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What changed in NEW YORK TIMES CO's 10-K — 2022 vs 2023

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Paragraph-level year-over-year comparison of NEW YORK TIMES CO's 2022 and 2023 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2023 report.

+442 added−428 removedSource: 10-K (2024-02-20) vs 10-K (2023-02-28)

Top changes in NEW YORK TIMES CO's 2023 10-K

442 paragraphs added · 428 removed · 343 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

61 edited+6 added−7 removed31 unchanged
Biggest changeWe 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.
Biggest changeWe 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’s affiliate referrals (which generate revenue by offering direct links to merchants in exchange for a portion of the sale price upon completion of a transaction); and • 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.
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.
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 is a top priority.
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.
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 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.
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.
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, Wirecutter and Audio products.
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.
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 tools and resources.
Employee Category Expiration Date NewsGuild of New York ( The New York Times ) March 30, 2021 Mailers March 30, 2023 Voice Actors October 31, 2023 NewsGuild of New York ( Wirecutter ) February 28, 2024 Typographers March 30, 2025 Drivers March 30, 2026 Machinists March 30, 2026 Paperhandlers March 30, 2026 Stereotypers March 30, 2026 Pressmen March 30, 2027 P. 8 – THE NEW YORK TIMES COMPANY 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.
P. 8 – THE NEW YORK TIMES COMPANY Employee Category Expiration Date Mailers November 30, 2023 NewsGuild of New York ( Wirecutter ) February 28, 2024 Typographers March 30, 2025 Voice Actors October 31, 2025 NewsGuild of New York ( The New York Times ) February 28, 2026 Drivers March 30, 2026 Machinists March 30, 2026 Paperhandlers March 30, 2026 Stereotypers March 30, 2026 Pressmen 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.
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.
We plan to continue our emphasis on growing subscribers through our focus on promoting our bundle of interconnected products, which we believe provides the most value to our users and represents the best opportunity to monetize our digital products.
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 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 processes.
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.
In 2024, 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.
(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.
(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 luxury goods, technology and financial companies) promoting products, services or brands on digital platforms in the form of display ads, audio and video, in print in the form of column-inch ads and at live events.
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.
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, affiliate and other future revenue opportunities; and contributes to higher marketing efficiency.
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.
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 23 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.
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.
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 2024, we plan to continue investing in our journalism and remain committed to providing a multimedia report of depth, breadth, authority, creativity and excellence, produced with a focus on independence and integrity.
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.
In the United States, The Times had the largest daily and Sunday print circulation of all seven-day newspapers for the six-month period ended September 30, 2023, according to data collected by the Alliance for Audited Media (“AAM”), an independent agency that audits circulation of most U.S. newspapers and magazines.
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.
Central to our strategy is our offering of 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.
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.
While general-interest news is and will remain our primary value proposition, we are working to build 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.
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 our journalism and other products attract 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.
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.
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 10.36 million at the end of 2023.
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.
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 2023.
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.
We 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, offering leading coverage of breaking news, producing signature journalism projects and excelling at ideas-based commentary and criticism.
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 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 features for the audio product we launched in 2023.
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 analyze average differences across race and gender of our U.S. employees 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.
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.
As part of our news and syndication services, we license articles, graphics and photographs to over 1,200 clients, including newspapers, magazines and websites in over 80 countries and territories worldwide.
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.
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 and for other purposes.
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.
As of December 31, 2023, we had approximately 5,900 full-time equivalent employees, which includes more than 2,700 involved in our journalism operation. While we have employees located throughout the world, our employees are primarily located in the United States.
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.
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 2023, our websites and mobile applications had a monthly average of approximately 90 million unique visitors in the United States on either desktop/laptop computers or mobile devices.
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.
P. 2 – THE NEW YORK TIMES COMPANY Growing subscribers, revenue and profit We believe we are still in the early days of penetrating the global subscription journalism market and we aspire to be the leader in that market.
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 number of paid digital-only subscribers also includes estimated group corporate and group education subscriptions (which collectively represented approximately 6% of total paid digital subscribers as of December 31, 2023). The number of paid group subscribers is derived using the value of the relevant contract and a discounted subscription rate.
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.
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 Audio (our new audio product, launched in the second quarter of 2023), which are available on mobile applications and websites, and Wirecutter (our product review and recommendation offering); and • our related businesses, such as our licensing operations; our commercial printing operations; and other products and services under The Times brand.
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.
Every two years, including in 2023, we perform a pay-equity study, an in-depth review of our compensation practices conducted with an outside expert to identify, assess and address any inconsistencies in pay.
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).
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 and Connections (daily digital word games) and a portion of our audio journalism (which is distributed both on our digital platforms and on third-party platforms).
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 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), the Editing Residency Program (a two-year training program for editors) and the Local Investigations Fellowship (a one-year investigative reporting opportunity that aims to help train local investigative journalists around the country), and support many outside organizations dedicated to increasing diversity in journalism, technology and media. • Evolving opportunities for identity-based connection.
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.
Our affiliate referral revenue is affected in part by seasonal patterns in consumer spending, with generally higher affiliate referral revenue in the fourth quarter due to higher consumer spending. COMPETITION We operate in a highly competitive environment that is subject to rapid change and face significant competition in all aspects of our business.
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.
While we aim to expose more of our subscribers to everything that we offer through the bundle, we continue to offer subscriptions to standalone products as well to attract the widest number of subscribers. Revenue from premium digital advertising remains an important part of our business.
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.
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 represented approximately 21% as of December 31, 2023.
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.
For the year ended December 31, 2023, The Times’s average circulation (which includes paid and qualified circulation of the newspaper in print) was approximately 279,000 for weekday (Monday to Friday) and 677,000 for Sunday.
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.
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.
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.
