nyt-20240630

美国

证券交易委员会

华盛顿特区20549

表格 10-Q

☒ 根据《1934年证券交易法》第13或15(d)条款的季度报告。

截至2024年6月30日季度结束 2024年6月30日

☐ 根据1934年证券交易法第13或15(d)条款的过渡报告

过渡期从___到___

委员会文件编号 1-5837

纽约时报公司

（依凭章程所载的完整登记名称）


纽约						13-1102020
(成立地或组织其他管辖区)						（联邦税号）

620 Eighth Avenue, 纽约, 纽约 10018

(公司总部地址及邮递区号)

注册人的电话号码，包括区号 212-556-1234

根据本法第 12 (b) 条注册的证券：

每种类别的名称

交易标的（s）

每个注册交易所的名称

A类普通股

纽约时报

纽约证券交易所

请以勾选方式表示，证明公司：(1)在过去12个月内已提交证券交易法1934年第13或15(d)条规定需要提交的所有报告（或在公司被要求提交该报告的更短时期内），以及(2)公司在过去90天内一直受到此提交要求的规定。是 x没有 o

在前12个月内（或公司需要提交这些文件的较短时间内），公司是否已通过选中标记表明已阅读并提交了应根据S-t法规第405条规定（本章第232.405条）提交的所有互动式数据文件？是 x 没有o

请勾选表示公司是否属于大型加速档案申报人、加速档案申报人、非加速档案申报人、较小型报告公司或新兴成长型公司。请参见《交易所法》第120亿2条中「大型加速档案申报人」、「加速档案申报人」、「较小型报告公司」和「新兴成长型公司」的定义。

大型加速归档人

☒

加速归档人

☐

非加速归档人

☐

小型报告公司

☐

新兴成长型企业

☐

I若为新兴成长公司，请勾选该选项，以示登记人选择不使用根据《交易所法》第13(a)条规定提供的任何新的或修订的财务会计准则的延长过渡期。☐

如果证券根据该法案第12(b)条的规定注册，请以核对标记表示，申报人所附的基本报表是否反映对先前发布的基本报表的更正。 ☐

请勾选表示这些错误更正是否为需要根据第240.10D-1(b)条进行有关回复期间内任何登记人执行主管所获得基于激励的补偿之恢复分析的重述。 ☐

标示√表示登记者是否属于外壳公司（如交易所法规120亿2所定义）。是 ☐ 没有x

截至2024年8月2日，登记公司普通股每类的股份数（不包括库存股）：


A类普通股	163,449,311	股份
普通B类股	780,724	股份

纽约时报公司

指数



第一部分		财务资讯	1
项目	1	基本报表	1
		2024年6月30日的总合资产负债表（未经审核）以及2023年12月31日	1
		2024年6月30日和2023年6月30日结束的季度和六个月的简明综合损益表（未经审核）	3
		2024年6月30日和2023年6月30日结束的季度和六个月的简明综合损益表（未经审核）	4
		截至2024年6月30日和2023年6月30日，未经审核的简明综合股东权益变动表（未经查核）的季度和六个月。	5
		截至2024年6月30日和2023年6月30日，未经审核的简明综合现金流量表（未经查核）的季度和六个月。	7
		简明合并财务报表注释	8
项目	2	管理层对财务状况和业绩的讨论与分析	23
项目	3	市场风险的定量和定性披露。	42
项目	4	内部控制及程序	43

第二部分		其他信息	44
项目	1	法律诉讼	44
项目	1A	风险因素	44
项目	2	股票权益的未注册销售和资金用途	44
项目	5	其他信息	44
项目	6	展品	45

第一部分. 财务资讯

项目1.基本报表

纽约时报公司

缩表合并资产负债表

（以千为单位，除股份及每股数据外）


	2024年6月30日		2023年12月31日
	(未经查核)
资产
流动资产合计
现金及现金等价物	$	222,946	$	289,472
短期有价证券	188,436		162,094
应收账款（扣除$的总经经费）12,550 12,800 截至2023年12月31日。	181,280		242,488
预付款项	50,410		59,712
其他流动资产	73,081		27,887
全部流动资产	716,153		781,653
其他资产
长期有价证券	312,593		257,633
物业、厂房及设备（扣除累积折旧及摊销$889,750 870,329 截至2023年12月31日	502,740		514,245
商誉	414,163		416,098
无形资产，扣除累计摊销	271,614		285,490
推延所得税	128,152		114,505
其他资产	327,953		344,971
资产总额	$	2,673,368	$	2,714,595

请查阅简明综合基本报表附注。

纽约时报公司

总合财务状况表-(续)

（以千为单位，除股份及每股数据外）


	2024年6月30日		2023年12月31日
	(未经查核)
负债及股东权益
流动负债
应付账款	$	120,902	$	116,942
应计员工薪资和其他相关负债	124,426		174,316
未到期订阅收入	174,904		172,772

应付费用及其他负债	122,897		147,529
流动负债合计	543,129		611,559
其他负债

养老金福利义务	213,638		219,451
退休后福利义务	19,169		19,402
其他	92,446		100,964
其他负债总额	325,253		339,817
股东权益
普通股份的货币.10 每股面额：
A类股份 - 授权：股份；发行日期截至2024年6月30日 - 300,000,000 ；截至2023年12月31日 - （包括库藏股份：截至2024年6月30日 - 177,682,187；截至2023年12月31日 - 176,951,162 （包括库藏股份：截至2024年6月30日 - 14,101,476；截至2023年12月31日 - 13,189,925)	17,770		17,697
B类 - 可转换 - 授权和发行股份：截至2024年6月30日 - 780,724截至2023年12月31日 - 780,724	78		78
资本公积额额外增资	320,111		301,287
保留收益	2,180,425		2,117,839
库藏普通股，以成本核算	(363,086)		(320,820)
累积其他全面损失，扣除所得税影响：
外汇转换调整	(887)		910
资助计划的资金状况	(348,447)		(353,286)
可供出售证券的未实现亏损	(978)		(486)
累计其他全面损失，扣除所得税后净额	(350,312)		(352,862)


股东权益总额	1,804,986		1,763,219
负债和股东权益总额	$	2,673,368	$	2,714,595

请参阅综合财务报表附注。

纽约时报公司

综合营业损益汇缩陈述

(未经查核)

(In thousands, except per share data)


	For the Quarters Ended				For the Six Months Ended
	June 30, 2024		June 30, 2023		June 30, 2024		June 30, 2023

Revenues
Subscription	$	439,322	$	409,590	$	868,327	$	807,132
Advertising	119,163		117,770		222,874		224,011
Other	66,612		63,493		127,911		120,449
Total revenues	625,097		590,853		1,219,112		1,151,592
Operating costs
Cost of revenue (excluding depreciation and amortization)	322,774		309,923		639,641		616,775
Sales and marketing	61,303		62,241		126,437		129,275
Product development	62,220		56,047		125,405		113,109
General and administrative	76,870		72,273		155,685		153,324
Depreciation and amortization	20,537		21,858		41,243		42,698
Generative AI Litigation Costs	1,983		—		2,972		—
Impairment charge	—		12,736		—		12,736

Total operating costs (1)	545,687		535,078		1,091,383		1,067,917
Operating profit	79,410		55,775		127,729		83,675
Other components of net periodic benefit (costs)/income	(1,023)		684		(2,074)		1,369

Interest income and other, net	8,696		4,517		17,083		7,690
Income before income taxes	87,083		60,976		142,738		92,734
Income tax expense	21,543		14,402		36,781		23,839




Net income	$	65,540	$	46,574	$	105,957	$	68,895
Average number of common shares outstanding:
Basic	164,540		164,714		164,592		164,844
Diluted	165,514		165,037		165,716		165,325
Basic earnings per share attributable to common stockholders	$	0.40	$	0.28	$	0.64	$	0.42
Diluted earnings per share attributable to common stockholders	$	0.40	$	0.28	$	0.64	$	0.42
Dividends declared per share	$	0.13	$	0.11	$	0.26	$	0.22

(1) Second quarter and first six months of 2023 were 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				For the Six Months Ended
	June 30, 2024		June 30, 2023		June 30, 2024		June 30, 2023
Net income	$	65,540	$	46,574	$	105,957	$	68,895
Other comprehensive income, before tax:
(Loss)/gain on foreign currency translation adjustments	(588)		286		(2,434)		1,134
Pension and postretirement benefits obligation	3,315		1,553		6,603		3,106
Net unrealized gain/(loss) on available-for-sale securities	42		1,496		(667)		4,098
Other comprehensive income, before tax	2,769		3,335		3,502		8,338
Income tax expense	722		879		952		2,173
Other comprehensive income, net of tax	2,047		2,456		2,550		6,165


Comprehensive income attributable to common stockholders	$	67,587	$	49,030	$	108,507	$	75,060

See Notes to Condensed Consolidated Financial Statements.

