*
We are increasing our operational efficiency and reducing both
fixed and variable costs; and
Over the past year, we have been adapting and transforming
The New York Times Company to improve its financial performance
and position it for success well into the future. Our strategy is centered
upon five critical areas that address the changes in our markets:
*
We are enhancing the positions of our strong brands through
the introduction of innovative new products and services
across media platforms;
And we are proud to say that we are successfully executing on all
of these fronts.
*
We are aggressively pursuing leadership positions in key
content verticals, both in print and online;
*
We are continuing to rebalance our portfolio of properties
and to exercise financial discipline as we allocate capital for the
benefit of our shareholders.
*
We are building a vibrant, long-term innovation capability
that helps us anticipate consumer preferences and create ways
of satisfying them;
The New York
T
imes Company
Strategy
THE NEW YORK TIMES COMPANY P. 1
COST SAVINGS
As a result
of steps we have
taken over the
past two years,
we have reduced
costs and realized
productivity
gains of
$120 million. This
work continues.
1.
Consolidating our
printing plants
2.
Continuing our
process engi-
neering initiatives
3.
Reconfiguring
our workforce
4.
Decreasing our
newsprint
consumption
improving
opera-
tional
efficiency
and
reducing
costs has
been a
priority
for us.
We are proud of what we have
accomplished, but we also recog-
nize much more needs to be done to
improve our financial performance.
As we are well aware, our chal-
lenges are considerable as reflected
in last years results. For 2006, we
reported a net loss of $543 million
or $3.76 per share (on a diluted
basis) as a result of a non-cash
charge of $814 million ($736 million
or $5.09 per share) for the write-
down of assets at our New England
Media Group (NEMG). In 2005,
diluted earnings per share (EPS)
were $1.74, which included a gain
on the sale of real estate of $0.46 per
share. Excluding the effects of the
NEMG charge and the real estate
gains, our EPS were $1.33 for 2006
compared with $1.28 for 2005.
As a result of the significant
decline in current and projected
operating results and cash flows
of the NEMG due to, among
other factors, advertiser consoli-
dation and increased competition
with online media, the accounting
rules required the Company to
write down intangible assets of the
Group. Despite this charge, we
continue to view these properties
as important assets, and we
remain acutely focused on
improving their performance
and value.
Our optimism is rooted in the
fact that our Company is enhancing
its competitive position by making
more changes than at any time in
its 156-year history. Over the past
year, we have introduced many
new products, re-engineered our
operations and management
processes, and both acquired and
sold businesses and investments
based on their strategic fit.
Our journalistic colleagues
continue to demonstrate their
unwavering commitment to
reporting, editing and photo-
graphy of the highest quality. Over
the past year these efforts were rec-
ognized with numerous awards,
including three Pulitzer Prizes, a
Polk and an Alfred I. duPont-
Columbia University Award.
ADHERING TO OUR STRATEGY
Media leadership in the first
decade of our new century has
required that we embrace a disci-
plined and expansive planning
process, and we are doing exactly
that with a five-part strategy:
Enhancing the positions of our
strong brands through the intro-
duction of innovative new
products and services across
media platforms;
Aggressively pursuing leader-
ship positions in key content
verticals, both in print and online;
Building a vibrant long-term
innovation capability that helps
us anticipate consumer prefer-
ences and create ways of
satisfying them;
Increasing our operational effi-
ciency and reducing both fixed
and variable costs; and
Continuing to rebalance our
portfolio of properties and to
exercise financial discipline as
we allocate capital for the bene-
fit of our shareholders.
ENHANCING OUR STRONG
BRANDS
The Companys powerful and
trusted print brands remain a
strategic cornerstone. Traditional
print newspaper audiences, on a
daily basis, are still significantly
larger than their Web counter-
parts, and print commands high
levels of reader engagement.
Consequently, we have pro-
duced a range of exciting new
magazines, including:
PLAY, The New York Times
Sports Magazine;
KEY, The Times’s new luxury
real estate publication; and
Design New England, the
Globe’s magazine devoted to
home and garden.
Other new product introductions
include new zoned and special
sections across the Company; new
ad placements, including section
fronts at nearly all of our newspa-
pers; and new weekly newspapers
at our Regional Media Group.
The New York Times Company, like
many other companies in our industry, is in the midst of an extra-
ordinary transformation unlike any we have seen in our lifetimes.
Well-respected, long-standing organizations successfully endure by
closely adhering to what has always made them great while making
the changes necessary to compete in a rapidly evolving world. Our
colleagues understand what it takes to succeed in this era, and are working
hard to create exceptional journalism while mastering new technologies.
arthur
sulzberger, jr.
Chairman
janet l.
robinson
President and CEO
TO OUR FELLOW SHAREHOLDERS:
The New York
Times received
three Pulitzer
Prizes in 2006:
James Risen and
Eric Lichtblau
for national reporting
for their coverage
of the U.S.
government’s
secret eavesdrop-
ping program.
Joseph Kahn and
Jim Yardley for inter-
national reporting for
their examination of
China’s legal system.
Nicholas Kristof for
commentary bring-
ing the genocide in
Darfur to the
world’s attention.
In addition, Times
journalist Lydia
Polgreen won a
George Polk Award
for her coverage
of Darfur.
4
6
8
Just as we have a leadership posi-
tion in print so too do we online.
The New York Times Company had
the ninth largest presence on the
Web, with 44.2 million unique visi-
tors in the United States alone in
December 2006. We expect this
audience to grow as we extend our
digital offerings. We are aggres-
sively developing new online
products and building out our
online verticals. Our approach is to
attract more users, deepen their
engagement through relevant con-
tent and increasingly monetize the
traffic from those users:
We redesigned NYTimes.com,
the No.1 newspaper Web site. We
streamlined navigation, added
more video and introduced new
features such as “Most Blogged,”
“Most Searched” and My Times,
which enables users to capture
their favorite feeds from around
the Web in one place.
We acquired Baseline
StudioSystems, the primary
business-to-business supplier
of proprietary entertainment
information to the film and tele-
vision industries. It also has a
growing syndication/licensing
business that provides non-
professional entertainment
information to leading con-
sumer-oriented Web sites.
Baseline is expected to provide
NYTimes.com’s popular enter-
tainment vertical with enhanced
content offerings and improved
advertising opportunities.
Boston.com launched a local
search product, which includes
content that is focused on areas
of Greater Boston. This product
is repositioning the site from
a news and sports destination to
a comprehensive resource for all
things Boston. Similar search
applications are planned for
NYTimes.com and our Regional
Media Group Web sites this year.
We recently entered into a
strategic alliance with Monster
Worldwide, a leading online
recruitment company, to sell
help-wanted ads, both on its sites
and our newspaper Web sites.
Two years ago, digital revenues
made up just 4% of our Companys
revenues. In 2006, over 8%, or $274
million, came from our digital oper-
ations, which include About.com,
NYTimes.com, Boston.com, iht.com
and the sites associated with our
regional newspapers. For 2006,
online advertising revenues grew
41%. In 2007, we expect our total
digital revenues to grow 30% to
approximately $350 million mainly
because of organic growth.
DEVELOPING OUR CONTENT
VERTICALS
Our second strategic focus is the
aggressive development of key
content verticals:
We expanded our real estate ver-
tical with the introduction of
“Home Finance Center” and
“Great Homes” on NYTimes.com
and the debut of KEY Magazine.
On NYTimes.com’s entertain-
ment vertical we launched
Carpetbagger, one of our first
blogs with complementary video.
We continued to build About.com
with the acquisition of Calorie-
Count.com, a site that offers
weight loss tools and nutritional
information. About.com has
consistently been the third
largest commercial health chan-
nel and the third largest food
channel on the Web.
Operational integration is a critical
ingredient in our efforts to intro-
duce new products, to develop our
key verticals and to generate
increased revenues. In 2006, we
brought together our print and digi-
tal advertising teams and combined
our print and digital newsrooms at
all our newspaper properties.
BUILDING OUR RESEARCH &
DEVELOPMENT CAPABILITY
The third area of strategic focus
is to build a vibrant long-term
R&D capability that helps us
anticipate consumer preferences
and devise ways of satisfying
them. Its scope includes:
New products and platforms,
including mobile and video;
New tools and services, such
as analytics that can be used
to better serve advertisers’
increasing preference to target
specific audiences; and
Strategic partnerships and
investments.
Our R&D group, in its first full
year of operation, worked closely
with our business groups to create
new mobile products at many of
our properties and to launch
the local search product at
Boston.com. It was instrumental
in the launch of the Times Reader,
a new product that takes advan-
tage of Microsofts Vista operating
system to combine the format of
the newspaper with the function-
ality of the Web.
IMPROVING OPERATIONAL
EFFICIENCY & REDUCING COSTS
Our fourth strategic focus is
operational efficiency and cost
reductions. We are continuing to
make significant progress in
reducing costs: over the past two
years, we have lowered costs and
realized productivity gains of
approximately $120 million.
We have been working to reduce
our fixed cost base across the
Company, and have announced
plans to close our Edison, N.J., print-
ing plant and consolidate printing
of The Times’s metro edition into
our newer College Point, N.Y.,
facility. The consolidation should
be completed during the second
quarter of 2008 and will result in
annual savings of $30 million.
Our process engineering ini-
tiatives have been a long-term
priority. As we continue to rethink
our operations, part of this
process calls for eliminating,
consolidating or outsourcing
certain tasks and increasing
investment in technologies that
INTERNET
REVENUES
(% of total revenues)
2004 2005 200 6
Boston.com Mobile
P. 2 2006 ANNUAL REPORT
THE NEW YORK TIMES COMPANY P. 3
We are actively building our
video journalism capability at
all of our Web sites in order
to capture higher-rate video
advertising.
Video traffic on NYTimes.com
has grown significantly since
its redesign last spring. The
strength of its traffic can be
attributed in part to the variety
and volume of its original videos,
which are filmed, edited and
produced by Times journalists.
In 2006, About.com launched
its original video library in key
categories such as health, food,
parenting, and home and garden.
It also began partnering with
Healthology to offer over 1,000
physician-generated videos.
This year About.com plans to
significantly expand its library
to include thousands of new
high-quality video segments.
In 2005, we greatly augmented our digital portfolio with
the acquisition of About.com, a leading online provider
of consumer information. In its first full year as part
of the Times Company, About.com turned in an out-
standing performance.
Its operating margin expanded to 38% in 2006, up
from 27% for the period in 2005 in which we owned it.
This growth is attributable to higher advertising rates as
well as increased volume due in part to more content
and features.
About.com’s content is created by a network of
Guidesexperts who are passionate about their topic
areas and have deep knowledge and strong credentials
in their fields. Last year we added 88 new Guides, bring-
ing the total at year end to 587. This year we expect that
number to increase to nearly 700.
In addition to significantly expanding the number of
Guides and building our presence in key verticals such
as health, food and parenting, we are looking overseas
for growth, since 30% of About.com’s traffic comes
from outside the United States.
At all of our Web sites, About.com is sharing its expert-
ise in optimizing content to be more visible to search
engines, leading to significant increases in traffic.
We are expanding our sizable
audience through continued
application of search engine
optimization and new products
such as local search on
Boston.com. NYTimes.com and
Boston.com now offer many
new features including video,
podcasts and blogs.
Last year, HeraldTribune.com
(Sarasota, Fla.) launched IbisEye
Hurricane Tracker, an award-
winning site that tracks Atlantic
Ocean tropical storms and hurri-
canes. Some of our regional
papers have recently launched
citizen journalism initiatives
where readers can submit stories
and photos of community news
and events to their Web sites.
And we are continuing to seek
acquisitions such as Baseline
and Calorie-Count.com, stra-
tegic alliances and investments
that give us valuable exposure to
emerging areas of the Internet.
digital
initiatives
VIDEO
About.com
New Products
We are introducing innovative new products and services
across media platforms to increase our value to our audience
and advertisers.
PLAY, The New York Times Sports Magazine, which published
four issues last year, has drawn great response from new
advertisers who value the publication as an effective way to
reach affluent readers who are also sports fans. The Times also
launched a real estate magazine named KEY, which attracted
new advertisers in residential and commercial real estate, one of
its largest advertising categories.
The Boston Globe expanded its niche publications with the
launch last fall of Design New England, a high-end home publi-
cation targeted to both owners and buyers. In 2007, the Globe
plans to publish several more issues of Design New England and
launch other magazines including a fashion publication.
ENHANCING
VERTICALS ON
NYTIMES.COM
Our vertical initiatives
are focused on
improving coverage
and adding
more content,
tools, video and
other multimedia.
This January we
re-launched the
Travel vertical, which
now features over
1,000 redesigned
global destination
guides, each
containing reviews
and suggestions
from New York
Times journalists and
readers, as well
as guidebook infor-
mation from
Frommer’s. Page
views are up
in key areas of the
vertical and user
response has been
tremendous.
Last year on the
Real Estate vertical
we launched “Great
Homes,” a branded
national online
luxury environment
targeting the
aspirational browser
and the luxury buyer,
and “Home Finance
Center,” which posi-
tions NYTimes.com
as a trusted and
objective online
advisor to streamline
and simplify the
mortgage process.
P. 4 2006 ANNUAL REPORT
allow us to operate more effi-
ciently and effectively.
We are further decreasing our
newsprint consumption, and later
this year The Times will reduce the
width of the paper, providing us
with more than $10 million in
annualized savings.
This spring, we are moving to
our new corporate headquarters,
and our capital spending for it
will come to an end shortly there-
after. The midtown Manhattan
real estate market has improved
significantly since we began this
project, and our new building’s
value is now considerably more
than our cost. With the staff reduc-
tions that have taken place and
with some departments working
in lower cost office space, we are
planning to lease five floors,
totaling approximately 155,000
square feet, which is one-fifth of
our space.
REBALANCING OUR
PORTFOLIO & EFFECTIVELY
ALLOCATING CAPITAL
Our fifth area of strategic focus is
rebalancing our portfolio and exer-
cising financial discipline as we
allocate our capital for the benefit
of our shareholders. We continu-
ously evaluate our businesses to
determine if they are meeting their
targets for financial performance,
growth and return on investment,
and remain relevant to our strategy.
Over the past year, we sold our
50% investment in the Discovery
Times Channel for $100 million;
we announced an agreement to
sell the Broadcast Media Group
for $575 million; and in the first
quarter of this year, we expect to
finalize the sale of our radio station
WQEW-AM for $40 million.
With the completion of our new
headquarters and the restruc-
turing of our portfolio, we will
create additional value for our
shareholders by being very disci-
plined with the use of our free
cash. Our priorities include:
Investing in high-return capital
projects that will improve oper-
ations, increase revenues and
reduce costs, such as our plant
consolidation and web-width
reduction projects;
Making acquisitions and invest-
ments that are both financially
and strategically sound as
demonstrated by our acquisi-
tions of About.com and Baseline;
Reducing our debt to allow for
financing flexibility in the future;
Providing our shareholders with
a competitive dividend; and
Repurchasing our stock.
These first two items are critically
important as they enable us to grow
revenues and reduce costs, and
thereby improve the Companys
long-term results. We are also bal-
ancing our goals of maintaining
appropriate debt levels and paying
a competitive dividend with that of
repurchasing our shares.
SUPPORTING OUR DUAL
CLASS STRUCTURE
Our dual class structure has been
in place since we went public and
was designed specifically to
protect the journalistic indepen-
dence and integrity of The Times.
We are proud of this ownership
model, and are gladespecially
in light of what is happening with
some of our esteemed media
colleaguesthat we have a dual
class structure. It provides our
newspapers and Web sites with
the freedom to pursue the great
journalism that our readers in this
country and around the world
want and expect.
BEING A 21ST CENTURY LEADER
The digital age is changing our
market in innumerable ways and
the need for quality news, infor-
mation and analysis is more
important than ever, underscoring
our central value proposition.
The foundation of all our efforts
is our staff, readers, viewers, lis-
teners, advertisers, shareholders,
communities and our board of
directors, and we want to thank
them for their loyalty and support.
We also want to thank Cathy
Sulzberger, who has decided not
to stand for reelection, for her ded-
ication, committee service and
many contributions to our Com-
pany, and welcome Dan Cohen to
the board. As a fourth-generation
family member, he brings a deep
understanding of our Companys
historic mission and its long-term
business objectives.
As we contemplate the many
challenges of this very fluid
business environment, we are con-
fident that we have the financial
wherewithal, the technological
competence and the professional
commitment to provide our audi-
ences throughout the world with
an even more compelling brand of
multiplatform journalism in the
years to come.
arthur sulzberger, jr.
Chairman
janet l. robinson
President and CEO
FORM 10-K
FACTORS THAT COULD AFFECT OPERATING RESULTS
Except for the historical information, the matters discussed in this Annual Report are forward-looking
statements that involve risks and uncertainties that could cause actual results to differ materially from
those predicted by such forward-looking statements. These risks and uncertainties include national and
local conditions, as well as competition, that could influence the levels (rate and volume) of retail,
national and classified advertising and circulation generated by the Company’s various markets, and
material increases in newsprint prices. They also include other risks detailed from time to time in the
Company’s publicly filed documents, including its Annual Report on Form 10-K for the fiscal year
ended December 31, 2006, which is included in this Annual Report. The Company undertakes no
obligation to publicly update any forward-looking statement, whether as a result of new information,
future events, or otherwise.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K
Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2006 Commission file number 1-5837
THE NEW YORK TIMES COMPANY
(Exact name of registrant as specified in its charter)
New York 13-1102020
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
229 West 43rd Street, New York, N.Y. 10036
(Address of principal executive offices) (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
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the
Securities Act. Yes. No.
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of
the Exchange Act. Yes. No.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such
filing requirements for the past 90 days. Yes. No.
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained
herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-
accelerated filer. Large accelerated filer Accelerated filer Non-accelerated filer
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes. No.
The aggregate worldwide market value of Class A Common Stock held by non-affiliates, based on the closing
price on June 23, 2006, the last business day of the registrant’s most recently completed second quarter, as
reported on the New York Stock Exchange, was approximately $3.2 billion. As of such date, non-affiliates held
84,494 shares of Class B Common Stock. There is no active market for such stock.
The number of outstanding shares of each class of the registrant’s common stock as of February 23, 2007, was
as follows: 143,092,644 shares of Class A Common Stock and 832,572 shares of Class B Common Stock.
Document incorporated by reference Part
Proxy Statement for the 2007 Annual Meeting of Stockholders III
ITEM NO.
Explanatory Note
PART I Forward-Looking Statements 1
1 Business 1
Introduction 1
News Media Group 2
Advertising Revenue 2
The New York Times Media Group 2
New England Media Group 4
Regional Media Group 5
About.com 5
Broadcast Media Group 6
Forest Products Investments and Other Joint Ventures 7
Raw Materials 7
Competition 8
Employees 9
Labor Relations 9
1A Risk Factors 10
1B Unresolved Staff Comments 13
2 Properties 14
3 Legal Proceedings 14
4 Submission of Matters to a Vote of Security Holders 15
Executive Officers of the Registrant 15
PART II 5 Market for the Registrant’s Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities 17
6 Selected Financial Data 20
7 Management’s Discussion and Analysis of
Financial Condition and Results of Operations 25
7A Quantitative and Qualitative Disclosures About Market Risk 48
8 Financial Statements and Supplementary Data 49
9 Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 111
9A Controls and Procedures 111
9B Other Information 112
PART III 10 Directors, Executive Officers and Corporate Governance 113
11 Executive Compensation 113
12 Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters 113
13 Certain Relationships and Related Transactions, and Director Independence 113
14 Principal Accounting Fees and Services 113
PART IV 15 Exhibits and Financial Statement Schedules 114
INDEX TO THE NEW YORK TIMES COMPANY 2006 ANNUAL REPORT ON FORM 10-K
EXPLANATORY NOTE
In this Annual Report on Form 10-K, we are restating
the Consolidated Balance Sheet as of December 25,
2005 and the Consolidated Statements of Operations,
Consolidated Statements of Cash Flows, and
Consolidated Statements of Changes in Stockholders’
Equity for the 2005 and 2004 fiscal years and related
disclosures. This Annual Report on Form 10-K also
reflects the restatement of:
“Selected Financial Data” for our 2002 through
2005 fiscal years in Item 6,
“Management’s Discussion and Analysis of
Financial Condition and Results of Operations” for
our 2005 and 2004 fiscal years in Item 7, and
“Quarterly Information (Unaudited)” for the first
three quarters of fiscal 2006 and all of fiscal 2005.
See “Item 7 – Management’s Discussion and
Analysis of Financial Condition and Results of
Operations” and Note 2 (Restatement of Financial
Statements) of the Notes to the Consolidated
Financial Statements for more detailed information
regarding the restatement and the changes to previ-
ously issued financial statements.
The previously issued financial statements
are being restated because we have determined that
they contain errors in accounting for pension and
postretirement liabilities. The reporting errors arose
principally from the treatment of pension and bene-
fits plans established pursuant to collective
bargaining agreements between The New York Times
Company and its subsidiaries, on the one hand, and
The New York Times Newspaper Guild, on the other,
as multi-employer plans. The plans’ participants
include employees of The New York Times and a
Company subsidiary, as well as employees of the
plans’ administrator. We have concluded that, under
accounting principles generally accepted in the
United States of America, the plans should have been
accounted for as single-employer plans. The main
effect of the change is that we must account for the
present value of projected future benefits to be pro-
vided under the plans. Previously, we had recorded
the expense of our annual contributions to the plans.
The restatement also reflects the effect of
other unrecorded adjustments previously deter-
mined to be immaterial, mainly related to accounts
receivable allowances and accrued expenses.
The impact of the restatement is not mate-
rial from an income and cash flows statement
perspective. For 2005, the impact was a $.04 reduc-
tion in diluted earnings per share. However, the
impact is material from a balance sheet perspective.
The cumulative effect of the restatement resulted in
a reduction in stockholders’ equity of approximately
$65 million as of December 25, 2005.
Previously filed annual reports on
Form 10-K and quarterly reports on Form 10-Q
affected by the restatement have not been amended
and, as such, should not be relied upon. On
January 31, 2007, we filed a Current Report on
Form 8-K announcing that the Audit Committee of
our Board had concluded that our previously issued
financial statements should no longer be relied upon.
2006 ANNUAL REPORT – Explanatory Note
This Annual Report on Form 10-K, including the
sections titled “Item 1A – Risk Factors” and “Item 7 –
Management’s Discussion and Analysis of Financial
Condition and Results of Operations,” contains
forward-looking statements that relate to future
events or our future financial performance. We may
also make written and oral forward-looking state-
ments 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 applica-
ble only as of the dates of such statements. We
undertake no obligation to update or revise any
forward-looking statements, whether as a result of
new information, future events or otherwise.
By their nature, forward-looking statements
are subject to risks and uncertainties that could cause
actual results to differ materially from those antici-
pated in any forward-looking statements. You should
bear this in mind as you consider forward-looking
statements. Factors that, individually or in the aggre-
gate, we think could cause our actual results to differ
materially from expected and historical results
include those described in “Item 1A-Risk Factors”
below as well as other risks and factors identified
from time to time in our SEC filings.
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 diversi-
fied media company that currently includes
newspapers, Internet businesses, television and radio
stations, investments in paper mills and other invest-
ments. Financial information about our segments can
be found in “Item 7 – Management’s Discussion and
Analysis of Financial Condition and Results of
Operations” and in Note 18 of the Notes to the
Consolidated Financial Statements. The Company
and its consolidated subsidiaries are referred to col-
lectively 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 practica-
ble after such reports have been filed with or
furnished to the SEC.
In 2006, we classified our businesses based
on our operating strategies into two segments, the
News Media Group and About.com.
The News Media Group consists of the following:
The New York Times Media Group, which includes
The New York Times (“The Times”), NYTimes.com,
the International Herald Tribune (the “IHT”),
IHT.com, a newspaper distributor in the New York
City metropolitan area, news, photo and graphics
services, news and features syndication and our
two New York City radio stations, WQXR-FM and
WQEW-AM (expected to be sold in the first quarter
of 2007);
the New England Media Group, which includes
The Boston Globe (the “Globe”), Boston.com, the
Worcester Telegram & Gazette, in Worcester, Mass.
(the “T&G”), and the T&G’s Web site,
Telegram.com; and
the Regional Media Group, which includes 14 daily
newspapers in Alabama, California, Florida,
Louisiana, North Carolina and South Carolina and
related print and digital businesses.
About.com, which we acquired on March 18,
2005, is one of the Web’s most comprehensive con-
sumer solutions sources, and provides users with
information and advice on thousands of topics.
On January 3, 2007, we entered into an agree-
ment to sell our Broadcast Media Group, consisting of
nine network-affiliated television stations, their
related Web sites and the digital operating center, to
Oak Hill Capital Partners, for $575 million. The trans-
action is subject to regulatory approvals and is
expected to close in the first half of 2007. The
Broadcast Media Group previously represented a sep-
arate reportable segment of the Company. In
accordance with Statement of Financial Accounting
Standards (“FAS”) No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets, the
Broadcast Media Group’s results of operations are
presented as discontinued operations and certain
assets and liabilities are classified as held for sale for
all periods presented (see Note 5 of the Notes to the
Consolidated Financial Statements). For purposes of
comparability, certain prior year information has been
reclassified to conform with the 2006 presentation.
ITEM 1. BUSINESS
FORWARD-LOOKING STATEMENTS
Part I – THE NEW YORK TIMES COMPANY P. 1
PART I
Additionally, we own equity interests in a
Canadian newsprint company and a supercalendered
paper manufacturing partnership in Maine; New
England Sports Ventures, LLC (“NESV”), which
owns the Boston Red Sox, Fenway Park and adjacent
real estate, approximately 80% of New England
Sports Network (the regional cable sports network
that televises the Red Sox games) and 50% of Roush
Fenway Racing, a leading NASCAR team; and Metro
Boston LLC (“Metro Boston”), which publishes a free
daily newspaper catering to young professionals and
students in the Boston metropolitan area.
In October 2006, we sold our 50% ownership
interest in Discovery Times Channel, a digital cable
channel, for $100 million.
Revenue from individual customers and
revenues, operating profit and identifiable assets of
foreign operations are not significant.
Seasonal variations in advertising revenues
cause our quarterly results to fluctuate. Second-quar-
ter 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 cat-
egories: national, retail and classified. Advertising
revenue also includes preprints, which are advertising
supplements. Advertising revenue and print volume
information for the News Media Group appears under
“Item 7 – Management’s Discussion and Analysis of
Financial Condition and Results of Operations.”
P. 2 2006 ANNUAL REPORT – Part I
Below is a percentage breakdown of 2006 advertising revenue by division:
Classified
Retail Other
and Help Real Total Advertising
National Preprint Wanted Estate Auto Other Classified Revenue Total
The New York Times
Media Group 64
(1)
14 5 10 3 2 20 2 100
New England Media Group 26 31 11 13 9 5 38 5 100
Regional Media Group 3 48 13 15 10 5 43 6 100
Total News Media Group 45 24 8 12 5 3 28 3 100
(1)
Includes all advertising revenue of the IHT.
The New York Times Media Group
The New York Times
The Times, a standard-size daily (Monday through
Saturday) and Sunday newspaper, commenced pub-
lication in 1851.
Circulation
The Times is circulated in each of the 50 states, the
District of Columbia and worldwide. Approximately
48% of the weekday (Monday through Friday) circu-
lation is sold in the 31 counties that make up the
greater New York City area, which includes New
York City, Westchester, Long Island, and parts of
upstate New York, Connecticut, New Jersey and
Pennsylvania; 52% is sold elsewhere. On Sundays,
approximately 44% of the circulation is sold in the
greater New York City area and 56% elsewhere.
According to reports filed with the Audit Bureau of
Circulations (“ABC”), an independent agency that
audits the circulation of most U.S. newspapers and
magazines, for the six-month period ended
September 30, 2006, The Times had the largest daily
and Sunday circulation of all seven-day newspapers
in the United States.
The Times’s average net paid weekday and
Sunday circulation for the years ended December 31,
2006, and December 25, 2005, are shown below:
(Thousands of copies) Weekday (Mon. - Fri.) Sunday
2006 1,103.6 1,637.7
2005 1,135.8 1,684.7
Change (32.2) (47.0)
The decreases in weekday and Sunday copies sold in
2006 compared with 2005 were due to declines in sin-
gle copy sales.
Approximately 62% of the weekday and
69% of the Sunday circulation was sold through
home delivery in 2006; the remainder was sold pri-
marily on newsstands.
According to Nielsen//NetRatings, an
Internet traffic measurement service, The Times
reaches 17.3 million unduplicated readers in the
United States every month via the weekday and
Sunday newspaper, and NYTimes.com.
Advertising
According to data compiled by TNS Media
Intelligence, an independent agency that measures
advertising sales volume and estimates advertising
revenue, The Times had a 49.6% market share in 2006
in advertising revenue among a national newspaper
set that includes USA Today, The Wall Street Journal
and The New York Times. Based on recent data pro-
vided by TNS Media Intelligence and The Times’s
internal analysis, The Times believes that it ranks first
by a substantial margin in advertising revenue in the
general weekday and Sunday newspaper field in the
New York City metropolitan area.
Production and Distribution
The Times is printed at its production and distribution
facilities in Edison, N.J., and College Point, N.Y., as
well as under contract at 19 remote print sites across
the United States and one in Toronto, Canada.
On July 18, 2006, we announced plans to
consolidate our New York metro area printing into
our newer facility in College Point, N.Y., and close
our older Edison, N.J., facility. The plant consolida-
tion is expected to be completed in the second
quarter of 2008.
Our subsidiary, City & Suburban Delivery
Systems, Inc. (“City & Suburban”), operates a whole-
sale newspaper distribution business that distributes
The Times and other newspapers and periodicals in
New York City, Long Island (N.Y.), New Jersey and
the counties of Westchester (N.Y.) and Fairfield
(Conn.). In other markets in the United States and
Canada, The Times is delivered through various
newspapers and third-party delivery agents.
NYTimes.com
The Times’s Web site, NYTimes.com, reaches wide
audiences across the New York metropolitan region,
the nation and around the world. According to
Nielsen//NetRatings, average monthly unique users
in the United States visiting NYTimes.com reached
12.4 million in 2006 compared with 11.0 million in
2005. According to NYTimes.com internal metrics,
in 2006, NYTimes.com had 14.8 million average
monthly unique users worldwide.
NYTimes.com derives its revenue primarily
from the sale of advertising. Advertising is sold to
both national and local customers and includes online
display advertising (banners, half-page units, rich
media), classified advertising (help-wanted, real
estate, automobiles) and contextual advertising (links
supplied by Google). In 2005, The Times introduced
TimesSelect, a product offering subscribers exclusive
online access to columnists of The Times and the IHT
and to The Times’s extensive archives, previews of
various sections, and tools for tracking and storing
news and information. TimesSelect is priced annually
at $49.95 or monthly at $7.95, but is available to home-
delivery subscribers at no additional fee. TimesSelect
currently has approximately 627,000 subscribers, with
about 66% receiving TimesSelect as a benefit of their
home-delivery subscriptions and about 34% receiving
it from online-only subscriptions.
On August 28, 2006, we acquired Baseline
StudioSystems (“Baseline”), a leading online data-
base and research service for information on the film
and television industries. Baseline is part of
NYTimes.com.
International Herald Tribune
The IHT, a daily (Monday through Saturday) newspa-
per, commenced publishing in Paris in 1887, is printed
at 34 sites throughout the world and is sold in more
than 185 countries. The IHT’s average circulation for
the years ended December 31, 2006, and December 25,
2005, were 242,000 (estimated) and 242,184. These fig-
ures follow the guidance of Diffusion Controle, an
agency based in Paris and a member of the
International Federation of Audit Bureaux of
Circulations that audits the circulation of most of
France’s newspapers and magazines. The final
2006 figure will not be available until April 2007. In 2006,
60% of the circulation was sold in Europe, the Middle
East and Africa, 38% was sold in the Asia Pacific
region and 2% was sold in the Americas.
Radio
Our two radio stations, WQXR-FM and WQEW-AM,
serve the New York City metropolitan area. In addi-
tion, the recently launched New York Times Radio
News, a new department of WQXR producing news-
casts heard on the station, is working with
NYTimes.com and The Times’s News Services
Division to expand the distribution of Times-branded
news and information on a variety of audio
Part I – THE NEW YORK TIMES COMPANY P. 3
platforms, through The Times’s own resources and in
collaboration with strategic partners.
WQXR, The Times’s classical music station,
receives revenues through advertising sales, often in
conjunction with The Times’s selling effort. WQEW
receives revenues under a time brokerage agreement
with Radio Disney New York, LLC (ABC, Inc.’s suc-
cessor in interest), that provides substantially all of
WQEW’s programming. On January 25, 2007, Radio
Disney New York, LLC entered into an agreement to
acquire WQEW for $40 million. The sale is currently
expected to close in the first quarter of 2007 and is
subject to Federal Communications Commission
(“FCC”) approval.
The radio stations are operated under
licenses from the FCC and are subject to FCC regula-
tion. Radio license renewals are typically granted for
terms of eight years. The license renewal applications
for the radio stations were timely filed on January 31,
2006, four months before the scheduled expiration
date of the licenses. The WQEW application was
granted for an eight-year term expiring June 1, 2014.
We anticipate that the WQXR application, which is
currently pending, will be renewed for a term expir-
ing June 1, 2014.
Other Businesses
The New York Times Media Group’s other businesses
include The New York Times Index, which produces
and licenses The New York Times Index, a print publi-
cation, Digital Archive Distribution, which licenses
electronic archive databases to resellers of that infor-
mation 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 arti-
cles, graphics and photographs from The Times, the
Globe and other publications to over 1,000 newspapers
and magazines in the United States and in more than
80 countries worldwide, and markets other supple-
mental 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 com-
prises Photo Archives, Book Development, Rights &
Permissions, licensing and a small publication unit.
New England Media Group
The Globe, Boston.com, the T&G, and Telegram.com
constitute our New England Media Group. The Globe
is a daily (Monday through Saturday) and Sunday
newspaper, which commenced publication in 1872. The
T&G is a daily (Monday through Saturday) newspaper,
which began publishing in 1866. Its Sunday compan-
ion, the Sunday Telegram, began in 1884.
Circulation
The Globe is distributed throughout New England,
although its circulation is concentrated in the Boston
metropolitan area. According to ABC, for the six-
month period ended September 30, 2006, the Globe
ranked first in New England for both daily and
Sunday circulation volume.
The Globe’s average net paid weekday and
Sunday circulation for the years ended December 31,
2006, and December 25, 2005, are shown below:
(Thousands of copies) Weekday (Mon. - Fri.) Sunday
2006 389.2 588.2
2005 413.3 646.4
Change (24.1) (58.2)
The decreases in weekday and Sunday copies sold in
2006 compared with 2005 were due in part to a
directed effort to reduce the Globe’s other paid circu-
lation (primarily third-party bulk sponsored copies
but also hotel copies), as well as continuing adverse
effects of telemarketing legislation.
Approximately 76% of the Globe’s weekday
circulation and 71% of its Sunday circulation was sold
through home delivery in 2006; the remainder was
sold primarily on newsstands.
According to a 2005/2006 Gallup Poll, in the
United States, the Globe reaches 3.3 million undupli-
cated readers every month via the weekday and
Sunday newspaper, and Boston.com.
The T&G, the Sunday Telegram and several
Company-owned non-daily newspapers – some pub-
lished under the name of Coulter Press – circulate
throughout Worcester County and northeastern
Connecticut. The T&G’s average net paid weekday
and Sunday circulation, for the years ended
December 31, 2006, and December 25, 2005, are
shown below:
(Thousands of copies) Weekday (Mon. - Fri.) Sunday
2006 91.3 105.6
2005 99.2 115.1
Advertising
Based on information supplied by major daily news-
papers published in New England and assembled by
the New England Newspaper Association, Inc. for the
year ended December 31, 2006, the Globe ranked first
P. 4 2006 ANNUAL REPORT – Part I
The average weekday and Sunday circulation for the year ended December 31, 2006, for each of the daily
newspapers are shown below:
Circulation Circulation
Daily Newspapers Daily Sunday Daily Newspapers Daily Sunday
The Gadsden Times (Ala.) 20,700 21,600 The Ledger (Lakeland, Fla.) 69,800 85,200
The Tuscaloosa News (Ala.) 33,600 35,100 The Courier (Houma, La.) 18,600 20,000
TimesDaily (Florence, Ala.) 29,900 31,800 Daily Comet (Thibodaux, La.) 10,700 N/A
The Press Democrat (Santa Rosa, Calif.) 83,600 84,300 The Dispatch (Lexington, N.C.) 11,000 N/A
Sarasota Herald-Tribune (Fla.) 108,000 123,900 Times-News (Hendersonville, N.C.) 18,500 18,700
Star-Banner (Ocala, Fla.) 49,100 51,900 Wilmington Star-News (N.C.) 51,500 57,700
The Gainesville Sun (Fla.) 47,600 52,300 Herald-Journal (Spartanburg, S.C.) 46,200 53,600
and the T&G ranked sixth in advertising inches
among all daily newspapers in New England.
Production and Distribution
All editions of the Globe are printed and prepared for
delivery at its main Boston plant or its Billerica, Mass.
satellite plant. Virtually all of the Globe’s home-
delivered circulation was delivered in 2006 by a
third-party service provider.
Boston.com
The Globe’s Web site, Boston.com, reaches wide audi-
ences in the New England region, the nation and
around the world. In the United States, according to
Nielsen//NetRatings, average unique users visiting
Boston.com reached 4.0 million per month in 2006
compared with 3.5 million per month in 2005.
Boston.com primarily derives its revenue
from the sale of advertising. Advertising is sold to
both national and local customers and includes Web
site display advertising, classified advertising and
contextual advertising.
Regional Media Group
The Regional Media Group includes 14 daily newspa-
pers, of which 12 publish on Sunday, one paid weekly
newspaper, related print and digital businesses, free
weekly newspapers, and the North Bay Business
Journal, a weekly publication targeting business lead-
ers in California’s Sonoma, Napa and Marin counties.
Part I – THE NEW YORK TIMES COMPANY P. 5
The Petaluma Argus-Courier, in Petaluma, Calif., our
only paid subscription weekly newspaper, had an
average weekly circulation for the year ended
December 31, 2006, of 7,400. The North Bay Business
Journal, a weekly business-to-business publication,
had an average weekly circulation for the year ended
December 31, 2006, of 4,972.
ABOUT.COM
About.com is one of the Web’s most comprehensive
consumer solutions sources, providing users with
information and advice on thousands of topics. One of
the top 15 most visited Web sites in 2006, About.com
has 32.2 million average monthly unique visitors in
the United States (per Nielsen//NetRatings) and
47.5 million average monthly unique visitors world-
wide (per About internal metrics). Over 500 topical
advisors or “Guides” write about more than 57,000
topics and have generated over 1.5 million pieces of
original content. About.com does not charge a sub-
scription fee for access to its Web site. It generates
revenues through display advertising relevant to the
adjacent content, cost-per-click advertising (spon-
sored links for which About.com is paid when a user
clicks on the ad) and e-commerce (including sales
lead generation).
On September 14, 2006, we acquired
Calorie-Count.com (“Calorie-Count”), a site that
offers weight loss tools and nutritional information.
Calorie-Count is part of About.com.
P. 6 2006 ANNUAL REPORT – Part I
How About.com Generates Revenues
BROADCAST MEDIA GROUP
On January 3, 2007, we entered into an agreement to sell our Broadcast Media Group, consisting of nine net-
work-affiliated television stations, their related Web sites and the digital operating center, to Oak Hill Capital
Partners for $575 million. The transaction is subject to regulatory approvals and is expected to close in the first
half of 2007. Our television stations are operated under licenses from the FCC and are subject to FCC regula-
tions. In 2006, the television stations within the Broadcast Media Group were as shown below:
Market’s Nielsen Network
Station License Expiration Date Ranking
(1)
Affiliation Band
WTKR-TV (Norfolk, Va.) October 1, 2012 42 CBS VHF
WREG-TV (Memphis, Tenn.) August 1, 2013 44 CBS VHF
KFOR-TV (Oklahoma City, Okla.) June 1, 2014 45 NBC VHF
KAUT-TV (Oklahoma City, Okla.) June 1, 2006
(3)
45 My Network TV UHF
WNEP-TV (Scranton, Penn.) August 1, 2007 53 ABC UHF
(2)
WHO-TV (Des Moines, Iowa) February 1, 2014 73 NBC VHF
WHNT-TV (Huntsville, Ala.) April 1, 2005
(3)
84 CBS UHF
(2)
WQAD-TV (Moline, Ill.) December 1, 2013 96 ABC VHF
KFSM-TV (Ft. Smith, Ark.) June 1, 2013 102 CBS VHF
(1)
According to Nielsen Media Research’s 2006/2007 Designated Market Area Market Rankings from fall 2006. Nielsen Media Research
is a research company that measures audiences for television stations.
(2)
All other stations in this market are also in the UHF band.
(3)
Application for renewal of license pending.
The television stations generally have three principal
sources of revenue: local advertising (sold to adver-
tisers 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 compensa-
tion has declined at all stations over the past several
years and will eventually be eliminated.
FOREST PRODUCTS INVESTMENTS AND OTHER
JOINT VENTURES
We have ownership interests in one newsprint mill
and one mill producing supercalendered paper, a
high finish paper used in some magazines and
preprinted inserts, which is a higher-value grade than
newsprint (the “Forest Products Investments”), as
well as in NESV and Metro Boston. These invest-
ments are accounted for under the equity method and
reported in “Investments in Joint Ventures” in our
Consolidated Balance Sheets. For additional informa-
tion on our investments, see Note 7 of the Notes to the
Consolidated Financial Statements.
Forest Products Investments
We have a 49% equity interest in a Canadian
newsprint company, Donohue Malbaie Inc.
(“Malbaie”). The other 51% is owned by Abitibi-
Consolidated (“Abitibi”), a global manufacturer of
paper. Malbaie purchases pulp from Abitibi and man-
ufactures newsprint from this raw material on the
paper machine it owns within the Abitibi paper mill
at Clermont, Quebec. Malbaie is wholly dependent
upon Abitibi for its pulp. In 2006, Malbaie produced
215,000 metric tons of newsprint, of which approxi-
mately 47% was sold to us, with the balance sold to
Abitibi for resale.
We have a 40% equity interest in a partner-
ship operating a supercalendered paper mill in
Madison, Maine, Madison Paper Industries
(“Madison”). Madison purchases the majority of its
wood from local suppliers, mostly under long-term
contracts. In 2006, Madison produced 193,000 metric
tons, of which approximately 9% was sold to us.
Malbaie and Madison are subject to compre-
hensive 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 compli-
ance with the conditions of, permits and other
governmental authorizations (“Governmental
Authorizations”). Malbaie and Madison follow poli-
cies and operate monitoring programs designed to
ensure compliance with applicable Environmental
Laws and Governmental Authorizations and to mini-
mize 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 adja-
cent real estate, approximately 80% of New England
Sports Network, a regional cable sports network, and
50% of Roush Fenway Racing, a leading NASCAR team.
We own a 49% interest in Metro Boston,
which publishes a free daily newspaper catering to
young professionals and students in the Greater
Boston area.
In October 2006, we sold our 50% ownership
interest in Discovery Times Channel, a digital cable
channel, for $100 million.
RAW MATERIALS
The primary raw materials we use are newsprint and
supercalendered paper. We purchase newsprint from
a number of North American producers. A significant
portion of such newsprint is purchased from Abitibi,
North America’s largest producer of newsprint.
Part I – THE NEW YORK TIMES COMPANY P. 7
In 2006 and 2005, we used the following types and quantities of paper (all amounts in metric tons):
Coated,
Supercalendered
Newsprint and Other Paper
2006 2005 2006 2005
The New York Times Media Group
(1,2)
257,000 288,000 32,600 30,100
New England Media Group
(1,2)
97,000 112,000 4,300 4,900
Regional Media Group
(1)
80,000 84,000
Tot al 434,000 484,000 36,900 35,000
(1)
During 2005 we converted substantially all of our newspapers from 48.8 gram newsprint to 45 gram newsprint.
(2)
The Times and the Globe use coated, supercalendered or other paper for The New York Times Magazine and the Globe’s
Sunday Magazine.
The paper used by The New York Times Media
Group, the New England Media Group and the
Regional Media Group was purchased from unrelated
suppliers and related suppliers in which we hold
equity interests (see “Forest Products Investments”).
As part of our efforts to reduce our
newsprint consumption, we plan to reduce the size of
all editions of The Times, with the printed page
decreasing from 13.5 by 22 inches to 12 by 22 inches.
The reduction is expected to be completed in the third
quarter of 2007.
COMPETITION
Our media properties and investments compete for
advertising and consumers with other media in their
respective markets, including paid and free newspa-
pers, Web sites, broadcast, satellite and cable
television, broadcast and satellite radio, magazines,
direct marketing and the Yellow Pages.
The Times competes for advertising and cir-
culation with newspapers of general circulation in New
York City and its suburbs, national publications such as
The Wall Street Journal and USA Today, other daily and
weekly newspapers and television stations in markets
in which it circulates, and some national magazines.
The IHT’s key competitors include all inter-
national sources of English language news, including
The Wall Street Journal’s European and Asian
Editions, the Financial Times, Time, Newsweek
International and The Economist, satellite news
channels CNN, CNNi, Sky News and BBC, and vari-
ous Web sites.
The Globe competes primarily for advertis-
ing and circulation with other newspapers and
television stations in Boston, its neighboring suburbs
and the greater New England region, including,
among others, The Boston Herald (daily and Sunday).
Our other newspapers compete for advertis-
ing and circulation with a variety of newspapers and
other media in their markets.
NYTimes.com and Boston.com primarily
compete with other advertising-supported news
and information Web sites, such as Yahoo! News and
CNN.com, and classified advertising portals.
WQXR-FM competes for listeners and
advertising in the New York metropolitan area pri-
marily with two all-news commercial radio stations
and with WNYC-FM, a non-commercial station,
which features both news and classical music. It com-
petes for advertising revenues with many
adult-audience commercial radio stations and other
media in New York City and surrounding suburbs.
About.com competes with large-scale
portals, such as AOL, MSN, and Yahoo!. About.com
also competes with smaller targeted Web sites whose
content overlaps with that of its individual channels,
such as WebMD, CNET, Wikipedia and iVillage.
NESV competes in the Boston (and through
its interest in Roush Fenway Racing, in the national)
consumer entertainment market primarily with other
professional sports teams and other forms of live,
film and broadcast entertainment.