Our core digital advertising includes direct-sold website, mobile application, podcast, email and video advertisements (including direct-sold programmatic advertising). Our digital advertising offerings include solutions that use proprietary first-party data to generate predictive insights and help inform our clients’ advertising strategies.
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.
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, family building support, access to licensed professional counselors (including therapists trained in journalist occupational culture, stressors and resilience factors), health coaching and advocacy services, fitness resources, child and elder care help, financial wellness programs, work/life support resources and more.
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.
Globally, including the United States, our websites and mobile applications had a monthly average of approximately 131 million unique visitors on either desktop/laptop computers or mobile devices, according to internal data estimates.
In 2022 and 2021, we used the following types and quantities of paper: (In metric tons) 2022 2021 Newsprint (1) 65,000 63,600 Coated and Supercalendered Paper (2) 9,700 9,800 (1) Newsprint usage includes paper used for commercial printing.
In 2023 and 2022, we used the following types and quantities of paper: (In metric tons) 2023 2022 Newsprint (1) 59,000 65,000 Coated and Supercalendered Paper (2) 8,900 9,700 (1) Newsprint usage includes paper used for commercial printing.
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.
We offer a bundle that includes access to our digital news product (which includes our news website, NYTimes.com, and mobile and Audio applications), The Athletic, and our Cooking, Games and Wirecutter products. Our subscriptions also include standalone digital subscriptions to our digital news product, as well as to The Athletic, and to our Cooking, Games and Wirecutter products.
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.
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 a channel for communication with leadership; and provide mentoring, career development and volunteering opportunities.
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.
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.
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.
SUBSCRIBERS AND AUDIENCE Our content reaches a broad audience through both digital and print platforms. As of December 31, 2023, we had approximately 10.36 million subscribers across 233 countries and territories. Paid digital-only subscribers totaled approximately 9.70 million as of December 31, 2023.
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.
To support hybrid work, we have 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. Labor Relations Approximately 43% of our full-time equivalent employees were represented by unions as of December 31, 2023.
In addition, we compete for advertising on digital advertising networks and exchanges with real-time bidding and other programmatic buying channels.
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.
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.
We believe that The Times’s original, independent and high-quality reporting, storytelling, expertise and journalistic excellence set us apart from other news organizations and are at the heart of what makes our journalism worth paying for.
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.
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.
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.
Our suite of email newsletters reaches the inboxes of millions globally and plays a central role in engaging potential subscribers. Our news mobile applications provide users with a seamless way to experience the breadth of the products we offer.
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.
The international edition of The Times is printed under contract at 25 sites throughout the world and is sold in approximately 65 countries and territories. It is distributed through agreements with other newspapers and third-party delivery agents. The primary raw materials we use are newsprint and coated paper, which we purchase from a number of North American and European producers.
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.
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 2023, digital advertising represented approximately 63% of our advertising revenues. The Athletic has revenue from direct-sold display advertising (including direct-sold programmatic advertising), podcast, email and video advertisements and open-market programmatic advertising.
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.
Our annual diversity reports, and more information on our approach to diversity, equity and inclusion, 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.
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.
As of December 31, 2023, we had approximately 10.36 million subscribers, 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.
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.
The impact of our journalism and its breadth is evident as we continue to break stories, produce investigative reports and help our audience understand a wide range of topics. 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 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.
There is no print advertising revenue generated from The Athletic, which does not have a print product. 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.
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. In 2023, print advertising represented approximately 37% 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.
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.
Our digital news product THE NEW YORK TIMES COMPANY – P. 5 also competes with customized news feeds, news aggregators and social media products of companies such as Apple, Alphabet, Meta Platforms and X (formerly Twitter), as well as with emerging products and tools powered by generative artificial intelligence (“AI”).
We also continue to work to further elevate how we lead, manage and promote people, including bolstering feedback, support and performance enablement systems.
We strive to support and provide enriching opportunities to our employees, including through a range of training, professional 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.
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.
We operate in a hybrid work environment, with many of our employees having the flexibility to work both from our offices and remotely, depending on the nature of their role.
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.
The following is a list of collective bargaining agreements covering various categories of the Company’s employees and their corresponding expiration dates. In addition, certain of our technology employees formed a union in 2022, and we are in the process of negotiating an initial collective bargaining agreement with those employees.
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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.
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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.
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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.
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Our Board of Directors reviews and discusses with management a wide range of human capital management matters, including succession planning, talent development and workplace culture. In addition, our Compensation Committee oversees matters related to human capital management, including with respect to compensation structure, pay equity and diversity, equity and inclusion.
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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.
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THE NEW YORK TIMES COMPANY – P. 7 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.
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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.
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We conduct periodic engagement surveys to gauge the experiences, concerns and sentiments of employees in areas such as career development, manager performance and inclusivity.
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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.
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We offer comprehensive benefits to eligible employees and their dependents, including defined contribution (401(k)) plans with a company match, as well as an employee stock purchase program, which provides eligible employees the opportunity to purchase our Class A Common Stock at a discount.
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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.
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As indicated below, our collective bargaining agreement with the Mailers Union has expired and negotiations for a new contract are ongoing. As further indicated below, our collective bargaining agreement with NewsGuild of New York (Wirecutter) will expire on February 28, 2024, and negotiations for a new contract are ongoing. We cannot predict the timing or the outcome of these negotiations.
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We cannot predict the timing or the outcome of these negotiations.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeInformation 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.
Biggest changeWe and the third parties with which we work may be more vulnerable to the risk from activities of this nature as a result of factors such as the high-profile nature of the Company’s business operations and the various jurisdictions in which we and our third-party providers operate; significant increases in remote and hybrid working; employee use of personal devices, which may not have the same level of protection as Company devices and networks; and use of legacy software systems, among others.
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.
In addition, several companies with competing news destinations, subscriptions and other products, such as Apple and Alphabet, control how 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.
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.
In addition, economic, geopolitical and public health 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.
