The New York Times Company

02/27/2026 | Press release | Distributed by Public on 02/27/2026 10:39

Annual Report for Fiscal Year Ending December 31, 2025 (Form 10-K)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis provides information that management believes is relevant to an assessment and understanding of our consolidated financial condition as of December 31, 2025, and results of operations for the two years ended December 31, 2025. Please read this item together with our Consolidated Financial Statements and the related Notes included in this Annual Report. For comparison of results of operations for the fiscal years ended December 31, 2024, and December 31, 2023 see Part II, Item 7 of our 2024 Annual Report on Form 10-K, filed with the SEC on February 27, 2025.
Significant components of the management's discussion and analysis of financial condition and results of operations section include:
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Executive Overview:
The executive overview section provides a summary of The New York Times Company and our business.
Results of Operations:
The results of operations section provides an analysis of our results on a consolidated basis.
Non-Operating Items:
The non-operating items section discusses certain non-operating items.
Non-GAAP Financial Measures:
The non-GAAP financial measures section provides a comparison of our non-GAAP financial measures to the most directly comparable GAAP measures for the two years ended December 31, 2025, and December 31, 2024.
Liquidity and Capital Resources:
The liquidity and capital resources section provides a discussion of our cash flows for the two years ended December 31, 2025, and December 31, 2024, and restricted cash, capital expenditures and third-party financing, commitments and contingencies existing as of December 31, 2025.
Critical Accounting Estimates:
The critical accounting estimates section provides detail with respect to accounting policies that are considered by management to require significant judgment and use of estimates and that could have a significant impact on our financial statements.
EXECUTIVE OVERVIEW
We are a global media organization focused on creating and distributing high-quality news and information that help our audience understand and engage with the world. We believe that our original, independent and high-quality reporting, storytelling, expertise and journalistic excellence set us apart from other sources and are at the heart of what makes our journalism worth paying for. For further information, see "Item 1 - Business - Overview" and "- Our Strategy."
We generate revenues principally from the sale of subscriptions and advertising. Subscription revenues consist of revenues from standalone and multiproduct bundle subscriptions to our digital products and subscriptions to and single-copy and bulk sales of our print products. Advertising revenue is derived from the sale of our advertising products and services. The Company changed the revenue caption "Other" on its Consolidated Statement of Operations to "Affiliate, licensing and other" beginning with the quarter ended March 31, 2025. Affiliate, licensing and other revenues primarily consist of revenues from licensing, Wirecutter affiliate referrals, commercial printing, the leasing of floors in our Company Headquarters, our live events business and retail commerce. Our main operating costs are employee-related costs.
In the accompanying analysis of financial information, we present certain information derived from 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 may exclude depreciation, amortization, severance, non-operating retirement costs and certain identified special items, as applicable. In addition, we present our free cash flow, defined as net cash provided by operating activities less capital expenditures. These non-GAAP financial measures should not be considered in isolation from or as a substitute for the related GAAP measures and should be read in conjunction with our financial information presented on a GAAP basis. For further information and
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reconciliations of these non-GAAP measures to the most directly comparable GAAP measures, see "- Results of Operations - Non-GAAP Financial Measures."
Fiscal year 2024, ended December 31, 2024, was composed of one additional day as compared to fiscal year 2025, ended December 31, 2025, as a result of 2024 being a leap year.
In the third quarter of 2025, the Company updated its internal reporting to reflect how the Company's President and Chief Executive Officer (who is the Company's Chief Operating Decision Maker) manages the business, and as a result, the Company has determined it has one reportable segment and one reporting unit.
2025 Financial Highlights
•The Company ended 2025 with approximately 12.78 million subscribers to its print and digital products, including approximately 12.21 million digital-only subscribers. Of the 12.21 million digital-only subscribers, approximately 6.48 million were bundle and multiproduct subscribers. Compared with the end of 2024, there was a net increase of approximately 1,400,000 digital-only subscribers.
•Total digital-only average revenue per user ("ARPU") grew 2.7% year-over-year to $9.68 driven primarily by subscribers transitioning from promotional to higher prices and price increases on certain tenured subscribers.
•Operating profit increased 22.9% to $431.6 million in 2025 from $351.1 million in 2024. Adjusted operating profit ("AOP"), defined as operating profit before depreciation, amortization, severance, multiemployer pension plan withdrawal costs and special items (a non-GAAP measure discussed below under "Non-GAAP Financial Measures"), increased 20.8% to $550.1 million in 2025 from $455.4 million in 2024. Operating profit margin (operating profit expressed as a percentage of revenues) increased to 15.3% in 2025, compared with 13.6% in 2024. Adjusted operating profit margin (adjusted operating profit expressed as a percentage of revenues) increased to 19.5% in 2025, compared with 17.6% in 2024.
•Total revenues increased 9.2% to $2.82 billion in 2025 from $2.59 billion in 2024.
•Total subscription revenues increased 9.1% to $1.95 billion in 2025 from $1.79 billion in 2024. Digital-only subscription revenues increased 14.3% to $1.43 billion in 2025 from $1.25 billion in 2024.
•Total advertising revenues increased 11.8% to $566.0 million in 2025 from $506.3 million in 2024, due to an increase of 20.0% in digital advertising revenues, partially offset by a decrease of 5.4% in print advertising revenues.
•Affiliate, licensing and other revenues increased 5.7% to $308.1 million in 2025 from $291.4 million in 2024, as a result of higher licensing revenues.
•Operating costs increased 7.1% to $2.39 billion in 2025 from $2.23 billion in 2024. Adjusted operating costs, defined as operating costs before depreciation, amortization, severance, multiemployer pension plan withdrawal costs and special items (a non-GAAP measure discussed below under "Non-GAAP Financial Measures"), increased 6.8% to $2.27 billion in 2025 from $2.13 billion in 2024.
•Diluted earnings per share were $2.09 and $1.77 for 2025 and 2024, respectively. Adjusted diluted earnings per share, defined as diluted earnings per share excluding amortization of acquired intangible assets, severance, non-operating retirement costs and special items (a non-GAAP measure discussed below under "Non-GAAP Financial Measures") were $2.46 and $2.01 for 2025 and 2024, respectively.
•Net cash from operating activities for 2025 was $584.5 million compared with $410.5 million in 2024, and free cash flow, defined as net cash provided by operating activities less capital expenditures (a non-GAAP measure discussed below under "Non-GAAP Financial Measures"), was $550.5 million compared with $381.3 million in 2024.
