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What changed in NEW YORK TIMES CO's 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of NEW YORK TIMES CO's 2023 and 2024 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 2024 report.

+395 added−432 removedSource: 10-K (2025-02-27) vs 10-K (2024-02-20)

Top changes in NEW YORK TIMES CO's 2024 10-K

395 paragraphs added · 432 removed · 347 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

57 edited+4 added−17 removed24 unchanged
Biggest changeColumn-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.
Biggest changePrint 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. In 2024, print advertising represented approximately 32% of our advertising revenues.
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.
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 Audio, Cooking, Games and Wirecutter products.
(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.
(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, audio and video ads; 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, affiliate 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 revenue opportunities; and contributes to higher marketing efficiency.
Our news product most directly competes for audience, subscriptions and advertising with other U.S. and global news and information digital and print products, including The Washington Post, The Wall Street Journal, CNN, BBC News, Vox, The Guardian and Financial Times.
Our news product most directly competes for audience, subscriptions and advertising with other U.S. and global news and information digital and print products, including The Washington Post, The Wall Street Journal, CNN, BBC News, The Guardian and Financial Times.
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.
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 help our audience understand and engage with the world, and this mission has contributed to our success.
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.
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, 2024, according to data collected by the Alliance for Audited Media (“AAM”), an independent agency that audits circulation of most U.S. newspapers and magazines.
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.
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 22 remote print sites across the United States. We also utilize excess capacity at our College Point facility for commercial printing and distribution for third parties.
The 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 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, 2024). The number of paid group subscribers is derived using the value of the relevant contract and a discounted subscription rate.
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.
Globally, including the United States, our websites and mobile applications had a monthly average of approximately 137 million unique visitors on either desktop/laptop computers or mobile devices, according to internal data estimates.
We have included our website addresses throughout this report as inactive textual references only. The information contained on the websites referenced herein is not incorporated into this filing. THE NEW YORK TIMES COMPANY – P. 9
We have included our website addresses throughout this report as inactive textual references only. The information contained on the websites referenced herein is not incorporated into this filing. P. 8 – THE NEW YORK TIMES COMPANY
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.
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 2024, our websites and mobile applications had a monthly average of approximately 93 million unique visitors in the United States on either desktop/laptop computers or mobile devices.
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.
The international edition of The Times is printed under contract at 23 sites throughout the world and is sold in approximately 60 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.
THE NEW YORK TIMES COMPANY – P. 1 OUR STRATEGY Our strategy is to be the essential digital subscription for every curious, English-speaking person seeking to understand and engage with the world, which includes: • being the world’s best general-interest news destination; • becoming more valuable to more people by helping them make the most of their lives and engage with their passions; and • creating a more expansive and connected product experience that makes our products indispensable.
THE NEW YORK TIMES COMPANY – P. 1 OUR STRATEGY Our strategy is to be the essential subscription for curious people seeking to understand and engage with the world, which includes: • being the world’s best general-interest news destination; • becoming more valuable to more people by helping them make the most of their lives and engage with their passions; and • creating a more expansive and connected product experience that makes our products indispensable.
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.
In 2025, we plan to continue prioritizing these areas, with a focus on strengthening our data management infrastructure, enhancing the platforms that power our multiproduct digital bundle, and advancing machine-learning applications across our business. We have already seen and expect to see further benefits from these investments as they help us better engage, habituate, convert and retain more subscribers.
The 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.
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), Audio (our audio product), Cooking (our recipes product) and Games (our puzzle games product), 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.
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.
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. THE NEW YORK TIMES COMPANY – P. 5 COMPETITION We operate in a highly competitive environment subject to rapid change and face significant competition in all aspects of our business.
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 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 P. 2 – THE NEW YORK TIMES COMPANY to monetize our digital products.
This includes a rigorous and transparent process for investigating workplace complaints and concerns, as well as expectations for our employees on how to approach their work and engage with, manage and lead each other. • Focusing on pay equity.
This includes setting and communicating clear expectations for our employees on how to approach their work and engage with, manage and lead each other, as well as a rigorous and transparent process for investigating workplace complaints and concerns.
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.
Category Expiration Date Typographers March 30, 2025 Voice Actors October 31, 2025 The New York Times Guild February 28, 2026 Drivers March 30, 2026 Machinists March 30, 2026 Paperhandlers March 30, 2026 Stereotypers March 30, 2026 Wirecutter February 28, 2027 Mailers March 30, 2027 Pressmen March 30, 2027 The New York Times Tech Guild February 29, 2028 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.
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.
For the year ended December 31, 2024, The Times’s average circulation (which includes paid and qualified circulation of the newspaper in print) was approximately 253,000 for weekday (Monday to Friday) and 623,000 for Sunday.
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.
As of December 31, 2024, we had approximately 11.43 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 multiproduct bundle subscriptions to our digital products and subscriptions to and single-copy and bulk sales of our print products.
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 offer a bundle that includes access to our digital news product (which includes our news website, NYTimes.com, and mobile application), The Athletic, and our Audio, Cooking, Games and Wirecutter products. Our subscriptions also include standalone digital subscriptions to each of these products.
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.
Revenue from premium digital advertising remains an important part of our business. 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.
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.
In 2024 and 2023, we used the following types and quantities of paper: (In metric tons) 2024 2023 Newsprint (1) 55,000 59,000 Coated and Supercalendered Paper (2) 7,900 8,900 (1) Newsprint usage includes paper used for commercial printing.
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.
This includes subscribers with paid digital-only subscriptions to one or more of our news product, The Athletic, or our Audio, Cooking, Games and Wirecutter products. International subscribers with a paid digital-only subscription represented over 20% as of December 31, 2024.
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.
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. We plan to continue to invest in engaging content and product features across our products, including audio-visual programming and features.
We compete for audience, subscribers and advertising against a wide variety of digital and print media companies, including digital and traditional print content providers, news aggregators, search engines, social media platforms and streaming services, any of which might attract audiences and/or advertisers to their platforms and away from ours.
We compete for audience, subscribers, licensees and advertising against a wide variety of companies, including content providers and distributors, news aggregators, search engines, social media platforms, streaming services and products and tools powered by generative artificial intelligence (“AI”), any of which might attract audiences and/or advertisers to their platforms and away from ours.
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.
SUBSCRIBERS AND AUDIENCE Our content reaches a broad audience through both digital and print platforms. As of December 31, 2024, we had approximately 11.43 million subscribers across 229 countries and territories. Paid digital-only subscribers totaled approximately 10.82 million as of December 31, 2024.
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.
Each year, we release data on the composition of our staff. Our reporting currently can be found at www.nytco.com/company/diversity-and-inclusion. The contents of these 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.
In order to attract, develop, retain and maximize the contributions of world-class talent, we work to create an engaging and rewarding employee experience in a variety of ways, including building a more diverse, equitable and inclusive workplace; developing and promoting talent; providing equitable and competitive compensation and benefits (total rewards); and supporting employees’ health, safety and well-being.
In order to attract, retain and maximize the contributions of world-class talent from a diversity of backgrounds, we work to create an engaging and rewarding employee experience in a variety of ways, including maintaining an inclusive workplace culture where everyone can do their best work; developing talent; providing equitable and competitive compensation and benefits (total rewards); and supporting employees’ health, safety and well-being.
Providing equitable and competitive total rewards We offer comprehensive total rewards, which are designed to meet the needs of our current and future employees; support the Company’s strategic goals, mission and values; drive a high-performance culture; and offer competitive and equitable pay. In line with our business goals, our total rewards philosophy links compensation to performance.
THE NEW YORK TIMES COMPANY – P. 7 Providing equitable and competitive total rewards We offer comprehensive total rewards, which are designed to meet the needs of our current and future employees; support the Company’s strategic goals, mission and values; drive a high-performance culture; and offer competitive and equitable pay.
Competition for subscription revenue and audience is generally based upon content breadth, depth, originality, quality and timeliness; product experience; format; our products’ pricing and subscription plans and access models; visibility on search engines and social media platforms and in mobile application stores; and service.
Competition for subscription revenue and audience is generally based upon content breadth, depth, originality, quality, relevance and timeliness; reputation and brand strength; product experience; format; visibility on search engines and social media platforms and in mobile app stores and the extent to which these direct traffic to our digital properties; our products’ pricing and subscription plans and our content access models; and service.
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.
Our core digital advertising consists of direct-sold display (which includes website and mobile applications), podcast, email and video advertisements that are sold directly to marketers by our advertising sales teams. Our digital advertising offerings include solutions that use proprietary first-party data to generate predictive insights and help inform our clients’ advertising strategies.
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.
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.
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 Domtar Corporation, a large global manufacturer and distributor of paper, market pulp and wood products.
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.
In line with our business goals, our total rewards philosophy links compensation to performance. Every two years — most recently 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 for similarly situated employees.
Over the past several years, we have invested substantially in the back-end technology and underlying capabilities that enrich the digital experience for users and empower our journalists and business operators.
Using technology and data to propel our growth Achieving our ambition will require products and technology that match the quality of our journalism. Over the past several years, we have invested substantially in the back-end technology and underlying capabilities that enrich the digital experience for users and empower our journalists and business operators.
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.
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, expertise and journalistic excellence set us apart from other news organizations and are at the heart of what makes our journalism worth paying for.
We believe that The Times’s original, independent and high-quality reporting, storytelling, expertise and journalistic excellence set us apart from other sources and are at the heart of what makes our journalism worth paying for. The quality of our coverage has been widely recognized with many industry and peer accolades, including more Pulitzer Prizes and citations than any other news organization.
THE 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.
Developing talent We recognize the importance of creating opportunities for employees to develop and succeed at every level. Identifying and putting in place effective executive leadership is critically important to our success. Our Board of Directors works with senior management to ensure that plans are in place for both short- and long-term executive succession.
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.
