The New York Times Companies Supplemental...

83119675.8 May 1, 2013

The New York Times Companies Supplemental Retirement and Investment Plan

Summary Plan Description and Prospectus

January 1, 2011

This prospectus covers up to 5,500,000 shares of Class A Common Stock, $.10 par value, of The

New York Times Company issuable pursuant to the terms of The New York Times Companies

Supplemental Retirement and Investment Plan (the “SRIP” or the “Plan”). Our shares are

traded on the New York Stock Exchange under the symbol “NYT”. This prospectus also covers

an indeterminate number of plan interests under the Plan. We suggest that you retain this

prospectus for future reference. This prospectus describes the material terms of the Plan for

your information.

This document constitutes part of a prospectus statement covering securities that have been

registered under the Securities Act of 1933.

The date of this Prospectus is July 29, 2011.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE

SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES

COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY

STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY

OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL

OFFENSE.

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Table of Contents

Supplemental Retirement and Investment Plan (SRIP) ................................................................................................ 1 SRIP’s Key Features ................................................................................................................................................ 2 Definitions of Terms ................................................................................................................................................ 3

Eligibility ...................................................................................................................................................................... 6 You Are Eligible if… ............................................................................................................................................... 6

Participating in SRIP .................................................................................................................................................... 7 Enrolling for the First Time ...................................................................................................................................... 7

Re-enrolling .......................................................................................................................................................... 7 If You Lose Your Eligibility ................................................................................................................................ 8

Designating a Beneficiary ........................................................................................................................................ 9 Changing Your Beneficiary .................................................................................................................................. 9 If You Do Not Name a Beneficiary ...................................................................................................................... 9

Contributions to SRIP ............................................................................................................................................ 10 Matched Contributions ....................................................................................................................................... 10 Unmatched Contributions ................................................................................................................................... 10 Catch-Up Contributions ..................................................................................................................................... 10 Company Transfer Contributions ....................................................................................................................... 10 Company Safe Harbor Matching Contributions ................................................................................................. 11 Employer Basic Contributions ........................................................................................................................... 12 Before-Tax, Roth and After-Tax Contributions ................................................................................................. 12 IRS Limitations Applicable to All Participants .................................................................................................. 13 Changing Your Contributions ............................................................................................................................ 14 Rollover Contributions ....................................................................................................................................... 14 ―Top-Heavy‖ Provision ...................................................................................................................................... 15

Investing in SRIP Funds ......................................................................................................................................... 16 You Decide How to Invest your Contributions .................................................................................................. 16 Changing Investments ........................................................................................................................................ 18 Your Account ..................................................................................................................................................... 19 Managing Your Account .................................................................................................................................... 19 Personal Account Statements ............................................................................................................................. 20

Loans and Withdrawals .......................................................................................................................................... 21 Loans .................................................................................................................................................................. 21 Requesting a Loan .............................................................................................................................................. 21 Loan Interest and Fees ........................................................................................................................................ 21 Loan Repayment ................................................................................................................................................. 22 Repayment during an Approved Leave of Absence ........................................................................................... 22 Repayment during a Military Leave of Absence ................................................................................................ 23 Repayment upon Separation from the Company ................................................................................................ 23 Repayment upon Retirement .............................................................................................................................. 23 Death .................................................................................................................................................................. 23 Deductibility of Loan Interest ............................................................................................................................ 24 Loan Administrator ............................................................................................................................................ 24 Withdrawals ........................................................................................................................................................ 24 In-Service Withdrawals ...................................................................................................................................... 24 Hardship Withdrawals ........................................................................................................................................ 26 Qualified Reservist Distribution ......................................................................................................................... 27 Recordkeeper ...................................................................................................................................................... 27

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Vesting of Your Account ....................................................................................................................................... 28 Re-employment .................................................................................................................................................. 28 Reinstatement of Forfeitures for Rehired Employees ........................................................................................ 29

Payment of Your SRIP Account............................................................................................................................. 30 Methods of Payment ........................................................................................................................................... 30 Timing of Payment ............................................................................................................................................. 31 Minimum Distribution ........................................................................................................................................ 31

Taxation of SRIP Distributions and Withdrawals .................................................................................................. 32 Circumstances that May Limit Your Benefits or Cause a Loss of Benefits ........................................................... 33 Qualified Domestic Relations Order ...................................................................................................................... 33 Future of the Plan ................................................................................................................................................... 33 Claim Denial and Appeal ....................................................................................................................................... 34 Your Rights Under ERISA ..................................................................................................................................... 35

Receive Information About Your Plan and Benefits .......................................................................................... 35 Prudent Actions by Plan Fiduciaries .................................................................................................................. 35 Enforce Your Rights ........................................................................................................................................... 35 Assistance with Your Questions ......................................................................................................................... 36

Securities Offered Under the Plan .......................................................................................................................... 37 Where You Can Find More Information ................................................................................................................ 38

General Administrative Information .......................................................................................................................... 39 Plan Administration ............................................................................................................................................ 39 Employer Identification Number ........................................................................................................................ 39 Plan Number ....................................................................................................................................................... 39 Agent for Service of Legal Process .................................................................................................................... 39 Plan Trustee ........................................................................................................................................................ 39 Plan Records ....................................................................................................................................................... 39 Recordkeeper ...................................................................................................................................................... 39 Vanguard Plan Number ...................................................................................................................................... 40 Type of Plan ....................................................................................................................................................... 40

A Final Note ........................................................................................................................................................... 40 APPENDIX A ........................................................................................................................................................ 41

Supplemental Retirement and Investment Plan

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Supplemental Retirement and Investment Plan (SRIP) The New York Times Companies Supplemental Retirement and Investment Plan (SRIP) is designed to

assist you with long-term savings for your retirement. This Plan covers non-union employees of The

New York Times Company and certain of its participating affiliates. To obtain a list of participating

affiliates, please contact the Plan Administrator. This is a Summary Plan Description intended to comply

with the reporting and disclosure provisions under the Employee Retirement Income Security Act of 1974

(ERISA) and constitutes a prospectus covering securities that have been registered under the Securities

Act of 1933.

Certain terms in this prospectus are capitalized. These terms have specific meanings and are defined in

the section below entitled ―Definitions of Terms‖.

The information about the Plan in this prospectus is only applicable beginning on January 1, 2011.

You should only rely on the information incorporated by reference or provided in this prospectus. The

New York Times Company has authorized no one to provide you with different information. You should

not assume that the information in this prospectus is accurate as of any date other than the date on the

front page of the prospectus. The New York Times Company may update information with respect to the

Plan by providing appendices to this prospectus. You are urged to retain this prospectus for future

reference.

This prospectus summarizes the important provisions of the Plan and is qualified in its entirety by

reference to the Plan. The formal Plan document, as amended from time to time, will govern if there is a

conflict between the description of the Plan contained in this prospectus and the Plan document.

The New York Times Company intends to continue the Plan indefinitely. However, it reserves the right

to modify, change, revise, amend or terminate the Plan at any time.

Statements in this prospectus regarding the Federal income and excise tax consequences of participating

in the Plan, particularly those regarding distributions, are intended only as summaries. Because the

provisions of the tax laws are technical and subject to amendment and varying interpretations, and

because the application of the tax laws may vary in individual cases, these statements can only be very

general in nature. The implications of state and local income tax provisions, and Federal, state and local

estate taxes are not addressed in this prospectus. You should seek professional tax advice regarding these

matters.


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SRIP’s Key Features

Subject to certain Internal Revenue Service restrictions, SRIP offers you the following advantages:

The Plan offers immediate eligibility for savings to those who are scheduled to work at least 27

hours per week. (Employees who are scheduled to work less than 27 hours per week must earn a

year of Eligibility Service before they may participate.)

You can save up to 75% of your Earnings each year through convenient payroll deductions on a

before-tax basis, an after-tax basis, or a Roth after-tax basis or a combination of the three.

For every dollar you save, up to 6% of your Earnings, the Company matches your savings at the

following rates:

a. 100% of the amount of your Before-Tax Contributions, After-Tax Contributions,

Catch-Up Contributions and/or Roth Contributions that do not exceed 3% of your

Earnings for the Plan Year, plus

b. 75% of the amount of your Before-Tax Contributions, After-Tax Contributions,

Catch-Up Contributions and/or Roth Contributions that do not exceed the next 2% of

your Earnings for the Plan Year, plus

c. 50% of the amount of your Before-Tax Contributions, After-Tax Contributions,

Catch-Up Contributions and/or Roth Contributions that do not exceed the next 1% of

your Earnings for the Plan Year.

You decide how your savings and Company contributions are invested by allocating your account

among a choice of professionally managed funds.

You can change how much you save each month.

You can change how your savings are invested at any time.

You defer paying federal (and in some cases, state and local) taxes on your before-tax savings,

Company contributions and all investment earnings until they are withdrawn from the Plan.

You can take a loan from your SRIP account for any reason. You may also be able to withdraw

from your account while you are still working.

Your vested account is payable upon retirement, disability, death or termination of employment.


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Definitions of Terms

Some important terms are defined in this section—and are capitalized throughout this Plan summary.

Whenever the term ―SRIP‖ is used in this Plan summary, it refers to this Plan. When the term ―Plan‖ is

used in this summary, it refers to SRIP.

After-Tax Contributions means the percentage of your Earnings, up to 75%, that you elect to have the

Company contribute to the Plan on your behalf on an after-tax basis. Up to the first 6% of your aggregate

contributions, whether Before-Tax, After-Tax, or Roth Contributions are eligible for the Employer Safe

Harbor Matching Contribution.

Before-Tax Contributions means the percentage of your Earnings, up to 75%, that you elect to have the

Company contribute to the Plan on your behalf on a pre-tax basis. Up to the first 6% of your aggregate

contributions, whether Before-Tax, After-Tax, or Roth Contributions are eligible for the Employer Safe

Harbor Matching Contribution.

Beneficiary means the person you choose (except as stipulated under a Qualified Domestic Relations

Order) to receive the vested value of your account in the event of your death. If you are married, your

spouse is automatically your Beneficiary. You can name a different Beneficiary only if your spouse

provides written, notarized consent.

Break in Service for vesting purposes means a period of interruption of your employment of at least 12

consecutive months. If you are absent from work for any approved leave of absence, including Maternity

or Paternity Reasons, the 12-consecutive month period beginning on the first anniversary of the first date

of such absence does not constitute a Break in Service for vesting purposes. For eligibility purposes, a

Break in Service means any Plan Year during which you did not complete more than 500 Hours of

Service.

A Break in Service does not occur for up to two years if you are on an approved leave of absence.

