10-K/A 1 a2167897z10-ka.htm FORM 10-K/A
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549


FORM 10-K/A

AMENDMENT NO. 1

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


FOR THE FISCAL YEAR ENDED DECEMBER 25, 2005

 

COMMISSION FILE NUMBER 1-5837

The New York Times Company
(Exact name of registrant as specified in its charter)

New York
(State or other jurisdiction of
incorporation or organization)
  13-1102020
(I.R.S. Employer
Identification No.)

229 West 43rd Street, New York, N.Y.
(Address of principal executive offices)

 

10036
(Zip code)

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

Title of each class
  Name of each exchange on
which registered

Class A Common Stock of $.10 par value   New York Stock Exchange

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

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes. X 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. X

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. X 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.    o

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

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

The aggregate worldwide market value of Class A Common Stock held by non-affiliates, based on the closing price on June 24, 2005, the last business day of the registrant's most recently completed second quarter, as reported on the New York Stock Exchange, was approximately $3.6 billion. As of such date, non-affiliates held 82,706 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 10, 2006, was as follows: 144,358,849 shares of Class A Common Stock and 834,242 shares of Class B Common Stock.

Document incorporated by reference
  Part
Proxy Statement for the 2006 Annual Meeting of Stockholders   III





EXPLANATORY NOTE

The Company filed its Annual Report on Form 10-K for the fiscal year ended December 25, 2005, on February 23, 2006. Due to a production error, certain of the text in Notes 2 and 3 to the Company's Consolidated Financial Statements was transposed in the filed version. This Amendment No. 1 on Form 10-K/A is being filed to correct the error. No other changes have been made. This amendment speaks as of the date of the original report, February 23, 2006, and does not reflect events occurring after the filing of such report or update or modify the disclosures therein in any way other than as described above. In connection with the filing of this Form 10-K/A, we are including as exhibits currently dated certifications of our chief executive officer and chief financial officer.


INDEX TO THE NEW YORK TIMES COMPANY 2005 FORM 10-K

 
  ITEM NO.
  PAGE

 

 

 

 

 

 

 
PART I       Forward-Looking Statements   1
    1   Business   1
        Introduction   1
        News Media Group   2
        Advertising Revenue   2
        The New York Times Media Group   3
        The New York Times   3
        Circulation   3
        Advertising   3
        Production and Distribution   3
        NYTimes.com   3
        International Herald Tribune   4
        Radio   4
        Other Businesses   4
        New England Media Group   5
        Circulation   5
        Advertising   5
        Production and Distribution   5
        Boston.com   5
        Regional Media Group   6
        Broadcast Media Group   6
        About.com   7
        Forest Products Investments and Other Joint Ventures   8
        Forest Products Investments   8
        Other Joint Ventures   8
        Raw Materials   8
        Competition   9
        Employees   10
        Labor Relations   10
    1A   Risk Factors   11
    2   Properties   15
    3   Legal Proceedings   15
    4   Submission of Matters to a Vote of Security Holders   16
        Executive Officers of the Registrant   16

PART II

 

5

 

Market for the Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities

 

18
        Equity Compensation Plan Information   18
        Unregistered Sales of Equity Securities   18
        Issuer Purchases of Equity Securities   19
    6   Selected Financial Data   19
    7   Management's Discussion and Analysis of Financial Condition
and Results of Operations
  19
    7A   Quantitative and Qualitative Disclosures About Market Risk   19
    8   Financial Statements and Supplementary Data   19
    9   Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
  19
    9A   Controls and Procedures   20
    9B   Other Information   20

PART III

 

10

 

Directors and Executive Officers of the Registrant

 

21
    11   Executive Compensation   21
    12   Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters
  21
    13   Certain Relationships and Related Transactions   21
    14   Principal Accountant Fees and Services   21

PART IV

 

15

 

Exhibits and Financial Statement Schedules

 

22

PART I


FORWARD-LOOKING STATEMENTS                                                                                                                                      

This Annual Report on Form 10-K, including the sections titled "Item 1A—Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" on pages F-3 to F-20, 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 involve risks and uncertainties that could cause actual results to differ materially from those anticipated in any forward-looking statements. Such factors 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 including newspapers, Internet businesses, television and radio stations, investments in paper mills and other investments. Financial information about industry segments is incorporated by reference to Note 16 to the Consolidated Financial Statements on pages F-48 to F-50 of this report. The Company and its consolidated subsidiaries are referred to collectively in this Annual Report on Form 10-K as "we," "our" and "us."

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

In 2005, we classified our businesses based on our operating strategies into the following segments:

the News Media Group:

The New York Times Media Group, consisting of The New York Times ("The Times"), NYTimes.com, the International Herald Tribune (the "IHT"), a newspaper distributor in the New York City metropolitan area, news, photo and graphics services, news and features syndication and (effective fiscal 2005) our two New York City radio stations, WQXR-FM and WQEW-AM, formerly part of the Broadcast Media Group;

the New England Media Group, consisting of The Boston Globe (the "Globe"), Boston.com and the Worcester Telegram & Gazette, in Worcester, Mass. (the "T&G"); and

the Regional Media Group, consisting of 15 newspapers in Alabama, California, Florida, Louisiana, North Carolina and South Carolina and related print and digital businesses (including the North Bay Business Journal, a weekly publication targeting business leaders in California's Sonoma, Napa and Marin counties, acquired February 2005).

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the Broadcast Media Group: television stations WTKR-TV serving Norfolk, Va.; WREG-TV serving Memphis, Tenn.; KFOR-TV and KAUT-TV (acquired November 2005), both serving Oklahoma City, Okla.; WNEP-TV serving Scranton, Penn.; WHO-TV serving Des Moines, Iowa; WHNT-TV serving Huntsville, Ala.; WQAD-TV serving Moline, Ill.; and KFSM-TV serving Fort Smith, Ark., and their related digital businesses.

About.com: On March 18, 2005, we acquired About.com, a leading online source for original consumer information and advice. About.com is a separate reportable segment of the Company.

Additionally, we own equity interests in a Canadian newsprint company and a supercalendered paper manufacturing partnership in Maine; the Discovery Times Channel ("DTC"), a digital cable television channel; New England Sports Ventures, LLC ("NESV"), which owns the Boston Red Sox baseball club (including Fenway Park and approximately 80% of New England Sports Network, the regional cable sports network that televises the Red Sox games); and Metro Boston LLC ("Metro Boston"), which publishes a free daily newspaper catering to young professionals in the Boston metropolitan area (interest acquired on March 10, 2005).

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

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

NEWS MEDIA GROUP                                                                                                                                                              

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

Advertising Revenue

The majority of the News Media Group's revenue is derived from advertising sold in its newspapers and other publications and on its Web sites, as discussed below. We divide such advertising into three basic categories: national, retail and classified. Advertising revenue also includes preprints, which are advertising supplements. Below is a percentage breakdown of 2005 advertising revenue by division:

 
   
   
  Classified

   
   
   
 
 
   
   
   
  Other
Advertising
Revenue

   
 
 
  National

  Retail and
Preprint

  Help
Wanted

  Real
Estate

  Auto

  Other

  Total
Classified

  Total

 

 
The New York Times Media Group   65 1% 14 % 6 % 9 % 3 % 2 % 20 % 1 % 100 %

 
New England Media Group   26   30   12   13   10   4   39   5   100  

 
Regional Media Group   4   49   13   12   12   5   42   5   100  

 
Total News Media Group   45   24   9   10   6   3   28   3   100  

 
1
Includes all advertising revenue of the IHT.

Advertising revenue and volume information for the News Media Group appears on page F-9 of this Annual Report on Form 10-K.

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The New York Times Media Group

The New York Times

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

Circulation

The Times is circulated in each of the 50 states, the District of Columbia and worldwide. Approximately 49% 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; 51% is sold elsewhere. On Sundays, approximately 44% of the circulation is sold in the greater New York City area and 56% elsewhere. According to reports filed with the Audit Bureau of Circulations ("ABC"), an independent agency that audits the circulation of most U.S. newspapers and magazines, for the six-month period ended September 30, 2005, 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 25, 2005, and December 26, 2004, are shown below:

 
  Weekday (Mon. - Fri.)

  Sunday

 
  (Thousands of copies)


2005   1,135.8   1,684.7

2004   1,124.7   1,669.7

Change   11.1   15.0

The increases in weekday and Sunday copies sold in 2005 compared with 2004 were due to increased copies to schools, colleges and corporate accounts.

Approximately 61% of the weekday and 66% of the Sunday circulation was sold through home delivery in 2005; the remainder was sold primarily on newsstands.

The Times reaches 5 million print readers on weekdays and 7 million on Sunday, according to a 2004 study by Scarborough, an independent market research vendor.

Advertising

Advertising rates for The Times increased an average of 5.3% in January 2005 and 5.2% in January 2006.

According to data compiled by TNS Media Intelligence, an independent agency that measures advertising sales volume and estimates advertising revenue, The Times had a 50.3% market share in 2005 in advertising revenue among a national newspaper set that includes USA Today, The Wall Street Journal and The New York Times. Based on recent data provided by TNS Media Intelligence and The Times's internal analysis, The Times believes that it ranks first by a substantial margin in advertising revenue in the general weekday and Sunday newspaper field in the New York City metropolitan area.

Production and Distribution

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

In 2005 and early 2006, The Times added two new contract print sites: Toronto, serving greater Toronto, as well as Buffalo, Rochester and other areas in upstate New York, and Houston. The Times is reviewing several markets for additional expansion in 2006.

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

NYTimes.com

The Times's Web site, NYTimes.com, reaches wide audiences across the New York metropolitan region, the nation and around the world. In the United States, according to Nielsen NetRatings, an Internet traffic measurement service, average unique users visiting NYTimes.com reached 11.0 million per month in

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2005 compared with 9.2 million per month in 2004. According to NYTimes.com internal metrics, in 2005, NYTimes.com had 17 million average monthly unique users worldwide. In addition, over 3.2 million people receive requested newsletters from NYTimes.com each day.

NYTimes.com primarily derives its revenue from the sale of advertising. Advertising is sold to both national and local customers and includes Web site display advertising (banners, half-page units, rich media), classified advertising (help-wanted, real estate, automobiles) and contextual advertising (links supplied by Google, an Internet search engine). In September 2005, The Times introduced TimesSelect, a product offering subscribers exclusive online access to columnists of The Times and the IHT and featuring access to The Times's extensive archives, previews of various sections, and tools for tracking and storing news and information. TimesSelect is priced annually at $49.95 or monthly at $7.95, but is available to home-delivery subscribers at no additional fee. As of mid-February 2006, there were approximately 425,000 subscribers, including home-delivery and online-only subscribers.

International Herald Tribune

The IHT, a daily (Monday through Saturday) newspaper, commenced publishing in Paris in 1887, is printed at 31 sites throughout the world and is sold in more than 185 countries. The IHT's average circulation for the years ended December 25, 2005, and December 26, 2004, were 242,000 and 241,000. These figures follow the guidance of Diffusion Controle, an agency based in Paris and a member of the International Federation of Audit Bureaux of Circulations that audits the circulation of most of France's newspapers and magazines. The figure for 2005 is an estimate as final 2005 numbers will not be available until April 2006. In 2005, 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.

Advertising rates for the IHT increased between 3% and 8% in January 2005 and between 3% and 5% in January 2006.

Radio

Beginning in fiscal 2005, our two New York City radio stations, WQXR-FM and WQEW-AM, formerly part of the Broadcast Media Group, were included in The New York Times Media Group. WQXR, our classical music radio station, is working with The Times's News Services Division to expand the distribution of Times-branded news and information on the radio, through The Times's own resources and in collaboration with strategic partners. WQEW receives revenues under a time brokerage agreement with ABC, Inc., which currently provides substantially all of WQEW's programming. Under a separate option agreement, ABC, Inc. has the right to acquire WQEW at the end of 2006. The radio stations are operated under licenses from the Federal Communications Commission ("FCC") and are subject to FCC regulation. Radio license renewals are typically granted for terms of eight years. The licenses for both radio stations expire on June 1, 2006, and applications will be filed in 2006 to renew them. We anticipate that our radio licenses will be renewed for eight-year periods.

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 approximately 650 newspapers and magazines in the United States and in more than 50 countries worldwide, and markets other supplemental news services and feature material, graphics and photographs from The Times and other leading news sources to newspapers and magazines around the world; and Business Development, which comprises Photo Archives, Book Development and a small publication unit.

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New England Media Group

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

Circulation

The Globe is distributed throughout New England, although its circulation is concentrated in the Boston metropolitan area. According to ABC, for the six-month period ended September 30, 2005, 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 25, 2005, and December 26, 2004, are shown below:

 
  Weekday (Mon. - Fri.)

  Sunday

 
 
  (Thousands of copies)

 

 
2005   413.3   646.4  

 
2004   453.8   694.1  

 
Change   (40.5 ) (47.7 )

 

The decreases in weekday and Sunday copies sold in 2005 compared with 2004 were primarily due to a directed effort to reduce the Globe's "other paid" circulation (primarily third-party bulk sponsored copies but also hotel copies); the positive impact in 2004 of the Red Sox World Series victory; and continuing adverse effects of telemarketing legislation.

Approximately 75% of the Globe's weekday circulation and 68% of its larger Sunday circulation were sold through home delivery in 2005; the remainder was sold primarily on newsstands.

The Boston Globe reaches 1.1 million print readers on weekdays and 1.6 million on Sunday, according to a 2005 Scarborough study.

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 25, 2005 and December 26, 2004, are shown below:

 
  Weekday (Mon. - Fri.)

  Sunday


2005   99,200   115,100

2004   103,000   121,300

Advertising

Both the Globe and the T&G increased advertising rates in each category of advertising in 2005. On January 1, 2006, the Globe increased all advertising rates by 0.5% to 5%, and the T&G increased all advertising rates by 2% to 4%.

Based on information supplied by major daily newspapers published in New England and assembled by the New England Newspaper Association, Inc. for the year ended December 25, 2005, the Globe ranked first and the T&G ranked tenth in advertising inches among all newspapers published in New England.