We see these investments as increasing the value of our bundle and contributing to our essential subscription strategy. 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.
We believe that focusing on the following priorities will enable us to become an essential subscription for our addressable market and drive long-term, profitable growth for the Company and our stockholders.
Our current aim is to reach 15 million total subscribers by year-end 2027, up from approximately 11.43 million at the end of 2024. We believe that focusing on the following priorities will enable us to become an essential subscription for our addressable market and drive long-term, profitable growth for the Company and our stockholders.
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 2025, 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.
We believe we can apply disciplined cost-management while continuing to invest in journalism and product development in support of long-term profitable growth.
We believe we can apply disciplined cost-management while continuing to invest in journalism and product development in support of long-term profitable growth. We also aim to continue to maximize the efficiency and profitability of our print products and services, which remain a significant part of our business.
We conduct periodic engagement surveys to gauge the experiences, concerns and sentiments of employees in areas such as career development, manager performance and inclusivity.
We also continue to work to further elevate how we lead, manage and promote people, including bolstering feedback, support and performance enablement systems. We conduct periodic engagement surveys to gauge the experiences, concerns and sentiments of employees in areas such as career development, manager performance and culture.
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.
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. We also make an ongoing effort to align our digital pricing model with users’ willingness to pay and the growing value of our products.
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”).
Our digital news product also competes with customized news feeds, news aggregators and social media products of companies such as Apple, Alphabet, ByteDance, Meta Platforms and X, as well as with products and tools powered by generative AI. Our other digital products compete with content providers in their respective categories, as well as other digital media of general interest.
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.
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. As of December 31, 2024, we had approximately 5,900 full-time equivalent employees, which includes more than 2,800 involved in our journalism operations.
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.
As part of our news and syndication services, we license articles, graphics and photographs both directly and through third-party sellers to a wide variety of clients, including newspapers, magazines, websites and other corporations.
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.
We seek to continuously improve our talent programs and practices to attract and retain the best possible talent, including building candidate pools and pipelines that reflect diverse backgrounds, using inclusive and accessible job descriptions and focusing on consistent and fair processes. • Offer opportunities for colleagues to connect.
We make the choice at times to suspend limits on registered users’ free access to particularly important news coverage.
Our access model for our digital products generally offers users who have registered free access to a limited amount of content before requiring users to subscribe for access to additional content. We make the choice at times to suspend limits on registered users’ free access to particularly important news coverage.
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.
The Board conducts an annual detailed review of the Company’s leadership pipeline and succession plans for key senior leadership roles. We value ongoing development and continuous learning throughout the organization. We strive to support and provide enriching opportunities to our employees, including through a range of training, professional development resources, and programs such as our employee mentorship program.
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.
Collective bargaining agreements Approximately 43% of our full-time equivalent employees were represented by unions as of December 31, 2024. In addition, some of our Athletic employees are seeking to unionize. The following is a list of our collective bargaining agreements covering various categories of the Company’s employees and their corresponding expiration dates.
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.
Other digital advertising includes advertising revenues generated by programmatic advertising and creative services associated with branded content. In 2024, digital advertising represented approximately 68% of our advertising revenues. Both The New York Times Group and The Athletic have digital advertising revenues in the above categories.
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.
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.
Digital subscriptions can be purchased by individual consumers or as part of group education or group corporate subscriptions. Our access model for our news, Cooking, Games and Wirecutter products and The Athletic generally offers users who have registered free access to a limited number of articles or pieces of content before requiring users to subscribe for access to additional content.
Digital subscriptions can be purchased by individual consumers or as part of group education or group corporate subscriptions. Individual consumers can subscribe to our products directly or through third-party app stores operated by Apple and Alphabet.
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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 Athletic does not have a print product and therefore does not generate print advertising revenue. Our business is affected in part by seasonal patterns in advertising, with generally higher advertising volume in the fourth quarter due to holiday advertising. OTHER REVENUES We also derive revenue from other activities, which primarily include: • The Company’s licensing of our intellectual property.
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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.
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While we have employees located throughout the world, they are primarily located in the United States. Maintaining an inclusive workplace culture where everyone can do their best work We work to support a diverse staff, equitable systems and an inclusive workplace in a variety of ways. • Promote a culture that aligns with our values.
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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.
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We have teams that work to ensure that our commitment to an equitable workplace is reflected in our employee programs and processes. • Attract and grow talent.
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We see all of these products and investments as increasing the value of our bundle and contributing to our essential subscription strategy.
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We have a wide range of communities, including employee resource groups, clubs and career networks, that help colleagues create a sense of belonging with each other and within the Company; allow space for shared experiences and interests; connect with executive sponsors; and receive mentoring, career development and volunteering opportunities. • Publish our demographics.
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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.
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We also aim to continue to maximize the efficiency and profitability of our print products and services, which remain a significant part of our business. Using technology and data to propel our growth Achieving our ambition will require products and technology that match the quality of our journalism.
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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.
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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.
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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.
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We have a dedicated team to lead and support our diversity, equity and inclusion initiatives. • Promoting an equitable and respectful workplace culture.
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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.
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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.
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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.
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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.
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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.
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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.
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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.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeOur 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.
Biggest changeThese factors include: • 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; • the sustained engagement of our audience directly with our products; • our visibility on search engines and social media platforms and in mobile app stores; • 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 ability to effectively protect our intellectual property, including from unauthorized use by generative AI developers in ways that 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 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.
We must also manage the rate at which subscriptions to our products are canceled — what we refer to as our “churn.” Subscriptions are canceled for a variety of reasons, including the factors described above that impact the size and engagement of our audience and consumers’ willingness to subscribe to our products as well as: subscribers’ perception that they do not engage with our content sufficiently, the end of promotional pricing (which is an important aspect of our strategy) or other adjustments in our subscription pricing, changes in the payment industry (such as changes in payment regulations, standards or policies, including related to renewal and cancellation notice requirements, and the introduction of new subscription management tools), and the expiration or replacement of subscribers’ credit cards.
We must also manage the rate at which subscriptions to our products are canceled — what we refer to as our “churn.” Subscriptions are canceled for a variety of reasons, including the factors described above that impact the size and engagement of our audience and consumers’ willingness to subscribe to our products as well as: subscribers’ perception that they do not engage with our content sufficiently, the end of a subscriber’s promotional pricing (which is an important aspect of our strategy) or other adjustments in our subscription pricing, changes in the payment industry (such as changes in payment regulations, standards or policies, including related to renewal and cancellation notice requirements, and the introduction of new subscription management tools), and the expiration or replacement of subscribers’ credit cards.
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.
Acquisitions may involve significant risks and uncertainties, including difficulties in integrating and managing 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.
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.
Our brand and reputation could also be adversely impacted by negative claims or publicity regarding the Company or its operations, products, services, 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.
There can be no assurance that the Company will continue to have access to the capital markets on terms acceptable to it. In addition, economic conditions, such as volatility or disruption in the credit markets, could adversely affect our ability to obtain financing to support operations or to fund acquisitions or other capital-intensive initiatives.
There can be no assurance that the Company will have access to the capital markets on terms acceptable to it. In addition, economic conditions, such as volatility or disruption in the credit markets, could adversely affect our ability to obtain financing to support operations or to fund acquisitions or other capital-intensive initiatives.
Our ability to attract, develop, retain and maximize the contributions of world-class talent from diverse backgrounds, and to create the conditions for our people to do their best work, is vital to the continued success of our business and central to our long-term strategy.
Our ability to attract, develop, retain and maximize the contributions of world-class talent of diverse backgrounds, and to create the conditions for our people to do their best work, is vital to the continued success of our business and central to our long-term strategy.
These efforts present numerous risks and challenges, including the need for us to appeal to new audiences, develop additional expertise in certain areas, overcome technological and operational challenges and effectively allocate capital resources; new and/or increased costs (including marketing and compliance costs and costs to recruit, integrate and retain talented employees); risks associated with strategic relationships such as content licensing; new competitors (some of which may have more resources and experience in certain areas); and additional legal and regulatory risks from expansion into new areas.
These efforts present numerous risks and challenges, including the need for us to appeal to new audiences, apply our expertise in new areas, develop additional expertise in certain areas, overcome technological and operational challenges and effectively allocate capital resources; new and/or increased costs (including marketing and compliance costs and costs to recruit, integrate and retain talented employees); risks associated with strategic relationships such as content licensing; new competitors (some of which may have more resources and experience in certain areas); and additional legal and regulatory risks from expansion into new areas.
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.
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 P. 18 – THE NEW YORK TIMES COMPANY inquiries, negative publicity and a loss of confidence in us by our users and advertisers.
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.
Some of these companies encourage their large audiences to access our content, or derivations thereof, and/or competing content within their products, impacting our ability to attract, engage and monetize users directly within our products.
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 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 adversely impacted.
These include, among others, the inability to find potential buyers on favorable terms, disruption to our business and/or diversion of management attention from other business concerns, loss of key employees and possible retention of certain liabilities related to the divested business. Finally, we have made minority investments in companies, and we may make similar investments in the future.
These include the inability to find potential buyers on favorable terms, disruption to our business and/or diversion of management attention from other business concerns, loss of key employees and possible retention of certain liabilities related to the divested business. Finally, we have made minority investments in companies, and we may make similar investments in the future.
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, stock-based compensation is an important 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.
If we are unable to offset and ultimately replace continued print subscription revenue declines with other sources of revenue, such as THE NEW YORK TIMES COMPANY – P. 11 digital subscriptions, or if print subscription revenue declines at a faster rate than we anticipate, our operating results will be adversely affected.
If we are unable to offset and ultimately replace continued print subscription revenue declines with other sources of revenue, such as P. 10 – THE NEW YORK TIMES COMPANY digital subscriptions, or if print subscription revenue declines at a faster rate than we anticipate, our operating results will be adversely affected.
