The New York Times Company 2018 Annual Report We seek the

The New York Times Company

2018 Annual Report

OUR MISSION

We seek the truth

and help people

understand the world.

This mission is rooted in our belief that great

journalism has the power to make each reader’s

life richer and more fulfilling, and all of society

stronger and more just.

620 Eighth Avenue

New York, N.Y. 10018

Tel 212 556 1234

OUR VALUES

Independence Over a hundred years ago,

The Times pledged “to give the news impartially,

without fear or favor, regardless of party, sector

interests involved.” That commitment remains

truetoday: We follow the truth, wherever it leads.

Integrity The trust of our readers is essential.

We renew that trust every day through the

actionsand judgment of all our employees — in our

journalism, in our workplace and in public.

Curiosity Open-minded inquiry is at the

heart of our mission. In all our work, we believe

incontinually asking questions, seeking out

different perspectives and searching for better

ways of doing things.

Respect We help a global audience understand

avast and diverse world. To dothat fully and

fairly,we treat our subjects, our readersand each

other with empathy and respect.

Collaboration It takes creativity and

expertise from peoplein every part of the company

to fulfill our mission. We are at our best when

wework together and support each other.

Excellence We aim to set the standard in

everything we do. The pursuit of excellence takes

different forms, but in every context, we strive

todeliver the very best.

The New York Times Company in Numbers in 2018

4+ million paid

subscriptions to

our products.

630 SPEAKING

ENGAGEMENTS

FEATURING

TIMESEXPERTS.

“Overlooked” obituaries

published, highlighting

the lives of notable

women and minorities

overlooked throughout

the years.

55,000+

stories and

50,000,000+

words

published.

1.93 MILLION

DOWNLOADS OF

“THE DAILY”

PODCAST EPISODE

“THEBLASEY-

KAVANAUGH

HEARING.”

195

fourth graders

wroteopinions for

The New York Times

For Kidssection.

1,550

journalists on

staffacross news

andopinion.

500 reviews

and 4,000 hours

spent testing

over 2,100

products at

Wirecutter

(including 200

headphones).

STORIES

PUBLISHED IN

11 LANGUAGES.

200+ journalists

based outside

theUnited States

in 31 bureaus.

160+

countries from which

we reported.

18,615 cities and

towns looked

up by readers in

the feature “How

much hotter is

your hometown

than when you

were born?”

TO OUR

SHAREHOLDERS,

After a year of great progress and accelerated transformation, The New York Times Company begins 2019

with the wind at our backs.

The Company’s commitment to investing in journalism and upholding traditional journalistic values and our

continuing focus on sweeping digital innovation has helped us create a sustainable business model for news.

Today The New York Times is a leading global news provider and among the world’s most successful news

subscription businesses.

The foundation of our mission, our strategy and our offer to every subscriber is high-quality journalism. That

is why we have consistently invested in our newsroom and it is why we plan to further invest in 2019.

Last year we had 1,550 journalists on staff and they spent time in more than 160 countries covering

the world.

As a result, it was another exceptional year for Times journalism, from breaking news coverage of school

shootings, wildfires, hurricanes and populist uprisings around the globe to extraordinary reporting on

climate change, technology and the constant stream of news from Washington, D.C.

Our newsroom once again produced a significant volume of impactful work. Our groundbreaking “Me Too”

reporting continued this year, with dozens of investigations into sexual misconduct — from factory floors

to mega-churches to the opera house — and we launched investigations into Facebook and Cambridge

Analytica that sparked a global conversation about the misuse of personal data. And our Opinion

department published one of the most talked about Op-Eds last year, from an anonymous member of the

Trump administration.

All this journalism was very good for our business. 2018 saw us push our digital progress forward — we

added 716,000 net new digital-only subscriptions during the year. Solid execution of our strategy has helped

grow our total subscriptions — including our Cooking, Crossword and print products — to over 4.3 million,

far more than any other news organization in the United States.

And we believe there is the possibility for much more growth ahead. In 2015 we set ourselves the challenge

of doubling our digital revenue from around $400 million to $800 million by the end of 2020. The end of 2018

was the three-year mark in this five-year journey and we generated $709 million in total digital revenue,

three quarters of the way to achieving our target.

So we’ve set a new ambitious goal: reaching at least 10 million subscriptions by 2025. We envision a world

where every reader believes quality journalism is worth paying for, and we can see an increasingly clear

path toward that ambition. Our recent success in scaling our digital business along with our analysis of the

market opportunity in the U.S. and around the world give us great confidence.

This past year saw us lean in to a different approach to digital advertising. Our focus now is on large-scale

partnerships with the world’s leading brands. In print we saw advertising declines moderate in 2018, and

we believe our quality print products and the consumers they attract remain very appealing to marketers.

2018 AnnuAl RepoRt

Creativity and innovation continue to transform the way people think about The New York Times. Last year

saw the continued strength of “The Daily,” our smash-hit podcast, which was Apple’s most downloaded

podcast in 2018. And we’re not letting up on exploring new ways of telling the most important stories of

the day and meeting the needs of our audience in every form, from the written word to visual to audio to

television to streaming.

To that end, we announced last year our ambitious new television program, “The Weekly,” which will

premiere in June 2019 and air in the U.S. on the cable network FX and the streaming service Hulu.

Looking ahead, we will continue to invest in our journalism and product innovation that will help us scale

our business further and support future growth and profitability.

We thank you for your continued support.

March 20, 2019

Mark Thompson

President and C.E.O.

2018 AnnuAl RepoRt

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 30, 2018 Commission file number 1-5837

THE NEW YORK TIMES COMPANY

(Exact name of registrant as specified in its charter)

New York 13-1102020

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

620 Eighth Avenue, New York, N.Y. 10018

(Address of principal executive offices) (Zip code)

Registrant’s telephone number, including area code: (212) 556-1234

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Name of each exchange on which registered

Class A Common Stock of $.10 par value New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: Not Applicable

Indicate 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 or Section 15(d) of the

Exchange Act. Yes No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of

the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was

required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to

be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter

period that the registrant was required to submit and post such files).

Yes No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained

herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements

incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer,

a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated

filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer

Accelerated filer

Non-accelerated filer Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by the check mark if the registrant has elected not to use the extended

transition period for complying with any new or revised financial accounting standards provided pursuant to section

13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange

Act). Yes No

The aggregate worldwide market value of Class A Common Stock held by non-affiliates, based on the closing price

on June 29, 2018, the last business day of the registrant’s most recently completed second quarter, as reported on the New

York Stock Exchange, was approximately $4.1 billion. As of such date, non-affiliates held 59,776 shares of Class B

Common Stock. There is no active market for such stock.

The number of outstanding shares of each class of the registrant’s common stock as of February 21, 2019 (exclusive

of treasury shares), was as follows: 165,113,286 shares of Class A Common Stock and 803,408 shares of Class B Common

Stock.

Documents incorporated by reference

Portions of the Proxy Statement relating to the registrant’s 2019 Annual Meeting of Stockholders, to be held on

May 2, 2019, are incorporated by reference into Part III of this report.

INDEX TO THE NEW YORK TIMES COMPANY 2018 ANNUAL REPORT ON FORM 10-K

ITEM NO.

PART I

Forward-Looking Statements

1 Business

Overview

Products

Subscriptions and Audience

Advertising

Competition

Other Businesses

Print Production and Distribution

Raw Materials

Employees and Labor Relations

Available Information

1A Risk Factors

1B Unresolved Staff Comments

2 Properties

3 Legal Proceedings

4 Mine Safety Disclosures

Executive Officers of the Registrant

PART II

5 Market for the Registrant’s Common Equity, Related Stockholder

Matters and Issuer Purchases of Equity Securities

6 Selected Financial Data

7 Management’s Discussion and Analysis of

Financial Condition and Results of Operations

7A Quantitative and Qualitative Disclosures About Market Risk

8 Financial Statements and Supplementary Data

9 Changes in and Disagreements with Accountants on

Accounting and Financial Disclosure

9A Controls and Procedures

9B Other Information

PART III

10 Directors, Executive Officers and Corporate Governance

11 Executive Compensation

12 Security Ownership of Certain Beneficial Owners and

Management and Related Stockholder Matters

13 Certain Relationships and Related Transactions, and Director Independence

14 Principal Accountant Fees and Services

PART IV

15 Exhibits and Financial Statement Schedules

16 Form 10-K Summary

Signatures

116

117

118

119

121

122

THE NEW YORK TIMES COMPANY – P. 1

PART I

FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K, including the sections titled “Item 1A — Risk Factors” and “Item 7 —

Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains forward-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 “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 regarding 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 uncertainties 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 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.

ITEM 1. BUSINESS

OVERVIEW

The New York Times Company (the “Company”) was incorporated on August 26, 1896, under the laws of the

State of New York. The Company and its consolidated subsidiaries are referred to collectively in this Annual Report

on Form 10-K as “we,” “our” and “us.”

We are a global media organization focused on creating, collecting and distributing high-quality news and

information. Our continued commitment to premium content and journalistic excellence makes The New York Times

brand a trusted source of news and information for readers and viewers across various platforms. Recognized widely

for the quality of our reporting and content, our publications have been awarded many industry and peer accolades,

including 125 Pulitzer Prizes and citations, more than any other news organization.

The Company includes newspapers, print and digital products and related businesses. We have one reportable

segment with businesses that include:

• our newspaper, The New York Times (“The Times”);

• our websites, including NYTimes.com;

• our mobile applications, including The Times’s core news applications, as well as interest-specific

applications, including our Crossword and Cooking products; and

• related businesses, such as our licensing division; our digital marketing agencies; our product review and

recommendation website, Wirecutter; our commercial printing operations; NYT Live (our live events

business); and other products and services under The Times brand.

We generate revenues principally from subscriptions and advertising. Subscription revenues consist of revenues

from subscriptions to our print and digital products (which include our news products, as well as our Crossword and

Cooking products) and single-copy sales of our print newspaper. Advertising revenue is derived from the sale of our

advertising products and services on our print and digital platforms. Revenue information for the Company appears

under “Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Revenues, operating profit and identifiable assets of our foreign operations each represent less than 10% of our total

revenues, operating profit and identifiable assets.

During 2018, we continued to make significant investments in our journalism, while taking further steps to

position our organization to operate more efficiently in a digital environment. The Times continued to break stories

and produce investigative reports that sparked global conversations on wide-ranging topics. We launched

P. 2 – THE NEW YORK TIMES COMPANY

groundbreaking digital journalism projects and new news and opinion podcasts that complement The Daily, our

news podcast that launched in 2017 and was the most downloaded podcast on Apple’s iTunes in 2018. We also

announced the creation of a new television show, “The Weekly,” which will begin airing in mid-2019. In addition, we

continued to create innovative digital advertising solutions across our platforms and expand our creative services

offerings.

We believe that the significant growth over the last year in subscriptions to our products demonstrates the

success of our “subscription-first” strategy and the willingness of our readers to pay for high-quality journalism. We

had approximately 4.3 million subscriptions to our products as of December 30, 2018, more than at any point in our

history.

PRODUCTS

The Company’s principal business consists of distributing content generated by our newsroom through our

digital and print platforms. In addition, we distribute selected content on third-party platforms.

Our core news website, NYTimes.com, was launched in 1996. Since 2011, we have charged consumers for

content provided on this website and our core news mobile application. Digital subscriptions can be purchased

individually or through group corporate or group education subscriptions. Our metered model offers users free

access to a set number of articles per month and then charges users for access to content beyond that limit.

In addition to subscriptions to our news product, we offer standalone subscriptions to other digital products,

namely our Crossword and Cooking products. Certain digital news product subscription packages include access to

our Crossword and Cooking products.

Our products also include news and opinion 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 Times’s print edition newspaper, 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 and previously called the International New York Times, the international edition succeeded the International

Herald Tribune, a leading daily newspaper that commenced publishing in Paris in 1887. Our print newspapers are

sold in the United States and around the world through individual home-delivery subscriptions, bulk subscriptions

(primarily by schools and hotels) and single-copy sales. All print home-delivery subscribers are entitled to receive free

access to some or all of our digital products.

SUBSCRIPTIONS AND AUDIENCE

Our content reaches a broad audience through our digital and print platforms. As of December 30, 2018, we had

approximately 4.3 million paid subscriptions across 217 countries and territories to our digital and print products.

Paid digital-only subscriptions totaled approximately 3,360,000 as of December 30, 2018, an increase of

approximately 27% compared with December 31, 2017. This amount includes standalone paid subscriptions to our

Crossword and Cooking products, which totaled approximately 647,000 as of December 30, 2018. International

digital-only news subscriptions represented approximately 16% of our digital-only news subscriptions as of

December 30, 2018.

The number of paid digital-only subscriptions also includes estimated group corporate and group education

subscriptions (which collectively represent approximately 6% 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 basic subscription rate. The actual number of users who have access to our products through group

subscriptions is substantially higher.

In the United States, The Times had the largest daily and Sunday print circulation of all seven-day newspapers

for the three-month period ended September 30, 2018, according to data collected by the Alliance for Audited Media

(“AAM”), an independent agency that audits circulation of most U.S. newspapers and magazines.

For the fiscal year ended December 30, 2018, The Times’s average print circulation (which includes paid and

qualified circulation of the newspaper in print) was approximately 487,000 for weekday (Monday to Friday) and

992,000 for Sunday. (Under AAM’s reporting guidance, qualified circulation represents copies available for individual

THE NEW YORK TIMES COMPANY – P. 3

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.)

Internationally, average circulation for the international edition of our newspaper (which includes paid

circulation of the newspaper in print and electronic replica editions) for the fiscal years ended December 30, 2018, and

December 31, 2017, was approximately 170,000 (estimated) and 173,000, respectively. These figures follow the

guidance of Office de Justification de la Diffusion, an agency based in Paris and a member of the International

Federation of Audit Bureaux of Circulations that audits the circulation of most newspapers and magazines in France.

The final 2018 figure will not be available until April 2019.

According to comScore Media Metrix, an online audience measurement service, in 2018, NYTimes.com had a

monthly average of approximately 94 million unique visitors in the United States on either desktop/laptop computers

or mobile devices. Globally, including the United States, NYTimes.com had a 2018 monthly average of approximately

134 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. Our advertising revenue is divided

into two main categories:

Display Advertising

Display advertising revenue is principally generated from advertisers (such as financial institutions, movie

studios, department stores, American and international fashion and technology) promoting products, services or

brands on our digital and print platforms.

In print, column-inch ads are priced according to established rates, with premiums for color and positioning.

The Times had the largest market share in 2018 in print advertising revenue among a national newspaper set that

consists of USA Today, The Wall Street Journal and The Times, according to MediaRadar, an independent agency that

measures advertising sales volume and estimates advertising revenue.

On our digital platforms, display advertising comprises banners, video, rich media and other interactive ads.

Display advertising also includes branded content on The Times’s platforms. Branded content is longer form

marketing content that is distinct from The Times’s editorial content.

In 2018, print and digital display advertising represented approximately 84% of our advertising revenues.

Other Advertising

Other print advertising primarily includes classified advertising paid for on a per line basis; revenues from

preprinted advertising, also known as free standing inserts; and advertising revenues from our licensing division.

Other digital advertising primarily includes creative services fees associated with our branded content studio

and our digital marketing agencies, including HelloSociety and Fake Love; advertising revenue generated by our

podcasts; advertising revenue generated by our product review and recommendation website, Wirecutter; and

classified advertising, which includes line ads sold in the major categories of real estate, help wanted, automotive and

other on either a per-listing basis for bundled listing packages, or as an add on to a print classified ad.

In 2018, print and digital other advertising represented approximately 16% of our advertising revenues.

Seasonality

Our business is affected in part by seasonal patterns in advertising, with generally higher advertising volume in

the fourth quarter due to holiday advertising.

P. 4 – THE NEW YORK TIMES COMPANY

COMPETITION

Our print and digital products compete for subscriptions and advertising with other media in their respective

markets. Competition for subscription revenue and readership is generally based upon platform, format, content,

quality, service, timeliness and price, while competition for advertising is generally based upon audience levels and

demographics, advertising rates, service, targeting capabilities, advertising results and breadth of advertising

offerings.

Our print newspaper competes for subscriptions and advertising primarily with national newspapers such as

The Wall Street Journal and The Washington Post; newspapers of general circulation in New York City and its

suburbs; other daily and weekly newspapers and television stations and networks in markets in which The Times is

circulated; 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 our industry continues to experience a shift from print to digital media, our products face competition for

audience, subscriptions and advertising from a wide variety of digital media (some of which are free to users),

including news and other information websites and mobile applications, news aggregators, sites that cover niche

content, social media platforms, and other forms of media. In addition, we compete for advertising on digital

advertising networks and exchanges and real-time bidding and other programmatic buying channels, and our

branded content studio and digital marketing agencies compete with other marketing agencies that provide similar

services, including those of other publishers.

Our news and other digital products most directly compete for audience, subscriptions and advertising with

other U.S. news and information websites, mobile applications and digital products, including The Washington Post,

The Wall Street Journal, CNN, Vox, Vice, Buzzfeed, NBC News, NPR, Fox News, Yahoo! News and HuffPost. We also

compete for audience and advertising with customized news feeds and news aggregators such as Facebook

Newsfeed, Apple News and Google News. Internationally, our websites and mobile applications compete with

international online sources of English-language news, including BBC News, CNN, The Guardian, the Financial

Times, The Wall Street Journal, The Economist and Reuters.

OTHER BUSINESSES

We derive revenue from other businesses, which primarily include:

• The Company’s licensing division, which transmits articles, graphics and photographs from The Times and

other publications to approximately 1,800 newspapers, magazines and websites in over 100 countries and

territories worldwide. It also comprises a number of other businesses that primarily include 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;

• Wirecutter, a product review and recommendation website acquired in October 2016 that serves as a guide to

technology gear, home products and other consumer goods. This website generates affiliate referral revenue

(revenue generated by offering direct links to merchants in exchange for a portion of the sale price), which we

record as other revenues;

• The Company’s commercial printing operations, which utilize excess printing capacity at our College Point

facility in order to print products for third parties; and

• The Company’s NYT Live business, a platform for our live journalism that convenes thought leaders from

business, academia and government at conferences and events to discuss topics ranging from education to

sustainability to the luxury business.

THE NEW YORK TIMES COMPANY – P. 5

PRINT PRODUCTION AND DISTRIBUTION

The Times is currently printed at our production and distribution facility in College Point, N.Y., as well as under

contract at 26 remote print sites across the United States. We also utilize excess printing capacity at our College Point

facility for commercial printing 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 other newspapers and third-party delivery

agents.

The international edition of The Times is printed under contract at 37 sites throughout the world and is sold in

over 134 countries and territories. It is distributed through agreements with other newspapers and third-party delivery

agents.

RAW MATERIALS

The 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, market pulp and wood products

with which we shared ownership in Donahue Malbaie Inc. (“Malbaie”), a Canadian newsprint company, before we

sold our interest in the fourth quarter of 2017.

In 2018 and 2017, we used the following types and quantities of paper:

(In metric tons) 2018 2017

Newsprint

(1)

94,400 90,500

Coated and Supercalendered Paper

(2)

14,600 16,500

(1)

2018 newsprint usage includes paper used for commercial printing.

(2)

The Times uses a mix of coated and supercalendered paper for The New York Times Magazine, and coated paper for T: The New York

Times Style Magazine.

EMPLOYEES AND LABOR RELATIONS

We had approximately 4,320 full-time equivalent employees as of December 30, 2018.

As of December 30, 2018, nearly half of our full-time equivalent employees were represented by unions. The

following is a list of collective bargaining agreements covering various categories of the Company’s employees and

their corresponding expiration dates. As indicated below, one collective bargaining agreement, under which less than

10% of our full-time equivalent employees are covered, will expire within one year and we expect negotiations for a

new contract to begin in the near future. We cannot predict the timing or the outcome of these negotiations.

Employee Category Expiration Date

Mailers March 30, 2019

Typographers March 30, 2020

NewsGuild of New York March 30, 2021

Paperhandlers March 30, 2021

Pressmen March 30, 2021

Stereotypers March 30, 2021

Machinists March 30, 2022

Drivers March 30, 2025

P. 6 – THE NEW YORK TIMES COMPANY

AVAILABLE INFORMATION

Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and all

amendments to those reports, and the Proxy Statement for our Annual Meeting of Stockholders are made available,

free of charge, on our website at http://www.nytco.com, as soon as reasonably practicable after such reports have

been filed with or furnished to the SEC.

THE NEW YORK TIMES COMPANY – P. 7

ITEM 1A. RISK FACTORS

You 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 or results of operations could be materially adversely

affected by any or all of these risks, or by other risks or uncertainties not presently known or currently deemed

immaterial, that may adversely affect us in the future.

We face significant competition in all aspects of our business.

We operate in a highly competitive environment. We compete for subscription and advertising revenue with

both traditional and other content providers, as well as search engines and social media platforms. Competition

among companies offering online content is intense, and new competitors can quickly emerge.

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

among others:

• our ability to continue delivering high-quality journalism and content that is interesting and relevant to our

audience;

• the popularity, usefulness, ease of use, performance and reliability of our digital products compared with

those of our competitors;

• the engagement of our current users with our products, and our ability to reach new users;

• our ability to develop, maintain and monetize our products;

• the pricing of our products;

• our marketing and selling efforts, including our ability to differentiate our products from those of our

competitors;

• the visibility of our content and products on search engines and social media platforms and in mobile app

stores, compared with that of our competitors;

• our ability to provide marketers with a compelling return on their investments;

• our ability to attract, retain, and motivate talented employees, including journalists and product and

technology specialists;

• our ability to manage and grow our business in a cost-effective manner; and

• our reputation and brand strength relative to those of our competitors.

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 success depends on our ability to respond and adapt to changes in technology and consumer behavior.

Technology in the media industry continues to evolve rapidly. Advances in technology have led to an increased

number of methods for the delivery and consumption of news and other content. These developments are also

driving 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 competitive position. For example, among others:

• we may be unable to develop digital products that consumers find engaging, that work with a variety of

operating systems and networks and that achieve a high level of market acceptance;

• we may introduce new products or services, or make changes to existing products and services, that are not

favorably received 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;

P. 8 – THE NEW YORK TIMES COMPANY

• failure to successfully manage changes implemented by social media platforms, search engines, news

aggregators or mobile app stores and device manufacturers, including those affecting how our content and

applications are prioritized, displayed and monetized, could affect our business;

• consumers may increasingly use technology (such as incognito browsing) that decreases our ability to obtain

a complete view of the behavior of users who engage with our products;

• we may be unable to maintain or update our technology infrastructure in a way that meets market and

consumer demands; and

• the consumption of our content on delivery platforms of third parties may lead to limitations on monetization

of our products, the loss of control over distribution of our content and of a direct relationship with our

audience, and lower engagement and subscription rates.

Responding to these changes may require significant investment. We may be limited in our ability to invest

funds and resources in digital products, services or opportunities, and we may incur expense in building, maintaining

and evolving our technology infrastructure.

Unless we are able to use new and existing technologies to distinguish our products and services from those of

our competitors and develop in a timely manner compelling new products and services that engage users across

platforms, 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

business.

Revenue from subscriptions to our print and digital products makes up a majority of our total revenue.

Subscription revenue is sensitive to discretionary spending available to subscribers in the markets we serve, as well as

economic conditions. To the extent poor economic conditions lead consumers to reduce spending on discretionary

activities, our ability to retain current and obtain new subscribers could be hindered, thereby reducing our

subscription revenue. In addition, the growth rate of new subscriptions to our news products that are driven by

significant news events, such as an election, and/or promotional pricing may not be sustainable.

Print subscriptions have continued to decline, primarily due to increased competition from digital media

formats (which are often free to users), higher subscription prices and a growing preference among many consumers

to receive all or a portion of their news from sources other than a print newspaper. If 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. In addition, if we are unable to offset continued print subscription

revenue declines with digital subscription revenue, our subscription revenue will be adversely affected.

Subscriptions to content provided on our digital platforms generate substantial revenue for us, and our future

growth depends upon our ability to retain and grow our digital subscriber base and audience. To do so will require us

to evolve our subscription model, address changing consumer demands and developments in technology and

improve our digital product offering while continuing to deliver high-quality journalism and content that is

interesting and relevant to readers. 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 so without taking steps such as reducing pricing or incurring subscription acquisition

costs that would affect our margin or profitability.

Our ability to retain and grow our subscriber base also depends on the engagement of users with our products,

including the frequency, breadth and depth of their use. If users become less engaged with our products, they may be

less likely to purchase subscriptions or renew their existing subscriptions, which would adversely affect our

subscription revenues. In addition, we may implement changes in the free access we provide to our content or the

pricing of our subscriptions that could have an adverse impact on our ability to attract and retain subscribers.

Our advertising revenues are affected by numerous factors, including economic conditions, market dynamics,

audience fragmentation and evolving digital advertising trends.

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.

THE NEW YORK TIMES COMPANY – P. 9

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 of advertising offerings

and alternative advertising options.

Although print advertising revenue continues to represent a majority of our total advertising revenue

(approximately 54% of our total advertising revenues in 2018), the overall proportion continues to decline. The

increased popularity of digital media among consumers, particularly as a source for news and other content, has

driven a corresponding shift in 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.

The increasing number of digital media options available, including through social media platforms and news

aggregators, has expanded consumer choice significantly, resulting in audience fragmentation. Competition from

digital content providers and platforms, some of which charge lower rates than we do or have greater audience reach

and targeting capabilities, and the significant increase in inventory of digital advertising space, have affected and will

likely continue to affect our ability to attract and retain advertisers and to maintain or increase our advertising rates.

In recent years, large digital platforms, such as Facebook, Google and Amazon, which have greater audience reach

and targeting capabilities than we do, have commanded an increased share of the digital display advertising market,

and we anticipate that this trend will continue.

The digital advertising market itself continues to undergo significant change. Digital advertising networks and

exchanges, real-time bidding and other programmatic buying channels that allow advertisers to buy audiences at

scale are playing a more significant role in the advertising marketplace and may cause further downward pricing

pressure. Newer delivery platforms may also lead to a loss of distribution and pricing control and loss of a direct

relationship with consumers. Growing consumer reliance on mobile devices creates additional pressure, as mobile

display advertising may not command the same rates as desktop advertising. In addition, changes in the standards

for the delivery of digital advertising could also negatively affect our digital advertising revenues.

Technologies have been developed, and will likely continue to be developed, that enable consumers to

circumvent digital advertising on websites and mobile devices. Advertisements blocked by these technologies are

treated as not delivered and any revenue we would otherwise receive from the advertiser for that advertisement is

lost. Increased adoption of these technologies could adversely affect our advertising revenues, particularly if we are

unable to develop effective solutions to mitigate their impact.

We have continued to take steps intended to retain and grow our subscriber base, which we expect to have

long-term benefits for our advertising revenue, but may have the near-term effect of reducing inventory for digital

programmatic advertising in our products.

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 and prove the value of

our advertising and the effectiveness of our platforms to advertisers.

We may experience further downward pressure on our advertising revenue margins.

The character of our advertising continues to change, as demand for newer forms of advertising, such as

branded content and other customized advertising increases. The margin on revenues from some of these advertising

forms is generally lower than the margin on revenues we generate from our print advertising and traditional digital

display advertising. Consequently, we may experience further downward pressure on our advertising revenue

margins as a greater percentage of advertising revenues comes from these newer forms.

Investments we make in new and existing products and services expose us to risks and challenges that could

adversely affect our operations and profitability.

We have invested and expect to continue to invest significant resources to enhance and expand our existing

products and services and to develop new products and services. These investments have included, among others:

enhancements to our core news product; our lifestyle products (including our existing Crossword and Cooking

products, as well as a new Parenting product we plan to launch); investments in our podcasts and upcoming

television program, The Weekly; as well as our commercial printing and other ancillary operations. These efforts

present numerous risks and challenges, including the potential need for us to 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 costs to recruit, integrate and retain skilled employees); risks

P. 10 – THE NEW YORK TIMES COMPANY

associated with new strategic relationships; 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

these and other risks and challenges, growth into new areas may divert internal resources and the attention of our

management and other personnel, including journalists and product and technology specialists.

Although we have an established reputation as a global media company, our ability 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 and

services, are favorably received, they may not advance our business strategy as expected, may result in unanticipated

costs or liabilities and may fall short of expected return on investment targets or fail to generate sufficient revenue to

justify our investments, which could adversely affect our business, results of operations and financial condition.

The fixed cost nature of significant portions of our expenses may limit our operating flexibility and could adversely

affect our results of operations.

We continually assess our operations in an effort to identify opportunities to enhance operational efficiencies

and reduce expenses. However, significant portions of our expenses are fixed costs that neither increase nor decrease

proportionately with revenues. In addition, our ability to make short-term adjustments to manage our costs or to

make changes to our business strategy may be limited by certain of our collective bargaining agreements. If we were

unable to implement cost-control efforts or reduce our fixed costs sufficiently in response to a decline in 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 several single-employer defined benefit pension plans. Although we have frozen participation and

benefits under all but one of these qualified pension plans, 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.

We are required to make contributions to our plans to comply with minimum funding requirements imposed

by laws governing those plans. As of December 30, 2018, our qualified defined benefit pension plans were

underfunded by approximately $81 million. Our obligation to make additional contributions to our plans, and the

timing of any such contributions, depends on a number of factors, many of which are beyond our control. These

include: legislative changes; assumptions about mortality; and economic conditions, including a low interest rate

environment or sustained volatility and disruption in the stock and bond markets, which impact discount rates and

returns on plan assets.

As a result of required contributions to our qualified pension plans, we may have less cash available for

working capital and other corporate uses, which may have an 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

$223 million. Although we have frozen participation and benefits under 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.

Our participation in multiemployer pension plans may subject us to liabilities that could materially adversely affect

our results of operations, financial condition and cash flows.

We participate in, and make periodic contributions to, various multiemployer pension plans that cover many of

our current and former production and delivery union employees. Our required contributions to these plans could

increase because of a shrinking contribution base as a result of the insolvency or withdrawal of other companies that

currently contribute to these plans, the inability or failure of withdrawing companies to pay their withdrawal 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 extent of that plan’s 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 pension plans that are classified as “endangered,” “critical” or “critical

THE NEW YORK TIMES COMPANY – P. 11

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 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 withdrawal liabilities for actual and estimated partial withdrawals from several

plans in which we continue to participate. Until demand letters from some of the multiemployer plans’ trustees are

received, the exact amount of the withdrawal liability will not be fully known and, as such, a difference from the

recorded estimate could have an adverse effect on our results of operations, financial condition and cash flows.

