UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended ~~September 30, 2023~~March 31, 2024

☐ 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 ~~November~~May 3, ~~2023~~2024 (exclusive of treasury shares):


Class A Common Stock	~~163,626,379~~163,530,462	shares
Class B Common Stock	780,724	shares

THE NEW YORK TIMES COMPANY

INDEX

PART I

Financial Information

PART I

Financial Information

Item

Financial Statements

Item

Financial Statements

Condensed Consolidated Balance Sheets as of September 30, 2023 (unaudited) and December 31, 2022

Condensed Consolidated Statements of Operations (unaudited) for the quarters and nine months ended September 30, 2023 and September 25, 2022

Condensed Consolidated Statements of Comprehensive Income (unaudited) for the quarters and nine months ended September 30, 2023 and September 25, 2022

Condensed Consolidated Statements of Changes In Stockholders’ Equity (unaudited) for the quarters and nine months ended September 30, 2023 and September 25, 2022

Condensed Consolidated Statements of Cash Flows (unaudited) for the nine months ended September 30, 2023 and September 25, 2022

Notes to the Condensed Consolidated Financial Statements

Condensed Consolidated Balance Sheets as of March 31, 2024 (unaudited) and December 31, 2023

Condensed Consolidated Statements of Operations (unaudited) for the quarters ended March 31, 2024 and March 31, 2023

Condensed Consolidated Statements of Comprehensive Income (unaudited) for the quarters ended March 31, 2024 and March 31, 2023

Condensed Consolidated Statements of Changes In Stockholders’ Equity (unaudited) for the quarters ended March 31, 2024 and March 31, 2023

Financial Information

Condensed Consolidated Statements of Cash Flows (unaudited) for the quarters ended March 31, 2024 and March 31, 2023

Notes to the Condensed Consolidated Financial Statements

Item

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

Item

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

Item

Quantitative and Qualitative Disclosures About Market Risk

Item

Quantitative and Qualitative Disclosures About Market Risk

Item

Controls and Procedures

Item

Controls and Procedures

PART II

Other Information

Item

Legal Proceedings

Item

Risk Factors

Other Information

Item

Risk Factors

Item

Unregistered Sales of Equity Securities and Use of Proceeds

Item

Unregistered Sales of Equity Securities and Use of Proceeds

Item

Other Information

Item

Other Information

Item

Exhibits

Item

Exhibits

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 30, 2023

December 31, 2022

(Unaudited)

March 31, 2024

December 31, 2023

(Unaudited)

Assets

Current assets

Cash and cash equivalents

235,566

221,385

Short-term marketable securities

162,737

125,972

Accounts receivable (net of allowances of $11,583 in 2023 and $12,260 in 2022)

164,038

217,533

Accounts receivable (net of allowances of $12,637 in 2024 and $12,800 in 2023)

Prepaid expenses

56,653

54,859

Other current assets

39,096

35,926

Total current assets

658,090

655,675

Other assets

Long-term marketable securities

189,454

138,917

Property, plant and equipment (less accumulated depreciation and amortization of $862,874 in 2023 and $823,024 in 2022)

523,753

553,698

Long-term marketable securities

Property, plant and equipment (less accumulated depreciation and amortization of $882,583 in 2024 and $870,329 in 2023)

Goodwill

413,306

414,046

Intangible assets, net

292,819

317,314

Deferred income taxes

116,136

96,363

Miscellaneous assets

352,972

357,739

Total assets

2,546,530

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 30, 2023

December 31, 2022

(Unaudited)

March 31, 2024

December 31, 2023

(Unaudited)

Liabilities and stockholders’ equity

Current liabilities

Accounts payable

119,774

114,646

Accrued payroll and other related liabilities

138,000

164,564

Unexpired subscriptions revenue

156,634

155,945

Accrued expenses and other

139,601

136,055

Accrued expenses and other

Total current liabilities

554,009

571,210

Other liabilities

Pension benefits obligation

213,609

225,300

Postretirement benefits obligation

26,239

26,455

Other

97,433

110,815

Total other liabilities

337,281

362,570

Stockholders’ equity

Common stock of $.10 par value:

Class A – authorized: 300,000,000 shares; issued: 2023 – 176,811,304; 2022 – 176,288,596 (including treasury shares: 2023 – 13,165,882; 2022 – 12,004,865)

17,683

17,629

Class B – convertible – authorized and issued shares: 2022 – 780,724; 2021 – 780,724

Common stock of $.10 par value:

Class A – authorized: 300,000,000 shares; issued: 2024 – 177,507,685; 2023 – 176,951,162 (including treasury shares: 2024 – 13,893,393; 2023 – 13,189,925)

Class B – convertible – authorized and issued shares: 2024 – 780,724; 2023 – 780,724

Additional paid-in capital

279,897

255,515

Retained earnings

2,026,304

1,958,859

Common stock held in treasury, at cost

(319,858)

(276,267)

Accumulated other comprehensive loss, net of income taxes:

Foreign currency translation adjustments

(1,357)

(510)

Foreign currency translation adjustments

Funded status of benefit plans

(345,521)

(348,947)

Net unrealized loss on available-for-sale securities

(3,991)

(8,390)

Total accumulated other comprehensive loss, net of income taxes

(350,869)

(357,847)

Total New York Times Company stockholders’ equity

1,653,235

1,597,967

Noncontrolling interest

2,005

Total stockholders’ equity

1,655,240

1,599,972

Total liabilities and stockholders’ equity

2,546,530

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
		September 30, 2023		September 25, 2022		September 30, 2023		September 25, 2022

		March 31, 2024
		March 31, 2024
		March 31, 2024

Revenues

Revenues

Revenues	Revenues
Subscription	Subscription	$	418,577	$	382,672	$	1,225,709	$	1,138,270
Subscription
Subscription
Advertising
Advertising
Advertising	Advertising	117,113		110,467		341,124		344,116
Other	Other	62,655		54,541		183,104		158,399
Other
Other
Total revenues
Total revenues
Total revenues	Total revenues	598,345		547,680		1,749,937		1,640,785
Operating costs	Operating costs
Operating costs
Operating costs
Cost of revenue (excluding depreciation and amortization)
Cost of revenue (excluding depreciation and amortization)
Cost of revenue (excluding depreciation and amortization)	Cost of revenue (excluding depreciation and amortization)	311,135		294,856		927,910		876,804
Sales and marketing	Sales and marketing	62,635		64,732		191,910		205,089
Sales and marketing
Sales and marketing
Product development
Product development
Product development	Product development	57,433		50,474		170,542		148,729
General and administrative	General and administrative	81,870		71,970		235,194		212,468
General and administrative
General and administrative
Depreciation and amortization	Depreciation and amortization	21,475		21,760		64,173		61,150
Acquisition-related costs		—		—		—		34,712
Impairment charges		2,503		—		15,239		—
Multiemployer pension plan liability adjustment		(2,273)		(7,127)		(2,273)		(7,127)
Depreciation and amortization
Depreciation and amortization
Generative AI Litigation Costs
Generative AI Litigation Costs
Generative AI Litigation Costs

Total operating costs

Total operating costs

Total operating costs	Total operating costs	534,778		496,665		1,602,695		1,531,825
Operating profit	Operating profit	63,567		51,015		147,242		108,960
Other components of net periodic benefit (income)/costs		(684)		1,757		(2,053)		4,903
Operating profit
Operating profit
Other components of net periodic benefit (costs)/income
Other components of net periodic benefit (costs)/income
Other components of net periodic benefit (costs)/income

Interest income and other, net

Interest income and other, net

Interest income and other, net	Interest income and other, net	5,736		1,579		13,426		38,258
Income before income taxes	Income before income taxes	69,987		50,837		162,721		142,315
Income before income taxes
Income before income taxes
Income tax expense
Income tax expense
Income tax expense	Income tax expense	16,372		14,220		40,211		39,196

Net income	Net income	$	53,615	$	36,617	$	122,510	$	103,119

Net income

Net income
Average number of common shares outstanding:
Average number of common shares outstanding:
Average number of common shares outstanding:	Average number of common shares outstanding:
Basic	Basic	164,568		166,433		164,752		167,290
Basic
Basic
Diluted
Diluted
Diluted	Diluted	165,406		166,497		165,436		167,418
Basic earnings per share attributable to common stockholders	Basic earnings per share attributable to common stockholders	$	0.33	$	0.22	$	0.74	$	0.62
Basic earnings per share attributable to common stockholders
Basic earnings per share attributable to common stockholders
Diluted earnings per share attributable to common stockholders
Diluted earnings per share attributable to common stockholders
Diluted earnings per share attributable to common stockholders	Diluted earnings per share attributable to common stockholders	$	0.32	$	0.22	$	0.74	$	0.62
Dividends declared per share	Dividends declared per share	$	0.11	$	0.09	$	0.33	$	0.18
Dividends declared per share
Dividends declared per share

(1) First quarter 2023 was recast to conform to the current presentation of total operating costs.

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
	March 31, 2024		March 31, 2023
Net income	$	40,417	$	22,321
Other comprehensive income, before tax:
(Loss)/gain on foreign currency translation adjustments	(1,846)		848
Pension and postretirement benefits obligation	3,288		1,553
Net unrealized (loss)/gain on available-for-sale securities	(709)		2,602
Other comprehensive income, before tax	733		5,003
Income tax expense	230		1,294
Other comprehensive income, net of tax	503		3,709


Comprehensive income attributable to common stockholders	$	40,920	$	26,030

For the Quarters Ended For the Nine Months Ended
September 30, 2023 September 25, 2022 September 30, 2023 September 25, 2022
Net income $ 53,615 $ 36,617 $ 122,510 $ 103,119
Other comprehensive income/(loss), before tax:
Loss on foreign currency translation adjustments (2,333) (7,603) (1,199) (13,219)
Pension and postretirement benefits obligation 1,550 5,247 4,656 15,371
Net unrealized gain/(loss) on available-for-sale securities 1,886 (1,631) 5,984 (11,458)
Other comprehensive income/(loss), before tax 1,103 (3,987) 9,441 (9,306)
Income tax expense/(benefit) 290 (983) 2,463 (2,467)
Other comprehensive income/(loss), net of tax 813 (3,004) 6,978 (6,839)
Comprehensive income attributable to common stockholders $ 54,428 $ 33,613 $ 129,488 $ 96,280

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 30,~~March 31, 2024 and March 31, 2023 ~~and September 25, 2022~~

(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		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 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
Balance, December 31, 2022
Balance, December 31, 2022
Balance, December 31, 2022
Balance, December 31, 2022
Balance, December 31, 2022
Balance, December 31, 2022
Balance, December 31, 2022
Balance, December 31, 2022
Balance, December 31, 2022
Balance, December 31, 2022
Balance, December 31, 2022
Balance, December 31, 2022
Balance, December 31, 2022
Balance, December 31, 2022
Balance, December 31, 2022
Balance, December 31, 2022
Balance, December 31, 2022
Balance, December 31, 2022
Balance, December 31, 2022
Balance, December 31, 2022
Balance, December 31, 2022
Balance, December 31, 2022
Balance, December 31, 2022
Balance, December 31, 2022
Balance, December 31, 2022
Balance, December 31, 2022
Net income	Net income	—		—		36,617		—		—		36,617		—		36,617
Dividends	Dividends	—		—		(15,111)		—		—		(15,111)		—		(15,111)
Other comprehensive loss	Other comprehensive loss	—		—		—		—		(3,004)		(3,004)		—		(3,004)
Issuance of stock-based awards, net of withholding taxes:	Issuance of stock-based awards, net of withholding taxes:

Restricted stock units vested – 11,655 Class A shares		2		(209)		—		—		—		(207)		—		(207)
Restricted stock units vested – 267,069 Class A shares

Share repurchases – 850,378 Class A shares		—		—		—		(25,334)		—		(25,334)		—		(25,334)
Restricted stock units vested – 267,069 Class A shares

Restricted stock units vested – 267,069 Class A shares
Performance-based awards - 106,419 Class A shares
Share repurchases – 803,529 Class A shares
Stock-based compensation	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
Balance, March 31, 2023

Balance, June 30, 2023		$	17,751	$	267,975	$	1,991,029	$	(319,858)	$	(351,682)	$	1,605,215	$	2,005	$	1,607,220
Balance, December 31, 2023
Balance, December 31, 2023
Balance, December 31, 2023
Net income	Net income	—		—		53,615		—		—		53,615		—		53,615
Dividends	Dividends	—		—		(18,340)		—		—		(18,340)		—		(18,340)
Other comprehensive income	Other comprehensive income	—		—		—		—		813		813		—		813
Issuance of stock-based awards, net of withholding taxes:	Issuance of stock-based awards, net of withholding taxes:

Restricted stock units vested – 87,054 Class A shares		10		(2,641)		—		—		—		(2,631)		—		(2,631)
Restricted stock units vested – 470,820 Class A shares

Restricted stock units vested – 470,820 Class A shares

Restricted stock units vested – 470,820 Class A shares
Performance-based awards – 85,703 Class A shares
Share repurchases – 703,468 Class A shares
Stock-based compensation	Stock-based compensation	—		14,563		—		—		—		14,563		—		14,563
Balance, September 30, 2023		$	17,761	$	279,897	$	2,026,304	$	(319,858)	$	(350,869)	$	1,653,235	$	2,005	$	1,655,240
Balance, March 31, 2024

~~THE NEW YORK TIMES COMPANY~~

~~CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY~~

~~For the Nine Months Ended September 30, 2023 and September 25, 2022~~

~~(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 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 stock-based awards, net of withholding taxes:
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
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 — — 122,510 — — 122,510 — 122,510
Dividends — — (55,065) — — (55,065) — (55,065)
Other comprehensive income — — — — 6,978 6,978 — 6,978
Issuance of stock-based awards, net of withholding taxes:
Restricted stock units vested – 416,289 Class A shares 44 (11,226) — — — (11,182) — (11,182)
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 — 38,716 — — — 38,716 — 38,716
Balance, September 30, 2023 $ 17,761 $ 279,897 $ 2,026,304 $ (319,858) $ (350,869) $ 1,653,235 $ 2,005 $ 1,655,240

THE NEW YORK TIMES COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)


			For the Nine Months Ended
			September 30, 2023		September 25, 2022
		For the Three Months Ended						For the Three Months Ended
		March 31, 2024					March 31, 2024		March 31, 2023
Cash flows from operating activities	Cash flows from operating activities
Net income
Net income
Net income	Net income		$	122,510	$	103,119
Adjustments to reconcile net income to net cash provided by operating activities:	Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization	Depreciation and amortization		64,173		61,150

Depreciation and amortization

Depreciation and amortization

Amortization of right of use asset
Amortization of right of use asset
Amortization of right of use asset	Amortization of right of use asset		7,184		7,465
Stock-based compensation expense	Stock-based compensation expense		38,716		25,299
Multiemployer pension plan liability adjustment			(2,273)		(7,127)
Impairment charges			15,239		—
Gain on sale of land			—		(34,227)

Change in long-term retirement benefit obligations	Change in long-term retirement benefit obligations		(21,339)		(19,100)

Contingent consideration fair value adjustment			2,813		—

Change in long-term retirement benefit obligations

Change in long-term retirement benefit obligations

Other – net	Other – net		2,582		273
Changes in operating assets and liabilities, net of business acquisitions:

Other – net

Other – net
Changes in operating assets and liabilities:
Accounts receivable – net
Accounts receivable – net
Accounts receivable – net	Accounts receivable – net		53,494		74,869
Other assets	Other assets		9		(25,575)
Accounts payable, accrued payroll and other liabilities	Accounts payable, accrued payroll and other liabilities		(59,698)		(106,174)
Unexpired subscriptions	Unexpired subscriptions		690		5,052
Other noncurrent assets and liabilities
Net cash provided by operating activities	Net cash provided by operating activities		224,100		85,024
Cash flows from investing activities	Cash flows from investing activities
Purchases of marketable securities	Purchases of marketable securities		(186,018)		(6,650)
Purchases of marketable securities
Purchases of marketable securities
Maturities of marketable securities	Maturities of marketable securities		100,515		469,863

Business acquisitions, net of cash acquired			—		(515,299)
Sales of investments – net			—		(1,886)

Capital expenditures

Capital expenditures

Capital expenditures	Capital expenditures		(16,539)		(27,809)
Other – net	Other – net		4,754		2,482
Net cash used in investing activities			(97,288)		(79,299)
Net cash (used in)/provided by investing activities
Cash flows from financing activities	Cash flows from financing activities
Long-term obligations:	Long-term obligations:
Long-term obligations:
Long-term obligations:

Dividends paid

Dividends paid

Dividends paid	Dividends paid		(51,360)		(41,878)
Payment of contingent consideration	Payment of contingent consideration		(2,586)		(1,724)
Capital shares:	Capital shares:
Proceeds from stock option exercises			—		3

Repurchases

Repurchases

Repurchases	Repurchases		(43,591)		(79,803)
Share-based compensation tax withholding	Share-based compensation tax withholding		(14,279)		(9,837)
Net cash used in financing activities	Net cash used in financing activities		(111,816)		(133,239)
Net increase/(decrease) in cash, cash equivalents and restricted cash			14,996		(127,514)
Net (decrease)/increase in cash, cash equivalents and restricted cash
Effect of exchange rate changes on cash	Effect of exchange rate changes on cash		(310)		(3,074)
Cash, cash equivalents and restricted cash at the beginning of the period	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	Cash, cash equivalents and restricted cash at the end of the period		$	249,859	$	203,718

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 30, 2023,~~March 31, 2024, and December 31, ~~2022,~~2023, and the results of operations, changes in stockholders’ equity and cash flows of the Company for the periods ended ~~September 30, 2023,~~March 31, 2024, and ~~September 25, 2022.~~March 31, 2023. 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 31, ~~2022.~~2023. 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 ~~third~~first quarter of ~~2023 included~~2024 includes an additional day compared with the ~~third~~first quarter of ~~2022~~2023 as a result of ~~the change in the Company’s fiscal year to the calendar~~2024 being a leap year.

