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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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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, 1994 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 43D 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:
NAME OF EACH EXCHANGE ON
TITLE OF EACH CLASS WHICH REGISTERED
Class A Common Stock of $.10 par value American Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
Not Applicable
(TITLE OF CLASS)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months and (2) has been subject to such filing
requirements for the past 90 days. Yes. X. No. ....
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. ( )
The aggregate market value of Class A Common Stock held by non-affiliates as
of February 27, 1995, was approximately $1.46 billion. As of such date,
non-affiliates held 54,094 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 27, 1995, was as follows: 97,454,012 shares of Class A
Common Stock and 430,178 shares of Class B Common Stock.
DOCUMENT INCORPORATED BY REFERENCE PART
Proxy Statement for the 1995 Annual Meeting of Stockholders ........... III
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<PAGE>
INDEX TO THE NEW YORK TIMES COMPANY
1994 FORM 10-K
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PART I
ITEM NO. PAGE
1. Business......................................................... 1
Introduction.................................................. 1
Summary of Segment Information.............................. 1
Newspapers.................................................... 2
The New York Times.......................................... 2
Circulation............................................... 2
Advertising............................................... 2
Production................................................ 3
The Boston Globe............................................ 4
Circulation............................................... 4
Advertising............................................... 5
Production................................................ 5
Regional Newspapers......................................... 6
International Herald Tribune................................ 6
Magazines..................................................... 7
Broadcasting/Information Services............................. 7
Broadcasting................................................ 7
Information Services........................................ 8
Forest Products Companies..................................... 8
Competition................................................... 9
Employees..................................................... 10
2. Properties....................................................... 10
3. Legal Proceedings................................................ 11
4. Submission of Matters to a Vote of Security Holders.............. 11
Executive Officers of the Registrant.......................... 11
PART II
5. Market for the Registrant's Common Equity and Related Stockholder
Matters........................................................ 13
6. Selected Financial Data.......................................... 13
7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.......................................... 13
8. Financial Statements and Supplementary Data...................... 13
9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure........................................... 13
PART III
10. Directors and Executive Officers of the Registrant.............. 13
11. Executive Compensation.......................................... 13
12. Security Ownership of Certain Beneficial Owners and Management.. 13
13. Certain Relationships and Related Transactions.................. 13
PART IV
14. Exhibits, Financial Statement Schedules and Reports on Form
8-K........................................................... 14
<PAGE>
PART I
ITEM 1. BUSINESS.
INTRODUCTION
The New York Times Company (the "Company") was incorporated on August 26,
1896, under the laws of the State of New York. The Company is engaged in
diversified activities in the communications field. The Company also has
substantial equity interests in a Canadian newsprint company and a Maine
supercalendered paper manufacturing partnership.
The Company currently classifies its businesses into the following segments:
Newspapers: The New York Times ("The Times"); The Boston Globe, a daily
newspaper, and the Boston Sunday Globe (both editions, "The Globe"); 23
other daily and five non-daily newspapers in Alabama, California, Florida,
Kentucky, Louisiana, Maine, Mississippi, North Carolina, South Carolina and
Tennessee ("Regional Newspapers"); newspaper wholesalers in the New York
City and Boston metropolitan areas; and a one-half interest in the
International Herald Tribune.
Magazines: Golf Digest, Golf World, Golf Shop Operations, Tennis, Tennis
Buyer's Guide, Cruising World, Sailing World, Sailing Business, Snow Country
and Snow Country Business.
Broadcasting/Information Services: television stations WREG-TV in
Memphis, Tennessee, WNEP-TV in Wilkes-Barre/Scranton, Pennsylvania, WHNT-TV
in Huntsville, Alabama, WQAD-TV in Moline, Illinois, and KFSM-TV in Fort
Smith, Arkansas; radio stations WQXR (FM) and WQEW (AM) in New York City;
NYT Video Productions; news, photo and graphics services and news and
features syndication; TimesFax; The New York Times Index; and licensing of
electronic data bases and microform, CD-ROM products and the trademarks and
copyrights of The Times.
SUMMARY OF SEGMENT INFORMATION
In 1994 the Company's consolidated revenues increased to $2,357,563,000 from
$2,019,654,000 in 1993, due principally to the inclusion of the revenues of The
Globe for all of 1994, higher advertising and circulation revenues in the
Newspaper Group and increased local and national television advertising revenues
in the Broadcasting/Information Services Group offset, in part, by decreased
revenues resulting from the sales of the Company's Women's Magazines Division
and its U.K. golf publications. The Company's net income in 1994 was
$213,349,000, or $2.05 per share, compared with $6,123,000, or $.07 per share,
in 1993. The 1994 net income includes net pre-tax gains of approximately
$200,873,000, or $.99 per share, resulting from the sales of the Company's
Women's Magazines Division and its U.K. golf publications and the divestiture of
the Company's minority interest in a Canadian newsprint mill. A summary of
segment information for the three years ended December 31, 1994, is set forth on
pages F-2 and F-3 of this Form 10-K. Also see "Management's Discussion and
Analysis" on pages F-4 through F-8 of this Form 10-K.
The Company's largest source of revenues is advertising, which influences
the pattern of the Company's quarterly consolidated revenues and is seasonal in
nature. Traditionally, second-quarter and fourth-quarter advertising volume is
higher than that which occurs in the first quarter. Advertising volume tends to
be lower in the third quarter primarily because of the summer slow-down in many
areas of economic activity. In addition, quarterly trends are affected by the
overall economy and economic conditions that may exist in specific markets
served by the Company's business segments.
<PAGE>
NEWSPAPERS
The Newspaper Group had revenues of $1,968,252,000 in 1994, compared with
$1,537,934,000 in 1993, and an operating profit of $196,067,000 in 1994,
compared with $114,332,000 (this amount includes certain special items for 1993
which are discussed in more detail in "Management's Discussion and Analysis" on
page F-4 of this Form 10-K). Improvements in operating profit were mainly due to
the inclusion of the results of The Globe for an entire year and higher
advertising and circulation revenues.
THE NEW YORK TIMES
CIRCULATION
The Times, a standard-size weekday and Sunday newspaper which commenced
publication in 1851, is circulated in each of the 50 states, the District of
Columbia and worldwide. Approximately 64% of the weekday (Monday through Friday)
circulation is sold in the 31 counties that make up the greater New York City
area which includes New York City, Westchester and parts of upstate New York,
Connecticut and New Jersey; 36% is sold elsewhere. On Sundays, approximately 63%
of the circulation is sold in the greater New York City area and 37% elsewhere.
According to reports of the Audit Bureau of Circulations ("ABC"), an independent
agency that audits the circulation of most U.S. newspapers and magazines on an
annual basis, for the semi-annual period ended September 30, 1994, of all
seven-day United States newspapers, The Times's daily and Sunday circulations
were the largest.
The Times's average weekday and Sunday circulations for the five 12-month
periods ended September 30, 1994, as audited by ABC (except as indicated), are
shown in the table below.
Weekday Sunday
(Thousands of copies)
1990................................................ 1,128.3 1,695.9
1991................................................ 1,160.0 1,730.0
1992................................................ 1,175.9 1,757.0
1993................................................ 1,183.1 1,783.9
1994 (unaudited).................................... 1,149.7 1,746.7
During the year ended December 31, 1994, the average weekday circulation of
The Times decreased by approximately 36,200 copies to 1,142,800 copies and the
average Sunday circulation of The Times decreased by approximately 37,300 copies
to 1,743,900 copies. Approximately 52% of the weekday circulation and 42% of the
larger Sunday circulation were sold through home and office delivery; the
remainder were sold primarily on newsstands.
The weekly rate charged to subscribers for home-delivered copies of The
Times in the New York City metropolitan area is $6.10. The suggested newsstand
price of The Times within the New York City metropolitan area is $.60 on
weekdays and $2.00 on Sunday. The suggested newsstand price in the New
England-Middle Atlantic states outside the New York City metropolitan area is
$1.00 on weekdays and $2.50 on Sundays. The suggested newsstand price of the
National Edition, distributed throughout the rest of the country, is $1.00 on
weekdays and $4.00 on Sundays.
ADVERTISING
The Times published 3,733,600 inches of advertising in 1994, compared with
3,608,900 inches in 1993. Both figures include part-run volume, which totaled
925,600 inches in 1994, compared with 854,600 inches in 1993.
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Total volume in The Times for the five years ended December 31, 1994, as
measured by The Times, is shown in the table below. The "National" heading in
the table below includes such categories as entertainment, financial, magazine
and general advertising.
Full Run
------------------------------- Preprint
Retail National Classified Zoned Total* Copies
Inches Inches Inches Inches Inches Distributed
------ -------- ---------- ------ ------- -----------
(Inches and Preprints in Thousands)
1990 805.6 1,273.8 1,490.2 906.2 4,475.8 235,794
1991 732.1 1,117.9 1,061.6 760.9 3,672.5 279,273
1992 700.7 1,106.3 970.6 819.8 3,597.4 269,007
1993 701.2 1,142.5 910.6 854.6 3,608.9 294,906
1994 693.3 1,166.6 948.1 925.6 3,733.6 294,985
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* All totals exclude preprint inches.
The table includes volume for The New York Times Magazine, which published 2,781
pages of advertising in 1994, compared with 2,857 pages in 1993.
Advertising rates for The Times increased an average of 5% in January 1994
and in January 1995.
PRODUCTION
Generally, The Times is produced at its New York City production facility
and at its newly-operational production and distribution facility in Edison, New
Jersey.
The Times is fully photocomposed, and all news is processed through
electronic editing terminals and photocomposition equipment. Page images are
reproduced on lightweight printing plates through the use of negatives that are
produced by laser-scanned paste-ups. The page images are transmitted by direct
wire to the platemaking room in the Manhattan facility and by a combination of
microwave and satellite transmission from the composing room in the Manhattan
facility to the platemaking room in Edison and each of the eight National
Edition printing sites around the country.
The Times initiated a pagination program in the first quarter of 1994, which
enables editors to electronically design a newspaper page, including news text,
graphics and ads, thereby avoiding all or part of the manual paste-up of the
page before it is converted into a printing plate. By the end of 1994, three
Sunday sections and a small number of daily pages were paginated. The Times's
goal is to paginate the entire newspaper by the end of 1996.
The Edison facility prints all the advance sections of the Sunday newspaper
(except The New York Times Magazine and the Television section) and
approximately one-third of the weekday New York edition. The Edison facility
houses six 10-unit Goss Colorliner presses as well as modern, automated
packaging and distribution equipment. The Times prints four of its advance
Sunday sections at Edison in color.
The National Edition of The Times is distributed from eight printing sites:
in the Midwest from printing sites in Chicago, Illinois, and Warren, Ohio; in
the West from printing sites in Torrance and Walnut Creek, California, and
Tacoma, Washington; in the Southwest from a printing site in Austin, Texas; and
in the Southeast from printing sites in Atlanta, Georgia, and Ft. Lauderdale,
Florida. Satellite transmission of page images to the National Edition printing
sites permits early-morning delivery to homes and newsstands in many major
markets.
In June 1992 the Company acquired two wholesale newspaper distribution
businesses that distribute The Times and other newspapers and periodicals in New
York City and central and northern New Jersey. (See Note 2 of Notes to
Consolidated Financial Statements.) These wholesalers operate under the name of
City & Suburban Delivery Systems. Approximately 46% of The Times's daily
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circulation and 40% of its Sunday circulation in the New York City metropolitan
area are delivered to retail outlets and home delivery depots through these
wholesale operations.
The Times has agreements with two commercial printing companies to print The
New York Times Magazine and its Television section.
In 1994 The Times used approximately 295,200 metric tons of newsprint, which
was purchased primarily under long-term contracts from both related (see "Forest
Products Companies") and unrelated suppliers. The New York Times Magazine used
approximately 21,000 metric tons of supercalendered paper, an intermediate grade
of magazine quality paper, in 1994. This supercalendered paper was purchased
under long-term contracts from both related (see "Forest Products Companies")
and unrelated suppliers. The Times and The New York Times Magazine are not
dependent on any one supplier.
THE BOSTON GLOBE
The Company acquired The Globe on October 1, 1993, pursuant to a merger of a
wholly owned subsidiary of the Company into Affiliated Publications, Inc.
("API"). The Globe is owned and published by an API subsidiary, Globe Newspaper
Company (as used herein, "The Globe" may also be used to refer to Globe
Newspaper Company).
CIRCULATION
The Globe is distributed throughout New England, although its circulation is
concentrated in the Boston metropolitan area. According to ABC reports, as of
September 25, 1994, the daily circulation of The Globe was the 13th largest of
any daily newspaper, and circulation of the Sunday edition was the 8th largest
of any Sunday newspaper published in the United States; and its daily and Sunday
circulation was the largest of all newspapers published in either Boston or New
England.
During the year ended December 31, 1994, the average weekday circulation of
The Globe was approximately equal to 1993 with 504,500 copies and the average
Sunday circulation decreased by 9,700 copies to 804,800 copies.
Approximately 69% of The Globe's total daily circulation and 55% of The
Globe's total Sunday circulation were sold through home or office delivery; the
remainder were sold primarily on newsstands. Virtually all of The Globe's
home-delivered circulation is delivered through The Globe's distribution
subsidiary, Community Newsdealers Inc.
Within the 30-mile radius of Boston, the newsstand price of the daily
edition of The Globe during 1994 was $.35. The newsstand price for copies sold
more than 30 miles from Boston was $.50. The newsstand price of the Sunday
edition of The Globe was increased from $1.50 to $1.75, effective April 3, 1994,
for copies sold more than 30 miles from Boston, and effective October 2, 1994,
within that radius. The seven-day home delivery price for the newspaper was
$4.00 throughout 1994 within the 30-mile radius, but was increased to $4.50,
effective September 26, 1994, beyond that area.
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The following table shows the average weekday and Sunday paid circulation of
The Globe for the editions and the periods indicated, as audited by ABC (except
as indicated).
Period Weekday Sunday
- ----------------------------------------------- --------- -------
52 Weeks ended March 27, 1994.................. 504,069 814,664
26 Weeks ended September 26, 1994 (unaudited).. 506,545 811,100
ADVERTISING
The Globe's total advertising volume by category of advertising for the two
years ended December 31, 1994, for all editions, as measured by The Globe, is
set forth below:
Full Run
------------------------------ Preprint
Retail National Classified Zoned Total* Copies
Inches Inches Inches Inches Inches Distributed
------ -------- ---------- ------- ------- -----------
(Inches and Preprints in Thousands)
1993 816.9 547.9 1,121.3 252.4 2,738.5 640,241
1994 830.7 562.4 1,217.5 273.6 2,884.2 702,757
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* All totals exclude preprint inches.
Advertising rates in each category of advertising, except for classified
real estate, were adjusted in 1994. The latest increase in retail advertising
rates occurred on January 1, 1995. Increases in national and classified
advertising rates occurred effective July 1, 1994, and August 1, 1994,
respectively. These increases ranged from 3.5% to 4.8%.
PRODUCTION
All editions of The Globe are printed and prepared for delivery at its main
Boston plant or its Billerica, Massachusetts, satellite plant. Both of the
plants use Goss Metroliner offset presses. The Boston plant has a comprehensive
computerized information system utilizing terminals for entering news and
advertising copy into its phototext setting equipment. The data for printing The
Globe at the Billerica plant are delivered by dedicated telephone lines. The
Globe also owns a Sunday pre-print storage, inserting and packaging plant in
Westwood, Massachusetts.
The Globe's pagination project, which started in 1989, continued according
to plan as full-page output doubled in 1994 to approximately 700 pages per week,
or almost 50% of The Globe's pages produced weekly. The pagination process
outputs all page elements, including text, graphics, images and advertising
(both classified agate as well as display), thus eliminating the need for manual
paste-up of the pages. The Globe plans to paginate most of the remaining
portions of the newspaper by early 1996.
In 1994 The Globe used approximately 136,600 metric tons of newsprint. The
major portion was purchased under long-term contracts with related (see "Forest
Product Companies") and unrelated suppliers; The Globe is not dependent on any
one supplier.
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REGIONAL NEWSPAPERS
The Company currently owns 23 daily and five non-daily smaller-city
newspapers.
Daily Newspapers
----------------
Sarasota Herald-Tribune The Courier (Houma, La.)
(Fla.) Daily Commercial
The Press Democrat (Santa (Leesburg, Fla.)
Rosa, Cal.) Times-News
The Ledger (Lakeland, Fla.) (Hendersonville, N.C.)
The Gainesville Sun (Fla.) Daily World (Opelousas, La.)
Santa Barbara The Dispatch (Lexington, N.C.)
News-Press (Cal.) Lenoir News-Topic (N.C.)
Spartanburg Daily Comet (Thibodaux, La.)
Herald-Journal (S.C.) Palatka Daily News (Fla.)
Wilmington Morning Star The Messenger
(N.C.) (Madisonville, Ky.)
Ocala Star-Banner (Fla.) The Daily Corinthian
Times Daily (Corinth, Miss.)
(Florence, Ala.) Lake City Reporter (Fla.)
The Tuscaloosa News (Ala.) State Gazette (Dyersburg,
The Gadsden Times (Ala.) Tenn.)
Non-Daily Newspapers
--------------------
York County Coast Star
(Kennebunk, Me.)
The News-Sun (Sebring/
Avon Park, Fla.)
Marco Island Eagle
(Fla.)
News-Leader
(Fernandina Beach, Fla.)
The Banner-Independent
(Booneville, Miss.)
The regional daily newspapers' weekday circulation for the year ended
December 31, 1994 decreased 7,500 copies to 843,500 copies, and Sunday
circulation decreased 2,300 copies to 851,400 copies; the circulation of the
non-dailies decreased 19,600 copies to 53,100 copies. The decrease in
circulation of the non-dailies was attributable primarily to the sale of two
weekly Georgia newspapers, The Forsyth County News (Cumming) and The Winder News
(Winder). Advertising volume, stated on the basis of six columns per page, was
17,086,800 inches in 1994, compared with 16,378,900 inches in 1993. Preprints
distributed in 1994 were 962,867,000, compared with 930,390,000 in 1993.
All of the Regional Newspapers are produced by photocomposition and offset
printing. In 1994 the Regional Newspapers used approximately 103,600 metric tons
of newsprint, which was purchased under long-term contracts from both related
(see "Forest Products Companies") and unrelated suppliers. The Regional
Newspapers are not dependent on any one supplier.
INTERNATIONAL HERALD TRIBUNE
The Company owns a one-half interest in the International Herald Tribune
S.A., which publishes the International Herald Tribune. The newspaper is edited
in Paris and printed simultaneously in Frankfurt, Hong Kong, London, Marseille,
New York, Paris, Rome, Singapore, The Hague, Tokyo and Zurich. The other
one-half interest is owned by The Washington Post Company.
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MAGAZINES
The Company's Magazine Group had revenues of $280,061,000 in 1994, compared
with $394,463,000 in 1993, and operating profit of $19,204,000 in 1994, compared
with $12,330,000 in 1993. The decrease in revenues is primarily due to the sale
of the Women's Magazines Division in the third quarter of 1994.
On July 26, 1994, the Company sold its Women's Magazines Division to
Gruner+Jahr Printing and Publishing Co. On August 12, 1994, the Company sold
Golf World (U.K.), Golf Illustrated Weekly and Golf Industry News to EMAP plc.
The net after-tax proceeds to the Company from these sales, inclusive of a
four-year $40,000,000 non-competition agreement entered into in connection with
the Women's Magazines sale, were approximately $160,000,000. (See Note 2 of
Notes to Consolidated Financial Statements.)
All of the Company's magazines are printed under long-term contracts with
unrelated printers. In 1994 the magazines used approximately 18,000 metric tons
of coated paper, all of which was purchased from unrelated suppliers under
long-term contracts.
As of December 31, 1994, the Company published the magazines listed in the
chart below:
PUBLICATION
MAGAZINE CYCLE SUBJECT/AUDIENCE RATE BASE
- ----------------- ------------------ -------------------- ---------
Golf Digest...... Monthly Golf 1,450,000
Tennis........... Monthly Tennis 800,000
Snow Country..... 8 issues per year Skiing/mountain 465,000
lifestyle
Cruising World... Monthly Recreational sailors 143,000
Golf World ...... 45 issues per year Golf 140,000
Sailing World.... Monthly Racing sailors 61,000
Golf Shop
Operations..... 10 issues per year Golf trade 16,900
Snow Country
Business....... 6 issues per year Ski trade 12,900
Tennis Buyer's
Guide.......... 6 issues per year Tennis trade 10,200
Sailing Business. 6 issues per year Sailing trade 8,500
PERCENTAGE PERCENTAGE
INCREASE INCREASE
(DECREASE) IN (DECREASE) IN
AVERAGE ADVERTISING
AVERAGE CIRCULATION ADVERTISING PAGES
MAGAZINE CIRCULATION1 OVER 1993 PAGES2 OVER 1993
- ------------------ ------------ ------------- ----------- -------------
Golf Digest....... 1,467,000 (0.5) 1,321 (1.7)
Tennis............ 803,000 (0.1) 823 3.5
Snow Country...... 471,000 8.6 818 22.3
Cruising World.... 148,000 0.1 1,320 12.9
Golf World ....... 143,000 0.8 1,780 9.7
Sailing World..... 70,000 8.5 579 4.3
Golf Shop
Operations...... 17,000 (1.1) 1,450 (1.3)
Snow Country
Business.......... 14,000 (12.7) 343 13.6
Tennis Buyer's
Guide........... 11,000 8.6 263 (19.3)
Sailing Business.. 9,000 5.9 93 0.0
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1 As reported by the publisher to ABC or the Business Publications Association.
2 As reported by the publisher to Publisher's Information Bureau ("PIB"); or,
in the case of trade publications, as calculated by the publisher using the
same methodology as for PIB.
BROADCASTING/INFORMATION SERVICES
The Broadcasting/Information Services Group had revenues of $109,250,000 in
1994, up from $87,257,000 in 1993, and an operating profit of $25,048,000 in
1994, compared with $19,403,000 in 1993. Higher national and local advertising
revenues at the Company's television stations accounted for the improved
results.
BROADCASTING
The Company's television and radio stations are operated under licenses from
the Federal Communications Commission ("FCC") and are subject to FCC
regulations. Each television station's license is for a five-year term. The
licenses for WREG-TV (Memphis, Tenn.), WHNT-TV (Huntsville, Ala.), WQAD-TV
(Moline, Ill.) and KFSM-TV (Fort Smith, Ark.) will expire in 1997. The license
of WNEP-TV (Wilkes-Barre/Scranton, Pa.) will expire in 1999.
All of the television stations have three principal sources of revenue:
local advertising sold to advertisers in the immediate geographic areas of the
stations, national spot advertising and compensation paid by the networks for
carrying commercial network programs. WREG-TV, WHNT-TV and KFSM-TV are
affiliated with the CBS Television Network and WNEP-TV and WQAD-TV are
affiliated with the ABC Television Network.
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WREG-TV, WQAD-TV and KFSM-TV are in the VHF band; WNEP-TV and WHNT-TV are in
the UHF band, as are all other stations in their markets. According to A. C.
Nielsen Company, Memphis is the 42nd largest television market in the United
States, Wilkes-Barre/Scranton is the 47th largest market, Huntsville is the 83rd
largest market, Moline is part of the Quad Cities market, the 88th largest, and
Fort Smith is the 118th largest market.
The Broadcasting/Information Services Group produces high quality commercial
video and television programming through NYT Video Productions.
The Company's two radio stations serve the New York City metropolitan area.
WQXR (FM) is currently the only commercial classical music station serving this
market. WQEW (AM) is the only station that offers a format of American popular
standards for the market. The licenses of WQEW(AM) and WQXR(FM) were renewed
during 1994 and will expire on February 1, 1998.
INFORMATION SERVICES
The New York Times Syndication Sales Corporation ("Syndication Sales")
operates The New York Times News Service, Special Features and the licensing and
reprint permission operations of The Times. The News Service transmits articles,
graphics and photographs from The Times to approximately 650 newspapers and
magazines in the United States and in 53 countries worldwide. Special Features
markets other supplemental news services and feature material, graphics and
photographs from The Times and other leading news sources to newspapers and
magazines around the world.
In 1994 the Company continued to expand its distribution of TimesFax, a six-
to eight-page synopsis of The Times delivered to customers' facsimile machines
or personal computers in markets where The Times is not easily available. In
addition to distribution by satellite to cruise ships and U.S. Navy vessels,
TimesFax is distributed to hotels, governments and corporations in over 50
countries and territories. In 1994 the Company also continued to expand its
distribution of its first industry-specific fax product, The Monday Media
edition, a weekly six-page synopsis of media-related news distributed to media
and advertising executives.
NYT New Media/New Products develops and markets new services, including
CD-ROM disks for consumers, database marketing and multimedia education
services. In 1994, New Media created and introduced @TIMES, an online service
which carries information from The Times on America Online and is one of its
most frequently accessed services. NYT Custom Publishing designs, writes, edits,
produces, sells and markets magazines for clients under contract.
NYT Business Information Services, through the group's Index department and
Times On-Line Services, Inc., creates The New York Times Index and
computer-retrievable data bases. The Company licenses LEXIS/NEXIS and DataTimes
to store, market and distribute its on-line computer data bases and University
Microfilms, Inc. to produce and sell The New York Times Index and The Times on
microform and CD-ROM. The Company also makes material from The Times available
online through a license agreement with Dow Jones Business Information Services.
FOREST PRODUCTS COMPANIES
In December 1994 the Company divested its minority interest in Gaspesia Pulp
& Paper Company Ltd. ("Gaspesia"), a Canadian newsprint mill. The Company
transferred its interest to Abitibi-Price, Inc. ("Abitibi"), the majority owner.
The Company purchased 144,000 metric tons of newsprint in 1994 from Abitibi, and
in connection with the divestiture of its interest in Gaspesia, the Company
entered into a new long-term agreement to purchase newsprint from Abitibi.
The Company has equity interests in a Canadian newsprint company, Donohue
Malbaie Inc. ("Malbaie") and in a partnership operating a supercalendered paper
mill in Maine, Madison Paper Industries ("Madison") (collectively, the "Forest
Products Companies"). Neither of these companies'
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debt is guaranteed by the Company. The Company's equity in operations (an
after-tax amount) of these businesses in 1994 was a profit of $3,264,000
compared with a loss of $4,852,000 in 1993, exclusive of a $47,000,000 non-cash
charge to write down the Company's investment in Gaspesia to its expected net
realizable value. The improved year over year results are due principally to the
fact that the Company did not record operating losses for Gaspesia in 1994
following the 1993 write-down of the Company's investment in Gaspesia. Higher
sales prices in 1994 also improved the Forest Products Companies' results. The
Company believes that this favorable trend will continue in 1995.
The Company has a 49% equity interest in Malbaie. The other 51% is owned by
Donohue, Inc. ("Donohue"), a publicly-traded Canadian company whose voting
shares are controlled by Quebecor, a Canadian publishing company. Malbaie
purchases pulp from Donohue and manufactures newsprint from this raw material on
the paper machine it owns within the Donohue paper mill at Clermont, Quebec.
Malbaie is wholly dependent upon Donohue for its pulp. The production capacity
of Malbaie in 1994 was 196,000 metric tons. In 1994 Malbaie produced 194,000
metric tons of newsprint, 84,000 tons of which were sold to the Company with the
balance sold to Donohue for resale.
