UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549


FORM 10-K

ANNUAL REPORT PURSUANT TO SECTIONAnnual Report pursuant to Section 13 ORor 15(d)
OF THE SECURITIES EXCHANGE ACT OF of the Securities Exchange Act of 1934


FOR THE FISCAL YEAR ENDED DECEMBER 25, 2005
For the fiscal year ended
December 31, 2006


COMMISSION FILE NUMBERCommission file number 1-5837

The New York Times Company
THE NEW YORK TIMES COMPANY

(Exact name of registrant as specified in its charter)

New York

(State or other jurisdiction of
incorporation or organization)
 13-1102020

(I.R.S. Employer
Identification No.)

229 West 43rd Street, New York, N.Y.

(Address of principal executive offices)

 
10036
10036
(Zip code)

Registrant's telephone number, including area code: (212) 556-1234

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
Name of each exchange on
which registered

Class A Common Stock of $.10 par value Name of each exchange on which registered
New York Stock Exchange

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

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes.  X   No.  

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.  Yes.     No.  X

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days.  Yes.  X   No.  

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  o

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

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

The aggregate worldwide market value of Class A Common Stock held by non-affiliates, based on the closing price on June 24, 2005,23, 2006, the last business day of the registrant's most recently completed second quarter, as reported on the New York Stock Exchange, was approximately $3.6$3.2 billion. As of such date, non-affiliates held 82,70684,494 shares of Class B Common Stock. There is no active market for such stock.

The number of outstanding shares of each class of the registrant's common stock as of February 10, 2006,23, 2007, was as follows: 144,358,849143,092,644 shares of Class A Common Stock and 834,242832,572 shares of Class B Common Stock.

Document incorporated by reference
Part
Proxy Statement for the 20062007 Annual Meeting of Stockholders III






INDEX TO THE NEW YORK TIMES COMPANY 20052006 ANNUAL REPORT ON FORM 10-K

 ITEM NO.   

 ITEM NO.
 PAGE
     Explanatory Note     


 

 

 

 

 

 
PART I   Forward-Looking Statements 1PART I     Forward-Looking Statements  1  
  1  Business  1  
     Introduction  1  
     News Media Group  2  
 1 Business 1
   Introduction 1      Advertising Revenue  2  
   News Media Group 2
   Advertising Revenue 2      The New York Times Media Group  2  
   The New York Times Media Group 3
   The New York Times 3      New England Media Group  4  
   Circulation 3
   Advertising 3      Regional Media Group  5  
   Production and Distribution 3
   NYTimes.com 3      About.com  5  
   International Herald Tribune 4
   Radio 4      Broadcast Media Group  6  
   Other Businesses 4
   New England Media Group 5      Forest Products Investments and Other Joint Ventures  7  
   Circulation 5
   Advertising 5      Raw Materials  7  
   Production and Distribution 5
   Boston.com 5      Competition  8  
   Regional Media Group 6
   Broadcast Media Group 6      Employees  9  
   About.com 7
   Forest Products Investments and Other Joint Ventures 8      Labor Relations  9  
   Forest Products Investments 8
   Other Joint Ventures 8   1A Risk Factors  10  
   Raw Materials 8
   Competition 9   1B Unresolved Staff Comments  13  
   Employees 10
   Labor Relations 10   2  Properties  14  
 1A Risk Factors 11
 2 Properties 15   3  Legal Proceedings  14  
 3 Legal Proceedings 15
 4 Submission of Matters to a Vote of Security Holders 16   4  Submission of Matters to a Vote of Security Holders
Executive Officers of the Registrant
  15
15
  
   Executive Officers of the Registrant 16

PART II

 

5

 

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

 

18
PART II  5  Market for the Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities
  17  
   Equity Compensation Plan Information 18
   Unregistered Sales of Equity Securities 18   6  Selected Financial Data  20  
   Issuer Purchases of Equity Securities 19
 6 Selected Financial Data 19   7  Management's Discussion and Analysis of
Financial Condition and Results of Operations
  25  
 7 Management's Discussion and Analysis of Financial Condition
and Results of Operations
 19
 7A Quantitative and Qualitative Disclosures About Market Risk 19   7A Quantitative and Qualitative Disclosures About Market Risk  48  
 8 Financial Statements and Supplementary Data 19
 9 Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
 19   8  Financial Statements and Supplementary Data  49  
 9A Controls and Procedures 20
 9B Other Information 20   9  Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
  111  
  9A Controls and Procedures  111  
  9B Other Information  112  

PART III

 

10

 

Directors and Executive Officers of the Registrant

 

21
PART III  10  Directors, Executive Officers and Corporate Governance  113  
 11 Executive Compensation 21
 12 Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters
 21   11  Executive Compensation  113  
 13 Certain Relationships and Related Transactions 21
 14 Principal Accountant Fees and Services 21   12  Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters
  113  
  13  Certain Relationships and Related Transactions, and Director Independence  113  
  14  Principal Accounting Fees and Services  113  

PART IV

 

15

 

Exhibits and Financial Statement Schedules

 

22
PART IV  15  Exhibits and Financial Statement Schedules  114  




EXPLANATORY NOTE

In this Annual Report on Form 10-K, we are restating the Consolidated Balance Sheet as of December 25, 2005 and the Consolidated Statements of Operations, Consolidated Statements of Cash Flows, and Consolidated Statements of Changes in Stockholders' Equity for the 2005 and 2004 fiscal years and related disclosures. This Annual Report on Form 10-K also reflects the restatement of:

–  "Selected Financial Data" for our 2002 through 2005 fiscal years in Item 6,

–  "Management's Discussion and Analysis of Financial Condition and Results of Operations" for our 2005 and 2004 fiscal years in Item 7, and

–  "Quarterly Information (Unaudited)" for the first three quarters of fiscal 2006 and all of fiscal 2005.

See "Item 7 – Management's Discussion and Analysis of Financial Condition and Results of Operations" and Note 2 (Restatement of Financial Statements) of the Notes to the Consolidated Financial Statements for more detailed information regarding the restatement and the changes to previously issued financial statements.

The previously issued financial statements are being restated because we have determined that they contain errors in accounting for pension and postretirement liabilities. The reporting errors arose principally from the treatment of pension and benefits plans established pursuant to collective bargaining agreements between The New York Times Company and its subsidiaries, on the one hand, and The New York Times Newspaper Guild, on the other, as multi-employer plans. The plans' participants include employees of The New York Times and a Company subsidiary, as well as employees of the plans' administrator. We have concluded that, under accounting principles generally accepted in the United States of America, the plans should have been accounted for as single-employer plans. The main effect of the change is that we must account for the present value of projected future benefits to be provided under the plans. Previously, we had recorded the expen se of our annual contributions to the plans.

The restatement also reflects the effect of other unrecorded adjustments previously determined to be immaterial, mainly related to accounts receivable allowances and accrued expenses.

The impact of the restatement is not material from an income and cash flows statement perspective. For 2005, the impact was a $.04 reduction in diluted earnings per share. However, the impact is material from a balance sheet perspective. The cumulative effect of the restatement resulted in a reduction in stockholders' equity of approximately $65 million as of December 25, 2005.

Previously filed annual reports on Form 10-K and quarterly reports on Form 10-Q affected by the restatement have not been amended and, as such, should not be relied upon. On January 31, 2007, we filed a Current Report on Form 8-K announcing that the Audit Committee of our Board had concluded that our previously issued financial statements should no longer be relied upon.

2006 ANNUAL REPORT – Explanatory Note



PART I


FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K, including the sections titled "Item 1A—1A – Risk Factors" and "Management's"Item 7 – Management's Discussion and Analysis of Financial Condition and Results of Operations" on pages F-3 to F-20,Operations," contains forward-looking statements that relate to future events or our future financial performance. We may also make written and oral forward-looking statements in our Securities and Exchange Commission ("SEC") filings and otherwise. We have tried, where possible, to identify such statements by using words such as "believe," "expect," "intend," "estimate," "anticipate," "will," "project," "plan" and similar expressions in connection with any discussion of future operating or financial performance. Any forward-looking statements are and will be based upon our then-current expectations, estimates and assumptions regarding future events and are applicable only as of the dates of such statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

By their nature, forward-looking statements involveare subject to risks and uncertainties that could cause actual results to differ materially from those anticipated in any forward-looking statements.You should bear this in mind as you consider forward-looking statements. Such factorsFactors that, individually or in the aggregate, we think could cause our actual results to differ materially from expected and historical results include those described in "Item 1A—Risk1A-Risk Factors" below as well as other risks and factors identified from time to time in our SEC filings.

ITEM 1. BUSINESS.BUSINESS

INTRODUCTION

The New York Times Company (the "Company") was incorporated on August 26, 1896, under the laws of the State of New York. The Company is a diversified media company includingthat currently includes newspapers, Internet businesses, television and radio stations, investments in paper mills and other investments. Financial information about industryour segments is incorporated by reference tocan be found in "Item 7 – Management's Discussion and Analysis of Financial Condition and Results of Operations" and in Note 1618 of the Notes to the Consolidated Financial Statements on pages F-48 to F-50 of this report.Statements. The Company and its consolidated subsidiaries are referred to collectively in this Annual Report on Form 10-K as "we," "our" and "us."

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

In 2005,2006, we classified our businesses based on our operating strategies into the following segments:

two segments, the News Media Group:

Group and About.com.

The News Media Group consists of the following:

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

2007);

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

the T&G's Web site, Telegram.com; and

–  the Regional Media Group, consisting of 15which includes 14 daily newspapers in Alabama, California, Florida, Louisiana, North Carolina and South Carolina and related print and digital businesses (including the North Bay Business Journal, a weekly publication targeting business leaders in California's Sonoma, Napa and Marin counties,businesses.

About.com, which we acquired February 2005).

1


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

About.com: Onon March 18, 2005, we acquired About.com, a leading online source for originalis one of the Web's most comprehensive consumer solutions sources, and provides users with information and advice. About.comadvice on thousands of topics.

On January 3, 2007, we entered into an agreement to sell our Broadcast Media Group, consisting of nine network-affiliated television stations, their related Web sites and the digital operating center, to Oak Hill Capital Partners, for $575 million. The transaction is subject to regulatory approvals and is expected to close in the first half of 2007. The Broadcast Media Group previously represented a separate reportable segment of the Company.

In accordance with Statement of Financial Accounting Standards ("FAS") No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, the Broadcast Media Group's results of operations are presented as discontinued operations and certain assets and liabilities are classified as held for sale for all periods presented (see Note 5 of the Notes to the Consolidated Financial Statements). For purposes of comparability, certain prior year information has been reclassified to conform with the 2006 pre sentation.

Part I – THE NEW YORK TIMES COMPANY P.1



Additionally, we own equity interests in a Canadian newsprint company and a supercalendered paper manufacturing partnership in Maine; the Discovery Times Channel ("DTC"), a digital cable television channel; New England Sports Ventures, LLC ("NESV"), which owns the Boston Red Sox, baseball club (including Fenway Park and adjacent real estate, approximately 80% of New England Sports Network the(the regional cable sports network that televises the Red Sox games); and 50% of Roush Fenway Racing, a leading NASCAR team; and Metro Boston LLC ("Metro Boston"), which publishes a free daily newspaper catering to young professionals and students in the Boston metropolitan area (interest acquired on March 10, 2005).area.

In October 2006, we sold our 50% ownership interest in Discovery Times Channel, a digital cable channel, for $100 million.

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

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

NEWS MEDIA GROUP

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

Advertising Revenue

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

 
  
  
 Classified

  
  
  
 
 
  
  
  
 Other
Advertising
Revenue

  
 
 
 National

 Retail and
Preprint

 Help
Wanted

 Real
Estate

 Auto

 Other

 Total
Classified

 Total

 

 
The New York Times Media Group 651%14%6%9%3%2%20%1%100%

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

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

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

 
1
Includes all advertising revenue of the IHT.

Advertising revenue and print volume information for the News Media Group appears on page F-9under "Item 7 – Management's Discussion and Analysis of this Annual Report on Form 10-K.Financial Condition and Results of Operations."

Below is a percentage breakdown of 2006 advertising revenue by division:

    Classified   
  National Retail
and
Preprint
 Help
Wanted
 Real
Estate
 Auto Other Total
Classified
 Other
Advertising
Revenue
 Total 
The New York Times
Media Group
  64(1)   14   5   10   3   2   20   2   100  
New England Media Group  26   31   11   13   9   5   38   5   100  
Regional Media Group  3   48   13   15   10   5   43   6   100  
Total News Media Group  45   24   8   12   5   3   28   3   100  

2(1)  Includes all advertising revenue of the IHT.


The New York Times Media Group

The New York Times

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

Circulation

The Times is circulated in each of the 50 states, the District of Columbia and worldwide. Approximately 49%48% of the weekday (Monday through Friday) circulation is sold in the 31 counties that make up the greater New York City area, which includes New York City, Westchester, Long Island, and parts of upstate New York, Connecticut, New Jersey and Pennsylvania; 51%52% is sold elsewhere. On Sundays, approximately 44% of the circulation is sold in the greater New York City area and 56% elsewhere. According to reports filed with the Audit Bureau of Circulations ("ABC"), an independent agency that audits the circulation of most U.S. newspapers and magazines, for the six-month period ended September 30, 2005,2006, The Times had the largest daily and Sunday circulation of all seven-day newspapers in the United States.

The Times's average net paid weekday and Sunday circulation for the years ended December 25, 2005,31, 2006, and December 26, 2004,25, 2005, are shown below:


 Weekday (Mon. - Fri.)

 Sunday


 (Thousands of copies)


(Thousands of copies)(Thousands of copies) Weekday (Mon. - Fri.) Sunday 
20062006  1,103.6   1,637.7  
2005 1,135.8 1,684.72005  1,135.8   1,684.7  

2004 1,124.7 1,669.7

Change 11.1 15.0Change  (32.2)  (47.0) 

P.2 2006 ANNUAL REPORT – Part I



The increasesdecreases in weekday and Sunday copies sold in 20052006 compared with 20042005 were due to increased copies to schools, colleges and corporate accounts.declines in single copy sales.

Approximately 61%62% of the weekday and 66%69% of the Sunday circulation was sold through home delivery in 2005;2006; the remainder was sold primarily on newsstands.

According to Nielsen//NetRatings, an Internet traffic measurement service, The Times reaches 517.3 million printunduplicated readers on weekdaysin the United States every month via the weekday and 7 million on Sunday according to a 2004 study by Scarborough, an independent market research vendor.newspaper, and NYTimes.com.

Advertising

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

According to data compiled by TNS Media Intelligence, an independent agency that measures advertising sales volume and estimates advertising revenue, The Times had a 50.3%49.6% market share in 20052006 in advertising revenue among a national newspaper set that includes USA Today, The Wall Street Journal and The New York Times. Based on recent data provided by TNS Media Intelligence and The Times's internal analysis, The Times believes that it ranks first by a substantial margin in advertising revenue in the general weekday and Sunday newspaper field in the New York City metropolitan area.

Production and Distribution

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

In 2005 and earlyOn July 18, 2006, The Times added two new contract print sites: Toronto, serving greater Toronto, as well as Buffalo, Rochester and other areas in upstatewe announced plans to consolidate our New York metro area printing into our newer facility in College Point, N.Y., and Houston.close our older Edison, N.J., facility. The Timesplant consolidation is reviewing several markets for additional expansionexpected to be completed in 2006.the second quarter of 2008.

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

NYTimes.com

The Times's Web site, NYTimes.com, reaches wide audiences across the New York metropolitan region, the nation and around the world. InAccording to Nielsen//NetRatings, average monthly unique users in the United States according to Nielsen NetRatings, an Internet traffic measurement service, average unique users visiting NYTimes.com reached 12.4 million in 2006 compared with 11.0 million per month in

3


2005 compared with 9.2 million per month in 2004.2005. According to NYTimes.com internal metrics, in 2005,2006, NYTimes.com had 1714.8 million average monthly unique users worldwide. In addition, over 3.2 million people receive requested newsletters from NYTimes.com each day.

NYTimes.com primarily derives its revenue primarily from the sale of advertising. Advertising is sold to both national and local customers and includes Web siteonline display advertising (banners, half-page units, rich media), classified advertising (help-wanted, real estate, automobiles) and contextual advertising (links supplied by Google, an Internet search engine)Google). In September 2005, The Times introduced TimesSelect, a product offering subscribers exclusive online access to columnists of The Times and the IHT and featuring access to The Times's extensive archives, previews of various sections, and tools for tracking and storing news and information. TimesSelect is priced annually at $49.95 or monthly at $7.95, but is available to home-delivery subscribers at no additional fee. AsTimesSelect currently has approximately 627,000 subscribers, with about 66% receiving TimesSelect as a benefit of mid-Februarytheir home-delivery subscriptions and about 34% receiving it from online-only subscriptions.

On August 28, 2006, there were approximately 425,000 subscribers, including home-deliverywe acquired Baseline StudioSystems ("Baseline"), a leading online database and online-only subscribers.research service for information on the film and television industries. Baseline is part of NYTimes.com.

International Herald Tribune

The IHT, a daily (Monday through Saturday) newspaper, commenced publishing in Paris in 1887, is printed at 3134 sites throughout the world and is sold in more than 185 countries. The IHT's average circulation for the years ended December 31, 2006, and December 25, 2005, and December 26, 2004, were 242,000 (estimated) and 241,000.242,184. These figures follow the guidance of Diffusion Controle, an agency based in Paris and a member of the International Federation of Audit Bureaux of Circulations that audits the circulation of most of France's newspapers and magazines. The figure for 2005 is an estimate as final 2005 numbers2006 figure will not be available until April 2006.2007. In 2005,2006, 60% of the circulation was sold in Europe, the Middle East and Africa, 38% was sold in the Asia Pacific region and 2% was sold in the Americas.

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

Radio

Beginning in fiscal 2005, ourOur two New York City radio stations, WQXR-FM and WQEW-AM, formerly part ofserve the Broadcast Media Group, were included in TheNew York City metropolitan area. In addition, the recently launched New York Times Media Group.Radio News, a new department of WQXR our classical music radioproducing newscasts heard on the station, is working with NYTimes.com and The Times's News Services Division to expand the distribution of Times-branded news and information on the radio,a variety of audio

Part I – THE NEW YORK TIMES COMPANY P.3



platforms, through The Times's own resources and in collaboration with strategic partners.

WQXR, The Times's classical music station, receives revenues through advertising sales, often in conjunction with The Times's selling effort. WQEW receives revenues under a time brokerage agreement with ABC,Radio Disney New York, LLC (ABC, Inc.'s successor in interest), which currentlythat provides substantially all of WQEW's programming. Under a separate optionOn January 25, 2007, Radio Disney New York, LLC entered into an agreement ABC, Inc. has the right to acquire WQEW atfor $40 million. The sale is currently expected to close in the endfirst quarter of 2006. 2007 and is subject to Federal Communications Commission ("FCC") approval.

The radio stations are operated under licenses from the Federal Communications Commission ("FCC")FCC and are subject to FCC regulation. Radio license renewals are typically granted for terms of eight years. The licenseslicense renewal applications for boththe radio stations expirewere timely filed on January 31, 2006, four months before the scheduled expiration date of the licenses. The WQEW application was granted for an eight-year term expiring June 1, 2006, and applications will be filed in 2006 to renew them.2014. We anticipate that our radio licensesthe WQXR application, which is currently pending, will be renewed for eight-year periods.a term expiring June 1, 2014.

Other Businesses

The New York Times Media Group's other businesses include The New York Times Index, which produces and licenses The New York Times Index, a print publication, Digital Archive Distribution, which licenses electronic archive databases to resellers of that information in the business, professional and library markets, and The New York Times News Services Division. The New York Times News Services Division is made up of Syndication Sales, which transmits articles, graphics and photographs from The Times, the Globe and other publications to approximately 650over 1,000 newspapers and magazines in the United States and in more than 5080 countries worldwide, and markets other supplemental news services and feature material, graphics and photographs from The Times and other leading news sources to newspapers and magazines around the world; and Business Development, which comprises Photo Archives, Book Development, Rights & Permissions, licensing and a small publicationpublica tion unit.

4


New England Media Group

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

Circulation

The Globe is distributed throughout New England, although its circulation is concentrated in the Boston metropolitan area. According to ABC, for the six-month period ended September 30, 2005,2006, the Globe ranked first in New England for both daily and Sunday circulation volume.

The Globe's average net paid weekday and Sunday circulation for the years ended December 25, 2005,31, 2006, and December 26, 2004,25, 2005, are shown below:


 Weekday (Mon. - Fri.)

 Sunday

 

 (Thousands of copies)

 

 
(Thousands of copies)(Thousands of copies) Weekday (Mon. - Fri.) Sunday 
20062006  389.2   588.2  
2005 413.3 646.4 2005  413.3   646.4  

 
2004 453.8 694.1 

 
Change (40.5)(47.7)Change  (24.1)  (58.2) 

 

The decreases in weekday and Sunday copies sold in 20052006 compared with 20042005 were primarily due in part to a directed effort to reduce the Globe's "other paid"other paid circulation (primarily third-party bulk sponsored copies but also hotel copies); the positive impact in 2004 of the Red Sox World Series victory; and, as well as continuing adverse effects of telemarketing legislation.

Approximately 75%76% of the Globe's weekday circulation and 68%71% of its larger Sunday circulation werewas sold through home delivery in 2005;2006; the remainder was sold primarily on newsstands.

The BostonAccording to a 2005/2006 Gallup Poll, in the United States, the Globe reaches 1.13.3 million printunduplicated readers on weekdaysevery month via the weekday and 1.6 million on Sunday according to a 2005 Scarborough study.newspaper, and Boston.com.

The T&G, the Sunday Telegram and several Company-owned non-daily newspapers—newspapers – some published under the name of Coulter Press—Press – circulate throughout Worcester County and northeastern Connecticut. The T&G's average net paid weekday and Sunday circulation, for the years ended December 25, 200531, 2006, and December 26, 2004,25, 2005, are shown below:

 
 Weekday (Mon. - Fri.)

 Sunday


2005 99,200 115,100

2004 103,000 121,300

(Thousands of copies) Weekday (Mon. - Fri.) Sunday 
 2006   91.3   105.6  
 2005   99.2   115.1  

Advertising

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

Based on information supplied by major daily newspapers published in New England and assembled by the New England Newspaper Association, Inc. for the year ended December 25, 2005,31, 2006, the Globe ranked first

P. 4 2006 ANNUAL REPORT – Part I



and the T&G ranked tenthsixth in advertising inches among all daily newspapers published in New England.

Production and Distribution

All editions of the Globe are printed and prepared for delivery at its main Boston plant or its Billerica, Mass. satellite plant. Virtually all of the Globe's home-delivered circulation was delivered in 20052006 by a third-party service provider.

Boston.com

The Globe's Web site, Boston.com, reaches wide audiences in the New England region, the nation and around the world. In the United States, according to Nielsen Nielsen//NetRatings, average unique users visiting Boston.com reached 4.0 million per month in 2006 compared with 3.5 million per month in 2005 compared with 3.2 million per month in 2004.2005.

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

5


Regional Media Group

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

The average weekday and Sunday circulation for the year ended December 25, 2005,31, 2006, for each of the daily newspapers are shown below:

 Circulation   Circulation 
Daily Newspapers

 Daily
Circulation

 Sunday
Circulation

 Daily Newspapers

 Daily
Circulation

 Sunday
Circulation

Daily Newspapers Daily Sunday Daily Newspapers Daily Sunday 

The Gadsden Times (Ala.) 22,400 23,200 The Ledger (Lakeland, Fla.) 70,600 87,700The Gadsden Times (Ala.)  20,700   21,600  The Ledger (Lakeland, Fla.)  69,800   85,200  

The Tuscaloosa News (Ala.) 34,200 35,600 The Courier (Houma, La.) 18,500 20,000The Tuscaloosa News (Ala.)  33,600   35,100  The Courier (Houma, La.)  18,600   20,000  

TimesDaily (Florence, Ala.) 30,800 32,400 Daily Comet (Thibodaux, La.) 10,900 N/ATimesDaily (Florence, Ala.)  29,900   31,800  Daily Comet (Thibodaux, La.)  10,700   N/A  

The Press Democrat (Santa Rosa, Calif.) 86,100 88,900 The Dispatch (Lexington, N.C.) 11,500 N/AThe Press Democrat (Santa Rosa, Calif.)  83,600   84,300  The Dispatch (Lexington, N.C.)  11,000   N/A  

Sarasota Herald-Tribune (Fla.) 110,800 130,300 Times-News (Hendersonville, N.C.) 19,100 19,200Sarasota Herald-Tribune (Fla.)  108,000   123,900  Times-News (Hendersonville, N.C.)  18,500   18,700  

Star-Banner (Ocala, Fla.) 49,800 53,400 Wilmington Star-News (N.C.) 53,500 60,000Star-Banner (Ocala, Fla.)  49,100   51,900  Wilmington Star-News (N.C.)  51,500   57,700  

The Gainesville Sun (Fla.) 46,900 52,500 Herald-Journal (Spartanburg, S.C.) 47,900 55,600The Gainesville Sun (Fla.)  47,600   52,300  Herald-Journal (Spartanburg, S.C.)  46,200   53,600  

The Petaluma Argus-Courier, in Petaluma, Calif., our only paid subscription weekly newspaper, had an average weekly circulation for the year ended December 25, 2005,31, 2006, of 7,300.7,400. The North Bay Business Journal, a weekly business-to-business publication, had an average weekly circulation for the year ended December 31, 2006, of 4,972.

ABOUT.COM

About.com is one of the Web's most comprehensive consumer solutions sources, providing users with information and advice on thousands of topics. One of the top 15 most visited Web sites in 2006, About.com has 32.2 million average monthly unique visitors in the United States (per Nielsen//NetRatings) and 47.5 million average monthly unique visitors worldwide (per About internal metrics). Over 500 topical advisors or "Guides" write about more than 57,000 topics and have generated over 1.5 million pieces of original content. About.com does not charge a subscription fee for access to its Web site. It generates revenues through display advertising relevant to the adjacent content, cost-per-click advertising (sponsored links for which About.com is paid when a user clicks on the ad) and e-commerce (including sales lead generation).

On September 14, 2006, we acquired Calorie-Count.com ("Calorie-Count"), a site that offers weight loss tools and nutritional information. Calorie-Count is part of About.com.

Part I – THE NEW YORK TIMES COMPANY P.5



How About.com Generates Revenues

BROADCAST MEDIA GROUP

On January 3, 2007, we entered into an agreement to sell our Broadcast Media Group, consisting of nine network-affiliated television stations, their related Web sites and the digital operating center, to Oak Hill Capital Partners for $575 million. The transaction is subject to regulatory approvals and is expected to close in the first half of 2007. Our television stations are operated under licenses from the FCC and are subject to FCC regulations. Television license renewals are normally granted for terms of eight years. In 2005,2006, the television stations within the Broadcast Media Group were as shown below (including KAUT-TV in Oklahoma City, Oklahoma, acquired November 2005):below:

Station

License Expiration DateMarket's Nielsen

Market's
Nielsen
Ranking
1(1)

Network
Affiliation

AffiliationBand


WTKR-TV (Norfolk, Va.) October 1, 2012 42 CBS VHF
WREG-TV (Memphis, Tenn.) August 1, 200532013 44 CBS VHF
KFOR-TV (Oklahoma City, Okla.) June 1, 200632014 45 NBC VHF
KAUT-TV (Oklahoma City, Okla.) June 1, 20063(3) 45 UPNMy Network TV UHF
WNEP-TV (Scranton, Penn.) August 1, 2007 5453 ABC UHF2(2)
WHO-TV (Des Moines, Iowa) February 1, 200632014 73 NBC VHF
WHNT-TV (Huntsville, Ala.) April 1, 20053(3) 84 CBS UHF2(2)
WQAD-TV (Moline, Ill.) December 1, 200532013 9596 ABC VHF
KFSM-TV (Ft. Smith, Ark.) June 1, 200532013 104102 CBS VHF

1

(1)According to Nielsen Media Research's 2005/20062006/2007 Designated Market Area Market Rankings from fall 2005.2006. Nielsen Media Research is a research company that measures audiences for television stations.

2

(2)All other stations in this market are also in the UHF band.

3

(3)Application for renewal of license pending.

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

P. 6 2006 ANNUAL REPORT – Part I



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

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

ABOUT.COM                                                                                                                                                                                 

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

How About.com Generates Revenues

7


FOREST PRODUCTS INVESTMENTS AND
OTHER JOINT VENTURES

We have ownership interests in one newsprint mill and one mill producing supercalendered paper, a high finish paper used in some magazines and preprinted inserts, which is a higher-value grade than newsprint (the "Forest Products Investments"), as well as in DTC, NESV and Metro Boston. These investments are accounted for under the equity method and reported in "Investments in Joint Ventures" in our Consolidated Balance Sheets. For additional information on our investments, see Note 57 of the Notes to the Consolidated Financial Statements.

Forest Products Investments

We have a 49% equity interest in a Canadian newsprint company, Donohue Malbaie Inc. ("Malbaie"). The other 51% is owned by Abitibi-Consolidated ("Abitibi"), a global manufacturer of paper. Malbaie purchases pulp from Abitibi and manufactures newsprint from this raw material on the paper machine it owns within the Abitibi paper mill at Clermont, Quebec. Malbaie is wholly dependent upon Abitibi for its pulp. In 2005,2006, Malbaie produced 219,000215,000 metric tons of newsprint, of which 97,000 tons or approximately 45% were47% was sold to us, with the balance sold to Abitibi for resale.

We have a 40% equity interest in a partnership operating a supercalendered paper mill in Madison, Maine, Madison Paper Industries ("Madison"). Madison purchases the majority of its wood from local suppliers, mostly under long-term contracts. In 2005,2006, Madison produced 196,000193,000 metric tons, of which 21,000 tons or approximately 11% were9% was sold to us.

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

Other Joint Ventures

We own an interest of approximately 17% in NESV, which owns the Boston Red Sox, Fenway Park and adjacent real estate, approximately 80% of New England Sports Network, a regional cable sports network.network, and 50% of Roush Fenway Racing, a leading NASCAR team.

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

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

In October 2006, we sold our 50% ownership interest in Discovery Times Channel, a digital cable channel, for $100 million.

RAW MATERIALS

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

8Part I – THE NEW YORK TIMES COMPANY P.7



In 20052006 and 2004,2005, we used the following types and quantities of paper (all amounts in metric tons):

 
 Newsprint
 Coated,
Supercalendered and
Other Paper

 
 2005
 2004
 2005
 2004

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

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

Regional Media Group1 84,000 86,000  

Total 484,000 509,000 35,000 31,400

  Newsprint Coated,
Supercalendered
and Other Paper
 
  2006 2005 2006 2005 
The New York Times Media Group(1,2)  257,000   288,000   32,600   30,100  
New England Media Group(1,2)  97,000   112,000   4,300   4,900  
Regional Media Group(1)  80,000   84,000        
Total  434,000   484,000   36,900   35,000  

1

(1)During 2005 we converted substantially all of our newspapers from 48.8 gram newsprint to 45 gram newsprint. The usage of 45 gram newsprint in 2005 reduced newsprint consumption by approximately 18,000 tons.

2

(2)The Times and the Globe use coated, supercalendered or other paper for The New York Times Magazine and the Globe's Sunday Magazine.

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

As part of our efforts to reduce our newsprint consumption, we plan to reduce the size of all editions of The Times, with the printed page decreasing from 13.5 by 22 inches to 12 by 22 inches. The reduction is expected to be completed in the third quarter of 2007.

COMPETITION

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

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

The IHT's key competitors include all international sources of English language news, including The Wall Street Journal's European and Asian Editions, the Financial Times, Time, Newsweek International and The Economist. Satellite distribution ofEconomist, satellite news channels CNN, CNBCCNNi, Sky News and the BBC, adds a broadcast component to the available global sources of English language news, and the Internet provides additional sources of English language news.various Web sites.

The Globe competes primarily for advertising and circulation with other daily, weeklynewspapers and national newspapers distributedtelevision stations in Boston, its neighboring suburbs and the greater New England region, including, among others, The Boston Herald (daily and Sunday).

Our other newspapers compete for advertising and circulation with a variety of newspapers and other advertising media in their markets.

NYTimes.com and Boston.com primarily compete with other advertising-supported news and information Web sites, such as Yahoo! News and CNN.com, and classified advertising portals, such as Monster.com (help-wanted advertising).portals.

WQXR-FM competes for listeners and advertising in the New York metropolitan area primarily with two all-news commercial radio stations and with WNYC-FM, a non-commercial station, which features both news and classical music. It competes for advertising revenues with many adult-audience commercial radio stations and other media in New York City and surrounding suburbs.

All of our television stations compete directly with other television stations in their respective markets and with other video services, such as cable network programming carried on local cable systems, satellite-to-home systems, and other locally distributed media and the Internet.

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

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

NESV competes in the Boston (and through its interest in Roush Fenway Racing, in the national) consumer entertainment market primarily with other professional sports teams and other forms of live, film and broadcast entertainment.

9P. 8 2006 ANNUAL REPORT – Part I



EMPLOYEES

As of December 25, 2005,31, 2006, we had approximately 11,96511,585 full-time equivalent employees.


Employees

The New York Times Media Group 4,800

4,610
New England Media Group 2,940

2,700
Regional Media Group 2,9252,910

Broadcast Media Group(1) 860

875
About.com 90

125
Corporate/Shared Services 350

Total Company365 11,965

Total Company
11,585

(1)  On January 3, 2007, we entered into an agreement to sell our Broadcast Media Group.

Labor Relations

Approximately 3,0002,700 full-time equivalent employees of The Times and City & Suburban are represented by 1314 unions with 1415 labor agreements. Approximately 2,0001,900 full-time equivalent employees of the Globe are represented by 10 unions with 12 labor agreements. Collective bargaining agreements, covering the following categories of employees, with the expiration dates noted below, are either in effect or have expired, and negotiations for new contracts are ongoing:ongoing. We cannot predict the timing or the outcome of the various negotiations described below.



Employee Category

Expiration Date


The Times Mailers electricians, paperhandlers and machinists March 30, 2006 (expired)
  Stereotypers March 30, 2007
  DriversPlumbers March 30, 2008
  OperatingNew Jersey operating engineers May 31, 2008
New York operating engineersMay 31, 2008
MachinistsMarch 30, 2009
ElectriciansMarch 30, 2009
CarpentersMarch 30, 2009
  New York Newspaper Guild (representing non-production employees) March 30, 2011
PaperhandlersMarch 30, 2014
  Typographers March 30, 2016
  Pressmen March 30, 2017

DriversMarch 30, 2020
City & Suburban Building maintenance employees May 31, 20062009
  Drivers March 30, 20082020

The GlobePaperhandlers, machinists and garage mechanicsDecember 31, 2004 (expired)
 Boston Mailers Union December 31, 2005
(expired) Drivers, engravers, paperhandlers, machinists and garage mechanicsDecember 31, 2004
  Technical services group and electricians December 31, 2005 (expired)
EngraversDecember 31, 2005 (expired)
Warehouse employeesDecember 31, 2007
DriversDecember 31, 2008
  Boston Newspaper Guild (representing non-production employees) December 31, 20052008
  Typographers December 31, 2006
2010 Warehouse employeesDecember 31, 2007
  Pressmen December 31, 2010

The IHT has approximately 350323 employees worldwide, including approximately 240207 located in France, whose terms and conditions of employment are established by a combination of French National Labor Law, industry-wide collective agreements and company-specific agreements.

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

Approximately one-third of the 700630 employees of the T&G are represented by four unions. Labor agreements with three production unions expired or expire on October 8, 2005, August 31, 2006, October 8, 2007 and November 30, 2006.2016. The labor agreements with the Providence Newspaper Guild, representing newsroom and circulation employees, expire on August 31, 2007.

Of the 348362 full-time employees at The Press Democrat, 134130 are represented by fourthree unions. The labor agreementsagreement with the Pressmen expires in December 2008. The labor agreement with the Newspaper Guild Pressmen and Typographical unions expireexpires in December 2008,2011 and the labor agreement with the Teamsters, which represents certain employees in the circulation department, expires in April 2007. There is no longer

We cannot predictPart I – THE NEW YORK TIMES COMPANY P.9



a labor agreement with the timing orTypographical Union as the outcome of the various negotiations described above.last bargaining unit member retired in 2006.

10


ITEM 1A. RISK FACTORS

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

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

Most of our revenues are from advertising. We are subject toface formidable competition for advertising revenuesrevenue in our various markets including from paidfree and freepaid newspapers, magazines, broadcast, satelliteWeb sites, television and cable television, broadcast and satellite radio, video-on-demand services, Web sites,other forms of media, direct marketing and the Yellow Pages. Competition from these media and services affects our ability to attract and retain advertisers and consumers and to maintain or increase our advertising rates.

Competition for advertising revenue is increasingly intense with,This competition has intensified as a result of digital media technologies. Distribution of news, entertainment and within, the digital area, where the popularity ofother information over the Internet, as well as through cellular phones and low barriersother devices, continues to entry have led to a wide varietyincrease in popularity. These technological developments are increasing the number of alternativesmedia choices available to advertisers and consumers.audiences. As media audiences fragment, we expect advertisers to re-allocateallocate a portion of their advertising budgets to nontraditional media, such as Web sites and search engines, which can offer more measurable returns than traditional print media through among other things, pay-for-performance and keyword-targeted Internet advertising. Also, we may compete with companies that sell products and services online because these companies are trying to attract users to their Web sites directly to search for information about products and services.

In recent years, Web sites dedicated tothat feature help wanted, real estate andand/or automobile salesadvertising have become significant competitors of our newspapers and Web sites for classified advertising, and entities with a larger Internet presence are entering the classified market, heightening the risk of continued erosion.contributing to significant declines in print advertising. We may experience greater competition from specialized Web sites in other areas, such as travel and entertainment advertising. Although

We are aggressively developing online offerings, both through internal growth and acquisitions. However, while the amount of advertising on our own Web sites has been increasing,continued to increase, we maywill experience a decline in advertising revenues if we are unable to attract advertising to our Web sites in volumes sufficient volume or atto offset declines in print advertising, for which rates comparable to print rates.are generally higher than for internet advertising.

Our network-affiliated broadcast properties face significant competition that may resultInternet advertising revenues depend in increased audience fragmentation that adversely affects advertising revenues.part on our ability to generate traffic.

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

This fragmentation may adversely affect our television stations' ability to sell advertising.attract advertisers to our Web sites depends partly on our ability to generate traffic to our Web sites and the rate at which users click through on advertisements. Advertising revenues from our Web sites may be negatively affected by fluctuations or decreases in our traffic levels.

Regulatory developmentsAbout.com, our online consumer information provider, relies on search engines for a substantial amount of its traffic. We believe approximately 90% of About.com's traffic is generated through search engines, while an estimated 1% of its users enter through its home page. Our other Web sites also rely on search engines for traffic, although to a lesser degree than About.com. Search engines (including Google, the primary search engine directing traffic to About.com and our other sites) may, intensifyat any time, decide to change the competitive market.

Changes inalgorithms responsible for directing search queries to the regulatory and technological environmentWeb pages that are bringing about a global consolidation of media companies and convergence among various forms of media. The FCC is currently considering changesmost likely to its media ownership rules, which could either broaden or continue to restrict our opportunities to invest in additional broadcast stations. Thesecontain the information being sought by Internet users. Such changes could also cause uslead to face increased competition from other media entities.a significant decrease in traffic and, in turn, Internet advertising revenues.

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

Circulation is another significant source of revenue for us. In recent years, we, along withAdvertising and circulation revenues are affected by circulation and readership levels. Our newspaper properties, and the newspaper industry as a whole, have experiencedare experiencing difficulty maintaining and increasing print circulation volume and revenues because of,related revenues. This is due to, among other things,factors, increased competition from new media formats and sources other forms of mediathan traditional newspapers (often free to the user)users), particularly the Internet, and the declining frequencyshifting preferences among some consumers to receive all or a portion of regular newspaper buying, particularly among young people, who increasingly rely on nontraditional media astheir news other than from a source of news.newspaper. These factors could affect our ability to institute circulation price increases for our print products.

A prolonged decline in circulation copies would have a material effect on the rate and volume of advertising revenues (as rates reflect circulation and readership, among other factors). It could also affect our ability to

11



institute circulation price increases for our print products. To maintain our circulation base, we may incur additional costs, and we cannot assure you that we willmay not be able to recover these costs through increased circulation and advertising revenues. Recently, we have sought to reduce our other-paid circulation and to focus promotional spending on individually paid circulation, which is generally more valued by advertisers. If we stop or slow those promotional efforts or if they are unsuccessful, we may see further declines.

P. 10 2006 ANNUAL REPORT – Part I



NegativeDifficult economic conditions in our principal markets wouldthe United States, the regions in which we operate or in specific economic sectors could adversely affect the profitability of our advertising revenues.businesses.

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

Our largestadvertising revenues are affected by economic and competitive changes in significant advertising categories. These revenues may be adversely affected if key advertisers change their advertising practices, as a result of shifts in spending patterns or priorities, structural changes, such as consolidations, or the cessation of operations. Help wanted and automotive classified advertising revenues, which are important categories at all of our newspaper properties, are dependent on national advertising.

A significant portionhave declined as less expensive or free online alternatives have proliferated. We have also experienced depressed levels of advertising in studio entertainment, which in 2006 represented approximately 12% of The New York Times Media Group's advertising revenues, for our largest newspaper properties is from national advertising. As a result, events that affect national advertisers, such as structural changesthe focus of studio marketing budgets has shifted to broadcast and challenges to their traditional business models, may change the level of our advertising revenues. Increased consolidation among major national and retail advertisers has depressed, and may continue to depress, the level of our advertising revenue.online media.

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

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

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

Seasonal variations cause our quarterly advertising revenues to fluctuate.

Advertising spending, which principally drives our revenue, is generally higher in the second and fourth quarters and lower in the first and third fiscal quarters as consumer activity slows during those periods. If a short-term negative impact on our business were to occur during a time of high seasonal demand, there could be a disproportionate effect on the operating results of that business for the year.

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

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

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

The cost of raw materials, of which newsprint is the major component, represented 11% of our total costs in 2005.2006. The price of newsprint has historically been volatile and, in recent years, has increased. Consolidationincreased as a result of various factors, including:

–  consolidation in the North American newsprint industry, which has reduced the number of suppliers. Overallsuppliers;

–  declining newsprint supply has declined as a result of paper mill closures and conversions to other grades of paper,paper; and

–  a strengthening Canadian dollar, which has adversely affected Canadian suppliers, whose costs are incurred in turn hasCanadian dollars but whose newsprint sales are priced in U.S. dollars.

In 2007, we expect newsprint prices to decline modestly as a result of increased the likelihood of future price increases. Although we have adopted measures to reduce consumption, such as converting to lighter-weight newsprint, reducing page width where practical and managing waste through technology enhancements,supply. However, our operating results would be adversely affected if newsprint prices increased significantly.significantly in the future.

A significant portion of our employees are unionized, and our results could be adversely affected if labor negotiations were to restrict our ability to maximize the efficiency of our operations.

A significant portionMore than 40% of our full-time work force is unionized. As a result, we are required to negotiate the wages, salaries, benefits, staffing levels and other terms with many of our employees collectively. Although we have in place long-term contracts for a substantial portion of our unionized work force, our

Part I – THE NEW YORK TIMES COMPANY P.11



results could be adversely affected if future labor negotiations were to restrict our ability to maximize the efficiency of our operations. In addition, ifIf we were to experience labor unrest, our ability to produce and deliver our most significant products could be impaired. In addition, our ability to make short-term adjustments to control compensation and benefits costs is limited by the terms of our collective bargaining agreements.

12


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

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

We may not be able to protect intellectual property rights upon which our business relies, and if we lose intellectual property protection, we may lose valuable assets.

We own valuable brands and content, which we attempt to protect through a combination of copyright, trade secret, patent and trademark law and contractual restrictions, such as confidentiality agreements. We believe our proprietary trademarks and other intellectual property rights are important to our continued success and our competitive position.

Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy or otherwise obtain and use our services, technology and other intellectual property, and we cannot be certain that the steps we have taken will prevent any misappropriation or confusion among consumers and merchants, or unauthorized use of these rights. If we are unable to procure, protect and enforce our intellectual property rights, then we may not realize the full value of these assets, and our business may suffer.

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

From time to time, we evaluate the various components of our portfolio of productsbusinesses and may, as a result, buy or sell different properties. SuchThese acquisitions or divestitures may affect our costs, revenues, profitability and financial position. We may also consider the acquisition of specific properties or businesses that fall outside our traditional lines of business if we deem such properties sufficiently attractive. From time to time, we make non-controlling minority investments in public and private entities. We may have limited voting rights and an inability to influence the direction of such entities. In addition, if the value of the companies in which we invest declines, we may be required to take a charge to earnings.

Each year, we evaluate the various components of our portfolio in connection with annual impairment testing, and we may record a non-cash charge if the financial statement carrying value of an asset is in excess of its estimated fair value. Fair value could be adversely affected by changing market conditions within our industry. In 2006, we recorded a non-cash charge of $814.4 million ($735.9 million after tax, or $5.09 per share) due to the impairment of goodwill and other intangible assets of the New England Media Group.

Acquisitions involve risks, including difficulties in integrating acquired operations, diversions of management resources, debt incurred in financing these acquisitions (including the related possible reduction in our credit ratings and increase in our cost of borrowing), differing levels of internal control effectiveness at the acquired entities and other unanticipated problems and liabilities. Competition for certain types of acquisitions, particularly Internet properties, is significant. Even if successfully negotiated, closed and integrated, certain acquisitions or investments may prove not to advance our business strategy and may fall short of expected return on investment targets.

Divestitures also have inherent risks, including possible delays in closing transactions (including potential difficulties in obtaining regulatory approvals), the risk of lower-than-expected sales proceeds for the divested businesses, and potential post-closing claims for indemnification.

From time to time, we make non-controlling minority investments in private entities. We may have limited voting rights and an inability to influence the direction of such entities. Therefore, the success of these ventures may be dependent upon the efforts of our partners, fellow investors and licensees. These investments are generally illiquid, and the absence of a market restricts our ability to dispose of them. If the value of the companies in which we

P. 12 2006 ANNUAL REPORT – Part I



invest declines, we may be required to take a charge to earnings.

Changes in our credit ratings may affect our borrowing costs.

Our short- and long-term debt is rated investment grade by the major rating agencies. These investment-grade credit ratings afford us lower borrowing rates in both the commercial paper markets and in connection with senior debt offerings. To maintain our investment-grade ratings, the credit rating agencies require us to meet certain financial performance ratios. Increased debt levels and/or decreased earnings could result in downgrades in our credit ratings, which, in turn, could impede access to the debt markets, reduce the total amount of commercial paper we could issue, raise our commercial paper borrowing costs and/or raise our long-term debt borrowing rates. Our ability to use debt to fund major new acquisitions or capital intensive internal initiatives will be limited to the extent we seek to maintain investment-grade credit ratings for our debt.

Sustained increases in costs of providing pension and employee health and welfare benefits may reduce our profitability.

Employee compensation and benefits, including pension expense, account for slightly more than 40% of our total operating expenses. As a result, our profitability is substantially affected by costs of pension benefits and other employee benefits. We have funded, qualified non-contributory defined benefit retirement plans that cover substantially all employees, and non-contributory unfunded supplemental executive retirement plans that supplement the coverage available to certain executives. Two significant elements in determining pension income or pension expense are the expected return on plan assets and the discount rate used in projecting benefit obligations. Large declines in the stock market and lower rates of return could increase our expense and cause additional cash contributions to the pension plans. In addition, financing acquisitions may require the incurrence of debt or the issuance of additional stock.a lower discount rate driven by lower interest rates would increase our pension expense.

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

We have two classes of stock: Class A Common Stock and Class B Common Stock. Holders of Class A Common Stock are entitled to elect 30% of the Board of Directors and to vote, with Class B common stockholders, on the reservation of shares for equity grants, certain material acquisitions and the ratification of the selection of the Company'sour auditors. Holders of Class B Common Stock are entitled to elect the remainder of the Board and to vote on all other matters. Our Class B Common Stock is principally held by descendants of Adolph S. Ochs, who purchased The Times in 1896. A family trust holds 88% of the Class B Common Stock. As a result, the trust has the ability to elect 70% of the Board of Directors and to direct the outcome of any matter that does not require a vote of the Class A Common Stock. Under the terms of the trust agreement, trustees are directed to retain the Class B Common Stock held in trust and to vote such stock against any merger, salesal e of assets or other transaction pursuant to which control of The Times passes from the trustees, unless they unanimously determine that the primary objective of the trust can be achieved better by the implementation of such transaction. Because this concentrated control could discourage others from initiating any potential merger, takeover or other change of control transaction that may otherwise be beneficial to our businesses, the market price of our Class A Common Stock could be adversely affected.

Regulatory developments particularly with respect to our broadcast properties, may result in increased costs.

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

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

13



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

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

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

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

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

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

Although the construction of our new headquarters is currently on schedule and within budget, due to the uncertainties inherent in major construction projects, it is possible that construction of the new building may not be completed within the expected time frame and/or anticipated budget. In addition, we may have unanticipated capital expenditure requirements inour Web sites are available worldwide and are subject to laws regulating the future. If we cannot obtain capital from increases in our cash flow from operating activities, weInternet both within and outside the United States. We may incur increased borrowing costs. If financing is not available on terms acceptablecosts for expenses necessary to us, our growth, financial conditioncomply with existing and results of operations could suffer materially.newly adopted laws and regulations or penalties for any failure to comply.

14ITEM 1B. UNRESOLVED STAFF COMMENTS.

None.

Part I – THE NEW YORK TIMES COMPANY P.13



ITEM 2. PROPERTIES.PROPERTIES

The general character, location, terms of occupancy and approximate size of our principal plants and other materially important properties as of December 25, 2005,31, 2006, are listed below.

General Character of Property

 Approximate Area in
Square Feet (Owned)

 Approximate Area in
Square Feet (Leased)

 

 
News Media Group     
Printing plants, business and editorial offices, garages and warehouse space located in:     

 
New York, N.Y.  865,8001

 
Flushing, N.Y.  515,0002

 
Edison, N.J.  1,300,0003

 
Boston, Mass. 703,217 20,261 

 
Billerica, Mass. 290,000  

 
Other locations 1,600,600 473,320 

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

 
About.com  21,133 

 
Total 2,933,640 3,210,059 

 
General Character of Property Approximate Area in
Square Feet (Owned)
 Approximate Area in
Square Feet (Leased)
 
News Media Group 
Printing plants, business and editorial offices, garages and warehouse space located in: 
New York, N.Y.  825,000(1)   871,164(1)  
College Point, N.Y.     515,000(2)  
Edison, N.J.     1,300,000(3)  
Boston, Mass.  703,217   24,474  
Billerica, Mass.  290,000     
Other locations  1,600,600   561,353  
Broadcast Media Group(4)  
Business offices, studios and transmitters at various locations  339,823   14,545  
About.com     41,260  
Total  3,758,640   3,327,796  

1

Includes(1)  The 871,164 square feet leased includes 714,000 square feet in our existing New York City headquarters, at 229 West 43rd St., which we sold and leased back on December 27, 2004. The 825,000 square feet owned consists of space we own in our new headquarters, which is currently under construction, and which we plan to occupy in the second quarter of 2007.

2

(2)We are leasing a 31-acre site in Flushing,College Point, N.Y., where our printing and distribution plant is located, and have the option to purchase the property at any time prior to the end of the lease in 2019.

3

(3)The Edison production and distribution facility is occupied pursuant to a long-term lease with renewal and purchase options. We plan to close the Edison facility (see "Item 1 - Business – News Media Group – The New York Times Media Group – Production and Distribution," above).

