-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, I40cw1ZXHZjqi6MsKCV8iEEyIFbMZ6ycCHM17VmEdQTSiuLMtbllJcmeSz0LwizA 8y77N3rwVmYQ7dEMclQ6RA== 0000950112-95-000622.txt : 19950614 0000950112-95-000622.hdr.sgml : 19950614 ACCESSION NUMBER: 0000950112-95-000622 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19941231 FILED AS OF DATE: 19950309 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEW YORK TIMES CO CENTRAL INDEX KEY: 0000071691 STANDARD INDUSTRIAL CLASSIFICATION: NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING [2711] IRS NUMBER: 131102020 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05837 FILM NUMBER: 95519442 BUSINESS ADDRESS: STREET 1: 229 W 43RD ST CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2125561234 MAIL ADDRESS: STREET 1: 229 W 43RD STREET CITY: NEW YORK STATE: NY ZIP: 10036 10-K 1 THE NEW YORK TIMES COMPANY - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 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 31, 1994 COMMISSION FILE NUMBER 1-5837 THE NEW YORK TIMES COMPANY (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) NEW YORK 13-1102020 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) 229 WEST 43D STREET, NEW YORK, N. Y. 10036 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (212) 556-1234 SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NAME OF EACH EXCHANGE ON TITLE OF EACH CLASS WHICH REGISTERED Class A Common Stock of $.10 par value American Stock Exchange SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: Not Applicable (TITLE OF CLASS) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. Yes. X. No. .... Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ( ) The aggregate market value of Class A Common Stock held by non-affiliates as of February 27, 1995, was approximately $1.46 billion. As of such date, non-affiliates held 54,094 shares of Class B Common Stock. There is no active market for such stock. The number of outstanding shares of each class of the registrant's common stock as of February 27, 1995, was as follows: 97,454,012 shares of Class A Common Stock and 430,178 shares of Class B Common Stock. DOCUMENT INCORPORATED BY REFERENCE PART Proxy Statement for the 1995 Annual Meeting of Stockholders ........... III - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- INDEX TO THE NEW YORK TIMES COMPANY 1994 FORM 10-K ------------------- PART I ITEM NO. PAGE 1. Business......................................................... 1 Introduction.................................................. 1 Summary of Segment Information.............................. 1 Newspapers.................................................... 2 The New York Times.......................................... 2 Circulation............................................... 2 Advertising............................................... 2 Production................................................ 3 The Boston Globe............................................ 4 Circulation............................................... 4 Advertising............................................... 5 Production................................................ 5 Regional Newspapers......................................... 6 International Herald Tribune................................ 6 Magazines..................................................... 7 Broadcasting/Information Services............................. 7 Broadcasting................................................ 7 Information Services........................................ 8 Forest Products Companies..................................... 8 Competition................................................... 9 Employees..................................................... 10 2. Properties....................................................... 10 3. Legal Proceedings................................................ 11 4. Submission of Matters to a Vote of Security Holders.............. 11 Executive Officers of the Registrant.......................... 11 PART II 5. Market for the Registrant's Common Equity and Related Stockholder Matters........................................................ 13 6. Selected Financial Data.......................................... 13 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.......................................... 13 8. Financial Statements and Supplementary Data...................... 13 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure........................................... 13 PART III 10. Directors and Executive Officers of the Registrant.............. 13 11. Executive Compensation.......................................... 13 12. Security Ownership of Certain Beneficial Owners and Management.. 13 13. Certain Relationships and Related Transactions.................. 13 PART IV 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K........................................................... 14 PART I ITEM 1. BUSINESS. INTRODUCTION The New York Times Company (the "Company") was incorporated on August 26, 1896, under the laws of the State of New York. The Company is engaged in diversified activities in the communications field. The Company also has substantial equity interests in a Canadian newsprint company and a Maine supercalendered paper manufacturing partnership. The Company currently classifies its businesses into the following segments: Newspapers: The New York Times ("The Times"); The Boston Globe, a daily newspaper, and the Boston Sunday Globe (both editions, "The Globe"); 23 other daily and five non-daily newspapers in Alabama, California, Florida, Kentucky, Louisiana, Maine, Mississippi, North Carolina, South Carolina and Tennessee ("Regional Newspapers"); newspaper wholesalers in the New York City and Boston metropolitan areas; and a one-half interest in the International Herald Tribune. Magazines: Golf Digest, Golf World, Golf Shop Operations, Tennis, Tennis Buyer's Guide, Cruising World, Sailing World, Sailing Business, Snow Country and Snow Country Business. Broadcasting/Information Services: television stations WREG-TV in Memphis, Tennessee, WNEP-TV in Wilkes-Barre/Scranton, Pennsylvania, WHNT-TV in Huntsville, Alabama, WQAD-TV in Moline, Illinois, and KFSM-TV in Fort Smith, Arkansas; radio stations WQXR (FM) and WQEW (AM) in New York City; NYT Video Productions; news, photo and graphics services and news and features syndication; TimesFax; The New York Times Index; and licensing of electronic data bases and microform, CD-ROM products and the trademarks and copyrights of The Times. SUMMARY OF SEGMENT INFORMATION In 1994 the Company's consolidated revenues increased to $2,357,563,000 from $2,019,654,000 in 1993, due principally to the inclusion of the revenues of The Globe for all of 1994, higher advertising and circulation revenues in the Newspaper Group and increased local and national television advertising revenues in the Broadcasting/Information Services Group offset, in part, by decreased revenues resulting from the sales of the Company's Women's Magazines Division and its U.K. golf publications. The Company's net income in 1994 was $213,349,000, or $2.05 per share, compared with $6,123,000, or $.07 per share, in 1993. The 1994 net income includes net pre-tax gains of approximately $200,873,000, or $.99 per share, resulting from the sales of the Company's Women's Magazines Division and its U.K. golf publications and the divestiture of the Company's minority interest in a Canadian newsprint mill. A summary of segment information for the three years ended December 31, 1994, is set forth on pages F-2 and F-3 of this Form 10-K. Also see "Management's Discussion and Analysis" on pages F-4 through F-8 of this Form 10-K. The Company's largest source of revenues is advertising, which influences the pattern of the Company's quarterly consolidated revenues and is seasonal in nature. Traditionally, second-quarter and fourth-quarter advertising volume is higher than that which occurs in the first quarter. Advertising volume tends to be lower in the third quarter primarily because of the summer slow-down in many areas of economic activity. In addition, quarterly trends are affected by the overall economy and economic conditions that may exist in specific markets served by the Company's business segments. NEWSPAPERS The Newspaper Group had revenues of $1,968,252,000 in 1994, compared with $1,537,934,000 in 1993, and an operating profit of $196,067,000 in 1994, compared with $114,332,000 (this amount includes certain special items for 1993 which are discussed in more detail in "Management's Discussion and Analysis" on page F-4 of this Form 10-K). Improvements in operating profit were mainly due to the inclusion of the results of The Globe for an entire year and higher advertising and circulation revenues. THE NEW YORK TIMES CIRCULATION The Times, a standard-size weekday and Sunday newspaper which commenced publication in 1851, is circulated in each of the 50 states, the District of Columbia and worldwide. Approximately 64% of the weekday (Monday through Friday) circulation is sold in the 31 counties that make up the greater New York City area which includes New York City, Westchester and parts of upstate New York, Connecticut and New Jersey; 36% is sold elsewhere. On Sundays, approximately 63% of the circulation is sold in the greater New York City area and 37% elsewhere. According to reports of the Audit Bureau of Circulations ("ABC"), an independent agency that audits the circulation of most U.S. newspapers and magazines on an annual basis, for the semi-annual period ended September 30, 1994, of all seven-day United States newspapers, The Times's daily and Sunday circulations were the largest. The Times's average weekday and Sunday circulations for the five 12-month periods ended September 30, 1994, as audited by ABC (except as indicated), are shown in the table below. Weekday Sunday (Thousands of copies) 1990................................................ 1,128.3 1,695.9 1991................................................ 1,160.0 1,730.0 1992................................................ 1,175.9 1,757.0 1993................................................ 1,183.1 1,783.9 1994 (unaudited).................................... 1,149.7 1,746.7 During the year ended December 31, 1994, the average weekday circulation of The Times decreased by approximately 36,200 copies to 1,142,800 copies and the average Sunday circulation of The Times decreased by approximately 37,300 copies to 1,743,900 copies. Approximately 52% of the weekday circulation and 42% of the larger Sunday circulation were sold through home and office delivery; the remainder were sold primarily on newsstands. The weekly rate charged to subscribers for home-delivered copies of The Times in the New York City metropolitan area is $6.10. The suggested newsstand price of The Times within the New York City metropolitan area is $.60 on weekdays and $2.00 on Sunday. The suggested newsstand price in the New England-Middle Atlantic states outside the New York City metropolitan area is $1.00 on weekdays and $2.50 on Sundays. The suggested newsstand price of the National Edition, distributed throughout the rest of the country, is $1.00 on weekdays and $4.00 on Sundays. ADVERTISING The Times published 3,733,600 inches of advertising in 1994, compared with 3,608,900 inches in 1993. Both figures include part-run volume, which totaled 925,600 inches in 1994, compared with 854,600 inches in 1993. 2 Total volume in The Times for the five years ended December 31, 1994, as measured by The Times, is shown in the table below. The "National" heading in the table below includes such categories as entertainment, financial, magazine and general advertising. Full Run ------------------------------- Preprint Retail National Classified Zoned Total* Copies Inches Inches Inches Inches Inches Distributed ------ -------- ---------- ------ ------- ----------- (Inches and Preprints in Thousands) 1990 805.6 1,273.8 1,490.2 906.2 4,475.8 235,794 1991 732.1 1,117.9 1,061.6 760.9 3,672.5 279,273 1992 700.7 1,106.3 970.6 819.8 3,597.4 269,007 1993 701.2 1,142.5 910.6 854.6 3,608.9 294,906 1994 693.3 1,166.6 948.1 925.6 3,733.6 294,985 - ------------ * All totals exclude preprint inches. The table includes volume for The New York Times Magazine, which published 2,781 pages of advertising in 1994, compared with 2,857 pages in 1993. Advertising rates for The Times increased an average of 5% in January 1994 and in January 1995. PRODUCTION Generally, The Times is produced at its New York City production facility and at its newly-operational production and distribution facility in Edison, New Jersey. The Times is fully photocomposed, and all news is processed through electronic editing terminals and photocomposition equipment. Page images are reproduced on lightweight printing plates through the use of negatives that are produced by laser-scanned paste-ups. The page images are transmitted by direct wire to the platemaking room in the Manhattan facility and by a combination of microwave and satellite transmission from the composing room in the Manhattan facility to the platemaking room in Edison and each of the eight National Edition printing sites around the country. The Times initiated a pagination program in the first quarter of 1994, which enables editors to electronically design a newspaper page, including news text, graphics and ads, thereby avoiding all or part of the manual paste-up of the page before it is converted into a printing plate. By the end of 1994, three Sunday sections and a small number of daily pages were paginated. The Times's goal is to paginate the entire newspaper by the end of 1996. The Edison facility prints all the advance sections of the Sunday newspaper (except The New York Times Magazine and the Television section) and approximately one-third of the weekday New York edition. The Edison facility houses six 10-unit Goss Colorliner presses as well as modern, automated packaging and distribution equipment. The Times prints four of its advance Sunday sections at Edison in color. The National Edition of The Times is distributed from eight printing sites: in the Midwest from printing sites in Chicago, Illinois, and Warren, Ohio; in the West from printing sites in Torrance and Walnut Creek, California, and Tacoma, Washington; in the Southwest from a printing site in Austin, Texas; and in the Southeast from printing sites in Atlanta, Georgia, and Ft. Lauderdale, Florida. Satellite transmission of page images to the National Edition printing sites permits early-morning delivery to homes and newsstands in many major markets. In June 1992 the Company acquired two wholesale newspaper distribution businesses that distribute The Times and other newspapers and periodicals in New York City and central and northern New Jersey. (See Note 2 of Notes to Consolidated Financial Statements.) These wholesalers operate under the name of City & Suburban Delivery Systems. Approximately 46% of The Times's daily 3 circulation and 40% of its Sunday circulation in the New York City metropolitan area are delivered to retail outlets and home delivery depots through these wholesale operations. The Times has agreements with two commercial printing companies to print The New York Times Magazine and its Television section. In 1994 The Times used approximately 295,200 metric tons of newsprint, which was purchased primarily under long-term contracts from both related (see "Forest Products Companies") and unrelated suppliers. The New York Times Magazine used approximately 21,000 metric tons of supercalendered paper, an intermediate grade of magazine quality paper, in 1994. This supercalendered paper was purchased under long-term contracts from both related (see "Forest Products Companies") and unrelated suppliers. The Times and The New York Times Magazine are not dependent on any one supplier. THE BOSTON GLOBE The Company acquired The Globe on October 1, 1993, pursuant to a merger of a wholly owned subsidiary of the Company into Affiliated Publications, Inc. ("API"). The Globe is owned and published by an API subsidiary, Globe Newspaper Company (as used herein, "The Globe" may also be used to refer to Globe Newspaper Company). CIRCULATION The Globe is distributed throughout New England, although its circulation is concentrated in the Boston metropolitan area. According to ABC reports, as of September 25, 1994, the daily circulation of The Globe was the 13th largest of any daily newspaper, and circulation of the Sunday edition was the 8th largest of any Sunday newspaper published in the United States; and its daily and Sunday circulation was the largest of all newspapers published in either Boston or New England. During the year ended December 31, 1994, the average weekday circulation of The Globe was approximately equal to 1993 with 504,500 copies and the average Sunday circulation decreased by 9,700 copies to 804,800 copies. Approximately 69% of The Globe's total daily circulation and 55% of The Globe's total Sunday circulation were sold through home or office delivery; the remainder were sold primarily on newsstands. Virtually all of The Globe's home-delivered circulation is delivered through The Globe's distribution subsidiary, Community Newsdealers Inc. Within the 30-mile radius of Boston, the newsstand price of the daily edition of The Globe during 1994 was $.35. The newsstand price for copies sold more than 30 miles from Boston was $.50. The newsstand price of the Sunday edition of The Globe was increased from $1.50 to $1.75, effective April 3, 1994, for copies sold more than 30 miles from Boston, and effective October 2, 1994, within that radius. The seven-day home delivery price for the newspaper was $4.00 throughout 1994 within the 30-mile radius, but was increased to $4.50, effective September 26, 1994, beyond that area. 4 The following table shows the average weekday and Sunday paid circulation of The Globe for the editions and the periods indicated, as audited by ABC (except as indicated). Period Weekday Sunday - ----------------------------------------------- --------- ------- 52 Weeks ended March 27, 1994.................. 504,069 814,664 26 Weeks ended September 26, 1994 (unaudited).. 506,545 811,100 ADVERTISING The Globe's total advertising volume by category of advertising for the two years ended December 31, 1994, for all editions, as measured by The Globe, is set forth below: Full Run ------------------------------ Preprint Retail National Classified Zoned Total* Copies Inches Inches Inches Inches Inches Distributed ------ -------- ---------- ------- ------- ----------- (Inches and Preprints in Thousands) 1993 816.9 547.9 1,121.3 252.4 2,738.5 640,241 1994 830.7 562.4 1,217.5 273.6 2,884.2 702,757 - ------------ * All totals exclude preprint inches. Advertising rates in each category of advertising, except for classified real estate, were adjusted in 1994. The latest increase in retail advertising rates occurred on January 1, 1995. Increases in national and classified advertising rates occurred effective July 1, 1994, and August 1, 1994, respectively. These increases ranged from 3.5% to 4.8%. PRODUCTION All editions of The Globe are printed and prepared for delivery at its main Boston plant or its Billerica, Massachusetts, satellite plant. Both of the plants use Goss Metroliner offset presses. The Boston plant has a comprehensive computerized information system utilizing terminals for entering news and advertising copy into its phototext setting equipment. The data for printing The Globe at the Billerica plant are delivered by dedicated telephone lines. The Globe also owns a Sunday pre-print storage, inserting and packaging plant in Westwood, Massachusetts. The Globe's pagination project, which started in 1989, continued according to plan as full-page output doubled in 1994 to approximately 700 pages per week, or almost 50% of The Globe's pages produced weekly. The pagination process outputs all page elements, including text, graphics, images and advertising (both classified agate as well as display), thus eliminating the need for manual paste-up of the pages. The Globe plans to paginate most of the remaining portions of the newspaper by early 1996. In 1994 The Globe used approximately 136,600 metric tons of newsprint. The major portion was purchased under long-term contracts with related (see "Forest Product Companies") and unrelated suppliers; The Globe is not dependent on any one supplier. 5 REGIONAL NEWSPAPERS The Company currently owns 23 daily and five non-daily smaller-city newspapers. Daily Newspapers ---------------- Sarasota Herald-Tribune The Courier (Houma, La.) (Fla.) Daily Commercial The Press Democrat (Santa (Leesburg, Fla.) Rosa, Cal.) Times-News The Ledger (Lakeland, Fla.) (Hendersonville, N.C.) The Gainesville Sun (Fla.) Daily World (Opelousas, La.) Santa Barbara The Dispatch (Lexington, N.C.) News-Press (Cal.) Lenoir News-Topic (N.C.) Spartanburg Daily Comet (Thibodaux, La.) Herald-Journal (S.C.) Palatka Daily News (Fla.) Wilmington Morning Star The Messenger (N.C.) (Madisonville, Ky.) Ocala Star-Banner (Fla.) The Daily Corinthian Times Daily (Corinth, Miss.) (Florence, Ala.) Lake City Reporter (Fla.) The Tuscaloosa News (Ala.) State Gazette (Dyersburg, The Gadsden Times (Ala.) Tenn.) Non-Daily Newspapers -------------------- York County Coast Star (Kennebunk, Me.) The News-Sun (Sebring/ Avon Park, Fla.) Marco Island Eagle (Fla.) News-Leader (Fernandina Beach, Fla.) The Banner-Independent (Booneville, Miss.) The regional daily newspapers' weekday circulation for the year ended December 31, 1994 decreased 7,500 copies to 843,500 copies, and Sunday circulation decreased 2,300 copies to 851,400 copies; the circulation of the non-dailies decreased 19,600 copies to 53,100 copies. The decrease in circulation of the non-dailies was attributable primarily to the sale of two weekly Georgia newspapers, The Forsyth County News (Cumming) and The Winder News (Winder). Advertising volume, stated on the basis of six columns per page, was 17,086,800 inches in 1994, compared with 16,378,900 inches in 1993. Preprints distributed in 1994 were 962,867,000, compared with 930,390,000 in 1993. All of the Regional Newspapers are produced by photocomposition and offset printing. In 1994 the Regional Newspapers used approximately 103,600 metric tons of newsprint, which was purchased under long-term contracts from both related (see "Forest Products Companies") and unrelated suppliers. The Regional Newspapers are not dependent on any one supplier. INTERNATIONAL HERALD TRIBUNE The Company owns a one-half interest in the International Herald Tribune S.A., which publishes the International Herald Tribune. The newspaper is edited in Paris and printed simultaneously in Frankfurt, Hong Kong, London, Marseille, New York, Paris, Rome, Singapore, The Hague, Tokyo and Zurich. The other one-half interest is owned by The Washington Post Company. 6 MAGAZINES The Company's Magazine Group had revenues of $280,061,000 in 1994, compared with $394,463,000 in 1993, and operating profit of $19,204,000 in 1994, compared with $12,330,000 in 1993. The decrease in revenues is primarily due to the sale of the Women's Magazines Division in the third quarter of 1994. On July 26, 1994, the Company sold its Women's Magazines Division to Gruner+Jahr Printing and Publishing Co. On August 12, 1994, the Company sold Golf World (U.K.), Golf Illustrated Weekly and Golf Industry News to EMAP plc. The net after-tax proceeds to the Company from these sales, inclusive of a four-year $40,000,000 non-competition agreement entered into in connection with the Women's Magazines sale, were approximately $160,000,000. (See Note 2 of Notes to Consolidated Financial Statements.) All of the Company's magazines are printed under long-term contracts with unrelated printers. In 1994 the magazines used approximately 18,000 metric tons of coated paper, all of which was purchased from unrelated suppliers under long-term contracts. As of December 31, 1994, the Company published the magazines listed in the chart below: PUBLICATION MAGAZINE CYCLE SUBJECT/AUDIENCE RATE BASE - ----------------- ------------------ -------------------- --------- Golf Digest...... Monthly Golf 1,450,000 Tennis........... Monthly Tennis 800,000 Snow Country..... 8 issues per year Skiing/mountain 465,000 lifestyle Cruising World... Monthly Recreational sailors 143,000 Golf World ...... 45 issues per year Golf 140,000 Sailing World.... Monthly Racing sailors 61,000 Golf Shop Operations..... 10 issues per year Golf trade 16,900 Snow Country Business....... 6 issues per year Ski trade 12,900 Tennis Buyer's Guide.......... 6 issues per year Tennis trade 10,200 Sailing Business. 6 issues per year Sailing trade 8,500 PERCENTAGE PERCENTAGE INCREASE INCREASE (DECREASE) IN (DECREASE) IN AVERAGE ADVERTISING AVERAGE CIRCULATION ADVERTISING PAGES MAGAZINE CIRCULATION1 OVER 1993 PAGES2 OVER 1993 - ------------------ ------------ ------------- ----------- ------------- Golf Digest....... 1,467,000 (0.5) 1,321 (1.7) Tennis............ 803,000 (0.1) 823 3.5 Snow Country...... 471,000 8.6 818 22.3 Cruising World.... 148,000 0.1 1,320 12.9 Golf World ....... 143,000 0.8 1,780 9.7 Sailing World..... 70,000 8.5 579 4.3 Golf Shop Operations...... 17,000 (1.1) 1,450 (1.3) Snow Country Business.......... 14,000 (12.7) 343 13.6 Tennis Buyer's Guide........... 11,000 8.6 263 (19.3) Sailing Business.. 9,000 5.9 93 0.0 - ------------ 1 As reported by the publisher to ABC or the Business Publications Association. 2 As reported by the publisher to Publisher's Information Bureau ("PIB"); or, in the case of trade publications, as calculated by the publisher using the same methodology as for PIB. BROADCASTING/INFORMATION SERVICES The Broadcasting/Information Services Group had revenues of $109,250,000 in 1994, up from $87,257,000 in 1993, and an operating profit of $25,048,000 in 1994, compared with $19,403,000 in 1993. Higher national and local advertising revenues at the Company's television stations accounted for the improved results. BROADCASTING The Company's television and radio stations are operated under licenses from the Federal Communications Commission ("FCC") and are subject to FCC regulations. Each television station's license is for a five-year term. The licenses for WREG-TV (Memphis, Tenn.), WHNT-TV (Huntsville, Ala.), WQAD-TV (Moline, Ill.) and KFSM-TV (Fort Smith, Ark.) will expire in 1997. The license of WNEP-TV (Wilkes-Barre/Scranton, Pa.) will expire in 1999. All of the television stations have three principal sources of revenue: local advertising sold to advertisers in the immediate geographic areas of the stations, national spot advertising and compensation paid by the networks for carrying commercial network programs. WREG-TV, WHNT-TV and KFSM-TV are affiliated with the CBS Television Network and WNEP-TV and WQAD-TV are affiliated with the ABC Television Network. 7 WREG-TV, WQAD-TV and KFSM-TV are in the VHF band; WNEP-TV and WHNT-TV are in the UHF band, as are all other stations in their markets. According to A. C. Nielsen Company, Memphis is the 42nd largest television market in the United States, Wilkes-Barre/Scranton is the 47th largest market, Huntsville is the 83rd largest market, Moline is part of the Quad Cities market, the 88th largest, and Fort Smith is the 118th largest market. The Broadcasting/Information Services Group produces high quality commercial video and television programming through NYT Video Productions. The Company's two radio stations serve the New York City metropolitan area. WQXR (FM) is currently the only commercial classical music station serving this market. WQEW (AM) is the only station that offers a format of American popular standards for the market. The licenses of WQEW(AM) and WQXR(FM) were renewed during 1994 and will expire on February 1, 1998. INFORMATION SERVICES The New York Times Syndication Sales Corporation ("Syndication Sales") operates The New York Times News Service, Special Features and the licensing and reprint permission operations of The Times. The News Service transmits articles, graphics and photographs from The Times to approximately 650 newspapers and magazines in the United States and in 53 countries worldwide. Special Features markets other supplemental news services and feature material, graphics and photographs from The Times and other leading news sources to newspapers and magazines around the world. In 1994 the Company continued to expand its distribution of TimesFax, a six- to eight-page synopsis of The Times delivered to customers' facsimile machines or personal computers in markets where The Times is not easily available. In addition to distribution by satellite to cruise ships and U.S. Navy vessels, TimesFax is distributed to hotels, governments and corporations in over 50 countries and territories. In 1994 the Company also continued to expand its distribution of its first industry-specific fax product, The Monday Media edition, a weekly six-page synopsis of media-related news distributed to media and advertising executives. NYT New Media/New Products develops and markets new services, including CD-ROM disks for consumers, database marketing and multimedia education services. In 1994, New Media created and introduced @TIMES, an online service which carries information from The Times on America Online and is one of its most frequently accessed services. NYT Custom Publishing designs, writes, edits, produces, sells and markets magazines for clients under contract. NYT Business Information Services, through the group's Index department and Times On-Line Services, Inc., creates The New York Times Index and computer-retrievable data bases. The Company licenses LEXIS/NEXIS and DataTimes to store, market and distribute its on-line computer data bases and University Microfilms, Inc. to produce and sell The New York Times Index and The Times on microform and CD-ROM. The Company also makes material from The Times available online through a license agreement with Dow Jones Business Information Services. FOREST PRODUCTS COMPANIES In December 1994 the Company divested its minority interest in Gaspesia Pulp & Paper Company Ltd. ("Gaspesia"), a Canadian newsprint mill. The Company transferred its interest to Abitibi-Price, Inc. ("Abitibi"), the majority owner. The Company purchased 144,000 metric tons of newsprint in 1994 from Abitibi, and in connection with the divestiture of its interest in Gaspesia, the Company entered into a new long-term agreement to purchase newsprint from Abitibi. The Company has equity interests in a Canadian newsprint company, Donohue Malbaie Inc. ("Malbaie") and in a partnership operating a supercalendered paper mill in Maine, Madison Paper Industries ("Madison") (collectively, the "Forest Products Companies"). Neither of these companies' 8 debt is guaranteed by the Company. The Company's equity in operations (an after-tax amount) of these businesses in 1994 was a profit of $3,264,000 compared with a loss of $4,852,000 in 1993, exclusive of a $47,000,000 non-cash charge to write down the Company's investment in Gaspesia to its expected net realizable value. The improved year over year results are due principally to the fact that the Company did not record operating losses for Gaspesia in 1994 following the 1993 write-down of the Company's investment in Gaspesia. Higher sales prices in 1994 also improved the Forest Products Companies' results. The Company believes that this favorable trend will continue in 1995. The Company has a 49% equity interest in Malbaie. The other 51% is owned by Donohue, Inc. ("Donohue"), a publicly-traded Canadian company whose voting shares are controlled by Quebecor, a Canadian publishing company. Malbaie purchases pulp from Donohue and manufactures newsprint from this raw material on the paper machine it owns within the Donohue paper mill at Clermont, Quebec. Malbaie is wholly dependent upon Donohue for its pulp. The production capacity of Malbaie in 1994 was 196,000 metric tons. In 1994 Malbaie produced 194,000 metric tons of newsprint, 84,000 tons of which were sold to the Company with the balance sold to Donohue for resale. The primary raw material used by the Company is newsprint. In 1994 the Company consumed approximately 535,400 metric tons of newsprint purchased from a number of suppliers in addition to Gaspesia and Malbaie. The