SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

 

The New York Times Company

(Exact Name of Registrant as Specified in Its Charter)

 

Registrant’s telephone number, including area code (212) 556-1234
Securities registered pursuant to Section 12(b) of the Act:

 

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

Not Applicable

(Title of class)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. Yes. Ö 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. ( Ö )

Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).
Yes. Ö  No.

The aggregate market value of Class A Common Stock held by non-affiliates as of June 28, 2002, was approximately $6.38 billion. As of such date, non-affiliates held 89,514 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 18, 2003, was as follows: 151,325,802 shares of Class A Common Stock and 843,806 shares of Class B Common Stock.

	Document incorporated by reference			Part
Proxy Statement for the 2003 Annual Meeting of Stockholders				III

 

INDEX TO THE NEW YORK TIMES COMPANY

2002 FORM 10-K

PART I

Item No.				Page
1.		Business			1
		Introduction			1
		Newspapers			2
		The New York Times			2
		Circulation			2
		Advertising			2
		Production and Distribution			3
		Related Businesses			4
		New England Newspaper Group			4
		Circulation: Globe			4
		Circulation: Worcester Telegram & Gazette			5
		Advertising			6
		Production and Distribution			6
		Regional Newspapers			6
		Broadcasting			7
		New York Times Digital			8
		Forest Products Investments and Other Joint Ventures			8
		Forest Products Investments			8
		Other Joint Ventures			9
		Raw Materials			9
		Competition			10
		Employees			11
		Labor Relations			11
2.		Properties			12
3.		Legal Proceedings			12
4.		Submission of Matters to a Vote of Security Holders			12
		Executive Officers of the Registrant			13
		PART II
5.		Market for the Registrant’s Common Equity and Related Stockholder Matters			14
		Equity Compensation Plan Information			14
6.		Selected Financial Data			15
7.		Management’s Discussion and Analysis of Financial Condition and Results of Operations			15
7A.		Quantitative and Qualitative Disclosure About Market Risk			15
8.		Financial Statements and Supplementary Data			15
9.		Changes in and Disagreements with Accountants on Accounting and Financial Disclosure			15
		PART III
10.		Directors and Executive Officers of the Registrant			15
11.		Executive Compensation			15
12.		Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			15
13.		Certain Relationships and Related Transactions			15
14.		Controls and Procedures			16
		PART IV
15.		Exhibits, Financial Statement Schedules and Reports on Form 8-K			16

 

1

PART I

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 including newspapers, television and radio stations, electronic information and publishing, Internet businesses, and forest products and other investments. Financial information about industry segments is incorporated by reference to Note 16 to the Consolidated Financial Statements on pages F-43 to F-46 of this report.

The Company’s 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 its Annual Meeting of Stockholders are made available, free of charge, on its Web site http:/www.nytco.com, as soon as reasonably practicable after such reports have been filed with or furnished to the Securities and Exchange Commission (the “SEC”).

The Company currently classifies its businesses into the following segments:

¨     Newspapers: The New York Times (“The Times”); the New England Newspaper Group, consisting of The Boston Globe, a daily newspaper, the Boston Sunday Globe (both editions, the “Globe”) and the Worcester Telegram & Gazette, in Worcester, Mass. (the “T&G”); 15 other newspapers in Alabama, California, Florida, Louisiana, North Carolina and South Carolina (the “Regional Newspapers”); a newspaper distributor in the New York City metropolitan area; news, photo and graphics services and news and features syndication; and licensing of the trademarks and copyrights of The Times and the Globe.

¨     Broadcasting: television stations WREG-TV in Memphis, Tenn.; WTKR-TV in Norfolk, Va.; KFOR-TV in Oklahoma City, Okla.; WNEP-TV in Scranton, Pa.; WHO-TV in Des Moines, Iowa; WHNT-TV in Huntsville, Ala.; WQAD-TV in Moline, Ill.; and KFSM-TV in Fort Smith, Ark.; and radio stations WQXR(FM) and WQEW(AM) in New York City.

¨     New York Times Digital: the Company’s digital and business information division, including NYTimes.com (www.nytimes.com), Boston.com (www.boston.com), and the licensing of electronic databases through its Digital Archive Distribution business.

Additionally, the Company owns minority equity interests in a Canadian newsprint company and a supercalendered paper manufacturing partnership in Maine.

As of December 29, 2002 (the end of the Company’s fiscal year), the Company and The Washington Post Company (the “Post Company”) each owned a one-half interest in the International Herald Tribune, an international English language newspaper (the “IHT”). On January 1, 2003, the Company purchased from the Post Company its 50% share in the IHT for approximately $65 million.

In April 2002, the Company and Discovery Communications, Inc. entered into a joint venture to own and operate Discovery Civilization Channel (to be renamed Discovery Times Channel in the first quarter of 2003, “DTC”), a digital cable television channel. The Company invested approximately $100 million for a 50% interest in DTC.

In February 2002, New England Sports Ventures, LLC (“NESV”), in which the Company is an investor, purchased the Boston Red Sox baseball club (including Fenway Park and approximately 80% of New England Sports Network, a regional cable sports network). The Company invested $75.0 million for an interest of approximately 17% in NESV.

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

NEWSPAPERS

The Newspaper Group segment consists of The Times, the New England Newspaper Group, 15 Regional Newspapers, a newspaper distributor, and certain related businesses.

The New York Times

Circulation

The Times is a standard-size daily (Monday through Saturday) and Sunday newspaper, which commenced publication in 1851. The Times is circulated in each of the 50 states, the District of Columbia and worldwide. Approximately 55% 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; 45% is sold elsewhere. On Sundays, approximately 51% of the circulation is sold in the greater New York City area and 49% 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, 2002, The Times has the largest daily and Sunday circulation of all seven-day newspapers in the United States.