(4)  On January 3, 2007, we entered into an agreement to sell our Broadcast Media Group.

We sold our existing New York City headquarters on December 27, 2004. Pursuant to the terms of the sale agreement, we are leasing back our existing headquarters through 2007, when we expect to occupy ourthe third quarter of 2007. Our new headquarters, which is currently being constructed in the Times Square area. The new headquartersarea and which we expect to occupy in the second quarter of 2007, will contain approximately 1.54 million gross square feet of space, of which 825,000 gross square feet will beis owned by us. We plan to lease five floors, totaling approximately 155,000 square feet. For additional information on the new headquarters, including anticipated costs, see Note 1719 of the Notes to the Consolidated Financial Statements.

ITEM 3. LEGAL PROCEEDINGS.PROCEEDINGS

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

15P.14 2006 ANNUAL REPORT – Part I



ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

Not applicable.

Executive Officers of the RegistrantEXECUTIVE OFFICERS OF THE REGISTRANT

Name

 Age

 Employed By Registrant Since

 Recent Position(s) Held As Of February 23, 2006

Name Age Employed By
Registrant Since
 Recent Position(s) Held as of March 1, 2007 
Corporate OfficersCorporate Officers 


Corporate Officers      

Arthur Sulzberger, Jr.

 

54

 

1978

 

Chairman (since 1997) and Publisher of The Times (since 1992)
Arthur Sulzberger, Jr.  55   1978  Chairman (since 1997) and Publisher of The Times (since 1992) 

Janet L. Robinson

 

55

 

1983

 

President and Chief Executive Officer since 2005; Executive Vice President and Chief Operating Officer (2004); Senior Vice President, Newspaper Operations (2001 to 2004); President and General Manager of The Times (1996 to 2004)
Janet L. Robinson  56   1983  President and Chief Executive Officer (since 2005); Executive Vice President and Chief Operating Officer (2004); Senior Vice President, Newspaper Operations (2001 to 2004); President and General Manager of The Times (1996 to 2004) 

Michael Golden

 

56

 

1984

 

Vice Chairman (since 1997); Publisher of the IHT (since 2003); Senior Vice President (1997 to 2004)
Michael Golden  57   1984  Vice Chairman (since 1997); Publisher of the IHT (since 2003); Senior Vice President (1997 to 2004) 

Leonard P. Forman

 

60

 

19741

 

Executive Vice President (since 2004) and Chief Financial Officer (since 2002); Senior Vice President (2001 to 2004); President and Chief Executive Officer, The New York Times Company Magazine Group, Inc. (1998 to 2001)
James M. FolloJames M. Follo  47   2007  Senior Vice President and Chief Financial Officer (since January 8, 2007); Chief Financial and Administrative Officer, Martha Stewart Living Omnimedia, Inc. (2001 to 2006) 

Martin A. Nisenholtz

 

50

 

1995

 

Senior Vice President, Digital Operations (since 2005); Chief Executive Officer, New York Times Digital (1999 to 2005)
Martin A. Nisenholtz  51   1995  Senior Vice President, Digital Operations (since 2005); Chief Executive Officer, New York Times Digital (1999 to 2005) 

David K. Norton

 

50

 

2006

 

Senior Vice President, Human Resources (since February 15, 2006); Vice President, Human Resources, Starwood Hotels & Resorts, and Executive Vice President, Starwood Hotels & Resorts Worldwide, Inc. (2000 to February 14, 2006)
David K. Norton  51   2006  Senior Vice President, Human Resources (since 2006); Vice President, Human Resources, Starwood Hotels & Resorts, and Executive Vice President, Starwood Hotels & Resorts Worldwide, Inc. (2000 to 2006) 

Solomon B. Watson IV

 

61

 

1974

 

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

R. Anthony Benten

 

42

 

1989

 

Vice President (since 2003); Treasurer (since 2001); Assistant Treasurer (1997 to 2001)
R. Anthony Benten  43   1989  Vice President (since 2003); Corporate Controller (since January 8, 2007); Treasurer (2001 to January 8, 2007); Assistant Treasurer (1997 to 2001) 

Rhonda L. Brauer

 

46

 

1992

 

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

Jennifer C. Dolan

 

59

 

1979

 

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

James C. Lessersohn

 

50

 

1987

 

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


 

 

 

 

 

 
Kenneth A. RichieriKenneth A. Richieri  55   1983  Vice President (since 2002) and General Counsel (since 2006); Deputy General Counsel (2001 to 2005); Vice President and General Counsel, New York Times Digital (1999 to 2003) 

Part I – THE NEW YORK TIMES COMPANY P.15



Name Age Employed By
Registrant Since
 Recent Position(s) Held as of March 1, 2007 
Operating Unit Executives 
P. Steven Ainsley  54  1982 Publisher of The Globe (since September 12, 2006); President and Chief Operating Officer, Regional Media Group (2003 to September 12, 2006); Senior Vice President, Regional Media Group (1999 to 2002) 
Scott H. Heekin-Canedy  55  1987(1) President and General Manager of The Times (since 2004); Senior Vice President, Circulation of The Times (1999 to 2004) 
Mary Jacobus  50  2005 President and Chief Operating Officer, Regional Media Group (since September 12, 2006); President and General Manager, The Globe (2005 to September 12, 2006); President and Chief Executive Officer, Fort Wayne Newspapers and Publisher, News Sentinel (2002 to 2005) 

16



Catherine J. Mathis

 

52

 

1997

 

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

Kenneth A. Richieri

 

54

 

1983

 

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

Stuart P. Stoller

 

50

 

1996

 

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

David A. Thurm

 

52

 

1982

 

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

Operating Unit Executives

 

 

 

 

 

 

P. Steven Ainsley

 

53

 

1982

 

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

Robert H. Eoff

 

56

 

1969

 

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

Richard H. Gilman

 

55

 

1983

 

Publisher of The Globe (since 1999)

Scott H. Heekin-Canedy

 

54

 

19872

 

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


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

17

P.16 2006 ANNUAL REPORT – Part I




PART II


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

(a) MARKET INFORMATION

The additional information required by this item appearsClass A Common Stock is listed on page F-61the New York Stock Exchange. The Class B Common Stock is unlisted and is not actively traded.

The number of this Annual Report on Form 10-K.security holders of record as of February 23, 2007, was as follows: Class A Common Stock: 9,083; Class B Common Stock: 33.

Both classes of our common stock participate equally in our quarterly dividends. In 2006, dividends were paid in the amount of $.165 per share in March and in the amount of $.175 per share in June, September and December. In 2005, dividends were paid in the amount of $.155 per share in March and in the amount of $.165 per share in June, September and December.

The market price range of Class A Common Stock was as follows:

Quarters Ended 2006 2005 
  High Low High Low 
March $28.90  $25.30  $40.80  $35.56  
June  25.70   22.88   36.58   30.74  
September  24.54   21.58   34.59   30.00  
December  24.87   22.29   30.17   26.36  
Year  28.90   21.58   40.80   26.36  

EQUITY COMPENSATION PLAN INFORMATION

Plan category Number of securities
to be issued upon
exercise of outstanding
options, warrants
and rights
(a)
 Weighted average
exercise price of
outstanding options,
warrants and rights
(b)
 Number of securities remaining
available for future issuance
under equity compensation
plans (excluding securities
reflected in column (a))
(c)
 
Equity compensation
plans approved by
security holders
 
Stock options  32,192,000(1)  $40   4,075,000(2)  
Employee Stock Purchase
Plan
        7,992,000(3)  
Stock awards  750,000(4)      474,000(5)  
Total  32,942,000      12,541,000  
Equity compensation
plans not approved by
security holders
  None   None   None  

(a)    Equity Compensation Plan Information

Plan category

 Number of securities to be issued
upon exercise of outstanding
options, warrants and rights

 Weighted average exercise
price of outstanding options,
warrants and rights

 Number of securities remaining
available for future issuance under
equity compensation plans
(excluding securities reflected
in column (a))

 
 
 (a)

 (b)

 (c)

 


 
Equity compensation plans approved by security holders       
 Stock options 31,200,0001$41 5,880,0002
 Employee Stock Purchase Plan   7,992,0003
 Stock awards 633,0004 644,0005
  
   
 
 Total 31,833,000  14,516,000 
Equity compensation plans not approved by security holders None None None 

1
(1)Includes shares of Class A stock to be issued upon exercise of stock options granted under our 1991 Executive Stock Incentive Plan (the "NYT Stock Plan"), our Non-Employee Directors' Stock Option Plan and our 2004 Non-Employee Directors' Stock Incentive Plan (together, the "Directors' Plans"(the "2004 Directors' Plan").

2

(2)Includes shares of Class A stock available for future stock options to be granted under the NYT Stock Plan and the 2004 Non-Employee Directors' Stock Incentive Plan (the "2004 Directors' Plan").Plan. The 2004 Directors' Plan provides for the issuance of up to 500,000 shares of Class A stock in the form of stock options or restricted stock awards. The amount reported for stock options includes the aggregate number of securities remaining (approximately 400,000368,000 as of December 25, 2005)31, 2006) for future issuances under that plan.

3

(3)Includes shares of Class A stock available for future issuance under our Employee Stock Purchase Plan.

4

(4)Includes shares of Class A stock to be issued upon conversion of restricted stock units and retirement units under the NYT Stock Plan.

5

(5)Includes shares of Class A stock available for stock awards under the NYT Stock Plan.

Part II – THE NEW YORK TIMES COMPANY P.17



PERFORMANCE PRESENTATION

The following graph shows the annual cumulative total stockholder return for the five years ending December 31, 2006, on an assumed investment of $100 on December 31, 2001, in the Company, the Standard & Poor's S&P 500 Stock Index and an index of peer group communications companies. The peer group returns are weighted by market capitalization at the beginning of each year. The peer group is comprised of the Company and the following other communications companies: Dow Jones & Company, Inc., Gannett Co., Inc., Media General, Inc., The McClatchy Company, Tribune Company and The Washington Post Company. The five-year cumulative total return graph excludes Knight Ridder, Inc. as a result of its acquisition by The McClatchy Company in 2006. Stockholder return is measured by dividing (a) the sum of (i) the cumulative amount of dividends declared for the measurement period, assuming monthly reinvestment of dividends, and (ii) the differ ence between the issuer's share price at the end and the beginning of the measurement period by (b) the share price at the beginning of the measurement period. As a result, stockholder return includes both dividends and stock appreciation.

Unregistered Sales of Equity SecuritiesStock Performance Comparison Between S&P 500, The New York Times
Company's Class A Common Stock and Peer Group Common Stock

UNREGISTERED SALES OF EQUITY SECURITIES

On November 15, 2005,October 2, 2006, we issued 4,56030 shares of Class A Common Stock to a holder of 4,560 shares of Class B Common Stock upon the conversion of such Class B shares into Class A shares. On December 19, 2005, we issued 1,490 shares of Class A Common Stock to a holder of 1,49030 shares of Class B Common Stock upon the conversion of such Class B shares into Class A shares. The conversions,conversion, which werewas in accordance with our Certificate of Incorporation, did not involve a public offering and werewas exempt from registration pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended.

P. 18 2006 ANNUAL REPORT – Part II



18(c) ISSUER PURCHASES OF EQUITY SECURITIES(1)


Period Total Number of
Shares of Class A
Common Stock
Purchased
(a)
 Average
Price Paid
Per Share of
Class A
Common Stock
(b)
 Total Number of
Shares of Class A
Common Stock
Purchased
as Part of Publicly
Announced Plans
or Programs
(c)
 Maximum Number
(or Approximate
Dollar Value)
of Shares of
Class A Common
Stock that May
Yet Be Purchased
Under the Plans
or Programs
(d)
 
September 25, 2006-
October 29, 2006
  427,432  $22.80   427,200  $98,450,000  
October 30, 2006-
November 26, 2006
  71,405  $23.47   71,200  $96,779,000  
November 27, 2006-
December 31, 2006
  172,481  $24.25   130,300  $93,692,000  
Total for the fourth quarter of 2006  671,318(2)  $23.24   628,700  $93,692,000  

(c)    Issuer Purchases of Equity Securities1(1)

Period

 Total Number of Shares of
Class A Common Stock
Purchased
(a)

 Average Price Paid Per
Share of Class A Common Stock
(b)

 Total Number of Shares of
Class A Common Stock
Purchased as Part of Publicly
Announced Plans or
Programs
(c)

 Maximum Number (or
Approximate Dollar Value)
of Shares of Class A Common
Stock that May Yet Be
Purchased Under the Plans
or Programs
(d)



September 26, 2005–
October 30, 2005
 127,506 $28.46 127,000 $151,741,000
October 31, 2005–
November 27, 2005
 100,528 $27.79 100,200 $148,956,000
November 28, 2005–
December 25, 2005
 156,144 $27.28 156,000 $144,701,000
Total for the fourth quarter of 2005 384,1782$27.80 383,200 $144,701,000

1
Except as otherwise noted, all purchases were made pursuant to our publicly announced share repurchase program. On April 13, 2004, our Board of Directors (the "Board") authorized repurchases in an amount up to $400 million. As of February 10, 2006,23, 2007, we had authorization from the Board to repurchase an amount of up to approximately $142$94 million of our Class A Common Stock. The Board has authorized us to purchase shares from time to time as market conditions permit. There is no expiration date with respect to this authorization.

2

(2)Includes 97842,618 shares withheld from employees to satisfy tax withholding obligations upon the vesting of restricted sharesshares/stock units awarded under the NYT Stock Plan. The shares were repurchased by us pursuant to the terms of the plan and not pursuant to our publicly announced share repurchase program.

Part II – THE NEW YORK TIMES COMPANY P.19




ITEM 6. SELECTED FINANCIAL DATA.DATA

The information required by this item appears on pages F-1presented in the following table of Selected Financial Data has been adjusted to F-2 of this Annual Report on Form 10-K.

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

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

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

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

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

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

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

Not applicable.

19


ITEM 9A. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

Janet L. Robinson, our Chief Executive Officer, and Leonard P. Forman, our Chief Financial Officer, have evaluatedreflect the effectivenessrestatement of our disclosure controls and procedures as of December 25, 2005. Based on such evaluation, each of Ms. Robinson and Mr. Forman concludedfinancial results that our disclosure controls and procedures were effective to ensure that the material information required to be disclosed by usis described in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC.

Management's Report on Internal Control Over Financial Reporting

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

Changes in Internal Control Over Financial Reporting

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

ITEM 9B. OTHER INFORMATION.

Not applicable.

20


PART III


ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

In addition to the information set forth under the caption "Executive Officers of the Registrant" inExplanatory Note immediately preceding Part I of this Annual Report on Form 10-K. We have not amended our previously filed Annual Reports on Form 10-K for the periods affected by this restatement. The financial information that has been previously filed or otherwise reported for those periods is superseded by the information required by this item is incorporated by reference to the sections titled "Section 16(a) Beneficial Ownership Reporting Compliance," "Proposal Number 1—Election of Directors," "Interest of Directors in Certain Transactions of the Company," and "Audit Committee Financial Experts" in the section titled "Board of Directors and Corporate Governance," of our Proxy Statement for the 2006 Annual Meeting of Stockholders.

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

ITEM 11. EXECUTIVE COMPENSATION.

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

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

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

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

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

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

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

21


PART IV


ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(A)   Documents Filed as Part of This Report

(1)    Financial Statements

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

(2)    Supplemental Schedules

The following additional consolidated financial information is filed as part of this Annual Report on Form 10-K and should be read in conjunction with the Consolidated Financial Statements set forth on pages F-22 to F-54. Schedules not included with this additional consolidated financial information have been omitted either because they are not applicable or because the required information is shown in the Consolidated Financial Statements on the aforementioned pages.


Page
Consolidated Schedules for the Three Years Ended December 25, 2005:
II—Valuation and Qualifying AccountsS-1

Separate financial statements and supplemental schedules of associated companies accounted for by the equity method are omittedrelated financial information contained in accordance with the provisions of Rule 3-09 of Regulation S-X.such previously filed reports should no longer be relied upon.

(3)    Exhibits

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

22


SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: February 23, 2006

(Registrant)



THE NEW YORK TIMES COMPANY



By:


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

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature

TITLE

DATE

ARTHUR SULZBERGER, JR.Chairman, DirectorFebruary 23, 2006
JANET L. ROBINSONChief Executive Officer, President and Director (Principal Executive Officer)February 23, 2006
MICHAEL GOLDENVice Chairman and DirectorFebruary 23, 2006
JOHN F. AKERSDirectorFebruary 23, 2006
BRENDA C. BARNESDirectorFebruary 23, 2006
RAUL E. CESANDirectorFebruary 23, 2006
LYNN G. DOLNICKDirectorFebruary 23, 2006
LEONARD P. FORMANExecutive Vice President and Chief Financial Officer (Principal Financial Officer)February 23, 2006
WILLIAM E. KENNARDDirectorFebruary 23, 2006
JAMES M. KILTSDirectorFebruary 23, 2006
DAVID E. LIDDLEDirectorFebruary 23, 2006
ELLEN R. MARRAMDirectorFebruary 23, 2006
THOMAS MIDDELHOFFDirectorFebruary 23, 2006
HENRY B. SCHACHTDirectorFebruary 23, 2006
STUART P. STOLLERVice President, Process Engineering and Corporate Controller (Principal Accounting Officer)February 23, 2006
CATHY J. SULZBERGERDirectorFebruary 23, 2006
DOREEN A. TOBENDirectorFebruary 23, 2006

23


THE NEW YORK TIMES COMPANY 2005 FINANCIAL REPORT

CONTENTS

PAGE




Selected Financial Data


F-1
Management's Discussion and Analysis of Financial Condition and Results of OperationsF-3
Executive OverviewF-3
Results of OperationsF-8
Liquidity and Capital ResourcesF-12
Critical Accounting PoliciesF-16
Pension and Postretirement BenefitsF-18
Market RiskF-20
Audited Financial Statements
Consolidated Statements of IncomeF-22
Consolidated Balance SheetsF-23
Consolidated Statements of Cash FlowsF-24
Consolidated Statements of Changes in Stockholders' EquityF-26
Notes to the Consolidated Financial Statements
  1. Summary of Significant Accounting PoliciesF-27
  2. Goodwill and Other Intangible AssetsF-29
  3. Acquisitions and DispositionsF-30
  4. InventoriesF-31
  5. Investments in Joint VenturesF-31
  6. OtherF-33
  7. DebtF-34
  8. Derivative InstrumentsF-35
  9. Income TaxesF-36
10. Pension BenefitsF-37
11. Postretirement and Postemployement BenefitsF-40
12. Other LiabilitiesF-42
13. Earnings Per ShareF-42
14. Stock-Based AwardsF-43
15. Capital StockF-48
16. Segment InformationF-48
17. Commitment and Contingent LiabilitiesF-51
Management's Responsibilities ReportF-55
Report of Independent Registered Public Accounting Firm on Consolidated Financial StatementsF-56
Management's Report on Internal Control Over Financial ReportingF-57
Report of Independent Registered Public Accounting Firm on Internal Control Over Financial ReportingF-58
Quarterly Information (unaudited)F-60
Market InformationF-61

SELECTED FINANCIAL DATA


 
 As of and for the Years Ended

(In thousands, except per share and employee data)

 December 25,
2005

 December 26,
2004

 December 28,
2003

 December 29,
2002

 December 30,
2001


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

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

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

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

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

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

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

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

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

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

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

The Selected Financial Data of the New York Times Company (the "Company") should be read in conjunction withSee "Item 7 – Management's Discussion and Analysis of Financial Condition and Results of OperationOperations" and Note 2 (Restatement of Financial Statements) of the Notes to the Consolidated Financial Statements for more detailed information regarding the restatement.

The Selected Financial Data should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the Consolidated Financial Statements and the related Notes. The Broadcast Media Group's results of operations have been presented as discontinued operations, and certain assets and liabilities are classified as held for sale for all periods presented (see Note 5 of the Notes included in this Annual Report on Form 10-K.

Seeto the Consolidated Financial Statements). The page F-2 forfollowing the table shows certain items included in Selected Financial Data. All earnings per share amounts for the items on that page F-2 are on a diluted basis.

  As of and for the Years Ended 
(In thousands, except per
share and employee data)
 December 31,
2006
 December 25,
2005
(Restated)(1)
 December 26,
2004
(Restated)(1)
 December 28,
2003
(Restated)(1)
 December 29,
2002
(Restated)(1)
 
Statement of Operations Data 
Revenues $3,289,903  $3,231,128  $3,159,412  $3,091,546  $2,938,997  
Total expenses  2,996,081   2,911,578   2,696,799   2,595,215   2,446,045  
Impairment of intangible assets  814,433              
Gain on sale of assets     122,946           
Operating (loss)/profit  (520,611)  442,496   462,613   496,331   492,952  
Interest expense, net  50,651   49,168   41,760   44,757   45,435  
(Loss)/income from continuing
operations before income taxes
and minority interest
  (551,922)  407,546   429,305   456,628   440,187  
(Loss)/income from continuing
operations
  (568,171)  243,313   264,985   277,731   264,917  
Discontinued operations,
net of income taxes –
Broadcast Media Group
  24,728   15,687   22,646   16,916   29,265  
Cumulative effect of a change
in accounting principle,
net of income taxes
     (5,527)          
Net (loss)/income  (543,443)  253,473   287,631   294,647   294,182  
Balance Sheet Data 
Property, plant and equipment – net $1,375,365  $1,401,368  $1,308,903  $1,215,265  $1,170,721  
Total assets  3,855,928   4,564,078   3,994,555   3,854,659   3,697,491  
Total debt, including
commercial paper, capital lease
obligations and construction loan
  1,445,928   1,396,380   1,058,847   955,302   958,249  
Stockholders' equity  819,842   1,450,826   1,354,361   1,353,585   1,229,303  

P.20 2006 ANNUAL REPORT – Selected Financial Data



  As of and for the Years Ended 
(In thousands, except per
share and employee data)
 December 31,
2006
 December 25,
2005
(Restated)(1)
 December 26,
2004
(Restated)(1)
 December 28,
2003
(Restated)(1)
 December 29,
2002
(Restated)(1)
 
Per Share of Common Stock 
Basic (loss)/earnings per share 
(Loss)/income from continuing
operations
 $(3.93) $1.67  $1.80  $1.85  $1.75  
Discontinued operations,
net of income taxes – 
Broadcast Media Group
  0.17   0.11   0.15   0.11   0.19  
Cumulative effect of a change
in accounting principle, 
net of income taxes
     (0.04)          
Net (loss)/income $(3.76) $1.74  $1.95  $1.96  $1.94  
Diluted (loss)/earnings per share 
(Loss)/income from continuing
operations
 $(3.93) $1.67  $1.78  $1.82  $1.71  
Discontinued operations,
net of income taxes – 
Broadcast Media Group
  0.17   0.11   0.15   0.11   0.19  
Cumulative effect of a change
in accounting principle, 
net of income taxes
     (0.04)          
Net (loss)/income $(3.76) $1.74  $1.93  $1.93  $1.90  
Dividends per share $.69  $.65  $.61  $.57  $.53  
Stockholders' equity per share $5.67  $9.95  $9.07  $8.86  $7.94  
Average basic shares outstanding  144,579   145,440   147,567   150,285   151,563  
Average diluted shares outstanding  144,579   145,877   149,357   152,840   154,805  
Key Ratios 
Operating (loss)/profit to revenues  –16%  14%  15%  16%  17% 
Return on average common
stockholders' equity
  –48%  18%  21%  23%  25% 
Return on average total assets  –13%  6%  7%  8%  8% 
Total debt to total capitalization  64%  49%  44%  41%  44% 
Current assets to current liabilities  .91   .95   .84   1.23   1.22  
Ratio of earnings to fixed charges  (2)   6.22   8.11   8.65   8.51  
Full-Time Equivalent Employees  11,585   11,965   12,300   12,400   12,150  

(1)  The Selected Financial Data has been adjusted to reflect the restatement described in Note 2 of the Notes to the Consolidated Financial Statements. The beginning Retained Earnings adjustment for fiscal 2002 was $14.2 million.

(2)  Earnings were inadequate to cover fixed charges by $573 million for the year ended December 31, 2006, as a result of a non-cash impairment charge of $814.4 million ($735.9 million after tax).

Selected Financial Data – THE NEW YORK TIMES COMPANY P.21



The items below are included in the Selected Financial Data.

2006 (53-week fiscal year)

The items below had an unfavorable effect on our results of $877.3 million or $5.34 per share.

–  an $814.4 million pre-tax, non–cash charge ($735.9 million after tax, or $5.09 per share) for the impairment of goodwill and other intangible assets at the New England Media Group.

–  a $34.3 million pre-tax charge ($19.6 million after tax, or $.14 per share) for staff reductions.

–  a $20.8 million pre-tax charge ($11.5 million after tax, or $.08 per share) for accelerated depreciation of certain assets at the Edison, N.J., printing plant, which we are in the process of closing.

–  a $7.8 million pre-tax loss ($4.3 million after tax, or $.03 per share) from the sale of our 50% ownership interest in Discovery Times Channel.

2005

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

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

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

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

–  a $10.5$9.9 million pre-tax charge ($5.95.5 million after tax, or $.04 per share) for costs associated with the cumulative effect of a change in accounting principle related to the adoption of FASB Interpretation No. ("FIN") 47, Accounting for Conditional Asset Retirement Obligations—Obligations – an interpretation of FASB Statement No. 143.


A portion of the charge has been reclassified to conform to the 2006 presentation of the Broadcast Media Group as a discontinued operation.

2004

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

2003

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

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


2002

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

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

2001P. 22 2006 ANNUAL REPORT – Selected Financial Data



IMPACT OF RESTATEMENT

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

impact of the restatement and a $412.0 million pre-tax gain ($241.3 million after tax, or $1.51 per share) resulting fromcomparison to the saleamounts originally reported are detailed in the following tables. The Broadcast Media Group's results of Golf Digest, Golf Digest Woman, Golf World and Golf World Business ("Magazine Group").

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

$42.8 million in amortization expense ($36.9 million after tax, or $.23 per share) that would notoperations have been expensed if FAS No. 142, Goodwillpresented as discontinued operations and Other Intangible Assets, had been adopted atcertain assets and liabilities are classified as held for sale for all periods presented (see Note 5 of the beginningNotes to the Consolidated Financial Statements). In order to more clearly disclose the impact of 2001.
the restatement on reported results, the impact of this reclassification is separately shown below in the column labeled "Discontinued Operations."

  As of and for the Years Ended 
  December 25, 2005 December 26, 2004 
(In thousands, except
per share data)
 As
Reported
 Discontinued
Operations
 Restatement
Adjustments
 Reclassified
and Restated
 As
Reported
 Discontinued
Operations
 Restatement
Adjustments
 Reclassified
and Restated
 
Statement of Operations Data 
Revenues $3,372,775  $(139,055) $(2,592) $3,231,128  $3,303,642  $(145,627) $1,397  $3,159,412  
Total expenses  3,014,667   (111,914)  8,825   2,911,578   2,793,689   (107,244)  10,354   2,696,799  
Gain on sale of assets  122,946         122,946              
Operating profit  481,054   (27,141)  (11,417)  442,496   509,953   (38,383)  (8,957)  462,613  
Interest expense, net  49,168         49,168   41,760         41,760  
Income from continuing
operations before income
taxes and minority interest
  446,104   (27,141)  (11,417)  407,546   476,645   (38,383)  (8,957)  429,305  
Income from continuing
operations
  265,605   (16,012)  (6,280)  243,313   292,557   (22,646)  (4,926)  264,985  
Discontinued operations,
net of income taxes –
Broadcast Media Group
     15,687      15,687      22,646      22,646  
Cumulative effect of a change
in accounting principle,
net of income taxes
  (5,852)  325      (5,527)             
Net income  259,753      (6,280)  253,473   292,557      (4,926)  287,631  
Balance Sheet Data 
Property, plant and
equipment – net
 $1,468,403  $(67,035) $  $1,401,368  $1,367,384  $(58,481) $  $1,308,903  
Total assets  4,533,037      31,041   4,564,078   3,949,857      44,698   3,994,555  
Total debt, including
commercial paper and
capital lease obligations
  1,396,380         1,396,380   1,058,847         1,058,847  
Stockholders' equity  1,516,248      (65,422)  1,450,826   1,400,542      (46,181)  1,354,361  
Per Share of Common Stock 
Basic earnings per share 
Income from
continuing operations
 $1.83  $(0.11) $(0.05) $1.67  $1.98  $(0.15) $(0.03) $1.80  
Discontinued operations,
net of income taxes – 
Broadcast Media Group
     0.11      0.11      0.15      0.15  
Cumulative effect of a change
in accounting principle, 
net of income taxes
  (0.04)        (0.04)             
Net income $1.79  $  $(0.05) $1.74  $1.98  $  $(0.03) $1.95  
Diluted earnings per share 
Income from continuing
operations
 $1.82  $(0.11) $(0.04) $1.67  $1.96  $(0.15) $(0.03) $1.78  
Discontinued operations,
net of income taxes – 
Broadcast Media Group
     0.11      0.11      0.15      0.15  
Cumulative effect of a change
in accounting principle, 
net of income taxes
  (0.04)        (0.04)             
Net income $1.78  $  $(0.04) $1.74  $1.96  $  $(0.03) $1.93  
Dividends per share $.65   N/A   N/A  $.65  $.61   N/A   N/A  $.61  
Stockholders' equity
per share
 $10.39   N/A   N/A  $9.95  $9.38   N/A   N/A  $9.07  
Average basic shares
outstanding
  145,440   N/A   N/A   145,440   147,567   N/A   N/A   147,567  
Average diluted shares
outstanding
  145,877   N/A   N/A   145,877   149,357   N/A   N/A   149,357  

Impact of Restatement – THE NEW YORK TIMES COMPANY P.23



  As of and for the Years Ended 
  December 28, 2003 December 29, 2002 
(In thousands, except
per share data)
 As
Reported
 Discontinued
Operations
 Restatement
Adjustments
 Reclassified
and Restated
 As
Reported
 Discontinued
Operations
 Restatement
Adjustments
 Reclassified
and Restated
 
Statement of Operations Data 
Revenues $3,227,200  $(129,196) $(6,458) $3,091,546  $3,079,007  $(139,636) $(374) $2,938,997  
Total expenses  2,687,650   (100,537)  8,102   2,595,215   2,534,139   (97,838)  9,744   2,446,045  
Operating profit  539,550   (28,659)  (14,560)  496,331   544,868   (41,798)  (10,118)  492,952  
Interest expense, net  44,757         44,757   45,435         45,435  
Income from continuing
operations before income
taxes and minority interest
  499,847   (28,659)  (14,560)  456,628   492,103   (41,798)  (10,118)  440,187  
Income from continuing
operations
  302,655   (16,916)  (8,008)  277,731   299,747   (29,265)  (5,565)  264,917  
Discontinued operations,
net of income taxes –
Broadcast Media Group
     16,916      16,916      29,265      29,265  
Net income  302,655      (8,008)  294,647   299,747      (5,565)  294,182  
Balance Sheet Data 
Property, plant and
equipment – net
 $1,275,128  $(59,863) $  $1,215,265  $1,233,658  $(62,937) $  $1,170,721  
Total assets  3,801,716      52,943   3,854,659   3,633,842      63,649   3,697,491  
Total debt, including
commercial paper and
capital lease obligations
  955,302         955,302   958,249         958,249  
Stockholders' equity  1,392,242      (38,657)  1,353,585   1,269,307      (40,004)  1,229,303  
Per Share of Common Stock 
Basic earnings per share 
Income from continuing
operations
 $2.01  $(0.11) $(0.05) $1.85  $1.98  $(0.19) $(0.04) $1.75  
Discontinued operations,
net of income taxes –  
Broadcast Media Group
     0.11      0.11      0.19      0.19  
Net income $2.01  $  $(0.05) $1.96  $1.98  $  $(0.04) $1.94  
Diluted earnings per share 
Income from continuing
operations
 $1.98  $(0.11) $(0.05) $1.82  $1.94  $(0.19) $(0.04) $1.71  
Discontinued operations,
net of income taxes –  
Broadcast Media Group
     0.11      0.11      0.19      0.19  
Net income $1.98  $  $(0.05) $1.93  $1.94  $  $(0.04) $1.90  
Dividends per share $.57   N/A   N/A  $.57  $.53   N/A   N/A  $.53  
Stockholders' equity
per share
 $9.11   N/A �� N/A  $8.86  $8.20   N/A   N/A  $7.94  
Average basic shares
outstanding
  150,285   N/A   N/A   150,285   151,563   N/A   N/A   151,563  
Average diluted shares
outstanding
  152,840   N/A   N/A   152,840   154,805   N/A   N/A   154,805  

P.24 2006 ANNUAL REPORT – Impact of Restatement




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

RESTATEMENT OF FINANCIAL STATEMENTS

The following "Management's Discussion and Analysis of Financial Condition and Results of Operations" reflects the restatements discussed below and in Note 2 of the Notes to the Consolidated Financial Statements.

In this Annual Report on Form 10-K, we are restating the Consolidated Balance Sheet as of December 25, 2005, the Consolidated Statements of Operations, Consolidated Statements of Cash Flows and Consolidated Statements of Changes in Stockholders' Equity for the 2005 and 2004 fiscal years, and Quarterly Information (Unaudited) for the first three quarters of 2006 and all of fiscal 2005. We have not amended our previously filed Annual Reports on Form 10-K for the periods affected by this restatement. See "Item 6 – Selected Financial Data" and Note 2 (Restatement of Financial Statements) of the Notes to the Consolidated Financial Statements for more detailed information regarding the restatement and the changes to the previously issued financial statements.

The previously issued financial statements are being restated because we have determined that they contain errors in accounting for pension and postretirement liabilities. The reporting errors arose principally from the treatment of pension and benefits plans established pursuant to collective bargaining agreements between the Company and its subsidiaries, on the one hand, and The New York Times Newspaper Guild, on the other, as multi-employer plans. The plans' participants include employees of The New York Times and a Company subsidiary, as well as employees of the plans' administrator. We have concluded that, under accounting principles generally accepted in the United States of America ("GAAP"), the plans should have been accounted for as single-employer plans. The main effect of the change is that we must account for the present value of projected future benefits to be provided under the plans. Previously, we had recorded the expense of our annual contributions to the plans. While the calculations will increase our reported expense, the accounting changes will not materially increase our funding obligations, which are regulated by our collective bargaining agreements with the union.

The restatement also reflects the effect of other unrecorded adjustments that were previously determined to be immaterial, mainly related to accounts receivable allowances and accrued expenses.

The annual and quarterly earnings per share ("EPS") impact of the restatement for the three-year period ending December 31, 2006, is as follows:

  Quarter   
  First Second Third Fourth Year 
2006 Basic and Diluted EPS
As Reported – Basic
 $0.24  $0.42  $0.10   N/A   N/A  
As Restated – Basic $0.22  $0.41  $0.09   N/A   N/A  
As Reported – Diluted $0.24  $0.42  $0.10   N/A   N/A  
As Restated – Diluted $0.22  $0.41  $0.09   N/A   N/A  
2005 Basic and Diluted EPS
As Reported – Basic
 $0.76  $0.42  $0.16  $0.45  $1.79  
As Restated – Basic $0.75  $0.41  $0.15  $0.44  $1.74  
As Reported – Diluted $0.76  $0.42  $0.16  $0.45  $1.78  
As Restated – Diluted $0.75  $0.41  $0.15  $0.43  $1.74  
2004 Basic and Diluted EPS
As Reported – Basic
 $0.39  $0.51  $0.33  $0.76  $1.98  
As Restated – Basic $0.38  $0.50  $0.32  $0.75  $1.95  
As Reported – Diluted $0.38  $0.50  $0.33  $0.75  $1.96  
As Restated – Diluted $0.38  $0.49  $0.32  $0.74  $1.93  

The cumulative effect of the restatement resulted in a reduction in stockholder's equity of approximately $65 million as of December 25, 2005. See Note 2 of the Notes to the Consolidated Financial Statements.

Management's Discussion and Analysis of Financial Condition and Results of Operations – THE NEW YORK TIMES COMPANY P.25



EXECUTIVE OVERVIEW

Our Business

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

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

Our revenues were $3.4$3.3 billion in 2005.2006. The percentage of revenues contributed by segmentdivision is below.

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

The News Media Group (consisting of The New York Times Media Group, which includes The New York Times ("The Times"), NYTimes.com, the International Herald Tribune (the "IHT") and two New York City radio stations (see below); the New England Media Group, which includes The Boston Globe (the "Globe"), Boston.com and the Worcester Telegram & Gazette; and the Regional Media Group, which includes 15 daily newspapers and their related print and digital businesses).

The News Media Group derives advertisinggenerates revenues by offering advertisers a means to promote their brands, products and services to the buying public inprincipally from print, online, and radio advertising and through radio. The News Media Group also derives circulation revenues by offering the public timely news and editorial materials and advertisements.circulation. Other revenues, which make up the remainder of its revenues, primarily consist of revenues from wholesale delivery operations, news services, digital archives, TimesSelect, commercial printing and direct marketing. News Media Group revenues in 2005 by category and percentage share are below.


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

Beginning in 2005, the results of our two New York City radio stations, WQXR-FM and WQEW-AM, formerly part of the Broadcast Media Group, are included in the results of the News Media Group as part of The New York Times Media Group.revenues in 2006 by category and percentage share are below.

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

About.com, acquired in March 2005 (an online consumer information provider).

About.com generates revenues throughfrom display advertising that is relevant to theits adjacent content, cost-per-click advertising (sponsored links infor which About.com is paid when a user clicks on the ad), and e-commerce (including sales lead generation).e-commerce. Almost all of its revenues (96%(95% in 2005)2006) are derived from the sale of advertisements (display and cost-per-click advertising). Cost-per-click advertising accountsaccounted for slightly less than 50% of About.com's total advertising revenues. About.com does not charge a subscription fee for access to its Web site. About.com's main operating expenses are employee-related costs and content and hosting costs.

Joint VenturesOur long-term strategyP. 26 2006 ANNUAL REPORT – Executive Overview



Broadcast Media Group

On January 3, 2007, we entered into an agreement to sell our Broadcast Media Group, consisting of nine network-affiliated television stations, their related Web sites and the digital operating center, for $575 million. The transaction is also pursued through our equity investments, which are:

a 50% interestsubject to regulatory approvals and is expected to close in the Discovery Times Channel ("DTC"), a digital cable television channel,

first half of 2007. The results of the Broadcast Media Group are reported as discontinued operations.

Joint Ventures

The Company's investments accounted for under the equity method are as follows:

–  a 49% interest in Metro Boston LLC, ("Metro Boston") (seewhich publishes a free daily newspaper catering to young professionals and students in the "2005 Events" section below),

Greater Boston area,

–  a 49% interest in a Canadian newsprint company, Donohue Malbaie Inc. ("Malbaie"), and

  a 40% interest in a partnership, Madison Paper Industries, ("Madison"), operating a supercalendered paper mill in Maine, and

a 16.7%

–  an approximately 17% interest in New England Sports Ventures, ("NESV"), which owns the Boston Red Sox, Fenway Park and adjacent real estate, approximately 80% of the New England Sports Network, a regional cable sports network.

network, and 50% of Roush Fenway Racing, a leading NASCAR team.

Business Environment

We operate in the highly competitive media industry. We believe that a number of factors and industry trends have had, and will continue to have, a fundamental effect on our business and prospects. These include:

2005 HighlightsIncreasing competition

BelowCompetition for advertising revenue that our businesses face affects our ability both to attract and retain advertisers and consumers and to maintain or increase our advertising rates. We expect technological developments will continue to increase the number of media choices, intensifying the challenges posed by audience fragmentation.

We have expanded and will continue to expand our online and mobile offerings; however, most of our revenues are highlights for 2005. See the remaining portion of this discussion for more details on the items discussed below.

Advertising revenues grew approximately 4% in 2005 over 2004, in part due to the acquisition of About.com. In addition,currently from traditional print products. Our print advertising revenues increased due to growthhave declined. We believe that this decline, particularly in online revenues and higher print rates, partially offset by lower print volume.

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

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

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

2005 Eventsmarketing.

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


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

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

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

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

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

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

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

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

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

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

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

Trends and Uncertainties

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

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


Advertising Revenues
Our advertising revenues, which account for approximately 68%65% of our News Media Group revenues, are susceptible to economic swingsswings. National and are difficult to predict,local economic conditions, particularly given the increasing competition we face in the markets in which we operate.

Advertising revenues forNew York City and Boston metropolitan regions, affect the level of our largest segment, the News Media Group, in 2005 were approximately $2.1 billion (92% of total Company advertising revenues). The News Media Group's advertising revenues consisted of:

45% national, advertising

28% classified advertising

24%and retail advertising and

3% other advertising.
revenue.

As reflected above,In addition, a significant portion of our largest newspapers' advertising revenues iscomes from national advertising. As a result, events that affect nationalthe studio entertainment, department store, and automotive sectors. Consolidation among key advertisers suchin these and other categories as structuralwell as changes and changes to their traditional business models, may change the level of our advertising revenues. Increased consolidation among major national and retail advertisersin spending practices or priorities has depressed, and may continue to depress, the level of our advertising revenue.

We are subject to competition forbelieve that categories that have historically generated significant amounts of advertising revenues for our businesses are likely to continue to be challenged in our various markets, including from paid2007. These include studio entertainment, telecommunications, and free newspapers, magazines, broadcast, satellitehelp-wanted and cable television, broadcastautomotive classified advertising and, satellite radio, video-on-demand services, Web sites, direct marketing andwithin the Yellow Pages. Competition affects our ability to attract and retain advertisers and to maintain or increase advertising rates.New England Media Group, department store advertising.

Circulation Revenues

Circulation is another significant source of revenue for us. In recent years, we, along with the newspaper industry as a whole, have experienced difficulty increasing circulation volume and revenues because of,revenues. This is due to, among other things,factors, increased competition from new media formats and sources, and shifting preferences among some consumers to receive all or a portion of their news from sources other formsthan a newspaper.

Expenses

Our most significant expenses are for compensation–related costs and raw materials, which account for approximately 52% of total costs and expenses. Changes in the price of newsprint or in compensation–related expenses can materially affect our operating results.

For a discussion of these and other factors that could affect our results of operations and financial conditions, see "Forward-Looking Statements" and "Item 1A – Risk Factors."

Our Strategy

We anticipate that these challenges will continue, and we believe that the following elements are key to our efforts to address them.

New products and services

We are addressing the increasingly fragmented media landscape by building on the strength of our brands, particularly of The New York Times. To further leverage these brands, we have introduced and will continue to introduce a number of new products and services in print and online. In 2006, these included new specialty magazines in New York and Boston, zoned and special sections across other properties, new ad placements, including section

Executive Overview – THE NEW YORK TIMES COMPANY P.27



fronts at nearly all of our newspapers, and new weekly newspapers in our Regional Media Group.

Online, we redesigned NYTimes.com, increased editorial content at About.com through increased guides, launched a local search product on Boston.com, and acquired Baseline StudioSystems, the primary business-to-business supplier of proprietary entertainment information to the film and television industries.

On February 14, 2007, we announced a strategic alliance with Monster Worldwide, Inc. to further build our online recruitment product offering.

We expect our revenues from Internet-related businesses, including About.com, NYTimes.com, Boston.com, iht.com and the sites associated with our regional newspapers, to grow approximately 30 percent to approximately $350 million in 2007, mainly from organic growth.

Leadership in content categories

In addition to reinforcing our leadership in our individual properties, we seek to maintain and develop leadership in key content categories, such as entertainment, luxury real estate and travel, categories we believe appeal to our distinctive audience and will deepen their engagement with our products.

Through the 2005 acquisition of About.com, we gained leadership in a number of online "verticals." One of the top 15 most visited Web sites in 2006, About.com is the third-largest commercial health channel and third-largest food channel on the Internet, according to Nielsen//NetRatings. In September, we strengthened its health offerings by acquiring Calorie-Count.com, a site that offers weight loss tools and the declining frequency of regular newspaper buying, particularly among young people, who increasingly rely on nontraditional media as a source of news.nutritional information.

ExpensesInnovation

In 2006, we implemented a research and development capability to better help us anticipate consumer preferences. This initiative is closely linked to our operating units so that its work can have both near- and long-term business impact. As a result of these efforts, in 2006, we launched new mobile Web sites in New York, Boston and Gainesville.

Rebalanced portfolio

We continuously evaluate our businesses to determine whether they are meeting their targets for financial performance, growth and return on investment and whether they remain relevant to our strategy.

As a result of this analysis, in October 2006, we sold our investment in Discovery Times Channel. On January 3, 2007, we entered into an agreement to sell our Broadcast Media Group to allow us to focus on developing our print and digital businesses. In the first quarter of 2007, we expect to complete the sale of one of our two radio stations.

At the same time, we have made selective acquisitions and investments, such as the acquisitions of Baseline and Calorie-Count.com.

Expense management

Managing expenses is a key component of our strategy. We continuously review our expense structure on an ongoing basis to ensure that we are operating our businesses effectively. This review focusesefficiently. We focus on reducing costs by streamlining our operations, freeing up resources and achieving cost benefits from productivity gains.

In 2005,2006, our cost-control efforts principally addressed employee-related costs and newsprint expense, our main operating expenses. In 2005, we announcedWe have implemented staff reductions, of approximately 700 positions to be completedpartially offset by increases from acquisitions and hiring in 2006 and made cost-saving modifications to certain employee benefit plans. We have also adopted a number of measures to reduce newsprint consumption, including converting to lighter-weight paper.critical areas. We continually monitor newsprint prices, which are subject to supply and demand market conditions, and have increasedadopted a number of measures to reduce newsprint consumption.

As part of our efforts to reduce costs, in recentJuly 2006, we announced plans to consolidate our New York metro area printing into our newer facility in College Point, N.Y., and to close our older Edison, N.J., facility. We also announced that we would reduce the size of all editions of The Times, with the printed page decreasing from 13.5 by 22 inches to 12 by 22 inches. We expect to complete the reduction in the third quarter of 2007 and the plant consolidation in the second quarter of 2008.

With the plant consolidation, we expect to save $30 million in lower operating costs annually and to avoid the need for approximately $50 million in capital investment at the Edison facility over the next 10 years. We expect to incur capital expenditures of $135 million related to the plant consolidation.

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




2006 Expectations

approximately 250 full-time equivalent employees. We have not provided 2006 guidance for earnings, revenue growth or expense growth. Below are certain items that will affectidentified total costs to close the financial statementsEdison facility in 2006the range of $104 million to $128 million, principally consisting of accelerated depreciation charges, as well as guidance on certain key financial measures.

Because we have a fiscal year that equalizesstaff reduction charges and plant restoration costs. We expect to exit the number of Sundays, 2006 has an extra week. Infacility in the fourthsecond quarter of 2006, there will be 14 weeks rather2008 and, depending on the disposition of the property, may recognize additional charges with respect to our lease, which continues through 2018.

With the web-width reduction, we expect to save more than 13.

$10 million annually from decreased newsprint consumption. We expect thatto incur capital expenditures of $15 million related to the News Media Group will benefit from higher print and online advertising rates in 2006. At The Times, we project print rates will rise about 5%, and at the Globe andreduction.

P.28 2006 ANNUAL REPORT – Executive Overview



We are nearing completion of our Regional Media Group, we expect print rates to increase approximately 3%.

The Times raised home-delivery ratesnew headquarters building in New York and acrossCity, which we expect to occupy in the country about 4% effective February 6. This is expected to result in additional circulation revenuessecond quarter of approximately $7 to $8 million in 2006.

2007. The Broadcast Media Group results are expected to benefit from a full yearmidtown Manhattan real estate market has improved significantly since we began development. Because of revenues for KAUT-TV, mid-term electionsstaff reductions and the Winter Olympics.

Our revenues will include a full yearhousing of revenue from About.com, which is expectedsome departments in lower cost office space, we are now planning to have double-digit revenue and operating profit growth.

We plan to make additional investments online and to grow circulation revenues. We expect to add more print sites to increase the availabilitylease five floors, totaling approximately 155,000 square feet, or one-fifth of The Times outside the metropolitan New York area.

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

2007 Expectations

The key financial measures for 20062007 discussed in the table below are computed under GAAP.


Item

20062007 Expectation


Newsprint cost per ton Growth expected to be 11% to 13%Decline in the low-single digits
Depreciation & amortization $154195 to $158$205 million(1)
Net income from joint ventures$10 to $15 million
Interest expense$48 to $52 million
Capital expenditures $485340 to $535$370 million(a)(2)
Results from joint venturesCost savings and productivity gains $18 65 to $22$75 million
Interest expense(3) $58 to $62

(1)  Includes $45 to $48 million of accelerated depreciation expense associated with the consolidation of the New York metro area printing plants and depreciation expense of approximately $16 to $19 million for the new headquarters building in the second half of 2007.

(2)  Includes $170 to $190 millionTax rate39.6%


(a)
Under GAAP, total capital expenditures reflected in our financial statements include our capital expenditures for our new headquarters building as well as those of our development partner:and $75 million for the plant consolidation.

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

$485 to $535 million


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

(3)  Excludes certain one-time expenses, mainly staff reduction costs.

Executive Overview – THE NEW YORK TIMES COMPANY P.29



RESULTS OF OPERATIONS

Overview

Unless stated otherwise, all references to 2006, 2005 2004 and 20032004 refer to our fiscal years ended, or the dates as of, December 31, 2006, December 25, 2005, and December 26, 2004. Fiscal year 2006 comprises 53 weeks and fiscal years 2005 and 2004 each comprise 52 weeks. The effect of the 53rd week ("additional week") on revenues, costs and December 28, 2003.expenses is discussed below.

The results for the fiscal year 2006 include the effect of a non-cash charge for the impairment of goodwill and other intangible assets at the New England Media Group. See "– Impairment of Intangible Assets" below for a detailed discussion of the impairment charge. The following table presents our consolidated financial results on a GAAP basis. The results set forthdiscussion reflects the restatements discussed above and in Note 2 of the table and discussed in this section includeNotes to the items discussed in this report on page F-2, immediately after the table of SelectedConsolidated Financial Data.Statements.


 
 
  
  
  
 % Change

 
(In thousands)

 2005

 2004

 2003

 05-04

 04-03

 

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

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

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

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

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

 
GAIN ON SALE OF ASSETS  122,946     N/A  

 

OPERATING PROFIT

 

 

481,054

 

 

509,953

 

 

539,550

 

(5.7

)

(5.5

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

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

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

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

 
    % Change 
(In thousands) 2006 2005
(Restated)
 2004
(Restated)
 06-05 05-04
(Restated)
 
Revenues 
Advertising $2,153,936  $2,139,486  $2,053,378   0.7   4.2  
Circulation  889,722   873,975   883,995   1.8   (1.1) 
Other  246,245   217,667   222,039   13.1   (2.0) 
Total revenues  3,289,903   3,231,128   3,159,412   1.8   2.3  
Costs and expenses 
Production costs: 
Raw materials  330,833   321,084   296,594   3.0   8.3  
Wages and benefits  665,304   652,216   635,087   2.0   2.7  
Other  533,392   495,588   474,978   7.6   4.3  
Total production costs  1,529,529   1,468,888   1,406,659   4.1   4.4  
Selling, general and
administrative expenses
  1,466,552   1,442,690   1,290,140   1.7   11.8  
Total costs and expenses  2,996,081   2,911,578   2,696,799   2.9   8.0  
Impairment of intangible
assets
  814,433         N/A   N/A  
Gain on sale of assets     122,946      N/A   N/A  
Operating (loss)/profit  (520,611)  442,496   462,613   *   (4.3) 
Net income from joint ventures  19,340   10,051   240   92.4   *  
Interest expense, net  50,651   49,168   41,760   3.0   17.7  
Other income     4,167   8,212   N/A   (49.3) 
(Loss)/income from continuing
operations before income
taxes and minority interest
  (551,922)  407,546   429,305   *   (5.1) 
Income taxes  16,608   163,976   163,731   (89.9)  0.1  
Minority interest in net loss/
(income) of subsidiaries
  359   (257)  (589)  *   (56.4) 
(Loss)/income from continuing
operations
  (568,171)  243,313   264,985   *   (8.2) 
Discontinued operations,
net of income taxes-
 
Broadcast Media Group  24,728   15,687   22,646   57.6   (30.7) 
Cumulative effect of a change
in accounting principle,
net of income taxes
     (5,527)     N/A   N/A  
Net (loss)/income $(543,443) $253,473  $287,631   *   (11.9) 

*

Represents an increase or decrease in excess of 100%.

