1、The New York Times Company 2020 Annual ReportLife Needs Truth.To Our Shareholders,2020 was perhaps the busiest news year in the 170-year history of The New York Times.From the pandemic and its devastating human and economic toll to the national reckoning over race and social justice to the bitterly
2、contested U.S.presidential election,the past year made clear what we at The Times have long known:The need for quality,independent journalism is as acute as ever.The Times rose to meet that need.And we did so with energy and rigor commensurate with our mission.Our strong business results reflect the
3、 hunger for Times journalism.2020 was our best-ever year for subscriptions,with 2.3 million net new digital-only subscriptions added.We ended the year with 7.5 million total subscriptions across our digital and print products including,for the first time,more than 5 million digital subscriptions for
4、 our core News product.Thanks to the record-setting growth in our digital subscription business,and despite the loss of$138 million in advertising revenue last year,we recorded a slight increase in annual operating profit.That profit growth was largely driven by a 30 percent increase in digital subs
5、cription revenue.Our subscription products News,Cooking and Games(formerly Crossword)broke all previous records for annual net additions.We know 2020 was likely an outlier year for net subscription growth.Indeed,the news cycle will change and audiences will fluctuate,which could mean considerable va
6、riability in net subscription additions in any given quarter;however,we believe we remain well positioned to deliver continuous growth.Were more than a year into our registration-based customer journey,and were encouraged to see that while many readers subscribe in moments of high news need,plenty o
7、f others do so over time as they experience the breadth and value of Times journalism.We achieved two key milestones in 2020:digital revenue overtook print,and digital subscription revenue,which has long been our fastest-growing revenue stream,became our largest.Together,those accomplishments,plus o
8、ur best year on record for subscriptions,mark the end of the first decade of our strategic transformation to a digital-first,subscription-first company.They also mark the beginning of our next decade.The Times sold its first digital subscription 10 years ago.Since then,weve been focused on proving o
9、ut our strategy of journalism worth paying for through direct-to-consumer digital subscriptions.This new decade will be about scaling that idea.To do that,were investing in the large long-term opportunity at a moment when habits are up for grabs,even if the variability in subscription additions impa
10、cts our profitability in the near term.In News,success will continue to rely first and most on the quality,breadth and differentiated value of our news report.So,in the coming year,well continue to invest in our 1,700-strong newsroom to ensure we play a leading role in covering the biggest stories o
11、f our time.2020 annual reportWe believe we are just at the beginning of unlocking all that digital news can be and do in peoples lives.And to tap that growth potential,we will also continue adding digital product talent,whose work will make our journalism more accessible,engaging and impactful.While
12、 our product progress is increasingly evident to consumers who see an improved experience for up-to-the-minute coverage,expanded use of visual and data journalism and new story formats we still have plenty of work to do to ensure that our underlying technology architecture,strategy and culture match
13、 our growing ambitions.We see even bigger market opportunities for Games and Cooking,and we expect to invest more in content,product development and marketing in these products than we have in previous years.Were also thinking hard about expanding our subscription product portfolio.This year,well te
14、st a subscription product for Wirecutter,and experiment more aggressively with Audm,the read-aloud audio subscription service we acquired in mid-2020.We see all of those products as a way for The Times to mean even more in peoples lives,and also to make a relationship with The New York Times brand m
15、ore valuable.External factors will continue to influence our subscription growth.But with every passing quarter,we believe there is also more in our control from an improving understanding of consumers,to pricing power,to more disciplined management of costs in our legacy business and we will contin
16、ue to invest in our long-term growth.Key to scaling our business will be improving our culture as a company.One of The Timess defining qualities has been our willingness to look hard at ourselves and identify ways to do better.In a year in which issues around diversity,equity and inclusion have been
17、 powerfully brought to the fore,were instituting changes at The Times that will make it a better place to work for all,and will lead to making our business and company stronger.Since this is our first letter to you in our new roles,we want to close with a personal note of thanks.The need for quality
18、,independent journalism is only growing,and with your support and loyalty,we will continue to meet that need,and mean more to millions more people.Thank you for helping make our work and our mission possible.Meredith Kopit LevienPresident and C.E.O.A.G.SulzbergerChairmanMarch 19,20212020annual repor
19、tUNITED STATES SECURITIES AND EXCHANGE COMMISSIONWASHINGTON,D.C.20549FORM 10-K Annual Report pursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934For the fiscal year ended December 27,2020 Transition Report pursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934For the
20、transition period from _ to _Commission file number 1-5837THE NEW YORK TIMES COMPANY(Exact name of registrant as specified in its charter)New York13-1102020(State or other jurisdiction ofincorporation or organization)(I.R.S.EmployerIdentification No.)620 Eighth Avenue,New York,New York 10018(Address
21、 and zip code of principal executive offices)Registrants telephone number,including area code:(212)556-1234 Securities registered pursuant 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 Ex
22、changeSecurities registered pursuant to Section 12(g)of the Act:Not ApplicableIndicate by check mark if the registrant is a well-known seasoned issuer,as defined in Rule 405 of the Securities Act.Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 o
23、r Section 15(d)of the Exchange Act.Yes No Indicate by check mark whether the registrant(1)has filed all reports required to be filed by Section 13 or 15(d)of the Securities Exchange Act of 1934 during the preceding 12 months(or for such shorter period that the registrant was required to file such re
24、ports),and(2)has been subject to such filing requirements for the past 90 days.Yes No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months(or for such shor
25、ter period that the registrant was required to submit such files).Yes No Indicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a non-accelerated filer,a smaller reporting company or an emerging growth company.See the definitions of“large accelerated filer,”“
26、accelerated filer,”“smaller reporting company”and“emerging growth company”in Rule 12b-2 of the Exchange Act.(Check one):Large Accelerated Filer Accelerated filerNon-accelerated filer Smaller reporting companyEmerging growth company If an emerging growth company,indicate by the check mark if the regi
27、strant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to section 13(a)of the Exchange Act.Indicate by check mark whether the registrant has filed a report on and attestation to its managements assessment of
28、 the effectiveness of its internal control over financial reporting under Section 404(b)of the Sarbanes-Oxley Act(15 U.S.C.7262(b)by the registered public accounting firm that prepared or issued its audit report.Indicate by check mark whether the registrant is a shell company(as defined in Rule 12b-
29、2 of the Exchange Act).Yes No The aggregate worldwide market value of Class A Common Stock held by non-affiliates,based on the closing price on June 26,2020,the last business day of the registrants most recently completed second quarter,as reported on the New York Stock Exchange,was approximately$6.