A significant number of our employees are unionized, and our business and results of operations could be adversely affected if labor agreements were to increase our costs or further restrict our ability to maximize the efficiency of our operations. Approximately 43% of our full-time equivalent employees were represented by unions as of December 31, 2023.
A significant number of our employees are unionized, and our business and results of operations could be adversely affected if labor agreements were to increase our costs or further restrict our ability to maximize the efficiency of our operations. Approximately 43% of our full-time equivalent employees were represented by unions as of December 31, 2024.
If we are unsuccessful in defending against third-party intellectual property infringement claims, these claims may require us to enter into royalty or licensing agreements on unfavorable terms, alter how we present content to our readers, alter certain of our operations and/or otherwise incur substantial monetary liability.
If we are unsuccessful in defending against third-party intellectual property infringement claims, these claims may require us to enter into royalty or licensing agreements on unfavorable terms, alter how we present content to our users, alter certain of our operations and/or otherwise incur substantial monetary liability.
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, several companies with competing journalism 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.
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
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
Furthermore, factors such as changes in methodologies and processes for reporting ESG data, improvements in third-party data and the evolving standards for identifying, measuring and reporting ESG metrics, including disclosures that may be required by regulators, could impact our reporting of and progress toward our own ESG goals and/or commitments.
Furthermore, factors such as changes in methodologies and processes for reporting environmental data, improvements in third-party data and the evolving standards for identifying, measuring and reporting such metrics, including disclosures that may be required by regulators, could impact our reporting of and progress toward our own goals and/or commitments.
Risks Related to Our Business and Industry We face significant competition in all aspects of our business. We operate in a highly competitive environment that is subject to rapid change. We compete for audience share and subscribers, as well as subscription, advertising and other revenues such as licensing and affiliate referral revenues.
Risks Related to Our Business and Industry We face significant competition in all aspects of our business. We operate in a highly competitive environment subject to rapid change. We compete for audience share and subscribers, as well as subscription, advertising and other revenues such as licensing and affiliate referral revenues.
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.
To the extent there are increases in payment processing fees, 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 or retain users could be hindered, we could experience increased costs, and we could be subject to fines and civil liability, which could harm our reputation and adversely impact our revenues, operating expenses and/or results of operations.
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.
Even if our 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.
To the extent our brand and reputation are damaged, our ability to attract and retain readers, subscribers, advertisers and/or employees could be adversely affected, which could in turn have an adverse impact on our business, revenues and operating results.
To the extent our brand and reputation are damaged, our ability to attract and retain audience, subscribers, advertisers and/or employees could be adversely affected, which could in turn have an adverse impact on our business, revenues and operating results.
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.
These actors, whether internal or external to the Company, may use a blend of technology and social engineering techniques (including denial of service attacks, ransomware, 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, and other techniques) to disrupt service, exfiltrate data or otherwise interfere with our business.
Our participation in multiemployer pension plans may subject us to liabilities that could materially adversely affect our results of operations, financial condition and cash flows. We participate in, and make periodic contributions to, various multiemployer pension plans.
Our participation in multiemployer pension plans may subject us to liabilities that could materially adversely affect our results of operations, financial condition and cash flows. We participate in, and make periodic contributions to, three multiemployer pension plans.
Even if successfully negotiated, closed and integrated, certain acquisitions or investments may prove not to sufficiently advance our business strategy or provide the anticipated benefits, may cause us to incur unanticipated costs or liabilities, may result in write-offs of impaired assets, and may fall short of expected return on investment targets, which could adversely affect our business, results of operations and financial condition.
Even if successfully negotiated, closed and integrated, certain acquisitions or investments may prove not to achieve our intended strategy or provide the anticipated benefits, may cause us to incur unanticipated costs or liabilities, may result in write-offs of impaired assets, and may fall short of expected return on investment targets, which could adversely affect our business, results of operations and financial condition.
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.
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 $167 million as of December 31, 2024.
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.
As our business continues to grow 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.
Our ability to attract and retain our users is dependent upon the reliable performance and increasing capabilities and integration of our products and our underlying technical and data infrastructure.
Our ability to attract, retain, monetize and protect our users is dependent upon the reliable performance and increasing capabilities and integration of our products and our underlying technical and data infrastructure.
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.
Although as of December 31, 2024, our qualified defined benefit pension plans had plan assets that were approximately $71 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 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.
We are investing in efforts to encourage subscribers to use and pay for multiple products, primarily through our multiproduct digital bundle, but there can be no assurance that such efforts will continue to be successful in attracting and retaining subscribers.
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.
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 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.
In addition, we are currently engaged in litigation in the United States to enforce our intellectual property rights, and we may in the future be required to do so in the United States or elsewhere, and such litigation may be costly and time consuming. See “Item 3 — Legal Proceedings” for additional information.
We are currently engaged in litigation in the United States to enforce our intellectual property rights, and we may in the future be required to do so in the United States or elsewhere. Such litigation has been and may continue to be costly and time-consuming. See “Item 3 — Legal Proceedings” for additional information.
This has caused, and may continue to cause, referrals from these platforms to our content to diminish. Additionally, search engine results and digital marketplace and mobile app store rankings are based on algorithms that are changed frequently, without notice or explanation.
This has caused, and we expect may continue to cause, referrals from these platforms to our content to decrease. Additionally, search engine results and digital marketplace and mobile app store rankings are based on algorithms that are changed frequently, without notice or explanation.
We derive substantial revenues from the sale of advertising in our products. Our advertising business is sensitive to the macroeconomic environment, as advertiser budgets can fluctuate substantially in response to changing economic conditions.
We derive substantial revenues from the sale of advertising in our products. Our advertising revenues are sensitive to the macroeconomic environment, as advertiser budgets can fluctuate substantially in response to changing economic conditions.
In determining whether to buy advertising with us, advertisers may consider factors such as the demand for our products, the focus of our coverage (including reluctance to appear adjacent to some news topics), size and demographics of our audience, advertising rates, targeting capabilities, results observed by advertisers, and perceived effectiveness of advertising offerings and alternative advertising options.
In determining whether to buy advertising with us, advertisers may consider factors such as the demand for our products, focus of our coverage (and reluctance to appear adjacent to some news topics), size and demographics of our audience, public sentiment about our brands, advertising rates, targeting capabilities, results observed by advertisers, and perceived effectiveness of advertising offerings and alternative advertising options.
Accordingly, our use of, or perceptions of the way that we use, generative AI could adversely affect our business, brand, financial condition or results of operations. Our business and financial results may be adversely impacted by economic, market, geopolitical and public health conditions or other events causing significant disruption.
Accordingly, our use of, or perceptions of the way that we use, generative AI could adversely affect our business, brand, financial condition or results of operations. Our business and financial results may be adversely impacted by economic, market and political conditions or other events or conditions causing significant disruption.
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.
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 P. 14 – THE NEW YORK TIMES COMPANY 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.
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.
Our New York Times brand, as well as our other brands, 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 biased, 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, active campaigns by domestic or international political or commercial actors or changes in the information ecosystem.
For example, we launched several significant privacy engineering projects in 2023 and are undertaking significant work to integrate a number of internal systems, including our data platform, with third-party software to centralize and enhance our privacy compliance capabilities. As we continue these projects over the next several years, we may experience disruptions or difficulties that could adversely affect our business.
For example, we continue to work on several significant privacy engineering projects to integrate a number of internal systems, including our data platform, with third-party software to centralize and enhance our privacy compliance capabilities. As we continue these projects over the next several years, we may experience disruptions or difficulties that could adversely affect our business.
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 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.
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 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; the use of generative AI tools; 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.
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.
We are limited in our ability to offset the resulting print revenue declines with revenue from home-delivery price increases, particularly as our print products continue to be more expensive relative to other media alternatives, including our digital products.
Failure to comply with laws and regulations with respect to privacy, data protection and consumer marketing and subscriptions practices could adversely affect our business. Our business is subject to various laws and regulations with respect to the processing, privacy and security of personal data, as well our consumer marketing and subscriptions practices.
Failure to comply with laws and regulations with respect to privacy, data protection and consumer marketing and subscriptions practices could adversely affect our business. Our business is subject to various laws and regulations in the U.S. and abroad with respect to the processing, privacy and security of personal data, as well as our consumer marketing and subscriptions practices.
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.
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 THE NEW YORK TIMES COMPANY – P. 11 providers, and audience fragmentation.
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.
We have also invested in efforts to align our pricing model with users’ willingness to pay and the growing value of our products, 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.
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.
Our ability to compete successfully for advertising budgets will depend on, among other things, our ability to engage and grow audiences, collect and leverage data, and demonstrate the value of our advertising and the effectiveness of our products to advertisers.
Additionally, it is possible that future cost control efforts may affect the quality of our products and our ability to generate future revenues. The size and volatility of our pension plan obligations may adversely affect our operations, financial condition and liquidity. We sponsor a frozen single-employer defined benefit pension plan.
Additionally, it is possible that future cost control efforts may affect the quality of our products and our ability to generate future revenues. P. 20 – THE NEW YORK TIMES COMPANY The size and volatility of our pension plan obligations may adversely affect our operations, financial condition and liquidity. We sponsor a frozen single-employer defined benefit pension plan.
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.
Any events causing significant disruption or distraction to the public or to our workforce or impacting economic conditions, such as supply chain disruptions, political instability or crises, economic instability, war, public THE NEW YORK TIMES COMPANY – P. 13 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 continued expansion will depend on our ability to adapt, on a cost-effective basis, our content, products, pricing, marketing and payment processing systems for new audiences. As we increase the size of our subscriber base, we expect it will become increasingly difficult to maintain our rate of growth.
Our continued subscriber growth will depend on our ability to adapt, on a cost-effective basis, our content, products, pricing, marketing and payment processing systems for increasing numbers of subscribers. As we increase the size of our subscriber base, we expect it will become increasingly difficult to maintain our rate of growth.