The Times’s average net paid weekday and Sunday circulations for each of the years ended December 29, 2002, and December 30, 2001, are shown in the table below:

		Weekday (Mon. - Fri.)				Sunday
		(Thousands of copies)
2002			1,131.4			1,682.1
2001			1,143.7			1,659.9

 

Approximately 60% of the weekday circulation and 61% of the larger Sunday circulation were sold through home delivery in 2002. During the year ended December 29, 2002, the average weekday circulation of The Times decreased approximately 12,300 copies to approximately 1,131,400 copies and the average Sunday circulation decreased by approximately 13,800 copies to approximately 1,682,100 copies. The decrease in weekday and Sunday copies sold by The Times in 2002 compared with 2001 was primarily due to the comparison with the extraordinary sales in 2001 as a result of 9/11 and related coverage.

An increase in home-delivery rates was effective February 4, 2002, and an increase in the daily newsstand price in the greater New York metropolitan area was effective December 30, 2002.

Advertising

Total advertising volume in The Times for each of the fiscal years ended December 29, 2002, and December 30, 2001, as measured by The Times, is shown in the table below. The “National” heading in the table below includes such categories as entertainment, financial and general advertising.

 

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		Full Run
		Retail Inches		National Inches		Classified Inches				Zoned Inches		Total1 Inches		Preprint Copies Distributed
		(Inches and Preprints in Thousands)
2002		434.4		1,346.3			692.1			869.4		3,342.2			545,723
2001		475.0		1,370.2			781.2			939.5		3,565.9			489,660

 

The table includes volume for The New York Times Magazine, which published 3,315 pages of advertising in 2002, compared with 3,328 pages in 2001, representing approximately 205,500 and 206,300 inches, respectively.

Advertising rates for The Times increased an average of 6% in January 2002, and 7% in January 2003.

Based on recent data provided by Competitive Media Reporting, Inc., an independent agency that measures advertising sales volume and estimates advertising revenue, and The Times’s internal analysis, The Times believes that it ranks first by a substantial margin in advertising revenue in the general weekday and Sunday newspaper field in the New York City metropolitan area.

Production and Distribution

The Times is printed at its production and distribution facilities in Edison, N.J., and Flushing, N.Y., as well as the regional print sites described below.

The Edison and Flushing facilities print all sections of the weekday and Sunday newspapers (except The New York Times Magazine and the Sunday Television section) for distribution in the New York City metropolitan area.

The Times has agreements with two commercial printing companies to print its Sunday Television section and The New York Times Magazine.

The editions of The Times distributed outside of the New York City area are printed under contract at the following sites:

Region2		Print Sites
Midwest		Chicago, Ill.; Canton, Ohio; Ann Arbor, Mich.; Columbia, Mo; Dayton, Ohio; Minneapolis, Minn.
Northeast		Billerica, Mass.3; Springfield, Va.
Southeast		Atlanta, Ga.; Ft. Lauderdale, Fla.; Lakeland, Fla.4; Gastonia, N.C.
Southwest		Austin, Tex.; Phoenix, Ariz.
West		Torrance and Concord, Calif.; Kent, Wash.; Denver, Colo.

 

¹    All totals exclude preprint inches.

²    Most advance sections of the Sunday newspaper distributed in these areas are printed in Edison, N.J., Flushing, N.Y., Concord, Calif. or Dayton, Ohio.

³    At the Globe.

⁴    At the Regional Newspaper, The Ledger.

4

The Times currently has agreements with various newspapers and other delivery agents located in the United States and Canada to deliver The Times in their respective markets and, in some cases, to expand current markets. The agreements include various arrangements for delivery to homes and newsstands.

A subsidiary of the Company, City & Suburban Delivery Systems, Inc. (“City & Suburban”), operates a wholesale newspaper distribution business that distributes The Times and other newspapers and periodicals in New York City, Long Island (N.Y.), New Jersey and the counties of Westchester (N.Y.) and Fairfield (Conn.). Approximately 92% of The Times’s single-copy daily circulation and 89% of its single-copy Sunday circulation in the New York City metropolitan area are delivered by City & Suburban or The Times. Approximately 96% of The Times’s daily home-delivered circulation and 95% of its Sunday home-delivered circulation in the New York City metropolitan area are delivered to depots by City & Suburban or The Times.

Related Businesses

Name		Description of Business
New York Times Index		Produces and licenses The New York Times Index, a print publication
The New York Times News Services Division:
The New York Times News Service		Transmits articles, graphics and photographs from The Times, the Globe and other publications to approximately 650 newspapers and magazines in the United States and in more than 50 countries worldwide
The New York Times Syndicate		Markets other supplemental news services and feature material, graphics and photographs from The Times and other leading news sources to newspapers and magazines around the world
New York Times Television		Using New York Times-branded and other content, creates television programming for a variety of commercial and public broadcast and cable television networks

 

New England Newspaper Group

The Globe and the T&G constitute the Company’s New England Newspaper Group.

The Globe is owned and published by the Company’s subsidiary, Globe Newspaper Company, Inc. (the “Globe” may also be used to refer to Globe Newspaper Company, Inc.).

