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12、MTo ourShareholderS2012 was a year during which we recast The New York Times Company for the challenges and opportunities of the future.In so doing,we significantly expanded our digital subscription base,divested of several noncore assets,remained disciplined on cost management and improved our fina
13、ncial position.We also mourned the passing of my father,Arthur Ochs“Punch”Sulzberger who,I know you will agree,was a courageous man and one of our industrys most admired executives.Last year we faced uncertain and uneven economic conditions,and an increasingly difficult advertising climate.While we
14、expect these challenges to continue,we have taken a number of steps to rebalance our business and better position our Company for the future.The launch of our paid digital subscription model in 2011 has created a meaningful consumer revenue stream.In fact,2012 marked the first time in our history th
15、at circulation revenues surpassed advertising revenues.This was in large part due to the significant growth in our digital subscription base,which at year-end totaled approximately 668,000 paying subscribers to the Companys digital products.We continue to seek and capitalize on opportunities to grow
16、 our brands and digital businesses by broadening our audiences,deepening engagement and extending our global reach.Our key areas of focus include expanding our portfolio of paid digital products;growing our international footprint to leverage the strong salience of The Times brand;developing more st
17、rategic video capabilities;building on our mobile initiatives and expanding our conference and events business.As part of this plan,we recently announced that the International Herald Tribune will be rebranded the International New York Times.Our business strategy will be supported by a strong balan
18、ce sheet,which benefitted from the sale over the past year of the Companys Regional Media Group and About Group,and our stakes in Fenway Sports Group and I.The Regional Media Group brought great value to our Company for many years and to the communities it served.Under the Times Companys stewardship
19、,its newspapers received four Pulitzer Prizes.The About Group,which was a valuable component of our digital portfolio with its early expertise in search engine optimization and expert content,had been a strong contributor to the Company since its acquisition in 2005.More recently we announced that w
20、e have begun a process to sell the New England Media Group.A sale will allow us to concentrate our strategic focus and investment on The New York Times brand and its journalism.We will also continue to diligently manage our costs,even as we invest in our future.This includes working hard to maintain
21、 a sizable and robust newsgathering operation capable of continuing our tradition of excellent journalism,a pursuit that now more than ever sets us apart.There has been considerable and understandable interest in our cash position and capital allocation plans,particularly on the question of returnin
22、g cash in the form of a dividend.Our main priorities in evaluating the uses of cash will be investing to grow our business,returning to sustainable growth in revenue and profitability and looking for opportunities to further deleverage our balance sheet and reduce our exposure under our pension plan
23、s.Until we have made progress in these areas,we believe that it is in the best interests of the Company to maintain a conservative balance sheet and therefore we do not believe that this is the appropriate time to restore a dividend.Last August,after a thorough search,our Board selected Mark Thompso
24、n as our new president and chief executive officer.He joined our Company and Board in mid-November.It is an exciting appointment,as Mark brings a global perspective and more than 30 years of experience in the media industry,including extensive international business and management 2012 annualreport
25、expertise gained during his time as director-general of the BBC and as chief executive of Channel 4 Television Corporation.In addition,his experience in reshaping the BBC to meet the challenge of the digital age is highly valued as we continue to expand our business digitally and globally.The Compan
26、y also added to our Board two proven digital leaders,Joichi Ito and Brian McAndrews.Each of them brings extensive insight on the intersection of technology and content.In all,we made significant progress in our digital transition.I am extremely proud of the efforts of my colleagues throughout the or
27、ganization from New York to Boston,from Paris to Hong Kong and all those working at every point in between.They have proven,even during this transformative and challenging time in the media industry,that they remain committed to providing our readers,subscribers and advertisers with the highest qual
28、ity journalism.In 2012,for the second consecutive year and only the third time in our history,newspapers at all three of our news groups The New York Times,The Boston Globe and The Tuscaloosa News,which was part of our Company when the story ran earned the most important prize in journalism,the Puli
29、tzer.The Pulitzers awarded in 2012 were:DavidKocieniewskiofTheTimesforexplanatoryreportingforhisseriesthatpenetrated a legal thicket to explain how the nations wealthiest citizens and corporations often exploited loopholes and avoided taxes.JeffreyGettlemanofTheTimesforinternationalreportingforhisvi
30、vidreportsonfamine and conflict in East Africa,a neglected but increasingly strategic part of the world.WesleyMorrisofTheBostonGlobeforcriticismforhissmart,inventivefilmcriticism,distinguished by pinpoint prose and an easy traverse between the art house and the big-screen box office.TheTuscaloosaNew
31、sStaffforbreakingnewsreportingforitsenterprisingcoverageofa deadly tornado,using social media as well as traditional reporting to provide real-time updates,help locate missing people and produce in-depth print accounts even after power disruption forced the paper to publish at another plant 50 miles
32、 away.Wearealsoextremelyproudofthethree2012GeorgePolkAwardsTheTimesreceived:David Barboza for foreign reporting for his series,“Princelings,”which examined the financial interests ofhigh-rankingChineseofficialsandtheirfamilies;SamDolnickforjusticereportingforhisseries,“Unlocked,”which detailed wides
33、pread abuses at New Jerseys privatized halfway houses;and DavidBarstowandfreelancereporterAlejandraXanicvonBertrabforbusinessreportingfor“Wal-Mart Abroad,”which showed how that companys growth in Mexico was fueled by the payment of bribes that allowed the company to skirt Mexican laws.We also said g
34、oodbye to several esteemed colleagues in 2012 and early 2013,including Scott Heekin-Canedy,president and general manager of The New York Times,who led The Times astutely and thoughtfully during his eight years in that role.We thank Scott and our other colleagues for their significant contributions t
35、o our Company.With all we accomplished in 2012 we believe that our Company is well positioned to succeed in this evolving media landscape.We have sharpened our focus on our core business and will look to leverage The New York Times brand in new products,markets and endeavors in the coming year.Arthu
36、r Sulzberger,Jr.Chairman 2012 annualreport February 28,2013Statement from arthur Sulzberger,Jr.on the PaSSing of Arthur Ochs sulzberger 1926 2012Arthur Ochs Sulzberger,or Punch,as everyone knew him,brilliantly led The New York Times Company for over three decades as chairman and C.E.O.of the Times C
37、ompany and as publisher of The New York Times.Punch,beloved by his colleagues,was one of our industrys most admired executives.He spent his entire professional career with the Times Company,beginning in 1951,except for one year when he was a reporter for The Milwaukee Journal.After serving in the U.
38、S.Marine Corps in both World War II and the Korean War,he was a reporter on The Timess city staff and a foreign correspondent in our Paris,Rome and London bureaus.Punch,the old Marine captain who never backed down from a fight,was an absolutely fierce defender of the freedom of the press.His inspire
39、d leadership in landmark cases such as New York Times v.Sullivan and the Pentagon Papers helped to expand access to critical information and to prevent government censorship and intimidation.Punch always believed that by closely adhering to our Companys most fundamental precepts we would greatly enh
40、ance our ability to produce outstanding journalism.He was absolutely right.As publisher,Punch established new standards of journalistic excellence,with The Times winning 31 Pulitzer Prizes during his tenure.In 2002,Punch retired from the Board of Directors after almost 50 years of service to this Co
41、mpany.We commemorated his innumerable accomplishments by creating the Punch Sulzberger Award to celebrate,honor and perpetuate the principles that he championed throughout his illustrious career.Punch will be sorely missed by his family and his many friends,but we can take some comfort in the fact t
42、hat his legacy and his abiding belief in the value of quality news and information will always be with us.For that and so much more,we and future generations of Times Company men and women will always be grateful.Punch,the old Marine captain who never backed down from a fight,was an absolutely fierc
43、e defender of the freedom of the press.UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWASHINGTON,D.C.20549FORM 10-KAnnual Report pursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934For the fiscal year ended December 30,2012Commission file number 1-5837 THE NEW YORK TIMES COMPANY(Ex
44、act name of registrant as specified in its charter)New York13-1102020(State or other jurisdiction ofincorporation or organization)(I.R.S.EmployerIdentification No.)620 Eighth Avenue,New York,N.Y.10018(Address of principal executive offices)(Zip code)Registrants telephone number,including area code:(
45、212)556-1234Securities registered pursuant to Section 12(b)of the Act:Title of each className of each exchange on which registeredClass A Common Stock of$.10 par valueNew York Stock ExchangeSecurities registered pursuant to Section 12(g)of the Act:Not ApplicableIndicate by check mark if the registra
46、nt is a well-known seasoned issuer,as defined in Rule 405 of the Securities Act.Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d)of the Exchange Act.Yes No Indicate by check mark whether the registrant(1)has filed all reports requ
47、ired to be filed by Section 13 or 15(d)of the Securities Exchange Act of 1934 during the preceding 12 months(or for such shorter period that the registrant was required to file such reports),and(2)has been subject to such filing requirements for the past 90 days.Yes No Indicate by check mark whether
48、 the registrant has submitted electronically and posted on its corporate Web site,if any,every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months(or for such shorter period that the registrant was required to submit and pos
49、t such files).Yes No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein,and will not be contained,to the best of registrants knowledge,in definitive proxy or information statements incorporated by reference in Part III of this For
50、m 10-K or any amendment to this Form 10-K.Indicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a non-accelerated filer,or a smaller reporting company.See the definitions of“large accelerated filer,”“accelerated filer”and“smaller reporting company”in Rule 12
51、b-2 of the Exchange Act.(Check one):Large accelerated filer Accelerated filerNon-accelerated filer Smaller reporting company Indicate by check mark whether the registrant is a shell company(as defined in Rule 12b-2 of the Exchange Act).Yes No The aggregate worldwide market value of Class A Common St
52、ock held by non-affiliates,based on the closing price on June 22,2012,the last business day of the registrants most recently completed second quarter,as reported on the New York Stock Exchange,was approximately$961 million.As of such date,non-affiliates held 72,477 shares of Class B Common Stock.The