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.
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 power outages, connectivity issues, illness or other causes that impact individuals’ ability to work, our operations and financial performance may be negatively impacted.
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.
If, in the future, we elect to withdraw from additional 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.
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.
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 prospects, that may adversely affect our ability to recruit and retain talent.
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.
In addition, there is 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.
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 offerings include products that use proprietary first-party data to target and 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.
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.
In addition, the Company and the NewsGuild of New York jointly sponsor a defined benefit plan that continues to accrue active benefits for certain 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.
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.
In addition, we rely on the technology, systems, and services 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 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.
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 and coding errors and other vulnerabilities, including those in hardware devices, operating systems and other third-party products or services on which we rely.
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.
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 product and commercial experience and value proposition for our and The Athletic’s users and advertisers, to help grow The Athletic in an effective, efficient and profitable manner.
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.
Holders of Class B Common Stock are entitled to elect the remainder of the Board 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.
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 investments have included, among others, improvements to our digital news product, The Athletic, Games, Audio 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.
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.
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 Our Data Platform, Information Systems and Other Technology Our success depends on our ability to effectively improve and scale our technical and data infrastructure.
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.
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, its credit ratings or absence of a credit rating, the liquidity of the overall capital markets and the state of the economy.
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.
Given the dynamic nature of our business, and the inherent limitations in predicting future performance, 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.
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.
From time to time, we are party to litigation, including matters relating to alleged defamation, consumer class actions and labor and employment-related matters, as well as regulatory, environmental and other proceedings with governmental authorities and administrative agencies.
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).
Our employee-related costs have grown in recent years, and they may further increase, including as a result of a competitive labor market, evolving workforce expectations (including for unionized employees) and inflation.
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.
As a result, the trust has the ability to elect 70% of the Board and to direct the outcome of any matter that does not require a vote of the Class A Common Stock.
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.
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 and recover from a security incident and/or to mitigate any security vulnerabilities that may be identified in the future could be significant.
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 adversely impacted by negative claims or publicity regarding the Company or its operations, products, employees, practices (including social, data privacy 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.
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.
Any interruptions to these services could result in interruptions in service to our subscribers, users, 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.
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
Because this concentrated control could discourage others from initiating any potential merger, takeover or other change of control transaction that may otherwise be beneficial to our businesses, the market price of our Class A Common Stock could be adversely affected. P. 24 – THE NEW YORK TIMES COMPANY
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.
Our required contributions to certain plans have been impacted and may be further impacted by changes in our production, distribution and 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.
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.
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 and retain subscribers.
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.
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 renewals and cancellation. These laws and regulations differ across jurisdictions and continue to evolve.
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.
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 and/or on our subscription revenues and profitability.
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.
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 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.
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.
There can also be no assurance that the actions, measures and controls we have implemented will be effective against future attacks or that they will be sufficient to prevent a future security incident or other disruption to our network or information systems, or those of our third-party vendors, and our disaster recovery planning cannot account for all eventualities.
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.
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 effectively or reduce our operating costs sufficiently in response to a decline in our revenues, our profitability would be adversely affected.
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.
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 or detention 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, including wars and terrorist 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 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.
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.
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 and the introduction of new subscription management tools; 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.
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.
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 $181 million as of December 31, 2023.
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.
Failure to protect personal data in accordance with these requirements, 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.
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.
Our digital advertising operations also rely on technologies (particularly ad servers) 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.
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.
Our employees and the individuals we seek to hire (particularly journalists and people working in digital product development disciplines) 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.
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.
Although as of December 31, 2023, our qualified defined benefit pension plans had plan assets that were approximately $83 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.
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.
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 products become more expensive relative to other media alternatives, including our digital products.
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.
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 the number of our subscribers, revenues, costs, profit, capital expenditures and capital return strategy.
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.
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 respond to and recover from such a security incident or defend against further attacks, divert management’s attention or subject us to liability, or otherwise adversely affect our business.
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 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; career development opportunities that we provide; our reputation; workplace culture; and progress with respect to diversity, equity and inclusion efforts.
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.
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 P. 20 – THE NEW YORK TIMES COMPANY 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.
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.
Any failure, or perceived failure, by us to comply with complex, technical, and rapidly evolving ESG-related laws and regulations, or to meet our own ESG targets and/or commitments, 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.
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.
Any events causing significant disruption or distraction to the public or to our workforce, or impacting overall macroeconomic conditions, such as supply chain disruptions, political instability or crises, economic instability, war, public health crises, 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.
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.
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 ability to effectively protect our intellectual property, including from unauthorized use by generative AI developers in ways that may harm our brand and promote the spread of misinformation; • 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.
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.
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, rapidly evolving P. 12 – THE NEW YORK TIMES COMPANY privacy regulations and platform requirements 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 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.
Our brands, including The New York Times, The Athletic and 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.
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.
Even if our new products and services, or enhancements to existing products and services, are favorably received, they may not advance our business strategy as expected, may result in unanticipated costs or liabilities and may fall short of expected return on investment targets or fail to generate sufficient revenue to justify our investments, which could result in write-offs of impaired assets and/or adversely affect our business, reputation, results of operations and financial condition.
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.
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 more than a dozen states; and others.
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 are investing in efforts to encourage subscribers to use and pay for multiple products, primarily through our multi-product digital bundle, but there can be no assurance that such efforts will continue to be successful in attracting and retaining subscribers.
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.
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 collective bargaining agreements or renew collective bargaining agreements on unfavorable terms.
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.
We have invested and will continue to invest significant resources in our efforts to do so, including our investments in cross-product integrations such 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.
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.
Unauthorized parties have unlawfully misappropriated our brand, content, technology and other intellectual property and may continue to do P. 22 – THE NEW YORK TIMES COMPANY 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.
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.