P.30 2006 ANNUAL REPORT – Results of Operations



Revenues

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




  
  
  
 % Change

   % Change 
(In millions)

(In millions)

 2005

 2004

 2003

 05-04

 04-03

(In millions) 2006 2005
(Restated)
 2004
(Restated)
 06-05 05-04
(Restated)
 

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

RevenuesRevenues 
News Media GroupNews Media Group $3,209.7  $3,187.2  $3,159.4   0.7   0.9  
About.com (from March 18, 2005)About.com (from March 18, 2005)  80.2   43.9      82.5   N/A  
TotalTotal $3,372.8 $3,303.6 $3,227.2 2.1 2.4Total $3,289.9  $3,231.1  $3,159.4   1.8   2.3  

News Media Group

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


 

  
  
  
 % Change

     % Change 
(In millions)

 2005

 2004

 2003

 05-04

 04-03

 (In millions) 2006 2005
(Restated)
 2004
(Restated)
 06-05 05-04
(Restated)
 

 
The New York Times Media Group              The New York Times Media Group 
Advertising $1,264.8 $1,220.7 $1,195.7 3.6 2.1 Advertising $1,268.6  $1,262.2  $1,222.1   0.5   3.3  
Circulation  615.5  615.9  623.1 (0.1)(1.2)Circulation  637.1   615.5   615.9   3.5   (0.1) 
Other  157.0  165.0  168.0 (4.8)(1.8)Other  171.6   157.0   165.0   9.3   (4.8) 

 
Total $2,037.3 $2,001.6 $1,986.8 1.8 0.7 Total $2,077.3  $2,034.7  $2,003.0   2.1   1.6  

 
New England Media Group              New England Media Group 
Advertising $467.6 $481.6 $464.5 (2.9)3.7 Advertising $425.7  $467.6  $481.6   (9.0)  (2.9) 
Circulation  170.7  181.0  174.6 (5.7)3.7 Circulation  163.0   170.7   181.0   (4.5)  (5.7) 
Other  37.0  38.0  34.4 (2.6)10.4 Other  46.6   37.0   38.0   25.9   (2.6) 

 
Total $675.3 $700.6 $673.5 (3.6)4.0 Total $635.3  $675.3  $700.6   (5.9)  (3.6) 

 
Regional Media Group              Regional Media Group 
Advertising $367.5 $349.7 $333.8 5.1 4.8 Advertising $383.2  $367.5  $349.7   4.3   5.1  
Circulation  87.8  87.1  88.1 0.7 (1.1)Circulation  89.6   87.8   87.1   2.1   0.8  
Other  21.9  19.0  15.8 14.8 20.2 Other  24.3   21.9   19.0   11.1   14.8  

 
Total $477.2 $455.8 $437.7 4.7 4.1 Total $497.1  $477.2  $455.8   4.2   4.7  

 
Total News Media Group              Total News Media Group 
Advertising $2,099.9 $2,052.0 $1,994.0 2.3 2.9 Advertising $2,077.5  $2,097.3  $2,053.4   (0.9)  2.1  
Circulation  874.0  884.0  885.8 (1.1)(0.2)Circulation  889.7   874.0   884.0   1.8   (1.1) 
Other  215.9  222.0  218.2 (2.8)1.7 Other  242.5   215.9   222.0   12.3   (2.8) 

 
Total $3,189.8 $3,158.0 $3,098.0 1.0 1.9 Total $3,209.7  $3,187.2  $3,159.4   0.7   0.9  

 

Advertising RevenuesRevenue

Advertising revenue is primarily determined by the volume, rate and mix of advertisements. In 2006, News Media Group advertising revenues decreased compared to 2005 primarily due to lower print volume, which was partially offset by the effect of the additional week in fiscal 2006 as well as higher rates and higher online advertising revenues. Print advertising revenues declined 2.7% while online advertising revenues increased 27.1%.

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

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

Results of Operations – THE NEW YORK TIMES COMPANY P.31



During the last few years, weour results have continued to bebeen adversely affected by a weak print advertising environment. AdvertisingPrint advertising volume for the News Media Group was as follows:


 
 
  
  
  
 % Change

 
(Inches in thousands, preprints in thousands of copies)

  
  
  
 
 2005

 2004

 2003

 05-04

 04-03

 

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

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

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

 
(Inches in thousands, preprints   % Change 
in thousands of copies) 2006 2005 2004 06-05 05-04 
News Media Group 
National  2,399.5   2,468.4   2,512.4   (2.8)  (1.7) 
Retail  6,396.3   6,511.7   6,541.8   (1.8)  (0.5) 
Classified  9,509.4   9,532.2   9,675.5   (0.2)  (1.5) 
Part Run/Zoned  1,989.8   2,087.3   2,215.6   (4.7)  (5.8) 
Total  20,295.0   20,599.6   20,945.3   (1.5)  (1.7) 
Preprints  2,963,946   2,979,723   2,897,241   (0.5)  2.8  

Advertising revenues (print and online) by category for the News Media Group were as follows:

    % Change 
(In millions) 2006 2005
(Restated)
 2004
(Restated)
 06-05 05-04
(Restated)
 
News Media Group 
National $938.2  $948.4  $926.3   (1.1)  2.4  
Retail  495.4   499.8   490.5   (0.9)  1.9  
Classified  578.7   590.5   579.5   (2.0)  1.9  
Other  65.2   58.6   57.1   11.4   2.6  
Total $2,077.5  $2,097.3  $2,053.4   (0.9)  2.1  

(a)The New York Times Media Group

Advertising revenues were slightly higher in 2006 than 2005 primarily due to higher rates and the effect of the additional week partially offset by lower print volume. Online advertising increased in the retail, national and classified categories. These increases were offset by declines in the automotive and help-wanted classified categories, as well as national and retail print advertising categories.

In 2006, national advertising, which represented 64% of the Group's advertising revenues, was on a par with the prior year. This was principally the result of reduced spending in the studio entertainment and national automotive categories offset by revenues from the additional week as well as growth in a number of national ad categories including advocacy, American fashion and pharmaceutical. Classified advertising, which represented 20% of the Group's advertising revenues, was on a par with the prior year as weakness in automotive and help-wanted advertising offset strong gains in real estate advertising and revenues from the additional week. Retail advertising, which represented 14% of the Group's advertising revenues, was on a par with the prior year mainly because of revenues from the additional week.

Advertising revenues were higher in 2005 than 2004 mainly due to increases in the retail and national advertising categories and growth in our online revenue partially offset by lower print classified advertising revenues.

In 2005, national advertising, which represented 65% of the Group's advertising revenues, increased as strength in financial services, corporate and national automotive advertising offset weakness in the telecommunications, studio entertainment and technology products categories. Classified advertising, which represented 20% of the Group's advertising revenues, rose as gains in real estate advertising offset softness in automotive and help-wanted. Retail advertising, which represented 14% of the Group's advertising revenues, rose as growth in fashion/jewelry store advertising offset weakness in home furnishing store advertising.

IncludesNew England Media Group

Advertising revenues were lower in 2006 primarily due to lower print volume and rates. Print advertising declines in the national, retail, classified and other advertising categories were partially offset by incremental revenues from the additional week and growth in all online categories.

In 2006, classified advertising, which represented 38% of the Group's advertising revenues, decreased due to weakness in help-wanted, automotive and real estate advertising. Retail advertising, which represented 31% of the Group's advertising revenues in 2006, declined primarily due to a decrease in department store advertising as a result of the consolidation of two large retailers. National advertising, which represented 26% of the Group's advertising

P. 32 2006 ANNUAL REPORT – Results of Operations



revenues, declined mainly because of weakness in national automotive, telecommunications, travel and financial services advertising.

Advertising revenues were lower in 2005 than 2004 mainly due to decreases in all advertising volume fromcategories partially offset by increases in online advertising.

In 2005, classified advertising, which represented 39% of the IHT.

Group's advertising revenues, decreased as weakness in automotive advertising offset growth in real estate and help-wanted advertising. Retail advertising, which represented 30% of the Group's advertising revenues, declined primarily due to softness in the home furnishing store, department store and apparel/footwear categories. National advertising, which represented 26% of the Group's advertising revenues, declined mainly because of weakness in travel, studio entertainment, telecommunications and national automotive advertising.

Regional Media Group

Advertising revenues were higher in 2006 primarily due to increased revenues in the real estate classified and retail advertising categories, growth in online advertising and the effect of the additional week.

In 2006, retail advertising, which represented 48% of the Group's advertising revenues, increased due to growth in home improvement advertising and gains in a number of other retail categories offset by softness in telecommunications and department store advertising. Classified advertising, which represented 43% of the Group's advertising revenues, increased as strong growth in real estate advertising and the additional week offset weakness in automotive and help-wanted advertising.

Advertising revenues were higher in 2005 than 2004 mainly due to increases in the help-wanted classified and retail advertising categories and the growth in our online revenues partially offset by lower automotive classified advertising revenues.

In 2005, retail advertising, which represented 49% of the Group's advertising revenues, increased as strength in home furnishing advertising and gains in a number of other retail categories offset weakness in grocery store and department store advertising. Classified advertising, which represented 42% of the Group's advertising revenues, increased as growth in help-wanted and real estate advertising offset weakness in automotive advertising.

Circulation RevenuesRevenue

Circulation revenue is based on the number of copies sold and the subscription rates charged to customers. Circulation revenues increased in 2006 primarily as a result of the increase in home delivery rates at The New York Times and the effect of the additional week in fiscal 2006, partially offset by fewer copies sold. At the New England Media Group, circulation revenues decreased primarily due to lower volume. At the Regional Media Group, circulation revenues increased primarily due to the effect of the additional week.

Circulation revenues in 2005 decreased slightly compared with 2004 mainly due to a decrease in copies sold at the Globe. Circulation revenues at theThe New York Times Media Group and Regional Media Group remainedwere flat in 2005 compared with 2004.

CirculationOther Revenues

Other revenues increased in 2004 were at approximately the same levels as they were in 2003. Higher circulation revenues at the Globe,2006 primarily due to price increases, were offset by lower circulationthe introduction of TimesSelect, a fee-based product that charges non-print subscribers for access to our columnists and archives, increased revenues at The Times, primarily due to an increase of educationfrom wholesale delivery operations and other lower-rate copies soldrevenues from Baseline, which we acquired in 2004 compared with 2003.

Broadcast Media GroupAugust 2006.

In 2005, other revenues at the Broadcast Media Group decreased compared withto 2004, primarily due to lower political advertising revenues. revenues from wholesale delivery operations.

About.com

In 20042006, its first full year under our ownership, About.com's revenue increased 82.5% from 2005, which reflected revenues atfrom the


Broadcast Media Group increased compared with 2003 primarily acquisition date (March 18, 2005). The increase was due to the high levelinclusion of political advertisinga full year of revenues as well as an increase in 2004, due to the 2004 elections. Net politicaldisplay, cost-per-click advertising revenues were $2.0 million in 2005, $15.3 million in 2004 and $4.7 million in 2003.other revenues.

Results of Operations – THE NEW YORK TIMES COMPANY P.33



Costs and Expenses

Below is a chart of our consolidated costs and expenses.

Components of Consolidated Costs The information for 2005 and Expenses2004 reflects the restatement described above.

Components of Consolidated
Costs and Expenses
Consolidated Costs and Expenses
as a Percentage of Revenues

Consolidated Costs and Expenses as a Percentage of Revenues

Costs and expenses were as follows:




  
  
  
 % Change

   % Change 
(In millions)

(In millions)

 2005

 2004

 2003

 05-04

 04-03

(In millions) 2006 2005
(Restated)
 2004
(Restated)
 06-05 05-04
(Restated)
 

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

Raw materialsRaw materials $330.8  $321.1  $296.6   3.0   8.3  
Wages and benefitsWages and benefits  665.3   652.2   635.1   2.0   2.7  
OtherOther  533.4   495.6   475.0   7.6   4.3  
Total production costsTotal production costs  1,540.4  1,475.6  1,428.8 4.4 3.3Total production costs  1,529.5   1,468.9   1,406.7   4.1   4.4  
Selling, general and administrative expensesSelling, general and administrative expenses  1,474.3  1,318.1  1,258.9 11.8 4.7Selling, general and
administrative expenses
  1,466.6   1,442.7   1,290.1   1.7   11.8  

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

Total costs and expensesTotal costs and expenses $2,996.1  $2,911.6  $2,696.8   2.9   8.0  

Production Costs

Total production costs in 2006 increased 4.1% ($60.6 million) compared to 2005 primarily due to higher depreciation expense ($22.3 million), compensation-related expenses ($13.1 million), editorial and outside printing costs ($11.7 million) and raw materials expense ($9.7 million). Increases in editorial and outside printing costs and newsprint expense were primarily due to the effect of the additional week in our fiscal year 2006. The additional week contributed a total of approximately $31.7 million in additional production costs. Depreciation expense increased due to the accelerated depreciation for certain assets at our Edison, N.J., printing plant, which we are in the process of closing. Newsprint expense rose 2.2% in 2006 compared with 2005 due to an 8.9% increase from higher prices partially o ffset by a 6.7% decrease from lower consumption.

Total production costs in 2005 were unfavorably affected by the acquisition of About.com and incremental stock-based compensation expense resulting from the adoption of FAS 123-R. Total production costs forincreased 4.4% ($62.2 million) in 2005 increased compared with 2004 primarily due to the factors mentioned above as well as increased newsprintraw materials expense increased($24.5 million), compensation-related expenses ($17.1 million) and outside printing expense and higher wages and benefits.costs ($12.6 million). Newsprint expense rose 6.7% in 2005 compared with 2004, due to an 8.0% increase from higher prices partially offset by a 1.3% decrease stemming from lower consumption.

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

Selling, General and AdministrativeExpenses

In 2005, totalTotal selling, general and administrative expenses ("SGA") increased 1.7% ($23.9 million) primarily due to increased compensation-related expenses increased because of($19.8 million), distribution and promotion expenses ($15.8 million) and depreciation and amortization expense ($4.5 million), which were partially offset by lower staff reduction expenses ($25.0 million). Increases in compensation-related expenses were primarily due to higher incentive and benefit costs

P. 34 2006 ANNUAL REPORT – Results of Operations



partially offset by savings due to staff reductions. The additional week contributed approximately $5.1 million in additional SGA expenses.

In 2005, SGA expenses increased 11.8% ($152.6 million) compared with 2004 primarily due to increased staff reduction expenses ($54.6 million), incremental stock-based compensation expense ($24.8 million) as a result of the adoption of FAS 123-R, distribution expense ($21.8 million), promotion expense ($19.3 million) and the inclusion of About.com. SGA expenses for 2005 also rose due to an increasefrom About.com, which was acquired in distribution and promotion expense.March 2005.

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



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




  
  
  
 % Change

   % Change 
(In millions)

(In millions)

 2005

 2004

 2003

 05-04

 04-03

(In millions) 2006 2005 2004 06-05 05-04 

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

Costs and expensesCosts and expenses 
News Media GroupNews Media Group $2,892.5  $2,826.5  $2,648.3   2.3   6.7  
About.com (from March 18, 2005)About.com (from March 18, 2005)  49.4   32.3      53.1   N/A  
CorporateCorporate  54.2   52.8   48.5   2.6   8.8  
TotalTotal $3,014.7 $2,793.7 $2,687.7 7.9 3.9Total $2,996.1  $2,911.6  $2,696.8   2.9   8.0  

News Media Group

In 2006, costs for the News Media Group increased 2.3% ($66.0 million) compared to 2005 primarily due to increased compensation-related expenses ($29.3 million), depreciation and amortization expense ($24.4 million), and outside printing and distribution expense ($20.4 million), which were partially offset by lower staff reduction costs ($22.9 million). Increases in compensation-related expenses were primarily due to higher incentive and benefit costs partially offset by savings due to staff reductions. Depreciation expense increased primarily due to the accelerated depreciation for certain assets at our Edison, N.J., printing plant, which we are in the process of closing ($20.8 million).

In 2005, costs and expenses for the News Media Group increased 6.7% ($178.3 million) due to staff reduction expenses ($53.5 million) and the recognition of stock-based compensation expense. Costs and expenses for the News Media Group(21.9 million) expense as well as increased in 2005 compared with 2004 and in 2004 compared with 2003 primarily due to increased distribution ($22.2 million), promotion and outside printing expenses ($32.6 million), mainly because of circulation initiatives, and higher newsprint ($2 4.5 million) and compensation expense.compensation-related expense ($14.5 million).

Broadcast Media GroupAbout.com

Costs and expenses for About.com increased 53.1% from $32.3 million to $49.4 million primarily due to higher compensation-related expenses ($5.2 million), and editorial costs ($4.3 million). Additionally, 2006 reflected costs for the Broadcast Media Groupentire year, while 2005 only included costs from the date of acquisition.

Corporate

Costs and expenses for Corporate increased in 20052006 compared with 2004 and in 2004 compared with 20032005 primarily due to increased compensation expense. In 2005, compensation expense was also higher due to the recognition of stock-based compensation expense.

Corporatecompensation-related expenses partially offset by decreases in professional fees.

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

Depreciation and Amortization

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


 
 
  
  
  
 % Change

 
(In millions)

 2005

 2004

 2003

 05-04

 04-03

 

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

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

 
(a)
Beginning
    % Change 
(In millions) 2006 2005 2004 06-05 05-04 
Depreciation and Amortization 
News Media Group $143.7  $119.3  $124.6   20.4   (4.3) 
About.com (from March 18, 2005)  11.9   9.2      30.1   N/A  
Corporate  6.7   7.0   9.4   (4.0)  (25.6) 
Total Depreciation and
Amortization
 $162.3  $135.5  $134.0   19.8   1.0  

Results of Operations – THE NEW YORK TIMES COMPANY P.35



In 2006, depreciation and amortization increased compared to 2005 primarily due to the accelerated depreciation for certain assets at our Edison, N.J., printing plant, which we are in fiscal 2005, restricted stock is being recorded as stock-based compensation expense. For comparability, restricted stockthe process of closing.

Impairment of Intangible Assets

Our annual impairment tests resulted in prior years (recorded at Corporate)a non-cash impairment charge of $814.4 million ($735.9 million after tax, or $5.09 per share) related to the write-down of intangible assets of the New England Media Group. The New England Media Group, which had been reported as amortization expense, has been reclassified to conform withincludes the 2005 presentation. Restricted stock expense was $4.3 million in 2004 and $2.0 million in 2003.


Operating Profit

Consolidated operating profit, by reportable segment, CorporateGlobe, Boston.com and the CompanyWorcester Telegram & Gazette, is part of our News Media Group reportable segment. The majority of the charge is not tax deductible because the 1993 acquisition of the Globe was structured as a whole, were as follows:tax-free stock transaction. The impairment charge, which is included in the line item "Impairment of intangible assets" in our 2006 Consolidated Statement of Operations, is presented below by intangible asset:


 
 
  
  
  
 % Change

 
(In millions)

 2005

 2004

 2003

 05-04

 04-03

 

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

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

 
(In millions) Pre-tax Tax After-tax 
Goodwill $782.3  $65.0  $717.3  
Customer list  25.6   10.8   14.8  
Newspaper masthead  6.5   2.7   3.8  
Total $814.4  $78.5  $735.9  

The impairment of the intangible assets mainly resulted from declines in current and projected operating results and cash flows of the New England Media Group due to, among other factors, advertiser consolidations in the New England area and increased competition with online media. These factors resulted in the carrying value of the intangible assets being greater than their fair value, and therefore a write-down to fair value was required.

The fair value of goodwill is the residual fair value after allocating the total fair value of the New England Media Group to its other assets, net of liabilities. The total fair value of the New England Media Group was estimated using a combination of a discounted cash flow model (present value of future cash flows) and two market approach models (a multiple of various metrics based on comparable businesses and market transactions).

The fair value of the customer list and masthead was calculated by estimating the present value of future cash flows associated with each asset.

Gain on Sale of Assets

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

TheOperating Profit

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

    % Change 
(In millions) 2006 2005
(Restated)
 2004
(Restated)
 06-05 05-04
(Restated)
 
Operating Profit (Loss): 
News Media Group $317.2  $360.6  $511.1   (12.1)  (29.4) 
About.com (from March 18, 2005)  30.8   11.7      *   N/A  
Corporate  (54.2)  (52.7)  (48.5)  2.6   8.8  
Impairment of intangible assets  (814.4)        N/A   N/A  
Gain on sale of assets     122.9      N/A   N/A  
Total Operating
(Loss)/Profit
 $(520.6) $442.5  $462.6   *   (4.3) 

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

We discuss the reasons underlyingfor the year-to-year changes in each segment's and Corporate's operating profit are discussed above underin the "Revenues" and "Costs and Expenses."Expenses" sections above.

Non-operating ItemsNON-OPERATING ITEMS

Net Income/(Loss) from Joint Ventures

We have investments in DTC, Metro Boston, two paper mills (Malbaie and Madison) and NESV, which are accounted for under the equity method. Our proportionate share of these investments is recorded in "Net income/(loss)income from joint ventures" in our Consolidated Statements of Income.Operations. See Note 57 of the Notes to the Consolidated Financial Statements for additional information regarding these investments. In October 2006, we sold our 50% ownership interest in Discovery Times Channel, a digital cable channel, for $100 million, resulting in a pre-tax loss of $7.8 million.

P. 36 2006 ANNUAL REPORT – Results of Operations



Net income from joint ventures increased in 2006 to $19.3 million from $10.1 million in 2005. While 2006 included a loss of $7.8 million from the sale of our interest in Discovery Times Channel, it was more than offset by higher results from all of our equity investments.

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

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

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

Interest Expense, Net

Interest expense, net, was as follows:


 
(In millions)

 2005

 2004

 2003

 (In millions) 2006 2005 2004 

 
Interest expense $60.0 $51.4 $51.2 Interest expense $73.5  $60.0  $51.4  
Loss from extinguishment of debt  4.8     Loss from extinguishment
of debt
     4.8     
Interest income  (4.4) (2.4) (1.9)Interest income  (7.9)  (4.4)  (2.4) 
Capitalized interest  (11.2) (7.2) (4.5)Capitalized interest  (14.9)  (11.2)  (7.2) 

 
Interest expense, net $49.2 $41.8 $44.8 Interest expense, net $50.7  $49.2  $41.8  

 

In 2005, "Interest

"Interest expense, net" increased primarilyin 2006 compared with 2005 and in 2005 compared with 2004 due to the expenses associated with the redemption of our 8.25% debentures in March 2005, higher levels of debt outstanding and higher short-term interest rates. This increase wasThe increases were partially offset by higher levels of capitalized interest related to our new headquarters. In 2004, "Interest expense, net" decreasedheadquarters as well as higher interest income. Interest income was primarily duerelated to higher levelsfunds we advanced on behalf of capitalized interest related toour development partner for the construction of our new headquarters.

Other Income

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


(In millions)

 2005

 2004

 2003

(In millions) 2005 2004 

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

Other income $4.2 $8.2 $13.3Other income $4.2  $8.2  

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

Income Taxes

In 2006, the effective income tax rate was 3.0% because the majority of the non-cash impairment charge of $814.4 million at the New England Media Group is non-deductible for tax purposes. Excluding the non-cash charge, the effective income tax rate would have been 36.2% in 2006 compared with 40.2% in 2005 and 38.1% in 2004. The decrease in the effective income tax rate in 2006 compared to 2005 is primarily due to non-taxable income related to our retiree drug subsidy and higher non-taxable income from our corporate-owned life insurance plan. The increase in the effective income tax rate in 2005 compared to 2004 is primarily due to the tax effect of the gain from selling our current headquarters in 2005.

Discontinued Operations

In January 2007, we entered into an agreement to sell our Broadcast Media Group, consisting of nine network-affiliated television stations, their Web sites and the digital operating center, for $575 million in cash. This decision was a result of our ongoing analysis of our business portfolio and will allow us to place an even greater emphasis on developing and integrating our print and growing digital resources. The transaction is subject to regulatory approvals and is expected to close in the first half of 2007.

In accordance with the provisions of FAS No. 144, Accounting for the Impairment of Long-Lived Assets ("FAS 144"), the Broadcast Media Group's results of operations are presented as discontinued operations and certain assets and liabilities are classified as held for sale for all periods presented in our Consolidated Financial Statements. The results of operations presented as discontinued operations are summarized below.

See Note 5 of the Notes to the Consolidated Financial Statements for additional information regarding discontinued operations.

(In millions) 2006 2005 2004 
Revenues $156.8  $139.0  $145.6  
Total costs and
expenses
  115.4   111.9   107.2  
Pre-tax income  41.4   27.1   38.4  
Income taxes  16.7   11.1   15.7  
Cumulative effect of a
change in accounting
principle, net of
income taxes
     (0.3)    
Discontinued
operations, net
of income taxes
 $24.7  $15.7  $22.7  

Cumulative Effect of a Change in Accounting Principle

In March 2005, the FASB issued FASB Interpretation No. ("FIN") 47, Accounting for Conditional Asset Retirement Obligations—an Interpretation of FASB

Results of Operations – THE NEW YORK TIMES COMPANY P.37



Statement No. 143 ("FIN 47"). FIN 47 requires an entity to recognize a liability for the fair value of a conditional asset retirement obligation if the fair value can be reasonably estimated. FIN 47 was effective no later than the end of fiscal yearsyear ending after December 15, 2005. We adopted FIN 47 effective December 2005 and accordingly recorded an after-taxafter tax charge of $5.9$5.5 million or $.04 per diluted share ($10.59.9 million pre-tax) as a cumulative effect of a change in accounting principle in our Consolidated Statement of Income.Operations. A portion of the 2005 charge has been reclassified to conform to the 2006 presentation of the Broadcast Media Group as a discontinued operation.

See Note 68 of the Notes to the Consolidated Financial Statements for additional information regarding the cumulative effect of this accounting change.

LIQUIDITY AND CAPITAL RESOURCES

Overview

InformationThe following table presents information about our financial position as of December 20052006 and December 2004 is presented in the following table:2005.


 
 
  
  
 % Change

 
Financial Position Summary
(In millions)

  
  
 
 2005

 2004

 05-04

 

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

 
Financial Position Summary 
(In millions) 2006 2005
(Restated)
 % Change
06-05
 
Cash and cash equivalents $72.4  $44.9   61.1  
Short-term debt(1)  650.9   498.1   30.7  
Long-term debt(1)  795.0   898.3   (11.5) 
Stockholders' equity  819.8   1450.8   (43.5) 
Ratios:             
Total debt to total capitalization  64%  49%  30.6  
Current ratio  .91   .95   (4.2) 

(a)(1)

Short-term debt includes the current portion of long-term debt (none in 2005), commercial paper outstanding and the current portion of capital lease obligations.obligations and, in 2006, a construction loan discussed below. Long-term debt also includes the long-term portion of capital lease obligations.

In 20062007 we expect our cash balance, cash provided from operations, and available third-party financing, described below, to be sufficient to meet our normal operating commitments and debt service requirements, to fund planned capital expenditures, to pay dividends to our stockholders, to repurchase shares of our Class A Common Stock and to make contributions to our pension plansplans. In addition, we expect to use the proceeds from the sales of the Broadcast Media Group and WQEW to pay dividends toreduce our stockholders.debt, which will increase our borrowing capacity in the future for potential acquisitions, investments or capital projects.

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



These repurchases may be suspended from time to time or discontinued. In 2005 and 2004,2006 we repurchased 1.72.2 million shares of Class A Common Stock at a cost of approximately $51 million, and 6.8in 2005 we repurchased 1.7 million shares of Class A Common Stock at a cost of approximately $57 million and $293 million, respectively.million.

For the June 20052006 dividend on our Class A and Class B Common Stock, the Board of Directors authorized a $.01 per share increase in the quarterly dividend on our Class A and Class B Common Stock to $.165$.175 per share from $.155$.165 per share. Subsequent quarterly dividend payments in September and December 20052006 were also made at this rate. We paid dividends of approximately $100 million in 2006, $95 million in 2005 and $90 million in 2005 and 2004, respectively.2004.

In December2006 and 2005 and 2004 we made tax-deductible contributions of $47.3$15.3 million and $57.4$54.0 million, respectively to our qualified pension plans.

Plant Consolidation

In July 2006, we announced plans to consolidate our New York metro area printing into our newer facility in College Point, N.Y., and to close our older Edison, N.J., facility. We expect to save $30 million in lower operating costs annually and to avoid the need for approximately $50 million in capital investment at the Edison facility over the next 10 years. We expect to incur capital expenditures of $135 million related to the plant consolidation. We have identified total costs to close the Edison facility in the range of $104 million to $128 million, principally consisting of accelerated depreciation charges, as well as staff reduction charges and plant restoration costs. We expect to exit the facility in the second quarter of 2008 and, depending on the disposition of the property, may recognize ad ditional charges with respect to our lease, which continues through 2018.

P.38 2006 ANNUAL REPORT – Liquidity and Capital Resources




New Headquarters Building

We are in the processnearing completion of constructing our new headquarters building in New York City (the "Building"), which we expect to occupy in the second quarter of 2007. In December 2001,August 2006, the Building was converted to a leasehold condominium, and one of our wholly owned subsidiaries ("NYT"), and FC Lion LLC (a partnership between an affiliatea subsidiary of the Forest City Ratner Companies ("FC"), our development partner, each acquired ownership of its respective leasehold condominium units. See Note 19 of the Notes to the Consolidated Financial Statements for additional information regarding the Building.

Before the Building was converted to a leasehold condominium, the leasehold interest in the Building was held by a limited liability company in which NYT and an affiliate of ING Real Estate, "FC") becameFC are members of The New York Times Building LLC (the "Building Partnership"),. Because the Company has a partnership established formajority interest in the purposeBuilding Partnership, FC's interest in the Building was consolidated in our financial statements. As a result of constructing the Building.Building's conversion to a leasehold condominium, the Building Partnership no longer holds any leasehold interest in the Building, and FC's condominium units and capital expenditures (see below) are no longer consolidated in our financial statements.

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

Capital Expenditures

(In millions)

 NYT

 FC

 Total


2001-2005 $241 $184 $425

2006 $240-$270 $130-$150 $370-$420

2007 $120-$128 $86-$95 $206-$223

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

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

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

Capital Expenditures

(In millions) NYT 
2001-2006  $434  
2007  $170-$190  
Total $604-$624  
Less: net sale proceeds(1) $106  
Total, net of sale proceeds $498-$518(2)  

(a)(1)

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

(b)(2)

Includes estimated capitalized interest and salaries of $45$40 to $55$50 million.

See Note 17FC's capital expenditures were consolidated in our financial statements through August 2006, when the Building was converted to a leasehold condominium. FC's actual capital expenditures from 2001, the beginning of the Notesproject, through August 2006 were approximately $239 million.

In addition to other sources of liquidity described below under "– Third-Party Financing," our investment in the Consolidated Financial StatementsBuilding also represents a potential source of funding for additional information onus. After substantial completion, which we expect will be in the third quarter of 2007, we may consider whether to enter into financing arrangements for our new headquarters building.condominium interest, such as mortgage financing. The decision of whether or not to do so will depend upon our capital requirements, market conditions and other factors.

Capital Resources

Capital Resources

Sources and Uses of Cash

Cash flows by category were as follows:


 
 
  
  
  
 % Change

 
(In millions)

 2005

 2004

 2003

 05-04

 04-03

 

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

 
  % Change 
(In millions) 2006 2005
(Restated)
 2004
(Restated)
 06-05 05-04
(Restated)
 
Operating activities $422.3  $294.3  $444.0   43.5   (33.7) 
Investing activities $(288.7) $(495.5) $(192.1)  (41.7)  *  
Financing activities $(106.2) $204.4  $(249.2)  *   *  

*

Represents an increase or decrease in excess of 100%.

Liquidity and Capital Resources – THE NEW YORK TIMES COMPANY P.39



Our current priorities for use of cash are:

Investment

–  Investing in high-return capital projects intended tothat will improve operations. In particular, investments in technology tooperations, increase revenues and reduce costs, improve efficiencies or help us better serve our customers,

–  Construction of the Building,

Strategic

–  Making acquisitions and investments

Stock repurchases that are both financially and

Dividend payments strategically sound,

–  Reducing our debt to shareholders.

allow for financing flexibility in the future,

–  Providing our shareholders with a competitive dividend, and

–  Repurchasing our stock.

Operating Activities

The primary source of our liquidity is cash flows from operating activities. The key component of operating cash flow is cash receipts from advertising customers. Advertising has provided 66% to 68%approximately 65% of total revenues over the past three years. Operating cash inflows also include cash receipts from circulation sales and other revenue transactions such as TimesSelect, wholesale delivery operations, news services, direct marketing, digital archives, and direct marketing.commercial printing. Operating cash outflows include payments to vendors for raw materials, services and supplies, payments to employees, and payments of interest and income taxes.

Net cash provided by operating activities increased approximately $128 million in 2006 compared with 2005. In 2006, accounts receivable collections were higher than in 2005 due to the additional week in our 2006 fiscal year, which resulted in increased collections from our customers. In 2005, we paid higher income taxes related to the gain on the sale of our current headquarters and made higher pension contributions to our qualified pension plans. Our contributions to our qualified pension plans decreased in 2006 primarily due to an increase in interest rates and better performance of our pension assets.

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

Net cash provided by operating activities decreased In addition, income taxes paid were higher in 20042005 compared with 2003 primarily2004 due to lower cash earnings, partially offset by an improvement in working capital requirements.the gain on the sale of our current headquarters.



Investing Activities

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

Net cash used in investing activities decreased in 2006 compared with 2005, primarily due to lower acquisition activity. In 2006 we acquired Baseline and Calorie-Count for approximately $35 million and in 2005 we acquired About.com, KAUT-TV and North Bay Business Journal for approximately $438 million. In 2005, we also received proceeds of approximately $183 million from the sale of our current New York headquarters and property in Sarasota, Fla. In 2006, we received $100 million from the sale of our 50% ownership interest in Discovery Times Channel, and we had additional capital expenditures primarily related to the construction of the Building.

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

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

Capital expenditures (on an accrual basis) were $358.4 million in 2006, $229.5 million in 2005 and $211.2 million in 20042004. The 2006, 2005 and $167.3 million in 2003. The 2005, 2004 and 2003 amounts include our costs related to the Building of approximately $192 million, $87 million $58 million and $52$58 million as well as our development partner's costs, of $55 million, $54 million $42 million and $52$42 million, respectively. See Note 1719 of the Notes to the Consolidated Financial Statements for additional information regarding the Building.

Financing Activities

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

Net cash used in financing activities in 2006 was primarily for the payment of dividends ($100.1 million), the repayment of commercial paper borrowings ($74.4 million) and stock repurchases ($52.3 million), which were partially offset by borrowings under a construction loan, attributable to our development partner, in connection with the construction of the Building. See Note 19 of the Notes to the Consolidated Financial Statements.

Net cash provided by financing activities in 2005 was primarily from the issuance of commercial paper and long-term debt ($658.6 million), to finance the acquisition of About.com, partially offset by the repayment of long-term debt ($323.5 million), the

P.40 2006 ANNUAL REPORT – Liquidity and Capital Resources



payment of dividends ($94.5 million) and stock repurchases ($57.4 million). In 2004, net cash used in financing activities was primarily due to stock repurchases ($293.2 million) and the payment of dividends ($90.1 million). During 2005, we used cash for certain acquisitions and the construction of the Building and therefore had fewer share repurchases compared with 2004.

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

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

Third-Party Financing

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

A

–  a commercial paper facility,

Revolving

–  revolving credit agreements and

Medium-term

–  medium-term notes.

Our total debt, including commercial paper and capital lease obligations, was $1.4 billion as of December 2005 and $1.1 billion as of December 2004. Total unused borrowing capacity under all financing arrangements amounted to $366.9was $572.1 million as of December 2006.

Our total debt, including commercial paper, capital lease obligations, and a construction loan, was $1.4 billion as of December 2006 and 2005. See Note 79 of the Notes to the Consolidated Financial Statements for additional information related to our debt.information.

During 2005,Our short- and long-term debt is rated investment grade by the major rating agencies. In May 2006, Moody's and Standard and Poor'sInvestors Service lowered their ratingsits rating on our long-term debt to Baa1 from A2 and A, respectively, and confirmed their ratings of P1 and A1, respectively,lowered its rating on our short-term debt.debt to P2 from P1. In July 2006, Standard and Poor's lowered its rating on our long-term debt to A- from A and lowered its rating on our short-term debt to A-2 from A-1. In December 2006, Standard and Poor's lowered its rating on our long-term debt and senior unsecured debt to BBB+ from A-. We do not have anyno liabilities subject to accelerated payment upon a ratings downgrade and do not expect the downgradedowngrades of our long-term and short-term debt ratings to have any material impact on our ability to borrow. However, as a result of these downgrades, we may incur higher borrowing costs with respect tofor any future long-term and short-term issuances. We do not currently expect these costs to be significant.

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

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



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

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

Commercial Paper

Our liquidity requirements may beare primarily funded through the issuance of commercial paper. Our $600.0 millionIn the third quarter of 2006, we increased the amount available under our commercial paper program, which is supported by ourthe revolving credit agreements (see below). Commercialdescribed below, to $725 million from $600 million. Our commercial paper issued by us is unsecured and can have maturities of up to 270 days.

We had $422.0 million in commercial paper outstanding as of December 2006, with a weighted average interest rate of 5.5% per annum and an average of 63 days to maturity from original issuance. We had $496.5 million in commercial paper outstanding as of December 2005, with a weighted average interest rate of 4.3% per annum and an average of 53 days to maturity from original issuance. We had $335.4 million in commercial paper outstanding as of December 2004, with a weighted average interest rate of 2.3% per annum and an average of 7 days to maturity from original issuance.

Revolving Credit Agreements

The primary purpose of our $800 million revolving credit agreements is to support our commercial paper program. In addition, these revolving credit agreements provide a facility for the issuance of letters of credit. In June 2006, we replaced our $270 million multi-year credit agreement with a $400 million credit agreement maturing in June 2011. Of the total $670.0$800.0 million available under the two revolving credit agreements ($400 million credit agreement maturing in May 2009 and $400 million credit agreement maturing in June 2011), we have issued letters of credit of $31.6approximately $31 million. The remaining balance of $638.4approximately $769 million supports our commercialc ommercial paper program discussed above. There were no borrowings outstanding under the revolving credit agreements as of December 2005.2006.

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

The revolving credit agreements contain a covenant that requires specified levels of stockholders' equity.equity (as defined in the agreements). The amount of stockholders' equity in excess of the required levels was $427.6approximately $618 million as of December 2005, compared with $376.8 million as2006. The lenders under the revolving credit agreements have waived, effective December 31, 2006, any defaults that may have arisen under the agreements due to inclusion in previously issued financial statements of December 2004.the reporting errors that led to the restatement described above and in Note 2 of the Notes to the Consolidated Financial Statements.

Medium-Term Notes

Our liquidity requirements may also be funded through the public offer and sale of notes under our $300.0 million medium-term note program. As of December 2005,2006, we had issued $75.0 million of medium-term notes under this program. The remainingUnder our current effective shelf registration, $225.0 million of medium-term notes may be issued from time to time pursuanttime.

Construction Loan

Until January 2007, we were a co-borrower under a $320 million non-recourse construction loan in connection with the construction of the Building. We did not draw down on the construction loan, which is being used by our development partner. However, as a co-borrower, we were required to record the amount outstanding of the construction loan on our current effective shelf registration.financial statements. We also recorded a receivable

Contractual ObligationsLiquidity and Capital Resources – THE NEW YORK TIMES COMPANY P.41



Our significant contractual obligations asdue from our development partner for the same amount outstanding under the construction loan. As of December 2005 are set forth below. 2006, $124.7 million was outstanding under the construction loan. See Notes 9 and 19 of the Notes to the Consolidated Financial Statements for additional information. In January 2007, through an amendment to the construction loan, we were released as a co-borrower, although the construction lender remains obligated to continue to fund the balance of the construction loan required to complete construction of the Building. See Note 20 of the Notes to the Consolidated Financial Statements.

Contractual Obligations

The information provided in the table below is based on management's best estimate and assumptions as of December 2005.2006. Actual payments in future periods may vary from those reflected in the table.


 
 Payment due in

(In millions)

 Total

 2006

 2007–2008

 2009–2010

 Later Years


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

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

  Payment due in 
(In millions) Total 2007 2008-2009 2010-2011 Later Years 
Long-term debt(1) $825.5  $102.0  $148.5  $250.0  $325.0  
Capital leases(2)  119.7   7.9   18.7   19.1   74.0  
Operating leases(2)  86.9   19.4   19.8   12.5   35.2  
Benefit plans(3)  984.3   82.0   169.1   180.9   552.3  
Total $2,016.4  $211.3  $356.1  $462.5  $986.5  

(a)(1)

Excludes commercial paper of $496.5$422.0 million as of December 2005.2006. This amount will be paid in 2006.2007. See Note 79 of the Notes to the Consolidated Financial Statements for additional information related to our commercial paper program and long-term debt.

(b)(2)

See Note 1719 of the Notes to the Consolidated Financial Statements for additional information related to our capital and operating leases.

(c)(3)

Includes estimated benefit payments, net of plan participant contributions, under our sponsored pension and postretirement plans. The liabilities related to both plans are included in "Other Liabilities-Other""Pension benefits obligation" and "Postretirement benefits obligation" in our Consolidated Balance Sheets. Payments included in the table above have been estimated over a ten-year period; therefore the amounts included in the "Later Years" column include payments for the period of 2011-2015. While benefit payments under these plans are expected to continue beyond 2015, we believe that an estimate beyond this period is unreasonable. See Notes 10, 11 and 12 and13 of the Notes to the Consolidated Financial Statements for additional information related to our pension and postretirement plans.

In addition to the pension and postretirement liabilities discussedincluded in the table above, "Other Liabilities-Other" in our Consolidated Balance Sheets include liabilities related to i) deferred compensation, primarily consisting of our deferred executive compensation plan (the "DEC plan"), ii) tax contingencies and iii) various other liabilities. These liabilities are not included in the table above primarily because the future payments are not determinable. The DEC plan enables certain eligible executives to elect to defer a


portion of their compensation on a pre-tax basis. While the deferrals are initially for a period of a minimum of two years (after which time taxable distributions must begin), the executive has the option to extend the deferral period. Therefore, the future payments under the DEC plan are not determinable. Our tax contingency liability is related to various current and potential tax audit issues. This liability is determineddetermin ed based on our estimate of whether additional taxes will be due in the future. Any additional taxes due will be determined only upon the completion of current and future tax audits, and the timing of such payments, which are not expected within one year, cannot be determined. See Note 1214 of the Notes to the Consolidated Financial Statements for additional information on "Other Liabilities-Other."

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

Off-Balance Sheet Arrangements

We have outstanding guarantees on behalf of a third party that provides circulation customer service, telemarketing and home-delivery services for The Times and the Globe and on behalf of third parties that provide printing and distribution services for The Times's National Edition. As of December 2005,2006, the aggregate potential liability under these guarantees was approximately $30 million. See Note 1719 of the Notes to the Consolidated Financial Statements for additional information regarding our guarantees as well as our commitments and contingent liabilities.

CRITICAL ACCOUNTING POLICIES

Our Consolidated Financial Statements are prepared in accordance with GAAP. The preparation of these financial statements requires management to make

P.42 2006 ANNUAL REPORT – Critical Accounting Policies



estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements for the periods presented.

We continually evaluate the policies and estimates we use to prepare our Consolidated Financial Statements. In general, management's estimates are based on historical experience, information from third-party professionals and various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results may differ from those estimates made by management.

We believe our critical accounting policies include our accounting for long-lived assets, retirement benefits, stock-based compensation, income taxes, self-insurance liabilities and accounts receivable allowances. Additional information about these policies can be found in Note 1 of the Notes to the Consolidated Financial Statements. Specific risks related to our critical accounting policies are discussed below.

Long-Lived Assets

Goodwill and certain other intangible assets not amortized are tested for impairment in accordance with FAS No. 142, Goodwill and Other Intangible Assets ("FAS 142"), and all other long-lived assets are tested for impairment in accordance with FAS No. 144, Accounting for the Impairment or Disposal of 144.

Long-Lived Assets.Assets

(In millions) 2006 2005
(Restated)
 
Long-lived assets $2,160  $2,977  
Total assets  3,856  $4,564  
Percentage of long-lived assets
to total assets
  56%  65% 

Long-lived assets, including intangible assets, were $3.3 billion, or approximately 73% of "Total Assets," and $2.8 billion, or approximately 72% of "Total Assets," in our Consolidated Balance Sheets as of December 2005 and December 2004, respectively. The impairment analysis is considered critical to our segments because of the significance of long-lived assets to our Consolidated Balance Sheets.

We evaluate whether there has been an impairment of goodwill or other intangible assets not amortized on an annual basis or if certain circumstances indicate that a possible impairment may exist. All other long-lived assets are tested for impairment if certain circumstances indicate that a possible impairment exists. AnWe test for goodwill impairment at the reporting unit level as defined in FAS 142. This test is a two-step process. The first step of the goodwill impairment test, used to identify potential impairment, compares the fair value exists whenof the reporting unit with its carrying amount, including goodwill. If the fair value, which is based on future cash flows, exceeds the carrying amount, goodwill is not considered impaired. If the carrying amount exceeds the fair value, the second step must be performed to measure the amount of the impairment loss, if any. The second step compares the fair value of the reporting unit's goodwill with the carrying amount of that goodwill. An impairment loss would be recognized in an amount equal to the excess of the carrying amount of the goodwill over the fair value of the goodwill. In the fourth quarter of each year, we evaluate goodwill on a long-livedseparate reporting unit basis to assess recoverability, and impairments, if any, are recognized in earnings.

Intangible assets that are not amortized (e.g., mastheads and FCC licenses) are tested for impairment at the asset level by comparing the fair value of the asset with its carrying amount. If the fair value, which is based on future cash flows, exceeds the carrying amount, the asset is not recoverable (undiscounted cash flows are less thanconsidered impaired. If the asset's carrying value) andamount exceeds itsthe fair value. If it is determined thatvalue, an impairment loss would be recognized in an amount equal to the excess of the carrying amount of the asset over the fair value has occurred,of the asset.

All other long-lived assets (intangible assets that are amortized, such as a subscriber list, and property, plant and equipment) are tested for impairment at the asset level associated with the lowest level of cash flows. An impairment exists if the carrying value of the long-lived asset is reduced toi) not recoverable (the carrying value of the asset is greater than the sum of undiscounted cash flows) and ii) is greater than its fair value.

The significant estimates and assumptions used by management in assessing the recoverability of long-lived assets are estimated future cash flows, present value discount rate, as well as other factors. Any changes in these estimates or assumptions could result in an impairment charge. The estimates of future cash flows, based on reasonable and supportable assumptions and projections, require management's subjective judgment. Depending on the assumptions and estimates used, the estimated future cash flows projected in the evaluations of long-lived assets can vary within a range of outcomes. Any changes

In addition to the testing above, which is done on an annual basis, management uses certain indicators to evaluate whether the carrying value of its long-lived assets may not be recoverable, such as i) current-period operating or cash flow declines combined with a history of operating or cash flow declines or a projection/forecast that demonstrates continuing declines in key assumptions about our News Media Group, Broadcast Media Groupthe cash flow of an entity or inability of an entity to improve its operations to forecasted levels and About.com businesses and their prospects,ii) a significant adverse change in the business climate, whether structural or changes in market conditions,technological, that could result inaffect the value of an impairment charge, and such a charge could have a material effect on our Consolidated Financial Statements.entity.

Management has applied what it believes to be the most appropriate valuation methodology for each of its reporting units.

Critical Accounting Policies – THE NEW YORK TIMES COMPANY P.43



Retirement Benefits

Our pension plans and postretirement benefit plans are accounted for using actuarial valuations required by FAS No. 87, Employers' Accounting for Pensions and("FAS 87"), FAS No. 106, Employers' Accounting for Postretirement Benefits Other Than Pensions.Pensions ("FAS 106"), and FAS No. 158, Employers' Accounting for Defined Benefit Pension and Other Postretirement Plans ("FAS 158").

Our pension and postretirement benefit liabilities were approximately $490 million, or 17% of total liabilities, and $415 million, or 17% of total liabilities,We adopted FAS 158 as of December 200531, 2006. FAS 158 requires an entity to recognize the funded status of its defined benefit plans – measured as the difference between plan assets at fair value and the benefit obligation – on the balance sheet and to recognize changes in the funded status, that arise during the period but are not recognized as components of net periodic benefit cost, within other comprehensive income, net of income taxes.

As of December 2004, respectively. 31, 2006, our pension obligation was approximately $390 million (net of a pension asset of approximately $8 million), including approximately $142 million, representing the underfunded status of our qualified pension plans, and approximately $248 million, representing the unfunded status of our non-qualified pension plans. Of the total net pension obligation, approximately $322 million is recorded through accumulated other comprehensive income, of which approximately $310 million represents unrecognized actuarial losses and approximately $12 million represents unrecognized prior service costs.

As of December 31, 2006, our postretirement obligation was approximately $270 million, representing the unfunded status of our postretirement plans. Approximately $4 million of income is recorded through accumulated other comprehensive income, of which approximately $81 million represents unrecognized prior service credits, partially offset by approximately $77 million of unrecognized actuarial losses.

The amounts recorded within accumulated other comprehensive income will be recognized through pension or postretirement expense in future periods. See Notes 12 and 13 of the Notes to the Consolidated Financial Statements for additional information.

Pension & Postretirement Liabilities

(In millions) 2006 2005
(Restated)
 
Pension & postretirement
liabilities
 $668  $649  
Total liabilities $3,030  $2,924  
Percentage of pension &
postretirement liabilities
to total liabilities
  22%  22% 

We consider accounting for retirement plans critical to all of our operating segments because management is required to make significant subjective judgments about a number of actuarial assumptions, which include discount rates, health-care cost trend rates, salary growth, long-term return on plan assets and mortality rates.

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

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

Stock-Based Compensation

We account for stock-based compensation in accordance with the fair value recognition provisions of FAS 123-R. Under the fair value recognition provisions of FAS 123-R, stock-based compensation cost is measured at the grant date based on the value of the award and is recognized as expense over the appropriate vesting period. Determining the fair value of stock-based awards at the grant date requires judgment, including estimating the expected term of stock options, the expected volatility of our stock and expected dividends. In addition, judgment is required in estimating the amount of stock-based awards that are expected to be forfeited. If actual results differ significantly from these estimates or different key assumptions were used, it could have a material effect on our Consolidated Financial Statements. See Note 1416 of the Notes to the Consolidated Financial Statements for additional information regarding stock-based compensation expense.expens e.

Income Taxes

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

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

P.44 2006 ANNUAL REPORT – Critical Accounting Policies



developing our provision for income taxes, including the determination of deferred tax assets and liabilities, and any valuation allowances that may be required against deferred tax assets.

