10-K 1 a07-2276_410k.htm 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-K

Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31, 2006   Commission file number 1-5837  

 

THE NEW YORK TIMES COMPANY

(Exact name of registrant as specified in its charter)

New York
(State or other jurisdiction of
incorporation or organization)
    13-1102020
(I.R.S. Employer
Identification No.)
   
229 West 43rd Street, New York, N.Y.
(Address of principal executive offices)
    10036
(Zip code)
   

 

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

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

Title of each class
Class A Common Stock of $.10 par value
  Name of each exchange on which registered
New York Stock Exchange
 

 

  Securities registered pursuant to Section 12(g) of the Act: Not Applicable

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes.     No.  

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.  Yes.     No.  

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. Large accelerated filer Accelerated filer Non-accelerated filer

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

The aggregate worldwide market value of Class A Common Stock held by non-affiliates, based on the closing price on June 23, 2006, the last business day of the registrant's most recently completed second quarter, as reported on the New York Stock Exchange, was approximately $3.2 billion. As of such date, non-affiliates held 84,494 shares of Class B Common Stock. There is no active market for such stock.

The number of outstanding shares of each class of the registrant's common stock as of February 23, 2007, was as follows: 143,092,644 shares of Class A Common Stock and 832,572 shares of Class B Common Stock.

Document incorporated by reference   Part  
Proxy Statement for the 2007 Annual Meeting of Stockholders   III  

 




INDEX TO THE NEW YORK TIMES COMPANY 2006 ANNUAL REPORT ON FORM 10-K

    ITEM NO.      
            Explanatory Note          
PART I           Forward-Looking Statements     1    
      1     Business     1    
            Introduction     1    
            News Media Group     2    
            Advertising Revenue     2    
            The New York Times Media Group     2    
            New England Media Group     4    
            Regional Media Group     5    
            About.com     5    
            Broadcast Media Group     6    
            Forest Products Investments and Other Joint Ventures     7    
            Raw Materials     7    
            Competition     8    
            Employees     9    
            Labor Relations     9    
      1 A   Risk Factors     10    
      1 B   Unresolved Staff Comments     13    
      2     Properties     14    
      3     Legal Proceedings     14    
      4     Submission of Matters to a Vote of Security Holders
Executive Officers of the Registrant
    15
15
   
PART II     5     Market for the Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities
    17    
      6     Selected Financial Data     20    
      7     Management's Discussion and Analysis of
Financial Condition and Results of Operations
    25    
      7 A   Quantitative and Qualitative Disclosures About Market Risk     48    
      8     Financial Statements and Supplementary Data     49    
      9     Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
    111    
      9 A   Controls and Procedures     111    
      9 B   Other Information     112    
PART III     10     Directors, Executive Officers and Corporate Governance     113    
      11     Executive Compensation     113    
      12     Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters
    113    
      13     Certain Relationships and Related Transactions, and Director Independence     113    
      14     Principal Accounting Fees and Services     113    
PART IV     15     Exhibits and Financial Statement Schedules     114    

 




EXPLANATORY NOTE

In this Annual Report on Form 10-K, we are restating the Consolidated Balance Sheet as of December 25, 2005 and the Consolidated Statements of Operations, Consolidated Statements of Cash Flows, and Consolidated Statements of Changes in Stockholders' Equity for the 2005 and 2004 fiscal years and related disclosures. This Annual Report on Form 10-K also reflects the restatement of:

  "Selected Financial Data" for our 2002 through 2005 fiscal years in Item 6,

  "Management's Discussion and Analysis of Financial Condition and Results of Operations" for our 2005 and 2004 fiscal years in Item 7, and

  "Quarterly Information (Unaudited)" for the first three quarters of fiscal 2006 and all of fiscal 2005.

See "Item 7 – Management's Discussion and Analysis of Financial Condition and Results of Operations" and Note 2 (Restatement of Financial Statements) of the Notes to the Consolidated Financial Statements for more detailed information regarding the restatement and the changes to previously issued financial statements.

The previously issued financial statements are being restated because we have determined that they contain errors in accounting for pension and postretirement liabilities. The reporting errors arose principally from the treatment of pension and benefits plans established pursuant to collective bargaining agreements between The New York Times Company and its subsidiaries, on the one hand, and The New York Times Newspaper Guild, on the other, as multi-employer plans. The plans' participants include employees of The New York Times and a Company subsidiary, as well as employees of the plans' administrator. We have concluded that, under accounting principles generally accepted in the United States of America, the plans should have been accounted for as single-employer plans. The main effect of the change is that we must account for the present value of projected future benefits to be provided under the plans. Previously, we had recorded the expense of our annual contributions to the plans.

The restatement also reflects the effect of other unrecorded adjustments previously determined to be immaterial, mainly related to accounts receivable allowances and accrued expenses.

The impact of the restatement is not material from an income and cash flows statement perspective. For 2005, the impact was a $.04 reduction in diluted earnings per share. However, the impact is material from a balance sheet perspective. The cumulative effect of the restatement resulted in a reduction in stockholders' equity of approximately $65 million as of December 25, 2005.

Previously filed annual reports on Form 10-K and quarterly reports on Form 10-Q affected by the restatement have not been amended and, as such, should not be relied upon. On January 31, 2007, we filed a Current Report on Form 8-K announcing that the Audit Committee of our Board had concluded that our previously issued financial statements should no longer be relied upon.

2006 ANNUAL REPORT – Explanatory Note



PART I

FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K, including the sections titled "Item 1A – Risk Factors" and "Item 7 – Management's Discussion and Analysis of Financial Condition and Results of Operations," contains forward-looking statements that relate to future events or our future financial performance. We may also make written and oral forward-looking statements in our Securities and Exchange Commission ("SEC") filings and otherwise. We have tried, where possible, to identify such statements by using words such as "believe," "expect," "intend," "estimate," "anticipate," "will," "project," "plan" and similar expressions in connection with any discussion of future operating or financial performance. Any forward-looking statements are and will be based upon our then-current expectations, estimates and assumptions regarding future events and are applicable only as of the dates of such statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

By their nature, forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those anticipated in any forward-looking statements.You should bear this in mind as you consider forward-looking statements. Factors that, individually or in the aggregate, we think could cause our actual results to differ materially from expected and historical results include those described in "Item 1A-Risk Factors" below as well as other risks and factors identified from time to time in our SEC filings.

ITEM 1. BUSINESS

INTRODUCTION

The New York Times Company (the "Company") was incorporated on August 26, 1896, under the laws of the State of New York. The Company is a diversified media company that currently includes newspapers, Internet businesses, television and radio stations, investments in paper mills and other investments. Financial information about our segments can be found in "Item 7 – Management's Discussion and Analysis of Financial Condition and Results of Operations" and in Note 18 of the Notes to the Consolidated Financial Statements. The Company and its consolidated subsidiaries are referred to collectively in this Annual Report on Form 10-K as "we," "our" and "us."

Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and all amendments to those reports, and the Proxy Statement for our Annual Meeting of Stockholders are made available, free of charge, on our Web site http:/ /www.nytco.com, as soon as reasonably practicable after such reports have been filed with or furnished to the SEC.

In 2006, we classified our businesses based on our operating strategies into two segments, the News Media Group and About.com.

The News Media Group consists of the following:

  The New York Times Media Group, which includes The New York Times ("The Times"), NYTimes.com, the International Herald Tribune (the "IHT"), IHT.com, a newspaper distributor in the New York City metropolitan area, news, photo and graphics services, news and features syndication and our two New York City radio stations, WQXR-FM and WQEW-AM (expected to be sold in the first quarter of 2007);

  the New England Media Group, which includes The Boston Globe (the "Globe"), Boston.com, the Worcester Telegram & Gazette, in Worcester, Mass. (the "T&G"), and the T&G's Web site, Telegram.com; and

  the Regional Media Group, which includes 14 daily newspapers in Alabama, California, Florida, Louisiana, North Carolina and South Carolina and related print and digital businesses.

About.com, which we acquired on March 18, 2005, is one of the Web's most comprehensive consumer solutions sources, and provides users with information and advice on thousands of topics.

On January 3, 2007, we entered into an agreement to sell our Broadcast Media Group, consisting of nine network-affiliated television stations, their related Web sites and the digital operating center, to Oak Hill Capital Partners, for $575 million. The transaction is subject to regulatory approvals and is expected to close in the first half of 2007. The Broadcast Media Group previously represented a separate reportable segment of the Company. In accordance with Statement of Financial Accounting Standards ("FAS") No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, the Broadcast Media Group's results of operations are presented as discontinued operations and certain assets and liabilities are classified as held for sale for all periods presented (see Note 5 of the Notes to the Consolidated Financial Statements). For purposes of comparability, certain prior year information has been reclassified to conform with the 2006 presentation.

Part I – THE NEW YORK TIMES COMPANY P.1



Additionally, we own equity interests in a Canadian newsprint company and a supercalendered paper manufacturing partnership in Maine; New England Sports Ventures, LLC ("NESV"), which owns the Boston Red Sox, Fenway Park and adjacent real estate, approximately 80% of New England Sports Network (the regional cable sports network that televises the Red Sox games) and 50% of Roush Fenway Racing, a leading NASCAR team; and Metro Boston LLC ("Metro Boston"), which publishes a free daily newspaper catering to young professionals and students in the Boston metropolitan area.

In October 2006, we sold our 50% ownership interest in Discovery Times Channel, a digital cable channel, for $100 million.

Revenue from individual customers and revenues, operating profit and identifiable assets of foreign operations are not significant.

Seasonal variations in advertising revenues cause our quarterly results to fluctuate. Second-quarter and fourth-quarter advertising volume is typically higher than first- and third-quarter volume because economic activity tends to be lower during the winter and summer.

NEWS MEDIA GROUP

The News Media Group segment consists of The New York Times Media Group, the New England Media Group and the Regional Media Group.

Advertising Revenue

The majority of the News Media Group's revenue is derived from advertising sold in its newspapers and other publications and on its Web sites, as discussed below. We divide such advertising into three basic categories: national, retail and classified. Advertising revenue also includes preprints, which are advertising supplements. Advertising revenue and print volume information for the News Media Group appears under "Item 7 – Management's Discussion and Analysis of Financial Condition and Results of Operations."

Below is a percentage breakdown of 2006 advertising revenue by division:

        Classified      
    National   Retail
and
Preprint
  Help
Wanted
  Real
Estate
  Auto   Other   Total
Classified
  Other
Advertising
Revenue
  Total  
The New York Times
Media Group
    64 (1)      14       5       10       3       2       20       2       100    
New England Media Group     26       31       11       13       9       5       38       5       100    
Regional Media Group     3       48       13       15       10       5       43       6       100    
Total News Media Group     45       24       8       12       5       3       28       3       100    

 

(1)  Includes all advertising revenue of the IHT.

The New York Times Media Group

The New York Times

The Times, a standard-size daily (Monday through Saturday) and Sunday newspaper, commenced publication in 1851.

Circulation

The Times is circulated in each of the 50 states, the District of Columbia and worldwide. Approximately 48% of the weekday (Monday through Friday) circulation is sold in the 31 counties that make up the greater New York City area, which includes New York City, Westchester, Long Island, and parts of upstate New York, Connecticut, New Jersey and Pennsylvania; 52% is sold elsewhere. On Sundays, approximately 44% of the circulation is sold in the greater New York City area and 56% elsewhere. According to reports filed with the Audit Bureau of Circulations ("ABC"), an independent agency that audits the circulation of most U.S. newspapers and magazines, for the six-month period ended September 30, 2006, The Times had the largest daily and Sunday circulation of all seven-day newspapers in the United States.

The Times's average net paid weekday and Sunday circulation for the years ended December 31, 2006, and December 25, 2005, are shown below:

(Thousands of copies)   Weekday (Mon. - Fri.)   Sunday  
2006     1,103.6       1,637.7    
2005     1,135.8       1,684.7    
Change     (32.2 )     (47.0 )  

 

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The decreases in weekday and Sunday copies sold in 2006 compared with 2005 were due to declines in single copy sales.

Approximately 62% of the weekday and 69% of the Sunday circulation was sold through home delivery in 2006; the remainder was sold primarily on newsstands.

According to Nielsen//NetRatings, an Internet traffic measurement service, The Times reaches 17.3 million unduplicated readers in the United States every month via the weekday and Sunday newspaper, and NYTimes.com.

Advertising

According to data compiled by TNS Media Intelligence, an independent agency that measures advertising sales volume and estimates advertising revenue, The Times had a 49.6% market share in 2006 in advertising revenue among a national newspaper set that includes USA Today, The Wall Street Journal and The New York Times. Based on recent data provided by TNS Media Intelligence and The Times's internal analysis, The Times believes that it ranks first by a substantial margin in advertising revenue in the general weekday and Sunday newspaper field in the New York City metropolitan area.

Production and Distribution

The Times is printed at its production and distribution facilities in Edison, N.J., and College Point, N.Y., as well as under contract at 19 remote print sites across the United States and one in Toronto, Canada.

On July 18, 2006, we announced plans to consolidate our New York metro area printing into our newer facility in College Point, N.Y., and close our older Edison, N.J., facility. The plant consolidation is expected to be completed in the second quarter of 2008.

Our subsidiary, City & Suburban Delivery Systems, Inc. ("City & Suburban"), operates a wholesale newspaper distribution business that distributes The Times and other newspapers and periodicals in New York City, Long Island (N.Y.), New Jersey and the counties of Westchester (N.Y.) and Fairfield (Conn.). In other markets in the United States and Canada, The Times is delivered through various newspapers and third-party delivery agents.

NYTimes.com

The Times's Web site, NYTimes.com, reaches wide audiences across the New York metropolitan region, the nation and around the world. According to Nielsen//NetRatings, average monthly unique users in the United States visiting NYTimes.com reached 12.4 million in 2006 compared with 11.0 million in 2005. According to NYTimes.com internal metrics, in 2006, NYTimes.com had 14.8 million average monthly unique users worldwide.

NYTimes.com derives its revenue primarily from the sale of advertising. Advertising is sold to both national and local customers and includes online display advertising (banners, half-page units, rich media), classified advertising (help-wanted, real estate, automobiles) and contextual advertising (links supplied by Google). In 2005, The Times introduced TimesSelect, a product offering subscribers exclusive online access to columnists of The Times and the IHT and to The Times's extensive archives, previews of various sections, and tools for tracking and storing news and information. TimesSelect is priced annually at $49.95 or monthly at $7.95, but is available to home-delivery subscribers at no additional fee. TimesSelect currently has approximately 627,000 subscribers, with about 66% receiving TimesSelect as a benefit of their home-delivery subscriptions and about 34% receiving it from online-only subscriptions.

On August 28, 2006, we acquired Baseline StudioSystems ("Baseline"), a leading online database and research service for information on the film and television industries. Baseline is part of NYTimes.com.

International Herald Tribune

The IHT, a daily (Monday through Saturday) newspaper, commenced publishing in Paris in 1887, is printed at 34 sites throughout the world and is sold in more than 185 countries. The IHT's average circulation for the years ended December 31, 2006, and December 25, 2005, were 242,000 (estimated) and 242,184. These figures follow the guidance of Diffusion Controle, an agency based in Paris and a member of the International Federation of Audit Bureaux of Circulations that audits the circulation of most of France's newspapers and magazines. The final 2006 figure will not be available until April 2007. In 2006, 60% of the circulation was sold in Europe, the Middle East and Africa, 38% was sold in the Asia Pacific region and 2% was sold in the Americas.

Radio

Our two radio stations, WQXR-FM and WQEW-AM, serve the New York City metropolitan area. In addition, the recently launched New York Times Radio News, a new department of WQXR producing newscasts heard on the station, is working with NYTimes.com and The Times's News Services Division to expand the distribution of Times-branded news and information on a variety of audio

Part I – THE NEW YORK TIMES COMPANY P.3



platforms, through The Times's own resources and in collaboration with strategic partners.

WQXR, The Times's classical music station, receives revenues through advertising sales, often in conjunction with The Times's selling effort. WQEW receives revenues under a time brokerage agreement with Radio Disney New York, LLC (ABC, Inc.'s successor in interest), that provides substantially all of WQEW's programming. On January 25, 2007, Radio Disney New York, LLC entered into an agreement to acquire WQEW for $40 million. The sale is currently expected to close in the first quarter of 2007 and is subject to Federal Communications Commission ("FCC") approval.

The radio stations are operated under licenses from the FCC and are subject to FCC regulation. Radio license renewals are typically granted for terms of eight years. The license renewal applications for the radio stations were timely filed on January 31, 2006, four months before the scheduled expiration date of the licenses. The WQEW application was granted for an eight-year term expiring June 1, 2014. We anticipate that the WQXR application, which is currently pending, will be renewed for a term expiring June 1, 2014.

Other Businesses

The New York Times Media Group's other businesses include The New York Times Index, which produces and licenses The New York Times Index, a print publication, Digital Archive Distribution, which licenses electronic archive databases to resellers of that information in the business, professional and library markets, and The New York Times News Services Division. The New York Times News Services Division is made up of Syndication Sales, which transmits articles, graphics and photographs from The Times, the Globe and other publications to over 1,000 newspapers and magazines in the United States and in more than 80 countries worldwide, and markets other supplemental news services and feature material, graphics and photographs from The Times and other leading news sources to newspapers and magazines around the world; and Business Development, which comprises Photo Archives, Book Development, Rights & Permissions, licensing and a small publication unit.

New England Media Group

The Globe, Boston.com, the T&G, and Telegram.com constitute our New England Media Group. The Globe is a daily (Monday through Saturday) and Sunday newspaper, which commenced publication in 1872. The T&G is a daily (Monday through Saturday) newspaper, which began publishing in 1866. Its Sunday companion, the Sunday Telegram, began in 1884.

Circulation

The Globe is distributed throughout New England, although its circulation is concentrated in the Boston metropolitan area. According to ABC, for the six-month period ended September 30, 2006, the Globe ranked first in New England for both daily and Sunday circulation volume.

The Globe's average net paid weekday and Sunday circulation for the years ended December 31, 2006, and December 25, 2005, are shown below:

(Thousands of copies)   Weekday (Mon. - Fri.)   Sunday  
2006     389.2       588.2    
2005     413.3       646.4    
Change     (24.1 )     (58.2 )  

 

The decreases in weekday and Sunday copies sold in 2006 compared with 2005 were due in part to a directed effort to reduce the Globe's other paid circulation (primarily third-party bulk sponsored copies but also hotel copies), as well as continuing adverse effects of telemarketing legislation.

Approximately 76% of the Globe's weekday circulation and 71% of its Sunday circulation was sold through home delivery in 2006; the remainder was sold primarily on newsstands.

According to a 2005/2006 Gallup Poll, in the United States, the Globe reaches 3.3 million unduplicated readers every month via the weekday and Sunday newspaper, and Boston.com.

The T&G, the Sunday Telegram and several Company-owned non-daily newspapers – some published under the name of Coulter Press – circulate throughout Worcester County and northeastern Connecticut. The T&G's average net paid weekday and Sunday circulation, for the years ended December 31, 2006, and December 25, 2005, are shown below:

(Thousands of copies)   Weekday (Mon. - Fri.)   Sunday  
  2006       91.3       105.6    
  2005       99.2       115.1    

 

Advertising

Based on information supplied by major daily newspapers published in New England and assembled by the New England Newspaper Association, Inc. for the year ended December 31, 2006, the Globe ranked first

P. 4 2006 ANNUAL REPORT – Part I



and the T&G ranked sixth in advertising inches among all daily newspapers in New England.