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 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 these plans or if we trigger a partial withdrawal due to declines in

contribution base units or a partial cessation of our obligation to contribute, additional liabilities would need to be

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.

Security 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 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 parties to breach our security and compromise our information technology

systems. These attackers may use a blend of technology and social engineering techniques (including denial of service

attacks, phishing attempts intended to induce our employees and users to disclose information or unwittingly

provide access to systems or data and other techniques), with the goal of service disruption or data exfiltration.

Information security threats are constantly evolving, increasing the difficulty of detecting and successfully defending

against them. 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 third parties upon which our business relies, may be vulnerable to

interruption or damage that can result from natural disasters or the effects of climate change (such as increased storm

severity and flooding), fires, power outages or internet outages, acts of terrorism 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 vendors. 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 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 network or

information systems, or those of our third-party providers, and our disaster recovery planning cannot account for all

eventualities. Such an event could result in a disruption of our services, improper disclosure of personal data or

confidential information, or theft or misuse of our intellectual property, all of which could harm our reputation,

require us to expend resources to remedy such a security breach or defend against further attacks, divert

management’s attention and resources or subject us to liability under laws that protect personal data, or otherwise

adversely affect our business. While we maintain cyber risk insurance, the costs relating to any data breach could be

substantial, and our insurance may not be sufficient to cover all losses related to any future breaches of our systems.

P. 12 – THE NEW YORK TIMES COMPANY

Our 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 that The New York Times brand is a powerful and trusted brand with an excellent reputation for

high-quality independent journalism and content, but that our brand could be damaged by incidents that erode

consumer trust. For example, to the extent consumers perceive our journalism to be less reliable, whether as a result of

negative publicity or otherwise, our ability to attract readers and advertisers may be hindered. In addition, we may

introduce new products or services that users do not like and that may negatively affect our brand. We also may fail

to provide adequate customer service, which could erode confidence in our brand. Our 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 successful. To the extent our brand and reputation are

damaged by these or other incidents, our revenues and profitability could be adversely affected.

Our international operations expose us to economic 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 our business, and face the inherent

risks associated with doing business abroad, including:

• effectively managing and staffing foreign operations, including complying with local laws and regulations in

each different jurisdiction;

• ensuring the safety and security of our journalists and other employees;

• navigating local customs and practices;

• government policies and regulations that restrict the digital flow of information, which could block access to,

or the functionality of, our products, or other retaliatory actions or behavior by government officials;

• protecting and enforcing our intellectual property and other rights under varying legal regimes;

• complying with international laws and regulations, including those governing intellectual property, libel and

defamation, consumer privacy and the collection, use, retention, sharing and security of consumer and staff

data;

• potential economic, legal, political or social uncertainty and volatility in local or global market conditions

(e.g., as a result of the implementation of the United Kingdom’s referendum to withdraw membership from

the European Union, commonly referred to as Brexit);

• restrictions on the ability of U.S. companies to do business in foreign countries, including restrictions on

foreign ownership, foreign investment or repatriation of funds;

• higher-than-anticipated costs of entry; and

• currency exchange rate fluctuations.

Adverse developments in any of these areas could have an adverse impact on our business, financial condition

and results of operations. For example, we may incur increased costs necessary to comply with existing and newly

adopted laws and regulations or penalties for any failure to comply.

In addition, we have limited experience in developing and marketing our digital products in certain

international regions and non-English languages and could be at a disadvantage compared with local and

multinational competitors.

Failure to comply with laws and regulations, including with respect to privacy, data protection and consumer

marketing practices, could adversely affect our business.

Our business is subject to various laws and regulations of local and foreign jurisdictions, including laws and

regulations with respect to online privacy and the collection and use of personal 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, sharing and security of the data we receive from and about our users. Failure to protect

confidential user data, provide users with adequate notice of our privacy policies or obtain required valid consent, for

THE NEW YORK TIMES COMPANY – P. 13

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 and state legislative and

regulatory bodies, as well as foreign legislative and regulatory bodies, may expand current or enact new laws

regarding privacy and data protection. For example, the General Data Protection Regulation adopted by the European

Union imposed more stringent data protection requirements and significant penalties for noncompliance as of May

25, 2018; California’s recently adopted Consumer Privacy Act creates new data privacy rights effective in 2020; and

the European Union’s forthcoming ePrivacy Regulation is expected to impose, with respect to electronic

communications, stricter data protection and data processing requirements.

In addition, various federal and state laws and regulations, as well as the laws of foreign jurisdictions, govern

the manner in which we market our subscription products, including with respect to pricing and subscription

renewals. These laws and regulations often differ across jurisdictions.

Existing and newly adopted laws and regulations (or new interpretations of existing laws and regulations) may

impose new obligations in areas affecting 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 govern 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 advertisers. Each of these potential consequences could adversely affect our business and results of operations.

A 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.

The cost of raw materials, of which newsprint is the major component, represented approximately 5% of our

total operating costs in 2018. 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 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;

• duties on certain paper imports from Canada into United States; and

• an inability to maintain 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.

Outside the New York area, The Times is printed and distributed under contracts with print and distribution

partners across the United States and internationally. Financial pressures, newspaper industry economics or other

circumstances affecting these print and distribution partners could lead to reduced operations or consolidations of

print sites and/or distribution routes, which could increase the cost of printing and distributing our newspapers.

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 be adversely affected.

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, evaluate

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, including those that may operate in new and

developing industries, if we deem such properties sufficiently attractive.

P. 14 – THE NEW YORK TIMES COMPANY

Acquisitions may involve significant risks and uncertainties, including:

• difficulties in integrating acquired businesses (including cultural challenges associated with integrating

employees 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 associated with integrating financial reporting, internal control and information technology systems;

and

• other unanticipated problems and liabilities.

Competition for certain types of acquisitions, particularly digital properties, is significant. Even if successfully

negotiated, closed and integrated, certain acquisitions or investments may prove not to 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 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 and financial condition. These include, among others, the inability to find

potential buyers on favorable terms, disruption to our business and/or diversion of management attention from other

business concerns, loss of key employees and possible retention of certain liabilities related to the divested business.

Finally, we have made investments in companies, and we may make similar investments in the future.

Investments in these businesses subject us to the operating and financial risks of these businesses and to the risk that

we do not have sole control over the operations of these businesses. Our investments are generally illiquid and the

absence of a market may inhibit our ability to dispose of them. In addition, if the book value of an investment were to

exceed its fair value, we would be required to recognize an impairment charge related to the investment.

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.

Nearly half of our full-time equivalent work force is unionized. As a result, we are required to negotiate the

wage, benefits and other terms and conditions of employment with many of our employees collectively. Our results

could be adversely affected if future labor negotiations or contracts were to further restrict our ability to maximize the

efficiency of our operations, 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 interruptions

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 the terms and duration of our collective

bargaining agreements.

We 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 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 payment ecosystem, failure to recertify

and/or changes to rules or regulations concerning payment processing, we could be subject to fines and/or civil

liability, or lose our ability to accept credit and debit card payments, which would harm our reputation and adversely

impact our results of operations.

Our business may suffer if we cannot protect our intellectual property.

Our business depends on our intellectual property, including our valuable brands, content, services and

internally developed technology. We believe our proprietary trademarks and other intellectual property rights are

important to our continued success and our competitive position. Unauthorized parties may attempt to copy or

otherwise unlawfully obtain and use our content, services, technology and other intellectual property, and we cannot

THE NEW YORK TIMES COMPANY – P. 15

be certain that the steps we have taken to protect our proprietary rights will prevent any misappropriation or

confusion among consumers and merchants, or unauthorized use of these rights.

Advancements in technology have made the unauthorized duplication and wide dissemination of content

easier, making the enforcement of intellectual property rights more challenging. In addition, as our business and the

risk of misappropriation of our intellectual property rights have become more global in scope, we may not be able to

protect our proprietary rights in a cost-effective manner in a multitude of jurisdictions with varying laws.

If we are unable to procure, protect and enforce our intellectual property rights, including maintaining and

monetizing our intellectual property rights to our content, we may not realize the full value of these assets, and our

business 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.

We have been, and may be in the future, subject to claims of intellectual property infringement that could adversely

affect our business.

We periodically receive claims from third parties alleging infringement, misappropriation or other violations of

their intellectual property rights. These third parties include rights holders seeking to monetize intellectual property

they own or otherwise have rights to through asserting claims of infringement or misuse. Even if we believe that these

claims of intellectual property infringement are without merit, defending against the claims can be time-consuming,

be expensive to litigate or settle, and cause diversion of management attention.

These intellectual property infringement claims, if successful, may require us to enter into royalty or licensing

agreements on unfavorable terms, use more costly alternative technology 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.

We may not have access to the capital markets 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 Company’s access to, and the availability of, financing on acceptable terms and conditions in

the future will be impacted by many factors, including, but not limited to: (1) the Company’s financial performance;

(2) the Company’s 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 Company 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 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 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% 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.

P. 16 – THE NEW YORK TIMES COMPANY

Adverse results from litigation or governmental investigations can impact our business practices and operating

results.

From time to time, we are party to litigation, including matters relating to alleged libel or defamation and

employment-related matters, as well as regulatory, environmental and other proceedings with governmental

authorities and administrative agencies. See Note 19 of the Notes to the Consolidated Financial Statements regarding

certain matters. Adverse outcomes in lawsuits or investigations could result in significant monetary damages or

injunctive relief that could adversely affect our results of operations or financial condition as well as our ability to

conduct our business as it is presently being conducted. In addition, regardless of merit 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.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

Our principal executive offices are located in our New York headquarters building in the Times Square area.

The building 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. We owned a leasehold condominium

interest representing approximately 58% of the New York headquarters building until March 2009, when we entered

into an agreement to sell and simultaneously lease back 21 floors, or approximately 750,000 rentable square feet,

occupied by us (the “Condo Interest”). The sale price for the Condo Interest was $225.0 million. The lease term is 15

years, and 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 the fourth quarter of 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, totaling approximately 216,000 rentable square feet that were not included in the sale-

leaseback transaction, all of which are currently leased to third parties.

As part of the Company’s redesign of our headquarters building, which was substantially completed in the

fourth quarter of 2018, we consolidated the Company’s operations from the 17 floors we previously occupied and we

have leased five and a half additional floors to third parties as of December 30, 2018.

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 by the City of New York for which we have a ground lease. We have an option to

purchase the property before the lease ends in 2019 for $6.9 million. As of December 30, 2018, we also owned other

properties with an aggregate of approximately 3,000 gross square feet and leased other properties with an aggregate

of approximately 187,000 rentable square feet in various locations.

ITEM 3. LEGAL PROCEEDINGS

We are involved in various legal actions incidental to our business that are now pending against us. These

actions are generally for amounts greatly in excess of the payments, if any, that may be required to be made. See Note

19 of the Notes to the Consolidated Financial Statements for a description of certain matters, which is incorporated

herein by reference. 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.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

THE NEW YORK TIMES COMPANY – P. 17

EXECUTIVE OFFICERS OF THE REGISTRANT

Name Age

Employed By

Registrant Since Recent Position(s) Held as of February 26, 2019

Mark Thompson 61 2012 President and Chief Executive Officer (since 2012); Director-

General, British Broadcasting Corporation (2004 to 2012)

A.G. Sulzberger 38 2009 Publisher of The Times (since 2018); Deputy Publisher (2016 to

2017); Associate Editor (2015-2016); Assistant Editor

(2012-2015)

R. Anthony Benten 55 1989 Senior Vice President, Treasurer (since December 2016) and

Corporate Controller (since 2007); Senior Vice President,

Finance (2008 to 2016)

Diane Brayton 50 2004 Executive Vice President, General Counsel (since January 2017)

and Secretary (since 2011); Deputy General Counsel (2016);

Assistant Secretary (2009 to 2011) and Assistant General

Counsel (2009 to 2016)

Roland A. Caputo 58 1986 Executive 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

Officer, The New York Times Media Group (2008 to 2013)

Meredith Kopit Levien 47 2013 Executive Vice President (since 2013) and Chief Operating

Officer (since 2017); Chief Revenue Officer (2015 to 2017);

Executive Vice President, Advertising (2013 to 2015); Chief

Revenue Officer, Forbes Media LLC (2011 to 2013)

P. 18 – THE NEW YORK TIMES COMPANY

PART II

ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER

MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

MARKET INFORMATION

The 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 21, 2019, was as follows: Class A Common Stock: 5,394;

Class B Common Stock: 25.

We have paid quarterly dividends of $0.04 per share on the Class A and Class B Common Stock since late 2013.

In February 2019, the Board of Directors approved a quarterly dividend of $0.05 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 requirements, 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)

Period

Total number of

shares of Class A

Common Stock

purchased

(a)

Average

price paid

per share of

Class A

Common Stock

(b)

Total number of

shares of Class A

Common Stock

purchased

as part of

publicly

announced plans

or programs

(c)

Maximum

number (or

approximate

dollar value)

of shares of

Class A

Common

Stock that may

yet be

purchased

under the plans

or programs

(d)

October 1, 2018 - November 4, 2018 — $ — — $ 16,236,612

November 5, 2018 - December 2, 2018 — $ — — $ 16,236,612

December 3, 2018 - December 30, 2018 — $ — — $ 16,236,612

Total for the fourth quarter of 2018 — $ — — $ 16,236,612

(1)

On January 13, 2015, the Board of Directors approved an authorization of $101.1 million to repurchase shares of the Company’s Class A

Common Stock. As of December 30, 2018, repurchases under this authorization totaled $84.9 million (excluding commissions), and $16.2 million

remained under this authorization. All purchases were made pursuant to our publicly announced share repurchase program. Our Board of

Directors has authorized us to purchase shares from time to time, subject to market conditions and other factors. There is no expiration date with

respect to this authorization.

THE NEW YORK TIMES COMPANY – P. 19

PERFORMANCE PRESENTATION

The following graph shows the annual cumulative total stockholder return for the five fiscal years ended

December 30, 2018, on an assumed investment of $100 on December 29, 2013, 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. 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.

Stock Performance Comparison Between the S&P 400 Midcap Index, S&P 1500 Publishing & Printing Index

and The New York Times Company’s Class A Common Stock

P. 20 – THE NEW YORK TIMES COMPANY

ITEM 6. SELECTED FINANCIAL DATA

The Selected Financial Data should be read in conjunction with “Item 7 — Management’s Discussion and

Analysis of Financial Condition and Results of Operations” and the Consolidated Financial Statements and the

related Notes in Item 8. The results of operations for the New England Media Group, which was sold in 2013, have

been presented as discontinued operations for all periods presented (see Note 14 of the Notes to the Consolidated

Financial Statements). The pages following the table show certain items included in Selected Financial Data. All per

share amounts on those pages are on a diluted basis. Fiscal year 2017 comprised 53 weeks and all other fiscal years

presented in the table below comprised 52 weeks.

As of and for the Years Ended

(In thousands)

December 30,

2018

December 31,

2017

December 25,

2016

December 27,

2015

December 28,

2014

(52 Weeks) (53 Weeks) (52 Weeks) (52 Weeks) (52 Weeks)

Statement of Operations Data

Revenues $ 1,748,598 $ 1,675,639 $ 1,555,342 $ 1,579,215 $ 1,588,528

Operating costs

(1)

1,558,778 1,493,278 1,419,416 1,385,840 1,470,234

Headquarters redesign and consolidation 4,504 10,090 — — —

Restructuring charge — — 16,518 — —

Multiemployer pension and other contractual (gain)/

loss

(1)

(4,851) (4,320) 6,730 9,055 —

Early termination charge and other expenses — — — — 2,550

Operating profit

(1)

190,167 176,591 112,678 184,320 115,744

Other components of net periodic benefit costs

(1)

8,274 64,225 11,074 47,735 23,796

Gain/(loss) from joint ventures 10,764 18,641 (36,273) (783) (8,368)

Interest expense and other, net 16,566 19,783 34,805 39,050 53,730

Income from continuing operations before income

taxes 176,091 111,224 30,526 96,752 29,850

Income from continuing operations 127,460 7,268 26,105 62,842 33,391

Loss from discontinued operations, net of income

taxes — (431) (2,273) — (1,086)

Net income attributable to The New York Times

Company common stockholders 125,684 4,296 29,068 63,246 33,307

Balance Sheet Data

Cash, cash equivalents and marketable securities $ 826,363 $ 732,911 $ 737,526 $ 904,551 $ 981,170

Property, plant and equipment, net 638,846 640,939 596,743 632,439 665,758

Total assets 2,197,123 2,099,780 2,185,395 2,417,690 2,566,474

Total debt and capital lease obligations 253,630 250,209 246,978 431,228 650,120

Total New York Times Company stockholders’ equity 1,040,781 897,279 847,815 826,751 726,328

(1)

As a result of the adoption of the ASU 2017-07 during the first quarter of 2018, the service cost component of net periodic benefit costs/(income)

from our pension and other postretirement benefits plans will continue to be presented within operating costs, while the other components of

net periodic benefits costs/(income) such as interest cost, amortization of prior service credit and gains or losses from our pension and other

postretirement benefits plans will be separately presented outside of “Operating costs” in the new line item “Other components of net periodic

benefits costs/(income)”. The Company has recast the Consolidated Statement of Operations for the respective prior periods presented to

conform with the current period presentation. Costs associated with multiemployer pension plans were not addressed in ASU 2017-07, and

continue to be included in operating costs, except as separately disclosed.

THE NEW YORK TIMES COMPANY – P. 21

As of and for the Years Ended

(In thousands, except ratios, per share

and employee data)

December 30,

2018

December 31,

2017

December 25,

2016

December 27,

2015

December 28,

2014

(52 Weeks) (53 Weeks) (52 Weeks) (52 Weeks) (52 Weeks)

Per Share of Common Stock

Basic earnings/(loss) per share attributable to The New York Times Company common stockholders:

Income from continuing operations $ 0.76 $ 0.03 $ 0.19 $ 0.38 $ 0.23

Loss from discontinued operations, net of income

taxes — — (0.01) — (0.01)

Net income $ 0.76 $ 0.03 $ 0.18 $ 0.38 $ 0.22

Diluted earnings/(loss) per share attributable to The New York Times Company common stockholders:

Income from continuing operations $ 0.75 $ 0.03 $ 0.19 $ 0.38 $ 0.21

Loss from discontinued operations, net of income

taxes — — (0.01) — (0.01)

Net income $ 0.75 $ 0.03 $ 0.18 $ 0.38 $ 0.20

Dividends declared per share $ 0.16 $ 0.16 $ 0.16 $ 0.16 $ 0.16

New York Times Company stockholders’ equity per

share $ 6.23 $ 5.46 $ 5.21 $ 4.97 $ 4.50

Average basic shares outstanding 164,845 161,926 161,128 164,390 150,673

Average diluted shares outstanding 166,939 164,263 162,817 166,423 161,323

Key Ratios

Operating profit to revenues 10.9% 10.5% 7.2% 11.7% 7.3%

Return on average common stockholders’ equity 13.0% 0.5% 3.5% 8.1% 4.2%

Return on average total assets 5.8% 0.2% 1.3% 2.5% 1.3%

Total debt and capital lease obligations to total

capitalization

19.6% 21.8% 22.6% 34.3% 47.2%

Current assets to current liabilities 1.33 1.80 2.00 1.53 1.91

Full-Time Equivalent Employees 4,320 3,789 3,710 3,560 3,588

The items below are included in the Selected Financial Data. As a result of the adoption of ASU 2017-07 during

the first quarter of 2018, the Company has recast the respective prior periods to conform with the current period

presentation.

2018

The items below had a net unfavorable effect on our Income from continuing operations of $7.3 million, or $.05

per share:

• $15.3 million of pre-tax expenses ($11.2 million after tax, or $.07 per share) for non-operating retirement costs;

• an $11.3 million pre-tax gain ($8.5 million after tax or $.05 per share) reflecting our proportionate share of a

distribution from the sale of assets by Madison Paper Industries (“Madison”), a partnership that previously

operated a paper mill, in which the Company has an investment through a subsidiary. See Note 6 of the Notes

to the Consolidated Financial Statements for more information on this item;

• a $6.7 million pre-tax charge ($4.9 million after tax, or $.03 per share) for severance costs;

• a $4.9 million pre-tax gain ($3.6 million after tax or $.02 per share) from a multiemployer pension plan

liability adjustment. See Note 10 of the Notes to the Consolidated Financial Statements for more information

on this item; and

P. 22 – THE NEW YORK TIMES COMPANY

• a $4.5 million pre-tax charge ($3.3 million after tax or $.02 per share) in connection with the redesign and

consolidation of space in our headquarters building. See Note 8 of the Notes to the Consolidated Financial

Statements for more information on this item.

2017 (53-week fiscal year)

The items below had a net unfavorable effect on our Income from continuing operations of $119.9 million, or $.

73 per share:

• $102.1 million of pre-tax pension settlement charges ($61.5 million after tax, or $.37 per share) in connection

with the transfer of certain pension benefit obligations to insurers (in connection with the adoption of ASU

2017-07 this amount was reclassified to “Other components of net periodic benefit costs” below “Operating

profit”);

• a $68.7 million charge ($.42 per share) primarily attributable to the remeasurement of our net deferred tax

assets required as a result of tax legislation;

• a $37.1 million pre-tax gain ($22.3 million after tax, or $.14 per share) primarily in connection with the

settlement of contractual funding obligations for a postretirement plan (in connection with the adoption of

ASU 2017-07, $32.7 million relating to the postretirement plan was reclassified to “Other components of net

periodic benefit costs” below “Operating profit” while the contractual gain of $4.3 million remains in

“Multiemployer pension and other contractual gains” within “Operating profit”);

• a $23.9 million pre-tax charge ($14.4 million after tax, or $.09 per share) for severance costs;

• a $15.3 million net pre-tax gain ($9.4 million after tax, or $.06 per share) from joint ventures consisting of (i) a

$30.1 million gain related to the sale of the remaining assets of Madison, (ii) an $8.4 million loss reflecting our

proportionate share of Madison’s settlement of pension obligations, and (iii) a $6.4 million loss from the sale

of our 49% equity interest in Donahue Malbaie Inc. (“Malbaie”), a Canadian newsprint company;

• a $10.1 million pre-tax charge ($6.1 million after tax, or $.04 per share) in connection with the redesign and

consolidation of space in our headquarters building; and

• $1.5 million of pre-tax expenses ($0.9 million after tax, or $.01 per share) for non-operating retirement costs;

2016

The items below had a net unfavorable effect on our Income from continuing operations of $60.2 million, or $.37

per share:

• a $37.5 million pre-tax loss ($22.8 million after tax, or $.14 per share) from joint ventures related to the

announced closure of the paper mill operated by Madison;

• a $21.3 million pre-tax pension settlement charge ($12.8 million after tax, or $.08 per share) in connection with

lump-sum payments made under an immediate pension benefits offer to certain former employees (in

connection with the adoption of ASU 2017-07 this amount was reclassified to “Other components of net

periodic benefit costs” below “Operating profit”);

• an $18.8 million pre-tax charge ($11.3 million after tax, or $.07 per share) for severance costs;

• a $16.5 million pre-tax charge ($9.8 million after tax, or $.06 per share) in connection with the streamlining of

the Company’s international print operations (primarily consisting of severance costs), (in connection with

the adoption of ASU 2017-07, $1.7 million related to a gain from the pension curtailment previously included

with this special item was reclassified to “Other components of net periodic benefit costs” below “Operating

profit”);

• a $6.7 million pre-tax charge ($4.0 million after tax or $.02 per share) for a partial withdrawal obligation under

a multiemployer pension plan following an unfavorable arbitration decision;

• a $5.5 million of pre-tax expenses ($3.3 million after tax, or $.02 per share) for non-operating retirement costs;

and

• a $3.8 million income tax benefit ($.02 per share) primarily due to a reduction in the Company’s reserve for

uncertain tax positions.

THE NEW YORK TIMES COMPANY – P. 23

2015

The items below had a net unfavorable effect on our Income from continuing operations of $47.3 million, or $.28

per share:

• a $40.3 million pre-tax pension settlement charge ($24.0 million after tax, or $.14 per share) in connection with

lump-sum payments made under an immediate pension benefits offer to certain former employees;

• $22.9 million of pre-tax expenses ($13.7 million after tax, or $.08 per share) for non-operating retirement costs;

• a $9.1 million pre-tax charge ($5.4 million after tax, or $.03 per share) for partial withdrawal obligations under

multiemployer pension plans; and

• a $7.0 million pre-tax charge ($4.2 million after tax, or $.03 per share) for severance costs.

2014

The items below had a net unfavorable effect on our Income from continuing operations of $29.7 million, or $.19

per share:

• $27.5 million of pre-tax expenses ($16.3 million after tax, or $.10 per share) for non-operating retirement costs;

• a $36.1 million pre-tax charge ($21.4 million after tax, or $.13 per share) for severance costs;

• a $21.1 million income tax benefit ($.13 per share) primarily due to reductions in the Company’s reserve for

uncertain tax positions;

• a $9.5 million pre-tax pension settlement charge ($5.7 million after tax, or $.04 per share) in connection with

lump-sum payments made under an immediate pension benefits offer to certain former employees;

• a $9.2 million pre-tax charge ($5.9 million after tax or $.04 per share) for an impairment related to the

Company’s investment in a joint venture; and

• a $2.6 million pre-tax charge ($1.5 million after tax, or $.01 per share) for the early termination of a

distribution agreement.

The following table reconciles other components of net periodic benefit costs, to the comparable non-GAAP

metric, non-operating retirement costs:

Years Ended

(In thousands)

December 30,

2018

December 31,

2017

December 25,

2016

December 27,

2015

December 28,

2014

(52 Weeks) (53 Weeks) (52 Weeks) (52 Weeks) (52 Weeks)

Other components of net periodic benefit costs: 8,274 64,225 11,074 47,735 23,796

Add: Multiemployer pension plan withdrawal costs 7,002 6,599 14,001 15,537 13,282

Less: Special Items

Pension settlement expense — 102,109 21,294 40,329 9,525

Postretirement benefit plan settlement gain — (32,737) — — —

Pension curtailment gain — — (1,683) — —

Non-operating retirement costs 15,276 1,452 5,464 22,943 27,553

P. 24 – THE NEW YORK TIMES COMPANY

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

The following discussion and analysis provides information that management believes is relevant to an

assessment and understanding of our consolidated financial condition as of December 30, 2018, and results of

operations for the three years ended December 30, 2018. This item should be read in conjunction with our

Consolidated Financial Statements and the related Notes included in this Annual Report.

EXECUTIVE OVERVIEW

We are a global media organization that includes newspapers, print and digital products and related businesses.

We have one reportable segment with businesses that include our newspaper, websites and mobile applications.

We generate revenues principally from subscriptions and advertising. Other revenues primarily consist of

revenues from licensing, affiliate referrals, building rental revenue, commercial printing, NYT Live (our live events

business) and retail commerce. Our main operating costs are employee-related costs.

In the accompanying analysis of financial information, we present certain information derived from

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. 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 — Non-

GAAP Financial Measures.”

As a result of the adoption of the ASU 2017-07 during the first quarter of 2018, the Company has recast the

Consolidated Statement of Operations for periods prior to 2018 to conform with the current period presentation.

Fiscal year 2017 comprised 53 weeks, while all other fiscal years presented in this Item 7 comprised 52 weeks.

This report includes a discussion of the estimated impact of this additional week in 2017 on our year-over-year

comparison of revenues where meaningful. Management believes that estimating the impact of the additional week

on the Company’s operating costs and operating profit presents challenges and, therefore, no such estimate is made

with respect to these items. For further detail on the impact of the additional week on our results, see the discussion

below and “— Results of Operations-Non-GAAP Financial Measures.”

2018 Financial Highlights

In 2018, diluted earnings per share from continuing operations were $0.75, compared with $0.03 for 2017.

Diluted earnings per share from continuing operations excluding severance, non-operating retirement costs and

special items discussed below (or “adjusted diluted earnings per share,” a non-GAAP measure) were $0.81 for 2018,

compared with $0.76 for 2017.

Operating profit in 2018 was $190.2 million, compared with $176.6 million for 2017. The increase was mainly

driven by higher digital subscription revenues, other revenues and digital advertising revenues, partially offset by

lower print advertising revenues and higher operating costs. Operating profit before depreciation, amortization,

severance, multiemployer pension plan withdrawal costs and special items discussed below (or “adjusted operating

profit,” a non-GAAP measure) was $262.6 million and $274.8 million for 2018 and 2017, respectively.

Total revenues increased 4.4% to $1.75 billion in 2018 from $1.68 billion in 2017 primarily driven by an increase

in digital subscription revenue as well as increases in other revenues and digital advertising revenue, partially offset

by a decrease in print advertising revenue and print subscription revenue. Total digital revenues increased to

approximately $709 million in 2018 compared with $620 million in 2017. Excluding the impact of the additional week

in 2017, estimated total revenues increased 6.2%, driven by the same factors identified above.

Subscription revenues increased 3.4% to $1.04 billion in 2018 compared with $1.01 billion in 2017, primarily due

to growth in the number of subscriptions to the Company’s digital-only products. Revenue from the Company’s

digital-only subscription products (which include our news product, as well as our Crossword and Cooking

products) increased 17.7% compared with 2017, to $400.6 million. Excluding the impact of the additional week in

THE NEW YORK TIMES COMPANY – P. 25

2017, estimated subscription revenues and digital-only subscription revenues increased 5.3% and 20.2%, respectively,

driven by the same factors identified above.

Paid digital-only subscriptions totaled approximately 3,360,000 as of December 30, 2018, a 27.1% increase

compared with year-end 2017. News product subscriptions totaled approximately 2,713,000 at the end of 2018, a

21.6% increase compared with 2017. Other product subscriptions, which include subscriptions to our Crossword

product and Cooking product, totaled approximately 647,000 at the end of 2018, a 56.7% increase compared with 2017.

