – convertible – authorized and issued shares: 2022 – 780,724; 2021 – 781,724 (including
treasury shares: 2022 – none; 2021 – 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) 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.
78
78
255,515
230,115
1,958,859
1,845,343
(276,267)
(171,211)
(510)
3,754
(348,947)
(385,680)
(8,390)
(1,276)
(357,847)
(383,202)
1,597,967
1,538,720
2,005
2,005
1,599,972
1,540,725
$
2,533,752
$
2,564,108
THE NEW YORK TIMES COMPANY – P. 67
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands)
Revenues
Subscription
Advertising
Other
Total revenues
Operating costs
Years Ended
December 31,
2022
December 26,
2021
December 27,
2020
(52 weeks and
six days)
(52 weeks)
(52 weeks)
$
1,552,362
$
1,362,115
$
1,195,368
523,288
232,671
497,536
215,226
392,420
195,851
2,308,321
2,074,877
1,783,639
Cost of revenue (excluding depreciation and amortization)
1,208,933
1,039,568
Sales and marketing
Product development
General and administrative
Depreciation and amortization
Total operating costs
Acquisition-related costs
Multiemployer pension plan liability adjustment
Impairment charge
Lease termination charge
Operating profit
Other components of net periodic benefit costs
Gain from joint ventures
Interest income and other, net
Income from continuing operations before income taxes
Income tax expense
Net income
Net income attributable to the noncontrolling interest
267,553
204,185
289,259
82,654
294,947
160,871
250,124
57,502
959,312
228,993
133,384
223,558
62,136
2,052,584
1,803,012
1,607,383
34,712
14,989
4,069
—
201,967
6,659
—
40,691
235,999
62,094
173,905
—
—
—
—
3,831
268,034
10,478
—
32,945
290,501
70,530
219,971
—
—
—
—
176,256
89,154
5,000
23,330
115,432
14,595
100,837
—
(734)
Net income attributable to The New York Times Company common stockholders
$
173,905
$
219,971
$
100,103
Amounts attributable to The New York Times Company common stockholders:
Income from continuing operations
Net income
See Notes to the Consolidated Financial Statements.
$
$
173,905
173,905
$
$
219,971
219,971
$
$
100,103
100,103
P. 68 – THE NEW YORK TIMES COMPANY
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 31,
2022
December 26,
2021
December 27,
2020
(52 weeks and
six days)
(52 weeks)
(52 weeks)
166,871
167,141
167,929
168,533
166,973
168,038
$
$
$
$
$
1.04 $
1.04 $
1.31 $
1.31 $
1.04 $
1.04 $
0.36 $
1.31 $
1.31 $
0.28 $
0.60
0.60
0.60
0.60
0.24
THE NEW YORK TIMES COMPANY – P. 69
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS)
(In thousands)
Net income
Other comprehensive income/(loss), before tax:
Years Ended
December 31,
2022
December 26,
2021
December 27,
2020
(52 weeks and
six days)
(52 weeks)
(52 weeks)
$
173,905
$
219,971
$
100,837
Foreign currency translation adjustments (loss)/income
(5,759)
(6,328)
6,763
Pension and postretirement benefits obligation
49,966
49,250
105,660
Net unrealized (loss)/gain on available-for-sale securities
(9,675)
(6,025)
3,497
Other comprehensive income, before tax
Income tax expense
Other comprehensive income, net of tax
Comprehensive income
34,532
9,177
25,355
36,897
115,920
9,918
26,979
31,125
84,795
199,260
246,950
185,632
Comprehensive income attributable to the noncontrolling interest
—
—
(734)
Comprehensive income attributable to The New York Times Company common
stockholders
$
199,260
$
246,950
$
184,898
See Notes to the Consolidated Financial Statements.
P. 70 – THE NEW YORK TIMES COMPANY
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 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)
—
—
—
—
—
—
26,979
219,971
— 219,971
(47,214)
26,979
—
(47,214)
—
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
—
—
—
— 173,905
—
(60,389)
—
—
—
—
—
—
—
173,905
(60,389)
— 173,905
—
(60,389)
25,355
25,355
—
25,355
—
3
—
—
16
(4,336)
—
—
16
(5,573)
—
—
—
—
— (105,056)
—
—
—
—
—
3
—
3
(4,320)
—
(4,320)
(5,557)
—
(5,557)
(105,056)
— (105,056)
35,306
—
35,306
Stock-based compensation
—
35,306
—
—
Balance, December 31, 2022
$ 17,707 $ 255,515 $ 1,958,859 $ (276,267) $
(357,847) $
1,597,967 $
2,005 $ 1,599,972
See Notes to the Consolidated Financial Statements.
THE NEW YORK TIMES COMPANY – P. 71
Net income
Dividends
Other comprehensive income
Issuance of shares:
Stock options – 400 Class A
shares
Restricted stock units vested –
151,877 Class A shares
Performance-based awards –
163,518 Class A shares
Share repurchases - 3,134,064
Class A shares
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 31,
2022
Years Ended
December 26,
2021
December 27,
2020
$
173,905
$
219,971
$
100,837
Impairment on indefinite-lived asset
Pension settlement expense
Depreciation and amortization
Lease termination charge
Amortization of right of use asset
Stock-based compensation expense
Multiemployer pension plan liability adjustment
Gain on the sale of land
Gain from joint ventures
Gain on non-marketable equity investment
Change in long-term retirement benefit obligations
Fair market value adjustment on life insurance products
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
(Purchases)/proceeds from investments
Capital expenditures
Other - net
Net cash used in investing activities
Cash flows from financing activities
Long-term obligations:
Dividends paid
Payment of contingent consideration
Capital shares:
Stock issuances
Repurchases
Share-based compensation tax withholding
Net cash used in financing activities
Net (decrease)/increase 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
4,069
—
82,654
—
9,923
35,306
14,989
(34,227)
—
—
(29,049)
1,081
(3,005)
20,889
(23,220)
(111,216)
8,588
150,687
(6,648)
484,984
(515,586)
(1,832)
(36,961)
2,482
(73,561)
(56,790)
(2,586)
3
(105,056)
(9,877)
(174,306)
(97,180)
(1,953)
334,306
—
—
57,502
3,831
9,488
22,215
—
—
—
(27,156)
(19,222)
118
3,210
(49,216)
(5,289)
39,696
13,950
269,098
(763,425)
593,465
—
20,074
(34,637)
3,716
—
80,641
62,136
—
8,568
14,437
—
—
(5,000)
(10,074)
(17,166)
(578)
62
29,710
8,960
8,473
16,927
297,933
(632,364)
491,128
(33,085)
6,841
(34,451)
2,851
(180,807)
(199,080)
(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
Cash, cash equivalents and restricted cash at the end of the year
$
235,173
$
334,306
$
301,964
See Notes to the Consolidated Financial Statements.
P. 72 – THE NEW YORK TIMES COMPANY
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 31,
2022
December 26,
2021
December 27,
2020
$
$
1,583
110,161
$
$
546
66,443
$
$
508
24,382
THE NEW YORK TIMES COMPANY – P. 73
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 newspaper, digital and print
products and related businesses. Unless the context otherwise requires, 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 the Company
and its 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 year 2022 was comprised of 52 weeks and six additional days and ended as of December 31, 2022, while
fiscal years 2021 and 2020 each comprised 52 weeks, and ended as of December 26, 2021, and December 27, 2020,
respectively.
In December 2021, the Board of Directors approved a change in 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, was 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. The change has been made on a prospective
basis and prior periods have not been adjusted. This change was not considered a change in a fiscal year under the
rules of the Securities and Exchange Commission as the new fiscal year commenced within seven days of the prior
fiscal year-end and the new fiscal year commenced with the end of the prior fiscal year. As a result, a transition report
is not required.
The Athletic
On February 1, 2022, we acquired The Athletic Media Company (“The Athletic”), a global digital subscription-
based sports media business. The results of The Athletic have been included in our Consolidated Financial Statements
beginning February 1, 2022. The Athletic is a separate reportable segment of the Company.
Segments
Beginning in the first quarter of 2022, the Company has two reportable segments: The New York Times Group
and The Athletic. Management, including the Company’s President and Chief Executive Officer (who is the
Company’s Chief Operating Decision Maker), uses adjusted operating profit (loss) by segment (as defined below) in
assessing performance and allocating resources. The Company includes in its presentation revenues and adjusted
operating costs (as defined below) to arrive at adjusted operating profit (loss) by segment.
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.
P. 74 – THE NEW YORK TIMES COMPANY
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
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 31, 2022, 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
THE NEW YORK TIMES COMPANY – P. 75
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
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 material impairments of right-of-use assets in 2022.
Lessor activities
Our leases to third parties predominantly relate to office space in our leasehold condominium interest in our
headquarters building located at 620 Eighth Avenue, New York, N.Y. (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 2022.
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 2022 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
P. 76 – THE NEW YORK TIMES COMPANY
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 indefinite-lived intangible assets 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.
In our 2022 annual impairment testing, we performed a quantitative assessment of our indefinite-lived
intangible asset relating to our Serial podcast. We reassessed the fair value of the asset and, due to a decrease in
advertiser demand, slower production of shows for our Serial podcast as well as the macroeconomic environment,
recorded an impairment charge of $4.1 million during the quarter ended December 31, 2022. This charge is included
in Impairment charge in our Consolidated Statements of Operations. The remaining carrying value of the indefinite-
lived intangible asset of $5.0 million is included in Intangible assets, net in our Consolidated Balance Sheets. We
recognized a de minimis impairment in 2020 related to the closure of our Fake Love digital marketing agency.
Intangible assets that are amortized are tested for impairment at the asset level associated with the lowest level
of cash flows whenever events or changes in circumstances indicate that the carrying value of an asset may not be
recoverable. An impairment exists if the carrying value of the asset (1) is not recoverable (the carrying value of the
asset is greater than the sum of undiscounted cash flows) and (2) is greater than its fair value.
