New York Times - 10-Q quarterly report FY

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 30, 2007

Commission file number 1-5837

THE NEW YORK TIMES COMPANY

(Exact name of registrant as specified in its charter)

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  o.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. Large accelerated filer  x  Accelerated filer  o  Non-accelerated filer  o.

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

Number of shares of each class of the registrant’s common stock outstanding as of November 2, 2007 (exclusive of treasury shares):

THE NEW YORK TIMES COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

SUPPLEMENTAL DATA

Acquisitions

•                  In May 2007, the Company acquired ConsumerSearch, Inc. for approximately $33 million.

•                  In March 2007, the Company acquired UCompareHealthCare.com for $2.3 million. The Company paid approximately $1.8 million in the first quarter of 2007 and withheld the remaining $0.5 million for a one-year indemnification period.

Other

•                  Financing activities – Other financing proceeds in 2007 includes cash received from the Company’s real estate development partner for repayment of the Company’s loan receivable.

Non-Cash

•                  As of December 31, 2006, approximately $125 million was outstanding under the Company’s real estate development partner’s construction loan. In January 2007, the Company was released as a co-borrower, and therefore the receivable and the construction loan were reversed and are not included in the Company’s Condensed Consolidated Balance Sheet as of September 30, 2007. See Note 12 for additional information related to the Company’s new headquarters.

•                  As part of the purchase and sale of the Company’s Edison, N.J., printing facility (see Note 8), the Company terminated its existing capital lease agreement. This resulted in the reversal of the related assets (approximately $86 million) and capital lease obligation (approximately $69 million).

See Notes to Condensed Consolidated Financial Statements.

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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 30, 2007, and December 31, 2006, and the results of operations and cash flows of the Company for the periods ended September 30, 2007, and September 24, 2006. All adjustments 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. The Company’s Condensed Consolidated Financial Statements and related Notes 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 31, 2006. 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.

As of September 30, 2007, the Company’s significant accounting policies, which are detailed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006, have not changed materially, except for the adoption of Financial Accounting Standards Board (“FASB”) Interpretation (“FIN”) No. 48, Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109 (“FIN 48”) (see Note 5).

Certain reclassifications have been made to the prior periods to conform to classifications used as of and for the period ended September 30, 2007, such as presenting depreciation and amortization separately from production and selling, general and administrative costs. The fiscal periods included herein comprise 13 weeks for the third-quarter periods and 39 weeks for the nine-month periods.

Recent Accounting Pronouncements

In February 2007, FASB issued Statement of Financial Accounting Standards (“FAS”) No. 159, The Fair Value Option for Financial Assets and Financial Liabilities Including an Amendment of FASB Statement No. 115 (“FAS 159”). FAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value. FAS 159 is effective for fiscal years beginning after November 15, 2007. The Company is currently evaluating the impact of adopting FAS 159 on its financial statements.

In September 2006, FASB issued FAS No. 157, Fair Value Measurements (“FAS 157”). FAS 157 establishes a common definition for fair value under accounting principles generally accepted in the United States of America (“GAAP”), establishes a framework for measuring fair value and expands disclosure requirements about such fair value measurements. FAS 157 is effective for fiscal years beginning after November 15, 2007. The Company is currently evaluating the impact of adopting FAS 157 on its financial statements.

In September 2006, FASB ratified the Emerging Issues Task Force (“EITF”) conclusion under EITF No. 06-4, Accounting for Deferred Compensation and Postretirement Benefit Aspects of Endorsement Split-Dollar Life Insurance Arrangements (“EITF 06-4”). Diversity in practice exists in accounting for the deferred compensation

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and postretirement aspects of endorsement split-dollar life insurance arrangements. EITF 06-4 was issued to clarify the accounting and requires employers to recognize a liability for future benefits in accordance with FAS No. 106, Employers’ Accounting for Postretirement Benefits Other Than Pensions (if, in substance, a postretirement benefit plan exists), or Accounting Principles Board Opinion No. 12, Omnibus Opinion—1967 (if the arrangement is, in substance, an individual deferred compensation contract) based on the substantive agreement with the employee.