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Industry Trends, Economic Conditions, Challenges and Risks
We operate in a highly competitive environment that is subject to rapid and, at times, unpredictable change. We compete for audience, subscribers, advertisers and licensees against a wide variety of companies. Companies shaping our competitive environment include content creators, providers and distributors; news aggregators; search engines; social media platforms; streaming services; and AI companies, certain of which have attracted and any of which may further attract audiences, subscribers, advertisers and/or licensees to their platforms and away from ours. Competition among these companies is robust, and new competitors can quickly emerge and have in recent years. We have designed our strategy to navigate the challenges and take advantage of opportunities presented by this period of transformation in our industry.
We and the companies with which we do business are subject to risks and uncertainties caused by factors beyond our control, including economic weakness, instability and volatility, including the potential for a recession; expanded or retaliatory tariffs or taxes or other trade barriers; a competitive talent market; inflation; supply chain disruptions; high interest rates and interest rates volatility; and political and sociopolitical uncertainties and conflicts. These factors may result in declines and/or volatility in our results. Macroeconomic uncertainty has had in the past, and may have in the future, an adverse impact on both digital and print advertising spending. Additionally, we believe that there is marketer sensitivity to being adjacent to news or specific news topics, impacting overall advertising spend.
The newspaper industry has transitioned from being primarily print-focused to digital, resulting in secular declines in both print subscription and print advertising revenues, and we do not expect this trend to reverse. Our printing and distribution costs have been impacted as a result of this transition, and may be further impacted in the future by higher costs, including those associated with raw materials, delivery and distribution and outside printing, or if they were to become subject to expanded or retaliatory tariffs (though newsprint is currently exempt from the proposed expansion of U.S. tariffs on goods from Canada).
We actively monitor industry trends and political and economic conditions, challenges and risks to remain flexible and to optimize and evolve our business as appropriate; however, the full impact they will have on our business, operations and financial results is uncertain and will depend on numerous factors and future developments. The risks related to our business are further described in the section titled "Item 1A - Risk Factors."
Liquidity
Throughout 2025, we returned capital to shareholders through dividends and share repurchases and continued to manage our pension liability as discussed below. As of December 31, 2025, the Company had cash, cash equivalents and marketable securities of approximately $1.2 billion and was debt-free.
Capital Return
The Company aims to return at least 50% of free cash flow to stockholders in the form of dividends and share repurchases over the next three to five years.
We have paid quarterly dividends on the Class A and Class B Common Stock each quarter since late 2013. In February 2026, our Board of Directors approved a quarterly dividend of $0.23 per share, an increase of $0.05 per share from the previous quarter. We currently expect to continue to pay cash dividends in the future, although changes in our dividend program will be considered by our Board of Directors in light of our earnings, capital requirements, financial condition and other factors considered relevant.
Our Board of Directors approved Class A Common Stock share repurchase programs in February 2023 ($250.0 million) and February 2025 ($350.0 million). The authorizations provide that shares of Class A Common Stock may be purchased from time to time as market conditions warrant, through open market purchases, privately negotiated transactions or other means, including Rule 10b5-1 trading plans. We expect to repurchase shares to offset the impact of dilution from our equity compensation program and to return capital to our stockholders. There is no expiration date with respect to these authorizations. During the year ended December 31, 2025, repurchases totaled approximately $165.3 million (excluding commissions and excise taxes), and we repurchased an additional $41.9 million (excluding commissions and excise taxes) between January 1, 2026 and February 18, 2026, fully utilizing the 2023 authorization, leaving approximately $308.2 million remaining under the 2025 authorization.
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Managing Pension Liability
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 of our qualified defined benefit pension plans, making immediate pension benefits offers in the form of lump-sum payments to certain active and former employees and transferring certain future benefit obligations and administrative costs to insurers.
As of December 31, 2025, our qualified pension plans had plan assets that were approximately $76 million above the present value of future benefits obligations, compared with approximately $71 million as of December 31, 2024. We made contributions of approximately $13 million to certain qualified pension plans in both 2025 and 2024, respectively. We expect to make contributions in 2026 to satisfy the greater of minimum funding or collective bargaining agreement requirements of approximately $14 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 pension costs, particularly due to the impact of changing discount rates, long-term return on plan assets and mortality assumptions on our qualified and non-qualified pension plans. We may also incur additional withdrawal obligations related to multiemployer plans in which we participate, as well as multiemployer plans from which we previously withdrew.
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RESULTS OF OPERATIONS
Overview
The following table presents our consolidated financial results for the years ended December 31, 2025, and 2024:
Years Ended % Change
(In thousands) December 31, 2025 December 31, 2024 2025 vs. 2024
Revenues
Digital $ 1,434,336 $ 1,254,592 14.3 %
Print 516,442 533,615 (3.2) %
Subscription revenues 1,950,778 1,788,207 9.1 %
Digital 410,634 342,092 20.0 %
Print 155,359 164,219 (5.4) %
Advertising revenues 565,993 506,311 11.8 %
Affiliate, licensing and other 308,147 291,401 5.7 %
Total revenues 2,824,918 2,585,919 9.2 %
Operating costs
Cost of revenue (excluding depreciation and amortization) 1,389,713 1,309,514 6.1 %
Sales and marketing 307,084 278,425 10.3 %
Product development 264,347 248,198 6.5 %
General and administrative 328,064 307,930 6.5 %
Depreciation and amortization 85,007 82,936 2.5 %
Generative AI Litigation Costs 13,321 10,800 23.3 %
Impairment charges 2,858 - *
Multiemployer pension plan liability adjustments 2,967 (2,980) *
Total operating costs 2,393,361 2,234,823 7.1 %
Operating profit 431,557 351,096 22.9 %
Other components of net periodic benefit costs (18,557) (4,158) *
Interest income and other, net 38,256 36,485 4.9 %
Income before income taxes 451,256 383,423 17.7 %
Income tax expense 107,275 89,598 19.7 %
Net income $ 343,981 $ 293,825 17.1 %
* Represents a change equal to or in excess of 100% or one that is not meaningful.
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Revenues
Subscription; advertising; and affiliate, licensing and other revenues were as follows:
Years Ended % Change
(In thousands) December 31, 2025 December 31, 2024 2025 vs. 2024
Subscription $ 1,950,778 $ 1,788,207 9.1 %
Advertising 565,993 506,311 11.8 %
Affiliate, licensing and other 308,147 291,401 5.7 %
Total revenues $ 2,824,918 $ 2,585,919 9.2 %
Subscription Revenues
Subscription revenues consist of revenues from subscriptions to our digital and print products (which include our news product, as well as The Athletic and our Audio, Cooking, Games and Wirecutter products), and single-copy and bulk sales of our print products (which represented less than 5% of our subscription revenues in 2025 and 2024). Subscription revenues are based on both the number of digital-only subscriptions and copies of the printed newspaper sold, and the rates charged to the respective customers.
