-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FxyurRFKzMpUhygk+os2yP9AnyxTAleUwhx6/Sxk/GSLQIP7d79U7SDHx8fWF0cz 1hhA3uynmEPb7QrZ4VkEvA== 0000912057-96-025589.txt : 19961113 0000912057-96-025589.hdr.sgml : 19961113 ACCESSION NUMBER: 0000912057-96-025589 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 19960929 FILED AS OF DATE: 19961112 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEW YORK TIMES CO CENTRAL INDEX KEY: 0000071691 STANDARD INDUSTRIAL CLASSIFICATION: NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING [2711] IRS NUMBER: 131102020 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-05837 FILM NUMBER: 96658796 BUSINESS ADDRESS: STREET 1: 229 W 43RD ST CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2125561234 MAIL ADDRESS: STREET 1: 229 W 43RD STREET CITY: NEW YORK STATE: NY ZIP: 10036 10-Q 1 10-Q FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 QUARTERLY REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For Quarter Ended September 29, 1996 ---------------------------------- THE NEW YORK TIMES COMPANY --------------------------------- (Exact name of registrant as specified in its charter) NEW YORK 1-5837 13-1102020 ---------------------------- ---------------------------- ---------------------------- (State or other jurisdiction of Commission file number (I.R.S. Employer Identification No.) incorporation or organization)
229 WEST 43RD STREET, NEW YORK, NEW YORK ------------------------------------------------- (Address of principal executive offices) 10036 ----- (Zip Code) Registrant's telephone number, including area code 212-556-1234 ------------ I ndicate 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 / /. Number of shares of each class of the registrant's common stock outstanding as of November 3, 1996 (exclusive of treasury shares): Class A Common Stock 96,314,646 shares Class B Common Stock 428,316 shares
PART I. FINANCIAL INFORMATION Item 1. Financial Statements THE NEW YORK TIMES COMPANY -------------------------- CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS ----------------------------------------------- (Unaudited) (Dollars and shares in thousands, except per share data)
Three Months Ended Nine Months Ended ---------------------- -------------------------- Sept. 29, Sept. 30, Sept. 29, Sept. 30, 1996 1995 1996 1995 ---------- ---------- ------------ ------------ (13 Weeks) (39 Weeks) Revenues Advertising................................................ $ 422,299 $ 385,065 $ 1,299,204 $ 1,213,888 Circulation................................................ 134,087 139,315 442,755 407,659 Other...................................................... 72,657 48,598 154,813 132,454 ---------- ---------- ------------ ------------ Total.................................................. 629,043 572,978 1,896,772 1,754,001 ---------- ---------- ------------ ------------ Costs and Expenses Production Costs Raw Materials............................................ 85,920 90,499 288,418 256,165 Wages and Benefits....................................... 140,682 135,053 413,062 400,020 Other.................................................... 107,425 97,224 308,773 291,004 ---------- ---------- ------------ ------------ Total.................................................. 334,027 322,776 1,010,253 947,189 Selling, General and Administrative Expenses............... 232,149 207,595 680,509 624,061 Impairment Loss............................................ 126,763 -- 126,763 -- ---------- ---------- ------------ ------------ Total.................................................. 692,939 530,371 1,817,525 1,571,250 ---------- ---------- ------------ ------------ Operating (Loss) Profit...................................... (63,896) 42,607 79,247 182,751 Income from Joint Ventures................................... 6,395 3,476 13,287 8,010 Interest Expense, Net of Interest Income..................... 7,975 5,577 20,375 19,653 Gain on Dispositions, Net.................................... 25,085 11,291 32,836 11,291 ---------- ---------- ------------ ------------ (Loss) Income Before Income Taxes............................ (40,391) 51,797 104,995 182,399 Income Taxes................................................. 7,293 19,591 73,153 79,578 ---------- ---------- ------------ ------------ Net (Loss) Income............................................ $ (47,684) $ 32,206 $ 31,842 $ 102,821 ---------- ---------- ------------ ------------ ---------- ---------- ------------ ------------ Average Number of Common Shares Outstanding.................. 97,008 96,343 97,472 96,983 Per Share of Common Stock Net (Loss) Income.......................................... $ (0.49) $ .33 $ .33 $ 1.06 Cash Dividends............................................. .14 .14 .42 .42
See notes to condensed consolidated financial statements. 2 THE NEW YORK TIMES COMPANY -------------------------- CONDENSED CONSOLIDATED BALANCE SHEETS ------------------------------------- (Dollars in thousands)
September 29, December 31, 1996 1995 ------------- ------------ (Unaudited) ASSETS - ------ Current Assets - -------------- Cash and short-term investments................................................... $ 43,769 $ 91,442 Accounts receivable, net.......................................................... 286,023 277,974 Inventories Newsprint and magazine paper.................................................... 20,261 36,965 Work-in-process, etc............................................................ 5,679 5,879 ------------- ------------ Total inventories............................................................. 25,940 42,844 Other current assets.............................................................. 82,459 47,394 ------------- ------------ Total current assets.......................................................... 438,191 459,654 ------------- ------------ Other Assets - ------------ Investment in joint ventures........................................................ 140,222 129,206 Property, plant and equipment (less accumulated depreciation of $784,890 in 1996 and $740,864 in 1995)............................................ 1,359,967 1,276,066 Intangible assets acquired (less accumulated amortization of $194,773 in 1996 and $207,489 in 1995)............................................ 1,476,282 1,394,844 Miscellaneous assets................................................................ 104,905 116,960 ------------- ------------ TOTAL ASSETS.................................................................. $ 3,519,567 $3,376,730 ------------- ------------ ------------- ------------
See notes to condensed consolidated financial statements. 3 THE NEW YORK TIMES COMPANY -------------------------- CONDENSED CONSOLIDATED BALANCE SHEETS ------------------------------------- (Dollars in thousands)
September 29, December 31, 1996 1995 ------------- ------------ (Unaudited) LIABILITIES AND STOCKHOLDERS' EQUITY - ------------------------------------ Current Liabilities - ------------------- Accounts and notes payable........................................................ $ 156,262 $ 156,722 Accrued payroll and other related liabilities..................................... 82,219 74,560 Accrued expenses.................................................................. 236,137 200,576 Unexpired subscriptions........................................................... 90,854 81,919 Current portion of capital lease obligations...................................... 3,397 3,139 ------------- ------------ Total current liabilities..................................................... 568,869 516,916 ------------- ------------ Other Liabilities - ----------------- Long-term debt.................................................................... 743,463 589,193 Capital lease obligations......................................................... 47,591 48,680 Deferred income taxes............................................................. 130,508 168,715 Other............................................................................. 460,321 441,124 ------------- ------------ Total other liabilities....................................................... 1,381,883 1,247,712 ------------- ------------ Stockholders' Equity - -------------------- Capital shares.................................................................... 12,774 12,705 Additional capital................................................................ 633,271 618,570 Earnings reinvested in the business............................................... 1,252,903 1,262,022 Common stock held in treasury, at cost............................................ (330,133) (281,195) ------------- ------------ Total stockholders' equity.................................................... 1,568,815 1,612,102 ------------- ------------ TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY.......................................... $ 3,519,567 $3,376,730 ------------- ------------ ------------- ------------
See notes to condensed consolidated financial statements. 4 THE NEW YORK TIMES COMPANY -------------------------- CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS ---------------------------------------------- (Unaudited) (Dollars in thousands)
For the Nine Months Ended ---------------------------- September 29, September 30, 1996 1995 ------------- ------------- (39 Weeks) OPERATING ACTIVITIES: - --------------------- Net cash provided by operating activities........................................... $ 267,683 $ 197,910 ------------- ------------- INVESTING ACTIVITIES: - --------------------- Acquisitions, net of cash acquired.................................................. (249,620) (71,214) Net proceeds from dispositions...................................................... 16,893 27,536 Purchases of marketable securities.................................................. -- (39,370) Proceeds from sale of marketable securities......................................... -- 39,370 Additions to property, plant and equipment.......................................... (157,048) (152,504) Other-net........................................................................... (1,690) (5,122) ------------- ------------- Net cash used in investing activities............................................... (391,465) (201,304) ------------- ------------- FINANCING ACTIVITIES: - --------------------- Long-term obligations Increase.......................................................................... 153,900 400,000 Reduction......................................................................... (2,558) (274,864) Capital Shares Issuance.......................................................................... 582 1,302 Repurchase........................................................................ (34,877) (46,536) Dividends paid to stockholders...................................................... (40,989) (40,760) Other-net........................................................................... 51 259 ------------- ------------- Net cash provided by financing activities........................................... 76,109 39,401 ------------- ------------- (Decrease) increase in cash and short-term investments.............................. (47,673) 36,007 Cash and short-term investments at the beginning of the year........................ 91,442 41,419 ------------- ------------- Cash and short-term investments at the end of the quarter........................... $ 43,769 $ 77,426 ------------- ------------- ------------- -------------
See notes to condensed consolidated financial statements. 5 THE NEW YORK TIMES COMPANY -------------------------- NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ---------------------------------------------------- (Unaudited) 1. GENERAL a. The accompanying Notes to Condensed Consolidated Financial Statements should be read in conjunction with the Notes to Consolidated Financial Statements included in the annual report on Form 10-K for the year ended December 31, 1995 for The New York Times Company (the "Company") filed with the Securities and Exchange Commission. In the opinion of management, all adjustments necessary for a fair presentation of the results of operations for the interim periods have been included. Because of the seasonal nature of the business, results for the interim periods are not necessarily indicative of a full year's operations. b. Earnings per share is computed after preference dividends and is based on the weighted average number of Class A and Class B common shares outstanding during the periods. The dilutive effect of the Company's common stock equivalents (shares under option) was insignificant or anti-dilutive, thus, fully-diluted earnings per share is not presented. c. Certain reclassifications have been made to the 1995 Condensed Consolidated Financial Statements to conform with classifications used at September 29, 1996. 2. IMPAIRMENT LOSS In September 1996, the Company recorded a non-cash accounting charge related to an impairment of certain long-lived assets as required by the Financial Accounting Standards Board No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of ("SFAS 121 charge"). As a result of the Company's recently completed strategic review process, updated analyses were prepared to determine if there was impairment of any long-lived asset and certain assets, primarily in the Newspaper Group, met the test for impairment. These assets were associated with three small regional newspapers, certain wholesale distribution operations and a printing facility. The revised carrying values of these assets were generally calculated on the basis of discounted estimated future cash flow and resulted in the pre-tax non-cash charge of $126,763,000 ($94,500,000 after-tax or $.97 per share). The SFAS 121 charge has no impact on the Company's 1996 cash flow or its ability to generate cash flow in the future. As a result of the SFAS 121 charge, depreciation and amortization expense related to these assets will decrease in future periods. However, in conjunction with the review for impairment, the estimated lives of certain of the Company's long-lived assets were reviewed, which resulted in the acceleration of amortization expense for certain intangible assets. In the aggregate, the net effect of the change on depreciation and amortization expense is not anticipated to have a material effect on earnings per share in the future. 6 3. INCOME TAXES The variances between the effective tax rate on income before income taxes and the federal statutory rate are as follows:
Three Months Ended Nine Months Ended ------------------------------------------ ------------------------------------------ September 29, September 30, September 29, September 30, 1996 1995 1996 1995 -------------------- -------------------- -------------------- -------------------- % of % of % of % of (Dollars in thousands) Amount Pre-tax Amount Pre-tax Amount Pre-tax Amount Pre-tax - --------------------------- --------- --------- --------- --------- --------- --------- --------- --------- Pre-tax income*............ $ 61,288 100.0% $ 40,506 100.0% $ 198,923 100.0% $ 171,108 100.0% --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Tax at federal statutory rate..................... 21,451 35.0% 14,177 35.0% 69,623 35.0% 59,888 35.0% State and local income taxes, net of federal benefits................. 4,266 7.0% (2,006) (5.0%) 12,551 6.3% 7,181 4.2% Amortization of nondeductible intangible assets acquired.......... 1,807 2.9% 1,485 3.7% 7,140 3.6% 8,010 4.7% Foreign income............. (427) (0.7%) (184) (0.5%) (1,528) (0.7%) (1,404) (0.8%) Other net.................. 667 1.1% (215) (0.4%) 2,327 1.1% (431) (0.3%) --------- --------- --------- --------- --------- --------- --------- --------- Income taxes at effective tax rate*................ 27,764 45.3% 13,257 32.8% 90,113 45.3% 73,244 42.8% SFAS 121 charge............ (32,264) -- (32,264) -- Gain on Dispositions, Net...................... 11,793 6,334 15,304 6,334 --------- --------- --------- --------- Income Tax Expense......... $ 7,293 $ 19,591 $ 73,153 $ 79,578 --------- --------- --------- --------- --------- --------- --------- ---------