EITF 06-4 is effective for fiscal years beginning after December 15, 2007, with earlier application permitted.  The effects of adopting EITF 06-4 can be recorded either as (i) a change in accounting principle through a cumulative-effect adjustment to retained earnings or to other components of equity as of the beginning of the year of adoption, or (ii) a change in accounting principle through retrospective application to all prior periods. The Company is currently evaluating the impact of adopting EITF 06-4 on its financial statements.

NOTE 2.                         DISCONTINUED OPERATIONS

On May 7, 2007, the Company sold its Broadcast Media Group, which consisted of nine network-affiliated television stations, their related Web sites and digital operating center, for approximately $575 million. The Company recognized a pre-tax gain on the sale of $189.9 million ($93.7 million after-tax) for the first nine months of 2007.

In accordance with the provisions of FAS No. 144, Accounting for Costs Associated with Exit or Disposal Activities, the Broadcast Media Group’s results of operations and the gain on the sale are presented as discontinued operations, and certain assets and liabilities are classified as held for sale for the period presented before the sale. The results of operations presented as discontinued operations through May 7, 2007, and the assets and liabilities classified as held for sale as of December 31, 2006, are summarized below. In the third quarter of 2007, the Company recorded post-closing adjustments resulting in a decrease in the gain.

(a)       Included in “Accounts payable” in the Condensed Consolidated Balance Sheet.

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NOTE 3.                         GOODWILL AND OTHER INTANGIBLE ASSETS

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 if certain circumstances indicate a possible impairment may exist, in accordance with FAS No. 142, Goodwill and Other Intangible Assets.

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

The Company performs its annual impairment testing in the fourth quarter of its fiscal year.

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

On May 4, 2007, the Company acquired ConsumerSearch, Inc., a leading online aggregator and publisher of consumer product reviews, for approximately $33 million. The related Web site ConsumerSearch.com includes product comparisons and recommendations and adds a new functionality to the About Group.

On March 27, 2007, the Company acquired UCompareHealthCare.com, a site that provides dynamic Web-based interactive tools to consumers to enable them to measure the quality of certain healthcare services, for $2.3 million. The Company paid approximately $1.8 million and withheld the remaining $0.5 million for a one-year indemnification period. UCompareHealthCare.com expands the About Group’s online health channel.

The Condensed Consolidated Financial Statements include the operating results of these acquisitions subsequent to the dates of acquisition.

Based on preliminary valuations of ConsumerSearch and UCompareHealthCare.com, the Company has allocated the excess of the purchase price over the carrying value of the net liabilities assumed of $24.0 million to goodwill and $15.5 million to other intangible assets for ConsumerSearch, and net assets acquired of $1.5 million to goodwill and $0.8 million to other intangible assets for UCompareHealthCare.com. The goodwill for the UCompareHealthCare.com acquisition is tax-deductible, but the goodwill for the ConsumerSearch acquisition is not tax-deductible. The intangible assets of ConsumerSearch consist of its trade name, customer relationships, content and proprietary technology. The intangible assets of UCompareHealthCare.com consist of content and proprietary technology.

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The preliminary purchase price allocations for the ConsumerSearch and UCompareHealthCare.com acquisitions are subject to adjustment when additional information concerning asset and liability valuations is obtained. The final asset and liability fair values may differ from those included in the Company’s Condensed Consolidated Balance Sheet as of September 30, 2007; however, the changes are not expected to have a material effect on the Company’s Condensed Consolidated Financial Statements.