We offer a digital-only bundle that includes access to our digital news product (which includes our news website, NYTimes.com, and mobile application), as well as The Athletic and our Audio, Cooking, Games and Wirecutter products. Our subscriptions also include standalone digital subscriptions to each of these products.
Subscription revenues increased $162.6 million, or 9.1%, in 2025 compared with 2024, primarily due to an increase in digital-only subscription revenues of $179.8 million, or 14.3%, partially offset by a decrease in print subscription revenues of $17.2 million, or 3.2%. Digital-only subscription revenues increased primarily due to an increase in bundle and multiproduct revenues of $223.3 million and an increase in other single-product subscription revenues of $22.9 million, partially offset by a decrease in news-only subscription revenues of $66.4 million. Bundle and multiproduct average digital-only subscribers increased approximately 1,170,000, or 24.3%, while bundle and multiproduct ARPU (as defined below) increased $0.49, or 4.0%. Other single-product average digital-only subscribers increased approximately 630,000, or 20.5%, while other single-product ARPU decreased $0.13, or 3.6%. News-only average digital-only subscribers decreased approximately 620,000, or 27.0%, while news-only ARPU increased $1.21, or 10.7%. In calculating average digital-only subscribers for our subscriber categories, we use the monthly average number of digital-only subscribers (calculated as the weighted average of each month's daily average subscribers). Print subscription revenue decreased primarily due to a decrease in home-delivery subscription revenue, which was driven by a lower number of average print subscribers, reflecting secular trends, partially offset by an increase in domestic home-delivery prices.
The following table summarizes digital and print subscription revenues for the years ended December 31, 2025, and December 31, 2024:
Years Ended % Change
(In thousands) December 31, 2025 December 31, 2024 2025 vs. 2024
Digital-only subscription revenues(1)
$ 1,434,336 $ 1,254,592 14.3 %
Print subscription revenues(2)
516,442 533,615 (3.2) %
Total subscription revenues $ 1,950,778 $ 1,788,207 9.1 %
(1)Includes revenue from bundled and standalone subscriptions to our news product, as well as The Athletic and our Audio, Cooking, Games and Wirecutter products.
(2)Includes domestic home-delivery subscriptions, which include access to our digital products. Also includes single-copy, NYT International and Other subscription revenues.
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A subscriber is defined as a user who has subscribed (and for whom a valid method of payment has been provided) for the right to access one or more of the Company's products. The Company ended 2025 with approximately 12.78 million subscribers to its print and digital products, including approximately 12.21 million digital-only subscribers. Compared with the end of 2024, there was a net increase of approximately 1,400,000 digital-only subscribers.
Print domestic home-delivery subscribers totaled approximately 570,000 at the end of 2025, a net decrease of approximately 40,000 subscribers compared with the end of 2024. Subscribers with a domestic home-delivery print subscription to The New York Times, which includes access to our digital products, are excluded from digital-only subscribers.
We currently report three mutually exclusive digital-only subscriber categories: bundle and multiproduct, news-only and other single-product, which collectively sum to total digital-only subscribers, as well as the ARPU for each of these categories.
Following the fourth quarter of 2025, we plan to make a change to our subscriber disclosures. We will continue to report total digital-only subscribers and total digital-only ARPU. However, we will discontinue reporting digital-only subscribers and ARPU by the categories of bundle and multiproduct, news-only, and other single product, as well as the percentages represented by group corporate, group education and family subscriptions. We believe total digital-only subscribers and total digital-only ARPU best align with how we manage the business for long-term growth.
The following table sets forth subscribers as of the end of the five most recent fiscal quarters.
December 31, 2025 September 30, 2025 June 30, 2025 March 31, 2025 December 31, 2024
Digital-only subscribers:
Bundle and multiproduct(1)(2)(3)
6,480 6,270 6,020 5,760 5,440
News-only(2)(4)
1,470 1,560 1,690 1,790 1,930
Other single-product(2)(3)(5)
4,270 3,920 3,590 3,500 3,450
Total digital-only subscribers(2)(3)(6)
12,210 11,760 11,300 11,060 10,820
Print subscribers(7)
570 570 580 600 610
Total subscribers 12,780 12,330 11,880 11,660 11,430
(1)Subscribers with a bundle subscription or standalone digital-only subscriptions to two or more of the Company's products.
(2)Includes group corporate and group education subscriptions, which collectively represented approximately 6% of total digital-only subscribers as of the end of the fourth quarter of 2025. The number of group subscribers is derived using the value of the relevant contract and a discounted subscription rate.
(3)As of the second quarter of 2025, includes subscribers related to family subscriptions. Each family subscription is priced higher than a comparable individual subscription and is counted as one billed subscriber and one additional subscriber to reflect the additional entitlements in these subscriptions. The additional subscribers represented less than 3% of total digital-only subscribers as of the end of the fourth quarter of 2025.
(4)Subscribers with only a digital-only news product subscription.
(5)Subscribers with only one digital-only subscription to The Athletic or to our Audio, Cooking, Games or Wirecutter products.
(6)Subscribers with digital-only subscriptions to one or more of our news product, The Athletic, or our Audio, Cooking, Games and Wirecutter products.
(7)Subscribers with a domestic home-delivery or mail print subscription to The New York Times, which includes access to our digital products, or a print subscription to our Book Review or Large Type Weekly products.
The sum of individual metrics may not always equal total amounts indicated due to rounding. Subscribers (including net subscriber additions) are rounded to the nearest ten thousand.
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ARPU, a metric we calculate to track the revenue generation of our digital subscriber base, represents the average revenue per digital subscriber over a 28-day billing cycle during the applicable period. The following table sets forth ARPU metrics relating to the above digital-only subscriber categories for the two most recent fiscal years.
Years Ended
December 31, 2025 December 31, 2024
Digital-only ARPU:
Bundle and multiproduct $ 12.67 $ 12.18
News-only $ 12.57 $ 11.36
Other single-product $ 3.47 $ 3.60
Total digital-only ARPU $ 9.68 $ 9.42
Beginning in the second quarter of 2025, ARPU metrics are calculated by dividing the digital subscription revenues in the year by the average number of digital-only subscribers (calculated as the weighted average of each month's daily average subscribers) divided by the number of days in the year multiplied by 28 to reflect a 28-day billing cycle. This change had a de minimis impact on ARPU.