Additionally, it does not occur when you are on approved temporary absences due to holidays, vacation

periods, and short term disability. A Break in Service also does not occur for as long as you are on a

military leave – provided that, after you are discharged, you return to work within the greater of three

months or the period established by law.

Catch Up Contributions mean additional Before-Tax Contributions and/or Roth Contributions you may

be eligible to make if you are at least age 50 during the Plan Year.

Earnings means your regular salary or wages each year (including vacation pay, sick pay other than

amounts paid under a Company-sponsored Long-Term Disability Plan, regular sales bonuses and sales

commissions, and bonuses in lieu of salary increases) up to a maximum amount limited by the Internal

Revenue Code, subject to an annual adjustment ($245,000 in 2011). Earnings are calculated before any

deductions, such as contributions for participation in the Company’s Flexible Benefits Program, including

contributions to the Health Care or Day Care Spending Account plans. They do not include other

bonuses, overtime or any other extra compensation or deferred compensation.

For purposes of determining your Employer Basic Contributions, Earnings means your regular cash

compensation, including base salary, bonuses and sales commissions but excluding overtime pay, and

other additional compensation, or any contribution to this or any other pension, profit-sharing, stock

bonus or other plan of compensation.

Employer Basic Contributions mean Company contributions equal to three (3) percent of your Earnings

which are made to those Employees who complete a Year of Eligibility Service and become a Participant

for purposes of receiving the Employer Basic Contribution as of the first of the month coincident with or

following completion of a Year of Eligibility Service. You must be employed on the December 31st of a

year following the date you become a Participant for purposes of receiving the Employer Basic


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Contribution, or terminate employment prior to the last day of the Plan Year on account of death,

disability or retirement, to be allocated the Employer Basic Contribution.

Employer Safe Harbor Matching Contributions mean Company contributions made to your account

on the first 6% of Before-Tax Contributions, After-Tax Contributions, Roth Contributions and or Catch-

Up Contributions that you elect to make to SRIP.

Highly Compensated Employee means an Employee who at any time during the Plan Year or the

preceding year was a more than 5% owner of the Employer or for the preceding year had Compensation in

excess of $110,000 (as of 2011, and as adjusted by the Commissioner of Internal Revenue for the relevant

year).

Hour(s) of Service are used to determine eligibility service. It means any hour for which you are paid or

entitled to be paid for performing services for the Company. It also includes each hour during which you

do not perform job-related duties, but are entitled to payment by the Company due to vacation, holiday,

illness, disability, layoff, jury duty, military duty, and leave of absence, but not more than 501 Hours of

Service can be given for any such single continuous period. An Hour of Service is also credited for each

hour for which back pay is awarded or agreed to by the Company, provided the hour has not been credited

previously.

An Hour of Service does not include any period during which you perform no duty and receive payments

solely for the purpose of reimbursement of medical expenses incurred by you or for the purpose of

complying with unemployment compensation, workers’ compensation, or disability insurance law.

Maternity or Paternity Reasons mean an absence (1) because of your pregnancy; (2) because of the

birth of your Child; (3) because of the placement of a Child for adoption by you; or (4) to care for your

Child immediately following birth or adoption.

Period of Service generally means your employment with the Company. Your period of service begins

on your date of hire (or re-hire) and ends on the date a Period of Severance begins.

Period of Severance is a continuous period of time during which you are not employed by the Company

or an affiliate of the Company. The period begins on the date you quit, retire, or are discharged or, if

earlier, the 12-month anniversary of the date on which you were otherwise first absent from service.

Plan Year means the calendar year.

Rollover Contribution means the permissible deposit of amounts from other qualified plans to your

account in this Plan.

Roth Contributions means contributions made by you on an after-tax basis (including Catch-Up

Contributions designated as Roth Contributions), which are irrevocably designated by you as Roth

Contributions, which are separately accounted for, and which are made in lieu of the Before-Tax

contributions to the Plan.

Year of Eligibility Service is used to determine your eligibility to participate in SRIP if you are

scheduled to work less than 27 hours a week, and is used to determine your eligibility to receive the

Employer Basic Contribution. A Year of Eligibility Service means the first 12-consecutive month period

beginning on the date you first perform an Hour of Service during which you complete a total of at least

1,000 Hours of Service or, if you did not complete 1,000 Hours of Service during that period, the first

Plan Year during which you complete a total of at least 1,000 Hours of Service.

Year of Vesting Service is used to determine the nonforfeitable (vested) portion of the Company

Matching Contributions made prior to January 1, 2009 and the Employer Basic Contributions made after

January 1, 2009. A Year of Vesting Service means each 12-month Period of Service. You will receive

credit for the aggregate of all time periods beginning with your employment or reemployment dates and

ending on the date a Period of Severance begins.


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If you were earning Vesting Service immediately before an absence for the following reasons you will

continue to earn Vesting Service and not incur a Period of Severance:

Absence because of service in the military forces of the United States, provided you return to the

Company while your reemployment rights are protected by law;

Periods of layoff for lack of work for two weeks or less;

Periods of approved paid or unpaid leaves of absence for up to two years; and

Temporary absences because of disability, holidays, or vacation.

During these absences you will be credited a Period of Service approximately equal to what you would

have accrued based on your regular work period prior to the Period of Severance. If you do not return to

work, you will be considered to have terminated employment as of the end of the permitted length of the

absence.


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Eligibility

You Are Eligible if…

If you are a non-union employee of The New York Times Company or a participating affiliate and are

scheduled to work at least 27 hours per week when you are hired, you are eligible to participate in SRIP

as of the first day of the month following the month in which you are hired. You may make After-Tax

Contributions, Before-Tax Contributions, Roth Contributions and/or Catch-Up Contributions as well as a

Rollover Contribution from other qualified plans.

If you are a non-union employee and are not scheduled to work at least 27 hours per week when you are

hired, you are eligible to participate in SRIP as of the first day of the month coincident with or next

following the month in which you complete one Year of Eligibility Service. However, even if you have

not completed one Year of Eligibility Service, you may make a Rollover Contribution from other

qualified plans at any time. If your scheduled hours increase to 27 per week or more within your first

year of employment, you will be eligible to participate in SRIP beginning as of the first of the month

following the change in your scheduled hours.

If you are a non-union employee of The New York Times Company or a participating affiliate, you are

eligible to receive Employer Basic Contributions as of the first day of the month coincident with or next

following the month in which you complete one Year of Eligibility Service.

You are not eligible to participate in SRIP if:

You are a leased employee or otherwise not classified as an ―employee‖ by the Company;

You are covered by a collectively bargaining agreement that does not provide for participation in

this Plan;

You are scheduled to work less than 27 hours per week when hired and you never complete a Year

of Eligibility Service; or

You are a temporary employee hired to work for a period of less than one year, unless you become

eligible because you have completed one Year of Eligibility Service.


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Participating in SRIP

Enrolling for the First Time

Enrolling in SRIP is entirely voluntary. If you are a new hire, Vanguard will send you a notice that you are

eligible to participate. The notification includes the URL for electronic enrollment at http://nyt.vanguard-

education.com/srip. If you do not enroll when you are first eligible, to begin contributing to the Plan, you

should contact Vanguard by calling (800) 523-1188 or by going online to www.vanguard.com. To register

for online access you will need your Social Security number, birth date, zip code, and plan number noted in

your enrollment kit (Plan number 019583).

When you enroll, you will:

specify the type of contributions you want made — After-Tax Contributions, Before-Tax

Contributions, and Roth Contributions, or any combination of the foregoing;

indicate the After-Tax Contribution, Before-Tax Contribution, and Roth Contribution rate(s) you are

electing;

select your investment choices and the percentage of savings you want allocated to each investment

choice;

authorize the Company to make automatic deductions from your pay each pay period and deposit the

deducted amounts in your SRIP account; and

designate a beneficiary.

Vanguard is your single source for enrollment.

Call (800)523-1188 or go online to www.vanguard.com.

Your participation in the Plan begins on the first day of the following month, provided you enroll through

Vanguard by the 20th day of the current month. If you enroll after the 20th of the month, participation will

begin as of the first payroll period of the next following month. Your election continues in effect from year

to year until you make a change.

After your initial enrollment, you may change your contribution rate and your After-Tax, Before-Tax, and/or

Roth Contribution elections as of the first day of any calendar month, and you may change your investment

choices at any time. Detailed information about making changes is included in the sections ―Contributions to

SRIP‖ beginning on page 10, and ―Investing in SRIP Funds‖ beginning on page 16.

Re-enrolling

There may be times when you have stopped contributing to SRIP, and then wish to re-enroll.

Depending on your situation, you may re-enroll as follows:

If you stopped contributing voluntarily and wish to resume saving, you may re-enroll at any time. Call

Vanguard at (800) 523-1188 or go online to www.vanguard.com. Your change will be effective the

first payroll of the following month, provided Vanguard is contacted by the 20th day of the current

month. Otherwise, contributions will become effective the first payroll of the next following month.

If your contributions were suspended because you took a withdrawal from your account, your

contributions will be automatically reinstated after the period of suspension.


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If you terminate employment with the Company and are later rehired, you may re-enroll immediately

if you participated or were eligible to participate in the Plan during your previous employment period.

Payroll deductions will begin as of the first day of the first payroll period of the next month, provided

you contact Vanguard by the 20th day of the current month. If you contact Vanguard later,

participation will begin as of the first payroll period of the next following month.

If you participate in SRIP and are transferred to a new location or affiliated company that offers SRIP,

your contributions will be continued with no effect on your Plan participation.

If You Lose Your Eligibility

If you transfer to an affiliated company that does not participate in the Plan or your employee status changes

to one that is not eligible to participate in the Plan, you may not make further contributions. A transfer does

not entitle you to a distribution of your account. Your account will remain in the Plan and you have the right

to make investment changes. You may continue to be eligible to make withdrawals and loans from your

SRIP account. Your account is otherwise payable at termination, retirement, disability or death.


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Designating a Beneficiary

Your Beneficiary is the person, organization, or trust who receives a Plan benefit in the event of your death.

When you enroll in the Plan, you should designate a Beneficiary in order to have your account distributed

according to your wishes. Your enrollment kit contains a Beneficiary designation form or you may call

Employee Services at (800) 900-8698 or Vanguard (800) 523-1188 to request one. You must complete and

return a Beneficiary form to Employee Services for this Plan, even if you have named a beneficiary for other

benefit plans.

Any new or changed Beneficiary designation must be in writing and will be effective only upon receipt by

the Company prior to your death.

Different rules apply depending on your marital status:

If you are not married, you can name anyone you want as Beneficiary.