Production and Distribution

All editions of the Globe are printed and prepared for delivery at its main Boston plant or its Billerica, Mass. satellite plant. Virtually all of the Globe's home-delivered circulation was delivered in 2005 by a third-party service provider.

Boston.com

The Globe's Web site, Boston.com, reaches wide audiences in the New England region, the nation and around the world. In the United States, according to Nielsen NetRatings, average unique users visiting Boston.com reached 3.5 million per month in 2005 compared with 3.2 million per month in 2004.

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

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Regional Media Group

The Regional Media Group includes 14 daily newspapers, of which 12 publish on Sunday, one paid weekly newspaper and related print and digital businesses. In February 2005, we acquired the North Bay Business Journal, a weekly publication targeting business leaders in California's Sonoma, Napa and Marin counties.

The average weekday and Sunday circulation for the year ended December 25, 2005, for each of the daily newspapers are shown below:

Daily Newspapers

  Daily
Circulation

  Sunday
Circulation

  Daily Newspapers

  Daily
Circulation

  Sunday
Circulation


The Gadsden Times (Ala.)   22,400   23,200   The Ledger (Lakeland, Fla.)   70,600   87,700

The Tuscaloosa News (Ala.)   34,200   35,600   The Courier (Houma, La.)   18,500   20,000

TimesDaily (Florence, Ala.)   30,800   32,400   Daily Comet (Thibodaux, La.)   10,900   N/A

The Press Democrat (Santa Rosa, Calif.)   86,100   88,900   The Dispatch (Lexington, N.C.)   11,500   N/A

Sarasota Herald-Tribune (Fla.)   110,800   130,300   Times-News (Hendersonville, N.C.)   19,100   19,200

Star-Banner (Ocala, Fla.)   49,800   53,400   Wilmington Star-News (N.C.)   53,500   60,000

The Gainesville Sun (Fla.)   46,900   52,500   Herald-Journal (Spartanburg, S.C.)   47,900   55,600

The Petaluma Argus-Courier, in Petaluma, Calif., our only paid subscription weekly newspaper, had an average weekly circulation for the year ended December 25, 2005, of 7,300.

BROADCAST MEDIA GROUP                                                                                                                                                  

Our television stations are operated under licenses from the FCC and are subject to FCC regulations. Television license renewals are normally granted for terms of eight years. In 2005, the television stations within the Broadcast Media Group were as shown below (including KAUT-TV in Oklahoma City, Oklahoma, acquired November 2005):

Station

  License Expiration Date

  Market's
Nielsen
Ranking1

  Network
Affiliation

  Band


WTKR-TV (Norfolk, Va.)   October 1, 2012   42   CBS   VHF
WREG-TV (Memphis, Tenn.)   August 1, 20053   44   CBS   VHF
KFOR-TV (Oklahoma City, Okla.)   June 1, 20063   45   NBC   VHF
KAUT-TV (Oklahoma City, Okla.)   June 1, 20063   45   UPN   UHF
WNEP-TV (Scranton, Penn.)   August 1, 2007   54   ABC   UHF2
WHO-TV (Des Moines, Iowa)   February 1, 20063   73   NBC   VHF
WHNT-TV (Huntsville, Ala.)   April 1, 20053   84   CBS   UHF2
WQAD-TV (Moline, Ill.)   December 1, 20053   95   ABC   VHF
KFSM-TV (Ft. Smith, Ark.)   June 1, 20053   104   CBS   VHF

1
According to Nielsen Media Research's 2005/2006 Designated Market Area Market Rankings from fall 2005. Nielsen Media Research is a research company that measures audiences for television stations.
2
All other stations in this market are also in the UHF band.
3
Application for renewal of license pending.

We anticipate that our applications for renewal of our station licenses will result in the licenses being renewed for eight-year periods.

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

For each of our analog television stations except for KAUT-TV, we also operate a digital television station. All of our digital stations currently have channels in the UHF band, and, at present, all simultaneously broadcast substantially the same programs (except for some local weather or news programming) as the corresponding analog stations. On February 17, 2009, operators of television stations must shut down their analog stations and operate their digital television stations only, using either the channels on which the digital stations currently operate or other channels designated by the FCC.

ABOUT.COM                                                                                                                                                                                 

About.com is a leading consumer information source with a mission of providing "practical solutions for everyday problems." One of the top 10 most visited Web sites in 2005, About.com has 29.3 million average monthly unique visitors in the United States (per Nielsen NetRatings) and 42.6 million average monthly unique visitors worldwide (per About internal metrics). Over 500 topical advisors or "Guides" write about more than 57,000 topics and have generated over 1.2 million pieces of original content. About.com does not charge a subscription fee for access to its Web site. It generates revenues through display advertising relevant to the adjacent content, cost-per-click advertising (sponsored links in which About.com is paid when a user clicks on the ad) and e-commerce (including sales lead generation).

How About.com Generates Revenues

LOGO

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FOREST PRODUCTS INVESTMENTS AND                                                                                                                         
OTHER JOINT VENTURES

We have ownership interests in one newsprint mill and one mill producing supercalendered paper, a high finish paper used in some magazines and preprinted inserts, which is a higher-value grade than newsprint (the "Forest Products Investments"), as well as in DTC, NESV and Metro Boston. These investments are accounted for under the equity method and reported in "Investments in Joint Ventures" in our Consolidated Balance Sheets. For additional information on our investments, see Note 5 of the Notes to the Consolidated Financial Statements.

Forest Products Investments

We have a 49% equity interest in a Canadian newsprint company, Donohue Malbaie Inc. ("Malbaie"). The other 51% is owned by Abitibi-Consolidated ("Abitibi"), a global manufacturer of paper. Malbaie purchases pulp from Abitibi and manufactures newsprint from this raw material on the paper machine it owns within the Abitibi paper mill at Clermont, Quebec. Malbaie is wholly dependent upon Abitibi for its pulp. In 2005, Malbaie produced 219,000 metric tons of newsprint, of which 97,000 tons or approximately 45% were sold to us, with the balance sold to Abitibi for resale.

We have a 40% equity interest in a partnership operating a supercalendered paper mill in Madison, Maine, Madison Paper Industries ("Madison"). Madison purchases the majority of its wood from local suppliers, mostly under long-term contracts. In 2005, Madison produced 196,000 metric tons, of which 21,000 tons or approximately 11% were sold to us.

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

Other Joint Ventures

We own an interest of approximately 17% in NESV, which owns the Boston Red Sox, Fenway Park and approximately 80% of New England Sports Network, a regional cable sports network.

We and Discovery Communications, Inc. own and operate DTC, a digital cable television channel. We own a 50% interest in DTC. DTC is a non-fiction channel that offers documentary programming on recent history and newsworthy events.

In March 2005, we acquired a 49% interest in Metro Boston, which publishes a free daily newspaper catering to young professionals in the Greater Boston area.

RAW MATERIALS                                                                                                                                                                       

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

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In 2005 and 2004, we used the following types and quantities of paper (all amounts in metric tons):

 
  Newsprint
  Coated,
Supercalendered and
Other Paper

 
  2005
  2004
  2005
  2004

The New York Times Media Group1,2   288,000   298,000   30,100   26,200

New England Media Group1,2   112,000   125,000   4,900   5,200

Regional Media Group1   84,000   86,000    

Total   484,000   509,000   35,000   31,400

1
During 2005 we converted substantially all of our newspapers from 48.8 gram newsprint to 45 gram newsprint. The usage of 45 gram newsprint in 2005 reduced newsprint consumption by approximately 18,000 tons.
2
The Times and the Globe use coated, supercalendered or other paper for The New York Times Magazine and the Globe's Sunday Magazine.

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

COMPETITION                                                                                                                                                                            

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

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

The IHT's key competitors include The Wall Street Journal's European and Asian Editions, the Financial Times, Time, Newsweek International and The Economist. Satellite distribution of CNN, CNBC 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.

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).

Our other newspapers compete for advertising and circulation with a variety of newspapers and other advertising 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, such as Monster.com (help-wanted advertising).

WQXR-FM competes for listeners 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.

All of our 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 other locally distributed media and the Internet.

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

DTC competes with cable channels such as A&E and the History Channel.

NESV competes in the Boston consumer entertainment market primarily with other professional sports teams and other forms of live, film and broadcast entertainment.

9


EMPLOYEES                                                                                                                                                                                 

As of December 25, 2005, we had approximately 11,965 full-time equivalent employees.

 
  Employees

The New York Times Media Group   4,800

New England Media Group   2,940

Regional Media Group   2,925

Broadcast Media Group   860

About.com   90

Corporate/Shared Services   350

Total Company   11,965

Labor Relations

Approximately 3,000 full-time equivalent employees of The Times and City & Suburban are represented by 13 unions with 14 labor agreements. Approximately 2,000 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:



  Employee Category

  Expiration Date


The Times   Mailers, electricians, paperhandlers and machinists   March 30, 2006
    Stereotypers   March 30, 2007
    Drivers   March 30, 2008
    Operating engineers   May 31, 2008
    New York Newspaper Guild (representing non-production employees)   March 30, 2011
    Typographers   March 30, 2016
    Pressmen   March 30, 2017

City & Suburban   Building maintenance employees   May 31, 2006
    Drivers   March 30, 2008

The Globe   Boston Mailers Union   December 31, 2005
    Drivers, engravers, paperhandlers, machinists and garage mechanics   December 31, 2004
    Technical services group and electricians   December 31, 2005
    Boston Newspaper Guild (representing non-production employees)   December 31, 2005
    Typographers   December 31, 2006
    Warehouse employees   December 31, 2007
    Pressmen   December 31, 2010

The IHT has approximately 350 employees worldwide, including approximately 240 located in France, whose terms and conditions of employment are established by a combination of French National Labor Law, industry-wide collective agreements and company-specific agreements.

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

Approximately one-third of the 700 employees of the T&G are represented by four unions. Labor agreements with three production unions expired or expire on October 8, 2005, August 31, 2006 and November 30, 2006. The labor agreements with the Providence Newspaper Guild, representing newsroom and circulation employees, expire on August 31, 2007.

Of the 348 full-time employees at The Press Democrat, 134 are represented by four unions. The labor agreements with the Newspaper Guild, Pressmen and Typographical unions expire in December 2008, and the labor agreement with the Teamsters, which represents certain employees in the circulation department, expires in April 2007.

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

10


ITEM 1A. RISK FACTORS

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

All of our businesses face substantial competition for advertisers, and this competition is increasingly intense with, and within, the digital area.

We are subject to competition for advertising revenues in our various markets, including from paid and free newspapers, magazines, broadcast, satellite and cable television, broadcast and satellite radio, video-on-demand services, Web sites, direct marketing and the Yellow Pages. Competition affects our ability to attract and retain advertisers and to maintain or increase advertising rates.

Competition for advertising revenue is increasingly intense with, and within, the digital area, where the popularity of the Internet and low barriers to entry have led to a wide variety of alternatives available to advertisers and consumers. As media audiences fragment, we expect advertisers to re-allocate a portion of their advertising budgets to nontraditional media, such as Web sites and search engines, which can offer more measurable returns than traditional print media through, among other things, pay-for-performance and keyword-targeted Internet advertising. Also, we may compete with companies that sell products and services online because these companies are trying to attract users to their Web sites directly to search for information about products and services.

In recent years, Web sites dedicated to help wanted, real estate and automobile sales have become significant competitors of our newspapers and Web sites for classified advertising, and entities with a larger Internet presence are entering the classified market, heightening the risk of continued erosion. We may experience greater competition from specialized Web sites in other areas, such as travel and entertainment advertising. Although the amount of advertising on our own Web sites has been increasing, we may experience a decline in advertising revenues if we are unable to attract advertising to our Web sites in sufficient volume or at rates comparable to print rates.

Our network-affiliated broadcast properties face significant competition that may result in increased audience fragmentation that adversely affects advertising revenues.

Our network-affiliated broadcast stations face significant competition. Several developments could cause further fragmentation of the television viewing audience and therefore increase competition, including:

    system upgrades and technological advances resulting in increased channel capacities on cable and direct broadcast satellite systems,

    the entry of telephone companies into the video distribution market,

    the emergence of new portable video distribution platforms, and

    the availability of network programming on the Internet and through video-on-demand services.

This fragmentation may adversely affect our television stations' ability to sell advertising.

Regulatory developments may intensify the competitive market.

Changes in the regulatory and technological environment are bringing about a global consolidation of media companies and convergence among various forms of media. The FCC is currently considering changes to its media ownership rules, which could either broaden or continue to restrict our opportunities to invest in additional broadcast stations. These changes could also cause us to face increased competition from other media entities.

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

Circulation is another significant source of revenue for us. In recent years, we, along with the newspaper industry as a whole, have experienced difficulty increasing circulation volume and revenues because of, among other things, competition from other forms of media (often free to the user), particularly the Internet, and the declining frequency of regular newspaper buying, particularly among young people, who increasingly rely on nontraditional media as a source of news.

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). It could also affect our ability to

11



institute circulation price increases for our print products. To maintain our circulation base, we may incur additional costs, and we cannot assure you that we will be able to recover these costs through increased circulation and advertising revenues.

Negative economic conditions in our principal markets would adversely affect our advertising revenues.

National and local economic conditions, particularly in the New York City and Boston metropolitan regions, affect the levels of our retail, national and classified advertising revenue. For example, difficult economic conditions in the New England region have contributed to lower levels of advertising at our properties there. Future negative economic conditions in this and other principal markets would adversely affect our level of advertising revenues.

Our largest newspaper properties are dependent on national advertising.

A significant portion of advertising revenues for our largest newspaper properties is from national advertising. As a result, events that affect national advertisers, such as structural changes and challenges to their traditional business models, may change the level of our advertising revenues. Increased consolidation among major national and retail advertisers has depressed, and may continue to depress, the level of our advertising revenue.

The success of our business depends substantially on our reputation as a provider of quality journalism and content in print, digital and broadcast.