P. 8 2006 ANNUAL REPORT – Part I
Employee Category Expiration Date
The Times Mailers March 30, 2006 (expired)
Stereotypers March 30, 2007
Plumbers March 30, 2008
New Jersey operating engineers May 31, 2008
New York operating engineers May 31, 2008
Machinists March 30, 2009
Electricians March 30, 2009
Carpenters March 30, 2009
New York Newspaper Guild March 30, 2011
Paperhandlers March 30, 2014
Typographers March 30, 2016
Pressmen March 30, 2017
Drivers March 30, 2020
City & Suburban Building maintenance employees May 31, 2009
Drivers March 30, 2020
The Globe Paperhandlers, machinists and garage mechanics December 31, 2004 (expired)
Boston Mailers Union December 31, 2005 (expired)
Technical services group and electricians December 31, 2005 (expired)
Engravers December 31, 2005 (expired)
Warehouse employees December 31, 2007
Drivers December 31, 2008
Boston Newspaper Guild (representing non-production employees) December 31, 2008
Typographers December 31, 2010
Pressmen December 31, 2010
Part I – THE NEW YORK TIMES COMPANY P. 9
The IHT has approximately 323 employees world-
wide, including approximately 207 located in France,
whose terms and conditions of employment are
established by a combination of French National
Labor Law, industry-wide collective agreements and
company-specific agreements.
NYTimes.com and WQXR-FM also have
unions representing some of their employees.
Approximately one-third of the 630 employ-
ees of the T&G are represented by four unions. Labor
agreements with three production unions expired or
expire on August 31, 2006, October 8, 2007 and
November 30, 2016. The labor agreements with the
Providence Newspaper Guild, representing news-
room and circulation employees, expire on
August 31, 2007.
Of the 362 full-time employees at The Press
Democrat, 130 are represented by three unions. The
labor agreement with the Pressmen expires in
December 2008. The labor agreement with the
Newspaper Guild expires in December 2011 and the
labor agreement with the Teamsters, which repre-
sents certain employees in the circulation
department, expires in April 2007. There is no longer
EMPLOYEES
As of December 31, 2006, we had approximately
11,585 full-time equivalent employees.
Employees
The New York Times Media Group 4,610
New England Media Group 2,700
Regional Media Group 2,910
Broadcast Media Group
(1)
875
About.com 125
Corporate/Shared Services 365
Total Company 11,585
(1)
On January 3, 2007, we entered into an agreement to sell our
Broadcast Media Group.
Labor Relations
Approximately 2,700 full-time equivalent employees
of The Times and City & Suburban are represented by
14 unions with 15 labor agreements. Approximately
1,900 full-time equivalent employees of the Globe are
represented by 10 unions with 12 labor agreements.
Collective bargaining agreements, covering the fol-
lowing categories of employees, with the expiration
dates noted below, are either in effect or have expired,
and negotiations for new contracts are ongoing. We
cannot predict the timing or the outcome of the vari-
ous negotiations described below.
a labor agreement with the Typographical Union as
the last bargaining unit member retired in 2006.
You should carefully consider the risk factors
described below, as well as the other information
included in this Annual Report on Form 10-K. Our
business, financial condition or results of operations
could be materially adversely affected by any or all of
these risks or by other risks that we currently cannot
identify.
All of our businesses face substantial competition
for advertisers.
Most of our revenues are from advertising. We face for-
midable competition for advertising revenue in our
various markets from free and paid newspapers, mag-
azines, Web sites, television and radio, other forms of
media, direct marketing and the Yellow Pages.
Competition from these media and services affects our
ability to attract and retain advertisers and consumers
and to maintain or increase our advertising rates.
This competition has intensified as a result
of digital media technologies. Distribution of news,
entertainment and other information over the
Internet, as well as through cellular phones and other
devices, continues to increase in popularity. These
technological developments are increasing the num-
ber of media choices available to advertisers and
audiences. As media audiences fragment, we expect
advertisers to allocate a portion of their advertising
budgets to nontraditional media, such as Web sites
and search engines, which can offer more measurable
returns than traditional print media through pay-for-
performance and keyword-targeted advertising.
In recent years, Web sites that feature help
wanted, real estate and/or automobile advertising
have become competitors of our newspapers and Web
sites for classified advertising, contributing to signifi-
cant declines in print advertising. We may experience
greater competition from specialized Web sites in other
areas, such as travel and entertainment advertising.
We are aggressively developing online offer-
ings, both through internal growth and acquisitions.
However, while the amount of advertising on our own
Web sites has continued to increase, we will experience a
decline in advertising revenues if we are unable to attract
advertising to our Web sites in volumes sufficient to off-
set declines in print advertising, for which rates are
generally higher than for internet advertising.
Our Internet advertising revenues depend in part on
our ability to generate traffic.
Our ability to attract advertisers to our Web sites
depends partly on our ability to generate traffic to our
Web sites and the rate at which users click through on
advertisements. Advertising revenues from our Web
sites may be negatively affected by fluctuations or
decreases in our traffic levels.
About.com, our online consumer informa-
tion provider, relies on search engines for a
substantial amount of its traffic. We believe approxi-
mately 90% of About.com’s traffic is generated
through search engines, while an estimated 1% of its
users enter through its home page. Our other Web
sites also rely on search engines for traffic, although
to a lesser degree than About.com. Search engines
(including Google, the primary search engine direct-
ing traffic to About.com and our other sites) may, at
any time, decide to change the algorithms responsible
for directing search queries to the Web pages that are
most likely to contain the information being sought
by Internet users. Such changes could lead to a signif-
icant decrease in traffic and, in turn, Internet
advertising revenues.
Decreases, or slow growth, in circulation adversely
affect our circulation and advertising revenues.
Advertising and circulation revenues are affected by
circulation and readership levels. Our newspaper
properties, and the newspaper industry as a whole,
are experiencing difficulty maintaining and increas-
ing print circulation and related revenues. This is due
to, among other factors, increased competition from
new media formats and sources other than traditional
newspapers (often free to users), and shifting prefer-
ences among some consumers to receive all or a
portion of their news other than from a newspaper.
These factors could affect our ability to institute circu-
lation price increases for our print products.
A prolonged decline in circulation copies
would have a material effect on the rate and volume
of advertising revenues (as rates reflect circulation
and readership, among other factors). To maintain
our circulation base, we may incur additional costs,
and we may not be able to recover these costs through
circulation and advertising revenues. Recently, we
have sought to reduce our other-paid circulation and
to focus promotional spending on individually paid
circulation, which is generally more valued by adver-
tisers. If we stop or slow those promotional efforts or
if they are unsuccessful, we may see further declines.
ITEM 1A. RISK FACTORS
P.10 2006 ANNUAL REPORT – Part I
Difficult economic conditions in the United States,
the regions in which we operate or in specific eco-
nomic sectors could adversely affect the profitability
of our businesses.
National and local economic conditions, particularly
in the New York City and Boston metropolitan
regions, affect the levels of our retail, national and
classified advertising revenue. Future negative eco-
nomic conditions in these and other markets would
adversely affect our level of advertising revenues.
Our advertising revenues are affected by
economic and competitive changes in significant
advertising categories. These revenues may be
adversely affected if key advertisers change their
advertising practices, as a result of shifts in spending
patterns or priorities, structural changes, such as con-
solidations, or the cessation of operations. Help
wanted and automotive classified advertising rev-
enues, which are important categories at all of our
newspaper properties, have declined as less expen-
sive or free online alternatives have proliferated. We
have also experienced depressed levels of advertising
in studio entertainment, which in 2006 represented
approximately 12% of The New York Times Media
Group’s advertising revenues, as the focus of studio
marketing budgets has shifted to broadcast and
online media.
The success of our business depends substantially on
our reputation as a provider of quality journalism
and content.
We believe that our products have excellent reputa-
tions for quality journalism and content. These
reputations are based in part on consumer percep-
tions 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 prima-
rily been supported by print advertising revenues. If
consumers fail to differentiate our content from other
content providers, on the Internet or otherwise, we
may experience a decline in revenues.
Seasonal variations cause our quarterly advertising
revenues to fluctuate.
Advertising spending, which principally drives our
revenue, is generally higher in the second and fourth
quarters and lower in the first and third fiscal quar-
ters as consumer activity slows during those periods.
If a short-term negative impact on our business were
to occur during a time of high seasonal demand, there
could be a disproportionate effect on the operating
results of that business for the year.
Our potential inability to execute cost-control meas-
ures successfully could result in total costs and
expenses that are greater than expected.
We have taken steps to lower our expenses by reduc-
ing staff and employee benefits and implementing
general cost-control measures, and we expect to con-
tinue cost-control efforts. If we do not achieve
expected savings as a result or if our operating costs
increase as a result of our growth strategy, our total
costs and expenses may be greater than anticipated.
Although we believe that appropriate steps have
been and are being taken to implement cost-control
efforts, if not managed properly, such efforts may
affect the quality of our products and our ability to
generate future revenue. In addition, reductions in
staff and employee benefits could adversely affect
our ability to attract and retain key employees.
The price of newsprint has historically been volatile,
and a significant increase would have an adverse
effect on our operating results.
The cost of raw materials, of which newsprint is the
major component, represented 11% of our total costs
in 2006. The price of newsprint has historically been
volatile and, in recent years, increased as a result of
various factors, including:
consolidation in the North American newsprint
industry, which has reduced the number of suppliers;
declining newsprint supply as a result of paper
mill closures and conversions to other grades of
paper; and
a strengthening Canadian dollar, which has adversely
affected Canadian suppliers, whose costs are incurred
in Canadian dollars but whose newsprint sales are
priced in U.S. dollars.
In 2007, we expect newsprint prices to
decline modestly as a result of increased supply.
However, our operating results would be adversely
affected if newsprint prices increased significantly in
the future.
A significant portion of our employees are unionized,
and our results could be adversely affected if labor
negotiations were to restrict our ability to maximize
the efficiency of our operations.
More than 40% of our full-time work force is union-
ized. As a result, we are required to negotiate the
wages, salaries, benefits, staffing levels and other
terms with many of our employees collectively.
Although we have in place long-term contracts for a
substantial portion of our unionized work force, our
Part I – THE NEW YORK TIMES COMPANY P.11
results could be adversely affected if future labor
negotiations were to restrict our ability to maximize
the efficiency of our operations. If we were to experi-
ence labor unrest, our ability to produce and deliver
our most significant products could be impaired. In
addition, our ability to make short-term adjustments
to control compensation and benefits costs is limited
by the terms of our collective bargaining agreements.
We continue to develop new products and services for
evolving markets. There can be no assurance of the
success of these efforts due to a number of factors,
some of which are beyond our control.
There are substantial uncertainties associated with
our efforts to develop new products and services for
evolving markets, and substantial investments may
be required. These efforts are to a large extent depend-
ent on our ability to acquire, develop, adopt, and
exploit new and existing technologies to distinguish
our products and services from those of our competi-
tors. The success of these ventures will be determined
by our efforts, and in some cases by those of our part-
ners, fellow investors and licensees. Initial timetables
for the introduction and development of new prod-
ucts or services may not be achieved, and price and
profitability targets may not prove feasible. External
factors, such as the development of competitive alter-
natives, rapid technological change, regulatory
changes and shifting market preferences, may cause
new markets to move in unanticipated directions.
We may not be able to protect intellectual property
rights upon which our business relies, and if we lose
intellectual property protection, we may lose valu-
able assets.
We own valuable brands and content, which we
attempt to protect through a combination of copy-
right, trade secret, patent and trademark law and
contractual restrictions, such as confidentiality agree-
ments. We believe our proprietary trademarks and
other intellectual property rights are important to our
continued success and our competitive position.
Despite our efforts to protect our propri-
etary rights, unauthorized parties may attempt to
copy or otherwise obtain and use our services, tech-
nology and other intellectual property, and we cannot
be certain that the steps we have taken will prevent
any misappropriation or confusion among con-
sumers and merchants, or unauthorized use of these
rights. If we are unable to procure, protect and
enforce our intellectual property rights, then we may
not realize the full value of these assets, and our busi-
ness may suffer.
We may buy or sell different properties as a result of
our evaluation of our portfolio of businesses. Such
acquisitions or divestitures would affect our costs,
revenues, profitability and financial position.
From time to time, we evaluate the various compo-
nents of our portfolio of businesses and may, as a
result, buy or sell different properties. These acquisi-
tions or divestitures affect our costs, revenues,
profitability and financial position. We may also con-
sider the acquisition of specific properties or
businesses that fall outside our traditional lines of
business if we deem such properties sufficiently
attractive.
Each year, we evaluate the various compo-
nents of our portfolio in connection with annual
impairment testing, and we may record a non-cash
charge if the financial statement carrying value of an
asset is in excess of its estimated fair value. Fair value
could be adversely affected by changing market con-
ditions within our industry. In 2006, we recorded a
non-cash charge of $814.4 million ($735.9 million after
tax, or $5.09 per share) due to the impairment of
goodwill and other intangible assets of the New
England Media Group.
Acquisitions involve risks, including diffi-
culties in integrating acquired operations, diversions
of management resources, debt incurred in financing
these acquisitions (including the related possible
reduction in our credit ratings and increase in our
cost of borrowing), differing levels of internal control
effectiveness at the acquired entities and other unan-
ticipated problems and liabilities. Competition for
certain types of acquisitions, particularly Internet
properties, is significant. Even if successfully negoti-
ated, closed and integrated, certain acquisitions or
investments may prove not to advance our business
strategy and may fall short of expected return on
investment targets.
Divestitures also have inherent risks, includ-
ing possible delays in closing transactions (including
potential difficulties in obtaining regulatory
approvals), the risk of lower-than-expected sales pro-
ceeds for the divested businesses, and potential
post-closing claims for indemnification.
From time to time, we make non-controlling
minority investments in private entities. We may
have limited voting rights and an inability to influ-
ence the direction of such entities. Therefore, the
success of these ventures may be dependent upon the
efforts of our partners, fellow investors and licensees.
These investments are generally illiquid, and the
absence of a market restricts our ability to dispose of
them. If the value of the companies in which we
P.12 2006 ANNUAL REPORT – Part I
Part I – THE NEW YORK TIMES COMPANY P.13
invest declines, we may be required to take a charge
to earnings.
Changes in our credit ratings may affect our borrow-
ing costs.
Our short- and long-term debt is rated investment
grade by the major rating agencies. These invest-
ment-grade credit ratings afford us lower borrowing
rates in both the commercial paper markets and in
connection with senior debt offerings. To maintain
our investment-grade ratings, the credit rating agen-
cies require us to meet certain financial performance
ratios. Increased debt levels and/or decreased earn-
ings could result in downgrades in our credit ratings,
which, in turn, could impede access to the debt mar-
kets, reduce the total amount of commercial paper we
could issue, raise our commercial paper borrowing
costs and/or raise our long-term debt borrowing
rates. Our ability to use debt to fund major new
acquisitions or capital intensive internal initiatives
will be limited to the extent we seek to maintain
investment-grade credit ratings for our debt.
Sustained increases in costs of providing pension
and employee health and welfare benefits may
reduce our profitability.
Employee compensation and benefits, including pen-
sion expense, account for slightly more than 40% of
our total operating expenses. As a result, our prof-
itability is substantially affected by costs of pension
benefits and other employee benefits. We have
funded, qualified non-contributory defined benefit
retirement plans that cover substantially all employ-
ees, and non-contributory unfunded supplemental
executive retirement plans that supplement the cov-
erage available to certain executives. Two significant
elements in determining pension income or pension
expense are the expected return on plan assets and
the discount rate used in projecting benefit obliga-
tions. Large declines in the stock market and lower
rates of return could increase our expense and cause
additional cash contributions to the pension plans. In
addition, a lower discount rate driven by lower inter-
est rates would increase our pension expense.
Our Class B stock is principally held by descendants
of Adolph S. Ochs, through a family trust, and this
control could create conflicts of interest or inhibit
potential changes of control.
We have two classes of stock: Class A Common Stock
and Class B Common Stock. Holders of Class A
Common Stock are entitled to elect 30% of the Board
of Directors and to vote, with Class B common stock-
holders, on the reservation of shares for equity grants,
certain material acquisitions and the ratification of
the selection of our auditors. Holders of Class B
Common Stock are entitled to elect the remainder of
the Board and to vote on all other matters. Our
Class B Common Stock is principally held by descen-
dants of Adolph S. Ochs, who purchased The Times
in 1896. A family trust holds 88% of the Class B
Common Stock. As a result, the trust has the ability to
elect 70% of the Board of Directors and to direct the
outcome of any matter that does not require a vote of
the Class A Common Stock. Under the terms of the trust
agreement, trustees are directed to retain the Class B
Common Stock held in trust and to vote such stock
against any merger, sale of assets or other transaction
pursuant to which control of The Times passes from
the trustees, unless they determine that the primary
objective of the trust can be achieved better by the
implementation of such transaction. Because this con-
centrated control could discourage others from
initiating any potential merger, takeover or other
change of control transaction that may otherwise be
beneficial to our businesses, the market price of our
Class A Common Stock could be adversely affected.
Regulatory developments may result in increased costs.
All of our operations are subject to government regu-
lation in the jurisdictions in which they operate. Due
to the wide geographic scope of its operations, the
IHT is subject to regulation by political entities
throughout the world. In addition, our Web sites are
available worldwide and are subject to laws regulat-
ing the Internet both within and outside the United
States. We may incur increased costs for expenses
necessary to comply with existing and newly
adopted laws and regulations or penalties for any
failure to comply.
None.
ITEM 1B. UNRESOLVED STAFF COMMENTS.
The general character, location, terms of occupancy and approximate size of our principal plants and other
materially important properties as of December 31, 2006, are listed below.
Approximate Area in Approximate Area in
General Character of Property Square Feet (Owned) Square Feet (Leased)
News Media Group
Printing plants, business and editorial offices, garages and warehouse space located in:
New York, N.Y. 825,000
(1)
871,164
(1)
College Point, N.Y. 515,000
(2)
Edison, N.J. 1,300,000
(3)
Boston, Mass. 703,217 24,474
Billerica, Mass. 290,000
Other locations 1,600,600 561,353
Broadcast Media Group
(4)
Business offices, studios and transmitters at various locations 339,823 14,545
About.com 41,260
Total 3,758,640 3,327,796
(1)
The 871,164 square feet leased includes 714,000 square feet in our existing New York City headquarters, at 229 West 43rd St., which
we sold and leased back on December 27, 2004. The 825,000 square feet owned consists of space we own in our new headquarters,
which is currently under construction, and which we plan to occupy in the second quarter of 2007.
(2)
We are leasing a 31-acre site in College Point, N.Y., where our printing and distribution plant is located, and have the option to purchase
the property at any time prior to the end of the lease in 2019.
(3)
The Edison production and distribution facility is occupied pursuant to a long-term lease with renewal and purchase options. We plan to close
the Edison facility (see “Item 1 - Business – News Media Group – The New York Times Media Group – Production and Distribution,” above).
(4)
On January 3, 2007, we entered into an agreement to sell our Broadcast Media Group.
ITEM 2. PROPERTIES
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 head-
quarters through the third quarter of 2007. Our new
headquarters, which is currently being constructed in
the Times Square area and which we expect to occupy
in the second quarter of 2007, will contain approxi-
mately 1.54 million gross square feet of space, of
which 825,000 gross square feet is owned by us. We
plan to lease five floors, totaling approximately
155,000 square feet. For additional information on the
new headquarters, see Note 19 of the Notes to the
Consolidated Financial Statements.
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.
ITEM 3. LEGAL PROCEEDINGS
P.14 2006 ANNUAL REPORT – Part I
Not applicable.
EXECUTIVE OFFICERS OF THE REGISTRANT
Name Age Employed By Recent Position(s) Held as of March 1, 2007
Registrant Since
Corporate Officers
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)
198355Kenneth A. Richieri
Vice President (since 2003); Corporate Controller (since
January 8, 2007); Treasurer (2001 to January 8, 2007);
Assistant Treasurer (1997 to 2001)
198943R. Anthony Benten
Senior Vice President, Human Resources (since 2006); Vice
President, Human Resources, Starwood Hotels & Resorts,
and Executive Vice President, Starwood Hotels & Resorts
Worldwide, Inc. (2000 to 2006)
200651David K. Norton
Senior Vice President, Digital Operations (since 2005); Chief
Executive Officer, New York Times Digital (1999 to 2005)
199551Martin A. Nisenholtz
Senior Vice President and Chief Financial Officer (since
January 8, 2007); Chief Financial and Administrative Officer,
Martha Stewart Living Omnimedia, Inc. (2001 to 2006)
200747James M. Follo
Vice Chairman (since 1997); Publisher of the IHT (since
2003); Senior Vice President (1997 to 2004)
198457Michael Golden
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)
198356Janet L. Robinson
Chairman (since 1997) and Publisher of The Times
(since 1992)
197855Arthur Sulzberger, Jr.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Part I – THE NEW YORK TIMES COMPANY P.15
Name Age Employed By Recent Position(s) Held as of March 1, 2007
Registrant Since
Operating Unit Executives
(1)
Mr. Heekin-Canedy left the Company in 1989 and returned in 1992.
President and Chief Operating Officer, Regional Media Group
(since September 12, 2006); President and General Manager,
The Globe (2005 to September 12, 2006); President and
Chief Executive Officer, Fort Wayne Newspapers and
Publisher, News Sentinel (2002 to 2005)
200550Mary Jacobus
President and General Manager of The Times (since 2004);
Senior Vice President, Circulation of The Times (1999 to
2004)
1987
(1)
55Scott H. Heekin-Canedy
Publisher of The Globe (since September 12, 2006);
President and Chief Operating Officer, Regional Media Group
(2003 to September 12, 2006); Senior Vice President,
Regional Media Group (1999 to 2002)
198254P. Steven Ainsley
P.16 2006 ANNUAL REPORT – Part I
(a) MARKET INFORMATION
The Class A Common Stock is listed on the New York Stock Exchange. The Class B Common Stock is unlisted
and is not actively traded.
The number of security holders of record as of February 23, 2007, was as follows: Class A Common
Stock: 9,083; Class B Common Stock: 33.
Both classes of our common stock participate equally in our quarterly dividends. In 2006, dividends
were paid in the amount of $.165 per share in March and in the amount of $.175 per share in June,
September and December. In 2005, dividends were paid in the amount of $.155 per share in March and in the
amount of $.165 per share in June, September and December.
The market price range of Class A Common Stock was as follows:
Quarters Ended 2006 2005
High Low High Low
March $28.90 $25.30 $40.80 $35.56
June 25.70 22.88 36.58 30.74
September 24.54 21.58 34.59 30.00
December 24.87 22.29 30.17 26.36
Year 28.90 21.58 40.80 26.36
EQUITY COMPENSATION PLAN INFORMATION
Number of securities Number of securities remaining
to be issued upon Weighted average available for future issuance
exercise of outstanding exercise price of under equity compensation
options, warrants outstanding options, plans (excluding securities
Plan category and rights warrants and rights reflected in column (a))
(a) (b) (c)
Equity compensation
plans approved by
security holders
Stock options 32,192,000
(1)
$40 4,075,000
(2)
Employee Stock Purchase
Plan 7,992,000
(3)
Stock awards 750,000
(4)
474,000
(5)
Total 32,942,000 12,541,000
Equity compensation
plans not approved by
security holders None None None
(1)
Includes shares of Class A stock to be issued upon exercise of stock options granted under our 1991 Executive Stock Incentive Plan (the
“NYT Stock Plan”), our Non-Employee Directors’ Stock Option Plan and our 2004 Non-Employee Directors’ Stock Incentive Plan (the
“2004 Directors’ Plan”).
(2)
Includes shares of Class A stock available for future stock options to be granted under the NYT Stock Plan and the 2004 Directors Plan.
The 2004 Directors’ Plan provides for the issuance of up to 500,000 shares of Class A stock in the form of stock options or restricted
stock awards. The amount reported for stock options includes the aggregate number of securities remaining (approximately 368,000 as
of December 31, 2006) for future issuances under that plan.
(3)
Includes shares of Class A stock available for future issuance under our Employee Stock Purchase Plan.
(4)
Includes shares of Class A stock to be issued upon conversion of restricted stock units and retirement units under the NYT Stock Plan.
(5)
Includes shares of Class A stock available for stock awards under the NYT Stock Plan.
ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
Part II – THE NEW YORK TIMES COMPANY P.17
PART II
UNREGISTERED SALES OF EQUITY SECURITIES
On October 2, 2006, we issued 30 shares of Class A
Common Stock to a holder of 30 shares of
Class B Common Stock upon the conversion of such
Class B shares into Class A shares. The conversion,
which was in accordance with our Certificate of
Incorporation, did not involve a public offering and was
exempt from registration pursuant to Section 3(a)(9) of
the Securities Act of 1933, as amended.
Stock Performance Comparison Between S&P 500, The New York Times
Company's Class A Common Stock and Peer Group Common Stock
$140
50
60
70
90
80
130
120
110
12/31/01 12/31/0612/31/02 12/31/03 12/31/04 12/31/05
113
78
107
100
132
113
98
124
111
117
94
65
135
61
93
100
100
Peer Group
NYT
S&P 500
P.18 2006 ANNUAL REPORT – Part II
PERFORMANCE PRESENTATION
The following graph shows the annual cumulative
total stockholder return for the five years ending
December 31, 2006, on an assumed investment of
$100 on December 31, 2001, in the Company, the
Standard & Poor’s S&P 500 Stock Index and an index
of peer group communications companies. The peer
group returns are weighted by market capitalization
at the beginning of each year. The peer group is com-
prised of the Company and the following other
communications companies: Dow Jones & Company,
Inc., Gannett Co., Inc., Media General, Inc., The
McClatchy Company, Tribune Company and The
Washington Post Company. The five-year cumulative
total return graph excludes Knight Ridder, Inc. as a
result of its acquisition by The McClatchy Company
in 2006. Stockholder return is measured by dividing
(a) the sum of (i) the cumulative amount of dividends
declared for the measurement period, assuming
monthly reinvestment of dividends, and (ii) the dif-
ference between the issuer’s share price at the end
and the beginning of the measurement period by
(b) the share price at the beginning of the measure-
ment period. As a result, stockholder return includes
both dividends and stock appreciation.
(c) ISSUER PURCHASES OF EQUITY SECURITIES
(1)
Maximum Number
(or Approximate
Total Number of Dollar Value)
Shares of Class A of Shares of
Average Common Stock Class A Common
Total Number of Price Paid Purchased Stock that May
Shares of Class A Per Share of as Part of Publicly Yet Be Purchased
Common Stock Class A Announced Plans Under the Plans
Purchased Common Stock or Programs or Programs
Period (a) (b) (c) (d)
September 25, 2006-
October 29, 2006 427,432 $22.80 427,200 $98,450,000
October 30, 2006-
November 26, 2006 71,405 $23.47 71,200 $96,779,000
November 27, 2006-
December 31, 2006 172,481 $24.25 130,300 $93,692,000
Total for the fourth quarter of 2006 671,318
(2)
$23.24 628,700 $93,692,000
(1)
Except as otherwise noted, all purchases were made pursuant to our publicly announced share repurchase program. On April 13, 2004,
our Board of Directors (the “Board”) authorized repurchases in an amount up to $400 million. As of February 23, 2007, we had authoriza-
tion from the Board to repurchase an amount of up to approximately $94 million of our Class A Common Stock. The Board has authorized
us to purchase shares from time to time as market conditions permit. There is no expiration date with respect to this authorization.
(2)
Includes 42,618 shares withheld from employees to satisfy tax withholding obligations upon the vesting of restricted shares/stock units
awarded under the NYT Stock Plan. The shares were repurchased by us pursuant to the terms of the plan and not pursuant to our publicly
announced share repurchase program.
Part II – THE NEW YORK TIMES COMPANY P.19
The information presented in the following table of Selected Financial Data has been adjusted to reflect the
restatement of our financial results that is described in the Explanatory Note immediately preceding Part I of
this Annual Report on Form 10-K. We have not amended our previously filed Annual Reports on Form 10-K
for the periods affected by this restatement. The financial information that has been previously filed or other-
wise reported for those periods is superseded by the information in this Annual Report, and the financial
statements and related financial information contained in such previously filed reports should no longer be
relied upon.
See “Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of
Operations” and Note 2 (Restatement of Financial Statements) of the Notes to the Consolidated Financial
Statements for more detailed information regarding the restatement.
The Selected Financial Data should be read in conjunction with “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” and the Consolidated Financial Statements and
the related Notes. The Broadcast Media Group’s results of operations have been presented as discontinued
operations, and certain assets and liabilities are classified as held for sale for all periods presented (see Note 5
of the Notes to the Consolidated Financial Statements). The page following the table shows certain items
included in Selected Financial Data. All per share amounts on that page are on a diluted basis.
As of and for the Years Ended
December 31, December 25, December 26, December 28, December 29,
(In thousands, except per 2006 2005 2004 2003 2002
share and employee data) (Restated)
(1)
(Restated)
(1)
(Restated)
(1)
(Restated)
(1)
Statement of Operations Data
Revenues $3,289,903 $3,231,128 $3,159,412 $3,091,546 $2,938,997
Total expenses 2,996,081 2,911,578 2,696,799 2,595,215 2,446,045
Impairment of intangible assets 814,433 ———
Gain on sale of assets 122,946
Operating (loss)/profit (520,611) 442,496 462,613 496,331 492,952
Interest expense, net 50,651 49,168 41,760 44,757 45,435
(Loss)/income from continuing
operations before income taxes
and minority interest (551,922) 407,546 429,305 456,628 440,187
(Loss)/income from continuing
operations (568,171) 243,313 264,985 277,731 264,917
Discontinued operations,
net of income taxes –
Broadcast Media Group 24,728 15,687 22,646 16,916 29,265
Cumulative effect of a change
in accounting principle,
net of income taxes (5,527)
Net (loss)/income (543,443) 253,473 287,631 294,647 294,182
Balance Sheet Data
Property, plant and equipment – net $ 1,375,365 $1,401,368 $1,308,903 $1,215,265 $ 1,170,721
Total assets 3,855,928 4,564,078 3,994,555 3,854,659 3,697,491
Total debt, including
commercial paper, capital lease
obligations and construction loan 1,445,928 1,396,380 1,058,847 955,302 958,249
Stockholders’ equity 819,842 1,450,826 1,354,361 1,353,585 1,229,303
P.20 2006 ANNUAL REPORT – Selected Financial Data
ITEM 6. SELECTED FINANCIAL DATA
As of and for the Years Ended
December 31, December 25, December 26, December 28, December 29,
(In thousands, except per 2006 2005 2004 2003 2002
share and employee data) (Restated)
(1)
(Restated)
(1)
(Restated)
(1)
(Restated)
(1)
Per Share of Common Stock
Basic (loss)/earnings per share
(Loss)/income from continuing
operations $ (3.93) $ 1.67 $ 1.80 $ 1.85 $ 1.75
Discontinued operations,
net of income taxes –
Broadcast Media Group 0.17 0.11 0.15 0.11 0.19
Cumulative effect of a change
in accounting principle,
net of income taxes (0.04)
Net (loss)/income $ (3.76) $ 1.74 $ 1.95 $ 1.96 $ 1.94
Diluted (loss)/earnings per share
(Loss)/income from continuing
operations $ (3.93) $ 1.67 $ 1.78 $ 1.82 $ 1.71
Discontinued operations,
net of income taxes –
Broadcast Media Group 0.17 0.11 0.15 0.11 0.19
Cumulative effect of a change
in accounting principle,
net of income taxes (0.04)
Net (loss)/income $ (3.76) $ 1.74 $ 1.93 $ 1.93 $ 1.90
Dividends per share $.69$ .65 $ .61 $ .57 $ .53
Stockholders’ equity per share $5.67 $ 9.95 $ 9.07 $ 8.86 $ 7.94
Average basic shares outstanding 144,579 145,440 147,567 150,285 151,563
Average diluted shares outstanding 144,579 145,877 149,357 152,840 154,805
Key Ratios
Operating (loss)/profit to revenues –16% 14% 15% 16% 17%
Return on average common
stockholders’ equity –48% 18% 21% 23% 25%
Return on average total assets –13% 6% 7% 8% 8%
Total debt to total capitalization 64% 49% 44% 41% 44%
Current assets to current liabilities .91 .95 .84 1.23 1.22
Ratio of earnings to fixed charges
(2)
6.22 8.11 8.65 8.51
Full-Time Equivalent Employees 11,585 11,965 12,300 12,400 12,150
(1)
The Selected Financial Data has been adjusted to reflect the restatement described in Note 2 of the Notes to the Consolidated Financial
Statements. The beginning Retained Earnings adjustment for fiscal 2002 was $14.2 million.
(2)
Earnings were inadequate to cover fixed charges by $573 million for the year ended December 31, 2006, as a result of a non-cash
impairment charge of $814.4 million ($735.9 million after tax).
Selected Financial Data – THE NEW YORK TIMES COMPANY P.21
The items below are included in the Selected
Financial Data.
2006 (53-week fiscal year)
The items below had an unfavorable effect on our
results of $877.3 million or $5.34 per share.
an $814.4 million pre-tax, non–cash charge
($735.9 million after tax, or $5.09 per share) for the
impairment of goodwill and other intangible assets
at the New England Media Group.
a $34.3 million pre-tax charge ($19.6 million after
tax, or $.14 per share) for staff reductions.
a $20.8 million pre-tax charge ($11.5 million after
tax, or $.08 per share) for accelerated depreciation
of certain assets at the Edison, N.J., printing plant,
which we are in the process of closing.
a $7.8 million pre-tax loss ($4.3 million after tax, or
$.03 per share) from the sale of our 50% ownership
interest in Discovery Times Channel.
2005
The items below increased net income by $5.2 million
or $.04 per share.
a $122.9 million pre-tax gain resulting from the
sales of our current headquarters ($63.3 million
after tax, or $.43 per share) as well as property in
Florida ($5.0 million after tax, or $.03 per share).
a $57.8 million pre-tax charge ($35.3 million after
tax, or $.23 per share) for staff reductions.
a $32.2 million pre-tax charge ($21.9 million after
tax, or $.15 per share) related to stock-based
compensation expense. The expense in 2005 was
significantly higher than in prior years due to our
adoption of Financial Accounting Standards Board
(“FASB”) Statement of Financial Accounting
Standards (“FAS”) No. 123 (revised 2004), Share-
Based Payment (“FAS 123-R”), in 2005.
a $9.9 million pre-tax charge ($5.5 million after tax, or
$.04 per share) for costs associated with the cumula-
tive effect of a change in accounting principle related
to the adoption of FASB Interpretation No.
(“FIN”) 47, Accounting for Conditional Asset
Retirement Obligations – an interpretation of FASB
Statement No. 143. A portion of the charge has been
reclassified to conform to the 2006 presentation of the
Broadcast Media Group as a discontinued operation.
2004
There were no items of the type discussed here in 2004.
2003
The item below increased net income by $8.5 million,
or $.06 per share.
a $14.1 million pre-tax gain related to a reimburse-
ment of remediation expenses at one of our
printing plants.
2002
The item below reduced net income by $7.7 million,
or $.05 per share.
a $12.6 million pre-tax charge for staff reductions.
P.22 2006 ANNUAL REPORT – Selected Financial Data
Impact of Restatement – THE NEW YORK TIMES COMPANY P.23
IMPACT OF RESTATEMENT
The impact of the restatement and a comparison to the amounts originally reported are detailed in the follow-
ing tables. The Broadcast Media Group’s results of operations have been presented as discontinued operations
and certain assets and liabilities are classified as held for sale for all periods presented (see Note 5 of the Notes
to the Consolidated Financial Statements). In order to more clearly disclose the impact of the restatement on
reported results, the impact of this reclassification is separately shown below in the column labeled
“Discontinued Operations.”
As of and for the Years Ended
December 25, 2005 December 26, 2004
(In thousands, except
As Discontinued Restatement Reclassified As Discontinued Restatement Reclassified
per share data)
Reported Operations Adjustments and Restated Reported Operations Adjustments and Restated
Statement of Operations Data
Revenues $ 3,372,775 $ (139,055) $ (2,592) $3,231,128 $3,303,642 $ (145,627) $ 1,397 $3,159,412
Total expenses 3,014,667 (111,914) 8,825 2,911,578 2,793,689 (107,244) 10,354 2,696,799
Gain on sale of assets 122,946 122,946
Operating profit 481,054 (27,141) (11,417) 442,496 509,953 (38,383) (8,957) 462,613
Interest expense, net 49,168 49,168 41,760 41,760
Income from continuing
operations before income
taxes and minority interest 446,104 (27,141) (11,417) 407,546 476,645 (38,383) (8,957) 429,305
Income from continuing
operations 265,605 (16,012) (6,280) 243,313 292,557 (22,646) (4,926) 264,985
Discontinued operations,
net of income taxes –
Broadcast Media Group 15,687 15,687 22,646 22,646
Cumulative effect of a change
in accounting principle,
net of income taxes (5,852) 325 (5,527)
Net income 259,753 (6,280) 253,473 292,557 (4,926) 287,631
Balance Sheet Data
Property, plant and
equipment – net $1,468,403 $ (67,035) $ $1,401,368 $ 1,367,384 $ (58,481) $ $1,308,903
Total assets 4,533,037 31,041 4,564,078 3,949,857 44,698 3,994,555
Total debt, including
commercial paper and
capital lease obligations 1,396,380 1,396,380 1,058,847 1,058,847
Stockholders’ equity 1,516,248 (65,422) 1,450,826 1,400,542 (46,181) 1,354,361
Per Share of Common Stock
Basic earnings per share
Income from
continuing operations $ 1.83 $ (0.11) $ (0.05) $ 1.67 $ 1.98 $ (0.15) $ (0.03) $ 1.80
Discontinued operations,
net of income taxes –
Broadcast Media Group 0.11 0.11 0.15 0.15
Cumulative effect of a change
in accounting principle,
net of income taxes (0.04) (0.04)
Net income $ 1.79 $ $ (0.05) $ 1.74 $ 1.98 $ $ (0.03) $ 1.95
Diluted earnings per share
Income from continuing
operations $ 1.82 $ (0.11) $ (0.04) $ 1.67 $ 1.96 $ (0.15) $ (0.03) $ 1.78
Discontinued operations,
net of income taxes –
Broadcast Media Group 0.11 0.11 0.15 0.15
Cumulative effect of a change
in accounting principle,
net of income taxes (0.04) (0.04)
Net income $ 1.78 $ $ (0.04) $ 1.74 $ 1.96 $ $ (0.03) $ 1.93
Dividends per share $ .65 N/A N/A $ .65 $ .61 N/A N/A $ .61
Stockholders’ equity
per share $ 10.39 N/A N/A $ 9.95 $ 9.38 N/A N/A $ 9.07
Average basic shares
outstanding 145,440 N/A N/A 145,440 147,567 N/A N/A 147,567
Average diluted shares
outstanding 145,877 N/A N/A 145,877 149,357 N/A N/A 149,357
As of and for the Years Ended
December 28, 2003 December 29, 2002
(In thousands, except
As Discontinued Restatement Reclassified As Discontinued Restatement Reclassified
per share data)
Reported Operations Adjustments and Restated Reported Operations Adjustments and Restated
Statement of Operations Data
Revenues $ 3,227,200 $(129,196) $ (6,458) $3,091,546 $ 3,079,007 $(139,636) $ (374) $2,938,997
Total expenses 2,687,650 (100,537) 8,102 2,595,215 2,534,139 (97,838) 9,744 2,446,045
Operating profit 539,550 (28,659) (14,560) 496,331 544,868 (41,798) (10,118) 492,952
Interest expense, net 44,757 44,757 45,435 45,435
Income from continuing
operations before income
taxes and minority interest 499,847 (28,659) (14,560) 456,628 492,103 (41,798) (10,118) 440,187
Income from continuing
operations 302,655 (16,916) (8,008) 277,731 299,747 (29,265) (5,565) 264,917
Discontinued operations,
net of income taxes –
Broadcast Media Group 16,916 16,916 29,265 29,265
Net income 302,655 (8,008) 294,647 299,747 (5,565) 294,182
Balance Sheet Data
Property, plant and
equipment – net $1,275,128 $ (59,863) $ $1,215,265 $1,233,658 $ (62,937) $ $ 1,170,721
Total assets 3,801,716 52,943 3,854,659 3,633,842 63,649 3,697,491
Total debt, including
commercial paper and
capital lease obligations 955,302 955,302 958,249 958,249
Stockholders’ equity 1,392,242 (38,657) 1,353,585 1,269,307 (40,004) 1,229,303
Per Share of Common Stock
Basic earnings per share
Income from continuing
operations $ 2.01 $ (0.11) $ (0.05) $ 1.85 $ 1.98 $ (0.19) $ (0.04) $ 1.75
Discontinued operations,
net of income taxes –
Broadcast Media Group 0.11 0.11 0.19 0.19
Net income $ 2.01 $ $ (0.05) $ 1.96 $ 1.98 $ $ (0.04) $ 1.94
Diluted earnings per share
Income from continuing
operations $ 1.98 $ (0.11) $ (0.05) $ 1.82 $ 1.94 $ (0.19) $ (0.04) $ 1.71
Discontinued operations,
net of income taxes –
Broadcast Media Group 0.11 0.11 0.19 0.19
Net income $ 1.98 $ $ (0.05) $ 1.93 $ 1.94 $ $ (0.04) $ 1.90
Dividends per share $ .57 N/A N/A $ .57 $ .53 N/A N/A $ .53
Stockholders’ equity
per share $ 9.11 N/A N/A $ 8.86 $ 8.20 N/A N/A $ 7.94
Average basic shares
outstanding 150,285 N/A N/A 150,285 151,563 N/A N/A 151,563
Average diluted shares
outstanding 152,840 N/A N/A 152,840 154,805 N/A N/A 154,805
P.24 2006 ANNUAL REPORT – Impact of Restatement
RESTATEMENT OF FINANCIAL STATEMENTS
The following “Management’s Discussion and
Analysis of Financial Condition and Results of
Operations” reflects the restatements discussed below
and in Note 2 of the Notes to the Consolidated
Financial Statements.
In this Annual Report on Form 10-K, we are
restating the Consolidated Balance Sheet as of
December 25, 2005, the Consolidated Statements of
Operations, Consolidated Statements of Cash Flows
and Consolidated Statements of Changes in
Stockholders’ Equity for the 2005 and 2004 fiscal years,
and Quarterly Information (Unaudited) for the first
three quarters of 2006 and all of fiscal 2005. We have not
amended our previously filed Annual Reports on
Form 10-K for the periods affected by this restatement.
See “Item 6 – Selected Financial Data” and Note 2
(Restatement of Financial Statements) of the Notes to
the Consolidated Financial Statements for more
detailed information regarding the restatement and the
changes to the previously issued financial statements.
The previously issued financial statements
are being restated because we have determined that
they contain errors in accounting for pension and
postretirement liabilities. The reporting errors arose
principally from the treatment of pension and benefits
plans established pursuant to collective bargaining
agreements between the Company and its subsidiaries,
on the one hand, and The New York Times Newspaper
Guild, on the other, as multi-employer plans. The
plans’ participants include employees of The New York
Times and a Company subsidiary, as well as employees
of the plans’ administrator. We have concluded that,
under accounting principles generally accepted in the
United States of America (“GAAP”), the plans should
have been accounted for as single-employer plans. The
main effect of the change is that we must account for
the present value of projected future benefits to be pro-
vided under the plans. Previously, we had recorded the
expense of our annual contributions to the plans. While
the calculations will increase our reported expense, the
accounting changes will not materially increase our
funding obligations, which are regulated by our collec-
tive bargaining agreements with the union.
The restatement also reflects the effect of
other unrecorded adjustments that were previously
determined to be immaterial, mainly related to
accounts receivable allowances and accrued expenses.
Management’s Discussion and Analysis of Financial Condition and Results of Operations – THE NEW YORK TIMES COMPANY P.25
The annual and quarterly earnings per share (“EPS”) impact of the restatement for the three-year period
ending December 31, 2006, is as follows:
Quarter
First Second Third Fourth Year
2006 Basic and Diluted EPS
As Reported – Basic$0.24 $0.42 $0.10 N/A N/A
As Restated – Basic$0.22 $0.41 $0.09 N/A N/A
As Reported – Diluted $0.24 $0.42 $0.10 N/A N/A
As Restated – Diluted $0.22 $0.41 $0.09 N/A N/A
2005 Basic and Diluted EPS
As Reported – Basic$0.76 $ 0.42 $0.16 $0.45 $1.79
As Restated – Basic$0.75 $0.41 $0.15 $0.44 $1.74
As Reported – Diluted $0.76 $ 0.42 $0.16 $0.45 $1.78
As Restated – Diluted $0.75 $0.41 $0.15 $0.43 $1.74
2004 Basic and Diluted EPS
As Reported – Basic$0.39 $0.51 $0.33 $0.76 $1.98
As Restated – Basic$0.38 $0.50 $0.32 $0.75 $1.95
As Reported – Diluted $0.38 $0.50 $0.33 $0.75 $1.96
As Restated – Diluted $0.38 $0.49 $0.32 $0.74 $1.93
The cumulative effect of the restatement resulted in a
reduction in stockholder’s equity of approximately
$65 million as of December 25, 2005. See Note 2 of the
Notes to the Consolidated Financial Statements.
ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
EXECUTIVE OVERVIEW
We are a leading media and news organization serving our audiences through print, online and mobile tech-
nology. Our segments and divisions are:
News Media Group
The New York Times Media Group, including:
The New York Times,
NYTimes.com,
the International Herald Tribune and
WQXR-FM and WQEW-AM, two New York City radio stations
New England Media Group, including:
The Boston Globe,
Boston.com and
the Worcester Telegram & Gazette
Regional Media Group, including:
14 daily newspapers and their related digital and print operations.
About.com
Our revenues were $3.3 billion in 2006. The percent-
age of revenues contributed by division is below.
News Media Group
The News Media Group generates revenues princi-
pally from print, online, and radio advertising and
through circulation. Other revenues, which make up
the remainder of its revenues, primarily consist of
revenues from wholesale delivery operations, news
services, digital archives, TimesSelect, commercial
printing and direct marketing. The News Media
Group’s main operating expenses are employee-
related costs and raw materials, primarily newsprint.
News Media Group revenues in 2006 by cat-
egory and percentage share are below.
About.com
About.com generates revenues from display adver-
tising that is relevant to its adjacent content,
cost-per-click advertising (sponsored links for which
About.com is paid when a user clicks on the ad), and
e-commerce. Almost all of its revenues (95% in 2006)
are derived from the sale of advertisements (display
and cost-per-click advertising). Cost-per-click adver-
tising accounted for 50% of About.com’s total
advertising revenues. About.com’s main operating
expenses are employee-related costs and content and
hosting costs.
28%
Circulation Revenues
7%
Other Revenues
65%
Advertising Revenues
63%
The New York Times
Media Group
19%
New England Media Group
15%
Regional Media Group
3%
About.com
P.26 2006 ANNUAL REPORT – Executive Overview
Broadcast Media Group
On January 3, 2007, we entered into an agreement to
sell our Broadcast Media Group, consisting of nine net-
work-affiliated television stations, their related Web
sites and the digital operating center, for $575 million.
The transaction is subject to regulatory approvals and
is expected to close in the first half of 2007. The results
of the Broadcast Media Group are reported as discon-
tinued operations.