Total advertising revenues remained flat at $558.3 million in 2018 compared with 2017, reflecting a 6.5%

decrease in print advertising revenues, offset by an 8.6% increase in digital advertising revenues. The decrease in print

advertising revenues resulted from a continued decline in display advertising, primarily in the luxury and

entertainment categories. The increase in digital advertising revenues primarily reflected increases in revenue from

both direct-sold advertising and creative services, partially offset by a decrease in revenue from programmatic

advertising. Print and digital advertising revenues in 2017 also benefited from an extra week in the fiscal

year. Excluding the impact of the additional week in 2017, estimated advertising revenues increased 1.7%, driven by

the same factors identified above.

Other revenues increased 36.0% to $147.8 million in 2018 compared with $108.7 million in 2017, largely due to

growth in our commercial printing operations, affiliate referral revenue associated with the product review and

recommendation website, Wirecutter, and revenue from the rental of five and a half additional floors in our New York

headquarters building. Digital other revenues totaled $49.5 million in 2018, an 18.8% increase compared with 2017,

driven primarily by affiliate referral revenue associated with Wirecutter. Excluding the impact of the additional week

in 2017, estimated other revenues increased 36.7%, driven by the same factors identified above.

Operating costs increased in 2018 to $1.56 billion from $1.49 billion in 2017, driven by higher marketing

expenses incurred to promote our brand and products and grow our subscriber base, labor and raw material costs

related to our commercial printing operations, and costs related to our advertising business, partially offset by lower

print production and distribution costs related to our newspaper. Operating costs before depreciation, amortization,

severance and multiemployer pension plan withdrawal costs (or “adjusted operating costs,” a non-GAAP measure)

increased in 2018 to $1.49 billion from $1.40 billion in 2017.

Business Environment

We believe that a number of factors and industry trends have had, and will continue to have, an adverse effect

on our business and prospects. These include the following:

Competition in our industry

We operate in a highly competitive environment. Our print and digital products compete for subscription and

advertising revenue with both traditional and other content providers, as well as search engines and social media

platforms. Competition among companies offering online content is intense, 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, among other things, our ability to continue delivering high-

quality journalism 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

products, and our ability to reach new users; our ability to develop, maintain and monetize our products, and the

pricing of our products; our marketing and selling efforts; the visibility of our content and products compared with

that of our competitors; our ability to provide marketers with a compelling return on their investments; our ability to

attract, retain and motivate talented employees, including journalists and product and technology specialists; our

ability to manage and grow our business in a cost-effective manner; and our reputation and brand strength compared

with those of our competitors.

Evolving subscription model

Subscription revenue is a significant source of revenue for us and an increasingly important driver as the

overall composition of our revenues has shifted in response to our “subscription-first” strategy and transformations

in our industry. The largest portion of our subscription revenue is currently from our print newspaper, where we have

experienced declining circulation volume in recent years. This is due to, among other factors, increased competition

P. 26 – THE NEW YORK TIMES COMPANY

from digital media formats (which are often free to users), higher print subscription and single-copy prices and a

growing preference among some consumers to receive their news from sources other than a print newspaper.

Advances in technology have led to an increased number of methods for the delivery and consumption of news

and other content. These developments are also driving changes in the preferences and expectations of consumers as

they seek more control over how they consume content. Our ability to retain and grow our digital subscriber base

depends on, among other things, our ability to evolve our subscription model, address changing consumer demands

and developments in technology and improve our digital product offering while continuing to deliver high-quality

journalism and content that is interesting and relevant to readers. Retention and growth of our digital subscriber base

also depends on the engagement of users with our products, including the frequency, breadth and depth of their use.

Advertising market dynamics

We derive substantial revenue from the sale of advertising in our products. 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 of advertising offerings and alternative advertising options.

During 2018, the Company, along with others in the industry, continued to experience significant pressure on

print advertising revenue. Although print advertising revenue represented a majority of our total advertising revenue

in 2018, the overall proportion continues to decline. The increased popularity of digital media among consumers,

particularly as a source for news and other content, has driven a corresponding shift in 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.

The digital advertising market continues to undergo significant changes. The increasing number of digital

media options available, including through social media platforms and news aggregators, has resulted in audience

fragmentation and increased competition for advertising. Competition from digital content providers and platforms,

some of which charge lower rates than we do or have greater audience reach and targeting capabilities, and the

significant increase in inventory of digital advertising space, have affected and will likely continue to affect our ability

to attract and retain advertisers and to maintain or increase our advertising rates. In recent years, large digital

platforms, such as Facebook, Google and Amazon, which have greater audience reach and targeting capabilities than

we do, have commanded an increased share of the digital display advertising market, and we anticipate that this

trend will continue. In addition, digital advertising networks and exchanges, real-time bidding and other

programmatic buying channels that allow advertisers to buy audiences at scale are playing a more significant role in

the advertising marketplace and may cause further downward pricing pressure.

The character of our digital advertising business also continues to change, as demand for newer forms of

advertising, such as branded content and other customized advertising increases. The margin on revenues from some

of these advertising forms is generally lower than the margin on revenues we generate from our print advertising and

traditional digital display advertising. Consequently, we may experience further downward pressure on our

advertising revenue margins as a greater percentage of advertising revenues comes from these newer forms.

In addition, technologies have been and will continue to be developed that enable consumers to block digital

advertising on websites and mobile devices. Advertisements blocked by these technologies are treated as not

delivered and any revenue we would otherwise receive from the advertiser for that advertisement is lost.

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 our audience and prove the value of our

advertising and the effectiveness of our platforms to advertisers.

Economic conditions

Global, national and local economic conditions affect various aspects of our business. Our subscription revenue

is sensitive to discretionary spending available to subscribers in the markets we serve, and to the extent poor

economic conditions lead consumers to reduce spending on discretionary activities, our ability to retain current

subscribers and obtain new subscribers could be hindered.

In addition, the level of advertising sales in any period may be affected by advertisers’ decisions to increase or

decrease their advertising expenditures in response to anticipated consumer demand and general economic

conditions. Changes in spending patterns and priorities, including shifts in marketing strategies and/or budget cuts

of key advertisers in response to economic conditions could have an effect on our advertising revenues.

THE NEW YORK TIMES COMPANY – P. 27

Fixed costs

A significant portion of our expenses are fixed costs that neither increase nor decrease proportionately with

revenues. We are limited in our ability to make short-term adjustments to manage some of these costs by certain of

our collective bargaining agreements. Employee-related costs, depreciation, amortization and raw materials together

accounted for nearly half of our total operating costs in 2018.

For a discussion of these and other factors that could affect our business, results of operations and financial

condition, see “Item 1A — Risk Factors.”

Our Strategy

We continue to operate during a period of transformation in our industry, which has presented both challenges

to and opportunities for the Company. We believe that the following priorities will be key to our strategic efforts.

Providing journalism worth paying for

We believe that The Times’s original and high-quality content and journalistic excellence set us apart from other

news organizations, and that our readers are willing to pay for trustworthy, insightful and differentiated content.

During 2018, The Times again broke stories and produced investigative reports that sparked global

conversations on wide-ranging topics. Our ground-breaking journalism continues to be recognized, most notably in

the number of Pulitzer prizes The Times has received — more than any other news organization. In addition, we have

continued to make significant investments in our newsroom, adding journalistic talent across a wide range of areas —

from our business coverage to our opinion pages — and investing in new forms of visual and multimedia journalism.

Our highly popular news podcast, The Daily, which we launched in 2017, was the most downloaded podcast on

Apple’s iTunes in 2018. And during the year, we announced the development of a new TV show called The Weekly

that will launch in 2019 and provide a new platform through which to deliver our journalism.

We believe that the continued growth over the last year in subscriptions to our products demonstrates the

success of our “subscription-first” strategy and the willingness of our readers to pay for high-quality journalism. As of

December 30, 2018, we had approximately 4.3 million total subscriptions to our products, more than at any point in

our history.

In 2019, we expect to continue to make significant investments in our journalism and remain committed to

providing high-quality, trustworthy and differentiated content that we believe sets us apart.

Growing our audience and strengthening engagement to support subscription growth

We continue to focus on expanding our audience reach and strengthening the engagement of users by making

The Times an indispensable part of their daily lives. And we continue to communicate the value of independent, high-

quality journalism and why it matters.

During 2018, we continued to enhance our core news product to improve user experience and engagement, and

took further steps to build direct relationships with users to support continued subscription growth. We also invested

in brand marketing initiatives to reinforce the importance of deeply-reported independent journalism and the value

of The Times brand.

During the year, we also continued to make enhancements to our lifestyle products and services, including our

Crossword and Cooking products and Wirecutter. And we continued our efforts to grow and engage our audience

around the world, investing in, among other things, opportunities to reach more readers in the United Kingdom and

Australia. In addition, we continued to experiment with reaching new readers on third-party platforms, while

remaining focused on building direct relationships with readers on our own platforms.

Looking ahead, we will explore additional opportunities to grow and engage our audience, further innovate

our products and invest in brand marketing initiatives, while remaining committed to creating high-quality content

that sets The Times apart.

P. 28 – THE NEW YORK TIMES COMPANY

Growing our long-term profitability

We are focused on becoming a more effective and efficient organization and have taken and continue to take a

number of steps to maximize the long-term profitability of the Company.

In addition to growing our digital subscription revenue, we remain committed to growing our digital

advertising revenue by developing innovative and compelling advertising offerings that integrate well with the user

experience and provide value to advertisers. We believe we have a powerful brand that, because of the quality of our

journalism, attracts educated, affluent and influential audiences, and provides a safe and trusted platform for

advertisers’ brands. We will continue to focus on leveraging our brand in developing and refining our advertising

offerings.

We are also focused on maximizing the efficiency and profitability of our print products and services, which

remains a significant part of our business.

In recent years, we have taken steps to realign our organizational structure to accelerate our digital

transformation, and we continue to optimize our product, technology and data systems, and enterprise platforms to

improve the speed with which we are able to achieve our goals.

Looking ahead, we will continue to focus on optimizing our organizational and cost structure to support long-

term profitable growth.

Effectively managing our liquidity and our non-operating costs

We have continued to strengthen our liquidity position and further de-leverage and de-risk our balance sheet.

As of December 30, 2018, the Company had cash and cash equivalents and marketable securities of approximately

$826 million, which exceeded our total debt and capital lease obligations by approximately $573 million. We believe

our cash balance and cash provided by operations, in combination with other sources of cash, will be sufficient to

meet our financing needs over the next 12 months.

In March 2009, we entered into an agreement to sell and simultaneously lease back the Condo Interest in our

headquarters building. The sale price for the Condo Interest was $225.0 million less transaction costs, for net proceeds

of approximately $211 million. We have an option, exercisable in the fourth quarter of 2019, to repurchase the Condo

Interest for $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.

In addition, 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 30, 2018, by approximately $81 million, compared with approximately $69 million as of December 31, 2017.

We made contributions of approximately $8 million to certain qualified pension plans in 2018, compared with

approximately $128 million, including discretionary contributions of $120 million, in 2017. We expect contributions

made in 2019 to satisfy minimum funding requirements to total approximately $9 million.

We have taken steps over the last several years to reduce the size and volatility of our pension obligations,

including freezing accruals under all but one of our qualified defined benefit pension plans, which cover both our

non-union employees and those covered by certain collective bargaining agreements, and making immediate pension

benefits offers in the form of lump-sum payments to certain former employees. During 2017, we entered into

agreements to transfer certain future benefit obligations and administrative costs to insurers, which allowed us to

reduce our overall qualified pension plan obligations by approximately $263 million. See Note 10 of the Notes to the

Consolidated Financial Statements for additional information on these actions. We will continue to look for ways to

reduce the size and volatility of our pension obligations.

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 significant impact on our reported financial results. We expect to continue to

experience volatility in our retirement-related costs, including pension, multiemployer pension and retiree medical

costs.

THE NEW YORK TIMES COMPANY – P. 29

RESULTS OF OPERATIONS

Overview

Fiscal years 2018 and 2016 each comprised 52 weeks and fiscal year 2017 comprised 53 weeks. The following

table presents our consolidated financial results:

Years Ended % Change

(In thousands)

December 30,

2018

December 31,

2017

December 25,

2016

2018 vs.

2017

2017 vs.

2016

(52 weeks) (53 weeks) (52 weeks)

Revenues

Subscription $ 1,042,571 $ 1,008,431 $ 880,543 3.4 14.5

Advertising 558,253 558,513 580,732 * (3.8)

Other 147,774 108,695 94,067 36.0 15.6

Total revenues 1,748,598 1,675,639 1,555,342 4.4 7.7

Operating costs

Production costs:

Wages and benefits 380,678 363,686 364,302 4.7 (0.2)

Raw materials 76,542 66,304 72,325 15.4 (8.3)

Other production costs 196,956 186,352 192,728 5.7 (3.3)

Total production costs 654,176 616,342 629,355 6.1 (2.1)

Selling, general and administrative costs 845,591 815,065 728,338 3.7 11.9

Depreciation and amortization 59,011 61,871 61,723 (4.6) 0.2

Total operating costs

(1)

1,558,778 1,493,278 1,419,416 4.4 5.2

Headquarters redesign and consolidation 4,504 10,090 — (55.4) *

Restructuring charge — — 16,518 * *

Multiemployer pension and other contractual (gain)/loss

(1)

(4,851) (4,320) 6,730 12.3 *

Operating profit

(1)

190,167 176,591 112,678 7.7 56.7

Other components of net periodic benefit costs

(1)

8,274 64,225 11,074 (87.1) *

Gain/(loss) from joint ventures 10,764 18,641 (36,273) (42.3) *

Interest expense and other, net 16,566 19,783 34,805 (16.3) (43.2)

Income from continuing operations before income taxes 176,091 111,224 30,526 58.3 *

Income tax expense 48,631 103,956 4,421 (53.2) *

Income from continuing operations 127,460 7,268 26,105 * (72.2)

Loss from discontinued operations, net of income taxes — (431) (2,273) * (81.0)

Net income 127,460 6,837 23,832 * (71.3)

Net (income)/loss attributable to the noncontrolling interest (1,776) (2,541) 5,236 (30.1) *

Net income attributable to The New York Times Company

common stockholders $ 125,684 $ 4,296 $ 29,068 * (85.2)

* Represents a change equal to or in excess of 100% or one that is not meaningful.

(1)

As a result of the adoption of ASU 2017-07 during the first quarter of 2018, the service cost component of net periodic benefit costs/(income)

from our pension and other postretirement benefits plans will continue to be presented within operating costs, while the other components of

net periodic benefits costs/(income) such as interest cost, amortization of prior service credit and gains or losses from our pension and other

postretirement benefits plans will be separately presented outside of “Operating costs” in the new line item “Other components of net periodic

benefits costs/(income)”. The Company has recast the Consolidated Statement of Operations for the respective prior periods presented to

conform with the current period presentation. Costs associated with multiemployer pension plans were not addressed in ASU 2017-07, and

continue to be included in operating costs, except as separately disclosed.

P. 30 – THE NEW YORK TIMES COMPANY

Revenues

Subscription, advertising and other revenues were as follows:

Years Ended % Change

(In thousands)

December 30,

2018

December 31,

2017

December 25,

2016

2018 vs.

2017

2017 vs.

2016

(52 weeks) (53 weeks) (52 weeks)

Subscription $ 1,042,571 $ 1,008,431 $ 880,543 3.4 14.5

Advertising 558,253 558,513 580,732 — (3.8)

Other 147,774 108,695 94,067 36.0 15.6

Total $ 1,748,598 $ 1,675,639 $ 1,555,342 4.4 7.7

Subscription Revenues

Subscription revenues consist of revenues from subscriptions to our print and digital products (which include

our news product, as well as our Crossword and Cooking products), and single-copy and bulk sales of our print

products (which represent less than 10% 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.

The following table summarizes digital-only subscription revenues for the years ended December 30, 2018,

December 31, 2017, and December 25, 2016:

Years Ended % Change

(In thousands)

December 30,

2018

December 31,

2017

December 25,

2016

2018 vs.

2017

2017 vs.

2016

(52 weeks) (53 weeks) (52 weeks)

Digital-only subscription revenues:

News product subscription revenues

(1)

$ 378,484 $ 325,956 $ 223,459 16.1 45.9

Other product subscription revenues

(2)

22,136 14,387 9,369 53.9 53.6

Total digital-only subscription revenues $ 400,620 $ 340,343 $ 232,828 17.7 46.2

(1)

Includes revenues from subscriptions to the Company’s news product. News product subscription packages that include access to the

Company’s Crossword and Cooking products are also included in this category.

(2)

Includes revenues from standalone subscriptions to the Company’s Crossword and Cooking products.

The following table summarizes digital-only subscriptions as of December 30, 2018, December 31, 2017, and

December 25, 2016:

As of % Change

(In thousands)

December 30,

2018

December 31,

2017

December 25,

2016

2018 vs.

2017

2017 vs.

2016

(52 weeks) (53 weeks) (52 weeks)

Digital-only subscriptions:

News product subscriptions

(1)

2,713 2,231 1,618 21.6 37.9

Other product subscriptions

(2)

647 413 247 56.7 67.2

Total digital-only subscriptions 3,360 2,644 1,865 27.1 41.8

(1)

Includes subscriptions to the Company’s news product. News product subscription packages that include access to the Company’s Crossword

and Cooking products are also included in this category.

(2)

Includes standalone subscriptions to the Company’s Crossword and Cooking products.

THE NEW YORK TIMES COMPANY – P. 31

2018 Compared with 2017

Subscription revenues increased 3.4% in 2018 compared with 2017. The increase was primarily driven by

significant growth in the number of digital-only subscriptions, which led to digital-only subscription revenue growth

of approximately 18%, partially offset by a decline in print subscription revenue of approximately 4%. Print

subscription revenue decreased due to a decline of approximately 6% in home-delivery subscriptions and a decrease

of approximately 7% in single-copy and bulk sales revenue, partially offset by an increase of approximately 6% in

home-delivery prices for The New York Times newspaper. Excluding the impact of the additional week in 2017,

estimated subscription revenues and digital-only subscription revenues increased 5.3% and 20.2%, respectively,

driven by the same factors identified above.

2017 Compared with 2016

Subscription revenues increased 14.5% in 2017 compared with 2016. The increase was primarily driven by

significant growth in the number of digital-only subscriptions, which led to digital-only subscription revenue growth

of approximately 46%, as well as an increase of approximately 7% in home-delivery prices for The New York Times

newspaper, which more than offset a decline of approximately 1% in home-delivery subscriptions. Excluding the

impact of the additional week in 2017, estimated subscription revenues and digital-only subscription revenues

increased 12.4% and 43.1%, respectively, driven by the same factors identified above.

Advertising Revenues

Advertising revenues are derived from the sale of our advertising products and services on our print and

digital platforms. These revenues are primarily determined by the volume, rate and mix of advertisements. Display

advertising revenue is principally from advertisers promoting products, services or brands in print in the form of

column-inch ads, and on our digital platforms in the form of banners, video, rich media and other interactive ads.

Display advertising also includes branded content on The Times’s platforms. Other advertising primarily represents,

for our print products, classified advertising revenue, including line-ads sold in the major categories of real estate,

help wanted, automotive and other as well as revenue from preprinted advertising, also known as free-standing

inserts. Digital other advertising revenue primarily includes creative services fees associated with, among other

things, our digital marketing agencies and our branded content studio; advertising revenue from our podcasts; and

advertising revenue generated by Wirecutter, our product review and recommendation website.

2018 Compared with 2017

Years Ended

December 30, 2018 December 31, 2017 % Change

(52 weeks) (53 weeks)

(In thousands) Print Digital Total Print Digital Total Print Digital Total

Display $ 269,160 $ 202,038 $471,198 $285,679 $ 198,658 $484,337 (5.8)% 1.7% (2.7)%

Other 30,220 56,835 87,055 34,543 39,633 74,176 (12.5)% 43.4% 17.4 %

Total advertising $ 299,380 $ 258,873 $558,253 $320,222 $ 238,291 $558,513 (6.5)% 8.6% — %

Print advertising revenues, which represented 54% of total advertising revenues in 2018, declined 6.5% to $299.4

million in 2018 compared with $320.2 million in 2017. The decrease was driven by a continued decline in display

advertising revenue, primarily in the luxury and entertainment categories, as well as a decline in classified

advertising revenue, primarily in the real estate category. Excluding the impact of the additional week in 2017,

estimated print advertising revenues declined 5.3%, driven by the same factors identified above.

Digital advertising revenues, which represented 46% of total advertising revenues in 2018, increased 8.6% to

$258.9 million in 2018 compared with $238.3 million in 2017. The increase primarily reflected increases in revenue

from both direct-sold advertising and creative services, partially offset by a decrease in revenue from programmatic

advertising. Excluding the impact of the additional week in 2017, estimated digital advertising revenues increased

11.3%, driven by the same factors identified above.

P. 32 – THE NEW YORK TIMES COMPANY

2017 Compared with 2016

Years Ended

December 31, 2017 December 25, 2016 % Change

(53 weeks) (52 weeks)

(In thousands) Print Digital Total Print Digital Total Print Digital Total

Display $ 285,679 $ 198,658 $484,337 $335,652 $ 181,545 $517,197 (14.9)% 9.4% (6.4)%

Other 34,543 39,633 74,176 36,328 27,207 63,535 (4.9)% 45.7% 16.7 %

Total advertising $ 320,222 $ 238,291 $558,513 $371,980 $ 208,752 $580,732 (13.9)% 14.2% (3.8)%

Print advertising revenues, which represented 57% of total advertising revenues in 2017, declined 13.9% to

$320.2 million in 2017 compared with $372.0 million in 2016. The decrease was driven by a continued decline in

display advertising revenue, primarily in the luxury, travel and real estate categories. Excluding the impact of the

additional week in 2017, estimated print advertising revenues declined 15.0%, driven by the same factors identified

above.

Digital advertising revenues, which represented 43% of total advertising revenues in 2017, increased 14.2% to

$238.3 million in 2017 compared with $208.8 million in 2016. The increase primarily reflected increases in display

advertising revenue from mobile advertising and branded content, as well as an increase in other advertising revenue,

primarily associated with growth in creative services fees. This was partially offset by a continued decline in

traditional website display advertising. Excluding the impact of the additional week in 2017, estimated digital

advertising revenues increased 11.5%, driven by the same factors identified above.

Other Revenues

Other revenues primarily consist of revenues from licensing, affiliate referrals, building rental revenue,

commercial printing, NYT Live (our live events business) and retail commerce. Digital other revenues consists

primarily of digital archive licensing and affiliate referral revenue. Building rental revenue consists of revenue from

the lease of floors in our New York headquarters building, which totaled $23.3 million, $16.7 million and $17.1 million

in 2018, 2017 and 2016, respectively.

2018 Compared with 2017

Other revenues increased 36.0% in 2018 compared with 2017 largely due to growth in our commercial printing

operations, affiliate referral revenue associated with our product review and recommendation website, Wirecutter,

and higher rental revenue from the lease of additional space in our New York headquarters building. Digital other

revenues totaled $49.5 million in 2018, an 18.8% increase compared with 2017, driven primarily by affiliate referral

revenue associated with Wirecutter. Excluding the impact of the additional week in 2017, estimated other revenues

increased 36.7%, driven by the same factors identified above.

2017 Compared with 2016

Other revenues increased 15.6% in 2017 compared with 2016 largely due to affiliate referral revenue associated

with Wirecutter, which the Company acquired in October 2016. Digital other revenues totaled $41.7 million in 2017, a

83.7% increase compared with 2016, driven primarily by affiliate referral revenue associated with Wirecutter.

Excluding the impact of the additional week in 2017, estimated other revenues increased 14.9%, driven by the same

factor identified above.

THE NEW YORK TIMES COMPANY – P. 33

Operating Costs

Operating costs were as follows:

Years Ended % Change

(In thousands)

December 30,

2018

December 31,

2017

December 25,

2016

2018 vs.

2017

2017 vs.

2016

(52 weeks) (53 weeks) (52 weeks)

Production costs:

Wages and benefits $ 380,678 $ 363,686 $ 364,302 4.7 (0.2)

Raw materials 76,542 66,304 72,325 15.4 (8.3)

Other production costs 196,956 186,352 192,728 5.7 (3.3)

Total production costs 654,176 616,342 629,355 6.1 (2.1)

Selling, general and administrative costs 845,591 815,065 728,338 3.7 11.9

Depreciation and amortization 59,011 61,871 61,723 (4.6) 0.2

Total operating costs $ 1,558,778 $ 1,493,278 $ 1,419,416 4.4 5.2

The components of operating costs as a percentage of total operating costs were as follows:

Years Ended

December 30,

2018

December 31,

2017

December 25,

2016

(52 weeks) (53 weeks) (52 weeks)

Components of operating costs as a percentage of total operating costs

Wages and benefits 44% 46% 45%

Raw materials 5% 4% 5%

Other operating costs 47% 46% 46%

Depreciation and amortization 4% 4% 4%

Total 100% 100% 100%

The components of operating costs as a percentage of total revenues were as follows:

Years Ended

December 30,

2018

December 31,

2017

December 25,

2016

(52 weeks) (53 weeks) (52 weeks)

Components of operating costs as a percentage of total revenues

Wages and benefits 40% 40% 41%

Raw materials 4% 4% 5%

Other operating costs 42% 41% 41%

Depreciation and amortization 3% 4% 4%

Total 89% 89% 91%

P. 34 – THE NEW YORK TIMES COMPANY

Production Costs

Production costs include items such as labor costs, raw materials and machinery and equipment expenses

related to news gathering and production activity, as well as costs related to producing branded content.

2018 Compared with 2017

Production costs increased in 2018 compared with 2017, primarily driven by increases in wages and benefits

(approximately $17 million), raw materials expense (approximately $10 million) and outside services costs

(approximately $10 million). Wages and benefits increased primarily as a result of increased hiring to support the

Company’s initiatives. Raw materials expense increased due to increased commercial printing activity and higher

newsprint prices. Outside services costs increased primarily due to higher costs associated with the generation of

content in our newsroom.

2017 Compared with 2016

Production costs decreased in 2017 compared with 2016, primarily driven by a decrease in other production

costs (approximately $6 million) and raw materials expense (approximately $6 million). Other production costs

decreased primarily as a result of lower outside printing expenses (approximately $5 million). Raw materials expense

decreased primarily due to lower newsprint consumption (approximately $6 million).

Selling, General and Administrative Costs

Selling, general and administrative costs include costs associated with the selling, marketing and distribution of

products as well as administrative expenses.

2018 Compared with 2017

Selling, general and administrative costs increased in 2018 compared with 2017, primarily due to an increase in

promotion and marketing costs (approximately $46 million), partially offset by a decrease in outside services

(approximately $7 million) and distribution costs (approximately $6 million). Promotion and marketing costs

increased due to increased spending to promote our subscription business and brand. Outside services decreased

primarily due to lower consulting fees, and distribution costs decreased as a result of fewer print copies produced.

2017 Compared with 2016

Selling, general and administrative costs increased in 2017 compared with 2016, primarily due to an increase in

compensation costs (approximately $47 million), promotion and marketing costs (approximately $26 million) and

severance costs (approximately $5 million). Compensation costs increased primarily as a result of higher incentive

compensation, increased hiring to support growth initiatives and higher benefit costs. Promotion and marketing costs

increased due to increased spending related to promotion of our subscription business and brand. Severance costs

increased due to a workforce reduction announced in the second quarter of 2017 primarily affecting the newsroom.

Depreciation and Amortization

2018 Compared with 2017

Depreciation and amortization costs decreased in 2018 compared with 2017 due to disposals of fixed assets in

connection with our headquarters redesign and consolidation project.

2017 Compared with 2016

Depreciation and amortization costs were flat in 2017 compared with 2016.

Other Items

See Note 8 of the Notes to the Consolidated Financial Statements for more information regarding other items.

THE NEW YORK TIMES COMPANY – P. 35

NON-OPERATING ITEMS

Investments in Joint Ventures

See Note 6 of the Notes to the Consolidated Financial Statements for information regarding our joint venture

investments.

Interest Expense and Other, Net

See Note 7 of the Notes to the Consolidated Financial Statements for information regarding interest expense and

other.

Income Taxes

See Note 13 of the Notes to the Consolidated Financial Statements for information regarding income taxes.

Discontinued Operations

See Note 14 of the Notes to the Consolidated Financial Statements for information regarding discontinued

operations.

Other Components of Net Periodic Benefit Costs

See Note 10 and 11 of the Notes the Consolidated Financial Statements for information regarding other

components of net periodic benefit costs.

Non-GAAP Financial Measures

We have included in this report certain supplemental financial information derived from consolidated financial

information but not presented in our financial statements prepared in accordance with GAAP. Specifically, we have

referred to the following non-GAAP financial measures in this report:

• diluted earnings per share from continuing operations excluding severance, non-operating retirement costs

and the impact of special items (or adjusted diluted earnings per share from continuing operations);

• operating profit before depreciation, amortization, severance, multiemployer pension plan withdrawal costs

and special items (or adjusted operating profit); and

• operating costs before depreciation, amortization, severance and multiemployer pension plan withdrawal

costs (or adjusted operating costs).

The special items in 2018 consisted of:

• an $11.3 million pre-tax gain ($7.1 million or $.04 per share after tax and net of noncontrolling interest)

reflecting our proportionate share of a distribution from the sale of assets by Madison, in which the Company

has an investment through a subsidiary;

• a $4.9 million pre-tax gain ($3.6 million after tax or $.02 per share) from a multiemployer pension plan liability

adjustment; and

• a $4.5 million pre-tax charge ($3.3 million after tax or $.02 per share) in connection with the redesign and

consolidation of space in our headquarters building.

The special items in 2017 consisted of:

• $102.1 million of pre-tax pension settlement charges ($61.5 million after tax, or $.37 per share) in connection

with the transfer of certain pension benefit obligations to insurers (in connection with the adoption of ASU

2017-07 this amount was reclassified to “Other components of net periodic benefit costs” below “Operating

profit”);

• a $68.7 million charge ($.42 per share) primarily attributable to the remeasurement of our net deferred tax

assets required as a result of recent tax legislation;

• a $37.1 million pre-tax gain ($22.3 million after tax, or $.14 per share) primarily in connection with the

settlement of contractual funding obligations for a postretirement plan (in connection with the adoption of

ASU 2017-07, $32.7 million relating to the postretirement plan was reclassified to “Other components of net

P. 36 – THE NEW YORK TIMES COMPANY

periodic benefit costs” below Operating profit while the contractual gain of $4.3 million remains in

“Multiemployer pension and other contractual gains” within “Operating profit”);

• a $15.3 million pre-tax net gain ($7.8 million after tax and net of noncontrolling interest, or $.05 per share) from

joint ventures consisting of (i) a $30.1 million gain related to the sale of the remaining assets of Madison, (ii) an

$8.4 million loss reflecting our proportionate share of Madison’s settlement of pension obligations, and (iii) a

$6.4 million loss from the sale of our 49% equity interest in Malbaie; and

• a $10.1 million pre-tax charge ($6.1 million after tax, or $.04 per share) in connection with the redesign and

consolidation of space in our headquarters building.