Circulation: Globe

The Globe is a daily (Monday through Saturday) and Sunday newspaper, which commenced publication in 1872. The Globe is distributed throughout New England, although its circulation is concentrated in the Boston metropolitan area. According to ABC reports, for the 26 weeks ended September 29, 2002, the weekday (Monday through Friday) circulation of the Globe was the 17^th largest of any weekday newspaper; circulation of the Sunday edition was the 11^th largest of any Sunday newspaper published in the United States; and its daily and Sunday circulation was the largest of all newspapers published in either Boston or New England.

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The Globe’s average net paid weekday and Sunday circulations for each of the years ended December 29, 2002, and December 30, 2001, are shown below:

		Weekday (Mon-Fri)				Sunday
		(Thousands of copies)
2002			466.3				699.4
2001			472.5				704.0

 

During the fiscal year ended December 29, 2002, the average weekday circulation of the Globe decreased approximately 6,200 copies to approximately 466,300 copies and the average Sunday circulation decreased by approximately 4,600 copies to approximately 699,400 copies. The decrease in weekday copies sold by the Globe in 2002 compared with 2001 was primarily due to the effect of a price increase at the Globe in 2002. The decrease in Sunday copies sold by the Globe in 2002 compared with 2001 was primarily due to the elimination, in June 2001, of the Sunday Globe edition delivered on Saturdays.

Approximately 78.6% of the Globe’s weekday circulation and 69.4% of its larger Sunday circulation are sold through home delivery; the remainder are sold primarily on newsstands.

Circulation: Worcester Telegram & Gazette

The T&G is a daily (Monday through Saturday) newspaper, which began publishing in 1866. Its Sunday companion, the Sunday Telegram, began in 1884. These newspapers 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 circulations, for each of the years ended December 29, 2002 and December 30, 2001, are shown below:

		Daily (Mon-Sat)				Sunday
		(Thousands of copies)
2002			103.0				122.3
2001			104.5				124.8

 

From December 30, 2001 to December 29, 2002, the average daily circulation of the T&G decreased approximately 1,500 copies to approximately 103,000 copies, and the average Sunday circulation decreased approximately 2,500 copies to approximately 122,300 copies. The decrease in weekday and Sunday copies sold by the T&G in 2002 compared with 2001 was primarily due to the competitive environment, including aggressive home delivery discounting throughout its circulation area by a major competitor, and the extraordinarily high single copy and home delivery sales the previous year in the wake of 9/11. Approximately 75% of its daily and Sunday circulations are distributed by home delivery; the remainder is sold in stores or newsstands.

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Advertising

The New England Newspaper Group’s advertising volumes by category of advertising for each of the fiscal years ended December 29, 2002, and December 30, 2001 for all editions are set forth below:

		Full Run										Zoned Inches		Total1 Inches		Preprint Copies Distributed
		Retail Inches		National Inches				Classified Inches
		(Inches and Preprints in Thousands)
2002		859.7			784.6				1,593.1			1,117.8		4,355.2		1,033,347
2001		865.0			762.5				1,641.7			880.6		4,149.8		957,564

 

Both the Globe and the T&G increased advertising rates in each category of advertising in 2002. The T&G increased all rates, effective as of January 1, 2002. Additionally, the Globe’s latest increase in certain retail and preprint advertising rates occurred on September 1, 2002. These rate increases ranged from 2% to 5%. National full run and national preprint rates at both the Globe and the T&G increased January 1, 2003 between 4% to 6%.

Based on information supplied by major daily newspapers published in New England and assembled by the New England Newspaper Association, Inc. for the fiscal year ending December 29, 2002, the Globe ranked first and the T&G ranked sixth in advertising inches among all newspapers published in Boston and New England.

Production and Distribution

All editions of the Globe are printed and prepared for delivery at its main Boston plant or its Billerica, Mass., satellite plant. All editions of the T&G are printed and prepared for delivery at its plant in Millbury, Mass.

Virtually all of the Globe’s home-delivered circulation was delivered in 2002 by a third-party service provider. The T&G delivers approximately 10,700 daily and approximately 15,800 Sunday Globes in its home-delivery area. Direct single-copy distribution by the Globe, its subsidiary Retail Sales, Inc. and the T&G accounted for 21.4% and 30.6% of the average weekday and Sunday single-copy distribution of the Globe in 2002.

Regional Newspapers

The Regional Newspapers include 14 daily newspapers, of which 12 publish on Sunday, and one weekly newspaper.

The average weekday and Sunday circulations for the fiscal year ended December 29, 2002 for each of these newspapers are shown below:

		Daily				Sunday						Daily				Sunday
Daily Newspapers		Circulation				Circulation				Daily Newspapers		Circulation				Circulation
The Gadsden Times (Ala.)			23,000				24,600			The Ledger (Lakeland, Fla.)			69,900				87,300
The Tuscaloosa News (Ala.)			34,600				36,900			The Courier (Houma, La.)			17,800				19,900
TimesDaily (Florence, Ala.)			31,000				33,800			Daily Comet (Thibodaux, La.)			11,500				N/A
The Press Democrat (Santa Rosa, Calif.)			88,000				95,800			The Dispatch (Lexington, N.C.)			12,200				N/A
Sarasota Herald-Tribune (Fla.)			106,100				132,700			Times-News (Hendersonville, N.C.)			19,300				19,500
Star-Banner (Ocala, Fla.)			47,800				51,400			Wilmington Morning Star (N.C.)			53,900				60,700
The Gainesville Sun (Fla.)			47,400				53,800			Herald-Journal (Spartanburg, S.C.)			51,900				59,900

 

The Petaluma Argus-Courier, in Petaluma, Calif., the Company’s only weekly newspaper, had average weekly circulation for the twelve-month period ended December 29, 2002, of 7,687.

¹    All totals exclude preprint inches.

