NEW YORK TIMES CO (Form: 10-Q, Received: 11/04/2009 16:48:12)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 27, 2009

Commission file number 1-5837

THE NEW YORK TIMES COMPANY

(Exact name of registrant as specified in its charter)

NEW YORK

13-1102020

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

620 EIGHTH AVENUE, NEW YORK, NEW YORK

(Address of principal executive offices)

10018

(Zip Code)

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨ .

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No ¨ .

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer x Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company ¨ .

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x .

Number of shares of each class of the registrant’s common stock outstanding as of October 30, 2009 (exclusive of treasury shares):


Class A Common Stock		143,714,518 shares
Class B Common Stock		825,475 shares

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

THE NEW YORK TIMES COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands, except per share data)


	For the Quarters Ended						For the Nine Months Ended
	September 27, 2009			September 28, 2008			September 27, 2009			September 28, 2008
	(13 weeks)						(39 weeks)
Revenues
Advertising	$	290,998		$	398,196		$	942,926		$	1,310,912
Circulation		240,766			225,689			697,156			676,486
Other		38,857			63,157			124,046			189,404

Total revenues		570,621			687,042			1,764,128			2,176,802
Operating costs
Production costs:
Raw materials		31,901			62,645			130,349			182,006
Wages and benefits		129,046			148,183			404,998			473,695
Other		80,246			111,418			250,689			331,508

Total production costs		241,193			322,246			786,036			987,209
Selling, general and administrative costs		252,635			320,929			845,392			1,006,392
Depreciation and amortization		31,319			33,881			102,517			108,454

Total operating costs		525,147			677,056			1,733,945			2,102,055
Pension withdrawal and curtailment expense		76,110			—			82,759			—
Gain on sale of assets		5,198			—			5,198			—
Loss on leases		—			—			16,363			—
Impairment of assets		—			160,430			—			178,721

Operating loss		(25,438	)		(150,444	)		(63,741	)		(103,974	)
Net income from joint ventures		7,498			6,892			20,335			15,264
Interest expense, net		21,028			11,658			60,830			35,507
Premium on debt redemption		—			—			9,250			—

Loss from continuing operations before income taxes		(38,968	)		(155,210	)		(113,486	)		(124,217	)
Income tax benefit		(3,233	)		(40,360	)		(42,646	)		(30,801	)

Loss from continuing operations		(35,735	)		(114,850	)		(70,840	)		(93,416	)
Discontinued operations, net of income taxes- Broadcast Media Group		—			8,611			—			8,300

Net loss		(35,735	)		(106,239	)		(70,840	)		(85,116	)
Net loss/(income) attributable to the noncontrolling interest		111			(54	)		(188	)		(371	)

Net loss attributable to The New York Times Company common stockholders	$	(35,624	)	$	(106,293	)	$	(71,028	)	$	(85,487	)

Amounts attributable to The New York Times Company common stockholders:
Loss from continuing operations	$	(35,624	)	$	(114,904	)	$	(71,028	)	$	(93,787	)
Income from discontinued operations		—			8,611			—			8,300

Net loss	$	(35,624	)	$	(106,293	)	$	(71,028	)	$	(85,487	)

Average number of common shares outstanding
Basic		144,335			143,782			144,074			143,773
Diluted		144,335			143,782			144,074			143,773
Basic loss per share attributable to The New York Times Company common stockholders:
Loss from continuing operations	$	(0.25	)	$	(0.80	)	$	(0.49	)	$	(0.65	)
Income from discontinued operations		0.00			0.06			0.00			0.06

Net loss	$	(0.25	)	$	(0.74	)	$	(0.49	)	$	(0.59	)

Diluted loss per share attributable to The New York Times Company common stockholders:
Loss from continuing operations	$	(0.25	)	$	(0.80	)	$	(0.49	)	$	(0.65	)
Income from discontinued operations		0.00			0.06			0.00			0.06

Net loss	$	(0.25	)	$	(0.74	)	$	(0.49	)	$	(0.59	)

Dividends per share	$	0.00		$	0.23		$	0.00		$	0.69

See Notes to Condensed Consolidated Financial Statements.

THE NEW YORK TIMES COMPANY

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)


	September 27, 2009		December 28, 2008
	(Unaudited)
ASSETS
Current Assets
Cash and cash equivalents	$	28,092	$	56,784
Accounts receivable-net		272,112		403,830
Inventories:
Newsprint and magazine paper		10,775		19,565
Other inventory		5,837		5,265

Total inventories		16,612		24,830
Deferred income taxes		51,732		51,732
Other current assets		76,915		87,024

Total current assets		445,463		624,200
Other Assets
Investment in joint ventures		132,867		112,596
Property, plant and equipment (less accumulated depreciation and amortization of $996,022 in 2009 and $938,430 in 2008)		1,276,682		1,353,619
Intangible assets acquired:
Goodwill		658,282		661,201
Other intangible assets acquired		45,233		51,407

Total intangible assets acquired		703,515		712,608
Deferred income taxes		376,746		377,237
Miscellaneous assets		194,052		221,420

TOTAL ASSETS	$	3,129,325	$	3,401,680

See Notes to Condensed Consolidated Financial Statements.

THE NEW YORK TIMES COMPANY

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)


	September 27, 2009			December 28, 2008
	(Unaudited)
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Borrowings under revolving credit agreements	$	104,500		$	380,000
Accounts payable		107,895			174,858
Accrued payroll and other related liabilities		92,763			104,183
Accrued expenses		134,068			194,703
Unexpired subscriptions		78,275			80,523
Current portion of long-term debt and capital lease obligations		44,545			98,969

Total current liabilities		562,046			1,033,236

Other Liabilities
Long-term debt and capital lease obligations		767,487			580,406
Pension benefits obligation		916,109			855,667
Postretirement benefits obligation		146,978			149,727
Other		244,254			275,615

Total other liabilities		2,074,828			1,861,415

Stockholders’ Equity
Common stock of $.10 par value:
Class A – authorized 300,000,000 shares; issued: 2009 – 148,279,221; 2008 – 148,057,158 (including treasury shares: 2009 –4,605,556; 2008 – 5,078,581)		14,828			14,806
Class B – convertible – authorized and issued shares: 2009 – 825,475; 2008 – 825,634		83			83
Additional paid-in-capital		44,503			22,149
Retained earnings		927,671			998,699
Common stock held in treasury, at cost		(149,386	)		(159,679	)
Accumulated other comprehensive loss, net of income taxes:
Foreign currency translation adjustments		17,560			14,493
Funded status of benefit plans		(366,062	)		(386,588	)

Total accumulated other comprehensive loss, net of income taxes		(348,502	)		(372,095	)

Total The New York Times Company stockholders’ equity		489,197			503,963

Noncontrolling interest		3,254			3,066

Total stockholders’ equity		492,451			507,029

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	3,129,325		$	3,401,680

See Notes to Condensed Consolidated Financial Statements.

THE NEW YORK TIMES COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)


	For the Nine Months Ended
	September 27, 2009			September 28, 2008
	(39 weeks)
OPERATING ACTIVITIES
Net loss	$	(70,840	)	$	(85,116	)
Adjustment to reconcile net loss to net cash provided by operating activities:
Pension withdrawal and curtailment expense		82,759			—
Premium on debt redemption		9,250			—
Impairment of assets		—			178,721
Depreciation and amortization		102,517			108,454
Stock-based compensation		9,177			13,166
Undistributed earnings of affiliates		(17,560	)		(6,251	)
Long-term retirement benefit obligations		9,814			6,158
Other-net		17,085			(10,080	)
Changes in operating assets and liabilities, net of acquisitions/dispositions:
Account receivables, net		123,035			81,286
Inventories		8,015			(644	)
Other current assets		10,832			(2,827	)
Accounts payable and other liabilities		(144,664	)		(139,809	)
Unexpired subscriptions		(1,616	)		1,174

Net cash provided by operating activities		137,804			144,232

INVESTING ACTIVITIES
Capital expenditures		(44,533	)		(134,067	)
Proceeds from sale of assets		26,543			—
Loan issuance-net of repayments		(12,000	)		—
Acquisitions, net of cash acquired of $2,353 in 2008		—			(5,737	)
Other investing payments–net		(1,005	)		(2,309	)

Net cash used in investing activities		(30,995	)		(142,113	)

FINANCING ACTIVITIES
Commercial paper repayments-net		—			(111,741	)
(Repayments)/borrowings under revolving credit agreements-net		(275,500	)		202,850
Long-term obligations:
Proceeds from sale-leaseback financing		210,502			—
Proceeds from issuance of senior unsecured notes		221,322			—
Redemption of long-term debt		(259,513	)		—
Repayments		(54,443	)		(46	)
Proceeds from sale of warrants		20,529			—
Capital shares:
Issuances		311			—
Repurchases		(39	)		(70	)
Dividends paid to stockholders		—			(99,855	)

Net cash used in financing activities		(136,831	)		(8,862	)

Decrease in cash and cash equivalents		(30,022	)		(6,743	)
Effect of exchange rate changes on cash and cash equivalents		1,330			1,059
Cash and cash equivalents at the beginning of the year		56,784			51,532

Cash and cash equivalents at the end of the quarter	$	28,092		$	45,848

See Notes to Condensed Consolidated Financial Statements.

THE NEW YORK TIMES COMPANY

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1. GENERAL AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

In the opinion of The New York Times Company’s (the “Company”) management, the Condensed Consolidated Financial Statements present fairly the financial position of the Company as of September 27, 2009, and December 28, 2008, and the results of operations and cash flows of the Company for the periods ended September 27, 2009, and September 28, 2008. All adjustments and reclassifications necessary for a fair presentation have been included and are of a normal and recurring nature. All significant intercompany accounts and transactions have been eliminated in consolidation. For comparability, certain prior year amounts have been reclassified to conform with the current period presentation. The financial statements were prepared in accordance with the requirements of the Securities and Exchange Commission for interim reporting. As permitted under those rules, certain notes or other financial information that are normally required by accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted from these interim financial statements. These statements, therefore, should be read in conjunction with the Consolidated Financial Statements and related Notes included in the Company’s Annual Report on Form
10-K for the year ended December 28, 2008. Due to the seasonal nature of the Company’s business, operating results for the interim periods are not necessarily indicative of a full year’s operations. The fiscal periods included herein comprise 13 weeks for the third-quarter periods and 39 weeks for the nine-month periods.

As of September 27, 2009, the Company’s significant accounting policies, which are detailed in the Company’s Annual Report on Form 10-K for the year ended December 28, 2008, have not changed materially.

The Company adopted, in the first quarter of 2009, the Financial Accounting Standards Board (“FASB”) guidance, under Accounting Standards Codification (“ASC”) 810, “Consolidation,” that changed the accounting for noncontrolling (minority) interests. Changes in the guidance include, among others, the classification of noncontrolling interest as a component of consolidated stockholders’ equity and the elimination of “minority interest” accounting in results of operations. The Company’s Condensed Consolidated Financial Statements include the new presentation for noncontrolling (minority) interests.

Recent Accounting Pronouncements

In October 2009, the FASB issued Accounting Standards Update No. 2009-13, “Revenue Recognition – Multiple Deliverable Revenue Arrangements,” which amends previous guidance related to the accounting for revenue arrangements with multiple deliverables. The guidance specifically addresses how consideration should be allocated to the separate units of accounting. The guidance is effective for fiscal years beginning on or after June 15, 2010, and will apply to the Company’s 2011 fiscal year. The guidance can be applied prospectively to new or materially modified arrangements after the effective date or retrospectively for all periods presented, and early application is permitted. The Company is currently evaluating the impact of adopting this guidance on its financial statements.

THE NEW YORK TIMES COMPANY

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

In June 2009, the FASB issued guidance that amends the consolidation guidance applicable to variable interest entities and will significantly affect the overall current consolidation analysis. This guidance, which has not yet been codified by the FASB, is effective as of the beginning of the first fiscal year that begins after November 15, 2009. The Company is currently evaluating the impact of adopting this guidance on its financial statements.

In December 2008, the FASB issued guidance under ASC 715, “Compensation-Retirement Benefits,” that amends previous guidance for employers’ disclosures about pensions and other postretirement benefits to require more detailed disclosures about employers’ plan assets, including employers’ investment strategies, major categories of plan assets, concentrations of risk within plan assets, and valuation techniques used to measure the fair value of plan assets. The guidance under ASC 715 is effective for fiscal years ending after December 15, 2009. The adoption of the guidance will result in an enhancement of the Company’s disclosures for its qualified pension plans, but will not have a material impact on its financial statements.

NOTE 2. GOODWILL AND OTHER INTANGIBLE ASSETS ACQUIRED

Goodwill is the excess of cost over the fair market value of tangible and other intangible assets acquired. Goodwill is not amortized but tested for impairment annually or in an interim period if certain circumstances indicate a possible impairment may exist.

Other intangible assets acquired consist primarily of trade names on various acquired properties, customer lists, content and other assets. Other intangible assets acquired that have indefinite lives (primarily trade names) are not amortized but tested for impairment annually or in an interim period if certain circumstances indicate a possible impairment may exist. Certain other intangible assets acquired (customer lists, content and other assets) are amortized over their estimated useful lives and tested for impairment if certain circumstances indicate an impairment may exist.

The Company performs its annual impairment testing in the fourth quarter of its fiscal year. However, due to certain impairment indicators, including lower-than-expected operating results, the Company performed an interim impairment test in the first quarter of 2009 at the Regional Media Group, which is part of the News Media Group reportable segment. The interim test did not result in an impairment because it was concluded that the fair value of the Regional Media Group was greater than its carrying value, although the excess was minimal. The Regional Media Group includes approximately $152 million of goodwill as of September 27, 2009. Given that the excess of fair value over the carrying value was minimal in the first quarter test, the Company’s annual impairment test could result in an impairment.

THE NEW YORK TIMES COMPANY

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

The changes in the carrying amount of goodwill were as follows:


*(In thousands)*	News Media Group			About Group		Total
Balance as of December 28, 2008	$	291,223		$	369,978	$	661,201
Sale of TimesDaily (Note 6)		(6,889	)		—		(6,889	)
Foreign currency translation adjustments		3,970			—		3,970

Balance as of September 27, 2009	$	288,304		$	369,978	$	658,282

Other intangible assets acquired were as follows:


	September 27, 2009							December 28, 2008
*(In thousands)*	Gross Carrying Amount		Accumulated Amortization			Net		Gross Carrying Amount		Accumulated Amortization			Net
Amortized other intangible assets:
Content	$	25,712	$	(12,969	)	$	12,743	$	25,712	$	(10,844	)	$	14,868
Customer lists		28,364		(18,842	)		9,522		28,346		(17,228	)		11,118
Other		36,563		(27,706	)		8,857		36,498		(25,188	)		11,310

Total		90,639		(59,517	)		31,122		90,556		(53,260	)		37,296

Unamortized other intangible assets:
Trade names		14,111		—			14,111		14,111		—			14,111

Total		14,111		—			14,111		14,111		—			14,111

Total other intangible assets acquired	$	104,750	$	(59,517	)	$	45,233	$	104,667	$	(53,260	)	$	51,407

As of September 27, 2009, the remaining weighted-average amortization period was seven years for content, six years for customer lists and four years for other amortizable intangible assets acquired included in the table above.

Amortization expense related to other intangible assets acquired that are subject to amortization was $6.2 million in the first nine months of 2009 and is expected to be $8.2 million for the fiscal year 2009. Estimated annual amortization expense for the next five years related to these intangible assets is expected to be as follows:


*(In thousands)*
Year	Amount
2010	$	8,100
2011		7,700
2012		5,300
2013		2,100
2014		1,100

THE NEW YORK TIMES COMPANY

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

NOTE 3. DEBT OBLIGATIONS

The Company’s total debt was approximately $917 million as of September 27, 2009. This included debt incurred under its sale-leaseback financing and the issuance of senior unsecured notes (see discussions below for additional information on these transactions), borrowings under a revolving credit agreement and capital lease obligations.

The table below details the maturities and carrying value of the Company’s debt, excluding capital lease obligations, as of September 27, 2009.


*(In thousands)*
Year	Amount
2009 6.95% medium-term notes	$	44,500
2011 Amount outstanding under revolving credit facility		104,500
2012 4.61% medium-term notes		75,000
2015 5.0% notes and 14.053% notes		500,000
2019 Option to repurchase ownership interest in headquarters building		250,000

Total	$	974,000
Unamortized amounts		(64,235	)

Carrying value as of September 27, 2009	$	909,765

Based on recent market prices and debt with similar terms and average maturities, the fair value of the Company’s debt was approximately $978 million as of September 27, 2009.