Joint Ventures
The Company’s investments accounted for under the
equity method are as follows:
a 49% interest in Metro Boston LLC, which publishes
a free daily newspaper catering to young profession-
als and students in the Greater Boston area,
a 49% interest in a Canadian newsprint company,
Donohue Malbaie Inc.,
a 40% interest in a partnership, Madison Paper
Industries, operating a supercalendered paper mill
in Maine, and
an approximately 17% interest in New England
Sports Ventures, which owns the Boston Red Sox,
Fenway Park and adjacent real estate, approxi-
mately 80% of the New England Sports Network, a
regional cable sports network, and 50% of Roush
Fenway Racing, a leading NASCAR team.
Business Environment
We operate in the highly competitive media industry.
We believe that a number of factors and industry trends
have had, and will continue to have, a fundamental
effect on our business and prospects. These include:
Increasing competition
Competition for advertising revenue that our busi-
nesses face affects our ability both to attract and
retain advertisers and consumers and to maintain or
increase our advertising rates. We expect technologi-
cal developments will continue to increase the
number of media choices, intensifying the challenges
posed by audience fragmentation.
We have expanded and will continue to
expand our online and mobile offerings; however,
most of our revenues are currently from traditional
print products. Our print advertising revenues have
declined. We believe that this decline, particularly in
classified advertising, is due to a shift to online media
or to other forms of media and marketing.
Economic conditions
Our advertising revenues, which account for
approximately 65% of our News Media Group
revenues, are susceptible to economic swings.
National and local economic conditions, particularly
in the New York City and Boston metropolitan
regions, affect the level of our national, classified and
retail advertising revenue.
In addition, a significant portion of our
advertising revenues comes from the studio enter-
tainment, department store, and automotive sectors.
Consolidation among key advertisers in these and
other categories as well as changes in spending prac-
tices or priorities has depressed, and may continue to
depress, our advertising revenue. We believe that cat-
egories that have historically generated significant
amounts of advertising revenues for our businesses
are likely to continue to be challenged in 2007. These
include studio entertainment, telecommunications,
and help-wanted and automotive classified advertis-
ing and, within the New England Media Group,
department store advertising.
Circulation
Circulation is another significant source of revenue for
us. In recent years, we, along with the newspaper
industry as a whole, have experienced difficulty
increasing circulation volume and revenues. This is due
to, among other factors, increased competition from
new media formats and sources, and shifting prefer-
ences among some consumers to receive all or a portion
of their news from sources other than a newspaper.
Expenses
Our most significant expenses are for
compensation–related costs and raw materials, which
account for approximately 52% of total costs and
expenses. Changes in the price of newsprint or in
compensation–related expenses can materially affect
our operating results.
For a discussion of these and other factors
that could affect our results of operations and finan-
cial conditions, see “Forward-Looking Statements”
and “Item 1A – Risk Factors.”
Our Strategy
We anticipate that these challenges will continue, and
we believe that the following elements are key to our
efforts to address them.
New products and services
We are addressing the increasingly fragmented
media landscape by building on the strength of our
brands, particularly of The New York Times. To fur-
ther leverage these brands, we have introduced and
will continue to introduce a number of new products
and services in print and online. In 2006, these
included new specialty magazines in New York and
Boston, zoned and special sections across other
properties, new ad placements, including section
Executive Overview – THE NEW YORK TIMES COMPANY P.27
fronts at nearly all of our newspapers, and new
weekly newspapers in our Regional Media Group.
Online, we redesigned NYTimes.com,
increased editorial content at About.com
through increased guides, launched a local search
product on Boston.com, and acquired Baseline
StudioSystems, the primary business-to-business
supplier of proprietary entertainment information
to the film and television industries.
On February 14, 2007, we announced a
strategic alliance with Monster Worldwide, Inc. to
further build our online recruitment product offering.
We expect our revenues from Internet-
related businesses, including About.com,
NYTimes.com, Boston.com, iht.com and the sites
associated with our regional newspapers, to grow
approximately 30 percent to approximately $350 mil-
lion in 2007, mainly from organic growth.
Leadership in content categories
In addition to reinforcing our leadership in our indi-
vidual properties, we seek to maintain and develop
leadership in key content categories, such as enter-
tainment, luxury real estate and travel, categories we
believe appeal to our distinctive audience and will
deepen their engagement with our products.
Through the 2005 acquisition of About.com,
we gained leadership in a number of online “verti-
cals.” One of the top 15 most visited Web sites in 2006,
About.com is the third-largest commercial health
channel and third-largest food channel on the
Internet, according to Nielsen//NetRatings. In
September, we strengthened its health offerings by
acquiring Calorie-Count.com, a site that offers weight
loss tools and nutritional information.
Innovation
In 2006, we implemented a research and develop-
ment capability to better help us anticipate consumer
preferences. This initiative is closely linked to our
operating units so that its work can have both near-
and long-term business impact. As a result of these
efforts, in 2006, we launched new mobile Web sites in
New York, Boston and Gainesville.
Rebalanced portfolio
We continuously evaluate our businesses to determine
whether they are meeting their targets for financial
performance, growth and return on investment and
whether they remain relevant to our strategy.
As a result of this analysis, in October 2006,
we sold our investment in Discovery Times Channel.
On January 3, 2007, we entered into an agreement
to sell our Broadcast Media Group to allow us to focus
on developing our print and digital businesses. In the
first quarter of 2007, we expect to complete the sale of
one of our two radio stations.
At the same time, we have made selective
acquisitions and investments, such as the acquisi-
tions of Baseline and Calorie-Count.com.
Expense management
Managing expenses is a key component of our strat-
egy. We continuously review our expense structure to
ensure that we are operating our businesses effi-
ciently. We focus on reducing costs by streamlining
our operations, freeing up resources and achieving
cost benefits from productivity gains.
In 2006, our cost-control efforts principally
addressed employee-related costs and newsprint
expense, our main operating expenses. We have
implemented staff reductions, partially offset by
increases from acquisitions and hiring in critical
areas. We continually monitor newsprint prices,
which are subject to supply and demand market con-
ditions, and have adopted a number of measures to
reduce newsprint consumption.
As part of our efforts to reduce costs, in July
2006, we announced plans to consolidate our New York
metro area printing into our newer facility in College
Point, N.Y., and to close our older Edison, N.J., facility.
We also announced that we would reduce the size of all
editions of The Times, with the printed page decreasing
from 13.5 by 22 inches to 12 by 22 inches. We expect to
complete the reduction in the third quarter of 2007 and
the plant consolidation in the second quarter of 2008.
With the plant consolidation, we expect to
save $30 million in lower operating costs annually and
to avoid the need for approximately $50 million in
capital investment at the Edison facility over the next
10 years. We expect to incur capital expenditures of
$135 million related to the plant consolidation.
As part of the plant consolidation, we expect
a workforce reduction of approximately 250 full-time
equivalent employees. We have identified total costs
to close the Edison facility in the range of $104 million
to $128 million, principally consisting of accelerated
depreciation charges, as well as staff reduction
charges and plant restoration costs. We expect to exit
the facility in the second quarter of 2008 and, depend-
ing on the disposition of the property, may recognize
additional charges with respect to our lease, which
continues through 2018.
With the web-width reduction, we expect
to save more than $10 million annually from
decreased newsprint consumption. We expect to
incur capital expenditures of $15 million related
to the reduction.
P.28 2006 ANNUAL REPORT – Executive Overview
2007 Expectations
The key financial measures for 2007 discussed in the table below are computed under GAAP.
Item 2007 Expectation
Newsprint cost per ton Decline in the low-single digits
Depreciation & amortization $195 to $205 million
(1)
Net income from joint ventures $10 to $15 million
Interest expense $48 to $52 million
Capital expenditures $340 to $370 million
(2)
Cost savings and productivity gains $65 to $75 million
(3)
(1)
Includes $45 to $48 million of accelerated depreciation expense associated with the consolidation of the New York metro area printing
plants and depreciation expense of approximately $16 to $19 million for the new headquarters building in the second half of 2007.
(2)
Includes $170 to $190 million for our new headquarters building and $75 million for the plant consolidation.
(3)
Excludes certain one-time expenses, mainly staff reduction costs.
Executive Overview – THE NEW YORK TIMES COMPANY P.29
We are nearing completion of our new head-
quarters building in New York City, which we expect
to occupy in the second quarter of 2007. The midtown
Manhattan real estate market has improved
significantly since we began development. Because of
staff reductions and the housing of some depart-
ments in lower cost office space, we are now planning
to lease five floors, totaling approximately 155,000
square feet, or one-fifth of our space.
RESULTS OF OPERATIONS
Overview
Unless stated otherwise, all references to 2006, 2005 and 2004 refer to our fiscal years ended, or the dates as of,
December 31, 2006, December 25, 2005, and December 26, 2004. Fiscal year 2006 comprises 53 weeks and fiscal
years 2005 and 2004 each comprise 52 weeks. The effect of the 53rd week (“additional week”) on revenues,
costs and expenses is discussed below.
The results for the fiscal year 2006 include the effect of a non-cash charge for the impairment of good-
will and other intangible assets at the New England Media Group. See “– Impairment of Intangible Assets”
below for a detailed discussion of the impairment charge. The following discussion reflects the restatements
discussed above and in Note 2 of the Notes to the Consolidated Financial Statements.
% Change
2006 2005 2004 05-04
(In thousands) (Restated) (Restated) 06-05 (Restated)
Revenues
Advertising $2,153,936 $2,139,486 $ 2,053,378 0.74.2
Circulation 889,722 873,975 883,995 1.8(1.1)
Other 246,245 217,667 222,039 13.1(2.0)
Total revenues 3,289,903 3,231,128 3,159,412 1.82.3
Costs and expenses
Production costs:
Raw materials 330,833 321,084 296,594 3.08.3
Wages and benefits 665,304 652,216 635,087 2.02.7
Other 533,392 495,588 474,978 7.64.3
Total production costs 1,529,529 1,468,888 1,406,659 4.14.4
Selling, general and
administrative expenses 1,466,552 1,442,690 1,290,140 1.711.8
Total costs and expenses 2,996,081 2,911,578 2,696,799 2.98.0
Impairment of intangible
assets 814,433 ——N/AN/A
Gain on sale of assets 122,946 N/A N/A
Operating (loss)/profit (520,611) 442,496 462,613 * (4.3)
Net income from joint ventures 19,340 10,051 240 92.4*
Interest expense, net 50,651 49,168 41,760 3.017.7
Other income 4,167 8,212 N/A (49.3)
(Loss)/income from continuing
operations before income
taxes and minority interest (551,922) 407,546 429,305 * (5.1)
Income taxes 16,608 163,976 163,731 (89.9) 0.1
Minority interest in net loss/
(income) of subsidiaries 359 (257) (589) * (56.4)
(Loss)/income from continuing
operations (568,171) 243,313 264,985 * (8.2)
Discontinued operations,
net of income taxes-
Broadcast Media Group 24,728 15,687 22,646 57.6(30.7)
Cumulative effect of a change
in accounting principle,
net of income taxes (5,527) N/A N/A
Net (loss)/income $ (543,443) $ 253,473 $ 287,631 * (11.9)
*
Represents an increase or decrease in excess of 100%.
P.30 2006 ANNUAL REPORT – Results of Operations
Revenues
Revenues by reportable segment and for the Company as a whole were as follows:
% Change
2006 2005 2004 06-05 05-04
(In millions) (Restated) (Restated) (Restated)
Revenues
News Media Group $3,209.7 $ 3,187.2 $3,159.40.70.9
About.com (from March 18, 2005) 80.2 43.9—82.5N/A
Total $3,289.9 $3,231.1 $3,159.41.82.3
News Media Group
Advertising, circulation and other revenues by division of the News Media Group and for the Group as a
whole were as follows:
% Change
2006 2005 2004 06-05 05-04
(In millions) (Restated) (Restated) (Restated)
The New York Times Media Group
Advertising $1,268.6 $1,262.2 $1,222.10.53.3
Circulation 637.1 615.5 615.93.5(0.1)
Other 171.6 157.0 165.09.3(4.8)
Total $2,077.3 $2,034.7 $2,003.02.11.6
New England Media Group
Advertising $ 425.7 $467.6$481.6(9.0) (2.9)
Circulation 163.0 170.7 181.0(4.5) (5.7)
Other 46.6 37.038.025.9(2.6)
Total $ 635.3 $675.3$700.6(5.9) (3.6)
Regional Media Group
Advertising $383.2 $367.5 $ 349.74.35.1
Circulation 89.6 87.887.12.10.8
Other 24.3 21.919.011.114.8
Total $497.1 $ 477.2 $ 455.84.24.7
Total News Media Group
Advertising $2,077.5 $ 2,097.3 $2,053.4(0.9) 2.1
Circulation 889.7 874.0 884.01.8(1.1)
Other 242.5 215.9 222.012.3(2.8)
Total $3,209.7 $ 3,187.2 $3,159.40.70.9
Advertising Revenue
Advertising revenue is primarily determined by the
volume, rate and mix of advertisements. In 2006,
News Media Group advertising revenues decreased
compared to 2005 primarily due to lower print vol-
ume, which was partially offset by the effect of the
additional week in fiscal 2006 as well as higher rates
and higher online advertising revenues. Print
advertising revenues declined 2.7% while online
advertising revenues increased 27.1%.
In 2005, advertising revenues increased due
to higher advertising rates and a 29.5% growth in
online advertising revenues, partially offset by lower
print volume due to a weak print advertising market.
Results of Operations – THE NEW YORK TIMES COMPANY P.31
During the last few years, our results have been adversely affected by a weak print advertising environment.
Print advertising volume for the News Media Group was as follows:
(Inches in thousands, preprints % Change
in thousands of copies) 2006 2005 2004 06-05 05-04
News Media Group
National 2,399.5 2,468.4 2,512.4(2.8) (1.7)
Retail 6,396.3 6,511.7 6,541.8(1.8) (0.5)
Classified 9,509.4 9,532.2 9,675.5(0.2) (1.5)
Part Run/Zoned 1,989.8 2,087.3 2,215.6(4.7) (5.8)
Total 20,295.0 20,599.6 20,945.3(1.5) (1.7)
Preprints 2,963,946 2,979,723 2,897,241 (0.5) 2.8
Advertising revenues (print and online) by category for the News Media Group were as follows:
% Change
2006 2005 2004 06-05 05-04
(In millions) (Restated) (Restated) (Restated)
News Media Group
National $938.2 $ 948.4 $ 926.3(1.1) 2.4
Retail 495.4 499.8 490.5(0.9) 1.9
Classified 578.7 590.5 579.5(2.0) 1.9
Other 65.2 58.657.111.42.6
Total $2,077.5 $2,097.3 $2,053.4(0.9) 2.1
The New York Times Media Group
Advertising revenues were slightly higher in 2006
than 2005 primarily due to higher rates and the effect
of the additional week partially offset by lower print
volume. Online advertising increased in the retail,
national and classified categories. These increases
were offset by declines in the automotive and help-
wanted classified categories, as well as national and
retail print advertising categories.
In 2006, national advertising, which
represented 64% of the Group’s advertising revenues,
was on a par with the prior year. This was principally
the result of reduced spending in the studio entertain-
ment and national automotive categories offset by
revenues from the additional week as well as growth in
a number of national ad categories including advocacy,
American fashion and pharmaceutical. Classified
advertising, which represented 20% of the Group’s
advertising revenues, was on a par with the prior year
as weakness in automotive and help-wanted advertis-
ing offset strong gains in real estate advertising and
revenues from the additional week. Retail advertising,
which represented 14% of the Group’s advertising rev-
enues, was on a par with the prior year mainly because
of revenues from the additional week.
Advertising revenues were higher in 2005
than 2004 mainly due to increases in the retail and
national advertising categories and growth in our
online revenue partially offset by lower print classi-
fied advertising revenues.
In 2005, national advertising, which repre-
sented 65% of the Group’s advertising revenues,
increased as strength in financial services, corporate
and national automotive advertising offset weakness
in the telecommunications, studio entertainment and
technology products categories. Classified advertis-
ing, which represented 20% of the Group’s
advertising revenues, rose as gains in real estate
advertising offset softness in automotive and help-
wanted. Retail advertising, which represented 14% of
the Group’s advertising revenues, rose as growth in
fashion/jewelry store advertising offset weakness in
home furnishing store advertising.
New England Media Group
Advertising revenues were lower in 2006 primarily
due to lower print volume and rates. Print advertising
declines in the national, retail, classified and other
advertising categories were partially offset by incre-
mental revenues from the additional week and
growth in all online categories.
In 2006, classified advertising, which repre-
sented 38% of the Group’s advertising revenues,
decreased due to weakness in help-wanted, automo-
tive and real estate advertising. Retail advertising,
which represented 31% of the Group’s advertising
revenues in 2006, declined primarily due to a decrease
in department store advertising as a result of the con-
solidation of two large retailers. National advertising,
which represented 26% of the Group’s advertising
P.32 2006 ANNUAL REPORT – Results of Operations
Results of Operations – THE NEW YORK TIMES COMPANY P.33
revenues, declined mainly because of weakness in
national automotive, telecommunications, travel and
financial services advertising.
Advertising revenues were lower in 2005 than
2004 mainly due to decreases in all advertising cate-
gories partially offset by increases in online advertising.
In 2005, classified advertising, which repre-
sented 39% of the Group’s advertising revenues,
decreased as weakness in automotive advertising off-
set growth in real estate and help-wanted advertising.
Retail advertising, which represented 30% of the
Group’s advertising revenues, declined primarily due
to softness in the home furnishing store, department
store and apparel/footwear categories. National
advertising, which represented 26% of the Group’s
advertising revenues, declined mainly because of
weakness in travel, studio entertainment, telecommu-
nications and national automotive advertising.
Regional Media Group
Advertising revenues were higher in 2006 primarily
due to increased revenues in the real estate classified
and retail advertising categories, growth in online
advertising and the effect of the additional week.
In 2006, retail advertising, which represented
48% of the Group’s advertising revenues, increased
due to growth in home improvement advertising and
gains in a number of other retail categories offset by
softness in telecommunications and department store
advertising. Classified advertising, which represented
43% of the Group’s advertising revenues, increased as
strong growth in real estate advertising and the addi-
tional week offset weakness in automotive and
help-wanted advertising.
Advertising revenues were higher in 2005
than 2004 mainly due to increases in the help-wanted
classified and retail advertising categories and the
growth in our online revenues partially offset by
lower automotive classified advertising revenues.
In 2005, retail advertising, which represented
49% of the Group’s advertising revenues, increased as
strength in home furnishing advertising and gains in a
number of other retail categories offset weakness in
grocery store and department store advertising.
Classified advertising, which represented 42% of the
Group’s advertising revenues, increased as growth in
help-wanted and real estate advertising offset weak-
ness in automotive advertising.
Circulation Revenue
Circulation revenue is based on the number of copies
sold and the subscription rates charged to customers.
Circulation revenues increased in 2006 primarily as a
result of the increase in home delivery rates at The
New York Times and the effect of the additional week
in fiscal 2006, partially offset by fewer copies sold. At
the New England Media Group, circulation revenues
decreased primarily due to lower volume. At the
Regional Media Group, circulation revenues increased
primarily due to the effect of the additional week.
Circulation revenues in 2005 decreased
slightly compared with 2004 mainly due to a decrease
in copies sold at the Globe. Circulation revenues at
The New York Times Media Group and Regional
Media Group were flat in 2005 compared with 2004.
Other Revenues
Other revenues increased in 2006 primarily due to the
introduction of TimesSelect, a fee-based product that
charges non-print subscribers for access to our
columnists and archives, increased revenues from
wholesale delivery operations and revenues from
Baseline, which we acquired in August 2006.
In 2005, other revenues decreased com-
pared to 2004, primarily due to lower revenues from
wholesale delivery operations.
About.com
In 2006, its first full year under our ownership,
About.com’s revenue increased 82.5% from 2005,
which reflected revenues from the acquisition date
(March 18, 2005). The increase was due to the inclu-
sion of a full year of revenues as well as an increase
in display, cost-per-click advertising revenues and
other revenues.
Costs and Expenses
Below is a chart of our consolidated costs and expenses. The information for 2005 and 2004 reflects the restate-
ment described above.
Components of Consolidated Consolidated Costs and Expenses
Costs and Expenses as a Percentage of Revenues
Costs and expenses were as follows:
% Change
2006 2005 2004 06-05 05-04
(In millions) (Restated) (Restated) (Restated)
Production costs:
Raw materials $330.8 $ 321.1$296.63.08.3
Wages and benefits 665.3 652.2 635.12.02.7
Other 533.4 495.6475.07.64.3
Total production costs 1,529.5 1,468.9 1,406.74.14.4
Selling, general and
administrative expenses 1,466.6 1,442.7 1,290.11.711.8
Total costs and expenses $2,996.1 $2,911.6$2,696.82.98.0
Raw Materials
Other Operating Costs
Depreciation & Amortization
Wages and Benefits
2006
2005
2004
100%
0
38
10
38
5
38
10
38
4
36
9
36
4
Raw Materials
Other Operating Costs
Depreciation & Amortization
Wages and Benefits
2006
2005
2004
100%
0
41
11
42
6
42
11
42
5
42
11
42
5
P.34 2006 ANNUAL REPORT – Results of Operations
Production Costs
Total production costs in 2006 increased 4.1%
($60.6 million) compared to 2005 primarily due to
higher depreciation expense ($22.3 million), compen-
sation-related expenses ($13.1 million), editorial and
outside printing costs ($11.7 million) and raw materi-
als expense ($9.7 million). Increases in editorial and
outside printing costs and newsprint expense were
primarily due to the effect of the additional week in
our fiscal year 2006. The additional week contributed
a total of approximately $31.7 million in additional
production costs. Depreciation expense increased
due to the accelerated depreciation for certain assets
at our Edison, N.J., printing plant, which we are in the
process of closing. Newsprint expense rose 2.2% in
2006 compared with 2005 due to an 8.9% increase
from higher prices partially offset by a 6.7% decrease
from lower consumption.
Total production costs in 2005 were unfavor-
ably affected by the acquisition of About.com and
incremental stock-based compensation expense result-
ing from the adoption of FAS 123-R. Total production
costs increased 4.4% ($62.2 million) in 2005 compared
with 2004 primarily due to increased raw materials
expense ($24.5 million), compensation-related expenses
($17.1 million) and outside printing costs ($12.6 million).
Newsprint expense rose 6.7% in 2005 compared with
2004, due to an 8.0% increase from higher prices par-
tially offset by a 1.3% decrease from lower consumption.
Selling, General and Administrative Expenses
Total selling, general and administrative expenses
(“SGA”) increased 1.7% ($23.9 million) primarily due
to increased compensation-related expenses
($19.8 million), distribution and promotion expenses
($15.8 million) and depreciation and amortization
expense ($4.5 million), which were partially offset by
lower staff reduction expenses ($25.0 million).
Increases in compensation-related expenses were pri-
marily due to higher incentive and benefit costs
News Media Group
In 2006, costs for the News Media Group increased
2.3% ($66.0 million) compared to 2005 primarily due
to increased compensation-related expenses ($29.3
million), depreciation and amortization expense
($24.4 million), and outside printing and distribution
expense ($20.4 million), which were partially offset
by lower staff reduction costs ($22.9 million).
Increases in compensation-related expenses were pri-
marily due to higher incentive and benefit costs
partially offset by savings due to staff reductions.
Depreciation expense increased primarily due to the
accelerated depreciation for certain assets at our
Edison, N.J., printing plant, which we are in the
process of closing ($20.8 million).
In 2005, costs and expenses for the News
Media Group increased 6.7% ($178.3 million) due to
staff reduction expenses ($53.5 million) and the recogni-
tion of stock-based compensation (21.9 million) expense
as well as increased distribution ($22.2 million), promo-
tion and outside printing expenses ($32.6 million),
mainly because of circulation initiatives, and higher
newsprint ($24.5 million) and compensation-related
expense ($14.5 million).
About.com
Costs and expenses for About.com increased 53.1%
from $32.3 million to $49.4 million primarily due to
higher compensation-related expenses ($5.2 million),
and editorial costs ($4.3 million). Additionally, 2006
reflected costs for the entire year, while 2005 only
included costs from the date of acquisition.
Corporate
Costs and expenses for Corporate increased in 2006
compared with 2005 primarily due to increased com-
pensation-related expenses partially offset by decreases
in professional fees.
Costs and expenses for Corporate increased
in 2005 compared with 2004 primarily due to
increased compensation-related expenses (including
stock-based compensation).
Results of Operations – THE NEW YORK TIMES COMPANY P.35
partially offset by savings due to staff reductions. The
additional week contributed approximately $5.1 million
in additional SGA expenses.
In 2005, SGA expenses increased 11.8%
($152.6 million) compared with 2004 primarily due to
increased staff reduction expenses ($54.6 million),
incremental stock-based compensation expense
($24.8 million) as a result of the adoption of FAS 123-R,
distribution expense ($21.8 million), promotion
expense ($19.3 million) and expenses from
About.com, which was acquired in March 2005.
The following table sets forth consolidated costs and expenses by reportable segment, Corporate and the
Company as a whole.
% Change
(In millions) 2006 2005 2004 06-05 05-04
Costs and expenses
News Media Group $2,892.5 $2,826.5 $2,648.32.36.7
About.com (from March 18, 2005) 49.4 32.3—53.1N/A
Corporate 54.2 52.848.52.68.8
Total $2,996.1 $2,911.6 $2,696.82.98.0
Depreciation and Amortization
Consolidated depreciation and amortization by reportable segment, Corporate and the Company as a whole,
were as follows:
% Change
(In millions) 2006 2005 2004 06-05 05-04
Depreciation and Amortization
News Media Group $143.7 $119.3 $124.620.4(4.3)
About.com (from March 18, 2005) 11.9 9.2—30.1N/A
Corporate 6.7 7.09.4(4.0) (25.6)
Total Depreciation and
Amortization $162.3 $135.5 $134.019.81.0
P.36 2006 ANNUAL REPORT – Results of Operations
In 2006, depreciation and amortization increased
compared to 2005 primarily due to the accelerated
depreciation for certain assets at our Edison, N.J.,
printing plant, which we are in the process of closing.
Impairment of Intangible Assets
Our annual impairment tests resulted in a non-cash
impairment charge of $814.4 million ($735.9 million
after tax, or $5.09 per share) related to the write-down
of intangible assets of the New England Media
Group. The New England Media Group, which
includes the Globe, Boston.com and the Worcester
Telegram & Gazette, is part of our News Media
Group reportable segment. The majority of the charge
is not tax deductible because the 1993 acquisition of
the Globe was structured as a tax-free stock transac-
tion. The impairment charge, which is included in the
line item “Impairment of intangible assets” in our
2006 Consolidated Statement of Operations, is pre-
sented below by intangible asset:
(In millions) Pre-tax Tax After-tax
Goodwill $782.3$65.0$717.3
Customer list 25.610.814.8
Newspaper masthead 6.52.73.8
Total $814.4$78.5$735.9
The impairment of the intangible assets mainly
resulted from declines in current and projected oper-
ating results and cash flows of the New England
Media Group due to, among other factors, advertiser
consolidations in the New England area and
increased competition with online media. These fac-
tors resulted in the carrying value of the intangible
assets being greater than their fair value, and there-
fore a write-down to fair value was required.
The fair value of goodwill is the residual fair
value after allocating the total fair value of the New
England Media Group to its other assets, net of liabili-
ties. The total fair value of the New England Media
Group was estimated using a combination of a dis-
counted cash flow model (present value of future cash
flows) and two market approach models (a multiple
of various metrics based on comparable businesses
and market transactions).
The fair value of the customer list and mast-
head was calculated by estimating the present value
of future cash flows associated with each asset.
Gain on Sale of Assets
In the first quarter of 2005, we recognized a pre-tax gain
of $122.9 million from the sale of our existing New York
City headquarters as well as property in Florida.
Operating Profit
Consolidated operating profit by reportable segment, Corporate and the Company as a whole, were as follows:
% Change
2006 2005 2004 06-05 05-04
(In millions) (Restated) (Restated) (Restated)
Operating Profit (Loss):
News Media Group $317.2 $360.6 $511.1 (12.1) (29.4)
About.com (from March 18, 2005) 30.8 11.7—*N/A
Corporate (54.2) (52.7) (48.5) 2.68.8
Impairment of intangible assets (814.4) ——N/AN/A
Gain on sale of assets 122.9—N/AN/A
Total Operating
(Loss)/Profit $(520.6) $442.5$462.6*(4.3)
* Represents an increase or decrease in excess of 100%.
We discuss the reasons for the year-to-year changes in
each segment’s and Corporate’s operating profit in the
“Revenues” and “Costs and Expenses” sections above.
NON-OPERATING ITEMS
Net Income/(Loss) from Joint Ventures
We have investments in Metro Boston, two paper
mills (Malbaie and Madison) and NESV, which are
accounted for under the equity method. Our
proportionate share of these investments is recorded
in “Net income from joint ventures” in our
Consolidated Statements of Operations. See Note 7 of
the Notes to the Consolidated Financial Statements
for additional information regarding these invest-
ments. In October 2006, we sold our 50% ownership
interest in Discovery Times Channel, a digital
cable channel, for $100 million, resulting in a pre-
tax loss of $7.8 million.
Net income from joint ventures increased in
2006 to $19.3 million from $10.1 million in 2005. While
2006 included a loss of $7.8 million from the sale of
our interest in Discovery Times Channel, it was more
than offset by higher results from all of our equity
investments.
We recorded income from joint ventures of
$10.1 million in 2005 and $0.2 million in 2004. The
increase in 2005 was primarily due to improved per-
formance at Discovery Times Channel and NESV.
Interest Expense, Net
Interest expense, net, was as follows:
(In millions) 2006 2005 2004
Interest expense $73.5 $60.0 $51.4
Loss from extinguishment
of debt 4.8—
Interest income (7.9) (4.4) (2.4)
Capitalized interest (14.9) (11.2) (7.2)
Interest expense, net $50.7 $49.2 $41.8
“Interest expense, net” increased in 2006 compared
with 2005 and in 2005 compared with 2004 due to
higher levels of debt outstanding and higher short-
term interest rates. The increases were partially offset
by higher levels of capitalized interest related to our
new headquarters as well as higher interest income.
Interest income was primarily related to funds we
advanced on behalf of our development partner for
the construction of our new headquarters.
Other Income
“Other income” in our Consolidated Statements of
Operations includes the following items:
(In millions) 2005 2004
Non-compete agreement $4.2$5.0
Advertising credit—3.2
Other income $4.2$8.2
We entered into a five-year $25 million non-compete
agreement in connection with the sale of the Santa
Barbara News-Press in 2000. This income was recog-
nized on a straight-line basis over the life of the
agreement, which ended in October 2005. The adver-
tising credit relates to credits for advertising that we
issued that were not used within the allotted time by
the advertiser.
Income Taxes
In 2006, the effective income tax rate was 3.0%
because the majority of the non-cash impairment
charge of $814.4 million at the New England Media
Group is non-deductible for tax purposes. Excluding
the non-cash charge, the effective income tax rate
would have been 36.2% in 2006 compared with
40.2% in 2005 and 38.1% in 2004. The decrease in the
effective income tax rate in 2006 compared to 2005 is
primarily due to non-taxable income related to our
retiree drug subsidy and higher non-taxable income
from our corporate-owned life insurance plan. The
increase in the effective income tax rate in 2005 com-
pared to 2004 is primarily due to the tax effect of the
gain from selling our current headquarters in 2005.
Discontinued Operations
In January 2007, we entered into an agreement to sell
our Broadcast Media Group, consisting of nine
network-affiliated television stations, their Web sites
and the digital operating center, for $575 million in
cash. This decision was a result of our ongoing analy-
sis of our business portfolio and will allow us to place
an even greater emphasis on developing and integrat-
ing our print and growing digital resources. The
transaction is subject to regulatory approvals and is
expected to close in the first half of 2007.
In accordance with the provisions of FAS
No. 144, Accounting for the Impairment of Long-
Lived Assets (“FAS 144”), the Broadcast Media
Group’s results of operations are presented as
discontinued operations and certain assets and liabil-
ities are classified as held for sale for all periods
presented in our Consolidated Financial Statements.
The results of operations presented as discontinued
operations are summarized below.
See Note 5 of the Notes to the Consolidated
Financial Statements for additional information
regarding discontinued operations.
(In millions) 2006 2005 2004
Revenues $156.8 $139.0 $145.6
Total costs and
expenses 115.4 111.9107.2
Pre-tax income 41.4 27.138.4
Income taxes 16.7 11.115.7
Cumulative effect of a
change in accounting
principle, net of
income taxes (0.3)
Discontinued
operations, net
of income taxes $24.7 $15.7$22.7
Cumulative Effect of a Change in
Accounting Principle
In March 2005, the FASB issued FASB Interpretation
No. (“FIN”) 47, Accounting for Conditional Asset
Retirement Obligations—an Interpretation of FASB
Results of Operations – THE NEW YORK TIMES COMPANY P.37
Statement No. 143 (“FIN 47”). FIN 47 requires an entity
to recognize a liability for the fair value of a conditional
asset retirement obligation if the fair value can be rea-
sonably estimated. FIN 47 was effective no later than
the end of fiscal year ending after December 15, 2005.
We adopted FIN 47 effective December 2005 and
accordingly recorded an after tax charge of $5.5 million
or $.04 per diluted share ($9.9 million pre-tax) as a
cumulative effect of a change in accounting principle
in our Consolidated Statement of Operations. A
portion of the 2005 charge has been reclassified to con-
form to the 2006 presentation of the Broadcast Media
Group as a discontinued operation.
See Note 8 of the Notes to the Consolidated
Financial Statements for additional information regard-
ing the cumulative effect of this accounting change.
LIQUIDITY AND CAPITAL RESOURCES
Overview
The following table presents information about our
financial position as of December 2006 and
December 2005.
Financial Position Summary
2006 2005 % Change
(In millions) (Restated) 06-05
Cash and cash equivalents $72.4 $44.961.1
Short-term debt
(1)
650.9 498.130.7
Long-term debt
(1)
795.0 898.3 (11.5)
Stockholders equity 819.8 1450.8(43.5)
Ratios:
Total debt to total capitalization 64% 49% 30.6
Current ratio .91 .95 (4.2)
(1)
Short-term debt includes the current portion of long-term debt
(none in 2005), commercial paper outstanding and current por-
tion of capital lease obligations and, in 2006, a construction loan
discussed below. Long-term debt also includes the long-term
portion of capital lease obligations.
In 2007 we expect our cash balance, cash provided
from operations, and available third-party financing,
described below, to be sufficient to meet our normal
operating commitments and debt service
requirements, to fund planned capital expenditures,
to pay dividends to our stockholders, to repurchase
shares of our Class A Common Stock and to make con-
tributions to our pension plans. In addition, we expect
to use the proceeds from the sales of the Broadcast
Media Group and WQEW to reduce our debt, which
will increase our borrowing capacity in the future for
potential acquisitions, investments or capital projects.
We repurchase Class A Common Stock
under our stock repurchase program from time to
time either in the open market or through private
transactions. These repurchases may be suspended
from time to time or discontinued. In 2006 we repur-
chased 2.2 million shares of Class A Common Stock at
a cost of approximately $51 million, and in 2005 we
repurchased 1.7 million shares of Class A Common
Stock at a cost of approximately $57 million.
For the June 2006 dividend on our Class A
and Class B Common Stock, the Board of Directors
authorized a $.01 per share increase in the quarterly
dividend on our Class A and Class B Common Stock
to $.175 per share from $.165 per share. Subsequent
quarterly dividend payments in September and
December 2006 were also made at this rate. We paid
dividends of approximately $100 million in 2006,
$95 million in 2005 and $90 million in 2004.
In 2006 and 2005 we made contributions of
$15.3 million and $54.0 million, respectively to our
qualified pension plans.
Plant Consolidation
In July 2006, we announced plans to consolidate our
New York metro area printing into our newer facility
in College Point, N.Y., and to close our older Edison,
N.J., facility. We expect to save $30 million in lower
operating costs annually and to avoid the need for
approximately $50 million in capital investment at
the Edison facility over the next 10 years. We expect
to incur capital expenditures of $135 million related
to the plant consolidation. We have identified total
costs to close the Edison facility in the range of
$104 million to $128 million, principally consisting of
accelerated depreciation charges, as well as staff
reduction charges and plant restoration costs. We
expect to exit the facility in the second quarter of 2008
and, depending on the disposition of the property,
may recognize additional charges with respect to our
lease, which continues through 2018.
P.38 2006 ANNUAL REPORT – Liquidity and Capital Resources
New Headquarters Building
We are nearing completion of our new headquarters
building in New York City (the “Building”), which
we expect to occupy in the second quarter of 2007. In
August 2006, the Building was converted to a lease-
hold condominium, and one of our wholly owned
subsidiaries (“NYT”) and a subsidiary of Forest City
Ratner Companies (“FC”), our development partner,
each acquired ownership of its respective leasehold
condominium units. See Note 19 of the Notes to the
Consolidated Financial Statements for additional
information regarding the Building.
Before the Building was converted to a
leasehold condominium, the leasehold interest in the
Building was held by a limited liability company in
which NYT and FC are members (the “Building
Partnership”). Because the Company has a majority
interest in the Building Partnership, FC’s interest in
the Building was consolidated in our financial state-
ments. As a result of the Building’s conversion to a
leasehold condominium, the Building Partnership no
longer holds any leasehold interest in the Building,
and FC’s condominium units and capital expendi-
tures (see below) are no longer consolidated in our
financial statements.
Actual and anticipated capital expenditures
in connection with the Building, including both core
and shell and interior construction costs, are detailed
in the table below.
Capital Expenditures
(In millions) NYT
2001-2006 $434
2007 $ 170-$190
Total $604-$624
Less: net sale proceeds
(1)
$106
Total, net of sale proceeds $498-$518
(2)
(1)
Represents cash proceeds from the sale of our existing head-
quarters, net of income taxes and transaction costs.
(2)
Includes estimated capitalized interest and salaries of $40 to
$50 million.
FC’s capital expenditures were consolidated in our
financial statements through August 2006, when the
Building was converted to a leasehold condominium.
FC’s actual capital expenditures from 2001, the begin-
ning of the project, through August 2006 were
approximately $239 million.
In addition to other sources of liquidity
described below under “– Third-Party Financing,”
our investment in the Building also represents a
potential source of funding for us. After substantial
completion, which we expect will be in the third
quarter of 2007, we may consider whether to enter
into financing arrangements for our condominium
interest, such as mortgage financing. The decision of
whether or not to do so will depend upon our capital
requirements, market conditions and other factors.
Liquidity and Capital Resources – THE NEW YORK TIMES COMPANY P.39
Capital Resources
Sources and Uses of Cash
Cash flows by category were as follows:
% Change
2006 2005 2004 06-05 05-04
(In millions) (Restated) (Restated) (Restated)
Operating activities $ 422.3 $ 294.3 $ 444.0 43.5 (33.7)
Investing activities $(288.7) $(495.5) $(192.1) (41.7) *
Financing activities $(106.2) $ 204.4 $(249.2) **
* Represents an increase or decrease in excess of 100%.
P.40 2006 ANNUAL REPORT – Liquidity and Capital Resources
Our current priorities for use of cash are:
Investing in high-return capital projects that will
improve operations, increase revenues and
reduce costs,
Construction of the Building,
Making acquisitions and investments that are both
financially and strategically sound,
Reducing our debt to allow for financing flexibility
in the future,
Providing our shareholders with a competitive
dividend, and
Repurchasing our stock.
Operating Activities
The primary source of our liquidity is cash flows from
operating activities. The key component of operating
cash flow is cash receipts from advertising customers.
Advertising has provided approximately 65% of total
revenues over the past three years. Operating cash
inflows also include cash receipts from circulation
sales and other revenue transactions such as
TimesSelect, wholesale delivery operations, news
services, direct marketing, digital archives, and
commercial printing. Operating cash outflows
include payments to vendors for raw materials, serv-
ices and supplies, payments to employees, and
payments of interest and income taxes.
Net cash provided by operating activities
increased approximately $128 million in 2006 com-
pared with 2005. In 2006, accounts receivable
collections were higher than in 2005 due to the addi-
tional week in our 2006 fiscal year, which resulted in
increased collections from our customers. In 2005,
we paid higher income taxes related to the gain on
the sale of our current headquarters and made
higher pension contributions to our qualified pen-
sion plans. Our contributions to our qualified
pension plans decreased in 2006 primarily due to an
increase in interest rates and better performance of
our pension assets.
Net cash provided by operating activities
decreased in 2005 primarily due to lower cash earn-
ings. In 2005, while revenues increased
approximately 2% over 2004, this increase was more
than offset by an 8% increase in costs and expenses. In
addition, income taxes paid were higher in 2005 com-
pared with 2004 due to the gain on the sale of our
current headquarters.
Investing Activities
Cash from investing activities generally includes pro-
ceeds from the sale of assets or a business. Cash used
in investment activities generally includes payments
for the acquisition of new businesses, equity invest-
ments and capital expenditures.
Net cash used in investing activities
decreased in 2006 compared with 2005, primarily due
to lower acquisition activity. In 2006 we acquired
Baseline and Calorie-Count for approximately $35 mil-
lion and in 2005 we acquired About.com, KAUT-TV
and North Bay Business Journal for approximately
$438 million. In 2005, we also received proceeds of
approximately $183 million from the sale of our cur-
rent New York headquarters and property in Sarasota,
Fla. In 2006, we received $100 million from the sale of
our 50% ownership interest in Discovery Times
Channel, and we had additional capital expenditures
primarily related to the construction of the Building.
Net cash used in investing activities
increased in 2005 compared with 2004 primarily due
to the acquisitions and investment made in 2005 par-
tially offset by proceeds from the sale of assets.
Capital expenditures (on an accrual basis)
were $358.4 million in 2006, $229.5 million in 2005
and $211.2 million in 2004. The 2006, 2005 and 2004
amounts include costs related to the Building of
approximately $192 million, $87 million and $58 mil-
lion as well as our development partner’s costs, of
$55 million, $54 million and $42 million, respectively.
See Note 19 of the Notes to the Consolidated
Financial Statements for additional information
regarding the Building.
Financing Activities
Cash from financing activities generally includes bor-
rowings under our commercial paper program, the
issuance of long-term debt and funds from stock
option exercises. Cash used in financing activities
generally includes the repayment of commercial
paper and long-term debt, the payment of dividends
and the repurchase of our Class A Common Stock.
Net cash used in financing activities in 2006
was primarily for the payment of dividends
($100.1 million), the repayment of commercial paper
borrowings ($74.4 million) and stock repurchases
($52.3 million), which were partially offset by bor-
rowings under a construction loan, attributable to our
development partner, in connection with the con-
struction of the Building. See Note 19 of the Notes to
the Consolidated Financial Statements.
Net cash provided by financing activities in
2005 was primarily from the issuance of commercial
paper and long-term debt ($658.6 million) to finance
the acquisition of About.com, partially offset by the
repayment of long-term debt ($323.5 million), the
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 repur-
chases ($293.2 million) and the payment of dividends
($90.1 million).
See our Consolidated Statements of Cash
Flows for additional information on our sources and
uses of cash.
Third-Party Financing
We have the following financing sources available to
supplement cash flows from operations:
a commercial paper facility,
revolving credit agreements and
medium-term notes.
Total unused borrowing capacity under all
financing arrangements was $572.1 million as of
December 2006.
Our total debt, including commercial paper,
capital lease obligations, and a construction loan, was
$1.4 billion as of December 2006 and 2005. See Note 9
of the Notes to the Consolidated Financial Statements
for additional information.
Our short- and long-term debt is rated invest-
ment grade by the major rating agencies. In May 2006,
Moody’s Investors Service lowered its rating on our
long-term debt to Baa1 from A2 and lowered its rating
on our short-term debt to P2 from P1. In July 2006,
Standard and Poor’s lowered its rating on our long-
term debt to A- from A and lowered its rating on our
short-term debt to A-2 from A-1. In December 2006,
Standard and Poor’s lowered its rating on our long-
term debt and senior unsecured debt to BBB+ from A-.
We have no liabilities subject to accelerated payment
upon a ratings downgrade and do not expect the
downgrades of our long-term and short-term debt rat-
ings to have any material impact on our ability to
borrow. However, as a result of these downgrades, we
may incur higher borrowing costs for any future long-
term and short-term issuances. We do not currently
expect these to be significant.
Commercial Paper
Our liquidity requirements are primarily funded
through the issuance of commercial paper. In the third
quarter of 2006, we increased the amount available
under our commercial paper program, which is sup-
ported by the revolving credit agreements described
below, to $725 million from $600 million. Our commer-
cial paper is unsecured and can have maturities of up
to 270 days.
We had $422.0 million in commercial paper
outstanding as of December 2006, with a weighted
average interest rate of 5.5% per annum and an
average of 63 days to maturity from original issuance.
We had $496.5 million in commercial paper outstand-
ing as of December 2005, with a weighted average
interest rate of 4.3% per annum and an average of 53
days to maturity from original issuance.
Revolving Credit Agreements
The primary purpose of our $800 million revolving
credit agreements is to support our commercial paper
program. In addition, these revolving credit
agreements provide a facility for the issuance of letters
of credit. In June 2006, we replaced our $270 million
multi-year credit agreement with a $400 million credit
agreement maturing in June 2011. Of the total
$800.0 million available under the two revolving
credit agreements ($400 million credit agreement
maturing in May 2009 and $400 million credit agree-
ment maturing in June 2011), we have issued letters
of credit of approximately $31 million. The remaining
balance of approximately $769 million supports our
commercial paper program discussed above. There
were no borrowings outstanding under the revolving
credit agreements as of December 2006.
Any borrowings under the revolving credit
agreements bear interest at specified margins based
on our credit rating, over various floating rates
selected by us.
The revolving credit agreements contain a
covenant that requires specified levels of stockholders’
equity (as defined in the agreements). The amount of
stockholders’ equity in excess of the required levels was
approximately $618 million as of December 2006. The
lenders under the revolving credit agreements have
waived, effective December 31, 2006, any defaults that
may have arisen under the agreements due to inclusion
in previously issued financial statements of the report-
ing errors that led to the restatement described above
and in Note 2 of the Notes to the Consolidated
Financial Statements.
Medium-Term Notes
Our liquidity requirements may also be funded through
the public offer and sale of notes under our $300.0 mil-
lion medium-term note program. As of December 2006,
we had issued $75.0 million of medium-term notes
under this program. Under our current effective shelf
registration, $225.0 million of medium-term notes
may be issued from time to time.
Construction Loan
Until January 2007, we were a co-borrower under a
$320 million non-recourse construction loan in con-
nection with the construction of the Building. We did
not draw down on the construction loan, which is
being used by our development partner. However, as
a co-borrower, we were required to record the
amount outstanding of the construction loan on our
financial statements. We also recorded a receivable
Liquidity and Capital Resources – THE NEW YORK TIMES COMPANY P.41
In addition to the pension and postretirement liabili-
ties included in the table above, “Other
Liabilities-Other” in our Consolidated Balance Sheets
include liabilities related to i) deferred compensation,
primarily consisting of our deferred executive com-
pensation plan (the “DEC plan”), ii) tax contingencies
and iii) various other liabilities. These liabilities are
not included in the table above primarily because the
future payments are not determinable. The DEC plan
enables certain eligible executives to elect to defer a
portion of their compensation on a pre-tax basis.