Production and Distribution

All editions of the Globe are printed and prepared for delivery at its main Boston plant or its Billerica, Mass. satellite plant. Virtually all of the Globe's home-delivered circulation was delivered in 2006 by a third-party service provider.

Boston.com

The Globe's Web site, Boston.com, reaches wide audiences in the New England region, the nation and around the world. In the United States, according to Nielsen//NetRatings, average unique users visiting Boston.com reached 4.0 million per month in 2006 compared with 3.5 million per month in 2005.

Boston.com primarily derives its revenue from the sale of advertising. Advertising is sold to both national and local customers and includes Web site display advertising, classified advertising and contextual advertising.

Regional Media Group

The Regional Media Group includes 14 daily newspapers, of which 12 publish on Sunday, one paid weekly newspaper, related print and digital businesses, free weekly newspapers, and the North Bay Business Journal, a weekly publication targeting business leaders in California's Sonoma, Napa and Marin counties.

The average weekday and Sunday circulation for the year ended December 31, 2006, for each of the daily newspapers are shown below:

    Circulation       Circulation  
Daily Newspapers   Daily   Sunday   Daily Newspapers   Daily   Sunday  
The Gadsden Times (Ala.)     20,700       21,600     The Ledger (Lakeland, Fla.)     69,800       85,200    
The Tuscaloosa News (Ala.)     33,600       35,100     The Courier (Houma, La.)     18,600       20,000    
TimesDaily (Florence, Ala.)     29,900       31,800     Daily Comet (Thibodaux, La.)     10,700       N/A    
The Press Democrat (Santa Rosa, Calif.)     83,600       84,300     The Dispatch (Lexington, N.C.)     11,000       N/A    
Sarasota Herald-Tribune (Fla.)     108,000       123,900     Times-News (Hendersonville, N.C.)     18,500       18,700    
Star-Banner (Ocala, Fla.)     49,100       51,900     Wilmington Star-News (N.C.)     51,500       57,700    
The Gainesville Sun (Fla.)     47,600       52,300     Herald-Journal (Spartanburg, S.C.)     46,200       53,600    

 

The Petaluma Argus-Courier, in Petaluma, Calif., our only paid subscription weekly newspaper, had an average weekly circulation for the year ended December 31, 2006, of 7,400. The North Bay Business Journal, a weekly business-to-business publication, had an average weekly circulation for the year ended December 31, 2006, of 4,972.

ABOUT.COM

About.com is one of the Web's most comprehensive consumer solutions sources, providing users with information and advice on thousands of topics. One of the top 15 most visited Web sites in 2006, About.com has 32.2 million average monthly unique visitors in the United States (per Nielsen//NetRatings) and 47.5 million average monthly unique visitors worldwide (per About internal metrics). Over 500 topical advisors or "Guides" write about more than 57,000 topics and have generated over 1.5 million pieces of original content. About.com does not charge a subscription fee for access to its Web site. It generates revenues through display advertising relevant to the adjacent content, cost-per-click advertising (sponsored links for which About.com is paid when a user clicks on the ad) and e-commerce (including sales lead generation).

On September 14, 2006, we acquired Calorie-Count.com ("Calorie-Count"), a site that offers weight loss tools and nutritional information. Calorie-Count is part of About.com.

Part I – THE NEW YORK TIMES COMPANY P.5



How About.com Generates Revenues

BROADCAST MEDIA GROUP

On January 3, 2007, we entered into an agreement to sell our Broadcast Media Group, consisting of nine network-affiliated television stations, their related Web sites and the digital operating center, to Oak Hill Capital Partners for $575 million. The transaction is subject to regulatory approvals and is expected to close in the first half of 2007. Our television stations are operated under licenses from the FCC and are subject to FCC regulations. In 2006, the television stations within the Broadcast Media Group were as shown below:

Station   License Expiration Date   Market's Nielsen
Ranking(1)
  Network
Affiliation
  Band  
WTKR-TV (Norfolk, Va.)   October 1, 2012     42     CBS   VHF  
WREG-TV (Memphis, Tenn.)   August 1, 2013     44     CBS   VHF  
KFOR-TV (Oklahoma City, Okla.)   June 1, 2014     45     NBC   VHF  
KAUT-TV (Oklahoma City, Okla.)   June 1, 2006(3)     45     My Network TV   UHF  
WNEP-TV (Scranton, Penn.)   August 1, 2007     53     ABC   UHF(2)  
WHO-TV (Des Moines, Iowa)   February 1, 2014     73     NBC   VHF  
WHNT-TV (Huntsville, Ala.)   April 1, 2005(3)     84     CBS   UHF(2)  
WQAD-TV (Moline, Ill.)   December 1, 2013     96     ABC   VHF  
KFSM-TV (Ft. Smith, Ark.)   June 1, 2013     102     CBS   VHF  

 

(1)  According to Nielsen Media Research's 2006/2007 Designated Market Area Market Rankings from fall 2006. Nielsen Media Research is a research company that measures audiences for television stations.

(2)  All other stations in this market are also in the UHF band.

(3)  Application for renewal of license pending.

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The television stations generally have three principal sources of revenue: local advertising (sold to advertisers in the immediate geographic areas of the stations), national spot advertising (sold to national clients by individual stations rather than networks), and compensation paid by the networks for carrying commercial network programs. Network compensation has declined at all stations over the past several years and will eventually be eliminated.

FOREST PRODUCTS INVESTMENTS AND OTHER JOINT VENTURES

We have ownership interests in one newsprint mill and one mill producing supercalendered paper, a high finish paper used in some magazines and preprinted inserts, which is a higher-value grade than newsprint (the "Forest Products Investments"), as well as in NESV and Metro Boston. These investments are accounted for under the equity method and reported in "Investments in Joint Ventures" in our Consolidated Balance Sheets. For additional information on our investments, see Note 7 of the Notes to the Consolidated Financial Statements.

Forest Products Investments

We have a 49% equity interest in a Canadian newsprint company, Donohue Malbaie Inc. ("Malbaie"). The other 51% is owned by Abitibi-Consolidated ("Abitibi"), a global manufacturer of paper. Malbaie purchases pulp from Abitibi and manufactures newsprint from this raw material on the paper machine it owns within the Abitibi paper mill at Clermont, Quebec. Malbaie is wholly dependent upon Abitibi for its pulp. In 2006, Malbaie produced 215,000 metric tons of newsprint, of which approximately 47% was sold to us, with the balance sold to Abitibi for resale.

We have a 40% equity interest in a partnership operating a supercalendered paper mill in Madison, Maine, Madison Paper Industries ("Madison"). Madison purchases the majority of its wood from local suppliers, mostly under long-term contracts. In 2006, Madison produced 193,000 metric tons, of which approximately 9% was sold to us.

Malbaie and Madison are subject to comprehensive environmental protection laws, regulations and orders of provincial, federal, state and local authorities of Canada or the United States (the "Environmental Laws"). The Environmental Laws impose effluent and emission limitations and require Malbaie and Madison to obtain, and operate in compliance with the conditions of, permits and other governmental authorizations ("Governmental Authorizations"). Malbaie and Madison follow policies and operate monitoring programs designed to ensure compliance with applicable Environmental Laws and Governmental Authorizations and to minimize exposure to environmental liabilities. Various regulatory authorities periodically review the status of the operations of Malbaie and Madison. Based on the foregoing, we believe that Malbaie and Madison are in substantial compliance with such Environmental Laws and Governmental Authorizations.

Other Joint Ventures

We own an interest of approximately 17% in NESV, which owns the Boston Red Sox, Fenway Park and adjacent real estate, approximately 80% of New England Sports Network, a regional cable sports network, and 50% of Roush Fenway Racing, a leading NASCAR team.

We own a 49% interest in Metro Boston, which publishes a free daily newspaper catering to young professionals and students in the Greater Boston area.

In October 2006, we sold our 50% ownership interest in Discovery Times Channel, a digital cable channel, for $100 million.

RAW MATERIALS

The primary raw materials we use are newsprint and supercalendered paper. We purchase newsprint from a number of North American producers. A significant portion of such newsprint is purchased from Abitibi, North America's largest producer of newsprint.

Part I – THE NEW YORK TIMES COMPANY P.7



In 2006 and 2005, we used the following types and quantities of paper (all amounts in metric tons):

    Newsprint   Coated,
Supercalendered
and Other Paper
 
    2006   2005   2006   2005  
The New York Times Media Group(1,2)     257,000       288,000       32,600       30,100    
New England Media Group(1,2)     97,000       112,000       4,300       4,900    
Regional Media Group(1)     80,000       84,000                
Total     434,000       484,000       36,900       35,000    

 

(1)  During 2005 we converted substantially all of our newspapers from 48.8 gram newsprint to 45 gram newsprint.

(2)  The Times and the Globe use coated, supercalendered or other paper for The New York Times Magazine and the Globe's Sunday Magazine.

The paper used by The New York Times Media Group, the New England Media Group and the Regional Media Group was purchased from unrelated suppliers and related suppliers in which we hold equity interests (see "Forest Products Investments").

As part of our efforts to reduce our newsprint consumption, we plan to reduce the size of all editions of The Times, with the printed page decreasing from 13.5 by 22 inches to 12 by 22 inches. The reduction is expected to be completed in the third quarter of 2007.

COMPETITION

Our media properties and investments compete for advertising and consumers with other media in their respective markets, including paid and free newspapers, Web sites, broadcast, satellite and cable television, broadcast and satellite radio, magazines, direct marketing and the Yellow Pages.

The Times competes for advertising and circulation with newspapers of general circulation in New York City and its suburbs, national publications such as The Wall Street Journal and USA Today, other daily and weekly newspapers and television stations in markets in which it circulates, and some national magazines.

The IHT's key competitors include all international sources of English language news, including The Wall Street Journal's European and Asian Editions, the Financial Times, Time, Newsweek International and The Economist, satellite news channels CNN, CNNi, Sky News and BBC, and various Web sites.

The Globe competes primarily for advertising and circulation with other newspapers and television stations in Boston, its neighboring suburbs and the greater New England region, including, among others, The Boston Herald (daily and Sunday).

Our other newspapers compete for advertising and circulation with a variety of newspapers and other media in their markets.

NYTimes.com and Boston.com primarily compete with other advertising-supported news and information Web sites, such as Yahoo! News and CNN.com, and classified advertising portals.

WQXR-FM competes for listeners and advertising in the New York metropolitan area primarily with two all-news commercial radio stations and with WNYC-FM, a non-commercial station, which features both news and classical music. It competes for advertising revenues with many adult-audience commercial radio stations and other media in New York City and surrounding suburbs.

About.com competes with large-scale portals, such as AOL, MSN, and Yahoo!. About.com also competes with smaller targeted Web sites whose content overlaps with that of its individual channels, such as WebMD, CNET, Wikipedia and iVillage.

NESV competes in the Boston (and through its interest in Roush Fenway Racing, in the national) consumer entertainment market primarily with other professional sports teams and other forms of live, film and broadcast entertainment.

P. 8 2006 ANNUAL REPORT – Part I



EMPLOYEES

As of December 31, 2006, we had approximately 11,585 full-time equivalent employees.

    Employees  
The New York Times Media Group     4,610    
New England Media Group     2,700    
Regional Media Group     2,910    
Broadcast Media Group(1)     875    
About.com     125    
Corporate/Shared Services     365    
Total Company     11,585    

 

(1)  On January 3, 2007, we entered into an agreement to sell our Broadcast Media Group.

Labor Relations

Approximately 2,700 full-time equivalent employees of The Times and City & Suburban are represented by 14 unions with 15 labor agreements. Approximately 1,900 full-time equivalent employees of the Globe are represented by 10 unions with 12 labor agreements. Collective bargaining agreements, covering the following categories of employees, with the expiration dates noted below, are either in effect or have expired, and negotiations for new contracts are ongoing. We cannot predict the timing or the outcome of the various negotiations described below.

    Employee Category   Expiration Date  
The Times   Mailers   March 30, 2006 (expired)  
    Stereotypers   March 30, 2007  
    Plumbers   March 30, 2008  
    New Jersey operating engineers   May 31, 2008  
    New York operating engineers   May 31, 2008  
    Machinists   March 30, 2009  
    Electricians   March 30, 2009  
    Carpenters   March 30, 2009  
    New York Newspaper Guild   March 30, 2011  
    Paperhandlers   March 30, 2014  
    Typographers   March 30, 2016  
    Pressmen   March 30, 2017  
    Drivers   March 30, 2020  
City & Suburban   Building maintenance employees   May 31, 2009  
    Drivers   March 30, 2020  
The Globe   Paperhandlers, machinists and garage mechanics   December 31, 2004 (expired)  
    Boston Mailers Union   December 31, 2005 (expired)  
    Technical services group and electricians   December 31, 2005 (expired)  
    Engravers   December 31, 2005 (expired)  
    Warehouse employees   December 31, 2007  
    Drivers   December 31, 2008  
    Boston Newspaper Guild (representing non-production employees)   December 31, 2008  
    Typographers   December 31, 2010  
    Pressmen   December 31, 2010  

 

The IHT has approximately 323 employees worldwide, including approximately 207 located in France, whose terms and conditions of employment are established by a combination of French National Labor Law, industry-wide collective agreements and company-specific agreements.

NYTimes.com and WQXR-FM also have unions representing some of their employees.

Approximately one-third of the 630 employees of the T&G are represented by four unions. Labor agreements with three production unions expired or expire on August 31, 2006, October 8, 2007 and November 30, 2016. The labor agreements with the Providence Newspaper Guild, representing newsroom and circulation employees, expire on August 31, 2007.

Of the 362 full-time employees at The Press Democrat, 130 are represented by three unions. The labor agreement with the Pressmen expires in December 2008. The labor agreement with the Newspaper Guild expires in December 2011 and the labor agreement with the Teamsters, which represents certain employees in the circulation department, expires in April 2007. There is no longer

Part I – THE NEW YORK TIMES COMPANY P.9



a labor agreement with the Typographical Union as the last bargaining unit member retired in 2006.

ITEM 1A. RISK FACTORS

You should carefully consider the risk factors described below, as well as the other information included in this Annual Report on Form 10-K. Our business, financial condition or results of operations could be materially adversely affected by any or all of these risks or by other risks that we currently cannot identify.

All of our businesses face substantial competition for advertisers.

Most of our revenues are from advertising. We face formidable competition for advertising revenue in our various markets from free and paid newspapers, magazines, Web sites, television and radio, other forms of media, direct marketing and the Yellow Pages. Competition from these media and services affects our ability to attract and retain advertisers and consumers and to maintain or increase our advertising rates.

This competition has intensified as a result of digital media technologies. Distribution of news, entertainment and other information over the Internet, as well as through cellular phones and other devices, continues to increase in popularity. These technological developments are increasing the number of media choices available to advertisers and audiences. As media audiences fragment, we expect advertisers to allocate a portion of their advertising budgets to nontraditional media, such as Web sites and search engines, which can offer more measurable returns than traditional print media through pay-for-performance and keyword-targeted advertising.

In recent years, Web sites that feature help wanted, real estate and/or automobile advertising have become competitors of our newspapers and Web sites for classified advertising, contributing to significant declines in print advertising. We may experience greater competition from specialized Web sites in other areas, such as travel and entertainment advertising.

We are aggressively developing online offerings, both through internal growth and acquisitions. However, while the amount of advertising on our own Web sites has continued to increase, we will experience a decline in advertising revenues if we are unable to attract advertising to our Web sites in volumes sufficient to offset declines in print advertising, for which rates are generally higher than for internet advertising.

Our Internet advertising revenues depend in part on our ability to generate traffic.

Our ability to attract advertisers to our Web sites depends partly on our ability to generate traffic to our Web sites and the rate at which users click through on advertisements. Advertising revenues from our Web sites may be negatively affected by fluctuations or decreases in our traffic levels.

About.com, our online consumer information provider, relies on search engines for a substantial amount of its traffic. We believe approximately 90% of About.com's traffic is generated through search engines, while an estimated 1% of its users enter through its home page. Our other Web sites also rely on search engines for traffic, although to a lesser degree than About.com. Search engines (including Google, the primary search engine directing traffic to About.com and our other sites) may, at any time, decide to change the algorithms responsible for directing search queries to the Web pages that are most likely to contain the information being sought by Internet users. Such changes could lead to a significant decrease in traffic and, in turn, Internet advertising revenues.

Decreases, or slow growth, in circulation adversely affect our circulation and advertising revenues.

Advertising and circulation revenues are affected by circulation and readership levels. Our newspaper properties, and the newspaper industry as a whole, are experiencing difficulty maintaining and increasing print circulation and related revenues. This is due to, among other factors, increased competition from new media formats and sources other than traditional newspapers (often free to users), and shifting preferences among some consumers to receive all or a portion of their news other than from a newspaper. These factors could affect our ability to institute circulation price increases for our print products.

A prolonged decline in circulation copies would have a material effect on the rate and volume of advertising revenues (as rates reflect circulation and readership, among other factors). To maintain our circulation base, we may incur additional costs, and we may not be able to recover these costs through circulation and advertising revenues. Recently, we have sought to reduce our other-paid circulation and to focus promotional spending on individually paid circulation, which is generally more valued by advertisers. If we stop or slow those promotional efforts or if they are unsuccessful, we may see further declines.

P. 10 2006 ANNUAL REPORT – Part I



Difficult economic conditions in the United States, the regions in which we operate or in specific economic sectors could adversely affect the profitability of our businesses.

National and local economic conditions, particularly in the New York City and Boston metropolitan regions, affect the levels of our retail, national and classified advertising revenue. Future negative economic conditions in these and other markets would adversely affect our level of advertising revenues.

Our advertising revenues are affected by economic and competitive changes in significant advertising categories. These revenues may be adversely affected if key advertisers change their advertising practices, as a result of shifts in spending patterns or priorities, structural changes, such as consolidations, or the cessation of operations. Help wanted and automotive classified advertising revenues, which are important categories at all of our newspaper properties, have declined as less expensive or free online alternatives have proliferated. We have also experienced depressed levels of advertising in studio entertainment, which in 2006 represented approximately 12% of The New York Times Media Group's advertising revenues, as the focus of studio marketing budgets has shifted to broadcast and online media.

The success of our business depends substantially on our reputation as a provider of quality journalism and content.

We believe that our products have excellent reputations for quality journalism and content. These reputations are based in part on consumer perceptions and could be damaged by incidents that erode consumer trust. To the extent consumers perceive the quality of our content to be less reliable, our ability to attract readers and advertisers may be hindered.

The proliferation of nontraditional media, largely available at no cost, challenges the traditional media model, in which quality journalism has primarily been supported by print advertising revenues. If consumers fail to differentiate our content from other content providers, on the Internet or otherwise, we may experience a decline in revenues.

Seasonal variations cause our quarterly advertising revenues to fluctuate.

Advertising spending, which principally drives our revenue, is generally higher in the second and fourth quarters and lower in the first and third fiscal quarters as consumer activity slows during those periods. If a short-term negative impact on our business were to occur during a time of high seasonal demand, there could be a disproportionate effect on the operating results of that business for the year.

Our potential inability to execute cost-control measures successfully could result in total costs and expenses that are greater than expected.

