For the fiscal year ended December 25, 2016
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Commission file number 1-5837
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New York
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13-1102020
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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620 Eighth Avenue, New York, N.Y.
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10018
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(Address of principal executive offices)
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(Zip code)
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Title of each class
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Name of each exchange on which registered
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Class A Common Stock of $.10 par value
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New York Stock Exchange
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Large accelerated filer
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þ
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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Smaller reporting company
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¨
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INDEX TO THE NEW YORK TIMES COMPANY 2016 ANNUAL REPORT ON FORM 10-K
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ITEM NO.
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Circulation
and Audience
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PART I
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FORWARD-LOOKING STATEMENTS
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ITEM 1. BUSINESS
|
•
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our newspaper, The New York Times (“The Times”);
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•
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our websites, including NYTimes.com;
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•
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our mobile applications, including The Times’s core news applications, as well as interest-specific applications such as NYT Cooking, Crossword and others;
and
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•
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related businesses, such as The Times news services division, product review and recommendation websites The Wirecutter and The Sweethome, digital archive distribution, NYT Live (our live events business) and other products and services under The Times brand.
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•
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The Times news services division, which transmits articles, graphics and photographs from The Times and other publications to approximately 2,000 newspapers, magazines and websites in over 100 countries and territories worldwide. It also comprises a number of other businesses that primarily include our online retail store, product licensing, news digests, book development and rights and permissions;
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•
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The Company’s NYT Live business, which is a platform for our live journalism and convenes thought leaders from business, academia and government at conferences and events to discuss topics ranging from education to sustainability to the luxury business;
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•
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The Wirecutter and The Sweethome, product review and recommendation websites acquired in October 2016 that serve as a guide to technology gear, home products and other consumer goods. These websites generate affiliate referral revenue (revenue generated by offering direct links to merchants in exchange for a portion of the sale price), which we record as other revenues; and
|
•
|
Digital archive distribution, which licenses electronic archive databases to resellers of that information in the business, professional and library markets.
|
•
|
49% interest in Donahue Malbaie Inc., a Canadian newsprint company (“Malbaie”);
|
•
|
40% interest in Madison Paper Industries, a partnership that previously operated a paper mill (“Madison”); and
|
•
|
30% interest in Women in the World, LLC, a live-event conference business.
|
(In metric tons)
|
|
2016
|
|
|
2015
|
|
Newsprint
|
|
97,800
|
|
|
104,200
|
|
Coated and Supercalendered Paper
|
|
19,500
|
|
|
20,400
|
|
Employee Category
|
Expiration Date
|
NewsGuild of New York
|
March 30, 2016
|
Typographers
|
March 30, 2016
|
Machinists
|
March 30, 2018
|
Mailers
|
March 30, 2019
|
Drivers
|
March 30, 2020
|
Paperhandlers
|
March 30, 2021
|
Pressmen
|
March 30, 2021
|
Stereotypers
|
March 30, 2021
|
ITEM 1A. RISK FACTORS
|
•
|
our ability to continue to deliver high-quality journalism and content that is interesting and relevant to our audience;
|
•
|
the popularity, usefulness, ease of use, performance and reliability of our digital products compared with those of our competitors;
|
•
|
the engagement of our current readers with our print and digital products, and our ability to reach new readers;
|
•
|
our ability to develop, maintain and monetize products;
|
•
|
the pricing of our products;
|
•
|
our marketing and selling efforts, including our ability to provide marketers with a compelling return on their investments;
|
•
|
our ability to attract, retain, and motivate talented employees, including journalists and product and technology specialists;
|
•
|
our ability to manage and grow our operations in a cost-effective manner; and
|
•
|
our reputation and brand strength relative to those of our competitors.
|
•
|
we may be unable to develop products for mobile devices or other digital platforms that consumers find engaging, that work with a variety of operating systems and networks and that achieve a high level of market acceptance;
|
•
|
there may be changes in user sentiment about the quality or usefulness of our existing products or concerns related to privacy, security or other factors;
|
•
|
news aggregation websites and customized news feeds may reduce our traffic levels by creating a disincentive for users to visit our websites or use our digital products;
|
•
|
consumers’ increased reliance on mobile devices for the consumption of news and other content may contribute to a decline in engagement with our products;
|
•
|
failure to successfully manage changes in search engine optimization and social media traffic to increase our digital presence and visibility may reduce our traffic levels;
|
•
|
we may be unable to maintain or update our technology infrastructure in a way that meets market and consumer demands; and
|
•
|
the distribution of our content on delivery platforms of third parties may lead to limitations on monetization of our products, the loss of control over distribution of our content and loss of a direct relationship with our audience.
|
•
|
difficulties in integrating acquired operations (including cultural challenges associated with integrating employees from the acquired company into our organization);
|
•
|
diversion of management attention from other business concerns or resources;
|
•
|
use of resources that are needed in other parts of our business;
|
•
|
possible dilution of our brand or harm to our reputation;
|
•
|
the potential loss of key employees;
|
•
|
risks associated with integrating financial reporting and internal control systems; and
|
•
|
other unanticipated problems and liabilities.
|
•
|
effectively managing and staffing foreign operations, including complying with local laws and regulations in each different jurisdiction;
|
•
|
ensuring the safety and security of our journalists and other employees working in foreign locations;
|
•
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navigating local customs and practices;
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•
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government policies and regulations that restrict the digital flow of information, which could block access to, or the functionality of, our products;
|
•
|
protecting and enforcing our intellectual property rights under varying legal regimes;
|
•
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complying with international laws and regulations, including those governing consumer privacy and the collection, use, retention, sharing and security of consumer data;
|
•
|
economic uncertainty, volatility in local markets and political or social instability;
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•
|
restrictions on foreign ownership, foreign investment or repatriation of funds;
|
•
|
higher-than-anticipated costs of entry; and
|
•
|
currency exchange rate fluctuations.
|
ITEM 1B. UNRESOLVED STAFF COMMENTS
|
ITEM 2. PROPERTIES
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ITEM 3. LEGAL PROCEEDINGS
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ITEM 4. MINE SAFETY DISCLOSURES
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Name
|
|
Age
|
|
Employed By
Registrant Since
|
|
Recent Position(s) Held as of February 21, 2017
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Arthur Sulzberger, Jr.
|
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65
|
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1978
|
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Chairman (since 1997) and Publisher of The Times (since 1992); Chief Executive Officer (2011 to 2012)
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Mark Thompson
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59
|
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2012
|
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President and Chief Executive Officer (since 2012); Director-General, British Broadcasting Corporation (“BBC”) (2004 to 2012); Chief Executive, Channel 4 Television Corporation (2002 to 2004); and various positions of increasing responsibility at the BBC (1979 to 2001)
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James M. Follo
|
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57
|
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2007
|
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Executive Vice President (since 2013) and Chief Financial Officer (since 2007); Senior Vice President (2007 to 2013); Chief Financial and Administrative Officer, Martha Stewart Living Omnimedia, Inc. (2001 to 2006)
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R. Anthony Benten
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53
|
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1989
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Senior Vice President, Treasurer (since December 2016) and Corporate Controller (since 2007); Senior Vice President, Finance (2008 to 2016); Vice President (2003 to 2008); Treasurer (2001 to 2007)
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Diane Brayton
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48
|
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2004
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Executive Vice President, General Counsel (since January 2017) and Corporate Secretary (since 2011); Deputy General Counsel (2016); Assistant Secretary (2009 to 2011) and Assistant General Counsel (2009 to 2016); Senior Counsel (2007 to 2009); Counsel (2004 to 2007)
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Meredith Kopit Levien
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45
|
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2013
|
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Executive Vice President and Chief Revenue Officer (since 2015); Executive Vice President, Advertising (2013 to 2015); Chief Revenue Officer, Forbes Media LLC (2011 to 2013); Senior Vice President and Group Publisher, Forbes Magazine Group (2010 to 2011); Vice President and Publisher, ForbesLife and ForbesWoman.com (2008 to 2010); and various positions of increasing responsibility at Atlantic Media Company (2001 to 2008)
|
PART II
|
ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
|
|
2016
|
|
2015
|
||||||||||||
Quarters
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High
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Low
|
|
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High
|
|
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Low
|
|
||||
First Quarter
|
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$
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13.74
|
|
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$
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12.25
|
|
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$
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14.45
|
|
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$
|
12.02
|
|
Second Quarter
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13.12
|
|
|
11.80
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|
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14.46
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12.81
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|
||||
Third Quarter
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13.17
|
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11.54
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13.75
|
|
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11.62
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|
||||
Fourth Quarter
|
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14.10
|
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10.80
|
|
|
14.25
|
|
|
11.56
|
|
Period
|
|
Total number of
shares of Class A
Common Stock
purchased
(a)
|
|
Average
price paid
per share of
Class A
Common Stock
(b)
|
|
Total number of
shares of Class A
Common Stock
purchased
as part of
publicly
announced plans
or programs
(c)
|
|
Maximum
number (or
approximate
dollar value)
of shares of
Class A
Common
Stock that may
yet be
purchased
under the plans
or programs
(d)
|
||||||
September 26, 2016 - October 30, 2016
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
16,236,612
|
|
October 31, 2016 - November 27, 2016
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
16,236,612
|
|
November 28, 2016 - December 25, 2016
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
16,236,612
|
|
Total for the fourth quarter of 2016
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
16,236,612
|
|
(1)
|
On January 13, 2015, the Board of Directors approved an authorization of $101.1 million to repurchase shares of the Company’s Class A Common Stock. As of
December 25, 2016
, repurchases under this authorization totaled
$84.9 million
(excluding commissions), and
$16.2 million
remained under this authorization. All purchases were made pursuant to our publicly announced share repurchase program. Our Board of Directors has authorized us to purchase shares from time to time, subject to market conditions and other factors. There is no expiration date with respect to this authorization.
|
ITEM 6. SELECTED FINANCIAL DATA
|
|
|
As of and for the Years Ended
|
||||||||||||||||||
(In thousands)
|
|
December 25,
2016 |
|
|
December 27,
2015 |
|
|
December 28,
2014 |
|
|
December 29,
2013 |
|
|
December 30,
2012 |
|
|||||
|
|
(52 Weeks)
|
|
|
(52 Weeks)
|
|
|
(52 Weeks)
|
|
|
(52 Weeks)
|
|
|
(53 Weeks)
|
|
|||||
Statement of Operations Data
|
|
|
|
|
|
|
||||||||||||||
Revenues
|
|
$
|
1,555,342
|
|
|
$
|
1,579,215
|
|
|
$
|
1,588,528
|
|
|
$
|
1,577,230
|
|
|
$
|
1,595,341
|
|
Operating costs
|
|
1,410,910
|
|
|
1,393,246
|
|
|
1,484,505
|
|
|
1,411,744
|
|
|
1,441,410
|
|
|||||
Restructuring charge
|
|
14,804
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Multiemployer pension plan withdrawal expense
|
|
6,730
|
|
|
9,055
|
|
|
—
|
|
|
6,171
|
|
|
—
|
|
|||||
Pension settlement expense
|
|
21,294
|
|
|
40,329
|
|
|
9,525
|
|
|
3,228
|
|
|
47,657
|
|
|||||
Early termination charge and other expenses
|
|
—
|
|
|
—
|
|
|
2,550
|
|
|
—
|
|
|
2,620
|
|
|||||
Operating profit
|
|
101,604
|
|
|
136,585
|
|
|
91,948
|
|
|
156,087
|
|
|
103,654
|
|
|||||
Gain on sale of investments, net of impairments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
214,775
|
|
|||||
(Loss)/gain from joint ventures
|
|
(36,273
|
)
|
|
(783
|
)
|
|
(8,368
|
)
|
|
(3,215
|
)
|
|
2,936
|
|
|||||
Interest expense, net
|
|
34,805
|
|
|
39,050
|
|
|
53,730
|
|
|
58,073
|
|
|
62,808
|
|
|||||
Income from continuing operations before income taxes
|
|
30,526
|
|
|
96,752
|
|
|
29,850
|
|
|
94,799
|
|
|
258,557
|
|
|||||
Income from continuing operations, net of income taxes
|
|
26,105
|
|
|
62,842
|
|
|
33,391
|
|
|
56,907
|
|
|
163,940
|
|
|||||
(Loss)/income from discontinued operations, net of income taxes
|
|
(2,273
|
)
|
|
—
|
|
|
(1,086
|
)
|
|
7,949
|
|
|
(27,927
|
)
|
|||||
Net income attributable to The New York Times Company common stockholders
|
|
29,068
|
|
|
63,246
|
|
|
33,307
|
|
|
65,105
|
|
|
135,847
|
|
|||||
Balance Sheet Data
|
|
|
|
|
|
|
|
|
||||||||||||
Cash, cash equivalents and marketable securities
|
|
$
|
737,526
|
|
|
$
|
904,551
|
|
|
$
|
981,170
|
|
|
$
|
1,023,780
|
|
|
$
|
959,754
|
|
Property, plant and equipment, net
|
|
596,743
|
|
|
632,439
|
|
|
665,758
|
|
|
713,356
|
|
|
773,469
|
|
|||||
Total assets
|
|
2,185,395
|
|
|
2,417,690
|
|
|
2,566,474
|
|
|
2,572,552
|
|
|
2,807,470
|
|
|||||
Total debt and capital lease obligations
|
|
246,978
|
|
|
431,228
|
|
|
650,120
|
|
|
684,163
|
|
|
696,875
|
|
|||||
Total New York Times Company stockholders’ equity
|
|
847,815
|
|
|
826,751
|
|
|
726,328
|
|
|
842,910
|
|
|
662,325
|
|
|
|
As of and for the Years Ended
|
||||||||||||||||||
(In thousands, except ratios, per share
and employee data)
|
|
December 25,
2016 |
|
|
December 27,
2015 |
|
|
December 28,
2014 |
|
|
December 29,
2013 |
|
|
December 30,
2012 |
|
|||||
|
(52 Weeks)
|
|
|
(52 Weeks)
|
|
|
(52 Weeks)
|
|
|
(52 Weeks)
|
|
|
(53 Weeks)
|
|
||||||
Per Share of Common Stock
|
|
|
|
|
|
|
|
|
|
|||||||||||
Basic earnings/(loss) per share attributable to The New York Times Company common stockholders:
|
||||||||||||||||||||
Income from continuing operations
|
|
$
|
0.19
|
|
|
$
|
0.38
|
|
|
$
|
0.23
|
|
|
$
|
0.38
|
|
|
$
|
1.11
|
|
(Loss)/income from discontinued operations, net of income taxes
|
|
(0.01
|
)
|
|
—
|
|
|
(0.01
|
)
|
|
0.05
|
|
|
(0.19
|
)
|
|||||
Net income
|
|
$
|
0.18
|
|
|
$
|
0.38
|
|
|
$
|
0.22
|
|
|
$
|
0.43
|
|
|
$
|
0.92
|
|
Diluted earnings/(loss) per share attributable to The New York Times Company common stockholders:
|
||||||||||||||||||||
Income from continuing operations
|
|
$
|
0.19
|
|
|
$
|
0.38
|
|
|
$
|
0.21
|
|
|
$
|
0.36
|
|
|
$
|
1.07
|
|
(Loss)/income from discontinued operations, net of income taxes
|
|
(0.01
|
)
|
|
—
|
|
|
(0.01
|
)
|
|
0.05
|
|
|
(0.18
|
)
|
|||||
Net income
|
|
$
|
0.18
|
|
|
$
|
0.38
|
|
|
$
|
0.20
|
|
|
$
|
0.41
|
|
|
$
|
0.89
|
|
Dividends declared per share
|
|
$
|
0.16
|
|
|
$
|
0.16
|
|
|
$
|
0.16
|
|
|
$
|
0.08
|
|
|
$
|
—
|
|
New York Times Company stockholders’ equity per share
|
|
$
|
5.21
|
|
|
$
|
4.97
|
|
|
$
|
4.50
|
|
|
$
|
5.34
|
|
|
$
|
4.34
|
|
Average basic shares outstanding
|
|
161,128
|
|
|
164,390
|
|
|
150,673
|
|
|
149,755
|
|
|
148,147
|
|
|||||
Average diluted shares outstanding
|
|
162,817
|
|
|
166,423
|
|
|
161,323
|
|
|
157,774
|
|
|
152,693
|
|
|||||
Key Ratios
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating profit to revenues
|
|
7
|
%
|
|
9
|
%
|
|
6
|
%
|
|
10
|
%
|
|
6
|
%
|
|||||
Return on average common stockholders’ equity
|
|
3
|
%
|
|
8
|
%
|
|
4
|
%
|
|
9
|
%
|
|
23
|
%
|
|||||
Return on average total assets
|
|
1
|
%
|
|
3
|
%
|
|
1
|
%
|
|
2
|
%
|
|
5
|
%
|
|||||
Total debt and capital lease obligations to total capitalization
|
|
23
|
%
|
|
34
|
%
|
|
47
|
%
|
|
45
|
%
|
|
51
|
%
|
|||||
Current assets to current liabilities
|
|
2.00
|
|
|
1.53
|
|
|
1.91
|
|
|
3.36
|
|
|
3.30
|
|
|||||
Ratio of earnings to fixed charges
|
|
2.37
|
|
|
2.90
|
|
|
1.67
|
|
|
2.58
|
|
|
4.94
|
|
|||||
Full-Time Equivalent Employees
|
|
3,710
|
|
|
3,560
|
|
|
3,588
|
|
|
3,529
|
|
|
5,363
|
|
•
|
a $37.5 million pre-tax loss ($22.8 million after tax and net of noncontrolling interest, or $.14 per share) from joint ventures related to the announced closure of the paper mill operated by Madison Paper Industries, in which the Company has an investment through a subsidiary.
|
•
|
a $21.3 million pre-tax pension settlement charge ($12.8 million after tax, or $.08 per share) in connection with lump-sum payments made under an immediate pension benefits offer to certain former employees.
|
•
|
an $18.8 million pre-tax charge ($11.3 million after tax, or $.07 per share) for severance costs.
|
•
|
$15.9 million of pre-tax expenses ($9.5 million after tax, or $.06 per share) for non-operating retirement costs.
|
•
|
a $14.8 million pre-tax charge ($8.8 million after tax, or $.05 per share) in connection with the streamlining of the Company’s international print operations (primarily consisting of severance costs).
|
•
|
a $6.7 million pre-tax charge ($4.0 million after tax or $.02 per share) for a partial withdrawal obligation under a multiemployer pension plan following an unfavorable arbitration decision.
|
•
|
a $3.8 million income tax benefit ($.02 per share) primarily due to a reduction in the Company’s reserve for uncertain tax positions.
|
•
|
a $40.3 million pre-tax pension settlement charge ($24.0 million after tax, or $.14 per share) in connection with lump-sum payments made under an immediate pension benefits offer to certain former employees.
|
•
|
$34.4 million of pre-tax expenses ($20.5 million after tax, or $.12 per share) for non-operating retirement costs.
|
•
|
a $9.1 million pre-tax charge ($5.4 million after tax, or $.03 per share) for partial withdrawal obligations under multiemployer pension plans.
|
•
|
a $7.0 million pre-tax charge ($4.2 million after tax, or $.03 per share) for severance costs.
|
•
|
$36.7 million of pre-tax expenses ($21.7 million after tax, or $.13 per share) for non-operating retirement costs.