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

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

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

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

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

The cost of raw materials, of which newsprint is the major component, represented 11% of our total costs in 2005. The price of newsprint has historically been volatile and, in recent years, has increased. Consolidation in the North American newsprint industry has reduced the number of suppliers. Overall newsprint supply has declined as a result of paper mill closures and conversions to other grades of paper, which in turn has increased the likelihood of future price increases. Although we have adopted measures to reduce consumption, such as converting to lighter-weight newsprint, reducing page width where practical and managing waste through technology enhancements, our operating results would be adversely affected if newsprint prices increased significantly.

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.

A significant portion of our 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 were to restrict our ability to maximize the efficiency of our operations. In addition, if we were to experience labor unrest, our ability to produce and deliver our most significant products could be impaired.

12


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

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

We may buy or sell different properties as a result of our evaluation of our portfolio of products, which may affect our costs, revenues, profitability and financial position.

From time to time, we evaluate the various components of our portfolio of products and may, as a result, buy or sell different properties. Such acquisitions or divestitures may 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. From time to time, we make non-controlling minority investments in public and private entities. We may have limited voting rights and an inability to influence the direction of such entities. In addition, if the value of the companies in which we invest declines, we may be required to take a charge to earnings.

Each year, we evaluate the various components of our portfolio in connection with annual impairment testing, and we may record a 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.

Acquisitions involve risks, including difficulties in integrating acquired operations, diversions of management resources and other unanticipated problems and liabilities. In addition, financing acquisitions may require the incurrence of debt or the issuance of additional stock.

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

We have two classes of stock: Class A Common Stock and Class B Common Stock. Holders of Class A Common Stock are entitled to elect 30% of the Board of Directors and to vote, with Class B common stockholders, on the reservation of shares for equity grants, certain material acquisitions and the ratification of the selection of the Company's auditors. Holders of Class B Common Stock are entitled to elect the remainder of the Board and to vote on all other matters. Our Class B Common Stock is principally held by descendants of Adolph S. Ochs, who purchased The Times in 1896. A family trust holds 88% of the Class B Common Stock. As a result, the trust has the ability to elect 70% of the Board of Directors and to direct the outcome of any matter that does not require a vote of the Class A Common Stock. Under the terms of the trust agreement, trustees are directed to retain the Class B Common Stock held in trust and to vote such stock against any merger, sale of assets or other transaction pursuant to which control of The Times passes from the trustees, unless they unanimously 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, particularly with respect to our broadcast properties, may result in increased costs.

All of our operations are subject to government regulation in the jurisdictions in which they operate. Changing regulations may result in increased costs that adversely affect results.

Our broadcast stations in particular are subject to regulation by the FCC, and operate under FCC licenses that are generally granted for a period of eight years. Nine of our eleven stations are currently seeking renewal of their broadcast licenses or are scheduled to file renewal applications within the next year. The FCC substantially regulates radio and television station

13



operations in many significant ways, including, but not limited to, employment practices, political advertising, indecency and obscenity, sponsorship identification, children's programming, issue-responsive programming, closed captioning, signal carriage, ownership, and engineering, transmissions, antenna and other technical matters. Changes in FCC regulation, the failure of the FCC to grant a station's renewal application or the imposition of conditions on a renewal could adversely affect the profitability of our broadcast business.

All television stations are required to construct digital television ("DTV") facilities, and eight of our nine television stations (all but KAUT) have constructed and are operating such facilities. Stations may provide high definition programming ("HDTV") and/or digital "multicast" services (multiple streams of programming) on their DTV channels. Uncertainty associated with rules governing cable carriage of HDTV and multicast services may affect the future profitability of our digital television operations. Digital stations are unlikely to produce significant additional revenue until consumers have purchased a substantial number of digital television receivers.

On February 17, 2009, each television station will be required to retire its analog channel and operate as a digital facility exclusively. The stations expect to operate on their assigned digital channels, except WHNT, which is operating on a temporary allocation provided by the FCC. Permanent channels will be determined within the framework of a FCC licensing process prior to the 2009 conversion date. It remains uncertain how the transition to DTV will affect our broadcast operations.

Due to the wide geographic scope of our operations, the IHT is subject to regulation by political entities throughout the world.

If our capital expenditures, related to our new headquarters or otherwise, exceed our projections, we may require additional funding, which, if not available on terms acceptable to us, could adversely affect our growth, financial condition and results of operations.

We are in the process of constructing our new headquarters building, which we currently expect to occupy in mid-2007. As of December 25, 2005, we had incurred capital expenditures of approximately $425 million related to the development of the building, of which $184 million was incurred by our development partner, and we currently expect to incur total capital expenditures of $1,001 to $1,068 million, of which $400 to $429 million will be paid by our development partner. We have funded, and will continue to fund, our share of capital contributions from cash from operations and external financing sources. Our development partner's share is being funded through capital contributions and a construction loan. For a detailed description of the financing arrangements, see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—New Headquarters Building" and Note 17 of the Notes to the Consolidated Financial Statements. Under the terms of the building operating agreement and financing arrangements, a lien related to the construction loan will be released from our condominium units upon substantial completion of the building's core and shell but will remain upon our development partner's condominium units until the construction loan is repaid in full. If our development partner is unable to obtain other financing to repay the construction loan, we must lend them approximately $119.5 million to pay a portion of the construction loan balance.

Although the construction of our new headquarters is currently on schedule and within budget, due to the uncertainties inherent in major construction projects, it is possible that construction of the new building may not be completed within the expected time frame and/or anticipated budget. In addition, we may have unanticipated capital expenditure requirements in the future. If we cannot obtain capital from increases in our cash flow from operating activities, we may incur increased borrowing costs. If financing is not available on terms acceptable to us, our growth, financial condition and results of operations could suffer materially.

14


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 25, 2005, 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.     865,800 1

 
Flushing, N.Y.     515,000 2

 
Edison, N.J.     1,300,000 3

 
Boston, Mass.   703,217   20,261  

 
Billerica, Mass.   290,000    

 
Other locations   1,600,600   473,320  

 
Broadcast Media Group          
Business offices, studios and transmitters at various locations   339,823   14,545  

 
About.com     21,133  

 
Total   2,933,640   3,210,059  

 
1
Includes 714,000 square feet in our existing New York City headquarters, at 229 West 43rd St., which we sold and leased back on December 27, 2004.
2
We are leasing a 31-acre site in Flushing, N.Y., where our printing and distribution plant is located, and have the option to purchase the property at any time prior to the end of the lease in 2019.
3
The Edison production and distribution facility is occupied pursuant to a long-term lease with renewal and purchase options.

We sold our existing New York City headquarters on December 27, 2004. Pursuant to the terms of the sale agreement, we are leasing back our existing headquarters through 2007, when we expect to occupy our new headquarters, currently being constructed in the Times Square area. The new headquarters will contain approximately 1.54 million gross square feet of space, of which 825,000 gross square feet will be owned by us. For additional information on the new headquarters, including anticipated costs, see Note 17 of the Notes to the Consolidated Financial Statements.

ITEM 3. LEGAL PROCEEDINGS.

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

15


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 23, 2006


Corporate Officers            

Arthur Sulzberger, Jr.

 

54

 

1978

 

Chairman (since 1997) and Publisher of The Times (since 1992)

Janet L. Robinson

 

55

 

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

 

56

 

1984

 

Vice Chairman (since 1997); Publisher of the IHT (since 2003); Senior Vice President (1997 to 2004)

Leonard P. Forman

 

60

 

19741

 

Executive Vice President (since 2004) and Chief Financial Officer (since 2002); Senior Vice President (2001 to 2004); President and Chief Executive Officer, The New York Times Company Magazine Group, Inc. (1998 to 2001)

Martin A. Nisenholtz

 

50

 

1995

 

Senior Vice President, Digital Operations (since 2005); Chief Executive Officer, New York Times Digital (1999 to 2005)

David K. Norton

 

50

 

2006

 

Senior Vice President, Human Resources (since February 15, 2006); Vice President, Human Resources, Starwood Hotels & Resorts, and Executive Vice President, Starwood Hotels & Resorts Worldwide, Inc. (2000 to February 14, 2006)

Solomon B. Watson IV

 

61

 

1974

 

Senior Vice President (since 1996) and Chief Legal Officer (since 2006); General Counsel (1989 to 2005); Secretary (2000 to 2002)

R. Anthony Benten

 

42

 

1989

 

Vice President (since 2003); Treasurer (since 2001); Assistant Treasurer (1997 to 2001)

Rhonda L. Brauer

 

46

 

1992

 

Secretary (since 2002), Corporate Governance Officer (since 2006) and Senior Counsel (since 1994)

Jennifer C. Dolan

 

59

 

1979

 

Vice President, Forest Products (since 2002); Executive Director, Forest Products (2000 to 2002)

James C. Lessersohn

 

50

 

1987

 

Vice President, Finance and Corporate Development (since 2001); Vice President and Treasurer (1999 to 2001)

 

 

 

 

 

 

 

16



Catherine J. Mathis

 

52

 

1997

 

Vice President, Corporate Communications (since 2000); Director, Investor Relations (1997 to 2000)

Kenneth A. Richieri

 

54

 

1983

 

Vice President (since 2002) and General Counsel (since 2006); Deputy General Counsel (2001 to 2005); Vice President and General Counsel, New York Times Digital (1999 to 2003)

Stuart P. Stoller

 

50

 

1996

 

Vice President (since 1996), Process Engineering (since 2005) and Corporate Controller (since 1996)

David A. Thurm

 

52

 

1982

 

Chief Information Officer (since 2004); Vice President, Real Estate Development (2000 to 2004); Chief Operating Officer, New York Times Digital (1999 to 2000)

Operating Unit Executives

 

 

 

 

 

 

P. Steven Ainsley

 

53

 

1982

 

President and Chief Operating Officer, Regional Media Group (since 2003); Senior Vice President, Regional Media Group (1999-2002)

Robert H. Eoff

 

56

 

1969

 

President, Broadcast Media Group (since 2004); Vice President, Broadcast Media Group (1999 to 2004); President and General Manager, WREG-TV (1995 to 2004)

Richard H. Gilman

 

55

 

1983

 

Publisher of The Globe (since 1999)

Scott H. Heekin-Canedy

 

54

 

19872

 

President and General Manager of The Times (since 2004); Senior Vice President, Circulation of The Times (1999 to 2004)


1
Mr. Forman left the Company in 1986 and returned in 1996.
2
Mr. Heekin-Canedy left the Company in 1989 and returned in 1992.

17


PART II


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

The additional information required by this item appears on page F-61 of this Annual Report on Form 10-K.

(a)    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   31,200,000 1 $41   5,880,000 2
  Employee Stock Purchase Plan       7,992,000 3
  Stock awards   633,000 4   644,000 5
   
     
 
  Total   31,833,000     14,516,000  
Equity compensation plans not approved by security holders   None   None   None  

1
Includes shares of Class A stock to be issued upon exercise of stock options granted under our 1991 Executive Stock Incentive Plan (the "NYT Stock Plan"), our Non-Employee Directors' Stock Option Plan and our 2004 Non-Employee Directors' Stock Incentive Plan (together, the "Directors' Plans").
2
Includes shares of Class A stock available for future stock options to be granted under the NYT Stock Plan and the 2004 Non-Employee Directors' Stock Incentive Plan (the "2004 Directors' Plan"). The 2004 Directors' Plan provides for the issuance of up to 500,000 shares of Class A stock in the form of stock options or restricted stock awards. The amount reported for stock options includes the aggregate number of securities remaining (approximately 400,000 as of December 25, 2005) for future issuances under that plan.
3
Includes shares of Class A stock available for future issuance under our Employee Stock Purchase Plan.
4
Includes shares of Class A stock to be issued upon conversion of restricted stock units and retirement units under the NYT Stock Plan.
5
Includes shares of Class A stock available for stock awards under the NYT Stock Plan.

Unregistered Sales of Equity Securities

On November 15, 2005, we issued 4,560 shares of Class A Common Stock to a holder of 4,560 shares of Class B Common Stock upon the conversion of such Class B shares into Class A shares. On December 19, 2005, we issued 1,490 shares of Class A Common Stock to a holder of 1,490 shares of Class B Common Stock upon the conversion of such Class B shares into Class A shares. The conversions, which were in accordance with our Certificate of Incorporation, did not involve a public offering and were exempt from registration pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended.

18


(c)    Issuer Purchases of Equity Securities1

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 26, 2005–
October 30, 2005
  127,506   $28.46   127,000   $151,741,000
October 31, 2005–
November 27, 2005
  100,528   $27.79   100,200   $148,956,000
November 28, 2005–
December 25, 2005
  156,144   $27.28   156,000   $144,701,000
Total for the fourth quarter of 2005   384,178 2 $27.80   383,200   $144,701,000

1
Except as otherwise noted, all purchases were made pursuant to our publicly announced share repurchase program. On April 13, 2004, our Board of Directors (the "Board") authorized repurchases in an amount up to $400 million. As of February 10, 2006, we had authorization from the Board to repurchase an amount of up to approximately $142 million of our Class A Common Stock. The Board has authorized us to purchase shares from time to time as market conditions permit. There is no expiration date with respect to this authorization.

2
Includes 978 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.

ITEM 6. SELECTED FINANCIAL DATA.

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

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

The information required by this item appears on pages F-3 to F-20 of this Annual Report on Form 10-K.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

The information required by this item appears on pages F-20 to 21 of this Annual Report on Form 10-K.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The information required by this item appears on pages F-22 to F-54 and pages F-60 to F-61 of this Annual Report on Form 10-K.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE.

Not applicable.

19


ITEM 9A. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

Janet L. Robinson, our Chief Executive Officer, and Leonard P. Forman, our Chief Financial Officer, have evaluated the effectiveness of our disclosure controls and procedures as of December 25, 2005. Based on such evaluation, each of Ms. Robinson and Mr. Forman concluded that our disclosure controls and procedures were effective to ensure that the material information required to be disclosed by us in the reports that we file or submit 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.