We have taken steps to lower our expenses by reducing staff and employee benefits and implementing general cost-control measures, and we expect to continue cost-control efforts. If we do not achieve expected savings as a result or if our operating costs increase as a result of our growth strategy, our total costs and expenses may be greater than anticipated. Although we believe that appropriate steps have been and are being taken to implement cost-control efforts, if not managed properly, such efforts may affect the quality of our products and our ability to generate future revenue. In addition, reductions in staff and employee benefits could adversely affect our ability to attract and retain key employees.

The price of newsprint has historically been volatile, and a significant increase would have an adverse effect on our operating results.

The cost of raw materials, of which newsprint is the major component, represented 11% of our total costs in 2006. The price of newsprint has historically been volatile and, in recent years, increased as a result of various factors, including:

  consolidation in the North American newsprint industry, which has reduced the number of suppliers;

  declining newsprint supply as a result of paper mill closures and conversions to other grades of paper; and

  a strengthening Canadian dollar, which has adversely affected Canadian suppliers, whose costs are incurred in Canadian dollars but whose newsprint sales are priced in U.S. dollars.

In 2007, we expect newsprint prices to decline modestly as a result of increased supply. However, our operating results would be adversely affected if newsprint prices increased significantly in the future.

A significant portion of our employees are unionized, and our results could be adversely affected if labor negotiations were to restrict our ability to maximize the efficiency of our operations.

More than 40% of our full-time work force is unionized. As a result, we are required to negotiate the wages, salaries, benefits, staffing levels and other terms with many of our employees collectively. Although we have in place long-term contracts for a substantial portion of our unionized work force, our

Part I – THE NEW YORK TIMES COMPANY P.11



results could be adversely affected if future labor negotiations were to restrict our ability to maximize the efficiency of our operations. If we were to experience labor unrest, our ability to produce and deliver our most significant products could be impaired. In addition, our ability to make short-term adjustments to control compensation and benefits costs is limited by the terms of our collective bargaining agreements.

We continue to develop new products and services for evolving markets. There can be no assurance of the success of these efforts due to a number of factors, some of which are beyond our control.

There are substantial uncertainties associated with our efforts to develop new products and services for evolving markets, and substantial investments may be required. These efforts are to a large extent dependent on our ability to acquire, develop, adopt, and exploit new and existing technologies to distinguish our products and services from those of our competitors. The success of these ventures will be determined by our efforts, and in some cases by those of our partners, fellow investors and licensees. Initial timetables for the introduction and development of new products or services may not be achieved, and price and profitability targets may not prove feasible. External factors, such as the development of competitive alternatives, rapid technological change, regulatory changes and shifting market preferences, may cause new markets to move in unanticipated directions.

We may not be able to protect intellectual property rights upon which our business relies, and if we lose intellectual property protection, we may lose valuable assets.

We own valuable brands and content, which we attempt to protect through a combination of copyright, trade secret, patent and trademark law and contractual restrictions, such as confidentiality agreements. We believe our proprietary trademarks and other intellectual property rights are important to our continued success and our competitive position.

Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy or otherwise obtain and use our services, technology and other intellectual property, and we cannot be certain that the steps we have taken will prevent any misappropriation or confusion among consumers and merchants, or unauthorized use of these rights. If we are unable to procure, protect and enforce our intellectual property rights, then we may not realize the full value of these assets, and our business may suffer.

We may buy or sell different properties as a result of our evaluation of our portfolio of businesses. Such acquisitions or divestitures would affect our costs, revenues, profitability and financial position.

From time to time, we evaluate the various components of our portfolio of businesses and may, as a result, buy or sell different properties. These acquisitions or divestitures affect our costs, revenues, profitability and financial position. We may also consider the acquisition of specific properties or businesses that fall outside our traditional lines of business if we deem such properties sufficiently attractive.

Each year, we evaluate the various components of our portfolio in connection with annual impairment testing, and we may record a non-cash charge if the financial statement carrying value of an asset is in excess of its estimated fair value. Fair value could be adversely affected by changing market conditions within our industry. In 2006, we recorded a non-cash charge of $814.4 million ($735.9 million after tax, or $5.09 per share) due to the impairment of goodwill and other intangible assets of the New England Media Group.

Acquisitions involve risks, including difficulties in integrating acquired operations, diversions of management resources, debt incurred in financing these acquisitions (including the related possible reduction in our credit ratings and increase in our cost of borrowing), differing levels of internal control effectiveness at the acquired entities and other unanticipated problems and liabilities. Competition for certain types of acquisitions, particularly Internet properties, is significant. Even if successfully negotiated, closed and integrated, certain acquisitions or investments may prove not to advance our business strategy and may fall short of expected return on investment targets.

Divestitures also have inherent risks, including possible delays in closing transactions (including potential difficulties in obtaining regulatory approvals), the risk of lower-than-expected sales proceeds for the divested businesses, and potential post-closing claims for indemnification.

From time to time, we make non-controlling minority investments in private entities. We may have limited voting rights and an inability to influence the direction of such entities. Therefore, the success of these ventures may be dependent upon the efforts of our partners, fellow investors and licensees. These investments are generally illiquid, and the absence of a market restricts our ability to dispose of them. If the value of the companies in which we

P. 12 2006 ANNUAL REPORT – Part I



invest declines, we may be required to take a charge to earnings.

Changes in our credit ratings may affect our borrowing costs.

Our short- and long-term debt is rated investment grade by the major rating agencies. These investment-grade credit ratings afford us lower borrowing rates in both the commercial paper markets and in connection with senior debt offerings. To maintain our investment-grade ratings, the credit rating agencies require us to meet certain financial performance ratios. Increased debt levels and/or decreased earnings could result in downgrades in our credit ratings, which, in turn, could impede access to the debt markets, reduce the total amount of commercial paper we could issue, raise our commercial paper borrowing costs and/or raise our long-term debt borrowing rates. Our ability to use debt to fund major new acquisitions or capital intensive internal initiatives will be limited to the extent we seek to maintain investment-grade credit ratings for our debt.

Sustained increases in costs of providing pension and employee health and welfare benefits may reduce our profitability.

Employee compensation and benefits, including pension expense, account for slightly more than 40% of our total operating expenses. As a result, our profitability is substantially affected by costs of pension benefits and other employee benefits. We have funded, qualified non-contributory defined benefit retirement plans that cover substantially all employees, and non-contributory unfunded supplemental executive retirement plans that supplement the coverage available to certain executives. Two significant elements in determining pension income or pension expense are the expected return on plan assets and the discount rate used in projecting benefit obligations. Large declines in the stock market and lower rates of return could increase our expense and cause additional cash contributions to the pension plans. In addition, a lower discount rate driven by lower interest rates would increase our pension expense.

Our Class B stock is principally held by descendants of Adolph S. Ochs, through a family trust, and this control could create conflicts of interest or inhibit potential changes of control.

We have two classes of stock: Class A Common Stock and Class B Common Stock. Holders of Class A Common Stock are entitled to elect 30% of the Board of Directors and to vote, with Class B common stockholders, on the reservation of shares for equity grants, certain material acquisitions and the ratification of the selection of our auditors. Holders of Class B Common Stock are entitled to elect the remainder of the Board and to vote on all other matters. Our Class B Common Stock is principally held by descendants of Adolph S. Ochs, who purchased The Times in 1896. A family trust holds 88% of the Class B Common Stock. As a result, the trust has the ability to elect 70% of the Board of Directors and to direct the outcome of any matter that does not require a vote of the Class A Common Stock. Under the terms of the trust agreement, trustees are directed to retain the Class B Common Stock held in trust and to vote such stock against any merger, sale of assets or other transaction pursuant to which control of The Times passes from the trustees, unless they determine that the primary objective of the trust can be achieved better by the implementation of such transaction. Because this concentrated control could discourage others from initiating any potential merger, takeover or other change of control transaction that may otherwise be beneficial to our businesses, the market price of our Class A Common Stock could be adversely affected.

Regulatory developments may result in increased costs.

All of our operations are subject to government regulation in the jurisdictions in which they operate. Due to the wide geographic scope of its operations, the IHT is subject to regulation by political entities throughout the world. In addition, our Web sites are available worldwide and are subject to laws regulating the Internet both within and outside the United States. We may incur increased costs for expenses necessary to comply with existing and newly adopted laws and regulations or penalties for any failure to comply.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

None.

Part I – THE NEW YORK TIMES COMPANY P.13



ITEM 2. PROPERTIES

The general character, location, terms of occupancy and approximate size of our principal plants and other materially important properties as of December 31, 2006, are listed below.

General Character of Property   Approximate Area in
Square Feet (Owned)
  Approximate Area in
Square Feet (Leased)
 
News Media Group  
Printing plants, business and editorial offices, garages and warehouse space located in:  
New York, N.Y.     825,000 (1)      871,164 (1)   
College Point, N.Y.           515,000 (2)   
Edison, N.J.           1,300,000 (3)   
Boston, Mass.     703,217       24,474    
Billerica, Mass.     290,000          
Other locations     1,600,600       561,353    
Broadcast Media Group(4)   
Business offices, studios and transmitters at various locations     339,823       14,545    
About.com           41,260    
Total     3,758,640       3,327,796    

 

(1)  The 871,164 square feet leased includes 714,000 square feet in our existing New York City headquarters, at 229 West 43rd St., which we sold and leased back on December 27, 2004. The 825,000 square feet owned consists of space we own in our new headquarters, which is currently under construction, and which we plan to occupy in the second quarter of 2007.

(2)  We are leasing a 31-acre site in College Point, N.Y., where our printing and distribution plant is located, and have the option to purchase the property at any time prior to the end of the lease in 2019.

(3)  The Edison production and distribution facility is occupied pursuant to a long-term lease with renewal and purchase options. We plan to close the Edison facility (see "Item 1 - Business – News Media Group – The New York Times Media Group – Production and Distribution," above).

(4)  On January 3, 2007, we entered into an agreement to sell our Broadcast Media Group.

We sold our existing New York City headquarters on December 27, 2004. Pursuant to the terms of the sale agreement, we are leasing back our existing headquarters through the third quarter of 2007. Our new headquarters, which is currently being constructed in the Times Square area and which we expect to occupy in the second quarter of 2007, will contain approximately 1.54 million gross square feet of space, of which 825,000 gross square feet is owned by us. We plan to lease five floors, totaling approximately 155,000 square feet. For additional information on the new headquarters, see Note 19 of the Notes to the Consolidated Financial Statements.

ITEM 3. LEGAL PROCEEDINGS

There are various legal actions that have arisen in the ordinary course of business and are now pending against us. Such actions are usually for amounts greatly in excess of the payments, if any, that may be required to be made. It is the opinion of management after reviewing such actions with our legal counsel that the ultimate liability that might result from such actions will not have a material adverse effect on our consolidated financial statements.

P.14 2006 ANNUAL REPORT – Part I



ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

Not applicable.

EXECUTIVE OFFICERS OF THE REGISTRANT

Name   Age   Employed By
Registrant Since
  Recent Position(s) Held as of March 1, 2007  
Corporate Officers  
Arthur Sulzberger, Jr.     55       1978     Chairman (since 1997) and Publisher of The Times (since 1992)  
Janet L. Robinson     56       1983     President and Chief Executive Officer (since 2005); Executive Vice President and Chief Operating Officer (2004); Senior Vice President, Newspaper Operations (2001 to 2004); President and General Manager of The Times (1996 to 2004)  
Michael Golden     57       1984     Vice Chairman (since 1997); Publisher of the IHT (since 2003); Senior Vice President (1997 to 2004)  
James M. Follo     47       2007     Senior Vice President and Chief Financial Officer (since January 8, 2007); Chief Financial and Administrative Officer, Martha Stewart Living Omnimedia, Inc. (2001 to 2006)  
Martin A. Nisenholtz     51       1995     Senior Vice President, Digital Operations (since 2005); Chief Executive Officer, New York Times Digital (1999 to 2005)  
David K. Norton     51       2006     Senior Vice President, Human Resources (since 2006); Vice President, Human Resources, Starwood Hotels & Resorts, and Executive Vice President, Starwood Hotels & Resorts Worldwide, Inc. (2000 to 2006)  
R. Anthony Benten     43       1989     Vice President (since 2003); Corporate Controller (since January 8, 2007); Treasurer (2001 to January 8, 2007); Assistant Treasurer (1997 to 2001)  
Kenneth A. Richieri     55       1983     Vice President (since 2002) and General Counsel (since 2006); Deputy General Counsel (2001 to 2005); Vice President and General Counsel, New York Times Digital (1999 to 2003)  

 

Part I – THE NEW YORK TIMES COMPANY P.15



Name   Age   Employed By
Registrant Since
  Recent Position(s) Held as of March 1, 2007  
Operating Unit Executives  
P. Steven Ainsley     54     1982   Publisher of The Globe (since September 12, 2006); President and Chief Operating Officer, Regional Media Group (2003 to September 12, 2006); Senior Vice President, Regional Media Group (1999 to 2002)  
Scott H. Heekin-Canedy     55     1987(1)   President and General Manager of The Times (since 2004); Senior Vice President, Circulation of The Times (1999 to 2004)  
Mary Jacobus     50     2005   President and Chief Operating Officer, Regional Media Group (since September 12, 2006); President and General Manager, The Globe (2005 to September 12, 2006); President and Chief Executive Officer, Fort Wayne Newspapers and Publisher, News Sentinel (2002 to 2005)  

 

(1)  Mr. Heekin-Canedy left the Company in 1989 and returned in 1992.

P.16 2006 ANNUAL REPORT – Part I




PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

(a) MARKET INFORMATION

The Class A Common Stock is listed on the New York Stock Exchange. The Class B Common Stock is unlisted and is not actively traded.

The number of security holders of record as of February 23, 2007, was as follows: Class A Common Stock: 9,083; Class B Common Stock: 33.

Both classes of our common stock participate equally in our quarterly dividends. In 2006, dividends were paid in the amount of $.165 per share in March and in the amount of $.175 per share in June, September and December. In 2005, dividends were paid in the amount of $.155 per share in March and in the amount of $.165 per share in June, September and December.

The market price range of Class A Common Stock was as follows:

Quarters Ended   2006   2005  
    High   Low   High   Low  
March   $ 28.90     $ 25.30     $ 40.80     $ 35.56    
June     25.70       22.88       36.58       30.74    
September     24.54       21.58       34.59       30.00    
December     24.87       22.29       30.17       26.36    
Year     28.90       21.58       40.80       26.36    

 

EQUITY COMPENSATION PLAN INFORMATION

Plan category   Number of securities
to be issued upon
exercise of outstanding
options, warrants
and rights
(a)
  Weighted average
exercise price of
outstanding options,
warrants and rights
(b)
  Number of securities remaining
available for future issuance
under equity compensation
plans (excluding securities
reflected in column (a))
(c)
 
Equity compensation
plans approved by
security holders
 
Stock options     32,192,000 (1)    $ 40       4,075,000 (2)   
Employee Stock Purchase
Plan
                7,992,000 (3)   
Stock awards     750,000 (4)            474,000 (5)   
Total     32,942,000             12,541,000    
Equity compensation
plans not approved by
security holders
    None       None       None    

 

(1)  Includes shares of Class A stock to be issued upon exercise of stock options granted under our 1991 Executive Stock Incentive Plan (the "NYT Stock Plan"), our Non-Employee Directors' Stock Option Plan and our 2004 Non-Employee Directors' Stock Incentive Plan (the "2004 Directors' Plan").

(2)  Includes shares of Class A stock available for future stock options to be granted under the NYT Stock Plan and the 2004 Directors' Plan. The 2004 Directors' Plan provides for the issuance of up to 500,000 shares of Class A stock in the form of stock options or restricted stock awards. The amount reported for stock options includes the aggregate number of securities remaining (approximately 368,000 as of December 31, 2006) for future issuances under that plan.

(3)  Includes shares of Class A stock available for future issuance under our Employee Stock Purchase Plan.

(4)  Includes shares of Class A stock to be issued upon conversion of restricted stock units and retirement units under the NYT Stock Plan.

(5)  Includes shares of Class A stock available for stock awards under the NYT Stock Plan.

Part II – THE NEW YORK TIMES COMPANY P.17



PERFORMANCE PRESENTATION

The following graph shows the annual cumulative total stockholder return for the five years ending December 31, 2006, on an assumed investment of $100 on December 31, 2001, in the Company, the Standard & Poor's S&P 500 Stock Index and an index of peer group communications companies. The peer group returns are weighted by market capitalization at the beginning of each year. The peer group is comprised of the Company and the following other communications companies: Dow Jones & Company, Inc., Gannett Co., Inc., Media General, Inc., The McClatchy Company, Tribune Company and The Washington Post Company. The five-year cumulative total return graph excludes Knight Ridder, Inc. as a result of its acquisition by The McClatchy Company in 2006. Stockholder return is measured by dividing (a) the sum of (i) the cumulative amount of dividends declared for the measurement period, assuming monthly reinvestment of dividends, and (ii) the difference between the issuer's share price at the end and the beginning of the measurement period by (b) the share price at the beginning of the measurement period. As a result, stockholder return includes both dividends and stock appreciation.

Stock Performance Comparison Between S&P 500, The New York Times
Company's Class A Common Stock and Peer Group Common Stock

UNREGISTERED SALES OF EQUITY SECURITIES

On October 2, 2006, we issued 30 shares of Class A Common Stock to a holder of 30 shares of Class B Common Stock upon the conversion of such Class B shares into Class A shares. The conversion, which was in accordance with our Certificate of Incorporation, did not involve a public offering and was exempt from registration pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended.

P. 18 2006 ANNUAL REPORT – Part II



(c) ISSUER PURCHASES OF EQUITY SECURITIES(1)

Period   Total Number of
Shares of Class A
Common Stock
Purchased
(a)
  Average
Price Paid
Per Share of
Class A
Common Stock
(b)
  Total Number of
Shares of Class A
Common Stock
Purchased
as Part of Publicly
Announced Plans
or Programs
(c)
  Maximum Number
(or Approximate
Dollar Value)
of Shares of
Class A Common
Stock that May
Yet Be Purchased
Under the Plans
or Programs
(d)
 
September 25, 2006-
October 29, 2006
    427,432     $ 22.80       427,200     $ 98,450,000    
October 30, 2006-
November 26, 2006
    71,405     $ 23.47       71,200     $ 96,779,000    
November 27, 2006-
December 31, 2006
    172,481     $ 24.25       130,300     $ 93,692,000    
Total for the fourth quarter of 2006     671,318 (2)    $ 23.24       628,700     $ 93,692,000    

 

(1)  Except as otherwise noted, all purchases were made pursuant to our publicly announced share repurchase program. On April 13, 2004, our Board of Directors (the "Board") authorized repurchases in an amount up to $400 million. As of February 23, 2007, we had authorization from the Board to repurchase an amount of up to approximately $94 million of our Class A Common Stock. The Board has authorized us to purchase shares from time to time as market conditions permit. There is no expiration date with respect to this authorization.

(2)  Includes 42,618 shares withheld from employees to satisfy tax withholding obligations upon the vesting of restricted shares/stock units awarded under the NYT Stock Plan. The shares were repurchased by us pursuant to the terms of the plan and not pursuant to our publicly announced share repurchase program.