|
•
|
a $36.1 million pre-tax charge ($21.4 million after tax, or $.13 per share) for severance costs.
|
•
|
a $21.1 million income tax benefit ($.13 per share) primarily due to reductions in the Company’s reserve for uncertain tax positions.
|
•
|
a $9.5 million pre-tax pension settlement charge ($5.7 million after tax, or $.04 per share) in connection with lump-sum payments made under an immediate pension benefits offer to certain former employees.
|
•
|
a $9.2 million pre-tax charge ($5.9 million after tax or $.04 per share) for an impairment related to the Company’s investment in a joint venture.
|
•
|
a $2.6 million pre-tax charge ($1.5 million after tax, or $.01 per share) for the early termination of a distribution agreement.
|
•
|
$20.8 million of pre-tax expenses ($12.3 million after tax, or $.08 per share) for non-operating retirement costs.
|
•
|
a $12.4 million pre-tax charge ($7.3 million after tax, or $.05 per share) for severance costs.
|
•
|
a $6.2 million pre-tax charge ($3.7 million after tax, or $.02 per share) for a partial withdrawal obligation under multiemployer pension plans.
|
•
|
a $3.2 million pre-tax pension settlement charge ($1.9 million after tax, or $.01 per share) in connection with lump-sum payments under an immediate pension benefit offer to certain former employees.
|
•
|
a $220.3 million pre-tax gain ($134.7 million after tax, or $.87 per share) on the sales of our remaining ownership interest in Indeed.com and our remaining units in Fenway Sports Group.
|
•
|
a $47.7 million pre-tax pension settlement charge ($27.7 million after tax, or $.18 per share) in connection with lump-sum payments made under an immediate pension benefit offer to certain former employees.
|
•
|
$44.5 million of pre-tax expenses ($25.9 million after tax, or $.17 per share) for non-operating retirement costs.
|
•
|
a $12.3 million pre-tax charge ($7.2 million after tax, or $.04 per share) for severance costs.
|
•
|
a $5.5 million pre-tax, non-cash charge ($3.2 million after tax, or $.02 per share) for the impairment of certain investments, primarily related to our investment in Ongo Inc.
|
•
|
a $2.6 million pre-tax charge ($1.5 million after tax, or $.01 per share) in connection with a legal settlement.
|
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
|
Years Ended
|
|
% Change
|
||||||||||||||
(In thousands)
|
|
December 25,
2016 |
|
|
December 27,
2015 |
|
|
December 28,
2014 |
|
|
2016 vs. 2015
|
|
|
2015 vs. 2014
|
|
|||
Revenues
|
|
|
|
|
|
|
|
|
|
|
||||||||
Circulation
|
|
$
|
880,543
|
|
|
$
|
851,790
|
|
|
$
|
840,213
|
|
|
3.4
|
|
|
1.4
|
|
Advertising
|
|
580,732
|
|
|
638,709
|
|
|
662,315
|
|
|
(9.1
|
)
|
|
(3.6
|
)
|
|||
Other
|
|
94,067
|
|
|
88,716
|
|
|
86,000
|
|
|
6.0
|
|
|
3.2
|
|
|||
Total revenues
|
|
1,555,342
|
|
|
1,579,215
|
|
|
1,588,528
|
|
|
(1.5
|
)
|
|
(0.6
|
)
|
|||
Operating costs
|
|
|
|
|
|
|
|
|
|
|
||||||||
Production costs:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Wages and benefits
|
|
363,051
|
|
|
354,516
|
|
|
357,573
|
|
|
2.4
|
|
|
(0.9
|
)
|
|||
Raw materials
|
|
72,325
|
|
|
77,176
|
|
|
88,958
|
|
|
(6.3
|
)
|
|
(13.2
|
)
|
|||
Other
|
|
192,728
|
|
|
186,120
|
|
|
197,464
|
|
|
3.6
|
|
|
(5.7
|
)
|
|||
Total production costs
|
|
628,104
|
|
|
617,812
|
|
|
643,995
|
|
|
1.7
|
|
|
(4.1
|
)
|
|||
Selling, general and administrative costs
|
|
721,083
|
|
|
713,837
|
|
|
761,055
|
|
|
1.0
|
|
|
(6.2
|
)
|
|||
Depreciation and amortization
|
|
61,723
|
|
|
61,597
|
|
|
79,455
|
|
|
0.2
|
|
|
(22.5
|
)
|
|||
Total operating costs
|
|
1,410,910
|
|
|
1,393,246
|
|
|
1,484,505
|
|
|
1.3
|
|
|
(6.1
|
)
|
|||
Restructuring charge
|
|
14,804
|
|
|
—
|
|
|
—
|
|
|
100.0
|
|
|
*
|
|
|||
Multiemployer pension plan withdrawal expense
|
|
6,730
|
|
|
9,055
|
|
|
—
|
|
|
(25.7
|
)
|
|
*
|
|
|||
Pension settlement charge
|
|
21,294
|
|
|
40,329
|
|
|
9,525
|
|
|
(47.2
|
)
|
|
*
|
|
|||
Early termination charge
|
|
—
|
|
|
—
|
|
|
2,550
|
|
|
*
|
|
|
(100.0
|
)
|
|||
Operating profit
|
|
101,604
|
|
|
136,585
|
|
|
91,948
|
|
|
(25.6
|
)
|
|
48.5
|
|
|||
Loss from joint ventures
|
|
(36,273
|
)
|
|
(783
|
)
|
|
(8,368
|
)
|
|
*
|
|
|
(90.6
|
)
|
|||
Interest expense, net
|
|
34,805
|
|
|
39,050
|
|
|
53,730
|
|
|
(10.9
|
)
|
|
(27.3
|
)
|
|||
Income from continuing operations before income taxes
|
|
30,526
|
|
|
96,752
|
|
|
29,850
|
|
|
(68.4
|
)
|
|
*
|
|
|||
Income tax expense/(benefit)
|
|
4,421
|
|
|
33,910
|
|
|
(3,541
|
)
|
|
(87.0
|
)
|
|
*
|
|
|||
Income from continuing operations
|
|
26,105
|
|
|
62,842
|
|
|
33,391
|
|
|
(58.5
|
)
|
|
88.2
|
|
|||
Loss from discontinued operations, net of income taxes
|
|
(2,273
|
)
|
|
—
|
|
|
(1,086
|
)
|
|
100.0
|
|
|
(100.0
|
)
|
|||
Net income
|
|
23,832
|
|
|
62,842
|
|
|
32,305
|
|
|
(62.1
|
)
|
|
94.5
|
|
|||
Net loss attributable to the noncontrolling interest
|
|
5,236
|
|
|
404
|
|
|
1,002
|
|
|
*
|
|
|
(59.7
|
)
|
|||
Net income attributable to The New York Times Company common stockholders
|
|
$
|
29,068
|
|
|
$
|
63,246
|
|
|
$
|
33,307
|
|
|
(54.0
|
)
|
|
89.9
|
|
|
|
Years Ended
|
|
% Change
|
||||||||||||||
(In thousands)
|
|
December 25,
2016 |
|
|
December 27,
2015 |
|
|
December 28,
2014 |
|
|
2016 vs. 2015
|
|
|
2015 vs. 2014
|
|
|||
Circulation
|
|
$
|
880,543
|
|
|
$
|
851,790
|
|
|
$
|
840,213
|
|
|
3.4
|
|
|
1.4
|
|
Advertising
|
|
580,732
|
|
|
638,709
|
|
|
662,315
|
|
|
(9.1
|
)
|
|
(3.6
|
)
|
|||
Other
|
|
94,067
|
|
|
88,716
|
|
|
86,000
|
|
|
6.0
|
|
|
3.2
|
|
|||
Total
|
|
$
|
1,555,342
|
|
|
$
|
1,579,215
|
|
|
$
|
1,588,528
|
|
|
(1.5
|
)
|
|
(0.6
|
)
|
|
|
Years Ended
|
|
% Change
|
||||||||||||
(In thousands)
|
|
December 25, 2016
|
|
|
December 27, 2015
|
|
|
December 28, 2014
|
|
|
2016 vs. 2015
|
|
2015 vs. 2014
|
|||
Digital-only subscription revenues:
|
|
|
|
|
|
|
|
|
|
|
||||||
Digital-only news product subscription revenues
|
|
$
|
223,459
|
|
|
$
|
192,657
|
|
|
$
|
169,297
|
|
|
16.0
|
|
13.8
|
Digital Crossword product subscription revenues
|
|
9,369
|
|
|
6,286
|
|
|
3,391
|
|
|
49.0
|
|
85.4
|
|||
Total
|
|
$
|
232,828
|
|
|
$
|
198,943
|
|
|
$
|
172,688
|
|
|
17.0
|
|
15.2
|
|
|
Years Ended
|
|
% Change
|
|||||||||
(In thousands)
|
|
December 25, 2016
|
|
|
December 27, 2015
|
|
|
December 28, 2014
|
|
|
2016 vs. 2015
|
|
2015 vs. 2014
|
Digital-only subscriptions:
|
|
|
|
|
|
|
|
|
|
|
|||
Digital-only news product subscriptions
|
|
1,608
|
|
|
1,094
|
|
|
910
|
|
|
47.0
|
|
20.2
|
Digital Crossword product subscriptions
|
|
245
|
|
|
176
|
|
|
141
|
|
|
39.2
|
|
24.8
|
Total
|
|
1,853
|
|
|
1,270
|
|
|
1,051
|
|
|
45.9
|
|
20.8
|
|
|
Years Ended
|
|
% Change
|
||||||||||||||
(In thousands)
|
|
December 25,
2016 |
|
|
December 27,
2015 |
|
|
December 28,
2014 |
|
|
2016 vs. 2015
|
|
|
2015 vs. 2014
|
|
|||
Display
|
|
$
|
517,197
|
|
|
$
|
579,153
|
|
|
$
|
606,838
|
|
|
(10.7
|
)
|
|
(4.6
|
)
|
Classified
|
|
29,902
|
|
|
34,544
|
|
|
36,689
|
|
|
(13.4
|
)
|
|
(5.8
|
)
|
|||
Other
|
|
33,633
|
|
|
25,012
|
|
|
18,788
|
|
|
34.5
|
|
|
33.1
|
|
|||
Total
|
|
$
|
580,732
|
|
|
$
|
638,709
|
|
|
$
|
662,315
|
|
|
(9.1
|
)
|
|
(3.6
|
)
|
|
|
Display
|
|
Classified
|
|
Other
|
|
Total
|
||||
2016
|
|
89
|
%
|
|
5
|
%
|
|
6
|
%
|
|
100
|
%
|
2015
|
|
91
|
%
|
|
5
|
%
|
|
4
|
%
|
|
100
|
%
|
2014
|
|
91
|
%
|
|
6
|
%
|
|
3
|
%
|
|
100
|
%
|
|
|
Years Ended
|
|
% Change
|
||||||||||||||
(In thousands)
|
|
December 25,
2016 |
|
|
December 27,
2015 |
|
|
December 28,
2014 |
|
|
2016 vs. 2015
|
|
|
2015 vs. 2014
|
|
|||
Production costs:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Wages and benefits
|
|
$
|
363,051
|
|
|
$
|
354,516
|
|
|
$
|
357,573
|
|
|
2.4
|
|
|
(0.9
|
)
|
Raw materials
|
|
72,325
|
|
|
77,176
|
|
|
88,958
|
|
|
(6.3
|
)
|
|
(13.2
|
)
|
|||
Other
|
|
192,728
|
|
|
186,120
|
|
|
197,464
|
|
|
3.6
|
|
|
(5.7
|
)
|
|||
Total production costs
|
|
628,104
|
|
|
617,812
|
|
|
643,995
|
|
|
1.7
|
|
|
(4.1
|
)
|
|||
Selling, general and administrative costs
|
|
721,083
|
|
|
713,837
|
|
|
761,055
|
|
|
1.0
|
|
|
(6.2
|
)
|
|||
Depreciation and amortization
|
|
61,723
|
|
|
61,597
|
|
|
79,455
|
|
|
0.2
|
|
|
(22.5
|
)
|
|||
Total operating costs
|
|
$
|
1,410,910
|
|
|
$
|
1,393,246
|
|
|
$
|
1,484,505
|
|
|
1.3
|
|
|
(6.1
|
)
|
|
|
Years Ended
|
|||||||
|
|
December 25,
2016 |
|
|
December 27,
2015 |
|
|
December 28,
2014 |
|
Components of operating costs as a percentage of total operating costs
|
|
|
|
|
|
|
|||
Wages and benefits
|
|
45
|
%
|
|
44
|
%
|
|
44
|
%
|
Raw materials
|
|
5
|
%
|
|
6
|
%
|
|
6
|
%
|
Other operating costs
|
|
46
|
%
|
|
46
|
%
|
|
45
|
%
|
Depreciation and amortization
|
|
4
|
%
|
|
4
|
%
|
|
5
|
%
|
Total
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
|
Years Ended
|
|||||||
|
|
December 25,
2016 |
|
|
December 27,
2015 |
|
|
December 28,
2014 |
|
Components of operating costs as a percentage of total revenues
|
|
|
|
|
|
|
|||
Wages and benefits
|
|
41
|
%
|
|
39
|
%
|
|
41
|
%
|
Raw materials
|
|
5
|
%
|
|
5
|
%
|
|
5
|
%
|
Other operating costs
|
|
41
|
%
|
|
40
|
%
|
|
42
|
%
|
Depreciation and amortization
|
|
4
|
%
|
|
4
|
%
|
|
5
|
%
|
Total
|
|
91
|
%
|
|
88
|
%
|
|
93
|
%
|
•
|
diluted earnings per share from continuing operations excluding severance, non-operating retirement costs and the impact of special items (or adjusted diluted earnings per share from continuing operations);
|
•
|
operating profit before depreciation, amortization, severance, non-operating retirement costs and special items (or adjusted operating profit); and
|
•
|
operating costs before depreciation, amortization, severance and non-operating retirement costs (or adjusted operating costs).
|
•
|
a $37.5 million pre-tax loss ($22.8 million after tax and net of noncontrolling interest, or $.14 per share) from joint ventures related to the announced closure of the paper mill operated by Madison Paper Industries, in which the Company has an investment through a subsidiary;
|
•
|
a $21.3 million pre-tax pension settlement charge ($12.8 million after tax, or $.08 per share) in connection with lump-sum payments made under an immediate pension benefits offer to certain former employees;
|
•
|
a $14.8 million pre-tax charge ($8.8 million after tax, or $.05 per share) in connection with the streamlining of the Company’s international print operations (primarily consisting of severance costs);
|
•
|
a $6.7 million pre-tax charge ($4.0 million after tax, or $.02 per share) for a partial withdrawal obligation under a multiemployer pension plan following an unfavorable arbitration decision; and
|
•
|
a $3.8 million income tax benefit ($.02 per share) primarily due to a reduction in the Company’s reserve for uncertain tax positions.
|
•
|
a $40.3 million pre-tax pension settlement charge ($24.0 million after tax, or $.14 per share) in connection with lump-sum payments made under an immediate pension benefits offer to certain former employees; and
|
•
|
a $9.1 million pre-tax charge ($5.4 million after tax, or $.03 per share) for partial withdrawal obligations under multiemployer pension plans.
|
•
|
a $21.1 million income tax benefit ($.13 per share) primarily due to reductions in the Company’s reserve for uncertain tax positions;
|
•
|
a $9.5 million pre-tax pension settlement charge ($5.7 million after tax, or $.04 per share) in connection with lump-sum payments made under an immediate pension benefits offer to certain former employees;
|
•
|
a $9.2 million pre-tax charge ($5.9 million after tax, or $.04 per share) for an impairment related to the Company’s investment in a joint venture; and
|
•
|
a $2.6 million pre-tax charge ($1.5 million after tax, or $.01 per share) for the early termination of a distribution agreement.
|
•
|
interest cost, expected return on plan assets and amortization of actuarial gain and loss components of pension expense;
|
•
|
interest cost and amortization of actuarial gain and loss components of retiree medical expense; and
|
•
|
all expenses associated with multiemployer pension plan withdrawal obligations not otherwise included as special items.