The discounted cash flow analysis requires us to make various judgments, estimates and assumptions, many of
which are interdependent, about future revenues, operating margins, growth rates, capital expenditures, working
capital, discount rates and royalty rates. The starting point for the assumptions used in our discounted cash flow
analysis is the annual long-range financial forecast. The annual planning process that we undertake to prepare the
long-range financial forecast takes into consideration a multitude of factors, including historical growth rates and
operating performance, related industry trends, macroeconomic conditions and marketplace data, among others.
Assumptions are also made for perpetual growth rates for periods beyond the long-range financial forecast period.
Our estimates of fair value are sensitive to changes in all of these variables, certain of which relate to broader
macroeconomic conditions outside our control.
The market approach analysis includes applying a multiple, based on comparable market transactions, to
certain operating metrics of a reporting unit.
The significant estimates and assumptions used by management in assessing the recoverability of goodwill
acquired and intangibles are estimated future cash flows, discount rates, growth rates and 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 $25 million and $24 million as of
December 31, 2022, and December 26, 2021, respectively.
THE NEW YORK TIMES COMPANY – P. 77
Pension and Other Postretirement Benefits
Our single-employer pension and other postretirement benefit costs are accounted for using actuarial
valuations. We recognize the funded status of these plans – measured as the difference between plan assets, if funded,
and the benefit obligation – on the balance sheet and recognize changes in the funded status that arise during the
period but are not recognized as components of net periodic pension cost, within other comprehensive income/(loss),
net of income taxes. The service cost component of net periodic pension cost is recognized in Total operating costs
while the other components are recognized within Other components of net periodic benefit costs in our Consolidated
Statements of Operations below Operating profit.
The assets related to our funded pension plans are measured at fair value.
We make significant subjective judgments about a number of actuarial assumptions, which include discount
rates, health-care cost trend rates, long-term return on plan assets and mortality rates. Depending on the assumptions
and estimates used, the impact from our pension and other postretirement benefits could vary within a range of
outcomes and could have a material effect on our Consolidated Financial Statements.
We have elected the practical expedient to use the month-end that is closest to our fiscal year-end for measuring
the single-employer pension plan assets and obligations, as well as other postretirement benefit plan assets and
obligations.
We also recognize the present value of pension liabilities associated with the withdrawal from multiemployer
pension plans. We record liabilities for obligations related to complete, partial and estimated withdrawals from
multiemployer pension plans. The actual liability for estimated withdrawals is not known until each plan completes a
final assessment of the withdrawal liability and issues a demand to us. Therefore, we adjust the estimate of our
multiemployer pension plan liability as more information becomes available that allows us to refine our estimates.
See Notes 9 and 10 for additional information regarding pension and other postretirement benefits.
Revenue Recognition
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 or service 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
P. 78 – THE NEW YORK TIMES COMPANY
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.
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.
THE NEW YORK TIMES COMPANY – P. 79
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 to resolve. Until formal resolutions are reached
between us and the taxing authorities, determining the timing and amount of possible audit settlements relating to
uncertain tax positions is not practicable.
Stock-Based Compensation
We establish fair value based on market data for our stock-based awards to determine our cost and recognize
the related expense over the appropriate vesting period. We recognize stock-based compensation expense for
outstanding stock-settled long-term performance awards and restricted stock units, net of estimated forfeitures. See
Note 14 for additional information related to stock-based compensation expense.
Earnings/(Loss) Per Share
As the Company has participating securities, 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)
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. The Company adopted this guidance on December 27,
2021. As a result of The Athletic Media Company acquisition, the Company
assumed unexpired subscriptions revenue of $28.1 million.
Recently Issued Accounting Pronouncements
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
not expected to have a material effect on our financial condition or results of operations.
P. 80 – THE NEW YORK TIMES COMPANY
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 The Athletic and our Cooking, Games, Audm and Wirecutter 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 generated principally from advertisers (such as technology, financial and luxury goods
companies) promoting products, services or brands on digital platforms in the form of display ads, audio and video,
and in print in the form of column-inch ads. Advertising revenue is generated primarily 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 revenue is primarily determined by the
volume (e.g., impressions), rate and mix of advertisements. Digital advertising includes our core digital advertising
business and other digital advertising. Our core digital advertising business includes direct-sold website, mobile
application, podcast, email and video advertisements. Direct-sold display advertising, a component of core digital
advertising, includes offerings on websites and mobile applications sold directly to marketers by our advertising sales
teams. Other digital advertising includes open-market programmatic advertising and creative services fees. Print
advertising includes revenue from column-inch ads and classified advertising as well as preprinted advertising, also
known as freestanding inserts.
The New York Times Group has revenue from all categories discussed above. The Athletic has revenue from
direct-sold display advertising, podcast, email and video advertisements. There was no significant other digital
advertising revenue generated from The Athletic in 2022. There is no print advertising revenue generated from The
Athletic.
Other revenues primarily consist of revenues from licensing, Wirecutter affiliate referrals, commercial printing,
the leasing of floors in our Company Headquarters, retail commerce, our live events business, our student
subscription sponsorship program, and television and film.
Subscription, advertising and other revenues were as follows:
(In thousands)
Subscription
Advertising
Other (1)
Total
Years Ended
December 31,
2022
As %
of total
December 26,
2021
As %
of total
December 27,
2020
As %
of total
$
1,552,362
67.3 % $
1,362,115
65.6 % $
1,195,368
523,288
232,671
22.7 %
10.0 %
497,536
215,226
24.0 %
10.4 %
392,420
195,851
67.0 %
22.0 %
11.0 %
$
2,308,321
100.0 % $
2,074,877
100.0 % $
1,783,639
100.0 %
(1) Other revenue includes building rental revenue, which is not under the scope of Topic 606. Building rental revenue was approximately $29
million, $27 million and $29 million for the years ended December 31, 2022, December 26, 2021, and December 27, 2020, respectively.
THE NEW YORK TIMES COMPANY – P. 81
The following table summarizes digital and print subscription revenues, which are components of subscription
revenues above, for the years ended December 31, 2022, December 26, 2021, and December 27, 2020:
(In thousands)
December 31,
2022
As %
of total
December 26,
2021
As %
of total
December 27,
2020
As %
of total
Digital-only subscription revenues(1)
$
978,574
63.0 % $
773,882
56.8 % $
598,280
50.0 %
Years Ended
Print subscription revenues
Domestic home delivery subscription
revenues(2)
Single-copy, NYT International and
other subscription revenues(3)
517,395
33.3 %
529,039
38.8 %
528,970
44.3 %
56,393
3.7 %
59,194
4.3 %
68,118
5.7 %
Subtotal print subscription revenues
573,788
37.0 %
588,233
43.2 %
597,088
50.0 %
Total subscription revenues
$
1,552,362
100.0 % $
1,362,115
100.0 % $
1,195,368
100.0 %
(1) Includes revenue from digital-only bundled and standalone subscriptions to our news product, as well as The Athletic and our Cooking,
Games, Audm and Wirecutter products.
(2) Domestic home delivery subscriptions include access to our digital news product, as well as The Athletic and our Cooking, Games and
Wirecutter products.
(3) NYT International is the international edition of our print newspaper.
The following table summarizes digital and print advertising revenues for the years ended December 31, 2022,
December 26, 2021, and December 27, 2020:
(In thousands)
Advertising revenues
Digital
Print
Total advertising
Performance Obligations
December 31,
2022
As %
of total
December 26,
2021
As %
of total
December 27,
2020
As %
of total
Years Ended
$
$
318,440
60.9 % $
308,616
62.0 % $
228,594
58.3 %
204,848
39.1 %
188,920
38.0 %
163,826
41.7 %
523,288
100.0 % $
497,536
100.0 % $
392,420
100.0 %
We have remaining performance obligations related to digital archive and other licensing and certain
advertising contracts. As of December 31, 2022, the aggregate amount of the transaction price allocated to the
remaining performance obligations for contracts with a duration greater than one year was approximately $222
million. The Company will recognize this revenue as performance obligations are satisfied. We expect that
approximately $67 million, $68 million, and $87 million will be recognized in 2023, 2024 and thereafter through 2028,
respectively.
Contract Assets
As of December 31, 2022, and December 26, 2021, the Company had $3.8 million and $3.4 million, respectively,
in contract assets recorded in the Consolidated Balance Sheets 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.
P. 82 – THE NEW YORK TIMES COMPANY
4. Marketable Securities
The Company accounts for its marketable securities as AFS. The Company recorded $11.4 million and $1.7
million of net unrealized losses and gains, respectively, in Accumulated Other Comprehensive Income (“AOCI”) as of
December 31, 2022, and December 26, 2021, respectively.
