We are a leading media and news organization serving our audiences through print, online, mobile and radio technology. Our segments and divisions are:

News Media Group (consisting of The New York Times Media Group, which principally includes The New York Times ("The Times"), NYTimes.com, the International Herald Tribune and WQXR-FM; the New England Media Group, which principally includes The Boston Globe (the "Globe"), Boston.com and the Worcester Telegram & Gazette; and the Regional Media Group, which includes 15 daily newspapers, other print publications and their related digital operations). The News Media Group generates revenues principally from print, online and radio advertising and through circulation. Other revenues, which make up the remainder of revenues, primarily consist of revenues from news services/syndication, commercial printing, digital archives, direct mail advertising services, rental income and wholesale delivery operations, which we expect to close in January 2009 as discussed below. The News Media Group's main operating costs are employee-related costs and raw materials, primarily newsprint.

About Group(consisting of the Web sites of About.com, ConsumerSearch.com, UCompareHealthCare.com and Caloriecount.about.com). The About Group principally generates revenues from cost-per-click advertising (sponsored links for which the About Group is paid when a user clicks on the ad), display advertising that is relevant to its adjacent content, and e-commerce (including sales lead generation). Almost all of its revenues (93% in the first nine months of 2008) are derived from the sale of advertisements (cost-per-click and display advertising). Cost-per-click advertising accounts for 56% of the About Group's total advertising revenues. The About Group's main operating costs are employee-related costs and content and hosting costs.

Joint Ventures Our investments accounted for under the equity method are as follows:

† a 49% interest in Metro Boston LLC ("Metro Boston"), which publishes a free daily newspaper in the Greater Boston area,

† a 49% interest in a Canadian newsprint company, Donohue Malbaie Inc.,

† a 40% interest in a partnership, Madison Paper Industries, operating a supercalendered paper mill in Maine,

† a 25% interest (acquired in 2008 for a nominal amount) in quadrantONE LLC, a consortium online advertising network that sells bundled premium, targeted display advertising from local newspaper Web sites and other affiliates, and

† an approximately 17.5% interest in New England Sports Ventures, which owns the Boston Red Sox, Fenway Park and adjacent real estate, approximately 80% of the New England Sports Network, a regional cable sports network, and 50% of Roush Fenway Racing, a leading NASCAR team.

RECENT DEVELOPMENTS

Impairment of Assets

In accordance with Statement of Financial Accounting Standards ("FAS") No. 142, Goodwill and Other Intangible Assets ("FAS 142"), we are required to perform an impairment test on goodwill and indefinite-lived intangible assets (mastheads and trade names) annually or if certain circumstances indicate a possible impairment may exist. Our policy is to complete the required annual impairment test in accordance with FAS 142 in our fiscal fourth quarter. In accordance with FAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, other long-lived assets that are amortized (customer lists, property, plant and equipment and other assets) are required to be tested for impairment if certain circumstances indicate that a possible impairment may exist. Due to certain impairment indicators, including the continued decline in print advertising revenue affecting the newspaper industry and lower-than-expected current and projected operating results, we were required to perform an interim impairment test in the third quarter of 2008 at the New England Media Group. The assets tested include goodwill, indefinite-lived intangible assets, other long-lived assets being amortized and an equity method investment in Metro Boston.

We have not finalized our interim impairment analysis due to the timing and complexity of the calculations required. However, we have recorded an estimated non-cash impairment charge in the third quarter of 2008 of $166.0 million ($112.8 million after tax, or $.78 per share) based on calculations performed to date. Any adjustment to the estimate recorded will be made in the fourth quarter of 2008 when we finalize the interim third-quarter 2008 impairment test.