|
Reconciliation of diluted earnings per share from continuing operations excluding severance, non-operating retirement costs and special items (or adjusted diluted earnings per share from continuing operations)
|
||||||||||||||||||
|
|
Years Ended
|
% Change
|
|||||||||||||||
|
|
December 25,
2016 |
|
|
December 27,
2015 |
|
|
December 28,
2014 |
|
|
2016 vs. 2015
|
|
|
2015 vs. 2014
|
|
|||
Diluted earnings per share from continuing operations
|
|
$
|
0.19
|
|
|
$
|
0.38
|
|
|
$
|
0.21
|
|
|
-50.0
|
%
|
|
81.0
|
%
|
Add:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Severance
|
|
0.12
|
|
|
0.04
|
|
|
0.22
|
|
|
*
|
|
|
-81.8
|
%
|
|||
Non-operating retirement costs
|
|
0.10
|
|
|
0.21
|
|
|
0.23
|
|
|
-52.4
|
%
|
|
-8.7
|
%
|
|||
Special items:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Loss in joint ventures, net of tax and noncontrolling interest
|
|
0.18
|
|
|
—
|
|
|
—
|
|
|
*
|
|
|
*
|
|
|||
Pension settlement charges
|
|
0.13
|
|
|
0.24
|
|
|
0.06
|
|
|
-45.8
|
%
|
|
*
|
|
|||
Restructuring charge
|
|
0.09
|
|
|
—
|
|
|
—
|
|
|
*
|
|
|
*
|
|
|||
Multiemployer pension plan withdrawal expense
|
|
0.04
|
|
|
0.05
|
|
|
—
|
|
|
-20.0
|
%
|
|
*
|
|
|||
Reduction in reserve for uncertain tax positions
|
|
(0.02
|
)
|
|
—
|
|
|
(0.13
|
)
|
|
*
|
|
|
-100.0
|
%
|
|||
Early termination charge
|
|
—
|
|
|
—
|
|
|
0.02
|
|
|
*
|
|
|
-100.0
|
%
|
|||
Impairment charge
|
|
—
|
|
|
—
|
|
|
0.06
|
|
|
*
|
|
|
-100.0
|
%
|
|||
Income tax expense of special items
|
|
(0.26
|
)
|
|
(0.22
|
)
|
|
(0.24
|
)
|
|
18.2
|
%
|
|
-8.3
|
%
|
|||
Adjusted diluted earnings per share from continuing operations
(1)
|
|
$
|
0.57
|
|
|
$
|
0.71
|
|
|
$
|
0.43
|
|
|
-19.7
|
%
|
|
65.1
|
%
|
Reconciliation of operating profit before depreciation & amortization, severance, non-operating retirement costs and special items (or adjusted operating profit)
|
||||||||||||||||||
|
|
Years Ended
|
|
% Change
|
||||||||||||||
(In thousands)
|
|
December 25,
2016 |
|
|
December 27,
2015 |
|
|
December 28,
2014 |
|
|
2016 vs. 2015
|
|
|
2015 vs. 2014
|
|
|||
Operating profit
|
|
$
|
101,604
|
|
|
$
|
136,585
|
|
|
$
|
91,948
|
|
|
(25.6
|
)%
|
|
48.5
|
%
|
Add:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Depreciation & amortization
|
|
61,723
|
|
|
61,597
|
|
|
79,455
|
|
|
0.2
|
%
|
|
(22.5
|
%)
|
|||
Severance
|
|
18,829
|
|
|
7,035
|
|
|
36,082
|
|
|
*
|
|
|
(80.5
|
%)
|
|||
Non-operating retirement costs
|
|
15,880
|
|
|
34,383
|
|
|
36,697
|
|
|
(53.8
|
)%
|
|
(6.3
|
)%
|
|||
Special items:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Restructuring charge
|
|
14,804
|
|
|
—
|
|
|
—
|
|
|
*
|
|
|
*
|
|
|||
Multiemployer pension plan withdrawal expense
|
|
6,730
|
|
|
9,055
|
|
|
—
|
|
|
(25.7
|
)%
|
|
*
|
|
|||
Pension settlement charges
|
|
21,294
|
|
|
40,329
|
|
|
9,525
|
|
|
(47.2
|
)%
|
|
*
|
|
|||
Early termination charge
|
|
—
|
|
|
—
|
|
|
2,550
|
|
|
*
|
|
|
(100.0
|
)%
|
|||
Adjusted operating profit
|
|
$
|
240,864
|
|
|
$
|
288,984
|
|
|
$
|
256,257
|
|
|
(16.7
|
)%
|
|
12.8
|
%
|
Components of non-operating retirement costs
(1)
|
||||||||||||||||||
|
|
Years Ended
|
% Change
|
|||||||||||||||
(In thousands)
|
|
December 25,
2016 |
|
|
December 27,
2015 |
|
|
December 28,
2014 |
|
|
2016 vs. 2015
|
|
|
2015 vs. 2014
|
|
|||
Pension:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest cost
|
|
$
|
74,465
|
|
|
$
|
84,596
|
|
|
$
|
94,897
|
|
|
(12.0
|
)%
|
|
(10.9
|
)%
|
Expected return on plan assets
|
|
(111,159
|
)
|
|
(115,261
|
)
|
|
(113,839
|
)
|
|
(3.6
|
%)
|
|
1.2
|
%
|
|||
Amortization and other costs
|
|
32,489
|
|
|
41,523
|
|
|
31,338
|
|
|
(21.8
|
)%
|
|
32.5
|
%
|
|||
Non-operating pension costs
|
|
(4,205
|
)
|
|
10,858
|
|
|
12,396
|
|
|
*
|
|
|
(12.4
|
%)
|
|||
Other postretirement benefits:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Interest cost
|
|
1,980
|
|
|
2,794
|
|
|
3,722
|
|
|
(29.1
|
%)
|
|
(24.9
|
%)
|
|||
Amortization and other costs
|
|
4,104
|
|
|
5,197
|
|
|
7,299
|
|
|
(21.0
|
)%
|
|
(28.8
|
)%
|
|||
Non-operating other postretirement benefits costs
|
|
6,084
|
|
|
7,991
|
|
|
11,021
|
|
|
(23.9
|
%)
|
|
(27.5
|
%)
|
|||
Expenses associated with multiemployer pension plan withdrawal obligations
|
|
14,001
|
|
|
15,534
|
|
|
13,280
|
|
|
(9.9
|
)%
|
|
17.0
|
%
|
|||
Total non-operating retirement costs
|
|
$
|
15,880
|
|
|
$
|
34,383
|
|
|
$
|
36,697
|
|
|
(53.8
|
)%
|
|
(6.3
|
)%
|
|
|
|
|
|
|
% Change
|
|
||||
(In thousands, except ratios)
|
|
December 25,
2016 |
|
|
December 27,
2015 |
|
|
2016 vs. 2015
|
|
||
Cash and cash equivalents
|
|
$
|
100,692
|
|
|
$
|
105,776
|
|
|
(4.8
|
)
|
Marketable securities
|
|
636,834
|
|
|
798,775
|
|
|
(20.3
|
)
|
||
Current portion of long-term debt and capital lease obligations
|
|
—
|
|
|
188,377
|
|
|
(100.0
|
)
|
||
Long-term debt and capital lease obligations
|
|
246,978
|
|
|
242,851
|
|
|
1.7
|
|
||
Total New York Times Company stockholders’ equity
|
|
847,815
|
|
|
826,751
|
|
|
2.5
|
|
||
Ratios:
|
|
|
|
|
|
|
|||||
Total debt and capital lease obligations to total capitalization
|
|
23
|
%
|
|
34
|
%
|
|
|
|||
Current assets to current liabilities
|
|
2.00
|
|
|
1.53
|
|
|
|
|
|
Years Ended
|
|
% Change
|
||||||||||||||
(In thousands)
|
|
December 25,
2016 |
|
|
December 27,
2015 |
|
|
December 28,
2014 |
|
|
2016 vs. 2015
|
|
|
2015 vs. 2014
|
|
|||
Operating activities
|
|
$
|
94,247
|
|
|
$
|
175,326
|
|
|
$
|
80,491
|
|
|
(46.2
|
)
|
|
*
|
|
Investing activities
|
|
$
|
128,272
|
|
|
$
|
(30,703
|
)
|
|
$
|
(324,717
|
)
|
|
(517.8
|
)
|
|
(90.5
|
)
|
Financing activities
|
|
$
|
(227,395
|
)
|
|
$
|
(214,211
|
)
|
|
$
|
(61,386
|
)
|
|
6.2
|
|
|
*
|
|
|
|
Payment due in
|
||||||||||||||||||
(In thousands)
|
|
Total
|
|
|
2017
|
|
|
2018-2019
|
|
|
2020-2021
|
|
|
Later Years
|
|
|||||
Debt
(1)
|
|
$
|
330,353
|
|
|
$
|
27,180
|
|
|
$
|
303,173
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Capital leases
(2)
|
|
8,349
|
|
|
552
|
|
|
7,797
|
|
|
—
|
|
|
—
|
|
|||||
Operating leases
(2)
|
|
30,925
|
|
|
11,362
|
|
|
9,456
|
|
|
5,994
|
|
|
4,113
|
|
|||||
Benefit plans
(3)
|
|
748,859
|
|
|
54,233
|
|
|
116,588
|
|
|
155,274
|
|
|
422,764
|
|
|||||
Total
|
|
$
|
1,118,486
|
|
|
$
|
93,327
|
|
|
$
|
437,014
|
|
|
$
|
161,268
|
|
|
$
|
426,877
|
|
(1)
|
Includes estimated interest payments on long-term debt. See Note 6 of the Notes to the Consolidated Financial Statements for additional information related to our debt.
|
(2)
|
See Note 18 of the Notes to the Consolidated Financial Statements for additional information related to our capital and operating leases.
|
(3)
|
The Company's general funding policy with respect to qualified pension plans is to contribute amounts at least sufficient to satisfy the minimum amount required by applicable law and regulations. Contributions for our qualified pension plans and future benefit payments for our unfunded pension and other postretirement benefit payments have been estimated over a 10-year period; therefore, the amounts included in the “Later Years” column only include payments for the period of 2022-2026. For our funded qualified pension plans, estimating funding depends on several variables, including the performance of the plans' investments, assumptions for discount rates, expected long-term rates of return on assets, rates of compensation increases and other factors. Thus, our actual contributions could vary substantially from these estimates. While benefit payments under these plans are expected to continue beyond 2026, we have included in this table only those benefit payments estimated over the next 10 years. Benefit plans in the table above also include estimated payments for multiemployer pension plan withdrawal liabilities. See Notes 9 and 10 of the Notes to the Consolidated Financial Statements for additional information related to our pension and other postretirement benefits plans.
|
(In thousands)
|
|
December 25,
2016 |
|
|
December 27,
2015 |
|
||
Goodwill
|
|
$
|
134,517
|
|
|
$
|
109,085
|
|
Intangibles
|
|
$
|
10,634
|
|
|
$
|
—
|
|
Total assets
|
|
$
|
2,185,395
|
|
|
$
|
2,417,690
|
|
Percentage of goodwill and intangibles to total assets
|
|
7
|
%
|
|
5
|
%
|
|
|
December 25, 2016
|
||||||||||
(In thousands)
|
|
Qualified
Plans
|
|
Non-Qualified
Plans
|
|
All Plans
|
||||||
Pension obligation
|
|
$
|
1,798,652
|
|
|
$
|
240,399
|
|
|
$
|
2,039,051
|
|
Fair value of plan assets
|
|
1,576,760
|
|
|
—
|
|
|
1,576,760
|
|
|||
Pension underfunded/unfunded obligation, net
|
|
$
|
(221,892
|
)
|
|
$
|
(240,399
|
)
|
|
$
|
(462,291
|
)
|
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
•
|
We do not have interest rate risk related to our debt because, as of
December 25, 2016
, our portfolio does not include variable-rate debt. However, we will have fair value risk related to our fixed-rate debt if we repurchase or exchange long-term debt prior to maturity.
|
•
|
Newsprint is a commodity subject to supply and demand market conditions. Our equity investment in Malbaie provides a substantial hedge against price volatility. The cost of raw materials, of which newsprint expense is a major component, represented approximately 5% and 6% of our total operating costs in
2016
and
2015
, respectively. Based on the number of newsprint tons consumed in
2016
and
2015
, a $10 per ton increase in newsprint prices would have resulted in additional newsprint expense of $1.0 million (pre-tax) in
2016
and
2015
, but would also result in improved performance in this joint venture investment.
|
•
|
The discount rate used to measure the benefit obligations for our qualified pension plans is determined by using the Ryan Curve, which provides rates for the bonds included in the curve and allows adjustments for certain outliers (i.e., bonds on “watch”). Broad equity and bond indices are used in the determination of the expected long-term rate of return on pension plan assets. Therefore, interest rate fluctuations and volatility of the debt and equity markets can have a significant impact on asset values, the funded status of our pension plans and future anticipated contributions. See “Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations — Pensions and Other Postretirement Benefits.”
|
•
|
A significant portion of our employees are unionized and our results could be adversely affected if future labor negotiations or contracts were to further restrict our ability to maximize the efficiency of our operations. In addition, if we are unable to negotiate labor contracts on reasonable terms, or if we were to experience labor unrest or other business interruptions in connection with labor negotiations or otherwise, our ability to produce and deliver our products could be impaired.
|
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
|
|
INDEX
|
PAGE
|
Management’s Responsibility for the Financial Statements
|
|
Consolidated Balance Sheets as of December 2
5, 2016 and December 27, 2015
|
|
Consolidated Statements of Operations for the years ended December 2
5, 2016, December 27, 2015 and December 28, 2014
|
|
Consolidated Statements of Comprehensive Income/(Loss) for the years ended December 2
5, 2016, December 27, 2015 and December 28, 2014
|
|
Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 2
5, 2016, December 27, 2015 and December 28, 2014
|
|
Consolidated Statements of Cash Flows for the years ended December 2
5, 2016, December 27, 2015 and December 28, 2014
|
|
4
. Goodwill
and Intangibles
|
|
7
. Other
|
|
•
|
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
|
•
|
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and
|
•
|
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.
|
(In thousands, except share and per share data)
|
|
December 25, 2016
|
|
|
December 27, 2015
|
|
||
Assets
|
|
|
|
|
||||
Current assets
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
100,692
|
|
|
$
|
105,776
|
|
Short-term marketable securities
|
|
449,535
|
|
|
507,639
|
|
||
Accounts receivable (net of allowances of $16,815 in 2016 and $13,485 in 2015)
|
|
197,355
|
|
|
207,180
|
|
||
Prepaid expenses
|
|
15,948
|
|
|
19,430
|
|
||
Other current assets
|
|
32,648
|
|
|
22,507
|
|
||
Total current assets
|
|
796,178
|
|
|
862,532
|
|
||
Long-term marketable securities
|
|
187,299
|
|
|
291,136
|
|
||
Investments in joint ventures
|
|
15,614
|
|
|
22,815
|
|
||
Property, plant and equipment:
|
|
|
|
|
||||
Equipment
|
|
523,104
|
|
|
522,197
|
|
||
Buildings, building equipment and improvements
|
|
641,383
|
|
|
642,118
|
|
||
Software
|
|
212,118
|
|
|
203,879
|
|
||
Land
|
|
105,710
|
|
|
105,710
|
|
||
Assets in progress
|
|
18,164
|
|
|
15,509
|
|
||
Total, at cost
|
|
1,500,479
|
|
|
1,489,413
|
|
||
Less: accumulated depreciation and amortization
|
|
(903,736
|
)
|
|
(856,974
|
)
|
||
Property, plant and equipment, net
|
|
596,743
|
|
|
632,439
|
|
||
Goodwill
|
|
134,517
|
|
|
109,085
|
|
||
Deferred income taxes
|
|
301,342
|
|
|
309,142
|
|
||
Miscellaneous assets
|
|
153,702
|
|
|
190,541
|
|
||
Total assets
|
|
$
|
2,185,395
|
|
|
$
|
2,417,690
|
|
(In thousands, except share and per share data)
|
|
December 25, 2016
|
|
|
December 27, 2015
|
|
||
Liabilities and stockholders’ equity
|
|
|
|
|
||||
Current liabilities
|
|
|
|
|
||||
Accounts payable
|
|
$
|
104,463
|
|
|
$
|
96,082
|
|
Accrued payroll and other related liabilities
|
|
96,463
|
|
|
98,256
|
|
||
Unexpired subscriptions
|
|
66,686
|
|
|
60,184
|
|
||
Current portion of long-term debt and capital lease obligations
|
|
—
|
|
|
188,377
|
|
||
Accrued expenses and other
|
|
131,125
|
|
|
120,686
|
|
||
Total current liabilities
|
|
398,737
|
|
|
563,585
|
|
||
Other liabilities
|
|
|
|
|
||||
Long-term debt and capital lease obligations
|
|
246,978
|
|
|
242,851
|
|
||
Pension benefits obligation
|
|
558,790
|
|
|
627,697
|
|
||
Postretirement benefits obligation
|
|
57,999
|
|
|
62,879
|
|
||
Other
|
|
78,647
|
|
|
92,223
|
|
||
Total other liabilities
|
|
942,414
|
|
|
1,025,650
|
|
||
Stockholders’ equity
|
|
|
|
|
||||
Common stock of $.10 par value:
|
|
|
|
|
||||
Class A – authorized: 300,000,000 shares; issued: 2016 – 169,206,879; 2015 – 168,263,533 (including treasury shares: 2016 – 8,870,801; 2015 – 7,691,129)
|
|
16,921
|
|
|
16,826
|
|
||
Class B – convertible – authorized and issued shares: 2016 – 816,632; 2015 – 816,635 (including treasury shares: 2016 – none; 2015 – none)
|
|
82
|
|
|
82
|
|
||
Additional paid-in capital
|
|
149,928
|
|
|
146,348
|
|
||
Retained earnings
|
|
1,331,911
|
|
|
1,328,744
|
|
||
Common stock held in treasury, at cost