The following tables present the amortized cost, gross unrealized gains and losses, and fair market value of our
AFS securities as of December 31, 2022, and December 26, 2021:
(In thousands)
Short-term AFS securities
Corporate debt securities
U.S. Treasury securities
U.S. governmental agency securities
Municipal securities
Total short-term AFS securities
Long-term AFS securities
Corporate debt securities
U.S. Treasury securities
U.S. governmental agency securities
Total long-term AFS securities
(In thousands)
Short-term AFS securities
Corporate debt securities
U.S Treasury securities
U.S. governmental agency securities
Municipal securities
Certificates of deposit
Commercial paper
Total short-term AFS securities
Long-term AFS securities
Corporate debt securities
U.S. Treasury securities
U.S. governmental agency securities
Municipal securities
December 31, 2022
Amortized Cost
Gross unrealized
gains
Gross unrealized
losses
Fair Value
$
52,315
$
45,096
22,806
8,903
129,120
$
115,207
$
25,990
5,999
147,196
$
$
$
$
—
—
—
—
—
—
—
—
—
$
(1,286) $
(963)
(722)
(177)
51,029
44,133
22,084
8,726
$
$
$
(3,148) $
125,972
(6,377) $
108,830
(1,576)
(326)
24,414
5,673
(8,279) $
138,917
December 26, 2021
Amortized Cost
Gross Unrealized
Gains
Gross Unrealized
Losses
Fair Value
$
107,158
$
148,899
3,500
3,999
55,551
21,145
$
245
692
—
—
—
—
(69) $
(43)
—
(2)
—
—
107,334
149,548
3,500
3,997
55,551
21,145
$
$
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
THE NEW YORK TIMES COMPANY – P. 83
The following tables present the AFS securities as of December 31, 2022, and December 26, 2021, 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 31, 2022
(In thousands)
Fair Value
Gross
unrealized
losses
Fair Value
Gross
unrealized
losses
Fair Value
Gross
unrealized
losses
Short-term AFS securities
Corporate debt securities
$
3,799 $
(11) $
47,230 $
(1,275) $
51,029 $
(1,286)
U.S. Treasury securities
U.S. governmental agency securities
Municipal securities
Total short-term AFS securities
Long-term AFS securities
Corporate debt securities
U.S. Treasury securities
U.S. governmental agency securities
Municipal securities
$
$
—
—
—
—
—
—
44,133
22,084
8,726
(963)
(722)
(177)
44,133
22,084
8,726
(963)
(722)
(177)
3,799 $
(11) $
122,173 $
(3,137) $
125,972 $
(3,148)
2,004 $
(57) $
106,826 $
(6,320) $
108,830 $
(6,377)
282
—
—
(9)
—
—
24,132
5,673
—
(1,567)
(326)
—
24,414
5,673
—
(1,576)
(326)
—
Total long-term AFS securities
$
2,286 $
(66) $
136,631 $
(8,213) $
138,917 $
(8,279)
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
Corporate debt securities
$
53,148 $
(69) $
— $
— $
53,148 $
U.S. Treasury securities
Municipal securities
61,018
1,998
(43)
(2)
—
—
—
—
61,018
1,998
(69)
(43)
(2)
Total short-term AFS securities
$
116,164 $
(114) $
— $
— $
116,164 $
(114)
Long-term AFS securities
Corporate debt securities
$
224,022 $
(1,858) $
— $
— $
224,022 $
(1,858)
U.S. Treasury securities
U.S. governmental agency securities
Municipal securities
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)
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 31, 2022, and December 26, 2021, 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 31, 2022, and December 26, 2021, we have no realized losses or allowance for
credit losses related to AFS securities.
P. 84 – THE NEW YORK TIMES COMPANY
As of December 31, 2022, our short-term and long-term marketable securities had remaining maturities of less
than 1 month to 12 months and 13 months to 27 months, respectively. See Note 8 for additional information regarding
the fair value hierarchy of our marketable securities.
5. Business Combination
The Athletic Media Company Acquisition
The Company accounts for business combinations using the acquisition method of accounting. The purchase
price is allocated to the assets acquired and liabilities assumed using the fair values determined by management as of
the acquisition date. The excess of the purchase price over the estimated fair value of the net assets acquired is
recorded as goodwill. The results of businesses acquired in a business combination are included in the Company’s
consolidated financial statements from the date of acquisition.
On February 1, 2022, the Company acquired The Athletic Media Company in an all-cash transaction. The
consideration paid of approximately $550.0 million was funded from cash on hand and included $523.5 million,
which we determined to be the purchase price for assets acquired and liabilities assumed, and $26.7 million paid in
connection with the acceleration of The Athletic Media Company stock options. The stock options acceleration is
included in Acquisition-related costs in our Consolidated Statements of Operations for the year ended December 31,
2022.
The following table summarizes the allocation of the purchase price (at fair value) to the assets acquired and
liabilities assumed of The Athletic Media Company as of February 1, 2022 (the date of acquisition):
(In thousands)
Total current assets
Property, plant and equipment
Right of use asset (1)
Trademark (2)
Existing subscriber base (2)
Developed technology (2)
Content archive (2)
Goodwill (5)
Total current liabilities (3)(5)
Other liabilities — Other
Deferred tax liability, net (4)(5)
Total purchase price
Purchase Price Allocation
Estimated Useful Life (in years)
$
$
3- 5
20
12
5
2
Indefinite
18,495
281
2,612
160,000
135,000
35,000
2,000
251,360
(41,399)
(3,491)
(36,392)
523,466
(1) Included in Miscellaneous assets in our Consolidated Balance Sheets.
(2) Included in Intangible assets, net in our Consolidated Balance Sheets.
(3) Includes Unexpired subscriptions revenue of $28.1 million.
(4) Included in Deferred income taxes in our Consolidated Balance Sheets.
(5) Includes measurement period adjustment related to deferred tax asset and working capital adjustments.
Goodwill is primarily attributable to future subscribers expected to be acquired both organically and through
synergies from adding The Athletic to the Company’s products as well as the acquired assembled workforce.
Goodwill is not expected to be deductible for tax purposes. The fair value of trademarks is estimated using a relief
from royalty valuation method, the fair value of subscriber relationships is estimated using a multi-period excess
earnings valuation method, and the fair value of developed technology and content archive is estimated using a
replacement cost method.
THE NEW YORK TIMES COMPANY – P. 85
The following unaudited pro forma summary presents consolidated information of the Company, including
The Athletic, as if the business combination had occurred on December 28, 2020, the first day of fiscal year ended
December 26, 2021, which is the earliest period presented herein:
(In thousands)
Revenue
Net income
Years Ended
December 31,
2022
December 26,
2021
$
2,315,468
$
2,142,202
197,225
128,330
Adjustments made to the pro forma summary include (1) transaction costs and other one-time non-recurring
costs that reduced expenses by $47.8 million for the year ended December 31, 2022, and increased expenses by $47.8
million for the year ended December 26, 2021; (2) recognition of additional amortization related to the intangible
assets acquired; (3) alignment of accounting policies; and (4) recognition of the estimated income tax impact of the pro
forma adjustments. The pro forma summary does not reflect cost savings or operating synergies expected to result
from the acquisition. These pro forma results are illustrative only and not indicative of the actual results of operations
that would have been achieved nor are they indicative of future results of operations.
Goodwill and Intangibles
The changes in the carrying amount of goodwill as of December 31, 2022, and since December 27, 2020, were as
follows:
(In thousands)
The New York Times Group
The Athletic
Total Company
Balance as of December 27, 2020
$
171,657 $
— $
171,657
Foreign currency translation
Balance as of December 26, 2021
Foreign currency translation
Acquisition of The Athletic Media Company
Measurement period adjustments(1)
(5,297)
166,360
(3,674)
—
—
—
—
249,792
1,568
(5,297)
166,360
(3,674)
249,792
1,568
Balance as of December 31, 2022
$
162,686 $
251,360 $
414,046
(1) Includes measurement period adjustment related to deferred tax asset and working capital adjustments in connection with The Athletic Media
Company 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.
For the 2022 annual impairment testing, the Company reassessed the fair value of its indefinite-lived intangible
asset and recorded an impairment of approximately $4.1 million. As of December 31, 2022, and December 26, 2021,
the carrying value of the indefinite-lived intangible asset was $5.0 million and $9.0 million, respectively. See Note 2
for factors the Company considers when assessing indefinite-lived intangible assets for impairment.
P. 86 – THE NEW YORK TIMES COMPANY
As of December 31, 2022, the gross book value and accumulated amortization of the intangible assets were as
follows:
(In thousands)
Trademark
Existing subscriber base
Developed technology
Content archive
Total
Gross book value
Accumulated amortization
Net book value
Weighted-Average
Useful Life (Years)
$
162,618 $
(8,661) $
136,500
38,401
5,751
(11,812)
(8,043)
(2,420)
153,957
124,688
30,358
3,331
$
343,270 $
(30,936) $
312,334
19.2
11.2
4.2
2.8
14.4
Amortization expense for intangible assets included in Depreciation and amortization in our Consolidated
Statements of Operations for the fiscal year ended December 31, 2022, was $27.1 million. The estimated aggregate
amortization expense for each of the following fiscal years ending December 31 is presented below:
(In thousands)
2023
2024
2025
2026
2027
Thereafter
Total amortization expense
$
$
Amount
29,313
27,488
27,213
26,960
20,171
181,189
312,334
As of December 31, 2022, the aggregate carrying amount of intangible assets of $317.3 million, which includes
an indefinite-lived intangible of $5.0 million, is recorded in Intangible Assets, net in our Consolidated Balance Sheets.
6. Investments
Investments in Joint Ventures
As of December 31, 2022, and December 26, 2021, 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 2022 and 2021, we had no gain/(loss) or distributions from joint ventures. 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.
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 and other, net.
As of December 31, 2022, and December 26, 2021, non-marketable equity securities included in Miscellaneous
assets in our Consolidated Balance Sheets had a carrying value of $29.8 million and $27.9 million, respectively. The
carrying value includes $15.3 million of unrealized gains as of December 31, 2022.
THE NEW YORK TIMES COMPANY – P. 87
In 2021, we recorded a gain of $27.2 million related to non-marketable equity investment transactions. This gain
consists of (i) $15.2 million realized gains due to the partial sale of the investment and (ii) $12.0 million unrealized
gains due to the mark to market of the remaining investment. These realized and unrealized gains are included in
Interest income and other, net in our Consolidated Statements of Operations.
7. Other
Capitalized Computer Software Costs
Amortization of capitalized computer software costs included in Depreciation and amortization in our
Consolidated Statements of Operations was $7.9 million, $9.1 million and $14.7 million for the fiscal years ended
December 31, 2022, December 26, 2021, and December 27, 2020, respectively. The unamortized computer software
costs were $11.2 million and $13.6 million as of December 31, 2022, and December 26, 2021, respectively.
