UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September 25, 2022~~June 30, 2023

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

For the transition period from ___ to ___

Commission file number 1-5837

THE NEW YORK TIMES COMPANY

(Exact name of registrant as specified in its charter)


New York						13-1102020
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

620 Eighth Avenue, New York, New York 10018

(Address and zip code of principal executive offices)

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

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock

NYT

New York Stock Exchange

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

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

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

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

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐

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

Number of shares of each class of the registrant’s common stock outstanding as of ~~October 28, 2022~~August 4, 2023 (exclusive of treasury shares):


Class A Common Stock	~~164,637,412~~163,558,450	shares
Class B Common Stock	780,724	shares

THE NEW YORK TIMES COMPANY

INDEX



PART I	PART I		Financial Information	1	PART I		Financial Information	1
Item	Item	1	Financial Statements	1	Item	1	Financial Statements	1
			Condensed Consolidated Balance Sheets as of September 25, 2022 (unaudited) and December 26, 2021	1			Condensed Consolidated Balance Sheets as of June 30, 2023 (unaudited) and December 31, 2022	1
			Condensed Consolidated Statements of Operations (unaudited) for the quarters and nine months ended September 25, 2022 and September 26, 2021	3			Condensed Consolidated Statements of Operations (unaudited) for the quarters and six months ended June 30, 2023 and June 26, 2022	3
			Condensed Consolidated Statements of Comprehensive Income (unaudited) for the quarters and nine months ended September 25, 2022 and September 26, 2021	4			Condensed Consolidated Statements of Comprehensive Income (unaudited) for the quarters and six months ended June 30, 2023 and June 26, 2022	4
			Condensed Consolidated Statements of Changes In Stockholders’ Equity (unaudited) for the quarters and nine months ended September 25, 2022 and September 26, 2021	5			Condensed Consolidated Statements of Changes In Stockholders’ Equity (unaudited) for the quarters and six months ended June 30, 2023 and June 26, 2022	5
			Condensed Consolidated Statements of Cash Flows (unaudited) for the nine months ended September 25, 2022 and September 26, 2021	7			Condensed Consolidated Statements of Cash Flows (unaudited) for the six months ended June 30, 2023 and June 26, 2022	7
			Notes to the Condensed Consolidated Financial Statements	8			Notes to the Condensed Consolidated Financial Statements	8
Item	Item	2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26	Item	2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item	Item	3	Quantitative and Qualitative Disclosures About Market Risk	45	Item	3	Quantitative and Qualitative Disclosures About Market Risk	43
Item	Item	4	Controls and Procedures	46	Item	4	Controls and Procedures	44

PART II	PART II		Other Information	47	PART II		Other Information	45
Item	Item	1	Legal Proceedings	47	Item	1	Legal Proceedings	45
Item	Item	1A	Risk Factors	47	Item	1A	Risk Factors	45
Item	Item	2	Unregistered Sales of Equity Securities and Use of Proceeds	47	Item	2	Unregistered Sales of Equity Securities and Use of Proceeds	45
Item	Item	6	Exhibits	48	Item	5	Other Information	45
Item					Item	6	Exhibits	46

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

THE NEW YORK TIMES COMPANY

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)


		September 25, 2022		December 26, 2021			June 30, 2023		December 31, 2022
		(Unaudited)					(Unaudited)
Assets	Assets					Assets
Current assets	Current assets					Current assets
Cash and cash equivalents	Cash and cash equivalents	$	190,050	$	319,973	Cash and cash equivalents	$	245,630	$	221,385
Short-term marketable securities	Short-term marketable securities	102,620		341,075		Short-term marketable securities	171,223		125,972
Accounts receivable (net of allowances of $11,991 in 2022 and $12,374 in 2021)		163,553		232,908
Accounts receivable (net of allowances of $11,011 in 2023 and $12,260 in 2022)						Accounts receivable (net of allowances of $11,011 in 2023 and $12,260 in 2022)	158,991		217,533
Prepaid expenses	Prepaid expenses	58,733		33,199		Prepaid expenses	60,904		54,859
Other current assets	Other current assets	28,252		25,553		Other current assets	38,026		35,926
Total current assets	Total current assets	543,208		952,708		Total current assets	674,774		655,675
Other assets	Other assets					Other assets
Long-term marketable securities	Long-term marketable securities	175,945		413,380		Long-term marketable securities	93,520		138,917
Property, plant and equipment (less accumulated depreciation and amortization of $813,330 in 2022 and $777,637 in 2021)		561,068		574,952
Property, plant and equipment (less accumulated depreciation and amortization of $848,849 in 2023 and $823,024 in 2022)						Property, plant and equipment (less accumulated depreciation and amortization of $848,849 in 2023 and $823,024 in 2022)	531,117		553,698
Goodwill	Goodwill	406,373		166,360		Goodwill	415,181		414,046
Intangible assets, net	Intangible assets, net	328,735		14,246		Intangible assets, net	302,652		317,314
Deferred income taxes	Deferred income taxes	111,678		95,800		Deferred income taxes	115,887		96,363
Miscellaneous assets	Miscellaneous assets	388,385		346,662		Miscellaneous assets	345,938		357,739
Total assets	Total assets	$	2,515,392	$	2,564,108	Total assets	$	2,479,069	$	2,533,752

See Notes to Condensed Consolidated Financial Statements.

THE NEW YORK TIMES COMPANY

CONDENSED CONSOLIDATED BALANCE SHEETS-(Continued)

(In thousands, except share and per share data)


		September 25, 2022		December 26, 2021			June 30, 2023		December 31, 2022
		(Unaudited)					(Unaudited)
Liabilities and stockholders’ equity	Liabilities and stockholders’ equity					Liabilities and stockholders’ equity
Current liabilities	Current liabilities					Current liabilities
Accounts payable	Accounts payable	$	119,531	$	127,073	Accounts payable	$	110,830	$	114,646
Accrued payroll and other related liabilities	Accrued payroll and other related liabilities	145,197		166,464		Accrued payroll and other related liabilities	138,907		164,564
Unexpired subscriptions revenue	Unexpired subscriptions revenue	152,409		119,296		Unexpired subscriptions revenue	156,996		155,945

Accrued expenses and other	Accrued expenses and other	138,621		146,319		Accrued expenses and other	125,319		136,055
Total current liabilities	Total current liabilities	555,758		559,152		Total current liabilities	532,052		571,210
Other liabilities	Other liabilities					Other liabilities

Pension benefits obligation	Pension benefits obligation	270,307		295,104		Pension benefits obligation	219,521		225,300
Postretirement benefits obligation	Postretirement benefits obligation	33,949		36,086		Postretirement benefits obligation	26,930		26,455
Other	Other	113,020		133,041		Other	93,346		110,815
Total other liabilities	Total other liabilities	417,276		464,231		Total other liabilities	339,797		362,570
Stockholders’ equity	Stockholders’ equity					Stockholders’ equity
Common stock of $.10 par value:	Common stock of $.10 par value:					Common stock of $.10 par value:
Class A – authorized: 300,000,000 shares; issued: 2022 – 176,286,593; 2021 – 175,971,801 (including treasury shares: 2022 – 11,195,509; 2021 – 8,870,801)		17,629		17,597
Class B – convertible – authorized and issued shares: 2022 – 780,724; 2021 – 781,724		78		78
Class A – authorized: 300,000,000 shares; issued: 2023 – 176,724,250; 2022 – 176,288,596 (including treasury shares: 2023 – 13,165,882; 2022 – 12,004,865)						Class A – authorized: 300,000,000 shares; issued: 2023 – 176,724,250; 2022 – 176,288,596 (including treasury shares: 2023 – 13,165,882; 2022 – 12,004,865)	17,673		17,629
Class B – convertible – authorized and issued shares: 2022 – 780,724; 2021 – 780,724						Class B – convertible – authorized and issued shares: 2022 – 780,724; 2021 – 780,724	78		78
Additional paid-in capital	Additional paid-in capital	245,549		230,115		Additional paid-in capital	267,975		255,515
Retained earnings	Retained earnings	1,918,152		1,845,343		Retained earnings	1,991,029		1,958,859
Common stock held in treasury, at cost	Common stock held in treasury, at cost	(251,014)		(171,211)		Common stock held in treasury, at cost	(319,858)		(276,267)
Accumulated other comprehensive loss, net of income taxes:	Accumulated other comprehensive loss, net of income taxes:					Accumulated other comprehensive loss, net of income taxes:
Foreign currency translation adjustments	Foreign currency translation adjustments	(5,947)		3,754		Foreign currency translation adjustments	358		(510)
Funded status of benefit plans	Funded status of benefit plans	(374,434)		(385,680)		Funded status of benefit plans	(346,663)		(348,947)
Net unrealized loss on available-for-sale securities	Net unrealized loss on available-for-sale securities	(9,660)		(1,276)		Net unrealized loss on available-for-sale securities	(5,377)		(8,390)
Total accumulated other comprehensive loss, net of income taxes	Total accumulated other comprehensive loss, net of income taxes	(390,041)		(383,202)		Total accumulated other comprehensive loss, net of income taxes	(351,682)		(357,847)
Total New York Times Company stockholders’ equity	Total New York Times Company stockholders’ equity	1,540,353		1,538,720		Total New York Times Company stockholders’ equity	1,605,215		1,597,967
Noncontrolling interest	Noncontrolling interest	2,005		2,005		Noncontrolling interest	2,005		2,005
Total stockholders’ equity	Total stockholders’ equity	1,542,358		1,540,725		Total stockholders’ equity	1,607,220		1,599,972
Total liabilities and stockholders’ equity	Total liabilities and stockholders’ equity	$	2,515,392	$	2,564,108	Total liabilities and stockholders’ equity	$	2,479,069	$	2,533,752

See Notes to Condensed Consolidated Financial Statements.

THE NEW YORK TIMES COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands, except per share data)


		For the Quarters Ended				For the Nine Months Ended					For the Quarters Ended				For the Six Months Ended
		September 25, 2022		September 26, 2021		September 25, 2022		September 26, 2021			June 30, 2023		June 26, 2022		June 30, 2023		June 26, 2022
		(13 weeks)				(39 weeks)
Revenues	Revenues									Revenues
Subscription	Subscription	$	382,672	$	342,609	$	1,138,270	$	1,010,910	Subscription	$	409,590	$	383,619	$	807,132	$	755,598
Advertising	Advertising	110,467		110,887		344,116		320,777		Advertising	117,770		117,379		224,011		233,649
Other	Other	54,541		55,607		158,399		148,958		Other	63,493		54,682		120,449		103,858
Total revenues	Total revenues	547,680		509,103		1,640,785		1,480,645		Total revenues	590,853		555,680		1,151,592		1,093,105
Operating costs	Operating costs									Operating costs
Cost of revenue (excluding depreciation and amortization)	Cost of revenue (excluding depreciation and amortization)	294,856		256,978		876,804		759,333		Cost of revenue (excluding depreciation and amortization)	309,923		300,583		616,775		581,948
Sales and marketing	Sales and marketing	64,732		83,767		205,089		197,475		Sales and marketing	62,241		62,769		129,275		140,357
Product development	Product development	50,474		40,638		148,729		119,280		Product development	56,047		50,822		113,109		98,255
General and administrative	General and administrative	71,970		64,418		212,468		183,278		General and administrative	72,273		69,141		153,324		140,498
Depreciation and amortization	Depreciation and amortization	21,760		14,326		61,150		43,529		Depreciation and amortization	21,858		20,704		42,698		39,390
Total operating costs	Total operating costs	503,792		460,127		1,504,240		1,302,895		Total operating costs	522,342		504,019		1,055,181		1,000,448
Acquisition-related costs	Acquisition-related costs	—		—		34,712		—		Acquisition-related costs	—		—		—		34,712
Gain from pension liability adjustment		(7,127)		—		(7,127)		—
Lease termination charge		—		—		—		3,831
Lease-related impairment charge										Lease-related impairment charge	12,736		—		12,736		—

Operating profit	Operating profit	51,015		48,976		108,960		173,919		Operating profit	55,775		51,661		83,675		57,945
Other components of net periodic benefit costs		1,757		2,599		4,903		7,796
Other components of net periodic benefit (income)/costs										Other components of net periodic benefit (income)/costs	(684)		1,624		(1,369)		3,146

Interest income and other, net	Interest income and other, net	1,579		28,569		38,258		31,953		Interest income and other, net	4,517		35,604		7,690		36,679
Income from continuing operations before income taxes		50,837		74,946		142,315		198,076
Income before income taxes										Income before income taxes	60,976		85,641		92,734		91,478
Income tax expense	Income tax expense	14,220		20,290		39,196		47,994		Income tax expense	14,402		23,864		23,839		24,976

Net income	Net income	36,617		54,656		103,119		150,082		Net income	$	46,574	$	61,777	$	68,895	$	66,502

Net income attributable to The New York Times Company common stockholders		$	36,617	$	54,656	$	103,119	$	150,082
Average number of common shares outstanding:	Average number of common shares outstanding:									Average number of common shares outstanding:
Basic	Basic	166,433		168,027		167,290		167,895		Basic	164,714		167,636		164,844		167,816
Diluted	Diluted	166,497		168,546		167,418		168,492		Diluted	165,037		167,636		165,325		167,816
Basic earnings per share attributable to The New York Times Company common stockholders		$	0.22	$	0.33	$	0.62	$	0.89
Diluted earnings per share attributable to The New York Times Company common stockholders		$	0.22	$	0.32	$	0.62	$	0.89
Basic earnings per share attributable to common stockholders										Basic earnings per share attributable to common stockholders	$	0.28	$	0.37	$	0.42	$	0.40
Diluted earnings per share attributable to common stockholders										Diluted earnings per share attributable to common stockholders	$	0.28	$	0.37	$	0.42	$	0.40
Dividends declared per share	Dividends declared per share	$	0.09	$	0.07	$	0.18	$	0.14	Dividends declared per share	$	0.11	$	—	$	0.22	$	0.09

See Notes to Condensed Consolidated Financial Statements.

THE NEW YORK TIMES COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS)

(Unaudited)

(In thousands)

For the Quarters Ended For the Nine Months Ended
September 25, 2022 September 26, 2021 September 25, 2022 September 26, 2021
(13 weeks) (39 weeks)
Net income $ 36,617 $ 54,656 $ 103,119 $ 150,082
Other comprehensive (loss)/income, before tax:
Loss on foreign currency translation adjustments (7,603) (1,654) (13,219) (3,421)
Pension and postretirement benefits obligation 5,247 6,405 15,371 19,220
Net unrealized loss on available-for-sale securities (1,631) (770) (11,458) (2,616)
Other comprehensive (loss)/income, before tax (3,987) 3,981 (9,306) 13,183
Income tax (benefit)/expense (983) 1,067 (2,467) 3,532
Other comprehensive (loss)/income, net of tax (3,004) 2,914 (6,839) 9,651
Comprehensive income attributable to The New York Times Company common stockholders $ 33,613 $ 57,570 $ 96,280 $ 159,733


	For the Quarters Ended				For the Six Months Ended
	June 30, 2023		June 26, 2022		June 30, 2023		June 26, 2022

Net income	$	46,574	$	61,777	$	68,895	$	66,502
Other comprehensive income/(loss), before tax:
Gain/(Loss) on foreign currency translation adjustments	286		(3,407)		1,134		(5,616)
Pension and postretirement benefits obligation	1,553		5,114		3,106		10,124
Net unrealized gain/(loss) on available-for-sale securities	1,496		(1,911)		4,098		(9,827)
Other comprehensive income/(loss), before tax	3,335		(204)		8,338		(5,319)
Income tax expense/(benefit)	879		(104)		2,173		(1,484)
Other comprehensive income/(loss), net of tax	2,456		(100)		6,165		(3,835)


Comprehensive income attributable to common stockholders	$	49,030	$	61,677	$	75,060	$	62,667

See Notes to Condensed Consolidated Financial Statements.

THE NEW YORK TIMES COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

For the Quarters Ended ~~September 25,~~June 30, 2023 and June 26, 2022 ~~and September 26, 2021~~

(Unaudited)

(In thousands, except share data)

Capital Stock -
Class A
and
Class B Common Additional
Paid-in
Capital Retained
Earnings Common
Stock
Held in
Treasury,
at Cost Accumulated
Other
Comprehensive
Loss, Net of
Income
Taxes Total
New York
Times
Company
Stockholders’
Equity Non-
controlling
Interest Total
Stock-
holders’
Equity
Balance, June 27, 2021 $ 17,674 $ 217,565 $ 1,756,198 $ (171,211) $ (403,444) $ 1,416,782 $ 2,005 $ 1,418,787
Net income — — 54,656 — — 54,656 — 54,656
Dividends — — (11,831) — — (11,831) — (11,831)
Other comprehensive income — — — — 2,914 2,914 — 2,914
Issuance of shares:
Stock options – 700 Class A shares — 4 — — — 4 — 4
Restricted stock units vested – 1,379 Class A shares 1 (48) — — — (47) — (47)
Stock-based compensation — 5,049 — — — 5,049 — 5,049
Balance, September 26, 2021 $ 17,675 $ 222,570 $ 1,799,023 $ (171,211) $ (400,530) $ 1,467,527 $ 2,005 $ 1,469,532
Balance, June 26, 2022 $ 17,705 $ 236,495 $ 1,896,646 $ (225,680) $ (387,037) $ 1,538,129 $ 2,005 $ 1,540,134
Net income — — 36,617 — — 36,617 — 36,617
Dividends — — (15,111) — — (15,111) — (15,111)
Other comprehensive loss — — — — (3,004) (3,004) — (3,004)
Issuance of shares:
Restricted stock units vested – 11,655 Class A shares 2 (209) — — — (207) — (207)
Share repurchases – 850,378 Class A shares — — — (25,334) — (25,334) — (25,334)
Stock-based compensation — 9,263 — — — 9,263 — 9,263
Balance, September 25, 2022 $ 17,707 $ 245,549 $ 1,918,152 $ (251,014) $ (390,041) $ 1,540,353 $ 2,005 $ 1,542,358


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

Balance, March 27, 2022	$	17,704	$	227,815	$	1,834,734	$	(200,245)	$	(386,937)	$	1,493,071	$	2,005	$	1,495,076
Net income	—		—		61,777		—		—		61,777		—		61,777
Dividends	—		—		135		—		—		135		—		135
Other comprehensive loss	—		—		—		—		(100)		(100)		—		(100)
Issuance of stock-based awards, net of withholding taxes:

Restricted stock units vested – 10,769 Class A shares	1		(302)		—		—		—		(301)		—		(301)

Share repurchases – 781,530 Class A shares	—		—		—		(25,435)		—		(25,435)		—		(25,435)
Stock-based compensation	—		8,982		—		—		—		8,982		—		8,982
Balance, June 26, 2022	$	17,705	$	236,495	$	1,896,646	$	(225,680)	$	(387,037)	$	1,538,129	$	2,005	$	1,540,134

Balance, March 31, 2023	$	17,744	$	255,361	$	1,962,805	$	(306,987)	$	(354,138)	$	1,574,785	$	2,005	$	1,576,790
Net income	—		—		46,574		—		—		46,574		—		46,574
Dividends	—		—		(18,350)		—		—		(18,350)		—		(18,350)
Other comprehensive income	—		—		—		—		2,456		2,456		—		2,456
Issuance of stock-based awards, net of withholding taxes:

Restricted stock units vested – 62,142 Class A shares	7		(639)		—		—		—		(632)		—		(632)

Share repurchases – 357,488 Class A shares	—		—		—		(12,871)		—		(12,871)		—		(12,871)
Stock-based compensation	—		13,253		—		—		—		13,253		—		13,253
Balance, June 30, 2023	$	17,751	$	267,975	$	1,991,029	$	(319,858)	$	(351,682)	$	1,605,215	$	2,005	$	1,607,220

THE NEW YORK TIMES COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

For the ~~Nine~~Six Months Ended ~~September 25,~~June 30, 2023 and June 26, 2022 ~~and September 26, 2021~~

(Unaudited)

(In thousands, except share data)

Capital Stock -
Class A
and
Class B Common Additional
Paid-in
Capital Retained
Earnings Common
Stock
Held in
Treasury,
at Cost Accumulated
Other
Comprehensive
Loss, Net of
Income
Taxes Total
New York
Times
Company
Stockholders’
Equity Non-
controlling
Interest Total
Stock-
holders’
Equity
Balance, December 27, 2020 $ 17,609 $ 216,714 $ 1,672,586 $ (171,211) $ (410,181) $ 1,325,517 $ 2,594 $ 1,328,111
Net income — — 150,082 — — 150,082 — 150,082
Dividends — — (23,645) — — (23,645) — (23,645)
Other comprehensive income — — — — 9,651 9,651 — 9,651
Issuance of shares:
Stock options – 324,060 Class A shares 33 2,418 — — — 2,451 — 2,451
Restricted stock units vested – 189,366 Class A shares 19 (5,002) — — — (4,983) — (4,983)
Performance-based awards - 142,253 Class A shares 14 (5,947) — — — (5,933) — (5,933)
Stock-based compensation — 14,387 — — — 14,387 14,387
Distributions — — — — — — (589) (589)
Balance, September 26, 2021 $ 17,675 $ 222,570 $ 1,799,023 $ (171,211) $ (400,530) $ 1,467,527 $ 2,005 $ 1,469,532
Balance, December 26, 2021 $ 17,675 $ 230,115 $ 1,845,343 $ (171,211) $ (383,202) $ 1,538,720 $ 2,005 $ 1,540,725
Net income — — 103,119 — — 103,119 — 103,119
Dividends — — (30,310) — — (30,310) — (30,310)
Other comprehensive loss — — — — (6,839) (6,839) — (6,839)
Issuance of shares:
Stock options – 400 Class A shares — 3 — — — 3 — 3
Restricted stock units vested –149,874 Class A shares 16 (4,295) — — — (4,279) — (4,279)
Performance-based awards –163,518 Class A shares 16 (5,573) — — — (5,557) — (5,557)
Share repurchases – 2,324,708 Class A shares (79,803) (79,803) — (79,803)
Stock-based compensation — 25,299 — — — 25,299 — 25,299
Balance, September 25, 2022 $ 17,707 $ 245,549 $ 1,918,152 $ (251,014) $ (390,041) $ 1,540,353 $ 2,005 $ 1,542,358


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

Balance, December 26, 2021	$	17,675	$	230,115	$	1,845,343	$	(171,211)	$	(383,202)	$	1,538,720	$	2,005	$	1,540,725
Net income	—		—		66,502		—		—		66,502		—		66,502
Dividends	—		—		(15,199)		—		—		(15,199)		—		(15,199)
Other comprehensive loss									(3,835)		(3,835)				(3,835)
Issuance of stock-based awards, net of withholding taxes:
Stock options – 400 Class A shares	—		3		—		—		—		3		—		3
Restricted stock units vested – 138,219 Class A shares	14		(4,086)		—		—		—		(4,072)		—		(4,072)
Performance-based awards – 163,518 Class A shares	16		(5,573)		—		—		—		(5,557)		—		(5,557)
Share repurchases – 1,474,330 Class A shares	—		—		—		(54,469)		—		(54,469)		—		(54,469)
Stock-based compensation	—		16,036		—		—		—		16,036		—		16,036
Balance, June 26, 2022	$	17,705	$	236,495	$	1,896,646	$	(225,680)	$	(387,037)	$	1,538,129	$	2,005	$	1,540,134

Balance, December 31, 2022	$	17,707	$	255,515	$	1,958,859	$	(276,267)	$	(357,847)	$	1,597,967	$	2,005	$	1,599,972
Net income	—		—		68,895		—		—		68,895		—		68,895
Dividends	—		—		(36,725)		—		—		(36,725)		—		(36,725)
Other comprehensive income	—		—		—		—		6,165		6,165		—		6,165
Issuance of stock-based awards, net of withholding taxes:


Restricted stock units vested – 329,235 Class A shares	34		(8,585)		—		—		—		(8,551)		—		(8,551)
Performance-based awards – 106,419 Class A shares	10		(3,108)		—		—		—		(3,098)		—		(3,098)
Share repurchases – 1,161,017 Class A shares	—		—		—		(43,591)		—		(43,591)		—		(43,591)
Stock-based compensation	—		24,153		—		—		—		24,153		—		24,153
Balance, June 30, 2023	$	17,751	$	267,975	$	1,991,029	$	(319,858)	$	(351,682)	$	1,605,215	$	2,005	$	1,607,220

THE NEW YORK TIMES COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

For the Nine Months Ended
September 25, 2022 September 26, 2021
(39 weeks)
Cash flows from operating activities
Net income $ 103,119 $ 150,082
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 61,150 43,529
Lease termination charge — 3,831
Amortization of right of use asset 7,465 7,069
Stock-based compensation expense 25,299 14,387
Gain on pension liability adjustment (7,127) —
Gain on the sale of land (34,227) —
Gain on non-marketable equity investment — (27,156)
Change in long-term retirement benefit obligations (19,100) (13,440)
Fair market value adjustment on life insurance products 1,494 312
Other – net (1,221) (568)
Changes in operating assets and liabilities, net of business acquisitions:
Accounts receivable – net 74,869 19,072
Other assets (25,575) (13,192)
Accounts payable, accrued payroll and other liabilities (106,174) 15,311
Unexpired subscriptions 5,052 10,320
Net cash provided by operating activities 85,024 209,557
Cash flows from investing activities
Purchases of marketable securities (6,650) (550,649)
Maturities of marketable securities 469,863 421,679
Business acquisitions, net of cash acquired (515,299) —
Sales of investments – net (1,886) 20,569
Capital expenditures (27,809) (23,750)
Other – net 2,482 2,466
Net cash used in investing activities (79,299) (129,685)
Cash flows from financing activities
Long-term obligations:
Dividends paid (41,878) (33,627)
Payment of contingent consideration (1,724) (862)
Capital shares:
Proceeds from stock option exercises 3 2,451
Repurchases (79,803) —
Share-based compensation tax withholding (9,837) (10,916)
Net cash used in financing activities (133,239) (42,954)
Net (decrease)/increase in cash, cash equivalents and restricted cash (127,514) 36,918
Effect of exchange rate changes on cash (3,074) (560)
Cash, cash equivalents and restricted cash at the beginning of the period 334,306 301,964
Cash, cash equivalents and restricted cash at the end of the period $ 203,718 $ 338,322


	For the Six Months Ended
	June 30, 2023		June 26, 2022
Cash flows from operating activities
Net income	$	68,895	$	66,502
Adjustments to reconcile net income to net cash provided by operating activities:


Depreciation and amortization	42,698		39,390

Amortization of right of use asset	4,989		4,979
Stock-based compensation expense	24,153		16,036

Lease-related impairment charge	12,736		—
Gain on sale of land	—		(34,227)

Change in long-term retirement benefit obligations	(13,760)		(9,823)


Other – net	2,301		2,872
Changes in operating assets and liabilities, net of business acquisitions:
Accounts receivable – net	58,542		62,438
Other assets	(2,517)		(12,287)
Accounts payable, accrued payroll and other liabilities	(79,306)		(120,886)
Unexpired subscriptions	1,051		1,154
Net cash provided by operating activities	119,782		16,148
Cash flows from investing activities
Purchases of marketable securities	(43,643)		(6,649)
Maturities of marketable securities	47,103		458,306

Business acquisitions, net of cash acquired	—		(515,299)

Capital expenditures	(10,792)		(19,005)
Other – net	2,302		1,457
Net cash used in investing activities	(5,030)		(81,190)
Cash flows from financing activities
Long-term obligations:

Dividends paid	(33,195)		(26,895)
Payment of contingent consideration	(1,724)		(1,724)
Capital shares:
Proceeds from stock option exercises	—		3
Repurchases	(43,591)		(54,469)
Share-based compensation tax withholding	(11,649)		(9,629)
Net cash used in financing activities	(90,159)		(92,714)
Net increase/(decrease) in cash, cash equivalents and restricted cash	24,593		(157,756)
Effect of exchange rate changes on cash	(29)		(812)
Cash, cash equivalents and restricted cash at the beginning of the period	235,173		334,306
Cash, cash equivalents and restricted cash at the end of the period	$	259,737	$	175,738

See Notes to Condensed Consolidated Financial Statements.