If you are married, your spouse is automatically your Beneficiary by law, unless a Qualified

Domestic Relations Order (QDRO) designates another Beneficiary.

If you want to name someone other than your spouse as Beneficiary and there is no QDRO in effect, your

spouse must provide written, notarized consent to your designation. A spouse’s consent is irrevocable with

regard to that designated Beneficiary.

Changing Your Beneficiary

Subject to spousal consent if you are married, you can change your Beneficiary designation at any time

provided there is no QDRO in effect. If you wish to make a change, contact Employee Services at (800)

900-8698 or Vanguard at (800) 523-1188 for the appropriate form. Be sure to review your current

Beneficiary designation periodically, especially when you have a Life Event, such as following a birth, death,

marriage or divorce. Return the completed form to Employee Services.

If You Do Not Name a Beneficiary

If you do not name a Beneficiary, or if your designated Beneficiary predeceases you and you have not

designated another, in the event of your death your account will be divided and paid in equal shares to each

member of the first class in the order listed below in which there is an eligible person who survives you:

(1) Spouse; (2) Child(ren); (3) Parent(s); (4) Brother(s) and sister(s); (5) your estate.


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Contributions to SRIP

This section describes each type of contribution that may be part of your SRIP account.

Generally, you may save from 1% to 75% of your Earnings, in any whole percentage—subject to Internal

Revenue Service (IRS) limitations described on page 13.

After-Tax Contributions, Before-Tax Contributions, and/or Roth Contributions will continue to be deducted

from your pay until you change or stop them. The amount of your contributions will increase or decrease as

your rate of Earnings increases or decreases. Beginning in the Plan Year you attain age 50, you are eligible

to make additional Before-Tax Contributions or Roth Contributions called Catch-Up Contributions.

Matched Contributions

You can elect to contribute any whole percentage up to 6% of your Earnings as Before-Tax Contributions,

After-Tax Contributions or Roth Contributions. These contributions are made through automatic payroll

deductions each pay period and are subject to the Company Safe Harbor Matching Contributions.

Unmatched Contributions

If you have made contributions to the Plan of up to 6% of your Earnings, you can contribute additional

Earnings as Before-Tax Contributions, After-Tax Contributions, and/or Roth Contributions in any whole

percentages, up to 75% of your Earnings. Like matched contributions, these additional contributions are

made automatically through payroll deductions each pay period.

Catch-Up Contributions

Participants who are age 50 or more during the Plan Year may defer an additional amount of Before-Tax

Contributions or Roth Contributions in excess of the IRS imposed limit on Before-Tax Contributions

($16,500 in 2011). This additional amount is $5,500 per year, and will be indexed for inflation each year in

$500 increments. This means that if in 2011 you are contributing $16,500 on a before-tax basis or Roth

basis, the maximum amount allowed, you may contribute up to $5,500 more in Before-Tax Catch-Up

Contributions, or Roth Catch-Up Contributions, or any combination of them.

Catch-Up Contributions will be credited to your account and be invested with your other contributions.

Because they are a part of your account they are available for loans and withdrawals. Contact Vanguard at

(800) 523-1188 or by going online to www.vanguard.com to elect Catch-Up Contributions.

Company Transfer Contributions

Company Contributions which were made to another plan and transferred to SRIP will be preserved within a

separate account. The type of contributions, i.e., before-tax, after-tax, or employer contributions will also be

preserved. Rollover Contributions are not considered Company Contributions.


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Company Safe Harbor Matching Contributions

The Company contributes a Safe Harbor Matching Contribution based on your contributions up to 6% of

your Earnings as follows:

(i) $1.00 for each dollar contributed to the Plan as a Before-Tax Contribution, an After-

Tax Contribution, Catch-Up Contribution and/or a Roth Contribution up to 3% of your

Earnings, plus

(ii) $0.75 for each dollar contributed to the Plan as a Before-Tax Contribution, an After-

Tax Contribution, Catch-Up Contribution and/or a Roth Contribution up to the next 2% of

your Earnings, plus

(iii) $0.50 for each dollar contributed to the Plan as a Before-Tax Contribution, an After-

Tax Contribution, Catch-Up Contribution and/or a Roth Contribution up to the next 1% of

your Earnings for the Plan Year.

The Company does not match Rollover Contributions.

For example, assume you earn $30,000 and save 10% of your Earnings each payroll period as a Before-Tax

Contribution. Total contributions to your SRIP account would be calculated as follows:

Your Before-Tax Contributions would be $3,000 (10% of $30,000). Of this $3,000, only $1,800 or 6% of

$30,000 is eligible for the Safe Harbor Matching Contribution. You would then need to calculate 3% of your

Earnings, 2% of your Earnings and 1% of your Earnings to determine each level of match.

3% of your Earnings is $900 and the match is dollar for dollar or $900;

2% of your Earnings is $600 and the match is $0.75 on the dollar or $450; and

1% of your Earnings is $300 and the match is $0.50 on the dollar or $150.

The total match allocated to your account with respect to the first 6% of Earnings you

contributed would be $1,500.

Since in this example, you contributed more than the amount that is matched, i.e. 6%, an

easier way to calculate the Safe Harbor Matching Contribution, is to multiply your Earnings

by 5%.

The Company Safe Harbor Matching Contribution is made in two parts. Each payroll period you will

receive the cash equal to 60% of the Company Safe Harbor Matching Contribution. The remaining 40% of

each dollar of Company Safe Harbor Matching Contribution will be credited to your account as a stock

match semi-annually on June 30th and December 31st of each year. The stock match will be allocated to

your account as units of the Company Stock Fund based on the price of the Company Stock Fund on the date

of allocation. You will be allocated the semi-annual stock match regardless of whether you are still

employed by the Company on the allocation date.

Effective December 1, 2011, the stock match will be allocated on a quarterly basis. The allocation of units of

the Company Stock Fund to your account will be based on the price of the Company Stock Fund on the 5th

business day preceding the last day of the calendar quarter. The December 31, 2011 stock match will include

the Company Safe Harbor Matching Contribution that you earned during the third and fourth quarters of

2011.


12 83119675.8 May 1, 2013

Employer Basic Contributions

You will become eligible for the Employer Basic Contribution as of the first day of the month after you have

completed a Year of Eligibility Service. If you are eligible for an Employer Basic Contribution, the Company

will contribute to your SRIP account an amount equal to three (3) percent of your Earnings; provided you are

employed on the last day of the Plan Year or terminate employment prior to the last day of the Plan Year on

account of death, disability, or retirement. Employer Basic Contributions are made annually after the end of

each Plan Year.

Before-Tax, Roth and After-Tax Contributions

Once you decide how much you want to save, you must decide whether to save on a Before-Tax basis, Roth

basis or After-Tax basis, or a combination of all.

Before-Tax Contributions, including Catch-Up Contributions Before-Tax Contributions are deducted from your Earnings before your federal taxes are calculated. As a

result, your current taxable income is reduced and the amount of your federal income taxes withheld will be

less. In addition, many (but not all) states and localities recognize this reduced income for purposes of

calculating state and local taxes.

You may contribute up to 75% of Earnings on a Before-Tax basis to SRIP, subject to IRS annual limits for

the calendar year ($16,500 for 2011). If you elect to make Before-Tax Contributions and contribute the

maximum Before-Tax Contribution amount permitted by the IRS limits for the calendar year, your Before-

Tax Contribution election shall automatically be converted to an election to continue contributing at the same

rate on an After-Tax Contribution basis. This election will continue until you elect to either change your

deferral percentage or stop contributing to the Plan. If, however, you are eligible to make Catch-Up

Contributions, and you contribute the maximum Before-Tax Contribution amount permitted under the IRS

limits, your Before-Tax election shall automatically continue until you have contributed the maximum

Catch-up Contribution amount for the calendar year ($5,500 for 2011), at which time your Before-Tax

Contribution election shall be converted to an election to continue contributing at the same rate on an After-

Tax Contribution basis. This election will continue until you elect to either change your deferral percentage

or stop contributing to the Plan.

Impact on Other Benefits Before-Tax Contributions reduce your federal taxable income — that is, they are not included as taxable

income on your W-2 federal earnings statement. However, they do not reduce your Base Annual Salary for

purposes of determining your Company-provided benefits such as life insurance, disability benefits or, based

on current law, your retirement income.

Roth Contributions including Roth Catch-Up Contributions You may also make Roth Contributions. The combination of your Before-Tax Contributions and Roth

Contributions for the calendar year is subject to the IRS annual limit ($16,500 for 2011). Roth Contributions

are deducted from your Earnings after federal income, Social Security, state and local taxes are withheld so

these contributions are reported as part of your W-2 taxable earnings for the year. Saving on an after-tax

basis does not affect your current income taxes. The special feature about Roth Contributions is that if your

Roth Contributions are in your SRIP account for a minimum of five (5) years, and you have attained least

age 59½, your Roth Contributions and any accumulated earnings are tax free when withdrawn or distributed.

If you elect to make Roth Contributions and contribute the maximum Before-Tax/Roth Contribution amount

permitted by the IRS limits for the calendar year ($16,500 for 2011), your Roth Contribution election shall


13 83119675.8 May 1, 2013

automatically be converted to an election to continue contributing at the same rate on an After-Tax

Contribution basis. This election will continue until you elect to either change your deferral percentage or

stop contributing to the Plan. If, however, you are eligible to make Catch-Up Contributions, and you

contribute the maximum Before-Tax/Roth Contribution amount permitted under the IRS limits, your Roth

election shall automatically continue until you have contributed the maximum Catch-up Contribution amount

for the calendar year ($5,500 for 2011), at which time your Roth Contribution election shall be converted to

an election to continue contributing at the same rate on an After-Tax Contribution basis. This election will

continue until you elect to either change your deferral percentage or stop contributing to the Plan.

Voluntary After-Tax Contributions You may also make voluntary After-Tax Contributions. Voluntary After-Tax Contributions are deducted

from your Earnings after federal income, Social Security, state and local taxes are withheld so these

contributions are reported as part of your W-2 taxable earnings for the year. Saving on an after-tax basis

does not affect your current income taxes. In addition, Highly Compensated Employees may be restricted

from saving above a certain amount of voluntary After-Tax Contributions in order for the Plan to comply

with federal regulations. If you are affected by this limit, you will be notified.

Understanding Before-Tax Contributions

Although there are withdrawal restrictions and IRS penalties on withdrawals of Before-

Tax Contributions, there are significant advantages to making Before-Tax Contributions.