Redemption of Debt

In April 2009, the Company settled the redemption of all $250.0 million outstanding aggregate principal amount of its 4.5% notes due March 15, 2010, that had been called for redemption in March 2009. The redemption price of approximately $260 million included a $9.3 million premium and was computed under the terms of the notes as the present value of the scheduled payments of principal and unpaid interest, plus accrued interest to the redemption settlement date.

Sale-Leaseback Financing

In March 2009, an affiliate of the Company entered into an agreement to sell and simultaneously lease back a portion of its leasehold condominium interest in the Company’s headquarters building located at 620 Eighth Avenue in New York City (“Condo Interest”). The sale price for the Condo Interest was $225.0 million. The Company has an option, exercisable during the 10 ^th year of the lease term, to repurchase the Condo Interest for $250.0 million. The lease term is 15 years, and the Company has three renewal options that could extend the term for an additional 20 years. In September 2009, the Company paid approximately $3 million of additional financing fees related to this transaction.

THE NEW YORK TIMES COMPANY

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

The transaction is accounted for as a financing transaction. As such, the Company will continue to depreciate the Condo Interest and account for the rental payments as interest expense. The difference between the purchase option price of $250.0 million and the net sale proceeds of approximately $211 million, or approximately $39 million, will be amortized over a 10-year period through interest expense. The effective interest rate on this transaction was approximately 13%. The net proceeds are included in “Long-term debt and capital lease obligations” in the Company’s Condensed Consolidated Balance Sheet as of September 27, 2009.

Medium-Term Notes

In February 2009, the Company repurchased all $49.5 million aggregate principal amount of its 10-year 7.125% Series I medium-term notes, maturing November 2009, for $49.4 million, or 99.875% of par (including commission).

In February and March 2009, the Company repurchased a total of $5.0 million aggregate principal amount of its 10-year 6.950% medium-term notes, maturing November 2009. The remaining aggregate principal amount of these medium-term notes is $44.5 million and is included in “Current portion of long-term debt and capital lease obligations” in the Company’s Condensed Consolidated Balance Sheet as of September 27, 2009.

Senior Unsecured Notes

In January 2009, pursuant to a securities purchase agreement with Inmobiliaria Carso, S.A. de C.V. and Banco Inbursa S.A., Institución de Banca Múltiple, Grupo Financiero Inbursa (each an “Investor” and collectively the “Investors”), the Company issued, for an aggregate purchase price of $250.0 million, (1) $250.0 million aggregate principal amount of 14.053% senior unsecured notes due January 15, 2015, and (2) detachable warrants to purchase 15.9 million shares of the Company’s Class A Common Stock at a price of $6.3572 per share. The warrants are exercisable at the holder’s option at any time and from time to time, in whole or in part, until January 15, 2015. Each Investor is an affiliate of Carlos Slim Helú, the beneficial owner of approximately 7% of the Company’s Class A Common Stock (excluding the warrants). Each Investor purchased an equal number of notes and warrants.

The Company received proceeds of approximately $242 million (purchase price of $250.0 million, net of a $4.5 million investor funding fee and transaction costs), of which approximately $221 million was allocated to the notes and included in “Long-term debt and capital lease obligations” and approximately $21 million was allocated to the warrants and included in “Additional paid-in-capital” in the Company’s Condensed Consolidated Balance Sheet as of September 27, 2009. The difference between the purchase price of $250.0 million and the $221 million allocated to the notes, or approximately $29 million, will be amortized over a six-year period through interest expense. The effective interest rate on this transaction was approximately 17%.

THE NEW YORK TIMES COMPANY

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

The senior unsecured notes contain certain covenants that, among other things, limit (subject to certain exceptions) the ability of the Company and its subsidiaries to:

•

incur or guarantee additional debt (other than certain refinancings of existing debt, borrowings available under existing credit agreements and certain other debt, in each case subject to the provisions of the securities purchase agreement), unless (1) the debt is incurred after March 31, 2010, and (2) immediately after the incurrence of the debt, the Company’s fixed charge coverage ratio for the most recent four full fiscal quarters is at least 2.75:1. For this purpose, the fixed charge coverage ratio for any period is defined as the ratio of consolidated EBITDA for such period (defined as consolidated net income in accordance with GAAP, plus interest, taxes, depreciation and amortization, non-cash items, including, without limitation, stock-based compensation expenses, and non-recurring expenses of the Company that reduce net income but that do not represent a cash item, minus tax credits and non-cash items increasing net income) to consolidated fixed charges for such period (defined as consolidated interest expense in accordance with GAAP, including the interest component of capital leases, plus, if applicable, dividends on any preferred stock or certain redeemable capital stock);

•

create or incur liens with respect to any of its properties (subject to exceptions for customary permitted liens and liens securing debt in an amount less than 25% of adjusted stockholders’ equity, based on a formula set forth in the securities purchase agreement, which does not include accumulated other comprehensive loss and excludes the impact of one-time non-cash charges, minus the amount of guarantees of third-party debt); or

•

transfer or sell assets, except for transfers or sales in the ordinary course of business, unless within 360 days of any such transfer or sale of assets, the Company uses the net proceeds of such transfer or sale to repay outstanding senior debt or invest in a similar business, acquire properties or make capital expenditures. Any net proceeds from a transfer or asset sale not invested as described above will be deemed “excess proceeds.” When the amount of the “excess proceeds” exceeds $10 million, the Company will be required to make an offer to all holders of the senior unsecured notes to purchase the maximum aggregate principal amount of the senior unsecured notes that may be purchased with the “excess proceeds” at an offer price equal to 100% of such outstanding principal amount of the senior unsecured notes, plus accrued and unpaid interest, if any.

The Company was in compliance with these covenants as of September 27, 2009.

Revolving Credit Agreements

The Company’s $400.0 million credit agreement expiring in June 2011 is used for general corporate purposes and provides a facility for the issuance of letters of credit. The Company had a second $400.0 million credit agreement that expired in May 2009. The Company did not renew this facility as management believes the amounts available under the $400.0 million credit facility expiring in June 2011, in combination with other financing sources, will be sufficient to meet its financing needs through the expiration of that credit facility.

THE NEW YORK TIMES COMPANY

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

Any borrowings under the revolving credit agreement bear interest at specified margins based on the Company’s credit rating, over various floating rates selected by the Company. The amount available under the Company’s revolving credit agreement expiring in June 2011, after borrowings and outstanding letters of credit, was approximately $230 million as of September 27, 2009.

The revolving credit agreement contains a covenant that requires a specified level of stockholders’ equity, which as defined by the agreement does not include accumulated other comprehensive loss and excludes the impact of one-time non-cash charges. The required levels of stockholders’ equity (as defined by the agreement) is the sum of $950.0 million plus an amount equal to 25% of net income for each fiscal year ending after December 28, 2003, when net income exists. As of September 27, 2009, the amount of stockholders’ equity in excess of the required levels was approximately $578 million, which excludes the impact of non-cash impairment charges incurred in 2006, 2007 and 2008 that together aggregated approximately $878 million.

“Interest expense, net” in the Company’s Condensed Consolidated Statements of Operations was as follows:


	For the Quarters Ended						For the Nine Months Ended
*(In thousands)*	September 27, 2009			September 28, 2008			September 27, 2009			September 28, 2008
Interest expense	$	21,939		$	12,222		$	63,261		$	37,631
Capitalized interest		(293	)		(515	)		(1,382	)		(1,977	)
Interest income		(618	)		(49	)		(1,049	)		(147	)

Interest expense, net	$	21,028		$	11,658		$	60,830		$	35,507

NOTE 4. INCOME TAXES

The Company has previously recorded its income tax provision or benefit in interim periods based on an estimated annual effective tax rate. However, since the second quarter of 2009, the Company uses the discrete period method to calculate taxes because minor changes in the Company’s estimated pre-tax results cause significant variability in the estimated annual effective tax rate and therefore, such an estimate is not reliable. Under the discrete period method, the Company calculates taxes based upon actual results as if the interim period were an annual period. This method produces the best estimate of the Company’s tax provision in 2009.

The Company had an income tax benefit of $3.2 million (effective tax rate of 8.3%) on pre-tax loss of $39.0 million in the third quarter of 2009 and an income tax benefit of $42.6 million (effective tax rate of 37.6%) on pre-tax loss of $113.5 million in the first nine months of 2009. The tax benefit in the third quarter and first nine months of 2009 was unfavorably affected by $11.7 million in tax expense due to the reduction of deferred tax asset balances as a result of lower income tax rates. The effective tax rate in the first nine months of 2009 was favorably affected by a $20.1 million adjustment to reduce the Company’s reserve for uncertain tax positions because statutes of limitation lapsed.

THE NEW YORK TIMES COMPANY

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

The Company had an income tax benefit of $40.4 million (effective tax rate of 26.0%) on pre-tax loss of $155.2 million in the third quarter of 2008 and an income tax benefit of $30.8 million (effective tax rate of 24.8%) on pre-tax loss of $124.2 million in the first nine months of 2008. In 2008, the effective income tax rates were low because the goodwill portion of the non-cash impairment charge at the New England Media Group and losses on investments in corporate-owned life insurance policies were non-deductible for tax purposes. In addition, a change in Massachusetts state tax law had an unfavorable effect.

NOTE 5. PENSION AND POSTRETIREMENT BENEFITS

Pension

The Company sponsors several pension plans, participates in The New York Times Newspaper Guild pension plan, a joint Company and Guild-sponsored plan, and makes contributions to several others, in connection with collective bargaining agreements, that are considered multi-employer pension plans. These plans cover substantially all employees.

The Company-sponsored plans include qualified (funded) plans as well as non-qualified (unfunded) plans. These plans provide participating employees with retirement benefits in accordance with benefit formulas detailed in each plan. The Company’s non-qualified plans provide retirement benefits only to certain highly compensated employees of the Company.

The components of net periodic pension cost of all Company-sponsored plans and The New York Times Newspaper Guild pension plan were as follows:


	For the Quarters Ended
	September 27, 2009								September 28, 2008
*(In thousands)*	Qualified Plans			Non-Qualified Plans		All Plans			Qualified Plans			Non-Qualified Plans		All Plans
Service cost	$	7,569		$	297	$	7,866		$	10,110		$	710	$	10,820
Interest cost		25,744			3,573		29,317			25,078			3,463		28,541
Expected return on plan assets		(28,568	)		—		(28,568	)		(31,915	)		—		(31,915	)
Amortization of prior service (credit)/cost		(1,516	)		109		(1,407	)		462			17		479
Recognized actuarial loss		5,693			1,098		6,791			729			1,238		1,967
Curtailment loss		2,510			—		2,510			—			—		—

Net periodic pension cost	$	11,432		$	5,077	$	16,509		$	4,464		$	5,428	$	9,892


	For the Nine Months Ended
	September 27, 2009								September 28, 2008
*(In thousands)*	Qualified Plans			Non-Qualified Plans		All Plans			Qualified Plans			Non-Qualified Plans		All Plans
Service cost	$	23,785		$	944	$	24,729		$	30,330		$	2,130	$	32,460
Interest cost		77,239			10,800		88,039			75,234			10,389		85,623
Expected return on plan assets		(85,770	)		—		(85,770	)		(95,745	)		—		(95,745	)
Amortization of prior service (credit)/cost		(4,390	)		334		(4,056	)		1,186			51		1,237
Recognized actuarial loss		17,183			3,370		20,553			2,187			3,714		5,901
Curtailment loss		2,510			196		2,706			—			—		—

Net periodic pension cost	$	30,557		$	15,644	$	46,201		$	13,192		$	16,284	$	29,476

THE NEW YORK TIMES COMPANY

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

In the second quarter of 2009, various union agreements covering employees of The Boston Globe (the “Globe”) were amended. The amendments to two union agreements included the elimination of certain non-qualified retirement benefits, which resulted in a nominal curtailment. In connection with the curtailment, the Company remeasured the projected benefit obligation, resulting in a decrease in the pension liability of approximately $5 million and an increase in comprehensive income (before taxes) of approximately $5 million.

In the third quarter of 2009, the Boston Newspaper Guild of the Globe ratified amendments to its collective bargaining agreement. These amendments included freezing benefits under a Company-sponsored qualified defined benefit pension plan, which resulted in a curtailment and a remeasurement of the pension plan. Therefore, the Company recognized a curtailment loss of $2.5 million, a decrease in the pension liability of approximately $22 million and an increase in comprehensive income (before taxes) of approximately $25 million.

In 2009, the Company will make contractual funding contributions of approximately $16 million (approximately $11 million was made in the first nine months of 2009) in connection with The New York Times Newspaper Guild pension plan. However, the Company is not required to make contributions to its other pension plans in 2009, due to funding credits accrued from contributions in prior years.

On March 31, 2009, the U.S. Treasury Department provided guidance on the selection of the corporate bond yield curve for determining plan liabilities for funding purposes. This guidance, which is temporary and applies only to the Company’s January 1, 2009 valuation, allows the Company to choose a discount rate from any of the four months preceding the valuation date rather than requiring the use of the discount rate in December 2008 (the month preceding the valuation date). This guidance had the effect of reducing the Company’s underfunded pension obligation as measured in accordance with the Employee Retirement Income Security Act and delaying the timing of required contributions.

In its Annual Report on Form 10-K for the year ended December 28, 2008, the Company disclosed an estimated underfunded pension obligation for funding purposes of $535 million, with required contributions beginning in 2010. As of its January 1, 2009 valuation date, with the application of an alternative discount rate permitted by the guidance mentioned above, the Company estimates its underfunded pension obligation for funding purposes to be approximately $300 million. However, this estimate is materially affected by the valuation date used and the applicable assumptions as of such date, including the discount rate. The Company believes a significant portion, if not all, of the 2010 required contributions will be offset with funding credits, and therefore the timing of required contributions could be delayed until 2011. The Company may still elect to make contributions to the pension plans in 2010 based on market and other factors, but does not plan to do so in 2009.

THE NEW YORK TIMES COMPANY

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

Pension Withdrawal Liabilities

In the second quarter of 2009, employees of the Globe represented by various unions ratified amendments to their collective bargaining agreements that allowed the Company to withdraw or partially withdraw from various multi-employer pension plans. These withdrawals resulted in withdrawal liabilities to these respective plans for the Company’s proportionate share of any unfunded vested benefits.

In the third quarter of 2009, the Company recorded a $73.6 million charge for the present value of estimated future payments under the pension withdrawal liabilities. The Company’s total estimated future payments relating to withdrawal liabilities to these multi-employer plans are approximately $187 million. These amounts will be adjusted as more information becomes available that will allow the Company to refine the estimate. The actual liability will not be known until each plan completes a final assessment of the withdrawal liability and issues a demand to the Company. While the exact period over which the payment of these liabilities would be made has not yet been determined, a withdrawal liability is generally paid in installments over a period of time that could extend up to 20 years (or beyond in the case of a mass withdrawal). The Company’s estimate assumes a payment period of approximately 20 years.

In the second quarter of 2009, the Company incurred a $6.6 million estimated charge for the present value of estimated future payments under a pension withdrawal liability in connection with the closing of its subsidiary, City & Suburban Delivery Systems, Inc. (“City & Suburban”). The Company’s total estimated future payments are approximately $8 million. The actual liability will not be known until the plan completes a final assessment of the withdrawal liability and issues a demand to the Company. See Note 6 for additional information.

Postretirement Benefits

The Company provides health and life insurance benefits to retired employees and their eligible dependents, who are not covered by any collective bargaining agreements, if the employees meet specified age and service requirements. The Company no longer provides post-age 65 retiree medical benefits for employees who retire on or after March 1, 2009. The Company also covers postretirement benefits to certain union employees. The Company’s policy is to pay its portion of insurance premiums and claims from Company assets.

The Company accrues the costs of postretirement benefits during the employees’ active years of service.

THE NEW YORK TIMES COMPANY

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

The components of net periodic postretirement benefit (credit)/cost were as follows:


	For the Quarters Ended						For the Nine Months Ended
*(In thousands)*	September 27, 2009			September 28, 2008			September 27, 2009			September 28, 2008
Service cost	$	388		$	881		$	1,164		$	2,643
Interest cost		2,589			3,514			7,767			10,542
Amortization of prior service credit		(3,726	)		(2,908	)		(11,178	)		(8,724	)
Recognized actuarial loss		503			1,041			1,509			3,123

Net periodic postretirement (credit)/cost	$	(246	)	$	2,528		$	(738	)	$	7,584

NOTE 6. OTHER

Sale of Assets

In the third quarter of 2009, the Company sold certain surplus real estate assets at the Regional Media Group and recorded a gain on the sales totaling $5.2 million.

