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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
----------------------
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 27, 1998 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 New York 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 24, 1999, was approximately $4.62 billion. As of such date,
non-affiliates held 95,114 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 24, 1999, was as follows: 178,874,315 shares of Class A Common
Stock and 849,520 shares of Class B Common Stock.
Document incorporated by reference Part
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Proxy Statement for the 1999 Annual Meeting of Stockholders............... III
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<PAGE>
INDEX TO THE NEW YORK TIMES COMPANY
1998 FORM 10-K
-----------------
PART I
Item No. Page
- -------- ----
1. Business............................................................ 1
Introduction...................................................... 1
Newspapers........................................................ 1
The New York Times.............................................. 1
Circulation.................................................... 1
Advertising.................................................... 2
Production and Distribution.................................... 2
Related Businesses............................................. 4
The Boston Globe................................................ 4
Circulation.................................................... 4
Advertising.................................................... 5
Production and Distribution.................................... 5
Regional Newspapers............................................. 6
New Ventures.................................................... 6
Broadcasting...................................................... 7
Magazines......................................................... 8
New Ventures.................................................... 8
Forest Products Investments and Other Joint Ventures.............. 8
Forest Product Investments...................................... 8
Other Joint Ventures............................................ 9
Raw Materials..................................................... 9
Competition....................................................... 9
Employees......................................................... 10
Labor Relations................................................. 10
2. Properties.......................................................... 11
3. Legal Proceedings................................................... 11
4. Submission of Matters to a Vote of Security Holders................. 12
Executive Officers of the Registrant.............................. 12
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......................... 14
9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure................................................ 14
PART III
10. Directors and Executive Officers of the Registrant.................. 14
11. Executive Compensation.............................................. 14
12. Security Ownership of Certain Beneficial Owners and Management...... 14
13. Certain Relationships and Related Transactions...................... 14
PART IV
14. Exhibits, Financial Statement Schedules and Reports on Form 8-K..... 14
<PAGE>
1
PART I
ITEM 1. BUSINESS.
INTRODUCTION
The New York Times Company (the "Company") was incorporated on August 26, 1896,
under the laws of the State of New York. The Company is a diversified media
company including newspapers, television and radio stations, magazines,
electronic information, and publishing and forest products investments.
Financial information about industry segments is incorporated by reference to
Note 17 to the Consolidated Financial Statements on page F-32 of this report.
The Company currently classifies its businesses into the following segments:
o Newspapers: The New York Times ("The Times"); The Boston Globe, a daily
newspaper, and the Boston Sunday Globe (both editions, "The Globe"); 18
other daily and three non-daily newspapers in Alabama, California,
Florida, Louisiana, North Carolina and South Carolina ("Regional
Newspapers"); newspaper distributors in the New York City and Boston
metropolitan areas; various newspaper on-line products; news, photo and
graphics services and news and features syndication; TimesFax; The New
York Times Index; and licensing of electronic databases and microform,
CD-ROM products, and the trademarks and copyrights of The Times and The
Globe.
o Broadcasting: television stations WTKR(TV) in Norfolk, Virginia; WREG-TV
in Memphis, Tennessee; KFOR-TV in Oklahoma City, Oklahoma; WNEP-TV in
Scranton, Pennsylvania; WHO-TV in Des Moines, Iowa; WHNT-TV in Huntsville,
Alabama; WQAD-TV in Moline, Illinois; and KFSM-TV in Fort Smith, Arkansas;
and radio stations WQXR(FM) and WQEW(AM) in New York City.
o Magazines: Golf Digest, Golf World and Golf Shop Operations.
o Forest Products Investments and Other Joint Ventures: Minority equity
interests in a Canadian newsprint company and a supercalendered paper
manufacturing partnership in Maine, and a one-half interest in the
International Herald Tribune.
NEWSPAPERS
The Newspaper Group segment consists of two categories: Newspapers (consisting
of The Times, The Globe, 21 Regional Newspapers, newspaper distributors, and
certain related businesses) and New Ventures (consisting of projects developed
in electronic media by The Times, The Globe and the Regional Newspapers, as well
as various new media investments).
The New York Times
Circulation
The Times is a standard-size weekday (Monday through Friday) and Sunday
newspaper which commenced publication in 1851. In 1997 The Times introduced a
daily color New York edition with separate daily culture and sports sections, as
well as other new features. The Times is circulated in each of the 50 states,
the District of Columbia and worldwide. Approximately 61% of the weekday
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; 39% is sold elsewhere. On Sundays, approximately 58%
of the circulation is sold in the greater New York City area and 42% 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, for
the six-month period ended September 30, 1998, of all seven-day United States
newspapers, The Times's weekday circulation was the second largest and its
Sunday circulation was the largest.
<PAGE>
2
The Times's average weekday and Sunday circulations for the two 12-month periods
ended September 30, 1998, as audited by ABC (except as indicated), are shown in
the table below:
Weekday Sunday
------- ------
(Thousands of copies)
1998 (unaudited).................................. 1,088.1 1,638.9
1997.............................................. 1,090.9 1,651.4
Approximately 58% of the weekday circulation and 53% of the larger Sunday
circulation were sold through home and office delivery in 1998. During the year
ended December 27, 1998, the average weekday circulation of The Times increased
approximately 4,700 copies above 1997 to approximately 1,094,100 copies and the
average Sunday circulation decreased by approximately 6,500 copies below 1997 to
approximately 1,644,800 copies.
Advertising
Total advertising volume in The Times for the two years ended December 27, 1998,
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(1) Copies
Inches Inches Inches Inches Inches Distributed
------ ------- -------- ------ ------ ---------
(Inches and Preprints in Thousands)
1998 587.2 1,392.7 996.9 1,019.6 3,996.4 343,070
1997 606.8 1,330.8 971.1 1,034.6 3,943.3 318,490
The table includes volume for The New York Times Magazine, which published 3,176
pages of advertising in 1998, compared with 3,116 pages in 1997.
Advertising rates for The Times increased an average of 6% in January 1998, and
6% in January 1999.
Based on recent data provided by Competitive Media Reporting, Inc., an
independent agency that measures advertising sales volume and estimates
advertising revenue, and The Times's internal analysis, The Times believes that
it ranks first by a substantial margin in advertising revenue in the general
weekday and Sunday newspaper field in the New York City metropolitan area.
Production and Distribution
Generally, The Times is printed at its production and distribution facilities in
Edison, New Jersey, and College Point, New York.
The Edison and College Point facilities print all sections of the weekday and
Sunday newspapers (except The New York Times Magazine and the Sunday Television
section) for distribution in the New York metropolitan area. Both facilities
have the capacity to print in color and have modern, automated presses,
packaging and distribution equipment.
The Times has agreements with two commercial printing companies to print its
Sunday Television section and The New York Times Magazine.
- ----------
(1) All totals exclude preprint inches.
<PAGE>
3
The editions of The Times distributed outside of the New York City area are
printed under contract at the following sites:
Region(1) Print Sites
------------------------------------------------------
Midwest Chicago, IL; Canton, OH
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Northeast Boston, MA(2); Springfield, VA
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Southeast Atlanta, GA; Ft. Lauderdale, FL;
Lakeland, FL(3)
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Southwest Austin, TX; Phoenix, AZ(4)
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West Torrance and Concord, CA; Tacoma, WA
------------------------------------------------------
The Times currently has agreements with various newspapers and other delivery
agents located in the United States and Canada to deliver The Times in their
respective markets and, in some cases, to expand current markets. The agreements
include various arrangements for delivery on Sundays and weekdays to homes and
newsstands.
A subsidiary of the Company, City & Suburban Delivery Systems, Inc. ("City &
Suburban"), operates a wholesale newspaper distribution business that
distributes The Times and other newspapers and periodicals in New York City,
Long Island (New York), the counties of Westchester (New York) and Fairfield
(Connecticut) and central and northern New Jersey. Approximately 86% of The
Times's single-copy daily circulation and 73% of its single-copy Sunday
circulation in the New York City metropolitan area are delivered to retail
outlets by City & Suburban. Approximately 87% of The Times's daily
home-delivered circulation and 90% of its Sunday home-delivered circulation in
the New York City metropolitan area are delivered to depots by City & Suburban.
- ----------
(1) Most advance sections of the Sunday newspaper distributed in these areas
are printed at Edison, New Jersey, and College Point, New York.
(2) At The Globe.
(3) At the Company's regional newspaper, The Ledger.
(4) Commenced in 1999.
<PAGE>
4
Related Businesses
Name Description of Business
- --------------------------------------------------------------------------------
The New York Times Electronic Media Company:
- --------------------------------------------------------------------------------
NYT Business Information Services Produces on-line computer
databases and The New York Times
Index, a print publication
Licenses LEXIS/NEXIS, Dow Jones
Business Information Services,
UMI, The Dialog Corp., Online
Computer Library Center and
Reuters to store, market and
distribute the Company's on-line
computer databases
Also licenses UMI to produce and
sell The New York Times Index
and The Times on microfilm and
CD-ROM
- --------------------------------------------------------------------------------
Consumer On-line Products The New York Times on America
Online
The New York Times on the Web
(nytimes.com)
New York Today (nytoday.com)
The New York Times Learning
Network (nytimes.com/learning)
- --------------------------------------------------------------------------------
NYT Television Pursues certain programming
ventures utilizing The Times and
other content
- --------------------------------------------------------------------------------
The New York Times News Services:
- --------------------------------------------------------------------------------
The New York Times News Service Transmits articles, graphics and
photographs from The Times, The
Globe and other publications to
approximately 650 newspapers and
magazines in the United States
and in more than 50 countries
worldwide
- --------------------------------------------------------------------------------
The New York Times Syndicate Markets other supplemental news
services and feature material,
graphics and photographs from
The Times and other leading news
sources to newspapers and
magazines around the world
- --------------------------------------------------------------------------------
The Boston Globe
The Globe is owned and published by the Company's subsidiary, Globe Newspaper
Company, Inc. ("The Globe" may also be used to refer to Globe Newspaper Company,
Inc.).
Circulation
The Globe is a standard-size weekday and Sunday newspaper which commenced
publication in 1872, and was acquired by the Company in 1993. The Globe is
distributed throughout New England, although its circulation is concentrated in
the Boston metropolitan area. According to ABC reports, as of September 27,
1998, the weekday circulation of The Globe was the 14th largest of any weekday
newspaper; circulation of the Sunday edition was the ninth largest of any Sunday
newspaper published in the United States; and its weekday and Sunday circulation
was the largest of all newspapers published in either Boston or New England.
<PAGE>
5
The Globe's average weekday and Sunday paid circulation for the two 12-month
periods ended March 29, 1998, and March 30, 1997, as audited by ABC, are shown
in the table below:
Weekday Sunday
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(Thousands of copies)
1998............................................. 474.9 754.0
1997............................................. 468.8 757.4
During the year ended December 27, 1998, the average weekday circulation of The
Globe decreased approximately 5,000 copies below 1997 to approximately 469,800
copies and the average Sunday circulation decreased by approximately 9,700
copies below 1997 to approximately 745,500 copies.
Approximately 73% of the weekday circulation and 63% of the larger Sunday
circulation were sold through home or office delivery; the remainder were sold
primarily on newsstands.
Advertising
The Globe's total advertising volume by category of advertising for the two
years ended December 27, 1998, for all editions, as measured by The Globe, is
set forth below:
Full Run
------------------------------ Preprint
Retail National Classified Zoned Total(1) Copies
Inches Inches Inches Inches Inches Distributed
------ ------- -------- ------ ------ ---------
(Inches and Preprints in Thousands)
1998 701.9 697.4 1,350.5 278.9 3,028.7 787,016
1997(2) 729.6 629.6 1,346.1 304.5 3,009.9 729,228
Advertising rates in each category of advertising were adjusted in 1998. The
latest increase in certain retail advertising rates occurred on September 1,
1998. Increases in classified and national advertising rates were effective as
of April 1, 1998, and July 1, 1998. These rate increases ranged from 3% to 5.5%.
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 27, 1998, The Globe ranked first in advertising inches
among all newspapers published in Boston and New England.
Production and Distribution
All editions of The Globe are printed and prepared for delivery at its main
Boston plant or its Billerica, Massachusetts, satellite plant.
Virtually all of The Globe's home-delivered circulation is delivered through The
Globe's distribution subsidiary, Community Newsdealers, Inc. Direct single-copy
distribution by The Globe and its subsidiary Retail Sales, Inc. accounted for
66% and 57% of the average weekday and Sunday single-copy distribution in 1998.
- ----------
(1) All totals exclude preprint inches.
(2) For comparability, 1997 has been restated to conform with the 1998
presentation.
<PAGE>
6
Regional Newspapers
The Company currently owns 18 daily and three non-daily smaller-city newspapers.
<TABLE>
<CAPTION>
Daily Newspapers Non-Daily Newspapers
- -------------------------------------------------------------------------- -----------------------------------------
<S> <C> <C>
The Gadsden Times (Ala.) The Gainesville Sun (Fla.) Marco Island Eagle (Fla.)
The Tuscaloosa News (Ala.) The Ledger (Lakeland, Fla.) The News-Leader (Fernandina Beach, Fla.)
Times Daily (Florence, Ala.) Daily World (Opelousas, La.) The News-Sun (Sebring/Avon Park, Fla.)
Santa Barbara News-Press (Calif.) The Courier (Houma, La.)
The Press Democrat (Santa Rosa, Calif.) The Daily Comet (Thibodaux, La.)
Daily News (Palatka, Fla.) The Dispatch (Lexington, N.C.)
Lake City Reporter (Fla.) Times-News (Hendersonville, N.C.)
Sarasota Herald-Tribune (Fla.) Wilmington Morning Star (N.C.)
Star-Banner (Ocala, Fla.) Spartanburg Herald-Journal (S.C.)
</TABLE>
The Regional Newspapers' circulation for the years ended December 27,
1998, and December 28, 1997, is shown in the table below:
Daily Weekday Non-Daily Sunday
------------- --------- ------
(Thousands of Copies)
1998 736.8 32.6 787.6
1997 733.4 33.0 788.7
Advertising volume, stated on the basis of six columns per page, was 16,073,900
inches in 1998, compared with 15,645,900 inches in 1997. Preprints distributed
in 1998 were 1,082,712,000, compared with 1,013,200,000 in 1997.
New Ventures
The following businesses relating to Newspapers were classified by the Company
as "New Ventures" during 1998: The New York Times on America Online, The New
York Times on the Web, New York Today, The New York Times Learning Network,
boston.com, CareerPath.com, various Regional Newspaper on-line and cable
services, NYT Television, and the Company's investments in Classified Ventures,
Inc., OVATION and Zip2 Corp.
The New York Times on America Online, The New York Times on the Web, New York
Today, The New York Times Learning Network and NYT Television are described
above under "The New York Times -- Related Businesses." Boston Globe Electronic
Publishing, Inc. operates The Globe's Web site boston.com, an Internet gateway
to Boston and New England. The Times and The Globe have participated in the
development of CareerPath.com, an employment database on the Internet. Several
Regional Newspapers have created on-line services tailored to their local market
interests and needs. The Sarasota Herald-Tribune operates a 24-hour local news
cable television channel which reaches approximately 156,000 subscribers.
The Company has investments in Classified Ventures, Inc., a national on-line
network providing classified advertising through both nationally branded and
local affiliate Web sites; OVATION, a visual and performing arts cable
television network; and Zip2 Corp., a provider of software and on-line business
systems designed to facilitate newspapers' efforts to capture on-line
advertising revenue. Compaq Computer Corp. has agreed to purchase Zip2 Corp.,
and the Company expects to sell its interest in Zip2 Corp. in connection with
this transaction.
<PAGE>
7
BROADCASTING
The Company's television and radio stations are operated under licenses from the
Federal Communications Commission ("FCC") and are subject to FCC regulations.
Radio and television license renewals are now normally granted for terms of
eight years.
Station License Expiration Date
----------------------------------------------------------
WNEP-TV (Scranton, Penn.) August 1, 1999
----------------------------------------------------------
WTKR(TV) (Norfolk, Va.) October 1, 2004
----------------------------------------------------------
WHNT-TV (Huntsville, Ala.) April 1, 2005
KFSM-TV (Ft. Smith, Ark.) June 1, 2005
WREG-TV (Memphis, Tenn.) August 1, 2005
WQAD-TV (Moline, Ill.) December 1, 2005
----------------------------------------------------------
WHO-TV (Des Moines, Iowa) February 1, 2006
KFOR-TV (Oklahoma City, Okla.) June 1, 2006
----------------------------------------------------------
WQXR(FM) (New York, NY) June 1, 2006
WQEW(AM) (New York, NY) June 1, 2006
----------------------------------------------------------
The Company anticipates that its present and future applications for renewal of
its station licenses will result in the licenses being renewed for eight-year
periods.
All of the television stations have three principal sources of revenue: local
advertising sold to advertisers in the immediate geographic areas of the
stations, national spot advertising (sold to individual stations rather than
networks), and compensation paid by the networks for carrying commercial network
programs.
Market's Network
Station Nielsen Ranking(1) Affiliation Band
-----------------------------------------------------
WTKR(TV) 40 CBS VHF
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WREG-TV 43 CBS VHF
-----------------------------------------------------
KFOR-TV 45 NBC VHF
-----------------------------------------------------
WNEP-TV 51 ABC UHF(2)
-----------------------------------------------------
WHO-TV 70 NBC VHF
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WHNT-TV 81 CBS UHF(2)
-----------------------------------------------------
WQAD-TV 90 ABC VHF
-----------------------------------------------------
KFSM-TV 117 CBS VHF
-----------------------------------------------------
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, which is the nation's largest radio audience. In December 1998, the
Company entered into a Time Brokerage Agreement with ABC, Inc., under which ABC,
Inc. will provide substantially all of the programming for WQEW(AM) for an
eight-year period. ABC, Inc. replaced WQEW's former format of American popular
standards with Radio Disney, a national radio network for children age 12 and
under. Under a separate option agreement, ABC, Inc. has acquired the right to
purchase WQEW(AM) at the end of the eight-year period.
- ----------
(1) According to A.C. Nielsen Company, a research company that measures
audiences for television stations.
(2) All other stations in this market are also in the UHF band.
<PAGE>
8
MAGAZINES
The Magazine Group segment consists of two categories: Magazines (including
those publications set forth in the table below and related activities in the
golf field) and New Ventures.
As of December 27, 1998, the Company published the magazines listed in the chart
below:
<TABLE>
<CAPTION>
Percentage Percentage
Increase Increase
(Decrease) in (Decrease) in
Average Advertising
Subject/ Average Circulation Advertising Pages
Magazine Frequency Audience Rate Base Circulation(1) Over 1997 Pages(2) Over 1997
- -------------------- ------------------ ---------- ------------ -------------- ----------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Golf Digest Monthly Golf 1,550,000 1,552,100 2.1 1,394 1.8
Golf World 46 issues per year Golf 150,000 158,400 6.6 1,283 (11.9)
Golf Shop Operations 10 issues per year Golf trade 17,500(3) 17,900 (1.6) 1,053 (0.3)
</TABLE>
New Ventures
The Magazine Group offers various golf and travel information and excerpts from
its publications on the World Wide Web. In February 1998 the Company sold the
assets of Golf Digest Information Systems, Inc.
FOREST PRODUCTS INVESTMENTS AND OTHER JOINT VENTURES
The Company has ownership interests in one newsprint mill and one
supercalendered paper mill (the "Forest Products Investments") and the
International Herald Tribune.
Forest Products Investments
The Company has a 49% equity interest in a Canadian newsprint company, Donohue
Malbaie Inc. ("Malbaie"). The other 51% is owned by 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. In 1998 Malbaie produced 207,000 metric tons of
newsprint, 72,000 tons of which were sold to the Company, with the balance sold
to Donohue for resale.
The Company has an equity interest in a partnership operating a supercalendered
paper mill in Maine, Madison Paper Industries ("Madison"). The Company's
interest in Madison is 40%. Madison produces supercalendered paper at its
facility in Madison, Maine. Madison purchases all of its wood from local
suppliers, mostly under long-term contracts. In 1998 Madison produced 175,000
metric tons, 11,000 tons of which were sold to the Company.
The debt of Malbaie and Madison is not guaranteed by the Company.
Malbaie and Madison are subject to comprehensive environmental protection laws,
regulations and orders of provincial, federal, state and local authorities of
Canada or the United States (the "Environmental Laws"). The Environmental Laws
impose effluent and emission limitations and require Malbaie and Madison to
obtain, and operate in compliance with the conditions of, permits and other
governmental authorizations ("Governmental Authorizations"). Malbaie and Madison
follow policies and operate monitoring programs to ensure compliance with
applicable Environmental Laws and Governmental Authorizations and to minimize
exposure to environmental liabilities. Various regulatory authorities
- ----------
(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 Golf Shop Operations, as calculated by the publisher
using the same methodology as for PIB.
(3) For this trade publication, the average print order is disclosed as the
applicable measure for advertisers.
<PAGE>
9
periodically review the status of the operations of Malbaie and Madison. Based
on the foregoing, the Company believes that Malbaie and Madison are in
substantial compliance with such Environmental Laws and Governmental
Authorizations.
Other Joint Ventures
The Company and The Washington Post Company each own a one-half interest in the
International Herald Tribune S.A.S., which publishes the International Herald
Tribune. The newspaper is edited in Paris and printed in Athens, Bologna,
Frankfurt, Hong Kong, Jakarta, Kuala Lumpur, London, Marseille, New York, Paris,
Singapore, Tel Aviv, The Hague, Tokyo, Toulouse and Zurich.
RAW MATERIALS
The primary raw materials used by the Company are newsprint and supercalendered
and coated paper. Neither the Company nor any of its businesses is dependent on
any one supplier of paper.
In 1998 and 1997, the Company used the following types and quantities of paper
(all amounts in metric tons):
Coated,
Supercalendered
Publication Newsprint and Other Paper
-----------------------------------------------------------
1998 1997 1998 1997
-----------------------------------------------------------
The Times(1) 312,000 295,000 22,000 22,000
-----------------------------------------------------------
The Globe(1) 141,000 141,000 5,000 5,000
-----------------------------------------------------------
Regional Newspapers 98,500 94,000 -- --
-----------------------------------------------------------
Magazine Group -- -- 9,900 14,500(2)
-----------------------------------------------------------
TOTAL 551,500 530,000 36,900 41,500
-----------------------------------------------------------
The paper used by The Times, The New York Times Magazine, The Globe, the
Regional Newspapers and the magazines published by the Magazine Group was
purchased under long-term contracts with unrelated suppliers and related
suppliers in which the Company holds equity interests (see "Forest Products
Investments").
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 magazines,
television, radio, the Internet and other media. In 1998, Competitive Media
Reporting, Inc., an independent agency that measures advertising sales volume
and estimates advertising revenue, classified The Times as a national newspaper.
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 daily, weekly and national newspapers distributed
in Boston, its neighboring suburbs and the greater New England region,
including, among others, The Boston Herald (weekday and Sunday). The Globe also
competes with other communications media, such as direct mail, magazines, radio,
the Internet and television (including cable television).
- ----------
(1) The Times and The Globe use coated, supercalendered or other paper for The
New York Times Magazine and The Globe's Sunday Magazine.
(2) Includes coated paper used by six magazines sold in November 1997.
<PAGE>
10
The magazines published by the Company compete directly with other golfing
publications as well as with general interest magazines and other media,
primarily broadcast and cable television.
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 and, to a lesser
extent, with the Internet. WQXR(FM) competes for listeners with WNYC(FM) (a
non-commercial station) for the classical music audience and for listeners and
revenues with many adult-audience commercial radio stations and other media in
New York City and surrounding suburbs.
The New York Times Syndicate's operations compete with several other syndicated
features and supplemental news services.
EMPLOYEES
As of December 27, 1998, the Company had approximately 13,200 full-time
equivalent employees.
The Times 5,000
The Globe 3,300
Regional Newspapers 3,500
Broadcast Group 800
Magazine Group 300
Corporate/Shared Service Center 300
------
Total Company 13,200
======
Labor Relations
Approximately 3,615 full-time equivalent employees of The Times and City &
Suburban are represented by 16 unions.
The Times has collective bargaining agreements effective through March 30, 2000,
with all of its production unions, except for the New York Newspaper Printing
Pressmen's Union (which contract expires on March 30, 2005, and covers
approximately 450 employees), and with all of its non-production unions, except
for the Newspaper Guild of New York, the International Association of Machinists
and the International Union of Operating Engineers (which contracts expire on
March 30, 2003, and cover approximately 1,740 employees), and the International
Brotherhood of Electricians (which contract expires on March 30, 1999, and
covers approximately five employees).
City & Suburban has collective bargaining agreements effective through March 30,
2000, with its sole production union and with two of its three non-production
unions. City & Suburban's contract with the United Auto Workers (covering
approximately 10 employees in this non-production union) expired in May 1995;
the parties are continuing to negotiate a successor contract.
The agreements described above set wages through their terms except: the
Newspaper and Mail Deliverers' Union agreements with The Times and City &
Suburban, covering approximately 650 production employees, do not set wage
increases for the 1996-2000 period; the Typographers' Union agreement with The
Times, covering approximately 50 production employees, does not set wages for
the 1996-2000 period; and the Pressman's Union agreement with The Times,
covering approximately 450 production employees, does not set wages for the
2001-2005 period. Wages for these time periods are subject to negotiation, and
if the negotiations are unsuccessful, are submitted to binding arbitration for
resolution.
Approximately 2,100 full-time equivalent employees of The Globe are represented
by 12 unions. On December 28, 1997, The Globe's labor agreement with the Boston
Globe Employees Association, an affiliate of The Newspaper Guild
<PAGE>
11
representing non-production employees, expired. Negotiations are continuing and
The Globe expects them to be completed in 1999.
In 1998 The Globe concluded its negotiations with Boston Mailers Union No. 1 for
a six-year contract effective January 1, 1996, through December 31, 2001. Eight
other production unions have contracts that expired December 31, 1998.
Negotiations have commenced for successor contracts. The Globe expects to
conclude these negotiations during 1999. Two other production unions have
contracts that continue to be in effect with expiration dates of December 31,
2001 (subject to a wage reopener effective December 31, 1998) and December 31,
2006.
The Company cannot predict the timing or the outcome of the various negotiations
described above.
Two other entities owned by the Company (The Press Democrat and WQXR(FM)) also
have collective bargaining agreements covering certain of their employees.
ITEM 2. PROPERTIES.
The general character, location, terms of occupancy and approximate size of the
Company's principal plants and other materially important properties at December
27, 1998, are listed below.
General Character Approximate Area in Approximate Area in
of Property Square Feet (Owned) Square Feet (Leased)
- --------------------------------------------------------------------------
NEWSPAPER PUBLISHING:
- --------------------------------------------------------------------------
Printing plants, business and
editorial offices, garages
and warehouse space located
in:
- --------------------------------------------------------------------------
New York, NY 714,000 107,500
- --------------------------------------------------------------------------
College Point, NY -- 515,000(1)
- --------------------------------------------------------------------------
Edison, NJ -- 1,300,000(2)
- --------------------------------------------------------------------------
Boston, MA 652,000 --
- --------------------------------------------------------------------------
Billerica, MA 290,000 --
- --------------------------------------------------------------------------
Westwood, MA 115,000 --
- --------------------------------------------------------------------------
Other locations 1,324,600 548,000
- --------------------------------------------------------------------------
BROADCASTING
- --------------------------------------------------------------------------
Business offices, studios and
transmitters at various
locations 324,820 25,000
- --------------------------------------------------------------------------
MAGAZINE PUBLISHING 87,000 34,500
- --------------------------------------------------------------------------
TOTAL 3,507,420 2,530,000
- --------------------------------------------------------------------------
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.
- ----------
(1) The Company is leasing a 31-acre site in College Point, New York, where
its printing and distribution plant is located, and has the option to
purchase the property at any time prior to the end of the lease in 2019.
(2) The Edison production and distribution facility is occupied pursuant to a
long-term lease with renewal and purchase options.
<PAGE>
12
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not applicable.
