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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

The New York Times Company
(Exact Name of Registrant as Specified in Its Charter)

Registrant's telephone number, including area code (212) 556-1234
Securities registered pursuant to Section 12(b) of the Act:

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

Not Applicable
(Title of class)

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

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

Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes. X No.

The aggregate market value of Class A Common Stock held by non-affiliates as of June 27, 2003, was approximately $5.47 billion. As of such date, non-affiliates held 84,850 shares of Class B Common Stock. There is no active market for such stock.

The number of outstanding shares of each class of the registrant's common stock as of February 17, 2004, was as follows: 149,415,182 shares of Class A Common Stock and 840,316 shares of Class B Common Stock.

INDEX TO THE NEW YORK TIMES COMPANY

2003 FORM 10-K



PART I

PART I

ITEM 1. Business.

INTRODUCTION

The New York Times Company (the "Company") was incorporated on August 26, 1896, under the laws of the State of New York. The Company is a diversified media company including newspapers, television and radio stations, Internet businesses, and forest products and other investments. Financial information about industry segments is incorporated by reference to Note 16 to the Consolidated Financial Statements on pages F-47 to F-50 of this report.

The Company's Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports, and the Proxy Statement for its Annual Meeting of Stockholders are made available, free of charge, on its Web site http://www.nytco.com, as soon as reasonably practicable after such reports have been filed with or furnished to the Securities and Exchange Commission (the "SEC").

The Company currently classifies its businesses into the following segments:

•

Newspapers: The New York Times Newspaper Group, consisting of The New York Times ("The Times") and the International Herald Tribune (the "IHT"); the New England Newspaper Group, consisting of The Boston Globe, a daily newspaper, the Boston Sunday Globe (both editions, the "Globe") and the Worcester Telegram & Gazette, in Worcester, Mass. (the "T&G"); 15 newspapers in Alabama, California, Florida, Louisiana, North Carolina and South Carolina (the "Regional Newspapers"); a newspaper distributor in the New York City metropolitan area; news, photo and graphics services and news and features syndication; and licensing of the trademarks and copyrights of The Times and the Globe.

•

Broadcasting: television stations WTKR-TV in Norfolk, Va.; WREG-TV in Memphis, Tenn.; KFOR-TV in Oklahoma City, Okla.; WNEP-TV in Scranton, Penn.; WHO-TV in Des Moines, Iowa; WHNT-TV in Huntsville, Ala.; WQAD-TV in Moline, Ill.; and KFSM-TV in Fort Smith, Ark.; and radio stations WQXR(FM) and WQEW(AM) in New York City.

•

New York Times Digital: the Company's digital and business information division, including NYTimes.com (www.nytimes.com), Boston.com (www.boston.com), and the licensing of electronic databases through its Digital Archive Distribution business.

Additionally, the Company owns minority equity interests in a Canadian newsprint company and a supercalendered paper manufacturing partnership in Maine.

On January 1, 2003, the Company purchased the remaining 50% interest in the IHT which it did not previously own from The Washington Post Company.

In 2002 the Company and Discovery Communications, Inc. entered into a joint venture to own and operate Discovery Times Channel, ("DTC"), a digital cable television channel. The Company owns a 50% interest in DTC.

The Company owns an interest of approximately 17% in New England Sports Ventures, LLC ("NESV"), which owns the Boston Red Sox baseball club (including Fenway Park and approximately 80% of New England Sports Network, a regional cable sports network).

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

NEWSPAPERS

The Newspaper Group segment consists of The New York Times Newspaper Group, the New England Newspaper Group, 15 Regional Newspapers, newspaper distributors, and certain related businesses.

1

Newspaper Group Advertising Revenue

Much of the Newspaper Group's revenues is derived from advertising sold in its newspapers and other publications, as discussed below. The Company divides such advertising into three basic categories: national, retail and classified. Advertising revenue also includes preprints, which are advertising supplements. Below is a breakdown of 2003 newspaper advertising by category:

^a

Primarily includes advertising revenues from the Regional Newspapers' magazines and Web sites.

^b

All advertising revenue of the IHT is included in Other Advertising Revenue for the Total Newspaper Group, but is not otherwise included in this chart.

The New York Times Newspaper Group

The Times is a standard-size daily (Monday through Saturday) and Sunday newspaper, which commenced publication in 1851. The IHT commenced publishing in Paris in 1887, is printed at 26 sites throughout the world and is sold in more than 180 countries.

Circulation

The Times is circulated in each of the 50 states, the District of Columbia and worldwide. Approximately 53% of the weekday (Monday through Friday) circulation is sold in the 31 counties that make up the greater New York City area, which includes New York City, Westchester, Long Island, and parts of upstate New York, Connecticut, New Jersey and Pennsylvania; 47% is sold elsewhere. On Sundays, approximately 49% of the circulation is sold in the greater New York City area and 51% elsewhere. According to reports filed with the Audit Bureau of Circulations ("ABC"), an independent agency that audits the circulation of most U.S. newspapers and magazines, for the six-month period ended September 30, 2003, The Times has the largest daily and Sunday circulation of all seven-day newspapers in the United States.

The Times's average net paid weekday and Sunday circulations for each of the years ended December 28, 2003, and December 29, 2002, are shown in the table below:

Approximately 63% of both the weekday and the larger Sunday circulation were sold through home delivery in 2003.

An increase in the Sunday newsstand price in all areas was effective on March 30, 2003.

Advertising

Advertising revenue and volume information appears at page F-7 of this Form 10-K. Advertising rates for The Times increased an average of 7% in January 2003, and 6% in January 2004.