30、8 billion.As of such date,non-affiliates held 55,849 shares of Class B Common Stock.There is no active market for such stock.The number of outstanding shares of each class of the registrants common stock as of February 19,2021(exclusive of treasury shares),was as follows:166,656,827 shares of Class
31、A Common Stock and 781,724 shares of Class B Common Stock.Documents incorporated by referencePortions of the Proxy Statement relating to the registrants 2021 Annual Meeting of Stockholders,to be held on April 28,2021,are incorporated by reference into Part III of this report.INDEX TO THE NEW YORK TI
32、MES COMPANY 2020 ANNUAL REPORT ON FORM 10-K ITEM NO.PARTIForward-Looking Statements11Business1Overview1Products2Subscriptions and Audience2Advertising3Competition4Other Businesses4Print Production and Distribution5Raw Materials5Human Capital5Available Information71ARisk Factors81BUnresolved Staff Co
33、mments212Properties213Legal Proceedings214Mine Safety Disclosures21Executive Officers of the Registrant22PARTII5Market for the Registrants Common Equity,Related StockholderMatters and Issuer Purchases of Equity Securities236Selected Financial Data257Managements Discussion and Analysis ofFinancial Co
34、ndition and Results of Operations297AQuantitative and Qualitative Disclosures About Market Risk548Financial Statements and Supplementary Data559Changes in and Disagreements with Accountants onAccounting and Financial Disclosure1169AControls and Procedures1169BOther Information116PARTIII10Directors,E
35、xecutive Officers and Corporate Governance11711Executive Compensation11712Security Ownership of Certain Beneficial Owners andManagement and Related Stockholder Matters11713Certain Relationships and Related Transactions,and Director Independence11814Principal Accountant Fees and Services118PARTIV15Ex
36、hibits and Financial Statement Schedules11916Form 10-K Summary121Signatures122PARTIFORWARD-LOOKINGSTATEMENTSThis Annual Report on Form 10-K,including the sections titled“Item 1A Risk Factors”and“Item 7 Managements Discussion and Analysis of Financial Condition and Results of Operations,”contains for
37、ward-looking statements that relate to future events or our future financial performance.We may also make written and oral forward-looking statements in our Securities and Exchange Commission(“SEC”)filings and otherwise.We have tried,where possible,to identify such statements by using words such as“
38、believe,”“expect,”“intend,”“estimate,”“anticipate,”“will,”“could,”“project,”“plan”and similar expressions in connection with any discussion of future operating or financial performance.Any forward-looking statements are and will be based upon our then-current expectations,estimates and assumptions r
39、egarding future events and are applicable only as of the dates of such statements.We undertake no obligation to update or revise any forward-looking statements,whether as a result of new information,future events or otherwise.By their nature,forward-looking statements are subject to risks and uncert
40、ainties that could cause actual results to differ materially from those anticipated in any such statements.You should bear this in mind as you consider forward-looking statements.Factors that we think could,individually or in the aggregate,cause our actual results to differ materially from expected
41、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 SEC filings.ITEM1.BUSINESSOVERVIEWThe New York Times Company(the“Company”)was incorporated on August 26,1896,under the laws of the State of New York.The
42、 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 organization focused on creating,collecting and distributing high-quality news and information.Our continued commitment to premium content and journali
43、stic excellence makes The New York Times brand a trusted source of news and information for readers and viewers across various platforms.The quality of our coverage has been widely recognized with many industry and peer accolades,including 130 Pulitzer Prizes and citations,more than any other news o
44、rganization.The Company includes our digital and print products and related businesses.We have one reportable segment with businesses that include: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 ass
45、ociated content such as our podcasts;our other interest-specific products,including Games(previously Crossword),Cooking and Audm(our read-aloud audio service),which are available on mobile applications and websites,and Wirecutter,our online review and recommendation product;andour related businesses
46、,such as our licensing operations;our creative services associated with our branded content studio;our commercial printing operations;our live events business;and other products and services under The Times brand.We generate revenues principally from subscriptions and advertising.Subscription revenu
47、es consist of revenues from subscriptions to our digital and print products(which include our news product,as well as our Games,Cooking and Audm 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
48、 information for the Company appears under“Item 7 Managements Discussion and Analysis of Financial Condition and Results of Operations.”We believe that the significant growth in subscriptions to our products demonstrates the success of our“subscription-first”strategy and the willingness of our reade
49、rs to pay for high-quality journalism.We had approximately 7.5 million paid subscriptions to our products as of December 27,2020,more than at any point in our history.THE NEW YORK TIMES COMPANY P.1During 2020,we continued to make significant investments in our journalism and our digital products,whi
50、le taking further steps to position our organization to operate effectively in a digital environment.The Times continued to break stories,produce investigative reports and help our audience understand a wide range of topics,including the Covid-19 pandemic and its many reverberations,a national recko
51、ning over race and social justice,and the U.S.presidential election and its aftermath.We made significant investments in our newsroom,including capabilities in live,visual and data journalism,and in audio,including our highly popular news podcast,The Daily,which was downloaded 1.25 billion times in
52、2020.In addition,we acquired Serial Productions,the company that produces the groundbreaking“Serial”podcast,and Audm,which transforms long-form journalism into audio.In addition,we continue to innovate digital advertising solutions,including our first-party data products,which allow the Company to l
53、everage its large and coveted audiences in privacy-forward ways.Our business was affected in 2020 and may be further affected by the conditions,including significant economic disruption,market volatility and uncertainty,caused by the global coronavirus(Covid-19)pandemic and attempts to contain it.Se
54、e“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 generated by The Times newsroom through our digital and print platforms.In addition,we
55、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 individually or through group corporate or group education subscriptions.Our access model general
56、ly 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 coverage.In addition to subscriptions to o
57、ur digital news product,we offer standalone subscriptions to our Games,Cooking and Audm products.(In the first quarter of 2020,we acquired a company that transforms journalism articles into audio that is made available in a subscription-based product named“Audm.”)Certain digital news subscription pa
58、ckages include access to our Games and Cooking products.Our products also include podcasts,which are distributed both on our digital platforms and on third-party platforms.We generate advertising and licensing revenue from this content,but do not charge users for access.The Timess print edition news
59、paper,published seven days a week in the United States,commenced publication in 1851.The Times also has an international 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
60、 publishing in Paris in 1887.Our print newspapers are sold in the United States and around the world through individual home-delivery subscriptions,bulk subscriptions(primarily by schools and hotels)and single-copy sales.Print home-delivery subscribers are entitled to receive free access to some of
61、our digital products.SUBSCRIPTIONS AND AUDIENCEOur content reaches a broad audience through both digital and print platforms.As of December 27,2020,we had approximately 7,523,000 paid subscriptions across 232 countries and territories to our digital and print products.Paid digital-only subscriptions
62、 totaled approximately 6,690,000 as of December 27,2020,an increase of approximately 52%compared with December 29,2019.This amount includes standalone paid subscriptions to our Games,Cooking and Audm products,which totaled approximately 840,000,726,000 and 34,000,respectively,as of December 27,2020.
63、International digital-only news subscriptions represented approximately 18%of our digital-only news subscriptions as of December 27,2020.The number of paid digital-only subscriptions also includes estimated group corporate and group education subscriptions(which collectively represent approximately
64、4%of total paid digital subscriptions to our news products).The number of paid group subscriptions is derived using the value of the relevant contract and a discounted subscription rate.The actual number of users who have access to our products through group subscriptions is substantially higher.P.2
65、 THE NEW YORK TIMES COMPANYIn the United States,The Times had the largest daily and Sunday print circulation of all seven-day newspapers for the six-month period ended September 30,2020,according to data collected by the Alliance for Audited Media(“AAM”),an independent agency that audits circulation
66、 of most U.S.newspapers and magazines.For the fiscal year ended December 27,2020,The Timess average print circulation(which includes paid and qualified circulation of the newspaper in print)was approximately 374,000 for weekday(Monday to Friday)and 854,000 for Sunday.(Under AAMs reporting guidance,q
67、ualified circulation represents copies available for individual consumers that are either non-paid or paid by someone other than the individual,such as copies delivered to schools and colleges and copies purchased by businesses for free distribution.)Average circulation for the international edition
68、 of our newspaper(which includes paid circulation of the newspaper in print and electronic replica editions)for the fiscal years ended December 27,2020,and December 29,2019,was approximately 105,000(estimated)and 164,000,respectively.These figures follow the guidance of Office de Justification de la
69、 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 and magazines in France.For 2020,this guidance excludes data from March through June 2020 in the calculation of annual average.The final 20
70、20 figure will not be available until April 2021.According to comScore Media Metrix,an online audience measurement service,in 2020,NYT had a monthly average of approximately 118 million unique visitors in the United States on either desktop/laptop computers or mobile devices.Globally,including the U
71、nited States,NYT had a monthly average of approximately 166 million unique visitors on either desktop/laptop computers or mobile devices,according to internal data estimates.ADVERTISING We have a comprehensive portfolio of advertising products and services.Advertising revenue is principally from adv
72、ertisers(such as technology,financial and luxury goods companies)promoting products,services or brands on digital platforms in the form of display ads,audio and video,and in print,in the form of column-inch ads.The majority of our advertising revenue is derived from offerings sold directly to market
73、ers by our advertising sales teams.A smaller proportion of our total advertising revenues is generated through programmatic auctions run by third-party advertising exchanges.Digital advertising includes our core digital advertising business and other digital advertising.Our core digital advertising
74、includes direct-sold website,mobile application,podcast,email and video advertisements.Other digital advertising includes advertising revenues generated by open-market programmatic advertising;creative services;Wirecutter,our review and recommendation product;and classified advertising.In 2020,digit