Effective succession planning is also important to our long-term success, and a failure to effectively ensure train and integrate new employees could hinder our strategic planning and execution.
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.
Companies with large digital platforms, 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.
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.
These actors, whether internal or external to the Company, 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.
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.
We completed our acquisition of The Athletic Media Company in early 2022. We have invested and intend to invest additional amounts in an effort to scale The Athletic’s subscription business and audience, build its advertising business and make The Athletic, which operated at a loss prior to the acquisition, accretive to our overall profitability.
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.
A transition of these services to different cloud providers would be difficult, time consuming and costly to implement. 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.
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.
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 and may be constrained by labor market conditions.
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.
THE NEW YORK TIMES COMPANY – P. 15 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.
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.
THE NEW YORK TIMES COMPANY – P. 21 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 and/or our 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.
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.
We believe the protection and monetization of our proprietary trademarks, copyrighted content and patented technology, as well as other intellectual property, is 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.
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.
Our brand and reputation could also be 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 brands. These investments are considerable and may not be successful.
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.
For example, advertising spending is sensitive to economic, geopolitical and public health 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.
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.
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.
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.
As we periodically augment and enhance our financial systems (including implementation in 2024 of a new financial system related to digital subscriptions), 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.
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.
THE NEW YORK TIMES COMPANY – P. 17 Risks Related to Our Employees and Pension Obligations Attracting and maintaining a talented and diverse workforce, which is vital to our success, is challenging and costly; failure to do so could have a negative impact on our competitive position, reputation, business, financial condition and results of operations.
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.
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. Additionally, consumers may reduce the product purchases through which we generate affiliate referral revenues.
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.
Some of these companies encourage their large audiences to access our content, or derivations thereof, within their products, impacting our ability to attract, engage and monetize users directly.
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.
Within the digital and audio advertising markets, our ability to compete successfully for advertising budgets will depend on, among other things, our ability to engage and grow digital and audio audiences, collect and leverage data, and demonstrate the value of our advertising and the effectiveness of our products to advertisers.
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.
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.
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.
P. 16 – THE NEW YORK TIMES COMPANY 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.
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.
For example, if inflation increases for an extended period, our employee-related costs are likely to increase. Our printing and distribution costs have been impacted in the past and may be impacted in the future by inflation and higher costs, including those associated with raw materials, delivery costs and/or utilities.
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.
As our business grows in size, scope and complexity, 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.
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.
To date, no incidents have had a material adverse effect on our business, financial condition or results of operations.
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 competitors include content providers and distributors, as well as news aggregators, search engines, social media platforms and emerging products and tools powered by generative AI. Competition among these companies is robust, and new competitors can quickly emerge.
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.
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. Developments in generative AI are increasing such competition.
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.
Financial pressures, newspaper industry trends or economics, labor shortages or unrest, changing legal obligations regarding classification of workers or other circumstances that affect our print and distribution partners and/or lead to reduced operations or consolidations or closures of print sites, newsprint mills and/or distribution routes may 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.
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.
Consumers’ willingness to subscribe to our products may depend on a variety of factors, including our subscription plans and pricing, the perceived differentiated value of being a subscriber, consumers’ discretionary spending habits, and our marketing expenditures and effectiveness, as well as the factors described above that impact the size and engagement of our audience and other factors within and outside our control.

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Item 2. Properties

Properties — owned and leased real estate

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Biggest changeITEM 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.
Biggest changeITEM 2. PROPERTIES We own and lease various real properties in the U.S. and around the world, including in Europe and Asia. 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.
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.
We own a leasehold condominium interest representing approximately 828,000 gross square feet in the building. As of December 31, 2023, we had leased approximately 296,000 gross square feet to third parties. In addition, we own a printing and distribution facility with 570,000 gross square feet located in College Point, N.Y., on a 31-acre site.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeITEM 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.
Biggest changeITEM 3. LEGAL PROCEEDINGS We are involved in various legal actions incidental to our business that are now pending against us. These actions generally assert damages claims that are greatly in excess of the amount, if any, that we would be liable to pay if we lost or settled the cases.
Removed
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.
Added
We record a liability for legal claims when a loss is probable and the amount can be reasonably estimated. Although the Company cannot predict the outcome of these matters, no amount of loss in excess of recorded amounts as of December 31, 2023, is believed to be reasonably possible.
Removed
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.
Added
On December 27, 2023, we filed a lawsuit against Microsoft Corporation (“Microsoft”), Open AI Inc. and various of its corporate affiliates (collectively, “OpenAI”) in the United States District Court for the Southern District of New York, alleging copyright infringement, unfair competition, trademark dilution and violations of the Digital Millennium Copyright Act, related to their unlawful and unauthorized copying and use of our journalism and other content.
Added
We are seeking monetary relief, injunctive relief preventing Microsoft and OpenAI from continuing their unlawful, unfair and infringing conduct and other relief. We intend to vigorously pursue all of our legal remedies in this litigation, but there is no guarantee that we will be successful in our efforts.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeAnthony Benten 59 1989 Senior Vice President, Treasurer (since 2016) and Chief Accounting Officer (since 2019); Corporate Controller (2007 to 2019); Senior Vice President, Finance (2008 to 2016) Diane Brayton 54 2004 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) Roland A.
Biggest changeAnthony Benten 60 1989 Senior Vice President, Treasurer (since 2016) and Chief Accounting Officer (since 2019); Corporate Controller (2007 to 2019); Senior Vice President, Finance (2008 to 2016) Diane Brayton 55 2004 Executive Vice President and General Counsel (since 2017); Secretary (2011 to 2023); 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) Jacqueline Welch 53 2021 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. 27 PART II
ITEM 4. MINE SAFETY DISCLOSURES Not applicable. P. 24 – THE NEW YORK TIMES COMPANY EXECUTIVE OFFICERS OF THE REGISTRANT Name Age Employed By Registrant Since Recent Position(s) Held as of February 23, 2022 A.G.