THE NEW YORK TIMES COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

For the Quarters Ended June 30, 2024 and June 30, 2023

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

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

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

Balance, March 31, 2024	$	17,830	$	299,483	$	2,136,537	$	(353,529)	$	(352,359)	$	1,747,962	$	—	$	1,747,962
Net income	—		—		65,540		—		—		65,540		—		65,540
Dividends	—		—		(21,652)		—		—		(21,652)		—		(21,652)
Other comprehensive income	—		—		—		—		2,047		2,047		—		2,047
Issuance of stock-based awards, net of withholding taxes:

Restricted stock units vested – 61,702 Class A shares	7		(984)		—		—		—		(977)		—		(977)

Employee stock purchase plan – 112,800 Class A shares	11		4,578		—		—		—		4,589		—		4,589
Share repurchases – 208,083 Class A shares	—		—		—		(9,557)		—		(9,557)		—		(9,557)
Stock-based compensation	—		17,034		—		—		—		17,034		—		17,034
Balance, June 30, 2024	$	17,848	$	320,111	$	2,180,425	$	(363,086)	$	(350,312)	$	1,804,986	$	—	$	1,804,986

THE NEW YORK TIMES COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

For the Six Months Ended June 30, 2024 and June 30, 2023

(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 31, 2022	$	17,707	$	255,515	$	1,958,859	$	(276,267)	$	(357,847)	$	1,597,967	$	2,005	$	1,599,972
Net income	—		—		68,895		—		—		68,895		—		68,895
Dividends	—		—		(36,725)		—		—		(36,725)		—		(36,725)
Other comprehensive income	—		—		—		—		6,165		6,165		—		6,165
Issuance of stock-based awards, net of withholding taxes:
Restricted stock units vested – 329,235 Class A shares	34		(8,585)		—		—		—		(8,551)		—		(8,551)
Performance-based awards – 106,419 Class A shares	10		(3,108)		—		—		—		(3,098)		—		(3,098)
Share repurchases – 1,161,017 Class A shares	—		—		—		(43,591)		—		(43,591)		—		(43,591)
Stock-based compensation	—		24,153		—		—		—		24,153		—		24,153
Balance, June 30, 2023	$	17,751	$	267,975	$	1,991,029	$	(319,858)	$	(351,682)	$	1,605,215	$	2,005	$	1,607,220

Balance, December 31, 2023	$	17,775	$	301,287	$	2,117,839	$	(320,820)	$	(352,862)	$	1,763,219	$	—	$	1,763,219
Net income	—		—		105,957		—		—		105,957		—		105,957
Dividends	—		—		(43,371)		—		—		(43,371)		—		(43,371)
Other comprehensive income	—		—		—		—		2,550		2,550		—		2,550
Issuance of stock-based awards, net of withholding taxes:
Restricted stock units vested – 532,522 Class A shares	54		(15,948)		—		—		—		(15,894)		—		(15,894)
Performance-based awards – 85,703 Class A shares	8		(2,696)		—		—		—		(2,688)		—		(2,688)
Employee stock purchase plan – 112,800 Class A shares	11		4,578		—		—		—		4,589		—		4,589
Share repurchases – 911,551 Class A shares	—		—		—		(42,266)		—		(42,266)		—		(42,266)
Stock-based compensation	—		32,890		—		—		—		32,890		—		32,890
Balance, June 30, 2024	$	17,848	$	320,111	$	2,180,425	$	(363,086)	$	(350,312)	$	1,804,986	$	—	$	1,804,986

THE NEW YORK TIMES COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)


	For the Six Months Ended
	June 30, 2024		June 30, 2023
Cash flows from operating activities
Net income	$	105,957	$	68,895
Adjustments to reconcile net income to net cash provided by operating activities:


Depreciation and amortization	41,243		42,698

Amortization of right of use asset	4,461		4,989
Stock-based compensation expense	32,890		24,153

Impairment charge	—		12,736


Change in long-term retirement benefit obligations	(12,215)		(13,760)



Other – net	(2,371)		(1,360)
Changes in operating assets and liabilities:
Accounts receivable – net	61,208		58,542
Other assets	1,094		(2,517)
Accounts payable, accrued payroll and other liabilities	(103,632)		(79,306)
Unexpired subscriptions	2,132		1,051
Other noncurrent assets and liabilities	2,543		3,661
Net cash provided by operating activities	133,310		119,782
Cash flows from investing activities
Purchases of marketable securities	(185,040)		(43,643)
Maturities of marketable securities	101,562		47,103



Capital expenditures	(14,054)		(10,792)
Other – net	1,362		2,302
Net cash used in investing activities	(96,170)		(5,030)
Cash flows from financing activities
Long-term obligations:

Dividends paid	(40,032)		(33,195)
Payment of contingent consideration	(1,724)		(1,724)
Capital shares:

Repurchases	(42,004)		(43,591)
Share-based compensation tax withholding	(18,582)		(11,649)
Net cash used in financing activities	(102,342)		(90,159)
Net (decrease)/increase in cash, cash equivalents and restricted cash	(65,202)		24,593
Effect of exchange rate changes on cash	(964)		(29)
Cash, cash equivalents and restricted cash at the beginning of the period	303,172		235,173
Cash, cash equivalents and restricted cash at the end of the period	$	237,006	$	259,737

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 June 30, 2024, and December 31, 2023, and the results of operations, changes in stockholders’ equity and cash flows of the Company for the periods ended June 30, 2024, and June 30, 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, 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 first six months of 2024 includes an additional day compared with the first six months of 2023 as a result of 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 June 30, 2024, our significant accounting policies, which are detailed in our Annual Report on Form 10-K for the year ended December 31, 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, 2024. 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 expect this ASU to impact only our disclosures with no impact to our statement of operations, cash flows and balance sheet.

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 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 (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 Athletic has revenue from direct-sold display advertising, podcast, email and video advertisements (including direct-sold programmatic advertising) and open-market programmatic advertising. There is no print advertising revenue generated from The Athletic.

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

Subscription, advertising and other revenues were as follows:


	For the Quarters Ended								For the Six Months Ended
(In thousands)	June 30, 2024		As % of total		June 30, 2023		As % of total		June 30, 2024		As % of total		June 30, 2023		As % of total
Subscription	$	439,322	70.3	%	$	409,590	69.3	%	$	868,327	71.2	%	$	807,132	70.0	%
Advertising	119,163		19.1	%	117,770		19.8	%	222,874		18.3	%	224,011		19.5	%
Other (1)	66,612		10.6	%	63,493		10.9	%	127,911		10.5	%	120,449		10.5	%
Total	$	625,097	100.0	%	$	590,853	100.0	%	$	1,219,112	100.0	%	$	1,151,592	100.0	%

(1) Other revenues include building rental revenue, which is not under the scope of Revenue from Contracts with Customers (Topic 606). Building rental revenue was $6.7 million and $6.5 million for the second quarters of 2024 and 2023, respectively, and $13.3 million and $13.7 million for the first six months of 2024 and 2023, respectively.

The following table summarizes digital and print subscription revenues, which are components of subscription revenues above, for the second quarters and first six months ended June 30, 2024, and June 30, 2023:


	For the Quarters Ended								For the Six Months Ended
(In thousands)	June 30, 2024		As % of total		June 30, 2023		As % of total		June 30, 2024		As % of total		June 30, 2023		As % of total
Digital-only subscription revenues (1)	$	304,501	69.3	%	$	269,774	65.9	%	$	597,479	68.8	%	$	528,541	65.5	%
Print subscription revenues (2)	134,821		30.7	%	139,816		34.1	%	270,848		31.2	%	278,591		34.5	%
Total subscription revenues	$	439,322	100.0	%	$	409,590	100.0	%	$	868,327	100.0	%	$	807,132	100.0	%
(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.

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 second quarters and first six months ended June 30, 2024, and June 30, 2023:


	For the Quarters Ended								For the Six Months Ended
(In thousands)	June 30, 2024		As % of total		June 30, 2023		As % of total		June 30, 2024		As % of total		June 30, 2023		As % of total
Advertising revenues:
Digital	$	79,575	66.8	%	$	73,804	62.7	%	$	142,602	64.0	%	$	135,075	60.3	%
Print	39,588		33.2	%	43,966		37.3	%	80,272		36.0	%	88,936		39.7	%
Total advertising	$	119,163	100.0	%	$	117,770	100.0	%	$	222,874	100.0	%	$	224,011	100.0	%

Performance Obligations

We have remaining performance obligations related to digital archive and other licensing and certain advertising contracts. As of June 30, 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 $156 million. The Company will recognize this revenue as performance obligations are satisfied. We expect that approximately $47 million, $78 million and $31 million will be recognized in the remainder of 2024, 2025 and thereafter through 2028, respectively.

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, 2023, were $172.8 million, of which approximately $143 million was recognized as revenues during the six months ended June 30, 2024.

Contract Assets

As of June 30, 2024, and December 31, 2023, the Company had $3.1 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 $1.3 million and $0.7 million as of June 30, 2024, and December 31, 2023, respectively.