In the second quarter of 2009, the Company sold the TimesDaily, a daily newspaper located in Florence, Ala., for $11.5 million. The Company recorded a gain on the sale of $0.3 million in the second quarter of 2009.

Loan Issuance

In April 2009, the Company made a one-year secured term loan of approximately $13 million to a third party that provides home-delivery services for The Times and the Globe and circulation customer services for The Times. The Company had previously guaranteed the payments under the circulation service provider’s credit facility for approximately $20 million to enable it to obtain more favorable financing terms (see Note 10). However, the credit facility, which expired in April 2009, and the Company’s guarantee were replaced by the Company loan. The circulation service provider has agreed to pay the Company interest at an annual rate of 13% and has granted a security interest in all of its assets to secure the payment of the loan. In September 2009, the circulation service provider repaid $1 million, and therefore the amount outstanding as of September 27, 2009 is approximately $12 million.

City & Suburban Closure

In January 2009, the Company closed City & Suburban, which operated a wholesale distribution business that delivered The New York Times (“The Times”) and other newspapers and magazines to newsstands and retail outlets in the New York metropolitan area. With this change, the Company moved to a distribution model similar to that of The Times’s national edition. As a result, The Times is currently delivered to newsstands and retail outlets in the New York metropolitan area through a combination of third-party wholesalers and the Company’s own drivers. In other markets in the United States and Canada, The Times is delivered through agreements with other newspapers and third-party delivery agents.

THE NEW YORK TIMES COMPANY

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

As of September 27, 2009, total costs recorded to close City & Suburban were approximately $59 million, of which approximately $26 million was recorded in the first nine months of 2009 and approximately $33 million was recorded in 2008 (principally consisting of $29 million in severance costs). In the first nine months of 2009, the costs included a $16.4 million estimated loss, recorded in the first quarter, for the present value of remaining rental payments under leases, for property previously occupied by City & Suburban, in excess of estimated rental income under potential subleases and a $6.6 million estimated charge, recorded in the second quarter, for the present value of estimated future payments under a pension withdrawal liability related to a multi-employer pension plan. While the majority of costs to close City & Suburban have been recognized as of September 27, 2009, the loss on abandoned leases may be adjusted as the Company enters into subleases or other transactions to utilize or exit the vacant properties, and the estimated pension charge may be adjusted when the Company receives a final assessment regarding the actual pension withdrawal liability to be paid (see Note 5).

Plant Closing – Billerica, Mass.

In the second quarter of 2009, the Company completed the consolidation of the Globe’s printing facility in Billerica, Mass., into its Boston, Mass., facility. As of September 27, 2009, total costs recorded to close the Billerica facility were approximately $29 million, of which approximately $25 million was recorded in the first nine months of 2009 (approximately $13 million in severance, approximately $6 million in accelerated depreciation and approximately $6 million in moving costs) and approximately $4 million was recorded in 2008 (for accelerated depreciation). The majority of the costs to close the Billerica facility have been recognized as of September 27, 2009.

Capital expenditures to consolidate printing operations into one printing plant were approximately $4 million, of which the majority was incurred in the first nine months of 2009.

Severance Costs

The Company recognized severance costs of $3.8 million in the third quarter of 2009 and $30.5 million in the first nine months of 2009. In the third quarter and first nine months of 2008, the Company recognized severance costs of $18.1 million and $56.9 million, respectively. These costs were primarily recognized at the News Media Group related to various initiatives and are primarily recorded in “Selling, general and administrative costs” in the Company’s Condensed Consolidated Statements of Operations. As of September 27, 2009, the Company had a severance liability of approximately $15.4 million included in “Accrued expenses” in the Company’s Condensed Consolidated Balance Sheet.

Impairment of Assets

In the third quarter of 2008, the Company recorded a non-cash charge of $160.4 million for the impairment of property, plant and equipment, intangible assets and goodwill at the New England Media Group.

THE NEW YORK TIMES COMPANY

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

In the first quarter of 2008, the Company recorded a non-cash charge of $18.3 million for the write-down of assets for a systems project at the News Media Group. The Company reduced the scope of a major advertising and circulation project to decrease capital spending, which resulted in the write-down of previously capitalized costs.

NOTE 7. EARNINGS/(LOSS) PER SHARE

Basic and diluted earnings/(loss) per share have been computed as follows:


	For the Quarters Ended						For the Nine Months Ended
*(In thousands, except per share data)*	September 27, 2009			September 28, 2008			September 27, 2009			September 28, 2008
Loss from continuing operations	$	(35,624	)	$	(114,904	)	$	(71,028	)	$	(93,787	)
Income from discontinued operations		—			8,611			—			8,300

Net loss	$	(35,624	)	$	(106,293	)	$	(71,028	)	$	(85,487	)

Average number of common shares outstanding-Basic		144,335			143,782			144,074			143,773
Incremental shares for assumed exercise of securities		—			—			—			—

Average number of common shares outstanding-Diluted		144,335			143,782			144,074			143,773

Loss from continuing operations	$	(0.25	)	$	(0.80	)	$	(0.49	)	$	(0.65	)
Income from discontinued operations		0.00			0.06			0.00			0.06

Loss per share-Basic	$	(0.25	)	$	(0.74	)	$	(0.49	)	$	(0.59	)

Loss from continuing operations	$	(0.25	)	$	(0.80	)	$	(0.49	)	$	(0.65	)
Income from discontinued operations		0.00			0.06			0.00			0.06

Loss per share-Diluted	$	(0.25	)	$	(0.74	)	$	(0.49	)	$	(0.59	)

The difference between basic and diluted shares is that diluted shares include the dilutive effect of the assumed exercise of outstanding securities. The Company’s stock options and warrants could have a significant impact on diluted shares.

In the third quarter and first nine months of 2009 and 2008, securities that could potentially be dilutive were not included in diluted shares because the loss from continuing operations made them anti-dilutive. Therefore, the amount of basic and diluted shares was the same.

The number of stock options that were excluded from the computation of diluted earnings per share was approximately 31 million for the third quarter and the first nine months of 2009 with exercise prices ranging from $3.63 to $48.54. Approximately 32 million stock options in the third quarter and first nine months of 2008 with exercise prices ranging from $13.03 to $48.54 were excluded from the computation.

The number of warrants issued in the first quarter of 2009 that were excluded from the computation of diluted earnings per share was approximately 15.9 million for the third quarter and the first nine months of 2009. All of these warrants were issued in the first quarter of 2009 and have an exercise price of $6.3572.

THE NEW YORK TIMES COMPANY

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

NOTE 8. COMPREHENSIVE INCOME/(LOSS)

Comprehensive income/(loss) was as follows:


	For the Quarters Ended						For the Nine Months Ended
*(In thousands)*	September 27, 2009			September 28, 2008			September 27, 2009			September 28, 2008
Net loss	$	(35,735	)	$	(106,239	)	$	(70,840	)	$	(85,116	)
Foreign currency translation adjustments		4,781			(10,559	)		4,431			(1,892	)
Adjustments to pension benefits obligation		24,566			—			29,623			—
Amortization of unrecognized amounts included in pension and postretirement benefits obligations		2,161			579			3,330			1,537
Income tax (benefit)/expense		(11,336	)		4,149			(13,791	)		(307	)

Comprehensive loss		(15,563	)		(112,070	)		(47,247	)		(85,778	)
Comprehensive loss/(income) attributable to the noncontrolling interest		111			(54	)		(188	)		(371	)

Comprehensive loss attributable to The New York Times Company common stockholders	$	(15,452	)	$	(112,124	)	$	(47,435	)	$	(86,149	)

The “Accumulated other comprehensive loss, net of income taxes” in the Company’s Condensed Consolidated Balance Sheets was net of a deferred income tax benefit of approximately $254 million as of September 27, 2009, and $278 million as of December 28, 2008.

NOTE 9. SEGMENT INFORMATION

The Company’s reportable segments consist of the News Media Group and the About Group. These segments are evaluated regularly by key management in assessing performance and allocating resources.

Below is a description of the Company’s reportable segments:

News Media Group (consisting of The New York Times Media Group, which principally includes The Times, the International Herald Tribune, NYTimes.com, global.nytimes.com, WQXR-FM (sold in October 2009, see Note 11) and related businesses; the New England Media Group, which principally includes the Globe, Boston.com, the Worcester Telegram & Gazette, Telegram.com and related businesses; and the Regional Media Group, which includes 14 daily newspapers, other print publications and related businesses); and

About Group (consisting of the Web sites of About.com, ConsumerSearch.com, UCompareHealthCare.com and Caloriecount.com).

THE NEW YORK TIMES COMPANY

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

The Company’s Statements of Operations by reportable segment and Corporate were as follows:


	For the Quarters Ended						For the Nine Months Ended
*(In thousands)*	September 27, 2009			September 28, 2008			September 27, 2009			September 28, 2008
REVENUES
News Media Group	$	539,849		$	658,336		$	1,679,371		$	2,091,314
About Group		30,772			28,706			84,757			85,488

Total	$	570,621		$	687,042		$	1,764,128		$	2,176,802

OPERATING PROFIT/(LOSS)
News Media Group	$	(28,661	)	$	(153,340	)	$	(62,070	)	$	(95,583	)
About Group		13,729			10,784			32,910			29,421
Corporate		(10,506	)		(7,888	)		(34,581	)		(37,812	)

Total	$	(25,438	)	$	(150,444	)	$	(63,741	)	$	(103,974	)
Net income from joint ventures		7,498			6,892			20,335			15,264
Interest expense, net		21,028			11,658			60,830			35,507
Premium on debt redemption		—			—			9,250			—

Loss from continuing operations before income taxes		(38,968	)		(155,210	)		(113,486	)		(124,217	)
Income tax benefit		(3,233	)		(40,360	)		(42,646	)		(30,801	)

Loss from continuing operations		(35,735	)		(114,850	)		(70,840	)		(93,416	)
Discontinued operations, net of income taxes- Broadcast Media Group		—			8,611			—			8,300

Net loss		(35,735	)		(106,239	)		(70,840	)		(85,116	)
Net loss/(income) attributable to the noncontrolling interest		111			(54	)		(188	)		(371	)

Net loss attributable to The New York Times Company common stockholders	$	(35,624	)	$	(106,293	)	$	(71,028	)	$	(85,487	)

NOTE 10. CONTINGENT LIABILITIES

Third-Party Guarantees

In April 2009, the Company’s guarantee for payments under a third-party circulation service provider’s credit facility expired (see Note 6). As of September 27, 2009, the Company had additional outstanding guarantees on behalf of this third-party circulation service provider, as well as on behalf of two third parties that provide printing and distribution services for The Times’s national edition. The guarantees were for payments under property and equipment leases, and for certain debt and costs related to any default. The total amount of the guarantees was approximately $5 million as of September 27, 2009. In accordance with GAAP, the contingent obligations related to these guarantees are not reflected in the Company’s Condensed Consolidated Balance Sheets as of September 27, 2009 and December 28, 2008.

Other

The Company also had letters of credit of approximately $66 million as of September 27, 2009, primarily to satisfy requirements by insurance companies, to provide support for the Company’s workers’ compensation liability and to support the sale-leaseback financing. The workers’ compensation liability (approximately $44 million) is included in the Company’s Condensed Consolidated Balance Sheet as of September 27, 2009.

THE NEW YORK TIMES COMPANY

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

There are various legal actions that have arisen in the ordinary course of business and are now pending against the Company. These actions are generally for amounts greatly in excess of the payments, if any, that may be required to be made. It is the opinion of management after reviewing these actions with legal counsel to the Company that the ultimate liability that might result from these actions would not have a material adverse effect on the Company’s Condensed Consolidated Financial Statements.

NOTE 11. SUBSEQUENT EVENTS

On October 8, 2009, the Company completed the sale of WQXR-FM, its New York City radio station, to subsidiaries of Univision Radio Inc. and WNYC Radio for a total of approximately $45 million. Univision Radio paid the Company $33.5 million to exchange the FCC 105.9 FM broadcast license and transmitting equipment for the Company’s license, equipment and stronger signal at 96.3 FM. At the same time, WNYC Radio purchased the FCC license for 105.9 FM, all related transmitting equipment and WQXR’s call letters and Web site from the Company for $11.5 million. Univision Radio is retaining the WCAA-FM call letters. The Company used the proceeds from the sale to pay outstanding debt. The Company expects to record an after-tax gain on the sale of approximately $23 million.

The Company has evaluated subsequent events through November 4, 2009, the date on which these financial statements were issued.

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

We are a diversified media company that currently includes newspapers, Internet businesses, investments in paper mills and other investments. Our segments and divisions are:

News Media Group (consisting of The New York Times Media Group, which principally includes The New York Times (“The Times”), the International Herald Tribune, NYTimes.com, global.nytimes.com, WQXR-FM (which was sold in October 2009) and related businesses; the New England Media Group, which principally includes The Boston Globe (the “Globe”), Boston.com, the Worcester Telegram & Gazette, Telegram.com and related businesses; and the Regional Media Group, which includes 14 daily newspapers, other print publications and related businesses). The News Media Group generates revenues principally from print and online advertising and through circulation. Other revenues, which make up the remainder of revenues, primarily consist of revenues from news services/syndication, commercial printing, digital archives, rental income and direct mail advertising services. In 2008, other revenues also included revenues from the delivery of third-party publications by City & Suburban Delivery Systems, Inc. (“City & Suburban”), which was closed in early January 2009. The News Media Group’s main operating costs are employee-related costs and raw materials, primarily newsprint.

About Group (consisting of the Web sites of About.com, ConsumerSearch.com, UCompareHealthCare.com and Caloriecount.com). The About Group principally generates revenues from cost-per-click advertising (sponsored links for which the About Group is paid when a user clicks on the ad), display advertising that is relevant to its adjacent content, and e-commerce (including sales lead generation). Almost all of its revenues (95 % in the first nine months of 2009) are derived from the sale of advertisements (cost-per-click and display advertising). Cost-per-click advertising accounts for 60% of the About Group’s total advertising revenues. The About Group’s main operating costs are employee-related costs and content and hosting costs.

Joint Ventures Our investments accounted for under the equity method are as follows:

•

a 49% interest in Metro Boston LLC (“Metro Boston”), which publishes a free daily newspaper in the Greater Boston area,

•

a 49% interest in a Canadian newsprint company, Donohue Malbaie Inc.,

•

a 40% interest in a partnership, Madison Paper Industries, operating a supercalendered paper mill in Maine,

•

a 25% interest in quadrantONE LLC, an online advertising network that sells bundled premium, targeted display advertising onto local newspaper and other Web sites, and

•

a 17.75% interest in New England Sports Ventures (“NESV”), which owns the Boston Red Sox, Fenway Park and adjacent real estate, approximately 80% of the New England Sports Network (the regional cable sports network that televises the Red Sox games) and 50% of Roush Fenway Racing, a leading NASCAR team. In January 2009, we announced that we were exploring the sale of our interest in NESV.

Like many companies across America and in our industry, we have continued to face a challenging business environment. The effect of the global economic downturn, coupled with the secular changes affecting newspapers, resulted in significant revenue declines in the first nine months of 2009 as advertisers pulled back on print placements in all categories. Digital revenues also decreased as a result of the weakening economy. The rate of decline in advertising revenues moderated in the third quarter of 2009, from what we experienced in the second quarter, declining 26.9% in the third quarter of 2009 and 28.1% in the first nine months of 2009 compared with the respective periods in 2008. Looking ahead, visibility remains limited for advertising. We have seen encouraging signs of improvement in the overall economy and in discussions with our advertisers. Early in the fourth quarter, print advertising trends, in comparison to the third quarter, have improved modestly, while digital advertising trends are improving more significantly. As the advertising marketplace, particularly in print, changes, we continue to explore payment models as well as other approaches to generate revenues from our online content and to evaluate our circulation pricing models. In the third quarter of 2009, our circulation revenues increased 6.7% compared with the third quarter of 2008. In addition, we have continued our efforts to reduce expenses. In the third quarter of 2009, our operating costs declined about 22% compared with the third quarter of 2008, with reductions in nearly all major expense categories. See “—Results of Operations” for a further discussion of our third-quarter and nine-month performance.

In light of difficult economic conditions, we have also taken steps in the first nine months of 2009 to improve our liquidity. These liquidity efforts are further described in the “Liquidity and Capital Resources” section below and include the execution of a sale-leaseback financing for a portion of the space we own and occupy in our New York City headquarters and the issuance of senior unsecured notes and warrants. The proceeds from these transactions were used to repay existing debt. More than three-quarters of our debt now matures in 2015 or later.

