For the fiscal year ended December 31, 2017
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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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Emerging growth company
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¨
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INDEX TO THE NEW YORK TIMES COMPANY 2017 ANNUAL REPORT ON FORM 10-K
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ITEM NO.
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16
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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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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, including our Crossword and Cooking products;
and
|
•
|
related businesses, such as The Times news services division; our product review and recommendation website, Wirecutter; our digital archive distribution; NYT Live (our live events business); our digital marketing agencies and other products and services under The Times brand.
|
•
|
The Times news services division, which transmits articles, graphics and photographs from The Times and other publications to approximately 1,800 newspapers, magazines and websites in over 100 countries and territories worldwide. It also comprises a number of other businesses that primarily include digital archive distribution, which licenses electronic databases to resellers in the business, professional and library markets; magazine licensing; news digests; book development and rights and permissions;
|
•
|
The Company’s NYT Live business, a platform for our live journalism that convenes thought leaders from business, academia and government at conferences and events to discuss topics ranging from education to sustainability to the luxury business; and
|
•
|
Wirecutter, a product review and recommendation website acquired in October 2016 that serves as a guide to technology gear, home products and other consumer goods. This website generates 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.
|
(In metric tons)
|
|
2017
|
|
|
2016
|
|
Newsprint
|
|
90,500
|
|
|
97,800
|
|
Coated and Supercalendared Paper
(1)
|
|
16,500
|
|
|
19,500
|
|
Employee Category
|
Expiration Date
|
Machinists
|
March 30, 2018
|
Mailers
|
March 30, 2019
|
Typographers
|
March 30, 2020
|
Drivers
|
March 30, 2020
|
NewsGuild of New York
|
March 30, 2021
|
Paperhandlers
|
March 30, 2021
|
Pressmen
|
March 30, 2021
|
Stereotypers
|
March 30, 2021
|
ITEM 1A. RISK FACTORS
|
•
|
our ability to continue delivering 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 users with our print and digital products, and our ability to reach new users;
|
•
|
our ability to develop, maintain and monetize our products;
|
•
|
the pricing of our products;
|
•
|
our marketing and selling efforts, including our ability to differentiate our products from those of our competitors;
|
•
|
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;
|
•
|
we may introduce new products or services, or make changes to existing products and services, that are not favorably received by consumers;
|
•
|
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;
|
•
|
changes implemented by social media platforms and search engines, including those affecting how content is displayed and/or prioritized, could affect our business;
|
•
|
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.
|
•
|
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;
|
•
|
navigating local customs and practices;
|
•
|
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 and other rights under varying legal regimes;
|
•
|
complying with international laws and regulations, including those governing consumer privacy and the collection, use, retention, sharing and security of consumer and staff data;
|
•
|
economic uncertainty, volatility in local markets and political or social instability;
|
•
|
restrictions on foreign ownership, foreign investment or repatriation of funds;
|
•
|
higher-than-anticipated costs of entry; and
|
•
|
currency exchange rate fluctuations.
|
•
|
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.
|
ITEM 1B. UNRESOLVED STAFF COMMENTS
|
ITEM 2. PROPERTIES
|
ITEM 3. LEGAL PROCEEDINGS
|
ITEM 4. MINE SAFETY DISCLOSURES
|
Name
|
|
Age
|
|
Employed By
Registrant Since
|
|
Recent Position(s) Held as of February 27, 2018
|
Mark Thompson
|
|
60
|
|
2012
|
|
President and Chief Executive Officer (since 2012); Director-General, British Broadcasting Corporation (2004 to 2012)
|
A.G. Sulzberger
|
|
37
|
|
2009
|
|
Publisher of The Times (since 2018); Deputy Publisher (2016 to 2017); Associate Editor (2015-2016); Assistant Editor (2012-2015)
|
R. Anthony Benten
|
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54
|
|
1989
|
|
Senior Vice President, Treasurer (since December 2016) and Corporate Controller (since 2007); Senior Vice President, Finance (2008 to 2016)
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Diane Brayton
|
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49
|
|
2004
|
|
Executive Vice President, General Counsel (since January 2017) and Secretary (since 2011); Deputy General Counsel (2016); Assistant Secretary (2009 to 2011) and Assistant General Counsel (2009 to 2016)
|
James M. Follo
(1)
|
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58
|
|
2007
|
|
Executive Vice President (since 2013) and Chief Financial Officer (since 2007); Senior Vice President (2007 to 2013)
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Meredith Kopit Levien
|
|
46
|
|
2013
|
|
Executive Vice President (since 2013) and Chief Operating Officer (since 2017); Chief Revenue Officer (2015 to 2017); Executive Vice President, Advertising (2013 to 2015); Chief Revenue Officer, Forbes Media LLC (2011 to 2013)
|
PART II
|
ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
|
|
2017
|
|
2016
|
||||||||||||
Quarters
|
|
High
|
|
|
Low
|
|
|
High
|
|
|
Low
|
|
||||
First Quarter
|
|
$
|
16.25
|
|
|
$
|
13.05
|
|
|
$
|
13.74
|
|
|
$
|
12.25
|
|
Second Quarter
|
|
17.90
|
|
|
14.20
|
|
|
13.12
|
|
|
11.80
|
|
||||
Third Quarter
|
|
19.95
|
|
|
17.35
|
|
|
13.17
|
|
|
11.54
|
|
||||
Fourth Quarter
|
|
20.00
|
|
|
17.10
|
|
|
14.10
|
|
|
10.80
|
|
Period
|
|
Total number of
shares of Class A
Common Stock
purchased
(a)
|
|
Average
price paid
per share of
Class A
Common Stock
(b)
|
|
Total number of
shares of Class A
Common Stock
purchased
as part of
publicly
announced plans
or programs
(c)
|
|
Maximum
number (or
approximate
dollar value)
of shares of
Class A