Other intangible assets acquired were as follows:

As of September 30, 2007, the remaining weighted-average amortization period was eight years for customer lists and six 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 approximately $11 million in the first nine months of 2007, and is expected to be approximately $14 million for the fiscal year 2007. Estimated annual amortization expense for the next five years related to these intangible assets is expected to be as follows:

NOTE 4.                         DEBT OBLIGATIONS

The Company’s total debt, including commercial paper, revolving credit agreements and capital lease obligations, was $1.0 billion as of September 30, 2007. Until January 2007, the Company was a co-borrower under a $320 million non-recourse construction loan in connection with the construction of its new headquarters. The Company did not draw down on the construction loan, which was used by its development partner. However, as a co-borrower, the Company was required to record the amount outstanding of the construction loan on its financial statements. The Company also recorded a receivable, due from its development partner, for the same amount outstanding under the construction loan. As of December 31, 2006, approximately $125 million was outstanding under the construction loan and recorded as a receivable included in “Other current assets” in the Condensed Consolidated Balance Sheet. In January 2007, with the Company’s release as a co-borrower, the receivable and the construction loan

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were reversed and are not included in the Company’s Condensed Consolidated Balance Sheet as of September 30, 2007. See Note 12 for additional information related to the Company’s new headquarters.

The Company’s $725.0 million commercial paper program is supported by the revolving credit agreements described below. Commercial paper issued by the Company is unsecured and can have maturities of up to 270 days. The Company had $91.4 million in commercial paper outstanding as of September 30, 2007, with an annual weighted-average interest rate of 6.1% and an average of 11 days to maturity from original issuance.

The Company’s $800.0 million revolving credit agreements support its commercial paper program and may also be used for general corporate purposes. In addition, these revolving credit agreements provide a facility for the issuance of letters of credit. Of the total $800.0 million available under the two revolving credit agreements ($400.0 million credit agreement maturing in May 2009; and $400.0 million credit agreement maturing in June 2011), the Company has issued letters of credit of approximately $24 million. As of September 30, 2007, the Company had $205.0 million outstanding under its revolving credit agreements, with a weighted average interest rate of 5.8%. The remaining balance of approximately $571 million supports the Company’s commercial paper program. There were no borrowings outstanding under the revolving credit agreements as of December 31, 2006.

Any borrowings under the revolving credit agreements bear interest at specified margins based on the Company’s credit rating, over various floating rates selected by the Company.

The revolving credit agreements each contain a covenant that requires a specified level of stockholders’ equity (as defined in the agreements). As of September 30, 2007, the amount of stockholders’ equity in excess of the required levels was approximately $668 million.

The Company’s five-year 5.350% notes aggregating $50.0 million matured on April 16, 2007, and its five-year 4.625% notes aggregating $52.0 million matured on June 25, 2007. As of December 31, 2006, these notes were recorded in “Current portion of long-term debt and capital lease obligations.”  In the second quarter of 2007, the Company made principal repayments totaling $102.0 million.

As part of the purchase and sale of the Company’s Edison, N.J., printing facility (see Note 8), the Company terminated its existing capital lease agreement. This resulted in the reversal of the related assets (approximately $86 million) and capital lease obligation (approximately $69 million).

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

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NOTE 5.                         INCOME TAXES

The Company’s effective income tax rate increased to 39.0% in the third quarter and 46.4% in the first nine months of 2007 compared with 32.8% in the third quarter and 35.9% in the first nine months of 2006. In the third quarter and first nine months of 2006, a favorable tax adjustment, related to the filing of the Company’s 2005 federal tax return, lowered the tax rate. For the first nine months of 2007, the increases were primarily due to the income taxes associated with asset sales in the second quarter of 2007 (see Notes 2 and 8)  and a net tax adjustment. The tax adjustment was primarily due to the application of a change in New York state law (effective January 1, 2007) that required a revaluation of the existing deferred tax balances.

On January 1, 2007, the Company adopted FIN 48. The adoption of FIN 48 resulted in a cumulative effect adjustment of approximately $24 million recorded as a reduction to the beginning balance of retained earnings. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

The total amount of unrecognized tax benefits that would, if recognized, affect the effective income tax rate was approximately $65 million as of September 30, 2007, and approximately $57 million as of December 31, 2006.