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

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

Reclassification

Beginning with the third quarter of 2023, we have updated our presentation of total operating costs to include operating items that are outside the ordinary course of our operations (“special items”). These items have been previously presented separate from operating costs and included in operating profit. We recast operating costs for the prior periods in order to present comparable financial results. There was no change to consolidated operating profit, net income or cash flows as a result of this change.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

As of ~~September 30, 2023,~~March 31, 2024, our significant accounting policies, which are detailed in our Annual Report on Form 10-K for the year ended December 31, ~~2022,~~2023, have not changed.

Recently Issued Accounting Pronouncements


Accounting Standard Updates	Topic	Effective Period	Summary
2023-09	Income Taxes (Topic 740): Improvements to Income Tax Disclosures	Fiscal years, beginning after December 15, 2025. Early adoption is permitted.	Requires entities to provide disaggregated income tax disclosures on the rate reconciliation and income taxes paid. We are currently in the process of evaluating the impact of this guidance on the Company’s disclosures.
2023-07	Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures	Fiscal years, beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted.	Requires disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items to reconcile to segment profit or loss, and the title and position of the entity’s CODM. The amendments in this update also expand the interim segment disclosure requirements. We are currently in the process of evaluating the impact of this guidance on the Company’s disclosures.

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 Cooking, Games and Wirecutter products), and single-copy and bulk sales of our print products. Subscription revenues are based on both the number of digital-only subscriptions and 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 open-market 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.~~advertisements (including direct-sold programmatic advertising). 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 NEW YORK TIMES COMPANY~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

The Athletic has revenue from direct-sold display advertising (including direct-sold programmatic 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”), ~~television and film,~~retail commerce, our live events business, ~~retail commerce and~~ our student subscription sponsorship ~~program.~~program and books, television and film.

Subscription, advertising and other revenues were as follows:


		For the Quarters Ended								For the Nine Months Ended
		For the Quarters Ended
		For the Quarters Ended
		For the Quarters Ended
(In thousands)
(In thousands)
(In thousands)	(In thousands)	September 30, 2023		As % of total		September 25, 2022		As % of total		September 30, 2023		As % of total		September 25, 2022		As % of total
Subscription	Subscription	$	418,577	70.0	%	$	382,672	69.9	%	$	1,225,709	70.0	%	$	1,138,270	69.3	%
Subscription
Subscription
Advertising
Advertising
Advertising	Advertising	117,113		19.6	%	110,467		20.1	%	341,124		19.5	%	344,116		21.0	%
Other (1)	Other (1)	62,655		10.4	%	54,541		10.0	%	183,104		10.5	%	158,399		9.7	%
Other (1)
Other (1)
Total	Total	$	598,345	100.0	%	$	547,680	100.0	%	$	1,749,937	100.0	%	$	1,640,785	100.0	%
Total
Total

(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 ~~$6.8~~$6.7 million and $7.3 million for the ~~third~~first quarters of ~~2023~~2024 and ~~2022, respectively, and $20.5 million and $21.5 million for the first nine months of~~ 2023, ~~and 2022,~~ respectively.

The following table summarizes digital and print subscription revenues, which are components of subscription revenues above, for the ~~third~~ quarters ended March 31, 2024, and ~~first nine months ended September 30, 2023, and September 25, 2022:~~March 31, 2023:


		For the Quarters Ended								For the Nine Months Ended
		For the Quarters Ended
		For the Quarters Ended
		For the Quarters Ended
(In thousands)
(In thousands)
(In thousands)	(In thousands)	September 30, 2023		As % of total		September 25, 2022		As % of total		September 30, 2023		As % of total		September 25, 2022		As % of total
Digital-only subscription revenues(1)	Digital-only subscription revenues(1)	$	282,228	67.4	%	$	243,889	63.7	%	$	810,770	66.1	%	$	709,378	62.3	%
Digital-only subscription revenues (1)
Digital-only subscription revenues (1)
Print subscription revenues (2)
Print subscription revenues (2)
Print subscription revenues(2)	Print subscription revenues(2)	136,349		32.6	%	138,783		36.3	%	414,939		33.9	%	428,892		37.7	%
Total subscription revenues	Total subscription revenues	$	418,577	100.0	%	$	382,672	100.0	%	$	1,225,709	100.0	%	$	1,138,270	100.0	%
(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.
Total subscription revenues
Total subscription revenues
(1) Includes revenue from bundled and standalone subscriptions to our news product, as well as to The Athletic and 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 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 our Cooking, Games and Wirecutter products.
(2) Includes domestic home-delivery subscriptions, which include access to our digital products. Also includes single-copy, NYT International and Other subscription revenues.	(2) Includes domestic home-delivery subscriptions, which include access to our digital products. Also includes single-copy, NYT International and Other subscription revenues.																	(2) Includes domestic home-delivery subscriptions, which include access to our digital products. Also includes single-copy, NYT International and Other subscription revenues.

THE NEW YORK TIMES COMPANY

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table summarizes digital and print advertising revenues, which are components of advertising revenues above, for the ~~third~~ quarters ended March 31, 2024, and ~~first nine months ended September 30, 2023, and September 25, 2022:~~March 31, 2023:


		For the Quarters Ended								For the Nine Months Ended
		For the Quarters Ended
		For the Quarters Ended
		For the Quarters Ended
(In thousands)
(In thousands)
(In thousands)	(In thousands)	September 30, 2023		As % of total		September 25, 2022		As % of total		September 30, 2023		As % of total		September 25, 2022		As % of total
Advertising revenues:	Advertising revenues:
Advertising revenues:
Advertising revenues:
Digital
Digital
Digital	Digital	$	75,001	64.0	%	$	70,282	63.6	%	$	210,076	61.6	%	$	206,588	60.0	%
Print	Print	42,112		36.0	%	40,185		36.4	%	131,048		38.4	%	137,528		40.0	%
Print
Print
Total advertising	Total advertising	$	117,113	100.0	%	$	110,467	100.0	%	$	341,124	100.0	%	$	344,116	100.0	%
Total advertising
Total advertising

Performance Obligations

We have remaining performance obligations related to digital archive and other licensing and certain advertising contracts. As of ~~September 30, 2023,~~March 31, 2024, the aggregate amount of the transaction price allocated to the remaining performance obligations for contracts with a duration greater than one year was approximately ~~$194~~$183 million. The Company will recognize this revenue as performance obligations are satisfied. We expect that approximately ~~$23~~$76 million, ~~$74~~$76 million and ~~$97~~$31 million will be recognized in the remainder of ~~2023,~~ 2024, 2025 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,~~2023, were ~~$155.9~~$172.8 million, of which approximately ~~$149~~$110 million was recognized as revenues during the ~~nine~~three months ended ~~September 30, 2023.~~March 31, 2024.

Contract Assets

As of ~~September 30, 2023,~~March 31, 2024, and December 31, ~~2022,~~2023, the Company had ~~$3.7~~$3.3 million and $3.5 million, respectively, in contract assets recorded in the Condensed Consolidated Balance Sheets related to digital archiving licensing revenue. The contract asset is reclassified to Accounts receivable when the customer is invoiced based on the contractual billing schedule.

THE NEW YORK TIMES COMPANY

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 4. MARKETABLE SECURITIES

The Company accounts for its marketable securities as available for sale (“AFS”). Pre-tax net unrealized losses in Accumulated other comprehensive income (“AOCI”) were ~~$5.4~~$1.4 million and ~~$11.4~~$0.7 million as of ~~September 30, 2023,~~March 31, 2024, and December 31, ~~2022,~~2023, respectively.

The following tables present the amortized cost, gross unrealized gains and losses, and fair market value of our AFS securities as of ~~September 30, 2023,~~March 31, 2024, and December 31, ~~2022:~~2023:


			September 30, 2023
		March 31, 2024													March 31, 2024
(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
Short-term AFS securities
U.S. Treasury securities
U.S. Treasury securities
U.S. Treasury securities
Corporate debt securities
U.S. governmental agency securities

Total short-term AFS securities
Total short-term AFS securities
Total short-term AFS securities
Long-term AFS securities
Corporate debt securities
Corporate debt securities
Corporate debt securities	Corporate debt securities		$	119,854	$	—	$	(3,089)	$	116,765
U.S. Treasury securities	U.S. Treasury securities		35,673		—		(562)		35,111
U.S. governmental agency securities	U.S. governmental agency securities		11,000		—		(139)		10,861

Total short-term AFS securities			$	166,527	$	—	$	(3,790)	$	162,737
Long-term AFS securities
U.S. Treasury securities			$	126,739	$	5	$	(1,026)	$	125,718
Corporate debt securities			59,542		7		(525)		59,024
U.S. governmental agency securities			4,828		—		(116)		4,712
Total long-term AFS securities	Total long-term AFS securities		$	191,109	$	12	$	(1,667)	$	189,454


		December 31, 2023													December 31, 2023
(In thousands)											(In thousands)	Amortized Cost	Gross Unrealized Gains	Gross Unrealized Losses		Fair Value
Short-term AFS securities
U.S. Treasury securities
U.S. Treasury securities
U.S. Treasury securities
Corporate debt securities
U.S. governmental agency securities
			December 31, 2022
(In thousands)			Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value

Short-term AFS securities
Total short-term AFS securities
Total short-term AFS securities
Total short-term AFS securities
Long-term AFS securities
Corporate debt securities
Corporate debt securities
Corporate debt securities	Corporate debt securities		$	52,315	$	—	$	(1,286)	$	51,029
U.S. Treasury securities	U.S. Treasury securities		45,096		—		(963)		44,133
U.S. governmental agency securities	U.S. governmental agency securities		22,806		—		(722)		22,084
Municipal securities			8,903		—		(177)		8,726
Total short-term AFS securities			$	129,120	$	—	$	(3,148)	$	125,972
Long-term AFS securities
U.S. Treasury securities			$	25,990	$	—	$	(1,576)	$	24,414
Corporate debt securities			115,207		—		(6,377)		108,830
U.S. governmental agency securities			5,999		—		(326)		5,673
Total long-term AFS securities	Total long-term AFS securities		$	147,196	$	—	$	(8,279)	$	138,917

THE NEW YORK TIMES COMPANY

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following tables represent the AFS securities as of ~~September 30, 2023,~~March 31, 2024, and December 31, ~~2022,~~2023, 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:


		March 31, 2024																					March 31, 2024
		Less than 12 Months																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
Short-term AFS securities
U.S. Treasury securities
U.S. Treasury securities
U.S. Treasury securities
Corporate debt securities
U.S. governmental agency securities
			September 30, 2023
			Less than 12 Months				12 Months or Greater				Total
(In thousands)			Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses

Short-term AFS securities
Total short-term AFS securities
Total short-term AFS securities
Total short-term AFS securities
Long-term AFS securities
Corporate debt securities
Corporate debt securities
Corporate debt securities	Corporate debt securities		$	11,288	$	(37)	$	105,476	$	(3,052)	$	116,764	$	(3,089)
U.S. Treasury securities	U.S. Treasury securities		7,361		(6)		33,518		(992)		40,879		(998)
U.S. governmental agency securities	U.S. governmental agency securities		—		—		10,861		(139)		10,861		(139)

Total short-term AFS securities			$	18,649	$	(43)	$	149,855	$	(4,183)	$	168,504	$	(4,226)
Long-term AFS securities
U.S. Treasury securities			$	103,039	$	(488)	$	2,188	$	(103)	$	105,227	$	(591)
Corporate debt securities			48,226		(224)		5,891		(301)		54,117		(525)
U.S. governmental agency securities			3,762		(66)		950		(49)		4,712		(115)
Total long-term AFS securities	Total long-term AFS securities		$	155,027	$	(778)	$	9,029	$	(453)	$	164,056	$	(1,231)


			December 31, 2022
			Less than 12 Months				12 Months or Greater				Total
		December 31, 2023																					December 31, 2023
		Less than 12 Months																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
Corporate debt securities			$	3,799	$	(11)	$	47,230	$	(1,275)	$	51,029	$	(1,286)
Short-term AFS securities
Short-term AFS securities
U.S. Treasury securities	U.S. Treasury securities		—		—		44,133		(963)		44,133		(963)
U.S. governmental agency securities			—		—		22,084		(722)		22,084		(722)
Municipal securities			—		—		8,726		(177)		8,726		(177)

Total short-term AFS securities			$	3,799	$	(11)	$	122,173	$	(3,137)	$	125,972	$	(3,148)
Long-term AFS securities
U.S. Treasury 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		2,004		(57)		106,826		(6,320)		108,830		(6,377)
U.S. governmental agency securities	U.S. governmental agency securities		—		—		5,673		(326)		5,673		(326)

Total short-term AFS securities

Total short-term AFS securities

Total short-term AFS securities
Long-term AFS securities
Corporate debt securities
Corporate debt securities
Corporate debt securities
U.S. Treasury securities
U.S. governmental agency securities

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

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

As of ~~September 30, 2023~~March 31, 2024, and December 31, ~~2022,~~2023, 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 30, 2023~~March 31, 2024, and December 31, ~~2022,~~2023, we have recognized no losses or allowance for credit losses related to AFS securities.

~~THE NEW YORK TIMES COMPANY~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

As of ~~September 30, 2023,~~March 31, 2024, our short-term and long-term marketable securities had remaining maturities of less than one month to 12 months and 13 months to 2526 months, respectively. See Note 8 for more information regarding the fair value of our marketable securities.