RECENT DEVELOPMENTS

New England Media Group

The New England Media Group, which includes the Globe, the Worcester Telegram & Gazette and their Web sites, has been affected by secular and cyclical forces affecting the media industry. We have responded by developing a strategic plan that includes consolidating printing facilities, raising circulation prices and reducing compensation and headcount. In addition, we retained Goldman, Sachs & Co. to explore a potential sale of the New England Media Group. However, after careful consideration and analysis, in October 2009, we terminated the process to explore the sale of the Globe, Boston.com and related businesses. We continue to assess strategic alternatives for the Worcester Telegram & Gazette.

As part of our restructuring efforts, earlier in the year, we engaged in extensive negotiations with the Globe’s unions on various cost-cutting measures. In the second and third quarters of 2009, employees of the Globe represented by various unions ratified amendments to their collective bargaining agreements, which we project will save $20 million in annual operating costs.

Amendments to two union agreements ratified in the second quarter of 2009 included the elimination of certain non-qualified retirement benefits, which resulted in a nominal curtailment. In connection with the curtailment, we remeasured the projected benefit obligation, resulting in a decrease in the pension liability of approximately $5 million and an increase in comprehensive income (before taxes) of approximately $5 million. In the third quarter of 2009, the Boston Newspaper Guild of the Globe ratified amendments to its collective bargaining agreement. These amendments included freezing benefits under a Company-sponsored qualified defined benefit pension plan, which resulted in a curtailment and a remeasurement of the pension plan. Therefore, we recognized in the third quarter of 2009 a curtailment loss of $2.5 million, a decrease in the pension liability of approximately $22 million and an increase in comprehensive income (before taxes) of approximately $25 million.

In addition, amendments to several collective bargaining agreements allowed us to withdraw or partially withdraw from various multi-employer pension plans. These withdrawals resulted in withdrawal liabilities to these respective plans for our proportionate share of any unfunded vested benefits. In the third quarter of 2009, we recorded a $73.6 million charge for the present value of estimated future payments under the pension withdrawal liabilities. Our total estimated future payments relating to withdrawal liabilities to these multi-employer plans are approximately $187 million. These amounts will be adjusted as more information becomes available that will allow us to refine the estimate. The actual liability will not be known until each plan completes a final assessment of the withdrawal liability and issues a demand to us. While the exact period over which the payment of these liabilities would be made has not yet been determined, a withdrawal liability is generally paid in installments over a period of time that could extend up to 20 years (or beyond in the case of a mass withdrawal). Our estimate assumes a payment period of approximately 20 years.

Sale of Assets

On October 8, 2009, we completed the sale of WQXR-FM, our New York City radio station to subsidiaries of Univision Radio Inc. and WNYC Radio for a total of approximately $45 million. Univision Radio paid us $33.5 million to exchange the FCC 105.9 FM broadcast license and transmitting equipment for our license, equipment and stronger signal at 96.3 FM. At the same time, WNYC Radio purchased the FCC license for 105.9 FM, all related transmitting equipment and WQXR’s call letters and Web site from us for $11.5 million. Univision Radio is retaining the WCAA-FM call letters. We used the proceeds from the sale to pay outstanding debt. We expect to record an after-tax gain on the sale of approximately $23 million.

In the third quarter of 2009, we sold certain surplus real estate assets at the Regional Media Group and recorded a gain on the sales totaling $5.2 million.

In the second quarter of 2009, we sold the TimesDaily, a daily newspaper located in Florence, Ala., for $11.5 million. We recorded a gain on the sale of $0.3 million in the second quarter of 2009.

Loan Issuance

In April 2009, we made a one-year secured term loan of approximately $13 million to a third party that provides home-delivery services for The Times and the Globe and circulation customer services for The Times. We had previously guaranteed the payments under the circulation service provider’s credit facility for approximately $20 million to enable it to obtain more favorable financing terms (see Note 10 of the Notes to the Condensed Consolidated Financial Statements). However, the credit facility, which expired in April 2009, and our guarantee were replaced by our loan. The circulation service provider has agreed to pay us interest at an annual rate of 13% and has granted a security interest in all of its assets to secure the payment of the loan. In September 2009, the circulation service provider repaid $1 million, and therefore the amount outstanding as of September 27, 2009 is approximately $12 million.

City & Suburban Closure

In January 2009, we closed City & Suburban, which operated a wholesale distribution business that delivered The Times and other newspapers and magazines to newsstands and retail outlets in the New York metropolitan area. With this change, we moved to a distribution model similar to that of The Times’s national edition. As a result, The Times is currently delivered to newsstands and retail outlets in the New York metropolitan area through a combination of third-party wholesalers and our own drivers. In other markets in the United States and Canada, The Times is delivered through agreements with other newspapers and third-party delivery agents.

As of September 27, 2009, total costs recorded to close City & Suburban were approximately $59 million, of which approximately $26 million was recorded in the first nine months of 2009 and approximately $33 million was recorded in 2008 (principally consisting of $29 million in severance costs). In the first nine months of 2009, the costs included a $16.4 million estimated loss, recorded in the first quarter, for the present value of remaining rental payments under leases, for property previously occupied by City & Suburban, in excess of estimated rental income under potential subleases and a $6.6 million estimated charge, recorded in the second quarter for the present value of estimated future payments under a pension withdrawal liability related to a multi-employer pension plan. While the majority of costs to close City & Suburban have been recognized as of September 27, 2009, the loss on abandoned leases may be adjusted as we enter into subleases or other transactions to utilize or exit the vacant properties, and the estimated pension charge may be adjusted when we receive a final assessment regarding the actual pension withdrawal liability to be paid (see Note 5 of the Notes to the Condensed Consolidated Financial Statements).

The effect of the closure on our third-quarter 2009 results was a decrease in other revenues (from the elimination of the delivery of third-party publications) of approximately $19 million, circulation revenues (from the sale of The Times to wholesale distributors rather than retailers) of approximately $2 million and operating costs of approximately $31 million.

The effect of the closure on our nine-month 2009 results was a decrease in other revenues of approximately $54 million, circulation revenues of approximately $7 million and operating costs of approximately $88 million.

Plant Closing – Billerica, Mass.

In the second quarter of 2009, we completed the consolidation of the Globe’s printing facility in Billerica, Mass., into our Boston, Mass., facility. As of September 27, 2009, total costs recorded to close the Billerica facility were approximately $29 million, of which approximately $25 million was recorded in the first nine months of 2009 (approximately $13 million in severance, approximately $6 million in accelerated depreciation and approximately $6 million in moving costs) and approximately $4 million was recorded in 2008 (for accelerated depreciation). The majority of the costs to close the Billerica facility have been recognized as of September 27, 2009.

Capital expenditures to consolidate printing operations into one printing plant were approximately $4 million, of which the majority was incurred in the first nine months of 2009.

Severance Costs

We recognized severance costs of $3.8 million in the third quarter of 2009 and $30.5 million in the first nine months of 2009. In the third quarter and first nine months of 2008, we recognized severance costs of $18.1 million and $56.9 million, respectively. These costs were primarily recognized at the News Media Group related to various initiatives and are primarily recorded in “Selling, general and administrative costs” in our Condensed Consolidated Statements of Operations.

2009 EXPECTATIONS

These expectations have not changed since detailed in our earnings press release for the third quarter of 2009 except for our expectations on severance costs and year-over-year savings on severance.

For 2009, approximate expectations are as follows:

•

Depreciation and amortization: $135 to $140 million (including $6 million of accelerated depreciation for the consolidation of the Globe’s printing plants),

•

Capital expenditures: $60 million,

•

Interest expense: $85 million and

•

Severance costs: $50 million.

We expect to save approximately $475 million in operating costs as a result of reductions in nearly all major expense categories. This includes approximate year-over-year savings for:

•

Closure of City & Suburban: $118 million,

•

Newsprint: $65 million,

•

Severance: $30 million,

•

Benefit plan changes for nonunion employees: $18 million,

•

Boston labor agreements: $10 million in the second half of 2009 and $20 million annually in 2010,

•

Boston plant consolidation: $9 million in the second half of 2009 and $18 million annually in 2010 and

•

Significant savings as a result of the decrease in the size of our workforce, which at the end of September 2009 was down 20 percent from the prior year, and a reduction in salaries in the second quarter of 2009.

RESULTS OF OPERATIONS

The following table presents our consolidated financial results.


	For the Quarters Ended								For the Nine Months Ended
*(In thousands)*	September 27, 2009			September 28, 2008			% Change		September 27, 2009			September 28, 2008			% Change
Revenues
Advertising	$	290,998		$	398,196		(26.9	)	$	942,926		$	1,310,912		(28.1	)
Circulation		240,766			225,689		6.7			697,156			676,486		3.1
Other		38,857			63,157		(38.5	)		124,046			189,404		(34.5	)

Total revenues		570,621			687,042		(16.9	)		1,764,128			2,176,802		(19.0	)
Operating costs
Production costs:
Raw materials		31,901			62,645		(49.1	)		130,349			182,006		(28.4	)
Wages and benefits		129,046			148,183		(12.9	)		404,998			473,695		(14.5	)
Other		80,246			111,418		(28.0	)		250,689			331,508		(24.4	)

Total production costs		241,193			322,246		(25.2	)		786,036			987,209		(20.4	)
Selling, general and administrative costs		252,635			320,929		(21.3	)		845,392			1,006,392		(16.0	)
Depreciation and amortization		31,319			33,881		(7.6	)		102,517			108,454		(5.5	)

Total operating costs		525,147			677,056		(22.4	)		1,733,945			2,102,055		(17.5	)
Pension withdrawal and curtailment expense		76,110			—		N/A			82,759			—		N/A
Gain on sale of assets		5,198			—		N/A			5,198			—		N/A
Loss on leases		—			—		N/A			16,363			—		N/A
Impairment of assets		—			160,430		N/A			—			178,721		N/A

Operating loss		(25,438	)		(150,444	)	(83.1	)		(63,741	)		(103,974	)	(38.7	)
Net income from joint ventures		7,498			6,892		8.8			20,335			15,264		33.2
Interest expense, net		21,028			11,658		80.4			60,830			35,507		71.3
Premium on debt redemption		—			—		N/A			9,250			—		N/A

Loss from continuing operations before income taxes		(38,968	)		(155,210	)	(74.9	)		(113,486	)		(124,217	)	(8.6	)
Income tax benefit		(3,233	)		(40,360	)	(92.0	)		(42,646	)		(30,801	)	38.5

Loss from continuing operations		(35,735	)		(114,850	)	(68.9	)		(70,840	)		(93,416	)	(24.2	)
Discontinued operations, net of income taxes-Broadcast Media Group		—			8,611		N/A			—			8,300		N/A

Net loss		(35,735	)		(106,239	)	(66.4	)		(70,840	)		(85,116	)	(16.8	)
Net loss/(income) attributable to the noncontrolling interest		111			(54	)	*			(188	)		(371	)	(49.3	)

Net loss attributable to The New York Times Company common stockholders	$	(35,624	)	$	(106,293	)	(66.5	)	$	(71,028	)	$	(85,487	)	(16.9	)

*	Represents an increase or decrease in excess of 100%.

Revenues

Revenues by reportable segment and for the Company as a whole were as follows:


	For the Quarters Ended						For the Nine Months Ended
*(In thousands)*	September 27, 2009		September 28, 2008		% Change		September 27, 2009		September 28, 2008		% Change
Revenues:
News Media Group	$	539,849	$	658,336	(18.0	)	$	1,679,371	$	2,091,314	(19.7	)
About Group		30,772		28,706	7.2			84,757		85,488	(0.9	)

Total revenues	$	570,621	$	687,042	(16.9	)	$	1,764,128	$	2,176,802	(19.0	)

News Media Group

Advertising, circulation and other revenues by operating segment of the News Media Group and for the Group as a whole were as follows:


	For the Quarters Ended						For the Nine Months Ended
*(In thousands)*	September 27, 2009		September 28, 2008		% Change		September 27, 2009		September 28, 2008		% Change
The New York Times Media Group
Advertising	$	164,501	$	234,001	(29.7	)	$	550,712	$	781,607	(29.5	)
Circulation		175,246		165,993	5.6			508,511		496,866	2.3
Other		23,294		43,800	(46.8	)		74,842		130,587	(42.7	)

Total	$	363,041	$	443,794	(18.2	)	$	1,134,065	$	1,409,060	(19.5	)


New England Media Group
Advertising	$	53,927	$	74,060	(27.2	)	$	168,299	$	240,591	(30.0	)
Circulation		45,930		38,797	18.4			124,462		114,060	9.1
Other		9,804		12,683	(22.7	)		30,801		38,029	(19.0	)

Total	$	109,661	$	125,540	(12.6	)	$	323,562	$	392,680	(17.6	)


Regional Media Group
Advertising	$	43,217	$	63,547	(32.0	)	$	143,229	$	209,212	(31.5	)
Circulation		19,590		20,899	(6.3	)		64,183		65,560	(2.1	)
Other		4,340		4,556	(4.7	)		14,332		14,802	(3.2	)

Total	$	67,147	$	89,002	(24.6	)	$	221,744	$	289,574	(23.4	)


Total News Media Group
Advertising	$	261,645	$	371,608	(29.6	)	$	862,240	$	1,231,410	(30.0	)
Circulation		240,766		225,689	6.7			697,156		676,486	3.1
Other		37,438		61,039	(38.7	)		119,975		183,418	(34.6	)

Total	$	539,849	$	658,336	(18.0	)	$	1,679,371	$	2,091,314	(19.7	)

Advertising Revenues

Advertising revenue is primarily determined by the volume, rate and mix of advertisements. The effect of the global economic downturn, coupled with the secular changes affecting newspapers, resulted in significant revenue declines in the third quarter and first nine months of 2009. Advertisers pulled back on print placements in all categories – national, classified and retail. Total News Media Group advertising revenues decreased in the third quarter and first nine months of 2009 compared with the same periods in the prior year, primarily due to lower print and online volume. Print advertising revenues, which represented approximately 86% of total advertising revenues for the News Media Group, declined 31.2% for the third quarter and 31.8% for the first nine months of 2009. Online advertising revenues decreased 18.5% in the third quarter of 2009 and 16.4% for the first nine months of 2009, mainly due to classified advertising declines.

Advertising revenues (print and online) by category for the News Media Group were as follows:


	For the Quarters Ended						For the Nine Months Ended
*(In thousands)*	September 27, 2009		September 28, 2008		% Change		September 27, 2009		September 28, 2008		% Change
National	$	134,986	$	188,666	(28.5	)	$	454,459	$	616,475	(26.3	)
Retail		64,829		86,507	(25.1	)		210,775		281,188	(25.0	)
Classified		51,046		82,778	(38.3	)		164,303		289,730	(43.3	)
Other		10,784		13,657	(21.0	)		32,703		44,017	(25.7	)

Total	$	261,645	$	371,608	(29.6	)	$	862,240	$	1,231,410	(30.0	)

Below is a percentage breakdown of advertising revenues in the first nine months of 2009 (print and online) by division.


					Classified
	National		Retail and Preprint		Help- Wanted		Real Estate		Auto- motive		Other		Total Classified		Other Advertising Revenue		Total
The New York Times Media Group	72	%	13	%	3	%	6	%	1	%	3	%	13	%	2	%	100	%
New England Media Group	30	%	33	%	5	%	7	%	9	%	7	%	28	%	9	%	100	%
Regional Media Group	4	%	59	%	5	%	9	%	7	%	10	%	31	%	6	%	100	%
Total News Media Group	53	%	24	%	4	%	7	%	4	%	4	%	19	%	4	%	100	%

The New York Times Media Group

Total advertising revenues declined in the third quarter and first nine months of 2009 compared with the same periods last year primarily due to lower print advertising, particularly in the national category. Online advertising revenues also declined, principally in the national and classified categories, in the third quarter and first nine months of 2009 compared with the same periods last year.

National advertising revenues decreased in the third quarter and first nine months of 2009 compared with the same period in 2008 mainly because of lower print advertising. National print advertising has been negatively affected by the slowdown in the economy, with significant categories such as studio entertainment, financial services and international fashion experiencing declines. Online national advertising also experienced volume declines in the third quarter and first nine months of 2009 compared with the same periods last year.

Classified advertising revenues decreased in the third quarter and first nine months of 2009 compared with the same periods in 2008 due to declines in all print categories (real estate, help-wanted, and automotive) and nearly all online categories (mainly real estate and help-wanted). Weak economic conditions contributed to the declines in classified advertising, with print declines exacerbated by secular shifts to online alternatives.