Part II – THE NEW YORK TIMES COMPANY P.19




ITEM 6. SELECTED FINANCIAL DATA

The information presented in the following table of Selected Financial Data has been adjusted to reflect the restatement of our financial results that is described in the Explanatory Note immediately preceding Part I of this Annual Report on Form 10-K. We have not amended our previously filed Annual Reports on Form 10-K for the periods affected by this restatement. The financial information that has been previously filed or otherwise reported for those periods is superseded by the information in this Annual Report, and the financial statements and related financial information contained in such previously filed reports should no longer be relied upon.

See "Item 7 – Management's Discussion and Analysis of Financial Condition and Results of Operations" and Note 2 (Restatement of Financial Statements) of the Notes to the Consolidated Financial Statements for more detailed information regarding the restatement.

The Selected Financial Data 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. The Broadcast Media Group's results of operations have been presented as discontinued operations, and certain assets and liabilities are classified as held for sale for all periods presented (see Note 5 of the Notes to the Consolidated Financial Statements). The page following the table shows certain items included in Selected Financial Data. All per share amounts on that page are on a diluted basis.

    As of and for the Years Ended  
(In thousands, except per
share and employee data)
  December 31,
2006
  December 25,
2005
(Restated)(1)
  December 26,
2004
(Restated)(1)
  December 28,
2003
(Restated)(1)
  December 29,
2002
(Restated)(1)
 
Statement of Operations Data  
Revenues   $ 3,289,903     $ 3,231,128     $ 3,159,412     $ 3,091,546     $ 2,938,997    
Total expenses     2,996,081       2,911,578       2,696,799       2,595,215       2,446,045    
Impairment of intangible assets     814,433                            
Gain on sale of assets           122,946                      
Operating (loss)/profit     (520,611 )     442,496       462,613       496,331       492,952    
Interest expense, net     50,651       49,168       41,760       44,757       45,435    
(Loss)/income from continuing
operations before income taxes
and minority interest
    (551,922 )     407,546       429,305       456,628       440,187    
(Loss)/income from continuing
operations
    (568,171 )     243,313       264,985       277,731       264,917    
Discontinued operations,
net of income taxes –
Broadcast Media Group
    24,728       15,687       22,646       16,916       29,265    
Cumulative effect of a change
in accounting principle,
net of income taxes
          (5,527 )                    
Net (loss)/income     (543,443 )     253,473       287,631       294,647       294,182    
Balance Sheet Data  
Property, plant and equipment – net   $ 1,375,365     $ 1,401,368     $ 1,308,903     $ 1,215,265     $ 1,170,721    
Total assets     3,855,928       4,564,078       3,994,555       3,854,659       3,697,491    
Total debt, including
commercial paper, capital lease
obligations and construction loan
    1,445,928       1,396,380       1,058,847       955,302       958,249    
Stockholders' equity     819,842       1,450,826       1,354,361       1,353,585       1,229,303    

 

P.20 2006 ANNUAL REPORT – Selected Financial Data



    As of and for the Years Ended  
(In thousands, except per
share and employee data)
  December 31,
2006
  December 25,
2005
(Restated)(1)
  December 26,
2004
(Restated)(1)
  December 28,
2003
(Restated)(1)
  December 29,
2002
(Restated)(1)
 
Per Share of Common Stock  
Basic (loss)/earnings per share  
(Loss)/income from continuing
operations
  $ (3.93 )   $ 1.67     $ 1.80     $ 1.85     $ 1.75    
Discontinued operations,
net of income taxes – 
Broadcast Media Group
    0.17       0.11       0.15       0.11       0.19    
Cumulative effect of a change
in accounting principle, 
net of income taxes
          (0.04 )                    
Net (loss)/income   $ (3.76 )   $ 1.74     $ 1.95     $ 1.96     $ 1.94    
Diluted (loss)/earnings per share  
(Loss)/income from continuing
operations
  $ (3.93 )   $ 1.67     $ 1.78     $ 1.82     $ 1.71    
Discontinued operations,
net of income taxes – 
Broadcast Media Group
    0.17       0.11       0.15       0.11       0.19    
Cumulative effect of a change
in accounting principle, 
net of income taxes
          (0.04 )                    
Net (loss)/income   $ (3.76 )   $ 1.74     $ 1.93     $ 1.93     $ 1.90    
Dividends per share   $ .69     $ .65     $ .61     $ .57     $ .53    
Stockholders' equity per share   $ 5.67     $ 9.95     $ 9.07     $ 8.86     $ 7.94    
Average basic shares outstanding     144,579       145,440       147,567       150,285       151,563    
Average diluted shares outstanding     144,579       145,877       149,357       152,840       154,805    
Key Ratios  
Operating (loss)/profit to revenues     –16 %     14 %     15 %     16 %     17 %  
Return on average common
stockholders' equity
    –48 %     18 %     21 %     23 %     25 %  
Return on average total assets     –13 %     6 %     7 %     8 %     8 %  
Total debt to total capitalization     64 %     49 %     44 %     41 %     44 %  
Current assets to current liabilities     .91       .95       .84       1.23       1.22    
Ratio of earnings to fixed charges     (2)      6.22       8.11       8.65       8.51    
Full-Time Equivalent Employees     11,585       11,965       12,300       12,400       12,150    

 

(1)  The Selected Financial Data has been adjusted to reflect the restatement described in Note 2 of the Notes to the Consolidated Financial Statements. The beginning Retained Earnings adjustment for fiscal 2002 was $14.2 million.

(2)  Earnings were inadequate to cover fixed charges by $573 million for the year ended December 31, 2006, as a result of a non-cash impairment charge of $814.4 million ($735.9 million after tax).

Selected Financial Data – THE NEW YORK TIMES COMPANY P.21



The items below are included in the Selected Financial Data.

2006 (53-week fiscal year)

The items below had an unfavorable effect on our results of $877.3 million or $5.34 per share.

  an $814.4 million pre-tax, non–cash charge ($735.9 million after tax, or $5.09 per share) for the impairment of goodwill and other intangible assets at the New England Media Group.

  a $34.3 million pre-tax charge ($19.6 million after tax, or $.14 per share) for staff reductions.

  a $20.8 million pre-tax charge ($11.5 million after tax, or $.08 per share) for accelerated depreciation of certain assets at the Edison, N.J., printing plant, which we are in the process of closing.

  a $7.8 million pre-tax loss ($4.3 million after tax, or $.03 per share) from the sale of our 50% ownership interest in Discovery Times Channel.

2005

The items below increased net income by $5.2 million or $.04 per share.

  a $122.9 million pre-tax gain resulting from the sales of our current headquarters ($63.3 million after tax, or $.43 per share) as well as property in Florida ($5.0 million after tax, or $.03 per share).

  a $57.8 million pre-tax charge ($35.3 million after tax, or $.23 per share) for staff reductions.

  a $32.2 million pre-tax charge ($21.9 million after tax, or $.15 per share) related to stock-based compensation expense. The expense in 2005 was significantly higher than in prior years due to our adoption of Financial Accounting Standards Board ("FASB") Statement of Financial Accounting Standards ("FAS") No. 123 (revised 2004), Share-Based Payment ("FAS 123-R"), in 2005.

  a $9.9 million pre-tax charge ($5.5 million after tax, or $.04 per share) for costs associated with the cumulative effect of a change in accounting principle related to the adoption of FASB Interpretation No. ("FIN") 47, Accounting for Conditional Asset Retirement Obligations – an interpretation of FASB Statement No. 143. A portion of the charge has been reclassified to conform to the 2006 presentation of the Broadcast Media Group as a discontinued operation.

2004

There were no items of the type discussed here in 2004.

2003

The item below increased net income by $8.5 million, or $.06 per share.

  a $14.1 million pre-tax gain related to a reimbursement of remediation expenses at one of our printing plants.

2002

The item below reduced net income by $7.7 million, or $.05 per share.

  a $12.6 million pre-tax charge for staff reductions.

P. 22 2006 ANNUAL REPORT – Selected Financial Data



IMPACT OF RESTATEMENT

The impact of the restatement and a comparison to the amounts originally reported are detailed in the following tables. The Broadcast Media Group's results of operations have been presented as discontinued operations and certain assets and liabilities are classified as held for sale for all periods presented (see Note 5 of the Notes to the Consolidated Financial Statements). In order to more clearly disclose the impact of the restatement on reported results, the impact of this reclassification is separately shown below in the column labeled "Discontinued Operations."

    As of and for the Years Ended  
    December 25, 2005   December 26, 2004  
(In thousands, except
per share data)
  As
Reported
  Discontinued
Operations
  Restatement
Adjustments
  Reclassified
and Restated
  As
Reported
  Discontinued
Operations
  Restatement
Adjustments
  Reclassified
and Restated
 
Statement of Operations Data  
Revenues   $ 3,372,775     $ (139,055 )   $ (2,592 )   $ 3,231,128     $ 3,303,642     $ (145,627 )   $ 1,397     $ 3,159,412    
Total expenses     3,014,667       (111,914 )     8,825       2,911,578       2,793,689       (107,244 )     10,354       2,696,799    
Gain on sale of assets     122,946                   122,946                            
Operating profit     481,054       (27,141 )     (11,417 )     442,496       509,953       (38,383 )     (8,957 )     462,613    
Interest expense, net     49,168                   49,168       41,760                   41,760    
Income from continuing
operations before income
taxes and minority interest
    446,104       (27,141 )     (11,417 )     407,546       476,645       (38,383 )     (8,957 )     429,305    
Income from continuing
operations
    265,605       (16,012 )     (6,280 )     243,313       292,557       (22,646 )     (4,926 )     264,985    
Discontinued operations,
net of income taxes –
Broadcast Media Group
          15,687             15,687             22,646             22,646    
Cumulative effect of a change
in accounting principle,
net of income taxes
    (5,852 )     325             (5,527 )                          
Net income     259,753             (6,280 )     253,473       292,557             (4,926 )     287,631    
Balance Sheet Data  
Property, plant and
equipment – net
  $ 1,468,403     $ (67,035 )   $     $ 1,401,368     $ 1,367,384     $ (58,481 )   $     $ 1,308,903    
Total assets     4,533,037             31,041       4,564,078       3,949,857             44,698       3,994,555    
Total debt, including
commercial paper and
capital lease obligations
    1,396,380                   1,396,380       1,058,847                   1,058,847    
Stockholders' equity     1,516,248             (65,422 )     1,450,826       1,400,542             (46,181 )     1,354,361    
Per Share of Common Stock  
Basic earnings per share  
Income from
continuing operations
  $ 1.83     $ (0.11 )   $ (0.05 )   $ 1.67     $ 1.98     $ (0.15 )   $ (0.03 )   $ 1.80    
Discontinued operations,
net of income taxes – 
Broadcast Media Group
          0.11             0.11             0.15             0.15    
Cumulative effect of a change
in accounting principle, 
net of income taxes
    (0.04 )                 (0.04 )                          
Net income   $ 1.79     $     $ (0.05 )   $ 1.74     $ 1.98     $     $ (0.03 )   $ 1.95    
Diluted earnings per share  
Income from continuing
operations
  $ 1.82     $ (0.11 )   $ (0.04 )   $ 1.67     $ 1.96     $ (0.15 )   $ (0.03 )   $ 1.78    
Discontinued operations,
net of income taxes – 
Broadcast Media Group
          0.11             0.11             0.15             0.15    
Cumulative effect of a change
in accounting principle, 
net of income taxes
    (0.04 )                 (0.04 )                          
Net income   $ 1.78     $     $ (0.04 )   $ 1.74     $ 1.96     $     $ (0.03 )   $ 1.93    
Dividends per share   $ .65       N/A       N/A     $ .65     $ .61       N/A       N/A     $ .61    
Stockholders' equity
per share
  $ 10.39       N/A       N/A     $ 9.95     $ 9.38       N/A       N/A     $ 9.07    
Average basic shares
outstanding
    145,440       N/A       N/A       145,440       147,567       N/A       N/A       147,567    
Average diluted shares
outstanding
    145,877       N/A       N/A       145,877       149,357       N/A       N/A       149,357    

 

Impact of Restatement – THE NEW YORK TIMES COMPANY P.23



    As of and for the Years Ended  
    December 28, 2003   December 29, 2002  
(In thousands, except
per share data)
  As
Reported
  Discontinued
Operations
  Restatement
Adjustments
  Reclassified
and Restated
  As
Reported
  Discontinued
Operations
  Restatement
Adjustments
  Reclassified
and Restated
 
Statement of Operations Data  
Revenues   $ 3,227,200     $ (129,196 )   $ (6,458 )   $ 3,091,546     $ 3,079,007     $ (139,636 )   $ (374 )   $ 2,938,997    
Total expenses     2,687,650       (100,537 )     8,102       2,595,215       2,534,139       (97,838 )     9,744       2,446,045    
Operating profit     539,550       (28,659 )     (14,560 )     496,331       544,868       (41,798 )     (10,118 )     492,952    
Interest expense, net     44,757                   44,757       45,435                   45,435    
Income from continuing
operations before income
taxes and minority interest
    499,847       (28,659 )     (14,560 )     456,628       492,103       (41,798 )     (10,118 )     440,187    
Income from continuing
operations
    302,655       (16,916 )     (8,008 )     277,731       299,747       (29,265 )     (5,565 )     264,917    
Discontinued operations,
net of income taxes –
Broadcast Media Group
          16,916             16,916             29,265             29,265    
Net income     302,655             (8,008 )     294,647       299,747             (5,565 )     294,182    
Balance Sheet Data  
Property, plant and
equipment – net
  $ 1,275,128     $ (59,863 )   $     $ 1,215,265     $ 1,233,658     $ (62,937 )   $     $ 1,170,721    
Total assets     3,801,716             52,943       3,854,659       3,633,842             63,649       3,697,491    
Total debt, including
commercial paper and
capital lease obligations
    955,302                   955,302       958,249                   958,249    
Stockholders' equity     1,392,242             (38,657 )     1,353,585       1,269,307             (40,004 )     1,229,303    
Per Share of Common Stock  
Basic earnings per share  
Income from continuing
operations
  $ 2.01     $ (0.11 )   $ (0.05 )   $ 1.85     $ 1.98     $ (0.19 )   $ (0.04 )   $ 1.75    
Discontinued operations,
net of income taxes –  
Broadcast Media Group
          0.11             0.11             0.19             0.19    
Net income   $ 2.01     $     $ (0.05 )   $ 1.96     $ 1.98     $     $ (0.04 )   $ 1.94    
Diluted earnings per share  
Income from continuing
operations
  $ 1.98     $ (0.11 )   $ (0.05 )   $ 1.82     $ 1.94     $ (0.19 )   $ (0.04 )   $ 1.71    
Discontinued operations,
net of income taxes –  
Broadcast Media Group
          0.11             0.11             0.19             0.19    
Net income   $ 1.98     $     $ (0.05 )   $ 1.93     $ 1.94     $     $ (0.04 )   $ 1.90    
Dividends per share   $ .57       N/A       N/A     $ .57     $ .53       N/A       N/A     $ .53    
Stockholders' equity
per share
  $ 9.11       N/A       N/A     $ 8.86     $ 8.20       N/A       N/A     $ 7.94    
Average basic shares
outstanding
    150,285       N/A       N/A       150,285       151,563       N/A       N/A       151,563    
Average diluted shares
outstanding
    152,840       N/A       N/A       152,840       154,805       N/A       N/A       154,805    

 

P.24 2006 ANNUAL REPORT – Impact of Restatement




ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

RESTATEMENT OF FINANCIAL STATEMENTS

The following "Management's Discussion and Analysis of Financial Condition and Results of Operations" reflects the restatements discussed below and in Note 2 of the Notes to the Consolidated Financial Statements.

In this Annual Report on Form 10-K, we are restating the Consolidated Balance Sheet as of December 25, 2005, the Consolidated Statements of Operations, Consolidated Statements of Cash Flows and Consolidated Statements of Changes in Stockholders' Equity for the 2005 and 2004 fiscal years, and Quarterly Information (Unaudited) for the first three quarters of 2006 and all of fiscal 2005. We have not amended our previously filed Annual Reports on Form 10-K for the periods affected by this restatement. See "Item 6 – Selected Financial Data" and Note 2 (Restatement of Financial Statements) of the Notes to the Consolidated Financial Statements for more detailed information regarding the restatement and the changes to the previously issued financial statements.

The previously issued financial statements are being restated because we have determined that they contain errors in accounting for pension and postretirement liabilities. The reporting errors arose principally from the treatment of pension and benefits plans established pursuant to collective bargaining agreements between the Company and its subsidiaries, on the one hand, and The New York Times Newspaper Guild, on the other, as multi-employer plans. The plans' participants include employees of The New York Times and a Company subsidiary, as well as employees of the plans' administrator. We have concluded that, under accounting principles generally accepted in the United States of America ("GAAP"), the plans should have been accounted for as single-employer plans. The main effect of the change is that we must account for the present value of projected future benefits to be provided under the plans. Previously, we had recorded the expense of our annual contributions to the plans. While the calculations will increase our reported expense, the accounting changes will not materially increase our funding obligations, which are regulated by our collective bargaining agreements with the union.

The restatement also reflects the effect of other unrecorded adjustments that were previously determined to be immaterial, mainly related to accounts receivable allowances and accrued expenses.

The annual and quarterly earnings per share ("EPS") impact of the restatement for the three-year period ending December 31, 2006, is as follows:

    Quarter      
    First   Second   Third   Fourth   Year  
2006 Basic and Diluted EPS
As Reported – Basic
  $ 0.24     $ 0.42     $ 0.10       N/A       N/A    
As Restated – Basic   $ 0.22     $ 0.41     $ 0.09       N/A       N/A    
As Reported – Diluted   $ 0.24     $ 0.42     $ 0.10       N/A       N/A    
As Restated – Diluted   $ 0.22     $ 0.41     $ 0.09       N/A       N/A    
2005 Basic and Diluted EPS
As Reported – Basic
  $ 0.76     $ 0.42     $ 0.16     $ 0.45     $ 1.79    
As Restated – Basic   $ 0.75     $ 0.41     $ 0.15     $ 0.44     $ 1.74    
As Reported – Diluted   $ 0.76     $ 0.42     $ 0.16     $ 0.45     $ 1.78    
As Restated – Diluted   $ 0.75     $ 0.41     $ 0.15     $ 0.43     $ 1.74    
2004 Basic and Diluted EPS
As Reported – Basic
  $ 0.39     $ 0.51     $ 0.33     $ 0.76     $ 1.98    
As Restated – Basic   $ 0.38     $ 0.50     $ 0.32     $ 0.75     $ 1.95    
As Reported – Diluted   $ 0.38     $ 0.50     $ 0.33     $ 0.75     $ 1.96    
As Restated – Diluted   $ 0.38     $ 0.49     $ 0.32     $ 0.74     $ 1.93    

 

The cumulative effect of the restatement resulted in a reduction in stockholder's equity of approximately $65 million as of December 25, 2005. See Note 2 of the Notes to the Consolidated Financial Statements.

Management's Discussion and Analysis of Financial Condition and Results of Operations – THE NEW YORK TIMES COMPANY P.25



EXECUTIVE OVERVIEW

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

Our revenues were $3.3 billion in 2006. The percentage of revenues contributed by division is below.

News Media Group

The News Media Group generates revenues principally from print, online, and radio advertising and through circulation. Other revenues, which make up the remainder of its revenues, primarily consist of revenues from wholesale delivery operations, news services, digital archives, TimesSelect, commercial printing and direct marketing. The News Media Group's main operating expenses are employee-related costs and raw materials, primarily newsprint.