- -------------------------- * Exclusive of the 1996 SFAS 121 charge and the Gain on Dispositions, Net in 1996 and 1995. The variance between the effective tax rate on the SFAS 121 charge and the Gain on Dispositions, Net and the federal statuory rate is primarily due to the nondeductibility of certain assets and state and local taxes included in the tax calculation. 4. ACQUISITIONS/DISPOSITIONS a. Acquisitions --------------- In July 1996, the Company acquired KFOR-TV in Oklahoma City, Oklahoma and WHO-TV in Des Moines, Iowa ("New Television Stations"). The acquisition was accounted for as a purchase. Accordingly, the operating results have been included in the consolidated financial statements from the acquisition date. The aggregate cost of the acquisition was approximately $234,075,000, of which approximately $232,925,000 was paid in cash with the balance representing accrued liabilities. The purchases resulted in increases in intangible assets of approximately $193,272,000 (consisting primarily of network affiliation agreements, FCC licenses and other intangible assets); property plant and equipment of $33,532,000 and other assets of $9,468,000. Net liabilities assumed as a result of the transaction totaled approximately $2,197,000. In June 1996, the Company acquired a newspaper distribution business ("Newspaper Distribution Business") that distributes The Times and other newspapers and periodicals throughout Long Island, Westchester and Fairfield counties in the New York City metropolitan area. The acquisition was accounted for as a purchase. Accordingly, the operating results have been included in the consolidated 7 financial statements from the acquisition date. The aggregate cost of the acquisition was $30,673,000, of which $16,695,000 was paid in cash, $9,915,000 in notes and accounts receivable which were forgiven and the remainder representing short-term notes and assumed liabilities. The purchase resulted in increases of intangible assets of approximately $27,644,000 (consisting primarily of a customer list) and accounts receivable and equipment of $3,029,000. In June 1995, the Company acquired WTKR-TV in Norfolk, Virginia. The acquisition was accounted for as a purchase. Accordingly, the operating results have been included in the consolidated financial statements from the acquisition date. The aggregate net cost of the acquisition was $71,301,000, which was paid in cash. The purchase resulted in increases in intangible assets of approximately $61,343,000 (which consist of a network affiliation agreement, FCC licenses and other intangible assets); property, plant and equipment of $11,189,000, and other assets of $445,000. Net liabilities assumed as a result of the transaction totaled approximately $1,676,000. b. Dispositions --------------- In September 1996, the Company recognized a gain contingency from the disposition of a paper mill in a prior year. This resulted in a pre-tax gain of approximately $25,085,000 ($.14 per share). In June 1996, the Company sold its building at 110 Fifth Avenue, New York, New York. The sale resulted in a pre-tax gain of approximately $7,751,000 ($.04 per share). In the third quarter of 1995, the Company completed the sales of six small regional newspapers. The sales resulted in a net pre-tax gain of approximately $11,291,000 ($4,957,000 after taxes, or $.05 per share). In addition, the Company sold a small regional newspaper in the second quarter of 1995. The sale did not have a material effect on the Company's consolidated financial statements. Had the acquisitions and dispositions occurred at the beginning of each period presented, the pro forma impact on the results of operations for each period presented would not have been material. The third quarter and nine months of 1996 include the results of the New Television Stations, the Newspaper Distribution Business and WTKR-TV. The third quarter and nine months of 1996 do not include any operations from the small regional newspapers sold in 1995. 5. DEBT In July 1996, the Company entered into $100,000,000 and $200,000,000 revolving credit and term loan agreements with a group of banks ("New Agreements"). The New Agreements replace existing revolving credit and term loan agreements aggregating $170,000,000. The New Agreements expire in July 1997 and July 2001, respectively, at which time any outstanding borrowings would be payable. At the Company's discretion, these facilities may be converted into term loans at any time. The $100,000,000 agreement provides for an annual facility fee of 0.0475%. The $200,000,000 agreement provides for an annual facility fee of 0.0675% based on the Company's current credit rating. The agreements permit borrowings which bear interest, at the Company's option, (i) for domestic borrowings: based on the certificates of deposit rate, the Federal Funds rate, a prime rate or a quoted rate; or (ii) for Eurodollar borrowings: based on the LIBOR rate, plus various margins based on the Company's credit rating. The New Agreements include provisions which require, among other matters, minimum specified levels of stockholders' equity. At September 29, 1996, approximately $863,000,000 of stockholders' equity was unrestricted under the new agreement. In July 1996, the Company increased its commercial paper facility to $300,000,000 from $200,000,000. At September 29, 1996, the Company had approximately $153,900,000 in outstanding commercial paper with maturities ranging up to 71 days at a weighted average interest rate of approximately 5.4%. The September 29, 1996 amount is included in long-term debt since the Company has the intention and ability, supported by the Company's New Agreements, to refinance these obligations for at least one year. 8 The New Agreements and commercial paper facility will be used for acquisitions and general corporate purposes. In July 1996, the Company utilized approximately $143,000,000 of the commercial paper facility to finance its acquisition of the New Television Stations. 6. STOCK REPURCHASE PROGRAM During the first nine months of 1996, the Company spent approximately $34,900,000 to repurchase approximately 1,150,000 shares of Class A Common Stock at an average price of $30.33 under the February 1995 authorization of $50,000,000 and the May 1996 authorization of $32,000,000. Subsequent to September 29, 1996, the Company spent approximately $3,100,000 to repurchase approximately 86,500 shares of Class A Common Stock at an average price of $35.56. To date, approximately $12,000,000 remain from the May 1996 authorization. 7. EQUITY PUT OPTIONS In addition to the Company's stock repurchase program (see Note 6), the Company sold put options in two private placements that entitle the holder, upon exercise, to sell one share of Class A Common Stock to the Company at a specified price. At September 29, 1996, approximately $1,200,000 was included in other liabilities on the accompanying Condensed Consolidated Balance Sheets, which represents the amount that the Company would be obligated to pay if all the options were exercised. The proceeds from the sale of put options are accounted for as additional paid-in capital. All put options that were outstanding at September 29, 1996 expired in October 1996. 8. STAFF REDUCTIONS In the nine months ended September 1996, the Company recorded approximately $12,600,000, or $.07 per share, of pre-tax charges relating to additional staff reductions primarily at The New York Times ("The Times") and corporate headquarters. In the year ended 1995, the Company recorded pre-tax charges of approximately $10,100,000, or $.06 per share, for workforce reductions at The Times, The Boston Globe and corporate headquarters. In 1993, the Company recorded pre-tax charges of $35,400,000, or $.23 per share, for severance and related costs for staff reductions at The Times. At September 29, 1996 and December 31, 1995, approximately $18,014,000 and $17,472,000, respectively, were included in accrued expenses on the accompanying Condensed Consolidated Balance Sheets, which represent the unpaid balance of these pre-tax charges. The remaining cash outflows associated with these charges are expected to occur over the next three years due to the timing of certain union pension and welfare fund contributions. 9 Item 2. Management's Discussion and Analysis - -------------------------------------------- Advertising and circulation revenues accounted for approximately 68% and 23%, respectively, of the Company's revenues in the first nine months of 1996. Advertising revenues influence the pattern of the Company's consolidated revenues because they are seasonal in nature. Traditionally, second-quarter and fourth-quarter advertising volume is higher than that which occurs in the first and third quarters. Advertising volume tends to be less in these quarters because economic activity is lower in the post-holiday season and the summer period. 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. The cost of raw materials for the Company and the entire publishing industry has been adversely affected by the significant increases in newsprint and magazine paper prices throughout 1995 and into 1996. However, paper prices have begun to decline and prices in the 3rd quarter of 1996 were lower than those in 1995. The lower prices are expected to continue through the end of 1996. The Company currently expects that in the fourth quarter of 1996 these lower prices will reduce the cost of raw materials in the Newspaper and Magazine Groups and will result in slightly lower Income from Joint Ventures. Beginning with the 1996 first quarter, equity ownership interests in investments of between 20% and 50% held by the Company are reported on a pre-tax basis and are included in the line "Income from Joint Ventures" in the Condensed Consolidated Statements of Operations. These equity ownership interests include investments in two paper mills, the International Herald Tribune S.A.S. ("IHT") and a new venture. The 1995 amounts have been reclassified to conform with this presentation. The 1996 third-quarter and nine-month results were affected by the following special factors: - $126.8 million pre-tax non-cash accounting charge ($.97 per share for the quarter and nine months) related to the measurement for impairment of long-lived assets as required by Financial Accounting Standards Board No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets To Be Disposed Of ("SFAS 121 charge"). - $25.1 million pre-tax gain ($.14 per share for the quarter and nine months) resulting from the recognition of a gain contingency from the disposition of a paper mill in a prior year. - $7.0 million pre-tax charge for the quarter ($.04 per share) and $12.6 million pre-tax charge for the nine months ($.07 per share) for severance and related costs resulting from work force reductions ("buyouts"). - $7.8 million pre-tax gain ($.04 per share for the nine months) from the sale of the 110 Fifth Avenue building. The 1995 third-quarter and nine-month results were affected by the following special factor: - $11.3 million pre-tax gain ($.05 per share for the quarter and nine months) resulting from a sale of six small regional newspapers. It is likely that the Company will continue to have severance and related costs due to workforce reductions in 1996 and subsequent years, as the Company responds to competitive conditions and changes in technology by reducing its cost structure and streamlining its operations. RESULTS OF OPERATIONS - --------------------- The 1996 third-quarter net loss was $47.7 million, or $.49 per share, compared with net income of $32.2 million, or $.33 per share, in 1995. For the first nine months of 1996, net income was $31.8 million, or $.33 per share compared, with $102.8 million, or $1.06 per share, in 1995. Exclusive of the special factors described above, 1996 third-quarter and nine-month net income would have been $37.4 million, or $.38 per share, and $115.7 million, or $1.19 per share, compared to 1995 third-quarter and nine-month net income, which would have been $27.2 million, or $.28 per share, and $97.8 million, or $1.01 per share, respectively. The increase in 1996 net income (exclusive of special factors) of 37.3% for the quarter and 18.3% for the nine months is principally due to improved operations in the Newspaper and Broadcast Groups and higher earnings from paper mills in which the Company has investments. 10 Revenues for the third quarter of 1996 were $629.0 million compared with $573.0 million in the 1995 quarter, an increase of 9.8%. Revenues for the first nine months of 1996 were $1.90 billion, an increase of 8.1% over the first nine-month revenues of $1.75 billion in 1995. On a comparable basis, adjusted for acquisitions and dispositions of certain properties, 1996 third-quarter revenues increased by approximately 8.5% over 1995 and nine-month revenues increased by approximately 7.8% over 1995. Production costs and expenses for the third quarter of 1996 increased to $334.0 million in 1996 from $322.8 million in 1995. The increase was due to higher wage and benefit expenses, offset in part by lower newsprint and magazine paper prices. Production costs and expenses for the first nine months of 1996 were $1.01 billion compared with $947.2 million in 1995. The increase was due to higher newsprint and magazine paper prices in the first half of the year, higher wages and benefits, and increased depreciation expenses associated with new equipment. Selling, general and administrative expenses for the third quarter and nine months of 1996 were $232.1 million and $680.5 million compared with $207.6 million and $624.1 million in the 1995 comparable periods. The increases were primarily due to buyout charges, increased salary and benefit expenses, and increased amortization costs associated with acquisitions. In September 1996, the Company recorded the SFAS 121 charge of $126.8 million (See Note 2 of the Notes To Condensed Financial Statements). Operating profit before special factors, rose to $69.9 million for the third quarter of 1996 from the operating profit of $42.6 million in 1995 and rose to $218.6 million for the first nine months of 1996 from $182.8 million in 1995. The improvement in operating profit in the Newspaper and Broadcast Groups was partially offset by incremental corporate expenses associated with the Company's reengineering program and a decrease in operating profit at the Magazine Group. Income from Joint Ventures increased to $6.4 million for the third quarter of 1996 from $3.5 million in 1995 and increased to $13.3 million in the first nine months of 1996 from $8.0 million in 1995. The increases were primarily a result of higher selling prices for paper at the mills in which the Company has investments offset by losses incurred from a new venture. The 1996 third-quarter earnings, excluding the SFAS 121 charge and Gains on Dispositions, Net and before interest, income taxes, depreciation and amortization ("EBITDA") rose to $108.3 million from $80.6 million in the 1995 quarter; EBITDA for the first nine months of 1996 rose to $330.2 million from $292.6 million in the comparable 1995 period. Depreciation and amortization expense was $39.0 million in the third quarter of 1996 compared with $34.5 million in 1995 and $110.9 million for the first nine months of 1996 compared with $101.9 million in 1995. Interest expense, net of interest income, increased to $8.0 million and $20.4 million for the 1996 third quarter and nine months, respectively, from $5.6 million and $19.7 million in the comparable 1995 periods. The increase was due principally to the financing cost associated with the acquisition of the New Television Stations in July 1996. Gain on Dispositions, Net increased to $25.1 million for the third quarter of 1996 from $11.3 million in 1995 and increased to $32.8 million in the first nine months of 1996 from $11.3 million in 1995. The third quarter and nine months include a $25.1 million gain from the recognition of a gain contingency and a $7.8 million gain from the sale of a building (see special factors described above). The 1995 third quarter and nine months included a $11.3 million gain resulting from a sale of six small newspapers (see special factors described above). The Company utilized an effective tax rate, exclusive of the taxes related to the special factors, of 45.3% for the quarter and first nine months of 1996, compared with an effective tax rate of 32.7% and 42.8% in the comparable 1995 periods. The variations in the rates for both periods primarily related to a favorable state tax ruling in the third quarter of 1995. 11 SEGMENT INFORMATION - -------------------
Three Months Ended Nine Months Ended ---------------------------- ---------------------------- September 29, September 30, September 29, September 30, (Dollars in thousands) 1996 1995 1996 1995 - ----------------------------------------------------- ------------- ------------- ------------- ------------- REVENUES Newspapers........................................... $ 557,208 $ 507,334 $ 1,694,723 $ 1,566,569 Magazines............................................ 40,217 43,430 122,636 127,261 Broadcasting......................................... 31,618 22,214 79,413 60,171 ------------- ------------- ------------- ------------- Total............................................ $ 629,043 $ 572,978 $ 1,896,772 $ 1,754,001 ------------- ------------- ------------- ------------- ------------- ------------- ------------- ------------- OPERATING (LOSS) PROFIT Newspapers........................................... $ (61,281) $ 36,085 $ 82,237 $ 158,458 Magazines............................................ 6,287 7,466 19,821 28,589 Broadcasting......................................... 7,331 4,397 18,703 13,369 Unallocated Corporate Expenses....................... (16,233) (5,341) (41,514) (17,665) ------------- ------------- ------------- ------------- Total............................................ $ (63,896) $ 42,607 $ 79,247 $ 182,751 ------------- ------------- ------------- ------------- ------------- ------------- ------------- ------------- DEPRECIATION AND AMORTIZATION Newspapers........................................... $ 34,780 $ 32,633 $ 102,901 $ 98,835 Magazines............................................ (1,929) (2,113) (5,518) (5,973) Broadcasting......................................... 5,447 3,503 12,021 7,859 Corporate............................................ 651 421 1,252 857 Joint Ventures....................................... 96 95 288 285 ------------- ------------- ------------- ------------- Total............................................ $ 39,045 $ 34,539 $ 110,944 $ 101,863 ------------- ------------- ------------- ------------- ------------- ------------- ------------- -------------
12 A discussion of the operating results of the Company's segments follows: NEWSPAPER GROUP: The Newspaper Group consists of The New York Times ("The Times"), The Boston Globe ("The Globe"), 21 Regional Newspapers, newspaper wholesalers, and Information Services (which includes a news service, a features syndicate, TimesFax, licensing operations of The Times databases and microfilm). The New Ventures category consists of new projects developed in electronic media by The Times and The Globe as well as various new media investments such as Video News International.