53、re is no active market for such stock.The number of outstanding shares of each class of the registrants common stock as of February 22,2013(exclusive of treasury shares),was as follows:147,946,704 shares of Class A Common Stock and 818,385 shares of Class B Common Stock.Documents incorporated by ref
54、erencePortions of the Proxy Statement relating to the registrants 2013 Annual Meeting of Stockholders,to be held on May 1,2013,are incorporated by reference into Part III of this report.INDEX TO THE NEW YORK TIMES COMPANY 2012 ANNUAL REPORT ON FORM 10-K ITEM NO.PART IForward-Looking Statements11Busi
55、ness1Introduction1Our Company2The New York Times Media Group2New England Media Group4Forest Products Investments and Other Joint Ventures4Raw Materials5Competition6Employees6Labor Relations71ARisk Factors81BUnresolved Staff Comments132Properties133Legal Proceedings134Mine Safety Disclosures13Executi
56、ve Officers of the Registrant14PART II5Market for the Registrants Common Equity,Related StockholderMatters and Issuer Purchases of Equity Securities156Selected Financial Data187Managements Discussion and Analysis ofFinancial Condition and Results of Operations227AQuantitative and Qualitative Disclos
57、ures About Market Risk488Financial Statements and Supplementary Data499Changes in and Disagreements with Accountants onAccounting and Financial Disclosure1079AControls and Procedures1079BOther Information107PART III10Directors,Executive Officers and Corporate Governance10811Executive Compensation108
58、12Security Ownership of Certain Beneficial Owners andManagement and Related Stockholder Matters10813Certain Relationships and Related Transactions,and Director Independence10814Principal Accountant Fees and Services108PART IV 15Exhibits and Financial Statement Schedules109THE NEW YORK TIMES COMPANY
59、P.1 PART I FORWARD-LOOKING STATEMENTSThis Annual Report on Form 10-K,including the sections titled“Item 1A Risk Factors”and“Item 7 Managements Discussion and Analysis of Financial Condition and Results of Operations,”contains forward-looking statements that relate to future events or our future fina
60、ncial performance.We may also make written and oral forward-looking statements in our Securities and Exchange Commission(“SEC”)filings and otherwise.We have tried,where possible,to identify such statements by using words such as“believe,”“expect,”“intend,”“estimate,”“anticipate,”“will,”“project,”“pl
61、an”and similar expressions in connection with any discussion of future operating or financial performance.Any forward-looking statements are and will be based upon our then-current expectations,estimates and assumptions regarding future events and are applicable only as of the dates of such statemen
62、ts.We undertake no obligation to update or revise any forward-looking statements,whether as a result of new information,future events or otherwise.By their nature,forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those anticip
63、ated in any such statements.You should bear this in mind as you consider forward-looking statements.Factors that we think could,individually or in the aggregate,cause our actual results to differ materially from expected and historical results include those described in“Item 1A Risk Factors”below,as
64、 well as other risks and factors identified from time to time in our SEC filings.ITEM 1.BUSINESSINTRODUCTIONThe New York Times Company(the“Company”)was incorporated on August 26,1896,under the laws of the State of New York.The Company is a leading global,multimedia news and information company that
65、currently includes newspapers,digital businesses,investments in paper mills and other investments.The Company and its consolidated subsidiaries are referred to collectively in this Annual Report on Form 10-K as“we,”“our”and“us.”We had previously classified our businesses into two reportable segments
66、,the News Media Group and the About Group.As a result of the sale of the About Group,described below,and effective for the quarter ended September 23,2012,we have one reportable segment.We currently have two divisions:The New York Times Media Group,which includes The New York Times(“The Times”),the
67、International Herald Tribune(the“IHT”),NYT and related businesses;and the New England Media Group,which includes The Boston Globe(the“Globe”),BostonG,B,the Worcester Telegram&Gazette(the“T&G”),T and related businesses.In February 2013,we announced that we have retained a strategic adviser in connect
68、ion with a sale of the New England Media Group and our 49%equity interest in Metro Boston(“Metro Boston”),which publishes a free daily newspaper in the greater Boston area.On September 24,2012,we completed the sale of the About Group,consisting of A,ConsumerS,CalorieC and related businesses,to IAC/I
69、nterActiveCorp for$300.0 million in cash,plus a net working capital adjustment of approximately$17 million.On January 6,2012,we completed the sale of the Regional Media Group,consisting of 16 regional newspapers,other print publications and related businesses in Alabama,California,Florida,Louisiana,
70、North Carolina and South Carolina,to Halifax Media Holdings LLC for approximately$140 million in cash.Results of operations for each of the About Group and the Regional Media Group,which previously was a division of the News Media Group,have been treated as discontinued operations in all periods pre
71、sented in this report.For information regarding discontinued operations,see Note 15 of the Notes to the Consolidated Financial Statements.Additionally,we own equity interests primarily in a Canadian newsprint company and a supercalendered paper manufacturing partnership in Maine.P.2 THE NEW YORK TIM
72、ES COMPANYIn February 2012,we sold 100 of our units in Fenway Sports Group for an aggregate price of$30.0 million and in May 2012,we sold our remaining 210 units for an aggregate price of$63.0 million.Fenway Sports Group owns the Boston Red Sox baseball club;Liverpool Football Club(a soccer team in
73、the English Premier League);approximately 80%of New England Sports Network(a regional cable sports network);and 50%of Roush Fenway Racing(a NASCAR team).In early October 2012,I,a search engine for jobs in which we had an ownership interest,was sold.The proceeds from the sale of our interest were app
74、roximately$167 million.Our Annual Report on Form 10-K,Quarterly Reports on Form 10-Q,Current Reports on Form 8-K,and all amendments to those reports,and the Proxy Statement for our Annual Meeting of Stockholders are made available,free of charge,on our Web site http:/,as soon as reasonably practicab
75、le after such reports have been filed with or furnished to the SEC.OUR COMPANYOur Company generates revenues principally from advertising and circulation.Advertising is sold in our newspapers and other publications,on our Web sites and across other digital platforms.We divide advertising into three
76、main categories:national,retail and classified.Advertising revenue also includes preprints,which are advertising supplements.Our digital advertising offerings include mainly display advertising(such as banners,large-format units,half-page units and interactive multimedia)and classified advertising.O
77、ur businesses are affected in part by seasonal patterns in advertising,with generally higher advertising volume in the fourth quarter due to holiday advertising.Circulation revenue is from amounts charged to readers or distributors for products in print,online or through other digital platforms.Char
78、ges vary by property and by city and depend on the type of sale(i.e.,subscription or single copy)and distribution arrangements.Advertising and circulation revenue information for our divisions appears under“Item 7 Managements Discussion and Analysis of Financial Condition and Results of Operations.”
79、Revenues,operating profit and identifiable assets of foreign operations are not significant.The New York Times Media GroupThe New York Times Media Group comprises The Times,the IHT,NYT and related businesses.The Times,a daily(Mon.-Sat.)and Sunday newspaper,commenced publication in 1851.The IHT,a dai
80、ly newspaper,commenced publishing in Paris in 1887.We recently announced that the IHT,which has served as the global edition of The Times,will be rebranded the International New York Times later in 2013.NYT was launched in 1996.Since March 2011,The Times has charged consumers for content provided on
81、 NYT and other digital platforms,in addition to its other paid subscription offerings on several e-reader devices.The Timess metered model offers users free access to a set number of articles per month and then charges users who are not print home-delivery subscribers once they exceed that number.Al
82、l print home-delivery subscribers receive free digital access.Since October 2011,the IHT has charged consumers for digital subscription packages for full access to its news applications on the iPhone and iPad and on NYT.These digital packages are free to IHT home-delivery subscribers who subscribe f
83、or a minimum of five days per week.AudienceThe Times and the IHT reach a broad audience in print,online at NYT and and on other digital platforms.The Times and the IHT have also expanded their reach and deepened engagement with readers and users by delivering content online and across other digital
84、platforms,including mobile and e-reader applications and social networking sites.According to reports filed with the Alliance for Audited Media(“AAM”),formerly known as the Audit Bureau of Circulations,an independent agency that audits the circulation of most U.S.newspapers and magazines,for the six
85、-month period ended September 30,2012,The Times had the largest daily and Sunday circulation of all seven-day newspapers in the United States.For the year ended December 30,2012,The Timess average circulation,which includes paid and verified circulation of the newspaper in print,online and on other
86、digital platforms,was 1,670,500 for weekday(Mon.-Fri.)and 2,138,500 for Sunday.Under AAMs reporting guidance,verified circulation represents THE NEW YORK TIMES COMPANY P.3copies available for individual consumers that are either non-paid or paid by someone other than the individual,such as copies se
87、rved to schools and colleges and copies purchased by businesses for free distribution.For the first time,The Timess average circulation for 2012 captures a full year of paid subscribers to its digital subscription packages since The Times began offering them in March 2011.In 2012,approximately 87%of
88、 the weekday and 88%of the Sunday circulation was through print or digital subscriptions;the remainder was single-copy print sales primarily on newsstands.Approximately 43%of the weekday average print circulation for the year ended December 30,2012,was sold in the 31 counties that make up the greate
89、r New York City area,which includes New York City,Westchester County,Long Island,and parts of upstate New York,Connecticut,New Jersey and Pennsylvania;approximately 57%was sold elsewhere.On Sundays,approximately 38%of the average print circulation was sold in the greater New York City area and 62%wa
90、s sold elsewhere.The IHTs average circulation,which includes paid circulation of the newspaper in print and electronic replica editions,for the years ended December 30,2012,and December 25,2011,was 224,771(estimated)and 226,267,respectively.These figures follow the guidance of Office de Justificatio
91、n de la Diffusion,an agency based in Paris and a member of the International Federation of Audit Bureaux of Circulations that audits the circulation of most of Frances newspapers and magazines.The final 2012 figure will not be available until April 2013.According to comScore Media Metrix,an online a
92、udience measurement service,in 2012,NYT had a monthly average of approximately 29 million unique visitors in the United States and approximately 43 million unique visitors worldwide.Paid subscribers to digital subscription packages,e-readers and replica editions of The Times and the IHT totaled appr
