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 June 26,September 25, 2011
Commission file number 1-5837
THE NEW YORK TIMES COMPANY
(Exact name of registrant as specified in its charter)
 
NEW YORK 13-1102020
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
620 EIGHTH AVENUE, NEW YORK, NEW YORK
(Address of principal executive offices)
10018
(Zip Code)
Registrant’s telephone number, including area code 212-556-1234
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x      No   o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes   x     No  o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer  x
 
Accelerated filer  o
 
Non-accelerated filer  o 
 
Smaller reporting company  o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes   o     No  x
Number of shares of each class of the registrant’s common stock outstanding as of July 29,October 28, 2011 (exclusive of treasury shares):
 
Class A Common Stock   146,625,832146,626,388
  shares
Class B Common Stock   818,885
  shares
 




PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
THE NEW YORK TIMES COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except per share data)
 For the Quarters Ended For the Six Months Ended For the Quarters Ended For the Nine Months Ended
 June 26,
2011
 June 27,
2010
 June 26,
2011
 June 27,
2010
 September 25,
2011
 September 26,
2010
 September 25,
2011
 September 26,
2010
 (13 weeks) (26 weeks) (13 weeks) (39 weeks)
Revenues                
Advertising $302,295
 $314,880
 $601,175
 $627,538
 $261,779
 $286,980
 $862,954
 $914,518
Circulation 234,894
 234,808
 462,934
 471,671
 236,964
 229,148
 699,898
 700,819
Other 39,513
 39,899
 79,097
 78,245
 38,492
 38,205
 117,589
 116,450
Total revenues 576,702
 589,587
 1,143,206
 1,177,454
 537,235
 554,333
 1,680,441
 1,731,787
Operating costs                
Production costs:                
Raw materials 39,913
 38,373
 80,150
 75,391
 37,890
 39,571
 118,040
 114,962
Wages and benefits 123,027
 123,905
 252,018
 252,438
 121,109
 123,766
 373,127
 376,204
Other 74,058
 74,524
 148,307
 149,822
 73,904
 74,047
 222,211
 223,869
Total production costs 236,998
 236,802
 480,475
 477,651
 232,903
 237,384
 713,378
 715,035
Selling, general and administrative costs 258,688
 261,633
 521,993
 525,604
 241,885
 255,440
 763,878
 781,044
Depreciation and amortization 29,547
 30,327
 58,195
 60,716
 29,402
 30,100
 87,597
 90,816
Total operating costs 525,233
 528,762
 1,060,663
 1,063,971
 504,190
 522,924
 1,564,853
 1,586,895
Impairment of assets 161,318
 
 161,318
 
 
 16,148
 161,318
 16,148
Pension withdrawal expense 4,228
 
 4,228
 
 
 6,268
 4,228
 6,268
Operating (loss)/profit (114,077) 60,825
 (83,003) 113,483
Gain on sale of investment 
 9,128
 5,898
 9,128
Income/(loss) from joint ventures 2,791
 7,678
 (2,958) 16,789
Operating profit/(loss) 33,045
 8,993
 (49,958) 122,476
Gain on sale of investments 65,273
 
 71,171
 9,128
(Loss)/income from joint ventures (1,068) 5,482
 (4,026) 22,271
Premium on debt redemption 46,381
 
 46,381
 
Interest expense, net 25,152
 20,614
 49,743
 41,198
 20,039
 20,627
 69,782
 61,825
(Loss)/income from continuing operations before income taxes (136,438) 57,017
 (129,806) 98,202
Income tax (benefit)/expense (16,615) 25,435
 (15,209) 52,462
(Loss)/income from continuing operations (119,823) 31,582
 (114,597) 45,740
Income from discontinued operations, net of income taxes 
 237
 
 237
Net (loss)/income (119,823) 31,819
 (114,597) 45,977
Income/(loss) from continuing operations before income taxes 30,830
 (6,152) (98,976) 92,050
Income tax expense/(benefit) 15,362
 (2,018) 153
 50,444
Income/(loss) from continuing operations 15,468
 (4,134) (99,129) 41,606
(Loss)/income from discontinued operations, net of income taxes 
 (224) 
 13
Net income/(loss) 15,468
 (4,358) (99,129) 41,619
Net loss/(income) attributable to the noncontrolling interest 105
 214
 298
 (1,151) 217
 97
 515
 (1,054)
Net (loss)/income attributable to The New York Times Company common stockholders $(119,718) $32,033
 $(114,299) $44,826
Net income/(loss) attributable to The New York Times Company common stockholders $15,685
 $(4,261) $(98,614) $40,565
Amounts attributable to The New York Times Company common stockholders:                
(Loss)/income from continuing operations $(119,718) $31,796
 $(114,299) $44,589
Income from discontinued operations, net of income taxes 
 237
 
 237
Net (loss)/income $(119,718) $32,033
 $(114,299) $44,826
Income/(loss) from continuing operations $15,685
 $(4,037) $(98,614) $40,552
(Loss)/income from discontinued operations, net of income taxes 
 (224) 
 13
Net income/(loss) $15,685
 $(4,261) $(98,614) $40,565
Average number of common shares outstanding:                
Basic 147,176
 145,601
 146,976
 145,398
 147,355
 145,803
 147,103
 145,533
Diluted 147,176
 152,962
 146,976
 153,855
 151,293
 145,803
 147,103
 153,092
Basic (loss)/earnings per share attributable to The New York Times Company common stockholders:        
(Loss)/income from continuing operations $(0.81) $0.22
 $(0.78) $0.31
Income from discontinued operations, net of income taxes 
 
 
 
Net (loss)/income $(0.81) $0.22
 $(0.78) $0.31
Diluted (loss)/earnings per share attributable to The New York Times Company common stockholders:        
(Loss)/income from continuing operations $(0.81) $0.21
 $(0.78) $0.29
Income from discontinued operations, net of income taxes 
 
 
 
Net (loss)/income $(0.81) $0.21
 $(0.78) $0.29
Basic earnings/(loss) per share attributable to The New York Times Company common stockholders:        
Income/(loss) from continuing operations $0.11
 $(0.03) $(0.67) $0.28
(Loss)/income from discontinued operations, net of income taxes 
 
 
 
Net income/(loss) $0.11
 $(0.03) $(0.67) $0.28
Diluted earnings/(loss) per share attributable to The New York Times Company common stockholders:        
Income/(loss) from continuing operations $0.10
 $(0.03) $(0.67) $0.26
Loss/(income) from discontinued operations, net of income taxes 
 
 
 
Net income/(loss) $0.10
 $(0.03) $(0.67) $0.26
See Notes to Condensed Consolidated Financial Statements.

2



THE NEW YORK TIMES COMPANYCONDENSED CONSOLIDATED BALANCE SHEETS(In thousands)
June 26,
2011
 December 26,
2010
September 25,
2011
 December 26,
2010
(Unaudited)  (Unaudited)  
Assets      
Current assets      
Cash and cash equivalents$178,451
 $369,668
$93,685
 $369,668
Short-term investments224,737
 29,974
169,764
 29,974
Restricted cash28,628
 
28,628
 
Accounts receivable (net of allowances of $24,844 in 2011 and $30,209 in 2010)258,620
 302,245
Accounts receivable (net of allowances of $23,800 in 2011 and $30,209 in 2010)250,921
 302,245
Inventories:      
Newsprint and magazine paper11,933
 12,596
14,956
 12,596
Other inventory3,500
 3,536
4,060
 3,536
Total inventories15,433
 16,132
19,016
 16,132
Deferred income taxes68,875
 68,875
68,875
 68,875
Other current assets48,974
 70,338
49,186
 70,338
Total current assets823,718
 857,232
680,075
 857,232
Other assets      
Investments in joint ventures133,336
 134,641
85,206
 134,641
Property, plant and equipment (less accumulated depreciation and amortization of $1,099,123 in 2011 and $1,048,956 in 2010)1,119,177
 1,156,786
Property, plant and equipment (less accumulated depreciation and amortization of $1,117,481 in 2011 and $1,048,956 in 2010)1,099,734
 1,156,786
Intangible assets acquired:      
Goodwill (less accumulated impairment losses of $957,311 in 2011 and $805,218 in 2010)496,105
 644,464
491,944
 644,464
Other intangible assets acquired (less accumulated amortization of $68,146 in 2011 and $69,383 in 2010)23,944
 35,415
Other intangible assets acquired (less accumulated amortization of $69,755 in 2011 and $69,383 in 2010)22,239
 35,415
Total intangible assets acquired520,049
 679,879
514,183
 679,879
Deferred income taxes275,015
 255,701
273,946
 255,701
Miscellaneous assets185,607
 201,502
181,817
 201,502
Total assets$3,056,902
 $3,285,741
$2,834,961
 $3,285,741
See Notes to Condensed Consolidated Financial Statements.


3



THE NEW YORK TIMES COMPANYCONDENSED CONSOLIDATED BALANCE SHEETS(In thousands, except share and per share data)
June 26,
2011
 December 26,
2010
September 25,
2011
 December 26,
2010
(Unaudited)  (Unaudited)  
Liabilities and stockholders’ equity      
Current liabilities      
Accounts payable$97,519
 $113,968
$102,298
 $113,968
Accrued payroll and other related liabilities97,135
 143,850
104,494
 143,850
Unexpired subscriptions75,542
 72,896
75,046
 72,896
Accrued expenses163,259
 173,625
Current portion of long-term debt and capital lease obligations229,724
 38
Accrued expenses and other158,484
 173,663
Total current liabilities663,179
 504,377
440,322
 504,377
Other liabilities      
Long-term debt and capital lease obligations770,894
 996,405
771,991
 996,405
Pension benefits obligation717,766
 772,785
707,710
 772,785
Postretirement benefits obligation128,619
 130,623
127,812
 130,623
Other203,065
 217,475
194,444
 217,475
Total other liabilities1,820,344
 2,117,288
1,801,957
 2,117,288
Stockholders’ equity      
Common stock of $.10 par value:      
Class A – authorized 300,000,000 shares; issued: 2011 – 149,966,757; 2010 – 149,302,487 (including treasury shares: 2011 – 3,609,238; 2010 – 3,970,238)14,997
 14,930
Class A – authorized 300,000,000 shares; issued: 2011 – 149,967,099; 2010 – 149,302,487 (including treasury shares: 2011 – 3,340,711; 2010 – 3,970,238)14,997
 14,930
Class B – convertible – authorized and issued shares: 2011 – 818,885; 2010 – 819,125 (including treasury shares: 2011 – 0; 2010 – 0)82
 82
82
 82
Additional paid-in capital45,244
 40,155
42,029
 40,155
Retained earnings1,011,995
 1,126,294
1,027,680
 1,126,294
Common stock held in treasury, at cost(125,902) (134,463)(119,534) (134,463)
Accumulated other comprehensive loss, net of income taxes:      
Foreign currency translation adjustments16,375
 11,298
13,118
 11,298
Unrealized derivative loss on cash-flow hedge of equity method investment(1,104) (1,143)(680) (1,143)
Funded status of benefit plans(392,159) (397,226)(388,644) (397,226)
Total accumulated other comprehensive loss, net of income taxes(376,888) (387,071)(376,206) (387,071)
Total New York Times Company stockholders’ equity569,528
 659,927
589,048
 659,927
Noncontrolling interest3,851
 4,149
3,634
 4,149
Total stockholders’ equity573,379
 664,076
592,682
 664,076
Total liabilities and stockholders’ equity$3,056,902
 $3,285,741
$2,834,961
 $3,285,741
See Notes to Condensed Consolidated Financial Statements.


4



THE NEW YORK TIMES COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
 For the Six Months Ended For the Nine Months Ended
 June 26,
2011
 June 27,
2010
 September 25,
2011
 September 26,
2010
 (26 weeks) (39 weeks)
Cash flows from operating activities        
(Loss)/income from continuing operations $(114,597) $45,977
Adjustments to reconcile net (loss)/income from continuing operations to net cash provided by operating activities:    
Net (loss)/income $(99,129) $41,619
Adjustments to reconcile net (loss)/income to net cash provided by operating activities:    
Impairment of assets 161,318
 
 161,318
 16,148
Pension withdrawal expense 4,228
 
 4,228
 6,268
Gain on sale of investment (5,898) (9,128)
Gain on sale of investments (71,171) (9,128)
Premium on debt redemption 46,381
 
Depreciation and amortization 58,195
 60,716
 87,597
 90,816
Stock-based compensation expense 6,812
 4,105
 5,790
 5,835
Undistributed loss/(income) of equity method investments–net of dividends 2,958
 (13,714) 4,026
 (15,946)
Long-term retirement benefit obligations (52,896) (93,717) (59,430) (97,854)
Other–net 6,323
 1,139
 10,341
 7,244
Changes in operating assets and liabilities–net of dispositions:        
Account receivables–net 43,625
 83,793
 51,324
 71,388
Inventories 699
 (1,836) (2,884) (5,487)
Other current assets 1,853
 1,019
 1,754
 776
Accounts payable and other liabilities (70,105) (15,916) (86,421) (16,196)
Unexpired subscriptions 2,646
 (1,846) 2,150
 (2,854)
Net cash provided by operating activities 45,161
 60,592
 55,874
 92,629
Cash flows from investing activities        
Purchases of short-term investments (259,724) 
 (259,724) 
Maturities of short-term investments 64,961
 
 119,934
 
Proceeds from sale of investments 115,258
 13,605
Capital expenditures (35,457) (20,305)
Change in restricted cash (28,628) 
 (28,628) 
Capital expenditures (23,449) (12,429)
Proceeds from the sale of assets 4,597
 2,265
 6,667
 2,265
Loan repayments 
 2,000
Other investing proceeds–net 5,475
 13,755
Proceeds from loan repayments 
 4,500
Net cash (used in)/provided by investing activities (236,768) 5,591
 (81,950) 65
Cash flows from financing activities        
Long-term obligations:        
Repayments (294) (21) (250,442) (446)
Capital shares:        
Issuances 218
 721
 218
 721
Net cash (used in)/provided by financing activities (76) 700
 (250,224) 275
(Decrease)/increase in cash and cash equivalents (191,683) 66,883
 (276,300) 92,969
Effect of exchange rate changes on cash and cash equivalents 466
 (972) 317
 (848)
Cash and cash equivalents at the beginning of the year 369,668
 36,520
 369,668
 36,520
Cash and cash equivalents at the end of the quarter $178,451
 $102,431
 $93,685
 $128,641
See Notes to Condensed Consolidated Financial Statements.