Three Months Ended Nine Months Ended ---------------------------- ---------------------------- September 29, September 30, September 29, September 30, (Dollars in thousands) 1996 1995 1996 1995 - ----------------------------------------------------- ------------- ------------- ------------- ------------- REVENUES Newspapers........................................... $ 555,471 $ 506,944 $ 1,689,187 $ 1,566,088 New Ventures......................................... 1,737 390 5,536 481 ------------- ------------- ------------- ------------- Total Revenues....................................... $ 557,208 $ 507,334 $ 1,694,723 $ 1,566,569 ------------- ------------- ------------- ------------- EBITDA Newspapers........................................... $ 102,191 $ 71,963 $ 317,654 $ 261,444 New Ventures......................................... (3,000) (3,245) (6,824) (4,151) ------------- ------------- ------------- ------------- Total EBITDA......................................... $ 99,191 $ 68,718 $ 310,830 $ 257,293 ------------- ------------- ------------- ------------- OPERATING (LOSS) PROFIT Newspapers........................................... $ (54,895) $ 39,457 $ 93,026 $ 162,759 New Ventures......................................... (6,386) (3,372) (10,789) (4,301) ------------- ------------- ------------- ------------- Total Operating Profit............................... $ (61,281) $ 36,085 $ 82,237 $ 158,458 ------------- ------------- ------------- ------------- ------------- ------------- ------------- -------------
The Group's third-quarter 1996 operating profit, excluding buyouts and the SFAS 121 charge, rose to $62.7 million from $36.1 million in the 1995 third quarter on revenues of $557.2 million and $507.3 million respectively. Operating profit for the first nine months of 1996, excluding buyouts and the SFAS 121 charge, rose to $211.5 million from $158.5 million in 1995 on revenues of $1.69 billion and $1.57 billion respectively. The increase in the Group's revenues for both the quarter and nine months was due primarily to higher advertising and circulation revenues as a result of higher rates offset by softness in advertising and circulation volume. The improvement in operating profit for the third quarter included the favorable effect of a 4% decrease in the Company's average cost of newsprint over the 1995 third quarter. Operating profit for the nine months improved despite a 20% increase in the Company's average cost of newsprint over the comparable 1995 period. 13 Average circulation for the three and nine months, 1996 on a comparable basis were as follows:
Three Months Ended September 29, 1996 ------------------------------------------------ (Copies in thousands) Weekday % Change Sunday % Change - ---------------------------------------------------------------------- ----------- ----------- --------- ----------- AVERAGE CIRCULATION The New York Times.................................................... 1,050.5 (1.1%) 1,635.7 (0.7%) The Boston Globe...................................................... 472.0 (5.4%) 767.5 (4.0%) Regional Newspapers................................................... 696.8 (2.9%) 756.8 (1.4%) Nine Months Ended September 29, 1996 ------------------------------------------------ (Copies in thousands) Weekday % Change Sunday % Change - ---------------------------------------------------------------------- ----------- ----------- --------- ----------- AVERAGE CIRCULATION The New York Times.................................................... 1,096.2 (1.0%) 1690.8 (0.7%) The Boston Globe...................................................... 472.7 (5.5%) 766.1 (3.2%) Regional Newspapers................................................... 729.7 (3.8%) 788.3 (2.1%)
The average circulation decline is partly attributable to the increase in newsstand and home delivery prices and a decrease in distribution to selected outlying areas. 14 Advertising volume on a comparable basis for the quarter and nine months was as follows:
Three Months Ended Nine Months Ended (Inches in thousands) September 29, September 29, - --------------------------------------------------------------------- ---------------------- ---------------------- 1996 % Change 1996 % Change --------- ----------- --------- ----------- ADVERTISING VOLUME (EXCLUDING PREPRINTS) The New York Times................................................... 848.2 (2.4)% 2,705.8 (2.1)% The Boston Globe..................................................... 698.5 (0.4)% 2,131.9 (0.6)% Regional Newspapers.................................................. 3,711.0 (0.1)% 11,382.4 (0.4)%
Advertising volume at The Times for the third quarter of 1996 decreased 2.4% from the 1995 third quarter. The retail and zoned categories showed decreases of 5.3% and 9.0%, respectively, while national and classified showed increases of 2.9% and 0.8%. For the 1996 nine months, advertising volume decreased 2.1%. All categories, except national, experienced declines, with retail being the most significant with a 7.9% decrease from the 1995 nine months. At The Globe, advertising volume for the 1996 third quarter decreased 0.4% over the 1995 third quarter. The decrease was primarily attributable to lower volume in the retail and national categories of 9.1% and 3.5% respectively. For the 1996 nine months, advertising volume decreased 0.6% as a result of decreases in the retail, national and zoned categories of 7.3%, 5.2%, and 0.3%, respectively, offset by increased advertising in the classified category of 5.1%. Preprint distribution was down 3.5% for the quarter and 6.9% for the nine months from 1995. Advertising volume at the Regional Newspapers decreased 0.1% and 0.4% for the third-quarter and nine-month periods from the 1995 comparable periods respectively. The decreases were a result of lower volume in the retail and national advertising categories, offset by an increase in the legal and classified categories over 1995. Preprint distribution increased 2.0% and 1.1% for the third-quarter and nine-month periods over 1995 respectively. MAGAZINE GROUP: The Magazine Group is comprised of a number of publications, New Ventures such as computerized systems for golf tee-time reservations and on-line magazine services, and related activities in the sports/leisure fields.
Three Months Ended Nine Months Ended ---------------------------- ---------------------------- September 29, September 30, September 29, September 30, (Dollars in thousands) 1996 1995 1996 1995 - ----------------------------------------------------- ------------- ------------- ------------- ------------- REVENUES Sports/Leisure Magazines............................. $ 37,412 $ 40,930 $ 114,402 $ 119,761 Non-Compete.......................................... 2,500 2,500 7,500 7,500 New Ventures......................................... 305 -- 734 -- ------------- ------------- ------------- ------------- Total Revenues....................................... $ 40,217 $ 43,430 $ 122,636 $ 127,261 ------------- ------------- ------------- ------------- EBITDA Sports/Leisure Magazines............................. $ 6,982 $ 5,432 $ 19,438 $ 22,695 New Ventures......................................... (1,553) (79) (4,064) (79) ------------- ------------- ------------- ------------- Total EBITDA......................................... $ 5,429 $ 5,353 $ 15,374 $ 22,616 ------------- ------------- ------------- ------------- OPERATING PROFIT (LOSS) Sports/Leisure Magazines............................. $ 5,525 $ 5,045 $ 16,921 $ 21,168 Non-Compete.......................................... 2,500 2,500 7,500 7,500 New Ventures......................................... (1,738) (79) (4,600) (79) ------------- ------------- ------------- ------------- Total Operating Profit............................... $ 6,287 $ 7,466 $ 19,821 $ 28,589 ------------- ------------- ------------- ------------- ------------- ------------- ------------- -------------
The Magazine Group's third-quarter operating profit, excluding the SFAS 121 charge, was $7.4 million in 1996, compared with $7.5 million in 1995 on revenues of $40.2 million and $43.4 million respectively. Operating profit for the first nine months, excluding the SFAS 121 charge, was $20.9 million in 1996, compared with $28.6 million in 1995 on revenues of $122.6 million and $127.3 million respectively. The decreases were primarily due to lower advertising revenues in both the third quarter and nine months and an increase in paper costs for the nine months of 1996 over 1995. BROADCASTING GROUP: The Broadcasting Group is comprised of eight network-affiliated television stations and two radio stations.
Three Months Ended Nine Months Ended ---------------------------- ---------------------------- September 29, September 30, September 29, September 30, (Dollars in thousands) 1996 1995 1996 1995 - ----------------------------------------------------- ------------- ------------- ------------- ------------- Revenues............................................. $ 31,618 $ 22,214 $ 79,413 $ 60,171 ------------- ------------- ------------- ------------- EBITDA............................................... $ 12,778 $ 7,900 $ 30,724 $ 21,228 ------------- ------------- ------------- ------------- Operating Profit..................................... $ 7,331 $ 4,397 $ 18,703 $ 13,369 ------------- ------------- ------------- -------------
15 The Broadcasting Group's third-quarter operating profit, was $7.3 million in the 1996 compared with $4.4 million in 1995 on revenues of $31.6 million and $22.2 million respectively. Operating profit, excluding buyouts, was $18.9 million for the first nine months of 1996 compared with $13.4 million in 1995 on revenues of $79.4 million and $60.2 million respectively. The revenue and operating profit increases were principally attributable to the operations of WTKR-TV, Norfolk, Virginia, which was acquired in June 1995, and two NBC affiliates acquired in July 1996, KFOR-TV, Oklahoma City, Oklahoma and WHO-TV, Des Moines, Iowa. (See Note 4 of the Notes to Condensed Consolidated Financial Statements.) LIQUIDITY AND CAPITAL RESOURCES - ------------------------------- Net cash provided by operating activities was $267.7 million in the 1996 third quarter compared with $197.9 million in 1995. Such cash in addition to the utilization of funds from external sources, were primarily used to modernize facilities and equipment, pay dividends to stockholders and for acquisitions. The Company believes that cash generated from its operations and the availability of funds from external sources, as discussed below, should be adequate to cover working capital needs, planned capital expenditures, dividend payments to stockholders and other cash requirements. The ratio of current assets to current liabilities was .77 at September 29, 1996, and .89 at December 31, 1995, and long-term debt and capital lease obligations as a percentage of total capitalization was 34% at September 29, 1996, and 28% at December 31, 1995. ACQUISITIONS: In July 1996, the Company acquired KFOR-TV in Oklahoma City, Oklahoma and WHO-TV in Des Moines, Iowa ("New Television Stations"). The acquisition was accounted for as a purchase. Accordingly, the operating results have been included in the consolidated financial statements from the acquisition date. The aggregate cost of the acquisition was approximately $234.1 million, of which approximately $232.9 million was paid in cash and the balance representing accrued liabilities. In June 1996, the Company acquired a newspaper distribution business that distributes The Times and other newspapers and periodicals throughout Long Island, Westchester and Fairfield counties in the New York City metropolitan area. The acquisition was accounted for as a purchase. Accordingly, the operating results have been included in the consolidated financial statements from the acquisition date. The aggregate cost of the acquisition was $30.7 million, of which $16.7 million was paid in cash, $9.9 million in notes and accounts receivable which were forgiven and the remainder representing short-term notes and assumed liabilities. FINANCING: In July 1996, the Company entered into $100.0 million and $200.0 million revolving credit and term loan agreements with a group of banks ("New Agreements"). The New Agreements replaced existing revolving credit and term loan agreements aggregating $170.0 million. The New Agreements expire in July 1997 and July 2001, respectively, at which time any outstanding borrowings would be payable. At the Company's discretion, these facilities may be converted into term loans at any time. Interest is payable on a quarterly basis for both agreements. In July 1996, the Company increased the commercial paper facility to $300.0 million from $200.0 million. At September 29, 1996, the Company had approximately $153.9 million in outstanding commercial paper with maturities ranging up to 71 days at a weighted average interest rate of approximately 5.4%. The outstanding commercial paper is supported by the Company's New Agreements. The New Agreements and commercial paper facility will be used for acquisitions and general corporate purposes. In July 1996, the Company utilized approximately $143.0 million of the commercial paper facility to finance the acquisition of the New Television Stations. Subsequent to September 29,1996, a former jointly-owned affiliate, Spruce Falls Power and Paper Company Limited, repaid a $26.5 million loan receivable. The loan repayment period was not scheduled to commence until December 1997. 16 LOSS IMPAIRMENT: The $126.8 million SFAS 121 charge has no impact on the Company's 1996 cash flow or its ability to generate cash flow in the future. As a result of the SFAS 121 charge, depreciation and amortization expense related to these assets will decrease in future periods. In conjunction with the review for impairment, the estimated useful lives of certain of the Company's long-lived assets were reviewed. This review resulted in the acceleration of amortization expense for certain intangible assets. In the aggregate, the net effect of the change on depreciation and amortization expense is not anticipated to have a material effect on earnings per share in the future. STOCK REPURCHASE PROGRAM: At January 1, 1996, approximately $18.0 million remained under a $50 million authorization pursuant to a stock repurchase plan announced in February 1995. In May 1996, the Board of Directors authorized additional expenditures of up to $32.0 million. During the first nine months of 1996, the Company spent approximately $34.9 million under these authorizations. Under the programs, purchases may be made from time to time either in the open market or through private transactions. Purchases may be suspended from time to time or discontinued. Subsequent to September 29, 1996, the Company spent approximately $3.1 million under the May authorization noted above. To date, approximately $12.0 million remain from the May 1996 authorization. CAPITAL EXPENDITURES: The Company is constructing a new production and distribution facility in College Point, New York for the production of The Times. The Company estimates that the cost of the new facility will be approximately $315.0 million, exclusive of capitalized interest currently projected to be $35.0 million. At September 29, 1996, approximately $248.9 million has been incurred. Construction began in August 1994 and completion is expected in the middle of 1997. The Company currently estimates that, inclusive of the College Point facility, capital expenditures for 1996 will range from $235.0 million to $250.0 million. The Company currently anticipates that depreciation and amortization will be approximately $150.0 million to $160.0 million for 1996 compared with $138.9 million in 1995. OTHER: At September 29, 1996, approximately $18.0 million of payments remain from charges associated with staff reductions. The cash outflows associated with these charges are expected to occur over the next three years as a result of the timing of certain union pension and welfare fund contributions. The Company expects to fund the amounts through internally-generated funds. FACTORS THAT COULD AFFECT OPERATING RESULTS - ------------------------------------------- Except for the historical information contained herein, the matters discussed in this quarterly report are forward-looking statements that involve risks and uncertainties, including the price of newsprint and magazine paper prices that differ from levels anticipated by the Company, national and local economic conditions that could influence the level of retail, national and classified advertising revenue and circulation revenue, the impact of competing products and pricing that could affect levels (rate and volume) of advertising and circulation generated by the markets served by the Company's business segments, and other risks detailed from time to time in the Company's publicly-filed documents, including its Quarterly Reports on Form 10-Q for the period ended March 31, 1996. 17 PART II. OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K -------------------------------- (a) EXHIBITS ------------ 10.1 The Company's 1991 Executive Stock Incentive Plan, as amended through September 19, 1996 10.2 The Company's 1991 Executive Cash Bonus Plan, as amended through September 19, 1996 10.3 The Company's Non-Employee Director's Stock Option Plan, as amended through September 19, 1996 11. Statements re: Computation of earnings per share 27. Financial Data Schedule
(b) REPORTS ON FORM 8-K No reports on Form 8-K have been filed during the period for which this report is filed. 18 SIGNATURES Pursuant to the requirements 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. THE NEW YORK TIMES COMPANY -------------------------- (Registrant) Date: November 12, 1996 ----------------- /s/ Diane P. Baker -------------------------------------------- Diane P. Baker Senior Vice President and Chief Financial Officer (Principal Financial Officer)
18 Exhibit Index to Quarterly Report Form 10-Q ------------------------------------------- Quarter Ended September 29, 1996 -------------------------------
EXHIBIT NO. EXHIBIT - ----------- ----------------------------------------------------------------------------------------------------- 10.1 The Company's 1991 Executive Stock Incentive Plan, as amended through September 19, 1996 10.2 The Company's 1991 Executive Cash Bonus Plan, as amended through September 19, 1996 10.3 The Company's Non-Employee Director's Stock Option Plan, as amended through September 19, 1996 11. Statements of Computation of Primary and Fully-Diluted Net Income Per Share 27. Financial Data Schedule