93、oximately 640,000 as of our fiscal year ended December 30,2012.AdvertisingAccording to data compiled by MagazineRadar,an independent agency that measures advertising sales volume and estimates advertising revenue,The Times had the largest market share in 2012 in print advertising revenues among a na
94、tional newspaper set that consists of USA Today,The Wall Street Journal and The Times.Approximately three-quarters of The New York Times Media Groups print and digital advertising revenues in 2012 came from national advertisers.Based on recent data provided by MagazineRadar,we believe The Times rank
95、s first by a substantial margin in print advertising revenues in the general weekday and Sunday newspaper field in the New York metropolitan area.Production and DistributionThe Times is currently printed at our production and distribution facility in College Point,N.Y.,as well as under contract at 2
96、7 remote print sites across the United States.The Times is delivered to newsstands and retail outlets in the New York metropolitan area through a combination of third-party wholesalers and our own drivers.In other markets in the United States and Canada,The Times is delivered through agreements with
97、 other newspapers and third-party delivery agents.The IHT is printed under contract at 38 sites throughout the world and is sold in more than 135 countries and territories.Other BusinessesThe New York Times Media Groups other businesses primarily include:The New York Times Index,which produces and l
98、icenses The New York Times Index,a print publication;Digital Archive Distribution,which licenses electronic archive databases to resellers of that information in the business,professional and library markets;and The New York Times News Services Division,which is made up of Syndication Sales and Busi
99、ness Development.Syndication Sales transmits articles,graphics and photographs from The Times,the Globe and other publications to over 1,300 newspapers,magazines and Web sites in nearly 100 countries and territories worldwide.Business Development principally comprises photo archives,The New York Tim
100、es store,book development and rights and permissions.P.4 THE NEW YORK TIMES COMPANYNew England Media GroupThe New England Media Group comprises the Globe,BostonG,B,the T&G,T and related businesses.The Globe is a daily and Sunday newspaper that commenced publication in 1872.The T&G is a daily and Sun
101、day newspaper that began publishing in 1866.In fall 2011,the Globe launched BostonG,a paid subscription Web site with access to the full range of The Globes content.All print home-delivery subscribers to the Globe receive free digital access to BostonG.B,a free Web site developed by the Globe,serves
102、 as a community portal for the greater Boston area and offers general community-focused information to consumers.AudienceThe Globe reaches a broad audience in print,online and other digital platforms.The Globe is distributed in print throughout New England,although its circulation is concentrated in
103、 the Boston metropolitan area.The Globe has expanded its reach and deepened engagement with readers and users by delivering content online and across other digital platforms,including mobile and e-reader applications and social networking sites.According to reports filed with AAM,for the six-month p
104、eriod ended September 30,2012,the Globe ranked first in New England for both daily and Sunday circulation.For the year ended December 30,2012,the Globes average circulation,which includes paid and verified circulation of the newspaper in print,online and other digital platforms,was 233,000 for weekd
105、ay(Mon.-Fri.)and 373,000 for Sunday.For the first time,the Globes average circulation for 2012 captures a full year of paid subscribers to BostonG since its launch in the fall of 2011.Approximately 83%of the Globes weekday and 79%of its Sunday circulation was sold through print and digital subscript
106、ions in 2012;the remainder was sold primarily on newsstands.B,New Englands largest regional news and information Web site,in 2012 had a monthly average of over 6 million unique visitors in the United States,according to comScore Media Metrix.In 2012,BostonG had a monthly average of over 1 million un
107、ique visitors in the United States,according to comScore Media Metrix.Paid digital subscribers to BostonG,e-readers and replica editions totaled approximately 28,000 as of our fiscal year ended December 30,2012.The T&G and several Company-owned non-daily newspapers some published under the name of C
108、oulter Press circulate throughout Worcester County,Mass.,and northeastern Connecticut.According to reports filed with AAM,for the six-month period ended September 30,2012,the T&G ranked fifth in daily circulation and sixth in Sunday circulation volume in New England.Since 2010,T has offered paid dig
109、ital subscriptions to access articles produced by its staff.For the year ended December 30,2012,the T&Gs average circulation,which includes paid and verified circulation of the newspaper in print and online,was 69,400 for weekday(Mon.-Fri.)and 78,400 for Sunday.AdvertisingThe sales forces of the New
110、 England Media Group sell advertising across multiple channels,including print,digital,direct marketing,niche magazines,Internet radio and events,capitalizing on opportunities to deliver to national and local advertisers the Globes broad readership in the New England region.Nearly one-third of the N
111、ew England Media Groups advertising revenues in 2012 came from national advertisers.Production and DistributionThe Globe and most of the T&G are currently printed at the Globes facility in Boston,Mass.Nearly all of the Globes and T&Gs print subscription circulation was delivered by a third-party ser
112、vice in 2012.FOREST PRODUCTS INVESTMENTS AND OTHER JOINT VENTURESWe have ownership interests primarily in one newsprint company and one mill producing supercalendered paper,a polished paper used in some magazines,catalogs and preprinted inserts,which is a higher-value grade than newsprint(the“Forest
113、 Products Investments”),as well as in Metro Boston.These investments were accounted for under the equity method and reported in“Investments in joint ventures”in our Consolidated Balance Sheets as of December 30,2012.For additional information on our investments,see“Item 7 Managements Discussion and
114、Analysis of Financial Condition and Results of Operations”and Note 7 of the Notes to the Consolidated Financial Statements.THE NEW YORK TIMES COMPANY P.5Forest Products InvestmentsWe have a 49%equity interest in a Canadian newsprint company,Donohue Malbaie Inc.(“Malbaie”).The other 51%is owned by Re
115、solute FP Canada Inc.,a subsidiary of Resolute Forest Products Inc.(“Resolute”),a Delaware corporation.Resolute is a large global manufacturer of paper,market pulp and wood products.Malbaie manufactures newsprint on the paper machine it owns within Resolutes paper mill in Clermont,Quebec.Malbaie is
116、wholly dependent upon Resolute for its pulp,which is purchased by Malbaie from Resolutes paper mill in Clermont,Quebec.In 2012,Malbaie produced approximately 218,000 metric tons of newsprint,of which approximately 14%was sold to us,with the balance sold to Resolute for resale.We have a 40%equity int
117、erest in Madison Paper Industries(“Madison”),a partnership operating a supercalendered paper mill in Madison,Maine.Madison purchases the majority of its wood from local suppliers,mostly under long-term contracts.In 2012,Madison produced approximately 188,000 metric tons,of which approximately 3%was
118、sold to us.Malbaie and Madison are subject to comprehensive environmental protection laws,regulations and orders of provincial,federal,state and local authorities of Canada and the United States(the“Environmental Laws”).The Environmental Laws impose effluent and emission limitations and require Malb
119、aie and Madison to obtain,and operate in compliance with the conditions of,permits and other governmental authorizations(“Governmental Authorizations”).Malbaie and Madison follow policies and operate monitoring programs designed to ensure compliance with applicable Environmental Laws and Governmenta
120、l Authorizations and to minimize exposure to environmental liabilities.Various regulatory authorities periodically review the status of the operations of Malbaie and Madison.Based on the foregoing,we believe that Malbaie and Madison are in substantial compliance with such Environmental Laws and Gove
121、rnmental Authorizations.Other Joint VenturesWe own a 49%interest in Metro Boston,which publishes a free daily newspaper in the greater Boston area.quadrantONE,an online advertising network and private exchange in which we own a 25%interest,announced in February 2013 that it will begin winding down i
122、ts current operations.The Web sites of the New England Media Group had participated in quadrantONEs network and exchange,which sold bundled premium,targeted display advertising onto local newspaper and other Web sites.RAW MATERIALSThe primary raw materials we use are newsprint and supercalendered pa
123、per.We purchase newsprint from a number of North American producers.In 2012,the paper used by The New York Times and New England Media Groups was purchased from unrelated suppliers and related suppliers in which we hold equity interests(see“Forest Products Investments”).A significant portion of news
124、print is purchased from Resolute.In 2012 and 2011,we used the following types and quantities of paper:NewsprintCoated,Supercalenderedand Other Paper(1)(In metric tons)2012201120122011The New York Times Media Group133,000138,00016,20015,300New England Media Group41,00041,0001,5001,600Total174,000179,
125、00017,70016,900(1)The Times and the Globe use coated,supercalendered or other paper for The New York Times Magazine,T:The New York Times Style Magazine and the Globes Sunday Magazine.P.6 THE NEW YORK TIMES COMPANYCOMPETITIONOur media properties and investments compete for advertising and consumers w
126、ith other media in their respective markets,including paid and free newspapers,Web sites,digital platforms and applications,social media,broadcast,satellite and cable television,broadcast and satellite radio,magazines,other forms of media and direct marketing.Competition for advertising is generally
127、 based upon audience levels and demographics,price,service,targeting capabilities and advertising results,while competition for circulation and readership is generally based upon platform,format,content,quality,service,timeliness and price.The Times competes for advertising and circulation primarily
128、 with national newspapers such as The Wall Street Journal and USA Today;newspapers of general circulation in New York City and its suburbs;other daily and weekly newspapers and television stations and networks in markets in which The Times circulates;and some national news and lifestyle magazines.Th
129、e IHTs key competitors include all international sources of English-language news,including The Wall Street Journals European and Asian Editions,the Financial Times,Time,Bloomberg Business Week and The Economist;and news channels CNN,CNNi,Sky News International,CNBC and BBC.The Globe competes primar
130、ily for advertising and circulation with other newspapers and television stations in Boston,its neighboring suburbs and the greater New England region,including,among others,The Boston Herald(daily and Sunday).In addition,as a result of the secular shift from print to digital media,our newspapers in
131、creasingly face competition for audience and advertising from a wide variety of digital alternatives,including news and other information Web sites and digital applications,news aggregation sites,social media sites,digital advertising networks and exchanges,real-time bidding and other programmatic b
132、uying channels,online classified services and other new media formats.NYT,B and BostonG most directly compete for advertising and traffic with other advertising-supported or consumer-paid news and information Web sites and mobile applications,such as WSJ.com,Google News,Yahoo!News,MSNBC and CNN.com,