5

THE NEW YORK TIMES COMPANY
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


NOTE 1. BASIS OF PRESENTATION

In the opinion of The New York Times Company's (the “Company”) management, the Condensed Consolidated Financial Statements present fairly the financial position of the Company as of June 26,September 25, 2011, and December 26, 2010, and the results of operations and cash flows of the Company for the periods ended June 26,September 25, 2011, and June 27,September 26, 2010. 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. For comparability, certain prior-year amounts have been reclassified to conform to the current period presentation. The financial statements were prepared in accordance with the requirements of the Securities and Exchange Commission for interim reporting. As permitted under those rules, certain notes or other financial information that are normally required by accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted from these interim financial statements. These 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 26, 2010. 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 for the secondthird-quarter periods and 2639 weeks for the sixnine-month periods.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

As of June 26,September 25, 2011, our significant accounting policies, which are detailed in our Annual Report on Form 10-K for the year ended December 26, 2010, have not changed materially.

New Accounting Pronouncements

In JuneSeptember 2011, the Financial Accounting Standards Board (“FASB”) amended its guidance on the disclosure of information in financial statements for multiemployer pension plans to enhance the disclosures by providing more information about the plans in which an employer participates, its level of participation in those plans and the financial health of those plans. The provisions of this new guidance are effective for fiscal years ending after December 15, 2011, with the disclosures being required for all years presented in the initial year of adoption. The adoption of this guidance will expand our disclosures for significant multiemployer pension plans in which we are participants.

In September 2011, the FASB amended its guidance on goodwill impairment testing to reduce the cost and complexity of testing goodwill for impairment by providing the option to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. The result of this assessment will determine whether it is necessary to perform the two-step test. The provisions of this new guidance are effective for fiscal years beginning after December 15, 2011, with early adoption permitted. We anticipate adopting the new guidance early when we conduct our annual goodwill impairment test in the fourth quarter of 2011. We do not anticipate the adoption of this guidance will have a material impact on our financial statements.

In June 2011, the FASB amended its guidance on the presentation of comprehensive income in financial statements to improve the comparability, consistency and transparency of financial reporting and to increase the prominence of items that are recorded in other comprehensive income. The new accounting guidance requires entities to report components of comprehensive income in either (1) a continuous statement of comprehensive income or (2) two separate but consecutive statements. The provisions of this new guidance are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. We do not anticipate the adoption of this guidance will have a material impact on our financial statements.

In May 2011, the FASB amended its guidance related to fair value measurements in order to align the definition of fair value measurements and the related disclosure requirements between GAAP and International Financial Reporting Standards. These amendments, which are effective for interim and annual periods beginning after December 15, 2011, also change certain existing fair value measurement principles and disclosure requirements. We do not anticipate the adoption of this guidance will have a material impact on our financial statements.

At the beginning of our 2011 fiscal year, we adopted new guidance that amended previous guidance for the accounting of revenue arrangements with multiple deliverables. The adoption of this guidance, which specifically addressed how consideration should be allocated to the separate units of account included in revenue arrangements, did not have a material impact on our financial statements.


6

THE NEW YORK TIMES COMPANY
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Unaudited)





NOTE 3. SHORT-TERM INVESTMENTS

We have short-term investments, with original maturities of longer than 3 months, in U.S. Treasury securities and commercial paper as of June 26,September 25, 2011, and in U.S. Treasury securities as of December 26, 2010. Since we have the intention and ability to hold these investments to maturity, they are classified as held-to-maturity and are reported at amortized cost. The changes in the value of these securities are not reported in our Condensed Consolidated Financial Statements.

The carrying value of the short-term investments (which approximated the fair value) was approximately $210165 million in U.S. Treasury securities and approximately $155 million in commercial paper as of June 26,September 25, 2011 and approximately $30 million in U.S. Treasury securities as of December 26, 2010. The U.S. Treasury securitiesshort-term investments have remaining maturities of about 3.5 months1 month to 1 year, from the date of purchase. The commercial paper has maturities of 3.24 months to 6.5 months, from the dateas of purchase.September 25, 2011.



6

THE NEW YORK TIMES COMPANY
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Unaudited)





NOTE 4. IMPAIRMENT OF ASSETS

In the second quarter of 2011, we recorded a $161.3 million charge for the impairment of assets at the News Media Group. The impairment consisted of the write-down of goodwill at the Regional Media Group of $152.1 million and the write-down of certain assets held for sale of $9.2 million.

Regional Media Group

Goodwill is not amortized but tested for impairment annually or in an interim period if certain circumstances indicate a possible impairment may exist. Our policy is to perform our annual goodwill impairment test in the fourth quarter of our fiscal year. However, due to certain impairment indicators at the Regional Media Group, including lower-than-expected operating results, we performed an interim impairment test of goodwill as of June 26, 2011. The Regional Media Group is part of the News Media Group reportable segment.

The interim test resulted in an impairment of goodwill of $152.1 million mainly from lower projected long-term operating results and cash flows of the Regional Media Group primarily due to the continued decline in print advertising revenues. These factors resulted in the carrying value of the net assets being greater than their fair value, and therefore a write-down to fair value was required. The impairment charge reduced the carrying value of goodwill at the Regional Media Group to $0.

In determining the fair value of the Regional Media Group, we made significant judgments and estimates regarding the expected severity and duration of the uneven economic environment and the secular changes affecting the newspaper industry in the Regional Media Group markets. The effect of these assumptions on projected long-term revenues, along with the continued benefits from reductions to the group’s cost structure, playplayed a significant role in calculating the fair value of the Regional Media Group.

The fair value of the Regional Media Group’s goodwill was the residual fair value after allocating the total fair value of the Regional Media Group to its other assets, net of liabilities. The total fair value of the Regional Media Group was determined using a combination of a discounted cash flow model (present value of future cash flows) and a market approach model based on comparable businesses. The resulting fair value is considered a Level 3 fair value measurement (significant unobservable inputs for the asset or liabilities). We estimated a flat annual growth rate to arrive at a residual year representing the perpetual cash flows of the Regional Media Group. The residual year cash flow was capitalized to arrive at the terminal value of the Regional Media Group. Utilizing a discount rate of 10.7%, the present value of the cash flows during the projection period and terminal value were aggregated to estimate the fair value of the Regional Media Group. We assumed a flat annual growth rate and a discount rate of 10.7% in the discounted cash flow analysis for the interim impairment test compared with a 2.0% annual growth rate and a 10.5% discount rate used in the 2010 annual impairment test. In determining the appropriate discount rate, we considered the weighted average cost of capital for comparable companies.

Property, plant and equipment is tested for impairment if certain circumstances indicate a possible impairment may exist. Due to the factors discussed above, we completed an interim impairment test of property, plant and equipment as of June 26, 2011. The impairment test was completed at each newspaper (asset group level with the lowest level of cash flows) in the Regional Media Group. Our test did not result in an impairment because the sum of the future undiscounted cash flows at each newspaper was greater than the carrying value of property, plant and equipment.


7

THE NEW YORK TIMES COMPANY
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Unaudited)







Assets Held for Sale

In the second quarter of 2011, we classified certain assets as held for sale. The carrying value of these assets was greater than their fair value, less cost to sell, resulting in an impairment of certain intangible assets and property totaling $9.2 million. The impairment charge reduced the carrying value of intangible assets to $0 and the property to a nominal value. The fair value for these assets was determined by estimating the most likely sale price with a third-party buyer based on market data. The resulting fair value is considered a Level 3 fair value measurement.

7

THE NEW YORK TIMES COMPANY
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Unaudited)





NOTE 5. GOODWILL AND OTHER INTANGIBLE ASSETS ACQUIRED

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

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

The tables below include goodwill and other intangible assets impaired during the second quarter of 2011 (see Note 4). In addition, the tables below include goodwill and other intangible assets disposed of during the first quarter of 2011 related to the sale of UCompareHealthCare.com, which was part of the About Group.

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

 
(In thousands) News Media Group About Group Total News Media Group About Group Total
Balance as of December 26, 2010:            
Goodwill $1,079,704
 $369,978
 $1,449,682
 $1,079,704
 $369,978
 $1,449,682
Accumulated impairment losses (805,218) 
 (805,218) (805,218) 
 (805,218)
Balance as of December 26, 2010 274,486
 369,978
 644,464
 274,486
 369,978
 644,464
Goodwill disposed during year 
 (2,702) (2,702) 
 (2,702) (2,702)
Goodwill impaired during year (152,093) 
 (152,093) (152,093) 
 (152,093)
Foreign currency translation 6,436
 
 6,436
 2,275
 
 2,275
Balance as of June 26, 2011:      
Balance as of September 25, 2011:      
Goodwill 1,086,140
 367,276
 1,453,416
 1,081,979
 367,276
 1,449,255
Accumulated impairment losses (957,311) 
 (957,311) (957,311) 
 (957,311)
Balance as of June 26, 2011 $128,829
 $367,276
 $496,105
Balance as of September 25, 2011 $124,668
 $367,276
 $491,944

Other intangible assets acquired were as follows:

 June 26, 2011 December 26, 2010 September 25, 2011 December 26, 2010
(In thousands, except years) 
Gross
Carrying
Amount
 
Accumulated
Amortization
 Net Weighted Average Useful Life (Years) 
Gross
Carrying
Amount
 
Accumulated
Amortization
 Net Weighted Average Useful Life (Years) 
Gross
Carrying
Amount
 
Accumulated
Amortization
 Net Weighted Average Useful Life (Years) 
Gross
Carrying
Amount
 
Accumulated
Amortization
 Net Weighted Average Useful Life (Years)
Amortized other intangible assets:                                
Content $21,384
 $(16,833) $4,551
 2
 $25,712
 $(16,510) $9,202
 7
 $21,384
 $(17,483) $3,901
 2
 $25,712
 $(16,510) $9,202
 7
Customer lists 24,529
 (21,063) 3,466
 2
 28,316
 (21,281) 7,035
 6
 24,508
 (21,448) 3,060
 2
 28,316
 (21,281) 7,035
 6
Other 33,199
 (30,250) 2,949
 4
 36,390
 (31,592) 4,798
 3
 33,123
 (30,824) 2,299
 4
 36,390
 (31,592) 4,798
 3
Total $79,112
 $(68,146) 10,966
   $90,418
 $(69,383) 21,035
   $79,015
 $(69,755) 9,260
   $90,418
 $(69,383) 21,035
  
Unamortized other intangible assets:                                
Trade names     12,978
       14,380
       12,979
       14,380
  
Total other intangible assets acquired 

 

 $23,944
   

 

 $35,415
   

 

 $22,239
   

 

 $35,415
  

Amortization expense related to other intangible assets acquired that are subject to amortization was $3.9 million in the first six months of 2011 and is expected to be $3.2 million for the remainder of fiscal year 2011.

8

THE NEW YORK TIMES COMPANY
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Unaudited)





Amortization expense related to other intangible assets acquired that are subject to amortization was $5.6 million in the first nine months of 2011 and is expected to be $1.5 million for the remainder of fiscal year 2011.

Amortization expense for the next five years related to these intangible assets is expected to be as follows:
 
(In thousands) Amount
2012 $4,800
2013 1,600
2014 600
2015 350
2016 270

NOTE 6. INVESTMENTS IN JOINT VENTURES

As of June 26,September 25, 2011, our investments in joint ventures consisted of equity ownership interests in the following entities:

 
Company 
Approximate %
Ownership
Metro Boston LLC 49%
Donohue Malbaie Inc. 49%
Madison Paper Industries 40%
quadrantONE LLC 25%
Fenway Sports Group 16.577.3%
(1)
(1) On July 1, 2011, we sold
See Note 8 for information regarding the sale of a portion of our ownership interest in Fenway Sports Group. See Note 16 for additional information regarding the sale.

The following table presents summarized unaudited condensed combined income statements for our unconsolidated joint ventures.

 
 For the Quarters Ended For the Six Months Ended For the Quarters Ended For the Nine Months Ended
(In thousands) June 30,
2011
 June 30,
2010
 June 30,
2011
 June 30,
2010
 September 30,
2011
 September 30,
2010
 September 30,
2011
 September 30,
2010
Revenues $374,632
 $314,404
 $573,812
 $430,323
 $389,814
 $294,152
 $963,626
 $724,475
Costs and expenses 345,335
 258,040
 563,636
 377,564
 399,531
 245,393
 963,167
 622,957
Operating profit 29,297
 56,364
 10,176
 52,759
Other (loss)/income (5,838) 434
 (9,321) 26,031
Pre-tax income 23,459
 56,798
 855
 78,790
Operating (loss)/profit (9,717) 48,759
 459
 101,518
Other income/(loss) 1,227
 2,938
 (8,094) 28,969
Pre-tax (loss)/income (8,490) 51,697
 (7,635) 130,487
Income tax expense/(benefit) 217
 36
 (874) (1,008) 1,028
 366
 154
 (642)
Net income 23,242
 56,762
 1,729
 79,798
Net (loss)/income (9,518) 51,331
 (7,789) 131,129
Net income attributable to noncontrolling interest 5,281
 6,468
 10,695
 11,539
 6,279
 6,973
 16,974
 18,512
Net income/(loss) less noncontrolling interest $17,961
 $50,294
 $(8,966) $68,259
Net (loss)/income less noncontrolling interest $(15,797) $44,358
 $(24,763) $112,617

9

THE NEW YORK TIMES COMPANY
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Unaudited)





NOTE 7. DEBT OBLIGATIONS

As of June 26,September 25, 2011, our current indebtedness included senior notes; a private financing arrangement with Inmobiliaria Carso, S.A. de C.V. and Banco Inbursa S.A., Institución de Banca Múltiple, Grupo Financiero Inbursa;notes and a sale-leaseback of a portion of our New York headquarters. Our total debt and capital lease obligations consisted of the following:
 
(In thousands) Coupon Rate June 26,
2011
 December 26,
2010
 Coupon Rate September 25,
2011
 December 26,
2010
Senior notes due 2015, called in 2011 14.053% $229,684
 $227,680
 14.053% $
 $227,680
Senior notes due 2012 4.610% 74,835
 74,771
 4.610% 74,867
 74,771
Senior notes due 2015 5.0% 249,875
 249,860
 5.0% 249,883
 249,860
Senior notes due 2016 6.625% 220,439
 220,102
 6.625% 220,612
 220,102
Option to repurchase ownership interest in headquarters building in 2019   219,072
 217,306
   219,952
 217,306
Total debt   993,905
 989,719
   765,314
 989,719
Capital lease obligations   6,713
 6,724
   6,707
 6,724
Total debt and capital lease obligations   $1,000,618
 $996,443
   $772,021
 $996,443

Current PortionPrepayment of Long-Term Debt14.053% Notes

On July 11,August 15, 2011, we gave notice to the holders of our 14.053% senior unsecured notes due January 15, 2015 (the “14.053% Notes”) of our election to prepay,prepaid in full all $250.0 million outstanding aggregate principal amount of the 14.053% Notes on Augustsenior unsecured notes due January 15, 2011. As a result,2015 (the “14.053% Notes”). The prepayment totaled approximately $280 million, comprising (1) the carrying value$250.0 million aggregate principal amount of the 14.053% Notes, totaling(2) approximately $229.73 million is included in “Current portion of long-term debtrepresenting all interest that was accrued and capital lease obligations” in our Condensed Consolidated Balance Sheet as of June 26, 2011. See Note 16 for additional information regarding our election to prepayunpaid on the 14.053% Notes.Notes to August 15, 2011, and (3) a make-whole premium amount of approximately $27 million due in connection with the prepayment. We funded the prepayment from available cash. As a result of this prepayment, we recorded a $46.4 million pre-tax charge in the third quarter of 2011.