ITEM 4. MINE SAFETY DISCLOSURES Not applicable. P. 26 – THE NEW YORK TIMES COMPANY EXECUTIVE OFFICERS OF THE REGISTRANT Name Age Employed By Registrant Since Recent Position(s) Held as of February 20, 2024 A.G.
Sulzberger 42 2009 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) Meredith Kopit Levien 51 2013 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) R.
Sulzberger 43 2009 Chairman (since 2021) and Publisher of The Times (since 2018); Deputy Publisher (2016 to 2017); Associate Editor (2015 to 2016); Assistant Editor (2012 to 2015) Meredith Kopit Levien 52 2013 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) William Bardeen 49 2004 Executive Vice President and Chief Financial Officer (since July 2023); Chief Strategy Officer (2018 to 2023); Senior Vice President, Strategy and Development (2013 to 2018); Corporate Development, Business Development and Strategic Planning roles (2004 to 2013) R.
Removed
Caputo 62 1986 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) Jacqueline Welch 53 2021 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 Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeISSUER PURCHASES OF EQUITY SECURITIES (1) Period Total number of shares of Class A Common Stock purchased (a) Average price paid per share of Class A Common Stock (b) Total number of shares of Class A Common Stock purchased as part of publicly announced plans or programs (c) Maximum number (or approximate dollar value) of shares of Class A Common Stock that may yet be purchased under the plans or programs (d) September 26, 2022 - October 30, 2022 453,672 $ 29.35 453,672 $ 56,922,000 October 31, 2022 - November 27, 2022 27,253 $ 33.84 27,253 $ 56,007,000 November 28, 2022 - December 31, 2022 328,431 $ 33.53 328,431 $ 45,007,000 Total for the fourth quarter of 2022 809,356 $ 31.20 809,356 $ 45,007,000 (1) In February 2022, the Board of Directors approved a $150.0 million Class A stock repurchase program.
Biggest changeISSUER PURCHASES OF EQUITY SECURITIES (1) Period Total number of shares of Class A Common Stock purchased (a) Average price paid per share of Class A Common Stock (b) Total number of shares of Class A Common Stock purchased as part of publicly announced plans or programs (c) Maximum number (or approximate dollar value) of shares of Class A Common Stock that may yet be purchased under the plans or programs (d) October 1, 2023 - October 31, 2023 19,043 $ 39.96 19,043 $ 250,677,000 November 1, 2023 - November 30, 2023 5,000 $ 39.97 5,000 $ 250,478,000 December 1, 2023 - December 31, 2023 — $ — — $ 250,478,000 Total for the fourth quarter of 2023 24,043 $ 39.98 24,043 $ 250,478,000 (1) In February 2022, the Board of Directors approved a $150.0 million Class A stock repurchase program.
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
As a result, stockholder return includes both dividends and stock appreciation. Stock Performance Comparison Between the S&P 400 Midcap Index, S&P 1500 Media & Entertainment Index and The New York Times Company’s Class A Common Stock
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.
P. 28 – 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, 2023, on an assumed investment of $100 on December 31, 2018, in the Company, the Standard & Poor’s S&P 400 MidCap Stock Index and the Standard & Poor’s S&P 1500 Media & Entertainment Index.
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.
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.
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.
The number of security holders of record as of February 14, 2024, was as follows: Class A Common Stock: 4,427; Class B Common Stock: 25. In February 2024, the Board of Directors approved a quarterly dividend of $0.13 per share, an increase of $0.02 per share from the previous quarter.
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.
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.
Removed
As of February 21, 2023, there have been no repurchases under the 2023 $250.0 million authorization.
Added
Through February 14, 2024, the aggregate purchase price of repurchases under these programs totaled approximately $170.5 million (excluding commissions), fully utilizing the 2022 authorization and leaving approximately $229.5 million remaining under the 2023 authorization. There is no expiration date with respect to these authorizations.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeThe components of operating costs as a percentage of total operating costs were as follows: Years Ended December 31, 2022 December 26, 2021 (52 weeks and six days) (52 weeks) Components of operating costs as a percentage of total operating costs Cost of revenue (excluding depreciation and amortization) 59 % 58 % Sales and marketing 13 % 16 % Product development 10 % 9 % General and administrative 14 % 14 % Depreciation and amortization 4 % 3 % Total 100 % 100 % THE NEW YORK TIMES COMPANY – P. 39 The components of operating costs as a percentage of total revenues were as follows: Years Ended December 31, 2022 December 26, 2021 (52 weeks and six days) (52 weeks) Components of operating costs as a percentage of total revenues Cost of revenue (excluding depreciation and amortization) 52 % 50 % Sales and marketing 12 % 14 % Product development 9 % 8 % General and administrative 13 % 12 % Depreciation and amortization 4 % 3 % Total 90 % 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.
Biggest changeTHE NEW YORK TIMES COMPANY – P. 39 The components of operating costs as a percentage of total revenues were as follows: Years Ended December 31, 2023 December 31, 2022 (52 weeks) (52 weeks and five days) (1) Components of operating costs as a percentage of total revenues Cost of revenue (excluding depreciation and amortization) 51 % 52 % Sales and marketing 11 % 12 % Product development 9 % 9 % General and administrative 13 % 13 % Depreciation and amortization 4 % 4 % Acquisition-related costs — % 2 % Impairment charges 1 % — % Multiemployer pension plan liability adjustment — % 1 % Total 89 % 93 % (1) Recast to conform to the current presentation of total operating costs.
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.
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.
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.
We believe that our original, independent and high-quality reporting, storytelling, expertise 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.
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.
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 open-market 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.
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.
In determining the expected long-term rate of return on assets, we evaluated input from our investment consultants 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 are based on broad equity and bond indices.
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.