The Company also recognizes accrued interest expense and penalties related to the unrecognized tax benefits as additional tax expense, which is consistent with prior periods. The total amount of accrued interest and penalties was approximately $32 million as of September 30, 2007, and was approximately $25 million as of December 31, 2006.

With few exceptions, the Company is no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years prior to 2000. Management believes that its accrual for tax liabilities is adequate for all open audit years. This assessment relies on estimates and assumptions and may involve a series of complex judgments about future events.

It is reasonably possible that U.S. federal, state and local, and non-U.S. tax examinations will be settled during the next twelve months. If any of these tax audit settlements do occur within the next twelve months, the Company would make any necessary adjustments to the accrual for uncertain tax benefits. Until formal resolutions are reached between the Company and the tax authorities, the determination of a possible audit settlement range for the effect on uncertain tax benefits is not practicable. On the basis of present information, it is the opinion of the Company’s management that any assessments resulting from the current audits will not have a material effect on the Company’s consolidated financial statements.

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NOTE 6.                         COMMON STOCK

During the first nine months of 2007, the Company repurchased 89,117 shares of its Class A Common Stock under its stock repurchase program at a cost of $1.9 million. The average price of these repurchases was $21.65 per share. As of September 30, 2007, approximately $92 million remained from the Company’s current share repurchase authorization.

On March 22, 2007, the Company’s Board of Directors authorized a $.23 per share dividend on the Company’s Class A and Class B Common Stock, effective with the June 2007 dividend, representing a 31% increase from the prior quarterly dividend of $.175 per share.

NOTE 7.                         PENSION AND POSTRETIREMENT BENEFITS

Pension

The Company sponsors several pension plans (qualified funded plans and non-qualified unfunded plans) and makes contributions to several multi-employer pension plans, in connection with collective bargaining agreements. These plans cover substantially all employees.

On May 7, 2007, the Company sold the Broadcast Media Group. As part of the sale, Broadcast Media Group employees no longer accrue benefits under the Company’s pension plan and those employees who on the date of sale were within a year of becoming eligible for early retirement were bridged to retirement-eligible status. Upon retirement, all Broadcast Media Group employees will receive pension benefits equal to their vested amount as of the date of the sale. The sale significantly reduced the expected years of future service from current employees, resulting in a curtailment of the pension plan. The Company recorded a special termination charge, for benefits provided to employees bridged to retirement-eligible status, of $0.9 million, which is reflected in the gain on the sale of the Broadcast Media Group.

In connection with the curtailment, the Company remeasured one of its pension plans as of the date of the sale of the Broadcast Media Group. The curtailment and remeasurement resulted in a decrease in the pension liability and an increase in other comprehensive income (before taxes) of $40.4 million.

The components of net periodic pension cost of all Company-sponsored pension plans were as follows:

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The components of net periodic postretirement benefit cost were as follows:

NOTE 8.                         OTHER

Staff Reductions

The Company recognized staff reduction charges of $4.9 million in the third quarter of 2007 and $17.6 million in the first nine months of 2007. In the third quarter and first nine months of 2006, the Company recognized staff reduction charges of $7.4 million and $25.9 million, respectively. Most of the charges in 2007 and 2006 were recognized at the News Media Group. These charges are primarily recorded in “Selling, general and administrative costs” in the Company’s Condensed Consolidated Statements of Income. As of September 30, 2007, the Company had a staff reduction liability of $10.0 million included in “Accrued expenses” in the Company’s Condensed Consolidated Balance Sheet.

Plant Consolidation

In 2006, the Company announced plans to consolidate the printing operations of a facility it leased in Edison, N.J., into its newer facility in College Point, N.Y. As part of the consolidation, the Company purchased the Edison facility and then sold it, with two adjacent properties it already owned, to a third party. The purchase and sale of the Edison facility closed in the second quarter of 2007, relieving the Company of rental terms that were above market as well as certain restoration obligations under the original lease. As a result of the sale, the Company recognized a pre-tax loss of $68.2 million ($41.3 million after-tax) in the second quarter of 2007. This loss is recorded in “Net loss on sale of assets” in the Company’s Condensed Consolidated Statements of Income.

