This section highlights specific risks that could affect us and our businesses. You should carefully consider each of the risk factors described below,following risks, as well as the other information included in this Annual Report on Form 10-K. Our business, financial condition, or results of operations and/or the price 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.

We operate in a highly competitive environment.environment that is subject to rapid change. We compete for audience share and subscribers, as well as subscription, and advertising revenue with both traditional publishers and other revenues such as licensing and affiliate referral revenues. Our competitors include content providers.providers and distributors, as well as news aggregators, search engines and social media platforms. Competition among these companies offering online content is intense,robust, and new competitors can quickly emerge. Some of our current and potential competitors may have greater resources than we do, which may allow them to compete more effectively than us.  

Our ability to compete effectively depends on many factors both within and beyond our control, including among others:

our reputation and brand strength relative to thoseSome of our competitors.

we may be unableRevenue from subscriptions to developour digital and print products for mobile devices or other digital platforms that consumers find engaging, that work withmakes up a variety of operating systems and networks and that achieve a high level of market acceptance;

Our ability to attract and grow our business;

Consumers’ willingness to subscribe to our products may depend on delivery platformsa variety of third partiesfactors, including their engagement, our subscription plans and pricing, the perceived differentiated value of being a subscriber, our ability to adapt to changes in technology, consumers’ discretionary spending habits, and our marketing expenditures and effectiveness, as well as other factors within and outside our control. Our ability to attract subscribers also depends on the size and speed of development of the markets for high-quality, English-language news, sports information, puzzles, recipes, shopping advice and/or audio journalism, which are uncertain. We may leadalso face additional challenges in expanding our subscriber bases to limitations on monetizationnew audiences, which is part of our products,strategy, and the loss of control over distributiongrowth of our business could be harmed if our expansion efforts do not succeed. For example, we could be at a disadvantage compared with local and multinational competitors who may devote more resources to local or regional coverage than we do. Our continued expansion will depend on our ability to adapt, on a cost-effective basis, our content, products, pricing, marketing and losspayment processing systems for new audiences. As we increase the size of our subscriber base, we expect it will become increasingly difficult to maintain our rate of growth.

We must also manage the rate at which subscriptions to our products are canceled — what we refer to as our “churn.” Subscriptions are canceled for a direct relationshipvariety of reasons, including the factors referenced above that impact consumers’ willingness to subscribe to our products as well as subscribers’ perception that they do not engage with our audience.content sufficiently, the end of promotional pricing or other adjustments in our subscription pricing, changes in the payment industry (including changes in payment regulations, standards or policies), and the expiration of subscribers’ credit cards. New subscriber cohorts may not retain at the same rate as prior cohorts of subscribers, particularly as we endeavor to encourage users who may spend less time with our products to subscribe.

RespondingThe future growth of our business and profitability also depends on our ability to thesesuccessfully monetize our subscriber relationships. We are investing in efforts to encourage subscribers to use and pay for multiple products, primarily through our multi-product digital bundle and the integration of our digital products, but there can be no assurance that such efforts will be successful in attracting, retaining and monetizing subscribers. We have also invested in efforts to align our pricing model with users’ willingness to pay, and may continue to implement changes may require significant investment.in our pricing, subscription plans or pricing model that could have an adverse impact on our ability to attract, engage and retain subscribers.

The number of print subscribers continues to decline as the media industry has transitioned from being primarily print-focused to digital and we do not expect this trend to reverse. We maywill be limited in our ability to invest funds and resources inoffset the resulting print revenue declines with revenue from home-delivery price increases, particularly as our print product becomes more expensive relative to other media alternatives, including our digital products, services or opportunities, and we may incur expense in building, maintaining and evolving our technology infrastructure.