19 EX-10.1 2 1991 EXECUTIVE STOCK THE NEW YORK TIMES COMPANY 1991 EXECUTIVE STOCK INCENTIVE PLAN EXHIBIT 10.1 AS AMENDED 1. NAME AND GENERAL PURPOSE The name of this plan is The New York Times Company 1991 Executive Stock Incentive Plan (hereinafter called the "Plan"). The purpose of the Plan is to enable the Company (as hereinafter defined) to retain and attract executives who enhance its tradition and contribute to its success by their ability, ingenuity and industry, and to enable them to participate in the long-term success and growth of the Company. 2. DEFINITIONS (a) "Awards"--has the meaning specified in Section 12 hereof. (b) "Board"--means the Board of Directors of the Company. (c) "Cash Plan"--means the Company's 1991 Executive Cash Bonus Plan. (d) "Code"--means the Internal Revenue Code of 1986, as amended. (e) "Committee"--means the Committee referred to in Section 3 of the Plan. If at any time no Committee shall be in office then the functions of the Committee specified in the Plan shall be exercised by those members of the Board who are Non-Employee Directors. (f) "Common Stock"--means shares of the Class A Common Stock of the Company. (g) "Company"--means The New York Times Company, a corporation organized under the laws of the State of New York (or any successor corporation), and, unless the context otherwise requires, its subsidiaries (as hereinafter defined) and other non-corporate entities in which it owns directly or indirectly 20% or more of the equity interests. A "subsidiary" means any corporation in which the Company possesses directly or indirectly 50% or more of the combined voting power of all classes of stock. (h) "Consolidated Statement of Income"--means the consolidated statement of income (or any comparable statement, however designated) of the Company, audited by the independent certified public accountants of the Company and contained in the Company's annual report to stockholders or proxy statement. (i) "Disability"--means total disability as defined under the Company's long-term disability plan, whether or not the Participant is covered by such plan, as determined by the Committee. (j) "Fair Market Value"--means the arithmetic mean of the highest and lowest sales prices of the Common Stock as reported in the Consolidated Transactions of the American Stock Exchange ("AMSE") (or such other national securities exchange on which the Common Stock may be listed at the time of determination, and if the Common Stock is listed on more than one exchange, then on the one located in New York or if the Common Stock is listed only on the National Association of Securities Dealers Automated Quotations System ("NASDAQ"), then on such system) on the date of the grant or other date on which the Common Stock is to be valued hereunder. If no sale shall have been made on the AMSE, such other exchange or the NASDAQ on such date or if the Common Stock is not then listed on any exchange or on the NASDAQ, Fair Market Value shall be determined by the Committee in accordance with Treasury Regulations applicable to incentive stock options. (k) "Income Before Income Taxes"--means the amount designated as Income Before Income Taxes for the applicable year and shown separately on the Consolidated Statement of Income for such year. (l) "Non-Employee Director"--means any Director of the Company who at the time of acting is a "Non-Employee Director" under Rule 16b-3 or any successor rule ("Rule 16b-3") under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). (m) "Participant"--means a key employee of the Company who is selected by the Committee to participate in any one or more parts of the Plan from among persons who in the judgment of the Committee are key employees of the Company. In general, key employees are those employees who have principal responsibility for, or who contribute substantially to, the management efficiency, editorial achievement or financial success of the Company. Only employees of The New York Times Company, its subsidiaries and other non-corporate entities in which it owns directly or indirectly 40% or more of the equity interests are eligible to participate in the Plan. (n) "Retirement"--means retirement as defined by the terms of "The New York Times Companies Pension Plan" which became effective December 31, 1988, or any successor retirement plan, whether or not the Participant is a member of such retirement plan, and, in the case of employees of Affiliated Publications, Inc., or any subsidiary thereof, who retire under the terms of the Globe Newspaper Company Retirement Plan, which became effective January 1, 1994 (the "Globe Pension Plan") or any successor retirement plan, "Retirement" shall also mean retirement as defined by the terms of the Globe Pension Plan or any successor plan. 3. ADMINISTRATION OF THE PLAN The Plan shall be administered by the Board or the Committee appointed by it and composed of two or more directors all of whom shall be Non-Employee Directors. The membership of the Committee shall be constituted so as to comply at all times with the applicable requirements of Rule 16b-3, and with the administration requirements of Section 162(m)(4)(C) of the Code. The Committee shall serve at the pleasure of the Board and shall have such powers as the Board may from time to time confer upon it. 4. OPTIONS AND AWARDS UNDER THE PLAN Options, which include "Non-Qualified Options" and "Incentive Stock Options" or combinations thereof, are rights to purchase Common Stock. Non-Qualified Options and Incentive Stock Options are subject to the terms, conditions and restrictions provided in Part I of the Plan. Awards under the Plan may include one or more of the following types, either alone or in any combination thereof: (i) "Stock Awards," (ii) "Restricted Stock Awards," (iii) "Retirement Unit Awards," (iv) "Annual Performance Awards," (v) "Performance Awards" or "Other Awards." Stock Awards are granted under Part IIA of the Plan. Restricted Stock Awards are granted under Part IIB of the Plan. Retirement Unit Awards are granted under Part IIC of the Plan. Annual Performance Awards are granted under Part IID of the Plan. Performance Awards or Other Awards are granted under Part IIE of the Plan. Awards are subject to the terms, conditions and restrictions provided in the respective subparts of Part II of the Plan. Annual Performance Awards will be based exclusively on the criteria set forth in Section 27A. PART I STOCK OPTIONS 5. PURPOSE The purpose of the Stock Option portion of the Plan is to provide an added incentive for effective service and high levels of performance to Participants by affording them an opportunity, under the terms of the Plan, to acquire Common Stock and thereby to increase their proprietary interest in the continued progress and success of the Company. 2 6. DETERMINATION OF OPTIONEES; SHARES SUBJECT TO OPTIONS (a) The Committee may grant options to purchase Common Stock ("Options") to Participants in such amounts as the Committee may determine, subject to the conditions and limitations set forth in the Plan. Options may be granted in combination with Awards made under the Plan, and Options may be granted to any Participant whether or not he or she was eligible for, or received, an Award. (b) The number of shares of Common Stock with respect to which Options may be granted to any key employee during any calendar year shall not exceed 200,000 (subject to adjustment as provided in Sections 28 and 29 hereof). (c) There may be issued under the Plan pursuant to the exercise of Options, an aggregate of not more than 20,000,000 shares of Common Stock, subject to adjustment as provided in Sections 28 and 29 hereof. Shares of Common Stock issued pursuant to Options may be either authorized but unissued shares, treasury shares, reacquired shares, or any combination thereof. Any shares subject to an Option which expires without being exercised shall be available for issuance under new Options. 7. OPTION PRICE The exercise price of Common Stock subject to Options granted pursuant to the Plan shall be the Fair Market Value thereof at the time the Option is granted. If a Participant owns or is deemed to be the owner of, by reason of the attribution rules under Section 425(d) of the Code, more than 10% of the combined voting power of all classes of the stock of the Company or any subsidiary of the Company and an Option granted to such Participant is intended to qualify as an Incentive Stock Option within the meaning of Section 422 of the Code, the option price shall be no less than 110% of the Fair Market Value of the Common Stock on the date the Option is granted. 8. PAYMENT OF OPTION PRICE The purchase price is to be paid in full when the Option is exercised and stock certificates will be delivered only against such payment. Such purchase price may be paid in such form as the Committee may determine. Payment of the option price may be made (i) in cash, (ii) by delivering a properly executed exercise notice to the Company together with a copy of irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds to pay the purchase price, (iii) by delivering to the Company shares of Common Stock previously owned, (iv) by electing to have the Company retain Common Stock which would be otherwise issued on exercise of the Option, or (v) any combination of the foregoing forms, all subject to the approval of the Committee and to such rules as the Committee may adopt. In determining the number of shares of Common Stock necessary to be delivered to or retained by the Company, such Common Stock shall be valued at Fair Market Value. 9. TYPES OF STOCK OPTIONS (a) Options granted under the Plan may be two types, an incentive stock option ("Incentive Stock Option") and a non-qualified stock option ("Non-Qualified Option"). It is intended that Incentive Stock Options granted hereunder shall constitute incentive stock options within the meaning of Section 422 of the Code. Anything in the Plan to the contrary notwithstanding, (i) no provision of this Plan relating to Incentive Stock Options shall be interpreted, amended or altered, nor shall any discretion or authority granted under the Plan be so exercised, so as to disqualify either the Plan or any Incentive Stock Option granted under such provisions of the Code, and (ii) no Option designated by the Committee as a Non-Qualified Option shall constitute an Incentive Stock Option. In furtherance of the foregoing and not by way of limitation, no Incentive Stock Option shall be granted to a Participant who is not an employee of The New York Times Company or one of its subsidiaries. (b) If the aggregate Fair Market Value of the Common Stock (determined as of the date of grant) for which any optionee may for the first time exercise Incentive Stock Options in any calendar year 3 under the Plan and any other stock option plan of the Company, considered in the aggregate, exceeds $100,000, such excess Incentive Stock Options will be treated as Non-Qualified Options. 10. TERMS OF STOCK OPTIONS (a) Each Option will be for a term of not more than ten years from the date of grant, except that if a Participant owns or is deemed to be the owner of, by reason of the attribution rules of Section 425(d) of the Code, more than 10% of the combined voting power of all classes of stock of the Company or any subsidiary of the Company and an Incentive Stock Option is granted to such Participant, the term of such Option shall be no more than five years from the date of grant. (b) An Option may not be exercised within one year after the date of grant except in the case of the death of the optionee or upon termination of active employment with the Company by reason of the Disability or Retirement of the optionee during such period. Thereafter, an Option shall be exercisable in such installments, if any, as the Committee may specify, and shall be exercisable during the optionee's lifetime only by the optionee (or, if the optionee is disabled, by any guardian or other legal representative appointed to represent him or her) and, except as provided in subsections (c) and (d) below, shall not be exercisable by the optionee unless at the time of exercise such optionee is an employee of the Company. (c) Upon termination of active employment with the Company by reason of Disability or Retirement, an optionee (or, if the optionee is disabled, any guardian or legal representative appointed to represent him or her) may exercise all Options otherwise exercisable by him or her at the time of such termination of employment (subject to the provisions of subsection (e) below) until the expiration thereof. In the event an optionee dies while employed by the Company or after termination of employment by reason of Disability or Retirement, the person who acquired the right to exercise his or her Options by reason of the death of the optionee, as provided in Section 30 hereof, may exercise such Options otherwise exercisable at the time of death (subject to the provisions of subsection (e) below) at any time until the expiration thereof. (d) Upon termination of employment with the Company for any reason other than death, Retirement or Disability, the optionee may exercise all Options otherwise exercisable by him or her at the time of such termination of employment for an additional one year after such termination of employment. In the event such optionee dies within such one-year period, the person who acquired the right to exercise his or her Options by reason of the death of the optionee, as provided in Section 30 hereof, may exercise such Options at any time within the period of the greater of (i) the remainder of the one-year period described in the foregoing sentence, or (ii) three months from the date of the optionee's death. For purposes of this Section 10(d), in the event that any optionee is rehired by the Company within one year of such optionee's termination of employment with the Company, such optionee shall be deemed not to have terminated employment for purposes of determining the expiration date of all unexpired non-qualified stock options held by such individual on the date of rehire, with the effect that such options shall continue to be exercisable at any time until the expiration thereof (subject to the terms thereof and the provisions of this Section 10). (e) Notwithstanding any of the foregoing, no Option shall be exercisable in whole or in part after the expiration date provided in the Option. In the event of the death of the optionee while employed by the Company, or the Disability or Retirement of the optionee, the Committee shall have the discretion to provide for the acceleration of the exercisability of Options exercisable over a period of time, or alternatively, to provide for all or any part of such Options to continue to become exercisable in such installments as originally specified by the Committee, or such revised installments as specified by the Committee at the time of termination of employment (but in no event beyond the original expiration date), in either case subject to such conditions as determined by the Committee in its discretion. No Option shall be transferable otherwise than by will or by the laws of descent and distribution. 4 11. OPTION AGREEMENTS In consideration of any Options granted to a Participant under the Plan, if requested by the Committee, such Participant shall enter into an Option Agreement with the Company providing, in addition to such other terms as the Committee may deem advisable, that the optionee must remain in the employ of the Company for one year before such optionee will be entitled to exercise the Option, except as provided in Section 10 hereof with respect to death, Disability and Retirement, and specifying the installments, if any, in which such Option shall become exercisable. PART II AWARDS 12. FORM OF AWARDS The Award portion of the Plan is designed to provide incentives for Participants by the making of awards of supplemental compensation ("Awards"). The Committee, subject to the terms and conditions hereof, may make Awards to a Participant in any one, or in any combination, of the following forms: (a) Common Stock as provided in Part IIA of the Plan ("Stock Awards"); (b) Restricted Stock as provided in Part IIB of the Plan ("Restricted Stock Awards"); (c) Retirement Units as provided in Part IIC of the Plan ("Retirement Unit Awards"); (d) Annual Performance Awards as provided in Part IID of the Plan ("Annual Performance Awards"); and (e) Performance Awards ("Performance Awards") or other forms of Awards ("Other Awards"), as provided in Part IIE of the Plan. Awards may be made to a Participant whether or not he or she is receiving an Option grant under Part I of the Plan for the year and whether or not he or she receives an award under the Cash Plan. Awards will be based on a Participant's performance in those areas for which the Participant is directly responsible. Performance for this purpose may be measured by the achievement of specific management goals such as, but not limited to, an increase in earnings or the operating cash flow of the Company, outstanding initiative or achievement in any department of the Company, or any other standards specified by the Committee. Annual Performance Awards will be based exclusively on the criteria set forth in Section 27A. 13. MAXIMUM AMOUNT AVAILABLE FOR THE ACCRUAL OF AWARDS UNDER PART II OF THE PLAN FOR ANY YEAR (a) No accrual for Awards shall be made hereunder (or under the Cash Plan) for any year unless cash dividends of not less than ten cents ($.10) per share (subject to adjustment as provided in Sections 28 and 29 hereof) have been declared on the outstanding Class A and Class B Common Stock of the Company during such year. (b) In the event that the above condition is met for any year during the continuance of this Plan, the maximum aggregate amount that may be accrued for Awards under the Plan and the Cash Plan for such year shall be 4% of Income Before Income Taxes. The Committee, in its sole discretion, may make adjustments in Income Before Income Taxes to take account of extraordinary, unusual or infrequently occurring events and transactions, changes in accounting principles that substantially affect the foregoing, or such other circumstances as the Committee may determine warrant such adjustment. (c) As soon as feasible after the close of each year, the independent certified public accountants of the Company shall report the maximum amount that may be accrued for Awards for such year under the formula described in Section 13(b), subject to the second sentence of such Section. (d) If amounts are accrued in any year under the formula described in this Section 13 and are not awarded in full in such year under the Plan and the Cash Plan, such unawarded amounts may, in the 5 discretion of the Committee, be carried forward and be available for Awards under the Plan and under the Cash Plan in any future year without regard to the provisions of Sections 13(a) or (b) of the Plan applicable to Awards made in such year. (e) Awards under the Plan for any year may not exceed the sum of (i) the amount accrued for such year under Section 13(b) above plus (ii) unawarded accrued amounts carried forward from previous years under Section 13(d) above plus (iii) amounts that may become available for Awards pursuant to the last sentence of Sections 15(c) and 27A hereof, minus (x) the amount of interest or dividend equivalents set aside during such year pursuant to Sections 15(c) and 27A hereof and the amount of dividend equivalents allocated to Retirement Unit Accounts during such year pursuant to Section 24 hereof, and minus (y) the amount of awards made for such year under the Cash Plan (and any interest equivalents allocated during such year pursuant to Section 10(b), 11(f) and 12(b) thereof). For this purpose, the amount of Awards of Common Stock under the Plan shall be based on the Fair Market Value of the Common Stock subject to Awards as of the date of grant of such Awards. (f) Subject to Sections 28 and 29 hereof, the aggregate number of shares of Common Stock for which Stock, Restricted Stock, Retirement Units, Annual Performance Awards, and Performance and Other Awards may be made under the Plan shall not exceed 1,000,000 shares, which shall be treasury shares reserved for issuance of Awards under the Plan. Shares of Common Stock subject to, but not issued under, any deferred Award which has been discontinued by the Committee pursuant to the provisions hereof or any Restricted Stock which is forfeited by any Participant shall again be available for Awards under the Plan. 14. DETERMINATION OF AWARDS AND PARTICIPANTS (a) As promptly as practicable after the end of each year, the Committee may make Awards (other than Annual Performance Awards, which are to be made exclusively as set forth in Section 27A) for such year and determine the amounts to be carried forward for Awards in future years. The Committee may also, in its discretion, make Awards (other than Annual Performance Awards, which are to be made exclusively as set forth in Section 27A) prior to the end of the year based on the amounts available under clauses (ii) and (iii) of Section 13(e) and reasonable estimates of the accrual for the year in question. (b) The Committee shall have absolute discretion to determine the key employees who are to receive Awards (other than Annual Performance Awards, which are to be made exclusively as set forth in Section 27A) under the Plan for any year and to determine the amount of such Awards based on such criteria and factors as the Committee in its sole discretion may determine, such as the Company's operating cash flow and overall financial performance. Recommendations as to the key employees who are to receive Awards (including Annual Performance Awards) under the Plan for any year and as to the amount and form of such Awards shall, however, be made to the Committee by the chief executive officer of the Company. The fact that an employee is selected as eligible for an Award shall not mean, however, that such employee will necessarily receive an Award. (c) A person whose employment terminates during the year or who is granted a leave of absence during the year may, in the discretion of the Committee and under such rules as the Committee may from time to time prescribe, be given an Award with respect to the period of such person's service during such year. 15. METHOD AND TIME OF PAYMENT OF AWARDS (a) Awards shall be paid in full as soon as practicable after the Award is made; provided, however, that the payment of Annual Performance Awards shall be subject to the provisions of Section 27A, and further provided that the payment of any or all Awards may be deferred, divided into annual installments, or made subject to such other conditions as the Committee in its sole discretion may authorize under such rules and regulations as may be adopted from time to time by the Committee. 