THE NEW YORK TIMES COMPANY

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1. BASIS OF PRESENTATION

In the opinion of management of The New York Times Company (the “Company”), the Condensed Consolidated Financial Statements present fairly the financial position of the Company as of ~~September 25, 2022,~~June 30, 2023, and December ~~26, 2021,~~31, 2022, and the results of operations, changes in stockholders’ equity and cash flows of the Company for the periods ended ~~September 25, 2022,~~June 30, 2023, and ~~September~~June 26, ~~2021.~~2022. The Company and its consolidated subsidiaries are referred to collectively as “we,” “us” or “our.” All adjustments necessary for a fair presentation have been included and are of a normal and recurring nature. All significant intercompany accounts and transactions have been eliminated in consolidation. The financial statements were prepared in accordance with the requirements of the United States Securities and Exchange Commission (“SEC”) for interim reporting. As permitted under those rules, certain notes or other financial information that are normally required by accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted from these interim financial statements. These financial statements, therefore, should be read in conjunction with the Consolidated Financial Statements and related Notes included in our Annual Report on Form 10-K for the year ended December ~~26, 2021.~~31, 2022. 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~~first six months of 2022 included ~~herein comprise 13 and 39 weeks for~~an additional day compared with the ~~third quarter and~~ first ~~nine~~six months ~~respectively.~~

~~In December 2021,~~of 2023 as a result of the ~~Board of Directors approved a resolution to~~ change in the Company’s fiscal year ~~from a 52/53 week fiscal year ending~~to the ~~last Sunday of December to a~~ calendar year. Accordingly, the Company’s 2022 fiscal year, which commenced December 27, 2021, will be extended from December 25, 2022, to December 31, 2022, and subsequent fiscal years will begin on January 1 and end on December 31 of each year.

~~On February 1, 2022, we acquired~~ The Athletic Media Company (“The Athletic”), a global digital subscription-based sports media business. The results of The Athletic have been included in our Condensed Consolidated Financial Statements beginning February 1, 2022. The Athletic is a separate reportable segment of the Company. As a result, beginning in the first quarter of 2022, the Company has two reportable segments: The New York Times Group (“NYTG”) and The Athletic. Management, including the Company’s President and Chief Executive Officer (who is the Company’s Chief Operating Decision Maker), uses adjusted operating profit (loss) by segment (as defined below) in assessing performance and allocating resources. The Company includes in its presentation revenues and adjusted operating costs (as defined below) to arrive at adjusted operating profit (loss) by segment.

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

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

~~Except as described herein, as~~As of ~~September 25, 2022,~~June 30, 2023, our significant accounting policies, which are detailed in our Annual Report on Form 10-K for the year ended December ~~26, 2021,~~31, 2022, have not ~~changed materially.~~

~~Recently Adopted Accounting Pronouncements~~


~~Accounting Standard Update(s)~~	~~Topic~~	~~Effective Period~~	~~Summary~~
~~2021-08~~	~~Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers~~	~~Fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022. Early adoption is permitted.~~	Requires entities to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC 2014-09, Revenue from Contracts with Customers (Topic 606). The update will generally result in an entity recognizing contract assets and contract liabilities at amounts consistent with those recorded by the acquiree immediately before the acquisition date rather than at fair value. The Company adopted this guidance on December 27, 2021. As a result of The Athletic acquisition, the Company assumed unexpired subscriptions revenue of $28.1 million.

changed.

Recently Issued Accounting Pronouncements

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

~~THE NEW YORK TIMES COMPANY~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

NOTE 3. REVENUE

We generate revenues principally from subscriptions and advertising.

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

Advertising revenue is generated principally from advertisers (such as technology, financial and luxury goods companies) promoting products, services or brands on digital platforms in the form of display ads, audio and video, and in print in the form of column-inch ads. Advertising revenue is generated primarily from offerings sold directly to marketers by our advertising sales teams. A smaller proportion of our total advertising revenues is generated through programmatic auctions run by third-party ad exchanges. Advertising revenue is primarily determined by the volume (e.g., impressions), rate and mix of advertisements. Digital advertising includes our core digital advertising business and other digital advertising. Our core digital advertising business includes direct-sold website, mobile application, podcast, email and video advertisements. ~~Advertising revenue from The Athletic is primarily podcast revenue and therefore is reflected in this category.~~ Direct-sold display advertising, a component of core digital advertising, includes offerings on websites and mobile applications sold directly to marketers by our advertising sales teams. Other digital advertising includes open-market programmatic advertising and creative services fees. Print advertising includes revenue from column-inch ads and classified advertising as well as preprinted advertising, also known as freestanding inserts. NYTG has revenue from all categories discussed above. The Athletic has revenue from direct-sold display advertising, podcast, email and video advertisements and open-market programmatic advertising. There is no print advertising revenue generated from The Athletic.

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

THE NEW YORK TIMES COMPANY

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Subscription, advertising and other revenues were as ~~follows for the third quarters and first nine months ended September 25, 2022, and September 26, 2021:~~follows:


		For the Quarters Ended								For the Nine Months Ended									For the Quarters Ended								For the Six Months Ended
(In thousands)	(In thousands)	September 25, 2022		As % of total		September 26, 2021		As % of total		September 25, 2022		As % of total		September 26, 2021		As % of total		(In thousands)	June 30, 2023		As % of total		June 26, 2022		As % of total		June 30, 2023		As % of total		June 26, 2022		As % of total
Subscription	Subscription	$	382,672	69.9	%	$	342,609	67.4	%	$	1,138,270	69.3	%	$	1,010,910	68.3	%	Subscription	$	409,590	69.3	%	$	383,619	69.0	%	$	807,132	70.0	%	$	755,598	69.2	%
Advertising	Advertising	110,467		20.1	%	110,887		21.7	%	344,116		21.0	%	320,777		21.6	%	Advertising	117,770		19.8	%	117,379		21.0	%	224,011		19.5	%	233,649		21.3	%
Other (1)	Other (1)	54,541		10.0	%	55,607		10.9	%	158,399		9.7	%	148,958		10.1	%	Other (1)	63,493		10.9	%	54,682		10.0	%	120,449		10.5	%	103,858		9.5	%
Total	Total	$	547,680	100.0	%	$	509,103	100.0	%	$	1,640,785	100.0	%	$	1,480,645	100.0	%	Total	$	590,853	100.0	%	$	555,680	100.0	%	$	1,151,592	100.0	%	$	1,093,105	100.0	%

(1) Other revenues include building rental revenue, which is not under the scope of Revenue from Contracts with Customers (Topic 606). Building rental revenue was ~~approximately $7~~$6.5 million and $7.2 million for the ~~third~~second quarters of ~~2022~~2023 and ~~2021,~~2022, respectively, and ~~approximately $22~~$13.7 million and ~~$20~~$14.3 million for the first ~~nine~~six months of 2023 and 2022, ~~and 2021,~~ respectively.

~~THE NEW YORK TIMES COMPANY~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

The following table summarizes digital and print subscription revenues, which are components of subscription revenues above, for the ~~third~~second quarters and first ~~nine~~six months ended ~~September 25, 2022,~~June 30, 2023, and ~~September~~June 26, ~~2021:~~2022:


		For the Quarters Ended								For the Nine Months Ended									For the Quarters Ended								For the Six Months Ended
(In thousands)	(In thousands)	September 25, 2022		As % of total		September 26, 2021		As % of total		September 25, 2022		As % of total		September 26, 2021		As % of total		(In thousands)	June 30, 2023		As % of total		June 26, 2022		As % of total		June 30, 2023		As % of total		June 26, 2022		As % of total
Digital-only subscription revenues (1)	Digital-only subscription revenues (1)	$	243,889	63.7	%	$	198,633	58.0	%	$	709,378	62.3	%	$	568,378	56.2	%	Digital-only subscription revenues (1)	$	269,774	65.9	%	$	238,727	62.2	%	$	528,541	65.5	%	$	465,489	61.6	%
Print subscription revenues:	Print subscription revenues:																	Print subscription revenues:
Domestic home delivery subscription revenues (2)		124,653		32.6	%	128,895		37.6	%	387,125		34.0	%	398,045		39.4	%
Domestic home-delivery subscription revenues (2)																		Domestic home-delivery subscription revenues (2)	126,024		30.8	%	131,080		34.2	%	251,901		31.2	%	262,472		34.7	%
Single-copy, NYT International and Other subscription revenues (3)	Single-copy, NYT International and Other subscription revenues (3)	14,130		3.7	%	15,081		4.4	%	41,767		3.7	%	44,487		4.4	%	Single-copy, NYT International and Other subscription revenues (3)	13,792		3.4	%	13,812		3.6	%	26,690		3.3	%	27,637		3.7	%
Subtotal print subscription revenues	Subtotal print subscription revenues	138,783		36.3	%	143,976		42.0	%	428,892		37.7	%	442,532		43.8	%	Subtotal print subscription revenues	139,816		34.1	%	144,892		37.8	%	278,591		34.5	%	290,109		38.4	%
Total subscription revenues	Total subscription revenues	$	382,672	100.0	%	$	342,609	100.0	%	$	1,138,270	100.0	%	$	1,010,910	100.0	%	Total subscription revenues	$	409,590	100.0	%	$	383,619	100.0	%	$	807,132	100.0	%	$	755,598	100.0	%
(1) Includes revenue from digital-only bundled and standalone subscriptions to our news product, as well as The Athletic and our Games, Cooking, Audm and Wirecutter products.
(2) Domestic home delivery subscriptions include access to our digital news product, as well as The Athletic and our Games, Cooking and Wirecutter products.
(1) Includes revenue from bundled and standalone subscriptions to our news product, as well as to The Athletic and to our Cooking, Games and Wirecutter products.																		(1) Includes revenue from bundled and standalone subscriptions to our news product, as well as to The Athletic and to our Cooking, Games and Wirecutter products.
(2) Domestic home-delivery subscriptions include access to our digital products.																		(2) Domestic home-delivery subscriptions include access to our digital products.
(3) NYT International is the international edition of our print newspaper.	(3) NYT International is the international edition of our print newspaper.																	(3) NYT International is the international edition of our print newspaper.

The following table summarizes digital and print advertising revenues, which are components of advertising revenues above, for the ~~third~~second quarters and first ~~nine~~six months ended ~~September 25, 2022,~~June 30, 2023, and ~~September~~June 26, ~~2021:~~2022:


		For the Quarters Ended								For the Nine Months Ended									For the Quarters Ended								For the Six Months Ended
(In thousands)	(In thousands)	September 25, 2022		As % of total		September 26, 2021		As % of total		September 25, 2022		As % of total		September 26, 2021		As % of total		(In thousands)	June 30, 2023		As % of total		June 26, 2022		As % of total		June 30, 2023		As % of total		June 26, 2022		As % of total
Advertising revenues:	Advertising revenues:																	Advertising revenues:
Digital	Digital	$	70,282	63.6	%	$	66,981	60.4	%	$	206,588	60.0	%	$	197,472	61.6	%	Digital	$	73,804	62.7	%	$	69,292	59.0	%	$	135,075	60.3	%	$	136,306	58.3	%
Print	Print	40,185		36.4	%	43,906		39.6	%	137,528		40.0	%	123,305		38.4	%	Print	43,966		37.3	%	48,087		41.0	%	88,936		39.7	%	97,343		41.7	%
Total advertising	Total advertising	$	110,467	100.0	%	$	110,887	100.0	%	$	344,116	100.0	%	$	320,777	100.0	%	Total advertising	$	117,770	100.0	%	$	117,379	100.0	%	$	224,011	100.0	%	$	233,649	100.0	%

Performance Obligations

We have remaining performance obligations related to digital archive and other licensing and certain advertising contracts. As of ~~September 25, 2022,~~June 30, 2023, the aggregate amount of the transaction price allocated to the remaining performance obligations for contracts with a duration greater than one year was approximately ~~$99~~$207 million. The Company will recognize this revenue as performance obligations are satisfied. We expect that approximately $8$40 million, ~~$25~~$76 million and ~~$66~~$91 million will be recognized in the remainder of ~~2022,~~ 2023, 2024 and thereafter through 2028, respectively.

THE NEW YORK TIMES COMPANY

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Unexpired Subscriptions

Payments for subscriptions are typically due upfront and the revenue is recognized ratably over the subscription period. The proceeds are recorded within Unexpired subscriptions revenue in the Condensed Consolidated Balance Sheet. Total unexpired subscriptions as of December 31, 2022, were $155.9 million, of which approximately $132 million was recognized as revenues during the six months ended June 30, 2023.

Contract Assets

As of ~~September 25, 2022,~~June 30, 2023, and December ~~26, 2021,~~31, 2022, the Company had $3.8 ~~million and $3.4~~ million, respectively, in contract assets recorded in the Condensed Consolidated Balance Sheets related to digital archiving licensing revenue. The contract asset is reclassified to Accounts receivable when the customer is invoiced based on the contractual billing schedule.

NOTE 4. MARKETABLE SECURITIES

The Company accounts for its marketable securities as available for sale (“AFS”). The Company recorded ~~$13.2~~$7.3 million and ~~$1.7~~$11.4 million of pre-tax net unrealized losses in Accumulated other comprehensive income (“AOCI”) as of ~~September 25, 2022,~~June 30, 2023, and December ~~26, 2021,~~31, 2022, respectively.

~~THE NEW YORK TIMES COMPANY~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

The following tables present the amortized cost, gross unrealized gains and losses, and fair market value of our AFS securities as of ~~September 25, 2022,~~June 30, 2023, and December ~~26, 2021:~~31, 2022:


		September 25, 2022									June 30, 2023
(In thousands)	(In thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value		(In thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value

Short-term AFS securities	Short-term AFS securities									Short-term AFS securities
U.S. Treasury securities		$	41,116	$	1	$	(693)	$	40,424

Corporate debt securities	Corporate debt securities	38,269		—		(980)		37,289		Corporate debt securities	$	115,753	$	—	$	(3,130)	$	112,623
U.S. governmental agency securities	U.S. governmental agency securities	16,805		—		(575)		16,230		U.S. governmental agency securities	27,805		—		(414)		27,391

U.S. Treasury securities										U.S. Treasury securities	27,844		—		(498)		27,346
Municipal securities	Municipal securities	8,913		—		(236)		8,677		Municipal securities	3,890		—		(27)		3,863
Total short-term AFS securities	Total short-term AFS securities	$	105,103	$	1	$	(2,484)	$	102,620	Total short-term AFS securities	$	175,292	$	—	$	(4,069)	$	171,223
Long-term AFS securities	Long-term AFS securities									Long-term AFS securities
U.S. Treasury securities										U.S. Treasury securities	$	52,413	$	—	$	(1,321)	$	51,092
Corporate debt securities	Corporate debt securities	$	133,812	$	—	$	(7,819)	$	125,993	Corporate debt securities	39,576		—		(1,827)		37,749
U.S. Treasury securities		40,858		—		(2,315)		38,543
U.S. governmental agency securities	U.S. governmental agency securities	11,999		—		(590)		11,409		U.S. governmental agency securities	4,798		—		(119)		4,679

Total long-term AFS securities	Total long-term AFS securities	$	186,669	$	—	$	(10,724)	$	175,945	Total long-term AFS securities	$	96,787	$	—	$	(3,267)	$	93,520


		December 26, 2021									December 31, 2022
(In thousands)	(In thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value		(In thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value

Short-term AFS securities	Short-term AFS securities									Short-term AFS securities
Corporate debt securities										Corporate debt securities	$	52,315	$	—	$	(1,286)	$	51,029
U.S. governmental agency securities										U.S. governmental agency securities	22,806		—		(722)		22,084
U.S. Treasury securities	U.S. Treasury securities	$	148,899	$	692	$	(43)	$	149,548	U.S. Treasury securities	45,096		—		(963)		44,133
Corporate debt securities		107,158		245		(69)		107,334
Certificates of deposit		55,551		—		—		55,551
Commercial paper		21,145		—		—		21,145
U.S. governmental agency securities		3,500		—		—		3,500
Municipal securities	Municipal securities	3,999		—		(2)		3,997		Municipal securities	8,903		—		(177)		8,726
Total short-term AFS securities	Total short-term AFS securities	$	340,252	$	937	$	(114)	$	341,075	Total short-term AFS securities	$	129,120	$	—	$	(3,148)	$	125,972
Long-term AFS securities	Long-term AFS securities									Long-term AFS securities
U.S. Treasury securities										U.S. Treasury securities	$	25,990	$	—	$	(1,576)	$	24,414
Corporate debt securities	Corporate debt securities	$	242,764	$	149	$	(1,858)	$	241,055	Corporate debt securities	115,207		—		(6,377)		108,830
U.S. Treasury securities		119,695		—		(549)		119,146
U.S. governmental agency securities	U.S. governmental agency securities	39,498		—		(252)		39,246		U.S. governmental agency securities	5,999		—		(326)		5,673
Municipal securities		13,994		—		(61)		13,933
Total long-term AFS securities	Total long-term AFS securities	$	415,951	$	149	$	(2,720)	$	413,380	Total long-term AFS securities	$	147,196	$	—	$	(8,279)	$	138,917

1110

THE NEW YORK TIMES COMPANY

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following tables represent the AFS securities as of ~~September 25, 2022,~~June 30, 2023, and December ~~26, 2021,~~31, 2022, that were in an unrealized loss position for which an allowance for credit losses has not been recorded, aggregated by investment category and the length of time that individual securities have been in a continuous unrealized loss position:


		September 25, 2022													June 30, 2023
		Less than 12 Months				12 Months or Greater				Total					Less than 12 Months				12 Months or Greater				Total
(In thousands)	(In thousands)	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		(In thousands)	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses

Short-term AFS securities	Short-term AFS securities													Short-term AFS securities
Corporate debt securities	Corporate debt securities	$	30,120	$	(736)	$	7,169	$	(244)	$	37,289	$	(980)	Corporate debt securities	$	5,621	$	(4)	$	107,002	$	(3,126)	$	112,623	$	(3,130)
U.S. governmental agency securities														U.S. governmental agency securities	—		—		27,391		(414)		27,391		(414)
U.S. Treasury securities	U.S. Treasury securities	23,655		(439)		12,241		(254)		35,896		(693)		U.S. Treasury securities	—		—		27,346		(498)		27,346		(498)

U.S. governmental agency securities		4,833		(167)		11,397		(408)		16,230		(575)
Municipal securities	Municipal securities	6,215		(175)		2,463		(61)		8,678		(236)		Municipal securities	—		—		3,863		(27)		3,863		(27)
Total short-term AFS securities	Total short-term AFS securities	$	64,823	$	(1,517)	$	33,270	$	(967)	$	98,093	$	(2,484)	Total short-term AFS securities	$	5,621	$	(4)	$	165,602	$	(4,065)	$	171,223	$	(4,069)
Long-term AFS securities	Long-term AFS securities													Long-term AFS securities
U.S. Treasury securities														U.S. Treasury securities	$	32,487	$	(249)	$	18,605	$	(1,072)	$	51,092	$	(1,321)
Corporate debt securities	Corporate debt securities	$	72,968	$	(4,459)	$	53,025	$	(3,360)	$	125,993	$	(7,819)	Corporate debt securities	7,116		(22)		30,633		(1,805)		37,749		(1,827)
U.S. Treasury securities		22,181		(1,328)		16,362		(987)		38,543		(2,315)
U.S. governmental agency securities	U.S. governmental agency securities	930		(69)		10,479		(521)		11,409		(590)		U.S. governmental agency securities	3,738		(61)		941		(58)		4,679		(119)

Total long-term AFS securities	Total long-term AFS securities	$	96,079	$	(5,856)	$	79,866	$	(4,868)	$	175,945	$	(10,724)	Total long-term AFS securities	$	43,341	$	(332)	$	50,179	$	(2,935)	$	93,520	$	(3,267)


		December 26, 2021													December 31, 2022
		Less than 12 Months				12 Months or Greater				Total					Less than 12 Months				12 Months or Greater				Total
(In thousands)	(In thousands)	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		(In thousands)	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses

Short-term AFS securities	Short-term AFS securities													Short-term AFS securities
Corporate debt securities	Corporate debt securities	$	53,148	$	(69)	$	—	$	—	$	53,148	$	(69)	Corporate debt securities	$	3,799	$	(11)	$	47,230	$	(1,275)	$	51,029	$	(1,286)
U.S. governmental agency securities														U.S. governmental agency securities	—		—		22,084		(722)		22,084		(722)
U.S. Treasury securities	U.S. Treasury securities	61,018		(43)		—		—		61,018		(43)		U.S. Treasury securities	—		—		44,133		(963)		44,133		(963)
Municipal securities	Municipal securities	1,998		(2)		—		—		1,998		(2)		Municipal securities	—		—		8,726		(177)		8,726		(177)

Total short-term AFS securities	Total short-term AFS securities	$	116,164	$	(114)	$	—	$	—	$	116,164	$	(114)	Total short-term AFS securities	$	3,799	$	(11)	$	122,173	$	(3,137)	$	125,972	$	(3,148)
Long-term AFS securities	Long-term AFS securities													Long-term AFS securities
U.S. Treasury securities														U.S. Treasury securities	$	282	$	(9)	$	24,132	$	(1,567)	$	24,414	$	(1,576)
Corporate debt securities	Corporate debt securities	$	224,022	$	(1,858)	$	—	$	—	$	224,022	$	(1,858)	Corporate debt securities	2,004		(57)		106,826		(6,320)		108,830		(6,377)
U.S. Treasury securities		119,146		(549)		—		—		119,146		(549)
U.S. governmental agency securities	U.S. governmental agency securities	39,246		(252)		—		—		39,246		(252)		U.S. governmental agency securities	—		—		5,673		(326)		5,673		(326)
Municipal securities		13,933		(61)		—		—		13,933		(61)

Total long-term AFS securities	Total long-term AFS securities	$	396,347	$	(2,720)	$	—	$	—	$	396,347	$	(2,720)	Total long-term AFS securities	$	2,286	$	(66)	$	136,631	$	(8,213)	$	138,917	$	(8,279)

We assess AFS securities on a quarterly basis or more often if a potential loss-triggering event occurs.

As of ~~September 25, 2022~~June 30, 2023, and December ~~26, 2021,~~31, 2022, we did not intend to sell and it was not likely that we would be required to sell these investments before recovery of their amortized cost basis, which may be at maturity. Unrealized losses related to these investments are primarily due to interest rate fluctuations as opposed to changes in credit quality. Therefore, as of ~~September 25, 2022~~June 30, 2023, and December ~~26, 2021,~~31, 2022, we have recognized no losses or allowance for credit losses related to AFS securities.

1211

THE NEW YORK TIMES COMPANY

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

As of ~~September 25, 2022,~~June 30, 2023, our short-term and long-term marketable securities had remaining maturities of less than one month to 12 months and 13 months to 3024 months, respectively. See Note 8 for more information regarding the fair value of our marketable securities.