We track certain metrics, such as subscribers, average revenue per subscriber and registered users, which are used to measure our performance and which we use newto evaluate growth trends and existing technologiesmake strategic decisions. These metrics are calculated using internal company data as well as information we receive from third parties and are subject to distinguish ourinherent challenges in measurement. For example, there may be individuals who have multiple Times subscriptions or registrations, which we treat as multiple subscribers or registrations, as well as single subscriptions and registrations that are used by more than one person. In addition, we rely on estimates in calculating subscriber

Inaccuracies or limitations in a timely manner compelling new products and services that engage users across platforms,these metrics may affect our understanding of certain details of our business, financial conditionwhich could result in suboptimal business decisions and/or affect our longer-term strategies. In addition, we are continually seeking to improve our estimates of these metrics, which requires continued investment, and prospectsas our tools and methodologies for measuring these metrics evolve, there may be unexpected changes to our metrics. Real or perceived inaccuracies in our reported metrics could harm our reputation and/or subject us to legal or regulatory actions and/or adversely affected.affect our operating and financial results.

We derive substantial revenues from the sale of advertising in our products. 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 cease operations.

WeCompanies with large digital platforms, such as Meta Platforms, Alphabet and Amazon, which have greater audience reach, audience data and targeting capabilities than we do, command a large share of the digital advertising market, and we anticipate that this will continue. In addition, there is continued increasing demand for digital advertising in formats that are dominated by these platforms, particularly vertical short-form video and streaming, and we may experiencenot be able to compete effectively in these formats. The remaining market is subject to significant competition among publishers and other content providers, and audience fragmentation. These dynamics have affected, and will likely continue to affect, our ability to attract and retain advertisers and to maintain or increase our advertising rates.

Digital advertising networks and exchanges with real-time bidding and other programmatic buying channels that allow advertisers to buy audiences at scale also play a significant role in the marketplace and represent another source of competition. They have caused and may continue to cause further downward pricing pressure and the loss of a direct relationship with marketers, especially during periods of economic downturn.

Our digital advertising operations also rely on technologies (particularly Alphabet’s ad manager) that, if interrupted or meaningfully changed, or if the providers leverage their power to alter the economic structure, could have an adverse impact on our advertising revenues, operating costs and/or operating results.

Although print advertising revenue margins.

We and the companies with which we do business are subject to risks and uncertainties caused by factors beyond our control, including economic, public health and geopolitical conditions. These include economic weakness, uncertainty and volatility, including the potential for a recession; a competitive labor market and evolving workforce expectations (including for unionized employees); inflation; supply chain disruptions; rising interest rates; the continued effects of the Covid-19 pandemic; and political and sociopolitical uncertainties and conflicts (including the war in Ukraine).

These factors may result in declines and/or volatility in our results. For example, advertising spending is sensitive to economic, public health and geopolitical conditions, and our advertising revenues have been and could be further adversely affected as advertisers respond to such conditions by reducing their budgets or shifting spending patterns or priorities, or if they are forced to consolidate or cease operations. Some of our traditional print advertisers may be particularly susceptible to such impacts, and these newer advertising forms is generally lower thanfactors may further accelerate the margin on revenues we generate fromdecline of our print advertising revenues over time. In addition, economic, public health and traditional digital display advertising. Consequently, wegeopolitical conditions may experience further downward pressure on our advertising revenue margins as a greater percentage of advertising revenues comes from these newer forms.

Any events causing significant disruption or distraction to the public or to our news products that are driven by significant news events,workforce, or impacting overall macroeconomic conditions, such as an election, may not be sustainable.

The future impact that economic, public health and geopolitical conditions will have on our business, operations and financial results is uncertain and will depend on numerous evolving factors and developments that we are unable to offset continued revenue declines resulting from falling print subscriptions with revenue from home-delivery price increases, our print subscription revenue will be adversely affected.

OverWe believe The New York Times brand is a powerful and trusted brand with an excellent reputation for high-quality independent journalism and content, and this brand is a key element of our business. Our brand, and the last several years, we have taken steps to reduce operating costs acrosssub-brands it encompasses (including The Athletic, Cooking, Games and Wirecutter), might be damaged by incidents that erode consumer trust (such as negative publicity), a perception that our journalism is unreliable or a decline in the perceived value of independent journalism or general trust in the media, which may be in part as a result of changing political and cultural environments in the United States and abroad or active campaigns by domestic and international political and commercial actors. We may introduce new products or services that are not well received and that may negatively affect our brand. Our brand and reputation could also be adversely impacted by negative claims or publicity regarding the Company or its operations, products, employees, practices (including social and we planenvironmental practices) or business affiliates (including advertisers), as well as our potential inability to continue our cost-management efforts. Some of these cost management efforts require significant up-front investment. If we do not achieve expected savings from these efforts, our total operating costs willadequately respond to such negative claims or publicity, even if such claims are untrue. Our brand and reputation could also be greater than anticipated. In addition,

