New York Times (NYT) 2021年年度報告「NYSE」.pdf

1、 The New York Times Company 2021 Annual ReportWirecutter,which launched a subscription option in 2021,also turned 10 and celebrated its five-year anniversary as part of The New York Times Company.181m125mAverage monthly global unique visitors to 1bSpelling Bee“Genius”reached 37 million times 79 mill

2、ion crosswords solved10 million Mini Crossword usersAs of December 2021,we had subscribers in 236 countries and territoriesCovid tracker viewssince launchOver 181 million users listened to a New York Times podcast in 20211+million digital international news subscriptions1+million Games subscriptions

3、1+million Cooking subscriptionsWe aim to be the essential subscription for every English-speaking person seeking to understand and engage with the world.“We will hold fast to the values of great journalism fairness,accuracy,independence and find new ways to show readers why those values matter.We wi

4、ll empower the diversity of voices and experiences in our ranks to cover the world with nuance and empathy.We will work together take risks,make mistakes,learn from them,and try again.Well continue to transform our culture in the same way weve transformed our journalism and our business,in a way tha

5、t makes the company and its mission even stronger.”A.G.Sulzberger,PublisherCooking was visited 22 million times the week before and the week of Thanksgiving620 Eighth Avenue New York,NY 10018 Tel 212.556.1234To Our Shareholders,If 2021 was less historic than 2020,it wasnt any less busy for our newsr

6、oom.Consider all that the world experienced.A second year of a once-in-a-lifetime pandemic.The accelerating effects of climate change.An uncertain economy.Deepening societal divisions and instability around the globe.The New York Times covered all of these momentous stories and more,helping millions

7、 of people understand an increasingly unpredictable world.And the breadth and depth of our journalism helped them live in it.As with last year,you can see the value of Times journalism reflected in our strong business results.It was our second-best year ever for subscriptions,with 1.3 million net ne

8、w subscriptions.We finished the year with approximately 7.6 million paid subscribers and approximately 8.8 million total paid subscriptions across our digital and print products.These numbers were powered by the strong subscription performance of each of our digital products News,Cooking,Games,Audm

9、and Wirecutter,which launched a subscription option in the third quarter.Indeed,we achieved several key milestones in 2021,building on our record-breaking numbers from the year before.Both our Cooking and Games products crossed the one million subscription mark.We tallied more than one million subsc

10、riptions outside of the United States,showing that the acute need for quality,independent journalism knows no geographic boundaries.In early 2022,we acquired The Athletic,which provides passionate sports fans extensive coverage of their favorite teams,leagues and players.With this acquisition,we sur

11、passed 10 million total subscriptions well ahead of our goal of reaching that number by 2025.Thanks to this impressive subscription growth and a strong advertising performance,we achieved$2 billion in annual revenue.We also recorded our strongest operating profit and adjusted operating profit in man

12、y years.We intend to build on this success,not just reaching more people but serving them in more ways.Long before the internet,The New York Times newspaper combined news,cultural criticism and lifestyle guidance with weather forecasts,recipes,TV listings and stock tables.In the 21st century,were co

13、nfident that The Times can serve a similar role as an anchor for our readers amid a sea of information and choice.By providing essential reporting on the worlds most important stories,trusted guidance for lifes challenges,ways for readers to engage with their passions and diversions that bring them

14、joy,we will aim to become a daily,indispensable destination for even more subscribers.So at the highest level,The New York Times aspires to be the essential subscription for every English-speaking person seeking to understand and engage with the world.As a milestone toward that goal were now aiming

15、for 15 million total subscribers by the end of 2027,roughly doubling the number of total subscribers The Times had at the end of last year.Of course,our people and culture underpin this work.Weve made major investments in the last few years in bringing in and developing talent in every part of the c

16、ompany and supporting them with an intentional culture where people of all backgrounds can thrive.These efforts include the progress weve made on our plan,announced last year,to make the company more diverse,equitable and inclusive.2021 annual reportThe way forward is not without challenges.But the

17、strengths of this institution are many.The clarity of our mission and the many ways we fulfill it.The commitment to our values,including independence,integrity and excellence.The creativity,courage and talent of the people who come to work here.We are eager to begin work on the next leg of our journ

18、ey.Thank you for helping us make our work and mission possible.Meredith Kopit LevienPresident and C.E.O.A.G.SulzbergerChairman and Publisher2021annual reportMarch 11,2022UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWASHINGTON,D.C.20549FORM 10-K Annual Report pursuant to Section 13 or 15(d)of the

19、Securities Exchange Act of 1934For the fiscal year ended December 26,2021 Transition Report pursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934For the transition period from _ to _Commission file number 1-5837THE NEW YORK TIMES COMPANY(Exact name of registrant as specified in its c

20、harter)New York13-1102020(State or other jurisdiction ofincorporation or organization)(I.R.S.EmployerIdentification No.)620 Eighth Avenue,New York,New York 10018(Address and zip code of principal executive offices)Registrants telephone number,including area code:(212)556-1234 Securities registered p

21、ursuant to Section 12(b)of the Act:Title of each classTrading Symbol(s)Name of each exchange on which registeredClass A Common Stock of$.10 par valueNYTNew York Stock ExchangeSecurities registered pursuant to Section 12(g)of the Act:Not ApplicableIndicate by check mark if the registrant is a well-kn

22、own seasoned issuer,as defined in Rule 405 of the Securities Act.Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d)of the Exchange Act.Yes No Indicate by check mark whether the registrant(1)has filed all reports required to be file

23、d by Section 13 or 15(d)of the Securities Exchange Act of 1934 during the preceding 12 months(or for such shorter period that the registrant was required to file such reports),and(2)has been subject to such filing requirements for the past 90 days.Yes No Indicate by check mark whether the registrant

24、 has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months(or for such shorter period that the registrant was required to submit such files).Yes No Indicate by check mark whether the registrant is a large a

25、ccelerated filer,an accelerated filer,a non-accelerated filer,a smaller reporting company or an emerging growth company.See the definitions of“large accelerated filer,”“accelerated filer,”“smaller reporting company”and“emerging growth company”in Rule 12b-2 of the Exchange Act.(Check one):Large Accel

26、erated Filer Accelerated filerNon-accelerated filer Smaller reporting companyEmerging growth company If an emerging growth company,indicate by the check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards p

27、rovided pursuant to section 13(a)of the Exchange Act.Indicate by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness of its internal control over financial reporting under Section 404(b)of the Sarbanes-Oxley Act(15 U.S.C.7262(b)b

28、y the registered public accounting firm that prepared or issued its audit report.Indicate by check mark whether the registrant is a shell company(as defined in Rule 12b-2 of the Exchange Act).Yes No The aggregate worldwide market value of Class A Common Stock held by non-affiliates,based on the clos

29、ing price on June 25,2021,the last business day of the registrants most recently completed second quarter,as reported on the New York Stock Exchange,was approximately$7.3 billion.As of such date,non-affiliates held 34,341 shares of Class B Common Stock.There is no active market for such stock.The nu

30、mber of outstanding shares of each class of the registrants common stock as of February 17,2022(exclusive of treasury shares)was as follows:166,751,793 shares of Class A Common Stock and 781,724 shares of Class B Common Stock.Documents incorporated by referencePortions of the Proxy Statement relatin

31、g to the registrants 2022 Annual Meeting of Stockholders,to be held on April 27,2022,are incorporated by reference into Part III of this report.INDEX TO THE NEW YORK TIMES COMPANY 2021 ANNUAL REPORT ON FORM 10-K ITEM NO.PARTIForward-Looking Statements11Business1Overview1Products2Subscribers,Subscrip

32、tions and Audience3Advertising4Competition4Other Businesses5Print Production and Distribution5Raw Materials5Human Capital6Available Information81ARisk Factors91BUnresolved Staff Comments242Properties243Legal Proceedings244Mine Safety Disclosures24Executive Officers of the Registrant25PARTII5Market f

33、or the Registrants Common Equity,Related StockholderMatters and Issuer Purchases of Equity Securities266Reserved 277Managements Discussion and Analysis ofFinancial Condition and Results of Operations287AQuantitative and Qualitative Disclosures About Market Risk548Financial Statements and Supplementa

34、ry Data559Changes in and Disagreements with Accountants onAccounting and Financial Disclosure1119AControls and Procedures1119BOther Information1119CDisclosures Regarding Foreign Jurisdictions that Prevent Inspections111PARTIII10Directors,Executive Officers and Corporate Governance11211Executive Comp

35、ensation11212Security Ownership of Certain Beneficial Owners andManagement and Related Stockholder Matters11313Certain Relationships and Related Transactions,and Director Independence11314Principal Accountant Fees and Services113PARTIV15Exhibits and Financial Statement Schedules11416Form 10-K Summar

36、y117Signatures118PARTIFORWARD-LOOKINGSTATEMENTSThis Annual Report on Form 10-K,including the sections titled“Item 1 Business,”“Item 1A Risk Factors”and“Item 7 Managements Discussion and Analysis of Financial Condition and Results of Operations,”contains forward-looking statements within the meaning

37、of Section 27A of the Securities Act of 1933,as amended,and Section 21E of the Securities Exchange Act of 1934,as amended.Terms such as“aim,”“anticipate,”“believe,”“confidence,”“contemplate,”“continue,”“conviction,”“could,”“drive,”“estimate,”“expect,”“forecast,”“future,”“goal,”“guidance,”“intend,”“l