6 (b) The Committee's rules and regulations may include procedures by which a Participant expresses a preference to the Committee as to the form of Award or method of payment of an Award but the final determination as to the form and the terms and conditions of any Award shall rest solely with the Committee. (c) Awards deferred under the Plan shall become payable to the Participant or, in the event of the Participant's death, as specified in Section 30 hereof, in such manner, at such time or times (which may be either before or after Retirement or other termination of service), and subject to such conditions as the Committee in its sole discretion shall determine. In any year the Committee shall have the discretion to set aside, for payment in such year or any future year, interest on any deferred Award payable partly in cash, and amounts equivalent to dividends on any deferred Award payable wholly or partly in stock; provided, however, that the total amount of such interest and dividend equivalents shall be deducted from the maximum amount available for Awards under Section 13(e) of the Plan. Any forfeited deferred Awards (including any forfeited stock at its Award value) shall be carried forward and be available for Awards in any future year without regard to the provisions of Sections 13(a) or (b) of the Plan. 16. INDIVIDUAL AGREEMENTS (a) The Committee may in its discretion require that each Participant receiving an Award enter into an agreement with the Company which shall contain such terms and conditions as the Committee in its discretion may require. (b) The Committee may cancel any unexpired, unpaid or deferred Award at any time if the Participant is not in compliance with all applicable provisions of the agreement referred to above, if any, and the Plan. 17. STATUS OF PARTICIPANTS No Participant in this Plan shall be deemed to be a stockholder of the Company, or to have any interest in any stock or any specific assets of the Company by reason of the fact that deferred Stock Awards, Retirement Unit Awards, Annual Performance Awards, Performance Awards, Other Awards or dollar credits are to be recorded as being held for such Participant's account to be paid in installments in the future. The interest of all Participants shall derive from and be determined solely by the terms and provisions of the Plan set forth herein. 18. [INTENTIONALLY LEFT BLANK] PART IIA STOCK AWARDS 19. DETERMINATION OF STOCK AWARDS (a) Each year the Committee shall designate those Participants who shall receive Stock Awards under this part of the Plan. Stock Awards are made in the form of grants of Common Stock, which may be delivered immediately, in installments or on a deferred date, as the Committee, in its discretion, may provide. (b) If the Committee determines that some portion of a Stock Award to a Participant shall be treated as a deferred Stock Award and payable in annual or other periodic installments, then the Participant will be notified in writing when such deferred Stock Awards shall be paid and over what period of time. As soon as feasible after the granting of such a Stock Award, there shall be reserved out of the treasury shares of the Company, a number (which may include a fraction) of shares of Common Stock equal to the number of shares of Common Stock so awarded. In each year at the discretion of the Committee there may also be allocated or credited to each Participant a dollar amount equal to the cash dividends declared and paid by the Company on its Common Stock which the Participant would have 7 received had such Participant been the owner of the number of shares of any Common Stock deferred for future payment. Any amounts provided for pursuant to the preceding sentence shall become payable in such manner, at such time or times, and subject to such conditions (which may include provision for an amount equivalent to interest on such dividend equivalents at rates fixed by the Committee) as the Committee in its sole discretion shall determine; provided, however, that the total value of such dividend equivalents (and any interest thereon) shall be deducted from the amount available for Awards under the provisions of Section 13(e) of the Plan. The Committee in its discretion may make appropriate equitable adjustments to such deferred Stock Award to account for any dividends of property (other than cash) declared and paid by the Company on its Common Stock, or to account for any other event described in Sections 28 and 29 hereof. PART IIB RESTRICTED STOCK AWARDS 20. DETERMINATION OF RESTRICTED STOCK AWARDS Each year the Committee shall designate the Participants who shall receive Restricted Stock Awards. Shares awarded under this part of the Plan, while subject to the restrictions hereinafter set forth, are referred to as "Restricted Stock." 21. TERMS OF RESTRICTED STOCK AWARDS Any Award of Restricted Stock shall be subject to the following terms and conditions and to any other terms and conditions not inconsistent with the Plan as shall be prescribed by the Committee in its sole discretion and which may be contained in the agreement, if any, referred to in Section 16 above (or in any amendment thereto): (a) DELIVERY OF RESTRICTED STOCK. Unless otherwise determined by the Committee, the Company shall transfer treasury shares to each Participant to whom an Award of Restricted Stock has been made equal to the number of shares of Restricted Stock specified in the Award, and hold the certificates representing such shares of Restricted Stock for the Participant for the period of time during which such shares shall remain subject to the restrictions set forth in the Award (the "Restricted Period"). Shares of Restricted Stock may not be sold, assigned, transferred, pledged, hypothecated or otherwise encumbered by a Participant during the Restricted Period, except as hereinafter provided. Except for the restrictions set forth herein and unless otherwise determined by the Committee, a Participant shall have all the rights of a stockholder with respect to the shares of Restricted Stock comprising his or her Award, including, but not limited to, the right to vote and the right to receive dividends (which if in shares of Common Stock shall be Restricted Stock under the same terms and conditions). (b) LAPSE OF RESTRICTED PERIOD. The Restricted Period shall commence upon the date of the Award (which unless otherwise specified by the Committee shall be the date the Restricted Stock is transferred to the Participant) and, unless sooner terminated as otherwise provided herein, shall continue for such period of time as specified by the Committee in the Award, which shall in no event be less than one year, and thereafter shall lapse in such installments, if any, as provided by the Committee in the Award. (c) LEGEND. Each certificate issued in respect of shares of Restricted Stock transferred or issued to a Participant under an Award shall be registered in the name of the Participant and shall bear the following (or a similar) legend: "THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS CONTAINED IN THE NEW YORK TIMES COMPANY 1991 EXECUTIVE STOCK INCENTIVE PLAN (THE "PLAN") APPLICABLE TO RESTRICTED STOCK AND TO THE RESTRICTED STOCK AGREEMENT DATED (THE "AGREEMENT"), AND 8 MAY NOT BE SOLD, PLEDGED, TRANSFERRED, ASSIGNED, HYPOTHECATED, OR OTHERWISE DISPOSED OF OR ENCUMBERED IN ANY MANNER DURING THE RESTRICTED PERIOD SPECIFIED IN SUCH AGREEMENT. COPIES OF SUCH PLAN AND AGREEMENT ARE ON FILE WITH THE SECRETARY OF THE COMPANY." (d) DEATH OR DISABILITY. Unless the Committee shall otherwise determine in the Award, if a Participant ceases to be employed by the Company by reason of death or Disability, the Restricted Period covering all shares of Restricted Stock transferred or issued to such Participant under the Plan shall immediately lapse. (e) RETIREMENT. Unless the Committee shall otherwise determine in the Award, the Restricted Period covering all shares of Restricted Stock transferred to a Participant under the Plan shall immediately lapse upon such Participant's Retirement, whether early or not. (f) TERMINATION OF EMPLOYMENT. Unless the Committee shall otherwise determine in the Award or otherwise determine at or after the date of grant, if a Participant ceases to be employed by the Company other than due to a condition described in Sections 21(d) or (e) above, all shares of Restricted Stock owned by such Participant for which the Restricted Period has not lapsed shall revert back to the Company upon such termination. Authorized leave of absence or absence in military service shall constitute employment for the purposes of this Section 21(f). Whether absence in government service may constitute employment for the purposes of the Plan shall be conclusively determined by the Committee. (g) WAIVER OF FORFEITURE PROVISIONS. The Committee, in its sole and absolute discretion, may waive the forfeiture provisions in respect of all or some of the Restricted Stock awarded to a Participant. (h) ISSUANCE OF NEW CERTIFICATES. Upon the lapse of the Restricted Period with respect to any shares of Restricted Stock, such shares shall no longer be subject to the restrictions imposed in the Award and shall no longer be considered Restricted Stock for the purposes of the Award and the Plan, and the Company shall issue new share certificates respecting such shares registered in the name of the Participant without the legend described in Section 21(c) in exchange for those previously issued. PART IIC RETIREMENT UNIT AWARDS 22. DETERMINATION OF RETIREMENT UNIT AWARDS Each year the Committee shall designate those Participants who shall receive Retirement Unit Awards under the Plan. The Company shall create and maintain appropriate records of account for each Participant which shall be designated as the Participant's Retirement Unit Account. 23. CREDITS TO RETIREMENT UNIT ACCOUNTS The Committee shall allocate to each Participant selected to receive a Retirement Unit Award for that year such dollar amount as the Committee shall determine, taking into account the value of the Participant's services to the Company. Such dollar amount shall thereupon be converted into Retirement Units or fractions of Units and credited to each such Participant's Retirement Unit Account in a number equal to the quotient obtained by dividing such allocated dollar amount by the Fair Market Value of one share of Common Stock as of the date the allocation is made. 24. DIVIDEND CREDITS At the discretion of the Committee there may also be allocated in each year to each Participant a dollar amount equal to the cash dividends declared and paid by the Company on the Common Stock 9 which the Participant would have received had such Participant been the owner of the number of shares of Common Stock equal to the number of the whole Retirement Units (but not fractional Units) credited to the Participant's Retirement Unit Account; provided, however, that the total value of such dividend equivalents shall be deducted from the amount available for Awards under Section 13 of the Plan. The dollar amounts allocated shall be converted into and credited to the Participant's Retirement Unit Accounts as Retirement Units or fractions thereof as set forth in Section 23 above as of the date on which such dividends were paid by the Company. No interest shall be paid on the dollar amount so allocated to the Retirement Unit Account of any Participant. The Committee in its discretion may make appropriate equitable adjustments to such Retirement Unit Accounts to account for any dividends of property (other than cash) declared and paid by the Company on its Common Stock, or to account for any other event described in Sections 28 and 29 hereof. 25. RESERVATION OF STOCK AND ACCOUNTING RECORDS The Company shall keep records of the Participant's Retirement Unit Accounts. At the time of any allocation to a Participant's account under Sections 23 or 24 hereof, there shall be reserved out of treasury shares of the Company a number (which may include a fraction) of shares of Common Stock equal to the number of Units or fraction thereof so allocated. 26. MATURITY AND PAYMENT AFTER MATURITY (a) The Retirement Unit Account of each Participant shall mature upon such Participant's death, Retirement or other termination of employment. (b) After maturity, the Company shall deliver to the Participant (or in the event of the death of the Participant, as specified in Section 30 hereof) in ten approximately equal annual installments, shares of Common Stock equal in the aggregate to the number of Retirement Units credited to the Participant's Retirement Unit Account. Any fraction of a Unit credited to the Participant's account at maturity shall be paid in cash with the first installment, the fractional Unit being converted into cash at the Fair Market Value of the Common Stock on such first payment date. The first such installment shall be paid within 90 days after maturity. However, the Committee in its discretion at or any time after maturity may, with the consent of the Participant (or the beneficiary of a deceased Participant as specified in Section 30 hereof), (i) defer the commencement of such distribution or defer any installment, (ii) deliver full payment of the shares of Common Stock equal to the aggregate number of Retirement Units credited to the Participant's Retirement Unit Account and the dollar amount credited thereto, or (iii) reduce or increase the number of annual installments in which the payments are to be made. (c) So long as Retirement Units remain credited to the Retirement Unit Account of a Participant subsequent to maturity, such account shall be credited with the dollar amount allocated to the account as dividends as provided for in Section 24 hereof. Any dollar amount so credited may be paid in cash with the next succeeding annual installment made under Section 26(b) above, or in such manner, at such time or times, and subject to such conditions as the Committee in its sole discretion shall determine; provided, however, that in the case of any dollar amount credited to an account after maturity in respect of a dividend declared prior to maturity, such dollar amounts shall be converted to Retirement Units as of the date of payment and the remaining installments of Common Stock shall be increased accordingly. 10 PART IID ANNUAL PERFORMANCE AWARDS 27A. DETERMINATION OF ANNUAL PERFORMANCE AWARDS (a) GENERAL. Each year the Committee may make Annual Performance Awards under this part of the Plan; provided that no Participant may be eligible to receive an Annual Performance Award hereunder and under the Cash Plan in the same year. (b) CERTAIN DEFINITIONS. For the purposes of this Section 27A, the following terms shall have the meanings specified: "Affected Officers" shall mean those executive officers of the Company whose compensation is required to be disclosed in the Company's annual proxy statement relating to the election of directors. "Code Section 162(m)" shall mean Section 162(m) of the Code (or any successor provision), and "Regulations" shall mean the regulations promulgated thereunder, as from time to time in effect. "Eligible Participants" shall have the meaning set forth in subsection (c) below. "Performance Adjustment" means, for any year, a factor ranging from 0% to 200%, based upon the achievement of Performance Goal Targets established by the Committee, that, when multiplied by an Eligible Participant's Target Award, determines the amount of such Eligible Participant's Annual Performance Award for such year. "Performance Goal" means, for any year, the business criteria selected by the Committee to measure the performance during such year of the Company (or of a division, subsidiary or group thereof) from one or more of the following: (i) earnings per share of the Company for the year; (ii) net income of the Company for the year; (iii) return on assets of the Company for the year (net income of the Company for the year divided by average total assets during such year); (iv) return on stockholders' equity of the Company for the year (net income of the Company for the year divided by average stockholders' equity during such year); and (v) operating profit of the Company or of a division, subsidiary or group thereof for the year. "Performance Goal Target" means, for any Performance Goal, the levels of performance during a year under such Performance Goal established by the Committee to determine the Performance Adjustment to an Eligible Participant's Target Award for such year. "Target Award" means, for any year, with respect to an Eligible Participant, the dollar amount set by the Committee that, when multiplied by the applicable Performance Adjustment, determines the dollar amount of such Eligible Participant's Annual Performance Award. (c) ELIGIBILITY. Annual Performance Awards are available each year only to Plan Participants who are designated by the Committee, prior to March 31 of such year (or prior to such later date as permitted by Code Section 162(m) and the Regulations), as likely to be Affected Officers for such year, whose annual salary and bonus for such year are expected to exceed $1,000,000 and who are not designated by the Committee as eligible for an annual performance award under the Cash Plan for such year ("Eligible Participants"). (d) DETERMINATION OF ANNUAL PERFORMANCE AWARDS. Prior to March 31 of each year (or prior to such later date as permitted by Code Section 162(m) and the Regulations), the Committee will 11 determine the Eligible Participants