THE NEW YORK TIMES COMPANY

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 5. GOODWILL AND INTANGIBLES

~~Goodwill and Intangibles~~

The changes in the carrying amount of goodwill as of ~~September 30, 2023,~~March 31, 2024, and since December ~~26, 2021,~~31, 2022, were as follows:


(In thousands)	(In thousands)	NYTG		The Athletic		Total		(In thousands)	NYTG	The Athletic	Total
Balance as of December 26, 2021		$	166,360	$	—	$	166,360
Foreign currency translation		(3,674)		—		(3,674)
Acquisition of The Athletic Media Company		—		249,792		249,792
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	(740)		—		(740)
Balance as of September 30, 2023		$	161,946	$	251,360	$	413,306
Balance as of December 31, 2023
Foreign currency translation
Balance as of March 31, 2024

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 30,~~March 31, 2024 and December 31, 2023, the gross book value and accumulated amortization of the ~~finite-lived~~ intangible assets with definite lives were as follows:


		March 31, 2024																					March 31, 2024
(In thousands)	(In thousands)		Gross Book Value		Accumulated Amortization		Net Book Value		Remaining Weighted-Average Useful Life (Years)	(In thousands)	Gross Book Value			Accumulated Amortization				Net Book Value						Remaining Weighted-Average Useful Life (Years)
Trademark	Trademark		$	162,618	$	(15,492)	$	147,126	18.5	Trademark	$	162,618	$	$	(19,951)	$		$	142,667		18.1				18.1
Existing subscriber base	Existing subscriber base		136,500		(20,250)		116,250		10.5	Existing subscriber base	136,500		(25,875)		(25,875)		110,625			110,625		10.0				10.0
Developed technology	Developed technology		38,401		(13,546)		24,855		3.5	Developed technology	38,401		(17,216)		(17,216)		21,185			21,185		2.9				2.9
Content archive	Content archive		5,751		(3,640)		2,111		2.5	Content archive	5,751		(4,287)		(4,287)		1,464			1,464		2.4				2.4
Total finite-lived intangibles	Total finite-lived intangibles		$	343,270	$	(52,928)	$	290,342	13.9	Total finite-lived intangibles	$	343,270	$	$	(67,329)	$		$	275,941		13.6				13.6


	December 31, 2023
(In thousands)	Gross Book Value		Accumulated Amortization		Net Book Value		Remaining Weighted-Average Useful Life (Years)
Trademark	$	162,618	$	(17,767)	$	144,851	18.3
Existing subscriber base	136,500		(23,062)		113,438		10.2
Developed technology	38,401		(15,381)		23,020		3.2
Content archive	5,751		(4,047)		1,704		2.5
Total finite-lived intangibles	$	343,270	$	(60,257)	$	283,013	13.7

Amortization expense for intangible assets included in Depreciation and amortization in our Condensed Consolidated Statements of Operations was ~~$7.3~~$7.1 million and ~~$7.4 million for the third quarters of 2023 and 2022, respectively, and $22.0 million and $19.7~~$7.3 million for the first ~~nine months~~quarters of ~~2023~~2024 and ~~2022,~~2023, respectively. The estimated aggregate amortization expense for the remainder of ~~2023~~2024 and each of the following fiscal years ending December 31 is presented below:


(In thousands)	(In thousands)
Remainder of 2023		$	7,322
2024		27,487
Remainder of 2024
Remainder of 2024
Remainder of 2024
2025	2025	27,213
2026	2026	26,960
2027	2027	20,171
2028
Thereafter	Thereafter	181,189
Total amortization expense	Total amortization expense	$	290,342

The aggregate carrying amount of intangible assets of ~~$292.8~~$278.4 million, which includes an indefinite-lived intangible of $2.5 million, is included in Intangible assets, net in our Condensed Consolidated Balance Sheet as of ~~September 30, 2023.~~March 31, 2024.

THE NEW YORK TIMES COMPANY

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

During the quarter ended September 30, 2023, we reduced our long-term advertising and subscription revenue expectations for Serial podcasts. As a result, we performed an interim quantitative impairment test for the Serial indefinite-lived intangible asset as of September 30, 2023. We compared the fair value of the Serial trademark, calculated using a discounted cash flow analysis, to its carrying value and recorded an impairment charge of $2.5 million. This charge is included in ~~Impairment charges~~ ~~in our Condensed Consolidated Statement of Operations.~~

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 30, 2023,~~March 31, 2024, and December 31, ~~2022,~~2023, non-marketable equity securities included in Miscellaneous assets in our Condensed Consolidated Balance Sheets had a carrying value of $29.7 ~~million and $29.8 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 ~~$2.1~~$2.0 million and ~~$2.0 million for the third quarters of 2023 and 2022, respectively, and $5.7 million and $5.9~~$1.7 million for the first ~~nine months~~quarters of ~~2023~~2024 and ~~2022,~~2023, 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
(In thousands) September 30, 2023 September 25, 2022 September 30, 2023 September 25, 2022
Interest income $ 6,016 $ 1,817 $ 14,182 $ 4,574
Gain on the sale of land (1)
— — — 34,227
Interest expense (280) (238) (756) (543)
Total interest income and other, net $ 5,736 $ 1,579 $ 13,426 $ 38,258

~~(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.


	For the Quarters Ended
(In thousands)	March 31, 2024		March 31, 2023
Interest income	$	8,638	$	3,421


Interest expense	(251)		(248)


Total interest income and other, net	$	8,387	$	3,173

Restricted Cash

A reconciliation of cash, cash equivalents and restricted cash as of ~~September 30,~~March 31, 2024, and March 31, 2023, ~~and September 25, 2022,~~ from the Condensed Consolidated Balance Sheets to the Condensed Consolidated Statements of Cash Flows is as follows:

(In thousands)

September 30, 2023

September 25, 2022

(In thousands)

March 31, 2024

March 31, 2023

Reconciliation of cash, cash equivalents and restricted cash

Cash and cash equivalents

235,566

190,050

Cash and cash equivalents

Restricted cash included within miscellaneous assets

14,293

13,668

Restricted cash included within miscellaneous assets

Total cash, cash equivalents and restricted cash shown in the Condensed Consolidated Statements of Cash Flows

249,859

203,718

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

~~THE NEW YORK TIMES COMPANY~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

Revolving Credit Facility

On July 27, 2022, the Company entered into an amendment and restatement of 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 30, 2023,~~March 31, 2024, and December 31, ~~2022,~~2023, there were no borrowings and approximately $0.6 million in outstanding letters of credit, with the remaining committed amount available. As of ~~September 30, 2023,~~March 31, 2024, the Company was in compliance with the financial covenants contained in the Credit Facility.

Severance Costs

We recognized ~~$3.1~~$4.4 million and ~~$2.0~~$3.8 million in severance costs for the ~~third~~first quarters of ~~2023~~2024 and ~~2022, respectively, and $7.6 million and $4.7 million for the first nine months of~~ 2023, ~~and 2022,~~ respectively. These costs are recorded in General and administrative costs in our Condensed Consolidated Statements of Operations.

We had a severance liability of ~~$6.9~~$7.5 million and $4.4 million included in Accrued expenses and other in our Condensed Consolidated Balance Sheets as of ~~September 30, 2023,~~March 31, 2024, and December 31, ~~2022,~~2023, respectively.

~~Impairment Charges~~

THE NEW YORK TIMES COMPANY

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Generative AI Litigation Costs

In ~~September 2023, we~~the first quarter of 2024, the Company recorded $1.0 million of pre-tax litigation-related costs in connection with a ~~$2.5 million impairment~~lawsuit against Microsoft Corporation (“Microsoft”) and Open AI Inc. and various of ~~our Serial podcast indefinite-lived intangible asset.~~its corporate affiliates (collectively, “OpenAI”), alleging unlawful and unauthorized copying and use of the Company’s journalism and other content in connection with their development of generative artificial intelligence products (“Generative AI Litigation Costs”). See Note 514 for ~~more details.~~additional information.

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 impairment amount was determined by comparing the fair value of 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 affected property, taking into consideration the time we expect it will take to obtain a sublease tenant and the expected applicable discount rates.

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.

~~THE NEW YORK TIMES COMPANY~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

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

The following table summarizes our financial assets and liabilities measured at fair value on a recurring basis as of ~~September 30, 2023,~~March 31, 2024, and December 31, ~~2022:~~2023:


(In thousands)	(In thousands)	September 30, 2023								December 31, 2022								(In thousands)	March 31, 2024			December 31, 2023
		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:
Short-term AFS securities (1)	Short-term AFS securities (1)
Short-term AFS securities (1)
Short-term AFS securities (1)
U.S Treasury securities
U.S Treasury securities
U.S Treasury securities
Corporate debt securities
U.S. governmental agency securities

Total short-term AFS securities

Total short-term AFS securities

Total short-term AFS securities
Long-term AFS securities (1)
Corporate debt securities
Corporate debt securities
Corporate debt securities	Corporate debt securities	$	116,765	$	—	$	116,765	$	—	$	51,029	$	—	$	51,029	$	—
U.S Treasury securities	U.S Treasury securities	35,111		—		35,111		—		44,133		—		44,133		—
U.S. governmental agency securities	U.S. governmental agency securities	10,861		—		10,861		—		22,084		—		22,084		—

Municipal securities		—		—		—		—		8,726		—		8,726		—

Total short-term AFS securities		$	162,737	$	—	$	162,737	$	—	$	125,972	$	—	$	125,972	$	—
Long-term AFS securities (1)
U.S. Treasury securities		$	125,718	$	—	$	125,718	$	—	$	24,414	$	—	$	24,414	$	—
Corporate debt securities		59,024		—		59,024		—		108,830		—		108,830		—
U.S. governmental agency securities		4,712		—		4,712		—		5,673		—		5,673		—

Total long-term AFS securities
Total long-term AFS securities
Total long-term AFS securities	Total long-term AFS securities	$	189,454	$	—	$	189,454	$	—	$	138,917	$	—	$	138,917	$	—
Liabilities:	Liabilities:
Deferred compensation (2)(3)	Deferred compensation (2)(3)	$	12,475	$	12,475	$	—	$	—	$	14,635	$	14,635	$	—	$	—
Deferred compensation (2)(3)
Deferred compensation (2)(3)
Contingent consideration (4)	Contingent consideration (4)	$	5,551	$	—	$	—	$	5,551	$	5,324	$	—	$	—	$	5,324

(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”), 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 ~~$50.6~~$53.8 million as of ~~September 30, 2023,~~March 31, 2024, and ~~$48.4~~$52.3 million as of December 31, ~~2022.~~2023. 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.

(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.

THE NEW YORK TIMES COMPANY

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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 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 ~~third~~ quarters ended March 31, 2024, and ~~nine months ended September 30, 2023, and September 25, 2022:~~March 31, 2023:


		Quarters Ended				Nine Months Ended
		Quarters Ended
		Quarters Ended
		Quarters Ended
(In thousands)	(In thousands)	September 30, 2023		September 25, 2022		September 30, 2023		September 25, 2022
(In thousands)
(In thousands)
Balance at the beginning of the period
Balance at the beginning of the period
Balance at the beginning of the period	Balance at the beginning of the period	$	5,464	$	5,858	$	5,324	$	7,450

Payments	Payments	(862)		—		(2,586)		(1,724)

Payments

Payments
Fair value adjustments (1)
Fair value adjustments (1)
Fair value adjustments (1)	Fair value adjustments (1)	949		—		2,813		132
Contingent consideration at the end of the period	Contingent consideration at the end of the period	$	5,551	$	5,858	$	5,551	$	5,858
Contingent consideration at the end of the period
Contingent consideration at the end of the period
(1) Fair value adjustments are included in General and administrative costs in our Condensed Consolidated Statements of Operations.
(1) Fair value adjustments are included in General and administrative costs in our Condensed Consolidated Statements of Operations.
(1) Fair value adjustments are included in General and administrative costs in our Condensed Consolidated Statements of Operations.

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 (income)/cost were as follows:


			For the Quarters Ended
		For the Quarters Ended																				For the Quarters Ended
			September 30, 2023						September 25, 2022							March 31, 2024			March 31, 2023
(In thousands)	(In thousands)		Qualified Plans		Non- Qualified Plans		All Plans		Qualified Plans		Non- Qualified Plans		All Plans		(In thousands)	Qualified Plans	Non- Qualified Plans	All Plans		Qualified Plans	Non- Qualified Plans		All Plans
Service cost	Service cost		$	1,417	$	—	$	1,417	$	2,882	$	—	$	2,882
Interest cost	Interest cost		14,198		2,296		16,494		8,837		1,284		10,121
Expected return on plan assets	Expected return on plan assets		(19,122)		—		(19,122)		(13,807)		—		(13,807)
Amortization of actuarial loss	Amortization of actuarial loss		663		890		1,553		3,266		1,643		4,909
Amortization of prior service credit	Amortization of prior service credit		(486)		—		(486)		(486)		—		(486)

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

During the first quarters of 2024 and 2023, we made pension contributions of $3.4 million and $2.0 million, respectively, to the APP. We expect to make contractual contributions in 2024 of approximately $12 million, which more than satisfy minimum funding requirements.

THE NEW YORK TIMES COMPANY

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

For the Nine Months Ended
September 30, 2023 September 25, 2022
(In thousands) Qualified
Plans Non-
Qualified
Plans All
Plans Qualified
Plans Non-
Qualified
Plans All
Plans
Service cost $ 4,252 $ — $ 4,252 $ 8,645 $ — $ 8,645
Interest cost 42,595 6,887 49,482 26,512 3,853 30,365
Expected return on plan assets (57,367) — (57,367) (41,422) — (41,422)
Amortization of actuarial loss 1,991 2,669 4,660 9,799 4,929 14,728
Amortization of prior service credit (1,459) — (1,459) (1,459) — (1,459)
Net periodic pension (income)/cost $ (9,988) $ 9,556 $ (432) $ 2,075 $ 8,782 $ 10,857

During the first nine months of 2023 and 2022, we made pension contributions of $7.7 million and $7.5 million, respectively, to the APP. We expect to make contractual contributions in 2023 of approximately $10 million, which more than satisfy minimum funding requirements.

As part of our strategy to reduce the pension obligations and the resulting impact on our overall financial position, we have offered lump-sum payments to certain former employees participating in both our qualified and non-qualified pension plans. In the third quarter of 2023, the Company extended a voluntary offer to certain former employees who participated in The New York Times Companies Pension Plan to elect immediate lump-sum payments. The election period for this voluntary offer closes on November 14, 2023.

~~Multiemployer Plans~~

During the third quarters of 2023 and 2022, we recorded favorable adjustments of $2.3 million and $7.1 million, respectively, related to a reduction to our multiemployer pension plan liability. These adjustments were recorded in ~~Multiemployer pension plan liability adjustment~~ ~~in our Condensed Consolidated Statements of Operations.~~

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 Quarters Ended
		For the Quarters Ended
(In thousands)
(In thousands)
(In thousands)	(In thousands)	September 30, 2023		September 25, 2022		September 30, 2023		September 25, 2022
Service cost	Service cost	$	8	$	11	$	25	$	34
Service cost
Service cost
Interest cost
Interest cost
Interest cost	Interest cost	375		183		1,126		548
Amortization of actuarial loss	Amortization of actuarial loss	486		823		1,455		2,470
Amortization of prior service credit		—		—		—		(368)
Amortization of actuarial loss
Amortization of actuarial loss

Net periodic postretirement benefit cost	Net periodic postretirement benefit cost	$	869	$	1,017	$	2,606	$	2,684

Net periodic postretirement benefit cost

Net periodic postretirement benefit cost

~~THE NEW YORK TIMES COMPANY~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

NOTE 10. INCOME TAXES

The Company had income tax expense of ~~$16.4~~$15.2 million and ~~$40.2~~$9.4 million in the ~~third quarter~~first quarters of 2024 and first nine months of 2023, respectively. The Company had income tax expense of $14.2 million and $39.2 million in the third quarter and first nine months of 2022, respectively. The Company’s effective tax rates were 23.4% and 24.7% for the third quarter and first nine months of 2023, respectively. The Company’s effective tax rates were ~~28.0%~~27.4% and ~~27.5%~~29.7% for the ~~third quarter~~first quarters of 2024 and ~~first nine months of 2022,~~2023, respectively. The increase in income tax expense ~~in the third quarter and first nine months of 2023~~ was primarily due to higher pre-tax income in ~~both periods.~~the first quarter of 2024. The decrease in the effective tax rate ~~in the third quarter and first nine months of 2023~~ was primarily due to non-deductible items having a lower impact on the rate due to higher ~~federal tax credits for increasing research and development activities in 2023.~~

~~Beginning in 2022, the Tax Cuts and Jobs Act of 2017 eliminated the option to deduct research and development expenditures immediately~~pre-tax income in the ~~year incurred~~first quarter of 2024.

The Organization for Economic Co-operation and ~~instead requires taxpayers to capitalize~~Development enacted model rules for a new global minimum tax framework, also known as Pillar Two, and ~~amortize such expenditures over five years. In 2022, our cash from operations decreased approximately $60 million~~certain governments globally have enacted these rules effective January 1, 2024. We are monitoring this development and ~~our net deferred tax assets increased by a similar amount as a result of this legislation. In 2023, we expect a negative~~evaluating its potential impact on our ~~cash from operations of approximately $31 million. The actual impact on 2023 cash from operations will depend on~~tax rate and eligibility to qualify for the ~~amount of research~~safe harbor provisions 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~~currently 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.~~from the Pillar Two income tax rules.

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-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 approximately ~~0.8~~1.0 million and ~~0.7~~0.4 million in the ~~third quarter~~first quarters of 2024 and ~~first nine months of~~ 2023, respectively, and resulted primarily from the dilutive effect of our stock-based awards. ~~The difference between basic and diluted shares was de minimis in the third quarter and first nine months of 2022, respectively.~~

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 0.1 million~~no restricted stock units excluded from the computation of diluted earnings per share in the ~~third~~first quarter ~~and first nine months~~ of ~~2023, because they were anti-dilutive.~~2024. There were approximately ~~1.6 million and~~ 1.1 million restricted stock units excluded from the computation of diluted earnings per share in the ~~third~~first quarter ~~and first nine months~~ of ~~2022, respectively,~~2023, because they were anti-dilutive. There were no anti-dilutive stock-settled long-term performance awards excluded from the computation of diluted earnings per share in the ~~third~~first quarters of 2024 and ~~first nine months of 2023 and 2022.~~2023.