Marketing Expenses
Marketing expense, the cost to promote our brand and our products, was $151.1 million, $199.7 million and
$135.9 million for the fiscal years ended December 31, 2022, December 26, 2021, and December 27, 2020, respectively.
Media expense, the primary component of marketing expense, which represents the cost to promote our subscription
business was $134.1 million, $187.3 million and $129.6 million for the fiscal years ended December 31, 2022,
December 26, 2021, and December 27, 2020, respectively. We expense these costs as incurred.
Interest income and other, net
Interest income and other, net, as shown in the accompanying Consolidated Statements of Operations, was as
follows:
(In thousands)
December 31,
2022
December 26,
2021
December 27,
2020
Interest income and other expense, net
$
7,261
$
6,558
$
13,983
Gain on the sale of land(1)
Gain on non-marketable equity investment (2)
Interest expense
Capitalized interest
34,227
—
—
—
(800)
3
27,156
10,074
(780)
11
(757)
30
Total interest income and other, net
$
40,691
$
32,945
$
23,330
(1) On December 9, 2020, we entered into an agreement to lease and subsequently sell approximately four acres of land at our printing and
distribution facility in College Point, N.Y., subject to certain conditions. The lease commenced on April 11, 2022. At the time of the lease
expiration in February 2025, we will sell the parcel to the lessee for approximately $36 million. The transaction is accounted for as a sales-type
lease and, as a result, we recognized a gain of approximately $34 million (net of commissions) at the time of lease commencement.
(2) Represents gains related to a non-marketable equity investment transaction.
Restricted Cash
A reconciliation of cash, cash equivalents and restricted cash as of December 31, 2022, and December 26, 2021,
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 miscellaneous assets
Total cash, cash equivalents and restricted cash shown in the Consolidated Statements of
Cash Flows
December 31,
2022
December 26,
2021
$
$
221,385 $
13,788
319,973
14,333
235,173 $
334,306
Substantially all of the amount included in restricted cash is set aside to collateralize workers’ compensation
obligations.
P. 88 – THE NEW YORK TIMES COMPANY
Revolving Credit Facility
In September 2019, the Company entered into a $250.0 million five-year unsecured revolving credit facility (the
“2019 Credit Facility”). On July 27, 2022, the Company entered into an amendment and restatement of the 2019 Credit
Facility that, among other changes, increased the committed amount to $350.0 million and extended the maturity date
to July 27, 2027 (as amended and restated, 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 31, 2022, there were no outstanding borrowings under the Credit Facility and the Company
was in compliance with the financial covenants contained in the Credit Facility.
Severance Costs
We recognized severance costs of $4.7 million, $0.9 million and $6.6 million for the fiscal years ended
December 31, 2022, December 26, 2021, and December 27, 2020, 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 $4.4 million and $2.1 million included in Accrued expenses and other in our
Consolidated Balance Sheets as of December 31, 2022, and December 26, 2021, respectively. We anticipate the
payments related to the 2022 liability will be made within the next 12 months.
Property, Plant and Equipment Retirement
During the years ended December 31, 2022, and December 26, 2021, as part of its annual assets review, the
Company retired assets that were no longer in use with a cost of approximately $11.1 million and $161.0 million,
respectively. The retirements in 2022 were composed mostly of equipment and software. The retirements in 2021 were
composed mostly of software of $103.9 million and equipment of $45.4 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 31, 2022, and December 26, 2021, 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. 89
The following table summarizes our financial assets and liabilities measured at fair value on a recurring basis as
of December 31, 2022, and December 26, 2021:
December 31, 2022
December 26, 2021
Total
Level 1
Level 2
Level 3
Total
Level 1
Level 2
Level 3
(In thousands)
Assets:
Short-term AFS securities(1)
Corporate debt securities
$ 51,029
$
—
$ 51,029
$
—
107,334
—
107,334
U.S Treasury securities
44,133
U.S. governmental agency securities
22,084
Municipal securities
Certificates of deposit
Commercial paper
8,726
—
—
—
—
—
—
—
44,133
22,084
8,726
—
—
—
149,548
—
149,548
—
—
—
—
3,500
3,997
55,551
21,145
—
—
—
—
3,500
3,997
55,551
21,145
Total short-term AFS securities
$ 125,972
$
—
$ 125,972
$
—
$ 341,075
$
—
$ 341,075
$
Long-term AFS securities(1)
Corporate debt securities
$ 108,830
$
—
$ 108,830
$
—
$ 241,055
$
—
$ 241,055
$
U.S. Treasury securities
24,414
U.S. governmental agency securities
5,673
Municipal securities
—
—
—
—
24,414
5,673
—
—
119,146
—
119,146
—
—
39,246
13,933
—
—
39,246
13,933
Total long-term AFS securities
$ 138,917
$
—
$ 138,917
$
—
$ 413,380
$
—
$ 413,380
$
Liabilities:
Deferred compensation(2)(3)
$ 14,635
$ 14,635
Contingent consideration
$
5,324
$
—
$
$
—
—
$
$
—
$ 21,101
$ 21,101
5,324
$
7,450
$
—
$
$
—
—
$
$
—
—
—
—
—
—
—
—
—
—
—
—
—
7,450
(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 that 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 $48.4 million as of December 31, 2022, and $52.5 million as of
December 26, 2021. 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. 90 – THE NEW YORK TIMES COMPANY
The following table presents the changes in the balance of the contingent consideration during the year ended
December 31, 2022, and December 26, 2021:
(In thousands)
Balance at the beginning of the period
Payments
Fair value adjustments (1)
Contingent consideration at the end of the period
December 31,
2022
December 26,
2021
$
$
7,450 $
(2,586)
460
5,324 $
8,431
(862)
(119)
7,450
(1) Fair value adjustments are included in General and administrative expenses in our Consolidated Statements of Operations.
The remaining contingent consideration balances as of December 31, 2022, and December 26, 2021, of $5.3
million and $7.5 million, respectively, are included in Accrued expenses and other, for the current portion of the liability,
and Other liabilities — Other, 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. The Company recorded an impairment charge of
approximately $4.1 million in 2022 related to the Serial indefinite-lived intangible asset. See Note 5 for more
information regarding impairment charges recognized in 2022 and 2021. We recognized a de minimis impairment of
intangible assets in 2020 related to the closure of our digital marketing agency.
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
The components of net periodic pension cost were as follows:
(In thousands)
Service cost
Interest cost
December 31, 2022
December 26, 2021
December 27, 2020
Qualified
Plans
Non-
Qualified
Plans
All
Plans
Qualified
Plans
Non-
Qualified
Plans
All
Plans
Qualified
Plans
Non-
Qualified
Plans
All
Plans
$ 11,526 $
105 $ 11,631
$
9,105 $
95 $
9,200
$ 10,429 $
119 $ 10,548
35,350
5,142
40,492
30,517
4,352
34,869
43,710
6,601
50,311
Expected return on plan assets
(55,229)
—
(55,229)
(50,711)
—
(50,711)
(67,146)
—
(67,146)
Amortization and other costs
13,065
6,572
19,637
20,225
7,275
27,500
21,887
6,072
27,959
Amortization of prior service
(credit)/cost
(1,945)
48
(1,897)
(1,945)
55
(1,890)
(1,945)
51
(1,894)
Effect of settlement/curtailment
—
—
—
—
(163)
(163)
80,641
(562)
80,079
Net periodic pension cost
$
2,767 $ 11,867 $ 14,634
$
7,191 $ 11,614 $ 18,805
$ 87,576 $ 12,281 $ 99,857
THE NEW YORK TIMES COMPANY – P. 91
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, which was completed in 2021, 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 31,
2022
December 26,
2021
December 27,
2020
$
(22,500) $
(25,585) $
(4,172)
—
—
—
(19,637)
(27,500)
(27,959)
1,897
—
1,890
1,894
—
(80,641)
Total recognized in other comprehensive income
(40,240)
(51,195)
(110,878)
Net periodic pension cost
14,634
18,805
99,857
Total recognized in net periodic pension benefit cost and other comprehensive
income
$
(25,606) $
(32,390) $
(11,021)
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 $29 million for 2022, $33 million for 2021 and $27 million for 2020,
respectively.
P. 92 – 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 31, 2022
December 26, 2021
Qualified
Plans
Non-
Qualified
Plans
All Plans
Qualified
Plans
Non-
Qualified
Plans
All Plans
Benefit obligation at beginning of year
$ 1,475,764
$ 239,190
$ 1,714,954
$ 1,549,012
$ 259,593
$ 1,808,605
Service cost
Interest cost
11,526
105
11,631
9,105
95
9,200
35,350
5,142
40,492
30,517
4,352
34,869
Actuarial (gain)/loss
(374,109)
(46,835)
(420,944)
(42,883)
(7,762)
(50,645)
Curtailments
Benefits paid
—
—
—
—
(163)
(163)
(72,119)
(17,917)
(90,036)
(69,987)
(16,818)
(86,805)
Effects of change in currency conversion
—
(77)
(77)
—
(107)
(107)
Benefit obligation at end of year
1,076,412
179,608
1,256,020
1,475,764
239,190
1,714,954
Change in plan assets
Fair value of plan assets at beginning of year
1,550,078
—
1,550,078
1,585,221
—
1,585,221
Actual return on plan assets
(343,215)
—
(343,215)
25,651
—
25,651
Employer contributions
Benefits paid
11,189
17,917
29,106
9,193
16,818
26,011
(72,119)
(17,917)
(90,036)
(69,987)
(16,818)
(86,805)
Fair value of plan assets at end of year
1,145,933
—
1,145,933
1,550,078
—
1,550,078
Net amount recognized
$ 69,521
$ (179,608) $ (110,087) $ 74,314
$ (239,190) $ (164,876)
Amount recognized in the Consolidated Balance Sheets
Pension assets
Current liabilities
Noncurrent liabilities
$ 69,521
$
—
$ 69,521
$ 87,601
$
—
$ 87,601
—
—
(16,361)
(16,361)
—
(16,669)
(16,669)
(163,247)
(163,247)
(13,287)
(222,521)
(235,808)
Net amount recognized
$ 69,521
$ (179,608) $ (110,087) $ 74,314
$ (239,190) $ (164,876)
Amount recognized in accumulated other comprehensive loss
Actuarial loss
Prior service credit
Total
$ 438,145
$ 69,252
$ 507,397
$ 426,874
$ 122,660
$ 549,534
(11,007)
539
(10,468)
(12,952)
587
(12,365)
$ 427,138
$ 69,791
$ 496,929
$ 413,922
$ 123,247
$ 537,169
Benefit obligations decreased from $1.7 billion at December 26, 2021, to $1.3 billion at December 31, 2022,
primarily due to actuarial gains of $420.9 million, driven by an increase in the discount rate, and benefit payments of
$90.0 million.