While the deferrals are initially for a period of a mini-
mum 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 deter-
minable. Our tax contingency liability is related to
various current and potential tax audit issues. This
liability is determined based on our estimate of
whether additional taxes will be due in the future.
Any additional taxes due will be determined only
upon the completion of current and future tax audits,
and the timing of such payments, which are not
expected within one year, cannot be determined. See
Note 14 of the Notes to the Consolidated Financial
Statements for additional information on “Other
Liabilities-Other.”
We have a contract with a major paper sup-
plier 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 require-
ment at market rate in an arms-length transaction.
Since the quantities of newsprint purchased annually
under this contract are based on our total newsprint
requirement, the amount of the related payments for
these purchases are excluded from the table above.
Off-Balance Sheet Arrangements
We have outstanding guarantees on behalf of a third
party that provides circulation customer service, tele-
marketing and home-delivery services for The Times
and the Globe and on behalf of third parties that
provide printing and distribution services for
The Times’s National Edition. As of December 2006, the
aggregate potential liability under these guarantees
was approximately $30 million. See Note 19 of the
Notes to the Consolidated Financial Statements for
additional information regarding our guarantees as
well as our commitments and contingent liabilities.
CRITICAL ACCOUNTING POLICIES
Our Consolidated Financial Statements are prepared
in accordance with GAAP. The preparation of these
financial statements requires management to make
Contractual Obligations
The information provided is based on management’s best estimate and assumptions as of December 2006.
Actual payments in future periods may vary from those reflected in the table.
Payment due in
(In millions) Total 2007 2008-2009 2010-2011 Later Years
Long-term debt
(1)
$ 825.5 $102.0 $148.5 $250.0 $325.0
Capital leases
(2)
119.7 7.9 18.7 19.1 74.0
Operating leases
(2)
86.9 19.4 19.8 12.5 35.2
Benefit plans
(3)
984.3 82.0 169.1 180.9 552.3
Total $2,016.4 $211.3 $356.1 $462.5 $986.5
(1)
Excludes commercial paper of $422.0 million as of December 2006. This amount will be paid in 2007. See Note 9 of the Notes to the
Consolidated Financial Statements for additional information related to our commercial paper program and long-term debt.
(2)
See Note 19 of the Notes to the Consolidated Financial Statements for additional information related to our capital and operating leases.
(3)
Includes estimated benefit payments, net of plan participant contributions, under our sponsored pension and postretirement plans. The
liabilities related to both plans are included in “Pension benefits obligation” and “Postretirement benefits obligation” in our Consolidated
Balance Sheets. Payments included in the table above have been estimated over a ten-year period; therefore the amounts included in the
“Later Years” column include payments for the period of 2011-2015. While benefit payments under these plans are expected to continue
beyond 2015, we believe that an estimate beyond this period is unreasonable. See Notes 12 and13 of the Notes to the Consolidated
Financial Statements for additional information related to our pension and postretirement plans.
P.42 2006 ANNUAL REPORT – Critical Accounting Policies
due from our development partner for the same
amount outstanding under the construction loan. As
of December 2006, $124.7 million was outstanding
under the construction loan. See Notes 9 and 19 of the
Notes to the Consolidated Financial Statements for
additional information. In January 2007, through an
amendment to the construction loan, we were
released as a co-borrower, although the construction
lender remains obligated to continue to fund the
balance of the construction loan required to complete
construction of the Building. See Note 20 of the Notes
to the Consolidated Financial Statements.
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 esti-
mates are based on historical experience, information
from third-party professionals and various other
assumptions that are believed to be reasonable under
the facts and circumstances. Actual results may differ
from those estimates made by management.
We believe our critical accounting policies
include our accounting for long-lived assets, retirement
benefits, stock-based compensation, income taxes, self-
insurance liabilities and accounts receivable allowances.
Additional information about these policies can be
found in Note 1 of the Notes to the Consolidated
Financial Statements. Specific risks related to our critical
accounting policies are discussed below.
Long-Lived Assets
Goodwill and other intangible assets not amortized are
tested for impairment in accordance with FAS No. 142,
Goodwill and Other Intangible Assets (“FAS 142”),
and all other long-lived assets are tested for impair-
ment in accordance with FAS 144.
Long-Lived Assets
2006 2005
(In millions) (Restated)
Long-lived assets $2,160 $2,977
Total assets 3,856 $4,564
Percentage of long-lived assets
to total assets 56% 65%
The impairment analysis is considered critical to our
segments because of the significance of long-lived
assets to our Consolidated Balance Sheets.
We evaluate whether there has been an
impairment of goodwill or intangible assets not amor-
tized 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 impair-
ment exists. We test for goodwill impairment at the
reporting unit level as defined in FAS 142. This test is a
two-step process. The first step of the goodwill
impairment test, used to identify potential impair-
ment, compares the fair value of the reporting unit
with its carrying amount, including goodwill. If the
fair value, which is based on future cash flows,
exceeds the carrying amount, goodwill is not consid-
ered impaired. If the carrying amount exceeds the fair
value, the second step must be performed to measure
the amount of the impairment loss, if any. The second
step compares the fair value of the reporting unit’s
goodwill with the carrying amount of that goodwill.
An impairment loss would be recognized in an
amount equal to the excess of the carrying amount of
the goodwill over the fair value of the goodwill. In the
fourth quarter of each year, we evaluate goodwill on a
separate reporting unit basis to assess recoverability,
and impairments, if any, are recognized in earnings.
Intangible assets that are not amortized
(e.g., mastheads and FCC licenses) are tested for
impairment at the asset level by comparing the fair
value of the asset with its carrying amount. If the fair
value, which is based on future cash flows, exceeds
the carrying amount, the asset is not considered
impaired. If the carrying amount exceeds the fair
value, an impairment loss would be recognized in an
amount equal to the excess of the carrying amount of
the asset over the fair value of the asset.
All other long-lived assets (intangible assets
that are amortized, such as a subscriber list, and prop-
erty, plant and equipment) are tested for impairment
at the asset level associated with the lowest level of
cash flows. An impairment exists if the carrying value
of the asset is i) not recoverable (the carrying value of
the asset is greater than the sum of undiscounted cash
flows) and ii) is greater than its fair value.
The significant estimates and assumptions
used by management in assessing the recoverability
of long-lived assets are estimated future cash flows,
present value discount rate, as well as other factors.
Any changes in these estimates or assumptions could
result in an impairment charge. The estimates of
future cash flows, based on reasonable and support-
able assumptions and projections, require
management’s subjective judgment. Depending on
the assumptions and estimates used, the estimated
future cash flows projected in the evaluations of long-
lived assets can vary within a range of outcomes.
In addition to the testing above, which is
done on an annual basis, management uses certain
indicators to evaluate whether the carrying value of
its long-lived assets may not be recoverable, such as
i) current-period operating or cash flow declines
combined with a history of operating or cash flow
declines or a projection/forecast that demonstrates
continuing declines in the cash flow of an entity or
inability of an entity to improve its operations to fore-
casted levels and ii) a significant adverse change in
the business climate, whether structural or technolog-
ical, that could affect the value of an entity.
Management has applied what it believes to
be the most appropriate valuation methodology for
each of its reporting units.
Critical Accounting Policies – THE NEW YORK TIMES COMPANY P.43
Retirement Benefits
Our pension plans and postretirement benefit plans
are accounted for using actuarial valuations required
by FAS No. 87, Employers’ Accounting for Pensions
(“FAS 87”), FAS No. 106, Employers’ Accounting for
Postretirement Benefits Other Than Pensions
(“FAS 106”), and FAS No. 158, Employers’ Accounting
for Defined Benefit Pension and Other Postretirement
Plans (“FAS 158”).
We adopted FAS 158 as of December 31, 2006.
FAS 158 requires an entity to recognize the funded sta-
tus of its defined benefit plans – measured as the
difference between plan assets at fair value and the
benefit obligation – on the balance sheet and to recog-
nize changes in the funded status, that arise during the
period but are not recognized as components of net
periodic benefit cost, within other comprehensive
income, net of income taxes.
As of December 31, 2006, our pension obliga-
tion was approximately $390 million (net of a pension
asset of approximately $8 million), including approxi-
mately $142 million, representing the underfunded
status of our qualified pension plans, and approxi-
mately $248 million, representing the unfunded status
of our non-qualified pension plans. Of the total net pen-
sion obligation, approximately $322 million is recorded
through accumulated other comprehensive income, of
which approximately $310 million represents unrecog-
nized actuarial losses and approximately $12 million
represents unrecognized prior service costs.
As of December 31, 2006, our postretirement
obligation was approximately $270 million, repre-
senting the unfunded status of our postretirement
plans. Approximately $4 million of income is
recorded through accumulated other comprehensive
income, of which approximately $81 million repre-
sents unrecognized prior service credits, partially
offset by approximately $77 million of unrecognized
actuarial losses.
The amounts recorded within accumulated
other comprehensive income will be recognized through
pension or postretirement expense in future periods. See
Notes 12 and 13 of the Notes to the Consolidated
Financial Statements for additional information.
Pension & Postretirement Liabilities
2006 2005
(In millions) (Restated)
Pension & postretirement
liabilities $668 $ 649
Total liabilities $3,030 $2,924
Percentage of pension &
postretirement liabilities
to total liabilities 22% 22%
We consider accounting for retirement plans critical to
all of our operating segments because management is
required to make significant subjective judgments
about a number of actuarial assumptions, which
include discount rates, health-care cost trend rates,
salary growth, long-term return on plan assets and
mortality rates.
Depending on the assumptions and esti-
mates used, the pension and postretirement benefit
expense could vary within a range of outcomes and
could have a material effect on our Consolidated
Financial Statements.
Our key retirement benefit assumptions are
discussed in further detail under “– Pension and
Postretirement Benefits.”
Stock-Based Compensation
We account for stock-based compensation in accor-
dance with the fair value recognition provisions of
FAS 123-R. Under the fair value recognition provi-
sions 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 appro-
priate vesting period. Determining the fair value of
stock-based awards at the grant date requires judg-
ment, 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 sig-
nificantly from these estimates or different key
assumptions were used, it could have a material effect
on our Consolidated Financial Statements. See Note
16 of the Notes to the Consolidated Financial
Statements for additional information regarding
stock-based compensation expense.
Income Taxes
Income taxes are accounted for in accordance with FAS
No. 109, Accounting for Income Taxes (“FAS 109”).
Under FAS 109, income taxes are recognized for the
following: i) amount of taxes payable for the current
year and ii) deferred tax assets and liabilities for the
future tax consequence of events that have been recog-
nized differently in the financial statements than for
tax purposes. Deferred tax assets and liabilities are
established using statutory tax rates and are adjusted
for tax rate changes. FAS 109 also requires that
deferred tax assets be reduced by a valuation
allowance if it is more likely than not that some portion
or all of the deferred tax assets will not be realized.
We consider accounting for income taxes
critical to our operations because management is
required to make significant subjective judgments in
P.44 2006 ANNUAL REPORT – Critical Accounting Policies
developing our provision for income taxes, including
the determination of deferred tax assets and liabilities,
and any valuation allowances that may be required
against deferred tax assets.
In addition, we operate within multiple tax-
ing jurisdictions and are subject to audit in these
jurisdictions. These audits can involve complex
issues, which could require an extended period of
time to resolve. The completion of these audits could
result in an increase to or a refund of amounts previ-
ously paid to the taxing jurisdictions. We do not
expect the completion of these audits to have a mate-
rial effect on our Consolidated Financial Statements.
Self-Insurance
We self-insure for workers’ compensation costs, cer-
tain employee medical and disability benefits, and
automobile and general liability claims. The recorded
liabilities for self-insured risks are primarily calcu-
lated using actuarial methods. The liabilities include
amounts for actual claims, claim growth and claims
incurred but not yet reported. Actual experience,
including claim frequency and severity as well as
health-care inflation, could result in different liabili-
ties than the amounts currently recorded. The
recorded liabilities for self-insured risks were
approximately $71 million as of December 2006 and
$68 million as of December 2005.
Accounts Receivable Allowances
Credit is extended to our advertisers and sub-
scribers 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
2006 2005
(In millions) (Restated)
Accounts receivable allowances $36 $40
Accounts receivable-net 403 440
Accounts receivable-gross $439 $480
Total current assets $1,185 $1,015
Percentage of accounts receivable
allowances to gross accounts
receivable 8% 8%
Percentage of net accounts
receivable to current assets 34% 43%
We consider accounting for accounts receivable
allowances critical to all of our operating segments
because of the significance of accounts receivable to
our current assets and operating cash flows. If the
financial condition of our customers were to deterio-
rate, 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 contri-
butions to several others that are considered
multi-employer pension plans, in connection with
collective bargaining agreements. These plans cover
substantially all employees.
Our company-sponsored plans include
qualified (funded) plans as well as non-qualified
(unfunded) plans. These plans provide participating
employees with retirement benefits in accordance
with benefit provision formulas detailed in each plan.
Our non-qualified plans provide retirement benefits
only to certain highly compensated employees.
We also have a foreign-based pension plan
for certain IHT employees (the “foreign plan”). The
information for the foreign plan is combined with the
information for U.S. non-qualified plans. The benefit
obligation of the foreign plan is immaterial to our
total benefit obligation.
Prior to the fourth quarter of 2006, a pension
plan between the Company and its subsidiaries, on
the one hand, and The New York Times Newspaper
Guild, on the other, was accounted for as a multi-
employer pension plan. We have concluded that it
should have been accounted for as a single-employer
pension plan and have restated prior periods to
account for the plan under FAS 87. See Note 2 of the
Notes to the Consolidated Financial Statements.
Pension expense is calculated using a num-
ber 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 his-
torical asset class returns. Projected returns by such
consultants and economists are based on broad
equity and bond indices. Additionally, we
Pension and Postretirement Benefits – THE NEW YORK TIMES COMPANY P.45
considered our historical 10-year and 15-year com-
pounded returns, which have been in excess of our
forward-looking return expectations.
The expected long-term rate of return deter-
mined on this basis was 8.75% in 2006. We anticipate
that our pension assets will generate long-term
returns on assets of at least 8.75%. The expected long-
term rate of return on plan assets is based on an asset
allocation assumption of 65% to 75% with equity
managers, with an expected long-term rate of return
on assets of 10%, and 25% to 35% with fixed
income/real estate managers, with an expected long-
term rate of return on assets of 6%.
Our actual asset allocation as of December
2006 was in line with our expectations. We regularly
review our actual asset allocation and periodically
rebalance our investments to our targeted allocation
when considered appropriate.
We believe that 8.75% is a reasonable expected
long-term rate of return on assets. Our plan assets had a
rate of return of approximately 16% for 2006 and 12%
for the three years ended December 2006.
Our determination of pension expense or
income is based on a market-related valuation of
assets, which reduces year-to-year volatility. This mar-
ket-related valuation of assets recognizes investment
gains or losses over a three-year period from the year
in which they occur. Investment gains or losses for this
purpose are the difference between the expected
return calculated using the market-related value of
assets and the actual return based on the market-
related value of assets. Since the market-related value
of assets recognizes gains or losses over a three-year
period, the future value of assets will be affected as
previously deferred gains or losses are recorded.
If we had decreased our expected long-term
rate of return on our plan assets by 0.5% in 2006, pen-
sion expense would have increased by approximately
$6 million in 2006 for our qualified pension plans. Our
funding requirements would not have been materially
affected.
See Note 12 of the Notes to the Consolidated
Financial Statements for additional information
regarding our pension plans.
Discount Rate
We select a discount rate utilizing a methodology that
equates the plans’ projected benefit obligations to a
present value calculated using the Citigroup Pension
Discount Curve.
The methodology described above includes
producing a cash flow of annual accrued benefits as
defined under the Projected Unit Cost Method as pro-
vided by FAS 87. For active participants, service is
projected to the end of the current measurement date
and benefit earnings are projected to the date of ter-
mination. 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 pres-
ent value of the benefit cash flow (on a projected
benefit obligation basis as described above) equals
the present value computed using the Citigroup
annual rates. The discount rate determined on this
basis increased to 6.00% as of December 2006 from
5.50% as of December 2005.
If we had decreased the expected discount rate
by 0.5% in 2006, pension expense would have increased
by approximately $15 million for our qualified pen-
sion plans and $1 million for our non-qualified pension
plans. Our funding requirements would not have been
materially affected.
We will continue to evaluate all of our actu-
arial 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 invest-
ment performance, changes in future discount rates,
the level of contributions we make and various other
factors related to the populations participating in the
pension plans.
Postretirement Benefits
We provide health and life insurance benefits to
retired employees (and their eligible dependents)
who are not covered by any collective bargaining
agreements, if the employees meet specified age and
service requirements. Our policy is to pay our portion
of insurance premiums and claims from our assets.
In addition, we contribute to a postretire-
ment plan under the provisions of a collective
bargaining agreement. Prior to the fourth quarter of
2006, a postretirement plan between the Company
and its subsidiaries, on the one hand, and The New
York Times Newspaper Guild, on the other, was
accounted for as a multi-employer plan. We have con-
cluded that it should have been accounted for as a
single-employer plan and have restated prior periods
to account for this plan under FAS 106. See Note 2 of
the Notes to the Consolidated Financial Statements.
P.46 2006 ANNUAL REPORT – Pension and Postretirement Benefits
In accordance with FAS 106, we accrue the
costs of postretirement benefits during the employ-
ees’ active years of service.
The annual postretirement expense was
calculated using a number of actuarial assumptions,
including a health-care cost trend rate and a discount
rate. The health-care cost trend rate range used to
calculate the 2006 postretirement expense
decreased to 5% to 10.5% from 5% to 11.5%. A 1%
increase/decrease in the health-care cost trend rates
range would result in an increase of approximately
$4 million or a decrease of approximately $3 million in
our 2006 service and interest costs, respectively, two
factors included in the calculation of postretirement
expense. A 1% increase/decrease in the health-care
cost trend rates would result in an increase of approxi-
mately $32 million or a decrease of approximately $26
million, in our accumulated benefit obligation as of
December 2006. Our discount rate assumption for
postretirement benefits is consistent with that used in
the calculation of pension benefits. See “– Pension
Benefits” above for a discussion about our discount
rate assumption.
In February 2006 we announced amendments,
such as the elimination of retiree-medical benefits to new
employees and the elimination of life insurance benefits
to new retirees, to our postretirement benefit plans effec-
tive January 1, 2007. In addition, effective February 1,
2007 certain retirees at the New England Media Group
were moved to a new benefits plan. In connection with
this change, the insurance premiums were reduced with
benefits comparable to that of the previous benefits plan.
These changes will reduce our future obligations and
expense under these plans.
See Note 13 of the Notes to the Consolidated
Financial Statements for additional information
regarding our postretirement plans.
RECENT ACCOUNTING PRONOUNCEMENTS
In June 2006, FASB issued FIN No. 48, Accounting for
Uncertainty in Income Taxes—an interpretation of
FASB Statement No. 109 (“FIN 48”), which clarifies
the accounting for uncertainty in income tax positions
(“tax positions”). FIN 48 requires that we recognize in
our financial statements the impact of a tax position if
that tax position is more likely than not of being sus-
tained on audit, based on the technical merits of the
tax position. The provisions of FIN 48 are effective as
of the beginning of our 2007 fiscal year, with the
cumulative effect of the change in accounting princi-
ple recorded as an adjustment to opening retained
earnings. We estimate that a cumulative effect adjust-
ment of approximately $21 to $26 million will be
charged to retained earnings to increase reserves for
uncertain tax positions. This estimate is subject to
revision as we complete our analysis.
In September 2006, FASB issued FAS
No. 157, Fair Value Measurements (“FAS 157”).
FAS 157 establishes a common definition for fair value
under GAAP, establishes a framework for measuring
fair value and expands disclosure requirements about
such fair value measurements. FAS 157 is effective for
fiscal years beginning after November 15, 2007. We
are currently evaluating the impact of adopting
FAS 157 on our financial statements.
In February 2007, FASB issued FAS No. 159,
The Fair Value Option for Financial Assets and
Financial Liabilities Including an Amendment of FASB
Statement No. 115 (“FAS 159”). FAS 159 permits entities
to choose to measure many financial instruments and
certain other items at fair value. FAS 159 is effective for
fiscal years after November 15, 2007. We are currently
evaluating the impact of adopting FAS 159 on our
financial statements.
Recent Accounting Pronouncements – THE NEW YORK TIMES COMPANY P.47
Our market risk is principally associated with
the following:
Interest rate fluctuations related to our debt obliga-
tions, which are managed by balancing the mix of
variable- versus fixed-rate borrowings. Based on
the variable-rate debt included in our debt portfo-
lio, a 75 basis point increase in interest rates would
have resulted in additional interest expense of
$3.4 million (pre-tax) in 2006 and $3.7 million (pre-
tax) in 2005.
Newsprint is a commodity subject to supply and
demand market conditions. We have equity invest-
ments in two paper mills, which provide a partial
hedge against price volatility. The cost of raw mate-
rials, of which newsprint expense is a major
component, represented 11% of our total costs and
expenses in 2006 and 2005. Based on the number of
newsprint tons consumed in 2006 and 2005, a $10
per ton increase in newsprint prices would have
resulted in additional newsprint expense of approxi-
mately $4 million (pre-tax) in 2006 and
approximately $5 million in 2005.
A significant portion of our employees are
unionized and our results could be adversely
affected if labor negotiations were to restrict our
ability to maximize the efficiency of our operations.
In addition, if we experienced labor unrest, our abil-
ity to produce and deliver our most significant
products could be impaired.
See Notes 7, 9, 10 and 19 of the Notes to the
Consolidated Financial Statements.
P.48 2006 ANNUAL REPORT
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
THE NEW YORK TIMES COMPANY 2006 FINANCIAL REPORT
INDEX PAGE
Management’s Responsibilities Report 50
Report of Independent Registered Public Accounting Firm on Consolidated
Financial Statements 51
Report of Independent Registered Public Accounting Firm on Internal Control Over
Financial Reporting 52
Consolidated Statements of Operations for the fiscal years ended December 31, 2006,
December 25, 2005 (restated) and December 26, 2004 (restated) 54
Consolidated Balance Sheets as of December 31, 2006 and December 25, 2005 (restated) 55
Consolidated Statements of Cash Flows for the fiscal years ended December 31, 2006,
December 25, 2005 (restated) and December 26, 2004 (restated) 57
Consolidated Statements of Changes in Stockholders’ Equity for the fiscal years ended
December 31, 2006, December 25, 2005 (restated) and December 26, 2004 (restated) 59
Notes to the Consolidated Financial Statements 62
Quarterly Information (unaudited) 100
Schedule II - Valuation and Qualifying Accounts for the fiscal years ended
December 31, 2006, December 25, 2005 (restated) and December 26, 2004 (restated) 110
ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
THE NEW YORK TIMES COMPANY P.49
THE NEW YORK TIMES COMPANY THE NEW YORK TIMES COMPANY
BY:JANET L. ROBINSON BY:JAMES M. FOLLO
President and Chief Executive Officer Senior Vice President and Chief Financial Officer
March 1, 2007 March 1, 2007
P.50 2006 ANNUAL REPORT – Management’s Responsibilities Report
MANAGEMENT’S RESPONSIBILITIES REPORT
The Company’s consolidated financial statements were prepared by management, who is responsible for their
integrity and objectivity. The consolidated financial statements have been prepared in accordance with
accounting principles generally accepted in the United States of America (“GAAP”) and, as such, include
amounts based on management’s best estimates and judgments.
Management is further responsible for establishing and maintaining adequate internal control over
financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. The
Company’s internal control over financial reporting is designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accor-
dance with GAAP. The Company follows and continuously monitors its policies and procedures for internal
control over financial reporting to ensure that this objective is met (see “Management’s Report on Internal
Control Over Financial Reporting” in “Item 9A – Controls and Procedures”).
The consolidated financial statements were audited by Deloitte & Touche LLP, an independent regis-
tered public accounting firm. Their audit was conducted in accordance with the standards of the Public
Company Accounting Oversight Board (United States) and their report is shown on page 51.
The Audit Committee of the Board of Directors, which is composed solely of independent directors,
meets regularly with the independent registered public accounting firm, internal auditors and management to
discuss specific accounting, financial reporting and internal control matters. Both the independent registered
public accounting firm and the internal auditors have full and free access to the Audit Committee. Each year
the Audit Committee selects, subject to ratification by stockholders, the firm which is to perform audit and
other related work for the Company.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON CONSOLIDATED
FINANCIAL STATEMENTS
To the Board of Directors and Stockholders of
The New York Times Company
New York, NY
We have audited the accompanying consolidated balance sheets of The New York Times Company (the
“Company”) as of December 31, 2006 and December 25, 2005, and the related consolidated statements of oper-
ations, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2006.
Our audits also included the financial statement schedule listed at Item 15(A)(2) of the Company’s 2006
Annual Report on Form 10-K. These financial statements and the financial statement schedule are the respon-
sibility of the Company’s management. Our responsibility is to express an opinion on these financial
statements and financial statement schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reason-
able assurance about whether the financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant estimates made by management,
as well as evaluating the overall financial statement presentation. We believe that our audits provide a reason-
able basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all material respects, the
financial position of The New York Times Company as of December 31, 2006 and December 25, 2005, and the
results of its operations and its cash flows for each of the three years in the period ended December 31, 2006, in
conformity with accounting principles generally accepted in the United States of America. Also, in our opin-
ion, such financial statement schedule, when considered in relation to the basic consolidated financial
statements taken as a whole, presents fairly, in all material respects, the information set forth therein.
As discussed in Note 1 to the consolidated financial statements, in 2005 the Company adopted
Statement of Financial Accounting Standards No. 123(R), “Share-Based Payment,” as revised, effective
December 27, 2004. Also, as discussed in Note 8 to the consolidated financial statements, in 2005 the Company
adopted FASB Interpretation No. 47, “Accounting for Conditional Asset Retirement Obligations – an interpre-
tation of FASB Statement No. 143,” effective December 25, 2005. Also, as discussed in Note 1 to the
consolidated financial statements, in 2006 the Company adopted Statement of Financial Accounting
Standards No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans,”
relating to the recognition and related disclosure provisions, effective December 31, 2006.
As discussed in Note 2, the accompanying 2005 and 2004 consolidated financial statements have
been restated.
We have also audited, in accordance with the standards of the Public Company Accounting
Oversight Board (United States), the effectiveness of the Company’s internal control over financial reporting
as of December 31, 2006, based on the criteria established in Internal Control – Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 1,
2007 expressed an unqualified opinion on management’s assessment of the effectiveness of the Company’s
internal control over financial reporting and an adverse opinion on the effectiveness of the Company’s inter-
nal control over financial reporting because of a material weakness.
New York, NY
March 1, 2007
Report of Independent Registered Public Accounting Firm – THE NEW YORK TIMES COMPANY P.51
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON INTERNAL CONTROL OVER
FINANCIAL REPORTING
To the Board of Directors and Stockholders of
The New York Times Company
New York, NY
We have audited management’s assessment, included in the accompanying Management’s Report on Internal
Control over Financial Reporting (see Item 9A), that The New York Times Company (the “Company”) did not
maintain effective internal control over financial reporting as of December 31, 2006, because of the effect of the
material weakness identified in management’s assessment based on criteria established in Internal Control –
Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The
Company’s management is responsible for maintaining effective internal control over financial reporting and
for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to
express an opinion on management’s assessment and an opinion on the effectiveness of the Company’s inter-
nal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reason-
able assurance about whether effective internal control over financial reporting was maintained in all material
respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluat-
ing management’s assessment, testing and evaluating the design and operating effectiveness of internal
control, and performing such other procedures as we considered necessary in the circumstances. We believe
that our audit provides a reasonable basis for our opinions.
A company’s internal control over financial reporting is a process designed by, or under the supervi-
sion of, the company’s principal executive and principal financial officers, or persons performing similar
functions, and effected by the company’s board of directors, management, and other personnel to provide rea-
sonable assurance regarding the reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting principles. A company’s internal con-
trol over financial reporting includes those policies and procedures that (1) pertain to the maintenance of
records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of
the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit prepara-
tion of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and
directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the
financial statements.
Because of the inherent limitations of internal control over financial reporting, including the possibil-
ity of collusion or improper management override of controls, material misstatements due to error or fraud
may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of
the internal control over financial reporting to future periods are subject to the risk that the controls may
become inadequate because of changes in conditions, or that the degree of compliance with the policies or pro-
cedures may deteriorate.
A material weakness is a significant deficiency, or combination of significant deficiencies, that results
in more than a remote likelihood that a material misstatement of the annual or interim financial statements
will not be prevented or detected. The following material weakness has been identified and included in man-
agement’s assessment: The Company did not design control procedures to appropriately consider the
multi-employer versus single-employer status of collectively-bargained pension and benefit plans, leading to
inappropriate accounting for certain plan liabilities in accordance with generally accepted accounting princi-
ples. Such material weakness resulted in material adjustments to certain plan liabilities within the current and
prior period financial statements. This material weakness was considered in determining the nature, timing,
and extent of audit tests applied in our audit of the consolidated financial statements and financial statement
schedule as of and for the year ended December 31, 2006, of the Company and this report does not affect our
report on such financial statements and financial statement schedule.
P.52 2006 ANNUAL REPORT – Report of Independent Registered Public Accounting Firm
In our opinion, management’s assessment that the Company did not maintain effective internal con-
trol over financial reporting as of December 31, 2006, is fairly stated, in all material respects, based on the
criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Also in our opinion, because of the effect of the material weak-
ness described above on the achievement of the objectives of the control criteria, the Company has not
maintained effective internal control over financial reporting as of December 31, 2006, based on the criteria
established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of
the Treadway Commission.
We have also audited, in accordance with the standards of the Public Company Accounting
Oversight Board (United States), the consolidated financial statements and financial statement schedule as of
and for the year ended December 31, 2006, of the Company and our report dated March 1, 2007 expresses an
unqualified opinion and includes an explanatory paragraph referring to the Company’s adoption of
Statement of Financial Accounting Standards No. 158, “Employers’ Accounting for Defined Benefit Pension
and Other Postretirement Plans,” relating to the recognition and related disclosure provisions, effective
December 31, 2006, and includes an explanatory paragraph regarding the restatement of the consolidated
financial statements as discussed in Note 2 to the consolidated financial statements.
Deloitte & Touche LLP
New York, NY
March 1, 2007
Report of Independent Registered Public Accounting Firm – THE NEW YORK TIMES COMPANY P.53
CONSOLIDATED STATEMENTS OF OPERATIONS
Years Ended
2006 2005 2004
(Restated) (Restated)
(In thousands, except per share data) (See Note 2) (See Note 2)
Revenues
Advertising $2,153,936 $2,139,486 $2,053,378
Circulation 889,722 873,975 883,995
Other 246,245 217,667 222,039
Tot al 3,289,903 3,231,128 3,159,412
Costs and Expenses
Production costs
Raw materials 330,833 321,084 296,594
Wages and benefits 665,304 652,216 635,087
Other 533,392 495,588 474,978
Total production costs 1,529,529 1,468,888 1,406,659
Selling, general and administrative expenses 1,466,552 1,442,690 1,290,140
Total costs and expenses 2,996,081 2,911,578 2,696,799
Impairment of intangible assets 814,433 ——
Gain on sale of assets 122,946
Operating (Loss)/Profit (520,611) 442,496 462,613
Net income from joint ventures 19,340 10,051 240
Interest expense, net 50,651 49,168 41,760
Other income 4,167 8,212
(Loss)/income from continuing operations before income
taxes and minority interest (551,922) 407,546 429,305
Income taxes 16,608 163,976 163,731
Minority interest in net loss/(income) of subsidiaries 359 (257) (589)
(Loss)/income from continuing operations (568,171) 243,313 264,985
Discontinued operations, net of income taxes – Broadcast Media Group 24,728 15,687 22,646
Cumulative effect of a change in accounting principle,
net of income taxes (5,527)
Net (loss)/income $ (543,443) $ 253,473 $ 287,631
Average number of common shares outstanding
Basic 144,579 145,440 147,567
Diluted 144,579 145,877 149,357
Basic (loss)/earnings per share:
(Loss)/income from continuing operations $ (3.93) $ 1.67 $ 1.80
Discontinued operations, net of income taxes – Broadcast Media Group 0.17 0.11 0.15
Cumulative effect of a change in accounting principle,
net of income taxes (0.04)
Net (loss)/income $ (3.76) $1.74 $1.95
Diluted (loss)/earnings per share:
(Loss)/income from continuing operations $ (3.93) $ 1.67 $ 1.78
Discontinued operations, net of income taxes – Broadcast Media Group 0.17 0.11 0.15
Cumulative effect of a change in accounting principle,
net of income taxes (0.04)
Net (loss)/income $ (3.76) $1.74 $1.93
Dividends per share $.69 $ .65 $ .61
See Notes to the Consolidated Financial Statements
P.54 2006 ANNUAL REPORT – Consolidated Statements of Operations
CONSOLIDATED BALANCE SHEETS
December
2006 2005
(Restated)
(In thousands, except share and per share data) (See Note 2)
Assets
Current Assets
Cash and cash equivalents $ 72,360 $ 44,927
Accounts receivable (net of allowances: 2006 - $35,840; 2005 - $39,654) 402,639 439,966
Inventories 36,696 32,100
Deferred income taxes 73,729 68,118
Assets held for sale 357,028 359,152
Other current assets 242,591 70,323
Total current assets 1,185,043 1,014,586
Investments in Joint Ventures 145,125 238,369
Property, Plant and Equipment
Land 65,808 61,021
Buildings, building equipment and improvements 718,061 705,652
Equipment 1,359,496 1,398,616
Construction and equipment installations in progress 529,546 501,544
Total - at cost 2,672,911 2,666,833
Less: accumulated depreciation and amortization (1,297,546) (1,265,465)
Property, plant and equipment - net 1,375,365 1,401,368
Intangible Assets Acquired
Goodwill 650,920 1,399,337
Other intangible assets acquired (less accumulated amortization of $224,487 in
2006 and $168,319 in 2005) 133,448 176,572
Tot al 784,368 1,575,909
Deferred income taxes 125,681
Miscellaneous Assets 240,346 333,846
Total Assets $3,855,928 $4,564,078
Liabilities and Stockholders’ Equity
Current Liabilities
Commercial paper outstanding $ 422,025 $ 496,450
Accounts payable 242,528 208,520
Accrued payroll and other related liabilities 121,240 100,390
Accrued expenses 200,030 180,488
Unexpired subscriptions 83,298 81,870
Current portion of long-term debt and capital lease obligations 104,168 1,630
Construction loan 124,705
Total current liabilities 1,297,994 1,069,348
Other Liabilities
Long-term debt 720,790 821,962
Capital lease obligations 74,240 76,338
Deferred income taxes 26,278
Pension benefits obligation 384,277 380,257
Postretirement benefits obligation 256,740 268,569
Other 296,078 281,524
Total other liabilities 1,732,125 1,854,928
Minority Interest 5,967 188,976
Consolidated Balance Sheets – THE NEW YORK TIMES COMPANY P.55
See Notes to the Consolidated Financial Statements
December
2006 2005
(Restated)
(In thousands, except share and per share data) (See Note 2)
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: 2006 – 148,026,952; 2005 –
150,939,371 (including treasury shares: 2006 – 5,000,000; 2005 - 6,558,299) 14,804 15,094
Class B - convertible - authorized 832,592 shares; issued: 2006 – 832,592 and
2005 - 834,242 (including treasury shares: 2006 - none and 2005 - none) 82 83
Additional paid-in capital 55,148
Retained earnings 1,111,006 1,815,199
Common stock held in treasury, at cost (158,886) (261,964)
Accumulated other comprehensive income/(loss), net of income taxes:
Foreign currency translation adjustments 20,984 11,498
Funded status of benefit plans (168,148)
Unrealized derivative gain on cash-flow hedges 1,262
Minimum pension liability (185,215)
Unrealized loss on marketable securities (279)
Total accumulated other comprehensive loss, net of income taxes (147,164) (172,734)
Total stockholders’ equity 819,842 1,450,826
Total Liabilities and Stockholders’ Equity $3,855,928 $4,564,078
See Notes to the Consolidated Financial Statements
P.56 2006 ANNUAL REPORT – Consolidated Balance Sheets
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years Ended
2006 2005 2004
(Restated) (Restated)
(In thousands) (See Note 2) (See Note 2)
Cash Flows from Operating Activities
Net (loss) income $(543,443) $ 253,473 $ 287,631
Adjustments to reconcile net (loss)/income to net cash provided by
operating activities:
Impairment of intangible assets 814,433 ——
Depreciation 140,667 113,480 118,893
Amortization 29,186 30,289 23,635
Stock-based compensation 22,658 34,563 4,261
Cumulative effect of a change in accounting principle 5,852
(Undistributed earnings)/excess distributed earnings of affiliates (5,965) (919) 14,750
Minority interest in net (loss)/income of subsidiaries (359) 257 589
Deferred income taxes (139,904) (34,772) (484)
Long-term retirement benefit obligations 39,057 12,136 760
Gain on sale of assets (122,946)
Excess tax benefits from stock-based awards (1,938) (5,991)
Other - net 9,499 2,572 (17,153)
Changes in operating assets and liabilities, net of
acquisitions/dispositions:
Accounts receivable - net 37,486 (35,088) (3,418)
Inventories (7,592) 554 (3,702)
Other current assets (1,085) 29,743 (2,300)
Accounts payable 23,272 (3,870) 489
Accrued payroll and accrued expenses (9,900) 20,713 7,049
Accrued income taxes 14,828 (9,934) 11,746
Unexpired subscriptions 1,428 4,199 1,292
Net cash provided by operating activities 422,328 294,311 444,038
Cash Flows from Investing Activities
Acquisitions (35,752) (437,516)
Capital expenditures (332,305) (221,344) (188,451)
Investments sold/(made) 100,000 (19,220)
Proceeds on sale of assets 183,173
Other investing payments (20,605) (604) (3,697)
Net cash used in investing activities (288,662) (495,511) (192,148)
Cash Flows from Financing Activities
Commercial paper borrowings - net (74,425) 161,100 107,370
Construction loan 61,120 ——
Long-term obligations:
Increase 497,543
Reduction (1,640) (323,490) (1,824)
Capital shares:
Issuance 15,988 14,348 41,090
Repurchases (52,267) (57,363) (293,222)
Dividends paid to stockholders (100,104) (94,535) (90,127)
Excess tax benefits from stock-based awards 1,938 5,991
Other financing proceeds/(payments) - net 43,198 811 (12,525)
Net cash (used in)/provided by financing activities (106,192) 204,405 (249,238)
Net increase in cash and cash equivalents 27,474 3,205 2,652
Effect of exchange rate changes on cash and cash equivalents (41) (667) 290
Cash and cash equivalents at the beginning of the year 44,927 42,389 39,447
Cash and cash equivalents at the end of the year $ 72,360 $ 44,927 $ 42,389
See Notes to the Consolidated Financial Statements
Consolidated Statements of Cash Flows – THE NEW YORK TIMES COMPANY P.57
SUPPLEMENTAL DISCLOSURES TO CONSOLIDATED STATEMENTS OF CASH FLOWS
Cash Flow Information
Years Ended
2006 2005 2004
(Restated) (Restated)
(In thousands) (See Note 2) (See Note 2)
SUPPLEMENTAL DATA
Cash payments
Interest $ 71,812 $ 46,149 $ 47,900
Income taxes, net of refunds $ 152,178 $ 231,521 $ 166,497
P.58 2006 ANNUAL REPORT – Supplemental Disclosures to Consolidated Statements of Cash Flows
Acquisitions and Investments
See Note 3 of the Notes to the Consolidated
Financial Statements.
Other
In August 2006, the Company’s new headquarters
building was converted to a leasehold condominium,
with the Company and its development partner
acquiring ownership of their respective leasehold
condominium units (see Note 19). The Company’s
capital expenditures include those of its development
partner through August 2006. Cash capital expendi-
tures attributable to the Company’s development
partner’s interest in the Company’s new headquar-
ters were approximately $55 million in 2006,
$49 million in 2005 and $34 million in 2004.
Investing activities—Other investing payments
include cash payments by our development part-
ner for deferred expenses related to their leasehold
condominium units of approximately $20 million
in 2006.
Financing activities—Other financing proceeds/
(payments)-net include cash received from the
development partner for the repayment of the
Company’s loan receivable of approximately
$43 million in 2006 and for capital expenditures of
$1 million in 2005 and $12 million in 2004. The cash
received in 2004 was offset by cash payments made
by the Company to its development partner for
excess capital contributions made of approximately
$25 million in 2004.
Non-Cash
In August 2006, in connection with the conversion
of the Company’s new headquarters to a leasehold
condominium, the Company made a non-cash dis-
tribution of its development partner’s net assets of
approximately $260 million. Beginning in
September 2006, the Company recorded a non-
cash receivable and loan payable for the amount
that the Company’s development partner drew
down on the construction loan (see Note 19). The
non-cash receivable and loan payable recorded for
2006 was approximately $64 million. See Note 19
for additional information regarding the
Company’s new headquarters.
Accrued capital expenditures were approximately
$51 million in 2006, $25 million in 2005 and
$22 million in 2004.
See Notes to the Consolidated Financial Statements
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
Accumulated
Capital Stock
Common Other
Stock Comprehensive
Class A and Additional Held in Loss, Net
(In thousands, except Class B Paid-in Retained Treasury, Deferred of Income
share and per share data) Common Capital Earnings at Cost Compensation Tax Total
Balance, December 2003
As Previously Reported $15,856 $ 53,645 $1,790,801 $(381,004) $ (8,037) $ (79,019) $1,392,242
Restatement Adjustments 642 (39,299) (38,657)
Balance, December 2003
(Restated) $15,856 $ 53,645 $1,791,443 $(381,004) $ (8,037) $(118,318) $1,353,585
Comprehensive income:
Net income (Restated) 287,631 287,631
Foreign currency
translation gain 8,384 8,384
Unrealized derivative gain
on cash-flow hedges
(net of tax expense of $340) 485 485
Minimum pension liability
(net of tax benefit of
$2,333) (Restated) (2,937) (2,937)
Unrealized loss on
marketable securities
(net of tax benefit of $164) (199) (199)
Comprehensive income
(Restated) 293,364
Dividends, common - $.61
per share (90,127) (90,127)
Issuance of shares:
Retirement units - 9,810
Class A shares (334) 429 95
Employee stock purchase
plan - 953,679 Class A
shares (8,295) 41,585 33,290
Restricted shares - 515,866
Class A shares (1,997) 22,530 (20,533)
Stock options - 1,599,621
Class A shares 160 52,956 53,116
Stock-based compensation
expense - Restricted
Class A shares 4,261 4,261
Repurchase of stock -
6,852,643 Class A
shares (293,222) (293,222)
Treasury stock retirement -
9,232,565 Class A
shares (923) (95,975) (308,377) 405,275
Balance, December 2004
(Restated) 15,093 1,680,570 (204,407) (24,309) (112,585) 1,354,362
Consolidated Statements of Changes in Stockholders’ Equity – THE NEW YORK TIMES COMPANY P.59
See Notes to the Consolidated Financial Statements
Accumulated
Capital Stock
Common Other
Stock Comprehensive
Class A and Additional Held in Loss, Net
(In thousands, except Class B Paid-in Retained Treasury, Deferred of Income
share and per share data) Common Capital Earnings at Cost Compensation Tax Total
Comprehensive income:
Net income (Restated) 253,473 253,473
Foreign currency translation
loss (7,918) (7,918)
Unrealized derivative gain
on cash-flow hedges
(net of tax expense of
$1,120) 1,386 1,386
Minimum pension liability
(net of tax benefit of
$41,164) (Restated) (53,537) (53,537)
Unrealized loss on marketable
securities (net of tax
benefit of $62) (80) (80)
Comprehensive income
(Restated) 193,324
Dividends, common -
$.65 per share (94,535) (94,535)
Issuance of shares:
Retirement units – 10,378
Class A shares (345) 445 100
Employee stock purchase
plan – 833 Class A
shares 31 31
Stock options - 847,816
Class A shares 84 20,260 20,344
Stock conversions - 6,074
Class B shares to
A shares
Restricted shares forfeited -
14,927 Class A shares 639 (639)
Reversal of deferred
compensation (24,309) 24,309
Stock-based compensation
expense 34,563 34,563
Repurchase of stock -
1,734,099 Class A
shares (57,363) (57,363)
Balance, December 2005
(Restated) 15,177 55,148 1,815,199 (261,964) (172,734) 1,450,826
P.60 2006 ANNUAL REPORT – Consolidated Statements of Changes in Stockholders’ Equity
See Notes to the Consolidated Financial Statements
Accumulated
Capital Stock
Common Other
Stock Comprehensive
Class A and Additional Held in Loss, Net
(In thousands, except Class B Paid-in Retained Treasury, Deferred of Income
share and per share data) Common Capital Earnings at Cost Compensation Tax Total
Comprehensive loss:
Net loss (543,443) (543,443)
Foreign currency
translation gain 9,487 9,487
Unrealized derivative loss on
cash-flow hedges (net of
tax benefit of $1,023) (1,263) (1,263)
Minimum pension liability
(net of tax expense of
$79,498) 105,050 105,050
Unrealized gain on marketable
securities (net of tax
expense of $16) 36 36
Reclassification adjustment
for losses included in
net loss (net of tax
benefit of $210) 242 242
Comprehensive loss (429,891)
Adjustment to apply FAS 158
(net of tax benefit
of $89,364) (87,982) (87,982)
Dividends, common -
$.69 per share (100,104) (100,104)
Issuance of shares:
Retirement units - 9,396
Class A shares (217) 311 94
Stock options - 813,930
Class A shares 81 16,973 17,054
Stock conversions - 1,650
Class B shares to A
shares
Restricted shares forfeited -
19,905 Class A shares 658 (658)
Restricted stock
units exercises - 44,685
Class A shares (2,024) 1,478 (546)
Stock-based compensation
expense 22,658 22,658
Repurchase of stock -
2,203,888 Class A
shares (52,267) (52,267)
Treasury stock retirement -
3,728,011 Class A shares (372) (93,196) (60,646) 154,214
Balance, December 2006 $14,886 $ $1,111,006 $(158,886) $ $(147,164) $ 819,842
See Notes to the Consolidated Financial Statements.
Consolidated Statements of Changes in Stockholders’ Equity – THE NEW YORK TIMES COMPANY P.61
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
1. Summary of Significant Accounting Policies
Nature of Operations
The New York Times Company (the “Company”) is a
diversified media company currently including news-
papers, Internet businesses, television and radio
stations, investments in paper mills and other invest-
ments. The Company also has equity interests in
various other companies (see Note 7). The Company’s
major source of revenue is advertising, predominantly
from its newspaper business. The newspapers gener-
ally operate in the Northeast, Southeast and
California markets in the United States.