133、digital advertising networks and exchanges and classified advertising portals.Internationally, competes against international online sources of English language news,such as bbc.co.uk,guardian.co.uk, and .EMPLOYEESWe had approximately 5,363 full-time equivalent employees as of December 30,2012.Emplo
134、yeesThe New York Times Media Group3,102New England Media Group1,849Corporate412Total Company5,363THE NEW YORK TIMES COMPANY P.7Labor RelationsAs of December 30,2012,more than half of the full-time equivalent employees of The Times were represented by nine unions.The following is a list of collective
135、 bargaining agreements covering various categories of employees and their corresponding expiration dates.Employee Category Expiration DateThe Times Paperhandlers March 30,2014 Electricians March 30,2015 Machinists March 30,2015 Mailers March 30,2016New York Newspaper GuildMarch 30,2016 Typographers
136、March 30,2016 Pressmen March 30,2017 Stereotypers March 30,2017 Drivers March 30,2020Approximately half of the full-time equivalent employees of the IHT are located in France,whose terms and conditions of employment are established by a combination of French national labor law,industry-wide collecti
137、ve agreements and Company-specific agreements.More than two-thirds of the full-time equivalent employees of the Globe and B were represented by 10 unions with 12 labor agreements.As indicated below,certain collective bargaining agreements have expired and negotiations for new contracts are ongoing.W
138、e cannot predict the timing or the outcome of these negotiations.Employee Category Expiration DateThe Globe andDriversDecember 31,2012(expired)BPaperhandlersDecember 31,2012(expired)Boston Newspaper GuildDecember 31,2012(expired)EngraversDecember 31,2012(expired)Boston Mailers UnionDecember 31,2012(
139、expired)PressmenDecember 31,2012(expired)Technical services groupDecember 31,2012(expired)ElectriciansDecember 31,2012(expired)TypographersDecember 31,2013Garage mechanicsDecember 31,2013MachinistsDecember 31,2013Warehouse employeesDecember 31,2015As part of various cost-cutting measures in 2009 tha
140、t resulted in amendments to certain collective bargaining agreements,the Globe agreed to a profit-sharing plan based on the performance of the Globe and B in 2011 and 2012.Profit-sharing payments to eligible full-time union employees are based on a formula tied to the operating profit of the Globe a
141、nd B,calculated in accordance with accounting principles generally accepted in the United States of America(“GAAP”).Payments made in 2012 based on the performance of the Globe and B in 2011 reflected the lowest threshold at which payments were required to be made under the collective bargaining agre
142、ements.The Globe does not expect to make payments in 2013 under that provision in the collective bargaining agreements.Approximately one-third of the full-time equivalent employees of the T&G are represented by four unions.Labor agreements with production unions expired or will expire on August 31,2
143、011,October 31,2014 and November 30,2016.The labor agreements with the Providence Newspaper Guild,representing newsroom and circulation employees,expired on June 14,2012.P.8 THE NEW YORK TIMES COMPANYITEM 1A.RISK FACTORSYou should carefully consider the risk factors described below,as well as the ot
144、her information included in this Annual Report on Form 10-K.Our business,financial condition or results of operations could be materially adversely affected by any or all of these risks,or by other risks or uncertainties not presently known or currently deemed immaterial,that may adversely affect us
145、 in the future.Economic weakness and uncertainty globally,in the United States,in the regions in which we operate and in key advertising categories have adversely affected and may continue to adversely affect our advertising revenues.Advertising spending,which drives a significant portion of our rev
146、enues,is sensitive to economic conditions.Global,national and local economic conditions,particularly in the New York City and Boston metropolitan regions,affect the levels of our advertising revenues.Economic factors that have adversely affected advertising revenues include lower consumer and busine
147、ss spending,high unemployment and depressed home sales.Our advertising revenues are particularly adversely affected if advertisers respond to weak and uneven economic conditions by reducing their budgets or shifting spending patterns or priorities,or if they are forced to consolidate or cease operat
148、ions.Continuing weak and uncertain economic conditions and outlook would adversely affect our level of advertising revenues and our business,financial condition and results of operations.We have significant competition for advertising,which may adversely affect our advertising revenues and advertisi
149、ng rates.Our print and digital products face substantial competition for advertising revenues from a variety of sources,such as newspapers and magazines;television,radio and other forms of media;direct marketing;and,increasingly,advertising-supported digital products that provide news and informatio
150、n,including Web sites and digital applications,news aggregators and social media sites.In recent years,the advertising industry has experienced a secular shift toward digital advertising,which is less expensive and can offer more measurable returns than traditional print media.Digital advertising ne
151、tworks and exchanges,real-time bidding and other programmatic buying channels that allow advertisers to buy audience at scale are also playing a more significant role in the advertising marketplace.Competition from all of these media and services,many of which charge lower rates than the Companys pr
152、operties,as well as increased inventory in the digital marketplace,affect our ability to attract and retain advertisers and consumers and to maintain or increase our advertising rates,which would adversely affect advertising revenues.If our efforts to retain and grow our digital subscriber base and
153、build consumer revenue are not successful and if we are unable to maintain our digital audience for advertising sales,our business,financial condition and prospects may be adversely affected.A significant portion of our revenues is from digital subscriptions for content provided on NYT and other dig
154、ital platforms.Our ability to retain and continue to build our digital subscription base and audience for our digital products depends on many factors,including continued market acceptance of our digital pay model,consumer habits,pricing,available alternatives,delivery of high-quality journalism and
155、 content,an adequate and adaptable online infrastructure,terms of delivery platforms and other factors.If we are not able to continue to attract,convert and retain digital subscribers,our revenues may be reduced and we may incur additional expenses for marketing and other digital acquisition and ret
156、ention efforts.In addition,if our user or traffic levels flatten or decline as a result of,among other factors,changes in Internet search results,including results provided by Google,we may be unable to create sufficient advertiser interest in our digital businesses or to maintain or increase the ad
157、vertising rates of the inventory on our digital platforms.Even if we maintain or increase traffic levels,the market position of our brands may not be enough to counteract a significant downward pressure on advertising rates as the number of Web sites with available inventory increases in the digital
158、 marketplace.To remain competitive,we must be able to respond to and exploit changes in technology,services and standards and changes in consumer behavior,and significant capital investments may be required.Technological developments in the media industry continue to evolve rapidly.Advances in techn
159、ology have led to an increasing number of methods for the delivery of news and other content and have driven consumer demand and expectations in unanticipated directions.If we are unable to exploit new and existing technologies to distinguish our products and services from those of our competitors o
160、r adapt to new distribution methods that provide optimal THE NEW YORK TIMES COMPANY P.9user experiences,our business,financial condition and prospects may be adversely affected.Technological developments also pose other challenges that could adversely affect our revenues and competitive position.New
161、 delivery platforms may lead to pricing restrictions,the loss of distribution control and the loss of a direct relationship with consumers.We may also be adversely affected if the use of technology developed to block the display of advertising on Web sites proliferates.Technological developments and
162、 any changes we may make to our business model may require significant capital investments.We may be limited in our ability to invest funds and resources in digital products,services or opportunities,and we may incur costs of research and development in building and maintaining the necessary and con
163、tinually evolving technology infrastructure.It may also be difficult to attract and retain talent for critical positions.Some of our existing competitors and new entrants may have greater operational,financial and other resources or may otherwise be better positioned to compete for opportunities and
164、 as a result,our digital businesses may be less successful.Decreases in print circulation volume adversely affect our circulation and advertising revenues.Advertising and circulation revenues are affected by circulation and readership levels of our newspaper properties.Competition for circulation an
165、d readership is generally based upon format,content,quality,service,timeliness and price.In recent years,our newspaper properties,and the newspaper industry as a whole,have experienced declining print circulation volume.This is primarily due to increased competition from digital media formats and so
166、urces other than traditional newspapers(often free to users),declining discretionary spending by consumers affected by weak economic conditions,high subscription and single-copy rates and a growing preference among some consumers to receive all or a portion of their news from sources other than a ne
167、wspaper.If these or other factors result in a continued decline in circulation volume,the rate and volume of advertising revenues may be adversely affected(as rates reflect circulation and readership,among other factors).These factors could also affect our ability to institute circulation price incr
168、eases for our products at a rate sufficient to offset circulation volume declines.We may also incur increased spending on marketing designed to attract and retain subscribers or drive traffic to our digital products,and we may not be able to recover these costs through circulation and advertising re
169、venues.If we are unable to execute cost-control measures successfully,our total operating costs may be greater than expected,which may adversely affect our profitability.Over the last several years,we have significantly reduced operating costs by reducing staff and employee benefits and implementing
170、 general cost-control measures across the Company,and expect to continue these cost management efforts.If we do not achieve expected savings or our operating costs increase as a result of our strategic initiatives,our total operating costs may be greater than anticipated.In addition,if our cost-cont
171、rol strategy is not managed properly,such efforts may affect the quality of our products and our ability to generate future revenue.Reductions in staff and employee compensation and benefits could also adversely affect our ability to attract and retain key employees.Significant portions of our expen
172、ses are fixed costs that neither increase nor decrease proportionately with revenues.In addition,our ability to make short-term adjustments to manage our costs may be limited by certain of our collective bargaining agreements.If we are not able to implement further cost-control efforts or reduce our
173、 fixed costs sufficiently in response to a decline in our revenues,we may experience a higher percentage decline in our income from continuing operations.The underfunded status of our pension plans may adversely affect our operations,financial condition and liquidity.We sponsor several qualified def