The special items in 2016 consisted of:

• a $37.5 million pre-tax loss ($17.7 million after tax and net of noncontrolling interest, or $.11 per share) from

joint ventures related to the announced closure of the paper mill operated by Madison;

• a $21.3 million pre-tax pension settlement charge ($12.8 million after tax, or $.08 per share) in connection with

lump-sum payments made under an immediate pension benefits offer to certain former employees (in

connection with the adoption of ASU 2017-07 this amount was reclassified to “Other components of net

periodic benefit costs” below “Operating profit”);

• a $16.5 million pre-tax charge ($9.8 million after tax, or $.06 per share) in connection with the streamlining of

the Company’s international print operations (primarily consisting of severance costs); (in connection with the

adoption of ASU 2017-07, $1.7 million related to a gain from the pension curtailment previously included in

this special item was reclassified to “Other components of net periodic benefit costs” below “Operating

profit”);

• a $6.7 million pre-tax charge ($4.0 million after tax, or $.02 per share) for a partial withdrawal obligation under

a multiemployer pension plan following an unfavorable arbitration decision; and

• a $3.8 million income tax benefit ($.02 per share) primarily due to a reduction in the Company’s reserve for

uncertain tax positions.

We have included these non-GAAP financial measures because management reviews them on a regular basis

and uses them to evaluate and manage the performance of our operations. We believe that, for the reasons outlined

below, these non-GAAP financial measures provide useful information to investors as a supplement to reported

diluted earnings/(loss) per share from continuing operations, operating profit/(loss) and operating costs. However,

these measures should be evaluated only in conjunction with the comparable GAAP financial measures and should not

be viewed as alternative or superior measures of GAAP results.

In connection with the adoption of ASU 2017-07 in the first quarter of 2018, the Company modified its definitions

of adjusted operating profit, adjusted operating costs and non-operating retirement costs in response to changes in the

GAAP presentation of single employer pension and postretirement benefit costs. For comparability purposes, the

Company has also presented each of its non-GAAP financial measures for the years ended 2017 and 2016, reflecting the

recast of its financial statements for such periods to account for the adoption of ASU 2017-07 and the revised

definitions of the non-GAAP financial measures for more details.

As a result of the adoption of ASU 2017-07 during the first quarter of 2018, all single employer pension and other

postretirement benefit expenses with the exception of service cost were reclassified from operating costs to “Other

components of net periodic benefit costs/(income).” See Note 2 of the Notes to the Consolidated Financial Statements

for more information. In connection with the adoption of ASU 2017-07, the Company made the following changes to its

non-GAAP financial measures in order to align them with the new GAAP presentation:

• revised the components of non-operating retirement costs to include amortization of prior service credit of

single employer pension and other postretirement benefit expenses; and

• revised the definition of adjusted operating costs to exclude only multiemployer pension plan withdrawal

costs (which historically have been and continue to be a component of non-operating retirement costs), rather

than all non-operating retirement costs. As a result of the adoption of ASU 2017-07, non-operating retirement

costs other than multiemployer pension plan withdrawal costs are now separately presented outside of

operating costs and accordingly have no impact on operating profit and cost under GAAP, or adjusted

THE NEW YORK TIMES COMPANY – P. 37

operating profit or adjusted operating costs. Multiemployer pension plan withdrawal costs remain in GAAP

operating costs and therefore continue to be an adjustment to these non-GAAP measures.

Non-operating retirement costs include:

• interest cost, expected return on plan assets and amortization of actuarial gains and loss components and

amortization of prior service credits of single employer pension expense;

• interest cost and amortization of actuarial gains and loss components and amortization of prior service credits

of retirement medical expense; and

• all multiemployer pension plan withdrawal costs.

These non-operating retirement costs are primarily tied to financial market performance and changes in market

interest rates and investment performance. Management considers non-operating retirement costs to be outside the

performance of the business and believes that presenting adjusted diluted earnings per share from continuing

operations excluding non-operating retirement costs and presenting adjusted operating results excluding

multiemployer pension plan withdrawal costs, in addition to the Company’s GAAP diluted earnings per share from

continuing operations and GAAP operating results, provide increased transparency and a better understanding of the

underlying trends in the Company’s operating business performance.

Adjusted diluted earnings per share provides useful information in evaluating the Company’s period-to-period

performance because it eliminates items that the Company does not consider to be indicative of earnings from ongoing

operating activities. Adjusted operating profit is useful in evaluating the ongoing performance of the Company’s

business as it excludes the significant non-cash impact of depreciation and amortization as well as items not indicative

of ongoing operating activities. Total operating costs include depreciation, amortization, severance and multiemployer

pension plan withdrawal costs. Total operating costs excluding these items provide investors with helpful

supplemental information on the Company’s underlying operating costs that is used by management in its financial

and operational decision-making.

Management considers special items, which may include impairment charges, pension settlement charges and

other items that arise from time to time, to be outside the ordinary course of our operations. Management believes that

excluding these items provides a better understanding of the underlying trends in the Company’s operating

performance and allows more accurate comparisons of the Company’s operating results to historical performance. In

addition, management excludes severance costs, which may fluctuate significantly from quarter to quarter, because it

believes these costs do not necessarily reflect expected future operating costs and do not contribute to a meaningful

comparison of the Company’s operating results to historical performance.

Reconciliations of non-GAAP financial measures from, respectively, diluted earnings per share from continuing

operations, operating profit and operating costs, the most directly comparable GAAP items, as well as details on the

components of non-operating retirement costs, are set out in the tables below.

P. 38 – THE NEW YORK TIMES COMPANY

Reconciliation of diluted earnings per share from continuing operations excluding severance, non-operating retirement costs and special

items (or adjusted diluted earnings per share from continuing operations)

Years Ended % Change

December 30,

2018

December 31,

2017

(1)

December 25,

2016

(1)

2018 vs.

2017

2017 vs.

2016

(52 weeks) (53 weeks) (52 weeks)

Diluted earnings per share from continuing operations $ 0.75 $ 0.03 $ 0.19 * (84.2%)

Add:

Severance 0.04 0.15 0.12 (73.3%) 25.0%

Non-operating retirement costs 0.09 0.01 0.03 * (66.7%)

Special items:

Headquarters redesign and consolidation 0.03 0.06 — (50.0%) *

Restructuring charge — — 0.10 * *

Pension settlement charge — 0.62 0.13 * *

Postretirement benefit plan settlement gain, multiemployer

and other contractual (gain)/loss

(0.03) (0.23) 0.04 (87.0)% *

(Gain)/loss in joint ventures, net of noncontrolling interest (0.06) (0.08) 0.18 (25.0%) *

Income tax expense of adjustments (0.02) (0.22) (0.24) (90.9)% (8.3)%

Reduction in reserve for uncertain tax positions — — (0.02) * *

Deferred tax asset remeasurement adjustment — 0.42 — * *

Adjusted diluted earnings per share from continuing

operations $ 0.81 $ 0.76 $ 0.53 6.6 % 43.4 %

* Represents a change equal to or in excess of 100% or one that is not meaningful.

(1)

Revised to reflect recast of GAAP results to conform with current period presentation and the revised definition of non-operating retirement costs.

See “—Impact of Modification of Non-GAAP Measures” for more detail.

(2)

Amounts may not add due to rounding.

THE NEW YORK TIMES COMPANY – P. 39

Reconciliation of operating profit before depreciation & amortization, severance, multiemployer pension plan withdrawal costs and

special items (or adjusted operating profit)

Years Ended % Change

(In thousands)

December 30,

2018

December 31,

2017

(1)

December 25,

2016

(1)

2018 vs.

2017

2017 vs.

2016

(52 weeks) (53 weeks) (52 weeks)

Operating profit $ 190,167 176,591 112,678 7.7 % 56.7 %

Add:

Depreciation & amortization 59,011 61,871 61,723 (4.6%) 0.2%

Severance 6,736 23,949 18,829 (71.9%) 27.2%

Multiemployer pension plan withdrawal costs 7,002 6,599 14,001 6.1 % (52.9)%

Special items:

Headquarters redesign and consolidation 4,504 10,090 — (55.4)% *

Restructuring charge — — 16,518 * *

Multiemployer pension and other contractual (gain)/loss (4,851) (4,320) 6,730 12.3 % *

Adjusted operating profit $ 262,569 $ 274,780 $ 230,479 (4.4)% 19.2 %

* Represents a change equal to or in excess of 100% or one that is not meaningful.

(1)

Revised to reflect recast of GAAP results to conform with current period presentation and the revised definition of non-operating retirement costs.

See “—Impact of Modification of Non-GAAP Measures” for more detail.

Reconciliation of operating costs before depreciation & amortization, severance and multiemployer pension plan withdrawal costs (or

adjusted operating costs)

Years Ended % Change

(In thousands)

December 30,

2018

December 31,

2017

(1)

December 25,

2016

(1)

2018 vs.

2017

2017 vs.

2016

(52 weeks) (53 weeks) (52 weeks)

Operating costs $ 1,558,778 $ 1,493,278 $ 1,419,416 4.4 % 5.2 %

Less:

Depreciation & amortization 59,011 61,871 61,723 (4.6%) 0.2%

Severance 6,736 23,949 18,829 (71.9%) 27.2%

Multiemployer pension plan withdrawal costs 7,002 6,599 14,001 6.1 % (52.9)%

Adjusted operating costs $ 1,486,029 $ 1,400,859 $ 1,324,863 6.1 % 5.7 %

* Represents a change equal to or in excess of 100% or one that is not meaningful.

(1)

Revised to reflect recast of GAAP results to conform with current period presentation and the revised definition of non-operating retirement costs.

See “—Impact of Modification of Non-GAAP Measures” for more detail.

P. 40 – THE NEW YORK TIMES COMPANY

Reconciliation of revenues excluding the estimated impact of the additional week (in thousands)

Twelve Months

2018

2017

As Reported

Additional

Week 2017 Adjusted % Change

(52 weeks) (53 weeks) (52 weeks)

Subscription $ 1,042,571 $ 1,008,431 $ (18,453) $ 989,978 5.3 %

Advertising 558,253 558,513 (9,821) 548,692 1.7 %

Other 147,774 108,695 (598) 108,097 36.7 %

Total revenues $ 1,748,598 $ 1,675,639 $ (28,872) $ 1,646,767 6.2 %

Twelve Months

2017

As Reported

Additional

Week 2017 Adjusted 2016 % Change

(53 weeks) (52 weeks) (52 weeks)

Subscription $ 1,008,431 $ (18,453) $ 989,978 $ 880,543 12.4 %

Advertising 558,513 (9,821) 548,692 580,732 (5.5)%

Other 108,695 (598) 108,097 94,067 14.9 %

Total revenues $ 1,675,639 $ (28,872) $ 1,646,767 $ 1,555,342 5.9 %

Twelve Months

2018

2017

As Reported

Additional

Week 2017 Adjusted % Change

(52 weeks) (53 weeks) (52 weeks)

Print advertising revenue $ 299,380 $ 320,222 $ (4,222) $ 316,000 (5.3)%

Digital advertising revenue 258,873 238,291 (5,599) 232,692 11.3 %

Total advertising revenue $ 558,253 $ 558,513 $ (9,821) $ 548,692 1.7 %

Twelve Months

2017

As Reported

Additional

Week 2017 Adjusted 2016 % Change

(53 weeks) (52 weeks) (52 weeks)

Print advertising revenue $ 320,222 $ (4,222) $ 316,000 $ 371,980 (15.0)%

Digital advertising revenue 238,291 (5,599) 232,692 208,752 11.5 %

Total advertising revenue $ 558,513 $ (9,821) $ 548,692 $ 580,732 (5.5)%

Twelve Months

2018

2017

As Reported

Additional

Week 2017 Adjusted % Change

(52 weeks) (53 weeks) (52 weeks)

Total digital-only subscription revenues $ 400,620 $ 340,343 $ (7,056) $ 333,287 20.2%

Twelve Months

2017

As Reported

Additional

Week 2017 Adjusted 2016 % Change

(53 weeks) (52 weeks) (52 weeks)

Total digital-only subscription revenues $ 340,343 $ (7,056) $ 333,287 $ 232,828 43.1%

THE NEW YORK TIMES COMPANY – P. 41

Impact of Modification of Non-GAAP Measures

In connection with the adoption of ASU 2017-07 in the first quarter of 2018, the Company modified its definitions

of adjusted operating profit, adjusted operating costs and non-operating retirement costs in response to changes in the

GAAP presentation of single employer pension and postretirement benefit costs. For comparability purposes, the

Company has presented its non-GAAP financial measures for the first twelve months of 2017 and 2016, reflecting the

recast of its financial statements for such periods to account for the adoption of ASU 2017-07 and the revised

definitions of the non-GAAP financial measures. The following tables show the adjustments to the previously

presented metrics.

Adjustments made to the reconciliation of diluted earnings per share from continuing operations to adjusted diluted earnings per

share from continuing operations

Twelve Months Twelve Months

2017

Previously

Reported Adjustment

2017

Recast

2016

Previously

Reported Adjustment

2016

Recast

Diluted earnings per share from

continuing operations $ 0.03 $ — $ 0.03 $ 0.19 $ — 0.19

Add:

Severance 0.15 — 0.15 0.12 — 0.12

Non-operating retirement costs 0.07 (0.06)

(1)

0.01 0.10 (0.07)

(1)

0.03

Special items:

Headquarters redesign and

consolidation 0.06 — 0.06 — — —

Restructuring charge — — — 0.09 0.01 0.10

Pension settlement expense 0.62 — 0.62 0.13 — 0.13

Postretirement benefit plan

settlement gain,

multiemployer and other

contractual (gain)/loss

(0.23) — (0.23) 0.04 — 0.04

(Gain)/loss in joint ventures,

net of noncontrolling interest (0.08) — (0.08) 0.18 — 0.18

Income tax expense of

adjustments (0.24) 0.02 (0.22) (0.26) 0.02 (0.24)

Reduction in uncertain tax

positions — — — (0.02) — (0.02)

Deferred tax asset

remeasurement adjustment 0.42 — 0.42 — — —

Adjusted diluted earnings per

share from continuing

operations

(2)

$ 0.80 $ (0.04) $ 0.76 $ 0.57 $ (0.04) 0.53

(1)

Reflects the inclusion of amortization of prior service credits in the definition of non-operating retirement costs.

(2)

Amounts may not add due to rounding.

P. 42 – THE NEW YORK TIMES COMPANY

Adjustments made to the reconciliation of operating profit to adjusted operating profit

Twelve Months Twelve Months

(In thousands)

2017

Previously

Reported Adjustment

2017

Recast

2016

Previously

Reported Adjustment

2016

Recast

Operating profit $ 112,366 $ 64,225

(1)

$ 176,591 $ 101,604 $ 11,074

(1)

$ 112,678

Add:

Depreciation & amortization 61,871 — 61,871 61,723 — 61,723

Severance 23,949 — 23,949 18,829 — 18,829

Non-operating retirement costs 11,152 (11,152)

(2)

— 15,880 (15,880)

(2)

—

Multiemployer pension plan

withdrawal costs (excluding

special items) — 6,599

(2)

6,599 — 14,001

(2)

14,001

Special items:

Headquarters redesign and

consolidation 10,090 — 10,090 — — —

Restructuring charge — — * 14,804 1,714 16,518

Multiemployer pension and

other contractual (gain)/loss (37,057) 32,737

(1)

(4,320) 6,730 — 6,730

Pension settlement expense 102,109 (102,109)

(1)

— 21,294 (21,294)

(1)

—

Adjusted operating profit $ 284,480 $ (9,700)

(3)

$ 274,780 $ 240,864 $ (10,385)

(3)

$ 230,479

(1)

Recast as a result of the adoption of ASU 2017-07. See Note 2 of the Notes to the Consolidated Financial Statements for more information.

(2)

As a result of the change in definition of adjusted operating profit, only multiemployer pension plan withdrawal costs, rather than all non-

operating retirement costs, are excluded from adjusted operating profit.

(3)

Represents amortization of prior service credits, which historically were a component of operating profit but not an adjustment to adjusted

operating profit. As a result of the adoption of ASU 2017-07, amortization of prior service credits are now a component of other components

of net periodic benefit costs/(income) rather than operating profit. For the twelve months ended 2017 and 2016, $(9.7) million and $(10.4)

million, respectively, of amortization of prior service credits have been reclassified out of operating profit, thereby reducing operating profit

and adjusted operating profit.

Adjustments made to the reconciliation of operating costs to adjusted operating costs

Twelve Months Twelve Months

(In thousands)

2017

Previously

Reported Adjustment

2017

Recast

2016

Previously

Reported Adjustment

2016

Recast

Operating costs $ 1,488,131 $ 5,147

(1)

$ 1,493,278 $ 1,410,910 $ 8,506

(1)

$ 1,419,416

Less:

Depreciation & amortization 61,871 — 61,871 61,723 — 61,723

Severance 23,949 — 23,949 18,829 — 18,829

Non-operating retirement costs 11,152 (11,152)

(2)

— 15,880 (15,880)

(2)

—

Multiemployer pension plan

withdrawal costs — 6,599

(2)

6,599 — 14,001

(2)

14,001

Adjusted operating costs $ 1,391,159 $ 9,700

(3)

$ 1,400,859 $ 1,314,478 $ 10,385

(3)

$ 1,324,863

(1)

Recast as a result of the adoption of ASU 2017-07. See Note 2 of the Notes to the Consolidated Financial Statements for more information.

(2)

As a result of the change in definition of adjusted operating costs, only multiemployer pension plan withdrawal costs, rather than all non-

operating retirement costs, are excluded from adjusted operating costs.

(3)

Represents amortization of prior service credits, which historically were a component of operating costs but not an adjustment to adjusted

operating costs. As a result of the adoption of ASU 2017-07, amortization of prior service credits are now a component of other components

of net periodic benefit costs/(income) rather than operating costs. For the twelve months ended of 2017 and 2016, $(9.7) million and $(10.4)

million, respectively, of amortization of prior service credits have been reclassified out of operating costs, thereby increasing operating costs

and adjusted operating costs.

THE NEW YORK TIMES COMPANY – P. 43

The following table reconciles other components of net periodic benefit costs/(income), excluding special items, to the comparable

non-GAAP metric, non-operating retirement costs.

(In thousands) Twelve Months of 2017 Twelve Months of 2016

Pension:

Interest cost $ 68,582 $ 74,465

Expected return on plan assets (102,900) (111,159)

Amortization and other costs 33,369 32,458

Amortization of prior service credit

(1)

(1,945) (1,945)

Non-operating pension income (2,894) (6,181)

other postretirement benefits plans.

P. 74 – THE NEW YORK TIMES COMPANY

Accounting

Standard

Update(s) Topic Effective Period Summary

2016-18

Statement of

Cash Flow:

Restricted Cash

Fiscal years

beginning after

December 15,

2017, and interim

periods within

those fiscal years.

Early adoption is

permitted.

The FASB issued authoritative guidance that amends the guidance in

ASC 230 on the classification and presentation of restricted cash in the

statement of cash flows. The key requirements of the ASU are: (1) all entities

should include in their cash and cash-equivalent balances in the statements of

cash flows those amounts that are deemed to be restricted cash or restricted

cash equivalents, (2) a reconciliation between the statement of financial

position and the statement of cash flows must be disclosed when the

statement of financial position includes more than one line item for cash, cash

equivalents and restricted cash, (3) changes in restricted cash that result from

transfers between cash, cash equivalents and restricted cash should not be

presented as cash flow activities in the statement of cash flows and (4) an

entity with a material balance of amounts generally described as restricted

cash must disclose information about the nature of the restrictions.

As a result of the adoption of ASU 2016-18 in 2018, the Company

included the restricted cash balance with the cash and cash equivalents

balances in the Consolidated Statements of Cash Flows on a retrospective

basis. The reclassification did not have a material impact to the Consolidated

Statement of Cash Flows for 2017 and 2016. The Company has added a

reconciliation from the Consolidated Balance Sheets to the Consolidated

Statement of Cash Flows. See Note 8 for more information.

2016-01

2018-03

Financial

Instruments—

Overall:

Recognition and

Measurement of

Financial Assets

and Financial

Liabilities

Fiscal years

beginning after

December 15,

2017, and interim

periods within

those fiscal years.

The FASB issued authoritative guidance that addresses certain

aspects of recognition, measurement, presentation and disclosure of financial

instruments, including requirements to measure most equity investments at

fair value with changes in fair value recognized in net income, to perform a

qualitative assessment of equity investments without readily determinable fair

values, and to separately present financial assets and liabilities by

measurement category and by type of financial asset on the balance sheet or

the accompanying notes to the financial statements.

We adopted ASU 2016-01 in the first quarter of 2018 and elected the

measurement alternative, defined as cost, less impairments, adjusted by

observable price changes, given our equity instruments are without readily

determinable fair values. This guidance did not impact our AFS securities

because we only hold debt securities. We also early adopted ASU 2018-03 in

the first quarter of 2018. The adoptions of ASU 2016-01 and ASU 2018-03 did

not have a material effect on our Consolidated Financial Statements. See Note

6 for more information.

THE NEW YORK TIMES COMPANY – P. 75

Accounting

Standard

Update(s) Topic Effective Period Summary

2014-09

2016-08

2016-10

2016-12

Revenue from

Contracts with

Customers

(Topic 606)

Fiscal years

beginning after

December 31,

2017

The FASB issued authoritative guidance that prescribes a single

comprehensive model for entities to use in the accounting of revenue arising

from contracts with customers. The new guidance supersedes virtually all

existing revenue guidance under GAAP. There are two transition options

available to entities: the full retrospective approach or the modified

retrospective approach.

On January 1, 2018, the Company adopted Topic 606. The Company

has elected the modified retrospective approach, which allows for the new

revenue standard to be applied to all existing contracts as of the effective date

and a cumulative catch-up adjustment to be recorded to “Retained earnings.”

The Company recognizes revenue under the core principle to depict the

transfer of control to the Company’s customers in an amount reflecting the

consideration to which the Company expects to be entitled. In order to achieve

that core principle, the Company applies the following five-step approach: (1)

identify the contract with a customer, (2) identify the performance obligations

in the contract, (3) determine the transaction price, (4) allocate the transaction

price to the performance obligations in the contract and (5) recognize revenue

when a performance obligation is satisfied.

The most significant change to the Company’s accounting practices

related to accounting for certain licensing arrangements in the other revenue

category for which archival and updated content is included. Under the former

revenue guidance, licensing revenue was generally recognized over the term

of the contract based on the annual minimum guarantee amount specified in

the contractual agreement with the licensee. Based on the guidance of Topic

606, the Company has determined that the archival content and updated

content included in these licensing arrangements represent two separate

performance obligations. As such, a portion of the total contract consideration

related to the archival content was recognized at the commencement of the

contract when control of the archival content is transferred. The remaining

contractual consideration will be recognized proportionately over the term of

the contract when updated content is transferred to the licensee, in line with

when the control of the new content is transferred.

The net impact of these changes accelerated the revenue of contracts

not completed as of January 1, 2018. In connection with the adoption of the

standard the Company recorded a net increase to opening retained earnings

of $2.6 million ($3.5 million before tax) and a contract asset of $3.5 million,

with $1.3 million categorized as a current asset and $2.2 million categorized

as a long term asset as of January 1, 2018. The impact to “Other revenues” as

a result of applying Topic 606 was a decrease of $1.3 million for the twelve

months ended December 30, 2018.

Our subscription and advertising revenues were not affected by the

new guidance. See Note 3 for more information on our revenues and the

application of Topic 606.

P. 76 – THE NEW YORK TIMES COMPANY

Recently Issued Accounting Pronouncements

Accounting

Standard

Update(s) Topic Effective Period Summary

2018-15

Intangibles—

Goodwill and

Other—Internal-

Use Software

Fiscal years

beginning after

December 15,

2019, and interim

periods within

those fiscal years.

Early adoption is

permitted.

The FASB issued authoritative guidance that clarifies the accounting for

implementation costs in cloud computing arrangements. The standard provides

that implementation costs be evaluated for capitalization using the same criteria

as that used for internal-use software development costs, with amortization

expense being recorded in the same income statement expense line as the

hosted service costs and over the expected term of the hosting arrangement.

We are currently in the process of evaluating the impact of this guidance on our

consolidated financial statements.

2018-14

Compensation

—Retirement

Benefits—

Defined Benefit

Plans—General

Fiscal years

ending after

December 15,

2020, and interim

periods within

those fiscal years.

Early adoption is

permitted.

The FASB issued authoritative guidance that modifies the disclosure

requirements for employers that sponsor defined benefit pension or other

postretirement benefit plans. The guidance removes disclosures, clarifies the

specific requirements of disclosures and adds disclosure requirements identified

as relevant. We are currently in the process of evaluating the impact of this

guidance on our consolidated financial statements.

2016-13

2018-19

Financial

Instruments—

Credit Losses

Fiscal years

beginning after

December 15,

2019, and interim

periods within

those fiscal years.

Early adoption is

permitted for fiscal

years beginning

after

December 15,

2018, and interim

periods within

those fiscal years.

The FASB issued authoritative guidance that amends guidance on

reporting credit losses for assets, including trade receivables, available-for-sale

marketable securities and any other financial assets not excluded from the scope

that have the contractual right to receive cash. For trade receivables, ASU 2016-13

eliminates the probable initial recognition threshold in current generally accepted

accounting standards, and, instead, requires an entity to reflect its current

estimate of all expected credit losses. The allowance for credit losses is a

valuation account that is deducted from the gross trade receivables balance to

present the net amount expected to be collected. For available-for-sale

marketable securities, credit losses should be measured in a manner similar to

current generally accepted accounting standards; however, ASU 2016-13 will

require that credit losses be presented as an allowance rather than as a write-

down. We are currently in the process of evaluating the impact of this guidance

on our consolidated financial statements.

2016-02

2018-10

2018-11

2018-20

Leases

Fiscal years

beginning after

December 30,

2018. Early

adoption is

permitted.

The FASB issued authoritative guidance that provides guidance on

accounting for leases and disclosure of key information about leasing

arrangements. The guidance issued in 2016 was subsequently amended in the

2018 ASU updates (collectively, “Topic 842”). Topic 842 requires lessees to

recognize the following for all operating and finance leases at the commencement

date: (1) a lease liability, which is the obligation to make lease payments arising

from a lease, measured on a discounted basis, and (2) a right-of-use asset

representing the lessee’s right to use, or control the use of, the underlying asset

for the lease term. A lessee is permitted to make an accounting policy election

not to recognize lease assets and lease liabilities for short-term leases with a

term of 12 months or less. The guidance does not fundamentally change lessor

accounting; however, some changes have been made to align that guidance with

the lessee guidance and other areas within GAAP. It requires that reimbursable

expenses from a lessee be reported gross on the Consolidated Statement of

Operations.

The Company expects to adopt this guidance in the first quarter of 2019

utilizing the alternative transition method. Upon adoption, the Company expects

to elect the transition package of practical expedients permitted within the new

standard, which, among other things, allows the carryforward of the historical

lease classification and allows the Company to recognize a cumulative effect

adjustment to the opening balance of retained earnings. The Company continues

to evaluate which other, if any, practical expedients will be elected.

The adoption of the standards will require us to add right-of-use assets

and lease liabilities onto our balance sheet. Based on our lease portfolio at

December 30, 2018, the right-of-use asset and lease liability would have been

in the range of $35 million to $40 million on our Consolidated Balance Sheets

based on the remaining lease payments. We do not expect the lessee guidance

to have a material impact to our Consolidated Statement of Operations or liquidity.

The Company considers the applicability and impact of all recently issued accounting pronouncements. Recent

accounting pronouncements not specifically identified in our disclosures are either not applicable to the Company or

are not expected to have a material effect on our financial condition or results of operations.

THE NEW YORK TIMES COMPANY – P. 77

3. Revenue

We generate revenues principally from subscriptions and advertising. Subscription revenues consist of revenues

from subscriptions to our print and digital products (which include our news product, as well as our Crossword and

Cooking products) and single-copy and bulk sales of our print products. 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.

Advertising revenues are derived from the sale of our advertising products and services on our print and

digital platforms. These revenues are primarily determined by the volume, rate and mix of advertisements.

Other revenues primarily consist of revenues from licensing, affiliate referrals (revenue generated by offering

direct links to merchants in exchange for a portion of the sale price), building rental revenue, commercial printing,

NYT Live (our live events business) and retail commerce.

Subscription, advertising and other revenues were as follows:

Years Ended

(In thousands)

December 30,

2018

December 31,

2017

December 25,

2016

(52 weeks) (53 weeks) (52 weeks)

Subscription $ 1,042,571 $ 1,008,431 $ 880,543

Advertising 558,253 558,513 580,732

Other

(1)

147,774 108,695 94,067

Total $ 1,748,598 $ 1,675,639 $ 1,555,342

(1)

Other revenue includes building rental revenue, which is not under the scope of Topic 606. Building rental revenue was approximately $23

million for the year ended December 30, 2018 and approximately $17 million for the years ended December 31, 2017 and December 25, 2016.

The following table summarizes digital-only subscription revenues, which are a component of subscription

revenues above, for the years ended December 30, 2018, December 31, 2017 and December 25, 2016:

Years Ended

(In thousands)

December 30,

2018

December 31,

2017

December 25,

2016

(52 weeks) (53 weeks) (52 weeks)

Digital-only subscription revenues:

News product subscription revenues

(1)

$ 378,484 $ 325,956 223,459

Other product subscription revenues

(2)

22,136 14,387 9,369

Total digital-only subscription revenues

$ 400,620 $ 340,343 232,828

(1)

Includes revenues from subscriptions to the Company’s news product. News product subscription packages that include access to the

Company’s Crossword and Cooking products are also included in this category.