|
|
(171,211
|
)
|
|
(156,155
|
)
|
||
Accumulated other comprehensive loss, net of income taxes:
|
|
|
|
|
||||
Foreign currency translation adjustments
|
|
(1,822
|
)
|
|
17
|
|
||
Funded status of benefit plans
|
|
(477,994
|
)
|
|
(509,111
|
)
|
||
Total accumulated other comprehensive loss, net of income taxes
|
|
(479,816
|
)
|
|
(509,094
|
)
|
||
Total New York Times Company stockholders’ equity
|
|
847,815
|
|
|
826,751
|
|
||
Noncontrolling interest
|
|
(3,571
|
)
|
|
1,704
|
|
||
Total stockholders’ equity
|
|
844,244
|
|
|
828,455
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
2,185,395
|
|
|
$
|
2,417,690
|
|
|
|
Years Ended
|
||||||||||
(In thousands)
|
|
December 25, 2016
|
|
|
December 27, 2015
|
|
|
December 28, 2014
|
|
|||
Revenues
|
|
|
|
|
|
|
||||||
Circulation
|
|
$
|
880,543
|
|
|
$
|
851,790
|
|
|
$
|
840,213
|
|
Advertising
|
|
580,732
|
|
|
638,709
|
|
|
662,315
|
|
|||
Other
|
|
94,067
|
|
|
88,716
|
|
|
86,000
|
|
|||
Total revenues
|
|
1,555,342
|
|
|
1,579,215
|
|
|
1,588,528
|
|
|||
Operating costs
|
|
|
|
|
|
|
||||||
Production costs:
|
|
|
|
|
|
|
||||||
Wages and benefits
|
|
363,051
|
|
|
354,516
|
|
|
357,573
|
|
|||
Raw materials
|
|
72,325
|
|
|
77,176
|
|
|
88,958
|
|
|||
Other
|
|
192,728
|
|
|
186,120
|
|
|
197,464
|
|
|||
Total production costs
|
|
628,104
|
|
|
617,812
|
|
|
643,995
|
|
|||
Selling, general and administrative costs
|
|
721,083
|
|
|
713,837
|
|
|
761,055
|
|
|||
Depreciation and amortization
|
|
61,723
|
|
|
61,597
|
|
|
79,455
|
|
|||
Total operating costs
|
|
1,410,910
|
|
|
1,393,246
|
|
|
1,484,505
|
|
|||
Restructuring charge
|
|
14,804
|
|
|
—
|
|
|
—
|
|
|||
Multiemployer pension plan withdrawal expense
|
|
6,730
|
|
|
9,055
|
|
|
—
|
|
|||
Pension settlement charge
|
|
21,294
|
|
|
40,329
|
|
|
9,525
|
|
|||
Early termination charge
|
|
—
|
|
|
—
|
|
|
2,550
|
|
|||
Operating profit
|
|
101,604
|
|
|
136,585
|
|
|
91,948
|
|
|||
Loss from joint ventures
|
|
(36,273
|
)
|
|
(783
|
)
|
|
(8,368
|
)
|
|||
Interest expense, net
|
|
34,805
|
|
|
39,050
|
|
|
53,730
|
|
|||
Income from continuing operations before income taxes
|
|
30,526
|
|
|
96,752
|
|
|
29,850
|
|
|||
Income tax expense/(benefit)
|
|
4,421
|
|
|
33,910
|
|
|
(3,541
|
)
|
|||
Income from continuing operations
|
|
26,105
|
|
|
62,842
|
|
|
33,391
|
|
|||
Loss from discontinued operations, net of income taxes
|
|
(2,273
|
)
|
|
—
|
|
|
(1,086
|
)
|
|||
Net income
|
|
23,832
|
|
|
62,842
|
|
|
32,305
|
|
|||
Net loss attributable to the noncontrolling interest
|
|
5,236
|
|
|
404
|
|
|
1,002
|
|
|||
Net income attributable to The New York Times Company common stockholders
|
|
$
|
29,068
|
|
|
$
|
63,246
|
|
|
$
|
33,307
|
|
Amounts attributable to The New York Times Company common stockholders:
|
|
|
|
|
|
|
||||||
Income from continuing operations
|
|
$
|
31,341
|
|
|
$
|
63,246
|
|
|
$
|
34,393
|
|
Loss from discontinued operations, net of income taxes
|
|
(2,273
|
)
|
|
—
|
|
|
(1,086
|
)
|
|||
Net income
|
|
$
|
29,068
|
|
|
$
|
63,246
|
|
|
$
|
33,307
|
|
|
|
Years Ended
|
||||||||||
(In thousands, except per share data)
|
|
December 25, 2016
|
|
|
December 27, 2015
|
|
|
December 28, 2014
|
|
|||
Average number of common shares outstanding:
|
|
|
|
|
|
|
||||||
Basic
|
|
161,128
|
|
|
164,390
|
|
|
150,673
|
|
|||
Diluted
|
|
162,817
|
|
|
166,423
|
|
|
161,323
|
|
|||
Basic earnings per share attributable to The New York Times Company common stockholders:
|
|
|
|
|
|
|
||||||
Income from continuing operations
|
|
$
|
0.19
|
|
|
$
|
0.38
|
|
|
$
|
0.23
|
|
Loss from discontinued operations, net of income taxes
|
|
(0.01
|
)
|
|
—
|
|
|
(0.01
|
)
|
|||
Net income
|
|
$
|
0.18
|
|
|
$
|
0.38
|
|
|
$
|
0.22
|
|
Diluted earnings per share attributable to The New York Times Company common stockholders:
|
|
|
|
|
|
|
||||||
Income from continuing operations
|
|
$
|
0.19
|
|
|
$
|
0.38
|
|
|
$
|
0.21
|
|
Loss from discontinued operations, net of income taxes
|
|
(0.01
|
)
|
|
—
|
|
|
(0.01
|
)
|
|||
Net income
|
|
$
|
0.18
|
|
|
$
|
0.38
|
|
|
$
|
0.20
|
|
Dividends declared per share
|
|
$
|
0.16
|
|
|
$
|
0.16
|
|
|
$
|
0.16
|
|
|
|
Years Ended
|
||||||||||
(In thousands)
|
|
December 25, 2016
|
|
|
December 27, 2015
|
|
|
December 28, 2014
|
|
|||
Net income
|
|
$
|
23,832
|
|
|
$
|
62,842
|
|
|
$
|
32,305
|
|
Other comprehensive income/(loss), before tax:
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustments-(loss)
|
|
(3,070
|
)
|
|
(8,803
|
)
|
|
(11,006
|
)
|
|||
Pension and postretirement benefits obligation
|
|
51,405
|
|
|
50,579
|
|
|
(206,889
|
)
|
|||
Other comprehensive income/(loss), before tax
|
|
48,335
|
|
|
41,776
|
|
|
(217,895
|
)
|
|||
Income tax (expense)/benefit
|
|
(19,096
|
)
|
|
(16,988
|
)
|
|
86,110
|
|
|||
Other comprehensive income/(loss), net of tax
|
|
29,239
|
|
|
24,788
|
|
|
(131,785
|
)
|
|||
Comprehensive income/(loss)
|
|
53,071
|
|
|
87,630
|
|
|
(99,480
|
)
|
|||
Comprehensive income attributable to the noncontrolling interest
|
|
5,275
|
|
|
317
|
|
|
1,603
|
|
|||
Comprehensive income/(loss) attributable to The New York Times Company common stockholders
|
|
$
|
58,346
|
|
|
$
|
87,947
|
|
|
$
|
(97,877
|
)
|
(In thousands,
except share and
per share data)
|
Capital
Stock
Class A
and
Class B Common
|
Additional
Paid-in
Capital
|
Retained
Earnings
|
Common
Stock
Held in
Treasury,
at Cost
|
Accumulated
Other
Comprehensive
Loss, Net of
Income
Taxes
|
Total
New York
Times
Company
Stockholders’
Equity
|
Non-
controlling
Interest
|
Total
Stock-
holders’
Equity
|
|||||||||||||||||
Balance, December 29, 2013
|
$
|
15,211
|
|
$
|
33,045
|
|
$
|
1,283,518
|
|
$
|
(86,253
|
)
|
$
|
(402,611
|
)
|
$
|
842,910
|
|
$
|
3,624
|
|
$
|
846,534
|
|
|
Net income/(loss)
|
—
|
|
—
|
|
33,307
|
|
—
|
|
—
|
|
33,307
|
|
(1,002
|
)
|
32,305
|
|
|||||||||
Dividends
|
—
|
|
—
|
|
(24,918
|
)
|
—
|
|
—
|
|
(24,918
|
)
|
—
|
|
(24,918
|
)
|
|||||||||
Other comprehensive income
|
—
|
|
—
|
|
—
|
|
—
|
|
(131,184
|
)
|
(131,184
|
)
|
(601
|
)
|
(131,785
|
)
|
|||||||||
Issuance of shares:
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Stock options – 169,286 Class A shares
|
17
|
|
1,102
|
|
—
|
|
—
|
|
—
|
|
1,119
|
|
—
|
|
1,119
|
|
|||||||||
Stock conversions – 1,426 Class B shares to Class A shares
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||||
Restricted stock units vested – 241,607 Class A shares
|
24
|
|
(2,355
|
)
|
—
|
|
—
|
|
—
|
|
(2,331
|
)
|
—
|
|
(2,331
|
)
|
|||||||||
Stock-based compensation
|
—
|
|
9,480
|
|
—
|
|
—
|
|
—
|
|
9,480
|
|
—
|
|
9,480
|
|
|||||||||
Income tax benefit related to share-based payments
|
—
|
|
(2,055
|
)
|
—
|
|
—
|
|
—
|
|
(2,055
|
)
|
—
|
|
(2,055
|
)
|
|||||||||
Balance, December 28, 2014
|
15,252
|
|
39,217
|
|
1,291,907
|
|
(86,253
|
)
|
(533,795
|
)
|
726,328
|
|
2,021
|
|
728,349
|
|
|||||||||
Net income/(loss)
|
—
|
|
—
|
|
63,246
|
|
—
|
|
—
|
|
63,246
|
|
(404
|
)
|
62,842
|
|
|||||||||
Dividends
|
—
|
|
—
|
|
(26,409
|
)
|
—
|
|
—
|
|
(26,409
|
)
|
—
|
|
(26,409
|
)
|
|||||||||
Other comprehensive loss
|
—
|
|
—
|
|
—
|
|
—
|
|
24,701
|
|
24,701
|
|
87
|
|
24,788
|
|
|||||||||
Issuance of shares:
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Stock options – 341,362 Class A shares
|
34
|
|
1,909
|
|
—
|
|
—
|
|
—
|
|
1,943
|
|
—
|
|
1,943
|
|
|||||||||
Restricted stock units vested – 233,901 Class A shares
|
23
|
|
(2,207
|
)
|
—
|
|
—
|
|
—
|
|
(2,184
|
)
|
—
|
|
(2,184
|
)
|
|||||||||
Performance-based awards – 87,134 Class A shares
|
9
|
|
(1,574
|
)
|
—
|
|
—
|
|
—
|
|
(1,565
|
)
|
—
|
|
(1,565
|
)
|
|||||||||
Warrants - 15,900,000 Class A Shares
|
1,590
|
|
99,474
|
|
—
|
|
19
|
|
—
|
|
101,083
|
|
—
|
|
101,083
|
|
|||||||||
Share repurchases - 5,511,233 Class A shares
|
—
|
|
—
|
|
—
|
|
(69,921
|
)
|
—
|
|
(69,921
|
)
|
—
|
|
(69,921
|
)
|
|||||||||
Stock-based compensation
|
—
|
|
10,431
|
|
—
|
|
—
|
|
—
|
|
10,431
|
|
—
|
|
10,431
|
|
|||||||||
Income tax shortfall related to share-based payments
|
—
|
|
(902
|
)
|
—
|
|
—
|
|
—
|
|
(902
|
)
|
—
|
|
(902
|
)
|
|||||||||
Balance, December 27, 2015
|
16,908
|
|
146,348
|
|
1,328,744
|
|
(156,155
|
)
|
(509,094
|
)
|
826,751
|
|
1,704
|
|
828,455
|
|
|||||||||
Net income/(loss)
|
—
|
|
—
|
|
29,068
|
|
—
|
|
—
|
|
29,068
|
|
(5,236
|
)
|
23,832
|
|
|||||||||
Dividends
|
—
|
|
—
|
|
(25,901
|
)
|
—
|
|
—
|
|
(25,901
|
)
|
—
|
|
(25,901
|
)
|
|||||||||
Other comprehensive income
|
—
|
|
—
|
|
—
|
|
—
|
|
29,278
|
|
29,278
|
|
(39
|
)
|
29,239
|
|
|||||||||
Issuance of shares:
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Stock options – 114,652 Class A shares
|
12
|
|
750
|
|
—
|
|
—
|
|
—
|
|
762
|
|
—
|
|
762
|
|
|||||||||
Restricted stock units vested – 304,171 Class A shares
|
30
|
|
(2,769
|
)
|
—
|
|
—
|
|
—
|
|
(2,739
|
)
|
—
|
|
(2,739
|
)
|
|||||||||
Performance-based awards – 524,520 Class A shares
|
53
|
|
(6,941
|
)
|
—
|
|
—
|
|
—
|
|
(6,888
|
)
|
—
|
|
(6,888
|
)
|
|||||||||
Share Repurchases – 1,179,672 Class A shares
|
—
|
|
—
|
|
—
|
|
(15,056
|
)
|
—
|
|
(15,056
|
)
|
—
|
|
(15,056
|
)
|
|||||||||
Stock-based compensation
|
—
|
|
12,622
|
|
—
|
|
—
|
|
—
|
|
12,622
|
|
—
|
|
12,622
|
|
|||||||||
Income tax shortfall related to share-based payments
|
—
|
|
(82
|
)
|
—
|
|
—
|
|
—
|
|
(82
|
)
|
—
|
|
(82
|
)
|
|||||||||
Balance, December 25, 2016
|
$
|
17,003
|
|
$
|
149,928
|
|
$
|
1,331,911
|
|
$
|
(171,211
|
)
|
$
|
(479,816
|
)
|
$
|
847,815
|
|
$
|
(3,571
|
)
|
$
|
844,244
|
|
|
|
Years Ended
|
||||||||||
(In thousands)
|
|
December 25, 2016
|
|
|
December 27, 2015
|
|
|
December 28, 2014
|
|
|||
Cash flows from operating activities
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
23,832
|
|
|
$
|
62,842
|
|
|
$
|
32,305
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Restructuring charge
|
|
14,804
|
|
|
—
|
|
|
—
|
|
|||
Pension settlement charges
|
|
21,294
|
|
|
40,329
|
|
|
9,525
|
|
|||
Multiemployer pension plan charges
|
|
11,701
|
|
|
9,055
|
|
|
—
|
|
|||
Gain on insurance settlement
|
|
—
|
|
|
—
|
|
|
(1,859
|
)
|
|||
Early termination charge
|
|
—
|
|
|
—
|
|
|
2,550
|
|
|||
Depreciation and amortization
|
|
61,723
|
|
|
61,597
|
|
|
79,455
|
|
|||
Stock-based compensation expense
|
|
12,430
|
|
|
10,588
|
|
|
8,880
|
|
|||
Undistributed loss of joint ventures
|
|
36,273
|
|
|
783
|
|
|
10,980
|
|
|||
Deferred income taxes
|
|
(13,128
|
)
|
|
(10,102
|
)
|
|
(10,621
|
)
|
|||
Long-term retirement benefit obligations
|
|
(55,228
|
)
|
|
(15,404
|
)
|
|
(37,334
|
)
|
|||
Uncertain tax positions
|
|
5,089
|
|
|
1,627
|
|
|
17,310
|
|
|||
Other – net
|
|
(10,193
|
)
|
|
7,745
|
|
|
12,141
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
||||||
Accounts receivable – net
|
|
9,825
|
|
|
5,510
|
|
|
(10,166
|
)
|
|||
Other current assets
|
|
1,599
|
|
|
22,141
|
|
|
507
|
|
|||
Accounts payable, accrued payroll and other liabilities
|
|
(32,276
|
)
|
|
(22,833
|
)
|
|
(33,911
|
)
|
|||
Unexpired subscriptions
|
|
6,502
|
|
|
1,448
|
|
|
729
|
|
|||
Net cash provided by operating activities
|
|
94,247
|
|
|
175,326
|
|
|
80,491
|
|
|||
Cash flows from investing activities
|
|
|
|
|
|
|
||||||
Purchases of marketable securities
|
|
(566,846
|
)
|
|
(818,865
|
)
|
|
(777,945
|
)
|
|||
Maturities of marketable securities
|
|
725,365
|
|
|
818,262
|
|
|
506,711
|
|
|||
Cash distribution from corporate-owned life insurance
|
|
38,000
|
|
|
—
|
|
|
—
|
|
|||
Business acquisitions
|
|
(40,410
|
)
|
|
—
|
|
|
—
|
|
|||
(Purchases)/proceeds from investments
|
|
(1,955
|
)
|
|
(5,068
|
)
|
|
7,331
|
|
|||
Capital expenditures
|
|
(30,095
|
)
|
|
(26,965
|
)
|
|
(35,350
|
)
|
|||
Change in restricted cash
|
|
3,804
|
|
|
1,521
|
|
|
(1,401
|
)
|
|||
Other-net
|
|
409
|
|
|
412
|
|
|
1,942
|
|
|||
Repayment of borrowings against cash surrender value of corporate-owned life insurance
|
|
—
|
|
|
—
|
|
|
(26,005
|
)
|
|||
Net cash provided by/(used in) investing activities
|
|
128,272
|
|
|
(30,703
|
)
|
|
(324,717
|
)
|
|||
Cash flows from financing activities
|
|
|
|
|
|
|
||||||
Long-term obligations:
|
|
|
|
|
|
|
||||||
Repayment of debt and capital lease obligations
|
|
(189,768
|
)
|
|
(223,648
|
)
|
|
(38,857
|
)
|
|||
Dividends paid
|
|
(25,897
|
)
|
|
(26,599
|
)
|
|
(24,858
|
)
|
|||
Capital shares:
|
|
|
|
|
|
|
||||||
Stock issuances
|
|
761
|
|
|
103,026
|
|
|
1,120
|
|
|||
Repurchases
|
|
(15,684
|
)
|
|
(69,293
|
)
|
|
—
|
|
|||
Windfall tax benefit related to share-based payments
|
|
3,193
|
|
|
2,303
|
|
|
1,209
|
|
|||
Net cash used in financing activities
|
|
(227,395
|
)
|
|
(214,211
|
)
|
|
(61,386
|
)
|
|||
Net decrease in cash and cash equivalents
|
|
(4,876
|
)
|
|
(69,588
|
)
|
|
(305,612
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
|
(208
|
)
|
|
(1,243
|
)
|
|
(526
|
)
|
|||
Cash and cash equivalents at the beginning of the year
|
|
105,776
|
|
|
176,607
|
|
|
482,745
|
|
|||
Cash and cash equivalents at the end of the year
|
|
$
|
100,692
|
|
|
$
|
105,776
|
|
|
$
|
176,607
|
|
|
|
Years Ended
|
||||||||||
(In thousands)
|
|
December 25, 2016
|
|
|
December 27, 2015
|
|
|
December 28, 2014
|
|
|||
Cash payments
|
|
|
|
|
|
|
||||||
Interest, net of capitalized interest
|
|
$
|
39,487
|
|
|
$
|
41,449
|
|
|
$
|
54,252
|
|
Income tax payments – net
|
|
$
|
44,896
|
|
|
$
|
21,078
|
|
|
$
|
21,325
|
|
(In thousands)
|
|
December 25, 2016
|
|
|
December 27, 2015
|
|
||
Short-term marketable securities
|
|
|
|
|
||||
U.S Treasury securities
|
|
$
|
150,623
|
|
|
$
|
184,278
|
|
Corporate debt securities
|
|
150,599
|
|
|
185,561
|
|
||
U.S. governmental agency securities
|
|
64,135
|
|
|
65,222
|
|
||
Municipal securities
|
|
—
|
|
|
1,363
|
|
||
Certificates of deposit
|
|
—
|
|
|
60,244
|
|
||
Commercial paper
|
|
84,178
|
|
|
10,971
|
|
||
Total short-term marketable securities
|
|
$
|
449,535
|
|
|
$
|
507,639
|
|
Long-term marketable securities
|
|
|
|
|
||||
U.S. governmental agency securities
|
|
$
|
110,732
|
|
|
$
|
150,583
|
|
Corporate debt securities
|
|
61,775
|
|
|
119,784
|
|
||
U.S Treasury securities
|
|
14,792
|
|
|
20,769
|
|
||
Total long-term marketable securities
|
|
$
|
187,299
|
|
|
$
|
291,136
|
|
(In thousands)
|
|
Total Company
|
||
Balance as of December 28, 2014
|
|
$
|
116,422
|
|
Foreign currency translation
|
|
(7,337
|
)
|
|
Balance as of December 27, 2015
|
|
109,085
|
|
|
Business acquisitions
|
|
28,529
|
|
|
Foreign currency translation
|
|
(3,097
|
)
|
|
Balance as of December 25, 2016
|
|
$
|
134,517
|
|
Company
|
|
Approximate %
Ownership
|
|
Donohue Malbaie Inc.