Company believes it has an adequate supply of newsprint available through contracts at market prices from its various suppliers. Madison is a partnership between Northern SC Paper Corporation ("Northern") and a subsidiary of Myllykoski Oy, a Finnish papermaking company. The Company owns 80% of Northern, and Myllykoski Oy, through a subsidiary, owns the remaining 20%. Madison produces supercalendered paper at its facility in Madison, Maine. Madison purchases all its wood from local suppliers, mostly under long-term contracts. In 1994 Madison produced 173,000 metric tons, 11,000 tons of which were sold to the Company. In 1995 Madison's five largest customers (which do not include the Company) are expected to purchase approximately 49% of Madison's budgeted production. The Forest Products Companies are subject to comprehensive environmental protection laws, regulations and orders of provincial, federal, state and local authorities of Canada or the United States (the "Environmental Laws"). The Environmental Laws impose effluent and emission limitations and require the Forest Products Companies to obtain, and operate in compliance with the conditions of, permits and other governmental authorizations ("Governmental Authorizations"). The Forest Products Companies follow policies and operate monitoring programs to ensure compliance with applicable Environmental Laws and Governmental Authorizations and to minimize exposure to environmental liabilities. Various regulatory authorities periodically review the status of the operations of the Forest Products Companies. Based on the foregoing, the Company believes that the Forest Products Companies are in substantial compliance with such Environmental Laws and Governmental Authorizations. COMPETITION The Times competes with newspapers of general circulation in New York City and its suburbs. The Times also competes in varying degrees with national publications such as The Wall Street Journal and USA Today and with television, radio and other media. Based on a specially prepared report by Leading National Advertisers Incorporated, an independent agency that measures advertising revenue, and The Times's own internal analysis, The Times believes that it ranks first in advertising revenue in the general weekday and Sunday newspaper field in the New York City metropolitan area. The Regional Newspapers and the International Herald Tribune compete with a variety of other advertising media in their respective markets. The Globe competes with other newspapers distributed in Boston and its neighboring suburbs. However, the only major daily metropolitan newspaper in direct competition with The Globe is The 9 Boston Herald (daily and Sunday), whose publisher and sole stockholder (through Herald Media, Inc.) is Patrick J. Purcell. The Globe also competes with other communications media, such as direct mail, magazines, radio, television (including cable television), and weekly, suburban and nationally distributed newspapers. Based on information supplied by major daily newspapers published in New England and assembled by the New England Newspaper Association, Inc., for the 12-month period ending December 31, 1994, The Globe ranked first in advertising inches among all newspapers published in Boston and New England. All the magazines published by the Company compete directly with comparable publications as well as with general interest magazines and other media, such as newspapers and broadcasting. All of the Company's television stations compete directly with other television stations in their respective markets and with other video services such as cable network programming carried on local cable systems. WQXR (FM) competes in New York City with WNYC (a non-commercial station) for the classical music audience, and it and WQEW (AM) compete with many adult-audience commercial radio stations and other media in New York City and surrounding suburbs. Syndication Sales's operations compete with several other syndicated features and supplemental news services. The Forest Products Companies are in a highly-competitive industry. EMPLOYEES As of December 31, 1994, the Company had approximately 12,800 full-time employees. Approximately 3,355 full-time employees of The Times and City & Suburban Delivery Systems, which operates its wholesaler business, are represented by 14 unions. The Times has collective bargaining agreements effective through March 30, 2000 with all of its six production unions and with all of its eight non-production unions. The production agreements enabled The Times to begin full operation of its Edison production and distribution facility in February 1993. Three other entities owned by the Company (The Press Democrat, WQXR and WQEW) also have collective bargaining agreements covering certain of their employees. API and its subsidiaries, including The Globe, employ approximately 3,100 employees full-time. Of these, approximately 2,100 are represented by 12 unions. As of December 31, 1994, labor agreements with nine of its 11 mechanical unions were in effect with expiration dates ranging from December 31, 1995 to December 31, 2001. Labor agreements with two of the other mechanical unions expired on December 31, 1992; negotiations are proceeding with respect to these new agreements, both of which The Globe expects to be completed during early 1995. The agreement with The Boston Globe Employees' Association, an affiliate of The Newspaper Guild, expired December 31, 1994. Negotiations have commenced and The Globe expects them to be successfully completed. ITEM 2. PROPERTIES. The Times: The Company owns its headquarters at 229 West 43d Street, New York, New York. The building has 15 stories and approximately 714,000 square feet of floor space and serves as a publishing facility for The Times. The other publishing facility is located in Edison, New Jersey. This 1,300,000 square foot facility is occupied pursuant to a long-term lease with renewal and purchase options. The Edison production and distribution facility began producing newspapers in September 1992, and produces all of the advance Sunday sections of The Times (except The New York Times Magazine and the Television section) and approximately one-third of the weekday and Sunday New York edition. (See Notes 3, 8 and 13 of Notes to Consolidated Financial Statements.) 10 The Edison facility replaced an older production facility in Carlstadt, New Jersey, which was closed in February 1993. The Company completed removal of equipment from the facility in September 1994 and has commenced marketing of the Carlstadt facility for lease. The Edison facility is the first step in a plan to modernize the production facilities of The Times. To complete this modernization, the Company plans to replace the production facility housed in the basement at its 43d Street facility. In December 1993 the Company executed a lease agreement and related agreements with the City of New York under which the Company is leasing a 31-acre site in College Point, Queens to replace the 43d Street production facility. The Company has the option to purchase the property at any time prior to the end of the lease in 2019. In August 1994 the Company began construction, and it expects the 515,000 square-foot printing and distribution plant to be operational in the second half of 1997. Together with the Edison plant, the College Point facility will provide a number of benefits, including later deadlines, color in the daily paper, increased flexibility in paging and sectioning the paper and daily advertising inserts. (See Note 8 of Notes to Consolidated Financial Statements.) The Globe owns its printing plants in Boston and Billerica, Massachusetts, as well as its Sunday pre-print storage, inserting and packaging plant in Westwood, Massachusetts. The Globe and its subsidiaries own or lease office and other facilities that are suitable and adequate for their current activities. The Regional Newspapers own their printing facilities. The Company's Regional Newspapers, magazines, broadcast stations and information businesses own or lease office facilities that are suitable and adequate for their current activities. ITEM 3. LEGAL PROCEEDINGS. There are various legal actions that have arisen in the ordinary course of business and are now pending against the Company. Such actions are usually for amounts greatly in excess of the payments, if any, that may be required to be made. It is the opinion of management after reviewing such actions with legal counsel to the Company that the ultimate liability which might result from such actions will not have a material adverse effect on the consolidated financial position or results of operations of the Company. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. Not applicable. EXECUTIVE OFFICERS OF THE REGISTRANT Employed By Registrant Position(s) As Of Name Age Since March 9, 1995(1) - --------------------- --- ---------- -------------------------------------- CORPORATE OFFICERS Arthur Ochs Sulzberger.. 69 1951 Chairman (since 1973); Chief Executive Officer; Director; Publisher of The New York Times ("The Times") (1963 to 1992) Lance R. Primis......... 48 1969 President and Chief Operating Officer (since 1992); President and General Manager of The Times (1988 to 1992) 11 Employed By Registrant Position(s) As Of Name Age Since March 9, 1995(1) - ------------------------ --- ---------- ------------------------------------- Katharine P. Darrow..... 51 1970 Senior Vice President (since 1993), Broadcasting, Corporate Development and Human Resources; Vice President (1988-1993), Broadcasting/Informa- tion Services and Corporate Development David L. Gorham......... 62 1974 Senior Vice President and Chief Financial Officer (since 1980); Treasurer (1988 to 1992) Frank R. Gatti.......... 48 1974 Vice President (since 1988); Corporate Controller Leslie A. Mardenborough. 46 1981 Vice President, Human Resources (since 1990); Director, Corporate Personnel (1987 to 1990) Gordon Medenica......... 43 1982 Vice President, Operations and Planning (since 1993); Vice President, Corporate Planning (1990 to 1993); Director, Planning (1986 to 1990) Thomas H. Nied.......... 52 1977 Vice President, Taxation (since 1990); Tax Director (1977 to 1990) Solomon B. Watson IV.... 50 1974 Vice President (since 1990); General Counsel (since 1989) Laura J. Corwin......... 49 1980 Secretary (since 1989) and Corporate Counsel (since January 1993) Richard G. Thomas....... 46 1977 Treasurer (since 1992); Assistant Treasurer (1983 to 1992) OPERATING UNIT EXECUTIVES James W. FitzGerald..... 56 1968 President, Sports/Leisure Division of the Company's Magazine Group (since 1985) Stephen Golden.......... 47 1974 Vice President, Forest Products, Health, Safety and Environmental Affairs (since 1992); President and General Manager of the Company's Forest Products Group (since January 1994); Vice President, Forest Products (1990 to 1992); Director, Forest Products Group (1987 to 1990) C. Frank Roberts........ 51 1970 Vice President, Broadcasting (since 1986) Arthur O. Sulzberger, Jr 43 1978 Publisher of The Times (since 1992); Deputy Publisher of The Times (1988 to 1992) William O. Taylor....... 62 1993 Publisher of The Boston Globe (since 1978) and Chairman and Chief Executive Officer of Globe Newspaper Company (since 1982) James C. Weeks.......... 52 1971 President, Regional Newspaper Group of the Company (since 1993); Senior Vice President, Operations, Regional Newspaper Group (1988 to 1993) - ------------ (1) During the past five years, all of the executive officers listed above have held positions which were the same or substantially similar to those they currently hold except as indicated above. 12 PART II ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS. The information required by this item appears at page F-27 of this Form 10-K. ITEM 6. SELECTED FINANCIAL DATA. The information required by this item appears at page F-1 of this Form 10-K. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. The information required by this item appears at pages F-4 to F-8 of this Form 10-K. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. The information required by this item appears at pages F-2, F-3, pages F-9 to F-26 and page F-28 of this Form 10-K. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. Not applicable. PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT. In addition to the information set forth under the caption "Executive Officers of the Registrant" in Part I of this Form 10-K, the information required by this item is incorporated by reference to pages 9 to 13 of the Company's Proxy Statement for the 1995 Annual Meeting of Stockholders. ITEM 11. EXECUTIVE COMPENSATION. The information required by this item is incorporated by reference to pages 14 to 20 of the Company's Proxy Statement for the 1995 Annual Meeting of Stockholders. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT. The information required by this item is incorporated by reference to pages 1 to 8 of the Company's Proxy Statement for the 1995 Annual Meeting of Stockholders. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. The information required by this item is incorporated by reference to page 14 and pages 17 to 20 of the Company's Proxy Statement for the 1995 Annual Meeting of Stockholders. 13 PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K. (a) DOCUMENTS FILED AS PART OF THIS REPORT (1) FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES (a) The consolidated financial statements of the Company are filed as part of this Form 10-K and are set forth on pages F-2, F-3 and F-9 to F-26. The report of Deloitte & Touche LLP, Independent Public Accountants, dated February 9, 1995, is set forth on page F-27 of this Form 10-K. (b) The following additional consolidated financial information is filed as part of this Form 10-K and should be read in conjunction with the consolidated financial statements set forth on pages F-2, F-3 and F-9 to F-26. Schedules not included with this additional consolidated financial information have been omitted either because they are not applicable or because the required information is shown in the consolidated financial statements at the aforementioned pages. Page ---------- Independent Auditors' Consent............................... Exhibit 23 Consolidated Schedules for the Three Years Ended December 31, 1994: II--Valuation and Qualifying Accounts........................ S-1 Separate financial statements and supplemental schedules of associated companies accounted for by the equity method are omitted in accordance with the provisions of Rule 3-09 of Regulation S-X. (2) EXHIBITS (2.1) Agreement and Plan of Merger dated as of June 11, 1993, as amended by the First Amendment dated as of August 12, 1993, by and among the Company, Sphere, Inc. and Affiliated Publications, Inc. (filed as Exhibit 2 to the Form S-4 Registration Statement, Registration No. 33-50043, on August 23, 1993, and included as Annex I to the Joint Proxy Statement/Prospectus included in such Registration Statement (schedules omitted--the Company agrees to furnish a copy of any schedule to the Commission upon request), and incorporated by reference herein). (2.2) Stockholders Agreement dated as of June 11, 1993, by and between the Company and the other parties signatory thereto (filed as Exhibit 2.1 to the Form S-4 Registration Statement, Registration No. 33-50043, on August 23, 1993, and included as Annex II to the Joint Proxy Statement/Prospectus included in such Registration Statement, and incorporated by reference herein). (2.3) Asset Purchase Agreement between the Company, The Family Circle, Inc., Retail Magazines Marketing Company, Inc. and Gruner + Jahr Printing and Publishing Co., dated as of June 17, 1994 (filed as an Exhibit to the Company's Form 10-Q dated August 10, 1994, (Exhibits omitted - The Company agrees to furnish a copy of any exhibit to the Commission upon request), and incorporated by reference herein). (2.4) Fulfillment Agreement between the Company, The Family Circle, Inc. and Gruner + Jahr Printing and Publishing Co., dated as of July 26, 1994 (filed as an Exhibit to the Company's Form 10-Q dated August 10, 1994, and incorporated by reference herein). 14 (3.1) Certificate of Incorporation as amended by the Class A and Class B stockholders and as restated on September 29, 1993 (filed as an Exhibit to the Company's Form 10-K dated March 21, 1994, and incorporated by reference herein). (3.2) By-laws as amended through February 17, 1994 (filed as an Exhibit to the Company's Form 10-K dated March 21, 1994, and incorporated by reference herein). (4) The Company agrees to furnish to the Commission upon request a copy of any instrument with respect to long-term debt of the Company and any subsidiary for which consolidated or unconsolidated financial statements are required to be filed, and for which the amount of securities authorized thereunder does not exceed 10% of the total assets of the Company and its subsidiaries on a consolidated basis. (9.1) Globe Voting Trust Agreement, dated as of October 1, 1993 (filed as an Exhibit to the Company's Form 10-K dated March 21, 1994, and incorporated by reference herein). (9.2) Jordan Voting Trust Agreement, dated as of January 29, 1987, as amended through May 15, 1987 (filed as Exhibit 9.2 to API's Form 10-K for fiscal year ended December 31, 1989, and incorporated by reference herein). (10.1) The Company's Executive Incentive Compensation Plan as amended through December 20, 1990 (filed as an Exhibit to the Company's Form 10-K dated March 1, 1991, and incorporated by reference herein). (10.2) The Company's 1991 Executive Stock Incentive Plan, as amended through December 15, 1994. (10.3) The Company's 1991 Executive Cash Bonus Plan, adopted on April 16, 1991 (filed as an Exhibit to the Company's Proxy Statement dated March 1, 1991, and incorporated by reference herein). (10.4) The Company's Non-Employee Directors' Stock Option Plan, adopted on April 16, 1991 (filed as an Exhibit to the Company's Proxy Statement dated March 1, 1991, and incorporated by reference herein). (10.5) The Company's Supplemental Executive Retirement Plan as amended through May 5, 1989 (filed as an Exhibit to the Company's Form 10-K dated March 29, 1990, and incorporated by reference herein). (10.6) Lease (short form) between the Company and Z Edison Limited Partnership dated April 8, 1987 (filed as an Exhibit to the Company's Form 10-K dated March 27, 1988, and incorporated by reference herein). (10.7) Agreement of Lease, dated as of December 15, 1993, between The City of New York, Landlord, and the Company, Tenant (as successor to New York City Economic Development Corporation (the "EDC"), pursuant to an Assignment and Assumption of Lease With Consent, made as of December 15, 1993, between the EDC, as Assignor, to the Company, as Assignee) (filed as an Exhibit to the Company's Form 10-K dated March 21, 1994, and incorporated by reference herein). (10.8) Funding Agreement #1, dated as of December 15, 1993, between the EDC and the Company (filed as an Exhibit to the Company's Form 10-K dated March 21, 1994, and incorporated by reference herein). (10.9) Funding Agreement #2, dated as of December 15, 1993, between the EDC and the Company (filed as an Exhibit to the Company's Form 10-K dated March 21, 1994, and incorporated by reference herein). (10.10) Funding Agreement #3, dated as of December 15, 1993, between the EDC and the Company (filed as an Exhibit to the Company's Form 10-K dated March 21, 1994, and incorporated by reference herein). 15 (10.11) Funding Agreement #4, dated as of December 15, 1993, between the EDC and the Company (filed as an Exhibit to the Company's Form 10-K dated March 21, 1994, and incorporated by reference herein). (10.12) New York City Public Utility Service Power Service Agreement, made as of May 3, 1993, between The City of New York, acting by and through its Public Utility Service, and The New York Times Newspaper Division of the Company (filed as an Exhibit to the Company's Form 10-K dated March 21, 1994, and incorporated by reference herein). (10.13) Employment Agreement, dated May 19, 1993, between API, Globe Newspaper Company and William O. Taylor (filed as an Exhibit to the Company's Form 10-K dated March 21, 1994, and incorporated by reference herein). (10.14) API's 1989 Stock Option Plan (filed as Annex F-1 to API's Proxy Statement-Joint Prospectus, dated as of April 28, 1989, contained in API's Registration Statement on Form S-4 (Registration Statement No. 33-28373) declared effective April 28, 1989, and incorporated by reference herein). (10.15) API's Supplemental Executive Retirement Plan, as amended effective September 15, 1993 (filed as an Exhibit to the Company's Form 10-K dated March 21, 1994, and incorporated by reference herein). (10.16) API's 1990 Stock Option Plan (Restated 1991) (filed as Exhibit 1 to API's Quarterly Report on Form 10-Q for the Quarter ended June 30, 1991 (Commission File No. 1-10251), and incorporated by reference herein). (10.17) Form of Substituted Stock Option Agreement/Incentive 86 among API, its predecessor company and certain employees (filed as Exhibit 10.27 to Post-Effective Amendment No. 1 filed August 11, 1989, to API's Registration Statement on Form S-4 (Registration Statement No. 33-28373) declared effective April 28, 1989, and incorporated by reference herein). (10.18) Form of Substituted Stock Option Agreement/Incentive 87 among API, its predecessor company and certain employees (filed as Exhibit 10.29 to Post-Effective Amendment No. 1 filed August 11, 1989, to API's Registration Statement on Form S-4 (Registration Statement No. 33-28373) declared effective April 28, 1989, and incorporated by reference herein). (10.19) Form of Substituted Stock Option Agreement/Incentive 88 among API, its predecessor company and certain employees (filed as Exhibit 10.31 to Post-Effective Amendment No. 1 filed August 11, 1989, to API's Registration Statement on Form S-4 (Registration Statement No. 33-28373) declared effective April 28, 1989, and incorporated by reference herein). (21) Subsidiaries of the Company (23) Consent of Deloitte & Touche LLP (27) Financial Data Schedule (b) REPORTS ON FORM 8-K During the quarter ended December 31, 1994, no reports on Form 8-K were filed. On January 6, 1995, the Company filed a report on Form 8-K dated December 12, 1994 relating to the disposition of the Company's interest in Gaspesia Pulp & Paper Company Ltd., a Canadian newsprint mill. On March 1, 1995, the Company filed a report on Form 8-K dated February 24, 1995 relating to the Company's announcement of an agreement with Narragansett Television, Inc. to purchase WTKR-TV, Norfolk, Virginia. 16 SIGNATURES PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED. Date: March 9, 1995 (Registrant) THE NEW YORK TIMES COMPANY By: LAURA J. CORWIN ................................. Laura J. Corwin, Secretary PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE REGISTRANT AND IN THE CAPACITIES AND ON THE DATES INDICATED. SIGNATURE TITLE DATE - -------------------------- -------------------------------- -------------- ARTHUR OCHS SULZBERGER Chairman (Chief March 9, 1995 Executive Officer), Director JOHN F. AKERS Director March 9, 1995 FRANK R. GATTI Vice President, March 9, 1995 Corporate Controller (Principal Accounting Officer) RICHARD L. GELB Director March 9, 1995 LOUIS V. GERSTNER, JR. Director March 9, 1995 DAVID L. GORHAM Senior Vice President and Chief March 9, 1995 Financial Officer (Principal Financial Officer) MARIAN S. HEISKELL Director March 9, 1995 A. LEON HIGGINBOTHAM, JR. Director March 9, 1995 RUTH S. HOLMBERG Director March 9, 1995 ROBERT A. LAWRENCE Director March 9, 1995 GEORGE B. MUNROE Director March 9, 1995 CHARLES H. PRICE II Director March 9, 1995 LANCE R. PRIMIS President (Chief Operating March 9, 1995 Officer) GEORGE L. SHINN Director March 9, 1995 DONALD M. STEWART Director March 9, 1995 JUDITH P. SULZBERGER Director March 9, 1995 WILLIAM O. TAYLOR Director March 9, 1995 CYRUS R. VANCE Director March 9, 1995 17 THE NEW YORK TIMES COMPANY 1994 Consolidated Financial Statements - -------------------------------------------------------------------------------- Contents Page - -------------------------------------------------------------------------------- Financial Highlights .............................................. F-1 Segment Information ............................................... F-2 Management's Discussion and Analysis .............................. F-4 Consolidated Statements of Operations ............................. F-9 Consolidated Balance Sheets ....................................... F-10 Consolidated Statements of Cash Flows ............................. F-12 Consolidated Statements of Stockholders' Equity ................... F-14 Notes to Consolidated Financial Statements ........................ F-15 Independent Auditors' Report ...................................... F-27 Management's Responsibilities Report .............................. F-27 Market Information ................................................ F-27 Quarterly Information ............................................. F-28 Ten-Year Supplemental Financial Data .............................. F-29 FINANCIAL HIGHLIGHTS - -------------------------------------------------------------------------------- Dollars in thousands except per Year Ended December 31 share data 1994 1993 1992 - -------------------------------------------------------------------------------- REVENUES AND INCOME Revenues $ 2,357,563 $ 2,019,654 $ 1,773,535 Operating profit 211,242 126,581 88,408 Income before income taxes and equity in operations of forest products group 383,953 101,206 8,525 Income (Loss) before equity in operations of forest products group 210,085 57,975 (2,554) Equity in operations of forest products group 3,264 (51,852) (8,718) Income (Loss) before net cumulative effect of accounting changes 213,349 6,123 (11,272) Net cumulative effect of accounting changes -- -- (33,437) Net income (loss) 213,349 6,123 (44,709) - -------------------------------------------------------------------------------- FINANCIAL POSITION Property, plant and equipment - net 1,158,751 1,112,024 902,755 Total assets 3,137,631 3,215,204 1,994,974 Long-term debt and capital lease obligations 523,196 460,063 206,911 Common stockholders' equity 1,543,539 1,598,883 999,630 - -------------------------------------------------------------------------------- PER SHARE OF COMMON STOCK Income (Loss) before net cumulative effect of accounting changes 2.05 .07 (.14) Net cumulative effect of accounting changes -- -- (.43) Net income (loss) 2.05 .07 (.57) Dividends .56 .56 .56 Common stockholders' equity (end of year) 15.71 14.96 12.54 - -------------------------------------------------------------------------------- KEY RATIOS (See notes below) Operating profit to revenues 9% 6% 5% Income before equity in operations of forest products group to revenues 5% 3% 2% Return on average stockholders' equity 7% -- 2% Return on average total assets 3% -- 1% Long-term debt and capital lease obligations to total capitalization 25% 22% 17% Current assets to current liabilities .91 .89 1.08 - -------------------------------------------------------------------------------- EMPLOYEES 12,800 13,000 10,100 - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS - -------------------------------------------------------------------------------- Dollars in thousands except per share data Year Ended December 31 1991 1990 - -------------------------------------------------------------------------------- REVENUES AND INCOME Revenues $ 1,703,101 $ 1,776,761 Operating profit 93,639 129,779 Income before income taxes and equity in operations of forest products group 63,053 110,190 Income (Loss) before equity in operations of forest products group 41,293 60,871 Equity in operations of forest products group 5,700 3,965 Income (Loss) before net cumulative effect of accounting changes 46,993 64,836 Net cumulative effect of accounting changes -- -- Net income (loss) 46,993 64,836 - -------------------------------------------------------------------------------- FINANCIAL POSITION Property, plant and equipment - net 966,593 1,013,430 Total assets 2,127,981 2,149,623 Long-term debt and capital lease obligations 213,487 319,449 Common stockholders' equity 1,073,442 1,055,785 - -------------------------------------------------------------------------------- PER SHARE OF COMMON STOCK Income (Loss) before net cumulative effect of accounting changes .61 .85 Net cumulative effect of accounting changes -- -- Net income (loss) .61 .85 Dividends .56 .54 Common stockholders' equity (end of year) 13.70 13.68 - -------------------------------------------------------------------------------- KEY RATIOS (See notes below) Operating profit to revenues 5% 7% Income before equity in operations of forest products group to revenues 2% 3% Return on average stockholders' equity 4% 6% Return on average total assets 2% 3% Long-term debt and capital lease obligations to total capitalization 17% 23% Current assets to current liabilities .89 .81 - -------------------------------------------------------------------------------- EMPLOYEES 10,100 10,400 - -------------------------------------------------------------------------------- In 1994, the Company sold its Women's Magazines Division and U.K. golf publications, and divested a minority interest in a Canadian paper mill ("Gaspesia") (see Note 2). As a result of these transactions, the Company recorded a net pre-tax gain of approximately $200.9 million ($103.3 million after taxes or $.99 per share). These transactions are not reflected in the 1994 income amounts used in the applicable key ratio calculations presented above. Amounts for 1993 were affected by the October 1, 1993 acquisition of The Boston Globe (see Note 2). For 1993, return on average stockholders' equity and return on average total assets are less than 1 percent due to several factors which lowered net income for the year. See Management's Discussion and Analysis on page F-4. In September 1992, the Company closed The Gwinnett (Ga.) Daily News and sold the residual assets. The closing and related sale resulted in a pre-tax loss of $53.8 million ($37.1 million after taxes or $.47 per share). This transaction is not reflected in the 1992 income amounts used in the applicable key ratio calculations presented above. Net cumulative effect of accounting changes reflects the 1992 adoption of the change in methods of accounting for income taxes, postretirement benefits other than pensions and postemployment benefits. The net cumulative effect is not reflected in the 1992 income amounts used in the applicable key ratio calculations presented above. F-1 SEGMENT INFORMATION - ------------------------------------------------------------------------------ The Company has classified its business into the following segments and equity interests: NEWSPAPERS: The New York Times, The Boston Globe, 28 regional newspapers, newspaper wholesalers and a one-half interest in the International Herald Tribune S.A. MAGAZINES: Numerous publications and related activities in the sports/leisure field. BROADCASTING/INFORMATION SERVICES: Five network-affiliated television stations, two radio stations, a news service, a features syndicate, TimesFax and licensing operations of The New York Times databases and microfilm. FOREST PRODUCTS: Equity interests in a newsprint company and a partnership in a supercalendered paper mill that together supply a portion of the Newspaper Group's annual paper requirements. - ------------------------------------------------------------------------------ Dollars in thousands Year Ended December 31 1994 1993 1992 - ------------------------------------------------------------------------------ REVENUES Newspapers $1,968,252 $1,537,934 $1,306,952 Magazines 280,061 394,463 386,120 Broadcasting/Information services 109,250 87,257 80,463 - ------------------------------------------------------------------------------- Total $2,357,563 $2,019,654 $1,773,535 - ------------------------------------------------------------------------------- OPERATING PROFIT (LOSS) Newspapers $ 196,067 $ 114,332 $ 81,173 Magazines 19,204 12,330 9,929 Broadcasting/Information services 25,048 19,403 14,766 Unallocated corporate