NOTE 5. ~~BUSINESS COMBINATION~~

~~The Athletic Acquisition~~

The Company accounts for business combinations using the acquisition method of accounting. The purchase price is allocated to the assets acquired and liabilities assumed using the fair values determined by management as of the acquisition date. The excess of the purchase price over the estimated fair value of the net assets acquired is recorded as goodwill. The results of businesses acquired in a business combination are included in the Company’s consolidated financial statements from the date of acquisition.

On February 1, 2022, the Company acquired The Athletic in an all-cash transaction. The consideration paid of approximately $550 million was funded from cash on hand and included $523.5 million which we determined to be the purchase price for assets acquired and liabilities assumed, and $26.7 million paid in connection with the acceleration of The Athletic stock options. The stock options acceleration is included in ~~Acquisition-related costs~~ ~~in our Condensed Consolidated Statements of Operations for the nine months ended September 25, 2022.~~

The purchase price allocation has been prepared on a preliminary basis. As additional information becomes available, the Company may revise the allocation to certain assets and liabilities, including tax estimates. The Company will finalize the acquisition accounting within the required measurement period of one year.

The following table summarizes the preliminary allocation of the purchase price (at fair value) to the assets acquired and liabilities assumed of The Athletic as of February 1, 2022 (the date of acquisition):

(In thousands) Preliminary Purchase Price Allocation Estimated Useful Life (in years)
Total current assets $ 18,495
Property, plant and equipment 281 3- 5
Right of use asset (1)
2,612
Trademark (2)
160,000 20
Existing subscriber base (2)
135,000 12
Developed technology (2)
35,000 5
Content archive (2)
2,000 2
Goodwill 249,792 Indefinite
Total current liabilities (3)
(41,107)
Other liabilities — Other
(3,491)
Deferred tax liability, net (4)
(35,116)
Total purchase price $ 523,466

~~(1)~~ ~~Included in~~ ~~Miscellaneous assets~~ ~~in our Condensed Consolidated Balance Sheets.~~

~~(2)~~ ~~Included in~~ ~~Intangible assets, net~~ ~~in our Condensed Consolidated Balance Sheets.~~

~~(3)~~ ~~Includes~~ ~~Unexpired subscriptions revenue~~ ~~of $28.1 million.~~

~~(4)~~ ~~Included in~~ ~~Deferred income taxes~~ ~~in our Condensed Consolidated Balance Sheets.~~

Goodwill is primarily attributable to future subscribers expected to be acquired both organically and through synergies from adding The Athletic to the Company’s products as well as the acquired assembled workforce. Goodwill is not expected to be deductible for tax purposes. The fair value of trademarks is estimated using a relief from royalty valuation method, the fair

~~THE NEW YORK TIMES COMPANY~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

value of subscriber relationships is estimated using a multi-period excess earnings valuation method, and the fair value of developed technology and content archive is estimated using a replacement cost method.

The following unaudited pro forma summary presents consolidated information of the Company, including The Athletic, as if the business combination had occurred on December 28, 2020, the first day of fiscal nine months ended September 26, 2021, which is the earliest period presented herein:

For the Quarters Ended For the Nine Months Ended
(In thousands) September 25, 2022 September 26, 2021 September 25, 2022 September 26, 2021
Revenue $ 547,068 $ 526,581 $ 1,647,320 $ 1,528,513
Net income 37,793 40,800 127,615 71,855

The pro forma adjustments include (1) transaction costs and other one-time non-recurring costs that reduced expenses by $47.8 million for the nine months ended September 25, 2022 and increased expenses by $47.8 million for the nine months ended September 26, 2021, (2) recognition of additional amortization related to the intangible assets acquired, (3) alignment of accounting policies, and (4) recognition of the estimated income tax impact of the pro forma adjustments. The pro forma summary does not reflect cost savings or operating synergies expected to result from the acquisition. These pro forma results are illustrative only and not indicative of the actual results of operations that would have been achieved nor are they indicative of future results of operations.

GOODWILL AND INTANGIBLES

Goodwill and Intangibles

The changes in the carrying amount of goodwill as of ~~September 25, 2022,~~June 30, 2023, and since December 26, 2021, were as follows:


(In thousands)	(In thousands)	The New York Times Group		The Athletic		Total		(In thousands)	NYTG		The Athletic		Total
Balance as of December 27, 2020		$	171,657	$	—	$	171,657
Foreign currency translation		(5,297)		—		(5,297)
Balance as of December 26, 2021	Balance as of December 26, 2021	166,360		—		166,360		Balance as of December 26, 2021	$	166,360	$	—	$	166,360
Foreign currency translation	Foreign currency translation	(9,779)		—		(9,779)		Foreign currency translation	(3,674)		—		(3,674)
Acquisition of The Athletic		—		249,792		249,792
Balance as of September 25, 2022		$	156,581	$	249,792	$	406,373
Acquisition of The Athletic Media Company								Acquisition of The Athletic Media Company	—		249,792		249,792
Measurement period adjustments								Measurement period adjustments	—		1,568		1,568
Balance as of December 31, 2022								Balance as of December 31, 2022	162,686		251,360		414,046
Foreign currency translation								Foreign currency translation	1,135		—		1,135
Balance as of June 30, 2023								Balance as of June 30, 2023	$	163,821	$	251,360	$	415,181

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

As of ~~September 25, 2022,~~June 30, 2023, the gross book value and accumulated amortization of ~~acquired~~the finite-lived intangible assets ~~from the acquisition of The Athletic~~ were as follows:
(In thousands) Gross book value Accumulated amortization Net book value
Trademark $ 160,000 $ (5,333) $ 154,667
Existing subscriber base 135,000 (7,500) 127,500
Developed technology 35,000 (4,667) 30,333
Content archive 2,000 (667) 1,333
Total $ 332,000 $ (18,167) $ 313,833

~~THE NEW YORK TIMES COMPANY~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~


(In thousands)	Gross Book Value		Accumulated Amortization		Net Book Value		Remaining Weighted-Average Useful Life (Years)
Trademark	$	162,618	$	(13,207)	$	149,411	18.8
Existing subscriber base	136,500		(17,438)		119,062		10.7
Developed technology	38,401		(11,712)		26,689		3.7
Content archive	5,751		(3,231)		2,520		2.5
Total finite-lived intangibles	$	343,270	$	(45,588)	$	297,682	14.1

Amortization expense for intangible assets ~~from the acquisition of The Athletic~~ included in Depreciation and amortization in our Condensed Consolidated Statements of Operations was $7.3 million and $5.0 million for the ~~third quarter~~second quarters of 2023 and 2022, respectively, and $14.7 million and $11.4 million for the first ~~nine~~six months of ~~2022 was $6.8 million~~2023 and ~~$18.2 million,~~2022, respectively. The estimated aggregate amortization expense for the remainder of ~~2022~~2023 and each of the following fiscal years ending December 31 is presented below:


(In thousands)	(In thousands)			(In thousands)
Remainder of 2022		$	6,813
2023		27,250
Remainder of 2023				Remainder of 2023	$	14,662
2024	2024	26,333		2024	27,487
2025	2025	26,250		2025	27,213
2026	2026	26,250		2026	26,960
2027				2027	20,171
Thereafter	Thereafter	200,937		Thereafter	181,189
Total amortization expense	Total amortization expense	$	313,833	Total amortization expense	$	297,682

The aggregate carrying amount of intangible assets of ~~$328.7~~$302.7 million, which includes an indefinite-lived intangible of ~~$9.0~~$5.0 million, is included in Intangible assets, net in our Condensed Consolidated Balance Sheet as of ~~September 25, 2022.~~June 30, 2023.

THE NEW YORK TIMES COMPANY

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 6. INVESTMENTS

Non-Marketable Equity Securities

Our non-marketable equity securities are investments in privately held companies/funds without readily determinable market values. Gains and losses on non-marketable securities revalued, sold or impaired are recognized in Interest income and other, net in our Condensed Consolidated Statements of Operations.

As of ~~September 25, 2022,~~June 30, 2023, and December ~~26, 2021,~~31, 2022, non-marketable equity securities included in Miscellaneous assets in our Condensed Consolidated Balance Sheets had a carrying value of $29.8 ~~million and $27.9 million, respectively.~~million.

NOTE 7. OTHER

Capitalized Computer Software Costs

Amortization of capitalized computer software costs included in Depreciation and amortization in our Condensed Consolidated Statements of Operations was ~~$2.0~~$1.8 million and ~~$2.1~~$1.9 million for the ~~third~~second quarters of ~~2022~~2023 and ~~2021,~~2022, respectively, and ~~$5.9~~$3.6 million and ~~$7.1~~$3.9 million for the first ~~nine~~six months of ~~2022~~2023 and ~~2021,~~2022, respectively.

Interest income and other, net

Interest income and other, net, as shown in the accompanying Condensed Consolidated Statements of Operations, was as follows:


		For the Quarters Ended				For the Nine Months Ended					For the Quarters Ended				For the Six Months Ended
(In thousands)	(In thousands)	September 25, 2022		September 26, 2021		September 25, 2022		September 26, 2021		(In thousands)	June 30, 2023		June 26, 2022		June 30, 2023		June 26, 2022
Interest income and other expense, net		$	1,817	$	1,598	$	4,574	$	5,342
Interest income										Interest income	$	4,754	$	1,535	$	8,165	$	2,757
Gain on the sale of land (1)	Gain on the sale of land (1)	—		—		34,227		—		Gain on the sale of land (1)	—		34,227		—		34,227
Gain on non-marketable equity investment (2)		—		27,156		—		27,156

Interest expense	Interest expense	(238)		(185)		(543)		(545)		Interest expense	(237)		(158)		(475)		(305)

Total interest income and other, net	Total interest income and other, net	$	1,579	$	28,569	$	38,258	$	31,953	Total interest income and other, net	$	4,517	$	35,604	$	7,690	$	36,679

(1) On December 9, 2020, we entered into an agreement to lease and subsequently sell approximately four acres of land at our printing and distribution facility in College Point, N.Y., subject to certain conditions. The lease commenced on April 11, 2022. At the time of the lease expiration in February 2025, we will sell the parcel to the lessee for approximately $36 million. The transaction is accounted for as a sales-type lease and as a result, we recognized a gain of approximately $34 million (net of commissions) at the time of lease commencement.

~~(2)~~ ~~Represents gains related to a non-marketable equity investment transaction.~~

~~THE NEW YORK TIMES COMPANY~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

Restricted Cash

A reconciliation of cash, cash equivalents and restricted cash as of ~~September 25,~~June 30, 2023, and June 26, 2022, ~~and December 26, 2021,~~ from the Condensed Consolidated Balance Sheets to the Condensed Consolidated Statements of Cash Flows is as follows:


(In thousands)	(In thousands)	September 25, 2022		December 26, 2021		(In thousands)	June 30, 2023		June 26, 2022
Reconciliation of cash, cash equivalents and restricted cash	Reconciliation of cash, cash equivalents and restricted cash					Reconciliation of cash, cash equivalents and restricted cash
Cash and cash equivalents	Cash and cash equivalents	$	190,050	$	319,973	Cash and cash equivalents	$	245,630	$	161,342

Restricted cash included within miscellaneous assets	Restricted cash included within miscellaneous assets	13,668		14,333		Restricted cash included within miscellaneous assets	14,107		14,396
Total cash, cash equivalents and restricted cash shown in the Condensed Consolidated Statements of Cash Flows	Total cash, cash equivalents and restricted cash shown in the Condensed Consolidated Statements of Cash Flows	$	203,718	$	334,306	Total cash, cash equivalents and restricted cash shown in the Condensed Consolidated Statements of Cash Flows	$	259,737	$	175,738

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

Revolving Credit Facility

~~In September 2019, the Company entered into a $250.0 million five-year unsecured revolving credit facility (the “2019 Credit Facility”).~~ On July 27, 2022, the Company entered into an amendment and restatement of ~~the 2019 Credit Facility~~its previous credit facility that, among other changes, increased the committed amount to $350.0 million and extended the maturity date to July 27, 2027 (as amended and restated, the “Credit Facility”). Certain of the Company’s domestic subsidiaries have guaranteed the Company’s obligations under the Credit Facility. Borrowings under the Credit Facility bear interest at specified rates based on our utilization and consolidated leverage ratio. The Credit Facility contains various customary affirmative and negative covenants. In addition, the Company is obligated to pay a quarterly unused commitment fee at an annual rate of 0.20%.

As of ~~September 25,~~June 30, 2023, and December 31, 2022, there ~~was~~were no borrowings and approximately $0.6 million in outstanding letters of credit, ~~and~~with the remaining committed amount ~~remains~~ available. As of ~~September 25, 2022,~~June 30, 2023, the Company was in compliance with the financial covenants contained in the Credit Facility.

THE NEW YORK TIMES COMPANY

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Severance Costs

We recognized ~~$2.0~~$0.7 million and $2.7 million in severance costs infor the ~~third quarter~~second quarters of 2023 and 2022, respectively, and ~~$4.7~~$4.5 million ~~in severance costs in~~and $2.7 million for the first ~~nine~~six months of ~~2022. We recognized $0.5 million severance costs in the third quarter of 2021~~2023 and ~~$0.9 million in severance costs in the first nine months of 2021.~~2022, respectively. These costs are recorded in General and administrative costs in our Condensed Consolidated Statements of Operations.

We had a severance liability of ~~$5.2~~$5.6 million and ~~$2.1~~$4.4 million included in Accrued expenses and other in our Condensed Consolidated Balance Sheets as of ~~September 25, 2022,~~June 30, 2023, and December ~~26, 2021,~~31, 2022, respectively.

~~Acquisition-Related Costs~~Impairment of Long-Lived Assets

In June 2023, we ceased using certain leased office space in Long Island City, New York. As a result, we recorded non-cash impairment charges of $7.6 million and $5.1 million to the right-of-use assets and fixed assets, respectively. The ~~Company incurred $34.7 million~~impairment amount was determined by comparing the fair value of ~~acquisition-related costs~~the impacted asset group to its carrying value as of the measurement date, as required by ASC 360, Property, Plant and Equipment. The fair value of the asset group was based on estimated sublease income for the ~~nine months ended September 25, 2022. Acquisition-related costs primarily include expenses paid~~affected property, taking into consideration the time we expect it will take to obtain a sublease tenant and the expected applicable discount rates. The impairment is presented in ~~connection with the acceleration~~Lease-related impairment charge in our Condensed Consolidated Statements of ~~The Athletic stock options, and legal, accounting, financial advisory and integration planning expenses.~~

Operations.

~~THE NEW YORK TIMES COMPANY~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

NOTE 8. FAIR VALUE MEASUREMENTS

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

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

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

Level 3–unobservable inputs for the asset or liability.

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

The following table summarizes our financial assets and liabilities measured at fair value on a recurring basis as of ~~September 25, 2022,~~June 30, 2023, and December ~~26, 2021:~~31, 2022:


(In thousands)	(In thousands)	September 25, 2022								December 26, 2021								(In thousands)	June 30, 2023								December 31, 2022
		Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3			Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3
Assets:	Assets:																	Assets:
Short-term AFS securities (1)	Short-term AFS securities (1)																	Short-term AFS securities (1)
Corporate debt securities																		Corporate debt securities	$	112,623	$	—	$	112,623	$	—	$	51,029	$	—	$	51,029	$	—
U.S. governmental agency securities																		U.S. governmental agency securities	27,391		—		27,391		—		22,084		—		22,084		—
U.S. Treasury securities																		U.S. Treasury securities	27,346		—		27,346		—		44,133		—		44,133		—

Municipal securities																		Municipal securities	3,863		—		3,863		—		8,726		—		8,726		—

Total short-term AFS securities																		Total short-term AFS securities	$	171,223	$	—	$	171,223	$	—	$	125,972	$	—	$	125,972	$	—
Long-term AFS securities (1)																		Long-term AFS securities (1)
U.S. Treasury securities	U.S. Treasury securities	$	40,424	$	—	$	40,424	$	—	$	149,548	$	—	$	149,548	$	—	U.S. Treasury securities	$	51,092	$	—	$	51,092	$	—	$	24,414	$	—	$	24,414	$	—
Corporate debt securities	Corporate debt securities	37,289		—		37,289		—		107,334		—		107,334		—		Corporate debt securities	37,749		—		37,749		—		108,830		—		108,830		—
Certificates of deposit		—		—		—		—		55,551		—		55,551		—
U.S. governmental agency securities	U.S. governmental agency securities	16,230		—		16,230		—		3,500		—		3,500		—		U.S. governmental agency securities	4,679		—		4,679		—		5,673		—		5,673		—
Municipal securities		8,677		—		8,677		—		3,997		—		3,997		—
Commercial paper		—		—		—		—		21,145		—		21,145		—
Total short-term AFS securities		$	102,620	$	—	$	102,620	$	—	$	341,075	$	—	$	341,075	$	—
Long-term AFS securities (1)
Corporate debt securities		$	125,993	$	—	$	125,993	$	—	$	241,055	$	—	$	241,055	$	—
U.S. Treasury securities		38,543		—		38,543		—		119,146		—		119,146		—
U.S. governmental agency securities		11,409		—		11,409		—		39,246		—		39,246		—
Municipal securities		—		—		—		—		13,933		—		13,933		—

Total long-term AFS securities	Total long-term AFS securities	$	175,945	$	—	$	175,945	$	—	$	413,380	$	—	$	413,380	$	—	Total long-term AFS securities	$	93,520	$	—	$	93,520	$	—	$	138,917	$	—	$	138,917	$	—
Liabilities:	Liabilities:																	Liabilities:
Deferred compensation (2)(3)	Deferred compensation (2)(3)	$	13,609	$	13,609	$	—	$	—	$	21,101	$	21,101	$	—	$	—	Deferred compensation (2)(3)	$	12,979	$	12,979	$	—	$	—	$	14,635	$	14,635	$	—	$	—
Contingent consideration(4)	Contingent consideration(4)	$	5,858	$	—	$	—	$	5,858	$	7,450	$	—	$	—	$	7,450	Contingent consideration(4)	$	5,464	$	—	$	—	$	5,464	$	5,324	$	—	$	—	$	5,324

THE NEW YORK TIMES COMPANY

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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

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

(3) The Company invests the assets associated with the deferred compensation liability in life insurance products. Our investments in life insurance products are included in Miscellaneous assets in our Condensed Consolidated Balance Sheets, and were ~~$47.0~~$51.1 million as of ~~September 25, 2022,~~June 30, 2023, and ~~$52.5~~$48.4 million as of December ~~26, 2021.~~31, 2022. The fair value of these assets is measured using the net asset value per share (or its equivalent) and has not been classified in the fair value hierarchy.

~~THE NEW YORK TIMES COMPANY~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

(4) The remaining contingent consideration balances (as discussed below) are included in Accrued expenses and other, for the current portion of the liability, and Other non-current liabilities, for the long-term portion of the liability, in our Condensed Consolidated Balance Sheets.

Level 3 Liabilities

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

The following table presents changes in the contingent consideration balances for the second quarters and ~~nine~~six months ended ~~September 25, 2022,~~June 30, 2023, and ~~September~~June 26, ~~2021:~~2022:

Quarters Ended Nine Months Ended
(In thousands) September 25, 2022 September 26, 2021 September 25, 2022 September 26, 2021
Balance at the beginning of the period $ 5,858 $ 7,450 $ 7,450 $ 8,431
Payments — — (1,724) (862)
Fair value adjustments (1)
— — 132 (119)
Contingent consideration at the end of the period $ 5,858 $ 7,450 $ 5,858 $ 7,450
(1) Fair value adjustments are included in General and administrative costs in our Condensed Consolidated Statements of Operations.

~~The remaining contingent consideration balances as of September 25, 2022, and December 26, 2021, of $5.9 million and $7.5 million, respectively, are included in~~ ~~Accrued expenses and other, for the current portion of the liability, and~~ ~~Other non-current liabilities, for the long-term portion of the liability, in our Condensed Consolidated Balance Sheets.~~


	Quarters Ended				Six Months Ended
(In thousands)	June 30, 2023		June 26, 2022		June 30, 2023		June 26, 2022
Balance at the beginning of the period	$	4,392	$	5,858	$	5,324	$	7,450

Payments	—		—		(1,724)		(1,724)
Fair value adjustments (1)	1,072		—		1,864		132
Contingent consideration at the end of the period	$	5,464	$	5,858	$	5,464	$	5,858
(1) Fair value adjustments are included in General and administrative costs in our Condensed Consolidated Statements of Operations.

~~THE NEW YORK TIMES COMPANY~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

NOTE 9. PENSION AND OTHER POSTRETIREMENT BENEFITS

Pension

Single-Employer Plans

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

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

~~The components of net periodic pension cost were as follows:~~

For the Quarters Ended
September 25, 2022 September 26, 2021
(In thousands) Qualified
Plans Non-
Qualified
Plans All
Plans Qualified
Plans Non-
Qualified
Plans All
Plans
Service cost $ 2,882 $ — $ 2,882 $ 2,276 $ — $ 2,276
Interest cost 8,837 1,284 10,121 7,630 1,087 8,717
Expected return on plan assets (13,807) — (13,807) (12,678) — (12,678)
Amortization of actuarial loss 3,266 1,643 4,909 5,056 1,821 6,877
Amortization of prior service credit (486) — (486) (486) — (486)
Net periodic pension cost $ 692 $ 2,927 $ 3,619 $ 1,798 $ 2,908 $ 4,706

For the Nine Months Ended
September 25, 2022 September 26, 2021
(In thousands) Qualified
Plans Non-
Qualified
Plans All
Plans Qualified
Plans Non-
Qualified
Plans All
Plans
Service cost $ 8,645 $ — $ 8,645 $ 6,828 $ — $ 6,828
Interest cost 26,512 3,853 30,365 22,888 3,263 26,151
Expected return on plan assets (41,422) — (41,422) (38,033) — (38,033)
Amortization of actuarial loss 9,799 4,929 14,728 15,169 5,463 20,632
Amortization of prior service credit (1,459) — (1,459) (1,458) — (1,458)
Net periodic pension cost $ 2,075 $ 8,782 $ 10,857 $ 5,394 $ 8,726 $ 14,120

During the first nine months of 2022 and 2021, we made pension contributions of $7.5 million and $6.5 million, respectively, to the APP. We expect to make contractual contributions in 2022 of approximately $10 million, which more than satisfy minimum funding requirements.

~~Multiemployer Plans~~

~~During the third quarter of 2022 we recorded a gain of $7.1 million from a multiemployer pension liability adjustment, which is included in~~ ~~Gain from pension liability adjustment~~ ~~in our Condensed Consolidated Statements of Operations.~~

1915

THE NEW YORK TIMES COMPANY

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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


	For the Quarters Ended
	June 30, 2023						June 26, 2022
(In thousands)	Qualified Plans		Non- Qualified Plans		All Plans		Qualified Plans		Non- Qualified Plans		All Plans
Service cost	$	1,417	$	—	$	1,417	$	2,882	$	—	$	2,882
Interest cost	14,198		2,296		16,494		8,837		1,284		10,121
Expected return on plan assets	(19,122)		—		(19,122)		(13,807)		—		(13,807)
Amortization of actuarial loss	663		890		1,553		3,266		1,643		4,909
Amortization of prior service credit	(486)		—		(486)		(486)		—		(486)

Net periodic pension (income)/cost	$	(3,330)	$	3,186	$	(144)	$	692	$	2,927	$	3,619


	For the Six Months Ended
	June 30, 2023						June 26, 2022
(In thousands)	Qualified Plans		Non- Qualified Plans		All Plans		Qualified Plans		Non- Qualified Plans		All Plans
Service cost	$	2,835	$	—	$	2,835	$	5,763	$	—	$	5,763
Interest cost	28,396		4,591		32,987		17,675		2,568		20,243
Expected return on plan assets	(38,245)		—		(38,245)		(27,615)		—		(27,615)
Amortization of actuarial loss	1,327		1,780		3,107		6,532		3,287		9,819
Amortization of prior service credit	(972)		—		(972)		(972)		—		(972)

Net periodic pension (income)/cost	$	(6,659)	$	6,371	$	(288)	$	1,383	$	5,855	$	7,238

During the first six months of 2023 and 2022, we made pension contributions of $4.5 million and $5.1 million, respectively, to the APP. We expect to make contractual contributions in 2023 of approximately $10 million, which more than satisfy minimum funding requirements.