|
|
49
|
%
|
Madison Paper Industries
|
|
40
|
%
|
Women in the World Media, LLC
|
|
30
|
%
|
(In thousands)
|
|
December 31, 2016
|
|
|
December 31, 2015
|
|
||
Current assets
|
|
$
|
3,766
|
|
|
$
|
48,998
|
|
Noncurrent assets
|
|
8,944
|
|
|
54,473
|
|
||
Total assets
|
|
12,710
|
|
|
103,471
|
|
||
Current liabilities
|
|
1,373
|
|
|
13,101
|
|
||
Noncurrent liabilities
|
|
29,386
|
|
|
24,058
|
|
||
Total liabilities
|
|
30,759
|
|
|
37,159
|
|
||
Total equity
|
|
$
|
(18,049
|
)
|
|
$
|
66,312
|
|
|
|
For the Twelve Months Ended
|
||||||||||
(In thousands)
|
|
December 31, 2016
|
|
|
December 31, 2015
|
|
|
December 31, 2014
|
|
|||
Revenues
|
|
$
|
40,523
|
|
|
$
|
133,319
|
|
|
$
|
155,807
|
|
Costs and expenses:
|
|
|
|
|
|
|
||||||
Cost of sales
|
|
(63,439
|
)
|
|
(126,292
|
)
|
|
(147,179
|
)
|
|||
General and administrative
|
|
(62,759
|
)
|
|
(13,550
|
)
|
|
(17,505
|
)
|
|||
|
|
(126,198
|
)
|
|
(139,842
|
)
|
|
(164,684
|
)
|
|||
Operating loss
|
|
(85,675
|
)
|
|
(6,523
|
)
|
|
(8,877
|
)
|
|||
Other income
|
|
2
|
|
|
689
|
|
|
(9,977
|
)
|
|||
Net loss
|
|
$
|
(85,673
|
)
|
|
$
|
(5,834
|
)
|
|
$
|
(18,854
|
)
|
(In thousands, except percentages)
|
|
December 25, 2016
|
|
|
December 27,
2015 |
|
||
Total debt and capital lease obligations:
|
|
|
|
|
||||
Senior notes due in 2016
|
|
|
|
|
||||
Principal amount
|
|
—
|
|
|
189,170
|
|
||
Less unamortized discount based on imputed interest rate of 6.625%
|
|
—
|
|
|
793
|
|
||
Total senior notes due in 2016
|
|
—
|
|
|
188,377
|
|
||
Option to repurchase ownership interest in headquarters building in 2019
|
|
|
|
|
||||
Principal amount
|
|
250,000
|
|
|
250,000
|
|
||
Less unamortized discount based on imputed interest rate of 13.0%
|
|
9,801
|
|
|
13,905
|
|
||
Total option to repurchase ownership interest in headquarters building in 2019
|
|
240,199
|
|
|
236,095
|
|
||
Capital lease obligations
|
|
6,779
|
|
|
6,756
|
|
||
Total debt and capital lease obligations
|
|
246,978
|
|
|
431,228
|
|
||
Less current portion
|
|
—
|
|
|
188,377
|
|
||
Total long-term debt and capital lease obligations
|
|
$
|
246,978
|
|
|
$
|
242,851
|
|
(In thousands)
|
|
Amount
|
||
2017
|
|
$
|
—
|
|
2018
|
|
—
|
|
|
2019
|
|
250,000
|
|
|
2020
|
|
—
|
|
|
2021
|
|
—
|
|
|
Thereafter
|
|
—
|
|
|
Total face amount of maturities
|
|
250,000
|
|
|
Less: Unamortized debt costs and discount
|
|
(9,801
|
)
|
|
Carrying value of debt (excludes capital leases)
|
|
$
|
240,199
|
|
(In thousands)
|
|
December 25,
2016 |
|
|
December 27,
2015 |
|
|
December 28,
2014 |
|
|||
Interest expense
|
|
$
|
39,487
|
|
|
$
|
41,973
|
|
|
$
|
51,877
|
|
Premium on debt repurchases
|
|
—
|
|
|
—
|
|
|
2,538
|
|
|||
Amortization of debt costs and discount on debt
|
|
4,897
|
|
|
4,756
|
|
|
4,651
|
|
|||
Capitalized interest
|
|
(559
|
)
|
|
(338
|
)
|
|
(152
|
)
|
|||
Interest income
|
|
(9,020
|
)
|
|
(7,341
|
)
|
|
(5,184
|
)
|
|||
Total interest expense, net
|
|
$
|
34,805
|
|
|
$
|
39,050
|
|
|
$
|
53,730
|
|
(In thousands)
|
|
December 25, 2016
|
|
December 27, 2015
|
||||||||||||||||||||||||||||
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|||||||||||||||||
Deferred compensation
|
|
$
|
31,006
|
|
|
$
|
31,006
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
35,578
|
|
|
$
|
35,578
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(In thousands)
|
|
Net Carrying
Value as of
|
|
Fair Value Measured and Recorded Using
|
|
Impairment Losses for the Year Ended
|
|||||||||||||||
|
December 28, 2014
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
December 28, 2014
|
||||||||||||
Investments in joint ventures
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9,216
|
|
(1)
|
(1)
|
Impairment losses related to Madison are included within “Loss from joint ventures” for the year ended December 28, 2014. See Note 5 for additional information.
|
|
|
December 25, 2016
|
|
December 27, 2015
|
|
December 28, 2014
|
||||||||||||||||||||||||
(In thousands)
|
|
Qualified
Plans
|
Non-
Qualified
Plans
|
All
Plans
|
|
Qualified
Plans
|
Non-
Qualified
Plans
|
All
Plans
|
|
Qualified
Plans
|
Non-
Qualified
Plans
|
All
Plans
|
||||||||||||||||||
Service cost
|
|
$
|
8,991
|
|
$
|
143
|
|
$
|
9,134
|
|
|
$
|
11,932
|
|
$
|
157
|
|
$
|
12,089
|
|
|
$
|
9,543
|
|
$
|
184
|
|
$
|
9,727
|
|
Interest cost
|
|
66,293
|
|
8,172
|
|
74,465
|
|
|
74,536
|
|
10,060
|
|
84,596
|
|
|
84,447
|
|
10,450
|
|
94,897
|
|
|||||||||
Expected return on plan assets
|
|
(111,159
|
)
|
—
|
|
(111,159
|
)
|
|
(115,261
|
)
|
—
|
|
(115,261
|
)
|
|
(113,839
|
)
|
—
|
|
(113,839
|
)
|
|||||||||
Amortization and other costs
|
|
28,274
|
|
4,184
|
|
32,458
|
|
|
36,442
|
|
5,081
|
|
41,523
|
|
|
26,620
|
|
4,718
|
|
31,338
|
|
|||||||||
Amortization of prior service (credit)/cost
|
|
(1,945
|
)
|
—
|
|
(1,945
|
)
|
|
(1,945
|
)
|
—
|
|
(1,945
|
)
|
|
(1,945
|
)
|
—
|
|
(1,945
|
)
|
|||||||||
Effect of settlement/curtailment
|
|
21,294
|
|
(1,599
|
)
|
19,695
|
|
|
40,329
|
|
—
|
|
40,329
|
|
|
—
|
|
9,525
|
|
9,525
|
|
|||||||||
Net periodic pension cost
|
|
$
|
11,748
|
|
$
|
10,900
|
|
$
|
22,648
|
|
|
$
|
46,033
|
|
$
|
15,298
|
|
$
|
61,331
|
|
|
$
|
4,826
|
|
$
|
24,877
|
|
$
|
29,703
|
|
(In thousands)
|
|
December 25,
2016 |
|
|
December 27,
2015 |
|
|
December 28,
2014 |
|
|||
Net actuarial (gain)/loss
|
|
$
|
(4,289
|
)
|
|
$
|
31,044
|
|
|
$
|
254,525
|
|
Amortization of loss
|
|
(32,458
|
)
|
|
(41,523
|
)
|
|
(30,665
|
)
|
|||
Amortization of prior service cost
|
|
1,945
|
|
|
1,945
|
|
|
1,945
|
|
|||
Effect of curtailment
|
|
—
|
|
|
(1,264
|
)
|
|
—
|
|
|||
Effect of settlement
|
|
(21,294
|
)
|
|
(40,329
|
)
|
|
(9,525
|
)
|
|||
Total recognized in other comprehensive (income)/loss
|
|
(56,096
|
)
|
|
(50,127
|
)
|
|
216,280
|
|
|||
Net periodic pension cost
|
|
22,648
|
|
|
61,331
|
|
|
29,703
|
|
|||
Total recognized in net periodic benefit cost and other comprehensive (income)/loss
|
|
$
|
(33,448
|
)
|
|
$
|
11,204
|
|
|
$
|
245,983
|
|
|
|
December 25, 2016
|
|
December 27, 2015
|
||||||||||||||||||||
(In thousands)
|
|
Qualified
Plans
|
|
Non-
Qualified
Plans
|
|
All Plans
|
|
Qualified
Plans
|
|
Non-
Qualified
Plans
|
|
All Plans
|
||||||||||||
Change in benefit obligation
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Benefit obligation at beginning of year
|
|
$
|
1,851,910
|
|
|
$
|
247,087
|
|
|
$
|
2,098,997
|
|
|
$
|
2,101,573
|
|
|
$
|
267,824
|
|
|
$
|
2,369,397
|
|
Service cost
|
|
8,991
|
|
|
143
|
|
|
9,134
|
|
|
11,932
|
|
|
157
|
|
|
12,089
|
|
||||||
Interest cost
|
|
66,293
|
|
|
8,172
|
|
|
74,465
|
|
|
74,536
|
|
|
10,060
|
|
|
84,596
|
|
||||||
Plan participants’ contributions
|
|
9
|
|
|
—
|
|
|
9
|
|
|
20
|
|
|
—
|
|
|
20
|
|
||||||
Actuarial loss/(gain)
|
|
23,994
|
|
|
2,695
|
|
|
26,689
|
|
|
(129,187
|
)
|
|
(14,372
|
)
|
|
(143,559
|
)
|
||||||
Curtailments
|
|
—
|
|
|
(1,599
|
)
|
|
(1,599
|
)
|
|
(1,264
|
)
|
|
—
|
|
|
(1,264
|
)
|
||||||
Lump-sum settlement paid
|
|
(48,413
|
)
|
|
—
|
|
|
(48,413
|
)
|
|
(98,348
|
)
|
|
—
|
|
|
(98,348
|
)
|
||||||
Benefits paid
|
|
(104,132
|
)
|
|
(15,992
|
)
|
|
(120,124
|
)
|
|
(107,352
|
)
|
|
(16,231
|
)
|
|
(123,583
|
)
|
||||||
Effects of change in currency conversion
|
|
—
|
|
|
(107
|
)
|
|
(107
|
)
|
|
—
|
|
|
(351
|
)
|
|
(351
|
)
|
||||||
Benefit obligation at end of year
|
|
1,798,652
|
|
|
240,399
|
|
|
2,039,051
|
|
|
1,851,910
|
|
|
247,087
|
|
|
2,098,997
|
|
||||||
Change in plan assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fair value of plan assets at beginning of year
|
|
1,579,356
|
|
|
—
|
|
|
1,579,356
|
|
|
1,837,250
|
|
|
—
|
|
|
1,837,250
|
|
||||||
Actual return on plan assets
|
|
142,137
|
|
|
—
|
|
|
142,137
|
|
|
(59,342
|
)
|
|
—
|
|
|
(59,342
|
)
|
||||||
Employer contributions
|
|
7,803
|
|
|
15,992
|
|
|
23,795
|
|
|
7,128
|
|
|
16,231
|
|
|
23,359
|
|
||||||
Plan participants’ contributions
|
|
9
|
|
|
—
|
|
|
9
|
|
|
20
|
|
|
—
|
|
|
20
|
|
||||||
Lump-sum settlement paid
|
|
(48,413
|
)
|
|
—
|
|
|
(48,413
|
)
|
|
(98,348
|
)
|
|
—
|
|
|
(98,348
|
)
|
||||||
Benefits paid
|
|
(104,132
|
)
|
|
(15,992
|
)
|
|
(120,124
|
)
|
|
(107,352
|
)
|
|
(16,231
|
)
|
|
(123,583
|
)
|
||||||
Fair value of plan assets at end of year
|
|
1,576,760
|
|
|
—
|
|
|
1,576,760
|
|
|
1,579,356
|
|
|
—
|
|
|
1,579,356
|
|
||||||
Net amount recognized
|
|
$
|
(221,892
|
)
|
|
$
|
(240,399
|
)
|
|
$
|
(462,291
|
)
|
|
$
|
(272,554
|
)
|
|
$
|
(247,087
|
)
|
|
$
|
(519,641
|
)
|
Amount recognized in the Consolidated Balance Sheets
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Current liabilities
|
|
$
|
—
|
|
|
$
|
(16,818
|
)
|
|
$
|
(16,818
|
)
|
|
$
|
—
|
|
|
$
|
(16,043
|
)
|
|
$
|
(16,043
|
)
|
Noncurrent liabilities
|
|
(221,892
|
)
|
|
(223,581
|
)
|
|
(445,473
|
)
|
|
(272,554
|
)
|
|
(231,044
|
)
|
|
(503,598
|
)
|
||||||
Net amount recognized
|
|
$
|
(221,892
|
)
|
|
$
|
(240,399
|
)
|
|
$
|
(462,291
|
)
|
|
$
|
(272,554
|
)
|
|
$
|
(247,087
|
)
|
|
$
|
(519,641
|
)
|
Amount recognized in accumulated other comprehensive loss
|
|
|
|
|
|
|
|
|
||||||||||||||||
Actuarial loss
|
|
$
|
765,096
|
|
|
$
|
98,855
|
|
|
$
|
863,951
|
|
|
$
|
821,648
|
|
|
$
|
100,344
|
|
|
$
|
921,992
|
|
Prior service credit
|
|
(22,676
|
)
|
|
—
|
|
|
(22,676
|
)
|
|
(24,621
|
)
|
|
—
|
|
|
(24,621
|
)
|
||||||
Total
|
|
$
|
742,420
|
|
|
$
|
98,855
|
|
|
$
|
841,275
|
|
|
$
|
797,027
|
|
|
$
|
100,344
|
|
|
$
|
897,371
|
|
(In thousands)
|
|
December 25,
2016 |
|
|
December 27,
2015 |
|
||
Projected benefit obligation
|
|
$
|
2,039,051
|
|
|
$
|
2,098,997
|
|
Accumulated benefit obligation
|
|
$
|
2,034,636
|
|
|
$
|
2,092,600
|
|
Fair value of plan assets
|
|
$
|
1,576,760
|
|
|
$
|
1,579,356
|
|
|
|
December 25,
2016 |
|
|
December 27,
2015 |
|
Discount rate
|
|
4.31
|
%
|
|
4.60
|
%
|
Rate of increase in compensation levels
|
|
2.95
|
%
|
|
2.96
|
%
|
|
|
December 25,
2016 |
|
|
December 27,
2015 |
|
|
December 28,
2014 |
|
Discount rate for determining projected benefit obligation
|
|
4.60
|
%
|
|
4.05
|
%
|
|
4.90
|
%
|
Discount rate in effect for determining service cost
|
|
5.78
|
%
|
|
4.05
|
%
|
|
4.90
|
%
|
Discount rate in effect for determining interest cost
|
|
3.68
|
%
|
|
4.05
|
%
|
|
4.90
|
%
|
Rate of increase in compensation levels
|
|
2.91
|
%
|
|
2.89
|
%
|
|
2.87
|
%
|
Expected long-term rate of return on assets
|
|
7.01
|
%
|
|
7.01
|
%
|
|
7.02
|
%
|
|
|
December 25,
2016 |
|
|
December 27,
2015 |
|
Discount rate
|
|
4.17
|
%
|
|
4.40
|
%
|
Rate of increase in compensation levels
|
|
2.50
|
%
|
|
2.50
|
%
|
|
|
December 25,
2016 |
|
|
December 27,
2015 |
|
|
December 28,
2014 |
|
Discount rate for determining projected benefit obligation
|
|
4.40
|
%
|
|
3.90
|
%
|
|
4.60
|
%
|
Discount rate in effect for determining interest cost
|
|
3.44
|
%
|
|
3.90
|
%
|
|
4.60
|
%
|
Rate of increase in compensation levels
|
|
2.50
|
%
|
|
2.50
|
%
|
|
2.50
|
%
|
Asset Category
|
|
Percentage Range
|
|||
Public Equity
|
|
70%
|
-
|
90
|
%
|
Growth Fixed Income
|
|
0%
|
-
|
15
|
%
|
Alternatives
|
|
0%
|
-
|
15
|
%
|
Cash
|
|
0%
|
-
|
10
|
%
|
|
|
Fair Value Measurement at December 25, 2016
|
||||||||||||||||||
(In thousands)
|
|
Quoted Prices
Markets for
Identical Assets
|
|
Significant
Observable
Inputs
|
|
Significant
Unobservable
Inputs
|
|
Investment Measured at Net Asset Value
(4)
|
|
|
||||||||||
Asset Category
(1)
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
|
|
|
Total
|
||||||||||
Equity Securities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. Equities
|
|
$
|
61,327
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
61,327
|
|
International Equities
|
|
48,494
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
48,494
|
|
|||||
Mutual Funds
|
|
49,869
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
49,869
|
|
|||||
Registered Investment Companies
|
|
30,870
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30,870
|
|
|||||
Common/Collective Funds
(2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
701,577
|
|
|
701,577
|
|
|||||
Fixed Income Securities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Corporate Bonds
|
|
—
|
|
|
376,289
|
|
|
—
|
|
|
—
|
|
|
376,289
|
|
|||||
U.S. Treasury and Other Government Securities
|
|
—
|
|
|
128,179
|
|
|
—
|
|
|
—
|
|
|
128,179
|
|
|||||
Group Annuity Contract
|
|
—
|
|
|
—
|
|
|
—
|
|
|
54,872
|
|
|
54,872
|
|
|||||
Municipal and Provincial Bonds
|
|
—
|
|
|
33,115
|
|
|
—
|
|
|
—
|
|
|
33,115
|
|
|||||
Government Sponsored Enterprises
(3)
|
|
—
|
|
|
7,227
|
|
|
—
|
|
|
—
|
|
|
7,227
|
|
|||||
Other
|
|
—
|
|
|
4,486
|
|
|
—
|
|
|
—
|
|
|
4,486
|
|
|||||
Cash and Cash Equivalents
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22,829
|
|
|
22,829
|
|
|||||
Private Equity
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24,931
|
|
|
24,931
|
|
|||||
Hedge Fund
|
|
—
|
|
|
—
|
|
|
—
|
|
|
31,939
|
|
|
31,939
|
|
|||||
Assets at Fair Value
|
|
190,560
|
|
|
549,296
|
|
|
—
|
|
|
836,148
|
|
|
1,576,004
|
|
|||||
Other Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
756
|
|
|||||
Total
|
|
$
|
190,560
|
|
|
$
|
549,296
|
|
|
$
|
—
|
|
|
$
|
836,148
|
|
|
$
|
1,576,760
|
|
(1)
|
Includes the assets of The Guild-Times Adjustable Pension Plan and the Retirement Annuity Plan which are not part of the Master Trust.
|
(2)
|
The underlying assets of the common/collective funds are primarily comprised of equity and fixed income securities. The fair value in the above table represents our ownership share of the net asset value (“NAV”) of the underlying funds.
|
(3)
|
Represents investments that are not backed by the full faith and credit of the United States government.
|
(4)
|
Certain investments that are measured at fair value using the NAV per share (or its equivalent) have not been classified in the fair value hierarchy.
|
|
|
Fair Value Measurement at December 27, 2015
|
||||||||||||||||||
(In thousands)
|
|
Quoted Prices
Markets for
Identical Assets
|
|
Significant
Observable
Inputs
|
|
Significant
Unobservable
Inputs
|
|
Investment Measured at Net Asset Value
(4)
|
|
|
||||||||||
Asset Category
(1)
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
|
|
|
Total
|
||||||||||
Equity Securities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. Equities
|
|
$
|
47,136
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
47,136
|
|
International Equities
|
|
48,834
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
48,834
|
|
|||||
Mutual Funds
|
|
52,861
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
52,861
|
|
|||||
Registered Investment Companies
|
|
20,971
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,971
|
|
|||||
Common/Collective Funds
(2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
687,980
|
|
|
687,980
|
|
|||||
Fixed Income Securities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Corporate Bonds
|
|
—
|
|
|
417,554
|
|
|
—
|
|
|
—
|
|
|
417,554
|
|
|||||
U.S. Treasury and Other Government Securities
|
|
—
|
|
|
119,098
|
|
|
—
|
|
|
—
|
|
|
119,098
|
|
|||||
Group Annuity Contract
|
—
|
|
|
—
|
|
|
—
|
|
|
56,275
|
|
|
56,275
|
|
||||||
Municipal and Provincial Bonds
|
|
—
|
|
|
36,912
|
|
|
—
|
|
|
—
|
|
|
36,912
|
|
|||||
Government Sponsored Enterprises
(3)
|
|
—
|
|
|
6,250
|
|
|
—
|
|
|
—
|
|
|
6,250
|
|
|||||
Other
|
|
—
|
|
|
11,511
|
|
|
—
|
|
|
—
|
|
|
11,511
|
|
|||||
Cash and Cash Equivalents
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,255
|
|
|
12,255
|
|
|||||
Private Equity
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29,707
|
|
|
29,707
|
|
|||||
Hedge Fund
|
|
—
|
|
|
—
|
|
|
—
|
|
|
31,243
|
|
|
31,243
|
|
|||||
Assets at Fair Value
|
|
169,802
|
|
|
591,325
|
|
|
—
|
|
|
817,460
|
|
|
1,578,587
|
|
|||||
Other Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
769
|
|
|||||
Total
|
$
|
169,802
|
|
|
$
|
591,325
|
|
|
$
|
—
|
|
|
$
|
817,460
|
|
|
$
|
1,579,356
|
|
(1)
|
Includes the assets of The Guild-Times Adjustable Pension Plan and the Retirement Annuity Plan which are not part of the Master Trust.