38、ikely,”“may,”“might,”“objective,”“opportunity,”“optimistic,”“outlook,”“plan,”“position,”“potential,”“predict,”“project,”“seek,”“should,”“strategy,”“target,”“will,”“would”or similar statements or variations of such words and other similar expressions are intended to identify forward-looking statement

39、s,although not all forward-looking statements contain such terms.Forward-looking statements are based upon our current expectations,estimates and assumptions and involve risks and uncertainties that change over time;actual results could differ materially from those predicted by such forward-looking

40、statements.Factors that we think could,individually or in the aggregate,cause our actual results to differ materially from expected and historical results include those described in“Item 1A Risk Factors”below,as well as other risks and factors identified from time to time in our Securities and Excha

41、nge Commission(“SEC”)filings.You are cautioned not to place undue reliance on any such forward-looking statements,which speak only as of the date they are made.We undertake no obligation to publicly update or revise any forward-looking statement,whether as a result of new information,future events o

42、r otherwise.ITEM1.BUSINESSOVERVIEWThe New York Times Company(the“Company”)was incorporated on August 26,1896,under the laws of the State of New York.The Company and its consolidated subsidiaries are referred to collectively in this Annual Report on Form 10-K as“we,”“our”and“us.”We are a global media

43、 organization focused on creating,collecting and distributing high-quality news and information that helps our audience understand and engage with the world.We believe that The Timess original,independent and high-quality reporting,storytelling and journalistic excellence across topics and formats s

44、et us apart from other news organizations and is at the heart of what makes our journalism worth paying for.The quality of our coverage has been widely recognized with many industry and peer accolades,including 132 Pulitzer Prizes and citations,more than any other news organization.The Company inclu

45、des our digital and print products and related businesses,including:our core news product,The New York Times(“The Times”),which is available on our mobile applications,on our website(NYT)and as a printed newspaper,and associated content such as our podcasts;our other interest-specific products,inclu

46、ding Games,Cooking and Audm(our read-aloud audio service),which are available on mobile applications and websites;Wirecutter,our online review and recommendation product;and,following our acquisition of The Athletic Media Company on February 1,2022(as further described below),The Athletic;andour rel

47、ated businesses,such as our licensing operations;our commercial printing operations;our live events business;and other products and services under The Times brand.On February 1,2022,we completed the acquisition of The Athletic Media Company(“The Athletic”),a global digital subscription-based sports

48、media business that provides national and local coverage of more than 200 clubs and teams in the United States and around the world.We generate revenues principally from the sale of subscriptions and advertising.Subscription revenues consist of revenues from subscriptions to our digital and print pr

49、oducts(which include our news product,as well as our Games,Cooking,Audm and Wirecutter products)and single-copy and bulk sales of our print products.Advertising revenue is derived from the sale of our advertising products and services.Revenue information for the Company appears under“Item 7 Manageme

50、nts Discussion and Analysis of Financial Condition and Results of Operations.”THE NEW YORK TIMES COMPANY P.1We believe that the significant growth in subscriptions to our products demonstrates the success of our“subscription-first”strategy and the willingness of our readers to pay for high-quality j

51、ournalism.As of December 26,2021,approximately 7.6 million subscribers had purchased approximately 8.8 million paid subscriptions across our products,more than at any point in our history.Our non-news products Games and Cooking each crossed one million subscriptions just before the end of 2021.In ea

52、rly 2019,we established a goal of reaching 10 million subscriptions by 2025,a target we have now surpassed with the acquisition of The Athletic in 2022.In February 2022,we announced a new target:at least 15 million total subscribers by year-end 2027.During 2021,we continued to make significant inves

53、tments in our journalism and our digital product experience as well as in the back-end technology and underlying capabilities that allow users to seamlessly move among various devices and products.The Times continued to break stories,produce investigative reports and help our audience understand a w

54、ide range of topics,including the coronavirus(Covid-19)pandemic and its many reverberations,the intersection of race and culture in America,and the varied effects of climate change.In addition,we continue to innovate advertising offerings that integrate well with the user experience,including soluti

55、ons that use proprietary first-party data rather than third-party data to generate predictive insights and help inform our clients advertising strategies while leveraging our audiences in privacy-forward ways,as well as our audio advertising offerings.We also expanded subscriptions to our non-news p

56、roducts by launching a subscription option to our Wirecutter product during the third quarter of 2021.In January 2022,we acquired Wordle,a popular digital word game,to join our Games portfolio.The global Covid-19 pandemic,efforts to contain it and the resulting economic disruptions have impacted and

57、 may further impact our business in various ways.See“Item 1A Risk Factors”and“Item 7 Managements Discussion and Analysis of Financial Condition and Results of Operations”for more information.PRODUCTSThe Companys principal business consists of distributing content through our digital and print platfo

58、rms.In addition,we distribute selected content on third-party platforms.Since 2011,we have charged consumers for content provided on our core news website(NYT)and mobile applications.Digital subscriptions can be purchased by individual consumers or as part of group education or group corporate subsc

59、riptions.Our core news access model generally offers users who have registered free access to a limited number of articles before requiring users to subscribe for access to additional content.We have made the choice at times to suspend limits on registered users free access to particularly important

60、 coverage.In addition to subscriptions to our digital news product,we offer an All Digital Access subscription package that includes bundled access to our news website and mobile application,Games,Cooking and Wirecutter products.We also offer standalone subscriptions to our Games,Cooking,Audm and Wi

61、recutter products,and effective February 1,2022,The Athletic.Our access model for our Games,Cooking and Wirecutter products generally offers users who have registered free access to limited pieces of content before requiring users to subscribe for access to additional content.Our products also inclu

62、de podcasts,which are distributed both on our digital platforms and on third-party platforms.We generate advertising and licensing revenue from this content.The Timess print edition newspaper,published seven days a week in the United States,commenced publication in 1851.The Times also has an interna

63、tional edition that is tailored for global audiences.First published in 2013,the international edition succeeded the International Herald Tribune,a leading daily newspaper that commenced publishing in Paris in 1887.Our print newspapers are sold in the United States and around the world through indiv

64、idual home-delivery subscriptions,bulk subscriptions(primarily by schools and hotels)and single-copy sales.Print home-delivery subscribers are entitled to receive free access to our digital news,Games,Cooking and Wirecutter products.P.2 THE NEW YORK TIMES COMPANYSUBSCRIBERS,SUBSCRIPTIONS AND AUDIENC

65、EOur content reaches a broad audience through both digital and print platforms.As of December 26,2021,approximately 7.6 million subscribers had purchased approximately 8,789,000 paid subscriptions across 236 countries and territories to our digital and print products.As of December 31,2021,The Athle

66、tic,which we acquired on February 1,2022,had approximately 1.2 million subscribers.Paid digital-only subscriptions totaled approximately 8,005,000 as of December 26,2021,an increase of approximately 19%compared with December 27,2020.This amount includes standalone paid subscriptions to our Games,Coo

67、king,Audm and Wirecutter products.International digital-only news subscriptions represented approximately 18%of our digital-only news subscriptions as of December 26,2021.The number of paid digital-only subscriptions also includes estimated group education and group corporate subscriptions(which col

68、lectively represent approximately 5%of total paid digital subscriptions to our news products).The numbers of paid group subscriptions and subscribers are derived using the value of the relevant contract and a discounted subscription rate.The actual number of users who have access to our products thr

69、ough group sales is substantially higher.According to comScore Media Metrix,an online audience measurement service,in 2021,NYT had a monthly average of approximately 90 million unique visitors in the United States on either desktop/laptop computers or mobile devices.Globally,including the United Sta

70、tes,NYT had a monthly average of approximately 125 million unique visitors on either desktop/laptop computers or mobile devices,according to internal data estimates.In the United States,The Times had the largest daily and Sunday print circulation of all seven-day newspapers for the six-month period

71、ended September 30,2021,according to data collected by the Alliance for Audited Media(“AAM”),an independent agency that audits circulation of most U.S.newspapers and magazines.For the fiscal year ended December 26,2021,The Timess average print circulation(which includes paid and qualified circulatio

72、n of the newspaper in print)was approximately 343,000 for weekday(Monday to Friday)and 820,000 for Sunday.(Under AAMs reporting guidance,qualified circulation represents copies available for individual consumers that are either non-paid or paid by someone other than the individual,such as copies del

73、ivered to schools and colleges and copies purchased by businesses for free distribution.)Average circulation for the international edition of our newspaper(which includes paid circulation of the newspaper in print and electronic replica editions)for the fiscal years ended December 26,2021,and Decemb

74、er 27,2020,was approximately 91,100(estimated)and 104,800,respectively.These figures follow the guidance of Office de Justification de la Diffusion,an agency based in Paris and a member of the International Federation of Audit Bureaux of Circulations that audits the circulation of most newspapers an

75、d magazines in France.For 2020,this guidance excludes data from March through June 2020 in the calculation of the annual average.The final 2021 figure will not be available until April 2022.THE NEW YORK TIMES COMPANY P.3ADVERTISING We have a comprehensive portfolio of advertising products and servic

76、es.Advertising revenue is principally from advertisers(such as technology,luxury goods and financial companies)promoting products,services or brands on digital platforms in the form of display ads,audio and video,and in print,in the form of column-inch ads.The majority of our advertising revenue is

77、derived from offerings sold directly to marketers by our advertising sales teams.A smaller proportion of our total advertising revenues is generated through programmatic auctions run by third-party advertising exchanges.Digital advertising includes our core digital advertising business and other dig