Common
Stock that may
yet be
purchased
under the plans
or programs
(d)
|
||||||
September 25, 2017 - October 29, 2017
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
16,236,612
|
|
October 30, 2017 - November 26, 2017
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
16,236,612
|
|
November 27, 2017 - December 31, 2017
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
16,236,612
|
|
Total for the fourth quarter of 2017
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
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 31, 2017
, 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 31,
2017 |
|
|
December 25,
2016 |
|
|
December 27,
2015 |
|
|
December 28,
2014 |
|
|
December 29,
2013 |
|
|||||
|
|
(53 Weeks)
|
|
(52 Weeks)
|
|
(52 Weeks)
|
|
(52 Weeks)
|
|
(52 Weeks)
|
||||||||||
Statement of Operations Data
|
|
|
|
|
|
|
||||||||||||||
Revenues
|
|
$
|
1,675,639
|
|
|
$
|
1,555,342
|
|
|
$
|
1,579,215
|
|
|
$
|
1,588,528
|
|
|
$
|
1,577,230
|
|
Operating costs
|
|
1,488,131
|
|
|
1,410,910
|
|
|
1,393,246
|
|
|
1,484,505
|
|
|
1,411,744
|
|
|||||
Headquarters redesign and consolidation
|
|
10,090
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Restructuring charge
|
|
—
|
|
|
14,804
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Multiemployer pension plan withdrawal expense
|
|
—
|
|
|
6,730
|
|
|
9,055
|
|
|
—
|
|
|
6,171
|
|
|||||
Postretirement benefit plan settlement gain
|
|
(37,057
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Pension settlement expense
|
|
102,109
|
|
|
21,294
|
|
|
40,329
|
|
|
9,525
|
|
|
3,228
|
|
|||||
Early termination charge and other expenses
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,550
|
|
|
—
|
|
|||||
Operating profit
|
|
112,366
|
|
|
101,604
|
|
|
136,585
|
|
|
91,948
|
|
|
156,087
|
|
|||||
Gain/(loss) from joint ventures
|
|
18,641
|
|
|
(36,273
|
)
|
|
(783
|
)
|
|
(8,368
|
)
|
|
(3,215
|
)
|
|||||
Interest expense and other, net
|
|
19,783
|
|
|
34,805
|
|
|
36,050
|
|
|
53,730
|
|
|
58,073
|
|
|||||
Income from continuing operations before income taxes
|
|
111,224
|
|
|
30,526
|
|
|
96,752
|
|
|
29,850
|
|
|
94,799
|
|
|||||
Income from continuing operations
|
|
7,268
|
|
|
26,105
|
|
|
62,842
|
|
|
33,391
|
|
|
56,907
|
|
|||||
(Loss)/income from discontinued operations, net of income taxes
|
|
(431
|
)
|
|
(2,273
|
)
|
|
—
|
|
|
(1,086
|
)
|
|
7,949
|
|
|||||
Net income attributable to The New York Times Company common stockholders
|
|
4,296
|
|
|
29,068
|
|
|
63,246
|
|
|
33,307
|
|
|
65,105
|
|
|||||
Balance Sheet Data
|
|
|
|
|
|
|
|
|
||||||||||||
Cash, cash equivalents and marketable securities
|
|
$
|
732,911
|
|
|
$
|
737,526
|
|
|
$
|
904,551
|
|
|
$
|
981,170
|
|
|
$
|
1,023,780
|
|
Property, plant and equipment, net
|
|
640,939
|
|
|
596,743
|
|
|
632,439
|
|
|
665,758
|
|
|
713,356
|
|
|||||
Total assets
|
|
2,099,780
|
|
|
2,185,395
|
|
|
2,417,690
|
|
|
2,566,474
|
|
|
2,572,552
|
|
|||||
Total debt and capital lease obligations
|
|
250,209
|
|
|
246,978
|
|
|
431,228
|
|
|
650,120
|
|
|
684,163
|
|
|||||
Total New York Times Company stockholders’ equity
|
|
897,279
|
|
|
847,815
|
|
|
826,751
|
|
|
726,328
|
|
|
842,910
|
|
|
|
As of and for the Years Ended
|
||||||||||||||||||
(In thousands, except ratios, per share
and employee data)
|
|
December 31,
2017 |
|
|
December 25,
2016 |
|
|
December 27,
2015 |
|
|
December 28,
2014 |
|
|
December 29,
2013 |
|
|||||
|
(53 Weeks)
|
|
(52 Weeks)
|
|
(52 Weeks)
|
|
(52 Weeks)
|
|
(52 Weeks)
|
|||||||||||
Per Share of Common Stock
|
|
|
|
|
|
|
|
|
|
|||||||||||
Basic earnings/(loss) per share attributable to The New York Times Company common stockholders:
|
||||||||||||||||||||
Income from continuing operations
|
|
$
|
0.03
|
|
|
$
|
0.19
|
|
|
$
|
0.38
|
|
|
$
|
0.23
|
|
|
$
|
0.38
|
|
(Loss)/income from discontinued operations, net of income taxes
|
|
—
|
|
|
(0.01
|
)
|
|
—
|
|
|
(0.01
|
)
|
|
0.05
|
|
|||||
Net income
|
|
$
|
0.03
|
|
|
$
|
0.18
|
|
|
$
|
0.38
|
|
|
$
|
0.22
|
|
|
$
|
0.43
|
|
Diluted earnings/(loss) per share attributable to The New York Times Company common stockholders:
|
||||||||||||||||||||
Income from continuing operations
|
|
$
|
0.03
|
|
|
$
|
0.19
|
|
|
$
|
0.38
|
|
|
$
|
0.21
|
|
|
$
|
0.36
|
|
(Loss)/income from discontinued operations, net of income taxes
|
|
—
|
|
|
(0.01
|
)
|
|
—
|
|
|
(0.01
|
)
|
|
0.05
|
|
|||||
Net income
|
|
$
|
0.03
|
|
|
$
|
0.18
|
|
|
$
|
0.38
|
|
|
$
|
0.20
|
|
|
$
|
0.41
|
|
Dividends declared per share
|
|
$
|
0.16
|
|
|
$
|
0.16
|
|
|
$
|
0.16
|
|
|
$
|
0.16
|
|
|
$
|
0.08
|
|
New York Times Company stockholders’ equity per share
|
|
$
|
5.46
|
|
|
$
|
5.21
|
|
|
$
|
4.97
|
|
|
$
|
4.50
|
|
|
$
|
5.34
|
|
Average basic shares outstanding
|
|
161,926
|
|
|
161,128
|
|
|
164,390
|
|
|
150,673
|
|
|
149,755
|
|
|||||
Average diluted shares outstanding
|
|
164,263
|
|
|
162,817
|
|
|
166,423
|
|
|
161,323
|
|
|
157,774
|
|
|||||
Key Ratios
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating profit to revenues
|
|
6.7
|
%
|
|
6.5
|
%
|
|
8.6
|
%
|
|
5.8
|
%
|
|
9.9
|
%
|
|||||
Return on average common stockholders’ equity
|
|
0.5
|
%
|
|
3.5
|
%
|
|
8.1
|
%
|
|
4.2
|
%
|
|
8.7
|
%
|
|||||
Return on average total assets
|
|
0.2
|
%
|
|
1.3
|
%
|
|
2.5
|
%
|
|
1.3
|
%
|
|
2.4
|
%
|
|||||
Total debt and capital lease obligations to total capitalization
|
|
21.8
|
%
|
|
22.6
|
%
|
|
34.3
|
%
|
|
47.2
|
%
|
|
44.8
|
%
|
|||||
Current assets to current liabilities
|
|
1.80
|
|
|
2.00
|
|
|
1.53
|
|
|
1.91
|
|
|
3.36
|
|
|||||
Full-Time Equivalent Employees
|
|
3,789
|
|
|
3,710
|
|
|
3,560
|
|
|
3,588
|
|
|
3,529
|
|
•
|
$102.1 million pre-tax pension settlement charges ($61.5 million after tax, or $.37 per share) in connection with the transfer of certain pension benefit obligations to insurers. See Note 9 of the Notes to the Consolidated Financial Statements for more information on this item.
|
•
|
a $68.7 million charge ($.42 per share) primarily attributable to the remeasurement of our net deferred tax assets required as a result of recent tax legislation. See Note 12 of the Notes to the Consolidated Financial Statements for more information on this item.
|
•
|
a $37.1 million pre-tax gain ($22.3 million after tax, or $.14 per share) primarily in connection with the settlement of contractual funding obligations for a postretirement plan. See Note 10 of the Notes to the Consolidated Financial Statements for more information on this item.
|
•
|
a $23.9 million pre-tax charge ($14.4 million after tax, or $.09 per share) for severance costs.