Long-Term Debt

Based on borrowing rates currently available for debt with similar terms and average maturities, the fair value of our long-term debt was approximately $887863 million as of June 26,September 25, 2011 and $1.1 billion as of December 26, 2010.

New Revolving Credit Facility

In early June 2011, we completedentered into a new $125.0 million asset-backed 5-year revolving credit facility. This new credit facility replaced our $400.0 million revolving credit facility, which was to expire on June 21, 2011. As of June 26,September 25, 2011, there were $0 outstanding borrowings under the new credit facility.

Borrowings under the new credit facility will be secured by a lien on certain advertising receivables. In addition, borrowings bear interest at specified margins based on our utilization and at rates that vary between the LIBOR and prime rates (as defined by the credit agreement) depending on the term to maturities we specify. The new credit facility contains various customary affirmative and negative covenants.

Interest expense, netExpense, Net

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

 For the Quarters Ended For the Six Months Ended For the Quarters Ended For the Nine Months Ended
(In thousands) June 26,
2011
 June 27,
2010
 June 26,
2011
 June 27,
2010
 September 25,
2011
 September 26,
2010
 September 25,
2011
 September 26,
2010
Cash interest expense $23,215
 $19,052
 $46,168
 $38,012
 $18,712
 $18,910
 $64,880
 $56,922
Non-cash amortization of discount on debt 2,085
 1,937
 4,187
 3,941
 1,445
 2,113
 5,632
 6,054
Capitalized interest (27) (20) (332) (20) (11) (80) (343) (100)
Interest income (121) (355) (280) (735) (107) (316) (387) (1,051)
Total interest expense, net $25,152
 $20,614
 $49,743
 $41,198
 $20,039
 $20,627
 $69,782
 $61,825

10

THE NEW YORK TIMES COMPANY
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Unaudited)





NOTE 8. OTHER

Gain on Sale of Investments

On July 1, 2011, we sold 390 of our remaining 700 units in Fenway Sports Group for $117.0 million. In the third quarter of 2011, we recorded a pre-tax gain of $65.3 million from the sale. Following the sale, we own 310 units, or 7.3%of investmentFenway Sports Group. We continue to market our remaining interest in Fenway Sports Group, in whole or in parts.

In the first quarter of 2011, we sold a minor portion of our interest in Indeed.com, a job listing aggregator, resulting in a gain of $5.9 million. We still retain a substantial portion of our initial interest in Indeed.com.

Severance Costs

We recognized severance costs of $1.93.0 million in the secondthird quarter of 2011 and $2.75.7 million in the first sixnine months of 2011. These costs were primarily recognized at the News Media Group related to various initiatives and are primarily recorded in “Selling, general and administrative costs” in our Condensed Consolidated Statements of Operations. As of June 26,September 25, 2011, we had a severance liability of approximately $78 million included in “Accrued expenses”expenses and other” in our Condensed Consolidated Balance Sheet.

NOTE 9. PENSION AND OTHER POSTRETIREMENT BENEFITS

Pension

We sponsor several pension plans, the majority of which have been frozen; participate in The New York Times Newspaper Guild pension plan, a joint Company and Guild-sponsored plan; and make contributions to several multiemployer plans in connection with collective bargaining agreements. These plans cover the majority of our employees.

In the second quarter of 2011, certain employees of The Boston Globe (the “Globe”) represented by a union ratified amendments to their collective bargaining agreement which resultedresulting in a partial withdrawal from a multiemployer pension plan. We recorded an estimated $4.2 million charge for our withdrawal obligation under this multiemployer pension plan.

Our Company-sponsored defined benefit pension plans include qualified plans (funded) as well as non-qualified plans (unfunded). These plans provide participating employees with retirement benefits in accordance with benefit formulas detailed in each plan. Our non-qualified plans provide enhanced retirement benefits to select members of management.

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

 For the Quarters Ended For the Quarters Ended
 June 26, 2011 June 27, 2010 September 25, 2011 September 26, 2010
(In thousands) 
Qualified
Plans
 
Non-
Qualified
Plans
 All Plans 
Qualified
Plans
 
Non-
Qualified
Plans
 All Plans 
Qualified
Plans
 
Non-
Qualified
Plans
 All Plans 
Qualified
Plans
 
Non-
Qualified
Plans
 All Plans
Service cost $3,019
 $377
 $3,396
 $3,055
 $28
 $3,083
 $3,019
 $377
 $3,396
 $2,937
 $15
 $2,952
Interest cost 24,998
 3,286
 28,284
 25,943
 3,426
 29,369
 24,998
 3,286
 28,284
 24,996
 3,362
 28,358
Expected return on plan assets (27,953) 
 (27,953) (28,392) 
 (28,392) (27,953) 
 (27,953) (28,420) 
 (28,420)
Amortization of prior service cost 201
 
 201
 201
 
 201
 201
 
 201
 201
 
 201
Recognized actuarial loss 6,445
 804
 7,249
 4,147
 2,459
 6,606
 6,445
 804
 7,249
 4,084
 565
 4,649
Net periodic pension cost $6,710
 $4,467
 $11,177
 $4,954
 $5,913
 $10,867
 $6,710
 $4,467
 $11,177
 $3,798
 $3,942
 $7,740


11

THE NEW YORK TIMES COMPANY
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Unaudited)





 For the Six Months Ended For the Nine Months Ended
 June 26, 2011 June 27, 2010 September 25, 2011 September 26, 2010
(In thousands) 
Qualified
Plans
 
Non-
Qualified
Plans
 All Plans 
Qualified
Plans
 
Non-
Qualified
Plans
 All Plans 
Qualified
Plans
 
Non-
Qualified
Plans
 All Plans 
Qualified
Plans
 
Non-
Qualified
Plans
 All Plans
Service cost $6,038
 $754
 $6,792
 $6,169
 $30
 $6,199
 $9,057
 $1,131
 $10,188
 $9,106
 $45
 $9,151
Interest cost 49,996
 6,572
 56,568
 51,899
 6,725
 58,624
 74,994
 9,858
 84,852
 76,895
 10,087
 86,982
Expected return on plan assets (55,906) 
 (55,906) (56,785) 
 (56,785) (83,859) 
 (83,859) (85,205) 
 (85,205)
Amortization of prior service cost 402
 
 402
 402
 
 402
 603
 
 603
 603
 
 603
Recognized actuarial loss 12,890
 1,608
 14,498
 8,328
 2,972
 11,300
 19,335
 2,412
 21,747
 12,412
 3,537
 15,949
Net periodic pension cost $13,420
 $8,934
 $22,354
 $10,013
 $9,727
 $19,740
 $20,130
 $13,401
 $33,531
 $13,811
 $13,669
 $27,480
    
In the first sixnine months of 2011, we made contributions oftotaling approximately $6270 million to certain qualified pension plans. The majority of these contributions were discretionary. Based on our contractual obligations, we expect to make 2011 contributions of approximately $32 million (of which approximately $1826 million was made in the first sixnine months of 2011) to The New York Times Newspaper Guild pension plan. Except for contractual contributions to The New York Times Newspaper Guild pension plan, we do not expect to have material mandatory contributionsaddressed our minimum funding requirements for 2011 and a significant portion for 2012 through 2012, althoughdiscretionary contributions. However, we may make additional discretionary contributions in 2011 or 2012 to our Company-sponsored qualified pension plans based on cash flows, pension asset performance, interest rates and other factors.

Other Postretirement Benefits

We provide health benefits to retired employees (and their eligible dependents) who meet the definition of an eligible participant and certain age and service requirements, as outlined in the plan document. While we offer pre-age 65 retiree medical coverage to employees who meet certain retiree medical eligibility requirements, we no longer provide post-age 65 retiree medical benefits for employees who retire on or after March 1, 2009. We also contribute to a postretirement plan under the provisions of a collective bargaining agreement. We accrue the costs of postretirement benefits during the employees’ active years of service and our policy is to pay our portion of insurance premiums and claims from our general corporate assets.

In October 2011, we amended our retiree medical plan. See Note 16 for additional information.

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

 
 For the Quarters Ended For the Six Months Ended For the Quarters Ended For the Nine Months Ended
(In thousands) June 26,
2011
 June 27,
2010
 June 26,
2011
 June 27,
2010
 September 25,
2011
 September 26,
2010
 September 25,
2011
 September 26,
2010
Service cost $290
 $269
 $580
 $538
 $290
 $269
 $870
 $807
Interest cost 1,825
 2,335
 3,650
 4,670
 1,825
 2,335
 5,475
 7,005
Amortization of prior service credit (3,901) (3,900) (7,802) (7,800) (3,901) (3,900) (11,703) (11,700)
Recognized actuarial loss 481
 782
 962
 1,564
 481
 782
 1,443
 2,346
Net periodic postretirement benefit income $(1,305) $(514) $(2,610) $(1,028) $(1,305) $(514) $(3,915) $(1,542)

NOTE 10. INCOME TAXES

We had an income tax benefit of $16.6 million (effectiveeffective tax rate of 12.2%) on a pre-tax loss of $136.4 million49.8% in the secondthird quarter of 2011 and an income tax benefit of $15.2 million (effective tax rate of 11.7%) on a pre-tax loss of $129.8 million in the first six months of 2011. The effective tax rate was impacted by certain non-deductible items resulting in a higher than customary effective tax rate. Our effective tax rate for the second quarter and first sixnine months of 2011 was unfavorably affectedis not meaningful because a portion of the non-cash charge in the second quarter of 2011 for the impairment of the Regional Media Group's goodwill iswas non-deductible.

We had an effective income tax rate of 44.6%32.8% in the secondthird quarter of 2010. The effective tax rate was impacted by lower state tax rates applied to the impairment charge associated with the Globe's Billerica, Mass., printing facility, and pension withdrawal expense in the third quarter of 2010. The effective tax rate for the first sixnine months of 2010 was 53.4%54.8%, primarily because of a $10.9 million tax charge for the reduction in future tax benefits for certain retiree health benefits resulting from the federal health care reform legislation enacted in March 2010.


12

THE NEW YORK TIMES COMPANY
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Unaudited)





NOTE 11. DISCONTINUED OPERATIONS

The results of operations for WQXR-FM, a New York City classical radio station, which was sold in October 2009, are presented as discontinued operations. We received proceeds related to the sale of approximately $45 million and recorded a pre-tax gain of approximately $35 million (approximately $19 million after tax) in the fourth quarter of 2009. InWe had a net loss from discontinued operations of $0.2 million in the secondthird quarter of 2010 we hadand net income from discontinued operations of $0.2 million13,000 in the first nine months of 2010 as a result of post-closing adjustments to the gain.

NOTE 12. EARNINGS/(LOSS)/EARNINGS PER SHARE

Basic and diluted earnings/(loss)/earnings per share have been computed as follows:
  For the Quarters Ended For the Six Months Ended
(In thousands, except per share data) June 26,
2011
 June 27,
2010
 June 26,
2011
 June 27,
2010
Amounts attributable to The New York Times Company common stockholders:        
(Loss)/income from continuing operations $(119,718) $31,796
 $(114,299) $44,589
Income from discontinued operations, net of income taxes 
 237
 
 237
Net (loss)/income $(119,718) $32,033
 $(114,299) $44,826
Average number of common shares outstanding–Basic 147,176
 145,601
 146,976
 145,398
Incremental shares for assumed exercise of securities 
 7,361
 
 8,457
Average number of common shares outstanding–Diluted 147,176
 152,962
 146,976
 153,855
Basic (loss)/earnings per share attributable to The New York Times Company common stockholders:        
(Loss)/income from continuing operations $(0.81) $0.22
 $(0.78) $0.31
Income from discontinued operations, net of income taxes 
 
 
 
Net (loss)/income–Basic $(0.81) $0.22
 $(0.78) $0.31
Diluted (loss)/earnings per share attributable to The New York Times Company common stockholders:        
(Loss)/income from continuing operations $(0.81) $0.21
 $(0.78) $0.29
Income from discontinued operations, net of income taxes 
 
 
 
Net (loss)/income–Diluted $(0.81) $0.21
 $(0.78) $0.29
  For the Quarters Ended For the Nine Months Ended
(In thousands, except per share data) September 25,
2011
 September 26,
2010
 September 25,
2011
 September 26,
2010
Amounts attributable to The New York Times Company common stockholders:        
Income/(loss) from continuing operations $15,685
 $(4,037) $(98,614) $40,552
(Loss)/income from discontinued operations, net of income taxes 
 (224) 
 13
Net income/(loss) $15,685
 $(4,261) $(98,614) $40,565
Average number of common shares outstanding–Basic 147,355
 145,803
 147,103
 145,533
Incremental shares for assumed exercise of securities 3,938
 
 
 7,559
Average number of common shares outstanding–Diluted 151,293
 145,803
 147,103
 153,092
Basic earnings/(loss) per share attributable to The New York Times Company common stockholders:        
Income/(loss) from continuing operations $0.11
 $(0.03) $(0.67) $0.28
(Loss)/income from discontinued operations, net of income taxes 
 
 
 
Net income/(loss)–Basic $0.11
 $(0.03) $(0.67) $0.28
Diluted earnings/(loss) per share attributable to The New York Times Company common stockholders:        
Income/(loss) from continuing operations $0.10
 $(0.03) $(0.67) $0.26
Loss/(income) from discontinued operations, net of income taxes 
 
 
 
Net income/(loss)–Diluted $0.10
 $(0.03) $(0.67) $0.26

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 and warrants could have the most significant impact on diluted shares.

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 Common Stock, because their inclusion results inwould have an anti-dilutive effect on per share amounts.

The number of stock options that were excluded from the computation of diluted earnings per share because they were anti-dilutive due to a loss from continuing operations were approximately20 million and 22 million in the secondthird quarter and for the first sixnine months of 2011. The number2011 and approximately 26 million and 25 million in the third quarter and for the first nine months of stock options that2010.