 

7

BROADCASTING

The Company’s television and radio stations are operated under licenses from the Federal Communications Commission (“FCC”) and are subject to FCC regulations. Radio and television license renewals are now normally granted for terms of eight years.

 

The Company anticipates that its future applications for renewal of its station licenses will result in the licenses being renewed for eight-year periods.

All of the television stations have three principal sources of revenue: local advertising (sold to advertisers in the immediate geographic areas of the stations), national spot advertising (sold to national clients by individual stations rather than networks), and compensation paid by the networks for carrying commercial network programs. Network compensation has declined at all stations over the past several years. This industry trend is expected to result in the eventual elimination of network compensation at all of the Company’s television stations.

Station		Market’s Nielsen Ranking1		Network Affiliation		Band
WTKR-TV		41		CBS		VHF
WREG-TV		43		CBS		VHF
KFOR-TV		45		NBC		VHF
WNEP-TV		53		ABC		UHF2
WHO-TV		72		NBC		VHF
WHNT-TV		83		CBS		UHF2
WQAD-TV		92		ABC		VHF
KFSM-TV		108		CBS		VHF

 

In each market, the Company also operates a digital television station associated with its analog station. All of the digital stations operate in the UHF band and, at present, all simultaneously broadcast the same programs (except for the digital format) as the corresponding analog stations.

The Company’s two radio stations serve the New York City metropolitan area. WQXR(FM) is currently the only commercial classical music station serving this market. In December 1998, the Company entered into a Time Brokerage Agreement with ABC, Inc., under which ABC, Inc. is providing substantially all of the programming for WQEW(AM) for an eight-year period. Under a separate option agreement, ABC, Inc. has acquired the right to purchase WQEW(AM) at the end of the eight-year period.

¹    According to Nielsen Media Research, a research company that measures audiences for television stations.

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

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NEW YORK TIMES DIGITAL

New York Times Digital (“NYTD”) operates the Company’s largest digital businesses, which include the following:

NYTimes.com		Exclusive Internet access to the complete news content of The Times, plus enhanced features and regularly updated breaking news
Boston.com		Information concerning Boston and New England and featuring exclusive Internet access to the complete news content of the Globe
Digital Archive Distribution		Licenses archive databases of The Times and the Globe to electronic information providers

 

NYTD derives most of its revenue from the sale of advertising on its two primary Web sites, NYTimes.com and Boston.com. Advertising is sold to both national and local customers. The form of advertising is diverse, including Web site banners, rich media, larger-sized and sequential placements (such as Surround Sessions) and a substantial amount of paid listings for jobs, real estate and automobiles. Non-advertising revenue is primarily from the Digital Archive Distribution business, which licenses archived information in databases to resellers of that information.

NYTimes.com and Boston.com continue to reach wide audiences across the New York and Boston metropolitan regions, the nation and around the world. In the United States alone, according to Nielsen NetRatings, an Internet traffic measurement service, unique users visiting NYTD’s Web sites reached over 9 million in the month of December 2002 compared to 7 million in December 2001.  In addition, over 3.5 million people receive requested newsletters from NYTimes.com each day. The reach of the Web sites is instrumental in creating a substantial stream of newspaper subscription orders each year. In 2002, over 85,000 subscription orders for The Times or the Globe originated from these two Web sites.

FOREST PRODUCTS INVESTMENTS AND OTHER JOINT VENTURES

The Company has ownership interests in one newsprint mill and one supercalendered (high finish paper used in some magazines and preprinted inserts, which is a higher-value grade than newsprint) paper mill (the “Forest Products Investments”) as well as in DTC, NESV and the IHT.

Forest Products Investments

The Company has a 49% equity interest in a Canadian newsprint company, Donohue Malbaie Inc. (“Malbaie”). The other 51% is owned by Abitibi-Consolidated (“Abitibi”), a global manufacturer of paper. Malbaie purchases pulp from Abitibi and manufactures newsprint from this raw material on the paper machine it owns within the Abitibi paper mill at Clermont, Quebec. Malbaie is wholly dependent upon Abitibi for its pulp. In 2002, Malbaie produced 220,000 metric tons of newsprint, 86,000 tons of which were sold to the Company, with the balance sold to Abitibi for resale.

The Company has a 40% equity interest in a partnership operating a supercalendered paper mill in Maine, Madison Paper Industries (“Madison”). Madison produces supercalendered paper at its facility in Madison, Me. Madison purchases all of its wood from local suppliers, mostly under long-term contracts. In 2002 Madison produced 184,000 metric tons, 14,000 tons of which were sold to the Company.

The debt of Malbaie and Madison is not guaranteed by the Company.

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

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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 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, the Company believes that Malbaie and Madison are in substantial compliance with such Environmental Laws and Governmental Authorizations.

Other Joint Ventures

As of December 29, 2002, the Company and the Post Company each owned a one-half interest in the IHT. On January 1, 2003, the Company purchased from the Post Company its 50% share in the IHT for approximately $65 million. Beginning in 2003, the IHT will be included as part of the Newspaper Group segment. The newspaper is edited in Paris and printed in Athens, Bangkok, Beirut, Bologna, Doha (Quatar), Frankfurt, Hong Kong, Jakarta, Kuala Lumpur, Linköping (Sweden), London, Madrid, Manila, New York, Osaka, Paris, Seoul, Singapore, Taipei, Tel Aviv, The Hague, Tokyo and Zurich.

The Company’s approximately 17% investment in NESV, which owns the Boston Red Sox, Fenway Park and approximately 80% of New England Sports Network, a regional cable sports network, is categorized under “Other Joint Ventures.”