As part of the consolidation, the Company expects a workforce reduction of approximately 300 full-time equivalent employees resulting in a charge of $16 to $20 million for staff reduction costs, of which approximately $1 million was recorded as of September 30, 2007, with the majority of the remaining amount to be recorded in the fourth quarter of 2007.

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Sale of WQEW-AM

On April 26, 2007, the Company sold WQEW-AM to Radio Disney, LLC (which provided substantially all of WQEW-AM programming through a licensing agreement) for $40.0 million. The Company recognized a pre-tax gain of $39.6 million ($21.2 million after-tax) in the second quarter of 2007.

NOTE 9.                         EARNINGS PER SHARE

Basic and diluted earnings per share have been computed as follows:

The difference between basic and diluted shares is primarily due to the assumed exercise of stock options included in the diluted earnings per share computation.

Stock options with exercise prices that exceeded the average fair market value of the Company’s Common Stock had an antidilutive effect and, therefore, were excluded from the computation of diluted earnings per share. Approximately 32 million stock options with exercise prices ranging from $22.23 to $48.54 were excluded from the computation in the third quarter and the first nine months of 2007. Approximately 30 million stock options with exercise prices ranging from $22.94 to $48.54 were excluded from the computation in the third quarter of 2006, and approximately 30 million stock options with exercise prices ranging from $25.05 to $48.54 were excluded from the computation in the first nine months of 2006.

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NOTE 10.                  COMPREHENSIVE INCOME

Comprehensive income was as follows:

The adjustments to pension and postretirement obligations in the above table were due to remeasurements of the obligations in 2007 (see Note 7).

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 $84 million as of September 30, 2007, and approximately $152 million as of December 31, 2006.

NOTE 11.                  SEGMENT STATEMENTS OF INCOME

The Company’s reportable segments consist of the News Media Group and the About Group. These segments are evaluated regularly by 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 New York Times (“The Times”), NYTimes.com, the International Herald Tribune and WQXR-FM; the New England Media Group, which principally includes The Boston Globe (the “Globe”), Boston.com and the Worcester Telegram & Gazette; and the Regional Media Group, which includes 14 daily newspapers and their related digital operations); and

About Group(consisting of the Web sites of About.com, ConsumerSearch.com, UCompareHealthCare.com and Calorie-Count.com). The Company acquired UCompareHealthCare.com in the first quarter of 2007 and ConsumerSearch, Inc. in the second quarter of 2007 (see Note 3). The Condensed Consolidated Financial Statements include the operating results of these acquisitions subsequent to the date of each acquisition.

The Broadcast Media Group, which was sold on May 7, 2007, is classified as a discontinued operation and is no longer included as a reportable segment (see Note 2).

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NOTE 12.                  CONTINGENT LIABILITIES

New Headquarters Building

The Company recently relocated into its new headquarters building in New York City (the “Building”). In December 2001, a wholly owned subsidiary of the Company (“NYT”) and FC Lion LLC (a partnership between an affiliate of the Forest City Ratner Companies and an affiliate of ING Real Estate) became the sole members of The New York Times Building LLC (the “Building Partnership”), a partnership established for the purpose of constructing the Building.  In August 2006, the Building was converted to a leasehold condominium, and NYT and FC Lion LLC each acquired ownership of its respective leasehold condominium units. Also in August 2006, Forest City Ratner Companies purchased the ownership interest in FC Lion LLC of the ING Real Estate affiliate. In turn, FC Lion LLC assigned its ownership interest in the Building Partnership and the FC Lion LLC condominium units to FC Eighth Ave., LLC.

In connection with the construction of the Building, the Building Partnership obtained a construction loan, secured by the Building. In January 2007, the construction loan was amended to release NYT as a co-borrower and release NYT’s condominium units from the related lien. The Company was also released from its obligation to make an extension loan. The Company no longer includes the construction loan in its financial statements (see Note 4).