Executive Officers of the Registrant
<TABLE>
<CAPTION>
Employed By
Registrant Position(s) As Of
Name Age Since February 26, 1999
- -------------------------- --- ----------- -------------------------------------------------------------
<S> <C> <C> <C>
Corporate Officers
Arthur Sulzberger, Jr. 47 1978 Chairman (since 1997) and Publisher of The Times (since 1992)
Russell T. Lewis 51 1966(1) President (since 1996) and Chief Executive Officer (since
1997); Chief Operating Officer (1996 to 1997); President
and General Manager of The Times (1993 to 1996)
Michael Golden 49 1984 Vice Chairman and Senior Vice President (since 1997); Vice
President, Operations Development (1996 to 1997);
Executive Vice President, Sports/Leisure Magazines and
Publisher of Tennis (1994 to 1995); Executive Vice
President and General Manager of Women's Magazines (1991
to 1994)
Cynthia H. Augustine 41 1986(2) Senior Vice President (since 1998), Human Resources; Partner
in Sabin, Bermant and Gould LLP (1994 to 1998)
John M. O'Brien 56 1960 Senior Vice President and Chief Financial Officer (since
1998); Senior Vice President (1996 to 1998), Operations;
Executive Vice President (1992 to 1996) and Deputy
General Manager (1991 to 1996) of The Times
Solomon B. Watson IV 54 1974 Senior Vice President (since 1996); Vice President (1990 to
1996); General Counsel (since 1989)
Laura J. Corwin 53 1980 Vice President (since 1997); Secretary (since 1989) and
Corporate Counsel (1993 to 1997)
Stuart Stoller 43 1996 Vice President and Corporate Controller (since 1996);
Controller of Coopers and Lybrand L.L.P. (1995); Senior
Vice President, Control and Accounting, of R. H. Macy &
Co., Inc. ("Macy's") (1993 to 1995)
Ellen Taus 40 1996 Vice President (since 1998) and Treasurer (since 1997);
Assistant Treasurer (1996 to 1997); Independent Financial
and Transition Consultant (1994 to 1996); Vice President,
Corporate Finance, of Macy's (1992 to 1994)
</TABLE>
- ----------
(1) Mr. Lewis left the Company in 1973 and returned in 1977.
(2) Ms. Augustine left the Company in 1993 and returned in 1998.
<PAGE>
13
<TABLE>
<CAPTION>
Employed By
Registrant Position(s) As Of
Name Age Since February 26, 1999
- -------------------------- --- ----------- -------------------------------------------------------------
<S> <C> <C> <C>
Operating Unit Executives
Leonard P. Forman 53 1974(1) President and Chief Executive Officer, The New York Times
Company Magazine Group, Inc. (since 1998); Senior Vice
President (1996-1998), Corporate Development, New
Ventures and Electronic Businesses; President and Chief
Executive Officer of NYNEX/Newsday electronic service
joint venture (1995); Chief Operating Officer of the
Newspaper Association of America (1992 to 1994)
Stephen Golden 51 1967(2) Vice President, Forest Products, Health, Safety and
Environmental Affairs (since 1992); President of the
Company's Forest Products Group (since 1994)
C. Frank Roberts 55 1970 Vice President, Broadcasting (since 1986); President, The
New York Times Company Broadcast Group (since 1985)
Janet L. Robinson 48 1993 President and General Manager of The Times (since 1996);
Senior Vice President, Advertising of The Times
(1995-1996); Vice President (1993-1995) and Director
(1994-1995) of Advertising of The Times
Benjamin B. Taylor 52 1993 Chairman and Chief Executive Officer of Globe Newspaper
Company, Inc. (since 1998) and Publisher of The Boston
Globe (since 1997); President of The Globe (1993-1997)
James C. Weeks 56 1971 President, The New York Times Company Regional Newspaper
Group (since 1993); Executive Vice President, Operations,
Regional Newspaper Group (1988 to 1993)
</TABLE>
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-35 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-3 to F-12 of this Form
10-K.
- ----------
(1) Mr. Forman left the Company in 1986 and returned in 1996.
(2) Mr. Golden left the Company in 1969 and returned in 1974.
<PAGE>
14
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The information required by this item appears at pages F-13 to F-34 and page
F-36 of this Form 10-K.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
Not applicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
In addition to the information set forth under the caption "Executive Officers
of the Registrant" in Part I of this Form 10-K, the information required by this
item is incorporated by reference to the section entitled "Section 16(a)
Beneficial Ownership Reporting Compliance" on page 7 and pages 9 to 13, but only
up to and not including the section entitled "Certain Information About the
Board of Directors," of the Company's Proxy Statement for the 1999 Annual
Meeting of Stockholders.
ITEM 11. EXECUTIVE COMPENSATION.
The information required by this item is incorporated by reference to pages 15
to 19, but only up to and not including the section entitled "Performance
Presentation," of the Company's Proxy Statement for the 1999 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
9, but only up to and not including the section entitled "Proposal Number
1-Election of Directors," of the Company's Proxy Statement for the 1999 Annual
Meeting of Stockholders.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The information required by this item is incorporated by reference to the
section on pages 12 and 13 entitled "Interest of Directors in Certain
Transactions of the Company" and pages 16 to 19, but only up to and not
including the section entitled "Performance Presentation," of the Company's
Proxy Statement for the 1999 Annual Meeting of Stockholders.
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-13 to F-34. The report of
Deloitte & Touche LLP, Independent Public Accountants, dated January 27,
1999, is set forth on page F-35 of this Form 10-K.
<PAGE>
15
(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-13 to F-34.
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
----
Ratio of Earnings to Fixed Charges........................ Exhibit 12
Independent Auditors' Consent............................. Exhibit 23
Consolidated Schedules for the Three Years Ended
December 27, 1998:
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. ("API") (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 Securities and Exchange Commission upon request), and
incorporated by reference herein).
(3.1) Certificate of Incorporation as amended and restated to reflect
amendments effective June 19, 1998 (filed as an Exhibit to the
Company's Form 10-Q dated August 11, 1998, and incorporated by
reference herein).
(3.2) By-laws as amended through May 21, 1998 (filed as an Exhibit to the
Company's Form 10-Q dated August 11, 1998, 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, as amended
effective October 1, 1995 (filed as an Exhibit to the Company's Form
10-K dated March 11, 1996, 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
April 16, 1998 (filed as an Exhibit to the Company's Form 10-Q dated
May 7, 1998, and incorporated by reference herein).
(10.3) The Company's 1991 Executive Cash Bonus Plan, as amended through April
16, 1998 (filed as an Exhibit to the Company's 10-Q dated May 7, 1998,
and incorporated by reference herein).
(10.4) The Company's Non-Employee Directors' Stock Option Plan, as amended
through February 19, 1998 (filed as an Exhibit to the Company's Form
10-Q dated May 7, 1998, and incorporated by reference herein).
<PAGE>
16
(10.5) The Company's Supplemental Executive Retirement Plan, as amended and
restated through January 1, 1993 (filed as an Exhibit to the Company's
Form 10-K dated March 11, 1996, and incorporated by reference herein).
(10.6) Amendment No. 1, dated May 1, 1997, to the Company's Supplemental
Executive Retirement Plan (filed as an Exhibit to the Company's Form
10-Q dated March 30, 1997, and incorporated by reference herein).
(10.7) 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).
(10.7.1) Amendment to Lease between the Company and Z Edison Limited
Partnership, dated May 14, 1997 (filed as an Exhibit to the Company's
Form 10-Q dated November 10, 1998, and incorporated by reference
herein).
(10.7.2) Second Amendment to Lease between the Company and Z Edison Limited
Partnership, dated June 30, 1998 (filed as an Exhibit to the Company's
Form 10-Q dated November 10, 1998, and incorporated by reference
herein).
(10.8) 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).
(10.9) 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).
(10.10) 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).
(10.11) 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).
(10.12) 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).
(10.13) 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).
(10.14) 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).
(10.15) 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).
(10.16) Globe Newspaper Company, Inc. Supplemental Executive Retirement Plan,
as amended effective December 16, 1998.
(10.17) 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).
<PAGE>
17
(10.18) The Company's Deferred Executive Compensation Plan, as amended
effective December 28, 1998, and January 1, 1999.
(10.19) The New York Times Designated Employees Deferred Earnings Plan, as
amended effective December 28, 1998, and January 1, 1999.
(10.20) The Company's Non-Employee Directors Deferral Plan (filed as an Exhibit
to the Company's Form 10-Q dated November 12, 1997, and incorporated by
reference herein).
(10.21) Distribution Agreement, dated as of September 24, 1998, by and among
the Company, Morgan Stanley & Co., Incorporated, Chase Securities Inc.
and Salomon Smith Barney Inc. (filed as an Exhibit to the Company's
Form 8-K dated September 24, 1998, and incorporated by reference
herein).
(10.22) Exchange Rate Agency Agreement, dated as of September 24, 1998, by and
between the Company and Morgan Stanley Dean Witter (filed as an Exhibit
to the Company's Form 8-K dated September 24, 1998, and incorporated by
reference herein).
(10.23) Calculation Agent Agreement, dated as of September 24, 1998, by and
between the Company and The Chase Manhattan Bank (filed as an Exhibit
to the Company's Form 8-K dated September 24, 1998, and incorporated by
reference herein).
(12) Ratio of Earnings to Fixed Charges.
(21) Subsidiaries of the Company.
(23) Consent of Deloitte & Touche LLP.
(27) Financial Data Schedules.
(B) REPORTS ON FORM 8-K
The Company filed a report on Form 8-K dated September 24, 1998, reporting the
filing of the Company's Registration Statement on Form S-3 relating to the
issuance by the Company from time to time of its unsecured debt securities
consisting of notes, debentures or other evidences of indebtedness at an
aggregate initial offering price of $300,000,000 or, if applicable, the
equivalent thereof in one or more foreign currencies or currency units.
<PAGE>
18
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
Date: February 26, 1999
(Registrant)
THE NEW YORK TIMES COMPANY
By: /s/ LAURA J. CORWIN
-----------------------------------------------
Laura J. Corwin, Vice President and 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 Emeritus, Director February 26, 1999
ARTHUR SULZBERGER, JR. Chairman, Director (Principal February 26, 1999
Executive Officer)
RUSSELL T. LEWIS Chief Executive Officer, February 26, 1999
President and Director
MICHAEL GOLDEN Vice Chairman, Senior Vice February 26, 1999
President and Director
JOHN F. AKERS Director February 26, 1999
BRENDA C. BARNES Director February 26, 1999
RICHARD L. GELB Director February 26, 1999
ROBERT A. LAWRENCE Director February 26, 1999
ELLEN R. MARRAM Director February 26, 1999
JOHN M. O'BRIEN Senior Vice President and February 26, 1999
Chief Financial Officer
(Principal Financial Officer)
CHARLES H. PRICE II Director February 26, 1999
GEORGE L. SHINN Director February 26, 1999
DONALD M. STEWART Director February 26, 1999
STUART STOLLER Vice President, Corporate February 26, 1999
Controller (Principal Accounting
Officer)
JUDITH P. SULZBERGER Director February 26, 1999
WILLIAM O. TAYLOR Director February 26, 1999
<PAGE>
THE NEW YORK TIMES COMPANY
Appendix
1998 Financial Report
- --------------------------------------------------------------------------------
Contents Page
- --------------------------------------------------------------------------------
Selected Financial Data F-1
Management's Discussion and Analysis F-3
Consolidated Statements of Income F-13
Consolidated Balance Sheets F-14
Consolidated Statements of Cash Flows F-16
Consolidated Statements of Stockholders' Equity F-18
Notes to the Consolidated Financial Statements F-19
Independent Auditors' Report F-35
Management's Responsibilities Report F-35
Market Information F-35
Quarterly Information F-36
Ten-Year Supplemental Financial Data F-38
<PAGE>
F-1
- --------------------------------------------------------------------------------
SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
Years Ended
-----------------------------------------------------------------------------
December 27, December 28, December 29, December 31,
------------- ------------- ------------- -------------------------
(In thousands, except per share and employee data) 1998 1997 1996 1995 1994
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
REVENUES AND INCOME
Revenues $2,936,705 $2,866,418 $2,628,271 $2,428,124 $2,396,517
Operating profit 515,220 455,102 173,280 232,749 210,899
Income before income taxes and extraordinary item 505,520 437,365 197,909 233,839 388,736
Extraordinary item, net of tax - debt
extinguishment(1) (7,716) -- -- -- --
Net income 278,914 262,301 84,534 135,860 213,349
- ------------------------------------------------------------------------------------------------------------------------------------
FINANCIAL POSITION
Property, plant and equipment - net $1,326,196 $1,366,931 $1,358,029 $1,266,609 $1,158,751
Total assets 3,465,109 3,623,183 3,539,871 3,389,704 3,137,631
Long-term debt and capital lease obligations 597,818 535,428 636,632 637,873 523,196
Common stockholders' equity 1,531,470 1,729,297 1,623,523 1,610,437 1,543,539
- ------------------------------------------------------------------------------------------------------------------------------------
PER SHARE OF COMMON STOCK(2)
Basic earnings per share
Earnings before extraordinary item $1.52 $1.36 $ .43 $ .70 $1.02
Extraordinary item, net of tax - debt
extinguishment(1) (.04) -- -- -- --
- ------------------------------------------------------------------------------------------------------------------------------------
Net income $1.48 $1.36 $ .43 $ .70 $1.02
- ------------------------------------------------------------------------------------------------------------------------------------
Diluted earnings per share
Earnings before extraordinary item $1.49 $1.33 $ .43 $ .70 $1.02
Extraordinary item, net of tax - debt
extinguishment(1) (.04) -- -- -- --
- ------------------------------------------------------------------------------------------------------------------------------------
Net income $1.45 $1.33 $ .43 $ .70 $1.02
- ------------------------------------------------------------------------------------------------------------------------------------
Dividends $ .37 $ .32 $ .29 $ .28 $ .28
Common stockholders' equity $8.11 $8.96 $ 8.34 $ 8.31 $7.42
- ------------------------------------------------------------------------------------------------------------------------------------
KEY RATIOS (see notes on F-2)
Operating profit to revenues 18% 16% 11% 10% 9%
Return on average common stockholders' equity 17% 15% 10% 8% 7%
Return on average total assets 8% 7% 5% 4% 3%
Long-term debt and capital lease obligations
to total capitalization 28% 24% 28% 28% 25%
Current assets to current liabilities .83 .92 .74 .92 .92
- ------------------------------------------------------------------------------------------------------------------------------------
FULL-TIME EQUIVALENT EMPLOYEES 13,200 13,100 12,800 12,300 12,800
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
All earnings per share amounts for special items on the following page are the
same for basic and diluted earnings per share unless otherwise noted.
(1) See Note 8 of the Notes to the Consolidated Financial Statements.
(2) All share and per-share information is presented on a post two-for-one
split basis. The split was effective on June 17, 1998.
<PAGE>
F-2
The following transactions are not reflected in the respective year for income
amounts used in the applicable key ratio calculations presented above:
In 1998 the Company recorded an $8 million after-tax extraordinary item in
connection with the Company's repurchase of $78 million of its $150 million,
8.25% notes due in 2025 (see Note 8 of the Notes to the Consolidated Financial
Statements). In addition, the Company recorded an $8 million pre-tax gain ($5
million after-tax) from the satisfaction of a post-closing requirement related
to the 1997 sale of assets of the Company's tennis, sailing and ski magazines.
The Company also recorded a $5 million pre-tax gain ($3 million after-tax) from
the sale of equipment. These items reduced earnings per share by $.01.
In 1997 the Company recorded an $18 million favorable tax adjustment resulting
from the completion of the Company's federal income tax audits for periods
through 1992 (see Note 9 of the Notes to the Consolidated Financial Statements).
In addition, the Company recorded aggregate pre-tax gains totaling $10 million
($6 million after-tax) from the sale of assets of the Company's tennis, sailing
and ski magazines and certain other properties, net of the exit costs associated
with the shutdown of a golf-related business (see Note 2 of the Notes to the
Consolidated Financial Statements). The Company also recorded a $10 million
pre-tax noncash charge ($6 million after-tax) relating to the adoption of
Emerging Issues Task Force Issue No. 97-13, Accounting for Costs Incurred in
Connection with a Consulting Contract or an Internal Project That Combines
Business Process Reengineering and Information Technology Transformation ("EITF
97-13") (see Note 3 of the Notes to the Consolidated Financial Statements).
These items increased earnings per share by $.09.
In 1996 the Company recorded a $127 million pre-tax noncash charge ($95 million
after-tax) relating to Statement of Financial Accounting Standards No. 121,
Accounting for Impairment of Long-Lived Assets and for Long-Lived Assets To Be
Disposed Of ("SFAS 121 charge") (see Note 4 of the Notes to the Consolidated
Financial Statements). The Company also recorded pre-tax gains totaling $33
million ($18 million after-tax) from the sale of a building and the realization
of a gain contingency from the disposition of a paper mill in a prior year (see
Note 2 of the Notes to the Consolidated Financial Statements). These items
reduced basic earnings per share by $.40 and diluted earnings per share by $.39.
In 1995 the Company recorded a pre-tax gain of $11 million ($5 million
after-tax) from the sale of several small regional newspapers (see Note 2 of the
Notes to the Consolidated Financial Statements). This gain increased earnings
per share by $.03.
In 1994 the Company recorded a net pre-tax gain of $201 million ($103 million
after-tax) from the sale of its Women's Magazines Division and U.K. golf
publications, and the disposition of a minority interest in a Canadian paper
mill. This gain increased basic and diluted earnings per share by $.50 and $.49.
<PAGE>
F-3
MANAGEMENT'S DISCUSSION AND ANALYSIS
OVERVIEW
In 1998 newspapers contributed 91% of the Company's $2.94 billion in revenues,
while broadcast accounted for 5% and magazines for 4%.
Advertising revenues accounted for 71% of the Company's total revenues in 1998,
circulation revenues made up 23%, and newspaper distribution operations and
database royalties made up the balance.
Newsprint is the major component of the Company's cost of raw materials.
Newsprint market prices in 1998 increased over the prior year, although they did
not rise to the levels of 1996. Newsprint prices are expected to soften in 1999
from 1998 levels.
Below is an analysis of the Company's operating costs for the year ended
December 27, 1998.
CONSOLIDATED OPERATING EXPENSE COMPONENTS
[The following table was depicted as a bar graph in the printed materials.]
[GRAPHIC OMITTED]
Wages and Benefits 41%
Raw Materials 15%
Other Operating Costs 36%
Depreciation & Amortization 8%
RESULTS OF OPERATIONS
CONSOLIDATED RESULTS
The Company's consolidated financial results for 1998, 1997 and 1996 were as
follows:
- --------------------------------------------------------------------------------
% Change
---------------
(In millions, 1998 1997 1996 98-97 97-96
except per share data)
- --------------------------------------------------------------------------------
Revenues $ 2,937 $ 2,866 $ 2,628 2.5% 9.1%
- --------------------------------------------------------------------------------
Operating profit $ 515 $ 455 $ 173 13.2% N/A
- --------------------------------------------------------------------------------
Net Income before
special items $ 283 $ 249 $ 187 13.7% 33.2%
Special items (4) 13 (102) N/A N/A
- --------------------------------------------------------------------------------
Total $ 279 $ 262 $ 85 6.5% N/A
- --------------------------------------------------------------------------------
Diluted earnings per
share before
special items $ 1.48 $ 1.26 $ .94 17.5% 34.0%
Special items (.03) .07 (.51) N/A N/A
- --------------------------------------------------------------------------------
Total $ 1.45 $ 1.33 $ .43 9.0% N/A
- --------------------------------------------------------------------------------
Revenues were $2.94 billion in 1998, up from $2.87 billion in 1997. The 1997
revenues were up 9.1% from $2.63 billion in 1996. Revenues in all three years
improved mostly as a result of higher advertising rates and volume. On a
comparable basis, adjusted for acquisitions and dispositions, revenues increased
4.3% in 1998 and 7.2% in 1997.
For an explanation of special items, see "Special Items" section below.
All references to earnings per share in this Management's Discussion and
Analysis are to diluted earnings per share and reflect a two-for-one stock
split. The split was effective on June 17, 1998.
Operating profit for 1998 increased 13.2% to $515 million from $455 million in
1997, mainly due to higher advertising revenues at the Newspaper Group and
tighter cost controls throughout the Company, despite higher newsprint expense.
In 1997 operating profit rose to $455 million from $173 million in 1996.
Operating profit for 1997, exclusive of special items, rose to $474 million from
$344 million in 1996. The improvement in operating profit was mainly due to
higher advertising revenues and lower newsprint expense in the Newspaper Group
and the continuing strong performance of KFOR-TV in Oklahoma City, Oklahoma, and
WHO-TV in Des Moines, Iowa, which the Company acquired in 1996.
<PAGE>
F-4
The Company's consolidated EBITDA (earnings before interest, taxes, depreciation
and amortization) for 1998 increased 10.9% to $724 million, excluding all
special items except costs associated with work force reductions ("Buyouts").
Excluding all special items, EBITDA rose 10.3% to $730 million for 1998. For
1997, EBITDA rose to $653 million from $466 million in 1996 excluding all
special items except Buyouts. EBITDA for 1997, excluding all special items, was
$662 million compared with $510 million in 1996.
EBITDA is presented because it is a widely accepted indicator of funds available
to service debt, although it is not a measure of liquidity or of financial
performance under generally accepted accounting principles ("GAAP"). The Company
believes that EBITDA, while providing useful information, should not be
considered in isolation or as an alternative to net income or cash flows as
determined under GAAP.
OPERATING EXPENSES
Consolidated operating expenses were as follows:
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
Increase/
(Decrease)
% Change
----------------------------------
(In millions) 1998 1997 1996 98-97 97-96
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Production costs
Raw materials $ 354 $ 323 $ 363 9.6% (11.0%)
Wages and benefits 598 605 558 (1.2%) 8.4%
Other 509 484 440 5.2% 10.0%
- ----------------------------------------------------------------------------------------------------------
Total production
costs 1,461 1,412 1,361 3.5% 3.7%
- ----------------------------------------------------------------------------------------------------------
Selling, general and
administrative
expenses 960 999 967 (3.9%) 3.3%
- ----------------------------------------------------------------------------------------------------------
Impairment loss -- -- 127 N/A N/A
- ----------------------------------------------------------------------------------------------------------
Total $ 2,421 $ 2,411 $ 2,455 .4% (1.8%)
- ----------------------------------------------------------------------------------------------------------
</TABLE>
Production costs for 1998 rose 3.5% to $1.5 billion. This increase was mainly
due to higher newsprint expense offset by lower costs as a result of certain
divested properties. In 1997 production costs increased 3.7% to $1.4 billion.
That increase was primarily due to higher salary and payroll-related costs and
depreciation expenses associated with new production facilities, partly offset
by lower newsprint expense.
Selling, general and administrative ("SGA") expenses for 1998 decreased 3.9% to
$1 billion from 1997 as a result of lower compensation costs and the disposition
of six magazines and other properties. In 1997 SGA expenses increased 3.3% over
1996. SGA expenses for 1997, exclusive of Buyouts and the EITF 97-13 charge (see
Note 3 of the Notes to the Consolidated Financial Statements), increased 6.2% to
$980 million from $923 million in 1996, exclusive of Buyouts.
The impairment loss in 1996 is related to the SFAS 121 charge of $127 million
(see Note 4 of the Notes to the Consolidated Financial Statements).
OTHER ITEMS
Joint Ventures
Income from Joint Ventures increased to $21 million in 1998 from $14 million in
1997. The increase was primarily due to higher selling prices for paper at the
two mills in which the Company has equity interests. In 1997 Income from Joint
Ventures decreased to $14 million from $18 million in 1996. The decrease
resulted from lower paper prices and the disposition in December 1996 of a new
venture that had operated at a loss.
Interest Expense
Net interest expense, which appears in the Company's Consolidated Statements of
Income as the line item "Interest Expense-net," increased to $43 million in 1998
from $42 million in 1997. The increase is primarily the result of a reduction in
capitalized interest, offset by lower interest expense on long-term borrowings.
In 1997 net interest expense increased to $42 million from $26 million in 1996.
The increase was primarily a result of lower capitalization of interest expense
associated with the construction of the Company's College Point and Lakeland
printing plants.
Total interest income and capitalized interest were $4 million in 1998, $8
million in 1997 and $24 million in 1996.
Taxes
The Company's annual effective tax rates were 43.3% in 1998, 44.1% in 1997 and
44.7% in 1996. The effective tax rates exclude the tax effects of special items
in the applicable year. The decline in the effective tax rate was primarily
attributable to lower state and local taxes and lower levels of non-deductible
items associated with acquisitions.
EARNINGS PER SHARE
Diluted earnings per share in 1998 were $1.48, up 17.5% from $1.26 in 1997,
excluding special items. The improvement was primarily due to stronger
advertising revenues in the Newspaper Group, which resulted from higher rates
and volume, and tighter cost controls throughout the Company. Diluted earnings
per share in 1997 were up 34.0% from $.94 in 1996, excluding special items.
Diluted earnings per share as reported in the Company's Consolidated Statements
of Income were $1.45 in 1998, $1.33 in 1997 and $.43 in 1996. The improvement
was mainly due to revenue gains in all three business segments (newspapers,
broadcast and magazines) and the SFAS 121 charge in 1996. The basic weighted
average Class A and Class B common shares outstanding were 189 million in 1998,
193 million in 1997 and 195 million in 1996. The diluted weighted average Class
A and Class B common shares outstanding were 193 million in 1998, 197 million in
1997 and 197 million in 1996.
<PAGE>
F-5
SPECIAL ITEMS
Over the past three years, the Company has realized gains on the disposition of
certain assets and favorably settled a federal tax audit. The Company also
recorded expenses for noncash accounting charges, Buyouts and a debt
extinguishment (see Note 8 of the Notes to the Consolidated Financial
Statements). These items were as follows:
1998
These special items reduced net income by $4 million and earnings per share by
$.03.
o An $8 million after-tax extraordinary charge in connection with the
Company's repurchase of $78 million of its $150 million, 8.25% notes due
in 2025. This charge reduced earnings per share by $.04.
o An $8 million pre-tax gain from the satisfaction of a post-closing
requirement related to the 1997 sale of the Company's assets of its
tennis, sailing and ski magazines. This gain increased earnings per share
by $.02.
o A $5 million pre-tax gain from the sale of equipment. This gain increased
earnings per share by $.01.
o A $5 million pre-tax charge for Buyouts. This charge reduced earnings per
share by $.02.
1997
These special items increased net income by $13 million and earnings per share
by $.07.
o An $18 million after-tax gain resulting from a favorable tax adjustment
from the completion of the Company's federal income tax audits for periods
through 1992. This gain increased earnings per share by $.09.
o A $10 million pre-tax gain from the sale of assets of the Company's
tennis, sailing and ski magazines and certain other properties. This gain
increased earnings per share by $.03.
o A $10 million pre-tax charge resulting from a noncash charge relating to
the adoption of EITF 97-13. This charge reduced earnings per share by
$.03.
o A $9 million pre-tax charge for Buyouts. This charge reduced earnings per
share by $.02.
1996
These special items reduced net income by $102 million and basic and diluted
earnings per share by $.53 and $.51.
o A $127 million pre-tax charge resulting from a noncash charge relating to
the SFAS 121 charge. This charge reduced basic and diluted earnings per
share by $.49 and $.48.
o A $25 million pre-tax gain from the realization of a gain contingency from
the disposition of an investment in a paper mill in a prior year. This
gain increased earnings per share by $.07.
o An $8 million pre-tax gain from the sale of the Company's 110 Fifth Avenue
building. This gain increased earnings per share by $.02.
o A $44 million pre-tax charge for Buyouts. This charge reduced basic and
diluted earnings per share by $.13 and $.12.
<PAGE>
F-6
OPERATING SEGMENT INFORMATION
REVENUES AND OPERATING PROFIT
Consolidated revenues, EBITDA and operating profit by business segment were as
follows:
- --------------------------------------------------------------------------------
% Change
------------------
(In millions) 1998 1997 1996 98-97 97-96
- --------------------------------------------------------------------------------
Revenues
Newspapers $ 2,665 $ 2,557 $ 2,348 4.2% 8.9%
Broadcast 151 144 119 4.9% 21.0%
Magazines 121 165 161 (26.7%) 2.5%
- --------------------------------------------------------------------------------
Total revenues $ 2,937 $ 2,866 $ 2,628 2.5% 9.1%
- --------------------------------------------------------------------------------
EBITDA
Newspapers $ 644 $ 594 $ 444 8.4% 33.8%
Broadcast 63 57 45 10.5% 26.7%
Magazines 18 21 19 (14.3%) 10.5%
- --------------------------------------------------------------------------------
Total Segment
EBITDA $ 725 $ 672 $ 508 7.9% 32.3%
- --------------------------------------------------------------------------------
Operating Profit
Newspapers $ 478 $ 435 $ 180 9.9% N/A
Broadcast 45 39 31 15.4% 25.8%
Magazines 22 28 25 (21.4%) 12.0%
Unallocated
corporate expenses (30) (47) (63) 36.2% 25.4%
- --------------------------------------------------------------------------------
Total operating profit $ 515 $ 455 $ 173 13.2% N/A
- --------------------------------------------------------------------------------
Newspaper Group
The Newspaper Group includes The New York Times (the "Times"), The Boston Globe
(the "Globe"), 21 regional newspapers (the "Regionals"), newspaper distributors,
a news service, a features syndicate, TimesFax, licensing operations of the
Times, databases/microfilm and New Ventures. New Ventures include, among other
things, projects developed in electronic media.