|
•
|
a $15.3 million net pre-tax gain ($7.8 million after tax and net of noncontrolling interest, or $.05 per share) from joint ventures consisting of (i) a $30.1 million gain related to the sale of the remaining assets of Madison Paper Industries, in which the Company has an investment through a subsidiary, (ii) an $8.4 million loss reflecting our proportionate share of Madison’s settlement of pension obligations, and (iii) a $6.4 million loss from the sale of our 49% equity interest in Donahue Malbaie Inc., a Canadian newsprint company. See Note 5 of the Notes to the Consolidated Financial Statements for more information on this item.
|
•
|
$11.2 million of pre-tax expenses ($6.7 million after tax, or $.04 per share) for non-operating retirement costs.
|
•
|
a $10.1 million pre-tax charge ($6.1 million after tax, or $.04 per share) in connection with the ongoing redesign and consolidation of space in our headquarters building. See Note 7 of the Notes to the Consolidated Financial Statements for more information on this item.
|
•
|
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.
|
•
|
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.
|
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
|
Years Ended
|
|
% Change
|
||||||||||||||
(In thousands)
|
|
December 31,
2017 |
|
|
December 25,
2016 |
|
|
December 27,
2015 |
|
|
2017 vs. 2016
|
|
|
2016 vs. 2015
|
|
|||
|
|
(53 weeks)
|
|
(52 weeks)
|
|
(52 weeks)
|
|
|
|
|
||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
||||||||
Subscription
|
|
$
|
1,008,431
|
|
|
$
|
880,543
|
|
|
$
|
851,790
|
|
|
14.5
|
|
|
3.4
|
|
Advertising
|
|
558,513
|
|
|
580,732
|
|
|
638,709
|
|
|
(3.8
|
)
|
|
(9.1
|
)
|
|||
Other
|
|
108,695
|
|
|
94,067
|
|
|
88,716
|
|
|
15.6
|
|
|
6.0
|
|
|||
Total revenues
|
|
1,675,639
|
|
|
1,555,342
|
|
|
1,579,215
|
|
|
7.7
|
|
|
(1.5
|
)
|
|||
Operating costs
|
|
|
|
|
|
|
|
|
|
|
||||||||
Production costs:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Wages and benefits
|
|
362,750
|
|
|
363,051
|
|
|
354,516
|
|
|
(0.1
|
)
|
|
2.4
|
|
|||
Raw materials
|
|
66,304
|
|
|
72,325
|
|
|
77,176
|
|
|
(8.3
|
)
|
|
(6.3
|
)
|
|||
Other production costs
|
|
186,352
|
|
|
192,728
|
|
|
186,120
|
|
|
(3.3
|
)
|
|
3.6
|
|
|||
Total production costs
|
|
615,406
|
|
|
628,104
|
|
|
617,812
|
|
|
(2.0
|
)
|
|
1.7
|
|
|||
Selling, general and administrative costs
|
|
810,854
|
|
|
721,083
|
|
|
713,837
|
|
|
12.4
|
|
|
1.0
|
|
|||
Depreciation and amortization
|
|
61,871
|
|
|
61,723
|
|
|
61,597
|
|
|
0.2
|
|
|
0.2
|
|
|||
Total operating costs
|
|
1,488,131
|
|
|
1,410,910
|
|
|
1,393,246
|
|
|
5.5
|
|
|
1.3
|
|
|||
Headquarters redesign and consolidation
|
|
10,090
|
|
|
—
|
|
|
—
|
|
|
*
|
|
|
*
|
|
|||
Restructuring charge
|
|
—
|
|
|
14,804
|
|
|
—
|
|
|
*
|
|
|
*
|
|
|||
Multiemployer pension plan withdrawal expense
|
|
—
|
|
|
6,730
|
|
|
9,055
|
|
|
*
|
|
|
(25.7
|
)
|
|||
Postretirement benefit plan settlement gain
|
|
(37,057
|
)
|
|
—
|
|
|
—
|
|
|
*
|
|
|
*
|
|
|||
Pension settlement expense
|
|
102,109
|
|
|
21,294
|
|
|
40,329
|
|
|
*
|
|
|
(47.2
|
)
|
|||
Operating profit
|
|
112,366
|
|
|
101,604
|
|
|
136,585
|
|
|
10.6
|
|
|
(25.6
|
)
|
|||
Gain/(loss) from joint ventures
|
|
18,641
|
|
|
(36,273
|
)
|
|
(783
|
)
|
|
*
|
|
|
*
|
|
|||
Interest expense and other, net
|
|
19,783
|
|
|
34,805
|
|
|
39,050
|
|
|
(43.2
|
)
|
|
(10.9
|
)
|
|||
Income from continuing operations before income taxes
|
|
111,224
|
|
|
30,526
|
|
|
96,752
|
|
|
*
|
|
|
(6.3
|
)
|
|||
Income tax expense
|
|
103,956
|
|
|
4,421
|
|
|
33,910
|
|
|
*
|
|
|
(87.0
|
)
|
|||
Income from continuing operations
|
|
7,268
|
|
|
26,105
|
|
|
62,842
|
|
|
(72.2
|
)
|
|
(58.5
|
)
|
|||
Loss from discontinued operations, net of income taxes
|
|
(431
|
)
|
|
(2,273
|
)
|
|
—
|
|
|
(81.0
|
)
|
|
*
|
|
|||
Net income
|
|
6,837
|
|
|
23,832
|
|
|
62,842
|
|
|
(71.3
|
)
|
|
(62.1
|
)
|
|||
Net (income)/loss attributable to the noncontrolling interest
|
|
(2,541
|
)
|
|
5,236
|
|
|
404
|
|
|
*
|
|
|
*
|
|
|||
Net income attributable to The New York Times Company common stockholders
|
|
$
|
4,296
|
|
|
$
|
29,068
|
|
|
$
|
63,246
|
|
|
(85.2
|
)
|
|
(54.0
|
)
|
|
|
Years Ended
|
|
% Change
|
||||||||||||||
(In thousands)
|
|
December 31,
2017 |
|
|
December 25,
2016 |
|
|
December 27,
2015 |
|
|
2017 vs. 2016
|
|
|
2016 vs. 2015
|
|
|||
|
|
(53 weeks)
|
|
(52 weeks)
|
|
(52 weeks)
|
|
|
|
|
||||||||
Subscription
|
|
$
|
1,008,431
|
|
|
$
|
880,543
|
|
|
$
|
851,790
|
|
|
14.5
|
|
|
3.4
|
|
Advertising
|
|
558,513
|
|
|
580,732
|
|
|
638,709
|
|
|
(3.8
|
)
|
|
(9.1
|
)
|
|||
Other
|
|
108,695
|
|
|
94,067
|
|
|
88,716
|
|
|
15.6
|
|
|
6.0
|
|
|||
Total
|
|
$
|
1,675,639
|
|
|
$
|
1,555,342
|
|
|
$
|
1,579,215
|
|
|
7.7
|
|
|
(1.5
|
)
|
|
|
Years Ended
|
|
% Change
|
||||||||||||