The Company’s actual and anticipated capital expenditures in connection with the Building, net of proceeds from the sale of its previous headquarters, including core and shell and interior construction costs, are detailed in the following table.

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(a)       Excludes additional excess site acquisition costs (“ESAC”) that the Company expects to pay in 2008 or subsequently in connection with ongoing condemnation proceedings, the outcomes of which are not currently determinable. The Company will receive credits, totaling the amount of ESAC payments, against future payments to be made in lieu of real estate taxes.

(b)       Represents cash proceeds from the sale of the Company’s previous headquarters in 2006, net of income taxes and transaction costs.

(c)        Includes estimated capitalized interest and salaries of approximately $48 million.

See the Company’s Annual Report on Form 10-K for the year ended December 31, 2006, for additional information regarding the Building. In addition, during the first quarter of 2007, the Company leased five floors in its portion of the Building under a 15-year non-cancelable agreement.

Third-Party Guarantees

The Company has outstanding guarantees on behalf of a third party that provides circulation customer service, telemarketing and home-delivery services for The Times and the Globe (the “circulation servicer”), and on behalf of two third parties that provide printing and distribution services for The Times’s National Edition (the “National Edition printers”). 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 30, 2007 and December 31, 2006.

The Company has guaranteed the payments under the circulation servicer’s credit facility and any miscellaneous costs related to any default thereunder (the “credit facility guarantee”). As of September 30, 2007, the total amount of the credit facility guarantee was approximately $20 million and the amount outstanding under the credit facility was approximately $15 million. On April 23, 2007, the credit facility was extended for another year and the amount available was reduced to $17.5 million. The credit facility guarantee was made by the Company to allow the circulation servicer to obtain more favorable financing terms. The circulation servicer has agreed to reimburse the Company for any amounts the Company pays under the credit facility guarantee and has granted the Company a security interest in all of its assets to secure repayment of any amounts the Company pays under the credit facility guarantee. In addition, the Company has guaranteed the payments of two property leases of the circulation servicer and any miscellaneous costs related to any default thereunder (the “property lease guarantees”). The total amount of the property lease guarantees was approximately $2 million as of September 30, 2007. One property lease expires in June 2008 and the other property lease expires in May 2009. The property lease guarantees were made by the Company to allow the circulation servicer to obtain space to conduct business.

The Company has guaranteed a portion of the payments of an equipment lease of a National Edition printer and any miscellaneous costs related to any default thereunder (the “equipment lease guarantee”). The total amount of the equipment lease guarantee was approximately $2 million as of September 30, 2007. The

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Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations

We are a leading media and news organization serving our audiences through print, online and mobile technology. 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”), NYTimes.com, the International Herald Tribune and WQXR-FM; the New England Media Group, which principally includes The Boston Globe (the “Globe”), Boston.com and the Worcester Telegram & Gazette; and the Regional Media Group, which includes 14 daily newspapers and their related digital operations). The News Media Group generates revenues principally from print, online and radio advertising and through circulation. Other revenues, which make up the remainder of revenues, primarily consist of revenues from wholesale delivery operations, news services/syndication, digital archives, TimesSelect, Baseline StudioSystems, rental income and commercial printing. 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 Calorie-Count.com). The About Group principally generates revenues from display advertising relevant to its adjacent content, cost-per-click advertising (sponsored links for which the About Group is paid when a user clicks on the ad) and e-commerce (including sales lead generation). Almost all of its revenues (95% in the first nine months of 2007) are derived from the sale of advertisements (display and cost-per-click advertising). Cost-per-click advertising accounts for 49% 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, which publishes a free daily newspaper catering to professionals and students 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, and

•                  an approximately 17% interest in New England Sports Ventures, which owns the Boston Red Sox, Fenway Park and adjacent real estate, 80% of the New England Sports Network, a regional cable sports network, and 50% of Roush Fenway Racing, a leading NASCAR team.

