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~~June 27, ~~2020~~2021

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___ to ___

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 10018

(Address and zip code of principal executive offices)

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock

NYT

New York Stock Exchange

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 has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes x No o

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

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by the check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to section 13(a) of the Exchange Act. ☐

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~~July 30, ~~2020~~2021 (exclusive of treasury shares):


Class A Common Stock	~~166,435,299~~167,091,902	shares
Class B Common Stock	781,724	shares

THE NEW YORK TIMES COMPANY

INDEX



PART I	PART I		Financial Information	1	PART I		Financial Information	1
Item	Item	1	Financial Statements	1	Item	1	Financial Statements	1
			Condensed Consolidated Balance Sheets as of September 27, 2020 (unaudited) and December 29, 2019	1			Condensed Consolidated Balance Sheets as of June 27, 2021 (unaudited) and December 27, 2020	1
			Condensed Consolidated Statements of Operations (unaudited) for the quarters and nine months ended September 27, 2020 and September 29, 2019	3			Condensed Consolidated Statements of Operations (unaudited) for the quarters and six months ended June 27, 2021 and June 28, 2020	3
			Condensed Consolidated Statements of Comprehensive Income (unaudited) for the quarters and nine months ended September 27, 2020 and September 29, 2019	4			Condensed Consolidated Statements of Comprehensive Income (unaudited) for the quarters and six months ended June 27, 2021 and June 28, 2020	4
			Condensed Consolidated Statements of Changes In Stockholders’ Equity (unaudited) for the quarters and nine months ended September 27, 2020 and September 29, 2019	5			Condensed Consolidated Statements of Changes In Stockholders’ Equity (unaudited) for the quarters and six months ended June 27, 2021 and June 28, 2020	5
			Condensed Consolidated Statements of Cash Flows (unaudited) for the nine months ended September 27, 2020 and September 29, 2019	7			Condensed Consolidated Statements of Cash Flows (unaudited) for the six months ended June 27, 2021 and June 28, 2020	7
			Notes to the Condensed Consolidated Financial Statements	8			Notes to the Condensed Consolidated Financial Statements	8
Item	Item	2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23	Item	2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item	Item	3	Quantitative and Qualitative Disclosures about Market Risk	36	Item	3	Quantitative and Qualitative Disclosures about Market Risk	37
Item	Item	4	Controls and Procedures	37	Item	4	Controls and Procedures	38

PART II	PART II		Other Information	38	PART II		Other Information	39
Item	Item	1	Legal Proceedings	38	Item	1	Legal Proceedings	39
Item	Item	1A	Risk Factors	38	Item	1A	Risk Factors	39
Item	Item	2	Unregistered Sales of Equity Securities and Use of Proceeds	39	Item	2	Unregistered Sales of Equity Securities and Use of Proceeds	39
Item	Item	6	Exhibits	40	Item	6	Exhibits	40

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

THE NEW YORK TIMES COMPANY

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)


		September 27, 2020		December 29, 2019			June 27, 2021		December 27, 2020
		(Unaudited)					(Unaudited)
Assets	Assets					Assets
Current assets	Current assets					Current assets
Cash and cash equivalents	Cash and cash equivalents	$	215,763	$	230,431	Cash and cash equivalents	$	320,871	$	286,079
Short-term marketable securities	Short-term marketable securities	308,734		201,785		Short-term marketable securities	338,455		309,080
Accounts receivable (net of allowances of $14,153 in 2020 and $14,358 in 2019)		125,337		213,402
Accounts receivable (net of allowances of $12,269 in 2021 and $13,797 in 2020)						Accounts receivable (net of allowances of $12,269 in 2021 and $13,797 in 2020)	153,540		183,692
Prepaid expenses	Prepaid expenses	32,087		29,089		Prepaid expenses	36,262		29,487
Other current assets	Other current assets	39,063		42,124		Other current assets	32,110		27,497
Total current assets	Total current assets	720,984		716,831		Total current assets	881,238		835,835
Other assets	Other assets					Other assets
Long-term marketable securities	Long-term marketable securities	275,649		251,696		Long-term marketable securities	287,265		286,831
Property, plant and equipment (less accumulated depreciation and amortization of $916,109 in 2020 and $950,881 in 2019)		604,283		627,121
Property, plant and equipment (less accumulated depreciation and amortization of $891,635 in 2021 and $886,149 in 2020)						Property, plant and equipment (less accumulated depreciation and amortization of $891,635 in 2021 and $886,149 in 2020)	582,331		594,516
Goodwill	Goodwill	168,700		138,674		Goodwill	170,156		171,657
Deferred income taxes	Deferred income taxes	109,197		115,229		Deferred income taxes	96,869		99,518
Miscellaneous assets	Miscellaneous assets	260,728		239,587		Miscellaneous assets	330,148		319,332
Total assets	Total assets	$	2,139,541	$	2,089,138	Total assets	$	2,348,007	$	2,307,689

See Notes to Condensed Consolidated Financial Statements.

THE NEW YORK TIMES COMPANY

CONDENSED CONSOLIDATED BALANCE SHEETS-(Continued)

(In thousands, except share and per share data)


		September 27, 2020		December 29, 2019			June 27, 2021		December 27, 2020
		(Unaudited)					(Unaudited)
Liabilities and stockholders’ equity	Liabilities and stockholders’ equity					Liabilities and stockholders’ equity
Current liabilities	Current liabilities					Current liabilities
Accounts payable	Accounts payable	$	97,749	$	116,571	Accounts payable	$	94,480	$	123,157
Accrued payroll and other related liabilities	Accrued payroll and other related liabilities	94,101		108,865		Accrued payroll and other related liabilities	101,637		121,159
Unexpired subscriptions revenue	Unexpired subscriptions revenue	100,149		88,419		Unexpired subscriptions revenue	114,740		105,346

Accrued expenses and other	Accrued expenses and other	133,929		123,840		Accrued expenses and other	135,660		137,086
Total current liabilities	Total current liabilities	425,928		437,695		Total current liabilities	446,517		486,748
Other liabilities	Other liabilities					Other liabilities

Pension benefits obligation	Pension benefits obligation	286,355		313,655		Pension benefits obligation	317,543		326,555
Postretirement benefits obligation	Postretirement benefits obligation	34,455		37,688		Postretirement benefits obligation	35,712		38,690
Other	Other	135,549		126,237		Other	129,448		127,585
Total other liabilities	Total other liabilities	456,359		477,580		Total other liabilities	482,703		492,830
Stockholders’ equity	Stockholders’ equity					Stockholders’ equity
Common stock of $.10 par value:	Common stock of $.10 par value:					Common stock of $.10 par value:
Class A – authorized: 300,000,000 shares; issued: 2020 – 175,215,600; 2019 – 174,242,668 (including treasury shares: 2020 – 8,870,801; 2019 – 8,870,801)		17,521		17,424
Class B – convertible – authorized and issued shares: 2020 – 781,724; 2019 – 803,404		78		80
Class A – authorized: 300,000,000 shares; issued: 2021 – 175,962,272; 2020 – 175,308,672 (including treasury shares: 2021 – 8,870,801; 2020 – 8,870,801)						Class A – authorized: 300,000,000 shares; issued: 2021 – 175,962,272; 2020 – 175,308,672 (including treasury shares: 2021 – 8,870,801; 2020 – 8,870,801)	17,596		17,531
Class B – convertible – authorized and issued shares: 2021 – 781,724; 2020 – 781,724						Class B – convertible – authorized and issued shares: 2021 – 781,724; 2020 – 781,724	78		78
Additional paid-in capital	Additional paid-in capital	212,291		208,028		Additional paid-in capital	217,565		216,714
Retained earnings	Retained earnings	1,672,633		1,612,658		Retained earnings	1,756,198		1,672,586
Common stock held in treasury, at cost	Common stock held in treasury, at cost	(171,211)		(171,211)		Common stock held in treasury, at cost	(171,211)		(171,211)
Accumulated other comprehensive loss, net of income taxes:	Accumulated other comprehensive loss, net of income taxes:					Accumulated other comprehensive loss, net of income taxes:
Foreign currency translation adjustments	Foreign currency translation adjustments	5,710		3,438		Foreign currency translation adjustments	7,092		8,386
Funded status of benefit plans	Funded status of benefit plans	(485,087)		(498,986)		Funded status of benefit plans	(412,315)		(421,698)
Net unrealized gain on available-for-sale securities	Net unrealized gain on available-for-sale securities	3,459		572		Net unrealized gain on available-for-sale securities	1,779		3,131
Total accumulated other comprehensive loss, net of income taxes	Total accumulated other comprehensive loss, net of income taxes	(475,918)		(494,976)		Total accumulated other comprehensive loss, net of income taxes	(403,444)		(410,181)
Total New York Times Company stockholders’ equity	Total New York Times Company stockholders’ equity	1,255,394		1,172,003		Total New York Times Company stockholders’ equity	1,416,782		1,325,517
Noncontrolling interest	Noncontrolling interest	1,860		1,860		Noncontrolling interest	2,005		2,594
Total stockholders’ equity	Total stockholders’ equity	1,257,254		1,173,863		Total stockholders’ equity	1,418,787		1,328,111
Total liabilities and stockholders’ equity	Total liabilities and stockholders’ equity	$	2,139,541	$	2,089,138	Total liabilities and stockholders’ equity	$	2,348,007	$	2,307,689

See Notes to Condensed Consolidated 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					For the Quarters Ended				For the Six Months Ended
		September 27, 2020		September 29, 2019		September 27, 2020		September 29, 2019			June 27, 2021		June 28, 2020		June 27, 2021		June 28, 2020
		(13 weeks)				(39 weeks)					(13 weeks)				(26 weeks)
Revenues	Revenues									Revenues
Subscription	Subscription	$	300,950	$	267,302	$	879,573	$	808,568	Subscription	$	339,217	$	293,189	$	668,301	$	578,623
Advertising	Advertising	79,253		113,531		253,150		359,380		Advertising	112,774		67,760		209,890		173,897
Other	Other	46,692		47,668		141,558		135,873		Other	46,506		42,801		93,351		94,866
Total revenues	Total revenues	426,895		428,501		1,274,281		1,303,821		Total revenues	498,497		403,750		971,542		847,386
Operating costs	Operating costs									Operating costs
Cost of revenue (excluding depreciation and amortization)	Cost of revenue (excluding depreciation and amortization)	235,900		245,100		709,719		729,654		Cost of revenue (excluding depreciation and amortization)	251,358		229,913		502,355		473,397
Sales and marketing	Sales and marketing	50,627		64,218		164,040		201,327		Sales and marketing	53,555		39,605		113,708		113,389
Product development	Product development	34,102		26,669		95,641		75,658		Product development	39,699		30,983		78,642		61,985
General and administrative	General and administrative	51,118		50,015		162,791		152,054		General and administrative	62,283		58,812		118,860		111,673
Depreciation and amortization	Depreciation and amortization	15,552		15,450		46,368		45,548		Depreciation and amortization	14,486		15,631		29,203		30,816
Total operating costs	Total operating costs	387,299		401,452		1,178,559		1,204,241		Total operating costs	421,381		374,944		842,768		791,260

Restructuring charge		0		4,008		0		4,008
Gain from pension liability adjustment		0		(2,045)		0		(2,045)

Lease termination charge										Lease termination charge	3,831		0		3,831		0

Operating profit	Operating profit	39,596		25,086		95,722		97,617		Operating profit	73,285		28,806		124,943		56,126
Other components of net periodic benefit costs	Other components of net periodic benefit costs	2,272		1,834		6,735		5,502		Other components of net periodic benefit costs	2,598		2,149		5,197		4,463

Interest income/(expense) and other, net		3,537		(755)		20,177		(3,572)
Interest income and other, net										Interest income and other, net	1,873		2,786		3,384		16,640
Income from continuing operations before income taxes	Income from continuing operations before income taxes	40,861		22,497		109,164		88,543		Income from continuing operations before income taxes	72,560		29,443		123,130		68,303
Income tax expense	Income tax expense	7,283		6,070		19,070		16,789		Income tax expense	18,243		5,781		27,704		11,787

Net income	Net income	33,578		16,427		90,094		71,754		Net income	54,317		23,662		95,426		56,516

Net income attributable to The New York Times Company common stockholders	Net income attributable to The New York Times Company common stockholders	$	33,578	$	16,427	$	90,094	$	71,754	Net income attributable to The New York Times Company common stockholders	$	54,317	$	23,662	$	95,426	$	56,516
Average number of common shares outstanding:	Average number of common shares outstanding:									Average number of common shares outstanding:
Basic	Basic	167,075		166,148		166,842		165,976		Basic	168,012		166,869		167,828		166,725
Diluted	Diluted	168,059		167,555		167,943		167,384		Diluted	168,346		168,083		168,312		167,968
Basic earnings per share attributable to The New York Times Company common stockholders	Basic earnings per share attributable to The New York Times Company common stockholders	$	0.20	$	0.10	$	0.54	$	0.43	Basic earnings per share attributable to The New York Times Company common stockholders	$	0.32	$	0.14	$	0.57	$	0.34
Diluted earnings per share attributable to The New York Times Company common stockholders	Diluted earnings per share attributable to The New York Times Company common stockholders	$	0.20	$	0.10	$	0.54	$	0.43	Diluted earnings per share attributable to The New York Times Company common stockholders	$	0.32	$	0.14	$	0.57	$	0.34
Dividends declared per share	Dividends declared per share	$	0.12	$	0.05	$	0.18	$	0.15	Dividends declared per share	$	0	$	0	$	0.07	$	0.06

See Notes to Condensed Consolidated Financial Statements.

THE NEW YORK TIMES COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(In thousands)


		For the Quarters Ended				For the Nine Months Ended					For the Quarters Ended				For the Six Months Ended
		September 27, 2020		September 29, 2019		September 27, 2020		September 29, 2019			June 27, 2021		June 28, 2020		June 27, 2021		June 28, 2020
		(13 weeks)				(39 weeks)					(13 weeks)				(26 weeks)
Net income	Net income	$	33,578	$	16,427	$	90,094	$	71,754	Net income	$	54,317	$	23,662	$	95,426	$	56,516
Other comprehensive income, before tax:	Other comprehensive income, before tax:									Other comprehensive income, before tax:
Income/(loss) on foreign currency translation adjustments		2,730		(3,159)		3,095		(3,286)
Gain/(loss) on foreign currency translation adjustments										Gain/(loss) on foreign currency translation adjustments	935		619		(1,767)		365
Pension and postretirement benefits obligation	Pension and postretirement benefits obligation	6,354		4,893		18,982		14,685		Pension and postretirement benefits obligation	6,409		6,231		12,815		12,628
Net unrealized (loss)/gain on available-for-sale securities	Net unrealized (loss)/gain on available-for-sale securities	(854)		284		3,936		3,773		Net unrealized (loss)/gain on available-for-sale securities	(779)		4,075		(1,846)		4,790
Other comprehensive income, before tax	Other comprehensive income, before tax	8,230		2,018		26,013		15,172		Other comprehensive income, before tax	6,565		10,925		9,202		17,783
Income tax expense	Income tax expense	2,192		489		6,955		3,903		Income tax expense	1,756		2,848		2,465		4,763
Other comprehensive income, net of tax	Other comprehensive income, net of tax	6,038		1,529		19,058		11,269		Other comprehensive income, net of tax	4,809		8,077		6,737		13,020

Comprehensive income attributable to The New York Times Company common stockholders	Comprehensive income attributable to The New York Times Company common stockholders	$	39,616	$	17,956	$	109,152	$	83,023	Comprehensive income attributable to The New York Times Company common stockholders	$	59,126	$	31,739	$	102,163	$	69,536

See Notes to Condensed Consolidated Financial Statements.

THE NEW YORK TIMES COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

For the Quarters Ended ~~September~~June 27, ~~2020~~2021 and ~~September 29, 2019~~June 28, 2020

(Unaudited)

(In thousands, except share data)

Capital Stock -
Class A
and
Class B Common Additional
Paid-in
Capital Retained
Earnings Common
Stock
Held in
Treasury,
at Cost Accumulated
Other
Comprehensive
Loss, Net of
Income
Taxes Total
New York
Times
Company
Stockholders’
Equity Non-
controlling
Interest Total
Stock-
holders’
Equity
Balance, June 30, 2019 $ 17,488 $ 200,356 $ 1,544,694 $ (171,211) $ (507,984) $ 1,083,343 $ 1,860 $ 1,085,203
Net income — — 16,427 — — 16,427 — 16,427
Dividends — — (8,333) — — (8,333) — (8,333)
Other comprehensive income — — — — 1,529 1,529 — 1,529
Issuance of shares:
Stock options – 3,000 Class A shares — 33 — — — 33 — 33
Restricted stock units vested – 25,512 Class A shares 3 (3) — — — — — —
Stock-based compensation — 2,907 — — — 2,907 — 2,907
Balance, September 29, 2019 $ 17,491 $ 203,293 $ 1,552,788 $ (171,211) $ (506,455) $ 1,095,906 $ 1,860 $ 1,097,766
Balance, June 28, 2020 $ 17,562 $ 205,618 $ 1,659,158 $ (171,211) $ (481,956) $ 1,229,171 $ 1,860 $ 1,231,031
Net income — — 33,578 — — 33,578 — 33,578
Dividends — — (20,103) — — (20,103) — (20,103)
Other comprehensive income — — — — 6,038 6,038 — 6,038
Issuance of shares:
Stock options – 372,508 Class A shares 37 3,397 — — — 3,434 — 3,434
Restricted stock units vested – 635 Class A shares — (16) — — — (16) — (16)
Stock-based compensation — 3,292 — — — 3,292 — 3,292
Balance, September 27, 2020 $ 17,599 $ 212,291 $ 1,672,633 $ (171,211) $ (475,918) $ 1,255,394 $ 1,860 $ 1,257,254


	Capital Stock - Class A and Class B Common		Additional Paid-in Capital		Retained Earnings		Common Stock Held in Treasury, at Cost		Accumulated Other Comprehensive Loss, Net of Income Taxes		Total New York Times Company Stockholders’ Equity		Non- controlling Interest		Total Stock- holders’ Equity

Balance, March 29, 2020	$	17,552	$	199,933	$	1,635,473	$	(171,211)	$	(490,033)	$	1,191,714	$	1,860	$	1,193,574

Net income	—		—		23,662		—		—		23,662		—		23,662
Dividends	—		—		23		—		—		23		—		23
Other comprehensive income	—		—		—		—		8,077		8,077		—		8,077
Issuance of shares:
Stock options – 90,735 Class A shares	9		933		—		—		—		942		—		942
Restricted stock units vested – 6,516 Class A shares	1		(275)		—		—		—		(274)		—		(274)

Stock-based compensation	—		5,027		—		—		—		5,027		—		5,027

Balance, June 28, 2020	$	17,562	$	205,618	$	1,659,158	$	(171,211)	$	(481,956)	$	1,229,171	$	1,860	$	1,231,031

Balance, March 28, 2021	$	17,670	$	212,802	$	1,701,860	$	(171,211)	$	(408,253)	$	1,352,868	$	2,594	$	1,355,462

Net income	—		—		54,317		—		—		54,317		—		54,317
Dividends	—		—		21		—		—		21		—		21
Other comprehensive income	—		—		—		—		4,809		4,809		—		4,809
Issuance of shares:

Restricted stock units vested – 45,280 Class A shares	4		(390)		—		—		—		(386)		—		(386)

Stock-based compensation	—		5,153		—		—		—		5,153		—		5,153
Distributions	—		—		—		—		—		—		(589)		(589)

Balance, June 27, 2021	$	17,674	$	217,565	$	1,756,198	$	(171,211)	$	(403,444)	$	1,416,782	$	2,005	$	1,418,787

THE NEW YORK TIMES COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

For the ~~Nine~~Six Months Ended ~~September~~June 27, ~~2020~~2021 and ~~September 29, 2019~~June 28, 2020

(Unaudited)

(In thousands, except share data)

Capital Stock -
Class A
and
Class B Common Additional
Paid-in
Capital Retained
Earnings Common
Stock
Held in
Treasury,
at Cost Accumulated
Other
Comprehensive
Loss, Net of
Income
Taxes Total
New York
Times
Company
Stockholders’
Equity Non-
controlling
Interest Total
Stock-
holders’
Equity
Balance, December 30, 2018 $ 17,396 $ 206,316 $ 1,506,004 $ (171,211) $ (517,724) $ 1,040,781 $ 1,860 $ 1,042,641
Net income — — 71,754 — — 71,754 — 71,754
Dividends — — (24,970) — — (24,970) — (24,970)
Other comprehensive income — — — — 11,269 11,269 — 11,269
Issuance of shares:
Stock options – 282,510 Class A shares 28 2,970 — — — 2,998 — 2,998
Restricted stock units vested – 246,599 Class A shares 25 (3,750) — — — (3,725) — (3,725)
Performance-based awards – 418,491 Class A shares 42 (11,966) — — — (11,924) — (11,924)
Stock-based compensation — 9,723 — — — 9,723 — 9,723
Balance, September 29, 2019 $ 17,491 $ 203,293 $ 1,552,788 $ (171,211) $ (506,455) $ 1,095,906 $ 1,860 $ 1,097,766
Balance, December 29, 2019 $ 17,504 $ 208,028 $ 1,612,658 $ (171,211) $ (494,976) $ 1,172,003 $ 1,860 $ 1,173,863
Net income — — 90,094 — — 90,094 — 90,094
Dividends — — (30,119) — — (30,119) — (30,119)
Other comprehensive income — — — — 19,058 19,058 — 19,058
Issuance of shares:
Stock options – 552,018 Class A shares 55 5,252 — — — 5,307 — 5,307
Restricted stock units vested – 142,136 Class A shares 14 (3,913) — — — (3,899) — (3,899)
Performance-based awards – 257,098 Class A shares 26 (7,850) — — — (7,824) — (7,824)
Stock-based compensation — 10,774 — — — 10,774 — 10,774
Balance, September 27, 2020 $ 17,599 $ 212,291 $ 1,672,633 $ (171,211) $ (475,918) $ 1,255,394 $ 1,860 $ 1,257,254