Other Postretirement Benefits

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


		For the Quarters Ended				For the Nine Months Ended					For the Quarters Ended				For the Six Months Ended
(In thousands)	(In thousands)	September 25, 2022		September 26, 2021		September 25, 2022		September 26, 2021		(In thousands)	June 30, 2023		June 26, 2022		June 30, 2023		June 26, 2022
Service cost	Service cost	$	11	$	14	$	34	$	40	Service cost	$	8	$	11	$	17	$	23
Interest cost	Interest cost	183		141		548		423		Interest cost	375		183		750		365
Amortization of actuarial loss	Amortization of actuarial loss	823		851		2,470		2,555		Amortization of actuarial loss	486		823		972		1,647
Amortization of prior service credit	Amortization of prior service credit	—		(837)		(368)		(2,509)		Amortization of prior service credit	—		(132)		—		(368)
Net periodic postretirement benefit cost	Net periodic postretirement benefit cost	$	1,017	$	169	$	2,684	$	509	Net periodic postretirement benefit cost	$	869	$	885	$	1,739	$	1,667

THE NEW YORK TIMES COMPANY

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 10. INCOME TAXES

The Company had income tax expense of ~~$14.2~~$14.4 million and ~~$39.2~~$23.8 million in the ~~third~~second quarter and first ~~nine~~six months of ~~2022, respectively.~~2023, respectively. The Company had income tax expense of ~~$20.3~~$23.9 million and ~~$48.0~~$25.0 million in the ~~third~~second quarter and first ~~nine months of 2021, respectively. The Company’s effective tax rates from continuing operations were 28.0% and 27.5% for the third quarter and first nine~~six months of 2022, respectively. The Company’s effective tax rates ~~from continuing operations~~ were ~~27.1%~~23.6% and ~~24.2%~~25.7% for the ~~third~~second quarter and first ~~nine~~six months of ~~2021,~~2023, respectively. The Company’s effective tax rates were 27.9% and 27.3% for the second quarter and first six months of 2022, respectively. The decrease in income tax expense ~~in the third quarter of 2022~~ was primarily due to lower income ~~from continuing operations~~ in the ~~third~~second quarter of ~~2022.~~2023. The decrease ~~in income tax expense in the first nine months of 2022 was primarily due to lower income from continuing operations in the first nine months of 2022. The increase~~ in the effective tax rate ~~in the first nine months of 2022~~ was primarily due to a ~~lower benefit~~reduction in the ~~first nine months of 2022 from stock price appreciation on stock-based awards that settled~~Company’s reserve for uncertain tax positions in the ~~respective nine-month periods.~~second quarter of 2023.

Beginning in 2022, the Tax Cuts and Jobs Act of 2017 ~~eliminates~~eliminated the option to deduct research and development expenditures immediately in the year incurred and instead requires taxpayers to capitalize and amortize such expenditures over five years. Although it is possible that Congress may defer, modify, or repeal this provision, potentially with retroactive effect, we have no assurance that Congress will take any action with respect to this provision. If theIn 2022, ~~effective date remains in place, our initial assessment is that~~ our cash from operations ~~will be negatively impacted by~~decreased approximately ~~$50~~$60 million ~~in 2022~~ and our net deferred tax assets ~~will increase~~increased by a similar ~~amount.~~amount as a result of this legislation. In 2023, we expect a negative impact on our cash from operations of approximately $45 million. The actual impact on fiscal ~~2022~~2023 cash from operations will depend on the amount of research and development costs we incur, on whether Congress modifies or repeals this provision, and on whether new guidance and interpretive rules are issued by the U.S. Treasury, among other factors.

On August 16, 2022, the President signed the Inflation Reduction Act of 2022 (the “IRA”) into law. We do not expect the tax-related provisions of the IRA, which are effective beginning in 2023, to have a material impact on our consolidated financial statements.

NOTE 11. EARNINGS PER SHARE

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

Earnings per share is computed using both basic shares and diluted shares. The difference between basic and diluted shares is that diluted shares include the dilutive effect of the assumed exercise of outstanding securities. Our ~~stock options,~~ stock-settled long-term performance awards and restricted stock units could have a significant impact on diluted shares. The difference between basic and diluted shares was ~~de minimis~~approximately 0.3 million and 0.5 million in the ~~third~~second quarter and first ~~nine~~six months of ~~2022,~~2023, respectively, and resulted primarily from the dilutive effect of ~~certain restricted stock units.~~our stock-based awards. The difference between basic and diluted shares was ~~approximately 0.5 million and 0.6 million~~de minimis in the ~~third~~second quarter and first ~~nine~~six months of ~~2021,~~2022, respectively. ~~In 2021, dilution resulted primarily from the dilutive effect of certain performance awards, restricted stock units and stock options.~~

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

There were approximately ~~1.6~~0.2 million and ~~1.1~~1.7 million restricted stock units excluded from the computation of diluted earnings per share in the ~~third~~second quarter and first ~~nine~~six months of ~~2022,~~2023, respectively, because they were anti-dilutive. There were ~~no anti-dilutive~~approximately 1.4 million and 0.3 million restricted stock units excluded from the computation of diluted earnings per share in the ~~third~~second quarter and first

~~THE NEW YORK TIMES COMPANY~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

~~nine~~ six months of ~~2021.~~2022, respectively, because they were anti-dilutive. There were no anti-dilutive ~~stock options or~~ stock-settled long-term performance awards excluded from the computation of diluted earnings per share in the ~~third~~second quarters and first ~~nine~~six months of ~~2022~~2023 and ~~2021.~~2022.

NOTE 12. SUPPLEMENTAL STOCKHOLDERS’ EQUITY INFORMATION

Share Repurchases

In February 2022, the Board of Directors approved a ~~$150~~$150.0 million Class A ~~Common Stock~~share repurchase program that replaced the previous program, which was approved in 2015. In February 2023, in addition to the remaining 2022 authorization, the Board of Directors approved a $250.0 million Class A share repurchase program. The ~~authorization provides~~authorizations provide that shares of Class A ~~shares~~Common Stock may be purchased from time to time as market conditions warrant, through ~~open market~~open-market purchases, privately negotiated transactions or other means, including Rule 10b5-1 trading plans. We expect to repurchase shares to offset the impact of dilution from our equity compensation program and to return capital to our stockholders. There is no expiration date with respect to ~~this authorization.~~these authorizations.

As of ~~September 25, 2022,~~June 30, 2023, repurchases under ~~this authorization~~these authorizations totaled approximately ~~$79.8~~$148.6 million (excluding commissions) and approximately ~~$70.2~~$251.4 million remained. During the six months ended June 30, 2023, repurchases under these authorizations totaled approximately $43.6 million (excluding commissions).

THE NEW YORK TIMES COMPANY

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Accumulated Other Comprehensive Income

The following table summarizes the changes in AOCI by component as of ~~September 25, 2022:~~June 30, 2023:

(In thousands) Foreign Currency Translation Adjustments Funded Status of Benefit Plans Net Unrealized Loss on Available-For-Sale Securities Total Accumulated Other Comprehensive Loss
Balance as of December 26, 2021 $ 3,754 $ (385,680) $ (1,276) $ (383,202)
Other comprehensive loss before reclassifications, before tax (13,219) — (11,458) (24,677)
Amounts reclassified from accumulated other comprehensive loss, before tax — 15,371 — 15,371
Income tax (benefit)/expense (3,518) 4,125 (3,074) (2,467)
Net current-period other comprehensive (loss)/ income, net of tax (9,701) 11,246 (8,384) (6,839)
Balance as of September 25, 2022 $ (5,947) $ (374,434) $ (9,660) $ (390,041)


(In thousands)	Foreign Currency Translation Adjustments		Funded Status of Benefit Plans		Net Unrealized Loss on Available-For-Sale Securities		Total Accumulated Other Comprehensive Loss
Balance as of December 31, 2022	$	(510)	$	(348,947)	$	(8,390)	$	(357,847)
Other comprehensive income before reclassifications, before tax	1,134		—		4,098		5,232
Amounts reclassified from accumulated other comprehensive loss, before tax	—		3,106		—		3,106
Income tax expense	266		822		1,085		2,173
Net current-period other comprehensive income, net of tax	868		2,284		3,013		6,165

Balance as of June 30, 2023	$	358	$	(346,663)	$	(5,377)	$	(351,682)

The following table summarizes the reclassifications from AOCI for the ~~nine~~six months ended ~~September 25, 2022:~~June 30, 2023:

(In thousands)

Detail about accumulated other comprehensive loss components

Amounts reclassified from accumulated other comprehensive loss

Affects line item in the statement where net income is presented

Funded status of benefit plans:

Amortization of prior service credit(1)

~~(1,827)~~(972)

Other components of net periodic benefit (income)/costs

Amortization of actuarial loss(1)

~~17,198~~4,078

Other components of net periodic benefit (income)/costs

Total reclassification, before tax(2)

~~15,371~~3,106

Income tax expense

~~4,125~~822

Income tax expense

Total reclassification, net of tax

~~11,246~~2,284

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

(2) There were no reclassifications relating to noncontrolling interest for the quarter ended ~~September 25, 2022.~~June 30, 2023.

Stock-based Compensation Expense

Total stock-based compensation expense included in the Condensed Consolidated Statements of Operations is as follows:

For the Quarters Ended For the Nine Months Ended
(In thousands) September 25, 2022 September 26, 2021 September 25, 2022 September 26, 2021
Cost of revenue $ 2,028 $ 1,325 $ 5,647 $ 3,746
Sales and marketing 337 293 1,006 917
Product development 2,986 852 7,586 2,528
General and administrative 3,912 2,579 11,060 7,196
Total stock-based compensation expense $ 9,263 $ 5,049 $ 25,299 $ 14,387


	For the Quarters Ended				For the Six Months Ended
(In thousands)	June 30, 2023		June 26, 2022		June 30, 2023		June 26, 2022
Cost of revenue	$	3,067	$	2,030	$	5,297	$	3,619
Sales and marketing	444		304		864		669
Product development	5,034		2,848		8,918		4,599
General and administrative	4,708		3,800		9,074		7,149
Total stock-based compensation expense	$	13,253	$	8,982	$	24,153	$	16,036

~~THE NEW YORK TIMES COMPANY~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

NOTE 13. SEGMENT INFORMATION

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

~~On February 1, 2022,~~

THE NEW YORK TIMES COMPANY

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Since the ~~Company acquired The Athletic (see Note 5). Beginning with the first quarter of 2022, the results~~acquisition of The Athletic ~~have been included in the Company's Condensed Consolidated Financial Statements beginning February 1, 2022. The Athletic is a separate reportable segment of the Company. As a result, beginning~~ in the first quarter of 2022, the Company has had two reportable segments: ~~The New York Times Group~~NYTG and The Athletic. These segments are evaluated regularly by the Company’s Chief Operating Decision Maker in assessing performance and allocating resources. Management uses adjusted operating profit (loss) by segment in assessing performance and allocating resources. The Company includes in its presentation revenues and adjusted operating costs to arrive at adjusted operating profit (loss) by segment. Adjusted operating costs are defined as operating costs before depreciation and amortization, severance and multiemployer pension plan withdrawal costs. Adjusted operating profit is defined as operating profit before depreciation and amortization, severance, multiemployer pension plan withdrawal costs and special items.

Asset information by segment is not a measure of performance used by the Company’s Chief Operating Decision Maker. Accordingly, we have not disclosed asset information by segment.

Subscription revenue from and expenses associated with our digital subscription package (or “bundle”) isare allocated to ~~The New York Times Group~~NYTG and The Athletic. ~~We allocate~~The Athletic was first introduced into our bundle in June 2022. Therefore, The Athletic’s results for the second quarter of 2022 include bundle revenue and expenses for only part of the quarter, whereas the second quarter of 2023 includes bundle revenue and expenses for the entire quarter.

Prior to April 1, 2023, we allocated bundle revenue first to our digital news product based on its standalone list price and then the remaining bundle revenue iswas allocated to the other products in the bundle, including The Athletic, based on their relative standalone list ~~price.~~prices. Starting April 1, 2023, we allocate 10% of bundle revenue to The Athletic based on management’s view of The Athletic’s relative value to the bundle, which is derived based on analysis of various metrics, and allocate the remaining bundle revenues to NYTG.

Prior to April 1, 2023, we allocated to NYTG and The Athletic direct variable expenses associated with the bundle, which include credit card fees, third party fees and sales taxes, ~~are allocated to The New York Times Group and The Athletic~~ based on a historical actual percentage of these costs to bundle revenue. Starting April 1, 2023, we allocate 10% of product development, marketing and subscriber servicing expenses (including the direct variable expenses referenced above) associated with the bundle to The Athletic, and the remaining costs are allocated to NYTG, in each case, in line with the revenues allocations.

For comparison purposes, the Company has recast segment results for the quarters following the second quarter of 2022 to reflect the updated allocation methodology. The second quarter of 2022 was not recast as the change was de minimis for that quarter in light of the timing of the introduction of The Athletic to the bundle.

The ~~following tables present segment information:~~

For the Quarters Ended For the Nine Months Ended
(In thousands) September 25, 2022 September 26, 2021 % Change September 25, 2022 September 26, 2021 % Change
Revenues
The New York Times Group $ 523,570 $ 509,103 2.8 % $ 1,584,970 $ 1,480,645 7.0 %
The Athletic 24,110 — * 55,815 — *
Total revenues $ 547,680 $ 509,103 7.6 % $ 1,640,785 $ 1,480,645 10.8 %
Adjusted operating costs
The New York Times Group $ 445,020 $ 444,050 0.2 % $ 1,349,880 $ 1,254,582 7.6 %
The Athletic 33,683 — * 84,806 — *
Total adjusted operating costs $ 478,703 $ 444,050 7.8 % $ 1,434,686 $ 1,254,582 14.4 %
Adjusted operating profit
The New York Times Group $ 78,550 $ 65,053 20.7 % $ 235,090 $ 226,063 4.0 %
The Athletic (9,573) — * (28,991) — *
Total adjusted operating profit $ 68,977 $ 65,053 6.0 % $ 206,099 $ 226,063 (8.8) %
Adjusted operating profit margin % - New York Times Group 15.0 % 12.8 % 220 bps 14.8 % 15.3 % (50) bps
* Represents a change equal to or in excess of 100% or not meaningful.
results of The Athletic have been included in our Condensed Consolidated Financial Statements beginning February 1, 2022, the date of the acquisition. Results for the first six months of 2022 included The Athletic for approximately five months, while results for the first six months of 2023 included The Athletic for the full six months.

2219

THE NEW YORK TIMES COMPANY

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Revenues detail by segment
For the Quarters Ended For the Nine Months Ended
(In thousands) September 25, 2022 September 26, 2021 % Change September 25, 2022 September 26, 2021 % Change
The New York Times Group
Subscription $ 360,997 $ 342,609 5.4 % $ 1,089,218 $ 1,010,910 7.7 %
Advertising 108,134 110,887 (2.5) % 337,455 320,777 5.2 %
Other 54,439 55,607 (2.1) % 158,297 148,958 6.3 %
Total $ 523,570 $ 509,103 2.8 % $ 1,584,970 $ 1,480,645 7.0 %
The Athletic
Subscription $ 21,675 $ — * $ 49,052 $ — *
Advertising 2,333 — * 6,661 — *
Other 102 — * 102 — *
Total $ 24,110 $ — * $ 55,815 $ — *
The New York Times Company
Subscription $ 382,672 $ 342,609 11.7 % $ 1,138,270 $ 1,010,910 12.6 %
Advertising 110,467 110,887 (0.4) % 344,116 320,777 7.3 %
Other 54,541 55,607 (1.9) % 158,399 148,958 6.3 %
Total $ 547,680 $ 509,103 7.6 % $ 1,640,785 $ 1,480,645 10.8 %
* Represents a change equal to or in excess of 100% or not meaningful.
The following tables present segment information:


	For the Quarters Ended								For the Six Months Ended
(In thousands)	June 30, 2023			June 26, 2022			% Change		June 30, 2023			June 26, 2022			% Change
Revenues
NYTG	$	560,494		$	536,134		4.5	%	$	1,093,276		$	1,061,402		3.0	%
The Athletic	30,359			19,546			55.3	%	58,316			31,703			83.9	%
Total revenues	$	590,853		$	555,680		6.3	%	$	1,151,592		$	1,093,105		5.4	%
Adjusted operating costs
NYTG	$	460,525		$	447,316		3.0	%	$	928,020		$	904,860		2.6	%
The Athletic	38,162			32,145			18.7	%	77,431			51,123			51.5	%
Total adjusted operating costs	$	498,687		$	479,461		4.0	%	$	1,005,451		$	955,983		5.2	%
Adjusted operating profit (loss)
NYTG	$	99,969		$	88,818		12.6	%	$	165,256		$	156,542		5.6	%
The Athletic	(7,803)			(12,599)			(38.1)	%	(19,115)			(19,420)			(1.6)	%
Total adjusted operating profit	$	92,166		$	76,219		20.9	%	$	146,141		$	137,122		6.6	%
AOP margin % - NYTG	17.8		%	16.6		%	120 bps		15.1		%	14.7		%	40 bps
* Represents a change equal to or in excess of 100% or not meaningful.


Revenues detail by segment
	For the Quarters Ended						For the Six Months Ended
(In thousands)	June 30, 2023		June 26, 2022		% Change		June 30, 2023		June 26, 2022		% Change
NYTG
Subscription	$	385,037	$	366,620	5.0	%	$	759,193	$	728,222	4.3	%
Advertising	112,329		114,832		(2.2)	%	214,419		229,322		(6.5)	%
Other	63,128		54,682		15.4	%	119,664		103,858		15.2	%
Total	$	560,494	$	536,134	4.5	%	$	1,093,276	$	1,061,402	3.0	%
The Athletic
Subscription	$	24,553	$	16,999	44.4	%	$	47,939	$	27,376	75.1	%
Advertising	5,441		2,547		*		9,592		4,327		*
Other	365		—		*		785		—		*
Total	$	30,359	$	19,546	55.3	%	$	58,316	$	31,703	83.9	%
The New York Times Company
Subscription	$	409,590	$	383,619	6.8	%	$	807,132	$	755,598	6.8	%
Advertising	117,770		117,379		0.3	%	224,011		233,649		(4.1)	%
Other	63,493		54,682		16.1	%	120,449		103,858		16.0	%
Total	$	590,853	$	555,680	6.3	%	$	1,151,592	$	1,093,105	5.4	%
* Represents a change equal to or in excess of 100% or not meaningful.

2320

THE NEW YORK TIMES COMPANY

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)


Adjusted operating costs (operating costs before depreciation and amortization, severance and multiemployer pension plan withdrawal costs) detail by segment	Adjusted operating costs (operating costs before depreciation and amortization, severance and multiemployer pension plan withdrawal costs) detail by segment													Adjusted operating costs (operating costs before depreciation and amortization, severance and multiemployer pension plan withdrawal costs) detail by segment
		For the Quarters Ended						For the Nine Months Ended							For the Quarters Ended						For the Six Months Ended
(In thousands)	(In thousands)	September 25, 2022		September 26, 2021		% Change		September 25, 2022		September 26, 2021		% Change		(In thousands)	June 30, 2023		June 26, 2022		% Change		June 30, 2023		June 26, 2022		% Change
The New York Times Group
NYTG														NYTG
Cost of revenue (excluding depreciation and amortization)	Cost of revenue (excluding depreciation and amortization)	$	274,945	$	256,978	7.0	%	$	824,405	$	759,333	8.6	%	Cost of revenue (excluding depreciation and amortization)	$	287,789	$	279,985	2.8	%	$	572,112	$	549,460	4.1	%
Sales and marketing	Sales and marketing	57,326		83,767		(31.6)	%	189,970		197,475		(3.8)	%	Sales and marketing	54,247		58,183		(6.8)	%	113,179		132,643		(14.7)	%
Product development	Product development	46,273		40,638		13.9	%	138,225		119,280		15.9	%	Product development	50,049		46,773		7.0	%	100,880		91,952		9.7	%
Adjusted general and administrative (1)	Adjusted general and administrative (1)	66,476		62,667		6.1	%	197,280		178,494		10.5	%	Adjusted general and administrative (1)	68,440		62,375		9.7	%	141,849		130,805		8.4	%
Total	Total	$	445,020	$	444,050	0.2	%	$	1,349,880	$	1,254,582	7.6	%	Total	$	460,525	$	447,316	3.0	%	$	928,020	$	904,860	2.6	%
The Athletic	The Athletic													The Athletic
Cost of revenue (excluding depreciation and amortization)	Cost of revenue (excluding depreciation and amortization)	$	19,911	$	—	*		$	52,399	$	—	*		Cost of revenue (excluding depreciation and amortization)	$	22,134	$	20,598	7.5	%	$	44,663	$	32,488	37.5	%
Sales and marketing	Sales and marketing	7,406		—		*		15,119		—		*		Sales and marketing	7,994		4,586		74.3	%	16,096		7,714		*
Product development	Product development	4,201		—		*		10,504		—		*		Product development	5,998		4,049		48.1	%	12,229		6,303		94.0	%
Adjusted general and administrative (2)	Adjusted general and administrative (2)	2,165		—		*		6,784		—		*		Adjusted general and administrative (2)	2,036		2,912		(30.1)	%	4,443		4,618		(3.8)	%
Total	Total	$	33,683	$	—	*		$	84,806	$	—	*		Total	$	38,162	$	32,145	18.7	%	$	77,431	$	51,123	51.5	%
The New York Times Company	The New York Times Company													The New York Times Company
Cost of revenue (excluding depreciation and amortization)	Cost of revenue (excluding depreciation and amortization)	$	294,856	$	256,978	14.7	%	$	876,804	$	759,333	15.5	%	Cost of revenue (excluding depreciation and amortization)	$	309,923	$	300,583	3.1	%	$	616,775	$	581,948	6.0	%
Sales and marketing	Sales and marketing	64,732		83,767		(22.7)	%	205,089		197,475		3.9	%	Sales and marketing	62,241		62,769		(0.8)	%	129,275		140,357		(7.9)	%
Product development	Product development	50,474		40,638		24.2	%	148,729		119,280		24.7	%	Product development	56,047		50,822		10.3	%	113,109		98,255		15.1	%
Adjusted general and administrative	Adjusted general and administrative	68,641		62,667		9.5	%	204,064		178,494		14.3	%	Adjusted general and administrative	70,476		65,287		7.9	%	146,292		135,423		8.0	%
Total	Total	$	478,703	$	444,050	7.8	%	$	1,434,686	$	1,254,582	14.4	%	Total	$	498,687	$	479,461	4.0	%	$	1,005,451	$	955,983	5.2	%
(1) Excludes severance of $2.0 million and $4.5 million for the quarter and nine months ended September 25, 2022, respectively, and multiemployer pension withdrawal costs of $1.3 million and $3.7 million for the quarter and nine months ended September 25, 2022, respectively. Excludes severance of $0.5 million and $0.9 million for the quarter and nine months ended September 26, 2021, respectively, and multiemployer pension withdrawal costs of $1.3 million and $3.9 million for the quarter and nine months ended September 26, 2021, respectively.
(2) Excludes $0.2 million of severance for the nine months ended September 25, 2022.
(1) Excludes severance of $3.3 million for the first six months of 2023. There were no severance costs for the second quarter of 2023. Excludes multiemployer pension withdrawal costs of $1.1 million and $2.5 million for the second quarter and first six months of 2023, respectively. Excludes severance of $2.5 million for the second quarter and first six months of 2022, and multiemployer pension withdrawal costs of $1.2 million and $2.4 million for the second quarter and first six months of 2022, respectively.														(1) Excludes severance of $3.3 million for the first six months of 2023. There were no severance costs for the second quarter of 2023. Excludes multiemployer pension withdrawal costs of $1.1 million and $2.5 million for the second quarter and first six months of 2023, respectively. Excludes severance of $2.5 million for the second quarter and first six months of 2022, and multiemployer pension withdrawal costs of $1.2 million and $2.4 million for the second quarter and first six months of 2022, respectively.
(2) Excludes severance of $0.7 million and $1.2 million for the second quarter and first six months of 2023, respectively. Excludes severance of $0.2 million for the second quarter and first six months of 2022.														(2) Excludes severance of $0.7 million and $1.2 million for the second quarter and first six months of 2023, respectively. Excludes severance of $0.2 million for the second quarter and first six months of 2022.
* Represents a change equal to or in excess of 100% or not meaningful.	* Represents a change equal to or in excess of 100% or not meaningful.													* Represents a change equal to or in excess of 100% or not meaningful.


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

	For the Quarters Ended						For the Six Months Ended
(In thousands)	June 30, 2023		June 26, 2022		% Change		June 30, 2023		June 26, 2022		% Change
Operating costs	$	522,342	$	504,019	3.6	%	$	1,055,181	$	1,000,448	5.5	%
Less:
Depreciation and amortization	21,858		20,704		5.6	%	42,698		39,390		8.4	%
Severance	713		2,660		(73.2)	%	4,493		2,660		68.9	%
Multiemployer pension plan withdrawal costs	1,084		1,194		(9.2)	%	2,539		2,415		5.1	%
Adjusted operating costs	$	498,687	$	479,461	4.0	%	$	1,005,451	$	955,983	5.2	%
* Represents a change equal to or in excess of 100% or not meaningful.

2421

THE NEW YORK TIMES COMPANY

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Reconciliation of operating costs before depreciation and amortization, severance and multiemployer pension plan withdrawal costs (or adjusted operating costs)
For the Quarters Ended For the Nine Months Ended
(In thousands) September 25, 2022 September 26, 2021 % Change September 25, 2022 September 26, 2021 % Change
Operating costs $ 503,792 $ 460,127 9.5 % $ 1,504,240 $ 1,302,895 15.5 %
Less:
Depreciation and amortization 21,760 14,326 51.9 % 61,150 43,529 40.5 %
Severance 2,010 476 * 4,670 882 *
Multiemployer pension plan withdrawal costs 1,319 1,275 3.5 % 3,734 3,902 (4.3) %
Adjusted operating costs $ 478,703 $ 444,050 7.8 % $ 1,434,686 $ 1,254,582 14.4 %
* Represents a change equal to or in excess of 100% or not meaningful.