The primary raw material used by the Company is newsprint. In 1994 the
Company consumed approximately 535,400 metric tons of newsprint purchased from a
number of suppliers in addition to Gaspesia and Malbaie. The Company believes it
has an adequate supply of newsprint available through contracts at market prices
from its various suppliers.
Madison is a partnership between Northern SC Paper Corporation ("Northern")
and a subsidiary of Myllykoski Oy, a Finnish papermaking company. The Company
owns 80% of Northern, and Myllykoski Oy, through a subsidiary, owns the
remaining 20%. Madison produces supercalendered paper at its facility in
Madison, Maine. Madison purchases all its wood from local suppliers, mostly
under long-term contracts. In 1994 Madison produced 173,000 metric tons, 11,000
tons of which were sold to the Company. In 1995 Madison's five largest
customers (which do not include the Company) are expected to purchase
approximately 49% of Madison's budgeted production.
The Forest Products Companies are subject to comprehensive environmental
protection laws, regulations and orders of provincial, federal, state and local
authorities of Canada or the United States (the "Environmental Laws"). The
Environmental Laws impose effluent and emission limitations and require the
Forest Products Companies to obtain, and operate in compliance with the
conditions of, permits and other governmental authorizations ("Governmental
Authorizations"). The Forest Products Companies follow policies and operate
monitoring programs to ensure compliance with applicable Environmental Laws and
Governmental Authorizations and to minimize exposure to environmental
liabilities. Various regulatory authorities periodically review the status of
the operations of the Forest Products Companies. Based on the foregoing, the
Company believes that the Forest Products Companies are in substantial
compliance with such Environmental Laws and Governmental Authorizations.
COMPETITION
The Times competes with newspapers of general circulation in New York City
and its suburbs. The Times also competes in varying degrees with national
publications such as The Wall Street Journal and USA Today and with television,
radio and other media. Based on a specially prepared report by Leading National
Advertisers Incorporated, an independent agency that measures advertising
revenue, and The Times's own internal analysis, The Times believes that it ranks
first in advertising revenue in the general weekday and Sunday newspaper field
in the New York City metropolitan area. The Regional Newspapers and the
International Herald Tribune compete with a variety of other advertising media
in their respective markets.
The Globe competes with other newspapers distributed in Boston and its
neighboring suburbs. However, the only major daily metropolitan newspaper in
direct competition with The Globe is The
9
<PAGE>
Boston Herald (daily and Sunday), whose publisher and sole stockholder (through
Herald Media, Inc.) is Patrick J. Purcell. The Globe also competes with other
communications media, such as direct mail, magazines, radio, television
(including cable television), and weekly, suburban and nationally distributed
newspapers. Based on information supplied by major daily newspapers published in
New England and assembled by the New England Newspaper Association, Inc., for
the 12-month period ending December 31, 1994, The Globe ranked first in
advertising inches among all newspapers published in Boston and New England.
All the magazines published by the Company compete directly with comparable
publications as well as with general interest magazines and other media, such as
newspapers and broadcasting.
All of the Company's television stations compete directly with other
television stations in their respective markets and with other video services
such as cable network programming carried on local cable systems. WQXR (FM)
competes in New York City with WNYC (a non-commercial station) for the classical
music audience, and it and WQEW (AM) compete with many adult-audience commercial
radio stations and other media in New York City and surrounding suburbs.
Syndication Sales's operations compete with several other syndicated
features and supplemental news services.
The Forest Products Companies are in a highly-competitive industry.
EMPLOYEES
As of December 31, 1994, the Company had approximately 12,800 full-time
employees.
Approximately 3,355 full-time employees of The Times and City & Suburban
Delivery Systems, which operates its wholesaler business, are represented by 14
unions. The Times has collective bargaining agreements effective through March
30, 2000 with all of its six production unions and with all of its eight
non-production unions. The production agreements enabled The Times to begin full
operation of its Edison production and distribution facility in February 1993.
Three other entities owned by the Company (The Press Democrat, WQXR and WQEW)
also have collective bargaining agreements covering certain of their employees.
API and its subsidiaries, including The Globe, employ approximately 3,100
employees full-time. Of these, approximately 2,100 are represented by 12 unions.
As of December 31, 1994, labor agreements with nine of its 11 mechanical unions
were in effect with expiration dates ranging from December 31, 1995 to December
31, 2001. Labor agreements with two of the other mechanical unions expired on
December 31, 1992; negotiations are proceeding with respect to these new
agreements, both of which The Globe expects to be completed during early 1995.
The agreement with The Boston Globe Employees' Association, an affiliate of The
Newspaper Guild, expired December 31, 1994. Negotiations have commenced and The
Globe expects them to be successfully completed.
ITEM 2. PROPERTIES.
The Times: The Company owns its headquarters at 229 West 43d Street, New
York, New York. The building has 15 stories and approximately 714,000 square
feet of floor space and serves as a publishing facility for The Times.
The other publishing facility is located in Edison, New Jersey. This
1,300,000 square foot facility is occupied pursuant to a long-term lease with
renewal and purchase options. The Edison production and distribution facility
began producing newspapers in September 1992, and produces all of the advance
Sunday sections of The Times (except The New York Times Magazine and the
Television section) and approximately one-third of the weekday and Sunday New
York edition. (See Notes 3, 8 and 13 of Notes to Consolidated Financial
Statements.)
10
<PAGE>
The Edison facility replaced an older production facility in Carlstadt, New
Jersey, which was closed in February 1993. The Company completed removal of
equipment from the facility in September 1994 and has commenced marketing of the
Carlstadt facility for lease.
The Edison facility is the first step in a plan to modernize the production
facilities of The Times. To complete this modernization, the Company plans to
replace the production facility housed in the basement at its 43d Street
facility.
In December 1993 the Company executed a lease agreement and related
agreements with the City of New York under which the Company is leasing a
31-acre site in College Point, Queens to replace the 43d Street production
facility. The Company has the option to purchase the property at any time prior
to the end of the lease in 2019. In August 1994 the Company began construction,
and it expects the 515,000 square-foot printing and distribution plant to be
operational in the second half of 1997. Together with the Edison plant, the
College Point facility will provide a number of benefits, including later
deadlines, color in the daily paper, increased flexibility in paging and
sectioning the paper and daily advertising inserts. (See Note 8 of Notes to
Consolidated Financial Statements.)
The Globe owns its printing plants in Boston and Billerica, Massachusetts,
as well as its Sunday pre-print storage, inserting and packaging plant in
Westwood, Massachusetts. The Globe and its subsidiaries own or lease office and
other facilities that are suitable and adequate for their current activities.
The Regional Newspapers own their printing facilities. The Company's
Regional Newspapers, magazines, broadcast stations and information businesses
own or lease office facilities that are suitable and adequate for their current
activities.
ITEM 3. LEGAL PROCEEDINGS.
There are various legal actions that have arisen in the ordinary course of
business and are now pending against the Company. Such actions are usually for
amounts greatly in excess of the payments, if any, that may be required to be
made. It is the opinion of management after reviewing such actions with legal
counsel to the Company that the ultimate liability which might result from such
actions will not have a material adverse effect on the consolidated financial
position or results of operations of the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not applicable.
EXECUTIVE OFFICERS OF THE REGISTRANT
Employed
By
Registrant Position(s) As Of
Name Age Since March 9, 1995(1)
- --------------------- --- ---------- --------------------------------------
CORPORATE OFFICERS
Arthur Ochs Sulzberger.. 69 1951 Chairman (since 1973); Chief Executive
Officer; Director; Publisher of The
New York Times ("The Times") (1963
to 1992)
Lance R. Primis......... 48 1969 President and Chief Operating Officer
(since 1992); President and General
Manager of The Times (1988 to 1992)
11
<PAGE>
Employed
By
Registrant Position(s) As Of
Name Age Since March 9, 1995(1)
- ------------------------ --- ---------- -------------------------------------
Katharine P. Darrow..... 51 1970 Senior Vice President (since 1993),
Broadcasting, Corporate Development
and Human Resources; Vice President
(1988-1993), Broadcasting/Informa-
tion Services and Corporate
Development
David L. Gorham......... 62 1974 Senior Vice President and Chief
Financial Officer (since 1980);
Treasurer (1988 to 1992)
Frank R. Gatti.......... 48 1974 Vice President (since 1988);
Corporate Controller
Leslie A. Mardenborough. 46 1981 Vice President, Human Resources
(since 1990); Director, Corporate
Personnel (1987 to 1990)
Gordon Medenica......... 43 1982 Vice President, Operations and
Planning (since 1993); Vice
President, Corporate Planning (1990
to 1993); Director, Planning (1986
to 1990)
Thomas H. Nied.......... 52 1977 Vice President, Taxation (since
1990); Tax Director (1977 to 1990)
Solomon B. Watson IV.... 50 1974 Vice President (since 1990); General
Counsel (since 1989)
Laura J. Corwin......... 49 1980 Secretary (since 1989) and Corporate
Counsel (since January 1993)
Richard G. Thomas....... 46 1977 Treasurer (since 1992); Assistant
Treasurer (1983 to 1992)
OPERATING UNIT EXECUTIVES
James W. FitzGerald..... 56 1968 President, Sports/Leisure Division of
the Company's Magazine Group (since
1985)
Stephen Golden.......... 47 1974 Vice President, Forest Products,
Health, Safety and Environmental
Affairs (since 1992); President and
General Manager of the Company's
Forest Products Group (since
January 1994); Vice President,
Forest Products (1990 to 1992);
Director, Forest Products Group
(1987 to 1990)
C. Frank Roberts........ 51 1970 Vice President, Broadcasting (since
1986)
Arthur O. Sulzberger, Jr 43 1978 Publisher of The Times (since 1992);
Deputy Publisher of The Times (1988
to 1992)
William O. Taylor....... 62 1993 Publisher of The Boston Globe (since
1978) and Chairman and Chief
Executive Officer of Globe
Newspaper Company (since 1982)
James C. Weeks.......... 52 1971 President, Regional Newspaper Group
of the Company (since 1993); Senior
Vice President, Operations,
Regional Newspaper Group (1988 to
1993)
- ------------
(1) During the past five years, all of the executive officers listed above have
held positions which were the same or substantially similar to those they
currently hold except as indicated above.
12
<PAGE>
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
The information required by this item appears at page F-27 of this Form
10-K.
ITEM 6. SELECTED FINANCIAL DATA.
The information required by this item appears at page F-1 of this Form 10-K.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
The information required by this item appears at pages F-4 to F-8 of this
Form 10-K.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The information required by this item appears at pages F-2, F-3, pages F-9
to F-26 and page F-28 of this Form 10-K.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
Not applicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
In addition to the information set forth under the caption "Executive
Officers of the Registrant" in Part I of this Form 10-K, the information
required by this item is incorporated by reference to pages 9 to 13 of the
Company's Proxy Statement for the 1995 Annual Meeting of Stockholders.
ITEM 11. EXECUTIVE COMPENSATION.
The information required by this item is incorporated by reference to pages
14 to 20 of the Company's Proxy Statement for the 1995 Annual Meeting of
Stockholders.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The information required by this item is incorporated by reference to pages
1 to 8 of the Company's Proxy Statement for the 1995 Annual Meeting of
Stockholders.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The information required by this item is incorporated by reference to page
14 and pages 17 to 20 of the Company's Proxy Statement for the 1995 Annual
Meeting of Stockholders.
13
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a) DOCUMENTS FILED AS PART OF THIS REPORT
(1) FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
(a) The consolidated financial statements of the Company are filed as
part of this Form 10-K and are set forth on pages F-2, F-3 and F-9 to
F-26. The report of Deloitte & Touche LLP, Independent Public
Accountants, dated February 9, 1995, is set forth on page F-27 of this
Form 10-K.
(b) The following additional consolidated financial information is
filed as part of this Form 10-K and should be read in conjunction with
the consolidated financial statements set forth on pages F-2, F-3 and F-9
to F-26. Schedules not included with this additional consolidated
financial information have been omitted either because they are not
applicable or because the required information is shown in the
consolidated financial statements at the aforementioned pages.
Page
----------
Independent Auditors' Consent............................... Exhibit 23
Consolidated Schedules for the Three Years Ended December
31, 1994:
II--Valuation and Qualifying Accounts........................ S-1
Separate financial statements and supplemental schedules of
associated companies accounted for by the equity method are omitted in
accordance with the provisions of Rule 3-09 of Regulation S-X.
(2) EXHIBITS
(2.1) Agreement and Plan of Merger dated as of June 11, 1993, as
amended by the First Amendment dated as of August 12, 1993, by and among
the Company, Sphere, Inc. and Affiliated Publications, Inc. (filed as
Exhibit 2 to the Form S-4 Registration Statement, Registration No.
33-50043, on August 23, 1993, and included as Annex I to the Joint Proxy
Statement/Prospectus included in such Registration Statement (schedules
omitted--the Company agrees to furnish a copy of any schedule to the
Commission upon request), and incorporated by reference herein).
(2.2) Stockholders Agreement dated as of June 11, 1993, by and
between the Company and the other parties signatory thereto (filed as
Exhibit 2.1 to the Form S-4 Registration Statement, Registration No.
33-50043, on August 23, 1993, and included as Annex II to the Joint Proxy
Statement/Prospectus included in such Registration Statement, and
incorporated by reference herein).
(2.3) Asset Purchase Agreement between the Company, The Family
Circle, Inc., Retail Magazines Marketing Company, Inc. and Gruner + Jahr
Printing and Publishing Co., dated as of June 17, 1994 (filed as an
Exhibit to the Company's Form 10-Q dated August 10, 1994, (Exhibits
omitted - The Company agrees to furnish a copy of any exhibit to the
Commission upon request), and incorporated by reference herein).
(2.4) Fulfillment Agreement between the Company, The Family Circle,
Inc. and Gruner + Jahr Printing and Publishing Co., dated as of July 26,
1994 (filed as an Exhibit to the Company's Form 10-Q dated August 10,
1994, and incorporated by reference herein).
14
<PAGE>
(3.1) Certificate of Incorporation as amended by the Class A and
Class B stockholders and as restated on September 29, 1993 (filed as an
Exhibit to the Company's Form 10-K dated March 21, 1994, and incorporated
by reference herein).
(3.2) By-laws as amended through February 17, 1994 (filed as an
Exhibit to the Company's Form 10-K dated March 21, 1994, 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.
(9.1) Globe Voting Trust Agreement, dated as of October 1, 1993
(filed as an Exhibit to the Company's Form 10-K dated March 21, 1994, and
incorporated by reference herein).
(9.2) Jordan Voting Trust Agreement, dated as of January 29, 1987, as
amended through May 15, 1987 (filed as Exhibit 9.2 to API's Form 10-K for
fiscal year ended December 31, 1989, and incorporated by reference
herein).
(10.1) The Company's Executive Incentive Compensation Plan as amended
through December 20, 1990 (filed as an Exhibit to the Company's Form 10-K
dated March 1, 1991, and incorporated by reference herein).
(10.2) The Company's 1991 Executive Stock Incentive Plan, as amended
through December 15, 1994.
(10.3) The Company's 1991 Executive Cash Bonus Plan, adopted on April
16, 1991 (filed as an Exhibit to the Company's Proxy Statement dated
March 1, 1991, and incorporated by reference herein).
(10.4) The Company's Non-Employee Directors' Stock Option Plan,
adopted on April 16, 1991 (filed as an Exhibit to the Company's Proxy
Statement dated March 1, 1991, and incorporated by reference herein).
(10.5) The Company's Supplemental Executive Retirement Plan as
amended through May 5, 1989 (filed as an Exhibit to the Company's Form
10-K dated March 29, 1990, and incorporated by reference herein).
(10.6) Lease (short form) between the Company and Z Edison Limited
Partnership dated April 8, 1987 (filed as an Exhibit to the Company's
Form 10-K dated March 27, 1988, and incorporated by reference herein).
(10.7) Agreement of Lease, dated as of December 15, 1993, between The
City of New York, Landlord, and the Company, Tenant (as successor to New
York City Economic Development Corporation (the "EDC"), pursuant to an
Assignment and Assumption of Lease With Consent, made as of December 15,
1993, between the EDC, as Assignor, to the Company, as Assignee) (filed
as an Exhibit to the Company's Form 10-K dated March 21, 1994, and
incorporated by reference herein).
(10.8) Funding Agreement #1, dated as of December 15, 1993, between
the EDC and the Company (filed as an Exhibit to the Company's Form 10-K
dated March 21, 1994, and incorporated by reference herein).
(10.9) Funding Agreement #2, dated as of December 15, 1993, between
the EDC and the Company (filed as an Exhibit to the Company's Form 10-K
dated March 21, 1994, and incorporated by reference herein).
(10.10) Funding Agreement #3, dated as of December 15, 1993, between
the EDC and the Company (filed as an Exhibit to the Company's Form 10-K
dated March 21, 1994, and incorporated by reference herein).
15
<PAGE>
(10.11) Funding Agreement #4, dated as of December 15, 1993, between
the EDC and the Company (filed as an Exhibit to the Company's Form 10-K
dated March 21, 1994, and incorporated by reference herein).
(10.12) New York City Public Utility Service Power Service Agreement,
made as of May 3, 1993, between The City of New York, acting by and
through its Public Utility Service, and The New York Times Newspaper
Division of the Company (filed as an Exhibit to the Company's Form 10-K
dated March 21, 1994, and incorporated by reference herein).
(10.13) Employment Agreement, dated May 19, 1993, between API, Globe
Newspaper Company and William O. Taylor (filed as an Exhibit to the
Company's Form 10-K dated March 21, 1994, and incorporated by reference
herein).
(10.14) API's 1989 Stock Option Plan (filed as Annex F-1 to API's
Proxy Statement-Joint Prospectus, dated as of April 28, 1989, contained
in API's Registration Statement on Form S-4 (Registration Statement No.
33-28373) declared effective April 28, 1989, and incorporated by
reference herein).
(10.15) API's Supplemental Executive Retirement Plan, as amended
effective September 15, 1993 (filed as an Exhibit to the Company's Form
10-K dated March 21, 1994, and incorporated by reference herein).
(10.16) API's 1990 Stock Option Plan (Restated 1991) (filed as
Exhibit 1 to API's Quarterly Report on Form 10-Q for the Quarter ended
June 30, 1991 (Commission File No. 1-10251), and incorporated by
reference herein).
(10.17) Form of Substituted Stock Option Agreement/Incentive 86 among
API, its predecessor company and certain employees (filed as Exhibit
10.27 to Post-Effective Amendment No. 1 filed August 11, 1989, to API's
Registration Statement on Form S-4 (Registration Statement No. 33-28373)
declared effective April 28, 1989, and incorporated by reference herein).
(10.18) Form of Substituted Stock Option Agreement/Incentive 87 among
API, its predecessor company and certain employees (filed as Exhibit
10.29 to Post-Effective Amendment No. 1 filed August 11, 1989, to API's
Registration Statement on Form S-4 (Registration Statement No. 33-28373)
declared effective April 28, 1989, and incorporated by reference herein).
(10.19) Form of Substituted Stock Option Agreement/Incentive 88 among
API, its predecessor company and certain employees (filed as Exhibit
10.31 to Post-Effective Amendment No. 1 filed August 11, 1989, to API's
Registration Statement on Form S-4 (Registration Statement No. 33-28373)
declared effective April 28, 1989, and incorporated by reference herein).
(21) Subsidiaries of the Company
(23) Consent of Deloitte & Touche LLP
(27) Financial Data Schedule
(b) REPORTS ON FORM 8-K
During the quarter ended December 31, 1994, no reports on Form 8-K were
filed. On January 6, 1995, the Company filed a report on Form 8-K dated December
12, 1994 relating to the disposition of the Company's interest in Gaspesia Pulp
& Paper Company Ltd., a Canadian newsprint mill. On March 1, 1995, the Company
filed a report on Form 8-K dated February 24, 1995 relating to the Company's
announcement of an agreement with Narragansett Television, Inc. to purchase
WTKR-TV, Norfolk, Virginia.
16
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON
ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.
Date: March 9, 1995
(Registrant)
THE NEW YORK TIMES COMPANY
By: LAURA J. CORWIN
.................................
Laura J. Corwin, Secretary
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS
REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE
REGISTRANT AND IN THE CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE TITLE DATE
- -------------------------- -------------------------------- --------------
ARTHUR OCHS SULZBERGER Chairman (Chief March 9, 1995
Executive Officer),
Director
JOHN F. AKERS Director March 9, 1995
FRANK R. GATTI Vice President, March 9, 1995
Corporate Controller
(Principal Accounting
Officer)
RICHARD L. GELB Director March 9, 1995
LOUIS V. GERSTNER, JR. Director March 9, 1995
DAVID L. GORHAM Senior Vice President and Chief March 9, 1995
Financial Officer (Principal
Financial Officer)
MARIAN S. HEISKELL Director March 9, 1995
A. LEON HIGGINBOTHAM, JR. Director March 9, 1995
RUTH S. HOLMBERG Director March 9, 1995
ROBERT A. LAWRENCE Director March 9, 1995
GEORGE B. MUNROE Director March 9, 1995
CHARLES H. PRICE II Director March 9, 1995
LANCE R. PRIMIS President (Chief Operating March 9, 1995
Officer)
GEORGE L. SHINN Director March 9, 1995
DONALD M. STEWART Director March 9, 1995
JUDITH P. SULZBERGER Director March 9, 1995
WILLIAM O. TAYLOR Director March 9, 1995
CYRUS R. VANCE Director March 9, 1995
17
<PAGE>
THE NEW YORK TIMES COMPANY
1994 Consolidated Financial Statements
- --------------------------------------------------------------------------------
Contents Page
- --------------------------------------------------------------------------------
Financial Highlights .............................................. F-1
Segment Information ............................................... F-2
Management's Discussion and Analysis .............................. F-4
Consolidated Statements of Operations ............................. F-9
Consolidated Balance Sheets ....................................... F-10
Consolidated Statements of Cash Flows ............................. F-12
Consolidated Statements of Stockholders' Equity ................... F-14
Notes to Consolidated Financial Statements ........................ F-15
Independent Auditors' Report ...................................... F-27
Management's Responsibilities Report .............................. F-27
Market Information ................................................ F-27
Quarterly Information ............................................. F-28
Ten-Year Supplemental Financial Data .............................. F-29
<PAGE>
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
Dollars in thousands except per Year Ended December 31
share data
1994 1993 1992
- --------------------------------------------------------------------------------
REVENUES AND INCOME
Revenues $ 2,357,563 $ 2,019,654 $ 1,773,535
Operating profit 211,242 126,581 88,408
Income before income taxes and
equity in operations of forest
products group 383,953 101,206 8,525
Income (Loss) before equity
in operations of forest
products group 210,085 57,975 (2,554)
Equity in operations of
forest products group 3,264 (51,852) (8,718)
Income (Loss) before net
cumulative effect of
accounting changes 213,349 6,123 (11,272)
Net cumulative effect of
accounting changes -- -- (33,437)
Net income (loss) 213,349 6,123 (44,709)
- --------------------------------------------------------------------------------
FINANCIAL POSITION
Property, plant and
equipment - net 1,158,751 1,112,024 902,755
Total assets 3,137,631 3,215,204 1,994,974
Long-term debt and capital
lease obligations 523,196 460,063 206,911
Common stockholders' equity 1,543,539 1,598,883 999,630
- --------------------------------------------------------------------------------
PER SHARE OF COMMON STOCK
Income (Loss) before net
cumulative effect of accounting
changes 2.05 .07 (.14)
Net cumulative effect of
accounting changes -- -- (.43)
Net income (loss) 2.05 .07 (.57)
Dividends .56 .56 .56
Common stockholders' equity
(end of year) 15.71 14.96 12.54
- --------------------------------------------------------------------------------
KEY RATIOS (See notes below)
Operating profit to revenues 9% 6% 5%
Income before equity in operations
of forest products group to revenues 5% 3% 2%
Return on average stockholders' equity 7% -- 2%
Return on average total assets 3% -- 1%
Long-term debt and capital lease
obligations to total capitalization 25% 22% 17%
Current assets to current liabilities .91 .89 1.08
- --------------------------------------------------------------------------------
EMPLOYEES 12,800 13,000 10,100
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
Dollars in thousands except per share data Year Ended December 31
1991 1990
- --------------------------------------------------------------------------------
REVENUES AND INCOME
Revenues $ 1,703,101 $ 1,776,761
Operating profit 93,639 129,779
Income before income taxes and equity in
operations of forest products group 63,053 110,190
Income (Loss) before equity
in operations of forest products group 41,293 60,871
Equity in operations of forest products group 5,700 3,965
Income (Loss) before net cumulative effect
of accounting changes 46,993 64,836
Net cumulative effect of accounting changes -- --
Net income (loss) 46,993 64,836
- --------------------------------------------------------------------------------
FINANCIAL POSITION
Property, plant and equipment - net 966,593 1,013,430
Total assets 2,127,981 2,149,623
Long-term debt and capital lease obligations 213,487 319,449
Common stockholders' equity 1,073,442 1,055,785
- --------------------------------------------------------------------------------
PER SHARE OF COMMON STOCK
Income (Loss) before net cumulative
effect of accounting changes .61 .85
Net cumulative effect of accounting changes -- --
Net income (loss) .61 .85
Dividends .56 .54
Common stockholders' equity (end of year) 13.70 13.68
- --------------------------------------------------------------------------------
KEY RATIOS (See notes below)
Operating profit to revenues 5% 7%
Income before equity in operations
of forest products group to revenues 2% 3%
Return on average stockholders' equity 4% 6%
Return on average total assets 2% 3%
Long-term debt and capital lease obligations
to total capitalization 17% 23%
Current assets to current liabilities .89 .81
- --------------------------------------------------------------------------------
EMPLOYEES 10,100 10,400
- --------------------------------------------------------------------------------
In 1994, the Company sold its Women's Magazines Division and U.K. golf
publications, and divested a minority interest in a Canadian paper mill
("Gaspesia") (see Note 2). As a result of these transactions, the Company
recorded a net pre-tax gain of approximately $200.9 million ($103.3 million
after taxes or $.99 per share). These transactions are not reflected in the 1994
income amounts used in the applicable key ratio calculations presented above.
Amounts for 1993 were affected by the October 1, 1993 acquisition of The Boston
Globe (see Note 2).
For 1993, return on average stockholders' equity and return on average total
assets are less than 1 percent due to several factors which lowered net income
for the year. See Management's Discussion and Analysis on page F-4.
In September 1992, the Company closed The Gwinnett (Ga.) Daily News and sold the
residual assets. The closing and related sale resulted in a pre-tax loss of
$53.8 million ($37.1 million after taxes or $.47 per share). This transaction is
not reflected in the 1992 income amounts used in the applicable key ratio
calculations presented above.
Net cumulative effect of accounting changes reflects the 1992 adoption of the
change in methods of accounting for income taxes, postretirement benefits other
than pensions and postemployment benefits. The net cumulative effect is not
reflected in the 1992 income amounts used in the applicable key ratio
calculations presented above.
F-1
<PAGE>
SEGMENT INFORMATION
- ------------------------------------------------------------------------------
The Company has classified its business into the following segments and equity
interests:
NEWSPAPERS: The New York Times, The Boston Globe, 28 regional newspapers,
newspaper wholesalers and a one-half interest in the International Herald
Tribune S.A.
MAGAZINES: Numerous publications and related activities in the
sports/leisure field.