Based on recent data provided by Competitive Media Reporting, Inc., an independent agency that measures advertising sales volume and estimates advertising revenue, and The Times's internal analysis, The Times believes

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that it ranks first by a substantial margin in advertising revenue in the general weekday and Sunday newspaper field in the New York City metropolitan area.

Production and Distribution

The Times is printed at its production and distribution facilities in Edison, N.J., and Flushing, N.Y., as well as under contract at 18 remote print sites across the United States.

The Times currently has agreements with various newspapers and other delivery agents located in the United States and Canada to deliver The Times in their respective markets and, in some cases, to expand current markets. The agreements include various arrangements for delivery to homes and newsstands.

A subsidiary of the Company, City & Suburban Delivery Systems, Inc. ("City & Suburban"), operates a wholesale newspaper distribution business that distributes The Times and other newspapers and periodicals in New York City, Long Island (N.Y.), New Jersey and the counties of Westchester (N.Y.) and Fairfield (Conn.).

Related Businesses

The Group's other related businesses include The New York Times Index, which produces and licenses The New York Times Index, a print publication, and The New York Times News Services Division. The New York Times News Services Division is made up of three primary units: Syndication Sales which transmits articles, graphics and photographs from The Times, the Globe and other publications to approximately 650 newspapers and magazines in the United States and in more than 50 countries worldwide, and markets other supplemental news services and feature material, graphics and photographs from The Times and other leading news sources to newspapers and magazines around the world; New York Times Television, which, using New York Times-branded and other content, creates television programming for a variety of commercial and public broadcast and cable television networks; and Business Development, which comprises Photo Archives, Times Agency, Book Development and a small publication unit.

New England Newspaper Group

The Globe and the T&G constitute the Company's New England Newspaper Group.

Circulation: Globe

The Globe is a daily (Monday through Saturday) and Sunday newspaper, which commenced publication in 1872. The Globe is distributed throughout New England, although its circulation is concentrated in the Boston metropolitan area.

The Globe's average net paid weekday and Sunday circulations for each of the years ended December 28, 2003, and December 29, 2002, are shown below:

The decrease in copies sold by the Globe in 2003 compared with 2002 was primarily due to the effects of the weak economy, a late 2002 single-copy price increase (daily), a June 2003 single-copy price increase (Sunday), a September 2003 home-delivery price increase (daily and Sunday), the implementation in April 2003 of Massachusetts' "do-not-call" legislation and high circulation in 2002 due to heightened reader interest in various news stories.

Approximately 80% of the Globe's weekday circulation and 69% of its larger Sunday circulation are sold through home delivery; the remainder are sold primarily on newsstands.

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Circulation: Worcester Telegram & Gazette

The T&G is a daily (Monday through Saturday) newspaper, which began publishing in 1866. Its Sunday companion, the Sunday Telegram, began in 1884. These newspapers and several Company-owned non-daily newspapers, some published under the name of Coulter Press, circulate throughout Worcester County and northeastern Connecticut.

The T&G's average net paid weekday and Sunday circulations, for each of the years ended December 28, 2003 and December 29, 2002, are shown below:

The decrease in weekday and Sunday copies sold by the T&G in 2003 compared with 2002 was primarily due to the weak economy, single-copy and home-delivery price increases instituted in October and November 2003, as well as the implementation of Massachusetts' "do-not-call" legislation. Approximately 75% of its daily and Sunday circulations are distributed by home delivery; the remainder is sold in stores or newsstands.

Advertising

Advertising revenue and volume information appears at page F-7 of this Form 10-K. Both the Globe and the T&G increased advertising rates in each category of advertising in 2003.

On January 1, 2004, the Globe increased General and Classified rates by 4% to 10% and 4% to 5%, respectively, and the T&G increased all advertising rates by 3% to 5%.

Based on information supplied by major daily newspapers published in New England and assembled by the New England Newspaper Association, Inc. for the fiscal year ended December 28, 2003, the Globe ranked first and the T&G ranked sixth in advertising inches among all newspapers published in New England.

Production and Distribution

All editions of the Globe are printed and prepared for delivery at its main Boston plant or its Billerica, Mass. satellite plant. All editions of the T&G are printed and prepared for delivery at its plant in Millbury, Mass.

Virtually all of the Globe's home-delivered circulation was delivered in 2003 by a third-party service provider.

Regional Newspapers

The Regional Newspapers include 14 daily newspapers, of which 12 publish on Sunday, and one weekly newspaper.

The average weekday and Sunday circulations for the fiscal year ended December 28, 2003 for each of these newspapers are shown below:

The Petaluma Argus-Courier, in Petaluma, Calif., the Company's only weekly newspaper, had average weekly circulation for the twelve-month period ended December 28, 2003, of 7,316.

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BROADCASTING

The Company's television and radio stations are operated under licenses from the Federal Communications Commission ("FCC") and are subject to FCC regulations. Radio and television license renewals are now normally granted for terms of eight years.

¹

According to Nielsen Media Research, a research company that measures audiences for television stations.

²

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

The Company anticipates that its future applications for renewal of its station licenses will result in the licenses being renewed for eight-year periods.

All of the television stations have three principal sources of revenue: local advertising (sold to advertisers in the immediate geographic areas of the stations), national spot advertising (sold to national clients by individual stations rather than networks), and compensation paid by the networks for carrying commercial network programs. Network compensation has declined at all stations over the past several years. This industry trend is expected to result in the eventual elimination of network compensation at all of the Company's television stations.

In each market, the Company also operates a digital television station associated with its analog station. All of the digital stations operate in the UHF band and, at present, all simultaneously broadcast the same programs (except for the digital format) as the corresponding analog stations.