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, primarily driven by an
increase in the discount rate.
The accumulated benefit obligation for all pension plans was $1.3 billion and $1.7 billion as of December 31,
2022, and December 26, 2021, respectively.
THE NEW YORK TIMES COMPANY – P. 93
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 31,
2022
December 26,
2021
$
$
$
179,608
179,370
—
$
$
$
348,831
338,346
96,354
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 31,
2022
December 26,
2021
5.66 %
3.00 %
2.94 %
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 31,
2022
December 26,
2021
December 27,
2020
2.94 %
3.14 %
2.45 %
3.00 %
3.75 %
2.64 %
3.87 %
2.02 %
3.00 %
3.74 %
3.30 %
3.67 %
2.70 %
3.00 %
4.59 %
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 31,
2022
December 26,
2021
5.64 %
3.00 %
2.81 %
2.50 %
The rate of increase in compensation levels is applicable only for the foreign plan that has not been frozen.
P. 94 – 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 31,
2022
December 26,
2021
December 27,
2020
2.81 %
2.24 %
2.50 %
2.39 %
1.74 %
2.50 %
3.17 %
2.78 %
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. 95
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 31, 2022:
Asset Category
Public Equity
Growth Fixed Income
Alternatives
Cash
Percentage
Range
Actual
70% - 90%
0%
0%
0%
- 15%
- 15%
- 10%
83 %
0 %
13 %
4 %
The asset allocations by asset category for both Liability-Hedging and Return-Seeking Assets, as of
December 31, 2022, 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%
86 %
12 %
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”).
P. 96 – THE NEW YORK TIMES COMPANY
The asset allocations by asset category as of December 31, 2022, were as follows:
Asset Category
Hedging Assets
Return-Seeking Assets
Cash and Equivalents
Percentage
Range
Actual
75% - 90%
10% - 25%
0%
-
5%
77 %
21 %
2 %
The specified target allocation of assets and ranges set forth above are maintained and reviewed on a periodic
basis by the APP Trustees. The APP Trustees may direct the transfer of assets between investment managers in order
to rebalance the portfolio in accordance with approved asset allocation ranges to accomplish the investment
objectives for the APP’s assets.
Fair Value of Plan Assets
The fair value of the assets underlying the Pension Plan and the joint-sponsored APP by asset category are as
follows:
(In thousands)
Asset Category
Equity Securities:
Quoted Prices
Markets for
Identical Assets
Significant
Observable
Inputs
Significant
Unobservable
Inputs
Investment
Measured at Net
Asset Value(2)
December 31, 2022
(Level 1)
(Level 2)
(Level 3)
Total
U.S. Equities
$
10,548
$
—
$
—
$
—
$
International Equities
Registered Investment Companies
23,448
171,310
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
—
—
—
—
—
—
—
—
—
—
—
531,033
46,279
27,851
12,781
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
288,489
—
—
—
—
15,064
4,766
14,364
10,548
23,448
171,310
288,489
531,033
46,279
27,851
12,781
15,064
4,766
14,364
Assets at Fair Value
$
205,306
$
617,944
$
—
$
322,683
$
1,145,933
(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. 97
Quoted Prices
Markets for
Identical Assets
Significant
Observable
Inputs
Significant
Unobservable
Inputs
Investment
Measured at Net
Asset Value(2)
December 26, 2021
(Level 1)
(Level 2)
(Level 3)
Total
(In thousands)
Asset Category
Equity Securities:
U.S. Equities
$
12,739
$
—
$
—
$
—
$
International Equities
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
29,453
270,662
—
—
—
—
—
—
—
—
—
—
—
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.
(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 2022, we made contributions to the APP in the amount of $11.2 million. We expect contributions made to
satisfy minimum funding requirements to total approximately $11 million in 2023.
P. 98 – 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)
2023
2024
2025
2026
2027
2028-2032(1)
Plans
Qualified
Non-
Qualified
Total
$
73,742
$
16,776
$
90,518
75,741
77,742
79,180
80,587
413,683
16,541
16,266
16,069
15,899
73,871
92,282
94,008
95,249
96,486
487,554
(1) While benefit payments under these plans are expected to continue beyond 2032, 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. 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 $74 million and $70 million as of
December 31, 2022, and December 26, 2021, respectively. 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 such plans 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.
In 2022, the Company recorded a $22.1 million charge in connection with the Company’s withdrawal from a
plan, which was partially offset by a $7.1 million gain related to a multiemployer pension liability adjustment. These
were recorded in Multiemployer pension plan liability adjustment in our Consolidated Statements of Operations for the
year ended December 31, 2022.
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 31, 2022, 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
THE NEW YORK TIMES COMPANY – P. 99
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.
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 Protection Act
Zone Status
2022
2021
Critical and
Declining
as of
1/01/22
Critical and
Declining
as of
1/01/21
Pension Fund
EIN/Pension
Plan Number
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
13-6212879-001
13-6122251-001
Green as of
6/01/22
Green as of
6/01/21
Critical and
Declining
as of
1/01/22
Critical and
Declining
as of
1/01/21
91-6024903-001
13-6121627-001
Green as of
4/01/22
Green as of
4/01/21
Critical and
Declining
as of
4/01/22
Critical and
Declining
as of
4/01/21
13-6104795-001
(In thousands)
Contributions of the
Company
FIP/RP Status
Pending/
Implemented
2022
2021
2020
Surcharge
Imposed
Collective
Bargaining
Agreement
Expiration
Date
Implemented
$
328 $
364 $
384
No
(1)
N/A
804
912 1,010
No
3/30/2026
Implemented
56
48
65
No
3/30/2026
N/A
1,447 1,337 1,328
No
3/30/2027
Implemented
96
103
101
Yes
3/30/2026
Contributions for individually significant plans
Contributions for a plan not individually significant
Total Contributions
$ 2,731 $ 2,764 $ 2,888
$
36 $
33 $
24
$ 2,767 $ 2,797 $ 2,912
(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 (IRC Section 431(b)(8)(A)) and the Expanded Smoothing Period (IRC 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 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% of Total
Contributions (as of Plan’s Year-End)
12/31/2021 & 12/31/2020
5/31/2021 & 5/31/2020(1)
3/31/2022 & 3/31/2021
3/31/2022 & 3/31/2021
(1) Form 5500 for the plan year ended 5/31/22 was not available as of the date we filed our financial statements.
P. 100 – 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 31,
2022
December 26,
2021
December 27,
2020
$
46
$
53
$
29
731
3,293
565
3,407
1,026
3,051
(368)
(3,098)
(4,225)
Net periodic postretirement benefit cost/(income)
$
3,702
$
927
$
(119)
The changes in the benefit obligations recognized in other comprehensive loss were as follows:
(In thousands)
Net actuarial (gain)/loss
Amortization of loss
Amortization of prior service credit
Total recognized in other comprehensive (income)/loss
Net periodic postretirement benefit cost/(income)
December 31,
2022
December 26,
2021
December 27,
2020
$
(6,801) $
2,254
$
4,044
(3,293)
(3,407)
(3,051)
368
(9,726)
3,702
3,098
1,945
927
4,225
5,218
(119)
Total recognized in net periodic postretirement benefit cost/(income) and other
comprehensive (income)/loss
$
(6,024) $
2,872
$
5,099
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 $19 million in 2022, $17
million in 2021 and $16 million in 2020.
THE NEW YORK TIMES COMPANY – P. 101
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 (gain)/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 31,
2022
December 26,
2021
$
40,607
$
43,308
46
731
2,271
(6,801)
(6,158)
53
565
2,319
2,254
(7,892)
30,696
40,607
3,887
2,271
5,573
2,319
(6,158)
(7,892)
—
—
$
(30,696) $
(40,607)
$
(4,241) $
(4,521)
(26,455)
(36,086)
$
(30,696) $
(40,607)
$
15,537
$
25,632
—
(368)
$
15,537
$
25,264
Benefit obligations decreased from $40.6 million at December 26, 2021, to $30.7 million at December 31, 2022,
primarily due to the actuarial gain of $6.8 million, driven by an increase in the discount rate and benefit payments,
net of participation contributions of $3.9 million.
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.
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. 102 – THE NEW YORK TIMES COMPANY
December 31,
2022
December 26,
2021
$
$
30,696
—
$
$
40,607
—
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 31,
2022
December 26,
2021
5.55 %
3.50 %
2.55 %
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 31,
2022
December 26,
2021
December 27,
2020
2.55 %
2.58 %
1.91 %
3.50 %
2.01 %
2.09 %
1.38 %
3.50 %
2.94 %
3.04 %
2.55 %
3.50 %
December 31,
2022
December 26,
2021
6.75 %
4.92 %
2030
5.99 %
4.92 %
2030
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)
2023
2024
2025
2026
2027
2028-2032(1)
Amount
$
4,407
4,086
3,796
3,516
3,251
12,582
(1) While benefit payments under these plans are expected to continue beyond 2032, 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 $7.9 million as
of December 31, 2022, and $8.5 million as of December 26, 2021.