(2)

Includes revenues from standalone subscriptions to the Company’s Crossword and Cooking products.

Advertising revenues (print and digital) by category were as follows:

Years Ended

December 30, 2018 December 31, 2017 December 25, 2016

(52 weeks) (53 weeks) (52 weeks)

(In thousands) Print Digital Total Print Digital Total Print Digital Total

Display $ 269,160 $ 202,038 $ 471,198 $ 285,679 $ 198,658 $ 484,337 $ 335,652 $ 181,545 $ 517,197

Other 30,220 56,835 87,055 34,543 39,633 74,176 36,328 27,207 63,535

Total advertising $ 299,380 $ 258,873 $ 558,253 $ 320,222 $ 238,291 $ 558,513 $ 371,980 $ 208,752 $ 580,732

P. 78 – THE NEW YORK TIMES COMPANY

Performance Obligations

Revenue is recognized when a performance obligation is satisfied by transferring a promised good or service to

a customer. In the case of our digital archive licensing contracts, the transaction price was allocated among the

performance obligations, (i) the archival content and (ii) the updated content, based on the Company’s estimate of the

standalone selling price of each of the performance obligations, as they are currently not sold separately.

As of December 30, 2018, the aggregate amount of the transaction price allocated to the remaining performance

obligations was approximately $27 million. The Company will recognize this revenue as control of the performance

obligation is transferred to the customer. We expect that approximately $12 million, $12 million, $2 million and $1

million will be recognized in 2019, 2020, 2021 and 2022, respectively.

Contract Assets

As of December 30, 2018, the Company had $2.5 million in contract assets recorded in the Consolidated Balance

Sheet related to digital archiving licensing revenue. The contract asset is reclassified to “Accounts receivable” when

the customer is invoiced based on the contractual billing schedule. The increase in the contract assets balance for

the year ended December 30, 2018, is primarily driven by the cumulative catch-up adjustment recorded by the

Company on January 1, 2018, of $3.5 million as a result of adoption of Topic 606, offset by $1.0 million of

consideration that was reclassified to “Accounts receivable” when invoiced based on the contractual billing schedules

for the period ended December 30, 2018.

Significant Judgments

Our contracts with customers sometimes include promises to transfer multiple products and services to a

customer. Determining whether products and services are considered distinct performance obligations that should be

accounted for separately versus together may require significant judgment. We use an observable price to determine

the standalone selling price for separate performance obligations if available or, when not available, an estimate that

maximizes the use of observable inputs and faithfully depicts the selling price of the promised goods or services if we

sold those goods or services separately to a similar customer in similar circumstances.

Practical Expedients and Exemptions

We expense the cost to obtain or fulfill a contract as incurred because the amortization period of the asset that

the entity otherwise would have recognized is one year or less. We also apply the practical expedient for the

significant financing component when the difference between the payment and the transfer of the products and

services is a year or less.

THE NEW YORK TIMES COMPANY – P. 79

4. Marketable Securities

The Company accounts for its marketable securities as AFS. The Company recorded $2.8 million and $2.5

million of net unrealized loss in AOCI as of December 30, 2018, and December 31, 2017, respectively.

The following tables present the amortized cost, gross unrealized gains and losses, and fair market value of our

AFS securities as of December 30, 2018, and December 31, 2017:

December 30, 2018

(In thousands) Amortized Cost

Gross

unrealized

gains

Gross

unrealized

losses

Fair Value

Short-term AFS securities

Corporate debt securities $ 140,631 $ 1 $ (464) $ 140,168

U.S. Treasury securities 107,717 — (232) 107,485

U.S. governmental agency securities 92,628 — (654) 91,974

Certificates of deposit 23,497 — — 23,497

Commercial paper 8,177 — — 8,177

Total short-term AFS securities $ 372,650 $ 1 $ (1,350) $ 371,301

Long-term AFS securities

Corporate debt securities $ 130,612 $ 44 $ (1,032) $ 129,624

U.S. Treasury securities 47,079 5 (347) 46,737

U.S. governmental agency securities 37,362 3 (168) 37,197

Total long-term AFS securities $ 215,053 $ 52 $ (1,547) $ 213,558

December 31, 2017

(In thousands) Amortized Cost

Gross unrealized

gains

Gross unrealized

losses Fair Value

Short-term AFS securities

Corporate debt securities $ 150,334 $ — $ (227) $ 150,107

U.S. Treasury securities 70,985 — (34) 70,951

U.S. governmental agency securities 45,819 — (179) 45,640

Certificates of deposit 9,300 — — 9,300

Commercial paper 32,591 — — 32,591

Total short-term AFS securities $ 309,029 $ — $ (440) $ 308,589

Long-term AFS securities

Corporate debt securities $ 92,687 $ — $ (683) 92,004

U.S. Treasury securities 53,031 — (403) 52,628

U.S. governmental agency securities 97,798 — (1,019) 96,779

Total long-term AFS securities $ 243,516 $ — $ (2,105) $ 241,411

P. 80 – THE NEW YORK TIMES COMPANY

The following tables present the AFS securities as of December 30, 2018, and December 31, 2017 that were in an

unrealized loss position, aggregated by investment category and the length of time that individual securities have

been in a continuous loss position:

December 30, 2018

Less than 12 Months 12 Months or Greater Total

(In thousands) Fair Value

Gross

unrealized

losses Fair Value

Gross

unrealized

losses Fair Value

Gross

unrealized

losses

Short-term AFS securities

Corporate debt securities $ 76,886 $ (115) $ 61,459 $ (349) $ 138,345 $ (464)

U.S. Treasury securities 70,830 (31) 28,207 (201) 99,037 (232)

U.S. governmental agency

securities 11,664 (4) 80,311 (650) 91,975 (654)

Certificates of deposit $ 1,599 $ — $ — $ — $ 1,599 $ —

Total short-term AFS securities $ 160,979 $ (150) $ 169,977 $ (1,200) $ 330,956 $ (1,350)

Long-term AFS securities

Corporate debt securities $ 81,655 $ (570) $ 27,265 $ (462) $ 108,920 $ (1,032)

U.S. Treasury securities 20,479 (29) 23,762 (318) 44,241 (347)

U.S. governmental agency

securities 21,579 (36) 11,868 (132) 33,447 (168)

Total long-term AFS securities $ 123,713 $ (635) $ 62,895 $ (912) $ 186,608 $ (1,547)

December 31, 2017

Less than 12 Months 12 Months or Greater Total

(In thousands) Fair Value

Gross

unrealized

losses Fair Value

Gross

unrealized

losses Fair Value

Gross

unrealized

losses

Short-term AFS securities

Corporate debt securities $ 140,111 $ (199) $ 9,996 $ (28) $ 150,107 $ (227)

U.S. Treasury securities 70,951 (34) — — 70,951 (34)

U.S. governmental agency

securities 19,770 (50) 25,870 (129) 45,640 (179)

Total short-term AFS securities $ 230,832 $ (283) $ 35,866 $ (157) $ 266,698 $ (440)

Long-term AFS securities

Corporate debt securities $ 81,118 $ (579) $ 10,886 $ (104) $ 92,004 $ (683)

U.S. Treasury securities 52,628 (403) — — 52,628 (403)

U.S. governmental agency

securities 23,998 (125) 72,781 (894) 96,779 (1,019)

Total long-term AFS securities $ 157,744 $ (1,107) $ 83,667 $ (998) $ 241,411 $ (2,105)

We periodically review our AFS securities for OTTI. See Note 2 for factors we consider when assessing AFS

securities for OTTI. As of December 30, 2018, and December 31, 2017, we did not intend to sell and it was not likely

that we would be required to sell these investments before recovery of their amortized cost basis, which may be at

maturity. Unrealized losses related to these investments are primarily due to interest rate fluctuations as opposed to

changes in credit quality. Therefore, as of December 30, 2018 and December 31, 2017, we have recognized no OTTI

loss.

THE NEW YORK TIMES COMPANY – P. 81

Marketable debt securities

As of December 30, 2018, and December 31, 2017, our short-term and long-term marketable securities had

remaining maturities of less than 1 month to 12 months and 13 months to 34 months, respectively. See Note 9 for

additional information regarding the fair value hierarchy of our marketable securities.

Letters of credit

We issued letters of credit totaling $48.8 million as of December 30, 2018, to secure commitments under certain

sub-lease agreements associated with the rental of floors in our headquarters building. The letters of credit will expire

by 2020, and are collateralized by marketable securities, with a fair value of $54.2 million, held in our investment

portfolios. No amounts were outstanding on these letters of credit as of December 30, 2018. See Note 19 for additional

information regarding the securities commitment.

5. Goodwill and Intangibles

In 2016, the Company acquired two digital marketing agencies, HelloSociety, LLC and Fake Love, LLC for an

aggregate of $15.4 million, in separate all-cash transactions. Also in 2016, the Company acquired Submarine Leisure

Club, Inc., which owned the product review and recommendation website, Wirecutter, in an all-cash transaction. We

paid $25.0 million, including a payment made for a non-compete agreement, and also entered into a consulting

agreement and retention agreements that will likely require payments over the three years following the acquisition.

The Company allocated the purchase prices for these acquisitions based on the final valuation of assets

acquired and liabilities assumed, resulting in allocations to goodwill, intangibles, property, plant and equipment and

other miscellaneous assets.

The aggregate carrying amount of intangible assets of $6.2 million related to these acquisitions has been

included in “Miscellaneous Assets” in our Consolidated Balance Sheets. The estimated useful lives for these assets

range from 3 to 7 years and are amortized on a straight-line basis.

The changes in the carrying amount of goodwill as of December 30, 2018, and since December 25, 2016, were as

follows:

(In thousands) Total Company

Balance as of December 25, 2016 $ 134,517

Measurement Period Adjustment

(1)

(198)

Foreign currency translation 9,230

Balance as of December 31, 2017 143,549

Foreign currency translation (3,267)

Balance as of December 30, 2018 $ 140,282

(1)

Includes measurement period adjustment in connection with the Submarine Leisure Club, Inc. acquisition.

The foreign currency translation line item reflects changes in goodwill resulting from fluctuating exchange rates

related to the consolidation of certain international subsidiaries.

6. Investments

Investments in Joint Ventures

As of December 30, 2018, the value of our investments in joint ventures was zero. As of December 31, 2017, our

investment in joint ventures totaled $1.7 million and consisted of a 40% equity ownership interest in Madison Paper

Industries (“Madison”), a partnership that previously operated a supercalendered paper mill in Maine. In the fourth

quarter of 2017, we sold our 49% equity interest in Donohue Malbaie Inc. (“Malbaie”), a Canadian newsprint

company, for $20 million Canadian dollars ($15.6 million USD).

P. 82 – THE NEW YORK TIMES COMPANY

These investments are accounted for under the equity method, and are recorded in “Miscellaneous assets” in

our Consolidated Balance Sheets. Our proportionate shares of the operating results of our investments are recorded in

“Gain/(loss) from joint ventures” in our Consolidated Statements of Operations.

In 2018, we had a gain from joint ventures of $10.8 million. The gain was primarily due to a distribution

received from the pending liquidation of Madison, offset, in part, by our share of operating expenses of the

partnership.

In 2017, we had a gain from joint ventures of $18.6 million. The gain was primarily due to the sale of assets of

the paper mill previously operated by Madison, partially offset by our proportionate share of the loss recognized by

Madison resulting from Madison’s settlement of pension obligations, as well as the sale of our investment in Malbaie.

In 2016, we had a loss from joint ventures of $36.3 million. The loss was primarily due to the shutdown of the

Madison paper mill, as described below, partially offset by increased income from our investment in Malbaie, which

benefited from higher newsprint prices and the impact of a significantly weakened Canadian dollar.

Madison

The Company and UPM-Kymmene Corporation (“UPM”), a Finnish paper manufacturing company, are

partners through subsidiary companies in Madison. The Company’s 40% ownership of Madison is through an 80%-

owned consolidated subsidiary that owns 50% of Madison. UPM owns 60% of Madison, including a 10% interest

through a 20% noncontrolling interest in the consolidated subsidiary of the Company. In 2016, the paper mill closed

and the Company’s joint venture in Madison is currently being liquidated.

In connection with the 2016 closure of the paper mill we recognized $41.4 million in losses from joint ventures.

In the fourth quarter of 2016, Madison sold certain assets at the mill site and we recognized a gain of $3.9 million

related to the sale. In 2017 we recognized a gain of $20.8 million, primarily related to the sale of the remaining assets

(which consisted of primarily hydro power assets), partially offset by the loss related to our proportionate share of

Madison’s settlement of certain pension obligations. In 2018, we recorded a gain of $11.3 million due to a distribution

received from the pending liquidation of Madison.

The following table presents summarized unaudited balance sheet information for Madison, which follows a

calendar year:

(In thousands)

December 31,

2018

December 31,

2017

Current assets $ 18,374 $ 35,764

Noncurrent assets — 9,640

Total assets 18,374 45,404

Current liabilities 3,336 137

Noncurrent liabilities — 4,070

Total liabilities 3,336 4,207

Total equity $ 15,038 $ 41,197

THE NEW YORK TIMES COMPANY – P. 83

The following table presents summarized unaudited income statement information for Madison, which follows

a calendar year:

For the Twelve Months Ended

(In thousands)

December 31,

2018

December 31,

2017

December 31,

2016

Revenues $ — $ — $ 40,523

Income/(Expenses):

Cost of sales

(1)

— (13,396) (63,439)

General and administrative income/(expense) and other

(2)

(1,280) 55,058 (62,759)

Total income/(expense) (1,280) 41,662 (126,198)

Operating income/(loss) (1,280) 41,662 (85,675)

Other income/(expense) 122 18 2

Net income/(loss) $ (1,158) $ 41,680 $ (85,673)

(1)

Primarily represents Madison’s settlement of its pension obligations in 2017.

(2)

Primarily represents gains/(losses) from the sale of assets and closure of Madison in 2017 and 2016.

During 2018, we received a $12.5 million cash distribution in connection with the pending liquidation of

Madison. We received no distributions from Madison in 2017 or 2016.

Malbaie

We had a 49% equity interest in Malbaie, which we sold during the fourth quarter of 2017 for $20 million

Canadian dollars ($15.6 million USD). We recognized a loss of $6.4 million before tax as a result of the sale. The other

51% equity interest was owned by Resolute FP Canada Inc., a subsidiary of Resolute Forest Products Inc. (“Resolute”),

a Delaware corporation. Resolute is a large global manufacturer of paper, market pulp and wood products.

Other than from the sale of our equity interest in 2017, we received no distributions from Malbaie in 2018, 2017

or 2016.

Other

We purchased newsprint from Malbaie, and previously purchased supercalendered paper from Madison, at

competitive prices. These purchases totaled approximately $11 million in 2017 and $14 million in 2016.

Non-Marketable Equity Securities

Our non-marketable equity securities are investments in privately held companies/funds without readily

determinable market values. Realized gains and losses on non-marketable securities sold or impaired are recognized

in “Interest expense and other, net.”

As of December 30, 2018, and December 31, 2017, non-marketable equity securities included in “Miscellaneous

assets’’ in our Consolidated Balance Sheets had a carrying value of $13.7 million and $13.6 million, respectively. We

did not have any material fair value adjustments in 2018 and 2017.

P. 84 – THE NEW YORK TIMES COMPANY

7. Debt Obligations

Our indebtedness primarily consisted of the repurchase option related to a sale-leaseback of a portion of our

New York headquarters. Our total debt and capital lease obligations consisted of the following:

(In thousands)

December 30,

2018

December 31,

2017

Option to repurchase ownership interest in headquarters building in 2019:

Principal amount $ 250,000 $ 250,000

Less unamortized discount based on imputed interest rate of 13.0% 3,202 6,596

Net option to repurchase ownership interest in headquarters building in 2019 246,798 243,404

Capital lease obligations 6,832 6,805

Total debt and capital lease obligations 253,630 250,209

Less current portion 253,630 —

Total long-term debt and capital lease obligations $ — $ 250,209

See Note 9 for more information regarding the fair value of our debt.

The aggregate face amount of maturities of debt over the next five years and thereafter is as follows:

(In thousands) Amount

2019 $ 250,000

2020 —

2021 —

2022 —

2023 —

Thereafter —

Total face amount of maturities 250,000

Less: Unamortized debt costs and discount (3,202)

Carrying value of debt (excludes capital leases) $ 246,798

“Interest expense and other, net,” as shown in the accompanying Consolidated Statements of Operations was as

follows:

(In thousands)

December 30,

2018

December 31,

2017

December 25,

2016

Interest expense $ 28,134 $ 27,732 $ 39,487

Amortization of debt costs and discount on debt 3,394 3,205 4,897

Capitalized interest (452) (1,257) (559)

Interest income and other expense, net (14,510) (9,897) (9,020)

Total interest expense and other, net $ 16,566 $ 19,783 $ 34,805

THE NEW YORK TIMES COMPANY – P. 85

Sale-Leaseback Financing

In March 2009, we entered into an agreement to sell and simultaneously lease back a portion of our leasehold

condominium interest in our Company’s headquarters building located at 620 Eighth Avenue in New York City (the

“Condo Interest”). The sale price for the Condo Interest was $225.0 million less transaction costs, for net proceeds of

approximately $211 million. We have an option, exercisable in the fourth quarter of 2019, to repurchase the Condo

Interest for $250.0 million, and we have delivered notice of our intent to exercise this option.

The transaction is accounted for as a financing transaction. As such, we have continued to depreciate the Condo

Interest and account for the rental payments as interest expense. The difference between the purchase option price of

$250.0 million and the net sale proceeds of approximately $211 million, or approximately $39 million, is being

amortized over a 10-year period through interest expense. The effective interest rate on this transaction was

approximately 13%.

8. Other

Capitalized Computer Software Costs

Amortization of capitalized computer software costs included in “Depreciation and amortization” in our

Consolidated Statements of Operations was $15.7 million, $12.8 million and $11.5 million for the fiscal years ended

December 30, 2018, December 31, 2017 and December 25, 2016, respectively. The unamortized computer software

costs were $29.5 million and $28.1 million as of December 30, 2018, and December 31, 2017, respectively.

Headquarters Redesign and Consolidation

In December 2016, we announced plans to redesign our headquarters building, consolidate our space within a

smaller number of floors and lease the additional floors to third parties. We incurred $4.5 million and $10.1 million of

total costs related to these measures for the fiscal year ended December 30, 2018, and December 31, 2017, respectively.

We capitalized approximately $15 million and $62 million for the fiscal year ended December 30, 2018, and

December 31, 2017, respectively. This project is substantially complete as of December 30, 2018.

Marketing Expenses

Marketing expense to promote our brand and products and grow our subscriber base (which we formerly

referred to as advertising expense) was $156.3 million, $118.6 million and $89.8 million for the fiscal years ended

December 30, 2018, December 31, 2017 and December 25, 2016, respectively. We expense our marketing costs as

incurred.

Statement of Cash Flow

Restricted Cash

A reconciliation of cash, cash equivalents and restricted cash as of December 30, 2018 and December 31, 2017

from the Consolidated Balance Sheets to the Consolidated Statements of Cash Flows is as follows:

(In thousands) December 30, 2018 December 31, 2017

Reconciliation of cash, cash equivalents and restricted cash

Cash and cash equivalents $ 241,504 $ 182,911

Restricted cash included within other current assets 642 375

Restricted cash included within miscellaneous assets 17,653 17,650

Total cash, cash equivalents and restricted cash shown in the Consolidated

Statements of Cash Flows $ 259,799 $ 200,936

Substantially all of the amount included in restricted cash is set aside to collateralize workers’ compensation

obligations.

Tax Shortfall and/or Windfall for Stock-based Payments

In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update

(“ASU”) 2016-09, “Compensation-Stock Compensation,” which provides guidance on accounting for stock-based

payment transactions, including the income tax consequences, classification of awards as either equity or liabilities,

P. 86 – THE NEW YORK TIMES COMPANY

and classification on the statement of cash flows. This guidance became effective for the Company for fiscal years

beginning after December 25, 2016.

As a result of the adoption of ASU 2016-09 in the first quarter of 2017, we recognized excess tax windfalls in

income tax expense rather than additional paid-in capital. Excess tax shortfalls and/or windfalls for stock-based

payments are now included in net cash from operating activities rather than net cash from financing activities. The

changes have been applied prospectively in accordance with the ASU and prior periods have not been adjusted.

Severance Costs

We recognized severance costs of $6.7 million for the fiscal year ended December 30, 2018. On May 31, 2017, we

announced certain measures designed to streamline our editing process and allow us to make further investments in

the newsroom. These measures resulted in a workforce reduction primarily affecting our newsroom. We recognized

severance costs of $23.9 million in 2017, substantially all of which were related to this workforce reduction. We

recognized severance costs of $18.8 million in 2016. These costs are recorded in “Selling, general and administrative

costs” in our Consolidated Statements of Operations.

Additionally, during the second quarter of 2016, we announced certain measures to streamline our international

print operations and support future growth efforts. These measures included a redesign of our international print

newspaper and the relocation of certain editing and production operations conducted in Paris to our locations in

Hong Kong and New York. During 2016, we incurred $2.9 million and $11.9 million, respectively, of total costs related

to the measures, primarily related to relocation and severance charges. These costs were recorded in “Restructuring

charge” in our Consolidated Statements of Operations. In connection with the adoption of ASU 2017-07, $1.7 million

related to a gain from the pension curtailment previously included within “Restructuring charge” was reclassified to

“Other components of net periodic benefit costs”.

We had a severance liability of $8.4 million and $18.8 million included in “Accrued expenses and other” in our

Consolidated Balance Sheets as of December 30, 2018 and December 31, 2017, respectively. We anticipate most of the

payments will be made within the next twelve months.

THE NEW YORK TIMES COMPANY – P. 87

9. Fair Value Measurements

Fair value is the price that would be received upon the sale of an asset or paid upon transfer of a liability in an

orderly transaction between market participants at the measurement date. The transaction would be in the principal

or most advantageous market for the asset or liability, based on assumptions that a market participant would use in

pricing the asset or liability. The fair value hierarchy consists of three levels:

Level 1–quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability

to access at the measurement date;

Level 2–inputs other than quoted prices included within Level 1 that are observable for the asset or liability,

either directly or indirectly; and

Level 3–unobservable inputs for the asset or liability.

Assets/Liabilities Measured and Recorded at Fair Value on a Recurring Basis

As of December 30, 2018 and December 31, 2017, we had assets related to our qualified pension plans measured

at fair value. The required disclosures regarding such assets are presented in Note 10.

The following table summarizes our financial assets and liabilities measured at fair value on a recurring basis as

of December 30, 2018 and December 31, 2017:

(In thousands)

December 30, 2018 December 31, 2017

Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3

Assets:

Short-term AFS securities

(1)

Corporate debt securities $ 140,168 $ — $ 140,168 $ — $ 150,107 $ — $ 150,107 $ —

U.S Treasury securities 107,485 — 107,485 — 70,951 — 70,951 —

U.S. governmental agency securities 91,974 — 91,974 — 45,640 — 45,640 —

Certificates of deposit 23,497 — 23,497 — 9,300 — 9,300 —

Commercial paper 8,177 — 8,177 — 32,591 — 32,591 —

Total short-term AFS securities $ 371,301 $ — $ 371,301 $ — $ 308,589 $ — $ 308,589 $ —

Long-term AFS securities

(1)

Corporate debt securities $ 129,624 $ — $ 129,624 $ — $ 92,004 $ — $ 92,004 $ —

U.S Treasury securities 46,737 — 46,737 — 52,628 — 52,628 —

U.S. governmental agency securities 37,197 — 37,197 — 96,779 — 96,779 —

Total long-term AFS securities $ 213,558 $ — $ 213,558 $ — $ 241,411 $ — $ 241,411 $ —

Liabilities:

Deferred compensation

(2)(3)

$ 23,211 $ 23,211 $ — $ — $ 29,526 $ 29,526 $ — $ —

(1)

We classified these investments as Level 2 since the fair value is based on market observable inputs for investments with similar terms and

maturities.

(2)

The deferred compensation liability, included in “Other liabilities—Other” in our Consolidated Balance Sheets, consists of deferrals under The

New York Times Company Deferred Executive Compensation Plan (the “DEC”), a frozen plan which enabled certain eligible executives to elect

to defer a portion of their compensation on a pre-tax basis. The deferred amounts are invested at the executives’ option in various mutual funds.

The fair value of deferred compensation is based on the mutual fund investments elected by the executives and on quoted prices in active

markets for identical assets. Participation in the DEC was frozen effective December 31, 2015. Refer to Note 12 for detail.

(3)

The Company invests deferred compensation in life insurance products. Our investments in life insurance products are included in

“Miscellaneous assets” in our Consolidated Balance Sheets, and were $38.1 million as of December 30, 2018, and $40.3 million as of

December 31, 2017. The fair value of these assets is measured using the net asset value (“NAV”) per share (or its equivalent) and has not been

classified in the fair value hierarchy.

P. 88 – THE NEW YORK TIMES COMPANY

Financial Instruments Disclosed, But Not Reported, at Fair Value

The carrying value of our debt was approximately $247 million as of December 30, 2018, and approximately

$243 million as of December 31, 2017. The fair value of our debt was approximately $260 million and $279 million as

of December 30, 2018, and December 31, 2017, respectively. We estimate the fair value of our debt utilizing market

quotations for debt that have quoted prices in active markets. Since our debt does not trade in an active market, the

fair value estimates are based on market observable inputs based on borrowing rates currently available for debt with

similar terms and average maturities (Level 2).

Assets Measured and Recorded at Fair Value on a Non-Recurring Basis

Certain non-financial assets, such as goodwill, intangible assets, property, plant and equipment and certain

investments are only recorded at fair value if an impairment charge is recognized. Goodwill and intangible assets are

initially recorded at fair value in purchase accounting. We classified all of these measurements as Level 3, as we used

unobservable inputs within the valuation methodologies that were significant to the fair value measurements, and the

valuations required management‘s judgment due to the absence of quoted market prices. There was no impairment

recognized in 2018, 2017 and 2016.

10. Pension Benefits

Single-Employer Plans

We sponsor several frozen single-employer defined benefit pension plans. The Company and The NewsGuild

of New York jointly sponsor the Guild-Times Adjustable Pension Plan which continues to accrue active benefits.

Effective January 1, 2018, the Company became the sole sponsor of the frozen Newspaper Guild of New York - The

New York Times Pension Plan (the “Guild-Times Plan”). The Guild-Times Plan was previously joint trusteed between

the Guild and the Company. Effective December 31, 2018, the Guild-Times Plan and the Retirement Annuity Plan For

Craft Employees of The New York Times Companies (the “RAP”) were merged into The New York Times Companies

Pension Plan.

We also have a foreign-based pension plan for certain employees (the “foreign plan”). The information for the

foreign plan is combined with the information for U.S. non-qualified plans. The benefit obligation of the foreign plan

is immaterial to our total benefit obligation.

Net Periodic Pension Cost

The components of net periodic pension cost were as follows:

December 30, 2018 December 31, 2017 December 25, 2016

(In thousands)

Qualified

Plans

Non-

Qualified

Plans

All

Plans

Qualified

Plans

Non-

Qualified

Plans

All

Plans

Qualified

Plans

Non-

Qualified

Plans

All

Plans

Service cost $ 9,986 $ 79 $ 10,065 $ 9,720 $ 79 $ 9,799 $ 8,991 $ 143 $ 9,134

Interest cost 52,770 7,383 60,153 60,742 7,840 68,582 66,293 8,172 74,465

Expected return on plan assets (82,327) — (82,327) (102,900) — (102,900) (111,159) — (111,159)

Amortization and other costs 26,802 5,114 31,916 29,051 4,318 33,369 28,274 4,184 32,458

Amortization of prior service

credit (1,945) — (1,945) (1,945) — (1,945) (1,945) — (1,945)

Effect of settlement/curtailment — 221 221 102,109 — 102,109 21,294 (1,599) 19,695

Net periodic pension cost $ 5,286 $ 12,797 $ 18,083 $ 96,777 $ 12,237 $ 109,014 $ 11,748 $ 10,900 $ 22,648

As a result of the adoption of ASU 2017-07 during the first quarter of 2018, the service cost component of net

periodic pension cost continues to be recognized in “Total operating costs” while the other components have been

reclassified to “Other components of net periodic benefit costs” in our Consolidated Statements of Operations below

“Operating profit” on a retrospective basis.

THE NEW YORK TIMES COMPANY – P. 89

Over the past several years the Company has taken steps to reduce the size and volatility of our pension

obligations. In the first quarter of 2018, the Company signed an agreement that froze the accrual of benefits under the

RAP with respect to all participants covered by a collective bargaining agreement between the Company and

The Newspaper and Mail Deliverers’ Union of New York and Vicinity. This group of participants was the last group

under the RAP to have their benefit accruals frozen.

In the fourth quarter of 2017, the Company entered into agreements with two insurance companies to transfer

future benefit obligations and annuity administration for certain retirees (or their beneficiaries) in two of the

Company’s qualified pension plans. This transfer of plan assets and obligations reduced the Company’s qualified

pension plan obligations by $263.3 million. As a result of these agreements, the Company recorded pension

settlement charges of $102.1 million. Additionally, during the fourth quarter of 2017, the Company made

discretionary contributions totaling $120 million to certain qualified pension plans.

In the fourth quarter of 2016, we recorded a pension settlement charge of $21.3 million in connection with a

lump-sum payment offer made to certain former employees who participated in certain qualified pension plans.

These lump-sum payments totaled $49.5 million and were made with cash from the qualified pension plans, not with

Company cash. The effect of this lump-sum settlement was to reduce our pension obligations by $52.2 million. In

addition, we recorded a $1.7 million curtailment related to the streamlining of the Company’s international print

operations. See Note 8 for more information on the streamlining of the Company’s international print operations.