78、ital advertising.Our core digital advertising includes direct-sold website,mobile application,podcast,email and video advertisements.Our digital advertising offerings include solutions that use proprietary first-party data rather than third-party data to generate predictive insights and help inform

79、our clients advertising strategies while leveraging our audiences in privacy-forward ways.Other digital advertising includes advertising revenues generated by open-market programmatic advertising,creative services associated with branded content,advertisements appearing on our Wirecutter product and

80、 classified advertising.In 2021,digital advertising represented approximately 62%of our advertising revenues.At the time of its acquisition,The Athletic had a limited advertising business,consisting primarily of podcast advertising.We expect to develop a broader set of advertising products and servi

81、ces for the site over time.Print advertising for The Times includes revenue from column-inch ads and classified advertising,including line-ads as well as preprinted advertising,also known as freestanding inserts.Column-inch ads are priced according to established rates,with premiums for color and po

82、sitioning,and classified advertising is paid for on a per-line basis.The Times newspaper had the largest market share in 2021 in print advertising among a national newspaper set that consists of USA Today,The Wall Street Journal and The Times,according to MediaRadar,an independent agency that measur

83、es advertising sales volume.In 2021,print advertising represented approximately 38%of our advertising revenues.Our business is affected in part by seasonal patterns in advertising,with generally higher advertising volume in the fourth quarter due to holiday advertising.COMPETITIONWe face a market un

84、dergoing profound transformation and significant competition in all aspects of our business.We compete for audience,subscribers,and advertising against a wide variety of digital and print media companies,including digital and traditional print content providers,news aggregators,search engines,social

85、 media platforms and streaming services,any of which might attract audiences and/or advertisers to their platforms and away from ours.Our news product most directly competes for audience,subscriptions and advertising with other U.S.and global news and information digital and print products,including

86、 The Washington Post,The Wall Street Journal,CNN,BBC News,Vox,The Guardian and Financial Times.Our digital news product also competes with customized news feeds,news aggregators and social media products of companies such as Apple,Alphabet,Meta Platforms and Twitter.Our other digital products compet

87、e with comparable content providers,as well as other digital media of general interest.In addition,we compete for advertising on digital advertising networks and exchanges with real-time bidding and other programmatic buying channels.Competition for subscription revenue and audience is generally bas

88、ed upon content breadth,depth,originality,quality and timeliness;product experience;format;price and access model;visibility on search engines and social media platforms and in mobile application stores;and service,while competition for advertising is generally based upon audience levels and demogra

89、phics,advertising rates,service,targeting capabilities,advertising results and breadth of advertising offerings.We believe that The Timess original,independent and high-quality reporting,storytelling and journalistic excellence across topics and formats set us apart from others and is at the heart o

90、f what makes our journalism worth paying for,and we believe our journalism attracts valuable audiences providing a safe and trusted platform for advertisers brands.P.4 THE NEW YORK TIMES COMPANYOTHER BUSINESSESWe also derive revenue from other businesses,which primarily include:The Companys licensin

91、g of our intellectual property.Our licensing division transmits articles,graphics and photographs from The Times and other publications to over 1,500 clients,including newspapers,magazines and websites in over 95 countries and territories worldwide.The licensing division also handles digital archive

92、 distribution,which licenses electronic databases to resellers in the business,professional and library markets;magazine licensing;news digests;book development;and rights and permissions.In addition,the Company licenses select content to third-party digital platforms for access by their users.Final

93、ly,the Company licenses content for use in,and collaborates with third parties in the development and production of,television and films;In addition to advertising and subscription revenue,our Wirecutter product generates affiliate referral revenue(revenue generated by offering direct links to merch

94、ants in exchange for a portion of the sale price upon completion of a transaction);The Companys commercial printing operations,which utilize excess capacity at our facility in College Point,N.Y.,to print and distribute products for third parties;andThe Companys live events business,which hosts physi

95、cal and virtual live events to connect audiences with our journalists and outside thought leaders,and is monetized through sponsorship and advertising.PRINT PRODUCTION AND DISTRIBUTIONThe Times is currently printed at our production and distribution facility in College Point,N.Y.,as well as under co

96、ntract at 24 remote print sites across the United States.We also utilize excess capacity at our College Point facility for commercial printing and distribution for third parties.The Times is delivered in the New York metropolitan area through a combination of our own drivers and agreements with othe

97、r newspapers and third-party delivery agents.In other markets in the United States and Canada,The Times is delivered through agreements with other newspapers and third-party delivery agents.The international edition of The Times is printed under contract at 28 sites throughout the world and is sold

98、in over 85 countries and territories.It is distributed through agreements with other newspapers and third-party delivery agents.RAW MATERIALSThe primary raw materials we use are newsprint and coated paper,which we purchase from a number of North American and European producers.A significant portion

99、of our newsprint is purchased from Resolute FP US Inc.,a subsidiary of Resolute Forest Products Inc.,a large global manufacturer of paper,market pulp and wood products.In 2021 and 2020,we used the following types and quantities of paper:(In metric tons)20212020Newsprint(1)63,600 71,600 Coated and Su

100、percalendered Paper(2)9,800 10,200(1)Newsprint usage includes paper used for commercial printing.(2)The Times uses a mix of coated and supercalendered paper for The New York Times Magazine,and coated paper for T:The New YorkTimes Style Magazine.THE NEW YORK TIMES COMPANY P.5HUMAN CAPITALThe talented

101、 employees who make up our inclusive workplace are vital to the continued success of our mission and business and central to our long-term strategy.In order to attract,develop and maximize the contributions of world-class talent,we are working to create a rewarding employee experience in a variety o

102、f ways,including building a more diverse,equitable and inclusive workplace;developing and promoting talent;providing equitable and competitive compensation and benefits(total rewards);and supporting employees health,safety and well-being.Building a more diverse,equitable and inclusive workplaceEach

103、year since 2017,we have prepared an in-depth report on diversity and inclusion at The Times to promote accountability over time.Steps to advance our diversity,equity and inclusion goals include:Investing in dedicated resources.In 2021,we continued to build out a dedicated team to lead and support ou

104、r diversity,equity and inclusion initiatives.Adopting policies,processes and guidelines to promote an equitable and respectful organizational culture.This includes a rigorous and transparent process for investigating workplace complaints and concerns,as well as ongoing efforts to codify and promote

105、behavioral expectations for employees working at The Times on how to approach their work,and engage with,manage and lead each other.Focusing on pay equity.Every two years,including in 2021,we conduct a pay-equity study,an in-depth review of our compensation practices conducted with an outside expert

106、 to identify,assess and rectify any inconsistencies in pay.We analyze average differences across race and gender of people performing similar work,taking into account factors that explain legitimate differences in pay,such as tenure and performance,and also perform a thorough analysis of individual

107、pay.Investing in diversifying the employee pipeline.We are creating and expanding programs like The New York Times Fellowship Program(a one-year work program for up-and-coming journalists),hosting an annual Student Journalism Institute for journalists of color,and supporting many outside organizatio

108、ns dedicated to increasing diversity in journalism,technology and media.Evolving opportunities for identity-based connection.We currently have 13 active employee resource groups providing opportunities for employees with a shared identity to support each other and serving as a forum through which to

109、 develop leadership and management skills.Developing and promoting talentWe recognize the importance of creating opportunities for employees to evolve and succeed,at every level.Identifying and putting in place effective executive leadership is critically important to our success.Our Board of Direct

110、ors works with senior management to ensure that strategic plans are in place for both short-and long-term executive succession.The Board conducts an annual detailed review of the Companys leadership pipeline and succession plans for key senior leadership roles.We also value ongoing development and c

111、ontinuous learning,and strive to support and provide enriching opportunities to our employees.We have made significant investments to bolster role-based and professional development learning and skill building to further meet the needs of our workforce.Providing equitable and competitive total rewar

112、dsTalent including our employees and those we seek to hire is in high demand,particularly journalists and people working in digital product development disciplines.We offer comprehensive total rewards,which are designed to meet the needs of our current and future employees;support the Companys strat

113、egic goals,mission and values;drive a high-performance culture;and offer competitive and equitable pay.In line with our business goals,our total rewards philosophy links compensation to achieving sustained high performance.Along with the compensation and benefits we provide,our reputation,workplace

114、culture,and focus on equity and inclusion are all factors that help us attract and retain highly skilled people of diverse backgrounds.P.6 THE NEW YORK TIMES COMPANYSupporting employees health,safety and well-beingOur employees well-being is vital to our success,and their physical and mental health,

115、safety and work-life balance are a top priority.We have invested in programs that help support their day-to-day wellness needs and goals including,but not limited to:access to licensed professional counselors,health coaching and advocacy services,fitness resources,child and elder care help,and more.