NOTE 12. SUPPLEMENTAL STOCKHOLDERS’ EQUITY INFORMATION

Share Repurchases

In February 2022, the Board of Directors approved a $150.0 million Class A 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 authorizations provide that shares of Class A 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 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 these authorizations.

As of ~~September 30, 2023,~~March 31, 2024, repurchases under these authorizations totaled approximately ~~$148.6~~$182.0 million (excluding ~~commissions)~~commissions and excise taxes), fully utilizing the 2022 authorization and leaving approximately ~~$251.4~~$218.0 million ~~remained.~~remaining under the 2023 authorization. During the ~~nine~~three months ended ~~September 30, 2023,~~March 31, 2024, repurchases under these authorizations totaled approximately ~~$43.6 million (excluding commissions).~~$32.4 million.

1817

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 30, 2023:~~March 31, 2024:

(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 (1,199) — 5,984 4,785
Amounts reclassified from accumulated other comprehensive loss, before tax — 4,656 — 4,656
Income tax expense (352) 1,230 1,585 2,463
Net current-period other comprehensive income, net of tax (847) 3,426 4,399 6,978
Balance as of September 30, 2023 $ (1,357) $ (345,521) $ (3,991) $ (350,869)


(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, 2023	$	910	$	(353,286)	$	(486)	$	(352,862)
Other comprehensive loss before reclassifications, before tax	(1,846)		—		(709)		(2,555)
Amounts reclassified from accumulated other comprehensive loss, before tax	—		3,288		—		3,288
Income tax (benefit)/expense	(483)		899		(186)		230
Net current-period other comprehensive (loss)/income, net of tax	(1,363)		2,389		(523)		503

Balance as of March 31, 2024	$	(453)	$	(350,897)	$	(1,009)	$	(352,359)

The following table summarizes the reclassifications from AOCI for the ~~nine~~three months ended ~~September 30, 2023:~~March 31, 2024:

(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)

~~(1,459)~~(486)

Other components of net periodic benefit costs/(income)~~/costs~~

Amortization of actuarial loss (1)

~~6,115~~3,774

Other components of net periodic benefit costs/(income)~~/costs~~

Total reclassification, before tax (2)

~~4,656~~3,288

Income tax expense

~~1,230~~899

Income tax expense

Total reclassification, net of tax

~~3,426~~2,389

(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 30, 2023.~~March 31, 2024.

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 30, 2023 September 25, 2022 September 30, 2023 September 25, 2022
Cost of revenue $ 3,673 $ 2,028 $ 8,970 $ 5,647
Sales and marketing 350 337 1,214 1,006
Product development 5,554 2,986 14,472 7,586
General and administrative 4,986 3,912 14,060 11,060
Total stock-based compensation expense $ 14,563 $ 9,263 $ 38,716 $ 25,299


	For the Quarters Ended
(In thousands)	March 31, 2024		March 31, 2023
Cost of revenue	$	3,954	$	2,230
Sales and marketing	392		420
Product development	6,235		3,884
General and administrative	5,275		4,366
Total stock-based compensation expense	$	15,856	$	10,900

1918

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)~~CODM) to make decisions about resources to be allocated to the segment and assess its performance; and (iii) it has available discrete financial information.

~~Since the acquisition of~~ The ~~Athletic in the first quarter of 2022, the~~ Company has ~~had~~ two reportable segments: NYTG and The Athletic. These segments are evaluated regularly by the Company’s ~~Chief Operating Decision Maker~~CODM in assessing performance and allocating resources. Management uses adjusted operating profit (loss) by segment in assessing performance and allocating resources. Adjusted operating profit is defined as operating profit before depreciation and amortization, severance, multiemployer pension plan withdrawal costs and special items. Adjusted operating profit for NYTG and The Athletic is presented below, along with a reconciliation to consolidated income before taxes. Asset information by segment is not a measure of performance used by the Company’s ~~Chief Operating Decision Maker.~~CODM. Accordingly, we have not disclosed asset information by segment.

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

Prior to April 1, 2023, we allocated bundle revenues first to our digital news product based on its standalone list price and then the remaining bundle revenues were allocated to the other products in the bundle, including The Athletic, based on their relative standalone list prices. Starting April 1, 2023, we allocate 10% of bundle revenues 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, based on a historical actual percentage of these costs to bundle revenues. 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~~first quarter of ~~2022~~2023 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 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 nine months of 2022 included The Athletic for approximately eight months, while results for the first nine months of 2023 included The Athletic for the full nine months.following tables present segment information:


	For the Quarters Ended
(In thousands)	March 31, 2024		March 31, 2023 (1)		% Change
Revenues
NYTG	$	557,394	$	532,782	4.6	%
The Athletic	37,184		27,957		33.0	%
Intersegment eliminations (2)	(563)		—		*
Total revenues	$	594,015	$	560,739	5.9	%
Adjusted operating profit (loss)
NYTG	$	84,744	$	65,287	29.8	%
The Athletic	(8,690)		(11,312)		(23.2)	%
Total adjusted operating profit	$	76,054	$	53,975	40.9	%
Less:
Other components of net periodic benefit costs/(income)	1,051		(685)		*
Depreciation and amortization	20,706		20,840		(0.6)	%
Severance	4,428		3,780		17.1	%
Multiemployer pension plan withdrawal costs	1,612		1,455		10.8	%
Generative AI Litigation Costs	989		—		*




Add:
Interest income and other, net	8,387		3,173		*
Income before income taxes	$	55,655	$	31,758	75.2	%
(1) Recast to reflect the Company’s updated bundle allocation methodology.
(2) Intersegment eliminations (“I/E”) related to content licensing.
* Represents a change equal to or in excess of 100% or not meaningful.

2019

THE NEW YORK TIMES COMPANY

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

~~The following tables present segment information:~~

For the Quarters Ended For the Nine Months Ended
(In thousands) September 30, 2023
September 25, 2022 (1)
% Change September 30, 2023
September 25, 2022 (1)
% Change
Revenues
NYTG $ 563,903 $ 524,061 7.6 % $ 1,657,179 $ 1,585,463 4.5 %
The Athletic 34,442 23,619 45.8 % 92,758 55,322 67.7 %
Total revenues $ 598,345 $ 547,680 9.3 % $ 1,749,937 $ 1,640,785 6.7 %
Adjusted operating profit (loss)
NYTG $ 97,654 $ 81,030 20.5 % $ 262,911 $ 237,572 10.7 %
The Athletic (7,899) (12,053) (34.5) % (27,016) (31,473) (14.2) %
Total adjusted operating profit $ 89,755 $ 68,977 30.1 % $ 235,895 $ 206,099 14.5 %
Less:
Other components of net periodic benefit costs (684) 1,757 * (2,053) 4,903 *
Depreciation and amortization 21,475 21,760 (1.3) % 64,173 61,150 4.9 %
Severance 3,086 2,010 53.5 % 7,578 4,670 62.3 %
Multiemployer pension plan withdrawal costs 1,397 1,319 5.9 % 3,936 3,734 5.4 %
Acquisition-related costs — — — — 34,712 *
Impairment charges 2,503 — * 15,239 — *
Multiemployer pension plan liability adjustment (2,273) (7,127) (68.1) % (2,273) (7,127) (68.1) %
Add:
Interest income and other, net 5,736 1,579 * 13,426 38,258 (64.9) %
Income before income taxes $ 69,987 $ 50,837 37.7 % $ 162,721 $ 142,315 14.3 %
(1) Recast to reflect updated bundle allocation methodology.
* Represents a change equal to or in excess of 100% or not meaningful.

~~THE NEW YORK TIMES COMPANY~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~


Revenues detail by segment	Revenues detail by segment
		For the Quarters Ended						For the Nine Months Ended
Revenues detail by segment
Revenues detail by segment
		For the Quarters Ended
		For the Quarters Ended
		For the Quarters Ended
(In thousands)
(In thousands)
(In thousands)	(In thousands)	September 30, 2023		September 25, 2022 (1)		% Change		September 30, 2023		September 25, 2022 (1)		% Change
NYTG	NYTG
NYTG
NYTG
Subscription
Subscription
Subscription	Subscription	$	392,937	$	361,488	8.7	%	$	1,152,130	$	1,089,710	5.7	%
Advertising	Advertising	108,672		108,134		0.5	%	323,091		337,456		(4.3)	%
Advertising
Advertising
Other
Other
Other	Other	62,294		54,439		14.4	%	181,958		158,297		14.9	%
Total	Total	$	563,903	$	524,061	7.6	%	$	1,657,179	$	1,585,463	4.5	%
Total
Total
The Athletic
The Athletic
The Athletic	The Athletic
Subscription	Subscription	$	25,640	$	21,184	21.0	%	$	73,579	$	48,560	51.5	%
Subscription
Subscription
Advertising
Advertising
Advertising	Advertising	8,441		2,333		*		18,033		6,660		*
Other	Other	361		102		*		1,146		102		*
Other
Other
Total	Total	$	34,442	$	23,619	45.8	%	$	92,758	$	55,322	67.7	%
Total
Total
I/E (2)
I/E (2)
I/E (2)
The New York Times Company
The New York Times Company
The New York Times Company	The New York Times Company
Subscription	Subscription	$	418,577	$	382,672	9.4	%	$	1,225,709	$	1,138,270	7.7	%
Subscription
Subscription
Advertising
Advertising
Advertising	Advertising	117,113		110,467		6.0	%	341,124		344,116		(0.9)	%
Other	Other	62,655		54,541		14.9	%	183,104		158,399		15.6	%
Other
Other
Total	Total	$	598,345	$	547,680	9.3	%	$	1,749,937	$	1,640,785	6.7	%
(1) Recast to reflect updated bundle allocation methodology.
Total
Total
(1) Recast to reflect the Company’s updated bundle allocation methodology.
(1) Recast to reflect the Company’s updated bundle allocation methodology.
(1) Recast to reflect the Company’s updated bundle allocation methodology.
(2) I/E related to content licensing recorded in Other revenues.
* 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~~CONTINGENCIES

Legal Proceedings

We are involved in various legal actions incidental to our business that are now pending against us. These actions generally ~~have damage~~assert damages claims that are greatly in excess of the ~~payments,~~amount, if any, that we would be ~~required~~liable to pay if we lost or settled the cases. We record a liability for legal claims when a loss is probable and the amount can be reasonably estimated. Although the Company cannot predict the outcome of these matters, no amount of loss in excess of recorded amounts as ~~of September 30, 2023,~~of March 31, 2024, is believed to be reasonably possible.

~~NOTE 15. SUBSEQUENT EVENTS~~

~~During~~On December 27, 2023, we filed a lawsuit against Microsoft and OpenAI in the ~~third quarter~~United States District Court for the Southern District of ~~2023, the Company extended a voluntary offer to certain former employees who participated in The~~ New York, Times Companies Pension Plan to elect immediate lump-sum payments. The election period for this voluntary offer closes on November 14, 2023. The Company expects to record a settlement charge in the fourth quarter of 2023 based on the participants’ acceptance rate, which we are not able to estimate asalleging copyright infringement, unfair competition, trademark dilution and violations of the ~~filing date~~Digital Millennium Copyright Act, related to their unlawful and unauthorized copying and use of our journalism and other content. We are seeking monetary relief, injunctive relief preventing Microsoft and OpenAI from continuing their unlawful, unfair and infringing conduct and other relief. We intend to vigorously pursue all of our legal remedies in this ~~report for the quarterly period ended September 30, 2023.~~litigation, but there is no guarantee that we will be successful in our efforts.

2220

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 helps our audience understand and engage with the world. We believe that our original, independent and high-quality reporting, storytelling, expertise and journalistic excellence set us apart from other news organizations and are at the heart of what makes our journalism worth paying for.

We generate revenues principally from the sale of subscriptions and advertising. Subscription revenues consist of revenues from standalone and multiproduct bundle 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 consist of revenues from licensing, Wirecutter affiliate referrals, commercial printing, the leasing of floors in ~~our~~the New York headquarters building located at 620 Eighth Avenue, New York, New York (the “Company Headquarters”), ~~television and film,~~retail commerce, our live events business, ~~retail commerce and~~ our student subscription sponsorship ~~program.~~program and books, television and film.

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, 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 “— Results of Operations — Non-GAAP Financial Measures.”

The ~~third~~first quarter of ~~2023 included~~2024 includes an additional day compared with the ~~third~~first quarter of ~~2022~~2023 as a result of ~~the change in the Company’s fiscal year to the calendar~~2024 being a leap year.

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

Financial Highlights

•The ~~results~~Company added approximately 210,000 net digital-only subscribers compared with the end of 2023, driven largely by bundle and multi-product subscriber additions. The ~~Athletic have been included in our Condensed Consolidated Financial Statements beginning February 1, 2022, the date of the acquisition. Results for~~Company ended the first ~~nine months~~quarter of ~~2022 included The Athletic for~~2024 with approximately ~~eight months, while results for~~10.55 million subscribers to its print and digital products, including approximately 9.91 million digital-only subscribers. Of the 9.91 million digital-only subscribers, approximately 4.55 million were bundle and multiproduct subscribers. Compared with the end the first ~~nine months~~quarter of 2023, ~~included The Athletic for~~there was a net increase of 890,000 digital-only subscribers.

•Total digital-only average revenue per user (“ARPU”) increased 1.9% year-over-year to $9.21 driven primarily by subscribers graduating from promotional to higher prices and price increases on tenured non-bundled subscribers.

•Operating profit increased 73.2% to $48.3 million in the ~~full nine months.~~first quarter of 2024 from $27.9 million in the first quarter of 2023. Adjusted operating profit, defined as operating profit before depreciation, amortization, severance, multiemployer pension plan withdrawal costs and special items (a non-GAAP measure discussed below under “Non-GAAP Financial Measures”) increased 40.9% to $76.1 million in the first quarter of 2024 from $54.0 million in the first quarter of 2023. Operating profit margin (operating profit expressed as a percentage of revenues) increased to 8.1% in the first quarter of 2024, compared with 5.0% in the first quarter of 2023. Adjusted operating profit margin, defined as adjusted operating profit expressed as a percentage of revenues (a non-GAAP measure discussed below under “Non-GAAP Financial Measures”), increased to 12.8% in the first quarter of 2024, compared with 9.6% in the first quarter of 2023.

•Total revenues increased 5.9% to $594.0 million in the first quarter of 2024 from $560.7 million in the first quarter of 2023.

2321

•Total subscription revenues increased 7.9% to $429.0 million in the first quarter of 2024 from $397.5 million in the first quarter of 2023. Digital-only subscription revenues increased 13.2% to $293.0 million in the first quarter of 2024 from $258.8 million in the first quarter of 2023.

•Total advertising revenues decreased 2.4% to $103.7 million in the first quarter of 2024 from $106.2 million in the first quarter of 2023, due to a decrease of 9.5% in print advertising revenues, partially offset by an increase of 2.9% in digital advertising revenues.

•Other revenue increased 7.6% to $61.3 million in the first quarter of 2024 from $57.0 million in the first quarter of 2023, as a result of higher licensing and Wirecutter affiliate referral revenues, partially offset by lower books, television, and film revenues.

•Operating costs increased 2.4% to $545.7 million in the first quarter of 2024 from $532.8 million in the first quarter of 2023. Adjusted operating costs, defined as operating costs before depreciation, amortization, severance, multiemployer pension plan withdrawal costs and special items (a non-GAAP measure discussed below under “Non-GAAP Financial Measures”), increased 2.2% to $518.0 million in the first quarter of 2024 from $506.8 million in the first quarter of 2023.

•Diluted earnings per share were $0.24 and $0.13 for the first quarters of 2024 and 2023, respectively. Adjusted diluted earnings per share, defined as diluted earnings per share excluding amortization of acquired intangible assets, severance, non-operating retirement costs and special items (a non-GAAP measure discussed below under “Non-GAAP Financial Measures”), were $0.31 and $0.19 for the first quarters of 2024 and 2023, respectively.

Industry Trends, Economic Conditions, Challenges and Risks

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

We and the companies with which we do business are subject to risks and uncertainties caused by factors beyond our control, including economic, geopolitical and public health ~~and geopolitical~~ conditions. These include economic weakness, instability, uncertainty and volatility, including the potential for a recession; a competitive labor market and evolving workforce expectations, including for unionized employees; inflation; supply chain disruptions; rising interest rates; and political and sociopolitical uncertainties and ~~conflicts.~~conflicts (including the war in Ukraine and the Israel-Hamas war). These factors may result in declines and/or volatility in our results.