(In thousands)
|
|
December 31, 2017
|
|
|
December 25, 2016
|
|
|
December 27, 2015
|
|
|
2017 vs. 2016
|
|
2016 vs. 2015
|
|||
|
|
(53 weeks)
|
|
(52 weeks)
|
|
(52 weeks)
|
|
|
|
|
||||||
Digital-only subscription revenues:
|
|
|
|
|
|
|
|
|
|
|
||||||
News product subscription revenues
(1)
|
|
$
|
325,956
|
|
|
$
|
223,459
|
|
|
$
|
192,657
|
|
|
45.9
|
|
16.0
|
Other product subscription revenues
(2)
|
|
14,387
|
|
|
9,369
|
|
|
6,286
|
|
|
53.6
|
|
49.0
|
|||
Total digital-only subscription revenues
|
|
$
|
340,343
|
|
|
$
|
232,828
|
|
|
$
|
198,943
|
|
|
46.2
|
|
17.0
|
|
|
As of
|
|
% Change
|
|||||||||
(In thousands)
|
|
December 31, 2017
|
|
|
December 25, 2016
|
|
|
December 27, 2015
|
|
|
2017 vs. 2016
|
|
2016 vs. 2015
|
|
|
(53 weeks)
|
|
(52 weeks)
|
|
(52 weeks)
|
|
|
|
|
|||
Digital-only subscriptions
(1)
:
|
|
|
|
|
|
|
|
|
|
|
|||
News product subscriptions
(2)
|
|
2,231
|
|
|
1,618
|
|
|
1,094
|
|
|
37.9
|
|
47.9
|
Other product subscriptions
(3)
|
|
413
|
|
|
247
|
|
|
176
|
|
|
67.2
|
|
40.3
|
Total digital-only subscriptions
|
|
2,644
|
|
|
1,865
|
|
|
1,270
|
|
|
41.8
|
|
46.9
|
|
|
Years Ended
|
|
|
|
|
|
|
|||||||||||||||||||||||||
|
|
December 31, 2017
|
|
December 25, 2016
|
|
% Change
|
|||||||||||||||||||||||||||
|
|
(53 weeks)
|
|
(52 weeks)
|
|
|
|
|
|
|
|||||||||||||||||||||||
(In thousands)
|
|
Print
|
|
Digital
|
|
Total
|
|
Print
|
|
Digital
|
|
Total
|
|
Print
|
|
Digital
|
|
Total
|
|||||||||||||||
Display
|
|
$
|
285,679
|
|
|
$
|
198,658
|
|
|
$
|
484,337
|
|
|
$
|
335,652
|
|
|
$
|
181,545
|
|
|
$
|
517,197
|
|
|
(14.9
|
)%
|
|
9.4
|
%
|
|
(6.4
|
)%
|
Classified and Other
|
|
34,543
|
|
|
39,633
|
|
|
74,176
|
|
|
$
|
36,328
|
|
|
27,207
|
|
|
63,535
|
|
|
(4.9
|
)%
|
|
45.7
|
%
|
|
16.7
|
%
|
|||||
Total advertising
|
|
$
|
320,222
|
|
|
$
|
238,291
|
|
|
$
|
558,513
|
|
|
$
|
371,980
|
|
|
$
|
208,752
|
|
|
$
|
580,732
|
|
|
(13.9
|
)%
|
|
14.2
|
%
|
|
(3.8
|
)%
|
|
|
Years Ended
|
|
|
|
|
|
|
|||||||||||||||||||||||||
|
|
December 25, 2016
|
|
December 27, 2015
|
|
% Change
|
|||||||||||||||||||||||||||
|
|
(52 weeks)
|
|
(52 weeks)
|
|
|
|
|
|
|
|||||||||||||||||||||||
(In thousands)
|
|
Print
|
|
Digital
|
|
Total
|
|
Print
|
|
Digital
|
|
Total
|
|
Print
|
|
Digital
|
|
Total
|
|||||||||||||||
Display
|
|
$
|
335,652
|
|
|
$
|
181,545
|
|
|
$
|
517,197
|
|
|
$
|
400,596
|
|
|
$
|
178,557
|
|
|
$
|
579,153
|
|
|
(16.2
|
)%
|
|
1.7
|
%
|
|
(10.7
|
)%
|
Classified and Other
|
|
36,328
|
|
|
27,207
|
|
|
63,535
|
|
|
$
|
40,972
|
|
|
18,584
|
|
|
59,556
|
|
|
(11.3
|
)%
|
|
46.4
|
%
|
|
6.7
|
%
|
|||||
Total advertising
|
|
$
|
371,980
|
|
|
$
|
208,752
|
|
|
$
|
580,732
|
|
|
$
|
441,568
|
|
|
$
|
197,141
|
|
|
$
|
638,709
|
|
|
(15.8
|
)%
|
|
5.9
|
%
|
|
(9.1
|
)%
|
|
|
Years Ended
|
|
% Change
|
||||||||||||||
(In thousands)
|
|
December 31,
2017 |
|
|
December 25,
2016 |
|
|
December 27,
2015 |
|
|
2017 vs. 2016
|
|
|
2016 vs. 2015
|
|
|||
|
|
(53 weeks)
|
|
(52 weeks)
|
|
(52 weeks)
|
|
|
|
|
||||||||
Production costs:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Wages and benefits
|
|
$
|
362,750
|
|
|
$
|
363,051
|
|
|
$
|
354,516
|
|
|
(0.1
|
)
|
|
2.4
|
|
Raw materials
|
|
66,304
|
|
|
72,325
|
|
|
77,176
|
|
|
(8.3
|
)
|
|
(6.3
|
)
|
|||
Other production costs
|
|
186,352
|
|
|
192,728
|
|
|
186,120
|
|
|
(3.3
|
)
|
|
3.6
|
|
|||
Total production costs
|
|
615,406
|
|
|
628,104
|
|
|
617,812
|
|
|
(2.0
|
)
|
|
1.7
|
|
|||
Selling, general and administrative costs
|
|
810,854
|
|
|
721,083
|
|
|
713,837
|
|
|
12.4
|
|
|
1.0
|
|
|||
Depreciation and amortization
|
|
61,871
|
|
|
61,723
|
|
|
61,597
|
|
|
0.2
|
|
|
0.2
|
|
|||
Total operating costs
|
|
$
|
1,488,131
|
|
|
$
|
1,410,910
|
|
|
$
|
1,393,246
|
|
|
5.5
|
|
|
1.3
|
|
|
|
Years Ended
|
|||||||
|
|
December 31,
2017 |
|
|
December 25,
2016 |
|
|
December 27,
2015 |
|
|
|
(53 weeks)
|
|
(52 weeks)
|
|
(52 weeks)
|
|||
Components of operating costs as a percentage of total operating costs
|
|
|
|
|
|
|
|||
Wages and benefits
|
|
46
|
%
|
|
45
|
%
|
|
44
|
%
|
Raw materials
|
|
4
|
%
|
|
5
|
%
|
|
6
|
%
|
Other operating costs
|
|
46
|
%
|
|
46
|
%
|
|
46
|
%
|
Depreciation and amortization
|
|
4
|
%
|
|
4
|
%
|
|
4
|
%
|
Total
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
|
Years Ended
|
|||||||
|
|
December 31,
2017 |
|
|
December 25,
2016 |
|
|
December 27,
2015 |
|
|
|
(53 weeks)
|
|
(52 weeks)
|
|
(52 weeks)
|
|||
Components of operating costs as a percentage of total revenues
|
|
|
|
|
|
|
|||
Wages and benefits
|
|
40
|
%
|
|
41
|
%
|
|
39
|
%
|
Raw materials
|
|
4
|
%
|
|
5
|
%
|
|
5
|
%
|
Other operating costs
|
|
41
|
%
|
|
41
|
%
|
|
40
|
%
|
Depreciation and amortization
|
|
4
|
%
|
|
4
|
%
|
|
4
|
%
|
Total
|
|
89
|
%
|
|
91
|
%
|
|
88
|
%
|
•
|
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).