116、As a result of the Covid-19 pandemic,the vast majority of our employees continue to work remotely.During 2021,we continued and broadened some of the benefits we introduced in the early stages of the pandemic that were designed to support employees during an extended period of working from home,inclu

117、ding dependent care relief,office-supply reimbursement,ergonomic resources,and mental health and wellness support.We also continue to evolve our remote and distributed work policies and practices.These include protocols to protect the health and safety of our employees,including those who do not wor

118、k remotely,such as those who are working in our offices,our journalists in the field and employees working in our College Point,N.Y.,printing and distribution facility.We also continue to adapt to ever-changing workplace and workforce dynamics,and plan to transition to a hybrid work model with emplo

119、yees working both from our offices and remotely.We are focused on building capabilities to support a variety of work styles where individuals,teams,and our business can be successful.Workforce DemographicsWe had approximately 5,000 full-time equivalent employees as of December 26,2021,which includes

120、 more than 2,000 involved in our journalism operation.Approximately 38%of our full-time equivalent employees were represented by unions as of December 26,2021.In addition,some of our technology employees are seeking to form a union.The following is a list of collective bargaining agreements covering

121、 various categories of the Companys employees and their corresponding expiration dates.As indicated below,one collective bargaining agreement,under which approximately 26%of our full-time equivalent employees are covered,has expired and negotiations for a new contract are ongoing.Additionally,as ind

122、icated below,one collective bargaining agreement,under which less than 1%of our full-time equivalent employees are covered,will expire within one year and we expect negotiations for a new contract to begin in the near future.We cannot predict the timing or the outcome of these negotiations.Employee

123、CategoryExpiration DateNewsGuild of New York(The New York Times)March 30,2021MachinistsMarch 30,2022MailersMarch 30,2023Voice ActorsOctober 31,2023NewsGuild of New York(Wirecutter)February 28,2024DriversMarch 30,2025TypographersMarch 30,2025PaperhandlersMarch 30,2026PressmenMarch 30,2026Stereotypers

124、March 30,2026THE NEW YORK TIMES COMPANY P.7AVAILABLE INFORMATIONWe maintain a corporate website at http:/,and we encourage investors and other interested persons to use it as a way of easily finding information about us.Our Annual Report on Form 10-K,Quarterly Reports on Form 10-Q,Current Reports on

125、 Form 8-K,and all amendments to those reports,and the Proxy Statement for our Annual Meeting of Stockholders are made available,free of charge,on this website as soon as reasonably practicable after such reports have been filed with or furnished to the SEC.In addition,we may periodically make announ

126、cements or disclose important information for investors on this website,including press releases or news regarding our financial performance and other items that may be material or of interest to our investors.Therefore,we encourage investors,the media,and others interested in our Company to review

127、the information we post on this website.We have included our website addresses throughout this report as inactive textual references only.The information contained on the websites referenced herein is not incorporated into this filing.P.8 THE NEW YORK TIMES COMPANYITEM1A.RISKFACTORSThis section high

128、lights specific risks that could affect us and our businesses.You should carefully consider each of the following risks,as well as the other information included in this Annual Report on Form 10-K.Our business,financial condition,results of operations and/or the price of our publicly traded securiti

129、es could be materially adversely affected by any or all of these risks,or by other risks or uncertainties not presently known or currently deemed immaterial,that may adversely affect us in the future.Risks Related to Our Business and IndustryWe face a market undergoing profound transformation and si

130、gnificant competition in all aspects of our business.Our industry is transforming as consumer demand transitions from traditional media such as print newspapers to digital,resulting in rapid changes in consumer behavior,advertiser behavior,talent behavior and competitive boundaries.The future struct

131、ure of our industry remains unpredictable,leading to significant opportunity and uncertainty for our business and our competitors.We operate in a highly competitive environment.We compete for audience share and subscribers,as well as subscription revenue,advertising revenue,and other revenues such a

132、s licensing and affiliate referral revenues.Our competitors include content providers and distributors,as well as news aggregators,search engines and social media platforms.Competition among these companies is robust,and new competitors can quickly emerge.Our ability to compete effectively depends o

133、n many factors both within and beyond our control,including among others:our ability to continue delivering a breadth of high-quality journalism and content that is interesting and relevant to our audience;our reputation and brand strength relative to those of our competitors;the popularity,usefulne

134、ss,ease of use,performance,reliability and value of our digital products,compared with those of our competitors;the sustained engagement of our audience directly with our products;our ability to reach new users in the United States and abroad;our ability to develop,maintain and monetize our products

135、;the pricing of our products and our content access model;our marketing and selling efforts,including our ability to differentiate our products and services from those of our competitors;our visibility on search engines and social media platforms and in mobile app stores,compared with that of our co

136、mpetitors;our ability to attract,retain,and motivate talented employees,including journalists and people working in digital product development disciplines,among others,who are in high demand;our ability to provide advertisers with a compelling return on their investments;and our ability to manage a

137、nd grow our business in a cost-effective manner.Some of our current and potential competitors have greater resources than we do,which may allow them to compete more effectively than us.In addition,several of the companies that have competing digital news destinations,subscriptions and other products

138、,such as Apple and Alphabet,also control some of the primary environments in which we develop relationships with new users and market and sell subscriptions to our products,and therefore can affect our ability to compete effectively.Some of these companies encourage their large audiences to consume

139、our content within their products,impacting our ability to attract,engage and monetize users directly.THE NEW YORK TIMES COMPANY P.9Our ability to grow the size and profitability of our subscriber base depends on many factors,both within and beyond our control,and a failure to do so could adversely

140、affect our results of operations and business.Revenue from subscriptions to our digital and print products makes up a majority of our total revenue.Our future growth and profitability depend upon our ability to retain,grow and effectively monetize our audience and digital subscriber base in the Unit

141、ed States and abroad.We have invested and will continue to invest significant resources in our efforts to do so,but there is no assurance that we will be able to successfully grow our subscriber base in line with our expectations,or that we will be able to do so without taking steps such as adjustin

142、g our pricing or incurring subscription acquisition costs that could adversely affect our subscription revenues,margin and/or profitability.Our ability to attract and grow our digital subscriber base depends on the size of our audience and its sustained engagement directly with our products,includin

143、g the breadth,depth and frequency of use.The size and engagement of our audience is dependent on many factors both within and beyond our control,including significant news events,user sentiment about the quality of our content and products in comparison to our competitors,the free access we provide

144、to our content,and our ability to successfully manage changes implemented by search engines that affect the visibility of our content,among other factors.If users become less engaged with our products,they may be less likely to subscribe.We have set a goal to reach 15 million subscribers by the end

145、of 2027(from approximately 7.6 million as of year-end 2021)based on our historical performance,as well as internal and external research on the market of adults globally who are paying or are willing to pay for English-language news,sports information,puzzles,recipes,expert shopping advice and/or po

146、dcasting.The actual size and speed of development of this market,as well as our ability to penetrate this market to grow our subscriber base,are uncertain.Consumers willingness to subscribe to our products may depend on a variety of factors,including subscriber engagement,our subscription and pricin

147、g model,our ability to adapt to varied and changing consumer expectations,general economic conditions and their potential impact on consumer discretionary spending,and our marketing expenditures and effectiveness,as well as other factors within and outside our control.We may also face additional cha

148、llenges in expanding our subscriber base to new audiences within and outside of the United States,which is part of our strategy,and the growth of our business could be harmed if our expansion efforts do not succeed.For example,although we have a significant number of users outside of the United Stat

149、es,we could be at a disadvantage compared with local and multinational competitors who may devote more resources to local or regional coverage than we do.Additionally,with our acquisition of The Athletic,we will need to appeal to a new and different subscriber base that currently has modest overlap

150、with the subscriber base of our other products.Our continued expansion will depend on our ability to adapt,on a cost-effective basis,our content,products,pricing and marketing for global audiences.This will include adapting to differences in content preferences;product-feature preferences;culture;la

151、nguage;and market dynamics such as user behavior,spending capability and payment processing systems.As we grow larger and increase our subscriber base,we expect it will become increasingly difficult to maintain our rate of growth.We must also manage the rate at which subscribers cancel their subscri

152、ptions to our products what we refer to as our“churn.”Subscription cancellations are caused by many and varied reasons,including subscribers perception that they do not engage with our content sufficiently,the end of promotional pricing or in response to increases or other adjustments we may impleme

153、nt from time to time in our subscription pricing,changes in local credit card regulations and broader consumer protection regulations,and the expiration of subscribers credit cards;they may also be facilitated by the rollout of certain new account management features like the ability to cancel a sub

154、scription online.As we adjust our access model to encourage users who may spend less time with our products to subscribe,new subscriber cohorts may not retain at the same rate as prior cohorts of subscribers.The future growth of our business and profitability also depend on our ability to successful

155、ly monetize our subscriber relationships and maintain attractive unit economics.We are investing in efforts to encourage subscribers to use and pay for multiple products,primarily through our multi-product package(“bundle”),but there can be no assurance that such efforts will be successful.We have a

156、lso implemented and may continue to implement changes in our pricing model,such as price increases,that could have an adverse impact on our ability to attract,engage and retain subscribers.Print subscriptions continue to decline as the media industry has transitioned from being primarily print-focus

157、ed to digital and we do not expect this trend to reverse.As print subscriptions fall,we may be unable to slow the resulting print revenue declines with revenue from home-delivery price increases.In addition,if we are unable to P.10 THE NEW YORK TIMES COMPANYoffset and ultimately replace continued pr

158、int subscription revenue declines with other sources of revenue,such as digital subscriptions,our operating results will be adversely affected.Our ability to manage and grow the size and profitability of our subscriber base is dependent on metrics that are subject to inherent challenges in measureme

159、nt.We rely on certain metrics,such as subscriptions,subscribers,average revenue per subscriber and registered users,which we use to evaluate growth trends,measure our performance and make strategic decisions.These metrics are calculated using internal company data as well as information we receive f

160、rom our business affiliates,and are subject to inherent challenges in measurement.For example,there may be individuals who have multiple Times subscriptions or registrations,which we treat as multiple subscribers or registrations,as well as single subscriptions and registrations that are used by mor

161、e than one person.Accordingly,the calculations of our subscribers and registered users may not reflect the actual number of people using our products.The accuracy of our metrics also depends on accurate reporting by third parties such as Apple and Alphabet,as some of our subscribers purchase their s