The Company's two radio stations serve the New York City metropolitan area. WQXR(FM) is currently the only commercial classical music station serving this market. In December 1998, the Company entered into a Time Brokerage Agreement with ABC, Inc., under which ABC, Inc. is providing substantially all of the programming for WQEW(AM) for an eight-year period. Under a separate option agreement, ABC, Inc. has acquired the right to purchase WQEW(AM) at the end of the eight-year period.

NEW YORK TIMES DIGITAL

New York Times Digital ("NYTD") operates the Company's largest digital businesses.

NYTD derives most of its revenue from the sale of advertising on its two Web sites, NYTimes.com and Boston.com. Advertising is sold to both national and local customers. The form of advertising is diverse, including Web site display advertising (banners, half-page units, rich media), classified advertising (help-wanted, real estate, automobiles) and contextual advertising (links supplied by Google, an Internet search engine). Non-advertising revenue is primarily from the Company's Digital Archive Distribution business, which licenses archived information in databases to resellers of that information.

NYTimes.com and Boston.com continue to reach wide audiences across the New York and Boston metropolitan regions, the nation and around the world. In the United States alone, according to Nielsen NetRatings, an Internet traffic measurement service, unique users visiting NYTD's Web sites reached over 12.1 million in the

5

month of December 2003 compared to 9.3 million in December 2002. In addition, over 3.6 million people receive requested newsletters from NYTimes.com each day. The reach of the Web sites is instrumental in creating a substantial stream of newspaper subscription orders each year. In 2003, over 80,000 subscription orders for The Times or the Globe originated from these two Web sites.

FOREST PRODUCTS INVESTMENTS AND OTHER JOINT VENTURES

The Company has ownership interests in one newsprint mill and one mill producing supercalendered paper, a high finish paper used in some magazines and preprinted inserts, which is a higher-value grade than newsprint (the "Forest Products Investments"), as well as in DTC and NESV.

Forest Products Investments

The Company has a 49% equity interest in a Canadian newsprint company, Donohue Malbaie Inc. ("Malbaie"). The other 51% is owned by Abitibi-Consolidated ("Abitibi"), a global manufacturer of paper. Malbaie purchases pulp from Abitibi and manufactures newsprint from this raw material on the paper machine it owns within the Abitibi paper mill at Clermont, Quebec. Malbaie is wholly dependent upon Abitibi for its pulp. In 2003 Malbaie produced 230,000 metric tons of newsprint, 94,000 tons of which were sold to the Company, with the balance sold to Abitibi for resale.

The Company has a 40% equity interest in a partnership operating a supercalendered paper mill in Madison, Maine, Madison Paper Industries ("Madison"). Madison purchases all of its wood from local suppliers, mostly under long-term contracts. In 2003 Madison produced 195,000 metric tons, 12,000 tons of which were sold to the Company.

The debt of Malbaie and Madison is not guaranteed by the Company.

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

Other Joint Ventures

The Company's approximately 17% investment in NESV, which owns the Boston Red Sox, Fenway Park and approximately 80% of New England Sports Network, a regional cable sports network, is categorized under "Other Joint Ventures."

The Company's 50% interest in DTC, the digital cable channel co-owned with Discovery Communications, Inc., is also categorized under "Other Joint Ventures."

The above investments were accounted for under the equity method in 2003.

RAW MATERIALS

The primary raw materials used by the Company are newsprint and supercalendered paper. The Company purchases newsprint from a number of North American producers. A significant portion of such newsprint is purchased from Abitibi, North America's largest producer of newsprint.

6

In 2003 and 2002 the Company used the following types and quantities of paper (all amounts in metric tons):

¹

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

²

In 2003 The Times figure includes 8,000 tons of newsprint for the IHT. In 2002 newsprint costs associated with the IHT were not included in "Raw Materials."

The paper used by The New York Times Newspaper Group, the New England Newspaper Group and the Regional Newspapers was purchased under contracts with unrelated suppliers and related suppliers in which the Company holds equity interests (see "Forest Products Investments").

COMPETITION

The Times competes for advertising and circulation with newspapers of general circulation in New York City and its suburbs, as well as with national publications such as The Wall Street Journal and USA Today. The Times also competes with magazines, television, direct mail, radio, the Internet and other media.

The IHT's key competitors include The Wall Street Journal's European and Asian Editions, the London-based Financial Times, Time, Newsweek International and The Economist. Satellite distribution of CNN, Fox News, CNBC and the BBC adds a broadcast component to the available global sources of English language news, and the Internet provides additional sources of English language news.

The Globe competes for advertising and circulation with other daily, weekly and national newspapers distributed in Boston, its neighboring suburbs and the greater New England region, including, among others, The Boston Herald (daily and Sunday). The Globe also competes with other communications media, such as direct mail, magazines, television, radio, the Internet and other media. The T&G competes with other daily and weekly newspapers distributed in Worcester County, as well as with radio, television and direct mail.

The Regional Newspapers compete for advertising and circulation with a variety of newspaper and other advertising media in their markets.

All of the Company's television stations compete directly with other television stations in their respective markets and with other video services, such as cable network programming carried on local cable systems, satellite-to-home systems, and with other local media and the Internet. WQXR(FM) competes for listeners primarily with two all news commercial radio stations and with WNYC(FM), a non-commercial station, which features both news and classical music. It competes for advertising revenues with many adult-audience commercial radio stations and other media in New York City and surrounding suburbs.

New York Times Digital primarily competes with other advertising-supported news and information Web sites, such as Yahoo! News and CNN.com, and classified advertising portals, such as Monster.com (help-wanted advertising).

DTC is a non-fiction channel that offers documentary programming on recent history and newsworthy events. It competes with cable channels like A&E and the History Channel. DTC also competes for viewers and advertisers with all other broadcast and cable channels.