News Media Group revenues in 2006 by category and percentage share are below.

About.com

About.com generates revenues from display advertising that is relevant to its adjacent content, cost-per-click advertising (sponsored links for which About.com is paid when a user clicks on the ad), and e-commerce. Almost all of its revenues (95% in 2006) are derived from the sale of advertisements (display and cost-per-click advertising). Cost-per-click advertising accounted for 50% of About.com's total advertising revenues. About.com's main operating expenses are employee-related costs and content and hosting costs.

P. 26 2006 ANNUAL REPORT – Executive Overview



Broadcast Media Group

On January 3, 2007, we entered into an agreement to sell our Broadcast Media Group, consisting of nine network-affiliated television stations, their related Web sites and the digital operating center, for $575 million. The transaction is subject to regulatory approvals and is expected to close in the first half of 2007. The results of the Broadcast Media Group are reported as discontinued operations.

Joint Ventures

The Company's investments accounted for under the equity method are as follows:

  a 49% interest in Metro Boston LLC, which publishes a free daily newspaper catering to young professionals and students 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, and

  an approximately 17% 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.

Business Environment

We operate in the highly competitive media industry. We believe that a number of factors and industry trends have had, and will continue to have, a fundamental effect on our business and prospects. These include:

Increasing competition

Competition for advertising revenue that our businesses face affects our ability both to attract and retain advertisers and consumers and to maintain or increase our advertising rates. We expect technological developments will continue to increase the number of media choices, intensifying the challenges posed by audience fragmentation.

We have expanded and will continue to expand our online and mobile offerings; however, most of our revenues are currently from traditional print products. Our print advertising revenues have declined. We believe that this decline, particularly in classified advertising, is due to a shift to online media or to other forms of media and marketing.

Economic conditions

Our advertising revenues, which account for approximately 65% of our News Media Group revenues, are susceptible to economic swings. National and local economic conditions, particularly in the New York City and Boston metropolitan regions, affect the level of our national, classified and retail advertising revenue.

In addition, a significant portion of our advertising revenues comes from the studio entertainment, department store, and automotive sectors. Consolidation among key advertisers in these and other categories as well as changes in spending practices or priorities has depressed, and may continue to depress, our advertising revenue. We believe that categories that have historically generated significant amounts of advertising revenues for our businesses are likely to continue to be challenged in 2007. These include studio entertainment, telecommunications, and help-wanted and automotive classified advertising and, within the New England Media Group, department store advertising.

Circulation

Circulation is another significant source of revenue for us. In recent years, we, along with the newspaper industry as a whole, have experienced difficulty increasing circulation volume and revenues. This is due to, among other factors, increased competition from new media formats and sources, and shifting preferences among some consumers to receive all or a portion of their news from sources other than a newspaper.

Expenses

Our most significant expenses are for compensation–related costs and raw materials, which account for approximately 52% of total costs and expenses. Changes in the price of newsprint or in compensation–related expenses can materially affect our operating results.

For a discussion of these and other factors that could affect our results of operations and financial conditions, see "Forward-Looking Statements" and "Item 1A – Risk Factors."

Our Strategy

We anticipate that these challenges will continue, and we believe that the following elements are key to our efforts to address them.

New products and services

We are addressing the increasingly fragmented media landscape by building on the strength of our brands, particularly of The New York Times. To further leverage these brands, we have introduced and will continue to introduce a number of new products and services in print and online. In 2006, these included new specialty magazines in New York and Boston, zoned and special sections across other properties, new ad placements, including section

Executive Overview – THE NEW YORK TIMES COMPANY P.27



fronts at nearly all of our newspapers, and new weekly newspapers in our Regional Media Group.

Online, we redesigned NYTimes.com, increased editorial content at About.com through increased guides, launched a local search product on Boston.com, and acquired Baseline StudioSystems, the primary business-to-business supplier of proprietary entertainment information to the film and television industries.

On February 14, 2007, we announced a strategic alliance with Monster Worldwide, Inc. to further build our online recruitment product offering.

We expect our revenues from Internet-related businesses, including About.com, NYTimes.com, Boston.com, iht.com and the sites associated with our regional newspapers, to grow approximately 30 percent to approximately $350 million in 2007, mainly from organic growth.

Leadership in content categories

In addition to reinforcing our leadership in our individual properties, we seek to maintain and develop leadership in key content categories, such as entertainment, luxury real estate and travel, categories we believe appeal to our distinctive audience and will deepen their engagement with our products.

Through the 2005 acquisition of About.com, we gained leadership in a number of online "verticals." One of the top 15 most visited Web sites in 2006, About.com is the third-largest commercial health channel and third-largest food channel on the Internet, according to Nielsen//NetRatings. In September, we strengthened its health offerings by acquiring Calorie-Count.com, a site that offers weight loss tools and nutritional information.

Innovation

In 2006, we implemented a research and development capability to better help us anticipate consumer preferences. This initiative is closely linked to our operating units so that its work can have both near- and long-term business impact. As a result of these efforts, in 2006, we launched new mobile Web sites in New York, Boston and Gainesville.

Rebalanced portfolio

We continuously evaluate our businesses to determine whether they are meeting their targets for financial performance, growth and return on investment and whether they remain relevant to our strategy.

As a result of this analysis, in October 2006, we sold our investment in Discovery Times Channel. On January 3, 2007, we entered into an agreement to sell our Broadcast Media Group to allow us to focus on developing our print and digital businesses. In the first quarter of 2007, we expect to complete the sale of one of our two radio stations.

At the same time, we have made selective acquisitions and investments, such as the acquisitions of Baseline and Calorie-Count.com.

Expense management

Managing expenses is a key component of our strategy. We continuously review our expense structure to ensure that we are operating our businesses efficiently. We focus on reducing costs by streamlining our operations, freeing up resources and achieving cost benefits from productivity gains.

In 2006, our cost-control efforts principally addressed employee-related costs and newsprint expense, our main operating expenses. We have implemented staff reductions, partially offset by increases from acquisitions and hiring in critical areas. We continually monitor newsprint prices, which are subject to supply and demand market conditions, and have adopted a number of measures to reduce newsprint consumption.

As part of our efforts to reduce costs, in July 2006, we announced plans to consolidate our New York metro area printing into our newer facility in College Point, N.Y., and to close our older Edison, N.J., facility. We also announced that we would reduce the size of all editions of The Times, with the printed page decreasing from 13.5 by 22 inches to 12 by 22 inches. We expect to complete the reduction in the third quarter of 2007 and the plant consolidation in the second quarter of 2008.

With the plant consolidation, we expect to save $30 million in lower operating costs annually and to avoid the need for approximately $50 million in capital investment at the Edison facility over the next 10 years. We expect to incur capital expenditures of $135 million related to the plant consolidation.

As part of the plant consolidation, we expect a workforce reduction of approximately 250 full-time equivalent employees. We have identified total costs to close the Edison facility in the range of $104 million to $128 million, principally consisting of accelerated depreciation charges, as well as staff reduction charges and plant restoration costs. We expect to exit the facility in the second quarter of 2008 and, depending on the disposition of the property, may recognize additional charges with respect to our lease, which continues through 2018.

With the web-width reduction, we expect to save more than $10 million annually from decreased newsprint consumption. We expect to incur capital expenditures of $15 million related to the reduction.

P.28 2006 ANNUAL REPORT – Executive Overview



We are nearing completion of our new headquarters building in New York City, which we expect to occupy in the second quarter of 2007. The midtown Manhattan real estate market has improved significantly since we began development. Because of staff reductions and the housing of some departments in lower cost office space, we are now planning to lease five floors, totaling approximately 155,000 square feet, or one-fifth of our space.

2007 Expectations

The key financial measures for 2007 discussed in the table below are computed under GAAP.

Item   2007 Expectation  
Newsprint cost per ton   Decline in the low-single digits  
Depreciation & amortization   $195 to $205 million(1)  
Net income from joint ventures   $10 to $15 million  
Interest expense   $48 to $52 million  
Capital expenditures   $340 to $370 million(2)  
Cost savings and productivity gains   $65 to $75 million(3)  

 

(1)  Includes $45 to $48 million of accelerated depreciation expense associated with the consolidation of the New York metro area printing plants and depreciation expense of approximately $16 to $19 million for the new headquarters building in the second half of 2007.

(2)  Includes $170 to $190 million for our new headquarters building and $75 million for the plant consolidation.

(3)  Excludes certain one-time expenses, mainly staff reduction costs.

Executive Overview – THE NEW YORK TIMES COMPANY P.29



RESULTS OF OPERATIONS

Overview

Unless stated otherwise, all references to 2006, 2005 and 2004 refer to our fiscal years ended, or the dates as of, December 31, 2006, December 25, 2005, and December 26, 2004. Fiscal year 2006 comprises 53 weeks and fiscal years 2005 and 2004 each comprise 52 weeks. The effect of the 53rd week ("additional week") on revenues, costs and expenses is discussed below.

The results for the fiscal year 2006 include the effect of a non-cash charge for the impairment of goodwill and other intangible assets at the New England Media Group. See "– Impairment of Intangible Assets" below for a detailed discussion of the impairment charge. The following discussion reflects the restatements discussed above and in Note 2 of the Notes to the Consolidated Financial Statements.

        % Change  
(In thousands)   2006   2005
(Restated)
  2004
(Restated)
  06-05   05-04
(Restated)
 
Revenues  
Advertising   $ 2,153,936     $ 2,139,486     $ 2,053,378       0.7       4.2    
Circulation     889,722       873,975       883,995       1.8       (1.1 )  
Other     246,245       217,667       222,039       13.1       (2.0 )  
Total revenues     3,289,903       3,231,128       3,159,412       1.8       2.3    
Costs and expenses  
Production costs:  
Raw materials     330,833       321,084       296,594       3.0       8.3    
Wages and benefits     665,304       652,216       635,087       2.0       2.7    
Other     533,392       495,588       474,978       7.6       4.3    
Total production costs     1,529,529       1,468,888       1,406,659       4.1       4.4    
Selling, general and
administrative expenses
    1,466,552       1,442,690       1,290,140       1.7       11.8    
Total costs and expenses     2,996,081       2,911,578       2,696,799       2.9       8.0    
Impairment of intangible
assets
    814,433                   N/A       N/A    
Gain on sale of assets           122,946             N/A       N/A    
Operating (loss)/profit     (520,611 )     442,496       462,613       *       (4.3 )  
Net income from joint ventures     19,340       10,051       240       92.4       *    
Interest expense, net     50,651       49,168       41,760       3.0       17.7    
Other income           4,167       8,212       N/A       (49.3 )  
(Loss)/income from continuing
operations before income
taxes and minority interest
    (551,922 )     407,546       429,305       *       (5.1 )  
Income taxes     16,608       163,976       163,731       (89.9 )     0.1    
Minority interest in net loss/
(income) of subsidiaries
    359       (257 )     (589 )     *       (56.4 )  
(Loss)/income from continuing
operations
    (568,171 )     243,313       264,985       *       (8.2 )  
Discontinued operations,
net of income taxes-
 
Broadcast Media Group     24,728       15,687       22,646       57.6       (30.7 )  
Cumulative effect of a change
in accounting principle,
net of income taxes
          (5,527 )           N/A       N/A    
Net (loss)/income   $ (543,443 )   $ 253,473     $ 287,631       *       (11.9 )  

 

*  Represents an increase or decrease in excess of 100%.

P.30 2006 ANNUAL REPORT – Results of Operations



Revenues

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

        % Change  
(In millions)   2006   2005
(Restated)
  2004
(Restated)
  06-05   05-04
(Restated)
 
Revenues  
News Media Group   $ 3,209.7     $ 3,187.2     $ 3,159.4       0.7       0.9    
About.com (from March 18, 2005)     80.2       43.9             82.5       N/A    
Total   $ 3,289.9     $ 3,231.1     $ 3,159.4       1.8       2.3    

 

News Media Group

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

        % Change  
(In millions)   2006   2005
(Restated)
  2004
(Restated)
  06-05   05-04
(Restated)
 
The New York Times Media Group  
Advertising   $ 1,268.6     $ 1,262.2     $ 1,222.1       0.5       3.3    
Circulation     637.1       615.5       615.9       3.5       (0.1 )  
Other     171.6       157.0       165.0       9.3       (4.8 )  
Total   $ 2,077.3     $ 2,034.7     $ 2,003.0       2.1       1.6    
New England Media Group  
Advertising   $ 425.7     $ 467.6     $ 481.6       (9.0 )     (2.9 )  
Circulation     163.0       170.7       181.0       (4.5 )     (5.7 )  
Other     46.6       37.0       38.0       25.9       (2.6 )  
Total   $ 635.3     $ 675.3     $ 700.6       (5.9 )     (3.6 )  
Regional Media Group  
Advertising   $ 383.2     $ 367.5     $ 349.7       4.3       5.1    
Circulation     89.6       87.8       87.1       2.1       0.8    
Other     24.3       21.9       19.0       11.1       14.8    
Total   $ 497.1     $ 477.2     $ 455.8       4.2       4.7    
Total News Media Group  
Advertising   $ 2,077.5     $ 2,097.3     $ 2,053.4       (0.9 )     2.1    
Circulation     889.7       874.0       884.0       1.8       (1.1 )  
Other     242.5       215.9       222.0       12.3       (2.8 )  
Total   $ 3,209.7     $ 3,187.2     $ 3,159.4       0.7       0.9    

 

Advertising Revenue

Advertising revenue is primarily determined by the volume, rate and mix of advertisements. In 2006, News Media Group advertising revenues decreased compared to 2005 primarily due to lower print volume, which was partially offset by the effect of the additional week in fiscal 2006 as well as higher rates and higher online advertising revenues. Print advertising revenues declined 2.7% while online advertising revenues increased 27.1%.

In 2005, advertising revenues increased due to higher advertising rates and a 29.5% growth in online advertising revenues, partially offset by lower print volume due to a weak print advertising market.

Results of Operations – THE NEW YORK TIMES COMPANY P.31



During the last few years, our results have been adversely affected by a weak print advertising environment. Print advertising volume for the News Media Group was as follows:

(Inches in thousands, preprints       % Change  
in thousands of copies)   2006   2005   2004   06-05   05-04  
News Media Group  
National     2,399.5       2,468.4       2,512.4       (2.8 )     (1.7 )  
Retail     6,396.3       6,511.7       6,541.8       (1.8 )     (0.5 )  
Classified     9,509.4       9,532.2       9,675.5       (0.2 )     (1.5 )  
Part Run/Zoned     1,989.8       2,087.3       2,215.6       (4.7 )     (5.8 )  
Total     20,295.0       20,599.6       20,945.3       (1.5 )     (1.7 )  
Preprints     2,963,946       2,979,723       2,897,241       (0.5 )     2.8    

 

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

        % Change  
(In millions)   2006   2005
(Restated)
  2004
(Restated)
  06-05   05-04
(Restated)
 
News Media Group  
National   $ 938.2     $ 948.4     $ 926.3       (1.1 )     2.4    
Retail     495.4       499.8       490.5       (0.9 )     1.9    
Classified     578.7       590.5       579.5       (2.0 )     1.9    
Other     65.2       58.6       57.1       11.4       2.6    
Total   $ 2,077.5     $ 2,097.3     $ 2,053.4       (0.9 )     2.1    

 

The New York Times Media Group

Advertising revenues were slightly higher in 2006 than 2005 primarily due to higher rates and the effect of the additional week partially offset by lower print volume. Online advertising increased in the retail, national and classified categories. These increases were offset by declines in the automotive and help-wanted classified categories, as well as national and retail print advertising categories.

In 2006, national advertising, which represented 64% of the Group's advertising revenues, was on a par with the prior year. This was principally the result of reduced spending in the studio entertainment and national automotive categories offset by revenues from the additional week as well as growth in a number of national ad categories including advocacy, American fashion and pharmaceutical. Classified advertising, which represented 20% of the Group's advertising revenues, was on a par with the prior year as weakness in automotive and help-wanted advertising offset strong gains in real estate advertising and revenues from the additional week. Retail advertising, which represented 14% of the Group's advertising revenues, was on a par with the prior year mainly because of revenues from the additional week.

Advertising revenues were higher in 2005 than 2004 mainly due to increases in the retail and national advertising categories and growth in our online revenue partially offset by lower print classified advertising revenues.

In 2005, national advertising, which represented 65% of the Group's advertising revenues, increased as strength in financial services, corporate and national automotive advertising offset weakness in the telecommunications, studio entertainment and technology products categories. Classified advertising, which represented 20% of the Group's advertising revenues, rose as gains in real estate advertising offset softness in automotive and help-wanted. Retail advertising, which represented 14% of the Group's advertising revenues, rose as growth in fashion/jewelry store advertising offset weakness in home furnishing store advertising.

New England Media Group

Advertising revenues were lower in 2006 primarily due to lower print volume and rates. Print advertising declines in the national, retail, classified and other advertising categories were partially offset by incremental revenues from the additional week and growth in all online categories.

In 2006, classified advertising, which represented 38% of the Group's advertising revenues, decreased due to weakness in help-wanted, automotive and real estate advertising. Retail advertising, which represented 31% of the Group's advertising revenues in 2006, declined primarily due to a decrease in department store advertising as a result of the consolidation of two large retailers. National advertising, which represented 26% of the Group's advertising

P. 32 2006 ANNUAL REPORT – Results of Operations



revenues, declined mainly because of weakness in national automotive, telecommunications, travel and financial services advertising.

Advertising revenues were lower in 2005 than 2004 mainly due to decreases in all advertising categories partially offset by increases in online advertising.

In 2005, classified advertising, which represented 39% of the Group's advertising revenues, decreased as weakness in automotive advertising offset growth in real estate and help-wanted advertising. Retail advertising, which represented 30% of the Group's advertising revenues, declined primarily due to softness in the home furnishing store, department store and apparel/footwear categories. National advertising, which represented 26% of the Group's advertising revenues, declined mainly because of weakness in travel, studio entertainment, telecommunications and national automotive advertising.

Regional Media Group

Advertising revenues were higher in 2006 primarily due to increased revenues in the real estate classified and retail advertising categories, growth in online advertising and the effect of the additional week.

In 2006, retail advertising, which represented 48% of the Group's advertising revenues, increased due to growth in home improvement advertising and gains in a number of other retail categories offset by softness in telecommunications and department store advertising. Classified advertising, which represented 43% of the Group's advertising revenues, increased as strong growth in real estate advertising and the additional week offset weakness in automotive and help-wanted advertising.

Advertising revenues were higher in 2005 than 2004 mainly due to increases in the help-wanted classified and retail advertising categories and the growth in our online revenues partially offset by lower automotive classified advertising revenues.

In 2005, retail advertising, which represented 49% of the Group's advertising revenues, increased as strength in home furnishing advertising and gains in a number of other retail categories offset weakness in grocery store and department store advertising. Classified advertising, which represented 42% of the Group's advertising revenues, increased as growth in help-wanted and real estate advertising offset weakness in automotive advertising.

Circulation Revenue

Circulation revenue is based on the number of copies sold and the subscription rates charged to customers. Circulation revenues increased in 2006 primarily as a result of the increase in home delivery rates at The New York Times and the effect of the additional week in fiscal 2006, partially offset by fewer copies sold. At the New England Media Group, circulation revenues decreased primarily due to lower volume. At the Regional Media Group, circulation revenues increased primarily due to the effect of the additional week.