	Capital Stock - Class A and Class B Common		Additional Paid-in Capital		Retained Earnings		Common Stock Held in Treasury, at Cost		Accumulated Other Comprehensive Loss, Net of Income Taxes		Total New York Times Company Stockholders’ Equity		Non- controlling Interest		Total Stock- holders’ Equity

Balance, December 29, 2019	$	17,504	$	208,028	$	1,612,658	$	(171,211)	$	(494,976)	$	1,172,003	$	1,860	$	1,173,863

Net income	—		—		56,516		—		—		56,516		—		56,516
Dividends	—		—		(10,016)		—		—		(10,016)		—		(10,016)
Other comprehensive income	—		—		—		—		13,020		13,020		—		13,020
Issuance of shares:											—				—
Stock options – 179,510 Class A shares	18		1,855		—		—		—		1,873		—		1,873
Restricted stock units vested – 141,501 Class A shares	14		(3,897)		—		—		—		(3,883)		—		(3,883)
Performance-based awards – 257,098 Class A shares	26		(7,850)		—		—		—		(7,824)		—		(7,824)
Stock-based compensation	—		7,482		—		—		—		7,482		—		7,482

Balance, June 28, 2020	$	17,562	$	205,618	$	1,659,158	$	(171,211)	$	(481,956)	$	1,229,171	$	1,860	$	1,231,031

Balance, December 27, 2020	$	17,609	$	216,714	$	1,672,586	$	(171,211)	$	(410,181)	$	1,325,517	$	2,594	$	1,328,111

Net income	—		—		95,426		—		—		95,426		—		95,426
Dividends	—		—		(11,814)		—		—		(11,814)		—		(11,814)
Other comprehensive income	—		—		—		—		6,737		6,737		—		6,737
Issuance of shares:
Stock options – 323,360 Class A shares	33		2,414		—		—		—		2,447		—		2,447
Restricted stock units vested – 187,987 Class A shares	18		(4,954)		—		—		—		(4,936)		—		(4,936)
Performance-based awards – 142,253 Class A shares	14		(5,947)		—		—		—		(5,933)		—		(5,933)
Stock-based compensation	—		9,338		—		—		—		9,338		—		9,338
Distributions	—		—		—		—		—		—		(589)		(589)

Balance, June 27, 2021	$	17,674	$	217,565	$	1,756,198	$	(171,211)	$	(403,444)	$	1,416,782	$	2,005	$	1,418,787

THE NEW YORK TIMES COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)


		For the Nine Months Ended					For the Six Months Ended
		September 27, 2020		September 29, 2019			June 27, 2021		June 28, 2020
		(39 weeks)					(26 weeks)
Cash flows from operating activities	Cash flows from operating activities					Cash flows from operating activities
Net income	Net income	$	90,094	$	71,754	Net income	$	95,426	$	56,516
Adjustments to reconcile net income to net cash provided by operating activities:	Adjustments to reconcile net income to net cash provided by operating activities:					Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization	Depreciation and amortization	46,368		45,548		Depreciation and amortization	29,203		30,816
Lease termination charge						Lease termination charge	3,831		0
Amortization of right of use asset	Amortization of right of use asset	6,446		5,462		Amortization of right of use asset	4,442		4,645
Stock-based compensation expense	Stock-based compensation expense	10,744		9,723		Stock-based compensation expense	9,338		7,482
Deferred income taxes		(1,209)		0

Gain on non-marketable equity investment	Gain on non-marketable equity investment	(10,074)		(1,886)		Gain on non-marketable equity investment	0		(10,074)

Long-term retirement benefit obligations	Long-term retirement benefit obligations	(11,635)		(17,648)		Long-term retirement benefit obligations	(8,866)		(8,524)

Fair market value adjustment on life insurance products		(638)		(2,215)
Other-net		(3,658)		(6,926)

Other – net						Other – net	(289)		475
Changes in operating assets and liabilities:	Changes in operating assets and liabilities:					Changes in operating assets and liabilities:
Accounts receivable-net		88,065		55,383
Accounts receivable – net						Accounts receivable – net	30,152		91,310
Other assets	Other assets	3,816		(17,401)		Other assets	(8,027)		(1,292)
Accounts payable, accrued payroll and other liabilities	Accounts payable, accrued payroll and other liabilities	(23,366)		(22,898)		Accounts payable, accrued payroll and other liabilities	(54,170)		(64,019)
Unexpired subscriptions	Unexpired subscriptions	11,730		2,704		Unexpired subscriptions	9,394		11,255
Net cash provided by operating activities	Net cash provided by operating activities	206,683		121,600		Net cash provided by operating activities	110,434		118,590
Cash flows from investing activities	Cash flows from investing activities					Cash flows from investing activities
Purchases of marketable securities	Purchases of marketable securities	(460,117)		(466,108)		Purchases of marketable securities	(326,996)		(278,773)
Maturities of marketable securities	Maturities of marketable securities	331,786		458,810		Maturities of marketable securities	293,053		228,938

Business acquisitions	Business acquisitions	(33,085)		0		Business acquisitions	0		(8,055)
Proceeds from sale of investments – net		1,000		103
Sales of investments – net						Sales of investments – net	271		4,074
Capital expenditures	Capital expenditures	(29,236)		(33,101)		Capital expenditures	(14,677)		(21,510)
Other-net	Other-net	2,388		3,038		Other-net	2,017		2,388
Net cash used in investing activities	Net cash used in investing activities	(187,264)		(37,258)		Net cash used in investing activities	(46,332)		(72,938)
Cash flows from financing activities	Cash flows from financing activities					Cash flows from financing activities
Long-term obligations:	Long-term obligations:					Long-term obligations:
Repayment of debt and finance lease obligations		0		(7,220)

Dividends paid	Dividends paid	(28,393)		(23,269)		Dividends paid	(21,825)		(18,359)
Payment of contingent consideration		(862)		0

Capital shares:	Capital shares:					Capital shares:
Proceeds from stock option exercises	Proceeds from stock option exercises	5,307		2,998		Proceeds from stock option exercises	2,441		1,873

Share-based compensation tax withholding	Share-based compensation tax withholding	(11,723)		(15,648)		Share-based compensation tax withholding	(10,901)		(11,706)
Net cash used in financing activities	Net cash used in financing activities	(35,671)		(43,139)		Net cash used in financing activities	(30,285)		(28,192)
Net (decrease)/increase in cash, cash equivalents and restricted cash		(16,252)		41,203
Net increase in cash, cash equivalents and restricted cash						Net increase in cash, cash equivalents and restricted cash	33,817		17,460
Effect of exchange rate changes on cash	Effect of exchange rate changes on cash	349		(202)		Effect of exchange rate changes on cash	(280)		162
Cash, cash equivalents and restricted cash at the beginning of the period	Cash, cash equivalents and restricted cash at the beginning of the period	247,518		259,799		Cash, cash equivalents and restricted cash at the beginning of the period	301,964		247,518
Cash, cash equivalents and restricted cash at the end of the period	Cash, cash equivalents and restricted cash at the end of the period	$	231,615	$	300,800	Cash, cash equivalents and restricted cash at the end of the period	$	335,501	$	265,140

See Notes to Condensed Consolidated Financial Statements.

THE NEW YORK TIMES COMPANY

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1. BASIS OF PRESENTATION

In the opinion of management of The New York Times Company (the “Company”), the Condensed Consolidated Financial Statements present fairly the financial position of the Company as of ~~September~~June 27, ~~2020~~2021, and December ~~29, 2019,~~27, 2020, and the results of operations, changes in stockholders’ equity and cash flows of the Company for the periods ended ~~September~~June 27, ~~2020,~~2021, and ~~September 29, 2019.~~June 28, 2020. The Company and its consolidated subsidiaries are referred to collectively as “we,” “us” or “our.” 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 financial statements were prepared in accordance with the requirements of the Securities and Exchange Commission (“SEC”) 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 financial statements, therefore, should be read in conjunction with the Consolidated Financial Statements and related Notes included in our Annual Report on Form 10-K for the year ended December ~~29, 2019.~~27, 2020. Due to the seasonal nature of our 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~~ and 3926 weeks for the ~~third~~second quarter and ~~nine~~six months, respectively.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in our Condensed Consolidated Financial Statements. Actual results could differ from these estimates.

~~Reclassification~~

~~The Company changed the expense captions on its Condensed Consolidated Statement of Operations effective for the quarter ended March 29, 2020. These changes were made in order~~Certain prior period amounts have been reclassified to ~~reflect how the Company manages its business and to communicate where the Company is investing resources and how this aligns~~conform with the ~~Company’s strategy. The Company reclassified expenses for the prior~~current period in order to present comparable financial results. There was no change to consolidated operating income, operating expense, net income or cash flows as a result of this change in classification. See Note 15 for more detail.presentation.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Except as described herein, as of ~~September~~June 27, ~~2020,~~2021, our significant accounting policies, which are detailed in our Annual Report on Form 10-K for the year ended December ~~29, 2019,~~27, 2020, have not changed materially.

~~THE NEW YORK TIMES COMPANY~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

Recently Adopted Accounting Pronouncements


~~Accounting Standard Update(s)~~	~~Topic~~	~~Effective Period~~	~~Summary~~
~~2018-15~~	~~Intangibles—Goodwill and Other—Internal-Use Software~~	~~Fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted.~~	Clarifies the accounting for implementation costs in cloud computing arrangements. The standard provides that implementation costs be evaluated for capitalization using the same criteria as that used for internal-use software development costs, with amortization expense being recorded in the same income statement expense line as the hosted service costs and over the expected term of the hosting arrangement. The Company adopted this ASU prospectively on December 30, 2019 and will include capitalized implementation costs in ~~Miscellaneous assets~~ ~~in the Company’s Condensed Consolidated Balance Sheet and within~~ ~~Total operating costs~~ ~~in the Condensed Consolidated Statement of Operations. The adoption did not have a material impact on the Company’s consolidated financial statements.~~
~~2018-13~~	~~Fair Value Measurement (Topic 820) Disclosure Framework~~	~~Fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted.~~	Modifies the disclosure requirements on fair value measurements. The amendments of disclosures related to changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. The Company adopted this ASU on December 30, 2019. The adoption did not have a material impact on the Company’s disclosures.
2016-13 2018-19 2019-04	~~Financial Instruments—Credit Losses~~	Fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years.	Amends guidance on reporting credit losses for assets, including trade receivables, available-for-sale marketable securities and any other financial assets not excluded from the scope that have the contractual right to receive cash. For trade receivables, ASU 2016-13 eliminates the probable initial recognition threshold in current generally accepted accounting standards, and, instead, requires an entity to reflect its current estimate of all expected credit losses. For available-for-sale marketable securities, credit losses should be measured in a manner similar to current generally accepted accounting standards; however, ASU 2016-13 will require that credit losses be presented as an allowance rather than as a write-down. The Company adopted this ASU on December 30, 2019 using a modified retrospective approach. The adoption did not have a material impact on the Company’s consolidated financial statements.

~~Recently Issued Accounting Pronouncements~~

~~The Financial Accounting Standards Board (the “FASB”) issued authoritative guidance on the following topics:~~


Accounting Standard Update(s)	Topic	Effective Period	Summary
2019-12	Simplifying the Accounting for Income Taxes (Topic 740)	Fiscal years, and interim periods within those fiscal years, beginning after December 15, ~~2021.~~2020. Early adoption is permitted.	Simplifies the accounting for income taxes by eliminating certain exceptions to the guidance in Accounting Standards Codification ~~(“ASC”)~~ 740 related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The standard also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. ~~We do not expect~~The Company adopted this guidance toon December 28, 2020. The adoption did not have a material impact on ~~our consolidated financial statements.~~
~~2018-14~~	~~Compensation—Retirement Benefits—Defined Benefit Plans—General~~	~~Fiscal years ending after December 15, 2020. Early adoption is permitted.~~	~~Modifies~~ the disclosure requirements for employers that sponsor defined benefit pension or other postretirement benefit plans. The guidance removes disclosures, clarifies the specific requirements of disclosures and adds disclosure requirements identified as relevant. We do not expect this guidance to have a material impact on ourCompany’s consolidated financial statements.

~~THE NEW YORK TIMES COMPANY~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

Recently Issued Accounting Pronouncements

The Company considers the applicability and impact of all recently issued accounting pronouncements. Recent accounting pronouncements not specifically identified in our disclosures are either not applicable to the Company or are not expected to have a material effect on our financial condition or results of operations.

NOTE 3. REVENUE

We generate revenues principally from subscriptions and advertising. Subscription revenues consist of revenues from subscriptions to our digital and print products (which include our news product, as well as our Games, ~~(previously Crossword),~~ Cooking and ~~audio~~Audm products) and single-copy and bulk sales of our print products. Subscription revenues are based on both the number of copies of the printed newspaper sold and digital-only subscriptions, and the rates charged to the respective customers.

Advertising revenue is principally from advertisers (such as technology, financial and luxury goods companies) promoting products, services or brands on digital platforms in the form of ~~banners~~display ads, audio and video, and in print, in the form of column-inch ads. Advertising revenue is primarily derived from offerings sold directly to marketers by our advertising sales teams. A smaller proportion of our total advertising revenues is generated through programmatic auctions run by third-party ad ~~exchanges~~exchanges. Advertising revenue is primarily determined by the volume (e.g., impressions), rate and ~~from~~mix of advertisements. Digital advertising includes our core digital advertising business and other digital advertising. Our core digital advertising business includes direct-sold website, mobile application, podcast, email and video advertisements. Direct-sold display

THE NEW YORK TIMES COMPANY

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

advertising, a component of core digital advertising, includes offerings on websites and mobile applications sold directly to marketers by our advertising sales teams. Other digital advertising includes open-market programmatic advertising and creative services fees, including those associated with our branded content studio. Digital advertising revenues also include creative services fees and advertising revenue generated by Wirecutter, our product review and recommendation website.fees. Print advertising includes revenue from column-inch ads and classified advertising, including line-ads as well as preprinted advertising, also known as freestanding inserts.

Other revenues primarily consist of revenues from licensing, Wirecutter affiliate referrals, ~~from Wirecutter,~~ the leasing of floors in the New York headquarters building located at 620 Eighth Avenue, New York, New York (the “Company Headquarters”), commercial printing, retail commerce, television and film, ~~retail commerce~~our student subscription sponsorship program and ~~NYT Live (our~~our live events ~~business).~~business.

Subscription, advertising and other revenues were as follows:


		For the Quarters Ended								For the Nine Months Ended									For the Quarters Ended								For the Six Months Ended
(In thousands)	(In thousands)	September 27, 2020		As % of total		September 29, 2019		As % of total		September 27, 2020		As % of total		September 29, 2019		As % of total		(In thousands)	June 27, 2021		As % of total		June 28, 2020		As % of total		June 27, 2021		As % of total		June 28, 2020		As % of total
Subscription	Subscription	$	300,950	70.5	%	$	267,302	62.4	%	$	879,573	69.0	%	$	808,568	62.0	%	Subscription	$	339,217	68.1	%	$	293,189	72.6	%	$	668,301	68.8	%	$	578,623	68.3	%
Advertising	Advertising	79,253		18.6	%	113,531		26.5	%	253,150		19.9	%	359,380		27.6	%	Advertising	112,774		22.6	%	67,760		16.8	%	209,890		21.6	%	173,897		20.5	%
Other (1)	Other (1)	46,692		10.9	%	47,668		11.1	%	141,558		11.1	%	135,873		10.4	%	Other (1)	46,506		9.3	%	42,801		10.6	%	93,351		9.6	%	94,866		11.2	%
Total	Total	$	426,895	100.0	%	$	428,501	100.0	%	$	1,274,281	100.0	%	$	1,303,821	100.0	%	Total	$	498,497	100.0	%	$	403,750	100.0	%	$	971,542	100.0	%	$	847,386	100.0	%

(1) Other ~~revenue includes~~revenues include building rental revenue, which is not under the scope of Revenue from Contracts with Customers (Topic 606). Building rental revenue was approximately $7 million ~~and $8 million~~ for the ~~third~~second quarters of ~~2020~~2021 and ~~2019,~~2020, respectively, and approximately ~~$22~~$13 million and ~~$23~~$15 million for the first ~~nine~~six months of 2021 and 2020, ~~and 2019,~~ respectively.

~~THE NEW YORK TIMES COMPANY~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

The following table summarizes digital and print subscription revenues, which are components of subscription revenues above, for the ~~third~~second quarters and first ~~nine~~six months ended ~~September~~June 27, ~~2020,~~2021, and ~~September 29, 2019:~~June 28, 2020:


		For the Quarters Ended				For the Nine Months Ended					For the Quarters Ended				For the Six Months Ended
(In thousands)	(In thousands)	September 27, 2020		September 29, 2019		September 27, 2020		September 29, 2019		(In thousands)	June 27, 2021		June 28, 2020		June 27, 2021		June 28, 2020
Digital-only subscription revenues:	Digital-only subscription revenues:									Digital-only subscription revenues:
News product subscription revenues(1)	News product subscription revenues(1)	$	140,740	$	107,009	$	392,620	$	313,785	News product subscription revenues(1)	$	170,893	$	132,922	$	332,181	$	251,880
Other product subscription revenues(2)	Other product subscription revenues(2)	14,546		8,855		38,660		24,573		Other product subscription revenues(2)	19,252		13,062		37,564		24,114
Subtotal digital-only subscriptions	Subtotal digital-only subscriptions	155,286		115,864		431,280		338,358		Subtotal digital-only subscriptions	190,145		145,984		369,745		275,994
Print subscription revenues:	Print subscription revenues:									Print subscription revenues:
Domestic home delivery subscription revenues(3)	Domestic home delivery subscription revenues(3)	129,912		126,769		396,620		395,011		Domestic home delivery subscription revenues(3)	134,755		132,971		269,150		266,708
Single-copy, NYT International and other subscription revenues(4)	Single-copy, NYT International and other subscription revenues(4)	15,752		24,669		51,673		75,199		Single-copy, NYT International and other subscription revenues(4)	14,317		14,234		29,406		35,921
Subtotal print subscription revenues	Subtotal print subscription revenues	145,664		151,438		448,293		470,210		Subtotal print subscription revenues	149,072		147,205		298,556		302,629
Total subscription revenues	Total subscription revenues	$	300,950	$	267,302	$	879,573	$	808,568	Total subscription revenues	$	339,217	$	293,189	$	668,301	$	578,623
(1) Includes revenues from subscriptions to the Company’s news product. News product subscription packages that include access to the Company’s Games and Cooking products are also included in this category.	(1) Includes revenues from subscriptions to the Company’s news product. News product subscription packages that include access to the Company’s Games and Cooking products are also included in this category.									(1) Includes revenues from subscriptions to the Company’s news product. News product subscription packages that include access to the Company’s Games and Cooking products are also included in this category.
(2) Includes revenues from standalone subscriptions to the Company’s Games, Cooking and audio products.
(3) Includes free access to some or all of the Company’s digital products.
(2) Includes revenues from standalone subscriptions to the Company’s Games, Cooking and Audm products.										(2) Includes revenues from standalone subscriptions to the Company’s Games, Cooking and Audm products.
(3) Includes free access to some of the Company’s digital products.										(3) Includes free access to some of the Company’s digital products.
(4) NYT International is the international edition of our print newspaper.	(4) NYT International is the international edition of our print newspaper.									(4) NYT International is the international edition of our print newspaper.

The following table summarizes digital and print advertising revenues for the ~~third~~second quarters and first ~~nine~~six months ~~of 2020~~ended June 27, 2021, and ~~2019:~~June 28, 2020:


		For the Quarters Ended				For the Nine Months Ended					For the Quarters Ended				For the Six Months Ended
(In thousands)	(In thousands)	September 27, 2020		September 29, 2019		September 27, 2020		September 29, 2019		(In thousands)	June 27, 2021		June 28, 2020		June 27, 2021		June 28, 2020
Advertising revenues:	Advertising revenues:									Advertising revenues:
Digital	Digital	$	47,763	$	54,653	$	138,452	$	168,222	Digital	$	70,995	$	39,531	$	130,491	$	90,689
Print	Print	31,490		58,878		114,698		191,158		Print	41,779		28,229		79,399		83,208
Total advertising	Total advertising	$	79,253	$	113,531	$	253,150	$	359,380	Total advertising	$	112,774	$	67,760	$	209,890	$	173,897

THE NEW YORK TIMES COMPANY

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Performance Obligations

We have remaining performance obligations related to digital archive and other licensing and certain advertising contracts. As of ~~September~~June 27, ~~2020,~~2021, the aggregate amount of the transaction price allocated to the remaining performance obligations for contracts with a duration greater than one year was approximately ~~$153~~$104 million. The Company will recognize this revenue as performance obligations are satisfied. We expect that approximately ~~$16~~$24 million, ~~$60~~$36 million and ~~$77~~$44 million will be recognized in the remainder of ~~2020,~~ 2021, 2022 and thereafter, respectively.