BROADCASTING/INFORMATION SERVICES: Five network-affiliated television stations,
two radio stations, a news service, a features syndicate, TimesFax and licensing
operations of The New York Times databases and microfilm.
FOREST PRODUCTS: Equity interests in a newsprint company and a partnership in a
supercalendered paper mill that together supply a portion of the Newspaper
Group's annual paper requirements.
- ------------------------------------------------------------------------------
Dollars in thousands Year Ended December 31
1994 1993 1992
- ------------------------------------------------------------------------------
REVENUES
Newspapers $1,968,252 $1,537,934 $1,306,952
Magazines 280,061 394,463 386,120
Broadcasting/Information services 109,250 87,257 80,463
- -------------------------------------------------------------------------------
Total $2,357,563 $2,019,654 $1,773,535
- -------------------------------------------------------------------------------
OPERATING PROFIT (LOSS)
Newspapers $ 196,067 $ 114,332 $ 81,173
Magazines 19,204 12,330 9,929
Broadcasting/Information services 25,048 19,403 14,766
Unallocated corporate expenses (29,077) (19,484) (17,460)
- -------------------------------------------------------------------------------
Total 211,242 126,581 88,408
Interest expense, net of
interest income 28,162 25,375 26,115
Net gain (loss) on dispositions 200,873 -- (53,768)
- -------------------------------------------------------------------------------
Income before income taxes
and equity in operations of
forest products group 383,953 101,206 8,525
Income taxes 173,868 43,231 11,079
- -------------------------------------------------------------------------------
Income (Loss) before equity in
operations of forest products
group 210,085 57,975 (2,554)
Equity in operations of forest
products group 3,264 (51,852) (8,718)
- -------------------------------------------------------------------------------
INCOME (LOSS) BEFORE
NET CUMULATIVE
EFFECT OF ACCOUNTING CHANGES $ 213,349 $ 6,123 $ (11,272)
- -------------------------------------------------------------------------------
See notes to consolidated financial statements.
F-2
<PAGE>
SEGMENT INFORMATION
- ------------------------------------------------------------------------------
Dollars in thousands Year Ended December 31
1994 1993 1992
- ------------------------------------------------------------------------------
DEPRECIATION AND AMORTIZATION
Newspapers $ 135,507 $ 98,957 $ 74,495
Magazines 7,593 18,616 20,628
Broadcasting/Information services 10,373 10,731 12,424
Corporate 784 528 385
- ------------------------------------------------------------------------------
Total $ 154,257 $ 128,832 $ 107,932
- ------------------------------------------------------------------------------
CAPITAL EXPENDITURES
Newspapers $ 185,616 $ 71,746 $ 42,675
Magazines 906 3,059 1,888
Broadcasting/Information services 5,619 3,323 1,863
Corporate 794 1,491 903
- ------------------------------------------------------------------------------
Total $ 192,935 $ 79,619 $ 47,329
- ------------------------------------------------------------------------------
IDENTIFIABLE ASSETS AT DECEMBER 31
Newspapers $2,717,945 $2,676,779 $1,321,667
Magazines 91,797 247,723 255,777
Broadcasting/Information services 115,882 113,675 117,679
Corporate 126,574 101,007 160,459
Investment in forest products group 85,433 76,020 139,392
- ------------------------------------------------------------------------------
Total $3,137,631 $3,215,204 $1,994,974
- ------------------------------------------------------------------------------
See notes to consolidated financial statements.
Magazine Group amounts for 1994 have been affected by the dispositions of the
Women's Magazines Division and the U.K. golf publications (see Note 2).
Newspaper Group amounts for 1994 have been affected by the inclusion of The
Boston Globe's operations for the entire year, while the 1993 amounts only
include its operations from the October 1, 1993 acquisition date (see Note 2).
Newspaper Group operating profit for 1993 and 1992 includes charges of $35.4
million and $28.0 million, respectively, for costs related to staff reductions
at The New York Times newspaper.
Equity in operations of Forest Products Group and investment in Forest Products
Group for 1993 reflect an after-tax noncash charge of $47.0 million to write
down the Company's investment in Gaspesia.
Newspaper Group operating results for 1992 were negatively affected by $21.4
million for labor disruptions and training and start-up costs related to the new
production and distribution facility located in Edison, New Jersey ("Edison")
for The New York Times newspaper.
F-3
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
- --------------------------------------------------------------------------------
Per share amounts in the following Management's Discussion and Analysis are
computed on an after-tax basis.
RESULTS OF OPERATIONS: 1994 COMPARED WITH 1993
In 1994, the Company reported net income of $213.3 million, or $2.05 per share,
compared with $6.1 million, or $.07 per share, in 1993.
Exclusive of the special factors described in detail below, annual earnings
would have been $1.06 per share in 1994 compared with $.91 per share in 1993.
Operating profit for 1994, after excluding the special factors, rose to $211.2
million from $163.1 million in 1993. The improvement in ongoing operations in
1994's annual earnings was due to higher revenues at The New York Times,
Regional Newspapers and Broadcasting and the inclusion of The Boston Globe's
("The Globe") operations for the entire year compared with one quarter in 1993.
Revenues for 1994 increased to $2.36 billion from $2.02 billion in 1993. The
1994 annual revenues included The Globe for an entire year, but the Women's
Magazines and U.K. golf publications only through the first six months. Annual
revenues for 1993 included an entire year of revenues from the magazines sold in
1994, but only the fourth-quarter revenues from The Globe. On a comparable
basis, excluding revenues attributable to The Globe and the magazines sold, 1994
annual revenues increased by approximately 6 percent over 1993. The growth in
1994 revenues was due to higher revenues in the Newspaper Group and
Broadcasting.
The Company's costs and expenses after excluding special factors increased to
$2.15 billion from $1.86 billion in 1993. The increase was due to the inclusion
of The Globe's operations and acquisition amortization expense for the entire
year, as well as higher wages and benefits costs throughout the Company offset,
in part, by the reduction in expenses associated with the magazines sold.
Earnings for 1994 were affected by the following special factors:
- $200.9 million net pre-tax gain ($.99 per share) relating to the
divestitures of the Women's Magazines Division, U.K. golf publications
and a minority interest in Gaspesia Pulp & Paper Company Ltd.
("Gaspesia"), a Canadian newsprint mill.
Earnings for 1993 were affected by the following special factors:
- $47.0 million after-tax charge ($.56 per share) against equity in
operations of the Forest Products Group to write down the Company's
investment in Gaspesia.
- $35.4 million pre-tax charges ($.23 per share) for severance and related
costs resulting from staff reductions at The New York Times newspaper
("The Times").
- $4.4 million unfavorable tax adjustment ($.05 per share) due to a
federal corporate income tax rate increase which required the
remeasurement of deferred tax balances.
- $3.7 million pre-tax costs ($.02 per share) due to a severe snowstorm
that disrupted delivery of The Times.
- $2.6 million pre-tax gain ($.02 per share) on the sale of assets.
Operating profit before depreciation, amortization, interest and income
taxes, excluding the net proceeds from the 1994 dispositions, rose significantly
to $365.5 million in 1994 from $255.4 million in 1993. The increase was due to
improved operating results and the inclusion of The Globe's operations for an
entire year in 1994.
Interest expense, net of interest income, rose to $28.2 million in 1994 from
$25.4 million in 1993. The increase was a result of higher borrowings in
connection with stock repurchases and the October 1993 acquisition of The Globe.
Exclusive of the taxes related to the 1994 magazine sales and the disposition
of Gaspesia, the Company's effective income tax rate for 1994 was 41.7 percent
compared with 42.7 percent in 1993. The rates in both years reflect the
utilization of capital tax loss carryforwards.
A discussion of the Company's financial performance, exclusive of the special
factors noted above, follows:
Operating profit of the Newspaper Group in 1994 was $196.1 million compared
with $150.8 million in 1993. Revenues increased to $1.97 billion in 1994 from
$1.54 billion in the prior year. The improvements in 1994 revenues and operating
profit were due to a combination of higher advertising and circulation rates,
increased advertising volume, and the inclusion of the operations of The Globe
for an entire year. The Group was affected by higher newsprint prices in the
fourth quarter of 1994, as a result of increased demand for newsprint in the
market. These price increases are expected to continue into 1995 and will have
an adverse impact on the Group's future operating results.
Advertising volume at The Times increased 3.5 percent over 1993 to 3.7
million inches. National, classified and zoned advertising categories
experienced increases of 2.1 percent, 4.1 percent and 8.3 percent, respectively.
However, retail advertising decreased by 1.1 percent. Circulation of The Times
for the year ended December 31, 1994 was 1,142,800 copies weekdays, down 36,200
copies. Sunday circulation for the year was 1,743,900 copies, down 37,300 copies
from the prior year.
At The Globe, advertising volume for the year 1994 increased 5.3 percent over
1993 to 2.9 million inches. Advertising increased in all categories, especially
classified which was up 8.6 percent over 1993. Circulation of The Globe for the
year ended December 31, 1994 was 504,500 copies weekdays, approximately equal to
the 1993 period, and 804,800 copies Sundays, down 9,700 copies.
At the 28 regional newspapers that were in the Group for the entire 1994 and
1993 periods (two weekly newspapers were sold at the end of 1993), advertising
volume increased 4.3 percent to 17.1 million inches. Advertising increased in
all categories over 1993. Circulation for the daily regional newspapers for the
year ended December 31, 1994 was 843,500 copies weekdays, down 7,500 copies, and
851,400 copies Sundays, down 2,300 copies. Circulation for the year was 53,100
copies, down 2,400 copies for the non-dailies.
Average circulation for 1994 throughout the Newspaper Group was adversely
affected by newsstand and home delivery price increases.
F-4
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS (CONTINUED)
- --------------------------------------------------------------------------------
Operating profit for the Magazine Group was $19.2 million in 1994, compared
with $12.3 million in 1993, on revenues of $280.1 million and $394.5 million,
respectively. The decrease in revenues for the year was primarily due to the
lack of revenues attributable to the Women's Magazines Division and the U.K.
golf publications, which were sold in the third quarter of 1994.
In connection with the sale of the Women's Magazines Division, the Company
entered into a four-year non-compete agreement for which it received $40.0
million. This amount is being recognized as income, on a straight-line basis,
over a four-year period commencing with the closing of the sale on July 26,
1994. The 1994 revenues for the Group included $4.2 million relating to this
agreement.
Excluding the 1993 and 1994 operations of the Women's Magazines Division, the
U.K. golf publications and the non-compete income arising from the Women's sale
in 1994, both the revenues and the operating profit of the Sports/Leisure
Magazines for 1994 were down somewhat from the comparable period in 1993. This
was due primarily to softness in advertising at Golf Digest and Tennis magazines
and higher subscription promotion costs.
Advertising pages as reported to Publisher's Information Bureau ("PIB") for
Golf Digest decreased 2 percent from 1993 to 1,321 pages and for Tennis
increased 4 percent from 1993 to 823 pages.
The Broadcasting/Information Services Group's operating profit was $25.0
million in 1994, compared with $19.4 million in 1993 on revenues of $109.3
million and $87.3 million, respectively. Higher national and local advertising
revenues at the television stations accounted for the improved operating
results.
Equity in operations of the Forest Products Group (an after-tax amount) was
$3.3 million in 1994, compared with a loss of $4.9 million in 1993. The 1994
improvements resulted from the Company no longer needing to record its share of
operating losses for Gaspesia as a result of the 1993 write-down. In addition,
higher sales prices improved the Group's operating results during the second
half of the year and this favorable trend should continue into 1995.
- --------------------------------------------------------------------------------
RESULTS OF OPERATIONS: 1993 COMPARED WITH 1992
In 1993, the Company reported net income of $6.1 million, or $.07 per
share, compared with a net loss of $44.7 million, or $.57 per share, in 1992.
Earnings for 1993 were affected by the following factors:
- $47.0 million after-tax charge ($.56 per share) against equity in
operations of the Forest Products Group to write down the Company's
investment in Gaspesia to its net realizable value.
- $35.4 million pre-tax charge ($.23 per share) to cover severance and
related costs resulting from anticipated white-collar staff reductions,
and voluntary early retirements from the composing room at The New York
Times newspaper.
- $2.6 million pre-tax gain ($.02 per share) on the sale of assets.
- $1.2 million tax expense ($.02 per share) due to the enactment of the
Omnibus Budget Reconciliation Act of 1993 ("Tax Act") which increased
the federal corporate income tax rate from 34 percent to 35 percent
retroactively to January 1, 1993.
- $4.4 million tax expense ($.05 per share) due to the Tax Act, which
affected the deductibility of certain costs and caused the Company to
remeasure its year-end 1992 deferred tax balances to reflect the higher
tax rate.
- $3.7 million pre-tax ($.02 per share) in unfavorable advertising and
circulation rate adjustments due to a severe snowstorm in March that
disrupted delivery of The Times.
Earnings for 1992 were affected by the following factors:
- $33.4 million after-tax charge ($.43 per share) for the adoption as of
January 1, 1992, of three mandated non-cash accounting changes related
to income taxes, postretirement benefits and postemployment benefits.
- $3.1 million pre-tax gain ($.02 per share) on the sales of assets.
- $28.0 million pre-tax charge ($.20 per share) to cover severance and
related costs for production unions at The Times.
- $53.8 million pre-tax loss ($.47 per share) due to the closing of The
Gwinnett (Ga.) Daily News, the sale of its residual assets and its 1992
operations.
- $10.4 million pre-tax ($.07 per share) for training and start-up costs
related to The Times's new production and distribution facility located
in Edison, N.J. ("Edison").
- $11.0 million pre-tax ($.08 per share) due to labor disruptions arising
from a dispute between independent distributors of The Times and its
Drivers' Union.
Exclusive of the factors described above for the 1993 and 1992 periods,
earnings would have been $.93 per share in 1993 compared with $.66 per share in
1992.
Consolidated revenues for 1993 increased to $2.02 billion from $1.77 billion
in 1992, due principally to the October 1, 1993 acquisition of The Boston Globe,
the June 1992 acquisition of two wholesale newspaper distribution businesses and
higher advertising and circulation revenues. Costs and expenses after excluding
special items increased to $1.86 billion from $1.64 billion in 1992. The
increase was due principally to the October 1993 Globe acquisition, the June
1992 wholesale distribution business acquisition and higher newsprint,
depreciation, and payroll and benefit costs.
Operating profit after excluding the special factors rose to $163.1 million
from $134.7 million in 1992 due principally to higher advertising and
circulation revenues in the Newspaper
F-5
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS (CONTINUED)
- --------------------------------------------------------------------------------
Group, which included the operations of The Globe subsequent to October 1, 1993
and a strong performance by the Company's television stations, which was
partially offset by higher newsprint prices and increased depreciation.
Interest expense, net of interest income, declined to $25.4 million in 1993
from $26.1 million in 1992. Lower levels of borrowings through the first half of
1993 were partly offset by increased borrowings in connection with the Company's
stock repurchase program (Note 12) and the utilization of cash balances in
connection with the October 1, 1993 acquisition of The Globe.
The Company's effective income tax rate for 1993 was 42.7 percent compared
with 44.5 percent in 1992, exclusive of the effect of the Gwinnett transaction.
The lower rate is due principally to the recognition of capital loss
carryforwards and state operating loss carryforwards, which were partially
offset by the negative impact of the Tax Act.
A discussion of the operating results of the Company's segments and equity
interests follows:
Exclusive of the special pre-tax items ($36.5 million in 1993 and $47.9
million in 1992), operating profit of the Newspaper Group was $150.8 million
compared with $129.1 million in 1992 on revenues of $1.54 billion and $1.31
billion, respectively. Improvements in revenues were due to higher advertising
and circulation rates, principally at The Times, the June 1992 acquisition of
two wholesale newspaper distribution businesses and the October 1, 1993
acquisition of The Globe. The higher operating profit resulted principally from
the inclusion of the results of The Globe since the October 1, 1993
acquisition date, higher advertising and circulation revenues, cost controls
throughout the Group and cost savings related to Edison, which were partly
offset by advertising weakness at the Company's two California regional
newspapers, increased depreciation and start-up and redesign costs related to
certain sections of The Times.
Advertising linage at The Times increased 1.0 percent over 1992 to 77.8
million lines. Retail advertising rose 4.9 percent over 1992 while national and
classified advertising declined 2.4 percent and 4.1 percent, respectively.
Circulation of The Times for the year ended December 31, 1993 was 1,179,000
copies weekdays, approximately equal to the 1992 period. Sunday circulation of
1,781,200 copies reached a record high, up 17,100 copies over the prior year.
At The Globe, full-run advertising volume for the year 1993 increased 4.0
percent over 1992 to 2.5 million inches. Retail and classified advertising
increased 9.9 percent and 2.6 percent, respectively, over 1992, but national
advertising declined 1.6 percent. Circulation of The Globe for the year ended
December 31, 1993 was 504,600 copies weekdays, down 3,300 copies, and 814,500
copies Sundays, up 2,700 copies.
At the 30 regional newspapers that were in the Group for the entire 1993 and
1992 periods (two weekly newspapers were sold at the end of 1993), advertising
volume increased 3.9 percent to 35.2 million inches. The 1993 amount includes a
significantly higher volume of advertising inserts. Circulation for the daily
regional newspapers for the year ended December 31, 1993 was 851,000 copies
weekdays, up 4,500 copies, and 853,700 copies Sundays, up 9,200 copies.
Circulation for the non-dailies was 72,700 copies, down 500 copies.
The Magazine Group's operating profit was $12.3 million in 1993 compared with
$9.9 million in 1992 on revenues of $394.5 million and $386.1 million,
respectively. Exclusive of the amortization costs associated with the
acquisitions of McCall's and Golf World (U.S.), the Group's operating profit was
$25.4 million in both years. Results for 1993 were adversely affected by an
August 1993 lawsuit settlement of $1.5 million. In addition, continuing softness
in the consumer packaged goods category in the women's magazines field
affected the Group adversely in 1994.
Advertising pages as reported to PIB for Golf Digest increased 1 percent from
1992 to 1,344 pages; for Tennis, increased 4 percent from 1992 to 795 pages; for
Family Circle, decreased 9 percent from 1992 to 1,570 pages; and for McCall's,
decreased 5 percent from 1992 to 1,138 pages.
The Broadcasting/Information Services Group operating profit was $19.4
million compared with $14.8 million in 1992 on revenues of $87.3 million and
$80.5 million, respectively. Higher local advertising revenues at the Company's
television stations accounted for the improved results.
Exclusive of the $47.0 million noncash charge to write down the Company's
investment in Gaspesia, equity in operations (an after-tax amount) of the Forest
Products Group was a loss of $4.9 million compared with a loss of $8.7 million
in 1992. The 1993 results were adversely affected by $0.6 million resulting from
the impact of the Tax Act. Lower newsprint discounts and a favorable Canadian
exchange rate accounted for the improved results. Higher newsprint discounts,
which were effective October 1, 1993, negatively affected the Group during the
fourth quarter and into 1994.
All of the Company's paper mills were affected by pricing difficulties in
1993. Newsprint prices showed some strengthening during the second and third
quarters, but they resumed their decline in October and were at their lowest
point at year-end. This trend continued into the first quarter of 1994 as prices
fell further in January, where they remained stable until mid-1994. Newsprint
prices began to increase in the third and fourth quarters of 1994.
The Forest Products Group write-down resulted from the softening of paper
prices due to continuing oversupply, as well as high costs and required
regulatory environmental expenditures (estimated to be $25.0 million) at
Gaspesia. In measuring the write-down, the Company projected the future cash
flows of the mills, including the required capital expenditures, and determined
that the value of Gaspesia's cash flows was less than the carrying value of the
Company's investment. Due in part to this write-down, the Company reported an
improvement in 1994's equity in operations, since it was not required to record
its interest in the operations of Gaspesia.
F-6
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS (CONTINUED)
- --------------------------------------------------------------------------------
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by operating activities of $181.6 million was used
primarily to repurchase shares of the Company's Class A Common Stock, to
modernize facilities and equipment, and to pay dividends to stockholders. The
decrease in net cash provided by operating activities from 1993 is due primarily
to an increase in estimated income taxes paid, which were associated with the
gains on the sales of the magazines in 1994. Exclusive of the estimated taxes
paid related to the magazine sales, the net cash provided by operating
activities would have been $295.1 million. The ratio of current assets to
current liabilities was .91 at December 31, 1994, compared with .89 at December
31, 1993, and long-term debt and capital lease obligations as a percentage of
total capitalization was 25 percent at December 31, 1994, compared with 22
percent at December 31, 1993.
In 1994, the Company fully expended all of the $150.0 million authorized
under the stock repurchase program announced in October 1993. In October 1994,
the Company announced additional authorized expenditures of up to $100.0 million
for repurchases of its Class A Common Stock. Under these programs, purchases may
be made from time to time either in the open market or through private
transactions. The number of shares that may be purchased in market transactions
may be limited as a result of The Globe transaction. Purchases may be suspended
from time to time or discontinued. Through December 31, 1994, under the two
programs, the Company has repurchased approximately 10,074,000 shares of its
Class A Common Stock at an average effective price of $23.42 per share.
In January 1995, the Company repurchased approximately 397,000 shares of its
Class A Common Stock at an average effective price of $22.32 per share under the
$100.0 million authorization. The Company has expended substantially all of this
authorization. In February 1995, the Company's Board of Directors authorized
additional expenditures of up to $50.0 million for repurchases of its Class A
Common Stock.
In July 1994, the Company's Board of Directors approved the construction of a
new production and distribution facility in College Point, New York, for the
production of The Times. The Company estimates that the cost of the new facility
will be approximately $315.0 million, exclusive of capitalized interest
currently projected to be $45.0 million. Construction began in August 1994 and
completion is expected in the second half of 1997. While the new facility will
replace The Times's Manhattan production and distribution facility, business and
news operations will remain at the Manhattan building. No write-down is
anticipated as a result of the discontinuance of production at the Manhattan
facility.
The Company currently estimates that, exclusive of the College Point
facility, capital expenditures for 1995 will range from $120.0 million to $150.0
million.
In February 1994, the sale of a partnership (BPI Communications, L.P.) in
which the Company had a one-third interest was completed. In 1994, the Company
received approximately $55.0 million, which was primarily utilized to repay
notes payable.
During the 1994 third quarter, the Company completed the sale of its Women's
Magazines Division and U.K. golf publications (See Note 2). The net after-tax
proceeds, including transaction costs and payments received under a non-compete
agreement, totaling approximately $160.0 million, were used for general
corporate purposes, including the repayment of debt and the repurchase of the
Company's Class A Common Stock.
In connection with the 1991 divestiture of a jointly-owned affiliate, Spruce
Falls Power and Paper Company Limited, the Company has fulfilled its commitment
to lend up to $26.5 million (C$30.0 million) to the new owners of the mill.
Under the terms of the loan, the five-year repayment period is not scheduled to
commence until December 1997. The Company expects the former affiliate to
fulfill its contractual obligation as stipulated in the loan agreement.
In connection with the 1993 charges totaling $35.4 million for staff
reductions (see Note 3), approximately $16.5 million has been disbursed. The
Company has committed the remaining funds. As a result of the timing of certain
union pension and welfare fund contributions, the remaining cash outflows
associated with these charges are expected to occur over the next two years. The
Company does not anticipate that its ongoing business operations will be
affected by this reduction of staff and expects to fund these charges through
internally-generated funds.
In May 1993, the Financial Accounting Standards Board ("FASB") issued
Statement No. 114 - Accounting by Creditors for Impairment of a Loan ("SFAS
114"). SFAS 114 requires that impaired loans be measured based on the present
value of expected future cash flows discounted at the loans' effective interest
rate. In October 1994, the FASB issued Statement No. 118 - Accounting by
Creditors for Impairment of a Loan-Income Recognition and Disclosures ("SFAS
118"). SFAS 118 amends SFAS 114 and allows a creditor to use existing methods
for recognizing interest income on an impaired loan. These statements are
effective for fiscal years ended after December 15, 1994. The Company does not
believe operations will be affected by the adoption of SFAS 114 and SFAS 118.
The Company has only limited involvement with derivative financial
instruments and does not use them for trading purposes. The Company has an
interest rate swap agreement with a major financial institution to manage
interest costs on $50.0 million of notes due in July 1995. The swap agreement
converted a 9.34 percent fixed interest rate to an effective interest rate of
7.73 percent in 1994.
The Company has on file a shelf registration with the Securities and Exchange
Commission that permits the issuance of up to $400.0 million of unsecured senior
debt securities. The Company intends to use the net proceeds from the sale of
any of these securities for general corporate purposes, which may include
repayment of debt and possible future acquisitions.
In December 1994, the Company entered into forward interest rate swaps to
hedge against interest rate increases for the period prior to the issuance of
debt. Gains or losses on these transactions are deferred and amortized as an
adjustment to interest expense
F-7
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS (CONCLUDED)
- --------------------------------------------------------------------------------
commencing with the issuance of debt. At December 31, 1994, the Company had
hedged approximately $20.0 million of anticipated first-quarter borrowings. The
carrying value of such swap agreements approximated the year-end fair value and,
accordingly, no deferred gains or losses were recorded. Subsequent to year-end,
the Company entered into forward interest rate swaps which hedged an additional
$130.0 million of first-quarter anticipated borrowings. In total, these swaps
fix the ten-year treasury rate used to determine the Company's interest rate at
7.8 percent on $150 million of anticipated borrowings.
In December 1994, the Company established a $200.0 million commercial paper
program. Borrowings are in the form of unsecured notes sold at a discount with
maturities of up to 270 days. As of December 31, 1994, $60.7 million of such
notes were outstanding.
In addition to cash provided from operating activities, the Company has
several established sources for future liquidity purposes, including several
revolving credit and term loan agreements. At December 31, 1994, $170.0 million
was available for borrowing by the Company under these agreements.
These revolving credit and term loan agreements and the unsecured senior debt
securities available under the shelf registration allow for the Company's
classification of $273.5 million of debt as long-term. The Company intends to
refinance these obligations on a long-term basis through the issuance of debt.
The Company anticipates that during 1995, cash for operating, investing and
financing activities will continue to come from a combination of
internally-generated funds and external financing.
F-8
<PAGE>
CONSOLIDATED STATEMENTS OF OPERATIONS
- --------------------------------------------------------------------------------
Dollars and shares in thousands
except per share data Year Ended December 31
1994 1993 1992
- --------------------------------------------------------------------------------
REVENUES
Advertising $1,656,999 $1,399,042 $1,254,764
Circulation 545,854 473,971 419,454
Other 154,710 146,641 99,317
- --------------------------------------------------------------------------------
Total 2,357,563 2,019,654 1,773,535
- --------------------------------------------------------------------------------
COSTS AND EXPENSES
Production costs
Raw materials 304,360 280,531 250,575
Wages and benefits 529,701 437,528 388,403
Other 428,663 418,554 365,651
- --------------------------------------------------------------------------------
Total 1,262,724 1,136,613 1,004,629
Selling, general and administrative
expenses 883,597 756,460 680,498
- --------------------------------------------------------------------------------
Total 2,146,321 1,893,073 1,685,127
- --------------------------------------------------------------------------------
OPERATING PROFIT 211,242 126,581 88,408
Interest expense, net of interest
income 28,162 25,375 26,115
Net gain (loss) on dispositions 200,873 -- (53,768)
- --------------------------------------------------------------------------------
Income before income taxes and equity
in operations of forest products
group 383,953 101,206 8,525
Income taxes 173,868 43,231 11,079
- --------------------------------------------------------------------------------
Income (Loss) before equity in
operations of forest products group 210,085 57,975 (2,554)
Equity in operations of forest
products group 3,264 (51,852) (8,718)
- --------------------------------------------------------------------------------
Income (Loss) before net cumulative
effect of accounting changes 213,349 6,123 (11,272)
Net cumulative effect of accounting
changes -- -- (33,437)
- --------------------------------------------------------------------------------
NET INCOME (LOSS) $ 213,349 $ 6,123 $ (44,709)
- --------------------------------------------------------------------------------
Average number of common shares
outstanding 104,070 84,459 78,534
Per share of common stock
Income (Loss) before net cumulative
effect of accounting changes $ 2.05 $ .07 $ (.14)
Net cumulative effect of
accounting changes -- -- (.43)
Net income (loss) 2.05 .07 (.57)
Dividends .56 .56 .56
- --------------------------------------------------------------------------------
See notes to consolidated financial statements.