Other changes in plan assets and benefit obligations recognized in other comprehensive income/loss were as

follows:

(In thousands)

December 30,

2018

December 31,

2017

December 25,

2016

Net actuarial loss/(gain) $ 29,965 $ 22,600 $ (4,289)

Amortization of loss (31,916) (33,369) (32,458)

Amortization of prior service credit 1,945 1,945 1,945

Effect of settlement (421) (102,109) (21,294)

Total recognized in other comprehensive (income)/loss (427) (110,933) (56,096)

Net periodic pension cost 18,083 109,014 22,648

Total recognized in net periodic benefit cost and other comprehensive (income)/

loss $ 17,656 $ (1,919) $ (33,448)

Actuarial gains and losses are amortized using a corridor approach. The gain or loss corridor is equal to 10% of

the greater of the projected benefit obligation and the market-related value of assets. Gains and losses in excess of the

corridor are generally amortized over the future working lifetime for the ongoing plans and average life expectancy

for the frozen plans.

The estimated actuarial loss and prior service credit that will be amortized from accumulated other

comprehensive loss into net periodic pension cost over the next fiscal year is approximately $23 million and $2

million, respectively.

We also contribute to defined contribution benefit plans. The amount of cost recognized for defined

contribution benefit plans was approximately $22 million, $23 million and $15 million for 2018, 2017 and 2016,

respectively.

P. 90 – THE NEW YORK TIMES COMPANY

Benefit Obligation and Plan Assets

The changes in the benefit obligation and plan assets and other amounts recognized in other comprehensive

loss were as follows:

December 30, 2018 December 31, 2017

(In thousands)

Qualified

Plans

Non-

Qualified

Plans All Plans

Qualified

Plans

Non-

Qualified

Plans All Plans

Change in benefit obligation

Benefit obligation at beginning of year $ 1,636,488 $ 245,302 $ 1,881,790 $ 1,798,652 $ 240,399 $ 2,039,051

Service cost 9,986 79 10,065 9,720 79 9,799

Interest cost 52,770 7,383 60,153 60,742 7,840 68,582

Plan participants’ contributions 3 — 3 9 — 9

Actuarial (gain)/loss (123,670) (10,221) (133,891) 142,980 15,342 158,322

Curtailments — (200) (200) — — —

Settlements — — — (269,287) — (269,287)

Benefits paid (84,179) (19,219) (103,398) (106,328) (18,510) (124,838)

Effects of change in currency conversion — (58) (58) — 152 152

Benefit obligation at end of year 1,491,398 223,066 1,714,464 1,636,488 245,302 1,881,790

Change in plan assets

Fair value of plan assets at beginning of year 1,567,411 — 1,567,411 1,576,760 — 1,576,760

Actual return on plan assets (81,529) — (81,529) 238,622 — 238,622

Employer contributions 8,445 19,219 27,664 127,635 18,510 146,145

Plan participants’ contributions 3 — 3 9 — 9

Settlements — — — (269,287) — (269,287)

Benefits paid (84,179) (19,219) (103,398) (106,328) (18,510) (124,838)

Fair value of plan assets at end of year 1,410,151 — 1,410,151 1,567,411 — 1,567,411

Net amount recognized $ (81,247) $ (223,066) $ (304,313) $ (69,077) $ (245,302) $ (314,379)

Amount recognized in the Consolidated Balance Sheets

Current liabilities $ — $ (17,034) $ (17,034) $ — $ (16,901) $ (16,901)

Noncurrent liabilities (81,247) (206,032) (287,279) (69,077) (228,401) (297,478)

Net amount recognized $ (81,247) $ (223,066) $ (304,313) $ (69,077) $ (245,302) $ (314,379)

Amount recognized in accumulated other comprehensive loss

Actuarial loss $ 654,579 $ 94,123 $ 748,702 $ 641,194 $ 109,880 $ 751,074

Prior service credit (18,786) — (18,786) (20,731) — (20,731)

Total $ 635,793 $ 94,123 $ 729,916 $ 620,463 $ 109,880 $ 730,343

THE NEW YORK TIMES COMPANY – P. 91

Information for pension plans with an accumulated benefit obligation in excess of plan assets was as follows:

(In thousands)

December 30,

2018

December 31,

2017

Projected benefit obligation $ 1,714,464 $ 1,881,790

Accumulated benefit obligation $ 1,712,619 $ 1,874,445

Fair value of plan assets $ 1,410,151 $ 1,567,411

Assumptions

Weighted-average assumptions used in the actuarial computations to determine benefit obligations for

qualified pension plans were as follows:

December 30,

2018

December 31,

2017

Discount rate 4.43% 3.75%

Rate of increase in compensation levels 3.00% 2.95%

The rate of increase in compensation levels is applicable only for the Guild-Times Adjustable Pension Plan that

has not been frozen.

Weighted-average assumptions used in the actuarial computations to determine net periodic pension cost for

qualified plans were as follows:

December 30,

2018

December 31,

2017

December 25,

2016

Discount rate for determining projected benefit obligation 3.75% 4.31% 4.60%

Discount rate in effect for determining service cost 3.88% 4.74% 5.78%

Discount rate in effect for determining interest cost 3.31% 3.54% 3.68%

Rate of increase in compensation levels 2.95% 2.95% 2.91%

Expected long-term rate of return on assets 5.69% 6.73% 7.01%

Weighted-average assumptions used in the actuarial computations to determine benefit obligations for non-

qualified plans were as follows:

December 30,

2018

December 31,

2017

Discount rate 4.35% 3.67%

Rate of increase in compensation levels 2.50% 2.50%

The rate of increase in compensation levels is applicable only for the foreign plan, which has not been frozen.

P. 92 – THE NEW YORK TIMES COMPANY

Weighted-average assumptions used in the actuarial computations to determine net periodic pension cost for

non-qualified plans were as follows:

December 30,

2018

December 31,

2017

December 25,

2016

Discount rate for determining projected benefit obligation 3.67% 4.17% 4.40%

Discount rate in effect for determining interest cost 3.14% 3.39% 3.44%

Rate of increase in compensation levels 2.50% 2.50% 2.50%

We determined our discount rate using a Ryan ALM, Inc. Curve (the “Ryan Curve”). The Ryan Curve provides

the bonds included in the curve and allows adjustments for certain outliers (i.e., bonds on “watch”). We believe the

Ryan Curve allows us to calculate an appropriate discount rate.

To determine our discount rate, we project a cash flow based on annual accrued benefits. The projected plan

cash flow is discounted to the measurement date, which is the last day of our fiscal year, using the annual spot rates

provided in the Ryan Curve.

In determining the expected long-term rate of return on assets, we evaluated input from our investment

consultants, actuaries and investment management firms, including our review of asset class return expectations, as

well as long-term historical asset class returns. Projected returns by such consultants and economists are based on

broad equity and bond indices. Our objective is to select an average rate of earnings expected on existing plan assets

and expected contributions to the plan during the year, less expense expected to be incurred by the plan during the

year.

The market-related value of plan assets is multiplied by the expected long-term rate of return on assets to

compute the expected return on plan assets, a component of net periodic pension cost. The market-related value of

plan assets is a calculated value that recognizes changes in fair value over three years.

Plan Assets

Company-Sponsored Pension Plans

The assets underlying the Company-sponsored qualified pension plans are managed by professional

investment managers. These investment managers are selected and monitored by the pension investment committee,

composed of certain senior executives, who are appointed by the Finance Committee of the Board of Directors of the

Company. The Finance Committee is responsible for adopting our investment policy, which includes rules regarding

the selection and retention of qualified advisors and investment managers. The pension investment committee is

responsible for implementing and monitoring compliance with our investment policy, selecting and monitoring

investment managers and communicating the investment guidelines and performance objectives to the investment

managers.

Our contributions are made on a basis determined by the actuaries in accordance with the funding

requirements and limitations of the Employee Retirement Income Security Act (“ERISA”) and the Internal Revenue

Code.

Investment Policy and Strategy

The primary long-term investment objective is to allocate assets in a manner that produces a total rate of return

that meets or exceeds the growth of our pension liabilities. An additional investment objective is to transition the asset

mix to hedge liabilities and minimize volatility in the funded status of the plans.

Asset Allocation Guidelines

In accordance with our asset allocation strategy, for substantially all of our Company-sponsored pension plan

assets, investments are categorized into long duration fixed income investments whose value is highly correlated to

that of the pension plan obligations (“Long Duration Assets”) or other investments, such as equities and high-yield

fixed income securities, whose return over time is expected to exceed the rate of growth in our pension plan

obligations (“Return-Seeking Assets”).

THE NEW YORK TIMES COMPANY – P. 93

The proportional allocation of assets between Long Duration Assets and Return-Seeking Assets is dependent on

the funded status of each pension plan. Under our policy, for example, a funded status at 100% requires an allocation

of total assets of 71.5% to 76.5% to Long Duration Assets and 23.5% to 28.5% to Return-Seeking Assets. As a plan's

funded status increases, the allocation to Long Duration Assets will increase and the allocation to Return-Seeking

Assets will decrease.

The following asset allocation guidelines apply to the Return-Seeking Assets:

Asset Category

Percentage

Range Actual

Public Equity 70% - 100% 85%

High-Yield Fixed Income 0% - 15% 0%

Alternatives 0% - 15% 15%

Cash 0% - 10% 0%

The asset allocations by asset category for both Long Duration and Return-Seeking Assets, as of December 30,

2018, were as follows:

Asset Category

Percentage

Range Actual

Long Duration Fixed Income 71.5% - 76.5% 75%

Public Equity 16.5% - 28.5% 21%

High-Yield Fixed Income 0% - 4% 0%

Alternatives 0% - 4% 3%

Cash 0% - 3% 1%

The specified target allocation of assets and ranges set forth above are maintained and reviewed on a periodic

basis by the pension investment committee. The pension investment committee may direct the transfer of assets

between investment managers in order to rebalance the portfolio in accordance with approved asset allocation ranges

to accomplish the investment objectives for the pension plan assets.

P. 94 – THE NEW YORK TIMES COMPANY

Fair Value of Plan Assets

The fair value of the assets underlying our Company-sponsored qualified pension plans and the joint-

sponsored Guild-Times Adjustable Pension Plan by asset category are as follows:

December 30, 2018

(In thousands)

Quoted Prices

Markets for

Identical Assets

Significant

Observable

Inputs

Significant

Unobservable

Inputs

Investment

Measured at Net

Asset Value

(3)

Asset Category (Level 1) (Level 2) (Level 3) Total

Equity Securities:

U.S. Equities $ 25,459 $ — $ — $ — $ 25,459

International Equities 27,805 — — — 27,805

Mutual Funds 18,891 — — — 18,891

Registered Investment

Companies 36,908 — — — 36,908

Common/Collective Funds

(1)

— — — 412,815 412,815

Fixed Income Securities:

Corporate Bonds — 532,466 — — 532,466

U.S. Treasury and Other

Government Securities — 155,229 — — 155,229

Group Annuity Contract — — — 64,559 64,559

Municipal and Provincial

Bonds

— 42,170 — — 42,170

Government Sponsored

Enterprises

(2)

— 14,278 — — 14,278

Other — 13,754 — — 13,754

Cash and Cash Equivalents — — — 19,667 19,667

Private Equity — — — 12,752 12,752

Hedge Fund — — — 33,398 33,398

Assets at Fair Value 109,063 757,897 — 543,191 1,410,151

Other Assets —

Total $ 109,063 $ 757,897 $ — $ 543,191 $ 1,410,151

(1)

The underlying assets of the common/collective funds are primarily comprised of equity and fixed income securities. The fair value in the above

table represents our ownership share of the NAV of the underlying funds.

(2)

Represents investments that are not backed by the full faith and credit of the U.S. government.

(3)

Certain investments that are measured at fair value using the NAV per share (or its equivalent) have not been classified in the fair value

hierarchy.

THE NEW YORK TIMES COMPANY – P. 95

Fair Value Measurement at December 31, 2017

(In thousands)

Quoted Prices

Markets for

Identical Assets

Significant

Observable

Inputs

Significant

Unobservable

Inputs

Investment

Measured at Net

Asset Value

(3)

Asset Category (Level 1) (Level 2) (Level 3) Total

Equity Securities:

U.S. Equities $ 65,466 $ — $ — $ — $ 65,466

International Equities 62,256 — — — 62,256

Mutual Funds 44,173 — — — 44,173

Registered Investment Companies 42,868 — — — 42,868

Common/Collective Funds

(1)

— — — 601,896 601,896

Fixed Income Securities:

Corporate Bonds — 416,201 — — 416,201

U.S. Treasury and Other

Government Securities — 144,085 — — 144,085

Group Annuity Contract — — — 45,005 45,005

Municipal and Provincial Bonds — 36,674 — — 36,674

Government Sponsored

Enterprises

(2)

— 11,364 — — 11,364

Other — 10,883 — — 10,883

Cash and Cash Equivalents — — — 32,352 32,352

Private Equity — — — 20,289 20,289

Hedge Fund — — — 33,899 33,899

Assets at Fair Value 214,763 619,207 — 733,441 1,567,411

Other Assets —

Total $ 214,763 $ 619,207 $ — $ 733,441 $ 1,567,411

(1)

The underlying assets of the common/collective funds are primarily comprised of equity and fixed income securities. The fair value in the above

table represents our ownership share of the NAV of the underlying funds.

(2)

Represents investments that are not backed by the full faith and credit of the U.S. government.

(3)

Certain investments that are measured at fair value using the NAV per share (or its equivalent) have not been classified in the fair value

hierarchy.

Level 1 and Level 2 Investments

Where quoted prices are available in an active market for identical assets, such as equity securities traded on an

exchange, transactions for the asset occur with such frequency that the pricing information is available on an

ongoing/daily basis. We classify these types of investments as Level 1 where the fair value represents the closing/last

trade price for these particular securities.

For our investments where pricing data may not be readily available, fair values are estimated by using quoted

prices for similar assets, in both active and not active markets, and observable inputs, other than quoted prices, such

as interest rates and credit risk. We classify these types of investments as Level 2 because we are able to reasonably

estimate the fair value through inputs that are observable, either directly or indirectly. There are no restrictions on our

ability to sell any of our Level 1 and Level 2 investments.

P. 96 – THE NEW YORK TIMES COMPANY

Cash Flows

In 2018, we made contributions to the Guild-Times Adjustable Pension Plan of $8.4 million. We expect

contributions made to satisfy minimum funding requirements to total approximately $9 million in 2019.

The following benefit payments, which reflect future service for plans that have not been frozen, are expected to

be paid:

Plans

(In thousands) Qualified

Non-

Qualified Total

2019 $ 86,901 $ 17,368 $ 104,269

2020 88,041 17,107 105,148

2021 89,678 16,909 106,587

2022 91,557 16,726 108,283

2023 92,962 16,423 109,385

2024-2028

(1)

480,374 77,975 558,349

(1)

While benefit payments under these plans are expected to continue beyond 2028 we have presented in this table only those benefit payments

estimated over the next 10 years.

Multiemployer Plans

We contribute to a number of multiemployer defined benefit pension plans under the terms of various

collective bargaining agreements that cover our union-represented employees. In recent years, certain events, such as

amendments to various collective bargaining agreements and the sale of the New England Media Group, resulted in

withdrawals from multiemployer pension plans. These actions, along with a reduction in covered employees, have

resulted in us estimating withdrawal liabilities to the respective plans for our proportionate share of any unfunded

vested benefits. In 2016, we recorded $6.7 million in charges for partial withdrawal obligations under multiemployer

pension plans. There was no such charge in 2017. During the third quarter of 2018, we recorded a gain of $4.9

million from a pension liability adjustment, which was recorded in “Multiemployer pension and other contractual

(gain)/loss” in our Consolidated Statements of Operations.

Our multiemployer pension plan withdrawal liability was approximately $97 million as of December 30, 2018

and approximately $108 million as of December 31, 2017. This liability represents the present value of the obligations

related to complete and partial withdrawals that have already occurred as well as an estimate of future partial

withdrawals that we considered probable and reasonably estimable. For those plans that have yet to provide us with

a demand letter, the actual liability will not be fully known until they complete a final assessment of the withdrawal

liability and issue a demand to us. Therefore, the estimate of our multiemployer pension plan liability will be adjusted

as more information becomes available that allows us to refine our estimates.

The risks of participating in multiemployer plans are different from single-employer plans in the following

aspects:

• Assets contributed to the multiemployer plan by one employer may be used to provide benefits to employees

of other participating employers.

• If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne

by the remaining participating employers.

• If we elect to withdraw from these plans or if we trigger a partial withdrawal due to declines in contribution

base units or a partial cessation of our obligation to contribute, we may be assessed a withdrawal liability

based on a calculated share of the underfunded status of the plan.

• If a multiemployer plan from which we have withdrawn subsequently experiences a mass withdrawal, we

may be required to make additional contributions under applicable law.

THE NEW YORK TIMES COMPANY – P. 97

Our participation in significant plans for the fiscal period ended December 30, 2018, is outlined in the table

below. The “EIN/Pension Plan Number” column provides the Employer Identification Number (“EIN”) and the

three-digit plan number. The zone status is based on the latest information that we received from the plan and is

certified by the plan’s actuary. A plan is generally classified in critical status if a funding deficiency is projected within

four years or five years, depending on other criteria. A plan in critical status is classified in critical and declining

status if it is projected to become insolvent in the next 15 or 20 years, depending on other criteria. A plan is classified

in endangered status if its funded percentage is less than 80% or a funding deficiency is projected within seven years.

If the plan satisfies both of these triggers, it is classified in seriously endangered status. A plan not classified in any

other status is classified in the green zone. The “FIP/RP Status Pending/Implemented” column indicates plans for

which a financial improvement plan (“FIP”) or a rehabilitation plan (“RP”) is either pending or has been

implemented. The “Surcharge Imposed” column includes plans in a red zone status that are required to pay a

surcharge in excess of regular contributions. The last column lists the expiration date(s) of the collective bargaining

agreement(s) to which the plans are subject.

EIN/Pension

Plan Number

Pension Protection Act

Zone Status

FIP/RP Status

Pending/

Implemented

(In thousands)

Contributions of the

Company

Surcharge

Imposed

Collective

Bargaining

Agreement

Expiration

DatePension Fund 2018 2017 2018 2017 2016

CWA/ITU Negotiated

Pension Plan 13-6212879-001

Critical and

Declining

as of

1/01/18

Critical and

Declining

as of

1/01/17 Implemented $ 408 $ 425 $ 486 No

(1)

Newspaper and Mail

Deliverers’-Publishers’

Pension Fund

(2)

13-6122251-001

Green as of

6/01/18

Green as of

6/01/17 N/A 992 995 1,040 No 3/30/2020

GCIU-Employer

Retirement Benefit

Plan 91-6024903-001

Critical and

Declining

as of

1/01/18

Critical and

Declining

as of

1/01/17 Implemented 42 39 43 Yes 3/30/2021

(3)

Pressmen’s Publishers’

Pension Fund

(4)

13-6121627-001

Green as of

4/01/18

Green as of

4/01/17 N/A 1,129 963 1,001 No 3/30/2021

Paper-Handlers’-

Publishers’ Pension

Fund

(5)

13-6104795-001

Critical and

Declining

as of

4/01/18

Critical and

Declining

as of

4/01/17 Implemented 99 88 100 Yes 3/30/2021

Contributions for individually significant plans $ 2,670 $ 2,510 $ 2,670

Total Contributions $ 2,670 $ 2,510 $ 2,670

(1)

There are two collective bargaining agreements requiring contributions to this plan: Mailers, which expires March 30, 2019, and Typographers,

which expires March 30, 2020.

(2)

Elections under the Preservation of Access to Care for Medicare Beneficiaries and Pension Relief Act of 2010: Extended Amortization of Net

Investment Losses (IRS Section 431(b)(8)(A)) and the Expanded Smoothing Period (IRS Section 431(b)(8)(B)).

(3)

We previously had two collective bargaining agreements requiring contributions to this plan. As of December 30, 2018, only one collective

bargaining agreement remained for the Stereotypers. The method for calculating actuarial value of assets was changed retroactive to January 1,

2009, as elected by the Board of Trustees and as permitted by IRS Notice 2010-83. This election includes smoothing 2008 investment losses

over ten years.

(4)

The Plan sponsor elected two provisions of funding relief under the Preservation of Access to Care for Medicare Beneficiaries and Pension

Relief Act of 2010 (PRA 2010) to more slowly absorb the 2008 plan year investment loss, retroactively effective as of April 1, 2009. These

included extended amortization under the prospective method and 10-year smoothing of the asset loss for the plan year beginning April 1, 2008.

(5)

Board of Trustees elected funding relief. This election includes smoothing the March 31, 2009 investment losses over 10 years.

The rehabilitation plan for the GCIU-Employer Retirement Benefit Plan includes minimum annual

contributions no less than the total annual contribution made by us from September 1, 2008 through August 31, 2009.

P. 98 – THE NEW YORK TIMES COMPANY

The Company was listed in the plans’ respective Forms 5500 as providing more than 5% of the total

contributions for the following plans and plan years:

Pension Fund

Year Contributions to Plan Exceeded More Than 5 Percent of

Total Contributions (as of Plan’s Year-End)

CWA/ITU Negotiated Pension Plan 12/31/2017 & 12/31/2016

(1)

Newspaper and Mail Deliverers’-Publishers’ Pension Fund 5/31/2017 & 5/31/2016

(1)

Pressmen’s Publisher’s Pension Fund 3/31/2018 & 3/31/2017

Paper-Handlers’-Publishers’ Pension Fund 3/31/2018 & 3/31/2017

(1)

Forms 5500 for the plans’ year ended 12/31/18 and 5/31/18 were not available as of the date we filed our financial statements.

The Company received a notice and demand for payment of withdrawal liability from the Newspaper and Mail

Deliverers’-Publishers’ Pension Fund in September 2013 and December 2014 associated with partial withdrawals. See

Note 19 for further information.

11. Other Postretirement Benefits

We provide health benefits to retired employees (and their eligible dependents) who meet the definition of an

eligible participant and certain age and service requirements, as outlined in the plan document. While we offer pre-

age 65 retiree medical coverage to employees who meet certain retiree medical eligibility requirements, we do not

provide post-age 65 retiree medical benefits for employees who retired on or after March 1, 2009. We accrue the costs

of postretirement benefits during the employees’ active years of service and our policy is to pay our portion of

insurance premiums and claims from general corporate assets.

Net Periodic Other Postretirement Benefit Cost/(Income)

The components of net periodic postretirement benefit cost/(income) were as follows:

(In thousands)

December 30,

2018

December 31,

2017

December 25,

2016

Service cost $ 21 $ 367 $ 417

Interest cost 1,476 1,881 1,979

Amortization and other costs 4,735 3,621 4,105

Amortization of prior service credit (6,157) (7,755) (8,440)

Effect of settlement/curtailment

(1)

— (32,737) —

Net periodic postretirement benefit cost/(income) $ 75 $ (34,623) $ (1,939)

(1)

In the fourth quarter of 2017, the Company recorded a gain in connection with the settlement of a funding obligation related to a postretirement

plan.

As a result of the adoption of ASU 2017-07 during the first quarter of 2018, the service cost component of net

periodic postretirement benefit cost/(income) continues to be recognized in “Total operating costs” while the other

components have been reclassified to “Other components of net periodic benefit costs” in our Consolidated

Statements of Operations below “Operating profit” on a retrospective basis.

THE NEW YORK TIMES COMPANY – P. 99

The changes in the benefit obligations recognized in other comprehensive (income)/loss were as follows:

(In thousands)

December 30,

2018

December 31,

2017

December 25,

2016

Net actuarial loss/(gain) $ (4,905) $ (6,625) $ 28

Amortization of loss (4,735) (3,621) (4,105)

Amortization of prior service credit 6,157 7,755 8,440

Effect of curtailment — 6,502 —

Effect of settlement — 26,235 —

Total recognized in other comprehensive (income)/loss (3,483) 30,246 4,363

Net periodic postretirement benefit cost/(income) 75 (34,623) (1,939)

Total recognized in net periodic postretirement benefit cost/(income) and other

comprehensive (income)/loss $ (3,408) $ (4,377) $ 2,424

Actuarial gains and losses are amortized using a corridor approach. The gain or loss corridor is equal to 10% of

the accumulated postretirement benefit obligation. Gains and losses in excess of the corridor are generally amortized

over the average remaining service period to expected retirement of active participants.

The estimated actuarial loss and prior service credit that will be amortized from accumulated other

comprehensive loss into net periodic benefit cost over the next fiscal year is approximately $3 million and $5 million,

respectively.

In connection with collective bargaining agreements, we contribute to several multiemployer welfare plans.

These plans provide medical benefits to active and retired employees covered under the respective collective

bargaining agreement. Contributions are made in accordance with the formula in the relevant agreement.

Postretirement costs related to these plans are not reflected above and were approximately $16 million in 2018, $15

million in 2017 and $15 million in 2016.

P. 100 – THE NEW YORK TIMES COMPANY

The changes in the benefit obligation and plan assets and other amounts recognized in other comprehensive

income/loss were as follows:

(In thousands)

December 30,

2018

December 31,

2017

Change in benefit obligation

Benefit obligation at beginning of year $ 54,642 $ 65,042

Service cost 21 367

Interest cost 1,476 1,881

Plan participants’ contributions 3,974 4,007

Actuarial (gain)/loss (4,905) 3,703

Curtailments/settlements — (10,328)

Benefits paid (9,171) (10,030)

Benefit obligation at the end of year 46,037 54,642

Change in plan assets

Fair value of plan assets at beginning of year — —

Employer contributions 5,197 6,023

Plan participants’ contributions 3,974 4,007

Benefits paid (9,171) (10,030)

Fair value of plan assets at end of year — —

Net amount recognized $ (46,037) $ (54,642)

Amount recognized in the Consolidated Balance Sheets

Current liabilities $ (5,645) $ (5,826)

Noncurrent liabilities (40,392) (48,816)

Net amount recognized $ (46,037) $ (54,642)

Amount recognized in accumulated other comprehensive loss

Actuarial loss $ 28,871 $ 38,512

Prior service credit (12,456) (18,613)

Total $ 16,415 $ 19,899

Weighted-average assumptions used in the actuarial computations to determine the postretirement benefit

obligations were as follows:

December 30,

2018

December 31,

2017

Discount rate 4.18% 3.46%

Estimated increase in compensation level 3.50% 3.50%

THE NEW YORK TIMES COMPANY – P. 101

Weighted-average assumptions used in the actuarial computations to determine net periodic postretirement

cost were as follows:

December 30,

2018

December 31,

2017

December 25,

2016

Discount rate for determining projected benefit obligation 3.46% 3.93% 4.05%

Discount rate in effect for determining service cost 3.56% 4.08% 4.24%

Discount rate in effect for determining interest cost 3.01% 3.21% 2.96%

Estimated increase in compensation level 3.50% 3.50% 3.50%

The assumed health-care cost trend rates were as follows:

December 30,

2018

December 31,

2017

Health-care cost trend rate 6.90% 7.60%

Rate to which the cost trend rate is assumed to decline (ultimate trend rate) 5.00% 5.00%

Year that the rate reaches the ultimate trend rate 2025 2025

Because our health-care plans are capped for most participants, the assumed health-care cost trend rates do not

have a significant effect on the amounts reported for the health-care plans. A one-percentage point change in assumed

health-care cost trend rates would have the following effects:

One-Percentage Point

(In thousands) Increase Decrease

Effect on total service and interest cost for 2018 $ 40 $ (36)

Effect on accumulated postretirement benefit obligation as of December 30, 2018 $ 1,139 $ (1,021)

The following benefit payments (net of plan participant contributions) under our Company’s postretirement

plans, which reflect expected future services, are expected to be paid:

(In thousands) Amount

2019 $ 5,802

2020 5,394

2021 4,962

2022 4,545

2023 4,196

2024-2028

(1)

16,662

(1)

While benefit payments under these plans are expected to continue beyond 2028, we have presented in this table only those benefit

payments estimated over the next 10 years.

We accrue the cost of certain benefits provided to former or inactive employees after employment, but before

retirement. The cost is recognized only when it is probable and can be estimated. Benefits include life insurance,

disability benefits and health-care continuation coverage. The accrued obligation for these benefits was $9.7 million as

of December 30, 2018, and $11.3 million as of December 31, 2017.

P. 102 – THE NEW YORK TIMES COMPANY

12. Other Liabilities

The components of the “Other Liabilities — Other” balance in our Consolidated Balance Sheets were as follows:

(In thousands)

December 30,

2018

December 31,

2017

Deferred compensation $ 23,211 $ 29,526

Other liabilities 54,636 52,787

Total $ 77,847 $ 82,313

Deferred compensation consists primarily of deferrals under our DEC. Refer to Note 9 for detail.

We invest deferred compensation in life insurance products designed to closely mirror the performance of the

investment funds that the participants select. Our investments in life insurance products are included in

“Miscellaneous assets” in our Consolidated Balance Sheets, and were $38.1 million as of December 30, 2018, and $40.3

million as of December 31, 2017.

Other liabilities in the preceding table primarily included our post employment liabilities, our contingent tax

liability for uncertain tax positions and self-insurance liabilities as of December 30, 2018, and December 31, 2017.

13. Income Taxes

Reconciliations between the effective tax rate on income from continuing operations before income taxes and

the federal statutory rate are presented below.

December 30, 2018 December 31, 2017 December 25, 2016

(In thousands) Amount

% of

Pre-tax Amount

% of

Pre-tax Amount

% of

Pre-tax

Tax at federal statutory rate $ 36,979 21.0 $ 38,928 35.0 $ 10,685 35.0

State and local taxes, net 12,335 7.0 4,800 4.3 3,095 10.1

Effect of enacted changes in tax laws (1,872) (1.0) 68,747 61.8 — —

Increase/(decrease) in uncertain tax positions 2,288 1.3 (2,277) (2.0) (4,534) (14.9)

Loss/(gain) on Company-owned life insurance 449 0.2 (1,916) (1.7) (736) (2.4)

Nondeductible expense 2,399 1.3 1,021 0.9 1,115 3.7

Domestic manufacturing deduction — — — — (1,820) (6.0)

Foreign Earnings and Dividends — — 458 0.4 (2,418) (7.9)

Other, net (3,947) (2.2) (5,805) (5.2) (966) (3.2)

Income tax expense $ 48,631 27.6 $ 103,956 93.5 $ 4,421 14.4

THE NEW YORK TIMES COMPANY – P. 103

The components of income tax expense as shown in our Consolidated Statements of Operations were as

follows:

(In thousands)

December 30,

2018

December 31,

2017

December 25,

2016

Current tax expense/(benefit)

Federal $ 31,719 $ (252) $ 22,864

Foreign 705 458 312

State and local 10,172 350 (3,295)

Total current tax expense 42,596 556 19,881

Deferred tax expense

Federal 913 105,905 (16,625)

State and local 5,122 (2,505) 1,165

Total deferred tax expense/(benefit) 6,035 103,400 (15,460)

Income tax expense/(benefit) $ 48,631 $ 103,956 $ 4,421

State tax operating loss carryforwards totaled $2.0 million as of December 30, 2018 and $4.7 million as of

December 31, 2017. Such loss carryforwards expire in accordance with provisions of applicable tax laws and have

remaining lives up to 19 years.