174、ined benefit pension plans.We are required to make contributions to our qualified defined benefit pension plans to comply with minimum funding requirements imposed by laws governing these employee benefit plans.The difference between the obligations and assets of the qualified defined benefit pensio
175、n plans,or the funded status of the qualified defined benefit pension plans,is a significant factor in determining pension expense and the ongoing funding requirements for those plans.Our qualified defined benefit pension plans were underfunded as of December 30,2012,and we will continue to evaluate
176、 whether to make contributions in the future to fund this deficiency.In addition,while we sold the Regional Media Group in January 2012,we retained pension assets and liabilities and postretirement obligations related to employees of that business.Future volatility and disruption in the stock and bo
177、nd markets could cause further declines in the asset values of our qualified defined benefit pension plans.In addition,a decrease in the discount rate used to determine the liabilities for pension obligations will result in increased liabilities.If investment returns on plan assets are below expecta
178、tions P.10 THE NEW YORK TIMES COMPANYor interest rates decrease,our contributions may be higher than currently anticipated.As a result,we may have less cash available for working capital and other corporate uses,which may have an adverse impact on our operations,financial condition and liquidity.Due
179、 to our participation in multiemployer pension plans,we have exposures under those plans that may extend beyond what our obligations would be with respect to our employees.We participate in,and make periodic contributions to,various multiemployer pension plans that cover many of our current and form
180、er union employees.Our required contributions to these plans could increase because of a shrinking contribution base as a result of the insolvency or withdrawal of other companies that currently contribute to these plans,the inability or failure of withdrawing companies to pay their withdrawal liabi
181、lity,low interest rates,lower than expected returns on pension fund assets or other funding deficiencies.We have incurred significant withdrawal liabilities to the multiemployer pension plans in which we participate,such as the liability assessed against us in 2009 in connection with amendments to v
182、arious collective bargaining agreements affecting certain multiemployer pension plans.We may be required to make additional contributions under applicable law with respect to those plans or other multiemployer pension plans from which we may withdraw or partially withdraw.Our withdrawal liability fo
183、r any multiemployer pension plan will depend on the extent of that plans funding of vested benefits.If a multiemployer pension plan in which we participate has significant underfunded liabilities,such underfunding will increase the size of our potential withdrawal liability.A significant number of o
184、ur employees are unionized,and our business and results of operations could be adversely affected if labor negotiations or contracts were to further restrict our ability to maximize the efficiency of our operations.Approximately half of our full-time equivalent work force is unionized.As a result,we
185、 are required to negotiate the wages,salaries,benefits,staffing levels and other terms with many of our employees collectively.Our results could be adversely affected if future labor negotiations or contracts were to further restrict our ability to maximize the efficiency of our operations.If we wer
186、e to experience labor unrest,strikes or other business interruptions in connection with labor negotiations or otherwise,or if we are unable to negotiate labor contracts on reasonable terms,our ability to produce and deliver our most significant products could be impaired.In addition,our ability to m
187、ake short-term adjustments to control compensation and benefits costs,rebalance our portfolio of businesses or otherwise adapt to changing business needs may be limited by the terms and duration of our collective bargaining agreements.A significant increase in the price of newsprint,or limited avail
188、ability of newsprint,would have an adverse effect on our operating results.The cost of raw materials,of which newsprint is the major component,represented approximately 7%of our total operating costs in 2012.The price of newsprint has historically been volatile and may increase as a result of variou
189、s factors,including:a reduction in the number of suppliers as a result of restructurings,bankruptcies and consolidations in the North American newsprint industry;declining newsprint supply as a result of paper mill closures and conversions to other grades of paper;and other factors that adversely im
190、pact supplier profitability,including increases in operating expenses caused by raw material and energy costs,and a rise in the value of the Canadian dollar,which adversely affects Canadian suppliers whose costs are incurred in Canadian dollars but whose newsprint sales are priced in U.S.dollars.In
191、addition,we rely on our suppliers for deliveries of newsprint.The availability of our newsprint supply may be affected by various factors,including strikes and other disruptions that may affect deliveries of newsprint.If newsprint prices increase significantly or we experience significant disruption
192、s in the availability of our newsprint supply in the future,our operating results will be adversely affected.We may buy or sell different properties as a result of our evaluation of our portfolio of businesses.Such acquisitions or divestitures would affect our costs,revenues,profitability and financ
193、ial position.From time to time,we evaluate the various components of our portfolio of businesses and may,as a result,buy or sell different properties.In that regard,we recently announced that we have retained a strategic adviser in connection with a sale of the New England Media Group and our 49%equ
194、ity interest in Metro Boston.Acquisitions or THE NEW YORK TIMES COMPANY P.11divestitures affect our costs,revenues,profitability and financial position.We may also consider the acquisition of specific properties or businesses that fall outside our traditional lines of business if we deem such proper
195、ties sufficiently attractive.Divestitures have inherent risks,including possible delays in closing transactions(including potential difficulties in obtaining regulatory approvals),the risk of lower-than-expected sales proceeds for the divested businesses,unexpected costs associated with the separati
196、on of the business to be sold from our integrated information technology systems and other operating systems,and potential post-closing claims for indemnification.In addition,adverse economic or market conditions may result in fewer potential bidders and unsuccessful sales efforts.Expected cost savi
197、ngs,which are offset by revenue losses from divested businesses,may also be difficult to achieve or maximize due to our fixed cost structure,and we may experience varying success in reducing fixed costs or transferring liabilities previously associated with the divested businesses.Acquisitions also
198、involve risks,including difficulties in integrating acquired operations,diversions of management resources,debt incurred in financing these acquisitions(including the related possible reduction in our credit ratings and increase in our cost of borrowing),differing levels of management and internal c
199、ontrol effectiveness at the acquired entities and other unanticipated problems and liabilities.Competition for certain types of acquisitions,particularly digital properties,is significant.Even if successfully negotiated,closed and integrated,certain acquisitions or investments may prove not to advan
200、ce our business strategy and may fall short of expected return on investment targets.Our debt agreements contain restrictions that limit our flexibility in operating our business.Our debt agreements contain various covenants that limit our ability to engage in specified types of transactions.For exa
201、mple,these covenants,among other things,restrict,subject to certain exceptions,our ability and the ability of our subsidiaries to:incur or guarantee additional debt or issue certain preferred equity;pay dividends on or make distributions to holders of our common stock or make other restricted paymen
202、ts;create or incur liens on certain assets to secure debt;make certain investments,acquisitions or dispositions;consolidate,merge,sell or otherwise dispose of all or substantially all of our assets;or enter into certain transactions with affiliates.These restrictions limit our flexibility in operati
203、ng our business and responding to opportunities.Changes in our credit ratings or macroeconomic conditions may affect our liquidity,increasing borrowing costs and limiting our financing options.Our long-term debt is currently rated below investment grade by Standard&Poors and Moodys Investors Service
204、.If our credit ratings remain below investment grade or are lowered further,borrowing costs for future long-term debt or short-term borrowing facilities may increase and our financing options,including our access to the unsecured borrowing market,would be limited.We may also be subject to additional
205、 restrictive covenants that would reduce our flexibility.In addition,macroeconomic conditions,such as continued or increased volatility or disruption in the credit markets,could adversely affect our ability to refinance existing debt or obtain additional financing to support operations or to fund ne
206、w acquisitions or capital-intensive internal initiatives.Our Class B Common Stock is principally held by descendants of Adolph S.Ochs,through a family trust,and this control could create conflicts of interest or inhibit potential changes of control.We have two classes of stock:Class A Common Stock a
207、nd Class B Common Stock.Holders of Class A Common Stock are entitled to elect 30%of the Board of Directors and to vote,with holders of Class B Common Stock,on the reservation of shares for equity grants,certain material acquisitions and the ratification of the selection of our auditors.Holders of Cl
208、ass B Common Stock are entitled to elect the remainder of the Board and to vote on all other matters.Our Class B Common Stock is principally held by descendants of Adolph S.Ochs,who purchased The Times in 1896.A family trust holds approximately 90%of the Class B Common Stock.As a result,the trust ha
209、s the ability to elect 70%of the Board of Directors and to direct the outcome of any matter that does not require a vote of the Class A Common Stock.Under the terms of the trust agreement,the trustees are directed to retain the Class B Common Stock P.12 THE NEW YORK TIMES COMPANYheld in trust and to
210、 vote such stock against any merger,sale of assets or other transaction pursuant to which control of The Times passes from the trustees,unless they determine that the primary objective of the trust can be achieved better by the implementation of such transaction.Because this concentrated control cou
211、ld 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.We may not be able to protect intellectual property rights upon which
212、our business relies,and if we lose intellectual property protection,our assets may lose value.Our business depends on our intellectual property,including our valuable brands,content,services and internally developed technology.We believe our proprietary trademarks and other intellectual property rig
213、hts are important to our continued success and our competitive position.Unauthorized parties may attempt to copy or otherwise obtain and use our content,services,technology and other intellectual property,and we cannot be certain that the steps we have taken to protect our proprietary rights will pr