Before-Tax Contributions are deducted before your federal income tax is

calculated so they are not reported as part of your taxable W-2 federal earnings

for the year. Depending on the state in which you live, Before-Tax Contributions

may not be subject to state and/or local income taxes.

Before-Tax Contributions may make it more affordable to save because your

take-home pay will be higher than if you save the same amount on a Roth basis

or an after-tax basis.

Taxes are not due on your Before-Tax Contributions until you take them out of

the Plan. Generally, this is at retirement, when your personal income tax rate may

be lower.

Section 401(k) of the Internal Revenue Code allows the Plan to offer pre-tax

contributions. In exchange for these tax advantages, the Internal Revenue Service

regulations impose restrictions on when the elections must be made and under what

circumstances contributions may be withdrawn. All elections must be made prior to the

pay period in which you earn the compensation on which your contributions are based.

Unlike before-tax contributions to the Flexible Benefits Program, your SRIP

contributions are subject to Social Security taxes, so your Social Security disability or

retirement benefit will not be affected.

IRS Limitations Applicable to All Participants

There is an annual maximum on Before-Tax Contributions and Roth Contributions imposed by the Internal

Revenue Code that applies to all employees. This annual amount is adjusted from time to time by the Internal

Revenue Service. For 2011, this limit is $16,500. This limit includes any Before-Tax Contributions and Roth


14 83119675.8 May 1, 2013

Contributions you make to employer-sponsored qualified 401(k) plans, except Catch-Up Contributions.

Contact Vanguard at (800) 523-1188 or online at www.vanguard.com to find out this limit for any year.

If your Before-Tax Contributions plus Roth Contributions exceed this limit during the calendar year, the

excess will be continued on an after-tax basis. You can choose to change your deferral election by calling

Vanguard at (800) 523-1188 or by going online to www.vanguard.com. If choose to stop contributing, your

Safe Harbor Matching Contributions will stop once your Before-Tax Contributions plus Roth Contributions

reach the annual limit. With auto conversion, you will continue to contribute and receive a Safe Harbor

Matching Contribution on your After-Tax Contributions and, if eligible, Catch-Up Contributions (assuming

they Basic Contributions which are matched).

Limits are also imposed on the total annual additions (employee contributions, whether Before-Tax, Roth or

After-Tax, and Company contributions including Safe Harbor Matching Contributions and Employer Basic

Contributions) you are allowed to have for all qualified defined contribution plans, such as SRIP, sponsored

by a company in any year. This amount is adjusted from time to time by the IRS; for 2011 the amount is the

lesser of $49,000 or 100% of compensation. If you are affected, you will be notified.

Changing Your Contributions

You may change the percentage amount of Before-Tax Contributions, After-Tax Contributions, Roth

Contributions, once a month by contacting Vanguard at (800) 523-1188 or going online to

www.vanguard.com.

If you choose to stop your contributions, you can choose to have contributions begin again at any time by

contacting Vanguard.

Contribution changes that are recorded by Vanguard by the 20th of the month will become effective as of the

first day of the following month. Otherwise, they will become effective as of the first day of the next

following month.

If you have made a hardship withdrawal of Before-Tax Contributions and/or Roth Contributions, from your

account as described on page 26, all contributions to your account will be suspended for a period of six

months. Contributions that remain in your account will continue to share in the investment results of the

fund(s) in which they are invested. When the suspension ends, contributions will resume automatically

based on your most current elections.

Rollover Contributions

If you have an account from another employer’s qualified retirement plan, including a Roth contribution

account, you may rollover all or a part of a distribution from the other employer’s qualified plan into SRIP.

You can make a Rollover Contribution by submitting a completed Qualified Rollover Form to Vanguard

along with the following supporting documents:

a summary plan description or a statement from the other employer’s plan administrator as to the

qualification of the plan from which you received the distribution

a copy of the original distribution statement

a copy of the original distribution check or check stub

The Plan will accept direct transfers from another qualified plan or rollovers from another qualified plan if it

is made within 60 days of the original distribution. Rollovers of Roth contributions will only be accepted as a

direct transfer.


15 83119675.8 May 1, 2013

“Top-Heavy” Provision

The IRS has certain rules intended to ensure that tax-qualified plans like SRIP are nondiscriminatory. A plan

that primarily favors ―key employees‖ – that is, owners, officers and highly compensated employees – is

considered by the IRS to be a ―top-heavy‖ plan. When a plan becomes top-heavy, special minimum benefit

rules become applicable. In the unlikely event that SRIP becomes top-heavy, you will be notified.


16 83119675.8 May 1, 2013

Investing in SRIP Funds

Your SRIP account is held in a trust fund to which your contributions and the Company contributions are

deposited. Your account will increase or decrease, depending on the investment results of the funds in which

you invest your account.

You Decide How to Invest your Contributions

When you enroll in SRIP, you decide how contributions to your account are invested. The decision you

make for your After-Tax Contributions, Before-Tax Contributions, and Roth Contributions also applies to

your Employer Basic Contributions. As discussed on page 11, the Safe Harbor Matching Contribution in

Company Stock on 40% of the amount you contribute from your Earnings, will be invested in the Company

Stock Fund.

After you receive the allocation to the Company Stock Fund, you are free to transfer all or a portion of your

investment in the Company Stock Fund to any other investment option available under the Plan at any time

(subject to certain restrictions on sales by executive officers or affiliates). See pg. 18. You can make a

separate investment election for each Rollover Contribution.

If you fail to make an election with respect to the investment of your account, your account will be invested

in the age-appropriate Target Retirement Fund based on your age at the time you are eligible to enroll.


17 83119675.8 May 1, 2013

SRIP contributions may be invested in one or more of the following investment options in 1% increments:

Fund Name Fund Type

Vanguard 500 Index Fund Investor Shares Domestic Stock Funds

Vanguard Asset Allocation Fund Balanced Funds (Stocks and Bonds)

DFA Emerging Markets Value Portfolio Class R2 International Stock Funds

Vanguard Capital Opportunity Fund Domestic Stock Funds

Dodge & Cox Income Fund Bond Funds

Dodge & Cox Stock Fund Domestic Stock Funds

Vanguard International Growth Fund International Stock Funds

Lord Abbett Small Cap Value Fund I Domestic Stock Funds

Prime Money Market Fund Short Term Reserves

Vanguard Retirement Savings Trust IV Short Term Reserves

Russell Equity I Fund Domestic Stock Funds

T. Rowe Price Blue Chip Growth Advisor Class Domestic Stock Funds

Vanguard Target Retirement Fund 2005 Balanced Funds (Stocks and Bonds)











Vanguard Target Retirement Income Fund Balanced Funds (Stocks and Bonds)

Company Stock Fund Common Stock of The New York Times

Company and short term reserves*

These funds have different investment objectives and carry different degrees of risk and potential reward.

Various measures of the historical performance of each fund is attached as Appendix A. For detailed

information about the investment funds, contact Vanguard at (800) 523-1188 or at www.vanguard.com.

The choice of investment funds may change from time to time, at the discretion of the Pension Investment

Committee. In the event there are changes, all Plan Participants will be notified.

Neither the Company, the Plan Trustee, the Pension Investment Committee nor the other Plan fiduciaries are

responsible for the investment choices you make or the investment losses that might occur from your

decisions. The Company does not guarantee investment results, the performance of these funds and is not

liable for any loss you might experience as a result of investment performance.

Since SRIP permits you to self-direct the investment of your account, the Plan is intended to comply with the

requirements of Section 404(c) of the ERISA, thereby relieving the Company, the Plan Trustee, the Pension


18 83119675.8 May 1, 2013

Investment Committee and other Plan fiduciaries Committee of liability for any losses that are the result of

your investment decisions.

The Company Stock Fund became available as an investment option effective June 30, 2009. The portion of

your Account invested in the Company Stock Fund (including Employer Safe Harbor Matching

Contributions allocated to the Company Stock Fund) can not exceed 10% of your total account balance,

which limitation will be implemented in accordance with procedures adopted by the Plan Administrator.

Each of the investment funds may have different investment objectives and risk associated with it. You

should review the fund prospectus for each fund for specific information about each one. You can obtain this

information from Vanguard by calling (800) 523-1188 or online at www.vanguard.com.

Investment Funds Management

All of the Target Retirement Funds and the Vanguard 500 Index Fund are managed and administered by

Vanguard.

The Dodge & Cox Income Fund and Dodge & Cox Stock Fund are managed by Dodge & Cox Funds, c/o

Boston Financial Data Services, P. O. Box 8422, Boston, MA 02266-8422.

The Russell Equity I Fund is managed by Frank Russell Trust Company, 1201 Pacific Avenue, Tacoma,

WA 98402.

The Lord Abbett Small-Cap Value Fund Class Y is managed by Lord, Abbett & Co., LLC, 90 Hudson

Street, Jersey City, NJ 07302.

The T. Rowe Price Blue Chip Growth Advisor Class is managed by T. Rowe Price , 100 East Pratt Street,

Baltimore MD 21202

The DFA Emerging Markets Value Portfolio Class R2 is managed by Dimensional Fund Advisors LP, 6300

Bee Cave Rd., Building One, Austin TX 78746

Changing Investments

There are two ways you can change your investments:

You can move money already invested in the Plan — in other words, past contributions plus any

investment gains — by making an ―investment allocation change of funds‖. The change affects only

amounts already deposited in your Plan account, but not future contributions.

To change the investment of future contributions, you can make a ―future investment allocation

change‖. This affects the investment of future contributions only.

Of course, you can make both types of changes at the same time. Just keep in mind that you need to request

each type of change separately.

You can change the investment of future contributions and change the allocation of funds already in your

account once each business day by contacting Vanguard at (800) 523-1188 or by going online to

www.vanguard.com.

An investment allocation change of funds will become effective the following day. A ―future investment

allocation change‖ will become effective with the following payroll contribution that is added to your

account.

Prohibitions against insider trading apply to all employees of The New York Times Company. Transfers in

and out of the Company Stock Fund by ―executive officers‖ of The New York Times Company may also be

affected by restrictions under Section 16(b) of the Securities Exchange Act of 1934 and Rule 144 under the

Securities Act of 1933, and transfers by certain persons with ongoing access to ―material non-public

information‖ with respect to The New York Times Company may be subject to Company-established

―window periods.‖ Prior to attempting to effect any such transaction, all executive officers and persons with


19 83119675.8 May 1, 2013

ongoing access to ―material non-public‖ information with respect to The New York Times Company should

consult with the Legal Department in accordance with Company policy.