If we experience significant disruptions in our newsprint supply chain or newspaper printing and distribution channels, or a significant increase in the costs to print and distribute our newspaper, our reputation and/or operating results may be adversely affected. Furthermore, as subscriptions to our and other companies’ print products continue to decline, our and our vendors’ fixed costs to print and deliver paper products are spread over fewer paper copies. We may be unable to offset these increasing per-unit costs, alongside decreasing print subscriptions, with revenue from price increases, and our operating results may be adversely affected.

Our main operating costs are fixedemployee-related costs, that neither increase norwhich have been increasing in recent years. Employee-related costs generally do not decrease proportionately with revenues. In addition,revenues, and our ability to make short-term adjustments to manage our costs or to make changes to our business strategy may beis limited by certain of our collective bargaining agreements. Furthermore, as print-related revenues decline, we cannot always make proportional reductions in the costs associated with the printing and distribution of our newspaper and our commercial printing business. If we are not ablewere unable to implement further cost-control efforts or reduce our fixedoperating costs sufficiently in response to a decline in our revenues, our results of operationsprofitability will be adversely affected.

We sponsor severala frozen single-employer defined benefit pension plans.plan. Although we have frozen participation and benefits under all but two of these qualified pension plans,this 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, these plans.this plan.

We are required to make contributions to our plans to comply with minimum funding requirements imposed by laws governing those plans. AsAlthough as of December 31, 2017,2022, our qualified defined benefit pension plans had plan assets that were underfunded by approximately $69 million. Our$70 million above the present value of future benefit obligations, our obligation to make additional contributions to our plans, and the timing of any such contributions, depends on a number of factors, many of which are beyond our control. These include:include legislative changes; demographic changes and assumptions about mortality; and economic conditions, including a low interest rate environment or sustained volatility and disruption in the stock and bonddebt markets, which impact discount rates and returns on plan assets.

As a result of required contributions to our qualified pension plans, we may have less cash available for working capital and other corporate uses, which may have an adverse impact on our results of operations, financial condition and liquidity.

In addition, the Company sponsors several non-qualified pension plans, with unfunded obligations totaling $245 million.approximately $180 million as of December 31, 2022. 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 changes in discount rates or mortality tables, may have an adverse impact on our results of operations and financial condition.

We participate in, and make periodic contributions to, various multiemployer pension plans that cover many of our current and former production and delivery union employees.employees and a small number of voice actors who work on Audm. Our required contributions to certain plans have been impacted and may be further impacted by changes in our commercial printing operations.

The risks of participating in multiemployer plans are different from single-employer plans in that assets contributed are pooled and may be used to provide benefits to employees of other participating employers. If a participating employer withdraws from or otherwise ceases to contribute to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers. Our required contributions to these plans could increase because of a shrinking contribution base as a result of the insolvency or withdrawal of other companies that currently contribute to these plans, the inability or failure of withdrawing companies to pay their withdrawal liability, low interest rates, lower than expected returns on pension fund assets, or other funding deficiencies.deficiencies, or potential

If a multiemployer pension plan in which we participate has significant underfunded liabilities, such underfunding will increase the size of our potential withdrawal liability. In addition, under federal pension law, special funding rules apply to multiemployer pension plans that are classified as “endangered,” “critical” or “critical and declining.” IfWhen a multiemployer pension plan in which we participate enters “endangered,” “critical” or “critical and declining” status, we can be required to make additional contributions and/or benefit reductions may apply. Currently, three of the significant multiemployer plans in which we participate are in critical status, benefit reductions may apply and/or we could be required to make additional contributions.classified as “critical and declining.”