75、al advertising represented approximately 58%of our advertising revenues.Print advertising 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
76、,with premiums for color and positioning,and classified advertising is paid for on a per-line basis.The Times newspaper had the largest market share in 2020 in print advertising among a national newspaper set that consists of USA Today,The Wall Street Journal and The Times,according to MediaRadar,an
77、 independent agency that measures advertising sales volume.In 2020,print advertising represented approximately 42%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
78、.THE NEW YORK TIMES COMPANY P.3COMPETITIONOur digital and print products compete for subscriptions and advertising with other media in their respective markets.Competition for subscription revenue and audience is generally based upon content breadth,depth,originality,quality and timeliness;product e
79、xperience;format;price and access model;visibility on search engines and social media platforms and in mobile app stores;and service,while competition for advertising is generally based upon audience levels and demographics,advertising rates,service,targeting capabilities,advertising results and bre
80、adth of advertising offerings.As our industry continues to shift from print to digital media,our products face competition for audience,subscriptions and advertising from a wide variety of digital media(many of which are free to users),including news and other information websites and mobile applica
81、tions,news aggregators,sites that cover niche content,social media platforms,podcast distributors,and other forms of media.In addition,we compete for advertising on digital advertising networks and exchanges with real-time bidding and other programmatic buying channels.Our digital news product most
82、directly competes for audience,subscriptions and advertising with other U.S.and global news and information websites,mobile applications and digital products,including The Washington Post,The Wall Street Journal,CNN,BBC News,Vox,Buzzfeed,NPR,The Guardian and Financial Times.Our digital news product
83、also competes with customized news feeds,news aggregators and social media products by companies such as Apple,Google,Facebook and Twitter.Our audio journalism competes for audience and advertising with content from Spotify,NPR and others,and for audience with content in Apples products.Our print ne
84、wspaper competes for subscriptions and advertising primarily with the print editions of national newspapers such as The Washington Post and The Wall Street Journal;newspapers of general circulation in New York City and its suburbs;other daily and weekly newspapers in markets in which The Times is ci
85、rculated;and some national news and lifestyle magazines.The international edition of our newspaper competes with international sources of English-language news,including the Financial Times,Time,Bloomberg Business Week and The Economist,as well as pan-regional publications.OTHER BUSINESSESWe also de
86、rive revenue from other businesses,which primarily include:The Companys licensing 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 100 countries a
87、nd territories worldwide.The licensing division also handles digital archive 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 sel
88、ect content to third-party digital platforms for access by their users.Finally,the Company licenses content for use in,and collaborates with third parties in the development and production of,television and films;Wirecutter,a review and recommendation product that serves as a guide to technology gea
89、r,home products and other consumer goods.This product generates affiliate referral revenue(revenue generated by offering direct links to merchants in exchange for a portion of the sale price upon completion of a transaction);The Companys commercial printing operations,which utilize excess capacity a
90、t our College Point facility to print and distribute products for third parties;andThe Companys live events business,which hosts physical and virtual live events to connect audiences with our journalists and outside thought leaders,and is monetized through sponsorship and advertising.P.4 THE NEW YOR
91、K TIMES COMPANYPRINT PRODUCTION AND DISTRIBUTIONThe Times is currently printed at our production and distribution facility in College Point,N.Y.,as well as under contract at 24 remote print sites across the United States.We also utilize excess capacity at our College Point facility for commercial pr
92、inting and distribution for third parties.The Times is delivered to newsstands and retail outlets in the New York metropolitan area through a combination of third-party wholesalers and our own drivers.In other markets in the United States and Canada,The Times is delivered through agreements with oth
93、er newspapers and third-party delivery agents.The international edition of The Times is printed under contract at 26 sites throughout the world and is sold in over 130 countries and territories.It is distributed through agreements with other newspapers and third-party delivery agents.RAW MATERIALSTh
94、e primary raw materials we use are newsprint and coated paper,which we purchase from a number of North American and European producers.A significant portion of our newsprint is purchased from Resolute FP US Inc.,a subsidiary of Resolute Forest Products Inc.,a large global manufacturer of paper,marke
95、t pulp and wood products.In 2020 and 2019,we used the following types and quantities of paper:(In metric tons)20202019Newsprint(1)71,600 93,300 Coated and Supercalendered Paper(2)10,200 13,200(1)Newsprint usage includes paper used for commercial printing.(2)The Times uses a mix of coated and superca
96、lendered paper for The New York Times Magazine,and coated paper for T:The New YorkTimes Style Magazine.HUMAN CAPITALOur ability to attract,develop and maximize 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
97、of our mission and business and central to our long-term strategy.As we continue to transform the Company and foster a culture that enables our mission and people to thrive,we are focused on building a diverse,equitable and inclusive workplace and workforce that reflects the society that we report o
98、n;providing competitive compensation packages and otherwise incentivizing employees in unique and attractive ways;developing and promoting talent;and supporting the health,safety and well-being of our employees.Diversity,Equity and InclusionThe New York Times is driven by a simple but powerful missi
99、on:to seek the truth and help people understand the world.The diversity of our staff helps to make our news report deeper and richer,and better able to address the needs and experiences of our growing,global audience.Since 2017,we have published annually a report on diversity and inclusion to provid
100、e transparency in the composition of our workforce,and recently published a more detailed report and plan of action focused on transforming our culture and strengthening our systems and practices for developing and supporting our workforce.We have also taken a number of steps over the years to advan
101、ce our diversity,equity and inclusion goals,including:Building clear,fair and intentional processes for hiring,including requirements for recruiting diverse slates of job candidates;Conducting a pay equity analysis every two years to ensure that employees from traditionally under-represented groups
102、are not adversely impacted by pay bias,as well as regularly reviewing and benchmarking pay against external market data;Continuing to invest in diversifying the pipeline of future journalists at both The Times and the broader industry,by creating and expanding programs like The New York Times Fellow
103、ship Program,a one-year THE NEW YORK TIMES COMPANY P.5work program for up-and-coming journalists,hosting an annual Student Journalism Institute for journalists of color,and supporting many outside organizations dedicated to increasing diversity in journalism,technology and the media;Fostering an inc
104、lusive workplace through,among other things,sponsoring 11 employee resource groups for people who share identities and interests and expanding trainings on unconscious bias and leading diverse teams;and Adopting policies,processes and guidelines to promote productive,effective and respectful communi
105、cations with employees.Talent and Development Recognizing the critical importance of executive leadership to the success of the Company,the Board of Directors works with senior management to ensure that effective plans are in place for both short-term and long-term executive succession at the Compan
106、y.The Board conducts annually a detailed review of the Companys talent strategies,leadership pipeline and succession plans for key senior leadership roles.After a deliberate succession planning process,led by our Chairman and Publisher of The New York Times,A.G.Sulzberger,and the Presiding Director,
107、Brian P.McAndrews,the Board appointed Meredith Kopit Levien from within the organization to be the Companys President and Chief Executive Officer,effective September 2020.We also value ongoing development and continuous learning and strive to support and provide learning opportunities to our employe
108、es to invest in their career growth.Compensation and BenefitsWe offer a comprehensive compensation and benefits program designed to attract and maximize the contributions of talented individuals.The goal of this program is to meet the needs of our employees,support our strategic goals,mission and va
109、lues,drive a high-performance culture,and pay competitively and equitably.In line with our business goals,our compensation philosophy links compensation to achieving sustained high performance and creating long-term stockholder value.Health,Safety and WellnessThe physical and mental health,safety,we
110、ll-being and work-life balance of our employees is vital to our success.We sponsor a wellness program designed to enhance physical,financial and mental well-being for all of our employees.During the early stages of the Covid-19 pandemic,we assembled a broad,cross-functional team to lead and coordina
111、te the Companys overall response,including to support employees during an extended period of working from home and consider how our policies and practices around remote and distributed work should evolve.Among other things,we expanded remote work,established specialized employee engagement and feedb
112、ack initiatives,broadened benefit offerings and took early action in implementing protocols to protect the health and safety of our employees,many of whom were reporting on the frontlines of the pandemic.In addition,we introduced dependent care relief,an office supply reimbursement and ergonomic res
113、ources,mental health and wellness support,and a one-off bonus to all employees other than senior-most leaders to recognize their outstanding efforts and support them with any additional financial needs stemming from the pandemic.Workforce DemographicsWe had approximately 4,700 full-time equivalent e
114、mployees as of December 27,2020,which includes approximately 1,700 in our newsroom.Approximately 40%of our full-time equivalent employees were represented by unions as of December 27,2020,including certain employees at Wirecutter who formed a union in 2019.The following is a list of collective barga
115、ining agreements covering various categories of the Companys employees and their corresponding expiration dates.As indicated below,five collective bargaining agreements,under which approximately 30%of our full-time equivalent employees are covered,will expire within one year and negotiations for new
116、 contracts are either ongoing or expected to begin in the near future.We cannot predict the timing or the outcome of these negotiations.P.6 THE NEW YORK TIMES COMPANYEmployee CategoryExpiration DateNewsGuild of New YorkMarch 30,2021PaperhandlersMarch 30,2021PressmenMarch 30,2021StereotypersMarch 30,
117、2021Voice ActorsOctober 31,2021MachinistsMarch 30,2022MailersMarch 30,2023DriversMarch 30,2025TypographersMarch 30,2025In addition,we are in the process of negotiating an initial collective bargaining agreement with certain employees of Wirecutter.AVAILABLE INFORMATIONWe maintain a corporate website