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

Self-Insurance

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


amounts for actual claims, claim growth and claims incurred but not yet reported. Actual experience, including claim frequency and severity as well as health carehealth-care inflation, could result in different liabilities than the amounts currently recorded. The recorded liabilities for self-insured risks were approximately $71 million as of December 2006 and $68 million as of December 2005 and $75 million as of December 2004.2005.

Accounts Receivable Allowances

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

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

(In millions) 2006 2005
(Restated)
 
Accounts receivable allowances $36  $40  
Accounts receivable-net  403   440  
Accounts receivable-gross $439  $480  
Total current assets $1,185  $1,015  
Percentage of accounts receivable
allowances to gross accounts
receivable
  8%  8% 
Percentage of net accounts
receivable to current assets
  34%  43% 

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

PENSION AND POSTRETIREMENT BENEFITS

Pension Benefits

We sponsor several pension plans, and make contributions to several others that are considered multi-employer pension plans, in connection with collective bargaining agreements, including a joint company-union plan and a number of joint industry-union plans.agreements. These plans cover substantially all employees.

Our company-sponsored plans include qualified (funded) plans as well as non-qualified (unfunded) plans. These plans provide participating employees with retirement benefits in accordance with benefit provision formulas which are based on years of service and final average or career pay and, where applicable, employee contributions.detailed in each plan. Our non-qualified plans provide retirement benefits only to certain highly compensated employees.

We also have a foreign-based pension plan for certain IHT employees (the "foreign plan"). The information for the foreign plan is combined with the information for U.S. non-qualified plans. The benefit obligation of the foreign plan is immaterial to our total benefit obligation.

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

The value of our qualifieda pension plan assets has increasedbetween the Company and its subsidiaries, on the one hand, and The New York Times Newspaper Guild, on the other, was accounted for as a multi-employer pension plan. We have concluded that it should have been accounted for as a single-employer pension plan and have restated prior periods to approximately $1.1 billion as of December 2005, from approximately $1.0 billion as of December 2004, due to market gains on ouraccount for the plan assets in 2005 and our contributions to the plans.

Our pension expense for our qualified pension plans was approximately $40 million in 2005 and 2004 and $29 million in 2003. Our pension expense for our non-qualified pension plans was approximately $19 million in 2005, $18 million in 2004 and $17 million in 2003.under FAS 87. See Note 102 of the Notes to the Consolidated Financial Statements for additional information regarding our pension plans.Statements.



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

Long-Term Rate of Return on Assets

In determining the expected long-term rate of return on assets, we evaluated input from our investment consultants, actuaries and investment management firms, including their review of asset class return expectations, as well as long-term historical asset class returns. Projected returns by such consultants and economists are based on broad equity and bond indices. Additionally, we

Pension and Postretirement Benefits – THE NEW YORK TIMES COMPANY P.45



considered our historical 10-year and 15-year compounded returns, which have been in excess of our forward-looking return expectations.

The expected long-term rate of return determined on this basis was 8.75% in 2005.2006. We anticipate that our pension assets will generate long-term returns on assets of at least 8.75%. The expected long-term rate of return on plan assets is based on an asset allocation assumption of 65% to 75% with equity managers, with an expected long-term rate of return on assets of 10%, and 25% to 35% with fixed income/real estate managers, with an expected long-term rate of return on assets of 6%.

Our actual asset allocation as of December 20052006 was in line with our expectations. We regularly review our actual asset allocation and periodically rebalance our investments to our targeted allocation when considered appropriate.

We believe that 8.75% is a reasonable expected long-term rate of return on assets. Our plan assets had a rate of return of approximately 8%16% for 2005.2006 and 12% for the three years ended December 2006.

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

If we had decreased our expected long-term rate of return on our plan assets by 0.5% in 2005, 2004 and 2003,2006, pension expense would have increased by approximately $5$6 million in 2005 and $4 million in 2004 and 20032006 for our qualified pension plans. Our funding requirements would not have been affected in 2005, 2004 and 2003.materially affected.

See Note 12 of the Notes to the Consolidated Financial Statements for additional information regarding our pension plans.

Discount Rate

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

The methodology described above includes producing a cash flow of annual accrued benefits as defined under the Projected Unit Cost Method as provided by FAS 87. For active participants, service is projected to the end of 2005the current measurement date and benefit earnings are projected to the date of termination. The projected plan cash flow is discounted to the measurement date using the Annual Spot Rates provided in the Citigroup Pension Discount Curve. A single discount rate is then computed so that the present value of the benefit cash flow (on a projected benefit obligation basis as described above) equals the present value computed using the Citigroup annual rates. The discount rate determined on this basis decreasedincreased to 6.00% as of December 2006 from 5.50% as of December 2005 from 5.75% as of December 2004.2005.

If we had decreased the expected discount rate by 0.5% in 2005, 2004 and 2003,2006, pension expense would have increased by approximately $11$15 million $10 million and $7 million, respectively, for our qualified pension plans and $1 million each year for our non-qualified pension plans. Our funding requirements would not have been affected in 2005, 2004 and 2003.materially affected.

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



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

Unrecognized Actuarial Loss

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

Postretirement Benefits

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

In addition, we contribute to a postretirement plan under the provisions of a collective bargaining agreement. Prior to the fourth quarter of 2006, a postretirement plan between the Company and its subsidiaries, on the one hand, and The New York Times Newspaper Guild, on the other, was accounted for as a multi-employer plan. We have concluded that it should have been accounted for as a single-employer plan and have restated prior periods to account for this plan under FAS 106. See Note 2 of the Notes to the Consolidated Financial Statements.

P. 46 2006 ANNUAL REPORT – Pension and Postretirement Benefits



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

Our postretirement expense for our sponsored plan was approximately $17 million, $14 million and $27 million in 2005, 2004 and 2003, respectively. The annual postretirement expense was calculated using a number of actuarial assumptions, including a health-care cost trend rate and a discount rate. The health-care cost trend rate range used to calculate the 20052006 postretirement expense decreased to 5% to 11.5%10.5% from 5% to 12.5% in 2004.11.5%. A 1% increase/decrease in the health-care cost trend rates range would result in an increase/increase of approximately $4 million or a decrease of approximately $3 million in our 2005 and 20042006 service and interest costs, respectively, two factors included in the calculation of postretirement expense. A 1% increase/decrease in the health-care cost trend rates would result in an increase of approximately $36 million and $31$32 million or a decrease of approximately $29$26 million, and $25 million, respectively, in our accumulated benefit obligations and the actuarial present value of benefits,obligation as of December 2005 and December 2004, respectively.2006. Our discount rate assumption for postretirement benefits is consistent with that used in the calculation of pension benefits. See the"– Pension Benefits section on pages F-18 through F-20Benefits" above for a discussiondi scussion about our discount rate assumption.

In February 2006 we announced amendments, such as the elimination of retiree-medical benefits to new employees and the elimination of life insurance benefits to new retirees, to our postretirement benefit planplans effective January 1, 2007. The amendmentsIn addition, effective February 1, 2007 certain retirees at the New England Media Group were moved to a new benefits plan. In connection with this change, the insurance premiums were reduced with benefits comparable to that of the previous benefits plan. These changes will reduce our future obligations and expense under this plan.these plans.

See Note 1113 of the Notes to the Consolidated Financial Statements for additional information regarding our postretirement plan.plans.

RECENT ACCOUNTING PRONOUNCEMENTS

In June 2006, FASB issued FIN No. 48, Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109 ("FIN 48"), which clarifies the accounting for uncertainty in income tax positions ("tax positions"). FIN 48 requires that we recognize in our financial statements the impact of a tax position if that tax position is more likely than not of being sustained on audit, based on the technical merits of the tax position. The provisions of FIN 48 are effective as of the beginning of our 2007 fiscal year, with the cumulative effect of the change in accounting principle recorded as an adjustment to opening retained earnings. We estimate that a cumulative effect adjustment of approximately $21 to $26 million will be charged to retained earnings to increase reserves for uncertain tax positions. This estimate is subject to revision as we complete our analysis.

In September 2006, FASB issued FAS No. 157, Fair Value Measurements ("FAS 157"). FAS 157 establishes a common definition for fair value under GAAP, establishes a framework for measuring fair value and expands disclosure requirements about such fair value measurements. FAS 157 is effective for fiscal years beginning after November 15, 2007. We are currently evaluating the impact of adopting FAS 157 on our financial statements.

In February 2007, FASB issued FAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities Including an Amendment of FASB Statement No. 115 ("FAS 159"). FAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value. FAS 159 is effective for fiscal years after November 15, 2007. We are currently evaluating the impact of adopting FAS 159 on our financial statements.

Recent Accounting Pronouncements – THE NEW YORK TIMES COMPANY P.47




ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our market risk is principally associated with the following:

–  Interest rate fluctuations related to our debt obligations, which are managed by balancing the mix of variable- versus fixed-rate borrowings. Based on the variable-rate debt included in our debt portfolio, a 75 basis point increase in interest rates would have resulted in additional interest expense of $3.4 million (pre-tax) in 2006 and $3.7 million (pre-tax) in 2005 and $3.2 million (pre-tax) in 2004.

2005.

–  Newsprint is a commodity subject to supply and demand market conditions. We have equity investments in two paper mills, which provide a partial hedge against price volatility. The cost of raw materials, of which newsprint expense is a major component, represented 11% of our total costs and expenses in 20052006 and 2004.2005. Based on the number of newsprint tons consumed in 2005


–  A significant portion of our work force is unionized. Therefore,employees are unionized and our results could be adversely affected if labor negotiations were to restrict our ability to maximize the efficiency of our operations. In addition, if we experienced labor unrest, our ability to produce and deliver our most significant products could be impaired.

See Notes 5, 7, 89, 10 and 1719 of the Notes to the Consolidated Financial Statements.

P. 48 2006 ANNUAL REPORT



ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

THE NEW YORK TIMES COMPANY 2006 FINANCIAL REPORT

INDEXPAGE
Management's Responsibilities Report50
Report of Independent Registered Public Accounting Firm on Consolidated
Financial Statements
51
Report of Independent Registered Public Accounting Firm on Internal Control Over
Financial Reporting
52
Consolidated Statements of Operations for the fiscal years ended December 31, 2006,
December 25, 2005 (restated) and December 26, 2004 (restated)
54
Consolidated Balance Sheets as of December 31, 2006 and December 25, 2005 (restated)55
Consolidated Statements of Cash Flows for the fiscal years ended December 31, 2006,
December 25, 2005 (restated) and December 26, 2004 (restated)
57
Consolidated Statements of Changes in Stockholders' Equity for the fiscal years ended
December 31, 2006, December 25, 2005 (restated) and December 26, 2004 (restated)
59
Notes to the Consolidated Financial Statements62
Quarterly Information (unaudited)100
Schedule II - Valuation and Qualifying Accounts for the fiscal years ended
December 31, 2006, December 25, 2005 (restated) and December 26, 2004 (restated)
110

THE NEW YORK TIMES COMPANY P.49



MANAGEMENT'S RESPONSIBILITIES REPORT

The Company's consolidated financial statements were prepared by management, who is responsible for their integrity and objectivity. The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") and, as such, include amounts based on management's best estimates and judgments.

Management is further responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. The Company's internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The Company follows and continuously monitors its policies and procedures for internal control over financial reporting to ensure that this objective is met (see "Management's Report on Internal Control Over Financial Reporting" in "Item 9A – Controls and Procedures").

The consolidated financial statements were audited by Deloitte & Touche LLP, an independent registered public accounting firm. Their audit was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) and their report is shown on page 51.

The Audit Committee of the Board of Directors, which is composed solely of independent directors, meets regularly with the independent registered public accounting firm, internal auditors and management to discuss specific accounting, financial reporting and internal control matters. Both the independent registered public accounting firm and the internal auditors have full and free access to the Audit Committee. Each year the Audit Committee selects, subject to ratification by stockholders, the firm which is to perform audit and other related work for the Company.

THE NEW YORK TIMES COMPANYTHE NEW YORK TIMES COMPANY
BY: JANET L. ROBINSON
President and Chief Executive Officer
March 1, 2007
BY: JAMES M. FOLLO
Senior Vice President and Chief Financial Officer
March 1, 2007

P. 50 2006 ANNUAL REPORT – Management's Responsibilities Report



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON CONSOLIDATED FINANCIAL STATEMENTS

To the Board of Directors and Stockholders of

The New York Times Company

New York, NY

We have audited the accompanying consolidated balance sheets of The New York Times Company (the "Company") as of December 31, 2006 and December 25, 2005, and the related consolidated statements of operations, stockholders' equity, and cash flows for each of the three years in the period ended December 31, 2006. Our audits also included the financial statement schedule listed at Item 15(A)(2) of the Company's 2006 Annual Report on Form 10-K. These financial statements and the financial statement schedule are the 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 the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a 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, 2006 and December 25, 2005, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2006, in conformity with accounting principles generally accepted in the United States of America. Also, in our 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 Note 1 to the consolidated financial statements, in 2005 the Company adopted Statement of Financial Accounting Standards No. 123(R), "Share-Based Payment," as revised, effective December 27, 2004. Also, as discussed in Note 8 to the consolidated financial statements, in 2005 the Company adopted FASB Interpretation No. 47, "Accounting for Conditional Asset Retirement Obligations – an interpretation of FASB Statement No. 143," effective December 25, 2005. Also, as discussed in Note 1 to the consolidated financial statements, in 2006 the Company adopted Statement of Financial Accounting Standards No. 158, "Employers' Accounting for Defined Benefit Pension and Other Postretirement Plans," relating to the recognition and related disclosure provisions, effective December 31, 2006.

As discussed in Note 2, the accompanying 2005 and 2004 consolidated financial statements have been restated.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of the Company's internal control over financial reporting as of December 31, 2006, based on the criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 1, 2007 expressed an unqualified opinion on management's assessment of the effectiveness of the Company's internal control over financial reporting and an adverse opinion on the effectiveness of the Company's internal control over financial reporting because of a material weakness.

New York, NY

March 1, 2007

Report of Independent Registered Public Accounting Firm – THE NEW YORK TIMES COMPANY P.51



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON INTERNAL CONTROL OVER FINANCIAL REPORTING

To the Board of Directors and Stockholders of

The New York Times Company

New York, NY

We have audited management's assessment, included in the accompanying Management's Report on Internal Control over Financial Reporting (see Item 9A), that The New York Times Company (the "Company") did not maintain effective internal control over financial reporting as of December 31, 2006, because of the effect of the material weakness identified in management's assessment based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company's management is responsible for maintaining effective internal control over financial reporting and for it s assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management's assessment and an opinion on the effectiveness of the Company's internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management's assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinions.

A company's internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, a nd that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

A material weakness is a significant deficiency, or combination of significant deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. The following material weakness has been identified and included in management's assessment: The Company did not design control procedures to appropriately consider the multi-employer versus single-employer status of collectively-bargained pension and benefit plans, leading to inappropriate accounting for certain plan liabilities in accordance with generally accepted accounting principles. Such material weakness resulted in material adjustments to certain plan liabilities within the current and prior period financial statements. This material weakness was considered in determining the nature, timing, and extent of audit tests applied in our audit of the consolidated financial statements and financ ial statement schedule as of and for the year ended December 31, 2006, of the Company and this report does not affect our report on such financial statements and financial statement schedule.

P.52 2006 ANNUAL REPORT – Report of Independent Registered Public Accounting Firm



In our opinion, management's assessment that the Company did not maintain effective internal control over financial reporting as of December 31, 2006, is fairly stated, in all material respects, based on the criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Also in our opinion, because of the effect of the material weakness described above on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 31, 2006, based on the criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements and financial statement schedule as of and for the year ended December 31, 2006, of the Company and our report dated March 1, 2007 expresses an unqualified opinion and includes an explanatory paragraph referring to the Company's adoption of Statement of Financial Accounting Standards No. 158, "Employers' Accounting for Defined Benefit Pension and Other Postretirement Plans," relating to the recognition and related disclosure provisions, effective December 31, 2006, and includes an explanatory paragraph regarding the restatement of the consolidated financial statements as discussed in Note 2 to the consolidated financial statements.

Deloitte & Touche LLP

New York, NY

March 1, 2007

Report of Independent Registered Public Accounting Firm – THE NEW YORK TIMES COMPANY P.53



CONSOLIDATED STATEMENTS OF INCOMEOPERATIONS




 Years Ended

   Years Ended 
(In thousands, except per share data)

(In thousands, except per share data)

 2005

 2004

 2003

 (In thousands, except per share data) 2006 2005
(Restated)
(See Note 2)
 2004
(Restated)
(See Note 2)
 

 
REVENUES         
RevenuesRevenues 
AdvertisingAdvertising $2,278,239 $2,194,644 $2,120,814 Advertising $2,153,936  $2,139,486  $2,053,378  
CirculationCirculation 873,975  883,995  885,767 Circulation  889,722   873,975   883,995  
OtherOther 220,561  225,003  220,619 Other  246,245   217,667   222,039  

 
TotalTotal 3,372,775  3,303,642  3,227,200 Total  3,289,903   3,231,128   3,159,412  

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

 
Total 1,540,384  1,475,548  1,428,795 
Raw materialsRaw materials  330,833   321,084   296,594  
Wages and benefitsWages and benefits  665,304   652,216   635,087  
OtherOther  533,392   495,588   474,978  
Total production costsTotal production costs  1,529,529   1,468,888   1,406,659  
Selling, general and administrative expensesSelling, general and administrative expenses 1,474,283  1,318,141  1,258,855 Selling, general and administrative expenses  1,466,552   1,442,690   1,290,140  

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

 
GAIN ON SALE OF ASSETS 122,946     

 
OPERATING PROFIT 481,054  509,953  539,550 
Net income/(loss) from joint ventures 10,051  240  (8,223)
Total costs and expensesTotal costs and expenses  2,996,081   2,911,578   2,696,799  
Impairment of intangible assetsImpairment of intangible assets  814,433        
Gain on sale of assetsGain on sale of assets     122,946     
Operating (Loss)/ProfitOperating (Loss)/Profit  (520,611)  442,496   462,613  
Net income from joint venturesNet income from joint ventures  19,340   10,051   240  
Interest expense, netInterest expense, net 49,168  41,760  44,757 Interest expense, net  50,651   49,168   41,760  
Other incomeOther income 4,167  8,212  13,277 Other income     4,167   8,212  

 
Income from continuing operations before income taxes and minority interest 446,104  476,645  499,847 
(Loss)/income from continuing operations before income
taxes and minority interest
(Loss)/income from continuing operations before income
taxes and minority interest
  (551,922)  407,546   429,305  
Income taxesIncome taxes 180,242  183,499  197,762 Income taxes  16,608   163,976   163,731  
Minority interest in net (income)/loss of subsidiaries (257) (589) 570 

 
Income from continuing operations 265,605  292,557  302,655 
Minority interest in net loss/(income) of subsidiariesMinority interest in net loss/(income) of subsidiaries  359   (257)  (589) 
(Loss)/income from continuing operations(Loss)/income from continuing operations  (568,171)  243,313   264,985  
Discontinued operations, net of income taxes – Broadcast Media GroupDiscontinued operations, net of income taxes – Broadcast Media Group  24,728   15,687   22,646  
Cumulative effect of a change in accounting principle, net of income taxesCumulative effect of a change in accounting principle, net of income taxes (5,852)    Cumulative effect of a change in accounting principle,
net of income taxes
     (5,527)    

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

 
Net (loss)/incomeNet (loss)/income $(543,443) $253,473  $287,631  

Average number of common shares outstanding

Average number of common shares outstanding

 

 

 

 

 

 

 

 

 

 
Average number of common shares outstanding 
Basic 145,440  147,567  150,285 
Diluted 145,877  149,357  152,840 

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

 
Net Income $1.79 $1.98 $2.01 

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

 
Net Income $1.78 $1.96 $1.98 

 
BasicBasic  144,579   145,440   147,567  
DilutedDiluted  144,579   145,877   149,357  
Basic (loss)/earnings per share:Basic (loss)/earnings per share: 
(Loss)/income from continuing operations(Loss)/income from continuing operations $(3.93) $1.67  $1.80  
Discontinued operations, net of income taxes – Broadcast Media GroupDiscontinued operations, net of income taxes – Broadcast Media Group  0.17   0.11   0.15  
Cumulative effect of a change in accounting principle,
net of income taxes
Cumulative effect of a change in accounting principle,
net of income taxes
     (0.04)    
Net (loss)/incomeNet (loss)/income $(3.76) $1.74  $1.95  
Diluted (loss)/earnings per share:Diluted (loss)/earnings per share: 
(Loss)/income from continuing operations(Loss)/income from continuing operations $(3.93) $1.67  $1.78  
Discontinued operations, net of income taxes – Broadcast Media GroupDiscontinued operations, net of income taxes – Broadcast Media Group  0.17   0.11   0.15  
Cumulative effect of a change in accounting principle,
net of income taxes
Cumulative effect of a change in accounting principle,
net of income taxes
     (0.04)    
Net (loss)/incomeNet (loss)/income $(3.76) $1.74  $1.93  
Dividends per shareDividends per share $.65 $.61 $.57 Dividends per share $.69  $.65  $.61  

 

See Notes to the Consolidated Financial Statements

P. 54 2006 ANNUAL REPORT – Consolidated Statements of Operations



CONSOLIDATED BALANCE SHEETS


(In thousands, except share data)

 December
2005

 December
2004

 


   December 
ASSETS      

 
(In thousands, except share and per share data)(In thousands, except share and per share data) 2006 2005
(Restated)
(See Note 2)
 
AssetsAssets 
Current AssetsCurrent Assets      Current Assets 
Cash and cash equivalentsCash and cash equivalents $44,927 $42,389 Cash and cash equivalents $72,360  $44,927  
Accounts receivable (net of allowances: 2005 – $44,347; 2004 – $43,576)  435,273 389,300 
Accounts receivable (net of allowances: 2006 - $35,840; 2005 - $39,654)Accounts receivable (net of allowances: 2006 - $35,840; 2005 - $39,654)  402,639   439,966  
InventoriesInventories  32,100 32,654 Inventories  36,696   32,100  
Deferred income taxesDeferred income taxes  68,118 56,639 Deferred income taxes  73,729   68,118  
Assets held for saleAssets held for sale  357,028   359,152  
Other current assetsOther current assets  77,328 92,911 Other current assets  242,591   70,323  

 
Total current assetsTotal current assets  657,746 613,893 Total current assets  1,185,043   1,014,586  

 
Investments in Joint VenturesInvestments in Joint Ventures  238,369 218,909 Investments in Joint Ventures  145,125   238,369  

 
Property, Plant and EquipmentProperty, Plant and Equipment      Property, Plant and Equipment 
LandLand  66,475 73,256 Land  65,808   61,021  
Buildings, building equipment and improvementsBuildings, building equipment and improvements  735,561 830,643 Buildings, building equipment and improvements  718,061   705,652  
EquipmentEquipment  1,529,785 1,490,522 Equipment  1,359,496   1,398,616  
Construction and equipment installations in progressConstruction and equipment installations in progress  504,769 352,696 Construction and equipment installations in progress  529,546   501,544  

 
Total – at cost  2,836,590 2,747,117 
Total - at costTotal - at cost  2,672,911   2,666,833  
Less: accumulated depreciation and amortizationLess: accumulated depreciation and amortization  (1,368,187) (1,379,733)Less: accumulated depreciation and amortization  (1,297,546)  (1,265,465) 

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

 
Property, plant and equipment - netProperty, plant and equipment - net  1,375,365   1,401,368  
Intangible Assets AcquiredIntangible Assets Acquired      Intangible Assets Acquired 
GoodwillGoodwill  1,439,881 1,103,862 Goodwill  650,920   1,399,337  
Other intangible assets acquired (less accumulated amortization of $168,319 in 2005 and $143,683 in 2004)  411,106 360,727 

 
Other intangible assets acquired (less accumulated amortization of $224,487 in
2006 and $168,319 in 2005)
Other intangible assets acquired (less accumulated amortization of $224,487 in
2006 and $168,319 in 2005)
  133,448   176,572  
TotalTotal  1,850,987 1,464,589 Total  784,368   1,575,909  

 
Deferred income taxesDeferred income taxes  125,681     
Miscellaneous AssetsMiscellaneous Assets  317,532 285,082 Miscellaneous Assets  240,346   333,846  

 
Total AssetsTotal Assets $4,533,037 $3,949,857 Total Assets $3,855,928  $4,564,078  

 
LIABILITIES AND STOCKHOLDERS' EQUITY      

 
Liabilities and Stockholders' EquityLiabilities and Stockholders' Equity 
Current LiabilitiesCurrent Liabilities      Current Liabilities 
Commercial paper outstandingCommercial paper outstanding $496,450 $335,350 Commercial paper outstanding $422,025  $496,450  
Accounts payableAccounts payable  201,119 190,134 Accounts payable  242,528   208,520  
Accrued payroll and other related liabilitiesAccrued payroll and other related liabilities  100,390 117,121 Accrued payroll and other related liabilities  121,240   100,390  
Accrued expensesAccrued expenses  185,063 147,548 Accrued expenses  200,030   180,488  
Unexpired subscriptionsUnexpired subscriptions  81,870 77,573 Unexpired subscriptions  83,298   81,870  
Current portion of long-term debt and capital lease obligationsCurrent portion of long-term debt and capital lease obligations  1,630 252,023 Current portion of long-term debt and capital lease obligations  104,168   1,630  

 
Construction loanConstruction loan  124,705     
Total current liabilitiesTotal current liabilities  1,066,522 1,119,749 Total current liabilities  1,297,994   1,069,348  

 
Other LiabilitiesOther Liabilities      Other Liabilities 
Long-term debtLong-term debt  821,962 393,601 Long-term debt  720,790   821,962  
Capital lease obligationsCapital lease obligations  76,338 77,873 Capital lease obligations  74,240   76,338  
Deferred income taxesDeferred income taxes  79,806 132,108 Deferred income taxes     26,278  
Pension benefits obligationPension benefits obligation  384,277   380,257  
Postretirement benefits obligationPostretirement benefits obligation  256,740   268,569  
OtherOther  783,185 691,364 Other  296,078   281,524  

 
Total other liabilitiesTotal other liabilities  1,761,291 1,294,946 Total other liabilities  1,732,125   1,854,928  

 
Minority InterestMinority Interest  188,976 134,620 Minority Interest  5,967   188,976  

 
STOCKHOLDERS' EQUITY      
Serial preferred stock of $1 par value – authorized 200,000 shares – none issued    
Common stock of $.10 par value:      
Class A – authorized 300,000,000 shares; issued: 2005 – 150,939,371; 2004 – 150,084,658 (including treasury shares: 2005 – 6,558,299; 2004 – 4,819,661)  15,094 15,009 
Class B – convertible – authorized 834,242 shares; issued: 2005 – 834,242 and 2004 – 840,316 (including treasury shares: 2005 – none and 2004 – none)  83 84 
Additional paid-in capital  55,148  
Retained earnings  1,825,763 1,684,854 
Common stock held in treasury, at cost  (261,964) (204,407)
Deferred compensation   (24,309)
Accumulated other comprehensive income/(loss), net of income taxes:      
Foreign currency translation adjustments  11,498 19,416 
Unrealized derivative gain/(loss) on cash-flow hedges  1,262 (124)
Minimum pension liability  (130,357) (89,782)
Unrealized loss on marketable securities  (279) (199)

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

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

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

 

See Notes to the Consolidated Financial Statements

Consolidated Balance Sheets – THE NEW YORK TIMES COMPANY P.55



  December 
(In thousands, except share and per share data) 2006 2005
(Restated)
(See Note 2)
 
Stockholders' Equity 
Serial preferred stock of $1 par value - authorized 200,000 shares - none issued $  $  
Common stock of $.10 par value: 
Class A - authorized 300,000,000 shares; issued: 2006 – 148,026,952; 2005 –
150,939,371 (including treasury shares: 2006 – 5,000,000; 2005 - 6,558,299)
  14,804   15,094  
Class B - convertible - authorized 832,592 shares; issued: 2006 – 832,592 and
2005 - 834,242 (including treasury shares: 2006 - none and 2005 - none)
  82   83  
Additional paid-in capital     55,148  
Retained earnings  1,111,006   1,815,199  
Common stock held in treasury, at cost  (158,886)  (261,964) 
Accumulated other comprehensive income/(loss), net of income taxes: 
Foreign currency translation adjustments  20,984   11,498  
Funded status of benefit plans  (168,148)    
Unrealized derivative gain on cash-flow hedges     1,262  
Minimum pension liability     (185,215) 
Unrealized loss on marketable securities     (279) 
Total accumulated other comprehensive loss, net of income taxes  (147,164)  (172,734) 
Total stockholders' equity  819,842   1,450,826  
Total Liabilities and Stockholders' Equity $3,855,928  $4,564,078  

See Notes to the Consolidated Financial Statements

P. 56 2006 ANNUAL REPORT – Consolidated Balance Sheets



CONSOLIDATED STATEMENTS OF CASH FLOWS

  Years Ended 
(In thousands) 2006 2005
(Restated)
(See Note 2)
 2004
(Restated)
(See Note 2)
 
Cash Flows from Operating Activities 
Net (loss) income $(543,443) $253,473  $287,631  
Adjustments to reconcile net (loss)/income to net cash provided by
operating activities:
 
Impairment of intangible assets  814,433        
Depreciation  140,667   113,480   118,893  
Amortization  29,186   30,289   23,635  
Stock-based compensation  22,658   34,563   4,261  
Cumulative effect of a change in accounting principle     5,852     
(Undistributed earnings)/excess distributed earnings of affiliates  (5,965)  (919)  14,750  
Minority interest in net (loss)/income of subsidiaries  (359)  257   589  
Deferred income taxes  (139,904)  (34,772)  (484) 
Long-term retirement benefit obligations  39,057   12,136   760  
Gain on sale of assets     (122,946)    
Excess tax benefits from stock-based awards  (1,938)  (5,991)    
Other - net  9,499   2,572   (17,153) 
Changes in operating assets and liabilities, net of
acquisitions/dispositions:
 
Accounts receivable - net  37,486   (35,088)  (3,418) 
Inventories  (7,592)  554   (3,702) 
Other current assets  (1,085)  29,743   (2,300) 
Accounts payable  23,272   (3,870)  489  
Accrued payroll and accrued expenses  (9,900)  20,713   7,049  
Accrued income taxes  14,828   (9,934)  11,746  
Unexpired subscriptions  1,428   4,199   1,292  
Net cash provided by operating activities  422,328   294,311   444,038  
Cash Flows from Investing Activities 
Acquisitions  (35,752)  (437,516)    
Capital expenditures  (332,305)  (221,344)  (188,451) 
Investments sold/(made)  100,000   (19,220)    
Proceeds on sale of assets     183,173     
Other investing payments  (20,605)  (604)  (3,697) 
Net cash used in investing activities  (288,662)  (495,511)  (192,148) 
Cash Flows from Financing Activities 
Commercial paper borrowings - net  (74,425)  161,100   107,370  
Construction loan  61,120        
Long-term obligations: 
Increase     497,543     
Reduction  (1,640)  (323,490)  (1,824) 
Capital shares: 
Issuance  15,988   14,348   41,090  
Repurchases  (52,267)  (57,363)  (293,222) 
Dividends paid to stockholders  (100,104)  (94,535)  (90,127) 
Excess tax benefits from stock-based awards  1,938   5,991     
Other financing proceeds/(payments) - net  43,198   811   (12,525) 
Net cash (used in)/provided by financing activities  (106,192)  204,405   (249,238) 
Net increase in cash and cash equivalents  27,474   3,205   2,652  
Effect of exchange rate changes on cash and cash equivalents  (41)  (667)  290  
Cash and cash equivalents at the beginning of the year  44,927   42,389   39,447  
Cash and cash equivalents at the end of the year $72,360  $44,927  $42,389  

See Notes to the Consolidated Financial Statements

Consolidated Statements of Cash Flows – THE NEW YORK TIMES COMPANY P.57


 
 Years Ended

 
(In thousands)

 2005

 2004

 2003

 

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

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

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

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

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

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

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

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

 

SUPPLEMENTAL DISCLOSURES TO
CONSOLIDATED STATEMENTS OF CASH FLOWS

Cash Flow Information


  Years Ended 
(In thousands) 2006 2005
(Restated)
(See Note 2)
 2004
(Restated)
(See Note 2)
 
SUPPLEMENTAL DATA 
Cash payments 
– Interest $71,812  $46,149  $47,900  
– Income taxes, net of refunds $152,178  $231,521  $166,497  

CASH FLOW INFORMATION

 
 Years Ended

(In thousands)

 2005

 2004

 2003



SUPPLEMENTAL DATA

 

 

 

 

 

 

 

 

 

Cash payments

 

 

 

 

 

 

 

 

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

Acquisitions and Investments

In November 2005, the Company acquired 100%

–  See Note 3 of the outstanding equity interest in KAUT-TV, a UPN station in Oklahoma City, for approximately $23 million (see Note 3).

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

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

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

InvestmentsConsolidated Financial Statements.

In March 2005, the Company invested $16.5 million to acquire a 49% interest in Metro Boston LLC, which publishes a free daily newspaper catering to young professionals in the Greater Boston area (see Note 5). Additionally, the Company made other miscellaneous investments totaling $2.7 million in 2005.

Other

The Company's and its development partner's interests in

–  In August 2006, the Company's new headquarters are approximately 58%building was converted to a leasehold condominium, with the Company and 42%its development partner acquiring ownership of their respective leasehold condominium units (see Note 17)19). Due to theThe Company's majority interest, 100% of the financial position and results of operations of the building partnership are consolidated withcapital expenditures include those of the Company.its development partner through August 2006. Cash capital expenditures attributable to the Company's development partner's interest in the Company's new headquarters were approximately $55 million in 2006, $49 million in 2005 and $34 million in 2004 and $522004.

–  Investing activities—Other investing payments include cash payments by our development partner for deferred expenses related to their leasehold condominium units of approximately $20 million in 2003.

2006.

–  Financing activities—Other financing proceeds/(payments)–net-net include cash received from the development partner for the repayment of the Company's loan receivable of approximately $43 million in 2006 and for capital expenditures of approximately $1 million in 2005 and $12 million in 2004 and $47 million in 2003.2004. The cash received in 2004 was offset by cash payments made by the Company to its development partner for its new headquarters for excess capital contributions made of approximately $25 million in 2004.

Non-Cash

–  In 2003 capital expenditures are net of a $14.1 million reimbursement of remediation costs at oneAugust 2006, in connection with the conversion of the Company's printing plants,new headquarters to a portionleasehold condominium, the Company made a non-cash distribution of which costs had been previously capitalized.


its development partner's net assets of approximately $260 million. Beginning in September 2006, the Company recorded a non-cash receivable and loan payable for the amount that the Company's development partner drew down on the construction loan (see Note 19). The non-cash receivable and loan payable recorded for 2006 was approximately $64 million. See Note 19 for additional information regarding the Company's new headquarters.

–  Accrued capital expenditures were approximately $51 million in 2006, $25 million in 2005 and $22 million in 2004.

See Notes to the Consolidated Financial Statements

P.58 2006 ANNUAL REPORT – Supplemental Disclosures to Consolidated Statements of Cash Flows



CONSOLIDATED STATEMENTS OF CHANGES
IN STOCKHOLDERS' EQUITY


 
 Capital Stock
  
  
  
  
 Accumulated
Other
Comprehensive
Income (Loss),
Net of
Income Tax

  
 
 
  
  
 Common
Stock
Held in
Treasury,
at Cost

  
  
 
(In thousands, except share and per share data)

 Class A
and Class B
Common

 Additional
Paid-in
Capital

 Retained
Earnings

 Deferred
Compensation

 Total

 

 
BALANCE, DECEMBER 2002 $15,721 $9,269 $1,573,661 $(214,381)$(8,432)$(106,531)$1,269,307 

 
Comprehensive income:                      
 Net income      302,655        302,655 
 Foreign currency translation gain            14,192  14,192 
 Unrealized derivative gain on cash-flow hedges (net of tax benefit of $749)            1,130  1,130 
 Minimum pension liability (net of tax expense of $8,879)            12,190  12,190 

 
Comprehensive income              330,167 
Dividends, common – $.57 per share      (85,515)       (85,515)
Issuance of shares:                      
 Retirement units – 15,662 Class A shares    (531)   653      122 
 Employee stock purchase plan – 865,708 Class A shares  1  (3,312)   37,076      33,765 
 Restricted shares – 35,000 Class A shares    162    1,458  (1,620)    
 Stock options – 1,337,425 Class A shares  134  48,057          48,191 
 Stock conversions – 3,490 Class B shares to A shares               
Stock-based compensation expense – Restricted Class A shares          2,015    2,015 
Repurchase of stock – 4,590,994 Class A shares        (205,810)     (205,810)

 
BALANCE, DECEMBER 2003  15,856  53,645  1,790,801  (381,004) (8,037) (79,019) 1,392,242 

 
Comprehensive income:                      
 Net income      292,557        292,557 
 Foreign currency translation gain            8,384  8,384 
 Unrealized derivative gain on cash-flow hedges (net of tax expense of $340)            485  485 
 Minimum pension liability (net of tax benefit of $207)            (340) (340)
 Unrealized loss on marketable securities (net of tax benefit of $164)            (199) (199)

 
Comprehensive income              300,887 
Dividends, common – $.61 per share      (90,127)       (90,127)
Issuance of shares:                      
 Retirement units – 9,810 Class A shares    (334)   429      95 
 Employee stock purchase plan – 953,679 Class A shares    (8,295)   41,585      33,290 
 Restricted shares – 515,866 Class A shares    (1,997)   22,530  (20,533)    
 Stock options – 1,599,621 Class A shares  160  52,956          53,116 
Stock-based compensation expense – Restricted Class A shares          4,261    4,261 
Repurchase of stock – 6,852,643 Class A shares        (293,222)     (293,222)
Treasury stock retirement – 9,232,565 Class A shares  (923) (95,975) (308,377) 405,275       

 
BALANCE, DECEMBER 2004  15,093    1,684,854  (204,407) (24,309) (70,689) 1,400,542 

 
Comprehensive income:                      
 Net income      259,753        259,753 
 Foreign currency translation loss            (7,918) (7,918)
 Unrealized derivative gain on cash-flow hedges (net of tax expense of $1,120)            1,386  1,386 
 Minimum pension liability (net of tax benefit of $30,560)            (40,575) (40,575)
 Unrealized loss on marketable securities (net of tax benefit of $62)            (80) (80)

 
Comprehensive income              212,566 
Dividends, common – $.65 per share      (94,535)       (94,535)
Issuance of shares:                      
 Retirement units – 10,378 Class A shares    (345)   445      100 
 Employee stock purchase plan – 833 Class A shares    31          31 
 Stock options – 847,816 Class A shares  84  20,260          20,344 
 Stock conversions – 6,074 Class B shares to A shares               
Restricted shares forfeited – 14,927 Class A shares    639    (639)      
Reversal of deferred compensation (a)      (24,309)   24,309     
Stock-based compensation expense    34,563          34,563 
Repurchase of stock – 1,734,099 Class A shares        (57,363)     (57,363)

 
BALANCE, DECEMBER 2005 $15,177 $55,148 $1,825,763 $(261,964)$ $(117,876)$1,516,248 

 
(a)
  Capital Stock     Common
Stock
   Accumulated
Other
Comprehensive
   
(In thousands, except
share and per share data)
 Class A and
Class B
Common
 Additional
Paid-in
Capital
 Retained
Earnings
 Held in
Treasury,
at Cost
 Deferred
Compensation
 Loss, Net
of Income
Tax
 Total 
Balance, December 2003 
As Previously Reported $15,856  $53,645  $1,790,801  $(381,004) $(8,037) $(79,019) $1,392,242  
Restatement Adjustments        642         (39,299)  (38,657) 
Balance, December 2003
(Restated)
 $15,856  $53,645  $1,791,443  $(381,004) $(8,037) $(118,318) $1,353,585  
Comprehensive income: 
Net income (Restated)        287,631            287,631  
Foreign currency
translation gain
                 8,384   8,384  
Unrealized derivative gain
on cash-flow hedges  
(net of tax expense of $340)
                 485   485  
Minimum pension liability
(net of tax benefit of
$2,333) (Restated)
                 (2,937)  (2,937) 
Unrealized loss on
marketable securities  
(net of tax benefit of $164)
                 (199)  (199) 
Comprehensive income
(Restated)
                    293,364  
Dividends, common - $.61
per share
        (90,127)           (90,127) 
Issuance of shares: 
Retirement units - 9,810
Class A shares
     (334)     429         95  
Employee stock purchase
plan - 953,679 Class A  
shares
     (8,295)     41,585         33,290  
Restricted shares - 515,866
Class A shares
     (1,997)     22,530   (20,533)       
Stock options - 1,599,621
Class A shares
  160   52,956               53,116  
Stock-based compensation
expense - Restricted
Class A shares
              4,261      4,261  
Repurchase of stock -
6,852,643 Class A
shares
           (293,222)        (293,222) 
Treasury stock retirement -
9,232,565 Class A
shares
  (923)  (95,975)  (308,377)  405,275           
Balance, December 2004
(Restated)
  15,093      1,680,570   (204,407)  (24,309)  (112,585)  1,354,362  

See Note 14 under the restricted stock section for information relatedNotes to the reversalConsolidated Financial Statements

Consolidated Statements of Changes in Stockholders' Equity – THE NEW YORK TIMES COMPANY P.59



  Capital Stock     Common
Stock
   Accumulated
Other
Comprehensive
   
(In thousands, except
share and per share data)
 Class A and
Class B
Common
 Additional
Paid-in
Capital
 Retained
Earnings
 Held in
Treasury,
at Cost
 Deferred
Compensation
 Loss, Net
of Income
Tax
 Total 
Comprehensive income: 
Net income (Restated)        253,473            253,473  
Foreign currency translation
loss
                 (7,918)  (7,918) 
Unrealized derivative gain
on cash-flow hedges
(net of tax expense of
$1,120)
                 1,386   1,386  
Minimum pension liability
(net of tax benefit of
$41,164) (Restated)
                 (53,537)  (53,537) 
Unrealized loss on marketable
securities (net of tax  
benefit of $62)
                 (80)  (80) 
Comprehensive income
(Restated)
                    193,324  
Dividends, common -
$.65 per share
        (94,535)           (94,535) 
Issuance of shares: 
Retirement units – 10,378
Class A shares
     (345)     445         100  
Employee stock purchase
plan – 833 Class A  
shares
     31               31  
Stock options - 847,816
Class A shares
  84   20,260               20,344  
Stock conversions - 6,074
Class B shares to  
A shares
                      
Restricted shares forfeited -
14,927  Class A shares
     639      (639)          
Reversal of deferred
compensation
        (24,309)     24,309        
Stock-based compensation
expense
     34,563               34,563  
Repurchase of stock -
1,734,099 Class A
shares
           (57,363)        (57,363) 
Balance, December 2005
(Restated)
  15,177   55,148   1,815,199   (261,964)     (172,734)  1,450,826  

See Notes to the amountConsolidated Financial Statements

P.60 2006 ANNUAL REPORT – Consolidated Statements of Changes in deferred compensation.

Stockholders' Equity



  Capital Stock     Common
Stock
   Accumulated
Other
Comprehensive
   
(In thousands, except
share and per share data)
 Class A and
Class B
Common
 Additional
Paid-in
Capital
 Retained
Earnings
 Held in
Treasury,
at Cost
 Deferred
Compensation
 Loss, Net
of Income
Tax
 Total 
Comprehensive loss: 
Net loss        (543,443)           (543,443) 
Foreign currency
translation gain
                 9,487   9,487  
Unrealized derivative loss on
cash-flow hedges (net of  
tax benefit of $1,023)
                 (1,263)  (1,263) 
Minimum pension liability
(net of tax expense of
$79,498)
                 105,050   105,050  
Unrealized gain on marketable
securities (net of tax  
expense of $16)
                 36   36  
Reclassification adjustment
for losses included in  
net loss (net of tax  
benefit of $210)
                 242   242  
Comprehensive loss                          (429,891) 
Adjustment to apply FAS 158
(net of tax benefit
of $89,364)
                 (87,982)  (87,982) 
Dividends, common -
$.69 per share
        (100,104)           (100,104) 
Issuance of shares: 
Retirement units - 9,396
Class A shares
     (217)     311         94  
Stock options - 813,930
Class A shares
  81   16,973               17,054  
Stock conversions - 1,650
Class B shares to A  
shares
                      
Restricted shares forfeited -
19,905  Class A shares
     658      (658)          
Restricted stock
units exercises - 44,685 
Class A shares
     (2,024)     1,478         (546) 
Stock-based compensation
expense
     22,658               22,658  
Repurchase of stock -
2,203,888 Class A
shares
           (52,267)        (52,267) 
Treasury stock retirement -
3,728,011 Class A shares
  (372)  (93,196)  (60,646)  154,214           
Balance, December 2006 $14,886  $  $1,111,006  $(158,886) $  $(147,164) $819,842  

See Notes to the Consolidated Financial Statements.

Consolidated Statements of Changes in Stockholders' Equity – THE NEW YORK TIMES COMPANY P.61




NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


1. SUMMARY OF SIGNIFICANT ACCOUNTING    
POLICIES
Summary of Significant Accounting Policies

Nature of Operations

The New York Times Company (the "Company") is engaged ina diversified activities in media. The Company's principalmedia company currently including newspapers, Internet businesses, are newspapers, television and radio stations, investments in paper mills and Internet properties.other investments. The Company also has equity interests in various other companies (see Note 5)7). The Company's major source of revenue is advertising, predominantly from its newspaper business. The newspapers generally operate in the Northeast, Southeast and California markets.markets in the United States.

Principles of Consolidation

The Consolidated Financial Statements include the accounts of the Company after the elimination of material intercompany items.

Fiscal Year

The Company's fiscal year end is the last Sunday in December. Each of theFiscal year 2006 comprises 53 weeks and fiscal years 2005 and 2004 and 2003 compriseseach comprise 52 weeks. Unless specifically stated otherwise, all references to 2006, 2005 2004 and 20032004 refer to our fiscal years ended, or the dates as of, December 31, 2006, December 25, 2005 and December 26, 2004 and December 28, 2003.2004.

Cash and Cash Equivalents

The Company considers all highly liquid debt instruments with original maturities of three months or less to be cash equivalents.

Accounts Receivable

Credit is extended to the Company's advertisers and subscribers based upon an evaluation of the customer's financial condition, and collateral is not required from such customers. Allowances for estimated credit losses, rebates, rate adjustments and discounts are generally established based on historical experience.

Inventories

Inventories are stated at the lower of cost or current market value. Inventory cost is generally based on the last-in, first-out ("LIFO") method for newsprint and the first-in, first-out ("FIFO") method for other inventories.

Investments

Investments in which the Company has at least a 20%, but not more than a 50%, interest are generally accounted for under the equity method. Investment interests below 20% are generally accounted for under the cost method, except if the Company could excercise significant influence, the investment would be accounted for under the equity method. The Company has an investment interest below 20% in a limited liability company ("LLC") which is accounted for under the equity method (see Note 5)7).

Property, Plant and Equipment

Property, plant and equipment are stated at cost. Depreciation is computed by the straight-line method over the shorter of estimated asset service lives or lease terms as follows: buildings, building equipment and improvements—10 to 40 years; equipment—3 to 30 years. The Company capitalizes interest costs and certain staffing costs as part of the cost of constructing major facilities and equipment.

Goodwill and Intangible Assets Acquired

Goodwill (primarily the excess of cost over the fair market value of tangible net assets acquired) and other intangible assets are accounted for in accordance with Statement of Financial Accounting Standards ("FAS") No. 142, Goodwill and Other Intangible Assets ("FAS 142").

Goodwill is the excess of cost over the fair market value of tangible and other intangible net assets acquired. Goodwill is not amortized but tested for impairment annually or if certain circumstances indicate a possible impairment may exist.exist in accordance with FAS 142.

Other intangible assets acquired consist primarily of mastheads and licenses on various acquired properties, customer lists, andas well as other assets. Certain otherOther intangible assets acquired that have indefinite lives (mastheads and licenses), which have indefinite lives, are not amortized but tested for impairment annually or if certain circumstances indicate a possible impairment may exist. Certain other intangible assets acquired (customer lists and other assets) are amortized over their estimated useful lives ranging from 1 to 9 years remaining as of December 2005.



Impairment of Long-Lived Assetsand tested for impairment if certain circumstances indicate an impairment may exist.

The Company evaluates whether there has been antests for goodwill impairment at the reporting unit level as defined in FAS 142. This test is a two-step process. The first step of anythe goodwill impairment test, used to identify potential impairment, compares the fair value of the reporting unit with its long-lived assets whenever events or changes in circumstances indicate that a possiblecarrying amount, including goodwill. If the fair value, which is based on future cash flows, exceeds the carrying amount, goodwill is not considered impaired. If the carrying amount exceeds the fair value, the second step must be performed to measure the amount of the impairment may exist. An impairment inloss, if any. The second step compares the fair value exists whenof the reporting unit's goodwill with the carrying amount of that goodwill. An impairment loss would be recognized in an amount equal to the excess of the carrying amount of

P.62 2006 ANNUAL REPORT – Notes to the Consolidated Financial Statements



the goodwill over the fair value of the goodwill. In the fourth quarter of each year, we evaluate goodwill on a long-livedseparate reporting unit basis to assess recoverability, and impairments, if any, are recognized in earnings.

Intangible assets that are not amortized are tested for impairment at the asset level by comparing the fair value of the asset with its carrying amount. If the fair value, which is based on future cash flows, exceeds the carrying amount, the asset is not recoverable (undiscounted cash flows are less thanconsidered impaired. If the asset's carrying value) andamount exceeds itsthe fair value. If it is determined thatvalue, an impairment loss would be recognized in an amount equal to the excess of the carrying amount of the asset over the fair value has occurred,of the asset.

Intangible assets that are amortized are tested for impairment at the asset level associated with the lowest level of cash flows. An impairment exists if the carrying value of the long-lived asset is reduced toi) not recoverable (the carrying value of the asset is greater than the sum of undiscounted cash flows) and ii) is greater than its fair value. Goodwill

The significant estimates and certainassumptions used by management in assessing the recoverability of goodwill and other intangiblesintangible assets are tested forestimated future cash flows, present value discount rate, and other factors. Any changes in these estimates or assumptions could result in an impairment under FAS 142,charge. The estimates of future cash flows, based on reasonable and all othersupportable assumptions and projections, require management's subjective judgment. Depending on the assumptions and estimates used, the estimated future cash flows projected in the evaluations of long-lived assets are tested for impairment under FAS No. 144, Accounting forcan vary within a range of outcomes.

In addition to the Impairmenttesting above which is done on an annual basis, management uses certain indicators to evaluate whether the carrying value of goodwill and other intangible assets may not be recoverable, such as i) current-period operating or Disposalcash flow declines combined with a history of Long-Lived Assets.operating or cash flow declines or a projection/forecast that demonstrates continuing declines in the cash flow of an entity or inability of an entity to improve its operations to forecasted levels and ii) a significant adverse change in the business climate, whether structural or technological, that could affect the value of an entity.

Self-Insurance

The Company self-insures for workers' compensation costs, certain employee medical and disability benefits, and automobile and general liability claims. The recorded liabilities for self-insured risks are primarily calculated using actuarial methods. The liabilities include amounts for actual claims, claim growth and claims incurred but not yet reported.

Pension and Postretirement Benefits

The Company sponsors several pension plans and makes contributions to several othersother multi-employer pension plans in connection with collective bargaining agreements. The Company also provides health and life insurance benefits to retired employees who are not covered by collective bargaining agreements.