|
(2)
|
The underlying assets of the common/collective funds are primarily comprised of equity and fixed income securities. The fair value in the above table represents our ownership share of the net asset value (“NAV”) of the underlying funds.
|
(3)
|
Represents investments that are not backed by the full faith and credit of the United States government.
|
(4)
|
Certain investments that are measured at fair value using the NAV per share (or its equivalent) have not been classified in the fair value hierarchy.
|
|
|
Plans
|
|
|
||||||||
(In thousands)
|
|
Qualified
|
|
Non-
Qualified
|
|
Total
|
||||||
2017
|
|
$
|
104,974
|
|
|
$
|
17,136
|
|
|
$
|
122,110
|
|
2018
|
|
105,560
|
|
|
17,121
|
|
|
122,681
|
|
|||
2019
|
|
106,665
|
|
|
16,998
|
|
|
123,663
|
|
|||
2020
|
|
107,636
|
|
|
16,738
|
|
|
124,374
|
|
|||
2021
|
|
108,888
|
|
|
16,599
|
|
|
125,487
|
|
|||
2022-2026
(1)
|
|
561,671
|
|
|
79,433
|
|
|
641,104
|
|
(1)
|
While benefit payments under these plans are expected to continue beyond 2026, we have presented in this table only those benefit payments estimated over the next 10 years.
|
•
|
Assets contributed to the multiemployer plan by one employer may be used to provide benefits to employees of other participating employers.
|
•
|
If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers.
|
•
|
If we elect to withdraw from these plans or if we trigger a partial withdrawal due to declines in contribution base units or a partial cessation of our obligation to contribute, we may be assessed a withdrawal liability based on a calculated share of the underfunded status of the plan.
|
•
|
If a multiemployer plan from which we have withdrawn subsequently experiences a mass withdrawal, we may be required to make additional contributions under applicable law.
|
|
EIN/Pension Plan Number
|
Pension Protection Act Zone Status
|
FIP/RP Status Pending/Implemented
|
(In thousands) Contributions of the Company
|
Surcharge Imposed
|
Collective Bargaining Agreement Expiration Date
|
|||||||||
Pension Fund
|
2016
|
2015
|
2016
|
2015
|
2014
|
||||||||||
CWA/ITU Negotiated Pension Plan
|
13-6212879-001
|
Critical and Declining as of 1/01/16
|
Critical as of 1/01/15
|
Implemented
|
$
|
486
|
|
$
|
543
|
|
$
|
611
|
|
No
|
(1)
|
Newspaper and Mail Deliverers’-Publishers’ Pension Fund
|
13-6122251-001
|
Green as of 6/01/16
|
Green as of 6/01/15
|
N/A
|
1,040
|
|
1,038
|
|
1,102
|
|
No
|
3/30/2020
(2)
|
|||
GCIU-Employer Retirement Benefit Plan
|
91-6024903-001
|
Critical and Declining as of 1/01/16
|
Critical and Declining as of 1/01/15
|
Implemented
|
43
|
|
57
|
|
58
|
|
Yes
|
3/30/2021
(3)
|
|||
Pressmen’s Publishers’ Pension Fund
|
13-6121627-001
|
Green as of 4/01/16
|
Green as of 4/01/15
|
N/A
|
1,001
|
|
1,033
|
|
1,097
|
|
No
|
3/30/2021
(4)
|
|||
Paper-Handlers’-Publishers’ Pension Fund
|
13-6104795-001
|
Critical and Declining as of 4/01/16
|
Critical and Declining as of 4/01/15
|
Pending
|
100
|
|
97
|
|
103
|
|
Yes
|
3/30/2021
(5)
|
|||
Contributions for individually significant plans
|
|
|
$
|
2,670
|
|
$
|
2,768
|
|
$
|
2,971
|
|
|
|
||
Total Contributions
|
|
|
$
|
2,670
|
|
$
|
2,768
|
|
$
|
2,971
|
|
|
|
(1)
|
There are
two
collective bargaining agreements requiring contributions to this plan, Mailers expire March 30, 2019 and Typographers expired March 30, 2016.
|
(2)
|
Elections under the Preservation of Access to Care for Medicare Beneficiaries and Pension Relief Act of 2010: Extended Amortization of Net Investment Losses (IRS Section 431(b)(8)(A)) and the Expanded Smoothing Period (IRS Section 431(b)(8)(B)).
|
(3)
|
We previously had
two
collective bargaining agreements requiring contributions to this plan. With the sale of the New England Media Group only one collective bargaining agreement remains for the Stereotypers, which expires March 30, 2021. The method for calculating actuarial value of assets was changed retroactive to January 1, 2009, as elected by the Board of Trustees and as permitted by IRS Notice 2010-83. This election includes smoothing 2008 investment losses over
ten
years.
|
(4)
|
The Plan sponsor elected two provisions of funding relief under the Preservation of Access to Care for Medicare Beneficiaries and Pension Relief Act of 2010 (PRA 2010) to more slowly absorb the 2008 plan year investment loss, retroactively effective as of April 1, 2009. These included extended amortization under the prospective method and
10
-year smoothing of the asset loss for the plan year beginning April 1, 2008.
|
(5)
|
Board of Trustees elected funding relief. This election includes smoothing the March 31, 2009 investment losses over
10
years.
|
Pension Fund
|
Year Contributions to Plan Exceeded More Than 5 Percent of Total Contributions (as of Plan’s Year-End)
|
CWA/ITU Negotiated Pension Plan
|
12/31/2015 & 12/31/2014
(1)
|
Newspaper and Mail Deliverers’-Publishers’ Pension Fund
|
5/31/2015 & 5/31/2014
(1)
|
Pressmen’s Publisher’s Pension Fund
|
3/31/2016 & 3/31/2015
|
Paper-Handlers’-Publishers’ Pension Fund
|
3/31/2016 & 3/31/2015
|
(In thousands)
|
|
December 25, 2016
|
|
|
December 27,
2015 |
|
|
December 28,
2014 |
|
|||
Service cost
|
|
$
|
417
|
|
|
$
|
588
|
|
|
$
|
580
|
|
Interest cost
|
|
1,979
|
|
|
2,794
|
|
|
3,722
|
|
|||
Amortization and other costs
|
|
4,105
|
|
|
5,197
|
|
|
7,299
|
|
|||
Amortization of prior service credit
|
|
(8,440
|
)
|
|
(9,495
|
)
|
|
(7,199
|
)
|
|||
Net periodic postretirement benefit (income)/expense
|
|
$
|
(1,939
|
)
|
|
$
|
(916
|
)
|
|
$
|
4,402
|
|
(In thousands)
|
|
December 25,
2016 |
|
|
December 27,
2015 |
|
|
December 28,
2014 |
|
|||
Net actuarial loss/(gain)
|
|
$
|
28
|
|
|
$
|
(5,543
|
)
|
|
$
|
8,882
|
|
Prior service cost/(credit)
|
|
—
|
|
|
1,145
|
|
|
(25,489
|
)
|
|||
Amortization of loss
|
|
(4,105
|
)
|
|
(5,197
|
)
|
|
(4,948
|
)
|
|||
Amortization of prior service credit
|
|
8,440
|
|
|
9,495
|
|
|
7,199
|
|
|||
Total recognized in other comprehensive loss/(income)
|
|
4,363
|
|
|
(100
|
)
|
|
(14,356
|
)
|
|||
Net periodic postretirement benefit (income)/expense
|
|
(1,939
|
)
|
|
(916
|
)
|
|
4,402
|
|
|||
Total recognized in net periodic postretirement benefit income and other comprehensive loss/(income)
|
|
$
|
2,424
|
|
|
$
|
(1,016
|
)
|
|
$
|
(9,954
|
)
|
(In thousands)
|
|
December 25,
2016 |
|
|
December 27,
2015 |
|
||
Change in benefit obligation
|
|
|
|
|
||||
Benefit obligation at beginning of year
|
|
$
|
71,047
|
|
|
$
|
81,054
|
|
Service cost
|
|
417
|
|
|
588
|
|
||
Interest cost
|
|
1,979
|
|
|
2,794
|
|
||
Plan participants’ contributions
|
|
4,409
|
|
|
4,230
|
|
||
Actuarial loss/(gain)
|
|
28
|
|
|
(5,543
|
)
|
||
Plan amendments
|
|
—
|
|
|
1,145
|
|
||
Benefits paid
|
|
(12,838
|
)
|
|
(13,221
|
)
|
||
Benefit obligation at the end of year
|
|
65,042
|
|
|
71,047
|
|
||
Change in plan assets
|
|
|
|
|
||||
Fair value of plan assets at beginning of year
|
|
—
|
|
|
—
|
|
||
Employer contributions
|
|
8,429
|
|
|
8,991
|
|
||
Plan participants’ contributions
|
|
4,409
|
|
|
4,230
|
|
||
Benefits paid
|
|
(12,838
|
)
|
|
(13,221
|
)
|
||
Fair value of plan assets at end of year
|
|
—
|
|
|
—
|
|
||
Net amount recognized
|
|
$
|
(65,042
|
)
|
|
$
|
(71,047
|
)
|
Amount recognized in the Consolidated Balance Sheets
|
|
|
|
|
||||
Current liabilities
|
|
$
|
(7,043
|
)
|
|
$
|
(8,168
|
)
|
Noncurrent liabilities
|
|
(57,999
|
)
|
|
(62,879
|
)
|
||
Net amount recognized
|
|
$
|
(65,042
|
)
|
|
$
|
(71,047
|
)
|
Amount recognized in accumulated other comprehensive loss
|
|
|
|
|
||||
Actuarial loss
|
|
$
|
22,522
|
|
|
$
|
26,599
|
|
Prior service credit
|
|
(32,870
|
)
|
|
(41,309
|
)
|
||
Total
|
|
$
|
(10,348
|
)
|
|
$
|
(14,710
|
)
|
|
|
December 25,
2016 |
|
|
December 27,
2015 |
|
Discount rate
|
|
3.94
|
%
|
|
4.04
|
%
|
Estimated increase in compensation level
|
|
3.50
|
%
|
|
3.50
|
%
|
|
|
December 25,
2016 |
|
|
December 27,
2015 |
|
|
December 28,
2014 |
|
Discount rate for determining projected benefit obligation
|
|
4.05
|
%
|
|
3.74
|
%
|
|
4.22
|
%
|
Discount rate in effect for determining service cost
|
|
4.24
|
%
|
|
3.74
|
%
|
|
4.22
|
%
|
Discount rate in effect for determining interest cost
|
|
2.96
|
%
|
|
3.74
|
%
|
|
4.22
|
%
|
Estimated increase in compensation level
|
|
3.50
|
%
|
|
3.50
|
%
|
|
3.50
|
%
|
|
|
December 25,
2016 |
|
|
December 27,
2015 |
|
Health-care cost trend rate
|
|
8.00
|
%
|
|
7.20
|
%
|
Rate to which the cost trend rate is assumed to decline (ultimate trend rate)
|
|
5.00
|
%
|
|
5.00
|
%
|
Year that the rate reaches the ultimate trend rate
|
|
2025
|
|
|
2023
|
|
|
|
One-Percentage Point
|
||||||
(In thousands)
|
|
Increase
|
|
|
Decrease
|
|
||
Effect on total service and interest cost for 2016
|
|
$
|
56
|
|
|
$
|
(51
|
)
|
Effect on accumulated postretirement benefit obligation as of December 25, 2016
|
|
$
|
2,352
|
|
|
$
|
(2,061
|
)
|
(In thousands)
|
Amount
|
|
|
2017
|
$
|
7,227
|
|
2018
|
6,795
|
|
|
2019
|
6,303
|
|
|
2020
|
5,890
|
|
|
2021
|
5,466
|
|
|
2022-2026
(1)
|
21,984
|
|
(1)
|
While benefit payments under these plans are expected to continue beyond 2026, we have presented in this table only those benefit payments estimated over the next 10 years.
|
(In thousands)
|
|
December 25,
2016 |
|
|
December 27,
2015 |
|
||
Deferred compensation
|
|
$
|
31,006
|
|
|
$
|
35,578
|
|
Other liabilities
|
|
47,641
|
|
|
56,645
|
|
||
Total
|
|
$
|
78,647
|
|
|
$
|
92,223
|
|
|
|
December 25, 2016
|
|
December 27, 2015
|
|
December 28, 2014
|
|||||||||||||||
(In thousands)
|
|
Amount
|
|
% of
Pre-tax
|
|
Amount
|
|
% of
Pre-tax
|
|
Amount
|
|
% of
Pre-tax
|
|||||||||
Tax at federal statutory rate
|
|
$
|
10,685
|
|
|
35.0
|
|
|
$
|
33,863
|
|
|
35.0
|
|
|
$
|
10,448
|
|
|
35.0
|
|
State and local taxes, net
|
|
3,095
|
|
|
10.1
|
|
|
5,093
|
|
|
5.2
|
|
|
4,620
|
|
|
15.5
|
|
|||
Effect of enacted changes in tax laws
|
|
—
|
|
|
—
|
|
|
1,801
|
|
|
1.8
|
|
|
1,393
|
|
|
4.7
|
|
|||
Reduction in uncertain tax positions
|
|
(4,534
|
)
|
|
(14.9
|
)
|
|
(2,545
|
)
|
|
(2.6
|
)
|
|
(21,147
|
)
|
|
(70.8
|
)
|
|||
Loss/(gain) on Company-owned life insurance
|
|
(736
|
)
|
|
(2.4
|
)
|
|
75
|
|
|
0.1
|
|
|
(1,250
|
)
|
|
(4.2
|
)
|
|||
Nondeductible expense, net
|
|
1,115
|
|
|
3.7
|
|
|
880
|
|
|
0.9
|
|
|
1,847
|
|
|
6.2
|
|
|||
Domestic manufacturing deduction
|
|
(1,820
|
)
|
|
(6.0
|
)
|
|
(2,651
|
)
|
|
(2.7
|
)
|
|
—
|
|
|
—
|
|
|||
Foreign Earnings and Dividends
|
|
(2,418
|
)
|
|
(7.9
|
)
|
|
(1,214
|
)
|
|
(1.3
|
)
|
|
453
|
|
|
1.5
|
|
|||
Other, net
|
|
(966
|
)
|
|
(3.2
|
)
|
|
(1,392
|
)
|
|
(1.4
|
)
|
|
95
|
|
|
0.3
|
|
|||
Income tax expense/(benefit)
|
|
$
|
4,421
|
|
|
14.4
|
|
|
$
|
33,910
|
|
|
35.0
|
|
|
$
|
(3,541
|
)
|
|
(11.8
|
)
|
(In thousands)
|
|
December 25,
2016 |
|
|
December 27,
2015 |
|
|
December 28,
2014 |
|
|||
Current tax expense/(benefit)
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
22,864
|
|
|
$
|
41,199
|
|
|
$
|
17,397
|
|
Foreign
|
|
312
|
|
|
485
|
|
|
583
|
|
|||
State and local
|
|
(3,295
|
)
|
|
5,919
|
|
|
(25,625
|
)
|
|||
Total current tax expense/(benefit)
|
|
19,881
|
|
|
47,603
|
|
|
(7,645
|
)
|
|||
Deferred tax expense
|
|
|
|
|
|
|
||||||
Federal
|
|
(16,625
|
)
|
|
(14,554
|
)
|
|
4,014
|
|
|||
State and local
|
|
1,165
|
|
|
861
|
|
|
90
|
|
|||
Total deferred tax (benefit)/expense
|
|
(15,460
|
)
|
|
(13,693
|
)
|
|
4,104
|
|
|||
Income tax expense/(benefit)
|
|
$
|
4,421
|
|
|
$
|
33,910
|
|
|
$
|
(3,541
|
)
|
(In thousands)
|
|
December 25,
2016 |
|
|
December 27,
2015 |
|
||
Deferred tax assets
|
|
|
|
|
||||
Retirement, postemployment and deferred compensation plans
|
|
$
|
275,611
|
|
|
$
|
309,711
|
|
Accruals for other employee benefits, compensation, insurance and other
|
|
34,466
|
|
|
32,731
|
|
||
Accounts receivable allowances
|
|
2,450
|
|
|
1,690
|
|
||
Net operating losses
|
|
2,598
|
|
|
38,703
|
|
||
Investment in joint ventures
|
|
5,329
|
|
|
—
|
|
||
Other
|
|
39,943
|
|
|
44,099
|
|
||
Gross deferred tax assets
|
|
360,397
|
|
|
426,934
|
|
||
Valuation allowance
|
|
—
|
|
|
(36,204
|
)
|
||
Net deferred tax assets
|
|
$
|
360,397
|
|
|
$
|
390,730
|
|
Deferred tax liabilities
|
|
|
|
|
||||
Property, plant and equipment
|
|
$
|
46,284
|
|
|
$
|
57,065
|
|
Intangible assets
|
|
11,975
|
|
|
10,790
|
|
||
Investments in joint ventures
|
|
—
|
|
|
11,694
|
|
||
Other
|
|
796
|
|
|
2,039
|
|
||
Gross deferred tax liabilities
|
|
59,055
|
|
|
81,588
|
|
||
Net deferred tax asset
|
|
$
|
301,342
|
|
|
$
|
309,142
|
|
(In thousands)
|
|
December 25,
2016 |
|
|
December 27,
2015 |
|
|
December 28,
2014 |
|
|||
Balance at beginning of year
|
|
$
|
13,941
|
|
|
$
|
16,324
|
|
|
$
|
46,058
|
|
Gross additions to tax positions taken during the current year
|
|
997
|
|
|
1,151
|
|
|
2,116
|
|
|||
Gross additions to tax positions taken during the prior year
|
|
—
|
|
|
282
|
|
|
—
|
|
|||
Gross reductions to tax positions taken during the prior year
|
|
(3,042
|
)
|
|
(37
|
)
|
|
(12,109
|
)
|
|||
Reductions from settlements with taxing authorities
|
|
—
|
|
|
—
|
|
|
(7,114
|
)
|
|||
Reductions from lapse of applicable statutes of limitations
|
|
(1,868
|
)
|
|
(3,779
|
)
|
|
(12,627
|
)
|
|||
Balance at end of year
|
|
$
|
10,028
|
|
|
$
|
13,941
|
|
|
$
|
16,324
|
|
|
Year ended December 25, 2016
|
|
|
Year ended December 28, 2014
|
||||||||||||
(In thousands)
|
New England Media Group
|
|
New England Media Group
|
About Group
|
Regional Media Group
|
Total
|
||||||||||
Income/(loss) from discontinued operations, net of income taxes
|
|
|
|
|
|
|
||||||||||
Loss on sale, net of income taxes:
|
|
|
|
|
|
|
||||||||||
Loss on sale
|
$
|
(3,651
|
)
|
|
$
|
(349
|
)
|
$
|
(229
|
)
|
$
|
(397
|
)
|
$
|
(975
|
)
|
Income tax (benefit)/expense
|
(1,378
|
)
|
|
(127
|
)
|
(93
|
)
|
331
|
|
111
|
|
|||||
Loss on sale, net of income taxes
|
(2,273
|
)
|
|
(222
|
)
|
(136
|
)
|
(728
|
)
|
(1,086
|
)
|
|||||
Loss from discontinued operations, net of income taxes
|
$
|
(2,273
|
)
|
|
$
|
(222
|
)
|
$
|
(136
|
)
|
$
|
(728
|
)
|
$
|
(1,086
|
)
|
|
|
December 25, 2016
|
|||||||||||
(Shares in thousands)
|
|
Options
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Contractual
Term
(Years)
|
|
Aggregate
Intrinsic
Value
$(000s)
|
|||||
Options outstanding at beginning of year
|
|
6,390
|
|
|
$
|
16
|
|
|
3
|
|
$
|
13,938
|
|
Granted
|
|
—
|
|
|
—
|
|
|
|
|
|
|||
Exercised
|
|
(115
|
)
|
|
7
|
|
|
|
|
|
|||
Forfeited/Expired
|
|
(1,757
|
)
|
|
24
|
|
|
|
|
|
|||
Options outstanding at end of period
|
|
4,518
|
|
|
$
|
14
|
|
|
3
|
|
$
|
12,797
|
|
Options expected to vest at end of period
|
|
4,518
|
|
|
$
|
14
|
|
|
3
|
|
$
|
12,797
|
|
Options exercisable at end of period
|
|
4,518
|
|
|
$
|
14
|
|
|
3
|
|
$
|
12,797
|
|
|
|
December 25, 2016
|
|||||
(Shares in thousands)
|
|
Restricted
Stock
Units
|
|
Weighted
Average
Grant-Date
Fair Value
|
|||
Unvested stock-settled restricted stock units at beginning of period
|
|
1,159
|
|
|
$
|
13
|
|
Granted
|
|
482
|
|
|
13
|
|
|
Vested
|
|
(582
|
)
|
|
11
|
|
|
Forfeited
|
|
(51
|
)
|
|
14
|
|
|
Unvested stock-settled restricted stock units at end of period
|
|
1,008
|
|
|
$
|
14
|
|
Unvested stock-settled restricted stock units expected to vest at end of period
|
|
960
|
|
|
$
|
14
|
|
(Shares in thousands)
|
|
December 25,
2016 |
|
|
December 27,
2015 |
Stock options, stock–settled restricted stock units and stock-settled performance awards
|
|
|
|
|
|
Stock options and stock-settled restricted stock units
|
|
5,588
|
|
|
7,549
|
Stock-settled performance awards
(1)
|
|
3,159
|
|
|
3,531
|
Outstanding
|
|
8,747
|
|
|
11,080
|
Available
|
|
6,914
|
|
|
7,282
|
Employee Stock Purchase Plan
(2)
|
|
|
|
|
|
Available
|
|
6,410
|
|
|
6,410
|
401(k) Company stock match
(3)
|
|
|
|
|
|
Available
|
|
3,045
|
|
|
3,045
|
Total Outstanding
|
|
8,747
|
|
|
11,080
|
Total Available
|
|
16,369
|
|
|
16,737
|
(1)
|
The number of shares actually earned at the end of the multi-year performance period will vary, based on actual performance, from
0%
to
200%
of the target number of performance awards granted. The maximum number of shares that could be issued is included in the table above.