We have recorded significant withdrawal liabilities with respect to multiemployer pension plans in which we formerly participated (primarily in connection with the sales of the New England Media Group in 2013 and the Regional Media Group in 2012) and may record additional liabilities in the future. In addition, we have recordedfuture, including as a result of a mass withdrawal liabilities for actual and estimated partial withdrawals from several plansdeclaration by trustees in which we continueresponse to participate.a withdrawal by all or a significant percentage of participating employers in a plan. Until demand letters from some of the multiemployer plans’ trusteespension funds are received, the exact amount of the withdrawal liability will not be fully known and, as such, a differenceknown. In addition, due to declines in our contributions, we have recorded withdrawal liabilities for actual partial withdrawals from several plans in which we continue to participate. Additional liabilities in excess of the amounts we have recorded estimate could have an adverse effect on our results of operations, financial condition and cash flows. SeveralAll of the significant multiemployer plans in which we participate are specific to the newspaper industry,and broader printing and publishing industries, which continuescontinue to undergo significant pressure. A withdrawal by a significant percentage of participating employers may result in a mass withdrawal declaration by the trustees of one or more of these plans, which would require us to record additional withdrawal liabilities.  

If, in the future, we elect to withdraw from thesethe plans in which we participate or if we trigger a partial withdrawal due to declines in contribution base units or a partial cessation of our obligation to contribute, additional liabilities would need to be recorded that could have an adverse effect on our business, results of operations, financial condition or cash flows. Legislative changes could also affect our funding obligations or the amount of withdrawal liability we incur if a withdrawal were to occur.

Our systems store and process confidential subscriber, user, employee 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 authentication 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 third partiesmalicious actors to breach our security and compromise our information technology systems, and we believe these attempts are increasing in number and in technical sophistication.systems. These attackers may use a blend of technology and social engineering techniques (including denial of service attacks, phishing or business email compromise attempts intended to induce our employees, business affiliates and users to disclose information or unwittingly provide access to systems or data, ransomware, and other techniques), with the goal of to disrupt service disruption or data exfiltration.exfiltrate data. Information security threats are constantly evolving in sophistication and volume, increasing the difficulty of detecting and successfully defending against them. We and the third parties with which we work may be more vulnerable to the risk from activities of this nature as a result of operational changes such as significant increases in remote and hybrid working. 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 systems, and those of the third parties uponwith which our business relies,we work and on which we rely, may be vulnerable to interruption or damage that can result from the effects of power, systems or internet outages; natural disasters fires, power outages,(including increased storm severity and flooding), which may occur more frequently or with more severity as a result of climate change; fires; rogue employees; public health conditions; acts of terrorismterrorism; or other similar events.

We have implemented controls and taken other preventative measures designed to strengthen our systems and business against such incidents and attacks, including measures designed to reduce the impact of a security breachincident at our third-party vendors. Efforts to prevent hackers from disrupting our service or otherwise accessing our systems are expensive to develop, implement and maintain. These efforts require ongoing monitoring and updating as technologies change and efforts to overcome security measures become more sophisticated, and may limit the functionality of or otherwise negatively impact our products, services and systems. Although the costs of the controls and other measures we have taken to date have not had a material effect on our financial condition, results of operations or liquidity, there can be no assurance as to the costs of additional controls and measureseffort to respond to a security incident and/or to mitigate any security vulnerabilities that we may conclude are necessarybe identified in the future.future could be significant.

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 breachincident or other disruption to our network or information systems, or those of our third-party providers.providers, and our disaster recovery planning cannot account for all eventualities. Such an event could result in a disruption of our services, unauthorized access to or improper disclosure of personal data or other confidential information, or theft or misuse of our intellectual property, all of which could harm our reputation, require us to expend resources to remedy such a security breachincident or defend against further attacks, divert management’s attention and resources or subject us to liability, under laws that protect personal data, or otherwise adversely affect our business.