We believe the macroeconomic environment has had and may ~~continue to~~in the future have an adverse impact on both digital and print advertising spending. Additionally, we believe that there may be marketer sensitivity to some news topics, impacting overall advertising spend.

We are experiencing a competitive labor market and pressure on compensation and benefit costs for certain employees, mainly in technology roles. In addition, although we have not seen a significant impact from inflation on our recent financial results to date, if inflation ~~remains at current levels, or~~ increases for an extended period, our employee-related costs are likely to increase. Our printing and distribution costs also have been impacted in the past and may be further impacted in the future by inflation and higher costs, including those associated with raw materials, delivery costs and/or utilities.

The media industry has transitioned from being primarily ~~print-focused~~print focused to digital, resulting in secular declines in both print subscription and print advertising revenues, and we do not expect this trend to reverse.

We actively monitor 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 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 31, ~~2022.~~2023.

2422

RESULTS OF OPERATIONS

The following table presents our consolidated financial results:




		For the Quarters Ended						For the Nine Months Ended
(In thousands)	(In thousands)	September 30, 2023		September 25, 2022		% Change		September 30, 2023		September 25, 2022		% Change
(In thousands)
(In thousands)
Revenues
Revenues
Revenues	Revenues
Subscription	Subscription	$	418,577	$	382,672	9.4	%	$	1,225,709	$	1,138,270	7.7	%
Subscription
Subscription
Advertising
Advertising
Advertising	Advertising	117,113		110,467		6.0	%	341,124		344,116		(0.9)	%
Other	Other	62,655		54,541		14.9	%	183,104		158,399		15.6	%
Other
Other
Total revenues
Total revenues
Total revenues	Total revenues	598,345		547,680		9.3	%	1,749,937		1,640,785		6.7	%
Operating costs	Operating costs
Operating costs
Operating costs
Cost of revenue (excluding depreciation and amortization)
Cost of revenue (excluding depreciation and amortization)
Cost of revenue (excluding depreciation and amortization)	Cost of revenue (excluding depreciation and amortization)	311,135		294,856		5.5	%	927,910		876,804		5.8	%
Sales and marketing	Sales and marketing	62,635		64,732		(3.2)	%	191,910		205,089		(6.4)	%
Sales and marketing
Sales and marketing
Product development
Product development
Product development	Product development	57,433		50,474		13.8	%	170,542		148,729		14.7	%
General and administrative	General and administrative	81,870		71,970		13.8	%	235,194		212,468		10.7	%
General and administrative
General and administrative
Depreciation and amortization	Depreciation and amortization	21,475		21,760		(1.3)	%	64,173		61,150		4.9	%
Acquisition-related costs		—		—		—		—		34,712		*
Impairment charges		2,503		—		*		15,239		—		*
Multiemployer pension plan liability adjustment		(2,273)		(7,127)		(68.1)	%	(2,273)		(7,127)		(68.1)	%
Depreciation and amortization
Depreciation and amortization
Generative AI Litigation Costs
Generative AI Litigation Costs
Generative AI Litigation Costs

Total operating costs (1)

Total operating costs (1)

Total operating costs (1)	Total operating costs (1)	534,778		496,665		7.7	%	1,602,695		1,531,825		4.6	%
Operating profit	Operating profit	63,567		51,015		24.6	%	147,242		108,960		35.1	%
Other components of net periodic benefit (income)/costs		(684)		1,757		*		(2,053)		4,903		*
Operating profit
Operating profit
Other components of net periodic benefit (costs)/income
Other components of net periodic benefit (costs)/income
Other components of net periodic benefit (costs)/income

Interest income and other, net

Interest income and other, net

Interest income and other, net	Interest income and other, net	5,736		1,579		*		13,426		38,258		(64.9)	%
Income before income taxes	Income before income taxes	69,987		50,837		37.7	%	162,721		142,315		14.3	%
Income before income taxes
Income before income taxes
Income tax expense
Income tax expense
Income tax expense	Income tax expense	16,372		14,220		15.1	%	40,211		39,196		2.6	%

Net income	Net income	$	53,615	$	36,617	46.4	%	$	122,510	$	103,119	18.8	%
(1) Third quarter and nine months of 2022 were recast to conform to the current presentation of total operating costs. See Executive Overview for more details.
Net income

Net income
(1) First quarter 2023 was recast to conform to the current presentation of total operating costs. See “Executive Overview” for more details.
(1) First quarter 2023 was recast to conform to the current presentation of total operating costs. See “Executive Overview” for more details.
(1) First quarter 2023 was recast to conform to the current presentation of total operating costs. See “Executive Overview” for more details.
* 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.

2523

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 Cooking, 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 digital-only subscriptions and copies of the printed newspaper sold, ~~and digital-only subscriptions,~~ and the rates charged to the respective customers.

We offer a digital-only bundle that includes access to our digital news product (which includes our news website, NYTimes.com, and mobile and Audio applications), as well as The Athletic and our Cooking, Games and Wirecutter products. Our subscriptions also include standalone digital subscriptions to our digital news product, as well as to The Athletic, and to our Cooking, Games and Wirecutter products. ~~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 ~~$35.9~~$31.5 million, or ~~9.4%~~7.9%, in the ~~third~~first quarter of ~~2023~~2024 compared with the same prior-year period, ~~primarily~~ due to an increase in digital-only subscription revenues of ~~$38.3~~$34.2 million, or ~~15.7%~~13.2%, partially offset by a decrease in print subscription revenues of ~~$2.4~~$2.7 million, or ~~1.8%~~2.0%. Digital-only subscription revenues increased primarily due to an increase in bundle and multiproduct revenues of ~~$44.1~~$42.9 million and an increase in other single-product subscription revenues of ~~$2.2~~$4.1 million, partially offset by a decrease in news-only subscription revenues of ~~$8.0~~$12.8 million. Bundle and multiproduct average digital-only subscribers increased ~~1,490,000,~~1,670,000, or ~~73.4%~~61.5%, while bundle and multiproduct ARPU decreased ~~$2.96,~~$2.54, or ~~18.8%~~17.7%. Other single-product average digital-only subscribers increased ~~310,000,~~380,000, or ~~13.5%~~15.7%, while other single-product ARPU decreased ~~$0.21,~~$0.08, or ~~5.7%~~2.2%. News-only average digital-only subscribers decreased ~~1,000,000,~~1,160,000, or ~~24.1%~~30.6%, while news-only ARPU increased ~~$1.75,~~$2.19, or ~~21.1%~~25.2%. In calculating average digital-only subscribers for our subscriber categories, 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). Print subscription revenue decreased primarily due to a decrease in home-delivery subscription revenue, which was driven by a lower number of average print subscribers, reflecting secular trends, partially offset by an increase in domestic home-delivery prices.

Subscription revenues increased $87.4 million, or 7.7%, in the first nine months of 2023 compared with the same prior-year period, primarily due to an increase in digital-only subscription revenues of $101.4 million, or 14.3%, partially offset by a decrease in print subscription revenues of $14.0 million, or 3.3%. Digital-only subscription revenues increased primarily due to an increase in bundle and multiproduct revenues of $112.5 million and an increase in other single-product subscription revenues of $11.4 million, partially offset by a decrease in news-only subscription revenues of $22.5 million. Bundle and multiproduct average digital-only subscribers increased 1,240,000, or 65.4%, while bundle and multiproduct ARPU decreased $2.69, or 16.6%. Other single-product average digital-only subscribers increased 480,000, or 24.0%, while other single-product ARPU decreased $0.27, or 7.1%. News-only average digital-only subscribers decreased 770,000, or 18.1%, while news-only ARPU increased $1.14, or 14.0%. Print subscription revenue decreased primarily due to a decrease in home-delivery subscription revenue, which was driven by a lower number of average print subscribers, reflecting secular trends, partially offset by an increase in domestic home-delivery prices.

The following table summarizes digital and print subscription revenues for the ~~third~~first quarters of 2024 and ~~first nine months of 2023 and 2022:~~2023:


		For the Quarters Ended						For the Nine Months Ended
		For the Quarters Ended
		For the Quarters Ended
		For the Quarters Ended
(In thousands)
(In thousands)
(In thousands)	(In thousands)	September 30, 2023		September 25, 2022		% Change		September 30, 2023		September 25, 2022		% Change
Digital-only subscription revenues (1)	Digital-only subscription revenues (1)	$	282,228	$	243,889	15.7	%	$	810,770	$	709,378	14.3	%
Digital-only subscription revenues (1)
Digital-only subscription revenues (1)
Print subscription revenues (2)
Print subscription revenues (2)
Print subscription revenues (2)	Print subscription revenues (2)	136,349		138,783		(1.8)	%	414,939		428,892		(3.3)	%
Total subscription revenues	Total subscription revenues	$	418,577	$	382,672	9.4	%	$	1,225,709	$	1,138,270	7.7	%
Total subscription revenues
Total subscription revenues
(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.
(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) Includes domestic home-delivery subscriptions, which include access to our digital products. Also includes single-copy, NYT International and Other subscription revenues.	(2) Includes domestic home-delivery subscriptions, which include access to our digital products. Also includes single-copy, NYT International and Other subscription revenues.													(2) Includes domestic home-delivery subscriptions, which include access to our digital products. Also includes single-copy, NYT International and Other subscription revenues.

A subscriber is defined as a 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 ~~third~~first quarter of ~~2023~~2024 with approximately ~~10.08~~10.55 million subscribers ~~across~~to its print and digital products, including approximately ~~9.41~~9.91 million digital-only subscribers.

Compared with the end of the ~~second~~fourth quarter of 2023, there was a net increase of 210,000 digital-only subscribers. Compared with the end of the ~~third~~first quarter of ~~2022,~~2023, there was a net increase of ~~820,000~~890,000 digital-only subscribers.

Print domestic home-delivery subscribers totaled approximately ~~670,000~~640,000 at the end of the ~~third~~first quarter of ~~2023,~~2024, a net decrease of ~~10,000~~20,000 subscribers compared with the end of the ~~second~~fourth quarter of 2023 and a net decrease of ~~70,000~~60,000 subscribers compared with the end of the ~~third~~first quarter of ~~2022.~~2023. 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~~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 sets forth subscribers as of the end of the five most recent fiscal quarters:

For the Quarters Ended

(In thousands)

September 30, 2023

June 30, 2023

March 31, 2023

December 31, 2022

September 25, 2022

(In thousands)

March 31, 2024

December 31, 2023

September 30, 2023

June 30, 2023

March 31, 2023

Digital-only subscribers:

Bundle and multiproduct (1)(2)

3,790

3,300

3,020

2,500

2,130

News-only (2)(3)

3,020

3,320

3,580

3,920

4,130

Other single-product (2)(4)

2,600

2,580

2,420

2,410

2,330

Total digital-only subscribers (2)(5)

9,410

9,190

9,020

8,830

8,590

Print subscribers (6)

670

690

710

730

740

Total subscribers

10,080

9,880

9,730

9,550

9,330

(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 third quarter of 2023. The number of group subscribers is derived using the value of the relevant contract and a discounted subscription rate.

(2) Includes group corporate and group education subscriptions, which collectively represented approximately 6% of total digital-only subscribers as of the end of the first quarter of 2024. 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 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
September 30, 2023 June 30, 2023 March 31, 2023 December 31, 2022 September 25, 2022
Digital-only subscribers with The Athletic (1)(2)
4,180 3,640 3,270 2,680 2,290
(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.

For the Quarters Ended

March 31, 2024

December 31, 2023

September 30, 2023

June 30, 2023

March 31, 2023

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

4,990

4,650

4,180

3,640

3,270

(1) We provide 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 digital 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
September 30, 2023 June 30, 2023 March 31, 2023 December 31, 2022 September 25, 2022
Digital-only ARPU:
Bundle and multiproduct $ 12.81 $ 13.40 $ 14.33 $ 15.20 $ 15.77
News-only $ 10.05 $ 9.29 $ 8.69 $ 8.49 $ 8.30
Other single-product $ 3.48 $ 3.57 $ 3.67 $ 3.65 $ 3.69
Total digital-only ARPU $ 9.28 $ 9.15 $ 9.04 $ 8.93 $ 8.87
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.

~~The following charts illustrate net additions and ARPU metrics relating to our digital-only subscriber categories for the five most recent fiscal quarters:~~

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.


	For the Quarters Ended
	March 31, 2024		December 31, 2023		September 30, 2023		June 30, 2023		March 31, 2023
Digital-only ARPU:
Bundle and multiproduct	$	11.79	$	12.13	$	12.81	$	13.40	$	14.33
News-only	$	10.88	$	10.38	$	10.05	$	9.29	$	8.69
Other single-product	$	3.59	$	3.56	$	3.48	$	3.57	$	3.67
Total digital-only ARPU	$	9.21	$	9.24	$	9.28	$	9.15	$	9.04
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.

Total digital-only ARPU was ~~$9.28~~$9.21 for the ~~third~~first quarter of ~~2023,~~2024, an increase of ~~4.6%~~1.9% compared with the ~~third quarter of 2022 and 1.4% compared with the second~~first quarter of 2023. The ~~quarter-over-quarter~~year-over-year increase was driven primarily by subscribers graduating from promotional to higher prices and from the price increases on tenured non-bundle ~~subscribers while the year-over-year increase was driven primarily by the price increases on tenured non-bundle~~ subscribers.

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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.~~ads and at live events. 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 open-market programmatic auctions run by third-party ad ~~exchanges~~. 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.~~advertisements (including direct-sold programmatic advertising). 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. NYTG has revenue from all categories discussed above. The Athletic has revenue from direct-sold display advertising (including direct-sold programmatic advertising), podcast, ~~video~~email and ~~email~~video 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.~~Athletic, which does not have a print product.

The following table summarizes digital and print advertising revenues for the ~~third~~first quarters of 2024 and ~~first nine months of 2023 and 2022:~~2023:


		For the Quarters Ended						For the Nine Months Ended
		For the Quarters Ended
		For the Quarters Ended
		For the Quarters Ended
(In thousands)
(In thousands)
(In thousands)	(In thousands)	September 30, 2023		September 25, 2022		% Change		September 30, 2023		September 25, 2022		% Change
Advertising revenues:	Advertising revenues:
Advertising revenues:
Advertising revenues:
Digital
Digital
Digital	Digital	$	75,001	$	70,282	6.7	%	$	210,076	$	206,588	1.7	%
Print	Print	42,112		40,185		4.8	%	131,048		137,528		(4.7)	%
Print
Print
Total advertising	Total advertising	$	117,113	$	110,467	6.0	%	$	341,124	$	344,116	(0.9)	%
Total advertising
Total advertising

Digital advertising revenues, which represented ~~64.0%~~60.8% of total advertising revenues in the ~~third~~first quarter of ~~2023,~~2024, increased ~~$4.7~~$1.8 million, or ~~6.7%~~2.9%, to ~~$75.0~~$63.0 million compared with ~~$70.3~~$61.3 million in the same prior-year period. The increase was primarily a result of higher other digital revenues of $3.0 million, partially offset by lower revenues in core digital advertising of ~~$4.9 million, partially offset by lower other digital revenues of $0.2~~$1.3 million. ~~Core~~Other digital advertising revenues increased due to higher direct-sold display advertising, partially offset by a decrease in podcast advertising revenues. Direct-sold display impressions increased 14%, while the average rate decreased 6%. Other digital advertising revenues decreased primarily due to ~~a decrease~~an increase in creative services fees as a result of ~~fewer~~more custom advertising campaigns in ~~2023, partially offset by~~2024, as well as an increase in open-market programmatic revenues. Programmatic impressions increased ~~70%~~48%, while the average rate decreased ~~28%~~22%.

Digital advertising revenues, which represented 61.6% of the total advertising revenues in the first nine months of 2023, increased $3.5 million, or 1.7%, to $210.1 million compared with $206.6 million in the same prior-year period. The increase was primarily a result of higher revenues in core digital advertising of $5.0 million, partially offset by lower other digital revenues of $1.5 million. Core digital advertising revenues ~~increased~~decreased due to ~~higher~~a decrease in direct-sold display advertising revenues at NYTG and podcast advertising revenues, partially offset by ~~a decrease~~an increase in ~~podcast~~direct-sold display advertising ~~revenues.~~at The Athletic. Direct-sold display impressions increased ~~19%~~11%, while the average rate decreased 4%. Other digital advertising revenue decreased primarily due to a decrease in creative services fees as a result of fewer advertising campaigns in 2023, partially offset by an increase in open-market programmatic advertising revenues. Programmatic impressions increased 50%, while the average rate decreased 25%5%.