RECENT DEVELOPMENTS

Broadcast Media Group Sale

On May 7, 2007, we sold the Broadcast Media Group, consisting of nine network-affiliated television stations, their related Web sites and the digital operating center, for approximately $575 million. This decision was a result of our ongoing analysis of our business portfolio and has allowed us to place an even greater emphasis on developing and integrating our print and growing digital resources. We recognized a pre-tax gain on the sale of

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$189.9 million ($93.7 million after-tax) for the first nine months of 2007, and we used the cash proceeds of the sale to repay our outstanding commercial paper.

Acquisitions

On May 4, 2007, we acquired ConsumerSearch, Inc., a leading online aggregator and publisher of consumer product reviews, for approximately $33 million.

On March 27, 2007, we acquired UCompareHealthCare.com, a site that provides dynamic Web-based interactive tools to consumers to enable them to measure the quality of certain healthcare services, for $2.3 million.

The operating results of these acquisitions are included within the operating results of the About Group from the dates of acquisition. See Note 3 of the Notes to the Condensed Consolidated Financial Statements.

Sale of WQEW-AM

On April 26, 2007, we sold WQEW-AM (“WQEW”) to Radio Disney, LLC (which had been providing substantially all of WQEW programming through a licensing agreement) for $40 million. We recognized a pre-tax gain of $39.6 million ($21.2 million after-tax) in the second quarter of 2007.

Plant Consolidation

We are in the process of consolidating the printing operations of a facility we lease in Edison, N.J., into our newer facility in College Point, N.Y. The plant consolidation is part of our expense reduction initiatives and is expected to be completed in the second quarter of 2008. As part of the consolidation, we originally planned to sublease the Edison facility through 2018, the end of the then-existing lease term. After evaluating the options with respect to the original lease, we decided it was financially prudent to purchase the Edison facility and sell it, with two adjacent properties we already owned, to a third party. The purchase and sale of the Edison facility closed in the second quarter of 2007, relieving us of rental terms that were above market as well as certain restoration obligations under the original lease. As a result of the sale, we recognized a pre-tax loss of $68.2 million ($41.3 million after-tax) in the second quarter of 2007.

In addition to the loss mentioned above, we estimate costs to close the Edison facility as follows:

•                  $66 to $69 million for accelerated depreciation expense, of which approximately $57 million has been recognized through September 30, 2007.  The remainder will be recognized through the end of the first quarter of 2008 ($6 to $7 million in the fourth quarter of 2007; and $3 to $5 million in the first quarter of 2008).  This expense is for the acceleration of depreciation expense for assets that we continue to own at the Edison facility, mainly printing presses.

•                  $16 to $20 million for staff reduction costs, of which approximately $1 million was recorded as of September 30, 2007, with the majority of the remaining amount to be recorded in the fourth quarter of 2007.  As part of the consolidation, we expect a workforce reduction of approximately 300 full-time

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equivalent employees. 

•                  $5 to $6 million in other costs, mainly restoration costs, under the new Edison lease, of which approximately $2 million was recorded as of September 30, 2007. The remainder will be recognized through the end of the second quarter of 2008.

Capital expenditures for the plant consolidation are estimated to be $135 to $147 million, a significant portion of which will be made in 2007. We expect to save $30 million annually due to lower operating costs and have avoided the need for approximately $50 million in capital investment at the Edison facility over the next ten years.

FOURTH QUARTER 2007 EXPECTATIONS

Expectations regarding key financial measures for the fourth quarter of 2007 are discussed in the table below.

(a)       Includes $6 to $7 million of accelerated depreciation expense associated with the plant consolidation project, mainly presses. Depreciation for our new headquarters building in New York City is expected to be approximately $7 to $8 million per quarter.

In addition, we believe that we can achieve a reduction in costs from our year-end 2007 cost base of approximately $230 million in 2008 and 2009, excluding the effects of inflation and certain one-time costs. About $130 million of these savings are expected in 2008.

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