expenses (29,077) (19,484) (17,460) - ------------------------------------------------------------------------------- Total 211,242 126,581 88,408 Interest expense, net of interest income 28,162 25,375 26,115 Net gain (loss) on dispositions 200,873 -- (53,768) - ------------------------------------------------------------------------------- Income before income taxes and equity in operations of forest products group 383,953 101,206 8,525 Income taxes 173,868 43,231 11,079 - ------------------------------------------------------------------------------- Income (Loss) before equity in operations of forest products group 210,085 57,975 (2,554) Equity in operations of forest products group 3,264 (51,852) (8,718) - ------------------------------------------------------------------------------- INCOME (LOSS) BEFORE NET CUMULATIVE EFFECT OF ACCOUNTING CHANGES $ 213,349 $ 6,123 $ (11,272) - ------------------------------------------------------------------------------- See notes to consolidated financial statements. F-2 SEGMENT INFORMATION - ------------------------------------------------------------------------------ Dollars in thousands Year Ended December 31 1994 1993 1992 - ------------------------------------------------------------------------------ DEPRECIATION AND AMORTIZATION Newspapers $ 135,507 $ 98,957 $ 74,495 Magazines 7,593 18,616 20,628 Broadcasting/Information services 10,373 10,731 12,424 Corporate 784 528 385 - ------------------------------------------------------------------------------ Total $ 154,257 $ 128,832 $ 107,932 - ------------------------------------------------------------------------------ CAPITAL EXPENDITURES Newspapers $ 185,616 $ 71,746 $ 42,675 Magazines 906 3,059 1,888 Broadcasting/Information services 5,619 3,323 1,863 Corporate 794 1,491 903 - ------------------------------------------------------------------------------ Total $ 192,935 $ 79,619 $ 47,329 - ------------------------------------------------------------------------------ IDENTIFIABLE ASSETS AT DECEMBER 31 Newspapers $2,717,945 $2,676,779 $1,321,667 Magazines 91,797 247,723 255,777 Broadcasting/Information services 115,882 113,675 117,679 Corporate 126,574 101,007 160,459 Investment in forest products group 85,433 76,020 139,392 - ------------------------------------------------------------------------------ Total $3,137,631 $3,215,204 $1,994,974 - ------------------------------------------------------------------------------ See notes to consolidated financial statements. Magazine Group amounts for 1994 have been affected by the dispositions of the Women's Magazines Division and the U.K. golf publications (see Note 2). Newspaper Group amounts for 1994 have been affected by the inclusion of The Boston Globe's operations for the entire year, while the 1993 amounts only include its operations from the October 1, 1993 acquisition date (see Note 2). Newspaper Group operating profit for 1993 and 1992 includes charges of $35.4 million and $28.0 million, respectively, for costs related to staff reductions at The New York Times newspaper. Equity in operations of Forest Products Group and investment in Forest Products Group for 1993 reflect an after-tax noncash charge of $47.0 million to write down the Company's investment in Gaspesia. Newspaper Group operating results for 1992 were negatively affected by $21.4 million for labor disruptions and training and start-up costs related to the new production and distribution facility located in Edison, New Jersey ("Edison") for The New York Times newspaper. F-3 MANAGEMENT'S DISCUSSION AND ANALYSIS - -------------------------------------------------------------------------------- Per share amounts in the following Management's Discussion and Analysis are computed on an after-tax basis. RESULTS OF OPERATIONS: 1994 COMPARED WITH 1993 In 1994, the Company reported net income of $213.3 million, or $2.05 per share, compared with $6.1 million, or $.07 per share, in 1993. Exclusive of the special factors described in detail below, annual earnings would have been $1.06 per share in 1994 compared with $.91 per share in 1993. Operating profit for 1994, after excluding the special factors, rose to $211.2 million from $163.1 million in 1993. The improvement in ongoing operations in 1994's annual earnings was due to higher revenues at The New York Times, Regional Newspapers and Broadcasting and the inclusion of The Boston Globe's ("The Globe") operations for the entire year compared with one quarter in 1993. Revenues for 1994 increased to $2.36 billion from $2.02 billion in 1993. The 1994 annual revenues included The Globe for an entire year, but the Women's Magazines and U.K. golf publications only through the first six months. Annual revenues for 1993 included an entire year of revenues from the magazines sold in 1994, but only the fourth-quarter revenues from The Globe. On a comparable basis, excluding revenues attributable to The Globe and the magazines sold, 1994 annual revenues increased by approximately 6 percent over 1993. The growth in 1994 revenues was due to higher revenues in the Newspaper Group and Broadcasting. The Company's costs and expenses after excluding special factors increased to $2.15 billion from $1.86 billion in 1993. The increase was due to the inclusion of The Globe's operations and acquisition amortization expense for the entire year, as well as higher wages and benefits costs throughout the Company offset, in part, by the reduction in expenses associated with the magazines sold. Earnings for 1994 were affected by the following special factors: - $200.9 million net pre-tax gain ($.99 per share) relating to the divestitures of the Women's Magazines Division, U.K. golf publications and a minority interest in Gaspesia Pulp & Paper Company Ltd. ("Gaspesia"), a Canadian newsprint mill. Earnings for 1993 were affected by the following special factors: - $47.0 million after-tax charge ($.56 per share) against equity in operations of the Forest Products Group to write down the Company's investment in Gaspesia. - $35.4 million pre-tax charges ($.23 per share) for severance and related costs resulting from staff reductions at The New York Times newspaper ("The Times"). - $4.4 million unfavorable tax adjustment ($.05 per share) due to a federal corporate income tax rate increase which required the remeasurement of deferred tax balances. - $3.7 million pre-tax costs ($.02 per share) due to a severe snowstorm that disrupted delivery of The Times. - $2.6 million pre-tax gain ($.02 per share) on the sale of assets. Operating profit before depreciation, amortization, interest and income taxes, excluding the net proceeds from the 1994 dispositions, rose significantly to $365.5 million in 1994 from $255.4 million in 1993. The increase was due to improved operating results and the inclusion of The Globe's operations for an entire year in 1994. Interest expense, net of interest income, rose to $28.2 million in 1994 from $25.4 million in 1993. The increase was a result of higher borrowings in connection with stock repurchases and the October 1993 acquisition of The Globe. Exclusive of the taxes related to the 1994 magazine sales and the disposition of Gaspesia, the Company's effective income tax rate for 1994 was 41.7 percent compared with 42.7 percent in 1993. The rates in both years reflect the utilization of capital tax loss carryforwards. A discussion of the Company's financial performance, exclusive of the special factors noted above, follows: Operating profit of the Newspaper Group in 1994 was $196.1 million compared with $150.8 million in 1993. Revenues increased to $1.97 billion in 1994 from $1.54 billion in the prior year. The improvements in 1994 revenues and operating profit were due to a combination of higher advertising and circulation rates, increased advertising volume, and the inclusion of the operations of The Globe for an entire year. The Group was affected by higher newsprint prices in the fourth quarter of 1994, as a result of increased demand for newsprint in the market. These price increases are expected to continue into 1995 and will have an adverse impact on the Group's future operating results. Advertising volume at The Times increased 3.5 percent over 1993 to 3.7 million inches. National, classified and zoned advertising categories experienced increases of 2.1 percent, 4.1 percent and 8.3 percent, respectively. However, retail advertising decreased by 1.1 percent. Circulation of The Times for the year ended December 31, 1994 was 1,142,800 copies weekdays, down 36,200 copies. Sunday circulation for the year was 1,743,900 copies, down 37,300 copies from the prior year. At The Globe, advertising volume for the year 1994 increased 5.3 percent over 1993 to 2.9 million inches. Advertising increased in all categories, especially classified which was up 8.6 percent over 1993. Circulation of The Globe for the year ended December 31, 1994 was 504,500 copies weekdays, approximately equal to the 1993 period, and 804,800 copies Sundays, down 9,700 copies. At the 28 regional newspapers that were in the Group for the entire 1994 and 1993 periods (two weekly newspapers were sold at the end of 1993), advertising volume increased 4.3 percent to 17.1 million inches. Advertising increased in all categories over 1993. Circulation for the daily regional newspapers for the year ended December 31, 1994 was 843,500 copies weekdays, down 7,500 copies, and 851,400 copies Sundays, down 2,300 copies. Circulation for the year was 53,100 copies, down 2,400 copies for the non-dailies. Average circulation for 1994 throughout the Newspaper Group was adversely affected by newsstand and home delivery price increases. F-4 MANAGEMENT'S DISCUSSION AND ANALYSIS (CONTINUED) - -------------------------------------------------------------------------------- Operating profit for the Magazine Group was $19.2 million in 1994, compared with $12.3 million in 1993, on revenues of $280.1 million and $394.5 million, respectively. The decrease in revenues for the year was primarily due to the lack of revenues attributable to the Women's Magazines Division and the U.K. golf publications, which were sold in the third quarter of 1994. In connection with the sale of the Women's Magazines Division, the Company entered into a four-year non-compete agreement for which it received $40.0 million. This amount is being recognized as income, on a straight-line basis, over a four-year period commencing with the closing of the sale on July 26, 1994. The 1994 revenues for the Group included $4.2 million relating to this agreement. Excluding the 1993 and 1994 operations of the Women's Magazines Division, the U.K. golf publications and the non-compete income arising from the Women's sale in 1994, both the revenues and the operating profit of the Sports/Leisure Magazines for 1994 were down somewhat from the comparable period in 1993. This was due primarily to softness in advertising at Golf Digest and Tennis magazines and higher subscription promotion costs. Advertising pages as reported to Publisher's Information Bureau ("PIB") for Golf Digest decreased 2 percent from 1993 to 1,321 pages and for Tennis increased 4 percent from 1993 to 823 pages. The Broadcasting/Information Services Group's operating profit was $25.0 million in 1994, compared with $19.4 million in 1993 on revenues of $109.3 million and $87.3 million, respectively. Higher national and local advertising revenues at the television stations accounted for the improved operating results. Equity in operations of the Forest Products Group (an after-tax amount) was $3.3 million in 1994, compared with a loss of $4.9 million in 1993. The 1994 improvements resulted from the Company no longer needing to record its share of operating losses for Gaspesia as a result of the 1993 write-down. In addition, higher sales prices improved the Group's operating results during the second half of the year and this favorable trend should continue into 1995. - -------------------------------------------------------------------------------- RESULTS OF OPERATIONS: 1993 COMPARED WITH 1992 In 1993, the Company reported net income of $6.1 million, or $.07 per share, compared with a net loss of $44.7 million, or $.57 per share, in 1992. Earnings for 1993 were affected by the following factors: - $47.0 million after-tax charge ($.56 per share) against equity in operations of the Forest Products Group to write down the Company's investment in Gaspesia to its net realizable value. - $35.4 million pre-tax charge ($.23 per share) to cover severance and related costs resulting from anticipated white-collar staff reductions, and voluntary early retirements from the composing room at The New York Times newspaper. - $2.6 million pre-tax gain ($.02 per share) on the sale of assets. - $1.2 million tax expense ($.02 per share) due to the enactment of the Omnibus Budget Reconciliation Act of 1993 ("Tax Act") which increased the federal corporate income tax rate from 34 percent to 35 percent retroactively to January 1, 1993. - $4.4 million tax expense ($.05 per share) due to the Tax Act, which affected the deductibility of certain costs and caused the Company to remeasure its year-end 1992 deferred tax balances to reflect the higher tax rate. - $3.7 million pre-tax ($.02 per share) in unfavorable advertising and circulation rate adjustments due to a severe snowstorm in March that disrupted delivery of The Times. Earnings for 1992 were affected by the following factors: - $33.4 million after-tax charge ($.43 per share) for the adoption as of January 1, 1992, of three mandated non-cash accounting changes related to income taxes, postretirement benefits and postemployment benefits. - $3.1 million pre-tax gain ($.02 per share) on the sales of assets. - $28.0 million pre-tax charge ($.20 per share) to cover severance and related costs for production unions at The Times. - $53.8 million pre-tax loss ($.47 per share) due to the closing of The Gwinnett (Ga.) Daily News, the sale of its residual assets and its 1992 operations. - $10.4 million pre-tax ($.07 per share) for training and start-up costs related to The Times's new production and distribution facility located in Edison, N.J. ("Edison"). - $11.0 million pre-tax ($.08 per share) due to labor disruptions arising from a dispute between independent distributors of The Times and its Drivers' Union. Exclusive of the factors described above for the 1993 and 1992 periods, earnings would have been $.93 per share in 1993 compared with $.66 per share in 1992. Consolidated revenues for 1993 increased to $2.02 billion from $1.77 billion in 1992, due principally to the October 1, 1993 acquisition of The Boston Globe, the June 1992 acquisition of two wholesale newspaper distribution businesses and higher advertising and circulation revenues. Costs and expenses after excluding special items increased to $1.86 billion from $1.64 billion in 1992. The increase was due principally to the October 1993 Globe acquisition, the June 1992 wholesale distribution business acquisition and higher newsprint, depreciation, and payroll and benefit costs. Operating profit after excluding the special factors rose to $163.1 million from $134.7 million in 1992 due principally to higher advertising and circulation revenues in the Newspaper F-5 MANAGEMENT'S DISCUSSION AND ANALYSIS (CONTINUED) - -------------------------------------------------------------------------------- Group, which included the operations of The Globe subsequent to October 1, 1993 and a strong performance by the Company's television stations, which was partially offset by higher newsprint prices and increased depreciation. Interest expense, net of interest income, declined to $25.4 million in 1993 from $26.1 million in 1992. Lower levels of borrowings through the first half of 1993 were partly offset by increased borrowings in connection with the Company's stock repurchase program (Note 12) and the utilization of cash balances in connection with the October 1, 1993 acquisition of The Globe. The Company's effective income tax rate for 1993 was 42.7 percent compared with 44.5 percent in 1992, exclusive of the effect of the Gwinnett transaction. The lower rate is due principally to the recognition of capital loss carryforwards and state operating loss carryforwards, which were partially offset by the negative impact of the Tax Act. A discussion of the operating results of the Company's segments and equity interests follows: Exclusive of the special pre-tax items ($36.5 million in 1993 and $47.9 million in 1992), operating profit of the Newspaper Group was $150.8 million compared with $129.1 million in 1992 on revenues of $1.54 billion and $1.31 billion, respectively. Improvements in revenues were due to higher advertising and circulation rates, principally at The Times, the June 1992 acquisition of two wholesale newspaper distribution businesses and the October 1, 1993 acquisition of The Globe. The higher operating profit resulted principally from the inclusion of the results of The Globe since the October 1, 1993 acquisition date, higher advertising and circulation revenues, cost controls throughout the Group and cost savings related to Edison, which were partly offset by advertising weakness at the Company's two California regional newspapers, increased depreciation and start-up and redesign costs related to certain sections of The Times. Advertising linage at The Times increased 1.0 percent over 1992 to 77.8 million lines. Retail advertising rose 4.9 percent over 1992 while national and classified advertising declined 2.4 percent and 4.1 percent, respectively. Circulation of The Times for the year ended December 31, 1993 was 1,179,000 copies weekdays, approximately equal to the 1992 period. Sunday circulation of 1,781,200 copies reached a record high, up 17,100 copies over the prior year. At The Globe, full-run advertising volume for the year 1993 increased 4.0 percent over 1992 to 2.5 million inches. Retail and classified advertising increased 9.9 percent and 2.6 percent, respectively, over 1992, but national advertising declined 1.6 percent. Circulation of The Globe for the year ended December 31, 1993 was 504,600 copies weekdays, down 3,300 copies, and 814,500 copies Sundays, up 2,700 copies. At the 30 regional newspapers that were in the Group for the entire 1993 and 1992 periods (two weekly newspapers were sold at the end of 1993), advertising volume increased 3.9 percent to 35.2 million inches. The 1993 amount includes a significantly higher volume of advertising inserts. Circulation for the daily regional newspapers for the year ended December 31, 1993 was 851,000 copies weekdays, up 4,500 copies, and 853,700 copies Sundays, up 9,200 copies. Circulation for the non-dailies was 72,700 copies, down 500 copies. The Magazine Group's operating profit was $12.3 million in 1993 compared with $9.9 million in 1992 on revenues of $394.5 million and $386.1 million, respectively. Exclusive of the amortization costs associated with the acquisitions of McCall's and Golf World (U.S.), the Group's operating profit was $25.4 million in both years. Results for 1993 were adversely affected by an August 1993 lawsuit settlement of $1.5 million. In addition, continuing softness in the consumer packaged goods category in the women's magazines field affected the Group adversely in 1994. Advertising pages as reported to PIB for Golf Digest increased 1 percent from 1992 to 1,344 pages; for Tennis, increased 4 percent from 1992 to 795 pages; for Family Circle, decreased 9 percent from 1992 to 1,570 pages; and for McCall's, decreased 5 percent from 1992 to 1,138 pages. The Broadcasting/Information Services Group operating profit was $19.4 million compared with $14.8 million in 1992 on revenues of $87.3 million and $80.5 million, respectively. Higher local advertising revenues at the Company's television stations accounted for the improved results. Exclusive of the $47.0 million noncash charge to write down the Company's investment in Gaspesia, equity in operations (an after-tax amount) of the Forest Products Group was a loss of $4.9 million compared with a loss of $8.7 million in 1992. The 1993 results were adversely affected by $0.6 million resulting from the impact of the Tax Act. Lower newsprint discounts and a favorable Canadian exchange rate accounted for the improved results. Higher newsprint discounts, which were effective October 1, 1993, negatively affected the Group during the fourth quarter and into 1994. All of the Company's paper mills were affected by pricing difficulties in 1993. Newsprint prices showed some strengthening during the second and third quarters, but they resumed their decline in October and were at their lowest point at year-end. This trend continued into the first quarter of 1994 as prices fell further in January, where they remained stable until mid-1994. Newsprint prices began to increase in the third and fourth quarters of 1994. The Forest Products Group write-down resulted from the softening of paper prices due to continuing oversupply, as well as high costs and required regulatory environmental expenditures (estimated to be $25.0 million) at Gaspesia. In measuring the write-down, the Company projected the future cash flows of the mills, including the required capital expenditures, and determined that the value of Gaspesia's cash flows was less than the carrying value of the Company's investment. Due in part to this write-down, the Company reported an improvement in 1994's equity in operations, since it was not required to record its interest in the operations of Gaspesia. F-6 MANAGEMENT'S DISCUSSION AND ANALYSIS (CONTINUED) - -------------------------------------------------------------------------------- LIQUIDITY AND CAPITAL RESOURCES Net cash provided by operating activities of $181.6 million was used primarily to repurchase shares of the Company's Class A Common Stock, to modernize facilities and equipment, and to pay dividends to stockholders. The decrease in net cash provided by operating activities from 1993 is due primarily to an increase in estimated income taxes paid, which were associated with the gains on the sales of the magazines in 1994. Exclusive of the estimated taxes paid related to the magazine sales, the net cash provided by operating activities would have been $295.1 million. The ratio of current assets to current liabilities was .91 at December 31, 1994, compared with .89 at December 31, 1993, and long-term debt and capital lease obligations as a percentage of total capitalization was 25 percent at December 31, 1994, compared with 22 percent at December 31, 1993. In 1994, the Company fully expended all of the $150.0 million authorized under the stock repurchase program announced in October 1993. In October 1994, the Company announced additional authorized expenditures of up to $100.0 million for repurchases of its Class A Common Stock. Under these programs, purchases may be made from time to time either in the open market or through private transactions. The number of shares that may be purchased in market transactions may be limited as a result of The Globe transaction. Purchases may be suspended from time to time or discontinued. Through December 31, 1994, under the two programs, the Company has repurchased approximately 10,074,000 shares of its Class A Common Stock at an average effective price of $23.42 per share. In January 1995, the Company repurchased approximately 397,000 shares of its Class A Common Stock at an average effective price of $22.32 per share under the $100.0 million authorization. The Company has expended substantially all of this authorization. In February 1995, the Company's Board of Directors authorized additional expenditures of up to $50.0 million for repurchases of its Class A Common Stock. In July 1994, the Company's Board of Directors approved the construction of a new production and distribution facility in College Point, New York, for the production of The Times. The Company estimates that the cost of the new facility will be approximately $315.0 million, exclusive of capitalized interest currently projected to be $45.0 million. Construction began in August 1994 and completion is expected in the second half of 1997. While the new facility will replace The Times's Manhattan production and distribution facility, business and news operations will remain at the Manhattan building. No write-down is anticipated as a result of the discontinuance of production at the Manhattan facility. The Company currently estimates that, exclusive of the College Point facility, capital expenditures for 1995 will range from $120.0 million to $150.0 million. In February 1994, the sale of a partnership (BPI Communications, L.P.) in which the Company had a one-third interest was completed. In 1994, the Company received approximately $55.0 million, which was primarily utilized to repay notes payable. During the 1994 third quarter, the Company completed the sale of its Women's Magazines Division and U.K. golf publications (See Note 2). The net after-tax proceeds, including transaction costs and payments received under a non-compete agreement, totaling approximately $160.0 million, were used for general corporate purposes, including the repayment of debt and the repurchase of the Company's Class A Common Stock. In connection with the 1991 divestiture of a jointly-owned affiliate, Spruce Falls Power and Paper Company Limited, the Company has fulfilled its commitment to lend up to $26.5 million (C$30.0 million) to the new owners of the mill. Under the terms of the loan, the five-year repayment period is not scheduled to commence until December 1997. The Company expects the former affiliate to fulfill its contractual obligation as stipulated in the loan agreement. In connection with the 1993 charges totaling $35.4 million for staff reductions (see Note 3), approximately $16.5 million has been disbursed. The Company has committed the remaining funds. As a result of the timing of certain union pension and welfare fund contributions, the remaining cash outflows associated with these charges are expected to occur over the next two years. The Company does not anticipate that its ongoing business operations will be affected by this reduction of staff and expects to fund these charges through internally-generated funds. In May 1993, the Financial Accounting Standards Board ("FASB") issued Statement No. 114 - Accounting by Creditors for Impairment of a Loan ("SFAS 114"). SFAS 114 requires that impaired loans be measured based on the present value of expected future cash flows discounted at the loans' effective interest rate. In October 1994, the FASB issued Statement No. 118 - Accounting by Creditors for Impairment of a Loan-Income Recognition and Disclosures ("SFAS 118"). SFAS 118 amends SFAS 114 and allows a creditor to use existing methods for recognizing interest income on an impaired loan. These statements are effective for fiscal years ended after December 15, 1994. The Company does not believe operations will be affected by the adoption of SFAS 114 and SFAS 118. The Company has only limited involvement with derivative financial instruments and does not use them for trading purposes. The Company has an interest rate swap agreement with a major financial institution to manage interest costs on $50.0 million of notes due in July 1995. The swap agreement converted a 9.34 percent fixed interest rate to an effective interest rate of 7.73 percent in 1994. The Company has on file a shelf registration with the Securities and Exchange Commission that permits the issuance of up to $400.0 million of unsecured senior debt securities. The Company intends to use the net proceeds from the sale of any of these securities for general corporate purposes, which may include repayment of debt and possible future acquisitions. In December 1994, the Company entered into forward interest rate swaps to hedge against interest rate increases for the period prior to the issuance of debt. Gains or losses on these transactions are deferred and amortized as an adjustment to interest expense F-7 MANAGEMENT'S DISCUSSION AND ANALYSIS (CONCLUDED) - -------------------------------------------------------------------------------- commencing with the issuance of debt. At December 31, 1994, the Company had hedged approximately $20.0 million of anticipated first-quarter borrowings. The carrying value of such swap agreements approximated the year-end fair value and, accordingly, no deferred gains or losses were recorded. Subsequent to year-end, the Company entered into forward interest rate swaps which hedged an additional $130.0 million of first-quarter anticipated borrowings. In total, these swaps fix the ten-year treasury rate used to determine the Company's interest rate at 7.8 percent on $150 million of anticipated borrowings. In December 1994, the Company established a $200.0 million commercial paper program. Borrowings are in the form of unsecured notes sold at a discount with maturities of up to 270 days. As of December 31, 1994, $60.7 million of such notes were outstanding. In addition to cash provided from operating activities, the Company has several established sources for future liquidity purposes, including several revolving credit and term loan agreements. At December 31, 1994, $170.0 million was available for borrowing by the Company under these agreements. These revolving credit and term loan agreements and the unsecured senior debt securities available under the shelf registration allow for the Company's classification of $273.5 million of debt as long-term. The Company intends to refinance these obligations on a long-term basis through the issuance of debt. The Company anticipates that during 1995, cash for operating, investing and financing activities will continue to come from a combination of internally-generated funds and external financing. F-8 CONSOLIDATED STATEMENTS OF OPERATIONS - -------------------------------------------------------------------------------- Dollars and shares in thousands except per share data Year Ended December 31 1994 1993 1992 - -------------------------------------------------------------------------------- REVENUES Advertising $1,656,999 $1,399,042 $1,254,764 Circulation 545,854 473,971 419,454 Other 154,710 146,641 99,317 - -------------------------------------------------------------------------------- Total 2,357,563 2,019,654 1,773,535 - -------------------------------------------------------------------------------- COSTS AND EXPENSES Production costs Raw materials 304,360 280,531 250,575 Wages and benefits 529,701 437,528 388,403 Other 428,663 418,554 365,651 - -------------------------------------------------------------------------------- Total 1,262,724 1,136,613 1,004,629 Selling, general and administrative expenses 883,597 756,460 680,498 - -------------------------------------------------------------------------------- Total 2,146,321 1,893,073 1,685,127 - -------------------------------------------------------------------------------- OPERATING PROFIT 211,242 126,581 88,408 Interest expense, net of interest income 28,162 25,375 26,115 Net gain (loss) on dispositions 200,873 -- (53,768) - -------------------------------------------------------------------------------- Income before income taxes and equity in operations of forest products group 383,953 101,206 8,525 Income taxes 173,868 43,231 11,079 - -------------------------------------------------------------------------------- Income (Loss) before equity in operations of forest products group 210,085 57,975 (2,554) Equity in operations of forest products group 3,264 (51,852) (8,718) - -------------------------------------------------------------------------------- Income (Loss) before net cumulative effect of accounting changes 213,349 6,123 (11,272) Net cumulative effect of accounting changes -- -- (33,437) - -------------------------------------------------------------------------------- NET INCOME (LOSS) $ 213,349 $ 6,123 $ (44,709) - -------------------------------------------------------------------------------- Average number of common shares outstanding 104,070 84,459 78,534 Per share of common stock Income (Loss) before net cumulative effect of accounting changes $ 2.05 $ .07 $ (.14) Net cumulative effect of accounting changes -- -- (.43) Net income (loss) 2.05 .07 (.57) Dividends .56 .56 .56 - -------------------------------------------------------------------------------- See notes to consolidated financial statements. F-9 CONSOLIDATED BALANCE SHEETS - ------------------------------------------------------------------------------- December 31 1994 1993 - ------------------------------------------------------------------------------- ASSETS Dollars in thousand - ------------------------------------------------------------------------------- CURRENT ASSETS Cash and short-term investments (at cost which approximates market: 1994, $14,255,000; 1993, $27,744,000) $ 41,419 $ 42,058 Accounts receivable (net of allowances: 1994, $28,157,000; 1993, $43,507,000) 247,750 264,218 Inventories 30,545 47,271 Deferred subscription costs 10,659 32,597 Other current assets 81,401 107,009 - ------------------------------------------------------------------------------- Total current assets 411,774 493,153 - ------------------------------------------------------------------------------- INVESTMENT IN FOREST PRODUCTS GROUP 85,433 76,020 - ------------------------------------------------------------------------------- PROPERTY, PLANT AND EQUIPMENT (at cost) Land 62,945 65,839 Buildings, building equipment and improvements 629,152 650,186 Equipment 908,630 874,479 Construction and equipment installations in progress 218,041 93,007 - ------------------------------------------------------------------------------- Total 1,818,768 1,683,511 Less accumulated depreciation 660,017 571,487 - ------------------------------------------------------------------------------- Total property, plant and equipment - net 1,158,751 1,112,024 - ------------------------------------------------------------------------------- INTANGIBLE ASSETS ACQUIRED Costs in excess of net assets acquired 1,391,250 1,383,582 Other intangible assets acquired 160,747 227,377 - ------------------------------------------------------------------------------- Total 1,551,997 1,610,959 Less accumulated amortization 172,531 190,006 - ------------------------------------------------------------------------------- Total intangible assets acquired - net 1,379,466 1,420,953 - ------------------------------------------------------------------------------- MISCELLANEOUS ASSETS 102,207 113,054 - ------------------------------------------------------------------------------- Total $3,137,631 $3,215,204 - ------------------------------------------------------------------------------- See notes to consolidated financial statements. F-10 - ------------------------------------------------------------------------------ December 31 1994 1993 - ------------------------------------------------------------------------------ LIABILITIES AND STOCKHOLDERS' EQUITY Dollars in thousands - ------------------------------------------------------------------------------- CURRENT LIABILITIES Accounts and notes payable $121,504 $177,742 Payrolls 67,012 71,256 Accrued expenses 182,338 171,515 Unexpired subscriptions 77,697 130,627 Current portion of capital lease obligations 2,681 2,590 - ------------------------------------------------------------------------------- Total current liabilities 451,232 553,730 - ------------------------------------------------------------------------------- OTHER LIABILITIES Long-term debt 473,530 413,581 Capital lease obligations 49,666 46,482 Deferred income taxes 176,588 196,875 Other 441,323 403,869 - ------------------------------------------------------------------------------- Total other liabilities 1,141,107 1,060,807 - ------------------------------------------------------------------------------- STOCKHOLDERS' EQUITY 5 1/2 percent cumulative prior preference stock of $100 par value - authorized 110,000 shares; outstanding: 1994, 17,530 shares and 1993, 17,837 shares 1,753 1,784 Serial preferred stock of $1 par value - authorized 200,000 shares - none issued -- -- Common stock of $.10 par value Class A - authorized 200,000,000 shares; issued: 1994, 108,052,347 shares; 1993, 107,678,024 shares (including treasury shares: 1994, 10,242,381; 1993, 1,251,573) 10,805 10,768 Class B, convertible - authorized 600,000 shares; issued: 1994, 570,121 shares; 1993, 571,624 (including treasury shares: 1994 and 1993, 139,943) 57 57 Additional capital 597,860 599,758 Earnings reinvested in the business 1,179,715 1,022,958 Common stock held in treasury, at cost (244,898) (34,658) - ------------------------------------------------------------------------------- Total stockholders' equity 1,545,292 1,600,667 - ------------------------------------------------------------------------------- Total $3,137,631 $3,215,204 - -------------------------------------------------------------------------------- See notes to consolidated financial statements. F-11 CONSOLIDATED STATEMENTS OF CASH FLOWS - -------------------------------------------------------------------------------- Dollars in thousands Year Ended December 31 1994 1993 1992 - -------------------------------------------------------------------------------- CASH PROVIDED (USED): OPERATING ACTIVITIES Income (Loss) before net cumulative effect of accounting changes $213,349 $6,123 $(11,272) Adjustments to reconcile income (loss) before net cumulative effect of accounting changes to net cash provided by operating activities Depreciation 104,624 89,274 69,880 Amortization 49,633 39,558 38,052 Equity in operations of forest products group - net (3,240) 52,311 943 Cash distributions and dividends from forest products group 8,224 -- 6,775 Net (gain) loss on dispositions (200,873) -- 53,768 Proceeds from non-compete agreement 40,000 -- -- Deferred income taxes (33,732) (37,901) (18,216) (Increase) Decrease in receivables - net (18,573) (21,636) 430 (Increase) Decrease in inventories (4,035) 10,799 (10,707) (Increase) Decrease in deferred subscription costs and other current assets (17,820) 4,749 1,078 Increase (Decrease) in accounts payable 17,481 (41,429) 15,216 (Decrease) Increase in payrolls and accrued expenses (6,359) 64,823 5,405 Increase in unexpired subscriptions 18,027 11,196 4,342 Other - net 14,879 15,491 290 - -------------------------------------------------------------------------------- Net cash provided by operating activities 181,585 193,358 155,984 - -------------------------------------------------------------------------------- INVESTING ACTIVITIES Net proceeds on sale of BPI Communications, L.P. 55,367 -- -- Net proceeds from dispositions 243,776 -- 68,000 Businesses acquired, net of cash acquired -- (134,384) (23,091) Additions to property, plant and equipment (186,203) (75,738) (47,068) Purchases of marketable securities (88,358) (65,077) -- Proceeds from sales of marketable securities 88,358 65,077 -- Other investing proceeds 7,725 944 4,985 Other investing payments (8,505) (16,986) (8,629) - -------------------------------------------------------------------------------- Net cash provided by (used in) investing activities 112,160 (226,164) (5,803) - -------------------------------------------------------------------------------- FINANCING ACTIVITIES Short-term borrowing - net (1,935) 62,340 -- Long-term obligations Increase -- 200,000 -- Reduction (5,113) (5,510) (63,847) Capital shares Issuance 2,577 1,829 1,906 Repurchase (232,815) (255,222) -- Dividends paid to stockholders (58,287) (47,076) (54,935) Other financing proceeds 1,189 -- -- - -------------------------------------------------------------------------------- Net cash used in financing activities (294,384) (43,639) (116,876) - -------------------------------------------------------------------------------- Net (decrease) increase in Cash and short-term investments (639) (76,445) 33,305 Cash and short-term investments at the beginning of the year 42,058 118,503 85,198 - -------------------------------------------------------------------------------- Cash and short-term investments at the end of the year $ 41,419 $ 42,058 $ 118,503 - -------------------------------------------------------------------------------- See notes to consolidated financial statements and supplemental disclosures to consolidated statements of cash flows. F-12 SUPPLEMENTAL DISCLOSURES TO CONSOLIDATED STATEMENTS OF CASH FLOWS - -------------------------------------------------------------------------------- Dollars in thousands Year Ended December 31 1994 1993 1992 - -------------------------------------------------------------------------------- NONCASH INVESTING AND FINANCING TRANSACTIONS Capital lease assets and obligations incurred $ 5,990 $ 338 $ 668 =========== =========== ========== Businesses acquired Fair value of assets acquired $1,257,029 $34,462 Liabilities assumed (229,000) (11,371) Liabilities incurred, net of payments (18,744) -- Common stock issued (874,901) -- ----------- ----------- Net cash paid $134,384 $23,091 =========== =========== Issuance of common shares $21,723 $18,188 $17,965 =========== =========== =========== CASH FLOW INFORMATION Cash payments during the year for Interest (net of amount capitalized) $36,320 $26,861 $28,486 =========== =========== =========== Income taxes $220,973 $55,327 $36,776 =========== =========== =========== - -------------------------------------------------------------------------------- The increase in income taxes paid (and corresponding decrease in net cash provided by operating activities) is in large part due to an increase in estimated income tax payments of approximately $113,500,000 related to the net gain on dispositions in 1994. Under Financial Accounting Standards Board ("FASB") Statement No. 95, "Statement of Cash Flows," all income tax payments are included in determining net cash flow from operating activities, but the net cash received from the dispositions must be reported as an investing cash flow. F-13
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - ------------------------------------------------------------------------------------------------------------------------------------ Dollars in thousands except per share data Capital Stock ------------------------------------ Common 5 1/2 % Class A Class B Earnings Stock Preference Common Common Reinvested Held in ------------------------------------ Additional in the Treasury, Capital Business at cost - ------------------------------------------------------------------------------------------------------------------------------------ BALANCE, JANUARY 1, 1992 $1,784 $8,770 $57 $178,080 $1,158,977 $(272,442) - ------------------------------------------------------------------------------------------------------------------------------------ Net loss (44,709) - ------------------------------------------------------------------------------------------------------------------------------------ Dividends, preference - $5.50 per share (98) Dividends, common - $.56 per share (43,987) - ------------------------------------------------------------------------------------------------------------------------------------ Issuance of shares: Retirement units, etc. - 19,576 Class A shares from treasury (491) 524 Employee stock purchase plan - 1,069,743 Class A shares 1 (16,432) 34,311 Stock options - 252,435 Class A shares 34 3,771 (1,900) Stock conversions - 600 shares -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Foreign currency translation (4,836) - ------------------------------------------------------------------------------------------------------------------------------------ BALANCE, DECEMBER 31, 1992 1,784 8,805 57 164,928 1,065,347 (239,507) - ------------------------------------------------------------------------------------------------------------------------------------ Net income 6,123 - ------------------------------------------------------------------------------------------------------------------------------------ Dividends, preference - $5.50 per share (98) Dividends, common - $.56 per share (47,003) - ------------------------------------------------------------------------------------------------------------------------------------ Issuance of shares: The Globe acquisition - 36,397,313 Class A shares 1,940 432,624 440,337 Retirement units, etc. - 10,877 Class A shares from treasury 123 339 Employee stock purchase plan - 819,166 Class A shares (2,612) 20,329 Stock options - 185,611 Class A shares 23 4,695 (934) Stock conversions - 180 shares -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Purchase of company stock: 10,260,900 Class A shares (255,222) - ------------------------------------------------------------------------------------------------------------------------------------ Foreign currency translation (1,411) - ------------------------------------------------------------------------------------------------------------------------------------ BALANCE, DECEMBER 31, 1993 1,784 10,768 57 599,758 1,022,958 (34,658) - ------------------------------------------------------------------------------------------------------------------------------------ Net income 213,349 - ------------------------------------------------------------------------------------------------------------------------------------ Dividends, preference - $5.50 per share (97) Dividends, common - $.56 per share (58,190) - ------------------------------------------------------------------------------------------------------------------------------------ Issuance of shares: Retirement units, etc. - 10,889 Class A shares from treasury (128) 271 Employee stock purchase plan - 1,191,323 Class A shares 2 (7,237) 29,119 Stock options - 223,700 Class A shares 35 6,928 (3,385) Stock conversions - 1,503 shares -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Purchase of company stock: 10,043,900 Class A shares (236,245) 307 5 1/2 percent preference shares (31) 10 Proceeds from the sale of put options 1,189 Equity put option obligations (2,660) - ------------------------------------------------------------------------------------------------------------------------------------ Foreign currency translation 1,695 - ------------------------------------------------------------------------------------------------------------------------------------ BALANCE, DECEMBER 31, 1994 $1,753 $10,805 $57 $597,860 $1,179,715 $(244,898) - ------------------------------------------------------------------------------------------------------------------------------------
See notes to consolidated financial statements. F-14 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES PRINCIPLES OF CONSOLIDATION. The consolidated financial statements include the accounts of The New York Times Company and all subsidiaries (the "Company") after elimination of intercompany items. INVENTORIES. Inventories are stated at the lower of cost or current market value. Inventory cost generally is based on the last-in, first-out ("LIFO") method for newsprint and magazine paper and the first-in, first-out ("FIFO") method for other inventories. INVESTMENTS. Investments in which the Company has at least a 20 percent but not more than 50 percent interest are accounted for under the equity method. PROPERTY, PLANT AND EQUIPMENT. Property, plant and equipment is stated at cost, and depreciation is computed by the straight-line method over estimated service lives. The Company capitalizes interest costs as part of the cost of constructing major facilities and equipment. INTANGIBLE ASSETS ACQUIRED. Costs in excess of net assets acquired consist of excess costs of businesses acquired over values assigned to their net tangible assets and other intangible assets. The Company evaluates periodically whether there has been a permanent impairment in any of its intangible assets, inclusive of goodwill. The major factors which are considered in such valuation include the cash flow and operating profit from the operations of the acquired business, and any contemplated long-term strategies which might affect the viability of such business. The excess costs which arose from acquisitions after October 31, 1970 are being amortized by the straight-line method principally over 40 years. The remaining portion of such excess, which arose from acquisitions before November 1, 1970 (approximately $13,000,000), is not being amortized since in the opinion of management there has been no diminution in value. Other intangible assets acquired consist principally of advertiser and subscriber relationships which are being amortized over the remaining lives, ranging from 5 to 40 years. The general policy of 5 to 40 years relates to all intangible assets with the life of 5 years used for various software licenses and lives of 40 years used for mastheads on various acquired properties. SUBSCRIPTION REVENUES AND COSTS. Proceeds from subscriptions and related costs, principally agency commissions, are deferred at the time of sale and are included in the Consolidated Statements of Operations on a pro rata basis over the terms of the subscriptions. FOREIGN CURRENCY TRANSLATION. The assets and liabilities of foreign companies are translated at the year-end exchange rates. Results of operations are translated at the average rates of exchange in effect during the year. The resultant translation adjustment is included as a component of stockholders' equity. EARNINGS PER SHARE. Earnings per share is computed after preference dividends and is based on the weighted average number of shares of Class A and Class B Common Stock outstanding during each year. The effect of shares issuable under the Company's Incentive Plans (see Note 11), including stock options, is not material and therefore excluded from the computation. CASH AND SHORT-TERM INVESTMENTS. For purposes of the Consolidated Statements of Cash Flows, the Company considers all highly liquid debt instruments purchased with maturities of three months or less to be cash equivalents. The Company has overdraft positions at certain banks caused by outstanding checks. These overdrafts have been reclassified to accounts payable. DERIVATIVES. The Company has interest rate swap agreements with major financial institutions that are used to manage exposure to fluctuations in interest rates. The Company is exposed to credit losses in the event of nonperformance by the counterparties to its interest rate swap agreements. The credit standings of counterparties are monitored and the Company does not anticipate nonperformance. - -------------------------------------------------------------------------------- 2. ACQUISITIONS/DIVESTITURES In December 1994, the Company divested its minority interest in Gaspesia Pulp & Paper Company Ltd. ("Gaspesia"), a Canadian newsprint mill. The Company's 49 percent interest was transferred to Abitibi-Price, Inc., the majority owner. In connection with the transfer, a pre-tax charge of approximately $3,100,000 ($.02 per share) was recorded. In 1993, the Company wrote down its investment in Gaspesia by $47,000,000 ($.56 per share) to reflect its net realizable value. In July and August 1994, the Company completed the sales of its Women's Magazines Division and U.K. golf publications, respectively. These transactions resulted in a pre-tax gain of approximately $204,000,000 ($1.01 per share). In connection with the sale of the Women's Magazines Division, the Company entered into a four-year non-compete agreement, for which it received $40,000,000. This amount is being recognized as operating income, on a straight-line basis, over a four-year period commencing with the closing of the sale on July 26, 1994. On October 1, 1993, pursuant to an Agreement and Plan of Merger dated June 11, 1993, as amended as of August 12, 1993 (the "Agreement"), a wholly-owned subsidiary of the Company was merged with Affiliated Publications, Inc., the parent company of The Boston Globe ("The Globe"), which became a wholly-owned subsidiary of the Company. The transaction was accounted for as a purchase and, accordingly, The Globe's operations have been included in the Company's consolidated financial statements beginning October 1, 1993, the date the transaction closed. The acquisition had a net cost of approximately $1,028,000,000. Under the Merger F-15 Agreement the Company exchanged cash of approximately $160,000,000 for 15 percent of The Globe's common stock with the remainder of the consideration paid by the exchange of approximately 36,400,000 shares of the Company's Class A Common Stock valued at $24.03 per share. The purchase resulted in increases in costs in excess of net assets acquired of approximately $850,000,000 (which is being amortized by the straight-line method over 40 years); other intangible assets acquired of $161,000,000 (which consist principally of advertiser and subscriber relationships which are being amortized by the straight-line method over an average period of 33 years); and property, plant and equipment of $246,000,000. Net liabilities assumed as a result of the transaction totaled approximately $229,000,000. Pro forma operating results for the year ended December 31, 1993, had the transaction occurred at the beginning of that period are as follows: revenues of $2,335,985,000; net income of $1,178,000; and net income per share of $.01. Pro forma operating results for the year ended December 31, 1994, had the magazines sales occurred as of January 1, 1993 are as follows: revenues of $2,231,942,000; net income of $115,518,000; and net income per share of $1.11. Pro forma operating results for the year ended December 31, 1993, had the magazine sales and The Globe transaction occurred at the beginning of that period are as follows: revenues of $2,097,828,000; net income of $14,009,000; and net income per share of $.13. The above pro forma results are not necessarily indicative of the combined results that would have occurred had the sales and the merger taken place as of the beginning of the periods provided, nor necessarily indicative of results that may be achieved in the future. The gain on the sales is not included in the above pro forma operating results. In February 1994, the sale of BPI Communications, L.P.("BPI"), a partnership in which the Company acquired a one-third interest through the 1993 acquisition of The Globe, was completed. The Company received approximately $55,000,000 in 1994 from the sale. For financial reporting purposes, no gain or loss was recognized on the sale. The investment in BPI of $55,000,000 was included in other current assets on the accompanying Consolidated Balance Sheets at December 31, 1993. On December 31, 1993, the Company sold two weekly newspapers and recognized a pre-tax gain of $2,600,000, or $.02 per share, on the transaction. In September 1992, the Company closed The Gwinnett (Ga.) Daily News and sold the residual assets. The closing, related sale and its 1992 operations resulted in a pre-tax loss of approximately $53,768,000 ($37,113,000 after taxes or $.47 per share). The newspaper had not earned a profit since its acquisition in 1987, but its annual operating losses were not material. In June 1992, the Company acquired two wholesale newspaper distribution businesses that distribute The New York Times and other newspapers and periodicals in New York City and central and northern New Jersey. The acquisition was accounted for as a purchase; accordingly, the operating results have been included in the consolidated financial statements from the date of the acquisition. The cost of the acquisition was approximately $34,500,000, of which $23,091,000 was paid in cash with the remainder representing net liabilities assumed. The purchase resulted in an increase in intangible assets acquired of $34,462,000. In connection with the divestiture of a newsprint mill in 1991, the Company made a loan commitment of up to $26,500,000 (C$30,000,000) to the new owners of the mill. At December 31, 1994, the commitment was fully funded. Interest on the outstanding balance is payable quarterly at annual rates ranging from 4 to 10 percent. Commencing in December 1997, the borrowings outstanding at December 1996 are payable annually over a five-year period in 20 percent increments. The Company expects the obligation to be satisfied as stipulated in the loan commitment. - -------------------------------------------------------------------------------- 3. VOLUNTARY STAFF REDUCTIONS AND UNION NEGOTIATIONS The Company has completed its negotiations of long-term labor agreements with all of its unions at The New York Times ("The Times") and they extend to the year 2000. These agreements encompass wages, payments to the unions' benefits and pension funds, job security and financial incentives. The agreements apply to all of The Times's current and new production and distribution facilities. In connection with these agreements, the Company recorded pre-tax charges in 1993 totaling $35,400,000, or $.23 per share, for severance and related costs resulting from anticipated white-collar staff reductions (approximately $30,000,000) and voluntary early retirements from the composing room (approximately $5,400,000) at The Times. The Company recorded two pre-tax charges ($28,000,000, or $.20 per share, in 1992 and $30,000,000, or $.22 per share, in 1989) for voluntary production union staff reductions at The Times related to the opening of Edison (see Note 8), the further automation of newspaper production in the composing room and the announced closing of Carlstadt. In 1991 the Company recorded a $20,000,000 before-tax charge ($.15 per share) for severance and related costs resulting from a voluntary termination benefits program for approximately 160 employees at The Times, most of whom were members of The Newspaper Guild of New York. At December 31, 1994 and 1993, approximately $23,700,000 and $40,000,000, respectively, are included in accrued expenses in the accompanying Consolidated Balance Sheets, which represents the unpaid balance of the pre-tax charges. The Company has committed the remaining funds. The remaining cash flows associated with these charges are expected to occur over the next two years due to the timing of certain union pension and welfare fund contributions. F - 16 - -------------------------------------------------------------------------------- 4. INVESTMENT IN FOREST PRODUCTS GROUP The Company has equity interests in a Canadian newsprint company, Donohue Malbaie, Inc. ("Malbaie"), and in a partnership operating a supercalendered paper mill in Maine, Madison Paper Industries ("Madison"). The equity interest in Malbaie represents a 49 percent ownership interest. The Company and Myllykoski Oy, a Finnish paper manufacturing company, are partners through subsidiary companies in Madison. The partners' interests in the net assets of Madison at any time will depend on their capital accounts, as defined, at such time. Through an 80 percent-owned subsidiary, the Company's share of Madison's profits and losses is 40 percent. In December 1994, the Company divested its minority interest in Gaspesia, which was written down to its net realizable value in 1993 (see Note 2). Loans and contributions to Madison by the 80 percent-owned subsidiary of the Company totaled $1,523,000, $1,279,000 and $1,337,000, respectively, in 1994, 1993 and 1992. At December 31, 1993, the Company recorded a distribution receivable from Malbaie of $8,224,000, which is included in other current assets on the Company's Consolidated Balance Sheets at such date. The Company received payment of the receivable in 1994. No other distributions were received from Malbaie in 1994, 1993 or 1992. The Company's share of undistributed earnings of Malbaie aggregated approximately $4,882,000 and $3,975,000 at December 31, 1994 and 1993, respectively. No loans or contributions were made to Malbaie in 1994, 1993 or 1992. Condensed combined balance sheets of the Forest Products Group, which exclude Gaspesia at December 31, 1994, are as follows: - -------------------------------------------------------------------------------- Condensed Combined Balance Sheets of Forest Products Group - -------------------------------------------------------------------------------- Dollars in thousands - -------------------------------------------------------------------------------- December 31 1994 1993 - -------------------------------------------------------------------------------- Current assets $66,280 $87,984 Less current liabilities 33,027 75,073 - -------------------------------------------------------------------------------- Working capital 33,253 12,911 Fixed assets, net 236,961 345,413 Long-term debt (62,355) (71,528) Deferred income taxes (103,756) (102,752) - -------------------------------------------------------------------------------- Net assets $104,103 $184,044 - -------------------------------------------------------------------------------- At December 31, 1994, long-term debt of the Forest Products Group (exclusive of $11,300,000 due within one year) matures as follows: 1996, $47,347,000; 1997, $500,000; 998, $14,408,000; and 1999, $100,000. The maturities of a substantial portion of the debt may be accelerated if cash flow, as defined, exceeds certain levels. None of the Forest Products Group's debt is guaranteed by the Company. Condensed combined statements of operations of the Forest Products Group, which exclude the operations of Gaspesia subsequent to the write-down at December 31, 1993, are as follows: - -------------------------------------------------------------------------------- Condensed Combined Statements of Operations of Forest Products Group - -------------------------------------------------------------------------------- Dollars in thousands - -------------------------------------------------------------------------------- Year Ended December 31 1994 1993 1992 - -------------------------------------------------------------------------------- Net sales and other income $189,805 $254,324 $266,451 Costs and expenses 180,860 269,845 297,117 - -------------------------------------------------------------------------------- Income (Loss) before taxes 8,945 (15,521) (30,666) Income tax expense (benefit) 1,136 (2,700) (11,680) - -------------------------------------------------------------------------------- Net income (loss) $7,809 $(12,821) $(18,986) - -------------------------------------------------------------------------------- The condensed combined financial information of the Forest Products Group excludes the income tax effects related to Madison. Such tax effects (see Note 6) have been included in the Company's consolidated financial statements. Adjustments from translating certain balance sheet accounts, principally of the Canadian newsprint companies, for each of the three years in the period ended December 31, 1994, are set forth in the Consolidated Statements of Stockholders' Equity. The accumulated translation adjustment (included in earnings reinvested in the business) decreased stockholders' equity by $933,000 and $2,628,000 at December 31, 1994 and 1993, respectively. Upon the disposition in 1994, stockholders' equity was increased by $3,000,000, net of tax, to reflect the accumulated translation adjustment related to Gaspesia. During 1994, 1993 and 1992, the Company's Newspaper Group purchased newsprint and supercalendered paper from the Forest Products Group (including Gaspesia through the disposal date) at competitive prices. Such purchases aggregated approximately $107,000,000, $102,000,000, and $112,000,000, respectively. F - 17 - -------------------------------------------------------------------------------- 5. INVENTORIES Inventories as shown in the accompanying Consolidated Balance Sheets are composed of the following: - ------------------------------------------------------------- Dollars in thousands - ------------------------------------------------------------- December 31 1994 1993 - ------------------------------------------------------------- Newsprint and magazine paper $24,783 $38,691 Work-in-process, etc 5,762 8,580 - ------------------------------------------------------------- Total $30,545 $47,271 - ------------------------------------------------------------- Utilization of the LIFO method reduced inventories as calculated on the FIFO method by approximately $2,694,000 and $2,263,000 at December 31, 1994 and 1993, respectively. - -------------------------------------------------------------------------------- 6. INCOME TAXES Income tax expense for each of the years presented is determined in accordance with Statement of Financial Accounting Standard No. 109-Accounting for Income Taxes ("SFAS 109"). The Company adopted SFAS 109 in 1992 and reflected a credit of $13,414,000 as of January 1, 1992, representing the cumulative effect of this accounting change on net income. SFAS 109 requires recognition of deferred tax liabilities and assets for the estimated future tax consequences attributable to temporary differences. Such temporary differences exist when the tax basis differs from the financial reporting amount of assets or liabilities. All tax liabilities and tax assets are measured using current tax law and applicable rates. A valuation allowance is recorded to reduce deferred tax assets to amounts which, in management's judgment, are most likely to be realized. Income tax expense as shown in the Consolidated Statements of Operations is composed of the following: - ------------------------------------------------------------ Dollars in thousands 1994 1993 1992 - ------------------------------------------------------------ Current tax expense Federal $159,779 60,178 $8,970 State, local, foreign 49,651 17,612 1,413 - ------------------------------------------------------------ 209,430 77,790 10,383 - ------------------------------------------------------------ Deferred tax expense Federal (20,955) (26,982) (1,157) State, local, foreign (13,088) (8,919) 1,302 - ------------------------------------------------------------ (34,043) (35,901) 145 - ------------------------------------------------------------ Income tax expense from continuing operations 175,387 41,889 10,528 Less income tax expense (benefit) related to equity in operations 1,519 (1,342) (551) - ------------------------------------------------------------ Income tax expense $173,868 $43,231 $11,079 - ------------------------------------------------------------ Tax expense in 1994 was reduced by approximately $10,000,000 and $3,000,000, respectively, relating to a decrease in valuation allowance and recognition of federal capital loss tax benefits. The decrease in valuation allowance is associated with federal capital loss tax benefits. An increase in valuation allowance associated with state and local capital loss carryforward tax benefits added approximately $1,058,000 to 1994 tax expense. Tax expense in 1993 was reduced by approximately $7,000,000 and $2,485,000, respectively, relating to a decrease in valuation allowance and recognition of federal tax benefits of capital loss carryforwards. Of the decrease in valuation allowance, $4,390,000 was associated with federal tax benefits of capital loss carryforwards; with the remainder attributable to state and local tax benefits of net operating loss carryforwards. Adjustment of the Company's deferred tax balances for the one percent rate increase provided in the Tax Reform Act of 1993 added $4,359,000 to deferred tax expense, inclusive of $600,000 of expense reported in equity in operations of the Forest Products Group. In connection with the Gwinnett transaction in 1992 (see Note 2), the Company had a net tax benefit of $16,655,000 on a pre-tax loss of $53,768,000. The difference of $1,626,000 between the tax benefit and such benefit calculated at the federal statutory rate is mainly attributable to an unrecognized capital loss (which increased tax expense by $3,405,000), net of the impact of previously amortized intangibles (which decreased tax expense by $1,779,000). In accordance with the provisions of SFAS 109, approximately $1,600,000 of additional reduction in valuation allowance, which was established against acquired deferred tax assets, was recorded as a reduction of goodwill in 1993. No such amounts affected 1994 or 1992 tax expense. Income tax benefits credited directly to stockholders' equity totaled $2,434,000, $3,595,000 and $3,735,000 during 1994, 1993 and 1992, respectively. Foreign taxes included in income tax expense in 1994 of $4,979,000 were principally attributable to the disposition of the Company's U.K. golf publications. Foreign taxes included in income tax expense in 1993 and 1992 were not significant. Equity in operations of the Forest Products Group (see Note 4) includes the income tax effects of the Company's interest in Madison and its equity in the operations of the Canadian newsprint companies. Of such amounts, tax benefits of $117,000 in 1994, $585,000 in 1993 and $1,219,000 in 1992 are applicable to the Canadian newsprint companies. Deferred taxes attributable to the Company's interest in Madison were a benefit of $(39,000) in 1994, and expense of $1,562,000 and $265,000, respectively, for 1993 and 1992. These deferred taxes relate principally to differences between financial reporting and tax depreciation. The Company's consolidated federal income tax returns include the income tax effects of its interest in Madison. F - 18 The reasons for the variance between the effective tax rate on income before income taxes and equity in operations of the Forest Products Group and the federal statutory rate (exclusive of the net gain on dispositions in 1994 and loss on dispositions in 1992) are as follows: - -------------------------------------------------------------------------------- Year Ended December 31 1994 1993 1992 - -------------------------------------------------------------------------------- % of % of % of Dollars in thousands Amount Pretax Amount Pretax Amount Pretax - -------------------------------------------------------------------------------- Tax at federal statutory rate $64,078 35.0% $35,422 35.0% $21,180 34.0% Increase (decrease) resulting from State and local taxes - net 5,177 2.8 6,883 6.8 2,294 3.7 Capital loss tax benefits (10,000) (5.4) (6,875) (6.8) -- -- Amortization of intangible assets acquired 11,139 6.1 5,602 5.5 4,033 6.5 Change in enacted tax rate -- -- 3,759 3.7 -- -- Other - net 5,920 3.2 (1,560) (1.5) 227 0.3 - -------------------------------------------------------------------------------- Subtotal 76,314 41.7% 43,231 42.7% 27,734 44.5% - -------------------------------------------------------------------------------- Dispositions 97,554 -- (16,655) - -------------------------------------------------------------------------------- Income tax expense $173,868 $43,231 $11,079 - -------------------------------------------------------------------------------- Federal income taxes currently refundable totaled $28,109,000 and $2,992,000 at December 31, 1994 and 1993, respectively, and are included in other current assets on the Consolidated Balance Sheets. The components of the net deferred tax liabilities recognized on the respective Consolidated Balance Sheets are as follows: - -------------------------------------------------------- Dollars in thousands December 31 1994 1993 - -------------------------------------------------------- Deferred Tax Assets Intangible assets acquired $10,425 $23,568 Accrued state and local taxes 14,996 19,890 Postretirement and postemployment benefits 81,707 78,655 Other accrued employee benefits and compensation 89,569 110,218 Allowance for doubtful accounts 26,305 23,557 Tax loss carryforwards 20,260 23,595 Unearned Income 21,848 -- Other 4,578 22,860 - -------------------------------------------------------- Total deferred tax assets 269,688 302,343 Valuation allowance (19,774) (27,773) - -------------------------------------------------------- Net deferred tax assets $249,914 $274,570 - -------------------------------------------------------- - -------------------------------------------------------- Dollars in thousands December 31 1994 1993 - -------------------------------------------------------- Deferred Tax Liabilities Property, plant and equipment $121,617 $131,189 Tax certificate 125,664 137,343 Nontaxable acquisition 125,782 145,298 Deferred subscription expenses 8,627 21,743 Safe harbor tax lease 19,717 20,376 Unremitted earnings 833 -- Investment in Forest Products Group 13,324 -- Other 2,641 18,446 - ------------------------------------------------------- Total deferred tax liabilities 418,205 474,395 - -------------------------------------------------------- Net deferred tax assets (249,914) (274,570) - -------------------------------------------------------- Net deferred tax liability 168,291 199,825 - -------------------------------------------------------- Less amounts included in: Other current assets (9,296) (4,812) Accrued expenses 999 7,762 - -------------------------------------------------------- Deferred income taxes $176,588 $196,875 - -------------------------------------------------------- At December 31, 1994, there were no federal net operating loss carryforwards. Benefits from state and local loss carryforwards are attributable mainly to tax operating losses. Such loss carryforwards expire in accordance with provisions of applicable tax laws and have remaining lives ranging from 1 to 15 years. At December 31, 1994, the tax benefits relating to these carryforwards expire as follows: 1996, $4,015,000; 1997, $2,678,000; 1998, $3,018,000; 1999 through 2003, $10,442,000; and 2004 through 2008, $107,000. In connection with the sale in 1989 of its cable television system, the Federal Communications Commission granted the Company a tax certificate. This certificate enabled the Company to defer income taxes on the gain on the transaction and pay such taxes over a number of years. Under the provisions of the Internal Revenue Code, this is accomplished through a reduction in the tax bases of various assets. As a result, $10,508,000, $10,820,000 and $10,388,000 of income taxes that were so deferred became currently payable in 1994, 1993 and 1992, respectively. Additional income taxes that were deferred will become currently payable over the remaining lives of those assets with reduced tax bases. Federal income tax returns for all years through 1989 have been examined by the Internal Revenue Service, for which tentative agreements have been reached. Examinations of the tax returns for the years 1990 through 1993 have not commenced. Management is of the opinion that any assessments resulting from these examinations will not have a material effect on the consolidated financial statements. F - 19 - -------------------------------------------------------------------------------- 7. DEBT In February 1995, the Company filed a shelf registration statement with the Securities Exchange Commission that permits the issuance of up to $400,000,000 in unsecured senior debt securities. The unsecured senior debt securities available under the shelf registration allow for the Company's classification of certain current obligations as long-term debt. Long-term debt consisted of the following: - -------------------------------------------------------------------------------- Dollars in thousands - -------------------------------------------------------------------------------- December 31 1994 1993 - -------------------------------------------------------------------------------- Notes due 1998-2000 (a) $200,000 $200,000 Notes due 1995 net of unamortized discount: 1994, $511; 1993, $2,444 (b) 161,789 159,856 Notes due 1995 including unamortized premium: 1994, $1,336; 1993, $3,725 (c) 51,336 53,725 Commercial Paper (d) 60,405 -- - -------------------------------------------------------------------------------- Total 473,530 413,581 Less current portion -- -- - -------------------------------------------------------------------------------- Total long-term portion $473,530 $413,581 - -------------------------------------------------------------------------------- (a) In October 1993, the Company issued senior notes totaling $200,000,000 to an insurance company with interest payable semi-annually. Five-year notes totaling $100,000,000 were issued at a rate of 5.50 percent, and the remaining $100,000,000 were issued as six and one-half year notes at a rate of 5.77 percent. (b) In connection with the 1985 acquisition of certain newspapers, the Company issued 10-year notes with an aggregate stated value of $162,300,000 which have been discounted at an interest rate of 11.85 percent for financial reporting purposes. Interest on certain of the notes is payable semi-annually. The original difference of $12,600,000 between the stated value of the notes and the amount that results from discounting the notes at 11.85 percent is being amortized as interest expense over the term of the notes. The December 31, 1994 amount is included in long-term debt since the Company has the intent and the ability, supported by the new shelf registration, to refinance these obligations for at least one year. (c) In connection with the 1993 acquisition of The Globe (see Note 2), the Company assumed $50,000,000 of 9.34 percent fixed-rate notes maturing July 1995, which have been valued for financial reporting purposes using a discount rate of 4.25 percent. Interest on the notes is payable semi-annually. The excess of the fair value of the notes at the acquisition date over the stated value of such notes was $4,303,000, which is being amortized as a reduction of interest expense over the remaining term of the notes. The December 31, 1994 amount is included in long-term debt since the Company has the intent and the ability, supported by the new shelf registration, to refinance these obligations for at least one year. The Company has an interest rate swap agreement (the "Agreement") with a major financial institution to manage interest costs. The Agreement matures in 1995 and effectively converts the 9.34 percent interest rate to a variable rate which is semi-annually indexed to the six-month London interbank ("LIBOR") rate. Based on quoted market prices, the Agreement was valued at $1,800,000 as of the acquisition date and is being amortized as interest expense over its term. As of December 31, 1994, the carrying value of the Agreement was $600,000. The difference of the carrying value and the estimated fair value at December 31, 1994 was not significant. During 1994, the Company's effective interest rate on these unsecured notes was 7.70 percent. (d) In December 1994, the Company established a $200,000,000 commercial paper program. Borrowings are in the form of unsecured notes sold at a discount with maturities ranging up to 270 days. The $60,700,000 in aggregate face value of such notes outstanding at December 31, 1994 were issued at a weighted average interest rate of 6.06 percent. The outstanding commercial paper was supported by the Company's revolving credit and term loan agreements. Commercial paper is classified as long-term debt as the Company intends to refinance these obligations for at least one year either through continued short-term borrowings or the issuance of long-term debt supported by the new shelf registration. Based on borrowing rates currently available for debt with similar terms and average maturities, the fair value of long-term debt, excluding the current portion, was $455,100,000 and $432,725,000 at December 31, 1994 and 1993, respectively. - -------------------------------------------------------------------------------- In October 1994, the Company entered into a $93,300,000 revolving credit and term loan agreement with a group of banks, which replaced the previous $80,000,000 revolving credit and term loan agreement which would have terminated in May 1995. The new agreement, as amended, terminates in October 1998. At such time, then outstanding borrowings would be payable semi-annually in equal installments over one year. At the Company's discretion, this facility may be converted into term loans at any time. The agreement provides for an annual commitment fee of 0.11 percent on the unused commitment. The Company also has a $46,700,000 revolving credit agreement with the same group of banks, which replaces a previous $40,000,000 revolving credit agreement that terminated in October 1994. This agreement expires in October 1995. The agreement provides for an annual commitment fee of 0.08 percent on the unused commitment. A previous $50,000,000 revolving credit agreement was terminated in October 1994 and the underlying bank was included in the two new aforementioned revolving credit agreements. The agreements permit borrowings which bear interest, at the Company's option, (i) for domestic borrowings: based on the certificates of deposit rate, the Federal Funds rate, a prime rate or a quoted rate; or (ii) for Eurodollar borrowings: based on the LIBOR rate. Borrowings under these agreements may be prepaid without penalty. In October 1992, the Company entered into a $20,000,000 revolving credit and term loan agreement with a bank and its affiliate, which replaced a previous $30,000,000 revolving credit agreement with the same bank. The new agreement, as amended, terminates in May 1996. At such time, then outstanding F - 20 borrowings would be payable semi-annually aggregating 5 percent, 20 percent, 45 percent and 30 percent annually from 1996 to 1999. At the Company's discretion, this facility may be converted into term loans at any time. The Company also has entered into a $10,000,000 revolving credit agreement with the same bank and its affiliate that expires May 1995, at which time, any outstanding borrowings would be payable. Both agreements provide for an annual commitment fee of 1/8th of 1 percent on the unused commitment. The agreements permit borrowings which bear interest, at the Company's option, (i) for domestic borrowings: based on the certificates of deposit rate, a prime rate or a quoted rate; or (ii) for Eurodollar borrowings: based on the LIBOR rate. Borrowings under these agreements may be prepaid without penalty. No borrowings under any of the above agreements were outstanding during 1994. Certain of the agreements also include provisions which require, among other matters, specified levels of stockholders' equity. At December 31, 1994, approximately $795,000,000 of stockholders' equity was unrestricted. In December 1994, the Company entered into a forward interest rate swap to hedge against possible interest rate increases during the period prior to the planned issuance of long-term debt. Gains or losses on these hedging transactions are deferred and amortized as adjustments of interest expense commencing on the date of issuance of debt. At December 31, 1994, the swaps entered into by the Company hedged approximately $20,000,000 of anticipated borrowings during the first quarter of 1995. At December 31, 1994, the carrying amount of such swaps approximated the fair value. Accordingly, no deferred gains or losses were recorded on the accompanying balance sheet. Subsequent to year-end, the Company entered into forward interest rate swaps which hedged an additional $130.0 million of anticipated first-quarter borrowings. In total, these swaps fix the 10-year treasury rate used to determine the Company's interest rate at 7.8 percent on $150.0 million of anticipated borrowings. Short-term debt is comprised of current maturities of long-term debt and capital lease obligations. Outstanding notes payable at December 31, 1993 consist of $62,340,000 of short-term bank borrowings at an average interest rate of 3.71 percent. There were no outstanding notes payable at December 31, 1994. Interest expense, net of interest income, as shown in the accompanying Consolidated Statements of Operations consisted of the following: - -------------------------------------------------------------------------------- Dollars in thousands - -------------------------------------------------------------------------------- Year Ended December 31 1994 1993 1992 - -------------------------------------------------------------------------------- Interest expense $34,880 $29,549 $30,075 Interest income (6,718) (4,174) (3,960) - -------------------------------------------------------------------------------- Net $28,162 $25,375 $26,115 - -------------------------------------------------------------------------------- In connection with various construction projects, interest of approximately $4,943,000, $1,351,000 and $705,000 was capitalized as property, plant and equipment for 1994, 1993 and 1992, respectively. - -------------------------------------------------------------------------------- 8. CAPITAL INVESTMENT PROJECTS In December 1993, the Company and the City of New York executed a lease agreement and related agreements, under which the Company is leasing 31 acres of City-owned land in College Point, Queens, New York, on which The Times is building a state-of-the-art production and distribution facility. Conditions stipulated under the lease were met in June 1994 and, accordingly, a capital lease of $5,000,000 was recorded at such time. The lease will continue for 25 years after the start of construction with an option to ultimately purchase the property. Under the terms of the agreement, The Times would receive various tax and energy cost reductions. In July 1994, the Company's Board of Directors approved the construction of the new facility which will allow for later news deadlines and provide color and inserting capability for the daily newspaper. The cost of the new facility, excluding capitalized interest currently projected to be $45,000,000, is estimated to be $315,000,000. Construction of the facility began in August 1994 with completion anticipated in the second half of 1997. While the new facility will replace The Times's Manhattan production and distribution facility, business and news operations will remain at the Manhattan building. No write-down is anticipated as a result of the discontinuance of production at the Manhattan facility. The Company's Edison facility commenced production in late 1992. Depreciation of the equipment began during the fourth quarter of 1992 and was phased in as each element was placed in service. Full operation of the facility began in the first quarter of 1993. Depreciation of the building and equipment totaled $33,000,000 in 1993 and increased to $35,000,000 in 1994 when the facility was operational for a full year. In 1993, the Company announced that The Times closed its printing plant in Carlstadt, New Jersey, and transferred production and distribution to the Edison facility. The Company completed removal of equipment from the facility in September 1994 and has commenced marketing of the Carlstadt facility for lease. The carrying value of the facility, which reflects management's estimate of its net realizable value (approximately $16,400,000), has been included in miscellaneous assets at December 31, 1994. F - 21 - -------------------------------------------------------------------------------- 9. PENSION PLANS The Company sponsors several pension plans and makes contributions to several others in connection with collective bargaining agreements, including a joint Company-union plan and a number of joint industry-union plans. These plans cover substantially all employees. The Company-sponsored pension plans provide participating employees with retirement benefits in accordance with benefit provision formulas which are based on years of service and final average or career pay and, where applicable, employee contributions. Funding is based on an evaluation and review of the assets, liabilities and requirements of each plan. Retirement benefits are also provided under supplemental unfunded pension plans. Net periodic pension cost was $32,730,000 in 1994, $16,461,000 in 1993, and $15,082,000 in 1992. The components of net periodic pension cost are: - -------------------------------------------------------------------------------- Dollars in thousands - -------------------------------------------------------------------------------- Year Ended December 31 1994 1993 1992 - -------------------------------------------------------------------------------- Service cost $19,194 $14,075 $11,879 Interest cost 38,933 26,675 24,167 Actual loss (return) on plan assets 2,942 (38,907) (25,365) Curtailment loss (gain) (See Note 2) 1,887 -- (885) Net amortization and deferral (30,226) 14,618 5,286 - -------------------------------------------------------------------------------- Net periodic pension cost $32,730 $16,461 $15,082 - -------------------------------------------------------------------------------- Due to the sale of the Women's Magazines Division, the Company recognized a curtailment loss in 1994. Accordingly, net periodic pension cost relating to certain plans was remeasured at July 1994, using an increased discount rate of 8.0 percent. Assumptions used in the actuarial computations were: - -------------------------------------------------------------------------------- Year Ended December 31 1994 1993 1992 - -------------------------------------------------------------------------------- Discount rate 8.25% 7.00% 8.00% Rate of increase in compensation levels 5.50% 5.50% 5.50% Expected long-term rate of return on assets 8.75% 8.75% 8.75% - -------------------------------------------------------------------------------- In connection with collective bargaining agreements, the Company contributes to several other pension plans including a joint Company-union plan and a number of joint industry-union plans. Contributions are determined as a function of hours worked or period earnings. Pension cost for these plans was $19,535,000 in 1994, $17,970,000 in 1993, and $15,700,000 in 1992. The funded status of the Company's plans which were valued at September 30, 1994 and 1993 is as follows: - -------------------------------------------------------------------------------- Plans Whose Plans Whose Assets Exceed Accumulated December 31, 1994 Accumulated Benefits Dollars in thousands Benefits Exceed Assets - -------------------------------------------------------------------------------- Actuarial present value of benefit obligation: Vested benefit obligation $187,656 $207,104 - -------------------------------------------------------------------------------- Accumulated benefit obligation $193,129 $212,519 - -------------------------------------------------------------------------------- Projected benefit obligation $238,574 $263,044 Plan assets at fair value 231,236 144,200 - -------------------------------------------------------------------------------- Projected benefit obligation in excess of plan assets 7,338 118,844 Unrecognized net (losses) gains (12,337) 11,269 Unrecognized prior service cost 6,567 (10,814) Unrecognized transition obligation (2,038) (1,517) Fourth-quarter contribution, net (2,483) (7,891) - -------------------------------------------------------------------------------- Recorded pension (asset) liability $(2,953) $109,891 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Plans Whose Plans Whose Assets Exceed Accumulated December 31, 1993 Accumulated Benefits Dollars in thousands Benefits Exceed Assets - ------------------------------------------------------------------------------ Actuarial present value of benefit obligation: Vested benefit obligation $187,972 $219,554 - ------------------------------------------------------------------------------ Accumulated benefit obligation $193,951 $227,102 - ------------------------------------------------------------------------------ Projected benefit obligation $251,679 $282,179 Plan assets at fair value 234,366 142,015 - ------------------------------------------------------------------------------ Projected benefit obligation in excess of plan assets 17,313 140,164 Unrecognized net (losses) (24,972) (20,043) Unrecognized prior service cost 7,746 (9,633) Unrecognized transition obligation (2,690) (2,724) Fourth-quarter contribution, net (2,675) (3,220) Adjustment required to recognize additional minimum liability 10,087 - -------------------------------------------------------------------------------- Recorded pension (asset) liability $(5,278) $114,631 - -------------------------------------------------------------------------------- Plan assets, which were valued as of September 30, 1994 and 1993, consist of money market investments, investments in marketable fixed income and equity securities, an investment in a diversified real estate equity fund and investments in group annuity insurance contracts. The additional minimum liability relating to the unfunded status of these plans is included in other liabilities on the Consolidated Balance Sheets as of December 31, 1993 and miscellaneous assets includes a related intangible asset of an equal amount. No such liability was required as of December 31, 1994. F - 22 - -------------------------------------------------------------------------------- 10. POSTRETIREMENT BENEFITS OTHER THAN PENSIONS AND POSTEMPLOYMENT BENEFITS The Company provides health and life insurance benefits to retired employees (and their eligible dependents) who are not covered by any collective bargaining agreements if the employee meets specified age and service requirements. The Company adopted the provisions of SFAS No. 106 - Employers' Accounting for Postretirement Benefits Other Than Pensions ("SFAS 106"), changing to the accrual method of accounting for these benefits effective January 1, 1992. Prior to 1992, postretirement benefit expenses were recognized on a pay-as-you-go basis and were not material. As permitted by SFAS 106, the Company elected to recognize in 1992 the accumulated postretirement benefit obligation related to prior service costs. The Company recorded this obligation of $64,856,000 ($37,411,000 after taxes or $.48 per share) as the cumulative effect of an accounting change at January 1, 1992. Net periodic postretirement cost was $12,419,000 and $10,809,000 in 1994 and 1993, respectively. The components of this cost are as follows: - -------------------------------------------------------------------------------- Dollars in thousands 1994 1993 - -------------------------------------------------------------------------------- Service cost for benefits earned during the period $4,629 $3,955 Interest cost on accumulated postretirement benefit obligation 9,376 6,854 Net amortization and deferral (102) - Curtailment gain (See Note 2) (1,484) - - -------------------------------------------------------------------------------- Net periodic postretirement benefit cost $12,419 $10,809 - -------------------------------------------------------------------------------- The Company's policy is to fund the above-mentioned payments as claims and premiums are paid. The following table sets forth the amounts included in Accrued Expenses and Other Liabilities on the Consolidated Balance Sheets at December 31, 1994 and 1993, based on valuation dates of September 30 in each year. - -------------------------------------------------------------------------------- Dollars in thousands - -------------------------------------------------------------------------------- December 31 1994 1993 - -------------------------------------------------------------------------------- Accumulated postretirement benefit obligation Retirees $49,595 $53,677 Fully eligible active plan participants 26,894 28,450 Other active plan participants 45,017 51,522 - -------------------------------------------------------------------------------- Total 121,506 133,649 Unrecognized net gains 26,287 4,535 Fourth-quarter benefit payments (1,035) (821) - -------------------------------------------------------------------------------- Total accrued postretirement benefit liability 146,758 137,363 Current portion included in accrued expenses 4,400 4,040 - -------------------------------------------------------------------------------- Long-term accrued postretirement benefit liability $142,358 $133,323 - -------------------------------------------------------------------------------- Subsequent to the measurement date, a plan amendment was adopted to reduce benefits for participants retiring after January 1, 1995. The effect on the accumulated postretirement benefit obligation is a reduction of $16,736,000. This amount will be amortized over a period of approximately nine years. For 1994, the accumulated postretirement benefit obligation was determined using a discount rate of 8.25 percent, an estimated increase in compensation levels of 5.5 percent and a health care cost trend rate of between 12.0 percent and 10.0 percent in the first year grading down to 5.0 percent in the year 2008. Increasing the assumed health care cost trend rates by one percentage point in each year and holding all other assumptions constant would increase the accumulated postretirement benefit obligation as of December 31, 1994 by $16,833,000 and increase the