While benefit payments under these plans are expected to continue beyond 2033, 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.
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.
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, 2023, and results of operations for the two years ended December 31, 2023.
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.
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 (including direct-sold programmatic advertising). 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.
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 diluted earnings per share provides useful information in evaluating the Company’s period-to-period performance because it eliminates items that the Company does not consider to be indicative of earnings from ongoing operating activities.
We believe our cash and cash equivalents, marketable securities balance and cash provided by operations, in combination with other sources of cash, will be sufficient to meet our financing needs over the next 12 months and beyond.
We 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 twelve months and beyond.
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.
Management considers non-operating retirement costs to be outside the performance of the business and believes that presenting adjusted diluted earnings per share 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 and GAAP operating results, provide increased transparency and a better understanding of the underlying trends in the Company’s operating business performance.
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.
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 $9 million, including approximately $2 million of accrued interest as of December 31, 2023.
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.
We expect contributions made to satisfy minimum funding requirements to total approximately $13 million in 2024. 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.
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.
Based on the composition of our assets at the end of the year, we estimated our 2024 expected long-term rate of return to be 5.90%. If we had decreased our expected long-term rate of return on our plan assets by 50 basis points in 2023, pension expense would have increased by approximately $7 million for our qualified pension plans.
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.
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 five fewer days on our year-over-year comparison of revenues where meaningful.
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 contingent consideration balance of $5.0 million as of December 31, 2023, 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.
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.
If we had decreased the expected discount rate by 50 basis points for our qualified plans and our non-qualified plans in 2023, pension expense would have increased by approximately $0.6 million and our pension obligation would have increased by approximately $63 million as of December 31, 2023.
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.
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 2029-2033.
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.
Other revenues primarily consist of revenues from Wirecutter affiliate referrals, licensing, commercial printing, the leasing of floors in our Company Headquarters, television and film, retail commerce, our live events business and our student subscription sponsorship program. Our main operating costs are employee-related costs.
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.
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 of The Athletic Media Company.
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.
Management believes that estimating the impact of the five fewer days on the Company’s operating costs and operating profit presents challenges and, therefore, no such estimate is made with respect to these items.
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.
Management believes that estimating the impact of the five fewer days on the Company’s operating costs and operating profit presents challenges and, therefore, no such estimate is made with respect to these items.
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).
Specifically, we have referred to the following non-GAAP financial measures in this report: • diluted earnings per share excluding amortization of acquired intangible assets, severance, non-operating retirement costs and the impact of special items (or adjusted diluted earnings per share); • 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, multiemployer pension plan withdrawal costs and special items (or adjusted operating costs); and THE NEW YORK TIMES COMPANY – P. 45 • free cash flow (defined as net cash provided by operating activities less capital expenditures).
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.
Other Revenues Other revenues primarily consist of revenues from Wirecutter affiliate referrals, licensing, commercial printing, the leasing of floors in our Company Headquarters, television and film, retail commerce, our live events business and our student subscription sponsorship program.
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 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 $13.8 million as of December 31, 2023.
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.
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 12.0% to $389.9 million in 2023 from $347.9 million in 2022. Operating profit margin (operating profit expressed as a percentage of revenues) increased to 11.4% in 2023, compared with 8.7% in 2022.
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 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 5.60% at the beginning of 2023.
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.
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.
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.
P. 54 – THE NEW YORK TIMES COMPANY 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.
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.
See Note 7 of the Notes to the Consolidated Financial Statements for information regarding the Credit Facility. P. 52 – THE NEW YORK TIMES COMPANY Contractual Obligations The information provided is based on management’s best estimate and assumptions of our contractual obligations as of December 31, 2023. Actual payments in future periods may vary from those reflected in the table.
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.
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.
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.
Our printing and distribution costs also have been impacted in the past and may be further impacted in the future by inflation and higher costs, including those associated with raw materials, delivery costs and/or utilities.
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.
As of December 31, 2023, there was approximately $0.6 million in outstanding letters of credit and the remaining committed amount remains available. As of December 31, 2023, there were no outstanding borrowings under the Credit Facility and the Company was in compliance with the financial covenants contained in the Credit Facility.
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.
We expect to continue to experience volatility in our pension costs, particularly due to the impact of changing discount rates, long-term return on plan assets and mortality assumptions on our qualified and non-qualified pension plans. 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.
Significant components of the management’s discussion and analysis of results of operations and financial condition section include: PAGE Executive Overview: The executive overview section provides a summary of The New York Times Company and our business. 28 Results of Operations: The results of operations section provides an analysis of our results on a consolidated basis and segment information. 32 Non-Operating and Non-GAAP Items: 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. 45 Liquidity and Capital Resources: 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. 50 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. 54 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. 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.
Significant components of the management’s discussion and analysis of results of operations and financial condition section include: PAGE Executive Overview: The executive overview section provides a summary of The New York Times Company and our business. 30 Results of Operations: The results of operations section provides an analysis of our results on a consolidated basis and segment information. 34 Non-Operating and Non-GAAP Items: 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, 2023, and December 31, 2022. 45 Liquidity and Capital Resources: The liquidity and capital resources section provides a discussion of our cash flows for the two years ended December 31, 2023, and December 31, 2022, and restricted cash, capital expenditures and third-party financing, commitments and contingencies existing as of December 31, 2023. 50 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. 54 EXECUTIVE OVERVIEW We are a global media organization focused on creating and distributing high-quality news and information that helps our audience understand and engage with the world.
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.
As of December 31, 2023, we had cash and cash equivalents and marketable securities of $709.2 million and approximately $350 million in available borrowings, and no amounts were outstanding under the Credit Facility.
P. 36 – THE NEW YORK TIMES COMPANY 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 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, in print in the form of column-inch ads and at live events.
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.