Retail advertising revenues declined in the third quarter and first nine months of 2009 compared with the same period in 2008 because of lower volume in various print advertising categories. Soft economic conditions contributed to shifts in marketing strategies and budget cuts of major advertisers, which have negatively affected retail advertising.

New England Media Group

Total advertising revenues declined in the third quarter and first nine months of 2009 compared with the same prior-year periods primarily due to continued declines in print advertising revenue. Online advertising also declined.

National, retail and particularly classified advertising revenues declined in the third quarter and first nine months of 2009 compared with the same periods in 2008, mainly due to lower volume in various print and online advertising categories. Soft economic conditions led to declines in all print categories of classified advertising revenues (mainly help-wanted, real estate and automotive), with the help-wanted category experiencing the most significant declines due to the continued softness in the job market. Print declines were also exacerbated by secular shifts to online advertising.

Regional Media Group

Total advertising revenues declined in the third quarter and first nine months of 2009 compared with the same periods in 2008 mainly due to declines in all print categories, particularly in the retail and classified areas (mainly real estate, help-wanted and automotive). Soft economic conditions contributed to declines in retail and classified advertising. In addition, the declines in the classified areas were driven by the downturn in the Florida and California housing markets. About two-thirds of the Regional Media Group advertising revenues came from newspapers in Florida and California. Also, in the third quarter and first nine months of 2009 online classified and retail advertising revenues decreased due to deteriorating market conditions.

Circulation Revenues

Circulation revenue is based on the number of copies sold and the subscription and newsstand rates charged to customers. Our newspapers have been executing a circulation strategy of reducing the amount of less profitable circulation and raising circulation prices. As we execute this strategy, we are seeing circulation volume declines but have realized, and believe we will continue to realize, significant benefits in reduced costs and improved circulation profitability.

Circulation revenues in the third quarter and first nine months of 2009 increased, compared with the same periods in 2008, mainly because of higher subscription and newsstand prices, offset in part by volume declines across the News Media Group and the impact of the closure of City & Suburban, which was closed in early January 2009 (see “Recent Developments – City & Suburban Closure” section for additional information). In the second quarter of 2009, both The Times and the Globe increased subscription and newsstand prices.

Other Revenues

Other revenues decreased in the third quarter of 2009 compared with the same period in 2008 primarily because of the closure of City & Suburban, lower commercial printing revenues and lower revenues from direct mail advertising services at the New England Media Group. Other revenues declined in the first nine months of 2009 compared with the same period in 2008 largely because of the closure of City & Suburban and lower direct mail advertising services at the New England Media Group.

About Group

About Group revenues increased in the third quarter of 2009 and were flat in the first nine months of 2009 compared with the same periods in 2008 due to higher cost-per-click advertising partially offset by lower levels of display advertising, which has shown an improving trend in the first nine months of 2009.

Operating Costs

Operating costs were as follows:


	For the Quarters Ended						For the Nine Months Ended
*(In thousands)*	September 27, 2009		September 28, 2008		% Change		September 27, 2009		September 28, 2008		% Change
Operating costs
Production costs:
Raw materials	$	31,901	$	62,645	(49.1	)	$	130,349	$	182,006	(28.4	)
Wages and benefits		129,046		148,183	(12.9	)		404,998		473,695	(14.5	)
Other		80,246		111,418	(28.0	)		250,689		331,508	(24.4	)

Total production costs		241,193		322,246	(25.2	)		786,036		987,209	(20.4	)
Selling, general and administrative costs		252,635		320,929	(21.3	)		845,392		1,006,392	(16.0	)
Depreciation and amortization		31,319		33,881	(7.6	)		102,517		108,454	(5.5	)

Total operating costs	$	525,147	$	677,056	(22.4	)	$	1,733,945	$	2,102,055	(17.5	)

Production Costs

Production costs decreased in the third quarter of 2009 compared with the same period last year primarily as a result of our efforts to restructure our cost base.

Raw materials expense declined approximately $31 million, particularly in newsprint, mainly as a result of lower pricing. Newsprint expense declined 45.1%, with 27.9% from lower pricing and 17.2% from lower consumption. Newsprint prices reached a peak in November 2008, and prices have fallen significantly since then due to a rapid decline in consumption, causing an oversupply of newsprint in the market. We believe that prices have hit the bottom of the cycle during the third quarter of 2009. Suppliers have recently announced price increases, the majority of which are expected to be implemented in the fourth quarter of 2009. We expect newsprint prices to remain under pressure. However, we believe further price increases will be dependent on a substantial reduction in capacity to bring newsprint supply and demand more in balance.

Our staff reductions and other cost-saving initiatives lowered compensation-related costs and benefits expense by approximately $19 million in the third quarter of 2009.

The closure of City & Suburban in January 2009 contributed approximately $13 million in cost savings in the third quarter of 2009.

Production costs decreased in the first nine months of 2009 compared with the same period last year, also primarily as a result of our efforts to restructure our cost base. Our staff reductions and other cost-saving initiatives lowered compensation-related costs and benefits expense by approximately $68 million. Raw materials expense declined approximately $52 million, mainly as a result of lower newsprint consumption. Newsprint expense declined 23.2%, with 21.7% from lower consumption and 1.5% from lower pricing.

The closure of City & Suburban in January 2009 contributed approximately $36 million in cost savings in the first nine months of 2009.

Selling, General and Administrative Costs

Selling, general and administrative costs decreased in the third quarter of 2009 compared with the same period last year primarily as a result of savings from cost reduction strategies. In the third quarter of 2009, our cost reduction efforts contributed approximately $18 million in cost savings from the closure of City & Suburban, $15 million in lower promotion costs and professional fees, $11 million in compensation-related costs and benefits expense and $8 million in lower distribution costs. In addition, we had lower severance costs of approximately $14 million.

Selling, general and administrative costs decreased in the first nine months of 2009 compared with the same period last year, also primarily as a result of savings from cost restructuring strategies. In the first nine months of 2009, our cost reduction efforts contributed approximately $51 million in cost savings for the closure of City & Suburban, $37 million in lower promotion costs and professional fees, $19 million in lower distribution costs and $18 million in compensation-related costs and benefits expense. In addition, we had lower severance costs of approximately $26 million.

Depreciation and Amortization

Total depreciation and amortization, by reportable segment, Corporate and for the Company as a whole, was as follows:


	For the Quarters Ended						For the Nine Months Ended
*(In thousands)*	September 27, 2009		September 28, 2008		% Change		September 27, 2009		September 28, 2008		% Change
Depreciation and amortization:
News Media Group	$	28,552	$	29,459	(3.1	)	$	94,177	$	93,882	0.3
About Group		2,767		2,636	5.0			8,340		9,038	(7.7	)
Corporate		—		1,786	N/A			—		5,534	N/A

Total depreciation and amortization	$	31,319	$	33,881	(7.6	)	$	102,517	$	108,454	(5.5	)

In the third quarter of 2009, the News Media Group’s depreciation and amortization decreased primarily because of the lower depreciable assets in 2009 as a result of the impairment of property, plant and equipment at the New England Media Group in the third quarter of 2008 partially offset by higher depreciation expense for a systems project. In the first nine months of 2009, the News Media Group’s depreciation expense increased slightly compared to the same period in 2008 primarily due to higher depreciation expense for a systems project and higher accelerated depreciation for assets at the Billerica, Mass., printing facility, which we consolidated with our Boston, Mass., facility. These increases were partially offset by lower depreciable assets in 2009 as a result of the impairment of property, plant and equipment at the New England Media Group in the third quarter of 2008 and lower depreciation expense for the closure of the Edison, N.J., printing plant, in March 2008. The About Group’s depreciation and amortization declined in the first nine months of 2009 compared with the same periods in 2008 mainly because certain assets reached the end of their amortization period after the second quarter of 2008. Beginning in 2009, we began to allocate Corporate’s depreciation and amortization expense to our operating segments. Therefore, Corporate no longer recognizes depreciation and amortization expense.

The following table sets forth consolidated operating costs by reportable segment, Corporate and the Company as a whole.


	For the Quarters Ended						For the Nine Months Ended
*(In thousands)*	September 27, 2009		September 28, 2008		% Change		September 27, 2009		September 28, 2008		% Change
Operating costs:
News Media Group	$	497,598	$	651,246	(23.6	)	$	1,647,517	$	2,008,176	(18.0	)
About Group		17,043		17,922	(4.9	)		51,847		56,067	(7.5	)
Corporate		10,506		7,888	33.2			34,581		37,812	(8.5	)

Total operating costs	$	525,147	$	677,056	(22.4	)	$	1,733,945	$	2,102,055	(17.5	)

News Media Group

Operating costs decreased in the third quarter of 2009 compared with the same period last year primarily due to reductions in nearly all major expense categories as a result of cost-saving initiatives. Our cost-saving initiatives lowered compensation-related costs and benefits expense by approximately $33 million. The closure of City & Suburban in January 2009 contributed approximately $31 million in cost savings in the third quarter of 2009. Raw materials expense declined approximately $31 million, particularly in newsprint, mainly as a result of lower newsprint prices. In addition, severance costs were lower by approximately $14 million.

Operating costs decreased in the first nine months of 2009 compared with the same period last year, also primarily as a result of restructuring efforts. Our cost-saving initiatives lowered compensation-related costs and benefits expense by approximately $94 million. The closure of City & Suburban in January 2009 contributed approximately $88 million in cost savings in the first nine months of 2009. Raw materials expense declined approximately $52 million, particularly in newsprint, mainly as a result of lower newsprint consumption. In addition, severance costs were lower by approximately $26 million.

About Group

Operating costs for the About Group decreased in the third quarter of 2009 compared with the third quarter of 2008, primarily due to cost-saving initiatives, which resulted in lower professional fees ($0.7 million).

Operating costs for the About Group decreased in the first nine months of 2009 compared with the same period in 2008 also primarily due to cost-saving initiatives. These efforts resulted in lower professional fees ($1.3 million), compensation-related costs and benefits expense ($1.2 million) and marketing costs ($0.8 million). Depreciation and amortization expense also declined in the first nine months of 2009 ($0.7 million).

Impairment of Assets

In the third quarter of 2008, we recorded a non-cash charge of $160.4 million for the impairment of property, plant and equipment, intangible assets and goodwill at the New England Media Group.

In the first quarter of 2008, we recorded a non-cash charge of $18.3 million for the write-down of assets for a systems project at the News Media Group. We reduced the scope of a major advertising and circulation project to decrease capital spending, which resulted in the write-down of previously capitalized costs.

Operating Profit/(Loss)

Consolidated operating profit/(loss), by reportable segment, Corporate and for the Company as a whole, were as follows:


	For the Quarters Ended								For the Nine Months Ended
*(In thousands)*	September 27, 2009			September 28, 2008			% Change		September 27, 2009			September 28, 2008			% Change
Operating profit/(loss):
News Media Group	$	(28,661	)	$	(153,340	)	(81.3	)	$	(62,070	)	$	(95,583	)	(35.1	)
About Group		13,729			10,784		27.3			32,910			29,421		11.9
Corporate		(10,506	)		(7,888	)	33.2			(34,581	)		(37,812	)	(8.5	)

Total operating loss	$	(25,438	)	$	(150,444	)	(83.1	)	$	(63,741	)	$	(103,974	)	(38.7	)

The reasons underlying the period-to-period changes in each segment’s and Corporate’s operating profit/(loss) are previously discussed under “Recent Developments—New England Media Group,” “—Sale of Assets,” “—City & Suburban Closure,” “Revenues,” “Operating Costs” and “Impairment of Assets.”

Non-Operating Items

Joint Ventures

Net income from joint ventures totaled $7.5 million in the third quarter of 2009 compared with $6.9 million in the third quarter of 2008 and $20.3 million in first nine months of 2009 compared with $15.3 million in the first nine months of 2008. The third quarter of 2008 included a $5.6 million non-cash impairment charge for our equity investment in Metro Boston. The third quarter of 2009 was negatively impacted by lower paper prices at the paper mills in which we have investments. In January 2009, we announced that we were exploring the sale of our ownership interest in NESV.

Interest Expense, Net

“Interest expense, net” in our Condensed Consolidated Statements of Operations was as follows:


	For the Quarters Ended						For the Nine Months Ended
*(In thousands)*	September 27, 2009			September 28, 2008			September 27, 2009			September 28, 2008
Interest expense	$	21,939		$	12,222		$	63,261		$	37,631
Capitalized interest		(293	)		(515	)		(1,382	)		(1,977	)
Interest income		(618	)		(49	)		(1,049	)		(147	)

Interest expense, net	$	21,028		$	11,658		$	60,830		$	35,507

Interest expense-net increased in the third quarter of 2009 compared with the same period in 2008 primarily due to higher interest rates on our debt offset in part by lower average debt outstanding.

In the first nine months of 2009, interest expense-net increased compared with the first nine months of 2008 primarily due to higher interest rates on our debt and higher average debt levels.

Income Taxes

We have previously recorded our income tax provision or benefit in interim periods based on an estimated annual effective tax rate. However, since the second quarter of 2009, we used the discrete period method to calculate taxes because minor changes in our estimated pre-tax results cause significant variability in the estimated annual effective tax rate and therefore, such an estimate is not reliable. Under the discrete period method, we calculate taxes based upon actual results as if the interim period were an annual period. This method produces the best estimate of our tax provision in 2009.

We had an income tax benefit of $3.2 million (effective tax rate of 8.3%) on pre-tax loss of $39.0 million in the third quarter of 2009 and an income tax benefit of $42.6 million (effective tax rate of 37.6%) on pre-tax loss of $113.5 million in the first nine months of 2009. The tax benefit in the third quarter and first nine months of 2009 was unfavorably affected by $11.7 million in tax expense due to the reduction of deferred tax asset balances as a result of lower income tax rates. The effective tax rate in the first nine months of 2009 was favorably affected by a $20.1 million adjustment to reduce our reserve for uncertain tax positions because statutes of limitation lapsed.

We had an income tax benefit of $40.4 million (effective tax rate of 26.0%) on pre-tax loss of $155.2 million in the third quarter of 2008 and an income tax benefit of $30.8 million (effective tax rate of 24.8%) on pre-tax loss of $124.2 million in the first nine months of 2008. In 2008, the effective income tax rates were low because the goodwill portion of the non-cash impairment charge at the New England Media Group and losses on investments in corporate-owned life insurance policies were non-deductible for tax purposes. In addition, a change in Massachusetts state tax law had an unfavorable effect.

LIQUIDITY AND CAPITAL RESOURCES

In 2009 we expect our cash balance, cash provided from operations, and third-party financing, described below, to be sufficient to meet our cash obligations.

Required contributions for our qualified pension plans can have a significant impact on cash flows. As a result of significant declines in the equity markets in 2008, the funded status of our qualified pension plans was adversely affected. In addition, we have pension withdrawal liabilities as a result of amendments to collective bargaining agreements with various unions covering employees of the Globe (See “Recent Developments—New England Media Group”). See Note 5 of the Notes to the Condensed Consolidated Financial Statements for information regarding our pension funding and pension withdrawal liabilities.

Capital Resources

Sources and Uses of Cash

Cash flows provided by/(used in) by category were as follows:


	For the Nine Months Ended
*(In thousands)*	September 27, 2009			September 28, 2008
Operating Activities	$	137,804		$	144,232
Investing Activities	$	(30,995	)	$	(142,113	)
Financing Activities	$	(136,831	)	$	(8,862	)

Operating Activities

Operating cash inflows include cash receipts from advertising and circulation sales and other revenue transactions. Operating cash outflows include payments for employee compensation, pension and other benefits, raw materials, services and supplies, interest and income taxes.

While revenues declined in the first nine months of 2009, we were able to maintain net cash provided by operating activities in the first nine months of 2009 similar to the amount in first nine months of 2008. The revenue decline was almost entirely offset by a reduction in operating costs and by lower working capital requirements.

Investing Activities

Cash from investing activities generally includes proceeds from the sale of assets or a business. Cash used in investing activities generally includes payments for acquisitions of new businesses, equity investments and capital projects.

In the first nine months of 2009, net cash used in investing activities decreased mainly due to higher capital expenditures in 2008 related to the consolidation of our New York area printing operations into our facility in College Point, N.Y., and construction of our headquarters.

Financing Activities

Cash provided by financing activities generally includes borrowings under third-party financing arrangements and the issuance of long-term debt. Cash used in financing activities generally includes the repayment of amounts outstanding under third-party financing arrangements and long-term debt and the payment of dividends in 2008. On February 19, 2009, our Board of Directors suspended the quarterly dividend on our Class A and Class B Common Stock.