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


	June 30, 2024
(In thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value

Short-term AFS securities
U.S. Treasury securities	$	122,999	$	1	$	(417)	$	122,583
Corporate debt securities	61,284		9		(306)		60,987
U.S. governmental agency securities	4,915		—		(49)		4,866

Total short-term AFS securities	$	189,198	$	10	$	(772)	$	188,436
Long-term AFS securities
Corporate debt securities	$	168,460	$	190	$	(384)	$	168,266
U.S. Treasury securities	144,705		39		(417)		144,327

Total long-term AFS securities	$	313,165	$	229	$	(801)	$	312,593


	December 31, 2023
(In thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Short-term AFS securities
U.S. Treasury securities	$	48,721	$	55	$	(667)	$	48,109
Corporate debt securities	109,891		6		(1,828)		108,069
U.S. governmental agency securities	6,000		—		(84)		5,916

Total short-term AFS securities	$	164,612	$	61	$	(2,579)	$	162,094
Long-term AFS securities
Corporate debt securities	$	103,061	$	886	$	(5)	$	103,942
U.S. Treasury securities	148,878		1,023		(42)		149,859
U.S. governmental agency securities	3,857		—		(25)		3,832
Total long-term AFS securities	$	255,796	$	1,909	$	(72)	$	257,633

THE NEW YORK TIMES COMPANY

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following tables represent the AFS securities as of June 30, 2024, and December 31, 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:


	June 30, 2024
	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
U.S. Treasury securities	$	81,000	$	(128)	$	34,515	$	(289)	$	115,515	$	(417)
Corporate debt securities	24,046		(50)		29,065		(256)		53,111		(306)
U.S. governmental agency securities	—		—		4,866		(49)		4,866		(49)

Total short-term AFS securities	$	105,046	$	(178)	$	68,446	$	(594)	$	173,492	$	(772)
Long-term AFS securities
Corporate debt securities	$	107,698	$	(384)	$	—	$	—	$	107,698	$	(384)
U.S. Treasury securities	101,238		(417)		—		—		101,238		(417)

Total long-term AFS securities	$	208,936	$	(801)	$	—	$	—	$	208,936	$	(801)


	December 31, 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
U.S. Treasury securities	$	995	$	(1)	$	24,978	$	(666)	$	25,973	$	(667)
Corporate debt securities	5,819		(5)		99,504		(1,823)		105,323		(1,828)
U.S. governmental agency securities	—		—		5,916		(84)		5,916		(84)


Total short-term AFS securities	$	6,814	$	(6)	$	130,398	$	(2,573)	$	137,212	$	(2,579)
Long-term AFS securities
Corporate debt securities	$	2,451	$	—	$	245	$	(5)	$	2,696	$	(5)
U.S. Treasury securities	14,792		(36)		290		(6)		15,082		(42)
U.S. governmental agency securities	3,832		(25)		—		—		3,832		(25)

Total long-term AFS securities	$	21,075	$	(61)	$	535	$	(11)	$	21,610	$	(72)

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

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

As of June 30, 2024, our short-term and long-term marketable securities had remaining maturities of less than one month to 12 months and 13 months to 27 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

The changes in the carrying amount of goodwill as of June 30, 2024, and since December 31, 2022, were as follows:


(In thousands)	NYTG		The Athletic		Total
Balance as of December 31, 2022	$	162,686	$	251,360	$	414,046
Foreign currency translation	2,052		—		2,052
Balance as of December 31, 2023	164,738		251,360		416,098
Foreign currency translation	(1,935)		—		(1,935)
Balance as of June 30, 2024	$	162,803	$	251,360	$	414,163

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 June 30, 2024 and December 31, 2023, the gross book value and accumulated amortization of the intangible assets with definite lives were as follows:


	June 30, 2024
(In thousands)	Gross Book Value		Accumulated Amortization		Net Book Value		Remaining Weighted-Average Useful Life (Years)
Trademark	$	162,618	$	(21,951)	$	140,667	17.8
Existing subscriber base	136,500		(28,688)		107,812		9.7
Developed technology	38,401		(19,050)		19,351		2.7
Content archive	5,751		(4,444)		1,307		2.1
Total finite-lived intangibles	$	343,270	$	(74,133)	$	269,137	13.4


	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 $6.8 million and $7.3 million for the second quarters of 2024 and 2023, respectively, and $13.9 million and $14.7 million for the first six months of 2024, and 2023, respectively. The estimated aggregate amortization expense for the remainder of 2024 and each of the following fiscal years ending December 31 is presented below:


(In thousands)
Remainder of 2024	$	13,603
2025	27,213
2026	26,960
2027	20,171
2028	19,335
Thereafter	161,855
Total amortization expense	$	269,137

The aggregate carrying amount of intangible assets of $271.6 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 June 30, 2024.

THE NEW YORK TIMES COMPANY

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 6. INVESTMENTS

Non-Marketable Equity Securities

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

As of June 30, 2024, and December 31, 2023, non-marketable equity securities included in Miscellaneous assets in our Condensed Consolidated Balance Sheets had a carrying value of $29.6 million and $29.7 million, respectively.

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 $1.7 million and $1.8 million for the second quarters of 2024 and 2023, respectively, and $3.6 million for the first six months of 2024 and 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 Six Months Ended
(In thousands)	June 30, 2024		June 30, 2023		June 30, 2024		June 30, 2023
Interest income	$	8,948	$	4,754	$	17,586	$	8,165


Interest expense	(252)		(237)		(503)		(475)


Total interest income and other, net	$	8,696	$	4,517	$	17,083	$	7,690

Restricted Cash

A reconciliation of cash, cash equivalents and restricted cash as of June 30, 2024, and June 30, 2023, from the Condensed Consolidated Balance Sheets to the Condensed Consolidated Statements of Cash Flows is as follows:


(In thousands)	June 30, 2024		June 30, 2023
Reconciliation of cash, cash equivalents and restricted cash
Cash and cash equivalents	$	222,946	$	245,630

Restricted cash included within miscellaneous assets	14,060		14,107
Total cash, cash equivalents and restricted cash shown in the Condensed Consolidated Statements of Cash Flows	$	237,006	$	259,737

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

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 June 30, 2024, and December 31, 2023, there were no borrowings and approximately $0.6 million in outstanding letters of credit, with the remaining committed amount available. As of June 30, 2024, the Company was in compliance with the financial covenants contained in the Credit Facility.

THE NEW YORK TIMES COMPANY

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Severance Costs

We recognized $1.5 million and $0.7 million in severance costs for the second quarters of 2024 and 2023, respectively, and $5.9 million and $4.5 million for the first six months of 2024 and 2023, respectively. These costs are recorded in General and administrative costs in our Condensed Consolidated Statements of Operations.

We had a severance liability of $7.2 million and $4.4 million included in Accrued expenses and other in our Condensed Consolidated Balance Sheets as of June 30, 2024, and December 31, 2023, respectively.

Generative AI Litigation Costs

THE NEW YORK TIMES COMPANY

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 8. FAIR VALUE MEASUREMENTS

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

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

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

Level 3–unobservable inputs for the asset or liability.

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

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


(In thousands)	June 30, 2024								December 31, 2023
	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3
Assets:
Short-term AFS securities (1)
U.S Treasury securities	$	122,583	$	—	$	122,583	$	—	$	48,109	$	—	$	48,109	$	—
Corporate debt securities	60,987		—		60,987		—		108,069		—		108,069		—
U.S. governmental agency securities	4,866		—		4,866		—		5,916		—		5,916		—



Total short-term AFS securities	$	188,436	$	—	$	188,436	$	—	$	162,094	$	—	$	162,094	$	—
Long-term AFS securities (1)
Corporate debt securities	$	168,266	$	—	$	168,266	$	—	$	103,942	$	—	$	103,942	$	—
U.S Treasury securities	144,327		—		144,327		—		149,859		—		149,859		—
U.S. governmental agency securities	—		—		—		—		3,832		—		3,832		—

Total long-term AFS securities	$	312,593	$	—	$	312,593	$	—	$	257,633	$	—	$	257,633	$	—
Liabilities:
Deferred compensation (2)(3)	$	12,512	$	12,512	$	—	$	—	$	13,752	$	13,752	$	—	$	—
Contingent consideration (4)	$	3,561	$	—	$	—	$	3,561	$	4,991	$	—	$	—	$	4,991

(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 $54.4 million as of June 30, 2024, and $52.3 million as of December 31, 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 second quarters and six months ended June 30, 2024, and June 30, 2023:


	Quarters Ended				Six Months Ended
(In thousands)	June 30, 2024		June 30, 2023		June 30, 2024		June 30, 2023
Balance at the beginning of the period	$	5,528	$	4,392	$	4,991	$	5,324

Payments	(1,724)		—		(1,724)		(1,724)
Fair value adjustments (1)	(243)		1,072		294		1,864
Contingent consideration at the end of the period	$	3,561	$	5,464	$	3,561	$	5,464
(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 NEW YORK TIMES COMPANY

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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


	For the Quarters Ended
	June 30, 2024						June 30, 2023
(In thousands)	Qualified Plans		Non- Qualified Plans		All Plans		Qualified Plans		Non- Qualified Plans		All Plans
Service cost	$	1,541	$	—	$	1,541	$	1,417	$	—	$	1,417
Interest cost	13,376		2,206		15,582		14,198		2,296		16,494
Expected return on plan assets	(18,109)		—		(18,109)		(19,122)		—		(19,122)
Amortization of actuarial loss	2,603		997		3,600		663		890		1,553
Amortization of prior service credit	(486)		—		(486)		(486)		—		(486)
Effect of settlement	—		(27)		(27)		—		—		—
Net periodic pension (income)/cost	$	(1,075)	$	3,176	$	2,101	$	(3,330)	$	3,186	$	(144)


	For the Six Months Ended
	June 30, 2024						June 30, 2023
(In thousands)	Qualified Plans		Non- Qualified Plans		All Plans		Qualified Plans		Non- Qualified Plans		All Plans
Service cost	$	3,082	$	—	$	3,082	$	2,835	$	—	$	2,835
Interest cost	26,752		4,413		31,165		28,396		4,591		32,987
Expected return on plan assets	(36,218)		—		(36,218)		(38,245)		—		(38,245)
Amortization of actuarial loss	5,206		1,994		7,200		1,327		1,780		3,107
Amortization of prior service credit	(972)		—		(972)		(972)		—		(972)
Effect of settlement	—		(27)		(27)		—		—		—
Net periodic pension (income)/cost	$	(2,150)	$	6,380	$	4,230	$	(6,659)	$	6,371	$	(288)

During the first six months of 2024 and 2023, we made pension contributions of $6.3 million and $4.5 million, respectively, to the APP. We expect to make contractual contributions in 2024 of approximately $12 million, which more than satisfy minimum funding requirements.