Print advertising revenues, which represented 36.0% of total advertising revenues in the third quarter of 2023, increased $1.9 million, or 4.8%, to $42.1 million compared with $40.2 million in the same prior-year period. The increase in the third quarter of 2023 was primarily due to a 9.1% increase in column-inches, partially offset by a 4.0% decrease in print advertising rate.

~~Print advertising revenues, which represented 38.4%~~39.2% of total advertising revenues in the first ~~nine months~~quarter of ~~2023,~~2024, decreased ~~$6.5~~$4.3 million, or ~~4.7%~~9.5%, to ~~$131.0~~$40.7 million compared with ~~$137.5~~$45.0 million in the same prior-year period. The decrease in the first ~~nine months~~quarter of ~~2023~~2024 was primarily due to a ~~3.3% decrease in print advertising rate and a 1.5%~~9.3% decrease in column-inches. Print advertising revenues in ~~both the third quarter and the first nine months of 2023 were~~2024 continue to be impacted by secular trends.

~~In addition, we~~We believe ~~the macroeconomic environment has had and~~that there may ~~continue~~be marketer sensitivity to ~~have an adverse impact on both digital and print~~some news topics, impacting overall advertising ~~spending.~~

spend.

Other Revenues

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

Other revenues increased $4.3 million, or 7.6% in the first quarter of 2024 compared with the same prior-year period, primarily as a result of higher content licensing revenues of $5.7 million, primarily related to a Google commercial agreement and an Apple licensing deal, as well as growth in Wirecutter affiliate referral revenues of $4.0 million, partially offset by lower books, television and film revenues of $5.5 million.

Digital other revenues, which consist primarily of Wirecutter affiliate referral revenue, digital licensing revenue and our student subscription sponsorship program, totaled ~~$37.2~~$35.8 million and ~~$27.2 million in the third quarters of 2023 and 2022, respectively, and $101.3 million and $81.5~~$26.1 million in the first ~~nine months~~quarters of 2024 and 2023, ~~and 2022,~~ respectively.

Building rental revenue from the leasing of floors in the Company Headquarters totaled ~~$6.8~~$6.7 million and $7.3 million in the ~~third~~first quarters of ~~2023~~2024 and ~~2022, respectively, and $20.5 million and $21.5 million in the first nine months of~~ 2023, ~~and 2022,~~ respectively.

Other revenues increased $8.1 million, or 14.9% in the third quarter of 2023 compared with the same prior-year period, primarily as a result of growth in Wirecutter revenues of $4.8 million driven by affiliate referral revenues and an increase in content licensing revenues of $3.0 million, primarily related to a Google commercial agreement, partially offset by licensing revenue related to the Facebook News agreement, which ended in the fourth quarter of 2022.

Other revenues increased $24.7 million, or 15.6% in the first nine months of 2023 compared with the same prior-year period, primarily as a result of growth in Wirecutter revenues of $10.4 million driven by affiliate referral revenues, an increase in television and film revenues of $8.1 million and an increase in licensing revenues of $5.8 million, primarily related to a Google commercial agreement, partially offset by licensing revenue related to the Facebook News agreement, which ended in the fourth quarter of 2022.

Operating Costs

Operating costs were as follows:

For the Quarters Ended For the Nine Months Ended
(In thousands) September 30, 2023 September 25, 2022 % Change September 30, 2023 September 25, 2022 % Change
Operating costs:
Cost of revenue (excluding depreciation and amortization) (1)
$ 311,135 $ 294,856 5.5 % $ 927,910 $ 876,804 5.8 %
Sales and marketing 62,635 64,732 (3.2) % 191,910 205,089 (6.4) %
Product development (1)
57,433 50,474 13.8 % 170,542 148,729 14.7 %
General and administrative (1)
81,870 71,970 13.8 % 235,194 212,468 10.7 %
Depreciation and amortization 21,475 21,760 (1.3) % 64,173 61,150 4.9 %
Acquisition-related costs — — — — 34,712 *
Impairment charges 2,503 — * 15,239 — *
Multiemployer pension plan liability adjustment (2,273) (7,127) (68.1) % (2,273) (7,127) (68.1) %
Total operating costs (2)
$ 534,778 $ 496,665 7.7 % $ 1,602,695 $ 1,531,825 4.6 %
(1) Technology costs, which include product development costs and certain components of cost of revenue and general and administrative costs as described below, increased 13.4% to $104.4 million compared with $92.1 million in the third quarter of 2022 and increased 13.8% to $310.1 million compared with $272.4 million in the first nine months of 2022.
(2) Third quarter and nine months of 2022 were recast to conform to the current presentation of total operating costs. See Executive Overview for more details


	For the Quarters Ended
(In thousands)	March 31, 2024		March 31, 2023 (1)		% Change
Operating costs:
Cost of revenue (excluding depreciation and amortization)	$	316,867	$	306,852	3.3	%
Sales and marketing	65,134		67,034		(2.8)	%
Product development	63,185		57,062		10.7	%
General and administrative	78,815		81,051		(2.8)	%
Depreciation and amortization	20,706		20,840		(0.6)	%
Generative AI Litigation Costs	989		—		*



Total operating costs	$	545,696	$	532,839	2.4	%
(1) First quarter 2023 was recast to conform to the current presentation of total operating costs. See “Executive Overview” for more details.

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 in the ~~third~~first quarter of ~~2023~~2024 increased ~~$16.3~~$10.0 million, or ~~5.5%~~3.3%, compared with the same prior-year period. The increase was largely due to higher journalism costs of ~~$17.2~~$9.6 million and higher ~~digital content delivery~~advertising servicing costs of $1.5 million, partially offset by lower print production and distribution costs of ~~$1.4 million and lower advertising servicing costs of~~ $1.2 million. Subscriber servicing costs and digital content delivery costs were relatively flat compared to prior year. The increase in journalism costs was largely due to higher compensation and benefits, which was driven by merit increases and growth in the number of employees who work in our ~~newsrooms and merit increases.~~newsrooms. The increase in ~~digital content delivery~~advertising servicing costs was largely due to higher ~~compensation~~costs related to creative services fees and ~~benefits driven by growth~~an increase in ~~the number of employees. Advertising servicing~~ costs ~~decreased primarily due~~ to ~~a decrease in the number of employees and fewer live events in 2023.~~fulfill advertising contracts. The decrease in print production and distribution costs was primarily due to lower ~~compensation~~newsprint pricing and ~~benefits driven by production staffing efficiencies, as well as~~ fewer print copies produced, partially offset by higher ~~newsprint pricing. Technology costs in Cost of revenue, which include costs related to content delivery~~distribution and subscriber technology, increased 13.0% to $28.7 million compared with $25.4 million in the same prior-year period, primarily due to growth in the number of employees associated with digital content delivery.

Cost of revenue in the first nine months of 2023 increased $51.1 million, or 5.8%, compared with the same prior-year period. The increase was largely due to higher journalism costs of $48.7 million, higher digital content delivery costs of $7.9 million, higher subscriber servicing costs of $2.5 million, partially offset by lower advertising servicing costs of $7.3 million and lower print production and distribution costs of $0.7 million. The increase in journalism costs was largely due to higher compensation and benefits, which was driven by growth in the number of employees who work in our newsrooms, merit increases and higher content creation costs as a result of additional television episodes in 2023. The increase in digital content delivery costs was largely due to higher compensation and benefits driven by growth in the number of employees and higher cloud-related costs. The increase in subscriber servicing costs was largely due to an increase in the number of employees and higher credit card processing fees and third-party commissions due to increased subscriptions, partially offset by lower customer care costs. Advertising servicing costs decreased primarily due to a decrease in the number of employees and fewer live events in 2023. The decrease in print production and distribution costs was primarily due to fewer print copies produced and lower compensation driven by production staffing efficiencies, partially offset by higher distribution costs, higher newsprint consumption due to increased commercialoutside printing activity and higher newsprint pricing. Technology costs in Cost of revenue, which include costs related to content delivery and subscriber technology, increased 14.2% to $86.4 million compared with $75.6 million in the same prior-year period, primarily due to growth in the number of 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 ~~third~~first quarter of ~~2023~~2024 decreased ~~$2.1~~$1.9 million, or ~~3.2%~~2.8%, compared with the same prior-year period. The decrease was due to lower marketing costs of ~~$4.7~~$4.4 million offset by higher sales costs of ~~$2.6~~$2.5 million. The decrease in marketing costs was primarily due to lower subscriber acquisition spending, lower agency and production fees and lower brand marketing expenses. The increase in sales costs was primarily due to higher compensation and benefits largely driven by higher accrued sales commissions and bonuses and an increase in the number of sales employees.

Sales and marketing costs in the first nine months of 2023 decreased $13.2 million, or 6.4%, compared with the same prior-year period. The decrease was due to lower marketing costs of $18.7 million, offset by higher sales costs of $5.5 million. The decrease in marketing costs was primarily due to lower brand marketing expenses.spending. The increase in sales costs was primarily due to higher compensation and benefits largely driven by an increase in the number of sales ~~employees.~~employees and higher accrued bonuses at The Athletic.

Media expenses, a component of sales and marketing costs that represents the cost to promote our subscription business, decreased ~~14.6%~~6.0% to ~~$26.1 million in the third quarter of 2023 from $30.6 million in the third quarter of 2022, and decreased 20.4% to $85.9~~$29.9 million in the first ~~nine months~~quarter of ~~2023~~2024 from ~~$107.9~~$31.8 million in the first ~~nine months~~quarter of ~~2022.~~2023. The ~~decreases~~decrease in the ~~third~~first quarter of ~~2023 and first nine months of 2023 were~~2024 was largely a result of lower subscriber acquisition ~~spending and lower brand marketing expenses, respectively.~~spending.

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~~first quarter ~~and first nine months~~ of ~~2023~~2024 increased ~~$7.0~~$6.1 million, or ~~13.8%~~10.7%, ~~and $21.8 million, or 14.7%, respectively~~ compared with the same prior-year ~~periods.~~period. The increase ~~in both periods~~ was largely due to growth in the number of digital product development employees in connection with digital subscription strategic initiatives.

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~~first quarter of ~~2023 increased $9.9~~2024 decreased $2.2 million, or ~~13.8%~~2.8%, compared with the same prior-year period. The ~~increase~~decrease was primarily due to ~~higher compensation~~lower building operations and ~~benefits of $4.7 million, driven by merit increases and incentive compensation, higher severance~~maintenance costs of ~~$1.1~~$2.0 million and a favorable change in the fair market value adjustment related to stock-based awards in 2024 of $1.3 million, partially offset by an increase in ~~our contingent consideration liability~~severance expense of ~~$0.9~~$0.6 million. Technology costs in general and administrative, which include costs related to enterprise technology and information security, increased 13.7% to $18.4 million compared with $16.2 million in the same prior-year period, primarily due to increases in both cost categories above.

General and administrative costs in the first nine months of 2023 increased $22.7 million, or 10.7%, compared with the same prior-year period. The increase was primarily due to higher compensation and benefits of $10.7 million driven by merit increases and incentive compensation, stock price appreciation on stock-based awards of $4.9 million as well as higher severance costs of $3.1 million. Technology costs in general and administrative, which include costs related to enterprise technology and information security, increased 10.7% to $53.3 million compared with $48.1 million in the same prior-year period, primarily due to increases in both cost categories above.

Depreciation and Amortization

Depreciation and amortization costs in the ~~third~~first quarter of ~~2023~~2024 were flat compared with the same prior-year period.

~~Depreciation~~Generative AI Litigation Costs

In the first quarter of 2024, the Company recorded $1.0 million of pre-tax litigation-related costs in connection with a lawsuit against Microsoft Corporation and ~~amortization costs~~Open AI Inc. and various of its corporate affiliates alleging unlawful and unauthorized copying and use of the Company’s journalism and other content in connection with their development of generative artificial intelligence products (“Generative AI Litigation Costs”). Management determined to report Generative AI Litigation Costs as a special item beginning in the first ~~nine months~~quarter of ~~2023 increased $3.0 million, or 4.9%, compared with~~2024 because, unlike other litigation expenses, the ~~same prior-year period. The increase was due~~Generative AI Litigation Costs arise from a discrete, complex and unusual proceeding and do not, in management’s view, reflect the Company’s ongoing business operational performance. See Note 14 of the Notes to the ~~impact from the~~Condensed Consolidated Financial Statements for additional ~~month of The Athletic costs in 2023, as well as assets placed in service in connection with the improvements in our Company Headquarters in 2022.~~

~~Acquisition-Related Costs~~

In the second quarter of 2022, the Company recorded $34.7 million of acquisition-related costs, which primarily included expenses paid in connection with the acceleration of The Athletic stock options and legal, accounting, financial advisory and integration planning expenses. There were no such costs recorded in the third quarter or first nine months of 2023.

~~Impairment Charges~~

~~In the third quarter of 2023, the Company recorded a $2.5 million impairment charge related to an indefinite-lived intangible asset.~~

~~In the second quarter of 2023, the Company recorded a $12.7 million impairment charge related to excess leased office space that is being marketed for sublet.~~

~~There were no impairment charges in the third quarter or first nine months of 2022.~~

~~Multiemployer Pension Plan Liability Adjustment~~

~~In the third quarters of 2023 and 2022, the Company recorded favorable adjustments related to a reduction in its multiemployer pension plan liability of $2.3 million and $7.1 million, respectively.~~

information.

3228

Segment Information

~~Since the acquisition of The Athletic in the first quarter of 2022, we~~We have ~~had~~ two reportable segments: NYTG and The Athletic. 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, multiemployer pension plan withdrawal costs and special items. 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 profit margin.

Subscription revenues from and expenses associated with our bundle are allocated to NYTG and The Athletic. The Athletic was first introduced into our bundle in June 2022. Therefore, The Athletic’s results for the second quarter of 2022 include bundle revenues 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 Nine Months Ended
		For the Quarters Ended
		For the Quarters Ended
		For the Quarters Ended
(In thousands)
(In thousands)
(In thousands)	(In thousands)	September 30, 2023			September 25, 2022 (1)(2)			% Change		September 30, 2023			September 25, 2022 (1)(2)			% Change
Revenues	Revenues
Revenues
Revenues
NYTG
NYTG
NYTG	NYTG	$	563,903		$	524,061		7.6	%	$	1,657,179		$	1,585,463		4.5	%
The Athletic	The Athletic	34,442			23,619			45.8	%	92,758			55,322			67.7	%
The Athletic
The Athletic
Intersegment eliminations (3)
Intersegment eliminations (3)
Intersegment eliminations (3)
Total revenues
Total revenues
Total revenues	Total revenues	$	598,345		$	547,680		9.3	%	$	1,749,937		$	1,640,785		6.7	%
Adjusted operating costs	Adjusted operating costs
Adjusted operating costs
Adjusted operating costs
NYTG
NYTG
NYTG	NYTG	$	466,249		$	443,031		5.2	%	$	1,394,268		$	1,347,891		3.4	%
The Athletic	The Athletic	42,341			35,672			18.7	%	119,774			86,795			38.0	%
The Athletic
The Athletic
Intersegment eliminations (3)
Intersegment eliminations (3)
Intersegment eliminations (3)
Total adjusted operating costs
Total adjusted operating costs
Total adjusted operating costs	Total adjusted operating costs	$	508,590		$	478,703		6.2	%	$	1,514,042		$	1,434,686		5.5	%
Adjusted operating profit (loss)	Adjusted operating profit (loss)
Adjusted operating profit (loss)
Adjusted operating profit (loss)
NYTG
NYTG
NYTG	NYTG	$	97,654		$	81,030		20.5	%	$	262,911		$	237,572		10.7	%
The Athletic	The Athletic	(7,899)			(12,053)			(34.5)	%	(27,016)			(31,473)			(14.2)	%
The Athletic
The Athletic
Total adjusted operating profit
Total adjusted operating profit
Total adjusted operating profit	Total adjusted operating profit	$	89,755		$	68,977		30.1	%	$	235,895		$	206,099		14.5	%
AOP margin % - NYTG	AOP margin % - NYTG	17.3		%	15.5		%	180 bps		15.9		%	15.0		%	90 bps
(1) Third quarter and nine months of 2022 were recast to conform to the current presentation of total operating costs. See Executive Overview for more details																		(2) Recast to reflect updated bundle allocation methodology.
AOP margin % - NYTG
AOP margin % - NYTG
(1) Recast to reflect the Company’s updated bundle allocation methodology.
(1) Recast to reflect the Company’s updated bundle allocation methodology.
(1) Recast to reflect the Company’s updated bundle allocation methodology.
(2) Recast to conform to the current presentation of total operating costs. See “Executive Overview” for more detail.
(3) Intersegment eliminations (“I/E”) related to content licensing.
(3) Intersegment eliminations (“I/E”) related to content licensing.
(3) Intersegment eliminations (“I/E”) related to content licensing.
* 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.
* Represents a change equal to or in excess of 100% or not meaningful.