In the first nine months of 2009, net cash used in financing activities consisted mainly of repayments under our revolving credit agreements, repayments in connection with the redemption of our notes due March 15, 2010 and the repurchase of medium-term notes, partially offset by debt incurred under the issuance of senior unsecured notes and the sale-leaseback financing (see discussions under the “Third-Party Financing” section below). In the first nine months of 2008, net cash used in financing activities consisted mainly of repayments of commercial paper and payment of dividends to our stockholders, partially offset by borrowings under our revolving credit agreements.

See our Condensed Consolidated Statements of Cash Flows for additional information on our sources and uses of cash.

Third-Party Financing

Our total debt was approximately $917 million as of September 27, 2009. This included debt incurred under our sale-leaseback financing and the issuance of senior unsecured notes (see discussions below for additional information on these transactions), borrowings under a revolving credit agreement and capital lease obligations.

The table below details the maturities and carrying value of our debt, excluding capital lease obligations, as of September 27, 2009.


*(In thousands)*
Year	Amount
2009 6.95% medium-term notes	$	44,500
2011 Amount outstanding under revolving credit facility		104,500
2012 4.61% medium-term notes		75,000
2015 5.0% notes and 14.053% notes		500,000
2019 Option to repurchase ownership interest in headquarters building		250,000

Total	$	974,000
Unamortized amounts		(64,235	)

Carrying value as of September 27, 2009	$	909,765

Based on recent market prices and debt with similar terms and average maturities, the fair value of our debt was approximately $978 million as of September 27, 2009.

Redemption of Debt

In April 2009, we settled the redemption of all $250.0 million outstanding aggregate principal amount of our 4.5% notes due March 15, 2010, that had been called for redemption in March 2009. The redemption price of approximately $260 million included a $9.3 million premium and was computed under the terms of the notes as the present value of the scheduled payments of principal and unpaid interest, plus accrued interest to the redemption settlement date.

Sale-Leaseback Financing

In March 2009, one of our affiliates entered into an agreement to sell and simultaneously lease back a portion of our leasehold condominium interest in our headquarters building located at 620 Eighth Avenue in New York City (“Condo Interest”). The sale price for the Condo Interest was $225.0 million. We have an option, exercisable during the 10 ^th year of the lease term, to repurchase the Condo Interest for $250.0 million. The lease term is 15 years, and we have three renewal options that could extend the term for an additional 20 years. In September 2009, we paid approximately $3 million of additional financing fees related to this transaction.

The transaction is accounted for as a financing transaction. As such, we will continue to depreciate the Condo Interest and account for the rental payments as interest expense. The difference between the purchase option price of $250.0 million and the net sale proceeds of approximately $211 million, or approximately $39 million, will be amortized over a 10-year period through interest expense. The effective interest rate on this transaction was approximately 13%. The net proceeds are included in “Long-term debt and capital lease obligations” in our Condensed Consolidated Balance Sheet as of September 27, 2009.

Medium-Term Notes

In February 2009, we repurchased all $49.5 million aggregate principal amount of our 10-year 7.125% Series I medium-term notes, maturing November 2009, for $49.4 million, or 99.875% of par (including commission).

In February and March 2009, we repurchased a total of $5.0 million aggregate principal amount of our 10-year 6.950% medium-term notes, maturing November 2009. The remaining aggregate principal amount of these medium-term notes is $44.5 million and is included in “Current portion of long-term debt and capital lease obligations” in our Condensed Consolidated Balance Sheet as of September 27, 2009.

Senior Unsecured Notes

In January 2009, pursuant to a securities purchase agreement with Inmobiliaria Carso, S.A. de C.V. and Banco Inbursa S.A., Institución de Banca Múltiple, Grupo Financiero Inbursa (each an “Investor” and collectively the “Investors”), we issued, for an aggregate purchase price of $250.0 million, (1) $250.0 million aggregate principal amount of 14.053% senior unsecured notes due January 15, 2015, and (2) detachable warrants to purchase 15.9 million shares of our Class A Common Stock at a price of $6.3572 per share. The warrants are exercisable at the holder’s option at any time and from time to time, in whole or in part, until January 15, 2015. Each Investor is an affiliate of Carlos Slim Helú, the beneficial owner of approximately 7% of our Class A Common Stock (excluding the warrants). Each Investor purchased an equal number of notes and warrants.

We received proceeds of approximately $242 million (purchase price of $250.0 million, net of a $4.5 million investor funding fee and transaction costs), of which approximately $221 million was allocated to the notes and included in “Long-term debt and capital lease obligations” and approximately $21 million was allocated to the warrants and included in “Additional paid-in-capital” in our Condensed Consolidated Balance Sheet as of September 27, 2009. The difference between the purchase price of $250.0 million and the $221 million allocated to the notes, or approximately $29 million, will be amortized over a six-year period through interest expense. The effective interest rate on this transaction was approximately 17%.

The senior unsecured notes contain certain covenants that, among other things, limit (subject to certain exceptions) our ability and the ability of our subsidiaries to:

•

incur or guarantee additional debt (other than certain refinancings of existing debt, borrowings available under existing credit agreements and certain other debt, in each case subject to the provisions of the securities purchase agreement), unless (1) the debt is incurred after March 31, 2010, and (2) immediately after the incurrence of the debt, our fixed charge coverage ratio for the most recent four full fiscal quarters is at least 2.75:1. For this purpose, the fixed charge coverage ratio for any period is defined as the ratio of consolidated EBITDA for such period (defined as consolidated net income in accordance with GAAP, plus interest, taxes, depreciation and amortization, non-cash items, including, without limitation, stock-based compensation expenses, and non-recurring expenses that reduce net income but that do not represent a cash item, minus tax credits and non-cash items increasing net income) to consolidated fixed charges for such period (defined as consolidated interest expense in accordance with GAAP, including the interest component of capital leases, plus, if applicable, dividends on any preferred stock or certain redeemable capital stock);

•

create or incur liens with respect to any of our properties (subject to exceptions for customary permitted liens and liens securing debt in an amount less than 25% of adjusted stockholders’ equity, based on a formula set forth in the securities purchase agreement, which does not include accumulated other comprehensive loss and excludes the impact of one-time non-cash charges, minus the amount of guarantees of third-party debt); or

•

transfer or sell assets, except for transfers or sales in the ordinary course of business, unless within 360 days of any such transfer or sale of assets, we use the net proceeds of such transfer or sale to repay outstanding senior debt or invest in a similar business, acquire properties or make capital expenditures. Any net proceeds from a transfer or asset sale not invested as described above will be deemed “excess proceeds.” When the amount of the “excess proceeds” exceeds $10 million, we will be required to make an offer to all holders of the senior unsecured notes to purchase the maximum aggregate principal amount of the senior unsecured notes that may be purchased with the “excess proceeds” at an offer price equal to 100% of such outstanding principal amount of the senior unsecured notes, plus accrued and unpaid interest, if any.

We were in compliance with these covenants as of September 27, 2009.

Revolving Credit Agreements

Our $400.0 million credit agreement expiring in June 2011 is used for general corporate purposes and provides a facility for the issuance of letters of credit. We had a second $400.0 million credit agreement that expired in May 2009. We did not renew this facility as we believe the amounts available under the $400.0 million credit facility expiring in June 2011, in combination with other financing sources, will be sufficient to meet our financing needs through the expiration of that credit facility.

Any borrowings under the revolving credit agreement bear interest at specified margins based on our credit rating, over various floating rates selected by us. The amount available under our revolving credit agreement expiring in June 2011, after borrowings and outstanding letters of credit, was approximately $230 million as of September 27, 2009.

Ratings

In April 2009, Standard & Poor’s lowered its rating on our senior unsecured debt to B+ from BB- and placed its rating on negative watch. In May 2009, Standard & Poor’s further lowered its rating to B, citing the effects of declining advertising revenues and operating performance on our leverage. It also changed its rating outlook from negative to stable, citing our ability to maintain adequate liquidity. In April 2009, Moody’s Investors Service downgraded our senior unsecured debt rating to B1 from Ba3 with a negative outlook, citing the expected continued pressure on revenues and operating cash flow as a result of lower newspaper advertising.

We have no liabilities subject to accelerated payment upon a ratings downgrade and do not expect a material increase in our current borrowing costs as a result of these ratings actions. However, we expect that any future long-term borrowings or the extension or replacement of our revolving credit facility will reflect the impact of our below investment-grade ratings, increasing our borrowing costs, limiting our financing options, including limiting our access to the unsecured borrowing market, and subjecting us to more restrictive covenants appropriate for non-investment grade issuers. Additional reductions in our credit ratings could further increase our borrowing costs, subject us to more onerous terms and reduce our borrowing flexibility in the future.

RECENT ACCOUNTING PRONOUNCEMENTS

In October 2009, the Financial Accounting Standards Board issued Accounting Standards Update No. 2009-13, “Revenue Recognition—Multiple Deliverable Revenue Arrangements,” which amends previous guidance related to the accounting for revenue arrangements with multiple deliverables. The guidance specifically addresses how consideration should be allocated to the separate units of accounting. The guidance is effective for fiscal years beginning on or after June 15, 2010, and will apply to our 2011 fiscal year. The guidance can be applied prospectively to new or materially modified arrangements after the effective date or retrospectively for all periods presented, and early application is permitted. We are currently evaluating the impact of adopting this guidance on our financial statements.

In June 2009, the FASB issued guidance that amends the consolidation guidance applicable to variable interest entities and will significantly affect the overall current consolidation analysis. This guidance, which has not yet been codified by the FASB, is effective as of the beginning of the first fiscal year that begins after November 15, 2009. We are currently evaluating the impact of adopting this guidance on our financial statements.

In December 2008, the FASB issued guidance under Accounting Standards Codification (“ASC”) 715, “Compensation-Retirement Benefits,” that amends previous guidance for employers’ disclosures about pensions and other postretirement benefits to require more detailed disclosures about employers’ plan assets, including employers’ investment strategies, major categories of plan assets, concentrations of risk within plan assets, and valuation techniques used to measure the fair value of plan assets. The guidance under ASC 715 is effective for fiscal years ending after December 15, 2009. The adoption of the guidance will result in an enhancement of our disclosures for our qualified pension plans, but will not have a material impact on our financial statements.

CRITICAL ACCOUNTING POLICIES

Our critical accounting policies are detailed in our Annual Report on Form 10-K for the year ended December 28, 2008. As of September 27, 2009, our critical accounting policies have not changed materially from December 28, 2008.

CONTRACTUAL OBLIGATIONS & OFF-BALANCE SHEET ARRANGEMENTS

Other than long-term debt transactions in the first quarter of 2009, as of September 27, 2009, there have been no material changes to our contractual obligations and off-balance sheet arrangements, which are detailed in our Annual Report on Form 10-K for the year ended December 28, 2008. The following table provides an update as of September 27, 2009 of the long-term debt contractual obligations presented in our Annual Report on Form 10-K for the year ended December 28, 2008.


	Payment due in
*(In millions)*	Total		2009		2010-2011		2012-2013		Later Years
Long-term debt ⁽¹⁾	$	1,382	$	60	$	151	$	225	$	946

(1)

Includes estimated interest payments on long-term debt. Excludes borrowings under our revolving credit facility of $104.5 million as of September 27, 2009. See Note 3 of the Notes to the Condensed Consolidated Financial Statements for additional information related to our borrowings under our revolving credit facility and long-term debt.

The table above does not include estimated future payments with respect to pension withdrawal liabilities in connection with amendments to several collective bargaining agreements covering employees of the Globe and the closing of City & Suburban. The exact amount of the liabilities and payment terms will not be known until we receive final assessments of the actual pension withdrawal liabilities. We estimate these total future payments to be approximately $195 million over an approximate 20-year period. See Note 5 of the Notes to the Condensed Consolidated Financial Statements for additional information related to these pension withdrawal liabilities.

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q, including the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains forward-looking statements that relate to future events or our future financial performance. We may also make written and oral forward-looking statements in our SEC filings and otherwise. We have tried, where possible, to identify such statements by using words such as “believe,” “expect,” “intend,” “estimate,” “anticipate,” “will,” “project,” “plan” and similar expressions in connection with any discussion of future operating or financial performance. Any forward-looking statements are and will be based upon our then-current expectations, estimates and assumptions regarding future events and are applicable only as of the dates of such statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

By their nature, forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those anticipated in any forward-looking statements. Such factors include those described in our Annual Report on Form 10-K for the year ended December 28, 2008, as well as other risks and factors identified from time to time in our SEC filings.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Our Annual Report on Form 10-K for the year ended December 28, 2008, details our disclosures about market risk. As of September 27, 2009, there were no material changes in our market risks from December 28, 2008.

Item 4.

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Janet L. Robinson, our Chief Executive Officer, and James M. Follo, our Chief Financial Officer, have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934) as of September 27, 2009. Based on such evaluation, Ms. Robinson and Mr. Follo concluded that our disclosure controls and procedures were effective to ensure that the information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1A.

Risk Factors

There have been no material changes to our risk factors as set forth in “Item 1A-Risk Factors” in our Annual Report on Form 10-K for the year ended December 28, 2008.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds


Period	(a) Total Number of Shares of Class A Common Stock Purchased	(b) Average Price Paid Per Share of Class A Common Stock		(c) Total Number of Shares of Class A Common Stock Purchased as Part of Publicly Announced Plans or Programs	(d) Maximum Number (or Approximate Dollar Value) of Shares of Class A Common Stock that May Yet Be Purchased Under the Plans or Programs
June 29, 2009 – August 2, 2009	535	$	5.39	—	$	91,386,000
August 3, 2009 – August 30, 2009	—		—	—	$	91,386,000
August 31, 2009 – September 27, 2009	—		—	—	$	91,386,000
Total for the third quarter of 2009 ⁽²⁾	535	$	5.39	—	$	91,386,000

(1)

On April 13, 2004, our Board of Directors authorized repurchases in an amount up to $400.0 million. During the third quarter of 2009, we did not purchase any shares of Class A Common Stock pursuant to our publicly announced share repurchase program. As of October 30, 2009, we had authorization from the Board to repurchase an amount of up to approximately $91 million of our Class A Common Stock. The Board has authorized us to purchase shares from time to time as market conditions permit. There is no expiration date with respect to this authorization.

(2)

Consists of 535 shares in fiscal July withheld from employees to satisfy tax withholding obligations upon the vesting of restricted shares awarded under our 1991 Executive Stock Incentive Plan. The shares were purchased pursuant to the terms of the plan and not pursuant to our publicly announced share repurchase program.

Item 6.

Exhibits

An exhibit index has been filed as part of this Quarterly Report on Form 10-Q and is incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


				THE NEW YORK TIMES COMPANY
				(Registrant)

Date: November 4, 2009				/s/ J AMES M. F OLLO
				James M. Follo
				Senior Vice President and
				Chief Financial Officer
				(Principal Financial Officer)

Exhibit Index to Quarterly Report on Form 10-Q

For the Quarter Ended September 27, 2009


Exhibit No.
10.1		First Amendment to Lease Agreement, dated as of August 31, 2009, 620 Eighth NYT (NY) Limited Partnership, as landlord, and NYT Real Estate Company LLC, as tenant.

10.2		Fifth Amendment to Agreement of Sublease (NYT), dated as of August 31, 2009, between 42nd St. Development Project, Inc., as landlord, and 620 Eighth NYT (NY) Limited Partnership, as tenant.

10.3		Amendment to the Company’s Deferred Executive Compensation Plan, dated as of October 29, 2009.

12		Ratio of Earnings to Fixed Charges.

31.1		Rule 13a-14(a)/15d-14(a) Certification.

31.2		Rule 13a-14(a)/15d-14(a) Certification.

32.1		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 10.1

620 EIGHTH NYT (NY) LIMITED PARTNERSHIP

(Landlord)

and

NYT REAL ESTATE COMPANY LLC

(Tenant)

FIRST AMENDMENT TO

LEASE AGREEMENT

Dated: As of August 31, 2009


Block:	1012
Lots:	1001, 1003, 1009-1027 and 1035
County:	New York

Property Location:		620-628 8 ^th Avenue,
		263-267 and 241-261 West 40 ^th Street,
		242-244 West 41 ^st Street,
		231-235 West 40 ^th Street,
		248-256, 260-262 and 268 West 41 ^st Street
		634 and 630-632 8 ^th Avenue,
		New York, New York

DOCUMENT PREPARED BY AND WHEN RECORDED, RETURN TO:

Troutman Sanders LLP

405 Lexington Avenue

New York, New York 10174

Attention: Simon D. Cices, Esq.

