10-K 1 a09-1680_110k.htm 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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 28, 2008   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.)
   
620 Eighth Avenue, New York, N.Y.
(Address of principal executive offices)
    10018
(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 (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes     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, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer   Accelerated filer  
Non-accelerated filer   Smaller reporting company  

 

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 27, 2008, the last business day of the registrant's most recently completed second quarter, as reported on the New York Stock Exchange, was approximately $2.1 billion. As of such date, non-affiliates held 78,106 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 20, 2009, was as follows: 143,128,432 shares of Class A Common Stock and 825,634 shares of Class B Common Stock.

Documents incorporated by reference

Portions of the Proxy Statement relating to the registrant's 2009 Annual Meeting of Stockholders, to be held on April 23, 2009, are incorporated by reference into Part III of this report.  

 




INDEX TO THE NEW YORK TIMES COMPANY 2008 ANNUAL REPORT ON FORM 10-K

    ITEM NO.      
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     4    
            About Group     5    
            Forest Products Investments and Other Joint Ventures     5    
            Raw Materials     6    
            Competition     6    
            Employees     7    
            Labor Relations     7    
      1 A   Risk Factors     8    
      1 B   Unresolved Staff Comments     13    
      2     Properties     13    
      3     Legal Proceedings     14    
      4     Submission of Matters to a Vote of Security Holders     15    
            Executive Officers of the Registrant     15    
PART II     5     Market for the Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities
    16    
      6     Selected Financial Data     19    
      7     Management's Discussion and Analysis of
Financial Condition and Results of Operations
    22    
      7 A   Quantitative and Qualitative Disclosures About Market Risk     47    
      8     Financial Statements and Supplementary Data     48    
      9     Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
    94    
      9 A   Controls and Procedures     94    
      9 B   Other Information     94    
PART III     10     Directors, Executive Officers and Corporate Governance     95    
      11     Executive Compensation     95    
      12     Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters
    95    
      13     Certain Relationships and Related Transactions, and Director Independence     95    
      14     Principal Accountant Fees and Services     95    
PART IV     15     Exhibits and Financial Statement Schedules     96    

 




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 such 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, a radio station, 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.

We classify our businesses based on our operating strategies into two segments, the News Media Group and the About Group.

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, our New York City radio station, WQXR-FM, and related businesses;

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

  the Regional Media Group, which includes 15 daily newspapers in Alabama, California, Florida, Louisiana, North Carolina and South Carolina, other print publications and related businesses.

The About Group consists of the Web sites of About.com, ConsumerSearch.com, UCompareHealthCare.com and Caloriecount.about.com.

Additionally, we own equity interests in a Canadian newsprint company, a supercalendered paper manufacturing partnership in Maine, and Metro Boston LLC ("Metro Boston"), which publishes a free daily newspaper in the greater Boston area.

In February 2008, we acquired a 25% ownership interest in quadrantONE LLC ("quadrantONE"), an online advertising network that sells bundled premium, targeted display advertising onto local newspaper and other Web sites. The Web sites of the New England and Regional Media Groups participate in this network.

We also own a 17.75% interest in 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. In January 2009, we announced that we are exploring the possible sale of our interest in NESV.

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

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Our businesses are somewhat seasonal and may cause our quarterly advertising results to fluctuate. Second- and fourth-quarter advertising volume is generally 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

A significant portion 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 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 by division of the News Media Group's 2008 advertising revenue:

        Classified      
    National   Retail
and
Preprint
  Help
Wanted
  Real
Estate
  Auto   Other   Total
Classified
  Other
Advertising
Revenue
  Total  
The New York Times
Media Group
    70 %     13 %     4 %     7 %     2 %     2 %     15 %     2 %     100 %  
New England Media Group     29       33       8       9       9       5       31       7       100    
Regional Media Group     4       56       7       11       8       7       33       7       100    
Total News Media Group     51       24       5       8       4       4       21       4       100    

 

The New York Times Media Group

The New York Times

The Times, a 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 46% 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; 54% is sold elsewhere. On Sundays, approximately 41% of the circulation is sold in the greater New York City area and 59% 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, 2008, 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 28, 2008, and December 30, 2007, are shown below:

(Thousands of copies)   Weekday (Mon. - Fri.)   Sunday  
2008     1,033.8       1,451.3    
2007     1,066.6       1,529.7    

 

The decreases in weekday and Sunday copies sold in 2008 compared with 2007 were primarily due to managed reductions in sponsored third-party sales as part of our circulation strategy. Our circulation strategy is to reduce the amount of less profitable circulation, including copies that are sold at a significant discount or sponsored by third parties, and to focus our efforts on acquisition channels that have the best retention and are the most profitable in order to achieve higher margins.

Approximately 64% of the weekday and 72% of the Sunday circulation was sold through home delivery in 2008; the remainder was sold primarily on newsstands.

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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 50% market share in 2008 in advertising revenue among a national newspaper set that consists of USA Today, The Wall Street Journal and The Times. Based on recent data provided by TNS Media Intelligence, 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 metropolitan area.

Production and Distribution

The Times is currently printed at its production and distribution facility in College Point, N.Y., as well as under contract at 23 remote print sites across the United States and one in Toronto, Canada.

We completed the consolidation of our New York metropolitan area printing into our newer facility in College Point, N.Y. and closed our older Edison, N.J., facility in March 2008.

In January 2009, we closed our subsidiary, City & Suburban Delivery Systems, Inc. ("City & Suburban"), which operated a wholesale distribution business that delivered The Times and other newspapers and magazines to newsstands and retail outlets in the New York metropolitan area. With this change, we moved to a distribution model similar to that of The Times's national edition and, as a result, The Times is currently delivered to newsstands and retail outlets in the New York metropolitan area through a combination of third-party wholesalers and our own drivers. In other markets in the United States and Canada, The Times is delivered through agreements with other 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 Online, average unique visitors in the United States to NYTimes.com reached 19.5 million per month in 2008 compared with 14.7 million per month in 2007.

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, interactive multi-media), classified advertising (help-wanted, real estate, automotive) and contextual advertising (links supplied by Google).

NYTimes.com also includes the financial results of Baseline StudioSystems ("Baseline"), a leading online subscription database and research service for information on the film and television industries and a provider of premium film and television data to Web publishers.

International Herald Tribune

The IHT, a daily (Monday through Saturday) newspaper, commenced publishing in Paris in 1887, is printed at 35 sites throughout the world and is sold in more than 180 countries. The IHT's average circulation for the years ended December 28, 2008, and December 30, 2007, were 240,322 (estimated) and 241,625, respectively. These figures follow the guidance of Office de Justification de la Diffusion, 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 2008 figure will not be available until March 2009. In 2008, 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.

The IHT's Web site, IHT.com, reaches wide audiences around the world. Average unique visitors to IHT.com reached 6.7 million per month in 2008 according to Webtrends, a Web analytics provider, compared with 4.6 million per month in 2007, according to IHT's internal reports.

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 1,500 newspapers and magazines in the United States and in more than 80 countries worldwide; Business Development, which comprises Photo Archives, Book Development, Rights & Permissions, licensing and a small publication unit; and New York Times Radio, which includes our New York City classical music radio station, WQXR-FM, and New York Times Radio News, which creates Times-branded content for a variety of audio platforms,

Business – THE NEW YORK TIMES COMPANY P.3



including features and podcasts. WQXR-FM is operated under a license from the FCC and is subject to FCC regulation. WQXR-FM's license has been renewed by the FCC for an eight-year term expiring June 1, 2014.

In March 2008, we increased our ownership interest in BehNeem, LLC ("BehNeem") to 53% and, as a result, the operating results of BehNeem are consolidated in the results of The New York Times Media Group. BehNeem licenses the Epsilen Environment, an online learning environment offering course content, assessment and communication tools.

New England Media Group

The New England Media Group comprises the Globe, Boston.com, the T&G and Telegram.com. 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, 2008, 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 28, 2008, and December 30, 2007, are shown below:

(Thousands of copies)   Weekday (Mon. - Fri.)   Sunday  
2008     323.9       500.0    
2007     364.6       544.1    

 

The decreases in weekday and Sunday copies sold in 2008 compared with 2007 were due in part to a directed effort to improve circulation profitability by reducing steep discounts on home-delivery copies and by decreasing the Globe's less profitable other-paid circulation (primarily hotel and third-party copies sponsored by advertisers). Last year, the Globe increased prices of daily single copy sales in February and September and daily home-delivery copies in September, which contributed to decreases in circulation in 2008.

Approximately 76% of the Globe's weekday circulation and 72% of its Sunday circulation was sold through home delivery in 2008; the remainder was sold primarily on newsstands.

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 28, 2008, and December 30, 2007, are shown below:

(Thousands of copies)   Weekday (Mon. - Fri.)   Sunday  
2008     80.4       93.3    
2007     84.9       99.8    

 

Advertising

The sales forces of the New England Media Group sell retail, classified and national advertising across multiple platforms, including print newspapers, online, broadcast and direct marketing vehicles, capitalizing on opportunities to deliver to national and local advertisers a broad audience in the New England region.

Production and Distribution

All editions of the Globe are printed and prepared for delivery at its main Boston plant and its Billerica, Mass., satellite plant. We are in the process of consolidating these printing facilities and expect to close the Billerica, Mass., satellite plant during the second half of 2009. Virtually all of the Globe's home-delivery circulation was done by a third-party service in 2008.

Boston.com

The Globe's Web site, Boston.com, reaches wide audiences in the New England region, the nation and around the world. According to Nielsen Online, average unique visitors in the United States to Boston.com reached 5.2 million per month in 2008 compared with 4.3 million per month in 2007.

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

Regional Media Group

The Regional Media Group includes 15 daily newspapers, of which 13 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. In March 2008, we acquired certain assets of the Winter Haven News Chief, a regional newspaper in Winter Haven, Fla., for $2.5 million.

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The average weekday and Sunday circulation for the year ended December 28, 2008, for each of the daily newspapers of the Regional Media Group are shown below:

    Circulation       Circulation  
Daily Newspapers   Daily   Sunday   Daily Newspapers   Daily   Sunday  
The Gadsden Times (Ala.)     18,470       19,637     Winter Haven News Chief (Fla.)     6,447       7,046    
The Tuscaloosa News (Ala.)     32,180       34,121     The Courier (Houma, La.)     17,116       18,239    
TimesDaily (Florence, Ala.)     27,785       29,171     Daily Comet (Thibodaux, La.)     10,241       N/A    
The Press Democrat (Santa Rosa, Calif.)     72,988       75,545     The Dispatch (Lexington, N.C.)     9,896       N/A    
Sarasota Herald-Tribune (Fla.)     96,010       109,931     Times-News (Hendersonville, N.C.)     16,131       16,702    
Star-Banner (Ocala, Fla.)     42,201       46,766     Wilmington Star-News (N.C.)     46,342       52,122    
The Gainesville Sun (Fla.)     41,072       46,400     Herald-Journal (Spartanburg, S.C.)     40,441       49,560    
The Ledger (Lakeland, Fla.)     58,796       75,416                        

 

The Petaluma Argus-Courier, in Petaluma, Calif., our only paid subscription weekly newspaper, had an average weekly circulation for the year ended December 28, 2008, of 7,021 copies. The North Bay Business Journal, a weekly business-to-business publication, had an average weekly circulation for the year ended December 28, 2008, of 4,994 copies.

ABOUT GROUP

The About Group includes the Web sites of About.com, ConsumerSearch.com, UCompareHealthCare.com and Caloriecount.about.com.

About.com is one of the Web's leading producers of original content, providing users with information and advice on thousands of topics. One of the top 20 most visited Web sites in the United States in 2008, About.com has 39 million average monthly unique visitors in the United States (per Nielsen Online) and 63 million average monthly unique visitors worldwide (per About.com's internal metrics). Over 770 topical advisors or "Guides" write about more than 70,000 topics and have generated more than 2 million pieces of original content.

ConsumerSearch.com is a site that analyzes expert and user-generated consumer product reviews and recommends the best products to purchase based on the findings.

UCompareHealthCare.com is a site that provides dynamic Web-based interactive tools that enable users to measure the quality of certain healthcare services. Caloriecount.about.com is a site that offers weight management tools, social support and nutritional information to help users achieve their diet goals.

The About Group generates revenues through cost-per-click advertising (sponsored links for which the About Group is paid when a user clicks on the ad), display advertising that is relevant to its adjacent content and e-commerce (including sales lead generation).

FOREST PRODUCTS INVESTMENTS AND OTHER JOINT VENTURES

We have ownership interests in one newsprint mill and one mill producing supercalendered paper, a polished paper used in some magazines, catalogs and preprinted inserts, which is a higher-value grade than newsprint (the "Forest Products Investments"), as well as in NESV, Metro Boston, and quadrantONE. 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 AbitibiBowater Inc. ("AbitibiBowater"), a global manufacturer of paper, market pulp and wood products. Malbaie manufactures newsprint on the paper machine it owns within AbitibiBowater's paper mill in Clermont, Quebec. Malbaie is wholly dependent upon AbitibiBowater for its pulp, which is purchased by Malbaie from AbitibiBowater's paper mill in Clermont, Quebec. In 2008, Malbaie produced 217,000 metric tons of newsprint, of which approximately 37% was sold to us, with the balance sold to AbitibiBowater 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

Business – THE NEW YORK TIMES COMPANY P.5



contracts. In 2008, Madison produced 193,000 metric tons, of which approximately 7% 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 a 17.75% interest 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. In January 2009, we announced that we are exploring the possible sale of our interest in NESV.

We own a 49% interest in Metro Boston, which publishes a free daily newspaper in the greater Boston area.

In February 2008, we acquired a 25% ownership interest in quadrantONE, which is an online advertising network that sells bundled premium, targeted display advertising onto local newspaper and other Web sites. The Web sites of the New England and Regional Media Groups participate in this network.

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 AbitibiBowater, which is one of the largest publicly traded pulp and paper manufacturers in the world.

In 2008 and 2007, we used the following types and quantities of paper (all amounts in metric tons):

    Newsprint   Coated,
Supercalendered
and Other Paper
 
    2008   2007   2008   2007  
The New York Times Media Group(1,2)     187,000       226,000       25,800       30,400    
New England Media Group(1,2)     75,000       85,000       3,200       3,700    
Regional Media Group     55,000       70,000                
Total     317,000       381,000       29,000       34,100    

 

(1)  The Times and the Globe use coated, supercalendered or other paper for The New York Times Magazine, T: The New York Times Style Magazine and the Globe's Sunday Magazine.

(2)  In the third quarter of 2007, The Times decreased the size of its printed page from 13.5 by 22 inches to 12 by 22 inches. The Globe and the T&G decreased the size of their printed pages from 12.5 by 22 inches to 12 by 22 inches at the end of 2007.

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 continuing efforts to reduce our newsprint consumption, we have reduced the size of the majority of our newspapers across the Company since 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. Competition for advertising is generally based upon audience levels and demographics, price, service and advertising results, while competition for circulation and readership is generally based upon format, content, quality, service and price.

The Times competes for advertising and circulation primarily with national newspapers such as The Wall Street Journal and USA Today, newspapers of general circulation in New York City and its

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suburbs, other daily and weekly newspapers and television stations and networks in markets in which The Times circulates, and some national news and lifestyle magazines.

The IHT's and IHT.com'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 for advertising and traffic with large-scale portals, such as AOL, MSN, and Yahoo!. About.com also competes with 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.

Baseline competes with other online database and research services that provide information on the film and television industries and provide film and television data to Web publishers, such as IMDb.com, Tribune Media Services, All Media Guide and Muze.

EMPLOYEES

As of December 28, 2008, we had approximately 9,346 full-time equivalent employees.

    Employees  
The New York Times Media Group(1)     4,076    
New England Media Group     2,394    
Regional Media Group     2,216    
About Group     235    
Corporate/Shared Services     425    
Total Company     9,346    

 

(1)  In January 2009, we closed City & Suburban, which led to a reduction of approximately 500 full-time equivalent employees.