- --------------------------------------------------------------------------------
(In millions) 1998 1997 1996
- --------------------------------------------------------------------------------
Revenues
Newspapers $ 2,642 $ 2,541 $ 2,339
New Ventures 23 16 9
- --------------------------------------------------------------------------------
Total Revenues $ 2,665 $ 2,557 $ 2,348
- --------------------------------------------------------------------------------
EBITDA
Newspapers $ 656 $ 600 $ 455
New Ventures (12) (6) (11)
- --------------------------------------------------------------------------------
Total EBITDA $ 644 $ 594 $ 444
- --------------------------------------------------------------------------------
Operating Profit (Loss)
Newspapers $ 491 $ 442 $ 196
New Ventures (13) (7) (16)
- --------------------------------------------------------------------------------
Total Operating Profit $ 478 $ 435 $ 180
- --------------------------------------------------------------------------------
The Newspaper Group's operating profit for 1998 rose to $478 million, compared
with $435 million in 1997. The improvement stemmed from higher advertising
revenues and improved cost containment, despite an increase of 12.9% in
newsprint expense. The Company's average cost of newsprint rose 8.8% and
consumption increased 4.1%. Revenues grew to $2.67 billion in 1998, up 13.6 %
from $2.35 billion in 1996. In 1996 operating profit was $335 million, excluding
the SFAS 121 charge and Buyouts. The increases in revenues for the past three
years were primarily due to higher advertising rates and volume and a slight
increase in circulation revenues. Other revenue was flat in 1998 compared with
1997. However, other revenue increased 25.2% in 1997 as the Times expanded its
wholesale newspaper delivery operations. Operating profit for 1997 included a
favorable 15% decrease in newsprint expense compared with 1996, exclusive of
LIFO adjustments.
Advertising, circulation and other revenue, by major product of the Newspaper
Group, were as follows:
- --------------------------------------------------------------------------------
% Change
------------------
(In millions) 1998 1997 1996 98-97 97-96
- --------------------------------------------------------------------------------
The New York Times
Advertising $1,059 $ 989 $ 881 7.0% 12.3%
Circulation 442 428 418 3.3% 2.4%
Other 141 142 113 (0.7%) 25.7%
- --------------------------------------------------------------------------------
Total $1,642 $1,559 $1,412 5.3% 10.4%
- --------------------------------------------------------------------------------
The Boston Globe
Advertising $ 449 $ 441 $ 402 1.8% 9.7%
Circulation 133 134 132 (0.7%) 1.5%
Other 8 8 5 N/A N/A
- --------------------------------------------------------------------------------
Total $ 590 $ 583 $ 539 1.2% 8.2%
- --------------------------------------------------------------------------------
Regional Newspapers
Advertising $ 342 $ 323 $ 308 5.9% 4.9%
Circulation 77 78 76 (1.3%) 2.6%
Other 14 14 13 N/A 7.7%
- --------------------------------------------------------------------------------
Total $ 433 $ 415 $ 397 4.3% 4.5%
- --------------------------------------------------------------------------------
Total Newspaper
Group
Advertising $1,850 $1,753 $1,591 5.5% 10.2%
Circulation 652 640 626 1.9% 2.2%
Other 163 164 131 (0.6%) 25.2%
- --------------------------------------------------------------------------------
Total $2,665 $2,557 $2,348 4.2% 8.9%
- --------------------------------------------------------------------------------
<PAGE>
F-7
Advertising volume for the Times, the Globe and the Regionals was as follows:
- --------------------------------------------------------------------------------
% Change
------------------
(Inches in thousands,
preprints in thousands
of copies) 1998 1997 1996 98-97 97-96
- --------------------------------------------------------------------------------
The New York Times
Retail 587 607 620 (3.3%) (2.1%)
National 1,393 1,331 1,230 4.7% 8.2%
Classified 997 971 918 2.7% 5.8%
Zoned 1,019 1,034 1,000 (1.5%) 3.4%
- --------------------------------------------------------------------------------
Total 3,996 3,943 3,768 1.3% 4.6%
- --------------------------------------------------------------------------------
Preprints 343,070 318,490 296,839 7.7% 7.3%
- --------------------------------------------------------------------------------
The Boston Globe
Retail 702 730 765 (3.8%) (4.6%)
National 697 630 555 10.6% 13.5%
Classified 1,351 1,346 1,295 0.4% 3.9%
Zoned 279 304 304 (8.2%) N/A
- --------------------------------------------------------------------------------
Total 3,029 3,010 2,919 0.6% 3.1%
- --------------------------------------------------------------------------------
Preprints 787,016 729,228 686,628 7.9% 6.2%
- --------------------------------------------------------------------------------
Regional Newspaper
Retail 7,884 7,830 7,933 0.7% (1.3%)
National 253 275 240 (8.0%) 14.6%
Classified 476 454 479 4.8% (5.2%)
Zoned 7,461 7,087 6,951 5.3% 2.0%
- --------------------------------------------------------------------------------
Total 16,074 15,646 15,603 2.7% 0.3%
- --------------------------------------------------------------------------------
Preprints 1,082,712 1,013,200 928,765 6.9% 9.1%
- --------------------------------------------------------------------------------
Circulation for the Times, the Globe and the Regionals was as follows:
- --------------------------------------------------------------------------------
Weekday Sunday
(Copies in thousands) 1998 % Change 1998 % Change
- --------------------------------------------------------------------------------
Average Circulation
The New York Times 1,094 .5% 1,645 (.4%)
The Boston Globe 470 (1.1%) 746 (1.3%)
Regional Newspapers 737 .5% 788 (.1%)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Weekday Sunday
(Copies in thousands) 1997 % Change 1997 % Change
- --------------------------------------------------------------------------------
Average Circulation
The New York Times 1,089 (1.2%) 1,651 (1.7%)
The Boston Globe 475 .6% 755 (1.0%)
Regional Newspapers 733 .5% 789 (0.2%)
- --------------------------------------------------------------------------------
In 1998 the Times took several steps to improve the quality and levels of its
home delivery circulation base. Circulation growth expanded due to improved
availability in major markets across the nation. The Times started to realize
the benefits of this strategy as daily circulation increased in 1998 and the
decline on Sunday slowed. The Times and the Globe also added new sections and
made improvements in delivery service to attract new readers and retain existing
ones.
Broadcast Group
The Broadcast Group is comprised of eight network-affiliated television stations
and two radio stations.
- --------------------------------------------------------------------------------
(In millions) 1998 1997 1996
- --------------------------------------------------------------------------------
Revenues $151 $ 144 $119
- --------------------------------------------------------------------------------
EBITDA 63 57 45
- --------------------------------------------------------------------------------
Operating Profit $ 45 $ 39 $ 31
- --------------------------------------------------------------------------------
The Broadcast Group's operating profit was $47 million in 1998, $39 million in
1997 and $31 million in 1996, excluding Buyouts. Revenues were $151 million in
1998, $144 million in 1997 and $119 million in 1996.
Revenues and operating profit rose in 1998 mainly due to political advertising
generated by mid-term elections and referendums, the Winter Olympics and
stringent cost controls. The revenue and operating profit increases in 1997 were
principally due to the strong performance of KFOR-TV in Oklahoma City, Oklahoma,
and WHO-TV in Des Moines, Iowa.
<PAGE>
F-8
Magazine Group
This group consists of Golf Digest, Golf World and Golf Shop Operations, related
activities in the golf field and new ventures such as on-line magazine services.
- --------------------------------------------------------------------------------
(In millions) 1998 1997 1996
- --------------------------------------------------------------------------------
Revenues
Magazines $ 114 $ 153 $ 150
Non-Compete Agreement 6 10 10
New Ventures 1 2 1
- --------------------------------------------------------------------------------
Total Revenues $ 121 $ 165 $ 161
- --------------------------------------------------------------------------------
EBITDA
Magazines $ 19 $ 28 $ 26
New Ventures (1) (7) (7)
- --------------------------------------------------------------------------------
Total EBITDA $ 18 $ 21 $ 19
- --------------------------------------------------------------------------------
Operating Profit (Loss)
Magazines $ 17 $ 26 $ 23
Non-Compete Agreement 6 10 10
New Ventures (1) (8) (8)
- --------------------------------------------------------------------------------
Total Operating Profit $ 22 $ 28 $ 25
- --------------------------------------------------------------------------------
The Magazine Group's operating profit declined in 1998 to $22 million from $28
million in 1997 and $25 million in 1996. On a comparable basis, excluding
divestitures and income from a non-compete agreement, revenues in 1998 exceeded
1997 and 1996. Consolidation in the golf industry and a very competitive
advertising environment adversely affected the Group's performance in 1998.
Additionally, the benefits of the non-compete agreement expired in July 1998. In
1998 operating profit was also negatively impacted by a charge for Buyouts but
benefited from lower New Venture losses. In 1997 the Company completed the sale
of the assets of its tennis, sailing and ski magazines and exited its new
venture in the tee-time reservation business. The Magazine Group's operating
results include 11 months in 1997 and a full year in 1996 of the tennis, sailing
and ski magazines (see Note 2 of the Notes to the Consolidated Financial
Statements).
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by operating activities was $451 million in 1998, compared
with $450 million in 1997. Operating cash flow was primarily used for share
repurchases, capital expenditures, debt repayment and dividends.
Net cash used in investing activities was $56 million in 1998, compared with
$117 million in 1997. The decrease of $61 million in 1998 was mainly due to
lower capital expenditures.
Net cash used in financing activities was $466 million in 1998, compared with
$265 million in 1997. The increase of $201 million in 1998 was primarily related
to stock repurchases and the repurchase of the Company's debentures, partly
offset by an increase in commercial paper outstanding (see Note 8 of the Notes
to the Consolidated Financial Statements).
Cash generated from the Company's operations and from external sources should be
adequate to cover working capital needs, stock repurchases, planned capital
expenditures, dividend payments to stockholders and other cash requirements. The
ratio of current assets to current liabilities was .83 at December 27, 1998, and
.92 at December 28, 1997. The decrease in the ratio of current assets to current
liabilities is primarily related to lower short-term investments at December 27,
1998. Long-term debt and capital lease obligations, as a percentage of total
capitalization, were 28% at December 27, 1998, and 24% at December 28, 1997.
FINANCING
The Company currently maintains $300 million in revolving credit agreements,
which require, among other matters, specified level of stockholders' equity. The
amount of stockholders' equity over the required levels was $600 million at
December 27, 1998, compared with $936 million at December 28, 1997. The decrease
in the level of unrestricted stockholders' equity is mainly due to the Company's
stock repurchase program. In July 1998, the Company renewed its $100 million
revolving credit agreement, which had a maturity of July 1998, through July
1999. The remaining $200 million revolving credit agreement expires in July
2002.
The Company had $124 million in commercial paper outstanding with an annual
weighted average interest rate of 5.3% and an average of 41 days to maturity at
December 27, 1998. No such borrowings were outstanding at December 28, 1997.
On August 21, 1998, the Company filed a $300 million shelf registration
statement on Form S-3 with the Securities and Exchange Commission for unsecured
debt securities that may be issued by the Company from time to time. The
registration statement became effective August 28, 1998. On September 24, 1998,
the Company filed a prospectus supplement to allow the issuance of up to $300
million in medium-term notes. On October 8, 1998, the Company issued $49.5
million under the medium-term note program. These notes mature on October 8,
2003, and pay interest semi-annually at a rate of 5%. On December 4, 1998, the
Company issued an additional $49.5 million under this program at a semi-annual
interest rate of 5.625% due on December 4, 2008. The proceeds were utilized to
pay down borrowings under the Company's commercial paper program.
<PAGE>
F-9
In October 1993 the Company issued $200 million of senior notes. Five-year notes
totaling $100 million were due in October 1998 while the remaining $100 million
notes are due in April 2000. On October 28, 1998, the Company repaid $100
million due on its five-year senior notes.
The Company's tender offer for any and all of its $150 million of outstanding
publicly held 8.25% debentures due March 15, 2025, expired on April 2, 1998. The
debenture holders tendered $78 million of the outstanding debentures. The
Company financed the purchase of the debentures with available cash and through
its existing commercial paper facility. By replacing higher rate long-term
borrowings with lower-rate short-term alternatives, the Company expects to
reduce interest expense and generate a positive return on a net present value
basis. Total cash paid in connection with the tender offer was approximately $89
million. The Company incurred a charge to operations in 1998 of $14 million ($8
million after-tax) in connection with this debt extinguishment (see Note 8 of
the Notes to the Consolidated Financial Statements).
The Company's total long-term debt, including capital leases, was $600 million
at December 27, 1998, and $639 million at December 28, 1997. The increase is
primarily attributable to the issuance of medium-term notes and an increase in
capitalized lease obligations as a result of amendments to the Company's lease
for the Edison facility, offset by the Company's debt tender offer described
above.
CAPITAL EXPENDITURES
The Company estimates that capital expenditures for 1999 will range from $90
million to $100 million, compared with $82 million in 1998 and $160 million in
1997. The 1998 Capital Expenditures exclude amounts related to the Company's
Edison facility lease renegotiations (see Note 15 of the Notes to the
Consolidated Financial Statements).
DEPRECIATION AND AMORTIZATION
The Company expects that depreciation and amortization expense will be $195
million to $200 million for 1999, compared with $188 million in 1998 and $174
million in 1997.
YEAR 2000 READINESS DISCLOSURE
The Company has evaluated the potential impact of the situation commonly known
as the "Year 2000 problem." The Year 2000 problem, which is common to most
corporations, concerns the ability of information systems, primarily computer
software programs, to properly recognize and process date-sensitive information
related to the Year 2000.
THE COMPANY'S STATE OF READINESS
In April 1997 the Company began to identify all of its Year 2000 concerns for
all facets of its operations. A Year 2000 Program Office was established, and a
detailed inventory of all systems issues required to be addressed in connection
with the Year 2000 was created. Information was gathered for each system
including:
o location
o type of system and its relative importance
o probable method and cost of remediation and
o targeted start and end dates for addressing Year 2000 issues.
This inventory includes systems to:
o create the Company's publications
o operate the Company's production and distribution facilities
o operate the Company's broadcast stations
o operate the Company's business and financial applications and
o control facility and infrastructure areas (building systems, utilities,
security systems, etc.).
The systems identified in the inventory were further categorized into five
priority classifications:
o Shutdown -- highest priority. If these systems (e.g., editorial systems,
presses, and utilities) were to fail, the Company's ability to continue
its operations would be seriously impaired. Approximately 9% of the
identified systems are in this category.
o Impractical Workaround -- If these systems were to fail, the available
alternatives are too expensive to implement. Approximately 9%.
o Costly Workaround -- If these systems were to fail, a feasible but costly
alternative exists. Approximately 28%.
o Additional But Manageable Cost -- If these systems fail, an alternative
solution exists at a moderate cost. Approximately 22%.
o No Impact -- Little if any consequence to the business if these systems
fail. Approximately 32%.
<PAGE>
F-10
By October 1997 the Company had completed the inventory phase and turned its
attention to the remediation phase. Target dates for each item in the inventory
were identified and are continually monitored to ensure timely resolution of the
issues. The remediation strategy involves a mix of purchasing new systems,
modifying existing systems, retiring obsolete systems and confirming vendor
compliance. As of January 31, 1999, 85% of all systems had been remediated and
tested. Testing systems for Year 2000 compliance includes the use of dates that
simulate transactions and environments, both prior and subsequent to the Year
2000, including specific testing for leap year.
The Company has communicated with most of its suppliers and other vendors, and
is contacting its significant advertisers, seeking assurances that they will be
Year 2000 compliant. Although there is no certainty that any major business
partner will function without disruption in the Year 2000, the Company's goal is
to obtain detailed information about its advertisers' and suppliers' Year 2000
plans and to identify those companies that could pose a significant risk of
failure. The Company will make alternate arrangements where necessary.
Generally, the Company is not dependent on a single source for any products or
services, except for products or services supplied by public utilities. In the
event a significant supplier or other vendor is unable to provide products or
services to the Company due to a Year 2000 failure, the Company believes it has
adequate alternate sources for such products or services. There is no guarantee,
however, that such alternate products or services would be available at the same
terms and conditions or that the Company would not experience some adverse
effects as a result of switching to alternate sources.
THE COSTS TO ADDRESS THE COMPANY'S YEAR 2000 ISSUES
To date, the Company has identified total estimated costs in connection with the
Year 2000 problem of between $15 million and $20 million. This estimate does not
include systems previously scheduled for replacement without regard to the Year
2000 issue. Of this amount, approximately $10 million will be for systems
replacements involving capital outlays (which are not deducted as an expense on
the Company's Consolidated Statements of Income). The remaining amount is being
deducted as an expense on the Company's Consolidated Statements of Income
through 1999. Approximately 75% of this expense total is attributable to the use
of currently available internal resources. The cost of the Company's Year 2000
remediation efforts is being funded with cash flows from operations.
RISKS OF YEAR 2000 ISSUES
With respect to its internal operations, those over which the Company has direct
control, the Company believes that all of its critical systems (i.e., those
categorized in the shutdown or impractical workaround categories described
above) will be remediated and tested by the end of the second quarter of 1999.
Like most large business enterprises, the Company is reliant upon certain
critical vendors. Certain of these vendors have yet to provide a Year 2000
compliant product, while services that are provided by certain other vendors
cannot be tested (i.e., power and telecommunications). The Company believes the
possibility of critical vendor failures to be remote based on the information
supplied to date by such critical vendors.
CONTINGENCY PLANS
The Company's Year 2000 strategies include contingency planning, encompassing
business continuity both within the Company and in the external business
environment. The planning effort encompasses all critical Company areas. The
Company's contingency planning for the Year 2000 will address a variety of
scenarios that could occur.
Because of the Company's extensive efforts to formulate and carry out an
effective Year 2000 remediation program, the Company believes that such
remediation will be completed on a timely basis and should effectively minimize
any disruption to the Company's operations due to Year 2000 issues. The Company
does not expect Year 2000 issues to have a material effect on its results of
operations, liquidity or financial condition.
NEW ACCOUNTING PRONOUNCEMENT
In June 1998 the Financial Accounting Standard's Board issued Statement of
Financial Accounting Standards No. 133, Accounting for Derivative Instruments
and Hedging Activities ("SFAS No. 133"), which is effective for all quarters of
fiscal years beginning after June 15, 1999. SFAS No. 133 requires that an entity
recognize all derivatives as either assets or liabilities and measure those
instruments at fair value. Unless the entity can treat the derivative as a hedge
according to certain criteria, the entity may be required to deduct any changes
in the derivative's fair value from its operating income. The adoption of SFAS
133 is not expected to have a material effect on the Company's Consolidated
Financial Statements.
<PAGE>
F-11
FACTORS THAT COULD AFFECT OPERATING RESULTS
This Form 10-K contains forward-looking statements. Additional written and oral
forward-looking statements may be made by the Company from time to time in
Securities and Exchange Commission ("SEC") filings and otherwise. The Company
cautions readers that results predicted by forward-looking statements,
including, without limitation, those relating to the Company's:
o future business prospects
o revenues
o working capital
o liquidity
o capital needs
o interest costs and
o income
are subject to certain risks and uncertainties that could cause actual results
to differ materially from those indicated in the forward-looking statements. The
risks and uncertainties include those listed below as well as other risks and
factors identified from time to time in the Company's filings with the SEC.
ADVERTISING REVENUES
Advertising is the Company's most significant source of revenue. Competition
from other forms of media available in the Company's various markets, including
direct marketing, affects the Company's ability to attract and retain
advertisers and to increase advertising rates. Advertising could be negatively
affected by an economic downturn in any of the Company's markets.
Advertising revenues cause the Company's quarterly consolidated results to vary
by season. Second-quarter and fourth-quarter advertising volume is higher than
first- and third-quarter volume since economic activity tends to be lower after
the holidays and in the summer. National and local economic conditions,
particularly in the New York City and Boston metropolitan regions, affect the
levels of the Company's retail, national and most particularly, classified
advertising revenue. Structural changes in the retail environment may also
depress the level of display advertising revenue.
CIRCULATION REVENUES
Circulation is a significant source of revenue for the Company. Circulation
revenue and the Company's ability to achieve price increases for its products
are affected by competition from other publications and other forms of media
available in the Company's various markets. Circulation could also be negatively
affected by an economic downturn in the Company's markets, including, but not
limited to, the New York City or Boston metropolitan regions. Decreased consumer
spending on discretionary items like newspapers and magazines and the decreasing
number of newspaper readers among young people could also negatively affect
circulation.
PAPER PRICES
Newsprint and magazine paper are the Company's most important raw material and
represent a significant portion of the Company's operating costs. The Company's
operating
results could be adversely affected to the extent that such historically
volatile raw material prices increase materially.
LABOR RELATIONS
Advances in technology and other factors have allowed the Company to lower costs
by reducing the size of its work force. There is no assurance that the Company
will continue to be able to reduce costs in this way. A significant portion of
the Company's employees are unionized and the Company's results could be
adversely affected if labor negotiations were to restrict its ability to
maximize the efficiency of its operations. In addition, if the Company
experienced labor unrest, its ability to produce and deliver its largest
products could be impaired.
NEW PRODUCTS IN NEW MARKETS
There are substantial uncertainties associated with the Company's efforts to
develop new products and services for evolving markets. The success of these
ventures will be determined by the Company's efforts, and in some cases by those
of its partners, fellow investors and licensees. Initial timetables for the
introduction and development of new products or services may not be achieved and
price/profitability targets may not prove feasible. External factors, such as
the development of competitive alternatives and market response, may cause new
markets to move in unanticipated directions.
Because of the potential threat to the Company's traditional sources of revenue
(particularly classified advertising and circulation) posed by on-line
competition, the Company may seek to develop its own on-line products, which may
incur losses. The Company may also consider the acquisition of specific
properties or business that fall outside its preferred parameters if it deems
such properties sufficiently attractive.
PRODUCT PORTFOLIO; ACQUISTIONS
From time to time, the Company evaluates the various components of its portfolio
of products and may, as a result, buy or sell different properties. Such
acquisitions or divestitures may affect the Company's costs, revenues and
profitability.
Acquisitions involve risks, including difficulties in integrating acquired
operations, diversions of management resources, debt incurred in financing such
acquisitions and unanticipated problems and liabilities.
<PAGE>
F-12
TELEVISION BROADCASTING
The Company's television stations are subject to continuing technology and
regulatory developments that may affect their future profitability. The advent
of digital broadcasting is one such development. The Federal Communications
Commission ("FCC") adopted rules in 1997 under which all television stations are
required to change to a new system of digital broadcasting. The direct hardware
cost of this change will be substantial and the new digital stations are
unlikely to produce significant additional revenue until consumers have
purchased a substantial number of digital television receivers. Additionally,
the new digital transmission systems to be used by television stations, cable
systems and direct broadcast satellites could greatly increase the number of
electronic video services with which the Company's stations compete.
YEAR 2000
A discussion of the Company's plans and assessments with respect to the Year
2000 problem is included above in this Management's Discussion and Analysis
section. The Company is undertaking a remediation program to address issues
related the Year 2000 problem. While the Company does not expect Year 2000
issues to have a material effect on results of operations, liquidity or
financial conditions, the Company cannot guarantee that the Year 2000 problem
will not disrupt operations or adversely affect its financial results. The
Company is dealing with the issues arising from this problem on a timely and
systematic basis.
The foregoing list of factors should not be construed as exhaustive or as any
admission regarding the adequacy of disclosure made by the Company.
The Company disclaims any intention or obligation to update or revise
forward-looking statements, whether as a result of new information, future
events or otherwise.
MARKET RISK
The Company's qualitative and quantitative market risk is principally associated
with market interest rate fluctuations related to its debt obligations. Any such
market risk is not considered significant by the Company.
<PAGE>
F-13
CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
Years Ended
---------------------------------------------
December 27, December 28, December 29,
(In thousands, except per share data) 1998 1997 1996
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
REVENUES
Advertising $ 2,073,540 $ 1,999,844 $ 1,811,411
Circulation 678,784 672,662 659,818
Other 184,381 193,912 157,042
- -----------------------------------------------------------------------------------------------
Total 2,936,705 2,866,418 2,628,271
- -----------------------------------------------------------------------------------------------
COSTS AND EXPENSES
Production costs
Raw materials 354,085 323,285 363,503
Wages and benefits 598,508 604,924 557,543
Other 509,051 484,057 440,038
- -----------------------------------------------------------------------------------------------
Total 1,461,644 1,412,266 1,361,084
Selling, general and administrative expenses 959,841 999,050 967,144
Impairment loss -- -- 126,763
- -----------------------------------------------------------------------------------------------
Total 2,421,485 2,411,316 2,454,991
- -----------------------------------------------------------------------------------------------
OPERATING PROFIT 515,220 455,102 173,280
Income from Joint Ventures 21,014 13,990 18,223
Interest expense, net 43,333 42,115 26,430
Net gain on dispositions of assets 12,619 10,388 32,836
- -----------------------------------------------------------------------------------------------
Income before income taxes and extraordinary item 505,520 437,365 197,909
Income taxes 218,890 175,064 113,375
- -----------------------------------------------------------------------------------------------
Income before extraordinary item 286,630 262,301 84,534
Extraordinary item, net of tax 7,716 -- --
- -----------------------------------------------------------------------------------------------
NET INCOME $ 278,914 $ 262,301 $ 84,534
- -----------------------------------------------------------------------------------------------
Average number of common shares outstanding(1)
Basic 188,762 193,040 194,586
Diluted 192,846 197,150 196,884
- -----------------------------------------------------------------------------------------------
Basic earnings per share(1)
Earnings before extraordinary item $ 1.52 $ 1.36 $ .43
Extraordinary item, net of tax (.04) -- --
- -----------------------------------------------------------------------------------------------
Net income $ 1.48 $ 1.36 $ .43
- -----------------------------------------------------------------------------------------------
Diluted earnings per share(1)
Earnings before extraordinary item $ 1.49 $ 1.33 $ .43
Extraordinary item, net of tax (.04) -- --
- -----------------------------------------------------------------------------------------------
Net income $ 1.45 $ 1.33 $ .43
- -----------------------------------------------------------------------------------------------
Dividends per share(1) $ .37 $ .32 $ .29
- -----------------------------------------------------------------------------------------------
</TABLE>
See Notes to the Consolidated Financial Statements.
(1) All share and per share information is presented on a post two-for-one
split basis. The split was effective on June 17, 1998
<PAGE>
F-14
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
December 27, December 28,
(In thousands) 1998 1997
- ---------------------------------------------------------------------------------------
ASSETS
- ---------------------------------------------------------------------------------------
<S> <C> <C>
CURRENT ASSETS
Cash and short-term investments (at cost which approximates
market: 1998 - none; 1997 - $72,516) $ 35,991 $ 106,820
Accounts receivable (net of allowances:
1998 - $34,364; 1997 - $25,887) 331,933 331,287
Inventories 32,287 32,134
Deferred income taxes 40,612 44,203
Other current assets 81,153 85,555
- ---------------------------------------------------------------------------------------
Total current assets 521,976 599,999
- ---------------------------------------------------------------------------------------
INVESTMENT IN JOINT VENTURES 122,273 133,054
- ---------------------------------------------------------------------------------------
PROPERTY, PLANT AND EQUIPMENT
Land 71,935 71,515
Buildings, building equipment and improvements 818,811 793,311
Equipment 1,307,869 1,317,446
Construction and equipment installations in progress 24,885 52,933
- ---------------------------------------------------------------------------------------
Total - at cost 2,223,500 2,235,205
Less accumulated depreciation 897,304 868,274
- ---------------------------------------------------------------------------------------
Property, plant and equipment - net 1,326,196 1,366,931
- ---------------------------------------------------------------------------------------
INTANGIBLE ASSETS ACQUIRED
Costs in excess of net assets acquired 1,204,021 1,204,021
Other intangible assets acquired 428,974 428,474
- ---------------------------------------------------------------------------------------
Total 1,632,995 1,632,495
Less accumulated amortization 305,422 254,790
- ---------------------------------------------------------------------------------------
Intangible assets acquired - net 1,327,573 1,377,705
- ---------------------------------------------------------------------------------------
MISCELLANEOUS ASSETS 167,091 145,494
- ---------------------------------------------------------------------------------------
Total $3,465,109 $3,623,183
- ---------------------------------------------------------------------------------------
</TABLE>
See Notes to the Consolidated Financial Statements.