FIRST AMENDMENT TO LEASE AGREEMENT

THIS FIRST AMENDMENT TO LEASE AGREEMENT, dated as of August 31, 2009, between 620 EIGHTH (NY) LIMITED PARTNERSHIP , a Delaware limited partnership (“ Landlord ”), having an address c/o W.P. Carey & Co. LLC, 50 Rockefeller Plaza, 2 ^nd Floor, New York, New York 10020, and NYT REAL ESTATE COMPANY, LLC, a New York limited liability company, (“ Tenant ”), having an address at 620 Eighth Avenue, New York, New York 10018.

R E C I T A L S :

A. Landlord and Tenant entered into a lease agreement dated as of March 6, 2009 (the “ Existing Lease ”) relating to certain premises more particularly described in Exhibit A attached hereto (the “ Leased Premises ”).

B. A memorandum of the Existing Lease was recorded on March 12, 2009 in the Office of the Register of the City of New York, New York County as CRFN 2009000072465, as amended by Amendment to Memorandum of Lease recorded on July 9, 2009 as CRFN 2009000209149.

C. Landlord and Tenant desire to amend the Existing Lease as hereinafter provided.

AGREEMENT:

1. (a) All capitalized terms used but not defined in this Amendment have the meaning given to them in the Existing Lease.

(b) As used herein, the term this “Lease” shall mean the Existing Lease, as amended by this Amendment.

2. Paragraph 2 of the Existing Lease is hereby amended as follows:

(a) The definition of “Lender” is hereby deleted and the following is hereby inserted in its place:

“Lender” shall mean any Person (and its respective successors and assigns) which may on or after the date hereof, make a Loan to Landlord or to Landlord and 620 Eighth Lender NYT (NY) Limited Partnership or be the holder of a Note.

(b) The definition of “Loan” is hereby deleted and the following is inserted in its place.

“Loan” shall mean any loan made by one or more Lenders to Landlord or to Landlord and 620 Eighth Lender NYT (NY) Limited Partnership, which loan (i) is secured either (A) by a Mortgage and an Assignment, or (B) a Pledge and (ii) is evidenced by a Note, but shall not include the loan secured by the Security Documents.

“Note” shall mean any promissory note evidencing the obligation of Landlord or Landlord and 620 Eighth Lender NYT (NY) Limited Partnership to repay a Loan as the same may be amended, supplemented or modified.

(d) The definition of “Permitted Encumbrances” is hereby amended by adding the following new clause (iii): “(iii) the Landlord Mortgage (except that the term “Permitted Encumbrances” as used in Paragraph 20(a) shall specifically exclude the Landlord Mortgage)”.

(e) The following new definition is inserted in Paragraph 2 of the Existing Lease:

“Pledge” shall mean a pledge of the Security Documents made by Landlord in favor of a Lender to secure a Loan; such pledge may include a pledge by 620 Eighth Lender NYT (NY) Limited Partnership of the W.P.C II Mortgage and the note secured thereby.

3. Tenant and Landlord confirm and acknowledge that the maturity date of the sale leaseback financing evidenced, secured and governed by the Existing Lease and the other Transaction Documents is the date (the “SLF Maturity Date”) which is the earliest of (i) the date Tenant purchases the Leased Premises pursuant to the Purchase Option, (ii) the date Tenant delivers the Beneficial Transfer Documents to Landlord, and (iii) three (3) Business Days after the “Early Maturity Date”, where the term “Early Maturity Date” means the date which is the earlier of (1) the Purchase Date, if Tenant timely delivers the Option Notice pursuant to Paragraph 34 (a) of the Existing Lease, but thereafter Tenant defaults in its obligation to close on the Purchase Option on the Purchase Date pursuant to Paragraph 20 of the Existing Lease or (2) the last day that Tenant could have timely delivered the Option Notice to Landlord under the terms of Paragraph 34(a) of the Existing Lease, if Tenant fails to so timely deliver said Option Notice pursuant to Paragraph 34(a) of the Existing Lease. If on or before SLF Maturity Date,

Tenant shall not either close on the Purchase Option or execute and deliver the Beneficial Transfer Documents, such failure shall constitute a maturity date event of default; provided that Landlord’s sole remedy with respect to such maturity date event of default shall be the right to foreclose upon Tenant’s beneficial interest in the Leased Premises under the Landlord Mortgage (whether by judicial foreclosure or power of sale), it being expressly acknowledged and agreed by Tenant that no notice or cure period shall be required to be given by Landlord under this Lease prior to the commencement of any such remedy by Landlord, that such remedy shall be, to the fullest extent permitted by applicable Laws, cumulative and concurrent and not exclusive of any other remedy that Landlord may be entitled to with respect to any other Event of Default under this Lease and shall be exercisable at the sole discretion of Landlord. Upon the occurrence of a maturity date event of default, Tenant shall be required to pay to Landlord as liquidated and agreed final damages for Tenant’s maturity date event of default (it being agreed that it would be impracticable or extremely difficult to fix the actual damages) an amount equal to the sum of (x) $250,000,000 plus (y) all reasonable costs or expenses incurred by Landlord in foreclosing on the Landlord Mortgage or otherwise collecting such damages.

4. Paragraph 22(c) of the Existing Lease is hereby amended by deleting the last sentence thereof and inserting the following in its place:

“Upon the occurrence of a Limited Remedy Default, Tenant shall be required to pay to Landlord as liquidated and agreed final damages for Tenant’s Limited Remedy Default (it being agreed that it would be impracticable or extremely difficult to fix the actual damages) an amount equal to the sum of (x) $250,000,000 plus (y) all reasonable costs or expenses incurred by Landlord in foreclosing on the Landlord Mortgage or otherwise collecting such damages. One year after the delivery of the Beneficial Transfer Documents and the recording of the True Assignment and the payment of all applicable transfer taxes thereon, Landlord shall record a satisfaction of the Landlord Mortgage, unless during such one year period Landlord has commenced a foreclosure action under the Landlord Mortgage and such foreclosure action has not been discontinued or terminated. Upon the completion of a foreclosure on Tenant’s beneficial interest in the Leased Premises under the Landlord Mortgage (whether by judicial foreclosure or power of sale) solely as a result of a Limited Remedy Default, (i) Landlord will be the sole owner of the beneficial interest in the Leased Premises and the leasehold estate created by the Severance Lease and (ii) the leasehold estate in the Leased Premises created by and vested in Tenant pursuant to this Lease shall not be affected by such foreclosure and Tenant shall remain the tenant under this Lease in accordance with the terms and provisions contained herein (it being understood that the Option Lapse Date has occurred with respect to all of the provisions of the Lease).

5. If Tenant shall receive a notice (a “Pledge Notice”) from Landlord that Landlord has obtained a Loan which is secured by a Pledge, which Pledge Notice states the name and address of the Lender, then if at any time thereafter, Tenant receives a notice from the Lender that an event of default has occurred under the loan documents which evidence, secure or relate to the Loan made by such Lender, then thereafter, all decisions, consents, approvals or options to be made by Landlord shall instead be made by Lender and payments of Basic Rent and the Purchase Price shall be made as directed by Lender until Lender notifies Tenant that the event of default has been cured to the satisfaction of Lender or that the Loan has been repaid in full. Tenant acknowledges receipt of a Pledge Notice from Landlord with respect to a $119,750,000 Loan made by Bank of China, New York Branch to Landlord and 620 Eighth Lender NYT (NY) Limited Partnership concurrently with the execution of this Amendment. Landlord consents to the foregoing and waives any right, claim or demand which Landlord may have against Tenant by reason of such payments to such Lender.

6. Tenant hereby confirms and agrees that from and after Tenant’s receipt of a Pledge Notice until such time as such Pledge Notice is withdrawn in writing by the Lender named in such Pledge Notice, with respect to any notice that must or may be given by Landlord to Tenant pursuant to the Existing Lease, as amended by this Agreement (including, without limitation, a notice of a default), such notice may instead be given by the Lender named in such Pledge Notice with the same force and effect as if given by Landlord.

7. Tenant represents and warrants to Landlord that the members of the Condominium Board and the NYTC Board designated by Tenant (collectively, the “Tenant Members”) are listed on Exhibit B attached hereto. Concurrently with the execution of this Amendment, Tenant is executing and delivering to Landlord an undated resignation of the Tenant Members. Tenant will not designate any additional, substitute or replacement members of the Condominium Board or the NYTC Board unless such member executes and delivers to Tenant and Tenant delivers to Landlord an undated resignation. Landlord shall have the right, at its option, only during the continuance of an Event of Default and not at any other time, to deliver one or more of the resignations to the Condominium Board or the NYTC Board, as applicable, and designate a replacement member.

8. Except as amended by this Amendment, the Existing Lease and all covenants, agreements, terms and conditions thereof shall remain in full force and effect and are hereby in all respects ratified and confirmed.

9. (a) This Amendment constitutes the entire agreement among the parties concerning its subject matter. This Amendment shall inure to the benefit of and be binding upon the parties and their respective heirs, successors and assigns. This Amendment may be executed in two or more counterparts and by facsimile each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

(b) This Amendment shall be governed by and construed in accordance with the laws of the State of New York (without giving effect to New York’s principles of conflict of laws).

[signatures on following page]

IN WITNESS WHEREOF, Landlord and Tenant have caused this Amendment to be duly executed under seal as of the day and year first above written.


LANDLORD:

620 EIGHTH NYT (NY) LIMITED PARTNERSHIP , a Delaware limited partnership

By: 620 EIGHTH GP NYT (NY) LLC, a Delaware limited liability company, its general partner

By: CPA:17 LIMITED PARTNERSHIP, a Delaware limited liability company, its sole member

By: CORPORATE PROPERTY ASSOCIATE 17 – GLOBAL INCORPORATED, a Maryland corporation, its general partners

By:	/s/ Jason E. Fox
	Name:	Jason E. Fox
	Title:	Executive Director

TENANT:

NYT REAL ESTATE COMPANY, LLC , a New York limited liability company,

By:	/s/ Kenneth Richieri
	Name:	Kenneth Richieri
	Title:	Manager


STATE OF NEW YORK	)
	)	ss.:
COUNTY OF NEW YORK	)

On the 26 ^th day of August in the year 2009 before me, the undersigned, a Notary Public in and for said state, personally appeared Jason E. Fox, personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument.

/s/ Kenneth R. Wong

Notary Public


STATE OF NEW YORK	)
	)	ss.:
COUNTY OF NEW YORK	)

On the 26 ^th day of August in the year 2009 before me, the undersigned, a Notary Public in and for said state, personally appeared Kenneth Richieri, personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument.

/s/ Ellen Herb

Notary Public

CONSENT OF GUARANTOR

The undersigned, The New York Times Company, a New York corporation, and The New York Times Sales Company, a Massachusetts business trust corporation (collectively, “Guarantor”), as guarantor of the obligations of Tenant under the Existing Lease pursuant to a guaranty dated as of March 6, 2009 (the “Guaranty”), hereby (a) consents to the execution and delivery of this Amendment by Tenant and (b) confirms and agrees that the execution and delivery of this Amendment by Tenant will not diminish or affect Guarantor’s obligations under the Guaranty, which obligations remain in full force and effect except that all references in the Guaranty to the “Lease” shall mean the Existing Lease, as modified by this Amendment.

Dated as of August 31, 2009


THE NEW YORK TIMES COMPANY

By:	/s/ Kenneth Richieri
	Name:	Kenneth Richieri
	Title:	Senior Vice President

THE NEW YORK TIMES SALES COMPANY

By:	/s/ Kenneth Richieri
	Name:	Kenneth Richieri
	Title:	President


STATE OF NEW YORK	)
	)	ss.:
COUNTY OF NEW YORK	)

/s/ Ellen Herb

Notary Public


STATE OF NEW YORK	)
	)	ss.:
COUNTY OF NEW YORK	)

/s/ Ellen Herb

Notary Public

Exhibit 10.2

FIFTH AMENDMENT TO AGREEMENT OF SUBLEASE (NYT)

By and Between

42ND ST. DEVELOPMENT PROJECT, INC.,

as Landlord

and

620 EIGHTH NYT (NY) LIMITED PARTNERSHIP,

as Tenant

Premises :

Block: 1012

Lots: 1001, 1003, and 1009 through 1035 (formerly part of Lot 1)

Address

620-628 8 ^th Avenue

263-267 and 241-261 West 40 ^th Street

242-244 West 41 ^st Street

231-235 West 40 ^th Street

248-256, 260-262 and 268 West 41 ^st Street

634 and 630-632 8 ^th Avenue

Borough of Manhattan

County, City and State of New York

RECORD AND RETURN TO :

DLA Piper LLP (US)

1251 Avenue of the Americas

New York, New York 10020

Attention: Marc Hurel, Esq.

FIFTH AMENDMENT TO AGREEMENT OF SUBLEASE (NYT)

THIS FIFTH AMENDMENT TO AGREEMENT OF SUBLEASE (NYT) (this “ Amendment ”) is made as of the 31 day of August, 2009, by and between 42ND ST. DEVELOPMENT PROJECT, INC. (“ 42DP ”), a subsidiary of New York State Urban Development Corporation (“ UDC ”) d/b/a Empire State Development Corporation (“ ESDC ”), a corporate governmental agency of the State of New York constituting a political subdivision and public benefit corporation, having an office at 633 Third Avenue, 33 ^rd floor, New York, New York 10017, as landlord (in such capacity, “ Landlord ”), and 620 EIGHTH NYT (NY) LIMITED PARTNERSHIP, a Delaware limited partnership, having an office address at c/o W.P. Carey & Co. LLC, 50 Rockefeller Plaza, 2nd Floor, New York, New York, 10020, as tenant (in such capacity, “ Tenant ”).

W I T N E S S E T H :

WHEREAS , Landlord and The New York Times Building LLC (“ NYTB ”) entered into that certain Agreement of Lease dated as of December 12, 2001, as amended by letter dated April 8, 2004 (the “ Initial Ground Lease ”), with respect to certain land and improvements more particularly described in the Initial Ground Lease, a memorandum of which was recorded October 24, 2003 in the Office of the City Register of the City of New York (the “ Office of the City Register ”) as CRFN 2003000433122;

WHEREAS , NYTB, as sublandlord, entered into that certain Agreement of Sublease dated as of December 12, 2001 made by and between NYTB, as sublessor, and NYT Real Estate Company LLC (“ NYTREC ”), as sublessee, (as assigned by Lease Assignment dated as of August 15, 2006 made by NYTB, as assignor, to Landlord, as assignee) and recorded in the Office of the City Register (New York County) on October 24, 2003 as CRFN 2003000433125; as assigned by The New York Times Building LLC to Landlord pursuant to Lease Assignment dated August 15, 2006 and recorded in the Office of the City Register (New York County) on November 20, 2006 as CRFN 2006000644732; as amended by First Amendment to Agreement of Sublease dated as of August 15, 2006 and recorded in the Office of the City Register (New York County) on November 20, 2006 as CRFN 2006000644735; Second Amendment to Agreement of Sublease dated as of January 29, 2007 and recorded in the Office of the City Register (New York County) on February 22, 2007 as CRFN 2007000100157; Third Amendment to Agreement of Sublease dated as of March 6, 2009 and recorded in the Office of the City Register (New York County) on March 12, 2009 as CRFN 2009000072454; and Fourth Amendment to Agreement of Sublease dated as of March 6, 2009 and recorded in the Office of the City Register (New York County) on July 9, 2009 as CRFN 2009000209142, which Severance Lease has been assigned to Tenant as part of a sale-leaseback financing pursuant to Assignment and Assumption of Sublease dated as of March 6, 2009 made by and between NYTREC, as assignor, and Tenant as assignee and recorded in the Office of the City Register (New York County) on March 12, 2009 as CRFN 2009000072464 (collectively, the “ NYTC Sublease ”); and

WHEREAS, Landlord and Tenant desire to amend the NYTC Sublease for the purposes hereinafter set forth.

NOW, THEREFORE , in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Definitions . All capitalized terms used herein without definition shall have the meanings ascribed to them in the NYTC Sublease.

2. Definitions . (a) The defined term “Recognized Mortgagee” in the NYTC Sublease is hereby deleted in its entirety and replaced with the following:

“ Recognized Mortgagee ” means (A) the holder of a Recognized Mortgage or (B) if the Recognized Mortgage has been collaterally assigned to a Lending Institution, the collateral assignee of such Recognized Mortgage, provided that the mortgagee collaterally assigning the Recognized Mortgage has sent notice of such collateral assignment in substantially the form attached hereto as Exhibit A .