F-9
<PAGE>
CONSOLIDATED BALANCE SHEETS
- -------------------------------------------------------------------------------
December 31
1994 1993
- -------------------------------------------------------------------------------
ASSETS Dollars in thousand
- -------------------------------------------------------------------------------
CURRENT ASSETS
Cash and short-term investments (at cost which
approximates market:
1994, $14,255,000; 1993, $27,744,000) $ 41,419 $ 42,058
Accounts receivable (net of allowances:
1994, $28,157,000; 1993, $43,507,000) 247,750 264,218
Inventories 30,545 47,271
Deferred subscription costs 10,659 32,597
Other current assets 81,401 107,009
- -------------------------------------------------------------------------------
Total current assets 411,774 493,153
- -------------------------------------------------------------------------------
INVESTMENT IN FOREST PRODUCTS GROUP 85,433 76,020
- -------------------------------------------------------------------------------
PROPERTY, PLANT AND EQUIPMENT (at cost)
Land 62,945 65,839
Buildings, building equipment and improvements 629,152 650,186
Equipment 908,630 874,479
Construction and equipment installations
in progress 218,041 93,007
- -------------------------------------------------------------------------------
Total 1,818,768 1,683,511
Less accumulated depreciation 660,017 571,487
- -------------------------------------------------------------------------------
Total property, plant and equipment - net 1,158,751 1,112,024
- -------------------------------------------------------------------------------
INTANGIBLE ASSETS ACQUIRED
Costs in excess of net assets acquired 1,391,250 1,383,582
Other intangible assets acquired 160,747 227,377
- -------------------------------------------------------------------------------
Total 1,551,997 1,610,959
Less accumulated amortization 172,531 190,006
- -------------------------------------------------------------------------------
Total intangible assets acquired - net 1,379,466 1,420,953
- -------------------------------------------------------------------------------
MISCELLANEOUS ASSETS 102,207 113,054
- -------------------------------------------------------------------------------
Total $3,137,631 $3,215,204
- -------------------------------------------------------------------------------
See notes to consolidated financial statements.
F-10
<PAGE>
- ------------------------------------------------------------------------------
December 31
1994 1993
- ------------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY Dollars in thousands
- -------------------------------------------------------------------------------
CURRENT LIABILITIES
Accounts and notes payable $121,504 $177,742
Payrolls 67,012 71,256
Accrued expenses 182,338 171,515
Unexpired subscriptions 77,697 130,627
Current portion of capital lease
obligations 2,681 2,590
- -------------------------------------------------------------------------------
Total current liabilities 451,232 553,730
- -------------------------------------------------------------------------------
OTHER LIABILITIES
Long-term debt 473,530 413,581
Capital lease obligations 49,666 46,482
Deferred income taxes 176,588 196,875
Other 441,323 403,869
- -------------------------------------------------------------------------------
Total other liabilities 1,141,107 1,060,807
- -------------------------------------------------------------------------------
STOCKHOLDERS' EQUITY
5 1/2 percent cumulative prior preference stock
of $100 par value - authorized
110,000 shares; outstanding: 1994, 17,530
shares and 1993, 17,837 shares 1,753 1,784
Serial preferred stock of $1 par value -
authorized 200,000 shares - none issued -- --
Common stock of $.10 par value
Class A - authorized 200,000,000 shares; issued:
1994, 108,052,347 shares; 1993, 107,678,024
shares (including treasury shares: 1994,
10,242,381; 1993, 1,251,573) 10,805 10,768
Class B, convertible - authorized 600,000
shares; issued: 1994, 570,121 shares;
1993, 571,624 (including treasury shares:
1994 and 1993, 139,943) 57 57
Additional capital 597,860 599,758
Earnings reinvested in the business 1,179,715 1,022,958
Common stock held in treasury, at cost (244,898) (34,658)
- -------------------------------------------------------------------------------
Total stockholders' equity 1,545,292 1,600,667
- -------------------------------------------------------------------------------
Total $3,137,631 $3,215,204
- --------------------------------------------------------------------------------
See notes to consolidated financial statements.
F-11
<PAGE>
CONSOLIDATED STATEMENTS OF CASH FLOWS
- --------------------------------------------------------------------------------
Dollars in thousands Year Ended December 31
1994 1993 1992
- --------------------------------------------------------------------------------
CASH PROVIDED (USED):
OPERATING ACTIVITIES
Income (Loss) before net cumulative effect
of accounting changes $213,349 $6,123 $(11,272)
Adjustments to reconcile income (loss)
before net cumulative effect of accounting
changes to net cash provided by operating
activities
Depreciation 104,624 89,274 69,880
Amortization 49,633 39,558 38,052
Equity in operations of forest
products group - net (3,240) 52,311 943
Cash distributions and dividends from
forest products group 8,224 -- 6,775
Net (gain) loss on dispositions (200,873) -- 53,768
Proceeds from non-compete agreement 40,000 -- --
Deferred income taxes (33,732) (37,901) (18,216)
(Increase) Decrease in receivables - net (18,573) (21,636) 430
(Increase) Decrease in inventories (4,035) 10,799 (10,707)
(Increase) Decrease in deferred subscription
costs and other current assets (17,820) 4,749 1,078
Increase (Decrease) in accounts payable 17,481 (41,429) 15,216
(Decrease) Increase in payrolls and
accrued expenses (6,359) 64,823 5,405
Increase in unexpired subscriptions 18,027 11,196 4,342
Other - net 14,879 15,491 290
- --------------------------------------------------------------------------------
Net cash provided by operating activities 181,585 193,358 155,984
- --------------------------------------------------------------------------------
INVESTING ACTIVITIES
Net proceeds on sale of BPI Communications,
L.P. 55,367 -- --
Net proceeds from dispositions 243,776 -- 68,000
Businesses acquired, net of cash acquired -- (134,384) (23,091)
Additions to property, plant and equipment (186,203) (75,738) (47,068)
Purchases of marketable securities (88,358) (65,077) --
Proceeds from sales of marketable securities 88,358 65,077 --
Other investing proceeds 7,725 944 4,985
Other investing payments (8,505) (16,986) (8,629)
- --------------------------------------------------------------------------------
Net cash provided by (used in) investing
activities 112,160 (226,164) (5,803)
- --------------------------------------------------------------------------------
FINANCING ACTIVITIES
Short-term borrowing - net (1,935) 62,340 --
Long-term obligations
Increase -- 200,000 --
Reduction (5,113) (5,510) (63,847)
Capital shares
Issuance 2,577 1,829 1,906
Repurchase (232,815) (255,222) --
Dividends paid to stockholders (58,287) (47,076) (54,935)
Other financing proceeds 1,189 -- --
- --------------------------------------------------------------------------------
Net cash used in financing activities (294,384) (43,639) (116,876)
- --------------------------------------------------------------------------------
Net (decrease) increase in Cash and
short-term investments (639) (76,445) 33,305
Cash and short-term investments at
the beginning of the year 42,058 118,503 85,198
- --------------------------------------------------------------------------------
Cash and short-term investments at
the end of the year $ 41,419 $ 42,058 $ 118,503
- --------------------------------------------------------------------------------
See notes to consolidated financial statements and supplemental
disclosures to consolidated statements of cash flows.
F-12
<PAGE>
SUPPLEMENTAL DISCLOSURES TO CONSOLIDATED STATEMENTS OF CASH FLOWS
- --------------------------------------------------------------------------------
Dollars in thousands Year Ended December 31
1994 1993 1992
- --------------------------------------------------------------------------------
NONCASH INVESTING AND FINANCING
TRANSACTIONS
Capital lease assets and
obligations incurred $ 5,990 $ 338 $ 668
=========== =========== ==========
Businesses acquired
Fair value of assets acquired $1,257,029 $34,462
Liabilities assumed (229,000) (11,371)
Liabilities incurred, net of
payments (18,744) --
Common stock issued (874,901) --
----------- -----------
Net cash paid $134,384 $23,091
=========== ===========
Issuance of common shares $21,723 $18,188 $17,965
=========== =========== ===========
CASH FLOW INFORMATION
Cash payments during the
year for
Interest (net of amount
capitalized) $36,320 $26,861 $28,486
=========== =========== ===========
Income taxes $220,973 $55,327 $36,776
=========== =========== ===========
- --------------------------------------------------------------------------------
The increase in income taxes paid (and corresponding decrease in net cash
provided by operating activities) is in large part due to an increase in
estimated income tax payments of approximately $113,500,000 related to the net
gain on dispositions in 1994. Under Financial Accounting Standards Board
("FASB") Statement No. 95, "Statement of Cash Flows," all income tax payments
are included in determining net cash flow from operating activities, but the net
cash received from the dispositions must be reported as an investing cash flow.
F-13
<PAGE>
<TABLE><CAPTION>
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
- ------------------------------------------------------------------------------------------------------------------------------------
Dollars in thousands
except per share data Capital Stock
------------------------------------ Common
5 1/2 % Class A Class B Earnings Stock
Preference Common Common Reinvested Held in
------------------------------------ Additional in the Treasury,
Capital Business at cost
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
BALANCE, JANUARY 1, 1992 $1,784 $8,770 $57 $178,080 $1,158,977 $(272,442)
- ------------------------------------------------------------------------------------------------------------------------------------
Net loss (44,709)
- ------------------------------------------------------------------------------------------------------------------------------------
Dividends, preference - $5.50 per share (98)
Dividends, common - $.56 per share (43,987)
- ------------------------------------------------------------------------------------------------------------------------------------
Issuance of shares:
Retirement units, etc. - 19,576 Class A
shares from treasury (491) 524
Employee stock purchase plan - 1,069,743
Class A shares 1 (16,432) 34,311
Stock options - 252,435 Class A shares 34 3,771 (1,900)
Stock conversions - 600 shares -- --
- ------------------------------------------------------------------------------------------------------------------------------------
Foreign currency translation (4,836)
- ------------------------------------------------------------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 1992 1,784 8,805 57 164,928 1,065,347 (239,507)
- ------------------------------------------------------------------------------------------------------------------------------------
Net income 6,123
- ------------------------------------------------------------------------------------------------------------------------------------
Dividends, preference - $5.50 per share (98)
Dividends, common - $.56 per share (47,003)
- ------------------------------------------------------------------------------------------------------------------------------------
Issuance of shares:
The Globe acquisition - 36,397,313 Class
A shares 1,940 432,624 440,337
Retirement units, etc. - 10,877 Class A
shares from treasury 123 339
Employee stock purchase plan - 819,166
Class A shares (2,612) 20,329
Stock options - 185,611 Class A shares 23 4,695 (934)
Stock conversions - 180 shares -- --
- ------------------------------------------------------------------------------------------------------------------------------------
Purchase of company stock:
10,260,900 Class A shares (255,222)
- ------------------------------------------------------------------------------------------------------------------------------------
Foreign currency translation (1,411)
- ------------------------------------------------------------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 1993 1,784 10,768 57 599,758 1,022,958 (34,658)
- ------------------------------------------------------------------------------------------------------------------------------------
Net income 213,349
- ------------------------------------------------------------------------------------------------------------------------------------
Dividends, preference - $5.50 per share (97)
Dividends, common - $.56 per share (58,190)
- ------------------------------------------------------------------------------------------------------------------------------------
Issuance of shares:
Retirement units, etc. - 10,889 Class A
shares from treasury (128) 271
Employee stock purchase plan - 1,191,323
Class A shares 2 (7,237) 29,119
Stock options - 223,700 Class A shares 35 6,928 (3,385)
Stock conversions - 1,503 shares -- --
- ------------------------------------------------------------------------------------------------------------------------------------
Purchase of company stock:
10,043,900 Class A shares (236,245)
307 5 1/2 percent preference shares (31) 10
Proceeds from the sale of put options 1,189
Equity put option obligations (2,660)
- ------------------------------------------------------------------------------------------------------------------------------------
Foreign currency translation 1,695
- ------------------------------------------------------------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 1994 $1,753 $10,805 $57 $597,860 $1,179,715 $(244,898)
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
See notes to consolidated financial statements.
F-14
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION. The consolidated financial statements include the
accounts of The New York Times Company and all subsidiaries (the "Company")
after elimination of intercompany items.
INVENTORIES. Inventories are stated at the lower of cost or current market
value. Inventory cost generally is based on the last-in, first-out ("LIFO")
method for newsprint and magazine paper and the first-in, first-out ("FIFO")
method for other inventories.
INVESTMENTS. Investments in which the Company has at least a 20 percent but
not more than 50 percent interest are accounted for under the equity method.
PROPERTY, PLANT AND EQUIPMENT. Property, plant and equipment is stated at cost,
and depreciation is computed by the straight-line method over estimated service
lives. The Company capitalizes interest costs as part of the cost of
constructing major facilities and equipment.
INTANGIBLE ASSETS ACQUIRED. Costs in excess of net assets acquired consist of
excess costs of businesses acquired over values assigned to their net tangible
assets and other intangible assets. The Company evaluates periodically whether
there has been a permanent impairment in any of its intangible assets, inclusive
of goodwill. The major factors which are considered in such valuation include
the cash flow and operating profit from the operations of the acquired business,
and any contemplated long-term strategies which might affect the viability of
such business. The excess costs which arose from acquisitions after October 31,
1970 are being amortized by the straight-line method principally over 40 years.
The remaining portion of such excess, which arose from acquisitions before
November 1, 1970 (approximately $13,000,000), is not being amortized since in
the opinion of management there has been no diminution in value. Other
intangible assets acquired consist principally of advertiser and subscriber
relationships which are being amortized over the remaining lives, ranging from
5 to 40 years. The general policy of 5 to 40 years relates to all intangible
assets with the life of 5 years used for various software licenses and lives
of 40 years used for mastheads on various acquired properties.
SUBSCRIPTION REVENUES AND COSTS. Proceeds from subscriptions and related costs,
principally agency commissions, are deferred at the time of sale and are
included in the Consolidated Statements of Operations on a pro rata basis over
the terms of the subscriptions.
FOREIGN CURRENCY TRANSLATION. The assets and liabilities of foreign companies
are translated at the year-end exchange rates. Results of operations are
translated at the average rates of exchange in effect during the year. The
resultant translation adjustment is included as a component of stockholders'
equity.
EARNINGS PER SHARE. Earnings per share is computed after preference dividends
and is based on the weighted average number of shares of Class A and Class B
Common Stock outstanding during each year. The effect of shares issuable under
the Company's Incentive Plans (see Note 11), including stock options, is not
material and therefore excluded from the computation.
CASH AND SHORT-TERM INVESTMENTS. For purposes of the Consolidated Statements of
Cash Flows, the Company considers all highly liquid debt instruments purchased
with maturities of three months or less to be cash equivalents. The Company has
overdraft positions at certain banks caused by outstanding checks. These
overdrafts have been reclassified to accounts payable.
DERIVATIVES. The Company has interest rate swap agreements with major financial
institutions that are used to manage exposure to fluctuations in interest rates.
The Company is exposed to credit losses in the event of nonperformance by the
counterparties to its interest rate swap agreements. The credit standings of
counterparties are monitored and the Company does not anticipate nonperformance.
- --------------------------------------------------------------------------------
2. ACQUISITIONS/DIVESTITURES
In December 1994, the Company divested its minority interest in Gaspesia Pulp &
Paper Company Ltd. ("Gaspesia"), a Canadian newsprint mill. The Company's 49
percent interest was transferred to Abitibi-Price, Inc., the majority owner. In
connection with the transfer, a pre-tax charge of approximately $3,100,000 ($.02
per share) was recorded. In 1993, the Company wrote down its investment in
Gaspesia by $47,000,000 ($.56 per share) to reflect its net realizable value.
In July and August 1994, the Company completed the sales of its Women's
Magazines Division and U.K. golf publications, respectively. These transactions
resulted in a pre-tax gain of approximately $204,000,000 ($1.01 per share). In
connection with the sale of the Women's Magazines Division, the Company entered
into a four-year non-compete agreement, for which it received
$40,000,000. This amount is being recognized as operating income, on a
straight-line basis, over a four-year period commencing with the closing of the
sale on July 26, 1994.
On October 1, 1993, pursuant to an Agreement and Plan of Merger dated June
11, 1993, as amended as of August 12, 1993 (the "Agreement"), a wholly-owned
subsidiary of the Company was merged with Affiliated Publications, Inc., the
parent company of The Boston Globe ("The Globe"), which became a wholly-owned
subsidiary of the Company.
The transaction was accounted for as a purchase and, accordingly, The Globe's
operations have been included in the Company's consolidated financial statements
beginning October 1, 1993, the date the transaction closed. The acquisition had
a net cost of approximately $1,028,000,000. Under the Merger
F-15
<PAGE>
Agreement the Company exchanged cash of approximately $160,000,000 for 15
percent of The Globe's common stock with the remainder of the consideration paid
by the exchange of approximately 36,400,000 shares of the Company's Class A
Common Stock valued at $24.03 per share. The purchase resulted in increases in
costs in excess of net assets acquired of approximately $850,000,000 (which is
being amortized by the straight-line method over 40 years); other intangible
assets acquired of $161,000,000 (which consist principally of advertiser and
subscriber relationships which are being amortized by the straight-line method
over an average period of 33 years); and property, plant and equipment of
$246,000,000. Net liabilities assumed as a result of the transaction totaled
approximately $229,000,000.
Pro forma operating results for the year ended December 31, 1993, had the
transaction occurred at the beginning of that period are as follows: revenues of
$2,335,985,000; net income of $1,178,000; and net income per share of $.01.
Pro forma operating results for the year ended December 31, 1994, had the
magazines sales occurred as of January 1, 1993 are as follows: revenues of
$2,231,942,000; net income of $115,518,000; and net income per share of $1.11.
Pro forma operating results for the year ended December 31, 1993, had the
magazine sales and The Globe transaction occurred at the beginning of that
period are as follows: revenues of $2,097,828,000; net income of $14,009,000;
and net income per share of $.13.
The above pro forma results are not necessarily indicative of the combined
results that would have occurred had the sales and the merger taken place as of
the beginning of the periods provided, nor necessarily indicative of results
that may be achieved in the future. The gain on the sales is not included in the
above pro forma operating results.
In February 1994, the sale of BPI Communications, L.P.("BPI"), a partnership
in which the Company acquired a one-third interest through the 1993 acquisition
of The Globe, was completed. The Company received approximately $55,000,000 in
1994 from the sale. For financial reporting purposes, no gain or loss was
recognized on the sale. The investment in BPI of $55,000,000 was included in
other current assets on the accompanying Consolidated Balance Sheets at December
31, 1993.
On December 31, 1993, the Company sold two weekly newspapers and recognized a
pre-tax gain of $2,600,000, or $.02 per share, on the transaction.
In September 1992, the Company closed The Gwinnett (Ga.) Daily News and sold
the residual assets. The closing, related sale and its 1992 operations resulted
in a pre-tax loss of approximately $53,768,000 ($37,113,000 after taxes or
$.47 per share). The newspaper had not earned a profit since its acquisition in
1987, but its annual operating losses were not material.
In June 1992, the Company acquired two wholesale newspaper distribution
businesses that distribute The New York Times and other newspapers and
periodicals in New York City and central and northern New Jersey. The
acquisition was accounted for as a purchase; accordingly, the operating results
have been included in the consolidated financial statements from the date of the
acquisition. The cost of the acquisition was approximately $34,500,000, of which
$23,091,000 was paid in cash with the remainder representing net liabilities
assumed. The purchase resulted in an increase in intangible assets acquired of
$34,462,000.
In connection with the divestiture of a newsprint mill in 1991, the Company
made a loan commitment of up to $26,500,000 (C$30,000,000) to the new owners of
the mill. At December 31, 1994, the commitment was fully funded. Interest on the
outstanding balance is payable quarterly at annual rates ranging from 4 to 10
percent. Commencing in December 1997, the borrowings outstanding at December
1996 are payable annually over a five-year period in 20 percent increments. The
Company expects the obligation to be satisfied as stipulated in the loan
commitment.
- --------------------------------------------------------------------------------
3. VOLUNTARY STAFF REDUCTIONS
AND UNION NEGOTIATIONS
The Company has completed its negotiations of long-term labor agreements with
all of its unions at The New York Times ("The Times") and they extend to the
year 2000. These agreements encompass wages, payments to the unions' benefits
and pension funds, job security and financial incentives. The agreements apply
to all of The Times's current and new production and distribution facilities.
In connection with these agreements, the Company recorded pre-tax charges in
1993 totaling $35,400,000, or $.23 per share, for severance and related costs
resulting from anticipated white-collar staff reductions (approximately
$30,000,000) and voluntary early retirements from the composing room
(approximately $5,400,000) at The Times.
The Company recorded two pre-tax charges ($28,000,000, or $.20 per share, in
1992 and $30,000,000, or $.22 per share, in 1989) for voluntary production union
staff reductions at The Times related to the opening of Edison (see Note 8), the
further automation of newspaper production in the composing room and the
announced closing of Carlstadt.
In 1991 the Company recorded a $20,000,000 before-tax charge ($.15 per share)
for severance and related costs resulting from a voluntary termination benefits
program for approximately 160 employees at The Times, most of whom were members
of The Newspaper Guild of New York.
At December 31, 1994 and 1993, approximately $23,700,000 and $40,000,000,
respectively, are included in accrued expenses in the accompanying Consolidated
Balance Sheets, which represents the unpaid balance of the pre-tax charges. The
Company has committed the remaining funds. The remaining cash flows associated
with these charges are expected to occur over the next two years due to the
timing of certain union pension and welfare fund contributions.
F - 16
<PAGE>
- --------------------------------------------------------------------------------
4. INVESTMENT IN FOREST PRODUCTS GROUP
The Company has equity interests in a Canadian newsprint company, Donohue
Malbaie, Inc. ("Malbaie"), and in a partnership operating a supercalendered
paper mill in Maine, Madison Paper Industries ("Madison"). The equity interest
in Malbaie represents a 49 percent ownership interest.
The Company and Myllykoski Oy, a Finnish paper manufacturing company, are
partners through subsidiary companies in Madison. The partners' interests in the
net assets of Madison at any time will depend on their capital accounts, as
defined, at such time. Through an 80 percent-owned subsidiary, the Company's
share of Madison's profits and losses is 40 percent.
In December 1994, the Company divested its minority interest in Gaspesia,
which was written down to its net realizable value in 1993 (see Note 2).
Loans and contributions to Madison by the 80 percent-owned subsidiary of the
Company totaled $1,523,000, $1,279,000 and $1,337,000, respectively, in 1994,
1993 and 1992.
At December 31, 1993, the Company recorded a distribution receivable from
Malbaie of $8,224,000, which is included in other current assets on the
Company's Consolidated Balance Sheets at such date. The Company received payment
of the receivable in 1994. No other distributions were received from Malbaie in
1994, 1993 or 1992. The Company's share of undistributed earnings of Malbaie
aggregated approximately $4,882,000 and $3,975,000 at December 31, 1994 and
1993, respectively.
No loans or contributions were made to Malbaie in 1994, 1993 or 1992.
Condensed combined balance sheets of the Forest Products Group, which exclude
Gaspesia at December 31, 1994, are as follows:
- --------------------------------------------------------------------------------
Condensed Combined Balance Sheets
of Forest Products Group
- --------------------------------------------------------------------------------
Dollars in thousands
- --------------------------------------------------------------------------------
December 31 1994 1993
- --------------------------------------------------------------------------------
Current assets $66,280 $87,984
Less current liabilities 33,027 75,073
- --------------------------------------------------------------------------------
Working capital 33,253 12,911
Fixed assets, net 236,961 345,413
Long-term debt (62,355) (71,528)
Deferred income taxes (103,756) (102,752)
- --------------------------------------------------------------------------------
Net assets $104,103 $184,044
- --------------------------------------------------------------------------------
At December 31, 1994, long-term debt of the Forest Products Group (exclusive
of $11,300,000 due within one year) matures as follows: 1996, $47,347,000; 1997,
$500,000; 998, $14,408,000; and 1999, $100,000. The maturities of a substantial
portion of the debt may be accelerated if cash flow, as defined, exceeds certain
levels. None of the Forest Products Group's debt is guaranteed by the Company.
Condensed combined statements of operations of the Forest Products Group,
which exclude the operations of Gaspesia subsequent to the write-down at
December 31, 1993, are as follows:
- --------------------------------------------------------------------------------
Condensed Combined Statements of Operations
of Forest Products Group
- --------------------------------------------------------------------------------
Dollars in thousands
- --------------------------------------------------------------------------------
Year Ended December 31 1994 1993 1992
- --------------------------------------------------------------------------------
Net sales and other
income $189,805 $254,324 $266,451
Costs and expenses 180,860 269,845 297,117
- --------------------------------------------------------------------------------
Income (Loss) before
taxes 8,945 (15,521) (30,666)
Income tax expense
(benefit) 1,136 (2,700) (11,680)
- --------------------------------------------------------------------------------
Net income (loss) $7,809 $(12,821) $(18,986)
- --------------------------------------------------------------------------------
The condensed combined financial information of the Forest Products Group
excludes the income tax effects related to Madison. Such tax effects (see Note
6) have been included in the Company's consolidated financial statements.
Adjustments from translating certain balance sheet accounts, principally of
the Canadian newsprint companies, for each of the three years in the period
ended December 31, 1994, are set forth in the Consolidated Statements of
Stockholders' Equity.
The accumulated translation adjustment (included in earnings reinvested in
the business) decreased stockholders' equity by $933,000 and $2,628,000 at
December 31, 1994 and 1993, respectively. Upon the disposition in 1994,
stockholders' equity was increased by $3,000,000, net of tax, to reflect the
accumulated translation adjustment related to Gaspesia.
During 1994, 1993 and 1992, the Company's Newspaper Group purchased newsprint
and supercalendered paper from the Forest Products Group (including Gaspesia
through the disposal date) at competitive prices. Such purchases aggregated
approximately $107,000,000, $102,000,000, and $112,000,000, respectively.
F - 17
<PAGE>
- --------------------------------------------------------------------------------
5. INVENTORIES
Inventories as shown in the accompanying Consolidated Balance Sheets are
composed of the following:
- -------------------------------------------------------------
Dollars in thousands
- -------------------------------------------------------------
December 31 1994 1993
- -------------------------------------------------------------
Newsprint and magazine paper $24,783 $38,691
Work-in-process, etc 5,762 8,580
- -------------------------------------------------------------
Total $30,545 $47,271
- -------------------------------------------------------------
Utilization of the LIFO method reduced inventories as calculated on the FIFO
method by approximately $2,694,000 and $2,263,000 at December 31, 1994 and 1993,
respectively.