162、ubscriptions through these intermediaries.Inaccuracies in these metrics may affect our understanding of certain details of our business,which could result in incorrect business decisions and/or affect our longer-term strategies.In addition,as our tools for measuring these metrics evolve,the methodol

163、ogies for tracking may change over time,which could result in unexpected changes to our metrics.Real or perceived material inaccuracies in these metrics could harm our reputation,subject us to legal or regulatory actions and/or adversely affect our operating and financial results.Our success depends

164、 on our ability to improve and scale our technical and data infrastructure and respond and adapt to changes in technology and consumer behavior.Our ability to attract and retain our users is dependent upon the reliable performance and increasing capabilities of our products and our underlying techni

165、cal and data infrastructure.As we invest in our array of products and our digital business grows in size,scope and complexity,we must continue to invest in maintaining,integrating,improving and scaling our technical infrastructure.Our failure to do so effectively,or any significant disruption in our

166、 service,could damage our reputation,result in a potential loss or ineffective monetization of users,and adversely affect our financial results.The continuing rapid evolution of technology in the media industry and changes in the preferences and expectations of consumers also pose a number of challe

167、nges that could adversely affect our revenues and competitive position.For example,among others:we may be unable to maintain or update our technology infrastructure quickly enough and in a way that meets market and consumer demands;we may fail to successfully manage changes implemented by social med

168、ia platforms,search engines,news aggregators,mobile app stores and device manufacturers,including those that encourage user engagement with our content in their environments rather than directing users to our products,and those affecting how our content and applications are discovered,prioritized,di

169、splayed and monetized;the consumption of our content on delivery platforms of third parties may lead to limitations on monetization of our products,the loss of control over distribution of our content and of a direct relationship with our audience,and lower engagement and subscription rates;consumer

170、s may increasingly use technology that decreases our ability to enforce limits on the free access we provide to our content and/or obtain useful information with respect to the behavior of users who engage with our products;and we may fail to successfully adapt our digital products to meet changing

171、consumer preferences and expectations regarding privacy and security.We continue to invest significant resources to mitigate these potential risks and to build,maintain and evolve our products,data and technology infrastructure.These investments may adversely impact our operating results in the near

172、 term and there can be no assurance as to our ability to use new and existing technologies to distinguish our products and services from those of our competitors,develop in a timely manner compelling new products and services that engage users,or sufficiently improve and scale our technical infrastr

173、ucture and prevent disruptions in our service.If we are not successful in adapting our technical and data infrastructure and responding to changes in technology and consumer behavior,our business,financial condition and prospects may be adversely affected.THE NEW YORK TIMES COMPANY P.11Our advertisi

174、ng revenues are affected by numerous factors,including economic conditions,market dynamics,evolving digital advertising trends and the evolution of our strategy.We derive substantial revenues from the sale of advertising in our products.Advertising spending is sensitive to overall economic condition

175、s,and our advertising revenues could be adversely affected if advertisers respond to weak or uneven economic conditions by reducing their budgets or shifting spending patterns or priorities,or if they are forced to consolidate or cease operations.Worldwide economic conditions in the aftermath of the

176、 Covid-19 pandemic,including supply chain disruptions and inflationary pressures,may materially adversely affect our advertising revenues.As the digital advertising market continues to evolve,our ability to compete successfully for advertising budgets will depend on,among other things,our ability to

177、 engage and grow digital audiences,collect and leverage data,and demonstrate the value of our advertising and the effectiveness of our products to advertisers.In determining whether to buy advertising with us,our advertisers consider the demand for our products,demographics of our audience,advertisi

178、ng rates,results observed by advertisers,breadth and perceived effectiveness of advertising offerings and alternative advertising options.Large digital platforms,such as Meta Platforms,Alphabet and Amazon,which have greater audience reach,audience data and targeting capabilities than we do,command a

179、 large share of the digital display advertising market,and we anticipate that this will continue.The remaining market is subject to significant competition among publishers and other content providers,and audience fragmentation.These dynamics have affected,and will likely continue to affect,our abil

180、ity to attract and retain advertisers and to maintain or increase our advertising rates.Additionally,digital advertising networks and exchanges with real-time bidding and other programmatic buying channels that allow advertisers to buy audiences at scale also play a significant role in the marketpla

181、ce and represent another competitive threat.They have caused and may continue to cause further downward pricing pressure and the loss of a direct relationship with marketers,especially during periods of economic downturn.The evolving standards for delivery of digital advertising,as well as the devel

182、opment and implementation of technology,regulations,policies and practices that adversely affect our ability to deliver,target or measure the effectiveness of advertising(such as blocking the display of advertising,the phase-out of browser support for third-party cookies and of mobile operating syst

183、ems for advertising identifiers),may also adversely affect our advertising revenues if we are unable to develop effective solutions to mitigate their impact.Additionally,our digital advertising offerings also now include products that use proprietary first-party data rather than third-party data to

184、generate predictive insights and help inform our clients advertising strategies.Our ability to quickly and effectively evolve these products;the volume,quality,and price of competitive products;and continued changes to industry regulation all have the potential to impact the success of this strategy

185、.We have also taken further steps intended to improve our users experiences and retain and grow our subscriber base.For example,in order to improve users experiences,we ceased presenting open-market programmatic advertising in our iOS and Android mobile applications.While these changes may result in

186、 long-term benefits for our advertising revenue,they have reduced and may further reduce the inventory for some of our digital advertising products and may otherwise impact advertising revenues.Our digital advertising operations also rely on a small number of significant technologies(particularly Al

187、phabets ad manager)which,if interrupted or meaningfully changed,or if the providers leverage their power to alter the economic structure,could have an adverse impact on our advertising revenues,operating costs and/or operating results.Although print advertising revenue continues to represent a signi

188、ficant portion of our total advertising revenue(approximately 38%of our total advertising revenues in 2021),the overall proportion continues to decline and we do not expect this trend to reverse.This trend was further accelerated by the impact of the Covid-19 pandemic and efforts to contain it on so

189、me of our traditional print advertisers,such as entertainment and retail.A further decline in the economic prospects of these and other advertisers could alter current or prospective advertisers spending priorities or result in consolidation or closures across various industries,which may reduce the

190、 Companys print and overall advertising revenue.P.12 THE NEW YORK TIMES COMPANYOur brand and reputation are key assets of the Company.Negative perceptions or publicity could adversely affect our business,financial condition and results of operations.We believe The New York Times brand is a powerful

191、and trusted brand with an excellent reputation for high-quality independent journalism and content,and this brand is a key element of our business.Our brand might be damaged by incidents that erode consumer trust(such as negative publicity),a perception that our journalism is unreliable or a decline

192、 in the perceived value of independent journalism or general trust in the media,which may be in part as a result of changing political and cultural environments in the United States and abroad or active campaigns by domestic and international political and commercial actors.We may introduce new prod

193、ucts or services that users do not like and that may negatively affect our brand.We also may fail to provide adequate customer service,which could erode confidence in our brand.Our brand and reputation could also be adversely impacted by negative claims or publicity regarding the Company or its oper

194、ations,products,employees,practices(including social and environmental practices)or business affiliates(including advertisers);as well as our potential inability to adequately respond to such negative claims or publicity,even if such claims are untrue.Our reputation could also be damaged by failures

195、 of third-party vendors we rely on in many contexts.We are investing in defining and enhancing our brand.These investments are considerable and may not be successful.To the extent our brand and reputation are damaged,our ability to attract and retain readers,subscribers,advertisers and/or employees

196、could be adversely affected,which could in turn have an adverse impact on our business,revenues and operating results.The continuing impact of the Covid-19 pandemic is difficult to predict and creates considerable uncertainty for our business.The global Covid-19 pandemic continues to have widespread

197、,rapidly evolving,and unpredictable impacts on global society,economies,financial markets and business practices.The pandemic,efforts to contain it,and the resulting disruptions have impacted our business in various ways.There is substantial uncertainty as to the nature and degree of the continued e

198、ffects of the pandemic over time.For example,during 2020 we experienced significant growth in the number of subscriptions to our digital news and other products,which we believe was attributable in part to an increase in traffic given the news environment and as a result of the pandemic.The rate of

199、digital subscription growth moderated in 2021,although it was our second-best year for net subscription additions,and we do not expect the 2020 growth rate to be indicative of results for future periods.The growth in subscriptions to our products during the pandemic may also in part reflect changes

200、in how our users spend their time during the pandemic,and our ability to attract and retain subscribers may continue to be impacted by patterns of behavior influenced by the course of the pandemic.In addition,revenues from the single-copy and bulk sales of our print newspaper have been,and we expect

201、 will continue to be,adversely affected as a result of continued increased levels of remote working and reductions in travel.The worldwide economic slowdown caused by the pandemic led to a significant decline in our advertising revenues in 2020 as advertisers reduced their spending.While we experien

202、ced significantly increased demand for advertising in 2021,particularly with respect to digital advertising as the broader advertising market recovered,there is no assurance that this recovery will be sustained,and developments related to the pandemic such as global supply chain disruptions and labo

203、r shortages,among others,could adversely impact our advertising revenues in the future if our advertisers were to reduce their advertising spend as a result.We expect reduced print advertising spending by businesses that continue to be negatively impacted by the pandemic,along with secular trends,to

204、 continue to adversely affect our print advertising revenues,and some of our print advertising revenues may not return to pre-pandemic levels.In addition,the pandemic and attempts to contain it have resulted in the postponement and cancellation of live events,and while this impact moderated in 2021,