You will be entitled to vote the units of the Company Stock Fund allocated to your account. The Trustee

shall vote all shares of Company Stock in accordance with your instructions (which may include an

instruction to abstain). With respect to any shares of Company Stock held in the Company Stock Fund as to

which no voting instructions have been received, the Trustee shall vote such shares in proportion to the

shares for which voting instructions have been provided. In the event of a tender offer for shares of

Company Stock held in the Company Stock Fund, the Trustee shall tender such shares in accordance with

your instructions. With respect to any shares of Company Stock held in the Company Stock Fund as to

which no instructions have been received, such shares shall be tendered in proportion to the shares for which

tender instructions have been provided. Notwithstanding the foregoing, the Trustee reserves the ability to

instead vote and/or tender shares as it determines is necessary to fulfill its fiduciary duties under ERISA.

Your Account

The value of your account is maintained in an individual account established in your name and valued as of

each business day. You can track the value of your SRIP account by telephone, via the internet

(www.vanguard.com) or through your personal account statement.

Managing Your Account

You can conduct the following account transactions at any time by calling Vanguard at (800) 523-1188 or

going online to www.vanguard.com:

Enroll in the Plan.

Change the investment direction of future contributions.

Transfer money between funds.

Change the amount of your payroll contribution percentage.

Request loans

Request withdrawals.

To register for online account access you will need your plan number (091853). Go to www.vanguard.com,

select Register for Web access and follow the onscreen instructions.

You will receive a personal identification number (PIN) with your enrollment kit that will allow you to use

Vanguard’s automated VOICE® Network. If you haven’t received a PIN, call Vanguard at (800) 523-1188.

To access your accounts through www.vanguard.com, your Web browser must support 128-bit encryption

and Secure Sockets Layer (SSL) version 3.0 protocol. These technologies provide the highest level of

security and privacy when you access account information, initiate online account transactions or send secure

messages.


20 83119675.8 May 1, 2013

Personal Account Statements

A personal account statement will be mailed to your home following the close of each quarter. It shows your

opening and closing balance plus all account activity during the quarter (for example, contributions, loans,

withdrawals, fund transfers and investment gains or losses). Your statement also shows your current

investment allocation and year-to-date contributions.

You can choose to obtain your statements online by requesting this on your Account Profile at

www.vanguard.com.


21 83119675.8 May 1, 2013

Loans and Withdrawals

Although SRIP is designed for long-term saving, there may be times when you need money from your

account while you are still working. SRIP provides two options that may help you meet your financial

needs—loans and withdrawals

All distributions under the Plan are made by the recordkeeper in accordance with the provisions of the Plan

and all loans are made in accordance with the terms of the Loan Policy. The SRIP recordkeeper is The

Vanguard Group, Inc., P.O. Box 1101, Valley Forge, PA 19482-1101.

Loans

There are two types of loans available from the Plan.

A general purpose loan is available for any reason and must be repaid within 60 months. A general

purpose loan cannot be for a term of less than 12 months.

A residential loan is available for the purchase or construction of your principal residence and must be

repaid within 15 years. A residential loan cannot be for a term of less than 12 months.

Only two loans may be outstanding at any time.

The minimum loan amount is $1,000. The maximum loan amount you may take is the lesser of 50% of your

vested account, or $50,000 minus your highest outstanding loan balance in the last 12 months. If the value of

your vested account declines during the application process, the amount of your loan may be reduced.

The proceeds for your loan will be taken from each of the funds in which you have invested, in proportion to

the investment of your account at the time of the loan. Loan amounts will be taken from Before-Tax

Contributions first, followed by prior vested Company Matching Contributions, then rollover moneys, After-

Tax Contributions, Roth Contributions, and vested Employer Basic Contributions, if applicable. Proceeds

will not be taken from the Company Stock Fund. The security for your loan(s) will be 50% of the vested

interest in your account.

Requesting a Loan

To apply for a loan access the WEB (www.vanguard.com), The VOICE® Network or call Vanguard

Participant Services at (800) 523-1188.

A Participant Services Associate will work with you to structure your loan and will confirm all loan details.

If you request a loan, a check will be mailed to you within three (3) to five (5) business days. If you are

seeking a residential loan, you will be required to provide proof of purchase or construction before the loan is

approved. By accepting the check, you are confirming your agreement with the terms of the loan.

Loans will not be approved during a period in which the Plan Administrator is determining the rights of

parties to a QDRO or knows that a QDRO is being issued.

Loan Interest and Fees

The interest rate charged for your loan will be based on the Prime Rate as received by Vanguard from

Reuters plus 1%. The interest rate will be adjusted on the first business day of the month following a Prime

Rate change. The procedure for determining the loan interest rate is subject to change at the discretion of the

Plan Administrator.


22 83119675.8 May 1, 2013

If your loan is initiated through Vanguard.com or The VOICE® Network, there will be a Plan loan fee of

$35 deducted from your loan proceeds at the time the loan is executed. If your loan is initiated through

Vanguard Participant Services there will be a Plan loan fee of $85 deducted from your loan proceeds at the

time the loan is executed. In addition, each July, an annual loan maintenance fee of $20 per loan will be

deducted from the balance of your account for as long as your loan is outstanding. These fees are paid to

Vanguard. If the annual loan maintenance fee changes during the term of your loan, you will be advised of

the change.

Loan Repayment

Repayment of the loan is made through automatic payroll deductions beginning as soon as possible after the

loan amount is mailed to you. As your loan is repaid, the money will be invested according to your current

election for investing future contributions to the Plan.

You may repay part or all of the outstanding loan balance at any time. The loan must be paid off in a lump

sum. However, the Plan allows partial payoffs and accelerated payments. If you want to repay the loan in

full, call Vanguard Participant Services at (800) 523-1188.

Repayment during an Approved Leave of Absence

If you go on an approved leave of absence without pay, or at a pay level not sufficient to make your

scheduled payments, other than for military service as discussed below, before your loan is repaid, your

repayments may be suspended. The suspension can be in effect for no longer than twelve (12) months, to the

end of the term of your loan, or until you return to full pay status, whichever is earliest. Alternatively, you

may continue to make scheduled loan repayments by sending certified checks or money orders made payable

to The Vanguard Fiduciary Trust Company to The Vanguard Group. You should contact The Vanguard

Group for the appropriate address.

The term of your loan will not change because of your leave of absence. You will not be required to make

loan repayments during your leave for up to twelve (12) months. You will be required, however, to repay

your outstanding loan balance when you return to work or by the final payment date on your loan schedule if

it is earlier than your return to work date.

When you return to work, your payments will resume over the remainder of your loan term through payroll

withholding at a higher level, taking into account the suspended payments and additional interest accruing on

your loan during your leave. Here, it is important to note that the amount of each payment following a

suspension period will be increased by one additional ―makeup‖ loan payment (plus interest that accrued

during the suspension period) for as many pay periods as were missed during the suspension period. Of

course you always have the option to repay your loan in full.

If you are still on an approved leave of absence following the expiration of the twelve-month suspension

period, and the loan repayment period has not ended, you shall make monthly payments in the form of a

cashier’s check or money order payable to The Vanguard Fiduciary Trust Company starting with the first

month following the close of the twelve-month suspension period. Please contact The Vanguard Group for

the appropriate address. Such monthly payments (including all ―makeup payments‖ that are described in the

preceding paragraph) must be made after the close of each month, by the first Thursday of the subsequent

month.

If your loan term expires prior to your return to work, you must repay your total outstanding balance on the

final payment date on your original loan schedule. You must contact Vanguard to receive your payoff

amount and to arrange the repayment.


23 83119675.8 May 1, 2013

If you do not repay your loan under an approved arrangement your loan will default and your outstanding

balance will be subject to federal income taxes and may include a ten percent (10%) early distribution

penalty.

Repayment during a Military Leave of Absence

If your leave of absence is for military service, your repayments may be suspended for the entire length of

the military leave. You may continue to make scheduled loan repayments by sending certified checks or

money orders made payable to The Vanguard Fiduciary Trust Company. You should contact The Vanguard

Group for the appropriate address.

If you do not make any of the payments due during your military leave of absence, loan repayments will

recommence, upon completion of your military service. The outstanding loan balance, which includes the

additional interest accrued on your loan during your military leave, must be repaid in substantially level

installments (via payroll withholding) in accordance with the amount and frequency required under the terms

of the original loan and must be repaid by the end of the period equal to the original term of the loan plus the

period of military service.

If you are out on active military service for at least 30 days and if the original interest rate on your loan was

greater than 6%, your loan will be reamortized at 6% during the period of military service. Once you return

to active employment, the loan will again be reamortized to apply the original interest rate. You must supply

a copy of the military orders to The Vanguard Group and ask that the 6% interest rate limit be applied to your

loan.

Repayment upon Separation from the Company

Your loan must be repaid before you receive your final distribution from the Plan. If you do not repay your

loan, the outstanding balance of your loan will be subtracted from the total account balance in determining

the amount of your actual distribution. It will be included, however, as part of your taxable distribution from

the Plan. The total account balance, including any outstanding loan balance, is subject to applicable federal

income tax rules and regulations, which may include a ten percent (10%) early distribution penalty.

Repayment upon Retirement

Retirees with outstanding loans may continue to make regular loan payments until the outstanding loan

balance is paid in full or until you receive your final distribution from the Plan, whichever occurs earlier. If

you do not repay the balance of your loan, the outstanding balance will be subtracted from the total account

balance. This loan offset amount is subject to applicable federal income tax rules and regulations, which

may include a ten percent (10%) early distribution penalty.

Death

If you die with an outstanding loan, the loan becomes due for repayment in full. Your executor/administrator

may repay the outstanding balance of your loan within a ninety (90) day grace period following your death.

If your executor/administrator does not repay the loan balance, the outstanding balance will be subtracted

from you total account balance. Your beneficiary will receive the net value of your account as the death

benefit. The amount of the outstanding loan balance will be included in your estate as taxable income.


24 83119675.8 May 1, 2013

Deductibility of Loan Interest

The interest you pay on a Plan loan is not deductible for Federal income tax purposes even if the loan is a

principal residence loan. It will be taxable to you when it is withdrawn from the Plan.

Loan Administrator

SRIP loans are processed by the Loan Administrator, The Vanguard Group, Inc., P.O. Box 1101, Valley

Forge, PA 19482-1101. You can reach the Loan Administrator at (800) 523-1188.

Withdrawals

You can take withdrawals from your account as follows while you remain employed with the Company or an

affiliate of the Company:

You can make in-service withdrawals of After-Tax Contributions;

You can make hardship withdrawals of Before-Tax Contributions and/or Roth Contributions;

If you are ordered or called to active duty, you may be eligible for a qualified reservist distribution; or

You can make withdrawals from your entire vested account beginning at age 59½, or of Rollover

Contributions.