Principles of Consolidation
The Consolidated Financial Statements include the
accounts of the Company after the elimination of
material intercompany items.
Fiscal Year
The Company’s fiscal year end is the last Sunday in
December. Fiscal year 2006 comprises 53 weeks and
fiscal years 2005 and 2004 each comprise 52 weeks.
Unless specifically stated otherwise, all references to
2006, 2005 and 2004 refer to our fiscal years ended, or
the dates as of, December 31, 2006, December 25, 2005
and December 26, 2004.
Cash and Cash Equivalents
The Company considers all highly liquid debt instru-
ments with original maturities of three months or less
to be cash equivalents.
Accounts Receivable
Credit is extended to the Company’s advertisers and
subscribers based upon an evaluation of the customer’s
financial condition, and collateral is not required from
such customers. Allowances for estimated credit losses,
rebates, rate adjustments and discounts are generally
established based on historical experience.
Inventories
Inventories are stated at the lower of cost or current
market value. Inventory cost is generally based on the
last-in, first-out (“LIFO”) method for newsprint and the
first-in, first-out (“FIFO”) method for other inventories.
Investments
Investments in which the Company has at least a 20%,
but not more than a 50%, interest are generally
accounted for under the equity method. Investment
interests below 20% are generally accounted for under
the cost method, except if the Company could exercise
significant influence, the investment would be
accounted for under the equity method. The Company
has an investment interest below 20% in a limited liabil-
ity company (“LLC”) which is accounted for under the
equity method (see Note 7).
Property, Plant and Equipment
Property, plant and equipment are stated at cost.
Depreciation is computed by the straight-line method
over the shorter of estimated asset service lives or lease
terms as follows: buildings, building equipment and
improvements—10 to 40 years; equipment—3 to 30
years. The Company capitalizes interest costs and cer-
tain staffing costs as part of the cost of constructing
major facilities and equipment.
Goodwill and Intangible Assets Acquired
Goodwill and other intangible assets are accounted
for in accordance with Statement of Financial
Accounting Standards (“FAS”) No. 142, Goodwill
and Other Intangible Assets (“FAS 142”).
Goodwill is the excess of cost over the fair
market value of tangible and other intangible net
assets acquired. Goodwill is not amortized but tested
for impairment annually or if certain circumstances
indicate a possible impairment may exist in accor-
dance with FAS 142.
Other intangible assets acquired consist pri-
marily of mastheads and licenses on various acquired
properties, customer lists, as well as other assets.
Other intangible assets acquired that have indefinite
lives (mastheads and licenses) are not amortized but
tested for impairment annually or if certain circum-
stances indicate a possible impairment may exist.
Certain other intangible assets acquired (customer
lists and other assets) are amortized over their esti-
mated useful lives and tested for impairment if certain
circumstances indicate an impairment may exist.
The Company tests for goodwill impairment
at the reporting unit level as defined in FAS 142. This
test is a two-step process. The first step of the goodwill
impairment test, used to identify potential impair-
ment, compares the fair value of the reporting unit
with its carrying amount, including goodwill. If the
fair value, which is based on future cash flows,
exceeds the carrying amount, goodwill is not consid-
ered impaired. If the carrying amount exceeds the fair
value, the second step must be performed to measure
the amount of the impairment loss, if any. The second
step compares the fair value of the reporting unit’s
goodwill with the carrying amount of that goodwill.
An impairment loss would be recognized in an
amount equal to the excess of the carrying amount of
P.62 2006 ANNUAL REPORT – Notes to the Consolidated Financial Statements
Notes to the Consolidated Financial Statements – THE NEW YORK TIMES COMPANY P.63
the goodwill over the fair value of the goodwill. In the
fourth quarter of each year, we evaluate goodwill on a
separate reporting unit basis to assess recoverability,
and impairments, if any, are recognized in earnings.
Intangible assets that are not amortized are
tested for impairment at the asset level by comparing
the fair value of the asset with its carrying amount. If
the fair value, which is based on future cash flows,
exceeds the carrying amount, the asset is not consid-
ered impaired. If the carrying amount exceeds the fair
value, an impairment loss would be recognized in an
amount equal to the excess of the carrying amount of
the asset over the fair value of the asset.
Intangible assets that are amortized are
tested for impairment at the asset level associated
with the lowest level of cash flows. An impairment
exists if the carrying value of the asset is i) not recov-
erable (the carrying value of the asset is greater than
the sum of undiscounted cash flows) and ii) is greater
than its fair value.
The significant estimates and assumptions
used by management in assessing the recoverability of
goodwill and other intangible assets are estimated
future cash flows, present value discount rate, and
other factors. Any changes in these estimates or
assumptions could result in an impairment charge. The
estimates of future cash flows, based on reasonable and
supportable assumptions and projections, require man-
agement’s subjective judgment. Depending on the
assumptions and estimates used, the estimated future
cash flows projected in the evaluations of long-lived
assets can vary within a range of outcomes.
In addition to the testing above which is
done on an annual basis, management uses certain
indicators to evaluate whether the carrying value of
goodwill and other intangible assets may not be
recoverable, such as i) current-period operating or
cash flow declines combined with a history of operat-
ing or cash flow declines or a projection/forecast that
demonstrates continuing declines in the cash flow of
an entity or inability of an entity to improve its opera-
tions to forecasted levels and ii) a significant adverse
change in the business climate, whether structural or
technological, that could affect the value of an entity.
Self-Insurance
The Company self-insures for workers’ compensation
costs, certain employee medical and disability bene-
fits, and automobile and general liability claims. The
recorded liabilities for self-insured risks are primarily
calculated using actuarial methods. The liabilities
include amounts for actual claims, claim growth and
claims incurred but not yet reported.
Pension and Postretirement Benefits
The Company sponsors several pension plans and
makes contributions to several other multi-employer
pension plans in connection with collective bargain-
ing agreements. The Company also provides health
and life insurance benefits to retired employees who
are not covered by collective bargaining agreements.
The Company’s pension and postretirement
benefit costs are accounted for using actuarial
valuations required by FAS No. 87, Employers’
Accounting for Pensions (“FAS 87”), and FAS No.
106, Employers’ Accounting for Postretirement
Benefits Other Than Pensions (“FAS 106”).
The Company adopted FAS No. 158,
Employers’ Accounting for Defined Benefit Pension
and Other Postretirement Plans (“FAS 158”) as of
December 31, 2006. FAS 158 requires an entity to rec-
ognize the funded status of its defined pension plans
on the balance sheet and to recognize changes in the
funded status, that arise during the period but are not
recognized as components of net periodic benefit
cost, within other comprehensive income, net of
income taxes. See Note 12 and 13 for additional infor-
mation regarding the adoption of FAS 158.
Revenue Recognition
Advertising revenue is recognized when advertise-
ments are published, broadcast or placed on the
Company’s Web sites or, with respect to certain
Web advertising, each time a user clicks on certain
ads, net of provisions for estimated rebates, rate
adjustments and discounts.
Rebates are accounted for in accordance with
Emerging Issues Task Force (“EITF”) 01-09,
Accounting for Consideration Given by a Vendor
to a Customer (including Reseller of the Vendor’s
Product) (“EITF 01-09”). The Company recognizes
a rebate obligation as a reduction of revenue, based
on the amount of estimated rebates that will be
earned and claimed, related to the underlying rev-
enue transactions during the period. Measurement
of the rebate obligation is estimated based on the
historical experience of the number of customers
that ultimately earn and use the rebate.
Rate adjustments primarily represent credits given
to customers related to billing or production errors
and discounts represent credits given to customers
who pay an invoice prior to its due date. Rate
adjustments and discounts are accounted for in
accordance with EITF 01-09 as a reduction of rev-
enue, based on the amount of estimated rate
adjustments or discounts related to the underlying
revenue during the period. Measurement of rate
P.64 2006 ANNUAL REPORT – Notes to the Consolidated Financial Statements
adjustments and discount obligations are esti-
mated based on historical experience of credits
actually issued.
Circulation revenue includes single copy and home
delivery subscription revenue. Single copy revenue
is recognized based on date of publication, net of
provisions for related returns. Proceeds from
home-delivery subscriptions are deferred at the
time of sale and are recognized in earnings on a pro
rata basis over the terms of the subscriptions.
Other revenue is recognized when the related serv-
ice or product has been delivered.
Income Taxes
Income taxes are accounted for in accordance with
FAS No. 109, Accounting for Income Taxes
(“FAS 109”). Under FAS 109 income taxes are recog-
nized for the following: i) amount of taxes payable for
the current year, and ii) deferred tax assets and liabili-
ties for the future tax consequence of events that have
been recognized differently in the financial statements
than for tax purposes. Deferred tax assets and liabili-
ties 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.
Stock-Based Compensation
Stock-based compensation is accounted for in accor-
dance with FAS No. 123 (revised 2004), Share-Based
Payment (“FAS 123-R”). The Company adopted
FAS 123-R at the beginning of 2005. The Company
establishes fair value for its equity awards to deter-
mine its cost and recognizes the related expense over
the appropriate vesting period. The Company recog-
nizes expense for stock options, restricted stock units,
restricted stock, shares issued under the Company’s
employee stock purchase plan (only in 2005) and
other long-term incentive plan awards. Before the
adoption of FAS 123-R, the Company applied
Accounting Principles Board Opinion (“APB”)
No. 25, Accounting for Stock Issued to Employees
(“APB 25”) to account for its stock-based awards. See
Note 16 for additional information related to stock-
based compensation expense.
Earnings/(Loss) Per Share
The Company calculates earnings/(loss) per share in
accordance with FAS No. 128, Earnings Per Share.
Basic earnings per share is calculated by dividing net
earnings available to common shares by average
common shares outstanding. Diluted earnings/(loss)
per share is calculated similarly, except that it
includes the dilutive effect of the assumed exercise of
securities, including the effect of shares issuable
under the Company’s stock-based incentive plans.
All references to earnings/(loss) per share
are on a diluted basis unless otherwise noted.
Foreign Currency Translation
The assets and liabilities of foreign companies are
translated at year-end exchange rates. Results of
operations are translated at average rates of exchange
in effect during the year. The resulting translation
adjustment is included as a separate component of
the Consolidated Statements of Changes in
Stockholders’ Equity, and in the Stockholders’ Equity
section of the Consolidated Balance Sheets, in the
caption “Accumulated other comprehensive loss, net
of income taxes.”
Use of Estimates
The preparation of financial statements in conformity
with accounting principles generally accepted in the
United States of America (“GAAP”) requires
management to make estimates and assumptions that
affect the amounts reported in the Company’s
Consolidated Financial Statements. Actual results
could differ from these estimates.
Reclassifications
For comparability, certain prior year amounts have
been reclassified to conform with the 2006 presenta-
tion, specifically reclassifications related to a
discontinued operation (see Note 5).
Recent Accounting Pronouncements
In September 2006, the Financial Accounting
Standards Board (“FASB”) issued FAS No. 157, Fair
Value Measurements (“FAS 157”). FAS 157 estab-
lishes a common definition for fair value under
GAAP, establishes a framework for measuring fair
value and expands disclosure requirements about
such fair value measurements. FAS 157 is effective for
fiscal years beginning after November 15, 2007. The
Company is currently evaluating the impact of
adopting FAS 157 on its financial statements.
In June 2006, FASB issued FASB
Interpretation (“FIN”) No. 48, Accounting for
Uncertainty in Income Taxes—an interpretation of
FASB Statement No. 109 (“FIN 48”), which clarifies
the accounting for uncertainty in income tax positions
(“tax positions”). FIN 48 requires the Company to
Notes to the Consolidated Financial Statements – THE NEW YORK TIMES COMPANY P.65
recognize in its financial statements the impact of a tax
position if that tax position is more likely than not of
being sustained on audit, based on the technical
merits of the tax position. The provisions of FIN 48 are
effective as of the beginning of the Company’s 2007
fiscal year, with the cumulative effect of the change in
accounting principle recorded as an adjustment to
opening retained earnings. The Company estimates
that a cumulative effect adjustment of approximately
$21 to $26 million will be charged to retained earnings
to increase reserves for uncertain tax positions. This
estimate is subject to revision as the Company
completes its analysis.
In February 2007, FASB issued FAS No. 159,
The Fair Value Option for Financial Assets and
Financial Liabilities Including an Amendment of
FASB Statement No. 115 (“FAS 159”). FAS 159 permits
entities to choose to measure many financial instru-
ments and certain other items at fair value. FAS 159 is
effective for fiscal years beginning after November 15,
2007. The Company is currently evaluating the impact
of adopting FAS 159 on its financial statements.
2. Restatement of Financial Statements
Subsequent to the issuance of its 2005 consolidated
financial statements, the Company determined that
there were errors in accounting for certain pension
and postretirement plans.
The reporting errors arose principally from
the Company’s treatment of pension and benefits
plans established pursuant to collective bargaining
agreements between the Company and its
subsidiaries, on the one hand, and The New York
Times Newspaper Guild, on the other, as multi-
employer plans. The plans’ participants include
employees of The New York Times and a Company
subsidiary, as well as employees of the plans’ admin-
istrator. The Company has concluded that, under
GAAP, the plans should have been accounted for as
single-employer plans. The main effect of the change
is that the Company must account for the present
value of projected future benefits to be provided
under the plans. Previously, the Company had
recorded the expense of its annual contributions to the
plans. While the calculations will increase the
Company’s reported expense, the accounting changes
will not materially increase the Company’s funding
obligations, which are regulated by collective bargain-
ing agreements with the union.
The Company restated the Consolidated
Balance Sheet as of December 2005, and the
Consolidated Statements of Operations, Consolidated
Statements of Cash Flows and Consolidated
Statements of Changes in Stockholders’ Equity for the
2005 and 2004 fiscal years.
The restatement also reflects the effect of
unrecorded adjustments that were previously deter-
mined to be immaterial, mainly related to accounts
receivable allowances and accrued expenses.
The following tables show the impact of the
restatement. The Broadcast Media Group’s results of
operations have been presented as discontinued
operations, and certain assets and liabilities are classi-
fied as held for sale for all periods presented (see
Note 5). In order to more clearly disclose the impact
of the restatement on reported results, the impact of
this reclassification is separately shown below in the
column labeled “Discontinued Operations.”
P.66 2006 ANNUAL REPORT – Notes to the Consolidated Financial Statements
Consolidated Statements of Operations
Year Ended December 2005
As Previously Discontinued Restatement Restated and
(In thousands, except per share data) Reported Operations Adjustments Reclassified
Revenues
Advertising $2,278,239 $(136,161) $ (2,592) $2,139,486
Circulation 873,975 873,975
Other 220,561 (2,894) 217,667
Total 3,372,775 (139,055) (2,592) 3,231,128
Costs and expenses
Production costs
Raw materials 321,084 321,084
Wages and benefits 690,754 (38,538) 652,216
Other 528,546 (32,958) 495,588
Total production costs 1,540,384 (71,496) 1,468,888
Selling, general and administrative expenses 1,474,283 (40,418) 8,825 1,442,690
Total costs and expenses 3,014,667 (111,914) 8,825 2,911,578
Gain on sale of assets 122,946 122,946
Operating profit 481,054 (27,141) (11,417) 442,496
Net income from joint ventures 10,051 10,051
Interest expense, net 49,168 49,168
Other income 4,167 4,167
Income from continuing operations before income
taxes and minority interest 446,104 (27,141) (11,417) 407,546
Income taxes 180,242 (11,129) (5,137) 163,976
Minority interest in net income of subsidiaries (257) (257)
Income from continuing operations 265,605 (16,012) (6,280) 243,313
Discontinued operations, net of income taxes –
Broadcast Media Group 15,687 15,687
Cumulative effect of a change in accounting principle,
net of income taxes (5,852) 325 (5,527)
Net income $ 259,753 $ $ (6,280) $ 253,473
Average number of common shares outstanding
Basic 145,440 145,440 145,440 145,440
Diluted 145,877 145,877 145,877 145,877
Basic earnings per share:
Income from continuing operations $ 1.83 $ (0.11) $ (0.05) $ 1.67
Discontinued operations, net of income taxes –
Broadcast Media Group 0.11 0.11
Cumulative effect of a change in accounting
principle, net of income taxes (0.04) (0.04)
Net income $ 1.79 $ $ (0.05) $ 1.74
Diluted earnings per share:
Income from continuing operations $ 1.82 $ (0.11) $ (0.04) $ 1.67
Discontinued operations, net of income taxes –
Broadcast Media Group 0.11 0.11
Cumulative effect of a change in accounting
principle, net of income taxes (0.04) (0.04)
Net income $ 1.78 $ $ (0.04) $ 1.74
Dividends per share $ .65 $ .65
Notes to the Consolidated Financial Statements – THE NEW YORK TIMES COMPANY P.67
Year Ended December 2004
As Previously Discontinued Restatement Restated and
(In thousands, except per share data) Reported Operations Adjustments Reclassified
Revenues
Advertising $2,194,644 $(142,663) $ 1,397 $ 2,053,378
Circulation 883,995 883,995
Other 225,003 (2,964) 222,039
Total 3,303,642 (145,627) 1,397 3,159,412
Costs and expenses
Production costs
Raw materials 296,594 296,594
Wages and benefits 672,901 (37,814) 635,087
Other 506,053 (31,075) 474,978
Total production costs 1,475,548 (68,889) 1,406,659
Selling, general and administrative expenses 1,318,141 (38,355) 10,354 1,290,140
Total costs and expenses 2,793,689 (107,244) 10,354 2,696,799
Operating profit 509,953 (38,383) (8,957) 462,613
Net income from joint ventures 240 240
Interest expense, net 41,760 41,760
Other income 8,212 8,212
Income from continuing operations before income
taxes and minority interest 476,645 (38,383) (8,957) 429,305
Income taxes 183,499 (15,737) (4,031) 163,731
Minority interest in net income of subsidiaries (589) (589)
Income from continuing operations 292,557 (22,646) (4,926) 264,985
Discontinued operations, net of income taxes –
Broadcast Media Group 22,646 22,646
Net income $ 292,557 $ $ (4,926) $ 287,631
Average number of common shares outstanding
Basic 147,567 147,567 147,567 147,567
Diluted 149,357 149,357 149,357 149,357
Basic earnings per share:
Income from continuing operations $ 1.98 $ (0.15) $ (0.03) $ 1.80
Discontinued operations, net of income taxes —
Broadcast Media Group 0.15 0.15
Net income $ 1.98 $ $ (0.03) $ 1.95
Diluted earnings per share:
Income from continuing operations $ 1.96 $ (0.15) $ (0.03) $ 1.78
Discontinued operations, net of income taxes —
Broadcast Media Group 0.15 0.15
Net income $ 1.96 $ $ (0.03) $ 1.93
Dividends per share $ .61 $ .61
P.68 2006 ANNUAL REPORT – Notes to the Consolidated Financial Statements
Consolidated Balance Sheet
As of December 2005
As Previously Discontinued Restatement Restated and
(In thousands, except per share data) Reported Operations Adjustments Reclassified
Assets
Current Assets
Cash and cash equivalents $ 44,927 $ $ $ 44,927
Accounts receivable (net of allowances: 2005 - $39,654) 435,273 4,693 439,966
Inventories 32,100 32,100
Deferred income taxes 68,118 68,118
Assets held for sale 359,152 359,152
Other current assets 77,328 (5,255) (1,750) 70,323
Total current assets 657,746 353,897 2,943 1,014,586
Investments in Joint Ventures 238,369 238,369
Property, Plant and Equipment
Land 66,475 (5,454) 61,021
Buildings, building equipment and improvements 735,561 (29,909) 705,652
Equipment 1,529,785 (131,169) 1,398,616
Construction and equipment installations in progress 504,769 (3,225) 501,544
Total – at cost 2,836,590 (169,757) 2,666,833
Less: accumulated depreciation and amortization (1,368,187) 102,722 (1,265,465)
Property, plant and equipment – net 1,468,403 (67,035) 1,401,368
Intangible Assets Acquired
Goodwill 1,439,881 (40,544) 1,399,337
Other intangible assets acquired (less accumulated
amortization of $168,319) 411,106 (234,534) 176,572
Total 1,850,987 (275,078) 1,575,909
Miscellaneous Assets 317,532 (11,784) 28,098 333,846
Total Assets $4,533,037 $ $ 31,041 $4,564,078
Liabilities and Stockholders’ Equity
Current Liabilities
Commercial paper outstanding $ 496,450 $ $ $ 496,450
Accounts payable 201,119 11,782 (4,381) 208,520
Accrued payroll and other related liabilities 100,390 100,390
Accrued expenses 185,063 (4,575) 180,488
Unexpired subscriptions 81,870 81,870
Current portion of long-term debt and capital lease
obligations 1,630 1,630
Total current liabilities 1,066,522 11,782 (8,956) 1,069,348
Other Liabilities
Long-term debt 821,962 821,962
Capital lease obligations 76,338 76,338
Deferred income taxes 79,806 (53,528) 26,278
Pension benefits obligation 272,597 107,660 380,257
Postretirement benefits obligation 217,282 51,287 268,569
Other 293,306 (11,782) 281,524
Total other liabilities 1,761,291 (11,782) 105,419 1,854,928
Minority Interest 188,976 188,976
Notes to the Consolidated Financial Statements – THE NEW YORK TIMES COMPANY P.69
As of December 2005
As Previously Discontinued Restatement Restated and
(In thousands, except share and per share data) Reported Operations Adjustments Reclassified
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 (including treasury shares:
2005 - 6,558,299) $ 15,094 $ $ $ 15,094
Class B – convertible – authorized 834,242 shares;
issued: 2005 – 834,242 (including treasury
shares: 2005 - none) 83 83
Additional paid-in capital 55,148 55,148
Retained earnings 1,825,763 (10,564) 1,815,199
Common stock held in treasury, at cost (261,964) (261,964)
Accumulated other comprehensive income/(loss),
net of income taxes:
Foreign currency translation adjustments 11,498 11,498
Unrealized derivative gain on cash-flow hedges 1,262 1,262
Minimum pension liability (130,357) (54,858) (185,215)
Unrealized loss on marketable securities (279) (279)
Total accumulated other comprehensive loss, net of
income taxes (117,876) (54,858) (172,734)
Total stockholders’ equity 1,516,248 (65,422) 1,450,826
Total Liabilities and Stockholders’ Equity $ 4,533,037 $ $ 31,041 $4,564,078
P.70 2006 ANNUAL REPORT – Notes to the Consolidated Financial Statements
Consolidated Statements of Cash Flows
Year Ended December 2005
As Previously Restatement
(In thousands) Reported Adjustments Restated
Cash Flows from Operating Activities
Net income $ 259,753 $ (6,280) $ 253,473
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation 113,480 113,480
Amortization 30,289 30,289
Stock-based compensation 34,563 34,563
Cumulative effect of a change in accounting principle 5,852 5,852
Undistributed earnings of affiliates (919) (919)
Minority interest in net income of subsidiaries 257 257
Deferred income taxes (29,635) (5,137) (34,772)
Long-term retirement benefit obligations 2,458 9,678 12,136
Gain on sale of assets (122,946) (122,946)
Excess tax benefits from stock-based awards (5,991) (5,991)
Other – net 2,572 2,572
Changes in operating assets and liabilities, net of acquisitions/dispositions:
Accounts receivable – net (41,265) 6,177 (35,088)
Inventories 554 554
Other current assets 29,993 (250) 29,743
Accounts payable (1,021) (2,849) (3,870)
Accrued payroll and accrued expenses 22,052 (1,339) 20,713
Accrued income taxes (9,934) (9,934)
Unexpired subscriptions 4,199 4,199
Net cash provided by operating activities 294,311 294,311
Cash Flows from Investing Activities
Acquisitions (437,516) (437,516)
Capital expenditures (221,344) (221,344)
Investments (19,220) (19,220)
Proceeds on sale of assets 183,173 183,173
Other investing payments (604) (604)
Net cash used in investing activities (495,511) (495,511)
Cash Flows from Financing Activities
Commercial paper borrowings – net 161,100 161,100
Long-term obligations:
Increase 497,543 497,543
Reduction (323,490) (323,490)
Capital shares:
Issuance 14,348 14,348
Repurchases (57,363) (57,363)
Dividends paid to stockholders (94,535) (94,535)
Excess tax benefits from stock-based awards 5,991 5,991
Other financing proceeds – net 811 811
Net cash provided by financing activities 204,405 204,405
Net increase in cash and cash equivalents 3,205 3,205
Effect of exchange rate changes on cash and cash equivalents (667) (667)
Cash and cash equivalents at the beginning of the year 42,389 42,389
Cash and cash equivalents at the end of the year $ 44,927 $ $ 44,927
Notes to the Consolidated Financial Statements – THE NEW YORK TIMES COMPANY P.71
Year Ended December 2004
As Previously Restatement
(In thousands) Reported Adjustments Restated
Cash Flows from Operating Activities
Net income $ 292,557 $(4,926) $ 287,631
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation 118,893 118,893
Amortization 23,635 23,635
Stock-based compensation 4,261 4,261
Excess distributed earnings of affiliates 14,750 14,750
Minority interest in net income of subsidiaries 589 589
Deferred income taxes 3,547 (4,031) (484)
Long-term retirement benefit obligations (8,981) 9,741 760
Other – net (17,153) (17,153)
Changes in operating assets and liabilities, net of acquisitions/dispositions:
Accounts receivable – net (3,036) (382) (3,418)
Inventories (3,702) (3,702)
Other current assets (2,050) (250) (2,300)
Accounts payable 114 375 489
Accrued payroll and accrued expenses 7,576 (527) 7,049
Accrued income taxes 11,746 11,746
Unexpired subscriptions 1,292 1,292
Net cash provided by operating activities 444,038 444,038
Cash Flows from Investing Activities
Capital expenditures (188,451) (188,451)
Other investing payments (3,697) (3,697)
Net cash used in investing activities (192,148) (192,148)
Cash Flows from Financing Activities
Commercial paper borrowings – net 107,370 107,370
Long-term obligations:
Reduction (1,824) (1,824)
Capital shares:
Issuance 41,090 41,090
Repurchases (293,222) (293,222)
Dividends paid to stockholders (90,127) (90,127)
Other financing payments – net (12,525) (12,525)
Net cash used in financing activities (249,238) (249,238)
Net increase in cash and cash equivalents 2,652 2,652
Effect of exchange rate changes on cash and cash equivalents 290 290
Cash and cash equivalents at the beginning of the year 39,447 39,447
Cash and cash equivalents at the end of the year $ 42,389 $ $ 42,389
P.72 2006 ANNUAL REPORT – Notes to the Consolidated Financial Statements
3. Acquisitions and Dispositions
Calorie-Count.com
In September 2006, the Company acquired Calorie-
Count, a site that offers weight loss tools and
nutritional information, for approximately $1 million,
the majority of which was allocated to goodwill.
Calorie-Count is part of About.com.
Baseline
In August 2006, the Company acquired Baseline, a
leading online database and research service for infor-
mation on the film and television industries, for
$35.0 million. Baseline is part of NYTimes.com, which
is part of the News Media Group.
The Calorie-Count and Baseline acquisitions
in 2006 will further expand the Company’s online
content and functionality as well as continue to diver-
sify the Company’s online revenue base.
Based on a preliminary independent valua-
tion of Baseline, the Company has allocated the
excess of the purchase price over the carrying amount
of net assets acquired as follows: $25.1 million to
goodwill and $10.1 million to other intangible assets
(primarily content, a customer list and technology).
The preliminary purchase price allocation
for Baseline is subject to adjustment when addi-
tional information concerning asset and liability
valuations is obtained. The final asset and liability
fair values may differ from those included in the
Company’s Consolidated Balance Sheet at
December 2006; however, the changes are not
expected to have a material effect on the Company’s
Consolidated Financial Statements.
KAUT-TV
In November 2005, the Company acquired KAUT-TV,
a television station in Oklahoma City, for approxi-
mately $23 million. KAUT-TV, which is located in the
same television market as the Company’s station
KFOR-TV (a “duopoly”), is part of the Broadcast
Media Group.
In January 2007, the Company entered into
an agreement to sell its Broadcast Media Group (see
Note 5). The goodwill and other intangible assets for
KAUT-TV have been reclassified to “Assets held for
sale” in the Company’s Consolidated Balance Sheets
(see Note 5).
About.com
In March 2005, the Company acquired About.com for
approximately $410 million to broaden its online con-
tent offering, strengthen and diversify its online
advertising, extend its reach among Internet users
and provide an important platform for future growth.
These factors contributed to establishing the pur-
chase price and supported the premium paid over the
fair value of tangible and intangible assets. The acqui-
sition was completed after a competitive auction
process.
North Bay Business Journal
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. North Bay is
included in the News Media Group as part of the
Regional Media Group.
Based on independent valuations of
About.com and North Bay the Company has allo-
cated the excess of the purchase prices over the
carrying value of the net assets acquired as follows:
About.com- $343.4 million to goodwill and $62.2 mil-
lion to other intangible assets (primarily content,
customer lists); North Bay – $2.1 million to goodwill
and $0.9 million to other intangible assets (primarily
customer lists).
The Company’s Consolidated Financial
Statements include the operating results of these
acquisitions subsequent to their date of acquisition.
The acquisitions in 2006 and 2005 were
funded through a combination of short-term and
long-term debt and did not have a material impact on
the Company’s Consolidated Financial Statements
for the periods presented herein.
Sale of Discovery Times Channel Investment
In October 2006, the Company sold its 50% owner-
ship interest in Discovery Times Channel, a digital
cable channel, for $100 million. The sale resulted in
the Company liquidating its investment of approxi-
mately $108 million, which was included in
“Investments in joint ventures” in the Company’s
Consolidated Balance Sheet, and recording a loss of
approximately $8 million in “Net income from joint
ventures” in the Company’s Consolidated Statement
of Operations.
4. Goodwill and Other Intangible Assets
Goodwill is the excess of cost over the fair market
value of tangible and other intangible net assets
acquired. Goodwill is not amortized but tested for
impairment annually or if certain circumstances indi-
cate a possible impairment may exist in accordance
with FAS 142.
Other intangible assets acquired consist pri-
marily of mastheads and licenses on various acquired
properties, customer lists, as well as other assets.
Other intangible assets acquired that have indefinite
lives (mastheads and licenses) are not amortized but
Notes to the Consolidated Financial Statements – THE NEW YORK TIMES COMPANY P.73
tested for impairment annually or if certain circum-
stances indicate a possible impairment may exist.
Certain other intangible assets acquired (customer lists
and other assets) are amortized over their estimated
useful lives. See Note 1 for the Company’s policy of
goodwill and other intangibles impairment testing.
In 2006, the Company’s annual impairment
tests resulted in a non-cash impairment charge of
$814.4 million ($735.9 million after tax, or $5.09 per
share) related to a write-down of intangible assets of
the New England Media Group. The New England
Media Group, which includes The Boston Globe (the
“Globe”), Boston.com and the Worcester Telegram &
Gazette, is part of the News Media Group reportable
segment. The majority of the charge is not tax
deductible because the 1993 acquisition of the Globe
was structured as a tax-free stock transaction. The
impairment charge, which is included in the line item
“Impairment of intangible assets” in the 2006
Consolidated Statement of Operations, is presented
below by intangible asset:
(In thousands) Pre-tax Tax After-tax
Goodwill $782,321 $65,009 $ 717,312
Customer list 25,597 10,751 14,846
Newspaper masthead 6,515 2,736 3,779
Total $814,433 $78,496 $ 735,937
The impairment of the intangible assets above mainly
resulted from declines in current and projected oper-
ating results and cash flows of the New England
Media Group due to, among other factors, advertiser
consolidations in the New England area and
increased competition with online media. These fac-
tors resulted in the carrying value of the intangible
assets being greater than their fair value, and there-
fore a write-down to fair value was required.
The fair value of goodwill is the residual fair
value after allocating the total fair value of the New
England Media Group to its other assets, net of
liabilities. The total fair value of the New England
Media Group was estimated using a combination of a
discounted cash flow model (present value of future
cash flows) and two market approach models (a
multiple of various metrics based on comparable
businesses and market transactions).
The fair value of the customer list and news-
paper masthead was calculated by estimating the
present value of future cash flows associated with
each asset.
The changes in the carrying amount of
Goodwill in 2006 and 2005 were as follows:
News Media
(In thousands) Group About.com Total
Balance as of
December 2004 $1,063,883 $ $1,063,883
Goodwill acquired
during year 2,114 343,689 345,803
Foreign currency
translation (10,349) (10,349)
Balance as of
December 2005 1,055,648 343,689 1,399,337
Goodwill acquired
during year 25,147 926 26,073
Goodwill adjusted
during year (259) (259)
Impairment (782,321) (782,321)
Foreign currency
translation 8,090 8,090
Balance as of
December 2006 $ 306,564 $344,356 $ 650,920
Goodwill acquired in 2006 resulted from the acquisition
of Baseline and Calorie-Count (see Note 3).
Goodwill acquired in 2005 resulted from the
acquisition of About.com and North Bay (see Note 3).
The foreign currency translation line item
reflects changes in Goodwill resulting from fluctuat-
ing exchange rates related to the consolidation of the
International Herald Tribune (the “IHT”).
The Broadcast Media Group’s results of
operations have been presented as discontinued
operations, and certain assets and liabilities are classi-
fied as held for sale for all periods presented (see
Note 5).
Other intangible assets acquired as of December 2006 and 2005 were as follows:
December 2006 December 2005
Gross Gross
Carrying Accumulated Carrying Accumulated
(In thousands) Amount Amortization Net Amount Amortization Net
Amortized other
intangible assets:
Customer lists $ 220,935 $(196,268) $ 24,667 $218,326 $(155,763) $ 62,563
Other 63,777 (21,704) 42,073 55,018 (12,556) 42,462
Tot al 284,712 (217,972) 66,740 273,344 (168,319) 105,025
Unamortized other
intangible assets:
Newspaper mastheads 73,223 (6,515) 66,708 71,547 71,547
Total other intangible
assets acquired $ 357,935 $(224,487) $133,448 $344,891 $(168,319) $176,572
P.74 2006 ANNUAL REPORT – Notes to the Consolidated Financial Statements
The table above includes other intangible assets
related to the acquisitions of About.com, North Bay
and Baseline (see Note 3). Additionally, certain
amounts in the table above include the foreign cur-
rency translation adjustment related to the
consolidation of the IHT.
As of December 2006, the remaining
weighted-average amortization period is eight years
for customer lists and seven years for other intangible
assets acquired included in the table above.
Accumulated amortization includes write-
downs of $25.6 million in customer lists and
$6.5 million in newspaper mastheads related to the
impairment charge. Amortization expense related to
amortized other intangible assets acquired was
$24.4 million in 2006, $24.9 million in 2005 and
$17.3 million in 2004. Amortization expense for the
next five years related to these intangible assets is
expected to be as follows:
(In thousands)
Year Amount
2007 $13,400
2008 10,500
2009 8,700
2010 8,500
2011 8,200
5. Discontinued Operations
In January 2007, the Company entered into an agree-
ment to sell its Broadcast Media Group, which consists
of nine network-affiliated television stations, their
related Web sites and the digital operating center, for
$575 million. This decision was a result of the
Company’s ongoing analysis of its business portfolio
and will allow the Company to place an even greater
emphasis on developing and integrating its print and
growing digital resources. The sale is subject to regula-
tory approvals and is expected to close in the first half
of 2007.
In accordance with the provisions of
FAS 144, the Broadcast Media Group’s results of oper-
ations are presented as discontinued operations and
certain assets and liabilities are classified as held for
sale for all periods presented. The results of opera-
tions presented as discontinued operations and the
assets and liabilities classified as held for sale are
summarized below.
(In thousands) 2006 2005 2004
Revenues $156,791 $139,055 $145,627
Total costs and expenses 115,370 111,914 107,244
Pre-tax income 41,421 27,141 38,383
Income taxes 16,693 11,129 15,737
Cumulative effect of
a change in
accounting principle,
net of income taxes (325)
Discontinued operations,
net of income taxes $ 24,728 $ 15,687 $ 22,646
Notes to the Consolidated Financial Statements – THE NEW YORK TIMES COMPANY P.75
December
(In thousands) 2006 2005
Property, plant & equipment, net $ 64,309 $ 67,035
Goodwill 41,658 40,544
Other intangible assets, net 234,105 234,534
Other assets 16,956 17,039
Assets held for sale 357,028 359,152
Program rights liability
(1)
14,931 15,604
Net assets held for sale $342,097 $343,548
(1)
Included in “Accounts payable” in the Consolidated
Balance Sheets.
6. Inventories
Inventories as shown in the accompanying
Consolidated Balance Sheets were as follows:
December
(In thousands) 2006 2005
Newsprint and magazine paper $32,594 $28,190
Other inventory 4,102 3,910
Total $36,696 $32,100
Inventories are stated at the lower of cost or
current market value. Cost was determined utilizing
the LIFO method for 78% of inventory in 2006 and
77% of inventory in 2005. The replacement cost of
inventory was approximately $45 million as of
December 2006 and $40 million as of December 2005.
7. Investments in Joint Ventures
As of December 2006, the Company’s investments in
joint ventures consisted of equity ownership interests
in the following entities:
Approximate
Company % Ownership
Donohue Malbaie Inc. (“Malbaie”) 49%
Metro Boston LLC (“Metro Boston”) 49%
Madison Paper Industries (“Madison”) 40%
New England Sports Ventures, LLC (“NESV”) 17%
The Company’s investments above are
accounted for under the equity method, and are
recorded in “Investments in Joint Ventures” in the
Company’s Consolidated Balance Sheets. The
Company’s proportionate shares of the operating
results of its investments are recorded in “Net income
from joint ventures” in the Company’s Consolidated
Statements of Operations and in “Investments in
Joint Ventures” in the Company’s Consolidated
Balance Sheets.
In October 2006, the Company sold its 50%
ownership interest in Discovery Times Channel (see
Note 3).
In March 2005, the Company invested
$16.5 million to acquire a 49% interest in Metro
Boston, which publishes a free daily newspaper
catering to young professionals and students in the
Greater Boston area.
The Company owns an interest of approxi-
mately 17% in NESV, which owns the Boston Red
Sox, Fenway Park and adjacent real estate, approxi-
mately 80% of the New England Sports Network, a
regional cable sports network, and 50% of Roush
Fenway Racing, a leading NASCAR team.
The Company also has investments in a
Canadian newsprint company, Malbaie, and a part-
nership operating a supercalendered paper mill in
Maine, Madison (together, the “Paper Mills”).
The Company and Myllykoski Corporation,
a Finnish paper manufacturing company, are part-
ners through subsidiary companies in Madison. The
Company’s percentage ownership of Madison,
which represents 40%, is through an 80%-owned
consolidated subsidiary. Myllykoski Corporation
owns a 10% interest in Madison through a 20%
minority interest in the consolidated subsidiary of
the Company. Myllykoski Corporation’s proportion-
ate share of the operating results of Madison is also
recorded in “Net income from joint ventures” in the
Company’s Consolidated Statements of Operations
and in “Investments in Joint Ventures” in the
Company’s Consolidated Balance Sheets.
Myllykoski Corporation’s minority interest is
included in “Minority interest in net loss/(income)
of subsidiaries” in the Company’s Consolidated
Statements of Operations and in “Minority Interest”
in the Company’s Consolidated Balance Sheets.
The Company received distributions from
Madison of $5.0 million in 2006, $5.0 million in 2005
and $10.0 million in 2004.
The Company received distributions from
Malbaie of $3.8 million in 2006, $4.1 million in 2005
and $5.0 million in 2004.
During 2006, 2005 and 2004, the Company’s
News Media Group purchased newsprint and super-
calendered paper from the Paper Mills at competitive
prices. Such purchases aggregated $80.4 million in
2006, $76.3 million for 2005 and $61.2 million for 2004.
8. Other
Other Income
“Other income” in the Company’s Consolidated
Statements of Operations includes the following items:
(In thousands) 2005 2004
Non-compete agreement $4,167 $5,000
Advertising credit 3,212
Other income $4,167 $8,212
P.76 2006 ANNUAL REPORT – Notes to the Consolidated Financial Statements
The Company 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 the Company issued that were not
used within the allotted time by the advertiser.
Staff Reductions
In 2006, the Company recognized staff reduction
charges of $34.3 million ($19.7 million after tax, or
$.14 per share). In 2005, staff reductions resulted in a
total pre-tax charge of $57.8 million ($35.3 million after
tax or $.23 per share). Most of the charges in 2006 and
2005 were recognized at the News Media Group.
These charges are recorded in “Selling, general and
administrative expenses” in the Company’s
Consolidated Statements of Operations. The Company
had a staff reduction liability of $17.9 million and
$38.2 million included in “Accrued expenses” in the
Company’s Consolidated Balance Sheets as of
December 2006 and December 2005, respectively.
Other Current Assets
In the second quarter of 2006, the Company’s develop-
ment partner began to repay the Company for its share
of costs associated with the Company’s new headquar-
ters that the Company previously paid on the
development partner’s behalf (see Note 19).
The amount due to the Company is expected to be fully
repaid within one year, and therefore this amount was
reclassified from “Miscellaneous assets” to “Other cur-
rent assets” in the Company’s Consolidated Balance
Sheet as of December 2006. The amount due to the
Company was approximately $66 million as of
December 2006.
The Company also has a receivable due
from its development partner that is associated with
borrowings under a construction loan attributable to
the Company’s development partner (see Note 9).
The amount due to the Company is approximately
$125 million and is recorded in “Other current assets”
in the Company’s Consolidated Balance Sheet as of
December 2006.
Cumulative Effect of a Change in Accounting Principle
In March 2005, FASB issued FIN 47, Accounting for
Conditional Asset Retirement Obligations—an inter-
pretation 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
states that a conditional asset retirement obligation is
a legal obligation to perform an asset retirement
activity in which the timing or method of settlement
are conditional upon a future event that may or may
not be within the control of the entity. FIN 47 was
effective no later than the end of fiscal year ending
after December 15, 2005. The Company adopted
FIN 47 effective December 2005 and accordingly
recorded an after-tax charge of $5.5 million or $.04 per
diluted share ($9.9 million pre-tax) as a cumulative
effect of a change in accounting principle in the
Consolidated Statement of Operations. A portion of
the 2005 charge has been reclassified to conform to the
2006 presentation of the Broadcast Media Group as a
discontinued operation.
The charge relates primarily to those lease
agreements that require the Company to restore the
land or facilities to their original condition at the end
of the leases. The Company was uncertain of the
timing of payment for these asset retirement obliga-
tions; therefore a liability was not previously
recognized in the financial statements under GAAP.
On a prospective basis, this accounting change
requires recognition of these costs ratably over the
lease term. The adoption of FIN 47 resulted in a non-
cash addition to Land, buildings and equipment of
$12.3 million with a corresponding increase in long-
term liabilities.
The assets recorded as of December 2005
were $7.3 million, consisting of gross assets of
$12.3 million less accumulated depreciation of
$5.0 million. The asset retirement obligation as of
December 2006 was $18.7 million, consisting of a lia-
bility of $12.3 million and accretion expense of
$6.4 million and as of December 2005 was $17.8 mil-
lion, consisting of a liability of $12.3 million and
accretion expense of $5.5 million. As of
December 2004, on a pro forma basis, the asset retire-
ment obligation would have been $16.9 million had
FIN 47 been applied during the year, consisting of a
liability of $12.3 million and accretion expense of
$4.6 million. In future periods, when cash is paid
upon the settlement of the asset retirement obliga-
tion, the payments will be classified as a component
of operating cash flow in the Consolidated
Statements of Cash Flows.
Sale of Assets
In the first quarter of 2005, the Company recognized a
$122.9 million pre-tax gain from the sale of assets. The
Company completed the sale of its 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 the Company expects to occupy its new
headquarters (see Note 19). This transaction has been
accounted for as a sale-leaseback. The sale resulted in a
Notes to the Consolidated Financial Statements – THE NEW YORK TIMES COMPANY P.77
total pre-tax gain of $143.9 million, of which
$114.5 million ($63.3 million after tax or $.43 per share)
was recognized in the first quarter of 2005. The remain-
der of the gain is being deferred and amortized over the
lease term. The lease requires the Company to pay rent
over the lease term to the purchaser/lessor and will
result in rent expense that will be offset by the amount of
the gain being deferred and amortized. In addition, the
Company 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).
9. Debt
Long-term debt consists of the following:
December
(In thousands) 2006 2005
4.625%-7.125% Series I Medium-Term
Notes due 2007 through 2009,
net of unamortized debt costs of
$372 in 2006 and $612 in 2005
(1)
$250,128 $249,888
4.5% Notes due 2010, net of
unamortized debt costs
of $1,452 in 2006 and
$1,860 in 2005
(2)
248,548 248,140
4.610% Medium-Term Notes Series II
due 2012, net of unamortized
debt costs of $691 in 2006
and $793 in 2005
(3)
74,309 74,207
5.0% Notes due 2015, net of
unamortized debt costs
of $249 in 2006 and
$273 in 2005
(2)
249,751 249,727
Total notes and debentures 822,736 821,962
Less: current portion (101,946)
Total long-term debt $720,790 $821,962
(1)
On August 21, 1998, the Company filed a $300.0 million shelf reg-
istration on Form S-3 with the Securities and Exchange
Commission (“SEC”) for unsecured debt securities to be issued by
the Company from time to time. The registration statement became
effective August 28, 1998. On September 24, 1998, the Company
filed a prospectus supplement to allow the issuance of up to
$300.0 million in medium-term notes (Series I) of which no amount
remains available as of December 2006.
(2)
On March 17, 2005, the Company issued $250.0 million 5-year
notes maturing March 15, 2010, at an annual rate of 4.5%, and
$250.0 million 10-year notes maturing March 15, 2015, at an
annual rate of 5.0%. Interest is payable semi-annually on
March 15 and September 15 on both series of notes.
(3)
On July 26, 2002, the Company filed a $300.0 million shelf reg-
istration statement on Form S-3 with the SEC for unsecured debt
securities that may be issued by the Company from time to time.
The registration statement became effective on August 6, 2002.
On September 17, 2002, the Company filed a prospectus supple-
ment to allow the issuance of up to $300.0 million in
medium-term notes (Series II). As of December 2006, the
Company had issued $75.0 million of medium-term notes under
this program.
The Company’s total debt, including commercial
paper, capital lease obligations and a construction
loan (see below), amounted to $1.4 billion as of
December 2006 and December 2005. Total unused
borrowing capacity under all financing arrangements
was $572.1 million as of December 2006.
Until January 2007, the Company was a co-
borrower under a $320 million non-recourse
construction loan in connection with the construction
of its new headquarters. The Company did not draw
down on the construction loan, which is being used
by its development partner. However, as a co-
borrower, the Company was required to record the
amount outstanding of the construction loan on its
financial statements. The Company also recorded a
receivable, due from its development partner, for the
same amount outstanding under the construction
loan. As of December 2006, $124.7 million was out-
standing under the construction loan. See Notes 19
and 20 for additional information related to the
Company’s new headquarters.