|
(2)
|
We have not had an offering under the Employee Stock Purchase Plan since 2010.
|
(3)
|
Effective 2014, we no longer offer a Company stock match under the Company’s 401(k) plan.
|
(In thousands)
|
|
Foreign Currency Translation Adjustments
|
|
Funded Status of Benefit Plans
|
|
Total Accumulated Other Comprehensive Loss
|
||||||
Balance as of December 27, 2015
|
|
$
|
17
|
|
|
$
|
(509,111
|
)
|
|
$
|
(509,094
|
)
|
Other comprehensive income before reclassifications, before tax
(1)
|
|
(3,070
|
)
|
|
3,972
|
|
|
902
|
|
|||
Amounts reclassified from accumulated other comprehensive loss, before tax
(1)
|
|
—
|
|
|
47,472
|
|
|
47,472
|
|
|||
Income tax (benefit)/expense
(1)
|
|
(1,231
|
)
|
|
20,327
|
|
|
19,096
|
|
|||
Net current-period other comprehensive (loss)/income, net of tax
|
|
(1,839
|
)
|
|
31,117
|
|
|
29,278
|
|
|||
Balance as of December 25, 2016
|
|
$
|
(1,822
|
)
|
|
$
|
(477,994
|
)
|
|
$
|
(479,816
|
)
|
(1)
|
All amounts are shown net of noncontrolling interest.
|
(In thousands)
|
|
Amounts reclassified from accumulated other comprehensive loss
|
|
Affect line item in the statement where net income is presented
|
||
Detail about accumulated other comprehensive loss components
|
||||||
Funded status of benefit plans:
|
|
|
|
|
||
Amortization of prior service credit
(1)
|
|
$
|
(10,385
|
)
|
|
Selling, general & administrative costs
|
Amortization of actuarial loss
(1)
|
|
36,563
|
|
|
Selling, general & administrative costs
|
|
Pension settlement charge
|
|
21,294
|
|
|
Pension settlement charge
|
|
Total reclassification, before tax
(2)
|
|
47,472
|
|
|
|
|
Income tax expense
|
|
18,769
|
|
|
Income tax (benefit)/expense
|
|
Total reclassification, net of tax
|
|
$
|
28,703
|
|
|
|
(1)
|
These accumulated other comprehensive income components are included in the computation of net periodic benefit cost for pension and other retirement benefits. See Notes 9 and 10 for additional information.
|
(2)
|
There were no reclassifications relating to noncontrolling interest for the year ended
December 25, 2016
.
|
(In thousands)
|
Amount
|
|
|
2017
|
$
|
11,362
|
|
2018
|
5,969
|
|
|
2019
|
3,487
|
|
|
2020
|
3,091
|
|
|
2021
|
2,903
|
|
|
Later years
|
4,113
|
|
|
Total minimum lease payments
|
30,925
|
|
|
Less: noncancelable subleases
|
(683
|
)
|
|
Total minimum lease payments, net of noncancelable subleases
|
$
|
30,242
|
|
(In thousands)
|
Amount
|
|
|
2017
|
$
|
552
|
|
2018
|
552
|
|
|
2019
|
7,245
|
|
|
2020
|
—
|
|
|
2021
|
—
|
|
|
Later years
|
—
|
|
|
Total minimum lease payments
|
8,349
|
|
|
Less: imputed interest
|
(1,570
|
)
|
|
Present value of net minimum lease payments including current maturities
|
$
|
6,779
|
|
(In thousands)
|
|
Balance at
beginning
of period
|
|
Additions
charged to
operating
costs and other
|
|
Deductions
(1)
|
|
Balance at
end of period
|
||||||||
Accounts receivable allowances:
|
|
|
|
|
|
|
|
|
||||||||
Year ended December 25, 2016
|
|
$
|
13,485
|
|
|
$
|
17,154
|
|
|
$
|
13,824
|
|
|
$
|
16,815
|
|
Year ended December 27, 2015
|
|
$
|
12,860
|
|
|
$
|
13,999
|
|
|
$
|
13,374
|
|
|
$
|
13,485
|
|
Year ended December 28, 2014
|
|
$
|
14,252
|
|
|
$
|
11,384
|
|
|
$
|
12,776
|
|
|
$
|
12,860
|
|
Valuation allowance for deferred tax assets:
|
|
|
|
|
|
|
|
|
||||||||
Year ended December 25, 2016
|
|
$
|
36,204
|
|
|
$
|
—
|
|
|
$
|
36,204
|
|
|
$
|
—
|
|
Year ended December 27, 2015
|
|
$
|
41,136
|
|
|
$
|
—
|
|
|
$
|
4,932
|
|
|
$
|
36,204
|
|
Year ended December 28, 2014
|
|
$
|
42,295
|
|
|
$
|
—
|
|
|
$
|
1,159
|
|
|
$
|
41,136
|
|
(1)
|
Includes write-offs, net of recoveries.
|
|
2016 Quarters
|
|
|||||||||||||
(In thousands, except per share data)
|
March 27,
2016 |
|
June 26,
2016 |
|
September 25,
2016 |
|
December 25,
2016 |
|
Full Year
|
|
|||||
|
(13 weeks)
|
|
(13 weeks)
|
|
(13 weeks)
|
|
(13 weeks)
|
|
(52 weeks)
|
|
|||||
Revenues
|
$
|
379,515
|
|
$
|
372,630
|
|
$
|
363,547
|
|
$
|
439,650
|
|
$
|
1,555,342
|
|
Operating costs
|
351,580
|
|
339,933
|
|
356,596
|
|
362,801
|
|
1,410,910
|
|
|||||
Restructuring charge
(1)
|
—
|
|
11,855
|
|
2,949
|
|
—
|
|
14,804
|
|
|||||
Multiemployer pension plan withdrawal income
(2)
|
—
|
|
11,701
|
|
(4,971
|
)
|
—
|
|
6,730
|
|
|||||
Pension settlement charge
(3)
|
—
|
|
—
|
|
—
|
|
21,294
|
|
21,294
|
|
|||||
Operating profit
|
27,935
|
|
9,141
|
|
8,973
|
|
55,555
|
|
101,604
|
|
|||||
(Loss)/income from joint ventures
|
(41,896
|
)
|
(412
|
)
|
463
|
|
5,572
|
|
(36,273
|
)
|
|||||
Interest expense, net
|
8,826
|
|
9,097
|
|
9,032
|
|
7,850
|
|
34,805
|
|
|||||
(Loss)/income from continuing operations before income taxes
|
(22,787
|
)
|
(368
|
)
|
404
|
|
53,277
|
|
30,526
|
|
|||||
Income tax (benefit)/expense
|
(9,201
|
)
|
124
|
|
121
|
|
13,377
|
|
4,421
|
|
|||||
(Loss)/income from continuing operations
|
(13,586
|
)
|
(492
|
)
|
283
|
|
39,900
|
|
26,105
|
|
|||||
(Loss) from discontinued operations, net of income taxes
|
—
|
|
—
|
|
—
|
|
(2,273
|
)
|
(2,273
|
)
|
|||||
Net income/(loss)
|
(13,586
|
)
|
(492
|
)
|
283
|
|
37,627
|
|
23,832
|
|
|||||
Net income/(loss) attributable to the noncontrolling interest
|
5,315
|
|
281
|
|
123
|
|
(483
|
)
|
5,236
|
|
|||||
Net (loss)/income attributable to The New York Times Company common stockholders
|
$
|
(8,271
|
)
|
$
|
(211
|
)
|
$
|
406
|
|
$
|
37,144
|
|
$
|
29,068
|
|
Amounts attributable to The New York Times Company common stockholders:
|
|
|
|
|
|
||||||||||
(Loss)/income from continuing operations
|
$
|
(8,271
|
)
|
$
|
(211
|
)
|
$
|
406
|
|
$
|
39,417
|
|
$
|
31,341
|
|
(Loss) from discontinued operations, net of income taxes
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
(2,273
|
)
|
$
|
(2,273
|
)
|
Net (loss)/income
|
$
|
(8,271
|
)
|
$
|
(211
|
)
|
$
|
406
|
|
$
|
37,144
|
|
$
|
29,068
|
|
Average number of common shares outstanding:
|
|
|
|
|
|
||||||||||
Basic
|
161,003
|
|
161,128
|
|
161,185
|
|
161,235
|
|
161,128
|
|
|||||
Diluted
|
161,003
|
|
161,128
|
|
162,945
|
|
162,862
|
|
162,817
|
|
|||||
Basic earnings/(loss) per share attributable to The New York Times Company common stockholders:
|
|
|
|
|
|
||||||||||
(Loss)/income from continuing operations
|
$
|
(0.05
|
)
|
$
|
—
|
|
$
|
—
|
|
$
|
0.24
|
|
$
|
0.19
|
|
Loss from discontinued operations, net of income taxes
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
(0.01
|
)
|
$
|
(0.01
|
)
|
Net (loss)/income
|
$
|
(0.05
|
)
|
$
|
—
|
|
$
|
—
|
|
$
|
0.23
|
|
$
|
0.18
|
|
Diluted earnings/(loss) per share attributable to The New York Times Company common stockholders:
|
|
|
|
|
|
||||||||||
(Loss)/income from continuing operations
|
$
|
(0.05
|
)
|
$
|
—
|
|
$
|
—
|
|
$
|
0.24
|
|
$
|
0.19
|
|
Loss from discontinued operations, net of income taxes
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
(0.01
|
)
|
$
|
(0.01
|
)
|
Net (loss)/income
|
$
|
(0.05
|
)
|
$
|
—
|
|
$
|
—
|
|
$
|
0.23
|
|
$
|
0.18
|
|
Dividends declared per share
|
$
|
0.04
|
|
$
|
—
|
|
$
|
0.08
|
|
$
|
0.04
|
|
$
|
0.16
|
|
(1)
|
We recorded restructuring charges in the second and third quarters associated with the streamlining of the Company’s international print operations.
|
(2)
|
We recorded a charge in the second quarter related to a partial withdrawal obligation under a multiemployer pension plan following an unfavorable arbitration decision, of which $5 million was reimbursed to the Company in the third quarter.
|
(3)
|
We recorded a pension settlement charge in the fourth quarter related to a lump-sum payment offer to certain former employees who participated in a qualified pension plan.
|
|
2015 Quarters
|
|
|||||||||||||
(In thousands, except per share data)
|
March 29, 2015
|
|
June 28,
2015 |
|
September 27, 2015
|
|
December 27, 2015
|
|
Full Year
|
|
|||||
|
(13 weeks)
|
|
(13 weeks)
|
|
(13 weeks)
|
|
(13 weeks)
|
|
(52 weeks)
|
|
|||||
Revenues
|
$
|
384,239
|
|
$
|
382,886
|
|
$
|
367,404
|
|
$
|
444,686
|
|
$
|
1,579,215
|
|
Operating costs
|
350,277
|
|
344,835
|
|
345,471
|
|
352,663
|
|
1,393,246
|
|
|||||
Multiemployer pension plan withdrawal expense
(1)
|
4,697
|
|
—
|
|
—
|
|
4,358
|
|
9,055
|
|
|||||
Pension settlement charge
(2)
|
40,329
|
|
—
|
|
—
|
|
—
|
|
40,329
|
|
|||||
Operating (loss)/profit
|
(11,064
|
)
|
38,051
|
|
21,933
|
|
87,665
|
|
136,585
|
|
|||||
(Loss)/income from joint ventures
|
(572
|
)
|
(356
|
)
|
170
|
|
(25
|
)
|
(783
|
)
|
|||||
Interest expense, net
|
12,192
|
|
9,776
|
|
9,127
|
|
7,955
|
|
39,050
|
|
|||||
(Loss)/income from continuing operations before income taxes
|
(23,828
|
)
|
27,919
|
|
12,976
|
|
79,685
|
|
96,752
|
|
|||||
Income tax (benefit)/expense
|
(9,407
|
)
|
11,700
|
|
3,611
|
|
28,006
|
|
33,910
|
|
|||||
Income/(loss) from continuing operations
|
(14,421
|
)
|
16,219
|
|
9,365
|
|
51,679
|
|
62,842
|
|
|||||
Net (loss)/income
|
(14,421
|
)
|
16,219
|
|
9,365
|
|
51,679
|
|
62,842
|
|
|||||
Net income attributable to the noncontrolling interest
|
159
|
|
181
|
|
50
|
|
14
|
|
404
|
|
|||||
Net (loss)/income attributable to The New York Times Company common stockholders
|
$
|
(14,262
|
)
|
$
|
16,400
|
|
$
|
9,415
|
|
$
|
51,693
|
|
$
|
63,246
|
|
Amounts attributable to The New York Times Company common stockholders:
|
|
|
|
|
|
||||||||||
(Loss)/income from continuing operations
|
$
|
(14,262
|
)
|
$
|
16,400
|
|
$
|
9,415
|
|
$
|
51,693
|
|
$
|
63,246
|
|
Net (loss)/income
|
$
|
(14,262
|
)
|
$
|
16,400
|
|
$
|
9,415
|
|
$
|
51,693
|
|
$
|
63,246
|
|
Average number of common shares outstanding:
|
|
|
|
|
|
||||||||||
Basic
|
163,988
|
|
166,355
|
|
165,052
|
|
162,179
|
|
164,390
|
|
|||||
Diluted
|
163,988
|
|
168,316
|
|
166,981
|
|
164,128
|
|
166,423
|
|
|||||
Basic earnings/(loss) per share attributable to The New York Times Company common stockholders:
|
|
|
|
|
|
||||||||||
(Loss)/income from continuing operations
|
$
|
(0.09
|
)
|
$
|
0.10
|
|
$
|
0.06
|
|
$
|
0.32
|
|
$
|
0.38
|
|
Net (loss)/income
|
$
|
(0.09
|
)
|
$
|
0.10
|
|
$
|
0.06
|
|
$
|
0.32
|
|
$
|
0.38
|
|
Diluted earnings/(loss) per share attributable to The New York Times Company common stockholders:
|
|
|
|
|
|
||||||||||
Income/(loss) from continuing operations
|
$
|
(0.09
|
)
|
$
|
0.10
|
|
$
|
0.06
|
|
$
|
0.31
|
|
$
|
0.38
|
|
Net (loss)/income
|
$
|
(0.09
|
)
|
$
|
0.10
|
|
$
|
0.06
|
|
$
|
0.31
|
|
$
|
0.38
|
|
Dividends declared per share
|
$
|
0.04
|
|
$
|
0.04
|
|
$
|
0.04
|
|
$
|
0.04
|
|
$
|
0.16
|
|
(1)
|
We recorded charges related to partial withdrawal obligations under multiemployer pension plans in the first and fourth quarters.
|
(2)
|
We recorded a pension settlement charge in the first quarter related to a lump-sum payment offer to certain former employees who participated in a qualified pension plan.
|
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
|
ITEM 9A. CONTROLS AND PROCEDURES
|
ITEM 9B. OTHER INFORMATION
|
PART III
|
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
ITEM 11. EXECUTIVE COMPENSATION
|
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
Plan category
|
Number of securities to
be issued upon
exercise of outstanding
options, warrants
and rights
(a)
|
|
Weighted average
exercise price of
outstanding options,
warrants and rights
(b)
|
|
Number of securities
remaining
available for future issuance under equity compensation plans (excluding securities
reflected in column (a))
(c)
|
|||||
Equity compensation plans approved by security holders
|
|
|
|
|
|
|
||||
Stock options and stock-based awards
|
8,747,439
|
|
(1)
|
$
|
13.77
|
|
(2)
|
6,914,122
|
|
(3)
|
Employee Stock Purchase Plan
|
—
|
|
|
—
|
|
|
6,409,741
|
|
(4)
|
|
Total
|
8,747,439
|
|
|
|
|
13,323,863
|
|
|
||
Equity compensation plans not approved by security holders
|
None
|
|
|
None
|
|
|
None
|
|
|
(1)
|
Includes (i) 4,517,832 shares of Class A stock to be issued upon the exercise of outstanding stock options granted under the 1991 Incentive Plan, the 2010 Incentive Plan, and the 2004 Non-Employee Directors’ Stock Incentive Plan, at a weighted-average exercise price of $13.77 per share, and with a weighted-average remaining term of 3 years; (ii) 1,008,263 shares of Class A stock issuable upon the vesting of outstanding stock-settled restricted stock units granted under the 2010 Incentive Plan; (iii) 62,348 shares of Class A stock related to vested stock-settled restricted stock units granted under the 2010 Incentive Plan issuable to non-employee directors upon retirement from the Board; and (iv) 3,158,996 shares of Class A stock that would be issuable at maximum performance pursuant to outstanding stock-settled performance awards under the 2010 Incentive Plan. Under the terms of the performance awards, shares of Class A stock are to be issued at the end of three-year performance cycles based on the Company’s achievement against specified performance targets. The shares included in the table represent the maximum number of shares that would be issued under the outstanding performance awards; assuming target performance, the number of shares that would be issued under the outstanding performance awards is 1,579,498.