Our failure to do so quickly and effectively, or any significant disruption in our service, could damage our reputation, result in a potential loss of users or ineffective monetization of products or other missed opportunities, subject us to fines and civil liability and/or adversely affect our financial results.
Our failure to do so effectively, or any significant disruption in our service or adverse impact on user experience, could damage our reputation, result in a potential loss of users or ineffective monetization of products or other missed opportunities, subject us to fines and civil liability and/or adversely affect our financial results.
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.
Effective succession planning is also important to our long-term success, and a failure to effectively ensure the transfer of knowledge and to train and integrate new employees could hinder our strategic planning and execution.
P. 18 – THE NEW YORK TIMES COMPANY The nature of significant portions of our expenses may limit our operating flexibility and could adversely affect our results of operations. Our main operating costs are employee-related costs, which have been increasing in recent years, are sensitive to inflationary pressures, and are likely to continue increasing.
The nature of significant portions of our expenses may limit our operating flexibility and could adversely affect our results of operations. Our main operating costs are employee-related costs, which have been increasing in recent years, are sensitive to inflationary pressures, and are likely to continue increasing.
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.
Failure to protect personal data in accordance with these requirements, provide individuals with adequate notice of our privacy policies, respond to consumer rights requests or obtain required valid consent where applicable, for example, could subject us to liability.
There can be no assurance that we will be successful in this litigation, or in preventing THE NEW YORK TIMES COMPANY – P. 13 other generative AI developers from using our content without authorization or fair compensation. Our business, brand, financial condition and results of operations may suffer as a result.
There can be no assurance that we will be successful in this litigation, or in preventing other generative AI developers from using our content without authorization or fair compensation. Our business, brand, financial condition and results of operations may suffer as a result.
We have implemented controls and taken other preventative measures designed to strengthen our systems and to improve the resiliency of our business against such incidents and attacks, including measures designed to reduce the impact of a security incident at our third-party vendors.
THE NEW YORK TIMES COMPANY – P. 17 We have implemented controls and taken other preventative measures designed to strengthen our systems and to improve the resiliency of our business against such incidents and attacks, including measures designed to reduce the impact of a security incident at our third-party vendors.
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.
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 maintaining our competitive position. Our ability to protect and monetize our intellectual property is subject to the protections available under intellectual property laws in the United States and other applicable jurisdictions.
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.
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.
Efforts to prevent malicious actors from disrupting our service or otherwise accessing our systems are expensive to develop, implement and maintain. These efforts require ongoing monitoring and updating as technologies change and as efforts to overcome security measures become more sophisticated, and may limit the functionality of or otherwise negatively impact our products, services and systems.
These efforts are expensive to develop, implement and maintain; require ongoing monitoring and updating as technologies change and as efforts to overcome security measures become more sophisticated; and may limit the functionality of or otherwise negatively impact our products, services and systems.
Advancements in technology, including advancements in generative AI technology, have made unauthorized copying and wide dissemination of unlicensed content easier, including by anonymous foreign actors.
Advancements in technology, including advancements in generative AI technology, have made widescale, systematic unauthorized copying and dissemination and exploitation of unlicensed content easier, including by anonymous foreign actors.
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.
Our ability to make short-term adjustments to manage our costs or to make changes to our business strategy may be limited by certain of our collective bargaining agreements and constrained by labor market conditions, and therefore our employee-related costs may not decrease proportionately with revenues if revenues were to decline.
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.
We have invested and will continue to invest significant resources in our efforts to do so, including our THE NEW YORK TIMES COMPANY – P. 9 investments in cross-product integrations, 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 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.
We are focused on expanding the international scope of our business and face the inherent risks associated with doing business globally, including: • laws, regulations, policies or other governmental actions that impact our operations and business, including restrictions on access to our content and products; the barring, 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; • 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; • protecting and enforcing our intellectual property and other rights under varying legal regimes; • complying with generally applicable laws and regulations, including those governing intellectual property; defamation; publishing certain types of information; labor, employment and immigration; tax; payment processing; privacy; data protection; consumer marketing and subscriptions practices; and U.S. and foreign anticorruption 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.
As a result, we may incur significant costs to attract new employees and retain our existing employees and we may lose talent through attrition and/or be unable to hire new employees quickly enough to meet our needs.
As a result, we may incur significant THE NEW YORK TIMES COMPANY – P. 19 costs to attract new employees and retain our existing employees, and we may lose talent through attrition and/or be unable to hire new employees quickly enough to meet our needs.
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.
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.
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.
Our measures to mitigate fraud 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, 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.
In addition, such 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.
Currently, two of the significant multiemployer plans in which we participate are classified as “critical and declining.” THE NEW YORK TIMES COMPANY – P. 19 We have recorded significant withdrawal liabilities with respect to multiemployer pension plans in which we formerly participated and with respect to partial withdrawals from several plans in which we continue to participate, and may record additional liabilities in the future, including as a result of a mass withdrawal declaration by trustees.
Currently, one of the significant multiemployer plans in which we participate is classified as “critical and declining.” We have recorded significant withdrawal liabilities with respect to multiemployer pension plans in which we formerly participated and with respect to partial withdrawals from several plans in which we continue to participate, and may record additional liabilities in the future, including as a result of a mass withdrawal declaration by trustees.
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.
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.
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.
Our employee-related costs have grown in recent years, including as a result of a competitive labor market and inflation, and they may further increase.
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.
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 connectivity 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; human error, fraud or malice; public health conditions; acts of terrorism; or other similar events.
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.
Our employees and the individuals we seek to hire are highly sought after by our competitors and other companies, some of which have greater resources than we have and may offer compensation and benefits packages that are perceived to be better than ours.
While we have agreements with large platforms pursuant to which we license our content for use on such platforms in exchange for payments, there is no guarantee that these content license agreements will be renewed on terms favorable to us or at all. Our costs may also be adversely affected by economic and/or geopolitical conditions.
While we have agreements with certain large platforms pursuant to which we license our content, there is no guarantee that these content license agreements will be renewed on terms favorable to us or at all. Our costs may also be adversely affected by economic or other conditions.
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.
There can also be no assurance that the actions, measures and controls we have implemented will be effective or that they will be sufficient to prevent a future security incident or other disruption, and our disaster recovery planning cannot account for all eventualities.
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.
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.
Macroeconomic pressures and shifts in the broader consumer and regulatory environment could cause large-scale platforms to make changes that adversely impact our business. We depend on these platforms for traffic, affiliate referral revenue share agreements and content licensing revenue.
Additionally, consumers may reduce the product purchases through which we generate affiliate referral revenues. Macroeconomic pressures and shifts in the broader consumer and regulatory environment could cause large-scale platforms to make changes that adversely impact our business. We depend on these platforms for traffic, affiliate referral revenue share agreements and content licensing 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.
Furthermore, to the extent economic conditions lead consumers to reduce spending on discretionary activities, subscribers may increasingly shift to free or 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.
Risks Related to Intellectual Property Our business may suffer if we cannot protect our intellectual property. Our business depends on our intellectual property, including our valuable trademarks, copyrighted content and internally developed technology.
THE NEW YORK TIMES COMPANY – P. 15 Risks Related to Intellectual Property Our business may suffer if we cannot protect our intellectual property. Our business depends on our intellectual property, including our valuable trademarks, copyrighted content and internally developed technology.
Risks Related to Acquisitions, Divestitures and Investments Acquisitions, divestitures, investments and other transactions could adversely affect our costs, revenues, profitability and financial position. In order to position our business to take advantage of growth opportunities, we intend to continue to engage in discussions, evaluate opportunities and enter into agreements for possible additional acquisitions, divestitures, investments and other transactions.
In order to position our business to take advantage of growth opportunities, we intend to continue to engage in discussions, evaluate opportunities and enter into agreements for possible additional acquisitions, divestitures, investments and other transactions.
Our ability to grow the size and profitability of our subscriber base depends on many factors, both within and beyond our control, and a failure to do so could adversely affect our results of operations and business. Revenue from subscriptions to our digital and print products makes up a majority of our total revenue.
Our ability to grow the size and profitability of our subscriber base depends on many factors within and beyond our control, and a failure to do so could adversely affect our results of operations and business. Subscription revenues make up the majority of our total revenue.
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.
Our continued ability to attract and retain highly skilled talent 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 and our workplace culture.
The future impact that economic, geopolitical and public health conditions will have on our business, operations and financial results is uncertain and will depend on numerous evolving factors and developments that we are not able to reliably predict or mitigate.
The future impact that economic, political and public health conditions will have on our business, operations and financial results is uncertain and will depend on numerous evolving factors and developments that we are not able to reliably predict or mitigate. It is also possible that these conditions may accelerate or worsen other risks.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeWe, and third parties with which we work and on which we rely, regularly face attempts by malicious actors to breach our security and compromise our information technology systems, and a cybersecurity incident impacting us or any such third party 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; subject us to liability; or otherwise adversely affect our business.
Biggest changeWe, and third parties with which we work and on which we rely, regularly face attempts to breach our security and compromise our information technology systems from a broad range of actors.
ITEM 1C. CYBERSECURITY Trust underpins our mission and values and we believe that cybersecurity is important to our success. We are susceptible to a number of cybersecurity threats, including those common to most industries as well as those we face as a global media organization whose systems store and process subscriber, user, employee and other personal and Company data.
ITEM 1C. CYBERSECURITY Trust underpins our mission and values and we believe that cybersecurity is important to our success. We are susceptible to a number of cybersecurity threats, including those common to most industries as well as those we face as a global media organization whose systems store and process confidential subscriber, user, employee and other personal and Company data.
While we maintain cyber risk insurance, the costs relating to certain kinds of security incidents could be substantial, and our insurance may not be sufficient to cover all losses related to any future incidents involving our data or systems. See Item 1A.