Some withdrawals require a suspension of your contributions, as well as the associated Safe Harbor

Matching Contributions. If you make more than one withdrawal and if each withdrawal requires a

suspension of your contributions, the suspension periods will run concurrently.

You can make a withdrawal of Rollover Contributions at any time, either with or without also making an in-

service or hardship withdrawal.

If you are at least age 59½, you may make a withdrawal at any time, up to the full vested value of your

account.

All withdrawals are based on the value of your account at the end of the day on which the money is

withdrawn. Withdrawals are paid by check. It normally takes from seven to 10 business days following

receipt of the request by Vanguard for you to receive your check.

In-Service Withdrawals

An in-service withdrawal is a withdrawal of After-Tax Contributions. You can make an in-service

withdrawal for any reason once each calendar year. If you need to make more than one withdrawal of your

After-Tax Contributions in a calendar year, you will have to provide proof of ―financial hardship‖, as

described in the next section, for the second and subsequent withdrawals. Different rules apply to different

types of in-service withdrawals. These are summarized in the table on the following page.

You can obtain an In-Service Withdrawal by calling Vanguard at (800) 523-1188. You specify either a

dollar amount or percentage of your account (in 25% multiples) you want to withdraw. The minimum

withdrawal amount is the lesser of $250 or the amount available.

You cannot withdraw any part of Company Matching Contributions, Safe Harbor Matching Contributions,

Employer Basic Contributions, or related earnings. In addition, earnings attributable to After-Tax

Contributions made to the Plan before January 1, 1987, may not be withdrawn until you terminate your

employment.

You can also request an in-service withdrawal of your Before-Tax Contributions and/or Roth Contributions

if you are a member of a reserve component ordered or called to active duty for a period in excess of 179


25 83119675.8 May 1, 2013

days or for an indefinite period. The request can only be made between the date of such order or call and the

end of your active duty period.

The following types of in-service withdrawals are permitted under the Plan and must be taken in the order

listed, beginning with Type I and continuing through Type IV, as applicable:

IN-SERVICE WITHDRAWALS

Type Contributions Withdrawn

Earnings Withdrawn

Tax Impact Suspension of Savings

I Pre-1987 After-Tax

Contributions that are

not matched

No None None

II Pre-1987 matched

After-tax contribution

No None Six-month suspension of After-Tax

Contributions as well as any

associated Safe Harbor Matching

Contributions. *

III -

(Requires

all Type I

and Type

II funds

also be

withdrawn

)

All post-1986 After-Tax

Contributions that were

not matched

Yes Yes (portion of

withdrawal

attributable to

earnings subject

to ordinary

income tax and

10% penalty tax

if withdrawn

before age 59 ½.)

If any matched After –Tax

Contributions made prior to 1987 are

also being withdrawn, six-month

suspension required.

If there are no matched After –Tax

Contributions made prior to 1987

also being withdrawn, no suspension

applies.

IV All post-1986 matched

After-Tax Contributions

Yes Yes (portion of

withdrawal

attributable to

earnings subject

to ordinary

income tax and

10% penalty tax

if withdrawn

before age 59 ½.)

Six-month suspension of After-Tax

Contributions as well as any

associated Safe Harbor Matching

Contributions. *

*When the suspension ends, After-Tax Contributions, as well any associated Safe

Harbor Matching Contributions will resume automatically based on your most current

elections.

If you withdraw After-Tax contributions which were made to the Plan before January 1, 1987, the amount

you receive will be free from tax. However, if you withdraw After-Tax contributions which were made to

the Plan on or after January 1, 1987, a portion of the withdrawal will be considered to be earnings on those

contributions and will be subject to ordinary income tax – and a 10% penalty tax if the withdrawal occurs

before you reach age 59½.

The Internal Revenue Service (IRS) requires that the Company withhold 20% of the taxable portion of your

withdrawal for federal income taxes unless you make a direct transfer of the eligible portion of the

withdrawal to another qualified plan or Individual Retirement Account (IRA). Additionally, the IRS requires

that you wait 30 days to receive your check if all or part of the amount withdrawn is taxable. You may waive

this waiting period by checking the appropriate box on the withdrawal form.


26 83119675.8 May 1, 2013

Hardship Withdrawals

Prior to age 59 ½, you can take funds out of your Before-Tax Account and your Roth Account only in the

case of proven ―financial hardship‖ as defined by the IRS and only after you have taken the maximum

permissible loan and all available in-service withdrawals. To apply for a hardship withdrawal, you must

obtain a Hardship Withdrawal Request Form from Vanguard and submit it and any required documentation

to Employee Services for review by the Plan Administrator. The Plan Administrator will approve or deny all

hardship withdrawal requests based on regulations issued by the IRS and other uniform rules established by

the ERISA Management Committee. After reviewing your request, Vanguard will notify you of the

decision.

The Plan Administrator will consider hardship withdrawal requests only when there is a current need for

money to meet financial hardships for which funds are not otherwise reasonably available to you or your

spouse from other sources. Financial hardships as defined by the IRS include:

purchase of a primary residence for yourself;

tuition for the next 12 months of post-secondary education for you, your spouse, dependents, or

designated beneficiary;

unreimburseable medical expenses for you, your spouse, dependents, or designated beneficiary (prior

or subsequent to receiving medical services);

prevention of eviction from or foreclosure on a mortgage on your primary residence;

payments for burial or funeral expenses for your deceased parent, spouse, children, dependents, or

designated beneficiary; and

expenses for the repair of damage to your principal residence that would qualify for the casualty

deduction under Internal Revenue Code.

Before you are eligible for a hardship withdrawal, you must first exhaust all other sources of funds that are

reasonably available to you, including:

by borrowing from commercial sources on reasonable commercial terms;

ceasing contributions to any plan in which you participate;

by taking any other currently available distributions and nontaxable loans from plans maintained by

the Company including SRIP, the Payroll Investment Plan (PIP) and other plans maintained by the

Company, as well as by taking any other currently available distributions and nontaxable loans from

plans maintained by any other employer or union such as the Guild-Times Pension Plan;

by reimbursement from insurance; and

by liquidation of other assets such as savings accounts or any stock you may own, including The New

York Times Company stock

A hardship withdrawal is limited to a specific dollar amount –– not a percentage of your account. In

addition, Company Matching Contributions, Safe Harbor Matching Contributions, Employer Basic

Contributions, and earnings attributable to such contributions are not available for hardship withdrawals.

The minimum you can withdraw is $250 or the current value of available funds, if less than $250; the

maximum is the exact amount you need to meet the financial hardship — not to exceed the amount of

available funds. If you make a hardship withdrawal, all contributions to your account will be suspended for

six months.

When the suspension ends, your contributions will resume automatically based on your most current

elections.


27 83119675.8 May 1, 2013

If you take a hardship withdrawal from Before-Tax Contributions (and earnings prior to 1989) and/or Catch-

Up Contributions made on a Before-Tax basis, the withdrawal will be subject to ordinary income tax. In

addition, any amounts you receive before age 59½ will also be subject to a 10% penalty tax.

If you take a hardship withdrawal from Roth Contributions and/or Catch-Up Roth Contributions, earnings on

those contributions may become taxable and therefore may be subject to ordinary income tax. In addition,

any amounts you receive before age 59½ will also be subject to a 10% penalty tax.

Hardship withdrawals may not be rolled over to an Individual Retirement Account (IRA). However, when

you request a hardship withdrawal, you have the option to have the Company increase the amount of the

withdrawal to cover associated taxes and penalties. The IRS requires that you wait 30 days to receive your

check. You may waive this waiting period by checking the appropriate box on the withdrawal form.

Qualified Reservist Distribution

You may withdraw your Before-Tax Contributions, your Roth Contributions and Safe Harbor Matching

Contributions if you are eligible for a qualified reservist distribution. A qualified reservist distribution is any

distribution to you if you are ordered or called to active duty for a period in excess of 179 days or an

indefinite time, and you request such distribution during the period which begins on the date of the order and

ends when you return from active duty.

Recordkeeper

All distributions under the Plan are made by the recordkeeper in accordance with the provisions of the Plan.

The SRIP recordkeeper is The Vanguard Group, Inc., P. O. Box 1101, Valley Forge, PA 19482-1101, (800)

523-1188.


28 83119675.8 May 1, 2013

Vesting of Your Account

Vesting refers to your right to receive the value of your account when you retire or leave the Company. You

are always 100% vested in your After-Tax Contributions, Before-Tax Contributions, Roth Contributions,

Catch-Up Contributions, Rollover Contributions, Safe Harbor Matching Contributions and related earnings.

This means you have a nonforfeitable right to the value of these contributions, no matter when or why you

leave the Company.

You become vested in Company Matching Contributions made for Plan Years beginning before January 1,

2009 and Employer Basic Contributions and related earnings gradually as follows:

Vested Percent of Company

Matching Contributions and

Years of Vesting Service Employer Basic Contributions *

less than One 0%

One 40%

Two 55%

Three 70%

Four 85%

Five 100%

*Special vesting provisions apply to participants who transferred from certain predecessor plans.

Contact Vanguard for more information.

You also become 100% vested in your Company Matching Contribution account (made for Plan Years

beginning before January 1, 2009) and Employer Basic Contribution account in the event of your

retirement under any defined benefit pension plan sponsored by the Company or an affiliate,

attainment of age 65,

Disability as defined by eligibility to receive benefits provided by Total Disability under a Company’s

Long Term Disability Plan, or

death.

If you leave the Company before you are fully vested, you forfeit the portion of Company Matching

Contribution account (made for Plan Years beginning before January 1, 2009) and Employer Basic

Contribution account in which you are not vested. These forfeitures will be used to reduce the Company’s

cost in making future Employer Basic Contributions.

Vesting does not guarantee that you will always get back what was contributed to your account — only that

you have a right to the vested percentage of whatever the contributions are worth at any point in time. The

value of your account may be less than what was actually contributed, due to unfavorable investment

experience.

Re-employment

If you terminate your employment with the Company after becoming eligible to participate in the Plan and

subsequently return to work, you will be eligible to actively participate in the Plan again immediately. Any

Vesting Service you had when you left the Company will be fully restored.