- --------------------------------------------------------------------------------
6. INCOME TAXES
Income tax expense for each of the years presented is determined in
accordance with Statement of Financial Accounting Standard No. 109-Accounting
for Income Taxes ("SFAS 109"). The Company adopted SFAS 109 in 1992 and
reflected a credit of $13,414,000 as of January 1, 1992, representing the
cumulative effect of this accounting change on net income.
SFAS 109 requires recognition of deferred tax liabilities and assets for the
estimated future tax consequences attributable to temporary differences. Such
temporary differences exist when the tax basis differs from the financial
reporting amount of assets or liabilities. All tax liabilities and tax assets
are measured using current tax law and applicable rates. A valuation allowance
is recorded to reduce deferred tax assets to amounts which, in management's
judgment, are most likely to be realized.
Income tax expense as shown in the Consolidated Statements of Operations is
composed of the following:
- ------------------------------------------------------------
Dollars in thousands 1994 1993 1992
- ------------------------------------------------------------
Current tax expense
Federal $159,779 60,178 $8,970
State, local, foreign 49,651 17,612 1,413
- ------------------------------------------------------------
209,430 77,790 10,383
- ------------------------------------------------------------
Deferred tax expense
Federal (20,955) (26,982) (1,157)
State, local, foreign (13,088) (8,919) 1,302
- ------------------------------------------------------------
(34,043) (35,901) 145
- ------------------------------------------------------------
Income tax expense from
continuing operations 175,387 41,889 10,528
Less income tax expense
(benefit) related to
equity in operations 1,519 (1,342) (551)
- ------------------------------------------------------------
Income tax expense $173,868 $43,231 $11,079
- ------------------------------------------------------------
Tax expense in 1994 was reduced by approximately $10,000,000 and $3,000,000,
respectively, relating to a decrease in valuation allowance and recognition of
federal capital loss tax benefits. The decrease in valuation allowance is
associated with federal capital loss tax benefits. An increase in valuation
allowance associated with state and local capital loss carryforward tax benefits
added approximately $1,058,000 to 1994 tax expense.
Tax expense in 1993 was reduced by approximately $7,000,000 and $2,485,000,
respectively, relating to a decrease in valuation allowance and recognition of
federal tax benefits of capital loss carryforwards. Of the decrease in valuation
allowance, $4,390,000 was associated with federal tax benefits of capital loss
carryforwards; with the remainder attributable to state and local tax benefits
of net operating loss carryforwards. Adjustment of the Company's deferred tax
balances for the one percent rate increase provided in the Tax Reform Act of
1993 added $4,359,000 to deferred tax expense, inclusive of $600,000 of
expense reported in equity in operations of the Forest Products Group.
In connection with the Gwinnett transaction in 1992 (see Note 2), the Company
had a net tax benefit of $16,655,000 on a pre-tax loss of $53,768,000. The
difference of $1,626,000 between the tax benefit and such benefit calculated at
the federal statutory rate is mainly attributable to an unrecognized capital
loss (which increased tax expense by $3,405,000), net of the impact of
previously amortized intangibles (which decreased tax expense by $1,779,000).
In accordance with the provisions of SFAS 109, approximately $1,600,000 of
additional reduction in valuation allowance, which was established against
acquired deferred tax assets, was recorded as a reduction of goodwill in 1993.
No such amounts affected 1994 or 1992 tax expense.
Income tax benefits credited directly to stockholders' equity totaled
$2,434,000, $3,595,000 and $3,735,000 during 1994, 1993 and 1992, respectively.
Foreign taxes included in income tax expense in 1994 of $4,979,000 were
principally attributable to the disposition of the Company's U.K. golf
publications. Foreign taxes included in income tax expense in 1993 and 1992 were
not significant.
Equity in operations of the Forest Products Group (see Note 4) includes the
income tax effects of the Company's interest in Madison and its equity in the
operations of the Canadian newsprint companies. Of such amounts, tax benefits of
$117,000 in 1994, $585,000 in 1993 and $1,219,000 in 1992 are applicable to the
Canadian newsprint companies. Deferred taxes attributable to the Company's
interest in Madison were a benefit of $(39,000) in 1994, and expense of
$1,562,000 and $265,000, respectively, for 1993 and 1992. These deferred taxes
relate principally to differences between financial reporting and tax
depreciation. The Company's consolidated federal income tax returns include the
income tax effects of its interest in Madison.
F - 18
<PAGE>
The reasons for the variance between the effective tax rate on income before
income taxes and equity in operations of the Forest Products Group and the
federal statutory rate (exclusive of the net gain on dispositions in 1994 and
loss on dispositions in 1992) are as follows:
- --------------------------------------------------------------------------------
Year Ended December 31 1994 1993 1992
- --------------------------------------------------------------------------------
% of % of % of
Dollars in thousands Amount Pretax Amount Pretax Amount Pretax
- --------------------------------------------------------------------------------
Tax at federal statutory
rate $64,078 35.0% $35,422 35.0% $21,180 34.0%
Increase (decrease)
resulting from State and
local taxes - net 5,177 2.8 6,883 6.8 2,294 3.7
Capital loss tax benefits (10,000) (5.4) (6,875) (6.8) -- --
Amortization of intangible
assets acquired 11,139 6.1 5,602 5.5 4,033 6.5
Change in enacted tax rate -- -- 3,759 3.7 -- --
Other - net 5,920 3.2 (1,560) (1.5) 227 0.3
- --------------------------------------------------------------------------------
Subtotal 76,314 41.7% 43,231 42.7% 27,734 44.5%
- --------------------------------------------------------------------------------
Dispositions 97,554 -- (16,655)
- --------------------------------------------------------------------------------
Income tax expense $173,868 $43,231 $11,079
- --------------------------------------------------------------------------------
Federal income taxes currently refundable totaled $28,109,000 and $2,992,000 at
December 31, 1994 and 1993, respectively, and are included in other current
assets on the Consolidated Balance Sheets. The components of the net deferred
tax liabilities recognized on the respective Consolidated Balance Sheets are
as follows:
- --------------------------------------------------------
Dollars in thousands
December 31 1994 1993
- --------------------------------------------------------
Deferred Tax Assets
Intangible assets acquired $10,425 $23,568
Accrued state and local taxes 14,996 19,890
Postretirement and
postemployment benefits 81,707 78,655
Other accrued employee
benefits and compensation 89,569 110,218
Allowance for doubtful
accounts 26,305 23,557
Tax loss carryforwards 20,260 23,595
Unearned Income 21,848 --
Other 4,578 22,860
- --------------------------------------------------------
Total deferred tax assets 269,688 302,343
Valuation allowance (19,774) (27,773)
- --------------------------------------------------------
Net deferred tax assets $249,914 $274,570
- --------------------------------------------------------
- --------------------------------------------------------
Dollars in thousands
December 31 1994 1993
- --------------------------------------------------------
Deferred Tax Liabilities
Property, plant and
equipment $121,617 $131,189
Tax certificate 125,664 137,343
Nontaxable acquisition 125,782 145,298
Deferred subscription
expenses 8,627 21,743
Safe harbor tax lease 19,717 20,376
Unremitted earnings 833 --
Investment in Forest
Products Group 13,324 --
Other 2,641 18,446
- -------------------------------------------------------
Total deferred tax liabilities 418,205 474,395
- --------------------------------------------------------
Net deferred tax assets (249,914) (274,570)
- --------------------------------------------------------
Net deferred tax liability 168,291 199,825
- --------------------------------------------------------
Less amounts included in:
Other current assets (9,296) (4,812)
Accrued expenses 999 7,762
- --------------------------------------------------------
Deferred income taxes $176,588 $196,875
- --------------------------------------------------------
At December 31, 1994, there were no federal net operating loss carryforwards.
Benefits from state and local loss carryforwards are attributable mainly to tax
operating losses. Such loss carryforwards expire in accordance with provisions
of applicable tax laws and have remaining lives ranging from 1 to 15 years. At
December 31, 1994, the tax benefits relating to these carryforwards expire as
follows: 1996, $4,015,000; 1997, $2,678,000; 1998, $3,018,000; 1999 through
2003, $10,442,000; and 2004 through 2008, $107,000.
In connection with the sale in 1989 of its cable television system, the
Federal Communications Commission granted the Company a tax certificate. This
certificate enabled the Company to defer income taxes on the gain on the
transaction and pay such taxes over a number of years. Under the provisions of
the Internal Revenue Code, this is accomplished through a reduction in the tax
bases of various assets. As a result, $10,508,000, $10,820,000 and $10,388,000
of income taxes that were so deferred became currently payable in 1994, 1993
and 1992, respectively. Additional income taxes that were deferred will become
currently payable over the remaining lives of those assets with reduced tax
bases.
Federal income tax returns for all years through 1989 have been examined by
the Internal Revenue Service, for which tentative agreements have been reached.
Examinations of the tax returns for the years 1990 through 1993 have not
commenced. Management is of the opinion that any assessments resulting from
these examinations will not have a material effect on the consolidated financial
statements.
F - 19
<PAGE>
- --------------------------------------------------------------------------------
7. DEBT
In February 1995, the Company filed a shelf registration statement with the
Securities Exchange Commission that permits the issuance of up to $400,000,000
in unsecured senior debt securities. The unsecured senior debt securities
available under the shelf registration allow for the Company's classification of
certain current obligations as long-term debt.
Long-term debt consisted of the following:
- --------------------------------------------------------------------------------
Dollars in thousands
- --------------------------------------------------------------------------------
December 31 1994 1993
- --------------------------------------------------------------------------------
Notes due 1998-2000 (a) $200,000 $200,000
Notes due 1995 net of
unamortized discount:
1994, $511; 1993, $2,444 (b) 161,789 159,856
Notes due 1995 including
unamortized premium:
1994, $1,336; 1993, $3,725 (c) 51,336 53,725
Commercial Paper (d) 60,405 --
- --------------------------------------------------------------------------------
Total 473,530 413,581
Less current portion -- --
- --------------------------------------------------------------------------------
Total long-term portion $473,530 $413,581
- --------------------------------------------------------------------------------
(a) In October 1993, the Company issued senior notes totaling $200,000,000 to
an insurance company with interest payable semi-annually. Five-year notes
totaling $100,000,000 were issued at a rate of 5.50 percent, and the remaining
$100,000,000 were issued as six and one-half year notes at a rate of 5.77
percent.
(b) In connection with the 1985 acquisition of certain newspapers, the
Company issued 10-year notes with an aggregate stated value of $162,300,000
which have been discounted at an interest rate of 11.85 percent for financial
reporting purposes. Interest on certain of the notes is payable semi-annually.
The original difference of $12,600,000 between the stated value of the notes and
the amount that results from discounting the notes at 11.85 percent is being
amortized as interest expense over the term of the notes. The December 31, 1994
amount is included in long-term debt since the Company has the intent and the
ability, supported by the new shelf registration, to refinance these obligations
for at least one year.
(c) In connection with the 1993 acquisition of The Globe (see Note 2), the
Company assumed $50,000,000 of 9.34 percent fixed-rate notes maturing July 1995,
which have been valued for financial reporting purposes using a discount rate of
4.25 percent. Interest on the notes is payable semi-annually. The excess of the
fair value of the notes at the acquisition date over the stated value of such
notes was $4,303,000, which is being amortized as a reduction of interest
expense over the remaining term of the notes. The December 31, 1994 amount is
included in long-term debt since the Company has the intent and the ability,
supported by the new shelf registration, to refinance these obligations for at
least one year.
The Company has an interest rate swap agreement (the "Agreement") with a
major financial institution to manage interest costs. The Agreement matures in
1995 and effectively converts the 9.34 percent interest rate to a variable rate
which is semi-annually indexed to the six-month London interbank ("LIBOR") rate.
Based on quoted market prices, the Agreement was valued at $1,800,000 as of the
acquisition date and is being amortized as interest expense over its term. As
of December 31, 1994, the carrying value of the Agreement was $600,000. The
difference of the carrying value and the estimated fair value at December 31,
1994 was not significant. During 1994, the Company's effective interest rate
on these unsecured notes was 7.70 percent.
(d) In December 1994, the Company established a $200,000,000 commercial paper
program. Borrowings are in the form of unsecured notes sold at a discount with
maturities ranging up to 270 days. The $60,700,000 in aggregate face value of
such notes outstanding at December 31, 1994 were issued at a weighted average
interest rate of 6.06 percent. The outstanding commercial paper was supported by
the Company's revolving credit and term loan agreements. Commercial paper is
classified as long-term debt as the Company intends to refinance these
obligations for at least one year either through continued short-term borrowings
or the issuance of long-term debt supported by the new shelf registration.
Based on borrowing rates currently available for debt with similar terms and
average maturities, the fair value of long-term debt, excluding the current
portion, was $455,100,000 and $432,725,000 at December 31, 1994 and 1993,
respectively.
- --------------------------------------------------------------------------------
In October 1994, the Company entered into a $93,300,000 revolving credit and
term loan agreement with a group of banks, which replaced the previous
$80,000,000 revolving credit and term loan agreement which would have terminated
in May 1995. The new agreement, as amended, terminates in October 1998. At such
time, then outstanding borrowings would be payable semi-annually in equal
installments over one year. At the Company's discretion, this facility may be
converted into term loans at any time. The agreement provides for an annual
commitment fee of 0.11 percent on the unused commitment.
The Company also has a $46,700,000 revolving credit agreement with the same
group of banks, which replaces a previous $40,000,000 revolving credit agreement
that terminated in October 1994. This agreement expires in October 1995. The
agreement provides for an annual commitment fee of 0.08 percent on the unused
commitment. A previous $50,000,000 revolving credit agreement was terminated in
October 1994 and the underlying bank was included in the two new aforementioned
revolving credit agreements.
The agreements permit borrowings which bear interest, at the Company's
option, (i) for domestic borrowings: based on the certificates of deposit rate,
the Federal Funds rate, a prime rate or a quoted rate; or (ii) for Eurodollar
borrowings: based on the LIBOR rate. Borrowings under these agreements may be
prepaid without penalty.
In October 1992, the Company entered into a $20,000,000 revolving credit
and term loan agreement with a bank and its affiliate, which replaced a previous
$30,000,000 revolving credit agreement with the same bank. The new agreement, as
amended, terminates in May 1996. At such time, then outstanding
F - 20
<PAGE>
borrowings would be payable semi-annually aggregating 5 percent, 20 percent, 45
percent and 30 percent annually from 1996 to 1999. At the Company's discretion,
this facility may be converted into term loans at any time. The Company also has
entered into a $10,000,000 revolving credit agreement with the same bank and its
affiliate that expires May 1995, at which time, any outstanding borrowings would
be payable. Both agreements provide for an annual commitment fee of 1/8th of 1
percent on the unused commitment.
The agreements permit borrowings which bear interest, at the Company's
option, (i) for domestic borrowings: based on the certificates of deposit rate,
a prime rate or a quoted rate; or (ii) for Eurodollar borrowings: based on the
LIBOR rate. Borrowings under these agreements may be prepaid without penalty.
No borrowings under any of the above agreements were outstanding during 1994.
Certain of the agreements also include provisions which require, among other
matters, specified levels of stockholders' equity. At December 31, 1994,
approximately $795,000,000 of stockholders' equity was unrestricted.
In December 1994, the Company entered into a forward interest rate swap to
hedge against possible interest rate increases during the period prior to the
planned issuance of long-term debt. Gains or losses on these hedging
transactions are deferred and amortized as adjustments of interest expense
commencing on the date of issuance of debt. At December 31, 1994, the swaps
entered into by the Company hedged approximately $20,000,000 of anticipated
borrowings during the first quarter of 1995. At December 31, 1994, the carrying
amount of such swaps approximated the fair value. Accordingly, no deferred gains
or losses were recorded on the accompanying balance sheet. Subsequent to
year-end, the Company entered into forward interest rate swaps which hedged an
additional $130.0 million of anticipated first-quarter borrowings. In total,
these swaps fix the 10-year treasury rate used to determine the Company's
interest rate at 7.8 percent on $150.0 million of anticipated borrowings.
Short-term debt is comprised of current maturities of long-term debt and
capital lease obligations. Outstanding notes payable at December 31, 1993
consist of $62,340,000 of short-term bank borrowings at an average interest rate
of 3.71 percent. There were no outstanding notes payable at December 31, 1994.
Interest expense, net of interest income, as shown in the accompanying
Consolidated Statements of Operations consisted of the following:
- --------------------------------------------------------------------------------
Dollars in thousands
- --------------------------------------------------------------------------------
Year Ended December 31 1994 1993 1992
- --------------------------------------------------------------------------------
Interest expense $34,880 $29,549 $30,075
Interest income (6,718) (4,174) (3,960)
- --------------------------------------------------------------------------------
Net $28,162 $25,375 $26,115
- --------------------------------------------------------------------------------
In connection with various construction projects, interest of approximately
$4,943,000, $1,351,000 and $705,000 was capitalized as property, plant and
equipment for 1994, 1993 and 1992, respectively.
- --------------------------------------------------------------------------------
8. CAPITAL INVESTMENT PROJECTS
In December 1993, the Company and the City of New York executed a lease
agreement and related agreements, under which the Company is leasing 31 acres of
City-owned land in College Point, Queens, New York, on which The Times is
building a state-of-the-art production and distribution facility. Conditions
stipulated under the lease were met in June 1994 and, accordingly, a capital
lease of $5,000,000 was recorded at such time. The lease will continue for 25
years after the start of construction with an option to ultimately purchase the
property. Under the terms of the agreement, The Times would receive various tax
and energy cost reductions.
In July 1994, the Company's Board of Directors approved the construction of
the new facility which will allow for later news deadlines and provide color and
inserting capability for the daily newspaper. The cost of the new facility,
excluding capitalized interest currently projected to be $45,000,000, is
estimated to be $315,000,000.
Construction of the facility began in August 1994 with completion
anticipated in the second half of 1997. While the new facility will replace
The Times's Manhattan production and distribution facility, business and news
operations will remain at the Manhattan building. No write-down is anticipated
as a result of the discontinuance of production at the Manhattan facility.
The Company's Edison facility commenced production in late 1992. Depreciation
of the equipment began during the fourth quarter of 1992 and was phased in as
each element was placed in service. Full operation of the facility began in the
first quarter of 1993. Depreciation of the building and equipment totaled
$33,000,000 in 1993 and increased to $35,000,000 in 1994 when the facility was
operational for a full year.
In 1993, the Company announced that The Times closed its printing plant in
Carlstadt, New Jersey, and transferred production and distribution to the Edison
facility. The Company completed removal of equipment from the facility in
September 1994 and has commenced marketing of the Carlstadt facility for lease.
The carrying value of the facility, which reflects management's estimate of its
net realizable value (approximately $16,400,000), has been included in
miscellaneous assets at December 31, 1994.
F - 21
<PAGE>
- --------------------------------------------------------------------------------
9. PENSION PLANS
The Company sponsors several pension plans and makes contributions to several
others in connection with collective bargaining agreements, including a joint
Company-union plan and a number of joint industry-union plans. These plans cover
substantially all employees.
The Company-sponsored pension plans provide participating employees with
retirement benefits in accordance with benefit provision formulas which are
based on years of service and final average or career pay and, where applicable,
employee contributions. Funding is based on an evaluation and review of the
assets, liabilities and requirements of each plan. Retirement benefits are also
provided under supplemental unfunded pension plans.
Net periodic pension cost was $32,730,000 in 1994, $16,461,000 in 1993,
and $15,082,000 in 1992. The components
of net periodic pension cost are:
- --------------------------------------------------------------------------------
Dollars in thousands
- --------------------------------------------------------------------------------
Year Ended December 31 1994 1993 1992
- --------------------------------------------------------------------------------
Service cost $19,194 $14,075 $11,879
Interest cost 38,933 26,675 24,167
Actual loss (return) on plan assets 2,942 (38,907) (25,365)
Curtailment loss (gain)
(See Note 2) 1,887 -- (885)
Net amortization and
deferral (30,226) 14,618 5,286
- --------------------------------------------------------------------------------
Net periodic pension cost $32,730 $16,461 $15,082
- --------------------------------------------------------------------------------
Due to the sale of the Women's Magazines Division, the Company recognized a
curtailment loss in 1994. Accordingly, net periodic pension cost relating to
certain plans was remeasured at July 1994, using an increased discount rate of
8.0 percent.
Assumptions used in the actuarial computations were:
- --------------------------------------------------------------------------------
Year Ended December 31 1994 1993 1992
- --------------------------------------------------------------------------------
Discount rate 8.25% 7.00% 8.00%
Rate of increase in
compensation levels 5.50% 5.50% 5.50%
Expected long-term rate of
return on assets 8.75% 8.75% 8.75%
- --------------------------------------------------------------------------------
In connection with collective bargaining agreements, the Company contributes to
several other pension plans including a joint Company-union plan and a number of
joint industry-union plans. Contributions are determined as a function of hours
worked or period earnings. Pension cost for these plans was $19,535,000 in 1994,
$17,970,000 in 1993, and $15,700,000 in 1992.
The funded status of the Company's plans which were valued at September 30, 1994
and 1993 is as follows:
- --------------------------------------------------------------------------------
Plans Whose Plans Whose
Assets Exceed Accumulated
December 31, 1994 Accumulated Benefits
Dollars in thousands Benefits Exceed Assets
- --------------------------------------------------------------------------------
Actuarial present value of benefit obligation:
Vested benefit obligation $187,656 $207,104
- --------------------------------------------------------------------------------
Accumulated benefit obligation $193,129 $212,519
- --------------------------------------------------------------------------------
Projected benefit obligation $238,574 $263,044
Plan assets at fair value 231,236 144,200
- --------------------------------------------------------------------------------
Projected benefit obligation
in excess of plan assets 7,338 118,844
Unrecognized net (losses) gains (12,337) 11,269
Unrecognized prior service cost 6,567 (10,814)
Unrecognized transition obligation (2,038) (1,517)
Fourth-quarter contribution, net (2,483) (7,891)
- --------------------------------------------------------------------------------
Recorded pension (asset) liability $(2,953) $109,891
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Plans Whose Plans Whose
Assets Exceed Accumulated
December 31, 1993 Accumulated Benefits
Dollars in thousands Benefits Exceed Assets
- ------------------------------------------------------------------------------
Actuarial present value of benefit obligation:
Vested benefit obligation $187,972 $219,554
- ------------------------------------------------------------------------------
Accumulated benefit obligation $193,951 $227,102
- ------------------------------------------------------------------------------
Projected benefit obligation $251,679 $282,179
Plan assets at fair value 234,366 142,015
- ------------------------------------------------------------------------------
Projected benefit obligation
in excess of plan assets 17,313 140,164
Unrecognized net (losses) (24,972) (20,043)
Unrecognized prior service cost 7,746 (9,633)
Unrecognized transition obligation (2,690) (2,724)
Fourth-quarter contribution, net (2,675) (3,220)
Adjustment required to
recognize additional minimum liability 10,087
- --------------------------------------------------------------------------------
Recorded pension (asset) liability $(5,278) $114,631
- --------------------------------------------------------------------------------
Plan assets, which were valued as of September 30, 1994 and 1993, consist of
money market investments, investments in marketable fixed income and equity
securities, an investment in a diversified real estate equity fund and
investments in group annuity insurance contracts.
The additional minimum liability relating to the unfunded status of these
plans is included in other liabilities on the Consolidated Balance Sheets as of
December 31, 1993 and miscellaneous assets includes a related intangible asset
of an equal amount. No such liability was required as of December 31, 1994.
F - 22
<PAGE>
- --------------------------------------------------------------------------------
10. POSTRETIREMENT BENEFITS OTHER THAN
PENSIONS AND POSTEMPLOYMENT BENEFITS
The Company provides health and life insurance benefits to retired employees
(and their eligible dependents) who are not covered by any collective bargaining
agreements if the employee meets specified age and service requirements.
The Company adopted the provisions of SFAS No. 106 - Employers' Accounting
for Postretirement Benefits Other Than Pensions ("SFAS 106"), changing to the
accrual method of accounting for these benefits effective January 1, 1992. Prior
to 1992, postretirement benefit expenses were recognized on a pay-as-you-go
basis and were not material.
As permitted by SFAS 106, the Company elected to recognize in 1992 the
accumulated postretirement benefit obligation related to prior service costs.
The Company recorded this obligation of $64,856,000 ($37,411,000 after taxes or
$.48 per share) as the cumulative effect of an accounting change at January 1,
1992.
Net periodic postretirement cost was $12,419,000 and $10,809,000 in 1994 and
1993, respectively. The components of this cost are as follows:
- --------------------------------------------------------------------------------
Dollars in thousands 1994 1993
- --------------------------------------------------------------------------------
Service cost for benefits
earned during the period $4,629 $3,955
Interest cost on accumulated
postretirement benefit obligation 9,376 6,854
Net amortization and deferral (102) -
Curtailment gain (See Note 2) (1,484) -
- --------------------------------------------------------------------------------
Net periodic postretirement
benefit cost $12,419 $10,809
- --------------------------------------------------------------------------------
The Company's policy is to fund the above-mentioned payments as claims and
premiums are paid.
The following table sets forth the amounts included in Accrued Expenses and
Other Liabilities on the Consolidated Balance Sheets at December 31, 1994 and
1993, based on valuation dates of September 30 in each year.
- --------------------------------------------------------------------------------
Dollars in thousands
- --------------------------------------------------------------------------------
December 31 1994 1993
- --------------------------------------------------------------------------------
Accumulated postretirement benefit
obligation
Retirees $49,595 $53,677
Fully eligible active plan participants 26,894 28,450
Other active plan participants 45,017 51,522
- --------------------------------------------------------------------------------
Total 121,506 133,649
Unrecognized net gains 26,287 4,535
Fourth-quarter benefit
payments (1,035) (821)
- --------------------------------------------------------------------------------
Total accrued postretirement
benefit liability 146,758 137,363
Current portion included in
accrued expenses 4,400 4,040
- --------------------------------------------------------------------------------
Long-term accrued postretirement
benefit liability $142,358 $133,323
- --------------------------------------------------------------------------------
Subsequent to the measurement date, a plan amendment was adopted to reduce
benefits for participants retiring after January 1, 1995. The effect on the
accumulated postretirement benefit obligation is a reduction of $16,736,000.
This amount will be amortized over a period of approximately nine years.
For 1994, the accumulated postretirement benefit obligation was determined
using a discount rate of 8.25 percent, an estimated increase in compensation
levels of 5.5 percent and a health care cost trend rate of between 12.0 percent
and 10.0 percent in the first year grading down to 5.0 percent in the year 2008.
Increasing the assumed health care cost trend rates by one percentage point
in each year and holding all other assumptions constant would increase the
accumulated postretirement benefit obligation as of December 31, 1994 by
$16,833,000 and increase the net periodic postretirement benefit cost for 1994
by $2,297,000.
For 1993, the accumulated postretirement benefit obligation was determined
using a discount rate of 7.0 percent, an estimated increase in compensation
levels of 5.5 percent and a health care cost trend rate of between 13.0 percent
and 11.0 percent in the first year, grading down to 5.0 percent in the year
2008.
In connection with collective bargaining agreements, the Company contributes
to several welfare plans including a joint Company-union plan and a number of
joint industry-union plans. Contributions are determined as a function of hours
worked or period earnings. Portions of these contributions, which cannot be
disaggregated, related to postretirement benefits for plan participants. Total
contributions to these welfare funds were approximately $25,460,000 and
$18,000,000 in 1994 and 1993, respectively.