7

NESV competes in the Boston consumer entertainment market primarily with other professional sports teams and other forms of live, film and broadcast entertainment. New England Sports Network competes for television audiences with broadcast television stations and other cable television networks throughout most of New England. The Boston Red Sox, Fenway Park and the New England Sports Network compete for advertising with all forms of local and national media including television (including cable), radio, newspapers, magazines, direct mail and outdoor advertising.

EMPLOYEES

As of December 28, 2003, the Company had approximately 12,400 full-time equivalent employees.

Labor Relations

Approximately 3,300 full-time equivalent employees of The Times and City & Suburban are represented by 14 unions with 18 labor agreements. Approximately 2,300 full-time equivalent employees of the Globe are represented by 10 unions with 12 labor agreements. Collective bargaining agreements, covering the following categories of employees, with the expiration dates noted below, are either in effect or have expired and negotiations for new contracts are ongoing:

The IHT has approximately 320 employees worldwide, including approximately 220 located in France, whose terms and conditions of employment are established by a combination of French National Labor Law, industrywide

8

collective agreements and company-specific agreements. The IHT is in the process of negotiating a new company-specific agreement with its journalists.

Approximately one-third of the 700 employees of the T&G are represented by four unions. Labor agreements with three production unions expire on October 8, 2004, August 31, 2006 and November 30, 2006, respectively. The Providence Newspaper Guild was certified as the bargaining agent for the newsroom employees in 1993 and for the circulation employees in 2000. Negotiations with this union are ongoing.

Approximately 150 of the 400 employees at the Press Democrat are represented by four unions. The labor agreements with the Newspaper Guild, Pressmen, and Typographical unions expire in 2008. Negotiations to achieve a new labor agreement are currently underway with the Teamsters, who represent certain employees in the circulation department.

NYTD, New York Times Television and WQXR(FM) also have unions representing some of their employees.

The Company cannot predict the timing or the outcome of the various negotiations described above.

ITEM 2. Properties.

The general character, location, terms of occupancy and approximate size of the Company's principal plants and other materially important properties at December 28, 2003, are listed below.

¹

The Company is leasing a 31-acre site in Flushing, N.Y., where its printing and distribution plant is located, and has the option to purchase the property at any time prior to the end of the lease in 2019.

²

The Edison production and distribution facility is occupied pursuant to a long-term lease with renewal and purchase options.

The Company plans to build a new headquarters, which will be located in New York City, in the Times Square area. The building will contain approximately 1.54 million gross square feet of space, of which 825,000 gross square feet will be occupied by the Company. On December 13, 2001, the Company announced the execution of a 99-year ground lease for the building site by the Company and the Forest City Ratner Companies Inc. (its development partner) with a New York State agency. The lease gives the Company the option to purchase the site after 29 years. The Company is targeting occupancy for 2007.

ITEM 3. Legal Proceedings.

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

9

ITEM 4. Submission of Matters to a Vote of Security Holders.

Not applicable.

Executive Officers of the Registrant

¹

Mr. Lewis left the Company in 1973 and returned in 1977.

²

Ms. Augustine left the Company in 1993 and returned in 1998.

³

Mr. Forman left the Company in 1986 and returned in 1996.

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PART II

ITEM 5. Market for the Registrant's Common Equity and Related Stockholder Matters.

The additional information required by this item appears at pages F-1 and F-53 of this Form 10-K.

Equity Compensation Plan Information

¹

Mr. Heekin-Canedy left the Company in 1989 and returned in 1992.

²

Includes shares of Class A Common Stock to be issued upon exercise of stock options granted under the 1991 Executive Stock Incentive Plan (the "1991 Plan") and the Non-Employee Directors' Stock Option Plan.

³

Includes shares of Class A Common Stock available for future stock options to be granted under the 1991 Plan and the Non-Employee Directors' Stock Option Plan.

⁴

Includes shares of Class A Common Stock available for future issuance under the Employee Stock Purchase Plan.

⁵

Includes shares of Class A Common Stock to be issued upon conversion of stock awards under the 1991 Plan.

⁶

Includes shares of Class A Common Stock available for stock awards under the 1991 Plan.

ITEM 6. Selected Financial Data.

The information required by this item appears at pages F-1 to F-2 of this Form 10-K.

ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.

The information required by this item appears at pages F-3 to F-21 of this Form 10-K.

ITEM 7A. Quantitative and Qualitative Disclosure About Market Risk.

The information required by this item appears at page F-21 of this Form 10-K.

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ITEM 8. Financial Statements and Supplementary Data.

The information required by this item appears at pages F-22 to F-53 and pages F-55 to F-56 of this Form 10-K.

ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

Not applicable.

ITEM 9A. Controls and Procedures

Russell T. Lewis, the Company's Chief Executive Officer, and Leonard P. Forman, the Company's Chief Financial Officer, have evaluated the effectiveness of the Company's disclosure controls and procedures as of December 28, 2003. Based on such evaluation, each of Messrs. Lewis and Forman concluded that the Company's disclosure controls and procedures were effective to ensure that the material information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. There have been no changes in the Company's internal control over financial reporting during the period covered by this report that have materially affected or are reasonably likely to materially affect, the Company's internal control over financial reporting.

PART III

ITEM 10. Directors and Executive Officers of the Registrant.

In addition to the information set forth under the caption "Executive Officers of the Registrant" in Part I of this Form 10-K, the information required by this item is incorporated by reference to the sections entitled "Section 16(a) Beneficial Ownership Reporting Compliance," "Proposal Number 1—Election of Directors," and "Interest of Directors in Certain Transactions of the Company," but only up to and not including the section entitled "Board of Directors and Corporate Governance," of the Company's Proxy Statement for the 2004 Annual Meeting of Stockholders.