A total of 15.9 million warrants were excluded from the computation of diluted earnings per share because their exercise price exceededfor the market valuefirst nine months of our Common Stock was approximately2011 and 25 million in the secondthird quarter and first six months of 2010. because they were anti-dilutive.





13

THE NEW YORK TIMES COMPANY
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Unaudited)





NOTE 13. SUPPLEMENTAL STOCKHOLDERS' EQUITY INFORMATION

Stockholders' equity is summarized as follows:

 
(In thousands) Total New York Times Company Stockholders' Equity Noncontrolling Interest Total Stockholders' Equity Total New York Times Company Stockholders' Equity Noncontrolling Interest Total Stockholders' Equity
Balance as of December 26, 2010 $659,927
 $4,149
 $664,076
 $659,927
 $4,149
 $664,076
Net loss (114,299) (298) (114,597) (98,614) (515) (99,129)
Other comprehensive income 10,183
 
 10,183
 10,865
 
 10,865
Issuance of shares 5,762
 
 5,762
 8,055
 
 8,055
Stock-based compensation 7,955
 
 7,955
 8,815
 
 8,815
Balance as of June 26, 2011 $569,528
 $3,851
 $573,379
Balance as of September 25, 2011 $589,048
 $3,634
 $592,682
 
(In thousands) Total New York Times Company Stockholders' Equity Noncontrolling Interest Total Stockholders' Equity Total New York Times Company Stockholders' Equity Noncontrolling Interest Total Stockholders' Equity
Balance as of December 27, 2009 $604,042
 $3,201
 $607,243
 $604,042
 $3,201
 $607,243
Net income 44,826
 1,151
 45,977
 40,565
 1,054
 41,619
Other comprehensive loss (7,511) 
 (7,511) (1,608) 
 (1,608)
Issuance of shares 6,558
 
 6,558
 9,106
 
 9,106
Stock-based compensation 4,103
 
 4,103
 5,835
 
 5,835
Balance as of June 27, 2010 $652,018
 $4,352
 $656,370
Balance as of September 26, 2010 $657,940
 $4,255
 $662,195

Comprehensive income/(loss)/income was as follows:

 For the Quarters Ended For the Six Months Ended For the Quarters Ended For the Nine Months Ended
(In thousands) June 26,
2011
 June 27,
2010
 June 26,
2011
 June 27,
2010
 September 25,
2011
 September 26,
2010
 September 25,
2011
 September 26,
2010
Net (loss)/income $(119,823) $31,819
 $(114,597) $45,977
Net income/(loss) $15,468
 $(4,358) $(99,129) $41,619
Other comprehensive income/(loss):                
Foreign currency translation adjustments 699
 (7,122) 8,444
 (14,127) (5,186) 8,161
 3,258
 (5,966)
Unrealized derivative loss on cash-flow hedge of equity method investment 
 
 77
 
Unrealized derivative gain on cash-flow hedge of equity method investment 726
 
 803
 
Adjustments to pension benefits obligation 
 (4,087) 
 (4,087) 
 
 
 (4,087)
Amortization of unrecognized amounts included in pension and postretirement benefits obligations 4,030
 3,691
 8,643
 5,468
 5,999
 1,730
 14,642
 7,198
Income tax (expense)/benefit (2,029) 3,041
 (6,981) 5,235
 (857) (3,988) (7,838) 1,247
Total other comprehensive income/(loss) 2,700
 (4,477) 10,183
 (7,511) 682
 5,903
 10,865
 (1,608)
Comprehensive (loss)/income (117,123) 27,342
 (104,414) 38,466
Comprehensive income/(loss) 16,150
 1,545
 (88,264) 40,011
Net loss/(income) attributable to the noncontrolling interest 105
 214
 298
 (1,151) 217
 97
 515
 (1,054)
Comprehensive (loss)/income attributable to The New York Times Company common stockholders $(117,018) $27,556
 $(104,116) $37,315
Comprehensive income/(loss) attributable to The New York Times Company common stockholders $16,367
 $1,642
 $(87,749) $38,957

The “Accumulated other comprehensive loss, net of income taxes” in our Condensed Consolidated Balance Sheets was net of a deferred income tax benefit of approximately $276275 million as of June 26,September 25, 2011, and $280 million as of December 26, 2010.


14

THE NEW YORK TIMES COMPANY
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Unaudited)





NOTE 14. SEGMENT INFORMATION

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

Below is a description of our reportable segments:

News Media Group

The News Media Group consists of The New York Times Media Group, which includes The New York Times, the International Herald Tribune, NYTimes.com, and related businesses; the New England Media Group, which includes the Globe, BostonGlobe.com, Boston.com, the Worcester Telegram & Gazette, Telegram.com, and related businesses; and the Regional Media Group, which includes 14 daily newspapers in Alabama, California, Florida, Louisiana, North Carolina and South Carolina, their Web sites, other print publications and related businesses.

About Group

The About Group consists of About.com, ConsumerSearch.com, CalorieCount.com and related businesses. In February 2011, we sold UCompareHealthCare.com.

 Our Statements of Operations by segment and Corporate were as follows:

 For the Quarters Ended For the Six Months Ended For the Quarters Ended For the Nine Months Ended
(In thousands) June 26,
2011
 June 27,
2010
 June 26,
2011
 June 27,
2010
 September 25,
2011
 September 26,
2010
 September 25,
2011
 September 26,
2010
Revenues                
News Media Group $548,858
 $555,898
 $1,084,220
 $1,109,067
 $511,511
 $521,868
 $1,595,731
 $1,630,935
About Group 27,844
 33,689
 58,986
 68,387
 25,724
 32,465
 84,710
 100,852
Total $576,702
 $589,587
 $1,143,206
 $1,177,454
 $537,235
 $554,333
 $1,680,441
 $1,731,787
Operating (loss)/profit        
Operating profit/(loss)        
News Media Group(1)
 $(116,625) $54,397
 $(85,960) $102,868
 $30,020
 $6,046
 $(55,940) $108,914
About Group 11,597
 15,346
 25,862
 31,906
 9,544
 13,876
 35,406
 45,782
Corporate (9,049) (8,918) (22,905) (21,291) (6,519) (10,929) (29,424) (32,220)
Total $(114,077) $60,825
 $(83,003) $113,483
 $33,045
 $8,993
 $(49,958) $122,476
Gain on sale of investment 
 9,128
 5,898
 9,128
Income/(loss) from joint ventures 2,791
 7,678
 (2,958) 16,789
Gain on sale of investments 65,273
 
 71,171
 9,128
(Loss)/income from joint ventures (1,068) 5,482
 (4,026) 22,271
Premium on debt redemption 46,381
 
 46,381
 
Interest expense, net 25,152
 20,614
 49,743
 41,198
 20,039
 20,627
 69,782
 61,825
(Loss)/income from continuing operations before income taxes (136,438) 57,017
 (129,806) 98,202
Income tax (benefit)/expense (16,615) 25,435
 (15,209) 52,462
(Loss)/income from continuing operations (119,823) 31,582
 (114,597) 45,740
Income from discontinued operations, net of income taxes 
 237
 
 237
Net (loss)/income (119,823) 31,819
 (114,597) 45,977
Income/(loss) from continuing operations before income taxes 30,830
 (6,152) (98,976) 92,050
Income tax expense/(benefit) 15,362
 (2,018) 153
 50,444
Income/(loss) from continuing operations 15,468
 (4,134) (99,129) 41,606
(Loss)/income from discontinued operations, net of income taxes 
 (224) 
 13
Net income/(loss) 15,468
 (4,358) (99,129) 41,619
Net loss/(income) attributable to the noncontrolling interest 105
 214
 298
 (1,151) 217
 97
 515
 (1,054)
Net (loss)/income attributable to The New York Times Company common stockholders $(119,718) $32,033
 $(114,299) $44,826
Net income/(loss) attributable to The New York Times Company common stockholders $15,685
 $(4,261) $(98,614) $40,565
(1) 
In the second quarter of 2011, we recorded a $161.3 million impairment charge, primarily related to goodwill at the Regional Media Group, and a $4.2 million charge for a pension withdrawal obligation under a multiemployer pension plan at the Globe. In the third quarter of 2010, we recorded a $16.1 million impairment charge associated with the Globe's Billerica, Mass., printing facility and a $6.3 million charge for a pension withdrawal obligation under a multiemployer pension plan at the Globe. The Regional Media Group and the Globe which are botha part of the News Media Group reportable segment.


15

THE NEW YORK TIMES COMPANY
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Unaudited)





NOTE 15. CONTINGENT LIABILITIES

Restricted Cash

We were required to maintain $28.6 million of restricted cash as of June 26,September 25, 2011 forsubject to certain collateral requirements primarily for obligations under our workers' compensation programs. These collateral requirements were previously supported by letters of credit under our revolving credit facility that was replaced in June 2011.

Other

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

NOTE 16. SUBSEQUENT EVENTS

Partial Sale of Fenway Sports GroupAmended Retiree Benefit Plan

On JulyIn October 2011, we amended our retiree medical plan by, among other things, placing a cap (effective January 1, 2011,2012) on our contributions for certain retiree groups. In connection with this plan amendment, we sold 390remeasured our postretirement obligation as of our remaining 700 unitsthe plan amendment date. The plan amendment and remeasurement resulted in Fenway Sports Group for $117.0 million. We expecta decrease in the postretirement liability and an estimated pre-tax gainincrease in other comprehensive income (before taxes) of approximately $6420 million from the sale, which will be recorded in the third quarter ofOctober 2011. Following the sale, we own 310 units, or 7.3% of Fenway Sports Group. We intend to continue to explore the sale of our remaining interest in Fenway Sports Group, in whole or in parts.

Election to Prepay 14.053% Notes

On July 11, 2011, we gave notice to the holders of our 14.053% Notes of our election to prepay, in full, all $250.0 million outstanding aggregate principal amount of the 14.053% Notes on August 15, 2011. We are estimating a prepayment of approximately $279 million, comprising (1) the $250.0 million aggregate principal amount of the 14.053% Notes, (2) approximately $3 million representing all interest that will be accrued and unpaid on the 14.053% Notes to August 15, 2011, and (3) a make-whole premium amount of approximately $26 million due in connection with the prepayment (the actual amount of the make-whole premium will be computed 2 days prior to the prepayment). We will fund the prepayment from available cash. We expect an estimated charge of approximately $46 million in the third quarter of 2011 as a result of this prepayment.

16



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

We are a diversified media company that currently includes newspapers, digital businesses, investments in paper mills and other investments. We classify our businesses based on our operating strategies into two reportable segments, the News Media Group and the About Group. Our segments and divisions are:

News Media Group (consisting of The New York Times Media Group, which includes The New York Times (“The Times”), the International Herald Tribune, NYTimes.com, and related businesses; the New England Media Group, which includes The Boston Globe (the “Globe”), BostonGlobe.com, Boston.com, the Worcester Telegram & Gazette, Telegram.com, and related businesses; and the Regional Media Group, which includes 14 daily newspapers, other print publications and related businesses). The News Media Group generates revenues principally from print and digital advertising and through print and digital circulation. Other revenues primarily consist of revenues from news services/syndication, commercial printing, rental income, digital archives and direct mail advertising services. The News Media Group’s main operating costs are employee-related costs and raw materials, primarily newsprint.

About Group (consisting of About.com, ConsumerSearch.com, CalorieCount.com and related businesses). The About Group generates revenues through cost-per-click advertising (sponsored links for which the About Group is paid when a user clicks on the ad), display advertising and e-commerce (including sales lead generation). Almost all of its revenues (95% in the first sixnine months of 2011) are derived from the sale of cost-per-click and display advertising. Cost-per-click advertising accounted for 57%56% of the About Group’s total advertising revenues in the first sixnine months of 2011. The About Group’s main operating costs are employee-related costs and content and hosting costs.

Joint Ventures Our investments accounted for under the equity method are as follows:
a 49% interest in Metro Boston LLC, which publishes a free daily newspaper in the greater Boston area;
a 49% interest in a Canadian newsprint company, Donohue Malbaie Inc.;
a 40% interest in a partnership, Madison Paper Industries, operating a supercalendered paper mill in Maine;
a 25% interest in quadrantONE LLC, an online advertising network that sells bundled premium, targeted display advertising onto local newspaper and other Web sites; and
a 16.57%7.3% interest in Fenway Sports Group, which owns the Boston Red Sox baseball club; Liverpool Football Club (a soccer team in the English Premier League); approximately 80% of New England Sports Network (a regional cable sports network that televises the Red Sox and Boston Bruins hockey games); and 50% of Roush Fenway Racing (a leading NASCAR team). On July 1, 2011, we sold part of our interest in Fenway Sports Group reducing our ownership interest to 7.3%. See the “Recent Developments” section for additional information.

Economic and industry conditions continue to present us with challenges. While the second quarter was a historic one for us, as we successfully launched The Times digital subscriptions and began to see the early effect on our overall financial performance, the business climate did not change, as advertisers remained sensitive to the uneven economic environment and global events. During the secondthird quarter and first sixnine months of 2011, we experienced a decline in total revenues of 2.2%3.1% and 2.9%3.0%, respectively, reflecting the continuing uncertainty in economic conditions and ongoing transformation of our industry, while operating costs decreased 3.6% and 1.4%, respectively, compared with the same prior-year periods, while operating costs decreased slightly during these same periods.

The advertising marketplace continues to experience uncertaintyremained challenging in the third quarter as advertisers respondexercised more caution than in the first half of 2011 in response to uneven economic conditions global events and lingering uncertainty about the transformation in our industry, resulting in limited visibility and volatility with regard to planning and ad spending. This has contributed to the decline in print advertising revenues and growth in digital advertising revenues we experienced in the second quarter and first six months of 2011.economic outlook. Compared with the prior-year period, total advertising revenues decreased 4.0%8.8% in the secondthird quarter of 2011 as a 6.4%print advertising revenues declined 10.4% and digital advertising revenues declined 4.5%. The decline in digital advertising revenues was driven by continued challenges at the About Group, offset in part by an increase in the News Media Group's digital advertising revenues, the growth of which moderated in the third quarter of 2011 compared with recent quarters. For the first nine months of 2011, total advertising revenues decreased 5.6% as an 8.0% decline in print advertising revenues was partially offset by a 2.6% increase in digital advertising revenues. For the first six months of 2011, total advertising revenues decreased 4.2% as a 6.9% decline in print advertising revenues was partially offset by 3.5%0.9% growth in digital advertising revenues, compared with the same prior-year period. Visibility remains limited for advertising. In October, we saw total advertising revenue trends improve modestly relative to those of the third quarter of 2011 we expect similardue to a slight moderation in declines in print advertising revenues. October total digital advertising revenue trends were similar to those of the secondthird quarter of 2011, reflecting ongoing digital strength at the News Media Group, partially offset by softness at the About Group.2011.

The About Group advertising revenues decreased in the secondthird quarter and first sixnine months of 2011 were negatively impacted by design changescompared with the same prior-year periods mainly as a result of declines in both cost-per-click advertisements served by Google that continuedand display advertising. Cost-per-click advertising revenues decreased primarily due to have a negative effect onlower click-through rates although we believe we will finish cycling through that impact atand the end of July and expect to see a modest improvement in cost-per-click revenue trends beginning in August 2011. The About Group also experienced a negative effect on page views in the second quarter of 2011mainly due to increased competition as well asin the content space and the algorithm changes Google implemented during the first quarter of 2011. The About Group is implementing a plan to grow content and traffic, improve its advertising effectiveness, and aggressively respond to the increased competition in both the display and search engine advertising markets.



17



Circulation revenues wereincreased 3.4% in the third quarter and remained flat in the second quarter and decreased 1.9% in the first sixnine months of 2011 compared with the same prior-year periods. The introduction of The Times digital subscriptions in the second quarter of 2011 helped to offset the decline in print copies sold across the News Media Group in the second quarter.third quarter of 2011. We expect total circulation revenues to increase in the low-singlelow- to mid-single digits in the thirdfourth quarter of 2011 primarily due to the positive impacteffect of launching The Times digital subscriptions. The digital subscription model is a long-term effort and its full impact on revenues will be more evident over the course of the year as we progress past the early stages of the plan. Our ability to further monetize our digital content will provide us with a significant new revenue stream in the second half of 2011.

17



The Times introduced digital subscription packages on NYTimes.com and across other digital platforms in Canada in mid-March and globally at the beginning of the second quarter. Paid digital subscribers to theThe Times digital subscription packages, e-readers and replica editions totaled approximately 224,000324,000 as of the end of the secondthird quarter of 2011. In addition, paid digital subscribers to e-readers and replica editions totaled approximately 57,000, for total paid digital subscribers of 281,000 as of the end of the second quarter.

In addition to these paid digital subscribers, as of the end of the secondthird quarter of 2011, The Times had approximatelymore than 100,000 highly engaged users, sponsored by a luxury automobile brand, who havewith free access to NYTimes.com and smartphone apps until the end of 2011, sponsored by a luxury automobile brand, and approximately 756,000800,000 home-delivery subscribers with linked digital accounts, who receive free digital access.

In total, The Times had paid orand sponsored relationships with over 11.2 million digital users as of the end of the secondthird quarter of 2011.

Operating costs decreased slightly3.6% in the secondthird quarter and 1.4% in the first sixnine months of 2011 compared with the same periods in 2010 primarily as lower compensation costs and professional fees were partially offset by higher promotion costs, as well as by newsprint and various other expenses in the first sixnine months of 2011. While our expense control efforts have become more challenging, weWe remain focused on identifying further efficiencies across our operations, which through 2012 may include increased manufacturing efficiencies, further leveraging of centralized resources and lower ongoing outside printing expenses.expenses, while continuing to invest in our digital businesses. We expect operating costs to decline in the low-singlelow- to mid-single digits in the second half of 2011, with most of the decline occurring in the fourth quarter of 2011. While newsprintNewsprint prices have remained stable since July 2010 prices were higherand in the secondfourth quarter of 2011, compared with the second quarter of 2010 as a result of prices rising steadily during the second quarter of 2010. In the third quarter of 2011, newsprint prices are expected to be relatively flat versus the same period in 2010.

We have continued to manage our liquidity position and finished the quarter with cash, cash equivalents and short-term investments of approximately $403$263 million, even after the prepayment of our $250.0 million 14.053% senior unsecured notes due January 15, 2015 (“14.053% Notes”) and making pension contributions of about $62$70 million to certain qualified pension plans in the first sixnine months of 2011. As of June 26,September 25, 2011, our total debt and capital lease obligations waswere approximately $1 billion$772 million and our total debt and capital lease obligations, net of cash, cash equivalents and short-term investments, which we believe provides a useful measure of our liquidity and overall debt position, waswere approximately $597$509 million. Over the past two years, we have taken decisive steps to strengthen our liquidity position and improve our debt profile. These efforts will allowhave allowed us to prepay on August 15, 2011, all of our $250.0 million 14.053% senior unsecured notes due January 15, 2015 (“14.053% Notes”),Notes, more than three years before these notes become due, which will provide us with increased financial flexibility.were scheduled to mature. In addition, in early June 2011, we entered into a new $125.0 million asset-backed five-year revolving credit facility that replaced our $400.0 million revolving credit facility. As of September 25, 2011, we had no outstanding borrowings under the new credit facility. See the “Recent Developments” section for additional information on the prepayment of our election to prepay the 14.053% Notes and ourthe new revolving credit facility.

We expect the following on a pre-tax basis in 2011:
Depreciation and amortization: $115 to $120 million,
Interest expense, net: $83 to $87$85 million, and
Capital expenditures: $45 to $55$50 million, which includes investments in digital systems across our Company.

We expect incomeresults from joint ventures to be $3 to $4 millionbreakeven in the second half of 2011, with approximately $1 million in the thirdfourth quarter of 2011. Income fromResults for joint ventures in 2011 will beare negatively impacted by Fenway Sports Group's acquisition of Liverpool Football Club, mainly due to amortization expense associated with the purchase, and will reflect, in the second half of the year, our 7.3% ownership interest following the partial sale of our 390 units on July 1, 2011.purchase. See also the “Recent Developments” section for additional information on the sale.partial sale of our ownership interest in Fenway Sports Group during the third quarter of 2011.

18



RECENT DEVELOPMENTS

Election to PrepayAmended Retiree Benefit Plan

In October 2011, we amended our retiree medical plan by, among other things, placing a cap (effective January 1, 2012) on our contributions for certain retiree groups. In connection with this plan amendment, we remeasured our postretirement obligation as of the plan amendment date. The plan amendment and remeasurement resulted in a decrease in the postretirement liability and an increase in other comprehensive income (before taxes) of approximately $20 million in October 2011.

Prepayment of 14.053% Notes

On July 11,August 15, 2011, we gave notice to the holders of our 14.053% Notes of our election to prepay,prepaid in full all $250.0 million outstanding aggregate principal amount of the 14.053% Notes on August 15, 2011. We are estimating aNotes. The prepayment oftotaled approximately $279$280 million, comprisingwhich included (1) the $250.0 million aggregate principal amount of the 14.053% Notes, (2) approximately $3 million representing all interest that will be accrued and unpaid on the 14.053% Notes to August 15, 2011, and (3) a make-whole premium amount of approximately $26$27 million due in connection with the prepayment (the actual amount of the make-whole premium will be computed two days prior to the prepayment).prepayment. We will fundfunded the prepayment from available cash. As a result of this prepayment, we expect an estimatedrecorded a $46.4 million pre-tax charge of approximately $46 million ($27 million after tax) in the third quarter of 2011 and expect to save in excess of $39 million annually in interest expense through January 15, 2015.

PartialGain on Sale of Fenway Sports GroupInvestments

On July 1, 2011, we sold 390 of our remaining 700 units in Fenway Sports Group for $117.0 million. We expect an estimatedrecorded a pre-tax gain of approximately $64$65.3 million which will be recorded in the third quarter of 2011. This transaction is in addition to the sale of 50 units of our original 750 units in Fenway Sports Group that resulted in a pre-tax gain of $9.1 million in the second quarter of 2010. Following these transactions, we own 310 units, or 7.3% of Fenway Sports Group. We intend to continue to explore the sale ofmarket our remaining interest in Fenway Sports Group, in whole or in parts, for whichparts.

In the first quarter of 2011, we have seen robust demand.sold a minor portion of our interest in Indeed.com, a job listing aggregator, resulting in a gain of $5.9 million. We still retain a substantial portion of our initial interest in Indeed.com.

Impairment of Assets

In the second quarter of 2011, we recorded a $161.3 million charge for the impairment of assets at the News Media Group. The impairment consisted of the write-down of goodwill at the Regional Media Group of $152.1 million and the write-down of certain assets held for sale of $9.2 million. See “Results of Operations – Other Items – Impairment of Assets” for additional information.

Pension Withdrawal Expense

In the second quarter of 2011, certain employees of the Globe represented by a union, ratified amendments to their collective bargaining agreement which resultedresulting in a partial withdrawal from a multiemployer pension plan. We recorded an estimated $4.2 million charge for our withdrawal obligation under this multiemployer pension plan.

New Revolving Credit Facility

In early June 2011, we completedentered into a new $125.0 million asset-backed five-year revolving credit facility. This new credit facility replaced our $400.0 million revolving credit facility, which was to expire on June 21, 2011. Borrowings under the new credit facility will be secured by a lien on certain advertising receivables. In addition, borrowings bear interest at specified margins based on our utilization and at rates that vary between the LIBOR and prime rates (as defined by the credit agreement) depending on the term to maturities we specify. See “Liquidity and Capital Resources – Third-Party Financing” for additional information.

Pension Contributions

In the first sixnine months of 2011, we made contributions of approximately $62$70 million to certain qualified pension plans. The majority of these contributions were discretionary. Based on our contractual obligations, we expect to make 2011 contributions of approximately $32 million (of which approximately $18$26 million was made in the first sixnine months of 2011) to The New York Times Newspaper Guild pension plan.




19



The recent declines in interest rates as well as softness in the equity market have had a negative effect on the funded status of many defined benefit pension plans, including our Company-sponsored and joint Company and Guild-sponsored plans. Except for contractual contributions to The New York Times Newspaper Guild pension plan, we do not expect to have material mandatory contributionsaddressed our minimum funding requirements for 2011 and a significant portion for 2012 through 2012, althoughdiscretionary contributions. However, we may make additional discretionary contributions in 2011 or 2012 to our Company-sponsored qualified pension plans based on cash flows, pension asset performance, interest rates and other factors.

Gain on Sale of Investment

In the first quarter of 2011, we sold a minor portion of our interest in Indeed.com, a job listing aggregator, resulting in a gain of $5.9 million. We still retain a substantial portion of our initial interest in Indeed.com.


1920



RESULTS OF OPERATIONS

The following table presents our consolidated financial results.
 
 For the Quarters Ended For the Six Months Ended For the Quarters Ended For the Nine Months Ended
(In thousands) June 26,
2011
 June 27,
2010
 % Change June 26,
2011
 June 27,
2010
 % Change September 25,
2011
 September 26,
2010
 % Change September 25,
2011
 September 26,
2010
 % Change
Revenues                        
Advertising $302,295
 $314,880
 (4.0) $601,175
 $627,538
 (4.2) $261,779
 $286,980
 (8.8) $862,954
 $914,518
 (5.6)
Circulation 234,894
 234,808
 0.0
 462,934
 471,671
 (1.9) 236,964
 229,148
 3.4
 699,898
 700,819
 (0.1)
Other 39,513
 39,899
 (1.0) 79,097
 78,245
 1.1
 38,492
 38,205
 0.8
 117,589
 116,450
 1.0
Total revenues 576,702
 589,587
 (2.2) 1,143,206
 1,177,454
 (2.9) 537,235
 554,333
 (3.1) 1,680,441
 1,731,787
 (3.0)
Operating costs                        
Production costs:                        
Raw materials 39,913
 38,373
 4.0
 80,150
 75,391
 6.3
 37,890
 39,571
 (4.2) 118,040
 114,962
 2.7
Wages and benefits 123,027
 123,905
 (0.7) 252,018
 252,438
 (0.2) 121,109
 123,766
 (2.1) 373,127
 376,204
 (0.8)
Other 74,058
 74,524
 (0.6) 148,307
 149,822
 (1.0) 73,904
 74,047
 (0.2) 222,211
 223,869
 (0.7)
Total production costs 236,998
 236,802
 0.1
 480,475
 477,651
 0.6
 232,903
 237,384
 (1.9) 713,378
 715,035
 (0.2)
Selling, general and administrative costs 258,688
 261,633
 (1.1) 521,993
 525,604
 (0.7) 241,885
 255,440
 (5.3) 763,878
 781,044
 (2.2)
Depreciation and amortization 29,547
 30,327
 (2.6) 58,195
 60,716
 (4.2) 29,402
 30,100
 (2.3) 87,597
 90,816
 (3.5)
Total operating costs 525,233
 528,762
 (0.7) 1,060,663
 1,063,971
 (0.3) 504,190
 522,924
 (3.6) 1,564,853
 1,586,895
 (1.4)
Impairment of assets 161,318
 
 N/A
 161,318
 
 N/A
 
 16,148
 N/A
 161,318
 16,148
 *
Pension withdrawal expense 4,228
 
 N/A
 4,228
 
 N/A
 
 6,268
 N/A
 4,228
 6,268
 (32.5)
Operating (loss)/profit (114,077) 60,825
 *
 (83,003) 113,483
 *
Gain on sale of investment 
 9,128
 N/A
 5,898
 9,128
 (35.4)
Income/(loss) from joint ventures 2,791
 7,678
 (63.6) (2,958) 16,789
 *
Operating profit/(loss) 33,045
 8,993
 *
 (49,958) 122,476
 *
Gain on sale of investments 65,273
 
 N/A
 71,171
 9,128
 *
(Loss)/income from joint ventures (1,068) 5,482
 *
 (4,026) 22,271
 *
Premium on debt redemption 46,381
 
 N/A
 46,381
 
 N/A
Interest expense, net 25,152
 20,614
 22.0
 49,743
 41,198
 20.7
 20,039
 20,627
 (2.9) 69,782
 61,825
 12.9
(Loss)/income from continuing operations before income taxes (136,438) 57,017
 *
 (129,806) 98,202
 *
Income tax (benefit)/expense (16,615) 25,435
 *
 (15,209) 52,462
 *
(Loss)/income from continuing operations (119,823) 31,582
 *
 (114,597) 45,740
 *
Income from discontinued operations, net of income taxes 
 237
 N/A
 
 237
 N/A
Net (loss)/income (119,823) 31,819
 *
 (114,597) 45,977
 *
Income/(loss) from continuing operations before income taxes 30,830
 (6,152) *
 (98,976) 92,050
 *
Income tax expense/(benefit) 15,362
 (2,018) *
 153
 50,444
 (99.7)
Income/(loss) from continuing operations 15,468
 (4,134) *
 (99,129) 41,606
 *
(Loss)/income from discontinued operations, net of income taxes 
 (224) N/A
 
 13
 N/A
Net income/(loss) 15,468
 (4,358) *
 (99,129) 41,619
 *
Net loss/(income) attributable to the noncontrolling interest 105
 214
 (50.9) 298
 (1,151) *
 217
 97
 *
 515
 (1,054) *
Net (loss)/income attributable to The New York Times Company common stockholders $(119,718) $32,033
 *
 $(114,299) $44,826
 *
Net income/(loss) attributable to The New York Times Company common stockholders $15,685
 $(4,261) *
 $(98,614) $40,565
 *
* Represents an increase or decrease in excess of 100%.* Represents an increase or decrease in excess of 100%.          * Represents an increase or decrease in excess of 100%.          