While we maintain cyber risk insurance, the costs relating to certain kinds of security incidents could be substantial, and our insurance may not be sufficient to cover losses related to any future incidents involving our data or systems. See Item 1A.
Because of these risks, we take cybersecurity seriously. Under the oversight of our Board of Directors, and the Audit Committee of the Board, we have developed and maintain an information security program that includes technical, administrative and physical measures designed to safeguard our information and information systems. Cybersecurity risk management is integrated into our broader risk management framework.
Under the oversight of our Board of Directors, and the Audit Committee of the Board, we have developed and maintain an information security program that includes technical, administrative and physical measures designed to safeguard our information and information systems. Cybersecurity risk management is integrated into our broader risk management framework.
“Risk Factors — Risks Related to our Data Platform, Information Systems and Other Technology — Security incidents and other network and information systems disruptions could affect our ability to conduct our business effectively and damage our reputation ” and “— Failure to comply with laws and regulations with respect to privacy, data protection and consumer marketing and subscriptions practices could adversely affect our business ” for a discussion of cybersecurity risks that may impact us.
“Risk Factors — Risks Related to our Data Platform, Information Systems and Other Technology — Security incidents and other network and information systems disruptions could affect our ability to conduct our business effectively, cause us to incur significant costs, subject us to significant liability and/or damage our reputation ” and “— Failure to comply with laws and regulations with respect to privacy, data protection and consumer marketing and subscriptions practices could adversely affect our business ” for a discussion of cybersecurity risks that may impact us.
Our current CISO has been in that position since October 2022 and has broad information technology experience as a result of that role and past work experience. Our CISO manages a team with broad cybersecurity experience, including in cybersecurity threat management, cybersecurity training and education, incident response, cyber forensics, insider threats, business continuity and disaster recovery, and regulatory compliance.
Our current CISO has held that position since 2022 and has broad information technology experience as a result of that role and past work experience. Our CISO manages a team with broad cybersecurity experience, including in cybersecurity threat management, cybersecurity training and education, incident response, cyber forensics, insider threats and regulatory compliance.
We maintain policies to conduct due diligence before onboarding new service providers and maintain ongoing evaluations to ensure compliance with our security standards. THE NEW YORK TIMES COMPANY – P. 25 As of the date of this report, no cybersecurity incidents have had a material adverse effect on our business, financial condition or results of operations.
We maintain policies to conduct due diligence before onboarding new service providers and maintain ongoing evaluations to ensure compliance with our security standards. From time to time, we experience security incidents. As of the date of this report, no cybersecurity incidents have had a material adverse effect on our business, financial condition or results of operations.
In addition, we maintain policies and processes to assess and manage risks relating to third-party service providers, based on the nature of the engagement with the third party and based on the information and information systems to which the third party will have access.
In addition, we maintain policies and processes to assess and manage risks relating to third-party service providers, based on the nature of the engagement with the third party and based on the information and information P. 24 – THE NEW YORK TIMES COMPANY systems to which the third party will have access.
Added
A cybersecurity incident impacting us or any such third party could disrupt our services, result in the compromise of confidential information; result in theft or misuse of our intellectual property; divert management’s attention; require us to expend resources to mitigate the effects of such a security incident; subject us to litigation, regulatory or other government inquiries or investigations and/or liability; harm our reputation; or otherwise adversely affect our business, financial condition or results of operations.

Item 2. Properties

Properties — owned and leased real estate

1 edited+0 added−0 removed3 unchanged
Biggest changeWe 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.
Biggest changeWe own a leasehold condominium interest representing approximately 828,000 gross square feet in the building. As of December 31, 2024, 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

1 edited+0 added−0 removed3 unchanged
Biggest changeWe 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.
Biggest changeWe 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, 2024, is believed to be reasonably possible.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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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
Biggest changeAnthony Benten 61 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 56 2004 Executive Vice President and Chief Legal Officer (since 2024); Executive Vice President and General Counsel (2017 to 2024); Secretary (2011 to 2023); Deputy General Counsel (2016); Assistant Secretary (2009 to 2011) and Assistant General Counsel (2009 to 2016) Jacqueline Welch 55 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 P. 26 – THE NEW YORK TIMES COMPANY PART II
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.
ITEM 4. MINE SAFETY DISCLOSURES Not applicable. THE NEW YORK TIMES COMPANY – P. 25 EXECUTIVE OFFICERS OF THE REGISTRANT Name Age Employed By Registrant Since Recent Position(s) Held as of February 27, 2025 A.G.
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.
Sulzberger 44 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 53 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 50 2004 Executive Vice President and Chief Financial Officer (since 2023); Chief Strategy Officer (2018 to 2023); Senior Vice President, Strategy and Development (2013 to 2018) R.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

5 edited+0 added−1 removed4 unchanged
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.
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, 2024 - October 31, 2024 124,876 $ 55.26 124,876 $ 183,261,000 November 1, 2024 - November 30, 2024 188,171 $ 54.18 188,171 $ 173,065,000 December 1, 2024 - December 31, 2024 140,033 $ 54.25 140,033 $ 165,469,000 Total for the fourth quarter of 2024 453,080 $ 54.52 453,080 $ 165,469,000 (1) The Board of Directors approved Class A stock repurchase programs in February 2022 ($150.0 million), February 2023 ($250.0 million) and February 2025 ($350.0 million).
We currently expect to continue to pay comparable cash dividends in the future, although changes in our dividend program may be considered by our Board of Directors in light of our earnings, capital requirements, financial condition and other factors considered relevant. In addition, our Board of Directors will consider restrictions in any future indebtedness.
We currently expect to continue to pay cash dividends in the future, although changes in our dividend program may be considered by our Board of Directors in light of our earnings, capital requirements, financial condition and other factors considered relevant. In addition, our Board of Directors will consider restrictions in any future indebtedness.
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 NEW YORK TIMES COMPANY – P. 27 PERFORMANCE PRESENTATION The following graph shows the annual cumulative total stockholder return for the five fiscal years ended December 31, 2024, on an assumed investment of $100 on December 31, 2019, in the Company, the Standard & Poor’s S&P 400 MidCap Stock Index and the Standard & Poor’s S&P 1500 Media & Entertainment Index.
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.
Through February 19, 2025, the aggregate purchase price of repurchases under these programs totaled approximately $266.9 million (excluding commissions and excise taxes), fully utilizing the 2022 authorization and leaving approximately $483.1 million remaining under the 2023 and 2025 authorizations. There is no expiration date with respect to these authorizations.
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.
The number of security holders of record as of February 19, 2025, was as follows: Class A Common Stock: 4,223; Class B Common Stock: 24. In February 2025, the Board of Directors approved a quarterly dividend of $0.18 per share, an increase of $0.05 per share from the previous quarter.
Removed
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.

Item 7. Management's Discussion & Analysis

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

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Biggest changeP. 38 – THE NEW YORK TIMES COMPANY Operating Costs Operating costs were as follows: Years Ended % Change (In thousands) December 31, 2023 December 31, 2022 2023 vs. 2022 (52 weeks) (52 weeks and five days) (1) Operating costs: Cost of revenue (excluding depreciation and amortization) $ 1,249,061 $ 1,208,933 3.3 Sales and marketing 260,227 267,553 (2.7) Product development 228,804 204,185 12.1 General and administrative 311,039 289,259 7.5 Depreciation and amortization 86,115 82,654 4.2 Acquisition-related costs — 34,712 * Impairment charges 15,239 4,069 * Multiemployer pension plan liability adjustment (605) 14,989 * Total operating costs $ 2,149,880 $ 2,106,354 2.1 (1) Recast to conform to the current presentation of total operating costs.
Biggest changeTHE NEW YORK TIMES COMPANY – P. 37 Operating Costs Operating costs were as follows: Years Ended % Change (In thousands) December 31, 2024 December 31, 2023 2024 vs. 2023 Operating costs: Cost of revenue (excluding depreciation and amortization) $ 1,309,514 $ 1,249,061 4.8 % Sales and marketing 278,425 260,227 7.0 % Product development 248,198 228,804 8.5 % General and administrative 307,930 311,039 (1.0) % Depreciation and amortization 82,936 86,115 (3.7) % Generative AI Litigation Costs 10,800 — * Impairment charges — 15,239 * Multiemployer pension plan liability adjustment (2,980) (605) * Total operating costs $ 2,234,823 $ 2,149,880 4.0 % The components of operating costs as a percentage of total operating costs were as follows: Years Ended December 31, 2024 December 31, 2023 Components of operating costs as a percentage of total operating costs Cost of revenue (excluding depreciation and amortization) 59 % 58 % Sales and marketing 12 % 12 % Product development 11 % 11 % General and administrative 14 % 14 % Depreciation and amortization 4 % 4 % Acquisition-related costs — % — % Generative AI Litigation Costs — % — % Impairment charges — % 1 % Multiemployer pension plan liability adjustment — % — % Total 100 % 100 % P. 38 – THE NEW YORK TIMES COMPANY The components of operating costs as a percentage of total revenues were as follows: Years Ended December 31, 2024 December 31, 2023 Components of operating costs as a percentage of total revenues Cost of revenue (excluding depreciation and amortization) 51 % 51 % Sales and marketing 11 % 11 % Product development 10 % 9 % General and administrative 12 % 13 % Depreciation and amortization 3 % 4 % Acquisition-related costs — % — % Generative AI Litigation Costs — % — % Impairment charges — % 1 % Multiemployer pension plan liability adjustment — % — % Total 87 % 89 % Cost of Revenue (excluding depreciation and amortization) Cost of revenue includes all costs related to content creation, subscriber and advertiser servicing, and print production and distribution as well as infrastructure costs related to delivering digital content, which include all cloud and cloud-related costs as well as compensation for employees that enhance and maintain that infrastructure.