Circulation revenues in 2005 decreased slightly compared with 2004 mainly due to a decrease in copies sold at the Globe. Circulation revenues at The New York Times Media Group and Regional Media Group were flat in 2005 compared with 2004.

Other Revenues

Other revenues increased in 2006 primarily due to the introduction of TimesSelect, a fee-based product that charges non-print subscribers for access to our columnists and archives, increased revenues from wholesale delivery operations and revenues from Baseline, which we acquired in August 2006.

In 2005, other revenues decreased compared to 2004, primarily due to lower revenues from wholesale delivery operations.

About.com

In 2006, its first full year under our ownership, About.com's revenue increased 82.5% from 2005, which reflected revenues from the acquisition date (March 18, 2005). The increase was due to the inclusion of a full year of revenues as well as an increase in display, cost-per-click advertising revenues and other revenues.

Results of Operations – THE NEW YORK TIMES COMPANY P.33



Costs and Expenses

Below is a chart of our consolidated costs and expenses. The information for 2005 and 2004 reflects the restatement described above.

Components of Consolidated
Costs and Expenses
  Consolidated Costs and Expenses
as a Percentage of Revenues
 
   

 

Costs and expenses were as follows:

        % Change  
(In millions)   2006   2005
(Restated)
  2004
(Restated)
  06-05   05-04
(Restated)
 
Production costs:  
Raw materials   $ 330.8     $ 321.1     $ 296.6       3.0       8.3    
Wages and benefits     665.3       652.2       635.1       2.0       2.7    
Other     533.4       495.6       475.0       7.6       4.3    
Total production costs     1,529.5       1,468.9       1,406.7       4.1       4.4    
Selling, general and
administrative expenses
    1,466.6       1,442.7       1,290.1       1.7       11.8    
Total costs and expenses   $ 2,996.1     $ 2,911.6     $ 2,696.8       2.9       8.0    

 

Production Costs

Total production costs in 2006 increased 4.1% ($60.6 million) compared to 2005 primarily due to higher depreciation expense ($22.3 million), compensation-related expenses ($13.1 million), editorial and outside printing costs ($11.7 million) and raw materials expense ($9.7 million). Increases in editorial and outside printing costs and newsprint expense were primarily due to the effect of the additional week in our fiscal year 2006. The additional week contributed a total of approximately $31.7 million in additional production costs. Depreciation expense increased due to the accelerated depreciation for certain assets at our Edison, N.J., printing plant, which we are in the process of closing. Newsprint expense rose 2.2% in 2006 compared with 2005 due to an 8.9% increase from higher prices partially offset by a 6.7% decrease from lower consumption.

Total production costs in 2005 were unfavorably affected by the acquisition of About.com and incremental stock-based compensation expense resulting from the adoption of FAS 123-R. Total production costs increased 4.4% ($62.2 million) in 2005 compared with 2004 primarily due to increased raw materials expense ($24.5 million), compensation-related expenses ($17.1 million) and outside printing costs ($12.6 million). Newsprint expense rose 6.7% in 2005 compared with 2004, due to an 8.0% increase from higher prices partially offset by a 1.3% decrease from lower consumption.

Selling, General and Administrative Expenses

Total selling, general and administrative expenses ("SGA") increased 1.7% ($23.9 million) primarily due to increased compensation-related expenses ($19.8 million), distribution and promotion expenses ($15.8 million) and depreciation and amortization expense ($4.5 million), which were partially offset by lower staff reduction expenses ($25.0 million). Increases in compensation-related expenses were primarily due to higher incentive and benefit costs

P. 34 2006 ANNUAL REPORT – Results of Operations



partially offset by savings due to staff reductions. The additional week contributed approximately $5.1 million in additional SGA expenses.

In 2005, SGA expenses increased 11.8% ($152.6 million) compared with 2004 primarily due to increased staff reduction expenses ($54.6 million), incremental stock-based compensation expense ($24.8 million) as a result of the adoption of FAS 123-R, distribution expense ($21.8 million), promotion expense ($19.3 million) and expenses from About.com, which was acquired in March 2005.

The following table sets forth consolidated costs and expenses by reportable segment, Corporate and the Company as a whole.

        % Change  
(In millions)   2006   2005   2004   06-05   05-04  
Costs and expenses  
News Media Group   $ 2,892.5     $ 2,826.5     $ 2,648.3       2.3       6.7    
About.com (from March 18, 2005)     49.4       32.3             53.1       N/A    
Corporate     54.2       52.8       48.5       2.6       8.8    
Total   $ 2,996.1     $ 2,911.6     $ 2,696.8       2.9       8.0    

 

News Media Group

In 2006, costs for the News Media Group increased 2.3% ($66.0 million) compared to 2005 primarily due to increased compensation-related expenses ($29.3 million), depreciation and amortization expense ($24.4 million), and outside printing and distribution expense ($20.4 million), which were partially offset by lower staff reduction costs ($22.9 million). Increases in compensation-related expenses were primarily due to higher incentive and benefit costs partially offset by savings due to staff reductions. Depreciation expense increased primarily due to the accelerated depreciation for certain assets at our Edison, N.J., printing plant, which we are in the process of closing ($20.8 million).

In 2005, costs and expenses for the News Media Group increased 6.7% ($178.3 million) due to staff reduction expenses ($53.5 million) and the recognition of stock-based compensation (21.9 million) expense as well as increased distribution ($22.2 million), promotion and outside printing expenses ($32.6 million), mainly because of circulation initiatives, and higher newsprint ($24.5 million) and compensation-related expense ($14.5 million).

About.com

Costs and expenses for About.com increased 53.1% from $32.3 million to $49.4 million primarily due to higher compensation-related expenses ($5.2 million), and editorial costs ($4.3 million). Additionally, 2006 reflected costs for the entire year, while 2005 only included costs from the date of acquisition.

Corporate

Costs and expenses for Corporate increased in 2006 compared with 2005 primarily due to increased compensation-related expenses partially offset by decreases in professional fees.

Costs and expenses for Corporate increased in 2005 compared with 2004 primarily due to increased compensation-related expenses (including stock-based compensation).

Depreciation and Amortization

Consolidated depreciation and amortization by reportable segment, Corporate and the Company as a whole, were as follows:

        % Change  
(In millions)   2006   2005   2004   06-05   05-04  
Depreciation and Amortization  
News Media Group   $ 143.7     $ 119.3     $ 124.6       20.4       (4.3 )  
About.com (from March 18, 2005)     11.9       9.2             30.1       N/A    
Corporate     6.7       7.0       9.4       (4.0 )     (25.6 )  
Total Depreciation and
Amortization
  $ 162.3     $ 135.5     $ 134.0       19.8       1.0    

 

Results of Operations – THE NEW YORK TIMES COMPANY P.35



In 2006, depreciation and amortization increased compared to 2005 primarily due to the accelerated depreciation for certain assets at our Edison, N.J., printing plant, which we are in the process of closing.

Impairment of Intangible Assets

Our annual impairment tests resulted in a non-cash impairment charge of $814.4 million ($735.9 million after tax, or $5.09 per share) related to the write-down of intangible assets of the New England Media Group. The New England Media Group, which includes the Globe, Boston.com and the Worcester Telegram & Gazette, is part of our News Media Group reportable segment. The majority of the charge is not tax deductible because the 1993 acquisition of the Globe was structured as a tax-free stock transaction. The impairment charge, which is included in the line item "Impairment of intangible assets" in our 2006 Consolidated Statement of Operations, is presented below by intangible asset:

(In millions)   Pre-tax   Tax   After-tax  
Goodwill   $ 782.3     $ 65.0     $ 717.3    
Customer list     25.6       10.8       14.8    
Newspaper masthead     6.5       2.7       3.8    
Total   $ 814.4     $ 78.5     $ 735.9    

 

The impairment of the intangible assets mainly resulted from declines in current and projected operating results and cash flows of the New England Media Group due to, among other factors, advertiser consolidations in the New England area and increased competition with online media. These factors resulted in the carrying value of the intangible assets being greater than their fair value, and therefore a write-down to fair value was required.

The fair value of 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 two market approach models (a multiple of various metrics based on comparable businesses and market transactions).

The fair value of the customer list and masthead was calculated by estimating the present value of future cash flows associated with each asset.

Gain on Sale of Assets

In the first quarter of 2005, we recognized a pre-tax gain of $122.9 million from the sale of our existing New York City headquarters as well as property in Florida.

Operating Profit

Consolidated operating profit by reportable segment, Corporate and the Company as a whole, were as follows:

        % Change  
(In millions)   2006   2005
(Restated)
  2004
(Restated)
  06-05   05-04
(Restated)
 
Operating Profit (Loss):  
News Media Group   $ 317.2     $ 360.6     $ 511.1       (12.1 )     (29.4 )  
About.com (from March 18, 2005)     30.8       11.7             *       N/A    
Corporate     (54.2 )     (52.7 )     (48.5 )     2.6       8.8    
Impairment of intangible assets     (814.4 )                 N/A       N/A    
Gain on sale of assets           122.9             N/A       N/A    
Total Operating
(Loss)/Profit
  $ (520.6 )   $ 442.5     $ 462.6       *       (4.3 )  

 

*  Represents an increase or decrease in excess of 100%.

We discuss the reasons for the year-to-year changes in each segment's and Corporate's operating profit in the "Revenues" and "Costs and Expenses" sections above.

NON-OPERATING ITEMS

Net Income/(Loss) from Joint Ventures

We have investments in Metro Boston, two paper mills (Malbaie and Madison) and NESV, which are accounted for under the equity method. Our proportionate share of these investments is recorded in "Net income from joint ventures" in our Consolidated Statements of Operations. See Note 7 of the Notes to the Consolidated Financial Statements for additional information regarding these investments. In October 2006, we sold our 50% ownership interest in Discovery Times Channel, a digital cable channel, for $100 million, resulting in a pre-tax loss of $7.8 million.

P. 36 2006 ANNUAL REPORT – Results of Operations



Net income from joint ventures increased in 2006 to $19.3 million from $10.1 million in 2005. While 2006 included a loss of $7.8 million from the sale of our interest in Discovery Times Channel, it was more than offset by higher results from all of our equity investments.

We recorded income from joint ventures of $10.1 million in 2005 and $0.2 million in 2004. The increase in 2005 was primarily due to improved performance at Discovery Times Channel and NESV.

Interest Expense, Net

Interest expense, net, was as follows:

(In millions)   2006   2005   2004  
Interest expense   $ 73.5     $ 60.0     $ 51.4    
Loss from extinguishment
of debt
          4.8          
Interest income     (7.9 )     (4.4 )     (2.4 )  
Capitalized interest     (14.9 )     (11.2 )     (7.2 )  
Interest expense, net   $ 50.7     $ 49.2     $ 41.8    

 

"Interest expense, net" increased in 2006 compared with 2005 and in 2005 compared with 2004 due to higher levels of debt outstanding and higher short-term interest rates. The increases were partially offset by higher levels of capitalized interest related to our new headquarters as well as higher interest income. Interest income was primarily related to funds we advanced on behalf of our development partner for the construction of our new headquarters.

Other Income

"Other income" in our Consolidated Statements of Operations includes the following items:

(In millions)   2005   2004  
Non-compete agreement   $ 4.2     $ 5.0    
Advertising credit           3.2    
Other income   $ 4.2     $ 8.2    

 

We entered into a five-year $25 million non-compete agreement in connection with the sale of the Santa Barbara News-Press in 2000. This income was recognized on a straight-line basis over the life of the agreement, which ended in October 2005. The advertising credit relates to credits for advertising that we issued that were not used within the allotted time by the advertiser.

Income Taxes

In 2006, the effective income tax rate was 3.0% because the majority of the non-cash impairment charge of $814.4 million at the New England Media Group is non-deductible for tax purposes. Excluding the non-cash charge, the effective income tax rate would have been 36.2% in 2006 compared with 40.2% in 2005 and 38.1% in 2004. The decrease in the effective income tax rate in 2006 compared to 2005 is primarily due to non-taxable income related to our retiree drug subsidy and higher non-taxable income from our corporate-owned life insurance plan. The increase in the effective income tax rate in 2005 compared to 2004 is primarily due to the tax effect of the gain from selling our current headquarters in 2005.

Discontinued Operations

In January 2007, we entered into an agreement to sell our Broadcast Media Group, consisting of nine network-affiliated television stations, their Web sites and the digital operating center, for $575 million in cash. This decision was a result of our ongoing analysis of our business portfolio and will allow us to place an even greater emphasis on developing and integrating our print and growing digital resources. The transaction is subject to regulatory approvals and is expected to close in the first half of 2007.

In accordance with the provisions of FAS No. 144, Accounting for the Impairment of Long-Lived Assets ("FAS 144"), the Broadcast Media Group's results of operations are presented as discontinued operations and certain assets and liabilities are classified as held for sale for all periods presented in our Consolidated Financial Statements. The results of operations presented as discontinued operations are summarized below.

See Note 5 of the Notes to the Consolidated Financial Statements for additional information regarding discontinued operations.

(In millions)   2006   2005   2004  
Revenues   $ 156.8     $ 139.0     $ 145.6    
Total costs and
expenses
    115.4       111.9       107.2    
Pre-tax income     41.4       27.1       38.4    
Income taxes     16.7       11.1       15.7    
Cumulative effect of a
change in accounting
principle, net of
income taxes
          (0.3 )        
Discontinued
operations, net
of income taxes
  $ 24.7     $ 15.7     $ 22.7    

 

Cumulative Effect of a Change in Accounting Principle

In March 2005, the FASB issued FASB Interpretation No. ("FIN") 47, Accounting for Conditional Asset Retirement Obligations—an Interpretation of FASB

Results of Operations – THE NEW YORK TIMES COMPANY P.37



Statement No. 143 ("FIN 47"). FIN 47 requires an entity to recognize a liability for the fair value of a conditional asset retirement obligation if the fair value can be reasonably estimated. FIN 47 was effective no later than the end of fiscal year ending after December 15, 2005. We adopted FIN 47 effective December 2005 and accordingly recorded an after tax charge of $5.5 million or $.04 per diluted share ($9.9 million pre-tax) as a cumulative effect of a change in accounting principle in our Consolidated Statement of Operations. A portion of the 2005 charge has been reclassified to conform to the 2006 presentation of the Broadcast Media Group as a discontinued operation.

See Note 8 of the Notes to the Consolidated Financial Statements for additional information regarding the cumulative effect of this accounting change.

LIQUIDITY AND CAPITAL RESOURCES

Overview

The following table presents information about our financial position as of December 2006 and December 2005.

Financial Position Summary  
(In millions)   2006   2005
(Restated)
  % Change
06-05
 
Cash and cash equivalents   $ 72.4     $ 44.9       61.1    
Short-term debt(1)     650.9       498.1       30.7    
Long-term debt(1)     795.0       898.3       (11.5 )  
Stockholders' equity     819.8       1450.8       (43.5 )  
Ratios:                          
Total debt to total capitalization     64 %     49 %     30.6    
Current ratio     .91       .95       (4.2 )  

 

(1)  Short-term debt includes the current portion of long-term debt (none in 2005), commercial paper outstanding and current portion of capital lease obligations and, in 2006, a construction loan discussed below. Long-term debt also includes the long-term portion of capital lease obligations.

In 2007 we expect our cash balance, cash provided from operations, and available third-party financing, described below, to be sufficient to meet our normal operating commitments and debt service requirements, to fund planned capital expenditures, to pay dividends to our stockholders, to repurchase shares of our Class A Common Stock and to make contributions to our pension plans. In addition, we expect to use the proceeds from the sales of the Broadcast Media Group and WQEW to reduce our debt, which will increase our borrowing capacity in the future for potential acquisitions, investments or capital projects.

We repurchase Class A Common Stock under our stock repurchase program from time to time either in the open market or through private transactions. These repurchases may be suspended from time to time or discontinued. In 2006 we repurchased 2.2 million shares of Class A Common Stock at a cost of approximately $51 million, and in 2005 we repurchased 1.7 million shares of Class A Common Stock at a cost of approximately $57 million.

For the June 2006 dividend on our Class A and Class B Common Stock, the Board of Directors authorized a $.01 per share increase in the quarterly dividend on our Class A and Class B Common Stock to $.175 per share from $.165 per share. Subsequent quarterly dividend payments in September and December 2006 were also made at this rate. We paid dividends of approximately $100 million in 2006, $95 million in 2005 and $90 million in 2004.

In 2006 and 2005 we made contributions of $15.3 million and $54.0 million, respectively to our qualified pension plans.

Plant Consolidation

In July 2006, we announced plans to consolidate our New York metro area printing into our newer facility in College Point, N.Y., and to close our older Edison, N.J., facility. We expect to save $30 million in lower operating costs annually and to avoid the need for approximately $50 million in capital investment at the Edison facility over the next 10 years. We expect to incur capital expenditures of $135 million related to the plant consolidation. We have identified total costs to close the Edison facility in the range of $104 million to $128 million, principally consisting of accelerated depreciation charges, as well as staff reduction charges and plant restoration costs. We expect to exit the facility in the second quarter of 2008 and, depending on the disposition of the property, may recognize additional charges with respect to our lease, which continues through 2018.

P.38 2006 ANNUAL REPORT – Liquidity and Capital Resources




New Headquarters Building

We are nearing completion of our new headquarters building in New York City (the "Building"), which we expect to occupy in the second quarter of 2007. In August 2006, the Building was converted to a leasehold condominium, and one of our wholly owned subsidiaries ("NYT") and a subsidiary of Forest City Ratner Companies ("FC"), our development partner, each acquired ownership of its respective leasehold condominium units. See Note 19 of the Notes to the Consolidated Financial Statements for additional information regarding the Building.

Before the Building was converted to a leasehold condominium, the leasehold interest in the Building was held by a limited liability company in which NYT and FC are members (the "Building Partnership"). Because the Company has a majority interest in the Building Partnership, FC's interest in the Building was consolidated in our financial statements. As a result of the Building's conversion to a leasehold condominium, the Building Partnership no longer holds any leasehold interest in the Building, and FC's condominium units and capital expenditures (see below) are no longer consolidated in our financial statements.

Actual and anticipated capital expenditures in connection with the Building, including both core and shell and interior construction costs, are detailed in the table below.

Capital Expenditures

(In millions)   NYT  
2001-2006    $ 434    
2007    $ 170-$190    
Total   $ 604-$624    
Less: net sale proceeds(1)   $ 106    
Total, net of sale proceeds   $ 498-$518 (2)   

 

(1)  Represents cash proceeds from the sale of our existing headquarters, net of income taxes and transaction costs.

(2)  Includes estimated capitalized interest and salaries of $40 to $50 million.

FC's capital expenditures were consolidated in our financial statements through August 2006, when the Building was converted to a leasehold condominium. FC's actual capital expenditures from 2001, the beginning of the project, through August 2006 were approximately $239 million.

In addition to other sources of liquidity described below under "– Third-Party Financing," our investment in the Building also represents a potential source of funding for us. After substantial completion, which we expect will be in the third quarter of 2007, we may consider whether to enter into financing arrangements for our condominium interest, such as mortgage financing. The decision of whether or not to do so will depend upon our capital requirements, market conditions and other factors.