Other Postretirement Benefits

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


	For the Quarters Ended				For the Six Months Ended
(In thousands)	June 30, 2024		June 30, 2023		June 30, 2024		June 30, 2023
Service cost	$	4	$	8	$	8	$	17
Interest cost	272		375		544		750
Amortization of actuarial loss	174		486		348		972

Net periodic postretirement benefit cost	$	450	$	869	$	900	$	1,739

THE NEW YORK TIMES COMPANY

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 10. INCOME TAXES

The Company had income tax expense of $21.5 million and $36.8 million in the second quarter and first six months of 2024, respectively. The Company had income tax expense of $14.4 million and $23.8 million in the second quarter and first six months of 2023, respectively. The Company’s effective tax rates were 24.7% and 25.8% for the second quarter and first six months of 2024, respectively. The Company’s effective tax rates were 23.6% and 25.7% for the second quarter and first six months of 2023, respectively. The increase in income tax expense was primarily due to higher pre-tax income in the second quarter of 2024. The effective tax rate was lower in the second quarter of 2023 primarily due to a reduction in the Company’s reserve for uncertain tax positions in that quarter.

The Organization for Economic Co-operation and Development enacted model rules for a new global minimum tax framework, also known as Pillar Two, and certain governments globally have enacted these rules effective January 1, 2024. We are monitoring this development and evaluating its potential impact on our tax rate and eligibility to qualify for the safe harbor provisions and currently do not expect a material impact from the Pillar Two income tax rules.

NOTE 11. EARNINGS PER SHARE

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 1.0 million and 1.1 million in the second quarter and first six months of 2024, respectively, and resulted primarily from the dilutive effect of our stock-based awards. The difference between basic and diluted shares was approximately 0.3 million and 0.5 million in the second quarter and first six months of 2023, 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 no restricted stock units excluded from the computation of diluted earnings per share in the second quarter and first six months of 2024, respectively. There were approximately 0.2 million and 1.7 million restricted stock units excluded from the computation of diluted earnings per share in the second quarter and first six months of 2023, respectively, 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 second quarters and first six months of 2024 and 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 June 30, 2024, repurchases under these authorizations totaled approximately $191.5 million (excluding commissions and excise taxes), fully utilizing the 2022 authorization and leaving approximately $208.5 million remaining under the 2023 authorization. During the six months ended June 30, 2024, repurchases under these authorizations totaled approximately $42.0 million.

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 June 30, 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, 2023	$	910	$	(353,286)	$	(486)	$	(352,862)
Other comprehensive loss before reclassifications, before tax	(2,434)		—		(667)		(3,101)
Amounts reclassified from accumulated other comprehensive loss, before tax	—		6,603		—		6,603
Income tax (benefit)/expense	(637)		1,764		(175)		952
Net current-period other comprehensive (loss)/income, net of tax	(1,797)		4,839		(492)		2,550

Balance as of June 30, 2024	$	(887)	$	(348,447)	$	(978)	$	(350,312)

The following table summarizes the reclassifications from AOCI for the six months ended June 30, 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)

(972)

Other components of net periodic benefit costs/(income)

Amortization of actuarial loss (1)

7,548

Other components of net periodic benefit costs/(income)

Pension settlement charge

Other components of net periodic benefit costs/(income)

Total reclassification, before tax (2)

6,603

Income tax expense

1,764

Income tax expense

Total reclassification, net of tax

4,839

(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 June 30, 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 Six Months Ended
(In thousands)	June 30, 2024		June 30, 2023		June 30, 2024		June 30, 2023
Cost of revenue	$	4,196	$	3,067	$	8,150	$	5,297
Sales and marketing	412		444		804		864
Product development	6,537		5,034		12,772		8,918
General and administrative	5,889		4,708		11,164		9,074
Total stock-based compensation expense	$	17,034	$	13,253	$	32,890	$	24,153

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

The Company has two reportable segments: NYTG and The Athletic. These segments are evaluated regularly by the Company’s 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 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.

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.

We allocate 10% of product development, marketing and subscriber servicing expenses (including direct variable expenses such as credit card fees, third party fees and sales taxes) associated with the bundle to The Athletic, and the remaining costs are allocated to NYTG, in each case, in line with the revenues allocations.

The following tables present segment information:


	For the Quarters Ended						For the Six Months Ended
(In thousands)	June 30, 2024		June 30, 2023		% Change		June 30, 2024		June 30, 2023		% Change
Revenues
NYTG	$	585,156	$	560,494	4.4	%	$	1,142,551	$	1,093,276	4.5	%
The Athletic	40,504		30,359		33.4	%	77,686		58,316		33.2	%
Intersegment eliminations (1)	(563)		—		*		(1,125)		—		*
Total revenues	$	625,097	$	590,853	5.8	%	$	1,219,112	$	1,151,592	5.9	%
Adjusted operating profit (loss)
NYTG	$	107,102	$	99,969	7.1	%	$	191,848	$	165,256	16.1	%
The Athletic	(2,402)		(7,803)		(69.2)	%	(11,094)		(19,115)		(42.0)	%
Total adjusted operating profit	$	104,700	$	92,166	13.6	%	$	180,754	$	146,141	23.7	%
Less:
Other components of net periodic benefit costs/(income)	1,023		(684)		*		2,074		(1,369)		*
Depreciation and amortization	20,537		21,858		(6.0)	%	41,243		42,698		(3.4)	%
Severance	1,473		713		*		5,901		4,493		31.3	%
Multiemployer pension plan withdrawal costs	1,297		1,084		19.6	%	2,909		2,539		14.6	%
Generative AI Litigation Costs	1,983		—		*		2,972		—		*

Impairment charge	—		12,736		*		—		12,736		*


Add:
Interest income and other, net	8,696		4,517		*		17,083		7,690		*
Income before income taxes	$	87,083	$	60,976	42.8	%	$	142,738	$	92,734	53.9	%
(1) Intersegment eliminations (“I/E”) related to content licensing.
* 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
	For the Quarters Ended						For the Six Months Ended
(In thousands)	June 30, 2024		June 30, 2023		% Change		June 30, 2024		June 30, 2023		% Change
NYTG
Subscription	$	410,015	$	385,037	6.5	%	$	811,386	$	759,193	6.9	%
Advertising	112,088		112,329		(0.2)	%	210,092		214,419		(2.0)	%
Other	63,053		63,128		(0.1)	%	121,073		119,664		1.2	%
Total	$	585,156	$	560,494	4.4	%	$	1,142,551	$	1,093,276	4.5	%
The Athletic
Subscription	$	29,307	$	24,553	19.4	%	$	56,941	$	47,939	18.8	%
Advertising	7,075		5,441		30.0	%	12,782		9,592		33.3	%
Other	4,122		365		*		7,963		785		*
Total	$	40,504	$	30,359	33.4	%	$	77,686	$	58,316	33.2	%
I/E (1)	$	(563)	$	—	*		$	(1,125)	$	—	*
The New York Times Company
Subscription	$	439,322	$	409,590	7.3	%	$	868,327	$	807,132	7.6	%
Advertising	119,163		117,770		1.2	%	222,874		224,011		(0.5)	%
Other	66,612		63,493		4.9	%	127,911		120,449		6.2	%
Total	$	625,097	$	590,853	5.8	%	$	1,219,112	$	1,151,592	5.9	%
(1) Intersegment eliminations (“I/E”) related to content licensing recorded in Other revenues.
* Represents a change equal to or in excess of 100% or not meaningful.

NOTE 14. CONTINGENCIES

Legal Proceedings

We are involved in various legal actions incidental to our business that are now pending against us. These actions generally assert damages claims that are greatly in excess of the amount, if any, that we would be 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 June 30, 2024, is believed to be reasonably possible.

On December 27, 2023, we filed a lawsuit against Microsoft and 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 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

EXECUTIVE OVERVIEW

We are a global media organization focused on creating 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 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 the New York headquarters building located at 620 Eighth Avenue, New York, New York (the “Company Headquarters”), retail commerce, books, television and film, our live events business and our student subscription sponsorship program.

Our main operating costs are employee-related costs.

In the accompanying analysis of financial information, we present certain information derived from our consolidated financial information but not presented in our financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). We are presenting in this report supplemental non-GAAP financial performance measures that exclude depreciation, amortization, severance, non-operating retirement costs, 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 first six months of 2024 includes an additional day compared with the first six months of 2023 as a result of 2024 being a leap year.

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

Financial Highlights

•The Company added approximately 300,000 net digital-only subscribers compared with the end of the first quarter of 2024, driven largely by bundle and multi-product subscriber additions as well as other single products subscriber additions. The Company ended the second quarter of 2024 with approximately 10.84 million subscribers to its print and digital products, including approximately 10.21 million digital-only subscribers. Of the 10.21 million digital-only subscribers, approximately 4.83 million were bundle and multiproduct subscribers. Compared with the end the second quarter of 2023, there was a net increase of 1,020,000 digital-only subscribers.