Total digital-only ARPU was $9.68 for the year ended December 31, 2025, an increase of 2.7% compared with the year ended December 31, 2024. The year-over-year increase was driven primarily by subscribers graduating from promotional to higher prices and price increases on certain tenured subscribers.
Advertising Revenues
Advertising revenue is primarily derived from advertisers (such as luxury goods, technology and financial companies) promoting products, services or brands on digital platforms in the form of display, audio, email and video ads; in print in the form of column-inch ads; and at live events. Advertising revenue is primarily determined by the volume (e.g., impressions or column inches), rate and mix of advertisements. As of the first quarter of 2025, we updated our discussion of digital advertising revenue and no longer distinguish between "core" and "other" digital advertising. Digital advertising includes revenue from display (which includes website and mobile applications), audio, email and video advertisements that are sold either directly to marketers by our advertising sales teams or, for a smaller proportion of advertising revenue, through programmatic auctions run by third-party ad exchanges. Digital advertising revenue also includes revenues generated by creative services fees. Print advertising includes revenue from column-inch ads and classified advertising, as well as preprinted advertising, also known as freestanding inserts.
The following table summarizes digital and print advertising revenues for the years ended December 31, 2025, and December 31, 2024:
Years Ended % Change
(In thousands) December 31, 2025 December 31, 2024 2025 vs. 2024
Digital advertising revenues $ 410,634 $ 342,092 20.0 %
Print advertising revenues 155,359 164,219 (5.4) %
Total advertising revenues $ 565,993 $ 506,311 11.8 %
Digital advertising revenues, which represented 72.6% of the total advertising revenues in 2025, increased $68.5 million, or 20.0%, to $410.6 million compared with $342.1 million in 2024. The increase was primarily a result of higher display revenues of $66.4 million, driven by new advertising supply and strong marketer demand. Display impressions increased 19%, while the average rate increased 6%.
Print advertising revenues, which represented 27.4% of total advertising revenues in 2025, decreased $8.9 million, or 5.4%, to $155.4 million compared with $164.2 million in 2024. The decrease in 2025 was primarily due to an 8.8% decrease in revenues from column-inch ads, partially offset by a 3.7% increase in print advertising rate. Print advertising revenues in 2025 continued to be impacted by secular trends.
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Affiliate, Licensing and Other Revenues
Affiliate, licensing and other revenues primarily consist of revenues from licensing, Wirecutter affiliate referrals, commercial printing, the leasing of floors in our Company Headquarters, our live events business and retail commerce.
Affiliate, licensing and other revenues increased $16.7 million, or 5.7%, in 2025 compared with 2024, primarily as a result of higher licensing revenues of $14.4 million, largely related to commercial agreements with third-party digital platforms, partially offset by the expiration of smaller license agreements, as well as growth in Wirecutter affiliate referral revenues of $5.1 million, partially offset by lower books, television and film revenues of $5.3 million.
Digital affiliate, licensing and other revenues, which consist primarily of Wirecutter affiliate referral revenues and digital licensing revenues, totaled $201.0 million and $186.1 million in 2025 and 2024, respectively. Building rental revenue from the leasing of floors in the Company Headquarters totaled $26.8 million and $26.6 million in 2025 and 2024, respectively.
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Operating Costs
Operating costs were as follows:
Years Ended % Change
(In thousands) December 31, 2025 December 31, 2024 2025 vs. 2024
Cost of revenue (excluding depreciation and amortization) $ 1,389,713 $ 1,309,514 6.1 %
Sales and marketing 307,084 278,425 10.3 %
Product development 264,347 248,198 6.5 %
General and administrative 328,064 307,930 6.5 %
Depreciation and amortization 85,007 82,936 2.5 %
Generative AI Litigation Costs 13,321 10,800 23.3 %
Impairment charges 2,858 - *
Multiemployer pension plan liability adjustments 2,967 (2,980) *
Total operating costs $ 2,393,361 $ 2,234,823 7.1 %
* Represents a change equal to or in excess of 100% or one that is not meaningful.
The components of operating costs as a percentage of total operating costs were as follows:
Years Ended
December 31, 2025 December 31, 2024
Cost of revenue (excluding depreciation and amortization) 58 % 59 %
Sales and marketing 13 % 12 %
Product development 11 % 11 %
General and administrative 14 % 14 %
Depreciation and amortization 3 % 4 %
Generative AI Litigation Costs 1 % - %
Impairment charges - % - %
Multiemployer pension plan liability adjustments - % - %
Total 100 % 100 %
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The components of operating costs as a percentage of total revenues were as follows:
Years Ended
December 31, 2025 December 31, 2024
Cost of revenue (excluding depreciation and amortization) 49 % 51 %
Sales and marketing 11 % 11 %
Product development 9 % 10 %
General and administrative 12 % 12 %
Depreciation and amortization 3 % 3 %
Generative AI Litigation Costs - % - %
Impairment charges - % - %
Multiemployer pension plan liability adjustments - % - %
Total 84 % 87 %
Cost of Revenue (excluding depreciation and amortization)
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, excluding depreciation and amortization.
Cost of revenue (excluding depreciation and amortization) in 2025 increased $80.2 million, or 6.1%, compared with 2024, largely due to higher journalism costs of $48.7 million, higher subscriber servicing costs of $16.7 million, higher advertising servicing costs of $7.8 million, higher digital content delivery costs of $4.1 million and higher print production and distribution costs of $2.5 million. The increase in journalism costs was largely due to higher compensation and benefits, which was driven by growth in the number of employees who work in our newsrooms as well as higher salaries, benefits costs and incentive compensation. The increase in subscriber servicing costs was largely due to higher commissions and credit card processing fees due to an increase in subscriptions, as well as higher compensation and benefits. The increase in advertising servicing costs was due to an increase in outside services costs as a result of a higher number of events and higher volume of custom advertising campaigns, as well as higher compensation and benefits, which was driven by higher incentive compensation and higher benefits costs. The increase in digital content delivery costs was largely due to higher cloud-related costs. The increase in print production and distribution costs was primarily due to higher distribution rates and higher occupancy, repairs and maintenance expenses, partially offset by fewer print copies produced.
Sales and Marketing
Sales and marketing includes costs related to the Company's subscription and brand marketing efforts as well as advertising sales costs.