Capital Resources

Sources and Uses of Cash

Cash flows by category were as follows:

    % Change  
(In millions)   2006   2005
(Restated)
  2004
(Restated)
  06-05   05-04
(Restated)
 
Operating activities   $ 422.3     $ 294.3     $ 444.0       43.5       (33.7 )  
Investing activities   $ (288.7 )   $ (495.5 )   $ (192.1 )     (41.7 )     *    
Financing activities   $ (106.2 )   $ 204.4     $ (249.2 )     *       *    

 

*  Represents an increase or decrease in excess of 100%.

Liquidity and Capital Resources – THE NEW YORK TIMES COMPANY P.39



Our current priorities for use of cash are:

  Investing in high-return capital projects that will improve operations, increase revenues and reduce costs,

–  Construction of the Building,

–  Making acquisitions and investments that are both financially and strategically sound,

–  Reducing our debt to allow for financing flexibility in the future,

–  Providing our shareholders with a competitive dividend, and

–  Repurchasing our stock.

Operating Activities

The primary source of our liquidity is cash flows from operating activities. The key component of operating cash flow is cash receipts from advertising customers. Advertising has provided approximately 65% of total revenues over the past three years. Operating cash inflows also include cash receipts from circulation sales and other revenue transactions such as TimesSelect, wholesale delivery operations, news services, direct marketing, digital archives, and commercial printing. Operating cash outflows include payments to vendors for raw materials, services and supplies, payments to employees, and payments of interest and income taxes.

Net cash provided by operating activities increased approximately $128 million in 2006 compared with 2005. In 2006, accounts receivable collections were higher than in 2005 due to the additional week in our 2006 fiscal year, which resulted in increased collections from our customers. In 2005, we paid higher income taxes related to the gain on the sale of our current headquarters and made higher pension contributions to our qualified pension plans. Our contributions to our qualified pension plans decreased in 2006 primarily due to an increase in interest rates and better performance of our pension assets.

Net cash provided by operating activities decreased in 2005 primarily due to lower cash earnings. In 2005, while revenues increased approximately 2% over 2004, this increase was more than offset by an 8% increase in costs and expenses. In addition, income taxes paid were higher in 2005 compared with 2004 due to the gain on the sale of our current headquarters.

Investing Activities

Cash from investing activities generally includes proceeds from the sale of assets or a business. Cash used in investment activities generally includes payments for the acquisition of new businesses, equity investments and capital expenditures.

Net cash used in investing activities decreased in 2006 compared with 2005, primarily due to lower acquisition activity. In 2006 we acquired Baseline and Calorie-Count for approximately $35 million and in 2005 we acquired About.com, KAUT-TV and North Bay Business Journal for approximately $438 million. In 2005, we also received proceeds of approximately $183 million from the sale of our current New York headquarters and property in Sarasota, Fla. In 2006, we received $100 million from the sale of our 50% ownership interest in Discovery Times Channel, and we had additional capital expenditures primarily related to the construction of the Building.

Net cash used in investing activities increased in 2005 compared with 2004 primarily due to the acquisitions and investment made in 2005 partially offset by proceeds from the sale of assets.

Capital expenditures (on an accrual basis) were $358.4 million in 2006, $229.5 million in 2005 and $211.2 million in 2004. The 2006, 2005 and 2004 amounts include costs related to the Building of approximately $192 million, $87 million and $58 million as well as our development partner's costs, of $55 million, $54 million and $42 million, respectively. See Note 19 of the Notes to the Consolidated Financial Statements for additional information regarding the Building.

Financing Activities

Cash from financing activities generally includes borrowings under our commercial paper program, the issuance of long-term debt and funds from stock option exercises. Cash used in financing activities generally includes the repayment of commercial paper and long-term debt, the payment of dividends and the repurchase of our Class A Common Stock.

Net cash used in financing activities in 2006 was primarily for the payment of dividends ($100.1 million), the repayment of commercial paper borrowings ($74.4 million) and stock repurchases ($52.3 million), which were partially offset by borrowings under a construction loan, attributable to our development partner, in connection with the construction of the Building. See Note 19 of the Notes to the Consolidated Financial Statements.

Net cash provided by financing activities in 2005 was primarily from the issuance of commercial paper and long-term debt ($658.6 million) to finance the acquisition of About.com, partially offset by the repayment of long-term debt ($323.5 million), the

P.40 2006 ANNUAL REPORT – Liquidity and Capital Resources



payment of dividends ($94.5 million) and stock repurchases ($57.4 million). In 2004, net cash used in financing activities was primarily due to stock repurchases ($293.2 million) and the payment of dividends ($90.1 million).

See our Consolidated Statements of Cash Flows for additional information on our sources and uses of cash.

Third-Party Financing

We have the following financing sources available to supplement cash flows from operations:

  a commercial paper facility,

  revolving credit agreements and

  medium-term notes.

Total unused borrowing capacity under all financing arrangements was $572.1 million as of December 2006.

Our total debt, including commercial paper, capital lease obligations, and a construction loan, was $1.4 billion as of December 2006 and 2005. See Note 9 of the Notes to the Consolidated Financial Statements for additional information.

Our short- and long-term debt is rated investment grade by the major rating agencies. In May 2006, Moody's Investors Service lowered its rating on our long-term debt to Baa1 from A2 and lowered its rating on our short-term debt to P2 from P1. In July 2006, Standard and Poor's lowered its rating on our long-term debt to A- from A and lowered its rating on our short-term debt to A-2 from A-1. In December 2006, Standard and Poor's lowered its rating on our long-term debt and senior unsecured debt to BBB+ from A-. We have no liabilities subject to accelerated payment upon a ratings downgrade and do not expect the downgrades of our long-term and short-term debt ratings to have any material impact on our ability to borrow. However, as a result of these downgrades, we may incur higher borrowing costs for any future long-term and short-term issuances. We do not currently expect these to be significant.

Commercial Paper

Our liquidity requirements are primarily funded through the issuance of commercial paper. In the third quarter of 2006, we increased the amount available under our commercial paper program, which is supported by the revolving credit agreements described below, to $725 million from $600 million. Our commercial paper is unsecured and can have maturities of up to 270 days.

We had $422.0 million in commercial paper outstanding as of December 2006, with a weighted average interest rate of 5.5% per annum and an average of 63 days to maturity from original issuance. We had $496.5 million in commercial paper outstanding as of December 2005, with a weighted average interest rate of 4.3% per annum and an average of 53 days to maturity from original issuance.

Revolving Credit Agreements

The primary purpose of our $800 million revolving credit agreements is to support our commercial paper program. In addition, these revolving credit agreements provide a facility for the issuance of letters of credit. In June 2006, we replaced our $270 million multi-year credit agreement with a $400 million credit agreement maturing in June 2011. Of the total $800.0 million available under the two revolving credit agreements ($400 million credit agreement maturing in May 2009 and $400 million credit agreement maturing in June 2011), we have issued letters of credit of approximately $31 million. The remaining balance of approximately $769 million supports our commercial paper program discussed above. There were no borrowings outstanding under the revolving credit agreements as of December 2006.

Any borrowings under the revolving credit agreements bear interest at specified margins based on our credit rating, over various floating rates selected by us.

The revolving credit agreements contain a covenant that requires specified levels of stockholders' equity (as defined in the agreements). The amount of stockholders' equity in excess of the required levels was approximately $618 million as of December 2006. The lenders under the revolving credit agreements have waived, effective December 31, 2006, any defaults that may have arisen under the agreements due to inclusion in previously issued financial statements of the reporting errors that led to the restatement described above and in Note 2 of the Notes to the Consolidated Financial Statements.

Medium-Term Notes

Our liquidity requirements may also be funded through the public offer and sale of notes under our $300.0 million medium-term note program. As of December 2006, we had issued $75.0 million of medium-term notes under this program. Under our current effective shelf registration, $225.0 million of medium-term notes may be issued from time to time.

Construction Loan

Until January 2007, we were a co-borrower under a $320 million non-recourse construction loan in connection with the construction of the Building. We did not draw down on the construction loan, which is being used by our development partner. However, as a co-borrower, we were required to record the amount outstanding of the construction loan on our financial statements. We also recorded a receivable

Liquidity and Capital Resources – THE NEW YORK TIMES COMPANY P.41



due from our development partner for the same amount outstanding under the construction loan. As of December 2006, $124.7 million was outstanding under the construction loan. See Notes 9 and 19 of the Notes to the Consolidated Financial Statements for additional information. In January 2007, through an amendment to the construction loan, we were released as a co-borrower, although the construction lender remains obligated to continue to fund the balance of the construction loan required to complete construction of the Building. See Note 20 of the Notes to the Consolidated Financial Statements.

Contractual Obligations

The information provided is based on management's best estimate and assumptions as of December 2006. Actual payments in future periods may vary from those reflected in the table.

    Payment due in  
(In millions)   Total   2007   2008-2009   2010-2011   Later Years  
Long-term debt(1)   $ 825.5     $ 102.0     $ 148.5     $ 250.0     $ 325.0    
Capital leases(2)     119.7       7.9       18.7       19.1       74.0    
Operating leases(2)     86.9       19.4       19.8       12.5       35.2    
Benefit plans(3)     984.3       82.0       169.1       180.9       552.3    
Total   $ 2,016.4     $ 211.3     $ 356.1     $ 462.5     $ 986.5    

 

(1)  Excludes commercial paper of $422.0 million as of December 2006. This amount will be paid in 2007. See Note 9 of the Notes to the Consolidated Financial Statements for additional information related to our commercial paper program and long-term debt.

(2)  See Note 19 of the Notes to the Consolidated Financial Statements for additional information related to our capital and operating leases.

(3)  Includes estimated benefit payments, net of plan participant contributions, under our sponsored pension and postretirement plans. The liabilities related to both plans are included in "Pension benefits obligation" and "Postretirement benefits obligation" in our Consolidated Balance Sheets. Payments included in the table above have been estimated over a ten-year period; therefore the amounts included in the "Later Years" column include payments for the period of 2011-2015. While benefit payments under these plans are expected to continue beyond 2015, we believe that an estimate beyond this period is unreasonable. See Notes 12 and13 of the Notes to the Consolidated Financial Statements for additional information related to our pension and postretirement plans.

In addition to the pension and postretirement liabilities included in the table above, "Other Liabilities-Other" in our Consolidated Balance Sheets include liabilities related to i) deferred compensation, primarily consisting of our deferred executive compensation plan (the "DEC plan"), ii) tax contingencies and iii) various other liabilities. These liabilities are not included in the table above primarily because the future payments are not determinable. The DEC plan enables certain eligible executives to elect to defer a portion of their compensation on a pre-tax basis. While the deferrals are initially for a period of a minimum of two years (after which time taxable distributions must begin), the executive has the option to extend the deferral period. Therefore, the future payments under the DEC plan are not determinable. Our tax contingency liability is related to various current and potential tax audit issues. This liability is determined based on our estimate of whether additional taxes will be due in the future. Any additional taxes due will be determined only upon the completion of current and future tax audits, and the timing of such payments, which are not expected within one year, cannot be determined. See Note 14 of the Notes to the Consolidated Financial Statements for additional information on "Other Liabilities-Other."

We have a contract with a major paper supplier to purchase newsprint. The contract requires us to purchase annually the lesser of a fixed number of tons or a percentage of our total newsprint requirement at market rate in an arms-length transaction. Since the quantities of newsprint purchased annually under this contract are based on our total newsprint requirement, the amount of the related payments for these purchases are excluded from the table above.

Off-Balance Sheet Arrangements

We have outstanding guarantees on behalf of a third party that provides circulation customer service, telemarketing and home-delivery services for The Times and the Globe and on behalf of third parties that provide printing and distribution services for The Times's National Edition. As of December 2006, the aggregate potential liability under these guarantees was approximately $30 million. See Note 19 of the Notes to the Consolidated Financial Statements for additional information regarding our guarantees as well as our commitments and contingent liabilities.

CRITICAL ACCOUNTING POLICIES

Our Consolidated Financial Statements are prepared in accordance with GAAP. The preparation of these financial statements requires management to make

P.42 2006 ANNUAL REPORT – Critical Accounting Policies



estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements for the periods presented.

We continually evaluate the policies and estimates we use to prepare our Consolidated Financial Statements. In general, management's estimates are based on historical experience, information from third-party professionals and various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results may differ from those estimates made by management.

We believe our critical accounting policies include our accounting for long-lived assets, retirement benefits, stock-based compensation, income taxes, self-insurance liabilities and accounts receivable allowances. Additional information about these policies can be found in Note 1 of the Notes to the Consolidated Financial Statements. Specific risks related to our critical accounting policies are discussed below.

Long-Lived Assets

Goodwill and other intangible assets not amortized are tested for impairment in accordance with FAS No. 142, Goodwill and Other Intangible Assets ("FAS 142"), and all other long-lived assets are tested for impairment in accordance with FAS 144.

Long-Lived Assets

(In millions)   2006   2005
(Restated)
 
Long-lived assets   $ 2,160     $ 2,977    
Total assets     3,856     $ 4,564    
Percentage of long-lived assets
to total assets
    56 %     65 %  

 

The impairment analysis is considered critical to our segments because of the significance of long-lived assets to our Consolidated Balance Sheets.

We evaluate whether there has been an impairment of goodwill or intangible assets not amortized on an annual basis or if certain circumstances indicate that a possible impairment may exist. All other long-lived assets are tested for impairment if certain circumstances indicate that a possible impairment exists. We test for goodwill impairment at the reporting unit level as defined in FAS 142. This test is a two-step process. The first step of the goodwill impairment test, used to identify potential impairment, compares the fair value of the reporting unit with its carrying amount, including goodwill. If the fair value, which is based on future cash flows, exceeds the carrying amount, goodwill is not considered impaired. If the carrying amount exceeds the fair value, the second step must be performed to measure the amount of the impairment loss, if any. The second step compares the fair value of the reporting unit's goodwill with the carrying amount of that goodwill. An impairment loss would be recognized in an amount equal to the excess of the carrying amount of the goodwill over the fair value of the goodwill. In the fourth quarter of each year, we evaluate goodwill on a separate reporting unit basis to assess recoverability, and impairments, if any, are recognized in earnings.

Intangible assets that are not amortized (e.g., mastheads and FCC licenses) are tested for impairment at the asset level by comparing the fair value of the asset with its carrying amount. If the fair value, which is based on future cash flows, exceeds the carrying amount, the asset is not considered impaired. If the carrying amount exceeds the fair value, an impairment loss would be recognized in an amount equal to the excess of the carrying amount of the asset over the fair value of the asset.

All other long-lived assets (intangible assets that are amortized, such as a subscriber list, and property, plant and equipment) are tested for impairment at the asset level associated with the lowest level of cash flows. An impairment exists if the carrying value of the asset is i) not recoverable (the carrying value of the asset is greater than the sum of undiscounted cash flows) and ii) is greater than its fair value.

The significant estimates and assumptions used by management in assessing the recoverability of long-lived assets are estimated future cash flows, present value discount rate, as well as other factors. Any changes in these estimates or assumptions could result in an impairment charge. The estimates of future cash flows, based on reasonable and supportable assumptions and projections, require management's subjective judgment. Depending on the assumptions and estimates used, the estimated future cash flows projected in the evaluations of long-lived assets can vary within a range of outcomes.

In addition to the testing above, which is done on an annual basis, management uses certain indicators to evaluate whether the carrying value of its long-lived assets may not be recoverable, such as i) current-period operating or cash flow declines combined with a history of operating or cash flow declines or a projection/forecast that demonstrates continuing declines in the cash flow of an entity or inability of an entity to improve its operations to forecasted levels and ii) a significant adverse change in the business climate, whether structural or technological, that could affect the value of an entity.

Management has applied what it believes to be the most appropriate valuation methodology for each of its reporting units.

Critical Accounting Policies – THE NEW YORK TIMES COMPANY P.43



Retirement Benefits

Our pension plans and postretirement benefit plans are accounted for using actuarial valuations required by FAS No. 87, Employers' Accounting for Pensions ("FAS 87"), FAS No. 106, Employers' Accounting for Postretirement Benefits Other Than Pensions ("FAS 106"), and FAS No. 158, Employers' Accounting for Defined Benefit Pension and Other Postretirement Plans ("FAS 158").

We adopted FAS 158 as of December 31, 2006. FAS 158 requires an entity to recognize the funded status of its defined benefit plans – measured as the difference between plan assets at fair value and the benefit obligation – on the balance sheet and to recognize changes in the funded status, that arise during the period but are not recognized as components of net periodic benefit cost, within other comprehensive income, net of income taxes.

As of December 31, 2006, our pension obligation was approximately $390 million (net of a pension asset of approximately $8 million), including approximately $142 million, representing the underfunded status of our qualified pension plans, and approximately $248 million, representing the unfunded status of our non-qualified pension plans. Of the total net pension obligation, approximately $322 million is recorded through accumulated other comprehensive income, of which approximately $310 million represents unrecognized actuarial losses and approximately $12 million represents unrecognized prior service costs.

As of December 31, 2006, our postretirement obligation was approximately $270 million, representing the unfunded status of our postretirement plans. Approximately $4 million of income is recorded through accumulated other comprehensive income, of which approximately $81 million represents unrecognized prior service credits, partially offset by approximately $77 million of unrecognized actuarial losses.

The amounts recorded within accumulated other comprehensive income will be recognized through pension or postretirement expense in future periods. See Notes 12 and 13 of the Notes to the Consolidated Financial Statements for additional information.

Pension & Postretirement Liabilities

(In millions)   2006   2005
(Restated)
 
Pension & postretirement
liabilities
  $ 668     $ 649    
Total liabilities   $ 3,030     $ 2,924    
Percentage of pension &
postretirement liabilities
to total liabilities
    22 %     22 %  

 

We consider accounting for retirement plans critical to all of our operating segments because management is required to make significant subjective judgments about a number of actuarial assumptions, which include discount rates, health-care cost trend rates, salary growth, long-term return on plan assets and mortality rates.

Depending on the assumptions and estimates used, the pension and postretirement benefit expense could vary within a range of outcomes and could have a material effect on our Consolidated Financial Statements.

Our key retirement benefit assumptions are discussed in further detail under "– Pension and Postretirement Benefits."

Stock-Based Compensation

We account for stock-based compensation in accordance with the fair value recognition provisions of FAS 123-R. Under the fair value recognition provisions of FAS 123-R, stock-based compensation cost is measured at the grant date based on the value of the award and is recognized as expense over the appropriate vesting period. Determining the fair value of stock-based awards at the grant date requires judgment, including estimating the expected term of stock options, the expected volatility of our stock and expected dividends. In addition, judgment is required in estimating the amount of stock-based awards that are expected to be forfeited. If actual results differ significantly from these estimates or different key assumptions were used, it could have a material effect on our Consolidated Financial Statements. See Note 16 of the Notes to the Consolidated Financial Statements for additional information regarding stock-based compensation expense.

Income Taxes

Income taxes are accounted for in accordance with FAS No. 109, Accounting for Income Taxes ("FAS 109"). Under FAS 109, income taxes are recognized for the following: i) amount of taxes payable for the current year and ii) deferred tax assets and liabilities for the future tax consequence of events that have been recognized differently in the financial statements than for tax purposes. Deferred tax assets and liabilities are established using statutory tax rates and are adjusted for tax rate changes. FAS 109 also requires that deferred tax assets be reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred tax assets will not be realized.