Labor Relations

As of December 28, 2008, approximately 2,400 full-time equivalent employees of The Times and NYTimes.com were represented by 10 unions with 12 labor agreements. In January 2009, we closed City & Suburban, which affected employees who were represented by two unions. Approximately 1,350 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 and   Machinists   March 30, 2009  
NYTimes.com   Electricians   March 30, 2009  
    Building maintenance employees   May 31, 2009  
    Mailers   March 30, 2011  
    New York Newspaper Guild   March 30, 2011  
    Paperhandlers   March 30, 2014  
    Typographers   March 30, 2016  
    Pressmen   March 30, 2017  
    Stereotypers   March 30, 2017  
    Drivers   March 30, 2020  

 

Business – THE NEW YORK TIMES COMPANY P.7



  Employee Category   Expiration Date  
The Globe   Garage mechanics   December 31, 2004 (expired)  
    Machinists   December 31, 2007 (expired)  
    Engravers   December 31, 2007 (expired)  
    Technical services group   December 31, 2009  
    Boston Newspaper Guild (representing non-production employees)   December 31, 2009  
    Drivers   December 31, 2010  
    Typographers   December 31, 2010  
    Boston Mailers Union   December 31, 2010  
    Paperhandlers   December 31, 2010  
    Warehouse employees   December 31, 2010  
    Electricians   December 31, 2012  
    Pressmen   December 31, 2012  

 

The IHT has approximately 330 employees worldwide, including approximately 200 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.

New York Times Radio also has unions representing some of its employees.

Approximately one-third of the 540 full-time equivalent employees of the T&G are represented by four unions. Labor agreements with production unions expire on August 31, 2009, October 8, 2009 and November 30, 2016. The labor agreements with the Providence Newspaper Guild, representing newsroom and circulation employees, expired on August 31, 2007, and negotiations for new contracts are ongoing.

Of the approximately 260 full-time equivalent employees at The Press Democrat, 84 are represented by three unions. The labor agreement with the Pressmen expired on December 31, 2008, and negotiations for a new contract are ongoing. The labor agreement with the Newspaper Guild expires on December 31, 2011 and the labor agreement with the Teamsters, which represents certain employees in the circulation department, expires on June 30, 2011.

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.

Declines in economic conditions in the United States, the regions in which we operate and specific economic sectors have adversely affected and are expected to continue to adversely affect our advertising revenues.

Advertising spending, which drives a significant portion of our revenues, is sensitive to economic conditions. National and local economic conditions, particularly in the New York City and Boston metropolitan regions, as well as in Florida and California, affect the levels of our retail, national and classified advertising revenue. Negative economic conditions, including a recession or market disruptions, in these and other markets have adversely affected and are expected to continue to adversely affect our level of advertising revenues, and a failure of economic conditions to improve in such markets could adversely affect our business, financial condition and results of operations.

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 continuing or deepening softness in the economy, shifts in spending patterns or priorities, structural changes, such as consolidations, or the cessation of operations. Help-wanted, real estate and automotive classified listings, which are important categories at all of our newspaper properties, have declined as less expensive or free online alternatives have proliferated and as a result of economic changes, such as the local and nationwide downturn in the housing markets.

All of our businesses face substantial competition for advertisers.

We face formidable competition for advertising revenue in our various markets from free and paid newspapers, magazines, Web sites, television, radio, other forms of media, direct marketing and the Yellow Pages. Competition for advertising is generally based on audience levels and demographics, price, service and advertising results. Competition from all of these media and services affects our ability

P. 8 2008 ANNUAL REPORT – Risk Factors



to attract and retain advertisers and consumers and to maintain or increase our advertising rates.

This competition has intensified as a result of the continued developments of digital media technologies. Distribution of news, entertainment and other information over the Internet, as well as through mobile 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 larger portions of their advertising budgets to digital 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 addition, a secular shift from print advertising to online alternatives that feature help-wanted, real estate and/or automotive listings has contributed and may continue to contribute to significant declines in print advertising. We are aggressively developing online offerings through internal growth, acquisitions and strategic relationships. However, we will experience a decline in advertising revenues if we are unable to attract advertising to our Web sites in volumes or at rates sufficient to offset declines in print advertising.

If we are not successful in growing our digital businesses, our business, financial condition and prospects will be adversely affected.

Our growth depends to a significant degree upon the development of our digital businesses. The ability of our digital businesses to grow and succeed over the long term depends on various factors, among other things:

  significantly increasing our online traffic and attracting and retaining a base of frequent visitors to our Web sites, which may be adversely affected by search engines (including Google, the primary search engine directing traffic to the Web sites of the About Group and many of our other sites) changing the algorithms responsible for directing search queries to Web pages;

  attracting advertisers to our Web sites, which depends partly on our ability to generate online traffic and partly on the rate at which users click through on advertisements, which may be adversely affected by the development of new technologies to block the display of our advertisements;

  maintaining or increasing the advertising rates of the inventory on our Web sites amid significant increases in inventory in the marketplace, which may depend on the market position of our brands and the market position and growth of advertising networks and exchange-based advertising marketplaces;

  exploiting new and existing technologies to distinguish our products and services from those of our competitors and developing new content, products and services, which may move in unanticipated directions due to the development of competitive alternatives, rapid technological change, regulatory changes and shifting market preferences;

  investing funds and resources in online opportunities, in which some of our existing competitors and possible additional entrants may have greater operational, financial and other resources than we do or may be better positioned to compete for certain opportunities;

  maintaining and forming strategic relationships to attract more consumers, which depend on the efforts of our partners, fellow investors and licensees that may be beyond our control; and

  attracting and retaining talent for critical positions.

Even if we continue to develop our digital businesses, we may not be successful in generating or increasing revenue from our digital businesses at the rate experienced in the last few years, due to increasing competition and current economic conditions. If we are not successful in maintaining or growing revenues from our digital businesses to offset continued or accelerating declines in revenues from our print products, our business, financial condition and prospects will be adversely affected.

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

Advertising and circulation revenues are affected by circulation and readership levels of our newspaper properties. Competition for circulation and readership is generally based upon format, content, quality, service and price. In recent years, our newspaper properties, and the newspaper industry as a whole, have experienced difficulty maintaining or increasing print circulation volume. This is due to, among other factors, increased competition from new media formats and sources other than traditional newspapers (often free to users), declining discretionary spending by consumers affected by negative economic conditions, high subscription and newsstand rates, and a growing preference among some consumers to receive all or a portion of their news other than from a newspaper. These factors could also affect our ability to institute circulation price increases for our print products.

Risk Factors – THE NEW YORK TIMES COMPANY P.9



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. 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 those promotional efforts are unsuccessful, we may see further declines.

Seasonal variations cause our quarterly advertising revenues to fluctuate.

Advertising spending is generally higher in the second and fourth quarters and lower in the first and third 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.

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 consumer digital media, mostly 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.

Changes in our credit ratings and macroeconomic conditions may affect our borrowing costs, limit our financing options and reduce the flexibility of our financing in the future.

Our long-term debt is rated by Standard & Poor's and Moody's Investors Service. We are currently rated below-investment grade by both rating agencies, and any future long-term borrowings or the extension or replacement of our short-term borrowing facilities will reflect the negative impact of these ratings, increasing our borrowing costs, limiting our financing options, including limiting our access to the unsecured borrowing market, and subjecting us to more restrictive covenants than our existing debt arrangements. Additional reductions in our credit ratings could further increase our borrowing costs, subject us to more onerous terms and reduce our borrowing flexibility in the future. Such limitations on our financing options may affect our ability to refinance existing debt or fund major new acquisitions or capital intensive internal initiatives.

In addition, deteriorating economic conditions, including a recession, market disruptions, tightened credit markets and significantly wider corporate borrowing spreads, may make it more difficult or costly for us to finance significant transactions or obtain replacement financing for our existing debt.

If we are unable to execute cost-control measures successfully, our total operating costs may be greater than expected, which may adversely affect our profitability.

We have taken steps to lower our costs by reducing staff and employee benefits, implementing general cost-control measures, and expect to continue these cost-control efforts. If we do not achieve expected savings as a result or if our operating costs increase as a result of our strategic initiatives, our total operating costs 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. Reductions in staff and employee compensation and benefits could also adversely affect our ability to attract and retain key employees. In addition, we operate with significant operating leverage. Significant portions of our expenses are fixed costs that neither increase nor decrease proportionately with revenues. As a result, we are limited in our ability to reduce costs in the short term. If we are not able to implement further cost control efforts or reduce our fixed costs sufficiently in response to a decline in our revenues, we may experience a higher percentage decline in our income from continuing operations.

A significant increase in the price of newsprint, or limited availability of newsprint supply, would have an adverse effect on our operating results.

The cost of raw materials, of which newsprint is the major component, represented 9% of our total costs in 2008. The price of newsprint has historically been volatile and may increase as a result of various factors, including:

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

P.10 2008 ANNUAL REPORT – Risk Factors



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

  the adverse impact on supplier profitability, due to various factors, including increases in significant operating expenses, such as raw material and energy costs, and a stronger Canadian dollar, which adversely affects Canadian suppliers, whose costs are incurred in Canadian dollars but whose newsprint sales are priced in U.S. dollars.

In addition, we rely on our suppliers for deliveries of newsprint. The availability of our newsprint supply may be affected by various factors, including strikes and other disruptions that may affect deliveries of newsprint.

If newsprint prices increase significantly or we experience significant disruptions in the availability of our newsprint supply in the future, our operating results will be adversely affected.

A significant number of our employees are unionized, and our business and results of operations could be adversely affected if labor negotiations or contracts were to further 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 results could be adversely affected if future labor negotiations or contracts were to further restrict our ability to maximize the efficiency of our operations. If we were to experience labor unrest, strikes or other business interruptions in connection with labor negotiations or otherwise or if we are unable to negotiate labor contracts on reasonable terms, 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, rebalance our portfolio of businesses or otherwise adapt to changing business needs may be limited by the terms of our collective bargaining agreements.

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. An impairment charge would adversely affect our reported earnings.

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 management and 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. In addition, current economic conditions may result in fewer potential bidders and unsuccessful sales efforts. Expected costs savings, which are offset by revenue losses from divested businesses, may also be difficult to achieve or maximize due to our fixed cost structure.

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 inhibits our ability to dispose of them. If the value of the companies in which we invest declines, we may be required to take a charge to earnings.

Sustained increases in costs of providing pension and employee health and welfare benefits may adversely affect our operations, financial condition and liquidity.

Employee benefits, including pension expense, account for approximately 8% of our total operating costs. As a result, our profitability is significantly

Risk Factors – THE NEW YORK TIMES COMPANY P.11



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 discount rate used in projecting benefit obligations and the expected return on plan assets. A lower discount rate driven by lower interest rates would increase our pension expense by increasing the calculated value of our liabilities. If our expected return on plan assets is not achieved, as was the case in 2008 because of significant declines in the equity markets, our pension expense and cash contributions to the pension plans would increase. In 2008, as a result of significant equity declines, our qualified pension plans moved from a fully funded to underfunded status. If the equity markets do not sufficiently recover, the discount rate does not increase or there is no legislative relief, we will be obligated to make substantial contributions in future years to fund this deficiency. A significant increase in our obligation to make contributions to our pension plans would reduce the cash available for working capital and other corporate uses, and may have an adverse impact on our operations, financial condition and liquidity.

Due to our participation in multi-employer plans, we may have exposures under those plans that extend beyond what our obligations would be with respect to our employees.

We participate in various multi-employer pension plans that cover our union employees. We make periodic contributions to these plans to allow them to meet their pension benefit obligations to their participants. Contributions to these funds could increase as a result of a shrinking contribution base as a result of the insolvency or withdrawal of other companies who currently contribute to these funds, inability or failure of withdrawing companies to pay their withdrawal liability, lower than expected returns on pension fund assets or other funding deficiencies. In addition, in the event that we withdraw or partially withdraw from participation in one of these multi-employer plans, applicable law could require us to make additional contributions to the plans. Our withdrawal liability for any multi-employer plan will depend on the extent of that plan's funding of vested benefits. If a multi-employer plan is reported to have significant underfunded liabilities, such underfunding could increase the size of our potential withdrawal liability.

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

Our business depends on our intellectual property, including our valuable brands, content, services and internally developed technology, 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 content, 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. In addition, laws may vary from country to country and it may be more difficult to protect and enforce our intellectual property rights in some foreign jurisdictions or in a cost-effective manner. If we are unable to procure, protect and enforce our intellectual property rights, we may not realize the full value of these assets, and our business may suffer. If we must litigate in the United States or elsewhere to enforce our intellectual property rights or determine the validity and scope of the proprietary rights of others, such litigation may be costly and divert the attention of our management.

Our Class B Common 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 holders of Class B Common Stock, 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 approximately 89% 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

P. 12 2008 ANNUAL REPORT – Risk Factors



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 necessary to comply with existing and newly adopted laws and regulations or penalties for any failure to comply.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

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 28, 2008, 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.     828,000 (1)      148,800    
College Point, N.Y.           570,000 (2)   
Boston, Mass.     703,000          
Billerica, Mass.     290,000 (3)         
Other locations     1,457,000       700,000    
About Group           53,000    
Total     3,278,000       1,471,800    

 

(1)  The 828,000 square feet consists of gross square footage allocated to us in our New York headquarters building. We own a leasehold condominium interest representing approximately 58% of the New York headquarters building.

(2)  We are leasing a 31-acre site in College Point, N.Y., where The Times's printing and distribution plant is located, and have the option to purchase the property at any time before the end of the lease in 2019. As part of the consolidation of The Times's printing operations and the related closure of The Times's printing facility in Edison, N.J., we expanded the facility in College Point, N.Y. in 2008.

(3)  We are in the process of consolidating the Globe's printing operations in Billerica, Mass. into the Globe's facility in Boston, Mass., which we expect to complete during the second half of 2009.

Our New York headquarters building, which is located in the Times Square area, consists of approximately 1.54 million gross square feet, of which approximately 828,000 gross square feet of space was allocated to us. We own a leasehold condominium interest representing approximately 58% of the New York headquarters building, and FC Eighth Ave., LLC ("FC") owns a leasehold condominium interest representing approximately 42%.

We and FC have 99-year subleases, beginning December 2001, with a New York State agency with respect to our respective portions of the New York headquarters building ("Ground Subleases"). Under the terms of the Ground Subleases, no fixed rent is payable, but we and FC, respectively, must make payments in lieu of real estate taxes ("PILOT") and make certain other payments over the term of the Ground Subleases. We and FC receive credits for allocated excess site acquisition costs against 85% of the PILOT payments. The Ground Subleases give us and FC, or our respective designees, the option to purchase the building, which option must be exercised jointly, at any time after December 31, 2032 for nominal consideration. Pursuant to the condominium declaration, we

Properties – THE NEW YORK TIMES COMPANY P.13



have the sole right to determine when the purchase option will be exercised, provided that FC may require the exercise of the purchase option if we have not done so within five years before the expiration of the 99-year terms of the Ground Subleases.

In December 2008, we announced that we have begun a process to secure financing for up to $225 million in the form of a sale-leaseback for a portion of the New York headquarters building that we own.

We have leased to a third party six floors in our portion of the New York headquarters building, totaling approximately 185,000 rentable square feet.

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 2008 ANNUAL REPORT – Legal Proceedings



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 February 26, 2009
(except as noted)
 
Corporate Officers  
Arthur Sulzberger, Jr.     57       1978     Chairman (since 1997) and Publisher of The Times (since 1992)  
Janet L. Robinson     58       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     59       1984     Vice Chairman (since 1997); Publisher of the IHT (2003 to January 2008); Senior Vice President (1997 to 2004)  
James M. Follo     49       2007     Senior Vice President and Chief Financial Officer (since 2007); Chief Financial and Administrative Officer, Martha Stewart Living Omnimedia, Inc. (2001 to 2006)  
Martin A. Nisenholtz     53       1995     Senior Vice President, Digital Operations (since 2005); Chief Executive Officer, New York Times Digital (1999 to 2005)  
David K. Norton     53       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     45       1989     Senior Vice President, Finance (since April 2008); Corporate Controller (since 2007); Vice President (2003 to April 2008); Treasurer (2001 to 2007)  
Kenneth A. Richieri     57       1983     Senior Vice President (since 2007), General Counsel (since 2006) and Secretary (since May 2008); Vice President (2002 to 2007); Deputy General Counsel (2001 to 2005); Vice President and General Counsel, New York Times Digital (1999 to 2003)  
Operating Unit Executives  
P. Steven Ainsley     56       1982     Publisher of The Globe (since 2006); President and Chief Operating Officer, Regional Media Group (2003 to 2006)  
Scott H. Heekin-Canedy     57       1987 (1)    President and General Manager of The Times (since 2004); Senior Vice President, Circulation of The Times (1999 to 2004)  
Mary Jacobus     52       2005 (2)    President and Chief Operating Officer, Regional Media Group (2006 to February 2009); President and General Manager, The Globe (2005 to 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.