The impairment charge in the third quarter of 2008, which is included in the line items "Impairment of assets" and "Net income from joint ventures" in our 2008 Condensed Consolidated Statements of Operations, is presented below by asset:

(In thousands)                   Pre-tax      Tax      After-tax
Newspaper mastheads             $  38,312   $ 14,229   $   24,083
Goodwill                           22,897          -       22,897
Customer list                       8,336      3,086        5,250
Property, plant and equipment      90,885     33,809       57,076
Impairment of assets              160,430     51,124      109,306
Metro Boston investment             5,600      2,084        3,516
Total                           $ 166,030   $ 53,208   $  112,822

The impairment mainly resulted from lower projected operating results and cash flows of the New England Media Group primarily due to the secular decline of print advertising revenue. These factors resulted in the carrying value of the assets being greater than their fair value, and therefore a write-down to fair value was required.

Goodwill is the excess of cost over the fair market value of tangible and other intangible assets acquired. The fair value of the New England Media Group's goodwill is the residual fair value after allocating the total fair value of the New England Media Group to its other assets, net of liabilities. The total fair value of the New England

Media Group was estimated using a combination of a discounted cash flow model (present value of future cash flows) and a market approach model based on comparable businesses. The goodwill is not tax deductible because the 1993 acquisition of the Globe was structured as a tax-free stock transaction.

The fair value of the mastheads was calculated using a relief-from-royalty method and the fair value of the customer list was calculated by estimating the present value of associated future cash flows.

The property, plant and equipment of the New England Media Group has been estimated at fair value less cost to sell. The fair value was determined giving consideration to market and income approaches to value.

The carrying value of our investment in Metro Boston was written down to fair value because the business had experienced lower-than-expected growth and we anticipate lower growth compared to previous projections, leading us to conclude that our investment was other than temporarily impaired.

In connection with our required annual impairment test, we will test goodwill and indefinite-lived intangible assets in all other reporting units in the fourth quarter of 2008. Any impairment resulting from these tests would be recorded in the fourth quarter of 2008.

In the first quarter of 2008, we recorded a non-cash charge of $18.3 million for the write-down of assets for a systems project at the News Media Group. We reduced the scope of a major advertising and circulation project to decrease capital spending, which resulted in the write-down of previously capitalized costs.

Retirement Plans Amendments

On October 22, 2008, we adopted amendments to a number of our retirement plans for non-union employees. First, we decreased the benefit formula for pension benefits for all active non-union employees, effective January 1, 2009. Additionally, we amended our retiree medical plan to eliminate post-age 65 retiree medical benefits for all employees who retire on or after March 1, 2009. We currently plan to continue to offer pre-age 65 retiree medical coverage to employees who take early retirement on or after March 1, 2009, and meet the retiree medical eligibility requirements, until they become Medicare eligible.

We expect the pension and retiree medical plan changes to result in savings of approximately $24 million in 2009 and to reduce our pension benefits obligation by approximately $70 million and our postretirement benefits obligation by approximately $20 million.

Additionally, we are increasing the match on employee contributions to the non-union defined contribution plan, effective January 1, 2009, to up to 5% from 3%. We expect additional expense of approximately $6 million based on current employee participation.

City & Suburban Closure

In September 2008, we announced the shutdown of City & Suburban ("C&S"), our retail and newsstand distribution subsidiary, which distributes The Times and other publications in the New York metropolitan area. Going forward, The Times will be distributed to newsstands and retail outlets through a combination of third-party wholesalers and our own drivers. Approximately 550 full-time equivalent employees will be affected by the closure. The closure of C&S is expected to be completed in January 2009. The primary cost to close C&S is severance costs, of which approximately $9 million was recorded in the third quarter of 2008. We expect to incur additional severance costs and may incur a charge related to the abandonment of various leased properties.

Plant Closing - Billerica, Mass.

In September 2008, we announced that we plan to close our printing plant in Billerica, Mass., and consolidate the printing of the Globe into our main printing plant in Dorchester, Mass. While the exact timing of the closing has not yet been set, it is expected to occur in the second half of 2009. The plant is being closed because we no longer need as many presses to print all copies of the Globe. The cost savings and one-time costs related to the closing and the capital expenditures related to the consolidation cannot be estimated at this time because this information is dependent on ongoing negotiations with labor unions and certain production decisions not yet made. Certain property, plant and equipment located at the Billerica plant was impaired and a related write-down is included within our total New England Media Group impairment charge (see Note 3 of the Notes to the Condensed Consolidated Financial Statements).