Our business is subject to government regulation in the jurisdictions in which we operate, and our websites, which are available worldwide, may be subject to laws regulating the Internet even in jurisdictions where we do not do business. Among others, we are subject tovarious laws and regulations of local and foreign jurisdictions with respect to onlinethe processing, privacy and the collection and usesecurity of consumerpersonal data, as well as laws and regulations with respect to consumer marketing practices.

Various federal and state laws and regulations, as well as the laws of foreign jurisdictions, govern the collection, use, retention, processing, sharingprivacy and security of the data we receive from and about our users.individuals, including the European General Data Protection Regulation and ePrivacy Directive; California’s Consumer Privacy Act and Consumer Privacy Rights Act; new privacy laws in several states; and others. Failure to protect confidential userpersonal data, provide usersindividuals with adequate notice of our privacy policies, respond to consumer-rights related requests or obtain required valid consent where applicable, for example, could subject us to liabilities imposed by these jurisdictions. ExistingThere has been increased focus on privacy-related laws and regulations, are evolvingwhich continue to evolve and be subject to potentially differing interpretations, and various federal and state legislative and regulatory bodies, as well as foreign legislative and regulatory bodies, may expand current laws or enact new laws regarding privacy and data protection. For example, the General Data Protection Regulation recently adopted by the European Union will impose more stringent data protection requirements, and significant penalties for noncompliance, beginning on May 25, 2018. In addition, the European Union’s forthcoming ePrivacy Regulation is expected to impose stricter data protection and

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 pricingsubscriptions, billing, automatic-renewal and subscription renewals.cancellation. These laws and regulations often differ across jurisdictions. Failurejurisdictions and continue to comply withevolve. These laws, as

Existing and newly adopted laws and regulations could result in claims againstwith respect to the processing, privacy and security of personal data, and consumer marketing practices (or new interpretations of existing laws and regulations) have imposed and may continue to impose obligations that affect our business, place increasing demands on our technical infrastructure and resources, require us by governmental entitiesto incur increased compliance costs and cause us to further adjust our advertising, marketing, security or others, damage to our reputation and/or increased costs to change ourother business practices.

Our business depends on our intellectual property, including our valuable brands,brand, content, services and internally developed technology. We believe the protection and monetization of our proprietary trademarks and other intellectual property rights are importantcritical to our continued success and our competitive position. Our ability to do so is subject to the inherent limitation in protections available under intellectual property laws in the United States and other applicable jurisdictions. Unauthorized parties may attempt to copy or otherwisehave unlawfully obtain and usemisappropriated our brand, content, services, technology and other intellectual property and we cannot be certain thatmay continue to do so, and the stepsmeasures we have taken to protect and enforce our proprietary rights willmay not be sufficient to fully address or prevent any misappropriation or confusion among consumers and merchants, or unauthorized use of these rights.all third-party infringement.

AdvancementsThe internet, combined with advancements in technology, havehas made the unauthorized duplicationcopying and wide dissemination of unlicensed content easier, makingincluding by anonymous foreign actors. At the same time, enforcement of intellectual property rights more challenging. In addition, as our business and the risk of misappropriation of our intellectual property rights havehas 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 a multitude of jurisdictions with varying laws.other jurisdictions. In addition, intellectual property protection may not be available in every country in which our products and services are distributed or made available through the internet.

If we are unable to procure, protect and enforce our intellectual property rights, including maintaining and monetizing our intellectual property rights to our content, we may not realizesucceed in realizing the full value of theseour assets, and our business, brand and profitability may suffer. In addition, if we must litigate in the United States or elsewhere to enforce our intellectual property rights, or determine the validity and scope of the proprietary rights of others, such litigation may be costly and divert the attention of our management.time consuming.

We periodically receive claims from third parties alleging infringement, misappropriation or other violations of their intellectual property rights. These third parties often include patent holding companies seeking to monetize patents they have purchased or otherwise obtained through assertingTo the extent the Company gains greater public recognition and scale worldwide, and publishes more content on its own platforms and third-party platforms (like social media), the likelihood of receiving claims of infringement or misuse. Even if we believe that these claims ofmay rise. Defending against intellectual property infringement are without merit, defendingclaims against the claimsus can be time-consuming, be expensive to litigate or settle and causea diversion of management attention. In addition, litigation regarding intellectual property rights is inherently uncertain due to the complex issues involved, and we may not be successful in defending ourselves in such matters.