118、 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 Form 8-K,and all amendments to those reports,and the Proxy Statement for our Annual Meeting of
119、 Stockholders are made available,free of charge,on this website as soon as reasonably practicable after such reports have been filed with or furnished to the SEC.In addition,we may periodically make announcements or disclose important information for investors on this website,including press release
120、s or news regarding our financial performance and other items that may be material or of interest to our investors.Therefore,we encourage investors,the media,and others interested in our Company to review the information we post on this website.The information contained on our corporate website is n
121、ot incorporated by reference into this filing.THE NEW YORK TIMES COMPANY P.7ITEM1A.RISKFACTORSYou should carefully consider the risk factors described below,as well as the other information included in this Annual Report on Form 10-K.Our business,financial condition,results of operations or the pric
122、e of our publicly traded securities could be materially adversely affected by any or all of these risks,or by other risks or uncertainties not presently known or currently deemed immaterial,that may adversely affect us in the future.Risks Related to Our Business and IndustryThe impact of the Covid-1
123、9 pandemic continues to create considerable uncertainty for our business.The global Covid-19 pandemic and efforts to contain it have continued to cause significant volatility,uncertainty and economic disruption.As with many companies,the pandemic has disrupted our business and could continue to do s
124、o for the foreseeable future.We derive substantial revenues from the sale of advertising(approximately 22%of our total revenues in 2020).Advertising spending is sensitive to overall economic conditions,and our advertising revenues are adversely affected if advertisers respond to weak and uneven econ
125、omic conditions by reducing their budgets or shifting spending patterns or priorities,or if they are forced to consolidate or cease operations.The worldwide economic conditions caused by the Covid-19 pandemic have materially adversely affected our advertising revenues.We expect our advertising reven
126、ues will likely continue to be adversely affected if and while these conditions persist,and some of our advertising revenues may not return to pre-pandemic levels once economic conditions improve.Likewise,the pandemic and attempts to contain it have resulted in the postponement and cancellation of l
127、ive events,which has adversely affected our revenues from live events and related services,and will continue to adversely affect these revenues to the extent these conditions persist.We derive the majority of our revenues from the sale of subscriptions(approximately 67%of our total revenues in 2020)
128、.Although we experienced significant growth in the number of subscriptions to our digital news and other products in 2020,we believe this growth rate was driven in part by an increase in traffic given the news environment,and we do not expect the 2020 growth rate to be sustainable or indicative of r
129、esults for future periods.In addition,the recent growth may reflect in part changes in how our users spend their time during the pandemic and/or the shifting forward of growth that we would have otherwise seen in subsequent periods.Accordingly,the rate of growth in our digital subscriptions may mode
130、rate due to slower acquisition and/or higher cancellations.Furthermore,to the extent that current or future economic conditions lead consumers to reduce spending on discretionary activities,subscribers may increasingly shift to lower-priced subscription options or may forgo subscriptions altogether.
131、In light of these factors,our ability to obtain new subscribers or to retain subscribers at their current or higher pricing levels could be hindered,reducing our subscription revenue.In addition,revenues from the single-copy and bulk sales of our print newspaper(which include our international editi
132、on and collectively represented approximately 6%of our total subscription revenues in 2020)have been,and we expect will continue to be,adversely affected as a result of widespread business closures,continued increased levels of remote working and reductions in travel.In response to public health rec
133、ommendations,government mandates and other concerns,we have altered certain aspects of our operations,including having the vast majority of our workforce work remotely.An extended period of remote work arrangements could introduce operational risk(including cybersecurity risk),result in a decline in
134、 productivity or otherwise negatively affect our ability to manage the business.In addition,if a significant portion of our workforce is unable to work,including because of illness,travel or government restrictions in connection with Covid-19 or shortages of necessary personal protective equipment,o
135、ur operations may be negatively impacted.We will continue to actively monitor the issues raised by the Covid-19 pandemic and may take further actions that alter our business operations as may be required or that we determine are appropriate.We have incurred and expect to continue to incur costs in c
136、onnection with the pandemic,including costs relating to our workforce,such as enhanced employee benefits.These costs have not been significant to date,but we may incur significant additional costs as circumstances evolve,including in connection with potential operational changes.It is not clear what
137、 the potential effects any such alterations or modifications may have on our business,including the effects on our financial results.The Times newspaper is printed at our production and distribution facility in College Point,N.Y.,as well as under contract at remote print sites.If a significant perce
138、ntage of our College Point employees were unable to work as P.8 THE NEW YORK TIMES COMPANYa result of the pandemic,our ability to print and distribute the newspaper and other commercial print products in the New York area could be negatively affected.To the extent our newsprint suppliers or print an
139、d distribution partners are further affected by renewed government“stay-at-home”mandates or recommendations,financial pressures,labor shortages or other circumstances relating to Covid-19 that lead to reduced operations or consolidations or closures of print sites and/or distribution routes,this cou
140、ld lead to an increase in costs to print and distribute our newspapers and/or a decrease in revenues if printing and distribution are disrupted.As a result of the pandemics effects,some of our print and distribution partners have taken steps to reduce the frequency with which newspapers are printed
141、and distributed,which may not be reversed even once economic conditions improve,and additional partners may take similar steps.It is possible that the frequency with which newspapers are printed and distributed by our partners may affect the frequency with which we are able to print and distribute o
142、ur newspaper,and significant disruptions to operations at our College Point production and distribution facility or at our newsprint suppliers or print and distribution partners could adversely affect our operating results.It is also possible that the Covid-19 pandemic may accelerate or worsen the o
143、ther risks discussed below.The extent to which the pandemic impacts us will depend on numerous evolving factors and future developments that we are not able to predict,including the scope and duration of the pandemic(including the extent of any resurgences thereof and the availability of effective t
144、reatments or vaccines);the impact of the pandemic on economic conditions and the companies with which we do business;governmental,business and other actions;travel restrictions and social distancing measures,among many other factors.We face significant competition in all aspects of our business.We o
145、perate in a highly competitive environment.We compete for subscription and advertising revenue with both traditional and other content providers,as well as news aggregators,search engines and social media platforms.Competition among these companies is robust,and new competitors can quickly emerge.Ou
146、r ability to compete effectively depends on many factors both within and beyond our control,including among others:our ability to continue delivering a breadth of high-quality journalism and content that is interesting and relevant to our audience;our reputation and brand strength relative to those
147、of our competitors;the popularity,usefulness,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
148、develop,maintain and monetize our products;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 mobi
149、le app stores,compared with that of our competitors;our ability to attract,retain,and motivate talented employees,including journalists,engineers,data scientists and product managers;our ability to provide advertisers with a compelling return on their investments;and our ability to manage and grow o
150、ur business in a cost-effective manner.Some of our current and potential competitors may 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 destination and subscription products,such as Appl
151、e and Google,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 our content wit
152、hin their products,impacting our ability to attract,engage and monetize users directly.THE NEW YORK TIMES COMPANY P.9Our success depends on our ability to improve and scale our technical infrastructure and respond and adapt to changes in technology and consumer behavior.Our ability to attract and re
153、tain our users is dependent upon the reliable performance and increasing capabilities of our products and our underlying technical 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,im
154、proving and scaling our technical infrastructure.Our failure to do so,or any significant disruption in our service,could damage our reputation,result in a potential loss or ineffective monetization of users,and adversely affect our financial results.These efforts are further complicated by the conti
155、nuing rapid evolution of technology in the media industry and changes in the preferences and expectations of consumers as they seek more control over how they consume content.Changes in technology and consumer behavior pose a number of challenges that could adversely affect our revenues and competit
156、ive 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 be unable to develop digital products consumers find engaging and that achieve a high level of market acceptance;we may
157、 introduce new products or services,or make changes to existing products and services,that are not received favorably by consumers;there may be changes in user sentiment about the quality or usefulness of our existing products or concerns related to privacy,security or other factors;we may fail to s
158、uccessfully manage changes implemented by social media 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 co
159、ntent and applications are discovered,prioritized,displayed and monetized;consumers may increasingly use technology(such as incognito browsing)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 us
160、ers who engage with our products;andthe 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
161、rates.We continue to invest significant resources to mitigate these potential risks and to build,maintain and evolve our products and technology infrastructure.These investments may adversely impact our operating results in the near term and there can be no assurance as to our ability to use new and
162、 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 infrastructure and prevent disruptions in our service.If we are not successf
163、ul in adapting our technical infrastructure and responding to changes in technology and consumer behavior,our business,financial condition and prospects may be adversely affected.A failure to continue to retain and grow our subscriber base could adversely affect our results of operations and busines
164、s.Revenue from subscriptions to our digital and print products makes up a majority of our total revenue.Subscriptions to our digital products generate substantial revenue for us,and our future growth and profitability depend upon our ability to retain and grow our digital subscriber base and audienc