•Total digital-only average revenue per user (“ARPU”) increased 2.1% year-over-year to $9.34 driven primarily by subscribers graduating from promotional to higher prices and price increases on tenured non-bundled subscribers.

•Operating profit increased 42.4% to $79.4 million in the second quarter of 2024 from $55.8 million in the second quarter of 2023. Adjusted operating profit (“AOP”), 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 13.6% to $104.7 million in the second quarter of 2024 from $92.2 million in the second quarter of 2023. Operating profit margin (operating profit expressed as a percentage of revenues) increased to 12.7% in the second quarter of 2024, compared with 9.4% in the second 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 16.7% in the second quarter of 2024, compared with 15.6% in the second quarter of 2023.

•Total revenues increased 5.8% to $625.1 million in the second quarter of 2024 from $590.9 million in the second quarter of 2023.

•Total subscription revenues increased 7.3% to $439.3 million in the second quarter of 2024 from $409.6 million in the second quarter of 2023. Digital-only subscription revenues increased 12.9% to $304.5 million in the second quarter of 2024 from $269.8 million in the second quarter of 2023.

•Total advertising revenues increased 1.2% to $119.2 million in the second quarter of 2024 from $117.8 million in the second quarter of 2023, due to an increase of 7.8% in digital advertising revenues, partially offset by a decrease of 10.0% in print advertising revenues.

•Other revenue increased 4.9% to $66.6 million in the second quarter of 2024 from $63.5 million in the second quarter of 2023, as a result of higher Wirecutter affiliate referral revenues and higher licensing revenues, partially offset by lower books, television, and film revenues.

•Operating costs increased 2.0% to $545.7 million in the second quarter of 2024 from $535.1 million in the second 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 4.4% to $520.4 million in the second quarter of 2024 from $498.7 million in the second quarter of 2023.

•Diluted earnings per share were $0.40 and $0.28 for the second 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 $0.45 and $0.38 for the second 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 content providers and distributors, as well as news aggregators, search engines, social media 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 navigate the challenges and take advantage of 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 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. These factors may result in declines and/or volatility in our results.

We believe the macroeconomic environment has had and may 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 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 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, 2023.

RESULTS OF OPERATIONS

The following table presents our consolidated financial results:


	For the Quarters Ended						For the Six Months Ended
(In thousands)	June 30, 2024		June 30, 2023		% Change		June 30, 2024		June 30, 2023		% Change
Revenues
Subscription	$	439,322	$	409,590	7.3	%	$	868,327	$	807,132	7.6	%
Advertising	119,163		117,770		1.2	%	222,874		224,011		(0.5)	%
Other	66,612		63,493		4.9	%	127,911		120,449		6.2	%
Total revenues	625,097		590,853		5.8	%	1,219,112		1,151,592		5.9	%
Operating costs
Cost of revenue (excluding depreciation and amortization)	322,774		309,923		4.1	%	639,641		616,775		3.7	%
Sales and marketing	61,303		62,241		(1.5)	%	126,437		129,275		(2.2)	%
Product development	62,220		56,047		11.0	%	125,405		113,109		10.9	%
General and administrative	76,870		72,273		6.4	%	155,685		153,324		1.5	%
Depreciation and amortization	20,537		21,858		(6.0)	%	41,243		42,698		(3.4)	%
Generative AI Litigation Costs	1,983		—		*		2,972		—		*
Impairment charge	—		12,736		*		—		12,736		*

Total operating costs (1)	545,687		535,078		2.0	%	1,091,383		1,067,917		2.2	%
Operating profit	79,410		55,775		42.4	%	127,729		83,675		52.6	%
Other components of net periodic benefit (costs)/income	(1,023)		684		*		(2,074)		1,369		*

Interest income and other, net	8,696		4,517		92.5	%	17,083		7,690		*
Income before income taxes	87,083		60,976		42.8	%	142,738		92,734		53.9	%
Income tax expense	21,543		14,402		49.6	%	36,781		23,839		54.3	%




Net income	$	65,540	$	46,574	40.7	%	$	105,957	$	68,895	53.8	%
(1) Second quarter and first six months of 2023 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.

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 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.

Subscription revenues increased $29.7 million, or 7.3%, in the second quarter of 2024 compared with the same prior-year period, due to an increase in digital-only subscription revenues of $34.7 million, or 12.9%, partially offset by a decrease in print subscription revenues of $5.0 million, or 3.6%. Digital-only subscription revenues increased primarily due to an increase in bundle and multiproduct revenues of $45.4 million and an increase in other single-product subscription revenues of $6.4 million, partially offset by a decrease in news-only subscription revenues of $17.1 million. Bundle and multiproduct average digital-only subscribers increased 1,550,000, or 49.4%, while bundle and multiproduct ARPU decreased $1.44, or 10.7%. Other single-product average digital-only subscribers increased 490,000, or 19.6%, while other single-product ARPU increased $0.08, or 2.2%. News-only average digital-only subscribers decreased 1,080,000, or 31.0%, while news-only ARPU increased $1.97, or 21.2%. 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 $61.2 million, or 7.6%, in the first six months of 2024 compared with the same prior-year period, due to an increase in digital-only subscription revenues of $68.9 million, or 13.0%, partially offset by a decrease in print subscription revenues of $7.7 million, or 2.8%. Digital-only subscription revenues increased primarily due to an increase in bundle and multiproduct revenues of $88.4 million and an increase in other single-product subscription revenues of $10.5 million, partially offset by a decrease in news-only subscription revenues of $30.0 million. Bundle and multiproduct average digital-only subscribers increased 1,610,000, or 55.0%, while bundle and multiproduct ARPU decreased $1.96, or 14.2%. Other single-product average digital-only subscribers increased 430,000, or 17.7%, while other single-product ARPU was relatively flat. News-only average digital-only subscribers decreased 1,110,000, or 30.8%, while news-only ARPU increased $2.08, or 23.2%. 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 second quarters and first six months of 2024 and 2023:


	For the Quarters Ended						For the Six Months Ended
(In thousands)	June 30, 2024		June 30, 2023		% Change		June 30, 2024		June 30, 2023		% Change
Digital-only subscription revenues (1)	$	304,501	$	269,774	12.9	%	$	597,479	$	528,541	13.0	%
Print subscription revenues (2)	134,821		139,816		(3.6)	%	270,848		278,591		(2.8)	%
Total subscription revenues	$	439,322	$	409,590	7.3	%	$	868,327	$	807,132	7.6	%
(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.

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 second quarter of 2024 with approximately 10.84 million subscribers to its print and digital products, including approximately 10.21 million digital-only subscribers.

Compared with the end of the first quarter of 2024, there was a net increase of 300,000 digital-only subscribers. Compared with the end of the second quarter of 2023, there was a net increase of 1,020,000 digital-only subscribers.

Print domestic home-delivery subscribers totaled approximately 630,000 at the end of the second quarter of 2024, a net decrease of 10,000 subscribers compared with the end of the first quarter of 2024 and a net decrease of 60,000 subscribers compared with the end of the second quarter of 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.

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)	June 30, 2024	March 31, 2024	December 31, 2023	September 30, 2023	June 30, 2023
Digital-only subscribers:
Bundle and multiproduct (1)(2)	4,830	4,550	4,220	3,790	3,300
News-only (2)(3)	2,290	2,500	2,740	3,020	3,320
Other single-product (2)(4)	3,100	2,860	2,740	2,600	2,580
Total digital-only subscribers (2)(5)	10,210	9,910	9,700	9,410	9,190
Print subscribers (6)	630	640	660	670	690
Total subscribers	10,840	10,550	10,360	10,080	9,880
(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 6% of total digital-only subscribers as of the end of the second 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

June 30, 2024

March 31, 2024

December 31, 2023

September 30, 2023

June 30, 2023

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

5,280

4,990

4,650

4,180

3,640

(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
	June 30, 2024		March 31, 2024		December 31, 2023		September 30, 2023		June 30, 2023
Digital-only ARPU:
Bundle and multiproduct	$	11.96	$	11.79	$	12.13	$	12.81	$	13.40
News-only	$	11.26	$	10.88	$	10.38	$	10.05	$	9.29
Other single-product	$	3.65	$	3.59	$	3.56	$	3.48	$	3.57
Total digital-only ARPU	$	9.34	$	9.21	$	9.24	$	9.28	$	9.15
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 $9.34 for the second quarter of 2024, an increase of 2.1% compared with the second quarter of 2023. The 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.

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, in print in the form of column-inch 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. 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 (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, podcast, email and video advertisements (including direct-sold programmatic advertising) 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, which does not have a print product.

The following table summarizes digital and print advertising revenues for the second quarters and first six months of 2024 and 2023:


	For the Quarters Ended						For the Six Months Ended
(In thousands)	June 30, 2024		June 30, 2023		% Change		June 30, 2024		June 30, 2023		% Change
Advertising revenues:
Digital	$	79,575	$	73,804	7.8	%	$	142,602	$	135,075	5.6	%
Print	39,588		43,966		(10.0)	%	80,272		88,936		(9.7)	%
Total advertising	$	119,163	$	117,770	1.2	%	$	222,874	$	224,011	(0.5)	%

Digital advertising revenues, which represented 66.8% of total advertising revenues in the second quarter of 2024, increased $5.8 million, or 7.8%, to $79.6 million compared with $73.8 million in the same prior-year period. The increase was primarily a result of higher core digital advertising of $4.4 million and higher other digital revenues of $1.4 million. Core digital advertising revenues increased due to an increase in direct-sold display advertising revenues and revenues from email newsletters. Direct-sold display impressions increased 11%, while the average rate decreased 9%. Other digital advertising revenues increased primarily due to an increase in creative services as a result of more custom advertising campaigns in 2024, as well as an increase in open-market programmatic revenues. Open-market programmatic impressions increased 33%, while the average rate decreased 20%.