TheseIf successful, 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 how we present our content to our users, alter certain of our operations and/or otherwise incur substantial monetary liability. Additionally, these claims may require us to significantly alter certain of our operations. 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. For claims against us, insurance may be insufficient or unavailable, and for claims related to actions of third parties, either indemnification or remedies against those parties may be insufficient or unavailable.

We have two classes of stock: Class A Common Stock and Class B Common Stock. Holders of Class A Common Stock are entitled to elect 30% of the Board of Directors and to vote, with holders of Class B Common Stock, on the reservation of shares for equity grants, certain material acquisitions and the ratification of the selection of our auditors. Holders of Class B Common Stock are entitled to elect the remainder of the Board of Directors and to vote on all other matters. Our Class B Common Stock is principally held by descendants of Adolph S. Ochs, who purchased The Times in 1896. A family trust holds approximately 90%95% of the Class B Common Stock. As a result, the trust has the ability to elect 70% of the Board of Directors and to direct the outcome of any matter that does not require a vote of the Class A Common Stock. 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 transaction pursuant to which control of The Times passes from the trustees, unless they determine that the primary objective of the trust can be achieved better by the implementation of such transaction. Because this concentrated control could discourage others from initiating any potential merger, takeover or other change of control transaction that may otherwise be beneficial to our businesses, the market price of our Class A Common Stock could be adversely affected.

None.

Our principal executive offices are located at 620 Eighth Avenue, New York, N.Y., in our New York headquarters building in the Times Square area. The building(the “Company Headquarters”), which was completed in 2007 and consists of approximately 1.54 million gross square feet, of which approximately 828,000 gross square feet of space have been allocated to us.feet. We ownedown a leasehold condominium interest representing approximately 58% of the New York headquarters building until March 2009, when we entered into an agreement to sell and simultaneously lease back 21 floors, or approximately 750,000 rentable828,000 gross square feet currently occupied by us (the “Condo Interest”). The sale price forin the Condo Interest was $225.0 million. The lease term is 15 years, andbuilding. As of December 31, 2022, we have three renewal options that could extend the term for an additional 20 years. We have an option to repurchase the Condo Interest for $250.0 million in 2019, and we have provided notice of our intent to exercise this option. We continue to own a leasehold condominium interest in seven floors in our New York headquarters building, totalinghad leased approximately 216,000 rentable296,000 gross square feet that were not included in the sale-leaseback transaction, all of which are currently leased to third parties.

In addition, we have a printing and distribution facility with 570,000 gross square feet located in College Point, N.Y., on a 31-acre site owned bysite. In 2020, we entered into an agreement to lease, beginning in the Citysecond quarter of New York2022, and subsequently sell in February 2025, excess land at this location representing approximately four of our 31 acres.

We believe our facilities are sufficient for which we have a ground lease. We have an optionour current needs and that suitable additional space will be available to purchaseaccommodate any expansion of our operations if needed in the property before the lease ends in 2019 for $6.9 million. As of December 31, 2017, we also owned other properties with an aggregate of approximately 3,000 gross square feet and leased other properties with an aggregate of approximately 205,000 rentable square feet in various locations.future.

We are involved in various legal actions incidental to our business that are now pending against us. These actions are generally for amountshave damage claims that are greatly in excess of the payments, if any, that maywe would be required to be made. See Note 18 ofpay if we lost or settled the Notes to the Consolidated Financial Statements for a description of certain matters, which is incorporated herein by reference.cases. Although the Company cannot predict the outcome of these matters, it is possible that an unfavorable outcome in one or more matters could be material to the Company’s consolidated results of operations or cash flows for an individual reporting period. However, based on currently available information, management does not believe that the ultimate resolution of these matters, individually or in the aggregate, is likely to have a material effect on the Company’s financial position.

Not applicable.

The Class A Common Stock is listed on the New York Stock Exchange.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 23, 2018,21, 2023, was as follows: Class A Common Stock: 5,662;4,592; Class B Common Stock: 21.25.