The Company's pension and postretirement benefit costs are accounted for using actuarial valuations required by FAS No. 87, Employers' Accounting for Pensions ("FAS 87"), and FAS No. 106, Employers' Accounting for Postretirement Benefits Other Than Pensions ("FAS 106").

The Company adopted FAS No. 158, Employers' Accounting for Defined Benefit Pension and Other Postretirement Plans ("FAS 158") as of December 31, 2006. FAS 158 requires an entity to recognize the funded status of its defined pension plans on the balance sheet and to recognize changes in the funded status, that arise during the period but are not recognized as components of net periodic benefit cost, within other comprehensive income, net of income taxes. See Note 12 and 13 for additional information regarding the adoption of FAS 158.

Revenue Recognition

–  Advertising revenue is recognized when advertisements are published, broadcast or placed on the Company's Web sites or, with respect to certain Web advertising, each time a user clicks on certain ads, net of provisions for estimated rebates, rate adjustments and discounts.

–  Rebates are accounted for in accordance with Emerging Issues Task Force ("EITF") 01-09, Accounting for Consideration Given by a Vendor to a Customer (including Reseller of the Vendor's Product) ("EITF 01-09"). The Company recognizes a rebate obligation as a reduction of revenue, based on the amount of estimated rebates that will be earned and claimed, related to the underlying revenue transactions during the period. Measurement of the rebate obligation is estimated based on the historical experience of the number of customers that ultimately earn and use the rebate.

–  Rate adjustments primarily represent credits given to customers related to billing or production errors and discounts represent credits given to customers who pay an invoice prior to its due date. Rate adjustments and discounts are accounted for in accordance with EITF 01-09 as a reduction of revenue, based on the amount of estimated rate adjustments or discounts related to the underlying revenue during the period. Measurement of rate

Notes to the Consolidated Financial Statements – THE NEW YORK TIMES COMPANY P.63




adjustments and discount obligations are estimated based on historical experience of credits actually issued.

–  Circulation revenue includes single copy and home delivery subscription revenue. Single copy revenue is recognized based on date of publication, net of provisions for related returns. Proceeds from home-delivery subscriptions are deferred at the time of sale and are recognized in earnings on a pro rata basis over the terms of the subscriptions.

–  Other revenue is recognized when the related service or product has been delivered.

Income Taxes

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

Earnings Per Share

The Company calculates earnings per share in accordance with FAS No. 128, Earnings Per Share. Basic earnings per share is calculated by dividing net earnings available to common shares by average common shares outstanding. Diluted earnings per share is calculated similarly, except that it includes the dilutive effect of the assumed exercise of securities, including the effect of shares issuable under the Company's stock-based incentive plans.

All references to earnings per share are on a diluted basis unless otherwise noted.

Stock-Based Compensation

Stock-based compensation is accounted for in accordance with FAS No. 123 (revised 2004), Share-Based Payment ("FAS 123-R"). The Company adopted FAS 123-R at the beginning of 2005. The Company establishes fair value for its equity awards to determine its cost and recognizes the related expense over the appropriate vesting period. The Company recognizes expense for stock options, restricted stock units, restricted stock, shares issued under the Company's employee stock purchase plan (only in 2005) and other long-term incentive plan awards. Before the adoption of FAS 123-R, the Company applied Accounting Principles Board Opinion ("APB") No. 25, Accounting


for Stock Issued to Employees ("APB 25") to account for its stock-based awards. See Note 1416 for additional information related to stock-based compensation expense.

Earnings/(Loss) Per Share

The Company calculates earnings/(loss) per share in accordance with FAS No. 128, Earnings Per Share. Basic earnings per share is calculated by dividing net earnings available to common shares by average common shares outstanding. Diluted earnings/(loss) per share is calculated similarly, except that it includes the dilutive effect of the assumed exercise of securities, including the effect of shares issuable under the Company's stock-based incentive plans.

All references to earnings/(loss) per share are on a diluted basis unless otherwise noted.

Foreign Currency Translation

The assets and liabilities of foreign companies are translated at year-end exchange rates. Results of operations are translated at average rates of exchange in effect during the year. The resulting translation adjustment is included as a separate component of the Consolidated Statements of Changes in Stockholders' Equity, and in the Stockholders' Equity section of the Consolidated Balance Sheets, in the caption "Accumulated other comprehensive income/(loss),loss, net of income taxes."

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP") requires management to make estimates and assumptions that affect the amounts reported in the Company's Consolidated Financial Statements. Actual results could differ from these estimates.

Reclassifications

For comparability, certain prior year amounts have been reclassified to conform with the 2005 presentation.2006 presentation, specifically reclassifications related to a discontinued operation (see Note 5).

Recent Accounting Pronouncements

In September 2006, the Financial Accounting Standards Board ("FASB") issued FAS No. 157, Fair Value Measurements ("FAS 157"). FAS 157 establishes a common definition for fair value under GAAP, establishes a framework for measuring fair value and expands disclosure requirements about such fair value measurements. FAS 157 is effective for fiscal years beginning after November 15, 2007. The Company is currently evaluating the impact of adopting FAS 157 on its financial statements.

In June 2006, FASB issued FASB Interpretation ("FIN") No. 48, Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109 ("FIN 48"), which clarifies the accounting for uncertainty in income tax positions ("tax positions"). FIN 48 requires the Company to

P.64 2006 ANNUAL REPORT – Notes to the Consolidated Financial Statements



recognize in its financial statements the impact of a tax position if that tax position is more likely than not of being sustained on audit, based on the technical merits of the tax position. The provisions of FIN 48 are effective as of the beginning of the Company's 2007 fiscal year, with the cumulative effect of the change in accounting principle recorded as an adjustment to opening retained earnings. The Company estimates that a cumulative effect adjustment of approximately $21 to $26 million will be charged to retained earnings to increase reserves for uncertain tax positions. This estimate is subject to revision as the Company completes its analysis.

In February 2007, FASB issued FAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities Including an Amendment of FASB Statement No. 115 ("FAS 159"). FAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value. FAS 159 is effective for fiscal years beginning after November 15, 2007. The Company is currently evaluating the impact of adopting FAS 159 on its financial statements.

2. GOODWILL AND OTHER INTANGIBLE ASSETSRestatement of Financial Statements

Subsequent to the issuance of its 2005 consolidated financial statements, the Company determined that there were errors in accounting for certain pension and postretirement plans.

The reporting errors arose principally from the Company's treatment of pension and benefits plans established pursuant to collective bargaining agreements between the Company and its subsidiaries, on the one hand, and The New York Times Newspaper Guild, on the other, as multi-employer plans. The plans' participants include employees of The New York Times and a Company subsidiary, as well as employees of the plans' administrator. The Company has concluded that, under GAAP, the plans should have been accounted for as single-employer plans. The main effect of the change is that the Company must account for the present value of projected future benefits to be provided under the plans. Previously, the Company had recorded the expense of its annual contributions to the plans. While the calculations will increase the Company's reported expense, the accounting changes will not materially increase the Company's funding obligations, which are regulate d by collective bargaining agreements with the union.

The Company restated the Consolidated Balance Sheet as of December 2005, and the Consolidated Statements of Operations, Consolidated Statements of Cash Flows and Consolidated Statements of Changes in Stockholders' Equity for the 2005 and 2004 fiscal years.

The restatement also reflects the effect of unrecorded adjustments that were previously determined to be immaterial, mainly related to accounts receivable allowances and accrued expenses.

The following tables show the impact of the restatement. The Broadcast Media Group's results of operations have been presented as discontinued operations, and certain assets and liabilities are classified as held for sale for all periods presented (see Note 5). In order to more clearly disclose the impact of the restatement on reported results, the impact of this reclassification is separately shown below in the column labeled "Discontinued Operations."

Notes to the Consolidated Financial Statements – THE NEW YORK TIMES COMPANY P.65



Consolidated Statements of Operations

  Year Ended December 2005 
(In thousands, except per share data) As Previously
Reported
 Discontinued
Operations
 Restatement
Adjustments
 Restated and
Reclassified
 
Revenues 
Advertising $2,278,239  $(136,161) $(2,592) $2,139,486  
Circulation  873,975         873,975  
Other  220,561   (2,894)     217,667  
Total  3,372,775   (139,055)  (2,592)  3,231,128  
Costs and expenses 
Production costs 
Raw materials  321,084         321,084  
Wages and benefits  690,754   (38,538)     652,216  
Other  528,546   (32,958)     495,588  
Total production costs  1,540,384   (71,496)     1,468,888  
Selling, general and administrative expenses  1,474,283   (40,418)  8,825   1,442,690  
Total costs and expenses  3,014,667   (111,914)  8,825   2,911,578  
Gain on sale of assets  122,946         122,946  
Operating profit  481,054   (27,141)  (11,417)  442,496  
Net income from joint ventures  10,051         10,051  
Interest expense, net  49,168         49,168  
Other income  4,167         4,167  
Income from continuing operations before income
taxes and minority interest
  446,104   (27,141)  (11,417)  407,546  
Income taxes  180,242   (11,129)  (5,137)  163,976  
Minority interest in net income of subsidiaries  (257)        (257) 
Income from continuing operations  265,605   (16,012)  (6,280)  243,313  
Discontinued operations, net of income taxes –
Broadcast Media Group
     15,687      15,687  
Cumulative effect of a change in accounting principle,
net of income taxes
  (5,852)  325      (5,527) 
Net income $259,753  $  $(6,280) $253,473  
Average number of common shares outstanding 
Basic  145,440   145,440   145,440   145,440  
Diluted  145,877   145,877   145,877   145,877  
Basic earnings per share: 
Income from continuing operations $1.83  $(0.11) $(0.05) $1.67  
Discontinued operations, net of income taxes –
Broadcast Media Group
     0.11      0.11  
Cumulative effect of a change in accounting
principle, net of income taxes
  (0.04)        (0.04) 
Net income $1.79     $(0.05) $1.74  
Diluted earnings per share: 
Income from continuing operations $1.82  $(0.11) $(0.04) $1.67  
Discontinued operations, net of income taxes –
Broadcast Media Group
     0.11      0.11  
Cumulative effect of a change in accounting
principle, net of income taxes
  (0.04)        (0.04) 
Net income $1.78     $(0.04) $1.74  
Dividends per share $.65        $.65  

P. 66 2006 ANNUAL REPORT – Notes to the Consolidated Financial Statements



  Year Ended December 2004 
(In thousands, except per share data) As Previously
Reported
 Discontinued
Operations
 Restatement
Adjustments
 Restated and
Reclassified
 
Revenues 
Advertising $2,194,644  $(142,663) $1,397  $2,053,378  
Circulation  883,995         883,995  
Other  225,003   (2,964)     222,039  
Total  3,303,642   (145,627)  1,397   3,159,412  
Costs and expenses 
Production costs 
Raw materials  296,594         296,594  
Wages and benefits  672,901   (37,814)     635,087  
Other  506,053   (31,075)     474,978  
Total production costs  1,475,548   (68,889)     1,406,659  
Selling, general and administrative expenses  1,318,141   (38,355)  10,354   1,290,140  
Total costs and expenses  2,793,689   (107,244)  10,354   2,696,799  
Operating profit  509,953   (38,383)  (8,957)  462,613  
Net income from joint ventures  240         240  
Interest expense, net  41,760         41,760  
Other income  8,212         8,212  
Income from continuing operations before income
taxes and minority interest
  476,645   (38,383)  (8,957)  429,305  
Income taxes  183,499   (15,737)  (4,031)  163,731  
Minority interest in net income of subsidiaries  (589)        (589) 
Income from continuing operations  292,557   (22,646)  (4,926)  264,985  
Discontinued operations, net of income taxes –
Broadcast Media Group
     22,646      22,646  
Net income $292,557     $(4,926) $287,631  
Average number of common shares outstanding 
Basic  147,567   147,567   147,567   147,567  
Diluted  149,357   149,357   149,357   149,357  
Basic earnings per share: 
Income from continuing operations $1.98  $(0.15) $(0.03) $1.80  
Discontinued operations, net of income taxes —
Broadcast Media Group
     0.15      0.15  
Net income $1.98     $(0.03) $1.95  
Diluted earnings per share: 
Income from continuing operations $1.96  $(0.15) $(0.03) $1.78  
Discontinued operations, net of income taxes —
Broadcast Media Group
     0.15      0.15  
Net income $1.96     $(0.03) $1.93  
Dividends per share $.61        $.61  

Notes to the Consolidated Financial Statements – THE NEW YORK TIMES COMPANY P.67



Consolidated Balance Sheet

  As of December 2005 
(In thousands, except per share data) As Previously
Reported
 Discontinued
Operations
 Restatement
Adjustments
 Restated and
Reclassified
 
Assets 
Current Assets 
Cash and cash equivalents $44,927  $  $  $44,927  
Accounts receivable (net of allowances: 2005 - $39,654)  435,273      4,693   439,966  
Inventories  32,100         32,100  
Deferred income taxes  68,118         68,118  
Assets held for sale     359,152      359,152  
Other current assets  77,328   (5,255)  (1,750)  70,323  
Total current assets  657,746   353,897   2,943   1,014,586  
Investments in Joint Ventures  238,369         238,369  
Property, Plant and Equipment 
Land  66,475   (5,454)     61,021  
Buildings, building equipment and improvements  735,561   (29,909)     705,652  
Equipment  1,529,785   (131,169)     1,398,616  
Construction and equipment installations in progress  504,769   (3,225)     501,544  
Total – at cost  2,836,590   (169,757)     2,666,833  
Less: accumulated depreciation and amortization  (1,368,187)  102,722      (1,265,465) 
Property, plant and equipment – net  1,468,403   (67,035)     1,401,368  
Intangible Assets Acquired 
Goodwill  1,439,881   (40,544)     1,399,337  
Other intangible assets acquired (less accumulated
amortization of $168,319)
  411,106   (234,534)     176,572  
Total  1,850,987   (275,078)     1,575,909  
Miscellaneous Assets  317,532   (11,784)  28,098   333,846  
Total Assets $4,533,037  $  $31,041  $4,564,078  
Liabilities and Stockholders' Equity 
Current Liabilities 
Commercial paper outstanding $496,450  $  $  $496,450  
Accounts payable  201,119   11,782   (4,381)  208,520  
Accrued payroll and other related liabilities  100,390         100,390  
Accrued expenses  185,063      (4,575)  180,488  
Unexpired subscriptions  81,870         81,870  
Current portion of long-term debt and capital lease
obligations
  1,630         1,630  
Total current liabilities  1,066,522   11,782   (8,956)  1,069,348  
Other Liabilities 
Long-term debt  821,962         821,962  
Capital lease obligations  76,338         76,338  
Deferred income taxes  79,806      (53,528)  26,278  
Pension benefits obligation  272,597      107,660   380,257  
Postretirement benefits obligation  217,282      51,287   268,569  
Other  293,306   (11,782)     281,524  
Total other liabilities  1,761,291   (11,782)  105,419   1,854,928  
Minority Interest  188,976         188,976  

P.68 2006 ANNUAL REPORT – Notes to the Consolidated Financial Statements



  As of December 2005 
(In thousands, except share and per share data) As Previously
Reported
 Discontinued
Operations
 Restatement
Adjustments
 Restated and
Reclassified
 
Stockholders' Equity 
Serial preferred stock of $1 par value – authorized
200,000 shares – none issued
 
Common stock of $.10 par value: 
Class A – authorized 300,000,000 shares; issued:
2005 – 150,939,371 (including treasury shares:  
2005 - 6,558,299 )
 $15,094  $  $  $15,094  
Class B – convertible – authorized 834,242 shares;
issued: 2005 – 834,242 (including treasury  
shares: 2005 - none)
  83         83  
Additional paid-in capital  55,148         55,148  
Retained earnings  1,825,763      (10,564)  1,815,199  
Common stock held in treasury, at cost  (261,964)        (261,964) 
Accumulated other comprehensive income/(loss),
net of income taxes:
 
Foreign currency translation adjustments  11,498         11,498  
Unrealized derivative gain on cash-flow hedges  1,262         1,262  
Minimum pension liability  (130,357)     (54,858)  (185,215) 
Unrealized loss on marketable securities  (279)        (279) 
Total accumulated other comprehensive loss, net of
income taxes
  (117,876)     (54,858)  (172,734) 
Total stockholders' equity  1,516,248      (65,422)  1,450,826  
Total Liabilities and Stockholders' Equity $4,533,037  $  $31,041  $4,564,078  

Notes to the Consolidated Financial Statements – THE NEW YORK TIMES COMPANY P.69



Consolidated Statements of Cash Flows

  Year Ended December 2005 
(In thousands) As Previously
Reported
 Restatement
Adjustments
 Restated 
Cash Flows from Operating Activities 
Net income $259,753  $(6,280) $253,473  
Adjustments to reconcile net income to net cash provided
by operating activities:
 
Depreciation  113,480      113,480  
Amortization  30,289      30,289  
Stock-based compensation  34,563      34,563  
Cumulative effect of a change in accounting principle  5,852      5,852  
Undistributed earnings of affiliates  (919)     (919) 
Minority interest in net income of subsidiaries  257      257  
Deferred income taxes  (29,635)  (5,137)  (34,772) 
Long-term retirement benefit obligations  2,458   9,678   12,136  
Gain on sale of assets  (122,946)     (122,946) 
Excess tax benefits from stock-based awards  (5,991)     (5,991) 
Other – net  2,572      2,572  
Changes in operating assets and liabilities, net of acquisitions/dispositions: 
Accounts receivable – net  (41,265)  6,177   (35,088) 
Inventories  554      554  
Other current assets  29,993   (250)  29,743  
Accounts payable  (1,021)  (2,849)  (3,870) 
Accrued payroll and accrued expenses  22,052   (1,339)  20,713  
Accrued income taxes  (9,934)     (9,934) 
Unexpired subscriptions  4,199      4,199  
Net cash provided by operating activities  294,311      294,311  
Cash Flows from Investing Activities 
Acquisitions  (437,516)     (437,516) 
Capital expenditures  (221,344)     (221,344) 
Investments  (19,220)     (19,220) 
Proceeds on sale of assets  183,173      183,173  
Other investing payments  (604)     (604) 
Net cash used in investing activities  (495,511)     (495,511) 
Cash Flows from Financing Activities 
Commercial paper borrowings – net  161,100      161,100  
Long-term obligations: 
Increase  497,543      497,543  
Reduction  (323,490)     (323,490) 
Capital shares: 
Issuance  14,348      14,348  
Repurchases  (57,363)     (57,363) 
Dividends paid to stockholders  (94,535)     (94,535) 
Excess tax benefits from stock-based awards  5,991      5,991  
Other financing proceeds – net  811      811  
Net cash provided by financing activities  204,405      204,405  
Net increase in cash and cash equivalents  3,205      3,205  
Effect of exchange rate changes on cash and cash equivalents  (667)     (667) 
Cash and cash equivalents at the beginning of the year  42,389      42,389  
Cash and cash equivalents at the end of the year $44,927  $  $44,927  

P.70 2006 ANNUAL REPORT – Notes to the Consolidated Financial Statements



  Year Ended December 2004 
(In thousands) As Previously
Reported
 Restatement
Adjustments
 Restated 
Cash Flows from Operating Activities 
Net income $292,557  $(4,926) $287,631  
Adjustments to reconcile net income to net cash provided
by operating activities:
 
Depreciation  118,893      118,893  
Amortization  23,635      23,635  
Stock-based compensation  4,261      4,261  
Excess distributed earnings of affiliates  14,750      14,750  
Minority interest in net income of subsidiaries  589      589  
Deferred income taxes  3,547   (4,031)  (484) 
Long-term retirement benefit obligations  (8,981)  9,741   760  
Other – net  (17,153)     (17,153) 
Changes in operating assets and liabilities, net of acquisitions/dispositions: 
Accounts receivable – net  (3,036)  (382)  (3,418) 
Inventories  (3,702)     (3,702) 
Other current assets  (2,050)  (250)  (2,300) 
Accounts payable  114   375   489  
Accrued payroll and accrued expenses  7,576   (527)  7,049  
Accrued income taxes  11,746      11,746  
Unexpired subscriptions  1,292      1,292  
Net cash provided by operating activities  444,038      444,038  
Cash Flows from Investing Activities 
Capital expenditures  (188,451)     (188,451) 
Other investing payments  (3,697)     (3,697) 
Net cash used in investing activities  (192,148)     (192,148) 
Cash Flows from Financing Activities 
Commercial paper borrowings – net  107,370      107,370  
Long-term obligations: 
Reduction  (1,824)     (1,824) 
Capital shares: 
Issuance  41,090      41,090  
Repurchases  (293,222)     (293,222) 
Dividends paid to stockholders  (90,127)     (90,127) 
Other financing payments – net  (12,525)     (12,525) 
Net cash used in financing activities  (249,238)     (249,238) 
Net increase in cash and cash equivalents  2,652      2,652  
Effect of exchange rate changes on cash and cash equivalents  290      290  
Cash and cash equivalents at the beginning of the year  39,447      39,447  
Cash and cash equivalents at the end of the year $42,389  $  $42,389  

Notes to the Consolidated Financial Statements – THE NEW YORK TIMES COMPANY P.71



3. Acquisitions and Dispositions

Calorie-Count.com

In September 2006, the Company acquired Calorie-Count, a site that offers weight loss tools and nutritional information, for approximately $1 million, the majority of which was allocated to goodwill. Calorie-Count is part of About.com.

Baseline

In August 2006, the Company acquired Baseline, a leading online database and research service for information on the film and television industries, for $35.0 million. Baseline is part of NYTimes.com, which is part of the News Media Group.

The Calorie-Count and Baseline acquisitions in 2006 will further expand the Company's online content and functionality as well as continue to diversify the Company's online revenue base.

Based on a preliminary independent valuation of Baseline, the Company has allocated the excess of the purchase price over the carrying amount of net assets acquired as follows: $25.1 million to goodwill and $10.1 million to other intangible assets (primarily content, a customer list and technology).

The preliminary purchase price allocation for Baseline is subject to adjustment when additional information concerning asset and liability valuations is obtained. The final asset and liability fair values may differ from those included in the Company's Consolidated Balance Sheet at December 2006; however, the changes are not expected to have a material effect on the Company's Consolidated Financial Statements.

KAUT-TV

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

In January 2007, the Company entered into an agreement to sell its Broadcast Media Group (see Note 5). The goodwill and other intangible assets for KAUT-TV have been reclassified to "Assets held for sale" in the Company's Consolidated Balance Sheets (see Note 5).

About.com

In March 2005, the Company acquired About.com for approximately $410 million to broaden its online content offering, strengthen and diversify its online advertising, extend its reach among Internet users and provide an important platform for future growth. These factors contributed to establishing the purchase price and supported the premium paid over the fair value of tangible and intangible assets. The acquisition was completed after a competitive auction process.

North Bay Business Journal

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

Based on independent valuations of About.com and North Bay the Company has allocated the excess of the purchase prices over the carrying value of the net assets acquired as follows: About.com- $343.4 million to goodwill and $62.2 million to other intangible assets (primarily content, customer lists); North Bay – $2.1 million to goodwill and $0.9 million to other intangible assets (primarily customer lists).

The Company's Consolidated Financial Statements include the operating results of these acquisitions subsequent to their date of acquisition.

The acquisitions in 2006 and 2005 were funded through a combination of short-term and long-term debt and did not have a material impact on the Company's Consolidated Financial Statements for the periods presented herein.

Sale of Discovery Times Channel Investment

In October 2006, the Company sold its 50% ownership interest in Discovery Times Channel, a digital cable channel, for $100 million. The sale resulted in the Company liquidating its investment of approximately $108 million, which was included in "Investments in joint ventures" in the Company's Consolidated Balance Sheet, and recording a loss of approximately $8 million in "Net income from joint ventures" in the Company's Consolidated Statement of Operations.

4. Goodwill and Other Intangible Assets

Goodwill is the excess of cost over the fair market value of tangible and other intangible net assets acquired. Goodwill is not amortized but tested for impairment annually or if certain circumstances indicate a possible impairment may exist in accordance with FAS 142.

Other intangible assets acquired consist primarily of mastheads and licenses on various acquired properties, customer lists, as well as other assets. Other intangible assets acquired that have indefinite lives (mastheads and licenses) are not amortized but

P. 72 2006 ANNUAL REPORT – Notes to the Consolidated Financial Statements



tested for impairment annually or if certain circumstances indicate a possible impairment may exist. Certain other intangible assets acquired (customer lists and other assets) are amortized over their estimated useful lives. See Note 1 for the Company's policy of goodwill and other intangibles impairment testing.

The Company completed itsIn 2006, the Company's annual impairment tests resulted in a non-cash impairment charge of $814.4 million ($735.9 million after tax, or $5.09 per share) related to a write-down of intangible assets of the New England Media Group. The New England Media Group, which includes The Boston Globe (the "Globe"), Boston.com and the Worcester Telegram & Gazette, is part of the News Media Group reportable segment. The majority of the charge is not tax deductible because the 1993 acquisition of the Globe was structured as a tax-free stock transaction. The impairment charge, which is included in the fourth quarterline item "Impairment of 2005, which did not resultintangible assets" in the recognition2006 Consolidated Statement of an impairment of Goodwill or other intangibles.Operations, is presented below by intangible asset:

(In thousands) Pre-tax Tax After-tax 
Goodwill $782,321  $65,009  $717,312  
Customer list  25,597   10,751   14,846  
Newspaper masthead  6,515   2,736   3,779  
Total $814,433  $78,496  $735,937  

In the first quarter of 2005, the Company adopted Emerging Issues Task Force Topic No. D-108, Use of the Residual Method to Value Acquired Assets Other Than Goodwill ("EITF D-108"), which requires the use of the direct valuation method i) for valuing intangible assets acquired in a business combination after September 29, 2004, and ii) to test for impairment of indefinite lived intangible assets. EITF D-108 also required companies that applied the residual valuation method in previous impairment tests to perform an impairment test using the direct valuation method no later than the beginning of the first fiscal year beginning after December 15, 2004. The Company had applied the residual valuation method in previous impairment tests; therefore, in the first quarter of 2005, the Company tested its indefinite lived intangible assets for impairment applying the direct valuation method. The impairment test did not result in an impairment of the intangible assets above mainly resulted from declines in current and projected operating results and cash flows of the New England Media Group due to, among other factors, advertiser consolidations in the New England area and increased competition with indefinite lives. online media. These factors resulted in the carrying value of the intangible assets being greater than their fair value, and therefore a write-down to fair value was required.

The fair value of goodwill is the residual fair value after allocating the total fair value of the New England Media Group to its other assets, net of liabilities. The total fair value of the New England Media Group was estimated using a combination of a discounted cash flow model (present value of future cash flows) and two market approach models (a multiple of various metrics based on comparable businesses and market transactions).

The fair value of the customer list and newspaper masthead was calculated by estimating the present value of future cash flows associated with each asset.

The changes in the carrying amount of Goodwill in 20052006 and 20042005 were as follows:


 
(In thousands)

 News Media
Group

 Broadcast
Media Group

 About.com

 Total

 

 
Balance as of December 2003 $1,057,703 $39,979 $ $1,097,682 
Foreign currency translation  6,180      6,180 

 
Balance as of December 2004  1,063,883  39,979    1,103,862 

 
Goodwill acquired during year  2,114  565  343,689  346,368 
Foreign currency translation  (10,349)     (10,349)

 
Balance as of December 2005 $1,055,648 $40,544 $343,689 $1,439,881 

 
(In thousands) News Media
Group
 About.com Total 
Balance as of
December 2004
 $1,063,883  $  $1,063,883  
Goodwill acquired
during year
  2,114   343,689   345,803  
Foreign currency
translation
  (10,349)     (10,349) 
Balance as of
December 2005
  1,055,648   343,689   1,399,337  
Goodwill acquired
during year
  25,147   926   26,073  
Goodwill adjusted
during year
     (259)  (259) 
Impairment  (782,321)     (782,321) 
Foreign currency
translation
  8,090      8,090  
Balance as of
December 2006
 $306,564  $344,356  $650,920  

Goodwill acquired in 2006 resulted from the acquisition of Baseline and Calorie-Count (see Note 3).

Goodwill acquired in 2005 resulted from the acquisition of About.com and North Bay Business Journal ("North Bay") and KAUT-TV (see Note 3).

The foreign currency translation line item above reflects changes in Goodwill resulting from fluctuating exchange rates related to the consolidation of the International Herald Tribune (the "IHT").

The Broadcast Media Group's results of operations have been presented as discontinued operations, and certain assets and liabilities are classified as held for sale for all periods presented (see Note 5).

Notes to the Consolidated Financial Statements – THE NEW YORK TIMES COMPANY P.73



Other intangible assets acquired as of December 20052006 and 20042005 were as follows:


 
 December 2005

 December 2004


(In thousands)

 Gross
Carrying
Amount

 Accumulated
Amortization

 Net

 Gross
Carrying
Amount

 Accumulated
Amortization

 Net


Amortized other intangible assets:                  
 Customer lists $218,584 $(155,763)$62,821 $203,300 $(137,384)$65,916
 Other  55,399  (12,556) 42,843  7,310  (6,299) 1,011

  Total  273,983  (168,319) 105,664  210,610  (143,683) 66,927

Unamortized other intangible assets:                  
 Broadcast licenses  233,895    233,895  220,194    220,194
 Newspaper mastheads  71,547    71,547  73,606    73,606

  Total  305,442    305,442  293,800    293,800

Total other intangible assets acquired $579,425 $(168,319)$411,106 $504,410 $(143,683)$360,727

  December 2006 December 2005 
(In thousands) Gross
Carrying
Amount
 Accumulated
Amortization
 Net Gross
Carrying
Amount
 Accumulated
Amortization
 Net 
Amortized other
intangible assets:
 
Customer lists $220,935  $(196,268) $24,667  $218,326  $(155,763) $62,563  
Other  63,777   (21,704)  42,073   55,018   (12,556)  42,462  
Total  284,712   (217,972)  66,740   273,344   (168,319)  105,025  
Unamortized other
intangible assets:
 
Newspaper mastheads  73,223   (6,515)  66,708   71,547      71,547  
Total other intangible
assets acquired
 $357,935  $(224,487) $133,448  $344,891  $(168,319) $176,572  

The table above includes other intangible assets related to the acquisitions of About.com, North Bay and KAUT-TVBaseline (see Note 3). Additionally, certain amounts in the table above include the foreign currency translation adjustment related to the consolidation of the IHT.

As of December 2005,2006, the remaining weighted-average amortization period is seveneight years for customer lists and sixseven years for other intangible assets acquired included in the table above.

3. ACQUISITIONS AND DISPOSITIONS                  

KAUT-TV

In November 2005,Accumulated amortization includes write-downs of $25.6 million in customer lists and $6.5 million in newspaper mastheads related to the Company acquired KAUT-TV, a UPN station in Oklahoma City, for approximately $23 million. KAUT-TV, which is located in the same television market as the Company's station KFOR-TV (a "duopoly"), is part of the Broadcast Media Group.

ABOUT.COM

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

impairment charge. Amortization expense related to amortized other intangible assets acquired was $24.4 million in 2006, $24.9 million in 2005 and $17.3 million in 2004 and $17.7 million in 2003.

Expenses2004. Amortization expense for the next five years related to these intangible assets is expected to be as follows:


(In thousands)

  
Year

 Amount


2006 $24,400
(In thousands)
Year
(In thousands)
Year
 Amount 
2007 15,0002007 $13,400  
2008 12,2002008  10,500  
2009 10,9002009  8,700  
2010 10,7002010  8,500  
20112011  8,200  

NORTH BAY BUSINESS JOURNAL

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

Based on preliminary independent valuations of About.com, North Bay and KAUT-TV, the Company has allocated the excess of the purchase prices over the carrying value of the net assets acquired as follows: About.com- $343.7 million to goodwill and $62.2 million to other intangible assets (primarily content, customer lists and a contract); North Bay- $2.1 million to goodwill and $0.9 million to other intangible assets (primarily customer lists); KAUT-TV- $0.6 million to goodwill and $14.3 million to other intangible assets (primarily FCC licenses). The goodwill for the acquisitions described above is tax-deductible.



The preliminary purchase price allocations for the acquisitions in 2005 are subject to adjustment when additional information concerning asset and liability valuations is obtained. The final asset and liability fair values may differ from those included in the Company's Consolidated Balance Sheet at December 2005; however, the changes are not expected to have a material effect on the Company's Consolidated Financial Statements.

The Company's Consolidated Financial Statements include the operating results of these acquisitions subsequent to their date of acquisition.

The acquisitions in 2005 were funded through a combination of short-term and long-term debt and did not have a material impact on the Company's Consolidated Financial Statements for the periods presented herein.

INTERNATIONAL HERALD TRIBUNE5. Discontinued Operations

In January 20032007, the Company purchasedentered into an agreement to sell its Broadcast Media Group, which consists of nine network-affiliated television stations, their related Web sites and the remaining 50% interest in the IHT that it did not previously owndigital operating center, for approximately $65$575 million. The IHT is an international English language newspaper and, asThis decision was a result of the acquisition,Company's ongoing analysis of its business portfolio and will allow the Company to place an even greater emphasis on developing and integrating its print and growing digital resources. The sale is subject to regulatory approvals and is expected to close in the primary international print outletfirst half of 2007.

In accordance with the provisions of FAS 144, the Broadcast Media Group's results of operations are presented as discontinued operations and certain assets and liabilities are classified as held for sale for all periods presented. The results of operations presented as discontinued operations and the journalism of The New York Times ("The Times"). The purchase was funded by cash from operations. Based on a final independent valuation, the purchase price was allocatedassets and liabilities classified as held for sale are summarized below.

(In thousands) 2006 2005 2004 
Revenues $156,791  $139,055  $145,627  
Total costs and expenses  115,370   111,914   107,244  
Pre-tax income  41,421   27,141   38,383  
Income taxes  16,693   11,129   15,737  
Cumulative effect of
a change in
accounting principle,
net of income taxes
     (325)    
Discontinued operations,
net of income taxes
 $24,728  $15,687  $22,646  

P.74 2006 ANNUAL REPORT – Notes to the fair value of goodwill ($71.9 million), to other intangible assets ($16.2 million, principally the masthead as well as other assets) and to other assets acquired net of liabilities assumed. This acquisition did not have a material impact on the Company's Consolidated Financial Statements for the periods presented herein.



  December 
(In thousands) 2006 2005 
Property, plant & equipment, net $64,309  $67,035  
Goodwill  41,658   40,544  
Other intangible assets, net  234,105   234,534  
Other assets  16,956   17,039  
Assets held for sale  357,028   359,152  
Program rights liability(1)  14,931   15,604  
Net assets held for sale $342,097  $343,548  

DISPOSITIONS

In December 2004 the Company recorded a pre-tax charge of $5.8 million as a result of restructuring its NYT-TV television production facility. The charge is recorded(1)  Included in selling, general and administrative ("SGA") expenses"Accounts payable" in the Company's Consolidated Statements of Income and did not have a material impact on the Company's Consolidated Financial Statements.Balance Sheets.

In March 2003 the Company closed a small job fair business resulting in a pre-tax charge of $4.6 million. The charge primarily consisted of the write-off of goodwill. The charge is recorded in SGA expenses in the Company's Consolidated Statements of Income and did not have a material impact on the Company's Consolidated Financial Statements.

4. INVENTORIES                                                             6. Inventories

Inventories as shown in the accompanying Consolidated Balance Sheets were as follows:



 December 
(In thousands)

 December
2005

 December
2004

(In thousands) 2006 2005 

Newsprint and magazine paper $28,190 $29,848Newsprint and magazine paper $32,594  $28,190  
Other inventory 3,910 2,806Other inventory  4,102   3,910  

Total $32,100 $32,654Total $36,696  $32,100  

Inventories are stated at the lower of cost or current market value. Cost was determined utilizing the LIFO method for 78% of inventory in 2006 and 77% of inventory in 2005 and 80% in 2004.2005. The replacement cost of inventory was approximately $45 million as of December 2006 and $40 million as of December 2005 and $37 million as of December 2004.2005.

5. INVESTMENTS IN JOINT VENTURES                    7. Investments in Joint Ventures

As of December 2005,2006, the Company's investments in joint ventures consisted of equity ownership interests in the following entities:


Company

% Ownership


Discovery Times Channel, LLC ("DTC") 50.0Approximate
% Ownership
%
Donohue Malbaie Inc. ("Malbaie") 49.049%
Metro Boston LLC ("Metro Boston") 49.049%
Madison Paper Industries ("Madison") 40.040%
New England Sports Ventures, LLC ("NESV") 16.717%

 

The Company's investments above are accounted for under the equity method, and are recorded in "Investments in Joint Ventures" in the Company's Consolidated Balance Sheets. The Company's proportionate shares of the operating results of its investments are recorded in "Net income/(loss)income from joint ventures" in the Company's Consolidated Statements of IncomeOperations and in "Investments in Joint Ventures" in the Company's Consolidated Balance Sheets.

In October 2006, the Company sold its 50% ownership interest in Discovery Times Channel (see Note 3).

In March 2005, the Company invested $16.5 million to acquire a 49% interest in Metro Boston, which publishes a free daily newspaper catering to young professionals and students in the Greater Boston area.

The Company and Discovery Communications, Inc. own and operate DTC, a digital cable television channel. DTC is a non-fiction channel that offers



programming on recent history and newsworthy events. The Company made additional capital contributions to DTC of $0.6 million in 2005 and $3.1 million in 2004.

The Company owns an interest of approximately 17% in NESV, which owns the Boston Red Sox, baseball club (including Fenway Park and adjacent real estate, approximately 80% of the New England Sports Network, a regional cable sports network). NESV decreased its minimum pension liability related to its pension plans to $6.4 million from $6.8 million. This resulted in the Company increasing its investment in NESV by its percentage sharenetwork, and 50% of the decrease in the minimum pension liability along withRoush Fenway Racing, a gain to "Accumulated other comprehensive income/(loss), net of income taxes" in the Company's Consolidated Balance Sheet as of December 2005, and the Consolidated Statements of Changes in Stockholders' Equity for the year then ended.

The Company's investments in Metro Boston, DTC and NESV are not material to the Company's Consolidated Financial Statements.leading NASCAR team.

The Company also has investments in a Canadian newsprint company, Malbaie, and a partnership operating a supercalendered paper mill in Maine, Madison (together, the "Paper Mills").

The Company and Myllykoski Corporation, a Finnish paper manufacturing company, are partners through subsidiary companies in Madison. The Company's percentage ownership of Madison, which represents 40%, is through an 80%-owned consolidated subsidiary. Myllykoski Corporation owns a 10% interest in Madison through a 20% minority interest in the consolidated subsidiary of the Company. Myllykoski Corporation's proportionate share of the operating results of Madison is also recorded in "Net income/(loss)income from joint ventures" in the Company's Consolidated Statements of IncomeOperations and in "Investments in Joint Ventures" in the Company's Consolidated Balance Sheets. Myllykoski Corporation's minority interest is included in "Minority interest in net loss/(income)/loss of subsidiaries" in the Company's Consolidated Statements of IncomeOperations and in "Minority Interest" in the Company's Consolidated Balance Sheets.

The Company received distributions from Madison of $5.0 million in 2006, $5.0 million in 2005 and $10.0 million in 2004 and $5.6 million in 2003. No loans or contributions were made by the Company to Madison in 2005, 2004 or 2003.2004.

The Company received distributions from Malbaie of $3.8 million in 2006, $4.1 million in 2005 and $5.0 million in 20042004.

During 2006, 2005 and $3.7 million in 2003. No loans or contributions were made by the Company to Malbaie in 2005, 2004, or 2003.

Condensed combined balance sheets of the Paper Mills were as follows:


 
Condensed Combined Balance Sheets
of Paper Mills

 

 
(In thousands)

 December
2005

 December
2004

 

 
Current assets $54,582 $48,901 
Current liabilities  (38,094) (30,024)

 
Working capital  16,488  18,877 
Fixed assets, net  147,059  157,858 
Long-term debt  (7,400) (20,800)
Deferred income taxes and other  (5,085) (6,519)

 
Net assets $151,062 $149,416 

 

During 2005, 2004 and 2003, the Company's News Media Group purchased newsprint and supercalendered paper from the Paper Mills at competitive prices. Such purchases aggregated $80.4 million in 2006, $76.3 million for 2005 and $61.2 million for 2004 and $54.7 million for 2003.2004.

Condensed combined income statements of the Paper Mills were as follows:


Condensed Combined Income Statements of Paper Mills

  
  

(In thousands)

 2005

 2004

 2003


Net sales and other income $266,097 $253,027 $229,678
Costs and expenses  244,968  234,435  220,222

Income before taxes  21,129  18,592  9,456
Income tax expense  2,142  1,888  1,547

Net income $18,987 $16,704 $7,909

The condensed combined financial information of the Paper Mills excludes the income tax effects attributable to Madison because it is a partnership. Such tax effects have been included in the Company's Consolidated Financial Statements.

Madison recorded unrealized gains of $0.2 million in 2005 and $1.0 million in 2004 related to the change in market value of interest rate agreements into which it had entered. The unrealized gain resulted in the Company increasing its investment in Madison by its percentage share of the unrealized gain along with recording the unrealized gain in "Accumulated other comprehensive income/(loss), net of income taxes" in the Company's Consolidated Balance Sheets as of December 2005 and December 2004, and the Consolidated Statements of Changes in Stockholders' Equity for the years then ended. The interest rate agreements, which expired on July 1, 2005, were designated as cash flow hedging instruments by Madison.


In 2005 Madison increased its minimum pension liability related to its pension plans to $2.4 million as of December 2005, from $1.6 million as of December 2004. This resulted in the Company decreasing its investment in Madison by its percentage share of the increase in the minimum pension liability along with a charge to "Accumulated other comprehensive income/(loss), net of income taxes" in the Company's Consolidated Balance Sheets, and the Consolidated Statements of Changes in Stockholders' Equity.8. Other

6. OTHER                                                                         

Other Income

"Other income" in the Company's Consolidated Statements of IncomeOperations includes the following items:


(In thousands)

 2005

 2004

 2003

(In thousands) 2005 2004 

Non-compete agreement $4,167 $5,000 $5,000Non-compete agreement $4,167  $5,000  
Advertising credit  3,212 8,277Advertising credit     3,212  

Other income $4,167 $8,212 $13,277Other income $4,167  $8,212  

Notes to the Consolidated Financial Statements – THE NEW YORK TIMES COMPANY P.75



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

Sale of AssetsStaff Reductions

In the first quarter of 2005,2006, the Company recognized a $122.9staff reduction charges of $34.3 million pre-tax gain from the sale of assets. The Company completed the sale of its current headquarters in New York City for $175.0($19.7 million and entered into a lease for the building with the purchaser/lessor through 2007, when the Company expects to occupy its new headquarters (see Note 17)after tax, or $.14 per share). This transaction has been accounted for as a sale-leaseback in accordance with GAAP. The saleIn 2005, staff reductions resulted in a total pre-tax gaincharge of $143.9$57.8 million of which $114.5 million ($63.335.3 million after tax or $.43$.23 per diluted share) was. Most of the charges in 2006 and 2005 were recognized at the News Media Group. These charges are recorded in "Selling, general and administrative expenses" in the firstCompany's Consolidated Statements of Operations. The Company had a staff reduction liability of $17.9 million and $38.2 million included in "Accrued expenses" in the Company's Consolidated Balance Sheets as of December 2006 and December 2005, respectively.

Other Current Assets

In the second quarter of 2005. The remainder of2006, the gain is being deferred and amortized over the lease term in accordance with GAAP. The lease requiresCompany's development partner began to repay the Company to pay rent overfor its share of costs associated with the lease termCompany's new headquarters that the Company previously paid on the development partner's behalf (see Note 19). The amount due to the purchaser/lessorCompany is expected to be fully repaid within one year, and will resulttherefore this amount was reclassified from "Miscellaneous assets" to "Other current assets" in rent expense that will be offset by the Company's Consolidated Balance Sheet as of December 2006. The amount of the gain being deferred and amortized. In addition,due to the Company sold propertywas approximately $66 million as of December 2006.

The Company also has a receivable due from its development partner that is associated with borrowings under a construction loan attributable to the Company's development partner (see Note 9). The amount due to the Company is approximately $125 million and is recorded in Sarasota, Fla., which resulted in a pre-tax gain"Other current assets" in the first quarterCompany's Consolidated Balance Sheet as of 2005 of $8.4 million ($5.0 million after tax or $.03 per diluted share).December 2006.

Cumulative Effect of a Change in Accounting Principle

In March 2005, the Financial Accounting Standards Board ("FASB")FASB issued FASB Interpretation No. ("FIN")FIN 47, Accounting for Conditional Asset Retirement Obligations—an interpretation of FASB Statement No. 143 ("FIN 47"). FIN 47 requires an entity to recognize a liability for the fair value of a conditional asset retirement obligation if the fair value can be reasonably estimated. FIN 47 states that a conditional asset retirement obligation is a legal obligation to perform an asset retirement activity in which the timing or method of settlement are conditional upon a future event that may or may not be within the control of the entity. FIN 47 was effective no later than the end of fiscal yearsyear ending after December 15, 2005. The Company adopted FIN 47 effective December 2005 and accordingly recorded an after-tax charge of $5.9$5.5 million or $.04 per diluted share ($10.5 million9.9 mil lion pre-tax) as a cumulative effect of a change in accounting principle in the Consolidated Statement of Income. ThisOperations. A portion of the 2005 charge has been reclassified to conform to the 2006 presentation of the Broadcast Media Group as a discontinued operation.

The charge relates primarily to those lease agreements that require the Company to restore the land or facilities to their original condition at the end of the leases. The Company was uncertain of the timing of payment for these asset retirement obligations; therefore a liability was not previously recognized in the financial statements under GAAP. On a prospective basis, this accounting change requires recognition of these costs ratably over the lease term. The adoption of FIN 47 initially resulted in a non-cash addition to Land, buildings and equipment of $12.3 million with a corresponding increase in long-term liabilities.

The assets recorded as of December 2005 were $7.3 million, consisting of gross assets of $12.3 million less accumulated depreciation of $5.0 million. The asset retirement obligation as of December 2006 was $18.7 million, consisting of a liability of $12.3 million and accretion expense of $6.4 million and as of December 2005 was $17.8 million, consisting of a liability of $12.3 million and accretion expense of $5.5 million. As of December 2004, on a pro forma basis, the asset retirement obligation would have been $16.9 million had FIN 47 been applied during the year, consisting of a liability of $12.3 million and accretion expense of $4.6 million. In future periods, when cash is paid upon the settlement of the asset retirement obligation, the payments will be classified as a component of


operating cash flow in the Consolidated Statements of Cash Flows.

Staff ReductionsSale of Assets

In the first quarter of 2005, the Company announced plansrecognized a $122.9 million pre-tax gain from the sale of assets. The Company completed the sale of its current headquarters in New York City for $175.0 million and entered into a lease for the building with the purchaser/lessor through 2007, when the Company expects to reduce staff by approximately 700 employees. In 2005, staff reductionsoccupy its new headquarters (see Note 19). This transaction has been accounted for as a sale-leaseback. The sale resulted in a

P.76 2006 ANNUAL REPORT – Notes to the Consolidated Financial Statements



total pre-tax chargegain of $57.8$143.9 million, of which $114.5 million ($35.363.3 million after tax or $.23$.43 per share), primarily within the News Media Group. This charge is recorded in SGA expenses in the Company's Consolidated Statements of Income. As of December 2005, the Company had a liability of $38.2 million related to its 2005 charge. The Company also plans to take a charge of approximately $10 to $13 million in 2006 for staff reductions announced in 2005, most of which will be recorded was recognized in the first quarter of 2006.2005. The remainder of the gain is being deferred and amortized over the lease term. The lease requires the Company to pay rent over the lease term to the purchaser/lessor and will result in rent expense that will be offset by the amount of the gain being deferred and amortized. In addition, the Company sold property in Sarasota, Fla., which resulted in a pre-tax gain in the first quarter of 2005 of $8.4 million ($5.0 million after tax or $.03 per diluted share).

7. DEBT                                                                            9. Debt

Long-term debt consists of the following:


 
(In thousands)

 December 2005

 December 2004

 

 
7.625% Notes due 2005, net of unamortized debt costs of $183 in 2004, effective interest rate 7.996%(a) $ $250,447 
8.25% Debentures due 2025 (due 2005 at option of Company), net of unamortized debt costs of $2,069 in 2004 effective interest rate 8.553%(a)    69,840 
4.625%-7.125% Medium-Term Notes due 2007 through 2009, net of unamortized debt costs of $612 in 2005 and $849 in 2004(b)  249,888  249,651 
4.5% Notes due 2010, net of unamortized debt costs of $1,860 in 2005(c)  248,140   
4.610% Medium-Term Notes due 2012, net of unamortized debt costs of $793 in 2005 and $890 in 2004(d)  74,207  74,110 
5.0% Notes due 2015, net of unamortized debt costs of $273 in 2005(c)  249,727   

 
Total notes and debentures  821,962  644,048 

 
Less: current portion    (250,447)

 
Total long-term debt $821,962 $393,601 

 
  December 
(In thousands) 2006 2005 
4.625%-7.125% Series I Medium-Term
Notes due 2007 through 2009,
net of unamortized debt costs of
$372 in 2006 and $612 in 2005(1)
 $250,128  $249,888  
4.5% Notes due 2010, net of
unamortized debt costs
of $1,452 in 2006 and
$1,860 in 2005(2)
  248,548   248,140  
4.610% Medium-Term Notes Series II
due 2012, net of unamortized
debt costs of $691 in 2006
and $793 in 2005(3)
  74,309   74,207  
5.0% Notes due 2015, net of
unamortized debt costs
of $249 in 2006 and
$273 in 2005(2)
  249,751   249,727  
Total notes and debentures  822,736   821,962  
Less: current portion  (101,946)    
Total long-term debt $720,790  $821,962  

(a)(1)

See discussion in this Note for information regarding the repayment of this debt.

(b)
On August 21, 1998, the Company filed a $300.0 million shelf registration on Form S-3 with the Securities and Exchange Commission ("SEC") for unsecured debt securities to be issued by the Company from time to time. The registration statement became effective August 28, 1998. On September 24, 1998, the Company filed a prospectus supplement to allow the issuance of up to $300.0 million in medium-term notes (Series I) of which no amount remains available as of December 2005. In October 2003, $49.5 million due under one tranche of the medium-term notes was repaid.

2006.

(c)(2)

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

(d)(3)

On July 26, 2002, the Company filed a $300.0 million shelf registration statement on Form S-3 with the SEC for unsecured debt securities that may be issued by the Company from time to time. The registration statement became effective on August 6, 2002. On September 17, 2002, the Company filed a prospectus supplement to allow the issuance of up to $300.0 million in medium-term notes.notes (Series II). As of December 2005,2006, the Company had issued $75.0 million of medium-term notes under this program.


The Company's total debt, including commercial paper, and capital lease obligations and a construction loan (see Note 17)below), amounted to $1.4 billion as of December 20052006 and $1.1 billion as of December 2004.2005. Total unused borrowing capacity under all financing arrangements amounted to $366.9was $572.1 million as of December 2005.2006.

Until January 2007, the Company was a co-borrower under a $320 million non-recourse construction loan in connection with the construction of its new headquarters. The Company did not draw down on the construction loan, which is being used by its development partner. However, as a co-borrower, the Company was required to record the amount outstanding of the construction loan on its financial statements. The Company also recorded a receivable, due from its development partner, for the same amount outstanding under the construction loan. As of December 2006, $124.7 million was outstanding under the construction loan. See Notes 19 and 20 for additional information related to the Company's $600.0 millionnew headquarters.