Contract Assets

As of ~~September~~June 27, ~~2020,~~2021, and December ~~29, 2019,~~27, 2020, the Company had ~~$2.2~~$1.9 million and ~~$3.4~~$1.8 million, respectively, in contract assets recorded in the Condensed Consolidated Balance Sheets related to digital archiving licensing revenue. The contract asset is reclassified to Accounts receivable when the customer is invoiced based on the contractual billing schedule. ~~The decrease in the contract assets balance of $1.2 million for the nine months ended September 27, 2020, is due to consideration that was reclassified to~~ ~~Accounts receivable~~ ~~when invoiced based on the contractual billing schedules for the period ended September 27, 2020.~~

NOTE 4. MARKETABLE SECURITIES

The Company accounts for its marketable securities as available for sale (“AFS”). The Company recorded ~~$4.7~~$2.4 million and ~~$0.8~~$4.3 million of net unrealized gains in Accumulated other comprehensive income (“AOCI”) as of ~~September~~June 27, ~~2020,~~2021, and December ~~29, 2019,~~27, 2020, respectively.

1110

THE NEW YORK TIMES COMPANY

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following tables present the amortized cost, gross unrealized gains and losses, and fair market value of our AFS ~~debt~~ securities as of ~~September~~June 27, ~~2020,~~2021, and December ~~29, 2019:~~27, 2020:


		September 27, 2020									June 27, 2021
(In thousands)	(In thousands)	Amortized Cost		Gross unrealized gains		Gross unrealized losses		Fair Value		(In thousands)	Amortized Cost		Gross unrealized gains		Gross unrealized losses		Fair Value

Short-term AFS securities	Short-term AFS securities									Short-term AFS securities
Corporate debt securities	Corporate debt securities	$	119,042	$	561	$	(17)	$	119,586	Corporate debt securities	$	110,415	$	496	$	(12)	$	110,899
Certificates of deposit										Certificates of deposit	105,954		0		0		105,954
U.S. Treasury securities	U.S. Treasury securities	97,712		94		(4)		97,802		U.S. Treasury securities	74,984		547		(3)		75,528
U.S. governmental agency securities	U.S. governmental agency securities	47,759		68		(4)		47,823		U.S. governmental agency securities	26,137		16		0		26,153
Commercial paper	Commercial paper	43,523		0		0		43,523		Commercial paper	19,921		0		0		19,921

Total short-term AFS securities	Total short-term AFS securities	$	308,036	$	723	$	(25)	$	308,734	Total short-term AFS securities	$	337,411	$	1,059	$	(15)	$	338,455
Long-term AFS securities	Long-term AFS securities									Long-term AFS securities
Corporate debt securities	Corporate debt securities	$	118,690	$	1,713	$	(22)	$	120,381	Corporate debt securities	$	161,767	$	725	$	(123)	$	162,369
U.S. Treasury securities	U.S. Treasury securities	88,059		2,343		0		90,402		U.S. Treasury securities	60,377		861		(15)		61,223
U.S. governmental agency securities	U.S. governmental agency securities	64,881		89		(104)		64,866		U.S. governmental agency securities	51,591		6		(67)		51,530
Municipal securities										Municipal securities	12,142		7		(6)		12,143
Total long-term AFS securities	Total long-term AFS securities	$	271,630	$	4,145	$	(126)	$	275,649	Total long-term AFS securities	$	285,877	$	1,599	$	(211)	$	287,265


		December 29, 2019									December 27, 2020
(In thousands)	(In thousands)	Amortized Cost		Gross unrealized gains		Gross unrealized losses		Fair Value		(In thousands)	Amortized Cost		Gross unrealized gains		Gross unrealized losses		Fair Value

Short-term AFS securities	Short-term AFS securities									Short-term AFS securities
Corporate debt securities	Corporate debt securities	$	98,864	$	271	$	(9)	$	99,126	Corporate debt securities	$	129,805	$	504	$	(8)	$	130,301
Certificates of deposit										Certificates of deposit	36,525		0		0		36,525
U.S. Treasury securities	U.S. Treasury securities	43,098		8		(11)		43,095		U.S. Treasury securities	79,467		39		(3)		79,503
U.S. governmental agency securities	U.S. governmental agency securities	37,471		35		(4)		37,502		U.S. governmental agency securities	25,113		61		(3)		25,171
Commercial paper	Commercial paper	12,561		0		0		12,561		Commercial paper	37,580		0		0		37,580

Certificates of deposit		9,501		0		0		9,501
Total short-term AFS securities	Total short-term AFS securities	$	201,495	$	314	$	(24)	$	201,785	Total short-term AFS securities	$	308,490	$	604	$	(14)	$	309,080
Long-term AFS securities	Long-term AFS securities									Long-term AFS securities
Corporate debt securities	Corporate debt securities	$	103,149	$	617	$	(29)	$	103,737	Corporate debt securities	$	134,296	$	1,643	$	(5)	$	135,934
U.S. Treasury securities	U.S. Treasury securities	101,457		84		(103)		101,438		U.S. Treasury securities	95,511		2,054		0		97,565
U.S. governmental agency securities	U.S. governmental agency securities	46,600		5		(84)		46,521		U.S. governmental agency securities	48,342		19		(13)		48,348
Municipal securities										Municipal securities	4,994		0		(10)		4,984
Total long-term AFS securities	Total long-term AFS securities	$	251,206	$	706	$	(216)	$	251,696	Total long-term AFS securities	$	283,143	$	3,716	$	(28)	$	286,831

1211

THE NEW YORK TIMES COMPANY

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following tables represent the AFS securities as of ~~September~~June 27, ~~2020,~~2021, and December ~~29, 2019,~~27, 2020, that were in an unrealized loss position for which an allowance for credit losses has not been recorded, aggregated by investment category and the length of time that individual securities have been in a continuous unrealized loss position:


		September 27, 2020													June 27, 2021
		Less than 12 Months				12 Months or Greater				Total					Less than 12 Months				12 Months or Greater				Total
(In thousands)	(In thousands)	Fair Value		Gross unrealized losses		Fair Value		Gross unrealized losses		Fair Value		Gross unrealized losses		(In thousands)	Fair Value		Gross unrealized losses		Fair Value		Gross unrealized losses		Fair Value		Gross unrealized losses

Short-term AFS securities	Short-term AFS securities													Short-term AFS securities
Corporate debt securities	Corporate debt securities	$	22,174	$	(17)	$	0	$	0	$	22,174	$	(17)	Corporate debt securities	$	28,033	$	(12)	$	0	$	0	$	28,033	$	(12)
U.S. Treasury securities	U.S. Treasury securities	43,982		(4)		0		0		43,982		(4)		U.S. Treasury securities	22,670		(3)		0		0		22,670		(3)

U.S. governmental agency securities		4,999		(2)		8,748		(2)		13,747		(4)

Total short-term AFS securities	Total short-term AFS securities	$	71,155	$	(23)	$	8,748	$	(2)	$	79,903	$	(25)	Total short-term AFS securities	$	50,703	$	(15)	$	0	$	0	$	50,703	$	(15)
Long-term AFS securities	Long-term AFS securities													Long-term AFS securities
Corporate debt securities	Corporate debt securities	$	10,466	$	(22)	$	0	$	0	$	10,466	$	(22)	Corporate debt securities	$	50,552	$	(123)	$	0	$	0	$	50,552	$	(123)

U.S. Treasury securities														U.S. Treasury securities	11,212		(15)		0		0		11,212		(15)
U.S. governmental agency securities	U.S. governmental agency securities	22,146		(104)		0		0		22,146		(104)		U.S. governmental agency securities	42,428		(67)		0		0		42,428		(67)
Municipal securities														Municipal securities	5,141		(6)		0		0		5,141		(6)
Total long-term AFS securities	Total long-term AFS securities	$	32,612	$	(126)	$	0	$	0	$	32,612	$	(126)	Total long-term AFS securities	$	109,333	$	(211)	$	0	$	0	$	109,333	$	(211)


		December 29, 2019													December 27, 2020
		Less than 12 Months				12 Months or Greater				Total					Less than 12 Months				12 Months or Greater				Total
(In thousands)	(In thousands)	Fair Value		Gross unrealized losses		Fair Value		Gross unrealized losses		Fair Value		Gross unrealized losses		(In thousands)	Fair Value		Gross unrealized losses		Fair Value		Gross unrealized losses		Fair Value		Gross unrealized losses

Short-term AFS securities	Short-term AFS securities													Short-term AFS securities
Corporate debt securities	Corporate debt securities	$	20,975	$	(6)	$	8,251	$	(3)	$	29,226	$	(9)	Corporate debt securities	$	33,735	$	(8)	$	0	$	0	$	33,735	$	(8)
U.S. Treasury securities	U.S. Treasury securities	13,296		(3)		11,147		(8)		24,443		(11)		U.S. Treasury securities	20,133		(3)		0		0		20,133		(3)
U.S. governmental agency securities	U.S. governmental agency securities	0		0		15,000		(4)		15,000		(4)		U.S. governmental agency securities	4,999		(2)		8,749		(1)		13,748		(3)

Total short-term AFS securities	Total short-term AFS securities	$	34,271	$	(9)	$	34,398	$	(15)	$	68,669	$	(24)	Total short-term AFS securities	$	58,867	$	(13)	$	8,749	$	(1)	$	67,616	$	(14)
Long-term AFS securities	Long-term AFS securities													Long-term AFS securities
Corporate debt securities	Corporate debt securities	$	35,891	$	(25)	$	4,502	$	(4)	$	40,393	$	(29)	Corporate debt securities	$	6,717	$	(5)	$	0	$	0	$	6,717	$	(5)
U.S. Treasury securities		60,935		(103)		0		0		60,935		(103)

U.S. governmental agency securities	U.S. governmental agency securities	34,167		(84)		0		0		34,167		(84)		U.S. governmental agency securities	26,236		(13)		0		0		26,236		(13)
Municipal securities														Municipal securities	4,984		(10)		0		0		4,984		(10)
Total long-term AFS securities	Total long-term AFS securities	$	130,993	$	(212)	$	4,502	$	(4)	$	135,495	$	(216)	Total long-term AFS securities	$	37,937	$	(28)	$	0	$	0	$	37,937	$	(28)

We assess AFS securities on a quarterly basis or more often if a potential loss-triggering event occurs. For AFS securities in an unrealized loss position, we first assess whether we intend to sell, or if it is more likely than not that we will be required to sell the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value through income. For AFS securities that do not meet the aforementioned criteria, we evaluate whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, we consider the extent to which fair value is less than amortized cost, creditworthiness of the security, and adverse conditions specifically related to the security. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security is compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses

~~THE NEW YORK TIMES COMPANY~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

is recorded, limited by the amount that the fair value is less than the amortized cost basis. Any impairment that has not been recorded through an allowance for credit losses is recognized in other comprehensive income.

As of ~~September~~June 27, 2021, and December 27, 2020, we did not intend to sell and it was not likely that we would be required to sell these investments before recovery of their amortized cost basis, which may be at maturity. AsUnrealized losses related to these investments are primarily due to interest rate fluctuations as opposed to changes in credit quality. Therefore, as of ~~September~~June 27, 2021, and December 27, 2020, we have recognized 0 losses or allowance for credit losses related to AFS securities.

As of ~~September~~June 27, 2021, and December 27, 2020, our short-term and long-term marketable securities had remaining maturities of less than 1one month to 12 months and 13 months to 36 months, respectively. See Note 8 for more information regarding the fair value of our marketable securities.

THE NEW YORK TIMES COMPANY

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 5. GOODWILL AND INTANGIBLES

During the first quarter of 2020, the Company acquired Listen In Audio, Inc., a company that transforms journalism articles into audio that is made available in a subscription-based product named “Audm,” in an all-cash transaction. We paid $8.6 million (comprised of $8.0 million cash payment and $0.6 million note receivable previously issued by the Company, which was canceled at the close of the transaction) and entered into agreements that will likely require retention payments over the three years following the acquisition. The Company allocated the purchase price for this acquisition based on the valuation of assets acquired and liabilities assumed, resulting in allocations primarily to goodwill of $5.8 million and intangibles of $2.7 million in the second quarter of 2020. The carrying amount of the intangible asset related to this acquisition has been included in ~~Miscellaneous assets~~ ~~in our Condensed Consolidated Balance Sheets. The estimated useful life for this asset is 8 years and it is amortized on a straight-line basis.~~

During the third quarter of 2020, the Company acquired substantially all the assets and certain liabilities of Serial Productions, LLC (“Serial”). The purchase price includes approximately $25.0 million in cash that was paid at closing on July 29, 2020, and $9.3 million of contingent consideration. The contingent consideration is related to contingent payments based on the achievement of certain operational targets, as defined in the acquisition agreement, over the five years following the acquisition. The Company estimated the fair value of the contingent consideration liability using a probability-weighted discounted cash flow model. The fair value is based on significant unobservable inputs and therefore represents a Level 3 measurement as defined in Note 8.

The Company allocated the purchase price for this acquisition based on the valuation of assets acquired and liabilities assumed, resulting in allocations primarily to goodwill of $21.5 million and intangibles of $12.9 million as of the date of acquisition. The carrying amount of the intangible assets related to this acquisition has been included in ~~Miscellaneous assets~~ in our Condensed Consolidated Balance Sheets and include an indefinite-lived intangible of $9.0 million. The estimated useful life for the finite asset is 6 years and it is amortized on a straight-line basis.

The changes in the carrying amount of goodwill as of ~~September~~June 27, ~~2020,~~2021, and since December ~~29, 2019,~~27, 2020, were as follows:


(In thousands)	Total Company
Balance as of December ~~29, 2019~~27, 2020	$	~~138,674~~
~~Business acquisitions~~	~~27,269~~171,657
Foreign currency translation	~~2,757~~ (1,501)
Balance as of ~~September~~June 27, ~~2020~~2021	$	~~168,700~~170,156

The foreign currency translation line item reflects changes in goodwill resulting from fluctuating exchange rates related to the consolidation of certain international subsidiaries.

The aggregate carrying amount of intangible assets of ~~$17.0~~$15.2 million is included in Miscellaneous assets in our Condensed Consolidated Balance Sheets as of ~~September~~June 27, ~~2020.~~2021.

NOTE 6. INVESTMENTS

Non-Marketable Equity Securities

Our non-marketable equity securities are investments in privately held companies/funds without readily determinable market values. Gains and losses on non-marketable securities sold or impaired are recognized in Interest ~~income/(expense)~~income and other, net.

As of ~~September~~June 27, ~~2020,~~2021, and December ~~29, 2019,~~27, 2020, non-marketable equity securities included in Miscellaneous assets in our Condensed Consolidated Balance Sheets had a carrying value of ~~$21.8~~$20.6 million and ~~$13.4~~$20.9 million, respectively. During the first ~~quarter~~six months of 2020, we recorded a $10.1 million gain related to a non-marketable equity investment transaction. The gain is comprised of $2.5 million realized gain due to the partial sale of the investment and a $7.6 million unrealized gain due to the

~~THE NEW YORK TIMES COMPANY~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

mark to market of the remaining investment, and is included in Interest ~~income/(expense)~~income and other, net in our Condensed Consolidated Statements of Operations.

NOTE 7. OTHER

Capitalized Computer Software Costs

Amortization of capitalized computer software costs included in Depreciation and amortization in our Condensed Consolidated Statements of Operations were ~~$3.9~~$2.4 million and ~~$4.4~~$3.9 million in the ~~third~~second quarters of ~~2020~~2021 and ~~2019,~~2020, respectively, and ~~$11.6~~$5.0 million and ~~$13.1~~$7.7 million in the first ~~nine~~six months of 2021 and 2020, ~~and 2019, respectively,~~respectively.

Interest ~~income/(expense)~~income and other, net

Interest ~~income/(expense)~~income and other, net, as shown in the accompanying Condensed Consolidated Statements of Operations was as follows:


		For the Quarters Ended				For the Nine Months Ended					For the Quarters Ended				For the Six Months Ended
(In thousands)	(In thousands)	September 27, 2020		September 29, 2019		September 27, 2020		September 29, 2019		(In thousands)	June 27, 2021		June 28, 2020		June 27, 2021		June 28, 2020
Interest income and other expense, net (1)	Interest income and other expense, net (1)	$	3,720	$	5,078	$	20,724	$	17,093	Interest income and other expense, net (1)	$	2,053	$	2,965	$	3,743	$	17,004
Interest expense	Interest expense	(188)		(7,118)		(569)		(21,314)		Interest expense	(180)		(179)		(359)		(364)
Amortization of debt costs and discount on debt		0		1,278		0		590
Capitalized interest		5		7		22		59
Total interest income/(expense) and other, net		$	3,537	$	(755)	$	20,177	$	(3,572)

Total interest income and other, net										Total interest income and other, net	$	1,873	$	2,786	$	3,384	$	16,640

(1) The ~~nine~~six months ended ~~September 27,~~June 28, 2020 ~~include~~includes a $10.1 million gain related to a non-marketable equity investment transaction. ~~The nine months ended September 29, 2019, include a fair value adjustment of $1.9 million related to the sale of a non-marketable equity security.~~

THE NEW YORK TIMES COMPANY

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Restricted Cash

A reconciliation of cash, cash equivalents and restricted cash as of ~~September~~June 27, ~~2020,~~2021, and December ~~29, 2019,~~27, 2020, from the Condensed Consolidated Balance Sheets to the Condensed Consolidated Statements of Cash Flows is as follows:


(In thousands)	(In thousands)	September 27, 2020		December 29, 2019		(In thousands)	June 27, 2021		December 27, 2020
Reconciliation of cash, cash equivalents and restricted cash	Reconciliation of cash, cash equivalents and restricted cash					Reconciliation of cash, cash equivalents and restricted cash
Cash and cash equivalents	Cash and cash equivalents	$	215,763	$	230,431	Cash and cash equivalents	$	320,871	$	286,079
Restricted cash included within other current assets	Restricted cash included within other current assets	550		528		Restricted cash included within other current assets	299		686
Restricted cash included within miscellaneous assets	Restricted cash included within miscellaneous assets	15,302		16,559		Restricted cash included within miscellaneous assets	14,331		15,199
Total cash, cash equivalents and restricted cash shown in the Condensed Consolidated Statements of Cash Flows	Total cash, cash equivalents and restricted cash shown in the Condensed Consolidated Statements of Cash Flows	$	231,615	$	247,518	Total cash, cash equivalents and restricted cash shown in the Condensed Consolidated Statements of Cash Flows	$	335,501	$	301,964

Substantially all of the amount included in restricted cash is set aside to collateralize workers’ compensation obligations.

Revolving Credit Facility

In September 2019, the Company entered into a $250.0 million five-year unsecured revolving credit facility (the “Credit Facility”). Certain of the Company’s domestic subsidiaries have guaranteed the Company’s obligations under the Credit Facility. Borrowings under the Credit Facility bear interest at specified rates based on our utilization and consolidated leverage ratio. The Credit Facility contains various customary affirmative and negative covenants. In addition, the Company is obligated to pay a quarterly unused commitment fee of 0.20%.

As of ~~September~~June 27, ~~2020,~~2021, there were no0 outstanding borrowings under the Credit Facility and the Company was in compliance with the financial covenants contained in the documents governing the Credit Facility.

Severance Costs

We recognized 0 severance costs in the ~~third~~second quarter of ~~2020~~2021 and ~~$0.3~~$6.3 million in severance costs in the ~~third~~second quarter of ~~2019,~~2020, and ~~$6.7~~$0.4 million and ~~$2.4~~$6.7 million in the first ~~nine~~six months of 2021 and 2020, ~~and 2019,~~ respectively. ~~Severance costs recognized in 2020 were largely related to workforce reductions primarily affecting our advertising department.~~ These costs are recorded in General and administrative costs in our Condensed Consolidated Statements of Operations.

~~THE NEW YORK TIMES COMPANY~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

We had a severance liability of ~~$10.2~~$2.4 million and ~~$8.4~~$5.0 million included in Accrued expenses and other in our Condensed Consolidated Balance Sheets as of ~~September~~June 27, 2021, and December 27, 2020, ~~and December 29, 2019,~~ respectively. ~~We anticipate most of the payments will be made within the next twelve months.~~

NOTE 8. FAIR VALUE MEASUREMENTS

Fair value is the price that would be received upon the sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date. The transaction would be in the principal or most advantageous market for the asset or liability, based on assumptions that a market participant would use in pricing the asset or liability. The fair value hierarchy consists of three levels:

Level 1–quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date;

Level 2–inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and

Level 3–unobservable inputs for the asset or liability.