The remaining cash inflows were primarily from other revenue sources such as Wirecutter affiliate referrals, licensing, commercial printing, the leasing of floors in the Company Headquarters, books, television and film, retail commerce, our live events business, and our student subscription sponsorship program. Our primary uses of cash from operations were for employee compensation and benefits and other operating expenses.
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.
Adjusted operating profit and adjusted operating profit margin are useful in evaluating the ongoing performance of the Company’s businesses as they exclude 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 and special items.
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.
The weighted-average discount rate determined on this basis was 5.25% for our qualified plans and 5.21% for our non-qualified plans as of December 31, 2023.
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.
P. 46 – THE NEW YORK TIMES COMPANY 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.
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.
Our primary sources of cash from operations were revenues from subscription and advertising sales. Subscription and advertising revenues provided about 68% and 21%, respectively, of total revenues in 2023.
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.
Subscription revenues are based on both the number of digital-only subscriptions and copies of the printed newspaper sold, and the rates charged to the respective customers.
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.
As of December 31, 2023, our qualified pension plans had plan assets that were $83.0 million above the present value of future benefits obligations, an increase of $13.5 million from $69.5 million as of December 31, 2022. We expect contributions made to satisfy minimum funding requirements to total approximately $13 million in 2023.
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.
In addition, the Company adopted a change to its fiscal calendar and as a result, its 2023 fiscal year included five fewer days compared with 2022. Included below is the estimated impact of the five fewer days on fiscal year revenue.
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
RECENT ACCOUNTING PRONOUNCEMENTS See Note 2 of the Notes to the Consolidated Financial Statements for information regarding recent accounting pronouncements.
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.
Our plan assets had an average rate of return of approximately 9.92% in 2023 and an average annual return of approximately -4.37% over the three-year period 2021–2023. We regularly review our actual asset allocation and periodically rebalance our investments to meet our investment strategy.
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.
(2) Excludes severance of $6.4 million and $4.5 million for the 12 months of 2023 and 2022, respectively. Excludes multiemployer pension withdrawal costs of $5.2 million and $4.9 million for the 12 months of 2023 and 2022, respectively. (3) Excludes severance of $1.2 million and $0.2 million for the 12 months of 2023 and 2022, respectively.
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.
See Note 9 of the Notes to the Consolidated Financial Statements for additional information regarding our pension plans. 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.
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.
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.
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 NEW YORK TIMES COMPANY – P. 33 RESULTS OF OPERATIONS Overview Fiscal year 2023 was composed of 52 weeks, and fiscal year 2022 was composed of 52 weeks and an additional five days.
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.
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 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.
P. 56 – THE NEW YORK TIMES COMPANY 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 $68 million as of December 31, 2023.
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.
See Note 5 of the Notes to the Consolidated Financial Statements for additional information related to this acquisition. In 2022, the Company adopted a change to its fiscal calendar and as a result, there were five fewer days in fiscal year 2023 compared with 2022.
P. 32 – THE NEW YORK TIMES COMPANY Revenues Subscription, advertising and other revenues were as follows: Years Ended % Change (In thousands) December 31, 2022 December 26, 2021 2022 vs. 2021 (52 weeks and six days) (52 weeks) Subscription $ 1,552,362 $ 1,362,115 14.0 Advertising 523,288 497,536 5.2 Other 232,671 215,226 8.1 Total $ 2,308,321 $ 2,074,877 11.3 Subscription Revenues 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).
P. 34 – THE NEW YORK TIMES COMPANY Revenues Subscription, advertising and other revenues were as follows: Years Ended % Change (In thousands) December 31, 2023 December 31, 2022 2023 vs. 2022 (52 weeks) (52 weeks and five days) Subscription $ 1,656,153 $ 1,552,362 6.7 Advertising 505,206 523,288 (3.5) Other 264,793 232,671 13.8 Total $ 2,426,152 $ 2,308,321 5.1 Subscription Revenues 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 and Wirecutter products), and single-copy and bulk sales of our print products (which represent less than 5% of these revenues).
(In thousands) December 31, 2022 December 26, 2021 Goodwill $ 414,046 $ 166,360 Intangibles $ 317,314 $ 14,246 Total assets $ 2,533,752 $ 2,564,108 Percentage of goodwill and intangibles to total assets 29 % 7 % The impairment analysis is considered critical because of the significance of goodwill and intangibles to our Consolidated Balance Sheets.
(In thousands) December 31, 2023 December 31, 2022 Goodwill $ 416,098 $ 414,046 Intangibles $ 285,490 $ 317,314 Total assets $ 2,714,595 $ 2,533,752 Percentage of goodwill and intangibles to total assets 26 % 29 % The impairment analysis is considered critical because of the significance of goodwill and intangibles to our Consolidated Balance Sheets.
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.
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.
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.
Prior to April 1, 2023, we allocated to NYTG and The Athletic direct variable expenses associated with the bundle, which include credit card fees, third-party fees and sales taxes, based on a historical actual percentage of these costs to bundle revenues.
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.
There is no expiration date with respect to these authorizations. P. 50 – THE NEW YORK TIMES COMPANY During 2023, we made contributions of $10.5 million to certain qualified pension plans funded by cash on hand.
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 include economic weakness, instability, 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; and political and sociopolitical uncertainties and conflicts (including the war in Ukraine and the Israel-Hamas war). These factors may result in declines and/or volatility in our results.
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.
The capital expenditures will be primarily driven by expenditures related to our College Point, N.Y., printing and distribution facility, investments in technology to support our strategic initiatives and improvements in our Company Headquarters.
In addition, management uses free cash flow to set targets for return of capital to stockholders in the form of dividends and share repurchases.
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.