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

ITEM 11. Executive Compensation.

The information required by this item is incorporated by reference to the sections entitled "Directors' Compensation," "Directors' and Officers' Liability Insurance" and "Compensation of Executive Officers," but only up to and not including the section entitled "Performance Presentation," of the Company's Proxy Statement for the 2004 Annual Meeting of Stockholders. See Item 5 of this Annual Report on Form 10-K for information concerning the Company's equity compensation plans.

ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The information required by this item is incorporated by reference to the sections entitled "Voting On Matters Before The Annual Meeting," "Principal Holders of Common Stock," "Security Ownership of Management and Directors," "Section 16(a) Beneficial Ownership Reporting Compliance," and "The 1997 Trust," of the Company's Proxy Statement for the 2004 Annual Meeting of Stockholders.

ITEM 13. Certain Relationships and Related Transactions.

The information required by this item is incorporated by reference to the sections entitled "Interest of Directors in Certain Transactions of the Company," and "Compensation of Executive Officers," but only up to and not including the section entitled "Performance Presentation," of the Company's Proxy Statement for the 2004 Annual Meeting of Stockholders.

ITEM 14. Principal Accountant Fees and Services.

The information required by this item is incorporated by reference to the section entitled "Proposal Number 3—Selection of Auditors," beginning with the section entitled "Audit and Other Fees," but only up to and not including the section entitled "Recommendation and Vote Required" of the Company's Proxy Statement for the 2004 Annual Meeting of Stockholders.

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PART IV

ITEM 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K.

(A)   DOCUMENTS FILED AS PART OF THIS REPORT

(1)   Financial Statements and Supplemental Schedules

(a)

The Consolidated Financial Statements of the Company are filed as part of this Form 10-K and are set forth on pages F-22 to F-53. The report of Deloitte & Touche LLP, Independent Auditors, dated February 19, 2004, is set forth on page F-54 of this Form 10-K.

(b)

The following additional consolidated financial information is filed as part of this Form 10-K and should be read in conjunction with the Consolidated Financial Statements set forth on pages F-22 to F-53. Schedules not included with this additional consolidated financial information have been omitted either because they are not applicable or because the required information is shown in the Consolidated Financial Statements on the aforementioned pages.

Separate financial statements and supplemental schedules of associated companies accounted for by the equity method are omitted in accordance with the provisions of Rule 3-09 of Regulation S-X.

(2)   Exhibits

(3.1)

Certificate of Incorporation as amended and restated to reflect amendments effective June 19, 1998 (filed as an Exhibit to the Company's Form 10-Q dated August 11, 1998, and incorporated by reference herein).

(3.2)

By-laws as amended through December 20, 2001 (filed as an Exhibit to the Company's Form 10-K, dated February 22, 2002 and incorporated by reference herein).

(4)

The Company agrees to furnish to the Commission upon request a copy of any instrument with respect to long-term debt of the Company and any subsidiary for which consolidated or unconsolidated financial statements are required to be filed, and for which the amount of securities authorized thereunder does not exceed 10% of the total assets of the Company and its subsidiaries on a consolidated basis.

(10.1)

The Company's 1991 Executive Stock Incentive Plan, as amended through September 20, 2001 (filed as an Exhibit to the Company's Form 10-Q dated November 8, 2001, and incorporated by reference herein).

(10.2)

The Company's 1991 Executive Cash Bonus Plan, as amended through May 23, 2000 (filed as an Exhibit to the Company's Form 10-Q dated November 8, 2000, and incorporated by reference herein).

(10.3)

The Company's Non-Employee Directors' Stock Option Plan, as amended through September 21, 2000 (filed as an Exhibit to the Company's Form 10-Q dated November 8, 2000, and incorporated by reference herein).

(10.4)

The Company's Supplemental Executive Retirement Plan, as amended and restated through January 1, 1993 (filed as an Exhibit to the Company's Form 10-K dated March 11, 1996, and incorporated by reference herein).

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(10.5)

Amendment No. 1, dated May 1, 1997, to the Company's Supplemental Executive Retirement Plan (filed as an Exhibit to the Company's Form 10-Q dated March 30, 1997, and incorporated by reference herein).

(10.6)

Lease (short form) between the Company and Z Edison Limited Partnership, dated April 8, 1987 (filed as an Exhibit to the Company's Form 10-K dated March 27, 1988, and incorporated by reference herein).

(10.6.1)

Amendment to Lease between the Company and Z Edison Limited Partnership, dated May 14, 1997 (filed as an Exhibit to the Company's Form 10-Q dated November 10, 1998, and incorporated by reference herein).

(10.6.2)

Second Amendment to Lease between the Company and Z Edison Limited Partnership, dated June 30, 1998 (filed as an Exhibit to the Company's Form 10-Q dated November 10, 1998, and incorporated by reference herein).

(10.7)

Agreement of Lease, dated as of December 15, 1993, between The City of New York, Landlord, and the Company, Tenant (as successor to New York City Economic Development Corporation (the "EDC"), pursuant to an Assignment and Assumption of Lease With Consent, made as of December 15, 1993, between the EDC, as Assignor, to the Company, as Assignee) (filed as an Exhibit to the Company's Form 10-K dated March 21, 1994, and incorporated by reference herein).

(10.8)

Funding Agreement #1, dated as of December 15, 1993, between the EDC and the Company (filed as an Exhibit to the Company's Form 10-K dated March 21, 1994, and incorporated by reference herein).

(10.9)

Funding Agreement #2, dated as of December 15, 1993, between the EDC and the Company (filed as an Exhibit to the Company's Form 10-K dated March 21, 1994, and incorporated by reference herein).