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

		For the Quarters Ended						For the Nine Months Ended								For the Quarters Ended						For the Six Months Ended
(In thousands)	(In thousands)	September 25, 2022		September 26, 2021		% Change		September 25, 2022		September 26, 2021		% Change			(In thousands)	June 30, 2023		June 26, 2022		% Change		June 30, 2023		June 26, 2022		% Change
Operating profit	Operating profit	$	51,015	$	48,976	4.2	%	$	108,960	$	173,919	(37.4)	%		Operating profit	$	55,775	$	51,661	8.0	%	$	83,675	$	57,945	44.4	%
Add:	Add:														Add:
Depreciation and amortization	Depreciation and amortization	21,760		14,326		51.9	%	61,150		43,529		40.5	%		Depreciation and amortization	21,858		20,704		5.6	%	42,698		39,390		8.4	%
Severance	Severance	2,010		476		*		4,670		882		*			Severance	713		2,660		(73.2)	%	4,493		2,660		68.9	%
Multiemployer pension plan withdrawal costs	Multiemployer pension plan withdrawal costs	1,319		1,275		3.5	%	3,734		3,902		(4.3)	%		Multiemployer pension plan withdrawal costs	1,084		1,194		(9.2)	%	2,539		2,415		5.1	%
Special items:	Special items:														Special items:
Acquisition-related costs	Acquisition-related costs	—		—		—		34,712		—		*			Acquisition-related costs	—		—		—		—		34,712		*
Lease termination charge		—		—		*		—		3,831		*
Gain from pension liability adjustment		(7,127)		—		*		(7,127)		—		*
Lease-related impairment charge															Lease-related impairment charge	12,736		—		*		12,736		—		*

Adjusted operating profit	Adjusted operating profit	$	68,977	$	65,053	6.0	%	$	206,099	$	226,063	(8.8)	%		Adjusted operating profit	$	92,166	$	76,219	20.9	%	$	146,141	$	137,122	6.6	%
* Represents a change equal to or in excess of 100% or not meaningful.	* Represents a change equal to or in excess of 100% or not meaningful.													* Represents a change equal to or in excess of 100% or not meaningful.

NOTE 14. CONTINGENT LIABILITIES

Legal Proceedings

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

2522

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

EXECUTIVE OVERVIEW

We are a global media organization focused on creating, collecting and distributing high-quality news and information that ~~includes digital~~helps our audience understand and ~~print products~~engage with the world. We believe that our original, independent and ~~related businesses. On February 1, 2022, we acquired The Athletic Media Company (“The Athletic”), a global digital subscription-based sports media business. The results~~high-quality reporting, storytelling and journalistic excellence set us apart from other news organizations and are at the heart of ~~The Athletic have been included in~~what makes our Condensed Consolidated Financial Statements beginning February 1, 2022. The Athletic is a separate reportable segment of the Company. As a result, beginning in the first quarter of 2022, we have two reportable segments: The New York Times Group and The Athletic.journalism worth paying for.

We generate revenues principally from the sale of subscriptions and advertising. ~~In addition, we generate other~~Subscription revenues consist of revenues from standalone subscriptions to our digital products, our digital subscription package (or “bundle”) and subscriptions to and single-copy and bulk sales of our print products. Advertising revenue is derived from the sale of our advertising products and services. Other revenues primarily ~~consisting~~consist of revenues from licensing, Wirecutter affiliate referrals, commercial printing, the leasing of floors in our headquarters (the “Company Headquarters”), ~~retail commerce,~~ television and film, retail commerce, our live events business and our student subscription sponsorship program.

Our main operating costs are employee-related costs.

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

~~Beginning~~The first six months of 2022 included an additional day compared with the ~~second quarter~~first six months of 2023 as a result of the change in the Company’s fiscal year to the calendar year.

The Company has two reportable segments: The New York Times Group (“NYTG”) and The Athletic.

The results of The Athletic have been included in our Condensed Consolidated Financial Statements beginning February 1, 2022, the date of the acquisition. Results for the first six months of 2022 included The Athletic for approximately five months, while results for the ~~Company has updated its rounding methodology~~first six months of 2023 included The Athletic for subscriptions (including net subscriptions additions), subscribers (including net subscriber additions) and subscriber-related metrics (other than average revenue per subscriber (“ARPU”)) and will round to the ~~nearest ten thousand instead of the nearest thousand as it had previously been presenting. The sum of individual metrics may not always equal total amounts indicated due to rounding.~~full six months.

Financial Highlights

•Operating profit increased ~~4.2%~~ to ~~$51.0~~$55.8 million in the ~~third~~second quarter of ~~2022,~~2023, compared with ~~$49.0~~$51.7 million in the ~~third~~second quarter of ~~2021.~~2022. Operating profit before depreciation, amortization, severance, multiemployer pension plan withdrawal costs and special items discussed below under “Non-GAAP Financial Measures” (or “adjusted operating profit,” a non-GAAP measure) increased ~~6.0%~~20.9% to ~~$69.0~~$92.2 million in the ~~third~~second quarter of ~~2022,~~2023, compared with ~~$65.1~~$76.2 million in the ~~third~~second quarter of ~~2021. The increases were primarily attributable~~2022. In each case, the increase was due to higher ~~digital-only~~digital subscription and other revenues partially offset by ~~operating losses at The Athletic, as well as~~ higher operating ~~costs at The New York Times Group.~~costs. Operating profit margin ~~decreased~~(operating profit expressed as a percentage of revenues) increased to 9.4% in the second quarter of 2023, compared with 9.3% in the ~~third~~second quarter of ~~2022, compared with 9.6% in the third quarter of 2021.~~2022. Adjusted operating profit margin (adjusted operating profit expressed as a percentage of revenues) ~~decreased~~increased to ~~12.6%~~15.6% in the ~~third~~second quarter of ~~2022,~~2023, compared with ~~12.8%~~13.7% in the ~~third~~second quarter of ~~2021.~~2022.

•Total revenues increased ~~7.6%~~6.3% to ~~$547.7~~$590.9 million in the ~~third~~second quarter of ~~2022~~2023 from ~~$509.1~~$555.7 million in the ~~third~~second quarter of ~~2021.~~2022.

•Total subscription revenues increased ~~11.7%~~6.8% to ~~$382.7~~$409.6 million in the ~~third~~second quarter of ~~2022~~2023 from ~~$342.6~~$383.6 million in the ~~third~~second quarter of ~~2021.~~2022. Digital-only subscription revenues increased ~~22.8%~~13.0% to ~~$243.9~~$269.8 million in the ~~third~~second quarter of ~~2022~~2023 from ~~$198.6~~$238.7 million in the ~~third~~second quarter of ~~2021.~~2022. Paid digital-only subscribers totaled approximately ~~8.59~~9.19 million ~~with approximately 10.02 million paid digital-only subscriptions~~ at the end of the ~~third~~second quarter of ~~2022,~~2023, a net increase of 180,000 ~~digital-only subscribers~~compared with the end of the first quarter of 2023 and ~~210,000 digital-only subscriptions~~ a net increase of 780,000compared with the end of the second quarter of ~~2022 and a net increase of 1,010,000digital-only subscribers and 1,230,000 digital-only subscriptions compared with the end of the third quarter of 2021.~~2022.

•Total advertising revenues ~~decreased 0.4% to $110.5~~were approximately flat at $117.8 million in the ~~third~~second quarter of ~~2022 from $110.9 million in the third quarter of 2021, due to a decrease of 8.5% in print advertising revenues, partially offset by an increase of 4.9% in digital advertising revenues.~~2023.

2623

•Operating costs increased ~~9.5%~~3.6% to ~~$503.8~~$522.3 million in the ~~third~~second quarter of ~~2022~~2023 from ~~$460.1~~$504.0 million in the ~~third~~second quarter of ~~2021.~~2022. Operating costs before depreciation, amortization, severance and multiemployer pension plan withdrawal costs (or “adjusted operating costs,” a non-GAAP measure) increased ~~7.8%~~4.0% to ~~$478.7~~$498.7 million in the ~~third~~second quarter of ~~2022~~2023 from ~~$444.1~~$479.5 million in the ~~third~~second quarter of ~~2021.~~2022.

•Operating costs that we refer to as “technology costs,” consisting of product development costs as well as components of costs of revenues and general and administrative costs, ~~as described below,~~ increased ~~20.1%~~9.4% to ~~$92.1~~$101.3 million compared with ~~$76.7~~$92.6 million in the ~~third~~second quarter of ~~2021.~~2022.

•Diluted earnings per share ~~from continuing operations~~ were ~~$0.22~~$0.28 and ~~$0.32~~$0.37 for the ~~third~~second quarters of 2023 and 2022, respectively. The decrease in diluted EPS was primarily driven by the gain in the second quarter of 2022 relating to an agreement to lease and ~~2021, respectively.~~subsequently sell approximately four acres of land at our printing and distribution facility in College Point, N.Y (the “College Point parcel sale”) and an impairment charge related to excess leased office space that is being marketed for sublet (the “lease-related impairment”) in the second quarter of 2023. Diluted earnings per share ~~from continuing operations~~ excluding severance, non-operating retirement costs and special items discussed below under “Non-GAAP Financial Measures” (or “adjusted diluted earnings per share,” a non-GAAP measure) were ~~$0.21~~$0.38 and ~~$0.23~~$0.28 for the ~~third~~second quarters of ~~2022~~2023 and ~~2021,~~2022, respectively.

~~Current~~Industry Trends, Economic Conditions, ~~Continued Impact~~Challenges and Risks

We operate in a highly competitive environment that is subject to rapid change. Companies shaping our competitive environment include information providers and distributors, as well as news aggregators, search engines and social media platforms. Competition among these companies is robust, and new competitors can quickly emerge. We have designed our strategy to take advantage of ~~Covid-19 Pandemic~~both the challenges and opportunities presented by this period of transformation in our industry.

We and the companies with which we do business ~~including our advertisers,~~ are subject to risks and uncertainties caused by factors beyond our control, including ~~macroeconomic factors such as inflation (which could materially impact employee-related costs, our main operating cost, as well as~~economic, public health and geopolitical conditions. These include economic weakness, uncertainty and volatility, including the ~~cost of raw materials~~potential for ~~our print newspaper),~~a recession; a competitive labor market and evolving workforce expectations (including for unionized employees),; inflation; supply chain ~~disruptions,~~disruptions; rising interest rates; and ~~global economic uncertainty~~political and ~~volatility,~~sociopolitical uncertainties and conflicts (including the war in ~~Ukraine and the continued effects of the Covid-19 pandemic. Our employee-related costs have increased~~Ukraine). These factors may result in ~~recent years as we have invested~~declines and/or volatility in our ~~business~~results.

We believe the macroeconomic environment has had and ~~competed~~may continue to have an adverse impact on both digital and print advertising spend.

We are experiencing a competitive labor market and pressure on compensation and benefit costs for ~~talent. Although~~certain employees, mainly in technology roles. In addition, although we have not seen a significant impact from inflation toon our recent financial results ~~in the first nine months of 2022,~~to date, if ~~inflation~~it remains at current levels, or increases, for an extended period, our employee-related costs are likely to increase. ~~If we are unable to successfully mitigate the impact of such increased~~Our printing and distribution costs ~~they could adversely affect our profits, margins~~also have been impacted and may be further impacted by inflation and higher costs, including those associated with raw materials, delivery costs and/or ~~cash flows.~~utilities.

We actively monitor ~~these~~industry trends, economic conditions, challenges and risks to remain flexible and to optimize and evolve our business as appropriate; however, the full impact they will have on our business, operations and financial results is uncertain and will depend on numerous ~~evolving~~ factors and future developments. The risks related to our business are further described in the section titled “Item 1A — Risk Factors” in our Annual Report on Form 10-K for the year ended December ~~26, 2021.~~

~~As a result of the Covid-19 pandemic, the vast majority of our employees worked remotely from March 2020 to September~~31, 2022. During the third quarter of 2022, we transitioned to hybrid work with most of our employees expected to work both from the office and remotely. In preparation for hybrid work, we invested in our Company Headquarters and other offices as well as in technological improvements.

2724

RESULTS OF OPERATIONS

The following table presents our consolidated financial results:


		For the Quarters Ended						For the Nine Months Ended						For the Quarters Ended						For the Six Months Ended
(In thousands)	(In thousands)	September 25, 2022		September 26, 2021		% Change		September 25, 2022		September 26, 2021		% Change			(In thousands)	June 30, 2023		June 26, 2022		% Change		June 30, 2023		June 26, 2022		% Change
Revenues	Revenues														Revenues
Subscription	Subscription	$	382,672	$	342,609	11.7	%	$	1,138,270	$	1,010,910	12.6	%		Subscription	$	409,590	$	383,619	6.8	%	$	807,132	$	755,598	6.8	%
Advertising	Advertising	110,467		110,887		(0.4)	%	344,116		320,777		7.3	%		Advertising	117,770		117,379		0.3	%	224,011		233,649		(4.1)	%
Other	Other	54,541		55,607		(1.9)	%	158,399		148,958		6.3	%		Other	63,493		54,682		16.1	%	120,449		103,858		16.0	%
Total revenues	Total revenues	547,680		509,103		7.6	%	1,640,785		1,480,645		10.8	%		Total revenues	590,853		555,680		6.3	%	1,151,592		1,093,105		5.4	%
Operating costs	Operating costs														Operating costs
Cost of revenue (excluding depreciation and amortization)	Cost of revenue (excluding depreciation and amortization)	294,856		256,978		14.7	%	876,804		759,333		15.5	%		Cost of revenue (excluding depreciation and amortization)	309,923		300,583		3.1	%	616,775		581,948		6.0	%
Sales and marketing	Sales and marketing	64,732		83,767		(22.7)	%	205,089		197,475		3.9	%		Sales and marketing	62,241		62,769		(0.8)	%	129,275		140,357		(7.9)	%
Product development	Product development	50,474		40,638		24.2	%	148,729		119,280		24.7	%		Product development	56,047		50,822		10.3	%	113,109		98,255		15.1	%
General and administrative	General and administrative	71,970		64,418		11.7	%	212,468		183,278		15.9	%		General and administrative	72,273		69,141		4.5	%	153,324		140,498		9.1	%
Depreciation and amortization	Depreciation and amortization	21,760		14,326		51.9	%	61,150		43,529		40.5	%		Depreciation and amortization	21,858		20,704		5.6	%	42,698		39,390		8.4	%
Total operating costs	Total operating costs	503,792		460,127		9.5	%	1,504,240		1,302,895		15.5	%		Total operating costs	522,342		504,019		3.6	%	1,055,181		1,000,448		5.5	%
Acquisition-related costs	Acquisition-related costs	—		—		—		34,712		—		*			Acquisition-related costs	—		—		—		—		34,712		*
Lease-related impairment charge															Lease-related impairment charge	12,736		—		*		12,736		—		*

Gain from pension liability adjustment		(7,127)		—		*		(7,127)		—		*

Lease termination charge		—		—		—		—		3,831		*

Operating profit	Operating profit	51,015		48,976		4.2	%	108,960		173,919		(37.4)	%		Operating profit	55,775		51,661		8.0	%	83,675		57,945		44.4	%
Other components of net periodic benefit costs		1,757		2,599		(32.4)	%	4,903		7,796		(37.1)	%
Other components of net periodic benefit (income)/costs															Other components of net periodic benefit (income)/costs	(684)		1,624		*		(1,369)		3,146		*

Interest income and other, net	Interest income and other, net	1,579		28,569		(94.5)	%	38,258		31,953		19.7	%		Interest income and other, net	4,517		35,604		*		7,690		36,679		(79.0)	%
Income from continuing operations before income taxes		50,837		74,946		(32.2)	%	142,315		198,076		(28.2)	%
Income before income taxes															Income before income taxes	60,976		85,641		(28.8)	%	92,734		91,478		1.4	%
Income tax expense	Income tax expense	14,220		20,290		(29.9)	%	39,196		47,994		(18.3)	%		Income tax expense	14,402		23,864		(39.6)	%	23,839		24,976		(4.6)	%

Net income	Net income	36,617		54,656		(33.0)	%	103,119		150,082		(31.3)	%		Net income	$	46,574	$	61,777	(24.6)	%	$	68,895	$	66,502	3.6	%

Net income attributable to The New York Times Company common stockholders		$	36,617	$	54,656	(33.0)	%	$	103,119	$	150,082	(31.3)	%

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

2825

Revenues

Subscription Revenues

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

Subscription revenues increased 11.7% in the third quarter and increased 12.6% in the first nine months of 2022 compared with the same prior-year periods, primarily due to the large number of subscribers whose introductory promotional subscriptions have graduated to higher prices, growth in the number of subscribers to the Company’s digital-only products, as well as the inclusion of subscription revenue from The Athletic. The increases in digital subscription revenue were slightly offset by a decrease in print subscription revenue. This decrease was primarily attributable to declines in domestic home delivery revenue of 3.3% and 2.7% for the third quarter and first nine months of 2022, respectively, due to a decrease in the number of print subscriptions driven by secular trends, partially offset by an increase in print subscription prices. There is no print subscription revenue generated from The Athletic.

The Company ended the third quarter of 2022 with approximately 9.33 million paid subscribers with approximately 10.75 million paid subscriptions across its print and digital products. Of the 9.33 million subscribers, approximately 8.59 million were paid digital-only subscribers with approximately 10.02 million paid digital-only subscriptions.

There was a net increase of 180,000 digital-only subscribers and 210,000 digital-only subscriptions compared with the end of the second quarter of 2022. Compared with the end of the third quarter of 2021, there was a net increase of 1,010,000 digital-only subscribers and 1,230,000 digital-only subscriptions, which excludes approximately 1,029,000 subscribers and 1,161,000 subscriptions that were added as a result of the acquisition of The Athletic in the first quarter of 2022. The Company provided the ability to access The Athletic to additional digital bundle subscribers in the third quarter of 2022. Digital-only subscribers with The Athletic increased by 600,000, largely as a result of this action.

Print domestic home delivery subscribers totaled approximately 740,000 with 730,000 print subscriptions at the end of the third quarter of 2022, a net decrease of 20,000 subscribers and subscriptions, respectively, compared with the end of the second quarter of 2022 and a net decrease of 60,000 subscribers and subscriptions, respectively, compared with the end of the third quarter of 2021.

~~The following table summarizes digital and print subscription revenues for the third quarters and first nine months of 2022 and 2021:~~

For the Quarters Ended For the Nine Months Ended
(In thousands) September 25, 2022 September 26, 2021 % Change September 25, 2022 September 26, 2021 % Change
Digital-only subscription revenues (1)
$ 243,889 $ 198,633 22.8 % $ 709,378 $ 568,378 24.8 %
Print subscription revenues:
Domestic home delivery subscription revenues (2)
124,653 128,895 (3.3) % 387,125 398,045 (2.7) %
Single-copy, NYT International and Other subscription revenues (3)
14,130 15,081 (6.3) % 41,767 44,487 (6.1) %
Subtotal print subscription revenues 138,783 143,976 (3.6) % 428,892 442,532 (3.1) %
Total subscription revenues $ 382,672 $ 342,609 11.7 % $ 1,138,270 $ 1,010,910 12.6 %
(1) Includes revenue from digital-only bundled and standalone subscriptions to the Company’s news product, as well as The Athletic and our Games, Cooking, Audm and Wirecutter products.
(2) Domestic home delivery subscriptions include access to our digital news product, as well as The Athletic and our Games, Cooking and Wirecutter products.
(3) NYT International is the international edition of our print newspaper.

We offer a ~~digital subscription package (or “bundle”)~~bundle that includes access to our digital news product, as well as The Athletic and our Cooking, Games ~~Cooking~~ and Wirecutter products. We also offer standalone digital subscriptions to our digital news product, as well as to The Athletic, and to our ~~Games,~~ Cooking, ~~Audm~~Games and Wirecutter products. ~~The Company has set out below~~Access to our new Audio product, which we launched in the second quarter of 2023, is included in bundle subscriptions and subscriptions to our digital and print news products.

Subscription revenues increased 6.8% in both the second quarter and first six months of 2023 compared with the same prior-year periods, primarily due to the larger number of subscribers who are paying higher prices, growth in the number of ~~digital-only, print and total~~ subscribers to the Company’s digital-only products ~~as well as certain additional metrics, including ARPU.~~ and subscribers who have upgraded to the bundle. The larger number of subscribers who are paying higher prices is primarily a result of subscribers whose introductory promotional prices have graduated to higher prices and the implementation of price increases on tenured non-bundle digital news and Games subscribers. The increase in digital subscription revenue was partially offset by a decrease in print subscription revenue. That decline was due to a lower number of print subscriptions, reflecting secular trends, partially offset by an increase in domestic home-delivery prices. There is no print subscription revenue generated from The Athletic.

The following table summarizes digital and print subscription revenues for the second quarters and first six months of 2023 and 2022:


	For the Quarters Ended						For the Six Months Ended
(In thousands)	June 30, 2023		June 26, 2022		% Change		June 30, 2023		June 26, 2022		% Change
Digital-only subscription revenues (1)	$	269,774	$	238,727	13.0	%	$	528,541	$	465,489	13.5	%
Print subscription revenues:
Domestic home-delivery subscription revenues (2)	126,024		131,080		(3.9)	%	251,901		262,472		(4.0)	%
Single-copy, NYT International and Other subscription revenues (3)	13,792		13,812		(0.1)	%	26,690		27,637		(3.4)	%
Subtotal print subscription revenues	139,816		144,892		(3.5)	%	278,591		290,109		(4.0)	%
Total subscription revenues	$	409,590	$	383,619	6.8	%	$	807,132	$	755,598	6.8	%
(1) Includes revenue from bundled and standalone subscriptions to our news product, as well as to The Athletic and to our Cooking, Games and Wirecutter products.
(2) Domestic home-delivery subscriptions include access to our digital products.
(3) NYT International is the international edition of our print newspaper.

A ~~digital-only~~ subscriber is defined as a ~~subscriber~~customer who has subscribed (and provided a valid method of payment) for the right to access one or more of the Company’s products. The Company ended the second quarter of 2023 with approximately 9.88 million subscribers across its print and digital ~~products.~~products, including approximately 9.19 million digital-only subscribers.

Compared with the end of the first quarter of 2023, there was a net increase of 180,000 digital-only subscribers. Compared with the end of the second quarter of 2022, there was a net increase of 780,000 digital-only subscribers.

Print domestic home-delivery subscribers totaled approximately 690,000 at the end of the second quarter of 2023, a net decrease of 20,000 subscribers compared with the end of the first quarter of 2023 and a net decrease of 70,000 subscribers compared with the end of the second quarter of 2022. Subscribers with a domestic home-delivery print subscription to The New York Times, which includes access to our digital products, are excluded from digital-only subscribers.

Beginning with the second quarter of 2023, we report three mutually exclusive digital-only subscriber categories: bundle and multiproduct, news-only and other single-product, which collectively sum to Total digital-only subscribers, as well as the average revenue per user for each of these categories.

The following table ~~summarizes digital and print~~sets forth subscribers as of the end of the five most recent fiscal quarters:

For the Quarters Ended
September 25, 2022 June 26, 2022 March 27, 2022 December 26, 2021 September 26, 2021
Digital-only subscribers(1)
8,590 8,410 8,230 6,783 6,546
Print subscribers(2)
740 760 780 795 806
Total subscribers(3)
9,330 9,170 9,010 7,578 7,352
(1) Subscribers with paid digital-only subscriptions to one or more of our news product, The Athletic, or our Games, Cooking and Wirecutter products. Subscribers with a paid domestic home-delivery print subscription to The New York Times are excluded. The number of digital-only subscribers includes group corporate and group education subscriptions (which collectively represented approximately 4% of paid digital-only subscriptions as of the third quarter of 2022). The number of group subscribers is derived using the value of the relevant contract and a discounted subscription rate.
(2) Subscribers with a paid domestic home delivery or mail print subscription to The New York Times, which also includes access to our digital news product, as well as The Athletic and our Games, Cooking and Wirecutter products, or a paid print subscription to our Book Review or Large Type Weekly products. Book Review, Mail and Large Type Weekly subscribers are included in the count of subscribers but not subscriptions.
(3) The sum of individual metrics may not always equal total amounts indicated due to rounding.


	For the Quarters Ended
(In thousands)	June 30, 2023	March 31, 2023	December 31, 2022	September 25, 2022	June 26, 2022
Digital-only subscribers:
Bundle and multiproduct (1)(2)	3,300	3,020	2,500	2,130	1,980
News-only (2)(3)	3,320	3,580	3,920	4,130	4,210
Other single-product (2)(4)	2,580	2,420	2,410	2,330	2,230
Total digital-only subscribers (2)(5)	9,190	9,020	8,830	8,590	8,410
Print subscribers (6)	690	710	730	740	760
Total subscribers	9,880	9,730	9,550	9,330	9,170
(1) Subscribers with a bundle subscription or standalone digital-only subscriptions to two or more of the Company’s products.
(2) Includes group corporate and group education subscriptions, which collectively represented approximately 5% of total digital-only subscribers as of the end of the second quarter of 2023. The number of group subscribers is derived using the value of the relevant contract and a discounted subscription rate.
(3) Subscribers with only a digital-only news product subscription.
(4) Subscribers with only one digital-only subscription to The Athletic or to our Cooking, Games or Wirecutter products.
(5) Subscribers with digital-only subscriptions to one or more of our news product, The Athletic, or our Cooking, Games and Wirecutter products.
(6) Subscribers with a domestic home-delivery or mail print subscription to The New York Times, which includes access to our digital products, or a print subscription to our Book Review or Large Type Weekly products.
The sum of individual metrics may not always equal total amounts indicated due to rounding. Subscribers (including net subscriber additions) are rounded to the nearest ten thousand.