THE NEW YORK TIMES COMPANY – P. 103
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 31,
2022
December 26,
2021
$ 14,635
$
21,101
59,124
2,799
34,257
63,614
5,360
42,966
$ 110,815
$
133,041
See Note 8 for detail related to deferred compensation.
See Note 17 for detail related to noncurrent operating lease liabilities.
See 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 31, 2022, and December 26, 2021.
P. 104 – 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
December 31, 2022
December 26, 2021
December 27, 2020
Amount
% of
Pre-tax
Amount
% of
Pre-tax
Amount
% of
Pre-tax
$ 49,560
21.0
$ 61,005
21.0
$ 24,241
16,855
7.1
16,378
5.6
1.0
3,873
(2,509)
21.0
3.4
(2.2)
(0.6)
0.7
1.1
(6.3)
(0.6)
(3.4)
(0.5)
Increase/(decrease) in uncertain tax positions
(220)
(0.1)
2,782
(Gain) on company-owned life insurance
Nondeductible expense
Nondeductible executive compensation
857
780
3,985
0.4
0.3
1.7
(712)
(0.2)
(635)
593
4,140
0.2
1.4
800
1,271
Stock-based awards benefit
(1,119)
(0.5)
(5,461)
(1.9)
(7,251)
Deduction for foreign-derived intangible income
(3,166)
(1.3)
(2,972)
(1.0)
(686)
Research and experimentation credit
(6,699)
(2.8)
(5,571)
(1.9)
(3,892)
Other, net
Income tax expense
1,261
0.5
348
0.1
(617)
$ 62,094
26.3
$ 70,530
24.3
$ 14,595
12.6
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 31,
2022
December 26,
2021
December 27,
2020
$
75,495
$
55,110
$
21,414
1,897
30,855
108,247
1,042
20,736
76,888
(36,344)
(5,651)
(9,809)
(707)
905
7,453
29,772
(9,249)
(5,928)
(46,153)
(6,358)
(15,177)
$
62,094
$
70,530
$
14,595
THE NEW YORK TIMES COMPANY – P. 105
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 31,
2022
December 26,
2021
Retirement, postemployment and deferred compensation plans
$
67,797
$
86,886
Accruals for other employee benefits, compensation, insurance and other
Net operating losses(1)
Operating lease liabilities
Capitalized research and development costs (2)
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
31,335
52,522
18,403
55,370
32,974
34,999
1,018
19,663
—
31,379
$
258,401
$
173,945
(4,258)
(261)
$
254,143
$
173,684
$
44,698
$
38,855
88,115
15,453
9,514
$
$
157,780
96,363
$
$
7,738
16,960
14,331
77,884
95,800
(1) Includes federal tax operating loss carryforwards acquired in connection with The Athletic Media Company acquisition.
(2) As a result of the Tax Cuts and Jobs Act, see Liquidity and Capital Resources section in the Management’s Discussion and Analysis of
Financial Condition and Results of Operations for more information.
Federal tax operating loss carryforwards acquired in connection with The Athletic Media Company acquisition
totaled $47 million as of December 31, 2022. Such losses have remaining lives of up to 15 years.
State tax operating loss carryforwards totaled $6.9 million as of December 31, 2022, and $0.8 million as of
December 26, 2021. Such loss carryforwards expire in accordance with provisions of applicable tax laws and have
remaining lives of up to 19 years.
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 $4.3 million as of December 31, 2022, and a valuation allowance totaling
$0.3 million as of December 26, 2021, for deferred tax assets primarily associated with net operating losses of U.S.
subsidiaries, as we determined these assets were not realizable on a more-likely-than-not basis.
We had an income tax payable of $7.0 million as of December 31, 2022, compared with an income tax payable of
$8.2 million as of December 26, 2021.
Income tax benefits related to the exercise or vesting of equity awards reduced current taxes payable by $6.1
million, $11.5 million and $13.1 million in 2022, 2021 and 2020, respectively.
P. 106 – THE NEW YORK TIMES COMPANY
As of December 31, 2022, and December 26, 2021, 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 $139 million and $150 million, respectively.
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 31,
2022
December 26,
2021
December 27,
2020
$
5,891
$
6,737
$
10,309
1,504
73
—
(1,116)
(824)
1,389
2,458
(150)
(3,534)
(1,009)
1,130
133
(93)
(3,814)
(928)
Balance at end of year
$
5,528
$
5,891
$
6,737
The total amount of unrecognized tax benefits that would, if recognized, affect the effective income tax rate was
approximately $5 million as of both December 31, 2022, and December 26, 2021.
In 2022 and 2021, we recorded a $2.2 million and a $4.8 million income tax benefit, respectively, due to a
reduction in the Company’s reserve for uncertain tax positions.
We also recognize accrued interest expense and penalties related to the unrecognized tax benefits within
income tax expense or benefit. The total amount of accrued interest and penalties was $1.5 million and $1.4 million as
of December 31, 2022, and December 26, 2021, respectively. The total amount of accrued interest and penalties was
$0.1 million in 2022, a net benefit of less than $0.1 million in 2021 and a net benefit of $0.7 million in 2020.
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 $3.0 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 0.3 million, 0.6 million and 1.1 million as of
December 31, 2022, December 26, 2021, and December 27, 2020, respectively. In 2022, 2021 and 2020, dilution resulted
primarily from the dilutive effect of our Stock-Based Awards.
Securities that could potentially be dilutive are excluded from the computation of diluted earnings per share
when a loss from continuing operations exists or when the exercise price exceeds the market value of our Class A
Common Stock because their inclusion would result in an anti-dilutive effect on per share amounts.
There were approximately 1.1 million restricted stock units excluded from the computation of diluted earnings
per share in 2022 because they were anti-dilutive. There were no anti-dilutive stock options, stock-settled long-term
THE NEW YORK TIMES COMPANY – P. 107
performance awards and restricted stock units excluded from the computation of diluted earnings per share for the
years ended 2021 and 2020.
14. Stock-Based Awards
As of December 31, 2022, 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 financial metrics and in part on stock price performance relative to companies in the Standard
& Poor’s 500 Stock Index. For performance cycles beginning prior to 2022, the majority of the target award, and for
performance cycles beginning in 2022, all of the target award, is to be settled in shares of 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 31,
2022
December 26,
2021
December 27,
2020
$
8,031
$
5,218
$
1,243
10,875
15,157
1,283
3,655
12,059
4,117
1,520
1,765
7,063
Total stock-based compensation expense
$
35,306
$
22,215
$
14,465
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 three-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 one-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.
There were no stock options outstanding as of December 31, 2022. The total intrinsic value for stock options
exercised was de minimis in 2022, $13.6 million in 2021 and $21.2 million in 2020.
P. 108 – THE NEW YORK TIMES COMPANY
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 five 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 2022 were as follows:
(Shares in thousands)
Outstanding at beginning of period
Granted
Vested
Forfeited
Outstanding at end of period
Exercisable at end of period
Unvested stock-settled restricted stock units at beginning of period
Unvested stock-settled restricted stock units at end of period
Unvested stock-settled restricted stock units expected to vest at end of period
December 31, 2022
Restricted
Stock
Units
Weighted-
Average
Grant-Date
Fair Value
891
$
1,552
(260)
(180)
2,003
186
737
1,812
1,607
$
$
$
$
$
42
40
42
44
40
26
46
41
42
The intrinsic value of stock-settled restricted stock units vested was $10.4 million in 2022, $15.1 million in 2021
and $9.6 million in 2020. The intrinsic value of stock-settled restricted stock units outstanding was $65.0 million in
2022.
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.
Prior to 2022, cash-settled awards were granted with three-year performance periods and are based on the
achievement of a specified financial performance measure. Cash-settled awards are classified as a liability in our
Consolidated Balance Sheets. There were payments of approximately $4 million in 2022, $1 million in 2021 and $4
million in 2020.
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 other
performance measures. 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 31, 2022, unrecognized compensation expense related to the unvested portion of our Stock-
Based Awards was approximately $62 million and is expected to be recognized over a weighted-average period of
1.53 years.
Reserved Shares
Any shares issued for the exercise of stock options, vesting of stock-settled restricted stock units and stock-
settled performance awards have generally been from unissued reserved shares.
THE NEW YORK TIMES COMPANY – P. 109
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 31,
2022
December 26,
2021
2,003
1,065
3,068
13,171
3,068
13,171
891
944
1,835
14,720
1,835
14,720
(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 31, 2022, the 2020 Incentive Plan had approximately 13 million shares of Class A Common 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 canceled, forfeited or otherwise terminated, or withheld to satisfy the tax withholding requirements, in accordance with the terms of
the 2020 Incentive Plan.
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 31, 2022, and December 26, 2021, there were 780,724 and 781,724 shares, respectively, 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 $150.0 million Class A share repurchase program that
replaced the previous program, which was approved in 2015. In February 2023, in addition to the remaining 2022
authorization, the Board of Directors approved a $250.0 million Class A share repurchase program. The
authorizations provide that shares of Class A Common Stock 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 to offset the impact of dilution from our equity compensation
program and to return capital to our stockholders. There is no expiration date with respect to these authorizations.
As of December 31, 2022, repurchases under the 2022 authorization totaled approximately $105.1 million
(excluding commissions) and approximately $45.0 million remained.
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 31, 2022.