for such year, will designate those Eligible Participants who will be entitled to earn an Annual Performance Award for such year under this Plan, and will establish for each such Eligible Participant for such year: (i) a Target Award, (ii) one or more Performance Goals, and (iii) for each such Performance Goal, a Performance Goal Target, the method by which achievement thereof will be measured and a schedule of Performance Adjustment factors corresponding to varying levels of Performance Goal Target achievement. In the event more than one Performance Goal is established for any Eligible Participant, the Committee shall at the same time establish the weighting of each such Performance Goal in determining such Eligible Participant's Annual Performance Award. Notwithstanding anything in this Section 27A to the contrary, the Annual Performance Award payable to any Eligible Participant in any year may not exceed $1.5 million. (e) PAYMENT OF ANNUAL PERFORMANCE AWARDS. Subject to subsection (f) below, Annual Performance Awards will be paid as soon as practicable after the end of the year to which it relates and after the Committee certifies the extent to which the Performance Goal Target or Targets under the Performance Goal or Goals have been met or exceeded. In the discretion of the Committee, an Annual Performance Award may be paid in cash, shares of Common Stock, shares of Restricted Stock (subject to the provisions of Section 21 hereof), Retirement Units (subject to the provisions of Sections 23-26 hereof) or any combination thereof. For this purpose, shares of Common Stock shall be valued at Fair Market Value, and Restricted Stock and Retirement Units shall be deemed to have a value equal to the Fair Market Value of the underlying Common Stock, in each case as of the date of the Committee's determination to pay such Annual Performance Award in such form or forms. If permitted by the Regulations and Code Section 162(m), the Committee may determine to pay a portion of an Annual Performance Award in December of the year to which it relates. The Committee may not increase the amount of an Annual Performance Award that would otherwise be payable upon achievement of the Performance Target or Targets, but it may reduce any Eligible Participant's Annual Performance Award in its discretion. Subject to Section 14(c) above, no Annual Performance Award will be payable to any Eligible Participant who is not an employee of the Company on the last day of the year to which such Annual Performance Award relates. (f) DEFERRAL OF ANNUAL PERFORMANCE AWARDS. If the Committee determines that some portion of an Annual Performance Award to an Eligible Participant shall be treated as a deferred Annual Performance Award and be payable in annual or other periodic installments, the Eligible Participant will be notified in writing when such deferred Annual Performance Award shall be paid and over what period of time. A deferred Award in the form of shares of Common Stock shall be subject to the provisions of Section 19 (b) hereof. In the case of a deferred Award in the form of cash, in each year the Committee shall have the discretion to provide for the payment of an amount equivalent to interest, at such rate or rates fixed by the Committee, on such deferred cash Annual Performance Award. Any amounts provided for pursuant to the preceding sentence shall become payable in such a manner, at such time or times, and subject to such conditions as the Committee shall in its sole discretion determine; provided, however, that the total amount of such interest shall be deducted from the maximum amount available for Awards under the formula described in Section 13 of the Plan. (g) CODE SECTION 162(m). It is the intent of the Company that Annual Performance Awards satisfy, and this Section 27A be interpreted in a manner that satisfies, the applicable requirements of Code Section 162(m) and the Regulations so that the Company's tax deduction for Annual Performance Awards to Affected Officers is not disallowed in whole or in part by operation of Code Section 162(m). If any provision of this Plan or of any Annual Performance Award would otherwise frustrate or conflict with such intent, that provision shall be interpreted and deemed amended so as to avoid such conflict. To the extent of any irreconcilable conflict with such intent, such provision shall be deemed void as applicable to Eligible Participants. 12 PART IIE PERFORMANCE OR OTHER AWARDS 27. DETERMINATION OF PERFORMANCE AND OTHER AWARDS (a) Each year the Committee in its sole discretion may authorize other forms of Awards such as, but not limited to, Performance Awards, if the Committee deems it appropriate to do so in order to further the purposes of the Plan. (b) A "Performance Award" shall mean an Award which entitles the Participant to receive Common Stock, Restricted Stock, Retirement Units, Options under Part I of the Plan or other compensation (which may include cash), or any combination thereof, in an amount which depends upon the financial performance of the Company during a stated period of more than one year. Performance for this purpose may be measured by the growth in book value of the Common Stock, an increase in per share earnings of the Company, an increase in operating cash flow, or any other indicators specified by the Committee. The Committee shall also fix the period during which such performance is to be measured, the value of a Performance Award for purposes of providing for the accrual pursuant to Section 13 of the Plan and the form of payment to be made in respect of the Performance Award. PART III GENERAL PROVISIONS 28. STOCK DIVIDEND OR STOCK SPLIT If at any time the Company shall take any action whether by stock dividend, stock split, combination of shares, or otherwise, which results in a proportionate increase or decrease in the number of shares of Common Stock theretofore issued and outstanding, (i) the number of shares of Common Stock then subject to deferred Awards, credited to Retirement Unit Accounts (matured or unmatured) or set aside for Performance or Other Awards, (ii) the number of outstanding Options, the number of shares of Common Stock for which such Options are exercisable and the exercise price thereof, (iii) the number of shares of Common Stock reserved for Awards, (iv) the number of shares of Common Stock reserved for Options, and (v) the maximum number of shares with respect to which Options may be granted to any key employee in any calendar year under Section 6(b), shall be increased or decreased in the same proportion. The Committee shall make an appropriate equitable adjustment to the provisions of Section 13(a) to take account of such increase or decrease in issued and outstanding shares. The Committee in its discretion may make appropriate equitable adjustments respecting deferred Stock Awards, Retirement Units, Annual Performance Awards, Performance or Other Awards and outstanding Options to take account of a dividend by the Company of property other than cash. All such adjustments shall be made by the Committee whose determination shall be conclusive and binding upon all Participants and any person claiming under or through any Participant. 29. RECLASSIFICATION OR MERGER If at any time the Company reclassifies or otherwise changes its issued and outstanding Common Stock (other than in par value) or the Company and one or more corporations merge and the Company is the surviving corporation of such merger, then each Stock Award, Retirement Unit (matured or unmatured), Annual Performance Award, Performance or Other Award which at the time of such reclassification or merger is credited as a Stock Award, Retirement Unit, Annual Performance Award, Performance or Other Award shall thereafter be deemed to be the equivalent of (and all Units thereafter credited to a Retirement Unit Account shall be computed with reference to), and outstanding Options shall be exercisable for, the shares of stock or other securities of the Company which pursuant to the terms of such reclassification or merger are issued with respect to each share of Common Stock. The Committee shall also make an appropriate equitable adjustment to the provisions of Sections 6(b) and 13(a) to take account of such event. All such adjustments shall be made by the Committee whose determination shall be conclusive and binding upon all Participants and any person claiming under or through any Participant. 13 30. NON-ALIENATION OF BENEFITS Except as herein specifically provided, no right or unpaid benefit under this Plan shall be subject to alienation, assignment, pledge or charge and any attempt to alienate, assign, pledge or charge the same shall be void. If any Participant or person entitled to the benefits hereunder should attempt to alienate, assign, pledge or charge any benefit hereunder, then such benefit shall, in the discretion of the Committee, cease. Notwithstanding the foregoing, rights and benefits hereunder shall pass by will or the laws of descent and distribution in the following order: (i) to beneficiaries so designated by the Participant; if none, then (ii) to a legal representative of the Participant; if none, then (iii) to the persons entitled thereto as determined by a court of competent jurisdiction. Awards so passing shall be made at such times and in such manner as if the Participant were living. 31. WITHHOLDING OR DEDUCTION FOR TAXES If at any time specified herein for the making of any payment or delivery of any Common Stock to any Participant or beneficiary, any law or regulation of any governmental authority having jurisdiction in the premises shall require the Company to withhold, or to make any deduction for, any taxes or take any other action in connection with the payment or delivery then to be made, such payment or delivery shall be deferred until such withholding or deduction shall have been provided for by the Participant or beneficiary, or other appropriate action shall have been taken. The Participant or beneficiary may satisfy the obligation for such withholding or deduction in whole or in part by electing to deliver shares of Common Stock already owned or to have the Company retain from the distribution shares of Common Stock, in each case having a Fair Market Value equal to the amount to be withheld or deducted. 32. ADMINISTRATION EXPENSES The entire expense of administering this Plan shall be borne by the Company. 33. GENERAL CONDITIONS (a) The Board in its discretion may from time to time amend, suspend or terminate any or all of the provisions of this Plan, provided that no change may be made which would prevent Incentive Stock Options granted under the Plan from being Incentive Stock Options as described therein without the consent of the optionees concerned, and further provided that the Board may not make any amendment which (1) changes the class of persons eligible for Incentive Stock Options, or (2) increases the total number of shares for which Options may be granted under Section 6(b), or (3) materially affects the provisions of Sections 13(a) or (b) of the Plan, or (4) increases the total number of shares authorized under Section 13(f) for which Awards may be granted, without the consent and approval of the holders of a majority of the outstanding shares of Class A and Class B Common Stock of the Company entitled to vote thereon, voting together as one class. The foregoing provisions shall not be construed to prevent the Committee from exercising its discretion, or to limit such discretion, to increase the total number of shares for which Options may be granted under Section 6(b) or the total number of shares authorized under Section 13(f) for which Awards may be granted, as expressly permitted by Sections 28 and 29 hereof, or to adjust the provisions of Sections 13(a) and (b) hereof as expressly permitted by Sections 13(b), 28 and 29 hereof, or otherwise to exercise any discretion to the extent expressly authorized hereunder. (b) Nothing contained in the Plan shall prohibit the Company from establishing incentive compensation arrangements in addition to this Plan and the Cash Plan. Payments made under any such separate arrangements shall not be included in or considered a part of the maximum dollar amount available for Awards under the Plan and Cash Plan, or number of shares available for Awards or Options under the Plan, and shall not be charged against the dollar or share amounts available for Awards under the Plan and Cash Plan or Options under the Plan. In the discretion of the Committee, 14 employees shall be eligible to participate in such other arrangements, as well as the Plan and Cash Plan, in the same year. (c) Nothing in this Plan shall be deemed to limit in any way the right of the Company to terminate a Participant's employment with the Company at any time. (d) The Committee may promulgate rules and regulations relating to the administration and interpretation of, and procedures under, the Plan. Any decision or action taken by the Company, the Board or the Committee arising out of or in connection with the construction, administration, interpretation and effect of the Plan shall be conclusive and binding upon all Participants and any person claiming under or through any Participant. (e) No member of the Board or of the Committee shall be liable for any act or action, whether of commission or omission, taken by any other member or by any officer, agent or employee, nor for anything done or omitted to be done by such Director except in circumstances involving actual bad faith. (f) Notwithstanding any other provision of this Plan, the Company shall not be obligated to make any Award, issue any shares of Common Stock, or grant any Option with respect thereto, unless it is advised by counsel of its selection that it may do so without violation of the applicable Federal and State laws pertaining to the issuance of securities, and may require any stock so issued to bear a legend, may give its transfer agent instructions, and may take such other steps, as in its judgment are reasonably required to prevent any such violation. (g) It is the intent of the Company that transactions involving Options or Awards granted under the Plan be entitled to the exemption from Section 16 of the Exchange Act provided by Rule 16b-3, that any ambiguities or inconsistencies in construction of the Plan be interpreted to give effect to such intention and that if any provision of the Plan is found not to be in compliance with Rule 16b-3, such provision shall be deemed null and void to the extent required to permit any such transaction to comply with Rule 16b-3. The Committee may adopt rules and regulations under, and amend, the Plan in furtherance of the intent of the foregoing. 34. TRANSITION Upon the effectiveness of this Plan, as provided below, and the Cash Plan, such plans replaced the Company's Executive Incentive Compensation Plan ("EICP"), except that the EICP shall continue to govern options and awards of restricted stock outstanding under the EICP. No further awards will be made under the EICP, and all amounts accrued for awards under the EICP and unawarded were carried forward and made available for Awards under the Plan and awards under the Cash Plan. All unmatured and matured but undistributed retirement units and all performance awards respecting current performance cycles awarded under the EICP became Retirement Units and Performance Awards hereunder and any payments or distributions in respect thereof shall be made hereunder; provided, however, that the number of shares of Common Stock available for Awards pursuant to Section 13(f) hereof shall not be reduced by the number of such retirement units previously awarded under the EICP and paid subsequently under the Plan. 35. EFFECTIVE DATES The Plan became effective for periods beginning after January 1, 1991 upon approval by the holders of a majority of the outstanding shares of Class A and Class B Common Stock of the Company entitled to vote thereon at the 1991 Annual Meeting of Stockholders, in person or by proxy, voting together as a single class. No Options may be granted or Awards made under the Plan after December 31, 2000, or such earlier expiration date as may be designated by resolution of the Board. 15 EX-10.2 3 1991 EXECUTIVE CASH THE NEW YORK TIMES COMPANY 1991 EXECUTIVE CASH BONUS PLAN EXHIBIT 10.2 AS AMENDED 1. NAME AND GENERAL PURPOSE The name of this plan is The New York Times Company 1991 Executive Cash Bonus Plan (hereinafter called the "Plan"). The purpose of the Plan is to enable the Company (as hereinafter defined) to retain and attract executives who enhance its tradition and contribute to its success by their ability, ingenuity and industry, and to enable them to participate in the long-term success and growth of the Company. 2. DEFINITIONS (a) "Awards"--has the meaning specified in Section 4 hereof. (b) "Board"--means the Board of Directors of the Company. (c) "Committee"--means the Committee referred to in Section 3 of the Plan. If at any time no Committee shall be in office then the functions of the Committee specified in the Plan shall be exercised by the non-employee members of the Board. (d) "Company"--means The New York Times Company, a corporation organized under the laws of the State of New York (or any successor corporation), and, unless the context otherwise requires, its subsidiaries (as hereinafter defined) and other non-corporate entities in which it owns directly or indirectly 20% or more of the equity interests. A "subsidiary" means any corporation in which the Company possesses directly or indirectly 50% or more of the combined voting power of all classes of stock. (e) "Consolidated Statement of Income"--means the consolidated statement of income (or any comparable statement, however designated) of the Company, audited by the independent certified public accountants of the Company and contained in the Company's annual report to stockholders or proxy statement. (f) "Income Before Income Taxes"--means the amount designated as Income Before Income Taxes for the applicable year and shown separately on the Consolidated Statement of Income for such year. (g) "Participant"--means a key employee of the Company who is selected by the Committee to participate in any part of the Plan from among persons who in the judgment of the Committee are key employees of the Company. In general, key employees are those employees who have principal responsibility for, or who contribute substantially to, the management efficiency, editorial achievement or financial success of the Company. Only employees of The New York Times Company, its subsidiaries and other non-corporate entities in which it owns directly or indirectly 40% or more of the equity interests are eligible to participate in the Plan. (h) "Stock Plan"--means the Company's 1991 Executive Stock Incentive Plan. 3. ADMINISTRATION OF THE PLAN The Plan shall be administered by the Board or the Committee appointed by it and composed of two or more directors who are not employees of the Company. The Committee shall be constituted so as to enable the Plan to comply with the administration requirements of Section 162(m)(4)(C) of the Internal Revenue Code of 1986, as amended. The Committee shall serve at the pleasure of the Board and shall have such powers as the Board may from time to time confer upon it. PART I AWARDS 4. FORM OF AWARDS The Plan is designed to provide incentives for Participants by the making of awards of supplemental compensation ("Awards"). The Committee, subject to the terms and conditions hereof, may make Awards to a Participant in any one, or in any combination, of the following forms: (a) Cash Awards as provided in Part IA of the Plan ("Cash Awards"); (b) Annual Performance Awards as provided in Part IB of the Plan ("Annual Performance Awards"); and (c) Performance Awards ("Performance Awards") or other forms of Awards as provided in Part IC of the Plan. Awards may be made to a Participant whether or not he or she receives an award or option under the Stock Plan. Cash Awards, Performance Awards and other forms of Awards pursuant to Part IC will be based on a Participant's performance in those areas for which the Participant is directly responsible. Performance for this purpose may be measured by the achievement of specific management goals such as, but not limited to, an increase in earnings or the operating cash flow of the Company, outstanding initiative or achievement in any department of the Company, or any other standards specified by the Committee. Annual Performance Awards will be based exclusively on the criteria set forth in Part IB. No Award under the Plan is payable in common stock or preferred stock of the Company. 