(10.10)

Funding Agreement #3, dated as of December 15, 1993, between the EDC and the Company (filed as an Exhibit to the Company's Form 10-K dated March 21, 1994, and incorporated by reference herein).

(10.11)

Funding Agreement #4, dated as of December 15, 1993, between the EDC and the Company (filed as an Exhibit to the Company's Form 10-K dated March 21, 1994, and incorporated by reference herein).

(10.12)

New York City Public Utility Service Power Service Agreement, made as of May 3, 1993, between The City of New York, acting by and through its Public Utility Service, and The New York Times Newspaper Division of the Company (filed as an Exhibit to the Company's Form 10-K dated March 21, 1994, and incorporated by reference herein).

(10.13)

Globe Newspaper Company, Inc. Supplemental Executive Retirement Plan, as amended effective December 16, 1998 (filed as an Exhibit to the Company's Form 10-K dated February 26, 1999, and incorporated by reference herein).

(10.14)

The Company's Deferred Executive Compensation Plan, as amended effective December 20, 2002 (filed as an Exhibit to the Company's Form S-8 dated December 20, 2002, and incorporated by reference herein).

(10.15)

The Company's Non-Employee Directors Deferral Plan (filed as an Exhibit to the Company's Form 10-Q dated November 12, 1997, and incorporated by reference herein).

(10.16)

Distribution Agreement, dated as of September 17, 2002, by and among the Company, J.P. Morgan Securities Inc., Banc of America Securities LLC, and Banc One Markets, Inc. (filed as an Exhibit to the Company's Form 8-K dated September 18, 2002, and incorporated by reference herein).

(10.17)

Calculation Agent Agreement, dated as of September 17, 2002, by and between the Company and JPMorgan Chase Bank (filed as an Exhibit to the Company's Form 8-K dated September 18, 2002, and incorporated by reference herein).

14

(10.18)

Employment Agreement, dated as of September 1, 1999, between the Company and Martin Nisenholtz (filed as an Exhibit to the Company's Form 10-K dated March 14, 2000, and incorporated by reference herein).

(10.19)

Agreement of Lease, dated December 12, 2001, between the 42^nd St. Development Project, Inc., as Landlord, and The New York Times Building LLC, as Tenant (filed as an Exhibit to the Company's Form 10-K dated February 22, 2002, and incorporated by reference herein).

(12)

Ratio of Earnings to Fixed Charges.

(14)

Code of Ethics for the Chairman, Chief Executive Officer, Vice Chairman and Senior Financial Officers.

(21)

Subsidiaries of the Company.

(23)

Consent of Deloitte & Touche LLP.

(31.1)

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

(31.2)

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

(32.1)

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(32.2)

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(B)   REPORTS ON FORM 8-K

        The Company furnished a Form 8-K on October 16, 2003, to report (1) the Company's earnings for the quarter ended September 28, 2003, and (2) the Company's newspaper advertising revenue for the quarter ended September 28, 2003.

15

SIGNATURES

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

Date: February 20, 2004

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

16

THE NEW YORK TIMES COMPANY

2003 FINANCIAL REPORT

SELECTED FINANCIAL DATA

•

The Selected Financial Data should be read in conjunction with the Consolidated Financial Statements included in this Form 10-K.

•

See page F-2 for certain items included in Selected Financial Data. All earnings per share amounts for the items on page F-2 are on a diluted basis.

•

For comparability, certain prior year amounts have been reclassed to conform with the 2003 presentation.

•

All fiscal years presented above comprise 52 weeks except fiscal year 2000 which comprises 53 weeks.

F-1

The items below are included in the Selected Financial Data.

2003

The items below amount to a net $8.7 million in income on a pre-tax basis ($5.2 million after tax, or $.03 per share).

•

an $8.3 million pre-tax gain ($5.0 million after tax, or $.03 per share) related to a credit for advertising issued by the Company, which was not used within the allotted time by the advertiser (see Note 6 of the Notes to the Consolidated Financial Statements).

•

a $4.6 million pre-tax charge ($2.8 million after tax, or $.02 per share) associated with the closing of a small job fair business (see Note 6 of the Notes to the Consolidated Financial Statements).

•

$5.0 million in income on a pre-tax basis ($3.0 million after tax, or $.02 per share) related to a $25.0 million non-compete agreement (the "non-compete agreement") entered into in connection with the sale of the Santa Barbara News-Press in 2000. The total amount of the non-compete agreement is recognized as income on a straight-line basis over the life of the agreement.

2002

The items below amount to a net $7.6 million pre-tax charge ($4.7 million after tax, or $.03 per share).

•

a $12.6 million pre-tax charge ($7.7 million after tax, or $.05 per share) for work force reduction expenses ("Buyouts") (see Notes 6 and 16 of the Notes to the Consolidated Financial Statements).

•

$5.0 million in income on a pre-tax basis, ($3.0 million after tax, or $.02 per share) related to the non-compete agreement.

2001

The items below amount to a net $283.8 million in income on a pre-tax basis ($153.5 million after tax, or $.96 per share).

•

a $412.0 million pre-tax gain ($241.3 million after tax, or $1.51 per share) resulting from the sale of Golf Digest, Golf Digest Woman, Golf World and Golf World Business ("Magazine Group") (see Note 3 of the Notes to the Consolidated Financial Statements).

•

a $90.4 million pre-tax charge ($53.8 million after tax, or $.34 per share) for Buyouts (see Notes 6 and 16 of the Notes to the Consolidated Financial Statements).

•

$5.0 million in income on a pre-tax basis ($2.9 million after tax, or $.02 per share) related to the non-compete agreement.