THE NEW YORK TIMES COMPANY

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Assets/Liabilities Measured and Recorded at Fair Value on a Recurring Basis

The following table summarizes our financial assets and liabilities measured at fair value on a recurring basis as of ~~September~~June 27, ~~2020,~~2021, and December ~~29, 2019:~~27, 2020:


(In thousands)	(In thousands)	September 27, 2020								December 29, 2019								(In thousands)	June 27, 2021								December 27, 2020
		Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3			Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3
Assets:	Assets:																	Assets:
Short-term AFS securities (1)	Short-term AFS securities (1)																	Short-term AFS securities (1)
Corporate debt securities	Corporate debt securities	$	119,586	$	0	$	119,586	$	0	$	99,126	$	0	$	99,126	$	0	Corporate debt securities	$	110,899	$	0	$	110,899	$	0	$	130,301	$	0	$	130,301	$	0
Certificates of deposit																		Certificates of deposit	105,954		0		105,954		0		36,525		0		36,525		0
U.S. Treasury securities	U.S. Treasury securities	97,802		0		97,802		0		43,095		0		43,095		0		U.S. Treasury securities	75,528		0		75,528		0		79,503		0		79,503		0
U.S. governmental agency securities	U.S. governmental agency securities	47,823		0		47,823		0		37,502		0		37,502		0		U.S. governmental agency securities	26,153		0		26,153		0		25,171		0		25,171		0
Commercial paper	Commercial paper	43,523		0		43,523		0		12,561		0		12,561		0		Commercial paper	19,921		0		19,921		0		37,580		0		37,580		0
Certificates of deposit		0		0		0		0		9,501		0		9,501		0
Total short-term AFS securities	Total short-term AFS securities	$	308,734	$	0	$	308,734	$	0	$	201,785	$	0	$	201,785	$	0	Total short-term AFS securities	$	338,455	$	0	$	338,455	$	0	$	309,080	$	0	$	309,080	$	0
Long-term AFS securities (1)	Long-term AFS securities (1)																	Long-term AFS securities (1)
Corporate debt securities	Corporate debt securities	$	120,381	$	0	$	120,381	$	0	$	103,737	$	0	$	103,737	$	0	Corporate debt securities	$	162,369	$	0	$	162,369	$	0	$	135,934	$	0	$	135,934	$	0
U.S. Treasury securities	U.S. Treasury securities	90,402		0		90,402		0		101,438		0		101,438		0		U.S. Treasury securities	61,223		0		61,223		0		97,565		0		97,565		0
U.S. governmental agency securities	U.S. governmental agency securities	64,866		0		64,866		0		46,521		0		46,521		0		U.S. governmental agency securities	51,530		0		51,530		0		48,348		0		48,348		0
Municipal securities																		Municipal securities	12,143		0		12,143		0		4,984		0		4,984		0
Total long-term AFS securities	Total long-term AFS securities	$	275,649	$	0	$	275,649	$	0	$	251,696	$	0	$	251,696	$	0	Total long-term AFS securities	$	287,265	$	0	$	287,265	$	0	$	286,831	$	0	$	286,831	$	0
Liabilities:	Liabilities:																	Liabilities:
Deferred compensation (2)(3)	Deferred compensation (2)(3)	$	19,797	$	19,797	$	0	$	0	$	23,702	$	23,702	$	0	$	0	Deferred compensation (2)(3)	$	19,754	$	19,754	$	0	$	0	$	22,245	$	22,245	$	0	$	0
Contingent consideration(4)		$	8,431	$	0	$	0	$	8,431	$	0	$	0	$	0	$	0
Contingent consideration																		Contingent consideration	$	7,450	$	0	$	0	$	7,450	$	8,431	$	0	$	0	$	8,431

(1) We classified these investments as Level 2 since the fair value is based on market observable inputs for investments with similar terms and maturities.

(2) The deferred compensation liability, included in Other liabilities—other in our Condensed Consolidated Balance Sheets, consists of deferrals under The New York Times Company Deferred Executive Compensation Plan (the “DEC”), which previously enabled certain eligible executives to elect to defer a portion of their compensation on a pre-tax basis. The deferred amounts are invested at the executives’ option in various mutual funds. The fair value of deferred compensation is based on the mutual fund investments elected by the executives and on quoted prices in active markets for identical assets. Participation in the DEC was frozen effective December 31, 2015.

(3) The Company invests the assets associated with the deferred compensation liability in life insurance products. Our investments in life insurance products are included in Miscellaneous assets in our Condensed Consolidated Balance Sheets, and were ~~$46.8~~$51.1 million as of ~~September~~June 27, ~~2020,~~2021, and ~~$46.0~~$49.2 million as of December ~~29, 2019.~~27, 2020. The fair value of these assets is measured using the net asset value per share (or its equivalent) and has not been classified in the fair value hierarchy.

1615

THE NEW YORK TIMES COMPANY

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

~~(4)~~ Level 3 Liabilities

The contingent consideration liability is related to the 2020 acquisition of substantially all the assets and certain liabilities of Serial Productions, LLC (the “Serial acquisition”) and represents contingent payments based on the achievement of certain operational targets, as defined in ~~connection with~~ the ~~Serial~~acquisition agreement, over the 5 years following the acquisition. The Company estimated the fair value ~~of the contingent consideration liability~~ using a probability-weighted discounted cash flow model. The estimate of the fair value of contingent consideration requires subjective assumptions to be made regarding probabilities assigned to operational targets and the discount rate. ~~During~~As the ~~three~~fair value is based on significant unobservable inputs, this is a Level 3 liability.

The following table presents changes in the contingent consideration balances for the quarter and six months ended ~~September~~June 27, 2021:


	Quarter ended		Six months ended
(In thousands)	June 27, 2021		June 27, 2021
Balance at the beginning of the period (1)	$	7,728	$	8,431

Payments	(862)		(862)
Fair value adjustments (2)	584		(119)
Contingent consideration at the end of the period	$	7,450	$	7,450

(1) There were no transactions involving contingent consideration during the quarter and six months ended June 28, 2020. The contingent consideration reflected above relates to the Serial acquisition, which was completed during the third quarter of 2020.

(2) Fair value adjustments are included in General and administrative expenses in our Condensed Consolidated Statements of Operations.

The remaining contingent consideration balances as of June 27, 2021, and December 27, 2020, ~~the Company made payments~~ of ~~$0.9~~$7.5 million ~~related to the contingent consideration. The remaining balance of~~and $8.4 million, isrespectively, are included in Accrued expenses and other, for the current portion of the liability, and Other non-current liabilities, for the long-term portion of the liability, in our Condensed Consolidated Balance Sheets. ~~See Note 5 for more information.~~

NOTE 9. PENSION AND OTHER POSTRETIREMENT BENEFITS

Pension

Single-Employer Plans

We maintain The New York Times Companies Pension Plan (the “Pension Plan”), a frozen single-employer defined benefit pension plan. The Company also jointly sponsors a defined benefit plan with The NewsGuild of New York known as the Guild-Times Adjustable Pension Plan (the “APP”) that continues to accrue active benefits.

We also have a foreign-based pension plan for certain employees (the “foreign plan”). The information for the foreign plan is combined with the information for U.S. non-qualified plans. The benefit obligation of the foreign plan is immaterial to our total benefit obligation.

The components of net periodic pension ~~cost/(income)~~cost were as follows:


		For the Quarters Ended													For the Quarters Ended
		September 27, 2020						September 29, 2019							June 27, 2021						June 28, 2020
(In thousands)	(In thousands)	Qualified Plans		Non- Qualified Plans		All Plans		Qualified Plans		Non- Qualified Plans		All Plans		(In thousands)	Qualified Plans		Non- Qualified Plans		All Plans		Qualified Plans		Non- Qualified Plans		All Plans
Service cost	Service cost	$	2,608	$	0	$	2,608	$	1,278	$	0	$	1,278	Service cost	$	2,276	$	0	$	2,276	$	2,607	$	0	$	2,607
Interest cost	Interest cost	11,742		1,648		13,390		14,708		2,089		16,797		Interest cost	7,629		1,088		8,717		11,742		1,649		13,391
Expected return on plan assets	Expected return on plan assets	(17,741)		0		(17,741)		(20,258)		0		(20,258)		Expected return on plan assets	(12,678)		0		(12,678)		(17,745)		0		(17,745)
Amortization of actuarial loss	Amortization of actuarial loss	5,655		1,521		7,176		4,635		1,094		5,729		Amortization of actuarial loss	5,057		1,822		6,879		5,655		1,522		7,177
Amortization of prior service credit	Amortization of prior service credit	(486)		0		(486)		(487)		0		(487)		Amortization of prior service credit	(486)		0		(486)		(486)		0		(486)

Net periodic pension cost/(income) (1)		$	1,778	$	3,169	$	4,947	$	(124)	$	3,183	$	3,059
Net periodic pension cost (1)														Net periodic pension cost (1)	$	1,798	$	2,910	$	4,708	$	1,773	$	3,171	$	4,944

For the Nine Months Ended
September 27, 2020 September 29, 2019
(In thousands) Qualified
Plans Non-
Qualified
Plans All
Plans Qualified
Plans Non-
Qualified
Plans All
Plans
Service cost $ 7,822 $ 0 $ 7,822 $ 3,835 $ 0 $ 3,835
Interest cost 35,226 4,945 40,171 44,125 6,265 50,390
Expected return on plan assets (53,222) 0 (53,222) (60,775) 0 (60,775)
Amortization of actuarial loss 16,966 4,564 21,530 13,905 3,282 17,187
Amortization of prior service credit (1,459) 0 (1,459) (1,459) 0 (1,459)
Net periodic pension cost/(income) (1)
$ 5,333 $ 9,509 $ 14,842 $ (369) $ 9,547 $ 9,178

THE NEW YORK TIMES COMPANY

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)


	For the Six Months Ended
	June 27, 2021						June 28, 2020
(In thousands)	Qualified Plans		Non- Qualified Plans		All Plans		Qualified Plans		Non- Qualified Plans		All Plans
Service cost	$	4,552	$	0	$	4,552	$	5,214	$	0	$	5,214
Interest cost	15,258		2,176		17,434		23,484		3,297		26,781
Expected return on plan assets	(25,355)		0		(25,355)		(35,481)		0		(35,481)
Amortization of actuarial loss	10,113		3,642		13,755		11,310		3,043		14,353
Amortization of prior service credit	(972)		0		(972)		(972)		0		(972)

Net periodic pension cost (1)	$	3,596	$	5,818	$	9,414	$	3,555	$	6,340	$	9,895

(1) The service cost component of net periodic pension cost is recognized in Total operating costs, while the other components are included in Other components of net periodic benefit costs in our Condensed Consolidated Statements of Operations, below Operating profit.

During the first ~~nine~~six months of ~~2020~~2021 and ~~2019,~~2020, we made pension contributions of ~~$6.9~~$4.2 million and ~~$6.3~~$4.6 million, respectively, to the APP. We expect contributions in ~~2020~~2021 to total approximately $9 million to satisfy minimum funding requirements.

As part of our continued effort to reduce the size and volatility of our pension plan obligations, and the administrative costs related thereto, in October 2020 we entered into an agreement with an insurance company to transfer approximately $235 million in pension obligations under the Pension Plan. See Note 16 for more information.

~~THE NEW YORK TIMES COMPANY~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

~~Multiemployer Plans~~

~~During the third quarter of 2019 we recorded a gain of $2.0 million from a multiemployer pension liability adjustment, which was recorded in~~ ~~Gain from pension liability adjustment~~ ~~in our Condensed Consolidated Statements of Operations.~~

Other Postretirement Benefits

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


		For the Quarters Ended				For the Nine Months Ended					For the Quarters Ended				For the Six Months Ended
(In thousands)	(In thousands)	September 27, 2020		September 29, 2019		September 27, 2020		September 29, 2019		(In thousands)	June 27, 2021		June 28, 2020		June 27, 2021		June 28, 2020
Service cost	Service cost	$	7	$	6	$	21	$	20	Service cost	$	13	$	7	$	26	$	14
Interest cost	Interest cost	257		402		770		1,202		Interest cost	141		257		282		513
Amortization of actuarial loss	Amortization of actuarial loss	763		843		2,289		2,531		Amortization of actuarial loss	852		763		1,704		1,526
Amortization of prior service credit	Amortization of prior service credit	(1,099)		(1,192)		(3,378)		(3,574)		Amortization of prior service credit	(836)		(1,223)		(1,672)		(2,279)
Net periodic postretirement benefit (income)/cost (1)		$	(72)	$	59	$	(298)	$	179
Net periodic postretirement benefit cost/(income) (1)										Net periodic postretirement benefit cost/(income) (1)	$	170	$	(196)	$	340	$	(226)

(1)The service cost component of net periodic postretirement benefit ~~cost~~cost/(income) is recognized in Total operating costs, while the other components are included in Other components of net periodic benefit costs in our Condensed Consolidated Statements of Operations, below Operating profit.

NOTE 10. INCOME TAXES

The Company had income tax expense of ~~$7.3~~$18.2 million and ~~$19.1~~$27.7 million in the ~~third~~second quarter and first ~~nine~~six months of ~~2020,~~2021, respectively. The Company had income tax expense of ~~$6.1~~$5.8 million and ~~$16.8~~$11.8 million in the ~~third~~second quarter and first ~~nine months of 2019, respectively. The Company’s effective tax rates from continuing operations were 17.8% and 17.5% for the third quarter and first nine~~six months of 2020, respectively. The Company’s effective tax rates from continuing operations were ~~27.0%~~25.1% and ~~19.0%~~22.5% for the ~~third~~second quarter and first ~~nine~~six months of ~~2019,~~2021, respectively. The Company’s effective tax rates from continuing operations were 19.6% and 17.3% for the second quarter and first six months of 2020, respectively. The increase in income tax expense in the second quarter and first six months of 2021 is primarily due to higher income from continuing operations in those periods. The Company received a tax benefit in the ~~first and third quarters~~second quarter of 2020 from a reduction in the Company’s reserve for uncertain tax positions, and in the first quarter of ~~2019~~both 2021 and 2020 from stock price appreciation on stock-based awards that settled in the ~~quarters, resulting~~quarter, which in the case of 2020, resulted in lower than statutory tax rates in the ~~third~~second quarter ~~of 2020~~ and ~~in the~~ first ~~nine~~six months of ~~2020 and 2019.~~

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act") was signed into law. We do not expect the tax provisions in the CARES Act to have a material impact on the Company’s consolidated financial statements.2020.

NOTE 11. EARNINGS PER SHARE

We compute earnings per share using a two-class method, which is an earnings allocation method used when a company’s capital structure includes either two or more classes of common stock or common stock and participating securities. This method determines earnings per share based on dividends declared on common stock and participating securities (i.e., distributed earnings), as well as participation rights of participating securities in any undistributed earnings.

Earnings per share is computed using both basic shares and diluted shares. The difference between basic and diluted shares is that diluted shares include the dilutive effect of the assumed exercise of outstanding securities. Our stock options,

THE NEW YORK TIMES COMPANY

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

stock-settled long-term performance awards and restricted stock units could have a significant impact on diluted shares. The difference between basic and diluted shares of approximately ~~1.0~~0.3 million and ~~1.1~~0.5 million in the ~~third~~second quarter and first ~~nine~~six months of ~~2020,~~2021, respectively, and ~~1.4~~1.2 million in each of the ~~third~~second quarter and first ~~nine~~six months of ~~2019,~~2020, resulted primarily from the dilutive effect of certain stock options, performance awards and restricted stock units.

Securities that could potentially be dilutive are excluded from the computation of diluted earnings per share when a loss from continuing operations exists or when the exercise price exceeds the market value of our Class A Common Stock, because their inclusion would result in an anti-dilutive effect on per share amounts.

There were ~~0 anti-dilutive stock options, stock-settled long-term performance awards or~~approximately 0.2 million restricted stock units excluded from the computation of diluted earnings per share in the ~~third quarters and~~ first ~~nine~~six months of 2021 and 2020, respectively, because they were anti-dilutive, and ~~2019, respectively.~~0 anti-dilutive stock options or stock-settled long-term performance awards excluded in the same periods. There were approximately 0.3 million restricted stock units excluded from the computation of diluted earnings per share in the second quarter of 2021, because they were anti-dilutive, and 0 anti-dilutive stock options or stock-settled long-term performance awards excluded in the same period.

NOTE 12. SUPPLEMENTAL STOCKHOLDERS’ EQUITY INFORMATION

In 2015, the Board of Directors authorized up to $101.1 million of repurchases of shares of the Company’s Class A Common Stock. As of ~~September~~June 27, ~~2020,~~2021, repurchases under this authorization totaled $84.9 million (excluding commissions)

~~THE NEW YORK TIMES COMPANY~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

and $16.2 million ~~remained under this authorization. The Company did not repurchase any shares during the first nine months of 2020. All purchases were made pursuant to our publicly announced share repurchase program.~~remained. Our Board of Directors has authorized us to purchase shares ~~under this authorization~~ from time to time, subject to market conditions and other factors. There is no expiration date with respect to this authorization. There have been no purchases under this authorization since 2016.

The following table summarizes the changes in AOCI by component as of ~~September~~June 27, ~~2020:~~2021:

(In thousands) Foreign Currency Translation Adjustments Funded Status of Benefit Plans Net Unrealized Gain on Available-For-Sale Securities Total Accumulated Other Comprehensive Loss
Balance as of December 29, 2019 $ 3,438 $ (498,986) $ 572 $ (494,976)
Other comprehensive income before reclassifications, before tax 3,095 0 3,936 7,031
Amounts reclassified from accumulated other comprehensive loss, before tax 0 18,982 0 18,982
Income tax expense 823 5,083 1,049 6,955
Net current-period other comprehensive income, net of tax 2,272 13,899 2,887 19,058
Balance as of September 27, 2020 $ 5,710 $ (485,087) $ 3,459 $ (475,918)


(In thousands)	Foreign Currency Translation Adjustments		Funded Status of Benefit Plans		Net Unrealized Gain on Available-For-Sale Securities		Total Accumulated Other Comprehensive Loss
Balance as of December 27, 2020	$	8,386	$	(421,698)	$	3,131	$	(410,181)
Other comprehensive income before reclassifications, before tax	(1,767)		0		(1,846)		(3,613)
Amounts reclassified from accumulated other comprehensive loss, before tax	0		12,815		0		12,815
Income tax (benefit)/expense	(473)		3,432		(494)		2,465
Net current-period other comprehensive (loss)/ income, net of tax	(1,294)		9,383		(1,352)		6,737

Balance as of June 27, 2021	$	7,092	$	(412,315)	$	1,779	$	(403,444)

The following table summarizes the reclassifications from AOCI for the ~~nine~~six months ended ~~September~~June 27, ~~2020:~~2021:

(In thousands)

Detail about accumulated other comprehensive loss components

Amounts reclassified from accumulated other comprehensive loss

Affects line item in the statement where net income is presented

Funded status of benefit plans:

Amortization of prior service credit(1)

~~(4,837)~~(2,644)

Other components of net periodic benefit costs

Amortization of actuarial loss(1)

~~23,819~~15,459

Other components of net periodic benefit costs

Total reclassification, before tax(2)

~~18,982~~12,815

Income tax expense

~~5,083~~3,432

Income tax expense

Total reclassification, net of tax

~~13,899~~9,383

(1) These AOCI components are included in the computation of net periodic benefit cost for pension and other postretirement benefits. See Note 9 for more information.

(2) There were no reclassifications relating to noncontrolling interest for the ~~nine~~six monthsended ~~September~~June 27, ~~2020.~~2021.

THE NEW YORK TIMES COMPANY

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 13. SEGMENT INFORMATION

The Company identifies a business as an operating segment if: (i) it engages in business activities from which it may earn revenues and incur expenses; (ii) its operating results are regularly reviewed by the Chief Operating Decision Maker (who is the Company’s President and Chief Executive Officer) to make decisions about resources to be allocated to the segment and assess its performance; and (iii) it has available discrete financial information. The Company has determined that it has 1 reportable segment. Therefore, all required segment information can be found in the Condensed Consolidated Financial Statements.

NOTE 14. CONTINGENT LIABILITIES

Legal Proceedings

We are involved in various legal actions incidental to our business that are now pending against us. These actions ~~are~~ generally ~~for amounts~~have damage claims that are greatly in excess of the payments, if any, that ~~may~~we would be required to ~~be made.~~pay if we lost or settled the cases. Although the Company cannot predict the outcome of these matters, it is possible that an unfavorable outcome in one or more matters could be material to the Company’s consolidated results of operations or cash flows for an individual reporting period. However, based on currently available information, management does not believe that the ultimate resolution of these matters, individually or in the aggregate, is likely to have a material effect on the Company’s financial position.

~~THE NEW YORK TIMES COMPANY~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

~~NOTE 15. RECLASSIFICATION~~

The Company changed the expense captions on its Condensed Consolidated Statement of Operations effective for the quarter ended March 29, 2020. These changes were made in order to reflect how the Company manages its business and to communicate where the Company is investing resources and how this aligns with the Company’s strategy. The Company reclassified expenses for the prior period in order to present comparable financial results. There was no change to consolidated operating income, operating expense, net income or cash flows as a result of this change in classification. A summary of changes is as follows:

~~“Production costs”~~ ~~has become~~ ~~“Cost of revenue”:~~

◦~~Cost of revenue~~ contains all costs related to content creation, subscriber and advertiser servicing, and print production and distribution costs as well as infrastructure costs related to delivering digital content, which include all cloud and cloud related costs as well as compensation for employees that enhance and maintain our platforms. This represents a change from previously disclosed production costs, which did not include distribution or subscriber servicing costs. In addition, certain product development costs previously included in production costs have been reclassified to product development.

~~“Selling, general and administrative”~~ ~~hasbeen split into three lines:~~

◦~~Sales and marketing~~ ~~represents all costs related to the Company’s marketing efforts as well as advertising sales costs.~~

◦~~Product development~~ ~~represents the Company’s investment into developing and enhancing new and existing product technology including engineering, product development, and data insights.~~

◦~~General and administrative~~ ~~includes general management, corporate enterprise technology, building operations, unallocated overhead costs, severance and multiemployer pension plan withdrawal costs.~~

In addition, incentive compensation, which was previously wholly included in selling, general and administrative, was reclassified to align with the classification of the related wages across each of the expense captions.