We consider accounting for income taxes critical to our operations because management is required to make significant subjective judgments in

P.44 2006 ANNUAL REPORT – Critical Accounting Policies



developing our provision for income taxes, including the determination of deferred tax assets and liabilities, and any valuation allowances that may be required against deferred tax assets.

In addition, we operate within multiple taxing jurisdictions and are subject to audit in these jurisdictions. These audits can involve complex issues, which could require an extended period of time to resolve. The completion of these audits could result in an increase to or a refund of amounts previously paid to the taxing jurisdictions. We do not expect the completion of these audits to have a material effect on our Consolidated Financial Statements.

Self-Insurance

We self-insure for workers' compensation costs, certain employee medical and disability benefits, and automobile and general liability claims. The recorded liabilities for self-insured risks are primarily calculated using actuarial methods. The liabilities include amounts for actual claims, claim growth and claims incurred but not yet reported. Actual experience, including claim frequency and severity as well as health-care inflation, could result in different liabilities than the amounts currently recorded. The recorded liabilities for self-insured risks were approximately $71 million as of December 2006 and $68 million as of December 2005.

Accounts Receivable Allowances

Credit is extended to our advertisers and subscribers based upon an evaluation of the customers' financial condition, and collateral is not required from such customers. We use prior credit losses as a percentage of credit sales, the aging of accounts receivable and specific identification of potential losses to establish reserves for credit losses on accounts receivable. In addition, we establish reserves for estimated rebates, rate adjustments and discounts based on historical experience.

Accounts Receivable Allowances

(In millions)   2006   2005
(Restated)
 
Accounts receivable allowances   $ 36     $ 40    
Accounts receivable-net     403       440    
Accounts receivable-gross   $ 439     $ 480    
Total current assets   $ 1,185     $ 1,015    
Percentage of accounts receivable
allowances to gross accounts
receivable
    8 %     8 %  
Percentage of net accounts
receivable to current assets
    34 %     43 %  

 

We consider accounting for accounts receivable allowances critical to all of our operating segments because of the significance of accounts receivable to our current assets and operating cash flows. If the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances might be required, which could have a material effect on our Consolidated Financial Statements.

PENSION AND POSTRETIREMENT BENEFITS

Pension Benefits

We sponsor several pension plans, and make contributions to several others that are considered multi-employer pension plans, in connection with collective bargaining agreements. These plans cover substantially all employees.

Our company-sponsored plans include qualified (funded) plans as well as non-qualified (unfunded) plans. These plans provide participating employees with retirement benefits in accordance with benefit provision formulas detailed in each plan. Our non-qualified plans provide retirement benefits only to certain highly compensated employees.

We also have a foreign-based pension plan for certain IHT 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.

Prior to the fourth quarter of 2006, a pension plan between the Company and its subsidiaries, on the one hand, and The New York Times Newspaper Guild, on the other, was accounted for as a multi-employer pension plan. We have concluded that it should have been accounted for as a single-employer pension plan and have restated prior periods to account for the plan under FAS 87. See Note 2 of the Notes to the Consolidated Financial Statements.

Pension expense is calculated using a number of actuarial assumptions, including an expected long-term rate of return on assets (for qualified plans) and a discount rate. Our methodology in selecting these actuarial assumptions is discussed below.

Long-Term Rate of Return on Assets

In determining the expected long-term rate of return on assets, we evaluated input from our investment consultants, actuaries and investment management firms, including their review of asset class return expectations, as well as long-term historical asset class returns. Projected returns by such consultants and economists are based on broad equity and bond indices. Additionally, we

Pension and Postretirement Benefits – THE NEW YORK TIMES COMPANY P.45



considered our historical 10-year and 15-year compounded returns, which have been in excess of our forward-looking return expectations.

The expected long-term rate of return determined on this basis was 8.75% in 2006. We anticipate that our pension assets will generate long-term returns on assets of at least 8.75%. The expected long-term rate of return on plan assets is based on an asset allocation assumption of 65% to 75% with equity managers, with an expected long-term rate of return on assets of 10%, and 25% to 35% with fixed income/real estate managers, with an expected long-term rate of return on assets of 6%.

Our actual asset allocation as of December 2006 was in line with our expectations. We regularly review our actual asset allocation and periodically rebalance our investments to our targeted allocation when considered appropriate.

We believe that 8.75% is a reasonable expected long-term rate of return on assets. Our plan assets had a rate of return of approximately 16% for 2006 and 12% for the three years ended December 2006.

Our determination of pension expense or income is based on a market-related valuation of assets, which reduces year-to-year volatility. This market-related valuation of assets recognizes investment gains or losses over a three-year period from the year in which they occur. Investment gains or losses for this purpose are the difference between the expected return calculated using the market-related value of assets and the actual return based on the market-related value of assets. Since the market-related value of assets recognizes gains or losses over a three-year period, the future value of assets will be affected as previously deferred gains or losses are recorded.

If we had decreased our expected long-term rate of return on our plan assets by 0.5% in 2006, pension expense would have increased by approximately $6 million in 2006 for our qualified pension plans. Our funding requirements would not have been materially affected.

See Note 12 of the Notes to the Consolidated Financial Statements for additional information regarding our pension plans.

Discount Rate

We select a discount rate utilizing a methodology that equates the plans' projected benefit obligations to a present value calculated using the Citigroup Pension Discount Curve.

The methodology described above includes producing a cash flow of annual accrued benefits as defined under the Projected Unit Cost Method as provided by FAS 87. For active participants, service is projected to the end of the current measurement date and benefit earnings are projected to the date of termination. The projected plan cash flow is discounted to the measurement date using the Annual Spot Rates provided in the Citigroup Pension Discount Curve. A single discount rate is then computed so that the present value of the benefit cash flow (on a projected benefit obligation basis as described above) equals the present value computed using the Citigroup annual rates. The discount rate determined on this basis increased to 6.00% as of December 2006 from 5.50% as of December 2005.

If we had decreased the expected discount rate by 0.5% in 2006, pension expense would have increased by approximately $15 million for our qualified pension plans and $1 million for our non-qualified pension plans. Our funding requirements would not have been materially affected.

We will continue to evaluate all of our actuarial assumptions, generally on an annual basis, including the expected long-term rate of return on assets and discount rate, and will adjust as necessary. Actual pension expense will depend on future investment performance, changes in future discount rates, the level of contributions we make and various other factors related to the populations participating in the pension plans.

Postretirement Benefits

We provide health and life insurance benefits to retired employees (and their eligible dependents) who are not covered by any collective bargaining agreements, if the employees meet specified age and service requirements. Our policy is to pay our portion of insurance premiums and claims from our assets.

In addition, we contribute to a postretirement plan under the provisions of a collective bargaining agreement. Prior to the fourth quarter of 2006, a postretirement plan between the Company and its subsidiaries, on the one hand, and The New York Times Newspaper Guild, on the other, was accounted for as a multi-employer plan. We have concluded that it should have been accounted for as a single-employer plan and have restated prior periods to account for this plan under FAS 106. See Note 2 of the Notes to the Consolidated Financial Statements.

P. 46 2006 ANNUAL REPORT – Pension and Postretirement Benefits



In accordance with FAS 106, we accrue the costs of postretirement benefits during the employees' active years of service.

The annual postretirement expense was calculated using a number of actuarial assumptions, including a health-care cost trend rate and a discount rate. The health-care cost trend rate range used to calculate the 2006 postretirement expense decreased to 5% to 10.5% from 5% to 11.5%. A 1% increase/decrease in the health-care cost trend rates range would result in an increase of approximately $4 million or a decrease of approximately $3 million in our 2006 service and interest costs, respectively, two factors included in the calculation of postretirement expense. A 1% increase/decrease in the health-care cost trend rates would result in an increase of approximately $32 million or a decrease of approximately $26 million, in our accumulated benefit obligation as of December 2006. Our discount rate assumption for postretirement benefits is consistent with that used in the calculation of pension benefits. See "– Pension Benefits" above for a discussion about our discount rate assumption.

In February 2006 we announced amendments, such as the elimination of retiree-medical benefits to new employees and the elimination of life insurance benefits to new retirees, to our postretirement benefit plans effective January 1, 2007. In addition, effective February 1, 2007 certain retirees at the New England Media Group were moved to a new benefits plan. In connection with this change, the insurance premiums were reduced with benefits comparable to that of the previous benefits plan. These changes will reduce our future obligations and expense under these plans.

See Note 13 of the Notes to the Consolidated Financial Statements for additional information regarding our postretirement plans.

RECENT ACCOUNTING PRONOUNCEMENTS

In June 2006, FASB issued FIN No. 48, Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109 ("FIN 48"), which clarifies the accounting for uncertainty in income tax positions ("tax positions"). FIN 48 requires that we recognize in our financial statements the impact of a tax position if that tax position is more likely than not of being sustained on audit, based on the technical merits of the tax position. The provisions of FIN 48 are effective as of the beginning of our 2007 fiscal year, with the cumulative effect of the change in accounting principle recorded as an adjustment to opening retained earnings. We estimate that a cumulative effect adjustment of approximately $21 to $26 million will be charged to retained earnings to increase reserves for uncertain tax positions. This estimate is subject to revision as we complete our analysis.

In September 2006, FASB issued FAS No. 157, Fair Value Measurements ("FAS 157"). FAS 157 establishes a common definition for fair value under GAAP, establishes a framework for measuring fair value and expands disclosure requirements about such fair value measurements. FAS 157 is effective for fiscal years beginning after November 15, 2007. We are currently evaluating the impact of adopting FAS 157 on our financial statements.

In February 2007, FASB issued FAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities Including an Amendment of FASB Statement No. 115 ("FAS 159"). FAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value. FAS 159 is effective for fiscal years after November 15, 2007. We are currently evaluating the impact of adopting FAS 159 on our financial statements.

Recent Accounting Pronouncements – THE NEW YORK TIMES COMPANY P.47




ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our market risk is principally associated with the following:

  Interest rate fluctuations related to our debt obligations, which are managed by balancing the mix of variable- versus fixed-rate borrowings. Based on the variable-rate debt included in our debt portfolio, a 75 basis point increase in interest rates would have resulted in additional interest expense of $3.4 million (pre-tax) in 2006 and $3.7 million (pre-tax) in 2005.

  Newsprint is a commodity subject to supply and demand market conditions. We have equity investments in two paper mills, which provide a partial hedge against price volatility. The cost of raw materials, of which newsprint expense is a major component, represented 11% of our total costs and expenses in 2006 and 2005. Based on the number of newsprint tons consumed in 2006 and 2005, a $10 per ton increase in newsprint prices would have resulted in additional newsprint expense of approximately $4 million (pre-tax) in 2006 and approximately $5 million in 2005.

  A significant portion of our employees are unionized and our results could be adversely affected if labor negotiations were to restrict our ability to maximize the efficiency of our operations. In addition, if we experienced labor unrest, our ability to produce and deliver our most significant products could be impaired.

See Notes 7, 9, 10 and 19 of the Notes to the Consolidated Financial Statements.

P. 48 2006 ANNUAL REPORT



ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

THE NEW YORK TIMES COMPANY 2006 FINANCIAL REPORT

INDEX   PAGE  
Management's Responsibilities Report     50    
Report of Independent Registered Public Accounting Firm on Consolidated
Financial Statements
    51    
Report of Independent Registered Public Accounting Firm on Internal Control Over
Financial Reporting
    52    
Consolidated Statements of Operations for the fiscal years ended December 31, 2006,
December 25, 2005 (restated) and December 26, 2004 (restated)
    54    
Consolidated Balance Sheets as of December 31, 2006 and December 25, 2005 (restated)     55    
Consolidated Statements of Cash Flows for the fiscal years ended December 31, 2006,
December 25, 2005 (restated) and December 26, 2004 (restated)
    57    
Consolidated Statements of Changes in Stockholders' Equity for the fiscal years ended
December 31, 2006, December 25, 2005 (restated) and December 26, 2004 (restated)
    59    
Notes to the Consolidated Financial Statements     62    
Quarterly Information (unaudited)     100    
Schedule II - Valuation and Qualifying Accounts for the fiscal years ended
December 31, 2006, December 25, 2005 (restated) and December 26, 2004 (restated)
    110    

 

THE NEW YORK TIMES COMPANY P.49



MANAGEMENT'S RESPONSIBILITIES REPORT

The Company's consolidated financial statements were prepared by management, who is responsible for their integrity and objectivity. The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") and, as such, include amounts based on management's best estimates and judgments.

Management is further responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. The Company's internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The Company follows and continuously monitors its policies and procedures for internal control over financial reporting to ensure that this objective is met (see "Management's Report on Internal Control Over Financial Reporting" in "Item 9A – Controls and Procedures").

The consolidated financial statements were audited by Deloitte & Touche LLP, an independent registered public accounting firm. Their audit was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) and their report is shown on page 51.

The Audit Committee of the Board of Directors, which is composed solely of independent directors, meets regularly with the independent registered public accounting firm, internal auditors and management to discuss specific accounting, financial reporting and internal control matters. Both the independent registered public accounting firm and the internal auditors have full and free access to the Audit Committee. Each year the Audit Committee selects, subject to ratification by stockholders, the firm which is to perform audit and other related work for the Company.

   
THE NEW YORK TIMES COMPANY   THE NEW YORK TIMES COMPANY  
BY: JANET L. ROBINSON
President and Chief Executive Officer
March 1, 2007
  BY: JAMES M. FOLLO
Senior Vice President and Chief Financial Officer
March 1, 2007
 

 

P. 50 2006 ANNUAL REPORT – Management's Responsibilities Report



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON CONSOLIDATED FINANCIAL STATEMENTS

To the Board of Directors and Stockholders of

The New York Times Company

New York, NY

We have audited the accompanying consolidated balance sheets of The New York Times Company (the "Company") as of December 31, 2006 and December 25, 2005, and the related consolidated statements of operations, stockholders' equity, and cash flows for each of the three years in the period ended December 31, 2006. Our audits also included the financial statement schedule listed at Item 15(A)(2) of the Company's 2006 Annual Report on Form 10-K. These financial statements and the financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of The New York Times Company as of December 31, 2006 and December 25, 2005, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2006, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

As discussed in Note 1 to the consolidated financial statements, in 2005 the Company adopted Statement of Financial Accounting Standards No. 123(R), "Share-Based Payment," as revised, effective December 27, 2004. Also, as discussed in Note 8 to the consolidated financial statements, in 2005 the Company adopted FASB Interpretation No. 47, "Accounting for Conditional Asset Retirement Obligations – an interpretation of FASB Statement No. 143," effective December 25, 2005. Also, as discussed in Note 1 to the consolidated financial statements, in 2006 the Company adopted Statement of Financial Accounting Standards No. 158, "Employers' Accounting for Defined Benefit Pension and Other Postretirement Plans," relating to the recognition and related disclosure provisions, effective December 31, 2006.

As discussed in Note 2, the accompanying 2005 and 2004 consolidated financial statements have been restated.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of the Company's internal control over financial reporting as of December 31, 2006, based on the criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 1, 2007 expressed an unqualified opinion on management's assessment of the effectiveness of the Company's internal control over financial reporting and an adverse opinion on the effectiveness of the Company's internal control over financial reporting because of a material weakness.

New York, NY

March 1, 2007

Report of Independent Registered Public Accounting Firm – THE NEW YORK TIMES COMPANY P.51



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON INTERNAL CONTROL OVER FINANCIAL REPORTING

To the Board of Directors and Stockholders of

The New York Times Company

New York, NY

We have audited management's assessment, included in the accompanying Management's Report on Internal Control over Financial Reporting (see Item 9A), that The New York Times Company (the "Company") did not maintain effective internal control over financial reporting as of December 31, 2006, because of the effect of the material weakness identified in management's assessment based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management's assessment and an opinion on the effectiveness of the Company's internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management's assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinions.

A company's internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

A material weakness is a significant deficiency, or combination of significant deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. The following material weakness has been identified and included in management's assessment: The Company did not design control procedures to appropriately consider the multi-employer versus single-employer status of collectively-bargained pension and benefit plans, leading to inappropriate accounting for certain plan liabilities in accordance with generally accepted accounting principles. Such material weakness resulted in material adjustments to certain plan liabilities within the current and prior period financial statements. This material weakness was considered in determining the nature, timing, and extent of audit tests applied in our audit of the consolidated financial statements and financial statement schedule as of and for the year ended December 31, 2006, of the Company and this report does not affect our report on such financial statements and financial statement schedule.

P.52 2006 ANNUAL REPORT – Report of Independent Registered Public Accounting Firm



In our opinion, management's assessment that the Company did not maintain effective internal control over financial reporting as of December 31, 2006, is fairly stated, in all material respects, based on the criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Also in our opinion, because of the effect of the material weakness described above on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 31, 2006, based on the criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements and financial statement schedule as of and for the year ended December 31, 2006, of the Company and our report dated March 1, 2007 expresses an unqualified opinion and includes an explanatory paragraph referring to the Company's adoption of Statement of Financial Accounting Standards No. 158, "Employers' Accounting for Defined Benefit Pension and Other Postretirement Plans," relating to the recognition and related disclosure provisions, effective December 31, 2006, and includes an explanatory paragraph regarding the restatement of the consolidated financial statements as discussed in Note 2 to the consolidated financial statements.

Deloitte & Touche LLP

New York, NY

March 1, 2007

Report of Independent Registered Public Accounting Firm – THE NEW YORK TIMES COMPANY P.53



CONSOLIDATED STATEMENTS OF OPERATIONS

    Years Ended  
(In thousands, except per share data)   2006   2005
(Restated)
(See Note 2)
  2004
(Restated)
(See Note 2)
 
Revenues  
Advertising   $ 2,153,936     $ 2,139,486     $ 2,053,378    
Circulation     889,722       873,975       883,995    
Other     246,245       217,667       222,039    
Total     3,289,903       3,231,128       3,159,412    
Costs and Expenses  
Production costs  
Raw materials     330,833       321,084       296,594    
Wages and benefits     665,304       652,216       635,087    
Other     533,392       495,588       474,978    
Total production costs     1,529,529       1,468,888       1,406,659    
Selling, general and administrative expenses     1,466,552       1,442,690       1,290,140    
Total costs and expenses     2,996,081       2,911,578       2,696,799    
Impairment of intangible assets     814,433                
Gain on sale of assets           122,946          
Operating (Loss)/Profit     (520,611 )     442,496       462,613    
Net income from joint ventures     19,340       10,051       240    
Interest expense, net     50,651       49,168       41,760    
Other income           4,167       8,212    
(Loss)/income from continuing operations before income
taxes and minority interest
    (551,922 )     407,546       429,305    
Income taxes     16,608       163,976       163,731    
Minority interest in net loss/(income) of subsidiaries     359       (257 )     (589 )  
(Loss)/income from continuing operations     (568,171 )     243,313       264,985    
Discontinued operations, net of income taxes – Broadcast Media Group     24,728       15,687       22,646    
Cumulative effect of a change in accounting principle,
net of income taxes
          (5,527 )        
Net (loss)/income   $ (543,443 )   $ 253,473     $ 287,631    
Average number of common shares outstanding  
Basic     144,579       145,440       147,567    
Diluted     144,579       145,877       149,357    
Basic (loss)/earnings per share:  
(Loss)/income from continuing operations   $