On December 22, 2017, the Tax Act was signed into law making significant changes to the Internal Revenue

Code. Changes included, but were not limited to, a federal corporate tax rate decrease from 35% to 21% for tax years

beginning after December 31, 2017, a one-time transition tax on the mandatory deemed repatriation of foreign

earnings and numerous domestic and international-related provisions effective in 2018.

On December 22, 2017, SAB 118 was issued to address the application of GAAP in situations when a registrant

does not have the necessary information available, prepared, or analyzed (including computations) in reasonable

detail to complete the accounting for certain income tax effects of the Tax Act. In accordance with SAB 118, we

determined that the $68.7 million of additional income tax expense recorded in the fourth quarter of 2017 in

connection with the remeasurement of certain deferred tax assets and liabilities, the one-time transition tax on the

mandatory deemed repatriation of foreign earnings, and deferred tax assets related to executive compensation

deductions was a provisional amount and a reasonable estimate at December 31, 2017. Provisional estimates were also

made with regard to the Company’s deductions under the Tax Act’s new expensing provisions and state and local

income taxes related to foreign earnings subject to the one-time transition tax. The ultimate impact of the Tax Act was

expected to differ from the provisional amount recognized due to, among other things, changes in estimates resulting

from the receipt or calculation of final data, changes in interpretations of the Tax Act, and additional regulatory

guidance that would be issued. In the fourth quarter of 2018, in accordance with SAB 118, we completed the

accounting for the impact of the Tax Act and recognized a $1.9 million tax benefit related to 2017, primarily

attributable to the remeasurement of certain deferred tax assets and liabilities and the repatriation of foreign earnings.

P. 104 – THE NEW YORK TIMES COMPANY

The components of the net deferred tax assets and liabilities recognized in our Consolidated Balance Sheets

were as follows:

(In thousands)

December 30,

2018

December 31,

2017

Deferred tax assets

Retirement, postemployment and deferred compensation plans $ 128,926 $ 140,657

Accruals for other employee benefits, compensation, insurance and other 22,722 16,883

Net operating losses 1,598 6,228

Other 23,400 31,686

Gross deferred tax assets $ 176,646 $ 195,454

Deferred tax liabilities

Property, plant and equipment $ 38,268 $ 31,043

Intangible assets 7,225 7,300

Other 2,722 4,065

Gross deferred tax liabilities 48,215 42,408

Net deferred tax asset $ 128,431 $ 153,046

We assess whether a valuation allowance should be established against deferred tax assets based on the

consideration of both positive and negative evidence using a “more likely than not” standard. In making such

judgments, significant weight is given to evidence that can be objectively verified. We evaluated our deferred tax

assets for recoverability using a consistent approach that considers our three-year historical cumulative income/

(loss), including an assessment of the degree to which any such losses were due to items that are unusual in nature

(i.e., impairments of nondeductible goodwill and intangible assets).

We had an income tax receivable of $3.7 million as of December 30, 2018, compared with an income tax

receivable of $25.4 million as of December 31, 2017.

Income tax benefits related to the exercise or vesting of equity awards reduced current taxes payable by $4.8

million, $13.7 million and $8.6 million in 2018, 2017 and 2016, respectively.

As of December 30, 2018 and December 31, 2017, “Accumulated other comprehensive loss, net of income taxes”

in our Consolidated Balance Sheets and for the years then ended in our Consolidated Statements of Changes in

Stockholders’ Equity was net of deferred tax assets of approximately $194 million and $196 million, respectively.

A reconciliation of unrecognized tax benefits is as follows:

(In thousands)

December 30,

2018

December 31,

2017

December 25,

2016

Balance at beginning of year $ 17,086 $ 10,028 $ 13,941

Gross additions to tax positions taken during the current year 680 9,009 997

Gross additions to tax positions taken during the prior year 3,019 103 —

Gross reductions to tax positions taken during the prior year (8,607) (372) (3,042)

Reductions from lapse of applicable statutes of limitations (549) (1,682) (1,868)

Balance at end of year $ 11,629 $ 17,086 $ 10,028

The total amount of unrecognized tax benefits that would, if recognized, affect the effective income tax rate was

approximately $10 million and $7 million as of December 30, 2018, and December 31, 2017, respectively.

THE NEW YORK TIMES COMPANY – P. 105

In 2018 , we recorded $2.3 million of income tax expense due to an increase in the Company’s reserve for

uncertain tax positions. In 2017, we recorded a $2.3 million income tax benefit due to a reduction in the Company’s

reserve for uncertain tax positions.

We also recognize accrued interest expense and penalties related to the unrecognized tax benefits within income

tax expense or benefit. The total amount of accrued interest and penalties was approximately $3 million and $2 million

as of December 30, 2018, and December 31, 2017, respectively. The total amount of accrued interest and penalties was

a net charge of $0.7 million in 2018, a net benefit of $0.1 million in 2017 and a net benefit of $0.9 million in 2016.

With few exceptions, we are no longer subject to U.S. federal, state and local, or non-U.S. income tax

examinations by tax authorities for years prior to 2010. Management believes that our accrual for tax liabilities is

adequate for all open audit years. This assessment relies on estimates and assumptions and may involve a series of

complex judgments about future events.

It is reasonably possible that certain income tax examinations may be concluded, or statutes of limitation may

lapse, during the next 12 months, which could result in a decrease in unrecognized tax benefits of $3.0 million that

would, if recognized, impact the effective tax rate.

14. Discontinued Operations

New England Media Group

In the fourth quarter of 2013, we completed the sale of substantially all of the assets and operating liabilities of

the New England Media Group — consisting of The Boston Globe, BostonGlobe.com, Boston.com, the T&G,

Telegram.com and related properties — and our 49% equity interest in Metro Boston, for approximately $70.0 million

in cash, subject to customary adjustments. The net after-tax proceeds from the sale, including a tax benefit, were

approximately $74.0 million. In the fourth quarter of 2016, the Company reached a settlement with respect to

litigation involving NEMG T&G, Inc., a subsidiary of the Company that was a part of New England Media Group. As

a result of the settlement, the Company recorded charges of $0.7 million ($0.4 million after tax) and $3.7 million ($2.3

million after tax) for the fiscal years ended December 31, 2017 and December 25, 2016, respectively. The results of

operations of the New England Media Group have been classified as discontinued operations for all periods

presented.

15. Earnings/(Loss) Per Share

We compute earnings/(loss) per share using a two-class method, an earnings allocation method used when a

company’s capital structure includes either two or more classes of common stock or common stock and participating

securities. This method determines earnings/(loss) per share based on dividends declared on common stock and

participating securities (i.e., distributed earnings), as well as participation rights of participating securities in any

undistributed earnings.

Earnings/(loss) per share is computed using both basic shares and diluted shares. The difference between basic

and diluted shares is that diluted shares include the dilutive effect of the assumed exercise of outstanding securities.

Our stock options, stock-settled long-term performance awards and restricted stock units could have the most

significant impact on diluted shares. The decrease in our basic shares is primarily due to repurchases of the

Company’s Class A Common Stock. The difference between basic and diluted shares of approximately 2.1 million, 2.3

million and 1.7 million as of December 30, 2018, December 31, 2017 and December 25, 2016, respectively, resulted

primarily from the dilutive effect of certain stock options and performance awards.

Securities that could potentially be dilutive are excluded from the computation of diluted earnings per share

when a loss from continuing operations exists or when the exercise price exceeds the market value of our Class A

Common Stock, because their inclusion would result in an anti-dilutive effect on per share amounts.

There were no anti-dilutive stock options excluded from the computation of diluted earnings per share in 2018.

The number of stock options excluded from the computation of diluted earnings per share because they were anti-

dilutive was approximately 2 million in 2017 and 4 million in 2016.

There were no anti-dilutive stock-settled long-term performance awards and restricted stock units excluded

from the computation of diluted earnings per share for the year ended 2018, 2017 and 2016.

P. 106 – THE NEW YORK TIMES COMPANY

16. Stock-Based Awards

As of December 30, 2018, the Company was authorized to grant stock-based compensation under its 2010

Incentive Compensation Plan (the “2010 Incentive Plan”), which became effective April 27, 2010, and was amended

and restated effective April 30, 2014. The 2010 Incentive Plan replaced the 1991 Executive Stock Incentive Plan (the

“1991 Incentive Plan”). In addition, through April 30, 2014, the Company maintained its 2004 Non-Employee

Directors’ Stock Incentive Plan (the “2004 Directors’ Plan”).

The Company’s long-term incentive compensation program provides executives the opportunity to earn cash

and shares of Class A Common Stock at the end of three-year performance cycles based in part on the achievement of

financial goals tied to a financial metric and in part on stock price performance relative to companies in the Standard

& Poor’s 500 Stock Index, with the majority of the target award to be settled in the Company’s Class A Common

Stock. In addition, the Company grants time-vested restricted stock units annually to a number of employees. These

are settled in shares of Class A Common Stock.

We have outstanding stock-settled long-term performance awards, restricted stock units and stock options

(together, “Stock-Based Awards”). We recognize stock-based compensation expense for outstanding stock-settled

long-term performance awards, restricted stock units and stock appreciation rights. Stock-based compensation

expense was $13.0 million in 2018, $14.8 million in 2017 and $12.4 million in 2016.

Stock-based compensation expense is recognized over the period from the date of grant to the date when the

award is no longer contingent on the employee providing additional service. Awards under the 1991 Incentive Plan

and 2010 Incentive Plan generally vest over a stated vesting period or, with respect to awards granted prior to

December 28, 2014, upon the retirement of an employee or director, as the case may be.

Each non-employee director of the Company receives an annual grant of restricted stock units under the 2010

Incentive Plan. Restricted stock units are awarded on the date of the annual meeting of stockholders and vest on the

date of the subsequent year’s annual meeting, with the shares to be delivered upon a director’s cessation of

membership on the Board of Directors. Each non-employee director is credited with additional restricted stock units

with a value equal to the amount of all dividends paid on the Company’s Class A Common Stock. The Company’s

directors are considered employees for purposes of stock-based compensation.

Stock Options

The 1991 Incentive Plan provided, and the 2010 Incentive Plan provides, for grants of both incentive and non-

qualified stock options at an exercise price equal to the fair market value (as defined in each plan, respectively) of our

Class A Common Stock on the date of grant. Stock options were generally granted with a 3-year vesting period and a

10-year term and vest in equal annual installments. Due to a change in the Company’s long-term incentive

compensation, no grants of stock options have been made since 2012.

The 2004 Directors’ Plan provided for grants of stock options to non-employee directors at an exercise price

equal to the fair market value (as defined in the 2004 Directors’ Plan) of our Class A Common Stock on the date of

grant. Prior to 2012, stock options were granted with a 1-year vesting period and a 10-year term. No grants of stock

options have been made since 2012. The Company’s directors are considered employees for purposes of stock-based

compensation.

THE NEW YORK TIMES COMPANY – P. 107

Changes in our Company’s stock options in 2018 were as follows:

December 30, 2018

(Shares in thousands) Options

Weighted

Average

Exercise

Price

Weighted

Average

Remaining

Contractual

Term

(Years)

Aggregate

Intrinsic

Value

$(000s)

Options outstanding at beginning of year 3,774 $ 15 2 $ 17,597

Exercised (2,327) 18

Forfeited/Expired (59) 20

Options outstanding at end of period

(1)

1,388 $ 9 2 $ 18,052

Options exercisable at end of period 1,388 $ 9 2 $ 18,052

(1)

All outstanding options are vested as of December 30, 2018.

The total intrinsic value for stock options exercised was $12.3 million in 2018, $7.0 million in 2017 and $0.7

million in 2016.

Restricted Stock Units

The 2010 Incentive Plan provides for grants of other stock-based awards, including restricted stock units.

Outstanding stock-settled restricted stock units have been granted with a stated vesting period up to 5 years.

Each restricted stock unit represents our obligation to deliver to the holder one share of Class A Common Stock upon

vesting. The fair value of stock-settled restricted stock units is the average market price on the grant date. Changes in

our Company’s stock-settled restricted stock units in 2018 were as follows:

December 30, 2018

(Shares in thousands)

Restricted

Stock

Units

Weighted

Average

Grant-Date

Fair Value

Unvested stock-settled restricted stock units at beginning of period 886 $ 15

Granted 319 25

Vested (510) 14

Forfeited (72) 18

Unvested stock-settled restricted stock units at end of period 623 $ 20

Unvested stock-settled restricted stock units expected to vest at end of period 587 $ 20

The intrinsic value of stock-settled restricted stock units vested was $12.4 million in 2018, $7.9 million in 2017

and $7.3 million in 2016.

Long-Term Incentive Compensation

The 2010 Incentive Plan provides for grants of cash and stock-settled awards to key executives payable at the

end of a multi-year performance period.

Cash-settled awards have been granted with three-year performance periods and are based on the achievement

of specified financial performance measures. Cash-settled awards have been classified as a liability in our

Consolidated Balance Sheets. There were payments of approximately $3 million in 2018, $3 million in 2017 and $4

million in 2016.

Stock-settled awards have been granted with three-year performance periods and are based on relative Total

Shareholder Return (“TSR”), which is calculated at stock appreciation plus deemed reinvested dividends, and another

performance measure. Stock-settled awards are payable in Class A Common Stock and are classified within equity.

P. 108 – THE NEW YORK TIMES COMPANY

The fair value of TSR awards is determined at the date of grant using a Monte Carlo simulation model. The fair value

of awards under the other performance measure is determined by the average market price on the grant date.

Unrecognized Compensation Expense

As of December 30, 2018, unrecognized compensation expense related to the unvested portion of our Stock-

Based Awards was approximately $13 million and is expected to be recognized over a weighted-average period of

1.45 years.

Reserved Shares

We generally issue shares for the exercise of stock options and vesting of stock-settled restricted stock units

from unissued reserved shares.

Shares of Class A Common Stock reserved for issuance were as follows:

(Shares in thousands)

December 30,

2018

December 31,

2017

Stock options, stock–settled restricted stock units and stock-settled performance

awards

Stock options and stock-settled restricted stock units 2,165 4,772

Stock-settled performance awards

(1)

2,009 2,559

Outstanding 4,174 7,331

Available 7,404 7,188

Employee Stock Purchase Plan

(2)

Available 6,410 6,410

401(k) Company stock match

(3)

Available 3,045 3,045

Total Outstanding 4,174 7,331

Total Available 16,859 16,643

(1)

The number of shares actually earned at the end of the multi-year performance period will vary, based on actual performance, from 0%

to 200% of the target number of performance awards granted. The maximum number of shares that could be issued is included in the

table above.

(2)

We have not had an offering under the Employee Stock Purchase Plan since 2010.

(3)

Effective 2014, we no longer offer a Company stock match under the Company’s 401(k) plan.

THE NEW YORK TIMES COMPANY – P. 109

17. Stockholders’ Equity

Shares of our Company’s Class A and Class B Common Stock are entitled to equal participation in the event of

liquidation and in dividend declarations. The Class B Common Stock is convertible at the holders’ option on a share-

for-share basis into Class A Common Stock. Upon conversion, the previously outstanding shares of Class B Common

Stock that were converted are automatically and immediately retired, resulting in a reduction of authorized Class B

Common Stock. As provided for in our Company’s Certificate of Incorporation, the Class A Common Stock has

limited voting rights, including the right to elect 30% of the Board of Directors, and the Class A and Class B Common

Stock have the right to vote together on the reservation of our Company shares for stock options and other stock-

based plans, on the ratification of the selection of a registered public accounting firm and, in certain circumstances, on

acquisitions of the stock or assets of other companies. Otherwise, except as provided by the laws of the State of New

York, all voting power is vested solely and exclusively in the holders of the Class B Common Stock.

There were 803,408 shares as of December 30, 2018, and 803,763 as of December 31, 2017, of Class B Common

Stock issued and outstanding that may be converted into shares of Class A Common Stock.

The Adolph Ochs family trust holds approximately 90% of the Class B Common Stock and, as a result, 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.

In early 2015, the Board of Directors authorized up to $101.1 million of repurchases of shares of the Company’s

Class A common stock. As of December 30, 2018, repurchases under this authorization totaled $84.9 million

(excluding commissions) and $16.2 million remained under this authorization. Our Board of Directors has authorized

us to purchase shares from time to time, subject to market conditions and other factors. There is no expiration date

with respect to this authorization.

We may issue preferred stock in one or more series. The Board of Directors is authorized to set the

distinguishing characteristics of each series of preferred stock prior to issuance, including the granting of limited or

full voting rights; however, the consideration received must be at least $100 per share. No shares of preferred stock

were issued or outstanding as of December 30, 2018.

The following table summarizes the changes in AOCI by component as of December 30, 2018:

(In thousands)

Foreign Currency

Translation

Adjustments

Funded Status of

Benefit Plans

Net unrealized

loss on available-

for-sale Securities

Total

Accumulated

Other

Comprehensive

Loss

Balance as of December 31, 2017 $ 6,328 $ (427,819) $ (1,538) $ (423,029)

Other comprehensive (loss) before reclassifications,

before tax

(1)

(4,368) (25,060) (300) (29,728)

Amounts reclassified from accumulated other

comprehensive loss, before tax

(1)

— 28,970 — 28,970

Income tax (benefit)/expense

(1)

(1,141) 1,021 (78) (198)

Net current-period other comprehensive (loss)/income,

net of tax

(3,227) 2,889 (222) (560)

AOCI reclassification to retained earnings

(2)

1,576 (95,378) (333) (94,135)

Balance as of December 30, 2018 $ 4,677 $ (520,308) $ (2,093) $ (517,724)

(1)

All amounts are shown net of noncontrolling interest.

(2)

As a result of adopting ASU 2018-02 in the first quarter of 2018, stranded tax effects of $94.1 million were reclassified from AOCI to “Retained

earnings.” See Note 2 for more information.

P. 110 – THE NEW YORK TIMES COMPANY

The following table summarizes the reclassifications from AOCI for the period ended December 30, 2018:

(In thousands)

Detail about accumulated other comprehensive loss

components

Amounts reclassified

from accumulated

other comprehensive

loss

Affect line item in the statement

where net income is presented

Funded status of benefit plans:

Amortization of prior service credit

(1)

$ (8,102)

Other components of net periodic

benefit costs

Amortization of actuarial loss

(1)

36,651

Other components of net periodic

benefit costs

Pension settlement charge 421

Other components of net periodic

benefit costs

Total reclassification, before tax

(2)

28,970

Income tax expense 7,661 Income tax expense

Total reclassification, net of tax $ 21,309

(1)

These accumulated other comprehensive income components are included in the computation of net periodic benefit cost for pension

and other retirement benefits. See Notes 10 and 11 for additional information.

(2)

There were no reclassifications relating to noncontrolling interest for the year ended December 30, 2018.

18. Segment Information

The Company identifies a business as an operating segment if: i) it engages in business activities from which

it may earn revenues and incur expenses; ii) its operating results are regularly reviewed by the Chief Operating

Decision Maker (who is the Company’s President and Chief Executive Officer) to make decisions about resources to

be allocated to the segment and assess its performance; and iii) it has available discrete financial information. The

Company has determined that it has one reportable segment. Therefore, all required segment information can be

found in the Consolidated Financial Statements.

19. Commitments and Contingent Liabilities

Operating Leases

Operating lease commitments are primarily for office space and equipment. Certain office space leases provide

for rent adjustments relating to changes in real estate taxes and other operating costs.

Rental expense was approximately $14 million in 2018, $19 million in 2017, and $16 million in 2016. The

decrease in rental expense in 2018 is a result of fewer costs incurred due to the wind down of the headquarters

redesign and consolidation. The increase in rental expense in 2017 is related to additional costs incurred due to the

headquarter redesign and consolidation. The approximate minimum rental commitments as of December 30, 2018

were as follows:

(In thousands) Amount

2019 $ 7,650

2020 6,829

2021 6,106

2022 5,869

2023 5,428

Later years 18,110

Total minimum lease payments $ 49,992

THE NEW YORK TIMES COMPANY – P. 111

Capital Leases

Future minimum lease payments for all capital leases, and the present value of the minimum lease payments as

of December 30, 2018, were as follows:

(In thousands) Amount

2019 $ 7,245

2020 —

2021 —

2022 —

2023 —

Later years —

Total minimum lease payments 7,245

Less: imputed interest (413)

Present value of net minimum lease payments including current maturities $ 6,832

Restricted Cash

We were required to maintain $18.3 million of restricted cash as of December 30, 2018, and $18.0 million as of

December 31, 2017, the majority of which is set aside to collateralize workers’ compensation obligations.

Newspaper and Mail Deliverers – Publishers’ Pension Fund

In September 2013, the Newspaper and Mail Deliverers-Publishers’ Pension Fund (the “NMDU Fund”)

assessed a partial withdrawal liability against the Company in the gross amount of approximately $26 million for the

plan years ending May 31, 2012, and 2013 (the “Initial Assessment”), an amount that was increased to a gross amount

of approximately $34 million in December 2014, when the NMDU Fund issued a revised partial withdrawal liability

assessment for the plan year ending May 31, 2013 (the “Revised Assessment”). The NMDU Fund claimed that when

City & Suburban Delivery Systems, Inc., a retail and newsstand distribution subsidiary of the Company and the

largest contributor to the NMDU Fund, ceased operations in 2009, it triggered a decline of more than 70% in

contribution base units in each of these two plan years.

The Company disagreed with both the NMDU Fund’s determination that a partial withdrawal occurred and

the methodology by which it calculated the withdrawal liability, and the parties engaged in arbitration proceedings to

resolve the matter. In July 2017, the arbitrator issued a final award and opinion that supported the NMDU Fund’s

determination that a partial withdrawal had occurred, and concluded that the methodology used to calculate the

Initial Assessment was correct. However, the arbitrator also concluded that the NMDU Fund’s calculation of the

Revised Assessment was incorrect. Both the Company and NMDU Fund challenged the arbitrator’s final award and

opinion in federal district court. In March 2018, the court determined that a partial withdrawal had occurred, but

supported the Company’s position that the NMDU Fund’s calculation of the withdrawal liability was improper. The

Company has appealed the court’s decision with respect to the determination that a partial withdrawal had occurred,

and the NMDU Fund has appealed the court’s decision with respect to the calculation of the withdrawal liability.

Due to requirements of the Employee Retirement Income Security Act of 1974 that sponsors make payments

demanded by plans during arbitration and any resultant appeals, the Company had been making payments to the

NMDU Fund since September 2013 relating to the Initial Assessment and February 2015 relating to the Revised

Assessment based on the NMDU Fund’s demand. As a result, as of December 30, 2018, we have paid $18.9 million

relating to the Initial Assessment since the receipt of the initial demand letter. We also paid approximately $5 million

related to the Revised Assessment, which was refunded in July 2016 based on the arbitrator’s ruling. The Company

recognized $0.3 million and $0.4 million of expense for the fiscal year ended December 30, 2018, and December 31,

2017, respectively. The Company recognized $10.7 million of expense (inclusive of a special item of $6.7 million) for

the fiscal year ended December 25, 2016. The Company had a liability of $3.2 million as of December 30, 2018, related

P. 112 – THE NEW YORK TIMES COMPANY

to this matter. Management believes it is reasonably possible that the total loss in this matter could exceed the liability

established by a range of zero to approximately $11 million.

NEMG T&G, Inc.

The Company was involved in class action litigation brought on behalf of individuals who, from 2006 to 2011,

delivered newspapers at NEMG T&G, Inc., a subsidiary of the Company (“T&G”). T&G was a part of the New

England Media Group, which the Company sold in 2013. The plaintiffs asserted several claims against T&G,

including a challenge to their classification as independent contractors, and sought unspecified damages. In

December 2016, the Company reached a settlement with respect to the claims, which was approved by the court in

May 2017. As a result of the settlement, the Company recorded charges of $0.7 million ($0.4 million after tax) and $3.7

million ($2.3 million after tax) for the fiscal years ended December 31, 2017 and December 25, 2016, respectively,

within discontinued operations.

Other

We are involved in various legal actions incidental to our business that are now pending against us. These

actions are generally for amounts greatly in excess of the payments, if any, that may be required to be made. 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.

Letter of Credit Commitments

We have issued letters of credit totaling $48.8 million and $56.0 million as of December 30, 2018, and

December 31, 2017, respectively, in connection with the leasing of floors in our headquarters building. The letters of

credit will expire by 2020. Approximately $54 million and $63 million of marketable securities were reserved as

collateral for the letters of credit, as of December 30, 2018, and December 31, 2017, respectively.

20. Subsequent Event

Quarterly Dividend

In February 2019, our Board of Directors approved a dividend of $0.05 per share on our Class A and Class B

common stock. The dividend is payable on April 18, 2019, to all stockholders of record as of the close of business on

April 3, 2019. Our Board of Directors will continue to evaluate the appropriate dividend level on an ongoing basis in

light of our earnings, capital requirements, financial condition and other relevant factors.

THE NEW YORK TIMES COMPANY – P. 113

SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS

For the Years Ended December 30, 2018, December 31, 2017, and December 25, 2016:

(In thousands)

Balance at

beginning

of period

Additions

charged to

operating

costs and

other Deductions

(1)

Balance at

end of period

Accounts receivable allowances:

Year ended December 30, 2018 $ 14,542 $ 11,830 $ 13,123 $ 13,249

Year ended December 31, 2017 $ 16,815 $ 11,747 $ 14,020 $ 14,542

Year ended December 25, 2016 $ 13,485 $ 17,154 $ 13,824 $ 16,815

Valuation allowance for deferred tax assets:

Year ended December 30, 2018 $ — $ — $ — $ —

Year ended December 31, 2017 $ — $ — $ — $ —

Year ended December 25, 2016 $ 36,204 $ — $ 36,204 $ —

(1)

Includes write-offs, net of recoveries.

P. 114 – THE NEW YORK TIMES COMPANY

QUARTERLY INFORMATION (UNAUDITED)

Quarterly financial information for each quarter in the years ended December 30, 2018, and December 31,

2017 is included in the following tables. See Note 14 of the Notes to the Consolidated Financial Statements for

additional information regarding discontinued operations.

Earnings/(loss) per share amounts for the quarters do not necessarily equal the respective year-end amounts

for earnings or loss per share due to the weighted-average number of shares outstanding used in the computations for

the respective periods. Earnings/(loss) per share amounts for the respective quarters and years have been computed

using the average number of common shares outstanding.

One of our largest sources of revenue is advertising. Our business has historically experienced higher

advertising volume in the fourth quarter than the remaining quarters because of holiday advertising.

2018 Quarters

(In thousands, except per share data)

April 1,

2018

July 1,

2018

September 30,

2018

December 30,

2018

Full Year

(13 weeks) (13 weeks) (13 weeks) (13 weeks) (52 weeks)

Revenues $ 413,948 $ 414,560 $ 417,346 $ 502,744 $ 1,748,598

Operating costs 378,005 373,306 380,754 426,713 1,558,778

Headquarters redesign and consolidation

(1)

1,888 1,252 — 1,364 4,504

Multiemployer pension and other contractual gain

(2)

— — (4,851) — (4,851)

Operating profit 34,055 40,002 41,443 74,667 190,167

Other components of net periodic benefit costs 2,028 1,863 2,335 2,048 8,274

Gain/(loss) from joint ventures 15 (8) (16) 10,773 10,764

Interest expense and other, net 4,877 4,536 4,026 3,127 16,566

Income from continuing operations before income

taxes

27,165 33,595 35,066 80,265 176,091

Income tax expense

5,251 9,999 10,092 23,289 48,631

Net income 21,914 23,596 24,974 56,976 127,460

Net (income)/loss attributable to the noncontrolling

interest

(2) 1 2 (1,777) (1,776)

Net income attributable to The New York Times

Company common stockholders

$ 21,912 $ 23,597 $ 24,976 $ 55,199 $ 125,684

Amounts attributable to The New York Times

Company common stockholders:

Income from continuing operations $ 21,912 $ 23,597 $ 24,976 $ 55,199 $ 125,684

Net income $ 21,912 $ 23,597 $ 24,976 $ 55,199 $ 125,684

Average number of common shares outstanding:

Basic 164,094 165,027 165,064 165,154 164,845

Diluted 166,237 166,899 166,966 167,249 166,939

Basic earnings per share attributable to The New

York Times Company common stockholders:

Net income $ 0.13 $ 0.14 $ 0.15 $ 0.33 $ 0.76

Diluted earnings per share attributable to The New

York Times Company common stockholders:

Net income $ 0.13 $ 0.14 $ 0.15 $ 0.33 $ 0.75

Dividends declared per share $ 0.04 $ 0.04 $ 0.04 $ 0.04 $ 0.16

(1)

We recognized expenses related to the redesign and consolidation of space in our headquarters building.

(2)

In the third quarter of 2018, the Company recorded a $4.9 million gain from a multiemployer pension plan liability adjustment.