~~THE NEW YORK TIMES COMPANY~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

~~A reconciliation of the expenses as previously disclosed to the recast presentation for the quarter and nine months ended September 29, 2019, is as follows:~~

As Reported for the Quarter Ended September 29, 2019 Reclassification Recast for the Quarter
Ended
September 29, 2019
Operating costs
Production costs:
Wages and benefits $ 106,377 $ (106,377) (1)(2) $ 0
Raw materials 18,531 (18,531) (1) 0
Other production costs 53,868 (53,868) (1)(2) 0
Total production costs 178,776 (178,776) (1)(2) 0
Cost of revenue (excluding depreciation and amortization) 0 245,100 (1)(3)(4) 245,100
Selling, general and administrative costs 207,226 (207,226) (3)(4)(5) 0
Sales and marketing 0 64,218 (4)(5) 64,218
Product development 0 26,669 (2)(4)(5) 26,669
General and administrative 0 50,015 (4)(5) 50,015
Depreciation and amortization 15,450 0 15,450
Total operating costs $ 401,452 $ 0 $ 401,452

As Reported for the Nine Months Ended September 29, 2019 Reclassification Recast for the Nine Months Ended
September 29, 2019
Operating costs
Production costs:
Wages and benefits $ 313,244 $ (313,244) (1)(2) $ 0
Raw materials 57,527 (57,527) (1) 0
Other production costs 149,102 (149,102) (1)(2) 0
Total production costs 519,873 (519,873) (1)(2) 0
Cost of revenue (excluding depreciation and amortization) 0 729,654 (1)(3)(4) 729,654
Selling, general and administrative costs 638,820 (638,820) (3)(4)(5) 0
Sales and marketing 0 201,327 (4)(5) 201,327
Product development 0 75,658 (2)(4)(5) 75,658
General and administrative 0 152,054 (4)(5) 152,054
Depreciation and amortization 45,548 0 45,548
Total operating costs $ 1,204,241 $ 0 $ 1,204,241

(1) In the first quarter of 2020, the Company discontinued the use of the production cost caption. These costs, with the exception of product engineering and product design costs, which were reclassified to product development, were reclassified to cost of revenue.

~~(2)~~ ~~Costs related to developing and enhancing new and existing product technology previously included in production costs were reclassified to product development.~~

~~(3)~~ ~~Distribution and fulfillment costs and subscriber and advertising servicing related costs previously included in selling, general and administrative were reclassified to cost of revenue.~~

~~(4)~~ ~~Incentive Compensation previously included in selling, general and administrative was reclassified to align with the related salaries in each caption~~.

~~(5)~~ In the first quarter of 2020, the Company discontinued the use of the selling, general and administrative cost caption. These costs, with the exception of those related to distribution and fulfillment, subscriber and advertising servicing and incentive compensation related to cost of revenue, were reclassified to the new captions: sales and marketing, product development and general and administrative.

~~THE NEW YORK TIMES COMPANY~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

NOTE ~~16.~~15. SUBSEQUENT ~~EVENT~~EVENTS

On October 9, 2020, the Company entered into an agreement with Massachusetts Mutual Life Insurance Company (“MassMutual”) under which approximately $235 million in pension obligations under The New York Times Companies Pension Plan will be transferredJune 30, 2021, our Board of Directors approved a quarterly dividend of $0.07 per share on our Class A and Class B common stock that was paid on July 22, 2021, to ~~MassMutual.~~

Under the agreement, the Company will purchase from MassMutual a group annuity contract for approximately 1,850 retirees (and beneficiaries) that will provide for an irrevocable commitment by MassMutual to make annuity payments to the affected retirees. As a result, the payment obligation and administration thereof for the affected retirees will be transferred from the Pension Plan to MassMutual. The transfer will not change the amountall stockholders of record as of the ~~monthly pension benefits received by the affected retirees.~~

~~This arrangement is part~~close of the Company’s continued effort to reduce the overall size and volatility of our pension plan obligations, and the administrative costs related thereto. The purchase of the group annuity contract will be funded through existing Pension Plan assets. As a result of the transaction, the Company expects to recognize a non-cash pension settlement charge of approximately $80-85 million before tax in the fourth quarter of 2020. This charge represents the acceleration of deferred charges currently accrued in AOCI.

business on July 12, 2021.

2219

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

EXECUTIVE OVERVIEW

We are a global media organization that includes ~~our newspaper,~~ digital and print products and related businesses. We have one reportable ~~segment.~~segment with businesses that include our core news product and other interest-specific products, and related content and services.

We generate revenues principally from subscriptions and advertising. ~~Other~~In addition, we generate other revenues primarily ~~consist~~consisting of revenues from licensing, Wirecutter affiliate referrals, ~~from Wirecutter,~~ the leasing of floors in our New York headquarters building located at 620 Eighth Avenue, New York, New York (the “Company Headquarters”), commercial printing, retail commerce, television and film, ~~retail commerce~~our student subscription sponsorship program and ~~NYT Live (our~~our live events ~~business).~~business.

Our main operating costs are employee-related costs.

In the accompanying analysis of financial information, we present certain information derived from consolidated financial information but not presented in our financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). We are presenting in this report supplemental non-GAAP financial performance measures that exclude depreciation, amortization, severance, non-operating retirement costs or multiemployer pension plan withdrawal costs, and certain identified special items, as applicable. These non-GAAP financial measures should not be considered in isolation from or as a substitute for the related GAAP measures, and should be read in conjunction with financial information presented on a GAAP basis. For further information and reconciliations of these non-GAAP measures to the most directly comparable GAAP measures, see “Non-Operating Items—Non-GAAP Financial Measurements.”

Financial Highlights

•Diluted earnings per share from continuing operations were ~~$0.20~~$0.32 and ~~$0.10~~$0.14 for the ~~third~~second quarters of ~~2020~~2021 and ~~2019,~~2020, respectively. Diluted earnings per share from continuing operations excluding severance, non-operating retirement costs and special items discussed below (or “adjusted diluted earnings per share,” a non-GAAP measure) were ~~$0.22~~$0.36 and ~~$0.12~~$0.18 for the ~~third~~second quarters of 2021 and 2020, ~~and 2019,~~ respectively.

•The Company had an operating profit of ~~$39.6~~$73.3 million in the ~~third~~second quarter of ~~2020,~~2021, compared with ~~$25.1~~$28.8 million in the ~~third~~second quarter of ~~2019. The increase was principally driven by higher digital-only subscription revenues and lower costs, which more than offset lower advertising revenues.~~2020. Operating profit before depreciation, amortization, severance, multiemployer pension plan withdrawal costs and special items discussed below (or “adjusted operating profit,” a non-GAAP measure) increased to ~~$56.5~~$92.9 million in the ~~third~~second quarter of ~~2020~~2021 from ~~$44.1~~$52.1 million in the ~~third~~second quarter of ~~2019, primarily as a result of the factors identified above.~~2020.

•Total revenues ~~decreased 0.4%~~increased 23.5% to ~~$426.9~~$498.5 million in the ~~third~~second quarter of ~~2020~~2021 from ~~$428.5~~$403.8 million in the ~~third~~second quarter of 2020.

•Subscription revenues increased 15.7% in the second quarter of 2021 compared with the same prior-year period. Paid digital-only subscriptions totaled approximately 7,133,000 at the end of the second quarter of 2021, a net increase of 142,000 subscriptions compared with the end of the first quarter of 2021. Of the 142,000 total net additions, 77,000 came from the Company’s digital news product, while 65,000 came from the Company’s Cooking, Games and Audm products. We expect total net subscription additions in 2021 to be in the range of the number of total net subscription additions in 2019, ~~primarily driven by a decrease~~though it remains difficult to predict with precision.

•Total advertising revenues increased 66.4% in the second quarter of 2021 compared with the same prior-year period, due to an increase of 79.6% in digital advertising ~~revenue~~revenues and ~~other revenue. These declines were partially offset by higher subscription~~an increase of 48.0% in print advertising revenues.

•Operating costs ~~decreased in the third quarter of 2020~~increased 12.4% to ~~$387.3 million from $401.5~~$421.4 million in the ~~third~~second quarter of 2019, largely due to lower media expenses and lower advertising sales costs, as well as lower print production and distribution and advertising servicing costs. These were partially offset by higher digital content delivery and journalism costs, including growth in2021 from $374.9 million compared with the ~~number~~second quarter of ~~digital product development employees in connection with digital subscription strategic initiatives.~~2020. Operating costs before depreciation, amortization, severance and multiemployer pension plan withdrawal costs (or “adjusted operating costs,” a non-GAAP measure) ~~decreased~~increased 15.4% in the ~~third~~second quarter of 2021 to $405.6 million from $351.6 million in the second quarter of 2020.

Impact of Covid-19 Pandemic

Given the impact of the Covid-19 pandemic on our business in 2020, we believe that certain comparisons of our operating results in 2021 to 2019 provide useful context for our 2021 results. We have included supplemental tables comparing the operating results in 2021 to 2020 and to 2019 (see “Supplemental Financial Information”), as well as discussion comparing the second quarter and first six months in 2021 to 2020 and 2019.

The Covid-19 pandemic impacted our business in various ways, including impacts on both our operating revenues and operating expenses. Beginning in the first quarter of 2020, ~~to $370.4 million from $384.4 million in the third quarter of 2019, primarily as a result of the factors identified above.~~

~~Impact of COVID-19 Pandemic~~

The global coronavirus (COVID-19) pandemic, and attempts to contain it, have continued to result in significant economic disruption, market volatility and uncertainty. These conditions have affected our business and could continue to do so for the foreseeable future.

~~Unlike many media companies, which are primarily dependent on advertising,~~ we derive substantial revenue from subscriptions (approximately 60% of total revenues in 2019 and 69% in the first three quarters of 2020). Although moderating from the early months of the pandemic, we have experienced significant growth in the number of subscriptions to our digital

news and other products, which iswe believe was attributable in part to an increase in traffic given the news ~~environment. However, revenues~~

environment and as a result of the pandemic. More recently, we have seen these pandemic-related trends subside and we expect total net subscription additions in 2021 to be in the range of the number of total net subscription additions in 2019, though it remains difficult to predict with precision. Revenues from the single-copy and bulk sales of our print newspaper (which include our international edition and collectively represent less than ~~10%~~5% of our total subscription revenues) ~~have been, and we expect will continue to be,~~were adversely affected as a result of widespread business closures, increased remote working and reductions in travel.

The worldwide economic slowdown caused by the pandemic also led to a significant decline in our advertising revenues ~~beginning~~ in 2020 as advertisers reduced their spending. More recently, we experienced increasing demand for advertising with the ~~first quarter~~recovery of ~~2020~~the broader market. Our live events business was and ~~continuing through the third quarter of 2020, and to the extent conditions persist, we expect that our advertising revenues will continue~~continues to be adversely ~~affected.~~affected by the impacts of the Covid-19 pandemic.

~~However, our strong balance sheet has enabled us to continue to operate without the liquidity issues experienced by many other companies. As of September 27,~~In 2020 we ~~had cash, cash equivalents~~incurred less media expense as we decreased marketing spend due to a heightened news cycle, lower print production and ~~short-~~distribution costs due to less demand for print copies of the newspaper, lower costs related to our advertising business as a result of lower variable expenses in connection with lower advertising revenues and ~~long-term marketable securities~~lower travel and entertainment costs as a result of ~~$800.1 million, and~~the Covid-19 pandemic. More recently we ~~were debt-free.~~have begun increasing some of our spending in these areas. We believe our cash balance and cash provided by operations, in combination with other sources of cash, will be sufficient to meet our financing needs over the next twelve months, enabling us to continue hiring in our newsroom, and in product and technology, and continue investment in important growth areas.

~~We have~~also incurred ~~and expect to continue to incur~~ some additional ~~costs~~expenses in response to the pandemic, including certain enhanced employee ~~benefits. These costs~~benefits; however these expenses have not yet been ~~significant~~significant. We expect to ~~date, but~~incur additional costs as we prepare for our employees to return to our headquarters building and other offices, and may incur significant additional costs as ~~we continue to implement~~circumstances evolve, including in connection with potential operational ~~changes in response to the pandemic.~~changes.

At this time, the ~~complete~~full impact that the ~~COVID-19~~Covid-19 pandemic ~~and the associated economic downturn,~~ will have on our business, operations and financial results is uncertain. ~~While we remain confident in our prospects over the longer term, the~~The extent to which the pandemic ~~impacts~~will continue to impact us will depend on numerous evolving factors and future developments, including the ~~severity~~scope and duration of the ~~outbreak,~~pandemic (including the extent of a resurgence); the effect of ongoing vaccination and ~~any resurgence thereof;~~mitigation efforts; the impact of the pandemic on economic ~~activity~~conditions and the companies with which we do business; governmental, business and other actions; the status of travel restrictions; and ~~social distancing measures,~~changes in consumer behavior in response to the pandemic, among many other factors. We will continue to actively monitor the situation and may take further actions that alter our business operations as may be required by federal, state, local or foreign authorities, or that we determine are appropriate. Please see ~~“Part II—Item 1A—~~“Item 1A — Risk Factors” in our Annual Report on Form 10-K for the year ended December 27, 2020, for more information.

2421

RESULTS OF OPERATIONS

The following table presents our consolidated financial results:


		For the Quarters Ended						For the Nine Months Ended							For the Quarters Ended						For the Six Months Ended
(In thousands)	(In thousands)	September 27, 2020		September 29, 2019		% Change		September 27, 2020		September 29, 2019		% Change		(In thousands)	June 27, 2021		June 28, 2020		% Change		June 27, 2021		June 28, 2020		% Change
Revenues	Revenues													Revenues
Subscription	Subscription	$	300,950	$	267,302	12.6	%	$	879,573	$	808,568	8.8	%	Subscription	$	339,217	$	293,189	15.7	%	$	668,301	$	578,623	15.5	%
Advertising	Advertising	79,253		113,531		(30.2)	%	253,150		359,380		(29.6)	%	Advertising	112,774		67,760		66.4	%	209,890		173,897		20.7	%
Other	Other	46,692		47,668		(2.0)	%	141,558		135,873		4.2	%	Other	46,506		42,801		8.7	%	93,351		94,866		(1.6)	%
Total revenues	Total revenues	426,895		428,501		(0.4)	%	1,274,281		1,303,821		(2.3)	%	Total revenues	498,497		403,750		23.5	%	971,542		847,386		14.7	%
Operating costs	Operating costs													Operating costs
Cost of revenue (excluding depreciation and amortization)	Cost of revenue (excluding depreciation and amortization)	235,900		245,100		(3.8)	%	709,719		729,654		(2.7)	%	Cost of revenue (excluding depreciation and amortization)	251,358		229,913		9.3	%	502,355		473,397		6.1	%
Sales and marketing	Sales and marketing	50,627		64,218		(21.2)	%	164,040		201,327		(18.5)	%	Sales and marketing	53,555		39,605		35.2	%	113,708		113,389		0.3	%
Product development	Product development	34,102		26,669		27.9	%	95,641		75,658		26.4	%	Product development	39,699		30,983		28.1	%	78,642		61,985		26.9	%
General and administrative	General and administrative	51,118		50,015		2.2	%	162,791		152,054		7.1	%	General and administrative	62,283		58,812		5.9	%	118,860		111,673		6.4	%
Depreciation and amortization	Depreciation and amortization	15,552		15,450		0.7	%	46,368		45,548		1.8	%	Depreciation and amortization	14,486		15,631		(7.3)	%	29,203		30,816		(5.2)	%
Total operating costs	Total operating costs	387,299		401,452		(3.5)	%	1,178,559		1,204,241		(2.1)	%	Total operating costs	421,381		374,944		12.4	%	842,768		791,260		6.5	%

Restructuring charge		—		4,008		*		—		4,008		*
Gain from pension liability adjustment		—		(2,045)		*		—		(2,045)		*

Lease termination charge														Lease termination charge	3,831		—		*		3,831		—		*
Operating profit	Operating profit	39,596		25,086		57.8	%	95,722		97,617		(1.9)	%	Operating profit	73,285		28,806		*		124,943		56,126		*
Other components of net periodic benefit costs	Other components of net periodic benefit costs	2,272		1,834		23.9	%	6,735		5,502		22.4	%	Other components of net periodic benefit costs	2,598		2,149		20.9	%	5,197		4,463		16.4	%

Interest income/(expense) and other, net		3,537		(755)		*		20,177		(3,572)		*
Interest income and other, net														Interest income and other, net	1,873		2,786		(32.8)	%	3,384		16,640		(79.7)	%
Income from continuing operations before income taxes	Income from continuing operations before income taxes	40,861		22,497		81.6	%	109,164		88,543		23.3	%	Income from continuing operations before income taxes	72,560		29,443		*		123,130		68,303		80.3	%
Income tax expense	Income tax expense	7,283		6,070		20.0	%	19,070		16,789		13.6	%	Income tax expense	18,243		5,781		*		27,704		11,787		*

Net income	Net income	33,578		16,427		*		90,094		71,754		25.6	%	Net income	54,317		23,662		*		95,426		56,516		68.8	%

Net income attributable to The New York Times Company common stockholders	Net income attributable to The New York Times Company common stockholders	$	33,578	$	16,427	*		$	90,094	$	71,754	25.6	%	Net income attributable to The New York Times Company common stockholders	$	54,317	$	23,662	*		$	95,426	$	56,516	68.8	%

* Represents a change equal to or in excess of 100% or not ~~meaningful~~meaningful.

2522

SUPPLEMENTAL FINANCIAL INFORMATION


	Second Quarter
	2021		2020		2021 vs 2020 % Change		2019		2021 vs 2019 % Change

Revenues
Digital	$	190,145	$	145,984	30.3	%	$	112,635	68.8	%
Print	149,072		147,205		1.3	%	157,821		(5.5)	%
Subscription revenues	339,217		293,189		15.7	%	270,456		25.4	%
Digital	70,995		39,531		79.6	%	58,026		22.4	%
Print	41,779		28,229		48.0	%	62,735		(33.4)	%
Advertising revenues	112,774		67,760		66.4	%	120,761		(6.6)	%
Other revenues	46,506		42,801		8.7	%	45,041		3.3	%
Total revenues	498,497		403,750		23.5	%	436,258		14.3	%
Operating costs
Cost of revenue (excluding depreciation and amortization)	251,358		229,913		9.3	%	244,939		2.6	%
Sales and marketing	53,555		39,605		35.2	%	62,280		(14.0)	%
Product development	39,699		30,983		28.1	%	25,526		55.5	%
General and administrative	62,283		58,812		5.9	%	50,400		23.6	%
Depreciation and amortization	14,486		15,631		(7.3)	%	15,180		(4.6)	%
Total operating costs	421,381		374,944		12.4	%	398,325		5.8	%
Lease termination charge	3,831		—		*		—		*
Operating profit	$	73,285	$	28,806	*		$	37,933	93.2	%

* Represents a change equal to or in excess of 100% or not meaningful.


	Six Months
	2021		2020		2021 vs 2020 % Change		2019		2021 vs 2019 % Change
Revenues
Digital	$	369,745	$	275,994	34.0	%	$	222,494	66.2	%
Print	298,556		302,629		(1.3)	%	318,772		(6.3)	%
Subscription revenues	668,301		578,623		15.5	%	541,266		23.5	%
Digital	130,491		90,689		43.9	%	113,569		14.9	%
Print	79,399		83,208		(4.6)	%	132,280		(40.0)	%
Advertising revenues	209,890		173,897		20.7	%	245,849		(14.6)	%
Other revenues	93,351		94,866		(1.6)	%	88,205		5.8	%
Total revenues	971,542		847,386		14.7	%	875,320		11.0	%
Operating costs
Cost of revenue (excluding depreciation and amortization)	502,355		473,397		6.1	%	484,125		3.8	%
Sales and marketing	113,708		113,389		0.3	%	137,094		(17.1)	%
Product development	78,642		61,985		26.9	%	49,433		59.1	%
General and administrative	118,860		111,673		6.4	%	102,039		16.5	%
Depreciation and amortization	29,203		30,816		(5.2)	%	30,098		(3.0)	%
Total operating costs	842,768		791,260		6.5	%	802,789		5.0	%
Lease termination charge	3,831		—		*		—		*
Operating profit	$	124,943	$	56,126	*		$	72,531	72.3	%

* Represents a change equal to or in excess of 100% or not meaningful.

Revenues

Subscription Revenues

Subscription revenues consist of revenues from subscriptions to our digital and print products (which include our news product, as well as our Games, ~~(previously Crossword),~~ Cooking and ~~audio~~Audm products), and single-copy and bulk sales of our print products (which represent less than ~~10%~~5% of these revenues). Subscription revenues are based on both the number of copies of the printed newspaper sold and digital-only subscriptions, and the rates charged to the respective customers.

2021 Compared with 2020

Subscription revenues increased ~~12.6%~~15.7% in the ~~third~~second quarter and ~~8.8%~~increased 15.5% in the first ~~nine~~six months of ~~2020~~2021 compared with the same prior-year ~~periods,~~periods. The increase in the second quarter and first six months was primarily due to year-over-year growth of ~~49.6%~~25.8% in the number of subscriptions to the Company’s ~~digital~~digital-only products as well as subscriptions graduating to higher prices from introductory promotional pricing. Subscription revenues also benefited from an increase in revenue from our domestic home delivery print subscription products during both periods, primarily due to an increase in home delivery prices.However, for the ~~continued focus on~~first six months of 2021 compared with the same prior-year period, the increase attributable to higher home delivery subscription prices was more than offset by a decrease in revenue from single-copy and bulk sales as a result of business closures, increased levels of remote working and reductions in travel due to the Covid-19 pandemic as well as ongoing secular trends.