Management's Report on Internal Control Over Financial Reporting

Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, we have included, as part of this Annual Report on Form 10-K, a report of management's assessment of the effectiveness of our internal controls as of December 25, 2005. Deloitte & Touche LLP, our independent registered public accounting firm, has audited management's assessment of, and the effectiveness of, our internal control over financial reporting. Management's report and the report of Deloitte & Touche LLP appear on pages F-57 to F-59 of this Annual Report on Form 10-K under the captions "Management's Report on Internal Control Over Financial Reporting" and "Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting" and are incorporated herein by reference.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting during the quarter ended December 25, 2005, that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION.

Not applicable.

20


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 Annual Report on Form 10-K, the information required by this item is incorporated by reference to the sections titled "Section 16(a) Beneficial Ownership Reporting Compliance," "Proposal Number 1—Election of Directors," "Interest of Directors in Certain Transactions of the Company," and "Audit Committee Financial Experts" in the section titled "Board of Directors and Corporate Governance," of our Proxy Statement for the 2006 Annual Meeting of Stockholders.

The Board has adopted a code of ethics that applies not only to our CEO and senior financial officers, as required by the SEC, but also to our Chairman and Vice Chairman. The current version of such code of ethics can be found on the Corporate Governance section of our Web site, http://www.nytco.com.

ITEM 11. EXECUTIVE COMPENSATION.

The information required by this item is incorporated by reference to the sections titled "Directors' Compensation," "Directors' and Officers' Liability Insurance" and "Compensation of Executive Officers," but only up to and not including the section titled "Performance Presentation," of our Proxy Statement for the 2006 Annual Meeting of Stockholders.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

In addition to the information set forth under the caption "Equity Compensation Plan Information" in Item 5 above, the information required by this item is incorporated by reference to the sections titled "Principal Holders of Common Stock," "Security Ownership of Management and Directors" and "The 1997 Trust," of our Proxy Statement for the 2006 Annual Meeting of Stockholders.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

The information required by this item is incorporated by reference to the sections titled "Interest of Directors in Certain Transactions of the Company," and "Compensation of Executive Officers," but only up to and not including the section titled "Performance Presentation," of our Proxy Statement for the 2006 Annual Meeting of Stockholders.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

The information required by this item is incorporated by reference to the section titled "Proposal Number 2—Selection of Auditors," beginning with the section titled "Audit Committee's Pre-Approval Policies and Procedures," but only up to and not including the section titled "Recommendation and Vote Required" of our Proxy Statement for the 2006 Annual Meeting of Stockholders.

21


PART IV


ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(A)   Documents Filed as Part of This Report

(1)    Financial Statements

Our Consolidated Financial Statements are filed as part of this Annual Report on Form 10-K and are set forth on pages F-22 to F-54. The reports of Deloitte & Touche LLP, an independent registered public accounting firm, dated February 23, 2006, are set forth on page F-56 and page F-58 of this Annual Report on Form 10-K.

(2)    Supplemental Schedules

The following additional consolidated financial information is filed as part of this Annual Report on Form 10-K and should be read in conjunction with the Consolidated Financial Statements set forth on pages F-22 to F-54. 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
Consolidated Schedules for the Three Years Ended December 25, 2005:    
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.

(3)    Exhibits

An exhibit index has been filed as part of this Annual Report on Form 10-K and is incorporated herein by reference.

22


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 28, 2006

    (Registrant)

 

 

THE NEW YORK TIMES COMPANY

 

 

By:

 

/s/  
RHONDA L. BRAUER      
Rhonda L. Brauer, Secretary and
Corporate Governance Officer

23


THE NEW YORK TIMES COMPANY 2005 FINANCIAL REPORT

CONTENTS

  PAGE

 

 

 

Selected Financial Data

 

F-1
Management's Discussion and Analysis of Financial Condition and Results of Operations   F-3
  Executive Overview   F-3
  Results of Operations   F-8
  Liquidity and Capital Resources   F-12
  Critical Accounting Policies   F-16
  Pension and Postretirement Benefits   F-18
Market Risk   F-20
Audited Financial Statements    
  Consolidated Statements of Income   F-22
  Consolidated Balance Sheets   F-23
  Consolidated Statements of Cash Flows   F-24
  Consolidated Statements of Changes in Stockholders' Equity   F-26
Notes to the Consolidated Financial Statements    
      1. Summary of Significant Accounting Policies   F-27
      2. Goodwill and Other Intangible Assets   F-29
      3. Acquisitions and Dispositions   F-30
      4. Inventories   F-31
      5. Investments in Joint Ventures   F-31
      6. Other   F-33
      7. Debt   F-34
      8. Derivative Instruments   F-35
      9. Income Taxes   F-36
    10. Pension Benefits   F-37
    11. Postretirement and Postemployement Benefits   F-40
    12. Other Liabilities   F-42
    13. Earnings Per Share   F-42
    14. Stock-Based Awards   F-43
    15. Capital Stock   F-48
    16. Segment Information   F-48
    17. Commitment and Contingent Liabilities   F-51
Management's Responsibilities Report   F-55
Report of Independent Registered Public Accounting Firm on Consolidated Financial Statements   F-56
Management's Report on Internal Control Over Financial Reporting   F-57
Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting   F-58
Quarterly Information (unaudited)   F-60
Market Information   F-61

SELECTED FINANCIAL DATA


 
  As of and for the Years Ended

(In thousands, except per share and employee data)

  December 25,
2005

  December 26,
2004

  December 28,
2003

  December 29,
2002

  December 30,
2001


INCOME STATEMENT DATA                              
Revenues   $ 3,372,775   $ 3,303,642   $ 3,227,200   $ 3,079,007   $ 3,015,958
Total expenses     3,014,667     2,793,689     2,687,650     2,534,139     2,641,555
Gain on sale of assets     122,946                
Operating profit     481,054     509,953     539,550     544,868     374,403
Interest expense, net     49,168     41,760     44,757     45,435     47,199
Income from continuing operations before income taxes and minority interest     446,104     476,645     499,847     492,103     339,676
Income from continuing operations     265,605     292,557     302,655     299,747     202,222
Cumulative effect of a change in accounting principle, net of income taxes     (5,852 )              
Discontinued operations, net of income taxes – Magazine Group                     242,450
Net income     259,753     292,557     302,655     299,747     444,672

BALANCE SHEET DATA                              
Property, plant and equipment – net   $ 1,468,403   $ 1,367,384   $ 1,275,128   $ 1,233,658   $ 1,181,221
Total assets     4,533,037     3,949,857     3,801,716     3,633,842     3,438,684
Total debt, including commercial paper and capital lease obligations     1,396,380     1,058,847     955,302     958,249     759,537
Common stockholders' equity     1,516,248     1,400,542     1,392,242     1,269,307     1,149,653

PER SHARE OF COMMON STOCK                              
Basic earnings per share                              
    Income from continuing operations   $ 1.83   $ 1.98   $ 2.01   $ 1.98   $ 1.29
    Cumulative effect of a change in accounting principle, net of income taxes     (.04 )              
    Discontinued operations, net of income taxes – Magazine Group                     1.54

    Net income   $ 1.79   $ 1.98   $ 2.01   $ 1.98   $ 2.83

Diluted earnings per share                              
  Income from continuing operations   $ 1.82   $ 1.96   $ 1.98   $ 1.94   $ 1.26
  Cumulative effect of a change in accounting principle, net of income taxes     (.04 )              
  Discontinued operations, net of income taxes – Magazine Group                     1.52

  Net income   $ 1.78   $ 1.96   $ 1.98   $ 1.94   $ 2.78

Dividends per share   $ .65   $ .61   $ .57   $ .53   $ .49
Common stockholders' equity per share   $ 10.39   $ 9.38   $ 9.11   $ 8.20   $ 7.18

Average Basic Shares Outstanding     145,440     147,567     150,285     151,563     157,082

Average Diluted Shares Outstanding     145,877     149,357     152,840     154,805     160,081

KEY RATIOS                              
Operating profit to revenues     14%     15%     17%     18%     12%
Return on average common stockholders' equity     18%     21%     23%     25%     37%
Return on average total assets     6%     8%     8%     8%     13%
Total debt to total capitalization     48%     43%     41%     43%     40%
Current assets to current liabilities     .62     .55     .79     .77     .66
Ratio of earnings to fixed charges     6.66     8.77     9.24     9.26     6.37

FULL-TIME EQUIVALENT EMPLOYEES     11,965     12,300     12,400     12,150     12,050

The Selected Financial Data of the New York Times Company (the "Company") should be read in conjunction with Management's Discussion and Analysis of Financial Condition and Results of Operation and the Consolidated Financial Statements and the related Notes included in this Annual Report on Form 10-K.

See page F-2 for certain items included in Selected Financial Data. All earnings per share amounts for the items on page F-2 are on a diluted basis.

F-1


The items below are included in the Selected Financial Data.

2005

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

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

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

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

a $10.5 million pre-tax charge ($5.9 million after tax, or $.04 per share) for costs associated with the cumulative effect of a change in accounting principle related to the adoption of FASB Interpretation No. ("FIN") 47, Accounting for Conditional Asset Retirement Obligations—an interpretation of FASB Statement No. 143.

2004

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

2003

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

a $14.1 million pre-tax gain related to a reimbursement of remediation expenses at one of the Company's printing plants.

2002

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

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

2001

The items below increased net income by $150.6 million or $.94 per share.

a $412.0 million pre-tax gain ($241.3 million after tax, or $1.51 per share) resulting from the sale of Golf Digest, Golf Digest Woman, Golf World and Golf World Business ("Magazine Group").

a $90.4 million pre-tax charge ($53.8 million after tax, or $.34 per share) for staff reductions.

$42.8 million in amortization expense ($36.9 million after tax, or $.23 per share) that would not have been expensed if FAS No. 142, Goodwill and Other Intangible Assets, had been adopted at the beginning of 2001.

F-2


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


EXECUTIVE OVERVIEW                                                                                                                                                           

Our Business

We are a leading media company with a portfolio of properties that serve our customers in print, in broadcast and online. Our core purpose is to enhance society by creating, collecting and distributing high-quality news, information and entertainment. We fulfill our mission to be a leader in media by maintaining the highest journalistic standards, bringing people together in communities of shared interest and adhering to our core principles of integrity, customer focus, innovation, collaboration and economic vitality. Our strategy is to build a lean, agile and disciplined organization that will invigorate growth across our existing businesses and platforms, create lines of products in key content areas across multiple mediums and develop and institutionalize a forward-looking research and development capability. We are committed to focusing our efforts on strengthening our multiple platforms, creating targeted new products and transforming our advertising and editorial processes to maximize revenue growth. We also remain committed to reducing costs and making our operations more efficient.

In 2005 we made acquisitions and an investment to strengthen our multiple platforms (see the "2005 Events" section below).

Our revenues were $3.4 billion in 2005. The percentage of revenues contributed by segment is below.

GRAPHIC

The business model for each of our segments is summarized below:

The News Media Group (consisting of The New York Times Media Group, which includes The New York Times ("The Times"), NYTimes.com, the International Herald Tribune (the "IHT") and two New York City radio stations (see below); the New England Media Group, which includes The Boston Globe (the "Globe"), Boston.com and the Worcester Telegram & Gazette; and the Regional Media Group, which includes 15 daily newspapers and their related print and digital businesses). The News Media Group derives advertising revenues by offering advertisers a means to promote their brands, products and services to the buying public in print, online and through radio. The News Media Group also derives circulation revenues by offering the public timely news and editorial materials and advertisements. Other revenues, which make up the remainder of revenues, primarily consist of revenues from wholesale delivery operations, news services and direct marketing. News Media Group revenues in 2005 by category and percentage share are below.

GRAPHIC

F-3


The News Media Group's main operating expenses are employee-related costs and raw materials, primarily newsprint.

Beginning in 2005, the results of our two New York City radio stations, WQXR-FM and WQEW-AM, formerly part of the Broadcast Media Group, are included in the results of the News Media Group as part of The New York Times Media Group.

Broadcast Media Group (consisting of nine network-affiliated television stations, including KAUT-TV, which was acquired in November 2005). The Broadcast Media Group derives almost all of its revenues (98% in 2005) from the sale of commercial time to advertisers. The Broadcast Media Group's main operating expenses are employee-related costs and programming costs.

About.com, acquired in March 2005 (an online consumer information provider). About.com generates revenues through display advertising relevant to the adjacent content, cost-per-click advertising (sponsored links in which About.com is paid when a user clicks on the ad) and e-commerce (including sales lead generation). Almost all of its revenues (96% in 2005) are derived from the sale of advertisements (display and cost-per-click advertising). Cost-per-click advertising accounts for slightly less than 50% of About.com's total advertising revenues. About.com does not charge a subscription fee for access to its Web site. About.com's main operating expenses are employee-related costs and content and hosting costs.

Joint Ventures Our long-term strategy is also pursued through our equity investments, which are:

a 50% interest in the Discovery Times Channel ("DTC"), a digital cable television channel,

a 49% interest in Metro Boston LLC ("Metro Boston") (see the "2005 Events" section below),

a 49% interest in a Canadian newsprint company, Donohue Malbaie Inc. ("Malbaie"), and a 40% interest in a partnership, Madison Paper Industries ("Madison"), operating a supercalendered paper mill in Maine, and

a 16.7% interest in New England Sports Ventures ("NESV"), which owns the Boston Red Sox, Fenway Park and approximately 80% of the New England Sports Network, a regional cable sports network.

2005 Highlights

Below are highlights for 2005. See the remaining portion of this discussion for more details on the items discussed below.

Advertising revenues grew approximately 4% in 2005 over 2004, in part due to the acquisition of About.com. In addition, advertising revenues increased due to growth in online revenues and higher print rates, partially offset by lower print volume.

Circulation revenues decreased approximately 1% compared with 2004, mainly due to a decrease in copies sold at the Globe.

Expense growth for 2005 was approximately 8%, primarily because of staff reduction expenses, the acquisition of About.com, and incremental stock-based compensation expense, due to the adoption of Financial Accounting Standards Board ("FASB") Statement of Accounting Standards ("FAS") No. 123-R (revised 2004) Share-Based Payment ("FAS 123-R") (see "2005 Events" section below). In addition, expenses increased due to higher distribution, outside printing, promotion, and newsprint expense.