Severance Costs

We recognized severance costs of $18.1 million in the third quarter of 2008 and $56.9 million in the first nine months of 2008. In the third quarter and first nine months of 2007, we recognized severance costs of $4.9 million and $17.6 million, respectively. Most of the costs in these periods were recognized at the News Media Group. These costs are primarily recorded in "Selling, general and administrative costs" in our Condensed Consolidated Statements of Operations.

Acquisitions

In March 2008, we acquired certain assets of the Winter Haven News Chief ("News Chief"), a regional newspaper in Winter Haven, Fla., for $2.5 million. Also in March 2008, we purchased additional Class A units of BehNeem, LLC ("BehNeem"), increasing our total investment to $4.3 million for a 53% ownership interest. BehNeem licenses the Epsilen Environment, an integrated online course content, portfolio and communications tool for the education community. The operating results of the News Chief are included in the results of the Regional Media Group and the operating results of BehNeem are included in the results of The New York Times Media Group, both of which are part of the News Media Group.

See Note 4 of the Notes to the Condensed Consolidated Financial Statements.

Plant Consolidation

In 2006, we announced plans to consolidate the printing operations of a facility we leased in Edison, N.J., into our newest facility in College Point, N.Y. As part of the consolidation, we purchased the Edison facility and then sold it, with two adjacent properties we already owned, to a third party. The purchase and sale of the Edison facility closed in the second quarter of 2007, relieving us of rental terms that were above market as well as certain restoration obligations under the original lease. As a result of the sale, we recognized a pre-tax loss of $68.2 million ($41.3 million after tax) in the second quarter of 2007.

The Edison facility was closed in March 2008. The costs to close the Edison facility were approximately $89 million, principally consisting of accelerated depreciation charges (approximately $69 million), severance costs (approximately $15 million) and plant restoration costs (approximately $5 million).

2008 EXPECTATIONS



Expectations regarding certain financial measures for 2008 are in the table
below.



Item                              2008 Expectations
Depreciation & amortization     $145 to $155 million(1)
Income from joint ventures      $15 to $20 million(2)
Interest expense                $49 to $53 million
Capital expenditures            $140 to $145 million(3)

(2) Includes an estimated $5.6 million non-cash impairment charge for Metro Boston recorded in the third quarter of 2008.

(3) For 2009, we expect capital expenditures to be approximately $80 million.

Due to significant volatility from quarter to quarter, we will no longer provide tax rate guidance.

For the first nine months of 2008, severance costs were approximately $57 million, which is higher than previous guidance because of the severance costs associated with the expected closure of C&S. Additional amounts may be recorded for C&S before it is closed. Due to the uncertainty of the amount of possible severance costs, we are not providing updated guidance.

Previously we said we believe we would achieve a reduction in costs from our year-end 2007 cash cost base of a total of more than $230 million in 2008 and 2009, excluding the effects of inflation, severance costs and one-time costs. More than $130 million of these savings were expected in 2008. As a result of our continuous cost reduction efforts, we now expect to exceed the $130 million and $230 million targets by even larger amounts. Therefore, we will stop measuring our cost savings against these targets. We continue to explore a wide range of additional cost reduction initiatives.

RESULTS OF OPERATIONS



The following table presents our consolidated financial results.