Paid digital-only subscriptions totaled approximately 7,133,000 at the end of the second quarter of 2021, a net increase of 142,000 subscriptions compared with the end of the first quarter of 2021 and a net increase of 1,463,000 compared with the end of the second quarter of 2020. We experienced significant growth in the number of subscriptions to our ~~digital pricing strategy which included price increases~~digital-only products in 2020, and we do not expect the 2020 growth rate to be sustainable or indicative of results for future periods. Net subscription additions for our ~~most tenured subscribers.~~digital-only products were modest in the second quarter of 2021, especially in comparison to the significant growth in the number of subscriptions we saw in the second quarter of 2020 at the beginning of the Covid-19 pandemic. In the second quarter, which is traditionally our slowest quarter of the year for net digital subscription additions, we saw improvement in net additions each month during the quarter since a low in March. We expect total net subscription additions in 2021 to be in the range of the number of total net subscription additions in 2019, although it remains difficult to predict with precision.

Digital-only news product subscriptions totaled approximately 5,334,000 at the end of the second quarter of 2021, a 77,000 net increase compared with the end of the first quarter of 2021 and a 944,000 increase compared with the end of the second quarter of 2020. Other product subscriptions (which include our Games, Cooking and Audm products) totaled approximately 1,799,000 at the end of the second quarter of 2021, an increase of 65,000 subscriptions compared with the end of the first quarter of 2021 and an increase of 519,000 subscriptions compared with the end of the second quarter of 2020.

Print domestic home delivery subscriptions totaled approximately 803,000 at the end of the second quarter of 2021, a net decrease of 22,000 compared with the end of the first quarter of 2021 and a net decrease of 37,000 compared with the end of the second quarter of 2020.

2021 Compared with 2019

Subscription revenues increased 25.4% in the second quarter and increased 23.5% in the first six months of 2021 compared with the same prior-year periods in 2019. The ~~increases~~increase in ~~both periods~~the second quarter and first six months of 2021 was primarily due to year-over-year growth of 88.7% in the number of subscriptions to the Company’s digital-only products. These increases were partially offset by a decrease in print subscription revenue ~~attributable to lower~~from single-copy and bulk sales ~~primarily~~ as a result of business closures, increased levels of remote working and reductions in travel due to the ~~COVID-19~~Covid-19 pandemic as well as ~~fewer subscriptions, partially offset by an increase~~secular trends. Single-copy and bulk sales decreased 38.9% and 38.8% in ~~home delivery prices. The third quarter was the first full quarter in which digital-only subscription revenue exceeded print subscription revenue.~~

~~Paid digital-only subscriptions totaled approximately 6,063,000 at the end of the third quarter of 2020, a net increase of 393,000 subscriptions compared with the end of~~ the second quarter ~~of 2020~~ and ~~a net increase of 2,010,000 compared with~~ the ~~end of the third quarter of 2019. The significant rate of year-over-year growth in our digital subscriptions that continued, although moderated, from the early~~first six months, of the COVID-19 pandemic is attributable in part to an increase in traffic given the news environment, as well as a change made to the digital access model last year, which requires users to register and log in to access most of our content.respectively.

Digital-only news product subscriptions totaled approximately 4,665,000 at the end of the third quarter of 2020, a 275,000 net increase compared with the end of the second quarter of 2020 and a 1,468,000 increase compared with the end of the third quarter of 2019. Other product subscriptions (which include our Games, Cooking and audio products) totaled approximately 1,398,000 at the end of the third quarter of 2020, an increase of 118,000 subscriptions compared with the end of the second quarter of 2020 and an increase of 542,000 subscriptions compared with the end of the third quarter of 2019.

Print domestic home delivery subscriptions totaled approximately 831,000 at the end of the third quarter of 2020, relatively flat compared with the end of the second quarter of 2020 and a net decrease of 34,000 compared with the end of the third quarter of 2019. The year-over-year decrease is a result of secular declines.

2624

The following table summarizes digital and print subscription revenues for the ~~third~~second quarters and first ~~nine~~six months of ~~2020~~2021 and ~~2019:~~2020:


		For the Quarters Ended						For the Nine Months Ended							For the Quarters Ended						For the Six Months Ended
(In thousands)	(In thousands)	September 27, 2020		September 29, 2019		% Change		September 27, 2020		September 29, 2019		% Change		(In thousands)	June 27, 2021		June 28, 2020		% Change		June 27, 2021		June 28, 2020		% Change
Digital-only subscription revenues:	Digital-only subscription revenues:													Digital-only subscription revenues:
News product subscription revenues(1)	News product subscription revenues(1)	$	140,740	$	107,009	31.5	%	$	392,620	$	313,785	25.1	%	News product subscription revenues(1)	$	170,893	$	132,922	28.6	%	$	332,181	$	251,880	31.9	%
Other product subscription revenues(2)	Other product subscription revenues(2)	14,546		8,855		64.3	%	38,660		24,573		57.3	%	Other product subscription revenues(2)	19,252		13,062		47.4	%	37,564		24,114		55.8	%
Subtotal digital-only subscription revenues	Subtotal digital-only subscription revenues	155,286		115,864		34.0	%	431,280		338,358		27.5	%	Subtotal digital-only subscription revenues	190,145		145,984		30.3	%	369,745		275,994		34.0	%
Print subscription revenues:	Print subscription revenues:													Print subscription revenues:
Domestic home delivery subscription revenues(3)	Domestic home delivery subscription revenues(3)	129,912		126,769		2.5	%	396,620		395,011		0.4	%	Domestic home delivery subscription revenues(3)	134,755		132,971		1.3	%	269,150		266,708		0.9	%
Single-copy, NYT International and other subscription revenues(4)	Single-copy, NYT International and other subscription revenues(4)	15,752		24,669		(36.1)	%	51,673		75,199		(31.3)	%	Single-copy, NYT International and other subscription revenues(4)	14,317		14,234		0.6	%	29,406		35,921		(18.1)	%
Subtotal print subscription revenues	Subtotal print subscription revenues	145,664		151,438		(3.8)	%	448,293		470,210		(4.7)	%	Subtotal print subscription revenues	149,072		147,205		1.3	%	298,556		302,629		(1.3)	%
Total subscription revenues	Total subscription revenues	$	300,950	$	267,302	12.6	%	$	879,573	$	808,568	8.8	%	Total subscription revenues	$	339,217	$	293,189	15.7	%	$	668,301	$	578,623	15.5	%
(1) Includes revenues from subscriptions to the Company’s news product. News product subscription packages that include access to the Company’s Games and Cooking products are also included in this category.	(1) Includes revenues from subscriptions to the Company’s news product. News product subscription packages that include access to the Company’s Games and Cooking products are also included in this category.													(1) Includes revenues from subscriptions to the Company’s news product. News product subscription packages that include access to the Company’s Games and Cooking products are also included in this category.
(2) Includes revenues from standalone subscriptions to the Company’s Games, Cooking and audio products.
(3) Includes free access to some or all of the Company’s digital products.
(2) Includes revenues from standalone subscriptions to the Company’s Games, Cooking and Audm products.														(2) Includes revenues from standalone subscriptions to the Company’s Games, Cooking and Audm products.
(3) Includes free access to some of the Company’s digital products.														(3) Includes free access to some of the Company’s digital products.
(4) NYT International is the international edition of our print newspaper.	(4) NYT International is the international edition of our print newspaper.													(4) NYT International is the international edition of our print newspaper.

The following table summarizes digital and print subscriptions as of the end of the ~~third~~second quarters of ~~2020~~2021 and ~~2019:~~2020:


		For the Quarters Ended					Quarters Ended
(In thousands)	(In thousands)	September 27, 2020	September 29, 2019	% Change		(In thousands)	June 27, 2021	June 28, 2020	% Change
Digital-only subscriptions:	Digital-only subscriptions:					Digital-only subscriptions:
News product subscriptions(1)	News product subscriptions(1)	4,665	3,197	45.9	%	News product subscriptions(1)	5,334	4,390	21.5	%
Other product subscriptions(2)	Other product subscriptions(2)	1,398	856	63.3	%	Other product subscriptions(2)	1,799	1,280	40.5	%
Subtotal digital-only subscriptions	Subtotal digital-only subscriptions	6,063	4,053	49.6	%	Subtotal digital-only subscriptions	7,133	5,670	25.8	%
Print subscriptions	Print subscriptions	831	865	(3.9)	%	Print subscriptions	803	840	(4.4)	%
Total subscriptions	Total subscriptions	6,894	4,918	40.2	%	Total subscriptions	7,936	6,510	21.9	%

(1) Includes subscriptions to the Company’s news product. News product subscription packages that include access to the Company’s Games and Cooking products are also included in this category.	(1) Includes subscriptions to the Company’s news product. News product subscription packages that include access to the Company’s Games and Cooking products are also included in this category.					(1) Includes subscriptions to the Company’s news product. News product subscription packages that include access to the Company’s Games and Cooking products are also included in this category.
(2) Includes standalone subscriptions to the Company’s Games, Cooking and audio products. During the first quarter of 2020, the Company acquired a subscription-based audio product. Approximately 20,000 of the audio product’s subscriptions were included in the Company’s digital-only other product subscriptions at the time of acquisition.
(2) Includes standalone subscriptions to the Company’s Games, Cooking and Audm products.						(2) Includes standalone subscriptions to the Company’s Games, Cooking and Audm products.

2725

We believe that the significant growth over the last several years in subscriptions to our products demonstrates the success of our “subscription-first” strategy and the willingness of our readers to pay for high-quality journalism. The following charts illustrate the ~~acceleration~~growth in net digital-only subscription additions and corresponding subscription revenues as well as the relative stability of our print domestic home delivery subscription products since the launch of the digital pay model in 2011.

(1) Amounts may not add due to rounding.

(2) Print domestic home delivery subscriptions include free access to some ~~or all~~ of our digital products.

(3) Print Other includes single-copy, NYT International and other subscription revenues.

Note: Revenues for 2012 and 2017 include the impact of an additional week.

2826

Advertising Revenues

. Advertising ~~revenues are~~revenue is primarily determined by the volume (e.g., impressions), rate and mix of advertisements. Digital advertising includes our core digital advertising business and other digital advertising. Our core digital advertising business includes ~~advertising on websites,~~direct-sold website, mobile ~~applications, podcasts, emails~~application, podcast, email and ~~videos.~~video advertisements. Direct-sold display advertising, a component of core digital advertising, includes offerings on websites and mobile applications sold directly to marketers by our advertising sales teams. Other digital advertising includes ~~open market~~open-market programmatic advertising and creative services ~~fees and advertising revenue generated by Wirecutter, our product review and recommendation website.~~fees. Print advertising includes revenue from column-inch ads and classified advertising, including line-ads as well as preprinted advertising, also known as freestanding inserts.

The following table summarizes digital and print advertising revenues for the ~~third~~second quarters and first ~~nine~~six months of ~~2020~~2021 and ~~2019:~~2020:


		For the Quarters Ended						For the Nine Months Ended							For the Quarters Ended						For the Six Months Ended
(In thousands)	(In thousands)	September 27, 2020		September 29, 2019		% Change		September 27, 2020		September 29, 2019		% Change		(In thousands)	June 27, 2021		June 28, 2020		% Change		June 27, 2021		June 28, 2020		% Change
Advertising revenues:	Advertising revenues:													Advertising revenues:
Digital	Digital	$	47,763	$	54,653	(12.6)	%	$	138,452	$	168,222	(17.7)	%	Digital	$	70,995	$	39,531	79.6	%	$	130,491	$	90,689	43.9	%
Print	Print	31,490		58,878		(46.5)	%	114,698		191,158		(40.0)	%	Print	41,779		28,229		48.0	%	79,399		83,208		(4.6)	%
Total advertising	Total advertising	$	79,253	$	113,531	(30.2)	%	$	253,150	$	359,380	(29.6)	%	Total advertising	$	112,774	$	67,760	66.4	%	$	209,890	$	173,897	20.7	%

2021 Compared with 2020

Digital advertising revenues, which represented ~~60.3%~~63.0% of total advertising revenues in the ~~third~~second quarter of ~~2020, declined $6.9~~2021, increased $31.5 million, or ~~12.6%~~79.6%, to ~~$47.8~~$71.0 million compared with ~~$54.7~~$39.5 million in the same prior-year ~~period~~period. The increase was primarily driven by ~~a decrease~~higher direct-sold advertising, including traditional display and podcasts, as well as the impact of the comparison to weak digital advertising revenues in ~~creative service fees.~~the prior year period caused by reduced advertiser spending during the start of the Covid-19 pandemic. Core digital advertising revenue increased ~~$0.4~~$27.6 million due to growth in direct-sold display advertising and podcast ~~and email~~ advertising ~~revenue, which was partially offset by a decrease in revenues attributed to direct-sold display.~~revenues. Direct-sold display impressions ~~declined 23%~~increased 77%, while the average rate grew ~~18%~~24%. Other digital advertising revenue ~~decreased $7.3~~increased $3.9 million, asprimarily due to a ~~result of the discontinuation of our HelloSociety and Fake Love~~78% increase in creative services ~~businesses,~~fees, as well as ~~lower creative services demand due to the COVID-19 pandemic. Open market~~a 12.3% increase in open-market programmatic advertising ~~revenue was flat, as~~revenue. Programmatic impressions ~~increased~~decreased by ~~25%~~47%, while the average rate ~~decreased 17%. Overall display advertising impressions~~ increased ~~71% as a result of an increase in traffic to our products, which were primarily filled by programmatic impressions.~~107%.

Digital advertising revenues, which represented ~~54.7%~~62.2% of total advertising revenues in the first ~~nine~~six months of ~~2020, declined $29.8~~2021, increased $39.8 million, or ~~17.7%~~43.9%, to ~~$138.5~~$130.5 million compared with ~~$168.2~~$90.7 million in the same prior-year ~~period~~period. The increase was primarily driven by ~~a decrease~~higher direct-sold advertising, including traditional display and podcasts, as well as the impact of the comparison to weak digital advertising revenues in ~~creative services and direct-sold display.~~the prior year period caused by reduced advertiser spending during the start of the Covid-19 pandemic. Core digital advertising revenue ~~decreased $10.2~~increased $37.1 million due to growth in direct-sold display advertising revenue and podcast advertising revenues. Direct-sold display impressions increased 16%, while the average rate grew 31%. Other digital advertising revenue increased $2.7 million, primarily due to a ~~19% decline~~31% increase in ~~direct-sold display~~creative services fees. Open-market programmatic advertising revenue ~~partially offset~~was flat to prior year as programmatic impressions decreased by a 19% increase in podcast revenues. Direct-sold display impressions declined 15%, while average rate grew 5%. Other digital advertising declined $19.6 million as a result of the discontinuation of HelloSociety and Fake Love creative services business, as well as lower demand for creative services due to the COVID-19 pandemic. This decline was partially offset by growth in open market programmatic advertising, as impressions increased by 51%, while39% offsetting the average rate ~~decreased 30%. Overall display advertising impressions increased 103% as a result~~increase of ~~an increase in traffic to our products, which were primarily filled by programmatic impressions.~~63%.

Print advertising revenues, which represented ~~39.7%~~37.0% of total advertising revenues in the ~~third~~second quarter of ~~2020, declined $27.4~~2021, increased $13.6 million, or ~~46.5%~~48.0%, to ~~$31.5~~$41.8 million compared with ~~$58.9~~$28.2 million in the same prior-year period. Print advertising revenues, which represented ~~45.3%~~37.8% of total advertising revenues in the first ~~nine~~six months of ~~2020,~~2021, declined ~~$76.5~~$3.8 million, or ~~40.0%~~4.6%, to ~~$114.7~~$79.4 million compared with ~~$191.2~~$83.2 million in the same ~~prior year~~prior-year period. The ~~decline~~increase in ~~both periods~~the second quarter of 2021 was ~~driven~~primarily in the luxury, media and technology categories, largely due to the impact of the comparison to weak print advertising revenues in the second quarter of 2020 caused by ~~lower demand as~~reduced advertiser spending by businesses negatively impacted by the ~~COVID-19 pandemic further accelerated~~start of the Covid-19 pandemic. The increase in the second quarter of 2021 was partially offset by secular trends. The decline in ~~print advertising revenue in~~ the ~~third quarter~~first six months of ~~2020 was primarily in the luxury, entertainment, media and home furnishings categories. The decline in print advertising revenue~~2021 reflected reduced spending in the first ~~nine months~~quarter of ~~2020 was~~2021 on print advertising by businesses negatively impacted by the Covid-19 pandemic and secular trends, partially offset by higher print advertising revenues in the second quarter of 2021 due to the impact of the comparison to weak print advertising revenues in the second quarter of 2020. Decreases, primarily in the entertainment, ~~luxury,~~travel and real estate categories were partially offset by an increase in the media category. We expect reduced advertising spending by these businesses, along with secular trends, to continue to adversely affect our print advertising revenues. Some of our print advertising revenues may not return to pre-pandemic levels once economic conditions improve.

2021 Compared with 2019

Digital advertising revenues for the second quarter of 2021 increased $13.0 million, or 22.4%, to $71.0 million compared with $58.0 million in the second quarter of 2019. The increase was primarily driven by higher direct-sold advertising, including traditional display and ~~home furnishings categories.~~podcasts. Core digital advertising revenue increased $18.5 million due to growth in podcast advertising revenues and direct-sold display advertising revenues. Direct-sold display impressions increased 13%, while the average rate grew 24%. Other digital advertising revenue decreased $5.5 million, primarily due to the closure of our HelloSociety and Fake Love digital marketing agencies, partially offset by a 4.0% increase in open-market programmatic advertising revenue. Programmatic impressions decreased by 24%, while the average rate increased 31%.

Digital advertising revenues for the first six months of 2021 increased $16.9 million, or 14.9%, to $130.5 million compared with $113.6 million in the first six months of 2019. The increase was primarily driven by higher direct-sold advertising, including traditional display and podcasts. Core digital advertising revenue increased $26.5 million due to growth in podcast advertising revenues and direct-sold display advertising revenue. Direct-sold display impressions decreased 4%, while the average rate grew 25%. Other digital advertising revenue decreased $9.6 million, primarily due to the closure of our HelloSociety and Fake Love digital marketing agencies, partially offset by a 7.2% increase in open-market programmatic advertising revenue. Programmatic impressions decreased by 3%, while the average rate increased 10%.

Print advertising revenues for the second quarter of 2021 declined $20.9 million, or 33.4%, to $41.8 million compared with $62.7 million in the same period of 2019. Print advertising revenues for the first six months of 2021 declined $52.9 million, or 40.0%, to $79.4 million compared with $132.3 million in the same period of 2019. The declines in both periods reflected reduced spending on print advertising by businesses negatively impacted by the Covid-19 pandemic as well as continued secular trends.

Other Revenues

Other revenues primarily consist of revenues from licensing, Wirecutter affiliate referrals, ~~from Wirecutter,~~ the leasing of floors in the Company Headquarters, commercial printing, retail commerce, television and film, ~~retail commerce~~our student subscription sponsorship program and ~~NYT Live (our~~our live events ~~business). Building rental revenue consists of revenue from the lease of floors in our Company Headquarters, which totaled $7.1 million~~business.

2021 Compared with 2020

~~and $7.9 million~~Other revenues increased 8.7% in the ~~third quarters~~second quarter of ~~2020~~2021 and ~~2019, respectively, and $22.3 million and $23.0 million~~decreased 1.6% in the first ~~nine~~six months of ~~2020 and 2019, respectively.~~

~~Other revenues decreased 2.0% in the third quarter of 2020 and increased 4.2% in the first nine months of 2020,~~2021, compared with the same prior-year periods. The increase in the second quarter of 2021 was primarily a result of higher Wirecutter affiliate referral revenues. The decrease in the ~~third quarter~~first six months of ~~2020~~2021 was primarily a result of fewer television episodes as well as lower ~~revenues from~~building rental revenue, live events revenue and commercial printing ~~and live events. These declines were~~revenue, partially offset by higher Wirecutter affiliate referral revenues.

Building rental revenue from the leasing of floors in the Company Headquarters totaled $6.6 million and $7.3 million in the second quarters of 2021 and 2020, respectively, and $12.8 millionand $15.2 million in the first six months of 2021 and 2020, respectively.

2021 Compared with 2019

Other revenues increased 3.3% in the second quarter of 2021 and increased 5.8% in the first six months, compared with the same periods in 2019. The increase in the second quarter of 2021 was primarily a result of higher Wirecutter affiliate referral revenues and licensing revenue related to Facebook News, partially offset by fewer television episodes and ~~affiliate referral revenue related to Wirecutter.~~lower live events and commercial printing revenue. The increase in ~~other revenues for~~ the first ~~nine~~six months of ~~2020~~2021 was primarily ~~resulted from~~a result of higher Wirecutter affiliate referral revenues and licensing revenue related to Facebook News, ~~and affiliate referral revenue related to Wirecutter,~~ partially offset by ~~a decline in revenues from~~lower live events revenue, lower commercial printing revenue and ~~live events.~~fewer television episodes.

Operating Costs

As noted above, effective with the quarter ended March 29, 2020, the Company changed the Operating costs captions on its Condensed Consolidated Statement of Operations. See Note 15 of the Notes to the Condensed Consolidated Financial Statements for more detail.