165、e in the U.S.and abroad while maintaining attractive unit economics.To do so will require us to continue to evolve our subscription model,address changing consumer demands and developments in technology,and improve our digital products while continuing to deliver high-quality journalism and content
166、that our readers around the world find interesting,relevant and reliable.We have invested and will continue to invest significant resources in these efforts,but there is no assurance that we will be able to successfully maintain and increase our digital subscriber base or that we will be able to do
167、so without taking steps such as maintaining or reducing pricing or incurring subscription acquisition costs that would affect our subscription revenues,margin and/or profitability.P.10 THE NEW YORK TIMES COMPANYWe must continually add new subscriptions both to replace canceled subscriptions and to g
168、row our business.The rate at which we add new subscribers depends on many factors,including significant news events,promotional pricing and/or our marketing expenditures and effectiveness(which may be affected by industry changes such as the phase-out of browser support for third party cookies and o
169、f mobile operating systems for advertising identifiers),and may not be sustainable.Subscribers cancel their subscriptions for many reasons,including the end of promotional pricing or in response to increases or other adjustments we may implement from time to time in our subscription pricing.If we do
170、 not grow subscriptions on a net basis as expected,our margins,liquidity and results of operation may be adversely impacted.Expanding our audience and subscription base outside of the United States is part of our strategy and the growth of our business could be harmed if our expansion efforts do not
171、 succeed.Although we have a significant number of users outside of the United States,we are a U.S.-based company with limited experience in marketing our digital products in certain international regions and could be at a disadvantage compared with local and multinational competitors.Our continued e
172、xpansion will depend on our ability to adapt,on a cost-effective basis,our content,products,pricing and marketing for global audiences,including differences in content preferences;product-feature preferences;culture;language;and market dynamics such as user behavior,spending capability and payment p
173、rocessing systems.Our success will also depend on our ability to successfully manage changes implemented by search engines that affect the visibility of our content.In addition,non-U.S.users are not as familiar with our brand and may not perceive us as relevant or trustworthy.Our ability to retain a
174、nd grow our digital subscriber base also depends on the sustained engagement of users directly with our products,including the frequency,breadth and depth of their use.If users become less engaged with our products,or consume our content outside our products,they may be less likely to purchase subsc
175、riptions or renew their existing subscriptions,which would adversely affect our subscription revenues.In addition,we have implemented and may continue to implement changes in the free access we provide to our content and/or the pricing of our subscriptions that could have an adverse impact on our ab
176、ility to attract and retain our audience and subscription base.Print subscriptions continue to decline as the media industry has transitioned from being primarily print-focused to digital.If we are unable to offset continued revenue declines resulting from falling print subscriptions with revenue fr
177、om home-delivery price increases,our print subscription revenue will be adversely affected.In addition,if we are unable to offset and ultimately replace continued print subscription revenue declines with other sources of revenue,our operating results will be adversely affected.Subscription revenue m
178、ay be sensitive to discretionary spending and economic conditions in the markets we serve.To the extent economic conditions lead consumers to reduce spending on discretionary activities,our ability to retain current and obtain new subscribers or implement price increases could be hindered,thereby re
179、ducing our subscription revenue.Our advertising revenues are affected by numerous factors,including economic conditions,market dynamics,audience fragmentation,evolving digital advertising trends and the evolution of our strategy.We derive substantial revenues from the sale of advertising in our prod
180、ucts.Advertising spending is sensitive to overall economic conditions,and our advertising revenues could be adversely affected if advertisers respond to weak and uneven economic conditions by reducing their budgets or shifting spending patterns or priorities,or if they are forced to consolidate or c
181、ease operations.The worldwide economic conditions caused by the Covid-19 pandemic have materially adversely affected our advertising revenues.We expect our advertising revenues will likely continue to be adversely affected if and while these conditions persist,and some of our advertising revenues ma
182、y not return to pre-pandemic levels once economic conditions improve.In determining whether to buy advertising,our advertisers consider the demand for our products,demographics of our reader base,advertising rates,results observed by advertisers,breadth and perceived effectiveness of advertising off
183、erings and alternative advertising options.Although print advertising revenue continues to represent a significant portion of our total advertising revenue(approximately 42%of our total advertising revenues in 2020),the overall proportion continues to decline.This trend was further accelerated as so
184、me of our traditional print advertisers,such as entertainment,luxury and retail,have been under particular pressure as a result of the effects of the Covid-19 pandemic and efforts to contain it,and a further decline in the economic prospects of these and other advertisers could alter current or pros
185、pective advertisers THE NEW YORK TIMES COMPANY P.11spending priorities or result in consolidation or closures across various industries,which may reduce the Companys overall advertising revenue.In addition,the increased popularity of digital media among consumers has driven a corresponding shift in
186、demand from print advertising to digital advertising.However,our digital advertising revenue has not replaced,and may not replace in full,print advertising revenue lost as a result of the shift.Large digital platforms,such as Facebook,Google and Amazon,which have greater audience reach,audience data
187、 and targeting capabilities than we do,command a 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 affe
188、cted,and will likely continue to affect,our ability to attract and retain advertisers and to maintain or increase our advertising rates.The digital advertising market itself continues to undergo change.Digital advertising networks and exchanges with real-time bidding and other programmatic buying ch
189、annels that allow advertisers to buy audiences at scale play a significant role in the advertising marketplace and have caused and may continue to cause further downward pricing pressure and the loss of a direct relationship with marketers.Growing consumer reliance on mobile devices creates addition
190、al pressure,as mobile display advertising does not command the same rates as desktop advertising.Our digital advertising operations rely on a small number of significant technologies(particularly Googles ad manager)which,if interrupted or meaningfully changed,or if the providers leverage their power
191、 to alter the economic structure,could have an adverse impact on our advertising revenues,operating costs and/or operating results.Evolving standards for the delivery of digital advertising,as well as the development and implementation of technology,regulations,policies and practices that adversely
192、affect our ability to deliver,target or measure the effectiveness of advertising(such as blocking the display of advertising and/or cookies and the phase-out of browser support for third party cookies and of mobile operating systems for advertising identifiers),may also adversely affect our advertis
193、ing revenues if we are unable to develop effective solutions to mitigate their impact.As the digital advertising market continues to evolve,our ability to compete successfully for advertising budgets will depend on,among other things,our ability to engage and grow digital audiences,collect and lever
194、age data,and demonstrate the value of our advertising and the effectiveness of our products to advertisers.We have continued to take 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-mar
195、ket programmatic advertising in our iOS and Android mobile applications.While these changes may result in 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.O
196、ur brand and reputation are key assets of the Company,and negative perceptions or publicity could adversely affect our business,financial condition and results of operations.We believe The New York Times brand is a powerful and trusted brand with an excellent reputation for high-quality independent
197、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 in the perceived value of independent journalism or general trust in the me
198、dia,which may be in part as a result of changing political and cultural environments in the U.S.and abroad or active campaigns by domestic and international political and commercial actors.We may introduce new products or services that users do not like and that may negatively affect our brand.We al
199、so may fail to provide adequate customer service,which could erode confidence in our brand.Our reputation could also be damaged by failures 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 succes
200、sful.To the extent our brand and reputation are damaged,our ability to attract and retain readers,subscribers,advertisers and/or employees could be adversely affected,which could in turn have an adverse impact on our business,revenues and operating results.P.12 THE NEW YORK TIMES COMPANYThe internat
201、ional 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 available globally.We are focused on further expanding the international scope of ou
202、r 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 to our content and products;the expulsion of journalists or other employees;or oth
203、er 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 security of our journalists and other employees;potential economic,legal,political or
204、 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 a disease or severe weather)that could adversely affect the companies with which we do business
205、;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 intellectual property and other rights under varying legal regimes;complying with international laws
206、and regulations,including those governing intellectual property,libel and defamation,labor and employment,tax,consumer privacy and the collection,use,retention,sharing and security of consumer and staff data;restrictions on the ability of U.S.companies to do business in foreign countries,including r
207、estrictions on foreign ownership,foreign investment or repatriation of funds;higher-than-anticipated costs of entry;andcurrency exchange rate fluctuations.Adverse developments in any of these areas could have an adverse impact on our business,financial condition and results of operations.For example
208、,we may incur increased costs necessary to comply with existing and newly adopted laws and regulations or penalties for any failure to comply.If we are unable to attract and maintain a highly skilled and diverse workforce,it could have a negative impact on our competitive position,reputation,busines
209、s,financial condition or results of operations.Our ability to attract,develop and maximize 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.Qua
210、lified individuals are in high demand,particularly journalists,engineers,data scientists and product managers in New York City,and our employees and individuals we seek to hire are highly sought after by our competitors and other companies.Our continued ability to attract and retain highly skilled j