Sales and marketing costs in 2025 increased $28.7 million, or 10.3%, compared with 2024, primarily due to higher marketing costs of $15.4 million and higher sales costs of $12.9 million. The increase in marketing costs was primarily due to higher media expenses and higher compensation and benefits, which was driven by higher incentive compensation and higher benefits costs. The increase in sales costs was primarily due to higher compensation and benefits, which was driven by higher incentive compensation, growth in the number of employees and higher benefits costs.
Media expenses, a component of sales and marketing costs that represents the cost to promote our subscription business, increased 9.3% to $151.6 million in 2025 from $138.8 million in 2024. The increase was largely a result of higher brand marketing expenses.
Product Development
Product development includes costs associated with the Company's investment in developing and enhancing new and existing product technology, including engineering, product development and data insights.
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Product development costs in 2025 increased $16.1 million, or 6.5%, compared with 2024, largely due to higher compensation and benefits expenses of $8.0 million, which was driven by higher benefits costs and higher incentive compensation, as well as higher software and licensing costs of $3.6 million and higher outside services costs of $3.2 million.
General and Administrative Costs
General and administrative costs include general management, corporate enterprise technology, building operations, unallocated overhead, severance and multiemployer pension plan withdrawal costs.
General and administrative costs in 2025 increased $20.1 million, or 6.5%, compared with 2024, primarily due to higher compensation and benefits of $15.1 million, which was driven by incentive compensation and higher benefits costs, higher professional fees of $3.5 million and higher severance expense of $1.9 million, partially offset by lower other miscellaneous expenses of $1.2 million.
Depreciation and Amortization
Depreciation and amortization costs in 2025 increased $2.1 million, or 2.5%, compared with 2024. The increase is primarily due to higher equipment and building depreciation.
Generative AI Litigation Costs
For the years ended 2025 and 2024, the Company recorded $13.3 million and $10.8 million, respectively, of pre-tax litigation-related costs in connection with certain lawsuits alleging unlawful and unauthorized copying and use of the Company's journalism and other content in connection with the development of generative artificial intelligence products ("Generative AI Litigation Costs"). Management determined to report Generative AI Litigation Costs as a special item beginning in 2024 because, unlike other litigation expenses, the Generative AI Litigation Costs arise from discrete, complex and unusual proceedings and do not, in management's view, reflect the Company's ongoing business operational performance. See Note 10 of the Notes to the Consolidated Financial Statements for additional information.
Impairment Charges
In 2025, the Company recorded a $2.9 million impairment charge related to excess leased office space that is being marketed for sublet.
There were no impairment charges in 2024.
Multiemployer Pension Plan Liability Adjustments
In 2025, the Company recorded $3.0 million net charges related to a multiemployer pension plan liability adjustment.
In 2024, the Company recorded a favorable adjustment related to a reduction in its multiemployer pension plan liability of $3.0 million.
Other Items
See Note 10 of the Notes to the Consolidated Financial Statements for more information regarding other items.
NON-OPERATING ITEMS
Interest Income and Other, Net
See Note 10 of the Notes to the Consolidated Financial Statements for information regarding interest income and other.
Income Taxes
See Note 11 of the Notes to the Consolidated Financial Statements for information regarding income taxes.
Other Components of Net Periodic Benefit Costs
See Note 9 of the Notes to the Consolidated Financial Statements for information regarding other components of net periodic benefit costs.
P. 42 - THE NEW YORK TIMES COMPANY
NON-GAAP FINANCIAL MEASURES
We have included in this report certain supplemental financial information derived from consolidated financial information but not presented in our financial statements prepared in accordance with GAAP. Specifically, we have referred to the following non-GAAP financial measures in this report:
•adjusted diluted earnings per share, defined as diluted earnings per share excluding severance, non-operating retirement costs and the impact of special items;
•adjusted operating profit, defined as operating profit before depreciation, amortization, severance, multiemployer pension plan withdrawal costs and special items, and expressed as a percentage of revenues, adjusted operating profit margin;
•adjusted operating costs, defined as operating costs before depreciation, amortization, severance, multiemployer pension plan withdrawal costs and special items; and
•free cash flow, defined as net cash provided by operating activities less capital expenditures.
The special items in 2025 consisted of:
•$13.3 million of Generative AI Litigation Costs ($9.8 million, or $0.06 per share, after tax);
•A $3.5 million charge ($2.6 million, or $0.02 per share, after tax) related to an impairment of a non-marketable equity investment;
•$3.0 million net charges ($2.2 million, or $0.01 per share, after tax) related to multiemployer pension plan liability adjustments;
•A $2.9 million impairment charge ($2.1 million, or $0.01 per share, after tax) related to excess leased office space that is being marketed for sublet; and
The special items in 2024 consisted of:
•$10.8 million of Generative AI Litigation Costs ($8.0 million, or $0.05 per share, after tax); and
•A $3.0 million favorable adjustment ($2.2 million, or $0.01 per share, after tax) related to reductions in our multiemployer pension plan liabilities.
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, 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 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 are useful in evaluating the ongoing performance of the Company's businesses as they exclude 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 and special items. Total operating costs, excluding these items, provide investors with helpful supplemental information on the Company's underlying operating costs that is used by management in its financial and operational decision-making.
THE NEW YORK TIMES COMPANY - P. 43
Management considers special items, which may include impairment charges, pension settlement charges, acquisition-related costs, and beginning in 2024, Generative AI Litigation Costs, as well as 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. Management determined to report Generative AI Litigation Costs as a special item and thus exclude them beginning in 2024 because, unlike other litigation expenses which are not excluded, the Generative AI Litigation Costs arise from discrete, complex and unusual proceedings and do not, in management's view, reflect the Company's ongoing business operational 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.
Non-operating retirement costs include (i) interest cost, expected return on plan assets, amortization of actuarial gains and loss components and amortization of prior service credits of single-employer pension expense, (ii) interest cost, amortization of actuarial gains and loss components and (iii) all multiemployer pension plan withdrawal costs. These non-operating retirement costs are primarily tied to financial market performance including changes in market interest rates and investment performance. Management considers non-operating retirement costs to be outside the performance of the business and believes that presenting adjusted diluted earnings per share excluding non-operating retirement costs and presenting adjusted operating results excluding multiemployer pension plan withdrawal costs, in addition to the Company's GAAP diluted earnings per share and GAAP operating results, provide increased transparency and a better understanding of the underlying trends in the Company's operating business performance.