In the third quarter of 2006, the Company
increased the amount available under its commercial
paper program, which is supported by the revolving
credit agreements described below, to $725 million
from $600 million. Commercial paper issued by the
Company is unsecured and can have maturities of up
to 270 days. The Company had $422.0 million in com-
mercial paper outstanding as of December 2006, with
an annual weighted average interest rate of 5.5% and
an average of 63 days to maturity from original
issuance. The Company had $496.5 million in commer-
cial paper outstanding as of December 2005, with an
annual weighted average interest rate of 4.3% and an
average of 53 days to maturity from original issuance.
The primary purpose of the Company’s
revolving credit agreements is to support the
Company’s commercial paper program. In addition,
these revolving credit agreements provide a facility
for the issuance of letters of credit. In June 2006, the
Company replaced its $270 million multi-year credit
agreement with a $400 million credit agreement
maturing in June 2011. Of the total $800 million avail-
able under the two revolving credit agreements
($400 million credit agreement maturing in May 2009
and $400 million credit agreement maturing in
June 2011), the Company has issued letters of credit of
approximately $31 million. The remaining balance
of approximately $769 million supports the
Company’s commercial paper program discussed
above. There were no borrowings outstanding under
P.78 2006 ANNUAL REPORT – Notes to the Consolidated Financial Statements
the revolving credit agreements as of December 2006
or 2005.
Any borrowings under the revolving credit
agreements bear interest at specified margins based
on the Company’s credit rating, over various floating
rates selected by the Company.
The revolving credit agreements contain a
covenant that requires specified levels of stockhold-
ers’ equity (as defined in the agreements). As of
December 2006, the amount of stockholders’ equity
in excess of the required levels was approximately
$618 million. The lenders under the revolving credit
agreements have waived, effective December 31,
2006, any defaults that may have arisen under the
agreements due to inclusion in previously issued
financial statements of the reporting errors that led
to the restatement described in Note 2.
The Company’s five-year 5.350% Series I
medium-term notes aggregating $50 million mature
on April 16, 2007, and its five-year 4.625% Series I
medium-term notes aggregating $52 million mature
on June 25, 2007.
On March 15, 2005, the Company redeemed
all of its $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
unamortized issuance costs resulted in a loss from the
extinguishment of debt of $4.8 million and is
included in “Interest expense-net” in the Company’s
2005 Consolidated Statement of Operations.
Based on borrowing rates currently available
for debt with similar terms and average maturities,
the fair value of the Company’s long-term debt was
$801.0 million as of December 2006 and $812.3 million
as of December 2005.
The aggregate face amount of maturities of
long-term debt over the next five years and thereafter
is as follows:
(In thousands) Amount
2007 $102,000
2008 49,500
2009 99,000
2010 250,000
2011
Thereafter 325,000
Total face amount of maturities 825,500
Less: Current portion of long-term debt (101,946)
Total long-term debt 723,554
Less: Unamortized debt costs (2,764)
Carrying value of long-term debt $720,790
Interest expense, net, as shown in the accompanying
Consolidated Statements of Operations was as
follows:
(In thousands) 2006 2005 2004
Interest expense $73,512 $60,018 $51,372
Loss from
extinguishment of debt 4,767
Interest income (7,930) (4,462) (2,431)
Capitalized interest (14,931) (11,155) (7,181)
Interest expense, net $50,651 $49,168 $41,760
10. Derivative Instruments
In 2006 and 2005, the Company terminated forward
starting swap agreements designated as cash-flow
hedges as defined under FAS No. 133, as amended,
Accounting for Derivative Instruments and Hedging
Activities (“FAS 133”), because the debt for which
these agreements were entered into was not issued.
The termination of these agreements resulted in a
gain of approximately $1 million in 2006.
In the first quarter of 2005, the Company ter-
minated its forward starting swap agreements entered
into in 2004 that were designated as cash-flow hedges as
defined under FAS 133. The forward starting swap
agreements, which had notional amounts totaling
$90.0 million, were intended to lock in fixed interest
rates on the issuance of debt in March 2005. The
Company terminated the forward starting swap agree-
ments in connection with the issuance of its 10-year
$250.0 million notes maturing on March 15, 2015. The
termination of the forward starting swap agreements
resulted in a gain of approximately $2 million, which is
being amortized into income through March 2015 as a
reduction of interest expense related to the Company’s
10-year notes.
In the first quarter of 2005, the Company’s
interest rate swap agreements (“swap agreements”),
designated as fair-value hedges as defined under
FAS 133, expired in connection with the Company’s
repayment of its 10-year $250.0 million notes that
matured March 15, 2005. These swap agreements,
which had notional amounts totaling $100.0 million,
were entered into to exchange the fixed interest rate on
a portion of the Company’s 10-year notes for a variable
interest rate. On the maturity date of the 10-year notes,
the fair value of the swap agreements decreased to
zero.
Notes to the Consolidated Financial Statements – THE NEW YORK TIMES COMPANY P.79
The components of income tax expense as shown in
the Consolidated Statements of Operations were
as follows:
(In thousands) 2006 2005 2004
Current tax expense
Federal $ 112,586 $157,828 $137,128
Foreign 739 675 683
State and local 43,187 40,245 26,404
Total current
tax expense 156,512 198,748 164,215
Deferred tax expense/
(benefit)
Federal (89,367) (21,841) 9,781
Foreign (10,918) (3,017) (7,864)
State and local (39,619) (9,914) (2,401)
Total deferred tax (benefit)/
expense (139,904) (34,772) (484)
Income tax expense $ 16,608 $ 163,976 $163,731
State tax operating loss carryforwards (“loss carryfor-
wards”) totaled $2.3 million as of December 2006 and
$3.5 million as of December 2005. Such loss carryfor-
wards expire in accordance with provisions of
applicable tax laws and have remaining lives generally
ranging from 1 to 5 years. Certain loss carryforwards are
likely to expire unused. Accordingly, the Company has
valuation allowances amounting to $1.2 million as of
December 2006 and $2.2 million as of December 2005.
In 2006 the Company’s valuation allowance
decreased by $1 million due primarily to the write-off
of a loss carryforward that had expired.
In 2005 the Company established a
$0.4 million valuation allowance against loss carry-
forwards, resulting in an increase in tax expense by
this amount.
The components of the net deferred tax
assets and liabilities recognized in the Company’s
Consolidated Balance Sheets were as follows:
December
(In thousands) 2006 2005
Deferred tax assets
Retirement, postemployment
and deferred compensation plans $371,859 $328,350
Accruals for other employee
benefits, compensation,
insurance and other 52,903 50,331
Accounts receivable allowances 9,100 9,940
Other 120,215 97,269
Gross deferred tax assets 554,077 485,890
Valuation allowance (1,227) (2,184)
Net deferred tax assets $552,850 $ 483,706
Deferred tax liabilities
Property, plant and equipment $226,435 $245,416
Intangible assets 69,507 132,496
Investments in joint ventures 21,137 33,539
Other 36,361 30,415
Gross deferred tax liabilities 353,440 441,866
Net deferred tax asset $199,410 $ 41,840
Amounts recognized in the
Consolidated Balance
Sheets
Deferred tax asset – current $ 73,729 $ 68,118
Deferred tax asset – long term 125,681
Deferred tax liability – long term 26,278
Net deferred tax asset $199,410 $ 41,840
Income tax benefits related to the exercise of equity
awards reduced current taxes payable and increased
additional paid-in capital by $1.9 million in 2006,
$6.0 million in 2005 and $13.5 million in 2004.
11. Income Taxes
Income tax expense for each of the years presented is determined in accordance with FAS 109.
Reconciliations between the effective tax rate on income before income taxes and the federal statutory rate
are presented below.
2006 2005 2004
% of % of % of
(In thousands) Amount Pretax Amount Pretax Amount Pretax
Tax at federal statutory rate $(193,173) 35.0% $142,642 35.0% $150,257 35.0%
State and local taxes - net 2,319 (0.4) 19,714 4.8 16,447 3.8
Impairment of nondeductible
goodwill 219,638 (39.8) —— ——
Other – net (12,176) 2.2 1,620 0.4 (2,973) (0.7)
Income tax expense $ 16,608 (3.0%) $163,976 40.2% $163,731 38.1%
P.80 2006 ANNUAL REPORT – Notes to the Consolidated Financial Statements
As of December 2006 and 2005, “Accumulated
other comprehensive income, net of income taxes” in
the Company’s Consolidated Balance Sheets and for the
years then ended in the Consolidated Statements of
Changes in Stockholders’ Equity was net of a deferred
income tax asset of approximately $152 million and
$142 million, respectively.
The Internal Revenue Service has completed
its examination of federal income tax returns through
2003. In addition, there are various state and local
audits in progress for periods from 2000 through
2005. The Company does not believe that the comple-
tion of these audits will have a material effect on the
Company’s Consolidated Financial Statements.
The Company’s policy is to establish a tax
contingency liability for potential tax audit issues.
The tax contingency liability is based on the
Company’s 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. The timing of such payments can-
not be determined, but the Company expects that
they will not be made within one year. Therefore, the
tax contingency liability is included in “Other
Liabilities—Other” in the Company’s Consolidated
Balance Sheets.
12. Pension Benefits
The Company sponsors several pension plans and
makes contributions to several others, in connection
with collective bargaining agreements, that are con-
sidered multi-employer pension plans. These plans
cover substantially all employees.
The 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 formulas detailed in each plan. The
Company’s non-qualified plans provide retirement
benefits only to certain highly compensated employ-
ees of the Company.
The Company also has a foreign-based pen-
sion plan for certain IHT employees (the “Foreign
plan”). The information for the Foreign plan is com-
bined with the information for U.S. non-qualified
plans. The benefit obligation of the Foreign plan is
immaterial to the Company’s total benefit obligation.
The information included in this Note
reflects, for all periods presented, a pension plan
between the Company and its subsidiaries, on the one
hand, and The New York Times Newspaper Guild, on
the other. Prior to the fourth quarter of 2006, this pen-
sion plan was accounted for as a multi-employer
pension plan. The Company has concluded that it
should have been accounted for as a single-employer
pension plan. Therefore, the Company has restated all
prior period information to account for this plan
under FAS 87 (see Note 2).
The Company adopted FAS 158, on
December 31, 2006. FAS 158 requires an entity to rec-
ognize the funded status of its defined pension
plans – measured as the difference between plan
assets at fair value and the benefit obligation – on the
balance sheet and to recognize changes in the funded
status, that arise during the period but are not recog-
nized as components of net periodic benefit cost,
within other comprehensive income, net of income
taxes. Since the full recognition of the funded status
of an entity’s defined benefit pension plan is recorded
on the balance sheet, an additional minimum liability
(“AML”) is no longer recorded under FAS 158.
However, because the recognition provisions of FAS
158 were adopted as of December 31, 2006, the
Company first measured and recorded changes to its
previously recognized AML through other compre-
hensive income and then applied the recognition
provisions of FAS 158 through accumulated other
comprehensive income to fully recognize the funded
status of the Company’s defined benefit pension
plans.
The following table provides the incremental effect of applying FAS 158 on individual balance sheet line items.
Pre-FAS 158 & FAS 158
without AML 2006 AML Adoption
(In thousands) Adjustment Adjustment Adjustment Ending Balance
Noncurrent-pension asset $ 13,517 $ $ (5,600) $ 7,917
Noncurrent-intangible pension asset 13,990 (5,704) (8,286)
Current-pension benefits obligation (13,340) (13,340)
Deferred income tax asset
(a)
141,426 (79,405) 78,071 140,092
Noncurrent-pension benefits obligation (420,488) 190,006 (153,795) (384,277)
Accumulated other comprehensive loss,
net of income taxes 184,060 (104,897) 102,950 182,113
(a)
Represents deferred tax asset netted within accumulated other comprehensive loss.
Net periodic pension cost and other amounts recognized in other comprehensive income for all Company-
sponsored pension plans were as follows:
2006 2005 2004
Non- Non- Non-
Qualified Qualified Qualified Qualified Qualified Qualified
(In thousands) Plans Plans All Plans Plans Plans All Plans Plans Plans All Plans
Components of net
periodic pension cost
Service cost $ 51,797 $ 2,619 $ 54,416 $ 47,601 $ 2,342 $ 49,943 $ 43,076 $ 2,155 $ 45,231
Interest cost 89,013 12,164 101,177 85,070 11,435 96,505 81,455 11,160 92,615
Expected return on plan assets (112,607) (112,607) (102,956) (102,956) (94,865) (94,865)
Recognized actuarial loss 23,809 6,665 30,474 22,763 4,795 27,558 22,957 4,111 27,068
Amortization of prior
service cost 1,457 70 1,527 1,493 70 1,563 1,493 259 1,752
Effect of curtailment 512 512 –––––
Effect of special
termination benefits ––– 796796–––
Net periodic pension cost $ 53,981 $ 21,518 $ 75,499 $ 53,971 $19,438 $ 73,409 $ 54,116 $17,685 $ 71,801
Notes to the Consolidated Financial Statements – THE NEW YORK TIMES COMPANY P.81
The estimated actuarial loss and prior service cost
that will be amortized from accumulated other com-
prehensive income into net periodic pension cost
over the next fiscal year are $16.2 million and
$1.5 million, respectively.
In connection with collective bargaining
agreements, the Company contributes to several
multi-employer pension plans. Contributions are
made in accordance with the formula in the relevant
agreements. Pension cost for these plans is not
reflected above and was approximately $16 million in
2006 and 2005 and $17 million in 2004.
P.82 2006 ANNUAL REPORT – Notes to the Consolidated Financial Statements
The changes in the benefit obligation and plan assets as of December 2006 and December 2005, for all
Company-sponsored pension plans, were as follows:
2006 2005
Non- Non-
Qualified Qualified Qualified Qualified
(In thousands) Plans Plans All Plans Plans Plans All Plans
Change in benefit obligation
Benefit obligation at beginning of year $1,652,890 $ 228,129 $1,881,019 $1,495,141 $ 202,403 $ 1,697,544
Service cost 51,797 2,619 54,416 47,601 2,342 49,943
Interest cost 89,013 12,164 101,177 85,070 11,435 96,505
Plan participants’ contributions 67 67 71 71
Actuarial (gain)/loss (110,148) 18,615 (91,533) 86,641 23,849 110,490
Special termination benefits/curtailments (1,864) (425) (2,289) –796796
Benefits paid (78,122) (13,605) (91,727) (61,634) (12,307) (73,941)
Effects of change in currency conversion 332 332 –(389)(389)
Benefit obligation at end of year 1,603,633 247,829 1,851,462 1,652,890 228,129 1,881,019
Change in plan assets
Fair value of plan assets at beginning of year 1,329,264 1,329,264 1,262,152 1,262,152
Actual return on plan assets 195,278 195,278 74,123 74,123
Employer contributions 15,275 13,605 28,880 54,552 12,307 66,859
Plan participants’ contributions 67 67 71 71
Benefits paid (78,122) (13,605) (91,727) (61,634) (12,307) (73,941)
Fair value of plan assets at end of year 1,461,762 1,461,762 1,329,264 1,329,264
Funded status (141,871) (247,829) (389,700) (323,626) (228,129) (551,755)
Unrecognized actuarial loss –––428,996 88,222 517,218
Unrecognized prior service cost –––12,605 1,334 13,939
Net amount recognized $ (141,871) $ (247,829)$ (389,700)$ 117,975 $(138,573)$ (20,598)
Amount recognized in the Consolidated Balance Sheets
Noncurrent assets $7,917$ $7,917$–$$
Current liabilities (13,340) (13,340) –––
Noncurrent liabilities (149,788) (234,489) (384,277) –––
Pension asset –––20,182 20,182
Accrued benefit cost –––(182,305) (197,952) (380,257)
Intangible asset –––12,656 1,334 13,990
Accumulated other comprehensive loss –––267,442 58,045 325,487
Net amount recognized $ (141,871) $ (247,829)$ (389,700)$ 117,975 $ (138,573)$ (20,598)
Amount recognized in Accumulated other
comprehensive income
Actuarial loss $ 210,505 $ 99,801 $ 310,306 $–$$
Prior service cost 10,635 1,264 11,899 –––
Total $ 221,140 $ 101,065 $ 322,205 $–$$
The accumulated benefit obligation for all pension
plans was $1.7 billion as of December 2006
and December 2005.
Information for pension plans with an accu-
mulated benefit obligation in excess of plan assets as of
December 2006 and December 2005 was as follows:
(In thousands) 2006 2005
Projected benefit obligation $568,666 $1,881,019
Accumulated benefit obligation $512,444 $1,689,267
Fair value of plan assets $230,218 $1,329,264
Additional information about the Company’s pension
plans were as follows:
(In thousands) 2006 2005
(Decrease)/Increase in minimum
pension liability included in other
comprehensive income $(184,303) $94,440
Notes to the Consolidated Financial Statements – THE NEW YORK TIMES COMPANY P.83
Weighted-average assumptions used in the actuarial
computations to determine benefit obligations as of
December 2006 and December 2005, were as follows:
(Percent) 2006 2005
Discount rate 6.00% 5.50%
Rate of increase in
compensation levels 4.50% 4.50%
Weighted-average assumptions used in the actuarial
computations to determine net periodic pension cost
were as follows:
(Percent) 2006 2005 2004
Discount rate 5.50% 5.75% 6.00%
Rate of increase in
compensation levels 4.50% 4.50% 4.50%
Expected long-term
rate of return on assets 8.75% 8.75% 8.75%
The Company selects its discount rate utilizing a
methodology that equates the plans’ projected benefit
obligations to a present value calculated using the
Citigroup Pension Discount Curve.
The methodology described above includes
producing a cash flow of annual accrued benefits as
defined under the Projected Unit Cost Method as pro-
vided by FAS 87. For active participants, service is
projected to the end of the current measurement date
and benefit earnings are projected to the date of ter-
mination. 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 pres-
ent value of the benefit cash flow (on a projected
benefit obligation basis as described above) equals
the present value computed using the Citigroup
annual rates. The discount rate determined on this
basis increased to 6.00% as of December 2006 from
5.50% as of December 2005.
In determining the expected long-term rate
of return on assets, the Company evaluated input
from its investment consultants, actuaries and invest-
ment 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, the Company
considered its historical 10-year and 15-year
compounded returns, which have been in excess of
the Company’s forward-looking return expectations.
The Company’s pension plan weighted-
average asset allocations as of December 2006 and
December 2005, by asset category, were as follows:
Percentage of Plan Assets
Asset Category 2006 2005
Equity securities 76% 75%
Debt securities 20% 22%
Real estate 4% 3%
Total 100% 100%
The Company’s investment policy is to maximize the
total rate of return (income and appreciation) with a
view to the long-term funding objectives of the
pension plans. Therefore, the pension plan assets are
diversified to the extent necessary to minimize risks
and to achieve an optimal balance between risk and
return and between income and growth of assets
through capital appreciation.
The Company’s policy is to allocate pension
plan funds within a range of percentages for each
major asset category as follows:
% Range
Equity securities 65-75%
Debt securities 17-28%
Real estate 0-5%
Other 0-5%
The Company may direct the transfer of assets
between investment managers in order to rebalance
the portfolio in accordance with asset allocation
ranges above to accomplish the investment objectives
for the pension plan assets.
In 2006 and 2005, the Company made contri-
butions of $15.3 million and $54.6 million,
respectively, to its qualified pension plans. Although
the Company does not have any quarterly funding
requirements in 2007 (under the Employee
Retirement Income Security Act of 1974, as amended,
and Internal Revenue Code requirements), the
Company will make contractual funding contribu-
tions of approximately $13 million in connection with
The New York Times Newspaper Guild pension plan.
We may elect to make additional contributions to our
other pension plans. The amount of these contribu-
tions, if any, would be based on the results of the
January 1, 2007 valuation, market performance and
interest rates in 2007 as well as other factors.
Assuming that the Company achieves an 8.75%
return on pension assets, that interest rates are stable
P.84 2006 ANNUAL REPORT – Notes to the Consolidated Financial Statements
and that there are no changes to the Company’s
benefits structure in 2007, it expects making contribu-
tions in 2007 in the same range as the contributions
made in 2006.
The following benefit payments (net of plan
participant contributions for non-qualified plans)
under the Company’s pension plans, which reflect
expected future services, are expected to be paid:
Plans
Non-
(In thousands) Qualified Qualified Total
2007 $ 54,325 $ 13,340 $ 67,665
2008 55,694 13,455 69,149
2009 57,656 13,812 71,468
2010 59,426 14,061 73,487
2011 61,834 14,586 76,420
2012-2016 375,340 86,210 461,550
The amount of cost recognized for defined contribu-
tion benefit plans was $14.3 million for 2006,
$13.4 million for 2005 and $13.0 million for 2004.
13. Postretirement and Postemployment Benefits
The Company provides health and life insurance ben-
efits to retired employees (and their eligible
dependents) who are not covered by any collective
bargaining agreements if the employees meet speci-
fied age and service requirements. The Company’s
policy is to pay its portion of insurance premiums
and claims from Company assets.
In addition, the Company contributes to a
postretirement plan under the provisions of a collec-
tive bargaining agreement. The information included
in this Note reflects, for all periods presented, a
postretirement plan between the Company and its
subsidiaries, on the one hand, and The New York
Times Newspaper Guild, on the other. Prior to the
fourth quarter of 2006, this postretirement plan was
accounted for as a multi-employer plan. The
Company has concluded that it should have been
accounted for as a single-employer plan. Therefore,
the Company has restated all prior periods to account
for this plan under FAS 106 (see Note 2). The
Company’s postretirement liability to the Guild
union employees is capped at the present value of
expected future contributions allocated to retiree cov-
erage under the collective bargaining agreement.
In accordance with FAS 106, the Company
accrues the costs of postretirement benefits during
the employees’ active years of service.
The Company adopted FAS 158 on
December 31, 2006. FAS 158 requires an entity to
recognize the funded status of its postretirement
plans on the balance sheet and to recognize changes
in the funded status, that arise during the period but
are not recognized as components of net periodic
benefit cost, within other comprehensive income, net
of income taxes. The 2006 disclosure below includes
the recognition provisions of FAS 158. The following
table provides the incremental effect of applying
FAS 158 on individual balance sheet line items.
FAS 158
Pre-FAS 158 Adoption Post-FAS 158
(In thousands) Adjustment Adjustment Adjustment
Current-
postretirement
benefits
obligation $ $(13,205) $ (13,205)
Deferred
income tax
asset
(a)
11,293 11,293
Noncurrent-
postretirement
benefits
obligation (273,620) 16,880 (256,740)
Accumulated
other
comprehensive
loss, net of
income taxes (14,968) (14,968)
(a)
Represents deferred tax asset netted within accumulated other
comprehensive loss.
In accordance with the adoption of FAS 158, the
Company recorded income of $3.7 million (before
deferred taxes) to accumulated other comprehensive
income. Included within this amount is an actuarial gain
related to the Retiree Drug Subsidy (see below) which is
non-taxable. Therefore, the deferred tax amount
included in the table above does not include deferred
taxes on the gain related to the Retiree Drug Subsidy.
Net periodic postretirement cost was as follows:
(In thousands) 2006 2005 2004
Components of net
periodic
postretirement
benefit cost
Service cost $ 9,502 $ 8,736 $ 8,104
Interest cost 14,668 14,594 14,393
Expected return on
plan assets (40) (108) (171)
Recognized actuarial loss 2,971 4,724 1,956
Amortization of prior
service credit (7,176) (6,176) (6,409)
Net periodic
postretirement
benefit cost $19,925 $21,770 $17,873
Notes to the Consolidated Financial Statements – THE NEW YORK TIMES COMPANY P.85
The estimated actuarial loss and prior service credit
that will be amortized from accumulated other
comprehensive income into net periodic benefit
cost over the next fiscal year is $3.6 million and
$8.3 million, respectively.
In connection with collective bargaining
agreements, the Company contributes to several wel-
fare plans. Contributions are made in accordance with
the formula in the relevant agreement. Postretirement
costs related to these welfare plans are not reflected
above and were approximately $24 million in 2006,
$23 million in 2005 and $21 million in 2004.
The accrued postretirement benefit liability
and the change in benefit obligation as of
December 2006 and December 2005 were as follows:
(In thousands) 2006 2005
Change in benefit obligation
Benefit obligation at beginning of year $ 284,646 $260,701
Service cost 9,502 8,736
Interest cost 14,668 14,594
Plan participants’ contributions 2,855 2,370
Plan amendments (28,628)
Benefits paid (19,569) (17,527)
Medicare subsidies received 905
Actuarial loss 5,566 15,772
Benefit obligation at the end of year 269,945 284,646
Change in plan assets
Fair value of plan assets at
beginning of year 1,135 2,194
Actual return on plan assets (178) (467)
Employer contributions 14,852 14,565
Plan participants’ contributions 2,855 2,370
Benefits paid (19,569) (17,527)
Medicare subsidies received 905
Fair value of plan assets at end of year 1,135
Funded status (269,945) (283,511)
Unrecognized actuarial loss 74,207
Unrecognized prior service credit (59,265)
Net amount recognized $(269,945) $(268,569)
Amount recognized in the
Consolidated Balance Sheets
Current liabilities $ (13,205) $–
Noncurrent liabilities (256,740)
Accrued benefit cost (268,569)
Net amount recognized $(269,945) $(268,569)
Amount recognized in
Accumulated other
comprehensive income
Prior service credit $ (80,718) $–
Actuarial loss 77,043
Total $ (3,675) $–
The Company adopted FASB Staff Position No. 106-2,
in connection with the Medicare Prescription Drug
Improvement and Modernization Act of 2003
(“Medicare Reform Act”). Pursuant to the Medicare
Reform Act, through December 2005, the Company
integrated its postretirement benefit plan with
Medicare (the “Integration Method”). Under this
option benefits paid by the Company are offset by
Medicare. Beginning in 2006, the Company elected to
receive the Medicare retiree drug subsidy (“Retiree
Drug Subsidy”) instead of the benefit under the
Integration Method. The Company’s accumulated
benefit obligation was reduced by $47.5 million due to
the Retiree Drug Subsidy.
The Retiree Drug Subsidy reduced net peri-
odic postretirement benefit cost in 2006 as follows:
Service cost $2,060
Interest cost 2,817
Net amortization and deferral of actuarial loss 2,128
Total $ 7,005
In February 2006 the Company announced amend-
ments, such as the elimination of retiree-medical
benefits to new employees and the elimination of life
insurance benefits to new retirees, to its postretire-
ment benefit plan effective January 1, 2007. In
addition, effective February 1, 2007 certain retirees at the
New England Media Group were moved to a new bene-
fits plan. In connection with this change, the insurance
premiums were reduced while benefits remained com-
parable to that of the previous benefits plan. These
changes will reduce the future obligations and
expense to the Company under these plans.
Weighted-average assumptions used in the
actuarial computations to determine the postretire-
ment benefit obligations as of December 2006 and
December 2005 were as follows:
2006 2005
Discount rate 6.00% 5.50%
Estimated increase in
compensation level 4.50% 4.50%
Weighted-average assumptions used in the actuarial
computations to determine net periodic postretire-
ment cost were as follows:
2006 2005 2004
Discount rate 5.50% 5.75% 6.00%
Estimated increase in
compensation level 4.50% 4.50% 4.50%
P.86 2006 ANNUAL REPORT – Notes to the Consolidated Financial Statements
The assumed health-care cost trend rates as of
December 2006 and December 2005, were as follows:
2006 2005
Health-care cost
trend rate assumed
for next year:
Medical 6.75%-8.50% 7.00%-9.00%
Prescription 10.50% 11.50%
Rate to which the cost
trend rate is assumed to
decline (ultimate trend rate) 5.00% 5.00%
Year that the rate reaches
the ultimate trend rate 2013 2013
Assumed health-care cost trend rates have a signifi-
cant effect on the amounts reported for the
health-care plans. A one-percentage point change in
assumed health-care cost trend rates would have the
following effects:
One-Percentage Point
(In thousands) Increase Decrease
Effect on total service and
interest cost for 2006 $ 3,547 $ (2,854)
Effect on accumulated
postretirement benefit
obligation as of December 2006 $32,094 $(25,766)
The following benefit payments (net of plan partici-
pant contributions) under the Company’s
postretirement plan, which reflect expected future
services, are expected to be paid:
(In thousands) Amount
2007 $ 14,328
2008 13,896
2009 14,602
2010 15,208
2011 15,783
2012-2016 90,709
The Company expects to receive cash payments of
approximately $18 million related to the Retiree Drug
Subsidy from 2007 through 2016. The benefit
payments in the above table are not reduced for the
Retiree Drug Subsidy.
In accordance with FAS No. 112, Employers’
Accounting for Postemployment Benefits, the
Company accrues the cost of certain benefits
provided to former or inactive employees after
employment but before retirement (such as workers’
compensation, disability benefits and health-care
continuation coverage) during the employees’ active
years of service. The accrued cost of these benefits
amounted to $9.8 million as of December 2006 and
$10.1 million as of December 2005.
14. Other Liabilities
The components of the “Other Liabilities—Other”
balance in the Company’s Consolidated Balance
Sheets were as follows:
December
2006 2005
Deferred compensation (see below) $142,843 $137,973
Other liabilities 153,235 143,551
Total $296,078 $281,524
Deferred compensation consists primarily of defer-
rals under a Company-sponsored deferred executive
compensation plan (the “DEC plan”). The DEC plan
obligation is recorded at fair market value and was
$137.0 million as of December 2006 and $130.1 million
as of December 2005.
The DEC plan enables certain eligible execu-
tives to elect to defer a portion of their compensation
on a pre-tax basis. The deferrals are initially for a
period of a minimum of two years after which time
taxable distributions must begin unless the period is
extended by the participant. Employees’ contribu-
tions earn income based on the performance of
investment funds they select.
Notes to the Consolidated Financial Statements – THE NEW YORK TIMES COMPANY P.87
In 2005 and 2004, the difference between basic and
diluted shares is primarily due to the assumed exercise
of stock options included in the diluted earnings per
share computation. In 2006, potential common shares
were not included in diluted shares because the loss
from continuing operations makes them antidilutive.
Stock options with exercise prices that
exceeded the fair market value of the Company’s com-
mon stock had an antidilutive effect and, therefore, were
excluded from the computation of diluted earnings per
share. Approximately 27 million stock options with
exercise prices ranging from $32.89 to $48.54 were
excluded from the computation in 2005. Approximately
13 million stock options with exercise prices ranging
from $44.23 to $48.54 were excluded from the computa-
tion in 2004.
16. Stock-Based Awards
Under the Company’s 1991 Executive Stock Incentive
Plan (the “1991 Executive Stock Plan”) and the
1991 Executive Cash Bonus Plan (together, the “1991
Executive Plans”), the Board of Directors may author-
ize awards to key employees of cash, restricted and
unrestricted shares of the Company’s Class A
Common Stock (“Common Stock”), retirement units
(stock equivalents) or such other awards as the Board
of Directors deems appropriate.
The Company invests deferred compensa-
tion in life insurance products designed to closely
mirror the performance of the investment funds that
the participants select. The Company’s investments
in life insurance products are recorded at fair market
value and are included in “Miscellaneous Assets” in
the Company’s Consolidated Balance Sheets, and
were $137.6 million as of December 2006 and $129.3
million as of December 2005.
Other liabilities in the preceding table above
primarily include the Company’s tax contingency
and worker’s compensation liability.
15. Earnings Per Share
Basic and diluted earnings per share were as follows:
(In thousands, except per share data) 2006 2005 2004
BASIC (LOSS)/EARNINGS PER SHARE COMPUTATION
Numerator
(Loss)/income from continuing operations $(568,171) $243,313 $264,985
Discontinued operations, net of income taxes – Broadcast Media Group 24,728 15,687 22,646
Cumulative effect of a change in accounting principle, net of income taxes (5,527)
Net (loss)/income $(543,443) $ 253,473 $ 287,631
Denominator
Average number of common shares outstanding 144,579 145,440 147,567
(Loss)/income from continuing operations $ (3.93) $1.67 $1.80
Discontinued operations, net of income taxes – Broadcast Media Group 0.17 0.11 0.15
Cumulative effect of a change in accounting principle, net of income taxes (0.04)
Net (loss)/income $ (3.76) $ 1.74 $ 1.95
DILUTED (LOSS)/EARNINGS PER SHARE COMPUTATION
Numerator
(Loss)/income from continuing operations $(568,171) $243,313 $264,985
Discontinued operations, net of income taxes – Broadcast Media Group 24,728 15,687 22,646
Cumulative effect of a change in accounting principle, net of income taxes (5,527)
Net (loss)/income $(543,443) $ 253,473 $ 287,631
Denominator
Average number of common shares outstanding 144,579 145,440 147,567
Incremental shares for assumed exercise of securities 437 1,790
Total shares 144,579 145,877 149,357
(Loss)/income from continuing operations $ (3.93) $ 1.67 $ 1.78
Discontinued operations, net of income taxes – Broadcast Media Group 0.17 0.11 0.15
Cumulative effect of a change in accounting principle, net of income taxes (0.04)
Net (loss)/income $ (3.76) $ 1.74 $ 1.93
P.88 2006 ANNUAL REPORT – Notes to the Consolidated Financial Statements
The 2004 Non-Employee Directors’ Stock
Incentive Plan (the “2004 Directors’ Plan”) provides
for the issuance of up to 500,000 shares of Common
Stock in the form of stock options or restricted stock
awards. Under the 2004 Directors’ Plan, each non-
employee director of the Company has historically
received annual grants of non-qualified options with
10-year terms to purchase 4,000 shares of Common
Stock from the Company at the average market price
of such shares on the date of grant. Additionally,
shares of restricted stock may be granted under the
plan. Restricted stock has not been awarded under
the 2004 Directors’ Plan.
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
(“FAS 123”), and supersedes APB 25. FAS 123-R elim-
inates the alternative of using the intrinsic value
method of accounting that was provided in FAS 123,
which generally resulted in no compensation expense
recorded in the financial statements related to the
issuance of stock options or shares issued under the
Company’s Employee Stock Purchase Plan (“ESPP”).
FAS 123-R requires that the cost resulting from all
share-based payment transactions be recognized in
the financial statements. FAS 123-R establishes fair
value as the measurement objective in accounting for
share-based payment arrangements and requires all
companies to apply a fair-value-based measurement
method in accounting for generally all share-based
payment transactions with employees.
At the beginning of 2005, the Company
adopted FAS 123-R. While FAS 123-R was not
required to be adopted until the first annual reporting
period beginning after June 15, 2005, the Company
elected to adopt it before the required effective date.
The Company adopted FAS 123-R using a modified
prospective application, as permitted under
FAS 123-R. Accordingly, prior period amounts have
not been restated. Under this application, the
Company is required to record compensation
expense for all awards granted after the date of adop-
tion and for the unvested portion of previously
granted awards that remain outstanding at the date
of adoption.
Before the adoption of FAS 123-R, the
Company applied APB 25 to account for its stock-based
compensation expense. Under APB 25, the Company
generally only recorded stock-based compensation
expense for restricted stock and long-term incentive
plan awards (“LTIP awards”). Under APB 25, the
Company was not required to recognize compensation
expense for the cost of stock options or shares issued
under the Company’s ESPP. In accordance with the
adoption of FAS 123-R, the Company records stock-
based compensation expense for the cost of stock
options, restricted stock units, restricted stock, shares
issued under the ESPP (in 2005 only) and LTIP awards
(together, “Stock-Based Awards”). Stock-based com-
pensation expense in 2006 was $23.4 million
($13.6 million after tax or $.09 per basic and diluted
share) and in 2005 was $32.2 million ($21.9 million after
tax or $.15 per basic and diluted share).
FAS 123-R requires that stock-based com-
pensation expense be recognized over the period
from the date of grant to the date when the award is
no longer contingent on the employee providing
additional service (the “substantive vesting period”).
The Company’s 1991 Executive Stock Plan and the
2004 Directors’ Plan provide that awards generally
vest over a stated vesting period, and upon the
retirement of an employee/Director. In periods
before the Company’s adoption of FAS 123-R (pro
forma disclosure only), the Company recorded
stock-based compensation expense for awards to
retirement-eligible employees over the awards’
stated vesting period (the “nominal vesting period”).
With the adoption of FAS 123-R, the Company will
continue to follow the nominal vesting period
approach for the unvested portion of awards granted
before the adoption of FAS 123-R and follow the sub-
stantive vesting period approach for awards granted
after the adoption of FAS 123-R.
The following table details the effect on net
(loss)/income and loss/earnings per share had stock-
based compensation expense for the Stock-Based
Awards been recorded in 2004 based on the fair-value
method under FAS 123. The reported and pro forma net
(loss)/income and loss/earnings per share for 2006 and
2005 in the table below are the same since stock-based
compensation expense is calculated under the
Notes to the Consolidated Financial Statements – THE NEW YORK TIMES COMPANY P.89
provisions of FAS 123-R. These amounts are included in
the table below only to provide the detail for a compar-
ative presentation to 2004.
(In thousands,
except per share data) 2006 2005 2004
Reported net (loss)/
income $(543,443) $253,473 $287,631
Add
Total stock-based
compensation expense
included in reported
net (loss)/income, net of
related tax effects 13,584 21,850 1,478
Deduct
Total stock-based
compensation expense
determined under
fair-value method for
all awards, net of related
tax effects (13,584) (21,850) (63,563)
Pro forma net
(loss)/income $(543,443) $253,473 $225,546
(Loss)/earnings per share
Basic – reported $ (3.76) $ 1.74 $ 1.95
Basic – pro forma $ (3.76) $ 1.74 $ 1.53
Diluted – reported $ (3.76) $ 1.74 $ 1.93
Diluted – pro forma $ (3.76) $ 1.74 $ 1.51
In June 2004 the Company accelerated the vesting of
certain employee stock options where the exercise
price of the stock options was above the Company’s
stock price. The acceleration of vesting resulted in
additional stock-based compensation expense of
$20.5 million (net of income taxes) that would have
otherwise been reflected in the table above in periods
after 2004 and $7.7 million in periods after 2005. The
decrease in stock-based compensation expense in
2005 compared with 2004 is due to a series of actions
taken by the Company over the past three years such
as reducing awards granted to employees,
accelerating the vesting of certain stock options in
2004 and changing the terms of future awards.
Had the Company not adopted FAS 123-R in
2005, stock-based compensation expense would have
excluded the cost of stock options and shares issued
under the ESPP. The incremental stock-based com-
pensation expense for these awards, due to the
adoption of FAS 123-R, caused income before income
taxes and minority interest to decrease by $21.3 mil-
lion, net income to decrease by $15.2 million and
basic and diluted earnings per share to decrease by
$.10 per share. In addition, in connection with the
adoption of FAS 123-R, net cash provided by operat-
ing activities decreased and net cash provided by
financing activities increased in 2005 by approxi-
mately $6 million related to excess tax benefits from
Stock-Based Awards.
In 2005, the Company adopted FASB Staff
Position FAS 123(R)-3, (“FSP 123-R”). FSP 123 (R)-3
allows a “short cut” method of calculating its pool of
excess tax benefits (“APIC Pool”) available to absorb
tax deficiencies recognized subsequent to the adop-
tion of FAS 123-R. The Company calculated its APIC
Pool utilizing the short cut method under
FSP 123 (R)3. The Company’s APIC Pool is approxi-
mately $43 million as of December 31, 2006.
Stock Options
The 1991 Executive Stock Plan provides for grants of
both incentive and non-qualified stock options prin-
cipally at an option price per share of 100% of the fair
market value of the Common Stock on the date of
grant. Stock options have generally been granted
with a 3-year vesting period and a 6-year term, or a
4-year vesting period and a 10-year term. The stock
options vest in equal annual installments over the
nominal vesting period or the substantive vesting
period, whichever is applicable.
The 2004 Directors’ Plan provides for grants
of stock options to non-employee Directors at an
option price per share of 100% of the fair market
value of Common Stock on the date of grant. Stock
options are granted with a 1-year vesting period and
a 10-year term. The stock options vest over the nomi-
nal vesting period or the substantive vesting period,
whichever is applicable. The Company’s Directors
are considered employees under the provisions of
FAS 123-R.
P.90 2006 ANNUAL REPORT – Notes to the Consolidated Financial Statements
The total intrinsic value for stock options exercised
was approximately $4 million in 2006 and $13 million
in 2005.
The amount of cash received from the exer-
cise of stock options was approximately $16 million
and the related tax benefit was approximately
$2 million in 2006.
The fair value of the stock options granted
was estimated on the date of grant using a Black
Scholes option valuation model that uses the assump-
tions noted in the following table. The risk-free rate is
based on the U.S. Treasury yield curve in effect at the
time of grant. Beginning in 2005, with the adoption of
FAS 123-R, the expected life (estimated period of time
outstanding) of stock options granted was estimated
using the historical exercise behavior of employees
for grants with a 10-year term. Stock options have
historically been granted with this term, and there-
fore information necessary to make this estimate was
available. The expected life of stock options granted
with a 6-year term was determined using the average
of the vesting period and term, an accepted method
under the SEC’s Staff Accounting Bulletin No. 107,
Share-Based Payment. Expected volatility was based
on historical volatility for a period equal to the stock
option’s expected life, ending on the date of grant,
and calculated on a monthly basis.
Changes in the Company’s stock options in 2006 were as follows:
2006
Weighted
Weighted Average Aggregate
Average Remaining Intrinsic
Exercise Contractual Value
(Shares in thousands) Options Price Term (Years) $(000s)
Options outstanding, beginning of year 31,200 $41
Granted 2,676 24
Exercised (813) 19
Forfeited (871) 43
Options outstanding, end of year 32,192 $40 5 $1,414
Options exercisable, end of year 27,893 $42 5 $ 156
2006 2005 2004
Term (In years) 6 10 10 6 10 10 6 10
Vesting (In years) 3 1 4 31431& 4
Risk-free interest rate 4.64% 4.87% 4.63% 4.40% 3.96% 4.40% 3.33% 3.62%
Expected life 4.5 years 5 years 6 years 4.5 years 5 years 5 years 4 years 5 years
Expected volatility 17.29% 19.20% 18.82% 19.27% 19.66% 19.07% 19.09% 19.65%
Expected dividend yield 3.04% 2.65% 3.04% 2.43% 2.11% 2.43% 1.50% 1.50%
Weighted average fair value $3.65 $4.85 $4.38 $4.90 $6.28 $5.10 $6.64 $8.09
Notes to the Consolidated Financial Statements – THE NEW YORK TIMES COMPANY P.91
For grants prior to 2005 (before the adoption of
FAS 123-R), the fair value for stock options with 10-
year terms and different vesting periods was
calculated on a combined basis. For grants made
beginning in 2005, with the adoption of FAS 123-R,
the fair value for stock options granted with different
vesting periods was calculated separately.
Restricted Stock
The 1991 Executive Stock Plan also provides for
grants of restricted stock. The Company did not grant
restricted stock in 2005 or 2006 but rather granted
restricted stock units. Restricted stock vest at the end
of the nominal vesting period or the substantive vest-
ing period, whichever is applicable. The fair value of
restricted stock is the excess of the average market
price of Common Stock at the date of grant over the
exercise price, which is zero.
Changes in the Company’s restricted stock
in 2006 were as follows:
2006
Weighted
Average
Restricted Grant-Date
(Shares in thousands) Shares Fair Value
Unvested restricted stock at
beginning of period 711 $41
Granted ——
Vested (122) 43
Forfeited (20) 40
Unvested restricted stock at
end of period 569 $41
The weighted average grant date fair value in 2004
was approximately $40.
Under the provisions of FAS 123-R, the
recognition of deferred compensation, representing
the amount of unrecognized restricted stock expense
that is reduced as expense is recognized, at the date
restricted stock is granted, is no longer required.
Therefore, in the first quarter of 2005, the amount that
had been in “Deferred compensation” in the
Consolidated Balance Sheet was reversed to zero.
Restricted Stock Units
The 1991 Executive Stock Plan also provides for
grants of other awards, including restricted stock
units. In 2005 and 2006, the Company granted
restricted stock units with a 3-year vesting period and
a 5-year vesting period. Each restricted stock unit rep-
resents the Company’s obligation to deliver to the
holder one share of Common Stock upon vesting.
Restricted stock units vest at the end of the nominal
vesting period or the substantive vesting period,
whichever is applicable. The fair value of restricted
stock units is the excess of the average market price of
Common Stock at the date of grant over the exercise
price, which is zero.
Changes in the Company’s restricted stock
units in 2006 were as follows:
2006
Weighted
Average
Restricted Grant-Date
(Shares in thousands) Stock Units Fair Value
Unvested restricted stock units
at beginning of period 530 $27
Granted 270 24
Vested (63) 26
Forfeited (18) 27
Unvested restricted stock units
at end of period 719 $26
The weighted average grant date fair value in 2005
was approximately $27.
ESPP
Under the ESPP, participating employees purchase
Common Stock through payroll deductions.
Employees may withdraw from an offering before the
purchase date and obtain a refund of the amounts with-
held through payroll deductions plus accrued interest.
In 2006, there was one 12-month offering
with an undiscounted purchase price, set at 100% of
the average market price on December 29, 2006. With
these modifications, the ESPP is not considered a
compensatory plan, and therefore compensation
expense was not recorded for shares issued under the
ESPP in 2006.
In 2005, there were two 6-month ESPP offer-
ings with a purchase price set at a 15% discount of
the average market price at the beginning of the
offering period. There were no shares issued under
the 2005 offerings because the market price of the
stock on the purchase date was lower than the offer-
ing price. Participants’ contributions (plus accrued
interest) were automatically refunded under the
terms of the offerings.
In 2004 and prior offerings, the offering
period was generally 12 months and the purchase
price was the lesser of 85% of the average market
price of the Common Stock on the date the offering
commenced or the date the offering ended.
Approximately 1 million shares were issued under
the ESPP in 2004.
P.92 2006 ANNUAL REPORT – Notes to the Consolidated Financial Statements
The fair value of the offerings was esti-
mated on the date of grant using a Black-Scholes
option valuation model that uses the assumptions
noted in the following table. The risk-free rate is
based on the U.S. Treasury yield curve in effect at the
time of grant. Expected volatility was based on the
implied volatility on the day of grant.
LTIP Awards
The Company’s 1991 Executive Plans provide for
grants of cash awards to key executives payable at the
end of a multi-year performance period. The target
award is determined at the beginning of the period
and can increase to a maximum of 175% of the target
or decrease to zero.
For awards granted for cycles beginning prior
to 2006, the actual payment, if any, is based on a key
performance measure, Total Shareholder Return
(“TSR”). TSR is calculated as stock appreciation plus
reinvested dividends. At the end of the period, the LTIP
payment will be determined by comparing the
Company’s TSR to the TSR of a predetermined peer
group of companies. For awards granted for the cycle
beginning in 2006, the actual payment, if any, will
depend on two performance measures. Half of the
award is based on the TSR of a predetermined peer
group of companies during the performance period
and half is based on the percentage increase in the
Company’s revenue in excess of the percentage
increase in costs and expenses during the same period.
Achievement with respect to each element of the award
is independent of the other. All payments are subject to
approval by the Board’s Compensation Committee.