<PAGE>
F-15
<TABLE>
<CAPTION>
December 27, December 28,
(In thousands, except share data) 1998 1997
- ------------------------------------------------------------------------------------------------------
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------------------------------------------------------------------------
CURRENT LIABILITIES
Commercial paper outstanding $ 124,100 $ --
Accounts payable 163,783 189,580
Accrued payroll and other related liabilities 87,265 103,511
Accrued expenses 169,705 175,501
Unexpired subscriptions 81,080 82,621
Current portion of long-term debt and capital lease obligations 1,867 104,033
- ------------------------------------------------------------------------------------------------------
Total current liabilities 627,800 655,246
- ------------------------------------------------------------------------------------------------------
OTHER LIABILITIES
Long-term debt 513,695 490,237
Capital lease obligations 84,123 45,191
Deferred income taxes 165,268 170,869
Other 542,753 532,343
- ------------------------------------------------------------------------------------------------------
Total other liabilities 1,305,839 1,238,640
- ------------------------------------------------------------------------------------------------------
STOCKHOLDERS' EQUITY(1)
Serial preferred stock of $1 par value - authorized 200,000
shares - none issued -- --
Common stock of $.10 par value
Class A - authorized 300,000,000 shares; issued:
1998 - 185,763,418; 1997 - 226,567,580
(including treasury shares: 1998 - 5,000,000;
1997 - 34,159,486) 18,575 22,656
Class B - convertible - authorized 849,602 shares;
issued: 1998 - 849,602; 1997 - 1,129,488
(including treasury shares: 1998 - none and 1997 - 279,886) 86 114
Additional paid-in capital -- 761,982
Accumulated other comprehensive income (loss) - foreign
currency translation adjustments (2,609) (1,510)
Retained earnings 1,677,469 1,491,655
Common stock held in treasury, at cost (162,051) (545,600)
- ------------------------------------------------------------------------------------------------------
Total stockholders' equity 1,531,470 1,729,297
- ------------------------------------------------------------------------------------------------------
Total $ 3,465,109 $ 3,623,183
- ------------------------------------------------------------------------------------------------------
</TABLE>
See Notes to the Consolidated Financial Statements.
(1) All share and per share information is presented on a post two-for-one
split basis. The split was effective on June 17, 1998.
<PAGE>
F-16
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Years Ended
----------------------------------------------
December 27, December 28, December 29,
(In thousands) 1998 1997 1996
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 278,914 $ 262,301 $ 84,534
Adjustments to reconcile net income to net cash provided by
operating activities
Depreciation
Amortization 135,240 128,427 108,787
Impairment loss 52,997 45,470 39,090
Business process/technology reengineering charge -- -- 126,763
Equity in operations of Joint Ventures -- 10,100 --
Cash distributions and dividends from Joint Ventures (21,014) (18,476) (21,713)
Net gain on dispositions 18,192 14,982 16,957
Deferred income taxes (12,619) (10,388) (32,836)
Changes in operating assets and liabilities, net of (2,010) (26,559) (6,005)
acquisitions/dispositions
Accounts receivable - net (646) (29,216) (24,192)
Inventories (153) 1,152 9,036
Other current assets 4,402 (4,927) (25,821)
Accounts payable (25,797) 31,279 14,919
Accrued payroll and accrued expenses (22,042) (8,559) 81,118
Unexpired subscriptions (1,541) 4,359 8,093
Other - net 47,538 49,741 46,351
- ---------------------------------------------------------------------------------------------------------
Net cash provided by operating activities 451,461 449,686 425,081
- ---------------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Net proceeds from dispositions 23,661 39,727 16,878
Businesses acquired, net of cash acquired -- -- (246,805)
Additions to property, plant and equipment (81,578) (160,168) (206,834)
Other investing proceeds 14,725 10,560 24,815
Other investing payments (12,974) (6,782) (8,843)
- ---------------------------------------------------------------------------------------------------------
Net cash used in investing activities (56,166) (116,663) (420,789)
- ---------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Commercial paper borrowings (repayments) 124,100 (45,500) 45,500
Long-term obligations
Increase 98,433 -- --
Reduction (177,141) (3,847) (3,377)
Capital shares
Issuance 38,941 9,930 5,358
Repurchase (480,857) (162,615) (48,631)
Dividends paid to stockholders (69,600) (61,865) (55,532)
Preferred stock redemption -- (1,753) --
Other financing proceeds -- 344 51
- ---------------------------------------------------------------------------------------------------------
Net cash used in financing activities (466,124) (265,306) (56,631)
- ---------------------------------------------------------------------------------------------------------
Net (decrease) increase in cash and short-term investments (70,829) 67,717 (52,339)
Cash and short-term investments at the beginning of the year 106,820 39,103 91,442
- ---------------------------------------------------------------------------------------------------------
Cash and short-term investments at the end of the year $ 35,991 $ 106,820 $ 39,103
- ---------------------------------------------------------------------------------------------------------
</TABLE>
See Notes to the Consolidated Financial Statements and Supplemental Disclosures
to Consolidated Statements of Cash Flows.
<PAGE>
F-17
SUPPLEMENTAL DISCLOSURES TO CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Years Ended
-----------------------------------------------
December 27, December 28, December 29,
(In thousands) 1998 1997 1996
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C>
NONCASH INVESTING AND FINANCING TRANSACTIONS
Businesses acquired
Fair value of assets acquired $ 268,319
Assets forgiven (9,833)
Liabilities assumed and incurred (11,681)
- -------------------------------------------------------------------------------------------
Cash paid $ 246,805
- -------------------------------------------------------------------------------------------
Issuance of common shares 34,667 30,561 23,155
- -------------------------------------------------------------------------------------------
CASH FLOW INFORMATION
Cash payments during the year for
Interest (net of amount capitalized) $ 49,025 $ 39,122 $ 24,367
- -------------------------------------------------------------------------------------------
Income taxes $ 177,261 $ 169,115 $ 133,871
- -------------------------------------------------------------------------------------------
</TABLE>
Amounts in these statements of cash flows are presented on a cash basis and may
differ from those shown in other sections of the Consolidated Financial
Statements.
The Company renegotiated its lease agreement for its Edison facility, extending
the capitalized lease commitment for an additional 10 years. Accordingly, the
capitalized lease value was increased to $78 million, with a corresponding
increase to $78 million of the capital lease obligation (see Note 15 of the
Notes to the Consolidated Financial Statements).
During 1996 federal tax authorities issued a favorable ruling on matters
affecting the Globe that had originated prior to its acquisition in 1993. As a
result, accrued federal taxes were reduced by $25 million. The $25 million was
excluded from income and was applied as a reduction of goodwill (see Note 9 of
the Notes to the Consolidated Financial Statements).
<PAGE>
F-18
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Capital Stock
----------------------------
Accumulated Common
Other Stock
Additional Comprehensive Held in
(In thousands, except share and 5 1/2 % Class A Class B Paid-in Income Retained Treasury,
per share data) Preference Common Common Capital (Loss) Earnings at cost Total
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
BALANCE, JANUARY 1, 1996 $1,753 $ 21,790 $114 $607,618 $(107) $1,262,217 $(281,195) $1,612,190
- ------------------------------------------------------------------------------------------------------------------------------------
Comprehensive income
Net Income 84,534 84,534
Foreign currency translation adjustments (69) (69)
- ------------------------------------------------------------------------------------------------------------------------------------
Comprehensive income 84,465
Dividends, preference - $5.50 per share (96) (96)
Dividends, common - $.285 per share (55,436) (55,436)
Issuance of shares
Retirement units, etc. - 32,254 Class A
shares (271) 383 112
Employee stock plan - 1,934,250
Class A shares 729 22,707 23,436
Stock options - 1,016,444 Class A shares 334 43,761 (39,702) 4,393
Stock conversions - 1,320 shares
Purchase of stock - 2,789,800 Class A
shares (43,839) (43,839)
Proceeds from the sale of put options 51 51
- ------------------------------------------------------------------------------------------------------------------------------------
BALANCE, DECEMBER 29, 1996 1,753 22,124 114 651,888 (176) 1,291,219 (341,646) 1,625,276
- ------------------------------------------------------------------------------------------------------------------------------------
Comprehensive income
Net income 262,301 262,301
Foreign currency translation adjustments (1,334) (1,334)
- ------------------------------------------------------------------------------------------------------------------------------------
Comprehensive income 260,967
Dividends, preference - $4.125 per share (72) (72)
Dividends, common - $.32 per share (61,793) (61,793)
Issuance of shares
Retirement units, etc. - 17,190 Class A
shares 202 202 404
Employee stock plan - 1,598,570
Class A shares 8,335 18,730 27,065
Stock options - 2,161,926 Class A shares 532 101,304 (77,423) 24,413
Stock awards - 7,700 Class A shares (91) 91 --
Stock conversions - 7,030 shares
Purchase of stock - 5,932,000 Class A
shares (145,554) (145,554)
Preferred stock redemption (1,753) (1,753)
Proceeds from the sale of put options 344 344
- ------------------------------------------------------------------------------------------------------------------------------------
BALANCE, DECEMBER 28, 1997 -- 22,656 114 761,982 (1,510) 1,491,655 (545,600) 1,729,297
- ------------------------------------------------------------------------------------------------------------------------------------
Comprehensive income
Net income 278,914 278,914
Foreign currency translation adjustments (1,099) (1,099)
- ------------------------------------------------------------------------------------------------------------------------------------
Comprehensive income 277,815
Dividends, common - $.37 per share (69,600) (69,600)
Issuance of shares
Retirement units, etc. - 152,866 Class A
shares (1,088) 1,898 810
Employee stock plan - 1,427,273 Class A
shares (3,764) 35,802 32,038
Stock options - 1,559,185 Class A shares 339 76,295 (61,433) 15,201
Purchase of stock - 14,784,000 Class A
shares (454,091) (454,091)
Treasury stock retirement - 44,478,000
shares (4,420) (28) (833,425) (23,500) 861,373 --
- ------------------------------------------------------------------------------------------------------------------------------------
BALANCE, DECEMBER 27, 1998 -- $18,575 $86 -- $(2,609) $1,677,469 $(162,051) $1,531,470
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
See Notes to the Consolidated Financial Statements.
All share and per share information is presented on a post two-for-one split
basis. The split was effective on June 17, 1998.
<PAGE>
F-19
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations
The New York Times Company (the "Company") is engaged in diversified activities
in the communications field. The Company's principal businesses are newspapers,
magazines and broadcasting. The Company also has equity interests in a Canadian
newsprint mill and a supercalendered paper mill. The Company's major source of
revenue is advertising from its newspaper business. The newspapers operate in
the Northeast, Southeast and California markets.
Principles of Consolidation
The Consolidated Financial Statements include the accounts of the Company after
elimination of intercompany items.
Fiscal Year
The Company changed its fiscal year-end to the last Sunday in December beginning
with the fiscal year ended December 29, 1996.
Inventories
Inventories are stated at the lower of cost or current market value. Inventory
cost is generally based on the last-in, first-out ("LIFO") method for newsprint
and magazine paper and the first-in, first-out ("FIFO") method for other
inventories.
Investments
Investments in which the Company has at least a 20%, but not more than 50%,
interest are accounted for under the equity method. Non-equity interests below
20% are accounted for under the cost method. The fair value of these investments
approximate cost.
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
Cost in excess of net assets acquired is primarily the excess of cost over the
fair market value of tangible net assets acquired. Each quarter the Company
evaluates whether there has been a permanent impairment in any of its intangible
assets, including goodwill. An impairment in value is considered to have
occurred when the undiscounted future operating cash flows generated by the
acquired businesses are not sufficient to recover the carrying values of the
intangible assets. If it is determined that an impairment in value has occurred,
the excess of the purchase price over the net assets acquired and intangible
assets will be written down to the present value of the future operating cash
flows to be generated by the acquired businesses. The excess costs that arose
from acquisitions after October 31, 1970, are being amortized by the
straight-line method mainly over 40 years. The remaining portion ($13 million),
which arose from acquisitions before November 1, 1970, is not being amortized
since management believes there has been no decrease in value. Other intangible
assets acquired consist primarily of advertiser and subscriber relationships and
mastheads, which are being amortized over their remaining lives, ranging from
five to 40 years for various software licenses and a life of 40 years 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 Income on a pro rata basis over the terms of the subscriptions.
Foreign Currency Translation
The assets and liabilities of foreign companies are translated at year-end
exchange rates. Results of operations are translated at average rates of
exchange in effect during the year. The resulting translation adjustment is
included as a component of the Consolidated Statements of Stockholders' Equity
and in the Stockholders' Equity section of the Consolidated Balance Sheets, in
the caption "Accumulated other comprehensive income (loss) - foreign currency
translation adjustments.
Earnings Per Share
The Company calculates earnings per share in accordance with Statement of
Financial Accounting Standards ("SFAS") No. 128, Earnings Per Share ("EPS") (see
Note 6). Basic EPS is calculated by dividing net earnings available to common
shares by weighted average common shares outstanding. Diluted EPS is calculated
similarly, except that it includes the dilutive effect of the assumed exercise
of securities, including the effect of shares issuable under the Company's
incentive plans (see Note 13). All per share amounts included in the footnotes
are the same for basic and diluted earnings per share unless otherwise noted.
EPS for years prior to 1998 gives effect to the two-for-one stock split
effective on June 17, 1998.
Cash and Short-Term Investments
For purposes of the Consolidated Statements of Cash Flows, the Company considers
all highly liquid debt instruments with original maturities of three months or
less to be cash equivalents.
Investment Tax Credits
The Company uses the deferred method of accounting for investment tax credits.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements. Actual results could
differ from these estimates.
<PAGE>
F-20
New Accounting Pronouncements
In the first quarter of 1998 the Company adopted the provisions of the Statement
of Financial Standards SFAS No. 130, Reporting Comprehensive Income.
Comprehensive Income for the Company includes foreign currency translation
adjustments in addition to net income as reported in the Company's Consolidated
Statements of Stockholders' Equity and in the Stockholders' Equity section of
the Company's Consolidated Balance Sheets.
In 1998 the Company adopted the provisions of SFAS No. 131, Disclosures about
Segments of an Enterprise and Related Information ("SFAS 131"). SFAS 131
requires the reporting of financial and descriptive information about a
company's reportable operating segments. Operating segments are components of an
enterprise's separate financial information that is evaluated regularly by the
chief operating decision maker in deciding how to allocate resources and in
assessing performance of that component. The statement requires reporting
segment profit or loss, certain specific revenue and expense items, and segment
assets. In addition, SFAS 131 requires that companies report information about
revenues derived from its products or services. The adoption of SFAS 131 did not
have a material effect on the Company's Consolidated Financial Statements (see
Note 17).
In the fourth quarter of 1998 the Company adopted the provisions of SFAS No.
132, Employer's Disclosures about Pensions and Other Postretirement Benefits
("SFAS 132"). SFAS 132 standardizes the disclosure requirements for pension and
other postretirement benefits, requires additional information on changes in the
benefit obligations and fair values of plan assets that will facilitate
financial analysis, and eliminates certain disclosures. SFAS 132 did not change
the measurement or recognition of pension or other postretirement benefits. The
adoption of SFAS 132 did not have a material effect on the Company's
Consolidated Financial Statements (see Notes 11 and 12).
In March 1998 the American Institute of Certified Public Accountants ("AICPA")
issued Statement of Position No. 98-1, Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use ("SOP 98-1"). SOP 98-1 provides
guidance on expensing versus capitalization of software-related costs incurred
for internal use, as well as the amortization of capitalized software costs. SOP
98-1 requires computer software costs that are incurred in the preliminary
project stage to be expensed as incurred. The Company adopted the provisions of
SOP 98-1 in 1998. The Company capitalized $8 million of costs as a result of the
adoption of SOP 98-1. The improvement to net income in 1998 was $4 million or
$.02 per share.
In April 1998 the AICPA issued Statement of Position No. 98-5, Reporting on the
Costs of Start-Up Activities ("SOP 98-5"). SOP 98-5 requires that companies
expense start-up costs and organization costs as they are incurred. The
Company's accounting practices are currently in compliance with SOP 98-5.
In June 1998 the Financial Accounting Standards Board ("FASB") issued SFAS No.
133, Accounting for Derivative Instruments and Hedging Activities ("SFAS 133"),
which is effective for all quarters of fiscal years beginning after June 15,
1999. SFAS 133 requires that an entity recognize all derivatives as either
assets or liabilities and measure those instruments at fair value. Unless the
entity can treat the derivative as a hedge according to certain criteria, the
entity may be required to reflect any changes in the derivative's fair value
from its operating income. The adoption of SFAS 133 is not expected to have a
material effect on the Company's Consolidated Financial Statements.
- --------------------------------------------------------------------------------
2. ACQUISITIONS/DISPOSITIONS
Acquisitions
In July 1996 the Company acquired KFOR-TV in Oklahoma City (OK), and WHO-TV in
Des Moines (IA). The aggregate cost of the acquisition was $234 million, of
which $233 million was paid in cash and the balance represented accrued
liabilities. The purchases resulted in increases in intangible assets of $197
million (consisting primarily of network affiliation agreements, Federal
Communications Commission licenses and other intangible assets), property, plant
and equipment of $29 million, other assets of $10 million and other assumed
liabilities of $2 million.
In 1996 the Company acquired newspaper distribution businesses that distribute
The New York Times, other newspapers and periodicals throughout the New York
City metropolitan area. The aggregate cost of these acquisitions was $32
million, of which $14 million was paid in cash, $10 million in notes and
accounts receivable which were forgiven and the balance in assumed and accrued
liabilities. The purchase resulted in increases in intangible assets of $30
million (consisting primarily of a customer list) and accounts receivable and
equipment of $2 million.
These acquisitions have been accounted for by the purchase method. The
Consolidated Financial Statements include the operating results of these
acquisitions after their respective dates of acquisition. If the foregoing
acquisitions had occurred on January 1, 1996, they would not have had a material
impact on the results of operations in 1996.
Dispositions
During the second quarter of 1998 the Company recorded an $8 million pre-tax
gain from the satisfaction of a post-closing requirement related to the 1997
sale of assets of the Company's tennis, sailing and ski magazines (see below).
This gain increased earnings per share by $.02.
<PAGE>
F-21
During the first quarter of 1998, the Company recorded a $5 million pre-tax gain
resulting from the sale of equipment. The gain increased earnings per share by
$.01.
In November 1997 the Company sold the assets of its tennis, sailing and ski
businesses and certain small properties, and exited a golf-related business.
These transactions resulted in a $10 million net pre-tax gain. This gain
increased earnings per share by $.03.
In 1997 the Company sold its NYT Custom Publishing division and a printing
facility which had closed. These sales did not have a material effect on the
Company's Consolidated Financial Statements.
In connection with the divestiture of a newsprint mill in 1991, the Company made
a loan commitment of up to $27 million to the new owners of the mill. At
December 31, 1995, the commitment was fully funded. In 1996 the Company received
the funds to satisfy this loan. As a result of the repayment, the Company
recorded a $25 million pre-tax gain resulting from the realization of a gain
contingency from the divestiture of the mill. This gain increased earnings per
share by $.07.
In June 1996 the Company sold its 110 Fifth Avenue building in New York City,
which the Women's Magazine Division had occupied. The sale resulted in an $8
million pre-tax gain. This gain increased earnings per share by $.02.
- --------------------------------------------------------------------------------
3. BUSINESS PROCESS/TECHNOLOGY REENGINEERING CHARGE
In the fourth quarter of 1997, the Company recorded a pre-tax noncash accounting
charge of $10 million ($6 million after-tax, or $.03 per share) as a result of
adopting the provisions of Emerging Issues Task Force No. 97-13, Accounting for
Costs Incurred in Connection with a Consulting Contract or an Internal Project
that Combines Business Process Rengineering and Information Technology
Transformation. This charge related to certain expenses associated with the
Company's business process/technology reengineering program. This charge had no
impact on the Company's 1997 cash flow.
- --------------------------------------------------------------------------------
4. IMPAIRMENT LOSS
In September 1996 the Company recorded a noncash accounting charge related to an
impairment of certain long-lived assets as required by SFAS No. 121, Accounting
for Impairment of Long-Lived Assets and for Long-Lived Assets To Be Disposed Of
("SFAS 121 charge"), which was principally the accounting policy used by the
Company in prior years. As a result of the Company's strategic review process,
analyses were prepared to determine if there was impairment of any long-lived
asset. Certain assets, primarily in the Newspaper Group, met the test for
impairment. These assets were associated with three small regional newspapers,
certain wholesale distribution operations and a printing facility. The revised
carrying values of these assets were generally calculated on the basis of
discounted estimated future cash flows and resulted in a pre-tax noncash charge
of $127 million ($95 million after-tax, or $.49 basic earnings per share and
$.48 diluted earnings per share).
The SFAS 121 charge had no effect on the Company's 1996 cash flow and will not
affect its ability to generate cash flow in the future. As a result of the SFAS
121 charge, depreciation and amortization expense related to these assets will
decrease in future periods. However, in conjunction with the review for
impairment, the estimated lives of certain of the Company's long-lived assets
were reviewed. This review resulted in the acceleration of amortization expense
for certain intangible assets. In the aggregate, the changes to depreciation and
amortization expense are not expected to have a material effect on net income in
the future.
- --------------------------------------------------------------------------------
5. INVESTMENT IN JOINT VENTURES
Investment in Joint Ventures consists of equity ownership interests in two paper
mills ("Forest Products Investments"), the International Herald Tribune S.A.S.
("IHT"), and the operations of a new venture, which ceased operations in
December 1996. The results of the IHT and the new venture are not material to
the operations of the Company.
The Forest Products Investments consist of a Canadian newsprint company, Donohue
Malbaie Inc. ("Malbaie"), and a partnership operating a supercalendered paper
mill in Maine, Madison Paper Industries ("Madison") (with Malbaie, the "Paper
Mills"). The equity interest in Malbaie represents a 49% 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%-owned subsidiary, the Company's share of
Madison's profits and losses is 40%.
The Company received distributions from Madison of $8 million in 1998, $10
million in 1997 and $6 million in 1996. Loans to Madison by the 80%-owned
subsidiary of the Company totaled $2 million in 1996. Loan repayments were $15
million in 1998 and $2 million in 1997. No contributions were made to Madison in
1998, 1997 or 1996. The Company received distributions from Malbaie of $10
million in 1998, $5 million in 1997 and $11 million in 1996. No loans or
contributions were made to Malbaie in 1998, 1997, or 1996.
<PAGE>
F-22
The current portion of debt of the Paper Mills included in current liabilities
in the table below was $6 million at December 27, 1998, and $.1 million at
December 27, 1997. The debt of the Paper Mills is not guaranteed by the Company.
Condensed combined balance sheets of the Paper Mills were as follows:
Condensed Combined Balance Sheets
of Paper Mills
- ---------------------------------------------------------------
December 27, December 28,
(In thousands) 1998 1997
- ---------------------------------------------------------------
Current assets $ 61,129 $ 67,023
Less current liabilities 38,970 31,817
- ---------------------------------------------------------------
Working capital 22,159 35,206
Fixed assets, net 203,114 215,427
Long-term debt -- (99)
Deferred income taxes and other (60,403) (96,168)
- ---------------------------------------------------------------
Net assets $164,870 $154,366
- ---------------------------------------------------------------
During 1998, 1997 and 1996 the Company's Newspaper Group purchased newsprint and
supercalendered paper from the Paper Mills at competitive prices. Such purchases
aggregated approximately $79 million for 1998, $74 million for 1997 and $80
million for 1996.
Condensed combined income statements of the Paper Mills were as follows:
- -------------------------------------------------------------------------------
Condensed Combined Income Statements
of Paper Mills
- ------------------------------------------------------------------------------
(In thousands) 1998 1997 1996
- ------------------------------------------------------------------------------
Net sales and
other income $248,611 $234,290 $268,654
Costs and
expenses 188,665 196,415 203,120
- ------------------------------------------------------------------------------
Income before taxes 59,946 37,875 65,534
Income tax expense 8,826 5,577 9,635
- ------------------------------------------------------------------------------
Net income $ 51,120 $ 32,298 $ 55,899
- ------------------------------------------------------------------------------
The condensed combined financial information of the Paper Mills excludes the
income tax effects attributable to Madison. Such tax effects (see Note 9) have
been included in the Company's Consolidated Financial Statements.
- --------------------------------------------------------------------------------
6. EARNINGS PER SHARE
Basic and diluted earnings per share, which include the effect of the
two-for-one stock split effective on June 17, 1998, for the years ended December
27,1998, December 28, 1997, and December 29, 1996, were as follows:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
(In thousands, except per share data) 1998 1997 1996
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Basic earnings per share computation
Numerator
Net income $278,914 $262,301 $ 84,534
Less cumulative preference stock dividends -- 72 96
- -------------------------------------------------------------------------------------------------------
Income available to common stockholders $278,914 $262,229 $ 84,438
Denominator
Average number of common shares outstanding 188,762 193,040 194,586
- -------------------------------------------------------------------------------------------------------
Basic earnings per share $ 1.48 $ 1.36 $ 0.43
- -------------------------------------------------------------------------------------------------------
Diluted earnings per share computation
Numerator
Net income $278,914 $262,301 $ 84,534
Less cumulative preference stock dividends -- 72 96
- -------------------------------------------------------------------------------------------------------
Income available to common stockholders $278,914 $262,229 $ 84,438
Denominator
Average number of common shares outstanding 188,762 193,040 194,586
Incremental shares for assumed exercise of securities 4,084 4,110 2,298
- -------------------------------------------------------------------------------------------------------
Total shares 192,846 197,150 196,884
- -------------------------------------------------------------------------------------------------------
Diluted earnings per share $ 1.45 $ 1.33 $ 0.43
- -------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
F-23
Outstanding stock options to purchase common stock with an exercise price
greater than the average market price of common stock were not included in the
computation of diluted earnings per share. The balance of such options were
1,168,000 in 1998, 2,195,000 in 1997 and 2,167,000 in 1996.
The incremental shares for assumed exercise of securities was determined using
the treasury stock method, which assumes repurchases of Company stock with
proceeds of the stock option exercises as required.
- --------------------------------------------------------------------------------
7. INVENTORIES
Inventories as shown in the accompanying Consolidated Balance Sheets were as
follows:
- ---------------------------------------------------------------------------
December 27, December 28,
(In thousands) 1998 1997
- ---------------------------------------------------------------------------
Newsprint and magazine paper $27,705 $27,694
Work-in-process, etc. 4,582 4,440
- ---------------------------------------------------------------------------
Total $32,287 $32,134
- ---------------------------------------------------------------------------
Inventories are stated at the lower of cost or current market value. Cost was
determined utilizing the LIFO method for 88% of inventory in 1998 and 88% for
1997. The replacement cost of inventory was approximately $38 million at
December 27, 1998, and $36 million at December 28, 1997.
- --------------------------------------------------------------------------------
8. DEBT
Long-term debt consists of the following:
- -----------------------------------------------------------------------------
December 27, December 28,
(In thousands) 1998 1997
- -----------------------------------------------------------------------------
5.50% - 5.77% Senior Notes due $100,000 $200,000
1998 and 2000(a)
7.625% Notes due 2005, net of 245,599 245,001
unamortized debt costs of
$4,461 in 1998, and $4,999
in 1997, effective interest
rate 7.996%(b)
8.25% Debentures due 2025 (due 69,647 145,236
2005 at option of Company),
net of unamortized debt costs of
$2,253 in 1998 and $4,764 in
1997, effective interest rate
8.553%(b)
5%-5.625% Medium Term Notes 98,449 --
due 2003 and 2008, net of
unamortized debt costs of $551(c)
- -----------------------------------------------------------------------------
Total notes and debentures 513,695 590,237
- -----------------------------------------------------------------------------
Less current portion -- 100,000
- -----------------------------------------------------------------------------
Total long-term debt $513,695 $490,237
- -----------------------------------------------------------------------------
(a) In October 1993 the Company issued senior notes totaling $200 million with
interest payable semi-annually. Five-year notes totaling $100 million were
issued at an annual rate of 5.50%, and the remaining $100 million were issued as
six and one-half year notes at an annual rate of 5.77%. In October 1998 $100
million due on the five-year notes was paid.
(b) In March 1995 the Company completed a public offering of $400 million of
unsecured notes and debentures. The offering consisted of 10-year notes
aggregating $250 million maturing March 15, 2005, at an annual rate of 7.625%
and 30-year debentures aggregating $150 million maturing March 15, 2025, at an
annual rate of 8.25%. The debentures are callable after ten years. Interest is
payable semi-annually on March 15 and September 15 on both the notes and the
debentures.
The net proceeds from the offering were used to repay the principal balance of
$162 million of 11.85% notes due March 31, 1995, $50 million of 9.34% notes due
July 15, 1995, and indebtedness outstanding under the Company's commercial paper
program. The remaining net proceeds were used for general corporate purposes.
The Company's tender offer for any and all of its $150 million of outstanding
publicly held 8.25% debentures due March 15, 2025, expired on April 2, 1998. The
debenture holders tendered $78 million of the outstanding debentures. The
Company financed the purchase of the debentures with available cash and through
its existing commercial paper facility. By replacing higher rate long-term
borrowings with lower-rate short-term alternatives, the Company expects to
reduce interest expense and generate a positive return on a net present value
basis. Total cash paid in connection with the tender offer was $89 million. The
Company recorded an extraordinary charge in 1998 of $14 million ($8 million net
of tax or $.04 per share) in connection with this debt extinguishment.
(c) On August 21, 1998, the Company filed a $300 million shelf registration on
Form S-3 with the Securities and Exchange Commission for unsecured debt
securities that may be issued by the Company from time to time. The registration
statement became effective August 28, 1998. On September 24, 1998, the Company
filed a prospectus supplement to allow the issuance of up to $300 million in
medium-term notes. On October 8, 1998, the Company issued $49.5 million, and on
December 4, 1998, the Company issued an additional $49.5 million, under the
medium-term note
<PAGE>
F-24
program. The two $49.5 million notes mature on October 8, 2003, and December 4,
2008, and pay interest semi-annually at an average rate of 5.3%. The proceeds
were utilized to pay down borrowings under the Company's commercial paper
program.
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 $556 million at December 27, 1998, and $532 million at December 28,
1997.
In July 1996 the Company entered into a $100 million revolving credit agreement
and a $200 million revolving credit agreement with a group of banks (the
"Revolvers"). The Revolvers replaced existing revolving credit agreements
aggregating $170 million. The $100 million Revolver was renewed in July 1998 and
has been extended through July 1999; and the $200 million Revolver, which had an
original maturity of July 2001, has been extended through July 2002, at which
time any outstanding borrowings would be payable. The $100 million Revolver
provides for an annual facility fee of 0.04%. The $200 million Revolver provides
for an annual facility fee of 0.06% based on the Company's current credit
rating.
In July 1996 the Company increased its ability to issue commercial paper from
$200 million to $300 million, which is supported by the Company's Revolvers.
Borrowings are in the form of unsecured notes sold at a discount with maturities
ranging up to 270 days.
At December 27, 1998, the Company had $124 million in commercial paper
outstanding with an annual weighted average interest rate of 5.3% and an average
of 41 days to maturity. No such borrowings were outstanding at December 28,
1997.
The Revolvers 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, plus various margins based on the Company's credit
rating. The Revolvers include provisions that require, among other matters,
specified levels of stockholders' equity. The amount of stockholders' equity in
excess of the required levels was $600 million at December 27, 1998. The
aggregate face amount of maturities of long-term debt over the next five years
are as follows: 1999, none; 2000, $100 million; 2001, none; 2002, none; 2003,
$50 million; and $372 million, thereafter.
Interest expense, net as shown in the accompanying Consolidated Statements of
Income were as follows:
- --------------------------------------------------------------------------------
(In thousands) 1998 1997 1996
- --------------------------------------------------------------------------------
Interest expense $47,100 $50,433 $50,333
Capitalized interest (173) (5,394) (19,574)
Interest income (3,594) (2,924) (4,329)
- --------------------------------------------------------------------------------
Interest expense, net $43,333 $42,115 $26,430
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
9. INCOME TAXES
Income tax expense for each of the years presented is determined in accordance
with SFAS No. 109, Accounting for Income Taxes.
The reasons for the variance between the effective tax rate on income before
income taxes and the federal statutory rate (exclusive of a favorable tax
adjustment of $18 million in fiscal 1997 resulting from the completion of the
Company's federal income tax audits for periods through 1992, the impairment
loss in fiscal 1996 and gains on dispositions in each period) are presented on
the following page.
The components of income tax expense as shown in the Consolidated Statements of
were as follows:
- -------------------------------------------------------------------------------
(In thousands) 1998 1997 1996
- -------------------------------------------------------------------------------
Current tax expense
Federal $180,583 $146,550 $ 90,886
State, local, foreign 40,317 55,073 28,494
- -------------------------------------------------------------------------------
Total Current Expense 220,900 201,623 119,380
- -------------------------------------------------------------------------------
Deferred tax expense
Federal (10,529) (24,102) 6,076
State, local, foreign 8,519 (2,457) (12,081)
- -------------------------------------------------------------------------------
Total Deferred Benefit (2,010) (26,559) (6,005)
- -------------------------------------------------------------------------------
Income tax expense $218,890 $175,064 $113,375
- -------------------------------------------------------------------------------
<PAGE>
F-25
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
(In thousands) 1998 1997 1996
- ------------------------------------------------------------------------------------------------------------------------
% of % of % of
Amount Pretax Amount Pretax Amount Pretax
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Tax at federal statutory rate $172,515 35.0% $149,442 35.0% $102,143 35.0%
Increase (decrease)
State and local taxes -- net 30,696 6.2 32,837 7.7 14,310 4.9
Amortization of nondeductible
intangible assets acquired 9,510 1.9 9,892 2.3 12,856 4.4
Other -- net 704 .2 (3,832) (.9) 1,026 .4
- ------------------------------------------------------------------------------------------------------------------------
Subtotal 213,425 43.3% 188,339 44.1% 130,335 44.7%
- ------------------------------------------------------------------------------------------------------------------------
Impairment loss -- -- (32,264)
- ------------------------------------------------------------------------------------------------------------------------
Favorable tax adjustment -- (18,000) --
- ------------------------------------------------------------------------------------------------------------------------
Dispositions 5,465 4,725 15,304
- ------------------------------------------------------------------------------------------------------------------------
Income tax expense $218,890 $175,064 $113,375
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
Tax expense in 1998 was reduced by $1 million ($2 million before federal tax
effect) due to a reduction in the valuation allowance attributable to state net
operating loss tax benefits.
Tax expense in 1996 was reduced by $6 million ($9 million before federal tax
effect) due to a reduction in the valuation allowance attributable to state net
operating loss tax benefits. Other state and local operating loss tax benefits
further reduced 1996 tax expense by $3 million.
During 1996 federal tax authorities issued a favorable ruling on matters
affecting the Globe, which had originated prior to its acquisition in 1993. As a
result, accrued federal taxes were reduced by $25 million relating to a
pre-acquisition tax contingency. This contingency was predominately related to
pre-acquisition net operating loss carryforwards. The remainder of the reduction
is related to other pre-acquisition tax contingencies. In accordance with SFAS
109, this tax benefit was excluded from income and was applied as a reduction of
goodwill.
Income tax benefits, which related to the exercise of options and the employee
stock purchase plan, reduced current taxes payable and increased additional
paid-in capital by $32 million in 1998, $39 million in 1997 and $4 million in
1996.
At December 27, 1998, tax loss carryforwards included only state tax loss
benefits. The benefits are attributable to tax operating losses totaling $5
million at December 27, 1998. Such loss carryforwards expire in accordance with
provisions of applicable tax laws and have remaining lives ranging from one to
15 years. The principal portion of these tax loss carryforwards are likely to
expire unused. Accordingly, the Company has valuation allowances amounting to $4
million as of December 27, 1998.
The Company generated $16 million in investment tax credits in the state of New
York in connection with the construction of its College Point facility in 1997.
The unused investment tax credit carryforward at December 27, 1998, was $5
million, which the Company has the ability to utilize for 15 years. For
financial statement purposes, the Company has selected the deferred method of
accounting for investment tax credits, and therefore will amortize the $16
million tax benefit over the average useful life of the assets.
The Internal Revenue Service has completed its examination of federal income tax
returns for all years through 1992. Examinations of the tax returns for the
years 1993 through 1995 are in process. Management is of the opinion that any
assessments resulting from these examinations will not have a material effect on
the Consolidated Financial Statements.
The components of the net deferred tax liabilities recognized on the respective
Consolidated Balance Sheets were as follows:
- -------------------------------------------------------------------------------
December 27, December 28,
(In thousands) 1998 1997
- -------------------------------------------------------------------------------
Deferred Tax Assets
Retirement, postemployment and
deferred compensation plans $184,359 $ 174,069
Accruals for other employee
benefits, compensation,
insurance and other 51,499 33,244
Accounts receivable allowances 25,278 26,561
Other 43,727 38,690
- -------------------------------------------------------------------------------
Total deferred tax assets 304,863 272,564
Valuation allowance (3,749) (5,268)
- -------------------------------------------------------------------------------
Net deferred tax assets 301,114 267,296
- -------------------------------------------------------------------------------
Deferred Tax Liabilities
Property, plant and equipment 261,176 230,712
Intangible assets 105,204 98,076
Investments in Joint Ventures 42,644 42,057
Other 16,746 23,117
- -------------------------------------------------------------------------------
Total deferred tax liabilities 425,770 393,962
- -------------------------------------------------------------------------------
Net deferred tax liability 124,656 126,666
- -------------------------------------------------------------------------------
Amounts included in
Other current assets 40,612 44,203
- -------------------------------------------------------------------------------
Deferred income tax liability $165,268 $170,869
- -------------------------------------------------------------------------------
Income tax benefits related to foreign currency translation adjustments which
were included in "Accumulated other comprehensive income (loss) - foreign
translation adjustments" in the Company's Consolidated Balance Sheets and
Consolidated Statements of Stockholders' Equity were $1 million in both 1998 and
1997 and $.1 million in 1996. The accumulated tax benefit was $2 million at
December 27, 1998, and $1 million at December 28, 1997.
<PAGE>
F-26
- --------------------------------------------------------------------------------
10. VOLUNTARY STAFF REDUCTIONS
In 1998 the Company recorded pre-tax charges of $5 million related to voluntary
staff reductions. These charges reduced earnings per share by $.02. In 1997 and
1996, the Company recorded pre-tax charges of $9 million and $44 million. These
charges reduced earnings per share by $.02 in 1997. In 1996 these charges
reduced basic earnings per share by $.13 and diluted earnings per share by $.12.
At December 27, 1998, $23 million and at December 28, 1997, $25 million of these
charges were unpaid. This balance will be principally paid within one year.
- --------------------------------------------------------------------------------
11. 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. In 1996 the Company merged the assets of two of the
plans. Retirement benefits are also provided under supplemental unfunded pension
plans.
In accordance with SFAS No. 132, Employer's Disclosures about Pensions and Other
Postretirement Benefits, the components of net periodic pension cost for all
Company-sponsored pension plans were as follows:
- ------------------------------------------------------------------------------
(In thousands) 1998 1997 1996
- ------------------------------------------------------------------------------
Service cost $ 22,093 $ 19,645 $ 20,984
Interest cost 51,367 48,734 45,353
Expected return on plan assets (44,521) (40,164) (37,313)
Recognized actuarial loss 958 1,006 2,864
Amortization of prior service cost 433 433 433
Amortization of transition
obligation 637 637 637
- ------------------------------------------------------------------------------
Net periodic pension cost $ 30,967 $ 30,291 $ 32,958
- ------------------------------------------------------------------------------
Assumptions used in the actuarial computations were as follows:
- --------------------------------------------------------------------------------
1998 1997 1996
- --------------------------------------------------------------------------------
Discount rate 6.75% 7.25% 7.75%
Rate of increase in
compensation levels 5.00% 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 $23 million in
1998, $22 million in 1997, and $21 million in 1996.
The changes in benefit obligation and plan assets at September 30, 1998, and
1997, were as follows:
- -------------------------------------------------------------------------------
(In thousands) 1998 1997
- -------------------------------------------------------------------------------
Change in benefit obligation
Benefit obligation at prior
measurement date $ 723,497 $ 627,874
Service cost 22,093 19,645
Interest cost 51,367 48,734
Plan participants' contribution 226 172
Actuarial loss 44,665 61,222
Special termination benefits 824 --
Benefits paid (29,448) (34,150)
- -------------------------------------------------------------------------------
Benefit obligation at current
measurement date 813,224 723,497
- -------------------------------------------------------------------------------
Change in plan assets
Fair value of plan assets at prior
measurement date 620,562 505,643
Actual return on plan assets (18,939) 142,410
Employer contribution 5,754 6,487
Plan participants' contributions 226 172
Benefits paid (29,448) (34,150)
- -------------------------------------------------------------------------------
Fair value of plan assets at
current measurement date 578,155 620,562
- -------------------------------------------------------------------------------
Funded status (235,069) (102,936)
Unrecognized actuarial (gain) loss 50,904 (56,344)
Unrecognized transition obligation 1,009 1,646
Unrecognized prior service cost 2,515 2,948
Contribution paid after
measurement date 1,461 1,263
- -------------------------------------------------------------------------------
Net amount recognized $ (179,180) $ (153,423)
- -------------------------------------------------------------------------------
The projected benefit obligation, accumulated benefit obligation, and fair value
of plan assets for the pension plan with accumulated benefit obligations in
excess of plan assets were $711 million, $577 million, and $482 million as of
December 27, 1998; $120 million, $82 million, and none as of December 28, 1997.
Additional termination benefits were provided to certain Globe mechanical union
employees who retired during 1998. The offer gave rise to a special charge to
earnings of $.8 million under SFAS No. 88, Employers Accounting for Settlements
and Curtailments of Deferred Benefit Plans and for Termination Benefits.
<PAGE>
F-27
A minimum liability of $7 million relating to the unfunded status of the plans
was recorded in Other Liabilities -- Other and a related intangible asset of an
equal amount recorded in Miscellaneous Assets in the Company's Consolidated
Balance Sheets as of December 28, 1997.
The financial statement effects of the Company's Supplemental Employee
Retirement Plans were included in the tables above.
The primary portion of the Company's net obligation under these plans is
included in Other Liabilities -- Other on the Company's Consolidated Balance
Sheets.
The amount of cost recognized for employer sponsored defined contribution
pension plans for the year ended December 27, 1998, was $12 million, December
28, 1997, was $10 million and December 29, 1996, was $9 million.
- --------------------------------------------------------------------------------
12. 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.
In accordance with SFAS No. 106, Employers' Accounting for Postretirement
Benefits Other Than Pensions, the Company accrues the costs of such benefits
during the employee's active years of service.
Net periodic postretirement cost was as follows:
- --------------------------------------------------------------------------------
(In thousands) 1998 1997 1996
- --------------------------------------------------------------------------------
Components of net periodic benefit cost
Service cost $ 4,129 $ 3,680 $ 3,682
Interest cost 8,822 8,581 8,250
Recognized actuarial gain (852) (1,535) (699)
Amortization of prior service cost (2,132) (1,659) (1,668)
- --------------------------------------------------------------------------------
Net periodic postretirement
benefit cost $ 9,967 $ 9,067 $ 9,565
- --------------------------------------------------------------------------------
The Company's policy is to fund the above-mentioned plans as claims and premiums
are paid.
For 1998 the accumulated postretirement benefit obligation was determined using
a discount rate of 6.75%, an estimated increase in compensation levels of 5.0%
and a health care cost trend rate of between 8.5% and 7.5% for 1998, grading
down to 5.0% in the year 2008.
For 1997 the accumulated postretirement benefit obligation was determined using
a discount rate of 7.25%, an estimated increase in compensation levels of 5.5%
and a health care cost trend rate of between 9.25% and 8.0% for 1997, grading
down to 5.0% in the year 2008.
For 1996 the accumulated postretirement benefit obligation was determined using
a discount rate of 7.75%, an estimated increase in compensation levels of 5.5%
and a health care cost trend rate of between 10.0% and 8.5% for 1996, grading
down to 5.0% in the year 2008.
A one-percentage point change in assumed health care cost trend rates would have
the following effects in 1998:
- ----------------------------------------------------------------
One-Percentage One-Percentage
(In thousands) Point Increase Point Decrease
- ----------------------------------------------------------------
Effect on total service
and interest cost for
1998 $ 2,296 $ (1,926)
Effect on accumulated
postretirement
benefit obligation as
of December 27, 1998 $ 20,888 $ (17,834)
- ----------------------------------------------------------------
The accrued postretirement benefit liability and the change in benefit
obligation at September 30 in each year were as follows:
- ------------------------------------------------------------------------------
(In thousands) 1998 1997
- ------------------------------------------------------------------------------
Change in benefit obligation
Benefit obligation at prior
measurement date $ 127,420 $ 114,125
Service cost 4,129 3,680
Interest cost 8,822 8,580
Actuarial loss 9,195 4,789
Amendments (6,050) --
Benefits paid (3,367) (3,754)
- ------------------------------------------------------------------------------
Benefit obligation at current
measurement date 140,149 127,420
- ------------------------------------------------------------------------------
Change in plan assets
Fair value of plan assets at
prior measurement date -- --
Employer contribution 3,367 3,754
Benefits paid (3,367) (3,754)
- ------------------------------------------------------------------------------
Fair value of plan assets at
current measurement date -- --
- ------------------------------------------------------------------------------
Funded status (140,149) (127,420)
Unrecognized actuarial gain (16,253) (26,677)
Unrecognized prior service cost (14,577) (10,186)
Contribution paid after
measurement date 609 878
- ------------------------------------------------------------------------------
Net amount recognized $ (170,370) $ (163,405)
- ------------------------------------------------------------------------------
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
<PAGE>
F-28
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 $27 million in 1998, $27 million
in 1997, and $25 million in 1996.
The primary portion of the Company's net obligation under these plans is
included in other non-current liabilities on the Company's consolidated balance
sheets.
In accordance with SFAS No. 112, Employers' Accounting for Postemployment
Benefits, the Company accrues the cost of certain benefits provided to former or
inactive employees after employment but before retirement (such as workers'
compensation, disability benefits and health care continuation coverage) during
the employee's active years of service.
- --------------------------------------------------------------------------------
13. EXECUTIVE AND NON-EMPLOYEE DIRECTORS' INCENTIVE PLANS
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 (stock
equivalents) or such other forms as the Board of Directors deems appropriate.
Under the 1991 Executive Plans, stock options of up to 40 million shares of
Class A Common Stock may be granted and stock awards of up to two million 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 generally 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% of the fair market value of the
Class A Common Stock on the date of grant. These options have a term of 10
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, or 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 10-year terms are granted annually to each
non-employee director of the Company. The 1997 annual grant increased the number
of shares of Class A Common Stock a director may purchase from the Company from
2,000 to 4,000 shares at the fair market value of such shares at the date of
grant. Options for an aggregate of 500,000 shares of Class A Common Stock may be
granted under the Directors' Plan.
Changes in the Company's stock options for period ended December 27, 1998, were
as follows:
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
1998 1997 1996
------------------------------- --------------------------------- --------------------------------
Weighted Weighted Weighted
Number of Average Number of Average Number of Average
(Shares in thousands) Options Exercise Price Options Exercise Price Options Exercise Price
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Options outstanding,
beginning of year 19,585 $18 20,738 $14 20,014 $12
Granted 4,505 34 4,436 32 4,338 19
Exercised (3,513) 13 (5,316) 12 (3,344) 12
Forfeited (260) 18 (273) 8 (270) 14
- ------------------------------------------------------------------------------------------------------------------------------------
Options outstanding,
end of year 20,317 $23 19,585 $18 20,738 $14
- ------------------------------------------------------------------------------------------------------------------------------------
Options exercisable,
end of year 10,045 $16 9,278 $13 10,558 $12
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
F-29
The Company's stock options outstanding at December 27, 1998, were as follows:
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
(In thousands) Options Outstanding Options Exercisable
--------------------------------------------------------- ------------------------------------------
Weighted Average
Number Remaining Weighted Remaining Number Weighted Average
Exercise Price Ranges of Options Contractual Life Exercise Price of Options Exercise Price
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
$ 5-10 260 3 years $ 8 260 $ 8
$10-15 4,736 5 years 12 4,736 12
$15-20 6,475 8 years 17 3,846 17
$20-35 8,846 9 years 33 1,203 32
- ------------------------------------------------------------------------------------------------------------------------------------
20,317 $23 10,045 $ 16
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
The Company applies Accounting Principles Board Opinion No. 25, Accounting for
Stock Issued to Employees, and related interpretations to accounting for its
stock option and employee stock purchase plans (see Note 14) ("Employee
Stock-Based Plans"). Accordingly, no compensation cost has been recognized for
the aforementioned plans.
The weighted average fair values for stock option grants were $9.35 in 1998,
$9.26 in 1997 and $5.47 in 1996. The weighted average values for employer stock
purchase plan ("ESPP") rights were $6.67 in 1998, $4.41 in 1997 and $2.91 in
1996. The weighted average values were estimated at the date of grant using the
Black Scholes Option Valuation model and the following assumptions:
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
Stock Options ESPP Rights
---------------------------------- ---------------------------------------
1998 1997 1996 1998 1997 1996
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Risk-free interest rate 4.34% 5.72% 6.14% 5.15% 5.45% 5.47%
Expected life 5 years 5 years 5 years 1.1 years 1.1 years 1.2 years
Expected volatility 24.90% 22.62% 23.84% 24.90% 22.62% 21.22%
Expected dividend yield 1.08% 1.05% 1.56% 1.39% 1.66% 2.0%
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
Had compensation cost for the Employee Stock-Based Plans been determined over
the vesting period based on the fair value at the grant date for awards under
those plans, the Company's net income and earnings per share would have been
reduced to the pro forma amounts indicated below:
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
1998 1997 1996
----------------------------- ----------------------------- --------------------------
(In thousands, except per share data) As reported Pro forma As reported Pro forma As reported Pro forma
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net Income $ 278,914 $ 257,803 $ 262,301 $ 249,582 $ 84,534 $ 76,889
Basic earnings per share $ 1.48 $ 1.37 $ 1.36 $ 1.29 $ .43 $ .40
Diluted earnings per share $ 1.45 $ 1.34 $ 1.33 $ 1.27 $ .43 $ .39
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
The pro forma effect for 1998, 1997 and 1996 on the amounts presented above is
not representative of the pro forma effect in future years because it does not
take into account pro forma compensation expense related to grants made prior to
1995.
- --------------------------------------------------------------------------------
14. CAPITAL STOCK
The 5 1/2% cumulative prior preference stock was redeemable at the option of the
Company on 30-days notice at par plus accrued dividends and was entitled to an
annual dividend of $5.50 payable quarterly. The Company redeemed all outstanding
shares of its 5 1/2% cumulative prior preference stock at October 1, 1997, at
par value at a cost of $2 million.
The serial preferred stock was subordinate to the 5 1/2% 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% of the
directors of the Board, and the Class A and
<PAGE>
F-30
Class B Common Stock have the right to vote together on reservation of Company
stock for stock options and other stock-related plans, 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 1996 annual meeting of the Company's Class A and B Common
Shareholders, an amendment to the 1991 Executive Stock Incentive Plan was
approved to reserve an additional 20 million shares of Class A Common Stock for
issuance thereunder pursuant to the exercise of stock options.
The Company spent $454 million in 1998 and $146 million in 1997 to repurchase
shares of Class A Common Stock. The Company repurchased 15 million shares in
1998 at an average cost of $31 per share and 3 million shares in 1997 at an
average cost of $25 per share. During the period from December 28, 1998, through
January 27, 1999, the Company spent $47 million to repurchase 1.4 million shares
of Class A Common Stock at an average price of $34 per share. As of January 27,
1999, the remaining amount of repurchase authorizations from the Company's Board
of Directors is $300 million. Under the authorizations, purchases may be made
from time to time either in the open market or through private transactions.
Purchases may be suspended from time to time or discontinued. Stock repurchases
under this program exclude shares reacquired in connection with taxes due from
optionees on certain exercises under the Company's stock option plans at a cost
of $27 million in 1998.
Had the 1998 stock repurchases occurred as of January 1, 1998, the impact on
earnings per share would have been reduced by $.04 per share. For 1997 and 1996
the impact on earnings per share would have been immaterial.
In June 1998 the Company retired from treasury 17 million Class A shares and
140,000 Class B shares. As a result of this retirement, treasury stock and
Additional Paid-In Capital were both reduced by $539 million. In December 1998
the Company retired from treasury an additional 10 million Class A shares. This
retirement resulted in a reduction of $322 million in treasury stock, $296
million in Additional Paid-In Capital and $26 million in Retained Earnings.
In addition to the Company's stock repurchase program, the Company sells equity
options in private placements that entitle the holder, upon exercise, to sell
shares of Class A Common Stock to the Company at a specified price. In 1997 put
options for 400,000 shares were issued for $.3 million in premiums, which were
accounted for as a part of Additional Paid-In Capital. In 1998 no put options
were issued. All put options have expired.
Shares of Class A Common Stock reserved for issuance were as follows:
- ----------------------------------------------------------------
December 27, December 28,
(Shares in thousands) 1998 1997
- ----------------------------------------------------------------
Stock Options
Outstanding 20,317 19,585
Available 11,256 15,383
- ----------------------------------------------------------------
Employee Stock Purchase Plan
Available 4,444 5,872
- ----------------------------------------------------------------
Voluntary Conversion of
Class B Common Stock
Available 1,129 1,129
- ----------------------------------------------------------------
Retirement Units
Outstanding 157 318
Available 1,933 1,933
- ----------------------------------------------------------------
Total
Outstanding 20,474 19,903
Available 18,754 24,309
- ----------------------------------------------------------------
Under the 1999 Offering of the ESPP, eligible employees may purchase Class A
Common Stock through payroll deductions during the 1999 plan year at the lower
of $21.70 per share (85% of the average market price on October 1, 1998) or 85%
of the average market price on November 29, 1999. Between 35 to 46% of eligible
employees have participated in the ESPP in the last three years. Under the ESPP,
the Company issued 1.4 million shares in 1998, 1.6 million shares in 1997 and
1.9 million shares in 1996.
- --------------------------------------------------------------------------------
15. COMMITMENTS AND CONTINGENT LIABILITIES
Operating Leases
Such lease commitments are primarily for office space and equipment. Certain
office space leases provide for rent adjustments relating to changes in real
estate taxes and other operating expenses.
Rental expense amounted to $29 million in 1998, $30 million in 1997 and $30
million in 1996. The approximate minimum rental commitments under noncancelable
leases at December 27, 1998, were as follows: 1999, $7 million; 2000, $6
million; 2001, $4 million; 2002, $3 million; 2003, $3 million and $8 million
thereafter.
Capital Leases
In 1994 the Company recorded a $5 million capital lease for 31 acres of
City-owned land in College Point, New York City, on which the Company has
completed building a printing and distribution facility. The Company has the
option to purchase the property at any time prior to the end of
<PAGE>
F-31
the lease in 2019. Under the terms of the lease agreement with the City of New
York, the Company receives various tax and energy cost reductions.
The Company also has a long-term lease for a building and site in Edison, NJ.
The lease provides the Company with certain early cancellation rights, as well
as renewal and purchase options. For financial reporting purposes, the Edison
lease has been classified as a capital lease; accordingly, an asset of $57
million (included in buildings, building equipment and improvements) was
recorded at December 28, 1997. In May 1998 the Company renegotiated its lease
for this property to extend its commitment for an additional 10 years through
2018. Accordingly, the Company increased its capitalized asset and corresponding
liability to $78 million.
Future minimum lease payments for all capital leases, and the present value of
the minimum lease payments at December 27, 1998, are as follows:
- ------------------------------------------------------------
(In thousands) Amount
- ------------------------------------------------------------
1999 $ 7,781
2000 7,474
2001 7,281
2002 7,057
2003 6,956
Later years 140,650
- ------------------------------------------------------------
Total minimum lease payments 177,199
Less imputed interest (91,209)
- ------------------------------------------------------------
Present value of net minimum lease
payments including current maturities $ 85,990
- ------------------------------------------------------------
Other
There are various legal actions that have arisen in the ordinary course of
business and are now pending against the Company. These actions are generally
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 these actions with legal counsel
to the Company that the ultimate liability that might result from these actions
would not have a material adverse effect on the consolidated financial
statements.
- --------------------------------------------------------------------------------
16. RECLASSIFICATIONS
For comparability, certain 1997 and 1996 amounts have been reclassified to
conform with the 1998 presentation.
<PAGE>
F-32
- --------------------------------------------------------------------------------
17. SEGMENT INFORMATION
Operating segments represent components of the Company's business that are
evaluated regularly by key management in assessing performance and resource
allocation. The Company has determined that its reportable segments consist of
its Newspaper, Broadcast and Magazine Groups. The Newspaper Group is comprised
of the following operating segments, each of which has its own management: The
New York Times, The Boston Globe, and 21 regional newspapers. The economic
characteristics, products, services, production process, customer type and
distribution methods for the operating segments of the Newspaper Group are
substantially similar and have therefore been aggregated as a reportable
segment.
The Broadcast and Magazine Groups are managed separately and have different
economic characteristics from those of the Newspaper Group, and are therefore
shown as separate reportable segments.
Revenues from individual customers, revenues between business segments, and
revenues, operating profit and identifiable assets of foreign operations are not
significant.
The following are the Company's reportable operating segments:
Newspaper Group
The New York Times, The Boston Globe, 21 regional newspapers, newspaper
distributors, a news service, a features syndicate, TimesFax, licensing
operations of The New York Times databases/microfilm and New Ventures. New
Ventures include, among other things, projects developed in electronic media.
Broadcast Group
Eight network-affiliated television stations and two radio stations.
Magazine Group
Three golf publications, related activities in the golf industry and New
Ventures, such as on-line magazine services.
The Company's Statements of Income on a segment basis were as follows:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
Years Ended
-----------------------------------------------------------
December 27, December 28, December 29,
(In thousands) 1998 1997 1996
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
REVENUES
Newspapers $2,664,396 $2,557,080 $2,348,592
Broadcast 151,175 144,506 118,608
Magazines 121,134 164,832 161,071
- -------------------------------------------------------------------------------------------------------------------------------
Total $2,936,705 $2,866,418 $2,628,271
- -------------------------------------------------------------------------------------------------------------------------------
OPERATING PROFIT (LOSS)
Newspapers $ 477,782 $ 434,057 $ 179,611
Broadcast 45,120 39,368 30,596
Magazines 22,110 28,332 24,778
Unallocated corporate expenses (29,792) (46,655) (61,705)
- -------------------------------------------------------------------------------------------------------------------------------
Total 515,220 455,102 173,280
- -------------------------------------------------------------------------------------------------------------------------------
Income from Joint Ventures 21,014 13,990 18,223
Interest expense, net 43,333 42,115 26,430
Net gain on dispositions of assets 12,619 10,388 32,836
- -------------------------------------------------------------------------------------------------------------------------------
Income before income taxes and extraordinary item 505,520 437,365 197,909
Income taxes 218,890 175,064 113,375
- -------------------------------------------------------------------------------------------------------------------------------
Income before extraordinary item 286,630 262,301 84,534
Extraordinary item, net of tax - debt extinguishment 7,716 -- --
- -------------------------------------------------------------------------------------------------------------------------------
NET INCOME $ 278,914 $ 262,301 $ 84,534
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
F-33
Newspaper Group operating profit includes Buyouts of $3 million for 1998, $8
million for 1997 and $31.9 million for 1996.
The 1998 Broadcast Group operating profit includes a charge of $2 million for
Buyouts; 1996 includes a charge of $300,000 for Buyouts in this group. The 1998
Magazine Group operating profit includes a charge of $3 million for Buyouts.
The 1996 operating profit includes the noncash SFAS 121 charge for the Newspaper
Group of $126 million and for the Magazine Group of $1 million (see Note 4).
Broadcast Group amounts for 1996 were affected by the acquisitions of new
television stations (see Note 2).
Magazine Group amounts include the amortization of the income relating to a $40
million non-compete agreement associated with the disposition of the Women's
Magazines Division. The benefit under this agreement, amounting to $40 million,
was recognized on a straight-line basis over four years ending in July 1998.
Amortization of this income was $6 million in 1998, $10 million in 1997 and $10
million in 1996.
The Magazine Group amounts for 1998 were affected by the sale of the assets of
the tennis, sailing and ski magazines (see Note 2).
Unallocated corporate expenses include Buyouts of $1 million for 1997 and $12
million for 1996. Unallocated corporate expenses for 1997 also include a $10
million noncash charge related to the adoption of EITF 97-13 (see Note 3).
Revenues from individual customers, revenues between business segments, and
revenues, operating profit and identifiable assets of foreign operations are not
significant.
Advertising, circulation and other revenue, by major product of the Newspaper
Group, were as follows:
- --------------------------------------------------------------------------------
% Change
------------------
(In millions) 1998 1997 1996 98-97 97-96
- --------------------------------------------------------------------------------
The New York Times
Advertising $1,059 $ 989 $ 881 7.0% 12.3%
Circulation 442 428 418 3.3% 2.4%
Other 141 142 113 (0.7%) 25.7%
- --------------------------------------------------------------------------------
Total $1,642 $1,559 $1,412 5.3% 10.4%
- --------------------------------------------------------------------------------
The Boston Globe
Advertising $ 449 $ 441 $ 402 1.8% 9.7%
Circulation 133 134 132 (0.7%) 1.5%
Other 8 8 5 N/A N/A
- --------------------------------------------------------------------------------
Total $ 590 $ 583 $ 539 1.2% 8.2%
- --------------------------------------------------------------------------------
Regional Newspapers
Advertising $ 342 $ 323 $ 308 5.9% 4.9%
Circulation 77 78 76 (1.3%) 2.6%
Other 14 14 13 N/A 7.7%
- --------------------------------------------------------------------------------
Total $ 433 $ 415 $ 397 4.3% 4.5%
- --------------------------------------------------------------------------------
Total Newspaper
Group
Advertising $1,850 $1,753 $1,591 5.5% 10.2%
Circulation 652 640 626 1.9% 2.2%
Other 163 164 131 (0.6%) 25.2%
- --------------------------------------------------------------------------------
Total $2,665 $2,557 $2,348 4.2% 8.9%
- --------------------------------------------------------------------------------
<PAGE>
F-34
The Company's segment depreciation and amortization, capital expenditures and
identifiable assets reconciled to consolidated amounts were as follows:
- --------------------------------------------------------------------------------
Years Ended
---------------------------------------------
December 27, December 28, December 29,
(In thousands) 1998 1997 1996
- --------------------------------------------------------------------------------
DEPRECIATION AND AMORTIZATION
Newspapers $ 166,485 $ 160,192 $ 138,630
Broadcast 17,662 17,919 14,161
Magazines (4,361) (7,330) (7,320)
Corporate 8,099 2,764 2,054
Investment in Joint Ventures 352 352 352
- --------------------------------------------------------------------------------
Total $ 188,237 $ 173,897 $ 147,877
- --------------------------------------------------------------------------------
CAPITAL EXPENDITURES*
Newspapers $ 54,178 $ 117,346 $ 179,762
Broadcast 4,331 7,225 4,438
Magazines 631 3,205 2,554
Corporate 22,438 32,392 20,080
- --------------------------------------------------------------------------------
Total $ 81,578 $ 160,168 $ 206,834
- --------------------------------------------------------------------------------
IDENTIFIABLE ASSETS
Newspapers $ 2,669,290 $ 2,711,180 $ 2,733,243
Broadcast 387,764 409,742 406,053
Magazines 62,147 56,236 92,632
Corporate 223,635 312,971 170,688
Investment in Joint Ventures 122,273 133,054 137,255
- --------------------------------------------------------------------------------
Total $ 3,465,109 $ 3,623,183 $ 3,539,871
- --------------------------------------------------------------------------------
* Capital expenditures exclude additions to capitalized leases for the
Edison Facility in 1998 (see Note 15 of the Notes to the Consolidated
Financial Statements).
<PAGE>
F-35
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 27, 1998 and December 28, 1997, and the related
consolidated statements of income, stockholders' equity and cash flows for each
of the three years in the period ended December 27, 1998. Our audits also
include the financial statement schedule listed in the Index at Item 14a. 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 27, 1998 and December 28, 1997, and the results of their operations and
their cash flows for each of the three years in the period ended December 27,
1998 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.
New York, New York
January 27, 1999
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 New York Stock Exchange. Prior to
September 25, 1997, the Class A Common Stock was listed on the American Stock
Exchange. The Class B Common Stock is unlisted and is not actively traded.
The number of security holders of record as of January 27, 1999, was as follows:
Class A Common Stock: 11,597; Class B Common Stock: 38.
The market price range of Class A Common Stock was as follows:
- --------------------------------------------------------------------------
Quarter Ended 1998 1997
- --------------------------------------------------------------------------
High Low High Low
March $34.13 31.13 $23.94 $18.19
June 38.72 33.25 25.88 20.00
September 40.69 26.25 27.66 22.78
December 35.81 20.50 33.25 25.00
Year 40.69 20.50 33.25 18.19
- --------------------------------------------------------------------------
<PAGE>
F-36
QUARTERLY INFORMATION (UNAUDITED)
<TABLE>
<CAPTION>
First Quarter Second Quarter Third Quarter Fourth Quarter Year
-----------------------------------------------------------------------------------------
(In millions, except per
share data) 1998 1997 1998 1997 1998 1997 1998 1997 1998 1997
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Revenues $ 723 $692 $ 749 $722 $ 683 $683 $ 782 $ 769 $2,937 $2,866
- ----------------------------------------------------------------------------------------------------------------------
Costs and expenses
Production costs
Raw materials 88 75 89 78 83 78 94 92 354 323
Wages and benefits 154 158 147 149 140 146 158 152 599 605
Other 122 113 122 118 135 126 130 127 509 484
- ----------------------------------------------------------------------------------------------------------------------
Total production costs 364 346 358 345 358 350 382 371 1,462 1,412
Selling, general and
administrative expenses 243 245 246 250 224 242 247 262 960 999
- ----------------------------------------------------------------------------------------------------------------------
Operating profit 116 101 145 127 101 91 153 136 515 455
Income from Joint Ventures 5 1 4 3 5 3 7 7 21 14
Interest expense, net 10 8 10 11 10 12 13 11 43 42
Net gain on dispositions
of assets 5 -- 8 -- -- -- -- 10 13 10
- ----------------------------------------------------------------------------------------------------------------------
Earnings before taxes and
extraordinary item 116 94 147 119 96 82 147 142 506 437
Income taxes 51 42 64 34 41 36 63 63 219 175
- ----------------------------------------------------------------------------------------------------------------------
Earning before
extraordinary item 65 52 83 85 55 46 84 79 287 262
Extraordinary item, net of
tax(1) -- -- (8) -- -- -- -- -- (8) --
- ----------------------------------------------------------------------------------------------------------------------
Net income (loss) $ 65 $ 52 $ 75 $ 85 $ 55 $ 46 $ 84 $ 79 $ 279 $ 262
- ----------------------------------------------------------------------------------------------------------------------
Average number of common
shares outstanding(2)
Basic 193 196 192 192 189 192 182 192 189 193
Diluted 197 199 196 196 192 196 186 197 193 197
- ----------------------------------------------------------------------------------------------------------------------
Basic earnings per share(2)
Earnings before
extraordinary item $ .34 $.26 $ .43 $.44 $ .29 $.24 $ .46 $ .41 $ 1.52 $ 1.36
Extraordinary item, net
of tax(1) -- -- (.04) -- -- -- -- -- (.04) --
- ----------------------------------------------------------------------------------------------------------------------
Net income $ .34 $.26 $ .39 $.44 $ .29 $.24 $ .46 $ .41 $ 1.48 $ 1.36
- ----------------------------------------------------------------------------------------------------------------------
Diluted earnings per
share(2)
Earnings per share before
extraordinary item $ .33 $.26 $ .42 $.43 $ .29 $.24 $ .45 $ .40 $ 1.49 $ 1.33
Extraordinary item, net
of tax(1) -- -- (.04) -- -- -- -- -- (.04) --
- ----------------------------------------------------------------------------------------------------------------------
Net income $ .33 $.26 $ .38 $.43 $ .29 $.24 $ .45 $ .40 $ 1.45 $ 1.33
- ----------------------------------------------------------------------------------------------------------------------
Dividends per share(2) $.085 $.08 $.095 $.08 $.095 $.08 $.095 $.085 $ .37 $ .32
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
All earnings per share amounts for special items below are the same basic and
diluted earnings per share unless otherwise noted.
(1) See Note 8 of the Notes to the Consolidated Financial Statements.
(2) All share and per-share information is presented on a post two-for-one
split basis. The split was effective on June 17, 1998.
<PAGE>
F-37
The 1998 and 1997 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 on the proceeding page.
The Company's largest source of revenue 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- and third-quarters. Advertising
volume tends to be less in these quarters primarily because economic activity is
lower in the post holiday season and summer periods. 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.
First-quarter 1998 results include a $5 million pre-tax gain ($.01 per share)
from the sale of equipment.
Second-quarter 1998 results include an $8 million after-tax extraordinary item
in connection with a debt extinguishment (see Note 8). In addition, 1998 results
include an $8 million pre-tax gain on the sale of assets of the Company's
tennis, sailing and ski magazines.
Fourth-quarter 1998 results include a $5 million pre-tax charge ($.02 per share)
for Buyouts.
First-quarter 1997 results included a $2.5 million pre-tax charge ($.01 earnings
per share) for Buyouts.
Second-quarter 1997 results included an $18 million favorable adjustment ($.09
earning per share) resulting from the completion of the Company's federal income
tax audits for periods through 1992.
Fourth-quarter 1997 results included a $10 million aggregate pre-tax gain ($.03
per share) resulting from the sale of the assets of the tennis, sailing and ski
businesses and certain small properties, net of the exit costs associated with
the shutdown of a golf-related business. Fourth-quarter 1997 results also
included a $10 million pre-tax noncash charge ($.03 per share) relating to EITF
97-13 and a $6 million pre-tax charge ($.03 earning per share) for Buyouts.
<PAGE>
F-38
TEN-YEAR SUPPLEMENTAL FINANCIAL DATA
<TABLE>
<CAPTION>
Years Ended December
-----------------------------------------------------------------------------------------
(In millions, except per share data) 1998 1997 1996 1995 1994 1993 1992 1991 1990 1989
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Revenues and Income
Revenues $2,937 $2,866 $2,628 $2,428 $2,397 $2,057 $1,810 $1,737 $1,808 $1,797
- -----------------------------------------------------------------------------------------------------------------------------------
Operating Profit 515 455 173 233 211 126 88 93 129 168
- -----------------------------------------------------------------------------------------------------------------------------------
Income (Loss) from Joint Ventures 21 14 18 15 5 (53) (9) (9) 8 (11)
- -----------------------------------------------------------------------------------------------------------------------------------
Income (Loss) from continuing
operations 287 262 85 136 213 6 (11) 47 65 68
Discontinued operations -- -- -- -- -- -- -- -- -- 199
Extraordinary item (1) (8) -- -- -- -- -- -- -- -- --
Net cumulative effect of
accounting changes -- -- -- -- -- -- (34) -- -- --
- -----------------------------------------------------------------------------------------------------------------------------------
Net income (loss) $ 279 $ 262 $ 85 $ 136 $ 213 $ 6 $ (45) $ 47 $ 65 $ 267
- -----------------------------------------------------------------------------------------------------------------------------------
Balance Sheet
Total assets $3,465 $3,623 $3,540 $3,390 $3,138 $3,215 $1,995 $2,128 $2,150 $2,188
Long-term debt
and capital lease obligations 598 535 637 638 523 460 207 213 319 337
Common stockholders' equity 1,531 1,729 1,623 1,610 1,544 1,599 1,000 1,073 1,056 1,064
- -----------------------------------------------------------------------------------------------------------------------------------
Basic earnings per share(2)
Continuing operations $ 1.52 1.36 .43 .70 1.02 .04 (.07) .30 .42 .44
Discontinued operations -- -- -- -- -- -- -- -- -- 1.26
Extraordinary item (1) (.04) -- -- -- -- -- -- -- -- --
Net cumulative effect of accounting
changes -- -- -- -- -- -- (.22) -- -- --
- -----------------------------------------------------------------------------------------------------------------------------------
Net income $ 1.48 $ 1.36 $ .43 $ .70 $ 1.02 $ .04 $ (.29) $ .30 $ .42 $ 1.70
- -----------------------------------------------------------------------------------------------------------------------------------
Diluted earnings per share (2)
Continuing operations $ 1.49 $ 1.33 $ .43 $ .70 $ 1.02 $ .04 $ (.06) $ .30 $ .42 $ .43
Discontinued operations -- -- -- -- -- -- -- -- -- 1.26
Extraordinary item (1) (.04) -- -- -- -- -- -- -- -- --
Net cumulative effect of accounting
Changes -- -- -- -- -- -- (.22) -- -- --
- -----------------------------------------------------------------------------------------------------------------------------------
Net income $ 1.45 $ 1.33 $ .43 $ .70 $ 1.02 $ .04 $ (.28) $ .30 $ .42 $ 1.69
- -----------------------------------------------------------------------------------------------------------------------------------
Dividends $ .37 $ .32 $ .29 $ .28 $ .28 $ .28 $ .28 $ .28 $ .27 $ .25
Common stockholders' equity $ 8.11 $ 8.96 $ 8.34 $ 8.31 $ 7.42 $ 9.46 $ 6.36 $ 6.92 $ 6.90 $ 6.82
- -----------------------------------------------------------------------------------------------------------------------------------
Shares Outstanding(2)
Class A and Class B Common 182 193 195 195 196 214 159 157 154 156
- -----------------------------------------------------------------------------------------------------------------------------------
Market Price (end of year)(2) $35.31 $32.03 $19.25 $14.81 $11.06 $13.13 $13.19 $11.81 $10.31 $13.19
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
All references to earnings per share are the same for basic and diluted unless
noted otherwise.
(1) See Note 8 of the Notes to the Consolidated Financial Statements.
(2) All share and per-share information is presented on a post-two-for-one
split basis. The split was effective on June 17, 1998.
<PAGE>
F-39
All earnings per share amounts for special items below are the same for basic
and diluted earnings per share unless otherwise noted.
1998
Results included: a $5 million pre-tax gain ($.01 earnings per share) from the
sale of equipment; a $8 million extraordinary charge ($.04 per share) in
connection with the Company's repurchase of $78 million of its $150 million,
8.25% notes due in 2025; an $8 million pre-tax gain ($.02 earnings per share)
from the satisfaction of a post-closing requirement related to the 1997 sale of
assets of the Company's tennis, sailing and ski magazines; $5 million pre-tax
charge ($.02 per share) for Buyouts.
1997
Results included: a $10 million pre-tax gain ($.03 per share) resulting from the
sale of the Company's assets of its tennis, sailing and ski magazines and
certain small properties, net of the exit costs associated with the shutdown of
a golf-related business; a $10 million pre-tax noncash accounting charge ($.03
per share) related to EITF 97-13; an $9 million pre-tax charge ($.02 per share)
for Buyouts; an $18 million ($.09 per share) favorable tax adjustment.
1996
Results included: a $127 million pre-tax noncash accounting charge ($.49 basic
earnings per share, $.48 diluted earnings per share) related to SFAS 121; $44
million pre-tax charge ($.13 basic per share, $.12 diluted earnings per share)
for Buyouts; a $25 million pre-tax gain ($.07 per share) resulting from the
realization of a gain contingency from the disposition of a paper mill in a
prior year; $8 million pre-tax gain ($.02 per share) on the sale of an office
building.
1995
Results included: a net pre-tax gain of $11 million ($.03 per share) from the
sales of several small newspapers; a $10 million pre-tax charge ($.03 per share)
for Buyouts.
1994
Results included: a net pre-tax gain of $201 million ($.50 basic earnings per
share, $.49 diluted earnings per share) from the sales of the Women's Magazines
Division and U.K. golf publications, and the disposition of a minority interest
in a newsprint mill.
1993
Results included: a pre-tax $4 million charge ($.01 per share) for rate
adjustments due to a severe snowstorm; a $4 million ($.02 per share) of
additional tax expense for remeasurement of deferred tax balances due to the
enactment of the Revenue Reconciliation Act of 1993; $1 million ($.01 per share)
of additional tax expense due to the Revenue Reconciliation Act of 1993 which
increased the federal corporate income tax rate; a $3 million pre-tax gain ($.01
per share) from the sale of assets; a $35 million of pre-tax charges ($.12 per
share) for Buyouts; a pre-tax noncash charge of $47 million ($.28 per share) to
write down a joint venture investment.
1992
Results included: a $54 million pre-tax loss ($.24 per share) on the closing of
The Gwinnett Daily News (GA); a $3 million pre-tax gain ($.01 per share) from
the sale of assets; a $28 million pre-tax charge ($.10 per share) for Buyouts; a
$21 million pre-tax charge ($.08 per share) for labor disruptions, training and
start-up costs at Edison. Net cumulative effect of accounting changes ($.22 per
share) includes the change in methods of accounting for income taxes,
postretirement benefits other than pensions and postemployment benefits.
1991
Results included: a $20 million pre-tax charge ($.08 per share) for Buyouts at
the Times; the reversal of a provision for income taxes of $10 million ($.06 per
share) for a favorable tax settlement.
1989
Results included: an after-tax gain of $193 million ($1.26 per share) from the
sale of the Company's cable television operation; a $30 million ($.11 per share)
before tax charge for costs related to anticipated voluntary union staff
reductions at The New York Times newspaper; a pre-tax charge of $27 million
($.17 per share) for a valuation reserve against the Company's investment in a
paper mill (since sold).
<PAGE>
S-1
THE NEW YORK TIMES COMPANY
VALUATION AND QUALIFYING ACCOUNTS
For the Three Years Ended December 27, 1998
<TABLE>
<CAPTION>
(In thousands)
- ------------------------------------------------------------------------------------------------------------------
Column A Column B Column C Column D Column E
- ------------------------------------------------------------------------------------------------------------------
Additions Deductions for
charged to purposes for
Balance at costs and which Balance
beginning expenses or accounts at end of
Description of period revenues were set up period
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Year Ended December 27, 1998
Deducted from assets to which they apply
Uncollectible accounts $20,889 $36,221 $28,964 $28,146
Returns and allowances, etc 4,998 6,242 5,022 6,218
- ------------------------------------------------------------------------------------------------------------------
Total $25,887 $42,463 $33,986 $34,364
- ------------------------------------------------------------------------------------------------------------------
Year Ended December 28, 1997
Deducted from assets to which they apply
Uncollectible accounts $24,359 $22,423 $25,893 $20,889
Returns and allowances, etc 6,953 8,997 10,952 4,998
- ------------------------------------------------------------------------------------------------------------------
Total $31,312 $31,420 $36,845 $25,887
- ------------------------------------------------------------------------------------------------------------------
Year Ended December 29, 1996
Deducted from assets to which they apply
Uncollectible accounts $18,942 $23,526 $18,109 $24,359
Returns and allowances, etc 6,923 10,324 10,294 6,953
- ------------------------------------------------------------------------------------------------------------------
Total $25,865 $33,850 $28,403 $31,312
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
<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. ("API") (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 Securities and Exchange Commission upon request), and
incorporated by reference herein).
(3.1) Certificate of Incorporation as amended and restated to reflect
amendments effective June 19, 1998 (filed as an Exhibit to the
Company's Form 10-Q dated August 11, 1998, and incorporated by
reference herein).
(3.2) By-laws as amended through May 21, 1998 (filed as an Exhibit to the
Company's Form 10-Q dated August 11, 1998, 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, as amended
effective October 1, 1995 (filed as an Exhibit to the Company's Form
10-K dated March 11, 1996, 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
April 16, 1998 (filed as an Exhibit to the Company's Form 10-Q dated
May 7, 1998, and incorporated by reference herein).
(10.3) The Company's 1991 Executive Cash Bonus Plan, as amended through April
16, 1998 (filed as an Exhibit to the Company's 10-Q dated May 7, 1998,
and incorporated by reference herein).
(10.4) The Company's Non-Employee Directors' Stock Option Plan, as amended
through February 19, 1998 (filed as an Exhibit to the Company's Form
10-Q dated May 7, 1998, and incorporated by reference herein).
<PAGE>
(10.5) The Company's Supplemental Executive Retirement Plan, as amended and
restated through January 1, 1993 (filed as an Exhibit to the Company's
Form 10-K dated March 11, 1996, and incorporated by reference herein).
(10.6) Amendment No. 1, dated May 1, 1997, to the Company's Supplemental
Executive Retirement Plan (filed as an Exhibit to the Company's Form
10-Q dated March 30, 1997, and incorporated by reference herein).
(10.7) 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).
(10.7.1) Amendment to Lease between the Company and Z Edison Limited
Partnership, dated May 14, 1997 (filed as an Exhibit to the Company's
Form 10-Q dated November 10, 1998, and incorporated by reference
herein).
(10.7.2) Second Amendment to Lease between the Company and Z Edison Limited
Partnership, dated June 30, 1998 (filed as an Exhibit to the Company's
Form 10-Q dated November 10, 1998, and incorporated by reference
herein).
(10.8) 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).
(10.9) 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).
(10.10) 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).
(10.11) 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).
(10.12) 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).
(10.13) 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).
(10.14) 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).
(10.15) 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).
(10.16) Globe Newspaper Company, Inc. Supplemental Executive Retirement Plan,
as amended effective December 16, 1998.
(10.17) 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).
<PAGE>
(10.18) The Company's Deferred Executive Compensation Plan, as amended
effective December 28, 1998, and January 1, 1999.
(10.19) The New York Times Designated Employees Deferred Earnings Plan, as
amended effective December 28, 1998, and January 1, 1999.
(10.20) The Company's Non-Employee Directors Deferral Plan (filed as an Exhibit
to the Company's Form 10-Q dated November 12, 1997, and incorporated by
reference herein).
(10.21) Distribution Agreement, dated as of September 24, 1998, by and among
the Company, Morgan Stanley & Co., Incorporated, Chase Securities Inc.
and Salomon Smith Barney Inc. (filed as an Exhibit to the Company's
Form 8-K dated September 24, 1998, and incorporated by reference
herein).
(10.22) Exchange Rate Agency Agreement, dated as of September 24, 1998, by and
between the Company and Morgan Stanley Dean Witter (filed as an Exhibit
to the Company's Form 8-K dated September 24, 1998, and incorporated by
reference herein).
(10.23) Calculation Agent Agreement, dated as of September 24, 1998, by and
between the Company and The Chase Manhattan Bank (filed as an Exhibit
to the Company's Form 8-K dated September 24, 1998, and incorporated by
reference herein).
(12) Ratio of Earnings to Fixed Charges.
(21) Subsidiaries of the Company.
(23) Consent of Deloitte & Touche LLP.
(27) Financial Data Schedules.
EXHIBIT 10.16
<PAGE>
GLOBE NEWSPAPER COMPANY, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
Globe Newspaper Company, Inc. (the "Company") hereby restates, effective
December 16, 1998, this Executive Supplemental Retirement Plan (the "Plan") for
the benefit of past and present executives of the Company and its affiliates
listed on Exhibits A, B and E (collectively, the "Executives"):
1. Purpose. The purpose of this Plan is to provide supplemental retirement
payments and death payments for the Executives who become entitled to receive
benefits under The New York Times Companies Pension Plan, as in effect from time
to time (the "Retirement Plan"). Capitalized terms used herein shall have the
meanings given them in the Retirement Plan unless otherwise defined in this
Plan.
2. Supplemental Retirement Payments. The Company or an affiliate shall pay
to each Executive listed on Exhibit A who has completed 36 months in this Plan
(or to such person or persons as may at that time be entitled to receive
payments with respect to such an Executive under the Retirement Plan) the amount
by which (a) any benefit that would have been payable under the Retirement Plan
if (i) the expression "1.83-1/3%" in the definition of "Gross Amount" in the
Retirement Plan were changed to "2%," and (ii) clause (c) of the definition of
"Gross Amount" were changed to read "the number of his/her Years of Accrual
Service not in excess of 25 plus, if the Executive had more than 25 Years of
Accrual Service, his/her Additional Earned Service, as defined in Section 2 of
the Supplemental Executive Retirement Plan of Globe Newspaper Company, Inc.,"
and (iii) his/her regular compensation and regular annual bonuses (including any
amounts deferred under The New York Times Company Deferred Compensation Plan)
were included in the calculation of the accrued amount under the Retirement Plan
(except that for purposes of calculating this amount, the period used for
calculating the average monthly rate of compensation will be the 260 consecutive
weeks prior to the normal retirement date under the Retirement Plan or the date
of earlier termination), and (iv) the amount so calculated were payable without
reference to any benefit limits affecting the Executive other than limits on the
Family Death Benefit exceeds (b) the sum of (i) the benefit actually paid from
time to time under the Retirement Plan and (ii) the appropriate offset amount,
as defined in the Retirement Plan. The amount payable with respect to an
Executive who shall have completed less than 36 months in this plan shall be
calculated as set forth in the preceding sentence but excluding therefrom all
service and compensation before the Executive became listed on Exhibit A.
Supplemental retirement payments hereunder shall be made on the same dates and
over the same period as payments under the Retirement Plan are made. The
Additional Earned Service for an Executive who was in Band 3A when last employed
by the Company or an affiliate shall be .5 times the number by which the
Executive's Years of Accrual Service, not to exceed 30, exceed 25 and the
Additional Earned Service for any Executive who was the Publisher or in Band 1
or 2 when last employed, shall be .75 times the number by which the Executive's
Years of Accrual Service, not to exceed 35, exceed 25. Exhibit A shall state the
Band in which each employed Executive is placed.
3. Return to Active Employment Following Commencement of Benefit. In the
event an Executive who has begun to receive a benefit hereunder is reemployed by
the Company or an affiliate and his/her benefit under the Retirement Plan is
suspended, his/her benefit shall be suspended during the period of such
reemployment that benefits under the Retirement Plan are suspended. Upon his/her
subsequent retirement or earlier termination of employment, he/she shall become
entitled to an increased benefit, reduced by the actuarial equivalent of the
payments made to him/her prior to reemployment.