3329


Revenues detail by segment	Revenues detail by segment
		For the Quarters Ended						For the Nine Months Ended
Revenues detail by segment
Revenues detail by segment
		For the Quarters Ended
		For the Quarters Ended
		For the Quarters Ended
(In thousands)
(In thousands)
(In thousands)	(In thousands)	September 30, 2023		September 25, 2022 (1)		% Change		September 30, 2023		September 25, 2022 (1)		% Change
NYTG	NYTG
NYTG
NYTG
Subscription
Subscription
Subscription	Subscription	$	392,937	$	361,488	8.7	%	$	1,152,130	$	1,089,710	5.7	%
Advertising	Advertising	108,672		108,134		0.5	%	323,091		337,456		(4.3)	%
Advertising
Advertising
Other
Other
Other	Other	62,294		54,439		14.4	%	181,958		158,297		14.9	%
Total	Total	$	563,903	$	524,061	7.6	%	$	1,657,179	$	1,585,463	4.5	%
Total
Total
The Athletic
The Athletic
The Athletic	The Athletic
Subscription	Subscription	$	25,640	$	21,184	21.0	%	$	73,579	$	48,560	51.5	%
Subscription
Subscription
Advertising
Advertising
Advertising	Advertising	8,441		2,333		*		18,033		6,660		*
Other	Other	361		102		*		1,146		102		*
Other
Other
Total	Total	$	34,442	$	23,619	45.8	%	$	92,758	$	55,322	67.7	%
Total
Total
I/E (2)
I/E (2)
I/E (2)
The New York Times Company
The New York Times Company
The New York Times Company	The New York Times Company
Subscription	Subscription	$	418,577	$	382,672	9.4	%	$	1,225,709	$	1,138,270	7.7	%
Subscription
Subscription
Advertising
Advertising
Advertising	Advertising	117,113		110,467		6.0	%	341,124		344,116		(0.9)	%
Other	Other	62,655		54,541		14.9	%	183,104		158,399		15.6	%
Other
Other
Total	Total	$	598,345	$	547,680	9.3	%	$	1,749,937	$	1,640,785	6.7	%
(1) Recast to reflect updated bundle allocation methodology.
Total
Total
(1) Recast to reflect the Company’s updated bundle allocation methodology.
(1) Recast to reflect the Company’s updated bundle allocation methodology.
(1) Recast to reflect the Company’s updated bundle allocation methodology.
(2) I/E related to content licensing recorded in Other revenues.
* 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.
* Represents a change equal to or in excess of 100% or not meaningful.

3430

Adjusted operating costs (operating costs before depreciation and amortization, severance, multiemployer pension plan withdrawal costs and special items) details by segment
For the Quarters Ended For the Nine Months Ended
(In thousands) September 30, 2023
September 25, 2022 (1)
% Change September 30, 2023
September 25, 2022 (1)
% Change
NYTG
Cost of revenue (excluding depreciation and amortization) $ 288,228 $ 274,506 5.0 % $ 860,340 $ 823,966 4.4 %
Sales and marketing 51,956 56,503 (8.0) % 165,135 189,146 (12.7) %
Product development 50,930 45,546 11.8 % 151,810 137,498 10.4 %
Adjusted general and administrative (2)
75,135 66,476 13.0 % 216,983 197,281 10.0 %
Total $ 466,249 $ 443,031 5.2 % $ 1,394,268 $ 1,347,891 3.4 %
The Athletic
Cost of revenue (excluding depreciation and amortization) $ 22,907 $ 20,350 12.6 % $ 67,570 $ 52,838 27.9 %
Sales and marketing 10,679 8,229 29.8 % 26,775 15,943 67.9 %
Product development 6,503 4,928 32.0 % 18,732 11,231 66.8 %
Adjusted general and administrative (3)
2,252 2,165 4.0 % 6,697 6,783 (1.3) %
Total $ 42,341 $ 35,672 18.7 % $ 119,774 $ 86,795 38.0 %
The New York Times Company
Cost of revenue (excluding depreciation and amortization) $ 311,135 $ 294,856 5.5 % $ 927,910 $ 876,804 5.8 %
Sales and marketing 62,635 64,732 (3.2) % 191,910 205,089 (6.4) %
Product development 57,433 50,474 13.8 % 170,542 148,729 14.7 %
Adjusted general and administrative 77,387 68,641 12.7 % 223,680 204,064 9.6 %
Total $ 508,590 $ 478,703 6.2 % $ 1,514,042 $ 1,434,686 5.5 %
(1) Recast to reflect updated bundle allocation methodology.
(2) Excludes severance of $3.1 million and $6.4 million for the third quarter and first nine months of 2023, respectively. Excludes multiemployer pension withdrawal costs of $1.4 million and $3.9 million for the third quarter and first nine months of 2023, respectively. Excludes severance of $2.0 million and $4.5 million for the third quarter and first nine months of 2022, respectively, and multiemployer pension withdrawal costs of $1.3 million and $3.7 million for the third quarter and first nine months of 2022, respectively.
(3) Excludes severance of $1.2 million for the first nine months of 2023. Excludes severance of $0.2 million for the first nine months of 2022.
* Represents a change equal to or in excess of 100% or not meaningful.


Adjusted operating costs (operating costs before depreciation and amortization, severance, multiemployer pension plan withdrawal costs and special items) details by segment
	For the Quarters Ended
(In thousands)	March 31, 2024		March 31, 2023 (1)		% Change
NYTG
Cost of revenue (excluding depreciation and amortization)	$	292,457	$	284,323	2.9	%
Sales and marketing	55,481		58,932		(5.9)	%
Product development	54,865		50,832		7.9	%
Adjusted general and administrative (2)	69,847		73,408		(4.9)	%
Total	$	472,650	$	467,495	1.1	%
The Athletic
Cost of revenue (excluding depreciation and amortization)	$	24,973	$	22,529	10.8	%
Sales and marketing	9,653		8,102		19.1	%
Product development	8,320		6,230		33.5	%
Adjusted general and administrative (3)	2,928		2,408		21.6	%
Total	$	45,874	$	39,269	16.8	%
I/E(4)	$	(563)	$	—	*
The New York Times Company
Cost of revenue (excluding depreciation and amortization)	$	316,867	$	306,852	3.3	%
Sales and marketing	65,134		67,034		(2.8)	%
Product development	63,185		57,062		10.7	%
Adjusted general and administrative	72,775		75,816		(4.0)	%
Total	$	517,961	$	506,764	2.2	%
(1) Recast to reflect the Company’s updated bundle allocation methodology.
(2) Excludes severance of $4.0 million and multiemployer pension withdrawal costs of $1.6 million for the first quarter of 2024. Excludes severance of $3.3 million and multiemployer pension withdrawal costs of $1.5 million for the first quarter of 2023.
(3) Excludes severance of $0.4 million and $0.5 million for the first quarter of 2024 and 2023, respectively.
(4) I/E related to content licensing recorded in Cost of revenue (excluding depreciation and amortization).
* Represents a change equal to or in excess of 100% or not meaningful.

The New York Times Group

NYTG revenues increased ~~7.6%~~4.6% in the ~~third~~first quarter of ~~2023~~2024 to ~~$563.9~~$557.4 million from ~~$524.1~~$532.8 million in the ~~third~~first quarter of ~~2022 and~~2023. Subscription revenues increased ~~4.5%~~7.3% in the first ~~nine months~~quarter of ~~2023~~2024 to ~~$1.7 billion~~$401.4 million from ~~$1.6 billion~~$374.2 million in the first ~~nine months of 2022. Subscription revenues increased 8.7% to $392.9 million from $361.5 million in the third~~ quarter of ~~2022 and increased 5.7% in the first nine months of~~ 2023, ~~to $1.2 billion from $1.1 billion in the first nine months of 2022~~ due to growth in subscription revenues from digital-only products, partially offset by decreases in print subscription revenues. Advertising revenues ~~increased 0.5%~~decreased 4.0% in the first quarter of 2024 to ~~$108.7~~$98.0 million from ~~$108.1~~$102.1 million in the ~~third~~first quarter of ~~2022~~2023, due to ~~higher~~declines in print advertising revenues, partially offset by ~~lower~~higher digital advertising revenues. Print advertising revenues ~~increased~~decreased primarily due to ~~an increase~~a decrease in ~~column-inches,~~column-inches. Digital advertising revenues increased primarily as a result of higher creative services fees and higher open-market programmatic revenues, partially offset by ~~a decrease~~lower direct-sold display advertising and podcast advertising. Other revenues increased 2.6% in ~~print advertising rate. Digital advertising revenues decreased due~~the first quarter of 2024 to ~~lower revenues from creative services and podcasts, which were partially offset by higher revenues from direct-sold and programmatic display advertising. Advertising revenues decreased 4.3% to $323.1~~$58.0 million from ~~$337.5~~$56.5 million in the first ~~nine months~~quarter of ~~2022~~2023, due to ~~lower digital advertising~~higher Wirecutter affiliate referral revenues ~~primarily a result of lower~~and licensing revenues, ~~from podcasts and creative services, which were~~ partially offset by ~~higher programmatic~~lower book, television, and direct-sold display advertising. Print advertising revenue was impacted by secular trends. In addition, we believe the macroeconomic environment adversely impacted both digital and print advertising spending.film revenues.

NYTG adjusted operating costs increased ~~5.2%~~1.1% in the ~~third~~first quarter of ~~2023~~2024 to ~~$466.2~~$472.7 million from ~~$443.0~~$467.5 million in the ~~third~~first quarter of ~~2022 and increased 3.4% in the first nine months of 2023 to $1.4 billion from $1.3 billion in the first nine months of 2022.~~2023. The increase in costs ~~in both periods~~ was primarily related to ~~growth in the numbers of employees who work in the newsroom as well as~~ higher ~~general and administrative~~journalism and product development costs, partially offset by lower general and administrative and sales and marketing costs.

NYTG adjusted operating profit increased ~~20.5% in the third quarter of 2023 to $97.7 million from $81.0 million in the third quarter of 2022 and increased 10.7%~~29.8% in the first ~~nine months~~quarter of ~~2023~~2024 to ~~$262.9~~$84.7 million from ~~$237.6~~$65.3 million in the first ~~nine months of 2022. The increase in the third~~ quarter of ~~2023 was primarily as a result of higher digital subscription, other and advertising revenues, partially offset by higher adjusted operating costs.~~2023. The increase in the first ~~nine months~~quarter of ~~2023~~2024 was primarily as a result of higher digital subscription and other revenues, partially offset by higher adjusted operating costs and lower print advertising revenues.

~~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 nine months of 2022 included The Athletic for approximately eight months, while results for the first nine months of 2023 included the Athletic for the full nine months.

The Athletic revenues increased ~~45.8% in the third quarter of 2023 to $34.4 million from $23.6 million in the third quarter of 2022 and increased 67.7%~~33.0% in the first ~~nine months~~quarter of ~~2023~~2024 to ~~$92.8~~$37.2 million from ~~$55.3~~$28.0 million in the first ~~nine months~~quarter of ~~2022.~~2023. Subscription revenues increased ~~21.0%~~18.2% in the first quarter of 2024 to ~~$25.6~~$27.6 million from ~~$21.2~~$23.4 million in the ~~third~~first quarter of ~~2022,~~2023, primarily due to growth in digital-only subscribers with The ~~Athletic, and~~Athletic. Other revenue increased ~~51.5%~~ in the first ~~nine months~~quarter of ~~2023~~2024 to ~~$73.6~~$3.8 million from ~~$48.6~~$0.4 million in the first ~~nine months~~quarter of ~~2022,~~2023, primarily due to ~~the impact~~an increase in licensing revenue from ~~the additional month of revenues in 2023, as well as the impact of additional months of bundle-related revenues in 2023 and growth in digital-only subscribers with The Athletic.~~an Apple licensing deal. Advertising revenues increased in the first quarter of 2024 to ~~$8.4~~$5.7 million from ~~$2.3 million in the third quarter of 2022 and increased to $18.0 million from $6.7~~$4.2 million in the first ~~nine months~~quarter of ~~2022,~~2023, primarily due to ~~the launch of~~higher revenues from direct-sold display advertising, partially offset by a decrease in ~~the third quarter of 2022.~~podcast advertising.

The Athletic adjusted operating costs increased ~~18.7% in the third quarter of 2023 to $42.3 million from $35.7 million in the third quarter of 2022 and increased 38.0%~~16.8% in the first ~~nine months~~quarter of ~~2023~~2024 to ~~$119.8~~$45.9 million from ~~$86.8~~$39.3 million in the first ~~nine months of 2022. The increase in costs in the third~~ quarter of ~~2023 was primarily due to higher sales and marketing costs and product development costs, as well as growth in the number of employees who work in the newsroom.~~2023. The increase in costs in the first ~~nine months~~quarter of ~~2023~~2024 was primarily due to higher product development and sales and marketing costs, ~~journalism costs and product development costs, primarily due to the impact from the additional month of costs in 2023,~~ as well as ~~the impact of the additional months of bundle-related costs.~~higher journalism expenses.

The Athletic adjusted operating loss decreased ~~34.5% to $7.9 million~~23.2% in the ~~third~~first quarter of ~~2023 from $12.1 million in the third quarter of 2022 and decreased 14.2%~~2024 to ~~$27.0~~$8.7 million in the first ~~nine months~~quarter of ~~2023~~2024 from ~~$31.5~~$11.3 million in the first ~~nine months~~quarter of ~~2022,~~2023, 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:

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

•adjusted operating profit, defined as 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;

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

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

The special items in 2024 consisted of:

•$1.0 million of Generative AI Litigation Costs ($0.7 million or $0.0 per share after tax).

There were no special items in the first quarter of 2023.

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, 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 beginning in the first quarter of 2024, Generative AI Litigation Costs, as well as 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. Management determined to report Generative AI Litigation Costs as a special item and thus exclude them beginning in the first quarter of 2024 because, unlike other litigation expenses which are not excluded, the Generative AI Litigation Costs arise from a discrete, complex and unusual proceeding and do not, in management’s view, reflect the Company’s ongoing business operational 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.

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 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 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 excluding amortization of acquired intangible assets, severance, non-operating retirement costs and special items (or adjusted diluted earnings per share)
Reconciliation of diluted earnings per share excluding amortization of acquired intangible assets, severance, non-operating retirement costs and special items (or adjusted diluted earnings per share)
Reconciliation of diluted earnings per share excluding amortization of acquired intangible assets, severance, non-operating retirement costs and special items (or adjusted diluted earnings per share)
		For the Quarters Ended
			March 31, 2024
			March 31, 2024
			March 31, 2024
Diluted earnings per share
Diluted earnings per share
Diluted earnings per share
Add:
Add:
Add:
Amortization of acquired intangible assets
Amortization of acquired intangible assets
Amortization of acquired intangible assets
Severance
Severance
Severance
Non-operating retirement costs:
Non-operating retirement costs:
Non-operating retirement costs:
Multiemployer pension plan withdrawal costs
Multiemployer pension plan withdrawal costs
Multiemployer pension plan withdrawal costs
Other components of net periodic benefit costs
Other components of net periodic benefit costs
Other components of net periodic benefit costs
Special items:
Special items:
Special items:
Generative AI Litigation Costs
Generative AI Litigation Costs
Generative AI Litigation Costs
			For the Quarters Ended						For the Nine Months Ended
			September 30, 2023		September 25, 2022		% Change		September 30, 2023		September 25, 2022		% Change
Diluted earnings per share			$	0.32	$	0.22	45.5	%	$	0.74	$	0.62	19.4	%
Add:
Amortization of acquired intangible assets			0.04		0.04		—		0.13		0.12		8.3	%
Severance			0.02		0.01		*		0.05		0.03		66.7	%
Non-operating retirement costs:
Multiemployer pension plan withdrawal costs			0.01		0.01		—		0.02		0.02		—
Other components of net periodic benefit costs/(income)			—		0.01		*		(0.01)		0.03		*
Special items:
Acquisition-related costs			—		—		—		—		0.21		*
Impairment charges			0.02		—		*		0.10		—		*
Gain on the sale of land			—		—		—		—		(0.20)		*
Multiemployer pension plan liability adjustment			(0.01)		(0.04)		(75.0)	%	(0.01)		(0.04)		(75.0)	%

Income tax expense of adjustments

Income tax expense of adjustments

Income tax expense of adjustments	Income tax expense of adjustments		(0.02)		(0.01)		*		(0.07)		(0.04)		75.0	%
Adjusted diluted earnings per share (1)	Adjusted diluted earnings per share (1)		$	0.37	$	0.24	54.2	%	$	0.94	$	0.73	28.8	%
Adjusted diluted earnings per share (1)
Adjusted diluted earnings per share (1)

(1) Amounts may not add due to rounding.