|
•
|
$102.1 million pre-tax pension settlement charges ($61.5 million after tax, or $.38 per share) in connection with the transfer of certain pension benefit obligations to insurers.
|
•
|
a $68.7 million charge ($.42 per share) primarily attributable to the remeasurement of our net deferred tax assets required as a result of recent tax legislation.
|
•
|
a $37.1 million pre-tax gain ($22.3 million after tax, or $.14 per share) primarily in connection with the settlement of contractual funding obligations for a postretirement plan.
|
•
|
a $15.3 million pre-tax net gain ($7.8 million after tax and net of noncontrolling interest, or $.05 per share) from joint ventures consisting of (i) a $30.1 million gain related to the sale of the remaining assets of Madison, (ii) an $8.4 million loss reflecting our proportionate share of Madison’s settlement of pension obligations, and (iii) a $6.4 million loss from the sale of our 49% equity interest in Malbaie.
|
•
|
a $10.1 million pre-tax charge ($6.1 million after tax, or $.04 per share) in connection with the ongoing redesign and consolidation of space in our headquarters building.
|
•
|
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.
|
•
|
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.
|
•
|
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 31,
2017 |
|
|
December 25,
2016 |
|
|
December 27,
2015 |
|
|
2017 vs. 2016
|
|
|
2016 vs. 2015
|
|
|||
|
|
(53 weeks)
|
|
(52 weeks)
|
|
(52 weeks)
|
|
|
|
|
||||||||
Diluted earnings per share from continuing operations
|
|
$
|
0.03
|
|
|
$
|
0.19
|
|
|
$
|
0.38
|
|
|
(84.2
|
%)
|
|
(50.0
|
%)
|
Add:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Severance
|
|
0.15
|
|
|
0.12
|
|
|
0.04
|
|
|
25.0
|
%
|
|
*
|
|
|||
Non-operating retirement costs
|
|
0.07
|
|
|
0.10
|
|
|
0.21
|
|
|
(30.0
|
%)
|
|
(52.4
|
%)
|
|||
Special items:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Headquarters redesign and consolidation
|
|
0.06
|
|
|
—
|
|
|
—
|
|
|
*
|
|
|
*
|
|
|||
Restructuring charge
|
|
—
|
|
|
0.09
|
|
|
—
|
|
|
*
|
|
|
*
|
|
|||
Pension settlement expense
|
|
0.62
|
|
|
0.13
|
|
|
0.24
|
|
|
*
|
|
|
(45.8
|
)%
|
|||
Multiemployer pension plan withdrawal expense
|
|
—
|
|
|
0.04
|
|
|
0.05
|
|
|
*
|
|
|
(20.0
|
)%
|
|||
Postretirement benefit plan settlement gain
|
|
(0.23
|
)
|
|
—
|
|
|
—
|
|
|
*
|
|
|
*
|
|
|||
Loss in joint ventures, net of tax and noncontrolling interest
|
|
(0.08
|
)
|
|
0.18
|
|
|
—
|
|
|
*
|
|
|
*
|
|
|||
Income tax expense of special items
|
|
(0.24
|
)
|
|
(0.26
|
)
|
|
(0.22
|
)
|
|
(7.7
|
)%
|
|
18.2
|
%
|
|||
Reduction in reserve for uncertain tax positions
|
|
—
|
|
|
(0.02
|
)
|
|
—
|
|
|
*
|
|
|
*
|
|
|||
Deferred tax asset remeasurement adjustment
|
|
0.42
|
|
|
—
|
|
|
—
|
|
|
*
|
|
|
*
|
|
|||
Adjusted diluted earnings per share from continuing operations
(1)
|
|
$
|
0.80
|
|
|
$
|
0.57
|
|
|
$
|
0.71
|
|
|
40.4
|
%
|
|
(19.7
|
)%
|
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 31,
2017 |
|
|
December 25,
2016 |
|
|
December 27,
2015 |
|
|
2017 vs. 2016
|
|
|
2016 vs. 2015
|
|
|||
|
|
(53 weeks)
|
|
(52 weeks)
|
|
(52 weeks)
|
|
|
|
|
||||||||
Operating profit
|
|
$
|
112,366
|
|
|
$
|
101,604
|
|
|
$
|
136,585
|
|
|
10.6
|
%
|
|
(25.6
|
)%
|
Add:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Depreciation & amortization
|
|
61,871
|
|
|
61,723
|
|
|
61,597
|
|
|
0.2
|
%
|
|
0.2
|
%
|
|||
Severance
|
|
23,949
|
|
|
18,829
|
|
|
7,035
|
|
|
27.2
|
%
|
|
*
|
|
|||
Non-operating retirement costs
|
|
11,152
|
|
|
15,880
|
|
|
34,383
|
|
|
(29.8
|
)%
|
|
(53.8
|
)%
|
|||
Special items:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Headquarters redesign and consolidation
|
|
10,090
|
|
|
—
|
|
|
—
|
|
|
*
|
|
|
*
|
|
|||
Restructuring charge
|
|
—
|
|
|
14,804
|
|
|
—
|
|
|
*
|
|
|
*
|
|
|||
Multiemployer pension plan withdrawal expense
|
|
—
|
|
|
6,730
|
|
|
9,055
|
|
|
*
|
|
|
(25.7
|
)%
|
|||
Postretirement benefit plan settlement gain
|
|
(37,057
|
)
|
|
—
|
|
|
—
|
|
|
*
|
|
|
*
|
|
|||
Pension settlement expense
|
|
102,109
|
|
|
21,294
|
|
|
40,329
|
|
|
*
|
|
|
(47.2
|
)%
|
|||
Adjusted operating profit
|
|
$
|
284,480
|
|
|
$
|
240,864
|
|
|
$
|
288,984
|
|
|
18.1
|
%
|
|
(16.7
|
)%
|
|
|
|
|
|
|
% Change
|
|
||||
(In thousands, except ratios)
|
|
December 31,
2017 |
|
|
December 25,
2016 |
|
|
2017 vs. 2016
|
|
||
Cash and cash equivalents
|
|
$
|
182,911
|
|
|
$
|
100,692
|
|
|
81.7
|
|
Marketable securities
|
|
550,000
|
|
|
636,834
|
|
|
(13.6
|
)
|
||
Long-term debt and capital lease obligations
|
|
250,209
|
|
|
246,978
|
|
|
1.3
|
|
||
Total New York Times Company stockholders’ equity
|
|
897,279
|
|
|
847,815
|
|
|
5.8
|
|
||
Ratios:
|
|
|
|
|
|
|
|||||
Total debt and capital lease obligations to total capitalization
|
|
21.8
|
%
|
|
22.6
|
%
|
|
|
|||
Current assets to current liabilities
|
|
1.80
|
|
|
2.00
|
|
|
|
|
|
Years Ended
|
|
% Change
|
||||||||||||||
(In thousands)
|
|
December 31,
2017 |
|
|
December 25,
2016 |
|
|
December 27,
2015 |
|
|
2017 vs. 2016
|
|
|
2016 vs. 2015
|
|
|||
Operating activities
|
|
$
|
86,712
|
|
|
$
|
103,876
|
|
|
$
|
179,075
|
|
|
(16.5
|
)
|
|
(42.0
|
)
|
Investing activities
|
|
$
|
21,019
|
|
|
$
|
128,272
|
|
|
$
|
(30,703
|
)
|
|
(83.6
|
)
|
|
*
|
|