Net income and diluted earnings per share in 2005 were $259.8 million and $1.78 per share compared with $292.6 million and $1.96 per share, respectively, in 2004. Included in net income and diluted earnings per share are the items discussed in this Annual Report on Form 10-K on page F-2, immediately following the Selected Financial Data.

2005 Events

Staff Reductions
In 2005, we announced plans to reduce our staff by approximately 700 employees. In 2005, staff reductions resulted in a total pre-tax charge of $57.8 million ($35.3 million after tax or $.23 per share). We also plan to take a charge of approximately $10 to $13 million in 2006 for staff reductions announced in 2005, most of which will be recorded in the first quarter of 2006.

F-4


Acquisitions
In November 2005, we acquired KAUT-TV, a UPN station in Oklahoma City, for approximately $23 million. KAUT-TV, which is located in the same television market as our station KFOR-TV (a "duopoly"), is a part of the Broadcast Media Group.

In March 2005, we acquired 100% of the outstanding common stock of About, Inc., a leading online consumer information provider. The purchase price was approximately $410 million. This acquisition provides us with strategic benefits, including diversifying our advertising base and extending our reach among Internet users. About.com is a separate reportable segment.

In February 2005, we acquired the North Bay Business Journal ("North Bay"), a weekly publication targeting business leaders in California's Sonoma, Napa and Marin counties, for approximately $3 million. North Bay is included in the News Media Group as part of the Regional Media Group.

See Notes 2, 3 and 16 of the Notes to the Consolidated Financial Statements for additional information regarding these acquisitions.

Investment
In March 2005, we invested $16.5 million to acquire a 49% interest in Metro Boston, which publishes a free daily newspaper catering to young professionals in the Greater Boston area. Our investment in Metro Boston is accounted for under the equity method, and therefore the investment and results of operations are included in "Investments in joint ventures" and "Net income/(loss) from joint ventures" in our Consolidated Balance Sheet and Statement of Income.

The acquisitions and investment above were funded through a combination of short-term and long-term debt.

Sale of Assets
In the first quarter of 2005, we recognized a $122.9 million pre-tax gain from the sale of assets. We completed the sale of our current headquarters in New York City for $175.0 million and entered into a lease for the building with the purchaser/lessor through 2007, when we expect to occupy our new headquarters (see Note 17 of the Notes to the Consolidated Financial Statements). The sale resulted in a total pre-tax gain of $143.9 million, of which $114.5 million ($63.3 million after tax or $.43 per diluted share) was recognized in the first quarter of 2005. The remainder of the gain is being deferred and amortized over the lease term in accordance with accounting principles generally accepted in the United States of America ("GAAP"). In addition, we sold property in Sarasota, Fla., which resulted in a pre-tax gain in the first quarter of 2005 of $8.4 million ($5.0 million after tax or $.03 per diluted share).

See Note 6 of the Notes to the Consolidated Financial Statements for additional information regarding the sale of assets.

Adoption of FAS 123-R
In December 2004, the FASB issued FAS 123-R. FAS 123-R is a revision of FAS No. 123, as amended, Accounting for Stock-Based Compensation, and supersedes Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees.

At the beginning of 2005, we adopted FAS 123-R. Stock-based compensation expense in 2005 was $32.2 million ($21.9 million after tax or $.15 per diluted share).

See Note 14 of the Notes to the Consolidated Financial Statements for additional information regarding the adoption of FAS 123-R.

Trends and Uncertainties

We monitor various trends and uncertainties that affect our revenues and expenses. We consider key uncertainties to include advertising and circulation volumes, the fluctuations of which can have a material effect on our operating results. Variability in the price of newsprint or in employee-related expenses can also materially affect our operating results.

Our cash flow from operating activities, our primary source of liquidity, is adversely affected when advertising and/or circulation volume declines and/or the costs to operate our business, particularly newsprint and employee-related costs, increase. One of our key management priorities is to anticipate levels of advertising and circulation revenues, newsprint prices and employee-related expenses while we manage our businesses to maximize operating profit during expanding and contracting economic cycles.

F-5


Advertising Revenues
Our advertising revenues, which account for approximately 68% of revenues, are susceptible to economic swings and are difficult to predict, particularly given the increasing competition we face in the markets in which we operate.

Advertising revenues for our largest segment, the News Media Group, in 2005 were approximately $2.1 billion (92% of total Company advertising revenues). The News Media Group's advertising revenues consisted of:

45% national advertising

28% classified advertising

24% retail advertising and

3% other advertising.

As reflected above, a significant portion of our largest newspapers' advertising revenues is from national advertising. As a result, events that affect national advertisers, such as structural changes and changes to their traditional business models, may change the level of our advertising revenues. Increased consolidation among major national and retail advertisers has depressed, and may continue to depress, the level of our advertising revenue.

We are subject to competition for advertising revenues in our various markets, including from paid and free newspapers, magazines, broadcast, satellite and cable television, broadcast and satellite radio, video-on-demand services, Web sites, direct marketing and the Yellow Pages. Competition affects our ability to attract and retain advertisers and to maintain or increase advertising rates.

Circulation Revenues

Circulation is another significant source of revenue for us. In recent years, we, along with the newspaper industry as a whole, have experienced difficulty increasing circulation volume and revenues because of, among other things, competition from other forms of media, particularly the Internet, and the declining frequency of regular newspaper buying, particularly among young people, who increasingly rely on nontraditional media as a source of news.

Expenses

Managing expenses is a key component of our strategy. We review our expense structure on an ongoing basis to ensure that we are operating our businesses effectively. This review focuses on reducing costs by streamlining our operations, freeing up resources and achieving cost benefits from productivity gains. In 2005, our cost-control efforts principally addressed employee-related costs and newsprint expense, our main operating expenses. In 2005, we announced staff reductions of approximately 700 positions to be completed in 2006 and made cost-saving modifications to certain employee benefit plans. We have also adopted a number of measures to reduce newsprint consumption, including converting to lighter-weight paper. We continually monitor newsprint prices, which are subject to supply and demand market conditions and have increased in recent years.

To manage the uncertainties inherent in our businesses, we prepare monthly forecasts of anticipated results of operations, including expected advertising and circulation revenues and newsprint prices. Actual results are closely analyzed to determine if changes are required to maximize operating profit, such as implementing pricing increases, delaying capital projects or initiating additional cost reduction measures.

F-6




2006 Expectations

We have not provided 2006 guidance for earnings, revenue growth or expense growth. Below are certain items that will affect the financial statements in 2006 as well as guidance on certain key financial measures.

Because we have a fiscal year that equalizes the number of Sundays, 2006 has an extra week. In the fourth quarter of 2006, there will be 14 weeks rather than 13.

We expect that the News Media Group will benefit from higher print and online advertising rates in 2006. At The Times, we project print rates will rise about 5%, and at the Globe and our Regional Media Group, we expect print rates to increase approximately 3%.

The Times raised home-delivery rates in New York and across the country about 4% effective February 6. This is expected to result in additional circulation revenues of approximately $7 to $8 million in 2006.

The Broadcast Media Group results are expected to benefit from a full year of revenues for KAUT-TV, mid-term elections and the Winter Olympics.

Our revenues will include a full year of revenue from About.com, which is expected to have double-digit revenue and operating profit growth.

We plan to make additional investments online and to grow circulation revenues. We expect to add more print sites to increase the availability of The Times outside the metropolitan New York area.

We will also remain focused on reducing costs, improving efficiencies and streamlining operations.

The key financial measures for 2006 discussed in the table below are computed under GAAP.


Item

  2006 Expectation


Newsprint cost per ton   Growth expected to be 11% to 13%
Depreciation & amortization   $154 to $158 million
Capital expenditures   $485 to $535 million(a)
Results from joint ventures   $18 to $22 million
Interest expense   $58 to $62 million
Tax rate   39.6%

(a)
Under GAAP, total capital expenditures reflected in our financial statements include our capital expenditures for our new headquarters building as well as those of our development partner:

Company*   $355 to $385 million
Development partner   $130 to $150 million
   
    $485 to $535 million
   

* Includes $240 to $270 million for our new headquarters

F-7


RESULTS OF OPERATIONS                                          

Overview

Unless stated otherwise, all references to 2005, 2004 and 2003 refer to our fiscal years ended, or the dates as of, December 25, 2005, December 26, 2004 and December 28, 2003. The following table presents our consolidated financial results on a GAAP basis. The results set forth in the table and discussed in this section include the items discussed in this report on page F-2, immediately after the table of Selected Financial Data.


 
 
   
   
   
  % Change

 
(In thousands)

  2005

  2004

  2003

  05-04

  04-03

 

 
REVENUES                            
Advertising   $ 2,278,239   $ 2,194,644   $ 2,120,814   3.8   3.5  
Circulation     873,975     883,995     885,767   (1.1 ) (0.2 )
Other     220,561     225,003     220,619   (2.0 ) 2.0  

 
Total     3,372,775     3,303,642     3,227,200   2.1   2.4  

 
COSTS AND EXPENSES                            
Production costs                            
  Raw materials     321,084     296,594     274,147   8.3   8.2  
  Wages and benefits     690,754     672,901     671,040   2.7   0.3  
  Other     528,546     506,053     483,608   4.4   4.6  

 
Total     1,540,384     1,475,548     1,428,795   4.4   3.3  
Selling, general and administrative expenses     1,474,283     1,318,141     1,258,855   11.8   4.7  

 
Total     3,014,667     2,793,689     2,687,650   7.9   3.9  

 
GAIN ON SALE OF ASSETS     122,946           N/A    

 

OPERATING PROFIT

 

 

481,054

 

 

509,953

 

 

539,550

 

(5.7

)

(5.5

)
Net income/(loss) from joint ventures     10,051     240     (8,223 ) *   *  
Interest expense, net     49,168     41,760     44,757   17.7   (6.7 )
Other income     4,167     8,212     13,277   (49.3 ) (38.1 )

 
Income from continuing operations before income taxes and minority interest     446,104     476,645     499,847   (6.4 ) (4.6 )
Income taxes     180,242     183,499     197,762   (1.8 ) (7.2 )
Minority interest in net (income)/loss of subsidiaries     (257 )   (589 )   570   (56.4 ) *  

 
Income from continuing operations     265,605     292,557     302,655   (9.2 ) (3.3 )
Cumulative effect of a change in accounting principle, net of income taxes     (5,852 )         N/A    

 
NET INCOME   $ 259,753   $ 292,557   $ 302,655   (11.2 ) (3.3 )

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

Revenues

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


 
   
   
   
  % Change

(In millions)

  2005

  2004

  2003

  05-04

  04-03


Revenues:                          
  News Media Group   $ 3,189.8   $ 3,158.0   $ 3,098.0   1.0   1.9
  Broadcast Media Group     139.1     145.6     129.2   (4.5 ) 12.7
  About.com (from March 18, 2005)     43.9           N/A  

Total   $ 3,372.8   $ 3,303.6   $ 3,227.2   2.1   2.4

F-8


News Media Group

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


 
 
   
   
   
  % Change

 
(In millions)

  2005

  2004

  2003

  05-04

  04-03

 

 
The New York Times Media Group                            
Advertising   $ 1,264.8   $ 1,220.7   $ 1,195.7   3.6   2.1  
Circulation     615.5     615.9     623.1   (0.1 ) (1.2 )
Other     157.0     165.0     168.0   (4.8 ) (1.8 )

 
Total   $ 2,037.3   $ 2,001.6   $ 1,986.8   1.8   0.7  

 
New England Media Group                            
Advertising   $ 467.6   $ 481.6   $ 464.5   (2.9 ) 3.7  
Circulation     170.7     181.0     174.6   (5.7 ) 3.7  
Other     37.0     38.0     34.4   (2.6 ) 10.4  

 
Total   $ 675.3   $ 700.6   $ 673.5   (3.6 ) 4.0  

 
Regional Media Group                            
Advertising   $ 367.5   $ 349.7   $ 333.8   5.1   4.8  
Circulation     87.8     87.1     88.1   0.7   (1.1 )
Other     21.9     19.0     15.8   14.8   20.2  

 
Total   $ 477.2   $ 455.8   $ 437.7   4.7   4.1  

 
Total News Media Group                            
Advertising   $ 2,099.9   $ 2,052.0   $ 1,994.0   2.3   2.9  
Circulation     874.0     884.0     885.8   (1.1 ) (0.2 )
Other     215.9     222.0     218.2   (2.8 ) 1.7  

 
Total   $ 3,189.8   $ 3,158.0   $ 3,098.0   1.0   1.9  

 

Advertising Revenues

Advertising revenue is primarily determined by the volume, rate and mix of advertisements. In 2005, advertising revenues increased compared with 2004 due to growth in online revenues and higher print rates, partially offset by lower print volume from weak print advertising markets (see the chart below for a breakdown of volume by category). Advertising revenues at The New York Times Media Group were higher in 2005 than 2004 due to higher national, retail and classified advertising revenue. The New England Media Group advertising revenues were lower in 2005 than 2004 because of decreases in classified, national and retail advertising revenues. Advertising revenues for the Regional Media Group increased due to higher classified and retail advertising revenues. The News Media Group's online advertising revenues rose 29.5% in 2005 compared with 2004 due to growth in all categories.

In 2004 advertising revenues increased compared with 2003 due to higher advertising rates partially offset by lower volume due to a weak advertising market. Advertising revenues at The New York Times Media Group were higher in 2004 than 2003 mainly due to increases in national and retail advertising revenues partially offset by lower classified advertising revenues. The New England Media Group advertising revenues were higher in 2004 than 2003 because increases in classified and retail advertising revenues more than offset lower national advertising revenues. Advertising revenues for the Regional Media Group increased due to higher classified and retail advertising revenues. The News Media Group's online advertising revenues rose 37.5% in 2004 compared with 2003 due to growth in all categories.

