8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 1, 2010

The New York Times Company

(Exact name of registrant as specified in its charter)

New York	1-5837	13-1102020
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
620 Eighth Avenue, New York, New York		10018
(Address of principal executive offices)		(Zip Code)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure

In connection with presentations being made by The New York Times Company (the “Company”) relating to its announced intention to offer $200 million aggregate principal amount of senior notes due 2016 in an offering pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Securities Act”), (see “Item 8.01 Other Events” below), the Company intends to disclose certain information attached hereto as Exhibit 99.1 to potential investors. This information, some of which has not been previously reported, is excerpted from a confidential offering memorandum that is being circulated in connection with such private offering. The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference into any filing under the Securities Act except as shall be expressly set forth by specific reference in such filing. The furnishing of this information pursuant to Item 7.01 shall not be deemed an admission by the Company as to the materiality of such information.

Item 8.01 Other Events

On November 1, 2010, the Company issued a press release announcing its intention to offer $200 million aggregate principal amount of senior notes due 2016 in an offering pursuant to Rule 144A and Regulation S under the Securities Act. Pursuant to Rule 135c under the Securities Act, a copy of the press release announcing this intent is attached as Exhibit 99.2 hereto and is incorporated herein by reference.

The notes have not been registered under the Securities Act and may not be offered or sold within the United States or to U.S. persons, except to “qualified institutional buyers” in reliance on the exemption from registration provided by Rule 144A and to certain persons in offshore transactions in reliance on Regulation S.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Description
99.1	Regulation FD Disclosure
99.2	Press Release dated November 1, 2010, announcing a private offering

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 hereunto duly authorized.

	THE NEW YORK TIMES COMPANY
Date: November 1, 2010	By:	/S/    KENNETH A. RICHIERI
		Kenneth A. Richieri
		Senior Vice President, General Counsel and Secretary

Index to Exhibits

Exhibit Number	Description
99.1	Regulation FD Disclosure
99.2	Press Release dated November 1, 2010, announcing a private offering

EX-99.1

Exhibit 99.1

Summary Historical Consolidated Financial Information

The following table sets forth our summary historical consolidated financial information for the periods presented. The following information is only a summary and should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and the consolidated financial statements and the related notes, which appear in our Annual Report on Form 10-K for the year ended December 27, 2009, and our Quarterly Reports on Form 10-Q for the quarters ended March 28, 2010, June 27, 2010 and September 26, 2010, which have been incorporated herein by reference. We have derived the statement of operations data for the 2007, 2008 and 2009 fiscal years and the balance sheet data as of December 27, 2009, and December 28, 2008, from our audited financial statements, which are incorporated by reference in this offering memorandum. We have derived the balance sheet data as of December 30, 2007, from our audited financial statements, which are not incorporated by reference herein. We have derived the statement of operations data for the nine months ended September 26, 2010, and September 27, 2009, and the balance sheet data as of September 26, 2010, from our unaudited financial statements, which are incorporated by reference in this offering memorandum. We have derived the statement of operations data for the twelve months ended September 26, 2010 by adding our results for the nine months ended September 26, 2010 to results for the twelve months ended December 27, 2009 and deducting our results for the nine months ended September 27, 2009. Our historical results for any prior period are not necessarily indicative of results to be expected for any future period. All fiscal years presented in the table below comprise 52 weeks.

	Nine Months Ended						Twelve Months Ended			Years Ended
(In thousands)	September 26, 2010			September 27, 2009			September 26, 2010			December 27, 2009			December 28, 2008			December 30, 2007
Statement of Operations Data
Revenues:
Advertising	$	914,518		$	938,273		$	1,312,536		$	1,336,291		$	1,771,033		$	2,037,816
Circulation		700,819			697,156			940,149			936,486			910,154			889,882
Other		116,450			123,859			160,253			167,662			258,577			257,059
Total revenues		1,731,787			1,759,288			2,412,938			2,440,439			2,939,764			3,184,757
Operating costs		1,586,895			1,727,067			2,167,628			2,307,800			2,783,076			2,919,031
Pension withdrawal expense		6,268			80,249			4,950			78,931			—			—
Net pension curtailment expense/(gain)		—			2,706			(56,671	)		(53,965	)		—			—
Loss on leases and other		—			16,363			18,270			34,633			—			—
Impairment of assets		16,148			—			20,327			4,179			197,879			11,000
Net (gain)/loss on sale of assets		—			(5,198	)		—			(5,198	)		—			68,156
Operating profit/(loss)		122,476			(61,899	)		258,434			74,059			(41,191	)		186,570
Income/(loss) from joint ventures		22,271			20,335			22,603			20,667			17,062			(2,618	)
Gain on sale of investment		9,128			—			9,128			—			—			—
Interest expense, net		61,825			60,830			82,696			81,701			47,790			39,842
Premium on debt redemption		—			9,250			—			9,250			—			—
Income/(loss) from continuing operations before income taxes		92,050			(111,644	)		207,469			3,775			(71,919	)		144,110
Income tax expense/(benefit)		50,444			(41,853	)		94,503			2,206			(5,979	)		57,150
Income/(loss) from continuing operations		41,606			(69,791	)		112,966			1,569			(65,940	)		86,960
Income/(loss) from discontinued operations, net of income taxes		13			(1,049	)		19,394			18,332			8,602			121,637
Net (income)/loss attributable to the noncontrolling interest		(1,054	)		(188	)		(876	)		(10	)		(501	)		107
Net income/(loss) attributable to The New York Times Company common stockholders	$	40,565		$	(71,028	)	$	131,484		$	19,891		$	(57,839	)	$	208,704