Financing activities
|
|
$
|
(26,019
|
)
|
|
$
|
(237,024
|
)
|
|
$
|
(217,960
|
)
|
|
(89.0
|
)
|
|
8.7
|
|
|
|
Payment due in
|
||||||||||||||||||
(In thousands)
|
|
Total
|
|
2018
|
|
2019-2020
|
|
2021-2022
|
|
Later Years
|
||||||||||
Debt
(1)
|
|
$
|
303,086
|
|
|
$
|
27,554
|
|
|
$
|
275,532
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Capital leases
(2)
|
|
7,797
|
|
|
552
|
|
|
7,245
|
|
|
—
|
|
|
—
|
|
|||||
Operating leases
(2)
|
|
52,681
|
|
|
10,738
|
|
|
13,685
|
|
|
9,703
|
|
|
18,555
|
|
|||||
Benefit plans
(3)
|
|
475,546
|
|
|
52,177
|
|
|
98,159
|
|
|
94,201
|
|
|
231,009
|
|
|||||
Total
|
|
$
|
839,110
|
|
|
$
|
91,021
|
|
|
$
|
394,621
|
|
|
$
|
103,904
|
|
|
$
|
249,564
|
|
(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 2023-2027. 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 2027, 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 31,
2017 |
|
|
December 25,
2016 |
|
||
Goodwill
|
|
$
|
143,549
|
|
|
$
|
134,517
|
|
Intangibles
|
|
$
|
8,161
|
|
|
$
|
10,634
|
|
Total assets
|
|
$
|
2,099,780
|
|
|
$
|
2,185,395
|
|
Percentage of goodwill and intangibles to total assets
|
|
7
|
%
|
|
7
|
%
|
|
|
December 31, 2017
|
||||||||||
(In thousands)
|
|
Qualified
Plans
|
|
Non-Qualified
Plans
|
|
All Plans
|
||||||
Pension obligation
|
|
$
|
1,636,488
|
|
|
$
|
245,302
|
|
|
$
|
1,881,790
|
|
Fair value of plan assets
|
|
1,567,411
|
|
|
—
|
|
|
1,567,411
|
|
|||
Pension underfunded/unfunded obligation, net
|
|
$
|
(69,077
|
)
|
|
$
|
(245,302
|
)
|
|
$
|
(314,379
|
)
|
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
•
|
Our exposure to changes in interest rates relates primarily to interest earned and market value on our cash and cash equivalents, and marketable securities. Our cash and cash equivalents and marketable securities consist of cash, money market fund, certificates of deposit, U.S. Treasury securities, U.S. government agency securities, commercial paper, and corporate debt securities. Our investment policy and strategy are focused on preservation of capital and supporting our liquidity requirements. Changes in U.S. interest rates affect the interest earned on our cash and cash equivalents and marketable securities, and the market value of those securities. A hypothetical 100 basis point increase in interest rates would have resulted in a decrease of approximately $5 million in the market value of our marketable debt securities as of December 31, 2017 and December 25, 2016. Any realized gains or losses resulting from such interest rate changes would only occur if we sold the investments prior to maturity.
|
•
|
Newsprint is a commodity subject to supply and demand market conditions. The cost of raw materials, of which newsprint expense is a major component, represented approximately 4% and 5% of our total operating costs in
2017
and
2016
, respectively. Based on the number of newsprint tons consumed in
2017
and
2016
, a $10 per ton increase in newsprint prices would have resulted in additional newsprint expense of $0.9 million (pre-tax) in
2017
and
2016
.
|
•
|
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
|
Consolidated Statements of Operations for the years ended December
31, 2017, December 25, 2016 and December 27, 2015
|
|
Consolidated Statements of Comprehensive Income/(Loss) for the years ended December
31, 2017, December 25, 2016 and December 27, 2015
|
|
Consolidated Statements of Changes in Stockholders’ Equity for the years ended December
31, 2017, December 25, 2016 and December 27, 2015
|
|
Consolidated Statements of Cash Flows for the years ended December
31, 2017, December 25, 2016 and December 27, 2015
|
|
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)
|
|
December 31, 2017
|
|
|
December 25, 2016
|
|
||
Assets
|
|
|
|
|
||||
Current assets
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
182,911
|
|
|
$
|
100,692
|
|
Short-term marketable securities
|
|
308,589
|
|
|
449,535
|
|
||
Accounts receivable (net of allowances of $14,542 in 2017 and $16,815 in 2016)
|
|
184,885
|
|
|
197,355
|
|
||
Prepaid expenses
|
|
22,851
|
|
|
15,948
|
|
||
Other current assets
|
|
50,463
|
|
|
32,648
|
|
||
Total current assets
|
|
749,699
|
|
|
796,178
|
|
||
Long-term marketable securities
|
|
241,411
|
|
|
187,299
|
|
||
Investments in joint ventures
|
|
1,736
|
|
|
15,614
|
|
||
Property, plant and equipment:
|
|
|
|
|
||||
Equipment
|
|
528,111
|
|
|
523,104
|
|
||
Buildings, building equipment and improvements
|
|
674,056
|
|
|
641,383
|
|
||
Software
|
|
232,791
|
|
|
212,118
|
|
||
Land
|
|
105,710
|
|
|
105,710
|
|
||
Assets in progress
|
|
45,672
|
|
|
18,164
|
|
||
Total, at cost
|
|
1,586,340
|
|
|
1,500,479
|
|
||
Less: accumulated depreciation and amortization
|
|
(945,401
|
)
|
|
(903,736
|
)
|
||
Property, plant and equipment, net
|
|
640,939
|
|
|
596,743
|
|
||
Goodwill
|
|
143,549
|
|
|
134,517
|
|
||
Deferred income taxes
|
|
153,046
|
|
|
301,342
|
|
||
Miscellaneous assets
|
|
169,400
|
|
|
153,702
|
|
||
Total assets
|
|
$
|
2,099,780
|
|
|
$
|
2,185,395
|
|
(In thousands, except share and per share data)
|
|
December 31, 2017
|
|
|
December 25, 2016
|
|
||
Liabilities and stockholders’ equity
|
|
|
|
|
||||
Current liabilities
|
|
|
|
|
||||
Accounts payable
|
|
$
|
125,479