net periodic postretirement benefit cost for 1994 by $2,297,000. For 1993, the accumulated postretirement benefit obligation was determined using a discount rate of 7.0 percent, an estimated increase in compensation levels of 5.5 percent and a health care cost trend rate of between 13.0 percent and 11.0 percent in the first year, grading down to 5.0 percent in the year 2008. In connection with collective bargaining agreements, the Company contributes to several welfare plans including a joint Company-union plan and a number of joint industry-union plans. Contributions are determined as a function of hours worked or period earnings. Portions of these contributions, which cannot be disaggregated, related to postretirement benefits for plan participants. Total contributions to these welfare funds were approximately $25,460,000 and $18,000,000 in 1994 and 1993, respectively. The Company also adopted SFAS No. 112 - Employers' Accounting for Postemployment Benefits ("SFAS 112") as of the beginning of 1992. SFAS 112 requires that certain benefits provided to former or inactive employees, after employment but before retirement, such as workers' compensation, disability benefits and health care continuation coverage, be accrued if attributable to employees' service already rendered. The cumulative effect on net income of this change in accounting method resulted in a one-time charge of $16,365,000 ($9,440,000 after taxes or $.12 per share) and has been reflected as of January 1, 1992. F - 23 - -------------------------------------------------------------------------------- 11. EXECUTIVE AND NON-EMPLOYEE DIRECTORS' INCENTIVE PLAN Under the Company's 1991 Executive Stock Incentive Plan and 1991 Executive Cash Bonus Plan (together the "1991 Executive Plans"), the Board of Directors may authorize incentive compensation awards and grant stock options to key employees of the Company. Awards may be granted in cash, restricted and unrestricted shares of the Company's Class A Common Stock, Retirement Units or such other forms as the Board of Directors deems appropriate. Under the 1991 Executive Plans, stock options of up to 10,000,000 shares of Class A Common Stock may be granted and stock awards of up to 1,000,000 shares of Class A Common Stock may be made. In adopting the 1991 Executive Plans, shares previously available for issuance of retirement units and stock options under prior plans are no longer available for future awards. Retirement Units are payable in Class A Common Stock over a period of 10 years following retirement. Stock options currently outstanding were granted under the Company's 1984 Stock Option Plan and the 1991 Executive Plans. The Plans provide for granting of both incentive and non-qualified stock options principally at an option price per share of 100 percent of the fair market value of the Class A Common Stock on the date of grant. These options have terms of five or ten years, and become exercisable in annual periods ranging from one year to four years from the date of grant. Payment upon exercise of an option may be made in cash, with previously-acquired shares, with shares (valued at fair market value) which would be otherwise issued on the exercise of the option or any combination thereof. Under the Company's Non-Employee Directors' Stock Option Plan (the "Directors' Plan"), non-qualified options with ten-year terms are granted annually to each non-employee director of the Company. Each annual grant allows the director to purchase from the Company up to 1,000 shares of Class A Common Stock at the fair market value of such shares at the date of grant. Options for an aggregate of 250,000 shares of Class A Common Stock may be granted under the Directors' Plan. Outstanding stock options granted to key employees of The Globe to purchase its Series A and/or Series B Common Stock prior to the merger have been converted to stock options to purchase the Company's Class A Common Stock. The former Globe stock options were converted at a ratio of 0.6 shares of Class A Common for each share of Globe stock as determined by the merger agreement. All of these stock options became exercisable as of the acquisition date. Changes in stock options for each of the three years in the period ended December 31, 1994 were as follows: - ------------------------------------------------------------------------ Dollars in thousands Option Price except per share data Shares Per Share ($) Total - ------------------------------------------------------------------------ Options oustanding January 1, 1992 4,335,508 5.76 to 38.87 $98,099 Granted 1,103,410 25.93 to 28.88 28,473 Exercised (466,320) 5.76 to 26.75 (7,900) Terminations (91,982) 20.56 to 36.43 (2,737) - ------------------------------------------------------------------------ Options outstanding December 31, 1992 4,880,616 13.96 to 38.87 115,935 Granted 1,909,080 26.50 to 30.68 50,641 Globe stock option conversion 958,654 6.89 to 22.50 14,381 Exercised (346,334) 6.89 to 26.75 (6,333) Terminations (41,175) 20.00 to 36.43 (1,116) - ------------------------------------------------------------------------ Options outstanding December 31, 1993 7,360,841 6.89 to 38.87 173,508 Granted 2,426,376 22.56 to 26.18 54,807 Exercised (378,392) 6.89 to 26.75 (6,634) Terminations (127,037) 11.45 to 36.43 (3,174) - ------------------------------------------------------------------------ Options outstanding outstanding December 31, 1994 9,281,788 6.89 to 38.87 $218,507 - ------------------------------------------------------------------------ Options which became exercisable during 1992 728,859 20.00 to 20.81 $14,588 1993 1,803,174 6.89 to 28.88 35,098 1994 761,221 20.00 to 30.68 19,021 - ------------------------------------------------------------------------ Options exercisable at December 31, 1992 3,237,964 13.96 to 38.87 $76,678 1993 4,673,663 6.89 to 38.87 104,789 1994 4,953,313 6.89 to 38.87 114,260 - ------------------------------------------------------------------------ F - 24 - -------------------------------------------------------------------------------- 12. CAPITAL STOCK The 5 1/2 percent cumulative prior preference stock, which is redeemable at the option of the Company on 30-day's notice at par plus accrued dividends, is entitled to an annual dividend of $5.50 payable quarterly. The serial preferred stock is subordinate to the 5 1/2 percent cumulative prior preference stock. The Board of Directors is authorized to set the distinguishing characteristics of each series prior to issuance, including the granting of limited or full voting rights; however, the consideration received must be at least $100 per share. No shares of serial preferred stock have been issued. The Class A and Class B Common Stock are entitled to equal participation in the event of liquidation and in dividend declarations. The Class B Common Stock is convertible at the holders' option on a share-for-share basis into Class A shares. As provided for in the Certificate of Incorporation, the Class A Common Stock has limited voting rights, including the right to elect 30 percent of the Board of Directors, and the Class A and Class B Common Stock have the right to vote together on reservations of Company stock for stock options, on the ratification of the selection of independent certified public accountants and, in certain circumstances, on acquisitions of the stock or assets of other companies. Otherwise, except as provided by the laws of the State of New York, all voting power is vested solely and exclusively in the holders of the Class B Common Stock. At the April 1994 annual meeting of the Company's Class A and B Common Stockholders, an amendment to the Employee Stock Purchase Plan was approved to reserve an additional 6,000,000 shares of Class A Common Stock for sale under the Plan. At a special meeting of shareholders in September 1993, an amendment of the Company's Restated Certificate of Incorporation was approved to increase the total number of authorized shares of Class A Common Stock to 200,000,000 shares, thereby increasing the Company's overall total number of authorized shares of capital stock of The New York Times Company to 200,910,000 shares. Under a stock repurchase program which commenced in June 1993 and expired at the close of The Globe transaction on October 1, 1993, the Company repurchased approximately 10,231,000 shares of its Class A Common Stock at an average price of $24.87 per share. The Company expended all of the $150,000,000 authorized under its previous stock repurchase program announced in October 1993. In October 1994, the Company announced authorized expenditures of up to $100,000,000 for repurchases of its Class A Common Stock. Under the new program, purchases may be made from time to time either in the open market or through private transactions. The number of shares that may be purchased in market transactions may be limited as a result of The Globe transaction. Purchases may be suspended from time to time or discontinued. Under the two programs, the Company has repurchased approximately 10,074,000 shares of its Class A Common Stock at an average effective price of $23.42 per share. Had the stock repurchases, under both programs, occurred as of January 1, 1994, earnings per share for the year 1994 would have been $2.12. In January 1995, the Company repurchased approximately 397,000 shares of its Class A Common Stock at an average effective price of $22.32 per share under the $100.0 million authorization. The Company has expended substantially all of this authorization. In February 1995, the Company's Board of Directors authorized additional expenditures of up to $50.0 million for repurchases of its Class A Common Stock. In addition to the Company's stock repurchase program, in 1994 the Company sold equity put options in a series of private placements that entitle the holder, upon exercise, to sell shares of Class A Common Stock to the Company at a specified price. In 1994, put options for 1,210,000 shares were issued for $1,189,000 in premiums which have been accounted for as additional capital. As of December 31, 1994, put options of $2,660,000 included in other liabilities for 120,000 shares remain outstanding at strike prices ranging from $21.88 to $22.50 per share with exercise dates in March 1995. Premiums received on these options reduced the average price of repurchased shares to $23.42 per share from $23.53 per share. Under the 1995 Offering of the Employee Stock Purchase Plan, eligible employees may purchase Class A Common Stock through payroll deductions during 1995 at the lower of $19.23 per share (85 percent of the average market price on November 1, 1994) or 85 percent of the average market price on December 28, 1995. Shares of Class A Common Stock reserved for issuance at December 31, 1994 and 1993 were as follows: - -------------------------------------------------------------------------------- December 31 1994 1993 - -------------------------------------------------------------------------------- Retirement Units Outstanding 221,021 216,806 Stock Awards Available 973,844 993,359 Stock Options Outstanding 9,281,788 7,360,841 Available 3,646,047 5,988,480 Employee Stock Purchase Plan Available 5,802,596 993,919 Voluntary Conversion of Class B Common Stock Available 570,121 571,624 - -------------------------------------------------------------------------------- Total 20,495,417 16,125,029 - -------------------------------------------------------------------------------- F - 25 - -------------------------------------------------------------------------------- 13. LEASE COMMITMENTS OPERATING LEASES: Such lease commitments are primarily for office space and equipment. Certain office space leases provide for adjustments relating to changes in real estate taxes and other operating expenses. Rental expense amounted to $26,559,000 in 1994, $24,744,000 in 1993 and $23,689,000 in 1992. The approximate minimum rental commitments under noncancelable leases (exclusive of minimum sublease rentals of $878,000) at December 31, 1994 were as follows: 1995, $15,711,000; 1996, $13,252,000; 1997, $10,758,000; 1998, $9,066,000; 1999, $7,995,000 and $28,275,000 thereafter. CAPITAL LEASES: In 1993, the Company and The City of New York executed a long-term lease agreement and related agreements, under which the Company is leasing City-owned land to build a state-of-the-art printing and distribution facility for The Times. Conditions stipulated under the lease were met in 1994 and, accordingly, a capital lease of $5,000,000 was recorded at such time (see Note 8). The Company also has a long-term lease for a building and site in Edison, New Jersey. The lease provides the Company with certain early cancellation rights, as well as renewal and purchase options. For financial reporting purposes, the lease has been classified as a capital lease; accordingly, an asset of approximately $57,000,000 (included in buildings, building equipment and improvements at December 31, 1994 and 1993) has been recorded. The following is a schedule of future minimum lease payments under all capitalized leases together with the present value of the net minimum lease payments as of December 31, 1994: - -------------------------------------------------------------------------------- Dollars in thousands - -------------------------------------------------------------------------------- Year Ended December 31 Amount - -------------------------------------------------------------------------------- 1995 $7,089 1996 6,838 1997 6,734 1998 7,018 1999 6,971 Later years 64,110 - -------------------------------------------------------------------------------- Total minimum lease payments 98,760 Less: amount representing interest 46,413 - -------------------------------------------------------------------------------- Present value of net minimum lease payments including current maturities of $2,681 $52,347 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 14. ACCOUNTING CHANGES During 1992, the Company adopted three noncash accounting changes mandated by the Financial Accounting Standards Board: SFAS No. 106-Employers' Accounting for Postretirement Benefits Other Than Pensions (see Note 10), SFAS 109-Accounting for Income Taxes (see Note 6) and SFAS 112-Employers' Accounting for Postemployment Benefits (see Note 10). The cumulative effect of adopting these accounting changes is as follows: - -------------------------------------------------------------------------------- After-tax effects Earnings (Dollars in thousands) per share - -------------------------------------------------------------------------------- Postretirement Benefits $(37,411) $(.48) Income Taxes 13,414 17 Postemployment Benefits (9,440) (.12) -------- ------ Net charge $(33,437) $(.43) ========= ====== - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 15. SEGMENTS The Company's segment and related information is included on pages 2 and 3 of this Appendix. The information for the years 1994, 1993 and 1992 appearing therein is presented on a basis consistent with, and is an integral part of, the consolidated financial statements. Revenues from individual customers, revenues between business segments and revenues, operating profit and identifiable assets of foreign operations are not significant. - -------------------------------------------------------------------------------- 16. CONTINGENT LIABILITIES There are various legal actions that have arisen in the ordinary course of business and are now pending against the Company. Such actions are usually for amounts greatly in excess of the payments, if any, that may be required to be made. It is the opinion of management after reviewing such actions with legal counsel to the Company that the ultimate liability which might result from such actions would not have a material adverse effect on the consolidated financial statements. - -------------------------------------------------------------------------------- 17. RECLASSIFICATIONS For comparability, certain 1992 and 1993 amounts have been reclassified to conform with the 1994 presentation. F - 26 INDEPENDENT AUDITORS' REPORT BOARD OF DIRECTORS AND STOCKHOLDERS OF THE NEW YORK TIMES COMPANY: We have audited the accompanying consolidated balance sheets of The New York Times Company as of December 31, 1994 and 1993, and the related consolidated statements of operations, stockholders' equity, and cash flows for each of the three years in the period ended December 31, 1994. Our audits also include the financial schedule listed in the Index at Item 14(a). These consolidated financial statements and financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of The New York Times Company as of December 31, 1994 and 1993, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 1994 in conformity with generally accepted accounting principles. Also, in our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly in all material respects the information set forth therein. As discussed in notes 6, 10 and 14, the Company changed its methods of accounting for income taxes, postretirement benefits other than pensions and postemployment benefits effective January 1, 1992 to conform with Statements of Financial Accounting Standards 109, 106 and 112. Deloitte & Touche LLP New York, New York February 9, 1995 MANAGEMENT'S RESPONSIBILITIES REPORT The Company's consolidated financial statements were prepared by management who is responsible for their integrity and objectivity. The consolidated financial statements have been prepared in accordance with generally accepted accounting principles and, as such, include amounts based on management's best estimates and judgments. Management is further responsible for maintaining a system of internal accounting control, designed to provide reasonable assurance that the Company's assets are adequately safeguarded and that the accounting records reflect transactions executed in accordance with management's authorization. The system of internal control is continually reviewed for its effectiveness and is augmented by written policies and procedures, the careful selection and training of qualified personnel and a program of internal audit. The consolidated financial statements were audited by Deloitte & Touche LLP, independent auditors. Their audit was conducted in accordance with generally accepted auditing standards and their report is shown on this page. The Audit Committee of the Board of Directors, which is composed solely of independent directors, meets regularly with the independent auditors, internal auditors and management to discuss specific accounting, financial reporting and internal control matters. Both the independent auditors and the internal auditors have full and free access to the Audit Committee. Each year the Audit Committee selects, subject to ratification by stockholders, the firm which is to perform audit and other related work for the Company. - -------------------------------------------------------------------------------- MARKET INFORMATION - -------------------------------------------------------------------------------- The Class A Common Stock is listed on the American Stock Exchange. The Class B convertible Common Stock and the 5 1/2 percent cumulative prior preference stock are unlisted and are not actively traded. Dividends on the preference stock were paid at the quarterly rate of $1.375 per share during each of the two years. The approximate number of security holders of record as of January 31, 1995 was as follows: Class A Common Stock: 17,678; Class B Common Stock: 44; 5 1/2 percent cumulative prior preference stock: 66. The market price range of Class A Common Stock in 1994 and 1993 is as follows: - ------------------------------------------------------------------------ Quarter Ended 1994 1993 - ------------------------------------------------------------------------ High Low High Low March 31 $29.50 $25.75 $31.25 $26.37 June 30 27.62 23.00 31.25 23.00 September 30 25.00 21.62 26.12 22.62 December 31 24.62 21.25 28.75 22.37 Year 29.50 21.25 31.25 22.37 - ------------------------------------------------------------------------ F - 27 QUARTERLY INFORMATION (Unaudited) - -------------------------------------------------------------------------------- Dollars and shares in millions First Quarter Second Quarter Third Quarter except per share data 1994 1993 1994 1993 1994 - -------------------------------------------------------------------------------- Revenues $589.5 $454.5 $635.5 $483.6 $527.2 - -------------------------------------------------------------------------------- Costs and Expenses Production costs: Raw materials 78.4 63.7 80.4 67.5 66.0 Wages and benefits 132.1 101.2 133.7 100.1 129.8 Other 112.9 94.5 117.6 98.6 96.2 - -------------------------------------------------------------------------------- Total 323.4 259.4 331.7 266.2 292.0 Selling, general and administrative expenses 223.0 164.0 230.4 168.4 201.9 - -------------------------------------------------------------------------------- Total 546.4 423.4 562.1 434.6 493.9 - -------------------------------------------------------------------------------- Operating profit 43.1 31.1 73.4 49.0 33.3 Interest expense, net 8.7 5.2 8.0 5.2 6.2 Net gain (loss) on dispositions - - - - 204.0 Income taxes 16.7 12.9 31.4 20.9 112.0 - -------------------------------------------------------------------------------- Income (Loss) before equity in operations of forest products group 17.7 13.0 34.0 22.9 119.1 Equity in operations of forest products group - (2.1) 0.3 (0.5) 1.5 - -------------------------------------------------------------------------------- Net income (loss) $17.7 $10.9 $34.3 $22.4 $120.6 - -------------------------------------------------------------------------------- Average number of common shares outstanding 106.9 79.9 106.3 79.7 104.3 Per share of common stock Net income (loss) $.17 $.14 $.32 $.28 $1.16 Dividends .14 .14 .14 .14 .14 - -------------------------------------------------------------------------------- QUARTERLY INFORMATION (Unaudited) - -------------------------------------------------------------------------------- Dollars and shares in millions Third Quarter Fourth Quarter Year except per share data 1993 1994 1993 1994 1993 - -------------------------------------------------------------------------------- Revenues $ $445.6 $605.4 $636.0 $2,357.6 $2,019.7 - -------------------------------------------------------------------------------- Costs and Expenses Production costs: Raw materials 64.2 79.6 85.1 304.4 280.5 Wages and benefits 99.8 134.1 136.4 529.7 437.5 Other 102.9 102.0 122.6 428.7 418.6 - -------------------------------------------------------------------------------- Total 266.9 315.7 344.1 1,262.8 1,136.6 Selling, general and administrative expenses 166.5 228.3 257.6 883.6 756.5 - -------------------------------------------------------------------------------- Total 433.4 544.0 601.7 2,146.4 1,893.1 - -------------------------------------------------------------------------------- Operating profit 12.2 61.4 34.3 211.2 126.6 Interest expense, net 6.6 5.3 8.4 28.2 25.4 Net gain (loss) on dispositions - (3.1) - 200.9 - Income taxes 6.5 13.8 2.9 173.9 43.2 - -------------------------------------------------------------------------------- Income (Loss) before equity in operations of forest products group (0.9) 39.2 23.0 210.0 58.0 Equity in operations of forest products group (2.1) 1.5 (47.2) 3.3 (51.9) - -------------------------------------------------------------------------------- Net income (loss) $(3.0) $40.7 $(24.2) $213.3 $6.1 - -------------------------------------------------------------------------------- Average number of common shares outstanding 72.4 98.8 106.0 104.1 84.5 Per share of common stock Net income (loss) $(.04) $.41 $(.23) $2.05 $.07 Dividends .14 .14 .14 .56 .56 - -------------------------------------------------------------------------------- The 1994 and 1993 quarters do not equal the respective year-end amounts for earnings per share due to the weighted average number of shares outstanding used in the computations for the respective periods. Per share amounts for the respective quarters and years have been computed using the average number of common shares outstanding as presented in the table above. Annual and quarterly per share amounts are affected by the timing of share issuances and repurchases. During the second half of 1993, 10.3 million shares of Class A Common Stock were repurchased for approximately $255.2 million. On October 1, 1993, 36.4 million shares were issued in connection with the acquisition of The Globe. During 1994, approximately $235.2 million was expended to repurchase 10.0 million shares. The Company's largest source of revenues is advertising, which influences the pattern of the Company's quarterly consolidated revenues and is seasonal in nature. Traditionally, second-quarter and fourth-quarter advertising volume is higher than that in the first quarter. Advertising volume tends to be lower in the third quarter primarily because of the summer slow-down in many areas of economic activity. Quarterly trends are also affected by the overall economy and economic conditions that may exist in specific markets served by each of the Company's business segments. Third-quarter 1994 includes a $204.0 million pre-tax gain ($.99 per share) from the sales of the Women's Magazines Division and U.K. golf publications. Fourth-quarter 1994 includes a $3.1 million loss ($.02 per share) on the disposition of Gaspesia. First-quarter 1993 was negatively affected by $3.7 million pre-tax ($.02 per share) rate adjustments due to a severe snowstorm. Third-quarter 1993 includes $4.4 million ($.05 per share) of additional income tax expense due to the enactment of the Tax Act. Fourth-quarter 1993 includes a $2.6 million pre-tax gain ($.02 per share) on the sale of assets. Fourth-quarter 1993 includes $35.4 million of pre-tax charges ($.19 per share) for severance and related costs for staff reductions at The Times. Fourth-quarter 1993 includes an after-tax noncash charge to equity in operations of $47.0 million ($.44 per share) to write down its investment in Gaspesia to its net realizable value. F - 28 TEN-YEAR SUPPLEMENTAL FINANCIAL DATA - -------------------------------------------------------------------------------- Dollars and shares in millions Year Ended December 31 except per share data 1994 1993 1992 1991 1990 - -------------------------------------------------------------------------------- Revenues and Income Revenues $2,358 $2,020 $1,774 $1,703 $1,777 - -------------------------------------------------------------------------------- Operating Profit 211 127 88 94 130 - -------------------------------------------------------------------------------- Income (Loss) from continuing operations before equity in forest products group 210 58 (2) 41 61 Equity in operations of forest products group 3 (52) (9) 6 4 - -------------------------------------------------------------------------------- Income (Loss) from continuing operations 213 6 (11) 47 65 Discontinued operations - - - - - Net cumulative effect of accounting changes - - (34) - - - -------------------------------------------------------------------------------- Net income (loss) 213 6 (45) 47 65 - -------------------------------------------------------------------------------- Balance Sheet Total assets 3,138 3,215 1,995 2,128 2,150 Long-term debt and capital lease obligations 523 460 207 213 319 Common stockholders' equity 1,544 1,599 1,000 1,073 1,056 - -------------------------------------------------------------------------------- Per share of Common Stock Continuing operations 2.05 .07 (.14) .61 .85 Discontinued operations - - - - - Net cumulative effect of accounting changes - - (.43) - - Net income (loss) 2.05 .07 (.57) .61 .85 Dividends .56 .56 .56 .56 .54 Common stockholders' equity (end of year) 15.71 14.96 12.54 13.70 13.68 - -------------------------------------------------------------------------------- Shares Outstanding (end of year) Class A and Class B Common 98.2 106.9 79.7 78.4 77.2 - -------------------------------------------------------------------------------- Market Price (end of year) 22.12 26.25 26.37 23.62 20.62 - -------------------------------------------------------------------------------- TEN-YEAR SUPPLEMENTAL FINANCIAL DATA - ------------------------------------------------------------------------- Dollars and shares in Year Ended December 31 millions except per share data 1989 1988 1987 1986 1985 - ------------------------------------------------------------------------- Revenues and Income Revenues $1,769 $1,700 $1,642 $1,524 $1,358 - ------------------------------------------------------------------------- Operating Profit 169 251 284 266 210 - ------------------------------------------------------------------------- Income (Loss) from continuing operations before equity in forest products group 84 132 138 110 93 Equity in operations of forest products group (16) 29 18 20 21 - ------------------------------------------------------------------------- Income (Loss) from continuing operations 68 161 156 130 114 Discontinued operations 199 7 4 2 2 Net cumulative effect of accounting changes - - - - - - ------------------------------------------------------------------------- Net income (loss) 267 168 160 132 116 - ------------------------------------------------------------------------- Balance Sheet Total assets 2,188 1,915 1,712 1,405 1,296 Long-term debt and capital lease obligations 337 378 391 217 274 Common stockholders' equity 1,064 873 823 705 586 - ------------------------------------------------------------------------- Per share of Common Stock Continuing operations .87 2.00 1.91 1.60 1.43 Discontinued operations 2.52 .08 .05 .03 .02 Net cumulative effect of accounting changes - - - - - Net income (loss) 3.39 2.08 1.96 1.63 1.45 Dividends .50 .46 .40 .33 .29 Common stockholders' equity (end of year) 13.63 11.02 10.04 8.59 7.24 - ------------------------------------------------------------------------- Shares Outstanding (end of year) Class A and Class B Common 78.1 79.2 82.0 82.0 80.9 - ------------------------------------------------------------------------- Market Price (end of year) 26.37 26.87 31.00 35.50 24.50 - ------------------------------------------------------------------------- 1994 - Results include a net pre-tax gain of $200.9 million ($.99 per share) on the sale of the Women's Magazines Division and U.K. golf publications and the disposition of Gaspesia. 1993 - Results included pre-tax $3.7 million ($.02 per share) rate adjustments due to a severe snowstorm. Results included $4.4 million ($.05 per share) of additional tax expense for remeasurement of deferred tax balances due to the enactment of the Tax Act. Results included $1.2 million ($.02 per share) of additional tax expense due to the Tax Act which increased the federal corporate income tax rate. Results included a $2.6 million pre-tax gain ($.02 per share) on the sale of assets. Results included $35.4 million of pre-tax charges ($.23 per share) for staff reductions at The Times. Results included an after-tax noncash charge of $47.0 million ($.56 per share) against equity in operations to write down the Company's investment in Gaspesia to its net realizable value. 1992 - Results included a $53.8 million pre-tax loss ($.47 per share) on the closing of The Gwinnett (Ga.) Daily News. Results included a $3.1 million pre-tax gain ($.02 per share) from the sales of assets. Results included a $28.0 million pre-tax charge ($.20 per share) for voluntary union staff reductions at The Times. Results included $21.4 million pre-tax ($.15 per share) for labor disruptions and training and start-up costs at Edison. 1991 - Results included a $20.0 million pre-tax charge ($.15 per share) for voluntary union staff reductions at The Times. Results included the reversal of a provision for income taxes of $10.0 million ($.13 per share) for a favorable tax settlement. 1989 - Results included an after-tax gain of $193.3 million ($2.46 per share) from the sale of the Company's cable television operations. The gain and results of operations through the 1989 sale date are included as discontinued operations. Results included a $30.0 million pre-tax charge ($.22 per share) for voluntary union staff reductions at The Times. Results included an after-tax charge of $27.2 million ($.35 per share) for a valuation reserve against the Company's investment in the Forest Products Group. 