(b) Each of the following mortgages shall be deemed to be a “Recognized Mortgage” for all purposes under the NYTC Sublease: (1) that certain Mortgage, Security Agreement and Fixture Filing dated as of March 6, 2009 from NYT Real Estate Company LLC in favor of New York State Urban Development Corporation, d/b/a Empire State Development Corporation, a corporate governmental agency of the State of New York constituting a political subdivision and public benefit corporation, as co-mortgagee and 620 Eighth Lender NYT (NY) Limited Partnership, as co-mortgagee, and recorded in the Office of the Register of the City of New York, New York County on March 12, 2009 as CRFN 2009000072460, as assigned by New York State Urban Development Corporation, d/b/a Empire State Development Corporation to 620 Eighth Lender NYT (NY) Limited Partnership pursuant to Assignment of Mortgage, Security Agreement and Fixture Filing dated as of March 6, 2009 and recorded in the Office of the Register of the City of New York, New York County on March 12, 2009 as CRFN 2009000072462; as amended by Amendment to Mortgage, Security Agreement and Fixture Filing dated as of March 6, 2009 between NYT Real Estate Company LLC and 620 Eighth Lender NYT (NY) Limited Partnership, recorded in the Office of the Register of the City of New York, New York County on July 9, 2009 as CRFN 2009000209146; and as further amended by Second Amendment to Mortgage, Security Agreement and Fixture Filing dated as of the date hereof and to be recorded in the Office of the Register of the City of New York, New York County; and (2) that certain Wrap-Around Mortgage, Assignment of Rents, Security Agreement and Fixture Filing dated as of March 6, 2009 made by NYT Real Estate Company LLC in favor of 620 Eighth NYT (NY) Limited Partnership and New York State Urban Development Corporation d/b/a Empire State Development Corporation, as co-mortgagee, in the maximum principal sum of $250,000,000.00 and recorded on March 12, 2009 in the Office of the City Register of the City of New York as CRFN # 2009000072461; as assigned by New York State Urban Development Corporation d/b/a Empire State Development Corporation to Landlord pursuant to Assignment of Wrap-Around Mortgage, Assignment of Rents, Security Agreement and Fixture Filing dated as of March 6, 2009 and recorded on March 12, 2009 in the Office of the City Register of the City of New York as CRFN #2009000072463; as amended by Amendment to Wrap-Around Mortgage, Assignment of Rents, Security Agreement and Fixture Filing dated as of March 6, 2009 and recorded on July 9, 2009 in the Office of the City Register of the City of New York as CRFN #2009000209146; and as further amended by Second Amendment to Mortgage, Security Agreement and Fixture Filing dated as of the date hereof and to be recorded in the Office of the Register of the City of New York, New York County.

4. Execution of New Lease . Section 31.6(a) of the Severance Lease is hereby deleted in its entirety and replaced with the following:

“(a) Notice of Termination . If this Lease is terminated due to an Event of Default or upon the rejection or disaffirmance of this Lease pursuant to the United States Bankruptcy Code or any other law affecting creditor’s rights, Landlord shall, as soon as practicable thereafter, give notice of such termination to each Recognized Mortgagee. Such notice shall set forth in reasonable detail a description of all defaults, to the actual knowledge of Landlord, in existence at the time this Lease was terminated.”

5. Consensual Termination of Lease . So long as a Recognized Mortgage is in force and effect, Landlord and Tenant shall not consent to terminate the Severance Lease without the consent of the Recognized Mortgagee and any such attempted consensual termination shall be null and void; provided , however , that the foregoing shall not apply to any termination right contained in Article XI, Article XII or Section 31.2(b) of the Severance Lease.

6. Recording . Landlord and Tenant agree that Tenant shall cause this Amendment to be recorded and that Tenant shall pay any transfer, mortgage recording or similar taxes that may be payable as a result of this Amendment.

7. No Other Amendments . As modified by this Amendment, the NYTC Sublease remains in full force and effect.

8. General . This Amendment shall inure the benefit of and be binding upon the parties and their respective heirs, successors and assigns. This Amendment may be executed in two or more counterparts and by facsimile each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[the remainder of this page is intentionally blank]

IN WITNESS WHEREOF , Landlord and Tenant have executed this Amendment as of the day and year first written above.


LANDLORD:

42ND ST. DEVELOPMENT PROJECT, INC., as Landlord

By:	/s/ Naresh Kapadia
	Name:	Naresh Kapadia
	Title:	Assistant Vice President

TENANT:

620 EIGHTH NYT (NY) LIMITED PARTNERSHIP, a Delaware limited partnership

By: 620 EIGHTH GP NYT (NY) LLC, a Delaware limited liability company, its general partner

By: CPA:17 LIMITED PARTNERSHIP, a Delaware limited partnership, its sole member

By: CORPORATE PROPERTY ASSOCIATES 17 – GLOBAL INCORPORATED, a Maryland corporation, its general partner

By:	/s/ Jason E. Fox
	Name:	Jason E. Fox
	Title:	Executive Director

The undersigned hereby consents and agrees to this Amendment and the Fourth Amendment to Agreement of Sublease dated as of March 6, 2009:


NYT REAL ESTATE COMPANY LLC

By:	/s/ Kenneth Richieri
	Name:	Kenneth Richieri
	Title:	Manager

ACKNOWLEDGMENTS


STATE OF NEW YORK	)
	)	ss.:
COUNTY OF NEW YORK	)

On the 27th day of August in the year 2009, before me, the undersigned, a Notary Public in and for said State, personally appeared Naresh Kapadia, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

/s/ John Pappano

Notary Public


STATE OF NEW YORK	)
	)	ss.:
COUNTY OF NEW YORK	)

On the 27th day of August in the year 2009, before me, the undersigned, a Notary Public in and for said State, personally appeared Jason E. Fox, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

/s/ Winston C. Smith

Notary Public


STATE OF NEW YORK	)
	)	ss.:
COUNTY OF NEW YORK	)

On the 26th day of August in the year 2009, before me, the undersigned, a Notary Public in and for said State, personally appeared Kenneth Richieri, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that she executed the same in her capacity, and that by her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

/s/ Ellen Herb

Notary Public

Exhibit A

Form of Notice


[TENANT]		[EXISTING MORTGAGEE]

, 20

42 ^nd St. Development Project, Inc.

c/o Empire State Development Corporation

42 ^nd Street Development Project

633 Third Avenue

New York, New York 10017

Re:

Agreement of Sublease dated as of December 12, 2001 made by and between The New York Times Building LLC, as sublessor, and 620 Eighth NYT (NY) Limited Partnership (together with its successors and/or assigns “ Tenant ”), as sublessee; as assigned by Lease Assignment dated as of August 15, 2006 made by New York Times Building LLC, as assignor, to 42ND St. Development Project, Inc. (together with its successors and/or assigns, “ Landlord ”), as assignee (collectively and as amended from time to time, the “ Severance Lease ”)

Dear Sir/Madam:

In connection with a loan from [ ] (together with its successors and or assigns, “ Pledgee ”) to [ ] (“ Existing Mortgagee ”), which loan is secured by a pledge of the Existing Mortgagee’s interests in the existing mortgage encumbering the Tenant’s interest in the Severance Lease, Existing Mortgagee and Tenant each hereby confirm to Landlord (i) that all of Existing Mortgagee’s respective right and interest, including, without limitation, as a Recognized Mortgagee under the Severance Lease has been collaterally assigned to Pledgee, (ii) that Pledgee is a Lending Institution (as defined in the Severance Lease), (iii) that Landlord is obligated to deal only with and give notices only to Pledgee and not Existing Mortgagee and (iv) that Pledgee is entitled to take all actions which the Recognized Mortgagee is entitled to take. In accordance with the foregoing, Pledgee shall have the sole power and authority to exercise any of the rights afforded a “Recognized Mortgagee” under the Severance Lease, and all the provisions thereunder inuring to the benefit of a “Recognized Mortgagee” shall run solely in favor of Pledgee to the exclusion of the Existing Mortgagee. Until such time as Landlord shall receive written notice from Pledgee that Pledgee is assigning its interest as Recognized Mortgagee to the Existing Mortgagee, the Existing Mortgagee shall have no right, power or authority as a “Recognized Mortgagee” under the Severance Lease and Landlord shall be free to ignore any notice or claim by any of the Existing Mortgagee to the contrary.

Tenant and Existing Mortgagee shall jointly and severally indemnify, defend and hold harmless Landlord and its successors and assigns (collectively, the “ Indemnified Parties ”) from and against any and all liabilities (statutory or otherwise), obligations, claims, damages, penalties, causes of action, costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements), losses and injuries of every kind and nature whatsoever, including the costs of enforcing this agreement actually incurred by, imposed upon or suffered by the Indemnified Parties, or any one or more of them, by reason of, caused by, arising out of, in connection with or resulting from Landlord’s reliance on the direction from Tenant and Existing Mortgagee contained in this agreement.

Please indicate your agreement with the terms of this agreement by countersigning where indicated below. Delivery of signed copies of this letter by fax or by electronic mail shall be as effective as delivery of signed originals. This letter may be executed and delivered in counterparts.


[TENANT]						[EXISTING MORTGAGEE]

By:						By:
Name:						Name:
Title:						Title:

ACKNOWLEDGED AND AGREED:

[LANDLORD]

By:
Name:
Title:

Exhibit 10.3

THE NEW YORK TIMES COMPANY

DEFERRED EXECUTIVE COMPENSATION PLAN

AMENDMENT

THIS INSTRUMENT made as of the 29 ^th day of October, 2009 by the ERISA Management Committee (the “Committee”) of The New York Times Company (the “Company”).

W I T N E S S E T H

WHEREAS, the Company maintains, for the benefit of eligible employees, The New York Times Company Deferred Executive Compensation Plan, as amended from time to time (the “Plan”); and

WHEREAS, pursuant to Section 9.1 of the Plan, the Company shall have the right to amend the Plan by an action of the Committee; and

WHEREAS, the Committee desires to amend the Plan, effective January 1, 2010, to change the definition of “Eligible Employee” for purposes of determining eligibility to participate in the Plan;

WHEREAS, the Committee desires to amend the Plan, effective January 1, 2009, to clarify the definition of “Change Of Control,” the forms of payment and the re-deferral provisions;

NOW, THEREFORE, the Plan is hereby amended, effective as of the dates set forth below, as follows:

1. Effective as of January 1, 2010, Section 1.3, “History of the Plan,” is hereby amended by adding the following sentence to the end thereof:

“Effective January 1, 2010, the Plan was amended to change the definition of Eligible Employee to employees who are listed in Band Level 1 or 2, or a comparable level, for the prior calendar year.”

2. Effective as of January 1, 2009, Section 2.2, “Change Of Control,” is hereby amended by adding the following sentence to the end thereof:

“For purposes of clarification, a Change Of Control shall be deemed to occur only if such transactions or events would give rise to a “change in ownership,” a “change in effective control” or a “change in the ownership of a substantial portion of the assets” under Section 409A of the Code and the regulations thereunder.”

3. Effective as of January 1, 2010, Section 2.10, “Eligible Employee,” is hereby deleted in its entirety and replaced with the following:

“2.10 Eligible Employee means, each employee of the Employer whose annual base salary on October 1 of the year prior to the year for which such employee defers any Compensation under the Plan is determined by reference to salary Band Level 1 or salary Band Level 2, or a comparable level (as formulated by the Company), who is not covered under a collective bargaining agreement, who is not eligible to participate in any other non-qualified deferred compensation plan sponsored by the Employer and/or its subsidiaries and affiliates while deferring Compensation under this Plan, and who consents to the purchase of Corporate Owned Life Insurance by the Employer. An Employee who participated in this Plan prior to January 1, 2010, and who no longer meets the definition of Eligible Employee, shall continue to be a Participant with respect to existing deferrals, but shall not be permitted to defer any additional Compensation unless he or she again qualifies as an Eligible Employee.”

4. Effective as of January 1, 2009, Section 7.1, “Election As To Form Of Payment,” is hereby amended by adding the following sentence after the second sentence thereof:

“For purposes of clarification, during the applicable annual enrollment period, a Participant may elect to receive his/her Elective Deferrals for such Plan Year in (i) one lump sum payment payable between January 2 and March 15 immediately following the end of the deferral period for such Plan Year, (ii) in annual installments over a period of five, ten or fifteen years commencing between January 2 and March 15 immediately following the end of the deferral period for such Plan Year, or (iii) a

partial lump sum payable between January 2 and March 15 immediately following the end of the deferral period for such Plan Year with the balance of such Elective Deferral paid in annual installments over 5, 10 or 15 years commencing between January 2 and March 15 immediately following the end of the deferral period for such Plan Year.”

5. Effective as of January 1, 2009, Section 7.2, “Extension Of Deferral Periods,” is hereby amended by adding the following sentence to the end thereof:

“For purposes of clarification, Participants who retire under a Company pension plan, or attain age 55 and complete at least ten years of service as of their date of termination, or have a Total and Permanent Disability shall be permitted to renew their deferral elections. All other terminated Participants shall not be permitted to renew their deferral elections.”

IN WITNESS WHEREOF, the Committee has caused this amendment to be executed by a duly authorized member as of the date first set forth above.


ERISA MANAGEMENT COMMITTEE

By:		/s/ Ann Kraus
		Ann Kraus
		Co-Chairman

EXHIBIT 12

THE NEW YORK TIMES COMPANY

Ratio of Earnings to Fixed Charges ⁽ ¹ ⁾

(Unaudited)


	For the Nine Months Ended September 27, 2009			For the Years Ended
*(In thousands, except ratios)*	For the Nine Months Ended September 27, 2009			December 28, 2008			December 30, 2007		December 31, 2006			December 25, 2005		December 26, 2004
(Loss)/earnings from continuing operations before fixed charges
(Loss)/income from continuing operations before income taxes, noncontrolling interest and income/(loss) from joint ventures	$	(133,821	)	$	(88,426	)	$	187,587	$	(571,262	)	$	397,495	$	429,065
Distributed earnings from less than fifty- percent owned affiliates		2,775			35,733			7,979		13,375			9,132		14,990

Adjusted pre-tax (loss)/earnings from continuing operations		(131,046	)		(52,693	)		195,566		(557,887	)		406,627		444,055
Fixed charges less capitalized interest		66,325			55,290			49,435		69,245			64,648		54,222

(Loss)/earnings from continuing operations before fixed charges	$	(64,721	)	$	2,597		$	245,001	$	(488,642	)	$	471,275	$	498,277

Fixed charges
Interest expense, net of capitalized interest ⁽¹⁾	$	61,879		$	48,191		$	43,228	$	58,581		$	53,630	$	44,191
Capitalized interest		1,382			2,639			15,821		14,931			11,155		7,181
Portion of rentals representative of interest factor		4,446			7,099			6,207		10,664			11,018		10,031

Total fixed charges	$	67,707		$	57,929		$	65,256	$	84,176		$	75,803	$	61,403

Ratio of earnings to fixed charges ⁽²⁾		—			—			3.75		—			6.22		8.11

Note:

The Ratio of Earnings to Fixed Charges should be read in conjunction with this Quarterly Report on Form 10-Q, as well as The New York Times Company’s (the “Company”) Annual Report on Form 10-K for the year ended December 28, 2008.

(1)

The Company’s policy is to classify interest expense recognized on uncertain tax positions as income tax expense. The Company has excluded interest expense recognized on uncertain tax positions from the Ratio of Earnings to Fixed Charges.

(2)

In the first nine months of 2009, earnings were inadequate to cover fixed charges by approximately $132 million. In 2008, earnings were inadequate to cover fixed charges by approximately $55 million as a result of non-cash impairment charges of $197.9 million for the News Media Group. In 2006, earnings were inadequate to cover fixed charges by approximately $573 million as a result of a non-cash impairment charge of $814.4 million.

EXHIBIT 31.1

Rule 13a-14(a)/15d-14(a) Certification

I, Janet L. Robinson, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of The New York Times Company;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: November 4, 2009				/s/ JANET L. ROBINSON
				Janet L. Robinson
				Chief Executive Officer

EXHIBIT 31.2

Rule 13a-14(a)/15d-14(a) Certification

I, James M. Follo, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of The New York Times Company;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: November 4, 2009				/s/ JAMES M. FOLLO
				James M. Follo
				Chief Financial Officer

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of The New York Times Company (the “Company”) for the quarter ended September 27, 2009, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Janet L. Robinson, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that based on my knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ JANET L. ROBINSON

Janet L. Robinson

Chief Executive Officer

November 4, 2009

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of The New York Times Company (the “Company”) for the quarter ended September 27, 2009, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, James M. Follo, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, based on my knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ JAMES M. FOLLO

James M. Follo

Chief Financial Officer

November 4, 2009