The Company’s 50% interest in DTC, the digital cable channel co-owned with Discovery Communications, Inc., is also categorized under “Other Joint Ventures.”

All of the above investments were accounted for under the equity method in 2002.

RAW MATERIALS

The primary raw materials used by the Company are newsprint and supercalendered paper. The Company purchases newsprint from a number of North American producers. A significant portion of such newsprint is purchased from Abitibi, North America’s largest producer of newsprint.

In 2002 and 2001 the Company used the following types and quantities of paper (all amounts in metric tons):

Publication		Newsprint						Coated, Supercalendered and Other Paper
		2002		2001				2002		2001
The Times1		298,000			308,000			24,300			25,000
New England Newspaper Group1		133,000			130,000			3,700			4,400
Regional Newspapers		84,000			86,000			—			—
Magazine Group2		—			—			—			2,500
Total		515,000			524,000			28,000			31,900

 

¹   The Times and the Globe use coated, supercalendered or other paper for The New York Times Magazine and the Globe’s Sunday Magazine.

²    On April 2, 2001, the Company sold its Magazine Group, which included Golf Digest, Golf Digest Woman, Golf World and Golf World Business.

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The paper used by The Times, The New York Times Magazine, the New England Newspaper Group, the Regional Newspapers and the magazines published by the Magazine Group was purchased under contracts with unrelated suppliers and related suppliers in which the Company holds equity interests (see “Forest Products Investments”).

COMPETITION

The Times competes for advertising and circulation with newspapers of general circulation in New York City and its suburbs, as well as with national publications such as The Wall Street Journal and USA Today. The Times also competes with direct mail, magazines, television, radio, the Internet and other media.

The Globe competes for advertising and circulation with other daily, weekly and national newspapers distributed in Boston, its neighboring suburbs and the greater New England region, including, among others, The Boston Herald (daily and Sunday). The Globe also competes with other communications media, such as direct mail, magazines, television, radio, the Internet and other media. The T&G competes with other daily and weekly newspapers distributed in Worcester, Mass., as well as with radio, television and direct mail.

The Regional Newspapers compete for advertising and circulation with a variety of newspaper and other advertising media in their markets.

All of the Company’s television stations compete directly with other television stations in their respective markets and with other video services, such as cable network programming carried on local cable systems, satellite-to-home systems, and with other local media and the Internet. WQXR(FM) competes for listeners primarily with two all-newscommercial 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.

The New York Times News Service and The New York Times Syndicate operations compete with several other syndicated features and supplemental news services.

New York Times Digital primarily competes with other advertising-supported news and information Web sites, such as MSNBC.com and CNN.com, and classified advertising portals, such as Monster.com (help-wanted advertising).

The IHT’s key competitors include The Wall Street Journal’s European and Asian Editions, the London-based Financial Times, Time, Newsweek International and The Economist. Satellite distribution of CNN, Fox News and the BBC adds a broadcast component to the available global sources of English language news, and the Internet provides additional sources of English language news.

DTC is a non-fiction channel that offers documentary programming on recent history and newsworthy events. It competes with cable channels like A&E and the History Channel. DTC also competes for viewers and advertisers with all other broadcast and cable channels.

NESV competes in the Boston consumer entertainment market primarily with other professional sports teams and other forms of live, film and broadcast entertainment. New England Sports Network competes for television audiences with broadcast television stations and other cable television networks throughout most of New England. The Boston Red Sox, Fenway Park and the New England Sports Network compete for advertising with all forms of local and national media including television, radio, newspapers, magazines, direct mail and outdoor advertising.

 

11

EMPLOYEES

As of December 29, 2002, the Company had approximately 12,150 full-time equivalent employees.

The Times		4,590
New England Newspaper Group		3,090
Regional Newspapers		2,900
Broadcast Group		960
New York Times Digital		240
Corporate/Shared Services		370
Total Company		12,150

 

Labor Relations

Approximately 3,300 full-time equivalent employees of The Times and City & Suburban are represented by 14 unions with 18 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:  For The Times: machinists, carpenters and New York Newspaper Guild (representing non-production employees) (March 30, 2003); operating engineers (May 31, 2003); pressmen (March 30, 2005); mailers, typographers, electricians and paperhandlers (March 30, 2006); stereotypers (March 30, 2007); and drivers (March 30, 2008); For C&S: building maintenance employees (May 31, 2003); 4 groups of  mechanics (January 1, May 31, September 30 and October 31, 2003); and drivers (March 30, 2008).

Approximately 2,300 full- and part-time 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:  Boston Newspaper Guild representing non-production employees (December 31, 2000); drivers, engravers, paperhandlers, machinists and garage mechanics (December 31, 2004); pressman, mailers and warehouse employees (December 31, 2001); typographers (December 31, 2006, with a wage re-opener on December 31, 2002); and technical services group and electricians (December 31, 2003).

Approximately one-third of the 714 full-time equivalent employees of the T&G are represented by four unions. Contracts with three production unions expire on November 30, 2006, August 31, 2006 and October 8, 2003, respectively. The Providence Newspaper Guild was certified as the bargaining agent for the newsroom employees in 1993 and for the circulation employees in 2000. Negotiations with this union are ongoing.

Approximately 150 of the 400 employees at the Press Democrat are represented by four unions. The contracts with the Newspaper Guild, Pressmen, and Typographical unions expire in 2008. Negotiations to achieve a new contract are currently underway with the Teamsters, who represent certain employees in the circulation department.

New York Times Digital, New York Times Television, WQXR(FM) and the IHT also have unions representing their employees.