We have paidIn February 2023, the Board of Directors approved a quarterly dividendsdividend of $0.04$0.11 per share, onan increase of $0.02 per share from the Class A and Class B Common Stock since late 2013.previous quarter. We currently expect to continue to pay comparable cash dividends in the future, although changes in our dividend program may be considered by our Board of Directors in light of our earnings, capital requirements, financial condition and other factors considered relevant. In addition, our Board of Directors will consider restrictions in any future indebtedness. See also “Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Third-Party Financing.”

The following graph shows the annual cumulative total stockholder return for the five fiscal years ended December 31, 2017,2022, on an assumed investment of $100 on December 30, 2012,31, 2017, in the Company, the Standard & Poor’s S&P 400 MidCap Stock Index, and the Standard & Poor’s S&P 1500 Publishing and Printing Index and the Standard & Poor’s S&P 1500 Media & Entertainment Index. Stockholder return is measured by dividing (a) the sum of (i) the cumulative amount of dividends declared for the measurement period, assuming reinvestment of dividends, and (ii) the difference between the issuer’s share price at the end and the beginning of the measurement period, by (b) the share price at the beginning of the measurement period. As a result, stockholder return includes both dividends and stock appreciation.

The following discussion and analysis provides information that management believes is relevant to an assessment and understanding of our consolidated financial condition as of December 31, 2017,2022, and results of operations for the threetwo years ended December 31, 2017. This2022. Please read this item should be read in conjunctiontogether with our Consolidated Financial Statements and the related Notes included in this Annual Report. We have omitted discussion of 2020 results where it would be redundant to the discussion previously included in Part II, Item 7 of our 2021 Annual Report on Form 10-K, filed with the SEC on February 23, 2022, which is incorporated herein by reference.

We are a global media organization focused on creating, collecting and distributing high-quality news and information that includes newspapers, printhelps our audience understand and digital productsengage with the world. We believe that our original, independent and investments. We have one reportable segment with businesses that includehigh-quality reporting, storytelling and journalistic excellence set us apart from other news organizations and are at the heart of what makes our newspaper, websites, mobile applicationsjournalism worth paying for. For further information, see “Item 1 — Business – Overview” and related businesses.“– Our Strategy.”

We generate revenues principally from the sale of subscriptions and advertising. Subscription revenues consist of revenues from standalone and multi-product bundle subscriptions to our digital products and subscriptions to and single-copy and bulk sales of our print products. Advertising revenue is derived from the sale of our advertising products and services. Other revenues primarily consist of revenues from news services/syndication, digital archive licensing, building rental income,Wirecutter affiliate referrals, NYT Live (ourcommercial printing, the leasing of floors in the Company Headquarters, retail commerce, our live events business)business,

In the accompanying analysis of financial information, we present certain information derived from our consolidated financial information but not presented in our financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). We are presenting in this report supplemental non-GAAP financial performance measures that exclude depreciation, amortization, severance, non-operating retirement costs and certain identified special items, as applicable. In addition, we present our free cash flow, defined as net cash provided by operating activities less capital expenditures. These non-GAAP financial measures should not be considered in isolation from or as a substitute for the related GAAP measures and should be read in conjunction with financial information presented on a GAAP basis. For further information and reconciliations of these non-GAAP measures to the most directly comparable GAAP measures, see “—Results of Operations—Operations — Non-GAAP Financial Measures.”

We operate in a highly competitive environment.environment that is subject to rapid change. Our printcompetitors include content providers and digital products compete for subscriptiondistributors, as well as news aggregators, search engines and advertising revenue with both traditional and other content providers.social media platforms. Competition among these companies offering online content is intense,robust, and new competitors can quickly emerge. SomeWe have designed our strategy to take advantage of both the challenges and opportunities presented by this period of transformation in our currentindustry.