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.
Advertising Revenues Advertising revenue is principally from advertisers (such as luxury goods, technology and financial companies) promoting products, services or brands on digital platforms in the form of display, audio and video ads; in print in the form of column-inch ads; and at live events.
The contingent consideration represents contingent payments in connection with the acquisition of substantially all the assets and certain liabilities of Serial Productions, LLC. The Company estimated the fair value of the contingent consideration liability using a probability-weighted discounted cash flow model.
The contingent consideration represents contingent payments in connection with the acquisition of substantially all of the assets and certain liabilities of Serial Productions, LLC. The Company estimated the fair value of the contingent consideration liability using a probability-weighted discounted cash flow model.
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.
Other revenues primarily consist of revenues from Wirecutter affiliate referrals, licensing, commercial printing, the leasing of floors in our Company Headquarters, our live events business, retail commerce, books, television and film and our student subscription sponsorship program. Our main operating costs are employee-related costs.
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.
Other Revenues Other revenues primarily consist of revenues from Wirecutter affiliate referrals, licensing, commercial printing, the leasing of floors in our Company Headquarters, our live events business, retail commerce, books, television and film and our student subscription sponsorship program.
(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.
(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 laws and regulations and Guild contracts.
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 starting point for the assumptions used in our discounted cash flow model 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.
(4) Subscribers with only one digital-only subscription to The Athletic or to our Cooking, Games or Wirecutter products. (5) Subscribers with digital-only subscriptions to one or more of our news product, The Athletic, or our Cooking, Games and Wirecutter products.
(4) Subscribers with only one digital-only subscription to The Athletic or to our Audio, Cooking, Games or Wirecutter products. (5) Subscribers with digital-only subscriptions to one or more of our news product, The Athletic, or our Audio, Cooking, Games and Wirecutter products.
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.
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.
These liabilities are not included in the table above primarily because the timing of the future payments is not determinable. See Note 11 of the Notes to the Consolidated Financial Statements for additional information. The DEC previously enabled certain eligible executives to elect to defer a portion of their compensation on a pre-tax basis.
These liabilities are not included in the table above primarily because the timing of the future payments is not determinable. See Note 10 of the Notes to the Consolidated Financial Statements for additional information. The DEC previously enabled certain eligible executives to elect to defer a portion of their compensation on a pre-tax basis.
Our cash and cash equivalents and marketable securities balances increased in 2023, primarily due to cash proceeds from operating activities, partially offset by cash used for dividend payments, share repurchases, capital expenditures, and taxes paid on behalf of employees resulting from share-based compensation tax withholding.
Our cash and cash equivalents and marketable securities balances increased in 2024, primarily due to cash proceeds from operating activities, partially offset by cash used for share repurchases, dividend payments, capital expenditures and taxes paid on behalf of employees resulting from share-based compensation tax withholding.
(2) Includes group corporate and group education subscriptions, which collectively represented approximately 6% of total digital-only subscribers as of the end of the fourth quarter of 2023. The number of group subscribers is derived using the value of the relevant contract and a discounted subscription rate. (3) Subscribers with only a digital-only news product subscription.
(2) Includes group corporate and group education subscriptions, which collectively represented approximately 6% of total digital-only subscribers as of the end of the fourth quarter of 2024. The number of group subscribers is derived using the value of the relevant contract and a discounted subscription rate. (3) Subscribers with only a digital-only news product subscription.
The risks related to our business are further described in the section titled “Item 1A — Risk Factors.” Liquidity Throughout 2023, we returned capital to shareholders through dividends and share repurchases and continued to manage our pension liability as discussed below.
The risks related to our business are further described in the section titled “Item 1A — Risk Factors.” Liquidity Throughout 2024, we returned capital to shareholders through dividends and share repurchases and continued to manage our pension liability as discussed below.
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.
While benefit payments under these plans are expected to continue beyond 2034, 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, 2023, and results of operations for the two years ended December 31, 2023.
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, 2024, and results of operations for the two years ended December 31, 2024.
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.
We believe that our original, independent and high-quality reporting, storytelling, expertise and journalistic excellence set us apart from other sources 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.
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.
THE NEW YORK TIMES COMPANY – P. 45 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.
The media industry has transitioned from being primarily print focused to digital, resulting in secular declines in both print subscription and print advertising revenues, and we do not expect this trend to reverse.
The newspaper industry has transitioned from being primarily print focused to digital, resulting in secular declines in both print subscription and print advertising revenues, and we do not expect this trend to reverse.
The contract requires us to purchase annually the lesser of a fixed number of tons or a percentage of our total newsprint requirement at market rate in an arm’s-length transaction.
The contract requires the Company to purchase annually the lesser of a fixed number of tons or a percentage of our total newsprint requirement at market rate in an arm’s-length transaction.
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.
Other Components of Net Periodic Benefit Costs See Note 9 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.
THE NEW YORK TIMES COMPANY – P. 51 Free Cash Flow Free cash flow is a non-GAAP financial measure defined as net cash provided by operating activities, less capital expenditures.
THE NEW YORK TIMES COMPANY – P. 49 Free Cash Flow Free cash flow is a non-GAAP financial measure defined as net cash provided by operating activities, less capital expenditures.
Until formal resolutions are reached between us and the taxing authorities, determining the timing and amount of possible audit settlements relating to uncertain tax positions is not practicable. Therefore, we do not include this obligation in the table of contractual obligations. See Note 12 of the Notes to the Consolidated Financial Statements for additional information regarding income taxes.
Until formal resolutions are reached between the Company and the taxing authorities, determining the timing and amount of possible audit settlements relating to uncertain tax positions is not practicable. Therefore, we do not include this obligation in the table of contractual obligations. See Note 11 of the Notes to the Consolidated Financial Statements for additional information regarding income taxes.
We test goodwill for impairment at a reporting unit level. We first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value.
We test goodwill for impairment at a reporting unit level. We have an option to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value.
See Notes 9 and 10 of the Notes to the Consolidated Financial Statements for additional information related to our pension and other postretirement benefits plans.
See Note 9 of the Notes to the Consolidated Financial Statements for additional information related to our pension and other postretirement benefits plans.
Total digital-only ARPU was $9.18 for December 31, 2023, an increase of 2.6% compared with December 31, 2022. The year-over-year increase was driven primarily by subscribers graduating from promotional to higher prices and price increases on tenured non-bundled subscribers.
Total digital-only ARPU was $9.42 for December 31, 2024, an increase of 2.6% compared with December 31, 2023. The year-over-year increase was driven primarily by subscribers graduating from promotional to higher prices and price increases on tenured non-bundled subscribers.
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.
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 5.90% at the beginning of 2024.
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.
Subscription revenues consist of revenues from standalone and multiproduct 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.
Please read this item together with our Consolidated Financial Statements and the related Notes included in this Annual Report. For comparison of results of operations for the fiscal years ended December 31, 2022 and December 26, 2021, see Part II, Item 7 of our 2022 Annual Report on Form 10-K, filed with the SEC on February 28, 2023.
Please read this item together with our Consolidated Financial Statements and the related Notes included in this Annual Report. For comparison of results of operations for the fiscal years ended December 31, 2023, and December 31, 2022, see Part II, Item 7 of our 2023 Annual Report on Form 10-K, filed with the SEC on February 20, 2024.
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.
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 2030-2034.
Competition among these companies is robust, and new competitors can quickly emerge. We have designed our strategy to take advantage of both the challenges and opportunities presented by this period of transformation in our industry.
Competition among these companies is robust, and new competitors can quickly emerge and have in recent years. We have designed our strategy to navigate the challenges and take advantage of opportunities presented by this period of transformation in our industry.
Free cash flow increased primarily due to higher cash provided by operating activities, as discussed above. Restricted Cash We were required to maintain $13.7 million of restricted cash as of December 31, 2023, and $13.8 million as of December 31, 2022, substantially all of which is set aside to collateralize workers’ compensation obligations.
Free cash flow increased primarily due to higher cash provided by operating activities, as discussed above. Restricted Cash We were required to maintain $14.4 million of restricted cash as of December 31, 2024, and $13.7 million as of December 31, 2023, substantially all of which is set aside to collateralize workers’ compensation obligations.
(2) Includes domestic home-delivery subscriptions, which include access to our digital products. Also includes single-copy, NYT International and Other subscription revenues. A subscriber is defined as a customer who has subscribed (and provided a valid method of payment) for the right to access one or more of the Company’s products.
(2) Includes domestic home-delivery subscriptions, which include access to our digital products. Also includes single-copy, NYT International and Other subscription revenues. P. 34 – THE NEW YORK TIMES COMPANY A subscriber is defined as a customer who has subscribed (and provided a valid method of payment) for the right to access one or more of the Company’s products.
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.
The DEC was frozen effective December 31, 2015, and no new contributions may be made into the plan. See Note 10 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, 2024.
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.
Based on the composition of our assets at the end of the year, we estimated our 2025 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 2024, pension expense would have increased by approximately $6 million for our qualified pension plans.
Since the quantities of newsprint purchased annually under this contract are based on our total newsprint requirement, the amount of the related payments for these purchases is excluded from the table above. CRITICAL ACCOUNTING ESTIMATES Our Consolidated Financial Statements are prepared in accordance with GAAP.
Since the quantities of newsprint purchased annually under this contract are based on our total newsprint requirement, the amount of the related payments for these purchases is excluded from the table above. THE NEW YORK TIMES COMPANY – P. 51 CRITICAL ACCOUNTING ESTIMATES Our Consolidated Financial Statements are prepared in accordance with GAAP.
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.