(2)  Ms. Jacobus passed away on February 20, 2009.

Executive Officers – THE NEW YORK TIMES COMPANY P.15




PART II

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

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 20, 2009, was as follows: Class A Common Stock: 7,659; Class B Common Stock: 30.

Both classes of our common stock participate equally in our quarterly dividends. In 2008, dividends were paid in the amount of $.23 per share in March, June and September and in the amount of $.06 per share in December. In 2007, dividends were paid in the amount of $.175 in March and in the amount of $.23 per share in June, September and December. On February 19, 2009, we announced that our Board of Directors voted to suspend the quarterly dividend on our Class A and Class B Common Stock. This decision was intended to provide us with additional financial flexibility given the current economic environment and uncertain business outlook. The decision to pay a dividend in future periods and the appropriate level of dividends will be considered by our Board of Directors on an ongoing basis in light of our earnings, capital requirements, financial condition, restrictions in any existing indebtedness and other factors considered relevant.

The following table sets forth, for the periods indicated, the closing high and low sales prices for the Class A Common Stock as reported on the New York Stock Exchange.

Quarters   2008   2007  
    High   Low   High   Low  
First Quarter   $ 21.07     $ 14.48     $ 26.40     $ 22.90    
Second Quarter     20.88       15.60       26.55       23.40    
Third Quarter     15.64       12.16       24.83       19.22    
Fourth Quarter     14.82       5.34       20.65       16.45    

 

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     29,439,000 (1)    $ 39       6,772,000 (2)   
Employee Stock Purchase
Plan
                7,876,000 (3)   
Stock awards     874,000 (4)            239,000 (5)   
Total     30,313,000             14,887,000    
Equity compensation
plans not approved
by security holders
    None       None       None    

 

(1)  Includes shares of Class A Common 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 Common 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 Common 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 292,000 as of December 28, 2008) for future issuances under that plan.

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

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

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

P.16 2008 ANNUAL REPORT – Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities



PERFORMANCE PRESENTATION

The following graph shows the annual cumulative total stockholder return for the five years ending December 31, 2008, on an assumed investment of $100 on December 31, 2003, 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: Gannett Co., Inc., Media General, Inc., The McClatchy Company and The Washington Post Company. 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

During 2008, we did not issue any shares of Class A Common Stock to holders of Class B Common Stock upon the conversion of such Class B shares into Class A shares.

Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities – THE NEW YORK TIMES COMPANY P.17



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 29, 2008-
November 2, 2008
                    $ 91,386,000    
November 3, 2008-
November 30, 2008
    658     $ 13.86           $ 91,386,000    
December 1, 2007-
December 28, 2008
    21,621     $ 7.03           $ 91,386,000    
Total for the fourth quarter of 2008     22,279 (2)    $ 7.23           $ 91,386,000    

 

(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 authorized repurchases in an amount up to $400 million. As of February 20, 2009, we had authorization from our Board of Directors to repurchase an amount of up to approximately $91 million of our Class A Common Stock. Our Board of Directors 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 22,279 shares withheld from employees to satisfy tax withholding obligations upon the vesting of restricted shares 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.

P. 18 2008 ANNUAL REPORT – Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities




ITEM 6. SELECTED FINANCIAL DATA

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 before the Group's sale in 2007 (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. All fiscal years presented in the table below comprise 52 weeks, except 2006, which comprises 53 weeks.

    As of and for the Years Ended  
(In thousands)   December 28,
2008
  December 30,
2007
  December 31,
2006
  December 25,
2005
  December 26,
2004
 
Statement of Operations Data  
Revenues   $ 2,948,856     $ 3,195,077     $ 3,289,903     $ 3,231,128     $ 3,159,412    
Operating costs     2,791,613       2,928,070       2,996,081       2,911,578       2,696,799    
Impairment of assets     197,879       11,000       814,433                
Net loss on sale of assets           68,156                      
Gain on sale of WQEW-AM           39,578                      
Gain on sale of assets                       122,946          
Operating (loss)/profit     (40,636 )     227,429       (520,611 )     442,496       462,613    
Interest expense, net     47,790       39,842       50,651       49,168       41,760    
(Loss)/income from continuing
operations before income taxes
and minority interest
    (71,364 )     184,969       (551,922 )     407,546       429,305    
(Loss)/income from continuing
operations
    (66,139 )     108,939       (568,171 )     243,313       264,985    
Discontinued operations,
net of income taxes –
Broadcast Media Group
    8,300       99,765       24,728       15,687       22,646    
Cumulative effect of a change
in accounting principle,
net of income taxes
                      (5,527 )        
Net (loss)/income   $ (57,839 )   $ 208,704     $ (543,443 )   $ 253,473     $ 287,631    
Balance Sheet Data  
Property, plant and equipment – net   $ 1,353,619     $ 1,468,013     $ 1,375,365     $ 1,401,368     $ 1,308,903    
Total assets     3,401,680       3,473,092       3,855,928       4,564,078       3,994,555    
Total debt(1)     1,059,375       1,034,979       1,445,928       1,396,380       1,058,847    
Stockholders' equity     503,963       978,200       819,842       1,450,826       1,354,361    

 

(1)  Includes commercial paper, borrowings under revolving credit agreements, capital lease obligations and construction loan.

Selected Financial Data – THE NEW YORK TIMES COMPANY P.19



    As of and for the Years Ended  
(In thousands, except ratios and
per share and employee data)
  December 28,
2008
  December 30,
2007
  December 31,
2006
  December 25,
2005
  December 26,
2004
 
Per Share of Common Stock  
Basic (loss)/earnings per share  
(Loss)/income from continuing
operations
  $ (0.46 )   $ 0.76     $ (3.93 )   $ 1.67     $ 1.80    
Discontinued operations,
net of income taxes –  
Broadcast Media Group
    0.06       0.69       0.17       0.11       0.15    
Cumulative effect of a change
in accounting principle,  
net of income taxes
                      (0.04 )        
Net (loss)/income   $ (0.40 )   $ 1.45     $ (3.76 )   $ 1.74     $ 1.95    
Diluted (loss)/earnings per share  
(Loss)/income from continuing
operations
  $ (0.46 )   $ 0.76     $ (3.93 )   $ 1.67     $ 1.78    
Discontinued operations,
net of income taxes – 
Broadcast Media Group
    0.06       0.69       0.17       0.11       0.15    
Cumulative effect of a change
in accounting principle,  
net of income taxes
                      (0.04 )        
Net (loss)/income   $ (0.40 )   $ 1.45     $ (3.76 )   $ 1.74     $ 1.93    
Dividends per share   $ .750     $ .865     $ .690     $ .650     $ .610    
Stockholders' equity per share   $ 3.51     $ 6.79     $ 5.67     $ 9.95     $ 9.07    
Average basic shares outstanding     143,777       143,889       144,579       145,440       147,567    
Average diluted shares outstanding     143,777       144,158       144,579       145,877       149,357    
Key Ratios  
Operating (loss)/profit to revenues     –1 %     7 %     –16 %     14 %     15 %  
Return on average common
stockholders' equity
    –8 %     23 %     –48 %     18 %     21 %  
Return on average total assets     –2 %     6 %     –13 %     6 %     7 %  
Total debt to total capitalization     68 %     51 %     64 %     49 %     44 %  
Current assets to current liabilities(1)     .60       .68       .91       .95       .84    
Ratio of earnings to fixed charges(2)           3.75             6.22       8.11    
Full-Time Equivalent Employees     9,346       10,231       11,585       11,965       12,300    

 

(1)  The current assets to current liabilities ratio is higher in years prior to 2007 because of the inclusion of the Broadcast Media Group's assets as held for sale in current assets.

(2)  In 2008, earnings were inadequate to cover fixed charges by approximately $55 million as a result of non-cash impairment charges of $197.9 million ($128.0 million after tax). In 2006, earnings were inadequate to cover fixed charges by approximately $573 million as a result of a non-cash impairment charge of $814.4 million ($735.9 million after tax).

P. 20 2008 ANNUAL REPORT – Selected Financial Data



The items below are included in the Selected Financial Data.

2008

The items below had an unfavorable effect on our results of $180.1 million or $1.24 per share:

  a $160.4 million pre-tax, non-cash charge ($109.3 million after tax, or $.76 per share) for the impairment of goodwill and other intangible assets at the New England Media Group.

  an $81.0 million pre-tax charge ($46.2 million after tax, or $.32 per share) for severance costs.

  a $19.2 million pre-tax, non-cash charge ($10.7 million after tax, or $.07 per share) for the impairment of an intangible asset at the IHT, whose results are included in The New York Times Media Group.

  an $18.3 million pre-tax, non-cash charge ($10.4 million after tax or $.07 per share) for the impairment of assets for a systems project.

  a $5.6 million pre-tax, non-cash charge ($3.5 million after tax, or $.02 per share) for the impairment of our 49% ownership interest in Metro Boston.

2007

The items below increased net income by $18.8 million or $.13 per share:

  a $190.0 million pre-tax gain ($94.0 million after tax, or $.65 per share) from the sale of the Broadcast Media Group.

  a $68.2 million net pre-tax loss ($41.3 million after tax, or $.29 per share) from the sale of assets, mainly our Edison, N.J., facility.

  a $42.6 million pre-tax charge ($24.4 million after tax, or $.17 per share) for accelerated depreciation of certain assets at the Edison, N.J., facility, which we closed in March 2008.

  a $39.6 million pre-tax gain ($21.2 million after tax, or $.15 per share) from the sale of WQEW-AM.

  a $35.4 million pre-tax charge ($20.2 million after tax, or $.14 per share) for severance costs.

  an $11.0 million pre-tax, non-cash charge ($6.4 million after tax, or $.04 per share) for the impairment of an intangible asset at the T&G, whose results are included in the New England Media Group.

  a $7.1 million pre-tax, non-cash charge ($4.1 million after tax, or $.03 per share) for the impairment of our 49% ownership interest in Metro Boston.

2006

The items below had an unfavorable effect on our results of $763.0 million or $5.28 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 severance costs.

  a $20.8 million pre-tax charge ($11.5 million after tax, or $.08 per share) for accelerated depreciation of certain assets at our Edison, N.J., facility.

  a $14.3 million increase in pre-tax income ($8.3 million after tax, or $.06 per share) related to the additional week in our 2006 fiscal calendar.

  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, which we sold in October 2006.

2005

The items below increased net income by $5.6 million or $.04 per share:

  a $122.9 million pre-tax gain resulting from the sales of our previous 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 severance costs.

  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. 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 presentation of the Broadcast Media Group as a discontinued operation.

2004

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

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



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

The following discussion and analysis provides information that management believes is relevant to an assessment and understanding of our consolidated financial condition as of December 28, 2008, and results of operations for the three years ended December 28, 2008. This item should be read in conjunction with our consolidated financial statements and the related notes included in this Annual Report.

EXECUTIVE OVERVIEW

We are a diversified media company that currently includes newspapers, Internet businesses, a radio station, investments in paper mills and other investments. Our segments and divisions are:

Our revenues were $2.9 billion in 2008. 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 news services/syndication, commercial printing, digital archives, direct mail advertising services, rental income and wholesale delivery operations, which we closed in January 2009. The News Media Group's main operating costs are employee-related costs and raw materials, primarily newsprint.

P. 22 2008 ANNUAL REPORT – Management's Discussion and Analysis of Financial Condition and Results of Operations



News Media Group revenues in 2008 by category and percentage share are below.

About Group

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

Joint Ventures

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

  a 49% interest in Metro Boston, which publishes a free daily newspaper in the greater Boston area,

  a 49% interest in a Canadian newsprint company, Malbaie,

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

  a 25% interest in quadrantONE, an online advertising network that sells bundled premium, targeted display advertising onto local newspaper and other Web sites and

  a 17.75% interest in NESV, which owns the Boston Red Sox, Fenway Park and adjacent real estate, 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. In January 2009, we announced that we are exploring the possible sale of our interest in NESV.

Business Environment

We believe that a number of factors and industry trends have had, and will continue to have, an adverse effect on our business and prospects. These include the following:

Economic conditions

The recent slowdown in the economy has adversely affected, and is expected to continue to adversely affect, our advertising revenues, as well as reduce our financing flexibility.

Advertising spending, which drives a significant portion of our revenues, is susceptible to economic conditions. In 2008, declines in advertising revenues experienced in the first nine months accelerated in the fourth quarter, when the economic downturn exacerbated the declines in print and interrupted the growth trajectory of our digital businesses. National and local economic conditions, particularly in the New York City and Boston metropolitan regions, as well as in Florida and California, have affected the levels of our classified, national and retail advertising revenue. Classified advertising, which is an important category at all of our newspaper properties, declined significantly throughout the year, particularly help-wanted. Changes in spending patterns and priorities, including shifts in marketing strategies and budget cuts of key advertisers, in response to continuing and deepening softness in the economy, have depressed and may continue to depress our advertising revenue. We believe that advertising revenues are likely to continue to be challenged in 2009.

The deteriorating economic conditions also tightened credit markets, making it more difficult and costly for us to obtain replacement financing for existing debt.

Increasing competition

We face significant competition for advertising revenue in various markets and competition has intensified as a result of the continued development of digital media technologies. We expect that technological developments will continue to favor digital media choices, intensifying the challenges posed by audience fragmentation.

We have expanded and will continue to expand our digital offerings; however, most of our revenues are currently from traditional print products where advertising revenues are declining. We believe this decline, particularly in classified advertising, is due to a shift to digital media or to other forms of media and marketing in addition to the economic conditions mentioned above.

Circulation

Circulation is another significant source of revenue for us. Circulation revenues are affected by circulation and readership levels. In recent years, our newspaper properties, and the newspaper industry as a whole, have experienced difficulty maintaining and increasing circulation volume. This is due to, among other factors, increased competition from new media formats and sources other than traditional newspapers (often free to users), declining discretionary spending by consumers, higher subscription and newsstand rates charged to customers and a growing preference among some consumers to receive all or a portion of their news other than from a newspaper.

Management's Discussion and Analysis of Financial Condition and Results of Operations – THE NEW YORK TIMES COMPANY P.23



Costs

A significant portion of our costs are fixed costs and therefore we are limited in our ability to reduce costs in the short term. Our most significant costs are employee-related costs and raw materials, which together accounted for approximately 50% of our total costs in 2008. Changes in employee-related costs and the price and availability of newsprint can materially affect our operating results.

Pension obligations

As a result of significant declines in the equity markets in 2008, the funded status of our qualified pension plans was adversely affected. See the " – Pension and Postretirement Benefits" section below for additional information regarding our pension plans, including their underfunded status.

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

Our Strategy

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

Introducing new products and services

We are addressing the increasingly fragmented media landscape by building on the strength of our brands, particularly of The Times. Because of our high-quality content, we have very powerful and trusted brands that attract educated, affluent and influential audiences. To further leverage these brands, we have introduced and will continue to introduce a number of new products and services. We want to offer our consumers news, information and entertainment wherever and whenever our audience want it in print or online, in text, graphics, audio, video or even live events.

In 2008, we introduced The Times on new digital platforms, significantly expanded and deepened our online business coverage on NYTimes.com, and added new tools and multimedia features across our properties.

Strengthening our digital businesses and research and development capabilities

Online, our goal is to grow our digital businesses by broadening our audiences, deepening engagement and monetizing the usage of our Web sites. We have a more diversified revenue base mainly because NYTimes.com attracts a diverse base of national advertisers and About.com generates most of its revenues from cost-per-click and display advertising. Our goal for NYTimes.com is to build a fully interactive news and information platform, achieving sustainable leadership positions in our most profitable content areas or verticals. We have made and expect to continue to make investments to grow these areas of our Web sites that have the highest advertiser demand.