Digital advertising revenues, which represented 64.0% of total advertising revenues in the first six months of 2024, increased $7.5 million, or 5.6%, to $142.6 million compared with $135.1 million in the same prior-year period. The increase was primarily a result of higher other digital revenues of $4.4 million and higher revenues in core digital advertising of $3.2 million. Other digital advertising revenues increased primarily due to an increase in creative services as a result of more custom advertising campaigns in 2024, as well as an increase in open-market programmatic revenues. Open-market programmatic impressions increased 40%, while the average rate decreased 21%. Core digital advertising revenues increased due to an increase in direct-sold display advertising revenues, as well as an increase in revenues from email newsletters, partially offset by a decrease in podcast advertising revenues. Direct-sold display impressions increased 11%, while the average rate decreased 7%.

Print advertising revenues, which represented 33.2% of total advertising revenues in the second quarter of 2024, decreased $4.4 million, or 10.0%, to $39.6 million compared with $44.0 million in the same prior-year period. The decrease in the second quarter of 2024 was primarily due to a 7.9% decrease in column-inches. Print advertising revenues in 2024 continue to be impacted by secular trends.

Print advertising revenues, which represented 36.0% of total advertising revenues in the first six months of 2024, decreased approximately $8.7 million, or 9.7%, to $80.3 million compared with $88.9 million in the same prior-year period. The decrease in the first six months was primarily due to a 8.5% decrease in column-inches. Print advertising revenues in 2024 continue to be impacted by secular trends.

We believe that there may be marketer sensitivity to some news topics, impacting overall advertising spend.

Other Revenues

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

Other revenues increased $3.1 million, or 4.9% in the second quarter of 2024 compared with the same prior-year period, primarily as a result of growth in Wirecutter affiliate referral revenues of $2.8 million, as well as higher content licensing revenues of $1.9 million, primarily related to an Apple licensing deal, partially offset by lower books, television and film revenues of $1.8 million.

Other revenues increased $7.5 million, or 6.2% in the first six months of 2024 compared with the same prior-year period, primarily as a result of higher content licensing revenues of $7.6 million, primarily related to an Apple licensing deal and a Google commercial agreement, as well as growth in Wirecutter affiliate referral revenues of $6.9 million, partially offset by lower books, television and film revenues of $7.3 million.

Digital other revenues, which consist primarily of Wirecutter affiliate referral revenue and digital licensing revenues, totaled $40.6 million and $38.0 million in the second quarters of 2024 and 2023, respectively, and $76.4 million and $64.1 million in the first six months of 2024 and 2023, respectively.

Building rental revenue from the leasing of floors in the Company Headquarters totaled $6.7 million and $6.5 million in the second quarters of 2024 and 2023, respectively, and $13.3 million and $13.7 million in the first six months of 2024 and 2023, respectively.

Operating Costs

Operating costs were as follows:


	For the Quarters Ended						For the Six Months Ended
(In thousands)	June 30, 2024		June 30, 2023		% Change		June 30, 2024		June 30, 2023		% Change
Operating costs:
Cost of revenue (excluding depreciation and amortization)	$	322,774	$	309,923	4.1	%	$	639,641	$	616,775	3.7	%
Sales and marketing	61,303		62,241		(1.5)	%	126,437		129,275		(2.2)	%
Product development	62,220		56,047		11.0	%	125,405		113,109		10.9	%
General and administrative	76,870		72,273		6.4	%	155,685		153,324		1.5	%
Depreciation and amortization	20,537		21,858		(6.0)	%	41,243		42,698		(3.4)	%
Generative AI Litigation Costs	1,983		—		*		2,972		—		*

Impairment charge	—		12,736		*		—		12,736		*

Total operating costs (1)	$	545,687	$	535,078	2.0	%	$	1,091,383	$	1,067,917	2.2	%
(1) Second quarter and first six months of 2023 were 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 second quarter of 2024 increased $12.9 million, or 4.1%, compared with the same prior-year period. The increase was largely due to higher journalism costs of $12.3 million and higher advertising servicing costs of $1.9 million, partially offset by lower print production and distribution costs of $2.2 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 higher incentive compensation. The increase in advertising servicing costs was largely due to an increase in costs to fulfill advertising contracts. The decrease in print production and distribution costs was primarily due to lower newsprint pricing and fewer print copies produced, as well as lower benefits costs, partially offset by higher distribution costs.

Cost of revenue in the first six months of 2024 increased $22.9 million, or 3.7%, compared with the same prior-year period. The increase was largely due to higher journalism costs of $21.9 million, higher advertising servicing costs of $3.5 million and higher digital content delivery $1.1 million, partially offset by lower print production and distribution costs of $3.4 million. Subscriber servicing 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 higher incentive compensation, partially offset by lower content creation costs as a result of fewer television episodes in 2024. The increase in advertising servicing costs was largely due to an increase in costs to fulfill advertising contracts and higher costs related to creative services fees. The increase in digital content delivery costs was largely due to higher cloud related costs. The decrease in print production and distribution costs was primarily due to lower newsprint pricing and fewer print copies produced as well as lower benefit costs, partially offset by higher distribution and outside printing costs.

Sales and Marketing

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

Sales and marketing costs in the second quarter of 2024 decreased $0.9 million, or 1.5%, compared with the same prior-year period. The decrease was due to lower marketing costs of $3.3 million, partially offset by higher sales costs of $2.4 million. The decrease in marketing costs was primarily due to lower subscriber acquisition spending, as well as lower compensation and benefits costs driven by fewer employees. The increase in sales costs was primarily due to higher compensation and benefits largely driven by merit increases and growth in the number of employees at The Athletic.

Sales and marketing costs in the first six months of 2024 decreased $2.8 million, or 2.2%, compared with the same prior-year period. The decrease was due to lower marketing costs of $7.7 million, partially offset by higher sales costs of $4.9 million. The decrease in marketing costs was primarily due to lower subscriber acquisition spending, as well as lower compensation and benefits costs driven by fewer employees. The increase in sales costs was primarily due to higher compensation and benefits largely driven by merit increases and growth in the number of employees at The Athletic.

Media expenses, a component of sales and marketing costs that represents the cost to promote our subscription business, decreased 1.7% to $27.5 million in the second quarter of 2024 from $28.0 million in the second quarter of 2023, and decreased 4.0% to $57.4 million in the first six months of 2024 from $59.8 million in the first six months of 2023. The decrease in the second quarter of 2024 and first six months of 2024 was largely a result of lower subscriber acquisition 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 second quarter and first six months of 2024 increased $6.2 million, or 11.0%, and $12.3 million, or 10.9%, compared with the same prior-year periods. The increases in the second quarter and first six months of 2024 were largely due to higher compensation and benefits expenses of $4.0 million and $9.0 million, respectively, driven by incentive compensation and merit increases, as well as higher outside services costs of $1.3 million and $1.8 million, respectively.

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 second quarter of 2024 increased $4.6 million, or 6.4%, compared with the same prior-year period. The increase was primarily due to higher compensation and benefits of $2.3 million driven by incentive compensation and merit increases, and higher other expenses of $1.5 million as a result of higher cybersecurity costs and other miscellaneous expenses, partially offset by a favorable contingent consideration adjustment, as well as higher severance expense of $0.8 million.

General and administrative costs in the first six months of 2024 increased $2.4 million, or 1.5%, compared with the same prior-year period. The increase was primarily due to higher compensation and benefits of $1.9 million driven by incentive compensation and merit increases, higher severance expense of $1.4 million and higher outside services of $0.9 million as a result of higher legal and professional fees, partially offset by lower building operations and maintenance expenses of $2.6 million.

Depreciation and Amortization

Depreciation and amortization costs in the second quarter and first six months of 2024 decreased $1.3 million, or 6.0%, and $1.5 million, or 3.4%, compared with the same prior-year periods. The decrease in both periods was primarily due to lower amortization as a result of fully amortized intangible assets in 2024.

Generative AI Litigation Costs

In the second quarter and first six months of 2024, the Company recorded $2.0 million and $3.0 million, respectively, of pre-tax litigation-related costs in connection with a lawsuit against Microsoft Corporation and 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 quarter of 2024 because, unlike other litigation expenses, 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. See Note 14 of the Notes to the Condensed Consolidated Financial Statements for additional information.

Impairment Charge

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.

Segment Information

We have 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.


	For the Quarters Ended								For the Six Months Ended
(In thousands)	June 30, 2024			June 30, 2023			% Change		June 30, 2024			June 30, 2023			% Change
Revenues
NYTG	$	585,156		$	560,494		4.4	%	$	1,142,551		$	1,093,276		4.5	%
The Athletic	40,504			30,359			33.4	%	77,686			58,316			33.2	%
Intersegment eliminations (1)	(563)			—			*		(1,125)			—			*
Total revenues	$	625,097		$	590,853		5.8	%	$	1,219,112		$	1,151,592		5.9	%
Adjusted operating costs
NYTG	$	478,054		$	460,525		3.8	%	$	950,703		$	928,020		2.4	%
The Athletic	42,906			38,162			12.4	%	88,780			77,431			14.7	%
Intersegment eliminations (1)	(563)			—			*		(1,125)			—			*
Total adjusted operating costs	$	520,397		$	498,687		4.4	%	$	1,038,358		$	1,005,451		3.3	%
Adjusted operating profit (loss)
NYTG	$	107,102		$	99,969		7.1	%	$	191,848		$	165,256		16.1	%
The Athletic	(2,402)			(7,803)			(69.2)	%	(11,094)			(19,115)			(42.0)	%
Total adjusted operating profit	$	104,700		$	92,166		13.6	%	$	180,754		$	146,141		23.7	%
AOP margin % - NYTG	18.3		%	17.8		%	50 bps		16.8		%	15.1		%	170 bps
(1) Intersegment eliminations (“I/E”) related to content licensing.
* Represents a change equal to or in excess of 100% or not meaningful.