The following table ~~summarizes supplementary subscriber metrics~~sets forth the subset of subscribers above who have a paid digital-only standalone subscription or a bundle subscription that includes the ability to access The Athletic as of the end of the five most recent fiscal quarters:

For the Quarters Ended
(In thousands except for ARPU) September 25, 2022 June 26, 2022 March 27, 2022 December 26, 2021 September 26, 2021
Digital-only subscriber ARPU(1)
$ 8.87 $ 8.83 $ 9.13 $ 9.60 $ 9.64
Digital-only bundle and multiproduct subscribers(2)
2,130 1,980 1,835 1,607 1,491
Digital-only subscribers with News(3)
6,210 6,140 6,101 5,826 5,665
Digital-only subscribers with The Athletic(4)
2,290 1,690 1,216 — —
(1) “Digital-only subscriber Average Revenue per User” or “Digital-only subscriber ARPU” is calculated by dividing the average monthly digital subscription revenue (calculated by dividing digital subscription revenue in the quarter by 3.25 to reflect a 28-day billing cycle) in the measurement period by the average number of digital subscribers during the period.
(2) Subscribers with a digital bundle or paid digital-only subscriptions that include access to two or more of the Company’s products, including through separate standalone subscriptions. This metric was previously called “Total Multiproduct subscribers” and included subscribers with a print home-delivery subscription. The four quarters prior to the third quarter of 2022 have been recast to reflect this change.
(3) Subscribers with a paid digital-only subscription that includes the ability to access the Company’s digital news product.
(4) Subscribers with a paid digital-only subscription that includes the ability to access The Athletic. This metric was previously called “Subscribers with The Athletic”.

For the Quarters Ended

June 30, 2023

March 31, 2023

December 31, 2022

September 25, 2022

June 26, 2022

Digital-only subscribers with The Athletic (1)(2)

3,640

3,270

2,680

2,290

1,690

(1) In June 2022, we provided all bundle subscribers with the ability to access The Athletic and all bundle subscribers are included in this metric.

(2) Subscribers (including net subscriber additions) are rounded to the nearest ten thousand.

“Average revenue per user” or “ARPU,” a metric we calculate to track the revenue generation of our digital subscriber base, represents the average revenue per subscriber over a 28-day billing cycle during the applicable quarter. The following table sets forth ARPU metrics relating to the above digital-only subscriber categories for the five most recent fiscal quarters:


	For the Quarters Ended
	June 30, 2023		March 31, 2023		December 31, 2022		September 25, 2022		June 26, 2022
Digital-only ARPU:
Bundle and multiproduct	$	13.40	$	14.33	$	15.20	$	15.77	$	16.09
News-only	$	9.29	$	8.69	$	8.49	$	8.30	$	8.11
Other single-product	$	3.57	$	3.67	$	3.65	$	3.69	$	3.82
Total digital-only ARPU	$	9.15	$	9.04	$	8.93	$	8.87	$	8.83
ARPU metrics are calculated by dividing the digital subscription revenue in the quarter by the average number of digital-only subscribers divided by the number of days in the quarter multiplied by 28 to reflect a 28-day billing cycle. In calculating ARPU metrics, for our subscriber categories (Bundle and multiproduct, News-only and Other single-product), we use the monthly average number of digital-only subscribers (calculated as the sum of the number of subscribers in each category at the beginning and end of the month, divided by two) and for Total digital-only ARPU, we use the daily average number of digital-only subscribers.

3027

The following ~~table summarizes digital~~charts illustrate ARPU and ~~print subscriptions as of the end of~~net additions metrics relating to our digital-only subscriber categories for the five most recent fiscal quarters:

For the Quarters Ended
(In thousands) September 25, 2022 June 26, 2022 March 27, 2022 December 26, 2021 September 26, 2021
Digital-only subscriptions (1)
10,020 9,810 9,579 8,005 7,630
Print subscriptions (2)
730 750 770 784 795
Total subscriptions (3)
10,750 10,560 10,349 8,789 8,425
(1) Paid digital-only subscriptions to our news product, as well as The Athletic and our Games, Cooking, Audm and Wirecutter products. Standalone subscriptions to these products are counted separately and bundle subscriptions are counted as one subscription. The number of paid digital-only subscriptions includes group corporate and group education subscriptions (which collectively represented approximately 4% of paid digital-only subscriptions as of the third quarter of 2022). The number of group subscriptions is derived using the value of the relevant contract and a discounted subscription rate.
(2) Paid domestic home-delivery print subscriptions to The New York Times, which also include access to our digital news product, as well as The Athletic and our Games, Cooking and Wirecutter products. Excludes subscriptions to our Book Review or Large Type Weekly products and subscriptions to The New York Times that are delivered by mail.
(3) The sum of individual metrics may not always equal total amounts indicated due to rounding.
ARPU and net adds chart 8.2.23.jpg

The sum of the subscriber categories net additions may not always equal total digital-only subscribers net additions due to rounding. Subscribers (including net subscriber additions) are rounded to the nearest ten thousand.

~~We believe that~~Total digital-only ARPU was $9.15 for the ~~significant growth over~~second quarter of 2023, an increase of 3.6 percent compared with the ~~last several years in subscribers to our products demonstrates~~second quarter of 2022 and 1.2 percent compared with the ~~success~~first quarter of ~~our “subscription-first” strategy~~2023. Both the year-over-year and quarter-over-quarter increases were driven primarily by the ~~willingness of our readers to pay for high-quality journalism. The Company is increasing its emphasis~~price increases on ~~subscriber growth rather than growth of total subscriptions.~~ tenured non-bundle digital news and Games subscribers.

The following ~~charts illustrate~~chart illustrates the growth in ~~net digital-only subscribers and corresponding~~ subscription revenues as well as the relative stability of our print domestic ~~home delivery~~home-delivery subscription ~~products.~~product.

(1) Amounts may not add due to rounding.

(2) Includes access to ~~some of~~ our digital products.

(3)~~Includes Book Review, Mail and Large Type Weekly subscribers.~~

~~(4)~~ Print Other includes single-copy, NYT International and other subscription revenues.

3228

Advertising Revenues

Advertising revenue is principally from advertisers (such as technology, financial and luxury goods companies) promoting products, services or brands on digital platforms in the form of display ads, audio and video ads, and in print in the form of column-inch ads. Advertising revenue is primarily derived from offerings sold directly to marketers by our advertising sales teams. A smaller proportion of our total advertising revenues is generated through programmatic auctions run by third-party ad exchanges. Advertising revenue is primarily determined by the volume (e.g., impressions or column inches), rate and mix of advertisements. Digital advertising includes our core digital advertising business and other digital advertising. Our core digital advertising business includes direct-sold website, mobile application, podcast, email and video advertisements. ~~Advertising revenue from The Athletic is primarily podcast revenue and therefore is reflected in this category.~~ Direct-sold display advertising, a component of core digital advertising, includes offerings on websites and mobile applications sold directly to marketers by our advertising sales teams. ~~We launched direct-sold display advertising at The Athletic in the third quarter.~~ Other digital advertising includes open-market programmatic advertising and creative services fees. NYTG has revenue from all categories discussed above. The Athletic has revenue from direct-sold display advertising, podcast, video and email advertisements and open-market programmatic advertising. Print advertising includes revenue from column-inch ads and classified advertising, as well as preprinted advertising, also known as freestanding inserts. There is no print advertising revenue generated from The Athletic.

The following table summarizes digital and print advertising revenues for the ~~third~~second quarters and first ~~nine~~six months of ~~2022~~2023 and ~~2021:~~2022:


		For the Quarters Ended						For the Nine Months Ended						For the Quarters Ended						For the Six Months Ended
(In thousands)	(In thousands)	September 25, 2022		September 26, 2021		% Change		September 25, 2022		September 26, 2021		% Change			(In thousands)	June 30, 2023		June 26, 2022		% Change		June 30, 2023		June 26, 2022		% Change
Advertising revenues:	Advertising revenues:														Advertising revenues:
Digital	Digital	$	70,282	$	66,981	4.9	%	$	206,588	$	197,472	4.6	%		Digital	$	73,804	$	69,292	6.5	%	$	135,075	$	136,306	(0.9)	%
Print	Print	40,185		43,906		(8.5)	%	137,528		123,305		11.5	%		Print	43,966		48,087		(8.6)	%	88,936		97,343		(8.6)	%
Total advertising	Total advertising	$	110,467	$	110,887	(0.4)	%	$	344,116	$	320,777	7.3	%		Total advertising	$	117,770	$	117,379	0.3	%	$	224,011	$	233,649	(4.1)	%

Digital advertising revenues, which represented ~~63.6%~~62.7% of total advertising revenues in the ~~third~~second quarter of ~~2022,~~2023, increased ~~$3.3~~$4.5 million, or ~~4.9%~~6.5%, to ~~$70.3~~$73.8 million compared with ~~$67.0~~$69.3 million in the same prior-year period. The increase was primarily a result of higher revenues from direct-sold advertising ~~at The New York Times Group~~as well as higher open-market programmatic revenues, primarily driven by new offerings including on the desktop version of Wordle (a daily digital word game), partially offset by lower revenues from our podcasts and the addition of $2.3 million in advertising revenue from The Athletic, which more than offset lower revenue from fewer programmatic advertising impressions; in addition we believe the macroeconomic environment adversely impacted advertising spend.creative services. Core digital advertising revenue increased ~~$8.9~~$2.9 million ~~which includes $2.3 million from The Athletic,~~ due to ~~growth~~an increase in direct-sold display advertising, ~~and~~partially offset by a decrease in podcast advertising revenues. Direct-sold display impressions increased ~~52%~~33%, while the average rate decreased ~~20%~~7%. Other digital advertising revenue ~~decreased $5.6~~increased $1.6 million, primarily due to a ~~34.1% decrease~~43.8% increase in open-market programmatic advertising revenue, ~~as well as an 18.2%~~partially offset by 34.9% decrease in creative services ~~fees.~~fees, primarily as a result of fewer advertising campaigns in 2023. Programmatic impressions ~~decreased by 27%~~increased 74%, while the average rate decreased 8%28%.

Digital advertising revenues, which represented ~~60.0%~~60.3% of the total advertising revenues in the first ~~nine~~six months of ~~2022, increased $9.1~~2023, decreased $1.2 million, or ~~4.6%~~0.9%, to ~~$206.6~~$135.1 million compared with $197.5 million in the same prior-year period. The increase was primarily a result of higher direct-sold advertising at The New York Times Group and the addition of advertising revenue from The Athletic, which contributed $6.7 million which more than offset lower revenue from fewer programmatic advertising impressions; in addition we believe the macroeconomic environment adversely impacted advertising spend. Core digital advertising revenue increased $22.2 million, which includes $6.7 million from The Athletic, due to growth in direct-sold display advertising and podcast advertising revenues. Direct-sold display impressions increased 32%, while the average rate decreased 11%. Other digital advertising revenue decreased $13.1 million, primarily due to a 26.3% decrease in open-market programmatic advertising revenue, as well as a 16.8% decrease in creative services fees. Programmatic impressions decreased by 32%, while the average rate increased 10%.

~~Print advertising revenues, which represented 36.4% of total advertising revenues in the third quarter of 2022, decreased $3.7 million, or 8.5%, to $40.2 million compared with $43.9~~$136.3 million in the same prior-year period. The decrease was primarily ina result of lower revenues from our podcasts and creative services, partially offset by the ~~advocacy and media categories. Print~~addition of digital advertising revenue from The Athletic. Core digital advertising revenue was ~~impacted~~flat compared with the prior year as a decrease in podcast advertising revenues was largely offset by ~~secular trends and~~an increase in ~~addition we believe~~direct-sold display advertising. Direct-sold display impressions increased 48%, while the ~~macroeconomic environment adversely impacted~~average rate decreased 17%. Other digital advertising ~~spend.~~revenue decreased $1.4 million, primarily due to a 45.3% decrease in creative services fees, primarily as a result of fewer advertising campaigns in 2023, partially offset by 20.7% increase in open-market programmatic advertising revenue. Programmatic impressions increased 45%, while the average rate decreased 25%.

Print advertising revenues, which represented ~~40.0%~~37.3% of total advertising revenues in the second quarter of 2023, decreased $4.1 million, or 8.6%, to $44.0 million compared with $48.1 million in the same prior-year period. The decrease in the second quarter of 2023 was primarily in the entertainment, finance, healthcare and advocacy categories, partially offset by growth in the luxury category. Print advertising revenues, which represented 39.7% of total advertising revenues in the first ~~nine~~six months of ~~2022, increased $14.2~~2023, decreased $8.4 million, or ~~11.5%~~8.6%, to ~~$137.5~~$88.9 million compared with ~~$123.3~~$97.3 million in the same prior-year period. The ~~increase~~decrease in the first six months of 2023 was primarily in the media, finance, advocacy, and entertainment ~~and luxury~~ categories, ~~which were more severely impacted by the Covid-19 pandemic in the first nine months of 2021. The increase was~~ partially offset by growth in the luxury category. Print advertising revenue in both the second quarter and the first six months of 2023 was impacted by secular ~~trends and in~~trends.

In addition, we believe the macroeconomic environment ~~adversely impacted~~has had and may continue to have an adverse impact on both digital and print advertising spend.

3329

Other Revenues

Other revenues primarily consist of revenues from licensing, Wirecutter affiliate referrals, commercial printing, the leasing of floors in the Company Headquarters, ~~retail commerce,~~ television and film, retail commerce, our live events business and our student subscription sponsorship program.

~~Other~~ Digital other revenues, ~~decreased 1.9% in the third quarter~~which consist primarily of ~~2022 compared with the same prior-year period, primarily as a result of lower licensing revenue, which was partially offset by higher~~ Wirecutter affiliate referral ~~revenues.~~

~~Other revenues increased 6.3%~~revenue, digital licensing revenue and our student subscription sponsorship program, totaled $38.0 million and $27.2 million in the second quarters of 2023 and 2022, respectively, and $64.1 million and $53.0 million in the first ~~nine~~six months of 2023 and 2022, compared with the same prior-year period, primarily as a result of higher commercial printing revenue as we began printing several News Corporation publications in mid-2021 and several other smaller publications in 2022 in our College Point, N.Y., printing and distribution facility, higher Wirecutter affiliate referral revenues mainly due to Wirecutter’s presence on our core news website (NYTimes.com) homepage resulting in increased views, and higher live events revenue due to more in-person events.

respectively. Building rental revenue from the leasing of floors in the Company Headquarters totaled ~~$7.2~~$6.5 million and ~~$7.0~~$7.2 million in the ~~third~~second quarters of ~~2022~~2023 and ~~2021,~~2022, respectively, and ~~$21.5~~$13.7 million and ~~$20.0~~$14.3 million in the first ~~nine~~six months of 2023 and 2022, respectively.

Other revenues increased 16.1% in the second quarter of 2023 compared with the same prior-year period, primarily as a result of higher Wirecutter affiliate referral revenues, content licensing revenues related to a Google commercial agreement and ~~2021, respectively.~~television and film revenues.

Other revenues increased 16.0% in the first six months of 2023 compared with the same prior-year period, primarily as a result of higher revenues from television and film, Wirecutter affiliate referral revenues and content licensing revenues related to a Google commercial agreement.

Operating Costs

Operating costs were as follows:


		For the Quarters Ended						For the Nine Months Ended						For the Quarters Ended						For the Six Months Ended
(In thousands)	(In thousands)	September 25, 2022		September 26, 2021		% Change		September 25, 2022		September 26, 2021		% Change			(In thousands)	June 30, 2023		June 26, 2022		% Change		June 30, 2023		June 26, 2022		% Change
Operating costs:	Operating costs:														Operating costs:
Cost of revenue (excluding depreciation and amortization) (1)	Cost of revenue (excluding depreciation and amortization) (1)	$	294,856	$	256,978	14.7	%	$	876,804	$	759,333	15.5	%		Cost of revenue (excluding depreciation and amortization) (1)	$	309,923	$	300,583	3.1	%	$	616,775	$	581,948	6.0	%
Sales and marketing	Sales and marketing	64,732		83,767		(22.7)	%	205,089		197,475		3.9	%		Sales and marketing	62,241		62,769		(0.8)	%	129,275		140,357		(7.9)	%
Product development (1)	Product development (1)	50,474		40,638		24.2	%	148,729		119,280		24.7	%		Product development (1)	56,047		50,822		10.3	%	113,109		98,255		15.1	%
General and administrative (1)	General and administrative (1)	71,970		64,418		11.7	%	212,468		183,278		15.9	%		General and administrative (1)	72,273		69,141		4.5	%	153,324		140,498		9.1	%
Depreciation and amortization ~~(2)~~	Depreciation and amortization ~~(2)~~	21,760		14,326		51.9	%	61,150		43,529		40.5	%		Depreciation and amortization ~~(2)~~	21,858		20,704		5.6	%	42,698		39,390		8.4	%
Total operating costs	Total operating costs	$	503,792	$	460,127	9.5	%	$	1,504,240	$	1,302,895	15.5	%		Total operating costs	$	522,342	$	504,019	3.6	%	$	1,055,181	$	1,000,448	5.5	%
(1)Technology costs, which include product development costs and certain components of cost of revenue and general and administrative costs as described below, increased 20.1% to $92.1 million compared with $76.7 million in the third quarter of 2021 and increased 22.0% to $272.4 million compared with $223.3 million in the first nine months of 2021.
(2) Includes amortization of intangible assets related to our acquisitions of approximately $7 million and $19 million for the quarter and nine months ended September 25, 2022, respectively.
(1) Technology costs, which include product development costs and certain components of cost of revenue and general and administrative costs as described below, increased 9.4% to $101.3 million compared with $92.6 million in the second quarter of 2022 and increased 14.0% to $205.7 million compared with $180.5 million in the first six months of 2022.															(1) Technology costs, which include product development costs and certain components of cost of revenue and general and administrative costs as described below, increased 9.4% to $101.3 million compared with $92.6 million in the second quarter of 2022 and increased 14.0% to $205.7 million compared with $180.5 million in the first six months of 2022.

Cost of Revenue (excluding depreciation and amortization)

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

Cost of revenue ~~increased~~ in the ~~third~~second quarter of ~~2022 by $37.9~~2023 increased $9.3 million, or ~~14.7%~~3.1%, compared with the ~~third quarter of 2021.~~same prior-year period. The increase iswas largely due to higher journalism costs of ~~$24.6~~$11.1 million ~~higher subscriber servicing costs of $6.2 million,~~and higher digital content delivery costs of ~~$3.7~~$2.4 million, ~~higher~~partially offset by lower advertising servicing costs of $3.6 million and lower print production and distribution costs of ~~$2.1 million and higher advertising~~$0.6 million. Subscriber servicing costs ~~of $1.3 million.~~were flat to prior year. The increase in journalism costs was largely due to ~~the inclusion of $16.8 million in journalism costs from The Athletic as well as~~ growth in the number of employees who work in ~~The New York Times Group newsroom. The increase in subscriber servicing costs was primarily due to the inclusion of $2.5 million of subscriber servicing costs from The Athletic~~our newsrooms and higher ~~credit card processing fees and third-party commissions due to increased subscriptions.~~compensation expense. The increase in digital content delivery costs was primarily due to ~~higher cloud-related~~an increase in the number of employees. Advertising servicing costs ~~as well as higher compensation~~decreased primarily due to fewer live events in 2023, and ~~benefits.~~a decrease in the number of employees. The ~~increase~~decrease in print production and distribution costs was ~~largely due to an increase in newsprint pricing and increased commercial printing activity. Advertising servicing costs increased~~ primarily due to ~~an increase in live events.~~lower paper consumption. Technology costs in ~~Cost~~cost of revenue, which include costs related to content delivery and subscriber technology, increased ~~18.1%~~11.2% to ~~$25.4~~$28.6 million compared with ~~$21.5~~$25.8 million in the ~~third quarter~~same prior-year period, primarily due to growth in the number of ~~2021.~~

employees associated with digital content delivery and higher compensation expense.

Cost of revenue ~~increased~~ in the first ~~nine~~six months of ~~2022 by $117.5~~2023 increased $34.8 million, or ~~15.5%~~6.0%, compared with the ~~first nine months of 2021.~~same prior-year period. The increase iswas largely due to higher journalism costs of ~~$77.7~~$31.5 million, higher digital content delivery costs of $6.3 million, higher subscriber servicing costs of ~~$19.1~~$2.5 million, higher print production and distribution costs of ~~$10.5~~$0.7 million, ~~higher digital content delivery costs of $7.1~~

~~million and higher~~partially offset by lower advertising servicing costs of ~~$3.1~~$6.2 million. The increase in journalism costs was largely ~~driven by the inclusion of $45.9 million in journalism costs from The Athletic, as well as~~due to growth in the number of employees who work in our newsrooms and higher content creation costs as a result of additional television episodes in 2023. The ~~New York Times Group newsroom~~increase in digital content delivery costs was primarily due to an increase in the number of employees and ~~on our Games, Cooking, Audm and Wirecutter products.~~higher cloud-related costs. The increase in subscriber servicing costs was ~~primarily~~largely due to an increase in the ~~inclusion~~number of ~~$5.7 million in subscriber servicing costs from The Athletic, as well as~~employees and higher credit card processing fees and third-party commissions due to increased subscriptions. The increase in print production and distribution costs was ~~largely~~primarily due to an increase in newsprint pricing, ~~and fuel~~partially offset by lower distribution costs. Advertising servicing costs ~~and increased commercial printing activity. The increase in digital content delivery costs was~~decreased primarily due to ~~higher cloud-related costs, as well as higher compensation~~a decrease in the number of employees and ~~benefits. Advertising servicing costs increased primarily due to an increase~~fewer live events in ~~live events.~~2023. Technology costs in Cost of revenue, which include costs related to content delivery and subscriber technology, increased ~~16.0%~~14.8% to ~~$75.6~~$57.7 million compared with ~~$64.9~~$50.2 million in the ~~first nine months~~same prior-year period, primarily due to growth in the number of ~~2021.~~employees associated with digital content delivery and increases in cloud-related costs.

Sales and Marketing

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

Sales and marketing costs in the second quarter of 2023 decreased $0.5 million, or 0.8%, compared with the same prior-year period. The decrease was primarily due to lower media expenses at NYTG, partially offset by higher sales and marketing expenses at The Athletic largely driven by the timing of introducing The Athletic into the bundle.

Sales and marketing costs in the first six months of 2023 decreased $11.1 million, or 7.9%, compared with the same prior-year period. The decrease was largely due to factors identified above.

Media expenses, is a component of ~~Sales~~sales and marketing costs that represents the cost to promote our subscription ~~business.~~

~~Sales and marketing costs~~business, decreased9.5%to $28.0 million in the ~~third~~second quarter of 2023 from $30.9 million in the second quarter of 2022, and decreased ~~by $19.0 million, or 22.7%, compared with the third quarter of 2021. The decrease is primarily due~~22.6% to ~~lower media expenses at The New York Times Group, partially offset by $7.4 million in sales and marketing costs from The Athletic and growth in the number of sales and marketing employees.~~

Sales and marketing costs in the first nine months of 2022 increased by $7.6 million, or 3.9%, compared with the first nine months of 2021, largely due to the inclusion of $15.1 million in sales and marketing costs from The Athletic, as well as growth in the number of sales and marketing employees, partially offset by lower media expenses at The New York Times Group.

~~Media expenses decreased44.7%to $30.6 million in the third quarter of 2022 from $55.3 million in the third quarter of 2021. Media expenses decreased 10.3% to $107.9~~$59.8 million in the first ~~nine~~six months of ~~2022~~2023 from ~~$120.2~~$77.3 million in the first ~~nine~~six months of ~~2021. In each case, the~~2022. The decreases in both periods were ~~the~~largely a result of lower subscriber acquisition spend at NYTG, partially offset by higher brand marketing expenses at ~~The New York Times Group, partially offset by the inclusion of~~ The Athletic.

Product Development

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

Product development costs in the ~~third~~second quarter of ~~2022~~2023 increased ~~by $9.8~~$5.2 million, or ~~24.2%~~10.3%, compared with the ~~third quarter of 2021. Product development costs in the first nine months of 2022 increased by $29.4 million, or 24.7%, compared with the first nine months of 2021.~~same prior-year period. The ~~increases in each period were~~increase was largely due to growth in the number of digital product development employees in connection with digital subscription strategic ~~initiatives, as well as the inclusion of product~~initiatives.

Product development costs ~~from The Athletic of $4.2 million in the third quarter of 2022 and $10.4 million~~ in the first ~~nine~~six months of ~~2022.~~2023 increased $14.9 million, or 15.1%, compared with the same prior-year period. The increase was largely due to factors identified above.

General and Administrative Costs

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

General and administrative costs in the ~~third~~second quarter of ~~2022~~2023 increased ~~by $7.6~~$3.1 million, or ~~11.7%~~4.5%, compared with the ~~third quarter of 2021.~~same prior-year period. The increase iswas primarily due to ~~the inclusion of $2.2 million in general and administrative costs from The Athletic, higher severance expense, growth in the number of employees,~~stock price appreciation on stock-based awards and higher ~~building operations~~compensation and maintenance costs. Technology costs in general and administrative, which include costs related to enterprise technology and information security, increased 11.4% to $16.2 million compared with $14.5 million in the third quarter of 2021.

~~General and administrative costs in the first nine months of 2022 increased~~benefits expenses, partially offset by $29.2 million, or 15.9%, compared with the first nine months of 2021. The increase is primarily due to growth in the number of employees, the inclusion of $6.9 million in general and administrative costs from The Athletic, higher building operations and maintenance costs, as well as higherlower severance expense. Technology costs in general and administrative, which include costs related to enterprise technology and information security, increased ~~23.1%~~3.9% to ~~$48.1~~$16.6 million compared with ~~$39.1~~$16.0 million in the same prior-year period, primarily due to growth in the number of employees.