Our research and development group also helps us monitor the changing media and technology landscape so that we can anticipate consumer preferences and devise innovative ways of satisfying them. This has led to the development of new digital products across the Company and accelerated our entry onto new platforms, such as mobile.

Restructuring our cost base

Managing costs is a key component of our strategy and remains a priority in 2009 in light of weakening economic conditions and secular trends. We continuously review our cost structure to ensure that we are operating our businesses efficiently. Our focus is on streamlining our operations, eliminating unnecessary costs and achieving cost benefits from productivity gains, while maintaining the quality of our journalism and achieving our long-term strategy. We have focused our cost restructuring efforts on the following key areas: consolidating our operations; closing businesses that are not meeting their financial targets; outsourcing; optimizing circulation; reducing newsprint consumption; reducing employee-related costs and rationalizing our cost base relative to expected future revenue.

– Consolidating our operations – In March 2008, we completed the consolidation of our two New York area printing plants into one facility in College Point, N.Y., which we estimate will result in savings of approximately $30 million in annual operating costs. We plan to close our printing plant in Billerica, Mass., and consolidate the printing of the Globe into our main printing plant in Boston, Mass. The consolidation is expected to be completed during the second half of 2009 and result in about $18 million in annual savings. At our Regional Media Group, we have completed the consolidation of the mailrooms of our Gainesville and Ocala, Fla. papers, and we are looking at consolidating their production facilities.

– Closing businesses – In January 2009, we closed City & Suburban, which operated a wholesale distribution business that delivered The Times and other newspapers and magazines to newsstands and retail outlets in the New York metropolitan area. The closure is estimated to improve our operating results by approximately $27 million on an annual basis, excluding one-time costs. This is a result of an

P. 24 2008 ANNUAL REPORT – Management's Discussion and Analysis of Financial Condition and Results of Operations



estimated decrease in costs of approximately $112 million to operate City & Suburban, offset in part by an estimated decrease in revenue of approximately $85 million. The revenue decrease is expected to be in other revenues (from the elimination of delivering third-party publications) and in circulation revenue (from the sale of The Times to wholesale distributors rather than retailers).

– Outsourcing – We have outsourced certain functions, including circulation, telemarketing, customer service and financial back-office functions. At some of our smaller newspapers, we have outsourced printing to outside facilities.

– Optimizing circulation – We have reduced promotion, production, distribution and other costs related to less profitable circulation. By focusing our efforts on acquisition channels that have the best retention and are the most profitable, we expect to achieve higher margins despite declines in overall circulation volume.

– Reducing newsprint consumption – As part of our continuing efforts to reduce our newsprint consumption, we have reduced the printed page of the majority of our newspapers across the Company since 2007, including The Times, the Globe, the T&G and nine regional newspapers. With these reductions, we expect to save approximately $12 million annually from decreased newsprint consumption.

– Evaluating employee-related costs – We reduced our headcount across the Company in 2008. By year-end 2008, the number of full-time equivalent employees was approximately 9 percent lower than year-end 2007, and in January 2009, the closure of City & Suburban led to a reduction of approximately 500 full-time equivalent employees. We will continually evaluate all employee-related costs as we monitor our overall financial health.

Rebalancing our portfolio of businesses

Over the past several years, we have been rebalancing our portfolio of businesses, focusing more on growth areas, such as digital. We also continue to evaluate our businesses to determine whether they are meeting our targets for financial performance, growth and return on investment and whether they remain relevant to our strategy. In January 2009, we announced that we are exploring the possible sale of our interest in NESV.

Allocating capital and improving our liquidity

In light of deteriorating economic conditions, we have taken decisive steps to reduce capital spending and improve our liquidity. We are strongly focused on conserving cash. In 2009, we expect our capital expenditures will decrease to approximately $80 million from approximately $127 million in 2008.

In November 2008, our Board of Directors reduced our fourth-quarter dividend from $.23 per share to $.06 per share and in February 2009, the Board suspended our quarterly dividend.

In January 2009, we completed a private financing transaction for $250.0 million in senior unsecured notes and warrants. The net proceeds from this transaction were used to repurchase medium-term notes and repay amounts borrowed under our revolving credit facilities. We also continue to explore other financing initiatives, including a possible sale-leaseback transaction for up to $225 million for part of the space we own in our New York headquarters.

We remain focused on reducing our total debt. We plan to do so through the cash we generate from our businesses and the decisive steps we have taken to reduce costs, lower capital spending, suspend our dividend and rebalance our portfolio of assets. These were difficult but prudent decisions that we believe will provide us with greater financial flexibility in the current economic environment and the uncertain business outlook.

2009 Expectations

For 2009, we expect depreciation and amortization to be $140 to $150 million, which includes accelerated depreciation of approximately $5 million related to the closing of our printing plant in Billerica, Mass. We expect capital expenditures to be approximately $80 million, including about $27 million for a plant consolidation and a systems project at the News Media Group.

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



RESULTS OF OPERATIONS

Overview

Fiscal year 2008 and 2007 each comprise 52 weeks and fiscal year 2006 comprises 53 weeks. The effect of the 53rd week ("additional week") on the results of operations is discussed below.

    December 28,   December 30,   December 31,   % Change  
    2008   2007   2006   08-07   07-06  
(In thousands)   (52 weeks)   (52 weeks)   (53 weeks)      
Revenues  
Advertising   $ 1,779,699     $ 2,047,468     $ 2,153,936       (13.1 )     (4.9 )  
Circulation     910,154       889,882       889,722       2.3       0.0    
Other     259,003       257,727       246,245       0.5       4.7    
Total revenues     2,948,856       3,195,077       3,289,903       (7.7 )     (2.9 )  
Operating costs  
Production costs:  
Raw materials     250,843       259,977       330,833       (3.5 )     (21.4 )  
Wages and benefits     622,692       646,824       665,304       (3.7 )     (2.8 )  
Other     441,585       434,295       439,319       1.7       (1.1 )  
Total production costs     1,315,120       1,341,096       1,435,456       (1.9 )     (6.6 )  
Selling, general and
administrative costs
    1,332,084       1,397,413       1,398,294       (4.7 )     (0.1 )  
Depreciation and amortization     144,409       189,561       162,331       (23.8 )     16.8    
Total operating costs     2,791,613       2,928,070       2,996,081       (4.7 )     (2.3 )  
Impairment of assets     197,879       11,000       814,433       *       (98.6 )  
Net loss on sale of assets           68,156             N/A       N/A    
Gain on sale of WQEW-AM           39,578             N/A       N/A    
Operating (loss)/profit     (40,636 )     227,429       (520,611 )     *       *    
Net income/(loss) from joint
ventures
    17,062       (2,618 )     19,340       *       *    
Interest expense, net     47,790       39,842       50,651       19.9       (21.3 )  
(Loss)/income from continuing
operations before income
taxes and minority interest
    (71,364 )     184,969       (551,922 )     *       *    
Income tax (benefit)/expense     (5,726 )     76,137       16,608       *       *    
Minority interest in net (income)/
loss of subsidiaries
    (501 )     107       359       *       (70.2 )  
(Loss)/income from continuing
operations
    (66,139 )     108,939       (568,171 )     *       *    
Discontinued operations,
Broadcast Media Group:
 
Income from discontinued
operations, net of
income taxes
          5,753       24,728       N/A       (76.7 )  
Gain on sale, net of
income taxes
    8,300       94,012             (91.2 )     N/A    
Discontinued operations, net
of income taxes
    8,300       99,765       24,728       (91.7 )     *    
Net (loss)/income   $ (57,839 )   $ 208,704     $ (543,443 )     *       *    

 

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

P. 26 2008 ANNUAL REPORT – Management's Discussion and Analysis of Financial Condition and Results of Operations



Revenues

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

    December 28,   December 30,   December 31,   % Change  
    2008   2007   2006   08-07   07-06  
(In millions)   (52 weeks)   (52 weeks)   (53 weeks)      
Revenues  
News Media Group   $ 2,833.6     $ 3,092.4     $ 3,209.7       (8.4 )     (3.7 )  
About Group     115.3       102.7       80.2       12.3       28.0    
Total revenues   $ 2,948.9     $ 3,195.1     $ 3,289.9       (7.7 )     (2.9 )  

 

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:

    December 28,   December 30,   December 31,   % Change  
    2008   2007   2006   08-07   07-06  
(In millions)   (52 weeks)   (52 weeks)   (53 weeks)      
The New York Times Media Group  
Advertising   $ 1,076.6     $ 1,222.8     $ 1,268.6       (12.0 )     (3.6 )  
Circulation     668.1       646.0       637.1       3.4       1.4    
Other     180.9       183.1       171.6       (1.2 )     6.7    
Total   $ 1,925.6     $ 2,051.9     $ 2,077.3       (6.2 )     (1.2 )  
New England Media Group  
Advertising   $ 319.1     $ 389.2     $ 425.7       (18.0 )     (8.6 )  
Circulation     154.2       156.6       163.0       (1.5 )     (4.0 )  
Other     50.3       46.4       46.6       8.4       (0.3 )  
Total   $ 523.6     $ 592.2     $ 635.3       (11.6 )     (6.8 )  
Regional Media Group  
Advertising   $ 276.5     $ 338.0     $ 383.2       (18.2 )     (11.8 )  
Circulation     87.9       87.3       89.6       0.6       (2.5 )  
Other     20.0       23.0       24.3       (12.8 )     (5.7 )  
Total   $ 384.4     $ 448.3     $ 497.1       (14.3 )     (9.8 )  
Total News Media Group  
Advertising   $ 1,672.2     $ 1,950.0     $ 2,077.5       (14.2 )     (6.1 )  
Circulation     910.2       889.9       889.7       2.3       0.0    
Other     251.2       252.5       242.5       (0.5 )     4.1    
Total   $ 2,833.6     $ 3,092.4     $ 3,209.7       (8.4 )     (3.7 )  

 

Advertising Revenue

Advertising revenue is primarily determined by the volume, rate and mix of advertisements. In 2008, News Media Group advertising revenues decreased primarily due to lower print volume, partially offset by higher online advertising revenues. Print advertising revenues declined 16.7% while online advertising revenues increased 8.7%. A secular shift of print advertising to online alternatives continues to negatively affect classified, national and retail advertising at the News Media Group, and deteriorating economic conditions have produced deeper print advertising revenue declines and, in the fourth quarter of 2008, declines in online advertising revenues as well, as advertisers have significantly reduced their spending. After growing almost 14% in the first nine months of 2008, online advertising decreased 3.2% in the fourth quarter of 2008 as advertisers cut back on display advertising in response to worsening business conditions.

In 2007, News Media Group advertising revenues decreased primarily due to lower print volume and the additional week in fiscal 2006, partially offset by higher rates and higher online advertising revenues. Print advertising revenues declined 8.1% while online advertising revenues increased 18.4%.

Management's Discussion and Analysis of Financial Condition and Results of Operations – THE NEW YORK TIMES COMPANY P.27



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

    December 28,   December 30,   December 31,   % Change  
    2008   2007   2006   08-07   07-06  
(In millions)   (52 weeks)   (52 weeks)   (53 weeks)      
News Media Group  
National   $ 857.6     $ 945.5     $ 938.2       (9.3 )     0.8    
Retail     398.0       451.6       495.4       (11.9 )     (8.8 )  
Classified     357.9       489.2       578.7       (26.8 )     (15.5 )  
Other     58.7       63.7       65.2       (7.8 )     (2.4 )  
Total   $ 1,672.2     $ 1,950.0     $ 2,077.5       (14.2 )     (6.1 )  

 

Below is a percentage breakdown of 2008 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
    70 %     13 %     4 %     7 %     2 %     2 %     15 %     2 %     100 %  
New England Media Group     29       33       8       9       9       5       31       7       100    
Regional Media Group     4       56       7       11       8       7       33       7       100    
Total News Media Group     51       24       5       8       4       4       21       4       100    

 

The New York Times Media Group

Total advertising revenues declined in 2008 compared with 2007 primarily due to lower print advertising, particularly in the national category, offset in part by higher online revenues.

National advertising revenues decreased in 2008 compared with 2007 primarily due to lower print advertising, offset in part by higher online revenue. National print advertising has been negatively affected by the slowdown in the economy, with significant categories, such as entertainment and telecommunications, experiencing substantial declines. Online national advertising grew in 2008 primarily as a result of secular shifts to online alternatives, but started to decline in the fourth quarter of 2008 as advertisers cut back on spending in response to worsening business conditions.

Classified advertising declined in 2008 compared with 2007 mainly due to declines in all print categories (mainly real estate, help-wanted and automotive). The weakening economic conditions contributed to the declines in classified advertising in print and online, with declines in print classified advertising exacerbated by secular shifts to online alternatives, particularly in the real estate category.

Retail advertising in 2008 declined compared with 2007 mainly because of lower volume in various categories. Deteriorating economic conditions contributed to shifts in marketing strategies and budget cuts of major advertisers, which negatively affected retail advertising.

Year-over-year comparisons between 2007 and 2006 were affected by an additional week in 2006 due to our fiscal calendar. The effect of the additional week was estimated to be approximately $14 million for the national category, $3 million for the retail category and $1 million for the classified category.

Total advertising revenues declined in 2007 compared with 2006 primarily due to lower print advertising. While online advertising revenues grew, they were more than offset by the decline in print advertising revenues.

National advertising revenues increased in 2007 compared with 2006 primarily due to growth in online advertising as a result of increased volume. Excluding the additional week, national print advertising revenues showed a slight increase in 2007 compared with 2006.

Classified advertising declined in 2007 compared with 2006 due to lower print revenues. The decline in all print categories more than offset higher online classified revenues. The majority of the decline was in the real estate category, driven by the slowdown in the local and national housing markets.

P. 28 2008 ANNUAL REPORT – Management's Discussion and Analysis of Financial Condition and Results of Operations



In addition, all print categories were negatively affected due to shifts in advertising to online alternatives.

Retail advertising in 2007 declined compared with 2006 mainly because of lower volume in various categories. Shifts in marketing strategies and budgets of major advertisers negatively affected retail advertising.

New England Media Group

Total advertising revenues declined in 2008 compared with 2007 primarily due to the continued decline in print advertising affecting the newspaper industry.

Retail advertising in 2008 declined compared with 2007 mainly due to lower volume in print advertising. The difficult economy and challenging market conditions in Boston and the greater New England area were major factors contributing to these declines.

Classified advertising declined in 2008 in all print categories (mainly help-wanted, real estate and automotive) compared with the prior year due to lower print revenues. The majority of the decline was in the help-wanted category due to softness in the job market and the continued slowdown in the local and national housing markets. In addition, weakening economic conditions contributed to the declines in classified advertising in print and online, with declines in print classified advertising exacerbated by secular shifts to online advertising.

National advertising declined in 2008 compared with 2007 mainly due to lower volume in print advertising, partially offset by growth in online advertising.

The year-over-year comparisons between 2007 and 2006 were affected by an additional week in 2006 due to our fiscal calendar. The effect of the additional week was estimated to be approximately $2 million for each of the classified, retail and national categories.

Total advertising revenues declined in 2007 compared with 2006 primarily due to lower print advertising. While online advertising revenues grew, they were more than offset by the decline in print advertising revenues.

Classified advertising declined in 2007 compared with the prior year due to lower print revenues. There were declines in the real estate, automotive and help-wanted print categories. The majority of the decline was in the real estate category driven by the slowdown in the local and national housing markets. In addition, the declines in print advertising were due to shifts in advertising to online alternatives.

Retail advertising in 2007 declined compared with 2006 primarily due to decreases in print advertising. The consolidation of two large retailers and reductions in advertising at a major advertiser contributed to the decline.

National advertising declined in 2007 compared with 2006 mainly due to lower volume in print advertising, partially offset by growth in online advertising.

Regional Media Group

Total advertising revenues declined in 2008 compared with 2007 primarily due to declines in all print categories, particularly in the classified areas, which were mainly driven by the downturn in the Florida and California housing markets and softening economic conditions. About two-thirds of advertising revenues of the Regional Media Group came from newspapers in Florida and California. In addition, in 2008 online classified advertising decreased due to deteriorating market conditions.