1986 - Results included an interest charge of $8.5 million ($.05 per share) which relates to a court decision arising from the Company's 1981 acquisition of two cable television systems. 1985 - Results included a $2.8 million gain ($.03 per share) from the sale of property. The Company acquired five newspapers and two television stations for $389.6 million. F - 29 SCHEDULE II THE NEW YORK TIMES COMPANY VALUATION AND QUALIFYING ACCOUNTS FOR THE THREE YEARS ENDED DECEMBER 31, 1994 - -------------------------------------------------------------------------------- Column A Column B Column C Column D Column E - -------------------------------------------------------------------------------- Deduc- tions Additions for charged purposes Balance to costs for at and which Balance beginning expenses accounts at end of or were set of Description period revenues up period - -------------------------------------------------------------------------------- Dollars in thousands YEAR ENDED DECEMBER 31, 1994 Deducted from assets to which they apply Uncollectible accounts......... $17,108 $23,134 $17,974 $22,268 Returns and allowances, etc.... 26,399 44,562 65,072 5,889 ------- -------- -------- ------- Total...................... $43,507 $67,696 $83,046 $28,157 ======= ======== ======== ======= YEAR ENDED DECEMBER 31, 1993 Deducted from assets to which they apply Uncollectible accounts......... $12,809 $18,495 $14,196 $17,108 Returns and allowances, etc.... 20,491 71,657 65,749 26,399 ------- -------- -------- ------- Total...................... $33,300 $90,152 $79,945 $43,507 ======= ======== ======== ======= YEAR ENDED DECEMBER 31, 1992 Deducted from assets to which they apply Uncollectible accounts......... $13,020 $14,848 $15,059 $12,809 Returns and allowances, etc.... 17,621 61,154 58,284 20,491 ------- -------- -------- ------- Total...................... $30,641 $76,002 $73,343 $33,300 ======= ======== ======== ======= S-1 Exhibit Index ------------- (2.1) Agreement and Plan of Merger dated as of June 11, 1993, as amended by the First Amendment dated as of August 12, 1993, by and among the Company, Sphere, Inc. and Affiliated Publications, Inc. (filed as Exhibit 2 to the Form S-4 Registration Statement, Registration No. 33-50043, on August 23, 1993, and included as Annex I to the Joint Proxy Statement/Prospectus included in such Registration Statement (schedules omitted--the Company agrees to furnish a copy of any schedule to the Commission upon request), and incorporated by reference herein). (2.2) Stockholders Agreement dated as of June 11, 1993, by and between the Company and the other parties signatory thereto (filed as Exhibit 2.1 to the Form S-4 Registration Statement, Registration No. 33-50043, on August 23, 1993, and included as Annex II to the Joint Proxy Statement/Prospectus included in such Registration Statement, and incorporated by reference herein). (2.3) Asset Purchase Agreement between the Company, The Family Circle, Inc., Retail Magazines Marketing Company, Inc. and Gruner + Jahr Printing and Publishing Co., dated as of June 17, 1994 (filed as an Exhibit to the Company's Form 10-Q dated August 10, 1994, (Exhibits omitted - The Company agrees to furnish a copy of any exhibit to the Commission upon request), and incorporated by reference herein). (2.4) Fulfillment Agreement between the Company, The Family Circle, Inc. and Gruner + Jahr Printing and Publishing Co., dated as of July 26, 1994 (filed as an Exhibit to the Company's Form 10-Q dated August 10, 1994, and incorporated by reference herein). (3.1) Certificate of Incorporation as amended by the Class A and Class B stockholders and as restated on September 29, 1993 (filed as an Exhibit to the Company's Form 10-K dated March 21, 1994, and incorporated by reference herein). (3.2) By-laws as amended through February 17, 1994 (filed as an Exhibit to the Company's Form 10-K dated March 21, 1994, and incorporated by reference herein). (4) The Company agrees to furnish to the Commission upon request a copy of any instrument with respect to long-term debt of the Company and any subsidiary for which consolidated or unconsolidated financial statements are required to be filed, and for which the amount of securities authorized thereunder does not exceed 10% of the total assets of the Company and its subsidiaries on a consolidated basis. (9.1) Globe Voting Trust Agreement, dated as of October 1, 1993 (filed as an Exhibit to the Company's Form 10-K dated March 21, 1994, and incorporated by reference herein). (9.2) Jordan Voting Trust Agreement, dated as of January 29, 1987, as amended through May 15, 1987 (filed as Exhibit 9.2 to API's Form 10-K for fiscal year ended December 31, 1989, and incorporated by reference herein). (10.1) The Company's Executive Incentive Compensation Plan as amended through December 20, 1990 (filed as an Exhibit to the Company's Form 10-K dated March 1, 1991, and incorporated by reference herein). (10.2) The Company's 1991 Executive Stock Incentive Plan, as amended through December 15, 1994. (10.3) The Company's 1991 Executive Cash Bonus Plan, adopted on April 16, 1991 (filed as an Exhibit to the Company's Proxy Statement dated March 1, 1991, and incorporated by reference herein). (10.4) The Company's Non-Employee Directors' Stock Option Plan, adopted on April 16, 1991 (filed as an Exhibit to the Company's Proxy Statement dated March 1, 1991, and incorporated by reference herein). (10.5) The Company's Supplemental Executive Retirement Plan as amended through May 5, 1989 (filed as an Exhibit to the Company's Form 10-K dated March 29, 1990, and incorporated by reference herein). (10.6) Lease (short form) between the Company and Z Edison Limited Partnership dated April 8, 1987 (filed as an Exhibit to the Company's Form 10-K dated March 27, 1988, and incorporated by reference herein). (10.7) Agreement of Lease, dated as of December 15, 1993, between The City of New York, Landlord, and the Company, Tenant (as successor to New York City Economic Development Corporation (the "EDC"), pursuant to an Assignment and Assumption of Lease With Consent, made as of December 15, 1993, between the EDC, as Assignor, to the Company, as Assignee) (filed as an Exhibit to the Company's Form 10-K dated March 21, 1994, and incorporated by reference herein). (10.8) Funding Agreement #1, dated as of December 15, 1993, between the EDC and the Company (filed as an Exhibit to the Company's Form 10-K dated March 21, 1994, and incorporated by reference herein). (10.9) Funding Agreement #2, dated as of December 15, 1993, between the EDC and the Company (filed as an Exhibit to the Company's Form 10-K dated March 21, 1994, and incorporated by reference herein). (10.10) Funding Agreement #3, dated as of December 15, 1993, between the EDC and the Company (filed as an Exhibit to the Company's Form 10-K dated March 21, 1994, and incorporated by reference herein). (10.11) Funding Agreement #4, dated as of December 15, 1993, between the EDC and the Company (filed as an Exhibit to the Company's Form 10-K dated March 21, 1994, and incorporated by reference herein). (10.12) New York City Public Utility Service Power Service Agreement, made as of May 3, 1993, between The City of New York, acting by and through its Public Utility Service, and The New York Times Newspaper Division of the Company (filed as an Exhibit to the Company's Form 10-K dated March 21, 1994, and incorporated by reference herein). (10.13) Employment Agreement, dated May 19, 1993, between API, Globe Newspaper Company and William O. Taylor (filed as an Exhibit to the Company's Form 10-K dated March 21, 1994, and incorporated by reference herein). (10.14) API's 1989 Stock Option Plan (filed as Annex F-1 to API's Proxy Statement-Joint Prospectus, dated as of April 28, 1989, contained in API's Registration Statement on Form S-4 (Registration Statement No. 33-28373) declared effective April 28, 1989, and incorporated by reference herein). (10.15) API's Supplemental Executive Retirement Plan, as amended effective September 15, 1993 (filed as an Exhibit to the Company's Form 10-K dated March 21, 1994, and incorporated by reference herein). (10.16) API's 1990 Stock Option Plan (Restated 1991) (filed as Exhibit 1 to API's Quarterly Report on Form 10-Q for the Quarter ended June 30, 1991 (Commission File No. 1-10251), and incorporated by reference herein). (10.17) Form of Substituted Stock Option Agreement/Incentive 86 among API, its predecessor company and certain employees (filed as Exhibit 10.27 to Post-Effective Amendment No. 1 filed August 11, 1989, to API's Registration Statement on Form S-4 (Registration Statement No. 33-28373) declared effective April 28, 1989, and incorporated by reference herein). (10.18) Form of Substituted Stock Option Agreement/Incentive 87 among API, its predecessor company and certain employees (filed as Exhibit 10.29 to Post-Effective Amendment No. 1 filed August 11, 1989, to API's Registration Statement on Form S-4 (Registration Statement No. 33-28373) declared effective April 28, 1989, and incorporated by reference herein). (10.19) Form of Substituted Stock Option Agreement/Incentive 88 among API, its predecessor company and certain employees (filed as Exhibit 10.31 to Post-Effective Amendment No. 1 filed August 11, 1989, to API's Registration Statement on Form S-4 (Registration Statement No. 33-28373) declared effective April 28, 1989, and incorporated by reference herein). (21) Subsidiaries of the Company (23) Consent of Deloitte & Touche LLP (27) Financial Data Schedule EX-10.2 2 The New York Times Company 1991 EXECUTIVE STOCK INCENTIVE PLAN As approved by Class A and Class B Shareholders on April 16, 1991 As amended by the Board of Directors on December 15, 1994 - -------------------------------------------------------------------------------- [New York Times Logo] THE NEW YORK TIMES COMPANY 1991 EXECUTIVE STOCK INCENTIVE PLAN 1. NAME AND GENERAL PURPOSE The name of this plan is The New York Times Company 1991 Executive Stock Incentive Plan (hereinafter called the "Plan"). The purpose of the Plan is to enable the Company (as hereinafter defined) to retain and attract executives who enhance its tradition and contribute to its success by their ability, ingenuity and industry, and to enable them to participate in the long-term success and growth of the Company. 2. DEFINITIONS (a) "Awards"--has the meaning specified in Section 12 hereof. (b) "Board"--means the Board of Directors of the Company. (c) "Cash Plan"--means the Company's 1991 Executive Cash Bonus Plan. (d) "Code"--means the Internal Revenue Code of 1986, as amended. (e) "Committee"--means the Committee referred to in Section 3 of the Plan. If at any time no Committee shall be in office then the functions of the Committee specified in the Plan shall be exercised by those members of the Board who are Disinterested Persons. (f) "Common Stock"--means shares of the Class A Common Stock of the Company. (g) "Company"--means The New York Times Company, a corporation organized under the laws of the State of New York (or any successor corporation), and its subsidiaries (as hereinafter defined) and other non-corporate entities in which it owns directly or indirectly 40% or more of the equity interests. A "subsidiary" means any corporation in which the Company possesses directly or indirectly 50% or more of the combined voting power of all classes of stock. (h) "Consolidated Statement of Income"--means the consolidated statement of income (or any comparable statement, however designated) of the Company, audited by the independent certified public accountants of the Company and contained in the Company's annual report to stockholders or proxy statement. (i) "Disability"--means total disability as defined under the Company's long term disability plan, whether or not the Participant is covered by such plan, as determined by the Committee. (j) "Disinterested Person"--means any Director of the Company who at the time of acting is a "disinterested person" under Rule 16b-3 or any successor rule ("Rule 16b-3") under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). (k) "Equity in Operations of Forest Products Group"--means the amount designated as Equity in Operations of the Forest Products Group for the applicable year and shown separately in the Consolidated Statement of Income for such year. (l) "Fair Market Value"--means the arithmetic mean of the highest and lowest sales prices of the Common Stock as reported in the Consolidated Transactions of the American Stock Exchange ("AMSE") (or such other national securities exchange on which the Common Stock may be listed at the time of determination, and if the Common Stock is listed on more than one exchange, then on the one located in New York or if the Common Stock is listed only on the National Association of Securities Dealers Automated Quotations System ("NASDAQ"), then on such system) on the date of the grant or other date on which the Common Stock is to be valued hereunder. If no sale shall have been made on the AMSE, such other exchange or the NASDAQ on such date or if the Common Stock is not then listed on 1 any exchange or on the NASDAQ, Fair Market Value shall be determined by the Committee in accordance with Treasury Regulations applicable to incentive stock options. (m) "Participant"--means a key employee of the Company who is selected by the Committee to participate in any one or more parts of the Plan from among persons who in the judgment of the Committee are key employees of the Company. In general, key employees are those employees who have principal responsibility for, or who contribute substantially to, the management efficiency, editorial achievement or financial success of the Company. (n) "Pre-Tax Income"--means income before income taxes and Equity in Operations of Forest Products Group, as shown in the Consolidated Statement of Income for the applicable year, but before the amount of any provision for Awards under the Plan and awards under the Cash Plan for such year. (o) "Retirement"--means retirement as defined by the terms of "The New York Times Companies Pension Plan" which became effective December 31, 1988, or any successor retirement plan, whether or not the Participant is a member of such retirement plan, and, in the case of employees of Affiliated Publications, Inc., or any subsidiary thereof, who are not subject to the reporting requirements of Section 16 of the Exchange Act with respect to Common Stock and who retire under the terms of the Globe Newspaper Company Retirement Plan, which became effective January 1, 1994 (the "Globe Pension Plan") or any successor retirement plan, "Retirement" shall also mean retirement as defined by the terms of the Globe Pension Plan or any successor plan. 3. ADMINISTRATION OF THE PLAN The Plan shall be administered by the Board or the Committee appointed by it and composed of two or more directors all of whom shall be Disinterested Persons. The membership of the Committee shall be constituted so as to comply at all times with the applicable requirements of Rule 16b-3. The Committee shall serve at the pleasure of the Board and shall have such powers as the Board may from time to time confer upon it. 4. OPTIONS AND AWARDS UNDER THE PLAN Options, which include "Non-Qualified Options" and "Incentive Stock Options" or combinations thereof, are rights to purchase Common Stock of the Company. Non-Qualified Options and Incentive Stock Options are subject to the terms, conditions and restrictions provided in Part I of the Plan. Awards under the Plan may include one or more of the following types, either alone or in any combination thereof: (i) "Stock Awards," (ii) "Restricted Stock Awards," (iii) "Retirement Unit Awards," and (iv) "Performance Awards" or "Other Awards." Stock Awards are granted under Part IIA of the Plan. Restricted Stock Awards are granted under Part IIB of the Plan. Retirement Unit Awards are granted under Part IIC of the Plan. Performance Awards or Other Awards are granted under Part IID of the Plan. Awards are subject to the terms, conditions and restrictions provided in the respective subparts of Part II of the Plan. PART I STOCK OPTIONS. 5. PURPOSE The purpose of the Stock Option portion of the Plan is to provide an added incentive for effective service and high levels of performance to participating key employees of the Company by affording them an opportunity, under the terms of the Plan, to acquire Common Stock and thereby to increase their proprietary interest in the continued progress and success of the Company. 2 6. DETERMINATION OF OPTIONEES; SHARES SUBJECT TO OPTIONS (a) The Committee may grant options to purchase Common Stock ("Options") to key employees of the Company in such amounts as the Committee may determine, subject to the conditions and limitations set forth in the Plan. Options may be granted in combination with Awards made under the Plan, and Options may be granted to any Participant whether or not he or she was eligible for, or received, an Award. (b) There may be issued under the Plan pursuant to the exercise of Options, an aggregate of not more than 10,000,000 shares of Common Stock, subject to adjustment as provided in Sections 28 and 29 hereof. Shares of Common Stock issued pursuant to Options may be either authorized but unissued shares, treasury shares, reacquired shares, or any combination thereof. Any shares subject to an Option which expires without being exercised shall be available for issuance under new Options. 7. OPTION PRICE The exercise price of Common Stock subject to Options granted pursuant to the Plan shall be the Fair Market Value thereof at the time the Option is granted. If a Participant owns or is deemed to be the owner of, by reason of the attribution rules under Section 425(d) of the Code, more than 10% of the combined voting power of all classes of the stock of the Company or any subsidiary of the Company and an Option granted to such Participant is intended to qualify as an Incentive Stock Option within the meaning of Section 422 of the Code, the option price shall be no less than 110% of the Fair Market Value of the Common Stock on the date the Option is granted. 8. PAYMENT OF OPTION PRICE The purchase price is to be paid in full when the Option is exercised and stock certificates will be delivered only against such payment. Such purchase price may be paid in such form as the Committee may determine. Payment of the option price may be made (i) in cash, (ii) by delivering a properly executed exercise notice to the Company together with a copy of irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds to pay the purchase price, (iii) by delivering to the Company shares of Common Stock previously owned, (iv) by electing to have the Company retain Common Stock which would be otherwise issued on exercise of the Option, or (v) any combination of the foregoing forms, all subject to the approval of the Committee and to such rules as the Committee may adopt. In determining the number of shares of Common Stock necessary to be delivered to or retained by the Company, such Common Stock shall be valued at Fair Market Value. 9. TYPES OF STOCK OPTIONS (a) Options granted under the Plan may be two types, an incentive stock option ("Incentive Stock Option") and a non-qualified stock option ("Non-Qualified Option"). It is intended that Incentive Stock Options granted hereunder shall constitute incentive stock options within the meaning of Section 422 of the Code. Anything in the Plan to the contrary notwithstanding, (i) no provision of this Plan relating to Incentive Stock Options shall be interpreted, amended or altered, nor shall any discretion or authority granted under the Plan be so exercised, so as to disqualify either the Plan or any Incentive Stock Option granted under such provisions of the Code, and (ii) no Option designated by the Committee as a Non-Qualified Option shall constitute an Incentive Stock Option. In furtherance of the foregoing and not by way of limitation, no Incentive Stock Option shall be granted to a Participant who is not an employee of The New York Times Company or one of its subsidiaries. (b) If the aggregate Fair Market Value of the Common Stock (determined as of the date of grant) for which any optionee may for the first time exercise Incentive Stock Options in any calendar year under the Plan and any other stock option plan of the Company, considered in the aggregate, exceeds $100,000, such excess Incentive Stock Options will be treated as Non-Qualified Options. 3 10. TERMS OF STOCK OPTIONS (a) Each Option will be for a term of not more than ten years from the date of grant, except that if a Participant owns or is deemed to be the owner of, by reason of the attribution rules of Section 425(d) of the Code, more than 10% of the combined voting power of all classes of stock of the Company or any subsidiary of the Company and an Incentive Stock Option is granted to such Participant, the term of such Option shall be no more than five years from the date of grant. (b) An Option may not be exercised within one year after the date of grant except in the case of the death of the optionee or upon termination of active employment with the Company by reason of the Disability or Retirement of the optionee during such period (but subject to the provisions of Section 18 hereof with respect to any optionee subject to the reporting requirements of Section 16 of the Exchange Act). Thereafter, an Option shall be exercisable in such installments, if any, as the Committee may specify, and shall be exercisable during the optionee's lifetime only by the optionee (or, if the optionee is disabled, by any guardian or other legal representative appointed to represent him or her) and, except as provided in subsections (c) and (d) below, shall not be exercisable by the optionee unless at the time of exercise such optionee is an employee of the Company. (c) Upon termination of active employment with the Company by reason of Disability or Retirement, an optionee (or, if the optionee is disabled, any guardian or legal representative appointed to represent him or her) may exercise all Options otherwise exercisable by him or her at the time of such termination of employment (subject to the provisions of subsection (e) below) until the expiration thereof. In the event an optionee dies while employed by the Company or after termination of employment by reason of Disability or Retirement, the person who acquired the right to exercise his or her Options by reason of the death of the optionee, as provided in Section 30 hereof, may exercise such Options otherwise exercisable at the time of death (subject to the provisions of subsection (e) below) at any time until the expiration thereof. (d) Upon termination of employment with the Company for any reason other than death, Retirement or Disability, the optionee may exercise all Options otherwise exercisable by him or her at the time of such termination of employment for an additional one year after such termination of employment. In the event such optionee dies within such one- year period, the person who acquired the right to exercise his or her Options by reason of the death of the optionee, as provided in Section 30 hereof, may exercise such Options at any time within the period of the greater of (i) the remainder of the one-year period described in the foregoing sentence, or (ii) three months from the date of the optionee's death. For purposes of this Section 10(d), in the event that any optionee, who is not subject to the reporting requirements of Section 16 of the Exchange Act with respect to Common Stock, is rehired by the Company within one year of such optionee's termination of employment with the Company, such optionee shall be deemed not to have terminated employment for purposes of determining the expiration date of all unexpired non-qualified stock options held by such individual on the date of rehire, with the effect that such options shall continue to be exercisable at any time until the expiration thereof (subject to the terms thereof and the provisions of this Section 10). (e) Notwithstanding any of the foregoing, no Option shall be exercisable in whole or in part after the expiration date provided in the Option. In the event of the death of the optionee while employed by the Company, or the Disability or Retirement of the optionee, the Committee shall have the discretion to provide for the acceleration of the exercisability of Options exercisable over a period of time, or alternatively, to provide for all or any part of such Options to continue to become exercisable in such installments as originally specified by the Committee, or such revised installments as specified by the Committee at the time of termination of employment (but in no event beyond the original expiration date), in either case subject to such conditions as determined by the Committee in its discretion (but in all cases subject to the provisions of Section 18 hereof with respect to any optionee subject to the reporting requirements of Section 16 of the Exchange Act). No Option shall be transferable otherwise than by will or by the laws of descent and distribution. 4 11. OPTION AGREEMENTS In consideration of any Options granted to a Participant under the Plan, such Participant shall enter into an Option Agreement with the Company providing, in addition to such other terms as the Committee may deem advisable, that the optionee must remain in the employ of the Company for one year before such optionee will be entitled to exercise the Option, except as provided in Section 10 hereof with respect to death, Disability and Retirement, and specifying the installments, if any, in which such Option shall become exercisable. PART II AWARDS. 12. FORM OF AWARDS The Award portion of the Plan is designed to provide incentives for key employees of the Company by the making of awards of supplemental compensation ("Awards"). The Committee, subject to the terms and conditions hereof, may make Awards to a Participant in any one, or in any combination, of the following forms: (a) Common Stock as provided in Part IIA of the Plan ("Stock Awards"); (b) Restricted Stock as provided in Part IIB of the Plan ("Restricted Stock Awards"); (c) Retirement Units as provided in Part IIC of the Plan ("Retirement Unit Awards"); and (d) Performance Awards ("Performance Awards") or other forms of Awards ("Other Awards") as provided in Part IID of the Plan. Awards may be made to a Participant whether or not he or she is receiving an Option grant under Part I of the Plan for the year and whether or not he or she receives an award under the Cash Plan. Awards will be based on a Participant's performance in those areas for which the Participant is directly responsible. Performance for this purpose may be measured by the achievement of specific management goals such as, but not limited to, an increase in earnings or the operating cash flow of the Company, outstanding initiative or achievement in any department of the Company, or any other standards specified by the Committee. 13. MAXIMUM AMOUNT AVAILABLE FOR THE ACCRUAL OF AWARDS UNDER PART II OF THE PLAN FOR ANY YEAR (a) No accrual for Awards shall be made hereunder (or under the Cash Plan) for any year unless cash dividends of not less than ten cents ($.10) per share (subject to adjustment as provided in Sections 28 and 29 hereof) have been declared on the outstanding Class A and Class B Common Stock of the Company during such year. (b) In the event that the above condition is met for any year during the continuance of this Plan, the maximum aggregate amount that may be accrued for Awards under the Plan and the Cash Plan for such year shall be 4% of the sum of: (1) Pre-Tax Income plus (2) Equity in Operations of Forest Products Group. The Committee, in its sole discretion, may make adjustments in Pre-Tax Income and Equity in Operations of Forest Products Group to take account of extraordinary, unusual or infrequently occurring events and transactions, changes in accounting principles that substantially affect the foregoing, or such other circumstances as the Committee may determine warrant such adjustment. (c) As soon as feasible after the close of each year, the independent certified public accountants of the Company shall report the maximum amount that may be accrued for Awards for such year under the formula described in Section 13(b), subject to the second sentence of such Section. (d) If amounts are accrued in any year under the formula described in this Section 13 and are not awarded in full in such year under the Plan and the Cash Plan, such unawarded amounts may, in the discretion of the Committee, be carried forward and be available for Awards under the Plan and under 5 the Cash Plan in any future year without regard to the provisions of Sections 13(a) or (b) of the Plan applicable to Awards made in such year. (e) Awards under the Plan for any year may not exceed the sum of (i) the amount accrued for such year under Section 13(b) above plus (ii) unawarded accrued amounts carried forward from previous years under Section 13(d) above plus (iii) amounts that may become available for Awards pursuant to the last sentence of Section 15(c) hereof, minus (x) the amount of interest or dividend equivalents set aside during such year pursuant to Section 15(c) hereof and the amount of dividend equivalents allocated to Retirement Unit Accounts during such year pursuant to Section 24 hereof, and minus (y) the amount of awards made for such year under the Cash Plan (and any interest equivalents allocated during such year pursuant to Section 10(b) thereof). For this purpose, the amount of Awards of Common Stock under the Plan shall be based on the Fair Market Value of the Common Stock subject to Awards as of the date of grant of such Awards. (f) Subject to Sections 28 and 29 hereof, the aggregate number of shares of Common Stock for which Stock, Restricted Stock, Retirement Units, Performance and Other Awards may be made under the Plan shall not exceed 1,000,000 shares, which shall be treasury shares reserved for issuance of Awards under the Plan. Shares of Common Stock subject to, but not issued under, any deferred Award which has been discontinued by the Committee pursuant to the provisions hereof or any Restricted Stock which is forfeited by any Participant shall again be available for Awards under the Plan. 14. DETERMINATION OF AWARDS AND PARTICIPANTS (a) As promptly as practicable after the end of each year, the Committee may make Awards for such year and determine the amounts to be carried forward for Awards in future years. The Committee may also, in its discretion, make Awards prior to the end of the year based on the amounts available under clauses (ii) and (iii) of Section 13(e) and reasonable estimates of the accrual for the year in question. (b) The Committee shall have absolute discretion to determine the key employees who are to receive Awards under the Plan for any year and to determine the amount of such Awards based on such criteria and factors as the Committee in its sole discretion may determine, such as the Company's operating cash flow and overall financial performance. Recommendations as to the key employees who are to receive Awards under the Plan for any year and as to the amount and form of such Awards shall, however, be made to the Committee by the chief executive officer of the Company. The fact that an employee is selected as eligible for an Award shall not mean, however, that such employee will necessarily receive an Award. (c) A person whose employment terminates during the year or who is granted a leave of absence during the year may, in the discretion of the Committee and under such rules as the Committee may from time to time prescribe, be given an Award with respect to the period of such person's service during such year. 15. METHOD AND TIME OF PAYMENT OF AWARDS (a) Awards shall be paid in full as soon as practicable after the Award is made; provided, however, that the payment of any or all Awards may be deferred, divided into annual installments, or made subject to such other conditions as the Committee in its sole discretion may authorize under such rules and regulations as may be adopted from time to time by the Committee. (b) The Committee's rules and regulations may include procedures by which a Participant expresses a preference to the Committee as to the form of Award or method of payment of an Award but the final determination as to the form and the terms and conditions of any Award shall rest solely with the Committee. 