During the last few years, we have continued to be adversely affected by a weak print advertising environment. Advertising volume for the News Media Group was as follows:


 
 
   
   
   
  % Change

 
(Inches in thousands, preprints in thousands of copies)

   
   
   
 
  2005

  2004

  2003

  05-04

  04-03

 

 
News Media Group                      
National(a)   2,468.4   2,512.4   2,557.9   (1.7 ) (1.8 )
Retail   6,511.7   6,541.8   6,609.7   (0.5 ) (1.0 )
Classified   9,532.2   9,675.5   9,839.9   (1.5 ) (1.7 )
Part Run/Zoned   2,087.3   2,215.6   2,120.9   (5.8 ) 4.5  

 
Total   20,599.6   20,945.3   21,128.4   (1.7 ) (0.9 )

 
Preprints   2,979,723   2,897,241   2,852,021   2.8   1.6  

 
(a)
Includes all advertising volume from the IHT.

Circulation Revenues

Circulation revenue is based on the number of copies sold and the subscription rates charged to customers. Circulation revenues in 2005 decreased slightly compared with 2004 mainly due to a decrease in copies sold at the Globe. Circulation revenues at the New York Times Media Group and Regional Media Group remained flat in 2005 compared with 2004.

Circulation revenues in 2004 were at approximately the same levels as they were in 2003. Higher circulation revenues at the Globe, primarily due to price increases, were offset by lower circulation revenues at The Times, primarily due to an increase of education and other lower-rate copies sold in 2004 compared with 2003.

Broadcast Media Group

In 2005, revenues at the Broadcast Media Group decreased compared with 2004 primarily due to lower political advertising revenues. In 2004 revenues at the

F-9


Broadcast Media Group increased compared with 2003 primarily due to the high level of political advertising in 2004, due to the 2004 elections. Net political advertising revenues were $2.0 million in 2005, $15.3 million in 2004 and $4.7 million in 2003.

Costs and Expenses

Below is a chart of our consolidated costs and expenses.

Components of Consolidated Costs and Expenses

GRAPHIC

Consolidated Costs and Expenses as a Percentage of Revenues

GRAPHIC

Costs and expenses were as follows:


 
   
   
   
  % Change

(In millions)

  2005

  2004

  2003

  05-04

  04-03


Production costs:                          
  Raw materials   $ 321.1   $ 296.6   $ 274.1   8.3   8.2
  Wages and benefits     690.8     672.9     671.0   2.7   0.3
  Other     528.5     506.1     483.7   4.4   4.6

Total production costs     1,540.4     1,475.6     1,428.8   4.4   3.3
Selling, general and administrative expenses     1,474.3     1,318.1     1,258.9   11.8   4.7

Total   $ 3,014.7   $ 2,793.7   $ 2,687.7   7.9   3.9

Production Costs

Total production costs in 2005 were unfavorably affected by the acquisition of About.com and incremental stock-based compensation expense resulting from the adoption of FAS 123-R. Total production costs for 2005 increased compared with 2004, primarily due to the factors mentioned above as well as increased newsprint expense, increased outside printing expense and higher wages and benefits. Newsprint expense rose 6.7% in 2005 compared with 2004, due to an 8.0% increase from higher prices partially offset by a 1.3% decrease stemming from lower consumption.

Total production costs for 2004 increased compared with 2003, primarily due to an increase in outside printing expense, mainly because of strategic investments made at The Times and the IHT, and higher compensation and newsprint expense. Newsprint expense rose 7.4% in 2004 compared with 2003, due to a 7.7% increase from higher prices partially offset by a 0.3% decrease stemming from lower consumption. Additionally, production costs in 2004 benefited from lower benefits expense, including workers' compensation expense, which partially offset the increase in expenses.

Selling, General and Administrative Expenses

In 2005, total selling, general and administrative ("SGA") expenses increased because of staff reduction expenses, incremental stock-based compensation expense as a result of the adoption of FAS 123-R, and the inclusion of About.com. SGA expenses for 2005 also rose due to an increase in distribution and promotion expense.

SGA expenses for 2004 rose compared with 2003 primarily due to increases in promotion and distribution expenses mainly because of strategic investments made at The Times and the IHT and higher compensation expense. SGA expenses in 2003 included a $14.1 million benefit from the reimbursement of remediation expenses at one of our printing plants, which contributed to the expense growth in 2004.

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


 
   
   
   
  % Change

(In millions)

  2005

  2004

  2003

  05-04

  04-03


Costs and expenses:                          
  News Media Group   $ 2,816.1   $ 2,637.2   $ 2,539.9   6.8   3.8
  Broadcast Media Group     111.9     107.2     100.6   4.4   6.7
  About.com (from March 18, 2005)     32.3           N/A  
  Corporate     54.4     49.3     47.2   10.3   4.4

Total   $ 3,014.7   $ 2,793.7   $ 2,687.7   7.9   3.9

News Media Group

In 2005, costs and expenses for the News Media Group increased due to staff reduction expenses and the recognition of stock-based compensation expense. Costs and expenses for the News Media Group increased in 2005 compared with 2004 and in 2004 compared with 2003 primarily due to increased distribution, promotion and outside printing expenses, mainly because of circulation initiatives, and higher newsprint and compensation expense.

Broadcast Media Group

Costs and expenses for the Broadcast Media Group increased in 2005 compared with 2004 and in 2004 compared with 2003 primarily due to increased compensation expense. In 2005, compensation expense was also higher due to the recognition of stock-based compensation expense.

Corporate

Costs and expenses for Corporate increased in 2005 compared with 2004 and in 2004 compared with 2003 primarily due to increased compensation expense (including stock-based compensation expense).

Depreciation and Amortization

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


 
 
   
   
   
  % Change

 
(In millions)

  2005

  2004

  2003

  05-04

  04-03

 

 
Depreciation and Amortization:                            
  News Media Group   $ 119.3   $ 124.6   $ 127.7   (4.3 ) (2.4 )
  Broadcast Media Group     8.3     8.5     8.8   (1.9 ) (4.4 )
  About.com (from March 18, 2005)     9.2           N/A    
  Corporate(a)     7.0     9.4     9.2   (25.6 ) 2.7  

 
Total Depreciation and Amortization   $ 143.8   $ 142.5   $ 145.7   0.9   (2.2 )

 
(a)
Beginning in fiscal 2005, restricted stock is being recorded as stock-based compensation expense. For comparability, restricted stock in prior years (recorded at Corporate) which had been reported as amortization expense, has been reclassified to conform with the 2005 presentation. Restricted stock expense was $4.3 million in 2004 and $2.0 million in 2003.

Operating Profit

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


 
 
   
   
   
  % Change

 
(In millions)

  2005

  2004

  2003

  05-04

  04-03

 

 
Operating Profit (Loss):                            
  News Media Group   $ 373.6   $ 520.9   $ 558.2   (28.3 ) (6.7 )
  Broadcast Media Group     27.2     38.4     28.6   (29.3 ) 34.0  
  About.com (from March 18, 2005)     11.8           N/A    
  Corporate     (54.4 )   (49.3 )   (47.2 ) 10.3   4.4  
  Gain on sale of assets     122.9           N/A    

 
Total Operating Profit   $ 481.1   $ 510.0   $ 539.6   (5.7 ) (5.5 )

 

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

The reasons underlying the year-to-year changes in each segment's and Corporate's operating profit are discussed above under "Revenues" and "Costs and Expenses."

Non-operating Items

Net Income/(Loss) from Joint Ventures

We have investments in DTC, Metro Boston, two paper mills (Malbaie and Madison) and NESV, which are accounted for under the equity method. Our proportionate share of these investments is recorded in "Net income/(loss) from joint ventures" in our Consolidated Statements of Income. See Note 5 of the Notes to the Consolidated Financial Statements for additional information regarding these investments.

F-11


We recorded income from joint ventures of $10.1 million and $0.2 million in 2005 and 2004, respectively, and recorded a loss from joint ventures of $8.2 million in 2003.

The increase in 2005 compared with 2004 was primarily due to improved performance at DTC and NESV.

The income from joint ventures in 2004 compared with a loss in 2003 was principally due to higher sales volume and paper selling prices at the paper mills as well as improved performance at DTC.

Interest Expense, Net

Interest expense, net, was as follows:


 
(In millions)

  2005

  2004

  2003

 

 
Interest expense   $ 60.0   $ 51.4   $ 51.2  
Loss from extinguishment of debt     4.8          
Interest income     (4.4 )   (2.4 )   (1.9 )
Capitalized interest     (11.2 )   (7.2 )   (4.5 )

 
Interest expense, net   $ 49.2   $ 41.8   $ 44.8  

 

In 2005, "Interest expense, net" increased primarily due to the expenses associated with the redemption of our 8.25% debentures in March 2005, higher levels of debt outstanding and higher short-term interest rates. This increase was partially offset by higher levels of capitalized interest related to our new headquarters. In 2004, "Interest expense, net" decreased primarily due to higher levels of capitalized interest related to our new headquarters.

Other Income

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


(In millions)

  2005

  2004

  2003


Non-compete agreement   $ 4.2   $ 5.0   $ 5.0
Advertising credit         3.2     8.3

Other income   $ 4.2   $ 8.2   $ 13.3

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

Cumulative Effect of a Change in Accounting Principle

In March 2005, the FASB issued FASB Interpretation No. ("FIN") 47, Accounting for Conditional Asset Retirement Obligations—an Interpretation of FASB Statement No. 143 ("FIN 47"). FIN 47 requires an entity to recognize a liability for the fair value of a conditional asset retirement obligation if the fair value can be reasonably estimated. FIN 47 was effective no later than the end of fiscal years ending after December 15, 2005. We adopted FIN 47 effective December 2005 and accordingly recorded an after-tax charge of $5.9 million or $.04 per diluted share ($10.5 million pre-tax) as a cumulative effect of a change in accounting principle in our Consolidated Statement of Income.

See Note 6 of the Notes to the Consolidated Financial Statements for additional information regarding the cumulative effect of this accounting change.

LIQUIDITY AND CAPITAL RESOURCES                   

Overview

Information about our financial position as of December 2005 and December 2004 is presented in the following table:


 
 
   
   
  % Change

 
Financial Position Summary
(In millions)

   
   
 
  2005

  2004

  05-04

 

 
Cash and cash equivalents   $ 44.9   $ 42.4   6.0  
Short-term debt(a)     498.1     587.4   (15.2 )
Long-term debt(a)     898.3     471.5   90.5  
Stockholders' Equity     1,516.2     1,400.5   8.3  
Ratios:                  
Total debt to total capitalization     48 %   43 % 11.6  
Current ratio     .62     .55   12.7  

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

In 2006 we expect our cash balance, cash provided from operations, and available third-party financing, described below, to be sufficient to meet our normal operating commitments and debt service requirements, to fund planned capital expenditures, to repurchase shares of our Class A Common Stock, to make contributions to our pension plans and to pay dividends to our stockholders.

We repurchase Class A Common Stock under our stock repurchase program from time to time either in the open market or through private transactions.

F-12



These repurchases may be suspended from time to time or discontinued. In 2005 and 2004, we repurchased 1.7 million and 6.8 million shares of Class A Common Stock, at a cost of approximately $57 million and $293 million, respectively.

For the June 2005 dividend on our Class A and Class B Common Stock, the Board of Directors authorized a $.01 per share increase, to $.165 per share from $.155 per share. Subsequent quarterly dividend payments in September and December 2005 were also made at this rate. We paid dividends of approximately $95 million and $90 million in 2005 and 2004, respectively.

In December 2005 and 2004 we made tax-deductible contributions of $47.3 million and $57.4 million, respectively, to our qualified pension plans.

New Headquarters Building

We are in the process of constructing our new headquarters building in New York City (the "Building"), which we expect to occupy in 2007. In December 2001, one of our wholly owned subsidiaries ("NYT"), and FC Lion LLC (a partnership between an affiliate of the Forest City Ratner Companies and an affiliate of ING Real Estate, "FC") became members of The New York Times Building LLC (the "Building Partnership"), a partnership established for the purpose of constructing the Building.

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

Capital Expenditures

(In millions)

  NYT

  FC

  Total


2001-2005   $241   $184   $425

2006   $240-$270   $130-$150   $370-$420

2007   $120-$128   $86-$95   $206-$223

Total   $601-$639   $400-$429   $1,001-$1,068

Less: net of sale proceeds(a)   $106     $106

Total, net of sale proceeds   $495-$533(b)   $400-$429   $895-$962

(a)
Represents cash proceeds from the sale of our existing headquarters (see "2005 Events" in this discussion), net of income taxes and transaction costs. This amount is not net of our future rental payments associated with the leaseback.

(b)
Includes estimated capitalized interest and salaries of $45 to $55 million.

See Note 17 of the Notes to the Consolidated Financial Statements for additional information on our new headquarters building.

Capital Resources

Sources and Uses of Cash

Cash flows by category were as follows:


 
 
   
   
   
  % Change

 
(In millions)

  2005

  2004

  2003

  05-04

  04-03

 

 
Operating activities   $ 294.3   $ 444.0   $ 466.3   (33.7 ) (4.8 )
Investing activities   $ (495.5 ) $ (192.1 ) $ (245.9 ) *   (21.9 )
Financing activities   $ 204.4   $ (249.2 ) $ (218.7 ) *   14.0  

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

Our current priorities for use of cash are:

Investment in capital projects intended to improve operations. In particular, investments in technology to increase revenues, reduce costs, improve efficiencies or help us better serve our customers,

Construction of the Building,

Strategic investments,

Stock repurchases and

Dividend payments to shareholders.

Operating Activities

The primary source of our liquidity is cash flows from operating activities. The key component of operating cash flow is cash receipts from advertising customers. Advertising has provided 66% to 68% of total revenues over the past three years. Operating cash inflows also include cash receipts from circulation sales and other revenue transactions such as wholesale delivery operations and direct marketing. Operating cash outflows include payments to vendors for raw materials, services and supplies, payments to employees, and payments of interest and income taxes.

Net cash provided by operating activities decreased in 2005 compared with 2004 primarily due to lower cash earnings. In 2005, while revenues increased approximately 2% over 2004, this increase was more than offset by an 8% increase in costs and expenses.