The Company cannot predict the timing or the outcome of the various negotiations described above.

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ITEM 2. Properties.

The general character, location, terms of occupancy and approximate size of the Company’s principal plants and other materially important properties at December 29, 2002, are listed below.

General Character of Property		Approximate Area in Square Feet (Owned)				Approximate Area in Square Feet (Leased)
Newspaper Publishing
Printing plants, business and editorial offices, garages and warehouse space located in:
New York, N.Y.			714,000				97,800
Flushing, N.Y.			—				515,000	1
Edison, N.J.			—				1,300,000	2
Boston, Mass.			652,000				—
Billerica, Mass.			290,000				—
Other locations			1,696,600				417,600
New York Times Digital			—				102,800
Broadcasting
Business offices, studios and transmitters at various locations			325,350				30,400
Total			3,677,950				2,463,600

 

The Company plans to build a new headquarters, which will be located in New York City, in the Times Square area. The building will contain approximately 1.54 million gross square feet of space, of which 825,000 gross square feet will be occupied by the Company. On December 13, 2001, the Company announced the execution of a 99-year ground lease for the building site by the Company and the Forest City Ratner Companies Inc. (its development partner) with a New York State agency. The lease gives the Company the option to purchase the site after 29 years. The Company is targeting occupancy for 2006.

ITEM 3. Legal Proceedings.

There are various legal actions that have arisen in the ordinary course of business and are now pending against the Company. 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 legal counsel to the Company that the ultimate liability which might result from such actions will not have a material adverse effect on the consolidated financial statements.

ITEM 4. Submission of Matters to a Vote of Security Holders.

Not applicable.

¹    The Company is leasing a 31-acre site in Flushing, N.Y., where its printing and distribution plant is located, and has the option to purchase the property at any time prior to the end of the lease in 2019.

²    The Edison production and distribution facility is occupied pursuant to a long-term lease with renewal and purchase options.

 

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Executive Officers of the Registrant

Name		Age		Employed By Registrant Since				Recent Position(s) Held As Of February 21, 2003
Corporate Officers
Arthur Sulzberger, Jr.		51			1978			Chairman (since 1997) and Publisher of The Times (since 1992)
Russell T. Lewis		55			1966	1		President (since 1996) and Chief Executive Officer (since 1997); Chief Operating Officer (1996 to 1997); President and General Manager of The Times (1993 to 1996)
Michael Golden		53			1984			Vice Chairman and Senior Vice President (since 1997); Vice President, Operations Development (1996 to 1997)
Cynthia H. Augustine		45			1986	2		Senior Vice President, Human Resources (since 1998) and Broadcasting (since 2000); President, The New York Times Company Broadcast Group (since 2000); Partner in Sabin, Bermant and Gould LLP (1994 to 1998)
Leonard P. Forman		57			1974	3		Senior Vice President and Chief Financial Officer (since 2002); Senior Vice President (since 2001); President and Chief Executive Officer, The New York Times Company Magazine Group, Inc. (1998 to 2001); Senior Vice President, Corporate Development, New Ventures and Electronic Businesses (1996-1998)
Solomon B. Watson IV		58			1974			Senior Vice President (since 1996); Vice President (1990 to 1996); General Counsel (since 1989); and Secretary (2000 to 2002)
James C. Lessersohn		47			1987			Vice President, Finance and Corporate Development (since 2001); Vice President and Treasurer (1999 to 2001); Vice President, Corporate Planning (1997 to 1999); Managing Director, Corporate Planning (1994 to 1997)
Stuart Stoller		47			1996			Vice President and Corporate Controller (since 1996)
Michael G. Williams		46			1998			Vice President, Chief Information Officer (since 2000); Vice President, Chief Information Officer, The Times (since 1998); Vice President, Information Technology and Chief Technology Officer, The Seagram Spirits and Wine Group (1992 to 1998)
R. Anthony Benten		39			1989			Treasurer (since 2001); Assistant Treasurer (1997-2001); Director of Treasury (1997)

 

¹   Mr. Lewis left the Company in 1973 and returned in 1977.

²   Ms. Augustine left the Company in 1993 and returned in 1998.

³   Mr. Forman left the Company in 1986 and returned in 1996.

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Name		Age		Employed By Registrant Since				Recent Position(s) Held As Of February 21, 2003
Operating Unit Executives
P. Steven Ainsley		50			1982			President and Chief Operating Officer, Regional Newspaper Group (since 2003); Senior Vice President, Regional Newspaper Group (1999-2002); Publisher, The Santa Barbara News-Press (1993-1999)
Richard H. Gilman		52			1983			Publisher of The Globe (since 1999); Senior Vice President, Operations (1993 to 1998) and Circulation (1998 to 1999) of The Times
Martin A. Nisenholtz		47			1995			Chief Executive Officer, New York Times Digital (since 1999); President, The New York Times Electronic Media Company (1995 to 1999)
Janet L. Robinson		52			1983			Senior Vice President, Newspaper Operations (since 2001), and President and General Manager of The Times (since 1996); Senior Vice President, Advertising of The Times (1995-1996)

 

PART II

ITEM 5. Market for the Registrant’s Common Equity and Related Stockholder Matters.

The additional information required by this item appears at pages F-1 and F-51 of this Form 10-K.

Equity Compensation Plan Information

 

Plan category		Number of securities to be issued upon exercise of outstanding options, warrants and rights				Weighted average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
		(a)				(b)		(c)
Equity compensation plans approved by security holders
Stock Options			29,055,000	1		$39			11,358,000	2
ESPP			—						9,812,000	3
Stock Awards			133,000	4					1,715,000	5
Total			29,188,000						22,885,000
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 the 1991 Executive Stock Incentive Plan
the “1991 Plan”) and the Non-Employee Directors’ Stock Option Plan.