The Company considers free cash flow, which is defined as net cash provided by operating activities less capital expenditures, to provide useful information to management and investors about the amount of cash that is available to be used to strengthen the Company's balance sheet and for strategic opportunities including, among others, investing in the Company's business, strategic acquisitions, dividend payouts and repurchasing stock. See "Liquidity and Capital Resources - Free Cash Flow" below for more information and a reconciliation of free cash flow to net cash provided by operating activities.
P. 44 - THE NEW YORK TIMES COMPANY
Reconciliations of these non-GAAP financial measures to the most directly comparable GAAP measures are set out in the tables below.
Reconciliation of diluted earnings per share excluding amortization of acquired intangible assets, severance, non-operating retirement costs and special items (or adjusted diluted earnings per share)
Years Ended % Change
December 31, 2025 December 31, 2024 2025 vs. 2024
Diluted earnings per share $ 2.09 $ 1.77 18.1 %
Add:
Amortization of acquired intangible assets 0.17 0.17 -
Severance 0.06 0.05 20.0 %
Non-operating retirement costs:
Multiemployer pension plan withdrawal costs 0.03 0.04 (25.0) %
Other components of net periodic benefit costs 0.11 0.03 *
Special items:
Generative AI Litigation Costs 0.08 0.07 14.3 %
Impairment charges 0.02 - *
Multiemployer pension plan liability adjustments 0.02 (0.02) *
Impairment of a non-marketable equity security 0.02 - *
Income tax expense of adjustments (0.13) (0.08) 62.5 %
Adjusted diluted earnings per share(1)
$ 2.46 $ 2.01 22.4 %
(1)Amounts may not add due to rounding.
* Represents a change equal to or in excess of 100% or one that is not meaningful.
THE NEW YORK TIMES COMPANY - P. 45
Reconciliation of operating profit before depreciation and amortization, severance, multiemployer pension plan withdrawal costs and special items (or adjusted operating profit) and of adjusted operating profit margin
Years Ended % Change
(In thousands) December 31, 2025 December 31, 2024 2025 vs. 2024
Operating profit $ 431,557 $ 351,096 22.9 %
Add:
Depreciation and amortization 85,007 82,936 2.5 %
Severance 9,454 7,512 25.9 %
Multiemployer pension plan withdrawal costs 4,972 6,038 (17.7) %
Generative AI Litigation Costs 13,321 10,800 23.3 %
Impairment charges 2,858 - *
Multiemployer pension plan liability adjustments 2,967 (2,980) *
Adjusted operating profit $ 550,136 $ 455,402 20.8 %
Divided by:
Revenue $ 2,824,918 $ 2,585,919 9.2 %
Operating profit margin 15.3 % 13.6 % 170 bps
Adjusted operating profit margin 19.5 % 17.6 % 190 bps
* Represents a change equal to or in excess of 100% or one that is not meaningful.
Reconciliation of total operating costs before depreciation and amortization, severance, multiemployer pension plan withdrawal costs and special items (or adjusted operating costs)
Years Ended % Change
(In thousands) December 31, 2025 December 31, 2024 2025 vs. 2024
Operating costs $ 2,393,361 $ 2,234,823 7.1 %
Less:
Depreciation and amortization 85,007 82,936 2.5 %
Severance 9,454 7,512 25.9 %
Multiemployer pension plan withdrawal costs 4,972 6,038 (17.7) %
Generative AI Litigation Costs 13,321 10,800 23.3 %
Impairment charges 2,858 - *
Multiemployer pension plan liability adjustments 2,967 (2,980) *
Adjusted operating costs $ 2,274,782 $ 2,130,517 6.8 %
* Represents a change equal to or in excess of 100% or one that is not meaningful.
P. 46 - THE NEW YORK TIMES COMPANY
LIQUIDITY AND CAPITAL RESOURCES
Overview
The following table presents information about our financial position:
Financial Position Summary
Years Ended % Change
(In thousands, except ratios) December 31, 2025 December 31, 2024 2025 vs. 2024
Cash and cash equivalents $ 255,445 $ 199,448 28.1 %
Marketable securities $ 912,407 $ 712,420 28.1 %
Total cash and cash equivalents and marketable securities
$ 1,167,852 $ 911,868 28.1 %
Total New York Times Company stockholders' equity $ 2,041,363 $ 1,927,209 5.9 %
Ratios:
Current assets to current liabilities 1.54 1.53
Our primary sources of cash from operations were revenues from subscription and advertising sales. Subscription and advertising revenues provided approximately 69% and 20%, respectively, of total revenues in 2025. The remaining cash inflows were primarily from other revenue sources such as licensing, Wirecutter affiliate referrals, commercial printing, the leasing of floors in the Company Headquarters, our live events business and retail commerce.
Our primary uses of cash from operations were for employee compensation and benefits and other operating expenses. We believe our cash and cash equivalents, marketable securities balance and cash provided by operations, in combination with other sources of cash, will be sufficient to meet our financing needs over the next twelve months and beyond.
As of December 31, 2025, we had cash and cash equivalents and marketable securities of $1,167.9 million and approximately $400 million in available borrowings, and no amounts were outstanding under our credit facility. Our cash and cash equivalents and marketable securities balances increased in 2025, primarily due to cash proceeds from operating activities, partially offset by cash used for share repurchases, dividend payments, capital expenditures and taxes paid on behalf of employees resulting from share-based compensation tax withholding.
We have paid quarterly dividends on the Class A and Class B Common Stock since 2013. In February 2026, the Board of Directors approved a quarterly dividend of $0.23 per share, an increase of $0.05 per share from the previous quarter (see Note 18 of the Notes to the Consolidated Financial Statements for additional information). We currently expect to continue to pay cash dividends in the future, although changes in our dividend program will be considered by our Board of Directors in light of our earnings, capital requirements, financial condition and other factors considered relevant.
The Board of Directors approved Class A Common Stock share repurchase programs in February 2023 ($250.0 million) and February 2025 ($350.0 million). The authorizations provide that shares of Class A Common Stock may be purchased from time to time as market conditions warrant, through open market purchases, privately negotiated transactions or other means, including Rule 10b5-1 trading plans. We expect to repurchase shares to offset the impact of dilution from our equity compensation program and to return capital to our stockholders. There is no expiration date with respect to these authorizations. During the year ended December 31, 2025, repurchases totaled approximately $165.3 million (excluding commissions and excise taxes), and we repurchased an additional $41.9 million (excluding commissions and excise taxes) between January 1, 2026 and February 18, 2026, fully utilizing the 2023 authorization, leaving approximately $308.2 million remaining under the 2025 authorization.