Net cash provided by operating activities decreased in 2004 compared with 2003 primarily due to lower cash earnings, partially offset by an improvement in working capital requirements.

F-13



Investing Activities

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

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

Net cash used in investing activities decreased in 2004 compared with 2003 primarily due to the use of cash for the acquisition of the IHT in 2003.

Capital expenditures (on an accrual basis) were $229.5 million in 2005, $211.2 million in 2004 and $167.3 million in 2003. The 2005, 2004 and 2003 amounts include our costs related to the Building of approximately $87 million, $58 million and $52 million as well as our development partner's costs, of $54 million, $42 million and $52 million, respectively. See Note 17 of the Notes to the Consolidated Financial Statements for additional information regarding the Building.

Financing Activities

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

Net cash provided by financing activities in 2005 was primarily from the issuance of commercial paper and long-term debt ($658.6 million), partially offset by the repayment of long-term debt ($323.5 million), the payment of dividends ($94.5 million) and stock repurchases ($57.4 million). In 2004, net cash used in financing activities was primarily due to stock repurchases ($293.2 million) and the payment of dividends ($90.1 million). During 2005, we used cash for certain acquisitions and the construction of the Building and therefore had fewer share repurchases compared with 2004.

Net cash used in financing activities increased in 2004 compared with 2003 primarily due to higher stock repurchases partially offset by higher commercial paper borrowings. Our stock repurchases totaled $293.2 million in 2004 compared with $208.5 million in 2003. We had net commercial paper borrowings of $107.4 million in 2004 compared with $49.9 million in 2003.

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

Third-Party Financing

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

A commercial paper facility,

Revolving credit agreements, and

Medium-term notes.

Our total debt, including commercial paper and capital lease obligations, was $1.4 billion as of December 2005 and $1.1 billion as of December 2004. Total unused borrowing capacity under all financing arrangements amounted to $366.9 million as of December 2005. See Note 7 of the Notes to the Consolidated Financial Statements for additional information related to our debt.

During 2005, Moody's and Standard and Poor's lowered their ratings on our long-term debt to A2 and A, respectively, and confirmed their ratings of P1 and A1, respectively, on our short-term debt. We do not have any liabilities subject to accelerated payment upon a ratings downgrade and do not expect the downgrade of our long-term debt ratings to have any material impact on our ability to borrow. However, as a result of these downgrades, we may incur higher borrowing costs with respect to any future long-term issuances. We do not currently expect these costs to be significant.

Our 10-year notes, aggregating $250.0 million and bearing interest at an annual rate of 7.625%, matured on March 15, 2005. Our repayment of these notes resulted in a decrease in "Current portion of long-term debt and capital lease obligations" in our Consolidated Balance Sheet as of December 2005.

On March 15, 2005, we also redeemed all of our $71.9 million outstanding 8.25% debentures, callable on March 15, 2005, and maturing on March 15, 2025, at a redemption price of 103.76% of the principal amount. The redemption premium and

F-14



unamortized issuance costs resulted in a loss from the extinguishment of debt of $4.8 million and is included in "Interest expense, net" in our Consolidated Statement of Income.

On March 17, 2005, we issued 5-year notes of $250.0 million maturing March 15, 2010, bearing interest at an annual rate of 4.5%, and 10-year notes of $250.0 million maturing March 15, 2015, bearing interest at an annual rate of 5.0%. Interest is payable semi-annually on March 15 and September 15 on both series of notes.

Commercial Paper

Our liquidity requirements may be funded through the issuance of commercial paper. Our $600.0 million commercial paper program is supported by our revolving credit agreements (see below). Commercial paper issued by us is unsecured and can have maturities of up to 270 days.

We had $496.5 million in commercial paper outstanding as of December 2005, with a weighted average interest rate of 4.3% per annum and an average of 53 days to maturity from original issuance. We had $335.4 million in commercial paper outstanding as of December 2004, with a weighted average interest rate of 2.3% per annum and an average of 7 days to maturity from original issuance.

Revolving Credit Agreements

The primary purpose of our revolving credit agreements is to support our commercial paper program. In addition, these revolving credit agreements provide a facility for the issuance of letters of credit. Of the total $670.0 million available under the two revolving credit agreements, we have issued letters of credit of $31.6 million. The remaining balance of $638.4 million supports our commercial paper program discussed above. There were no borrowings outstanding under the revolving credit agreements as of December 2005.

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

The revolving credit agreements contain a covenant that requires specified levels of stockholders' equity. The amount of stockholders' equity in excess of the required levels was $427.6 million as of December 2005, compared with $376.8 million as of December 2004.

Medium-Term Notes

Our liquidity requirements may also be funded through the public offer and sale of notes under our $300.0 million medium-term note program. As of December 2005, we had issued $75.0 million of medium-term notes under this program. The remaining $225.0 million of medium-term notes may be issued from time to time pursuant to our current effective shelf registration.

Contractual Obligations

Our significant contractual obligations as of December 2005 are set forth below. The information provided in the table below is based on management's best estimate and assumptions as of December 2005. Actual payments in future periods may vary from those reflected in the table.


 
  Payment due in

(In millions)

  Total

  2006

  2007–2008

  2009–2010

  Later Years


Long-term debt(a)   $ 825.5   $   $ 151.5   $ 349.0   $ 325.0
Capital leases(b)     126.8     7.4     14.8     18.6     86.0
Operating leases(b)     116.3     28.4     29.2     17.4     41.3
Benefit plans(c)     921.9     76.5     159.5     171.4     514.5

Total   $ 1,990.5   $ 112.3   $ 355.0   $ 556.4   $ 966.8

(a)
Excludes commercial paper of $496.5 million as of December 2005. This amount will be paid in 2006. See Note 7 of the Notes to the Consolidated Financial Statements for additional information related to our commercial paper program and long-term debt.

(b)
See Note 17 of the Notes to the Consolidated Financial Statements for additional information related to our capital and operating leases.

(c)
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 "Other Liabilities-Other" in our Consolidated Balance Sheets. Payments included in the table above have been estimated over a ten-year period; therefore the amounts included in the "Later Years" column include payments for the period of 2011-2015. While benefit payments under these plans are expected to continue beyond 2015, we believe that an estimate beyond this period is unreasonable. See Notes 10, 11 and 12 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 discussed above, "Other Liabilities-Other" in our Consolidated Balance Sheets include liabilities related to i) deferred compensation, primarily consisting of our deferred executive compensation plan (the "DEC plan"), ii) tax contingencies and iii) various other liabilities. These liabilities are not included in the table above primarily because the future payments are not determinable. The DEC plan enables certain eligible executives to elect to defer a

F-15


portion of their compensation on a pre-tax basis. While the deferrals are initially for a period of a minimum of two years (after which time taxable distributions must begin), the executive has the option to extend the deferral period. Therefore, the future payments under the DEC plan are not determinable. Our tax contingency liability is related to various current and potential tax audit issues. This liability is determined based on our estimate of whether additional taxes will be due in the future. Any additional taxes due will be determined only upon the completion of current and future tax audits, and the timing of such payments, which are not expected within one year, cannot be determined. See Note 12 of the Notes to the Consolidated Financial Statements for additional information on "Other Liabilities-Other."

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

Off-Balance Sheet Arrangements

We have outstanding guarantees on behalf of a third party that provides circulation customer service, telemarketing and home-delivery services for The Times and the Globe and on behalf of third parties that provide printing and distribution services for The Times's National Edition. As of December 2005, the aggregate potential liability under these guarantees was approximately $30 million. See Note 17 of the Notes to the Consolidated Financial Statements for additional information regarding our guarantees as well as our commitments and contingent liabilities.

CRITICAL ACCOUNTING POLICIES                         

Our Consolidated Financial Statements are prepared in accordance with GAAP. The preparation of these financial statements requires management to make 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 certain other intangible assets are tested for impairment in accordance with FAS No. 142, Goodwill and Other Intangible Assets, 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.

Long-lived assets, including intangible assets, were $3.3 billion, or approximately 73% of "Total Assets," and $2.8 billion, or approximately 72% of "Total Assets," in our Consolidated Balance Sheets as of December 2005 and December 2004, respectively. 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 other intangible assets on an annual basis or if certain circumstances indicate that a possible impairment may exist. All other long-lived assets are tested for impairment if certain circumstances indicate that a possible impairment exists. An impairment in value exists when the carrying amount of a long-lived asset is not recoverable (undiscounted cash flows are less than the asset's carrying value) and exceeds its fair value. If it is determined that an impairment in value has occurred, the carrying value of the long-lived asset is reduced to its fair value. The estimates of future cash flows, based on reasonable and supportable assumptions and projections, require management's subjective judgment. Depending on the assumptions and estimates used, the estimated future cash flows projected in the evaluations of long-lived assets can vary within a range of outcomes. Any changes in key assumptions about our News Media Group, Broadcast Media Group and About.com businesses and their prospects, or changes in market conditions, could result in an impairment charge, and such a charge could have a material effect on our Consolidated Financial Statements.

F-16


Retirement Benefits

Our pension plans and postretirement benefit plans are accounted for using actuarial valuations required by FAS No. 87, Employers' Accounting for Pensions, and FAS No. 106, Employers' Accounting for Postretirement Benefits Other Than Pensions.

Our pension and postretirement benefit liabilities were approximately $490 million, or 17% of total liabilities, and $415 million, or 17% of total liabilities, as of December 2005 and December 2004, respectively. We consider accounting for retirement plans critical to all of our operating segments because management is required to make significant subjective judgments about a number of actuarial assumptions, which include discount rates, health-care cost trend rates, salary growth, long-term return on plan assets and mortality rates.

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

Our key retirement benefit assumptions are discussed in further detail under "Pension and Postretirement Benefits" on pages F-18 through F-20.

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 14 of the Notes to the Consolidated Financial Statements for additional information regarding stock-based compensation expense.

Income Taxes

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

Income tax expense was approximately $180 million or 40.4% of "Income from continuing operations before income taxes and minority interest" in our Consolidated Statements of Income in 2005, $183 million or 38.5% in 2004 and $198 million or 39.6% in 2003. Net deferred tax assets were approximately $430 million and $374 million and gross deferred tax liabilities were approximately $442 million and $450 million as of December 2005 and December 2004, respectively (see Note 9 of the Notes to the Consolidated Financial Statements). 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.

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

Self-Insurance

We self-insure for workers' compensation costs, certain employee medical and disability benefits, and automobile and general liability claims. The recorded liabilities for self-insured risks are primarily calculated using actuarial methods. The liabilities include

F-17


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 $68 million as of December 2005 and $75 million as of December 2004.

Accounts Receivable Allowances

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

Accounts receivable allowances were approximately $44 million, or 9% of gross accounts receivable, as of December 2005 and $44 million, or 10% of gross accounts receivable, as of December 2004. Accounts receivable, net of allowances, were approximately $435 million, or 66% of "Total current assets," and $389 million, or 63% of "Total current assets," in our Consolidated Balance Sheets as of December 2005 and December 2004, respectively.

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

PENSION AND POSTRETIREMENT BENEFITS      

Pension Benefits

We sponsor several pension plans, and make contributions to several others in connection with collective bargaining agreements, including a joint company-union plan and a number of joint industry-union 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 employees with retirement benefits in accordance with benefit provision formulas, which are based on years of service and final average or career pay and, where applicable, employee contributions. Our non-qualified plans provide retirement benefits only to certain highly compensated employees.

We also have a foreign-based pension plan for 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.

In December 2005 and December 2004, we made tax-deductible contributions of approximately $47 million and $57 million, respectively, to our qualified pension plans. Although we do not have any minimum funding requirements in 2006 (under the Employee Retirement Income Security Act of 1974, as amended and Internal Revenue Code requirements), we may elect to make a contribution. If we choose to make a contribution in 2006, the amount of the contribution would be based on the results of the January 1, 2006 valuation, market performance and interest rates in 2006 as well as other factors. Assuming that we achieve an 8.75% return on pension assets, that interest rates are stable and that there are no changes to our benefits structure in 2006, we estimate making contributions in the fourth quarter of 2006 in the same range as the contributions made in 2005 and 2004.

The value of our qualified pension plan assets has increased to approximately $1.1 billion as of December 2005, from approximately $1.0 billion as of December 2004, due to market gains on our plan assets in 2005 and our contributions to the plans.

Our pension expense for our qualified pension plans was approximately $40 million in 2005 and 2004 and $29 million in 2003. Our pension expense for our non-qualified pension plans was approximately $19 million in 2005, $18 million in 2004 and $17 million in 2003. See Note 10 of the Notes to the Consolidated Financial Statements for additional information regarding our pension plans.

F-18



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

Long-Term Rate of Return on Assets

In determining the expected long-term rate of return on assets, we evaluated input from our investment consultants, actuaries and investment management firms, including their review of asset class return expectations, as well as long-term historical asset class returns. Projected returns by such consultants and economists are based on broad equity and bond indices. Additionally, we considered our historical 10-year and 15-year compounded returns, which have been in excess of our forward-looking return expectations.

The expected long-term rate of return determined on this basis was 8.75% in 2005. 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 75% with equity managers, with an expected long-term rate of return on assets of 10%, and 25% 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 2005 was in line with our expectations. We regularly review our actual asset allocation and periodically rebalance our investments to our targeted allocation when considered appropriate.

We believe that 8.75% is a reasonable long-term rate of return on assets. Our plan assets had a rate of return of approximately 8% for 2005.

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

If we had decreased our expected long-term rate of return on our plan assets by 0.5% in 2005, 2004 and 2003, pension expense would have increased by approximately $5 million in 2005 and $4 million in 2004 and 2003 for our qualified pension plans. Our funding requirements would not have been affected in 2005, 2004 and 2003.

Discount Rate

Beginning in 2005, the discount rate used for determining future pension obligations was changed to a methodology that equates the plans' projected benefit obligations to a present value calculated using the Citigroup Pension Discount Curve. We changed our approach to better reflect the specific cash flows of these plans in determining the discount rate. Previously, the discount rates were based on an index of Aa-rated corporate bonds.