6 (c) Awards deferred under the Plan shall become payable to the Participant or, in the event of the Participant's death, as specified in Section 30 hereof, in such manner, at such time or times (which may be either before or after Retirement or other termination of service), and subject to such conditions as the Committee in its sole discretion shall determine. In any year the Committee shall have the discretion to set aside, for payment in such year or any future year, interest on any deferred Award payable partly in cash, and amounts equivalent to dividends on any deferred Award payable wholly or partly in stock; provided, however, that the total amount of such interest and dividend equivalents shall be deducted from the maximum amount available for Awards under Section 13(e) of the Plan. Any forfeited deferred Awards (including any forfeited stock at its Award value) shall be carried forward and be available for Awards in any future year without regard to the provisions of Sections 13(a) or (b) of the Plan. 16. INDIVIDUAL AGREEMENTS (a) The Committee may in its discretion require that each Participant receiving an Award enter into an agreement with the Company which shall contain such terms and conditions as the Committee in its discretion may require. (b) The Committee may cancel any unexpired, unpaid or deferred Award at any time if the Participant is not in compliance with all applicable provisions of the agreement referred to above, if any, and the Plan. 17. STATUS OF PARTICIPANTS No Participant in this Plan shall be deemed to be a stockholder of the Company, or to have any interest in any stock or any specific assets of the Company by reason of the fact that deferred Stock Awards, Retirement Unit Awards, Performance Awards, Other Awards or dollar credits are to be recorded as being held for such Participant's account to be paid in installments in the future. The interest of all Participants shall derive from and be determined solely by the terms and provisions of the Plan set forth herein. 18. DISPOSITION OF STOCK RECEIVED UNDER AN AWARD; SECTION 16(B). In the case of any Participant subject to the reporting requirements of Section 16 of the Exchange Act, no shares of Common Stock received pursuant to any Award under the Plan or upon the exercise of any "derivative security" (as defined in the rules promulgated under Section 16 of the Exchange Act) received under the Plan may be sold, assigned, pledged or otherwise transferred for the period of time after the date of such Award or receipt of such derivative security as is specified in Rule 16b-3. PART IIA STOCK AWARDS. 19. DETERMINATION OF STOCK AWARDS (a) Each year the Committee shall designate those key employees of the Company who shall receive Stock Awards under this part of the Plan. Stock Awards are made in the form of grants of Common Stock, which may be delivered immediately, in installments or on a deferred date, as the Committee, in its discretion, may provide. (b) If the Committee determines that some portion of a Stock Award to a Participant shall be treated as a deferred Stock Award and payable in annual or other periodic installments, then the Participant will be notified in writing when such deferred Stock Awards shall be paid and over what period of time. As soon as feasible after the granting of such a Stock Award, there shall be reserved out of the treasury shares of the Company, a number (which may include a fraction) of shares of Common Stock equal to the number of shares of Common Stock so awarded. In each year at the discretion of the Committee there may also be allocated or credited to each Participant a dollar amount equal to the cash 7 dividends declared and paid by the Company on its Common Stock which the Participant would have received had such Participant been the owner of the number of shares of any Common Stock deferred for future payment. Any amounts provided for pursuant to the preceding sentence shall become payable in such manner, at such time or times, and subject to such conditions (which may include provision for an amount equivalent to interest on such dividend equivalents at rates fixed by the Committee) as the Committee in its sole discretion shall determine; provided, however, that the total value of such dividend equivalents (and any interest thereon) shall be deducted from the amount available for Awards under the provisions of Section 13(e) of the Plan. The Committee in its discretion may make appropriate equitable adjustments to such deferred Stock Award to account for any dividends of property (other than cash) declared and paid by the Company on its Common Stock, or to account for any other event described in Sections 28 and 29 hereof. PART IIB RESTRICTED STOCK AWARDS. 20. DETERMINATION OF RESTRICTED STOCK AWARDS Each year the Committee shall designate the key employees of the Company who shall receive Restricted Stock Awards. Shares awarded under this part of the Plan, while subject to the restrictions hereinafter set forth, are referred to as "Restricted Stock". 21. TERMS OF RESTRICTED STOCK AWARDS Any Award of Restricted Stock shall be subject to the following terms and conditions and to any other terms and conditions not inconsistent with the Plan as shall be prescribed by the Committee in its sole discretion and which may be contained in the agreement, if any, referred to in Section 16 above (or in any amendment thereto): (a) Delivery of Restricted Stock. Unless otherwise determined by the Committee, the Company shall transfer treasury shares to each Participant to whom an Award of Restricted Stock has been made equal to the number of shares of Restricted Stock specified in the Award, and hold the certificates representing such shares of Restricted Stock for the Participant for the period of time during which such shares shall remain subject to the restrictions set forth in the Award (the "Restricted Period"). Shares of Restricted Stock may not be sold, assigned, transferred, pledged, hypothecated or otherwise encumbered by a Participant during the Restricted Period, except as hereinafter provided. Except for the restrictions set forth herein and unless otherwise determined by the Committee, a Participant shall have all the rights of a stockholder with respect to the shares of Restricted Stock comprising his or her Award, including, but not limited to, the right to vote and the right to receive dividends (which if in shares of Common Stock shall be Restricted Stock under the same terms and conditions). (b) Lapse of Restricted Period. The Restricted Period shall commence upon the date of the Award (which unless otherwise specified by the Committee shall be the date the Restricted Stock is transferred to the Participant) and, unless sooner terminated as otherwise provided herein, shall continue for such period of time as specified by the Committee in the Award, which shall in no event be less than one year, and thereafter shall lapse in such installments, if any, as provided by the Committee in the Award. (c) Legend. Each certificate issued in respect of shares of Restricted Stock transferred or issued to a Participant under an Award shall be registered in the name of the Participant and shall bear the following (or a similar) legend: "THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS CONTAINED IN THE NEW YORK TIMES COMPANY 1991 EXECUTIVE STOCK INCENTIVE PLAN (THE "PLAN") APPLICABLE TO RESTRICTED STOCK AND TO THE RESTRICTED 8 STOCK AGREEMENT DATED (THE "AGREEMENT"), AND MAY NOT BE SOLD, PLEDGED, TRANSFERRED, ASSIGNED, HYPOTHECATED, OR OTHERWISE DISPOSED OF OR ENCUMBERED IN ANY MANNER DURING THE RESTRICTED PERIOD SPECIFIED IN SUCH AGREEMENT. COPIES OF SUCH PLAN AND AGREEMENT ARE ON FILE WITH THE SECRETARY OF THE COMPANY." (d) Death or Disability. Unless the Committee shall otherwise determine in the Award (and subject to Section 18 hereof), if a Participant ceases to be employed by the Company by reason of death or Disability, the Restricted Period covering all shares of Restricted Stock transferred or issued to such Participant under the Plan shall immediately lapse. (e) Retirement. Unless the Committee shall otherwise determine in the Award (and subject to the provisions of Section 18 hereof), the Restricted Period covering all shares of Restricted Stock transferred to a Participant under the Plan shall immediately lapse upon such Participant's Retirement, whether early or not. (f) Termination of Employment. Unless the Committee shall otherwise determine in the Award or otherwise determine at or after the date of grant, if a Participant ceases to be employed by the Company other than due to a condition described in Sections 21(d) or (e) above, all shares of Restricted Stock owned by such Participant for which the Restricted Period has not lapsed shall revert back to the Company upon such termination. Authorized leave of absence or absence in military service shall constitute employment for the purposes of this Section 21(f). Whether absence in government service may constitute employment for the purposes of the Plan shall be conclusively determined by the Committee. (g) Waiver of Forfeiture Provisions. The Committee, in its sole and absolute discretion (but subject to the provisions of Section 18 hereof), may waive the forfeiture provisions in respect of all or some of the Restricted Stock awarded to a Participant. (h) Issuance of New Certificates. Upon the lapse of the Restricted Period with respect to any shares of Restricted Stock, such shares shall no longer be subject to the restrictions imposed in the Award and shall no longer be considered Restricted Stock for the purposes of the Award and the Plan, and the Company shall issue new share certificates respecting such shares registered in the name of the Participant without the legend described in Section 21(c) in exchange for those previously issued. PART IIC RETIREMENT UNIT AWARDS. 22. DETERMINATION OF RETIREMENT UNIT AWARDS Each year the Committee shall designate those key employees of the Company who shall receive Retirement Unit Awards under the Plan. The Company shall create and maintain appropriate records of account for each Participant which shall be designated as the Participant's Retirement Unit Account. 23. CREDITS TO RETIREMENT UNIT ACCOUNTS The Committee shall allocate to each Participant selected to receive a Retirement Unit Award for that year such dollar amount as the Committee shall determine, taking into account the value of the Participant's services to the Company. Such dollar amount shall thereupon be converted into Retirement Units or fractions of Units and credited to each such Participant's Retirement Unit Account in a number equal to the quotient obtained by dividing such allocated dollar amount by the Fair Market Value of one share of Common Stock as of the date the allocation is made. 9 24. DIVIDEND CREDITS At the discretion of the Committee there may also be allocated in each year to each Participant a dollar amount equal to the cash dividends declared and paid by the Company on the Common Stock which the Participant would have received had such Participant been the owner of the number of shares of Common Stock equal to the number of the whole Retirement Units (but not fractional Units) credited to the Participant's Retirement Unit Account; provided, however, that the total value of such dividend equivalents shall be deducted from the amount available for Awards under Section 13 of the Plan. The dollar amounts allocated shall be converted into and credited to the Participants' Retirement Unit Accounts as Retirement Units or fractions thereof as set forth in Section 23 above as of the date on which such dividends were paid by the Company. No interest shall be paid on the dollar amount so allocated to the Retirement Unit Account of any Participant. The Committee in its discretion may make appropriate equitable adjustments to such Retirement Unit Accounts to account for any dividends of property (other than cash) declared and paid by the Company on its Common Stock, or to account for any other event described in Sections 28 and 29 hereof. 25. RESERVATION OF STOCK AND ACCOUNTING RECORDS The Company shall keep records of the Participant's Retirement Unit Accounts. At the time of any allocation to a Participant's account under Sections 23 or 24 hereof, there shall be reserved out of treasury shares of the Company a number (which may include a fraction) of shares of Common Stock equal to the number of Units or fraction thereof so allocated. 26. MATURITY AND PAYMENT AFTER MATURITY (a) The Retirement Unit Account of each Participant shall mature upon such Participant's death, Retirement or other termination of employment. (b) After maturity, the Company shall deliver to the Participant (or in the event of the death of the Participant, as specified in Section 30 hereof) in ten approximately equal annual installments, shares of Common Stock equal in the aggregate to the number of Retirement Units credited to the Participant's Retirement Unit Account. Any fraction of a Unit credited to the Participant's account at maturity shall be paid in cash with the first installment, the fractional Unit being converted into cash at the Fair Market Value of the Common Stock on such first payment date. The first such installment shall be paid within 90 days after maturity. However, the Committee in its discretion at or any time after maturity may, with the consent of the Participant (or the beneficiary of a deceased Participant as specified in Section 30 hereof), (i) defer the commencement of such distribution or defer any installment, (ii) deliver full payment of the shares of Common Stock equal to the aggregate number of Retirement Units credited to the Participant's Retirement Unit Account and the dollar amount credited thereto, or (iii) reduce or increase the number of annual installments in which the payments are to be made. (c) So long as Retirement Units remain credited to the Retirement Unit Account of a Participant subsequent to maturity, such account shall be credited with the dollar amount allocated to the account as dividends as provided for in Section 24 hereof. Any dollar amount so credited may be paid in cash with the next succeeding annual installment made under Section 26(b) above, or in such manner, at such time or times, and subject to such conditions as the Committee in its sole discretion shall determine; provided, however, that in the case of any dollar amount credited to an account after maturity in respect of a dividend declared prior to maturity, such dollar amounts shall be converted to Retirement Units as of the date of payment and the remaining installments of Common Stock shall be increased accordingly. 10 PART IID PERFORMANCE OR OTHER AWARDS. 27. DETERMINATION OF PERFORMANCE AND OTHER AWARDS (a) Each year the Committee in its sole discretion may authorize other forms of Awards such as, but not limited to, Performance Awards, if the Committee deems it appropriate to do so in order to further the purposes of the Plan. (b) A "Performance Award" shall mean an Award which entitles the Participant to receive Common Stock, Restricted Stock, Retirement Units, Options under Part I of the Plan or other compensation (which may include cash), or any combination thereof, in an amount which depends upon the financial performance of the Company during a stated period of more than one year. Performance for this purpose may be measured by the growth in book value of the Common Stock, an increase in per share earnings of the Company, an increase in operating cash flow, or any other indicators specified by the Committee. The Committee shall also fix the period during which such performance is to be measured, the value of a Performance Award for purposes of providing for the accrual pursuant to Section 13 of the Plan and the form of payment to be made in respect of the Performance Award. PART III GENERAL PROVISIONS. 28. STOCK DIVIDEND OR STOCK SPLIT If at any time the Company shall take any action whether by stock dividend, stock split, combination of shares, or otherwise, which results in a proportionate increase or decrease in the number of shares of Common Stock theretofore issued and outstanding, (i) the number of shares of Common Stock then subject to deferred Stock Awards, credited to Retirement Unit Accounts (matured or unmatured) or set aside for Performance or Other Awards, (ii) the number of outstanding Options, the number of shares of Common Stock for which such Options are exercisable and the exercise price thereof, (iii) the number of shares of Common Stock reserved for Stock Awards, and (iv) the number of shares of Common Stock reserved for Options, shall be increased or decreased in the same proportion. The Committee shall make an appropriate equitable adjustment to the provisions of Section 13(a) to take account of such increase or decrease in issued and outstanding shares. The Committee in its discretion may make appropriate equitable adjustments respecting deferred Stock Awards, Retirement Units, Performance or Other Awards and outstanding Options to take account of a dividend by the Company of property other than cash. All such adjustments shall be made by the Committee whose determination shall be conclusive and binding upon all Participants and any person claiming under or through any Participant. 29. RECLASSIFICATION OR MERGER If at any time the Company reclassifies or otherwise changes its issued and outstanding Common Stock (other than in par value) or the Company and one or more corporations merge and the Company is the surviving corporation of such merger, then each Stock Award, Retirement Unit (matured or unmatured), Performance Award or Other Award which at the time of such reclassification or merger is credited as a Stock Award, Retirement Unit, Performance Award or Other Award shall thereafter be deemed to be the equivalent of (and all Units thereafter credited to a Retirement Unit Account shall be computed with reference to), and outstanding Options shall be exercisable for, the shares of stock or other securities of the Company which pursuant to the terms of such reclassification or merger are issued with respect to each share of Common Stock. The Committee shall also make an appropriate equitable adjustment to the provisions of Section 13(a) to take account of such event. All such adjustments shall be made by the Committee whose determination shall be conclusive and binding upon all Participants and any person claiming under or through any Participant. 11 30. NON-ALIENATION OF BENEFITS Except as herein specifically provided, no right or unpaid benefit under this Plan shall be subject to alienation, assignment, pledge or charge and any attempt to alienate, assign, pledge or charge the same shall be void. If any Participant or person entitled to the benefits hereunder should attempt to alienate, assign, pledge or charge any benefit hereunder, then such benefit shall, in the discretion of the Committee, cease. Notwithstanding the foregoing, rights and benefits hereunder shall pass by will or the laws of descent and distribution in the following order: (i) to beneficiaries so designated by the Participant; if none, then (ii) to a legal representative of the Participant; if none, then (iii) to the persons entitled thereto as determined by a court of competent jurisdiction. Awards so passing shall be made at such times and in such manner as if the Participant were living. 31. WITHHOLDING OR DEDUCTION FOR TAXES If at any time specified herein for the making of any payment or delivery of any Common Stock to any Participant or beneficiary, any law or regulation of any governmental authority having jurisdiction in the premises shall require the Company to withhold, or to make any deduction for, any taxes or take any other action in connection with the payment or delivery then to be made, such payment or delivery shall be deferred until such withholding or deduction shall have been provided for by the Participant or beneficiary, or other appropriate action shall have been taken. Subject to the provisions of Rule 16b-3 and the consent of the Committee for persons subject to Section 16 of the Exchange Act, the Participant or beneficiary may satisfy the obligation for such withholding or deduction in whole or in part by electing to deliver shares of Common Stock already owned or to have the Company retain from the distribution shares of Common Stock, in each case having a Fair Market Value equal to the amount to be withheld or deducted. 32. ADMINISTRATION EXPENSES The entire expense of administering this Plan shall be borne by the Company. 33. GENERAL CONDITIONS (a) The Board in its discretion may from time to time amend, suspend or terminate any or all of the provisions of this Plan, provided that no change may be made which would prevent Incentive Stock Options granted under the Plan from being Incentive Stock Options as described therein without the consent of the optionees concerned, and further provided that the Board may not make any amendment which (1) changes the class of persons eligible for Incentive Stock Options, or (2) increases the total number of shares for which Options may be granted under Section 6(b), or (3) materially affects the provisions of Sections 13(a) or (b) of the Plan, or (4) increases the total number of shares authorized under Section 13(f) for which Awards may be granted, without the consent and approval of the holders of a majority of the outstanding shares of Class A and Class B Common Stock of the Company entitled to vote thereon, voting together as one class. The foregoing provisions shall not be construed to prevent the Committee from exercising its discretion, or to limit such discretion, to increase the total number of shares for which Options may be granted under Section 6(b) or the total number of shares authorized under Section 13(f) for which Awards may be granted, as expressly permitted by Sections 28 and 29 hereof, or to adjust the provisions of Sections 13(a) and (b) hereof as expressly permitted by Sections 13(b), 28 and 29 hereof, or otherwise to exercise any discretion to the extent expressly authorized hereunder. (b) Nothing contained in the Plan shall prohibit the Company from establishing incentive compensation arrangements in addition to this Plan and the Cash Plan. Payments made under any such separate arrangements shall not be included in or considered a part of the maximum dollar amount available for Awards under the Plan and Cash Plan, or number of shares available for Awards or Options under the Plan, and shall not be charged against the dollar or share amounts available for 12 Awards under the Plan and Cash Plan or Options under the Plan. In the discretion of the Committee, employees shall be eligible to participate in such other arrangements, as well as the Plan and Cash Plan, in the same year. (c) Nothing in this Plan shall be deemed to limit in any way the right of the Company to terminate a Participant's employment with the Company at any time. (d) The Committee may promulgate rules and regulations relating to the administration and interpretation of, and procedures under, the Plan. Any decision or action taken by the Company, the Board or the Committee arising out of or in connection with the construction, administration, interpretation and effect of the Plan shall be conclusive and binding upon all Participants and any person claiming under or through any Participant. (e) No member of the Board or of the Committee shall be liable for any act or action, whether of commission or omission, taken by any other member or by any officer, agent or employee, nor for anything done or omitted to be done by such Director except in circumstances involving actual bad faith. (f) Notwithstanding any other provision of this Plan, the Company shall not be obligated to make any Award, issue any shares of Common Stock, or grant any Option with respect thereto, unless it is advised by counsel of its selection that it may do so without violation of the applicable Federal and State laws pertaining to the issuance of securities, and may require any stock so issued to bear a legend, may give its transfer agent instructions, and may take such other steps, as in its judgment are reasonably required to prevent any such violation. (g) It is the intent of the Company that the Plan comply in all respects with Rule 16b-3, that any ambiguities or inconsistencies in construction of the Plan be interpreted to give effect to such intention and that if any provision of the Plan is found not to be in compliance with Rule 16b-3, such provision shall be deemed null and void to the extent required to permit the Plan to comply with Rule 16b-3. The Board may adopt rules and regulations under, and amend, the Plan in furtherance of the intent of the foregoing. 34. TRANSITION Upon the effectiveness of this Plan, as provided below, and the Cash Plan, such plans shall replace the Company's present Executive Incentive Compensation Plan ("EICP"), except that the EICP shall continue to govern options and awards of restricted stock outstanding under the EICP. No further awards will be made under the EICP, and all amounts accrued for awards under the EICP and unawarded shall be carried forward and be available for Awards under the Plan and awards under the Cash Plan. All unmatured and matured but undistributed retirement units and all performance awards respecting current performance cycles awarded under the EICP shall be deemed Retirement Units and Performance Awards awarded hereunder and any payments or distributions in respect thereof shall be made hereunder; provided, however, that the number of shares of Common Stock available for Awards pursuant to Section 13(f) hereof shall not be reduced by the number of such retirement units previously awarded under the EICP and paid subsequently under the Plan. 35. EFFECTIVE DATES The Plan shall become effective for periods beginning after January 1, 1991 if approved by the holders of a majority of the outstanding shares of Class A and Class B Common Stock of the Company entitled to vote thereon at the 1991 Annual Meeting of Stockholders, in person or by proxy, voting together as a single class. No Options may be granted or Awards made under the Plan after December 31, 2000, or such earlier expiration date as may be designated by resolution of the Board. 13 EX-21 3 EXHIBIT 21 SUBSIDIARIES OF THE COMPANY(1)(2)
JURISDICTION OF INCORPORATION OR NAME OF SUBSIDIARY ORGANIZATION - -------------------------------------------------------------- --------------- Affiliated Publications, Inc.................................. Massachusetts Globe Newspaper Company..................................... Massachusetts Boston Globe Electronic Publishing, Inc..................... Massachusetts Boston Globe Investments, Inc............................... Massachusetts Zakrewski Ltd. Partnership (99%).......................... Massachusetts Community Newsdealers Inc................................... Massachusetts Globe Specialty Products, Inc............................... Massachusetts New England Direct, Inc................................... Massachusetts Retail Sales, Inc........................................... Massachusetts Wilson Tisdale Company...................................... Massachusetts Comet-Press Newspapers, Inc................................... Delaware Crossroads Holding Corporation................................ New Jersey Cruising World Publications, Inc.............................. Delaware Donohue Malbaie Inc. (49%).................................... Canada Fernandina Beach News-Leader, Inc............................. Florida Gainesville Sun Publishing Company............................ Florida Golf Digest/Tennis, Inc....................................... Delaware Golf World Limited............................................ United Kingdom Hendersonville Newspaper Corporation.......................... North Carolina International Herald Tribune S.A. (50%)....................... France Lake City Reporter, Inc....................................... Florida Lakeland Ledger Publishing Corporation........................ Florida London Bureau Limited......................................... United Kingdom Northern SC Paper Corporation (80%)........................... Delaware Madison Paper Industries (partnership)...................... Maine NYT 1896T, Inc................................................ Delaware NYTRNG, Inc................................................... Delaware NYT Special Services, Inc. ................................... Delaware Ocala Star-Banner Corporation................................. Florida 110 Fifth Avenue Corporation.................................. Iowa Retail Magazines Marketing Company, Inc....................... New York Time Distribution Services (partnership) (37%).............. New York Rome Bureau S.r.l............................................. Italy Sarasota Herald-Tribune Co.................................... Florida Sebring News-Sun, Inc......................................... Florida The Dispatch Publishing Company, Inc.......................... North Carolina The Houma Courier Newspaper Corporation....................... Delaware The Leesburg Daily Commercial, Inc............................ Florida The New York Times Broadcasting Service, Inc.................. Tennessee Interstate Broadcasting Company, Inc........................ New York The Times Southwest Broadcasting, Inc....................... Arkansas The New York Times Distribution Corporation................... Delaware The New York Times Sales, Inc................................. Delaware The New York Times Syndication Sales Corporation.............. Delaware The Palatka Daily News, Inc................................... Florida Times Leasing, Inc............................................ Delaware Times On-Line Services, Inc................................... New Jersey TSP Newspapers, Inc........................................... Delaware Times Daily, Inc............................................ Alabama Wilmington Star-News, Inc..................................... New York WNEP-TV, Inc.................................................. Pennsylvania
- ------------ (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. EX-23 4 EXHIBIT 23 INDEPENDENT AUDITORS' CONSENT THE NEW YORK TIMES COMPANY: We consent to the incorporation by reference in Registration Statements No. 2-91826, 33-31538, 33-43210, 33-43211, 33-50461, 33-50465, 33-50457, 33-50467, 33-50459 and 33-56219 on Forms S-8 and in Registration Statement No. 33-57403 on Form S-3 of our report dated February 9, 1995, appearing in this Annual Report on Form 10-K of The New York Times Company (the "Company") for the year ended December 31, 1994. We also consent to the Company extending the reference to us under the heading "Experts" in Registration Statements No. 33-31538 and 33-56219 to comprehend our report, dated February 9, 1995, on the consolidated balance sheets of the Company as of December 31, 1994 and 1993, and the related consolidated statements of operations, stockholders' equity and cash flows for each of the three years in the period ended December 31, 1994 included in the aforementioned Form 10-K. DELOITTE & TOUCHE LLP New York, New York March 9, 1995 EX-27 5
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CONSOLIDATED STATEMENTS OF OPERATIONS AND CONSOLIDATED BALANCE SHEETS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 YEAR DEC-31-1994 DEC-31-1994 41,419 0 275,907 28,157 30,545 411,774 1,818,768 660,017 3,137,631 451,232 523,196 10,862 0 1,753 1,532,677 3,137,631 0 2,357,563 0 1,262,724 0 0 28,162 383,953 173,868 213,349 0 0 0 213,349 2.05 2.05 Includes a net pre-tax gain of $200.9 million ($103.3 million after taxes or $.99 per share) relating to the divestitures of the Women's Magazines Division, U.K. golf publications and a minority interest in a Canadian newsprint mill.
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