205、this continues to adversely affect our revenues from live events and related services.As a result of the ongoing pandemic,we altered certain aspects of our operations and the vast majority of our employees continue to work remotely.Remote work may heighten operational risk(including cybersecurity ri

206、sk),result in a decline in productivity or otherwise negatively affect our ability to manage the business.In addition,if a significant portion of our workforce is unable to work due to illness,power outages,connectivity issues or other causes that impact our employees ability to work remotely,our op

207、erations may be negatively impacted.We will continue to actively monitor these other comparable issues raised by the pandemic and may take further actions that alter our business operations as may be required or that we determine are appropriate.It is not clear what effects any such alterations or m

208、odifications may have on our business and financial results.THE NEW YORK TIMES COMPANY P.13The Times newspaper is printed at our production and distribution facility in College Point,N.Y.,as well as under contract at remote print sites,and significant operational disruptions at these facilities,or a

209、t our newsprint suppliers or print and distribution partners,could adversely affect our operating results.If a significant percentage of our College Point employees were unable to work as a result of the pandemic or because of vaccination mandates,our ability to print and distribute the newspaper an

210、d other commercial print products in the New York area could be negatively affected.To the extent our newsprint suppliers or print and distribution partners are further affected by financial pressures,labor shortages,supply chain issues or other circumstances relating to Covid-19 that lead to reduce

211、d operations or consolidations or closures of print sites and/or distribution routes,this could lead to an increase in costs to print and distribute our newspapers and/or a decrease in revenues if printing and distribution are disrupted.The future impact that the Covid-19 pandemic will have on our b

212、usiness,operations and financial results is uncertain and will depend on numerous evolving factors and future developments that we are not able to reliably predict or mitigate,including the extent of variants and resurgences;the effect of ongoing vaccination and mitigation efforts;the impact of the

213、pandemic on economic conditions and the companies with which we do business,including our advertisers;governmental,business and others actions in response to the pandemic;and changes in consumer behavior as a result of the pandemic,among many other factors.It is also possible that the Covid-19 pande

214、mic may accelerate or worsen the other risks discussed in this section.The international scope of our business exposes us to economic,geopolitical and other risks inherent in foreign operations.We have news bureaus and other offices around the world,and our digital and print products are generally o

215、ffered globally.We are focused on further expanding the international scope of our business and face the inherent risks associated with doing business abroad,including:government policies and regulations that restrict our products and operations,including censorship or other restrictions on access t

216、o our content and products;the expulsion of journalists or other employees;or other restrictive or retaliatory actions or behavior;effectively managing and staffing foreign operations,including complying with local laws and regulations in each different jurisdiction;providing for the safety and secu

217、rity of our journalists and other employees and affiliates;potential economic,legal,political or social uncertainty and volatility in local or global market conditions or catastrophic events(e.g.,a natural disaster,an act of terrorism,a pandemic(such as the Covid-19 pandemic),epidemic or outbreak of

218、 a disease or severe weather)that could adversely affect the companies with which we do business,cause changes in discretionary spending,restrict our journalists travel or otherwise adversely impact our operations and business;navigating local customs and practices;protecting and enforcing our intel

219、lectual property and other rights under varying legal regimes;complying with international laws and regulations,including those governing intellectual property,libel and defamation,labor and employment,tax,payment processing,consumer privacy and the collection,use,retention,sharing and security of c

220、onsumer and staff data;restrictions on the ability of U.S.companies to do business in foreign countries,including restrictions on foreign ownership,foreign investment or repatriation of funds;higher-than-anticipated costs of entry;andcurrency exchange rate fluctuations.Adverse developments in any of

221、 these areas could have an adverse impact on our business,financial condition and results of operations.For example,we may incur increased costs necessary to comply with existing and newly adopted laws and regulations or penalties for any failure to comply.P.14 THE NEW YORK TIMES COMPANYAttracting a

222、nd maintaining a talented and diverse workforce,which is vital to our success,is increasingly challenging and costly;failure to do so could have a negative impact on our competitive position,reputation,business,financial condition and results of operations.Our ability to attract,develop and maximize

223、 the contributions of world-class talent,and to create the conditions for our people to do their best work,is vital to the continued success of our mission and business and central to our long-term strategy.Talent is in high demand,particularly journalists and people working in digital product devel

224、opment disciplines.Our employees and individuals we seek to hire are highly sought after by our competitors and other companies,some of which have greater resources than we have and may offer compensation packages that are perceived to be better than ours.As a result,we may not be able to retain our

225、 existing employees or hire new employees quickly enough to meet our needs.Our continued ability to attract and retain highly skilled talent from diverse backgrounds for all areas of our organization depends on many factors,including our reputation;workplace culture;progress with respect to diversit

226、y,equity and inclusion efforts;and the compensation and benefits we provide.Employee-related costs are our main operating costs,and these costs have increased in recent years as we have invested in our business and competed for talent,and may further increase.Stock-based compensation is an increasin

227、g component of our overall compensation costs,and if the perceived value of our equity awards relative to our competitors declines,including as a result of volatility or declines in the market price of our Class A common stock or changes in perception about our future prospects,that may adversely af

228、fect our ability to recruit and retain talent.We must also continue to adapt to ever-changing workplace and workforce dynamics and other changes in the business and cultural landscape.We plan to transition to a hybrid work model,with employees working both from our offices and remotely,which may cha

229、llenge our corporate culture,make us undesirable to talent that prefers different working arrangements,pressure our operations and introduce additional costs as we invest in our offices and technological improvements to support hybrid work.Failing to adapt effectively to these changes or to otherwis

230、e meet workforce expectations could impact our ability to compete effectively(including for talent)or have an adverse impact on our corporate culture or operations.Effective succession planning is also important to our long-term success,and a failure to effectively ensure the transfer of knowledge a

231、nd train and integrate new employees could hinder our strategic planning and execution.If we are unable to attract and maintain a talented and diverse workforce,it would negatively disrupt our operations and our ability to complete ongoing projects;would impact our competitive position and reputatio

232、n;and could adversely affect our business,financial condition or results of operations.A significant number of our employees are unionized,and our business and results of operations could be adversely affected if labor agreements were to further restrict our ability to maximize the efficiency of our

233、 operations.Approximately 38%of our full-time equivalent employees were represented by unions as of December 26,2021,including certain employees at Wirecutter who formed a union in 2019.As a result,we are required to negotiate the wages,benefits and other terms and conditions of employment with many

234、 of our employees collectively.In addition,some of our technology employees are seeking to form a union.Our business and results could be adversely affected if future labor negotiations or contracts were to further restrict our ability to maximize the efficiency of our operations,or if a larger perc

235、entage of our employees were to unionize.If we are unable to negotiate labor contracts on reasonable terms,or if we were to experience significant labor unrest or other business interruptions in connection with labor negotiations or otherwise,our ability to produce and deliver our products could be

236、impaired.Labor unrest or campaigns by labor organizations have resulted in and may continue to result in negative publicity,which can adversely impact our reputation and our ability to recruit,retain and motivate talent,as well as divert managements attention and resources.In addition,our ability to

237、 make adjustments to control compensation and benefits costs,change our strategy or otherwise adapt to changing business needs may be further limited by the terms and duration of our collective bargaining agreements.Adverse results from litigation or governmental investigations can impact our busine

238、ss practices and operating results.From time to time,we are party to litigation,including matters relating to alleged libel or defamation and employment-related matters,as well as regulatory,environmental and other proceedings with governmental authorities and administrative agencies.See Note 18 of

239、the Notes to the Consolidated Financial Statements regarding certain matters.Adverse outcomes in lawsuits or investigations could result in significant monetary damages or injunctive relief that could adversely affect our results of operations or financial condition as well as our ability to conduct

240、 our business as it is presently being conducted.In addition,regardless of merit or outcome,such proceedings THE NEW YORK TIMES COMPANY P.15can have an adverse impact on the Company as a result of legal costs,diversion of management and other personnel,harm to our reputation,and other factors.Risks

241、Related to Acquisitions,Divestitures and InvestmentsWe incurred substantial costs in our recent acquisitions of The Athletic,and our future investments in connection with the acquisition may prove costlier than we anticipate.As a result,we may not realize the expected benefits as and when we have fo

242、recasted or at all.We completed the acquisition of The Athletic,a global digital subscription-based sports media business,on February 1,2022 for an all-cash price of approximately$550 million,subject to customary closing adjustments.We also incurred significant non-recurring expenses in connection w

243、ith this acquisition,including legal,accounting,financial advisory,integration planning and other expenses.We intend to invest additional amounts in an effort to scale The Athletics subscriptions business,build its advertising business and make The Athletic,which operated at a loss prior to the acqu

244、isition,accretive to our overall profitability.In addition,while we intend to operate The Athletic as a standalone product,we expect that it will still require significant attention and resources from our management team and others working on the transition.This will include the implementation of pu

245、blic company policies and procedures,including effective internal control over financial reporting and disclosure controls and procedures,legal standards and compliance and information security practices.Devoting resources to this integration of The Athletic into the Company means that these resourc

246、es will be redeployed to varying degrees from their normal day-to-day activities.This could impair our effectiveness and efficiency and may have an adverse impact on our financial condition or results of operations.The success of The Athletic acquisition will depend,in part,on our ability to apply o

247、ur subscription,advertising,marketing and operational expertise to help scale their growth in a profitable,efficient and effective manner.We may not be able to manage The Athletic successfully,or doing so may be costlier than we anticipate,and we may experience difficulty in realizing the expected b