²   Includes shares of Class A Common Stock available for future stock options to be granted under the 1991 Plan and the Non-Employee Directors’ Stock Option Plan.

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

⁴   Includes shares of Class A Common Stock to be issued upon conversion of stock awards under the 1991 Plan.

⁵   Includes shares of Class A Common Stock available for stock awards under the 1991 Plan.

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ITEM 6. Selected Financial Data.

The information required by this item appears at pages F-1 to F-2 of this Form 10-K.

ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The information required by this item appears at pages F-3 to F-21 of this Form 10-K.

ITEM 7A. Quantitative and Qualitative Disclosure About Market Risk.

The information required by this item appears at page F-21 of this Form 10-K.

ITEM 8. Financial Statements and Supplementary Data.

The information required by this item appears at pages F-22 to F-48 and pages F-50 to F-51 of this Form 10-K.

ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

Not applicable.

PART III

ITEM 10. Directors and Executive Officers of the Registrant.

In addition to the information set forth under the caption “Executive Officers of the Registrant” in Part I of this Form 10-K, the information required by this item is incorporated by reference to the sections entitled “Section 16(a) Beneficial Ownership Reporting Compliance,” “Proposal Number 1 - Election of Directors,” and “Interest of Directors in Certain Transactions of the Company,” but only up to and not including the section entitled “Board of Directors and Corporate Governance,” of the Company’s Proxy Statement for the 2003 Annual Meeting of Stockholders.

ITEM 11. Executive Compensation.

The information required by this item is incorporated by reference to the sections entitled “Directors’ Compensation,” “Directors’ and Officers’ Liability Insurance” and “Compensation of Executive Officers,” but only up to and not including the section entitled “Performance Presentation,” of the Company’s Proxy Statement for the 2003 Annual Meeting of Stockholders. See Item 5 of this Annual Report on Form 10-K for information concerning the Company’s equity compensation plans.

ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters.

The information required by this item is incorporated by reference to the sections entitled “Voting On Matters Before The Annual Meeting,” “Principal Holders of Common Stock,” “Security Ownership of Management and Directors,” “Section 16(a) Beneficial Ownership Reporting Compliance,” and “The 1997 Trust,” of the Company’s Proxy Statement for the 2003 Annual Meeting of Stockholders.

ITEM 13. Certain Relationships and Related Transactions.

The information required by this item is incorporated by reference to the sections entitled “Interest of Directors in Certain Transactions of the Company,” and “Compensation of Executive Officers,” but only up to and not including the section entitled “Performance Presentation,” of the Company’s Proxy Statement for the 2003 Annual Meeting of Stockholders.

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ITEM 14. Controls and Procedures.

Russell T. Lewis, the Company’s Chief Executive Officer, and Leonard P. Forman, the Company’s Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures as of December 29, 2002. Based on such evaluation, each of Messrs. Lewis and Forman concluded that the Company’s disclosure controls and procedures were effective to ensure that the information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. No significant changes were made in the Company’s internal controls or in other factors that could significantly affect these controls subsequent to the date of the evaluation by Messrs. Lewis and Forman.

PART IV

ITEM 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K.

(A)   DOCUMENTS FILED AS PART OF THIS REPORT

(1)            Financial Statements and Supplemental Schedules

(a)           The Consolidated Financial Statements of the Company are filed as part of this Form 10-K and are set forth on pages F-22 to F-48. The report of Deloitte & Touche LLP, Independent Auditors, dated January  27, 2003, is set forth on page F-49 of this Form 10-K.

(b)          The following additional consolidated financial information is filed as part of this Form 10-K and should be read in conjunction with the Consolidated Financial Statements set forth on pages F-22 to F-48. Schedules not included with this additional consolidated financial information have been omitted either because they are not applicable or because the required information is shown in the Consolidated Financial Statements on the aforementioned pages.

		Page
Ratio of Earnings to Fixed Charges		Exhibit 12
Independent Auditors’ Consent		Exhibit 23
Consolidated Schedules for the Three Years Ended December 29, 2002:
II—Valuation and Qualifying Accounts		S-1

 

Separate financial statements and supplemental schedules of associated companies accounted for by the equity method are omitted in accordance with the provisions of Rule 3-09 of Regulation S-X.

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(2)   Exhibits

(3.1)                                     Certificate of Incorporation as amended and restated to reflect amendments effective June 19, 1998 (filed as an Exhibit to the Company’s Form 10-Q dated August 11, 1998, and incorporated by reference herein).

(3.2)                                     By-laws as amended through December 20, 2001 (filed as an Exhibit to the Company’s Form 10-K, dated February 22, 2002 and incorporated by reference herein).

(4)                                               The Company agrees to furnish to the Commission upon request a copy of any instrument with respect to long-term debt of the Company and any subsidiary for which consolidated or unconsolidated financial statements are required to be filed, and for which the amount of securities authorized thereunder does not exceed 10% of the total assets of the Company and its subsidiaries on a consolidated basis.

(10.1)                              The Company’s 1991 Executive Stock Incentive Plan, as amended through September 20, 2001 (filed as an Exhibit to the Company’s Form 10-Q dated November 8, 2001, and incorporated by reference herein).

(10.2)                              The Company’s 1991 Executive Cash Bonus Plan, as amended through May 23, 2000 (filed as an Exhibit to the Company’s Form 10-Q dated November 8, 2000, and incorporated by reference herein).