Operating costs were as follows:


		For the Quarters Ended						For the Nine Months Ended							For the Quarters Ended						For the Six Months Ended
(In thousands)	(In thousands)	September 27, 2020		September 29, 2019		% Change		September 27, 2020		September 29, 2019		% Change		(In thousands)	June 27, 2021		June 28, 2020		% Change		June 27, 2021		June 28, 2020		% Change
Operating costs:	Operating costs:													Operating costs:
Cost of revenue (excluding depreciation and amortization)	Cost of revenue (excluding depreciation and amortization)	$	235,900	$	245,100	(3.8)	%	$	709,719	$	729,654	(2.7)	%	Cost of revenue (excluding depreciation and amortization)	$	251,358	$	229,913	9.3	%	$	502,355	$	473,397	6.1	%
Sales and marketing	Sales and marketing	50,627		64,218		(21.2)	%	164,040		201,327		(18.5)	%	Sales and marketing	53,555		39,605		35.2	%	113,708		113,389		0.3	%
Product development	Product development	34,102		26,669		27.9	%	95,641		75,658		26.4	%	Product development	39,699		30,983		28.1	%	78,642		61,985		26.9	%
General and administrative	General and administrative	51,118		50,015		2.2	%	162,791		152,054		7.1	%	General and administrative	62,283		58,812		5.9	%	118,860		111,673		6.4	%
Depreciation and amortization	Depreciation and amortization	15,552		15,450		0.7	%	46,368		45,548		1.8	%	Depreciation and amortization	14,486		15,631		(7.3)	%	29,203		30,816		(5.2)	%
Total operating costs	Total operating costs	$	387,299	$	401,452	(3.5)	%	$	1,178,559	$	1,204,241	(2.1)	%	Total operating costs	$	421,381	$	374,944	12.4	%	$	842,768	$	791,260	6.5	%

Cost of Revenue (excluding depreciation and amortization)

Cost of revenue includes all costs related to content creation, subscriber and advertiser servicing, and print production and distribution as well as infrastructure costs related to delivering digital content, which include all cloud and cloud-related costs as well as compensation for employees that enhance and maintain our platforms.

2021 Compared with 2020

Cost of revenue ~~decreased~~increased in the ~~third~~second quarter of 2021 by $21.4 million, or 9.3%, compared with the second quarter of 2020, ~~by $9.2 million compared with the third quarter of 2019,~~ largely due to higher journalism costs of $17.9 million, higher subscriber servicing costs of $2.9 million, and higher advertising servicing costs of $2.8 million. The increases were partially offset by lower print production and distribution costs of ~~$13.5~~$2.5 million. The increase in journalism costs was largely driven by growth in the number of employees in the newsroom, Games, Cooking and audio, costs in connection with the production of audio content and a higher incentive compensation accrual. The increase in subscriber servicing costs was primarily due to higher credit card processing fees and third-party commissions due to increased subscriptions. Advertising servicing costs increased primarily due to higher incentive compensation and higher outside services costs. The decrease in print production and distribution costs was largely due to lower outside printing and distribution costs.

Cost of revenue increased in the first six months of 2021 by $29.0 million, ~~and lower advertising~~or 6.1%, compared with the first six months of 2020, largely due to higher journalism costs of $27.1 million, higher subscriber servicing costs of ~~$7.9~~$7.6 million, ~~which were partially offset by~~and higher digital content delivery costs of ~~$5.1 million, higher~~$4.2 million. The increases were partially offset by lower print production and distribution costs of $11.7 million. The increase in journalism costs was largely driven by growth in the number of ~~$4.1 million~~employees in the newsroom, Games, Cooking and audio, costs in connection with the production of audio content and a higher incentive compensation accrual. This cost growth was partially offset by lower content creation costs as a result of fewer television episodes. The increase in subscriber servicing costs ~~of $3.0 million.~~was primarily due to higher credit card processing fees and third-party commissions due to increased subscriptions. Digital content delivery costs increased due to a higher incentive compensation accrual and higher cloud storage costs. The decrease in print production and distribution costs was largely due to lower newsprint consumption and pricing, as well as lower outside printing and distribution costs. ~~The decrease~~

2021 Compared with 2019

Cost of revenue increased in ~~advertising~~the second quarter of 2021 by $6.4 million, or 2.6%, compared with the second quarter of 2019, largely due to higher journalism costs of $19.8 million, higher subscriber servicing costs ~~was due to lower creative services revenues, as well as lower volume~~ of ~~campaigns~~$5.7 million, and ~~live events. Higher~~higher digital content delivery costs of $5.3 million. The increases were ~~due to a growth in the number~~partially offset by lower print production and distribution costs of ~~employees to support cloud related operations, content creation~~$20.0 million and ~~delivery systems and higher cloud storage costs.~~lower advertising servicing costs of $4.4 million. The increase in journalism costs was largely driven by ~~an increase~~growth in the number of employees in the newsroom, ~~employees, partially offset by lower~~Games, Cooking and audio, costs ~~related to our television series.~~in connection with the production of audio content and a higher incentive compensation accrual. The increase in subscriber servicing costs was primarily due to higher credit card processing fees and third-party commissions due to increased subscriptions. Digital content delivery costs increased due to an increase in the number of employees and higher cloud-related costs. The decrease in print production and distribution costs was largely due to lower distribution costs, lower newsprint consumption and pricing, and lower outside printing costs. Advertising servicing costs decreased primarily as a result of the closure of our HelloSociety and Fake Love digital marketing agencies, as well as lower volume of creative services campaigns and live events.

Cost of revenue ~~decreased~~increased in the first ~~nine~~six months of ~~2020~~2021 by ~~$19.9~~$18.2 million, or 3.8%, compared with the first ~~nine~~six months of 2019, largely due to higher journalism costs of $42.8 million, higher subscriber servicing costs of $11.8 million, and higher digital content delivery costs of $11.5 million. The increases were partially offset by lower print production and distribution costs of ~~$41.9~~$40.0 million and lower advertising ~~servicing~~ costs of ~~$17.4 million, which were partially offset by higher journalism costs of $19.8 million, higher digital content delivery costs of $12.4 million and higher subscriber servicing costs of $7.2~~$7.8 million. ~~The decreases in print production and distribution costs and in advertising servicing costs were largely due to the factors identified above.~~ The increase in journalism costs was largely driven by ~~an increase~~growth in the number of employees in the newsroom, ~~employees. Higher digital~~Games, Cooking and audio, costs in connection with the production of audio content ~~delivery~~ and a higher incentive compensation accrual. The increase in subscriber servicing costs ~~were~~was primarily due to higher credit card processing fees and third-party commissions due to increased subscriptions. Digital content delivery costs increased due to growth in the number of employees and higher cloud storage costs. The decrease in print production and distribution costs was largely due to fewer print copies produced and lower newsprint pricing, as well as lower distribution costs and outside printing costs. Advertising servicing costs decreased primarily as a result of the ~~factors identified above.~~

closure of our HelloSociety and Fake Love digital marketing agencies as well as fewer live events.

Sales and Marketing

Sales and marketing includes costs related to the Company’s marketing efforts as well as advertising sales costs.

2021 Compared with 2020

Sales and marketing costs in the ~~third~~second quarter of 2021 increased by $14.0 million, or 35.2%, compared with the second quarter of 2020, ~~decreased by $13.6 million compared with~~primarily due to higher subscription-related media spending, which the ~~third quarter~~Company had reduced during the start of ~~2019, due primarily to lower media expenses and advertising sales costs.~~the Covid-19 pandemic.

Sales and marketing costs ~~decreased~~ in the first ~~nine~~six months of ~~2020 by $37.3 million~~2021 remained relatively flat compared with the first ~~nine~~six months of ~~2019, primarily as a result of the factors identified above.~~2020. The increase in marketing costs resulting from higher subscription-related media expenses was partially offset by lower advertising sales costs.

Media expenses, a component of sales and marketing costs that represents the cost to promote our subscription business, ~~decreased~~increased to ~~$27.3~~$29.0 million in the ~~third~~second quarter of 2021 from $16.5 million in the second quarter of 2020 ~~from $35.9~~and increased to $64.9 million in the ~~third~~first six months of 2021 from $61.9 million in the first six months of 2020 as the Company increased its marketing spend.

2021 Compared with 2019

Sales and marketing costs in the second quarter of 2021 decreased by $8.7 million, or 14.0%, compared with the second quarter of 2019, primarily as a result of the closure of our HelloSociety and Fake Love digital marketing agencies and lower media expenses.

Sales and marketing costs in the first six months of 2021 decreased by $23.4 million, or 17.1%, compared with the first six months of 2019. The decrease in sales and marketing costs are primarily a result of the factors identified above.

Media expenses decreased to $29.0 million in the second quarter of 2021 from $33.9 million in the second quarter of 2019 and decreased to ~~$89.2~~$64.9 million in the first ~~nine~~six months of ~~2020~~2021 from ~~$114.6~~$78.7 million in the first ~~nine~~six months of 2019 as the Company reduced its marketing spend during the ~~COVID-19~~Covid-19 pandemic.

Product Development

Product development includes costs associated with the Company’s investment into developing and enhancing new and existing product technology, including engineering, product development and data insights.

2021 Compared with 2020

Product development costs in the ~~third~~second quarter of ~~2020~~2021 increased by ~~$7.4~~$8.7 million, or 28.1%, compared with the ~~third~~second quarter of ~~2019,~~2020, largely due to growth in the number of digital product development employees in connection with digital subscription strategic ~~initiatives.~~initiatives as well as a higher incentive compensation accrual.

Product development costs in the first ~~nine~~six months of ~~2020~~2021 increased by ~~$20.0~~$16.7 million, or 26.9%, compared with the first ~~nine~~six months of 2020, largely due to the factors identified above.

2021 Compared with 2019

Product development costs in the second quarter of 2021 increased by $14.2 million, or 55.5%, compared with the second quarter of 2019, largely due to growth in the number of digital product development employees to support our digital subscription strategic initiatives as well as a higher incentive compensation accrual.

Product development costs in the first six months of 2021 increased by $29.2 million, or 59.1%, compared with the first six months of 2019, ~~primarily as a result of~~largely due to the factors identified above.

General and Administrative Costs

General and administrative costs ~~includes~~include general management, corporate enterprise technology, building operations, unallocated overhead costs, severance and multiemployer pension plan withdrawal costs.

2021 Compared with 2020

General and administrative costs in the ~~third~~second quarter of 2021 increased by $3.5 million, or 5.9%, compared with the second quarter of 2020, ~~increased by $1.1 million compared with the third quarter of 2019,~~ primarily ~~as a result of~~due to growth in the number of employees, ~~as well as~~ higher outside services ~~costs.~~and a higher incentive compensation accrual, partially offset by severance expense in the second quarter of 2020 compared with no expense in the second quarter of 2021.

General and administrative costs in the first ~~nine~~six months of ~~2020~~2021 increased by ~~$10.7~~$7.2 million, or 6.4%, compared with the first ~~nine~~six months of ~~2019,~~2020, primarily asdue to a ~~result of severance,~~higher incentive compensation accrual, higher outside services and growth in the number of employees, ~~as well as~~partially offset by a severance charge in the second quarter of 2020, a favorable fair market value adjustment in 2021, and lower building operations and maintenance costs in 2021.

2021 Compared with 2019

General and administrative costs in the second quarter of 2021 increased by $11.9 million, or 23.6%, compared with the second quarter of 2019, primarily due to growth in the number of employees, mainly in the enterprise technology and human resources departments in support of employee growth in other areas, higher outside services ~~costs.~~and a higher incentive compensation accrual.

General and administrative costs in the first six months of 2021 increased by $16.8 million, or 16.5%, compared with the first six months of 2019, largely due to the factors identified above, partially offset by a favorable fair market value adjustment.

Depreciation and Amortization

2021 Compared with 2020

Depreciation and amortization costs in the ~~third~~second quarter and first ~~nine~~six months of ~~2020 remained relatively flat~~2021 decreased $1.1 million, or 7.3%, and $1.6 million, or 5.2%, respectively, compared with the same prior-year ~~periods.~~period. The decrease in both periods is due to lower depreciation of software assets.

~~Other Items~~2021 Compared with 2019

Depreciation and amortization costs in the second quarter and first six months of 2021 compared with the same periods in 2019 were flat.

See Note 7 of the Notes to the Condensed Consolidated Financial Statements for additional information regarding other items.

NON-OPERATING ITEMS

Other Components of Net Periodic Benefit Costs

See Note 9 of the Notes to the Condensed Consolidated Financial Statements for information regarding other components of net periodic benefit costs.

Interest ~~Income/(expense)~~Income and other, net

See Note 7 of the Notes to the Condensed Consolidated Financial Statements for information regarding interest income/(expense) and other, net.

Income Taxes

See Note 10 of the Notes to the Condensed Consolidated Financial Statements for information regarding income taxes.

Non-GAAP Financial Measures

We have included in this report certain supplemental financial information derived from consolidated financial information but not presented in our financial statements prepared in accordance with GAAP. Specifically, we have referred to the following non-GAAP financial measures in this report:

•diluted earnings per share from continuing operations excluding severance, non-operating retirement costs and the impact of special items (or adjusted diluted earnings per share from continuing operations);

•operating profit before depreciation, amortization, severance, multiemployer pension plan withdrawal costs and special items (or adjusted operating profit); and

•operating costs before depreciation, amortization, severance and multiemployer pension plan withdrawal costs (or adjusted operating costs).

The special item in 2021 consisted of:

•a $3.8 million charge ($2.8 million or $0.02 per share after tax) in the second quarter resulting from the termination of a tenant’s lease in our headquarters building.

The special item in 2020 consisted of:

•a $10.1 million gain ($7.4 million after tax or ~~$.04~~$0.04 per share) in the first quarter related to a non-marketable equity investment transaction. The gain is comprised of $2.5 million realized gain due to the partial sale of the investment and ana $7.6 million unrealized gain due to the mark to market of the remaining investment, and is included in Interest ~~income/(expense)~~income and other, net in our Condensed Consolidated Statements of Operations.

~~The~~There were no special items in ~~2019 consisted of:~~

•a $4.0 million charge ($3.0 million after tax or $.02 per share) related to restructuring charges, including impairment and severance charges related to the closure of our digital marketing agency, HelloSociety, LLC; and

•~~a $2.0 million gain ($1.5 million after tax or $.01 per share) from a multiemployer pension plan liability adjustment.~~2019.

We have included these non-GAAP financial measures because management reviews them on a regular basis and uses them to evaluate and manage the performance of our operations. We believe that, for the reasons outlined below, these non-GAAP financial measures provide useful information to investors as a supplement to reported diluted earnings/(loss) per share from continuing operations, operating profit/(loss) and operating costs. However, these measures should be evaluated only in conjunction with the comparable GAAP financial measures and should not be viewed as alternative or superior measures of GAAP results.

Adjusted diluted earnings per share provides useful information in evaluating the Company’s period-to-period performance because it eliminates items that the Company does not consider to be indicative of earnings from ongoing operating activities. Adjusted operating profit is useful in evaluating the ongoing performance of the Company’s businesses as it excludes the significant non-cash impact of depreciation and amortization as well as items not indicative of ongoing operating activities. Total operating costs include depreciation, amortization, severance and multiemployer pension plan withdrawal costs. Total operating costs, excluding these items, provide investors with helpful supplemental information on the Company’s underlying operating costs that is used by management in its financial and operational decision-making.

Management considers special items, which may include impairment charges, pension settlement charges and other items that arise from time to time, to be outside the ordinary course of our operations. Management believes that excluding these items provides a better understanding of the underlying trends in the Company’s operating performance and allows more accurate comparisons of the Company’s operating results to historical performance. In addition, management excludes severance costs, which may fluctuate significantly from quarter to quarter, because it believes these costs do not necessarily reflect expected future operating costs and do not contribute to a meaningful comparison of the Company’s operating results to historical performance.

Included in our non-GAAP financial measures are non-operating retirement costs which are primarily tied to financial market performance and changes in market interest rates and investment performance. Management considers non-operating retirement costs to be outside the performance of the business and believes that presenting adjusted diluted earnings per share from continuing operations excluding non-operating retirement costs and presenting adjusted operating results excluding multiemployer pension plan withdrawal costs, in addition to the Company’s GAAP diluted earnings per share from continuing

operations and GAAP operating results, provide increased transparency and a better understanding of the underlying trends in the Company’s operating business performance.

Reconciliations of these non-GAAP financial measures to the most directly comparable GAAP measures are set out in the tables below.


Reconciliation of diluted earnings per share from continuing operations excluding severance, non-operating retirement costs and special items (or adjusted diluted earnings per share from continuing operations)	Reconciliation of diluted earnings per share from continuing operations excluding severance, non-operating retirement costs and special items (or adjusted diluted earnings per share from continuing operations)													Reconciliation of diluted earnings per share from continuing operations excluding severance, non-operating retirement costs and special items (or adjusted diluted earnings per share from continuing operations)
		For the Quarters Ended						For the Nine Months Ended							For the Quarters Ended						For the Six Months Ended
		September 27, 2020		September 29, 2019		% Change		September 27, 2020		September 29, 2019		% Change			June 27, 2021		June 28, 2020		% Change		June 27, 2021		June 28, 2020		% Change
Diluted earnings per share from continuing operations	Diluted earnings per share from continuing operations	$	0.20	$	0.10	*		$	0.54	$	0.43	25.6	%	Diluted earnings per share from continuing operations	$	0.32	$	0.14	*		$	0.57	$	0.34	67.6	%
Add:	Add:													Add:
Severance	Severance	—		—		—		0.04		0.01		*		Severance	—		0.04		*		—		0.04		*
Non-operating retirement costs:	Non-operating retirement costs:													Non-operating retirement costs:
Multiemployer pension plan withdrawal costs	Multiemployer pension plan withdrawal costs	0.01		0.01		—		0.02		0.03		(33.3)	%	Multiemployer pension plan withdrawal costs	0.01		0.01		—		0.02		0.02		—
Other components of net periodic benefit costs	Other components of net periodic benefit costs	0.01		0.01		—		0.04		0.03		33.3	%	Other components of net periodic benefit costs	0.02		0.01		*		0.03		0.03		—
Special item:
Special items:														Special items:

Restructuring charge		—		0.02		*		—		0.02		*
Gain from non- marketable equity security		—		—		—		(0.06)		—		*
Gain from pension liability adjustment		—		(0.01)		*		—		(0.01)		*

Gain from non-marketable equity security														Gain from non-marketable equity security	—		—		*		—		(0.06)		*
Lease termination charge														Lease termination charge	0.02		—		*		0.02		—		*
Income tax expense of adjustments	Income tax expense of adjustments	(0.01)		(0.01)		—		(0.01)		(0.02)		(50.0)	%	Income tax expense of adjustments	(0.01)		(0.02)		(50.0)	%	(0.02)		(0.01)		*
Adjusted diluted earnings per share from continuing operations(1)	Adjusted diluted earnings per share from continuing operations(1)	$	0.22	$	0.12	83.3	%	$	0.57	$	0.49	16.3	%	Adjusted diluted earnings per share from continuing operations(1)	$	0.36	$	0.18	*		$	0.62	$	0.35	77.1	%

(1)Amounts may not add due to rounding.

* Represents a change equal to or in excess of 100% or not ~~meaningful~~meaningful.

Reconciliation of operating profit before depreciation & amortization, severance, multiemployer pension plan withdrawal costs and special items (or adjusted operating profit)
For the Quarters Ended For the Nine Months Ended
(In thousands) September 27, 2020 September 29, 2019 % Change September 27, 2020 September 29, 2019 % Change
Operating profit $ 39,596 $ 25,086 57.8 % $ 95,722 $ 97,617 (1.9) %
Add:
Depreciation & amortization 15,552 15,450 0.7 % 46,368 45,548 1.8 %
Severance — 367 * 6,675 2,441 *
Multiemployer pension plan withdrawal costs 1,376 1,204 14.3 % 4,198 4,454 (5.7) %
Special items:
Restructuring charge — 4,008 * — 4,008 *
Gain from pension liability adjustment — (2,045) * — (2,045) *
Adjusted operating profit $ 56,524 $ 44,070 28.3 % $ 152,963 $ 152,023 0.6 %

* Represents a change equal to or in excess of 100% or not meaningful


Reconciliation of operating profit before depreciation and amortization, severance, multiemployer pension plan withdrawal costs and special items (or adjusted operating profit)

	For the Quarters Ended
	2021		2020		2021 vs 2020 % Change		2019		2021 vs 2019 % Change
Operating profit	$	73,285	$	28,806	*		$	37,933	93.2	%
Add:
Depreciation and amortization	14,486		15,631		(7.3)	%	15,180		(4.6)	%
Severance	—		6,305		*		672		*
Multiemployer pension plan withdrawal costs	1,301		1,400		(7.1)	%	1,801		(27.8)	%
Special items:
Lease termination charge	3,831		—		*		—		*
Adjusted operating profit	$	92,903	$	52,142	78.2	%	$	55,586	67.1	%

* Represents a change equal to or in excess of 100% or not meaningful.