P. 110 – THE NEW YORK TIMES COMPANY
The following table summarizes the changes in AOCI by component as of December 31, 2022:
(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 26, 2021
$
3,754 $
(385,680) $
(1,276) $
(383,202)
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
(5,759)
—
(1,495)
(4,264)
29,301
20,665
13,233
36,733
(9,675)
—
(2,561)
(7,114)
13,867
20,665
9,177
25,355
Balance as of December 31, 2022
$
(510) $
(348,947) $
(8,390) $
(357,847)
The following table summarizes the reclassifications from AOCI for the period ended December 31, 2022:
(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)
Total reclassification, before tax
Income tax expense
Total reclassification, net of tax
$
$
(2,265)
Other components of net periodic
benefit costs
Other components of net periodic
benefit costs
22,930
20,665
5,473
Income tax expense
15,192
(1) These AOCI 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 Company’s
President and Chief Executive Officer (who is the Company’s Chief Operating Decision Maker) to make decisions
about resources to be allocated to the segment and assess its performance; and (iii) it has available discrete financial
information.
On February 1, 2022, the Company acquired The Athletic Media Company (see Note 5 for additional
information). Beginning with the first quarter of 2022, the results of The Athletic have been included in the
Company’s Consolidated Financial Statements beginning February 1, 2022. The Athletic is a separate reportable
segment of the Company. As a result, beginning in the first quarter of 2022, the Company has two reportable
segments: The New York Times Group and The Athletic. These segments are evaluated regularly by the Company’s
Chief Operating Decision Maker in assessing performance and allocating resources. Management uses adjusted
operating profit (loss) by segment in assessing performance and allocating resources. The Company includes in its
presentation revenues and adjusted operating costs to arrive at adjusted operating profit (loss) by segment. Adjusted
operating costs are defined as operating costs before depreciation and amortization, severance and multiemployer
pension plan withdrawal costs. Adjusted operating profit is defined as operating profit before depreciation and
amortization, severance, multiemployer pension plan withdrawal costs and special items. Asset information by
segment is not a measure of performance used by the Company’s Chief Operating Decision Maker. Accordingly, we
have not disclosed asset information by segment.
THE NEW YORK TIMES COMPANY – P. 111
Subscription revenue from our multi-product digital subscription package (or “bundle”) is allocated to The
New York Times Group and The Athletic. We allocate revenue first to our digital news product based on its list price
and then the remaining bundle revenue is allocated to the other products in the bundle, including The Athletic, based
on their relative list price. The direct variable expenses associated with the bundle, which include credit card fees,
third-party fees and sales taxes, are allocated to The New York Times Group and The Athletic based on a historical
actual percentage of these costs to bundle revenue.
The following tables present segment information:
(In thousands)
Revenues
The New York Times Group
The Athletic
Total revenues
Adjusted operating costs
The New York Times Group
The Athletic
Total adjusted operating costs
Adjusted operating profit
The New York Times Group
The Athletic
Total adjusted operating profit
Years Ended
% Change
December 31,
2022
(52 weeks and
six days)(1)
December 26,
2021
(52 weeks)
2022 vs. 2021
$ 2,222,589
$ 2,074,877
85,732
—
$ 2,308,321
$ 2,074,877
$ 1,838,784
$ 1,739,478
121,606
—
$ 1,960,390
$ 1,739,478
7.1 %
*
11.3 %
5.7 %
*
12.7 %
$
383,805
$
335,399
14.4 %
(35,874)
—
$
347,931
$
335,399
*
3.7 %
110 bps
Adjusted operating profit margin % - New York Times Group
(1) The results of The Athletic have been included in our Consolidated Financial Statements beginning February 1, 2022.
17.3 %
16.2 %
* Represents a change equal to or in excess of 100% or not meaningful.
P. 112 – THE NEW YORK TIMES COMPANY
Revenues detail by segment
(In thousands)
The New York Times Group
Subscription
Advertising
Other
Total
The Athletic
Subscription
Advertising
Other
Total
The New York Times Company
Subscription
Advertising
Other
Years Ended
% Change
December 31,
2022
(52 weeks and
six days)(1)
December 26,
2021
(52 weeks)
2022 vs. 2021
$
1,479,209
$
1,362,115
511,320
497,536
232,060
215,226
$
2,222,589
$
2,074,877
$
73,153
$
11,968
611
$
85,732
$
—
—
—
—
8.6 %
2.8 %
7.8 %
7.1 %
*
*
*
*
$
1,552,362
$
1,362,115
14.0 %
523,288
497,536
232,671
215,226
5.2 %
8.1 %
11.3 %
Total
(1) The results of The Athletic have been included in our Consolidated Financial Statements beginning February 1, 2022.
2,308,321
$
$
2,074,877
* Represents a change equal to or in excess of 100% or not meaningful.
THE NEW YORK TIMES COMPANY – P. 113
Adjusted operating costs (operating costs before depreciation and amortization, severance and multiemployer
pension plan withdrawal costs) detail by segment
(In thousands)
The New York Times Group
Years Ended
% Change
December 31,
2022
(52 weeks and
six days)(3)
December 26,
2021
(52 weeks)
2022 vs. 2021
Cost of revenue (excluding depreciation and amortization)
$
1,135,518
$
1,039,568
9.2 %
Sales and marketing
Product development
Adjusted general and administrative(1)
Total
The Athletic
243,936
294,947
(17.3) %
189,027
160,871
270,303
244,092
$
1,838,784
$
1,739,478
17.5 %
10.7 %
5.7 %
Cost of revenue (excluding depreciation and amortization)
$
73,415
$
Sales and marketing
Product development
Adjusted general and administrative(2)
Total
The New York Times Company
23,617
15,158
9,416
$
121,606
$
—
—
—
—
—
Cost of revenue (excluding depreciation and amortization)
$
1,208,933
$
1,039,568
Sales and marketing
Product development
Adjusted general and administrative
267,553
294,947
204,185
160,871
279,719
244,092
*
*
*
*
*
16.3 %
(9.3) %
26.9 %
14.6 %
Total
12.7 %
(1) Excludes severance of $4.7 million for the 12 months of 2022 and multiemployer pension withdrawal costs of $4.9 million for the 12 months of
2022. Also excludes severance of $0.9 million for the 12 months of 2021 and multiemployer pension withdrawal costs of $5.2 million for the
12 months of 2021.
1,960,390
1,739,478
$
$
(2) Excludes $0.2 million of severance for the 12 months of 2022.
(3) The results of The Athletic have been included in our Consolidated Financial Statements beginning February 1, 2022.
* Represents a change equal to or in excess of 100% or not meaningful.
P. 114 – THE NEW YORK TIMES COMPANY
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 31, 2022, as described below.
The table below presents the lease-related assets and liabilities recorded on the balance sheet:
(In thousands)
Classification in the Consolidated
Balance Sheet
December 31,
2022
December 26,
2021
Operating lease right-of-use assets
Right of use assets
Current operating lease liabilities
Accrued expenses and other
Noncurrent operating lease liabilities
Other
Total operating lease liabilities
$
$
$
57,600 $
9,911 $
59,124
69,035 $
62,567
9,078
63,614
72,692
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 31,
2022
December 26,
2021
December 27,
2020
$
$
13,553
$
11,926
$
11,467
1,714
1,575
1,776
15,267
$
13,501
$
13,243
The table below presents additional information regarding operating leases:
(In thousands, except for 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 31,
2022
December 26,
2021
$
$
12,881
5,970
$
$
8.5 years
4.45 %
12,254
19,457
9.4 years
3.63 %
Maturities of lease liabilities on an annual basis for the Company’s operating leases as of December 31, 2022,
were as follows:
(In thousands)
2023
2024
2025
2026
2027
Later years
Total lease payments
Less: Interest
Present value of lease liabilities
$
$
$
Amount
12,424
11,142
9,886
8,513
7,793
33,325
83,083
(14,048)
69,035
THE NEW YORK TIMES COMPANY – P. 115
Lessor activities
Our leases to third parties predominantly relate to office space in the Company Headquarters.
As of December 31, 2022, and December 26, 2021, the cost and accumulated depreciation related to the
Company Headquarters included in Property, plant and equipment in our Consolidated Balance Sheet was
approximately $522 million and $258 million and $516 million and $240 million, respectively. Office space leased to
third parties represents approximately 36% of gross square feet of the Company Headquarters.
On December 9, 2020, we entered into an agreement to lease and subsequently sell approximately four acres of
land at our printing and distribution facility in College Point, N.Y., subject to certain conditions. The lease
commenced on April 11, 2022. At the time of the lease expiration in February 2025, we will sell the parcel to the lessee
for approximately $36 million. The transaction is accounted for as a sales-type lease and as a result, we recognized a
gain of approximately $34 million (net of commissions) at the time of lease commencement, and recorded a lease
receivable of approximately $36 million in Miscellaneous assets in our Consolidated Balance Sheet as of December 31,
2022. The payments associated with the lease are recorded in Interest income and other, net in our Consolidated
Statements of Operations.
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
For the Twelve Months Ended
December 31,
2022
December 26,
2021
December 27,
2020
$
28,516
$
22,851
$
28,516
Maturities of lease payments to be received on an annual basis for the Company’s office space operating leases
as of December 31, 2022, were as follows:
(In thousands)
2023
2024
2025
2026
2027
Later years
Total building rental revenue from operating leases
$
$
Amount
29,010
29,053
29,344
29,344
29,337
72,443
218,531
P. 116 – THE NEW YORK TIMES COMPANY
18. Commitments and Contingent Liabilities
Restricted Cash
We were required to maintain $13.8 million of restricted cash as of December 31, 2022, and $14.3 million of
restricted cash as of December 26, 2021, 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 2023, our Board of Directors approved a quarterly dividend of $0.11 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 20,
2023, to stockholders of record as of the close of business on April 5, 2023.
The Board of Directors also approved a new $250.0 million Class A share repurchase program in February 2023.
Shares of Class A Common Stock 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. There is no
expiration date with respect to this authorization. This 2023 $250.0 million authorization is in addition to the amount
remaining under the 2022 authorization - see Note 15 for more details.