5. MAXIMUM AMOUNT AVAILABLE FOR THE ACCRUAL OF AWARDS FOR ANY YEAR (a) No accrual for Awards shall be made hereunder (or under the Stock Plan) for any year unless cash dividends of not less than ten cents ($.10) per share (as adjusted as hereafter provided) have been declared on the outstanding Class A and Class B Common Stock of the Company during such year. If at any time the Company shall take any action, whether by stock dividend, stock split, combination of shares, or otherwise, which results in an increase or decrease in the number of shares of Class A and/or Class B Common Stock theretofore issued and outstanding, or the Company reclassifies or otherwise changes its issued and outstanding Class A and/or Class B Common Stock (other than in par value) or the Company and one or more corporations merge and the Company is the surviving corporation of such merger, then the Committee shall make an equitable adjustment to the provisions of this Section 5(a) to take account of such event. (b) In the event that the above condition is met for any year during the continuance of this Plan, the maximum aggregate amount that may be accrued for Awards under the Plan and the Stock Plan for such year shall be 4% of Income Before Income Taxes. The Committee, in its sole discretion, may make adjustments in Income Before Income Taxes to take account of extraordinary, unusual or infrequently occurring events and transactions, changes in accounting principles that substantially affect the foregoing, or such other circumstances as the Committee may determine warrant such adjustment. (c) As soon as feasible after the close of each year, the independent certified public accountants of the Company shall determine and report the maximum amount that may be accrued for Awards for such year under the formula described in Section 5(b), subject to the second sentence of such Section. (d) If amounts are accrued in any year under the formula described in this Section 5 and are not awarded in full in such year under the Plan and the Stock Plan, such unawarded amounts may, in the discretion of the Committee, be carried forward and be available for Awards under this Plan and under the Stock Plan in any future year without regard to the provisions of Sections 5(a) or (b) of the Plan applicable to Awards made in such year. 2 (e) Awards under the Plan for any year may not exceed the sum of (i) the amount accrued for such year under Section 5(b) above plus (ii) unawarded accrued amounts carried forward from previous years under Section 5(d) above plus (iii) amounts that may become available for Awards pursuant to the last sentence of Section 7(c) hereof, minus (x) the amount of interest equivalents allocated during such year pursuant to Section 10(b) hereof, and minus (y) the amount of awards made for such year under the Stock Plan valued as set forth in Section 13(e) of the Stock Plan (and any interest or dividend equivalents allocated during such year pursuant to Sections 15(c), 24 and 27A thereof). 6. DETERMINATION OF AWARDS AND PARTICIPANTS (a) As promptly as practicable after the end of each year, the Committee may make Awards (other than Annual Performance Awards, which are to be made exclusively as set forth in Part IB) for such year and determine the amounts to be carried forward for Awards in future years. The Committee may also, in its discretion, make Awards (other than Annual Performance Awards, which are to be made exclusively as set forth in Part IB) prior to the end of the year based on amounts available under clauses (ii) and (iii) of Section 5(e) and reasonable estimates of the accrual for the year in question. (b) The Committee shall have absolute discretion to determine the key employees who are to receive Awards (other than Annual Performance Awards, which are to be made exclusively as set forth in Part IB) under the Plan for any year and to determine the amount of such Awards based on such criteria and factors as the Committee in its sole discretion may determine, such as the Company's operating cash flow and overall financial performance. Recommendations as to the key employees who are to receive Awards (including Annual Performance Awards) under the Plan for any year and to the amount and form of such Awards shall, however, be made to the Committee by the chief executive officer of the Company. The fact that an employee is selected as eligible for an Award shall not mean, however, that such employee will necessarily receive an Award. (c) A person whose employment terminates during the year or who is granted a leave of absence during the year may, in the discretion of the Committee and under such rules as the Committee may from time to time prescribe, be given an Award with respect to the period of such person's service during such year. 7. METHOD AND TIME OF PAYMENT OF AWARDS (a) Awards shall be paid in full as soon as practicable after the Award is made; provided, however, that payment of Annual Performance Awards shall be subject to the provisions of Part IB; and provided further, that the payment of any or all Awards may be deferred, divided into annual installments, or made subject to such other conditions as the Committee in its sole discretion may authorize under such rules and regulations as may be adopted from time to time by the Committee. (b) The Committee's rules and regulations may include procedures by which a Participant expresses a preference to the Committee as to the form of Award or method of payment of an Award but the final determination as to the form and the terms and conditions of any Award shall rest solely with the Committee. (c) Awards deferred under the Plan shall become payable to the Participant or, in the event of the Participant's death, as specified in Section 13 hereof, in such manner, at such time or times (which may be either before or after termination of service), and subject to such conditions as the Committee in its sole discretion shall determine. In any year the Committee shall have the discretion to set aside, for payment in such year or any future year, interest on any deferred Award; provided, however, that the total amount of such interest shall be deducted from the maximum amount available for Awards under Section 5 of the Plan. Any forfeited deferred Awards shall be carried forward and be available for Awards in any future year without regard to the provisions of Sections 5(a) or (b) of the Plan. 3 8. INDIVIDUAL AGREEMENTS (a) The Committee may in its discretion require that each Participant receiving an Award enter into an agreement with the Company which shall contain such terms and conditions as the Committee may in its discretion request. (b) The Committee may cancel any unexpired, unpaid or deferred Award at any time if the Participant is not in compliance with all applicable provisions of the agreement referred to above, if any, and the Plan. 9. STATUS OF PARTICIPANTS No Participant in the Plan shall have any interest in any specific assets of the Company by reason of the fact that deferred Awards are to be recorded as being held for such Participant's account to be paid in installments in the future. The interest of all Participants shall derive from and be determined solely by the terms and provisions of the Plan set forth herein. PART IA CASH AWARDS 10. DETERMINATION OF CASH AWARDS (a) Each year the Committee shall designate those Participants who shall receive Cash Awards under this part of the Plan. Cash Awards may be paid immediately, in installments or on a deferred date, as the Committee, in its discretion, may provide. (b) If the Committee determines that some portion of a Cash Award to a Participant shall be treated as a deferred Cash Award and be payable in annual or other periodic installments, the Participant will be notified in writing when such deferred Cash Award shall be paid and over what period of time. In each year the Committee shall have discretion to provide for the payment of an amount equivalent to interest, at such rate or rates fixed by the Committee, on any deferred Cash Award. Any amounts provided for pursuant to the preceding sentence shall become payable in such manner, at such time or times, and subject to such conditions as the Committee shall in its sole discretion determine; provided, however, that the total amount of such interest shall be deducted from the maximum amount available for Awards under the formula described in Section 5 of the Plan. PART IB ANNUAL PERFORMANCE AWARDS 11. DETERMINATION OF ANNUAL PERFORMANCE AWARDS (a) GENERAL. Each year the Committee may make Annual Performance Awards under this part of the Plan; provided that no Participant may be eligible to receive an Annual Performance Award hereunder and under the Stock Plan in the same year. (b) CERTAIN DEFINITIONS. For the purposes of this Part IB, the following terms shall have the meanings specified: "Affected Officers" shall mean those executive officers of the Company whose compensation is required to be disclosed in the Company's annual proxy statement relating to the election of directors. "Code Section 162(m)" shall mean Section 162(m) of the Internal Revenue Code of 1986, as amended (or any successor provision), and "Regulations" shall mean the regulations promulgated thereunder, as from time to time in effect. "Eligible Participants" shall have the meaning set forth in subsection (c) below. 4 "Performance Adjustment" means, for any year, a factor ranging from 0% to 200%, based upon the achievement of Performance Goal Targets established by the Committee, that, when multiplied by an Eligible Participant's Target Award, determines the amount of such Eligible Participant's Annual Performance Award for such year. "Performance Goal" means, for any year, the business criteria selected by the Committee to measure the performance during such year of the Company (or of a division, subsidiary or group thereof) from one or more of the following: (i) earnings per share of the Company for the year; (ii) net income of the Company for the year; (iii) return on assets of the Company for the year (net income of the Company for the year divided by average total assets during such year); (iv) return on stockholders' equity of the Company for the year (net income of the Company for the year divided by average stockholders' equity during such year); and (v) operating profit of the Company or of a division, subsidiary or group thereof for the year. "Performance Goal Target" means, for any Performance Goal, the levels of performance during a year under such Performance Goal established by the Committee to determine the Performance Adjustment to an Eligible Participant's Target Award for such year. "Target Award" means, for any year, with respect to an Eligible Participant, the dollar amount set by the Committee that, when multiplied by the applicable Performance Adjustment, determines such Eligible Participant's Annual Performance Award. (c) ELIGIBILITY. Annual Performance Awards are available each year only to Plan Participants who are designated by the Committee, prior to March 31 of such year (or prior to such later date as permitted by Code Section 162(m) and the Regulations), as likely to be Affected Officers for such year, whose annual salary and bonus for such year are expected to exceed $1,000,000 and who are not designated by the Committee as eligible for an Annual Performance Award under the Stock Plan for such year ("Eligible Participants"). (d) DETERMINATION OF ANNUAL PERFORMANCE AWARDS. Prior to March 31 of each year (or prior to such later date as permitted by Code Section 162(m) and the Regulations), the Committee will determine the Eligible Participants for such year, will designate those Eligible Participants who will be entitled to earn an Annual Performance Award for such year under this Plan, and will establish for each such Eligible Participant for such year: (i) a Target Award, (ii) one or more Performance Goals, and (iii) for each such Performance Goal, a Performance Goal Target, the method by which achievement thereof will be measured and a schedule of Performance Adjustment factors corresponding to varying levels of Performance Goal Target achievement. In the event more than one Performance Goal is established for any Eligible Participant, the Committee shall at the same time establish the weighting of each such Performance Goal in determining such Eligible Participant's Annual Performance Award. Notwithstanding anything in this Part IB to the contrary, the Annual Performance Award payable to any Eligible Participant in any year may not exceed $1.5 million. (e) PAYMENT OF ANNUAL PERFORMANCE AWARDS. Subject to subsection (f) below, Annual Performance Awards will be paid in cash as soon as practicable after the end of the year to which it relates and after the Committee certifies the extent to which the Performance Goal Target or Targets under the Performance Goal or Goals have been met or exceeded. If permitted by the Regulations and Code Section 162(m), the Committee may determine to pay a portion of an Annual Performance Award in December of the year to which it relates. The Committee may not increase the amount of an Annual Performance Award that would otherwise be payable upon achievement of the Performance Target or 5 Targets, but it may reduce any Eligible Participant's Annual Performance Award in its discretion. Subject to Section 6(c) above, no Annual Performance Award will be payable to any Eligible Participant who is not an employee of the Company on the last day of the year to which such Annual Performance Award relates. (f) DEFERRAL OF ANNUAL PERFORMANCE AWARDS. If the Committee determines that some portion of an Annual Performance Award to an Eligible Participant shall be treated as a deferred Annual Performance Award and be payable in annual or other periodic installments, the Eligible Participant will be notified in writing when such deferred Annual Performance Award shall be paid and over what period of time. In each year the Committee shall have discretion to provide for the payment of an amount equivalent to interest, at such rate or rates fixed by the Committee, on any deferred Annual Performance Award. Any amounts provided for pursuant to the preceding sentence shall become payable in such a manner, at such time or times, and subject to such conditions as the Committee shall in its sole discretion determine; provided, however, that the total amount of such interest shall be deducted from the maximum amount available for Awards under the formula described in Section 5 of the Plan. (g) CODE SECTION 162(m). It is the intent of the Company that Annual Performance Awards satisfy, and this Part IB be interpreted in a manner that satisfies, the applicable requirements of Code Section 162(m) and the Regulations so that the Company's tax deduction for Annual Performance Awards to Affected Officers is not disallowed in whole or in part by operation of Code Section 162(m). If any provision of this Plan or of any Annual Performance Award would otherwise frustrate or conflict with such intent, that provision shall be interpreted and deemed amended so as to avoid such conflict. To the extent of any irreconcilable conflict with such intent, such provision shall be deemed void as applicable to Eligible Participants. PART IC PERFORMANCE AND OTHER AWARDS 12. DETERMINATION OF PERFORMANCE AND OTHER AWARDS (a) Each year the Committee in its sole discretion may authorize other forms of Awards such as, but not limited to, Performance Awards, if the Committee deems it appropriate to do so in order to further the purposes of the Plan. (b) A "Performance Award" shall mean an Award which entitles the Participant to receive cash or other compensation, or any combination thereof, in an amount which depends upon the financial performance of the Company during a stated period of more than one year. Performance for this purpose may be measured by the growth in book value of the common stock of the Company, an increase in per share earnings of the Company, an increase in operating cash flow or any other indicators specified by the Committee. The Committee shall also fix the period during which such performance is to be measured, the value of a Performance Award for purposes of providing for the accrual pursuant to Section 5 of the Plan and the form of payment to be made in respect of the Performance Award. PART II GENERAL PROVISIONS 13. NON-ALIENATION OF BENEFITS Except as herein specifically provided, no right or unpaid benefit under this Plan shall be subject to alienation, assignment, pledge or charge and any attempt to alienate, assign, pledge or charge the same shall be void. If any Participant or person entitled to the benefits hereunder should attempt to alienate, assign, pledge or charge any benefit hereunder, then such benefit shall, in the discretion of the 6 Committee, cease. Notwithstanding the foregoing, rights and benefits hereunder shall pass by will or the laws of descent and distribution in the following order: (i) to beneficiaries so designated by the Participant; if none, then (ii) to a legal representative of the Participant; if none, then (iii) to the persons entitled thereto as determined by a court of competent jurisdiction. Awards so passing shall be made at such times and in such manner as if the Participant were living. 14. WITHHOLDING OR DEDUCTION FOR TAXES If at any time specified herein for the making of any payment to any Participant or beneficiary, any law or regulation of any governmental authority having jurisdiction in the premises shall require the Company to withhold, or to make any deduction for, any taxes or take any other action in connection with the payment then to be made, such payment shall be deferred until such withholding or deduction shall have been provided for by the Participant or beneficiary, or other appropriate action shall have been taken. 15. ADMINISTRATION EXPENSES The entire expense of administering this Plan shall be borne by the Company. 