The year-over-year comparisons between 2007 and 2006 were affected by an additional week in 2006 due to our fiscal calendar.

The effect of the additional week was estimated to be approximately $4 million for the retail category and $2 million for the classified category.

Total advertising revenues declined in 2007 compared with 2006 primarily due to lower print advertising. While online advertising revenues grew, they were more than offset by the decline in print advertising revenues.

Retail advertising decreased in 2007 compared with 2006 mainly due to reduced spending in various categories as a result of a loss in consumer confidence resulting from the downturn in the real estate market.

Classified advertising declined in 2007 compared with 2006 due to lower volume across all print categories. The downturn in the Florida and California housing markets resulted in reduced spending, which affected not only real estate but help-wanted advertising as well.

Circulation Revenue

Circulation revenue is based on the number of copies sold and the subscription and newsstand rates charged to customers. Our newspapers have been executing a circulation strategy of reducing the amount of less profitable circulation. As we execute this strategy, we are seeing circulation declines but have realized, and believe we will continue to realize, significant benefits in reduced costs and improved circulation profitability.

Management's Discussion and Analysis of Financial Condition and Results of Operations – THE NEW YORK TIMES COMPANY P.29



Circulation revenues in 2008 increased compared with 2007 because of higher home-delivery and newsstand prices, offset by volume declines across the News Media Group. The Times increased home-delivery and weekday newsstand prices in the third quarter of 2007 and 2008. The Globe increased its newsstand and home-delivery prices in the first and third quarters of 2008 and several regional newspapers increased home-delivery prices in 2008.

Circulation revenues in 2007 were on par with 2006. The effect of the additional week in fiscal 2006 and volume declines offset the higher prices for The Times. In the fourth quarter of 2006, The Times raised the newsstand price of the Northeast edition of the Sunday Times and increased home-delivery prices. In the third quarter of 2007, The Times raised the newsstand price of the Sunday Times in the greater New York metropolitan area and the daily newsstand price nationwide and increased home-delivery prices. At the New England and Regional Media Groups, circulation revenues declined primarily due to lower volume.

Other Revenues

Other revenues for the News Media Group decreased in 2008 compared with 2007 primarily due to the elimination of subscription revenues for TimesSelect, a fee-based product offering subscribers exclusive online access to columnists of The Times and the IHT and The Times's archives, which was discontinued in September 2007, offset in part by rental income from the lease of six floors in our New York headquarters. In 2009, other revenues will no longer include revenues from our wholesale delivery operations, which we closed in January 2009.

Other revenues increased in 2007 compared with 2006 principally due to increased subscription revenues from Baseline, which we acquired in August 2006, and rental income from our lease of then five floors in our New York headquarters, partially offset by a decrease in subscription revenues from TimesSelect.

About Group

In 2008, revenues for the About Group increased primarily due to higher advertising rates in cost-per-click advertising, offset in part by lower display advertising mainly as a result of a decrease in spending by advertisers. Revenues declined in the fourth quarter of 2008 compared with 2007 as online advertisers cut back on spending in response to worsening business conditions.

In 2007, revenues for the About Group increased primarily due to increased display and cost-per-click advertising. In addition, revenues increased due to the acquisition of ConsumerSearch, Inc., which was acquired in May 2007.

Operating Costs

Below are charts of our consolidated operating costs.

Components of Consolidated
Operating Costs
  Consolidated Operating Costs
as a Percentage of Revenues
 

 

  

P. 30 2008 ANNUAL REPORT – Management's Discussion and Analysis of Financial Condition and Results of Operations



Operating costs were as follows:

    December 28,   December 30,   December 31,   % Change  
    2008   2007   2006   08-07   07-06  
(In millions)   (52 weeks)   (52 weeks)   (53 weeks)      
Operating costs  
Production costs:  
Raw materials   $ 250.8     $ 260.0     $ 330.8       (3.5 )     (21.4 )  
Wages and benefits     622.7       646.8       665.3       (3.7 )     (2.8 )  
Other     441.6       434.3       439.4       1.7       (1.1 )  
Total production costs     1,315.1       1,341.1       1,435.5       (1.9 )     (6.6 )  
Selling, general and
administrative costs
    1,332.1       1,397.4       1,398.3       (4.7 )     (0.1 )  
Depreciation and amortization     144.4       189.6       162.3       (23.8 )     16.8    
Total operating costs   $ 2,791.6     $ 2,928.1     $ 2,996.1       (4.7 )     (2.3 )  

 

Production Costs

Total production costs in 2008 decreased 1.9% ($26.0 million) compared with 2007 primarily due to lower compensation-related costs ($15.1 million), mainly resulting from a reduced workforce, lower benefits expense ($9.5 million) and lower raw materials expense ($9.2 million), primarily driven by a decline in newsprint consumption. These decreases were partially offset by higher professional fees ($2.9 million).

In 2008, newsprint expense declined 6.1% compared with 2007, stemming from an 18.9% decrease in consumption, offset in part by a 12.8% increase in newsprint prices. Newsprint prices, which had generally declined in late 2006 and most of 2007, began to increase in the fourth quarter of 2007 and continued to increase in 2008, although several suppliers delayed or rescinded proposed price increases during the fourth quarter of 2008 due to market conditions.

Total production costs in 2007 decreased 6.6% ($94.4 million) compared with 2006 primarily due to lower raw materials expense ($70.8 million), mainly newsprint costs, and compensation-related costs ($17.3 million). The additional week in 2006 contributed approximately $31.7 million in production costs, including $5.5 million of newsprint expense and $9.6 million of compensation-related costs. These decreases were partially offset by higher content costs ($4.8 million) primarily at the About Group.

In 2007, newsprint expense declined 21.2% compared with 2006, with 10.9% resulting from lower consumption and 10.3% resulting from lower newsprint prices.

Selling, General and Administrative Costs

Total selling, general and administrative costs in 2008 decreased 4.7% ($65.3 million) compared with 2007 mainly because of lower compensation-related costs ($53.2 million), due to lower incentive compensation and a reduced workforce, benefits expense ($20.3 million), promotion costs ($19.1 million) and professional fees ($8.1 million). Lower pension and other postretirement expense reduced benefits expense. Lower promotion costs resulted from our circulation strategy of reducing the amount of less profitable circulation. These decreases were partially offset by higher severance costs ($45.0 million), which included approximately $29 million for severance costs in connection with the closure of City & Suburban.

Total selling, general and administrative costs decreased 0.1% ($0.9 million) in 2007 mainly because of lower promotion costs ($13.1 million) and outside printing and distribution costs ($10.7 million) as a result of cost-saving initiatives. These decreases were partially offset by increased professional fees ($19.6 million) associated with our New York headquarters ($13.0 million) and cost-saving initiatives ($3.5 million), as well as increased severance costs ($2.3 million) resulting from our strategic focus to increase our operational efficiency and reduce costs. The additional week in 2006 contributed approximately $5.1 million in additional selling, general and administrative costs.

Management's Discussion and Analysis of Financial Condition and Results of Operations – THE NEW YORK TIMES COMPANY P.31



Depreciation and Amortization

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

    December 28,   December 30,   December 31,   % Change  
    2008   2007   2006   08-07   07-06  
(In millions)   (52 weeks)   (52 weeks)   (53 weeks)      
Depreciation and Amortization  
News Media Group   $ 124.4     $ 168.1     $ 143.7       (26.0 )     17.0    
About Group     12.2       14.4       11.9       (14.8 )     20.6    
Corporate     7.8       7.1       6.7       10.1       5.0    
Total depreciation and amortization   $ 144.4     $ 189.6     $ 162.3       (23.8 )     16.8    

 

Depreciation and amortization decreased at the News Media Group in 2008 compared with 2007 primarily because beginning in the second quarter of 2008 there was no accelerated depreciation for assets at the Edison, N.J., printing facility, which we closed in March 2008. In 2008, accelerated depreciation for assets at the Edison, N.J., printing facility totaled $5.0 million compared with $42.6 million in 2007.

The About Group's depreciation and amortization decreased in 2008 compared with 2007 mainly because an asset reached the end of its amortization period in the second quarter of 2008.

In 2007, depreciation and amortization increased primarily because of an additional $21.8 million in accelerated depreciation expense for assets at the Edison, N.J., facility, as well as $15.1 million for depreciation expense of our New York headquarters. These increases were partially offset by lower amortization expense ($10.9 million) at the New England Media Group for a fully amortized asset and the write-down of certain intangible assets in the fourth quarter of 2006.

The About Group's depreciation and amortization increased in 2007 compared with 2006 primarily due to the amortization of certain intangible assets as a result of the ConsumerSearch, Inc. acquisition.

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

    December 28,   December 30,   December 31,   % Change  
    2008   2007   2006   08-07   07-06  
(In millions)   (52 weeks)   (52 weeks)   (53 weeks)      
Operating costs  
News Media Group   $ 2,666.1     $ 2,804.3     $ 2,892.5       (4.9 )     (3.1 )  
About Group     75.9       68.0       49.4       11.7       37.7    
Corporate     49.6       55.8       54.2       (11.1 )     3.1    
Total operating costs   $ 2,791.6     $ 2,928.1     $ 2,996.1       (4.7 )     (2.3 )  

 

News Media Group

In 2008, operating costs for the News Media Group decreased 4.9% ($138.2 million) compared with 2007 primarily due to lower compensation-related costs ($67.8 million), depreciation and amortization ($43.7 million), benefits expense ($24.5 million), promotion costs ($20.9 million) and raw materials expense ($9.2 million). These decreases were partially offset by higher severance costs ($44.6 million).

In 2007, operating costs for the News Media Group decreased 3.1% ($88.2 million) compared with 2006 primarily due to lower raw materials expense ($70.8 million), mainly newsprint costs, and lower compensation-related costs ($45.6 million). These decreases were partially offset by higher depreciation and amortization expense ($24.4 million) and higher professional fees ($17.3 million). The additional week in 2006 contributed a total of approximately $36.2 million in operating costs, including $5.5 million of newsprint expense and $14.3 million of compensation-related costs.

About Group

Operating costs for the About Group increased 11.7% ($7.9 million) primarily due to higher marketing costs ($3.5 million), content costs ($1.7 million), professional fees ($1.1 million), and compensation-related costs ($0.9 million). The increase in marketing and professional fees was primarily due to investments in new revenue initiatives and the redesign of the ConsumerSearch.com Web site in 2008. In addition, operating costs reflect costs from ConsumerSearch, Inc. for the full year of 2008 and only from the date of acquisition in May 2007.

P. 32 2008 ANNUAL REPORT – Management's Discussion and Analysis of Financial Condition and Results of Operations



Operating costs for the About Group increased 37.7% ($18.6 million) in 2007 compared with 2006 primarily due to higher compensation-related costs ($7.6 million), content costs ($4.4 million) and higher amortization expense ($2.1 million). These increases were primarily due to investments in new initiatives and costs associated with the acquisition of ConsumerSearch, Inc.

Corporate

Operating costs for Corporate decreased 11.1% ($6.2 million) in 2008 compared with 2007 primarily due to lower benefits expense ($6.0 million).

Operating costs for Corporate increased 3.1% ($1.6 million) in 2007 compared with 2006 primarily due to increased professional fees associated with our cost-saving efforts.

Impairment of Assets

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

In the third quarter of 2008, we performed an interim impairment test at the New England Media Group, which is part of the News Media Group reportable segment, due to certain impairment indicators, including the continued decline in print advertising revenue affecting the newspaper industry and lower-than-expected current and projected operating results. The assets tested include goodwill, indefinite-lived intangible assets, other long-lived assets being amortized and an equity method investment in Metro Boston.

We did not finalize our interim impairment analysis in the third quarter of 2008, due to the timing and complexity of the calculations, but recorded an estimated non-cash impairment charge of $166.0 million. We finalized our interim impairment analysis in the fourth quarter of 2008 and concluded that no adjustment to the estimated charge was necessary. This impairment charge reduced the carrying value of goodwill and other intangible assets of the New England Media Group to zero.

The fair value of the New England Media Group's goodwill is the residual fair value after allocating the total fair value of the New England Media Group to its other assets, net of liabilities. The total fair value of the New England Media Group was estimated using a combination of a discounted cash flow model (present value of future cash flows) and a market approach model based on comparable businesses. The goodwill is not tax deductible because the 1993 acquisition of the Globe was structured as a tax-free stock transaction.

The fair value of the masthead at the New England Media Group was calculated using a relief-from-royalty method and the fair value of the customer list was calculated by estimating the present value of associated future cash flows.

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

The carrying value of our investment in Metro Boston was written down to fair value because the business had experienced lower-than-expected growth and we anticipated lower growth compared with previous projections, leading management to conclude that the investment was other than temporarily impaired. The impairment was recorded within "Net income/(loss) from joint ventures."

Our 2008 annual impairment test, which was completed in the fourth quarter, resulted in an additional non-cash impairment charge of $19.2 million relating to the IHT masthead. The impairment charge reduced the carrying value of the IHT masthead to zero. The asset impairment mainly resulted from lower projected operating results and cash flows primarily due to the economic downturn and secular decline of print advertising revenues. The fair value of the masthead was calculated using a relief-from-royalty method.

In connection with our annual impairment test, no goodwill impairment was recognized at the Regional Media Group, a reporting unit that includes approximately $160 million of goodwill. However, because the Regional Media Group's estimated fair value approximates its carrying value, we believe that if the economic downturn and the secular decline in print advertising have a greater impact than expected on its cash flows, an interim impairment test would be necessary and a goodwill impairment charge could be likely.

We also reviewed whether an interim impairment test was necessary in the fourth quarter (subsequent to our annual impairment assessment date), given a decline in market capitalization. However, we believed the decline was not related to lower fair values of the Company's reporting units, but rather to negative market conditions due to the credit crisis, the economic recession and the current issues in the industry and, as a result, an interim impairment test was not required.

In 2007 and 2006, our annual impairment testing resulted in non-cash impairment charges of $18.1 million and $814.4 million, respectively, related to write-downs of intangible assets, including goodwill, at the New England Media Group and our Metro Boston investment. The asset impairments mainly resulted from declines in current and

Management's Discussion and Analysis of Financial Condition and Results of Operations – THE NEW YORK TIMES COMPANY P.33



projected operating results and cash flows of the New England Media Group due to, among other factors, unfavorable economic conditions, advertiser consolidations in the New England area and increased competition with online media.

See " – Critical Accounting Policies – Long – Lived Assets" for information on our impairment testing.

The impairment charges recorded for 2008, 2007 and 2006 that are included in "Impairment of assets" and "Net income/(loss) from joint ventures" in our Consolidated Statements of Operations are presented below by asset.

    December 28, 2008   December 30, 2007   December 31, 2006  
(In millions)   Pre-tax   Tax   After-tax   Pre-tax   Tax   After-tax   Pre-tax   Tax   After-tax  
Newspaper mastheads   $ 57.5     $ 22.7     $ 34.8     $ 11.0     $ 4.6     $ 6.4     $ 6.5     $ 2.7     $ 3.8    
Goodwill     22.9             22.9                         782.3       65.0       717.3    
Customer list     8.3       3.0       5.3                         25.6       10.8       14.8    
Property, plant and equipment     109.2       44.2       65.0                                        
Total     197.9       69.9       128.0       11.0       4.6       6.4       814.4       78.5       735.9    
Metro Boston investment     5.6       2.1       3.5       7.1       3.0       4.1                      
Total   $ 203.5     $ 72.0     $ 131.5     $ 18.1     $ 7.6     $ 10.5     $ 814.4     $ 78.5     $ 735.9    

 

Net Loss on Sale of Assets

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

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

Gain on Sale of WQEW-AM

In April 2007, we sold WQEW-AM to Radio Disney, LLC (which had been providing substantially all of WQEW-AM's programming through a time brokerage agreement) for $40.0 million. We recognized a pre-tax gain of $39.6 million ($21.2 million after tax) in 2007.

Operating (Loss)/Profit

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

    December 28,   December 30,   December 31,   % Change  
    2008   2007   2006   08-07   07-06  
(In millions)   (52 weeks)   (52 weeks)   (53 weeks)      
Operating (Loss)/Profit  
News Media Group   $ (30.4 )   $ 248.5     $ (497.2 )     *       *    
About Group     39.4       34.7       30.8       13.5       12.6    
Corporate     (49.6 )     (55.8 )     (54.2 )     (11.1 )     3.1    
Total   $ (40.6 )   $ 227.4     $ (520.6 )     *       *    

 

*  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," "Operating Costs," "Impairment of Assets," "Net Loss on Sale of Assets," and "Gain on Sale of WQEW-AM" sections above.