THE NEW YORK TIMES COMPANY – P. 117
SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS
For the years ended December 31, 2022, December 26, 2021, and December 27, 2020:
(In thousands)
Accounts receivable allowances:
Year ended December 31, 2022
Year ended December 26, 2021
Year ended December 27, 2020
(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
$
$
$
12,374
13,797
14,358
$
$
$
11,973
13,930
14,783
$
$
$
12,087
15,353
15,344
$
$
$
12,260
12,374
13,797
P. 118 – 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 31, 2022. 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 31,
2022, 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. 119
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 — Independence of Directors,” “Board of Directors and Corporate Governance — Board Committees and
Audit Committee Financial Experts,” “Board Committees” and “Nominating & Governance Committee” of our Proxy
Statement for the 2023 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” (other than the section titled “Pay Versus Performance Disclosure”) of our Proxy Statement for
the 2023 Annual Meeting of Stockholders.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The information required by this item is incorporated by reference to the sections titled “Principal Holders of
Common Stock,” “Security Ownership of Management and Directors,” “The Ochs-Sulzberger Trust” and
“Compensation of Executive Officers — Equity Compensation Plan Information” of our Proxy Statement for the 2023
Annual Meeting of Stockholders.
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 2023 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 2023 Annual
Meeting of Stockholders.
P. 120 – THE NEW YORK TIMES COMPANY
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(A) DOCUMENTS FILED AS PART OF THIS REPORT
(1) Financial Statements
As listed in the index to financial information in “Item 8 — Financial Statements and Supplementary Data.”
(2) Supplemental Schedules
The following additional consolidated financial information is filed as part of this Annual Report on Form 10-K
and should be read in conjunction with the Consolidated Financial Statements set forth in “Item 8 — Financial
Statements and Supplementary Data.” Schedules not included with this additional consolidated financial information
have been omitted either because they are not applicable or because the required information is shown in the
Consolidated Financial Statements.
Consolidated Schedule for the Three Years Ended December 31, 2022
II – Valuation and Qualifying Accounts
(3) Exhibits
The exhibits listed in the accompanying index are filed as part of this report.
Page
118
THE NEW YORK TIMES COMPANY – P. 121
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).
P. 122 – THE NEW YORK TIMES COMPANY
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 July 27, 2022, 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, J.P. Morgan Chase Bank, National Association and Wells Fargo Bank, National Association, as Co-
Syndication Agents, U.S. Bank National Association and Trust Bank, as Co-Documentation Agents and BOFA
Securities, Inc., JPMorgan Chase Bank, National Association and Wells Fargo Securities, LLC, as Joint Lead
Arrangers and Joint Bookrunners (filed as an Exhibit to the Company’s Form 8-K dated July 28, 2022, 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 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 “[***].”
THE NEW YORK TIMES COMPANY – P. 123
** 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.
*** Schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish
supplementally a copy of all omitted schedules to the SEC on a confidential basis upon request.
ITEM 16. FORM 10-K SUMMARY
None.
P. 124 – THE NEW YORK TIMES COMPANY
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 28, 2023
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
Date
February 28, 2023
February 28, 2023
February 28, 2023
February 28, 2023
February 28, 2023
February 28, 2023
February 28, 2023
February 28, 2023
February 28, 2023
February 28, 2023
February 28, 2023
February 28, 2023
February 28, 2023
February 28, 2023
February 28, 2023
THE NEW YORK TIMES COMPANY – P. 125
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 28, 2023
/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 28, 2023
/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 31, 2022, 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 28, 2023
/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 31, 2022, 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 28, 2023
/s/ ROLAND A. CAPUTO
Roland A. Caputo
Chief Financial Officer
Board of Directors
Board of Directors
Amanpal S. Bhutani
Amanpal S. Bhutani
C.E.O.
C.E.O.
GoDaddy Inc.
GoDaddy Inc.
Manuel Bronstein
Manuel Bronstein
Chief Product Officer
Chief Product Officer
Roblox Corporation
Roblox Corporation
Beth Brooke
Beth Brooke
Former Global Vice Chair of
Former Global Vice Chair
Public Policy
of Public Policy
Ernst & Young LLP
Ernst & Young LLP
Rachel Glaser
Rachel Glaser
C.F.O.
C.F.O.
Etsy, Inc.
Etsy, Inc.
Arthur Golden
Arthur Golden
Author
Author
Hays N. Golden
Hays N. Golden
Managing Director
Managing Director
University of Chicago
University of Chicago
Crime Lab and Education Lab
Crime Lab and Education Lab
Meredith Kopit Levien
Meredith Kopit Levien
President and C.E.O.
President and C.E.O.
The New York Times Company
The New York Times Company
Brian P. McAndrews
Brian P. McAndrews
Former President, C.E.O.
Former President, C.E.O.
and Chairman
and Chairman
Pandora Media, Inc.
Pandora Media, Inc.
David Perpich
David Perpich
Publisher
Publisher
The Athletic and Wirecutter
The Athletic and Wirecutter
The New York Times Company
The New York Times Company
John W. Rogers, Jr.
John W. Rogers Jr.
Founder, Chairman, Co-C.E.O.
Founder, Chairman, Co-C.E.O.
and C.I.O.
and C.I.O.
Ariel Investments, LLC
Ariel Investments, LLC
A.G. Sulzberger
A.G. Sulzberger
Chairman
Chairman
The New York Times Company
The New York Times Company
Publisher
Publisher
The New York Times
The New York Times
Doreen Toben
Doreen Toben
Former Executive Vice
Former Executive Vice
President and C.F.O.
President and C.F.O.
Verizon Communications, Inc.
Verizon Communications, Inc.
Rebecca Van Dyck
Rebecca Van Dyck
Chief Operating Officer
Former Chief Operating Officer
Reality Labs
Reality Labs
Meta Platforms, Inc.
Meta Platforms, Inc.
Shareholder Information Online
Shareholder Information Online
investors.nytco.com
investors.nytco.com
Visit our website for corporate governance information about the Company,
Visit our website for corporate governance information about the Company,
including the Code of Ethics for the Executive Chairman, C.E.O. and senior
including the Code of Ethics for the Executive Chairman, C.E.O. and senior
financial officers and our Business Ethics Policy.
financial officers and our Business Ethics Policy.
Office of the Secretary
Office of the Secretary
(212) 556-8092
(212) 556-8092
Corporate Communications and Investor Relations
Corporate Communications and Investor Relations
(212) 556-4317
(212) 556-4317
Stock Listing
Stock Listing
The Company’s Class A Common Stock is listed on the New York
The Company’s Class A Common Stock is listed on the New York
Stock Exchange. Ticker symbol: NYT
Stock Exchange. Ticker symbol: NYT
Registrar and Transfer Agent
Registrar and Transfer Agent
If you are a registered shareholder and have a question about your
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,
account, or would like to report a change in your name or address,
please contact:
please contact:
Computershare
Computershare
P.O. Box 505000
P.O. Box 43006
Louisville, KY 40233-5000
Providence, RI 02940-3006
Overnight correspondence should be mailed to:
Overnight correspondence should be mailed to:
Computershare
Computershare
462 South 4th Street, Suite 1600
150 Royall Street, Suite 101
Louisville, KY 40202
Canton, MA 02021
Shareholder Website and Inquiries:
Shareholder Website and Inquiries
www.computershare.com/investor
www.computershare.com/investor
Domestic: (800) 240-0345; TDD Line: (800) 231-5469
Domestic: (800) 240-0345; TDD Line: (800) 231-5469
Foreign: (201) 680-6578; TDD Line: (201) 680-6610
Foreign: (201) 680-6578; TDD Line: (201) 680-6610
Career Opportunities
Career Opportunities
Employment applicants should apply online at www.nytco.com/careers.
Employment applicants should apply online at www.nytco.com/careers.
The Company is committed to a policy of providing equal employment
The Company is committed to a policy of providing equal employment
opportunities without regard to race, color, religion, national origin, ancestry,
opportunities without regard to race, color, religion, national origin, ancestry,
gender, age, marital status, sexual orientation, disability, military or veteran
gender, age, marital status, sexual orientation, disability, military status,
status or any other characteristic covered by law.
veteran status or any other characteristic protected by applicable law.
Annual Meeting
Annual Meeting
Wednesday, April 27, 2022 at 11 a.m. E.T.
Wednesday, April 26, 2023 at 11 a.m. E.T.
www.virtualshareholdermeeting.com/NYT2022
www.virtualshareholdermeeting.com/NYT2023
Auditors
Auditors
Ernst & Young LLP
Ernst & Young LLP
One Manhattan West
One Manhattan West
New York, New York 10001
New York, New York 10001
Forward-Looking Statements
Forward-Looking Statements
This Annual Report contains forward-looking statements within the meaning of
This Annual Report contains forward-looking statements within the meaning of
the federal securities laws. Forward-looking statements are based upon our current
the federal securities laws. Forward-looking statements are based upon our current
expectations, estimates and assumptions and involve risks and uncertainties that
expectations, estimates and assumptions and involve risks and uncertainties that
change over time; actual results could differ materially from those predicted by
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
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
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,
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
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
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
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,
undertake no obligation to publicly update or revise any forward-looking statement,
whether as a result of new information, future events or otherwise.
whether as a result of new information, future events or otherwise.
Copyright 2022
Copyright 2023
The New York Times Company
The New York Times Company
All rights reserved.
All rights reserved.
This Page is Intentionally Left Blank
“ Our mission is to seek the truth and help
people understand the world. This is rooted
in the belief that great journalism has the
power to make each reader’s life richer and
more fulfilling, and to make all of society
stronger and more just. I believe that mission
has never been more essential for our world.
And I believe it has never represented a
more promising foundation for a strong and
growing business.”
A. G. Sulzberger, Publisher
620 Eighth Avenue
New York, NY 10018
Tel 212.556.1234