211、ournalists and other personnel for all areas of our organization depends on many factors,including maintaining our reputation,as well as a diverse and inclusive work environment.In addition,we must continue to offer competitive compensation and benefits,and this could result in increased costs to at
212、tract,develop and retain them.We must also continue to adapt to ever-changing workplace and workforce dynamics,including in connection with increased levels of remote working as a result of the Covid-19 pandemic and other changes in the business and cultural landscape.Failing to adapt effectively to
213、 these changes and employee expectations could impact our ability to compete effectively(including for talent)or have an adverse impact on our corporate culture or operations.If we are unable to attract and maintain a highly skilled and diverse workforce,it would negatively impact our competitive po
214、sition and reputation,and could adversely affect our business,financial condition or results of operations.THE NEW YORK TIMES COMPANY P.13Adverse results from litigation or governmental investigations can impact our business practices and operating results.From time to time,we are party to litigatio
215、n,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 the Notes to the Consolidated Financial Statements regarding certain matters.A
216、dverse outcomes in lawsuits or investigations could result in significant monetary damages or injunctive relief that could adversely affect our results of operations or financial condition as well as our ability to conduct our business as it is presently being conducted.In addition,regardless of mer
217、it or outcome,such proceedings can have an adverse impact on the Company as a result of legal costs,diversion of management and other personnel,and other factors.Risks Related to Investments,Acquisitions and DivestituresInvestments we make in new and existing products and services expose us to risks
218、 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 develop new products and services.These investments have included,among others:enhancem
219、ents to our core news product and our other products(including our Games,Cooking,Wirecutter and audio products);investments in our podcasts,film and television initiatives and childrens product initiative;as well as investments in our commercial printing and other ancillary operations.These efforts
220、present numerous risks and challenges,including the potential need for us to appeal to new audiences;develop additional expertise in certain areas;technological and operational challenges;the need to effectively allocate capital resources;new and/or increased costs(including marketing costs and cost
221、s to recruit,integrate and retain skilled employees);risks associated with strategic relationships such as content licensing;new competitors(some of which may have more resources and experience in certain areas);and additional legal and regulatory risks from expansion into new areas.As a result of t
222、hese and other risks and challenges,growth into new areas may divert internal resources and the attention of our management and other personnel,including journalists and product and technology specialists.Although we believe we have a strong and well-established reputation as a global media company,
223、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 products a
224、nd 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 our bu
225、siness,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 engage in discussions,evalua
226、te opportunities and enter into agreements for possible acquisitions,divestitures,investments and other transactions.We may also consider the acquisition of,or investment in,specific properties,businesses or technologies that fall outside our traditional lines of business and diversify our portfolio
227、,including those that may operate in new and developing industries,if we deem such properties sufficiently attractive.Acquisitions may involve significant risks and uncertainties,including:difficulties in integrating acquired businesses(including cultural challenges associated with integrating emplo
228、yees from the acquired company into our organization);diversion of management attention from other business concerns or resources;use of resources that are needed in other parts of our business;possible dilution of our brand or harm to our reputation;the potential loss of key employees;risks associa
229、ted with new strategic relationships;P.14 THE NEW YORK TIMES COMPANYrisks associated with integrating financial reporting,internal control and information technology systems;andother unanticipated problems and liabilities.Competition for certain types of acquisitions is significant.Even if successfu
230、lly negotiated,closed and integrated,certain acquisitions or investments may prove not to advance our business strategy,may cause us to incur unanticipated costs or liabilities and may fall short of expected return on investment targets,which could adversely affect our business,results of operations
231、 and financial condition.In 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,results of operations an
232、d financial condition.These include,among others,the inability to find potential buyers on favorable terms,disruption to our business and/or diversion of management attention from other business concerns,loss of key employees and possible retention of certain liabilities related to the divested busi
233、ness.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 these businesses.Our invest
234、ments 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 Our Operating CostsThe fi
235、xed cost nature of significant portions of our expenses may limit our operating flexibility and could adversely affect our results of operations.Significant portions of our expenses,including employee-related costs,are fixed costs that neither increase nor decrease proportionately with revenues.In a
236、ddition,our ability to make short-term adjustments to manage our costs or to make changes to our business strategy may be limited by certain of our collective bargaining agreements.If we were unable to implement cost-control efforts or reduce our fixed costs sufficiently in response to a decline in
237、our revenues,our results of operations will be adversely affected.The size and volatility of our pension plan obligations may adversely affect our operations,financial condition and liquidity.We sponsor a frozen single-employer defined benefit pension plan.Although we have frozen participation and b
238、enefits under our single-employer plan and have taken other steps to reduce the size and volatility of our pension plan obligations,our results of operations will be affected by the amount of income or expense we record for,and the contributions we are required to make to,this plan.In addition,the C
239、ompany and the NewsGuild of New York jointly sponsor a defined benefit plan that continues to accrue active benefits for employees represented by the NewsGuild.We are required to make contributions to our plans to comply with minimum funding requirements imposed by laws governing those plans.As of D
240、ecember 27,2020,our qualified defined benefit pension plans had plan assets that were approximately$36 million above the present value of future benefits obligations.Our obligation to make additional contributions to our plans,and the timing of any such contributions,depends on a number of factors,m
241、any of which are beyond our control.These include:legislative changes;assumptions about mortality;and economic conditions,including a low interest rate environment or sustained volatility and disruption in the stock and bond markets,which impact discount rates and returns on plan assets.As a result
242、of required contributions to our qualified pension plans,we may have less cash available for working capital and other corporate uses,which may have an adverse impact on our results of operations,financial condition and liquidity.In addition,the Company sponsors several non-qualified pension plans,w
243、ith unfunded obligations totaling$260 million.Although we have frozen participation and benefits under all but one of these plans,and have taken other steps to reduce the size and volatility of our obligations under these plans,a number of factors,including THE NEW YORK TIMES COMPANY P.15changes in
244、discount rates or mortality tables,may have an adverse impact on our results of operations and financial condition.Our participation in multiemployer pension plans may subject us to liabilities that could materially adversely affect our results of operations,financial condition and cash flows.We par
245、ticipate in,and make periodic contributions to,various multiemployer pension plans that cover many of our current and former production and delivery employees and a small number of voice actors who work on Audm,our read-aloud audio service.Our required contributions to certain plans have increased a
246、s our commercial printing operations have expanded.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 compani
247、es to pay their withdrawal liability,low interest 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 exten
248、t of that plans funding of vested benefits.If a multiemployer pension plan in which we participate has significant underfunded liabilities,such underfunding will increase the size of our potential withdrawal liability.In addition,under federal pension law,special funding rules apply to multiemployer
249、 pension plans that are classified as“endangered,”“critical”or“critical and declining.”If plans in which we participate are in critical status,benefit reductions may apply and/or we could be required to make additional contributions.We have recorded significant withdrawal liabilities with respect to
250、 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 Media Group in 2012)and may record additional liabilities in the future.In addition,due to declines in our contributions,we have recorded with
251、drawal liabilities for actual and estimated partial withdrawals from several plans in which we continue to participate.Until demand letters from some of the multiemployer pension funds are received,the exact amount of the withdrawal liability will not be fully known and,as such,a difference from the
252、 recorded estimate could have an adverse effect on our results of operations,financial condition and cash flows.Several of the multiemployer plans in which we participate are specific to the newspaper industry,which continues to undergo significant pressure.A withdrawal by a significant percentage o
253、f participating employers may result in a mass withdrawal declaration by the trustees of one or more of these plans,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 contr
254、ibution base units or a partial cessation of our obligation to contribute,additional liabilities would need to be recorded that could have an adverse effect on our business,results of operations,financial condition or cash flows.Legislative changes could also affect our funding obligations or the am
255、ount of withdrawal liability we incur if a withdrawal were to occur.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 operations.Approxi
256、mately 40%of our full-time equivalent employees were represented by unions as of December 27,2020.As a result,we are required to negotiate the wages,benefits and other terms and conditions of employment with many of our employees collectively.Our results could be adversely affected if future labor n
257、egotiations or contracts were to further restrict our ability to maximize the efficiency of our operations,or if a larger percentage of our workforce were to be unionized.If we are unable to negotiate labor contracts on reasonable terms,or if we were to experience labor unrest or other business inte
258、rruptions in connection with labor negotiations or otherwise,our ability to produce and deliver our products could be impaired.In addition,our ability to make adjustments to control compensation and benefits costs,change our strategy or otherwise adapt to changing business needs may be limited by th
259、e terms and duration of our collective bargaining agreements.P.16 THE NEW YORK TIMES COMPANYA significant increase in the price of newsprint,or significant disruptions in our newsprint supply chain or newspaper printing and distribution channels,would have an adverse effect on our operating results.