General and administrative costs in the first ~~nine~~six months of ~~2021.~~

2023 increased $12.8 million, or 9.1%, compared with the same prior-year period. The increase was primarily due to higher compensation and benefits expenses, stock price appreciation on stock-based awards as well as higher severance expense, primarily in the general and administrative functions, which was partially offset by lower severance expense related to our commercial printing operations in the first six months of 2022. Technology costs in general and administrative, which include costs related to enterprise technology and information security, increased 9.2% to $34.9 million compared with $32.0 million in the same prior-year period, primarily due to growth in the number of employees.

Depreciation and Amortization

Depreciation and amortization costs in the ~~third~~second quarter ~~and first nine months~~ of ~~2022~~2023 increased ~~$7.4~~$1.2 million, or ~~51.9%~~5.6%, ~~and $17.6 million, or 40.5%, respectively,~~ compared with the same prior-year ~~periods.~~period. The increase iswas due to assets placed in service in connection with the improvements in our Company Headquarters in 2022.

Depreciation and amortization costs in the first six months of 2023 increased $3.3 million, or 8.4%, compared with the same prior-year period. The increase was due to the impact from the additional month of The Athletic ~~intangible~~costs in 2023, as well as assets ~~amortization of approximately $6.8 million and $18.2 million~~placed in service in connection with the third quarter and first nine months of 2022, respectively, and higher equipment depreciation, partially offset by lower depreciation of software assets. See Notes 5 and 7 of the Notes to the Condensed Consolidated Financial Statements for additional information regarding the estimated aggregate amortization expense resulting from The Athletic acquisition and other items, respectively.improvements in our Company Headquarters in 2022.

Segment Information

~~On February 1, 2022, we acquired The Athletic, and~~Since the ~~results~~acquisition of The Athletic ~~have been included in our Condensed Consolidated Financial Statements beginning February 1, 2022. Beginning~~ in the first quarter of 2022, we have had two reportable segments: ~~The New York Times Group~~NYTG and The Athletic. Management ~~including our President and Chief Executive Officer (who is our Chief Operating Decision Maker),~~ uses adjusted operating profit (loss) by segment ~~(as defined below)~~ in assessing performance and allocating resources. ~~We include~~The Company includes in ~~our~~its presentation revenues and adjusted operating costs ~~(as defined below)~~ to arrive at adjusted operating profit (loss) by segment. ~~See “Non-GAAP Financial Measures” below for more information on~~Adjusted operating costs are defined as operating costs before depreciation and amortization, severance and multiemployer pension plan withdrawal costs. Adjusted operating profit is defined as operating profit before depreciation and amortization, severance, multiemployer pension plan withdrawal costs and special items. Adjusted operating profit expressed as a percentage of revenues is referred to as adjusted operating ~~costs and adjusted operating profit.~~profit margin.

Subscription revenue from and expenses associated with our ~~digital subscription package (or “bundle”) is~~bundle are allocated to ~~The New York Times Group~~NYTG and The Athletic. ~~We allocate~~The Athletic was first introduced into our bundle in June 2022. Therefore, The Athletic’s results for the second quarter of 2022 include bundle revenue and expenses for only part of the quarter, whereas the second quarter of 2023 includes bundle revenue and expenses for the entire quarter.


	For the Quarters Ended								For the Six Months Ended
(In thousands)	June 30, 2023			June 26, 2022			% Change		June 30, 2023			June 26, 2022			% Change
Revenues
NYTG	$	560,494		$	536,134		4.5	%	$	1,093,276		$	1,061,402		3.0	%
The Athletic	30,359			19,546			55.3	%	58,316			31,703			83.9	%
Total revenues	$	590,853		$	555,680		6.3	%	$	1,151,592		$	1,093,105		5.4	%
Adjusted operating costs
NYTG	$	460,525		$	447,316		3.0	%	$	928,020		$	904,860		2.6	%
The Athletic	38,162			32,145			18.7	%	77,431			51,123			51.5	%
Total adjusted operating costs	$	498,687		$	479,461		4.0	%	$	1,005,451		$	955,983		5.2	%
Adjusted operating profit (loss)
NYTG	$	99,969		$	88,818		12.6	%	$	165,256		$	156,542		5.6	%
The Athletic	(7,803)			(12,599)			(38.1)	%	(19,115)			(19,420)			(1.6)	%
Total adjusted operating profit	$	92,166		$	76,219		20.9	%	$	146,141		$	137,122		6.6	%
Adjusted operating profit margin % - NYTG	17.8		%	16.6		%	120 bps		15.1		%	14.7		%	40 bps
* Represents a change equal to or in excess of 100% or not meaningful.


Revenues detail by segment
	For the Quarters Ended						For the Six Months Ended
(In thousands)	June 30, 2023		June 26, 2022		% Change		June 30, 2023		June 26, 2022		% Change
NYTG
Subscription	$	385,037	$	366,620	5.0	%	$	759,193	$	728,222	4.3	%
Advertising	112,329		114,832		(2.2)	%	214,419		229,322		(6.5)	%
Other	63,128		54,682		15.4	%	119,664		103,858		15.2	%
Total	$	560,494	$	536,134	4.5	%	$	1,093,276	$	1,061,402	3.0	%
The Athletic
Subscription	$	24,553	$	16,999	44.4	%	$	47,939	$	27,376	75.1	%
Advertising	5,441		2,547		*		9,592		4,327		*
Other	365		—		*		785		—		*
Total	$	30,359	$	19,546	55.3	%	$	58,316	$	31,703	83.9	%
NYTG
Subscription	$	409,590	$	383,619	6.8	%	$	807,132	$	755,598	6.8	%
Advertising	117,770		117,379		0.3	%	224,011		233,649		(4.1)	%
Other	63,493		54,682		16.1	%	120,449		103,858		16.0	%
Total	$	590,853	$	555,680	6.3	%	$	1,151,592	$	1,093,105	5.4	%
* Represents a change equal to or in excess of 100% or not meaningful.


Adjusted operating costs (operating costs before depreciation and amortization, severance and multiemployer pension plan withdrawal costs) details by segment
	For the Quarters Ended						For the Six Months Ended
(In thousands)	June 30, 2023		June 26, 2022		% Change		June 30, 2023		June 26, 2022		% Change
NYTG
Cost of revenue (excluding depreciation and amortization)	$	287,789	$	279,985	2.8	%	$	572,112	$	549,460	4.1	%
Sales and marketing	54,247		58,183		(6.8)	%	113,179		132,643		(14.7)	%
Product development	50,049		46,773		7.0	%	100,880		91,952		9.7	%
Adjusted general and administrative (1)	68,440		62,375		9.7	%	141,849		130,805		8.4	%
Total	$	460,525	$	447,316	3.0	%	$	928,020	$	904,860	2.6	%
The Athletic
Cost of revenue (excluding depreciation and amortization)	$	22,134	$	20,598	7.5	%	$	44,663	$	32,488	37.5	%
Sales and marketing	7,994		4,586		74.3	%	16,096		7,714		*
Product development	5,998		4,049		48.1	%	12,229		6,303		94.0	%
Adjusted general and administrative (2)	2,036		2,912		(30.1)	%	4,443		4,618		(3.8)	%
Total	$	38,162	$	32,145	18.7	%	$	77,431	$	51,123	51.5	%
The New York Times Company
Cost of revenue (excluding depreciation and amortization)	$	309,923	$	300,583	3.1	%	$	616,775	$	581,948	6.0	%
Sales and marketing	62,241		62,769		(0.8)	%	129,275		140,357		(7.9)	%
Product development	56,047		50,822		10.3	%	113,109		98,255		15.1	%
Adjusted general and administrative (1)	70,476		65,287		7.9	%	146,292		135,423		8.0	%
Total	$	498,687	$	479,461	4.0	%	$	1,005,451	$	955,983	5.2	%
(1) Excludes severance of $3.3 million for the first six months of 2023. There were no severance costs for the second quarter of 2023. Excludes multiemployer pension withdrawal costs of $1.1 million and $2.5 million for the second quarter and first six months of 2023, respectively. Excludes severance of $2.5 million for the second quarter and first six months of 2022, and multiemployer pension withdrawal costs of $1.2 million and $2.4 million for the second quarter and first six months of 2022, respectively.
(2) Excludes severance of $0.7 million and $1.2 million for the second quarter and first six months of 2023, respectively. Excludes severance of $0.2 million for the second quarter and first six months of 2022.
* Represents a change equal to or in excess of 100% or not meaningful.


Segment Results Recast
(In thousands)	First Quarter 2023 Recast		Fourth Quarter 2022 Recast		Third Quarter 2022 Recast
NYTG
Subscription	$	374,156	$	390,585	$	361,488
Advertising	102,090		173,865		108,134
Other	56,536		73,763		54,439
Total revenues	532,782		638,213		524,061

Cost of revenue (excluding depreciation and amortization)	284,323		310,586		274,506
Sales and marketing	58,932		53,187		56,503
Product development	50,832		49,936		45,546
Adjusted general and administrative	73,408		73,028		66,476
Total adjusted operating costs	$	467,495	$	486,737	$	443,031
Adjusted operating profit	$	65,287	$	151,476	$	81,030

The Athletic
Subscription	$	23,386	$	23,507	$	21,184
Advertising	4,151		5,307		2,333
Other	420		509		102
Total revenues	27,957		29,323		23,619

Cost of revenue (excluding depreciation and amortization)	22,529		21,543		20,350
Sales and marketing	8,102		9,277		8,229
Product development	6,230		5,520		4,928
Adjusted general and administrative	2,408		2,627		2,165
Total adjusted operating costs	$	39,269	$	38,967	$	35,672
Adjusted operating loss	$	(11,312)	$	(9,644)	$	(12,053)

The New York Times Company
Subscription	$	397,542	$	414,092	$	382,672
Advertising	106,241		179,172		110,467
Other	56,956		74,272		54,541
Total revenues	560,739		667,536		547,680

Cost of revenue (excluding depreciation and amortization)	306,852		332,129		294,856
Sales and marketing	67,034		62,464		64,732
Product development	57,062		55,456		50,474
Adjusted general and administrative	75,816		75,655		68,641
Total adjusted operating costs	$	506,764	$	525,704	$	478,703
Adjusted operating profit	$	53,975	$	141,832	$	68,977

Adjusted operating costs (operating costs before depreciation and amortization, severance and multiemployer pension plan withdrawal costs) details by segment
For the Quarters Ended For the Nine Months Ended
(In thousands) September 25, 2022 September 26, 2021 % Change September 25, 2022 September 26, 2021 % Change
The New York Times Group
Cost of revenue (excluding depreciation and amortization) $ 274,945 $ 256,978 7.0 % $ 824,405 $ 759,333 8.6 %
Sales and marketing 57,326 83,767 (31.6) % 189,970 197,475 (3.8) %
Product development 46,273 40,638 13.9 % 138,225 119,280 15.9 %
Adjusted general and administrative (1)
66,476 62,667 6.1 % 197,280 178,494 10.5 %
Total $ 445,020 $ 444,050 0.2 % $ 1,349,880 $ 1,254,582 7.6 %
The Athletic
Cost of revenue (excluding depreciation and amortization) $ 19,911 $ — * $ 52,399 $ — *
Sales and marketing 7,406 — * 15,119 — *
Product development 4,201 — * 10,504 — *
Adjusted general and administrative (2)
2,165 — * 6,784 — *
Total $ 33,683 $ — * $ 84,806 $ — *
The New York Times Company
Cost of revenue (excluding depreciation and amortization) $ 294,856 $ 256,978 14.7 % $ 876,804 $ 759,333 15.5 %
Sales and marketing 64,732 83,767 (22.7) % 205,089 197,475 3.9 %
Product development 50,474 40,638 24.2 % 148,729 119,280 24.7 %
Adjusted general and administrative (1)
68,641 62,667 9.5 % 204,064 178,494 14.3 %
Total $ 478,703 $ 444,050 7.8 % $ 1,434,686 $ 1,254,582 14.4 %
(1) Excludes severance of $2.0 million and $4.5 million for the quarter and nine months ended September 25, 2022, respectively, and multiemployer pension withdrawal costs of $1.3 million and $3.7 million for the quarter and nine months ended September 25, 2022, respectively. Excludes severance of $0.5 million and $0.9 million for the quarter and nine months ended September 26, 2021, respectively, and multiemployer pension withdrawal costs of $1.3 million and $3.9 million for the quarter and nine months ended September 26, 2021, respectively.
(2) Excludes $0.2 million of severance for the nine months ended September 25, 2022.
* Represents a change equal to or in excess of 100% or not meaningful.

The New York Times Group

~~The New York Times Group~~NYTG revenues ~~grew 2.8%~~increased 4.5% in the ~~third~~second quarter of 2023 to $560.5 million from $536.1 million in the second quarter of 2022 and increased 3.0% in the first six months of 2023 to ~~$523.6~~$1,093 million from ~~$509.1~~$1,061 million in the ~~third~~first six months of 2022. Subscription revenues increased 5.0% to $385.0 million from $366.6 million in the second quarter of ~~2021~~2022 and ~~grew 7.0%~~increased 4.3% in the first ~~nine~~six months of ~~2022~~2023 to ~~$1.6 billion~~$759.2 million from ~~$1.5 billion~~$728.2 million in the first ~~nine~~six months of 2021. Subscription revenues increased 5.4% to $361.0 million from $342.6 million in the third quarter of 2021 and increased 7.7% to $1.1 billion from $1.0 billion in the first nine months of 2021, primarily2022 due to growth in subscription revenues from digital-only ~~products.~~products, partially offset by decreases in print subscription revenues. Advertising revenues decreased ~~2.5%~~2.2% to ~~$108.1~~$112.3 million from ~~$110.9~~$114.8 million in the ~~third~~second quarter of ~~2021~~2022 due to lower print advertising ~~revenues.~~revenues, primarily in the entertainment, finance, healthcare and advocacy categories, partially offset by growth in the luxury category. The decrease in print advertising revenues was partially offset by higher digital advertising revenues due to higher revenues from programmatic and direct-sold display advertising, partially offset by lower revenues from creative services and podcasts. Advertising revenues ~~increased 5.2%~~decreased 6.5% to ~~$337.5~~$214.4 million from ~~$320.8~~$229.3 million in the first ~~nine~~six months of ~~2021 primarily~~2022 due to lower digital advertising revenues, primarily a result of lower revenues from podcasts and creative services, which were partially offset by higher programmatic and direct-sold display advertising, and lower print advertising revenues, primarily in the media, finance, advocacy and entertainment categories, partially offset by growth in the luxury category. Print advertising revenue was impacted by secular trends. In addition, we believe the macroeconomic environment adversely impacted both digital and print ~~advertising.~~advertising spend.

~~The New York Times Group~~NYTG adjusted operating costs ~~grew 0.2%~~increased 3.0% in the ~~third~~second quarter of 2023 to $460.5 million from $447.3 million in the second quarter of 2022 and increased 2.6% in the first six months of 2023 to ~~$445.0~~$928.0 million from ~~$444.1~~$904.9 million in the ~~third quarter of 2021 and grew 7.6% in the~~ first ~~nine~~six months of ~~2022 to $1.35 billion from $1.25 billion in the first nine months of 2021.~~2022. The increase in costs in ~~the third quarter and in the first nine months of 2022~~both periods was primarily related to growth in the ~~number~~numbers of employees who work in the newsroom as well as higher general and administrative and product development costs, partially offset by lower ~~media expenses.~~sales and marketing costs.

~~The New York Times Group~~NYTG adjusted operating profit increased ~~20.7%~~12.6% in the second quarter of 2023 to $100.0 million from $88.8 million in the second quarter of 2022 and increased 5.6% in the first six months of 2023 to $165.3 million from $156.5 million in the first six months of 2022 primarily as a result of higher digital subscription and other revenues, partially offset by higher adjusted operating costs and lower advertising revenues.

The Athletic

The Athletic revenues increased 55.3% in the second quarter of 2023 to $30.4 million from $19.5 million in the second quarter of 2022 and increased 83.9% in the first six months of 2023 to $58.3 million from $31.7 million in the first six months of 2022. Subscription revenues increased 44.4% to $24.6 million from $17.0 million in the second quarter of 2022 and increased 75.1% in the first six months of 2023 to $47.9 million from $27.4 million in the first six months of 2022, primarily due to the impact of the additional months of bundle-related revenues in 2023, as well as growth in digital-only subscribers with The Athletic. Advertising revenues increased to $5.4 million from $2.5 million in the second quarter of 2022 and increased in the first six months of 2023 to $9.6 million from $4.3 million in the first six months of 2022, primarily due to the launch of display advertising in the third quarter of 2022 to $78.6 million from $65.1 million in the third quarter of 2021 and increased 4.0% in the first nine months of 2022 to $235.1 million from $226.1 million in the first nine months of 2021, as higher revenues more than offset higher costs.

~~The Athletic~~

~~The Athletic revenues in the third quarter and first nine months (from February 1, 2022) of 2022 totaled $24.1 million and $55.8 million, respectively, primarily from subscription revenues.~~2022.

The Athletic adjusted operating costs ~~totaled $33.7~~increased 18.7% in the second quarter of 2023 to $38.2 million ~~and $84.8~~from $32.1 million ~~for~~in the ~~third~~second quarter ~~and first nine months (from February 1, 2022)~~ of 2022 ~~respectively, largely~~and increased 51.5% in the first six months of 2023 to $77.4 million from ~~cost~~$51.1 million in the first six months of ~~revenue, which~~2022. The increase in costs in the second quarter of 2023 was primarily ~~related~~due to higher sales and marketing costs, product development costs, and digital content delivery costs, all of which were largely driven by the impact of the additional months of bundle-related costs in 2023, partially offset by lower general and administrative expenses. The increase in costs in the first six months of 2023 was primarily due to higher journalism ~~costs.~~costs, sales and marketing costs, product development costs, and digital content delivery costs, partially offset by lower general and administrative expenses.

The Athleticadjusted operating loss ~~totaled $9.6~~decreased 38.1% to $7.8 million ~~and $29.0~~in the second quarter of 2023 from $12.6 million ~~for~~in the ~~third~~second quarter ~~and first nine months (from February 1, 2022)~~ of 2022 ~~respectively.~~and decreased 1.6% to $19.1 million in the first six months of 2023 from $19.4 million in the first six months of 2022, primarily as a result of higher digital subscription and advertising revenues partially offset by higher adjusted operating costs.

NON-OPERATING ITEMS

Other Components of Net Periodic Benefit (Income)/Costs

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

Interest Income and other, net

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

Income Taxes

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

NON-GAAP FINANCIAL MEASURES

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

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

•operating profit before depreciation, amortization, severance, multiemployer pension plan withdrawal costs and special items (or adjusted operating profit), and expressed as a percentage of revenues, adjusted operating profit margin; ~~and~~

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

•free cash flow (defined as net cash provided by operating activities less capital expenditures).

The special items in 2023 consisted of:

•a $12.7 million lease-related impairment charge ($9.3 million or $0.06 per share after tax) in the second quarter.

The special items in 2022 consisted of:

•~~a $7.1 million gain ($5.2 million or $0.03 per share after tax) in the third quarter related to a multiemployer pension liability adjustment;~~

•a $34.2 million gain ($24.9 million or $0.15 per share after tax) in the second quarter related to ~~an agreement to lease and subsequently sell approximately four acres of land at our printing and distribution facility in~~ College Point ~~N.Y.~~parcel sale. The gain is included in Interest income and other, net in our Condensed Consolidated Statements of ~~Operations; and~~Operations.

•a $34.7 million pre-tax charge ($25.4 million or $0.15 per share after tax) in the first quarter related to the acquisition of The ~~Athletic~~. Athletic. Acquisition-related costs primarily include expenses paid in connection with the acceleration of The Athletic stock options, and legal, accounting, financial advisory and integration planning expenses.

~~The special items in 2021 consisted of:~~

•a $27.2 million gain ($19.8 million or $0.12 per share after tax) in the third quarter related to a non-marketable equity investment transaction. The gain is included in Interest income and other, net in our Condensed Consolidated Statements of Operations; and

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

We have included these non-GAAP financial measures because management reviews them on a regular basis and uses them to evaluate and manage the performance of our operations. We believe that, for the reasons outlined below, these non-GAAP financial measures provide useful information to investors as a supplement to reported diluted earnings/(loss) per share, ~~from continuing operations,~~ operating profit/(loss) and operating costs. However, these measures should be evaluated only in

conjunction with the comparable GAAP financial measures and should not be viewed as alternative or superior measures of GAAP results.

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

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

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

The Company considers free cash flow, which is defined as net cash provided by operating activities less capital expenditures, to provide useful information to management and investors about the amount of cash that is available to be used to strengthen the Company’s balance sheet and for strategic opportunities including, among others, investing in the Company’s business, strategic acquisitions, dividend payouts and repurchasing stock. See “Liquidity and Capital Resources — Free Cash Flow” below for more information and a reconciliation of free cash flow to net cash provided by operating activities.

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

Reconciliation of diluted earnings per share from continuing operations excluding severance, non-operating retirement costs and special items (or adjusted diluted earnings per share from continuing operations)
For the Quarters Ended For the Nine Months Ended
September 25, 2022 September 26, 2021 % Change September 25, 2022 September 26, 2021 % Change
Diluted earnings per share from continuing operations $ 0.22 $ 0.32 (31.3) % $ 0.62 $ 0.89 (30.3) %
Add:
Severance 0.01 — * 0.03 0.01 *
Non-operating retirement costs:
Multiemployer pension plan withdrawal costs 0.01 0.01 — 0.02 0.02 —
Other components of net periodic benefit costs 0.01 0.02 (50.0) % 0.03 0.05 (40.0) %
Special items:
Acquisition-related costs — — — 0.21 — *
Lease termination charge — — — — 0.02 *
Gain from non-marketable equity investment — (0.16) * — (0.16) *
Land sale — — — (0.20) — *
Gain from pension liability adjustment (0.04) — * (0.04) — *
Income tax expense of adjustments — 0.04 * (0.01) 0.02 *
Adjusted diluted earnings per share from continuing operations(1)
$ 0.21 $ 0.23 (8.7) % $ 0.65 $ 0.84 (22.6) %


Reconciliation of diluted earnings per share excluding severance, non-operating retirement costs and special items (or adjusted diluted earnings per share)
	For the Quarters Ended						For the Six Months Ended
	June 30, 2023		June 26, 2022		% Change		June 30, 2023		June 26, 2022		% Change
Diluted earnings per share	$	0.28	$	0.37	(24.3)	%	$	0.42	$	0.40	5.0	%
Add:
Amortization of acquired intangible assets	0.04		0.04		—		0.09		0.07		28.6	%
Severance	—		0.02		*		0.03		0.02		50.0	%
Non-operating retirement costs:
Multiemployer pension plan withdrawal costs	0.01		0.01		—		0.02		0.01		100.0	%
Other components of net periodic benefit costs/(income)	—		0.01		*		(0.01)		0.02		*
Special items:
Acquisition-related costs	—		—		—		—		0.21		*
Lease-related impairment charge	0.08		—		*		0.08		—		*



Gain on the sale of land	—		(0.20)		*		—		(0.20)		*

Income tax expense of adjustments	(0.03)		0.03		*		(0.05)		(0.03)		66.7	%
Adjusted diluted earnings per share (1)	$	0.38	$	0.28	35.7	%	$	0.56	$	0.49	14.3	%

(1)Amounts may not add due to rounding.

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

Reconciliation of operating profit before depreciation and amortization, severance, multiemployer pension plan withdrawal costs and special items (or adjusted operating profit)
For the Quarters Ended For the Nine Months Ended
September 25, 2022 September 26, 2021 % Change September 25, 2022 September 26, 2021 % Change
Operating profit $ 51,015 $ 48,976 4.2 % $ 108,960 $ 173,919 (37.4) %
Add:
Depreciation and amortization 21,760 14,326 51.9 % 61,150 43,529 40.5 %
Severance 2,010 476 * 4,670 882 *
Multiemployer pension plan withdrawal costs 1,319 1,275 3.5 % 3,734 3,902 (4.3) %
Special items:
Acquisition-related costs — — — 34,712 — *
Lease termination charge — — * — 3,831 *
Gain from pension liability adjustment (7,127) — * (7,127) — *
Adjusted operating profit $ 68,977 $ 65,053 6.0 % $ 206,099 $ 226,063 (8.8) %
Divided by:
Revenue 547,680 509,103 7.6 % 1,640,785 1,480,645 10.8 %
Operating profit margin 9.3 % 9.6 % (30) bps 6.6 % 11.7 % (510) bps
Adjusted operating profit margin 12.6 % 12.8 % (20) bps 12.6 % 15.3 % (270) bps
* Represents a change equal to or in excess of 100% or not meaningful.

Reconciliation of operating costs before depreciation and amortization, severance and multiemployer pension plan withdrawal costs (or adjusted operating costs)
For the Quarters Ended For the Nine Months Ended
September 25, 2022 September 26, 2021 % Change September 25, 2022 September 26, 2021 % Change
Operating costs $ 503,792 $ 460,127 9.5 % $ 1,504,240 $ 1,302,895 15.5 %
Less:
Depreciation and amortization 21,760 14,326 51.9 % 61,150 43,529 40.5 %
Severance 2,010 476 * 4,670 882 *
Multiemployer pension plan withdrawal costs 1,319 1,275 3.5 % 3,734 3,902 (4.3) %
Adjusted operating costs $ 478,703 $ 444,050 7.8 % $ 1,434,686 $ 1,254,582 14.4 %
* Represents a change equal to or in excess of 100% or not meaningful.