The methodology described above includes producing a cash flow of annual accrued benefits as defined under the Projected Unit Cost Method as provided by FAS 87. For active participants, service is projected to the end of 2005 and benefit earnings are projected to the date of termination. The projected plan cash flow is discounted to the measurement date using the Annual Spot Rates provided in the Citigroup Pension Discount Curve. A single discount rate is then computed so that the present value of the benefit cash flow (on a projected benefit obligation basis as described above) equals the present value computed using the Citigroup annual rates. The discount rate determined on this basis decreased to 5.50% as of December 2005 from 5.75% as of December 2004.

If we had decreased the expected discount rate by 0.5% in 2005, 2004 and 2003, pension expense would have increased by approximately $11 million, $10 million and $7 million, respectively, for our qualified pension plans and $1 million each year for our non-qualified pension plans. Our funding requirements would not have been affected in 2005, 2004 and 2003.

We will continue to evaluate all of our actuarial assumptions, generally on an annual basis, including the expected long-term rate of return on assets and discount rate, and will adjust as necessary. Actual pension expense will depend on future investment

F-19



performance, changes in future discount rates, the level of contributions we will make and various other factors related to the populations participating in the pension plans.

Unrecognized Actuarial Loss

Our unrecognized actuarial loss is approximately $308 million and $241 million for our qualified pension plans and approximately $88 million and $70 million for our non-qualified pension plans as of December 2005 and December 2004, respectively. The unrecognized actuarial losses are primarily related to the cumulative effect of net decreases in the discount rate for both the qualified and non-qualified pension plans as well as the cumulative differences between the expected return calculated using the market-related value of assets and the return based on the market-related value of assets for the qualified pension plans. In addition, we changed our mortality assumption in 2005 to the 1994 Group Annuity Mortality Table, which had the effect of increasing the unrecognized actuarial loss. If discount rates continue to decline and our actual return on assets is lower than our expected return on assets, the unrecognized actuarial loss will increase, resulting in higher pension expense in the future. However, if discount rates begin to rise and our actual return on assets is higher than our expected return on assets, the unrecognized actuarial loss will decrease, resulting in lower pension expense in the future.

Postretirement Benefits

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

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

Our postretirement expense for our sponsored plan was approximately $17 million, $14 million and $27 million in 2005, 2004 and 2003, respectively. The annual postretirement expense was calculated using a number of actuarial assumptions, including a health-care cost trend rate and a discount rate. The health-care cost trend rate range used to calculate the 2005 postretirement expense decreased to 5% to 11.5% from 5% to 12.5% in 2004. A 1% increase/decrease in the health-care cost trend rates range would result in an increase/decrease of approximately $3 million in our 2005 and 2004 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 $36 million and $31 million or a decrease of approximately $29 million and $25 million, respectively, in our accumulated benefit obligations and the actuarial present value of benefits, as of December 2005 and December 2004, respectively. Our discount rate assumption for postretirement benefits is consistent with that used in the calculation of pension benefits. See the Pension Benefits section on pages F-18 through F-20 for a discussion about our discount rate assumption.

In February 2006 we announced amendments, such as the elimination of retiree-medical benefits to new employees, to our postretirement benefit plan effective January 1, 2007. The amendments will reduce our future obligations and expense under this plan.

See Note 11 of the Notes to the Consolidated Financial Statements for additional information regarding our postretirement plan.

MARKET RISK                                                                 

Our market risk is principally associated with the following:

Interest rate fluctuations related to our debt obligations, which are managed by balancing the mix of variable- versus fixed-rate borrowings. Based on the variable-rate debt included in our debt portfolio, a 75 basis point increase in interest rates would have resulted in additional interest expense of $3.7 million (pre-tax) in 2005 and $3.2 million (pre-tax) in 2004.

Newsprint is a commodity subject to supply and demand market conditions. We have equity investments in two paper mills, which provide a partial hedge against price volatility. The cost of raw materials, of which newsprint expense is a major component, represented 11% of our total costs and expenses in 2005 and 2004. Based on the number of newsprint tons consumed in 2005

F-20


    and 2004, a $10 per ton increase in newsprint prices would have resulted in additional newsprint expense of approximately $5 million (pre-tax) in 2005 and 2004.

A significant portion of our work force is unionized. Therefore, 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 5, 7, 8 and 17 of the Notes to the Consolidated Financial Statements.

F-21


CONSOLIDATED STATEMENTS OF INCOME


 
  Years Ended

 
(In thousands, except per share data)

  2005

  2004

  2003

 

 
REVENUES                    
Advertising   $ 2,278,239   $ 2,194,644   $ 2,120,814  
Circulation     873,975     883,995     885,767  
Other     220,561     225,003     220,619  

 
Total     3,372,775     3,303,642     3,227,200  

 
COSTS AND EXPENSES                    
Production costs                    
  Raw materials     321,084     296,594     274,147  
  Wages and benefits     690,754     672,901     671,040  
  Other     528,546     506,053     483,608  

 
Total     1,540,384     1,475,548     1,428,795  
Selling, general and administrative expenses     1,474,283     1,318,141     1,258,855  

 
Total     3,014,667     2,793,689     2,687,650  

 
GAIN ON SALE OF ASSETS     122,946          

 
OPERATING PROFIT     481,054     509,953     539,550  
Net income/(loss) from joint ventures     10,051     240     (8,223 )
Interest expense, net     49,168     41,760     44,757  
Other income     4,167     8,212     13,277  

 
Income from continuing operations before income taxes and minority interest     446,104     476,645     499,847  
Income taxes     180,242     183,499     197,762  
Minority interest in net (income)/loss of subsidiaries     (257 )   (589 )   570  

 
Income from continuing operations     265,605     292,557     302,655  
Cumulative effect of a change in accounting principle, net of income taxes     (5,852 )        

 
NET INCOME   $ 259,753   $ 292,557   $ 302,655  

 

Average number of common shares outstanding

 

 

 

 

 

 

 

 

 

 
  Basic     145,440     147,567     150,285  
  Diluted     145,877     149,357     152,840  

 
Basic earnings per share:                    
  Income from continuing operations   $ 1.83   $ 1.98   $ 2.01  
  Cumulative effect of a change in accounting principle, net of income taxes     (0.04 )        

 
  Net Income   $ 1.79   $ 1.98   $ 2.01  

 
Diluted earnings per share:                    
  Income from continuing operations   $ 1.82   $ 1.96   $ 1.98  
  Cumulative effect of a change in accounting principle, net of income taxes     (0.04 )        

 
  Net Income   $ 1.78   $ 1.96   $ 1.98  

 
Dividends per share   $ .65   $ .61   $ .57  

 

See Notes to the Consolidated Financial Statements

F-22


CONSOLIDATED BALANCE SHEETS


(In thousands, except share data)

  December
2005

  December
2004

 

 
ASSETS              

 
Current Assets              
Cash and cash equivalents   $ 44,927   $ 42,389  
Accounts receivable (net of allowances: 2005 – $44,347; 2004 – $43,576)     435,273     389,300  
Inventories     32,100     32,654  
Deferred income taxes     68,118     56,639  
Other current assets     77,328     92,911  

 
Total current assets     657,746     613,893  

 
Investments in Joint Ventures     238,369     218,909  

 
Property, Plant and Equipment              
Land     66,475     73,256  
Buildings, building equipment and improvements     735,561     830,643  
Equipment     1,529,785     1,490,522  
Construction and equipment installations in progress     504,769     352,696  

 
Total – at cost     2,836,590     2,747,117  
Less: accumulated depreciation and amortization     (1,368,187 )   (1,379,733 )

 
Property, plant and equipment – net     1,468,403     1,367,384  

 
Intangible Assets Acquired              
Goodwill     1,439,881     1,103,862  
Other intangible assets acquired (less accumulated amortization of $168,319 in 2005 and $143,683 in 2004)     411,106     360,727  

 
Total     1,850,987     1,464,589  

 
Miscellaneous Assets     317,532     285,082  

 
Total Assets   $ 4,533,037   $ 3,949,857  

 
LIABILITIES AND STOCKHOLDERS' EQUITY              

 
Current Liabilities              
Commercial paper outstanding   $ 496,450   $ 335,350  
Accounts payable     201,119     190,134  
Accrued payroll and other related liabilities     100,390     117,121  
Accrued expenses     185,063     147,548  
Unexpired subscriptions     81,870     77,573  
Current portion of long-term debt and capital lease obligations     1,630     252,023  

 
Total current liabilities     1,066,522     1,119,749  

 
Other Liabilities              
Long-term debt     821,962     393,601  
Capital lease obligations     76,338     77,873  
Deferred income taxes     79,806     132,108  
Other     783,185     691,364  

 
Total other liabilities     1,761,291     1,294,946  

 
Minority Interest     188,976     134,620  

 
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: 2005 – 150,939,371; 2004 – 150,084,658 (including treasury shares: 2005 – 6,558,299; 2004 – 4,819,661)     15,094     15,009  
  Class B – convertible – authorized 834,242 shares; issued: 2005 – 834,242 and 2004 – 840,316 (including treasury shares: 2005 – none and 2004 – none)     83     84  
Additional paid-in capital     55,148      
Retained earnings     1,825,763     1,684,854  
Common stock held in treasury, at cost     (261,964 )   (204,407 )
Deferred compensation         (24,309 )
Accumulated other comprehensive income/(loss), net of income taxes:              
  Foreign currency translation adjustments     11,498     19,416  
  Unrealized derivative gain/(loss) on cash-flow hedges     1,262     (124 )
  Minimum pension liability     (130,357 )   (89,782 )
  Unrealized loss on marketable securities     (279 )   (199 )

 
Total accumulated other comprehensive loss, net of income taxes     (117,876 )   (70,689 )

 
Total stockholders' equity     1,516,248     1,400,542  

 
Total Liabilities and Stockholders' Equity   $ 4,533,037   $ 3,949,857  

 

See Notes to the Consolidated Financial Statements

F-23


CONSOLIDATED STATEMENTS OF CASH FLOWS


 
  Years Ended

 
(In thousands)

  2005

  2004

  2003

 

 
CASH FLOWS FROM OPERATING ACTIVITIES                    
Net income   $ 259,753   $ 292,557   $ 302,655  
Adjustments to reconcile net income to net cash provided by operating activities:                    
  Depreciation     113,480     118,893     122,130  
  Amortization     30,289     23,635     23,600  
  Stock-based compensation     34,563     4,261     2,015  
  Cumulative effect of a change in accounting principle     5,852          
  (Undistributed earnings)/excess distributed earnings of affiliates     (919 )   14,750     17,522  
  Minority interest in net income/(loss) of subsidiaries     257     589     (570 )
  Deferred income taxes     (29,635 )   3,547     53,536  
  Long-term retirement benefit obligations     2,458     (8,981 )   (61,171 )
  Gain on sale of assets     (122,946 )        
  Excess tax benefits from stock-based awards     (5,991 )        
  Other – net     2,572     (17,153 )   4,086  
  Changes in operating assets and liabilities, net of acquisitions/dispositions:                    
    Accounts receivable – net     (41,265 )   (3,036 )   (4,252 )
    Inventories     554     (3,702 )   (5,652 )
    Other current assets     29,993     (2,050 )   (11,141 )
    Accounts payable     (1,021 )   114     (13,722 )
    Accrued payroll and accrued expenses     22,052     7,576     25,180  
    Accrued income taxes     (9,934 )   11,746     14,986  
    Unexpired subscriptions     4,199     1,292     (2,917 )

 
Net cash provided by operating activities     294,311     444,038     466,285  

 
CASH FLOWS FROM INVESTING ACTIVITIES                    
Acquisitions     (437,516 )       (65,059 )
Capital expenditures – net     (221,344 )   (188,451 )   (172,460 )
Investments     (19,220 )        
Proceeds on sale of assets     183,173          
Other investing payments     (604 )   (3,697 )   (8,411 )

 
Net cash used in investing activities     (495,511 )   (192,148 )   (245,930 )

 
CASH FLOWS FROM FINANCING ACTIVITIES                    
Commercial paper borrowings – net     161,100     107,370     49,860  
Long-term obligations:                    
  Increase     497,543          
  Reduction     (323,490 )   (1,824 )   (54,578 )
Capital shares:                    
  Issuance     14,348     41,090     33,180  
  Repurchases     (57,363 )   (293,222 )   (208,501 )
Dividends paid to stockholders     (94,535 )   (90,127 )   (85,515 )
Excess tax benefits from stock-based awards     5,991          
Other financing proceeds/(payments) – net     811     (12,525 )   46,880  

 
Net cash provided by/(used in) financing activities     204,405     (249,238 )   (218,674 )

 
Net increase in cash and cash equivalents     3,205     2,652     1,681  
Effect of exchange rate changes on cash and cash equivalents     (667 )   290     804  
Cash and cash equivalents at the beginning of the year     42,389     39,447     36,962  

 
Cash and cash equivalents at the end of the year   $ 44,927   $ 42,389   $ 39,447  

 

F-24


SUPPLEMENTAL DISCLOSURES TO
CONSOLIDATED STATEMENTS OF CASH FLOWS


CASH FLOW INFORMATION

 
  Years Ended

(In thousands)

  2005

  2004

  2003



SUPPLEMENTAL DATA

 

 

 

 

 

 

 

 

 

Cash payments

 

 

 

 

 

 

 

 

 
•  Interest   $ 46,149   $ 47,900   $ 50,158
•  Income taxes, net of refunds   $ 231,521   $ 166,497   $ 133,936

Acquisitions

In November 2005, the Company acquired 100% of the outstanding equity interest in KAUT-TV, a UPN station in Oklahoma City, for approximately $23 million (see Note 3).

In March 2005, the Company acquired 100% of the outstanding common stock of About, Inc., a leading online consumer information provider, for approximately $410 million (see Note 3).

In February 2005, the Company acquired the North Bay Business Journal, a weekly publication targeting business leaders in California's Sonoma, Napa and Marin counties, for approximately $3 million (see Note 3).

In January 2003 the Company purchased the remaining 50% interest in the International Herald Tribune that it did not previously own for approximately $65 million (see Note 3).

Investments

In March 2005, the Com