During 2025, we made contributions of $13.1 million to certain qualified pension plans funded by cash on hand. As of December 31, 2025, our qualified pension plans had plan assets that were $75.9 million above the present value of future benefits obligations, an increase of $4.6 million from $71.3 million as of December 31, 2024. We expect contributions made to satisfy the greater of minimum funding or collective bargaining agreement requirements to total approximately $14 million in 2026.
THE NEW YORK TIMES COMPANY - P. 47
Capital Resources
Sources and Uses of Cash
Cash flows provided by/(used in) by category were as follows:
Years Ended % Change
(In thousands) December 31, 2025 December 31, 2024 2025 vs. 2024
Operating activities $ 584,489 $ 410,512 42.4 %
Investing activities $ (221,316) $ (306,086) (27.7) %
Financing activities $ (306,139) $ (192,715) 58.9 %
Operating Activities
Cash from operating activities is generated by cash receipts from subscriptions; advertising sales; and affiliate, licensing and other revenues. Operating cash outflows include payments for employee compensation, pension and other benefits, raw materials, marketing expenses and income taxes.
Net cash provided by operating activities increased in 2025 compared with 2024 due to higher net income, lower tax payments due to the impact of the One Big Beautiful Bill Act and net proceeds in connection with the lease and subsequent sale of approximately four acres of excess land at our printing and distribution facility in College Point, N.Y., partially offset by higher cash payments for incentive compensation.
Investing Activities
Cash from investing activities generally includes proceeds from marketable securities that have matured and the sale of assets, investments or a business. Cash used in investing activities generally includes purchases of marketable securities, payments for capital projects and acquisitions of new businesses and investments.
Net cash used in investing activities in 2025 was primarily related to $200.4 million in net purchases of marketable securities and $34.0 million in capital expenditures payments.
Financing Activities
Cash from financing activities generally includes borrowings under third-party financing arrangements, the issuance of long-term debt and funds from stock option exercises. Cash used in financing activities generally includes the repayment of amounts outstanding under third-party financing arrangements, the payment of dividends, the payment of long-term debt and capital lease obligations, and stock-based compensation tax withholding.
Net cash used in financing activities in 2025 was primarily related to share repurchases of $165.3 million, dividend payments of $110.4 million and share-based compensation tax withholding payments of $30.0 million.
See "- Third-Party Financing" below and our Consolidated Statements of Cash Flows for additional information on our sources and uses of cash.
P. 48 - THE NEW YORK TIMES COMPANY
Free Cash Flow
Free cash flow is a non-GAAP financial measure defined as net cash provided by operating activities, less capital expenditures. The Company considers free cash flow to provide useful information to management and investors about the amount of cash that is available to be used to strengthen the Company's balance sheet and for strategic opportunities including, among others, investing in the Company's business, strategic acquisitions, dividend payouts and repurchasing stock. In addition, management uses free cash flow to set targets for return of capital to stockholders in the form of dividends and share repurchases.
The Company aims to return at least 50% of free cash flow to stockholders in the form of dividends and share repurchases over the next three to five years.
The following table presents a reconciliation of net cash provided by operating activities to free cash flow:
Years Ended
(In thousands) December 31, 2025 December 31, 2024
Net cash provided by operating activities $ 584,489 $ 410,512
Less: Capital expenditures (33,984) (29,173)
Free cash flow $ 550,505 $ 381,339
Free cash flow for 2025 was $550.5 million compared with $381.3 million in 2024. Free cash flow increased primarily due to higher cash provided by operating activities, as discussed above.
Restricted Cash
We were required to maintain $15.0 million of restricted cash as of December 31, 2025, and $14.4 million as of December 31, 2024, substantially all of which is set aside to collateralize workers' compensation obligations.
Capital Expenditures
Capital expenditures totaled approximately $33 million and $31 million in 2025 and 2024, respectively. The increase in capital expenditures in 2025 was primarily driven by higher expenditures related to improvements at our College Point, N.Y., printing and distribution facility and at a newsroom bureau, partially offset by lower expenditures at the Company Headquarters. The cash payments related to the capital expenditures totaled approximately $34 million and $29 million in 2025 and 2024, respectively, due to the timing of the payments. In 2026, we expect capital expenditures of approximately $51 million, which will be funded from cash on hand. The capital expenditures will be primarily driven by improvements in our Company Headquarters, expenditures related to our College Point, N.Y., printing and distribution facility, and investments in technology to support our strategic initiatives.
Third-Party Financing
On June 13, 2025, the Company entered into an amendment and restatement of its previous credit facility that, among other changes, increased the committed amount to $400.0 million and extended the maturity date to June 13, 2030 (as amended and restated, the "Credit Facility"). Certain of the Company's domestic subsidiaries have guaranteed the Company's obligations under the Credit Facility. Borrowings under the Credit Facility bear interest at specified rates based on our utilization and consolidated leverage ratio. The Credit Facility contains various customary affirmative and negative covenants. In addition, the Company is obligated to pay a quarterly unused commitment fee at an annual rate of 0.20%.
As of December 31, 2025, there were no borrowings and approximately $0.4 million in outstanding letters of credit, with the remaining committed amount available. As of December 31, 2025, the Company was in compliance with the financial covenants contained in the Credit Facility. See Note 10 of the Notes to the Consolidated Financial Statements for information regarding the Credit Facility.
THE NEW YORK TIMES COMPANY - P. 49
Contractual Obligations
The information provided is based on management's best estimate and assumptions of our contractual obligations as of December 31, 2025. Actual payments in future periods may vary from those reflected in the table.
Payment due in
(In thousands) Total 2026
2027-2028
2029-2030
Later Years
Operating leases(1)
$ 55,173 $ 14,010 $ 21,578 $ 13,351 $ 6,234
Purchase commitments(2)
37,367 15,429 21,938 - -
Benefit plans(3)
376,374 42,136 83,683 82,956 167,599
Total $ 468,914 $ 71,575 $ 127,199 $ 96,307 $ 173,833
(1)See Note 16 of the Notes to the Consolidated Financial Statements for additional information related to our operating leases.
(2)Represents purchase commitments for the use of digital content delivery services from August 1, 2023, through July 31, 2028.