THE NEW YORK TIMES COMPANY – P. 115

2017 Quarters

(In thousands, except per share data)

March 26,

2017

June 25,

2017

September 24,

2017

December 31,

2017 Full Year

(13 weeks) (13 weeks) (13 weeks) (14 weeks) (53 weeks)

Revenues $ 398,804 $ 407,074 $ 385,635 $ 484,126 $ 1,675,639

Operating costs

(1)

368,587 378,613 351,273 394,805 1,493,278

Headquarters redesign and consolidation

(2)

2,402 1,985 2,542 3,161 10,090

Multiemployer pension and other contractual gains

(3)

— — — (4,320) (4,320)

Operating profit

(1)

27,815 26,476 31,820 90,480 176,591

Other components of net periodic benefit (income)/

costs

(1)

(1,194) (1,193) (1,193) 67,805 64,225

Gain/(loss) from joint ventures 173 (266) 31,557 (12,823) 18,641

Interest expense and other, net 5,325 5,133 4,660 4,665 19,783

Income from continuing operations before income

taxes 23,857 22,270 59,910 5,187 111,224

Income tax expense

(4)

10,742 6,711 23,420 63,083 103,956

Income/(loss) from continuing operations 13,115 15,559 36,490 (57,896) 7,268

(Loss)/income from discontinued operations, net of

income taxes

— — (488) 57 (431)

Net income/(loss) 13,115 15,559 36,002 (57,839) 6,837

Net income attributable to the noncontrolling interest 66 40 (3,673) 1,026 (2,541)

Net income/(loss) attributable to The New York

Times Company common stockholders $ 13,181 $ 15,599 $ 32,329 $ (56,813) $ 4,296

Amounts attributable to The New York Times

Company common stockholders:

Income/(loss) from continuing operations $ 13,181 $ 15,599 $ 32,817 $ (56,870) $ 4,727

(Loss)/income from discontinued operations, net

of income taxes — — (488) 57 (431)

Net income/(loss) $ 13,181 $ 15,599 $ 32,329 $ (56,813) $ 4,296

Average number of common shares outstanding:

Basic 161,402 161,787 162,173 162,311 161,926

Diluted 162,592 163,808 164,405 162,311 164,263

Basic earnings/(loss) per share attributable to The

New York Times Company common stockholders:

Income/(loss) from continuing operations $ 0.08 $ 0.10 $ 0.20 $ (0.35) $ 0.03

(Loss)/income from discontinued operations, net

of income taxes — — — — —

Net income/(loss) $ 0.08 $ 0.10 $ 0.20 $ (0.35) $ 0.03

Diluted earnings/(loss) per share attributable to The

New York Times Company common stockholders:

Income/(loss) from continuing operations $ 0.08 $ 0.09 $ 0.20 $ (0.35) $ 0.03

(Loss)/income from discontinued operations, net

of income taxes — — — — —

Net income/(loss) $ 0.08 $ 0.09 $ 0.20 $ (0.35) $ 0.03

Dividends declared per share $ 0.04 $ — $ 0.08 $ 0.04 $ 0.16

(1)

As a result of the adoption of ASU 2017-07 during the first quarter of 2018, the service cost component of net periodic benefit costs/(income)

from our pension and other postretirement benefits plans will continue to be presented within operating costs, while the other components of

net periodic benefits costs/(income) such as interest cost, amortization of prior service credit and gains or losses from our pension and other

postretirement benefits plans will be separately presented outside of “Operating costs” in the new line item “Other components of net periodic

benefits costs/(income)”. The Company has recast the Consolidated Statement of Operations for the first, second, third and fourth quarter of 2017

to conform with the current period presentation.

(2)

We recognized expenses related to the redesign and consolidation of space in our headquarters building.

(3)

In the fourth quarter of 2017, the Company recorded a gain of $4.3 million in connection with the settlement of contractual funding obligation.

(4)

We recorded a $68.7 million charge in the fourth quarter of 2017 primarily attributable to the remeasurement of our net deferred tax assets

required as a result of tax legislation.

P. 116 – THE NEW YORK TIMES COMPANY

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND

FINANCIAL DISCLOSURE

Not applicable.

ITEM 9A. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Our management, with the participation of our principal executive officer and our principal financial officer,

evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of

the Securities Exchange Act of 1934) as of December 30, 2018. Based upon such evaluation, our principal executive

officer and principal financial officer concluded that our disclosure controls and procedures were effective to ensure

that the information required to be disclosed by us in the reports that we file or submit under the Securities Exchange

Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and

forms, and is accumulated and communicated to our management, including our principal executive officer and

principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Management’s report on internal control over financial reporting and the attestation report of our independent

registered public accounting firm on our internal control over financial reporting are set forth in Item 8 of this Annual

Report on Form 10-K and are incorporated by reference herein.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There were no changes in our internal control over financial reporting during the quarter ended December 30,

2018, that have materially affected, or are reasonably likely to materially affect, our internal control over financial

reporting.

ITEM 9B. OTHER INFORMATION

Not applicable.

THE NEW YORK TIMES COMPANY – P. 117

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

In addition to the information set forth under the caption “Executive Officers of the Registrant” in Part I of this

Annual Report on Form 10-K, the information required by this item is incorporated by reference to the sections titled

“Section 16(a) Beneficial Ownership Reporting Compliance,” “Proposal Number 1 — Election of Directors,” “Interests

of Related Persons in Certain Transactions of the Company,” “Board of Directors and Corporate Governance,”

beginning with the section titled “Independence of Directors,” but only up to and including the section titled “Board

Committees and Audit Committee Financial Experts,” “Board Committees” and “Nominating & Governance

Committee” of our Proxy Statement for the 2019 Annual Meeting of Stockholders.

The Board of Directors has adopted a code of ethics that applies to the principal executive officer, principal

financial officer and principal accounting officer. The current version of such code of ethics can be found on the

Corporate Governance section of our website at http://investors.nytco.com/investors/corporate-governance. We

intend to post any amendments to or waivers from the code of ethics that apply to our principal executive officer,

principal financial officer or principal accounting officer on our website.

ITEM 11. EXECUTIVE COMPENSATION

The information required by this item is incorporated by reference to the sections titled “Compensation

Committee,” “Directors’ Compensation,” “Directors’ and Officers’ Liability Insurance” and “Compensation of

Executive Officers” of our Proxy Statement for the 2019 Annual Meeting of Stockholders.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND

RELATED STOCKHOLDER MATTERS

The information required by this item is incorporated by reference to the sections titled “Principal Holders of

Common Stock,” “Security Ownership of Management and Directors” and “The 1997 Trust” of our Proxy Statement

for the 2019 Annual Meeting of Stockholders.

P. 118 – THE NEW YORK TIMES COMPANY

Equity Compensation Plan Information

The following table presents information regarding our existing equity compensation plans as of December 30,

2018.

Plan category

Number of securities

to be issued upon

exercise of

outstanding options,

warrants and rights

(a)

Weighted average

exercise price of

outstanding options,

warrants and rights

(b)

Number of securities

remaining

available for future

issuance under equity

compensation plans

(excluding securities

reflected in column (a))

(c)

Equity compensation plans approved by security

holders

Stock-based awards 4,174,009

(1)

$ 9.40

(2)

7,404,447

(3)

Employee Stock Purchase Plan — — 6,409,741

(4)

Total 4,174,009 — 13,814,188

Equity compensation plans not approved by security

holders None None None

(1)

Includes (i) 1,388,288 shares of Class A stock to be issued upon the exercise of outstanding stock options granted under the 1991 Incentive

Plan, the 2010 Incentive Plan, and the 2004 Non-Employee Directors’ Stock Incentive Plan, at a weighted-average exercise price of $9.40 per

share, and with a weighted-average remaining term of 2 years; (ii) 623,051 shares of Class A stock issuable upon the vesting of outstanding

stock-settled restricted stock units granted under the 2010 Incentive Plan; (iii) 153,503 shares of Class A stock related to vested stock-settled

restricted stock units granted under the 2010 Incentive Plan issuable to non-employee directors upon retirement from the Board; and (iv)

2,009,167, shares of Class A stock that would be issuable at maximum performance pursuant to outstanding stock-settled performance

awards under the 2010 Incentive Plan. Under the terms of the performance awards, shares of Class A stock are to be issued at the end of

three-year performance cycles based on the Company’s achievement against specified performance targets. The shares included in the table

represent the maximum number of shares that would be issued under the outstanding performance awards; assuming target performance,

the number of shares that would be issued under the outstanding performance awards is 1,004,584.

(2)

Excludes shares of Class A stock issuable upon vesting of stock-settled restricted stock units and shares issuable pursuant to stock-settled

performance awards.

(3)

Includes shares of Class A stock available for future stock options to be granted under the 2010 Incentive Plan. As of December 30, 2018, the

2010 Incentive Plan had 7,404,447 shares of Class A stock remaining available for issuance upon the grant, exercise or other settlement of

stock-based awards. Stock options granted under the 2010 Incentive Plan must provide for an exercise price of 100% of the fair market value

(as defined in the 2010 Incentive Plan) on the date of grant. The 2004 Non-Employee Directors’ Stock Incentive Plan terminated on April 30,

2014.

(4)

Includes shares of Class A stock available for future issuance under the Company’s Employee Stock Purchase Plan (“ESPP”). We have not

had an offering under the ESPP since 2010.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR

INDEPENDENCE

The information required by this item is incorporated by reference to the sections titled “Interests of Related

Persons in Certain Transactions of the Company,” “Board of Directors and Corporate Governance — Independence of

Directors” and “Board of Directors and Corporate Governance — Board Committees and Audit Committee Financial

Experts” of our Proxy Statement for the 2019 Annual Meeting of Stockholders.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this item is incorporated by reference to the section titled “Proposal Number 3 —

Selection of Auditors,” beginning with the section titled “Audit Committee’s Pre-Approval Policies and Procedures,”

but only up to and not including the section titled “Recommendation and Vote Required” of our Proxy Statement for

the 2019 Annual Meeting of Stockholders.

THE NEW YORK TIMES COMPANY – P. 119

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(A) DOCUMENTS FILED AS PART OF THIS REPORT

(1) Financial Statements

As listed in the index to financial information in “Item 8 — Financial Statements and Supplementary Data.”

(2) Supplemental Schedules

The following additional consolidated financial information is filed as part of this Annual Report on Form 10-K

and should be read in conjunction with the Consolidated Financial Statements set forth in “Item 8 — Financial

Statements and Supplementary Data.” Schedules not included with this additional consolidated financial information

have been omitted either because they are not applicable or because the required information is shown in the

Consolidated Financial Statements.

Page

Consolidated Schedule for the Three Years Ended December 30, 2018

II – Valuation and Qualifying Accounts

Separate financial statements of associated companies accounted for by the equity method are omitted in

accordance with permission granted by the Securities and Exchange Commission pursuant to Rule 3-13 of Regulation

S-X.

(3) Exhibits

The exhibits listed in the accompanying index are filed as part of this report.

113

P. 120 – THE NEW YORK TIMES COMPANY

INDEX TO EXHIBITS

Exhibit numbers 10.18 through 10.26 are management contracts or compensatory plans or arrangements.

Exhibit

Number

Description of Exhibit

(3.1) Certificate of Incorporation as amended and restated to reflect amendments effective July 1, 2007 (filed as an Exhibit

to the Company’s Form 10-Q dated August 9, 2007, and incorporated by reference herein).

(3.2) By-laws as amended effective January 1, 2018 (filed as an Exhibit to the Company’s Form 8-K dated December 14,

2017, and incorporated by reference herein).

(4) The Company agrees to furnish to the Commission upon request a copy of any instrument with respect to long-

term debt of the Company and any subsidiary for which consolidated or unconsolidated financial statements are

required to be filed, and for which the amount of securities authorized thereunder does not exceed 10% of the total

assets of the Company and its subsidiaries on a consolidated basis.

(4.1) Securities Purchase Agreement, dated January 19, 2009, among the Company, Inmobiliaria Carso, S.A. de C.V. and

Banco Inbursa S.A., Institución de Banca Múltiple, Grupo Financiero Inbursa (including forms of notes, warrants

and registration rights agreement) (filed as an Exhibit to the Company’s Form 8-K dated January 21, 2009, and

incorporated by reference herein).

(10.1) Agreement of Lease, dated as of December 15, 1993, between The City of New York, as landlord, and the Company,

as tenant (as successor to New York City Economic Development Corporation (the “EDC”), pursuant to an

Assignment and Assumption of Lease With Consent, made as of December 15, 1993, between the EDC, as Assignor,

to the Company, as Assignee) (filed as an Exhibit to the Company’s Form 10-K dated March 21, 1994, and

incorporated by reference herein).

(10.2)

Funding Agreement #4, dated as of December 15, 1993, between the EDC and the Company (filed as an Exhibit to

the Company’s Form 10-K dated March 21, 1994, and incorporated by reference herein).

(10.3) New York City Public Utility Service Power Service Agreement, dated as of May 3, 1993, between The City of New

York, acting by and through its Public Utility Service, and The New York Times Newspaper Division of the Company

(filed as an Exhibit to the Company’s Form 10-K dated March 21, 1994, and incorporated by reference herein).

(10.4)

Letter Agreement, dated as of April 8, 2004, amending Agreement of Lease, between the 42nd St. Development

Project, Inc., as landlord, and The New York Times Building LLC, as tenant (filed as an Exhibit to the Company’s

Form 10-Q dated November 3, 2006, and incorporated by reference herein).

(10.5) Agreement of Sublease, dated as of December 12, 2001, between The New York Times Building LLC, as landlord,

and NYT Real Estate Company LLC, as tenant (filed as an Exhibit to the Company’s Form 10-Q dated November

3, 2006, and incorporated by reference herein).

(10.6) First Amendment to Agreement of Sublease, dated as of August 15, 2006, between 42nd St. Development Project,

Inc., as landlord, and NYT Real Estate Company LLC, as tenant (filed as an Exhibit to the Company’s Form 10-Q

dated November 3, 2006, and incorporated by reference herein).

(10.7) Second Amendment to Agreement of Sublease, dated as of January 29, 2007, between 42nd St. Development Project,

Inc., as landlord, and NYT Real Estate Company LLC, as tenant (filed as an Exhibit to the Company’s Form 8-K

dated February 1, 2007, and incorporated by reference herein).

(10.8) Third Amendment to Agreement of Sublease (NYT), dated as of March 6, 2009, between 42nd St. Development

Project, Inc., as landlord, and NYT Real Estate Company LLC, as tenant (filed as an Exhibit to the Company’s Form

8-K dated March 9, 2009, and incorporated by reference herein).

(10.9) Fourth Amendment to Agreement of Sublease (NYT), dated as of March 6, 2009, between 42nd St. Development

Project, Inc., as landlord, and 620 Eighth NYT (NY) Limited Partnership, as tenant (filed as an Exhibit to the

Company’s Form 8-K dated March 9, 2009, and incorporated by reference herein).

(10.10) Fifth Amendment to Agreement of Sublease (NYT), dated as of August 31, 2009, between 42nd St. Development

Project, Inc., as landlord, and 620 Eighth NYT (NY) Limited Partnership, as tenant (filed as an Exhibit to the

Company’s Form 10-Q dated November 4, 2009, and incorporated by reference herein).

(10.11) Agreement of Sublease (NYT-2), dated as of March 6, 2009, between 42nd St. Development Project, Inc., as landlord,

and NYT Real Estate Company LLC, as tenant (filed as an Exhibit to the Company’s Form 8-K dated March 9, 2009,

and incorporated by reference herein).

(10.12) First Amendment to Agreement of Sublease (NYT-2), dated as of March 6, 2009, between 42nd St. Development

Project, Inc., as landlord, and NYT Building Leasing Company LLC, as tenant (filed as an Exhibit to the Company’s

Form 8-K dated March 9, 2009, and incorporated by reference herein).

(10.13) Agreement of Purchase and Sale, dated as of March 6, 2009, between NYT Real Estate Company LLC, as seller, and

620 Eighth NYT (NY) Limited Partnership, as buyer (filed as an Exhibit to the Company’s Form 8-K dated March

9, 2009, and incorporated by reference herein).

(10.14) Lease Agreement, dated as of March 6, 2009, between 620 Eighth NYT (NY) Limited Partnership, as landlord, and

NYT Real Estate Company LLC, as tenant (filed as an Exhibit to the Company’s Form 8-K dated March 9, 2009,

and incorporated by reference herein).

THE NEW YORK TIMES COMPANY – P. 121

Exhibit

Number

Description of Exhibit

(10.15) First Amendment to Lease Agreement, dated as of August 31, 2009, 620 Eighth NYT (NY) Limited Partnership, as

landlord, and NYT Real Estate Company LLC, as tenant (filed as an Exhibit to the Company’s Form 10-Q dated

November 4, 2009, and incorporated by reference herein).

(10.16)* Letter Agreement, dated as of October 18, 2017, between the Company and Massachusetts Mutual Life Insurance

Company (filed as an Exhibit to the Company’s Form 10-K dated February 27, 2018, and incorporated by reference

herein).

(10.17)* Letter Agreement, dated as of October 18, 2017, between the Company and Massachusetts Mutual Life Insurance

Company (filed as an Exhibit to the Company’s Form 10-K dated February 27, 2018, and incorporated by reference

herein).

(10.18) The Company’s 2010 Incentive Compensation Plan, as amended and restated effective April 30, 2014 (filed as an

exhibit to the Company’s Form 8-K dated April 30, 2014, and incorporated by reference herein).

(10.19) Form of Restricted Stock Unit Award Agreement under the Company’s 2010 Incentive Compensation Plan (filed

as an Exhibit to the Company’s Form 10-K dated February 22, 2017, and incorporated by reference herein).

(10.20) The Company’s 1991 Executive Stock Incentive Plan, as amended and restated through October 11, 2007 (filed as

an Exhibit to the Company’s Form 8-K dated October 12, 2007, and incorporated by reference herein).

(10.21) The Company’s Supplemental Executive Retirement Plan, as amended and restated effective January 1, 2015 (filed

as an Exhibit to the Company’s Form 10-Q dated November 4, 2015, and incorporated by reference herein).

(10.22) The Company’s Deferred Executive Compensation Plan, as amended and restated effective January 1, 2015 (filed

as an Exhibit to the Company’s Form 10-Q dated November 4, 2015, and incorporated by reference herein).

(10.23) The Company’s 2004 Non-Employee Directors’ Stock Incentive Plan, effective April 13, 2004 (filed as an Exhibit to

the Company’s Form 10-Q dated May 5, 2004, and incorporated by reference herein).

(10.24) The Company’s Non-Employee Directors Deferral Plan, as amended through October 11, 2007 (filed as an Exhibit

to the Company’s Form 8-K dated October 12, 2007, and incorporated by reference herein).

(10.25) The Company’s Savings Restoration Plan, amended and restated effective February 19, 2015 (filed as an Exhibit to

the Company’s Form 10-Q filed November 4, 2015, and incorporated by reference herein).

(10.26) The Company’s Supplemental Executive Savings Plan, amended and restated effective February 19, 2015 (filed as

an Exhibit to the Company’s Form 10-Q filed November 4, 2015, and incorporated by reference herein).

(21) Subsidiaries of the Company.

(23.1) Consent of Ernst & Young LLP.

(24) Power of Attorney (included as part of signature page).

(31.1) Rule 13a-14(a)/15d-14(a) Certification.

(31.2) Rule 13a-14(a)/15d-14(a) Certification.

(32.1) Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of

2002.

(32.2) Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of

2002.

(101.INS) XBRL Instance Document.

(101.SCH) XBRL Taxonomy Extension Schema Document.

(101.CAL) XBRL Taxonomy Extension Calculation Linkbase Document.

(101.DEF) XBRL Taxonomy Extension Definition Linkbase Document.

(101.LAB) XBRL Taxonomy Extension Label Linkbase Document.

(101.PRE) XBRL Taxonomy Extension Presentation Linkbase Document.

* Portions of this exhibit (indicated by asterisks) have been omitted and are subject to a confidential treatment order granted by the SEC pursuant

to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

ITEM 16. FORM 10-K SUMMARY

None.

P. 122 – THE NEW YORK TIMES COMPANY

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly

caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: February 26, 2019

THE NEW YORK TIMES COMPANY

(Registrant)

BY: /s/ Roland A. Caputo

Roland A. Caputo

Executive Vice President and Chief Financial Officer

We, the undersigned directors and officers of The New York Times Company, hereby severally constitute Diane

Brayton and Roland A. Caputo, and each of them singly, our true and lawful attorneys with full power to them and

each of them to sign for us, in our names in the capacities indicated below, any and all amendments to this Annual

Report on Form 10-K filed with the Securities and Exchange Commission.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the

following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature Title Date

/s/ Mark Thompson Chief Executive Officer, President and Director

(principal executive officer)

February 26, 2019

/s/ Roland A. Caputo Executive Vice President and Chief Financial Officer

(principal financial officer)

February 26, 2019

/s/ R. Anthony Benten Senior Vice President, Treasurer and Corporate Controller

(principal accounting officer)

February 26, 2019

/s/ A.G. Sulzberger Publisher and Director February 26, 2019

/s/ Arthur Sulzberger, Jr. Chairman of the Board February 26, 2019

/s/ Amanpal S. Bhutani Director February 26, 2019

/s/ Robert E. Denham Director February 26, 2019

/s/ Rachel Glaser Director February 26, 2019

/s/ Hays N. Golden Director February 26, 2019

/s/ Steven B. Green Director February 26, 2019

/s/ Joichi Ito Director February 26, 2019

/s/ James A. Kohlberg Director February 26, 2019

/s/ Brian P. McAndrews Director February 26, 2019

/s/ John W. Rogers, Jr. Director February 26, 2019

/s/ Doreen Toben Director February 26, 2019

/s/ Rebecca Van Dyck Director February 26, 2019

EXHIBIT 21

Our Subsidiaries*

Name of Subsidiary

Jurisdiction of

Incorporation or

Organization

The New York Times Company New York

Fake Love LLC Delaware

Hello Society, LLC Delaware

Madison Paper Industries (partnership) (40%) Maine

New York Times Canada Ltd. Canada

New York Times Digital LLC Delaware

Northern SC Paper Corporation (80%) Delaware

NYT Administradora de Bens e Servicos Ltda. Brazil

NYT Building Leasing Company LLC New York

NYT Capital, LLC Delaware

Midtown Insurance Company New York

NYT Shared Service Center, Inc. Delaware

International Media Concepts, Inc. Delaware

The New York Times Distribution Corporation Delaware

The New York Times Sales Company Massachusetts

The New York Times Syndication Sales Corporation Delaware

NYT Group Services, LLC Delaware

NYT International LLC Delaware

New York Times Limited United Kingdom

New York Times (Zürich) GmbH Switzerland

NYT B.V. Netherlands

NYT France S.A.S. France

International Herald Tribune U.S. Inc. New York

New York Times France-Kathimerini Commercial S.A. (50%) Greece

The Herald Tribune - Ha’aretz Partnership (50%) Israel

NYT Germany GmbH Germany

NYT Hong Kong Limited Hong Kong

Beijing Shixun Zhihua Consulting Co. LTD.

People’s Republic of

China

NYT Japan GK Japan

NYT Singapore PTE. LTD. Singapore

NYT News Bureau (India) Private Limited India

NYT Real Estate Company LLC New York

The New York Times Building LLC (58%) New York

Rome Bureau S.r.l. Italy

The New York Times Company Pty Limited Australia

Wirecutter, Inc. Delaware

* 100% owned unless otherwise indicated.

EXHIBIT 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in Registration Statements No. 333-43369, No. 333-43371, No.

333-37331, No. 333-09447, No. 33-31538, No. 33-43210, No. 33-43211, No. 33-50465, No. 33-50467, No. 33-56219, No.

333-49722, No. 333-70280, No. 333-102041, No. 333-114767, No. 333-166426 and No. 333-195731 on Form S-8, and

Registration Statement No. 333-216182 on Form S-3 of The New York Times Company of our reports

dated February 26, 2019 with respect to the consolidated financial statements and schedule of The New York Times

Company and the effectiveness of internal control over financial reporting of The New York Times Company,

included in this Annual Report (Form 10-K) for the fiscal year ended December 30, 2018.

/s/ Ernst & Young LLP

New York, New York

February 26, 2019

EXHIBIT 31.1

Rule 13a-14(a)/15d-14(a) Certification

I, Mark Thompson, certify that:

1. I have reviewed this Annual Report on Form 10-K of The New York Times Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a

material fact necessary to make the statements made, in light of the circumstances under which such statements

were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly

present in all material respects the financial condition, results of operations and cash flows of the registrant as of,

and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls

and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial

reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be

designed under our supervision, to ensure that material information relating to the registrant, including its

consolidated subsidiaries, is made known to us by others within those entities, particularly during the

period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial

reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability

of financial reporting and the preparation of financial statements for external purposes in accordance with

generally accepted accounting principles;

report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of

the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred

during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an

annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s

internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal

control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of

directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over

financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process,

summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant

role in the registrant’s internal control over financial reporting.

Date: February 26, 2019

/s/ MARK THOMPSON

Mark Thompson

Chief Executive Officer

EXHIBIT 31.2

Rule 13a-14(a)/15d-14(a) Certification

I, Roland A. Caputo, certify that:

1. I have reviewed this Annual Report on Form 10-K of The New York Times Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a

material fact necessary to make the statements made, in light of the circumstances under which such statements

were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly

present in all material respects the financial condition, results of operations and cash flows of the registrant as of,

and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls

and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial

reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be

designed under our supervision, to ensure that material information relating to the registrant, including its

consolidated subsidiaries, is made known to us by others within those entities, particularly during the

period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial

reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability

of financial reporting and the preparation of financial statements for external purposes in accordance with

generally accepted accounting principles;

report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of

the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred

during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an

annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s

internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal

control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of

directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over

financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process,

summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant

role in the registrant’s internal control over financial reporting.

Date: February 26, 2019

/s/ ROLAND A. CAPUTO

Roland A. Caputo

Chief Financial Officer

EXHIBIT 32.1

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley

Act of 2002

In connection with the Annual Report on Form 10-K of The New York Times Company (the “Company”) for the

year ended December 30, 2018, as filed with the Securities and Exchange Commission on the date hereof (the

“Report”), I, Mark Thompson, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as

adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, based on my knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934;

and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results

of operations of the Company.

February 26, 2019

/s/ MARK THOMPSON

Mark Thompson

Chief Executive Officer

EXHIBIT 32.2

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley

Act of 2002

In connection with the Annual Report on Form 10-K of The New York Times Company (the “Company”) for the

year ended December 30, 2018, as filed with the Securities and Exchange Commission on the date hereof (the

“Report”), I, Roland A. Caputo, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as

adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, based on my knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934;

and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results

of operations of the Company.

February 26, 2019

/s/ ROLAND A. CAPUTO

Roland A. Caputo

Chief Financial Officer

Board of Directors

Amanpal S. Bhutani

President

Brand Expedia Group

Expedia Group, Inc.

Robert E. Denham

Partner

Munger, Tolles & Olson LLP

Rachel Glaser

Chief Financial Officer

Etsy, Inc.

Hays N. Golden

Senior Director for

Science and Strategy

Crime Lab New York

University of Chicago

Steven B. Green

General Partner

Ordinance Capital L.P.

Joichi Ito

Director

Media Lab

Massachusetts Institute

of Technology

James A. Kohlberg

Co-Founder and Chairman

Kohlberg & Company

Brian P. McAndrews

Former President, C.E.O.

and Chairman

Pandora Media, Inc.

John W. Rogers, Jr.

Founder, Chairman, C.E.O. and

C.I.O.

Ariel Investments, LLC

A.G. Sulzberger

Publisher

The New York Times

Arthur O. Sulzberger Jr.

Chairman of the Board

The New York Times

Company

Mark Thompson

President and C.E.O.

The New York Times

Company

Doreen Toben

Former Executive Vice

President and C.F.O.

Verizon Communications, Inc.

Rebecca Van Dyck

Chief Marketing Officer

AR/VR

Facebook, Inc.

Shareholder Information Online

investors.nytco.com

Visit our website for corporate governance information about the

Company, including the Code of Ethics for our C.E.O. and senior ﬁnancial

ofﬁcers and our Business Ethics Policy.

Office of the Secretary

(212) 556-5995

Corporate Communications and Investor Relations

(212) 556-4317

Stock Listing

The Company’s Class A Common Stock is listed on the New York

Stock Exchange. Ticker symbol: NYT

Registrar and Transfer Agent

If you are a registered shareholder and have a question about your

account, or would like to report a change in your name or address,

please contact:

Computershare

P.O. Box 505000

Louisville, KY 40233-5000

Overnight correspondence should be mailed to:

Computershare

462 South 4th Street, Suite 1600

Louisville, KY 40202

Shareholder Website

www.computershare.com/investor

Shareholder online inquiries

https://www-us.computershare.com/investor/contact

Domestic: (800) 240-0345; TDD Line: (800) 231-5469

Foreign: (201) 680-6578; TDD Line: (201) 680-6610

Career Opportunities

Employment applicants should apply online at www.nytco.com/careers.

The Company is committed to a policy of providing equal employment

opportunities without regard to race, color, religion, national origin,

ancestry, gender, age, marital status, sexual orientation, disability, military

or veteran status or any other characteristic covered by law.

Annual Meeting

Thursday, May 2, 2019 at 9 a.m.

The New York Times Building

620 Eighth Ave., 15th Floor

New York, NY 10018

Auditors

Ernst & Young LLP

5 Times Square

New York, NY 10036

Forward-Looking Statements

This Annual Report contains forward-looking statements that relate

to future events or our future ﬁnancial performance. By their nature,

forward-looking statements are subject to risks and uncertainties 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 and

historical results include those described in the “Risk Factors” section of

this Annual Report, as well as other risks detailed from time to time in

the Company’s publicly ﬁled documents. The Company undertakes no

obligation to publicly update any forward-looking statement, whether as a

result of new information, future events or otherwise.

The New York Times Company

2018 Annual Report

OUR MISSION

We seek the truth

and help people

understand the world.

This mission is rooted in our belief that great

journalism has the power to make each reader’s

life richer and more fulfilling, and all of society

stronger and more just.

620 Eighth Avenue

New York, N.Y. 10018

Tel 212 556 1234

OUR VALUES

Independence Over a hundred years ago,

The Times pledged “to give the news impartially,

without fear or favor, regardless of party, sector

interests involved.” That commitment remains

truetoday: We follow the truth, wherever it leads.

Integrity The trust of our readers is essential.

We renew that trust every day through the

actionsand judgment of all our employees — in our

journalism, in our workplace and in public.

Curiosity Open-minded inquiry is at the

heart of our mission. In all our work, we believe

incontinually asking questions, seeking out

different perspectives and searching for better

ways of doing things.

Respect We help a global audience understand

avast and diverse world. To dothat fully and

fairly,we treat our subjects, our readersand each

other with empathy and respect.

Collaboration It takes creativity and

expertise from peoplein every part of the company

to fulfill our mission. We are at our best when

wework together and support each other.

Excellence We aim to set the standard in

everything we do. The pursuit of excellence takes

different forms, but in every context, we strive

todeliver the very best.