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. 29 Results of Operations: The results of operations section provides an analysis of our results on a consolidated basis and segment information. 33 Non-Operating Items: The non-operating items section discusses certain non-operating items. 44 Non-GAAP Financial Measures The Non-GAAP financial measures section provides a comparison of our non-GAAP financial measures to the most directly comparable GAAP measures for the two years ended December 31, 2024, and December 31, 2023. 44 Liquidity and Capital Resources: The liquidity and capital resources section provides a discussion of our cash flows for the two years ended December 31, 2024, and December 31, 2023, and restricted cash, capital expenditures and third-party financing, commitments and contingencies existing as of December 31, 2024. 48 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. 52 EXECUTIVE OVERVIEW We are a global media organization focused on creating and distributing high-quality news and information that help our audience understand and engage with the world.
As of December 31, 2023, our qualified pension plans had plan assets that were approximately $83 million above the present value of future benefits obligations, compared with approximately $70 million as of December 31, 2022. We made contributions of approximately $10 million and $11 million to certain qualified pension plans in 2023 and 2022, resp ectively.
As of December 31, 2024, our qualified pension plans had plan assets that were approximately $71 million above the present value of future benefits obligations, compared with approximately $83 million as of December 31, 2023. We made contributions of approximately $13 million and $10 million to certain qualified pension plans in 2024 and 2023, resp ectively.
(2) Subscribers (including net subscriber additions) are rounded to the nearest ten thousand. ARPU, a metric we calculate to track the revenue generation of our digital subscriber base, represents the average revenue per subscriber over a 28-day billing cycle during the applicable period.
(2) Subscribers (including net subscriber additions) are rounded to the nearest ten thousand. THE NEW YORK TIMES COMPANY – P. 35 ARPU, a metric we calculate to track the revenue generation of our digital subscriber base, represents the average revenue per subscriber over a 28-day billing cycle during the applicable period.
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).
We have paid quarterly dividends on the Class A and Class B Common Stock since late 2013. In February 2025, the Board of Directors approved a quarterly dividend of $0.18 per share, an increase of $0.05 per share from the previous quarter (see Note 18 of the Notes to the Consolidated Financial Statements for additional information).
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.
We expect contributions made to satisfy the greater of minimum funding or collective bargaining agreement requirements to total approximately $13 million in 2025. 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 have paid quarterly dividends on the Class A and Class B Common Stock each quarter 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.
We have paid quarterly dividends on the Class A and Class B Common Stock each quarter since late 2013. In February 2025, The Board of Directors approved a quarterly dividend of $0.18 per share, an increase of $0.05 per share from the previous quarter.
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.
If we had decreased the expected discount rate by 50 basis points for our qualified plans and our non-qualified plans in 2024, pension expense would have increased by approximately $0.5 million and our pension obligation would have increased by approximately $56 million as of December 31, 2024.
(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.
Excludes multiemployer pension withdrawal costs of $6.0 million and $5.2 million for the 12 months of 2024 and 2023, respectively. (2) Excludes severance of $0.9 million and $1.2 million for the 12 months of 2024 and 2023, respectively.
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.
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, news aggregators, search engines, social media platforms, streaming services and products and tools powered by generative artificial intelligence.
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).
Specifically, we have referred to the following non-GAAP financial measures in this report: • adjusted diluted earnings per share, defined as diluted earnings per share excluding severance, non-operating retirement costs and the impact of special items; • adjusted operating profit, defined as operating profit before depreciation, amortization, severance, multiemployer pension plan withdrawal costs and special items, and expressed as a percentage of revenues, adjusted operating profit margin; • adjusted operating costs, defined as operating costs before depreciation, amortization, severance, multiemployer pension plan withdrawal costs and special items; and • free cash flow, defined as net cash provided by operating activities less capital expenditures.
The cash payments related to the capital expenditures totaled approximately $23 million and $27 million in 2023 and 2022, respectively, due to the timing of the payments. In 2024, we expect capital expenditures of approximately $50 million, which will be funded from cash on hand.
The cash payments related to the capital expenditures totaled approximately $29 million and $23 million in 2024 and 2023, respectively, due to the timing of the payments. In 2025, we expect capital expenditures of approximately $40 million, which will be funded from cash on hand.
The following table sets forth ARPU metrics relating to the above digital-only subscriber categories for the two most recent fiscal years: December 31, 2023 December 31, 2022 Digital-only ARPU: Bundle and multiproduct $ 13.05 $ 15.85 News-only $ 9.54 $ 8.24 Other single-product $ 3.57 $ 3.79 Total digital-only ARPU $ 9.18 $ 8.95 ARPU metrics are calculated by dividing the digital subscription revenue in the year by the average number of digital-only subscribers divided by the number of days in the year multiplied by 28 to reflect a 28-day billing cycle.
The following table sets forth ARPU metrics relating to the above digital-only subscriber categories for the two most recent fiscal years: December 31, 2024 December 31, 2023 Digital-only ARPU: Bundle and multiproduct $ 12.18 $ 13.05 News-only $ 11.36 $ 9.54 Other single-product $ 3.60 $ 3.57 Total digital-only ARPU $ 9.42 $ 9.18 ARPU metrics are calculated by dividing the digital subscription revenue in the year by the average number of digital-only subscribers divided by the number of days in the year multiplied by 28 to reflect a 28-day billing cycle.
(4) I/E related to content licensing recorded in Cost of revenue (excluding depreciation and amortization). * Represents a change equal to or in excess of 100% or not meaningful. The New York Times Group NYTG revenues increased in 2023 to $2.3 billion from $2.2 billion in 2022.
(3) Intersegment eliminations (“I/E”) related to content licensing recorded in Cost of revenue (excluding depreciation and amortization). * Represents a change equal to or in excess of 100% or not meaningful. The New York Times Group NYTG revenues increased in 2024 to $2.4 billion from $2.3 billion in 2023.
Print subscription revenue decreased primarily due to a decrease in home-delivery subscription revenue, which was driven by a lower number of average print subscribers, reflecting secular trends and the impact of five fewer days in the year, partially offset by an increase in domestic home-delivery prices.
Print subscription revenue decreased primarily due to a decrease in home-delivery subscription revenue, which was driven by a lower number of average print subscribers, reflecting secular trends, partially offset by an increase in domestic home-delivery prices.
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-OPERATING ITEMS Interest Income and Other, Net See Note 10 of the Notes to the Consolidated Financial Statements for information regarding interest income and other. Income Taxes See Note 11 of the Notes to the Consolidated Financial Statements for information regarding income taxes.
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.
As of December 31, 2024, we had cash and cash equivalents and marketable securities of $911.9 million and approximately $350 million in available borrowings, and no amounts were outstanding under the Credit Facility.
Multiemployer Pension Plan Liability Adjustment In 2023 and 2022, the Company recorded favorable adjustments related to a reduction in its multiemployer pension plan liability of $2.3 million and $7.1 million, respectively. In 2023 and 2022, the Company recorded charges of $1.7 million and $22.1 million, respectively, in connection with its withdrawal from multiemployer pension plans.
Multiemployer Pension Plan Liability Adjustment In 2024 and 2023, the Company recorded favorable adjustments related to a reduction in its multiemployer pension plan liability of $3.0 million and $2.3 million, respectively. In 2023 the Company recorded a charge of $1.7 million in connection with its withdrawal from a multiemployer pension plan.
As of December 31, 2023, the Company had cash, cash equivalents and marketable securities of approximately $709 million and was debt-free. P. 32 – THE NEW YORK TIMES COMPANY Capital Return The Company aims to return at least 50% of free cash flow to stockholders in the form of dividends and share repurchases over the next three to five years.
As of December 31, 2024, the Company had cash, cash equivalents and marketable securities of approximately $912 million and was debt-free. Capital Return The Company aims to return at least 50% of free cash flow to stockholders in the form of dividends and share repurchases over the next three to five years.
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.
We expect to make contributions in 2025 to satisfy the greater of minimum funding or collective bargaining agreement requirements of approximately $13 million. We will continue to look for ways to reduce the size and volatility of our pension obligations.
Impairment Charges In 2023, the Company recorded a $12.7 million impairment charge related to excess leased office space that is being marketed for sublet (the “lease-related impairment”). In 2023 and 2022, the Company recorded impairment charges of $2.5 million and $4.1 million, respectively, related to an indefinite-lived intangible asset.
Impairment Charges There were no impairment charges in 2024. In 2023, the Company recorded a $12.7 million impairment charge related to excess leased office space that is being marketed for sublet (the “lease-related impairment”). In 2023 the Company recorded impairment charges of $2.5 million related to an indefinite-lived intangible asset.
Net cash used in investing activities in 2023 was primarily related to $144.3 million in net purchases of marketable securities and $22.7 million in capital expenditures payments. 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.
Net cash used in investing activities in 2024 was primarily related to $289.4 million in net purchases of marketable securities and $29.2 million in capital expenditures payments. 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.
The Athletic’s adjusted operating loss decreased 23.6% to $31.4 million in 2023 from $41.1 million in 2022, primarily as a result of higher digital subscription and advertising revenues partially offset by higher adjusted operating costs. Other Items See Note 7 of the Notes to the Consolidated Financial Statements for more information regarding other items.
The Athletic’s adjusted operating loss decreased 84.1% to $5.0 million in 2024 from $31.4 million in 2023, primarily as a result of higher digital subscription and other revenues, partially offset by higher adjusted operating costs. Other Items See Note 10 of the Notes to the Consolidated Financial Statements for more information regarding other items.
Management considers special items, which may include impairment charges, pension settlement charges, acquisition-related costs and other items that arise from time to time, to be outside the ordinary course of our operations.
Management considers special items, which may include impairment charges, pension settlement charges, acquisition-related costs, and beginning in 2024, Generative AI Litigation Costs, as well as other items that arise from time to time, to be outside the ordinary course of our operations.
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.