NON-OPERATING ITEMS

Net Income/(Loss) from Joint Ventures

We have investments in Metro Boston, two paper mills (Malbaie and Madison), quadrantONE and

P.34 2008 ANNUAL REPORT – Management's Discussion and Analysis of Financial Condition and Results of Operations



NESV, which are accounted for under the equity method. Our proportionate share of these investments is recorded in "Net income/(loss) 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 2008, we had net income from joint ventures of $17.1 million compared with a net loss of $2.6 million in 2007. In 2008, the paper mills in which we have equity interests benefited from higher paper prices. In addition, NESV had higher earnings. These increases were offset in part by a non-cash impairment charge of $5.6 million in 2008 for Metro Boston.

In January 2009, we announced that we are exploring the possible sale of our ownership interest in NESV.

In 2007, we had a net loss from joint ventures of $2.6 million compared with net income of $19.3 million in 2006. The net loss in 2007 was due to lower market prices for newsprint and supercalendered paper at the paper mills as well as a $7.1 million non-cash impairment of our 49% ownership interest in Metro Boston. 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.

Interest Expense, Net

Interest expense, net, was as follows:

(In millions)   December 28,
2008
(52 weeks)
  December 30,
2007
(52 weeks)
  December 31,
2006
(53 weeks)
 
Interest expense, net  
Interest expense   $ 50.8     $ 59.0     $ 73.5    
Capitalized interest     (2.6 )     (15.8 )     (14.9 )  
Interest income     (0.4 )     (3.4 )     (7.9 )  
Total interest expense, net   $ 47.8     $ 39.8     $ 50.7    

 

"Interest expense, net" increased in 2008 compared with 2007 primarily due to lower capitalized interest and interest income offset by lower interest expense. We had higher capitalized interest in 2007 mainly as a result of borrowings related to the construction of our New York headquarters, which we began to occupy in the second quarter of 2007. Interest income was higher in 2007 as a result of funds we advanced to our development partner for the construction of our New York headquarters. This loan was fully repaid in October 2007. We had lower interest expense in 2008 mainly as a result of lower average interest rates and the maturity of medium-term notes in 2007.

"Interest expense, net" decreased in 2007 compared with 2006 primarily due to the lower levels of debt outstanding. In addition, interest expense was lower due to the termination of the Edison, N.J., lease and lower interest income from funds advanced on behalf of our development partner for the construction of our New York headquarters. The cash proceeds from the sales of the Broadcast Media Group and WQEW-AM were used to reduce debt levels.

Income Taxes

We had an income tax benefit of $5.7 million in 2008 compared with income tax expense of $76.1 million in 2007. The effective income tax rate was 8.0% in 2008 compared with 41.2% in 2007. In 2008, the effective income tax rate was lower because of non-deductible losses on investments in Company-owned life insurance policies and non-deductible goodwill impairment charges. In 2007, the effective income tax rate was affected by the asset sales in the second quarter of 2007 (see Notes 2, 5 and 8 of the Notes to the Consolidated Financial Statements) and an unfavorable tax adjustment for a change in New York State tax law. In 2006, the effective income tax rate was 3% because the majority of the non-cash impairment charge of $814.4 million at the New England Media Group was non-deductible for tax purposes and, therefore decreased the effective income tax rate by approximately 39%.

Discontinued Operations

On May 7, 2007, we sold our Broadcast Media Group, which consisted of nine network-affiliated television stations, their related Web sites and digital operating center, for approximately $575 million. This decision was a result of an analysis of our business portfolio and allowed us to place an even greater emphasis on developing and integrating our print and growing digital businesses. The Broadcast Media Group is no longer included as a separate reportable segment of the Company and, in accordance with FAS 144, the Broadcast Media Group's results of operations are presented as discontinued operations and certain

Management's Discussion and Analysis of Financial Condition and Results of Operations – THE NEW YORK TIMES COMPANY P.35



assets and liabilities are classified as held for sale for all periods presented before the Group's sale.

In 2007, we recognized a pre-tax gain on the sale of approximately $190 million (approximately $94 million after tax). In 2008, net income from discontinued operations of approximately $8 million was due to a reduction in income taxes on the gain on the sale and post-closing adjustments to the gain. See Note 5 of the Notes to the Consolidated Financial Statements for additional information regarding discontinued operations.

The Broadcast Media Group's results of operations presented as discontinued operations are summarized below.

(In millions)   December 28,
2008
(52 weeks)
  December 30,
2007
(52 weeks)
  December 31,
2006
(53 weeks)
 
Revenues   $     $ 46.7     $ 156.8    
Total operating costs           36.9       115.4    
Pre-tax income           9.8       41.4    
Income tax expense           4.0       16.7    
Income from discontinued operations, net of income taxes           5.8       24.7    
Gain on sale, net of income taxes:  
Gain/(loss)on sale, before taxes     (0.6 )     190.0          
Income tax (benefit)/expense     (8.9 )     96.0          
Gain on sale, net of income taxes     8.3       94.0          
Discontinued operations, net of income taxes   $ 8.3     $ 99.8     $ 24.7    

 

LIQUIDITY AND CAPITAL RESOURCES

Overview

The following table presents information about our financial position.

Financial Position Summary

(In millions, except ratios)   December 28,
2008
  December 30,
2007
  % Change
08-07
 
Cash and cash equivalents   $ 56.8     $ 51.5       10.2    
Short-term debt(1)     479.0       356.3       34.4    
Long-term debt(1)     580.4       678.7       (14.5 )  
Stockholders' equity     504.0       978.2       (48.5 )  
Ratios:  
Total debt to total capitalization     68 %     51 %     33.3    
Current assets to current liabilities     .60       .68       (11.8 )  

 

(1)  In 2008, short-term debt includes borrowings under revolving credit agreements, current portion of long-term debt and current portion of capital lease obligations. In 2007, short-term debt includes borrowings under revolving credit agreements, commercial paper outstanding, current portion of long-term debt and current portion of capital lease obligations. Long-term debt includes the long-term portion of capital lease obligations.

We meet our cash obligations with cash inflows from operations as well as third-party financing. Our primary sources of cash inflows from operations are advertising and circulation sales. Advertising provided 60% and circulation provided 31% of total revenues in 2008. The remaining cash inflows from operations are from other revenue sources such as news services/syndication, commercial printing, digital archives, direct mail advertising services, rental income and wholesale delivery operations, which we closed in January 2009 as discussed above. Our primary source of cash outflows are for employee compensation, pension and other benefits, raw materials, services and supplies, interest and income taxes. In addition, cash is used for investing in high-return capital projects and to pay maturing debt.

Any cash in excess of cash required for cash obligations is available for:

P. 36 2008 ANNUAL REPORT – Management's Discussion and Analysis of Financial Condition and Results of Operations



  reducing our debt to allow for financing flexibility in the future; and

  making acquisitions and investments that are both financially and strategically attractive.

Our advertising revenues have been adversely affected by increased competition arising from the growth of media alternatives, including distribution of news, entertainment and other information over the Internet and through mobile phones and other devices. A secular shift from print advertising to online alternatives has contributed and will likely continue to contribute to significant declines in print advertising revenues. In addition, the disruption in the global economy has adversely affected and will continue to adversely affect our level of advertising revenues and a failure of economic conditions to improve most likely will continue to adversely affect our cash inflows from operations.

The deteriorating economic conditions have also tightened credit markets, making it more difficult and costly for us to obtain replacement financing for our existing debt.

Required contributions for our qualified pension plans can have a significant impact on cash flows. As a result of significant declines in the equity markets in 2008, the funded status of our qualified pension plans was adversely affected. See " – Pension and Postretirement Benefits" for additional information regarding our pension plans, including their underfunded status.

We have taken and will continue to take steps to improve our liquidity. These actions include but are not limited to:

  implementing various cost-cutting initiatives, as discussed above, including consolidating our operations; optimizing circulation; reducing newsprint consumption; reducing employee-related costs; and rationalizing our cost base relative to expected future revenue;

  reducing our fourth-quarter 2008 dividend and in February 2009, suspending our quarterly dividends on our Class A and Class B Common Stock;

  entering into a private financing transaction for $250.0 million (see below);

  exploring a sale-leaseback for part of the space we own in our New York headquarters building for up to $225 million; and

  evaluating our portfolio of assets, such as exploring the possible sale of our interest in NESV.

In 2009 we expect our cash balance, cash provided from operations, and third-party financing, described below, to be sufficient to meet our cash obligations.

Capital Resources

Sources and Uses of Cash

Cash flows by category were as follows:

    December 28,   December 30,   December 31,   % Change  
(In millions)   2008   2007   2006   08-07   07-06  
Operating activities   $ 247.6     $ 110.7     $ 422.3       *       (73.8 )  
Investing activities   $ (175.5 )   $ 148.3     $ (288.7 )     *       *    
Financing activities   $ (67.4 )   $ (280.5 )   $ (106.2 )     (76.0 )     *    

 

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

Operating Activities

Operating cash inflows include cash receipts from advertising and circulation sales and other revenue transactions. Operating cash outflows include payments for employee compensation, pension and other benefits, raw materials, services and supplies, interest and income taxes.

Net cash provided by operating activities increased approximately $137 million in 2008 compared with 2007, mainly due to higher working capital requirements in 2007, primarily driven by the income taxes paid on the gains on the sales of the Broadcast Media Group and WQEW-AM, which was partially offset by lower advertising revenues in 2008.

Net cash provided by operating activities decreased approximately $312 million in 2007 compared with 2006. Operating cash flows decreased due to higher working capital requirements primarily driven by income taxes paid on the gains on the sales of the Broadcast Media Group and WQEW-AM and lower earnings.

Investing Activities

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

Management's Discussion and Analysis of Financial Condition and Results of Operations – THE NEW YORK TIMES COMPANY P.37



Net cash used in investing activities in 2008 was primarily due to capital expenditures related to the consolidation of our New York area printing operations into our facility in College Point, N.Y., and for construction of our New York headquarters.

Net cash provided by investing activities in 2007 was due to proceeds from the sales of the Broadcast Media Group, WQEW-AM and the Edison, N.J., assets, partially offset by capital expenditures primarily related to the construction of our New York headquarters and the consolidation of our New York metro area print operations, and payments to acquire the Edison, N.J., facility.

Net cash used in investing activities in 2006 was primarily due to the construction of our New York headquarters and acquisitions of Baseline and Calorie-Count.com. In 2006, we received $100 million from the sale of our 50% ownership interest in Discovery Times Channel.

Capital expenditures (on an accrual basis) were $127.2 million in 2008, $375.4 million in 2007 and $358.4 million in 2006. The 2008, 2007 and 2006 amounts include costs related to our New York headquarters of approximately $17 million, $166 million and $192 million, respectively, as well as our development partner's costs of $55 million in 2007 and $54 million in 2006.

Financing Activities

Cash from financing activities generally includes borrowings under third-party financing arrangements and the issuance of long-term debt. Cash used in financing activities generally includes the repayment of amounts outstanding under third-party financing arrangements and long-term debt; the payment of dividends; and the repurchase of our Class A Common Stock.

Net cash used in financing activities decreased approximately $213 million in 2008 compared with 2007 primarily due to lower repayments of commercial paper and medium-term notes of approximately $251 million, partially offset by $66 million received from our development partner for a loan receivable in 2007.

Net cash used in financing activities increased in 2007 compared with 2006 primarily due to the repayment of our commercial paper and medium-term notes, partially offset by borrowings under our revolving credit agreements.

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

Third-Party Financing

We currently rely upon our revolving credit agreements and a private financing arrangement for financing to supplement cash flows from operations. We are also considering various other financing alternatives, including a sale-leaseback of a portion of our New York headquarters that we own.

Our total debt, including borrowings under revolving credit agreements and capital lease obligations, was $1.1 billion as of December 28, 2008, and including these items and commercial paper, was $1.0 billion as of December 30, 2007. See Note 9 of the Notes to the Consolidated Financial Statements for additional information.

Total unused borrowing capacity under all financing arrangements was $373.6 million as of December 28, 2008.

Senior Unsecured Obligations

On January 21, 2009, we closed a securities purchase agreement with Inmobiliaria Carso, S.A. de C.V. and Banco Inbursa S.A., Institución de Banca Múltiple, Grupo Financiero Inbursa (each an "Investor" and collectively the "Investors"), pursuant to which we issued for an aggregate purchase price of $250.0 million (net of a $4.5 million investor funding fee) (1) $250.0 million aggregate principal amount of 14.053% senior unsecured notes due January 15, 2015, and (2) detachable warrants to purchase 15.9 million shares of our Class A Common Stock at a price of $6.3572 per share. Each Investor is an affiliate of Carlos Slim Helú, the beneficial owner of approximately 7% of our Class A Common Stock (excluding the warrants). Each Investor purchased an equal number of notes and warrants. We used the net proceeds to repay amounts borrowed under our revolving credit facilities.

The senior unsecured notes contain certain covenants that, among other things, limit (subject to exceptions) our ability and the ability of certain of our subsidiaries to incur or guarantee additional debt (other than certain refinancing of existing debt, borrowings available under existing credit agreements and certain other debt, in each case subject to the provisions of the securities purchase agreement), unless (1) the debt is incurred after March 31, 2010, and (2) immediately after incurrence of the debt, our fixed charge coverage (defined as the ratio of our consolidated earnings before interest, taxes, depreciation and amortization, as adjusted according to the terms of the securities purchase agreement, to the consolidated fixed charges) for the most recent four full fiscal quarters is at least 2.75:1.

P. 38 2008 ANNUAL REPORT – Management's Discussion and Analysis of Financial Condition and Results of Operations



Ratings

In April 2008, Standard & Poor's lowered its investment rating on our long-term debt to BBB- from BBB. In October 2008, it again lowered its rating, to a below-investment grade rating of BB-, with a negative outlook, citing the effects on our operating performance of a likely U.S. recession over the immediate term accelerating secular advertising revenue declines.

In April 2008, Moody's Investors Service downgraded our senior unsecured debt rating to Baa3 from Baa1, and in January 2009, it downgraded our senior unsecured rating to Ba3 from Baa3, citing weakened operating performance expectations and a significant increase in our underfunded pension obligation.

We have no liabilities subject to accelerated payment upon a ratings downgrade and do not expect a material increase in our current borrowing costs as a result of these ratings actions. However, we expect that any future long-term borrowings or the extension or replacement of our short-term borrowing facilities will reflect the impact of our below investment-grade ratings, increasing our borrowing costs, limiting our financing options, including limiting our access to the unsecured borrowing market, and subjecting us to more restrictive covenants appropriate for non-investment grade issuers. Additional reductions in our credit ratings could further increase our borrowing costs, subject us to more onerous terms and reduce our borrowing flexibility in the future.

Revolving Credit Agreements

Our $800.0 million revolving credit agreements ($400.0 million credit agreement maturing in May 2009 and $400.0 million credit agreement maturing in June 2011) are used for general corporate purposes. In addition, these revolving credit agreements provide a facility for the issuance of letters of credit. 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 amount available under our revolving credit agreements is summarized in the following table.

(In millions)   December 28,
2008
 
Revolving credit agreements   $ 800.0    
Less:  
Amount outstanding under revolving credit
agreements (weighted average interest
rate of 2.8% as of December 28, 2008)
    380.0    
Letters of credit     46.4    
Amount available under revolving
credit agreements
  $ 373.6    

 

The revolving credit agreements each contain a covenant that requires a specified level of stockholders' equity, which, as defined by the agreements, does not include accumulated other comprehensive loss and excludes the impact of non-cash impairment charges. The required levels of stockholders' equity (as defined by the agreements) is the sum of $950.0 million plus an amount equal to 25% of net income for each fiscal year ending after December 28, 2003 for which net income is positive. As of December 28, 2008, the amount of stockholders' equity in excess of the required levels was approximately $617 million.