Revenues detail by segment
	For the Quarters Ended						For the Six Months Ended
(In thousands)	June 30, 2024		June 30, 2023		% Change		June 30, 2024		June 30, 2023		% Change
NYTG
Subscription	$	410,015	$	385,037	6.5	%	$	811,386	$	759,193	6.9	%
Advertising	112,088		112,329		(0.2)	%	210,092		214,419		(2.0)	%
Other	63,053		63,128		(0.1)	%	121,073		119,664		1.2	%
Total	$	585,156	$	560,494	4.4	%	$	1,142,551	$	1,093,276	4.5	%
The Athletic
Subscription	$	29,307	$	24,553	19.4	%	$	56,941	$	47,939	18.8	%
Advertising	7,075		5,441		30.0	%	12,782		9,592		33.3	%
Other	4,122		365		*		7,963		785		*
Total	$	40,504	$	30,359	33.4	%	$	77,686	$	58,316	33.2	%
I/E (1)	$	(563)	$	—	*		$	(1,125)	$	—	*
The New York Times Company
Subscription	$	439,322	$	409,590	7.3	%	$	868,327	$	807,132	7.6	%
Advertising	119,163		117,770		1.2	%	222,874		224,011		(0.5)	%
Other	66,612		63,493		4.9	%	127,911		120,449		6.2	%
Total	$	625,097	$	590,853	5.8	%	$	1,219,112	$	1,151,592	5.9	%
(1) Intersegment eliminations (“I/E”) related to content licensing recorded in Other revenues.
* 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						For the Six Months Ended
(In thousands)	June 30, 2024		June 30, 2023		% Change		June 30, 2024		June 30, 2023		% Change
NYTG
Cost of revenue (excluding depreciation and amortization)	$	298,419	$	287,789	3.7	%	$	590,875	$	572,112	3.3	%
Sales and marketing	54,457		54,247		0.4	%	109,938		113,179		(2.9)	%
Product development	53,579		50,049		7.1	%	108,444		100,880		7.5	%
Adjusted general and administrative (1)	71,599		68,440		4.6	%	141,446		141,849		(0.3)	%
Total	$	478,054	$	460,525	3.8	%	$	950,703	$	928,020	2.4	%
The Athletic
Cost of revenue (excluding depreciation and amortization)	$	24,918	$	22,134	12.6	%	$	49,891	$	44,663	11.7	%
Sales and marketing	6,846		7,994		(14.4)	%	16,499		16,096		2.5	%
Product development	8,641		5,998		44.1	%	16,961		12,229		38.7	%
Adjusted general and administrative (2)	2,501		2,036		22.8	%	5,429		4,443		22.2	%
Total	$	42,906	$	38,162	12.4	%	$	88,780	$	77,431	14.7	%
I/E(3)	$	(563)	$	—	*		$	(1,125)	$	—	*
The New York Times Company
Cost of revenue (excluding depreciation and amortization)	$	322,774	$	309,923	4.1	%	$	639,641	$	616,775	3.7	%
Sales and marketing	61,303		62,241		(1.5)	%	126,437		129,275		(2.2)	%
Product development	62,220		56,047		11.0	%	125,405		113,109		10.9	%
Adjusted general and administrative	74,100		70,476		5.1	%	146,875		146,292		0.4	%
Total	$	520,397	$	498,687	4.4	%	$	1,038,358	$	1,005,451	3.3	%
(1) Excludes severance of $1.5 million and $5.5 million for the second quarter and first six months of 2024, respectively. Excludes multiemployer pension withdrawal costs of $1.3 million and $2.9 million for the second quarter and first six months of 2024, respectively. Excludes severance of $3.3 million for the first six months of 2023. There were no severance costs for the second quarter of 2023. Excludes multiemployer pension withdrawal costs of $1.1 million and $2.5 million for the second quarter and first six months of 2023, respectively.
(2) Excludes severance of $0.4 million for the first six months of 2024. There were no severance costs for the second quarter of 2024. Excludes severance of $0.7 million and $1.2 million for the second quarter and first six months of 2023, respectively.
(3) Intersegment eliminations (“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 4.4% in the second quarter of 2024 to $585.2 million from $560.5 million in the second quarter of 2023 and increased 4.5% in the first six months of 2024 to $1,143 million from $1,093 million in the first six months of 2023. Subscription revenues increased 6.5% in the second quarter of 2024 to $410.0 million from $385.0 million in the second quarter of 2023 and increased 6.9% in first six months of 2024 to $811.4 million from $759.2 million in the first six months of 2023 due to growth in subscription revenues from digital-only products, partially offset by decreases in print subscription revenues. Advertising revenues decreased 0.2% in the second quarter of 2024 to $112.1 million from $112.3 million in the second quarter of 2023 due to declines in print advertising revenues, partially offset by higher digital advertising revenues. Digital advertising revenues increased primarily as a result of higher revenues from email newsletters, higher creative services, higher direct-sold display advertising and podcast advertising. Advertising revenues decreased 2.0% to $210.1 million from $214.4 million in the first six months of 2024 due to declines in print advertising revenues, partially offset higher digital advertising revenues. Digital advertising revenues increased primarily as a result of higher creative services and higher programmatic advertising. Other revenues were $63.1 million in the second quarter of 2024, flat compared to prior year. Other revenues increased 1.2% in the first six months of 2024 to $121.1 million from $119.7 million in the first six months of 2023 due to higher Wirecutter affiliate referral revenues and licensing revenues, partially offset by lower book, television, and film revenues.

NYTG adjusted operating costs increased 3.8% in the second quarter of 2024 to $478.1 million from $460.5 million in the second quarter of 2023 and increased 2.4% in the first six months of 2024 to $950.7 million from $928.0 million in the first six months of 2023. The increase in costs in the second quarter of 2024 was primarily related to higher journalism, product development and general and administrative costs, partially offset by lower print production and distribution costs. The increase in costs in the first six months of 2024 was primarily related to higher journalism and product development costs, partially offset by lower print production and distribution costs, as well as lower sales and marketing costs.

NYTG adjusted operating profit increased 7.1% in the second quarter of 2024 to $107.1 million from $100.0 million in the second quarter of 2023 and increased 16.1% in the first six months of 2024 to $191.8 million from $165.3 million in the first six months of 2023. The increase in the second quarter of 2024 was primarily as a result of higher digital subscription revenue, partially offset by higher adjusted operating costs. The increase in the first six months of 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 Athletic revenues increased 33.4% in the second quarter of 2024 to $40.5 million from $30.4 million in the second quarter of 2023 and increased 33.2% in the first six months of 2024 to $77.7 million from $58.3 million in the first six months of 2023. Subscription revenues increased 19.4% in the second quarter of 2024 to $29.3 million from $24.6 million in the second quarter of 2023 and increased 18.8% in the first six months of 2024 to $56.9 million from $47.9 million in the first six months of 2023, primarily due to growth in digital-only subscribers with The Athletic. Other revenue increased in the second quarter of 2024 to $4.1 million from $0.4 million in the second quarter of 2023 and increased in the first six months of 2024 to $8.0 million from $0.8 million in the first six months of 2023, primarily due to an increase in licensing revenue from an Apple licensing deal. Advertising revenues increased 30.0% in the second quarter of 2024 to $7.1 million from $5.4 million in the second quarter of 2023 and increased 33.3% in the first six months of 2024 to $12.8 million from $9.6 million in the first six months of 2023, primarily due to higher revenues from direct-sold display advertising, partially offset by a decrease in podcast advertising.

The Athletic adjusted operating costs increased 12.4% in the second quarter of 2024 to $42.9 million from $38.2 million in the second quarter of 2023 and increased 14.7% in the first six months of 2024 to $88.8 million from $77.4 million in the first six months of 2023. The increase in costs in the second quarter of 2024 was primarily due to higher product development and higher journalism costs, partially offset by lower sales and marketing costs. The increase in costs in the first six months of 2024 was primarily related to higher product development and journalism costs.

The Athletic adjusted operating loss decreased 69.2% in the second quarter of 2024 to $2.4 million from $7.8 million in the second quarter of 2023 and decreased 42.0% in the first six months of 2024 to $11.1 million from $19.1 million in the first six months of 2023, primarily as a result of higher 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;

•adjusted operating profit, defined as operating profit before depreciation, amortization, severance, multiemployer pension plan withdrawal costs and special items, 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; and

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

The special items in 2024 consisted of:

•$2.0 million of Generative AI Litigation Costs ($1.5 million or $0.01 per share after tax) in the second quarter and $3.0 million ($2.2 million or $0.02 per share after tax) for the first six months.