Revenues

Revenues by reportable segment and for the Company as a whole were as follows:
 
 For the Quarters Ended For the Six Months Ended For the Quarters Ended For the Nine Months Ended
(In thousands) June 26,
2011
 June 27,
2010
 % Change June 26,
2011
 June 27,
2010
 % Change September 25,
2011
 September 26,
2010
 % Change September 25,
2011
 September 26,
2010
 % Change
News Media Group $548,858
 $555,898
 (1.3) $1,084,220
 $1,109,067
 (2.2) $511,511
 $521,868
 (2.0) $1,595,731
 $1,630,935
 (2.2)
About Group 27,844
 33,689
 (17.3) 58,986
 68,387
 (13.7) 25,724
 32,465
 (20.8) 84,710
 100,852
 (16.0)
Total revenues $576,702
 $589,587
 (2.2) $1,143,206
 $1,177,454
 (2.9) $537,235
 $554,333
 (3.1) $1,680,441
 $1,731,787
 (3.0)


2021



News Media Group

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

 
 For the Quarters Ended For the Six Months Ended For the Quarters Ended For the Nine Months Ended
(In thousands) June 26,
2011
 June 27,
2010
 % Change June 26,
2011
 June 27,
2010
 % Change September 25,
2011
 September 26,
2010
 % Change September 25,
2011
 September 26,
2010
 % Change
The New York Times Media Group                        
Advertising $183,850
 $185,288
 (0.8) $365,396
 $370,347
 (1.3) $156,092
 $166,076
 (6.0) $521,488
 $536,423
 (2.8)
Circulation 175,528
 172,818
 1.6
 343,890
 346,237
 (0.7) 178,241
 167,838
 6.2
 522,131
 514,075
 1.6
Other 22,284
 22,463
 (0.8) 45,479
 44,563
 2.1
 22,524
 21,012
 7.2
 68,003
 65,575
 3.7
Total $381,662
 $380,569
 0.3
 $754,765
 $761,147
 (0.8) $356,857
 $354,926
 0.5
 $1,111,622
 $1,116,073
 (0.4)
New England Media Group                        
Advertising $51,869
 $53,310
 (2.7) $99,588
 $103,569
 (3.8) $44,416
 $49,177
 (9.7) $144,004
 $152,746
 (5.7)
Circulation 39,860
 42,146
 (5.4) 78,426
 83,436
 (6.0) 40,360
 42,659
 (5.4) 118,786
 126,095
 (5.8)
Other 10,753
 10,894
 (1.3) 20,887
 20,858
 0.1
 9,936
 10,983
 (9.5) 30,823
 31,841
 (3.2)
Total $102,482
 $106,350
 (3.6) $198,901
 $207,863
 (4.3) $94,712
 $102,819
 (7.9) $293,613
 $310,682
 (5.5)
Regional Media Group                        
Advertising $40,191
 $44,272
 (9.2) $80,140
 $88,532
 (9.5) $36,833
 $40,807
 (9.7) $116,973
 $129,339
 (9.6)
Circulation 19,506
 19,844
 (1.7) 40,618
 41,998
 (3.3) 18,363
 18,651
 (1.5) 58,981
 60,649
 (2.8)
Other 5,017
 4,863
 3.2
 9,796
 9,527
 2.8
 4,746
 4,665
 1.7
 14,542
 14,192
 2.5
Total $64,714
 $68,979
 (6.2) $130,554
 $140,057
 (6.8) $59,942
 $64,123
 (6.5) $190,496
 $204,180
 (6.7)
Total News Media Group                        
Advertising $275,910
 $282,870
 (2.5) $545,124
 $562,448
 (3.1) $237,341
 $256,060
 (7.3) $782,465
 $818,508
 (4.4)
Circulation 234,894
 234,808
 0.0
 462,934
 471,671
 (1.9) 236,964
 229,148
 3.4
 699,898
 700,819
 (0.1)
Other 38,054
 38,220
 (0.4) 76,162
 74,948
 1.6
 37,206
 36,660
 1.5
 113,368
 111,608
 1.6
Total $548,858
 $555,898
 (1.3) $1,084,220
 $1,109,067
 (2.2) $511,511
 $521,868
 (2.0) $1,595,731
 $1,630,935
 (2.2)

Advertising Revenues

Advertising revenue is primarily determined by the volume, rate and mix of advertisements. Total News Media Group advertising revenues decreased in the secondthird quarter and first sixnine months of 2011 compared with the same prior-year periods primarily due to lower print volume across mostall advertising categories, offset in part by higher digital advertising revenues. Print advertising revenues, which represented approximately 79% of total advertising revenues for the News Media Group, declined 6.4%10.4% in the secondthird quarter of 2011, mainly due to lower national and 6.9%classified advertising, and 8.0% in first sixnine months of 2011, mainly due to lower retailnational and real estate classifiedretail advertising, compared with the same prior-year periods. Digital advertising revenues grew 15.5%6.2% in the secondthird quarter of 2011, primarily due to growth in retail and 15.2%national display advertising, and 12.2% in the first sixnine months of 2011 compared with the same prior-year periods,, primarily due to strong growth in national display advertising.advertising, compared with the same prior-year periods.

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

 For the Quarters Ended For the Six Months Ended For the Quarters Ended For the Nine Months Ended
(In thousands) June 26,
2011
 June 27,
2010
 % Change June 26,
2011
 June 27,
2010
 % Change September 25,
2011
 September 26,
2010
 % Change September 25,
2011
 September 26,
2010
 % Change
National $159,031
 $156,239
 1.8
 $315,337
 $315,107
 0.1
 $132,240
 $141,156
 (6.3) $447,577
 $456,263
 (1.9)
Retail 60,589
 66,492
 (8.9) 118,836
 130,193
 (8.7) 55,385
 58,832
 (5.9) 174,221
 189,025
 (7.8)
Classified 46,454
 50,537
 (8.1) 92,266
 99,141
 (6.9) 40,713
 46,127
 (11.7) 132,979
 145,268
 (8.5)
Other 9,836
 9,602
 2.4
 18,685
 18,007
 3.8
 9,003
 9,945
 (9.5) 27,688
 27,952
 (0.9)
Total $275,910
 $282,870
 (2.5) $545,124
 $562,448
 (3.1) $237,341
 $256,060
 (7.3) $782,465
 $818,508
 (4.4)

2122



Below is a percentage breakdown of advertising revenues in the first sixnine months of 2011 (print and digital) by division.

     Classified           Classified      
 National 
Retail
and
Preprint
 
Help-
Wanted
 
Real
Estate
 
Auto-
motive
 Other 
Total
Classified
 
Other
Advertising
Revenue
 Total National 
Retail
and
Preprint
 
Help-
Wanted
 
Real
Estate
 
Auto-
motive
 Other 
Total
Classified
 
Other
Advertising
Revenue
 Total
The New York Times Media Group 77% 11% 3% 5% 1% 2% 11% 1% 100% 76% 12% 3% 5% 1% 2% 11% 1% 100%
New England Media Group 32% 30% 5% 6% 10% 7% 28% 10% 100% 31% 30% 5% 6% 10% 8% 29% 10% 100%
Regional Media Group 4% 59% 5% 7% 8% 10% 30% 7% 100% 4% 59% 5% 7% 8% 10% 30% 7% 100%
Total News Media Group 58% 22% 4% 6% 3% 4% 17% 3% 100% 57% 22% 3% 6% 4% 4% 17% 4% 100%

The New York Times Media Group

Total advertising revenues decreased in the secondthird quarter and first sixnine months of 2011 compared with the secondthird quarter and first sixnine months of 2010 as declines in print advertising revenues were partially offset by growth in digital advertising revenues. Print advertising revenues were affected by declines in the volume of spending in most advertising categories, reflecting the continued uneven economic environment, recent global events and secular forces. Growth in digital advertising revenues was driven by increased spending on digital platforms, primarily in the national advertising category.

Total national advertising revenues increased,decreased in the third quarter and first nine months of 2011. The decrease in total national advertising revenues was led by gains in the technology, luxury and financial services categories offset in part by reduced spending, particularlydeclines in the travel, media and corporate categories offset in part by gains in the technology and luxury categories in the first sixnine months of 2011 compared with the same period in 2010. Total retail advertising revenues declined as advertisers reduced spending in the face of the uncertain economic climate in the secondthird quarter and first sixnine months of 2011. TotalThe continued uneven economic environment and secular changes in our industry contributed to declines in total classified advertising revenues, decreased primarily from declines in the real estate and automotive classified categories, in the second quarter and first sixnine months of 2011.

New England Media Group

Total advertising revenues declined in the secondthird quarter and first sixnine months of 2011 compared with the secondthird quarter and first sixnine months of 2010 due to declines in print advertising revenues, partially offset by growth in digital advertising revenues. The decline in print advertising revenues was driven by lower advertising in mostall categories, reflecting uncertain national and local economic conditions and secular forces in our industry. The increase in digital advertising revenues was due to higher spending in the national and automotive classified categories.categories in the first nine months of 2011.

The uncertain national and local economic conditions continued to negatively affect total retail advertising revenues, as retailers cut the volume of spending mainly in the department stores and home improvementfurnishings categories in the secondthird quarter and first sixnine months of 2011. The continued unevensoft economic environment andcoupled with secular changes in our industry contributed to declines in total classified advertising revenues, primarily in the real estate category, in the secondthird quarter and first sixnine months of 2011.

Regional Media Group

Total advertising revenues declined in the secondthird quarter and first sixnine months of 2011 compared with the secondthird quarter and first sixnine months of 2010 due to lower print advertising revenues, primarily in the retail and national categories, partially offset by higher digital advertising revenues. PrintDigital advertising revenues declined primarilyincreased mainly as a result of higher spending in the retail and classified categories. category.

Soft national and local economic conditions continued to contribute to declines in the retail sector, as advertisers reduced their volume of spending. Weak local economic conditionsspending in the third quarter and secular forces affecting the industry continued to have a negative impact on classified advertising revenues. Digitalfirst nine months of 2011. Total national advertising revenues increaseddeclined mainly as a result offrom the higher spending in 2010 related to the nationalGulf oil spill in the third quarter and retail categories.first nine months of 2011.





23



Circulation Revenues

Circulation revenue is based on the number of copies of the printed newspaper (through home-delivery subscriptions and newsstands) and digital subscriptions sold and the rates charged to the respective customers. Total circulation revenues consist of revenues from our print and digital products, including The Times digital subscription packages on NYTimes.com and across other digital platforms beginning in the second quarter of 2011.

22



Circulation revenues in the secondthird quarter of 2011 were on a parincreased 3.4% compared with the secondthird quarter of 2010 as the introduction of digital subscriptions at The Times offset a decline in print copies sold across the News Media Group. During the secondthird quarter of 2011, the rate of home-delivery circulation volume declines slowed moderatelymoderated at The Times, as we observed an uptickincrease in new home-delivery orders and a decrease in attritionimproved retention rates following the launch of The Times digital subscriptions as print subscribers receive all digital access for free.

Circulation revenues decreasedwere flat in the first sixnine months of 2011 compared with the same period in 2010 due to aas the decline in print copies sold across the News Media Group partiallywas offset by revenues mainly from the introduction of digital subscriptions at The Times.

Other Revenues

Other revenues decreased in the second quarter of 2011 compared with the second quarter of 2010 mainly as lower revenues from digital archives and commercial printing were partially offset by higher revenues from direct mail advertising services.

Other revenues increased in the third quarter and first sixnine months of 2011 compared with the same periodperiods in 2010. Other revenues increased in the first nine months of 2011 primarily because of higher revenues from direct mail advertising services.news services/syndication.

About Group

About Group revenues decreased in the secondthird quarter and first sixnine months of 2011 compared with the second quarter and first six months ofsame periods in 2010 mainly due to lower cost-per-click and display advertising. Cost-per-click advertising revenues declined as design changes in the cost-per-click advertisements served by Google had a negative impact on click-through rates in the second quarter and first six months of 2011. The declines in cost-per-click and display advertising revenues were also attributableprimarily due to alower click-through rates, as well as the negative effectimpact on page views due to an increase inmainly because of increased competition in the content space and the algorithm changes Google implemented during the first quarter of 2011. In addition, while we have cycled through design changes made in July 2010 in cost-per-click advertisements served by Google that had a negative effect on click-through rates, a recent algorithm change in review rankings affected our ConsumerSearch business in the third quarter of 2011.

Operating Costs

Operating costs were as follows:
 
 For the Quarters Ended For the Six Months Ended For the Quarters Ended For the Nine Months Ended
(In thousands) June 26,
2011
 June 27,
2010
 % Change June 26,
2011
 June 27,
2010
 % Change September 25,
2011
 September 26,
2010
 % Change September 25,
2011
 September 26,
2010
 % Change
Production costs:                        
Raw materials $39,913
 $38,373
 4.0
 $80,150
 $75,391
 6.3
 $37,890
 $39,571
 (4.2) $118,040
 $114,962
 2.7
Wages and benefits 123,027
 123,905
 (0.7) 252,018
 252,438
 (0.2) 121,109
 123,766
 (2.1) 373,127
 376,204
 (0.8)
Other 74,058
 74,524
 (0.6) 148,307
 149,822
 (1.0) 73,904
 74,047
 (0.2) 222,211
 223,869
 (0.7)
Total production costs 236,998
 236,802
 0.1
 480,475
 477,651
 0.6
 232,903
 237,384
 (1.9) 713,378
 715,035
 (0.2)
Selling, general and administrative costs 258,688
 261,633
 (1.1) 521,993
 525,604
 (0.7) 241,885
 255,440
 (5.3) 763,878
 781,044
 (2.2)
Depreciation and amortization 29,547
 30,327
 (2.6) 58,195
 60,716
 (4.2) 29,402
 30,100
 (2.3) 87,597
 90,816
 (3.5)
Total operating costs $525,233
 $528,762
 (0.7) $1,060,663
 $1,063,971
 (0.3) $504,190
 $522,924
 (3.6) $1,564,853
 $1,586,895
 (1.4)

Production Costs

Production costs were flatdecreased in the secondthird quarter of 2011 compared with the secondthird quarter of 2010 mainly due to higherlower benefits costs (approximately $3 million), driven by various benefit categories, and raw materials expense (approximately $2 million), primarily newsprint, offset by various other costs.newsprint. Newsprint expense increased 5.8%decreased 3.3%, with 11.0%6.6% from higher pricinglower consumption offset in part by 5.2%3.3% from lower consumption.higher pricing.