                                         For the Quarters Ended                         For the Nine Months Ended
                               September 28,     September 30,                 September 28,     September 30,
(In thousands)                     2008              2007         % Change         2008              2007         % Change

Revenues
Advertising                   $       398,196   $       465,043       (14.4 ) $     1,310,912   $     1,478,425       (11.3 )
Circulation                           225,689           223,420         1.0           676,486           664,538         1.8
Other                                  63,157            65,896        (4.2 )         189,404           186,359         1.6
Total revenues                        687,042           754,359        (8.9 )       2,176,802         2,329,322        (6.5 )
Operating costs
Production costs:
Raw materials                          62,645            58,643         6.8           182,006           196,678        (7.5 )
Wages and benefits                    148,183           163,367        (9.3 )         473,695           487,810        (2.9 )
Other                                 111,418           109,952         1.3           331,508           318,421         4.1
Total production costs                322,246           331,962        (2.9 )         987,209         1,002,909        (1.6 )
Selling, general and
administrative costs                  320,929           342,503        (6.3 )       1,006,392         1,029,045        (2.2 )
Depreciation and
amortization                           33,881            51,789       (34.6 )         108,454           142,871       (24.1 )
Total operating costs                 677,056           726,254        (6.8 )       2,102,055         2,174,825        (3.3 )
Impairment of assets                  160,430                 -         N/A           178,721                 -         N/A
Net loss on sale of assets                  -                 -         N/A                 -            68,156         N/A
Gain on sale of WQEW-AM                     -                 -         N/A                 -            39,578         N/A
Operating (loss)/profit              (150,444 )          28,105           *          (103,974 )         125,919           *
Net income from joint
ventures                                6,892             5,412        27.3            15,264             8,004        90.7
Interest expense, net                  11,658            10,470        11.3            35,507            28,924        22.8
(Loss)/income from
continuing operations
before income taxes and
minority interest                    (155,210 )          23,047           *          (124,217 )         104,999           *
Income tax
(benefit)/expense                     (40,360 )           8,991           *           (30,801 )          48,741           *
Minority interest in net
(income)/loss of
subsidiaries                              (54 )              54           *              (371 )              39           *
(Loss)/income from
continuing operations                (114,904 )          14,110           *           (93,787 )          56,297           *
Discontinued operations,
Broadcast Media Group:
Income from discontinued
operations, net of income
taxes                                       -                 -         N/A                 -             5,753         N/A
Gain/(loss) on sale, net of
income taxes                            8,611              (671 )         *             8,300            93,659       (91.1 )
Discontinued operations,
net of income taxes -
Broadcast Media Group                   8,611              (671 )         *             8,300            99,412       (91.7 )
Net (loss)/income             $      (106,293 ) $        13,439           *   $       (85,487 ) $       155,709           *

Revenues



Revenues by reportable segment and for the Company as a whole were as follows:



                                  For the Quarters Ended                         For the Nine Months Ended
                       September 28,     September 30,                  September 28,     September 30,
(In thousands)             2008              2007          % Change         2008              2007          % Change
Revenues:
News Media Group      $       658,336   $       729,635         (9.8 ) $     2,091,314   $     2,257,350         (7.4 )
About Group                    28,706            24,724         16.1            85,488            71,972         18.8
Total revenues        $       687,042   $       754,359         (8.9 ) $     2,176,802   $     2,329,322         (6.5 )

News Media Group



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



                                            For the Quarters Ended                       For the Nine Months Ended
                                  September 28,     September 30,                September 28,     September 30,
(In thousands)                        2008              2007         % Change        2008              2007         % Change
The New York Times Media Group
Advertising                      $       234,001   $       271,234      (13.7 ) $       781,607   $       867,774       (9.9 )
Circulation                              165,993           162,896        1.9           496,866           481,446        3.2
Other                                     43,800            47,388       (7.6 )         130,587           133,607       (2.3 )
Total                            $       443,794   $       481,518       (7.8 ) $     1,409,060   $     1,482,827       (5.0 )

New England Media Group
Advertising                      $        74,060   $        91,838      (19.4 ) $       240,591   $       289,414      (16.9 )
Circulation                               38,797            39,755       (2.4 )         114,060           117,537       (3.0 )
Other                                     12,683            11,498       10.3            38,029            31,548       20.5
Total                            $       125,540   $       143,091      (12.3 ) $       392,680   $       438,499      (10.4 )

