We believe The New York Times brand is a powerful and trusted brand with an excellent reputation for high-quality independent journalism and content, and this brand is a key element of our business. Our brand might be damaged by incidents that erode consumer trust (such as negative publicity), a perception that our journalism is unreliable or a decline in the perceived value of independent journalism or general trust in the media, which may be in part as a result of changing political and cultural environments in the United States and abroad or active campaigns by domestic and international political and commercial actors. We may introduce new products or services that users do not like and that may negatively affect our brand. We also may fail to provide adequate customer service, which could erode confidence in our brand. Our brand and reputation could also be adversely impacted by negative claims or publicity regarding the Company or its operations, products, employees, practices (including social and environmental practices) or business affiliates (including advertisers); as well as our potential inability to adequately respond to such negative claims or publicity, even if such claims are untrue. Our reputation could also be damaged by failures of third-party vendors we rely on in many contexts. We are investing in defining and enhancing our brand. These investments are considerable and may not be successful. To the extent our brand and reputation are damaged, our ability to attract and retain readers, subscribers, advertisers and/or employees could be adversely affected, which could in turn have an adverse impact on our business, revenues and operating results.

The global Covid-19 pandemic continues to have widespread, rapidly evolving, and unpredictable impacts on global society, economies, financial markets and business practices. The pandemic, efforts to contain it, and the resulting disruptions have impacted our business in various ways. There is substantial uncertainty as to the nature and degree of the continued effects of the pandemic over time.

For example, during 2020 we experienced significant growth in the number of subscriptions to our digital news and other products, which we believe was attributable in part to an increase in traffic given the news environment and as a result of the pandemic. The rate of digital subscription growth moderated in 2021, although it was our second-best year for net subscription additions, and we do not expect the 2020 growth rate to be indicative of results for future periods. The growth in subscriptions to our products during the pandemic may also in part reflect changes in how our users spend their time during the pandemic, and our ability to attract and retain subscribers may continue to be impacted by patterns of behavior influenced by the course of the pandemic. In addition, revenues from the single-copy and bulk sales of our print newspaper have been, and we expect will continue to be, adversely affected as a result of continued increased levels of remote working and reductions in travel.

The worldwide economic slowdown caused by the pandemic led to a significant decline in our advertising revenues in 2020 as advertisers reduced their spending. While we experienced significantly increased demand for advertising in 2021, particularly with respect to digital advertising as the broader advertising market recovered, there is no assurance that this recovery will be sustained, and developments related to the pandemic such as global supply chain disruptions and labor shortages, among others, could adversely impact our advertising revenues in the future if our advertisers were to reduce their advertising spend as a result. We expect reduced print advertising spending by businesses that continue to be negatively impacted by the pandemic, along with secular trends, to continue to adversely affect our print advertising revenues, and some of our print advertising revenues may not return to pre-pandemic levels. In addition, the pandemic and attempts to contain it have resulted in the postponement and cancellation of live events, and while this impact moderated in 2021, this continues to adversely affect our revenues from live events and related services.

As a result of the ongoing pandemic, we altered certain aspects of our operations and the vast majority of our employees continue to work remotely. Remote work may heighten operational risk (including cybersecurity risk), result in a decline in productivity or otherwise negatively affect our ability to manage the business. In addition, if a significant portion of our workforce is unable to work due to illness, power outages, connectivity issues or other causes that impact our employees’ ability to work remotely, our operations may be negatively impacted. We will continue to actively monitor these other comparable issues raised by the pandemic and may take further actions that alter our business operations as may be required or that we determine are appropriate. It is not clear what effects any such alterations or modifications may have on our business and financial results.

The Times newspaper is printed at our production and distribution facility in College Point, N.Y., as well as under contract at remote print sites, and significant operational disruptions at these facilities, or at our newsprint suppliers or print and distribution partners, could adversely affect our operating results. If a significant percentage of our College Point employees were unable to work as a result of the pandemic or because of vaccination mandates, our ability to print and distribute the newspaper and other commercial print products in the New York area could be negatively affected. To the extent our newsprint suppliers or print and distribution partners are further affected by financial pressures, labor shortages, supply chain issues or other circumstances relating to Covid-19 that lead to reduced operations or consolidations or closures of print sites and/or distribution routes, this could lead to an increase in costs to print and distribute our newspapers and/or a decrease in revenues if printing and distribution are disrupted.

The future impact that the Covid-19 pandemic will have on our business, operations and financial results is uncertain and will depend on numerous evolving factors and future developments that we are not able to reliably predict or mitigate, including the extent of variants and resurgences; the effect of ongoing vaccination and mitigation efforts; the impact of the pandemic on economic conditions and the companies with which we do business, including our advertisers; governmental, business and other’s actions in response to the pandemic; and changes in consumer behavior as a result of the pandemic, among many other factors. It is also possible that the Covid-19 pandemic may accelerate or worsen the other risks discussed in this section.

We have news bureaus and other offices around the world, and our digital and print products are generally offered globally. We are focused on further expanding the international scope of our business and face the inherent risks associated with doing business abroad, including:

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.

Our ability to attract, develop and maximize the contributions of world-class talent, and to create the conditions for our people to do their best work, is vital to the continued success of our mission and business and central to our long-term strategy. Talent is in high demand, particularly journalists and people working in digital product development disciplines. Our employees and individuals we seek to hire are highly sought after by our competitors and other companies, some of which have greater resources than we have and may offer compensation packages that are perceived to be better than ours. As a result, we may not be able to retain our existing employees or hire new employees quickly enough to meet our needs.

Our continued ability to attract and retain highly skilled talent from diverse backgrounds for all areas of our organization depends on many factors, including our reputation; workplace culture; progress with respect to diversity, equity and inclusion efforts; and the compensation and benefits we provide. Employee-related costs are our main operating costs, and these costs have increased in recent years as we have invested in our business and competed for talent, and may further increase. Stock-based compensation is an increasing component of our overall compensation costs, and if the perceived value of our equity awards relative to our competitors declines, including as a result of volatility or declines in the market price of our Class A common stock or changes in perception about our future prospects, that may adversely affect our ability to recruit and retain talent. We must also continue to adapt to ever-changing workplace and workforce dynamics and other changes in the business and cultural landscape. We plan to transition to a hybrid work model, with employees working both from our offices and remotely, which may challenge our corporate culture, make us undesirable to talent that prefers different working arrangements, pressure our operations and introduce additional costs as we invest in our offices and technological improvements to support hybrid work. Failing to adapt effectively to these changes or to otherwise meet workforce expectations could impact our ability to compete effectively (including for talent) or have an adverse impact on our corporate culture or operations. Effective succession planning is also important to our long-term success, and a failure to effectively ensure the transfer of knowledge and train and integrate new employees could hinder our strategic planning and execution. If we are unable to attract and maintain a talented and diverse workforce, it would negatively disrupt our operations and our ability to complete ongoing projects; would impact our competitive position and reputation; and could adversely affect our business, financial condition or results of operations.

Approximately 38% of our full-time equivalent employees were represented by unions as of December 26, 2021, including certain employees at Wirecutter who formed a union in 2019. As a result, we are required to negotiate the wages, benefits and other terms and conditions of employment with many of our employees collectively. In addition, some of our technology employees are seeking to form a union. Our business and results could be adversely affected if future labor negotiations or contracts were to further restrict our ability to maximize the efficiency of our operations, or if a larger percentage of our employees were to unionize. If we are unable to negotiate labor contracts on reasonable terms, or if we were to experience significant labor unrest or other business interruptions in connection with labor negotiations or otherwise, our ability to produce and deliver our products could be impaired. Labor unrest or campaigns by labor organizations have resulted in and may continue to result in negative publicity, which can adversely impact our reputation and our ability to recruit, retain and motivate talent, as well as divert management’s attention and resources. 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 further limited by the terms and duration of our collective bargaining agreements.

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

In addition, while we intend to operate The Athletic as a standalone product, we expect that it will still require significant attention and resources from our management team and others working on the transition. This will include the implementation of public company policies and procedures, including effective internal control over financial reporting and disclosure controls and procedures, legal standards and compliance and information security practices. Devoting resources to this integration of The Athletic into the Company means that these resources will be redeployed to varying degrees from their normal day-to-day activities. This could impair our effectiveness and efficiency and may have an adverse impact on our financial condition or results of operations.

The success of The Athletic acquisition will depend, in part, on our ability to apply our subscription, advertising, marketing and operational expertise to help scale their growth in a profitable, efficient and effective manner. We may not be able to manage The Athletic successfully, or doing so may be costlier than we anticipate, and we may experience difficulty in realizing the expected benefits of this acquisition. Potential difficulties that may be encountered may include the loss of key employees, unknown liabilities, unforeseen expenses and/or other complexities associated with the integration.

In order to position our business to take advantage of growth opportunities, we intend to continue to engage in discussions, evaluate opportunities and enter into agreements for possible additional acquisitions, divestitures, investments and other transactions. We may also consider the acquisition of, or investment in, specific properties, businesses or technologies that fall outside our traditional lines of business and diversify our portfolio, including those that may operate in new and developing industries, if we deem such properties sufficiently attractive.

Acquisitions may involve significant risks and uncertainties, including:

Competition for certain types of acquisitions is significant. We may not be able to find suitable acquisition candidates, and we may not be able to complete acquisitions or other strategic transactions on favorable terms, or at all. Even if successfully negotiated, closed and integrated, certain acquisitions or investments may prove not to advance our business strategy, may cause us to incur unanticipated costs or liabilities, may result in write-offs of impaired assets, and may fall short of expected return on investment targets, which could adversely affect our business, results of operations and 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.

Our main operating costs are employee-related costs, and these costs have increased in recent years as we have invested in our business and competed for talent that is in high demand, and may further increase. Employee-related costs generally do not decrease proportionately with revenues. In addition, our ability to make short-term adjustments to manage our costs or to make changes to our business strategy may be limited by certain of our collective bargaining agreements. If we were unable to implement cost-control efforts or reduce our operating costs sufficiently in response to a decline in our revenues, our profitability will be adversely affected.

We sponsor a frozen single-employer defined benefit pension plan. ~~The Company and the NewsGuild of New York jointly sponsor a defined benefit plan that continues to accrue active benefits.~~ Although we have frozen participation and benefits under our ~~single employer~~single-employer plan and have taken other steps to reduce the size and volatility of our pension plan obligations, our results of operations will be affected by the amount of income or expense we record for, and the contributions we are required to make to, ~~these plans.~~this plan.

In addition, the Company and the NewsGuild of New York jointly sponsor a defined benefit plan that continues to accrue active benefits for employees represented by the NewsGuild.

We are required to make contributions to our plans to comply with minimum funding requirements imposed by laws governing those plans. As of December ~~29, 2019,~~26, 2021, our qualified defined benefit pension plans had plan assets that were ~~underfunded by~~ approximately ~~$12 million.~~$74 million above the present value of future benefit obligations. Our obligation to make additional contributions to our plans, and the timing of any such contributions, depends on a number of factors, many of which are beyond our control. These ~~include:~~include legislative changes; 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 ~~$248 million.~~$239 million as of December 26, 2021. Although we have frozen participation and benefits under all but one of these plans, and have taken other steps to reduce the size and volatility of our obligations under these plans, a number of factors, including changes in discount rates or mortality tables, may have an adverse impact on our results of operations and financial condition.

We participate in, and make periodic contributions to, various multiemployer pension plans that cover many of our current and former production and delivery ~~employees.~~employees and a small number of voice actors who work on Audm, our read-aloud audio service. Our required contributions to certain plans have increased as our commercial printing operations have expanded.

The risks of participating in multiemployer plans are different from single-employer plans in that assets contributed are pooled and may be used to provide benefits to employees of other participating employers. If a participating employer withdraws from or otherwise ceases to contribute to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers. Our required contributions to these plans could increase because of a shrinking contribution base as a result of the insolvency or withdrawal of other companies that currently contribute to these plans, the inability or failure of withdrawing companies to pay their withdrawal liability, low interest rates, lower than expected returns on pension fund assets, 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 and declining.” IfWhen a multiemployer pension plan in which we participate enters “endangered,” “critical” or “critical and declining” status, we can be required to make additional contributions and/or benefit reductions may apply. Currently, three of the significant multiemployer plans in which we participate are ~~in critical status, benefit reductions may apply and/or we could be required to make additional contributions.~~

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 pension funds are received, the exact amount of the withdrawal liability will not be fully known and, as such, a difference from the recorded estimate could have an adverse effect on our results of operations, financial condition and cash flows. ~~Several~~All of the significant multiemployer plans in which we participate are specific to the newspaper ~~industry,~~and broader printing and publishing industries, which ~~continues~~continue to undergo significant pressure. A withdrawal by a significant percentage of participating employers may result in a mass withdrawal declaration by the trustees of one or more of these 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.

The ~~cost~~Times newspaper, as well as other commercial print products, are printed at our production and distribution facility in College Point, N.Y. Outside of raw materials, of which newsprint is the major component, represented approximately 5% of our total operating costs in 2019. The price of newsprint has historically been volatile and could increase as a result of various factors, including:

Our production and distribution facility and our print partners rely on suppliers for deliveries of newsprint, and the availability of newsprint supply may be affected by various factors, including supply chain disruptions, transportation issues, labor shortages or unrest, and other disruptions that may affect production or deliveries of newsprint. In addition, the price of newsprint has historically been volatile and could increase as a result of various factors. A significant disruption in our or our partners’ newsprint supply chain, or a significant increase in the price of newsprint, would adversely affect our operating results.

To the extent that financial pressures, newspaper industry trends or economics, labor shortages or unrest, or other circumstances ~~affecting these~~affect our print and distribution partners ~~could~~and/or lead to reduced operations or consolidations or closures of print sites and/or distribution routes, ~~which~~this could increase the cost of printing and distributing our ~~newspapers.~~newspapers and/or decrease our revenues if printing and distribution are disrupted. Some of our print and distribution partners have taken steps to reduce their geographic scope and/or the frequency with which newspapers are printed and distributed that have not been reversed, and additional partners may take similar steps. The geographic scope and frequency with which newspapers are printed and distributed by our partners at times affects our ability to print and distribute our newspaper and can adversely affect our operating results.

If ~~newsprint prices increase significantly or~~ we experience significant disruptions in our newsprint supply chain or newspaper printing and distribution channels, or a significant increase in the costs to print and distribute our newspaper, our operating results may be adversely affected.

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 malicious actors to breach our security and compromise our information technology systems. These attackers may use a blend of technology and social engineering techniques (including denial of service attacks, phishing attempts intended to induce our employees and users to disclose information or unwittingly provide access to systems or data, and other techniques) to disrupt service or exfiltrate data. Information security threats are constantly evolving, increasing the difficulty of detecting and successfully defending against them. We and the third parties with which we work may be more vulnerable to the risk from activities of this nature as a result of operational changes such as significant ~~number~~increases in remote working. To date, no incidents have had, either individually or in the aggregate, a material adverse effect on our business, financial condition or results of operations.

In addition, our systems, and those of the third parties with which we work and on which we rely, may be vulnerable to interruption or damage that can result from the effects of natural disasters or climate change (such as increased storm severity and flooding); fires; power, systems or internet outages; acts of terrorism; pandemics (such as Covid-19); or other similar events.

We have implemented controls and taken other preventative measures designed to strengthen our systems against such incidents and attacks, including measures designed to reduce the impact of a security breach at our third-party vendors. Efforts to prevent hackers from disrupting our service or otherwise accessing our systems are expensive to develop, implement and maintain. These efforts require ongoing monitoring and updating as technologies change and efforts to overcome security measures become more sophisticated, and may limit the functionality of or otherwise negatively impact our products, services and systems. Although the costs of the controls and other measures we have taken to date have not had a material effect on our financial condition, results of operations or liquidity, the costs and effort to respond to a security breach and/or to mitigate any security vulnerabilities that may be identified in the future could be significant.

There can also be no assurance that the actions, measures and controls we have implemented will be effective against future attacks or be sufficient to prevent a future security breach or other disruption to our network or information systems, or those of our ~~employees~~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.

Our business is subject to various laws and regulations of local and foreign jurisdictions with respect to 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 processing (including the collection, use, retention and sharing) and security of the data we receive from and about individuals. Failure to protect confidential data, provide individuals with adequate notice of our privacy policies or obtain required valid consent, for example, could subject us to liabilities imposed by these jurisdictions. Existing privacy-related laws and regulations are ~~unionized,~~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 imposes stringent data protection requirements and significant penalties for noncompliance; California’s Consumer Privacy Act and Consumer Privacy Rights Act, and associated regulations, create new data privacy rights; 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 subscriptions, billing and automatic-renewal. These laws and regulations often differ across jurisdictions and continue to evolve. These laws, as well as any changes in these laws, could adversely affect our ability to attract and retain subscribers.

Existing and newly adopted laws and regulations with respect to privacy, the collection and use of personal data, and consumer marketing practices (or new interpretations of existing laws and regulations) have imposed and may continue to impose obligations that may affect our business, place increasing demands on our technical infrastructure and resources, require us to incur increased compliance costs and cause us to further adjust our advertising or marketing practices. Any failure, or perceived failure, by us or the third parties upon which we rely to comply with laws and regulations that govern our business operations, as 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 could be adversely affected if labor agreements were to further restrict our ability to maximize the efficiency of our~~ operations.

We accept payments through third parties using a variety of different payment methods, including credit and debit cards and direct debit. We rely on ~~internal~~third parties’ systems as well as ~~those of third parties~~our own internal systems to process payments. Acceptance and processing of these payment methods are subject to certain certifications, rules, regulations and ~~regulations.~~industry standards. To the extent that there are disruptions in our or third-party payment processing systems, errors in charges made to subscribers, material changes in the payment ecosystem ~~failure to recertify~~such as large re-issuances of payment cards by credit card issuers, and/or changes to rules, regulations or ~~regulations~~industry standards concerning payment processing, we could experience increased costs and/or be subject to fines and/or civil liability, ~~or lose our ability to accept credit and debit card payments,~~ which ~~would~~could harm our reputation and adversely impact our revenue, operating expenses and results of operations.

In addition, we have experienced, and from time to time may continue to experience, fraudulent use of payment methods for subscriptions to our digital products. If we are unable to adequately control and manage this practice, it could result in inaccurately inflated subscription figures used for internal planning purposes and public reporting, which could adversely affect our ability to manage our business and harm our reputation. If we are unable to maintain our fraud and chargeback rate at acceptable levels, our card approval rate may be impacted and card networks could impose fines and additional card authentication requirements, or terminate our ability to process payments which would impact our business and results of operations as well as result in negative consumer perceptions of our brand. We have taken measures to detect and reduce fraud but these measures may not be effective and may need to be continually improved as fraudulent schemes become more sophisticated. These measures may add friction to our subscription processes, which could adversely affect our ability to add new subscribers.

The termination of our ability to accept payments on any major payment method would significantly impair our ability to operate our business, including our ability to add and retain subscribers and collect subscription and advertising revenues, and would adversely affect our results of operations.

We currently utilize ~~third party~~third-party subscription-based software services as well as public cloud infrastructure services to provide solutions for many of our computing and bandwidth needs. Any interruptions to these services generally could result in interruptions in service to our subscribers and advertisers and/or the Company’s critical business functions, notwithstanding any business continuity or disaster recovery plans or agreements that may currently be in place with some of these providers. This could result in unanticipated downtime and/or harm to our operations, reputation and operating results. A transition of these services to different cloud providers would be difficult to implement and cause us to incur significant time and expense. In addition, if hosting costs increase over time and/or if we require more computing or storage capacity as a result of subscriber growth or otherwise, our costs could increase disproportionately.

Our business depends on our intellectual property, including our valuable ~~brands,~~brand, content, services and internally developed technology. We believe the protection and monetization of our proprietary trademarks and other intellectual property ~~rights~~ are ~~important~~critical to our continued success and our competitive position. Unauthorized parties ~~may attempt to copy or otherwise~~have unlawfully ~~obtain and use~~misappropriated our brand, content, services, technology and other intellectual property or may attempt to do so, and ~~we cannot be certain that~~ the ~~steps~~measures we have taken to protect and enforce our proprietary rights ~~will~~may not be sufficient to fully address or prevent ~~any misappropriation or confusion among consumers and merchants, or unauthorized use of these rights.~~all third-party infringement.

~~Advancements~~The Internet, combined with advancements in technology, ~~have~~has made ~~the~~ unauthorized ~~duplication~~copying and wide dissemination of unlicensed content easier, ~~making~~including by anonymous foreign actors. At the same time, enforcement ~~of intellectual property rights more challenging. In addition, as our business and the risk of misappropriation~~ of our intellectual property rights ~~have~~has become more challenging. As our business and the presence and impact of bad actors become more global in scope, we may not be able to protect our proprietary rights in a cost-effective manner in ~~a multitude of jurisdictions with varying laws.~~other jurisdictions. In addition, intellectual property protection may not be available in every country in which our products and services are distributed or made available through the Internet.

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

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

~~These~~If successful, third-party intellectual property infringement claims ~~if successful,~~ may require us to enter into royalty or licensing agreements on unfavorable terms, use more costly alternative technology, alter how we present our content to our users, alter certain of our operations and/or otherwise incur substantial monetary liability. ~~Additionally, these claims may require us to significantly alter certain of our operations.~~ The occurrence of any of these events as a result of these claims could result in substantially increased costs or otherwise adversely affect our business. For claims against us, insurance may be insufficient or unavailable, and for claims related to actions of third parties, either indemnification or remedies against those parties may be insufficient or unavailable.

Any of these restrictions and limitations could make it more difficult for us to execute our business strategy.

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.

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

None.

Our principal executive offices are located at 620 Eighth Avenue, New York, New York, in our headquarters building, which was completed in 2007 and consists of approximately 1.54 million gross square ~~feet (the “Company Headquarters”).~~feet. We own a leasehold condominium interest representing approximately 828,000 gross square feet in the ~~building.~~building (the “Company Headquarters”). In December 2019, we repurchased the portion of the condominium interest that we had sold and simultaneously leased back in 2009 (the “Condo Interest”) for $245.3 million and, as a result, we now own our interest in the building unencumbered. As of December ~~29, 2019,~~26, 2021, we ~~have~~had leased approximately ~~12.5~~11.5 floors to third parties.

In addition, we have a printing and distribution facility with 570,000 gross square feet located in College Point, N.Y., on a 31-acre site. In ~~August~~ 2019, we exercised our option to purchase the property, which was previously owned by the City of New York, for approximately $6.9 million.

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

Not applicable.

The Class A Common Stock is listed on the New York Stock Exchange under the trading symbol ~~“NYT”.~~“NYT.” The Class B Common Stock is unlisted and is not actively traded.

The number of security holders of record as of February ~~24, 2020,~~17, 2022, was as follows: Class A Common Stock: ~~5,129;~~4,752; Class B Common Stock: ~~24.~~25.

In February ~~2020,~~2022, the Board of Directors approved a quarterly dividend of ~~$0.06~~$0.09 per ~~share.~~share, an increase of $0.02 per share from the previous quarter. We currently expect to continue to pay comparable cash dividends in the future, although changes in our dividend program may be considered by our Board of Directors in light of our earnings, capital requirements, financial condition and other factors considered relevant. In addition, our Board of Directors will consider restrictions in any future indebtedness.

We are a global media organization that includes our ~~newspaper,~~digital and print ~~and digital~~ products and related businesses. ~~We have one reportable segment with businesses that include~~On February 1, 2022, subsequent to our ~~newspaper, websites and mobile applications.~~fiscal year end, we completed the acquisition of The Athletic for an all-cash purchase price of $550 million, subject to customary closing adjustments. The purchase price was financed from cash on hand. See Note 19 of the Notes to the Consolidated Financial Statements for additional information related to this acquisition.

We generate revenues principally from subscriptions and advertising. Subscription revenues consist of revenues from subscriptions to our digital and print products (which include our news product, as well as our Games, Cooking, Audm and Wirecutter products) and single-copy and bulk sales of our print products. Advertising revenue is derived from the sale of our advertising products and services. Other revenues primarily consist of revenues from licensing, Wirecutter affiliate referrals, commercial printing, the leasing of floors in ~~our~~the Company Headquarters, ~~affiliate referrals,~~retail commerce, television and film, ~~(primarily from~~ our ~~television series, “The Weekly”), NYT Live (our~~student subscription sponsorship program and our live events ~~business) and retail commerce.~~business.

Our main operating costs are employee-related costs.

In the accompanying analysis of financial information, we present certain information derived from our consolidated financial information but not presented in our financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). We are presenting in this report supplemental non-GAAP financial performance measures that exclude depreciation, amortization, severance, ~~non-operating~~non-

The global Covid-19 pandemic continues to have widespread, rapidly evolving, and unpredictable impacts on global society, economies, financial markets and business practices. The pandemic, efforts to contain it and the resulting disruptions have impacted our business in various ways, and there is substantial uncertainty as to the nature and degree of the continued effects of the pandemic over time.

For example, during 2020, we experienced significant growth in the number of subscriptions to our digital news and other products, which we believe was attributable in part to an increase in traffic given the news environment and as a result of the pandemic. The rate of digital subscription growth moderated in 2021, although it was our second-best year for net subscription additions, and we do not expect the 2020 growth rate to be indicative of results for future periods. In addition, revenues from the single-copy and bulk sales of our print newspaper (which include our international edition and collectively represent less than 5% of our total subscription revenues) were adversely affected as a result of continued increased levels of remote working and reductions in travel.

The worldwide economic slowdown caused by the pandemic led to a significant decline in our advertising revenues in 2020 as advertisers reduced their spending. While we experienced significantly increased demand for advertising in 2021, particularly with respect to digital advertising as the broader advertising market recovered, there is no assurance that this recovery will be sustained, and developments related to the pandemic such as global supply chain disruptions and labor shortages, among others, could adversely impact our advertising revenues in the future if our advertisers were to reduce their advertising spend as a result. In addition, the pandemic and attempts to contain

In 2020 our expenses in certain areas decreased as a result of the pandemic: the costs to promote our subscription business, which we refer to as media expenses, decreased as we reduced marketing spend in response to a heightened news cycle; print production and distribution costs decreased due to lower demand for print newspaper copies; variable advertising costs were lower; and travel and entertainment costs decreased as a result of the Covid-19 pandemic. In 2021, while print production and distribution costs continued to be lower due to lower demand for print newspaper copies, media expenses were higher than both 2020 and 2019, as further described below, and variable advertising costs and travel and entertainment costs increased when compared with 2020, although they remained below 2019 levels. We have invested and expect to continue to invest in our Company Headquarters and other offices as well as technological improvements as we transition to hybrid work with employees working both from the office and remotely.

At this time, the full impact that the Covid-19 pandemic will have on our business, operations and financial results is uncertain. The extent to which the pandemic will continue to impact us will depend on numerous evolving factors and future developments, including the extent of variants and resurgences; the effect of ongoing vaccination and mitigation efforts; the impact of the pandemic on economic conditions and the companies with which we do business, including our advertisers; governmental, business and other actions; the status of travel restrictions; and changes in consumer behavior in response to the pandemic, among many other factors. We will continue to actively monitor the situation and may take further actions that alter our business operations as may be required by federal, state, local or foreign authorities, or that we determine are appropriate. Please see “Item 1A — Risk Factors” for more information.

We ~~continue~~are in the middle of a decades-long global shift in consumption from traditional media — such as print newspapers — to ~~operate during a~~digital, as well as what we believe to be an overall growth in consumer demand for quality news and information. We have designed our strategy to take advantage of both the challenges and opportunities presented by this period of transformation in our ~~industry, which has presented both challenges~~industry.

In early 2019, we set a goal of reaching 10 million subscriptions by 2025. We ended 2021 with approximately 7.6 million paid subscribers with approximately 8.8 million subscriptions, and with the acquisition of The Athletic in February 2022, we met this target three years early. Even without The Athletic, we believe we would have reached 10 million subscriptions far sooner than we originally anticipated.

Our latest audience research suggests that there are at least 135 million adults worldwide who are willing to pay for one or more subscriptions to English-language news, sports coverage, puzzles, recipes, expert shopping advice or podcasting. Our current aim is to reach 15 million total subscribers by year-end 2027, up from approximately 7.6 million at the end of 2021. Since many people purchase subscriptions to multiple New York Times products, this new goal shifts the emphasis from counting total subscriptions to focusing on the growth and ~~opportunities for the Company.~~ value of individual subscribers.

We believe that focusing on the following priorities will ~~be key~~enable us to become an essential subscription for our ~~strategic efforts.~~addressable market, put us on track to achieve our 15 million subscriber goal and drive long-term, profitable growth for the Company and our shareholders.

We believe that The Times’s original, independent and high-quality reporting, storytelling and journalistic excellence across topics and formats set us apart from ~~other news organizations~~others and is at the heart of what makes our journalism worth paying for. We expect to extend our news lead by focusing on four major areas — providing expert beat reporting on a broad array of important subjects, covering breaking news, producing signature journalism projects and excelling at ideas-based commentary and criticism.

~~During 2019,~~The impact of our journalism and its breadth were evident as The Times ~~again broke~~continued to break stories, ~~and produced~~produce investigative reports ~~that sparked global conversations on wide-ranging topics.~~and help our audience understand a wide range of topics, including the Covid-19 pandemic and its many reverberations, the intersection of race and culture in America, and the varied effects of climate change. Our ground-breaking ~~journalism~~coverage continues to be recognized, ~~most notably~~including in the ~~number of~~132 Pulitzer ~~prizes~~Prizes The Times has received — more than any other news organization. ~~In addition, we have made significant investments in our newsroom, adding journalistic talent across a wide range of areas and continuing to invest in visual and audio journalism.~~

While general interest news is and will remain our primary value proposition, we are building leadership positions in a handful of areas that occupy a prominent place in global culture alongside general interest news — including sports fandom, puzzle gaming, cooking guidance and expert shopping guidance.

In ~~2020,~~2022, we ~~expect~~plan to ~~make~~continue making significant ~~further~~ investments in our journalism and remain committed to providing ~~trustworthy, interesting~~a multimedia report of deep breadth, authority, creativity and ~~relevant content that we believe sets The Times apart.~~excellence, produced with a focus on independence and integrity.

We will continue to focus on ~~expanding~~reaching a large non-paying audience while also creating a subscription experience so good at building valuable daily news and information habits that it draws people into lifelong relationships worth paying for. A central part of this approach will be offering a single, high-value New York Times subscription — or bundle — of interconnected products to our digital subscribers. To attract the widest audience, ~~reach, strengthening~~we offer subscriptions to each of our products on a standalone basis. But we believe that by focusing on the ~~engagement~~bundle, we are providing the most value to our customers, and in-turn, the best opportunity to monetize the full scale of our platform.

Within news, we have invested in bringing readers back to our site and exposing them to more of our offerings. For example, the innovation in our live briefings has kept users aware of the latest developments across important storylines; our growing suite of email newsletters now reaches the inboxes of more than 15 million global users and ~~demonstrating why independent, high-quality journalism is worth paying for.~~

We plan to invest more in content and product development across news and in Games and Cooking; to continue exploring new opportunities for Wirecutter as a subscription product; to develop new audio programming and experiment in audio product; to test the concept of an app for children; and to help The Athletic reach more sports fans and grow its subscriber base. We see all of these products as a way for The Times to mean even more in people’s lives, and also ~~made further enhancements~~ to make a relationship with our ~~existing digital standalone~~brand more valuable.

~~The Company added over one~~We ended 2021 with approximately 7.6 million net digital subscriptions in 2019, the most annual subscription additions in our history. We believe that this significant growth demonstrates the continued success of our “subscription-first” strategy. As of December 29, 2019, we hadpaid subscribers with approximately ~~5.3~~8.8 million ~~total~~ subscriptions to our news and other products. Our approximately 1.273 million digital subscription net additions in 2021 were our second-highest annual total and 23% higher than 2019. We also reached significant milestones with our non-news subscription products, ~~more than at any point in our history,~~Games and ~~we remain focused on our goal to reach 10~~Cooking, when each crossed one million subscriptions ~~by 2025.~~

In addition to ~~increasing our~~ digital subscription revenue, ~~we remain focused on growing~~ high-margin digital advertising revenue ~~by developing innovative~~remains an important part of our business. We believe our journalism attracts valuable audiences and ~~compelling~~that we provide a safe and trusted platform for advertisers’ brands. In a recovering market, we continued to innovate advertising offerings that integrate well with the user experience, including solutions that use proprietary first-party data — rather than third-party data — to generate predictive insights and ~~provide value to advertisers.~~help inform our clients’ advertising strategies while leveraging our audiences in privacy-forward ways, as well as our audio advertising offerings. 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. Weexpect each will continue to ~~focus~~play critical roles in the growth of our digital advertising business.

Looking ahead, we plan to continue to invest in our journalism and digital product experience, with an increasing emphasis on ~~leveraging~~growing total unique subscribers through a single New York Times bundle of interconnected products. At the same time, we believe we can apply disciplined cost-management to fund continued investment in our ~~brand~~business and support long-term profitable growth. Given that our investments in ~~developing~~our journalism and ~~refining our advertising offerings.~~

Achieving our ambition will require products and technology that match the quality of our journalism. Over the past five years, we have invested substantially in our digital product experience as well as in the back-end

We believe our ability to attract, develop and maximize the ~~organization~~contributions of world-class talent, and to ~~fund~~create the conditions for our people to do their best work, is vital to the continued ~~investment in~~success of our mission and business and ~~support~~central to our long-term ~~profitable growth.~~strategy. As we continue to transform the Company, we are focused on building a more diverse, equitable and inclusive workplace; developing and promoting our talent; providing equitable and competitive compensation and benefits; and supporting the health, safety and well-being of our employees.

~~We have~~Throughout 2021 we continued to strengthen our liquidity position and further de-leverage and de-risk our balance sheet. As of December ~~29, 2019,~~26, 2021, the Company had cash, ~~and~~ cash equivalents and marketable securities of approximately ~~$684 million. In December 2019,~~$1.1 billion and was debt-free. On February 1, 2022, we ~~repurchased a portion~~used approximately $550 million of this cash to fund the acquisition of The Athletic (see Note 19 of the ~~Company’s leasehold condominium interest~~Notes to the Consolidated Financial Statements for additional information related to this acquisition).

We have paid quarterly dividends on the Class A and Class B Common Stock since late 2013. In February 2022, the Board of Directors approved a quarterly dividend of $0.09 per share, an increase of $0.02 per share from the previous quarter. We currently expect to continue to pay comparable cash dividends in the future, although changes in our ~~Company Headquarters for $245.3~~dividend program will be considered by our Board of Directors in light of our earnings, capital requirements, financial condition and other factors considered relevant.

In February 2022, the Board of Directors approved a $150.0 million Class A stock repurchase program that replaced the previous program, which was approved in 2015. The new authorization provides that Class A shares may be purchased from time to time as market conditions warrant, through open market purchases, privately negotiated transactions or other means, including Rule 10b5-1 trading plans. We expect to repurchase shares primarily to offset the impact of dilution from our equity compensation program, but subject to market conditions and ~~had~~other factors, we may also make opportunistic repurchases to reduce share count. There is no ~~remaining debt as of December 29, 2019.~~expiration date with respect to this authorization.

In addition, we remain focused on managing our pension plan obligations. 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

~~Our~~As of December 26, 2021, our qualified pension plans had plan assets that were ~~underfunded (meaning~~approximately $74 million above the present value of future benefits obligations, ~~exceeded the fair value of plan assets) as of December 29, 2019, by approximately $12 million,~~ compared with a surplus of approximately ~~$81~~$36 million as of December ~~30, 2018.~~27, 2020. We made contributions of approximately $9 million and $10 million to certain qualified pension plans in ~~2019, compared with approximately $8 million in 2018.~~2021 and 2020, respectively. We expect to make contributions in ~~2020~~2022 to satisfy minimum funding requirements of approximately $9$10 million. 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 an impact on our reported financial results. We expect to continue to experience volatility in our retirement-related costs, ~~including~~particularly due to the impact of changing discount rates and mortality assumptions on our unfunded, non-qualified pension ~~multiemployer pension~~plans and retiree medical costs.

Subscription revenues consist of revenues from subscriptions to our ~~print~~digital and ~~digital~~print products (which include our news product, as well as our ~~Crossword and Cooking~~other digital-only products), and single-copy and bulk sales of our print products (which represent less than ~~10%~~5% of these revenues). 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.

Subscription revenues increased ~~4.0%~~13.9% in ~~2019~~2021 compared with ~~2018.~~2020. The increase was primarily due to an increase in digital subscription revenue driven by ~~significant~~year-over-year growth of 18.9% in the number of subscriptions to the Company’s digital-only products, as well as digital subscriptions graduating to higher prices from introductory promotional pricing. The increase in digital-only subscription revenue was partially offset by a decrease in print subscription revenue attributable to lower single-copy and bulk sales, primarily as a result of increased levels of remote working and reductions in travel due to the Covid-19 pandemic as well as ongoing secular trends. Print domestic home delivery revenues were flat as decreases in the number of subscriptions were offset by price increases.

Digital-only news product subscriptions totaled approximately 5,867,000 at the end of 2021, a net increase of 735,000 subscriptions compared with the end of 2020. Other digital-only product subscriptions totaled approximately 2,138,000 at the end of 2021, a net increase of 538,000 subscriptions compared with the end of 2020.

Subscription revenues increased 25.7% in 2021 compared with 2019. The increase was primarily due to growth in the number of subscriptions to the Company’s digital-only ~~subscriptions, which led to digital-only subscription revenue growth of approximately 15%,~~products. These increases were partially offset by a ~~decline~~36.8% and 53.7% decrease in print subscription revenue ~~of approximately 3%. Print subscription revenue decreased due to a decline of approximately 7% in home-delivery subscriptions and a decrease of approximately 9% in~~from single-copy and bulk sales ~~revenue, partially offset by an increase~~and international edition of ~~approximately 6%~~our newspaper, respectively, as a result of increased levels of remote working and reductions in ~~home-delivery prices for The New York Times newspaper.~~travel due to the Covid-19 pandemic as well as secular trends.

Advertising ~~revenues are~~revenue is principally from advertisers (such as technology, financial and luxury goods companies) promoting products, services or brands on digital platforms in the form of display ads, audio and video ads, and in print, in the form of column-inch ads.

Advertising revenue is primarily derived from offerings sold directly to marketers by our advertising sales teams. A ~~significantly~~ smaller ~~and diminishing~~ proportion of our total advertising revenues is generated through programmatic auctions run by third-party ad exchanges.

Advertising revenues are primarily determined by the volume (e.g., impressions or column inches), rate and mix of advertisements. ~~Display~~Digital advertising includes our core digital advertising business and other digital advertising. Our core digital advertising business includes direct-sold website, mobile application, podcast, email and video advertisements. Direct-sold display advertising, a component of core digital advertising, includes offerings on websites and mobile applications sold directly to marketers by our advertising sales teams. Our digital advertising offerings include solutions that use proprietary first-party data — rather than third-party data — to generate predictive insights and help inform our clients’ advertising strategies while leveraging our audiences in privacy-forward ways. Other digital advertising includes advertising revenues generated by open-market programmatic advertising, creative services fees associated with branded content, advertisements appearing on our Wirecutter product and classified advertising. Print advertising includes 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 and video in websites, mobile applications and emails. Display advertising includes advertisements that direct viewers to 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~~freestanding inserts.

Digital ~~other~~advertising revenues, which represented 62.0% of total advertising revenues in 2021, increased $80.0 million, or 35.0%, to $308.6 million, compared with $228.6 million in 2020. The increase was primarily driven by higher direct-sold advertising, including traditional display and podcasts, as well as the impact of the comparison to weak digital advertising revenues in 2020 caused by reduced advertiser spending during the earlier stages of the Covid-19 pandemic. Core digital advertising revenue increased $77.4 million due to growth in direct-sold display advertising revenue and podcast advertising revenues. Direct-sold display impressions increased 27%, while the average rate grew 18%. Other digital advertising revenue increased $2.6 million, primarily ~~includes~~due to a 30% increase in creative services fees, ~~including those associated with our branded content studio;~~partially offset by a 8.4% decrease in open-market programmatic advertising ~~revenue from our podcasts; and advertising revenue generated~~revenue. Programmatic impressions decreased by ~~Wirecutter, our product review and recommendation website.~~

Print advertising revenues, which represented ~~51%~~38.0% of total advertising revenues in ~~2019, declined 9.7%~~2021, increased $25.1 million, or 15.3%, to ~~$270.2~~$188.9 million in ~~2019~~2021 compared with ~~$299.4~~$163.8 million in ~~2018.~~2020. The ~~decrease~~increase was ~~driven~~primarily in the luxury and media categories, and was partially offset by ~~a continued decline in display advertising revenue, primarily~~declines in the financial services ~~and luxury categories.~~category, as well as secular trends.

Digital advertising revenues ~~which represented 49% of total advertising revenues~~increased $48.2 million, or 18.5%, to $308.6 million in ~~2019, increased 0.6% to~~2021 compared with $260.5 million in ~~2019~~2019. The increase was primarily driven by higher direct-sold advertising, including traditional display and podcasts. Core digital advertising revenue increased $71.7 million due to growth in direct-sold display advertising revenue and podcast advertising revenues. Direct-sold display impressions increased 8%, while the average rate grew 23%. Other digital advertising revenue decreased $23.5 million, primarily due to the closure of our HelloSociety and Fake Love digital marketing agencies.

Print advertising revenues declined $81.3 million, or 30.1%, to $188.9 million in 2021 compared with ~~$258.9~~$270.2 million in ~~2018.~~ T~~he increase primarily~~2019. The decline reflected ~~increases in revenue from podcasts, partially offset~~reduced spending on print advertising by ~~a decrease in revenue from direct-sold advertising on our core digital platforms.~~businesses negatively impacted by the Covid-19 pandemic as well as continued secular trends.

Other revenues increased ~~33.8%~~9.9% in ~~2019~~2021 compared with ~~2018 largely~~2020, primarily as a result of higher Wirecutter affiliate referral revenues mainly due to Wirecutter’s presence on our core news website (NYTimes.com) homepage resulting in increased views, higher licensing revenue ~~earned~~as well as higher commercial printing revenue resulting from our beginning to print several News Corporation publications in our College Point, N.Y., printing and distribution facility in mid-2021, partially offset by volume declines from other publications. These increases were partially offset by lower television series revenues as a result of fewer episodes in 2021 compared to 2020.

Other revenues increased 8.9% in 2021 compared with 2019, primarily as a result of higher Wirecutter affiliate referral revenues mainly due to Wirecutter’s presence on our core news website (NYTimes.com) homepage resulting in increased views and licensing revenue primarily related to Facebook News, to which the Company licenses select content for access by its users, partially offset by lower revenues from our television series ~~“The Weekly,”~~ as ~~well as growth~~a result of fewer episodes in ~~commercial printing operations,~~2021 compared to 2019 and ~~higher rental revenue from~~live events, which were impacted by the lease of additional space in our Company Headquarters. Digital other revenues totaled $79.8 million in 2019, an approximately 61% increase compared with 2018, driven primarily by television and film revenue associated with our television series, “The Weekly.”Covid-19 pandemic.

Cost of revenue includes all costs related to content creation, subscriber and advertiser servicing, and print production and distribution as well as infrastructure costs related to delivering digital content, which include all cloud and cloud-related costs as well as compensation for employees that enhance and maintain that infrastructure.

Cost of revenue increased in 2021 by $80.3 million, or 8.4%, compared with 2020, largely due to higher journalism costs of $58.3 million, higher subscriber servicing costs of $15.6 million, higher advertising servicing costs of $9.5 million, and higher digital content delivery costs of $4.5 million, partially offset by a $7.6 million decrease in print production and distribution costs. The increase in journalism costs was largely driven by growth in the number of employees who work in the newsroom and on our Games, Cooking and audio products, a higher incentive compensation accrual and costs in connection with the production of audio content. The increase in subscriber servicing costs was primarily due to higher credit card processing fees and third-party commissions due to increased subscriptions. Advertising servicing costs increased as a result of costs to produce higher creative services revenues. Digital content delivery costs increased due to higher cloud storage costs and a higher incentive compensation accrual. The decrease in print production and distribution costs was largely due to lower distribution costs and outside printing costs.

Cost of revenue increased in 2021 by $51.4 million, or 5.2%, compared with 2019, largely due to higher journalism costs of $83.0 million, higher subscriber servicing costs of $27.4 million, and higher digital content delivery costs of $20.7 million. The increases were partially offset by lower print production and distribution costs of $61.0 million and lower advertising servicing costs of $18.7 million. The increase in journalism costs was largely driven by growth in the number of employees who work in the newsroom and on our Games, Cooking and audio products, and a higher incentive compensation accrual. The increase in subscriber servicing costs was primarily due to higher credit card processing fees and third-party commissions due to increased subscriptions. Digital content delivery costs increased due to higher cloud storage costs and growth in the number of employees. The decrease in print production and distribution costs was largely due to lower newsprint consumption and pricing, as well as lower distribution costs, primarily due to copy declines, and outside printing costs. Advertising servicing costs decreased primarily as a result of the closure of our HelloSociety and Fake Love digital marketing agencies as well as fewer live events.

Sales and marketing includes costs related to the Company’s marketing efforts as well as advertising sales costs.

Media expenses, a component of sales and marketing costs that represents the cost to promote our subscription business, increased to $187.3 million in 2021 from $129.6 million in 2020. The increase is primarily from subscription-related media expenses as we were able to profitably scale media spend as a result of strong demand for news and success in converting readers to subscribers, as well as higher brand marketing expenses. The Company had reduced its marketing expense in 2020 during the earlier stages of the Covid-19 pandemic.

Sales and marketing costs increased in 2021 by $22.3 million, or 8.2%, compared with 2019, primarily a result of higher media expenses and the growth in the number of marketing employees, partially offset by the closure of our HelloSociety and Fake Love digital marketing agencies, as well as lower travel costs due to the ongoing pandemic.

Media expenses increased to $187.3 million in 2021 from $156.9 million in 2019. The increase is primarily from subscription-related media expenses as we were able to profitably scale media spend as a result of strong demand for news and success in converting readers to subscribers, as well as higher brand marketing expenses.

Product development includes costs associated with the Company’s investment into developing and enhancing new and existing product technology, including engineering, product development and data insights.

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.

Product development costs increased in 2021 by ~~a decrease in outside printing expenses. Raw materials expense decreased primarily~~$54.5 million, or 51.2%, compared with 2019, largely due to ~~lower consumption, partially offset by~~growth in the number of digital product development employees to support our digital subscription strategic initiatives as well as a higher ~~newsprint pricing.~~incentive compensation accrual.

~~Selling, general~~General and administrative costs include general management, corporate enterprise technology, building operations, unallocated overhead costs, ~~associated~~severance and multiemployer pension plan withdrawal costs.

~~Selling, general~~General and administrative costs increased in ~~2019~~2021 by $26.6 million, or 11.9%, compared with 2018, primarily due to an increase in wages and benefits (approximately $17 million), other operating costs (approximately $12 million) and promotion and marketing costs (approximately $8 million), partially offset by a decrease in distribution costs (approximately $13 million) and outside services (approximately $4 million). Wages and benefits increased2020, primarily as a result of ~~increased hiring to support~~higher incentive compensation accrual, growth in the ~~Company’s strategic initiatives. Other operating~~number of employees and higher consulting costs.

General and administrative costs increased in 2021 by $43.3 million, or 21.0%, compared with 2019, primarily due to higher ~~credit card fees driven by an increase~~incentive compensation accrual, growth in ~~revenue,~~the number of employees, mainly in the enterprise technology and human resources departments in support of employee growth in other areas, and higher ~~computer software~~consulting costs. 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.

Depreciation and amortization costs ~~increased~~decreased $4.6 million, or 7.5%, in ~~2019~~2021 compared with ~~2018~~2020, primarily due to ~~building~~lower depreciation of software assets.

Depreciation and amortization costs decreased $3.2 million, or 5.2%, in 2021 compared with 2019 due to lower depreciation of software assets, partially offset by equipment and building projects that were placed in ~~service and started depreciating in the second half of 2018.~~service.

See Note 87 of the Notes to the Consolidated Financial Statements for more information regarding other items.

See Note 6 of the Notes to the Consolidated Financial Statements for information regarding our joint venture investments.

See Note 7 of the Notes to the Consolidated Financial Statements for information regarding interest expense and other.

See Note 1312 of the Notes to the Consolidated Financial Statements for information regarding income taxes.

See ~~Note~~Notes 9 and 10 ~~and 11~~ of the Notes to the Consolidated Financial Statements for information regarding other components of net periodic benefit costs.

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:

The special items in 2021 consisted of:

The special items in 2020 consisted of:

The special items in 2019 consisted of:

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.

Adjusted diluted earnings per share from continuing operations 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 (and adjusted operating profit margin) 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.

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.

Our liability for uncertain tax positions was approximately ~~$12.7~~$7 million, including approximately ~~$2.4~~$1 million of accrued interest as of December ~~29, 2019.~~26, 2021. Until formal resolutions are reached between us and the ~~tax~~taxing authorities, determining the timing and amount of a possible audit ~~settlement for~~settlements relating to uncertain tax ~~benefits~~positions is not practicable. Therefore, we do not include this obligation in the table of contractual obligations. See Note 1312 of the Notes to the Consolidated Financial Statements for additional information regarding income taxes.

We have a contract through the end of 2022 with Resolute FP US Inc., a subsidiary of Resolute Forest Products Inc., a major paper supplier, to purchase newsprint. The contract requires us to purchase annually the lesser of a fixed number of tons or a percentage of our total newsprint requirement at market rate in an arm’s length transaction. Since the quantities of newsprint purchased annually under this contract are based on our total newsprint requirement, the amount of the related payments for these purchases is excluded from the table above.

We test goodwill for ~~goodwill~~ impairment at a reporting unit level. We first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value.

If we determine that it is more likely than not that the fair value of a reporting unit is less than its carrying value, we compare the fair value of a reporting unit with its carrying amount, including goodwill. Fair value is calculated by a combination of a discounted cash flow model and a market approach model.

We test intangible assets that are not amortized (i.e., trade names) for impairment at the asset level. We first perform a qualitative assessment to determine whether it is more likely than not that the fair value of the asset is less than its carrying value. If we determine that it is more likely than not that the intangible asset is impaired, we perform a quantitative assessment by comparing the fair value of the asset with its carrying amount. If the fair value, which is based on future cash flows, exceeds the carrying value, the asset is not considered impaired. If the carrying amount exceeds the fair value, an impairment loss would be recognized in an amount equal to the excess of the carrying amount of the asset over the fair value of the asset. We recognized a de minimis impairment in 2020 and 2019 related to the closure of HelloSociety and Fake Love digital marketing agencies.

Intangible assets that are amortized (i.e., customer lists, non-competes, etc.) are tested for impairment at the asset level associated with the lowest level of cash flows. An impairment exists if the carrying value of the asset (1) is not recoverable (the carrying value of the asset is greater than the sum of undiscounted cash flows) and (2) is greater than its fair value.

The discounted cash flow analysis requires us to make various judgments, estimates and assumptions, many of which are interdependent, about future revenues, operating margins, growth rates, capital expenditures, working capital, discount rates and royalty rates. The starting point for the assumptions used in our discounted cash flow analysis is the annual long-range financial forecast. The annual planning process that we undertake to prepare the long-range financial forecast takes into consideration a multitude of factors, including historical growth rates and operating performance, related industry trends, macroeconomic conditions, and marketplace data, among others. Assumptions are also made for perpetual growth rates for periods beyond the long-range financial forecast period.

The market approach analysis includes applying a multiple, based on comparable market transactions, to certain operating metrics of a reporting unit.

The significant estimates and assumptions used by management in assessing the recoverability of goodwill and intangibles are estimated future cash flows, discount rates, growth rates, as well as other factors. Any changes in these estimates or assumptions could result in an impairment charge. The estimates, based on reasonable and supportable assumptions and projections, require management’s subjective judgment. Depending on the assumptions and estimates used, the estimated results of the impairment tests can vary within a range of outcomes.

For the 2021 annual impairment testing, based on our qualitative assessment, we concluded that goodwill and intangible assets are not impaired.

Our single-employer pension and other postretirement benefit costs and obligations are accounted for using actuarial valuations. We recognize the funded status of these plans – measured as the difference between plan assets, if funded, and the benefit obligation – on the balance sheet and recognize changes in the funded status that arise during the period but are not recognized as components of net periodic pension cost, within other comprehensive income/(loss), net of tax. The assets related to our funded pension plans are measured at fair value.

We also recognize the present value of liabilities associated with the withdrawal from multiemployer pension plans.

We consider accounting for retirement plans critical to our operations because management is required to make significant subjective judgments about a number of actuarial assumptions, which include discount rates, long-term return on plan assets and mortality rates. These assumptions may have an effect on the amount and timing of future contributions. Depending on the assumptions and estimates used, the impact from our pension and other postretirement benefits could vary within a range of outcomes and could have a material effect on our Consolidated Financial Statements.

See “— Pensions and Other Postretirement Benefits” below for more information on our retirement benefits.

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.

Our Company-sponsored defined benefit pension plans include qualified plans (funded) as well as non-qualified plans (unfunded). These plans provide participating employees with retirement benefits in accordance with benefit formulas detailed in each plan. All of our non-qualified plans, which provide enhanced retirement benefits to select employees, are frozen, except for a foreign-based pension plan discussed below.

Our joint Company and Guild-sponsored plan is a qualified plan and is included in the table below.

We also have a foreign-based pension plan for certain non-U.S. 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.

Pension expense is calculated using a number of actuarial assumptions, including an expected long-term rate of return on assets (for qualified plans) and a discount rate. Our methodology in selecting these actuarial assumptions is discussed below.

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 (less plan expenses to be incurred) during the year. The expected long-term rate of return determined on this basis was ~~5.70%~~3.75% at the beginning of ~~2019.~~2021. Our plan assets had an average rate of return of approximately ~~23.12%~~1.91% in ~~2019~~2021 and an average annual return of approximately ~~11.03%~~13.65% over the three-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.

Based on the composition of our assets at the end of the year, we estimated our ~~2020~~2022 expected long-term rate of return to be ~~4.75%~~3.75%. If we had decreased our expected long-term rate of return on our plan assets by 50 basis points in ~~2019,~~2021, pension expense would have increased by approximately $7 million for our qualified pension plans. Our funding requirements would not have been materially affected.

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. For active participants, the benefits under the respective pension plans are projected to the date of termination. 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. A single discount rate is then computed so that the present value of the benefit cash flow equals the present value computed using the Ryan Curve rates.

The weighted-average discount rate determined on this basis was ~~3.30%~~2.94% for our qualified plans and ~~3.17%~~2.81% for our non-qualified plans as of December ~~29, 2019.~~26, 2021.

If we had decreased the expected discount rate by 50 basis points for our qualified plans and our non-qualified plans in ~~2019,~~2021, pension expense would have decreased by approximately ~~$0.2~~$0.3 million and our pension obligation would have increased by approximately ~~$116~~$108 million as of December ~~29, 2019.~~26, 2021.

We will continue to evaluate all of our actuarial assumptions, generally on an annual basis, and will adjust as necessary. Actual pension expense will depend on future investment performance, changes in future discount rates, the level of contributions we make and various other factors.

We also recognize the present value of pension liabilities associated with the withdrawal from multiemployer pension plans. Our multiemployer pension plan withdrawal liability was approximately ~~$82~~$70 million as of December ~~29, 2019.~~26, 2021. 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 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.

See Note 109 of the Notes to the Consolidated Financial Statements for additional information regarding our pension plans.

We provide health benefits to certain primarily grandfathered retired ~~employees~~employee groups (and their eligible dependents) who meet the definition of an eligible participant and certain age and service requirements, as outlined in the plan document. There is a de minimis liability for retiree health benefits for active employees. 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.

The annual postretirement expense was calculated using a number of actuarial assumptions, including a health-care cost trend rate and a discount rate. The health-care cost trend rate was 6.57% as of December 29, 2019. A one-percentage point change in the assumed health-care cost trend rate would result in an increase of less than $0.1 million or a decrease of less than $0.1 million in our 2019 service and interest costs, respectively, two factors included in the calculation of postretirement expense. A one-percentage point change in the assumed health-care cost trend rate would result in an increase of approximately $1 million or a decrease of approximately $1 million in our accumulated benefit obligation as of December 29, 2019.

See Note 2 of the Notes to the Consolidated Financial Statements for information regarding recent accounting pronouncements.

Our market risk is principally associated with the following:

See Notes 4, 109 and 1110 of the Notes to the Consolidated Financial Statements.

The New York Times Company is a ~~lease at inception. Office space leases~~global media organization that includes our newspaper, digital and print products and related businesses. The New York Times Company and its consolidated subsidiaries are ~~operating leases~~referred to collectively as the “Company,” “we,” “our” and ~~generally include options to extend the term~~“us.” Our major sources of ~~the lease. Our leases do not include variable payments based on index or rate. We do not separate the lease~~revenue are subscriptions and non-lease components in a contract. The non-lease components predominantly include charges for utilities usage and other operating expenses estimated based on the proportionate share of the rental space of each lease.advertising.

We test goodwill for impairment at a reporting unit level. We first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value.