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	Nine Months Ended			Twelve Months Ended	Years Ended
(In thousands)	September 26, 2010		September 27, 2009	September 26, 2010	December 27, 2009		December 28, 2008		December 30, 2007
Balance Sheet Data(at period end)
Cash and cash equivalents	$	128,641			$	36,520	$	56,784	$	51,532
Property, plant and equipment, net		1,169,737				1,250,021		1,353,619		1,468,013
Total assets		3,016,507				3,088,557		3,401,680		3,473,092
Total debt		774,482				769,217		1,059,375		1,034,979
Total New York Times Company stockholders’ equity		657,940				604,042		503,963		978,200

	Nine Months Ended						Twelve Months Ended			Years Ended
(In thousands)	September 26, 2010			September 27, 2009			September 26, 2010			December 27, 2009			December 28, 2008			December 30, 2007
Other Data
Adjusted operating profit (1)	$	237,863		$	163,962		$	394,130		$	320,229		$	381,964		$	490,454
Adjusted operating costs (2)		1,493,924			1,595,326			2,018,808			2,120,210			2,557,800			2,694,303
Segment Data (3)
Adjusted operating profit:
News Media Group	$	215,623		$	156,152		$	371,247		$	311,776		$	370,737		$	489,635
About Group		54,457			41,608			75,175			62,326			52,038			49,078
Corporate		(32,217	)		(33,798	)		(52,292	)		(53,873	)		(40,811	)		(48,259	)
Total Company	$	237,863		$	163,962		$	394,130		$	320,229		$	381,964		$	490,454
Adjusted operating profit to revenues:
News Media Group		13	%		9	%		16	%		13	%		13	%		16	%
About Group		54	%		49	%		55	%		51	%		45	%		48	%
Key Ratios
Operating profit/(loss) to revenues								11	%		3	%		-1	%		6	%
Return on average total assets								4	%		1	%		-2	%		6	%
Total debt to total capitalization								54	%		56	%		68	%		51	%
Current assets to current liabilities (4)								1.17			1.00			0.60			0.68
Net debt to Adjusted operating profit (5)								1.64			2.29			2.62			2.01
Total debt to Adjusted operating profit								1.97			2.40			2.77			2.11
Adjusted operating profit to interest expense, net								4.77			3.92			7.99			12.31
Digital revenues as a percentage of advertising revenues		26.3	%		21.7	%		25.2	%		22.0	%		17.4	%		13.9	%
Full-Time Equivalent Employees		7,303			7,662			7,303			7,665			9,346			10,231

(footnotes on succeeding pages)

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(1) Adjusted operating profit represents operating profit (loss) excluding depreciation and amortization expense, severance and the special items described below. Adjusted operating profit is not a measurement of operating performance computed in accordance with GAAP and should not be considered as a substitute for operating profit (loss) computed in accordance with GAAP. A reconciliation of operating profit (loss) to Adjusted operating profit is provided below.

	Nine Months Ended					Twelve Months Ended			Years Ended
(In thousands)	September 26, 2010		September 27, 2009			September 26, 2010			December 27, 2009			December 28, 2008			December 30, 2007
Operating profit (loss)	$	122,476	$	(61,899	)	$	258,434		$	74,059		$	(41,191	)	$	186,570
Depreciation and amortization		90,816		102,438			122,074			133,696			144,301			189,293
Severance		2,155		29,303			26,746			53,894			80,975			35,435
Special items		22,416		94,120			(13,124	)		58,580			197,879			79,156
Adjusted operating profit	$	237,863	$	163,962		$	394,130		$	320,229		$	381,964		$	490,454
Special Items
Pension withdrawal expense	$	6,268	$	80,249		$	4,950		$	78,931		$	—		$	—
Net pension curtailment expense (gain)		—		2,706			(56,671	)		(53,965	)		—			—
Loss on leases and other		—		16,363			18,270			34,633			—			—
Impairment of assets		16,148		—			20,327			4,179			197,879			11,000
Net (gain)/loss on sale of assets		—		(5,198	)		—			(5,198	)		—			68,156
Total special items	$	22,416	$	94,120		$	(13,124	)	$	58,580		$	197,879		$	79,156

In the third quarter of 2010, we had an operating profit of $9.0 million and adjusted operating profit of $62.0 million. Adjusted operating profit excludes depreciation and amortization ($30.1 million), severance ($0.5 million) and special items, which include a write down of assets at the Globe’s [The Boston Globe (the “Globe”)] printing facility in Billerica, Mass. ($16.1 million) and a pension withdrawal expense ($6.3 million).