214、event any misappropriation or confusion among consumers and merchants,or unauthorized use of these rights.Advancements in technology have exacerbated the risk by making it easier to duplicate and disseminate content.In addition,as our business and the risk of misappropriation of our intellectual pro
215、perty rights have become more global in scope,we may not be able to protect our proprietary rights in a cost-effective manner in a multitude of jurisdictions with varying laws.If we are unable to procure,protect and enforce our intellectual property rights,we may not realize the full value of these
216、assets,and our business may suffer.If we must litigate in the United States or elsewhere to enforce our intellectual property rights or determine the validity and scope of the proprietary rights of others,such litigation may be costly and divert the attention of our management.Security breaches and
217、other disruptions or misuse of our network and information systems could affect our ability to conduct our business effectively.Network and information systems and other technologies,including those related to our network management,are important to our business activities.Despite our security measu
218、res and those of our third-party service providers,our systems may be vulnerable to interruption or damage from computer hackings,computer viruses,worms or other destructive or disruptive software,process breakdowns,denial of service attacks,malicious social engineering or other malicious activities
219、,or any combination of the foregoing.Our computer systems have been,and will likely continue to be,subject to attack.For example,during 2012,The Timess computer network was the target of a cyber-attack that we believe was sponsored by a foreign government,designed to interfere with our journalism an
220、d undermine our reporting.The systems housing confidential customer and employee data were not breached in this attack.While we have implemented controls and taken other preventative actions to further strengthen our systems against future attacks,we can give no assurance that these controls and pre
221、ventative actions will be effective against future attacks.Any breach of our data security could result in a disruption of our services or improper disclosure of personal data or confidential information,which could harm our reputation,require us to expend resources to remedy such a security breach
222、or defend against further attacks or subject us to liability under laws that protect personal data,resulting in increased operating costs or loss of revenue.Legislative and regulatory developments may result in increased costs and lower revenues from our digital businesses.Our digital businesses are
223、 subject to government regulation in the jurisdictions in which we operate,and our Web sites,which are available worldwide,may be subject to laws regulating the Internet even in jurisdictions where we do not do business.We may incur increased costs necessary to comply with existing and newly adopted
224、 laws and regulations or penalties for any failure to comply.Revenues from our digital businesses could be adversely affected,directly or indirectly,in particular by existing or future laws and regulations relating to online privacy and the collection and use of consumer data in digital media.Our in
225、ternational operations expose us to risks inherent in foreign operations.As we expand the international scope of our operations,we face the increased risk of doing business abroad,including complying with unfamiliar laws and regulations,effectively managing and staffing foreign operations,successful
226、ly navigating local customs and practices,responding to government policies that restrict the digital flow of information,adapting to currency exchange rate fluctuations and complying with restrictions on repatriation of THE NEW YORK TIMES COMPANY P.13funds.Adverse developments in any of these areas
227、 could have an adverse impact on our business,financial condition and results of operations.ITEM 1B.UNRESOLVED STAFF COMMENTSNone.ITEM 2.PROPERTIESOur principal executive offices are located in our New York headquarters building in the Times Square area.The building was completed in 2007 and consist
228、s of approximately 1.54 million gross square feet,of which approximately 828,000 gross square feet of space have been allocated to us.We owned a leasehold condominium interest representing approximately 58%of the New York headquarters building until March 2009,when we entered into an agreement to se
229、ll and simultaneously lease back a portion of our leasehold condominium interest(the“Condo Interest”).The sale-leaseback transaction encompassed 21 floors,or approximately 750,000 rentable square feet,currently occupied by us.The sale price for the Condo Interest was$225 million.We have an option ex
230、ercisable in 2019 to repurchase the Condo Interest for$250 million.The lease term is 15 years,and we have three renewal options that could extend the term for an additional 20 years.We continue to own a leasehold condominium interest in seven floors in our New York headquarters building,totaling app
231、roximately 216,000 rentable square feet that were not included in the sale-leaseback transaction,of which six floors are leased to a third party.In addition,we built a printing and distribution facility with 570,000 gross square feet located in College Point,N.Y.,on a 31-acre site for which we have
232、a ground lease.We have an option to purchase the property at any time before the lease ends in 2019.We own a facility in Boston,Mass.,of 703,000 gross square feet that includes printing operations and offices.We also currently own other properties with an aggregate of approximately 194,000 gross squ
233、are feet and lease other properties with an aggregate of approximately 281,000 rentable square feet in various locations.ITEM 3.LEGAL PROCEEDINGSThere are various legal actions that have arisen in the ordinary course of business and are now pending against us.Such actions are usually for amounts gre
234、atly in excess of the payments,if any,that may be required to be made.It is the opinion of management after reviewing such actions with our legal counsel that the ultimate liability that might result from such actions will not have a material adverse effect on our consolidated financial statements.I
235、TEM 4.MINE SAFETY DISCLOSURESNot applicable.P.14 THE NEW YORK TIMES COMPANYEXECUTIVE OFFICERS OF THE REGISTRANTNameAgeEmployed ByRegistrant SinceRecent Position(s)Held as of February 28,2013Arthur Sulzberger,Jr.611978Chairman(since 1997)and Publisher of The Times(since 1992);Chief Executive Officer(
236、December 2011 to November 2012)Mark Thompson552012President and Chief Executive Officer(since November 2012);Director-General,the British Broadcasting Corporation(“BBC”)(2004 to September 2012);Chief Executive,Channel 4 Television Corporation(2002 to 2004);and various positions of increasing respons
237、ibility at the BBC(1979 to 2001)Michael Golden631984Vice Chairman(since 1997);President and Chief Operating Officer,Regional Media Group(2009 to January 2012);Publisher of the IHT(2003 to 2008);Senior Vice President(1997 to 2004)James M.Follo532007Senior Vice President and Chief Financial Officer(si
238、nce 2007);Chief Financial and Administrative Officer,Martha StewartLiving Omnimedia,Inc.(2001 to 2006)R.Anthony Benten491989Senior Vice President,Finance(since 2008)and CorporateController(since 2007);Vice President(2003 to 2008);Treasurer(2001 to 2007)Christopher M.Mayer501984Publisher of the Globe
239、 and President of the New EnglandMedia Group(since 2010);Senior Vice President,Circulationand Operations,of the Globe(2008 to 2009);ChiefInformation Officer and Senior Vice President of the Globe(2005 to 2008);Vice President,Circulation Sales,of the Globe(2002 to 2005)Kenneth A.Richieri611983Senior
240、Vice President(since 2007)and General Counsel(since 2006);Secretary(2008 to 2011);Vice President(2002 to 2007);Deputy General Counsel(2001 to 2005);Vice President and General Counsel,New York Times Digital(1999 to 2003)THE NEW YORK TIMES COMPANY P.15PART II ITEM 5.MARKET FOR THE REGISTRANTS COMMON E
241、QUITY,RELATED STOCKHOLDERMATTERS AND ISSUER PURCHASES OF EQUITY SECURITIESMARKET INFORMATIONThe Class A Common Stock is listed on the New York Stock Exchange.The Class B Common Stock is unlisted and is not actively traded.The number of security holders of record as of February 22,2013,was as follows
242、:Class A Common Stock:7,333;Class B Common Stock:28.No dividends have been declared or paid on our Class A or Class B Common Stock since the fourth quarter of 2008.The decision to pay a dividend in future periods and the appropriate level of dividends will be considered by our Board of Directors in
243、light of our earnings,capital requirements,financial condition and other factors considered relevant.In addition,our Board of Directors will consider restrictions in any existing indebtedness,such as the terms of our 6.625%senior unsecured notes due 2016,which restrict our ability to pay dividends.S
244、ee also“Item 7 Managements Discussion and Analysis of Financial Condition and Results of Operations Executive Overview Our Strategy”and“Third-Party Financing.”The following table sets forth,for the periods indicated,the high and low closing sales prices for the Class A Common Stock as reported on th
245、e New York Stock Exchange.20122011QuartersHighLowHighLowFirst Quarter$8.08$6.50$10.90$8.86Second Quarter7.045.989.677.19Third Quarter9.806.669.215.76Fourth Quarter10.887.867.975.65ISSUER PURCHASES OF EQUITY SECURITIES(1)PeriodTotal number ofshares of Class ACommon Stockpurchased(a)Averageprice paidp
246、er share ofClass ACommon Stock(b)Total number ofshares of Class ACommon Stockpurchasedas part ofpubliclyannounced plansor programs(c)Maximum number(orapproximatedollar value)of shares ofClass ACommonStock that mayyet bepurchasedunder the plansor programs(d)September 24,2012-October 28,2012$91,386,00
247、0October 29,2012-November 25,2012$91,386,000November 26,2012-December 30,2012$91,386,000Total for the fourth quarter of 2012$91,386,000(1)On April 13,2004,our Board of Directors authorized repurchases in an amount up to$400 million.During the fourth quarter of 2012,we did not purchase any shares of
248、Class A Common Stock pursuant to our publicly announced share repurchase program.As of February 22,2013,we had authorization from our Board of Directors to repurchase an amount of up to approximately$91 million of our Class A Common Stock.Our Board of Directors has authorized us to purchase shares f
249、rom time to time as market conditions permit.There is no expiration date with respect to this authorization.P.16 THE NEW YORK TIMES COMPANYEQUITY COMPENSATION PLAN INFORMATIONThe following table presents information regarding our existing equity compensation plans as of December 30,2012.Plan categor
250、yNumber of securities tobe issued uponexercise of outstandingoptions,warrantsand rights(a)Weighted averageexercise price ofoutstanding options,warrants and rights(b)Number of securities remainingavailable for future issuanceunder equity compensationplans(excluding securitiesreflected in column(a)(c)
251、Equity compensation plans approvedby security holdersStock options and stock-basedawards14,593,000(1)$245,300,000(2)Employee Stock Purchase Plan6,410,000(3)Total14,593,00011,710,000Equity compensation plans notapproved by security holdersNoneNoneNone(1)Includes shares of Class A Common Stock to be i
252、ssued upon exercise of outstanding stock options granted under the Companys 1991 Executive Stock Incentive Plan(the“1991 Incentive Plan”)and the Companys 2010 Incentive Compensation Plan(the“2010 Incentive Plan”),as well as its Non-Employee Directors Stock Option Plan or Non-Employee Directors Stock
253、 Incentive Plan(together,the“Directors Plans”).Includes shares of Class A Common Stock to be issued upon conversion of stock-settled restricted stock units under the 2010 Incentive Plan.(2)Includes shares of Class A Common Stock available for future stock options to be granted under the 2010 Incenti