24



Production costs increaseddecreased in the first sixnine months of 2011 compared with the same period in 2010 mainly due to lower outside printing costs (approximately $3 million) and various other costs, offset by higher raw materials expense (approximately $5$3 million), primarily newsprint, offset by various othernewsprint. Cost-saving initiatives primarily contributed to the declines in outside printing costs. Newsprint expense increased 9.2%4.9%, with 13.3%9.8% from higher pricing offset in part by 4.1%4.9% from lower consumption.




23



Selling, General and Administrative Costs

Selling, general and administrative costs decreased in the secondthird quarter of 2011 compared with the secondthird quarter of 2010. Lower2010 primarily due to lower compensation costs (approximately $8$13 million) in the second quarter of 2011 wereand professional fees (approximately $5 million), partially offset by higher promotion costsseverance (approximately $5$3 million). and various other costs. Compensation costs declined mainly as a result of lower variable compensation. Higher promotioncompensation expense. The decline in professional fees mainly resulted from the costs incurred in the prior year associated with our digital initiatives as well as cost-saving initiatives. Severance costs were mainlyhigher due to the launchtiming of digital subscription packages at The Times in the second quarter of 2011.workforce reduction programs.

Selling, general and administrative costs decreased in the first sixnine months of 2011 compared with the same period in 2010. Lower2010 primarily due to lower compensation costs (approximately $12$25 million) in the first six months of 2011 wereand professional fees (approximately $7 million), partially offset by higher promotion (approximately $11 million) and severance costs (approximately $9$4 million). Compensation costs declined mainly as a result of lower variable compensation. Higher promotion costscompensation expense. The decline in professional fees mainly resulted from the costs incurred in the prior year associated with our digital initiatives as well as cost-saving initiatives. Promotion costs were higher mainly because of the launch of digital subscription packages at The Times in the second quarter and the timing of print circulation marketing at The Times in the first quarter of 2011. Severance costs were higher due to the timing of workforce reduction programs.

Depreciation and Amortization

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

 
 For the Quarters Ended For the Six Months Ended For the Quarters Ended For the Nine Months Ended
(In thousands) June 26,
2011
 June 27,
2010
 % Change June 26,
2011
 June 27,
2010
 % Change September 25,
2011
 September 26,
2010
 % Change September 25,
2011
 September 26,
2010
 % Change
News Media Group $26,852
 $27,492
 (2.3) $52,762
 $54,964
 (4.0) $26,658
 $27,177
 (1.9) $79,420
 $82,141
 (3.3)
About Group 2,695
 2,835
 (4.9) 5,433
 5,752
 (5.5) 2,744
 2,923
 (6.1) 8,177
 8,675
 (5.7)
Total depreciation and amortization $29,547
 $30,327
 (2.6) $58,195
 $60,716
 (4.2) $29,402
 $30,100
 (2.3) $87,597
 $90,816
 (3.5)

Segment Operating Costs

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

 
 For the Quarters Ended For the Six Months Ended For the Quarters Ended For the Nine Months Ended
(In thousands) June 26,
2011
 June 27,
2010
 % Change June 26,
2011
 June 27,
2010
 % Change September 25,
2011
 September 26,
2010
 % Change September 25,
2011
 September 26,
2010
 % Change
News Media Group $499,937
 $501,501
 (0.3) $1,004,634
 $1,006,199
 (0.2) $481,491
 $493,406
 (2.4) $1,486,125
 $1,499,605
 (0.9)
About Group 16,247
 18,343
 (11.4) 33,124
 36,481
 (9.2) 16,180
 18,589
 (13.0) 49,304
 55,070
 (10.5)
Corporate 9,049
 8,918
 1.5
 22,905
 21,291
 7.6
 6,519
 10,929
 (40.4) 29,424
 32,220
 (8.7)
Total operating costs $525,233
 $528,762
 (0.7) $1,060,663
 $1,063,971
 (0.3) $504,190
 $522,924
 (3.6) $1,564,853
 $1,586,895
 (1.4)

News Media Group

Operating costs for the News Media Group decreased in the secondthird quarter of 2011 compared with the same period in 2010. This was primarily due to lower benefits costs (approximately $4 million) and compensation costs (approximately $4 million), offset by higher promotions costs (approximately $5$7 million) and raw materials expenseprofessional fees (approximately $2$4 million), primarily newsprint. Benefits expense was lower primarily due to lower pension expense in the second quarter.. Compensation costs were driven bydeclined mainly as a result of lower variable compensation. Higher promotions costscompensation expense. The decline in professional fees mainly resulted from the launch ofcosts incurred in the prior year associated with our digital subscription packages at The Times. Newsprint expense was driven by higher pricing partially offset by lower consumption.initiatives as well as cost-saving initiatives.



25



Operating costs for the News Media Group decreased in the first sixnine months of 2011 compared with the same period in 2010. This was primarily due to lower compensation costs (approximately $11$17 million) and various other costs,professional fees (approximately $7 million), offset by higher promotionspromotion costs (approximately $9$11 million) and raw materials expense (approximately $5 million), primarily newsprint.. Compensation costs were driven bydeclined mainly as a result of lower variable compensation.compensation expense. The decline in professional fees mainly resulted from the costs incurred in the prior year associated with our digital initiatives as well as cost-saving initiatives. Higher promotionspromotion costs mainly resulted from the launch of digital subscription packages at The Times in the second quarter and the timing of print circulation marketing at The Times in the first quarter of 2011. Newsprint expense was driven by higher pricing partially offset by lower consumption.


24



About Group

Operating costs for the About Group decreased in the secondthird quarter of 2011 compared with the secondthird quarter of 2010 primarily due to lower compensation costs (approximately $2$1 million) driven by lower variable compensation.compensation expense and marketing costs (approximately $1 million).

Operating costs for the About Group decreased in the first sixnine months of 2011 compared with the same period in 2010 primarily due to lower compensation costs (approximately $2$3 million) driven by lower variable compensation expense and a one-time benefit from the sale of UCompareHealthCare.com in February 2011.

Corporate

Operating costs for Corporate increaseddecreased in the secondthird quarter and first sixnine months of 2011 compared with the same periods in 2010.2010 primarily due to lower variable compensation costs.

Other Items

Impairment of Assets

In the second quarter of 2011, we recorded a $161.3 million charge for the impairment of assets at the News Media Group. The impairment consisted of the write-down of goodwill at the Regional Media Group of $152.1 million and the write-down of certain assets held for sale of $9.2 million.

In the third quarter of 2010, we recorded a $16.1 million charge for the impairment of the Globe's printing facility in Billerica, Mass.

Regional Media Group

Goodwill is not amortized but tested for impairment annually or in an interim period if certain circumstances indicate a possible impairment may exist. Our policy is to perform our annual goodwill impairment test in the fourth quarter of our fiscal year. However, due to certain impairment indicators at the Regional Media Group, including lower-than-expected operating results, we performed an interim impairment test of goodwill as of June 26, 2011. The Regional Media Group is part of the News Media Group reportable segment.

The interim test resulted in an impairment of goodwill of $152.1$152.1 million mainly from lower projected long-term operating results and cash flows of the Regional Media Group primarily due to the continued decline in print advertising revenues. These factors resulted in the carrying value of the net assets being greater than their fair value, and therefore a write-down to fair value was required. The impairment charge reduced the carrying value of goodwill at the Regional Media Group to zero.

In determining the fair value of the Regional Media Group, we made significant judgments and estimates regarding the expected severity and duration of the uneven economic environment and the secular changes affecting the newspaper industry in the Regional Media Group markets. The effect of these assumptions on projected long-term revenues, along with the continued benefits from reductions to the group’s cost structure, playplayed a significant role in calculating the fair value of the Regional Media Group.

Property, plant and equipment is tested for impairment if certain circumstances indicate a possible impairment may exist. Due to the factors discussed above, we completed an interim impairment test of property, plant and equipment as of June 26, 2011. The impairment test was completed at each newspaper (asset group level with the lowest level of cash flows) in the Regional Media Group. Our test did not result in an impairment because the sum of the future undiscounted cash flows at each newspaper was greater than the carrying value of property, plant and equipment.

26



Assets Held for Sale

In the second quarter of 2011, we classified certain assets as held for sale. The carrying value of these assets was greater than their fair value, less cost to sell, resulting in an impairment of certain intangible assets and property totaling $9.2 million.$9.2 million. The fair value for these assets was determined by estimating the most likely sale price with a third-party buyer based on market data.


Globe Printing Facility


We consolidated the Globe's printing facility in Billerica, Mass., into the Boston, Mass., printing facility in the second quarter of 2009. We entered into an agreement in the third quarter of 2010 to sell the majority of these assets to a third party. Assets with a carrying value of approximately $20 million were written down to their fair value, resulting in a $16.1 million impairment charge in the third quarter of 2010.


25Pension Withdrawal Expense


See the “Recent Developments” section for additional information regarding a $4.2 million charge for a withdrawal obligation under a multiemployer pension plan in the second quarter of 2011.
In the third quarter of 2010, we recorded a $6.3 million charge for an adjustment to estimated pension withdrawal obligations under several multiemployer pension plans at the Globe.

Operating Profit/(Loss)/Profit

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

 
 For the Quarters Ended For the Six Months Ended For the Quarters Ended For the Nine Months Ended
(In thousands) June 26,
2011
 June 27,
2010
 % Change June 26,
2011
 June 27,
2010
 % Change September 25,
2011
 September 26,
2010
 % Change September 25,
2011
 September 26,
2010
 % Change
News Media Group $(116,625) $54,397
 *
 $(85,960) $102,868
 *
 $30,020
 $6,046
 *
 $(55,940) $108,914
 *
About Group 11,597
 15,346
 (24.4) 25,862
 31,906
 (18.9) 9,544
 13,876
 (31.2) 35,406
 45,782
 (22.7)
Corporate (9,049) (8,918) 1.5
 (22,905) (21,291) 7.6
 (6,519) (10,929) (40.4) (29,424) (32,220) (8.7)
Total operating (loss)/profit $(114,077) $60,825
 *
 $(83,003) $113,483
 *
* Represents a decrease in excess of 100%.
Total operating profit/(loss) $33,045
 $8,993
 *
 $(49,958) $122,476
 *
* Represents an increase or decrease in excess of 100%.* Represents an increase or decrease in excess of 100%.

The reasons underlying the period-to-period changes in each segment’s and Corporate’s operating profit/(loss)/profit are previously discussed under “Recent Developments,” “Revenues,” “Operating Costs” and “Other Items.”

Non-Operating Items

Joint Ventures

IncomeLoss from joint ventures was $2.8$1.1 million in the secondthird quarter of 2011 compared with $7.7income from joint ventures of $5.5 million in the secondthird quarter of 2010. Joint venture results in the secondthird quarter of 2011 were negatively impacted by Fenway Sports Group's acquisition of Liverpool Football Club, mainly due to the amortization expense associated with the purchase.

Loss from joint ventures was $3.0$4.0 million in the first sixnine months of 2011 compared with income from joint ventures of $16.8$22.3 million in the same period in 2010. The first quarter of 2010 included a $12.7 million pre-tax gain from the sale of an asset at one of the paper mills in which we have an investment. Our share of this pre-tax gain, after eliminating the noncontrolling interest portion, is $10.2 million. Joint venture results in the first sixnine months of 2011 were negatively impacted by Fenway Sports Group's acquisition of Liverpool Football Club, mainly due to the amortization expense associated with the purchase.purchase, offset in part by high paper selling prices at both paper mills in which we have investments.

27



Interest Expense, Net

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

 
 For the Quarters Ended For the Six Months Ended For the Quarters Ended For the Nine Months Ended
(In thousands) June 26,
2011
 June 27,
2010
 June 26,
2011
 June 27,
2010
 September 25,
2011
 September 26,
2010
 September 25,
2011
 September 26,
2010
Cash interest expense $23,215
 $19,052
 $46,168
 $38,012
 $18,712
 $18,910
 $64,880
 $56,922
Non-cash amortization of discount on debt 2,085
 1,937
 4,187
 3,941
 1,445
 2,113
 5,632
 6,054
Capitalized interest (27) (20) (332) (20) (11) (80) (343) (100)
Interest income (121) (355) (280) (735) (107) (316) (387) (1,051)
Total interest expense, net $25,152
 $20,614
 $49,743
 $41,198
 $20,039
 $20,627
 $69,782
 $61,825

“Interest expense, net” decreased in the third quarter of 2011 compared with the third quarter of 2010 mainly due to the prepayment of our 14.053% Notes on August 15, 2011, partially offset by the interest expense associated with the issuance of our 6.625% Notes in November 2010.

“Interest expense, net” increased in the second quarter and first sixnine months of 2011 compared with the same periodsperiod in 2010 mainly due to the interest expense associated with the issuance of our 6.625% Notes in November 2010, partially offset by lower interest expense for our 14.053% Notes as a result of higher average debt outstanding.the prepayment on August 15, 2011.


26



Income Taxes

We had an income tax benefit of $16.6 million (effectiveeffective tax rate of 12.2%49.8%) on a pre-tax loss of $136.4 million in the secondthird quarter of 2011 and an income tax benefit of $15.2 million (effective tax rate of 11.7%) on a pre-tax loss of $129.8 million in the first six months of 2011. The effective tax rate was impacted by certain non-deductible items resulting in a higher than customary effective tax rate. Our effective tax rate for the second quarter and first sixnine months of 2011 was unfavorably affectedis not meaningful because a portion of the non-cash charge in the second quarter of 2011 for the impairment of the Regional Media Group's goodwill iswas non-deductible.

We had an effective income tax rate of 44.6%32.8% in the secondthird quarter of 2010. The effective tax rate was impacted by lower state tax rates applied to the impairment charge associated with the Globe's Billerica, Mass., printing facility, and pension withdrawal expense in the third quarter of 2010. The effective tax rate for the first sixnine months of 2010 was 53.4%54.8%, primarily because of a $10.9 million tax charge for the reduction in future tax benefits for certain retiree health benefits resulting from the federal health care reform legislation enacted in March 2010.