In the third quarter of 2009 we had an operating loss of $23.7 million and adjusted operating profit of $81.1 million. Adjusted operating profit excludes depreciation and amortization ($31.3 million), severance ($2.6 million) and special items, which includes a pension withdrawal expense ($76.1 million) and a gain on the sale of surplus real estate assets ($5.2 million).

For the nine months ended September 26, 2010, special items consisted of:

• A $6.3 million pre-tax charge for an adjustment to estimated pension withdrawal obligations under several multiemployer pension plans at the Globe.

• A $16.1 million pre-tax charge for a write-down of assets at the Globe’s printing facility in Billerica, Mass., which was consolidated into the Boston, Mass., printing facility in the second quarter of 2009. After exploring different opportunities for the assets at Billerica, the Company entered into an agreement in the third quarter of 2010 to sell the majority of these assets to a third party.

For the nine months ended September 27, 2009, special items consisted of:

• A $83.0 million pre-tax charge primarily for estimated pension withdrawal obligations under several multiemployer pension plans ($80.3 million) as well as a curtailment charge for a Company-sponsored pension plan ($2.7 million). The charge was a result of amendments to various collective bargaining agreements at the Globe that allowed the withdrawal from these multiemployer plans and the freezing of benefits under the Company-sponsored plan.

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• A $16.4 million pre-tax charge for an estimated loss on leases at City & Suburban Delivery Systems, Inc. (“City & Suburban”), which was closed in the first quarter of 2009.

• A $5.2 million pre-tax gain on the sale of surplus real estate assets at the Regional Media Group.

For the twelve months ended September 26, 2010, special items consisted of:

• A $5.0 million pre-tax net charge for adjustments to estimated pension withdrawal obligations under several multiemployer pension plans at the Globe and related to the closure of City & Suburban.

• A $56.7 million pre-tax net pension curtailment gain resulting from freezing of benefits under various Company-sponsored qualified and non-qualified pension plans.

• An $18.3 million pre-tax charge for a loss on leases ($14.8 million) and a fee ($3.5 million) for the early termination of a third-party printing contract. The lease charge includes an $8.3 million loss on a lease for office space at The New York Times Media Group as well as an adjustment of $6.5 million to the estimated loss on leases recorded in the first quarter of 2009 associated with the City & Suburban closing.

• A $16.1 million pre-tax charge for a write-down of assets at the Globe’s printing facility in Billerica, Mass., which was consolidated into the Boston, Mass., printing facility in the second quarter of 2009. After exploring different opportunities for the assets at Billerica, the Company entered into an agreement in the third quarter of 2010 to sell the majority of these assets to a third party.

• A $4.2 million pre-tax charge for the impairment of assets due to the reduced scope of a systems project.

For 2009 fiscal year, special items consisted of:

• A $78.9 million pre-tax charge for a pension withdrawal obligation under several multiemployer pension plans at the Globe.

• A $54.0 million pre-tax net pension curtailment gain resulting from freezing of benefits under various Company-sponsored qualified and non-qualified pension plans.

• A $34.6 million pre-tax charge for a loss on leases ($31.1 million) and a fee ($3.5 million) for the early termination of a third-party printing contract. The lease charge includes a $22.8 million charge for a loss on leases associated with the City & Suburban closing and an $8.3 million loss on a lease for office space at The New York Times Media Group.

• A $4.2 million pre-tax charge for the impairment of assets due to the reduced scope of a systems project.

• A $5.2 million pre-tax gain on the sale of surplus real estate assets at the Regional Media Group.

For 2008 fiscal year, special items consisted of:

• A $160.4 million pre-tax, non-cash charge for the impairment of property, plant and equipment, intangible assets and goodwill at the New England Media Group.

• A $19.2 million pre-tax, non-cash charge for the impairment of an intangible asset at the IHT, [the International Herald Tribune (the “IHT”)] whose results are included in The New York Times Media Group.

• An $18.3 million pre-tax, non-cash charge for the impairment of assets for a systems project.

For 2007 fiscal year, special items consisted of:

• An $11.0 million pre-tax, non-cash charge for the impairment of an intangible asset at [the Worcester Telegram & Gazette (the “T&G”)], whose results are included in the New England Media Group.