In the third quarter of 2006, the Company increased the amount available under its commercial paper program, which is supported by the revolving credit agreements described below.below, to $725 million from $600 million. Commercial paper issued by the Company is unsecured and can have maturities of up to 270 days. The Company had $422.0 million in commercial paper outstanding as of December 2006, with an annual weighted average interest rate of 5.5% and an average of 63 days to maturity from original issuance. The Company had $496.5 million in commercial paper outstanding as of December 2005, with an annual weighted average interest rate of 4.3% and an average of 53 days to maturity from original issuance. The Company had $335.4 million in commercial paper outstanding as of December 2004, with an annual weighted average interest rate of 2.3% and an average of 7 days to maturity from original issuance.

The primary purpose of the Company's revolving credit agreements is to support the Company's commercial paper program. In addition, these revolving credit agreements provide a facility for the issuance of letters of credit. In June 2006, the Company replaced its $270 million multi-year credit agreement with a $400 million credit agreement maturing in June 2011. Of the total $670.0$800 million available under the two revolving credit agreements ($400 million credit agreement maturing in May 2009 and $400 million credit agreement maturing in June 2011), the Company has issued letters of credit of $31.6approximately $31 million. The remaining balance of $638.4approximately $769 million supports the Company's commercial paper program discussed above. There were no borrowings outstanding under

Notes to the Consolidated Financial Statements – THE NEW YORK TIMES COMPANY P.77



the revolving credit agreements as of December 2005 and December 2004.2006 or 2005.

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


The revolving credit agreements contain a covenant that requires specified levels of stockholders' equity.equity (as defined in the agreements). As of December 2005,2006, the amount of stockholders' equity in excess of the required levels was $427.6approximately $618 million. The lenders under the revolving credit agreements have waived, effective December 31, 2006, any defaults that may have arisen under the agreements due to inclusion in previously issued financial statements of the reporting errors that led to the restatement described in Note 2.

The Company's 10-yearfive-year 5.350% Series I medium-term notes aggregating $250.0$50 million mature on April 16, 2007, and bearing interest at an annual rate of 7.625%, maturedits five-year 4.625% Series I medium-term notes aggregating $52 million mature on March 15, 2005. The repayment of these notes resulted in a decrease in "Current portion of long-term debt and capital lease obligations" in the Company's Consolidated Balance Sheet as of December 2005.June 25, 2007.

On March 15, 2005, the Company redeemed all of its $71.9 million outstanding 8.25% debentures, callable on March 15, 2005, and maturing on March 15, 2025, at a redemption price of 103.76% of the principal amount. The redemption premium and unamortized issuance costs resulted in a loss from the extinguishment of debt of $4.8 million and is included in "Interest expense-net" in the Company's 2005 Consolidated Statement of Income.

The issuance of the $500.0 million in notes on March 17, 2005, net of the repayment of the $71.9 million of debentures, resulted in an increase to "Long-term debt" in the Company's Consolidated Balance Sheet as of December 2005.Operations.

Based on borrowing rates currently available for debt with similar terms and average maturities, the fair value of the Company's long-term debt was $801.0 million as of December 2006 and $812.3 million as of December 2005 and $671.8 million as of December 2004.2005.

The aggregate face amount of maturities of long-term debt over the next five years and thereafter is as follows:


 
(In thousands)

 Amount

 (In thousands) Amount 

 
2006  
2007 $102,000 2007  $102,000  
2008 49,500 2008   49,500  
2009 99,000 2009   99,000  
2010 250,000 2010   250,000  
2011 2011     
Thereafter 325,000 Thereafter  325,000  

 
Total face amount of maturities 825,500 Total face amount of maturities  825,500  
Less: Current portion of long-term debt  Less: Current portion of long-term debt  (101,946) 

 
Total long-term debt 825,500 Total long-term debt  723,554  

 
Less: Unamortized debt costs (3,538)Less: Unamortized debt costs  (2,764) 

 
Carrying value of long-term debt $821,962 Carrying value of long-term debt $720,790  

 

Interest expense, net, as shown in the accompanying Consolidated Statements of IncomeOperations was as follows:


 
(In thousands)

 2005

 2004

 2003

 (In thousands) 2006 2005 2004 

 
Interest expense $60,018 $51,372 $51,205 Interest expense $73,512  $60,018  $51,372  
Loss from extinguishment of debt 4,767   Loss from
extinguishment of debt
     4,767     
Interest income (4,462) (2,431) (1,947)Interest income  (7,930)  (4,462)  (2,431) 
Capitalized interest (11,155) (7,181) (4,501)Capitalized interest  (14,931)  (11,155)  (7,181) 

 
Interest expense, net $49,168 $41,760 $44,757 Interest expense, net $50,651  $49,168  $41,760  

 

8. DERIVATIVE INSTRUMENTS                                  

10. Derivative Instruments

In the fourth quarter of2006 and 2005, the Company entered into a forward starting interest rate swap agreement ("terminated forward starting swap agreement")agreements designated as a cash-flow hedgehedges as defined under FAS No. 133, as amended, Accounting for Derivative Instruments and Hedging Activities ("FAS 133"). The forward starting swap agreement,, because the debt for which had a notional amount totaling $50.0 million, is intended to lock in a fixed interest rate on the issuance of debt expected in March 2006. As of December 2005, the fair value of the forward starting swap agreement was immaterial. There was no amount recognized in earnings related to the forward starting swap agreement.

In the second quarter of 2005, the Companythese agreements were entered into a forward starting swap agreement designated as a cash-flow hedge as defined under FAS 133.was not issued. The forward starting swap agreement, which had a notional amount totaling $50.0 million, was intended to lock in a fixed interest rate on the issuancetermination of debt in December 2005. The Company did not issue debt in December 2005 and, therefore, terminated the forward starting swap agreement resultingthese agreements resulted in a gain of $2.3 million. The Company expects to amortize the gain over the maturity period of debt that it expects to issueapproximately $1 million in March 2006 as discussed above.2006.

In the first quarter of 2005, the Company terminated its forward starting swap agreements entered into in 2004 that were designated as cash-flow hedges as defined under FAS 133. The forward starting swap agreements, which had notional amounts totaling $90.0 million, were intended to lock in fixed interest rates on the issuance of debt in March 2005. The Company terminated the forward starting swap agreements in connection with the issuance of its 10-year $250.0 million notes maturing on March 15, 2015. The termination of the forward starting swap agreements resulted in a gain of approximately $2 million, which will beis being amortized into income through March 2015 as a reduction of interest expense related to the Company's 10-year notes.



In the first quarter of 2005, the Company's interest rate swap agreements ("swap agreements"), designated as fair-value hedges as defined under FAS 133, expired in connection with the Company's repayment of its 10-year $250.0 million notes that were callablematured March 15, 2005. These swap agreements, which had notional amounts totaling $100.0 million, were entered into to exchange the fixed interest rate on a portion of the Company's 10-year notes for a variable interest rate. On the callmaturity date of the 10-year notes, the fair value of the swap agreements decreased to zero.

9. INCOME TAXES                                                          P.78 2006 ANNUAL REPORT – Notes to the Consolidated Financial Statements



11. Income Taxes

Income tax expense for each of the years presented is determined in accordance with FAS 109. Reconciliations between the effective tax rate on income before income taxes and the federal statutory rate are presented below.


 

 2005

 2004

 2003

 


   2006 2005 2004 
(In thousands)

 Amount

 % of
Pretax

 Amount

 % of
Pretax

 Amount

 % of
Pretax

 (In thousands) Amount % of
Pretax
 Amount % of
Pretax
 Amount % of
Pretax
 

 
Tax at federal statutory rate $156,137 35.0%$166,826 35.0%$174,948 35.0%Tax at federal statutory rate $(193,173)  35.0% $142,642   35.0% $150,257   35.0% 
State and local taxes – net 22,485 5.0  19,646 4.1  26,020 5.2 
State and local taxes - netState and local taxes - net  2,319   (0.4)  19,714   4.8   16,447   3.8  
Impairment of nondeductible
goodwill
Impairment of nondeductible
goodwill
  219,638   (39.8)             
Other – net 1,620 0.4  (2,973)(0.6) (3,206)(0.6)Other – net  (12,176)  2.2   1,620   0.4   (2,973)  (0.7) 

 
Income tax expense $180,242 40.4%$183,499 38.5%$197,762 39.6%Income tax expense $16,608   (3.0%) $163,976   40.2% $163,731   38.1% 

 

The components of income tax expense as shown in the Consolidated Statements of IncomeOperations were as follows:


 
(In thousands)

 2005
 2004
 2003
 (In thousands) 2006 2005 2004 

 
Current tax expense          Current tax expense 
Federal $166,450 $149,322 $119,004 Federal $112,586  $157,828  $137,128  
Foreign  675  683  525 Foreign  739   675   683  
State and local  42,752  29,947  24,697 State and local  43,187   40,245   26,404  

 
Total current tax expense  209,877  179,952  144,226 Total current
tax expense
  156,512   198,748   164,215  

 
Deferred tax (benefits)/expense
Federal
  (18,459) 12,433  41,550 
Deferred tax expense/
(benefit)
Deferred tax expense/
(benefit)
 
FederalFederal  (89,367)  (21,841)  9,781  
Foreign  (3,017) (7,864) (3,348)Foreign  (10,918)  (3,017)  (7,864) 
State and local  (8,159) (1,022) 15,334 State and local  (39,619)  (9,914)  (2,401) 

 
Total deferred tax (benefit)/expense  (29,635) 3,547  53,536 

 
Total deferred tax (benefit)/
expense
Total deferred tax (benefit)/
expense
  (139,904)  (34,772)  (484) 
Income tax expense $180,242 $183,499 $197,762 Income tax expense $16,608  $163,976  $163,731  

 

State tax operating loss carryforwards ("loss carryforwards") totaled $2.3 million as of December 2006 and $3.5 million as of December 2005 and $2.9 million as of December 2004.2005. Such loss carryforwards expire in accordance with provisions of applicable tax laws and have remaining lives generally ranging from 1 to 35 years. Certain loss carryforwards are likely to expire unused. Accordingly, the Company has valuation allowances amounting to $1.2 million as of December 2006 and $2.2 million as of December 2005 and $1.82005.

In 2006 the Company's valuation allowance decreased by $1 million asdue primarily to the write-off of December 2004.a loss carryforward that had expired.

In 2005 the Company established a $0.4 million valuation allowance against loss carryforwards, resulting in an increase in tax expense by this amount.

In 2004 the Company's valuation allowance decreased $1.5 million due to the write-off of loss carryforwards because it was determined that the future benefit from these losses would not be realized. The Company also established a $1.8 million valuation allowance against other loss carryforwards, resulting in an increase in tax expense by this amount.

The components of the net deferred tax assets and liabilities recognized in the Company's Consolidated Balance Sheets were as follows:


 
(In thousands)

 December
2005

 December
2004

 

 
Deferred Tax Assets:       
 Retirement, postemployment and deferred compensation plans $269,468 $234,716 
 Accruals for other employee benefits, compensation, insurance and other  50,331  46,155 
 Accounts receivable allowances  9,940  10,056 
 Other  102,623  85,337 

 
Gross deferred tax assets  432,362  376,264 
Valuation allowance  (2,184) (1,832)

 
Net deferred tax assets  430,178  374,432 

 
Deferred Tax Liabilities:       
 Property, plant and equipment  245,416  267,220 
 Intangible assets  132,496  114,330 
 Investments in joint ventures  33,539  34,850 
 Other  30,415  33,501 

 
Gross deferred tax liabilities  441,866  449,901 

 
Net deferred tax liability $11,688 $75,469 

 
Amounts recognized in the Consolidated Balance Sheets consist of:       
Deferred tax asset – current $68,118 $56,639 
Deferred tax liability – long term  79,806  132,108 

 
Net deferred tax liability $11,688 $75,469 

 

  December 
(In thousands) 2006 2005 
Deferred tax assets 
Retirement, postemployment
and deferred compensation plans
 $371,859  $328,350  
Accruals for other employee
benefits, compensation,
insurance and other
  52,903   50,331  
Accounts receivable allowances  9,100   9,940  
Other  120,215   97,269  
Gross deferred tax assets  554,077   485,890  
Valuation allowance  (1,227)  (2,184) 
Net deferred tax assets $552,850  $483,706  
Deferred tax liabilities 
Property, plant and equipment $226,435  $245,416  
Intangible assets  69,507   132,496  
Investments in joint ventures  21,137   33,539  
Other  36,361   30,415  
Gross deferred tax liabilities  353,440   441,866  
Net deferred tax asset $199,410  $41,840  
Amounts recognized in the
Consolidated Balance
Sheets
 
Deferred tax asset – current $73,729  $68,118  
Deferred tax asset – long term  125,681     
Deferred tax liability – long term     26,278  
Net deferred tax asset $199,410  $41,840  

Income tax benefits related to the exercise of equity awards reduced current taxes payable and increased additional paid-in capital by $1.9 million in 2006, $6.0 million in 2005 and $13.5 million in 2004 and $13.2 million in 2003.2004.

Notes to the Consolidated Financial Statements – THE NEW YORK TIMES COMPANY P.79



As of December 2005,2006 and December 2004,2005, "Accumulated other comprehensive income/(loss),income, net of income taxes" in the Company's Consolidated Balance Sheets and for the years then ended in the Consolidated Statements of Changes in Stockholders' Equity was net of a deferred income tax asset of $96.7approximately $152 million and $67.2$142 million, respectively.

The Internal Revenue Service has completed its examination of federal income tax returns through 2001 and is currently auditing the 2002 and 2003 federal income tax returns.2003. In addition, there are various state and local audits in progress for periods from 2000 through 2003.2005. The Company does not believe that the completion of these audits will have a material effect on the Company's Consolidated Financial Statements.

The Company's policy is to establish a tax contingency liability for potential tax audit issues. The tax contingency liability is based on the Company's estimate of whether additional taxes will be due in the future. Any additional taxes due will be determined only upon the completion of current and future tax audits. The timing of such payments cannot be determined, but the Company expects that they will not be made within one year. Therefore, the tax contingency liability is included in "Other Liabilities—Other" in the Company's Consolidated Balance Sheets.

10. PENSION BENEFITS                                                12. Pension Benefits

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-unionthat are considered multi-employer pension plans. These plans cover substantially all employees.

The Company-sponsored plans include qualified (funded) plans as well as non-qualified (unfunded) plans. These plans provide participating employees with retirement benefits in accordance with benefit provision formulas which are based on years of service and final average or career pay and, where applicable, employee contributions.detailed in each plan. The Company's non-qualified plans provide retirement benefits only to certain highly compensated employees of the Company.

The Company also has a foreign-based pension plan for certain IHT employees (the "Foreign plan"). The information for the Foreign plan is combined with the information for U.S. non-qualified plans. The benefit obligation of the Foreign plan is immaterial to the Company's total benefit obligation.

The information included in this Note reflects, for all periods presented, a pension plan between the Company and its subsidiaries, on the one hand, and The New York Times Newspaper Guild, on the other. Prior to the fourth quarter of 2006, this pension plan was accounted for as a multi-employer pension plan. The Company has concluded that it should have been accounted for as a single-employer pension plan. Therefore, the Company has restated all prior period information to account for this plan under FAS 87 (see Note 2).

The Company adopted FAS 158, on December 31, 2006. FAS 158 requires an entity to recognize the funded status of its defined pension plans – measured as the difference between plan assets at fair value and the benefit obligation – on the balance sheet and to recognize changes in the funded status, that arise during the period but are not recognized as components of net periodic benefit cost, within other comprehensive income, net of income taxes. Since the full recognition of the funded status of an entity's defined benefit pension plan is recorded on the balance sheet, an additional minimum liability ("AML") is no longer recorded under FAS 158. Howe ver, because the recognition provisions of FAS 158 were adopted as of December 31, 2006, the Company first measured and recorded changes to its previously recognized AML through other comprehensive income and then applied the recognition provisions of FAS 158 through accumulated other comprehensive income to fully recognize the funded status of the Company's defined benefit pension plans.

The following table provides the incremental effect of applying FAS 158 on individual balance sheet line items.

(In thousands) Pre-FAS 158 &
without AML
Adjustment
 2006 AML
Adjustment
 FAS 158
Adoption
Adjustment
 Ending Balance 
Noncurrent-pension asset $13,517  $   (5,600) $7,917  
Noncurrent-intangible pension asset  13,990   (5,704)  (8,286)    
Current-pension benefits obligation        (13,340)  (13,340) 
Deferred income tax asset(a)  141,426   (79,405)  78,071   140,092  
Noncurrent-pension benefits obligation  (420,488)  190,006   (153,795)  (384,277) 
Accumulated other comprehensive loss,
net of income taxes
  184,060   (104,897)  102,950   182,113  

(a)  Represents deferred tax asset netted within accumulated other comprehensive loss.

P.80 2006 ANNUAL REPORT – Notes to the Consolidated Financial Statements



Net periodic pension cost and other amounts recognized in other comprehensive income for all Company-sponsored pension plans were as follows:


 

 2005

 2004

 2003

 


   2006 2005 2004 
(In thousands)

 Qualified
Plans

 Non-
Qualified
Plans

 All Plans

 Qualified
Plans

 Non-
Qualified
Plans

 All Plans

 Qualified
Plans

 Non-
Qualified
Plans

 All Plans

 (In thousands) Qualified
Plans
 Non-
Qualified
Plans
 All Plans Qualified
Plans
 Non-
Qualified
Plans
 All Plans Qualified
Plans
 Non-
Qualified
Plans
 All Plans 

 
Components of net periodic pension cost:                            
Components of net
periodic pension cost
Components of net
periodic pension cost
 
Service cost $37,446 $2,342 $39,788 $33,279 $2,155 $35,434 $27,543 $1,940 $29,483 Service cost $51,797  $2,619  $54,416  $47,601  $2,342  $49,943  $43,076  $2,155  $45,231  
Interest cost  67,548  11,435  78,983  64,206  11,160  75,366  60,453  10,951  71,404 Interest cost  89,013   12,164   101,177   85,070   11,435   96,505   81,455   11,160   92,615  
Expected return on plan assets  (83,719)   (83,719) (76,292)   (76,292) (67,857)   (67,857)Expected return on plan assets  (112,607)     (112,607)  (102,956)     (102,956)  (94,865)     (94,865) 
Recognized actuarial loss  18,402  4,795  23,197  18,053  4,111  22,164  8,240  3,516  11,756 Recognized actuarial loss  23,809   6,665   30,474   22,763   4,795   27,558   22,957   4,111   27,068  
Amortization of prior service cost  403  70  473  402  259  661  402  310  712 Amortization of prior
service cost
  1,457   70   1,527   1,493   70   1,563   1,493   259   1,752  
Effect of curtailmentEffect of curtailment  512      512                    
Effect of special termination benefits    796  796             Effect of special
termination benefits
              796   796           

 
Net periodic pension cost $40,080 $19,438 $59,518 $39,648 $17,685 $57,333 $28,781 $16,717 $45,498 Net periodic pension cost $53,981  $21,518  $75,499  $53,971  $19,438  $73,409  $54,116  $17,685  $71,801  

 

The estimated actuarial loss and prior service cost that will be amortized from accumulated other comprehensive income into net periodic pension cost over the next fiscal year are $16.2 million and $1.5 million, respectively.

In connection with collective bargaining agreements, the Company contributes to several othermulti-employer 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 for certain plans and are actuarially determined for certain other plans.made in accordance with the formula in the relevant agreements. Pension cost for these plans is not reflected above and was $23.1approximately $16 million in 2006 and 2005 $23.4and $17 million in 2004 and $22.5 million in 2003.2004.


Notes to the Consolidated Financial Statements – THE NEW YORK TIMES COMPANY P.81



The changes in the benefit obligation and plan assets as of December 20052006 and December 2004,2005, for all Company-sponsored pension plans, were as follows:


 

 2005

 2004

 


   2006 2005 
(In thousands)

 Qualified
Plans

 Non-Qualified
Plans

 All Plans

 Qualified
Plans

 Non-Qualified
Plans

 All Plans

 (In thousands) Qualified
Plans
 Non-
Qualified
Plans
 All Plans Qualified
Plans
 Non-
Qualified
Plans
 All Plans 

 
Change in benefit obligation:                   
Benefit obligation at prior measurement date $1,194,858 $202,403 $1,397,261 $1,093,091 $189,018 $1,282,109 
Change in benefit obligationChange in benefit obligation 
Benefit obligation at beginning of yearBenefit obligation at beginning of year $1,652,890  $228,129  $1,881,019  $1,495,141  $202,403  $1,697,544  
Service cost  37,446  2,342  39,788  33,279  2,155  35,434 Service cost  51,797   2,619   54,416   47,601   2,342   49,943  
Interest cost  67,548  11,435  78,983  64,206  11,160  75,366 Interest cost  89,013   12,164   101,177   85,070   11,435   96,505  
Plan participants' contributions  71    71  83    83 Plan participants' contributions  67      67   71      71  
Actuarial loss  75,955  23,849  99,804  54,200  12,032  66,232 
Special termination benefits    796  796       
Actuarial (gain)/lossActuarial (gain)/loss  (110,148)  18,615   (91,533)  86,641   23,849   110,490  
Special termination benefits/curtailmentsSpecial termination benefits/curtailments  (1,864)  (425)  (2,289)     796   796  
Benefits paid  (48,766) (12,306) (61,072) (50,001) (12,188) (62,189)Benefits paid  (78,122)  (13,605)  (91,727)  (61,634)  (12,307)  (73,941) 
Effect of change in currency conversion    (390) (390)   226  226 

 
Benefit obligation at current measurement date  1,327,112  228,129  1,555,241  1,194,858  202,403  1,397,261 

 
Change in plan assets:                   
Fair value of plan assets at prior measurement date  1,039,493    1,039,493  924,358    924,358 
Effects of change in currency conversionEffects of change in currency conversion     332   332      (389)  (389) 
Benefit obligation at end of yearBenefit obligation at end of year  1,603,633   247,829   1,851,462   1,652,890   228,129   1,881,019  
Change in plan assetsChange in plan assets 
Fair value of plan assets at beginning of yearFair value of plan assets at beginning of year  1,329,264      1,329,264   1,262,152      1,262,152  
Actual return on plan assets  73,761    73,761  107,653    107,653 Actual return on plan assets  195,278      195,278   74,123      74,123  
Employer contribution  47,300  12,306  59,606  57,400  12,188  69,588 
Employer contributionsEmployer contributions  15,275   13,605   28,880   54,552   12,307   66,859  
Plan participants' contributions  71    71  83    83 Plan participants' contributions  67      67   71       71  
Benefits paid  (48,766) (12,306) (61,072) (50,001) (12,188) (62,189)Benefits paid  (78,122)  (13,605)  (91,727)  (61,634)  (12,307)  (73,941) 

 
Fair value of plan assets at measurement date  1,111,859    1,111,859  1,039,493    1,039,493 

 
Fair value of plan assets at end of yearFair value of plan assets at end of year  1,461,762      1,461,762   1,329,264      1,329,264  
Funded status  (215,253) (228,129) (443,382) (155,365) (202,403) (357,768)Funded status  (141,871)  (247,829)  (389,700)  (323,626)  (228,129)  (551,755) 
Unrecognized actuarial loss  308,359  88,221  396,580  240,847  69,642  310,489 Unrecognized actuarial loss           428,996   88,222   517,218  
Unrecognized prior service cost  4,688  1,334  6,022  5,091  1,404  6,495 Unrecognized prior service cost           12,605   1,334   13,939  

 
Net amount recognized $97,794 $(138,574)$(40,780)$90,573 $(131,357)$(40,784)Net amount recognized $(141,871) $(247,829) $(389,700) $117,975  $(138,573) $(20,598) 

 
Amount recognized in the Consolidated Balance
Sheets consist of:
                   
Amount recognized in the Consolidated Balance SheetsAmount recognized in the Consolidated Balance Sheets 
Noncurrent assetsNoncurrent assets $7,917  $  $7,917  $  $  $  
Current liabilitiesCurrent liabilities     (13,340)  (13,340)          
Noncurrent liabilitiesNoncurrent liabilities  (149,788)  (234,489)  (384,277)          
Pension assetPension asset           20,182      20,182  
Accrued benefit cost $(74,644)$(197,953)$(272,597)$(26,612)$(175,718)$(202,330)Accrued benefit cost           (182,305)  (197,952)  (380,257) 
Intangible asset  4,739  1,334  6,073  5,273  1,404  6,677 Intangible asset           12,656   1,334   13,990  
Accumulated other comprehensive loss  167,699  58,045  225,744  111,912  42,957  154,869 Accumulated other comprehensive loss           267,442   58,045   325,487  

 
Net amount recognized $97,794 $(138,574)$(40,780)$90,573 $(131,357)$(40,784)Net amount recognized $(141,871) $(247,829) $(389,700) $117,975  $(138,573) $(20,598) 

 
Amount recognized in Accumulated other
comprehensive income
Amount recognized in Accumulated other
comprehensive income
 
Actuarial lossActuarial loss $210,505  $99,801  $310,306  $  $  $  
Prior service costPrior service cost  10,635   1,264   11,899           
TotalTotal $221,140  $101,065  $322,205  $  $  $  

The accumulated benefit obligation for all pension plans was $1.4$1.7 billion as of December 20052006 and $1.2 billion as of December 2004.2005.

Information for pension plans with an accumulated benefit obligation in excess of plan assets as of December 20052006 and December 2004, were2005 was as follows:


(In thousands)

 2005

 2004

(In thousands) 2006 2005 

Projected benefit obligation $1,555,241 $1,397,261Projected benefit obligation $568,666  $1,881,019  
Accumulated benefit obligation $1,384,382 $1,241,823Accumulated benefit obligation $512,444  $1,689,267  
Fair value of plan assets $1,111,859 $1,039,493Fair value of plan assets $230,218  $1,329,264  

Additional information about the Company's pension plans were as follows:


(In thousands)

 2005

 2004

(In thousands) 2006 2005 

Increase in minimum pension liability included in other comprehensive income $70,875 $700

(Decrease)/Increase in minimum
pension liability included in other
comprehensive income
(Decrease)/Increase in minimum
pension liability included in other
comprehensive income
 $(184,303) $94,440  

P.82 2006 ANNUAL REPORT – Notes to the Consolidated Financial Statements



Weighted-average assumptions used in the actuarial computations to determine benefit obligations as of December 20052006 and December 2004,2005, were as follows:



 2005

 2004


(Percent)(Percent) 2006 2005 
Discount rate 5.50% 5.75%Discount rate  6.00%  5.50% 
Rate of increase in compensation levels 4.50% 4.50%Rate of increase in
compensation levels
  4.50%  4.50% 

Weighted-average assumptions used in the actuarial computations to determine net periodic pension cost were as follows:


 
 2005

 2004

 2003


Discount rate 5.75%6.00%6.50%
Rate of increase in compensation levels 4.50%4.50%4.50%
Expected long-term rate of return on assets 8.75%8.75%8.75%


(Percent) 2006 2005 2004 
Discount rate  5.50%  5.75%  6.00% 
Rate of increase in
compensation levels
  4.50%  4.50%  4.50% 
Expected long-term
rate of return on assets
  8.75%  8.75%  8.75% 

Beginning in 2005, the

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

The methodology described above includes producing a cash flow of annual accrued benefits as defined under the Projected Unit Cost Method as provided by FAS 87. For active participants, service is projected to the end of 2005the current measurement date and benefit earnings are projected to the date of termination. The projected plan cash flow is discounted to the measurement date using the Annual Spot Rates provided in the Citigroup Pension Discount Curve. A single discount rate is then computed so that the present value of the benefit cash flow (on a projected benefit obligation basis as described above) equals the present value computed using the Citigroup annual rates. The discount rate determined on this basis increased to 6.00% as of December 2006 from 5.50% as of December 2005.

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

The Company's pension plan weighted-average asset allocations as of December 20052006 and December 2004,2005, by asset category, were as follows:



 2005

 2004



 Percentage of Plan Assets 
Asset Category
  
  
Asset Category 2006 2005 
Percentage of Plan Assets

Equity securities 75%74%Equity securities  76%  75% 
Debt securities 22%24%Debt securities  20%  22% 
Real estate 3%2%Real estate  4%  3% 

Total 100%100%Total  100%  100% 

The Company's investment policy is to maximize the total rate of return (income and appreciation) with a view to the long-term funding objectives of the pension plans. Therefore, the pension plan assets are diversified to the extent necessary to minimize risks and to achieve an optimal balance between risk and return and between income and growth of assets through capital appreciation.

The Company's policy is to allocate pension plan funds within a range of percentages for each major asset category as follows:



% Range


Equity securities 65-75%
Debt securities 17-28%
Real estate 0-5%
Other 0-5%

 

The Company may direct the transfer of assets between investment managers in order to rebalance the portfolio in accordance with asset allocation ranges above to accomplish the investment objectives for the pension plan assets.

In 2006 and 2005, the Company changed its mortality assumption to the 1994 Group Annuity Mortality Table from the 1983 Group Annuity Mortality Table. This change was made by the Company to incorporate an updated mortality assumption to calculate its pension obligation.

In December 2005 and December 2004, the Company made tax-deductible contributions of $47.3$15.3 million and $57.4$54.6 million, respectively, to its qualified pension plans. Although the Company does not have any minimumquarterly funding requirements in 20062007 (under the Employee Retirement Income Security Act of 1974, as amended, and Internal Revenue Code requirements), itthe Company will make contractual funding contributions of approximately $13 million in connection with The New York Times Newspaper Guild pension plan. We may elect to make a contribution.additional contributions to our other pension plans. The amount of the contribution,these contributions, if any, would be based on the results of the January 1, 20062007 valuation, market performance and interest rates in 20062007 as well as other factors. Assuming that the Company achieves an 8.75% return on pension assets, that interest rates are stable

Notes to the Consolidated Financial Statements – THE NEW YORK TIMES COMPANY P.83



and that there are no changes to the Company's benefits structure in 2006,2007, it expects making contributions in the fourth quarter of 20062007 in the same range as the contributions made in 2005 and 2004.2006.

The Company's accrued benefit cost for its sponsored pension plans is included in "Other Liabilities—Other" in the Company's Consolidated Balance Sheets (see Note 12).


The following benefit payments (net of plan participant contributions for non-qualified plans) under the Company's pension plans, which reflect expected future services, are expected to be paid:



 Plans   
(In thousands)

 Qualified
Plans

 Non-Qualified
Plans

 Total

(In thousands) Qualified Non-
Qualified
 Total 

2006 $53,102 $12,234 $65,336
2007 54,398 12,178 66,5762007 $54,325  $13,340  $67,665  
2008 56,621 12,747 69,3682008  55,694   13,455   69,149  
2009 59,090 13,090 72,1802009  57,656   13,812   71,468  
2010 60,317 13,316 73,6332010  59,426   14,061   73,487  
2011-2015 361,518 77,561 439,079

Total benefit payments $645,046 $141,126 $786,172

20112011  61,834   14,586   76,420  
2012-20162012-2016  375,340   86,210   461,550  

The amount of cost recognized for defined contribution benefit plans was $14.3 million for 2006, $13.4 million for 2005 and $13.0 million for 20042004.

13. Postretirement and $11.5 million 2003.

11. POSTRETIREMENT AND POSTEMPLOYMENT BENEFITS  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 employees meet specified age and service requirements.

The Company's policy is to pay its portion of insurance premiums and claims under the above-mentioned plan from Company assets.

In addition, the Company contributes to a postretirement plan under the provisions of a collective bargaining agreement. The information included in this Note reflects, for all periods presented, a postretirement plan between the Company and its subsidiaries, on the one hand, and The New York Times Newspaper Guild, on the other. Prior to the fourth quarter of 2006, this postretirement plan was accounted for as a multi-employer plan. The Company has concluded that it should have been accounted for as a single-employer plan. Therefore, the Company has restated all prior periods to account for this plan under FAS 106 (see Note 2). The Company's postretirement liability to the Guild union employees is capped at the present value of expected future contributions allocated to retiree coverage under the col lective bargaining agreement.

In accordance with FAS 106, the Company accrues the costs of suchpostretirement benefits during the employees' active years of service.

The Company adopted FAS 158 on December 31, 2006. FAS 158 requires an entity to recognize the funded status of its postretirement plans on the balance sheet and to recognize changes in the funded status, that arise during the period but are not recognized as components of net periodic benefit cost, within other comprehensive income, net of income taxes. The 2006 disclosure below includes the recognition provisions of FAS 158. The following table provides the incremental effect of applying FAS 158 on individual balance sheet line items.

(in thousands) Pre-FAS 158
Adjustment
 FAS 158
Adoption
Adjustment
 Post-FAS 158
Adjustment
 
Current-
postretirement
benefits
obligation
 $  $(13,205) $(13,205) 
Deferred
income tax
asset(a)
     11,293   11,293  
Noncurrent-
postretirement
benefits
obligation
  (273,620)  16,880   (256,740) 
Accumulated
other
comprehensive
loss, net of
income taxes
     (14,968)  (14,968) 

(a)  Represents deferred tax asset netted within accumulated other comprehensive loss.

In accordance with the adoption of FAS 158, the Company recorded income of $3.7 million (before deferred taxes) to accumulated other comprehensive income. Included within this amount is an actuarial gain related to the Retiree Drug Subsidy (see below) which is non-taxable. Therefore, the deferred tax amount included in the table above does not include deferred taxes on the gain related to the Retiree Drug Subsidy.

Net periodic postretirement cost was as follows:


 
(In thousands)

 2005

 2004

 2003

 (In thousands) 2006 2005 2004 

 
Components of net periodic postretirement benefit cost:       
Components of net
periodic
postretirement
benefit cost
Components of net
periodic
postretirement
benefit cost
 
Service cost $6,920 $6,158 $10,031 Service cost $9,502  $8,736  $8,104  
Interest cost 12,210 11,539 15,948 Interest cost  14,668   14,594   14,393  
Expected return on
plan assets
Expected return on
plan assets
  (40)  (108)  (171) 
Recognized actuarial loss 2,639 1,582 4,116 Recognized actuarial loss  2,971   4,724   1,956  
Amortization of prior service cost (5,172) (5,405) (2,981)

 
Amortization of prior
service credit
Amortization of prior
service credit
  (7,176)  (6,176)  (6,409) 
Net periodic postretirement benefit cost $16,597 $13,874 $27,114 Net periodic
postretirement
benefit cost
 $19,925  $21,770  $17,873  

 

P.84 2006 ANNUAL REPORT – Notes to the Consolidated Financial Statements



The estimated actuarial loss and prior service credit that will be amortized from accumulated other comprehensive income into net periodic benefit cost over the next fiscal year is $3.6 million and $8.3 million, respectively.

In connection with collective bargaining agreements, the Company contributes to several 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, relate to postretirement benefits for plan participants.made in accordance with the formula in the relevant agreement. Postretirement costs related to these welfare plans are not reflected above and were $37.4approximately $24 million in 2006, $23 million in 2005 $31.6and $21 million in 2004 and $28.2 million in 2003.2004.

The accrued postretirement benefit liability and the change in benefit obligation as of December 20052006 and December 20042005 were as follows:


 
(In thousands)

 2005

 2004

 (In thousands) 2006 2005 

 
Change in benefit obligation:     
Benefit obligation at prior measurement date $217,878 $195,768 
Change in benefit obligationChange in benefit obligation 
Benefit obligation at beginning of yearBenefit obligation at beginning of year $284,646  $260,701  
Service cost 6,920 6,158 Service cost  9,502   8,736  
Interest cost 12,210 11,539 Interest cost  14,668   14,594  
Plan participants' contributions 2,370 2,544 Plan participants' contributions  2,855   2,370  
Plan amendmentsPlan amendments  (28,628)    
Benefits paidBenefits paid  (19,569)  (17,527) 
Medicare subsidies receivedMedicare subsidies received  905     
Actuarial loss 12,154 15,705 Actuarial loss  5,566   15,772  
Benefit obligation at the end of yearBenefit obligation at the end of year  269,945   284,646  
Change in plan assetsChange in plan assets 
Fair value of plan assets at
beginning of year
Fair value of plan assets at
beginning of year
  1,135   2,194  
Actual return on plan assetsActual return on plan assets  (178)  (467) 
Employer contributionsEmployer contributions  14,852   14,565  
Plan participants' contributionsPlan participants' contributions  2,855   2,370  
Benefits paid (14,801) (13,836)Benefits paid  (19,569)  (17,527) 

 
Benefit obligation at current measurement date 236,731 217,878 

 
Change in plan assets:     
Fair value of plan assets at prior measurement date   
Employer contribution 14,801 13,836 
Benefits paid (14,801) (13,836)

 
Fair value of plan assets at current measurement date   

 
Medicare subsidies receivedMedicare subsidies received  905     
Fair value of plan assets at end of yearFair value of plan assets at end of year     1,135  
Funded status (236,731) (217,878)Funded status  (269,945)  (283,511) 
Unrecognized actuarial loss 68,121 58,610 Unrecognized actuarial loss     74,207  
Unrecognized prior service cost (48,672) (53,845)

 
Unrecognized prior service creditUnrecognized prior service credit     (59,265) 
Net amount recognized $(217,282)$(213,113)Net amount recognized $(269,945) $(268,569) 

 
Amount recognized in the
Consolidated Balance Sheets
Amount recognized in the
Consolidated Balance Sheets
 
Current liabilitiesCurrent liabilities $(13,205) $  
Noncurrent liabilitiesNoncurrent liabilities  (256,740)    
Accrued benefit costAccrued benefit cost     (268,569) 
Net amount recognizedNet amount recognized $(269,945) $(268,569) 
Amount recognized in
Accumulated other
comprehensive income
Amount recognized in
Accumulated other
comprehensive income
 
Prior service creditPrior service credit $(80,718) $  
Actuarial lossActuarial loss  77,043     
TotalTotal $(3,675) $  

On January 1, 2004, amendments to the Company's postretirement plan became effective. These amendments included changes to the age and service eligibility requirements and an increase in deductibles, co-payments, and out-of-pocket maximum payments related to the medical prescription drug plans. The amendments resulted in a reduction of the Company's Accumulated Postretirement Benefit Obligation ("APBO") of $44.2 million that was treated as a negative prior service cost, and is being amortized beginning in 2004.

The Company adopted FASB Staff Position No. 106-2, in connection with the Medicare Prescription Drug Improvement and Modernization Act of 2003 ("Medicare Reform Act") which decreased the Company's APBO in the amount of $32.7 million. The decrease in the APBO was treated as a gain, and is being amortized beginning in 2004.

. Pursuant to the Medicare Reform Act, through December 2005, the Company integrated its postretirement benefit plan with Medicare (the



"Integration "Integration Method"). Under this option benefits paid by the Company are offset by Medicare. Beginning in 2006, the Company elected to receive the Medicare retiree drug subsidy ("Retiree Drug Subsidy") instead of the benefit under the Integration Method. The Company's accumulated benefit obligation was reduced by $47.5 million due to the Retiree Drug Subsidy.

The Retiree Drug Subsidy reduced net periodic postretirement benefit cost in 2006 as follows:

Service cost $2,060  
Interest cost  2,817  
Net amortization and deferral of actuarial loss  2,128  
Total $7,005  

In February 2006 the Company announced amendments, such as the elimination of retiree-medical benefits to new employees and the elimination of life insurance benefits to new retirees, to its postretirement benefit plan effective January 1, 2007. The amendmentsIn addition, effective February 1, 2007 certain retirees at the New England Media Group were moved to a new benefits plan. In connection with this change, the insurance premiums were reduced while benefits remained comparable to that of the previous benefits plan. These changes will reduce the future obligations and expense to the Company under this plan.these plans.

Weighted-average assumptions used in the actuarial computations to determine the postretirement benefit obligations as of December 20052006 and December 20042005 were as follows:



 2005
 2004


 2006 2005 
Discount rate 5.50% 5.75%Discount rate  6.00%  5.50% 
Estimated increase in compensation level 4.50% 4.50%Estimated increase in
compensation level
  4.50%  4.50% 

Weighted-average assumptions used in the actuarial computations to determine net periodic postretirement cost were as follows:



 2005
 2004
 2003


 2006 2005 2004 
Discount rate 5.75% 6.00% 6.50%Discount rate  5.50%  5.75%  6.00% 
Estimated increase in compensation level 4.50% 4.50% 4.50%Estimated increase in
compensation level
  4.50%  4.50%  4.50% 

Notes to the Consolidated Financial Statements – THE NEW YORK TIMES COMPANY P.85



The assumed health-care cost trend rates as of December 20052006 and December 2004,2005, were as follows:


 
 2005
 2004

Health-care cost trend rate assumed for next year:    
 Medical 7.00%-9.00% 7.25%-9.50%
 Prescription 11.50% 12.50%
Rate to which the cost trend rate is assumed to decline (ultimate trend rate) 5.00% 5.00%
Year that the rate reaches the ultimate trend rate 2013 2013

  2006 2005 
Health-care cost
trend rate assumed
for next year:
 
Medical  6.75%-8.50%  7.00%-9.00% 
Prescription  10.50%  11.50% 
Rate to which the cost
trend rate is assumed to
decline (ultimate trend rate)
  5.00%  5.00% 
Year that the rate reaches
the ultimate trend rate
  2013   2013  

Assumed health-care cost trend rates have a significant effect on the amounts reported for the health-care plans. A one-percentage point change in assumed health-care cost trend rates would have the following effects:


 
(In thousands)

 One-Percentage
Point Increase

 One-Percentage
Point Decrease

 

 
Effect on total service and interest cost for 2005 $3,453 $(2,779)
Effect on accumulated postretirement benefit obligation as of December 2005 $36,252 $(29,457)

 
  One-Percentage Point 
(In thousands) Increase Decrease 
Effect on total service and
interest cost for 2006
 $3,547  $(2,854) 
Effect on accumulated
postretirement benefit
obligation as of December 2006
 $32,094  $(25,766) 

In 2005, the Company changed its mortality assumption to the 1994 Group Annuity Mortality Table from the 1983 Group Annuity Mortality Table. This change was made by the Company to incorporate an updated mortality assumption to calculate its postretirement obligation.

The following benefit payments (net of plan participant contributions) under the Company's postretirement plan, which reflect expected future services, are expected to be paid:


(In thousands)

 Amount

(In thousands) Amount 

2006 $11,172
2007 11,5982007 $14,328  
2008 11,9452008  13,896  
2009 12,5282009  14,602  
2010 13,0512010  15,208  
2011-2015 75,391

Total benefit payments $135,685

20112011  15,783  
2012-20162012-2016  90,709  

The Company expects to receive cash payments of approximately $19$18 million related to the Retiree Drug Subsidy from 20062007 through 2015.2016. The benefit payments in the above table are not reduced for the Retiree Drug Subsidy.

In accordance with FAS No. 112, Employers' Accounting for Postemployment Benefits, the Company accrues the cost of certain benefits provided to former or inactive employees after employment but before retirement (such as workers' compensation, disability benefits and health-care continuation coverage) during the employees' active years of service. The accrued cost of these benefits is included in "Other Liabilities—Other" in the Company's Consolidated Balance Sheets and amounted to $9.8 million as of December 2006 and $10.1 million as of December 2005 and $8.8 million as of December 2004.2005.


12. OTHER LIABILITIES                                               14. Other Liabilities

The components of the "Other Liabilities—Other" balance in the Company's Consolidated Balance Sheets were as follows:



 December 
(In thousands)

 December
2005

 December
2004



 2006 2005 
Pension benefits obligation (see Note 10) $272,597 $202,330
Postretirement benefits obligation (see Note 11) 217,282 213,113
Deferred compensation (see below) 137,973 131,264Deferred compensation (see below) $142,843  $137,973  
Other liabilities 155,333 144,657Other liabilities  153,235   143,551  

Total $783,185 $691,364Total $296,078  $281,524  

Deferred compensation consists primarily of deferrals under a Company-sponsored deferred executive compensation plan (the "DEC plan"). The DEC plan obligation is recorded at fair market value and amounted towas $137.0 million as of December 2006 and $130.1 million as of December 2005 and $123.0 million as of December 2004.2005.

The DEC plan enables certain eligible executives to elect to defer a portion of their compensation on a pre-tax basis. The deferrals are initially for a period of a minimum of two years after which time taxable distributions must begin unless the period is extended by the participant. Employees' contributions earn income based on the performance of investment funds they select.

P.86 2006 ANNUAL REPORT – Notes to the Consolidated Financial Statements



The Company invests deferred compensation in life insurance products designed to closely mirror the performance of the investment funds that the participants select. The Company's investments in life insurance products are recorded at fair market value and are included in "Miscellaneous Assets" in the Company's Consolidated Balance Sheets, and amounted towere $137.6 million as of December 2006 and $129.3 million as of December 2005 and $121.9 million as of December 2004.2005.

Other liabilities in the preceding table above primarily include the Company's tax contingency and worker's compensation liability.

13. EARNINGS PER SHARE                                         15. Earnings Per Share

Basic and diluted earnings per share were as follows:


(In thousands, except per share data)

 2005

 2004

 2003


Basic earnings per share computation:         
 Numerator         
  Income from continuing operations $265,605 $292,557 $302,655
  Cumulative effect of a change in accounting principle, net of income taxes  (5,852)   

  Net income $259,753 $292,557 $302,655

 Denominator         
 Average number of common shares outstanding  145,440  147,567  150,285

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

  Net income $1.79 $1.98 $2.01

Diluted earnings per share computation:         
 Numerator         
  Income from continuing operations $265,605 $292,557 $302,655
  Cumulative effect of a change in accounting principle, net of income taxes  (5,852)   

  Net income $259,753 $292,557 $302,655

 Denominator         
  Average number of common shares outstanding  145,440  147,567  150,285
  Incremental shares for assumed exercise of securities  437  1,790  2,555

  Total shares  145,877  149,357  152,840

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

  Net Income $1.78 $1.96 $1.98


(In thousands, except per share data) 2006 2005 2004 
BASIC (LOSS)/EARNINGS PER SHARE COMPUTATION 
Numerator 
(Loss)/income from continuing operations $(568,171) $243,313  $264,985  
Discontinued operations, net of income taxes – Broadcast Media Group  24,728   15,687   22,646  
Cumulative effect of a change in accounting principle, net of income taxes     (5,527)    
Net (loss)/income $(543,443) $253,473  $287,631  
Denominator 
Average number of common shares outstanding  144,579   145,440   147,567  
(Loss)/income from continuing operations $(3.93) $1.67  $1.80  
Discontinued operations, net of income taxes – Broadcast Media Group  0.17   0.11   0.15  
Cumulative effect of a change in accounting principle, net of income taxes     (0.04)    
Net (loss)/income $(3.76) $1.74  $1.95  
DILUTED (LOSS)/EARNINGS PER SHARE COMPUTATION 
Numerator 
(Loss)/income from continuing operations $(568,171) $243,313  $264,985  
Discontinued operations, net of income taxes – Broadcast Media Group  24,728   15,687   22,646  
Cumulative effect of a change in accounting principle, net of income taxes     (5,527)    
Net (loss)/income $(543,443) $253,473  $287,631  
Denominator 
Average number of common shares outstanding  144,579   145,440   147,567  
Incremental shares for assumed exercise of securities     437   1,790  
Total shares  144,579   145,877   149,357  
(Loss)/income from continuing operations $(3.93) $1.67  $1.78  
Discontinued operations, net of income taxes – Broadcast Media Group  0.17   0.11   0.15  
Cumulative effect of a change in accounting principle, net of income taxes     (0.04)    
Net (loss)/income $(3.76) $1.74  $1.93  

The

In 2005 and 2004, the difference between basic and diluted shares is primarily due to the assumed exercise of stock options included in the diluted earnings per share computation. In 2006, potential common shares were not included in diluted shares because the loss from continuing operations makes them antidilutive.

Stock options with exercise prices that exceeded the fair market value of the Company's common stock had an antidilutive effect and, therefore, were excluded from the computation of diluted earnings per share. Approximately 27 million stock options with exercise prices ranging from $32.89 to $48.54 were excluded from the computation in 2005. Approximately 13 million stock options with exercise prices ranging from $44.23 to $48.54 were excluded from the computation in 2004. Approximately 10 million stock options with exercise prices ranging from of $46.02 to $47.25 were excluded from the computation in 2003.

14. STOCK-BASED AWARDS                                        16. Stock-Based Awards

Under the Company's 1991 Executive Stock Incentive Plan (the "1991 Executive Stock Plan") and the 1991 Executive Cash Bonus Plan (together, the "1991 Executive Plans"), the Board of Directors may authorize awards to key employees of cash, restricted and unrestricted shares of the Company's Class A Common Stock ("Common Stock"), retirement units (stock equivalents) or such other awards as the Board of Directors deems appropriate.

Notes to the Consolidated Financial Statements – THE NEW YORK TIMES COMPANY P.87



The 2004 Non-Employee Directors' Stock Incentive Plan (the "2004 Directors' Plan") provides for the issuance of up to 500,000 shares of Common Stock in the form of stock options or restricted stock awards. Under the 2004 Directors' Plan, each non-employee director of the Company has historically received annual grants of non-qualified options with 10-year terms to purchase 4,000 shares of Common Stock from the Company at the average market price of such shares on the date of grant. Additionally, shares of restricted stock may be granted byunder the Board of Directors.plan. Restricted stock has not been awarded under the 2004 Directors' Plan.

In December 2004, the FASB issued FAS 123-R. FAS 123-R is a revision of FAS No. 123, as amended, Accounting for Stock-Based Compensation ("FAS 123"), and supersedes APB 25. FAS 123-R eliminates the alternative of using the intrinsic value method of accounting that was provided in FAS 123, which generally resulted in no compensation expense recorded in the financial statements related to the issuance of stock options or shares issued under the Company's Employee Stock Purchase Plan ("ESPP"). FAS 123-R requires that the cost resulting from all share-based payment transactions be recognized in the financial statements. FAS 123-R establishes fair value as the measurement objective in accounting for share-based payment arrangements and requires all companies to apply a fair-value-based measurement method in accounting for generally all share-based payment transactions with employees.

At the beginning of 2005, the Company adopted FAS 123-R. While FAS 123-R was not required to be adopted until the first annual reporting period beginning after June 15, 2005, the Company elected to adopt it before the required effective date. The Company adopted FAS 123-R using a modified prospective application, as permitted under FAS 123-R. Accordingly, prior period amounts have not been restated. Under this application, the Company is required to record compensation expense for all awards granted after the date of adoption and for the unvested portion of previously granted awards that remain outstanding at the date of adoption.

Before the adoption of FAS 123-R, the Company applied APB 25 to account for its stock-based compensation expense. Under APB 25, the Company generally only recorded stock-based compensation expense for restricted stock and long-term incentive plan awards ("LTIP awards"). Under APB 25, the Company was not required to recognize compensation expense for the cost of stock options or shares issued under the Company's ESPP. In accordance with the adoption of FAS 123-R, the Company recordedrecords stock-based compensation expense for the cost of stock options, restricted stock units, restricted stock, shares issued under the ESPP (in 2005 only) and LTIP awards (together, "Stock-Based Awards"). Stock-based compensation expense in 2006 was $23.4 million ($13.6 million after tax or $.09 per basic and diluted share) and in 2005 was $32.2 million ($21.9 million after tax or $.15 per basic and diluted share).

FAS 123-R requires that stock-based compensation expense be recognized over the period from the date of grant to the date when the award is no longer contingent on the employee providing additional service (the "substantive vesting period"). The Company's 1991 Executive Stock Plan and the 2004 Directors' Plan provide that awards generally vest over a stated vesting period, and upon the retirement of an employee/Director. In



periods before the Company's adoption of FAS 123-R (pro forma disclosure only), the Company recorded stock-based compensation expense for awards to retirement-eligible employees over the awards' stated vesting period (the "nominal vesting period"). With the adoption of FAS 123-R, the Company will continue to follow the nominal vesting period approach for the unvested portion of awards granted before the adoption of FAS 123-R and follow the substantive vesting period approach for awards granted after the adoption of FAS 123-R.12 3-R.