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 Years Ended % Change (In thousands) December 31, 2022 December 26, 2021 2022 vs. 2021 (52 weeks and six days) (52 weeks) Operating profit $ 201,967 $ 268,034 (24.6) % Add: Depreciation and amortization 82,654 57,502 43.7 % Severance 4,669 882 * Multiemployer pension plan withdrawal costs 4,871 5,150 (5.4) % Special items: Acquisition-related costs 34,712 — * Impairment charge 4,069 — * Lease termination charge — 3,831 * Multiemployer pension plan liability adjustment 14,989 — * Adjusted operating profit $ 347,931 $ 335,399 3.7 % Divided by: Revenue 2,308,321 2,074,877 11.3 % Operating profit margin 8.7 % 12.9 % (420) bps Adjusted operating profit margin 15.1 % 16.2 % (110) bps * Represents a change equal to or in excess of 100% or one that is not meaningful.
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 Years Ended % Change (In thousands) December 31, 2023 December 31, 2022 2023 vs. 2022 (52 weeks) (52 weeks and five days) Operating profit $ 276,272 $ 201,967 36.8 % Add: Depreciation and amortization 86,115 82,654 4.2 % Severance 7,582 4,669 62.4 % Multiemployer pension plan withdrawal costs 5,248 4,871 7.7 % Acquisition-related costs — 34,712 * Impairment charge 15,239 4,069 * Multiemployer pension plan liability adjustment (605) 14,989 * Adjusted operating profit $ 389,851 $ 347,931 12.0 % Divided by: Revenue 2,426,152 2,308,321 5.1 % Operating profit margin 11.4 % 8.7 % 270 bps Adjusted operating profit margin 16.1 % 15.1 % 100 bps * Represents a change equal to or in excess of 100% or one that is not meaningful.
We made contributions of approximately $11 million and $10 million to certain qualified pension plans in 2022 and 2021, resp ectively. 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.
We expect to make contributions in 2024 to satisfy minimum funding requirements of approximately $13 million. We will continue to look for ways to reduce the size and volatility of our pension obligations.
Capital Resources Sources and Uses of Cash Cash flows provided by/(used in) by category were as follows: Years Ended % Change (In thousands) December 31, 2022 December 26, 2021 2022 vs. 2021 Operating activities $ 150,687 $ 269,098 (44.0) Investing activities $ (73,561) $ (180,807) (59.3) Financing activities $ (174,306) $ (54,947) 217.2 Operating Activities Cash from operating activities is generated by cash receipts from subscriptions, advertising sales and other revenue.
Capital Resources Sources and Uses of Cash Cash flows provided by/(used in) by category were as follows: Years Ended % Change (In thousands) December 31, 2023 December 31, 2022 2023 vs. 2022 Operating activities $ 360,618 $ 150,687 * Investing activities $ (159,690) $ (73,561) * Financing activities $ (132,710) $ (174,306) (23.9) Operating Activities Cash from operating activities is generated by cash receipts from subscriptions, advertising sales and other revenue.
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.
Adjusted operating profit margin (adjusted operating profit expressed as a percentage of revenues) increased to 16.1% in 2023, compared with 15.1% in 2022. • Total revenues increased 5.1% to $2.43 billion in 2023 from $2.31 billion in 2022. • Total subscription revenues increased 6.7% to $1.66 billion in 2023 from $1.55 billion in 2022.
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.
Cost of revenue in 2023 increased $40.1 million, or 3.3%, compared with 2022, largely due to higher journalism costs of $54.4 million, higher digital content delivery costs of $6.5 million, and higher subscriber servicing costs of $3.1 million, partially offset by lower advertising servicing costs of $14.7 million and lower print production and distribution costs of $9.2 million.
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.
Digital other revenues, which consist primarily of Wirecutter affiliate referral revenue, digital licensing revenue and our student subscription sponsorship program, totaled $152.0 million and $114.6 million in 2023 and 2022, respectively. Building rental revenue from the leasing of floors in the Company Headquarters totaled $27.2 million and $28.5 million in 2023 and 2022, respectively.
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.
Our pension liability also includes our multiemployer pension plan withdrawal obligations. The table below includes the liability for all of our pension plans.
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 have paid quarterly dividends on the Class A and Class B Common Stock since late 2013. In February 2024, the Board of Directors approved a quarterly dividend of $0.13 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).
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.
Net cash provided by operating activities increased in 2023 compared with 2022 due to higher net income (which in 2022 was impacted by a payment related to the acceleration of The Athletic stock options in connection with the acquisition), lower tax payments and lower cash payments for incentive compensation, partially offset by lower cash collections from accounts receivable.
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.
We and the companies with which we do business are subject to risks and uncertainties caused by factors beyond our control, including economic, geopolitical and public health conditions.
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.
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.
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.
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, 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.
(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.
(2) Represents purchase commitments for the use of digital content delivery services from August 1, 2023 through July 31, 2028. (3) 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.
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.
In 2023, we did not identify any impairment related to intangible assets with definite lives. Pension Benefits We sponsor 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.
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.
Industry Trends, Economic Conditions, Challenges and Risks We operate in a highly competitive environment that is subject to rapid change. Companies shaping our competitive environment include content providers and distributors, as well as news aggregators, search engines, social media platforms and emerging products and tools powered by generative AI.
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-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.
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.
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.
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 NEW YORK TIMES COMPANY – P. 41 Prior to April 1, 2023, we allocated bundle revenues first to our digital news product based on its standalone list price and then the remaining bundle revenues were allocated to the other products in the bundle, including The Athletic, based on their relative standalone list prices.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeChanges 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.
Biggest changeChanges 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 $4.5 million in the market value of our marketable debt securities as of December 31, 2023.
Removed
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.
Added
See “Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations — Pensions and Other Postretirement Benefits.” See Notes 4, 9 and 10 of the Notes to the Consolidated Financial Statements. THE NEW YORK TIMES COMPANY – P. 57
Removed
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.
Removed
P. 58 – THE NEW YORK TIMES COMPANY

Other NYT 10-K year-over-year comparisons