Reconciliation of operating costs before depreciation & amortization, severance and multiemployer pension plan withdrawal costs (or adjusted operating costs)
Reconciliation of operating costs before depreciation and amortization, severance and multiemployer pension plan withdrawal costs (or adjusted operating costs)														Reconciliation of operating costs before depreciation and amortization, severance and multiemployer pension plan withdrawal costs (or adjusted operating costs)
		For the Quarters Ended						For the Nine Months Ended
(In thousands)		September 27, 2020		September 29, 2019		% Change		September 27, 2020		September 29, 2019		% Change
															For the Quarters Ended
															2021		2020		2021 vs 2020 % Change		2019		2021 vs 2019 % Change
Operating costs	Operating costs	$	387,299	$	401,452	(3.5)	%	$	1,178,559	$	1,204,241	(2.1)	%	Operating costs	$	421,381	$	374,944	12.4	%	$	398,325	5.8	%
Less:	Less:													Less:
Depreciation & amortization	Depreciation & amortization	15,552		15,450		0.7	%	46,368		45,548		1.8	%	Depreciation & amortization	14,486		15,631		(7.3)	%	15,180		(4.6)	%
Severance	Severance	—		367		*		6,675		2,441		*		Severance	—		6,305		*		672		*
Multiemployer pension plan withdrawal costs	Multiemployer pension plan withdrawal costs	1,376		1,204		14.3	%	4,198		4,454		(5.7)	%	Multiemployer pension plan withdrawal costs	1,301		1,400		(7.1)	%	1,801		(27.8)	%
Adjusted operating costs	Adjusted operating costs	$	370,371	$	384,431	(3.7)	%	$	1,121,318	$	1,151,798	(2.6)	%	Adjusted operating costs	$	405,594	$	351,608	15.4	%	$	380,672	6.5	%

* Represents a change equal to or in excess of 100% or not meaningful.														* Represents a change equal to or in excess of 100% or not meaningful.

* Represents a change equal to or in excess of 100% or not meaningful


Reconciliation of operating profit before depreciation and amortization, severance, multiemployer pension plan withdrawal costs and special items (or adjusted operating profit)

	For the Six Months Ended
	2021		2020		2021 vs 2020 % Change		2019		2021 vs 2019 % Change
Operating profit	$	124,943	$	56,126	*		$	72,531	72.3	%
Add:
Depreciation and amortization	29,203		30,816		(5.2)	%	30,098		(3.0)	%
Severance	406		6,675		(93.9)	%	2,075		(80.4)	%
Multiemployer pension plan withdrawal costs	2,627		2,823		(6.9)	%	3,250		(19.2)	%
Special items:
Lease termination charge	3,831		—		*		—		*
Adjusted operating profit	$	161,010	$	96,440	67.0	%	$	107,954	49.1	%

* Represents a change equal to or in excess of 100% or not meaningful.


Reconciliation of operating costs before depreciation and amortization, severance and multiemployer pension plan withdrawal costs (or adjusted operating costs)

	For the Six Months Ended
	2021		2020		2021 vs 2020 % Change		2019		2021 vs 2019 % Change
Operating costs	$	842,768	$	791,260	6.5	%	$	802,789	5.0	%
Less:
Depreciation & amortization	29,203		30,816		(5.2)	%	30,098		(3.0)	%
Severance	406		6,675		(93.9)	%	2,075		(80.4)	%
Multiemployer pension plan withdrawal costs	2,627		2,823		(6.9)	%	3,250		(19.2)	%
Adjusted operating costs	$	810,532	$	750,946	7.9	%	$	767,366	5.6	%

* Represents a change equal to or in excess of 100% or not meaningful.

LIQUIDITY AND CAPITAL RESOURCES

We believe our cash balance and cash provided by operations, in combination with other sources of cash, will be sufficient to meet our financing needs over the next twelve months. Although there is uncertainty related to the anticipated continued effect of the ~~COVID-19~~Covid-19 pandemic on our business ~~(see “—Executive Overview— Impact of COVID-19 Pandemic”~~(as referenced above and ~~“Part II—Item 1A—~~in “Item 1A — Risk Factors”) in our Annual Report on Form 10-K for the year ended December 27, 2020), given the strength of our balance sheet and based on the information currently available to us, we do not expect the impact of the pandemic to ~~materially~~have a material impact on our liquidity position. As of ~~September~~June 27, ~~2020,~~2021, we had cash, cash equivalents and short- and long-term marketable securities of ~~$800.1~~$946.6 million. Our cash and marketable securities balances between the end of ~~2019~~2020 and ~~September~~June 27, ~~2020,~~2021, increased, primarily due to cash proceeds from operating activities, ~~and proceeds from sale of investments,~~ partially offset by ~~consideration paid for acquisitions,~~dividend payments, capital expenditures ~~dividend payments,~~ and share-based compensation tax withholding.

We have paid quarterly dividends on the Class A and Class B Common Stock each quarter since late 2013. In February ~~2020,~~2021, the Board of Directors approved an increase in the quarterly dividend to ~~$0.06~~$0.07 per share, which was paid in April ~~2020. In~~2021. On June ~~and September 2020,~~30, 2021, the Board of Directors declared a quarterly dividend of ~~$0.06~~$0.07 per share on the Class A and Class B Common Stock, which was paid in July ~~and October 2020.~~2021. We currently expect to continue to pay comparable cash dividends in the future, although changes in our dividends will be considered by our Board of Directors in light of our earnings, capital requirements, financial condition and other factors considered relevant.

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, 2020 September 29, 2019 % Change
Operating activities $ 206,683 $ 121,600 70.0 %
Investing activities $ (187,264) $ (37,258) *
Financing activities $ (35,671) $ (43,139) (17.3) %

* Represents a change equal to or in excess of 100% or not meaningful


	For the Six Months Ended
(In thousands)	June 27, 2021		June 28, 2020		% Change
Operating activities	$	110,434	$	118,590	(6.9)	%
Investing activities	$	(46,332)	$	(72,938)	(36.5)	%
Financing activities	$	(30,285)	$	(28,192)	7.4	%

Operating Activities

Cash from operating activities is generated by cash receipts from subscriptions, advertising sales and other revenue. Operating cash outflows include payments for employee compensation, ~~contributions to retirement funds~~pension and other ~~benefit payments,~~benefits, raw materials, marketing expenses ~~interest~~ and income taxes.

Net cash provided by operating activities ~~increased~~decreased in the first ~~nine~~six months of ~~2020~~2021 compared with the same prior-year period primarily due to ~~higher~~lower cash collections from accounts receivable, ~~higher income~~an increase in other assets and ~~higher~~lower cash payments received from prepaid subscriptions, partially offset by higher net income adjusted for non-cash items and lower cash payments made to settle accounts payable, accrued payroll and other liabilities.

Investing Activities

Cash from investing activities generally includes proceeds from marketable securities that have matured and the sale of assets, investments or a business. Cash used in investing activities generally includes purchases of marketable securities, payments for capital projects and acquisitions of new businesses and investments.

Net cash used in investing activities in the first ~~nine~~six months of ~~2020~~2021 was primarily related to ~~$128.3~~$33.9 million in net purchases of marketable securities ~~consideration paid for acquisitions of $33.1 million,~~ and ~~$29.2~~$14.7 million in capital expenditures payments.

Financing Activities

Cash from financing activities generally includes borrowings under third-party financing arrangements, the issuance of long-term debt and funds from stock option exercises. Cash used in financing activities generally includes the repayment of amounts outstanding under third-party financing arrangements, the payment of dividends, the payment of long-term debt and finance lease obligations and share-based compensation tax withholding.

Net cash used in financing activities in the first ~~nine~~six months of ~~2020~~2021 was primarily related to dividend payments of ~~$28.4~~$21.8 million and share-based compensation tax withholding payments of ~~$11.7~~$10.9 million.

Restricted Cash

We were required to maintain ~~$15.9~~$14.6 million of restricted cash as of ~~September~~June 27, ~~2020,~~2021, and ~~$17.1~~$15.9 million as of December ~~29, 2019,~~27, 2020, substantially all of which is set aside to collateralize workers’ compensation obligations.

Capital Expenditures

Capital expenditures totaled approximately ~~$25~~$15 million and ~~$33~~$17 million in the first ~~nine~~six months of ~~2020~~2021 and ~~2019,~~2020, respectively. The decrease in capital expenditures was primarily driven by lower expenditures related to ~~the build-out of additional office space in Long Island City, N.Y. and lower expenditures related to~~ improvements at our College Point, N.Y., printing and distribution ~~facility.~~facility and lower investments in technology, partially offset by improvements at our newsroom bureaus and Company Headquarters. The cash payments related to capital expenditures totaled approximately ~~$29~~$15 million and ~~$33~~$22 million in the first ~~nine~~six months of ~~2020~~2021 and ~~2019,~~2020, respectively.

Third-Party Financing

In September 2019, we entered into a $250 million five-year unsecured credit facility (the “Credit Facility”). Certain of our domestic subsidiaries have guaranteed our obligations under the Credit Facility. As of ~~September~~June 27, ~~2020,~~2021, there were no outstanding borrowings under the Credit Facility and the Company was in compliance with the financial covenants contained in the Credit Facility.

CRITICAL ACCOUNTING POLICIES

Our critical accounting policies are detailed in our Annual Report on Form 10-K for the year ended December ~~29, 2019.~~27, 2020. Other than as described in Note 2 of the Notes to the Condensed Consolidated Financial Statements, as of ~~September~~June 27, ~~2020,~~2021, our critical accounting policies have not changed from December ~~29, 2019.~~27, 2020.

CONTRACTUAL OBLIGATIONS & OFF-BALANCE SHEET ARRANGEMENTS

Our contractual obligations and off-balance sheet arrangements are detailed in our Annual Report on Form 10-K for the year ended December ~~29, 2019.~~27, 2020. As of ~~September~~June 27, ~~2020,~~2021, our contractual obligations and off-balance sheet arrangements have not changed materially from December ~~29, 2019.~~27, 2020.

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~~within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Terms such as “aim,” “anticipate,” “believe,” “confidence,” “contemplate,” “continue,” “conviction,” “could,” “drive,” “estimate,” “expect,” “forecast,” “future,” “goal,” “guidance,” “intend,” “likely,” “may,” “might,” “objective,” “opportunity,” “optimistic,” “outlook,” “plan,” “position,” “potential,” “predict,” “project,” “seek,” “should,” “strategy,” “target,” “will,” “would” or similar statements or variations of such words and other similar expressions are intended to ~~future events or our future financial performance. We may also make written and oral~~identify forward-looking statements, in our Securities and Exchange Commission (“SEC”) filings and otherwise. We have tried, where possible, to identify such statements by using words such as “believe,” “expect,” “intend,” “estimate,” “anticipate,” “will,” “could,” “project,” “plan” and similar expressions in connection with any discussion of future operating or financial performance. Anyalthough not all forward-looking statements contain such terms. Forward-looking statements are ~~and will be~~ based upon our ~~then-current~~current expectations, estimates and assumptions and involve risks and uncertainties that change over time; actual results could differ materially from those predicted by such forward-looking statements. These risks and uncertainties include, but are not limited to: the impact of the Covid-19 pandemic; significant competition in all aspects of our business; our ability to improve and scale our technical infrastructure and respond and adapt to changes in technology and consumer behavior; our ability to continue to retain and grow our subscriber base; numerous factors that affect our advertising revenues, including economic conditions, market dynamics, audience fragmentation, evolving digital advertising trends and the evolution of our strategy; damage to our brand or reputation; economic, geopolitical and other risks associated with the international scope of our business and foreign operations; our ability to attract and maintain a highly skilled and diverse workforce; adverse results from litigation or governmental investigations; the risks and challenges associated with investments we make in new and existing products and services; risks associated with acquisitions, divestitures, investments and other transactions; the effects of the fixed cost nature of significant portions of our expenses; the effects of the size and volatility of our pension plan obligations; liabilities that may result from our participation in multiemployer pension plans; the impact of labor negotiations and agreements; increases in the price of newsprint or significant disruptions in our newsprint supply chain or newspaper printing and distribution channels; security breaches and other network and information systems disruptions; our ability to comply with laws and regulations, including with respect to privacy, data protection and consumer marketing practices; payment processing risk; defects, delays or interruptions in the cloud-based hosting services we utilize; our ability to protect our intellectual property; claims of intellectual property infringement that we have been, and may be in the future, be subject to; the effects of restrictions on our operations as a result of the terms of our credit facility; our future access to capital markets and other financing options; and the concentration of control of our company due to our dual-class capital structure.

More information regarding ~~future events~~these risks and uncertainties and other important factors that could cause actual results to differ materially from those in the forward-looking statements is set forth in “Item 1A — Risk Factors” in our Annual Report

on Form 10-K for the year ended December 27, 2020, and “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Form 10-Q. Investors are ~~applicable~~cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the ~~dates of such statements. We undertake~~date they are made. The Company undertakes no obligation to publicly update or revise any forward-looking ~~statements,~~statement, whether as a result of new information, future events or otherwise.

By their nature, forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those anticipated in any such statements. You should bear this in mind as you consider forward-looking statements. Factors that we think could, individually or in the aggregate, cause our actual results to differ materially from expected and historical results include those described under the heading “Part II-Item 1A-Risk Factors” in this report, in our Annual Report on Form 10-K for the year ended December 29, 2019, 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 ~~29, 2019,~~27, 2020, details our disclosures about market risk. As of ~~September~~June 27, ~~2020,~~2021, there were no material changes in our market risks from December ~~29, 2019.~~27, 2020.

3637

Item 4. Controls and Procedures

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Our management, with the participation of our principal executive officer and our principal financial officer, 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~~June 27, ~~2020.~~2021. Based upon such evaluation, our principal executive officer and principal financial officer 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 principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

During the second quarter of 2021, we completed the implementation of (i) a new cloud-based procure-to-pay system relating to our procurement suppliers, and (ii) a new cloud-based system for digital advertising billing. In connection with these systems implementations, we updated our internal control over financial reporting to accommodate the resulting changes to our existing controls, systems and procedures.

There were no other changes in our internal control over financial reporting during the quarter ended ~~September~~June 27, ~~2020,~~2021, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. We have not experienced a material impact to our internal control over financial reporting despite the fact that most of our employees are working remotely due to the COVID-19 pandemic. We are continuing to monitor and evaluate the situation to minimize any impact of the pandemic on the design and operating effectiveness of our internal control over financial reporting.

3738

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Item 1A. Risk Factors

~~The following~~There have been no material changes to our risk ~~factor supplements the risk~~ factors as set forth in “Item 1A—Risk Factors” in our Annual Report on Form 10-K for the year ended December ~~29, 2019.~~

~~The global coronavirus (COVID-19) pandemic will continue to affect our industry, business and results of operations.~~

The global coronavirus (COVID-19) pandemic and attempts to contain it have continued to result in significant economic disruption, market volatility and uncertainty. As with many companies, the pandemic has disrupted our business and could continue to do so for the foreseeable future.

We derive substantial revenues from the sale of advertising (approximately 29% of our total revenues in 2019). Advertising spending is sensitive to overall economic conditions, and our advertising revenues are adversely affected if advertisers respond to weak and uneven economic conditions by reducing their budgets or shifting spending patterns or priorities, or if they are forced to consolidate or cease operations. The worldwide economic slowdown caused by the outbreak and spread of COVID-19 has materially adversely affected our advertising revenues, and our advertising revenues will likely continue to be adversely affected while these conditions persist. Likewise, the pandemic and attempts to contain it have resulted in the postponement and cancellation of live events, which has adversely affected our revenues from live events and related services, and will continue to adversely affect these revenues to the extent these conditions persist. It is possible that these revenues will not return to pre-pandemic levels once economic conditions improve.

We derive the majority of our revenues from the sale of subscriptions (approximately 60% of our total revenues in 2019). Although we have experienced significant growth in the number of subscriptions to our digital news and other products in the first nine months of 2020, this growth rate has been driven in part by an increase in traffic given the news environment, and may not be sustainable or indicative of results for future periods. In addition, the recent growth may reflect in part the shifting forward of growth that we would have otherwise seen in subsequent periods. Accordingly, the rate of growth in our digital subscriptions, which has moderated since the early months of the pandemic, may continue to moderate due to slower acquisition and/or higher cancellations as and when the pandemic subsides. Furthermore, to the extent that a prolonged weakening of global economic conditions leads consumers to reduce spending on discretionary activities, subscribers may increasingly shift to lower-priced subscription options or may forgo subscriptions altogether. In light of these factors, our ability to obtain new subscribers or to retain subscribers at their current or higher pricing levels could be hindered, reducing our subscription revenue. In addition, revenues from the single-copy and bulk sales of our print newspaper (which include our international edition and collectively represent less than 10% of our total subscription revenues) have been, and we expect will continue to be, adversely affected as a result of widespread business closures, increased remote working and reductions in travel.

In response to public health recommendations, government mandates and other concerns, we have altered certain aspects of our operations, including having the vast majority of our workforce work remotely since March 2020, and remote work arrangements are expected to continue for the majority of our workforce at least through early July 2021. An extended period of remote work arrangements could introduce operational risk (including cybersecurity risk), result in a decline in productivity or otherwise negatively affect our ability to manage the business. In addition, if a significant portion of our workforce is unable to work, including because of illness, travel or government restrictions in connection with COVID-19 or shortages of necessary personal protective equipment, our operations may be negatively impacted. We will continue to actively monitor the issues raised by the COVID-19 pandemic and may take further actions that alter our business operations as may be required or that we determine are appropriate. We have incurred and expect to continue to incur some additional costs in response to the pandemic, including certain enhanced employee benefits. These costs have not been significant to date, but we may incur significant additional costs as we continue to implement operational changes in response to the pandemic. It is not clear what the potential effects any such alterations or modifications may have on our business, including the effects on our financial results.

The Times is printed at our production and distribution facility in College Point, N.Y., as well as under contract at remote print sites across the United States and throughout the world. If a significant percentage of our College Point employees were unable to work as a result of the pandemic, our ability to print and distribute the newspaper and other commercial print

products in the New York area could be negatively affected. To the extent our newsprint suppliers or print and distribution partners are affected by government “stay-at-home” mandates or recommendations, financial pressures, labor shortages or other circumstances relating to COVID-19 that lead to reduced operations or consolidations or closures of print sites and/or distribution routes, this could lead to an increase in costs to print and distribute our newspapers and/or a decrease in revenues if printing and distribution are disrupted. Some of our print and distribution partners have taken steps to reduce the frequency with which newspapers are printed and distributed, and additional partners may take similar steps. Significant disruptions to operations at our College Point production and distribution facility or at our newsprint suppliers or print and distribution partners could adversely affect our operating results.

It is also possible that the COVID-19 pandemic may accelerate or worsen the other risks discussed in “Item 1A. Risk Factors” in our Annual Report on Form 10-K. The extent to which the COVID-19 pandemic impacts us will depend on numerous evolving factors and future developments that we are not able to predict, including the severity and duration of the outbreak, and any resurgence thereof; the impact of the pandemic on economic activity and the companies with which we do business; governmental, business and other actions; travel restrictions and social distancing measures, among many other factors.27, 2020.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

~~(a) Unregistered Sales of Equity Securities~~

On July 17, 2020, August 17, 2020, and September 18, 2020, we issued 1,520, 13,440 and 6,720 shares, respectively, of Class A Common Stock to holders of Class B Common Stock upon the conversion of such Class B shares into Class A shares. The conversions, which were in accordance with our Certificate of Incorporation, did not involve a public offering and were exempt from registration pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended.

In 2015, the Board of Directors ~~approved an authorization of~~authorized up to $101.1 million ~~to repurchase~~of repurchases of shares of the Company’s Class A Common Stock. As of ~~September~~June 27, ~~2020,~~2021, repurchases under this authorization totaled $84.9 million (excluding commissions), and $16.2 million ~~remained under this authorization. The Company did not repurchase any shares during the first nine months of 2020. All purchases were made pursuant to our publicly announced share repurchase program.~~remained. Our Board of Directors has authorized us to purchase shares from time to time, subject to market conditions and other factors. There is no expiration date with respect to this authorization. There have been no purchases under this authorization since 2016.

Item 6. Exhibits


Exhibit No.

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.

101.INS						XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH						Inline XBRL Taxonomy Extension Schema Document.

101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

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 5, 2020~~August 4, 2021	/s/ Roland A. Caputo
		Roland A. Caputo Executive Vice President and Chief Financial Officer (Principal Financial Officer)


	As Reported for the Quarter Ended September 29, 2019		Reclassification			Recast for the Quarter Ended September 29, 2019
Operating costs
Production costs:
Wages and benefits	$	106,377	$	(106,377)	(1)(2)	$	0
Raw materials	18,531		(18,531)		(1)	0
Other production costs	53,868		(53,868)		(1)(2)	0
Total production costs	178,776		(178,776)		(1)(2)	0
Cost of revenue (excluding depreciation and amortization)	0		245,100		(1)(3)(4)	245,100
Selling, general and administrative costs	207,226		(207,226)		(3)(4)(5)	0
Sales and marketing	0		64,218		(4)(5)	64,218
Product development	0		26,669		(2)(4)(5)	26,669
General and administrative	0		50,015		(4)(5)	50,015
Depreciation and amortization	15,450		0			15,450
Total operating costs	$	401,452	$	0		$	401,452


	As Reported for the Nine Months Ended September 29, 2019		Reclassification			Recast for the Nine Months Ended September 29, 2019
Operating costs
Production costs:
Wages and benefits	$	313,244	$	(313,244)	(1)(2)	$	0
Raw materials	57,527		(57,527)		(1)	0
Other production costs	149,102		(149,102)		(1)(2)	0
Total production costs	519,873		(519,873)		(1)(2)	0
Cost of revenue (excluding depreciation and amortization)	0		729,654		(1)(3)(4)	729,654
Selling, general and administrative costs	638,820		(638,820)		(3)(4)(5)	0
Sales and marketing	0		201,327		(4)(5)	201,327
Product development	0		75,658		(2)(4)(5)	75,658
General and administrative	0		152,054		(4)(5)	152,054
Depreciation and amortization	45,548		0			45,548
Total operating costs	$	1,204,241	$	0		$	1,204,241