29 83119675.8 May 1, 2013

Reinstatement of Forfeitures for Rehired Employees

If your employment with the Company or one of its affiliates ended before you were 100% vested in the

Company’s Matching Contribution account or the Employer Basic Contribution account, and you return to

work within five (5) years after your termination, that portion of the Company Matching Contribution

account or the Employer Basic Contribution account you forfeited will be reinstated if you repay the full

amount of any distribution you received, other than the amount attributable to After-Tax Contributions made

prior to January 1, 1987. Repayment must be made in a single, lump sum within five years after you are

rehired. Repayment of any before-tax dollars will be considered after-tax money. They cannot be returned

to the Plan on a before-tax basis. Please contact Vanguard for assistance.


30 83119675.8 May 1, 2013

Payment of Your SRIP Account

All SRIP claims for payment are processed by the recordkeeper, The Vanguard Group, Inc., P.O. Box 1101,

Valley Forge, PA 19482-1101.

The vested value of your SRIP account is payable to you when you:

retire as defined under any Company defined benefit pension plan;

begin to receive benefits under a Company long-term disability plan or are determined to be disabled

by the Committee; or

terminate employment.

It is payable to your Beneficiary in the event of your death.

If you terminate employment before you reach age 65, you will be entitled to receive the vested value of

Company Matching Contribution account or the Employer Basic Contribution account (see vesting schedule

in the prior section) as well as the full current value of your After-Tax Contributions, Before-Tax

Contributions, Roth Contributions, Catch-Up Contributions and/or Rollover Contributions accounts.

When you receive a distribution of your Plan account, Vanguard will determine how much of the distribution

is taxable and report the amount to you.

You can request that any portion of your account that is invested in the Company Stock Fund be distributed

to you as shares of Company Stock in lieu of cash.

Methods of Payment

If vested value exceeds $5,000 If the vested value of your Plan account is more than $5,000 (without your Rollover account), you can

choose to either leave it in the Plan, or elect to receive the value of your Plan account in a lump sum or in

periodic installments.

If you elect to receive a lump sum payment, it can be paid directly to you or you can request that it be rolled

over to an IRA or another qualified plan.

You may elect to receive periodic payments in monthly, quarterly, or annual installments over a period not to

exceed the lesser of 20 years or your life expectancy as determined by IRS tables as of the date installment

payments are scheduled to commence to you. Payments will be made from the funds in which you have

invested in proportion to the investments of your account at the time each payment is made. Any

undistributed balance will continue to participate in the performance of the fund(s) you have designated.

If you elect installments, you have the following options:

A fixed dollar installment provides you with a series of payments based on a dollar amount you select.

For example, you might choose to receive $100 from your account each month, or $250 each quarter.

Payments stop when your account is depleted.

A fixed percentage installment provides you with a series of payments based on a percentage you

select. For example, you might choose to receive 1% of your account each month, or 2% each quarter.

Payments stop when your account is depleted.

A declining balance installment provides you with a series of payments over a period of time you

select. The amount you receive is determined by dividing the market value of your account by the

number of payments left to be made.

At any time after installments begin, you can request the undistributed balance in a lump sum.


31 83119675.8 May 1, 2013

For participants whose account balances were transferred from certain affiliated plans, there are special

distribution rules that apply to those transferred balances. Transferred Affiliated Accounts will be distributed

in the form of a qualified joint and survivor annuity (QJSA) or qualified preretirement survivor annuity

(QPSA). Contact Vanguard for more information.

If vested value $5,000 or less If the vested value of your Plan account is $5,000 or less (without your Rollover account) at the time of

termination or retirement, you may request a direct rollover of all or a portion of the vested value of your

account to an IRA or other qualified plan within one hundred eighty (180) days of the date of your

termination or retirement. If you don’t make such a request, the vested value of your Plan account will be

distributed to you as follows:

If you have a vested balance of at least $1,000 but no more than $5,000 and do not make a distribution

election as described for account values in excess of $5,000, your account will be automatically rolled

over into a Vanguard IRA and invested in a Vanguard Prime Money Market Fund.

If you have a vested balance of less than $1,000, you will receive a lump sum payment automatically.

Timing of Payment

Generally, Plan payments will begin no later than 60 days after the end of the Plan Year after your

employment terminates or you reach age 65, whichever comes later, unless you have elected a different date

of distribution. You will have a period of up to 180 days before you want your SRIP distribution to be made

to elect the form of payment you want.

The amount of the payment will be based on the vested value of your account as of the valuation date

immediately prior to the date on which payments are made. While your money remains in the Plan, it will

continue to be subject to the investment experience of the funds in which you have invested.

Minimum Distribution

You may elect leave your vested value in the Plan and defer payment of your account, but the law requires

that minimum payments begin by April 1 of the year following the calendar year in which you reach age

70½, unless you are then employed by the Company.


32 83119675.8 May 1, 2013

Taxation of SRIP Distributions and Withdrawals

Distributions of Before-Tax Contributions and of earnings on all contributions are normally subject to

income taxes as are other sources of ordinary income. Upon your retirement or termination of employment,

the Claims Administrator, Vanguard, will provide you with a notice that explains the taxability of your

distributions.

Distributions paid prior to the time you attain age 59½ may be subject to an additional 10% excise tax as an

early withdrawal penalty. Generally, you may roll the taxable portion of distributions from this Plan into

another qualified retirement plan or individual retirement account (IRA) to defer federal taxes. Some

payments, such as certain periodic payments and distributions of after-tax contributions (as well as others),

may not be eligible for a rollover. If you receive a direct distribution from the Plan of funds that are eligible

for direct rollover to an IRA or another qualified plan, federal taxes will be withheld at the rate of 20%.

The special tax notice that will be provided to you with each distribution will give you more details on what

type of distributions you may roll over to defer federal taxes, and what kind of plan may receive these

eligible rollover distributions. Additionally, the special tax notice will provide you with other valuable tax

information. It is strongly suggested that before you decide how to receive any distributions from the Plan,

you contact your tax advisor.

The 10% Early Withdrawal Penalty

If you receive a distribution from SRIP, it may be subject to a 10% early

distribution penalty tax. You will not have to pay the penalty if:

You separate from service with the Company after you reach age 55 and

receive your account because you terminated employment

You are at least age 59½ when you receive the distribution whether you

are actively employed or not

Your account is distributed because of death or certain disabilities

The withdrawal is used to pay unreimbursed medical expenses that

exceed 7½% of your gross income

The payment is made to someone else as required under a Qualified

Domestic Relations Order

The distribution is directly rolled over to an IRA or another employer’s

qualified plan

The distribution is part of a series of substantially equal payments made

over your life expectancy (if single) or over the joint life expectancy for

you and your spouse (if married)

The distribution is a qualified reservist distribution


33 83119675.8 May 1, 2013

Circumstances that May Limit Your Benefits or Cause a Loss of Benefits

Your employment with The New York Times Company or an affiliated Employer ends before you are

vested;

You request to stop contributing, or are suspended from contributing;

Unfavorable investment experience may cause the value of your account to be less than what was

actually contributed;

You take an unpaid leave of absence and stop contributing;

You are restricted from making contributions because your earnings or contribution elections exceed

the amounts permitted by the IRS;

You are no longer eligible to participate in the Plan, due to a change in employment status. However,

you may continue to receive Vesting Service;

You terminate employment, leave your account in the Plan and fail to keep the Plan Administrator or

the recordkeeper apprised of your address;

Eligibility to participate is terminated for a class or group of employees to which you belong; or

The Plan is terminated.

Qualified Domestic Relations Order

Generally, your benefits under this Plan may not be assigned, borrowed against or alienated. However, an

exception applies to retirement plan benefits that are subject to a ―qualified domestic relations order‖, or

QDRO. Basically, a QDRO is a court-issued order, judgment, or decree pursuant to a state domestic

relations law that recognizes, or assigns a spouse’s right to receive benefits which the participant earned

under a retirement plan. These orders must meet certain standards mandated by the Internal Revenue Service

before any payment can be made. You may obtain a copy of the procedures governing QDRO

determinations, free of charge, by calling Vanguard’s QDRO Hotline toll-free at (888) 809-8104.

Future of the Plan

It is intended that the Plan will be continued indefinitely, but the right to terminate the Plan is reserved. If

the Plan is terminated, you will become fully (100%) vested in your Company Matching Contribution

account and your Employer Basic Contribution account. The Plan may also be amended at any time.


34 83119675.8 May 1, 2013

Claim Denial and Appeal

If any claim for payment under the Plan is denied, you will receive a written notice within 90 days after your

claim is received. The notice of denial will include the following information:

The specific reason or reasons for the denial;

Specific reference to the Plan provisions on which the denial is based;

A description of any additional material or information necessary in order to receive the benefits

claimed;

An explanation of the claims appeal procedure; and

A statement that you have a right to bring a civil action under Section 502(a) of ERISA following a

denial of an appeal. (However, you must exhaust the claims and appeals process described below

before you can bring legal action against the Plan either in state or Federal court. Similarly, failure to

follow the Plan’s prescribed claims and appeals process in a timely manner will also cause you to lose

your right to bring legal action against the Plan regarding a denial of your appeal.)

If you disagree with this decision, you may appeal the denial to:

ERISA Management Committee

c/o Vice President, Compensation and Benefits

The New York Times Company

620 Eighth Avenue

New York, NY 10018

You must submit your written appeal to the ERISA Management Committee within 60 days of the date of

the denial. Your request must include the following:

The reasons for your appeal;

The Plan provisions on which the appeal is based; and

Copies of any other documents or materials that may support your claim.

You may review all documents, records and other information relevant to your claim for benefits.

The ERISA Management Committee will reexamine all facts relating to the appeal taking into account all

comments, documents, records and other information submitted by you relating to the claim, regardless of

whether such information was submitted or considered in the initial determination. Normally, a decision on

your appeal will be made within 60 days after your appeal is received. If special circumstances require a

further extension of time for reviewing your appeal, a decision will be made no later than 120 days after your

appeal is received. You will receive notice of any extension during the first 60-day period.

The final decision will be in writing and will be binding on all persons affected. If your appeal is denied, the

ERISA Management Committee’s written notice to you will include:

The specific reason for the denial of your appeal;

Specific reference to pertinent Plan provisions on which the decision is based;

A statement that you are entitled to receive, upon request and free of charge, reasonable access to, and

copies, of, all documents, records and other information relevant to your claim for benefits; and

A statement that you have a right to bring a civil action under Section 502(a) of ERISA.


35 83119675.8 May 1, 2013

Your Rights Under ERISA

As a participant in the Supplemental Retirement and Investment Plan (SRIP) you are entitled to certain rights

and protections under ERISA. ERISA provides that all SRIP participants will be entitled to:

Receive Information About Your Plan and Benefits

Examine, without charge, at the Plan Administrator's office and at other specified locations such as

worksites, all documents governing the plan, including insurance contracts, and a copy of the latest annual

report (Form 5500 Series) filed by the Plan with the U.S. Department of Labor and available at the Public

Disclosure Room of the Employee Benefits Security Administration.