We do not intend to renew the $400.0 million credit facility expiring in May 2009 as we believe the amounts available under the $400.0 million credit facility expiring in June 2011, in combination with other financing sources, will be sufficient to meet our financing needs through the expiration of that credit facility.

Commercial Paper

Because of tightening short-term credit markets in recent months and recent credit downgrades by Standard & Poor's and Moody's, resulting in wider interest rate spreads, we are no longer utilizing our commercial paper program and rely on our revolving credit agreements and the private financing transaction discussed above for short-term funding. We did not have any commercial paper outstanding as of December 28, 2008, and had $111.7 million in commercial paper outstanding as of December 30, 2007, with an annual weighted-average interest rate of 5.5% per annum and an average of 10 days to maturity from original issuance. In 2007, we used the proceeds from the sales of the Broadcast Media Group and WQEW-AM to repay commercial paper outstanding.

Medium-Term Notes

In December 2008 we repaid our 10-year 5.625% Series I medium-term notes in an aggregate principal amount of $49.5 million.

Our 10-year 7.125% Series I medium-term notes in an aggregate principal amount of $49.5 million and our 10-year 6.950% Series I medium-term notes in an aggregate principal amount of $49.5 million were scheduled to mature in November 2009. As of December 28, 2008, these notes were reclassed to "Current portion of long-term debt and capital lease obligations" from "Long-term debt" in our Consolidated Balance Sheet.

In February 2009, we repurchased our 10-year 7.125% Series I medium-term notes in an aggregate principal amount of $49.5 million, maturing

Management's Discussion and Analysis of Financial Condition and Results of Operations – THE NEW YORK TIMES COMPANY P.39



November 2009, for a price of $49.4 million, or 99.875% of par (including commission).

Contractual Obligations

The information provided is based on management's best estimate and assumptions as of December 28, 2008. Actual payments in future periods may vary from those reflected in the table.

    Payment due in  
(In millions)   Total   2009   2010-2011   2012-2013   Later Years  
Long-term debt(1)   $ 795.0     $ 134.8     $ 287.6     $ 103.9     $ 268.7    
Capital leases(2)     12.7       0.6       1.1       1.1       9.9    
Operating leases(2)     111.2       22.6       30.0       22.5       36.1    
Benefit plans(3)     1,328.4       112.7       232.8       249.8       733.1    
Total   $ 2,247.3     $ 270.7     $ 551.5     $ 377.3     $ 1,047.8    

 

(1)  Includes estimated interest payments on long-term debt and our 10-year 7.125% Series I medium-term notes in an aggregate principal amount of $49.5 million that was repurchased in February 2009 for $49.4 million. Excludes borrowings under revolving credit facilities of $380.0 million as of December 28, 2008. These amounts will be paid in 2009. See Note 9 of the Notes to the Consolidated Financial Statements for additional information related to our borrowings under revolving credit facilities 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 10-year period; therefore the amounts included in the "Later Years" column only include payments for the period of 2014-2018. While benefit payments under these plans are expected to continue beyond 2018, we believe that an estimate beyond this period is unreasonable. See Notes 12 and 13 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) uncertain tax positions under FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109 ("FIN 48") 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. See Note 14 of the Notes to the Consolidated Financial Statements for additional information on "Other Liabilities – Other."

Our tax liability for uncertain tax positions was approximately $128 million, including approximately $35 million of accrued interest and penalties. Until formal resolutions are reached between us and the tax authorities, the timing and amount of a possible audit settlement for uncertain tax benefits is not practicable. Therefore, we do not include this obligation in the table of contractual obligations. See Note 11 of the Notes to the Consolidated Financial Statements for additional information on "Income Taxes."

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 arm's 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 letters of credit outstanding of approximately $46 million, primarily for obligations under our workers' compensation program and for our New York headquarters.

We also have outstanding guarantees on behalf of a third party that provides circulation customer service, tele-marketing 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 28, 2008, the aggregate potential liability under these guarantees was approximately $26 million. See Note 19 of the Notes to the Consolidated Financial Statements for additional information.

P. 40 2008 ANNUAL REPORT – Management's Discussion and Analysis of Financial Condition and Results of Operations



CRITICAL ACCOUNTING POLICIES

Our Consolidated Financial Statements are prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). The preparation of these financial statements requires management to make 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 No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets.

(In millions)   December 28,
2008
  December 30,
2007
 
Long-lived assets   $ 2,066     $ 2,280    
Total assets   $ 3,402     $ 3,473    
Percentage of long-lived
assets to total assets
    61 %     66 %  

 

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 in an interim period 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. The reporting units are our operating segments, as defined by FAS 142. Separate financial information about these segments is regularly evaluated by our chief operating decision maker in deciding how to allocate resources.

The goodwill impairment test is a two-step process. The first step used to identify potential impairment, compares the fair value of the reporting unit with its carrying amount, including goodwill. Fair value is calculated by a combination of a discounted cash flow model (present value of future cash flows) and a market approach model based on comparable businesses. In calculating fair value for each reporting unit, we generally weigh the results of the discounted cash flow model more heavily than the market approach because the discounted cash flow model is specific to our business and long-term projections. If the fair value 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 implied 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 implied fair value of the goodwill.

We also perform a reconciliation of our market capitalization to the total fair value of our reporting units. The reconciliation is completed to corroborate that the fair value used to test goodwill is reasonable. Our market capitalization is calculated based on the market price of our stock in the period of approximately two weeks before and after the date of our goodwill impairment assessment.

Intangible assets that are not amortized (e.g., mastheads and trade names) are tested for impairment at the asset level by comparing the fair value of the asset with its carrying amount. Fair value is calculated utilizing the relief-from-royalty method, which is based on applying a royalty rate, which would be obtained through a lease, to the cash flows derived from the asset being tested. The royalty rate is derived from market data. If the fair value 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 customer lists, and property, plant and equipment) are tested for impairment at the asset group level associated with the lowest level of cash flows. An impairment exists if the carrying value of the asset i) is not recoverable (the carrying value of the asset is greater than the sum of

Management's Discussion and Analysis of Financial Condition and Results of Operations – THE NEW YORK TIMES COMPANY P.41



undiscounted cash flows) and ii) is greater than its fair value.

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

In addition to annual testing, management uses certain indicators to evaluate whether the carrying values of its long-lived assets may not be recoverable and an interim impairment test may be required. These indicators include 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, ii) a significant adverse change in the business climate, whether structural or technological, that could affect the value of an entity and iii) a decline in our stock price and market capitalization.

Management has applied what it believes to be the most appropriate valuation methodology for each of its reporting units. Our testing has resulted in impairment charges in 2008, 2007 and 2006. See Note 3 of the Notes to the Consolidated Financial Statements.

Retirement Benefits

Our pension and postretirement benefit costs 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 – an amendment of FASB Statements No. 87, 88, 106, and 132(R) ("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 28, 2008, our assets related to our qualified pension plans were measured at fair value in accordance with FAS No. 157, Fair Value Measurements ("FAS 157"). See the "Recent Accounting Pronouncements" section below for information on the issuance of FASB Staff Position No. 132(R)-1, Employers' Disclosures About Postretirement Benefit Plan Assets ("FSP 132(R)-1") that will expand the disclosure requirements for pension plan assets.

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 impact from our pension and postretirement benefits could vary within a range of outcomes and could have a material effect on our Consolidated Financial Statements.

See the following section " – Pension and Postretirement Benefits" that discusses our retirement benefits in further detail.

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

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

P. 42 2008 ANNUAL REPORT – Management's Discussion and Analysis of Financial Condition and Results of Operations



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 in the period of enactment.

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. Our process includes collecting positive (e.g., sources of taxable income) and negative (e.g., historical losses over a three-year period) evidence and assessing, based on the evidence, whether it is more likely than not that the deferred tax assets will not be realized.

In accordance with FIN 48, 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. This involves the identification of potential uncertain tax positions, the evaluation of tax law and an assessment of whether a liability for uncertain tax positions is necessary. Different conclusions reached in this assessment can have a material impact on the Consolidated Financial Statements.

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. Until formal resolutions are reached between us and the tax authorities, the timing and amount of a possible audit settlement for uncertain tax benefits is difficult to predict.

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 $82 million as of December 28, 2008 and $93 million as of December 30, 2007.

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, returns, rate adjustments and discounts based on historical experience.

(In millions)   December 28,
2008
  December 30,
2007
 
Accounts receivable
allowances
  $ 34     $ 38    
Accounts receivable-net     404       438    
Accounts receivable-gross   $ 438     $ 476    
Total current assets   $ 624     $ 664    
Percentage of accounts
receivable allowances
to gross accounts
receivable
    8 %     8 %  
Percentage of net accounts
receivable to current assets
    65 %     66 %  

 

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

(In millions)   December 28,
2008
  December 30,
2007
 
Pension and postretirement
liabilities
  $ 1,032     $ 524    
Total liabilities   $ 2,895     $ 2,489    
Percentage of pension and
postretirement liabilities to
total liabilities
    36 %     21 %  

 

Pension Benefits

We sponsor several pension plans, participate in The New York Times Newspaper Guild pension plan, a joint Company and Guild-sponsored plan, and make contributions to several others, in connection with collective bargaining agreements, that are considered multi-employer pension plans. 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

Management's Discussion and Analysis of Financial Condition and Results of Operations – THE NEW YORK TIMES COMPANY P.43



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.

The funded status of our qualified and non-qualified pension plans as of December 28, 2008 is as follows:

    December 28, 2008  
(In millions)   Qualified
Plans
  Non-
Qualified
Plans
  All Plans  
Pension obligation   $ 1,638     $ 228     $ 1,866    
Fair value of plan assets     995             995    
Pension underfunded obligation   $ (643 )   $ (228 )   $ (871 )  

 

As a result of significant declines in the equity markets in 2008, the funded status of our qualified pension plans was adversely affected. As of December 28, 2008, the underfunded pension obligation for our qualified pension plans was approximately $643 million measured in accordance with GAAP and approximately $535 million measured in accordance with the Employee Retirement Income Security Act ("ERISA"). The regulations under GAAP and ERISA differ, for example with respect to the guidance on selecting a discount rate to calculate the pension obligation, and therefore result in different underfunded balances. If the equity markets do not sufficiently recover, the discount rate does not increase and there is no legislative relief, we will be required to make significant contributions to close the $535 million funding gap. We expect no contributions with respect to this underfunded amount will be required in 2009 because of our pension funding credits. However, we will make contractual funding contributions of approximately $34 to $38 million in connection with The New York Times Newspaper Guild pension plan, a joint Company and Guild-sponsored plan. In 2008 and 2007, we made contractual funding contributions of approximately $16 million and $12 million, respectively to the Guild plan.

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.

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.

The expected long-term rate of return determined on this basis was 8.75% in 2008. 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 28, 2008 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.

Our plan assets had a loss of approximately 32% in 2008. We believe that an expected long-term rate of return of 8.75% is reasonable because our goal is to maintain our current investment strategy with our target investment allocation and we expect that over a period of time asset returns will revert back to historical levels for each investment class.

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

P. 44 2008 ANNUAL REPORT – Management's Discussion and Analysis of Financial Condition and Results of Operations



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 2008, pension expense would have increased by approximately $7 million in 2008 for our qualified pension plans. Our funding requirements would not have been materially affected.

In 2008, we determined our discount rate using a Ryan ALM, Inc. Curve ("Ryan Curve"). The Ryan Curve was not available at our prior measurement date, which is the last day of our fiscal year. In previous years we utilized the Citigroup Pension Discount Curve. We switched to the Ryan Curve because it provides the bonds included in the curve and allows adjustments for certain outliers (e.g., bonds on "watch"). We believe that this additional information and flexibility allows us to calculate a better estimate of a discount rate.

To determine the discount rate, we produce 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 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 Ryan 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 Ryan Curve rates.

The discount rate determined on this basis was 6.45% for our qualified plans and 6.65% for our non-qualified plans as of December 28, 2008.

If we had decreased the expected discount rate by 0.5% in 2008, pension expense would have increased by approximately $11 million for our qualified pension plans and approximately $1 million for our non-qualified pension plans. Our funding requirements would not have been materially affected.

As of December 28, 2008, we reduced our rate of increase in compensation levels assumption to 3.5% from 4.5%. This change was made to better reflect our expectation on compensation increases going forward.

We will continue to evaluate all of our actuarial assumptions, generally on an annual basis, 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.

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

Postretirement Benefits

We provide health and life insurance benefits to retired employees (and their eligible dependents) that are not covered by any collective bargaining agreements, if the employees meet specified age and service requirements. In addition, we contribute to a postretirement plan under the provisions of a collective bargaining agreement. Our policy is to pay our portion of insurance premiums and claims from our assets.

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 decreased to 5% to 10% as of December 28, 2008 from 5% to 11% as of December 30, 2007. A 1% increase/decrease in the health-care cost trend rates range would result in an increase of approximately $1 million or a decrease of approximately $1 million in our 2008 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 $9 million or a decrease of approximately $8 million, in our accumulated benefit obligation as of December 28, 2008. Our discount rate assumption for postretirement benefits is consistent with that used in the calculation of pension benefits. See the preceding section " – Pension Benefits," which discusses our discount rate assumption.

See Notes 12 and 13 of the Notes to the Consolidated Financial Statements for additional information.

RECENT ACCOUNTING PRONOUNCEMENTS

In December 2008, the FASB issued FSP 132(R)-1. FSP 132(R)-1 amends FASB Statement No. 132 (revised 2003), Employers' Disclosures about Pensions and Other Postretirement Benefits, to require more detailed disclosures about employers' plan assets, including employers' investment strategies,

Management's Discussion and Analysis of Financial Condition and Results of Operations – THE NEW YORK TIMES COMPANY P.45



major categories of plan assets, concentrations of risk within plan assets, and valuation techniques used to measure the fair value of plan assets. FSP 132(R)-1 is effective for fiscal years ending after December 15, 2009. We are currently evaluating the impact of adopting FSP 132(R)-1 on our financial statements.

In June 2008, the Emerging Issues Task Force ("EITF") issued EITF No. 07-5, Determining Whether an Instrument (or Embedded Feature) Is Indexed to an Entity's Own Stock ("EITF 07-5"). EITF 07-5 applies to any freestanding financial instrument or embedded feature that has all the characteristics of a derivative under FAS No. 133, Accounting for Derivative Instruments and Hedging Activities ("FAS 133"). Specifically, paragraph 11(a) of FAS 133 excludes from its scope contracts issued or held by that reporting entity that are both (i) indexed to its own stock and (ii) classified in stockholders' equity. EITF 07-5 must be applied to determine whether freestanding equity derivatives or embedded equity derivative features qualify for the first part of that scope exception. In addition, for a freestanding equity-linked financial instrument that does not have all the characteristics of a derivative under FAS 133, EITF 07-5 must be applied to determine whether the guidance in EITF No. 00-19, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company's Own Stock, should be applied to the instrument.

EITF 07-5 is effective for financial statements for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. EITF 07-5 must be applied to all instruments outstanding on the date of adoption and the cumulative effect of applying it must be recognized as an adjustment to the opening balance of retained earnings at transition. We are currently evaluating the impact of adopting EITF 07-5 on our financial statements.

In December 2007, the FASB issued FAS No. 141(R), Business Combinations ("FAS 141(R)") and FAS No. 160, Noncontrolling Interests in Consolidated Financial Statements, an amendment of Accounting Research Bulletin No. 51 ("FAS 160"). Changes for business combination transactions pursuant to FAS 141(R) include, among others, expensing acquisition-related transaction costs as incurred, the recognition of contingent consideration arrangements at their acquisition date fair value and capitalization of in-process research and development assets acquired at their acquisition date fair value. Changes in accounting for noncontrolling (minority) interests pursuant to FAS 160 include, among others, the classification of noncontrolling interest as a component of consolidated stockholders' equity and the elimination of "minority interest" accounting in results of operations. FAS 141(R) and FAS 160 are required to be adopted simultaneously and are effective for fiscal years beginning on or after December 15, 2008. The adoption of FAS 141(R) will affect the accounting for our acquisitions that occur after the adoption date. Based on our current structure, FAS 160 will be immaterial to our financial statements.