248、enefits of this acquisition.Potential difficulties that may be encountered may include the loss of key employees,unknown liabilities,unforeseen expenses and/or other complexities associated with the integration.We may fail to meet our publicly announced guidance about the impact of The Athletic on o

249、ur business and future operating results,which would cause our stock price to decline.Our publicly announced guidance and expectations with respect to the impact of The Athletic acquisition on our revenue growth and operating results are based on forecasts prepared by our management.Forecasts are ba

250、sed upon a number of assumptions and estimates that are inherently subject to significant business,economic and competitive uncertainties and contingencies relating to our business,many of which are beyond our control and/or are based upon specific assumptions with respect to future business decisio

251、ns,which may change.While all guidance is necessarily speculative in nature,guidance relating to the anticipated results of operations of a recently acquired business is inherently more speculative in nature than other guidance as management will,necessarily,be less familiar with the business,proced

252、ures and operations of the recently acquired business.It is possible that some or all of our assumptions regarding The Athletic underlying any guidance furnished by us may turn out not to be correct and actual results may vary significantly from our guidance.Our business will be impacted by risks ap

253、plicable to The Athletic.While we intend to operate The Athletic as a standalone product,its results will be consolidated with ours and accordingly,from the completion of the acquisition,our results are subject to risks and uncertainties affecting its business.These risks include many of the risks o

254、utlined elsewhere in these risk factors,as well as others.In our review of The Athletic in connection with the acquisition,we may have failed to identify or fully prepare for all of the problems,liabilities or other shortcomings or challenges facing the business,including issues related to intellect

255、ual property,privacy,data protection,information security practices,regulatory compliance practices and tax and employment practices.To the extent unexpected liabilities arise,our recourse to the former owners of The Athletic will be limited and our remedies under customary representation and warran

256、ty insurance we obtained in connection with the acquisition may not be adequate to offset such liabilities.As a result,any such liabilities,if significant,could have a material adverse effect on us.P.16 THE NEW YORK TIMES COMPANYInvestments we make in new and existing products and services expose us

257、 to risks and challenges that could adversely affect our operations and profitability.We have invested and expect to continue to invest significant resources to enhance and expand our existing products and services and to acquire and develop new products and services.These investments have included,

258、in addition to The Athletic,among others:enhancements to our core news product and other products(including Games,Cooking,Audm and Wirecutter);investments in various audio,film and television and childrens product initiatives;and investments in our commercial printing and other ancillary operations.

259、These efforts present numerous risks and challenges,including the need for us to appeal to new audiences,develop additional expertise in certain areas,overcome technological and operational challenges and effectively allocate capital resources;new and/or increased costs(including marketing costs and

260、 costs to recruit,integrate and retain talented employees);risks associated with strategic relationships such as content licensing;new competitors(some of which may have more resources and experience in certain areas);and additional legal and regulatory risks from expansion into new areas.As a resul

261、t of these and other risks and challenges,growth into new areas may divert internal resources and the attention of our management and other personnel,including journalists and product and technology specialists.Although we believe we have a strong and well-established reputation as a global media co

262、mpany,our ability to market our products effectively,and to gain and maintain an audience,particularly for some of our new digital products,is not certain,and if they are not favorably received,our brand may be adversely affected.Even if our new products and services,or enhancements to existing prod

263、ucts and services,are favorably received,they may not advance our business strategy as expected,may result in unanticipated costs or liabilities and may fall short of expected return on investment targets or fail to generate sufficient revenue to justify our investments,which could adversely affect

264、our business,results of operations and financial condition.Acquisitions,divestitures,investments and other transactions could adversely affect our costs,revenues,profitability and financial position.In order to position our business to take advantage of growth opportunities,we intend to continue to

265、engage in discussions,evaluate opportunities and enter into agreements for possible additional acquisitions,divestitures,investments and other transactions.We may also consider the acquisition of,or investment in,specific properties,businesses or technologies that fall outside our traditional lines

266、of business and diversify our portfolio,including those that may operate in new and developing industries,if we deem such properties sufficiently attractive.Acquisitions may involve significant risks and uncertainties,including:difficulties in integrating acquired businesses(including cultural chall

267、enges associated with transitioning employees from the acquired company into our organization);failure to identify in advance liabilities,deficiencies,or other claims;diversion of management attention from other business concerns or resources;use of resources that are needed in other parts of our bu

268、siness;possible dilution of our brand or harm to our reputation;the potential loss of key employees;risks associated with new strategic relationships;risks associated with integrating financial reporting,internal control and information technology systems;andother unanticipated problems and liabilit

269、ies.Competition for certain types of acquisitions is significant.We may not be able to find suitable acquisition candidates,and we may not be able to complete acquisitions or other strategic transactions on favorable terms,or at all.Even if successfully negotiated,closed and integrated,certain acqui

270、sitions or investments may prove not to advance our business strategy,may cause us to incur unanticipated costs or liabilities,may result in write-offs of impaired assets,and may fall short of expected return on investment targets,which could adversely affect our business,results of operations and f

271、inancial condition.THE NEW YORK TIMES COMPANY P.17In addition,we have divested and may in the future divest certain assets or businesses that no longer fit with our strategic direction or growth targets.Divestitures involve significant risks and uncertainties that could adversely affect our business

272、,results of operations and financial condition.These include,among others,the inability to find potential buyers on favorable terms,disruption to our business and/or diversion of management attention from other business concerns,loss of key employees and possible retention of certain liabilities rel

273、ated to the divested business.Finally,we have made investments in companies,and we may make similar investments in the future.Investments in these businesses subject us to the operating and financial risks of these businesses and to the risk that we do not have sole control over the operations of th

274、ese businesses.Our investments are generally illiquid and the absence of a market may inhibit our ability to dispose of them.In addition,if the book value of an investment were to exceed its fair value,we would be required to recognize an impairment charge related to the investment.Risks Related to

275、Our Operating CostsThe nature of significant portions of our expenses may limit our operating flexibility and could adversely affect our results of operations.Our main operating costs are employee-related costs,and these costs have increased in recent years as we have invested in our business and co

276、mpeted for talent that is in high demand,and may further increase.Employee-related costs generally do not decrease proportionately with revenues.In addition,our ability to make short-term adjustments to manage our costs or to make changes to our business strategy may be limited by certain of our col

277、lective bargaining agreements.If we were unable to implement cost-control efforts or reduce our operating costs sufficiently in response to a decline in our revenues,our profitability will be adversely affected.The size and volatility of our pension plan obligations may adversely affect our operatio

278、ns,financial condition and liquidity.We sponsor a frozen single-employer defined benefit pension plan.Although we have frozen participation and benefits under our single-employer plan and have taken other steps to reduce the size and volatility of our pension plan obligations,our results of operatio

279、ns will be affected by the amount of income or expense we record for,and the contributions we are required to make to,this plan.In addition,the Company and the NewsGuild of New York jointly sponsor a defined benefit plan that continues to accrue active benefits for employees represented by the NewsG

280、uild.We are required to make contributions to our plans to comply with minimum funding requirements imposed by laws governing those plans.As of December 26,2021,our qualified defined benefit pension plans had plan assets that were approximately$74 million above the present value of future benefit ob

281、ligations.Our obligation to make additional contributions to our plans,and the timing of any such contributions,depends on a number of factors,many of which are beyond our control.These include legislative changes;assumptions about mortality;and economic conditions,including a low interest rate envi

282、ronment or sustained volatility and disruption in the stock and bond markets,which impact discount rates and returns on plan assets.As a result of required contributions to our qualified pension plans,we may have less cash available for working capital and other corporate uses,which may have an adve

283、rse impact on our results of operations,financial condition and liquidity.In addition,the Company sponsors several non-qualified pension plans,with unfunded obligations totaling$239 million as of December 26,2021.Although we have frozen participation and benefits under all but one of these plans,and

284、 have taken other steps to reduce the size and volatility of our obligations under these plans,a number of factors,including changes in discount rates or mortality tables,may have an adverse impact on our results of operations and financial condition.Our participation in multiemployer pension plans

285、may subject us to liabilities that could materially adversely affect our results of operations,financial condition and cash flows.We participate in,and make periodic contributions to,various multiemployer pension plans that cover many of our current and former production and delivery employees and a

286、 small number of voice actors who work on Audm,our read-aloud audio service.Our required contributions to certain plans have increased as our commercial printing operations have expanded.P.18 THE NEW YORK TIMES COMPANYThe risks of participating in multiemployer plans are different from single-employ

287、er plans in that assets contributed are pooled and may be used to provide benefits to employees of other participating employers.If a participating employer withdraws from or otherwise ceases to contribute to the plan,the unfunded obligations of the plan may be borne by the remaining participating e

288、mployers.Our required contributions to these plans could increase because of a shrinking contribution base as a result of the insolvency or withdrawal of other companies that currently contribute to these plans,the inability or failure of withdrawing companies to pay their withdrawal liability,low i

289、nterest rates,lower than expected returns on pension fund assets,other funding deficiencies,or potential legislative action.Our withdrawal liability for any multiemployer pension plan will depend on the nature and timing of any triggering event and the extent of that plans funding of vested benefits

290、.If a multiemployer pension plan in which we participate has significant underfunded liabilities,such underfunding will increase the size of our potential withdrawal liability.In addition,under federal pension law,special funding rules apply to multiemployer pension plans that are classified as“enda