(3)The Company's general funding policy with respect to qualified pension plans is to contribute amounts to satisfy the greater of minimum funding or collective bargaining agreement requirements. Contributions for our qualified pension plans and future benefit payments for our unfunded pension and other postretirement benefit payments have been estimated over a 10-year period; therefore, the amounts included in the "Later Years" column only include payments for the period of 2031-2035. For our funded qualified pension plans, estimating funding depends on several variables, including the performance of the plans' investments, assumptions for discount rates, expected long-term rates of return on assets, rates of compensation increases (applicable only for the Guild-Times Adjustable Pension Plan that has not been frozen) and other factors. Thus, our actual contributions could vary substantially from these estimates. While benefit payments under these plans are expected to continue beyond 2035, we have included in this table only those benefit payments estimated over the next 10 years. Benefit plans in the table above also include estimated payments for multiemployer pension plan withdrawal liabilities. See Note 9 of the Notes to the Consolidated Financial Statements for additional information related to our pension and other postretirement benefits plans.
Other Liabilities - Otherin our Consolidated Balance Sheets include liabilities related to (1) deferred compensation, primarily related to our deferred executive compensation plan (the "DEC") and (2) various other liabilities, including our contingent tax liability for uncertain tax positions and contingent consideration. These liabilities are not included in the table above primarily because the timing of the future payments is not determinable. See Note 10 of the Notes to the Consolidated Financial Statements for additional information.
The DEC previously enabled certain eligible executives to elect to defer a portion of their compensation on a pre-tax basis. The deferred amounts are invested at the executives' election in various hypothetical investment options. The fair value of deferred compensation is based on the hypothetical investments elected by the executives. The fair value of deferred compensation was $11.7 million as of December 31, 2025. The DEC was frozen effective December 31, 2015, and no new contributions may be made into the plan. See Note 10 of the Notes to the Consolidated Financial Statements for additional information on Other Liabilities - Other.
Our liability for uncertain tax positions was approximately $4 million, including approximately $0.4 million of accrued interest as of December 31, 2025. Until formal resolutions are reached between the Company and the taxing authorities, determining the timing and amount of possible audit settlements relating to uncertain tax positions is not practicable. Therefore, we do not include this obligation in the table of contractual obligations. See Note 11 of the Notes to the Consolidated Financial Statements for additional information regarding income taxes.
We have a contract through the end of 2027 with Domtar Corporation, a large global manufacturer and distributor of paper, market pulp and wood products. The contract requires the Company to purchase annually 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.
P. 50 - THE NEW YORK TIMES COMPANY
CRITICAL ACCOUNTING ESTIMATES
Our Consolidated Financial Statements are prepared in accordance with GAAP. The preparation of these financial statements requires management to make estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements for the periods presented.
We continually evaluate the policies and estimates we use to prepare our Consolidated Financial Statements. In general, management's estimates are based on historical experience, information from third-party professionals and various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results may differ from those estimates made by management.
Our critical accounting estimates include our accounting for goodwill and intangibles, retirement benefits and revenue recognition. Specific risks related to our critical accounting estimates are discussed below. For a description of our related accounting policies, see Note 2 of the Notes to the Consolidated Financial Statements.
Goodwill
We evaluate whether there has been an impairment of goodwill on an annual basis or in an interim period if certain circumstances indicate that a possible impairment may exist.
(In thousands) December 31, 2025 December 31, 2024
Goodwill $ 409,212 $ 412,173
Total assets $ 2,997,090 $ 2,841,479
Percentage of goodwill to total assets 14 % 15 %
The impairment analysis is considered a critical accounting estimate because of the significance of goodwill to our Consolidated Balance Sheets.
We test goodwill for impairment at a reporting unit level. We have an option to 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 elect to bypass the qualitative assessment or if the qualitative assessment indicates that it is more likely than not that the fair value of a reporting unit is less than its carrying value, then we are required to perform a quantitative assessment for impairment by comparing 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.
When performing a quantitative assessment for goodwill, the discounted cash flow model 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 and discount rates. The starting point for the assumptions used in our discounted cash flow model 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. Our estimates of fair value are sensitive to changes in all of these variables, certain of which relate to broader macroeconomic conditions outside our control.
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 and 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 2025 annual impairment testing, based on our qualitative assessment, we concluded that goodwill is not impaired.
THE NEW YORK TIMES COMPANY - P. 51
Pension Benefits
We sponsor a frozen single-employer defined benefit pension plan. The Company and The NewsGuild of New York (the "Guild") jointly sponsor the Guild-Times Adjustable Pension Plan (the "APP"), which continues to accrue active benefits. Our pension liability also includes our multiemployer pension plan withdrawal obligations.
The table below includes the liability for all of our pension plans.
(In thousands) December 31, 2025 December 31, 2024
Pension liabilities (includes current portion) $ 225,863 $ 228,040
Total liabilities $ 955,727 $ 914,270
Percentage of pension liabilities to total liabilities 24 % 25 %
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.
The funded status of our qualified and non-qualified pension plans as of December 31, 2025, is as follows:
December 31, 2025
(In thousands) Qualified Plans Non-Qualified Plans All Plans
Pension obligation $ 1,016,379 $ 166,097 $ 1,182,476
Fair value of plan assets 1,092,315 - 1,092,315
Pension asset/(obligation), net $ 75,936 $ (166,097) $ (90,161)
We made contributions of approximately $13 million to the APP in 2025. We expect contributions made to satisfy the greater of minimum funding or collective bargaining agreement requirements to total approximately $14 million in 2026.
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 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 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 5.60% at the beginning of 2025. Our plan assets had an average rate of return of approximately 9.55% in 2025 and an average annual return of approximately 6.79% over the three-year period 2023-2025. We regularly review our actual asset allocation and periodically rebalance our investments to meet our investment strategy.
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.
P. 52 - THE NEW YORK TIMES COMPANY
Based on the composition of our assets at the end of the year, we estimated our 2026 expected long-term rate of return to be 5.80%. If we had decreased our expected long-term rate of return on our plan assets by 50 basis points in 2025, pension expense would have increased by approximately $5 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 5.45% for our qualified plans and 5.25% for our non-qualified plans as of December 31, 2025.
If we had decreased the expected discount rate by 50 basis points for our qualified plans and our non-qualified plans in 2025, pension expense would have increased by approximately $0.3 million and our pension obligation would have increased by approximately $55 million as of December 31, 2025.
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 $60 million as of December 31, 2025. This liability represents the present value of the obligations related to complete and partial withdrawals that have already occurred.
See Note 9 of the Notes to the Consolidated Financial Statements for additional information regarding our pension plans.
Revenue Recognition
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.
RECENT ACCOUNTING PRONOUNCEMENTS
See Note 2 of the Notes to the Consolidated Financial Statements for information regarding recent accounting pronouncements.
THE NEW YORK TIMES COMPANY - P. 53
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