Cost of revenue in 2024 increased $60.5 million, or 4.8%, compared with 2023, largely due to higher journalism costs of $46.2 million, higher digital content delivery costs of $7.5 million, higher advertising servicing costs of $7.1 million and higher subscriber servicing costs of $6.5 million, partially offset by lower print production and distribution costs of $6.8 million.
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.
The weighted-average discount rate determined on this basis was 5.73% for our qualified plans and 5.62% for our non-qualified plans as of December 31, 2024.
The increase in digital content delivery costs was largely due to higher compensation and benefits driven by growth in the number of employees and higher cloud-related costs.
The increase in journalism costs was largely due to higher compensation and benefits, which was driven by higher salaries and growth in the number of employees who work in our newsrooms. The increase in digital content delivery costs was largely due to higher cloud-related costs.
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.
Our plan assets had an average rate of return of approximately 1.12% in 2024 and an average annual return of approximately -4.62% over the three-year period 2022–2024. We regularly review our actual asset allocation and periodically rebalance our investments to meet our investment strategy.
Diluted earnings per share excluding amortization of acquired intangible assets, severance, non-operating retirement costs and special items discussed below under “Non-GAAP Financial Measures” (or “adjusted diluted earnings per share,” a non-GAAP measure) were $1.63 and $1.32 for 2023 and 2022, respectively. • Net cash from operating activities for 2023 was $360.6 million and free cash flow (net cash provided by operating activities less capital expenditures, a non-GAAP measure) was $337.9 million compared with $113.7 million in 2022.
Adjusted diluted earnings per share, defined as diluted earnings per share excluding amortization of acquired intangible assets, severance, non-operating retirement costs and special items (a non-GAAP measure discussed below under “Non-GAAP Financial Measures”) were $2.01 and $1.63 for 2024 and 2023, respectively. • Net cash from operating activities for 2024 was $410.5 million compared with $360.6 million in 2023, and free cash flow (net cash provided by operating activities less capital expenditures, a non-GAAP measure) was $381.3 million compared with $337.9 million in 2023.
We offer a digital-only bundle that includes access to our digital news product (which includes our news website, NYTimes.com, and mobile and Audio applications), as well as The Athletic and our Cooking, Games and Wirecutter products.
We offer a digital-only bundle that includes access to our digital news product (which includes our news website, NYTimes.com, and mobile application), as well as The Athletic and our Audio, Cooking, Games and Wirecutter products. Our subscriptions also include standalone digital subscriptions to each of these products.
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.
Our primary uses of cash from operations were for employee compensation and benefits and other operating expenses. We believe our cash and cash equivalents, marketable securities balance and cash provided by operations, in combination with other sources of cash, will be sufficient to meet our financing needs over the next twelve months and beyond.
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 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.
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 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.
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.
P. 52 – THE NEW YORK TIMES COMPANY When performing a quantitative assessment for goodwill, the discounted cash flow model 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 and discount rates.
Net cash used in financing activities in 2023 was primarily related to dividend payments of $69.5 million, share repurchases of $44.6 million (excluding commissions) and share-based compensation tax withholding payments of $14.9 million. See “— Third-Party Financing” below and our Consolidated Statements of Cash Flows for additional information on our sources and uses of cash.
Net cash used in financing activities in 2024 was primarily related to share repurchases of $85.0 million, dividend payments of $82.9 million and share-based compensation tax withholding payments of $21.8 million. See “— Third-Party Financing” below and our Consolidated Statements of Cash Flows for additional information on our sources and uses of cash.
(In thousands) December 31, 2023 December 31, 2022 Pension liabilities (includes current portion) $ 248,151 $ 253,764 Total liabilities $ 951,376 $ 933,780 Percentage of pension liabilities to total liabilities 26 % 27 % Our Company-sponsored defined benefit pension plans include qualified plans (funded) as well as non-qualified plans (unfunded).
(In thousands) December 31, 2024 December 31, 2023 Pension liabilities (includes current portion) $ 228,040 $ 248,151 Total liabilities $ 912,060 $ 951,376 Percentage of pension liabilities to total liabilities 25 % 26 % Our Company-sponsored defined benefit pension plans include qualified plans (funded) as well as non-qualified plans (unfunded).
Adjusted operating profit is defined as operating profit before depreciation and amortization, severance, multiemployer pension plan withdrawal costs and special items. Adjusted operating profit expressed as a percentage of revenues is referred to as adjusted operating profit margin. Subscription revenues from and expenses associated with our bundle are allocated to NYTG and The Athletic.
Adjusted operating costs are defined as operating costs before depreciation and amortization, severance, multiemployer pension plan withdrawal costs and special items. Adjusted operating profit is defined as operating profit before depreciation and amortization, severance, multiemployer pension plan withdrawal costs and special items. Adjusted operating profit expressed as a percentage of revenues is referred to as adjusted operating profit margin.
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.
Digital other revenues, which consist primarily of Wirecutter affiliate referral revenues and digital licensing revenue, totaled $186.1 million and $152.0 million in 2024 and 2023, respectively. Building rental revenue from the leasing of floors in the Company Headquarters totaled $26.6 million and $27.2 million in 2024 and 2023, respectively.
Starting April 1, 2023, we allocate 10% of product development, marketing and subscriber servicing expenses (including the direct variable expenses referenced above) associated with the bundle to The Athletic, and the remaining costs are allocated to NYTG, in each case, in line with the revenues allocations.
We allocate 10% of product development, marketing and subscriber servicing expenses (including the direct variable expenses such as credit card fees and sales taxes) associated with the bundle to The Athletic, and the remaining costs are allocated to NYTG, in each case, in line with the revenues allocations.
The following table presents a reconciliation of net cash provided by operating activities to free cash flow: Years Ended (In thousands) December 31, 2023 December 31, 2022 Net cash provided by operating activities $ 360,618 $ 150,687 Less: Capital expenditures (22,669) (36,961) Free cash flow $ 337,949 $ 113,726 Free cash flow for 2023 was $337.9 million compared with $113.7 million in 2022.
The following table presents a reconciliation of net cash provided by operating activities to free cash flow: Years Ended (In thousands) December 31, 2024 December 31, 2023 Net cash provided by operating activities $ 410,512 $ 360,618 Less: Capital expenditures (29,173) (22,669) Free cash flow $ 381,339 $ 337,949 Free cash flow for 2024 was $381.3 million compared with $337.9 million in 2023.
The Company ended 2023 with approximately 10.36 million subscribers to its print and digital products, including approximately 9.70 million digital-only subscribers. Compared with 2022, there was a net increase of 880,000 digital-only subscribers. Print domestic home-delivery subscribers totaled approximately 660,000 at the end of 2023, a net decrease of 70,000 subscribers compared with the end of 2022.
The Company ended 2024 with approximately 11.43 million subscribers to its print and digital products, including approximately 10.82 million digital-only subscribers. Compared with 2023, there was a net increase of 1,110,000 digital-only subscribers. Print domestic home-delivery subscribers totaled approximately 610,000 at the end of 2024, a net decrease of 50,000 subscribers compared with the end of 2023.
In addition, we believe the macroeconomic environment has had and may in the future have an adverse impact on both digital and print advertising spending. Additionally, we believe that there may be marketer sensitivity to some news topics, impacting overall advertising spend.
These factors may result in declines and/or volatility in our results. P. 30 – THE NEW YORK TIMES COMPANY We believe the macroeconomic environment has had, and may in the future have, an adverse impact on both digital and print advertising spending. Additionally, we believe that there may be marketer sensitivity to some news topics, impacting overall advertising spend.
The decrease in print production and distribution costs was primarily due to fewer print copies produced and lower compensation driven by production staffing efficiencies, partially offset by higher paper pricing. Sales and Marketing Sales and marketing include costs related to the Company’s subscription and brand marketing efforts as well as advertising sales costs.
The decrease in print production and distribution costs was primarily due to lower newsprint pricing and fewer print copies produced. Sales and Marketing Sales and marketing includes costs related to the Company’s subscription and brand marketing efforts as well as advertising sales costs.
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.
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, 2024 December 31, 2023 2024 vs. 2023 Operating activities $ 410,512 $ 360,618 13.8 % Investing activities $ (306,086) $ (159,690) 91.7 % Financing activities $ (192,715) $ (132,710) 45.2 % 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) 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.
Adjusted operating profit margin (adjusted operating profit expressed as a percentage of revenues) increased to 17.6% in 2024, compared with 16.1% in 2023. • Total revenues increased 6.6% to $2.59 billion in 2024 from $2.43 billion in 2023. • Total subscription revenues increased 8.0% to $1.79 billion in 2024 from $1.66 billion in 2023.
NYTG adjusted operating profit increased 8.3% in 2023 to $421.3 million from $389.0 million in 2022. The increase in 2023 was primarily as a result of higher digital subscription and other revenues, partially offset by higher adjusted operating costs and lower advertising revenues.
THE NEW YORK TIMES COMPANY – P. 43 NYTG adjusted operating profit increased 9.3% in 2024 to $460.4 million from $421.3 million in 2023. The increase in 2024 was primarily as a result of higher digital subscription, digital advertising and other revenues, partially offset by higher adjusted operating costs and lower print advertising revenues and print subscription revenues.

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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 changeSee “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
Biggest changeSee “Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations — Pensions Benefits.” See Notes 4 and 9 of the Notes to the Consolidated Financial Statements. THE NEW YORK TIMES COMPANY – P. 55
Changes in U.S. interest rates affect the interest earned on our cash and cash equivalents and marketable securities, and the market value of those securities. A hypothetical 100-basis-point increase in interest rates would have resulted in a decrease of approximately $4.5 million in the market value of our marketable debt securities as of December 31, 2023.
Changes in U.S. interest rates affect the interest earned on our cash and cash equivalents and marketable securities, and the market value of those securities. A hypothetical 100-basis-point increase in interest rates would have resulted in a decrease of approximately $6.6 million in the market value of our marketable debt securities as of December 31, 2024.

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