The Company also adopted SFAS No. 112 - Employers' Accounting for
Postemployment Benefits ("SFAS 112") as of the beginning of 1992. SFAS 112
requires that certain benefits provided to former or inactive employees, after
employment but before retirement, such as workers' compensation, disability
benefits and health care continuation coverage, be accrued if attributable to
employees' service already rendered. The cumulative effect on net income of this
change in accounting method resulted in a one-time charge of $16,365,000
($9,440,000 after taxes or $.12 per share) and has been reflected as of January
1, 1992.
F - 23
<PAGE>
- --------------------------------------------------------------------------------
11. EXECUTIVE AND NON-EMPLOYEE DIRECTORS'
INCENTIVE PLAN
Under the Company's 1991 Executive Stock Incentive Plan and 1991 Executive Cash
Bonus Plan (together the "1991 Executive Plans"), the Board of Directors may
authorize incentive compensation awards and grant stock options to key employees
of the Company. Awards may be granted in cash, restricted and unrestricted
shares of the Company's Class A Common Stock, Retirement Units or such other
forms as the Board of Directors deems appropriate. Under the 1991 Executive
Plans, stock options of up to 10,000,000 shares of Class A Common Stock may be
granted and stock awards of up to 1,000,000 shares of Class A Common Stock may
be made. In adopting the 1991 Executive Plans, shares previously available for
issuance of retirement units and stock options under prior plans are no longer
available for future awards.
Retirement Units are payable in Class A Common Stock over a period of 10
years following retirement.
Stock options currently outstanding were granted under the Company's 1984
Stock Option Plan and the 1991 Executive Plans. The Plans provide for granting
of both incentive and non-qualified stock options principally at an option
price per share of 100 percent of the fair market value of the Class A Common
Stock on the date of grant. These options have terms of five or ten years, and
become exercisable in annual periods ranging from one year to four years from
the date of grant. Payment upon exercise of an option may be made in cash,
with previously-acquired shares, with shares (valued at fair market value)
which would be otherwise issued on the exercise of the option or any combination
thereof.
Under the Company's Non-Employee Directors' Stock Option Plan (the
"Directors' Plan"), non-qualified options with ten-year terms are granted
annually to each non-employee director of the Company. Each annual grant allows
the director to purchase from the Company up to 1,000 shares of Class A Common
Stock at the fair market value of such shares at the date of grant. Options for
an aggregate of 250,000 shares of Class A Common Stock may be granted under the
Directors' Plan.
Outstanding stock options granted to key employees of The Globe to purchase
its Series A and/or Series B Common Stock prior to the merger have been
converted to stock options to purchase the Company's Class A Common Stock. The
former Globe stock options were converted at a ratio of 0.6 shares of Class A
Common for each share of Globe stock as determined by the merger agreement.
All of these stock options became exercisable as of the acquisition date.
Changes in stock options for each of the three years in the period ended
December 31, 1994 were as follows:
- ------------------------------------------------------------------------
Dollars in thousands Option Price
except per share data Shares Per Share ($) Total
- ------------------------------------------------------------------------
Options oustanding
January 1, 1992 4,335,508 5.76 to 38.87 $98,099
Granted 1,103,410 25.93 to 28.88 28,473
Exercised (466,320) 5.76 to 26.75 (7,900)
Terminations (91,982) 20.56 to 36.43 (2,737)
- ------------------------------------------------------------------------
Options outstanding
December 31, 1992 4,880,616 13.96 to 38.87 115,935
Granted 1,909,080 26.50 to 30.68 50,641
Globe stock option
conversion 958,654 6.89 to 22.50 14,381
Exercised (346,334) 6.89 to 26.75 (6,333)
Terminations (41,175) 20.00 to 36.43 (1,116)
- ------------------------------------------------------------------------
Options outstanding
December 31, 1993 7,360,841 6.89 to 38.87 173,508
Granted 2,426,376 22.56 to 26.18 54,807
Exercised (378,392) 6.89 to 26.75 (6,634)
Terminations (127,037) 11.45 to 36.43 (3,174)
- ------------------------------------------------------------------------
Options outstanding
outstanding
December 31, 1994 9,281,788 6.89 to 38.87 $218,507
- ------------------------------------------------------------------------
Options which became
exercisable during
1992 728,859 20.00 to 20.81 $14,588
1993 1,803,174 6.89 to 28.88 35,098
1994 761,221 20.00 to 30.68 19,021
- ------------------------------------------------------------------------
Options exercisable
at December 31,
1992 3,237,964 13.96 to 38.87 $76,678
1993 4,673,663 6.89 to 38.87 104,789
1994 4,953,313 6.89 to 38.87 114,260
- ------------------------------------------------------------------------
F - 24
<PAGE>
- --------------------------------------------------------------------------------
12. CAPITAL STOCK
The 5 1/2 percent cumulative prior preference stock, which is redeemable at the
option of the Company on 30-day's notice at par plus accrued dividends, is
entitled to an annual dividend of $5.50 payable quarterly.
The serial preferred stock is subordinate to the 5 1/2 percent cumulative
prior preference stock. The Board of Directors is authorized to set the
distinguishing characteristics of each series prior to issuance, including the
granting of limited or full voting rights; however, the consideration received
must be at least $100 per share. No shares of serial preferred stock have been
issued.
The 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 holders' option on a share-for-share basis into Class A
shares. As provided for in the Certificate of Incorporation, the Class A Common
Stock has limited voting rights, including the right to elect 30 percent of the
Board of Directors, and the Class A and Class B Common Stock have the right to
vote together on reservations of Company stock for stock options, on the
ratification of the selection of independent certified public accountants 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 voting power is vested solely and exclusively in the holders of the Class B
Common Stock.
At the April 1994 annual meeting of the Company's Class A and B Common
Stockholders, an amendment to the Employee Stock Purchase Plan was approved to
reserve an additional 6,000,000 shares of Class A Common Stock for sale under
the Plan.
At a special meeting of shareholders in September 1993, an amendment of the
Company's Restated Certificate of Incorporation was approved to increase the
total number of authorized shares of Class A Common Stock to 200,000,000 shares,
thereby increasing the Company's overall total number of authorized shares of
capital stock of The New York Times Company to 200,910,000 shares.
Under a stock repurchase program which commenced in June 1993 and expired at
the close of The Globe transaction on October 1, 1993, the Company repurchased
approximately 10,231,000 shares of its Class A Common Stock at an average price
of $24.87 per share.
The Company expended all of the $150,000,000 authorized under its previous
stock repurchase program announced in October 1993. In October 1994, the Company
announced authorized expenditures of up to $100,000,000 for repurchases of its
Class A Common Stock. Under the new program, purchases may be made from time to
time either in the open market or through private transactions. The number of
shares that may be purchased in market transactions may be limited as a result
of The Globe transaction. Purchases may be suspended from time to time or
discontinued. Under the two programs, the Company has repurchased approximately
10,074,000 shares of its Class A Common Stock at an average effective price of
$23.42 per share. Had the stock repurchases, under both programs, occurred as
of January 1, 1994, earnings per share for the year 1994 would have been $2.12.
In January 1995, the Company repurchased approximately 397,000 shares of its
Class A Common Stock at an average effective price of $22.32 per share under the
$100.0 million authorization. The Company has expended substantially all of this
authorization. In February 1995, the Company's Board of Directors authorized
additional expenditures of up to $50.0 million for repurchases of its Class A
Common Stock.
In addition to the Company's stock repurchase program, in 1994 the Company
sold equity put options in a series of private placements that entitle the
holder, upon exercise, to sell shares of Class A Common Stock to the Company at
a specified price. In 1994, put options for 1,210,000 shares were issued for
$1,189,000 in premiums which have been accounted for as additional capital. As
of December 31, 1994, put options of $2,660,000 included in other liabilities
for 120,000 shares remain outstanding at strike prices ranging from $21.88 to
$22.50 per share with exercise dates in March 1995. Premiums received on these
options reduced the average price of repurchased shares to $23.42 per share from
$23.53 per share.
Under the 1995 Offering of the Employee Stock Purchase Plan, eligible
employees may purchase Class A Common Stock through payroll deductions during
1995 at the lower of $19.23 per share (85 percent of the average market price on
November 1, 1994) or 85 percent of the average market price on December 28,
1995. Shares of Class A Common Stock reserved for issuance at December 31, 1994
and 1993 were as follows:
- --------------------------------------------------------------------------------
December 31 1994 1993
- --------------------------------------------------------------------------------
Retirement Units
Outstanding 221,021 216,806
Stock Awards
Available 973,844 993,359
Stock Options
Outstanding 9,281,788 7,360,841
Available 3,646,047 5,988,480
Employee Stock
Purchase Plan
Available 5,802,596 993,919
Voluntary Conversion of
Class B Common Stock
Available 570,121 571,624
- --------------------------------------------------------------------------------
Total 20,495,417 16,125,029
- --------------------------------------------------------------------------------
F - 25
<PAGE>
- --------------------------------------------------------------------------------
13. LEASE COMMITMENTS
OPERATING LEASES:
Such lease commitments are primarily for office space and equipment. Certain
office space leases provide for adjustments relating to changes in real estate
taxes and other operating expenses.
Rental expense amounted to $26,559,000 in 1994, $24,744,000 in 1993 and
$23,689,000 in 1992. The approximate minimum rental commitments under
noncancelable leases (exclusive of minimum sublease rentals of $878,000) at
December 31, 1994 were as follows: 1995, $15,711,000; 1996, $13,252,000; 1997,
$10,758,000; 1998, $9,066,000; 1999, $7,995,000 and $28,275,000 thereafter.
CAPITAL LEASES:
In 1993, the Company and The City of New York executed a long-term lease
agreement and related agreements, under which the Company is leasing City-owned
land to build a state-of-the-art printing and distribution facility for The
Times. Conditions stipulated under the lease were met in 1994 and, accordingly,
a capital lease of $5,000,000 was recorded at such time (see Note 8).
The Company also has a long-term lease for a building and site in Edison, New
Jersey. The lease provides the Company with certain early cancellation rights,
as well as renewal and purchase options. For financial reporting purposes, the
lease has been classified as a capital lease; accordingly, an asset of
approximately $57,000,000 (included in buildings, building equipment and
improvements at December 31, 1994 and 1993) has been recorded.
The following is a schedule of future minimum lease payments under all
capitalized leases together with the present value of the net minimum lease
payments as of December 31, 1994:
- --------------------------------------------------------------------------------
Dollars in thousands
- --------------------------------------------------------------------------------
Year Ended December 31 Amount
- --------------------------------------------------------------------------------
1995 $7,089
1996 6,838
1997 6,734
1998 7,018
1999 6,971
Later years 64,110
- --------------------------------------------------------------------------------
Total minimum lease payments 98,760
Less: amount representing interest 46,413
- --------------------------------------------------------------------------------
Present value of net minimum
lease payments including current
maturities of $2,681 $52,347
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
14. ACCOUNTING CHANGES
During 1992, the Company adopted three noncash accounting changes mandated by
the Financial Accounting Standards Board: SFAS No. 106-Employers' Accounting for
Postretirement Benefits Other Than Pensions (see Note 10), SFAS 109-Accounting
for Income Taxes (see Note 6) and SFAS 112-Employers' Accounting for
Postemployment Benefits (see Note 10).
The cumulative effect of adopting these accounting changes is as follows:
- --------------------------------------------------------------------------------
After-tax effects Earnings
(Dollars in thousands) per share
- --------------------------------------------------------------------------------
Postretirement Benefits $(37,411) $(.48)
Income Taxes 13,414 17
Postemployment Benefits (9,440) (.12)
-------- ------
Net charge $(33,437) $(.43)
========= ======
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
15. SEGMENTS
The Company's segment and related information is included on pages 2 and 3 of
this Appendix. The information for the years 1994, 1993 and 1992 appearing
therein is presented on a basis consistent with, and is an integral part of,
the consolidated financial statements. Revenues from individual customers,
revenues between business segments and revenues, operating profit and
identifiable assets of foreign operations are not significant.
- --------------------------------------------------------------------------------
16. CONTINGENT LIABILITIES
There are various legal actions that have arisen in the ordinary course of
business and are now pending against the Company. Such actions are usually for
amounts greatly in excess of the payments, if any, that may be required to be
made. It is the opinion of management after reviewing such actions with legal
counsel to the Company that the ultimate liability which might result from
such actions would not have a material adverse effect on the consolidated
financial statements.
- --------------------------------------------------------------------------------
17. RECLASSIFICATIONS
For comparability, certain 1992 and 1993 amounts have been reclassified to
conform with the 1994 presentation.
F - 26
<PAGE>
INDEPENDENT AUDITORS' REPORT
BOARD OF DIRECTORS AND STOCKHOLDERS OF
THE NEW YORK TIMES COMPANY:
We have audited the accompanying consolidated balance sheets of The New York
Times Company as of December 31, 1994 and 1993, and the related consolidated
statements of operations, stockholders' equity, and cash flows for each of the
three years in the period ended December 31, 1994. Our audits also include
the financial schedule listed in the Index at Item 14(a). These consolidated
financial statements and financial statement schedule are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these financial statements and financial statement schedule based on our
audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the consolidated financial statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in
all material respects, the financial position of The New York Times Company as
of December 31, 1994 and 1993, and the results of their operations and their
cash flows for each of the three years in the period ended December 31, 1994
in conformity with generally accepted accounting principles. Also, in our
opinion, such financial statement schedule, when considered in relation to the
basic consolidated financial statements taken as a whole, presents fairly in all
material respects the information set forth therein.
As discussed in notes 6, 10 and 14, the Company changed its methods of
accounting for income taxes, postretirement benefits other than pensions and
postemployment benefits effective January 1, 1992 to conform with Statements
of Financial Accounting Standards 109, 106 and 112.
Deloitte & Touche LLP
New York, New York
February 9, 1995
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 generally accepted accounting
principles and, as such, include amounts based on management's best estimates
and judgments.
Management is further responsible for maintaining a system of internal
accounting control, designed to provide reasonable assurance that the Company's
assets are adequately safeguarded and that the accounting records reflect
transactions executed in accordance with management's authorization. The
system of internal control is continually reviewed for its effectiveness and
is augmented by written policies and procedures, the careful selection and
training of qualified personnel and a program of internal audit.
The consolidated financial statements were audited by Deloitte & Touche
LLP, independent auditors. Their audit was conducted in accordance with
generally accepted auditing standards and their report is shown on this page.
The Audit Committee of the Board of Directors, which is composed solely
of independent directors, meets regularly with the independent auditors,
internal auditors and management to discuss specific accounting, financial
reporting and internal control matters. Both the independent auditors 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.
- --------------------------------------------------------------------------------
MARKET INFORMATION
- --------------------------------------------------------------------------------
The Class A Common Stock is listed on the American Stock Exchange. The Class B
convertible Common Stock and the 5 1/2 percent cumulative prior preference
stock are unlisted and are not actively traded. Dividends on the preference
stock were paid at the quarterly rate of $1.375 per share during each of the
two years.
The approximate number of security holders of record as of January 31,
1995 was as follows: Class A Common Stock: 17,678; Class B Common Stock: 44;
5 1/2 percent cumulative prior preference stock: 66.
The market price range of Class A Common Stock in 1994 and 1993 is as
follows:
- ------------------------------------------------------------------------
Quarter Ended 1994 1993
- ------------------------------------------------------------------------
High Low High Low
March 31 $29.50 $25.75 $31.25 $26.37
June 30 27.62 23.00 31.25 23.00
September 30 25.00 21.62 26.12 22.62
December 31 24.62 21.25 28.75 22.37
Year 29.50 21.25 31.25 22.37
- ------------------------------------------------------------------------
F - 27
<PAGE>
QUARTERLY INFORMATION
(Unaudited)
- --------------------------------------------------------------------------------
Dollars and shares in
millions First Quarter Second Quarter Third Quarter
except per share data 1994 1993 1994 1993 1994
- --------------------------------------------------------------------------------
Revenues $589.5 $454.5 $635.5 $483.6 $527.2
- --------------------------------------------------------------------------------
Costs and Expenses
Production costs:
Raw materials 78.4 63.7 80.4 67.5 66.0
Wages and benefits 132.1 101.2 133.7 100.1 129.8
Other 112.9 94.5 117.6 98.6 96.2
- --------------------------------------------------------------------------------
Total 323.4 259.4 331.7 266.2 292.0
Selling, general and
administrative
expenses 223.0 164.0 230.4 168.4 201.9
- --------------------------------------------------------------------------------
Total 546.4 423.4 562.1 434.6 493.9
- --------------------------------------------------------------------------------
Operating profit 43.1 31.1 73.4 49.0 33.3
Interest expense, net 8.7 5.2 8.0 5.2 6.2
Net gain (loss) on
dispositions - - - - 204.0
Income taxes 16.7 12.9 31.4 20.9 112.0
- --------------------------------------------------------------------------------
Income (Loss) before
equity in operations of
forest products group 17.7 13.0 34.0 22.9 119.1
Equity in operations of
forest products group - (2.1) 0.3 (0.5) 1.5
- --------------------------------------------------------------------------------
Net income (loss) $17.7 $10.9 $34.3 $22.4 $120.6
- --------------------------------------------------------------------------------
Average number of common
shares outstanding 106.9 79.9 106.3 79.7 104.3
Per share of common
stock
Net income (loss) $.17 $.14 $.32 $.28 $1.16
Dividends .14 .14 .14 .14 .14
- --------------------------------------------------------------------------------
QUARTERLY INFORMATION
(Unaudited)
- --------------------------------------------------------------------------------
Dollars and shares in
millions Third Quarter Fourth Quarter Year
except per share data 1993 1994 1993 1994 1993
- --------------------------------------------------------------------------------
Revenues $ $445.6 $605.4 $636.0 $2,357.6 $2,019.7
- --------------------------------------------------------------------------------
Costs and Expenses
Production costs:
Raw materials 64.2 79.6 85.1 304.4 280.5
Wages and benefits 99.8 134.1 136.4 529.7 437.5
Other 102.9 102.0 122.6 428.7 418.6
- --------------------------------------------------------------------------------
Total 266.9 315.7 344.1 1,262.8 1,136.6
Selling, general and
administrative
expenses 166.5 228.3 257.6 883.6 756.5
- --------------------------------------------------------------------------------
Total 433.4 544.0 601.7 2,146.4 1,893.1
- --------------------------------------------------------------------------------
Operating profit 12.2 61.4 34.3 211.2 126.6
Interest expense, net 6.6 5.3 8.4 28.2 25.4
Net gain (loss) on
dispositions - (3.1) - 200.9 -
Income taxes 6.5 13.8 2.9 173.9 43.2
- --------------------------------------------------------------------------------
Income (Loss) before
equity in operations of
forest products group (0.9) 39.2 23.0 210.0 58.0
Equity in operations of
forest products group (2.1) 1.5 (47.2) 3.3 (51.9)
- --------------------------------------------------------------------------------
Net income (loss) $(3.0) $40.7 $(24.2) $213.3 $6.1
- --------------------------------------------------------------------------------
Average number of common
shares outstanding 72.4 98.8 106.0 104.1 84.5
Per share of common
stock
Net income (loss) $(.04) $.41 $(.23) $2.05 $.07
Dividends .14 .14 .14 .56 .56
- --------------------------------------------------------------------------------
The 1994 and 1993 quarters do not 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. Per share amounts for the
respective quarters and years have been computed using the average number of
common shares outstanding as presented in the table above.
Annual and quarterly per share amounts are affected by the timing of share
issuances and repurchases. During the second half of 1993, 10.3 million shares
of Class A Common Stock were repurchased for approximately $255.2 million. On
October 1, 1993, 36.4 million shares were issued in connection with the
acquisition of The Globe. During 1994, approximately $235.2 million was expended
to repurchase 10.0 million shares.
The Company's largest source of revenues is advertising, which influences the
pattern of the Company's quarterly consolidated revenues and is seasonal in
nature. Traditionally, second-quarter and fourth-quarter advertising volume is
higher than that in the first quarter. Advertising volume tends to be lower in
the third quarter primarily because of the summer slow-down in many areas of
economic activity. Quarterly trends are also affected by the overall economy and
economic conditions that may exist in specific markets served by each of the
Company's business segments.
Third-quarter 1994 includes a $204.0 million pre-tax gain ($.99 per share)
from the sales of the Women's Magazines Division and U.K. golf publications.
Fourth-quarter 1994 includes a $3.1 million loss ($.02 per share) on the
disposition of Gaspesia.
First-quarter 1993 was negatively affected by $3.7 million pre-tax ($.02 per
share) rate adjustments due to a severe snowstorm.
Third-quarter 1993 includes $4.4 million ($.05 per share) of additional
income tax expense due to the enactment of the Tax Act.
Fourth-quarter 1993 includes a $2.6 million pre-tax gain ($.02 per share) on
the sale of assets.
Fourth-quarter 1993 includes $35.4 million of pre-tax charges ($.19 per
share) for severance and related costs for staff reductions at The Times.
Fourth-quarter 1993 includes an after-tax noncash charge to equity in
operations of $47.0 million ($.44 per share) to write down its investment in
Gaspesia to its net realizable value.
F - 28
<PAGE>
TEN-YEAR SUPPLEMENTAL
FINANCIAL DATA
- --------------------------------------------------------------------------------
Dollars and shares in
millions Year Ended December 31
except per share data 1994 1993 1992 1991 1990
- --------------------------------------------------------------------------------
Revenues and Income
Revenues $2,358 $2,020 $1,774 $1,703 $1,777
- --------------------------------------------------------------------------------
Operating Profit 211 127 88 94 130
- --------------------------------------------------------------------------------
Income (Loss) from
continuing operations
before equity in
forest products group 210 58 (2) 41 61
Equity in operations of
forest products group 3 (52) (9) 6 4
- --------------------------------------------------------------------------------
Income (Loss) from
continuing operations 213 6 (11) 47 65
Discontinued operations - - - - -
Net cumulative effect of
accounting changes - - (34) - -
- --------------------------------------------------------------------------------
Net income (loss) 213 6 (45) 47 65
- --------------------------------------------------------------------------------
Balance Sheet
Total assets 3,138 3,215 1,995 2,128 2,150
Long-term debt
and capital lease
obligations 523 460 207 213 319
Common stockholders'
equity 1,544 1,599 1,000 1,073 1,056
- --------------------------------------------------------------------------------
Per share of Common Stock
Continuing operations 2.05 .07 (.14) .61 .85
Discontinued operations - - - - -
Net cumulative effect of
accounting changes - - (.43) - -
Net income (loss) 2.05 .07 (.57) .61 .85
Dividends .56 .56 .56 .56 .54
Common stockholders'
equity (end of year) 15.71 14.96 12.54 13.70 13.68
- --------------------------------------------------------------------------------
Shares Outstanding
(end of year)
Class A and Class B
Common 98.2 106.9 79.7 78.4 77.2
- --------------------------------------------------------------------------------
Market Price
(end of year) 22.12 26.25 26.37 23.62 20.62
- --------------------------------------------------------------------------------
TEN-YEAR SUPPLEMENTAL
FINANCIAL DATA
- -------------------------------------------------------------------------
Dollars and shares in Year Ended December 31
millions
except per share data 1989 1988 1987 1986 1985
- -------------------------------------------------------------------------
Revenues and Income
Revenues $1,769 $1,700 $1,642 $1,524 $1,358
- -------------------------------------------------------------------------
Operating Profit 169 251 284 266 210
- -------------------------------------------------------------------------
Income (Loss) from
continuing operations
before equity in
forest products group 84 132 138 110 93
Equity in operations of
forest products group (16) 29 18 20 21
- -------------------------------------------------------------------------
Income (Loss) from
continuing operations 68 161 156 130 114
Discontinued operations 199 7 4 2 2
Net cumulative effect of
accounting changes - - - - -
- -------------------------------------------------------------------------
Net income (loss) 267 168 160 132 116
- -------------------------------------------------------------------------
Balance Sheet
Total assets 2,188 1,915 1,712 1,405 1,296
Long-term debt
and capital lease
obligations 337 378 391 217 274
Common stockholders'
equity 1,064 873 823 705 586
- -------------------------------------------------------------------------
Per share of Common Stock
Continuing operations .87 2.00 1.91 1.60 1.43
Discontinued operations 2.52 .08 .05 .03 .02
Net cumulative effect of
accounting changes - - - - -
Net income (loss) 3.39 2.08 1.96 1.63 1.45
Dividends .50 .46 .40 .33 .29
Common stockholders'
equity (end of year) 13.63 11.02 10.04 8.59 7.24
- -------------------------------------------------------------------------
Shares Outstanding
(end of year)
Class A and Class B
Common 78.1 79.2 82.0 82.0 80.9
- -------------------------------------------------------------------------
Market Price
(end of year) 26.37 26.87 31.00 35.50 24.50
- -------------------------------------------------------------------------
1994 - Results include a net pre-tax gain of $200.9 million ($.99 per share) on
the sale of the Women's Magazines Division and U.K. golf publications and the
disposition of Gaspesia.
1993 - Results included pre-tax $3.7 million ($.02 per
share) rate adjustments due to a severe snowstorm.
Results included $4.4 million ($.05 per share) of additional tax expense for
remeasurement of deferred tax balances due to the enactment of the Tax Act.
Results included $1.2 million ($.02 per share) of additional tax expense due
to the Tax Act which increased the federal corporate income tax rate.
Results included a $2.6 million pre-tax gain ($.02 per share) on the sale of
assets.
Results included $35.4 million of pre-tax charges ($.23 per share) for
staff reductions at The Times.
Results included an after-tax noncash charge of $47.0 million ($.56 per
share) against equity in operations to write down the Company's investment in
Gaspesia to its net realizable value.
1992 - Results included a $53.8 million pre-tax loss ($.47 per share) on the
closing of The Gwinnett (Ga.) Daily News.
Results included a $3.1 million pre-tax gain ($.02 per share) from the sales
of assets.
Results included a $28.0 million pre-tax charge ($.20 per share) for
voluntary union staff reductions at The Times.
Results included $21.4 million pre-tax ($.15 per share) for labor disruptions
and training and start-up costs at Edison.
1991 - Results included a $20.0 million pre-tax charge ($.15 per share) for
voluntary union staff reductions at The Times.
Results included the reversal of a provision for income taxes of $10.0
million ($.13 per share) for a favorable tax settlement.
1989 - Results included an after-tax gain of $193.3 million ($2.46 per
share) from the sale of the Company's cable television operations. The gain
and results of operations through the 1989 sale date are included as
discontinued operations.
Results included a $30.0 million pre-tax charge ($.22 per share) for
voluntary union staff reductions at The Times.
Results included an after-tax charge of $27.2 million ($.35 per share) for a
valuation reserve against the Company's investment in the Forest Products Group.
1986 - Results included an interest charge of $8.5 million ($.05 per share)
which relates to a court decision arising from the Company's 1981 acquisition of
two cable television systems.
1985 - Results included a $2.8 million gain ($.03 per share) from the sale
of property. The Company acquired five newspapers and two television stations
for $389.6 million.