• A $68.2 million net pre-tax loss from the sale of assets, mainly our Edison, N.J., facility.

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(2) Adjusted operating costs represent operating costs excluding depreciation and amortization, and severance. Adjusted operating costs is not a measurement of operating performance computed in accordance with GAAP and should not be considered a substitute for operating costs computed in accordance with GAAP. A reconciliation of operating costs to adjusted operating costs is presented below.

	Nine Months Ended				Twelve Months Ended		Years Ended
(In thousands)	September 26, 2010		September 27, 2009		September 26, 2010		December 27, 2009		December 28, 2008		December 30, 2007
Operating costs	$	1,586,895	$	1,727,067	$	2,167,628	$	2,307,800	$	2,783,076	$	2,919,031
Depreciation and amortization		90,816		102,438		122,074		133,696		144,301		189,293
Severance		2,155		29,303		26,746		53,894		80,975		35,435
Adjusted operating costs	$	1,493,924	$	1,595,326	$	2,018,808	$	2,120,210	$	2,557,800	$	2,694,303

In the third quarter of 2010, we had operating costs of $522.9 million and Adjusted operating costs of $492.3 million. Adjusted operating costs excludes depreciation and amortization ($30.1 million) and severance ($0.5 million).

In the third quarter of 2009, we had operating costs of $522.2 million and Adjusted operating costs of $488.3 million. Adjusted operating costs excludes depreciation and amortization ($31.3 million) and severance ($2.6 million).

(3) See note (1) for an explanation of Adjusted operating profit. A reconciliation of operating profit to adjusted operating profit for the News Media Group, the About Group and Corporate is presented below.

	Nine Months Ended						Twelve Months Ended			Years Ended
(In thousands)	September 26, 2010			September 27, 2009			September 26, 2010			December 27, 2009			December 28, 2008			December 30, 2007
News Media Group operating profit (loss)	$	108,914		$	(60,228	)	$	190,305		$	21,163		$	(30,947	)	$	207,708
Depreciation and amortization		82,141			94,098			110,652			122,609			124,254			167,838
Severance		2,152			28,162			26,743			52,753			79,551			34,933
Special items		22,416			94,120			43,547			115,251			197,879			79,156
Adjusted operating profit	$	215,623		$	156,152		$	371,247		$	311,776		$	370,737		$	489,635
About Group operating profit	$	45,782		$	32,910		$	63,753		$	50,881		$	39,390		$	34,703
Depreciation and amortization		8,675			8,340			11,422			11,087			12,251			14,375
Severance		—			358			—			358			397			—
Adjusted operating profit	$	54,457		$	41,608		$	75,175		$	62,326		$	52,038		$	49,078
Corporate operating profit	$	(32,220	)	$	(34,581	)	$	4,376		$	2,015		$	(49,634	)	$	(55,841	)
Depreciation and amortization		—			—			—			—			7,796			7,080
Severance		3			783			3			783			1,027			502
Special items		—			—			(56,671	)		(56,671	)		—			—
Adjusted operating profit	$	(32,217	)	$	(33,798	)	$	(52,292	)	$	(53,873	)	$	(40,811	)	$	(48,259	)

See note (1) for a description of the special items.

(4) The current assets to current liabilities ratio is higher in 2009 because of repayments of current debt.

(5) Net debt represents total debt less cash and cash equivalents. See note (1) for an explanation of Adjusted operating profit.

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EX-99.2

Exhibit 99.2

For Investors:	Paula Schwartz, 212-556-5224; paula.schwartz@nytimes.com
For Media:	Abbe Serphos, 212-556-4425; serphos@nytimes.com
	This press release can be downloaded from www.nytco.com

The New York Times Company Announces

Offering of Senior Notes Due 2016

NEW YORK, November 1, 2010 – The New York Times Company (NYSE: NYT) announced today that it intends to offer $200 million aggregate principal amount of senior notes due 2016. The Company intends to use the net proceeds for general corporate purposes including, among other things, to pay down debt and other financial obligations as part of the Company’s refinancing strategy.

The notes are to be offered and sold to “qualified institutional buyers” as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) and outside the United States in reliance on Regulation S under the Securities Act.

This press release does not constitute an offer to sell or the solicitation of an offer to buy the notes or any other securities. The notes have not been and will not be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration except pursuant to an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.

Except for the historical information contained herein, the matters discussed in this press release are forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those predicted by such forward-looking statements. These risks and uncertainties include national and local conditions, as well as competition, that could influence the levels (rate and volume) of retail, national and classified advertising and circulation generated by our various markets, material increases in newsprint prices and the development of our digital businesses. They also include other risks detailed from time to time in the Company’s publicly filed documents, including the Company’s Annual Report on Form 10-K for the year ended December 27, 2009. 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.

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