We and potential competitors may have greater resources thanthe companies with which we do whichbusiness are subject to risks and uncertainties caused by factors beyond our control, including economic, public health and geopolitical conditions. These include economic weakness, uncertainty and volatility, including the potential for a recession; a competitive labor market and evolving workforce expectations (including for unionized employees); inflation; supply chain disruptions; rising interest rates; the continued effects of the Covid-19 pandemic; and political and sociopolitical uncertainties and conflicts (including the war in Ukraine). These factors may allow themresult in declines and/or volatility in our results.

Although we did not see a significant impact from inflation on our financial results in 2022, if inflation remains at current levels, or increases, for an extended period, our employee-related costs are likely to compete more effectively than us.  increase. Our printing and distribution costs have been impacted and may be further impacted by inflation and higher costs, including those associated with raw materials, delivery costs and/or utilities.

Our abilityWe actively monitor industry trends, economic conditions, challenges and risks to compete effectively depends on, among other things, our abilityremain flexible and to continue delivering high-quality journalismoptimize and content that is interesting and relevant to our audience; the popularity, ease of use and performance of our products compared to those of our competitors; the engagement of our current users with our print and digital products, and our ability to reach new users; our ability to develop, maintain and monetize our products, and the pricing of our products; our ability to attract, retain and motivate talented employees, including journalists and product and technology specialists; and our ability to manage and growevolve our business in a cost-effective manner.

The Company aims to return at least 50% of free cash balanceflow to stockholders in the form of dividends and cash provided by operations, in combination with other sources of cash, will be sufficient to meet our financing needsshare repurchases over the next 12 months.three to five years, an increase from the target initially announced in June 2022.

In March 2009,February 2022, the Board of Directors approved a $150.0 million Class A share repurchase program. Through February 21, 2023, we entered into an agreementrepurchased 3,727,594 shares for approximately $127.2 million (excluding commissions) and approximately $22.8 million remained under this authorization. In February 2023, in addition to sell and simultaneously lease back the Condo Interest in our headquarters building.amount remaining under the 2022 authorization, the Board of Directors approved a $250.0 million Class A share repurchase program. The sale price for the Condo Interest was $225.0 million less transaction costs, for net proceedsauthorizations provide that shares of approximately $211 million.Class A Common Stock may be purchased from time to time as market conditions warrant, through open market purchases, privately negotiated transactions or other means, including Rule 10b5-1 trading plans. We have an option, exercisable in 2019,expect to repurchase shares to offset the Condo Interest forimpact of dilution from our equity compensation program and to return capital to our stockholders. There is no expiration date with respect to these authorizations. As of February 21, 2023, there have been no repurchases under the 2023 $250.0 million and we have provided notice of our intent to exercise this option. We believe exercising this option is in the best interest of the Company given that the market value of the Condo Interest exceeds the exercise price.authorization.

We remain focused on managing our pension plan obligations. Our qualified pension plans were underfunded (meaning the present value of future benefits obligations exceeded the fair value of plan assets) as of December 31, 2017, by approximately $69 million, compared with approximately $222 million as of December 25, 2016. We made contributions of approximately $128 million, including discretionary contributions of $120 million, to certain qualified pension plans in 2017, compared with approximately $8 million in 2016. We expect contributions made in 2018 to satisfy minimum funding requirements to total approximately $8 million.

While we have made significant progress in our liability-driven investment strategy to reduce the funding volatility of our qualified pension plans, the size of our pension plan obligations relative to the size of our current operations will continue to have a significantan impact on our reported financial results. We expect to continue to experience volatility in our retirement-related costs, includingparticularly due to the impact of changing discount rates and mortality assumptions on our unfunded, non-qualified pension multiemployer pensionplans and retiree medical costs.

Subscription, advertising and other revenues were as follows:

In 2017, the Company renamed “circulation revenues” as “subscription revenues.” Subscription revenues consist of revenues from subscriptions to our printdigital and digitalprint products (which include our news product, as well as The Athletic and our CrosswordCooking, Games, Audm and CookingWirecutter products), and single-copy and bulk sales of our print products (which represent approximately 10%less than 5% of these revenues). Our Cooking product first launched as a paid digital product in the third quarter of 2017. Subscription revenues are based on both the number of copies of the printed newspaper sold and digital-only subscriptions, and the rates charged to the respective customers.