The LTIP awards based on TSR are classified
as liability awards under the provisions of FAS 123-R
because the Company incurs a liability, payable in
cash, indexed to the Company’s stock price. The LTIP
award liability is measured at its fair value at the end
of each reporting period and, therefore, will fluctuate
based on the operating results and the performance of
the Company’s TSR relative to the peer group’s TSR.
Based on an independent valuation of its
LTIP awards, the Company recorded an expense of
$0.8 million in 2006 and a favorable adjustment
of $2.4 million in 2005. The fair value of the LTIP
awards was calculated by comparing the Company’s
TSR against a predetermined peer group’s TSR over
the performance period. The LTIP awards are valued
using a Monte Carlo simulation. This valuation tech-
nique includes estimating the movement of stock
prices and the effects of volatility, interest rates, and
dividends. These assumptions are based on historical
data points and are taken from market data sources.
The payout of the LTIP awards are based on relative
performance; therefore, correlations in stock
price performance among the peer group companies
also factor into the valuation. There were no LTIP
awards paid in 2006 and 2005 in connection with the
performance period ending in 2005 or 2004.
For awards granted for the cycle beginning in
2007, the actual payment, if any, will no longer have a
performance measure based on TSR. Thus, LTIP
awards granted for the cycle beginning in 2007 will not
be classified as liability awards.
As of December 2006, unrecognized com-
pensation expense related to the unvested portion of
the Company’s Stock-Based Awards was approxi-
mately $31 million and is expected to be recognized
over a weighted-average period of approximately
3 years.
The Company generally issues shares for the
exercise of stock options from unissued reserved shares
and issues shares for restricted stock units and shares
under the ESPP from treasury shares.
Shares of Class A Common Stock reserved
for issuance were as follows:
December
(In thousands) 2006 2005
Stock options
Outstanding 32,192 31,200
Available 4,075 5,880
Employee Stock Purchase Plan
Available 7,992 7, 9 9 2
Restricted stock units,
retirement units and other
awards
Outstanding 750 633
Available 474 644
Total Outstanding 32,942 31,833
Total Available 12,541 14,516
2005
January June 2004
Risk-free interest rate 2.36% 3.25% 1.27%
Expected life 6 months 6 months 1.2 years
Expected volatility 21.39% 21.46% 28.63%
Expected dividend yield 1.51% 2.12% 1.75%
Weighted-average fair value $6.65 $5.04 $8.13
Notes to the Consolidated Financial Statements – THE NEW YORK TIMES COMPANY P.93
In addition to the shares available in the table above,
as of December 2006 and December 2005, there were
approximately 833,000 and 834,000 shares of Class B
Common Stock available for conversion into shares
of Class A Common Stock.
17. Stockholders’ Equity
Shares of the Company’s Class A and Class B
Common Stock are entitled to equal participation in
the event of liquidation and in dividend declarations.
The Class B Common Stock is convertible at the hold-
ers’ option on a share-for-share basis into Class A
Common Stock. Upon conversion, the previously
outstanding shares of Class B Common Stock are
automatically and immediately retired, resulting in a
reduction of authorized Class B Common Stock. As
provided for in the Company’s Certificate of
Incorporation, the Class A Common Stock has limited
voting rights, including the right to elect 30% of the
Board of Directors, and the Class A and Class B
Common Stock have the right to vote together on the
reservation of Company shares for stock options and
other stock-based plans, on the ratification of the
selection of a registered public accounting firm and,
in certain circumstances, on acquisitions of the stock
or assets of other companies. Otherwise, except as
provided by the laws of the State of New York, all vot-
ing power is vested solely and exclusively in the
holders of the Class B Common Stock.
The Adolph Ochs family trust holds 88% of
the Class B Common Stock and as a result, 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.
The Company repurchases Class A
Common Stock under its stock repurchase program
from time to time either in the open market or
through private transactions. These repurchases may
be suspended from time to time or discontinued. The
Company repurchased 2.2 million shares in 2006 at an
average cost of $23.67 per share, 1.7 million shares in
2005 at an average cost of $33.08 per share and
6.8 million shares in 2004 at an average cost of $42.79
per share. The cost associated with these repurchases
were $51.1 million in 2006, $57.2 million in 2005 and
$293.0 million in 2004.
The Company retired 3.7 million shares
from treasury stock in 2006. The 2006 retirement
resulted in a reduction of $154.2 million in treasury
stock, $0.4 million in Class A Common Stock,
$93.2 million in additional paid-in capital and
$60.6 million in retained earnings.
The Company did not retire any shares from
treasury stock in 2005. The Company retired 9.2 mil-
lion shares from treasury stock in 2004. The 2004
retirement resulted in a reduction of $405.3 million in
treasury stock, $0.9 million in Class A Common Stock,
$96.0 million in additional paid-in capital and
$308.4 million in retained earnings.
The Board of Directors is authorized to set
the distinguishing characteristics of each series of pre-
ferred stock prior to issuance, including the granting
of limited or full voting rights; however, the consider-
ation received must be at least $100 per share. No
shares of serial preferred stock have been issued.
18. Segment Information
The Company’s reportable segments consist of the
News Media Group and About.com. These segments
are evaluated regularly by key management in
assessing performance and allocating resources.
In September 2006, the Company acquired
Calorie-Count, which is included in the results
of About.com.
In August 2006, the Company acquired
Baseline. Baseline is included in the results of
NYTimes.com, which is part of the News Media Group.
In March 2005, the Company acquired
About, Inc. About.com is a separate reportable seg-
ment of the Company.
In February 2005, the Company acquired
North Bay. North Bay is included in the results of the
News Media Group under the Regional Media Group.
The results of Calorie-Count, Baseline,
About.com and North Bay have been included in the
Company’s Consolidated Financial Statements since
their respective acquisition dates.
Beginning in fiscal 2005, the results of the
Company’s two New York City radio stations, WQXR-
FM and WQEW-AM, formerly part of the Broadcast
Media Group (now a discontinued operation (see Note
5), are included in the results of the News Media
Group as part of The New York Times Media Group.
WQXR, the Company’s classical music radio station, is
working with The New York Times News Services
division to expand the distribution of Times-branded
news and information on a variety of radio platforms,
through The Times’s own resources and in collabora-
tion with strategic partners. WQEW receives revenues
under a time brokerage agreement with Radio Disney
New York, LLC (ABC, Inc.’s successor in interest),
which currently provides substantially all of WQEW’s
programming (see Note 20 for information on the
anticipated sale of WQEW). 2004 information has been
reclassified to conform with the current presentation.
P.94 2006 ANNUAL REPORT – Notes to the Consolidated Financial Statements
Revenues from individual customers and
revenues, operating profit and identifiable assets of
foreign operations are not significant.
Below is a description of the Company’s
reportable segments:
–News Media Group
The New York Times Media Group, which includes The
New York Times, NYTimes.com, the IHT and the two
New York City radio stations; the New England Media
Group, which includes the Globe, Boston.com and the
Worcester Telegram & Gazette; and the Regional Media
Group, which includes 14 daily newspapers and their
related digital businesses.
–About.com
About.com is an online consumer information
provider.
The Company’s Statements of Operations by segment and Corporate were as follows:
(In thousands) 2006 2005 2004
Revenues
News Media Group $3,209,704 $ 3,187,180 $3,159,412
About.com (from March 18, 2005) 80,199 43,948
Tot al $3,289,903 $3,231,128 $3,159,412
Operating (Loss)/Profit
News Media Group $317,157 $ 360,633 $ 511,117
About.com (from March 18, 2005) 30,819 11,685
Corporate (54,154) (52,768) (48,504)
Impairment of intangible assets (see Note 4) (814,433) ——
Gain on sale of assets 122,946
Tot al $ (520,611) $ 442,496 $ 462,613
Net income from joint ventures 19,340 10,051 240
Interest expense, net 50,651 49,168 41,760
Other income 4,167 8,212
(Loss)/income from continuing operations before income
taxes and minority interest (551,922) 407,546 429,305
Income taxes 16,608 163,976 163,731
Minority interest in net loss/(income) of subsidiaries 359 (257) (589)
(Loss)/income from continuing operations (568,171) 243,313 264,985
Discontinued operations, net of income taxes –
Broadcast Media Group 24,728 15,687 22,646
Cumulative effect of a change in accounting principles,
net of income taxes (5,527)
Net (loss)/income $(543,443) $253,473 $287,631
Operating profit for the News Media Group and Corporate included a charge of $34.2 million and
$0.1 million, respectively, in 2006 related to staff reduction expenses (see Note 8).
Notes to the Consolidated Financial Statements – THE NEW YORK TIMES COMPANY P.95
Advertising, circulation and other revenue, by division of the News Media Group, were as follows:
(In thousands) 2006 2005 2004
The New York Times Media Group
Advertising $ 1,268,592 $1,262,168 $1,222,061
Circulation 637,094 615,508 615,891
Other 171,571 157,037 165,005
Total $ 2,077,257 $2,034,713 $2,002,957
New England Media Group
Advertising $ 425,743 $ 467,608 $ 481,615
Circulation 163,019 170,744 181,009
Other 46,572 36,991 37,971
Total $ 635,334 $ 675,343 $ 700,595
Regional Media Group
Advertising $ 383,207 $ 367,522 $ 349,702
Circulation 89,609 87,723 87,095
Other 24,297 21,879 19,063
Total $ 497,113 $ 477,124 $ 455,860
Total News Media Group
Advertising $ 2,077,542 $ 2,097,298 $2,053,378
Circulation 889,722 873,975 883,995
Other 242,440 215,907 222,039
Total $3,209,704 $ 3,187,180 $3,159,412
The Company’s segment and Corporate depreciation and amortization, capital expenditures and assets recon-
ciled to consolidated amounts were as follows:
(In thousands) 2006 2005 2004
Depreciation and Amortization
News Media Group $ 143,671 $ 119,293 $ 124,640
About.com 11,920 9,165
Corporate 6,740 7,022 9,441
Total $ 162,331 $ 135,480 $ 134,081
Capital Expenditures
News Media Group $ 343,776 $ 217,312 $ 199,890
About.com 3,156 1,713
Corporate 5,881 2,522 4,252
Total $ 352,813 $ 221,547 $ 204,142
Assets
News Media Group $ 2,537,031 $ 3,273,175 $3,163,066
Broadcast Media Group (see Note 5) 391,209 392,915 355,496
About.com 416,811 419,004
Corporate 365,752 240,615 257,084
Investments in joint ventures 145,125 238,369 218,909
Total $ 3,855,928 $4,564,078 $3,994,555
P.96 2006 ANNUAL REPORT – Notes to the Consolidated Financial Statements
19. Commitments and Contingent Liabilities
New Headquarters Building
The Company is in the process of constructing a
1.54 million square foot condominium office building
(the “Building”) in New York City that will serve as
its new headquarters.
In December 2001, a wholly owned sub-
sidiary of the Company (“NYT”) and FC Lion LLC (a
partnership between an affiliate of the Forest City
Ratner Companies and an affiliate of ING Real Estate)
became the sole members of The New York Times
Building LLC (the “Building Partnership”), a New
York limited liability company established for the
purpose of constructing the Building.
In August 2006, the Building was converted
to a leasehold condominium, and NYT and FC Lion
LLC each acquired ownership of its respective lease-
hold condominium units. Also in August 2006, Forest
City Ratner Companies purchased the ownership
interest in FC Lion LLC of the ING Real Estate affiliate.
In turn, FC Lion LLC assigned its ownership interest in
the Building Partnership and the FC Lion LLC condo-
minium units to FC Eighth Ave., LLC (“FC”).
NYT’s condominium interests represent
approximately 58% of the Building, and FC’s condo-
minium interests represent approximately 42%.
NYT’s and FC’s percentage interests in the Building
Partnership are also approximately 58% and 42%. The
Building Partnership will remain in effect until sub-
stantial completion of the Building’s core and shell.
Before the Building was converted to a
leasehold condominium, the leasehold interest in the
Building was held by the Building Partnership, and,
because of the Company’s majority interest in the
Building Partnership, FC’s interest in the Building
was consolidated in the Company’s financial state-
ments. As a result of the Building’s conversion to a
leasehold condominium, the Building Partnership no
longer holds any leasehold interest in the Building,
and, as a result, FC’s condominium units and capital
expenditures (see below) are not consolidated in the
Company’s financial statements. Accordingly, the
assets and interest in the Building Partnership attrib-
utable to FC, which were included in “Property, plant
and equipment” and “Minority Interest,” were
reversed and are no longer included in the
Company’s Consolidated Balance Sheet as of
December 2006.
In December 2001, the Building Partnership
entered into a land acquisition and development
agreement (“LADA”) for the Building site with a
New York State agency, which subsequently acquired
title to the site through a condemnation proceeding.
Pursuant to the LADA, the Building Partnership was
required to fund all costs of acquiring the Building
site, including the purchase price of approximately
$86 million, and certain additional amounts (“excess
site acquisition costs”) to be paid in connection with
the condemnation proceeding. NYT and FC were
required to post letters of credit for these acquisition
costs. As of December 2006, approximately $14 mil-
lion remained undrawn on a letter of credit posted by
the Company on behalf of NYT and approximately
$11 million remained undrawn on a letter of credit
posted by Forest City Enterprises, Inc. (“FCE”) on
behalf of FC.
The New York State agency leased the site to
the Building Partnership under a 99-year lease (the
“Ground Lease”) dated December 12, 2001.
Concurrently, the Building Partnership entered into
99-year subleases with NYT and FC Lion LLC with
respect to their portions of the Building (the “Ground
Subleases”). On September 24, 2003, the New York
State agency conveyed vacant possession of the
Building site to the Building Partnership.
In connection with the condominium decla-
ration, the Building Partnership’s interest as lessee
under the Ground Lease and as lessor under the
Ground Subleases was assigned to the New York State
agency, and the Ground Subleases now constitute
direct subleases between the New York State agency,
as landlord, and NYT and FC, respectively, as tenants.
Under the terms of the Ground Subleases,
no fixed rent is payable, but NYT and FC, respec-
tively, must make payments in lieu of real estate taxes
(“PILOT”), pay percentage (profit) rent with respect
to retail portions of the Building, and make certain
other payments over the term of the Ground
Subleases. NYT and FC receive credits for allocated
excess site acquisition costs against 85% of the PILOT
payments. The Ground Subleases give NYT and FC,
or their designees, the option to purchase the
Building, which option must be exercised jointly, at
any time after the initial 29 years of the term of the
Ground Subleases for nominal consideration.
Pursuant to the condominium declaration, NYT has
the sole right to determine when the purchase option
will be exercised, provided that FC may require the
exercise of the purchase option if NYT has not done
so within five years prior to the expiration of the 99-
year terms of the Ground Subleases.
In August 2004, the Building Partnership
commenced construction of the Building and, under
the Ground Subleases, NYT and FC are required to
complete construction of the Building’s core and shell
within 36 months following construction commence-
ment, subject to certain extensions. The Company
Notes to the Consolidated Financial Statements – THE NEW YORK TIMES COMPANY P.97
and FCE have guaranteed the obligation to complete
construction of the Building in accordance with the
Ground Subleases.
Pursuant to the Operating Agreement of the
Building Partnership, dated December 12, 2001, as
amended June 25, 2004, August 15, 2006, and
January 29, 2007 (the “Operating Agreement”),
the funds for construction of the Building are being
provided through a construction loan and capital
contributions of NYT and FC. On June 25, 2004, the
Building Partnership closed a construction loan with
Capmark Finance, Inc. (formerly GMAC Commercial
Mortgage Corporation) (the “construction lender”),
which is providing a non-recourse loan of up to
$320 million (the “construction loan”), secured by the
Building, for construction of the Building’s core and
shell as well as other development costs. NYT elected
not to borrow any portion of its share of the total costs
of the Building through this construction loan and,
instead, has made and will make capital contribu-
tions to the Building Partnership for its share of
Building costs. FC’s share of the total costs of
the Building are being funded through capital contri-
butions and the construction loan.
In connection with the condominium decla-
ration, the Building Partnership, NYT and FC became
co-borrowers under the construction loan, secured by
NYT’s and FC’s respective condominium interests.
As a co-borrower, the Company was required to
record the amount outstanding of the construction
loan on its financial statements (see Note 9). The
Company also recorded a receivable, due from its
development partner, for the same amount outstand-
ing under the construction loan (see Note 9). As of
December 2006, $124.7 million was outstanding
under the construction loan.
Under the terms of the Operating
Agreement and the construction loan, NYT was
required to fund all of its construction equity related
to construction of the core and shell as well as other
development costs prior to the funding of the con-
struction loan. In May 2006, NYT completed the
funding of its required construction equity and FC
began drawing down on the construction loan to pay
its share of the costs. Because NYT funded its con-
struction equity first, a portion of its funds was used
to fund FC’s share of Building costs (the “FC funded
share”) prior to commencement of funding of the
construction loan. The FC funded share bears interest
at the construction loan rate and is being repaid to
NYT out of construction loan draws. FC’s interest in
the Building Partnership and all of the membership
interests in FC have been pledged to NYT to secure
repayment of the FC funded share.
The construction loan, made through a
building loan agreement and a project loan
agreement, bears interest at an initial annual rate of
LIBOR plus 265 basis points and will mature on
July 1, 2008, subject to the borrowers’ right to extend
the maturity date for two six-month periods upon the
satisfaction of certain terms and conditions. FCE has
provided the construction lender with a guaranty of
completion with respect to the Building conditioned
upon the availability of the construction loan and
NYT construction capital contributions.
Under the terms of the Operating Agreement
and the construction loan, the lien of the construction
loan was scheduled to be released from the NYT con-
dominium units upon substantial completion of the
Building’s core and shell but was to remain upon the
FC condominium units until the construction loan was
repaid in full. If FC was unable to obtain other financ-
ing to repay the construction loan upon substantial
completion of the Building’s core and shell, the agree-
ments required the Company to make a loan (the
“extension loan”) to FC of approximately $119.5 mil-
lion to pay a portion of the construction loan balance.
In January 2007, the construction loan was
amended, and NYT was released as a borrower, its
condominium units were released from the related
lien, and the Company was released from a guarantee
of NYT’s obligation to complete the interior construc-
tion of the Company’s portions of the Building as
well as its guarantee of certain non-recourse carve-
outs. The Company was also released from its
obligation to make the extension loan (see Note 20).
The Company’s actual and anticipated capi-
tal expenditures in connection with the Building, net
of proceeds from the sale of the Company’s existing
headquarters, including both core and shell and inte-
rior construction costs, are detailed in the table below.
Capital Expenditures
(In millions) NYT
2001-2006 $434
2007 $ 170-$190
Total $604-$624
Less: net sale proceeds
(1)
$106
Total, net of sale proceeds $498-$518
(2)
(1)
Represents cash proceeds from the sale of the Company’s exist-
ing headquarters (see Note 8), net of income taxes and
transaction costs.
(2)
Includes estimated capitalized interest and salaries of $40 to
$50 million.
P.98 2006 ANNUAL REPORT – Notes to the Consolidated Financial Statements
FC’s capital expenditures were consolidated in the
Company’s financial statements through
August 2006, when the Building was converted to a
leasehold condominium. FC’s actual capital
expenditures from 2001 through August 2006 were
approximately $239 million.
Operating Leases
Operating lease commitments are primarily for office
space and equipment. Certain office space leases pro-
vide for rent adjustments relating to changes in real
estate taxes and other operating expenses.
Rental expense amounted to $35.0 million in
2006, $35.8 million in 2005 and $32.9 million in 2004.
The approximate minimum rental commitments
under noncancelable leases as of December 2006 were
as follows:
(In thousands) Amount
2007 $19,432
2008 10,618
2009 9,219
2010 6,641
2011 5,815
Later years 35,213
Total minimum lease payments $86,938
The table above includes lease payments in connec-
tion with the leaseback of the Company’s existing
headquarters.
Capital Leases
Future minimum lease payments for all cap-
ital leases, and the present value of the minimum
lease payments as of December 2006, were as follows:
(In thousands) Amount
2007 $ 7,867
2008 9,099
2009 9,595
2010 9,558
2011 9,552
Later years 74,020
Total minimum lease payments 119,691
Less: imputed interest (43,229)
Present value of net minimum lease payments
including current maturities $76,462
Guarantees
The Company has outstanding guarantees on behalf
of a third party that provides circulation customer
service, telemarketing and home-delivery services for
The Times and the Globe (the “circulation servicer”),
and on behalf of two third parties that provide print-
ing and distribution services for The Times’s National
Edition (the “National Edition printers”). In accor-
dance with GAAP, contingent obligations related to
these guarantees are not reflected in the Company’s
Consolidated Balance Sheets as of December 2006
and December 2005.
The Company has guaranteed the payments
under the circulation servicer’s credit facility and any
miscellaneous costs related to any default thereunder
(the “credit facility guarantee”). The total amount of
the credit facility guarantee was approximately
$20 million as of December 2006. The amount out-
standing under the credit facility, which expired in
April 2006 and was renewed, was approximately
$17 million as of December 2006. The credit facility
guarantee was made by the Company to allow the cir-
culation servicer to obtain more favorable financing
terms. The circulation servicer has agreed to reim-
burse the Company for any amounts the Company
pays under the credit facility guarantee and has
granted the Company a security interest in all of its
assets to secure repayment of any amounts the
Company pays under the credit facility guarantee.
In addition, the Company has guaranteed
the payments of two property leases of the circulation
servicer and any miscellaneous costs related to any
default thereunder (the “property lease guarantees”).
The total amount of the property lease guarantees
was approximately $2 million as of December 2006.
One property lease expires in June 2008 and the other
expires in May 2009. The property lease guarantees
were made by the Company to allow the circulation
servicer to obtain space to conduct business.
The Company would have to perform the
obligations of the circulation servicer under the credit
facility and property lease guarantees if the circula-
tion servicer defaulted under the terms of its credit
facility or lease agreements.
The Company has guaranteed a portion of
the payments of an equipment lease of a National
Edition printer and any miscellaneous costs related to
any default thereunder (the “equipment lease
guarantee”). The total amount of the equipment lease
guarantee was approximately $2 million as of
December 2006. The equipment lease expires in
March 2011. The Company made the equipment lease
guarantee to allow the National Edition printer to
obtain lower cost of lease financing.
The Company has also guaranteed certain
debt of one of the two National Edition printers and
any miscellaneous costs related to any default there-
under (the “debt guarantee”). The total amount of
the debt guarantee was approximately $5 million as
of December 2006. The debt guarantee, which
expires in May 2012, was made by the Company to
allow the National Edition printer to obtain a lower
cost of borrowing.
The Company has obtained a secured guar-
antee from a related party of the National Edition
printer to repay the Company for any amounts that it
would pay under the debt guarantee. In addition, the
Company has a security interest in the equipment
that was purchased by the National Edition printer
with the funds it received from its debt issuance, as
well as other equipment and real property.
The Company would have to perform the
obligations of the National Edition printers under
the equipment and debt guarantees if the National
Edition printers defaulted under the terms of their
equipment leases or debt agreements.
Other
The Company has letters of credit of approximately
$33 million, that are required by insurance compa-
nies, to provide support for the Company’s workers’
compensation liability that is included in the
Company’s Consolidated Balance Sheet as of
December 2006.
There are various legal actions that have
arisen in the ordinary course of business and are now
pending against the Company. These actions are gen-
erally for amounts greatly in excess of the payments,
if any, that may be required to be made. It is the opin-
ion of management after reviewing these actions with
legal counsel to the Company that the ultimate liabil-
ity that might result from these actions would not
have a material adverse effect on the Company’s
Consolidated Financial Statements.
Note 20. Subsequent Events
Broadcast Media Group Sale
On January 3, 2007, the Company entered into an
agreement to sell the Broadcast Media Group,
consisting of nine network-affiliated television
stations, their related Web sites and the digital operat-
ing center, for $575 million. The transaction is subject
to regulatory approvals and is expected to close in the
first half of 2007.
WQEW Sale
One of the Company’s New York City radio stations,
WQEW-AM (“WQEW”), receives revenues under a
time brokerage agreement with Radio Disney New
York, LLC (ABC, Inc.’s successor in interest) that pro-
vides substantially all of WQEW’s programming. On
January 25, 2007, Radio Disney New York, LLC
entered into an agreement to acquire WQEW for
$40 million. The sale is currently expected to close in
the first quarter of 2007 and is subject to Federal
Communications Commission approval. At closing,
the Company will recognize a significant portion of
the sale price as a gain because the net book value of
WQEW’s net assets being sold is nominal.
Construction Loan Amendment
Effective as of January 29, 2007, the construction loan
was amended to release NYT as a borrower, release
NYT’s condominium units from the related lien, and
release the Company from a guarantee of NYT’s obli-
gation to complete the interior construction of the
Company’s portions of the Building as well as its
guarantee of certain non-recourse carve-outs. The
Company was also released from its obligation to
make an extension loan (see Note 19). The construc-
tion lender remains obligated to continue to fund to
the Building Partnership the balance of the construc-
tion loan required to complete construction of the
Building.
In connection with the amendments, the
construction lender funded to NYT $11.6 million, rep-
resenting additional consideration payable by FC
under the Operating Agreement for the purchase
price of the land for the Building.
Notes to the Consolidated Financial Statements – THE NEW YORK TIMES COMPANY P.99
QUARTERLY INFORMATION (UNAUDITED)
As described in Note 2 of the Notes to the Consolidated Financial Statements, the Company has restated pre-
viously issued financial statements. The following tables of quarterly information (unaudited) reflect the
restatements for 2005 and the first three quarters of 2006 and provide information on the restatement adjust-
ments. The Broadcast Media Group’s results of operations have been presented as discontinued operations,
and certain assets and liabilities are classified as held for sale for all periods presented (see Note 5 of the Notes
to the Consolidated Financial Statements). In order to more clearly disclose the impact of the restatement on
reported results, the impact of this reclassification is separately shown below in the columns labeled
“Discontinued Operations.”
2006 Quarters
(3)
First Second Third Fourth Year
(Restated (Restated (Restated
and and and
(In thousands, except per share data) Reclassified) Reclassified) Reclassified)
Revenues $799,197 $ 819,636 $ 739,586 $ 931,484 $ 3,289,903
Costs and expenses 738,732 733,393 721,701 802,255 2,996,081
Impairment of intangible assets 814,433 814,433
Operating profit/(loss) 60,465 86,243 17,885 (685,204) (520,611)
Net income from joint ventures 1,967 8,770 7,348 1,255 19,340
Interest expense, net 12,524 13,234 13,267 11,626 50,651
Income/(loss) from continuing operations before
income taxes and minority interest 49,908 81,779 11,966 (695,575) (551,922)
Income taxes expense/(benefit) 19,475 28,156 3,926 (34,949) 16,608
Minority interest in net (income)/loss of
subsidiaries 93 244 267 (245) 359
Income/(loss) from continuing operations 30,526 53,867 8,307 (660,871) (568,171)
Discontinued operations, net of income taxes –
Broadcast Media Group 1,886 5,714 4,290 12,838 24,728
Net income/(loss) $ 32,412 $ 59,581 $ 12,597 $(648,033) $ (543,443)
Average number of common shares outstanding
Basic 145,165 144,792 144,454 143,906 144,579
Diluted 145,361 144,943 144,568 143,906 144,579
Basic earnings/(loss) per share:
Income/(loss) from continuing operations $ 0.21 $ 0.37 $ 0.06 $ (4.59) $ (3.93)
Discontinued operations, net of income taxes –
Broadcast Media Group 0.01 0.04 0.03 0.09 0.17
Net income/(loss) $ 0.22 $ 0.41 $ 0.09 $ (4.50) $ (3.76)
Diluted earnings/(loss) per share:
Income/(loss) from continuing operations $ 0.21 $ 0.37 $ 0.06 $ (4.59) $ (3.93)
Discontinued operations, net of income taxes –
Broadcast Media Group 0.01 0.04 0.03 0.09 0.17
Net income/(loss) $ 0.22 $ 0.41 $ 0.09 $ (4.50) $ (3.76)
Dividends per share $ .165 $ .175 $ .175 $ .175 $ .69
P.100 2006 ANNUAL REPORT – Quarterly Information
For the Quarter Ended March 26, 2006
(3)
As Previously Discontinued Restatement Restated and
(In thousands, except per share data) Reported Operations Adjustments Reclassified
Revenues $ 831,772 $(31,954) $ (621) $799,197
Costs and expenses 763,496 (28,757) 3,993 738,732
Operating profit 68,276 (3,197) (4,614) 60,465
Net income from joint ventures 1,967 1,967
Interest expense – net 12,524 12,524
Income from continuing operations before
income taxes and minority interest 57,719 (3,197) (4,614) 49,908
Income taxes 22,857 (1,311) (2,071) 19,475
Minority interest 93 93
Income from continuing operations 34,955 (1,886) (2,543) 30,526
Discontinued operations, net of income taxes –
Broadcast Media Group 1,886 1,886
Net income $ 34,955 $ $(2,543) $ 32,412
Basic earnings per share:
Income from continuing operations $ 0.24 $ (0.01) $ (0.02) $ 0.21
Discontinued operations, net of income taxes –
Broadcast Media Group 0.01 0.01
Net income $ 0.24 $ $ (0.02) $ 0.22
Diluted earnings per share:
Income from continuing operations $ 0.24 $ (0.01) $ (0.02) $ 0.21
Discontinued operations, net of income taxes –
Broadcast Media Group 0.01 0.01
Net income $ 0.24 $ $ (0.02) $ 0.22
For the Quarter Ended June 25, 2006
(3)
As Previously Discontinued Restatement Restated and
(In thousands, except per share data) Reported Operations Adjustments Reclassified
Revenues $858,748 $(39,112) $ $819,636
Costs and expenses 759,675 (29,427) 3,145 733,393
Operating profit 99,073 (9,685) (3,145) 86,243
Net income from joint ventures 8,770 8,770
Interest expense – net 13,234 13,234
Income from continuing operations before
income taxes and minority interest 94,609 (9,685) (3,145) 81,779
Income taxes 33,540 (3,971) (1,413) 28,156
Minority interest 244 244
Income from continuing operations 61,313 (5,714) (1,732) 53,867
Discontinued operations, net of income taxes –
Broadcast Media Group 5,714 5,714
Net income $ 61,313 $ $ (1,732) $ 59,581
Basic earnings per share:
Income from continuing operations $ 0.42 $ (0.04) $ (0.01) $ 0.37
Discontinued operations, net of income taxes –
Broadcast Media Group 0.04 0.04
Net income $ 0.42 $ $ (0.01) $ 0.41
Diluted earnings per share:
Income from continuing operations $ 0.42 $ (0.04) $ (0.01) $ 0.37
Discontinued operations, net of income taxes –
Broadcast Media Group 0.04 0.04
Net income $ 0.42 $ $ (0.01) $ 0.41
Quarterly Information – THE NEW YORK TIMES COMPANY P.101
For the Quarter Ended September 24, 2006
(3)
As Previously Restatement
(In thousands, except per share data) Reported Adjustments Restated
Revenues $739,586 $ $739,586
Costs and expenses 719,110 2,591 721,701
Operating profit 20,476 (2,591) 17,885
Net income from joint ventures 7,348 7,348
Interest expense – net 13,267 13,267
Income from continuing operations before
income taxes and minority interest 14,557 (2,591) 11,966
Income taxes 5,091 (1,165) 3,926
Minority interest 267 267
Income from continuing operations 9,733 (1,426) 8,307
Discontinued operations, net of income taxes –
Broadcast Media Group 4,290 4,290
Net income $ 14,023 $ (1,426) $ 12,597
Basic earnings per share:
Income from continuing operations $ 0.07 $ (0.01) $ 0.06
Discontinued operations, net of income taxes –
Broadcast Media Group 0.03 0.03
Net income $ 0.10 $ (0.01) $ 0.09
Diluted earnings per share:
Income from continuing operations $ 0.07 $ (0.01) $ 0.06
Discontinued operations, net of income taxes –
Broadcast Media Group 0.03 0.03
Net income $ 0.10 $ (0.01) $ 0.09
P.102 2006 ANNUAL REPORT – Quarterly Information
2005 Quarters
(3)
First Second Third Fourth Year
(Restated (Restated (Restated (Restated (Restated
and and and and and
(In thousands, except per share data) Reclassified) Reclassified) Reclassified) Reclassified) Reclassified)
Revenues $773,618 $ 807,237 $ 757,155 $ 893,118 $3,231,128
Costs and expenses 695,398 712,715 720,621 782,844 2,911,578
Gain on sale of assets
(1)
122,946 122,946
Operating profit 201,166 94,522 36,534 110,274 442,496
Net (loss)/income from joint ventures (248) 3,138 5,000 2,161 10,051
Interest expense, net 14,248 11,844 11,677 11,399 49,168
Other income 1,250 1,250 1,250 417 4,167
Income from continuing operations before income
taxes and minority interest 187,920 87,066 31,107 101,453 407,546
Income taxes 80,712 33,067 13,121 37,076 163,976
Minority interest in net (income)/loss of subsidiaries (119) (161) 167 (144) (257)
Income from continuing operations 107,089 53,838 18,153 64,233 243,313
Discontinued operations, net of income taxes 2,390 5,407 3,358 4,532 15,687
Cumulative effect of a change in accounting
principle, net of income taxes
(2)
(5,527) (5,527)
Net income $109,479 $ 59,245 $ 21,511 $ 63,238 $ 253,473
Average number of common shares outstanding
Basic 145,868 145,524 145,214 145,153 145,440
Diluted 146,771 146,003 145,602 145,407 145,877
Basic earnings per share:
Income from continuing operations $ 0.73 $ 0.37 $ 0.13 $ 0.44 $ 1.67
Discontinued operations, net of income taxes –
Broadcast Media Group 0.02 0.04 0.02 0.04 0.11
Cumulative effect of a change in accounting
principle, net of income taxes (0.04) (0.04)
Net income $ 0.75 $ 0.41 $ 0.15 $ 0.44 $ 1.74
Diluted earnings per share:
Income from continuing operations $ 0.73 $ 0.37 $ 0.13 $ 0.44 $ 1.67
Discontinued operations, net of income taxes –
Broadcast Media Group 0.02 0.04 0.02 0.03 0.11
Cumulative effect of a change in accounting
principle, net of income taxes (0.04) (0.04)
Net income $ 0.75 $ 0.41 $ 0.15 $ 0.43 $ 1.74
Dividends per share $ .155 $ .165 $ .165 $ .165 $ .65
Quarterly Information – THE NEW YORK TIMES COMPANY P.103
For the Quarter Ended March 27, 2005
(3)
As Previously Discontinued Restatement Restated and
(In thousands, except per share data) Reported Operations Adjustments Reclassified
Revenues $805,583 $(31,317) $ (648) $773,618
Costs and expenses 720,457 (27,266) 2,207 695,398
Gain on sale of assets
(1)
122,946 122,946
Operating profit 208,072 (4,051) (2,855) 201,166
Net income from joint ventures (248) (248)
Interest expense – net 14,248 14,248
Other income 1,250 1,250
Income from continuing operations before
income taxes and minority interest 194,826 (4,051) (2,855) 187,920
Income taxes 83,658 (1,661) (1,285) 80,712
Minority interest (119) (119)
Income from continuing operations 111,049 (2,390) (1,570) 107,089
Discontinued operations, net of income taxes –
Broadcast Media Group 2,390 2,390
Net income $111,049 $ $(1,570) $109,479
Basic earnings per share:
Income from continuing operations $ 0.76 $ (0.02) $ (0.01) $ 0.73
Discontinued operations, net of income taxes –
Broadcast Media Group 0.02 0.02
Net income $ 0.76 $ $ (0.01) $ 0.75
Diluted earnings per share:
Income from continuing operations $ 0.76 $ (0.02) $ (0.01) $ 0.73
Discontinued operations, net of income taxes –
Broadcast Media Group 0.02 0.02
Net income $ 0.76 $ $ (0.01) $ 0.75
P.104 2006 ANNUAL REPORT – Quarterly Information
For the Quarter Ended June 26, 2005
(3)
As Previously Discontinued Restatement Restated and
(In thousands, except per share data) Reported Operations Adjustments Reclassified
Revenues $845,069 $ (37,184) $ (648) $ 807,237
Costs and expenses 738,527 (28,019) 2,207 712,715
Operating profit 106,542 (9,165) (2,855) 94,522
Net income from joint ventures 3,138 3,138
Interest expense – net 11,844 11,844
Other income 1,250 1,250
Income from continuing operations before
income taxes and minority interest 99,086 (9,165) (2,855) 87,066
Income taxes 38,110 (3,758) (1,285) 33,067
Minority interest (161) (161)
Income from continuing operations 60,815 (5,407) (1,570) 53,838
Discontinued operations, net of income taxes –
Broadcast Media Group 5,407 5,407
Net income $ 60,815 $ $(1,570) $ 59,245
Basic earnings per share:
Income from continuing operations $ 0.42 $ (0.04) $ (0.01) $ 0.37
Discontinued operations, net of income taxes –
Broadcast Media Group 0.04 0.04
Net income $ 0.42 $ $ (0.01) $ 0.41
Diluted earnings per share:
Income from continuing operations $ 0.42 $ (0.04) $ (0.01) $ 0.37
Discontinued operations, net of income taxes –
Broadcast Media Group 0.04 0.04
Net income $ 0.42 $ $ (0.01) $ 0.41
Quarterly Information – THE NEW YORK TIMES COMPANY P.105
For the Quarter Ended September 25, 2005
(3)
As Previously Discontinued Restatement Restated and
(In thousands, except per share data) Reported Operations Adjustments Reclassified
Revenues $791,083 $(33,280) $ (648) $ 757,155
Costs and expenses 746,004 (27,588) 2,205 720,621
Operating profit 45,079 (5,692) (2,853) 36,534
Net income from joint ventures 5,000 5,000
Interest expense – net 11,677 11,677
Other income 1,250 1,250
Income from continuing operations before
income taxes and minority interest 39,652 (5,692) (2,853) 31,107
Income taxes 16,738 (2,334) (1,283) 13,121
Minority interest 167 167
Income from continuing operations 23,081 (3,358) (1,570) 18,153
Discontinued operations, net of income taxes –
Broadcast Media Group 3,358 3,358
Net income $ 23,081 $ $(1,570) $ 21,511
Basic earnings per share:
Income from continuing operations $ 0.16 $ (0.02) $ (0.01) $ 0.13
Discontinued operations, net of income taxes –
Broadcast Media Group 0.02 0.02
Net income $ 0.16 $ $ (0.01) $ 0.15
Diluted Earnings per share:
Income from continuing operations $ 0.16 $ (0.02) $ (0.01) $ 0.13
Discontinued operations, net of income taxes –
Broadcast Media Group 0.02 0.02
Net income $ 0.16 $ $ (0.01) $ 0.15
P.106 2006 ANNUAL REPORT – Quarterly Information
For the Quarter Ended December 25, 2005
(3)
As Previously Discontinued Restatement Restated and
(In thousands, except per share data) Reported Operations Adjustments Reclassified
Revenues $931,040 $ (37,274) $ (648) $893,118
Costs and expenses 809,679 (29,041) 2,206 782,844
Operating profit 121,361 (8,233) (2,854) 110,274
Net income from joint ventures 2,161 2,161
Interest expense – net 11,399 11,399
Other income 417 417
Income from continuing operations before
income taxes and minority interest 112,540 (8,233) (2,854) 101,453
Income taxes 41,736 (3,376) (1,284) 37,076
Minority interest (144) (144)
Income from continuing operations 70,660 (4,857) (1,570) 64,233
Discontinued operations, net of income taxes –
Broadcast Media Group 4,532 4,532
Cumulative effect of a change in accounting principle,
net of income taxes (5,852) 325 (5,527)
Net income $ 64,808 $ $(1,570) $ 63,238
Basic earnings per share:
Income from continuing operations $ 0.49 $ (0.04) $ (0.01) $ 0.44
Discontinued operations, net of income taxes –
Broadcast Media Group 0.04 0.04
Cumulative effect of a change in accounting principle,
net of income taxes (0.04) (0.04)
Net income $ 0.45 $ $ (0.01) $ 0.44
Diluted earnings per share:
Income from continuing operations $ 0.49 $ (0.03) $ (0.02) $ 0.44
Discontinued operations, net of income taxes –
Broadcast Media Group 0.03 0.03
Cumulative effect of a change in accounting principle,
net of income taxes (0.04) (0.04)
Net income $ 0.45 $ $ (0.02) $ 0.43
(1)
The first quarter of 2005 includes a $122.9 million pre-tax gain from the sale of assets. The Company completed the sale of its current headquar-
ters in New York City for $175.0 million, which resulted in a total pre-tax gain of $143.9 million, of which $114.5 million ($63.3 million after tax or
$0.43 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 GAAP. In addition, the Company 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 $0.03 per diluted share). See Note 8 of the Notes to the Consolidated Financial Statements.
(2)
The Company adopted FIN 47 during the fourth quarter of 2005 and accordingly recorded an after-tax charge of $5.5 million or $0.04 per
diluted share ($9.9 million pre-tax). See Note 8 of the Notes to the Consolidated Financial Statements.
(3)
See Note 2 of the Notes to the Consolidated Financial Statements.
Earnings per share amounts for the quarters do not necessarily equal the respective year-end amounts for
earnings per share due to the weighted average number of shares outstanding used in the computations for
the respective periods. Earnings per share amounts for the respective quarters and years have been computed
using the average number of common shares outstanding.
The Company’s largest source of revenue is advertising. Seasonal variations in advertising revenues
cause the Company’s quarterly consolidated results to fluctuate. Second-quarter and fourth-quarter advertis-
ing volume is typically higher than first-quarter and third-quarter volume because economic activity tends to
be lower during the winter and summer. Quarterly trends are also affected by the overall economy and eco-
nomic conditions that may exist in specific markets served by each of the Company’s business segments as
well as the occurrence of certain international, national and local events.
Quarterly Information – THE NEW YORK TIMES COMPANY P.107
Condensed Consolidated Balance Sheets
As of March 26, 2006
(1)
As Previously Discontinued Restatement Restated and
(In thousands) Reported Operations Adjustments Reclassified
Assets
Current Assets $ 597,229 $ (3,945) $ 2,685 $ 595,969
Assets held for sale 356,963 356,963
Investments in Joint Ventures 239,601 239,601
Property, Plant and Equipment – net 1,502,875 (66,570) 1,436,305
Goodwill 1,440,650 (40,579) 1,400,071
Other Intangibles – net 404,332 (234,534) 169,798
Miscellaneous Assets 340,076 (11,335) 26,160 354,901
Total Assets $ 4,524,763 $ $ 28,845 $4,553,608
Liabilities and Stockholders’ Equity
Current Liabilities $ 1,024,787 $ 11,337 $ (7,773) $1,028,351
Other Liabilities 1,764,147 (11,337) 101,277 1,854,087
Minority Interest 208,719 208,719
Common stockholders’ equity 1,527,110 (64,659) 1,462,451
Total Liabilities and Stockholders’ Equity $ 4,524,763 $ $ 28,845 $4,553,608
As of June 25, 2006
(1)
As Previously Discontinued Restatement Restated and
(In thousands) Reported Operations Adjustments Reclassified
Assets
Current Assets $ 735,788 $ (2,824) $ 2,747 $ 735,711
Assets held for sale 354,082 354,082
Investments in Joint Ventures 245,914 245,914
Property, Plant and Equipment – net 1,552,167 (64,456) 1,487,711
Goodwill 1,444,621 (41,675) 1,402,946
Other Intangibles – net 397,974 (234,222) 163,752
Miscellaneous Assets 232,082 (10,905) 24,222 245,399
Total Assets $4,608,546 $ $ 26,969 $4,635,515
Liabilities and Stockholders’ Equity
Current Liabilities $1,202,006 $ 10,931 $ (7,085) $1,205,852
Other Liabilities 1,636,893 (10,931) 97,134 1,723,096
Minority Interest 232,945 232,945
Common stockholders’ equity 1,536,702 (63,080) 1,473,622
Total Liabilities and Stockholders’ Equity $4,608,546 $ $ 26,969 $4,635,515
P.108 2006 ANNUAL REPORT – Quarterly Information
As of September 24, 2006
(1)
As Previously Restatement
(In thousands) Reported Adjustments Restated
Assets
Current Assets $ 816,440 $ 2,611 $ 819,051
Assets held for sale 355,846 355,846
Investments in Joint Ventures 147,028 147,028
Property, Plant and Equipment – net 1,309,465 1,309,465
Goodwill 1,440,818 1,440,818
Other Intangibles – net 157,272 157,272
Miscellaneous Assets 223,309 22,282 245,591
Total Assets $ 4,450,178 $ 24,893 $ 4,475,071
Liabilities and Stockholders’ Equity
Current Liabilities $1,310,958 $ (6,901) $1,304,057
Other Liabilities 1,590,262 92,990 1,683,252
Minority Interest 5,617 5,617
Common stockholders’ equity 1,543,341 (61,196) 1,482,145
Total Liabilities and Stockholders’ Equity $ 4,450,178 $ 24,893 $ 4,475,071
(1)
See Note 2 of the Notes to the Consolidated Financial Statements.
Quarterly Information – THE NEW YORK TIMES COMPANY P.109
SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS
For the Three Years Ended December 31, 2006
Column A Column B Column C Column D Column E Column F
Additions Deductions for
charged to purposes for
Balance at costs and Additions which
beginning expenses or related to accounts were Balance at
Description (In thousands) of period revenues Acquisitions set up end of period
Year Ended December 31, 2006
Deducted from assets to which they apply
Accounts receivable allowances:
Uncollectible accounts $21,363 $20,020 $120 $26,543 $14,960
Rate adjustments and discounts 7,203 38,079 35,532 9,750
Returns allowance 11,088 894 852 11,130
Total $39,654 $58,993 $120 $ 62,927 $35,840
Year Ended December 25, 2005 (Restated)
Deducted from assets to which they apply
Accounts receivable allowances:
Uncollectible accounts $18,561 $23,398 $488 $21,084 $21,363
Rate adjustments and discounts 3,722 33,035 29,554 7,203
Returns allowance 10,423 2,780 2,115 11,088
Total $32,706 $59,213 $488 $ 52,753 $39,654
Year Ended December 26, 2004 (Restated)
Deducted from assets to which they apply
Accounts receivable allowances:
Uncollectible accounts $18,325 $22,286 $ $22,050 $18,561
Rate adjustments and discounts 6,026 21,626 23,930 3,722
Returns allowance 6,284 8,471 4,332 10,423
Total $30,635 $52,383 $ $50,312 $32,706
P.110 2006 ANNUAL REPORT – Schedule II-Valuation and Qualifying Accounts
Not applicable.
EVALUATION OF DISCLOSURE CONTROLS
AND PROCEDURES
We maintain disclosure controls and procedures that
are designed to ensure that information required to be
disclosed 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 SEC’s rules and forms, and
that such information is accumulated and communi-
cated to our management, including our Chief
Executive Officer and Chief Financial Officer, as
appropriate, to allow timely decisions regarding
required disclosure.