|
(2)
|
Excludes shares of Class A stock issuable upon vesting of stock-settled restricted stock units and shares issuable pursuant to stock-settled performance awards.
|
(3)
|
Includes shares of Class A stock available for future stock options to be granted under the 2010 Incentive Plan. As of
December 25, 2016
, the 2010 Incentive Plan had 6,914,122 shares of Class A stock remaining available for issuance upon the grant, exercise or other settlement of share-based awards. Stock options granted under the 2010 Incentive Plan must provide for an exercise price of 100% of the fair market value (as defined in the 2010 Incentive Plan) on the date of grant. The 2004 Non-Employee Directors’ Stock Incentive Plan terminated on April 30, 2014.
|
(4)
|
Includes shares of Class A stock available for future issuance under the Company’s Employee Stock Purchase Plan (“ESPP”). We have not had an offering under the ESPP since 2010.
|
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
|
PART IV
|
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
|
Page
|
Consolidated Schedule for the Three Years Ended December 25, 2016
|
|
II – Valuation and Qualifying Accounts
|
SIGNATURES
|
|
THE NEW YORK TIMES COMPANY
(Registrant)
|
|
|
|
|
|
|
|
BY:
|
/s/ James M. Follo
|
|
|
|
James M. Follo
|
|
|
|
Executive Vice President and Chief Financial Officer
|
|
Signature
|
Title
|
Date
|
/s/ Arthur Sulzberger, Jr.
|
Chairman and Director
|
February 22, 2017
|
/s/ Mark Thompson
|
Chief Executive Officer, President and Director
(principal executive officer)
|
February 22, 2017
|
/s/ James M. Follo
|
Executive Vice President and Chief Financial Officer
(principal financial officer)
|
February 22, 2017
|
/s/ R. Anthony Benten
|
Senior Vice President, Treasurer and Corporate Controller
(principal accounting officer)
|
February 22, 2017
|
/s/ Raul E. Cesan
|
Director
|
February 22, 2017
|
/s/ Robert E. Denham
|
Director
|
February 22, 2017
|
/s/ Michael Golden
|
Director
|
February 21, 2017
|
/s/ Steven B. Green
|
Director
|
February 22, 2017
|
/s/ Carolyn D. Greenspon
|
Director
|
February 22, 2017
|
/s/ Joichi Ito
|
Director
|
February 22, 2017
|
/s/ Dara Khosrowshahi
|
Director
|
February 22, 2017
|
/s/ James A. Kohlberg
|
Director
|
February 22, 2017
|
/s/ Ellen R. Marram
|
Director
|
February 22, 2017
|
/s/ Brian P. McAndrews
|
Director
|
February 22, 2017
|
/s/ Doreen A. Toben
|
Director
|
February 22, 2017
|
/s/ Rebecca Van Dyck
|
Director
|
February 22, 2017
|
INDEX TO EXHIBITS
|
Exhibit
Number
|
|
Description of Exhibit
|
(2.1)
|
|
Asset Purchase Agreement, dated as of December 27, 2011, by and among NYT Holdings, Inc., The Houma Courier Newspaper Corporation, Lakeland Ledger Publishing Corporation, The Spartanburg Herald-Journal, Inc., Hendersonville Newspaper Corporation, The Dispatch Publishing Company, Inc., NYT Management Services, Inc., The New York Times Company and Halifax Media Holdings LLC (filed as an Exhibit to the Company’s Form 8-K dated December 27, 2011, and incorporated by reference herein).
|
(2.2)
|
|
Stock Purchase Agreement, dated as of August 26, 2012, between the Company and IAC/InterActiveCorp (filed as an Exhibit to the Company’s Form 8-K dated August 29, 2012, and incorporated by reference herein).
|
(3.1)
|
|
Certificate of Incorporation as amended and restated to reflect amendments effective July 1, 2007 (filed as an Exhibit to the Company’s Form 10-Q dated August 9, 2007, and incorporated by reference herein).
|
(3.2)
|
|
By-laws as amended through November 19, 2009 (filed as an Exhibit to the Company’s Form 8-K dated November 20, 2009, 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.
|
(4.1)
|
|
Securities Purchase Agreement, dated January 19, 2009, among the Company, Inmobiliaria Carso, S.A. de C.V. and Banco Inbursa S.A., Institución de Banca Múltiple, Grupo Financiero Inbursa (including forms of notes, warrants and registration rights agreement) (filed as an Exhibit to the Company’s Form 8-K dated January 21, 2009, and incorporated by reference herein).
|
(10.1)
|
|
Agreement of Lease, dated as of December 15, 1993, between The City of New York, as landlord, and the Company, as 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).
|
(10.2)
|
|
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).
|
(10.3)
|
|
New York City Public Utility Service Power Service Agreement, dated 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).
|
(10.4)
|
|
Letter Agreement, dated as of April 8, 2004, amending Agreement of Lease, between the 42nd St. Development Project, Inc., as landlord, and The New York Times Building LLC, as tenant (filed as an Exhibit to the Company’s Form 10-Q dated November 3, 2006, and incorporated by reference herein).
|
(10.5)
|
|
Agreement of Sublease, dated as of December 12, 2001, between The New York Times Building LLC, as landlord, and NYT Real Estate Company LLC, as tenant (filed as an Exhibit to the Company’s Form 10-Q dated November 3, 2006, and incorporated by reference herein).
|
(10.6)
|
|
First Amendment to Agreement of Sublease, dated as of August 15, 2006, between 42nd St. Development Project, Inc., as landlord, and NYT Real Estate Company LLC, as tenant (filed as an Exhibit to the Company’s Form 10-Q dated November 3, 2006, and incorporated by reference herein).
|
(10.7)
|
|
Second Amendment to Agreement of Sublease, dated as of January 29, 2007, between 42nd St. Development Project, Inc., as landlord, and NYT Real Estate Company LLC, as tenant (filed as an Exhibit to the Company’s Form 8-K dated February 1, 2007, and incorporated by reference herein).
|
(10.8)
|
|
Third Amendment to Agreement of Sublease (NYT), dated as of March 6, 2009, between 42nd St. Development Project, Inc., as landlord, and NYT Real Estate Company LLC, as tenant (filed as an Exhibit to the Company’s Form 8-K dated March 9, 2009, and incorporated by reference herein).
|
(10.9)
|
|
Fourth Amendment to Agreement of Sublease (NYT), dated as of March 6, 2009, between 42nd St. Development Project, Inc., as landlord, and 620 Eighth NYT (NY) Limited Partnership, as tenant (filed as an Exhibit to the Company’s Form 8-K dated March 9, 2009, and incorporated by reference herein).
|
(10.10)
|
|
Fifth Amendment to Agreement of Sublease (NYT), dated as of August 31, 2009, between 42nd St. Development Project, Inc., as landlord, and 620 Eighth NYT (NY) Limited Partnership, as tenant (filed as an Exhibit to the Company’s Form 10-Q dated November 4, 2009, and incorporated by reference herein).
|
(10.11)
|
|
Agreement of Sublease (NYT-2), dated as of March 6, 2009, between 42nd St. Development Project, Inc., as landlord, and NYT Real Estate Company LLC, as tenant (filed as an Exhibit to the Company’s Form 8-K dated March 9, 2009, and incorporated by reference herein).
|
(10.12)
|
|
First Amendment to Agreement of Sublease (NYT-2), dated as of March 6, 2009, between 42nd St. Development Project, Inc., as landlord, and NYT Building Leasing Company LLC, as tenant (filed as an Exhibit to the Company’s Form 8-K dated March 9, 2009, and incorporated by reference herein).
|
(10.13)
|
|
Agreement of Purchase and Sale, dated as of March 6, 2009, between NYT Real Estate Company LLC, as seller, and 620 Eighth NYT (NY) Limited Partnership, as buyer (filed as an Exhibit to the Company’s Form 8-K dated March 9, 2009, and incorporated by reference herein).
|
Exhibit
Number
|
|
Description of Exhibit
|
(10.14)
|
|
Lease Agreement, dated as of March 6, 2009, between 620 Eighth NYT (NY) Limited Partnership, as landlord, and NYT Real Estate Company LLC, as tenant (filed as an Exhibit to the Company’s Form 8-K dated March 9, 2009, and incorporated by reference herein).
|
(10.15)
|
|
First Amendment to Lease Agreement, dated as of August 31, 2009, 620 Eighth NYT (NY) Limited Partnership, as landlord, and NYT Real Estate Company LLC, as tenant (filed as an Exhibit to the Company’s Form 10-Q dated November 4, 2009, and incorporated by reference herein).
|
(10.16)
|
|
The Company’s 2010 Incentive Compensation Plan, as amended and restated effective April 30, 2014 (filed as an exhibit to the Company’s Form 8-K dated April 30, 2014, and incorporated by reference herein).
|
(10.17)
|
|
Form of Restricted Stock Unit Award Agreement under the Company’s 2010 Incentive Compensation Plan.
|
(10.18)
|
|
The Company’s 1991 Executive Stock Incentive Plan, as amended and restated through October 11, 2007 (filed as an Exhibit to the Company’s Form 8-K dated October 12, 2007, and incorporated by reference herein).
|
(10.19)
|
|
The Company’s Supplemental Executive Retirement Plan, as amended and restated effective January 1, 2015 (filed as an Exhibit to the Company’s Form 10-Q dated November 4, 2015, and incorporated by reference herein).
|
(10.20)
|
|
The Company’s Deferred Executive Compensation Plan, as amended and restated effective January 1, 2015 (filed as an Exhibit to the Company’s Form 10-Q dated November 4, 2015, and incorporated by reference herein).
|
(10.21)
|
|
The Company’s 2004 Non-Employee Directors’ Stock Incentive Plan, effective April 13, 2004 (filed as an Exhibit to the Company’s Form 10-Q dated May 5, 2004, and incorporated by reference herein).
|
(10.22)
|
|
The Company’s Non-Employee Directors Deferral Plan, as amended through October 11, 2007 (filed as an Exhibit to the Company’s Form 8-K dated October 12, 2007, and incorporated by reference herein).
|
(10.23)
|
|
The Company’s Savings Restoration Plan, amended and restated effective February 19, 2015 (filed as an Exhibit to the Company’s Form 10-Q filed November 4, 2015, and incorporated by reference herein).
|
(10.24)
|
|
The Company’s Supplemental Executive Savings Plan, amended and restated effective February 19, 2015 (filed as an Exhibit to the Company’s Form 10-Q filed November 4, 2015, and incorporated by reference herein).
|
(10.25)
|
|
The New York Times Companies Supplemental Retirement and Investment Plan, amended and restated effective January 1, 2015 (filed as an Exhibit to the Company’s Form 10-K filed February 24, 2016, and incorporated by reference herein).
|
(10.26)
|
|
Amendment No. 1 to The New York Times Companies Supplemental Retirement and Investment Plan, amended March 14, 2016, and effective January 1, 2016 (filed as an Exhibit to the Company’s Form 10-Q filed May 5, 2016, and incorporated by reference herein).
|
(10.27)
|
|
Amendment No. 2 to The New York Times Companies Supplemental Retirement and Investment Plan, amended November 11, 2016, and effective January 1, 2017.
|
(10.28)
|
|
Stock Appreciation Rights Agreement, dated as of September 17, 2009, between the Company and Arthur Sulzberger, Jr. (filed as an Exhibit to the Company’s Form 8-K dated September 18, 2009, and incorporated by reference herein).
|
(12)
|
|
Ratio of Earnings to Fixed Charges.
|
(21)
|
|
Subsidiaries of the Company.
|
(23.1)
|
|
Consent of Ernst & Young LLP.
|
(24)
|
|
Power of Attorney (included as part of signature page).
|
(31.1)
|
|
Rule 13a-14(a)/15d-14(a) Certification.
|
(31.2)
|
|
Rule 13a-14(a)/15d-14(a) Certification.
|
(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.
|
(101.INS)
|
|
XBRL Instance Document.
|
(101.SCH)
|
|
XBRL Taxonomy Extension Schema Document.
|
(101.CAL)
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
(101.DEF)
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
(101.LAB)
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
(101.PRE)
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
“Name of Employer
|
Effective Date of Participation in Plan as Employer
|
Date from which Credit is Given for Eligibility
|
Date from which Credit is Given for Vesting or Benefit Accrual Purposes
|
_________________________
|
_________________________
|
_________________________
|
_________________________
|
Submarine Leisure Club, Inc.
|
January 1, 2017
|
Date of Hire
|
Date of Hire”
|
ERISA MANAGEMENT COMMITTEE
|
By:
/s/ R. Anthony Benten
|
|
|
For the Years Ended
|
||||||||||||||||||
(In thousands, except ratio)
|
December 25,
2016 |
|
|
December 27,
2015 |
|
|
December 28,
2014 |
|
|
December 29,
2013 |
|
|
December 30,
2012 |
|
||||||
Earnings from continuing operations before fixed charges
|
|
|
|
|
|
|
|
|
|
|||||||||||
Earnings from continuing operations before income taxes, noncontrolling interest and income/(loss) from joint ventures
|
$
|
66,799
|
|
|
$
|
97,535
|
|
|
$
|
38,218
|
|
|
$
|
98,014
|
|
|
$
|
255,621
|
|
|
Distributed earning from less than fifty-percent owned affiliates
|
—
|
|
|
—
|
|
|
3,914
|
|
|
1,400
|
|
|
9,251
|
|
||||||
Adjusted pre-tax earnings from continuing operations
|
66,799
|
|
|
97,535
|
|
|
42,132
|
|
|
99,414
|
|
|
264,872
|
|
||||||
Fixed charges less capitalized interest
|
47,663
|
|
|
50,719
|
|
|
62,869
|
|
|
63,032
|
|
|
67,243
|
|
||||||
Earnings from continuing operations before fixed charges
|
$
|
114,462
|
|
|
$
|
148,254
|
|
|
$
|
105,001
|
|
|
$
|
162,446
|
|
|
$
|
332,115
|
|
|
Fixed charges
|
|
|
|
|
|
|
|
|
|
|||||||||||
Interest expense, net of capitalized interest
(1)
|
$
|
43,825
|
|
|
$
|
46,391
|
|
|
$
|
58,914
|
|
|
$
|
59,588
|
|
|
$
|
63,218
|
|
|
Capitalized interest
|
559
|
|
|
338
|
|
|
152
|
|
|
—
|
|
|
17
|
|
||||||
Portion of rentals representative of interest factor
|
3,838
|
|
|
4,328
|
|
|
3,955
|
|
|
3,444
|
|
|
4,025
|
|
||||||
Total fixed charges
|
$
|
48,222
|
|
|
$
|
51,057
|
|
|
$
|
63,021
|
|
|
$
|
63,032
|
|
|
$
|
67,260
|
|
|
Ratio of earnings to fixed charges
|
2.37
|
|
|
2.90
|
|
|
1.67
|
|
|
2.58
|
|
|
4.94
|
|
Note:
|
The Ratio of Earnings to Fixed Charges should be read in conjunction with the Consolidated Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations in this Annual Report on Form 10-K for the fiscal year ended
December 25, 2016
.
|
(1)
|
The Company’s policy is to classify interest expense recognized on uncertain tax positions as income tax expense. The Company has excluded interest expense recognized on uncertain tax positions from the Ratio of Earnings to Fixed Charges.
|
Name of Subsidiary
|
Jurisdiction of
Incorporation or Organization |
The New York Times Company
|
New York
|
Fake Love LLC
|
Delaware
|
Hello Society, LLC
|
Delaware
|
London Bureau Limited
|
United Kingdom
|
Madison Paper Industries (partnership) (40%)
|
Maine
|
New York Times Canada Ltd.
|
Canada
|
New York Times Digital LLC
|
Delaware
|
Northern SC Paper Corporation (80%)
|
Delaware
|
NYT Administradora de Bens e Servicos Ltda.
|
Brazil
|
NYT Building Leasing Company LLC
|
New York
|
NYT Capital, LLC
|
Delaware
|
Donohue Malbaie Inc. (49%)
|
Canada
|
Midtown Insurance Company
|
New York
|
NEMG T&G, Inc.
|
Massachusetts
|
NYT Shared Service Center, Inc.
|
Delaware
|
International Media Concepts, Inc.
|
Delaware
|
The New York Times Distribution Corporation
|
Delaware
|
The New York Times Sales Company
|
Massachusetts
|
The New York Times Syndication Sales Corporation
|
Delaware
|
NYT Group Services, LLC
|
Delaware
|
NYT International LLC
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Delaware
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New York Times Limited
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United Kingdom
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New York Times (Zürich) GmbH
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Switzerland
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NYT B.V.
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Netherlands
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NYT France S.A.S.
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France
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International Herald Tribune U.S. Inc.
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New York
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International Herald Tribune-Kathimerini Commercial S.A. (50%)
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Greece
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The Herald Tribune - Ha’aretz Partnership (50%)
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Israel
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NYT Germany GmbH
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Germany
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NYT Hong Kong Limited
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Hong Kong
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Beijing Shixun Zhihua Consulting Co. LTD.
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People’s Republic of China
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NYT Japan GK
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Japan
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NYT Singapore PTE. LTD.
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Singapore
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NYT News Bureau (India) Private Limited
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India
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NYT Real Estate Company LLC
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New York
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The New York Times Building LLC (58%)
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New York
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Rome Bureau S.r.l.
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Italy
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Submarine Leisure Club, Inc.
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Delaware
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The New York Times Company Pty Limited
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Australia
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Women in the World Media, LLC (30%)
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Delaware
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Rule 13a-14(a)/15d-14(a) Certification
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I, Mark Thompson, certify that:
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1.
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I have reviewed this Annual Report on Form 10-K of The New York Times Company;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ M
ARK
T
HOMPSON
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Mark Thompson
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Chief Executive Officer
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Rule 13a-14(a)/15d-14(a) Certification
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I, James M. Follo, certify that:
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1.
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I have reviewed this Annual Report on Form 10-K of The New York Times Company;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
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(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
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|
(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ J
AMES
M. F
OLLO
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James M. Follo
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Chief Financial Officer
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(1)
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The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ M
ARK
T
HOMPSON
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Mark Thompson
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Chief Executive Officer
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(1)
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The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ J
AMES
M. F
OLLO
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James M. Follo
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Chief Financial Officer
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