The following table details the effect on net (loss)/income and loss/earnings per share had stock-based compensation expense for the Stock-Based Awards been recorded in years prior to 20052004 based on the fair-value method under FAS 123. The reported and pro forma net (loss)/income and loss/earnings per share for 2006 and 2005 in the table below are the same since stock-based compensation expense is calculated under the

P. 88 2006 ANNUAL REPORT – Notes to the Consolidated Financial Statements



provisions of FAS 123-R. These amounts for 2005 are included in the table below only to provide the detail for a comparative presentation to prior years.2004.


 
(Dollars in thousands,
except per share data)

 2005

 2004

 2003

 

 
Reported net income $259,753 $292,557 $302,655 

Add:

 

 

 

 

 

 

 

 

 

 
 Total stock-based compensation expense included in reported net income, net of related tax effects  21,850  1,478  1,220 

Deduct:

 

 

 

 

 

 

 

 

 

 
 Total stock-based compensation expense determined under fair-value method for all awards, net related tax effects  (21,850) (63,563) (52,925)

 
Pro forma net income $259,753 $230,472 $250,950 

 

Earnings per share:

 

 

 

 

 

 

 

 

 

 

 
Basic – reported $1.79 $1.98 $2.01 

 
Basic – pro forma $1.79 $1.56 $1.67 

 
Diluted – reported $1.78 $1.96 $1.98 

 
Diluted – pro forma $1.78 $1.54 $1.64 

 
(In thousands,
except per share data)
 2006 2005 2004 
Reported net (loss)/
income
 $(543,443) $253,473  $287,631  
Add 
Total stock-based
compensation expense
included in reported
net (loss)/income, net of
related tax effects
  13,584   21,850   1,478  
Deduct 
Total stock-based
compensation expense
determined under
fair-value method for
all awards, net of related
tax effects
  (13,584)  (21,850)  (63,563) 
Pro forma net
(loss)/income
 $(543,443) $253,473  $225,546  
(Loss)/earnings per share 
Basic – reported $(3.76) $1.74  $1.95  
Basic – pro forma $(3.76) $1.74  $1.53  
Diluted – reported $(3.76) $1.74  $1.93  
Diluted – pro forma $(3.76) $1.74  $1.51  

In June 2004 the Company accelerated the vesting of certain employee stock options where the exercise price of the stock options was above the Company's stock price. The acceleration of vesting resulted in additional stock-based compensation expense of $20.5 million (net of income taxes) that would have otherwise been reflected in the table above in periods after 2004 and $7.7 million in periods after 2005. The decrease in stock-based compensation expense in 2005 compared with prior years2004 is due to a series of actions taken by the Company over the past three years such as reducing awards granted to employees, accelerating the vesting of certain stock options in 2004 and changing the terms of future awards.

Had the Company not adopted FAS 123-R in 2005, stock-based compensation expense would have excluded the cost of stock options and shares issued under the ESPP. The incremental stock-based compensation expense for these awards, due to the adoption of FAS 123-R, caused income before income taxes and minority interest to decrease by $21.3 million, net income to decrease by $15.2 million and basic and diluted earnings per share to decrease by $.10 per share. In addition, in connection with the adoption of FAS 123-R, net cash provided by operating activities decreased and net cash provided by financing activities increased in 2005 by approximately $6 million related to excess tax benefits from Stock-Based Awards.

In 2005, the Company adopted FASB Staff Position FAS 123(R)-3, ("FSP 123-R"). FSP 123 (R)-3 allows a "short cut" method of calculating its pool of excess tax benefits ("APIC Pool") available to absorb tax deficiencies recognized subsequent to the adoption of FAS 123-R. The Company calculated its APIC Pool utilizing the short cut method under FSP 123 (R)3. The Company's APIC Pool is approximately $43 million as of December 31, 2006.

Stock Options

The 1991 Executive Stock Plan provides for grants of both incentive and non-qualified stock options principally at an option price per share of 100% of the fair market value of the Common Stock on the date of grant. Stock options have generally been granted with a 3-year vesting period and a 6-year term, or a 4-year vesting period and a 10-year term. The stock options vest in equal annual installments over the nominal vesting period or the substantive vesting period, whichever is applicable.

The 2004 Directors' Plan provides for grants of stock options to non-employee Directors at an option price per share of 100% of the fair market value of Common Stock on the date of grant. Stock options are granted with a 1-year vesting period and a 10-year term. The stock options vest over the nominal vesting period or the substantive vesting period, whichever is applicable. The Company's Directors are considered employees under the provisions of FAS 123-R.

Included inNotes to the Company's stock-based compensation expense in 2005 is a portion of the cost related to 2005, 2004 and 2001 stock option grants. The stock options granted before 2001 and those granted in 2002 and 2003 (accelerated vesting in June 2004) were fully vested as of the beginning of 2005.Consolidated Financial Statements – THE NEW YORK TIMES COMPANY P.89



Changes in the Company's stock options in 2006 were as follows:



 2005

 2004

 2003

 2006 
(Shares in thousands)

 Number of
Options

 Weighted
Average
Exercise Price

 Number of
Options

 Weighted
Average
Exercise Price

 Number of
Options

 Weighted
Average
Exercise Price

(Shares in thousands) Options Weighted
Average
Exercise
Price
 Weighted
Average
Remaining
Contractual
Term (Years)
 Aggregate
Intrinsic
Value
$(000s)
 

Options outstanding, beginning of year 30,799 $41 30,803 $40 29,055 $39Options outstanding, beginning of year  31,200  $41      
Granted 1,881 28 1,916 40 3,394 46Granted  2,676   24      
Exercised (848) 17 (1,600) 25 (1,337) 26Exercised  (813)  19      
Forfeited (632) 44 (320) 44 (309) 44Forfeited  (871)  43      

Options outstanding, end of year 31,200 41 30,799 41 30,803 40Options outstanding, end of year  32,192  $40   5  $1,414  

Options exercisable, end of year 28,067 $42 27,737 $41 20,132 $38Options exercisable, end of year  27,893  $42   5  $156  

The weighted average remaining contractual term was approximately 6 years for stock options outstanding and approximately 5 years for stock options exercisable as of December 2005.

The total intrinsic value (the excess of the market price over the exercise price) was approximately $6 million for stock options outstanding and exercisable as of December 2005. The total intrinsic value for stock options exercised in 2005 was approximately $4 million in 2006 and $13 million.million in 2005.

The amount of cash received from the exercise of stock options was approximately $14$16 million and the related tax benefit was approximately $6$2 million in 2005.2006.

The fair value of the stock options granted was estimated on the date of grant using a Black-ScholesBlack Scholes option valuation model that uses the assumptions noted in the following table. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant. Beginning in 2005, with the adoption of FAS 123-R, the expected life (estimated period of time outstanding) of stock options granted was estimated using the historical exercise behavior of employees for grants with a 10-year term. Stock options have historically been granted with this term, and therefore information necessary to make this estimate was available. The expected life of stock options granted with a 6-year term was determined using the average of the vesting period and term, an accepted method under the SEC's Staff Accounting Bulletin No. 107, Share-Based Payment. Expected volatility was based on historical volatility for a period equal to the stock option's expectedexp ected life, ending on the daydate of grant, and calculated on a monthly basis.



 2006 2005 2004 

 2005

 2004

 2003


 6-Year Term
3-Year Vesting

 10-Year Term
1-Year Vesting

 10-Year Term
4-Year Vesting

 6-Year Term
3-Year Vesting

 10-Year Term
1- & 4-Year Vesting

 10-Year Term
1- & 4-Year Vesting


Term (In years)Term (In years) 6 10 10 6 10 10 6 10 
Vesting (In years)Vesting (In years) 3 1 4 3 1 4 3 1 & 4 
Risk-free interest rate  4.40%  3.96%  4.40%  3.33%  3.62%  3.17%Risk-free interest rate  4.64%  4.87%  4.63%  4.40%  3.96%  4.40%  3.33%  3.62% 
Expected life  4.5 years  5.0 years  5.0 years  4.0 years  5.0 years  5.0 yearsExpected life  4.5 years   5 years   6 years   4.5 years   5 years   5 years   4 years   5 years  
Expected volatility  19.27%  19.66%  19.07%  19.09%  19.65%  27.79%Expected volatility  17.29%  19.20%  18.82%  19.27%  19.66%  19.07%  19.09%  19.65% 
Expected dividend yield  2.43%  2.11%  2.43%  1.50%  1.50%  1.23%Expected dividend yield  3.04%  2.65%  3.04%  2.43%  2.11%  2.43%  1.50%  1.50% 
Weighted average fair value $4.90 $6.28 $5.10 $6.64 $8.09 $12.25Weighted average fair value $3.65  $4.85  $4.38  $4.90  $6.28  $5.10  $6.64  $8.09  

P.90 2006 ANNUAL REPORT – Notes to the Consolidated Financial Statements



For grants prior to 2005 (before the adoption of FAS 123-R), the fair value for stock options with 10-year terms and different vesting periods was calculated on a combined basis. For grants made beginning in 2005, with the adoption of FAS 123-R, the fair value for stock options granted with different vesting periods was calculated separately.

Restricted Stock

The 1991 Executive Stock Plan also provides for grants of restricted stock. The Company did not grant restricted stock in 2005 or 2006 but rather granted restricted stock units (see below).units. Restricted stock vestsvest at the end of the nominal vesting period or the substantive vesting period, whichever is applicable. The fair value of restricted stock is the excess of the average market price of Common Stock at the date of grant over the exercise price, which is zero.


Changes in the Company's restricted stock in 2006 were as follows:



 2005

 2004

 2003

 2006 
(Shares in thousands)

 Restricted
Shares

 Weighted
Average
Grant-Date
Fair Value

 Restricted
Shares

 Weighted
Average
Grant-Date
Fair Value

 Restricted
Shares

 Weighted
Average
Grant-Date
Fair Value

(Shares in thousands) Restricted
Shares
 Weighted
Average
Grant-Date
Fair Value
 

Unvested restricted stock at beginning of period 741 $41 225 $45 190 $44Unvested restricted stock at
beginning of period
  711  $41  
Granted   521 40 35 46Granted       
Vested (15) 40    Vested  (122)  43  
Forfeited (15) 40 (5) 40  Forfeited  (20)  40  

Unvested restricted stock at end of period 711 $41 741 $41 225 $45Unvested restricted stock at
end of period
  569  $41  

The weighted average grant date fair value in 2004 was approximately $40.

Under the provisions of FAS 123-R, the recognition of deferred compensation, representing the amount of unrecognized restricted stock expense that is reduced as expense is recognized, at the date restricted stock is granted, is no longer required. Therefore, in the first quarter of 2005, the amount that had been in "Deferred compensation" in the Consolidated Balance Sheet was reversed to zero.

Restricted Stock Units

The 1991 Executive Stock Plan also provides for grants of other awards, including restricted stock units. In 2005 and 2006, the Company granted restricted stock units with a 3-year vesting period and a 5-year vesting period. Each restricted stock unit represents the Company's obligation to deliver to the holder one share of Common Stock upon vesting. Restricted stock units vest at the end of the nominal vesting period or the substantive vesting period, whichever is applicable. The fair value of restricted stock units is the excess of the average market price of Common Stock at the date of grant over the exercise price, which is zero.

The Company granted approximately 530,000Changes in the Company's restricted stock units with ain 2006 were as follows:

  2006 
(Shares in thousands) Restricted
Stock Units
 Weighted
Average
Grant-Date
Fair Value
 
Unvested restricted stock units
at beginning of period
  530  $27  
Granted  270   24  
Vested  (63)  26  
Forfeited  (18)  27  
Unvested restricted stock units
at end of period
  719  $26  

The weighted average grant date fair value of $27.45.in 2005 was approximately $27.

ESPP

Under the ESPP, participating employees purchase Common Stock through payroll deductions. Employees may withdraw from an offering before the purchase date and obtain a refund of the amounts withheld through payroll deductions plus accrued interest.

In 2006, there was one 12-month offering with an undiscounted purchase price, set at 100% of the average market price on December 29, 2006. With these modifications, the ESPP is not considered a compensatory plan, and therefore compensation expense was not recorded for shares issued under the ESPP in 2006.

In 2005, there were two 6-month ESPP offerings with a purchase price set at a 15% discount of the average market price at the beginning of the offering period. The January offering began January 1, 2005, and ended June 25, 2005, while the June offering period began June 26, 2005, and ended December 24, 2005. The purchase price was $35.08 for the January offering and $26.40 for the June offering. There were no shares issued under the 2005 offerings because the market price of the stock on the purchase date was lower than the offering price. Participants' contributions (plus accrued interest) were automatically refunded under the terms of the offerings.

In 2004 and prior offerings, the offering period was generally 12 months and the purchase price was the lesser of 85% of the average market price of the Common Stock on the date the offering commenced or the date the offering ended. Approximately 1 million shares were issued under the ESPP in each of 2004 and 2003.2004.

Notes to the Consolidated Financial Statements – THE NEW YORK TIMES COMPANY P.91



The fair value of the offerings was estimated on the date of grant using a Black-Scholes option valuation model that uses the assumptions noted in the following table. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant. Expected volatility was based on the implied volatility on the day of grant.


 
 2005
January

 2005
June

 2004

 2003


Risk-free interest rate  2.36%  3.25%  1.27%  1.79%
Expected life  6 months  6 months  1.2 years  1.2 years
Expected volatility  21.39%  21.46%  28.63%  30.82%
Expected dividend yield  1.51%  2.12%  1.75%  1.46%
Weighted-average fair value $6.65 $5.04 $8.13 $9.69


  2005   
  January June 2004 
Risk-free interest rate  2.36%  3.25%  1.27% 
Expected life  6 months   6 months   1.2 years  
Expected volatility  21.39%  21.46%  28.63% 
Expected dividend yield  1.51%  2.12%  1.75% 
Weighted-average fair value $6.65  $5.04  $8.13  

The 2006 ESPP is one 12-month offering and the Company will no longer offer a discount from the purchase price, which will be 100% of the average market price on December 26, 2006. With these modifications, the ESPP will no longer be considered a compensatory plan, and therefore compensation expense will not be recorded for shares issued under the ESPP in 2006.

LTIP Awards

The Company's 1991 Executive Plans provide for grants of cash awards to key executives payable at the end of a multi-year performance period. The target award is determined at the beginning of the period and can increase to a maximum of 175% of the target or decrease to zero.

For awards granted for cycles beginning prior to 2006, the actual payment, if any, is based on a key performance measure, Total Shareholder Return ("TSR"). TSR is calculated as stock appreciation plus reinvested dividends. At the end of the period, the LTIP payment will be determined by comparing the Company's TSR to the TSR of a predetermined peer group of companies. For awards granted for the cycle beginning in 2006, the actual payment, if any, will depend on two performance measures. Half of the award is based on the TSR of a predetermined peer group of companies during the performance period and half is based on the percentage increase in the Company's revenue in excess of the percentage increase in costs and expenses during the same period. Achievement with respect to each element of the award is independent of the other. All payments are subject to approval by the Board's Compensation Committee.

The LTIP awards based on TSR are classified as liability awards under the provisions of FAS 123-R because the Company incurs a liability, payable in cash, indexed to the Company's stock price. The LTIP award liability is measured at its fair value at the end of each reporting period and, therefore, will fluctuate based on the operating results and the performance of the Company's TSR relative to the peer group's TSR.

Based on an independent valuation of its LTIP awards, the Company recorded an expense of $0.8 million in 2006 and a favorable adjustment of $2.4 million in 2005. The fair value of the LTIP awards was calculated by comparing the Company's TSR against a predetermined peer group's TSR over the performance period. The LTIP awards are valued using a Monte Carlo simulation. This valuation technique includes estimating the movement of stock prices and the effects of volatility, interest rates, and dividends. These assumptions are based on historical data points and are taken from market data sources. The payout of the LTIP awards are based on relative performance; therefore, correlations in stock price performance among the peer group companies also factor into the valuation. There were no LTIP awards paid in 2006 and 2005 in connection with the performance period ending in 2005 or 2004.

In December 2005,For awards granted for the Company granted key executivescycle beginning in 2007, the actual payment, if any, will no longer have a performance measure based on TSR. Thus, LTIP awards granted for the 2006-2010 year cycle commencing January 2006.beginning in 2007 will not be classified as liability awards.


As of December 2005,2006, unrecognized compensation expense related to the unvested portion of the Company's Stock-Based Awards was approximately $37$31 million and is expected to be recognized over a weighted-average period of approximately 3 years.

The Company generally issues shares for the exercise of stock options from unissued reserved shares and issues shares for restricted stock units and shares under the ESPP from treasury shares. The Company generally repurchases enough Common Stock to offset shares issued for the Stock-Based Awards.


Shares of Class A Common Stock reserved for issuance were as follows:



 December 
(In thousands)

(In thousands)

 December
2005

 December
2004

(In thousands) 2006 2005 

Stock optionsStock options    Stock options 
Outstanding 31,200 30,799
Available 5,880 7,129

OutstandingOutstanding  32,192   31,200  
AvailableAvailable  4,075   5,880  
Employee Stock Purchase PlanEmployee Stock Purchase Plan    Employee Stock Purchase Plan 
Available 7,992 7,993

Restricted stock, restricted stock units, retirement units and other awards    
Outstanding 633 113
Available 644 1,159

Total    
Outstanding 31,833 30,912
Available 14,516 16,281

AvailableAvailable  7,992   7,992  
Restricted stock units,
retirement units and other
awards
Restricted stock units,
retirement units and other
awards
 
OutstandingOutstanding  750   633  
AvailableAvailable  474   644  
Total OutstandingTotal Outstanding  32,942   31,833  
Total AvailableTotal Available  12,541   14,516  

P. 92 2006 ANNUAL REPORT – Notes to the Consolidated Financial Statements



In addition to the shares available in the table above, as of December 20052006 and December 2004,2005, there were approximately 834,000833,000 and 840,000834,000 shares of Class B Common Stock available for conversion into shares of Class A Common Stock.

15. CAPITAL STOCK                                                      17. Stockholders' Equity

Shares of the Company's Class A and Class B Common Stock are entitled to equal participation in the event of liquidation and in dividend declarations. The Class B Common Stock is convertible at the holders' option on a share-for-share basis into Class A Common Stock. Upon conversion, the previously outstanding shares of Class B Common Stock are automatically and immediately retired, resulting in a reduction of authorized Class B Common Stock. As provided for in the Company's Certificate of Incorporation, the Class A Common Stock has limited voting rights, including the right to elect 30% of the Board of Directors, and the Class A and Class B Common Stock have the right to vote together on the reservation of Company shares for stock options and other stock-based plans, on the ratification of the selection of a registered public accounting firm and, in certain circumstances, on acquisitions of the stock or assets of other companies. Otherwise, except as provided by the laws of the State of New York, all voting power is vested solely and exclusively in the holders of the Class B Common Stock.

The Adolph Ochs family trust holds 88% of the Class B Common Stock and as a result, has the ability to elect 70% of the Board of Directors and to direct the outcome of any matter that does not require a vote of the Class A Common Stock.

The Company repurchases Class A Common Stock under its stock repurchase program from time to time either in the open market or through private transactions. These repurchases may be suspended from time to time or discontinued. The Company repurchased 2.2 million shares in 2006 at an average cost of $23.67 per share, 1.7 million shares in 2005 at an average cost of $33.08 per share and 6.8 million shares in 2004 at an average cost of $42.79 per share and 4.6 million shares in 2003 at an average cost of $44.83 per share. The cost associated with these repurchases were $51.1 million in 2006, $57.2 million in 2005 and $293.0 million in 2004 and $205.82004.

The Company retired 3.7 million shares from treasury stock in 2006. The 2006 retirement resulted in a reduction of $154.2 million in 2003.treasury stock, $0.4 million in Class A Common Stock, $93.2 million in additional paid-in capital and $60.6 million in retained earnings.

The Company did not retire any shares from treasury stock in 2005 or 2003.2005. The Company retired 9.2 million shares from treasury stock in 2004. The 2004 retirement resulted in a reduction of $405.3 million in treasury stock, $0.9 million in Class A Common Stock, $96.0 million in additional paid-in capital and $308.4 million in retained earnings.

The Board of Directors is authorized to set the distinguishing characteristics of each series of preferred stock 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.

16. SEGMENT INFORMATION                                    18. Segment Information

The Company's reportable segments consist of the News Media Group and About.com. These segments are evaluated regularly by key management in assessing performance and allocating resources.

In November 2005,September 2006, the Company acquired KAUT-TV. KAUT-TVCalorie-Count, which is included in the results of About.com.

In August 2006, the BroadcastCompany acquired Baseline. Baseline is included in the results of NYTimes.com, which is part of the News Media Group.

In March 2005, the Company acquired About, Inc. About.com is a separate reportable segment of the Company.

In February 2005, the Company acquired North Bay. North Bay is included in the results of the News Media Group under the Regional Media Group.


The results of KAUT-TV,Calorie-Count, Baseline, About.com and North Bay have been included in the Company's Consolidated Financial Statements since thetheir respective acquisition date.

The acquisitions discussed above did not have a material impact on the Company's Consolidated Financial Statement for the periods presented herein.dates.

Beginning in fiscal 2005, the results of the Company's two New York City radio stations, WQXR-FM and WQEW-AM, formerly part of the Broadcast Media Group (now a discontinued operation (see Note 5), are included in the results of the News Media Group as part of The New York Times Media Group. WQXR, the Company's classical music radio station, is working with The New York Times News Services division to expand the distribution of Times-branded news and information on a variety of radio platforms, through The Times's own resources and in collaboration with strategic partners. WQEW receives revenues under a time brokerage agreement with ABC,Radio Disney New York, LLC (ABC, Inc.'s successor in interest), which currently provides substantially all of WQEW's programming.programming (see Note 20 for information on the anticipated sale of WQEW). 2004 and 2003 haveinformation has been reclassified to conform with the 2005current presentation.

The Company's reportable segments consist ofNotes to the News Media Group, the Broadcast Media Group and About.com. These segments are evaluated regularly by key management in assessing performance and allocating resources.Consolidated Financial Statements – THE NEW YORK TIMES COMPANY P.93



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

Below is a description of the Company's reportable segments:

News Media Group

The New York Times Media Group, which includes The New York Times, NYTimes.com, the IHT and the two New York City radio stations; the New England Media Group, which includes The Bostonthe Globe, (the "Globe"), Boston.com and the Worcester Telegram & Gazette; and the Regional Media Group, consisting of 15 otherwhich includes 14 daily newspapers and their related digital businesses.

Broadcast Media Group–About.com

Nine network-affiliated television stations and their related digital operations.

About.com

An is an online consumer information provider.

The Company's Statements of IncomeOperations by segment and Corporate were as follows:


 
(In thousands)

 2005

 2004

 2003

 

 
REVENUES          
News Media Group $3,189,772 $3,158,015 $3,098,004 
Broadcast Media Group  139,055  145,627  129,196 
About.com  43,948     

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

 
OPERATING PROFIT (LOSS)          
News Media Group $373,639 $520,851 $558,129 
Broadcast Media Group  27,141  38,383  28,642 
About.com  11,685     
Corporate  (54,357) (49,281) (47,221)
Gain on sale of assets  122,946     

 
Total $481,054 $509,953 $539,550 

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

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

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

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

 

(In thousands) 2006 2005 2004 
Revenues 
News Media Group $3,209,704  $3,187,180  $3,159,412  
About.com (from March 18, 2005)  80,199   43,948     
Total $3,289,903  $3,231,128  $3,159,412  
Operating (Loss)/Profit 
News Media Group $317,157  $360,633  $511,117  
About.com (from March 18, 2005)  30,819   11,685     
Corporate  (54,154)  (52,768)  (48,504) 
Impairment of intangible assets (see Note 4)  (814,433)       
Gain on sale of assets     122,946     
Total $(520,611) $442,496  $462,613  
Net income from joint ventures  19,340   10,051   240  
Interest expense, net  50,651   49,168   41,760  
Other income     4,167   8,212  
(Loss)/income from continuing operations before income
taxes and minority interest
  (551,922)  407,546   429,305  
Income taxes  16,608   163,976   163,731  
Minority interest in net loss/(income) of subsidiaries  359   (257)  (589) 
(Loss)/income from continuing operations  (568,171)  243,313   264,985  
Discontinued operations, net of income taxes –
Broadcast Media Group
  24,728   15,687   22,646  
Cumulative effect of a change in accounting principles,
net of income taxes
     (5,527)    
Net (loss)/income $(543,443) $253,473  $287,631  

Operating profit for the News Media Group and Corporate included a charge of $57.1$34.2 million and $0.7$0.1 million, respectively, in 20052006 related to staff reduction expenses (see Note 6)8). In 2003, operating profit for the News Media Group included a $14.1 million benefit related

P.94 2006 ANNUAL REPORT – Notes to the reimbursement of remediation expenses at one of the Company's printing plants.Consolidated Financial Statements



Advertising, circulation and other revenue, by division of the News Media Group, were as follows:


(In thousands)

(In thousands)

 2005

 2004

 2003

(In thousands) 2006 2005 2004 

The New York Times Media GroupThe New York Times Media Group      The New York Times Media Group 
Advertising $1,264,760 $1,220,664 $1,195,691
Circulation 615,508 615,891 623,061
Other 157,037 165,005 168,045

Total $2,037,305 $2,001,560 $1,986,797

AdvertisingAdvertising $1,268,592  $1,262,168  $1,222,061  
CirculationCirculation  637,094   615,508   615,891  
OtherOther  171,571   157,037   165,005  
TotalTotal $2,077,257  $2,034,713  $2,002,957  
New England Media GroupNew England Media Group      New England Media Group 
Advertising $467,608 $481,615 $464,472
Circulation 170,744 181,009 174,634
Other 36,991 37,971 34,402

Total $675,343 $700,595 $673,508

AdvertisingAdvertising $425,743  $467,608  $481,615  
CirculationCirculation  163,019   170,744   181,009  
OtherOther  46,572   36,991   37,971  
TotalTotal $635,334  $675,343  $700,595  
Regional Media GroupRegional Media Group      Regional Media Group 
Advertising $367,522 $349,702 $333,769
Circulation 87,723 87,095 88,072
Other 21,879 19,063 15,858

Total $477,124 $455,860 $437,699

AdvertisingAdvertising $383,207  $367,522  $349,702  
CirculationCirculation  89,609   87,723   87,095  
OtherOther  24,297   21,879   19,063  
TotalTotal $497,113  $477,124  $455,860  
Total News Media GroupTotal News Media Group      Total News Media Group 
Advertising $2,099,890 $2,051,981 $1,993,932
Circulation 873,975 883,995 885,767
Other 215,907 222,039 218,305

Total $3,189,772 $3,158,015 $3,098,004

AdvertisingAdvertising $2,077,542  $2,097,298  $2,053,378  
CirculationCirculation  889,722   873,975   883,995  
OtherOther  242,440   215,907   222,039  
TotalTotal $3,209,704  $3,187,180  $3,159,412  

The Company's segment and Corporate depreciation and amortization, capital expenditures and assets reconciled to consolidated amounts were as follows:


(In thousands)

 2005

 2004

 2003

(In thousands) 2006 2005 2004 

DEPRECIATION AND AMORTIZATION      
Depreciation and AmortizationDepreciation and Amortization 
News Media Group $119,293 $124,640 $127,704News Media Group $143,671  $119,293  $124,640  
Broadcast Media Group 8,289 8,447 8,835
About.com 9,165  About.com  11,920   9,165     
Corporate 7,022 9,441 9,191Corporate  6,740   7,022   9,441  

Total $143,769 $142,528 $145,730Total $162,331  $135,480  $134,081  

CAPITAL EXPENDITURES      
Capital ExpendituresCapital Expenditures 
News Media Group $217,312 $199,890 $159,657News Media Group $343,776  $217,312  $199,890  
Broadcast Media Group 7,962 7,074 5,983
About.com 1,713  About.com  3,156   1,713     
Corporate 2,522 4,252 1,610Corporate  5,881   2,522   4,252  

Total $229,509 $211,216 $167,250Total $352,813  $221,547  $204,142  

ASSETS      
AssetsAssets 
News Media Group $3,240,385 $3,116,369 $2,943,275News Media Group $2,537,031  $3,273,175  $3,163,066  
Broadcast Media Group 392,915 355,496 359,149
Broadcast Media Group (see Note 5)Broadcast Media Group (see Note 5)  391,209   392,915   355,496  
About.com 419,004  About.com  416,811   419,004     
Corporate 242,364 259,083 271,822Corporate  365,752   240,615   257,084  
Investments in joint ventures 238,369 218,909 227,470Investments in joint ventures  145,125   238,369   218,909  

Total $4,533,037 $3,949,857 $3,801,716Total $3,855,928  $4,564,078  $3,994,555  

Notes to the Consolidated Financial Statements – THE NEW YORK TIMES COMPANY P.95



17. COMMITMENTS AND CONTINGENT              
LIABILITIES
19. Commitments and Contingent Liabilities

New Headquarters Building

The Company is in the process of constructing a 1.54 million square foot condominium office building (the "Building") in New York City that will serve as its new headquarters.

In December 2001, a wholly owned subsidiary of the Company ("NYT") and FC Lion LLC (a partnership between an affiliate of the Forest City Ratner Companies and an affiliate of ING Real Estate, "FC")Estate) became the sole members of The New York Times Building LLC (the "Building Partnership"), a partnershipNew York limited liability company established for the purpose of constructing the Building.

TheIn August 2006, the Building was converted to a leasehold condominium, and NYT and FC Lion LLC each acquired ownership of its respective leasehold condominium units. Also in August 2006, Forest City Ratner Companies purchased the ownership interest in FC Lion LLC of the ING Real Estate affiliate. In turn, FC Lion LLC assigned its ownership interest in the Building Partnership is a New York limited liability company and a separatethe FC Lion LLC condominium units to FC Eighth Ave., LLC ("FC").

NYT's condominium interests represent approximately 58% of the Building, and distinct legal entity from the Company.FC's condominium interests represent approximately 42%. NYT's and FC's percentage interests in the Building Partnership are also approximately 58% and 42%. DueThe Building Partnership will remain in effect until substantial completion of the Building's core and shell.

Before the Building was converted to a leasehold condominium, the leasehold interest in the Building was held by the Building Partnership, and, because of the Company's majority interest, 100% of the financial position and results of operations of the Building Partnership are consolidated with those of the Company, and FC's minority interest in the Building Partnership, isFC's interest in the Building was consolidated in the Company's financial statements. As a result of the Building's conversion to a leasehold condominium, the Building Partnership no longer holds any leasehold interest in the Building, and, as a result, FC's condominium units and capital expenditures (see below) are not consolidated in the Company's financial statements. Accordingly, the assets and interest in the Building Partnership attributable to FC, which were included in "Property, plant and equipment" and "Minority Interest"Interest," were reversed and are no longer included in the Company's Consolidated Balance SheetsSheet as of December 2005 and December 2004, and in "Minority interest in net (income)/loss of subsidiaries" in the Consolidated Statements of Income for 2005, 2004 and 2003.2006.

In December 2001, the Building Partnership entered into a land acquisition and development agreement ("LADA") for the Building site with a New York State agency, which subsequently acquired title to the site through a condemnation proceeding. Pursuant to the LADA, the Building Partnership was required to fund all costs of acquiring the Building site, including the purchase price of approximately $86 million, and certain additional amounts ("excess site acquisition costs") to be paid in connection with the condemnation proceeding. NYT and FC were required to post letters of credit for these acquisition costs. As of December 2005,2006, approximately $16$14 million remained undrawn on a letter of credit posted by the Company on behalf of NYT and approximately $12$11 million remained undrawn on a letter of credit posted by Forest City Enterprises, Inc. ("FCE") on behalf of FC.

On September 24, 2003, the Building Partnership obtained vacant possession of the Building site, and theThe New York State agency leased the site to the Building Partnership under a 99-year lease (the "Ground Lease") dated December 12, 2001. Concurrently, the Building Partnership entered into 99-year subleases with NYT and FC Lion LLC with respect to their portions of the Building (the "Ground Subleases"). On September 24, 2003, the New York State agency conveyed vacant possession of the Building site to the Building Partnership.

In connection with the condominium declaration, the Building Partnership's interest as lessee under the Ground Lease and as lessor under the Ground Subleases was assigned to the New York State agency, and the Ground Subleases now constitute direct subleases between the New York State agency, as landlord, and NYT and FC, respectively, as tenants.

Under the terms of the Ground Lease,Subleases, no fixed rent is payable, but the Building Partnership is required toNYT and FC, respectively, must make payments in lieu of real estate taxes ("PILOT"), pay percentage (profit) rent with respect to retail portions of the Building, and make certain other payments over the term of the Ground Lease. The Building Partnership receivesSubleases. NYT and FC receive credits for itsallocated excess site acquisition costs against 85% of the PILOT payments. The Ground Lease gives the Building PartnershipSubleases give NYT and FC, or its designeetheir designees, the option to purchase the Building, sitewhich option must be exercised jointly, at any time after the initial 29 years of the term of the Ground Subleases for nominal consideration. Pursuant to the condominium declaration, NYT has the sole right to determine when the purchase option will be exercised, provided that FC may require the exercise of the purchase option if NYT has not done so within five years prior to the expiration of the 99-year terms of the Ground Subleases.

In August 2004, the Building Partnership commenced construction of the Building and, under the Ground Lease, isSubleases, NYT and FC are required to complete construction of the Building's core and shell within 36 months following construction commencement, subject to certain extensions. The Company

P. 96 2006 ANNUAL REPORT – Notes to the Consolidated Financial Statements



and FCE have guaranteed the Building Partnership's obligation to complete construction of the Building in accordance with the Ground Lease.Subleases.

Pursuant to the Operating Agreement of the Building Partnership, dated December 12, 2001, andas amended June 25, 2004, August 15, 2006, and January 29, 2007 (the "Operating Agreement"), the funds for construction of the Building are being provided through a construction loan and capital contributions of NYT and FC. On June 25, 2004, the Building Partnership closed a construction loan with Capmark Finance, Inc. (formerly GMAC Commercial Mortgage CorporationCorporation) (the "construction lender"), which will provideis providing a non-recourse loan of up to $320 million (the "construction loan"), secured by the Building, for construction of the Building's core and shell as well as other development costs. NYT has elected not to borrow any portion of its share of the total costs of the Building through this construction loan and, instead, has made and will make capital contributions to the Building Partnership for its share of Building costs. The Company will fund such contributions from cash from operations and external financing sources. FC's share of the total costs of the Building will beare being funded through capital contributions and the construction loan.


In connection with the condominium declaration, the Building Partnership, NYT and FC became co-borrowers under the construction loan, secured by NYT's and FC's respective condominium interests. As a co-borrower, the Company was required to record the amount outstanding of the construction loan on its financial statements (see Note 9). The Company also recorded a receivable, due from its development partner, for the same amount outstanding under the construction loan (see Note 9). As of December 2006, $124.7 million was outstanding under the construction loan.

Under the terms of the Operating Agreement and the construction loan, NYT iswas required to fund all of its construction equity related to construction of the core and shell as well as other development costs prior to the funding of the construction loan. AsIn May 2006, NYT completed the funding of December 2005, NYT's remainingits required construction equity requirement relatedand FC began drawing down on the construction loan to constructionpay its share of the core and shell as well as other development costs was approximately $64 million. This requirement has been guaranteed by the Company and was backed by a standby letter of credit which declined on a monthly basis to zero as of December 31, 2005.costs. Because NYT is fundingfunded its construction equity first, a portion of thoseits funds has beenwas used to fund FC's share of Building costs (the "FC funded share") prior to commencement of funding of the construction loan. The FC funded share bears interest at the construction loan rate and will beis being repaid to NYT out of construction loan draws. FC's interest in the Building Partnership hasand all of the membership interests in FC have been pledged to NYT to secure repayment of the FC funded share.

The construction loan, made through a building loan agreement and a project loan agreement, bears interest at an initial annual rate of LIBOR plus 265 basis points and will mature on July 1, 2008, subject to the Building Partnership'sborrowers' right to extend the maturity date for two six-month periods upon the satisfaction of certain terms and conditions. FCE has provided the construction lender with a guaranty of completion with respect to the Building conditioned upon the availability of the construction loan and NYT construction capital contributions. In addition, the Company has provided the construction lender with a guaranty of NYT's obligation to complete the interior construction of the NYT portions of the Building.

Upon substantial completion of the Building's core and shell, the Building will be converted to a leasehold condominium, and the Building Partnership will be dissolved. At such time, ownership of the leasehold condominium units will transfer from the Building Partnership to NYT and FC.

Under the terms of the Operating Agreement and the construction loan, the lien of the construction loan willwas scheduled to be released from the NYT condominium units upon substantial completion of the Building's core and shell but willwas to remain upon the FC condominium units until the construction loan iswas repaid in full. If FC iswas unable to obtain other financing to repay the construction loan upon substantial completion of the Building's core and shell, the agreements required the Company is required to make a loan (the "extension loan") to FC of approximately $119.5 million to pay a portion of the construction loan balance. The extension

In January 2007, the construction loan will havewas amended, and NYT was released as a maturity dateborrower, its condominium units were released from the related lien, and the Company was released from a guarantee of five years following substantial completionNYT's obligation to complete the interior construction of the core and shellCompany's portions of the Building bear interest at 1% per annum in excessas well as its guarantee of certain non-recourse carve-outs. The Company was also released from its obligation to make the constructionextension loan rate, and be secured by a second mortgage lien on the FC condominium units.(see Note 20).

ActualThe Company's actual and anticipated capital expenditures in connection with the Building, net of proceeds from the sale of itsthe Company's existing headquarters, including both core and shell and interior construction costs, are detailed in the table below.

Capital Expenditures

(In millions)

 NYT

 FC

 Total


2001-2005 $241 $184 $425

2006 $240-$270 $130-$150 $370-$420

2007 $120-$128 $86-$95 $206-$223

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

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

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

Capital Expenditures

(In millions) NYT 
2001-2006  $434  
2007  $170-$190  
Total $604-$624  
Less: net sale proceeds(1) $106  
Total, net of sale proceeds $498-$518(2)  

(a)(1)

Represents cash proceeds from the sale of the Company's existing headquarters (see Note 6)8), net of income taxes and transaction costs. This amount is not net of the Company's future rental payments associated with the leaseback.

(b)(2)

Includes estimated capitalized interest and salaries of $45$40 to $55$50 million.

Notes to the Consolidated Financial Statements – THE NEW YORK TIMES COMPANY P.97



FC's capital expenditures were consolidated in the Company's financial statements through August 2006, when the Building was converted to a leasehold condominium. FC's actual capital expenditures from 2001 through August 2006 were approximately $239 million.

Operating Leases

SuchOperating lease commitments are primarily for office space and equipment. Certain office space leases provide for rent adjustments relating to changes in real estate taxes and other operating expenses.

Rental expense amounted to $35.0 million in 2006, $35.8 million in 2005 and $32.9 million in 2004 and $33.1 million in 2003.2004. The approximate minimum rental commitments under noncancelable leases as of December 20052006 were as follows:


(In thousands)

 Amount


2006 $28,371
2007  18,619
2008  10,543
2009  9,719
2010  7,710
Later years  41,340

Total minimum lease payments $116,302


(In thousands) Amount 
2007 $19,432  
2008  10,618  
2009  9,219  
2010  6,641  
2011  5,815  
Later years  35,213  
Total minimum lease payments $86,938  

The table above includes lease payments in connection with the leaseback of the Company's existing headquarters.

Capital Leases

Future minimum lease payments for all capital leases, and the present value of the minimum lease payments as of December 2005,2006, were as follows:


 
(In thousands)

 Amount

 (In thousands) Amount 

 
2006 $7,399 
2007 7,038 2007 $7,867  
2008 7,765 2008  9,099  
2009 9,038 2009  9,595  
2010 9,552 2010  9,558  
20112011  9,552  
Later years 86,018 Later years  74,020  

 
Total minimum lease payments 126,810 Total minimum lease payments  119,691  
Less: imputed interest (48,842)Less: imputed interest  (43,229) 

 
Present value of net minimum lease payments including current maturities $77,968 Present value of net minimum lease payments
including current maturities
 $76,462  

 

Guarantees

The Company has outstanding guarantees on behalf of a third party that provides circulation customer service, telemarketing and home-delivery services for The Times and the Globe (the "circulation servicer"), and on behalf of two third parties that provide printing and distribution services for The Times's National Edition (the "National Edition printers"). In accordance with GAAP, contingent obligations related to these guarantees are not reflected in the Company's Consolidated Balance Sheets as of December 20052006 and December 2004.2005.

The Company has guaranteed the payments under the circulation servicer's credit facility and any miscellaneous costs related to any default thereunder (the "credit facility guarantee"). The total amount of the credit facility guarantee was approximately $20 million as of December 2005.2006. The amount outstanding under the credit facility, which expiresexpired in April 2006 and is renewable,was renewed, was approximately $18$17 million as of December 2005.2006. The credit facility guarantee was made by the Company to allow the circulation servicer to obtain more favorable financing terms. The circulation servicer has agreed to reimburse the Company for any amounts the Company pays under the credit facility guarantee and has granted the Company a security interest in all of its assets to secure repayment of any amounts the Company pays under the credit facility guarantee.

In addition, the Company has guaranteed the payments of two property leases of the circulation servicer and any miscellaneous costs related to any default thereunder (the "property lease guarantees"). The total amount of the property lease guarantees was approximately $3$2 million as of December 2005.2006. One property lease expires in June 2008 and the other expires in May 2009. The property lease guarantees were made by the Company to allow the circulation servicer to obtain space to conduct business.

The Company would have to perform the obligations of the circulation servicer under the credit facility and property lease guarantees if the circulation servicer defaulted under the terms of its credit facility or lease agreements.

The Company has guaranteed a portion of the payments of an equipment lease of a National Edition printer and any miscellaneous costs related to any default thereunder (the "equipment lease guarantee"). The total amount of the equipment lease guarantee was approximately $3$2 million as of December 2005.2006. The equipment lease expires in March 2011 but is cancelable in March 2006.2011. The Company made the equipment lease guarantee to allow the National Edition printer to obtain lower cost of lease financing.

The Company has also guaranteed certain debt of one of the two National Edition printers and any miscellaneous costs related to any default thereunder (the "debt guarantee"). The total amount of the debt guarantee was approximately $6$5 million as of December 2005.2006. The debt guarantee, which expires in May 2012, was made by the Company to

P.98 2006 ANNUAL REPORT – Notes to the Consolidated Financial Statements



allow the National Edition printer to obtain a lower cost of borrowing.

The Company has obtained a secured guarantee from a related party of the National Edition printer to repay the Company for any amounts that it would pay under the debt guarantee. In addition, the Company has a security interest in the equipment that was purchased by the National Edition printer with the funds it received from its debt issuance, as well as other equipment and real property.

The Company would have to perform the obligations of the National Edition printers under the equipment and debt guarantees if the National Edition printers defaulted under the terms of their equipment leases or debt agreements.



Other

The Company has letters of credit of approximately $34$33 million, that are required by insurance companies, to provide support for the Company's workers' compensation liability that is included in the Company's Consolidated Balance Sheet as of December 2005.2006.

There are various legal actions that have arisen in the ordinary course of business and are now pending against the Company. These actions are generally for amounts greatly in excess of the payments, if any, that may be required to be made. It is the opinion of management after reviewing these actions with legal counsel to the Company that the ultimate liability that might result from these actions would not have a material adverse effect on the Company's Consolidated Financial Statements.


Note 20. Subsequent Events

Broadcast Media Group Sale

On January 3, 2007, the Company entered into an agreement to sell the Broadcast Media Group, consisting of nine network-affiliated television stations, their related Web sites and the digital operating center, for $575 million. The transaction is subject to regulatory approvals and is expected to close in the first half of 2007.

MANAGEMENT'S RESPONSIBILITIESWQEW Sale

One of the Company's New York City radio stations, WQEW-AM ("WQEW"), receives revenues under a time brokerage agreement with Radio Disney New York, LLC (ABC, Inc.'s successor in interest) that provides substantially all of WQEW's programming. On January 25, 2007, Radio Disney New York, LLC entered into an agreement to acquire WQEW for $40 million. The sale is currently expected to close in the first quarter of 2007 and is subject to Federal Communications Commission approval. At closing, the Company will recognize a significant portion of the sale price as a gain because the net book value of WQEW's net assets being sold is nominal.

Construction Loan Amendment

Effective as of January 29, 2007, the construction loan was amended to release NYT as a borrower, release NYT's condominium units from the related lien, and release the Company from a guarantee of NYT's obligation to complete the interior construction of the Company's portions of the Building as well as its guarantee of certain non-recourse carve-outs. The Company was also released from its obligation to make an extension loan (see Note 19). The construction lender remains obligated to continue to fund to the Building Partnership the balance of the construction loan required to complete construction of the Building.

In connection with the amendments, the construction lender funded to NYT $11.6 million, representing additional consideration payable by FC under the Operating Agreement for the purchase price of the land for the Building.

Notes to the Consolidated Financial Statements – THE NEW YORK TIMES COMPANY P.99




QUARTERLY INFORMATION (UNAUDITED)

As described in Note 2 of the Notes to the Consolidated Financial Statements, the Company has restated previously issued financial statements. The following tables of quarterly information (unaudited) reflect the restatements for 2005 and the first three quarters of 2006 and provide information on the restatement adjustments. The Broadcast Media Group's results of operations have been presented as discontinued operations, and certain assets and liabilities are classified as held for sale for all periods presented (see Note 5 of the Notes to the Consolidated Financial Statements). In order to more clearly disclose the impact of the restatement on reported results, the impact of this reclassification is separately shown below in the columns labeled "Discontinued Operations."