Obtain, upon written request to the Plan Administrator, copies of documents governing the operation of the

Plan and copies of the latest annual report (Form 5500 Series) and updated summary plan description. The

Plan Administrator may make a reasonable charge for the copies.

Receive a summary of the Plan's annual financial report. The Plan Administrator is required by law to furnish

each participant with a copy of this summary annual report.

Prudent Actions by Plan Fiduciaries

In addition to creating rights for Plan participants, ERISA imposes duties upon the people who are

responsible for the operation of the Plan. The people who operate the Plan, called fiduciaries of the Plan,

have a duty to do so prudently and in the interest of you and other Plan participants and beneficiaries. No

one, including your employer or any other person, may fire you or otherwise discriminate against you in any

way to prevent you from obtaining a Plan benefit or exercising your rights under ERISA.

Enforce Your Rights

If your claim for a benefit is denied or ignored, in whole or in part, you have a right to know why this was

done, to obtain copies of documents relating to the decision without charge, and to appeal any denial, all

within certain time schedules.

Under ERISA, there are steps you can take to enforce the above rights. For instance, if you request a copy of

plan documents or the latest annual report from the Plan and do not receive them within 30 days, you may

file suit in a Federal court. In such a case, the court may require the Plan Administrator to provide the

materials and pay you up to $110 a day until you receive the materials, unless the materials were not sent

because of reasons beyond the control of the Plan Administrator.

If you have a claim for benefits which is denied or ignored, in whole or in part, you may file suit in a state or

Federal court. In addition, if you disagree with the Plan's decision or lack thereof concerning the qualified

status of a domestic relations order, you may file suit in Federal court. If it should happen that Plan

fiduciaries misuse the plan's money, or if you are discriminated against for asserting your rights, you may

seek assistance from the U.S. Department of Labor, or you may file suit in a Federal court. The court will

decide who should pay court costs and legal fees. If you are successful the court may order the person you

have sued to pay these costs and fees. If you lose, the court may order you to pay these costs and fees, for

example, if it finds your claim is frivolous.


36 83119675.8 May 1, 2013

Assistance with Your Questions

If you have any questions about the Plan, you should contact the Plan Administrator. If you have any

questions about this statement or about your rights under ERISA, or if you need assistance in obtaining

documents from the Plan Administrator, you should contact the nearest office of the Employee Benefits

Security Administration, U.S. Department of Labor, listed in your telephone directory or the Division of

Technical Assistance and Inquiries, Employee Benefits Security Administration, U.S. Department of Labor,

200 Constitution Avenue N.W., Washington, D.C. 20210. You may also obtain certain publications about

your rights and responsibilities under ERISA by going to www.dol.gov/EBSA or calling the publications

hotline of the Employee Benefits Security Administration at (866) 444-EBSA (3272).


37 83119675.8 May 1, 2013

Securities Offered Under the Plan

The securities that have been registered for offer and sale under the SRIP are (i) shares of Class A Common

Stock, $.10 par value, of The New York Times Company (―Common Stock‖) and (ii) the plan interests of

Participants in the SRIP.

The total amount of securities to be offered pursuant to the Plan is 5,500,000 shares of Class A Common

Stock, $.10 par value, of The New York Times Company. The Company contemplates registering additional

shares of Common Stock of The New York Times Company from time to time for offers and sales under the

SRIP.

This prospectus may be used in conjunction with offers and sales by the Company of shares of Common

Stock of The New York Times Company under the Plan and may not be used by a Participant for reoffers or

resales of shares of Common Stock of The New York Times Company.

The certificate(s) representing such share(s) may bear a legend indicating that the transfer of such shares is

restricted. An Affiliate may not rely on this Prospectus in connection with any reoffer or resale by such

Affiliate of any shares of Common Stock acquired under the Plan. Each director, executive officer or 10% or

more shareholder of The New York Times Company should consider himself or herself to be an “affiliate”

for purposes of Rule 144. However, an Affiliate may resell the shares of Common Stock acquired under the

Plan pursuant to (1) the applicable provisions of Rule 144, (2) any other applicable exemption from the

registration requirements of the Securities Act, or (3) a registration statement with respect to such shares

under the Securities Act. Generally, employees who are not Affiliates of the Company may freely sell the

shares of Common Stock acquired under the Plan without regard to the requirements of Rule 144 or the

registration requirements of the Securities Act.


38 83119675.8 May 1, 2013

Where You Can Find More Information

We file reports, proxy statements, and other information with the Securities and Exchange Commission (the

―SEC‖). You can read and copy these reports, proxy statements, and other information concerning us at the

SEC’s Public Reference Room at 100 F. Street, N.E., Washington, D.C. Please call the SEC at 1-800-SEC-

0330 for further information on the Public Reference Room. The SEC maintains an internet site at

http://www.sec.gov that contains reports, proxy and information statements and other information regarding

issuers that file electronically with the SEC, including ourselves.

This prospectus is part of a registration statement on Form S-8 that we filed with the SEC. You can obtain

the full registration statement from the SEC as indicated above, or from us.

The SEC allows us to ―incorporate by reference‖ the information we file with the SEC. This permits us to

disclose important information to you by referring to these filed documents. Any information referred to in

this way is considered part of this prospectus, and any information that we file with the SEC after the date of

this prospectus will automatically be deemed to update and supersede this information. We incorporate by

reference the following documents that have been filed with the SEC:

Our Annual Report on Form 10-K for the year ended December 26, 2010, filed with the SEC on

February 22, 2011.

All reports filed by The New York Times Company pursuant to Sections 13(a) or 15(d) of the

Securities Exchange Act of 1934, as amended (the ―Exchange Act‖), since the end of the fiscal year

covered by the Company’s latest annual report.

The description of our Class A Common Stock contained in our registration statement on Form 10

filed under Section 12 of the Exchange Act on April 28, 1967, including any amendment or report filed

for the purpose of updating such description.

We will provide without charge upon written or oral request, a copy of any or all of the documents that are

incorporated by reference into this prospectus. You may also obtain from us copies of this prospectus, a copy

of the Plan document or additional information about the Plan and its administrators. All such requests

should be directed to:

The New York Times Company

Attention: SRIP Plan Administrator

620 Eighth Avenue

New York, NY 10018

Telephone: 1(212) 556-1090


39 83119675.8 May 1, 2013

General Administrative Information

Plan Administration

The Supplemental Retirement and Investment Plan (SRIP) is managed and controlled by the Company’s

ERISA Management Committee. The ERISA Management Committee has appointed a Plan Administrator

who is responsible for the proper administration and operation of the Plan according to the terms of ERISA

and any documents or contracts. The day-to-day administration is performed by Vanguard Participant

Services. Call (800) 523-1188 toll-free.

The Plan Administrator for SRIP is the Vice President, Compensation and Benefits, The New York Times

Company, 620 Eighth Avenue, New York, NY 10018 (212) 556-1090.

Employer Identification Number

The Internal Revenue Service has assigned the Employer Identification Number 13-1102020 to the

Company. If you need to correspond with a governmental agency about a benefit plan, use this number

along with the Plan name, Plan number, and Company name.

Plan Number

The Company has assigned the number 014 to SRIP.

Agent for Service of Legal Process

Any legal process in the event of an unresolved dispute over benefits under the Plan provisions should be

served on the Corporate Secretary, The New York Times Company, 620 Eighth Avenue, New York, NY.

Plan Trustee

The Trustee for the Plan is Vanguard Fiduciary Trust Company, P. O. Box 12101, Valley Forge, PA 19482,

(800) 523-1188.

Plan funds are held by the Trustee exclusively for Plan Participants and their Beneficiaries, or to pay

reasonable administrative expenses of the Plan, such as Trustee fees, recordkeeping fees, actuarial expenses

and investment fees.

Plan Records

Participant account records are kept on a calendar-year basis.

Recordkeeper

All distributions under the Plan are made by the recordkeeper in accordance with the provisions of the Plan.

The Plan recordkeeper is The Vanguard Group, Inc., P. O. Box 1101, Valley Forge, PA 19482-1101.


40 83119675.8 May 1, 2013

Vanguard Plan Number

Vanguard has assigned plan number 091853 to the Plan for recordkeeping purposes.

Type of Plan

SRIP is a defined contribution plan, which means a plan which provides for an individual account for each

participant and for benefits based solely on the amount contributed to the participant’s account, and any

income, expenses, gains and losses which may be allocated to the participant’s account. SRIP is intended to

be a ―qualified plan‖ which must meet certain requirements under the Internal Revenue Code of 1986, as

amended.

A Final Note

The Company hopes that the information in this booklet is helpful to you in understanding the benefits

provided under SRIP. If you have any questions concerning the Plan or the information in this booklet,

please contact Vanguard Participant Services at (800) 523-1188.

The Company reserves the right to amend or terminate the Plan at any time.


41 83119675.8 May 1, 2013

APPENDIX A

YTD Returns as of 6/30/11

Average 1 Year Return as of 6/30/11




Vanguard 500 Index Fund Investor Shares 5.95% 30.51% 3.28% 2.86% 2.62%

Vanguard Asset Allocation Fund 5.49% 23.82% 1.26% 1.85% 3.42%

DFA Emerging Markets Value Portfolio Class R2 -1.85% 27.61% 6.65% - -

Vanguard Capital Opportunity Fund 3.64% 29.74% 4.02% 5.49% 5.84%

Dodge & Cox Income Fund 3.15% 6.02% 8.47% 7.10% 6.26%

Dodge & Cox Stock Fund 6.29% 31.00% 2.19% 0.08% 5.20%

Vanguard International Growth Fund 4.86% 34.68% 1.89% 4.71% 7.02%

Lord Abbett Small Cap Value Fund I 5.84% 36.40% 8.42% 7.11% 11.31%

Prime Money Market Fund 0.03% 0.08% 0.61% 2.21% 2.15%

Retirement Savings Trust IV 1.60% 3.11% 3.24% 3.79% -

Russell Equity I Fund - 31.68% 1.38% 2.43% 2.86%

T. Rowe Price Blue Chip Growth Advisor Class 6.35% 35.16% 4.16% 4.73% 3.04%

Vanguard Target Retirement Fund 2005 4.09% 13.58% 4.98% 5.48% -










Vanguard Target Retirement Fund 2055 5.36% - - - -

Vanguard Target Retirement Income 3.90% 12.31% 5.56% 5.95% -

NYT Company Stock Fund -11.02% 0.77% -16.59% -16.97% -

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