254、ve Plan and the Directors Plans.As of December 30,2012,the 2010 Incentive Plan had 5,060,000 shares remaining for issuance upon the grant,exercise or other settlement of share-based awards.The Directors Plans provide for the issuance of up to 500,000 shares of Class A Common Stock in the form of sto
255、ck options or restricted stock units.The amount reported for stock options includes the aggregate number of securities remaining(approximately 240,000 as of December 30,2012)for future issuances under those plans.Stock options granted under the 1991 Incentive Plan,2010 Incentive Plan and the Directo
256、rs Plans must provide for an exercise price of 100%of the fair market value on the date of grant and,except in the case of the 2010 Incentive Plan(which does not specify a maximum term),a maximum term of 10 years.(3)Includes shares of Class A Common Stock available for future issuance under the Comp
257、anys Employee Stock Purchase Plan(“ESPP”).We have not had an offering under the ESPP since 2010.THE NEW YORK TIMES COMPANY P.17PERFORMANCE PRESENTATIONThe following graph shows the annual cumulative total stockholder return for the five fiscal years ending December 30,2012,on an assumed investment o
258、f$100 on December 30,2007,in the Company,the Standard&Poors S&P MidCap 400 Stock Index and an index of peer group media companies.The peer group returns are weighted by market capitalization at the beginning of each year.The peer group is comprised of the Company and the following media companies:Ga
259、nnett Co.,Inc.,Media General,Inc.,The McClatchy Company and The Washington Post Company.Stockholder return is measured by dividing(a)the sum of(i)the cumulative amount of dividends declared for the measurement period,assuming reinvestment of dividends,and(ii)the difference between the issuers share
260、price at the end and the beginning of the measurement period,by(b)the share price at the beginning of the measurement period.As a result,stockholder return includes both dividends and stock appreciation.Stock Performance Comparison Between the S&P 400 Midcap Index,The New York Times CompanysClass A
261、Common Stock and Peer Group Common Stock$61$89$109$126$43$74$60$47$50$33$53$51$44$52$11102040608010012014012/30/0712/28/0812/27/0912/26/1012/25/1112/30/12NYTPeer GroupS&P 400 Midcap IndexP.18 THE NEW YORK TIMES COMPANYITEM 6.SELECTED FINANCIAL DATAThe Selected Financial Data should be read in conjun
262、ction with“Item 7 Managements Discussion and Analysis of Financial Condition and Results of Operations”and the Consolidated Financial Statements and the related Notes in Item 8.The results of operations for the About and Regional Media Groups have been presented as discontinued operations and certai
263、n assets and liabilities are classified as held for sale for all periods presented(see Note 15 of the Notes to the Consolidated Financial Statements).The results of operations for WQXR-FM have been presented as discontinued operations for all periods presented before its sale in 2009.The pages follo
264、wing the table show certain items included in Selected Financial Data.All per share amounts on those pages are on a diluted basis.Fiscal year 2012 comprises 53 weeks and all other fiscal years presented in the table below comprise 52 weeks.As of and for the Years Ended(In thousands)December 30,2012D
265、ecember 25,2011December 26,2010December 27,2009December 28,2008(53 Weeks)(52 Weeks)(52 Weeks)(52 Weeks)(52 Weeks)Statement of Operations DataRevenues$1,990,080$1,952,630$1,980,727$2,022,455$2,440,204Operating costs1,830,3911,791,0251,813,0031,964,4172,376,552Pension settlement expense48,729Other exp
266、enses2,6204,50034,633Impairment of assets9,22516,1484,179197,879Pension withdrawal expense4,2286,26878,931Net pension curtailment gain53,965Operating profit/(loss)108,340143,652145,308(5,740)(134,227)Gain on sale of investments220,27571,1719,128Impairment of investments5,500Income from joint venture
267、s3,0042819,03520,66717,062Premium on debt redemptions46,3819,250Interest expense,net62,81585,24385,06281,70147,790Income/(loss)from continuing operations before income taxes263,30483,22788,409(76,024)(164,955)Income/(loss)from continuing operations,net of income taxes159,82251,29555,092(46,944)(124,
268、207)(Loss)/income from discontinuedoperations,net of income taxes(26,483)(91,519)53,62666,84566,869Net income/(loss)attributable to TheNew York Times Company commonstockholders$133,173$(39,669)$107,704$19,891$(57,839)Balance Sheet DataCash and cash equivalents and short-term investments$955,309$279,
269、997$399,642$36,520$56,784Property,plant and equipment,net860,385937,140997,3261,083,3991,163,740Total assets2,806,3352,883,4503,285,7413,088,5573,401,680Total debt and capital lease obligations697,078773,120996,384769,1171,059,321Total New York Times Companystockholders equity632,500506,360659,92760
270、4,042503,963THE NEW YORK TIMES COMPANY P.19 As of and for the Years Ended(In thousands,except ratios,per shareand employee data)December 30,2012December 25,2011December 26,2010December 27,2009December 28,2008(53 Weeks)(52 Weeks)(52 Weeks)(52 Weeks)(52 Weeks)Per Share of Common StockBasic earnings/(l
271、oss)per share attributable to The New York Times Company common stockholders:Income/(loss)from continuing operations$1.08$0.35$0.37$(0.33)$(0.87)(Loss)/income from discontinued operations,net of income taxes(0.18)(0.62)0.370.470.47Net income/(loss)$0.90$(0.27)$0.74$0.14$(0.40)Diluted earnings/(loss)
272、per share attributable to The New York Times Company common stockholders:Income/(loss)from continuing operations$1.04$0.34$0.35$(0.33)$(0.87)(Loss)/income from discontinued operations,net of income taxes(0.17)(0.60)0.350.470.47Net income/(loss)$0.87$(0.26)$0.70$0.14$(0.40)Dividends per share$0.750St
273、ockholders equity per share$4.14$3.33$4.32$4.19$3.51Average basic shares outstanding148,147147,190145,636144,188143,777Average diluted shares outstanding152,693152,007152,600144,188143,777Key RatiosOperating profit/(loss)to revenues5%7%7%0%(6)%Return on average common stockholdersequity23%(7)%17%4%(
274、8)%Return on average total assets5%(1)%3%1%(2)%Total debt and capital lease obligations to totalcapitalization52%60%60%56%68%Current assets to current liabilities3.102.463.122.461.35Ratio of earnings to fixed charges(1)4.961.951.84Full-Time Equivalent Employees5,3637,2737,4147,6659,346(1)In 2009 and
275、 2008,earnings were inadequate to cover fixed charges by approximately$95 million and$149 million,respectively,due to certain charges in each year.P.20 THE NEW YORK TIMES COMPANYThe items below are included in the Selected Financial Data.2012(53-week fiscal year)The items below had a net favorable e
276、ffect on our results from continuing operations of$88.0 million,or$.57 per share:a$220.3 million pre-tax gain($134.7 million after tax,or$.87 per share)on the sales of our ownership interest in I and our remaining units in Fenway Sports Group.a$48.7 million pre-tax charge($28.3 million after tax,or$
277、.18 per share)for the settlement of pension obligations in connection with lump-sum payments made under an immediate pension benefit offer to certain former employees.an$18.1 million pre-tax charge($10.0 million after tax,or$.07 per share)for severance costs.a$6.7 million pre-tax charge($3.7 million
278、 after tax,or$.02 per share)for accelerated depreciation expense for certain assets at the T&Gs facility in Millbury,Mass.,associated with the consolidation of most of its printing into the Globes facility in Boston,Mass.a$5.5 million pre-tax,non-cash charge($3.2 million after tax,or$.02 per share)f
279、or the impairment of certain investments,primarily related to our investment in Ongo Inc.,a consumer service for reading and sharing digital news and information from multiple publishers.a$2.6 million pre-tax charge($1.5 million after tax,or$.01 per share)in connection with a legal settlement.2011 T
280、he items below had a net unfavorable effect on our results from continuing operations of$4.9 million,or$.03 per share:a$71.2 million pre-tax gain($41.4 million after tax,or$.27 per share)from the sales of 390 of our units in Fenway Sports Group and a portion of our interest in I.a$46.4 million pre-t
281、ax charge($27.6 million after tax,or$.18 per share)in connection with the prepayment of all$250.0 million aggregate principal amount of our 14.053%senior unsecured notes.a$12.9 million pre-tax charge($7.6 million after tax,or$.04 per share)for severance costs.a$9.2 million pre-tax charge($5.8 millio
282、n after tax,or$.04 per share)for the impairment of assets related to certain assets held for sale,primarily of Baseline,Inc.(“Baseline”),an online subscription database and research service for information on the film and television industries and a provider of premium film and television data to We
283、b sites.a$4.5 million pre-tax charge($2.6 million after tax,or$.02 per share)for a retirement and consulting agreement in connection with the retirement of our former chief executive officer.a$4.2 million estimated pre-tax charge($2.7 million after tax,or$.02 per share)for a pension withdrawal oblig
284、ation under a multiemployer pension plan at the Globe.2010 The items below had a net unfavorable effect on our results from continuing operations of$16.4 million,or$.12 per share:a$16.1 million pre-tax charge($10.1 million after tax,or$.07 per share)for the impairment of assets at the Globes printin
285、g facility in Billerica,Mass.a$12.7 million pre-tax gain from the sale of an asset at one of the paper mills in which we have an investment.Our share of the pre-tax gain,after eliminating the noncontrolling interest portion,was$10.2 million($6.4 million after tax,or$.04 per share).an$11.4 million ch
286、arge($.07 per share)for the reduction in future tax benefits for retiree health benefits resulting from the federal health-care legislation enacted in 2010.a$9.1 million pre-tax gain($5.3 million after tax,or$.03 per share)from the sale of 50 of our units in Fenway THE NEW YORK TIMES COMPANY P.21Spo
287、rts Group.a$6.3 million pre-tax charge($3.9 million after tax,or$.03 per share)for an adjustment to estimated pension withdrawal obligations under several multiemployer pension plans at the Globe.a$4.5 million pre-tax charge($2.7 million after tax,or$.02 per share)for severance costs.2009 The items
288、below had a net unfavorable effect on our results from continuing operations of$76.6 million,or$.53 per share:a$78.9 million pre-tax charge($49.5 million after tax,or$.34 per share)for a pension withdrawal obligation under certain multiemployer pension plans primarily at the Globe.a$54.0 million pre
289、-tax net pension curtailment gain($30.7 million after tax,or$.21 per share)resulting from freezing of benefits under various Company-sponsored qualified and non-qualified pension plans.a$50.0 million pre-tax charge($29.9 million after tax,or$.22 per share)for severance costs.a$34.6 million pre-tax c
290、harge($20.0 million after tax,or$.13 per share)for a loss on leases($31.1 million)and a fee($3.5 million)for the early termination of a third-party printing contract.The lease charge included a$22.8 million charge for a loss on leases associated with the closure of City&Suburban,our retail and newss
291、tand distribution subsidiary,and$8.3 million for office space at The New York Times Media Group.a$9.3 million pre-tax charge($5.3 million after tax,or$.04 per share)for a premium on the redemption of$250.0 million principal amount of our 4.5%notes,which was completed in April 2009.a$4.2 million pre-
292、tax charge($2.6 million after tax,or$.01 per share)for the impairment of assets due to the reduced scope of a systems project.2008 The items below had a net unfavorable effect on our results from continuing operations of$176.5 million,or$1.23 per share:a$160.4 million pre-tax,non-cash charge($109.3
293、million after tax,or$.76 per share)for the impairment of property,plant and equipment,intangible assets and goodwill at the New England Media Group.a$74.7 million pre-tax charge($42.6 million after tax,or$.31 per share)for severance costs.a$19.2 million pre-tax,non-cash charge($10.7 million after ta