260、The cost of raw materials,of which newsprint is the major component,represented approximately 3%of our total operating costs in 2020.The price of newsprint has historically been volatile and could increase as a result of various factors,including:a reduction in the number of newsprint suppliers due
261、to restructurings,bankruptcies,consolidations and conversions to other grades of paper;increases in supplier operating expenses due to rising raw material or energy costs or other factors;currency volatility;tariffs on certain paper imports from Canada into the United States;andan inability to maint
262、ain existing relationships with our newsprint suppliers.We also rely on suppliers for deliveries of newsprint,and the availability of our newsprint supply may be affected by various factors,including labor unrest,transportation issues and other disruptions that may affect deliveries of newsprint.Out
263、side the New York area,The Times is printed and distributed under contracts with print and distribution partners across the United States and internationally.To the extent that financial pressures,newspaper industry economics or other circumstances affect our print and distribution partners and/or l
264、ead 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 printing and distribution are disrupted.As a result of the pandemics effects,some of our print an
265、d distribution partners have taken steps to reduce the frequency with which newspapers are printed and distributed,which may not be reversed even once economic conditions improve,and additional partners may take similar steps.It is possible that the frequency with which newspapers are printed and di
266、stributed by our partners may affect the frequency with which we are able to print and distribute our newspaper.If newsprint prices increase significantly or we experience significant disruptions in our newsprint supply chain or newspaper printing and distribution channels,our operating results may
267、be adversely affected.Risks Related to Information Systems and Other TechnologySecurity breaches and other network and information systems disruptions could affect our ability to conduct our business effectively and damage our reputation.Our systems store and process confidential subscriber,employee
268、 and other sensitive personal and Company data,and therefore maintaining our network security is of critical importance.In addition,we rely on the technology and systems provided by third-party vendors(including cloud-based service providers)for a variety of operations,including encryption and authe
269、ntication technology,employee email,domain name registration,content delivery to customers,administrative functions(including payroll processing and certain finance and accounting functions)and other operations.We regularly face attempts by malicious actors to breach our security and compromise our
270、information technology systems.These attackers may use a blend of technology and social engineering techniques(including denial of service attacks,phishing attempts intended to induce our employees and users to disclose information or unwittingly provide access to systems or data,and other technique
271、s),to disrupt service or exfiltrate data.Information security threats are constantly evolving,increasing the difficulty of detecting and successfully defending against them.The risk from activities of this nature may also increase during times of instability,including during the Covid-19 pandemic as
272、 online activity increases and operational changes such as remote working are in effect for the vast majority of our workforce.To date,no incidents have had,either individually or in the aggregate,a material adverse effect on our business,financial condition or results of operations.In addition,our
273、systems,and those of third parties upon which our business relies,may be vulnerable to interruption or damage that can result from the effects of natural disasters or climate change(such as increased storm THE NEW YORK TIMES COMPANY P.17severity and flooding);fires;power,systems or internet outages;
274、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 designed to reduce the impact of a security breach at our third-party vend
275、ors.Efforts to prevent hackers from disrupting our service or otherwise accessing our systems are expensive to develop,implement and maintain.These efforts require ongoing monitoring and updating as technologies change and efforts to overcome security measures become more sophisticated,and may limit
276、 the functionality of or otherwise negatively impact our products,services and systems.Although the costs of the controls and other measures we have taken to date have not had a material effect on our financial condition,results of operations or liquidity,there can be no assurance as to the costs of
277、 additional controls and measures that we may conclude are necessary in the future.There can also be no assurance that the actions,measures and controls we have implemented will be effective against future attacks or be sufficient to prevent a future security breach or other disruption to our networ
278、k 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,improper disclosure of personal data or confidential information,or theft or misuse of our intellectual pr
279、operty,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 us to liability under laws that protect personal data,or otherwise adversely affect our business.While
280、 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.Failure to comply with laws and regulations,including with respect to privacy,data protection and con
281、sumer marketing practices,could adversely affect our business.Our business is subject to various laws and regulations of local and foreign jurisdictions,including laws and regulations with respect to privacy and the collection and use of personal data,as well as laws and regulations with respect to
282、consumer marketing practices.Various 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 the data we receive from and about individuals.Failure to protect confidential data,provid
283、e 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 regulations are evolving and subject to potentially differing interpretations,and various federal a
284、nd 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 Protection Regulation adopted by the European Union imposes stringent data protection requirements a
285、nd 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 ePrivacy Regulation is expected to impose,with respect to electronic communications,stricter data
286、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 products,including with respect to subscriptions,billing and auto-renewal.These laws and regulatio
287、ns 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 laws and regulations(or new interpretations of existing laws and regulations)have imposed and ma
288、y continue to impose obligations that may affect our business,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 g
289、overn our business operations,as well as any failure,or perceived failure,by us or the third parties upon which we rely to comply with our own posted policies,could result in claims against us by governmental entities or others,negative publicity and a loss of confidence in us by our users and adver
290、tisers.Each of these potential consequences could adversely affect our business and results of operations.P.18 THE NEW YORK TIMES COMPANYWe are subject to payment processing risk.We accept payments using a variety of different payment methods,including credit and debit cards and direct debit.We rely
291、 on internal systems as well as those of third parties to process payments.Acceptance and processing of these payment methods are subject to certain certifications,rules and regulations.To the extent there are disruptions in our or third-party payment processing systems,material changes in the payme
292、nt ecosystem,failure to recertify and/or changes to rules or regulations concerning payment processing,we could experience increased costs,be subject to fines and/or civil liability,or lose our ability to accept credit and debit card payments,which could impact our ability to collect subscription an
293、d advertising revenues,harm our reputation and adversely impact our results of operations.Defects,delays or interruptions in the cloud-based hosting services we utilize could adversely affect our reputation and operating results.We currently utilize third-party subscription-based software services a
294、s well as public cloud infrastructure services to provide solutions for many of our computing and bandwidth needs.Any interruptions to these services generally,including as a result of the effects of the Covid-19 pandemic,could result in interruptions in service to our subscribers and advertisers an
295、d/or the Companys critical business functions,notwithstanding any business continuity or disaster recovery plans or agreements that may currently be in place with some of these providers.This could result in unanticipated downtime and/or harm to our reputation and operating results.Risks Related to
296、Intellectual PropertyOur business may suffer if we cannot protect our intellectual property.Our business depends on our intellectual property,including our valuable brand,content,services and internally developed technology.We believe the protection and monetization of our proprietary trademarks and
297、 other intellectual property are critical to our continued success and our competitive position.Unauthorized parties have unlawfully misappropriated our brand,content,services,technology and other intellectual property or may attempt to do so,and the measures we have taken to protect our proprietary
298、 rights may not be sufficient to fully address or prevent all third-party infringement.The Internet,combined with advancements in technology,has made unauthorized copying and wide dissemination of unlicensed content easier,including by anonymous foreign actors.At the same time,enforcement of our int
299、ellectual property rights has become more challenging.As our business and the presence and impact of bad actors become more global in scope,we may not be able to protect our proprietary rights in a cost-effective manner in other jurisdictions.In addition,intellectual property protection may not be a