Regional Media Group
Advertising                      $        63,547   $        78,609      (19.2 ) $       209,212   $       253,020      (17.3 )
Circulation                               20,899            20,769        0.6            65,560            65,555        0.0
Other                                      4,556             5,648      (19.3 )          14,802            17,449      (15.2 )
Total                            $        89,002   $       105,026      (15.3 ) $       289,574   $       336,024      (13.8 )

Total News Media Group
Advertising                      $       371,608   $       441,681      (15.9 ) $     1,231,410   $     1,410,208      (12.7 )
Circulation                              225,689           223,420        1.0           676,486           664,538        1.8
Other                                     61,039            64,534       (5.4 )         183,418           182,604        0.4
Total                            $       658,336   $       729,635       (9.8 ) $     2,091,314   $     2,257,350       (7.4 )

Advertising Revenues

Advertising revenue is primarily determined by the volume, rate and mix of advertisements. Total News Media Group advertising revenues decreased in the third quarter and first nine months of 2008 primarily due to lower print volume, particularly for classified advertising. Print advertising revenues declined 18.5% and 15.4% in the third quarter and first nine months of 2008, respectively, while online advertising revenues increased 8.3% and 13.9% in the same periods. Difficult national and local economic conditions and a secular shift of print advertising to online alternatives have continued to negatively affect classified, national and retail advertising at the News Media Group.

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

                            For the Quarters Ended                       For the Nine Months Ended
                  September 28,     September 30,                September 28,     September 30,
(In thousands)        2008              2007         % Change        2008              2007         % Change

National         $       188,666   $       212,910      (11.4 ) $       616,475   $       662,056       (6.9 )
Retail                    86,507            97,191      (11.0 )         281,188           314,180      (10.5 )
Classified                82,778           117,157      (29.3 )         289,730           387,735      (25.3 )
Other                     13,657            14,423       (5.3 )          44,017            46,237       (4.8 )
Total            $       371,608   $       441,681      (15.9 ) $     1,231,410   $     1,410,208      (12.7 )

The New York Times Media Group

The New York Times Media Group's advertising revenues in the first nine months of 2008 consisted of approximately 69% from the national category, 17% from the classified category, 12% from the retail category and 2% from other advertising categories. Total advertising revenues declined in the third quarter and first nine months of 2008 primarily due to lower print advertising, particularly in the national category, offset in part by higher online revenues.

National advertising decreased in the third quarter and first nine months of 2008 compared with the same periods in 2007 mainly because of lower print advertising offset in part by higher online revenues. National print advertising has been negatively affected by the slowdown in the economy. Online national advertising continues to grow as a result of secular shifts to online alternatives.

Classified advertising decreased in the third quarter and first nine months of 2008 compared with the same periods in 2007 due to declines in all three print categories (real estate, help-wanted and automotive). The slowdown in the local and national housing markets and weakening economic conditions have contributed to the declines in classified advertising. In addition, print classified advertising was negatively affected by secular shifts to online alternatives.

Retail advertising had declines in the third quarter and first nine months of 2008 compared with the same periods in 2007 because of lower volume in various print advertising categories. Shifts in marketing strategies and budgets of major advertisers have negatively affected retail advertising.

New England Media Group

The New England Media Group's advertising revenues in the first nine months of 2008 consisted of approximately 34% from the classified category, 30% from the retail category, 29% from the national category and 7% from other advertising categories. Total advertising revenues declined in the third quarter and first nine months of 2008 primarily due to the continued decline in print advertising revenue affecting the newspaper industry.

Classified advertising declined in all print categories (help-wanted, real estate and automotive) in the third quarter and first nine months of 2008 compared with the same periods in 2007. The majority of the decline was in the help-wanted and real estate categories due to softness in the job market and the continued slowdown in the local and national housing markets. In addition, secular shifts to online advertising contributed to the print classified advertising declines.

Retail and national advertising declined in the third quarter and first nine months of 2008 compared with the same periods in 2007 mainly due to lower volume in various print advertising categories, which was partially offset by growth in online advertising. The difficult economy and challenging market conditions in Boston and the greater New England area were major factors contributing to these declines.

. . .