4139

~~Supplementary Information~~

Beginning with the second quarter of 2022, the Company has updated its rounding methodology for subscriptions (including net subscriptions additions), subscribers (including net subscriber additions) and subscriber-related metrics (other than ARPU) and will round to the nearest ten thousand instead of the nearest thousand as it had previously been presenting.

In addition, starting with the second quarter of 2022, the Company has made a change in its methodology for counting subscribers and subscriptions to The Athletic to exclude free trials (which are primarily long-dated (6-12 months) and given as part of its business development partnerships).

In addition, during the second quarter of 2022, the Company identified certain nonmaterial errors in previously released subscription, subscriber and subscriber-related metrics data for the periods presented below.

As a result, our computation of the number of The Athletic subscribers and subscriptions as of the acquisition date each decreased by 72,000, as reported in our second quarter results.

The below supplementary tables, which were included in our second quarter results, update certain historical disclosures for the first quarters of 2021 and 2022 and the fourth quarter of 2021 to reflect the changes in methodology and the error corrections described above. The adjustments had no impact on the Company’s consolidated balance sheets, consolidated statements of comprehensive income (loss) or the consolidated statements of cash flows for any of these periods. The impact of the items noted above on our historical disclosures is as follows:
The following table summarizes the adjustments to digital subscribers as of the end of the first quarters of 2022 and 2021, and fourth quarter of 2021:
First Quarter Fourth Quarter
2022 2022 2021 2021 2021 2021
As Filed Adj Adjusted As Filed Adj Adjusted As Filed Adj Adjusted
Digital-only subscribers(1)
8,328 (98) 8,230 6,101 (18) 6,083 6,840 (57) 6,783
(1) Refer to the corresponding footnotes in the main section of the Results of Operations.

The following table summarizes the adjustments to digital subscriptions as of the end of the first quarter of 2022:
First Quarter 2022
As Filed Adj Adjusted
Digital-only subscriptions(1)
9,620 (41) 9,579
(1) Refer to the corresponding footnotes in the main section of the Results of Operations.

The following table summarizes the adjustments to supplementary subscriber metrics as of the end of the first quarters of 2022 and 2021, and fourth quarter of 2021:
First Quarter Fourth Quarter
2022 2022 2021 2021 2021 2021
As Filed Adj Adjusted As Filed Adj Adjusted As Filed Adj Adjusted
Digital-only subscriber ARPU (1)
$ 9.04 $ 0.09 $ 9.13 $ 9.15 $ 0.03 $ 9.18 $ 9.55 $ 0.05 $ 9.60
Total multiproduct subscribers (1)(2)
2,569 (3) 2,566 2,100 3 2,103 2,351 — 2,351
Digital-only subscribers with News (1)
6,150 (49) 6,101 5,290 (20) 5,270 5,880 (54) 5,826
Subscribers with The Athletic (1)
1,257 (41) 1,216 — — — — — —
(1) Refer to the corresponding footnotes in the main section of the Results of Operations.
(2) Subscribers with paid subscriptions that include access to two or more of the Company’s products, including through separate standalone subscriptions; a digital bundle; or a print home-delivery subscription (which includes access to our digital news product, as well as The Athletic and our Games, Cooking and Wirecutter products). This metric is currently called “Digital-only bundle and multiproduct subscribers” and excludes subscribers with a print home-delivery subscription.


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

	For the Quarters Ended								For the Six Months Ended
(In thousands)	June 30, 2023			June 26, 2022			% Change		June 30, 2023			June 26, 2022			% Change
Operating profit	$	55,775		$	51,661		8.0	%	$	83,675		$	57,945		44.4	%
Add:
Depreciation and amortization	21,858			20,704			5.6	%	42,698			39,390			8.4	%
Severance	713			2,660			(73.2)	%	4,493			2,660			68.9	%
Multiemployer pension plan withdrawal costs	1,084			1,194			(9.2)	%	2,539			2,415			5.1	%
Special items:
Acquisition-related costs	—			—			—		—			34,712			*
Lease-related impairment charge	12,736			—			*		12,736			—			*


Adjusted operating profit	$	92,166		$	76,219		20.9	%	$	146,141		$	137,122		6.6	%
Divided by:
Revenue	590,853			555,680			6.3	%	1,151,592			1,093,105			5.4	%
Operating profit margin	9.4		%	9.3		%	10 bps		7.3		%	5.3		%	200 bps
Adjusted operating profit margin	15.6		%	13.7		%	190 bps		12.7		%	12.5		%	20 bps
* Represents a change equal to or in excess of 100% or not meaningful.


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

	For the Quarters Ended						For the Six Months Ended
(In thousands)	June 30, 2023		June 26, 2022		% Change		June 30, 2023		June 26, 2022		% Change
Operating costs	$	522,342	$	504,019	3.6	%	$	1,055,181	$	1,000,448	5.5	%
Less:
Depreciation and amortization	21,858		20,704		5.6	%	42,698		39,390		8.4	%
Severance	713		2,660		(73.2)	%	4,493		2,660		68.9	%
Multiemployer pension plan withdrawal costs	1,084		1,194		(9.2)	%	2,539		2,415		5.1	%
Adjusted operating costs	$	498,687	$	479,461	4.0	%	$	1,005,451	$	955,983	5.2	%
* Represents a change equal to or in excess of 100% or not meaningful.

4240

LIQUIDITY AND CAPITAL RESOURCES

We believe our cash balance and cash provided by operations, in combination with other sources of cash, will be sufficient to meet our financing needs over the next twelve months. As of ~~September 25, 2022,~~June 30, 2023, we had cash, cash equivalents and short- and long-term marketable securities of ~~$468.6~~$510.4 million. Our cash and marketable securities balances between December ~~26, 2021,~~31, 2022, and ~~September 25, 2022, decreased~~June 30, 2023, increased primarily due to ~~consideration paid for the acquisition of The Athletic~~cash proceeds from operating activities, partially offset by share repurchases, dividend payments and ~~annual incentive~~share-based compensation ~~payments made in the first quarter.~~withholding tax payments.

We have paid quarterly dividends on the Class A and Class B Common Stock each quarter since late 2013. In February ~~2022,~~2023, the Board of Directors approved an increase in the quarterly dividend to ~~$0.09~~$0.11 per share, which was paid in April ~~2022.~~2023. On June 29, ~~2022,~~2023, the Board of Directors declared a quarterly dividend of ~~$0.09~~$0.11 per ~~share~~shares on the Class A and Class B Common Stock, which was paid in July ~~2022. On September 30, 2022, the Board of Directors declared a quarterly dividend of $0.09 per share on the Class A and Class B Common Stock, which was paid in October 2022.~~2023. We currently expect to continue to pay comparable cash dividends in the future, although changes in our dividends will be considered by our Board of Directors in light of our earnings, capital requirements, financial condition and other factors considered relevant.

In February ~~2022,~~2023, the Board of Directors approved a ~~$150.0~~$250.0 million Class A ~~Common Stock~~share repurchase ~~program.~~program in addition to the amount remaining under the existing $150.0 million authorization approved in February 2022. The ~~authorization provides~~authorizations provide that shares of Class A ~~shares~~Common Stock may be purchased from time to time as market conditions warrant, through open market purchases, privately negotiated transactions or other means, including Rule 10b5-1 trading plans. We expect to repurchase shares ~~primarily~~ to offset the impact of dilution from our equity compensation program ~~but subject~~and to ~~market conditions and other factors, we may also make opportunistic repurchases~~return capital to ~~reduce share count.~~our stockholders. There is no expiration date with respect to ~~this authorization.~~these authorizations. As of ~~September 25, 2022, we had repurchased 2,324,708 shares for~~June 30, 2023, and August 4, 2023, repurchases under these authorizations totaled approximately ~~$79.8~~$148.6 million (excluding commissions), respectively, and approximately $251.4 million remained. During the six months ended June 30, 2023, repurchases under ~~this authorization. As of October 28, 2022, we had repurchased 2,778,380 shares for~~these authorizations totaled approximately ~~$93.1~~$43.6 million (excluding commissions) ~~and approximately $56.9 million remained under this authorization.~~.

Capital Resources

Sources and Uses of Cash

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


		For the Nine Months Ended							For the Six Months Ended
(In thousands)	(In thousands)	September 25, 2022		September 26, 2021		% Change		(In thousands)	June 30, 2023		June 26, 2022		% Change
Operating activities	Operating activities	$	85,024	$	209,557	(59.4)	%	Operating activities	$	119,782	$	16,148	*
Investing activities	Investing activities	$	(79,299)	$	(129,685)	(38.9)	%	Investing activities	$	(5,030)	$	(81,190)	*
Financing activities	Financing activities	$	(133,239)	$	(42,954)	210.2	%	Financing activities	$	(90,159)	$	(92,714)	(2.8)	%
* Represents a change equal to or in excess of 100% or not meaningful.								* Represents a change equal to or in excess of 100% or not meaningful.

Operating Activities

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

Net cash provided by operating activities ~~decreased~~increased in the first ~~nine~~six months of ~~2022~~2023 compared with the same prior-year period primarily due to higher ~~cash payments for incentive compensation, higher cash tax payments due to a provision~~net income (which in ~~the Tax Cuts and Jobs Act of 2017 deferring the deduction for research and development expenditures,~~2022 was impacted by a payment related to the acceleration of Athletic stock options in connection with the ~~acquisition, lower net income~~acquisition) and lower cash payments ~~received from prepaid subscriptions, partially offset by higher cash collections from accounts receivable.~~for incentive compensation.

Investing Activities

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

Net cash used in investing activities in the first ~~nine~~six months of ~~2022~~2023 was primarily related to ~~$515.3 million in consideration paid for acquisitions, net of cash acquired, and $27.8 million in~~ capital expenditures ~~payments,~~of $10.8 million, partially offset by ~~$463.2~~$3.5 million in net maturities of marketable securities.

Financing Activities

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

Net cash used in financing activities in the first ~~nine~~six months of ~~2022~~2023 was primarily related to share repurchases of ~~$79.8~~$43.6 million (excluding commissions), dividend payments of ~~$41.9~~$33.2 million and share-based compensation tax withholding payments of ~~$9.8~~$11.6 million.

Free Cash Flow

Free cash flow is a non-GAAP financial measure defined as net cash provided by operating activities, less capital expenditures. The Company considers free cash flow to provide useful information to management and investors about the amount of cash that is available to be used to strengthen the Company’s balance sheet and for strategic opportunities including, among others, investing in the Company’s business, strategic acquisitions, dividend payouts and repurchasing stock. In addition, management uses free cash flow to set targets for return of capital to stockholders in the form of dividends and share repurchases.

The following table presents a reconciliation of net cash provided by operating activities to free cash flow:


	For the Six Months Ended
(In thousands)	June 30, 2023		June 26, 2022
Net cash provided by operating activities	$	119,782	$	16,148
Less: Capital expenditures	(10,792)		(19,005)
Free cash flow	$	108,990	$	(2,857)

Free cash flow in the first six months of 2022 was negatively impacted by a one-time payment related to the acceleration of The Athletic Media Company stock options in connection with the acquisition.

Restricted Cash

We were required to maintain ~~$13.7~~$14.1 million of restricted cash as of ~~September 25, 2022,~~June 30, 2023, and ~~$14.3~~$13.8 million as of December ~~26, 2021,~~31, 2022, substantially all of which is set aside to collateralize workers’ compensation obligations.

Capital Expenditures

Capital expenditures totaled approximately ~~$29~~$11 million and ~~$26~~$20 million in the first ~~nine~~six months of ~~2022~~2023 and ~~2021,~~2022, respectively. The ~~increase~~decrease in capital expenditures in ~~2022~~2023 was primarily driven by higher expenditures in the prior year related to improvements in ~~the~~our Company Headquarters which are intended to address growth in the number of employees and to enhance technologies that support our transition to hybrid work with employees working both from the office and remotely.Headquarters. The cash payments related to capital expenditures totaled approximately ~~$28~~$11 million and ~~$24~~$19 million in the first ~~nine~~six months of ~~2022~~2023 and ~~2021,~~2022, respectively.

~~Third-Party Financing~~Revolving Credit Facility

~~In September 2019,~~On July 27, 2022, we entered into a ~~$250~~$350.0 million five-year unsecured revolving credit facility ~~(the “ 2019 Credit Facility”). On July 27, 2022, the Company entered into an amendment~~that amended and ~~restatement of the 2019 Credit Facility that, among other changes, increased the committed amount to $350.0 million and extended the maturity date to July 27, 2027~~restated a prior facility (as amended and restated, the “Credit Facility”). Certain of our domestic subsidiaries have guaranteed our obligations under the Credit Facility. As of ~~September 25,~~June 30, 2023, and December 31, 2022, there ~~was~~were no borrowings and approximately $0.6 million in outstanding letters of credit, ~~and~~with the remaining committed amount ~~remains~~ available. As of ~~September 25, 2022, there were no outstanding borrowings under the Credit Facility and~~June 30, 2023, the Company was in compliance with the financial covenants contained in ~~the Credit Facility. See Note 7 of the Notes to the Condensed Consolidated Financial Statements for information regarding~~ the Credit Facility.

CRITICAL ACCOUNTING ESTIMATES AND POLICIES

Our critical accounting policies are detailed in our Annual Report on Form 10-K for the year ended December ~~26, 2021.~~31, 2022. Other than as described in Note 2 of the Notes to the Condensed Consolidated Financial Statements, as of ~~September 25, 2022,~~June 30, 2023, our critical accounting policies have not changed from December ~~26, 2021.~~31, 2022.

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 within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Terms such as “aim,” “anticipate,” “believe,” “confidence,” “contemplate,” “continue,” “conviction,” “could,” “drive,” “estimate,” “expect,” “forecast,” “future,” “goal,” “guidance,” “intend,” “likely,” “may,” “might,” “objective,” “opportunity,” “optimistic,” “outlook,” “plan,” “position,” “potential,” “predict,” “project,” “seek,” “should,” “strategy,” “target,” “will,” “would” or similar statements or variations of such words and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such terms. Forward-looking statements are based upon our current expectations, estimates and assumptions and involve risks and uncertainties that change over time; actual results could differ materially from those predicted by such forward-looking statements. These risks and uncertainties include, but are not limited to: significant competition in all aspects of our business; our ability to grow the size and profitability of our subscriber base; our dependence on user and other metrics that are subject to inherent challenges in measurement; ~~our ability to improve and scale our technical and data infrastructure and respond and adapt to changes in technology and consumer behavior;~~ numerous factors that affect our advertising revenues, including ~~economic conditions,~~ market dynamics, evolving digital advertising trends and the evolution of our strategy; economic, market, public health (including Covid-19-related) and geopolitical conditions or other events; damage to our brand or reputation; significant disruptions in our newsprint supply chain or newspaper printing and distribution channels or a significant increase in the ~~impact of the Covid-19 pandemic; economic, geopolitical~~costs to print and ~~other~~distribute our newspaper; risks associated with the international scope of our business and foreign operations; ~~our ability to attract~~risks associated with environmental, social and ~~maintain a talented~~governance matters and ~~diverse workforce; the impact of labor negotiations and agreements;~~any related reporting obligations; adverse results from litigation or governmental investigations; risks associated with ~~the acquisition of~~acquisitions (including The ~~Athletic, including, among others, those related to our ability to~~

~~realize the anticipated benefits of the acquisition, our ability to meet our publicly announced guidance about the impact of the acquisition,~~Athletic), divestitures, investments and ~~the risks associated with The Athletic’s business and operations;~~similar transactions; the risks and challenges associated with investments we make in new and existing products and ~~services, including The Athletic;~~services; risks associated with ~~other acquisitions, divestitures, investments~~attracting and ~~other transactions;~~maintaining a talented and diverse workforce; the impact of labor negotiations and agreements; potential ~~effects~~limits on our operating flexibility ~~as a result of~~due to the nature of significant portions of our expenses; the effects of the size and volatility of our pension plan obligations; liabilities that may result from our participation in multiemployer pension plans; ~~significant disruptions in~~ our ~~newsprint supply chain or newspaper printing~~ability to improve and ~~distribution channels or a significant increase in the costs to print~~scale our technical and ~~distribute our newspaper;~~data infrastructure; security ~~breaches~~incidents and other network and information systems disruptions; our ability to comply with laws and regulations ~~including~~ with respect to privacy, data protection and consumer marketing practices; payment processing risk; defects, delays or interruptions in the cloud-based hosting services we utilize; our ability to protect our intellectual property; claims against us of intellectual property ~~infringement that we have been, and may be in the future, be subject to;~~infringement; our ability to meet our publicly announced guidance and/or targets; the effects of restrictions on our operations as a result of the terms of our credit facility; our future access to capital markets and other financing options; and the concentration of control of our company due to our dual-class capital structure.

More information regarding these risks and uncertainties and other important factors that could cause actual results to differ materially from those in the forward-looking statements is set forth in “Item 1A — Risk Factors” in our Annual Report on Form 10-K for the year ended December ~~26, 2021,~~31, 2022, and “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Quarterly Report on Form 10-Q. Investors are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the date they are made. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Our Annual Report on Form 10-K for the year ended December ~~26, 2021,~~31, 2022, details our disclosures about market risk. As of ~~September 25, 2022,~~June 30, 2023, there were no material changes in our market risks from December ~~26, 2021.~~31, 2022.

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Item 4. Controls and Procedures

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Our management, with the participation of our principal executive officer and our principal financial officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended) as of ~~September 25, 2022.~~June 30, 2023. Based upon such evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of June 30, 2023, 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, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There were no changes in our internal control over financial reporting during the quarter ended ~~September 25, 2022, other than as described in the following paragraph,~~June 30, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

On February 1, 2022, we acquired The Athletic. We are currently integrating The Athletic into our operations and internal control processes and, pursuant to the SEC’s guidance that an assessment of a recently acquired business may be omitted from the scope of an assessment in the year of acquisition, the scope of our assessment of the effectiveness of our internal control over financial reporting at December 31, 2022, will not include The Athletic.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

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, 2021.~~31, 2022.

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

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

On July 7, 2022, we issued 1,000 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 conversion, which was in accordance with our Certificate of Incorporation, did not involve a public offering and was exempt from registration pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended.

In February 2023, in addition to the amount remaining under the 2022 authorization, the Board of Directors approved a ~~$150.0~~$250.0 million Class A ~~Common Stock~~share repurchase program. The ~~authorization provides~~authorizations provide that shares of Class A ~~shares~~Common Stock may be purchased from time to time as market conditions warrant, through open market purchases, privately negotiated transactions or other means, including Rule 10b5-1 trading plans. We expect to repurchase shares ~~primarily~~ to offset the impact of dilution from our equity compensation program ~~but subject~~and to ~~market conditions and other factors, we may also make opportunistic repurchases~~return capital to ~~reduce share count.~~our stockholders. There is no expiration date with respect to ~~this authorization.~~these authorizations. As of ~~September 25, 2022,~~June 30, 2023, repurchases under ~~this authorization~~these authorizations totaled approximately ~~$79.8~~$148.6 million (excluding commissions) and approximately ~~$70.2~~$251.4 million remained.

Period Total numbers 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
June 27, 2022 - July 31, 2022 460,378 $ 28.98 460,378 $ 82,226,000
August 1, 2022 - August 28, 2022 60,000 $ 31.89 60,000 $ 80,312,000
August 29, 2022 - September 25, 2022 330,000 $ 30.63 330,000 $ 70,244,000
Total for the third quarter of 2022 850,378 $ 29.79 850,378 $ 70,244,000


Period	Total numbers 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
April 1, 2023 - April 30, 2023	—	$	—	—	$	264,302,000
May 1, 2023 - May 31, 2023	262,288	$	36.21	262,288	$	251,983,000
June 1, 2023 - June 30, 2023	95,200	$	35.60	95,200	$	251,438,000
Total for the second quarter of 2023	357,488	$	36.00	357,488	$	251,438,000

Item 5. Other Information

Securities Trading Plans of Directors and Executive Officers

During the three months ended June 30, 2023, none of our directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of the Company’s securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement” (as defined in Item 408(c) of Regulation S-K).

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Item 6. Exhibits


Exhibit No.

~~10.1~~						Credit Agreement, dated as of July 27, 2022, among The New York Times Company, as borrower, the financial institutions party thereto as Lenders, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, J.P. Morgan Chase Bank, National Association and Wells Fargo Bank, National Association, as Co-Syndication Agents, U.S. Bank National Association and Truist Bank, as Co-Documentation Agents and BOFA Securities, Inc., JPMorgan Chase Bank, National Association and Wells Fargo Securities, LLC, as Joint Lead Arrangers and Joint Bookrunners (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed July 28, 2022)*

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

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

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

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

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

101.SCH						Inline XBRL Taxonomy Extension Schema Document.

101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document.

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

*Schedules to this Exhibit have been omitted in accordance with Regulation S-K Items 601(a)(5). The Registrant agrees to furnish supplementally a copy of all omitted schedules to the Securities and Exchange Commission on a confidential basis upon request.

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SIGNATURES

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


		THE NEW YORK TIMES COMPANY
		(Registrant)

Date:	~~November 2, 2022~~August 8, 2023	/s/ ~~Roland A. Caputo~~William Bardeen
		~~Roland A. Caputo~~William Bardeen Executive Vice President and Chief Financial Officer (Principal Financial Officer)

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(In thousands)	Preliminary Purchase Price Allocation		Estimated Useful Life (in years)
Total current assets	$	18,495
Property, plant and equipment	281		3- 5
Right of use asset (1)	2,612
Trademark (2)	160,000		20
Existing subscriber base (2)	135,000		12
Developed technology (2)	35,000		5
Content archive (2)	2,000		2
Goodwill	249,792		Indefinite
Total current liabilities (3)	(41,107)
Other liabilities — Other	(3,491)
Deferred tax liability, net (4)	(35,116)

Total purchase price	$	523,466


	Quarters Ended				Nine Months Ended
(In thousands)	September 25, 2022		September 26, 2021		September 25, 2022		September 26, 2021
Balance at the beginning of the period	$	5,858	$	7,450	$	7,450	$	8,431

Payments	—		—		(1,724)		(862)
Fair value adjustments (1)	—		—		132		(119)
Contingent consideration at the end of the period	$	5,858	$	7,450	$	5,858	$	7,450
(1) Fair value adjustments are included in General and administrative costs in our Condensed Consolidated Statements of Operations.


	For the Quarters Ended
(In thousands except for ARPU)	September 25, 2022		June 26, 2022		March 27, 2022		December 26, 2021		September 26, 2021
Digital-only subscriber ARPU(1)	$	8.87	$	8.83	$	9.13	$	9.60	$	9.64
Digital-only bundle and multiproduct subscribers(2)	2,130		1,980		1,835		1,607		1,491
Digital-only subscribers with News(3)	6,210		6,140		6,101		5,826		5,665
Digital-only subscribers with The Athletic(4)	2,290		1,690		1,216		—		—
(1) “Digital-only subscriber Average Revenue per User” or “Digital-only subscriber ARPU” is calculated by dividing the average monthly digital subscription revenue (calculated by dividing digital subscription revenue in the quarter by 3.25 to reflect a 28-day billing cycle) in the measurement period by the average number of digital subscribers during the period.
(2) Subscribers with a digital bundle or paid digital-only subscriptions that include access to two or more of the Company’s products, including through separate standalone subscriptions. This metric was previously called “Total Multiproduct subscribers” and included subscribers with a print home-delivery subscription. The four quarters prior to the third quarter of 2022 have been recast to reflect this change.
(3) Subscribers with a paid digital-only subscription that includes the ability to access the Company’s digital news product.
(4) Subscribers with a paid digital-only subscription that includes the ability to access The Athletic. This metric was previously called “Subscribers with The Athletic”.


Beginning with the second quarter of 2022, the Company has updated its rounding methodology for subscriptions (including net subscriptions additions), subscribers (including net subscriber additions) and subscriber-related metrics (other than ARPU) and will round to the nearest ten thousand instead of the nearest thousand as it had previously been presenting. In addition, starting with the second quarter of 2022, the Company has made a change in its methodology for counting subscribers and subscriptions to The Athletic to exclude free trials (which are primarily long-dated (6-12 months) and given as part of its business development partnerships). In addition, during the second quarter of 2022, the Company identified certain nonmaterial errors in previously released subscription, subscriber and subscriber-related metrics data for the periods presented below. As a result, our computation of the number of The Athletic subscribers and subscriptions as of the acquisition date each decreased by 72,000, as reported in our second quarter results. The below supplementary tables, which were included in our second quarter results, update certain historical disclosures for the first quarters of 2021 and 2022 and the fourth quarter of 2021 to reflect the changes in methodology and the error corrections described above. The adjustments had no impact on the Company’s consolidated balance sheets, consolidated statements of comprehensive income (loss) or the consolidated statements of cash flows for any of these periods. The impact of the items noted above on our historical disclosures is as follows:

The following table summarizes the adjustments to digital subscribers as of the end of the first quarters of 2022 and 2021, and fourth quarter of 2021:

	First Quarter						Fourth Quarter
	2022		2022	2021		2021	2021		2021
	As Filed	Adj	Adjusted	As Filed	Adj	Adjusted	As Filed	Adj	Adjusted
Digital-only subscribers(1)	8,328	(98)	8,230	6,101	(18)	6,083	6,840	(57)	6,783
(1) Refer to the corresponding footnotes in the main section of the Results of Operations.