300、vailable in every country in which our products and services are distributed or made available through the Internet.If we are unable to protect and enforce our intellectual property rights,we may not succeed in realizing the full value of our assets,and our business,brand and profitability may suffe
301、r.In addition,if we must litigate in the United States or elsewhere to enforce our intellectual property rights,such litigation may be costly and time consuming.We have been,and may be in the future,subject to claims of intellectual property infringement that could adversely affect our business.We p
302、eriodically receive claims from third parties alleging violations of their intellectual property rights.These third parties include rights holders seeking to enforce and/or monetize intellectual property they own or otherwise have rights to through asserting claims of infringement or misuse.Even if
303、we believe that these claims of intellectual property infringement are without merit,defending against them can be time-consuming,expensive to litigate or settle and a diversion of management attention.As our Company grows and publishes more content on our own platforms and third-party platforms(lik
304、e social media),the likelihood of receiving incoming claims of infringement also rises.These third-party intellectual property infringement claims,if successful,may require us to enter into royalty or licensing agreements on unfavorable terms,use more costly alternative technology,alter certain of o
305、ur operations or otherwise incur substantial monetary liability.The occurrence of any of these events as a result of these claims could result in substantially increased costs or otherwise adversely affect our business.THE NEW YORK TIMES COMPANY P.19Risks Related to the Terms of Our Debt and Common
306、StockThe terms of our credit facility impose restrictions on our operations that could limit our ability to undertake certain actions.In September 2019,we entered into a$250.0 million five-year unsecured credit facility(the“Credit Facility”).Certain of our domestic subsidiaries have guaranteed our o
307、bligations under the Credit Facility.As of December 27,2020,there were no outstanding borrowings under the Credit Facility.See“Managements Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources”for a description of the Credit Facility.The Credit Faci
308、lity contains various customary affirmative and negative covenants,including certain financial covenants and various incurrence-based negative covenants imposing potentially significant restrictions on our operations.These covenants restrict,subject to various exceptions,our ability to,among other t
309、hings:incur debt(directly or by third-party guarantees);grant liens;pay dividends;make investments;make acquisitions or dispositions;andprepay debt.Any of these restrictions and limitations could make it more difficult for us to execute our business strategy.We may not have access to the capital mar
310、kets on terms that are acceptable to us or may otherwise be limited in our financing options.From time to time the Company may need or desire to access the long-term and short-term capital markets to obtain financing.The Companys access to,and the availability of,financing on acceptable terms and co
311、nditions in the future will be impacted by many factors,including,but not limited to:(1)the Companys financial performance;(2)the Companys credit ratings or absence of a credit rating;(3)liquidity of the overall capital markets;and(4)the state of the economy.There can be no assurance that the Compan
312、y will continue to have access to the capital markets on terms acceptable to it.In addition,macroeconomic conditions,such as volatility or disruption in the credit markets,could adversely affect our ability to obtain financing to support operations or to fund acquisitions or other capital-intensive
313、initiatives.Our Class B Common Stock is principally held by descendants of Adolph S.Ochs,through a family trust,and this control could create conflicts of interest or inhibit potential changes of control.We have two classes of stock:Class A Common Stock and Class B Common Stock.Holders of Class A Co
314、mmon Stock are entitled to elect 30%of the Board of Directors and to vote,with holders of Class B Common Stock,on the reservation of shares for equity grants,certain material acquisitions and the ratification of the selection of our auditors.Holders of Class B Common Stock are entitled to elect the
315、remainder of the Board of Directors and to vote on all other matters.Our Class B Common Stock is principally held by descendants of Adolph S.Ochs,who purchased The Times in 1896.A family trust holds approximately 95%of the Class B Common Stock.As a result,the trust has the ability to elect 70%of the
316、 Board of Directors and to direct the outcome of any matter that does not require a vote of the Class A Common Stock.Under the terms of the trust agreement,the trustees are directed to retain the Class B Common Stock held in trust and to vote such stock against any merger,sale of assets or other tra
317、nsaction pursuant to which control of The Times passes from the trustees,unless they determine that the primary objective of the trust can be achieved better by the implementation of such transaction.Because this concentrated control could discourage others from initiating any potential merger,takeo
318、ver or other change of control transaction that may otherwise be beneficial to our businesses,the market price of our Class A Common Stock could be adversely affected.P.20 THE NEW YORK TIMES COMPANYITEM1B.UNRESOLVEDSTAFFCOMMENTSNone.ITEM2.PROPERTIESOur principal executive offices are located at 620
319、Eighth Avenue,New York,New York,in our headquarters building,which was completed in 2007 and consists of approximately 1.54 million gross square feet(the“Company Headquarters”).We own a leasehold condominium interest representing approximately 828,000 gross square feet in the building.In December 20
320、19,we repurchased the portion of the condominium interest that we had sold and simultaneously leased back in 2009(the“Condo Interest”)for$245.3 million and,as a result,we now own our interest in the building unencumbered.As of December 27,2020,we had leased approximately 12.5 floors to third parties
321、.In addition,we have a printing and distribution facility with 570,000 gross square feet located in College Point,N.Y.,on a 31-acre site.In 2019,we exercised our option to purchase the property,which was previously owned by the City of New York,for approximately$6.9 million.ITEM3.LEGALPROCEEDINGSWe
322、are involved in various legal actions incidental to our business that are now pending against us.These actions generally have damage claims that are greatly in excess of the payments,if any,that we would be required to pay if we lost or settled the cases.Although the Company cannot predict the outco
323、me of these matters,it is possible that an unfavorable outcome in one or more matters could be material to the Companys consolidated results of operations or cash flows for an individual reporting period.However,based on currently available information,management does not believe that the ultimate r
324、esolution of these matters,individually or in the aggregate,is likely to have a material effect on the Companys financial position.ITEM 4.MINE SAFETY DISCLOSURESNot applicable.THE NEW YORK TIMES COMPANY P.21EXECUTIVE OFFICERS OF THE REGISTRANTNameAgeEmployedByRegistrantSinceRecent Position(s)Held as
325、 of February 25,2021A.G.Sulzberger402009Chairman(since January 2021)and Publisher of The Times(since 2018);Deputy Publisher(2016 to 2017);Associate Editor(2015 to 2016);Assistant Editor(2012 to 2015)Meredith Kopit Levien492013President and Chief Executive Officer(since September 2020);Executive Vice
326、 President and Chief Operating Officer(2017 to September 2020);Executive Vice President and Chief Revenue Officer(2015 to 2017);Executive Vice President,Advertising(2013 to 2015);Chief Revenue Officer,Forbes Media LLC(2011 to 2013)R.Anthony Benten571989Senior Vice President,Treasurer(since 2016)and
327、Chief Accounting Officer(since 2019);Corporate Controller(2007 to 2019);Senior Vice President,Finance(2008 to 2016)Diane Brayton522004Executive Vice President,General Counsel(since 2017)and Secretary(since 2011);Interim Executive Vice President,Talent&Inclusion(August 2020 to January 2021);Deputy Ge
328、neral Counsel(2016);Assistant Secretary(2009 to 2011)and Assistant General Counsel(2009 to 2016)Roland A.Caputo 601986Executive Vice President and Chief Financial Officer(since 2018);Executive Vice President,Print Products and Services Group(2013 to 2018);Senior Vice President and Chief Financial Of
329、ficer,The New York Times Media Group(2008 to 2013)Jacqueline Welch512021Executive Vice President and Chief Human Resources Officer(since January 2021);Senior Vice President,Chief Human Resources Officer and Chief Diversity Officer,Freddie Mac(2016 to 2020);independent consultant(2014 to 2016);Senior
330、 Vice President,Human Resources International(2010 to 2013)and Senior Vice President,Talent Management and Diversity(2008 to 2010),Turner BroadcastingP.22 THE NEW YORK TIMES COMPANYPARTIIITEM5.MARKETFORTHEREGISTRANTSCOMMONEQUITY,RELATEDSTOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIESMAR
331、KET INFORMATIONThe Class A Common Stock is listed on the New York Stock Exchange under the trading symbol“NYT.”The Class B Common Stock is unlisted and is not actively traded.The number of security holders of record as of February 19,2021,was as follows:Class A Common Stock:4,968;Class B Common Stoc
332、k:25.In February 2021,the Board of Directors approved a quarterly dividend of$0.07 per share.We currently expect to continue to pay comparable cash dividends in the future,although changes in our dividend program may be considered by our Board of Directors in light of our earnings,capital requiremen
333、ts,financial condition and other factors considered relevant.In addition,our Board of Directors will consider restrictions in any future indebtedness.ISSUER PURCHASES OF EQUITY SECURITIES(1)PeriodTotalnumberofsharesofClassACommon Stockpurchased(a)AveragepricepaidpershareofClass ACommonStock(b)TotalnumberofsharesofClassACommon Stockpurchasedaspartofpubliclyannouncedplansor programs(c)Maximumnumber(
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