F - 29
<PAGE>
SCHEDULE II
THE NEW YORK TIMES COMPANY
VALUATION AND QUALIFYING ACCOUNTS
FOR THE THREE YEARS ENDED DECEMBER 31, 1994
- --------------------------------------------------------------------------------
Column A Column B Column C Column D Column E
- --------------------------------------------------------------------------------
Deduc-
tions
Additions for
charged purposes
Balance to costs for
at and which Balance
beginning expenses accounts at end
of or were set of
Description period revenues up period
- --------------------------------------------------------------------------------
Dollars in thousands
YEAR ENDED DECEMBER 31, 1994
Deducted from assets to which they
apply
Uncollectible accounts......... $17,108 $23,134 $17,974 $22,268
Returns and allowances, etc.... 26,399 44,562 65,072 5,889
------- -------- -------- -------
Total...................... $43,507 $67,696 $83,046 $28,157
======= ======== ======== =======
YEAR ENDED DECEMBER 31, 1993
Deducted from assets to which they
apply
Uncollectible accounts......... $12,809 $18,495 $14,196 $17,108
Returns and allowances, etc.... 20,491 71,657 65,749 26,399
------- -------- -------- -------
Total...................... $33,300 $90,152 $79,945 $43,507
======= ======== ======== =======
YEAR ENDED DECEMBER 31, 1992
Deducted from assets to which they
apply
Uncollectible accounts......... $13,020 $14,848 $15,059 $12,809
Returns and allowances, etc.... 17,621 61,154 58,284 20,491
------- -------- -------- -------
Total...................... $30,641 $76,002 $73,343 $33,300
======= ======== ======== =======
S-1
<PAGE>
Exhibit Index
-------------
(2.1) Agreement and Plan of Merger dated as of June 11, 1993, as
amended by the First Amendment dated as of August 12, 1993, by and among
the Company, Sphere, Inc. and Affiliated Publications, Inc. (filed as
Exhibit 2 to the Form S-4 Registration Statement, Registration No.
33-50043, on August 23, 1993, and included as Annex I to the Joint Proxy
Statement/Prospectus included in such Registration Statement (schedules
omitted--the Company agrees to furnish a copy of any schedule to the
Commission upon request), and incorporated by reference herein).
(2.2) Stockholders Agreement dated as of June 11, 1993, by and
between the Company and the other parties signatory thereto (filed as
Exhibit 2.1 to the Form S-4 Registration Statement, Registration No.
33-50043, on August 23, 1993, and included as Annex II to the Joint Proxy
Statement/Prospectus included in such Registration Statement, and
incorporated by reference herein).
(2.3) Asset Purchase Agreement between the Company, The Family
Circle, Inc., Retail Magazines Marketing Company, Inc. and Gruner + Jahr
Printing and Publishing Co., dated as of June 17, 1994 (filed as an
Exhibit to the Company's Form 10-Q dated August 10, 1994, (Exhibits
omitted - The Company agrees to furnish a copy of any exhibit to the
Commission upon request), and incorporated by reference herein).
(2.4) Fulfillment Agreement between the Company, The Family Circle,
Inc. and Gruner + Jahr Printing and Publishing Co., dated as of July 26,
1994 (filed as an Exhibit to the Company's Form 10-Q dated August 10,
1994, and incorporated by reference herein).
(3.1) Certificate of Incorporation as amended by the Class A and
Class B stockholders and as restated on September 29, 1993 (filed as an
Exhibit to the Company's Form 10-K dated March 21, 1994, and incorporated
by reference herein).
(3.2) By-laws as amended through February 17, 1994 (filed as an
Exhibit to the Company's Form 10-K dated March 21, 1994, 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.
(9.1) Globe Voting Trust Agreement, dated as of October 1, 1993
(filed as an Exhibit to the Company's Form 10-K dated March 21, 1994, and
incorporated by reference herein).
(9.2) Jordan Voting Trust Agreement, dated as of January 29, 1987, as
amended through May 15, 1987 (filed as Exhibit 9.2 to API's Form 10-K for
fiscal year ended December 31, 1989, and incorporated by reference
herein).
(10.1) The Company's Executive Incentive Compensation Plan as amended
through December 20, 1990 (filed as an Exhibit to the Company's Form 10-K
dated March 1, 1991, and incorporated by reference herein).
(10.2) The Company's 1991 Executive Stock Incentive Plan, as amended
through December 15, 1994.
(10.3) The Company's 1991 Executive Cash Bonus Plan, adopted on April
16, 1991 (filed as an Exhibit to the Company's Proxy Statement dated
March 1, 1991, and incorporated by reference herein).
(10.4) The Company's Non-Employee Directors' Stock Option Plan,
adopted on April 16, 1991 (filed as an Exhibit to the Company's Proxy
Statement dated March 1, 1991, and incorporated by reference herein).
(10.5) The Company's Supplemental Executive Retirement Plan as
amended through May 5, 1989 (filed as an Exhibit to the Company's Form
10-K dated March 29, 1990, and incorporated by reference herein).
(10.6) Lease (short form) between the Company and Z Edison Limited
Partnership dated April 8, 1987 (filed as an Exhibit to the Company's
Form 10-K dated March 27, 1988, and incorporated by reference herein).
(10.7) Agreement of Lease, dated as of December 15, 1993, between The
City of New York, Landlord, and the Company, Tenant (as successor to New
York City Economic Development Corporation (the "EDC"), pursuant to an
Assignment and Assumption of Lease With Consent, made as of December 15,
1993, between the EDC, as Assignor, to the Company, as Assignee) (filed
as an Exhibit to the Company's Form 10-K dated March 21, 1994, and
incorporated by reference herein).
(10.8) Funding Agreement #1, dated as of December 15, 1993, between
the EDC and the Company (filed as an Exhibit to the Company's Form 10-K
dated March 21, 1994, and incorporated by reference herein).
(10.9) Funding Agreement #2, dated as of December 15, 1993, between
the EDC and the Company (filed as an Exhibit to the Company's Form 10-K
dated March 21, 1994, and incorporated by reference herein).
(10.10) Funding Agreement #3, dated as of December 15, 1993, between
the EDC and the Company (filed as an Exhibit to the Company's Form 10-K
dated March 21, 1994, and incorporated by reference herein).
(10.11) Funding Agreement #4, dated as of December 15, 1993, between
the EDC and the Company (filed as an Exhibit to the Company's Form 10-K
dated March 21, 1994, and incorporated by reference herein).
(10.12) New York City Public Utility Service Power Service Agreement,
made as of May 3, 1993, between The City of New York, acting by and
through its Public Utility Service, and The New York Times Newspaper
Division of the Company (filed as an Exhibit to the Company's Form 10-K
dated March 21, 1994, and incorporated by reference herein).
(10.13) Employment Agreement, dated May 19, 1993, between API, Globe
Newspaper Company and William O. Taylor (filed as an Exhibit to the
Company's Form 10-K dated March 21, 1994, and incorporated by reference
herein).
(10.14) API's 1989 Stock Option Plan (filed as Annex F-1 to API's
Proxy Statement-Joint Prospectus, dated as of April 28, 1989, contained
in API's Registration Statement on Form S-4 (Registration Statement No.
33-28373) declared effective April 28, 1989, and incorporated by
reference herein).
(10.15) API's Supplemental Executive Retirement Plan, as amended
effective September 15, 1993 (filed as an Exhibit to the Company's Form
10-K dated March 21, 1994, and incorporated by reference herein).
(10.16) API's 1990 Stock Option Plan (Restated 1991) (filed as
Exhibit 1 to API's Quarterly Report on Form 10-Q for the Quarter ended
June 30, 1991 (Commission File No. 1-10251), and incorporated by
reference herein).
(10.17) Form of Substituted Stock Option Agreement/Incentive 86 among
API, its predecessor company and certain employees (filed as Exhibit
10.27 to Post-Effective Amendment No. 1 filed August 11, 1989, to API's
Registration Statement on Form S-4 (Registration Statement No. 33-28373)
declared effective April 28, 1989, and incorporated by reference herein).
(10.18) Form of Substituted Stock Option Agreement/Incentive 87 among
API, its predecessor company and certain employees (filed as Exhibit
10.29 to Post-Effective Amendment No. 1 filed August 11, 1989, to API's
Registration Statement on Form S-4 (Registration Statement No. 33-28373)
declared effective April 28, 1989, and incorporated by reference herein).
(10.19) Form of Substituted Stock Option Agreement/Incentive 88 among
API, its predecessor company and certain employees (filed as Exhibit
10.31 to Post-Effective Amendment No. 1 filed August 11, 1989, to API's
Registration Statement on Form S-4 (Registration Statement No. 33-28373)
declared effective April 28, 1989, and incorporated by reference herein).
(21) Subsidiaries of the Company
(23) Consent of Deloitte & Touche LLP
(27) Financial Data Schedule
The New York Times Company
1991 EXECUTIVE STOCK INCENTIVE PLAN
As approved by Class A and Class B Shareholders on April 16, 1991
As amended by the Board of Directors on December 15, 1994
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[New York Times Logo]
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THE NEW YORK TIMES COMPANY
1991 EXECUTIVE STOCK INCENTIVE PLAN
1. NAME AND GENERAL PURPOSE
The name of this plan is The New York Times Company 1991 Executive Stock
Incentive Plan (hereinafter called the "Plan"). The purpose of the Plan is to
enable the Company (as hereinafter defined) to retain and attract executives who
enhance its tradition and contribute to its success by their ability, ingenuity
and industry, and to enable them to participate in the long-term success and
growth of the Company.
2. DEFINITIONS
(a) "Awards"--has the meaning specified in Section 12 hereof.
(b) "Board"--means the Board of Directors of the Company.
(c) "Cash Plan"--means the Company's 1991 Executive Cash Bonus Plan.
(d) "Code"--means the Internal Revenue Code of 1986, as amended.
(e) "Committee"--means the Committee referred to in Section 3 of the Plan.
If at any time no Committee shall be in office then the functions of the
Committee specified in the Plan shall be exercised by those members of the Board
who are Disinterested Persons.
(f) "Common Stock"--means shares of the Class A Common Stock of the Company.
(g) "Company"--means The New York Times Company, a corporation organized
under the laws of the State of New York (or any successor corporation), and its
subsidiaries (as hereinafter defined) and other non-corporate entities in which
it owns directly or indirectly 40% or more of the equity interests. A
"subsidiary" means any corporation in which the Company possesses directly or
indirectly 50% or more of the combined voting power of all classes of stock.
(h) "Consolidated Statement of Income"--means the consolidated statement of
income (or any comparable statement, however designated) of the Company, audited
by the independent certified public accountants of the Company and contained in
the Company's annual report to stockholders or proxy statement.
(i) "Disability"--means total disability as defined under the Company's long
term disability plan, whether or not the Participant is covered by such plan, as
determined by the Committee.
(j) "Disinterested Person"--means any Director of the Company who at the
time of acting is a "disinterested person" under Rule 16b-3 or any successor
rule ("Rule 16b-3") under the Securities Exchange Act of 1934, as amended (the
"Exchange Act").
(k) "Equity in Operations of Forest Products Group"--means the amount
designated as Equity in Operations of the Forest Products Group for the
applicable year and shown separately in the Consolidated Statement of Income for
such year.
(l) "Fair Market Value"--means the arithmetic mean of the highest and lowest
sales prices of the Common Stock as reported in the Consolidated Transactions of
the American Stock Exchange ("AMSE") (or such other national securities exchange
on which the Common Stock may be listed at the time of determination, and if the
Common Stock is listed on more than one exchange, then on the one located in New
York or if the Common Stock is listed only on the National Association of
Securities Dealers Automated Quotations System ("NASDAQ"), then on such system)
on the date of the grant or other date on which the Common Stock is to be valued
hereunder. If no sale shall have been made on the AMSE, such other exchange or
the NASDAQ on such date or if the Common Stock is not then listed on
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any exchange or on the NASDAQ, Fair Market Value shall be determined by the
Committee in accordance with Treasury Regulations applicable to incentive stock
options.
(m) "Participant"--means a key employee of the Company who is selected by
the Committee to participate in any one or more parts of the Plan from among
persons who in the judgment of the Committee are key employees of the Company.
In general, key employees are those employees who have principal responsibility
for, or who contribute substantially to, the management efficiency, editorial
achievement or financial success of the Company.
(n) "Pre-Tax Income"--means income before income taxes and Equity in
Operations of Forest Products Group, as shown in the Consolidated Statement of
Income for the applicable year, but before the amount of any provision for
Awards under the Plan and awards under the Cash Plan for such year.
(o) "Retirement"--means retirement as defined by the terms of "The New York
Times Companies Pension Plan" which became effective December 31, 1988, or any
successor retirement plan, whether or not the Participant is a member of such
retirement plan, and, in the case of employees of Affiliated Publications, Inc.,
or any subsidiary thereof, who are not subject to the reporting requirements of
Section 16 of the Exchange Act with respect to Common Stock and who retire under
the terms of the Globe Newspaper Company Retirement Plan, which became effective
January 1, 1994 (the "Globe Pension Plan") or any successor retirement plan,
"Retirement" shall also mean retirement as defined by the terms of the Globe
Pension Plan or any successor plan.
3. ADMINISTRATION OF THE PLAN
The Plan shall be administered by the Board or the Committee appointed by it
and composed of two or more directors all of whom shall be Disinterested
Persons. The membership of the Committee shall be constituted so as to comply at
all times with the applicable requirements of Rule 16b-3. The Committee shall
serve at the pleasure of the Board and shall have such powers as the Board may
from time to time confer upon it.
4. OPTIONS AND AWARDS UNDER THE PLAN
Options, which include "Non-Qualified Options" and "Incentive Stock Options"
or combinations thereof, are rights to purchase Common Stock of the Company.
Non-Qualified Options and Incentive Stock Options are subject to the terms,
conditions and restrictions provided in Part I of the Plan.
Awards under the Plan may include one or more of the following types, either
alone or in any combination thereof: (i) "Stock Awards," (ii) "Restricted Stock
Awards," (iii) "Retirement Unit Awards," and (iv) "Performance Awards" or "Other
Awards."
Stock Awards are granted under Part IIA of the Plan. Restricted Stock Awards
are granted under Part IIB of the Plan. Retirement Unit Awards are granted under
Part IIC of the Plan. Performance Awards or Other Awards are granted under Part
IID of the Plan. Awards are subject to the terms, conditions and restrictions
provided in the respective subparts of Part II of the Plan.
PART I STOCK OPTIONS.
5. PURPOSE
The purpose of the Stock Option portion of the Plan is to provide an added
incentive for effective service and high levels of performance to participating
key employees of the Company by affording them an opportunity, under the terms
of the Plan, to acquire Common Stock and thereby to increase their proprietary
interest in the continued progress and success of the Company.
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6. DETERMINATION OF OPTIONEES; SHARES SUBJECT TO OPTIONS
(a) The Committee may grant options to purchase Common Stock ("Options") to
key employees of the Company in such amounts as the Committee may determine,
subject to the conditions and limitations set forth in the Plan. Options may be
granted in combination with Awards made under the Plan, and Options may be
granted to any Participant whether or not he or she was eligible for, or
received, an Award.
(b) There may be issued under the Plan pursuant to the exercise of Options,
an aggregate of not more than 10,000,000 shares of Common Stock, subject to
adjustment as provided in Sections 28 and 29 hereof. Shares of Common Stock
issued pursuant to Options may be either authorized but unissued shares,
treasury shares, reacquired shares, or any combination thereof. Any shares
subject to an Option which expires without being exercised shall be available
for issuance under new Options.
7. OPTION PRICE
The exercise price of Common Stock subject to Options granted pursuant to
the Plan shall be the Fair Market Value thereof at the time the Option is
granted. If a Participant owns or is deemed to be the owner of, by reason of the
attribution rules under Section 425(d) of the Code, more than 10% of the
combined voting power of all classes of the stock of the Company or any
subsidiary of the Company and an Option granted to such Participant is intended
to qualify as an Incentive Stock Option within the meaning of Section 422 of the
Code, the option price shall be no less than 110% of the Fair Market Value of
the Common Stock on the date the Option is granted.
8. PAYMENT OF OPTION PRICE
The purchase price is to be paid in full when the Option is exercised and
stock certificates will be delivered only against such payment. Such purchase
price may be paid in such form as the Committee may determine. Payment of the
option price may be made (i) in cash, (ii) by delivering a properly executed
exercise notice to the Company together with a copy of irrevocable instructions
to a broker to deliver promptly to the Company the amount of sale or loan
proceeds to pay the purchase price, (iii) by delivering to the Company shares of
Common Stock previously owned, (iv) by electing to have the Company retain
Common Stock which would be otherwise issued on exercise of the Option, or (v)
any combination of the foregoing forms, all subject to the approval of the
Committee and to such rules as the Committee may adopt. In determining the
number of shares of Common Stock necessary to be delivered to or retained by the
Company, such Common Stock shall be valued at Fair Market Value.
9. TYPES OF STOCK OPTIONS
(a) Options granted under the Plan may be two types, an incentive stock
option ("Incentive Stock Option") and a non-qualified stock option
("Non-Qualified Option"). It is intended that Incentive Stock Options granted
hereunder shall constitute incentive stock options within the meaning of Section
422 of the Code. Anything in the Plan to the contrary notwithstanding, (i) no
provision of this Plan relating to Incentive Stock Options shall be interpreted,
amended or altered, nor shall any discretion or authority granted under the Plan
be so exercised, so as to disqualify either the Plan or any Incentive Stock
Option granted under such provisions of the Code, and (ii) no Option designated
by the Committee as a Non-Qualified Option shall constitute an Incentive Stock
Option. In furtherance of the foregoing and not by way of limitation, no
Incentive Stock Option shall be granted to a Participant who is not an employee
of The New York Times Company or one of its subsidiaries.
(b) If the aggregate Fair Market Value of the Common Stock (determined as of
the date of grant) for which any optionee may for the first time exercise
Incentive Stock Options in any calendar year under the Plan and any other stock
option plan of the Company, considered in the aggregate, exceeds $100,000, such
excess Incentive Stock Options will be treated as Non-Qualified Options.
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10. TERMS OF STOCK OPTIONS
(a) Each Option will be for a term of not more than ten years from the date
of grant, except that if a Participant owns or is deemed to be the owner of, by
reason of the attribution rules of Section 425(d) of the Code, more than 10% of
the combined voting power of all classes of stock of the Company or any
subsidiary of the Company and an Incentive Stock Option is granted to such
Participant, the term of such Option shall be no more than five years from the
date of grant.
(b) An Option may not be exercised within one year after the date of grant
except in the case of the death of the optionee or upon termination of active
employment with the Company by reason of the Disability or Retirement of the
optionee during such period (but subject to the provisions of Section 18 hereof
with respect to any optionee subject to the reporting requirements of Section 16
of the Exchange Act). Thereafter, an Option shall be exercisable in such
installments, if any, as the Committee may specify, and shall be exercisable
during the optionee's lifetime only by the optionee (or, if the optionee is
disabled, by any guardian or other legal representative appointed to represent
him or her) and, except as provided in subsections (c) and (d) below, shall not
be exercisable by the optionee unless at the time of exercise such optionee is
an employee of the Company.
(c) Upon termination of active employment with the Company by reason of
Disability or Retirement, an optionee (or, if the optionee is disabled, any
guardian or legal representative appointed to represent him or her) may exercise
all Options otherwise exercisable by him or her at the time of such termination
of employment (subject to the provisions of subsection (e) below) until the
expiration thereof. In the event an optionee dies while employed by the Company
or after termination of employment by reason of Disability or Retirement, the
person who acquired the right to exercise his or her Options by reason of the
death of the optionee, as provided in Section 30 hereof, may exercise such
Options otherwise exercisable at the time of death (subject to the provisions of
subsection (e) below) at any time until the expiration thereof.
(d) Upon termination of employment with the Company for any reason other
than death, Retirement or Disability, the optionee may exercise all Options
otherwise exercisable by him or her at the time of such termination of
employment for an additional one year after such termination of employment. In
the event such optionee dies within such one- year period, the person who
acquired the right to exercise his or her Options by reason of the death of the
optionee, as provided in Section 30 hereof, may exercise such Options at any
time within the period of the greater of (i) the remainder of the one-year
period described in the foregoing sentence, or (ii) three months from the date
of the optionee's death. For purposes of this Section 10(d), in the event that
any optionee, who is not subject to the reporting requirements of Section 16 of
the Exchange Act with respect to Common Stock, is rehired by the Company within
one year of such optionee's termination of employment with the Company, such
optionee shall be deemed not to have terminated employment for purposes of
determining the expiration date of all unexpired non-qualified stock options
held by such individual on the date of rehire, with the effect that such options
shall continue to be exercisable at any time until the expiration thereof
(subject to the terms thereof and the provisions of this Section 10).
(e) Notwithstanding any of the foregoing, no Option shall be exercisable in
whole or in part after the expiration date provided in the Option. In the event
of the death of the optionee while employed by the Company, or the Disability or
Retirement of the optionee, the Committee shall have the discretion to provide
for the acceleration of the exercisability of Options exercisable over a period
of time, or alternatively, to provide for all or any part of such Options to
continue to become exercisable in such installments as originally specified by
the Committee, or such revised installments as specified by the Committee at the
time of termination of employment (but in no event beyond the original
expiration date), in either case subject to such conditions as determined by the
Committee in its discretion (but in all cases subject to the provisions of
Section 18 hereof with respect to any optionee subject to the reporting
requirements of Section 16 of the Exchange Act). No Option shall be transferable
otherwise than by will or by the laws of descent and distribution.
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11. OPTION AGREEMENTS
In consideration of any Options granted to a Participant under the Plan,
such Participant shall enter into an Option Agreement with the Company
providing, in addition to such other terms as the Committee may deem advisable,
that the optionee must remain in the employ of the Company for one year before
such optionee will be entitled to exercise the Option, except as provided in
Section 10 hereof with respect to death, Disability and Retirement, and
specifying the installments, if any, in which such Option shall become
exercisable.
PART II AWARDS.
12. FORM OF AWARDS
The Award portion of the Plan is designed to provide incentives for key
employees of the Company by the making of awards of supplemental compensation
("Awards"). The Committee, subject to the terms and conditions hereof, may make
Awards to a Participant in any one, or in any combination, of the following
forms:
(a) Common Stock as provided in Part IIA of the Plan ("Stock Awards");
(b) Restricted Stock as provided in Part IIB of the Plan ("Restricted
Stock Awards");
(c) Retirement Units as provided in Part IIC of the Plan ("Retirement
Unit Awards"); and
(d) Performance Awards ("Performance Awards") or other forms of Awards
("Other Awards") as provided in Part IID of the Plan.
Awards may be made to a Participant whether or not he or she is receiving an
Option grant under Part I of the Plan for the year and whether or not he or she
receives an award under the Cash Plan.
Awards will be based on a Participant's performance in those areas for which
the Participant is directly responsible. Performance for this purpose may be
measured by the achievement of specific management goals such as, but not
limited to, an increase in earnings or the operating cash flow of the Company,
outstanding initiative or achievement in any department of the Company, or any
other standards specified by the Committee.
13. MAXIMUM AMOUNT AVAILABLE FOR THE ACCRUAL OF AWARDS UNDER PART II OF THE PLAN
FOR ANY YEAR
(a) No accrual for Awards shall be made hereunder (or under the Cash Plan)
for any year unless cash dividends of not less than ten cents ($.10) per share
(subject to adjustment as provided in Sections 28 and 29 hereof) have been
declared on the outstanding Class A and Class B Common Stock of the Company
during such year.
(b) In the event that the above condition is met for any year during the
continuance of this Plan, the maximum aggregate amount that may be accrued for
Awards under the Plan and the Cash Plan for such year shall be 4% of the sum of:
(1) Pre-Tax Income plus (2) Equity in Operations of Forest Products Group. The
Committee, in its sole discretion, may make adjustments in Pre-Tax Income and
Equity in Operations of Forest Products Group to take account of extraordinary,
unusual or infrequently occurring events and transactions, changes in accounting
principles that substantially affect the foregoing, or such other circumstances
as the Committee may determine warrant such adjustment.
(c) As soon as feasible after the close of each year, the independent
certified public accountants of the Company shall report the maximum amount that
may be accrued for Awards for such year under the formula described in Section
13(b), subject to the second sentence of such Section.
(d) If amounts are accrued in any year under the formula described in this
Section 13 and are not awarded in full in such year under the Plan and the Cash
Plan, such unawarded amounts may, in the discretion of the Committee, be carried
forward and be available for Awards under the Plan and under
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the Cash Plan in any future year without regard to the provisions of Sections
13(a) or (b) of the Plan applicable to Awards made in such year.
(e) Awards under the Plan for any year may not exceed the sum of (i) the
amount accrued for such year under Section 13(b) above plus (ii) unawarded
accrued amounts carried forward from previous years under Section 13(d) above
plus (iii) amounts that may become available for Awards pursuant to the last
sentence of Section 15(c) hereof, minus (x) the amount of interest or dividend
equivalents set aside during such year pursuant to Section 15(c) hereof and the
amount of dividend equivalents allocated to Retirement Unit Accounts during such
year pursuant to Section 24 hereof, and minus (y) the amount of awards made for
such year under the Cash Plan (and any interest equivalents allocated during
such year pursuant to Section 10(b) thereof). For this purpose, the amount of
Awards of Common Stock under the Plan shall be based on the Fair Market Value of
the Common Stock subject to Awards as of the date of grant of such Awards.
(f) Subject to Sections 28 and 29 hereof, the aggregate number of shares of
Common Stock for which Stock, Restricted Stock, Retirement Units, Performance
and Other Awards may be made under the Plan shall not exceed 1,000,000 shares,
which shall be treasury shares reserved for issuance of Awards under the Plan.
Shares of Common Stock subject to, but not issued under, any deferred Award
which has been discontinued by the Committee pursuant to the provisions hereof
or any Restricted Stock which is forfeited by any Participant shall again be
available for Awards under the Plan.
14. DETERMINATION OF AWARDS AND PARTICIPANTS
(a) As promptly as practicable after the end of each year, the Committee may
make Awards for such year and determine the amounts to be carried forward for
Awards in future years. The Committee may also, in its discretion, make Awards
prior to the end of the year based on the amounts available under clauses (ii)
and (iii) of Section 13(e) and reasonable estimates of the accrual for the year
in question.
(b) The Committee shall have absolute discretion to determine the key
employees who are to receive Awards under the Plan for any year and to determine
the amount of such Awards based on such criteria and factors as the Committee in
its sole discretion may determine, such as the Company's operating cash flow and
overall financial performance. Recommendations as to the key employees who are
to receive Awards under the Plan for any year and as to the amount and form of
such Awards shall, however, be made to the Committee by the chief executive
officer of the Company. The fact that an employee is selected as eligible for an
Award shall not mean, however, that such employee will necessarily receive an
Award.
(c) A person whose employment terminates during the year or who is granted a
leave of absence during the year may, in the discretion of the Committee and
under such rules as the Committee may from time to time prescribe, be given an
Award with respect to the period of such person's service during such year.
15. METHOD AND TIME OF PAYMENT OF AWARDS
(a) Awards shall be paid in full as soon as practicable after the Award is
made; provided, however, that the payment of any or all Awards may be deferred,
divided into annual installments, or made subject to such other conditions as
the Committee in its sole discretion may authorize under such rules and
regulations as may be adopted from time to time by the Committee.
(b) The Committee's rules and regulations may include procedures by which a
Participant expresses a preference to the Committee as to the form of Award or
method of payment of an Award but the final determination as to the form and the
terms and conditions of any Award shall rest solely with the Committee.