291、ngered,”“critical”or“critical and declining.”When a multiemployer pension plan in which we participate enters“endangered,”“critical”or“critical and declining”status,we can be required to make additional contributions and/or benefit reductions may apply.Currently,three of the significant multiemploye

292、r plans in which we participate are classified as“critical and declining.”We have recorded significant withdrawal liabilities with respect to multiemployer pension plans in which we formerly participated(primarily in connection with the sales of the New England Media Group in 2013 and the Regional M

293、edia Group in 2012)and may record additional liabilities in the future.In addition,due to declines in our contributions,we have recorded withdrawal liabilities for actual and estimated partial withdrawals from several plans in which we continue to participate.Until demand letters from some of the mu

294、ltiemployer pension funds are received,the exact amount of the withdrawal liability will not be fully known and,as such,a difference from the recorded estimate could have an adverse effect on our results of operations,financial condition and cash flows.All of the significant multiemployer plans in w

295、hich we participate are specific to the newspaper and broader printing and publishing industries,which continue to undergo significant pressure.A withdrawal by a significant percentage of participating employers may result in a mass withdrawal declaration by the trustees of one or more of these plan

296、s,which would require us to record additional withdrawal liabilities.If,in the future,we elect to withdraw from these plans or if we trigger a partial withdrawal due to declines in contribution base units or a partial cessation of our obligation to contribute,additional liabilities would need to be

297、recorded that could have an adverse effect on our business,results of operations,financial condition or cash flows.Legislative changes could also affect our funding obligations or the amount of withdrawal liability we incur if a withdrawal were to occur.Significant disruptions in our newsprint suppl

298、y chain or newspaper printing and distribution channels,or a significant increase in the costs to print and distribute our newspaper,would have an adverse effect on our operating results.The Times newspaper,as well as other commercial print products,are printed at our production and distribution fac

299、ility in College Point,N.Y.Outside of the New York area,The Times is printed and distributed under contracts with print and distribution partners across the United States and internationally.Our production and distribution facility and our print partners rely on suppliers for deliveries of newsprint

300、,and the availability of newsprint supply may be affected by various factors,including supply chain disruptions,transportation issues,labor shortages or unrest,and other disruptions that may affect production or deliveries of newsprint.In addition,the price of newsprint has historically been volatil

301、e and could increase as a result of various factors.A significant disruption in our or our partners newsprint supply chain,or a significant increase in the price of newsprint,would adversely affect our operating results.To the extent that financial pressures,newspaper industry trends or economics,la

302、bor shortages or unrest,or other circumstances affect our print and distribution partners and/or lead to reduced operations or consolidations or closures of print sites and/or distribution routes,this could increase the cost of printing and distributing our newspapers and/or decrease our revenues if

303、 printing and distribution are disrupted.Some of our print and distribution partners have taken steps to reduce their geographic scope and/or the frequency with which newspapers are printed and distributed that have not been reversed,and additional partners may take similar steps.The geographic scop

304、e and frequency with which newspapers are printed and distributed by our partners at times affects our ability to print and distribute our newspaper and can adversely affect our operating results.THE NEW YORK TIMES COMPANY P.19If we experience significant disruptions in our newsprint supply chain or

305、 newspaper printing and distribution channels,or a significant increase in the costs to print and distribute our newspaper,our operating results may be adversely affected.Risks Related to Information Systems and Other TechnologySecurity breaches and other network and information systems disruptions

306、could affect our ability to conduct our business effectively and damage our reputation.Our systems store and process confidential subscriber,employee and other sensitive personal and Company data,and therefore maintaining our network security is of critical importance.In addition,we rely on the tech

307、nology and systems provided by third-party vendors(including cloud-based service providers)for a variety of operations,including encryption and authentication technology,employee email,domain name registration,content delivery to customers,administrative functions(including payroll processing and ce

308、rtain finance and accounting functions)and other operations.We regularly face attempts by malicious actors to breach our security and compromise our information technology systems.These attackers may use a blend of technology and social engineering techniques(including denial of service attacks,phis

309、hing attempts intended to induce our employees and users to disclose information or unwittingly provide access to systems or data,and other techniques)to disrupt service or exfiltrate data.Information security threats are constantly evolving,increasing the difficulty of detecting and successfully de

310、fending against them.We and the third parties with which we work may be more vulnerable to the risk from activities of this nature as a result of operational changes such as significant increases in remote working.To date,no incidents have had,either individually or in the aggregate,a material adver

311、se effect on our business,financial condition or results of operations.In addition,our systems,and those of the third parties with which we work and on which we rely,may be vulnerable to interruption or damage that can result from the effects of natural disasters or climate change(such as increased

312、storm severity and flooding);fires;power,systems or internet outages;acts of terrorism;pandemics(such as Covid-19);or other similar events.We have implemented controls and taken other preventative measures designed to strengthen our systems against such incidents and attacks,including measures desig

313、ned to reduce the impact of a security breach at our third-party vendors.Efforts to prevent hackers from disrupting our service or otherwise accessing our systems are expensive to develop,implement and maintain.These efforts require ongoing monitoring and updating as technologies change and efforts

314、to overcome security measures become more sophisticated,and may limit the functionality of or otherwise negatively impact our products,services and systems.Although the costs of the controls and other measures we have taken to date have not had a material effect on our financial condition,results of

315、 operations or liquidity,the costs and effort to respond to a security breach and/or to mitigate any security vulnerabilities that may be identified in the future could be significant.There can also be no assurance that the actions,measures and controls we have implemented will be effective against

316、future attacks or be sufficient to prevent a future security breach or other disruption to our network or information systems,or those of our third-party providers,and our disaster recovery planning cannot account for all eventualities.Such an event could result in a disruption of our services,impro

317、per disclosure of personal data or confidential information,or theft or misuse of our intellectual property,all of which could harm our reputation,require us to expend resources to remedy such a security breach or defend against further attacks,divert managements attention and resources or subject u

318、s to liability under laws that protect personal data,or otherwise adversely affect our business.While we maintain cyber risk insurance,the costs relating to any data breach could be substantial,and our insurance may not be sufficient to cover all losses related to any future breaches of our systems.

319、Failure to comply with laws and regulations with respect to privacy,data protection and consumer marketing practices could adversely affect our business.Our business is subject to various laws and regulations of local and foreign jurisdictions with respect to privacy and the collection and use of pe

320、rsonal data,as well as laws and regulations with respect to consumer marketing practices.P.20 THE NEW YORK TIMES COMPANYVarious federal and state laws and regulations,as well as the laws of foreign jurisdictions,govern the processing(including the collection,use,retention and sharing)and security of

321、 the data we receive from and about individuals.Failure to protect confidential data,provide individuals with adequate notice of our privacy policies or obtain required valid consent,for example,could subject us to liabilities imposed by these jurisdictions.Existing privacy-related laws and regulati

322、ons are evolving and subject to potentially differing interpretations,and various federal and state legislative and regulatory bodies,as well as foreign legislative and regulatory bodies,may expand current or enact new laws regarding privacy and data protection.For example,the General Data Protectio

323、n Regulation adopted by the European Union imposes stringent data protection requirements and significant penalties for noncompliance;Californias Consumer Privacy Act and Consumer Privacy Rights Act,and associated regulations,create new data privacy rights;and the European Unions forthcoming ePrivac

324、y Regulation is expected to impose,with respect to electronic communications,stricter data protection and data processing requirements.In addition,various federal and state laws and regulations,as well as the laws of foreign jurisdictions,govern the manner in which we market our subscription product

325、s,including with respect to subscriptions,billing and automatic-renewal.These laws and regulations often differ across jurisdictions and continue to evolve.These laws,as well as any changes in these laws,could adversely affect our ability to attract and retain subscribers.Existing and newly adopted

326、laws and regulations with respect to privacy,the collection and use of personal data,and consumer marketing practices(or new interpretations of existing laws and regulations)have imposed and may continue to impose obligations that may affect our business,place increasing demands on our technical inf

327、rastructure and resources,require us to incur increased compliance costs and cause us to further adjust our advertising or marketing practices.Any failure,or perceived failure,by us or the third parties upon which we rely to comply with laws and regulations that govern our business operations,as wel

328、l as any failure,or perceived failure,by us or the third parties upon which we rely to comply with our own posted policies,could result in claims against us by governmental entities or others,negative publicity and a loss of confidence in us by our users and advertisers.Each of these potential conse

329、quences could adversely affect our business and results of operations.We are subject to payment processing risk.We accept payments through third parties using a variety of different payment methods,including credit and debit cards and direct debit.We rely on third parties systems as well as our own

330、internal systems to process payments.Acceptance and processing of these payment methods are subject to certain certifications,rules,regulations and industry standards.To the extent that there are disruptions in our or third-party payment processing systems,errors in charges made to subscribers,mater

331、ial changes in the payment ecosystem such as large re-issuances of payment cards by credit card issuers,and/or changes to rules,regulations or industry standards concerning payment processing,we could experience increased costs and/or be subject to fines and/or civil liability,which could harm our r

332、eputation and adversely impact our revenue,operating expenses and results of operations.In addition,we have experienced,and from time to time may continue to experience,fraudulent use of payment methods for subscriptions to our digital products.If we are unable to adequately control and manage this

333、practice,it could result in inaccurately inflated subscription figures used for internal planning purposes and public reporting,which could adversely affect our ability to manage our business and harm our reputation.If we are unable to maintain our fraud and chargeback rate at acceptable levels,our card approval rate may be impacted and card networks could impose fines and additional card authenti