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

3833

																			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) and of adjusted operating profit margin
Reconciliation of operating profit before depreciation and amortization, severance, multiemployer pension plan withdrawal costs and special items (or adjusted operating profit) and of adjusted operating profit margin
Reconciliation of operating profit before depreciation and amortization, severance, multiemployer pension plan withdrawal costs and special items (or adjusted operating profit) and of adjusted operating profit margin
		For the Quarters Ended
(In thousands)
(In thousands)
(In thousands)
Operating profit
Operating profit
Operating profit
Add:
Add:
Add:
Depreciation and amortization
Depreciation and amortization
Depreciation and amortization
Severance
Severance
Severance
Multiemployer pension plan withdrawal costs
Multiemployer pension plan withdrawal costs
Multiemployer pension plan withdrawal costs
Generative AI Litigation Costs
Generative AI Litigation Costs
Generative AI Litigation Costs

			For the Quarters Ended								For the Nine Months Ended
(In thousands)			September 30, 2023			September 25, 2022 (1)			% Change		September 30, 2023			September 25, 2022 (1)			% Change
Operating profit			$	63,567		$	51,015		24.6	%	$	147,242		$	108,960		35.1	%
Add:
Depreciation and amortization			21,475			21,760			(1.3)	%	64,173			61,150			4.9	%
Severance			3,086			2,010			53.5	%	7,578			4,670			62.3	%
Multiemployer pension plan withdrawal costs			1,397			1,319			5.9	%	3,936			3,734			5.4	%
Acquisition-related costs			—			—			—		—			34,712			*
Impairment charges			2,503			—			*		15,239			—			*
Multiemployer pension plan liability adjustment			(2,273)			(7,127)			(68.1)	%	(2,273)			(7,127)			(68.1)	%
Adjusted operating profit

Adjusted operating profit

Adjusted operating profit	Adjusted operating profit		$	89,755		$	68,977		30.1	%	$	235,895		$	206,099		14.5	%
Divided by:	Divided by:
Divided by:
Divided by:
Revenue
Revenue
Revenue	Revenue		598,345			547,680			9.3	%	1,749,937			1,640,785			6.7	%
Operating profit margin	Operating profit margin		10.6		%	9.3		%	130 bps		8.4		%	6.6		%	180 bps
Operating profit margin
Operating profit margin
Adjusted operating profit margin	Adjusted operating profit margin		15.0		%	12.6		%	240 bps		13.5		%	12.6		%	90 bps
(1) Recast to reflect updated bundle allocation methodology.
Adjusted operating profit margin
Adjusted operating profit margin
* 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 total operating costs before depreciation and amortization, severance, multiemployer pension plan withdrawal costs and special items (or adjusted operating costs)
	For the Quarters Ended
	March 31, 2024								March 31, 2023(1)(2)
(In thousands)	NYTG		The Athletic		I/E(3)		Total		NYTG		The Athletic		Total		% Change
Total operating costs	$	493,275	$	52,984	$	(563)	$	545,696	$	486,285	$	46,554	$	532,839	2.4	%
Less:
Depreciation and amortization	14,025		6,681		—		20,706		14,006		6,834		20,840		(0.6)	%
Severance	3,999		429		—		4,428		3,329		451		3,780		17.1	%
Multiemployer pension plan withdrawal costs	1,612		—		—		1,612		1,455		—		1,455		10.8	%
Generative AI Litigation Costs	989		—		—		989		—		—		—		*


Adjusted operating costs	$	472,650	$	45,874	$	(563)	$	517,961	$	467,495	$	39,269	$	506,764	2.2	%
(1) Recast to reflect the Company’s updated bundle allocation methodology.
(2) Recast to conform to the current presentation of total operating costs. See “Executive Overview” for more detail.
(3) I/E related to content licensing.
* Represents a change equal to or in excess of 100% or not meaningful.

Reconciliation of total operating costs before depreciation and amortization, severance, multiemployer pension plan withdrawal costs and special items (or adjusted operating costs)
For the Quarters Ended For the Nine Months Ended
(In thousands) September 30, 2023
September 25, 2022 (1)(2)
% Change September 30, 2023
September 25, 2022 (1)(2)
% Change
Total operating costs $ 534,778 $ 496,665 7.7 % $ 1,602,695 $ 1,531,825 4.6 %
Less:
Depreciation and amortization 21,475 21,760 (1.3) % 64,173 61,150 4.9 %
Severance 3,086 2,010 53.5 % 7,578 4,670 62.3 %
Multiemployer pension plan withdrawal costs 1,397 1,319 5.9 % 3,936 3,734 5.4 %
Acquisition-related costs — — — — 34,712 *
Impairment charges 2,503 — * 15,239 — *
Multiemployer pension plan liability adjustment (2,273) (7,127) (68.1) % (2,273) (7,127) (68.1) %
Adjusted operating costs $ 508,590 $ 478,703 6.2 % $ 1,514,042 $ 1,434,686 5.5 %
Adjusted operating costs by segment
NYTG 466,249 443,031 5.2 % 1,394,268 1,347,891 3.4 %
The Athletic 42,341 35,672 18.7 % 119,774 86,795 38.0 %
Total adjusted operating costs $ 508,590 $ 478,703 6.2 % $ 1,514,042 $ 1,434,686 5.5 %
(1) Recast to reflect updated bundle allocation methodology.
(2) Third quarter and nine months of 2022 were recast to conform to the current presentation of total operating costs. See Executive Overview for more details
* Represents a change equal to or in excess of 100% or not meaningful.

4034

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 30, 2023,~~March 31, 2024, we had cash, cash equivalents and short- and long-term marketable securities of ~~$587.8~~$686.3 million. Our cash and marketable securities balances between December 31, ~~2022,~~2023, and ~~September 30, 2023, increased~~March 31, 2024, decreased primarily due to ~~cash proceeds from operating activities, partially offset by dividend~~incentive compensation payments, share repurchases, ~~capital expenditures~~dividends payments and share-based compensation withholding tax ~~payments.~~payments, partially offset by higher net income.

We have paid quarterly dividends on the Class A and Class B Common Stock each quarter since late 2013. In February ~~2023,~~2024, the Board of Directors approved an increase in the quarterly dividend to ~~$0.11~~$0.13 per share, which was paid in April ~~2023. In June and September 2023, the Board of Directors declared a quarterly dividend of $0.11 per share on the Class A and Class B Common Stock, which was paid in July and October 2023.~~2024. 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 2023, the Board of Directors approved a $250.0 million Class A share repurchase program in addition to the amount remaining under the existing $150.0 million authorization approved in February 2022. The authorizations provide that shares of Class A 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 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 these authorizations. As of ~~September 30, 2023,~~March 31, 2024, repurchases under these authorizations totaled approximately ~~$148.6~~$182.0 million (excluding ~~commissions)~~commissions and excise taxes), fully utilizing the 2022 authorization and leaving approximately ~~$251.4~~$218.0 million ~~remained. As of November 3,~~under the 2023, ~~repurchases under these authorization totaled approximately $149.5 million (excluding commissions), and approximately $250.5 million remained.~~ authorization. During the ~~nine months~~quarter ended ~~September 30, 2023,~~March 31, 2024, repurchases under these authorizations totaled approximately ~~$43.6~~$32.4 million and we repurchased an additional $5.0 million (excluding ~~commissions).~~commissions and excise taxes) between April 1, 2024 and May 3, 2024, leaving approximately $213.0 million remaining under the 2023 authorization.

Beginning in 2022, the Tax Cuts and Jobs Act of 2017 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. In ~~2022, our cash from operations decreased approximately $60 million and our net deferred tax assets increased by a similar amount as a result of this legislation. In 2023,~~2024, we expect a negative impact on our cash from operations of approximately ~~$31 million.~~$28 million and our net deferred tax assets to increase by a similar amount as a result of this legislation. The actual impact on ~~2023~~2024 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.

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 Quarters Ended
(In thousands)
(In thousands)
(In thousands)	(In thousands)		September 30, 2023		September 25, 2022		% Change			March 31, 2024				March 31, 2023				% Change
Operating activities	Operating activities		$	224,100	$	85,024	*		Operating activities		$	53,079	$		$	50,730	4.6		4.6		%
Investing activities	Investing activities		$	(97,288)	$	(79,299)	22.7	%	Investing activities		$	(66,391)	$		$	22,175	*			*
Financing activities	Financing activities		$	(111,816)	$	(133,239)	(16.1)	%	Financing activities		$	(68,684)	$		$	(58,530)	17.3		17.3		%
* 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.

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 increased in the first ~~nine months~~quarter of ~~2023~~2024 compared with the same prior-year period primarily due to higher net income ~~(which in 2022 was impacted~~and higher cash collections from accounts receivable, partially offset by ~~a payment related to the acceleration of Athletic stock options in connection with the acquisition), lower tax payments and lower~~higher cash payments 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 months~~quarter of ~~2023~~2024 was primarily related to ~~$85.5~~$60.5 million in net purchases of marketable securities and capital expenditures of ~~$16.5~~$6.4 million.

Financing Activities

Cash used in financing activities generally includes the payment of dividends, share-based compensation withholding tax payments and share repurchases.

Net cash used in financing activities in the first ~~nine months~~quarter of ~~2023~~2024 was primarily related to share repurchases of $32.5 million, dividend payments of ~~$51.4~~$18.6 million ~~share repurchases of $43.6 million (excluding commissions)~~ and share-based compensation tax withholding payments of ~~$14.3~~$17.6 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 Nine Months Ended

For the Three Months Ended

(In thousands)

September 30, 2023

September 25, 2022

Net cash provided by operating activities

224,100

85,024

Net cash provided by operating activities

Less: Capital expenditures

(16,539)

(27,809)

Free cash flow

207,561

57,215

Free cash flow

Free cash flow in the first ~~nine months~~quarter of ~~2022~~2024 was ~~negatively impacted~~$46.7 million compared with $44.7 million in 2023. Free cash flow increased primarily due to higher cash provided by ~~a one-time payment related to the acceleration of The Athletic Media Company stock options in connection with the acquisition.~~operating activities, as discussed above.

Restricted Cash

We were required to maintain ~~$14.3~~$13.9 million of restricted cash as of ~~September 30, 2023,~~March 31, 2024, and ~~$13.8~~$13.7 million as of December 31, ~~2022,~~2023, substantially all of which is set aside to collateralize workers’ compensation obligations.

Capital Expenditures

Capital expenditures totaled approximately ~~$17~~$7 million and ~~$29~~$6 million in the first ~~nine months~~quarters of ~~2023~~2024 and ~~2022,~~2023, respectively. The ~~decrease~~increase in capital expenditures in ~~2023~~2024 was primarily driven by higher expenditures at our College Point, N.Y., printing and distribution facility, investments in technology to support our strategic initiatives and improvements in the ~~prior year related to improvements in our~~ Company Headquarters. The increase was partially offset by lower expenditures at a newsroom bureau. The cash payments related to capital expenditures totaled approximately ~~$17 million and $28~~$6 million in the first ~~nine months~~quarters of ~~2023~~2024 and ~~2022,~~2023, respectively.

Revolving Credit Facility

On July 27, 2022, we entered into a $350.0 million five-year unsecured revolving credit facility that amended and 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 30, 2023,~~March 31, 2024, and December 31, ~~2022,~~2023, there were no outstanding borrowings under this credit facility, and ~~approximately $0.6 million in~~the Company did not have other outstanding ~~letters of credit, with the remaining committed amount available.~~debt. As of ~~September 30, 2023,~~March 31, 2024, the Company was in compliance with the financial covenants contained in 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 31, ~~2022.~~2023. Other than as described in Note 2 of the Notes to the Condensed Consolidated Financial Statements, as of ~~September 30, 2023,~~March 31, 2024, our critical accounting policies have not changed from December 31, ~~2022.~~2023.

4236

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; numerous factors that affect our advertising revenues, including 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; risks associated with generative artificial intelligence technology; economic, market, geopolitical and public health conditions or other events; risks associated with the international scope of our business and foreign operations; significant disruptions in our newsprint supply chain or newspaper printing and distribution channels or a significant increase in the costs to print and distribute our newspaper; ~~risks associated with the international scope of our business and foreign operations;~~ risks associated with environmental, social and governance matters and any related reporting obligations; adverse results from litigation or governmental investigations; risks associated with acquisitions (including The Athletic), divestitures, investments and similar transactions; the risks and challenges associated with investments we make in new and existing products and services; risks associated with attracting and maintaining a talented and diverse workforce; the impact of labor negotiations and agreements; potential limits on our operating flexibility 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; our ability to improve and scale our technical and data infrastructure; security incidents and other network and information systems disruptions; our ability to comply with laws and regulations with respect to privacy, data protection and consumer marketing and subscription 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; 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 31, ~~2022,~~2023, 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 31, ~~2022,~~2023, details our disclosures about market risk. As of ~~September 30, 2023,~~March 31, 2024, there were no material changes in our market risks from December 31, ~~2022.~~2023.

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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 30, 2023.~~March 31, 2024. Based upon such evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of ~~September 30, 2023,~~March 31, 2024, 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 30, 2023,~~March 31, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

4438

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

We are involved in various legal actions incidental to our business that are now pending against us. These actions generally ~~have damage~~assert damages claims that are greatly in excess of the ~~payments,~~amount, if any, that we would be ~~required~~liable to pay if we lost or settled the cases. We record a liability for legal claims when a loss is probable and the amount can be reasonably estimated. Although the Company cannot predict the outcome of these matters, no amount of loss in excess of recorded amounts as of ~~September 30, 2023,~~March 31, 2024, is believed to be reasonably possible.

On December 27, 2023, we filed a lawsuit against Microsoft Corporation (“Microsoft”) and Open AI Inc. and various of its corporate affiliates (collectively, “OpenAI”) in the United States District Court for the Southern District of New York, alleging copyright infringement, unfair competition, trademark dilution and violations of the Digital Millennium Copyright Act, related to their unlawful and unauthorized copying and use of our journalism and other content. We are seeking monetary relief, injunctive relief preventing Microsoft and OpenAI from continuing their unlawful, unfair and infringing conduct and other relief. We intend to vigorously pursue all of our legal remedies in this litigation, but there is no guarantee that we will be successful in our efforts.

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 31, ~~2022.~~2023.

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

In February 2022, the Board of Directors approved a $150.0 million Class A stock repurchase program. In February 2023, in addition to the amount remaining under the 2022 authorization, the Board of Directors approved a $250.0 million Class A share repurchase program. The authorizations provide that shares of Class A 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 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 these authorizations. As of ~~September 30, 2023,~~March 31, 2024, repurchases under these authorizations totaled approximately ~~$148.6~~$182.0 million (excluding ~~commissions)~~commissions and excise taxes), fully utilizing the 2022 authorization and leaving approximately ~~$251.4~~$218.0 million ~~remained.~~remaining under the 2023 authorization.

~~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~~

~~July 1, 2023 - July 31, 2023~~

—

~~251,438,000~~

~~August 1, 2023 - August 31, 2023~~

—

~~251,438,000~~

~~September 1, 2023 - September 30, 2023~~

—

~~251,438,000~~

~~Total for the third quarter of 2023~~

—

~~251,438,000~~


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
January 1, 2024 - January 31, 2024	122,324	$	49.05	122,324	$	244,478,000
February 1, 2024 - February 29, 2024	526,260	$	45.82	526,260	$	220,431,000
March 1, 2024 - March 31, 2024	54,884	$	43.71	54,884	$	218,032,000
Total for the first quarter of 2024	703,468	$	46.14	703,468	$	218,032,000

Item 5. Other Information

Securities Trading Plans of Directors and Executive Officers

During the three months ended ~~September 30, 2023,~~March 31, 2024, 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).

4539

Item 6. Exhibits


Exhibit No.

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

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

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

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

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

101.SCH						Inline XBRL Taxonomy Extension Schema Document.

101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document.

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

4640

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~~May 8, ~~2023~~2024	/s/ William Bardeen
		William Bardeen Executive Vice President and Chief Financial Officer (Principal Financial Officer)

4741