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(c) Awards deferred under the Plan shall become payable to the Participant
or, in the event of the Participant's death, as specified in Section 30 hereof,
in such manner, at such time or times (which may be either before or after
Retirement or other termination of service), and subject to such conditions as
the Committee in its sole discretion shall determine. In any year the Committee
shall have the discretion to set aside, for payment in such year or any future
year, interest on any deferred Award payable partly in cash, and amounts
equivalent to dividends on any deferred Award payable wholly or partly in stock;
provided, however, that the total amount of such interest and dividend
equivalents shall be deducted from the maximum amount available for Awards under
Section 13(e) of the Plan. Any forfeited deferred Awards (including any
forfeited stock at its Award value) shall be carried forward and be available
for Awards in any future year without regard to the provisions of Sections 13(a)
or (b) of the Plan.
16. INDIVIDUAL AGREEMENTS
(a) The Committee may in its discretion require that each Participant
receiving an Award enter into an agreement with the Company which shall contain
such terms and conditions as the Committee in its discretion may require.
(b) The Committee may cancel any unexpired, unpaid or deferred Award at any
time if the Participant is not in compliance with all applicable provisions of
the agreement referred to above, if any, and the Plan.
17. STATUS OF PARTICIPANTS
No Participant in this Plan shall be deemed to be a stockholder of the
Company, or to have any interest in any stock or any specific assets of the
Company by reason of the fact that deferred Stock Awards, Retirement Unit
Awards, Performance Awards, Other Awards or dollar credits are to be recorded as
being held for such Participant's account to be paid in installments in the
future. The interest of all Participants shall derive from and be determined
solely by the terms and provisions of the Plan set forth herein.
18. DISPOSITION OF STOCK RECEIVED UNDER AN AWARD; SECTION 16(B).
In the case of any Participant subject to the reporting requirements of
Section 16 of the Exchange Act, no shares of Common Stock received pursuant to
any Award under the Plan or upon the exercise of any "derivative security" (as
defined in the rules promulgated under Section 16 of the Exchange Act) received
under the Plan may be sold, assigned, pledged or otherwise transferred for the
period of time after the date of such Award or receipt of such derivative
security as is specified in Rule 16b-3.
PART IIA STOCK AWARDS.
19. DETERMINATION OF STOCK AWARDS
(a) Each year the Committee shall designate those key employees of the
Company who shall receive Stock Awards under this part of the Plan. Stock Awards
are made in the form of grants of Common Stock, which may be delivered
immediately, in installments or on a deferred date, as the Committee, in its
discretion, may provide.
(b) If the Committee determines that some portion of a Stock Award to a
Participant shall be treated as a deferred Stock Award and payable in annual or
other periodic installments, then the Participant will be notified in writing
when such deferred Stock Awards shall be paid and over what period of time. As
soon as feasible after the granting of such a Stock Award, there shall be
reserved out of the treasury shares of the Company, a number (which may include
a fraction) of shares of Common Stock equal to the number of shares of Common
Stock so awarded. In each year at the discretion of the Committee there may also
be allocated or credited to each Participant a dollar amount equal to the cash
7
<PAGE>
dividends declared and paid by the Company on its Common Stock which the
Participant would have received had such Participant been the owner of the
number of shares of any Common Stock deferred for future payment. Any amounts
provided for pursuant to the preceding sentence shall become payable in such
manner, at such time or times, and subject to such conditions (which may include
provision for an amount equivalent to interest on such dividend equivalents at
rates fixed by the Committee) as the Committee in its sole discretion shall
determine; provided, however, that the total value of such dividend equivalents
(and any interest thereon) shall be deducted from the amount available for
Awards under the provisions of Section 13(e) of the Plan. The Committee in its
discretion may make appropriate equitable adjustments to such deferred Stock
Award to account for any dividends of property (other than cash) declared and
paid by the Company on its Common Stock, or to account for any other event
described in Sections 28 and 29 hereof.
PART IIB RESTRICTED STOCK AWARDS.
20. DETERMINATION OF RESTRICTED STOCK AWARDS
Each year the Committee shall designate the key employees of the Company who
shall receive Restricted Stock Awards. Shares awarded under this part of the
Plan, while subject to the restrictions hereinafter set forth, are referred to
as "Restricted Stock".
21. TERMS OF RESTRICTED STOCK AWARDS
Any Award of Restricted Stock shall be subject to the following terms and
conditions and to any other terms and conditions not inconsistent with the Plan
as shall be prescribed by the Committee in its sole discretion and which may be
contained in the agreement, if any, referred to in Section 16 above (or in any
amendment thereto):
(a) Delivery of Restricted Stock. Unless otherwise determined by the
Committee, the Company shall transfer treasury shares to each Participant to
whom an Award of Restricted Stock has been made equal to the number of
shares of Restricted Stock specified in the Award, and hold the certificates
representing such shares of Restricted Stock for the Participant for the
period of time during which such shares shall remain subject to the
restrictions set forth in the Award (the "Restricted Period"). Shares of
Restricted Stock may not be sold, assigned, transferred, pledged,
hypothecated or otherwise encumbered by a Participant during the Restricted
Period, except as hereinafter provided. Except for the restrictions set
forth herein and unless otherwise determined by the Committee, a Participant
shall have all the rights of a stockholder with respect to the shares of
Restricted Stock comprising his or her Award, including, but not limited to,
the right to vote and the right to receive dividends (which if in shares of
Common Stock shall be Restricted Stock under the same terms and conditions).
(b) Lapse of Restricted Period. The Restricted Period shall commence
upon the date of the Award (which unless otherwise specified by the
Committee shall be the date the Restricted Stock is transferred to the
Participant) and, unless sooner terminated as otherwise provided herein,
shall continue for such period of time as specified by the Committee in the
Award, which shall in no event be less than one year, and thereafter shall
lapse in such installments, if any, as provided by the Committee in the
Award.
(c) Legend. Each certificate issued in respect of shares of Restricted
Stock transferred or issued to a Participant under an Award shall be
registered in the name of the Participant and shall bear the following (or a
similar) legend:
"THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE
SUBJECT TO THE TERMS AND CONDITIONS CONTAINED IN THE NEW YORK
TIMES COMPANY 1991 EXECUTIVE STOCK INCENTIVE PLAN (THE "PLAN")
APPLICABLE TO RESTRICTED STOCK AND TO THE RESTRICTED
8
<PAGE>
STOCK AGREEMENT DATED (THE "AGREEMENT"), AND MAY
NOT BE SOLD, PLEDGED, TRANSFERRED, ASSIGNED, HYPOTHECATED, OR
OTHERWISE DISPOSED OF OR ENCUMBERED IN ANY MANNER DURING THE
RESTRICTED PERIOD SPECIFIED IN SUCH AGREEMENT. COPIES OF SUCH
PLAN AND AGREEMENT ARE ON FILE WITH THE SECRETARY OF THE
COMPANY."
(d) Death or Disability. Unless the Committee shall otherwise determine
in the Award (and subject to Section 18 hereof), if a Participant ceases to
be employed by the Company by reason of death or Disability, the Restricted
Period covering all shares of Restricted Stock transferred or issued to such
Participant under the Plan shall immediately lapse.
(e) Retirement. Unless the Committee shall otherwise determine in the
Award (and subject to the provisions of Section 18 hereof), the Restricted
Period covering all shares of Restricted Stock transferred to a Participant
under the Plan shall immediately lapse upon such Participant's Retirement,
whether early or not.
(f) Termination of Employment. Unless the Committee shall otherwise
determine in the Award or otherwise determine at or after the date of grant,
if a Participant ceases to be employed by the Company other than due to a
condition described in Sections 21(d) or (e) above, all shares of Restricted
Stock owned by such Participant for which the Restricted Period has not
lapsed shall revert back to the Company upon such termination. Authorized
leave of absence or absence in military service shall constitute employment
for the purposes of this Section 21(f). Whether absence in government
service may constitute employment for the purposes of the Plan shall be
conclusively determined by the Committee.
(g) Waiver of Forfeiture Provisions. The Committee, in its sole and
absolute discretion (but subject to the provisions of Section 18 hereof),
may waive the forfeiture provisions in respect of all or some of the
Restricted Stock awarded to a Participant.
(h) Issuance of New Certificates. Upon the lapse of the Restricted
Period with respect to any shares of Restricted Stock, such shares shall no
longer be subject to the restrictions imposed in the Award and shall no
longer be considered Restricted Stock for the purposes of the Award and the
Plan, and the Company shall issue new share certificates respecting such
shares registered in the name of the Participant without the legend
described in Section 21(c) in exchange for those previously issued.
PART IIC RETIREMENT UNIT AWARDS.
22. DETERMINATION OF RETIREMENT UNIT AWARDS
Each year the Committee shall designate those key employees of the Company
who shall receive Retirement Unit Awards under the Plan. The Company shall
create and maintain appropriate records of account for each Participant which
shall be designated as the Participant's Retirement Unit Account.
23. CREDITS TO RETIREMENT UNIT ACCOUNTS
The Committee shall allocate to each Participant selected to receive a
Retirement Unit Award for that year such dollar amount as the Committee shall
determine, taking into account the value of the Participant's services to the
Company. Such dollar amount shall thereupon be converted into Retirement Units
or fractions of Units and credited to each such Participant's Retirement Unit
Account in a number equal to the quotient obtained by dividing such allocated
dollar amount by the Fair Market Value of one share of Common Stock as of the
date the allocation is made.
9
<PAGE>
24. DIVIDEND CREDITS
At the discretion of the Committee there may also be allocated in each year
to each Participant a dollar amount equal to the cash dividends declared and
paid by the Company on the Common Stock which the Participant would have
received had such Participant been the owner of the number of shares of Common
Stock equal to the number of the whole Retirement Units (but not fractional
Units) credited to the Participant's Retirement Unit Account; provided, however,
that the total value of such dividend equivalents shall be deducted from the
amount available for Awards under Section 13 of the Plan. The dollar amounts
allocated shall be converted into and credited to the Participants' Retirement
Unit Accounts as Retirement Units or fractions thereof as set forth in Section
23 above as of the date on which such dividends were paid by the Company. No
interest shall be paid on the dollar amount so allocated to the Retirement Unit
Account of any Participant. The Committee in its discretion may make appropriate
equitable adjustments to such Retirement Unit Accounts to account for any
dividends of property (other than cash) declared and paid by the Company on its
Common Stock, or to account for any other event described in Sections 28 and 29
hereof.
25. RESERVATION OF STOCK AND ACCOUNTING RECORDS
The Company shall keep records of the Participant's Retirement Unit
Accounts. At the time of any allocation to a Participant's account under
Sections 23 or 24 hereof, there shall be reserved out of treasury shares of the
Company a number (which may include a fraction) of shares of Common Stock equal
to the number of Units or fraction thereof so allocated.
26. MATURITY AND PAYMENT AFTER MATURITY
(a) The Retirement Unit Account of each Participant shall mature upon such
Participant's death, Retirement or other termination of employment.
(b) After maturity, the Company shall deliver to the Participant (or in the
event of the death of the Participant, as specified in Section 30 hereof) in ten
approximately equal annual installments, shares of Common Stock equal in the
aggregate to the number of Retirement Units credited to the Participant's
Retirement Unit Account. Any fraction of a Unit credited to the Participant's
account at maturity shall be paid in cash with the first installment, the
fractional Unit being converted into cash at the Fair Market Value of the Common
Stock on such first payment date. The first such installment shall be paid
within 90 days after maturity. However, the Committee in its discretion at or
any time after maturity may, with the consent of the Participant (or the
beneficiary of a deceased Participant as specified in Section 30 hereof), (i)
defer the commencement of such distribution or defer any installment, (ii)
deliver full payment of the shares of Common Stock equal to the aggregate number
of Retirement Units credited to the Participant's Retirement Unit Account and
the dollar amount credited thereto, or (iii) reduce or increase the number of
annual installments in which the payments are to be made.
(c) So long as Retirement Units remain credited to the Retirement Unit
Account of a Participant subsequent to maturity, such account shall be credited
with the dollar amount allocated to the account as dividends as provided for in
Section 24 hereof. Any dollar amount so credited may be paid in cash with the
next succeeding annual installment made under Section 26(b) above, or in such
manner, at such time or times, and subject to such conditions as the Committee
in its sole discretion shall determine; provided, however, that in the case of
any dollar amount credited to an account after maturity in respect of a dividend
declared prior to maturity, such dollar amounts shall be converted to Retirement
Units as of the date of payment and the remaining installments of Common Stock
shall be increased accordingly.
10
<PAGE>
PART IID PERFORMANCE OR OTHER AWARDS.
27. DETERMINATION OF PERFORMANCE AND OTHER AWARDS
(a) Each year the Committee in its sole discretion may authorize other forms
of Awards such as, but not limited to, Performance Awards, if the Committee
deems it appropriate to do so in order to further the purposes of the Plan.
(b) A "Performance Award" shall mean an Award which entitles the Participant
to receive Common Stock, Restricted Stock, Retirement Units, Options under Part
I of the Plan or other compensation (which may include cash), or any combination
thereof, in an amount which depends upon the financial performance of the
Company during a stated period of more than one year. Performance for this
purpose may be measured by the growth in book value of the Common Stock, an
increase in per share earnings of the Company, an increase in operating cash
flow, or any other indicators specified by the Committee. The Committee shall
also fix the period during which such performance is to be measured, the value
of a Performance Award for purposes of providing for the accrual pursuant to
Section 13 of the Plan and the form of payment to be made in respect of the
Performance Award.
PART III GENERAL PROVISIONS.
28. STOCK DIVIDEND OR STOCK SPLIT
If at any time the Company shall take any action whether by stock dividend,
stock split, combination of shares, or otherwise, which results in a
proportionate increase or decrease in the number of shares of Common Stock
theretofore issued and outstanding, (i) the number of shares of Common Stock
then subject to deferred Stock Awards, credited to Retirement Unit Accounts
(matured or unmatured) or set aside for Performance or Other Awards, (ii) the
number of outstanding Options, the number of shares of Common Stock for which
such Options are exercisable and the exercise price thereof, (iii) the number of
shares of Common Stock reserved for Stock Awards, and (iv) the number of shares
of Common Stock reserved for Options, shall be increased or decreased in the
same proportion. The Committee shall make an appropriate equitable adjustment to
the provisions of Section 13(a) to take account of such increase or decrease in
issued and outstanding shares. The Committee in its discretion may make
appropriate equitable adjustments respecting deferred Stock Awards, Retirement
Units, Performance or Other Awards and outstanding Options to take account of a
dividend by the Company of property other than cash. All such adjustments shall
be made by the Committee whose determination shall be conclusive and binding
upon all Participants and any person claiming under or through any Participant.
29. RECLASSIFICATION OR MERGER
If at any time the Company reclassifies or otherwise changes its issued and
outstanding Common Stock (other than in par value) or the Company and one or
more corporations merge and the Company is the surviving corporation of such
merger, then each Stock Award, Retirement Unit (matured or unmatured),
Performance Award or Other Award which at the time of such reclassification or
merger is credited as a Stock Award, Retirement Unit, Performance Award or Other
Award shall thereafter be deemed to be the equivalent of (and all Units
thereafter credited to a Retirement Unit Account shall be computed with
reference to), and outstanding Options shall be exercisable for, the shares of
stock or other securities of the Company which pursuant to the terms of such
reclassification or merger are issued with respect to each share of Common
Stock. The Committee shall also make an appropriate equitable adjustment to the
provisions of Section 13(a) to take account of such event. All such adjustments
shall be made by the Committee whose determination shall be conclusive and
binding upon all Participants and any person claiming under or through any
Participant.
11
<PAGE>
30. NON-ALIENATION OF BENEFITS
Except as herein specifically provided, no right or unpaid benefit under
this Plan shall be subject to alienation, assignment, pledge or charge and any
attempt to alienate, assign, pledge or charge the same shall be void. If any
Participant or person entitled to the benefits hereunder should attempt to
alienate, assign, pledge or charge any benefit hereunder, then such benefit
shall, in the discretion of the Committee, cease. Notwithstanding the foregoing,
rights and benefits hereunder shall pass by will or the laws of descent and
distribution in the following order: (i) to beneficiaries so designated by the
Participant; if none, then (ii) to a legal representative of the Participant; if
none, then (iii) to the persons entitled thereto as determined by a court of
competent jurisdiction. Awards so passing shall be made at such times and in
such manner as if the Participant were living.
31. WITHHOLDING OR DEDUCTION FOR TAXES
If at any time specified herein for the making of any payment or delivery of
any Common Stock to any Participant or beneficiary, any law or regulation of any
governmental authority having jurisdiction in the premises shall require the
Company to withhold, or to make any deduction for, any taxes or take any other
action in connection with the payment or delivery then to be made, such payment
or delivery shall be deferred until such withholding or deduction shall have
been provided for by the Participant or beneficiary, or other appropriate action
shall have been taken. Subject to the provisions of Rule 16b-3 and the consent
of the Committee for persons subject to Section 16 of the Exchange Act, the
Participant or beneficiary may satisfy the obligation for such withholding or
deduction in whole or in part by electing to deliver shares of Common Stock
already owned or to have the Company retain from the distribution shares of
Common Stock, in each case having a Fair Market Value equal to the amount to be
withheld or deducted.
32. ADMINISTRATION EXPENSES
The entire expense of administering this Plan shall be borne by the Company.
33. GENERAL CONDITIONS
(a) The Board in its discretion may from time to time amend, suspend or
terminate any or all of the provisions of this Plan, provided that no change may
be made which would prevent Incentive Stock Options granted under the Plan from
being Incentive Stock Options as described therein without the consent of the
optionees concerned, and further provided that the Board may not make any
amendment which (1) changes the class of persons eligible for Incentive Stock
Options, or (2) increases the total number of shares for which Options may be
granted under Section 6(b), or (3) materially affects the provisions of Sections
13(a) or (b) of the Plan, or (4) increases the total number of shares authorized
under Section 13(f) for which Awards may be granted, without the consent and
approval of the holders of a majority of the outstanding shares of Class A and
Class B Common Stock of the Company entitled to vote thereon, voting together as
one class. The foregoing provisions shall not be construed to prevent the
Committee from exercising its discretion, or to limit such discretion, to
increase the total number of shares for which Options may be granted under
Section 6(b) or the total number of shares authorized under Section 13(f) for
which Awards may be granted, as expressly permitted by Sections 28 and 29
hereof, or to adjust the provisions of Sections 13(a) and (b) hereof as
expressly permitted by Sections 13(b), 28 and 29 hereof, or otherwise to
exercise any discretion to the extent expressly authorized hereunder.
(b) Nothing contained in the Plan shall prohibit the Company from
establishing incentive compensation arrangements in addition to this Plan and
the Cash Plan. Payments made under any such separate arrangements shall not be
included in or considered a part of the maximum dollar amount available for
Awards under the Plan and Cash Plan, or number of shares available for Awards or
Options under the Plan, and shall not be charged against the dollar or share
amounts available for
12
<PAGE>
Awards under the Plan and Cash Plan or Options under the Plan. In the discretion
of the Committee, employees shall be eligible to participate in such other
arrangements, as well as the Plan and Cash Plan, in the same year.
(c) Nothing in this Plan shall be deemed to limit in any way the right of
the Company to terminate a Participant's employment with the Company at any
time.
(d) The Committee may promulgate rules and regulations relating to the
administration and interpretation of, and procedures under, the Plan. Any
decision or action taken by the Company, the Board or the Committee arising out
of or in connection with the construction, administration, interpretation and
effect of the Plan shall be conclusive and binding upon all Participants and any
person claiming under or through any Participant.
(e) No member of the Board or of the Committee shall be liable for any act
or action, whether of commission or omission, taken by any other member or by
any officer, agent or employee, nor for anything done or omitted to be done by
such Director except in circumstances involving actual bad faith.
(f) Notwithstanding any other provision of this Plan, the Company shall not
be obligated to make any Award, issue any shares of Common Stock, or grant any
Option with respect thereto, unless it is advised by counsel of its selection
that it may do so without violation of the applicable Federal and State laws
pertaining to the issuance of securities, and may require any stock so issued to
bear a legend, may give its transfer agent instructions, and may take such other
steps, as in its judgment are reasonably required to prevent any such violation.
(g) It is the intent of the Company that the Plan comply in all respects
with Rule 16b-3, that any ambiguities or inconsistencies in construction of the
Plan be interpreted to give effect to such intention and that if any provision
of the Plan is found not to be in compliance with Rule 16b-3, such provision
shall be deemed null and void to the extent required to permit the Plan to
comply with Rule 16b-3. The Board may adopt rules and regulations under, and
amend, the Plan in furtherance of the intent of the foregoing.
34. TRANSITION
Upon the effectiveness of this Plan, as provided below, and the Cash Plan,
such plans shall replace the Company's present Executive Incentive Compensation
Plan ("EICP"), except that the EICP shall continue to govern options and awards
of restricted stock outstanding under the EICP. No further awards will be made
under the EICP, and all amounts accrued for awards under the EICP and unawarded
shall be carried forward and be available for Awards under the Plan and awards
under the Cash Plan. All unmatured and matured but undistributed retirement
units and all performance awards respecting current performance cycles awarded
under the EICP shall be deemed Retirement Units and Performance Awards awarded
hereunder and any payments or distributions in respect thereof shall be made
hereunder; provided, however, that the number of shares of Common Stock
available for Awards pursuant to Section 13(f) hereof shall not be reduced by
the number of such retirement units previously awarded under the EICP and paid
subsequently under the Plan.
35. EFFECTIVE DATES
The Plan shall become effective for periods beginning after January 1, 1991
if approved by the holders of a majority of the outstanding shares of Class A
and Class B Common Stock of the Company entitled to vote thereon at the 1991
Annual Meeting of Stockholders, in person or by proxy, voting together as a
single class. No Options may be granted or Awards made under the Plan after
December 31, 2000, or such earlier expiration date as may be designated by
resolution of the Board.
13
EXHIBIT 21
SUBSIDIARIES OF THE COMPANY(1)(2)
<TABLE><CAPTION>
JURISDICTION OF
INCORPORATION
OR
NAME OF SUBSIDIARY ORGANIZATION
- -------------------------------------------------------------- ---------------
<S> <C>
Affiliated Publications, Inc.................................. Massachusetts
Globe Newspaper Company..................................... Massachusetts
Boston Globe Electronic Publishing, Inc..................... Massachusetts
Boston Globe Investments, Inc............................... Massachusetts
Zakrewski Ltd. Partnership (99%).......................... Massachusetts
Community Newsdealers Inc................................... Massachusetts
Globe Specialty Products, Inc............................... Massachusetts
New England Direct, Inc................................... Massachusetts
Retail Sales, Inc........................................... Massachusetts
Wilson Tisdale Company...................................... Massachusetts
Comet-Press Newspapers, Inc................................... Delaware
Crossroads Holding Corporation................................ New Jersey
Cruising World Publications, Inc.............................. Delaware
Donohue Malbaie Inc. (49%).................................... Canada
Fernandina Beach News-Leader, Inc............................. Florida
Gainesville Sun Publishing Company............................ Florida
Golf Digest/Tennis, Inc....................................... Delaware
Golf World Limited............................................ United Kingdom
Hendersonville Newspaper Corporation.......................... North Carolina
International Herald Tribune S.A. (50%)....................... France
Lake City Reporter, Inc....................................... Florida
Lakeland Ledger Publishing Corporation........................ Florida
London Bureau Limited......................................... United Kingdom
Northern SC Paper Corporation (80%)........................... Delaware
Madison Paper Industries (partnership)...................... Maine
NYT 1896T, Inc................................................ Delaware
NYTRNG, Inc................................................... Delaware
NYT Special Services, Inc. ................................... Delaware
Ocala Star-Banner Corporation................................. Florida
110 Fifth Avenue Corporation.................................. Iowa
Retail Magazines Marketing Company, Inc....................... New York
Time Distribution Services (partnership) (37%).............. New York
Rome Bureau S.r.l............................................. Italy
Sarasota Herald-Tribune Co.................................... Florida
Sebring News-Sun, Inc......................................... Florida
The Dispatch Publishing Company, Inc.......................... North Carolina
The Houma Courier Newspaper Corporation....................... Delaware
The Leesburg Daily Commercial, Inc............................ Florida
The New York Times Broadcasting Service, Inc.................. Tennessee
Interstate Broadcasting Company, Inc........................ New York
The Times Southwest Broadcasting, Inc....................... Arkansas
The New York Times Distribution Corporation................... Delaware
The New York Times Sales, Inc................................. Delaware
The New York Times Syndication Sales Corporation.............. Delaware
The Palatka Daily News, Inc................................... Florida
Times Leasing, Inc............................................ Delaware
Times On-Line Services, Inc................................... New Jersey
TSP Newspapers, Inc........................................... Delaware
Times Daily, Inc............................................ Alabama
Wilmington Star-News, Inc..................................... New York
WNEP-TV, Inc.................................................. Pennsylvania
</TABLE>
- ------------
(1) 100% owned unless otherwise indicated.
(2) The names of certain subsidiaries have been omitted because, considered
in the aggregate, as a single subsidiary, they would not constitute a
significant subsidiary.
EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
THE NEW YORK TIMES COMPANY:
We consent to the incorporation by reference in Registration Statements No.
2-91826, 33-31538, 33-43210, 33-43211, 33-50461, 33-50465, 33-50457, 33-50467,
33-50459 and 33-56219 on Forms S-8 and in Registration Statement No. 33-57403 on
Form S-3 of our report dated February 9, 1995, appearing in this Annual Report
on Form 10-K of The New York Times Company (the "Company") for the year ended
December 31, 1994.
We also consent to the Company extending the reference to us under the
heading "Experts" in Registration Statements No. 33-31538 and 33-56219 to
comprehend our report, dated February 9, 1995, on the consolidated balance
sheets of the Company as of December 31, 1994 and 1993, and the related
consolidated statements of operations, stockholders' equity and cash flows for
each of the three years in the period ended December 31, 1994 included in the
aforementioned Form 10-K.
DELOITTE & TOUCHE LLP
New York, New York
March 9, 1995
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
CONSOLIDATED STATEMENTS OF OPERATIONS AND CONSOLIDATED BALANCE SHEETS
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> DEC-31-1994
<CASH> 41,419
<SECURITIES> 0
<RECEIVABLES> 275,907
<ALLOWANCES> 28,157
<INVENTORY> 30,545
<CURRENT-ASSETS> 411,774
<PP&E> 1,818,768
<DEPRECIATION> 660,017
<TOTAL-ASSETS> 3,137,631
<CURRENT-LIABILITIES> 451,232
<BONDS> 523,196
<COMMON> 10,862
0
1,753
<OTHER-SE> 1,532,677
<TOTAL-LIABILITY-AND-EQUITY> 3,137,631
<SALES> 0
<TOTAL-REVENUES> 2,357,563
<CGS> 0
<TOTAL-COSTS> 1,262,724
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 28,162
<INCOME-PRETAX> 383,953<F1>
<INCOME-TAX> 173,868
<INCOME-CONTINUING> 213,349
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 213,349<F1>
<EPS-PRIMARY> 2.05<F1>
<EPS-DILUTED> 2.05<F1>
<FN>
<F1>Includes a net pre-tax gain of $200.9 million ($103.3 million after
taxes or $.99 per share) relating to the divestitures of the Women's
Magazines Division, U.K. golf publications and a minority interest
in a Canadian newsprint mill.
</FN>
</TABLE>