16. GENERAL CONDITIONS (a) The Board in its discretion may from time to time amend, suspend or terminate any or all of the provisions of this Plan, provided that the Board may not make any amendment which materially affects the provisions of Sections 5(a) or (b) of the Plan without the consent and approval of the holders of a majority of the outstanding shares of Class A and Class B Common Stock of the Company entitled to vote thereon, voting together as one class. The foregoing provisions shall not be construed to prevent the Committee from exercising its discretion, or to limit such discretion, to adjust the provisions of Sections 5(a) and (b) hereof as expressly permitted thereby or otherwise to exercise any discretion to the extent expressly authorized hereunder. (b) Nothing contained in the Plan shall prohibit the Company from establishing incentive compensation arrangements in addition to this Plan and the Stock Plan. Payments made under any such separate arrangements shall not be included in or considered a part of the maximum amount available for Awards under the Plan and Stock Plan and shall not be charged against the amount available for Awards under the Plan and Stock Plan for any year. In the discretion of the Committee, employees shall be eligible to participate in such other arrangements, as well as the Plan and Stock Plan, in the same year. (c) Nothing in this Plan shall be deemed to limit in any way the right of the Company to terminate a Participant's employment with the Company at any time. (d) The Committee may promulgate rules and regulations relating to the administration and interpretation of, and procedures under, the Plan. Any decision or action taken by the Company, the Board or the Committee arising out of or in connection with the construction, administration, interpretation and effect of the Plan shall be conclusive and binding upon all Participants and any person claiming under or through any Participant. (e) No member of the Board or of the Committee shall be liable for any act or action, whether of commission or omission, taken by any other member or by any officer, agent or employee, nor for anything done or omitted to be done by such Director except in circumstances involving actual bad faith. 17. TRANSITION Upon the effectiveness of this Plan, and the Stock Plan, such plans replaced the Company's Executive Incentive Compensation Plan ("EICP"), except that the EICP shall continue to govern 7 options and awards of restricted stock outstanding under the EICP. No further awards will be made under the EICP, and all amounts accrued for awards under the EICP and unawarded were carried forward and made available for Awards under the Plan and awards under the Stock Plan. 18. EFFECTIVE DATES The Plan became effective for periods beginning after January 1, 1991 upon the approval by the holders of a majority of the outstanding shares of Class A and Class B Common Stock of the Company entitled to vote thereon at the 1991 Annual Meeting, in person or by proxy, voting together as a single class. No Awards may be granted under the Plan after December 31, 2000, or such earlier expiration date as may be designated by resolution of the Board. 8 EX-10.3 4 NON-EMPLOYEE DIRECTORS STOCK PLAN THE NEW YORK TIMES COMPANY NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN EXHIBIT 10.3 1. PURPOSE The purpose of the The New York Times Company Non-Employee Directors' Stock Option Plan (the "Plan") is to secure for The New York Times Company (the "Company") and its stockholders the benefits of the incentive inherent in increased common stock ownership by the members of the Board of Directors (the "Board") of the Company who are not employees of the Company or any of its subsidiaries. 2. ADMINISTRATION The Plan shall be administered by the Board. The Board shall have all the powers vested in it by the terms of the Plan, such powers to include authority (within the limitations described herein) to prescribe the form of the agreement embodying awards of stock options made under the Plan ("Options"). The Board shall, subject to the provisions of the Plan, have the power to construe the Plan, to determine all questions arising thereunder and to adopt and amend such rules and regulations for the administration of the Plan as it may deem desirable. Any decision of the Board in the administration of the Plan, as described herein, shall be final and conclusive. The Board may act only by a majority of its members in office, except that the members thereof may authorize any one or more of their number or the Secretary or any other officer of the Company to execute and deliver documents on behalf of the Board. No member of the Board shall be liable for anything done or omitted to be done by such member or by any other member of the Board in connection with the Plan, except in circumstances involving actual bad faith. 3. AMOUNT OF STOCK The stock which may be issued and sold under the Plan will be the Class A Common Stock of the Company ("Common Stock"), of a total number not exceeding 250,000 shares, subject to adjustment as provided in Section 6 below. The stock to be issued may be either authorized and unissued shares, treasury shares, issued shares acquired by the Company or its subsidiaries or any combination thereof. In the event that Options granted under the Plan shall terminate or expire without being exercised in whole or in part, new Options may be granted covering the shares not purchased under such lapsed Options. 4. ELIGIBILITY Each member of the Board who is not an employee of the Company or any of its subsidiaries (a "Non-Employee Director") shall be eligible to receive an Option in accordance with the specific provisions of Section 5 below. The adoption of this Plan shall be not deemed to give any director any right to be granted an Option to purchase Common Stock except to the extent and upon such terms and conditions consistent with the Plan as may be determined by the Board. 5. TERMS AND CONDITIONS OF OPTIONS Each Option granted under the Plan shall be evidenced by an agreement in such form as the Board shall prescribe from time to time in accordance with the Plan and shall comply with the following terms and conditions: (a) The Option exercise price shall be the Fair Market Value of the shares of Common Stock (as defined in Section 7(a) hereof) subject to such Option on the date the Option is granted. (b) Each year, as of the date of the Annual Meeting of Stockholders of the Company, each Non-Employee Director who has been elected or re-elected or who is continuing as a member of the Board as of the adjournment of the Annual Meeting shall automatically receive an Option for 1,000 shares of Common Stock. (c) The Option shall not be transferable by the optionee otherwise than by will or the laws of descent and distribution, and shall be exercisable during his lifetime only by him, or if the optionee 1 is disabled and a guardian or other legal representative is appointed, by such guardian or representative. (d) No Option or any part of an Option shall be exercisable: (i) before the Non-Employee Director has served one term-year as a member of the Board since the date the Option was granted (as used herein, the term "term-year" means that period from one Annual Meeting to the subsequent Annual Meeting), except as provided in subsection 5(d)(iv)(B) below; (ii) after the expiration of ten years from the date the Option was granted; (iii) unless written notice of the exercise is delivered to the Company specifying the number of shares to be purchased and payment in full is made for the shares of Common Stock being acquired thereunder at the time of exercise; such payment shall be made (A) in United States dollars by certified check or bank draft, or (B) by tendering to the Company shares of Common Stock owned by the person exercising the Option and having a Fair Market Value on the date of exercise equal to the cash exercise price applicable to such Option, or (C) be electing to have the Company retain shares of Common Stock which would be otherwise issued on exercise of the Option and having a Fair Market Value on the date of exercise equal to the cash applicable to such Option, or (D) any combination of the foregoing forms; and (iv) unless the person exercising the Option has been, at all times during the period beginning with the date of grant of the Option and ending on the date of such exercise, a Non-Employee Director of the Company, except that (A) if such a person shall cease to be such a Non-Employee Director for reasons other than Retirement (as defined in Section 7(a) hereof) or death, while holding an Option then exercisable that has not expired, such person, at any time within one year after the date he ceases to be such a Non-Employee Director (but in no event after the Option has expired under the provisions of subsection 5(d)(ii) above), may exercise the Option with respect to any shares of Common Stock as to which such person could have but has not exercised the Option on the date the person ceased to be such a Non-Employee Director; (B) if such a person shall cease to be such a Non-Employee Director by reason of Retirement or death while holding an Option (whether or not then exercisable) that has not expired, notwithstanding the provisions of subsection 5(d)(i) above, such person, or in the case of death (either while a Non-Employee Director or after Retirement), his executors, administrators, heirs, legatees or distributees, as the case may be, may, at any time until the expiration of such Option as provided in subsection 5(d)(ii) above, exercise the Option with respect to any shares of Common Stock as to which such person has not exercised the Option on the date the person ceased to be such a Non-Employee Director; and (C) if any person who has ceased to be such a Non-Employee Director for reasons other than death or Retirement shall die holding an Option, such person's executors, administrators, heirs, legatees or distributees, as the case may be, may, at any time within one year after the date of death (but in no event after the Option has expired under the provisions of subsection 5(d)(ii) above), exercise the Option with respect to any shares as to which the decedent could have exercised the Option at the time of death. In the event any Option is exercised by the executors, administrators, heirs, legatees or distributees of the estate of a deceased optionee or by the guardian or legal representative of a disabled optionee, the Company shall be under no obligation to issue stock thereunder unless and until the Company is satisfied that the person or persons exercising the Option are the duly appointed legal representatives of the deceased optionee's estate or the proper legatees or distributees thereof or the duly appointed guardian or legal representative of the disabled optionee. 2 6. ADJUSTMENT IN THE EVENT OF CHANGE IN STOCK In the event of changes in the outstanding Common Stock of the Company by reason of dividends (other than cash dividends), recapitalizations, mergers, consolidations, split-ups, combinations or exchanges of shares and the like, the aggregate number and class of shares available under the Plan, the number, class and the price of shares of Common Stock subject to outstanding Options and the number of shares constituting an Option grant under Section 5(b) hereof, shall be appropriately adjusted by the Board, whose determination shall be conclusive. 7. MISCELLANEOUS PROVISIONS (a) The following terms shall have the meanings specified below: (i) "Fair Market Value" means the arithmetic mean of the highest and lowest sales prices of the Common Stock as reported in the Consolidated Transactions of the American Stock Exchange ("AMSE") (or such other national securities exchange on which the Common Stock may be listed at the time of determination, and if the Common Stock is listed on more than one exchange, then on the one located in New York or if the Common Stock is listed only on the National Association of Securities Dealers Automated Quotations System ("NASDAQ"), then on such system) on the date of the grant or other date on which the Common Stock is to be valued hereunder. If no sale shall have been made on the AMSE, such other exchange or the NASDAQ on such date or if the Common Stock is not then listed on any exchange or on the NASDAQ, Fair Market Value shall be determined by the Board in accordance with Treasury Regulations applicable to incentive stock options. (ii) "Retirement" means retirement from the Board at the age of 65 or thereafter or resignation from the Board by reason of disability. (b) Except as expressly provided for in the Plan, no Non-Employee Director or other person shall have any claim or right to be granted an Option under the Plan. Neither the Plan nor any action taken hereunder shall be construed as giving any Non-Employee Director any right to be retained in the service of the Company. (c) An optionee's rights and interest under the Plan may not be assigned or transferred in whole or in part either directly or by operation of law or otherwise (except in the event of an optionee's death, by will or the laws of descent and distribution), including, but not by way of limitation, execution, levy, garnishment, attachment, pledge, bankruptcy or in any other manner and no such right or interest of any participant in the Plan shall be subject to any obligation or liability of such participant. (d) No shares of Common Stock shall be issued hereunder unless counsel for the Company shall be satisfied that such issuance will be in compliance with applicable federal, state and other securities laws and regulations. (e) It shall be a condition to the obligation of the Company to issue shares of Common Stock upon exercise of an Option, that the optionee (or any beneficiary or person entitled to act under subsection 5(d)(iv) above) pay to the Company, upon its demand, such amount as may be requested by the Company for the purpose of satisfying any liability to withhold federal, state, local or foreign income or other taxes. If the amount requested is not paid, the Company may refuse to issue shares of Common Stock. (f) The expenses of the Plan shall be borne by the Company. (g) The Plan shall be unfunded. The Company shall not be required to establish any special or separate fund or to make any other segregation of assets to assure the issuance of shares upon exercise of any Option under the Plan and issuance of shares upon exercise of Options shall be subordinate to the claims of the Company's general creditors. (h) By accepting any Option or other benefit under the Plan, each optionee and each person claiming under or through such person shall be conclusively deemed to have indicated his acceptance and ratification of, and consent to, any action taken under the Plan by the Company or the Board. 3 (i) It is the intent of the Company that the transactions involving options under the Plan comply in all respects with Rule 16b-3 or any successor rule ("Rule 16b-3") under the Securities Exchange Act of 1934, as amended, that any ambiguities or inconsistencies in construction of the Plan be interpreted to give effect to such intention and that if any provision of the Plan is found not to be in compliance with Rule 16b-3, such provision shall be deemed null and void to the extent required to permit any such transaction to comply with Rule 16b-3. The Board may adopt rules and regulations under, and amend, the Plan in furtherance of the intent of the foregoing. 8. AMENDMENT OF DISCONTINUANCE The Plan may be amended at any time and from time to time by the Board as the Board shall deem advisable, including, but not limited to, amendments necessary to qualify for any exemption or to comply with applicable law or regulations; provided, however, that except as provided in Section 6 above, the Board may not, without further approval by the holders of a majority of the outstanding shares of Class A and Class B Common Stock of the Company entitled to vote thereon, voting together as one class, increase the maximum number of shares of Common Stock as to which Options may be granted under the Plan, increase the number of shares subject to an Option, change the Option exercise price described in subsection 5(a) above, extend the period during which Options may be granted or exercised under the Plan or change the class of persons eligible to receive Options under the Plan. Subject to the provision of Section 7(i) hereof relating to Rule 16b-3, no amendment of the Plan shall materially and adversely effect any right of any optionee with respect to any Option theretofore granted without such optionee's written consent. It is intended that the Plan be a "formula plan" under Rule 16b-3 and will comply with all applicable rules, regulations and staff interpretations of the Securities and Exchange Commission. 9. TERMINATION This Plan shall terminate upon the earlier of the following dates or events to occur: (a) upon the adoption of a resolution of the Board terminating the Plan; or (b) ten years from the date the Plan is initially approved and adopted by the stockholders of the Company in accordance with Section 10 below. 10. EFFECTIVE DATE OF PLAN The Plan shall become effective as of April 16, 1991 or such later date as the Board may determine, provided that the adoption of the Plan shall have been approved by the holders of a majority of the outstanding shares of Class A and Class B Common Stock of the Company entitled to vote thereon at the 1991 Annual Meeting of Stockholders, in person or by proxy, voting together as a single class. 4 EX-11 5 EX-11 EXHIBIT 11 THE NEW YORK TIMES COMPANY -------------------------- STATEMENTS OF COMPUTATION OF PRIMARY AND FULLY-DILUTED NET INCOME PER SHARE (Dollars and shares in thousands, except per share data)
Quarter Ended Nine Months Ended September 29, September 29, --------------------- --------------------- 1996 1995 1996 1995 ---------- --------- --------- ---------- PRIMARY* - -------- Average shares outstanding.......................................... 97,008 96,343 97,472 96,983 ---------- --------- --------- ---------- ---------- --------- --------- ---------- Net Income.......................................................... $ (47,684) $ 32,206 $ 31,842 $ 102,821 Less cumulative preference stock dividends........................ (24) (24) (72) (72) ---------- --------- --------- ---------- Total........................................................... $ (47,708) $ 32,182 $ 31,770 $ 102,749 ---------- --------- --------- ---------- ---------- --------- --------- ---------- Primary earnings per share.......................................... $ (0.49) $ 0.33 $ 0.33 $ 1.06 ---------- --------- --------- ---------- ---------- --------- --------- ---------- FULLY DILUTED - ------------- Average shares outstanding.......................................... 97,008 96,343 97,472 96,983 Net effect of dilutive stock options, retirement units and put options (based on the treasury stock method using the quarter-end market price which is higher than the average market price)....... 2,305 1,334 2,034 861 ---------- --------- --------- ---------- Total fully-diluted average shares outstanding...................... 99,313 97,677 99,506 97,844 ---------- --------- --------- ---------- ---------- --------- --------- ---------- Net Income.......................................................... $ (47,684) $ 32,206 $ 31,842 $ 102,821 Less cumulative preference stock dividends........................ (24) (24) (72) (72) ---------- --------- --------- ---------- Total........................................................... $ (47,708) $ 32,182 $ 31,770 $ 102,749 ---------- --------- --------- ---------- ---------- --------- --------- ---------- Fully-diluted earnings per share.................................... $ (0.48) $ 0.33 $ 0.32 $ 1.05 ---------- --------- --------- ---------- ---------- --------- --------- ----------
- ------------------------ * Common stock equivalents are excluded from primary earnings per share because their impact on earnings is less than three percent in the aggregate. 20 EX-27 6 FDS
5 1,000 9-MOS DEC-29-1996 SEP-29-1996 43,769 0 315,384 29,361 25,940 438,191 2,144,857 784,890 3,519,567 568,869 0 0 1,753 11,021 1,556,041 3,519,567 0 1,896,772 0 1,010,253 0 0 20,375 104,995 73,153 31,842 0 0 0 31,842 0.33 0.33
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