The special items in 2023 consisted of:

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

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)
	For the Quarters Ended						For the Six Months Ended
	June 30, 2024		June 30, 2023		% Change		June 30, 2024		June 30, 2023		% Change
Diluted earnings per share	$	0.40	$	0.28	42.9	%	$	0.64	$	0.42	52.4	%
Add:
Amortization of acquired intangible assets	0.04		0.04		*		0.08		0.09		(11.1	%)
Severance	0.01		—		*		0.04		0.03		33.3	%
Non-operating retirement costs:
Multiemployer pension plan withdrawal costs	0.01		0.01		*		0.02		0.02		*
Other components of net periodic benefit costs	0.01		—		*		0.01		(0.01)		*
Special items:
Generative AI Litigation Costs	0.01		—		*		0.02		—		*
Impairment charge	—		0.08		*		—		0.08		*


Income tax expense of adjustments	(0.02)		(0.03)		*		(0.04)		(0.05)		(20.0	%)
Adjusted diluted earnings per share (1)	$	0.45	$	0.38	18.4	%	$	0.76	$	0.56	35.7	%

(1) Amounts may not add due to rounding.

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


Reconciliation of operating profit before depreciation and amortization, severance, multiemployer pension plan withdrawal costs and special items (or adjusted operating profit) and of adjusted operating profit margin
	For the Quarters Ended								For the Six Months Ended
(In thousands)	June 30, 2024			June 30, 2023			% Change		June 30, 2024			June 30, 2023			% Change
Operating profit	$	79,410		$	55,775		42.4	%	$	127,729		$	83,675		52.6	%
Add:
Depreciation and amortization	20,537			21,858			(6.0)	%	41,243			42,698			(3.4)	%
Severance	1,473			713			*		5,901			4,493			31.3	%
Multiemployer pension plan withdrawal costs	1,297			1,084			19.6	%	2,909			2,539			14.6	%
Generative AI Litigation Costs	1,983			—			*		2,972			—			*
Impairment charge	—			12,736			*		—			12,736			*

Adjusted operating profit	$	104,700		$	92,166		13.6	%	$	180,754		$	146,141		23.7	%
Divided by:
Revenue	$	625,097		$	590,853		5.8	%	$	1,219,112		$	1,151,592		5.9	%
Operating profit margin	12.7		%	9.4		%	330 bps		10.5		%	7.3		%	320 bps
Adjusted operating profit margin	16.7		%	15.6		%	110 bps		14.8		%	12.7		%	210 bps
* 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
	June 30, 2024								June 30, 2023(1)
(In thousands)	NYTG		The Athletic		I/E(2)		Total		NYTG		The Athletic		Total		% Change
Total operating costs	$	496,747	$	49,503	$	(563)	$	545,687	$	489,381	$	45,697	$	535,078	2.0	%
Less:
Depreciation and amortization	13,940		6,597		—		20,537		15,036		6,822		21,858		(6.0)	%
Severance	1,473		—		—		1,473		—		713		713		*
Multiemployer pension plan withdrawal costs	1,297		—		—		1,297		1,084		—		1,084		19.6	%
Generative AI Litigation Costs	1,983		—		—		1,983		—		—		—		*
Impairment charge	—		—		—		—		12,736		—		12,736		*

Adjusted operating costs	$	478,054	$	42,906	$	(563)	$	520,397	$	460,525	$	38,162	$	498,687	4.4	%

	For the Six Months Ended
	June 30, 2024								June 30, 2023(1)
(In thousands)	NYTG		The Athletic		I/E(2)		Total		NYTG		The Athletic		Total		% Change
Total operating costs	$	990,022	$	102,486	$	(1,125)	$	1,091,383	$	975,667	$	92,250	$	1,067,917	2.2	%
Less:
Depreciation and amortization	27,966		13,277		—		41,243		29,043		13,655		42,698		(3.4)	%
Severance	5,472		429		—		5,901		3,329		1,164		4,493		31.3	%
Multiemployer pension plan withdrawal costs	2,909		—		—		2,909		2,539		—		2,539		14.6	%
Generative AI Litigation Costs	2,972		—		—		2,972		—		—		—		*
Impairment charge	—		—		—		—		12,736		—		12,736		*

Adjusted operating costs	$	950,703	$	88,780	$	(1,125)	$	1,038,358	$	928,020	$	77,431	$	1,005,451	3.3	%
(1) Recast to conform to the current presentation of total operating costs. See “Executive Overview” for more detail.
(2) Intersegment eliminations (“I/E”) related to content licensing.
* Represents a change equal to or in excess of 100% or not meaningful.

LIQUIDITY AND CAPITAL RESOURCES

We believe our cash balance and cash provided by operations, in combination with other sources of cash, will be sufficient to meet our financing needs over the next twelve months. As of June 30, 2024, we had cash, cash equivalents and short- and long-term marketable securities of $724.0 million. Our cash and marketable securities balances between December 31, 2023, and June 30, 2024, increased primarily due to cash proceeds from operating activities, partially offset by share repurchases, dividend payments, share-based compensation withholding tax payments and capital expenditures.

We have paid quarterly dividends on the Class A and Class B Common Stock each quarter since late 2013. In February 2024, the Board of Directors approved an increase in the quarterly dividend to $0.13 per share, which was paid in April 2024. On June 27, 2024, the Board of Directors declared a quarterly dividend of $0.13 per share on the Class A and Class B Common Stock, which was paid in July 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 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 June 30, 2024, repurchases under these authorizations totaled approximately $191.5 million (excluding commissions and excise taxes), fully utilizing the 2022 authorization and leaving approximately $208.5 million under the 2023 authorization. During the six months ended June 30, 2024, repurchases under these authorizations totaled approximately $42.0 million and we repurchased an additional $7.0 million (excluding commissions and excise taxes) between July 1, 2024 and August 2, 2024, leaving approximately $201.5 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 2024, we expect a negative impact on our cash from operations of approximately $28 million and our net deferred tax assets to increase by a similar amount as a result of this legislation. The actual impact on 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 Six Months Ended
(In thousands)	June 30, 2024		June 30, 2023		% Change
Operating activities	$	133,310	$	119,782	11.3	%
Investing activities	$	(96,170)	$	(5,030)	*
Financing activities	$	(102,342)	$	(90,159)	13.5	%
* 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 six months of 2024 compared with the same prior-year period primarily due to higher net income and higher cash collections from accounts receivable, partially offset by higher cash payments for incentive compensation and higher tax payments.

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 six months of 2024 was primarily related to $83.5 million in net purchases of marketable securities and capital expenditures of $14.1 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 six months of 2024 was primarily related to share repurchases of $42.0 million, dividend payments of $40.0 million and share-based compensation tax withholding payments of $18.6 million.

Free Cash Flow

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

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


	For the Six Months Ended
(In thousands)	June 30, 2024		June 30, 2023
Net cash provided by operating activities	$	133,310	$	119,782
Less: Capital expenditures	(14,054)		(10,792)
Free cash flow	$	119,256	$	108,990

Free cash flow in the first six months of 2024 was $119.3 million compared with $109.0 million in 2023. Free cash flow increased primarily due to higher cash provided by operating activities, as discussed above.

Restricted Cash

We were required to maintain $14.1 million of restricted cash as of June 30, 2024, and $13.7 million as of December 31, 2023, substantially all of which is set aside to collateralize workers’ compensation obligations.

Capital Expenditures

Capital expenditures totaled approximately $16 million and $9 million in the first six months of 2024 and 2023, respectively. The increase in capital expenditures in 2024 was primarily driven by higher expenditures at our College Point, N.Y., printing and distribution facility, improvements in the Company Headquarters and investments in technology to support our strategic initiatives. The cash payments related to capital expenditures totaled approximately $14 million and $11 million in the first six months of 2024 and 2023, respectively.

Revolving 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, 2023. Other than as described in Note 2 of the Notes to the Condensed Consolidated Financial Statements, as of June 30, 2024, our critical accounting policies have not changed from December 31, 2023.

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; 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 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, 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, 2023, details our disclosures about market risk. As of June 30, 2024, there were no material changes in our market risks from December 31, 2023.

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 June 30, 2024. Based upon such evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of June 30, 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

During the second quarter of 2024, we implemented a new cloud-based system for digital subscription revenue and accounts receivable. In connection with this implementation, we updated the design and documentation of our internal control processes and procedures relating to the new system.

There were no other changes in our internal control over financial reporting during the quarter ended June 30, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

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, 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 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 June 30, 2024, repurchases under these authorizations totaled approximately $191.5 million (excluding commissions and excise taxes), fully utilizing the 2022 authorization and leaving approximately $208.5 million 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
April 1, 2024 - April 30, 2024	102,320	$	43.00	102,320	$	213,633,000
May 1, 2024 - May 31, 2024	28,112	$	44.25	28,112	$	212,389,000
June 1, 2024 - June 30, 2024	77,651	$	50.20	77,651	$	208,491,000
Total for the second quarter of 2024	208,083	$	45.87	208,083	$	208,491,000

Item 5. Other Information

Securities Trading Plans of Directors and Executive Officers

During the three months ended June 30, 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).

Item 6. Exhibits


Exhibit No.

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

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

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

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

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

101.SCH						Inline XBRL Taxonomy Extension Schema Document.

101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document.

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

SIGNATURES

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


		THE NEW YORK TIMES COMPANY
		(Registrant)

Date:	August 7, 2024	/s/ William Bardeen
		William Bardeen Executive Vice President and Chief Financial Officer (Principal Financial Officer)