As discussed elsewhere in this Annual
Report on Form 10-K, we are restating certain of our
previously issued financial statements. See “Item 6 –
Selected Financial Data”; “Item 7 – Management’s
Discussion and Analysis of Financial Condition and
Results of Operations” and Note 2 (Restatement of
Financial Statements) of the Notes to the Consolidated
Financial Statements for more detailed information
regarding the restatement.
In light of the need for this restatement, our
Chief Executive Officer and Chief Financial Officer
have identified a material weakness in our internal
control over financial reporting with respect to
accounting for pension and postretirement liabilities
arising under collectively-bargained pension and
benefit plans, further described below under
“Management’s Report on Internal Control Over
Financial Reporting.” As of December 31, 2006, Janet L.
Robinson, our Chief Executive Officer, and James M.
Follo, our Chief Financial Officer, have evaluated the
effectiveness of our disclosure controls and proce-
dures. Based upon, and as of the date of their
evaluation, the Chief Executive Officer and Chief
Financial Officer concluded that our disclosure con-
trols and procedures were not effective solely because
of this material weakness.
In order to remediate this material weak-
ness, management is in the process of designing,
implementing and enhancing controls to ensure the
proper accounting for our collectively-bargained
pension and benefit plans. These remedial actions
consist of:
An evaluation of control design and the implemen-
tation of appropriate control activities that focus
specifically on pension and postretirement
accounting at the Company’s operating units.
A review of the accounting treatment of all pension
and benefit plans applicable to unionized employees.
A more rigorous analysis of the multi-employer
versus single-employer status of our pension and
postretirement plans.
We expect to remediate the material weak-
ness by the end of the first quarter of 2007.
MANAGEMENT’S REPORT ON INTERNAL
CONTROL OVER FINANCIAL REPORTING
Management of the Company is responsible for
establishing and maintaining adequate internal con-
trol over financial reporting as defined in
Rules 13a-15(f) and 15d-15(f) under the Securities
Exchange Act of 1934. The Company’s internal con-
trol over financial reporting is designed to provide
reasonable assurance regarding the reliability of
financial reporting and the preparation of financial
statements for external purposes in accordance with
GAAP. The Company’s internal control over financial
reporting includes those policies and procedures that:
pertain to the maintenance of records that, in rea-
sonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of
the Company;
provide reasonable assurance that transactions are
recorded as necessary to permit preparation of
financial statements in accordance with GAAP, and
that receipts and expenditures of the Company are
being made only in accordance with authorizations
of management and directors of the Company; and
provide reasonable assurance regarding prevention
or timely detection of unauthorized acquisition, use
or disposition of the Company’s assets that could
have a material effect on the financial statements.
Because of its inherent limitations, internal
control over financial reporting may not prevent or
detect misstatements. Also, projections of any evalua-
tion of effectiveness to future periods are subject to the
ITEM 9A. CONROLS AND PROCEDURES.
ITEM 9. CHANGES IN AND
DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL
DISCLOSURE.
Part II – THE NEW YORK TIMES COMPANY P.111
risk that controls may become inadequate because of
changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
As required by Section 404 of the Sarbanes-
Oxley Act of 2002, management assessed the
effectiveness of the Company’s internal control over
financial reporting as of December 31, 2006. In
making this assessment, management used the crite-
ria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO)
in Internal Control-Integrated Framework.
Management identified a material weakness
in the Company’s internal control over financial
reporting with respect to accounting for pension and
postretirement liabilities. Specifically, the Company
did not design control procedures to appropriately
consider the multi-employer versus single-employer
status of collectively-bargained pension and benefit
plans, leading to inappropriate accounting for certain
plan liabilities in accordance with GAAP. Based on
management’s assessment and the criteria discussed
above, and solely because of this material weakness,
management believes that the Company did not
maintain effective internal control over financial
reporting as of December 31, 2006.
The Company’s independent registered
public accounting firm, Deloitte & Touche LLP, has
audited management’s assessment of the Company’s
internal control over financial reporting as of
December 31, 2006, and its report is included in Item
8 of this Annual Report on Form 10-K.
CHANGES IN INTERNAL CONTROL OVER
FINANCIAL REPORTING
There were no changes in our internal control over
financial reporting during the quarter ended
December 31, 2006, that have materially affected or
are reasonably likely to materially affect, our internal
control over financial reporting.
However, we are taking remedial actions to
address the material weakness described above
under “Evaluation of Disclosure Controls and
Procedures.” We expect to implement these remedial
actions by the end of the first quarter of 2007.
Not applicable.
ITEM 9B. OTHER INFORMATION.
P.112 2006 ANNUAL REPORT – Part II
In addition to the information set forth under the cap-
tion “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,” “Interests of
Directors in Certain Transactions of the Company,”
“Board of Directors and Corporate Governance,”
beginning with the section titled “Independent
Directors,” but only up to and including the section
titled “Audit Committee Financial Experts,” and
“Board Committees” of our Proxy Statement for the
2007 Annual Meeting of Stockholders.
The Board has adopted a code of ethics that
applies not only to our CEO and senior financial offi-
cers, 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.
The information required by this item is incorporated
by reference to the sections titled “Compensation
Committee,” “Directors’ Compensation,” “Directors’
and Officers’ Liability Insurance” and “Compensation
of Executive Officers” of our Proxy Statement for the
2007 Annual Meeting of Stockholders.
In addition to the information set forth under the cap-
tion “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 2007
Annual Meeting of Stockholders.
The information required by this item is incorpo-
rated by reference to the sections titled “Interests of
Directors in Certain Transactions of the Company,”
“Board of Directors and Corporate Governance –
Independent Directors,” “Board of Directors and
Corporate Governance – Board Committees” and
“Board of Directors and Corporate Governance –
Policy on Transactions with Related Persons” of our
Proxy Statement for the 2007 Annual Meeting of
Stockholders.
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 2007
Annual Meeting of Stockholders.
ITEM 14. PRINCIPAL ACCOUNTING FEES
AND SERVICES.
ITEM 13. CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE.
ITEM 12. SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED
STOCKHOLDER MATTERS.
ITEM 11. EXECUTIVE COMPENSATION.
ITEM 10. DIRECTORS, EXECUTIVE
OFFICERS AND CORPORATE
GOVERNANCE.
Part III – THE NEW YORK TIMES COMPANY P.113
PART III
(A) DOCUMENTS FILED AS PART OF THIS REPORT
(1) Financial Statements
As listed in the index to financial information in “Item 8 – Financial Statements and Supplementary Data.”
(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 in “Item 8 –
Financial Statements and Supplementary Data.” Schedules not included with this additional consolidated
financial information have been omitted either because they are not applicable or because the required infor-
mation is shown in the Consolidated Financial Statements.
Page
Consolidated Schedule for the Three Years Ended December 31, 2006:
II—Valuation and Qualifying Accounts 110
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.
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
P.114 2006 ANNUAL REPORT – Part IV
PART IV
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: March 1, 2007
THE NEW YORK TIMES COMPANY
(Registrant)
BY:/S/ RHONDA L. BRAUER
Rhonda L. Brauer,
Secretary and Corporate Governance Officer
We, the undersigned directors and officers of The New York Times Company, hereby severally constitute
Kenneth A. Richieri and Rhonda L. Brauer, and each of them singly, our true and lawful attorneys with full
power to them and each of them to sign for us, in our names in the capacities indicated below, any and all
amendments to this Annual Report on Form 10-K filed with the Securities and Exchange Commission.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature Title Date
Arthur Sulzberger, Jr. Chairman, Director March 1, 2007
Janet L. Robinson Chief Executive Officer, President and Director (Principal Executive Officer) March 1, 2007
Michael Golden Vice Chairman and Director March 1, 2007
Brenda C. Barnes Director March 1, 2007
R. Anthony Benten Vice President and Corporate Controller (Principal Accounting Officer) March 1, 2007
Raul E. Cesan Director March 1, 2007
Lynn G. Dolnick Director March 1, 2007
James M. Follo Senior Vice President and Chief Financial Officer (Principal Financial Officer) March 1, 2007
William E. Kennard Director March 1, 2007
James M. Kilts Director March 1, 2007
David E. Liddle Director March 1, 2007
Ellen R. Marram Director March 1, 2007
Thomas Middelhoff Director March 1, 2007
Cathy J. Sulzberger Director March 1, 2007
Doreen A. Toben Director March 1, 2007
SIGNATURES
P.115
P.116 2006 ANNUAL REPORT – Index to Exhibits
INDEX TO EXHIBITS
Exhibit numbers 10.36 through 10.45 are management contracts or compensatory plans or arrangements.
Exhibit Description of Exhibit
Number
(3.1) Certificate of Incorporation as amended and restated to reflect amendments effective June 19, 1998 (filed as an
Exhibit to the Company’s Form 10-Q dated August 11, 1998, and incorporated by reference herein).
(3.2) By-laws as amended through December 20, 2001 (filed as an Exhibit to the Company’s Form 10-K dated
February 22, 2002, and incorporated by reference herein).
(4) The Company agrees to furnish to the Commission upon request a copy of any instrument with respect to long-
term debt of the Company and any subsidiary for which consolidated or unconsolidated financial statements are
required to be filed, and for which the amount of securities authorized thereunder does not exceed 10% of the
total assets of the Company and its subsidiaries on a consolidated basis.
(10.1) Lease (short form) between the Company and Z Edison Limited Partnership, dated April 8, 1987 (filed as an
Exhibit to the Company’s Form 10-K dated March 27, 1988, and incorporated by reference herein).
(10.2) Amendment to Lease between the Company and Z Edison Limited Partnership, dated May 14, 1997 (filed as an
Exhibit to the Company’s Form 10-Q dated November 10, 1998, and incorporated by reference herein).
(10.3) Second Amendment to Lease between the Company and Z Edison Limited Partnership, dated June 30, 1998
(filed as an Exhibit to the Company’s Form 10-Q dated November 10, 1998, and incorporated by reference herein).
(10.4) Agreement of Lease, dated as of December 15, 1993, between The City of New York, Landlord, and the
Company, Tenant (as successor to New York City Economic Development Corporation (the “EDC”), pursuant to
an Assignment and Assumption of Lease With Consent, made as of December 15, 1993, between the EDC, as
Assignor, to the Company, as Assignee) (filed as an Exhibit to the Company’s Form 10-K dated March 21, 1994,
and incorporated by reference herein).
(10.5) Funding Agreement #4, dated as of December 15, 1993, between the EDC and the Company (filed as an Exhibit
to the Company’s Form 10-K dated March 21, 1994, and incorporated by reference herein).
(10.6) New York City Public Utility Service Power Service Agreement, made as of May 3, 1993, between The City of
New York, acting by and through its Public Utility Service, and The New York Times Newspaper Division of
the Company (filed as an Exhibit to the Company’s Form 10-K dated March 21, 1994, and incorporated by
reference herein).
(10.7) Agreement of Lease, dated December 12, 2001, between the 42nd St. Development Project, Inc., as Landlord,
and The New York Times Building LLC, as Tenant (filed as an Exhibit to the Company’s Form 10-K dated
February 22, 2002, and incorporated by reference herein).
(1)
(10.8) Operating Agreement of The New York Times Building LLC, dated December 12, 2001, between FC Lion LLC
and NYT Real Estate Company LLC* (filed as an Exhibit to the Company’s Form 10-Q dated August 5, 2004, and
incorporated by reference herein).
(10.9) First Amendment to Operating Agreement of The New York Times Building LLC, dated June 25, 2004, between
FC Lion LLC and NYT Real Estate Company LLC* (filed as an Exhibit to the Company’s Form 10-Q dated
August 5, 2004, and incorporated by reference herein).
(10.10) Second Amendment to Operating Agreement of The New York Times Building LLC, dated as of August 15, 2006,
between FC Eighth Ave., LLC and NYT Real Estate Company LLC (filed as an Exhibit to the Company’s
Form 10-Q dated November 3, 2006, and incorporated by reference herein).
(10.11) Third Amendment to Operating Agreement of The New York Times Building LLC, dated as of January 29, 2007,
between FC Eighth Ave., LLC and NYT Real Estate Company LLC (filed as an Exhibit to the Company’s Form 8-K
dated February 1, 2007, and incorporated by reference herein).
(10.12) Building Loan Agreement, dated as of June 25, 2004, among The New York Times Building LLC, New York State
Urban Development Corporation (d/b/a Empire State Development Corporation) and GMAC Commercial
Mortgage Corporation (filed as an Exhibit to the Company’s Form 10-Q dated August 5, 2004, and incorporated
by reference herein).
(10.13) First Amendment to Building Loan Agreement, dated as of December 8, 2004, between The New York Times
Building LLC and GMAC Commercial Mortgage Corporation (filed as an Exhibit to the Company’s Form 10-Q
dated November 3, 2006, and incorporated by reference herein).
Exhibit Description of Exhibit
Number
(10.14) Second Amendment to Building Loan Agreement, dated as of June 22, 2006, between The New York Times
Building LLC and Capmark Finance Inc. (formerly GMAC Commercial Mortgage Corporation) (filed as an Exhibit
to the Company’s Form 10-Q dated November 3, 2006, and incorporated by reference herein).
(10.15) Third Amendment to Building Loan Agreement, dated as of August 15, 2006, between The New York Times
Building LLC, NYT Real Estate Company LLC, FC Eighth Ave., LLC and Capmark Finance Inc. (formerly GMAC
Commercial Mortgage Corporation) (filed as an Exhibit to the Company’s Form 10-Q dated November 3, 2006,
and incorporated by reference herein).
(10.16) Fourth Amendment to Building Loan Agreement, dated as of January 29, 2007, between The New York Times
Building LLC, NYT Real Estate Company LLC, FC Eighth Ave., LLC and Capmark Finance Inc. (formerly GMAC
Commercial Mortgage Corporation) (filed as an Exhibit to the Company’s Form 8-K dated February 1, 2007, and
incorporated by reference herein).
(10.17) Project Loan Agreement, dated as of June 25, 2004, among The New York Times Building LLC, New York State
Urban Development Corporation (d/b/a Empire State Development Corporation) and GMAC Commercial
Mortgage Corporation (filed as an Exhibit to the Company’s Form 10-Q dated August 5, 2004, and incorporated
by reference herein).
(10.18) First Amendment to Project Loan Agreement, dated as of December 8, 2004, between The New York Times
Building LLC and GMAC Commercial Mortgage Corporation (filed as an Exhibit to the Company’s Form 10-Q
dated November 3, 2006, and incorporated by reference herein).
(10.19) Second Amendment to Project Loan Agreement, dated as of August 15, 2006, between The New York Times
Building LLC, NYT Real Estate Company LLC, FC Eighth Ave., LLC and Capmark Finance Inc. (formerly GMAC
Commercial Mortgage Corporation) (filed as an Exhibit to the Company’s Form 10-Q dated November 3, 2006,
and incorporated by reference herein).
(10.20) Third Amendment to Project Loan Agreement, dated as of January 29, 2007, between The New York Times
Building LLC, NYT Real Estate Company LLC, FC Eighth Ave., LLC and Capmark Finance Inc. (formerly GMAC
Commercial Mortgage Corporation) (filed as an Exhibit to the Company’s Form 8-K dated February 1, 2007, and
incorporated by reference herein).
(10.21) Construction Management Agreement, dated January 22, 2004, between The New York Times Building LLC and
AMEC Construction Management, Inc.* (filed as an Exhibit to the Company’s Form 10-Q dated August 5, 2004,
and incorporated by reference herein).
(10.22) Agreement of Sale and Purchase between The New York Times Company, Seller, and Tishman Speyer
Development, L.L.C., Purchaser, dated November 7, 2004 (filed as an Exhibit to the Company’s Form 8-K dated
November 12, 2004, and incorporated by reference herein).
(10.23) Letter Agreement, dated as of April 8, 2004, amending Agreement of Lease, between the 42nd St. Development
Project, Inc., as landlord, and The New York Times Building LLC, as tenant (filed as an Exhibit to the Company’s
Form 10-Q dated November 3, 2006, and incorporated by reference herein).
(1)
(10.24) Amended and Restated Agreement of Lease, dated as of August 15, 2006, between 42nd St. Development
Project, Inc., acting as landlord and tenant (filed as an Exhibit to the Company’s Form 10-Q dated
November 3, 2006, and incorporated by reference herein).
(1)
(10.25) Agreement of Sublease, dated as of December 12, 2001, between The New York Times Building LLC, as land-
lord, and NYT Real Estate Company LLC, as tenant (filed as an Exhibit to the Company’s Form 10-Q dated
November 3, 2006, and incorporated by reference herein).
(1)
(10.26) First Amendment to Agreement of Sublease, dated as of August 15, 2006, between 42nd St. Development
Project, Inc., as landlord, and NYT Real Estate Company LLC, as tenant (filed as an Exhibit to the Company’s
Form 10-Q dated November 3, 2006, and incorporated by reference herein).
(1)
(10.27) Second Amendment to Agreement of Sublease, dated as of January 29, 2007, between 42nd St. Development
Project, Inc., as landlord, and NYT Real Estate Company LLC, as tenant (filed as an Exhibit to the Company’s
Form 8-K dated February 1, 2007, and incorporated by reference herein).
(10.28) Distribution Agreement, dated as of September 17, 2002, by and among the Company, J.P. Morgan Securities
Inc., Banc of America Securities LLC, and Banc One Markets, Inc. (filed as an Exhibit to the Company’s Form 8-K
dated September 18, 2002, and incorporated by reference herein).
Index to Exhibits – THE NEW YORK TIMES COMPANY P.117
Exhibit Description of Exhibit
Number
(10.29) Calculation Agent Agreement, dated as of September 17, 2002, by and between the Company and JPMorgan
Chase Bank (filed as an Exhibit to the Company’s Form 8-K dated September 18, 2002, and incorporated by ref-
erence herein).
(10.30) Indenture, dated March 29, 1995, between The New York Times Company and JPMorgan Chase Bank, N.A. (for-
merly known as Chemical Bank and The Chase Manhattan Bank), as trustee (filed as an Exhibit to the Company’s
registration statement on Form S-3 File No. 33-57403, and incorporated by reference herein).
(10.31) First Supplemental Indenture, dated August 21, 1998, between The New York Times Company and JPMorgan
Chase Bank, N.A. (formerly known as Chemical Bank and The Chase Manhattan Bank), as trustee (filed as an Exhibit
to the Company’s registration statement on Form S-3 File No. 333-62023, and incorporated by reference herein).
(10.32) Second Supplemental Indenture, dated July 26, 2002, between The New York Times Company and JPMorgan
Chase Bank, N.A., as trustee (filed as an Exhibit to the Company’s registration statement on Form S-3
File No. 333-97199, and incorporated by reference herein).
(10.33) Stock Purchase Agreement among the Company, PRIMEDIA Companies Inc. and PRIMEDIA Inc., in which the
Company agreed to purchase About, Inc., dated February 17, 2005 (filed as an Exhibit to the Company’s
Form 8-K dated March 10, 2005, and incorporated by reference herein).
(10.34) Guarantee of PRIMEDIA Inc. with respect to the obligations of PRIMEDIA Companies Inc. in favor of the
Company dated March 18, 2005 (filed as an Exhibit to the Company’s Form 8-K dated March 18, 2005, and
incorporated by reference herein).
(10.35) Asset Purchase Agreement, dated as of January 3, 2007, by and among NYT Broadcast Holdings, LLC, New York
Times Management Services, NYT Holdings, Inc., KAUT-TV, LLC, Local TV, LLC, Oak Hill Capital Partners II, L.P.
and The New York Times Company (filed as an Exhibit to the Company’s Form 8-K dated January 5, 2007, and
incorporated by reference herein).
(10.36) The Company’s 1991 Executive Stock Incentive Plan, as amended through February 16, 2006 (filed as an Exhibit
to the Company’s Form 8-K dated February 17, 2006, and incorporated by reference herein).
(10.37) The Company’s 1991 Executive Cash Bonus Plan, as amended through February 16, 2006 (filed as an Exhibit to
the Company’s Form 8-K dated February 17, 2006, and incorporated by reference herein).
(10.38) The Company’s Non-Employee Directors’ Stock Option Plan, as amended through September 21, 2000 (filed as
an Exhibit to the Company’s Form 10-Q dated November 8, 2000, and incorporated by reference herein).
(10.39) The Company’s Supplemental Executive Retirement Plan, as amended and restated through January 1, 2004
(filed as an Exhibit to the Company’s Form 10-Q dated August 5, 2004, and incorporated by reference herein).
(10.40) The Company’s Deferred Executive Compensation Plan, as amended December 22, 2005 (filed as an Exhibit to
the Company’s Form 8-K dated December 27, 2005, and incorporated by reference herein).
(10.41) The Company’s Non-Employee Directors Deferral Plan, as amended through February 17, 2005 (filed as an
Exhibit to the Company’s Form 8-K dated February 17, 2005, and incorporated by reference herein).
(10.42) 2004 Non-Employee Directors’ Stock Incentive Plan, effective April 13, 2004 (filed as an Exhibit to the
Company’s Form 10-Q dated May 5, 2004, and incorporated by reference herein).
(10.43) Letter Agreement, dated as of July 19, 2004, between the Company and Russell T. Lewis (filed as an Exhibit to
the Company’s Form 10-Q dated November 5, 2004, and incorporated by reference herein).
(10.44) Compensatory arrangements of James M. Follo (incorporated by reference to the Company’s Form 8-K dated
December 15, 2006).
(10.45) Consulting Agreement between The New York Times Company and Leonard P. Forman effective as of
January 1, 2007 (filed as an Exhibit to the Company’s Form 8-K dated December 15, 2006, and incorporated by
reference herein).
(12) Ratio of Earnings to Fixed Charges.
(14) Code of Ethics for the Chairman, Chief Executive Officer, Vice Chairman and Senior Financial Officers (filed as an
Exhibit to the Company’s Form 10-K dated February 20, 2004, and incorporated by reference herein).
(21) Subsidiaries of the Company.
(23) Consent of Deloitte & Touche LLP.
(24) Power of Attorney (included as part of signature page).
(31.1) Rule 13a-14(a)/15d-14(a) Certification.
P.118 2006 ANNUAL REPORT – Index to Exhibits
Exhibit Description of Exhibit
Number
(31.2) Rule 13a-14(a)/15d-14(a) Certification.
(32.1) Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
(32.2) Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
* Portions of these exhibits have been redacted pursuant to a confidential treatment request filed with the Securities and Exchange
Commission. Such redacted portions have been marked with an asterisk.
(1)
Effective August 15, 2006, the Agreement of Lease, dated December 12, 2001, between 42nd St. Development Project, Inc., as landlord,
and The New York Times Building LLC, as tenant, was amended, with 42nd St. Development Project, Inc. now acting as both landlord and
tenant. It was effectively superseded by the First Amendment to Agreement of Sublease, dated as of August 15, 2006, between 42nd St.
Development Project, Inc., as landlord, and NYT Real Estate Company LLC, as tenant, which agreement was formerly between The New
York Times Building LLC, as landlord, and NYT Real Estate Company LLC, as tenant.
Index to Exhibits – THE NEW YORK TIMES COMPANY P.119
EXHIBIT 12
The New York Times Company Ratio of Earnings to Fixed Charges (Unaudited)
For the Years Ended
December 31, December 25, December 26, December 28, December 29,
2006 2005 2004 2003 2002
(In thousands, except ratio) (Restated) (Restated) (Restated) (Restated)
Earnings from continuing
operations before fixed charges
(Loss)/income from continuing operations
before income taxes and income/loss
from joint ventures $ (571,262) $ 397,495 $429,065 $464,851 $452,517
Distributed earnings from less than
fifty-percent owned affiliates 13,375 9,132 14,990 9,299 6,459
Adjusted pre-tax earnings from
continuing operations (557,887) 406,627 444,055 474,150 458,976
Fixed charges less capitalized interest 69,245 64,648 54,222 56,886 59,225
Earnings from continuing operations
before fixed charges $(488,642) $471,275 $498,277 $531,036 $518,201
Fixed charges
Interest expenses, net of
capitalized interest $ 58,581 $ 53,630 $ 44,191 $ 46,704 $ 48,697
Capitalized interest 14,931 11,155 7,181 4,501 1,662
Portion of rentals representative
of interest factor 10,664 11,018 10,031 10,182 10,528
Total fixed charges $ 84,176 $ 75,803 $ 61,403 $ 61,387 $ 60,887
Ratio of earnings to fixed charges
(
*
)
6.22 8.11 8.65 8.51
Note: The Ratio of Earnings to Fixed Charges should be read in conjunction with the Consolidated Financial Statements and Management’s
Discussion and Analysis of Financial Condition and Results of Operations in this Annual Report on Form 10-K.
(
*
)
Earnings were inadequate to cover fixed charges by $573 million for the year ended December 31, 2006, as a result of a non-cash
impairment charge of $814.4 million ($735.9 million after tax).
P.120 2006 ANNUAL REPORT
EXHIBIT 21
Our Subsidiaries
(1)
Jurisdiction of
Incorporation or
Name of Subsidiary Organization
The New York Times Company New York
About, Inc. Delaware
About International Cayman Islands
About Information Technology (Beijing) Co., Ltd. China
Daypost, LLC Delaware
Baseline Acquisitions Corp. Delaware
Baseline, Inc. Delaware
Studio Systems, Inc. Delaware
Screenline Film-und Medieninformations GmbH Germany
IHT, LLC Delaware
International Herald Tribune S.A.S. France
IHT Kathimerini S.A. (50%) Greece
International Business Development (IBD) France
International Herald Tribune (Hong Kong) LTD. Hong Kong
International Herald Tribune (Singapore) Pte LTD. Singapore
International Herald Tribune (Thailand) LTD. Thailand
IHT (Malaysia) Sdn Bhd Malaysia
International Herald Tribune B.V. Netherlands
International Herald Tribune (Zurich) GmbH Switzerland
International Herald Tribune Ltd. (U.K.) UK
International Herald Tribune U.S. Inc. New York
RCS IHT S.R.L. (50%) Italy
The Herald Tribune - Ha’aretz Partnership (50%) Israel
London Bureau Limited United Kingdom
Madison Paper Industries (partnership) (40%) Maine
Media Consortium, LLC (25%) Delaware
New York Times Digital, LLC Delaware
Northern SC Paper Corporation (80%) Delaware
NYT Administradora de Bens e Servicos Ltda. Brazil
NYT Group Services, LLC Delaware
NYT Press Services, LLC Delaware
NYT Real Estate Company LLC New York
The New York Times Building, LLC (58%) New York
Rome Bureau S.r.l. Italy
New England Sports Ventures, LLC (16.7%) Delaware
NYT Capital, Inc. Delaware
City & Suburban Delivery Systems, Inc Delaware
Donohue Malbaie Inc. (49%) Canada
Globe Newspaper Company, Inc Massachusetts
Boston Globe Electronic Publishing LLC Delaware
Boston Globe Marketing, LLC Delaware
Community Newsdealers, LLC Delaware
Community Newsdealers Holdings, Inc. Delaware
GlobeDirect, LLC Delaware
Metro Boston LLC (49%) Delaware
New England Direct, LLC (50%) Delaware
Retail Sales, LLC Delaware
P.121
Jurisdiction of
Incorporation
Name of Subsidiary or Organization
Hendersonville Newspaper Corporation North Carolina
Hendersonville Newspaper Holdings, Inc. Delaware
Lakeland Ledger Publishing Corporation Florida
Lakeland Ledger Holdings, Inc. Delaware
Midtown Insurance Company New York
NYT Holdings, Inc. Alabama
NYT Broadcast Holdings, LLC
(2)
Delaware
KAUT-TV, LLC
(2)
Delaware
New York Times Management Services Massachusetts
NYT Management Services, Inc. Delaware
NYT Shared Service Center, Inc. Delaware
International Media Concepts, Inc. Delaware
The Dispatch Publishing Company, Inc. North Carolina
The Dispatch Publishing Holdings, Inc. Delaware
The Houma Courier Newspaper Corporation Delaware
The Houma Courier Newspaper Holdings, Inc Delaware
The New York Times Distribution Corporation Delaware
NYT Canada ULC Canada
The New York Times Radio Company Delaware
The New York Times Sales Company Massachusetts
The New York Times Syndication Sales Corporation Delaware
The Spartanburg Herald-Journal, Inc. Delaware
Times Leasing, Inc. Delaware
Times On-Line Services, Inc. New Jersey
Worcester Telegram & Gazette Corporation Massachusetts
Worcester Telegram & Gazette Holdings, Inc. Delaware
(1)
100% owned unless otherwise indicated.
(2)
On January 3, 2007, we entered into an agreement to sell our Broadcast Media Group.
P.122
EXHIBIT 23
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in Registration Statement No. 333-43369, No. 333-43371,
No. 333-37331, No. 333-09447, No. 33-31538, No. 33-43210, No. 33-43211, No. 33-50465, No. 33-50467,
No.33-56219, No. 333-49722, No. 333-70280, No. 333-102041 and No. 333-114767 on Form S-8, Registration
Statement No. 333-97199 on Form S-3 and Amendment No. 1 to Registration Statement No. 333-123012 on
Form S-3 of our report on the consolidated financial statements and financial statement schedule of The New
York Times Company dated March 1, 2007, which expresses an unqualified opinion and includes (1) an
explanatory paragraph relating to the Company’s adoption of Statement of Financial Accounting Standards
No. 123(R), “Share-Based Payment,” as revised, effective December 27, 2004, the Company’s adoption of FASB
Interpretation No. 47, “Accounting for Conditional Asset Retirement Obligations – an interpretation of FASB
Statement No. 143,” effective December 25, 2005, and the Company’s adoption of Statement of Financial
Accounting Standards No. 158, “Employers’ Accounting for Defined Benefit Pension and Other
Postretirement Plans,” relating to the recognition and related disclosure provisions, effective December 31,
2006 and (2) an explanatory paragraph relating to the Company’s restatement of its consolidated financial
statements as discussed in Note 2, and of our report on internal control over financial reporting dated March 1,
2007, (which report expresses an adverse opinion on the effectiveness of the Company’s internal control over
financial reporting because of a material weakness) appearing in this Annual Report on Form 10-K of The
New York Times Company for the year ended December 31, 2006.
/s/ Deloitte & Touche LLP
New York, New York
March 1, 2007
P.123
EXHIBIT 31.1
Rule 13a-14(a)/15d-14(a) Certification
I, Janet L. Robinson, certify that:
1. I have reviewed this Annual Report on Form 10-K of The New York Times Company;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state
a material fact necessary to make the statements made, in light of the circumstances under which such state-
ments were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report,
fairly present in all material respects the financial condition, results of operations and cash flows of the reg-
istrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to
be designed under our supervision, to ensure that material information relating to the registrant, includ-
ing its consolidated subsidiaries, is made known to us by others within those entities, particularly during
the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this
report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that
occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case
of an annual report) that has materially affected, or is reasonably likely to materially affect, the regis-
trant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of inter-
nal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s
board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a signifi-
cant role in the registrant’s internal control over financial reporting.
Date: March 1, 2007
/s/ JANET L. ROBINSON
Janet L. Robinson
Chief Executive Officer
P.124
EXHIBIT 31.2
Rule 13a-14(a)/15d-14(a) Certification
I, James M. Follo, certify that:
1. I have reviewed this Annual Report on Form 10-K of The New York Times Company;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state
a material fact necessary to make the statements made, in light of the circumstances under which such state-
ments were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report,
fairly present in all material respects the financial condition, results of operations and cash flows of the reg-
istrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to
be designed under our supervision, to ensure that material information relating to the registrant, includ-
ing its consolidated subsidiaries, is made known to us by others within those entities, particularly during
the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this
report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that
occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case
of an annual report) that has materially affected, or is reasonably likely to materially affect, the regis-
trant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of inter-
nal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s
board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a signifi-
cant role in the registrant’s internal control over financial reporting.
Date: March 1, 2007
/s/ JAMES M. FOLLO
James M. Follo
Chief Financial Officer
P.125
P.126
EXHIBIT 32.1
Certification pursuant to 18 U.S.C. Section 1350, as added by Section 906 of the Sarbanes-Oxley Act
of 2002
In connection with the Annual Report on Form 10-K of The New York Times Company (the “Company”) for
the fiscal year ended December 31, 2006, as filed with the Securities and Exchange Commission on the date
hereof (the “Report”), I, Janet L. Robinson, Chief Executive Officer of the Company, certify, pursuant to 18
U.S.C. § 1350, as added by § 906 of the Sarbanes-Oxley Act of 2002, that, based on my knowledge:
1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of
1934; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition
and results of operations of the Company.
March 1, 2007
/s/ JANET L. ROBINSON
Janet L. Robinson
Chief Executive Officer
P.127
EXHIBIT 32.2
Certification pursuant to 18 U.S.C. Section 1350, as added by Section 906 of the Sarbanes-Oxley Act
of 2002
In connection with the Annual Report on Form 10-K of The New York Times Company (the “Company”) for
the fiscal year ended December 31, 2006, as filed with the Securities and Exchange Commission on the date
hereof (the “Report”), I, James M. Follo, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C.
§ 1350, as added by § 906 of the Sarbanes-Oxley Act of 2002, that, based on my knowledge:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of
1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition
and results of operations of the Company.
March 1, 2007
/s/ JAMES M. FOLLO
James M. Follo
Chief Financial Officer
OFFICERS, EXECUTIVES
AND BOARD OF
DIRECTORS
Officers and Executives
Arthur Sulzberger, Jr.*
Chairman
The New York Times
Company
Publisher
The New York Times
Janet L. Robinson*
President & Chief
Executive Officer
Michael Golden*
Vice Chairman
The New York Times
Company
Publisher
International Herald
Tribune
James M. Follo*
Senior Vice President &
Chief Financial Officer
James C. Lessersohn
Senior Vice President
Corporate Development
Martin A. Nisenholtz*
Senior Vice President
Digital Operations
David K. Norton*
Senior Vice President
Human Resources
Stuart P. Stoller
Senior Vice President
Process Engineering
P. Steven Ainsley*
Publisher
The Boston Globe
Robert H. Eoff
President
Broadcast Media Group
Scott H. Heekin-Canedy*
President &
General Manager
The New York Times
Mary Jacobus*
President & Chief
Operating Officer
Regional Media Group
Hussain Ali-Khan
Vice President
Real Estate Development
George A. Barrios
Vice President &
Treasurer
R. Anthony Benten
Vice President &
Corporate Controller
Rhonda L. Brauer
Secretary & Corporate
Governance Officer
Philip A. Ciuffo
Vice President
Internal Audit
Desiree Dancy
Vice President
Diversity & Inclusion
Susan J. DeLuca
Vice President
Organization Capability
Jennifer C. Dolan
Vice President
Forest Products
Robert Kraft
Vice President
Enterprise Services
Ann S. Kraus
Vice President
Compensation & Benefits
Catherine J. Mathis
Vice President
Corporate
Communications
Kenneth A. Richieri*
Vice President &
General Counsel
David A. Thurm
Vice President &
Chief Information Officer
The New York Times
Company
Senior Vice President &
Chief Information Officer
The New York Times
Michael Zimbalist
Vice President
Research & Development
Operations
Laurena L. Emhoff
Assistant Treasurer
Board of Directors
Brenda C. Barnes
Chairman &
Chief Executive Officer
Sara Lee Corporation
Raul E. Cesan
Founder & Managing
Partner
Commercial Worldwide
LLC
Lynn G. Dolnick
Director of various
non-profit corporations
Michael Golden
Vice Chairman
The New York Times
Company
Publisher
International Herald
Tribune
William E. Kennard
Managing Director
The Carlyle Group
James M. Kilts
Founding Partner
Centerview Partners
David E. Liddle
Partner
U.S. Venture Partners
Ellen R. Marram
President
The Barnegat Group, LLC
Thomas Middelhoff
Chief Executive Officer
KarstadtQuelle AG
Janet L. Robinson
President & Chief
Executive Officer
The New York Times
Company
Arthur Sulzberger, Jr.
Chairman
The New York Times
Company
Publisher
The New York Times
Cathy J. Sulzberger
Partner, LHIW Real Estate
Development Partnership
Doreen A. Toben
Executive Vice President
& Chief Financial Officer
Verizon Communications,
Inc.
COMPANY LISTINGS
The New York Times
Media Group
The New York Times
229 West 43rd St.
New York, NY 10036
(212) 556-1234
Arthur Sulzberger, Jr.
Publisher
Scott H. Heekin-Canedy
President &
General Manager
Bill Keller
Executive Editor
Andrew M. Rosenthal
Editor, Editorial Page
NYTimes.com
500 Seventh Ave.
8th Floor
New York, NY 10018
(646) 698-8000
Vivian Schiller
Senior Vice President &
General Manager
International Herald
Tribune
6 bis rue des Graviers
92521 Neuilly-sur-Seine
France
(33-1) 41 43 93 00
Michael Golden
Publisher
Michael Oreskes
Executive Editor
Serge Schmemann
Editor, Editorial Page
WQXR-FM
122 Fifth Ave.
Third Floor
New York, NY 10011
(212) 633-7600
Thomas J. Bartunek
President & General
Manager
New England Media
Group
The Boston Globe
135 Morrissey Blvd.
Boston, MA 02125
(617) 929-2000
P. Steven Ainsley
Publisher
Martin Baron
Editor
Renée Loth
Editor, Editorial Page
Boston.com
320 Congress St.
Boston, MA 02210
(617) 929-7900
David Beard
Editor
Worcester Telegram &
Gazette
20 Franklin St.
Worcester, MA 01615-0012
(508) 793-9100
Bruce Gaultney
Publisher
Harry T. Whitin
Editor
* Executive Committee
In January 2007, the Company entered into an agreement to sell its Broadcast Media Group.
2006 ANNUAL REPORT – Corporate Information
Regional Media Group
NYT Management
Services
2202 North West
Shore Blvd.
Suite 370
Tampa, FL 33607
(813) 864-6000
Mary Jacobus
President & Chief
Operating Officer
Regional Newspapers
(alphabetized by city)
TimesDaily
219 W. Tennessee St.
Florence, AL 35630
(256) 766-3434
Steve Schmidt
Publisher
T. Wayne Mitchell
Executive Editor
The Gadsden Times
401 Locust St.
Gadsden, AL 35901
(256) 549-2000
Roger Quinn
Publisher
Ron Reaves
Executive Editor
The Gainesville Sun
2700 S.W. 13th St.
Gainesville, FL 32608
(352) 378-1411
James Doughton
Publisher
James Osteen
Executive Editor
Times-News
1717 Four Seasons Blvd.
Hendersonville, NC 28792
(828) 692-0505
Ruth Birge
Publisher
William L. Moss
Executive Editor
The Courier
3030 Barrow St.
Houma, LA 70360
(985) 850-1100
H. Miles Forrest
Publisher
Keith Magill
Executive Editor
The Ledger
300 W. Lime St.
Lakeland, FL 33815
(863) 802-7000
John Fitzwater
Publisher
Louis M. (Skip) Perez
Executive Editor
The Dispatch
30 E. First Ave.
Lexington, NC 27292
(336) 249-3981
Ned Cowan
Publisher
Chad Killebrew
Executive Editor
Star-Banner
2121 S.W. 19th Ave. Rd.
Ocala, FL 34474
(352) 867-4010
Allen Parsons
Publisher
Robyn Tomlin
Executive Editor
Petaluma Argus-Courier
1304 Southpoint Blvd.
Suite 101
Petaluma, CA 94954
(707) 762-4541
John B. Burns
Publisher & Executive
Editor
North Bay Business
Journal
5464 Skylane Blvd.
Suite B
Santa Rosa, CA 95403
(707) 579-2900
Brad Bollinger
Executive Editor &
Associate Publisher
The Press Democrat
427 Mendocino Ave.
Santa Rosa, CA 95401
(707) 546-2020
Bruce Kyse
Publisher
Catherine Barnett
Executive Editor
Sarasota Herald-Tribune
1741 Main St.
Sarasota, FL 34236
(941) 953-7755
Diane McFarlin
Publisher
Michael Connelly
Executive Editor
Herald-Journal
189 W. Main St.
Spartanburg, SC 29306
(864) 582-4511
David O. Roberts
Publisher
Carl Beck
Executive Editor
Daily Comet
705 W. Fifth St.
Thibodaux, LA 70301
(985) 448-7600
H. Miles Forrest
Publisher
Keith Magill
Executive Editor
The Tuscaloosa News
315 28th Ave.
Tuscaloosa, AL 35401
(205) 345-0505
Timothy M. Thompson
Publisher
Doug Ray
Executive Editor
Star-News
1003 S. 17th St.
Wilmington, NC 28401
(910) 343-2000
Robert J. Gruber
Publisher
Tim Griggs
Executive Editor
Broadcast Media
Group
803 Channel 3 Dr.
Memphis, TN 38103
(901) 543-2333
About, Inc.
About.com
249 West 17th St.
New York, NY 10011
(212) 204-4000
Scott B. Meyer
President & Chief
Executive Officer
Joint Ventures
Donohue Malbaie Inc.
Abitibi-Consolidated,
Inc.
1155 Metcalfe St.
Suite 800
Montreal, Quebec
H3B 5H2 Canada
(514) 875-2160
Madison Paper
Industries
P.O. Box 129
Main St.
Madison, ME 04950
(207) 696-3307
Metro Boston LLC
320 Congress St.
Fifth Floor
Boston, MA 02210
(617) 210-7905
New England
Sports Ventures, LLC
Fenway Park
4 Yawkey Way
Boston, MA 02215
(617) 226-6709
Corporate
NYT Shared Services
Center
101 West Main St.
Suite 2000
World Trade Center
Norfolk, VA 23510
(757) 628-2000
Charlotte Herndon
President
Corporate Information – THE NEW YORK TIMES COMPANY
Shareholder Information Online
www.nytco.com
Visit our Web site for information about the Company, including our
Code of Ethics for our chairman, CEO, vice chairman and senior finan-
cial officers and our Business Ethics Policy; a print copy is available
upon request.
Office of the Secretary
(212) 556-7127
Corporate Communications & Investor Relations
Catherine J. Mathis, Vice President
Corporate Communications
(212) 556-4317
Stock Listing
The Company’s Class A Common Stock is listed on the New York
Stock Exchange.
Ticker symbol: NYT
Registrar, Stock Transfer and Dividend Disbursing Agent
If you are a registered shareholder and have a question about your
account, or would like to report a change in your name or address,
please contact:
Mellon Investor Services LLC
P.O. Box 3315
South Hackensack, NJ 07606-1915
www.melloninvestor.com/isd
Domestic: (800) 240-0345; TDD Line: (800) 231-5469
Foreign: (201) 680-6578; TDD Line: (201) 680-6610
Automatic Dividend Reinvestment Plan
The Company offers shareholders a plan for automatic reinvestment of
dividends in its Class A Common Stock for additional shares. For infor-
mation, current shareholders should contact Mellon Investor Services.
Career Opportunities
Employment applicants should apply online at www.nytco.com/careers.
The Company is committed to a policy of providing equal employ-
ment opportunities without regard to race, color, religion, national
origin, gender, age, marital status, sexual orientation or disability.
Annual Meeting
Tuesday, April 24, 2007, at 9 a.m.
New Amsterdam Theatre
214 West 42nd Street
New York, NY 10036
Auditors
Deloitte & Touche LLP
Two World Financial Center
New York, NY 10281
Certifications
The certifications by our CEO and CFO pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 are filed as exhibits to our most recently
filed Form 10-K. We have also filed with the New York Stock Exchange
the CEO certification required by the NYSE Listed Company Manual
Section 303A.12.
The New York Times Company Foundation, Inc.
Jack Rosenthal, President
229 West 43rd St.
New York, NY 10036
(212) 556-1091
In 2006, the Company’s Foundation began a School Arts Support
Initiative, a two-year pilot program to enable underserved middle
schools to incorporate the arts into their curriculum. The Foundation
continued to support the Immigrant Family Literacy Alliance, a far-
reaching public-private alliance that it organized in 2005 to help immi-
grant families. The Foundation’s initial grant of $50,000 has grown to
more than $3 million a year in public and private funds for new
English-teaching programs.
The Foundation’s ongoing programs included $4.34 million in grants for
education, service, culture, the environment and journalism. Included in
this total are the grants made in the name of The Boston Globe.
The year’s six Times Institutes – immersion courses for journalists
from around the country – included a new subject, The Status of Boys:
Crisis or Not?
Since it began in 1999, The Times College Scholarship Program,
headed by Soma Golden Behr and funded by the Foundation and pub-
lic donations, has awarded $30,000 four-year scholarships to 160 out-
standing New York City students who have overcome major adversity.
The Foundation also administers the Company’s Matching Gift
Program and The New York Times Neediest Cases Fund, which raised
more than $7.6 million in its 2006-2007 campaign. In 2006, The
Neediest Cases Fund extended its summer jobs program (which is
funded out of its endowment) to become a year-round program. This
program trains and supports 1,000 low-income youth to work with
younger kids in camps and childcare programs.
The Foundation’s annual report is available at www.nytco.com/foun-
dation or by mail on request.
The Boston Globe Foundation
Alfred S. Larkin, Jr., President
P.O. Box 55819
Boston, MA 02205-5819
(617) 929-2895
In 2006, The Boston Globe Foundation made grants totaling $1.2 mil-
lion. The Foundation’s priority funding areas include readers and writ-
ers; arts and culture; civic engagement and community building, and
support for organizations in its immediate neighborhood of Dorchester.
Globe Santa, a holiday toy distribution program administered by the
Foundation, raised $1.1 million in donations from the public, and
delivered more than 54,000 toys to children in 2006.
More information on The Boston Globe Foundation can be found at
the Globe’s Web site at www.bostonglobe.com/foundation.
Design
Addison NYC
addison.com
Printing
CGI North America
Copyright 2007
The New York Times Company
All rights reserved
2006 ANNUAL REPORT – Corporate Information
SHAREHOLDER INFORMATION
FEBRUARY
Debut of PLAY, The New York Times Sports Magazine.
A
PRIL
The New York Times receives three Pulitzer Prizes.
*
NYTimes.com
launches major redesign.
*
The New York Times and Microsoft
Corp. unveil Times Reader, a prototype of a new PC-based software
application for news distribution.
MAY
The Boston Globe and Boston.com launch Boston.com Mobile.
JULY
The New York Times announces consolidation of its New York
metro-area printing plants and plans to reduce the newspapers size.
AUGUST
Th
e Company acquires Baseline StudioSystems, the primary BtoB
supplier of proprietary entertainment information to the film and
TV industries.
SEPTEMBER
Th
e Company announces plans to sell its Broadcast Media Group.
*
Debut of KEY, The New York Times Real Estate Magazine, and two
enhancements to NYTimes.com: “Great Homes” and “Home
Finance Center.”
*
The New York Times launches
mobile.nytimes.com.
OCTOBER
The Boston Globe introduces Design New England: The Magazine
of Splendid Homes and Gardens.
*
The Company completes the
sale of its 50% interest in the Discovery Times Channel.
DECEMBER
The New York Times Magazine is the number one publication in
advertising pages for 2006, according to the Publishers Information
Bureau.
*
The New York Times Company is the 9th most-visited
parent company on the Web in the United States, according to
Nielsen//NetRatings.
2006 Milestones