(10.3)                              The Company’s Non-Employee Directors’ Stock Option Plan, as amended through September 21, 2000 (filed as an Exhibit to the Company’s Form 10-Q dated November 8, 2000, and incorporated by reference herein).

(10.4)                              The Company’s Supplemental Executive Retirement Plan, as amended and restated through January 1, 1993 (filed as an Exhibit to the Company’s Form 10-K dated March 11, 1996, and incorporated by reference herein).

(10.5)                              Amendment No. 1, dated May 1, 1997, to the Company’s Supplemental Executive Retirement Plan (filed as an Exhibit to the Company’s Form 10-Q dated March 30, 1997, and incorporated by reference herein).

(10.6)                              Lease (short form) between the Company and Z Edison Limited Partnership, dated April 8, 1987 (filed as an Exhibit to the Company’s Form 10-K dated March 27, 1988, and incorporated by reference herein).

(10.6.1)                    Amendment to Lease between the Company and Z Edison Limited Partnership, dated May 14, 1997 (filed as an Exhibit to the Company’s Form 10-Q dated November 10, 1998, and incorporated by reference herein).

(10.6.2)                    Second Amendment to Lease between the Company and Z Edison Limited Partnership, dated June 30, 1998 (filed as an Exhibit to the Company’s Form 10-Q dated November 10, 1998, and incorporated by reference herein).

(10.7)                              Agreement of Lease, dated as of December 15, 1993, between The City of New York, Landlord, and the Company, Tenant (as successor to New York City Economic Development Corporation (the “EDC”), pursuant to an Assignment and Assumption of Lease With Consent, made as of December 15, 1993, between the EDC, as Assignor, to the Company, as Assignee) (filed as an Exhibit to the Company’s Form 10-K dated March 21, 1994, and incorporated by reference herein).

(10.8)                              Funding Agreement #1, dated as of December 15, 1993, between the EDC and the Company (filed as an Exhibit to the Company’s Form 10-K dated March 21, 1994, and incorporated by reference herein).

(10.9)                              Funding Agreement #2, dated as of December 15, 1993, between the EDC and the Company (filed as an Exhibit to the Company’s Form 10-K dated March 21, 1994, and incorporated by reference herein).

(10.10)                       Funding Agreement #3, dated as of December 15, 1993, between the EDC and the Company (filed as an Exhibit to the Company’s Form 10-K dated March 21, 1994, and incorporated by reference herein).

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(10.11)                       Funding Agreement #4, dated as of December 15, 1993, between the EDC and the Company (filed as an Exhibit to the Company’s Form 10-K dated March 21, 1994, and incorporated by reference herein).

(10.12)                       New York City Public Utility Service Power Service Agreement, made as of May 3, 1993, between The City of New York, acting by and through its Public Utility Service, and The New York Times Newspaper Division of the Company (filed as an Exhibit to the Company’s Form 10-K dated March 21, 1994, and incorporated by reference herein).

(10.13)                       Globe Newspaper Company, Inc. Supplemental Executive Retirement Plan, as amended effective December 16, 1998 (filed as an Exhibit to the Company’s Form 10-K dated February 26, 1999, and incorporated by reference herein).

(10.14)                       The Company’s Deferred Executive Compensation Plan, as amended effective December 20, 2002 (filed as an Exhibit to the Company’s Form S-8 dated December 20, 2002, and incorporated by reference herein).

(10.15)                       The Company’s Non-Employee Directors Deferral Plan (filed as an Exhibit to the Company’s Form 10-Q dated November 12, 1997, and incorporated by reference herein).

(10.16)                       Distribution Agreement, dated as of September 17, 2002, by and among the Company, J.P. Morgan Securities Inc., Banc of America Securities LLC, and Banc One Markets, Inc. (filed as an Exhibit to the Company’s Form 8-K dated September 18, 2002, and incorporated by reference herein).

(10.17)                       Calculation Agent Agreement, dated as of September 17, 2002, by and between the Company and JPMorgan Chase Bank (filed as an Exhibit to the Company’s Form 8-K dated September 18, 2002, and incorporated by reference herein).

(10.18)                       Employment Agreement, dated as of September 1, 1999, between the Company and Martin Nisenholtz (filed as an Exhibit to the Company’s Form 10-K dated March 14, 2000, and incorporated by reference herein).

(10.19)                       Agreement of Lease, dated December 12, 2001, between the 42^nd St. Development Project, Inc., as Landlord, and The New York Times Building LLC, as Tenant (filed as an Exhibit to the Company’s Form 10-K dated February 22, 2002, and incorporated by reference herein).

(12)                                        Ratio of Earnings to Fixed Charges.

(21)                                        Subsidiaries of the Company.

(23)                                        Consent of Deloitte & Touche LLP.

(99.1)          Certification Pursuant to 18 U.S.C. Section 1350, as Added By Section 906 of the Sarbanes-Oxley Act of 2002.

(99.2)          Certification Pursuant to 18 U.S.C. Section 1350, as Added By Section 906 of the Sarbanes-Oxley Act of 2002.

 

(B)   REPORTS ON FORM 8-K

The Company did not file any reports on Form 8-K during the last quarter of the fiscal year ended December 29, 2002.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: February 24, 2003

(Registrant)
The New York Times Company
By:	/s/ Rhonda L. Brauer
	Rhonda L. Brauer, Secretary

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature				Title			Date
Arthur Sulzberger, Jr.				Chairman, Director			February 24, 2003
Russell T. Lewis				Chief Executive Officer, President and Director (Principal Executive Officer)			February 24, 2003
Michael Golden