4. Death Payments. The Company shall pay as a death benefit to the
designated beneficiary of an Executive listed on Exhibit B or E the amount, if
any, by which (a) the product of (i) his/her regular annual compensation from
the Company and its affiliates in effect on his/her date of death or his/her
date of earlier retirement, and (ii) the death benefit multiplier specified
below for the status of the Executive at the time of death, exceeds (b) the sum
of (i) the death benefits payable with respect to the Executive under the Globe
Newspaper Life Insurance Trust, and (ii) the death benefits payable to the
Executive's designated beneficiary or beneficiaries under one or more insurance
agreements between the Company and the Executive:
1
<PAGE>
Executive's Status
at Date of Death Applicable Multiplier
---------------- ---------------------
(1) Employed by Company and/or death benefit multiplier
its subsidiaries, listed on set opposite name on
Exhibit B and less than Exhibit B
65 years of age
(2) Employed by Company and/or 50% of death benefit
its subsidiaries, listed on multiplier set opposite
on Exhibit B and 65 years name on Exhibit B
of age or older
(3) Retired from employment death benefit multiplier
by Company and its set opposite name on
subsidiaries while listed on Exhibit C
Exhibit B and after the date
36 months prior to Normal
Retirement Date
(4) Employed by Company and/or death benefit multiplier
its subsidiaries, Normal set opposite name on
Retirement Date has not Exhibit D
occurred but taken off
Exhibit B within 36 months
prior to Normal Retirement
Date
(5) Listed on Exhibit E death benefit multiplier
set opposite name on
Exhibit E
For the purpose of this Section 4, "Normal Retirement Date" of an Executive
means the first day of the month coinciding with or next following the first of
the following events (a) his/her 65th birthday or (b) his/her 62nd birthday if
the Executive then would have completed 30 calendar years in each of which the
Executive had 1,000 Hours of Service.
5. Effect on Other Agreements. Nothing in this Plan shall limit the right
of an Executive to receive payments pursuant to any other agreement if such
payments are greater than the supplemental payments contemplated by Sections 2
and 3 of this Plan.
6. Vesting. If an Executive completes 10 years of employment with the
Company and its affiliates, but is removed from Exhibit A before payments begin
under the Retirement Plan, his/her name shall be added to Exhibit E together
with the date on which he/she was removed from Exhibit A and his/her length of
service as of that date, and the amount contemplated by Section 2 shall be paid
to the Executive when such payments begin, subject to forfeiture under Section
7. In that event, the amount payable shall be calculated with regard to
compensation, if any, from the Company and its affiliates after removal from
Exhibit A, but without regard to length of service after that date. If the
Executive fails so to complete 10 years of employment and is so removed, he/she
shall have no benefit under this Plan.
7. Forfeiture. The right of any Executive to a benefit under this Plan
shall be forfeited if the Executive is discharged for gross neglect of duty,
insubordination or serious misconduct. No Executive shall at any time either
during employment or, following his/her retirement, during the period in which
any payments are being made to him/her pursuant to this Plan carry on activities
which, in the opinion of the Company, are plainly detrimental in a material way
to the best interests of the Company or its affiliates. Upon making a
determination that the activities of any Executive are so detrimental, the
Company shall so inform the Executive by written notice. If the Executive shall
not cease and terminate such detrimental activities within 30-day period from
receipt of such written notice, the Company shall have no further obligations
under this Plan, and all payments to and rights and benefits of the
2
<PAGE>
Executive, any designated beneficiary or beneficiaries or any contingent
beneficiary hereunder shall immediately cease and terminate and be forfeited and
the Company shall have no further liability hereunder.
8. Unsecured Rights. The rights of each Executive, his/her designated
beneficiary or beneficiaries and any contingent beneficiary shall be solely
those of a general, unsecured creditor of the Company. The Company shall be
under no obligation to set aside or segregate any funds or resources of any kind
to meet any of its obligations hereunder, and no one shall have any rights on
account of this Plan in or to any of the specific funds or resources of the
Company.
9. Amendment; Revision of Exhibits A-E. Effective January 1, 1997, the
ERISA Committee of The New York Times Company ("NYT Co.") Board of Directors
(the "Board Committee"), except insofar as such authority has been delegated by
the Board Committee to the ERISA Management Committee, shall have the power at
any time or times to amend the Plan, acting at a meeting or by consent as
evidenced by a copy of the document amending the Plan executed by the Secretary
of NYT Co., but no amendment shall deprive any Executive of rights vested
pursuant to Section 6. In addition, Exhibits A-E may be replaced at any time by
new Exhibits A-E, changing one or more of the Executives listed thereon, their
pension multipliers or death benefit multipliers, signed and dated by either the
Chief Financial Officer of the Company or the Director of Compensation of the
Company. The most recently executed Exhibits A-E shall control.
IN WITNESS WHEREOF, Globe Newspaper Company, Inc., pursuant to action by
the ERISA Committee of The New York Times Company Board of Directors on December
16, 1998, has caused this restatement to be executed and delivered by its Clerk
as of December 31, 1998.
GLOBE NEWSPAPER COMPANY, INC.
By: /s/ Catherine E. C. Henn
--------------------------------
Catherine E. C. Henn, Clerk
3
EXHIBIT 10.18
<PAGE>
THE NEW YORK TIMES COMPANY
DEFERRED EXECUTIVE COMPENSATION PLAN
ARTICLE I
INTRODUCTION
1.1 Purpose Of Plan. The Employer has adopted the Plan set forth herein to
provide a means by which certain employees may elect to defer receipt of
designated percentages or amounts of their Compensation.
1.2 Status Of Plan. The Plan is intended to be "a plan which is unfunded
and is maintained by an employer primarily for the purpose of providing deferred
compensation for a select group of management or highly compensated employees"
within the meaning of Sections 201(2) and 301(a)(3) of the Employee Retirement
Income Security Act of 1974 ("ERISA"), and shall be interpreted and administered
to the extent possible in a manner consistent with that intent.
ARTICLE II
DEFINITIONS
Wherever used herein, the following terms have the meanings set forth
below, unless a different meaning is clearly required by the context:
2.1 Account means, for each Participant, the account established for his
or her benefit under Section 5.1. Such Account shall include both salary and
bonus deferrals.
2.2 Change Of Control means:
(a) any individual, partnership, corporation (including a business trust),
joint stock company, trust, unincorporated association, joint venture or other
entity, or a government or any political subdivision or agency thereof (a
"Person") (or two or more Persons acting in concert), other than any descendent
(or any spouse thereof) of Iphigene Ochs Sulzberger (a "Family Member") or a
beneficiary or trustee (as the same may change from time to time) of a trust
over 50% of the individual beneficiaries of which are Family Members, acquiring
the power to elect a majority of the directors of The New York Times Company
(the "Company") in a transaction or series of transactions not approved in
advance by a vote of at least three quarters of the Continuing Directors (as
defined below); or
(b) individuals who, as of the date hereof, constitute the Board of
Directors of the Company (as of the date hereof the "Continuing Directors")
ceasing for any reason to constitute at least a majority of the Board of
Directors, provided that any person becoming a director subsequent to the date
hereof whose election, or a nomination for election by the Company's
shareholders, was approved in advance by a vote of at least three quarters of
the Continuing Directors (other than a nomination of an individual whose initial
assumption of office is in connection with an actual or threatened solicitation
with respect to the election or removal of the directors of the Company, as such
terms are used in Rule 14a-11 of the Regulation 14A promulgated under the
Exchange Act) shall be, for purposes of this Agreement, considered as though
such person were a Continuing Director; or
(c) approval by the stockholders of the Company of a reorganization,
merger, consolidation, liquidation or dissolution of the Company or of the sale
(in one transaction or a series of related transactions) of all or substantially
all of the assets of the Company other than a reorganization, merger,
consolidation, liquidation, dissolution or sale approved in advance by three
quarters of the Continuing Directors.
2.3 Code means the Internal Revenue Code of 1986, as amended from time to
time. Reference to any section or subsection of the Code includes reference to
any comparable or succeeding provisions of any legislation which amends,
supplements or replaces such section or subsection.
2.4 Compensation means the annual bonus and the base salary of a
Participant. The ERISA Board Committee, in its sole discretion, shall designate
from time to time the maximum percentage of base salary and bonus that can be
deferred under the Plan. Such designation shall be listed in Appendix A. For
purposes of the Plan, Compensation shall be determined before giving effect to
Elective Deferrals and other salary reduction amounts which are not included in
the Participant's gross income under Code Sections 125, 401(k), 402(h) or
403(b).
2.5 Effective Date means July 1, 1994.
1
<PAGE>
2.6 Election Form means the participation election form as approved and
prescribed by the Plan Administrator.
2.7 Elective Deferral means the portion of Compensation which is deferred
by a Participant under Article IV.
2.8 Eligible Employee means, on the Effective Date or on any date
thereafter, each employee of the Employer who is in the class of employees
eligible to receive options under The New York Times Company 1991 Executive
Stock Incentive Plan, whose eligibility for such options is not dependent on the
achievement of specific performance measures and actually receives such options
in the year prior to the year for which such employee defers any Compensation
under the Plan, and who is not eligible to participate in any other
non-qualified deferred compensation plan sponsored by the Employer and/or its
subsidiaries and affiliates while deferring Compensation under this Plan.
2.9 Employer means The New York Times Company, any successor to all or a
major portion of the Employer's assets or business which assumes the obligations
of the Employer, and each other entity that is affiliated with the Employer
whose employees, with the consent of the Company, are eligible, as provided
under Section 2.8, to participate in the Plan.
2.10 ERISA means the Employee Retirement Income Security Act of 1974, as
amended from time to time. Reference to any section or subsection of ERISA
includes reference to any comparable or succeeding provisions of any legislation
which amends, supplements or replaces such section or subsection.
2.11 ERISA Board Committee means a committee of the Board of Directors of
The New York Times Company.
2.12 ERISA Management Committee means a committee appointed by the ERISA
Board Committee.
2.13 Insolvency means either (i) the Company is unable to pay its debts as
they become due, or (ii) the Company is subject to a pending proceeding as a
debtor under the United States Bankruptcy Code.
2.14 Participant means any Eligible Employee who participates in the Plan
in accordance with Article III.
2.15 Plan means The New York Times Company Deferred Executive Compensation
Plan and all amendments thereto.
2.16 Plan Administrator means the person, persons or entity designated by
the Employer under Article VIII to oversee the administration of the Plan. If no
such person or entity is so serving at any time, the Employer shall be the Plan
Administrator.
2.17 Plan Year means the 12-month period beginning on January 1 and ending
on December 31 of each year, except for the first plan year which begins on July
1, 1994, and ends on December 31, 1994.
2.18 Recordkeeper means the person(s) or entity appointed or hired by the
ERISA Management Committee under Section 8.1.
2.19 Total And Permanent Disability means the inability of a Participant
to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to result in
death or which has lasted or can be expected to last for a continuous period of
not less than 12 months, and the permanence and degree of which shall be
supported by medical evidence satisfactory to the Plan Administrator.
2.20 Trust means the trust established by the Employer that identifies the
Plan as a plan with respect to which assets are to be held by the Trustee. Plan
assets in the trust are subject to the general creditors of The New York Times
Company in the event of bankruptcy or Insolvency.
2.21 Trustee means the trustee or trustees under the Trust.
2.22 Valuation Option means the performance of the investment funds listed
in Appendix B of the Plan.
ARTICLE III
PARTICIPATION
3.1 Commencement Of Participation. Any Eligible Employee who elects to
defer part of his or her Compensation in accordance with Article IV shall become
a Participant in the Plan as of the date such deferrals commence in accordance
with such Article.
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3.2 Continued Participation. A Participant in the Plan shall continue to
be a Participant so long as any amount remains credited to his or her Account.
However, future deferrals under the Plan may be made only if such Participant
continues to be an Eligible Employee under the Plan.
ARTICLE IV
ELECTIVE DEFERRALS
4.1 Elective Deferrals. An individual who is an Eligible Employee on the
Effective Date may, by completing an Election Form and filing it with the Plan
Administrator by the end of the first month following the Effective Date, elect
to defer the receipt of a portion of one or more payments of Compensation for a
period of at least three Plan Years and on such terms as the ERISA Management
Committee may permit. Thereafter, any Eligible Employee may elect to defer the
receipt of a percentage or dollar amount of one or more payments of Compensation
for a period of a least three Plan Years and on such terms as the ERISA
Management Committee may permit, commencing with Compensation paid in the next
succeeding Plan Year, by completing an Election Form during the annual
enrollment period for the Plan as determined by the Plan Administrator.
Effective January 1, 1999, with respect to Elective Deferrals made for the
Plan Year 1999 and thereafter, deferrals will mature at the end of a three-year
cycle. An individual who is an Eligible Employee may elect to defer the receipt
of a portion of one or more payments of Compensation during the first year of
the deferral cycle for a period of three Plan Years and on such terms as the
ERISA Management Committee may permit; an individual who is an Eligible Employee
may elect to defer the receipt of a portion of one or more payments of
Compensation during the second year of the deferral cycle for a period of two
Plan Years and on such terms as the ERISA Management Committee may permit; and
an individual who is an Eligible Employee may elect to defer the receipt of a
portion of one or more payments of Compensation during the last year of a
deferral cycle for a period of one Plan Year and on such terms as the ERISA
Management Committee may permit. All deferrals made during a three-year cycle
will mature at the end of the third Plan Year in that cycle. A new three-year
cycle will commence after the expiration of each three-year cycle.
No Participant may defer more than the portion of his or her Compensation
designated by the ERISA Management Committee in Appendix A. A Participant's
Compensation shall be reduced in accordance with the Participant's election
hereunder and amounts deferred hereunder shall be paid by the Employer to the
Trust as soon as administratively feasible and credited to the Participant's
Account as of the date the amounts are received by the Trustee.
4.2 Investment Election. An individual who is an Eligible Employee and
elects to defer Compensation under this Plan shall elect to have his or her
Account valued based on the Valuation Option represented by the performance of
one or more of the investment funds listed in Appendix B of the Plan. Such
Appendix B may be amended at any time by an action of the ERISA Management
Committee. If a Participant does not elect a Valuation Option for his or her
Account, the Account shall be valued based on the Valuation Option represented
by the performance of Fund A. A participant may change his or her selection of
Valuation Options on any date.
ARTICLE V
ACCOUNTS
5.1 Accounts. The Plan Administrator and/or the Recordkeeper shall
establish an Account for each Participant reflecting his or her Elective
Deferrals made for the Participant's benefit together with any adjustments for
income, gain or loss and any payments from the Account. The Plan Administrator
and/or the Recordkeeper shall establish sub-accounts for each Participant that
has more than one election in effect under Section 7.1 and such other
sub-accounts as are necessary for the proper administration of the Plan. As of
the last business day of each calendar quarter, the Plan Administrator shall
provide, or cause to be provided, the Participant with a statement of his or her
Account reflecting the income, gains and losses (realized and unrealized),
amounts of deferrals, fund transfers and distributions of such Account since the
prior statement.
5.2 Investments. The assets of the Trust shall be invested in such
investments as the Trustee shall determine. The Trustee may (but is not required
to) consider the Employer's or a Participant's investment preferences when
investing the assets attributable to a Participant's Account.
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ARTICLE VI
VESTING
6.1 Vesting. A Participant shall be immediately vested in, i.e., shall
have a nonforfeitable right to, all Elective Deferrals, and all income and gain
attributable thereto, credited to his or her Account.
ARTICLE VII
PAYMENTS
7.1 Election As To Form Of Payment. Payments to Participants shall be made
in annual installments over a period of 10 years commencing between January 2
and March 15 immediately following the end of each deferral period. The amount
of each installment payment will equal the balance of a Participant's Account
immediately prior to the installment payment divided by the number of
installment payments remaining to be made.
The above notwithstanding, a Participant may elect in writing to receive
the value of his or her Account in one lump sum, in annual installments over a
period of five years, or in annual installments over a period of fifteen years,
so long as such election is made at least 13 months prior to the end of the
deferral period. Additionally, effective January 1, 1999, a Participant may
elect in writing to receive the value of his or her Account in a partial lump
sum where the Participant may choose the percent of an expiring deferral to be
paid in a lump sum with the balance in annual installments over the remainder of
the 5, 10 or 15 year-installment period; provided, however, that such election
is made at least 13 months prior to the end of the deferral period.
Effective January 1, 1999, for (i) Elective Deferrals made for Plan Year
1999 and thereafter, and (ii) for Elective Deferrals made prior to January 1,
1999 which are subject to a Participant's election after January 1, 1999 to
renew the deferral, a Participant's election as to the form of payment as set
forth in this Section 7.1 shall apply to the Participant's entire Account. If
the Participant begins to receive distributions of his or her Account pursuant
to this Section 7.l, a subsequent election to defer additional Compensation
shall be subject to a new election under this Section 7.1 and shall not affect
the payment stream established by the prior distribution election.
7.2 Extension Of Deferral Periods. A Participant may make an election in
writing to extend any deferral period for three to ten additional Plan Years so
long as such Participant makes an election therefor at least 13 months prior to
the expiration of the deferral period.
Effective January 1, 1999, elections to extend a deferral period must be
made for a three-year cycle. A new three-year cycle will commence at the end of
every third Plan Year. An election to extend a deferral period must be made by
the Participant in writing at least 13 months prior to the end of a deferral
period. If a deferral period will expire during the course of a three-year
cycle, the Participant's election is limited to an election to extend the
deferral period until the end of such three-year cycle. A Participant may elect
to renew deferral periods for additional three-year cycles an unlimited number
of times.
Effective January 1, 1999, terminated Participants will not be permitted
to renew their deferral elections. Payments to terminated Participants will
begin at the expiration of their current deferral period in accordance with the
method selected under Section 7.1 (unless the Participant retired under a
Company pension plan, or had attained age 55 and completed at least ten years of
service as of his or her date of termination, in which case additional elections
to defer are permitted).
7.3 Change Of Control. As soon as possible following a Change Of Control
of the Employer, each Participant shall be paid his or her entire Account
balance in a single lump sum.
7.4 Termination Of Employment Or Disability. Upon termination of a
Participant's employment for any reason other than death, the Participant's
Account shall be paid to the Participant in the form of payment in effect at the
time the Total and Permanent Disability or termination of employment occurs and
after the expiration of the deferral period. The above notwithstanding, the Plan
Administrator, in its sole discretion, may: (a) pay out a Participant's Account
balance in one lump sum at any time prior to the expiration of each deferral
period; (b) accelerate the beginning of payments of deferrals to any time prior
to the expiration of a deferral period; and (c) revoke the deferral elections of
a Participant for the year of the termination of his/her employment.
7.5 Death. If a Participant dies prior to the complete distribution of his
or her Account, the balance of the Account shall be paid as soon as practicable
to the Participant's designated beneficiary or beneficiaries, in the form
elected by the Participant at the time of his or her death, provided, however,
that the ERISA Management
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Committee and/or the Plan Administrator may, in their sole discretion, pay out
the balance of such Participant's Account in one lump sum.
Any designation of beneficiary shall be made by the Participant on a
Beneficiary Designation Form filed with the Plan Administrator and may be
changed by the Participant at any time by filing another Beneficiary Designation
Form containing the revised instructions. If no beneficiary is designated or no
designated beneficiary survives the Participant, payment shall be made to the
Participant's surviving spouse or, if none, to his/her issue per stirpes, in a
single payment. If no spouse or issue survives the Participant, payment shall be
made in a single lump sum to the Participant's estate. The most recent
Beneficiary Designation Form executed by the Participant prior to his/her death
shall apply to all Election Deferrals credited to the Participant's Account at
the date of his/her death.
7.6 Taxes. All federal, state or local taxes that the Plan Administrator
determines are required to be withheld from any payments made pursuant to this
Article VII shall be withheld.
ARTICLE VIII
PLAN ADMINISTRATION
8.1 Plan Administration And Interpretation. The ERISA Management Committee
(the "Committee") shall oversee the administration of the Plan, shall serve as
the agent of the Company with respect to the trust, and shall appoint a Plan
Administrator and/or Recordkeeper for the day-to-day operations of the Plan.
Such Plan Administrator and/or Recordkeeper shall be listed in Appendix C to
this Plan. The Committee shall have complete control and authority to determine
the rights and benefits under all claims, demands and actions arising out of the
provisions of the Plan of any Participant, beneficiary, deceased Participant, or
other person having or claiming to have any interest under the Plan. The
Committee shall have complete discretion to interpret the Plan and to decide all
matters under the Plan. Such interpretation and decision shall be final,
conclusive and binding on all Participants and any person claiming under or
through any Participant. Any individual(s) serving on the Committee who is a
Participant will not vote or act on any matter relating solely to himself or
herself.
8.2 Committee Powers, Duties, Procedures, Etc. The Committee shall have
such powers and duties, may adopt such rules and regulations, may act in
accordance with such procedures, may appoint such agents, may delegate such
powers and duties, may receive such reimbursements and compensation, and shall
follow such claims and appeal procedures with respect to the Plan as it may
establish.
8.3 Plan Administrator's Duties. The Plan Administrator shall be
responsible for the day-to-day operations of the Plan. His or her duties shall
include, but not be limited to, the following:
(a) Keeping track of employees eligible to participate in the Plan
and the date each employee becomes eligible to participate.
(b) Maintaining, or causing to be maintained by the Recordkeeper,
Participants' Accounts, including all sub-accounts required for different
contribution types and payment elections made by Participants under the
Plan and any other relevant information.
(c) Transmitting, or causing to be transmitted by the Recordkeeper,
various communications to Participants and obtaining information from
Participants such as changes in investment selections.
(d) Filing reports required by various governmental agencies. When
making a determination or calculation, the Plan Administrator and the
Recordkeeper shall be entitled to rely on information furnished by a
Participant, a beneficiary, the Employer or the Trustee. The Plan
Administrator shall have the responsibility for complying with any
reporting and disclosure requirements of ERISA.
8.4 Information. To enable the Plan Administrator and/or Recordkeeper to
perform their functions, the Employer shall supply full and timely information
to the Plan Administrator and/or Recordkeeper on all matters relating to the
compensation of Participants, their employment, retirement, death, termination
of employment, and such other pertinent facts as the Plan Administrator and/or
Recordkeeper may require.
8.5 Indemnification Of Committee And Plan Administrator. The Employer
agrees to indemnify and to defend to the fullest extent permitted by law any
officer(s) or employee(s) who serve on the Committee or as Plan Administrator
(including any such individual who formerly served on the Committee or as Plan
Administrator) against all liabilities, damages, costs and expenses (including
attorneys' fees and amounts paid in settlement of any
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claims approved by the Employer) occasioned by any act or omission to act in
connection with the Plan, if such act or omission is in good faith.
ARTICLE IX
AMENDMENT AND TERMINATION
9.1 Amendments. The Employer shall have the right to amend the Plan from
time to time, subject to Section 9.3, by an action of the ERISA Board Committee.
However, the preceding notwithstanding, the ERISA Management Committee shall
have the power to amend at any time the payment provisions under Article VII of
the Plan.
9.2 Termination Of Plan. This Plan is strictly a voluntary undertaking on
the part of the Employer and shall not be deemed to constitute a contract
between the Employer and any Eligible Employee (or any other employee) or a
consideration for, or an inducement or condition of employment for, the
performance of the services by any Eligible Employee (or other employee). The
Employer reserves the right to terminate the Plan at any time, subject to
Section 9.3, by an action of the ERISA Board Committee. Upon termination, the
Employer may (a) elect to continue to maintain the Trust to pay benefits
hereunder as they become due as if the Plan had not terminated or (b) direct the
Trustee to pay promptly to Participants (or their beneficiaries) the vested
balance of their Accounts.
9.3 Existing Rights. No amendment or termination of the Plan shall
adversely affect the rights of any Participant with respect to amounts that have
been credited to his or her Account prior to the date of such amendment or
termination.
ARTICLE X
MISCELLANEOUS
10.1 No Funding. The Plan constitutes a mere promise by the Employer to
make payments in accordance with the terms of the Plan and Participants and
beneficiaries shall have the status of general unsecured creditors of the
Employer. Nothing in the Plan will be construed to give any employee or any
other person rights to any specific assets of the Employer or of any other
person. In all events, it is the intent of the Employer that the Plan be treated
as unfunded for tax purposes and for purposes of Title I of ERISA.
10.2 Non-Assignability. None of the benefits, payments, proceeds or claims
of any Participant or beneficiary shall be subject to any claim of any creditor
of any Participant or beneficiary and, in particular, the same shall not be
subject to attachment or garnishment or other legal process by any creditor of
such Participant or beneficiary, nor shall any Participant or beneficiary have
any right to alienate, anticipate, commute, pledge, encumber or assign any of
the benefits or payments or proceeds which he or she may expect to receive,
contingently or otherwise, under the Plan.
10.3 Limitation Of Participants' Rights. Nothing contained in the Plan
shall confer upon any person a right to be employed or to continue in the employ
of the Employer, or interfere in any way with the right of the Employer to
terminate the employment of a Participant in the Plan at any time, with or
without cause.
10.4 Participants Bound. Any action with respect to the Plan taken by the
Plan Administrator or the Employer or the Trustee or any action authorized by or
taken at the direction of the Plan Administrator, the Employer or the Trustee
shall be conclusive upon all Participants and beneficiaries entitled to benefits
under the Plan.
10.5 Receipt And Release. Any payment to any Participant or beneficiary in
accordance with the provisions of the Plan shall, to the extent thereof, be in
full satisfaction of all claims against the Employer, the Plan Administrator and
the Trustee under the Plan, and the Plan Administrator may require such
Participant or beneficiary, as a condition precedent to such payment, to execute
a receipt and release to such effect. If any Participant or beneficiary is
determined by the Plan Administrator to be incompetent by reason of physical or
mental disability (including minority) to give a valid receipt and release, the
Plan Administrator may cause the payment or payments becoming due to such person
to be made to another person for his or her benefit without responsibility on
the part of the Plan Administrator, the Employer or the Trustee to follow the
application of such funds.
10.6 Governing Law. The Plan shall be construed, administered, and
governed in all respects under and by the laws of the State of New York. If any
provision shall be held by a court of competent jurisdiction to be invalid or
unenforceable, the remaining provisions hereof shall continue to be fully
effective.
10.7 Headings And Subheadings. Heading and subheadings in this Plan are
inserted for convenience only and are not to be considered in the construction
of the provisions hereof.
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APPENDIX A
LIMIT ON ELECTIVE DEFERRALS
For the 1994 and 1995 Plan Years, a Participant may defer up to 100% of
his/her annual bonus and no portion of his/her salary.
For the 1996 Plan Year and until changed by the Committee, a Participant
may defer up to 100% of his/her annual bonus and up to 33% of his/her base
salary.
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APPENDIX B
VALUATION OPTIONS
For 1994 and until changed by the ERISA Management Committee, each
Participant may elect to value his or her account based on the performance of
one or more of the following funds:
1. Fund A: AIM Limited Maturity Treasury
2. Fund B: AIM Aggressive Growth
3. Fund C: AIM Value
4. Fund D: Merrill Lynch Federal Securities
5. Fund E: Merrill Lynch Capital
6. Fund F: Templeton Foreign
7. Fund G: Merrill Lynch Global Allocation
For 1999 and until changed by the ERISA Management Committee, each
Participant may elect to value his or her account based on the performance of
one or more of the following funds:
1. Fund A: Vanguard Short Term Federal Fund
2. Fund B: Vanguard Total Bond Market Index Fund
3. Fund C: Vanguard Asset Allocation Fund
4. Fund D: Vanguard Growth and Income Fund
5. Fund E: Frank Russell Equity I Fund
6. Fund F: Frank Russell Equity II Fund
7. Fund G: AIM Aggressive Growth Fund
8. Fund H: Putnam International Growth Fund
9. Fund I: Putnam Asset Allocation Fund - Balanced Portfolio
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APPENDIX C
PLAN ADMINISTRATOR AND RECORD KEEPER
1.1 Plan Administrator
For the Plan Year 1995, and until removed, the Plan Administrator shall be
Phil Ryan. For the Plan Year 1997, and until removed, the Plan Administrator
shall be Diane Zubalsky.
1.2 Recordkeeper
For the Plan Year 1994, and until removed, the Recordkeeper shall be
Actuarial Information Management Systems. From June 1, 1996, and thereafter
until removed, the Recordkeeper shall be Merrill Lynch.
Effective December 28, 1998, and until removed by the ERISA Management
Committee, the Recordkeeper shall be The Vanguard Group.
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EXHIBIT 10.19
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THE NEW YORK TIMES
DESIGNATED EMPLOYEES DEFERRED EARNINGS PLAN
ARTICLE I
INTRODUCTION
1.1 Purpose of Plan. The Employer has adopted the Plan set forth herein to
provide a means by which a select group of designated employees may elect to
defer receipt of designated percentages or amounts of their Compensation.
1.2 Status of Plan. The Plan is intended to be "a plan which is unfunded
and is maintained by an employer primarily for the purpose of providing deferred
compensation for a select group of management or highly compensated employees"
within the meaning of Section 201(2) and 301(a)(3) of the Employee Retirement
Income Security Act of 1974 ("ERISA"), and shall be interpreted and administered
to the extent possible in a manner consistent with that intent.
ARTICLE II
DEFINITIONS
Wherever used herein, the following terms have the meanings set forth
below, unless a different meaning is clearly required by the context:
2.1 Account means, for each Participant, the account established for his
or her benefit under Section 5.1. Such account shall include both salary and
bonus deferrals.