P. 46 2008 ANNUAL REPORT – Management's Discussion and Analysis of Financial Condition and Results of Operations



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 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 $2.6 million (pre-tax) in 2008 and $2.7 million (pre-tax) in 2007.

  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 9% of our total operating costs in 2008 and 2007. Based on the number of newsprint tons consumed in 2008 and 2007, a $10 per ton increase in newsprint prices would have resulted in additional newsprint expense of approximately $3 million (pre-tax) in 2008 and $4 million (pre-tax) in 2007.

  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 6, 7, 9 and 19 of the Notes to the Consolidated Financial Statements.

Quantitative and Qualitative Disclosures About Market Risk – THE NEW YORK TIMES COMPANY P.47




ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

THE NEW YORK TIMES COMPANY 2008 FINANCIAL REPORT

INDEX   PAGE  
Management's Responsibilities Report     49    
Management's Report on Internal Control Over Financial Reporting     50    
Report of Independent Registered Public Accounting Firm on Consolidated Financial
Statements as of and for the years ended December 28, 2008 and December 30, 2007
    51    
Report of Independent Registered Public Accounting Firm on Consolidated Financial
Statements as of and for the year ended December 31, 2006
    52    
Report of Independent Registered Public Accounting Firm on Internal Control Over
Financial Reporting
    53    
Consolidated Statements of Operations for the years ended December 28, 2008,
December 30, 2007 and December 31, 2006
    54    
Consolidated Balance Sheets as of December 28, 2008 and December 30, 2007     55    
Consolidated Statements of Cash Flows for the years ended December 28, 2008,
December 30, 2007 and December 31, 2006
    57    
Consolidated Statements of Changes in Stockholders' Equity for the years ended
December 28, 2008, December 30, 2007 and December 31, 2006
    59    
Notes to the Consolidated Financial Statements     62    
 1.  Summary of Significant Accounting Policies     62    
 2. Acquisitions and Dispositions     66    
 3. Impairment of Assets     67    
 4. Goodwill and Other Intangible Assets     68    
 5. Discontinued Operations     69    
 6. Inventories     70    
 7. Investments in Joint Ventures     70    
 8. Other     70    
 9. Debt     71    
 10. Fair Value of Financial Instruments     72    
 11. Income Taxes     73    
 12. Pension Benefits     75    
 13. Postretirement and Postemployment Benefits     78    
 14. Other Liabilities     81    
 15. Earnings Per Share     82    
 16. Stock-Based Awards     82    
 17. Stockholders' Equity     85    
 18. Segment Information     86    
 19. Commitments and Contingent Liabilities     88    
 20. Subsequent Events     89    
Quarterly Information (unaudited)     91    
Schedule II - Valuation and Qualifying Accounts for the fiscal years ended December 28, 2008,
December 30, 2007 and December 31, 2006
    93    

 

P. 48 2008 ANNUAL REPORT



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 this "Item 8 – Financial Statements and Supplementary Data").

The consolidated financial statements were audited by Ernst & Young LLP in 2008 and 2007 and by Deloitte & Touche LLP for 2006, both of which are an independent registered public accounting firm. Their audits were conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) and each report is shown on pages 51 and 52.

The Audit Committee of the Board of Directors, which is composed solely of independent directors, meets regularly with the current independent registered public accounting firm, internal auditors and management to discuss specific accounting, financial reporting and internal control matters. Both the current 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
February 26, 2009
  BY: JAMES M. FOLLO
Senior Vice President and Chief Financial Officer
February 26, 2009
 

 

Management's Responsibilities Report – THE NEW YORK TIMES COMPANY P.49



MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Management of the Company is 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 a process 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's internal control over financial reporting includes those policies and procedures that:

  pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

  provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

  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 its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of the Company's internal control over financial reporting as of December 28, 2008. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework. Based on its assessment, management concluded that the Company's internal control over financial reporting was effective as of December 28, 2008.

The Company's independent registered public accounting firm, Ernst & Young LLP, that audited the consolidated financial statements of the Company included in this Annual Report on Form 10-K, has issued an attestation report on the Company's internal control over financial reporting as of December 28, 2008, which is included on page 53 in this Annual Report on Form 10-K.

P.50 2008 ANNUAL REPORT – Management's Report on Internal Control Over Financial Reporting



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 as of December 28, 2008 and December 30, 2007, and the related consolidated statements of operations, changes in stockholders' equity, and cash flows for each of the two fiscal years in the period ended December 28, 2008. Our audit also included the financial statement schedule listed at Item 15(A)(2) of The New York Times Company's 2008 Annual Report on Form 10-K. These financial statements and schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and 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, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of The New York Times Company at December 28, 2008 and December 30, 2007, and the consolidated results of its operations and its cash flows for each of the two fiscal years in the period ended December 28, 2008, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects, the information set forth therein.

As discussed in Note 1 to the financial statements, in 2007 The New York Times Company adopted Financial Accounting Standards Board Interpretation No. 48, "Accounting for Uncertainty in Income Taxes, an Interpretation of FASB Statement No. 109." As discussed in Note 13 to the financial statements, in 2008 the Company adopted Emerging Issues Task Force No. 06-4, "Accounting for Deferred Compensation and Postretirement Benefit Aspects of Endorsement Split-Dollar Life Insurance Arrangements."

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), The New York Times Company's internal control over financial reporting as of December 28, 2008, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 25, 2009 expressed an unqualified opinion thereon.

New York, New York
February 25, 2009

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



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 statements of operations, stockholders' equity, and cash flows of The New York Times Company (the "Company") for the year ended December 31, 2006. Our audit also included the financial statement schedule listed at Item 15(A)(2) of the Company's 2008 Annual Report on Form 10-K for the year ended December 31, 2006. 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 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 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 audit provides a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the results of the Company's operations and cash flows for the year 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 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.

New York, NY
March 1, 2007

P.52 2008 ANNUAL REPORT – Report of Independent Registered Public Accounting Firm on Consolidated Financial Statements



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 The New York Times Company's internal control over financial reporting as of December 28, 2008, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). The New York Times 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 included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on The New York Times 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, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company's internal control over financial reporting is a process designed 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 its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, The New York Times Company maintained, in all material respects, effective internal control over financial reporting as of December 28, 2008 based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of The New York Times Company as of December 28, 2008 and December 30, 2007, and the related consolidated statements of operations, changes in stockholders' equity, and cash flows for each of the two fiscal years in the period ended December 28, 2008 and our report dated February 25, 2009 expressed an unqualified opinion thereon.

New York, New York
February 25, 2009

Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting – THE NEW YORK TIMES COMPANY P.53



CONSOLIDATED STATEMENTS OF OPERATIONS

    Years Ended  
(In thousands, except per share data)   December 28,
2008
  December 30,
2007
  December 31,
2006
 
Revenues  
Advertising   $ 1,779,699     $ 2,047,468     $ 2,153,936    
Circulation     910,154       889,882       889,722    
Other     259,003       257,727       246,245    
Total     2,948,856       3,195,077       3,289,903    
Operating Costs  
Production costs  
Raw materials     250,843       259,977       330,833    
Wages and benefits     622,692       646,824       665,304    
Other     441,585       434,295       439,319    
Total production costs     1,315,120       1,341,096       1,435,456    
Selling, general and administrative costs     1,332,084       1,397,413       1,398,294    
Depreciation and amortization     144,409       189,561       162,331    
Total operating costs     2,791,613       2,928,070       2,996,081    
Impairment of assets     197,879       11,000       814,433    
Net loss on sale of assets           68,156          
Gain on sale of WQEW-AM           39,578          
Operating Profit/(Loss)     (40,636 )     227,429       (520,611 )  
Net income/(loss) from joint ventures     17,062       (2,618 )     19,340    
Interest expense, net     47,790       39,842       50,651    
(Loss)/income from continuing operations before income
taxes and minority interest
    (71,364 )     184,969       (551,922 )  
Income tax (benefit)/expense     (5,726 )     76,137       16,608    
Minority interest in net (income)/loss of subsidiaries     (501 )     107       359    
(Loss)/income from continuing operations     (66,139 )     108,939       (568,171 )  
Discontinued operations, Broadcast Media Group:
Income from discontinued operations, net of income taxes
          5,753       24,728    
Gain on sale, net of income taxes     8,300       94,012          
Discontinued operations, net of income taxes     8,300       99,765       24,728    
Net (loss)/income   $ (57,839 )   $ 208,704     $ (543,443 )  
Average number of common shares outstanding  
Basic     143,777       143,889       144,579    
Diluted     143,777       144,158       144,579    
Basic (loss)/earnings per share:  
(Loss)/income from continuing operations   $ (0.46 )   $ 0.76     $ (3.93 )  
Discontinued operations, net of income taxes – Broadcast Media Group     0.06       0.69       0.17    
Net (loss)/income   $ (0.40 )   $ 1.45     $ (3.76 )  
Diluted (loss)/earnings per share:  
(Loss)/income from continuing operations   $ (0.46 )   $ 0.76     $ (3.93 )  
Discontinued operations, net of income taxes – Broadcast Media Group     0.06       0.69       0.17    
Net (loss)/income   $ (0.40 )   $ 1.45     $ (3.76 )  
Dividends per share   $ .750     $ .865     $ .690    

 

See Notes to the Consolidated Financial Statements

P.54 2008 ANNUAL REPORT – Consolidated Statements of Operations



CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)   December 28,
2008
  December 30,
2007
 
Assets  
Current Assets  
Cash and cash equivalents   $ 56,784     $ 51,532    
Accounts receivable (net of allowances: 2008 – $33,838; 2007 – $38,405)     403,830       437,882    
Inventories     24,830       26,895    
Deferred income taxes     51,732       92,335    
Other current assets     87,024       55,801    
Total current assets     624,200       664,445    
Investments in Joint Ventures     112,596       137,831    
Property, Plant and Equipment  
Land     131,547       120,675    
Buildings, building equipment and improvements     901,698       859,948    
Equipment     1,158,218       1,383,650    
Construction and equipment installations in progress     100,586       242,577    
Total – at cost     2,292,049       2,606,850    
Less: accumulated depreciation and amortization     (938,430 )     (1,138,837 )  
Property, plant and equipment – net     1,353,619       1,468,013    
Intangible Assets Acquired  
Goodwill     661,201       683,440    
Other intangible assets acquired (less accumulated amortization of $53,260 in
2008 and $232,771 in 2007)
    51,407       128,461    
Total intangible assets acquired     712,608       811,901    
Deferred Income Taxes     377,237       112,379    
Miscellaneous Assets     221,420       278,523    
Total Assets   $ 3,401,680     $ 3,473,092    
Liabilities and Stockholders' Equity  
Current Liabilities  
Commercial paper outstanding   $     $ 111,741    
Borrowings under revolving credit agreements     380,000       195,000    
Accounts payable     174,858       202,923    
Accrued payroll and other related liabilities     104,183       142,201    
Accrued expenses     194,703       193,222    
Unexpired subscriptions     80,523       81,110    
Current portion of long-term debt and capital lease obligations     98,969       49,539    
Total current liabilities     1,033,236       975,736    
Other Liabilities  
Long-term debt     573,760       672,005    
Capital lease obligations     6,646       6,694    
Pension benefits obligation     855,667       281,517    
Postretirement benefits obligation     149,727       213,500    
Other     275,615       339,533    
Total other liabilities     1,861,415       1,513,249    
Minority Interest     3,066       5,907    

 

See Notes to the Consolidated Financial Statements

Consolidated Balance Sheets – THE NEW YORK TIMES COMPANY P.55



CONSOLIDATED BALANCE SHEETS – continued

(In thousands, except share and per share data)   December 28,
2008
  December 30,
2007
 
Stockholders' Equity  
Serial preferred stock of $1 par value – authorized 200,000 shares – none issued   $     $    
Common stock of $.10 par value:  
Class A – authorized 300,000,000 shares; issued: 2008 – 148,057,158; 2007 –
148,057,158 (including treasury shares: 2008 – 5,078,581; 2007 - 5,154,989)
    14,806       14,806    
Class B – convertible – authorized 825,634 shares; issued: 2008 – 825,634; 2007 –
825,634 (including treasury shares: 2008 – none; 2007 – none)
    83       83    
Additional paid-in capital     22,149       9,869    
Retained earnings     998,699       1,170,288    
Common stock held in treasury, at cost     (159,679 )     (161,395 )  
Accumulated other comprehensive loss, net of income taxes:  
Foreign currency translation adjustments     14,493       19,660    
Funded status of benefit plans     (386,588 )     (75,111 )  
Total accumulated other comprehensive loss, net of income taxes     (372,095 )     (55,451 )  
Total stockholders' equity     503,963       978,200    
Total Liabilities and Stockholders' Equity   $ 3,401,680     $ 3,473,092    

 

See Notes to the Consolidated Financial Statements

P.56 2008 ANNUAL REPORT – Consolidated Balance Sheets



CONSOLIDATED STATEMENTS OF CASH FLOWS

    Years Ended  
(In thousands)   December 28,
2008
  December 30,
2007
  December 31,
2006
 
Cash Flows from Operating Activities  
Net (loss)/income   $ (57,839 )   $ 208,704     $ (543,443 )  
Adjustments to reconcile net (loss)/income to net cash provided by
operating activities:
 
Impairment of assets     197,879       11,000       814,433    
Depreciation     127,656       170,061       140,667    
Amortization     16,753       19,500       29,186    
Stock-based compensation     15,431       13,356       22,658    
Excess distributed earnings/(undistributed earnings) of affiliates     957       10,597       (5,965 )  
Minority interest in net income/(loss) of subsidiaries     501       (107 )     (359 )  
Deferred income taxes     (18,958 )     (11,550 )     (139,904 )  
Long-term retirement benefit obligations     (2,981 )     10,817       39,057    
Gain on sale of Broadcast Media Group           (190,007 )        
Loss on sale of assets           68,156          
Gain on sale of WQEW-AM           (39,578 )        
Excess tax benefits from stock-based awards                 (1,938 )  
Other – net     (17,196 )     (15,419 )     9,499    
Changes in operating assets and liabilities, net of
acquisitions/dispositions:
 
Accounts receivable – net     42,093       (62,782 )     37,486    
Inventories     2,065       9,801       (7,592 )  
Other current assets     2,752       (3,890 )     (1,085 )  
Accounts payable     10,779       (18,417 )     23,272    
Accrued payroll and accrued expenses     (48,571 )     28,541       (9,900 )  
Accrued income taxes     (23,170 )     (95,925 )     14,828    
Unexpired subscriptions     (587 )     (2,188 )     1,428    
Net cash provided by operating activities     247,564       110,670       422,328    
Cash Flows from Investing Activities  
Proceeds from the sale of the Broadcast Media Group           575,427          
Proceeds from the sale of WQEW-AM           40,000          
Proceeds from the sale of Edison, N.J., assets           90,819          
Capital expenditures     (166,990 )     (380,298 )     (332,305 )  
Payment for purchase of Edison, N.J., facility           (139,979 )        
Acquisitions, net of cash acquired of $2,353 in 2008 and $1,190 in 2007     (5,737 )     (34,091 )     (35,752 )  
Investments sold                 100,000    
Other investing payments     (2,784 )     (3,626 )     (20,605 )  
Net cash (used in)/provided by investing activities     (175,511 )     148,252       (288,662 )  
Cash Flows from Financing Activities  
Commercial paper borrowings – net     (111,741 )     (310,284 )     (74,425 )  
Borrowings under revolving credit agreements – net     185,000       195,000          
Construction loan                 61,120    
Long-term obligations:  
Reduction     (49,561 )     (102,437 )     (1,640 )  
Capital shares:  
Issuance           530       15,988    
Repurchases     (231 )     (4,517 )     (52,267 )  
Dividends paid to stockholders     (108,541 )     (125,063 )     (100,104 )  
Excess tax benefits from stock-based awards                 1,938    
Other financing proceeds – net     17,715       66,260       43,198    
Net cash used in financing activities     (67,359 )     (280,511 )     (106,192 )  
Net increase/(decrease) in cash and cash equivalents     4,694       (21,589 )     27,474    
Effect of exchange rate changes on cash and cash equivalents     558       761       (41 )  
Cash and cash equivalents at the beginning of the year     51,532       72,360       44,927    
Cash and cash equivalents at the end of the year   $ 56,784