•

$42.8 million in amortization expense ($36.9 million after tax, or $.23 per share) which would not have been expensed if Statement of Financial Accounting Standards ("FAS") No. 142, Goodwill and Other Intangible Assets, had been adopted at the beginning of 2001 (see Note 2 of the Notes to the Consolidated Financial Statements).

2000

The items below amount to a net $10.1 million in income on a pre-tax basis (a charge of $3.2 million after tax, or $.01 per share).

•

an $85.3 million pre-tax net gain ($61.1 million after tax, or $.36 per share). This resulted from a gain of $132.1 million ($91.6 million after tax) in connection with the sale of seven newspapers and nine telephone directory operations as well as the amortization of income related to the non-compete agreement, partially offset by a disposition loss and write-downs for certain of the Company's equity investments in online ventures in the aggregate amount of $46.8 million ($30.5 million after tax).

•

a $22.7 million pre-tax noncash charge ($20.4 million after tax, or $.12 per share) for a write-down of intangible assets related to an acquisition made in 1999. This charge is included in amortization expense.

•

a $5.3 million pre-tax charge ($3.1 million after tax, or $.02 per share) for Buyouts.

•

$47.2 million in amortization expense ($40.8 million after tax, or $.23 per share) which would not have been expensed if FAS 142 had been adopted at the beginning of 2000.

1999

The items below amount to a net $54.8 million pre-tax charge ($43.8 million after tax, or $.24 per share).

•

a $15.5 million pre-tax charge ($8.9 million after tax, or $.05 per share) for Buyouts.

•

$39.3 million in amortization expense ($34.9 million after tax, or $.19 per share) which would not have been expensed if FAS 142 had been adopted at the beginning of 1999.

F-2

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

EXECUTIVE OVERVIEW

Our Business

The core purpose of The New York Times Company (the "Company") is to enhance society by creating, collecting and distributing high-quality news, information and entertainment. In order to fulfill its mission the Company must create value for all of the constituents it serves, including its customers, employees and shareholders and the communities in which it operates. The Company creates value by executing its long-term strategy, which is to operate leading news and advertising media in the national/global market and in each of the local markets it serves. In addition, the Company enhances value by controlling costs and implementing process improvement initiatives.

The Company's long-term strategy is pursued with a portfolio of properties that serves its customers in print, in broadcast and online. In 2003 newspaper properties contributed 93% of the Company's $3.2 billion of revenues, broadcasting accounted for 4% and New York Times Digital ("NYTD"), the Company's digital and business information division, accounted for 3%. The business model of each of the Company's segments is summarized below.

Newspaper Group (consisting of The New York Times Newspaper Group, which includes The New York Times ("The Times") and the International Herald Tribune (the "IHT"), the New England Newspaper Group, which includes The Boston Globe (the "Globe") and the Worcester Telegram & Gazette, 15 other newspapers ("Regional Newspapers"), newspaper distributors and certain related businesses). The Newspaper Group derives the majority of its revenues from offering advertisers a means to promote their brands, products and services to the buying public. In 2003 approximately 64% of the Newspaper Group's revenues was from advertising. The Newspaper Group also derives revenues from offering the public a source of timely news and editorial materials, as well as information on products sold by advertisers. In 2003 approximately 29% of the Newspaper Group's revenues was from circulation. The Newspaper Group's main operating expenses are employee-related costs, which include compensation and benefits, and raw materials, primarily newsprint. In January 2003 the Company purchased the remaining 50% interest in the IHT that it did not previously own for approximately $65 million. Beginning in 2003, the operating results of the IHT are included within The New York Times Newspaper Group. Although the acquisition has not had a material impact on the Company's results of operations, as discussed in more detail below, the inclusion of the IHT's 2003 results has affected year-to-year comparisons of certain items.

Broadcast Group (consisting of eight network-affiliated television stations and two radio stations). The Broadcast Group derives almost all of its revenues — 95% in 2003 — from the sale of commercial time to advertisers. The Broadcast Group's main operating expenses are employee-related costs and programming costs.

NYTD (consisting of NYTimes.com, Boston.com and Digital Archive Distribution ("DAD"), which licenses archive databases of The Times and the Globe to electronic information providers). Access to NYTD's Web sites is offered without subscription fees. NYTD derives most of its revenues from the sale of advertisements. In 2003 approximately 43% of revenues was from display advertisements and 30% was from classified ads, such as help-wanted, real estate and automotive listings. NYTD benefits from the exclusive online distribution rights for the classified listings of The Times and the Globe. Non-advertising revenues in 2003, which accounted for 27% of revenues, were primarily from DAD. NYTD's main operating expenses are employee-related costs and royalties paid to The Times and the Globe for content.

The Company's long-term strategy is also pursued through its 50% interest in the Discovery Times Channel, ("DTC"), a digital cable television channel, and its 16.9% interest in New England Sports Ventures ("NESV"), which owns the Boston Red Sox, Fenway Park and approximately 80% of the New England Sports Network, a regional cable sports network.

2003 Highlights

•

Despite the dampened U.S. economy and the soft advertising market, the Company's advertising revenues showed continued improvement and ended 2003 up approximately 2% over the prior year, excluding the IHT. Including the IHT, advertising revenues were up approximately 4%. The economy and the advertising market in 2003 reflected a period of political and economic turmoil caused by terrorism at home and abroad,

F-3

the war in Iraq, SARS, continuing unemployment and other factors.

•

The Company's circulation revenues rose to a record level in 2003 primarily due to the strength of higher daily and Sunday newsstand prices for The Times.

•

Expense growth for 2003 (excluding the IHT) was approximately 3%, despite significantly higher benefit costs, investments in properties and higher newsprint costs. Including the IHT, expenses grew approximately 6%.

•

Earnings per share (on a diluted basis) for 2003 increased approximately 2% over the prior year.