LIQUIDITY AND CAPITAL RESOURCES

In 2011, weWe believe our cash balance and cash provided by operations, in combination with other financing sources, will be sufficient to meet our immediate financing needs.needs over the next twelve months. We have continued to manage our liquidity position and will remain focused on reducingimproving our debt.financial flexibility. As of June 26,September 25, 2011, we had total debt and capital lease obligations of approximately $1 billion$772 million and cash, cash equivalents and short-term investments of approximately $403$263 million. Accordingly, our total debt and capital lease obligations, net of cash, cash equivalents and short-term investments, was approximately $597$509 million even after the prepayment of the 14.053% Notes and making contributions totaling approximately $62$70 million to certain qualified pension plans in the first sixnine months of 2011. Our efforts to strengthen our liquidity position and improve our debt profile over the past two years will allowallowed us to prepay on August 15, 2011, all of our $250.0 million 14.053% Notes in full. In addition, in early June 2011, we entered into a new $125.0 million asset-backed five-year revolving credit facility that replaced our $400.0 million revolving credit facility. As of September 25, 2011, we had no outstanding borrowings under the new credit facility. See the discussion under “Recent Developments” for more information on the 14.053% Notes and “ – Third-Party Financing” for more information on the new credit facility.

Contributions to our qualified pension plans can have a significant impact on cash flows. See the discussion under “Recent Developments – Pension Contributions” for more information.







28



Capital Resources

Sources and Uses of Cash

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

 For the Six Months Ended For the Nine Months Ended
(In thousands) June 26,
2011
 June 27,
2010
 September 25,
2011
 September 26,
2010
Operating Activities $45,161
 $60,592
 $55,874
 $92,629
Investing Activities $(236,768) $5,591
 $(81,950) $65
Financing Activities $(76) $700
 $(250,224) $275

Operating Activities

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

Net cash provided by operating activities decreased in the first sixnine months of 2011 compared with the same period in 2010, primarily due to higher working capital requirements, including approximately $30 million associated with the prepayment of the 14.053% Notes, partially offset by lower pension contributions to certain qualified pension plans.

Investing Activities

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

27



In the first sixnine months of 2011, net cash used in investing activities was mainly due to purchases of short-term investments, capital expenditures and changes in restricted cash, and capital expenditures, offset in part by proceeds from the short-term investments that have matured.matured and proceeds from the sale of 390 units of our remaining 700 units in Fenway Sports Group. In the first sixnine months of 2010, net cash provided by investing activities was primarilydriven by the proceeds from the sale of 50 units of our original 750 units in Fenway Sports Group, loan repayments from a third-party circulation service provider and proceeds from the sale of real estate assets, offset in part by capital expenditures.

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 and long-term debt.

In the first sixnine months of 2011, net cash used in financing activities was primarily for capital lease payments partially offset by stock option exercises.the repayment of our 14.053% Notes. In the first sixnine months of 2010, net cash provided by financing activities was primarily forfrom proceeds related to stock option exercises.

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

Restricted Cash

We were required to maintain $28.6 million of restricted cash as of June 26,September 25, 2011 for subject to certain collateral requirements primarily for obligations under our workers' compensation programs. These collateral requirements were previously supported by letters of credit under our $400.0 million revolving credit facility that was replaced in June 2011.





29



Third-Party Financing

As of June 26,September 25, 2011, our current indebtedness included senior notes; a private financing arrangement with Inmobiliaria Carso, S.A. de C.V. and Banco Inbursa S.A., Institución de Banca Múltiple, Grupo Financiero Inbursa;notes and a sale-leaseback of a portion of our New York headquarters. On July 11,August 15, 2011, we gave notice to holders of our 14.053% Notes, Inmobiliaria Carso and Banco Inbursa, of our election to prepay,prepaid in full all $250.0 million outstanding principal amount of the notes on August 15, 2011.14.053% Notes. See the discussion under “Recent Developments – Election to PrepayPrepayment of 14.053% Notes” for more information. Our total debt and capital lease obligations consisted of the following:

(In thousands) Coupon Rate June 26,
2011
 December 26,
2010
 Coupon Rate September 25,
2011
 December 26,
2010
Senior notes due 2015, called in 2011 14.053% $229,684
 $227,680
 14.053% $
 $227,680
Senior notes due 2012 4.610% 74,835
 74,771
 4.610% 74,867
 74,771
Senior notes due 2015 5.0% 249,875
 249,860
 5.0% 249,883
 249,860
Senior notes due 2016 6.625% 220,439
 220,102
 6.625% 220,612
 220,102
Option to repurchase ownership interest in headquarters building in 2019   219,072
 217,306
   219,952
 217,306
Total debt   993,905
 989,719
   765,314
 989,719
Capital lease obligations   6,713
 6,724
   6,707
 6,724
Total debt and capital lease obligations   $1,000,618
 $996,443
   $772,021
 $996,443

Based on borrowing rates currently available for debt with similar terms and average maturities, the fair value of our long-term debt was approximately $887$863 million as of June 26,September 25, 2011 and $1.1 billion as of December 26, 2010. We were in compliance with our covenants under our third-party financing arrangements as of June 26,September 25, 2011.

In early June 2011, we completedentered into a new $125.0 million asset-backed five-year revolving credit facility. This new credit facility replaced our $400.0 million revolving credit facility, which was to expire on June 21, 2011. As of June 26,September 25, 2011, there were no outstanding borrowings under the new credit facility.

Borrowings under the new credit facility will be secured by a lien on certain advertising receivables. In addition, borrowings bear interest at specified margins based on our utilization and at rates that vary between the LIBOR and prime rates (as defined by the credit agreement) depending on the term to maturities we specify.

The new credit facility contains various customary affirmative and negative covenants, including a springing financial covenant and various incurrence-based negative covenants described below.

28




The springing financial covenant provides that when availability under the new credit facility falls below the greater of $16.7 million or 15% of the commitment for three consecutive business days, we will be required to maintain on a trailing four-quarter basis a fixed charge coverage ratio of not less than 1.00:1.00. The fixed charge coverage ratio is defined as the ratio of (i) EBITDA (as defined by the credit agreement) minus unfinanced capital expenditures and tax payments paid in cash during the applicable period to (ii) fixed charges (as defined by the credit agreement) for such period.

In addition, the new credit facility contains incurrence-based negative covenants that, subject to customary exceptions and cure periods, restrict our ability and the ability of our subsidiaries to:

incur debt (directly or by third-party guarantees);
grant liens;
pay dividends;
make investments;
make acquisitions or dispositions; and
prepay debt.

As long as we have not drawn an amount in excess of $250,000 for a period of 90 days under the new credit facility, the negative covenants generally do not apply. In addition, to the extent we have borrowings under the new credit facility, we may engage in transactions restricted by the covenants so long as we meet, on a pro forma basis, the 1.00:1.00 fixed charge coverage ratio test, availability under the new credit facility for the preceding 30 days is equal to at least $62.5 million (net of restricted cash in an amount up to $25.0 million) and no default has occurred.

Ratings

In July 2011, Standard & Poor's raised its ratings outlook to positive from stable, citing our efforts to reduce debt and increase liquidity.


2930



RECENT ACCOUNTING PRONOUCEMENTS

In JuneSeptember 2011, the Financial Accounting Standards Board (“FASB”) amended its guidance on the disclosure of information in financial statements for multiemployer pension plans to enhance the disclosures by providing more information about the plans in which an employer participates, its level of participation in those plans and the financial health of those plans. The provisions of this new guidance are effective for fiscal years ending after December 15, 2011, with the disclosures being required for all years presented in the initial year of adoption. The adoption of this guidance will expand our disclosures for significant multiemployer pension plans in which we are participants.

In September 2011, the FASB amended its guidance on goodwill impairment testing to reduce the cost and complexity of testing goodwill for impairment by providing the option to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. The result of this assessment will determine whether it is necessary to perform the two-step test. The provisions of this new guidance are effective for fiscal years beginning after December 15, 2011, with early adoption permitted. We anticipate adopting the new guidance early when we conduct our annual goodwill impairment test in the fourth quarter of 2011. We do not anticipate the adoption of this guidance will have a material impact on our financial statements.

In June 2011, the FASB amended its guidance on the presentation of comprehensive income in financial statements to improve the comparability, consistency and transparency of financial reporting and to increase the prominence of items that are recorded in other comprehensive income. The new accounting guidance requires entities to report components of comprehensive income in either (1) a continuous statement of comprehensive income or (2) two separate but consecutive statements. The provisions of this new guidance are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. We do not anticipate the adoption of this guidance will have a material impact on our financial statements.

In May 2011, the FASB amended its guidance related to fair value measurements in order to align the definition of fair value measurements and the related disclosure requirements between GAAP and International Financial Reporting Standards. These amendments, which are effective for interim and annual periods beginning after December 15, 2011, also change certain existing fair value measurement principles and disclosure requirements. We do not anticipate the adoption of this guidance will have a material impact on our financial statements.

At the beginning of our 2011 fiscal year, we adopted new guidance that amended previous guidance for the accounting of revenue arrangements with multiple deliverables. The adoption of this guidance, which specifically addressed how consideration should be allocated to the separate units of account included in revenue arrangements, did not have a material impact on our financial statements.

CRITICAL ACCOUNTING POLICIES

Our critical accounting policies are detailed in our Annual Report on Form 10-K for the year ended December 26, 2010. As of June 26,September 25, 2011, our critical accounting policies have not changed materially from December 26, 2010.

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 26, 2010. As of June 26,September 25, 2011, our contractual obligations and off-balance sheet arrangements have not materially changed from December 26, 2010. We gave notice of our election to prepay onOn August 15, 2011, all of thewe prepaid in full our outstanding $250.0 million aggregate principal amount of the 14.053% Notes, and we expect to save in excess of $39 million annually in interest expense through January 15, 2015. See “Recent Developments – Election to PrepayPrepayment of 14.053% Notes” for more information.


31



FORWARD-LOOKING STATEMENTS

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

By their nature, forward-looking statements 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 in our Annual Report on Form 10-K for the year ended December 26, 2010, as well as other risks and factors identified from time to time in our SEC filings.

30



Item 3. Quantitative and Qualitative Disclosures About Market Risk

Our Annual Report on Form 10-K for the year ended December 26, 2010, details our disclosures about market risk. As of June 26,September 25, 2011, there were no material changes in our market risks from December 26, 2010.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Janet L. Robinson, our Chief Executive Officer, and James M. Follo, our Chief Financial Officer, have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934) as of June 26,September 25, 2011. Based on such evaluation, Ms. Robinson and Mr. Follo concluded that our disclosure controls and procedures were effective to ensure that the information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

During the first six months of 2011, we implemented a new system for digital subscription revenue and billing at The New York Times Media Group. This system change is a result of the global launch in the second quarter of 2011 of digital subscriptions at NYTimes.com and across other digital platforms and is not the result of any identified deficiencies in our systems. The implementation and integration of this system resulted in new controls, as well as changes to supplement existing controls, systems and procedures that affect our internal control over financial reporting to accommodate modifications to our business and accounting procedures relating to digital subscription revenue and billing.

There were no other changes in our internal control over financial reporting during the period covered by this reportquarter ended September 25, 2011, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.





3132



PART II. OTHER INFORMATION

Item 1A. Risk Factors

There have been no material changes to our risk factors as set forth in “Item 1A-Risk Factors” in our Annual Report on Form 10-K for the year ended December 26, 2010.

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

(a) Unregistered Sales of Equity Securities

On May 9, 2011, we issued 240 shares 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.

(c) Issuer Purchases of Equity Securities(1) 

 
  
Total Number of Shares of Class A
Common Stock
Purchased
  Average Price Paid Per Share of Class A Common Stock 
Total Number of Shares of Class A Common Stock Purchased
as Part of
Publicly
Announced Plans or Programs
 
 Maximum Number
(or Approximate Dollar Value)
of Shares of Class A Common Stock
that May Yet Be
Purchased Under the Plans or Programs
Period (a) (b) (c) (d)
March 28, 2011 – May 1, 2011 
 
 
 $91,386,000
May 2, 2011 – May 29, 2011 
 
 
 $91,386,000
May 30, 2011 – June 26, 2011 
 
 
 $91,386,000
Total for the second quarter of 2011 
 
 
 $91,386,000
  
Total Number of Shares of Class A
Common Stock
Purchased
  Average Price Paid Per Share of Class A Common Stock 
Total Number of Shares of Class A Common Stock Purchased
as Part of
Publicly
Announced Plans or Programs
 
 Maximum Number
(or Approximate Dollar Value)
of Shares of Class A Common Stock
that May Yet Be
Purchased Under the Plans or Programs
Period (a) (b) (c) (d)
June 27, 2011 – July 31, 2011 
 
 
 $91,386,000
August 1, 2011 – August 28, 2011 
 
 
 $91,386,000
August 29, 2011 – September 25, 2011 
 
 
 $91,386,000
Total for the third quarter of 2011 
 
 
 $91,386,000

(1) 
On April 13, 2004, our Board of Directors authorized repurchases in an amount up to $400.0 million. During the secondthird quarter of 2011, we did not purchase any shares of Class A Common Stock pursuant to our publicly announced share repurchase program. As of July 29,October 28, 2011, we had authorization from our Board of Directors to repurchase an amount of up to approximately $91 million of our Class A Common Stock. Our Board of Directors has authorized us to purchase shares from time to time as market conditions permit. There is no expiration date with respect to this authorization.

Item 6. Exhibits

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


3233



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: August 4,November 3, 2011  
/s/    JAMES M. FOLLO        
   
James M. Follo
Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)



3334



Exhibit Index to Quarterly Report on Form 10-Q
For the Quarter Ended June 26,September 25, 2011
 
Exhibit No.  
  
   
10.1 Credit Agreement, datedThe New York Times Companies Supplemental Retirement and Investment Plan, as of June 9, 2011, among the Companyamended and certain of its domestic subsidiaries as borrowers, the financial institutions party thereto as lenders, SunTrust Bank, as issuing bank and administrative agent, SunTrust Robinson Humphrey, Inc., Wells Fargo Capital Finance, LLC and J.P. Morgan Securities LLC, as joint lead arrangers and joint book runners, SunTrust Robinson Humphrey, Inc. and Wells Fargo Capital Finance, LLC, as co-collateral agents, and JP Morgan Chase Bank, N.A., as syndication agent (filed as an Exhibit to the Company's Form 8-K dated June 9, 2011, and incorporated by reference herein).restated effective January 1, 2011.
   
12  Ratio of Earnings to Fixed Charges.
   
31.1  Rule 13a-14(a)/15d-14(a) Certification.
   
31.2  Rule 13a-14(a)/15d-14(a) Certification.
   
32.1  Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
   
32.2  Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
   
101.INS*  XBRL Instance Document
   
101.SCH*  XBRL Taxonomy Extension Schema
   
101.CAL*  XBRL Taxonomy Extension Calculation Linkbase
   
101.DEF*  XBRL Taxonomy Extension Definition Linkbase
   
101.LAB*  XBRL Taxonomy Extension Label Linkbase
   
101.PRE*  XBRL Taxonomy Extension Presentation Linkbase

*    Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
*Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

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