2.2 Change of Control means
(a) any individual, partnership, corporation (including a business trust),
joint stock company, trust, unincorporated association, joint venture or other
entity, or a government or any political subdivision or agency thereof (a
"Person") (or two or more Persons acting in concert), other than any descendent
(or any spouse thereof) of Iphigene Ochs Sulzberger (a "Family Member") or a
beneficiary or trustee (as the same may change from time to time) of a trust
over 50% of the individual beneficiaries of which are Family Members, acquiring
the power to elect a majority of the directors of The New York Times Company
(the "Company") in a transaction or series of transactions not approved in
advance by a vote of at least three quarters of the Continuing Directors (as
defined below); or
(b) individuals who, as of the date hereof, constitute the Board of
Directors of the Company (as of the date hereof the "Continuing Directors")
ceasing for any reason to constitute at least a majority of the Board, provided
that any person becoming a director subsequent to the date hereof whose
elections, or a for election by the Company's shareholders, was approved in
advance by a vote of at least three quarters of the Continuing Directors (other
than a nomination of an individual whose initial assumption of office is in
connection with an actual or threatened solicitation with respect to the
election or removal of the directors of the Company, as such terms are used in
Rule 14a-11 of the Regulation 14A promulgated under the Exchange Act) shall be,
for purposes of this Agreement, considered as though such person were a
Continuing Director; or
(c) approval by the stockholders of the Company of a reorganization,
merger, consolidation, liquidation or dissolution of the Company or of the sale
(in one transaction or a series of related transactions) of all or substantially
all of the assets of the Company other than a reorganization, merger,
consolidation, liquidation, dissolution or sale approved in advance by three
quarters of the Continuing Directors.
2.3 Code means the Internal Revenue Code of 1986, as amended from time to
time. Reference to any section or subsection of the Code includes reference to
any comparable or succeeding provisions of any legislation which amends,
supplements or replaces such section or subsection.
2.4 Compensation means the advertising and circulation sales incentive
plan, the Management By Objective annual bonus and a Participant's base salary.
The ERISA Management Committee, in its sole discretion, shall designate from
time to time the percentage of base salary and bonus that can be deferred under
the Plan. Such designation shall be listed in Appendix A. For purposes of the
Plan, Compensation shall be determined before
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giving effect to Elective Deferrals and other salary reduction amounts which are
not included in the Participant's gross income under Code Sections 125, 401(k),
402(h) or 403 (b).
2.5 Effective Date means January 1, 1998.
2.6 Election Form means the participation election form as approved and
prescribed by the Plan Administrator.
2.7 Elective Deferral means the portion of Compensation which is deferred
by a Participant under Article IV.
2.8 Eligible Employee means, on the Effective Date or on any date
thereafter, each employee of The New York Times, a division of the Employer, who
is eligible to receive, based on specific performance measures, stock options
under The New York Times Company 1991 Executive Stock Incentive Plan, and who is
not eligible to contribute to any other non-qualified deferred compensation plan
sponsored by the Employer and/or its subsidiaries and affiliates. As of January
1, 1999, or on any date thereafter, Eligible Employee means each employee of The
New York Times, a division of the Employer, who is eligible to receive, based on
specific performance measures, stock options under The New York Times Company
1991 Executive Stock Incentive Plan, whose total earnings for the year prior to
a deferral under this Plan are at least $100,000, and who is not eligible to
contribute to any other non-qualified deferred compensation plan sponsored by
the Employer and/or its subsidiaries and affiliates.
2.9 Employer means The New York Times Company, any successor to all or a
major portion of the Employer's assets or business which assumes the obligations
of the Employer.
2.10 ERISA means the Employee Retirement Income Security Act of 1974, as
amended from time to time. Reference to any section or subsection of ERISA
includes reference to any comparable or succeeding provisions of any legislation
which amends, supplements or replaces such section or subsection.
2.11 ERISA Board Committee means a committee of the Board of Directors of
The New York Times Company.
2.12 ERISA Management Committee means a committee appointed by the ERISA
Board Committee.
2.13 Insolvency means either (i) the Employer is unable to pay its debts
as they become due, or (ii) the Employer is subject to a pending proceeding as a
debtor under the United States Bankruptcy Code.
2.14 Participant means any Eligible Employee who participates in the Plan
in accordance with Article III.
2.15 Plan means The New York Times Designated Employees Deferred Earnings
Plan and all amendments thereto.
2.16 Plan Administrator means the person, persons or entity designated by
the ERISA Management Committee under Article VIII for the day-to-day
administration of the Plan. If no such person or entity is so serving at any
time, the Employer shall be the Plan Administrator.
2.17 Plan Year means the 12-month period beginning on January 1 and ending
on December 31 of each year.
2.18 Recordkeeper means the person(s) or entity appointed or hired by the
ERISA Management Committee under Section 8.1.
2.19 Retiree means a Participant who retires under The New York Times
Companies Pension Plan.
2.20 Total and Permanent Disability means the inability of a Participant
to engage in substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to result in
death or which has lasted or can be expected to last for a continuous period of
not less than 12 months, and the permanence and degree of which shall be
supported by medical evidence satisfactory to the Plan Administrator.
2.21 Trust means the trust established by the Employer that identifies the
Plan as a plan with respect to which assets are to be held by the Trustee. The
assets of the Trust shall be subject to claims of general creditors of The New
York Times Company in the event of its bankruptcy or Insolvency.
2.22 Trustee means the trustee or trustees under the Trust.
2.23 Valuation Option means the performance of the investment funds listed
in Appendix B of the Plan.
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ARTICLE III
PARTICIPATION
3.1 Commencement of Participation. Any Eligible Employee who elects to
defer part of his or her Compensation in accordance with Article IV shall become
a Participant in the Plan as of the date such deferrals commence in accordance
with such Article.
3.2 Continued Participation. A Participant in the Plan shall continue to
be a Participant so long as any amount remains credited to his or her Account.
However, future deferrals under the Plan may be made only if such Participant
continues to be an Eligible Employee under the Plan.
ARTICLE IV
ELECTIVE DEFERRALS
4.1 Elective Deferrals. Any Eligible Employee may elect to defer the
receipt of a portion of one or more payments of Compensation for a period of at
least three Plan Years and no more than five Plan Years and on such terms as the
ERISA Management Committee may permit, commencing with Compensation paid in the
next succeeding Plan Year by completing an Election Form during the annual
enrollment period for the Plan as determined by the Plan Administrator.
Effective January 1, 1999, with respect to Elective Deferrals made for the
Plan Year 1999 and thereafter, deferrals will mature at the end of a three-year
cycle. An individual who is an Eligible Employee may elect to defer the receipt
of a portion of one or more payments of Compensation during the first year of
the deferral cycle for a period of three Plan Years and on such terms as the
ERISA Management Committee may permit; an individual who is an Eligible Employee
may elect to defer the receipt of a portion of one or more payments of
Compensation during the second year of the deferral cycle for a period of two
Plan Years and on such terms as the ERISA Management Committee may permit; and
an individual who is an Eligible Employee may elect to defer the receipt of a
portion of one or more payments of Compensation during the last year of a
deferral cycle for period of one Plan Year and on such terms as the ERISA
Management Committee may permit. All deferrals made during a three-year cycle
will mature at the end of the third Plan Year in that cycle. A new three-year
cycle will commence after the expiration of each three-year cycle.
No Participant may defer more than the portion of his or her Compensation
designated by the ERISA Management Committee in Appendix A. A Participant's
Compensation shall be reduced in accordance with the Participant's election
hereunder and amounts deferred hereunder shall be paid by the Employer to the
Trust as soon as administratively feasible and credited to the Participant's
Account as of the date the amounts are received by the Trustee.
4.2 Investment Election. An individual who is an Eligible Employee and
elects to defer Compensation under this Plan shall elect to have his or her
Account valued based on the Valuation Option represented by the performance of
one or more of the investment funds listed in Appendix B of the Plan. Such
Appendix B may be amended at any time by an action of the ERISA Management
Committee. If a Participant does not elect a Valuation Option for his or her
Account, his or her Account shall be valued based on the Valuation Option
represented by the performance of Fund A. A Participant may change his or her
selection of Valuation Options on any date.
ARTICLE V
ACCOUNTS
5.1 Accounts. The Plan Administrator and/or the Recordkeeper shall
establish an Account for each Participant reflecting his or her Elective
Deferrals made for the Participant's benefit together with any adjustments for
income, gain or loss and any payments from the Account. The Plan Administrator
and/or the Recordkeeper shall establish sub-accounts for each Participant that
has more than one election in effect under Section 7.1 and such other
sub-accounts as are necessary for the proper administration of the Plan. As of
the last business day of each calendar quarter, the Plan Administrator shall
provide, or cause to be provided, the Participant with a statement of his or her
Account reflecting the income, gains and losses (realized and unrealized),
amounts of deferrals, fund transfers and distribution of such Account since the
prior statement.
3
<PAGE>
5.2 Investments. The assets of the Trust shall be invested in such
investments as the Trustee shall determine. The Trustee may (but is not required
to) consider the Employer's or a Participant's investment preferences when
investing the assets attributable to a Participant's Account.
ARTICLE VI
VESTING
6.1 Vesting. A participant shall be immediately vested in, i.e., shall
have a nonforfeitable right to, all Elective Deferrals, and all income, gain and
loss attributable thereto, credited to his or her Account.
ARTICLE VII
PAYMENTS
7.1 Election as to Form of Payment. Payments to Participants shall be made
in annual installments over a period of 10 years commencing between January 2
and March 15 immediately following the end of the deferral period. The amount of
each installment payment will equal the balance of a Participant's Account
immediately prior to the installment payment divided by the number of
installment payments remaining to be made.
The above notwithstanding, a Participant may elect in writing to receive
the value of his or her Account in one lump sum, in annual installments over a
period of five years, or in annual installments over a period of fifteen years,
so long as such election is made at least 13 months prior to the end of the
deferral period. Additionally, effective January 1, 1999, a Participant may
elect in writing to receive the value of his or her Account in a partial lump
sum where the Participant may choose the percent of an expiring deferral to be
paid in a lump sum with the balance in annual installments over the remainder of
the 5 or 15 year-installment period; provided, however, that such election is
made at least 13 months prior to the end of the deferral period.
Effective January 1, 1999, for (i) Elective Deferrals made for Plan Year
1999 and thereafter, and (ii) for Elective Deferrals for Plan Years beginning
prior to January 1, 1999 which are subject to a Participant's election after
January 1, 1999 to renew the deferral, a Participant's election as to the form
of payment as set forth in this Section 7.1 shall apply to the Participant's
entire Account. If the Participant commences payment of his or her Account
pursuant to Section 7.l, a subsequent election to defer additional Compensation
shall be subject to a new election under this Section 7.1 and shall not affect
the payment stream established by a prior distribution election.
7.2 Extension of Deferral Periods. A Participant who is an active employee
or a Retiree, or who is on Total and Permanent Disability may make an election
in writing to extend any deferral period for at least five and no more than ten
additional Plan Years so long as such Participant makes an election therefor at
least 13 months prior to the expiration of the deferral period.
Effective January 1, 1999, elections to extend a deferral period must be
made for a three-year cycle. A new three-year cycle will commence at the end of
every third Plan Year. An election to extend a deferral period must be made by
the Participant in writing at least 13 months prior to the end of a deferral
period. If a deferral period will expire during the course of a three-year
cycle, the Participant's election is limited to an election to extend the
deferral period until the end of such three-year cycle. A Participant may elect
to renew deferral periods for additional three-year cycles an unlimited number
of times.
A Participant who is an active employee or a Retiree or who is on Total
and Permanent Disability may elect to renew deferral periods for additional
three-year cycles an unlimited number of times. Participants whose employment
with the Employer has been terminated may not extend his/her deferral periods
and shall begin to receive distributions in accordance with Section 7.4.
7.3 Change of Control. As soon as possible following a Change of Control
of the Employer, each Participant shall be paid his or her entire Account
balance in a single lump sum.
7.4 Termination of Employment or Disability. Upon termination of a
Participant's employment for any reason other than death, the Participant's
Account shall be paid to the Participant in the form of payment in effect at the
time the disability or termination of employment occurs and after the expiration
of the deferral period.
4
<PAGE>
7.5 Death. If a Participant dies prior to the complete distribution of his
or her Account, the balance of the Account shall be paid as soon as practicable
to the Participant's designated beneficiary or beneficiaries, in the form
elected by the Participant at the time of his or her death, provided, however,
that the ERISA Management Committee and/or the Plan Administrator may, in their
sole discretion, pay out the balance of such Participant's Account in one lump
sum.
Any designation of beneficiary shall be made by the Participant on a
Beneficiary Designation Form filed with the Plan Administrator and may be
changed by the Participant at any time by filing another Beneficiary Designation
Form containing the revised instructions. If no beneficiary is designated or no
designated beneficiary survives the Participant, payment shall be made to the
Participant's surviving spouse or, if none, to his/her issue per stirpes, in a
single payment. If no spouse or issue survives the Participant, payment shall be
made in a single lump sum to the Participant's estate. The most recent
Beneficiary Designation Form executed by the Participant prior to his/her death
shall apply to all Election Deferrals credited to the Participant's Account at
the date of his/her death.
7.6 Taxes. All federal, state or local taxes that the Plan Administrator
determines are required to be withheld from any payments made pursuant to this
Article VII shall be withheld prior to any distribution under this Plan.
ARTICLE VIII
PLAN ADMINISTRATION
8.1 Plan Administration and Interpretation. The ERISA Management Committee
shall oversee the administration of the Plan, shall serve as the agent of the
Company with respect to the trust, and shall appoint a Plan Administrator and/or
Recordkeeper for the day-to-day operations of the Plan. Such Plan Administrator
and/or Recordkeeper shall be listed in Appendix C to this Plan. The Committee
shall have complete control and authority to determine the rights and benefits
under all claims, demands and actions arising out of the provisions of the Plan
of any Participant, beneficiary, deceased Participant, or other person having or
claiming to have any interest under the Plan. The Committee shall have complete
discretion to interpret the Plan and to decide all matters under the Plan. Such
interpretation and decision shall be final, conclusive and binding on all
Participants and any person claiming under or through any Participant. Any
individual(s) serving on the Committee who is a Participant will not vote or act
on any matter relating solely to himself or herself.
8.2 Committee Powers, Duties, Procedures, etc. The Committee shall have
such powers and duties, may adopt such rules and regulations, may act in
accordance with such procedures, may appoint such agents, may delegate such
powers and duties, may receive such reimbursements and compensation, and shall
follow such claims and appeal procedures with respect to the Plan as it may
establish.
8.3 Plan Administrator's Duties. The Plan Administrator shall be
responsible for the day-to-day operations of the Plan. His or her duties shall
include, but not be limited to, the following:
(a) Keeping track of employees eligible to participate in the Plan
and the date each employee becomes eligible to participate.
(b) Maintaining, or causing to be maintained by the Recordkeeper,
Participants' Accounts, including all sub-accounts required for different
contribution types and payment elections made by Participants under the
Plan and any other relevant information.
(c) Transmitting, or causing to be transmitted by the Recordkeeper,
various communications to the Participants and obtaining information from
Participants such as changes in investment elections.
(d) Filing reports required by various governmental agencies. When
making a determination or calculation, the Plan Administrator and the
Recordkeeper shall be entitled to rely on information furnished by a
Participant, a beneficiary, the Employer or the Trustee. The Plan
Administrator shall be have the responsibility for complying with any
reporting and disclosure requirements of ERISA.
8.4 Information. To enable the Plan Administrator and/or Recordkeeper to
perform their functions, the Employer shall supply full and timely information
to the Plan Administrator and/or Recordkeeper on all matters relating to the
compensation of Participants, their employment, retirement, death, termination
of employment, and such other pertinent facts as the Plan Administrator and/or
Recordkeeper may require.
5
<PAGE>
8.5 Indemnification of Committee and Plan Administrator. The Employer
agrees to indemnify and to defend to the fullest extent permitted by law any
officer(s) or employee(s) who serve on the Committee or as Plan Administrator
(including any such individual who formerly served on the Committee or as Plan
Administrator) against all liabilities, damages, costs and expenses (including
attorneys' fees and amounts paid in settlement of any claims approved by the
Employer) occasioned by any act or omission to act in connection with the Plan,
if such act or omission is in good faith.
ARTICLE IX
AMENDMENT AND TERMINATION
9.1 Amendments. The Employer shall have the right to amend the Plan from
time to time, subject to Section 9.3, by an action of the ERISA Board Committee.
However, the preceding notwithstanding, the ERISA Management Committee shall
have the power to amend at any time the payment provisions under Article VII of
the Plan.
9.2 Termination of the Plan. This plan is strictly a voluntary undertaking
on the part of the Employer and shall not be deemed to constitute a contract
between the Employer and any Eligible Employee (or any other employee) or a
consideration for, or an inducement or condition of employment for, the
performance of the services by any Eligible Employee (or other employee). The
Employer reserves the right to terminate the Plan at any time, subject to
Section 9.3, by an action of the ERISA Board Committee. Upon termination, the
Employer may (a) elect to continue to maintain the Trust to pay benefits
hereunder as they become due as if the Plan had not terminated or (b) direct the
Trustee to pay promptly to Participants (or their beneficiaries) the vested
balance of their Accounts.
9.3 Existing Rights. No amendment, or termination of the Plan shall
adversely affect the rights of any Participant with respect to amounts that have
been credited to his or her Account prior to the date of such amendment or
termination.
ARTICLE X
MISCELLANEOUS
10.1 No Funding. The Plan constitutes a mere promise by the Employer to
make payments in accordance with the terms of the Plan and Participants and
beneficiaries shall have the status of general unsecured creditors of the
Employer. Nothing in the Plan will be construed to give any employee or any
other person rights to any specific assets of the Employer or of any other
person. In all events, it is the intent of the Employer that the Plan be treated
as unfunded for tax purposes and for purposes of Title I of ERISA.
10.2 Non-Assignability. None of the benefits, payments, proceeds or claims
of any Participant or beneficiary shall be subject to any claim of any creditor
of any Participant or beneficiary and, in particular, the same shall not be
subject to attachment or garnishment or other legal process by any creditor of
such Participant or beneficiary, nor shall any Participant or beneficiary have
any right to alienate, anticipate, commute, pledge, encumber or assign any of
the benefits or payments or proceeds which he or she may expect to receive,
contingently or otherwise, under the Plan.
10.3 Limitation of Participants' Rights. Nothing contained in the Plan
shall confer upon any person a right to be employed or to continue in the employ
of the Employer, or interfere in any way with the right of the Employer to
terminate the employment of a Participant in the Plan at any time, with or
without cause.
10.4 Participants Bound. Any action with respect to the Plan taken by the
Plan Administrator or the Employer or the Trustee or any action authorized by or
taken at the direction of the Plan Administrator, the Employer or the Trustee
shall be conclusive upon all Participants and beneficiaries entitled to benefits
under the Plan.
10.5 Receipt and Release. Any payment to any Participant or beneficiary in
accordance with the provisions of the Plan shall, to the extent thereof, be in
full satisfaction of all claims against the Employer, the Plan Administrator and
the Trustee under the Plan, and the Plan Administrator may require such
Participant or beneficiary, as a condition precedent to such payment, to execute
a receipt and release to such effect. If any Participant or beneficiary is
determined by the Plan Administrator to be incompetent by reason of physical or
mental disability (including minority) to give a valid receipt and release, the
Plan Administrator may cause the payment or payments becoming due to such person
to be made to another person for his or her benefit without responsibility on
the part of the Plan Administrator, the Employer or the Trustee to follow the
application of such funds.
6
<PAGE>
10.6 Governing Law. The Plan shall be construed, administered, and
governed in all respects under and by the laws of the State of New York
(regardless of any conflict of law provision). If any provision shall be held by
a court of competent jurisdiction to be invalid or unenforceable, the remaining
provisions hereof shall continue to be fully effective.
10.7 Headings and Subheadings. Headings and subheadings in the Plan are
inserted for convenience only and are not to be considered in the construction
of the provisions thereof.
7
<PAGE>
APPENDIX A
LIMIT ON ELECTIVE DEFERRALS
For the 1998 Plan Year and until changed by the Committee, a Participant
may defer up to 100% of his/her advertising and circulation sales incentive
plan, up to 100% of his/her Management By Objective annual bonus, and up to 35%
of his/her base salary.
8
<PAGE>
APPENDIX B
VALUATION OPTIONS
For 1998 and until changed by the ERISA Management Committee, each
Participant may elect to value his or her account based on the performance of
one or more of the following funds:
1. Fund A: AIM Limited Maturity Treasury
2. Fund B: AIM Aggressive Growth
3. Fund C: AIM Value
4. Fund F: Templeton Foreign
5. Fund E: Merrill Lynch Capital
6. Fund D: Merrill Lynch Federal Securities
7. Fund G: Merrill Lynch Global Allocation
For 1999 and until changed by the ERISA Management Committee, each
Participant may elect to value his or her account based on the performance of
one or more of the following funds:
1. Fund A: Vanguard Short-Term Federal Fund
2. Fund B: Vanguard Total Bond Market Index Fund
3. Fund C: Vanguard Asset Allocation Fund
4. Fund D: Vanguard Growth And Income Fund
5. Fund E: Frank Russell Equity I Fund
6. Fund F: Frank Russell Equity II Fund
7. Fund G: AIM Aggressive Growth Fund
8. Fund H: Putnam International Growth Fund
9. Fund I: Putnam Asset Allocation Fund - Balanced Portfolio
9
<PAGE>
APPENDIX C
PLAN ADMINISTRATOR AND RECORDKEEPER
1.1 Plan Administrator
For the Plan Year 1998, and until removed by the ERISA Management
Committee, the Plan Administrator shall be Diane Zubalsky.
1.2 Recordkeeper
For the Plan Year 1998, and until removed by the ERISA Management
Committee, the Recordkeeper shall be Merrill Lynch.
Effective December 28, 1998, and until removed by the ERISA Management
Committee, the Recordkeeper shall be The Vanguard Group.
10
EXHIBIT 12
THE NEW YORK TIMES COMPANY
Ratio of Earnings to Fixed Charges
(Unaudited)
<TABLE>
<CAPTION>
Years Ended
---------------------------------------------------------------------
December 27, December 28, December 29, December 31, December 31,
(In thousands, except ratio) 1998 1997 1996 1995 1994
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Earnings from continuing operations before
fixed charges
Income before income taxes, income from joint ventures and
an extraordinary item (1) (2) $ 484,506 $ 423,375 $ 179,686 $ 218,810 $ 383,610
Less net gain on dispositions of assets (12,619) (10,388) (32,836) (11,291) (200,873)
Distributed earnings from less than fifty percent owned
affiliates 18,192 14,982 16,957 7,980 8,224
Less pre-tax preferred stock dividends -- (129) (174) (163) (166)
- ---------------------------------------------------------------------------------------------------------------------------------
Adjusted pre-tax earnings from continuing operations 490,079 427,840 163,633 215,336 190,795
Fixed charges less capitalized interest 56,594 55,304 40,821 42,970 43,912
- ---------------------------------------------------------------------------------------------------------------------------------
Earnings from continuing operations before fixed charges $ 546,673 $ 483,144 $ 204,454 $ 258,306 $ 234,707
- ---------------------------------------------------------------------------------------------------------------------------------
Fixed charges
Interest expense, net of capitalized interest $ 46,927 $ 45,039 $ 30,759 $ 33,574 $ 34,880
Capitalized interest 173 5,394 19,574 15,177 4,943
Less pre-tax preferred stock dividends -- 129 174 163 166
Portion of rentals representative of interest factor 9,667 10,136 9,888 9,233 8,866
- ---------------------------------------------------------------------------------------------------------------------------------
Total fixed charges $ 56,767 $ 60,698 $ 60,395 $ 58,147 $ 48,855
- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
Ratio of earnings to fixed charges 9.63 7.96 3.39 4.44 4.80
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) 1998 excludes a $14 million pre-tax extraordinary item resulting from the
early extinguishment of certain long term debt (see Note 8 of the Notes to
the Consolidated Financial Statements).
(2) 1996 includes a $127 million pre-tax noncash accounting charge related to
SFAS No. 121, Accounting for Impairment of Long-Lived Assets and for
Long-Lived Assets To Be Disposed Of (see Note 4 of the Notes to the
Consolidated Financial Statements).
EXHIBIT 21
SUBSIDIARIES OF THE COMPANY(1),(2)
Jurisdiction of
Incorporation or
Name of Subsidiary Organization
- ----------------- --------------
NYT Capital, Inc............................................ Delaware
City & Suburban Delivery Systems, Inc................... Delaware
Comet-Press Newspapers, Inc............................. Delaware
Crossroads Holding Corporation.......................... New Jersey
Donohue Malbaie Inc. (49%).............................. Canada
Gainesville Sun Publishing Company...................... Florida
Globe Newspaper Company, Inc............................ Massachusetts
Boston Globe Electronic Publishing, Inc.............. Massachusetts
Boston Globe Investments, Inc........................ Massachusetts
Zakrzewska Ltd. Partnership (99%)................ Massachusetts
Community Newsdealers Inc............................ Massachusetts
Globe Specialty Products, Inc........................ Massachusetts
Retail Sales, Inc.................................... Massachusetts
Hendersonville Newspaper Corporation.................... North Carolina
Lakeland Ledger Publishing Corporation.................. Florida
NYT Holdings, Inc....................................... Delaware
NYTRNG, Inc............................................. Delaware
NYT Shared Service Center, Inc.......................... Delaware
Ocala Star-Banner Corporation........................... Florida
Sarasota Herald-Tribune Co. ............................ Florida
The Dispatch Publishing Company, Inc.................... North Carolina
The Houma Courier Newspaper Corporation................. Delaware
The Times Southwest Broadcasting, Inc................... Arkansas
The New York Times Company Magazine Group, Inc.......... Delaware
NYT Special Services, Inc............................ Delaware
The New York Times Distribution Corporation............. Delaware
The New York Times Electronic Media Company............. Delaware
The New York Times Sales, Inc........................... Delaware
The New York Times Syndication Sales Corporation........ Delaware
The Santa Rosa Press Democrat, Inc...................... Delaware
The Spartanburg Herald-Journal, Inc..................... Delaware
Times Leasing, Inc...................................... Delaware
Times On-Line Services, Inc............................. New Jersey
Wilmington Star-News, Inc............................... New York
WNEP-TV, Inc............................................ Pennsylvania
WREG-TV, Inc............................................ Delaware
Times West Coast Broadcasting, Inc................... Delaware
WREG-TV, LLC..................................... Delaware
WTKR-TV, Inc............................................ Delaware
The New York Times Company.................................. New York
International Herald Tribune S.A.S. (50%)............... France
London Bureau Limited................................... United Kingdom
Madison Paper Industries (partnership) (40%)............ Maine
NYT Administradora de Bens e Servicos Ltda.............. Brazil
NYT 1896T, Inc.......................................... Delaware
Rome Bureau S.r.l....................................... Italy
- --------
(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 AUDITOR'S CONSENT
The New York Times Company:
We consent to the incorporation by reference in Registration Statements
No. 333-43369, No. 333-43371, No. 333-37331, No. 333-09447, No. 2-91826,
33-31538, 33-43210, 33-43211, 33-50461, 33-50465, 33-50457, 33-50467, 33-50459
and 33-56219 on Form S-8 and in Registration Statements No. 333-64275, No.
333-62023, No. 333-53007 and No. 33-57403 on Form S-3 of our report dated
January 27, 1999, appearing in the Annual Report on Form 10-K of The New York
Times Company (the "Company") for the year ended December 27, 1998.
We also consent to the reference to us under the heading "Experts" in
Registration Statements No. 2-91826 and No. 33-31538 on Form S-8 and No.
333-64275, No. 333-62023, No. 333-53007 and No. 33-57403 on Form S-3.
/s/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
New York, New York
February 26, 1999
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> Dec-27-1998
<PERIOD-END> Dec-27-1998
<CASH> 35,991
<SECURITIES> 0
<RECEIVABLES> 366,297
<ALLOWANCES> 34,364
<INVENTORY> 32,287
<CURRENT-ASSETS> 521,976
<PP&E> 2,223,500
<DEPRECIATION> 897,304
<TOTAL-ASSETS> 3,465,109
<CURRENT-LIABILITIES> 627,800
<BONDS> 0
0
0
<COMMON> 18,661
<OTHER-SE> 1,512,809
<TOTAL-LIABILITY-AND-EQUITY> 3,465,109
<SALES> 0
<TOTAL-REVENUES> 2,936,705
<CGS> 0
<TOTAL-COSTS> 1,461,644
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 43,333
<INCOME-PRETAX> 505,520
<INCOME-TAX> 218,890
<INCOME-CONTINUING> 286,630
<DISCONTINUED> 0
<EXTRAORDINARY> 7,716
<CHANGES> 0
<NET-INCOME> 278,914
<EPS-PRIMARY> 1.48
<EPS-DILUTED> 1.45
</TABLE>