  2006 Quarters(3)   
(In thousands, except per share data) First
(Restated
and
Reclassified)
 Second
(Restated
and
Reclassified)
 Third
(Restated
and
Reclassified)
 Fourth
 Year
 
Revenues $799,197  $819,636  $739,586  $931,484  $3,289,903  
Costs and expenses  738,732   733,393   721,701   802,255   2,996,081  
Impairment of intangible assets           814,433   814,433  
Operating profit/(loss)  60,465   86,243   17,885   (685,204)  (520,611) 
Net income from joint ventures  1,967   8,770   7,348   1,255   19,340  
Interest expense, net  12,524   13,234   13,267   11,626   50,651  
Income/(loss) from continuing operations before
income taxes and minority interest
  49,908   81,779   11,966   (695,575)  (551,922) 
Income taxes expense/(benefit)  19,475   28,156   3,926   (34,949)  16,608  
Minority interest in net (income)/loss of
subsidiaries
  93   244   267   (245)  359  
Income/(loss) from continuing operations  30,526   53,867   8,307   (660,871)  (568,171) 
Discontinued operations, net of income taxes –
Broadcast Media Group
  1,886   5,714   4,290   12,838   24,728  
Net income/(loss) $32,412  $59,581  $12,597  $(648,033) $(543,443) 
Average number of common shares outstanding 
Basic  145,165   144,792   144,454   143,906   144,579  
Diluted  145,361   144,943   144,568   143,906   144,579  
Basic earnings/(loss) per share: 
Income/(loss) from continuing operations $0.21  $0.37  $0.06  $(4.59) $(3.93) 
Discontinued operations, net of income taxes –
Broadcast Media Group
  0.01   0.04   0.03   0.09   0.17  
Net income/(loss) $0.22  $0.41  $0.09  $(4.50) $(3.76) 
Diluted earnings/(loss) per share: 
Income/(loss) from continuing operations $0.21  $0.37  $0.06  $(4.59) $(3.93) 
Discontinued operations, net of income taxes –
Broadcast Media Group
  0.01   0.04   0.03   0.09   0.17  
Net income/(loss) $0.22  $0.41  $0.09  $(4.50) $(3.76) 
Dividends per share $.165  $.175  $.175  $.175  $.69  

P. 100 2006 ANNUAL REPORT – Quarterly Information



  For the Quarter Ended March 26, 2006(3) 
(In thousands, except per share data) As Previously
Reported
 Discontinued
Operations
 Restatement
Adjustments
 Restated and
Reclassified
 
Revenues $831,772  $(31,954) $(621) $799,197  
Costs and expenses  763,496   (28,757)  3,993   738,732  
Operating profit  68,276   (3,197)  (4,614)  60,465  
Net income from joint ventures  1,967         1,967  
Interest expense – net  12,524         12,524  
Income from continuing operations before
income taxes and minority interest
  57,719   (3,197)  (4,614)  49,908  
Income taxes  22,857   (1,311)  (2,071)  19,475  
Minority interest  93         93  
Income from continuing operations  34,955   (1,886)  (2,543)  30,526  
Discontinued operations, net of income taxes – 
Broadcast Media Group     1,886      1,886  
Net income $34,955  $  $(2,543) $32,412  
Basic earnings per share: 
Income from continuing operations $0.24  $(0.01) $(0.02) $0.21  
Discontinued operations, net of income taxes –
Broadcast Media Group
     0.01      0.01  
Net income $0.24  $  $(0.02) $0.22  
Diluted earnings per share: 
Income from continuing operations $0.24  $(0.01) $(0.02) $0.21  
Discontinued operations, net of income taxes –
Broadcast Media Group
     0.01      0.01  
Net income $0.24  $  $(0.02) $0.22  
  For the Quarter Ended June 25, 2006(3) 
(In thousands, except per share data) As Previously
Reported
 Discontinued
Operations
 Restatement
Adjustments
 Restated and
Reclassified
 
Revenues $858,748  $(39,112) $  $819,636  
Costs and expenses  759,675   (29,427)  3,145   733,393  
Operating profit  99,073   (9,685)  (3,145)  86,243  
Net income from joint ventures  8,770         8,770  
Interest expense – net  13,234         13,234  
Income from continuing operations before
income taxes and minority interest
  94,609   (9,685)  (3,145)  81,779  
Income taxes  33,540   (3,971)  (1,413)  28,156  
Minority interest  244         244  
Income from continuing operations  61,313   (5,714)  (1,732)  53,867  
Discontinued operations, net of income taxes – 
Broadcast Media Group     5,714      5,714  
Net income $61,313  $  $(1,732) $59,581  
Basic earnings per share: 
Income from continuing operations $0.42  $(0.04) $(0.01) $0.37  
Discontinued operations, net of income taxes –
Broadcast Media Group
     0.04      0.04  
Net income $0.42  $  $(0.01) $0.41  
Diluted earnings per share: 
Income from continuing operations $0.42  $(0.04) $(0.01) $0.37  
Discontinued operations, net of income taxes –
Broadcast Media Group
     0.04      0.04  
Net income $0.42  $  $(0.01) $0.41  

Quarterly Information – THE NEW YORK TIMES COMPANY P.101



  For the Quarter Ended September 24, 2006(3) 
(In thousands, except per share data) As Previously
Reported
 Restatement
Adjustments
 Restated 
Revenues $739,586  $  $739,586  
Costs and expenses  719,110   2,591   721,701  
Operating profit  20,476   (2,591)  17,885  
Net income from joint ventures  7,348      7,348  
Interest expense – net  13,267      13,267  
Income from continuing operations before
income taxes and minority interest
  14,557   (2,591)  11,966  
Income taxes  5,091   (1,165)  3,926  
Minority interest  267      267  
Income from continuing operations  9,733   (1,426)  8,307  
Discontinued operations, net of income taxes –             
Broadcast Media Group  4,290      4,290  
Net income $14,023  $(1,426) $12,597  
Basic earnings per share: 
Income from continuing operations $0.07  $(0.01) $0.06  
Discontinued operations, net of income taxes –
Broadcast Media Group
  0.03      0.03  
Net income $0.10  $(0.01) $0.09  
Diluted earnings per share: 
Income from continuing operations $0.07  $(0.01) $0.06  
Discontinued operations, net of income taxes –
Broadcast Media Group
  0.03      0.03  
Net income $0.10  $(0.01) $0.09  

P. 102 2006 ANNUAL REPORT – Quarterly Information



  2005 Quarters(3)   
(In thousands, except per share data) First
(Restated
and
Reclassified)
 Second
(Restated
and
Reclassified)
 Third
(Restated
and
Reclassified)
 Fourth
(Restated
and
Reclassified)
 Year
(Restated
and
Reclassified)
 
Revenues $773,618  $807,237  $757,155  $893,118  $3,231,128  
Costs and expenses  695,398   712,715   720,621   782,844   2,911,578  
Gain on sale of assets  122,946            122,946  
Operating profit  201,166   94,522   36,534   110,274   442,496  
Net (loss)/income from joint ventures  (248)  3,138   5,000   2,161   10,051  
Interest expense, net  14,248   11,844   11,677   11,399   49,168  
Other income  1,250   1,250   1,250   417   4,167  
Income from continuing operations before income
taxes and minority interest
  187,920   87,066   31,107   101,453   407,546  
Income taxes  80,712   33,067   13,121   37,076   163,976  
Minority interest in net (income)/loss of subsidiaries  (119)  (161)  167   (144)  (257) 
Income from continuing operations  107,089   53,838   18,153   64,233   243,313  
Discontinued operations, net of income taxes  2,390   5,407   3,358   4,532   15,687  
Cumulative effect of a change in accounting
principle, net of income taxes(2)
           (5,527)  (5,527) 
Net income $109,479  $59,245  $21,511  $63,238  $253,473  
Average number of common shares outstanding 
Basic  145,868   145,524   145,214   145,153   145,440  
Diluted  146,771   146,003   145,602   145,407   145,877  
Basic earnings per share: 
Income from continuing operations $0.73  $0.37  $0.13  $0.44  $1.67  
Discontinued operations, net of income taxes –
Broadcast Media Group
  0.02   0.04   0.02   0.04   0.11  
Cumulative effect of a change in accounting
principle, net of income taxes
           (0.04)  (0.04) 
Net income $0.75  $0.41  $0.15  $0.44  $1.74  
Diluted earnings per share: 
Income from continuing operations $0.73  $0.37  $0.13  $0.44  $1.67  
Discontinued operations, net of income taxes –
Broadcast Media Group
  0.02   0.04   0.02   0.03   0.11  
Cumulative effect of a change in accounting
principle, net of income taxes
           (0.04)  (0.04) 
Net income $0.75  $0.41  $0.15  $0.43  $1.74  
Dividends per share $.155  $.165  $.165  $.165  $.65  

Quarterly Information – THE NEW YORK TIMES COMPANY P.103



  For the Quarter Ended March 27, 2005(3) 
(In thousands, except per share data) As Previously
Reported
 Discontinued
Operations
 Restatement
Adjustments
 Restated and
Reclassified
 
Revenues $805,583  $(31,317) $(648) $773,618  
Costs and expenses  720,457   (27,266)  2,207   695,398  
Gain on sale of assets  122,946         122,946  
Operating profit  208,072   (4,051)  (2,855)  201,166  
Net income from joint ventures  (248)        (248) 
Interest expense – net  14,248         14,248  
Other income  1,250         1,250  
Income from continuing operations before
income taxes and minority interest
  194,826   (4,051)  (2,855)  187,920  
Income taxes  83,658   (1,661)  (1,285)  80,712  
Minority interest  (119)        (119) 
Income from continuing operations  111,049   (2,390)  (1,570)  107,089  
Discontinued operations, net of income taxes – 
Broadcast Media Group     2,390      2,390  
Net income $111,049  $  $(1,570) $109,479  
Basic earnings per share: 
Income from continuing operations $0.76  $(0.02) $(0.01) $0.73  
Discontinued operations, net of income taxes –
Broadcast Media Group
     0.02      0.02  
Net income $0.76  $  $(0.01) $0.75  
Diluted earnings per share: 
Income from continuing operations $0.76  $(0.02) $(0.01) $0.73  
Discontinued operations, net of income taxes –
Broadcast Media Group
     0.02      0.02  
Net income $0.76  $  $(0.01) $0.75  

P. 104 2006 ANNUAL REPORT – Quarterly Information



  For the Quarter Ended June 26, 2005(3) 
(In thousands, except per share data) As Previously
Reported
 Discontinued
Operations
 Restatement
Adjustments
 Restated and
Reclassified
 
Revenues $845,069  $(37,184) $(648) $807,237  
Costs and expenses  738,527   (28,019)  2,207   712,715  
Operating profit  106,542   (9,165)  (2,855)  94,522  
Net income from joint ventures  3,138         3,138  
Interest expense – net  11,844         11,844  
Other income  1,250         1,250  
Income from continuing operations before
income taxes and minority interest
  99,086   (9,165)  (2,855)  87,066  
Income taxes  38,110   (3,758)  (1,285)  33,067  
Minority interest  (161)        (161) 
Income from continuing operations  60,815   (5,407)  (1,570)  53,838  
Discontinued operations, net of income taxes – 
Broadcast Media Group     5,407      5,407  
Net income $60,815  $  $(1,570) $59,245  
Basic earnings per share: 
Income from continuing operations $0.42  $(0.04) $(0.01) $0.37  
Discontinued operations, net of income taxes –
Broadcast Media Group
     0.04      0.04  
Net income $0.42  $  $(0.01) $0.41  
Diluted earnings per share: 
Income from continuing operations $0.42  $(0.04) $(0.01) $0.37  
Discontinued operations, net of income taxes –
Broadcast Media Group
     0.04      0.04  
Net income $0.42  $  $(0.01) $0.41  

Quarterly Information – THE NEW YORK TIMES COMPANY P.105



  For the Quarter Ended September 25, 2005(3) 
(In thousands, except per share data) As Previously
Reported
 Discontinued
Operations
 Restatement
Adjustments
 Restated and
Reclassified
 
Revenues $791,083  $(33,280) $(648) $757,155  
Costs and expenses  746,004   (27,588)  2,205   720,621  
Operating profit  45,079   (5,692)  (2,853)  36,534  
Net income from joint ventures  5,000         5,000  
Interest expense – net  11,677         11,677  
Other income  1,250         1,250  
Income from continuing operations before
income taxes and minority interest
  39,652   (5,692)  (2,853)  31,107  
Income taxes  16,738   (2,334)  (1,283)  13,121  
Minority interest  167         167  
Income from continuing operations  23,081   (3,358)  (1,570)  18,153  
Discontinued operations, net of income taxes – 
Broadcast Media Group     3,358      3,358  
Net income $23,081  $  $(1,570) $21,511  
Basic earnings per share: 
Income from continuing operations $0.16  $(0.02) $(0.01) $0.13  
Discontinued operations, net of income taxes –
Broadcast Media Group
     0.02      0.02  
Net income $0.16  $  $(0.01) $0.15  
Diluted Earnings per share: 
Income from continuing operations $0.16  $(0.02) $(0.01) $0.13  
Discontinued operations, net of income taxes –
Broadcast Media Group
     0.02      0.02  
Net income $0.16  $  $(0.01) $0.15  

P.106 2006 ANNUAL REPORT – Quarterly Information



  For the Quarter Ended December 25, 2005(3) 
(In thousands, except per share data) As Previously
Reported
 Discontinued
Operations
 Restatement
Adjustments
 Restated and
Reclassified
 
Revenues $931,040  $(37,274) $(648) $893,118  
Costs and expenses  809,679   (29,041)  2,206   782,844  
Operating profit  121,361   (8,233)  (2,854)  110,274  
Net income from joint ventures  2,161         2,161  
Interest expense – net  11,399         11,399  
Other income  417         417  
Income from continuing operations before
income taxes and minority interest
  112,540   (8,233)  (2,854)  101,453  
Income taxes  41,736   (3,376)  (1,284)  37,076  
Minority interest  (144)        (144) 
Income from continuing operations  70,660   (4,857)  (1,570)  64,233  
Discontinued operations, net of income taxes – 
Broadcast Media Group     4,532      4,532  
Cumulative effect of a change in accounting principle,
net of income taxes
  (5,852)  325      (5,527) 
Net income $64,808  $  $(1,570) $63,238  
Basic earnings per share: 
Income from continuing operations $0.49  $(0.04) $(0.01) $0.44  
Discontinued operations, net of income taxes –
Broadcast Media Group
     0.04      0.04  
Cumulative effect of a change in accounting principle,
net of income taxes
  (0.04)        (0.04) 
Net income $0.45  $  $(0.01) $0.44  
Diluted earnings per share: 
Income from continuing operations $0.49  $(0.03) $(0.02) $0.44  
Discontinued operations, net of income taxes –
Broadcast Media Group
     0.03      0.03  
Cumulative effect of a change in accounting principle,
net of income taxes
  (0.04)        (0.04) 
Net income $0.45  $  $(0.02) $0.43  

(1)  The first quarter of 2005 includes a $122.9 million pre-tax gain from the sale of assets. The Company completed the sale of its current headquarters in New York City for $175.0 million, which resulted in a total pre-tax gain of $143.9 million, of which $114.5 million ($63.3 million after tax or $0.43 per diluted share) was recognized in the first quarter of 2005. The remainder of the gain is being deferred and amortized over the lease term in accordance with GAAP. In addition, the Company sold property in Sarasota, Fla., which resulted in a pre-tax gain in the first quarter of 2005 of $8.4 million ($5.0 million after tax or $0.03 per diluted share). See Note 8 of the Notes to the Consolidated Financial Statements.

(2)  The Company adopted FIN 47 during the fourth quarter of 2005 and accordingly recorded an after-tax charge of $5.5 million or $0.04 per diluted share ($9.9 million pre-tax). See Note 8 of the Notes to the Consolidated Financial Statements.

(3)  See Note 2 of the Notes to the Consolidated Financial Statements.

Earnings per share amounts for the quarters do not necessarily equal the respective year-end amounts for earnings per share due to the weighted average number of shares outstanding used in the computations for the respective periods. Earnings per share amounts for the respective quarters and years have been computed using the average number of common shares outstanding.

The Company's largest source of revenue is advertising. Seasonal variations in advertising revenues cause the Company's quarterly consolidated financial statements were preparedresults to fluctuate. Second-quarter and fourth-quarter advertising volume is typically higher than first-quarter and third-quarter volume because economic activity tends to be lower during the winter and summer. Quarterly trends are also affected by management, who is responsible for their integritythe overall economy and objectivity. The consolidated financial statements have been preparedeconomic conditions that may exist in accordance with accounting principles generally acceptedspecific markets served by each of the Company's business segments as well as the occurrence of certain international, national and local events.

Quarterly Information – THE NEW YORK TIMES COMPANY P.107



Condensed Consolidated Balance Sheets

  As of March 26, 2006(1) 
(In thousands) As Previously
Reported
 Discontinued
Operations
 Restatement
Adjustments
 Restated and
Reclassified
 
Assets 
Current Assets $597,229  $(3,945) $2,685  $595,969  
Assets held for sale     356,963      356,963  
Investments in Joint Ventures  239,601         239,601  
Property, Plant and Equipment – net  1,502,875   (66,570)     1,436,305  
Goodwill  1,440,650   (40,579)     1,400,071  
Other Intangibles – net  404,332   (234,534)     169,798  
Miscellaneous Assets  340,076   (11,335)  26,160   354,901  
Total Assets $4,524,763  $  $28,845  $4,553,608  
Liabilities and Stockholders' Equity 
Current Liabilities $1,024,787  $11,337  $(7,773) $1,028,351  
Other Liabilities  1,764,147   (11,337)  101,277   1,854,087  
Minority Interest  208,719         208,719  
Common stockholders' equity  1,527,110      (64,659)  1,462,451  
Total Liabilities and Stockholders' Equity $4,524,763  $  $28,845  $4,553,608  
  As of June 25, 2006(1) 
(In thousands) As Previously
Reported
 Discontinued
Operations
 Restatement
Adjustments
 Restated and
Reclassified
 
Assets 
Current Assets $735,788  $(2,824) $2,747  $735,711  
Assets held for sale     354,082      354,082  
Investments in Joint Ventures  245,914         245,914  
Property, Plant and Equipment – net  1,552,167   (64,456)     1,487,711  
Goodwill  1,444,621   (41,675)     1,402,946  
Other Intangibles – net  397,974   (234,222)     163,752  
Miscellaneous Assets  232,082   (10,905)  24,222   245,399  
Total Assets $4,608,546  $  $26,969  $4,635,515  
Liabilities and Stockholders' Equity 
Current Liabilities $1,202,006  $10,931  $(7,085) $1,205,852  
Other Liabilities  1,636,893   (10,931)  97,134   1,723,096  
Minority Interest  232,945         232,945  
Common stockholders' equity  1,536,702      (63,080)  1,473,622  
Total Liabilities and Stockholders' Equity $4,608,546  $  $26,969  $4,635,515  

P. 108 2006 ANNUAL REPORT – Quarterly Information



  As of September 24, 2006(1) 
(In thousands) As Previously
Reported
 Restatement
Adjustments
 Restated 
Assets 
Current Assets $816,440  $2,611  $819,051  
Assets held for sale  355,846      355,846  
Investments in Joint Ventures  147,028      147,028  
Property, Plant and Equipment – net  1,309,465      1,309,465  
Goodwill  1,440,818      1,440,818  
Other Intangibles – net  157,272      157,272  
Miscellaneous Assets  223,309   22,282   245,591  
Total Assets $4,450,178  $24,893  $4,475,071  
Liabilities and Stockholders' Equity 
Current Liabilities $1,310,958  $(6,901) $1,304,057  
Other Liabilities  1,590,262   92,990   1,683,252  
Minority Interest  5,617      5,617  
Common stockholders' equity  1,543,341   (61,196)  1,482,145  
Total Liabilities and Stockholders' Equity $4,450,178  $24,893  $4,475,071  

(1)  See Note 2 of the Notes to the Consolidated Financial Statements.

Quarterly Information – THE NEW YORK TIMES COMPANY P.109



SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS

For the Three Years Ended December 31, 2006 
Column A Column B Column C Column D Column E Column F 
Description (In thousands) Balance at
beginning
of period
 Additions
charged to
costs and
expenses or
revenues
 Additions
related to
Acquisitions
 Deductions for
purposes for
which
accounts were
set up
 Balance at
end of period
 
Year Ended December 31, 2006 
Deducted from assets to which they apply
Accounts receivable allowances:
 
Uncollectible accounts $21,363  $20,020  $120  $26,543  $14,960  
Rate adjustments and discounts  7,203   38,079      35,532   9,750  
Returns allowance  11,088   894      852   11,130  
Total $39,654  $58,993  $120  $62,927  $35,840  
Year Ended December 25, 2005 (Restated) 
Deducted from assets to which they apply
Accounts receivable allowances:
 
Uncollectible accounts $18,561  $23,398  $488  $21,084  $21,363  
Rate adjustments and discounts  3,722   33,035      29,554   7,203  
Returns allowance  10,423   2,780      2,115   11,088  
Total $32,706  $59,213  $488  $52,753  $39,654  
Year Ended December 26, 2004 (Restated) 
Deducted from assets to which they apply
Accounts receivable allowances:
 
Uncollectible accounts $18,325  $22,286  $  $22,050  $18,561  
Rate adjustments and discounts  6,026   21,626      23,930   3,722  
Returns allowance  6,284   8,471      4,332   10,423  
Total $30,635  $52,383  $  $50,312  $32,706  

P.110 2006 ANNUAL REPORT – Schedule II-Valuation and Qualifying Accounts




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

Not applicable.

ITEM 9A. CONTROLS AND PROCEDURES.

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the United States of America ("GAAP") and, as such, include amounts based on management's best estimates and judgments.

Management is further responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f)reports that we file or submit under the Securities Exchange Act of 1934. The Company's1934 is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

As discussed elsewhere in this Annual Report on Form 10-K, we are restating certain of our previously issued financial statements. See "Item 6 – Selected Financial Data"; "Item 7 – Management's Discussion and Analysis of Financial Condition and Results of Operations" and Note 2 (Restatement of Financial Statements) of the Notes to the Consolidated Financial Statements for more detailed information regarding the restatement.

In light of the need for this restatement, our Chief Executive Officer and Chief Financial Officer have identified a material weakness in our internal control over financial reporting is designedwith respect to provide reasonable assurance regarding the reliability of financial reportingaccounting for pension and the preparation of financial statements for external purposes in accordance with GAAP. The Company followspostretirement liabilities arising under collectively-bargained pension and continuously monitors its policies and procedures for internal control over financial reporting to ensure that this objective is met (seebenefit plans, further described below under "Management's Report on Internal Control Over Financial Reporting" on page F-57).

The consolidated financial statements were audited by Deloitte & Touche LLP, an independent registered public accounting firm. Their audit was conducted in accordance withReporting." As of December 31, 2006, Janet L. Robinson, our Chief Executive Officer, and James M. Follo, our Chief Financial Officer, have evaluated the standardseffectiveness of our disclosure controls and procedures. Based upon, and as of the Public Company Accounting Oversight Board (United States) anddate of their report is shown on page F-56.

The Audit Committee ofevaluation, the Board of Directors, which is composed solely of independent directors, meets regularly with the independent registered public accounting firm, internal auditors and management to discuss specific accounting, financial reporting and internal control matters. Both the independent registered public accounting firm and the internal auditors have full and free access to the Audit Committee. Each year the Audit Committee selects, subject to ratification by stockholders, the firm which is to perform audit and other related work for the Company.

Janet L. Robinson
President and Chief Executive Officer
The New York Times Company
February 23, 2006

Leonard P. Forman
Executive Vice President and Chief Financial Officer
The New York Times Company
February 23, 2006


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON CONSOLIDATED FINANCIAL STATEMENTS             concluded that our disclosure controls and procedures were not effective solely because of this material weakness.

ToIn order to remediate this material weakness, management is in the Boardprocess of Directorsdesigning, implementing and Stockholdersenhancing controls to ensure the proper accounting for our collectively-bargained pension and benefit plans. These remedial actions consist of:

–  An evaluation of
The New York Times Company
New York, NY control design and the implementation of appropriate control activities that focus specifically on pension and postretirement accounting at the Company's operating units.

–  A review of the accounting treatment of all pension and benefit plans applicable to unionized employees.

–  A more rigorous analysis of the multi-employer versus single-employer status of our pension and postretirement plans.

We have auditedexpect to remediate the accompanying consolidated balance sheets of The New York Times Company (the "Company") as of December 25, 2005 and December 26, 2004, andmaterial weakness by the related consolidated statements of income, stockholders' equity, and cash flows for eachend of the three years in the period ended December 25, 2005. Our audits also included the financial statement schedules listed at Item 15(A)(2)first quarter of the Company's 2005 Annual Report on Form 10-K. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.2007.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States) ("PCAOB"). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 25, 2005 and December 26, 2004, and the results of their operations and their cash flows for each of the three years in the period ended December 25, 2005, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly, in all material respects, the information set forth therein.

As discussed in Note 1 to the consolidated financial statements, in 2005 the Company adopted Statement of Financial Accounting Standards No. 123(R), "Share-Based Payment," as revised, effective December 27, 2004. Also, as discussed in Note 6 to the consolidated financial statements, in 2005 the Company adopted FASB Interpretation No. 47, "Accounting for Conditional Asset Retirement Obligation—an interpretation of FASB Statement No. 143," effective December 25, 2005.

We have also audited, in accordance with the standards of the PCAOB the effectiveness of the Company's internal control over financial reporting as of December 25, 2005, based on the criteria established inInternal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 23, 2006, expressed an unqualified opinion on management's assessment of the effectiveness of the Company's internal control over financial reporting and an unqualified opinion on the effectiveness of the Company's internal control over financial reporting.

New York, NY
February 23, 2006


MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. The Company's internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America ("GAAP").GAAP. The Company's internal control over financial reporting includes those policies and procedures that:

–  pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

–  provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

–  provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the

Part II – THE NEW YORK TIMES COMPANY P.111



risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

As required by Section 404 of the Sarbanes-Oxley Act of 2002, management assessed the effectiveness of the Company's internal control over financial reporting as of December 25, 2005.31, 2006. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) inInternal Control-Integrated Framework.

Management identified a material weakness in the Company's internal control over financial reporting with respect to accounting for pension and postretirement liabilities. Specifically, the Company did not design control procedures to appropriately consider the multi-employer versus single-employer status of collectively-bargained pension and benefit plans, leading to inappropriate accounting for certain plan liabilities in accordance with GAAP. Based on ourmanagement's assessment and thosethe criteria discussed above, and solely because of this material weakness, management believes that the Company maintaineddid not maintain effective internal control over financial reporting as of December 25, 2005.31, 2006.

The Company's independent registered public accounting firm, Deloitte & Touche LLP, has audited management's assessment of the Company's internal control over financial reporting as of December 25, 2005,31, 2006, and theirits report is shownincluded in Item 8 of this Annual Report on page F-58.Form 10-K.

Janet L. Robinson
President and Chief Executive Officer
The New York Times Company
February 23, 2006

Leonard P. Forman
Executive Vice President and
Chief Financial Officer
The New York Times Company
February 23, 2006


REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM ONCHANGES IN INTERNAL
CONTROL OVER
FINANCIAL REPORTING

ToThere were no changes in our internal control over financial reporting during the Boardquarter ended December 31, 2006, that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.

However, we are taking remedial actions to address the material weakness described above under "Evaluation of Disclosure Controls and Procedures." We expect to implement these remedial actions by the end of the first quarter of 2007.

ITEM 9B. OTHER INFORMATION.

Not applicable.

P. 112 2006 ANNUAL REPORT – Part II



PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

In addition to the information set forth under the caption "Executive Officers of the Registrant" in Part I of this Annual Report on Form 10-K, the information required by this item is incorporated by reference to the sections titled "Section 16(a) Beneficial Ownership Reporting Compliance," "Proposal Number 1 – Election of Directors," "Interests of Directors in Certain Transactions of the Company," "Board of Directors and StockholdersCorporate Governance," beginning with the section titled "Independent Directors," but only up to and including the section titled "Audit Committee Financial Experts," and "Board Committees" of
our Proxy Statement for the 2007 Annual Meeting of Stockholders.

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

ITEM 11. EXECUTIVE COMPENSATION.

The information required by this item is incorporated by reference to the sections titled "Compensation Committee," "Directors' Compensation," "Directors' and Officers' Liability Insurance" and "Compensation of Executive Officers" of our Proxy Statement for the 2007 Annual Meeting of Stockholders.

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

In addition to the information set forth under the caption "Equity Compensation Plan Information" in Item 5 above, the information required by this item is incorporated by reference to the sections titled "Principal Holders of Common Stock," "Security Ownership of Management and Directors" and "The 1997 Trust" of our Proxy Statement for the 2007 Annual Meeting of Stockholders.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

The information required by this item is incorporated by reference to the sections titled "Interests of Directors in Certain Transactions of the Company,
New York, NY" "Board of Directors and Corporate Governance – Independent Directors," "Board of Directors and Corporate Governance – Board Committees" and "Board of Directors and Corporate Governance – Policy on Transactions with Related Persons" of our Proxy Statement for the 2007 Annual Meeting of Stockholders.

We have audited management's assessment, includedITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

The information required by this item is incorporated by reference to the section titled "Proposal Number 2 – Selection of Auditors," beginning with the section titled "Audit Committee's Pre-Approval Policies and Procedures," but only up to and not including the section titled "Recommendation and Vote Required" of our Proxy Statement for the 2007 Annual Meeting of Stockholders.

Part III – THE NEW YORK TIMES COMPANY P.113



PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(A) DOCUMENTS FILED AS PART OF THIS REPORT

(1) Financial Statements

As listed in the accompanyingManagement'sindex to financial information in "Item 8 – Financial Statements and Supplementary Data."

(2) Supplemental Schedules

The following additional consolidated financial information is filed as part of this Annual Report on Internal Control overForm 10-K and should be read in conjunction with the Consolidated Financial ReportingStatements set forth in "Item 8 – Financial Statements and Supplementary Data." Schedules not included with this additional consolidated financial information have been omitted either because they are not applicable or because the required information is shown in the Consolidated Financial Statements.

Page
Consolidated Schedule for the Three Years Ended December 31, 2006:
II—Valuation and Qualifying Accounts
110

Separate financial statements and supplemental schedules of associated companies accounted for by the equity method are omitted in accordance with the provisions of Rule 3-09 of Regulation S-X.

(3) Exhibits

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

P. 114 2006 ANNUAL REPORT – Part IV



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 1, 2007

THE NEW YORK TIMES COMPANY

(Registrant)

BY:  /S/ RHONDA L. BRAUER

, thatRhonda L. Brauer,

Secretary and Corporate Governance Officer

We, the undersigned directors and officers of The New York Times Company, (the "Company") maintained effective internal control over financial reporting ashereby severally constitute Kenneth A. Richieri and Rhonda L. Brauer, and each of December 25, 2005, basedthem singly, our true and lawful attorneys with full power to them and each of them to sign for us, in our names in the capacities indicated below, any and all amendments to this Annual Report on criteria established inForm 10-K filed with the Securities and Exchange Commission.

Internal Control—Integrated Framework issuedPursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the Committee of Sponsoring Organizationsfollowing persons on behalf of the Treadway Commission ("COSO"). The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management's assessment and an opinion on the effectiveness of the Company's internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States) ("PCAOB"). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management's assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinions.

A company's internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the financial statements.

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, management's assessment that the Company maintained effective internal control over financial reporting as of December 25, 2005, is fairly stated, in all material respects, based on the criteria established inInternal Control—Integrated Framework issued by the COSO. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 25, 2005, based on the criteria established inInternal Control—Integrated Framework issued by the COSO.


We have also audited, in accordance with the standards of the PCAOB, the consolidated financial statements and financial statement schedules as of and for the year ended December 25, 2005, of the Company, and our report dated February 23, 2006 expresses an unqualified opinion and includes an explanatory paragraph referring to the Company's adoption of Statement of Financial Accounting Standards No. 123(R), "Share-Based Payment," as revised, effective December 27, 2004 and FASB Interpretation No. 47, "Accounting for Conditional Asset Retirement Obligation—an interpretation of FASB Statement No. 143," effective December 25, 2005, on those financial statements and financial statement schedules.

Deloitte & Touche LLP

New York, NY
February 23, 2006


QUARTERLY INFORMATION(Unaudited)


 
 2005 Quarters

  
 
 
 
  
 
(In thousands, except per share data)

 First

 Second

 Third

 Fourth

 Year

 

 
Revenues $805,583 $845,069 $791,083 $931,040 $3,372,775 
Costs and expenses  720,457  738,527  746,004  809,679  3,014,667 
Gain on sale of assets(a)  122,946        122,946 

 
Operating profit  208,072  106,542  45,079  121,361  481,054 
Net (loss)/income from joint ventures  (248) 3,138  5,000  2,161  10,051 
Interest expense, net  14,248  11,844  11,677  11,399  49,168 
Other income  1,250  1,250  1,250  417  4,167 

 
Income from continuing operations before income taxes and minority interest  194,826  99,086  39,652  112,540  446,104 
Income taxes  83,658  38,110  16,738  41,736  180,242 
Minority interest in net (income)/loss of subsidiaries  (119) (161) 167  (144) (257)

 
Income from continuing operations  111,049  60,815  23,081  70,660  265,605 
Cumulative effect of a change in accounting principle, net of income taxes(b)        (5,852) (5,852)

 
Net income $111,049 $60,815 $23,081 $64,808 $259,753 

 
Average number of common shares outstanding                
 Basic  145,868  145,524  145,214  145,153  145,440 
 Diluted  146,771  146,003  145,602  145,407  145,877 

 
Basic earnings per share:                
 Income from continuing operations $0.76 $0.42 $0.16 $0.49 $1.83 
 Cumulative effect of a change in accounting principle, net of income taxes(b)        (0.04) (0.04)

 
 Net income $0.76 $0.42 $0.16 $0.45 $1.79 

 
Diluted earnings per share:                
 Income from continuing operations $0.76 $0.42 $0.16 $0.49 $1.82 
 Cumulative effect of a change in accounting principle, net of income taxes(b)        (0.04) (0.04)

 
 Net income $0.76 $0.42 $0.16 $0.45 $1.78 

 
Dividends per share $.155 $.165 $.165 $.165 $.65 

 
 
 2004 Quarters

  
 
 
  
(In thousands, except per share data)

 First

 Second

 Third

 Fourth

 Year


Revenues $801,944 $823,931 $773,830 $903,937 $3,303,642
Costs and expenses  692,782  692,174  689,539  719,194  2,793,689

Operating profit  109,162  131,757  84,291  184,743  509,953
Net (loss)/income from joint ventures  (3,293) 2,734  1,691  (892) 240
Interest expense, net  10,320  10,353  10,080  11,007  41,760
Other income  1,250  1,250  4,073  1,639  8,212

Income before income taxes and minority interest  96,799  125,388  79,975  174,483  476,645
Income taxes  38,239  49,538  31,620  64,102  183,499
Minority interest in net income of subsidiaries  125  173  83  208  589

Net income $58,435 $75,677 $48,272 $110,173 $292,557

Average number of common shares outstanding               
 Basic  149,925  148,626  146,469  145,245  147,567
 Diluted  152,460  150,902  147,964  146,383  149,357

Basic earnings per share $0.39 $0.51 $0.33 $0.76 $1.98
Diluted earnings per share $0.38 $0.50 $0.33 $0.75 $1.96

Dividends per share $.145 $.155 $.155 $.155 $.61


Earnings per share amounts for the quarters do not necessarily have to equal the respective year-end amounts for earnings per share due to the weighted average number of shares outstanding used in the computations for the respective periods. Earnings per share amounts for the respective quarters and years have been computed using the average number of common shares outstanding as presented in the table on the preceding page.

The Company's largest source of revenue is advertising. Seasonal variations in advertising revenues cause the Company's quarterly consolidated results to fluctuate. Second-quarter and fourth-quarter advertising volume is typically higher than first-quarter and third-quarter volume because economic activity tends to be lower during the winter and summer. Quarterly trends are also affected by the overall economy and economic conditions that may exist in specific markets served by each of the Company's business segments as well as the occurrence of certain international, national and local events.

MARKET INFORMATION                                              

The Class A Common Stock is listed on the New York Stock Exchange. The Class B Common Stock is unlisted and is not actively traded.

The number of security holders of record as of February 10, 2006, was as follows: Class A Common Stock: 9,686; Class B Common Stock: 34.

Both classes of our common stock participate equally as to our quarterly dividends. In 2005, dividends were paid in the amount of $.155 per share in Marchregistrant and in the amount of $.165 per share in June, Septembercapacities and December. In 2004, dividends were paid inon the amount of $.145 per share in March and in the amount of $.155 per share in June, September and December.dates indicated.

SignatureTitleDate
Arthur Sulzberger, Jr.Chairman, DirectorMarch 1, 2007
Janet L. RobinsonChief Executive Officer, President and Director (Principal Executive Officer)March 1, 2007
Michael GoldenVice Chairman and DirectorMarch 1, 2007
Brenda C. BarnesDirectorMarch 1, 2007
R. Anthony BentenVice President and Corporate Controller (Principal Accounting Officer)March 1, 2007
Raul E. CesanDirectorMarch 1, 2007
Lynn G. DolnickDirectorMarch 1, 2007
James M. FolloSenior Vice President and Chief Financial Officer (Principal Financial Officer)March 1, 2007
William E. KennardDirectorMarch 1, 2007
James M. KiltsDirectorMarch 1, 2007
David E. LiddleDirectorMarch 1, 2007
Ellen R. MarramDirectorMarch 1, 2007
Thomas MiddelhoffDirectorMarch 1, 2007
Cathy J. SulzbergerDirectorMarch 1, 2007
Doreen A. TobenDirectorMarch 1, 2007

The market price range of Class A Common Stock was as follows:


Quarters Ended

 2005

 2004


 
 High
 Low
 High
 Low

March $40.80 $35.56 $49.13 $43.97
June  36.58  30.74  47.09  43.84
September  34.59  30.00  44.83  39.03
December  30.17  26.36  41.52  38.72
Year  40.80  26.36  49.13  38.72


THE NEW YORK TIMES COMPANY
SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS
For the Three Years Ended December 25, 2005P.115



Column A

 Column B

 Column C

 Column D

 Column E

 Column F


(In thousands)        Description

 Balance at
beginning
of period

 Additions
charged to
costs and
expenses or
revenues

 Additions
related to
Acquisitions

 Deductions for
purposes for
which
accounts were
set up

 Balance at
end of period


Year Ended December 25, 2005               
Deducted from assets to which they apply               
 Accounts receivable allowances:               
  Uncollectible accounts $23,929 $19,813 $488 $21,084 $23,146
  Rate adjustments and discounts  9,224  30,443    29,554  10,113
  Returns allowance  10,423  2,780    2,115  11,088

Total $43,576 $53,036 $488 $52,753 $44,347

Year Ended December 26, 2004               
Deducted from assets to which they apply               
 Accounts receivable allowances:               
  Uncollectible accounts $24,708 $21,271 $ $22,050 $23,929
  Rate adjustments and discounts  10,131  21,626    22,533  9,224
  Returns allowance  6,284  8,471    4,332  10,423

Total $41,123 $51,368 $ $48,915 $43,576

Year Ended December 28, 2003               
Deducted from assets to which they apply               
 Accounts receivable allowances:               
  Uncollectible accounts $20,290 $17,760 $4,919 $18,261 $24,708
  Rate adjustments and discounts  12,948  16,611    19,428  10,131
  Returns allowance  4,614  1,098  7,673  7,101  6,284

Total $37,852 $35,469 $12,592 $44,790 $41,123



INDEX TO EXHIBITS

Exhibit numbers 10.110.36 through 10.4, 10.12 through 10.14, 10.17 through 10.18, 10.26 through 10.28 and 10.34 through 10.3610.45 are management contracts or compensatory plans or arrangements.

Exhibit Number

NumberDescription of Exhibit


(3.1)

(3.1

)
Certificate of Incorporation as amended and restated to reflect amendments effective June 19, 1998 (filed as an Exhibit to the Company's Form 10-Q dated August 11, 1998, and incorporated by reference herein).

(3.2)

(3.2

)
By-laws as amended through December 20, 2001 (filed as an Exhibit to the Company's Form 10-K dated February 22, 2002, and incorporated by reference herein).

(4)

(4

)
The Company agrees to furnish to the Commission upon request a copy of any instrument with respect to long-term debt of the Company and any subsidiary for which consolidated or unconsolidated financial statements are required to be filed, and for which the amount of securities authorized thereunder does not exceed 10% of the total assets of the Company and its subsidiaries on a consolidated basis.

(10.1)


The Company's 1991 Executive Stock Incentive Plan, as amended through February 16, 2006 (filed as an Exhibit to the Company's Form 8-K dated February 17, 2006, and incorporated by reference herein).

(10.2)


The Company's 1991 Executive Cash Bonus Plan, as amended through February 16, 2006 (filed as an Exhibit to the Company's Form 8-K dated February 17, 2006, and incorporated by reference herein).

(10.3)

(10.1

The Company's Non-Employee Directors' Stock Option Plan, as amended through September 21, 2000 (filed as an Exhibit to the Company's Form 10-Q dated November 8, 2000, and incorporated by reference herein).

(10.4))

 

The Company's Supplemental Executive Retirement Plan, as amended and restated through January 1, 2004 (filed as an Exhibit to the Company's Form 10-Q dated August 5, 2004, and incorporated by reference herein).

(10.5)


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).

(10.5.1)

(10.2

)
Amendment to Lease between the Company and Z Edison Limited Partnership, dated May 14, 1997 (filed as an Exhibit to the Company's Form 10-Q dated November 10, 1998, and incorporated by reference herein).

(10.5.2)

(10.3

)
Second Amendment to Lease between the Company and Z Edison Limited Partnership, dated June 30, 1998 (filed as an Exhibit to the Company's Form 10-Q dated November 10, 1998, and incorporated by reference herein).

(10.6)

(10.4

)
Agreement of Lease, dated as of December 15, 1993, between The City of New York, Landlord, and the Company, Tenant (as successor to New York City Economic Development Corporation (the "EDC"), pursuant to an Assignment and Assumption of Lease With Consent, made as of December 15, 1993, between the EDC, as Assignor, to the Company, as Assignee) (filed as an Exhibit to the Company's Form 10-K dated March 21, 1994, and incorporated by reference herein).

(10.7)


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).

(10.8)


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).

(10.9)

(10.5

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).

(10.10))

 

Funding Agreement #4, dated as of December 15, 1993, between the EDC and the Company (filed as an Exhibit to the Company's Form 10-K dated March 21, 1994, and incorporated by reference herein).
 (10.6) 


(10.11)


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).

(10.12)


Globe Newspaper Company, Inc. Supplemental Executive Retirement Plan, as amended effective December 16, 1998 (filed as an Exhibit to the Company's Form 10-K dated February 26, 1999, and incorporated by reference herein).

(10.13)


The Company's Deferred Executive Compensation Plan, as amended December 22, 2005 (filed as an Exhibit to the Company's Form 8-K dated December 27, 2005, and incorporated by reference herein).

(10.14)


The Company's Non-Employee Directors Deferral Plan, as amended through February 17, 2005 (filed as an Exhibit to the Company's Form 8-K dated February 17, 2005, and incorporated by reference herein).

(10.15)


Distribution Agreement, dated as of September 17, 2002, by and among the Company, J.P. Morgan Securities Inc., Banc of America Securities LLC, and Banc One Markets, Inc. (filed as an Exhibit to the Company's Form 8-K dated September 18, 2002, and incorporated by reference herein).

(10.16)


Calculation Agent Agreement, dated as of September 17, 2002, by and between the Company and JPMorgan Chase Bank (filed as an Exhibit to the Company's Form 8-K dated September 18, 2002, and incorporated by reference herein).

(10.17)


Letter Agreement, dated as of July 19, 2004, between the Company and Russell T. Lewis (filed as an Exhibit to the Company's Form 10-Q dated November 5, 2004, and incorporated by reference herein).

(10.18)


2004 Non-Employee Directors' Stock Incentive Plan, effective April 13, 2004 (filed as an Exhibit to the Company's Form 10-Q dated May 5, 2004, and incorporated by reference herein).

(10.19)

 

(10.7
)Agreement of Lease, dated December 12, 2001, between the 42nd42nd St. Development Project, Inc., as Landlord, and The New York Times Building LLC, as Tenant (filed as an Exhibit to the Company's Form 10-K dated February 22, 2002, and incorporated by reference herein).(1)

(10.20)

(10.8

)
Operating Agreement of The New York Times Building LLC, dated December 12, 2001, (the "Operating Agreement"), between FC Lion LLC and NYT Real Estate Company LLC* (filed as an Exhibit to the Company's Form 10-Q dated August 5, 2004, and incorporated by reference herein).

(10.21)

(10.9

)
First Amendment to the Operating Agreement of The New York Times Building LLC, dated June 25, 2004*2004, between FC Lion LLC and NYT Real Estate Company LLC* (filed as an Exhibit to the Company's Form 10-Q dated August 5, 2004, and incorporated by reference herein).

(10.22)

(10.10

)
Second Amendment to Operating Agreement of The New York Times Building LLC, dated as of August 15, 2006, between FC Eighth Ave., LLC and NYT Real Estate Company LLC (filed as an Exhibit to the Company's Form 10-Q dated November 3, 2006, and incorporated by reference herein).
(10.11)Third Amendment to Operating Agreement of The New York Times Building LLC, dated as of January 29, 2007, between FC Eighth Ave., LLC and NYT Real Estate Company LLC (filed as an Exhibit to the Company's Form 8-K dated February 1, 2007, and incorporated by reference herein).
(10.12)Building Loan Agreement, dated as of June 25, 2004, among The New York Times Building LLC, New York State Urban Development Corporation (d/b/a Empire State Development Corporation) and GMAC Commercial Mortgage Corporation (filed as an Exhibit to the Company's Form 10-Q dated August 5, 2004, and incorporated by reference herein).

(10.23)

(10.13
)First Amendment to Building Loan Agreement, dated as of December 8, 2004, between The New York Times Building LLC and GMAC Commercial Mortgage Corporation (filed as an Exhibit to the Company's Form 10-Q dated November 3, 2006, and incorporated by reference herein).

P. 116 2006 ANNUAL REPORT – Index to Exhibits



Exhibit
Number
Description of Exhibit
(10.14)Second Amendment to Building Loan Agreement, dated as of June 22, 2006, between The New York Times Building LLC and Capmark Finance Inc. (formerly GMAC Commercial Mortgage Corporation) (filed as an Exhibit to the Company's Form 10-Q dated November 3, 2006, and incorporated by reference herein).
(10.15)Third Amendment to Building Loan Agreement, dated as of August 15, 2006, between The New York Times Building LLC, NYT Real Estate Company LLC, FC Eighth Ave., LLC and Capmark Finance Inc. (formerly GMAC Commercial Mortgage Corporation) (filed as an Exhibit to the Company's Form 10-Q dated November 3, 2006, and incorporated by reference herein).
(10.16)Fourth Amendment to Building Loan Agreement, dated as of January 29, 2007, between The New York Times Building LLC, NYT Real Estate Company LLC, FC Eighth Ave., LLC and Capmark Finance Inc. (formerly GMAC Commercial Mortgage Corporation) (filed as an Exhibit to the Company's Form 8-K dated February 1, 2007, and incorporated by reference herein).
(10.17)Project Loan Agreement, dated as of June 25, 2004, among The New York Times Building LLC, New York State Urban Development Corporation (d/b/a Empire State Development Corporation) and GMAC Commercial Mortgage Corporation (filed as an Exhibit to the Company's Form 10-Q dated August 5, 2004, and incorporated by reference herein).

(10.24)

(10.18

)
First Amendment to Project Loan Agreement, dated as of December 8, 2004, between The New York Times Building LLC and GMAC Commercial Mortgage Corporation (filed as an Exhibit to the Company's Form 10-Q dated November 3, 2006, and incorporated by reference herein).
(10.19)Second Amendment to Project Loan Agreement, dated as of August 15, 2006, between The New York Times Building LLC, NYT Real Estate Company LLC, FC Eighth Ave., LLC and Capmark Finance Inc. (formerly GMAC Commercial Mortgage Corporation) (filed as an Exhibit to the Company's Form 10-Q dated November 3, 2006, and incorporated by reference herein).
(10.20)Third Amendment to Project Loan Agreement, dated as of January 29, 2007, between The New York Times Building LLC, NYT Real Estate Company LLC, FC Eighth Ave., LLC and Capmark Finance Inc. (formerly GMAC Commercial Mortgage Corporation) (filed as an Exhibit to the Company's Form 8-K dated February 1, 2007, and incorporated by reference herein).
(10.21)Construction Management Agreement, dated January 22, 2004, between The New York Times Building LLC and AMEC Construction Management, Inc.* (filed as an Exhibit to the Company's Form 10-Q dated August 5, 2004, and incorporated by reference herein).

(10.25)

(10.22

)
Agreement of Sale and Purchase between The New York Times Company, Seller, and Tishman Speyer Development, L.L.C., Purchaser, dated November 7, 2004 (filed as an Exhibit to the Company's Form 8-K dated November 12, 2004, and incorporated by reference herein).

(10.26)

(10.23

Annual bonuses paid to executive officers for)
Letter Agreement, dated as of April 8, 2004, (incorporated by referenceamending Agreement of Lease, between the 42nd St. Development Project, Inc., as landlord, and The New York Times Building LLC, as tenant (filed as an Exhibit to the Company's Form 8-K10-Q dated February 18, 2005)November 3, 2006, and incorporated by reference herein).(1)

(10.27)

(10.24

Non-Employee Directors' compensation for 2005 (incorporated by reference)
Amended and Restated Agreement of Lease, dated as of August 15, 2006, between 42nd St. Development Project, Inc., acting as landlord and tenant (filed as an Exhibit to the Company's Form 8-K10-Q dated February 18, 2005)November 3, 2006, and incorporated by reference herein).(1)
 (10.25) 


(10.28)


Non-Employee Directors' compensation for 2006 (incorporated by referenceAgreement of Sublease, dated as of December 12, 2001, between The New York Times Building LLC, as landlord, and NYT Real Estate Company LLC, as tenant (filed as an Exhibit to the Company's Form 8-K10-Q dated February 17, 2006)November 3, 2006, and incorporated by reference herein).(1)

(10.29)

(10.26

Stock Purchase)
First Amendment to Agreement among the Company, PRIMEDIA Companies Inc. and PRIMEDIAof Sublease, dated as of August 15, 2006, between 42nd St. Development Project, Inc., in whichas landlord, and NYT Real Estate Company LLC, as tenant (filed as an Exhibit to the Company agreedCompany's Form 10-Q dated November 3, 2006, and incorporated by reference herein).(1)
(10.27)Second Amendment to purchase About,Agreement of Sublease, dated as of January 29, 2007, between 42nd St. Development Project, Inc., dated February 17, 2005as landlord, and NYT Real Estate Company LLC, as tenant (filed as an Exhibit to the Company's Form 8-K dated March 10, 2005,February 1, 2007, and incorporated by reference herein).

(10.30)

(10.28

Guarantee)
Distribution Agreement, dated as of PRIMEDIA Inc. with respect to the obligations of PRIMEDIA Companies Inc. in favor ofSeptember 17, 2002, by and among the Company, dated March 18, 2005J.P. Morgan Securities Inc., Banc of America Securities LLC, and Banc One Markets, Inc. (filed as an Exhibit to the Company's Form 8-K dated MarchSeptember 18, 2005,2002, and incorporated by reference herein).

Index to Exhibits – THE NEW YORK TIMES COMPANY P.117



(10.31)
Exhibit
Number

 

Description of Exhibit
(10.29)Calculation Agent Agreement, dated as of September 17, 2002, by and between the Company and JPMorgan Chase Bank (filed as an Exhibit to the Company's Form 8-K dated September 18, 2002, and incorporated by reference herein).
(10.30)Indenture, dated March 29, 1995, between The New York Times Company and JPMorgan Chase Bank, N.A. (formerly known as Chemical Bank and The Chase Manhattan Bank), as trustee (filed as an Exhibit to the Company's registration statement on Form S-3 File No. 33-57403, and incorporated by reference herein).

(10.32)

(10.31

)
First Supplemental Indenture, dated August 21, 1998, between The New York Times Company and JPMorgan Chase Bank, N.A. (formerly known as Chemical Bank and The Chase Manhattan Bank), as trustee (filed as an Exhibit to the Company's registration statement on Form S-3 File No. 333-62023, and incorporated by reference herein).

(10.33)

(10.32

)
Second Supplemental Indenture, dated July 26, 2002, between The New York Times Company and JPMorgan Chase Bank, N.A., as trustee (filed as an Exhibit to the Company's registration statement on Form S-3 File No. 333-97199, and incorporated by reference herein).

(10.34)

(10.33

Terms of 2005-2009 long-term incentive program)
Stock Purchase Agreement among the Company, PRIMEDIA Companies Inc. and PRIMEDIA Inc., in which the Company agreed to purchase About, Inc., dated February 17, 2005 annual cash bonuses for executive officers (incorporated by reference(filed as an Exhibit to the Company's Form 8-K dated December 20, 2004)March 10, 2005, and incorporated by reference herein).

(10.35)

(10.34

Terms)
Guarantee of 2006-2010 long-term incentive program and 2006 annual cash bonuses for executive officers (incorporated by referencePRIMEDIA Inc. with respect to the obligations of PRIMEDIA Companies Inc. in favor of the Company dated March 18, 2005 (filed as an Exhibit to the Company's Form 8-K dated December 21, 2005)March 18, 2005, and incorporated by reference herein).

(10.36)

(10.35

Terms)
Asset Purchase Agreement, dated as of 2005 restricted stock unit awards pursuantJanuary 3, 2007, by and among NYT Broadcast Holdings, LLC, New York Times Management Services, NYT Holdings, Inc., KAUT-TV, LLC, Local TV, LLC, Oak Hill Capital Partners II, L.P. and The New York Times Company (filed as an Exhibit to the Company's Form 8-K dated January 5, 2007, and incorporated by reference herein).
(10.36)The Company's 1991 Executive Stock Incentive Plan, as amended through February 16, 2006 (filed as an Exhibit to the Company's Form 8-K dated February 17, 2006, and incorporated by reference herein).
(10.37)The Company's 1991 Executive Cash Bonus Plan, as amended through February 16, 2006 (filed as an Exhibit to the Company's Form 8-K dated February 17, 2006, and incorporated by reference herein).
(10.38)The Company's Non-Employee Directors' Stock Option Plan, as amended through September 21, 2000 (filed as an Exhibit to the Company's Form 10-Q dated November 8, 2000, and incorporated by reference herein).
(10.39)The Company's Supplemental Executive Retirement Plan, as amended and restated through January 1, 2004 (filed as an Exhibit to the Company's Form 10-Q dated August 5, 2004, and incorporated by reference herein).
(10.40)The Company's Deferred Executive Compensation Plan, as amended December 22, 2005 (filed as an Exhibit to the Company's Form 8-K dated December 21,27, 2005, and incorporated by reference herein).

(12)

(10.41

)
The Company's Non-Employee Directors Deferral Plan, as amended through February 17, 2005 (filed as an Exhibit to the Company's Form 8-K dated February 17, 2005, and incorporated by reference herein).
(10.42)2004 Non-Employee Directors' Stock Incentive Plan, effective April 13, 2004 (filed as an Exhibit to the Company's Form 10-Q dated May 5, 2004, and incorporated by reference herein).
(10.43)Letter Agreement, dated as of July 19, 2004, between the Company and Russell T. Lewis (filed as an Exhibit to the Company's Form 10-Q dated November 5, 2004, and incorporated by reference herein).
(10.44)Compensatory arrangements of James M. Follo (incorporated by reference to the Company's Form 8-K dated December 15, 2006).
(10.45)Consulting Agreement between The New York Times Company and Leonard P. Forman effective as of January 1, 2007 (filed as an Exhibit to the Company's Form 8-K dated December 15, 2006, and incorporated by reference herein).
(12)Ratio of Earnings to Fixed Charges.

(14)

(14

)
Code of Ethics for the Chairman, Chief Executive Officer, Vice Chairman and Senior Financial Officers (filed as an Exhibit to the Company's Form 10-K dated February 20, 2004, and incorporated by reference herein).

(21)

(21

)
Subsidiaries of the Company.

(23)

(23

)
Consent of Deloitte & Touche LLP.

(31.1)

(24

)
Power of Attorney (included as part of signature page).
(31.1)Rule 13a-14(a)/15d-14(a) Certification.

P. 118 2006 ANNUAL REPORT – Index to Exhibits



(31.2)
Exhibit
Number

 

Description of Exhibit
(31.2)Rule 13a-14(a)/15d-14(a) Certification.

(32.1)

(32.1

)
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(32.2)

(32.2

)
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*

Portions of these exhibits have been redacted pursuant to a confidential treatment request filed with the Securities and Exchange Commission. Such redacted portions have been marked with an asterisk.

(1)  Effective August 15, 2006, the Agreement of Lease, dated December 12, 2001, between 42nd St. Development Project, Inc., as landlord, and The New York Times Building LLC, as tenant, was amended, with 42nd St. Development Project, Inc. now acting as both landlord and tenant. It was effectively superseded by the First Amendment to Agreement of Sublease, dated as of August 15, 2006, between 42nd St. Development Project, Inc., as landlord, and NYT Real Estate Company LLC, as tenant, which agreement was formerly between The New York Times Building LLC, as landlord, and NYT Real Estate Company LLC, as tenant.

Index to Exhibits – THE NEW YORK TIMES COMPANY P.119