294、x,or$.07 per share)for the impairment of an intangible asset at the IHT.an$18.3 million pre-tax,non-cash charge($10.4 million after tax,or$.07 per share)for the impairment of assets for a systems project.a$5.6 million pre-tax,non-cash charge($3.5 million after tax,or$.02 per share)for the impairment
295、 of our 49%ownership interest in Metro Boston.P.22 THE NEW YORK TIMES COMPANYITEM 7.MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ANDRESULTS OF OPERATIONSThe following discussion and analysis provides information that management believes is relevant to an assessment and understanding of
296、 our consolidated financial condition as of December 30,2012,and results of operations for the three years ended December 30,2012.This item should be read in conjunction with our Consolidated Financial Statements and the related Notes included in this Annual Report.EXECUTIVE OVERVIEWWe are a leading
297、 global,multimedia news and information company that currently includes newspapers,digital businesses,investments in paper mills and other investments.We had previously classified our businesses into two reportable segments,the News Media Group and the About Group.As a result of the sale of the Abou
298、t Group and effective for the quarter ended September 23,2012,we have one reportable segment.We currently have two divisions:The New York Times Media Group,which includes The Times,the IHT,NYT and related businesses;and the New England Media Group,which includes the Globe,BostonG,B,the T&G,T and rel
299、ated businesses.In February 2013,we announced that we have retained a strategic adviser in connection with a sale of the New England Media Group and our 49%equity interest in Metro Boston,which publishes a free daily newspaper in the greater Boston area.Our revenues were$2.0 billion in 2012.We gener
300、ate revenues principally from advertising and circulation.Other revenues primarily consist of revenues from news services/syndication,commercial printing and distribution,rental income,digital archives and direct mail advertising services.Our main operating costs are employee-related costs and raw m
301、aterials,primarily newsprint.Joint VenturesOur investments accounted for under the equity method are primarily as follows:a 49%interest in a Canadian newsprint company,Malbaie;a 40%interest in a partnership,Madison,operating a supercalendered paper mill in Maine;and a 49%interest in Metro Boston.Dis
302、continued OperationsResults of operations for each of the About Group and the Regional Media Group,which previously was a division of the News Media Group,have been treated as discontinued operations in all periods presented in this report.For further information regarding these discontinued operati
303、ons,see Note 15 of the Notes to the Consolidated Financial Statements.About GroupOn September 24,2012,we completed the sale of the About Group,consisting of A,ConsumerS,CalorieC and related businesses,to IAC/InterActiveCorp for$300.0 million in cash,plus a net working capital adjustment of approxima
304、tely$17 million.The sale resulted in a pre-tax gain of$96.7 million($61.9 million after tax).The net after-tax proceeds from the sale were approximately$291 million.Regional Media GroupOn January 6,2012,we completed the sale of the Regional Media Group,consisting of 16 regional newspapers,other prin
305、t publications and related businesses in Alabama,California,Florida,Louisiana,North Carolina and South Carolina,to Halifax Media Holdings LLC for approximately$140 million in cash.The sale resulted in an after-tax gain of$23.6 million in 2012.The net after-tax proceeds from the sale,including a tax
306、benefit,were approximately$150 million.THE NEW YORK TIMES COMPANY P.23Business EnvironmentWe believe that a number of factors and industry trends have had,and will continue to have,an adverse effect on our business and prospects.These include the following:Economic conditionsThe business environment
307、 in 2012 remained challenging due in large part to uneven economic conditions and uncertainty about the economic outlook.Advertising spending,which drives a significant portion of our revenues,is sensitive to economic conditions.The level of advertising sales in any period may be affected by adverti
308、sers decisions to increase or decrease their advertising expenditures in response to anticipated consumer demand and general economic conditions.Weak global,national and local economic conditions affect the levels of our advertising revenues.Changes in spending patterns and priorities,including shif
309、ts in marketing strategies and budget cuts of key advertisers,in response to weak and uneven economic conditions,have depressed and may continue to depress our advertising revenues.Secular shift to digital media choicesThe competition for advertising revenues in various markets has intensified as a
310、result of the continued development of digital media technologies and platforms.We have expanded and will continue to expand our digital offerings;however,the largest portion of our revenues are currently from traditional print products where advertising revenues are declining.We believe that the sh
311、ift from traditional media forms to a growing number of digital media choices and changing consumer behavior have contributed to,and are likely to continue to contribute to,a decline in print advertising.Furthermore,the digital advertising marketplace has become increasingly complex and fragmented,p
312、articularly as digital advertising networks and exchanges,real-time bidding and other programmatic buying channels that allow advertisers to buy audience at scale play a more significant role.Competition from a wide variety of digital media and services and a significant increase in inventory in the
313、 digital marketplace have affected,and we expect will continue to affect,our ability to attract and retain advertisers and to maintain or increase our advertising rates.In addition,search technology has continued to improve the organization of and access to a broad range of Web sites and online info
314、rmation,reshaping consumer behavior and expectations for consuming news and information.As economic conditions and the advertising environment remain challenged,media companies have increasingly re-evaluated their business models that have been largely dependent on advertising,with increasing number
315、s shifting their focus toward various forms of digital subscription models.CirculationCirculation is a significant source of revenue for us and an increasingly important driver as the overall composition of our revenues has shifted,and we expect will continue to shift,in response to the transformati
316、ons in our industry.Circulation revenues are affected by circulation and readership levels.In recent years,our newspaper properties,and the newspaper industry as a whole,have experienced declining print circulation volume.This is due to,among other factors,increased competition from digital platform
317、s and sources other than traditional newspapers(often free to users),declining discretionary spending by consumers affected by weak economic conditions,higher subscription and single-copy rates and a growing preference among some consumers for receiving their news from a variety of sources.Our paid
318、digital subscription model,launched in 2011,has created a meaningful new revenue stream.Our ability to retain and continue to build on our digital subscription base and audience for our digital products depends on continued market acceptance of our digital subscription model,consumer habits,pricing,
319、available alternatives,delivery of high-quality journalism and content,an adequate and adaptable online infrastructure,terms of delivery platforms and other factors.CostsA significant portion of our costs are fixed,and therefore we are limited in our ability to reduce these costs in the short term.O
320、ur most significant costs are employee-related costs and raw materials,which together accounted for approximately 50%of our total operating costs in 2012.Changes in employee-related costs and the price and availability of newsprint can materially affect our operating results.For a discussion of thes
321、e and other factors that could affect our business,results of operations and financial condition,see“Forward-Looking Statements”and“Item 1A Risk Factors.”P.24 THE NEW YORK TIMES COMPANYOur StrategyOur results in 2012 reflect our ability to manage the business during a period of transformation for ou
322、r industry and amidst uncertain and uneven economic conditions.We anticipate that the challenges we currently face will continue,and we believe that the following elements are key to our efforts to address them.Focusing on our core business by strengthening and extending our brands and digital offer
323、ingsBecause of our high-quality journalism,we believe we have very powerful and trusted brands that attract educated,affluent and influential audiences.As we continue to face uncertain economic conditions and a challenging advertising environment,we are focused on building on the strength of our bra
324、nds,particularly The New York Times brand,and extending our digital presence into new products,markets and endeavors.The growth in our digital subscriber base in 2012,more than a year into the implementation of our paid digital subscription model,underscores the willingness of our readers and users
325、to pay for the high-quality journalism our news properties provide across multiple platforms.The Timess paid digital subscription model has created a meaningful new revenue stream that has helped to partially offset the softness in our advertising and print circulation businesses.As home-delivery su
326、bscribers receive all digital access for free,we have also seen benefits to The Timess home-delivery circulation since the launch of digital subscriptions,with a slight growth in Sunday home-delivery circulation volume in 2012.Due in part to our digital subscription initiatives,2012 marked the first
327、 time in the Companys history that annual circulation revenues surpassed revenues from advertising.As our news and content are being featured on an increasingly broad range of platforms and devices,we will continue to examine our circulation pricing and pay model in coordination with our overall mul
328、tiplatform strategy while we focus on building our digital subscriber base by increasing engagement and subscription opportunities.We also continue to look for opportunities to grow our brands and digital businesses.We plan to further leverage The New York Times brand to create new products and serv
329、ices.Key areas in which we expect to focus include expanding our portfolio of paid digital products,growing our international footprint to exploit the strong global recognition of The New York Times brand,developing more strategic video capabilities,building on our mobile initiatives and expanding o
330、ur conference and events business.As part of this plan,we recently announced that the IHT will be rebranded the International New York Times later in 2013.As we continue to look for ways to optimize and monetize our products and services,we remain committed to creating quality content and a quality
331、user experience,regardless of the distribution model of news and information.In addition,the sale of certain assets,such as the About and Regional Media Groups,has enabled us to focus on further developing and growing our core business,as well as investing in our transition to a more digitally-focus
332、ed multimedia news and information company.Our priority will be to better position our organization for innovation and growth and to maintain a robust news-gathering operation capable of continuing the high-quality news and information that sets our Company apart.Managing our expensesOver the past f
333、ew years as we have transformed our Company to respond to the evolving media landscape and rebalanced our portfolio of businesses,we have focused on realigning our cost base to ensure that we are operating our businesses as efficiently as possible,while maintaining our commitment to investing in high-quality content and achieving our long-term strategy.For the first time in several years,our opera
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