•

The Company's businesses continued to be strong cash generators in 2003 and the Company's debt levels remained at approximately the same levels as in the prior year. The Company utilized its strong liquidity position to invest in capital projects intended to improve its operations, to make strategic investments to enhance its properties, to increase the dividend rate by approximately 8%, and to repurchase shares of its stock.

•

The Company's critical accounting policies included its accounting for long-lived assets, retirement benefits, income taxes, self-insurance and accounts receivable. Management has discussed and will continue to discuss its critical accounting policies with the Audit Committee of the Company's Board of Directors.

Trends and Uncertainties

The Company's advertising volume and the price of newsprint are the key uncertainties whose fluctuations can have a material effect on the Company's operating results. The Company's cash flow from operating activities, its primary source of liquidity, is adversely affected when the advertising market is weak or newsprint prices are high. One of the Company's key management priorities is to anticipate the level of advertising volume and newsprint prices while it manages its businesses to maximize operating profit during expanding and contracting economic cycles.

The Company's advertising revenues, which account for approximately 66% of revenues, are susceptible to economic swings and are difficult to predict. In managing its operations, the Company closely monitors economic indicators such as the level of consumer confidence, the rate of unemployment, interest rates and housing starts.

In 2003, national newspaper advertising, which the Company expects to grow faster than its other advertising categories, accounted for approximately 43% of the Newspaper Group's advertising revenues and approximately 26% of the Company's revenues. This is significantly higher than the average in the newspaper industry where, according to the Newspaper Association of America, national advertising accounts for approximately 17% of advertising revenues. As a result, the Company can be disproportionately affected by national economic conditions. Retail and classified newspaper advertising together accounted for approximately 45% of the Newspaper Group's advertising revenues and approximately 27% of the Company's revenues in 2003. Retail and classified newspaper advertising are also affected by the national economy, but more so by the local economies in which the Group operates, in particular New York and Boston. These local economies can sometimes lag or lead trends in the national economy.

Raw materials, of which newsprint is the primary component, represented approximately 10% of the Company's costs and expenses in 2003. Newsprint is a basic commodity and its price is sensitive to the balance of supply and demand. The Company's costs and expenses are affected by the cyclical increases and decreases in the price of newsprint. Newsprint market prices published by Resource Information Systems, Inc. (a company that provides economic analysis of the printing and writing paper markets) have ranged from $423/ton to $740/ton over the past ten years. Consolidation in the North American newsprint industry has reduced the number of suppliers. This has led to paper mill closures and conversions to other grades of paper, which in turn have decreased overall newsprint capacity and increased the likelihood of price increases in the future.

To manage the uncertainties inherent in its businesses, the Company prepares monthly forecasts of anticipated results of operations, including expected advertising volume and newsprint prices. Actual results are closely analyzed to determine if measures are required to maximize operating profit, such as implementing pricing increases, delaying capital projects or limiting expenses.

F-4

2004 Guidance

The Company ended 2003 with higher fourth-quarter earnings than it anticipated, mainly because of higher-than-expected newspaper advertising in December. Continuing signs that the economy has returned to an upward growth trend encourage the Company that an improving advertising market will follow in 2004. The Company will continue to make investments in two of its most significant growth initiatives, the national expansion of The Times and the relaunch of the IHT. These investments, coupled with increased newsprint and employee-related costs, are likely to result in higher expense growth. Depending on the speed and strength of the advertising recovery, management believes the Company's earnings per share, or EPS, growth rate in 2004 will range from the low- to mid-single digits. References to EPS refer to diluted earnings per share as computed under accounting principles generally accepted in the United States of America ("GAAP"). The key financial measures discussed in the table below are also GAAP measures.

A summary of guidance on key financial measures for 2004, on a GAAP basis, is shown below. There have been no changes in the guidance for 2004 since the Company released its fourth-quarter earnings on January 27, 2004.

^(a)

The 2004 growth rates for total Company advertising revenues and expenses are each expected to be in the mid-single digits but the growth rate for total Company advertising revenues is expected to be higher than that of expenses.

^(b)

Includes costs of $110 to $120 million in 2004 related to the Company's interest in its new headquarters in New York City, which the Company expects to occupy in 2007.

F-5

RESULTS OF OPERATIONS

Overview

The following table presents the Company's consolidated financial results for the three years ended December 28, 2003, on a GAAP basis. The results set forth in the table and discussed in this section include the items discussed in this report on page F-2, immediately after the table of Selected Financial Data.

^*

Represents an increase or decrease in excess of 100%.

^(a)

At the beginning of the Company's 2002 fiscal year, the Company adopted Statement of Financial Accounting Standards ("FAS") No. 142, Goodwill and Other Intangible Assets (see Note 2 of the Notes to the Consolidated Financial Statements). FAS 142 eliminated the amortization of goodwill and certain other intangibles and requires an impairment test of their carrying value. The provisions of FAS 142 are effective for periods after adoption and retroactive application is not permitted. Therefore, the historical results of periods prior to 2002 in the Company's Consolidated Statements of Income do not reflect the effect of FAS 142 and, accordingly, the fiscal year 2001 includes amortization expense of $42.4 million in "Selling, general and administrative expenses" and $0.4 million in "Net (loss)/income from joint ventures" ($36.9 million after tax, or $.23 per share, collectively).

Revenues

Revenues, for the three years ended December 28, 2003, by reportable segment and for the Company as a whole, were as follows:

^(a)

Intersegment eliminations primarily include license fees between NYTD and other segments.

F-6

Newspaper Group

Advertising, circulation and other revenues for the three years ended December 28, 2003, by division of the Newspaper Group and for the Group as a whole (with and without the IHT's 2003 revenues), were as follows: