The New York Times Company 2016 Annual Report TO OUR SHAREHOLDERS, Two thousand and sixteen was a year of great progress in The New York Times Company’s continuing digital transformation. We enter 2017 firmly rooted as a subscription-first, consumer-focused global news provider, committed to delivering independent journalism worth paying for, and innovative premium advertising experiences worth paying for. Ours is a distinctive vision — and one that audiences and advertisers around the world responded to in 2016. We believe this past year’s unprecedented growth in digital subscriptions is a strong vindication of our strategic direction. Six years after its launch, our digital pay model is the most successful digital pay model for news in the world. We now have more than three million print and digital subscriptions, far more than at any point in our history. This is a tribute in large measure to the sustained, exceptional quality of our journalism. Times journalism is in amazing form, and audiences have been flocking to our authoritative coverage of, and comment about, a momentous period in the politics of America and the world. From the American presidential election to Brexit to the terror attack in Nice and the devastation of Hurricane Matthew in Haiti, our journalists reported from the ground in more than 150 countries last year, often at great personal risk. The year brought no shortage of honors for our journalism. The Times was awarded two Pulitzer Prizes, one for international reporting and the other for breaking news photography. In addition, we had an amazing 10 Pulitzer finalists, the most in our history other than the period following 9/11. These included powerful examples of our visual journalism, including virtual reality and multimedia. We also received nine News & Documentary Emmy nominations — more than many broadcasters — for the great strides we’re making in video. And, in June, we won two significant prizes at the Cannes Lions Advertising Festival. To bring that journalism to the widest possible audience, we continued to expand our global footprint in 2016. In February we launched The New York Times en Español, which offers original journalism in Spanish, as well as translated Times content. And we announced plans to expand in Canada and Australia, as part of our effort to grow Times readership outside the United States. In early 2017, we announced new collaborations with Spotify and Snapchat that we believe will further help us broaden our reach to new audiences. We also created new and innovative platforms for our journalism. We launched The Daily 360, a first-of- its-kind virtual-reality project, various podcasts including The Run-Up and Still Processing, a new TV and movie recommendation website, Watching, and an expansion of health and wellness franchise, Well. During 2016, we continued to invest in our business. In the fall we acquired The Wirecutter and The Sweethome, product-recommendation websites that serve as guides to technology gear, home products and other consumer goods. This business aligns with our commitment to creating products that are an indispensable part of our readers’ lives. We also made two acquisitions that we believe broaden the range of marketing and creative services provided by T Brand Studio, our award-winning marketing and creative services agency. HelloSociety is a digital marketing agency that leverages social media influencers to drive engagement for branded content campaigns and Fake Love is an integrated experience design agency that specializes in anchoring brands in contemporary culture via creative programs, live experiences and virtual and mixed reality. 2016 ANNUAL REPORT On the strength of revenue growth from our mobile platform, programmatic buying channels and branded content, we saw a meaningful increase in digital advertising revenue for 2016. We are committed to continuing this growth while managing the continued secular declines in print advertising and legacy parts of digital advertising. One significant transformation in 2017 will be the way we use our headquarters building at 620 Eighth Avenue. We plan to invest in a redesign of our existing space to create a more dynamic, collaborative and open workplace. As part of this plan, the company will reduce the number of floors that we occupy, allowing us to generate additional rental income on those floors. Looking ahead, we will continue to keep a sharp focus on our cost base, while investing where appropriate to support growth. At the same time, we remain deeply committed to protecting our investment in the original newsgathering and storytelling that make The Times so indispensable. In the coming months, with the support of our board and relying on the dedication of our colleagues in every corner of the world, we will continue to execute our strategy of producing the world’s finest journalism along with innovative products and services to bring that journalism to the world. We remain committed to doubling our digital revenue by 2020, growing the company’s profitability in the long term and increasing shareholder value. We thank you for your continued support. Arthur O. Sulzberger Jr. Chairman Mark Thompson President and C.E.O. February 22, 2017 2016 ANNUAL REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 25, 2016 Commission file number 1-5837 THE NEW YORK TIMES COMPANY (Exact name of registrant as specified in its charter) New York 13-1102020 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 620 Eighth Avenue, New York, N.Y. 10018 (Address of principal executive offices) (Zip code) Registrant’s telephone number, including area code: (212) 556-1234 Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered Class A Common Stock of $.10 par value New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: Not Applicable Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No The aggregate worldwide market value of Class A Common Stock held by non-affiliates, based on the closing price on June 24, 2016, the last business day of the registrant’s most recently completed second quarter, as reported on the New York Stock Exchange, was approximately $1.8 billion. As of such date, non-affiliates held 69,667 shares of Class B Common Stock. There is no active market for such stock. The number of outstanding shares of each class of the registrant’s common stock as of February 15, 2017 (exclusive of treasury shares), was as follows: 160,384,114 shares of Class A Common Stock and 812,757 shares of Class B Common Stock. Documents incorporated by reference Portions of the Proxy Statement relating to the registrant’s 2017 Annual Meeting of Stockholders, to be held on April 19, 2017, are incorporated by reference into Part III of this report. INDEX TO THE NEW YORK TIMES COMPANY 2016 ANNUAL REPORT ON FORM 10-K ITEM NO. PART I Forward-Looking Statements 1 1 Business 1 Overview 1 Products 2 Circulation and Audience 2 Advertising 3 Competition 3 Other Businesses 4 Joint Venture Investments 4 Print Production and Distribution 5 Raw Materials 5 Employees and Labor Relations 5 Available Information 5 1A Risk Factors 6 1B Unresolved Staff Comments 13 2 Properties 14 3 Legal Proceedings 14 4 Mine Safety Disclosures 14 Executive Officers of the Registrant 15 PART II 5 Market for the Registrant’s Common Equity, Related Stockholder 16 Matters and Issuer Purchases of Equity Securities 6 Selected Financial Data 18 7 Management’s Discussion and Analysis of 22 Financial Condition and Results of Operations 7A Quantitative