|
|
|
$
|
104,463
|
|
Accrued payroll and other related liabilities
|
|
104,614
|
|
|
96,463
|
|
||
Unexpired subscriptions revenue
|
|
75,054
|
|
|
66,686
|
|
||
Accrued expenses and other
|
|
110,510
|
|
|
131,125
|
|
||
Total current liabilities
|
|
415,657
|
|
|
398,737
|
|
||
Other liabilities
|
|
|
|
|
||||
Long-term debt and capital lease obligations
|
|
250,209
|
|
|
246,978
|
|
||
Pension benefits obligation
|
|
405,422
|
|
|
558,790
|
|
||
Postretirement benefits obligation
|
|
48,816
|
|
|
57,999
|
|
||
Other
|
|
82,313
|
|
|
78,647
|
|
||
Total other liabilities
|
|
786,760
|
|
|
942,414
|
|
||
Stockholders’ equity
|
|
|
|
|
||||
Common stock of $.10 par value:
|
|
|
|
|
||||
Class A – authorized: 300,000,000 shares; issued: 2017 – 170,276,449; 2016 – 169,206,879 (including treasury shares: 2017 –8,870,801; 2016 – 8,870,801)
|
|
17,028
|
|
|
16,921
|
|
||
Class B – convertible – authorized and issued shares: 2017 – 803,763; 2016 – 816,632 (including treasury shares: 2017 – none; 2016 – none)
|
|
80
|
|
|
82
|
|
||
Additional paid-in capital
|
|
164,275
|
|
|
149,928
|
|
||
Retained earnings
|
|
1,310,136
|
|
|
1,331,911
|
|
||
Common stock held in treasury, at cost
|
|
(171,211
|
)
|
|
(171,211
|
)
|
||
Accumulated other comprehensive loss, net of income taxes:
|
|
|
|
|
||||
Foreign currency translation adjustments
|
|
6,328
|
|
|
(1,822
|
)
|
||
Funded status of benefit plans
|
|
(427,819
|
)
|
|
(477,994
|
)
|
||
Unrealized loss on available-for-sale securities
|
|
(1,538
|
)
|
|
—
|
|
||
Total accumulated other comprehensive loss, net of income taxes
|
|
(423,029
|
)
|
|
(479,816
|
)
|
||
Total New York Times Company stockholders’ equity
|
|
897,279
|
|
|
847,815
|
|
||
Noncontrolling interest
|
|
84
|
|
|
(3,571
|
)
|
||
Total stockholders’ equity
|
|
897,363
|
|
|
844,244
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
2,099,780
|
|
|
$
|
2,185,395
|
|
|
|
Years Ended
|
||||||||||
(In thousands)
|
|
December 31, 2017
|
|
|
December 25, 2016
|
|
|
December 27, 2015
|
|
|||
|
|
(53 weeks)
|
|
(52 weeks)
|
|
(52 weeks)
|
||||||
Revenues
|
|
|
|
|
|
|
||||||
Subscription
|
|
$
|
1,008,431
|
|
|
$
|
880,543
|
|
|
$
|
851,790
|
|
Advertising
|
|
558,513
|
|
|
580,732
|
|
|
638,709
|
|
|||
Other
|
|
108,695
|
|
|
94,067
|
|
|
88,716
|
|
|||
Total revenues
|
|
1,675,639
|
|
|
1,555,342
|
|
|
1,579,215
|
|
|||
Operating costs
|
|
|
|
|
|
|
||||||
Production costs:
|
|
|
|
|
|
|
||||||
Wages and benefits
|
|
362,750
|
|
|
363,051
|
|
|
354,516
|
|
|||
Raw materials
|
|
66,304
|
|
|
72,325
|
|
|
77,176
|
|
|||
Other production costs
|
|
186,352
|
|
|
192,728
|
|
|
186,120
|
|
|||
Total production costs
|
|
615,406
|
|
|
628,104
|
|
|
617,812
|
|
|||
Selling, general and administrative costs
|
|
810,854
|
|
|
721,083
|
|
|
713,837
|
|
|||
Depreciation and amortization
|
|
61,871
|
|
|
61,723
|
|
|
61,597
|
|
|||
Total operating costs
|
|
1,488,131
|
|
|
1,410,910
|
|
|
1,393,246
|
|
|||
Headquarters redesign and consolidation
|
|
10,090
|
|
|
—
|
|
|
—
|
|
|||
Restructuring charge
|
|
—
|
|
|
14,804
|
|
|
—
|
|
|||
Multiemployer pension plan withdrawal expense
|
|
—
|
|
|
6,730
|
|
|
9,055
|
|
|||
Postretirement benefit plan settlement gain
|
|
(37,057
|
)
|
|
—
|
|
|
—
|
|
|||
Pension settlement expense
|
|
102,109
|
|
|
21,294
|
|
|
40,329
|
|
|||
Operating profit
|
|
112,366
|
|
|
101,604
|
|
|
136,585
|
|
|||
Gain/(loss) from joint ventures
|
|
18,641
|
|
|
(36,273
|
)
|
|
(783
|
)
|
|||
Interest expense and other, net
|
|
19,783
|
|
|
34,805
|
|
|
39,050
|
|
|||
Income from continuing operations before income taxes
|
|
111,224
|
|
|
30,526
|
|
|
96,752
|
|
|||
Income tax expense
|
|
103,956
|
|
|
4,421
|
|
|
33,910
|
|
|||
Income from continuing operations
|
|
7,268
|
|
|
26,105
|
|
|
62,842
|
|
|||
Loss from discontinued operations, net of income taxes
|
|
(431
|
)
|
|
(2,273
|
)
|
|
—
|
|
|||
Net income
|
|
6,837
|
|
|
23,832
|
|
|
62,842
|
|
|||
Net (income)/loss attributable to the noncontrolling interest
|
|
(2,541
|
)
|
|
5,236
|
|
|
404
|
|
|||
Net income attributable to The New York Times Company common stockholders
|
|
$
|
4,296
|
|
|
$
|
29,068
|
|
|
$
|
63,246
|
|
Amounts attributable to The New York Times Company common stockholders:
|
|
|
|
|
|
|
||||||
Income from continuing operations
|
|
$
|
4,727
|
|
|
$
|
31,341
|
|
|
$
|
63,246
|
|
Loss from discontinued operations, net of income taxes
|
|
(431
|
)
|
|
(2,273
|
)
|
|
—
|
|
|||
Net income
|
|
$
|
4,296
|
|
|
$
|
29,068
|
|
|
$
|
63,246
|
|
|
|
Years Ended
|
||||||||||
(In thousands, except per share data)
|
|
December 31, 2017
|
|
|
December 25, 2016
|
|
|
December 27, 2015
|
|
|||
|
|
(53 weeks)
|
|
(52 weeks)
|
|
(52 weeks)
|
||||||
Average number of common shares outstanding:
|
|
|
|
|
|
|
||||||
Basic
|
|
161,926
|
|
|
161,128
|
|
|
164,390
|
|
|||
Diluted
|
|
164,263
|
|
|
162,817
|
|
|
166,423
|
|
|||
Basic earnings per share attributable to The New York Times Company common stockholders:
|
|
|
|
|
|
|
||||||
Income from continuing operations
|
|
$
|
0.03
|
|
|
$
|
0.19
|
|
|
$
|
0.38
|
|
Loss from discontinued operations, net of income taxes
|
|
—
|
|
|
(0.01
|
)
|
|
—
|
|
|||
Net income
|
|
$
|
0.03
|
|
|
$
|
0.18
|
|
|
$
|
0.38
|
|
Diluted earnings per share attributable to The New York Times Company common stockholders:
|
|
|
|
|
|
|
||||||
Income from continuing operations
|
|
$
|
0.03
|
|
|
$
|
0.19
|
|
|
$
|
0.38
|
|
Loss from discontinued operations, net of income taxes
|
|
—
|
|
|
(0.01
|
)
|
|
—
|
|
|||
Net income
|
|
$
|
0.03
|
|
|
$
|
0.18
|
|
|
$
|
0.38
|
|
Dividends declared per share
|
|
$
|
0.16
|
|
|
$
|
0.16
|
|
|
$
|
0.16
|
|
|
|
Years Ended
|
||||||||||
(In thousands)
|
|
December 31, 2017
|
|
|
December 25, 2016
|
|
|
December 27, 2015
|
|
|||
|
|
(53 weeks)
|
|
(52 weeks)
|
|
(52 weeks)
|
||||||
Net income
|
|
$
|
6,837
|
|
|
$
|
23,832
|
|
|
$
|
62,842
|
|
Other comprehensive income/(loss), before tax:
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustments-income/(loss)
|
|
12,110
|
|
|
(3,070
|
)
|
|
(8,803
|
)
|
|||
Pension and postretirement benefits obligation
|
|
89,881
|
|
|
51,405
|
|
|
50,579
|
|
|||
Net unrealized loss on available-for-sale securities
|
|
(2,545
|
)
|
|
—
|
|
|
—
|
|
|||
Other comprehensive income, before tax
|
|
99,446
|
|
|
48,335
|
|
|
41,776
|
|
|||
Income tax expense
|
|
41,545
|
|
|
19,096
|
|
|
16,988
|
|
|||
Other comprehensive income, net of tax
|
|
57,901
|
|
|
29,239
|
|
|
24,788
|
|
|||
Comprehensive income
|
|
64,738
|
|
|
53,071
|
|
|
87,630
|
|
|||
Comprehensive (income)/loss attributable to the noncontrolling interest
|
|
(3,655
|
)
|
|
5,275
|
|
|
317
|
|
|||
Comprehensive income attributable to The New York Times Company common stockholders
|
|
$
|
61,083
|
|
|
$
|
58,346
|
|
|
$
|
87,947
|
|
(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 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 income
|
—
|
|
—
|
|
—
|
|
—
|
|
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/(loss)
|
—
|
|
—
|
|
—
|
|
—
|
|
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
|
|
|||||||||
Net income
|
—
|
|
—
|
|
4,296
|
|
—
|
|
—
|
|
4,296
|
|
2,541
|
|
6,837
|
|
|||||||||
Dividends
|
—
|
|
—
|
|
(26,071
|
)
|
—
|
|
—
|
|
(26,071
|
)
|
—
|
|
(26,071
|
)
|
|||||||||
Other comprehensive income
|
—
|
|
—
|
|
—
|
|
—
|
|
56,787
|
|
56,787
|
|
1,114
|
|
57,901
|
|
|||||||||
Issuance of shares:
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Stock options – 657,704 Class A shares
|
66
|
|
4,535
|
|
—
|
|
—
|
|
—
|
|
4,601
|
|
—
|
|
4,601
|
|
|||||||||
Restricted stock units vested – 283,116 Class A shares
|
28
|
|
(2,743
|
)
|
—
|
|
—
|
|
—
|
|
(2,715
|
)
|
—
|
|
(2,715
|
)
|
|||||||||
Performance-based awards – 115,881 Class A shares
|
11
|
|
(1,360
|
)
|
—
|
|
—
|
|
—
|
|
(1,349
|
)
|
—
|
|
(1,349
|
)
|
|||||||||
Stock-based compensation
|
—
|
|
13,915
|
|
—
|
|
—
|
|
—
|
|
13,915
|
|
—
|
|
13,915
|
|
|||||||||
Balance, December 31, 2017
|
$
|
17,108
|
|
$
|
164,275
|
|
$
|
1,310,136
|
|
$
|
(171,211
|
)
|
$
|
(423,029
|
)
|
$
|
897,279
|
|
$
|
84
|
|
$
|
897,363
|
|
|
|
Years Ended
|
||||||||||
(In thousands)
|
|
December 31, 2017
|
|
|
December 25, 2016
|
|
|
December 27, 2015
|
|
|||
Cash flows from operating activities
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
6,837
|
|
|
$
|
23,832
|
|
|
$
|
62,842
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Restructuring charge
|
|
—
|
|
|
14,804
|
|
|
—
|
|
|||
Pension settlement expense
|
|
102,109
|
|
|
21,294
|
|
|
40,329
|
|
|||
Multiemployer pension plan charges
|
|
—
|
|
|
11,701
|
|
|
9,055
|
|
|||
Depreciation and amortization
|
|
61,871
|
|
|
61,723
|
|
|
61,597
|
|
|||
Stock-based compensation expense
|
|
14,809
|
|
|
12,430
|
|
|
10,588
|
|
|||
Undistributed (income)/loss of joint ventures
|
|
(18,641
|
)
|
|
36,273
|
|
|
783
|
|
|||
Deferred income taxes
|
|
105,174
|
|
|
(13,128
|
)
|
|
(10,102
|
)
|
|||
Long-term retirement benefit obligations
|
|
(184,418
|
)
|
|
(55,228
|
)
|
|
(15,404
|
)
|
|||
Uncertain tax positions
|
|
(4,343
|
)
|
|
5,089
|
|
|
1,627
|
|
|||
Other – net
|
|
2,991
|
|
|
(564
|
)
|
|
11,494
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
||||||
Accounts receivable – net
|
|
12,470
|
|
|
9,825
|
|
|
5,510
|
|
|||
Other current assets
|
|
(30,527
|
)
|
|
1,599
|
|
|
22,141
|
|
|||
Accounts payable, accrued payroll and other liabilities
|
|
10,012
|
|
|
(32,276
|
)
|
|
(22,833
|
)
|
|||
Unexpired subscriptions
|
|
8,368
|
|
|
6,502
|
|
|
1,448
|
|
|||
Net cash provided by operating activities
|
|
86,712
|
|
|
103,876
|
|
|
179,075
|
|
|||
Cash flows from investing activities
|
|
|
|
|
|
|
||||||
Purchases of marketable securities
|
|
(466,522
|
)
|
|
(566,846
|
)
|
|
(818,865
|
)
|
|||
Maturities/disposals of marketable securities
|
|
548,461
|
|
|
725,365
|
|
|
818,262
|
|
|||
Cash distribution from corporate-owned life insurance
|
|
—
|
|
|
38,000
|
|
|
—
|
|
|||
Business acquisitions
|
|
—
|
|
|
(40,410
|
)
|
|
—
|
|
|||
(Purchases)/proceeds from investments
|
|
15,591
|
|
|
(1,955
|
)
|
|
(5,068
|
)
|
|||
Capital expenditures
|
|
(84,753
|
)
|
|
(30,095
|
)
|
|
(26,965
|
)
|
|||
Change in restricted cash
|
|
6,919
|
|
|
3,804
|
|
|
1,521
|
|
|||
Other-net
|
|
1,323
|
|
|
409
|
|
|
412
|
|
|||
Net cash provided by/(used in) investing activities
|
|
21,019
|
|
|
128,272
|
|
|
(30,703
|
)
|
|||
Cash flows from financing activities
|
|
|
|
|
|
|
||||||
Long-term obligations:
|
|
|
|
|
|
|
||||||
Repayment of debt and capital lease obligations
|
|
(552
|
)
|
|
(189,768
|
)
|
|
(223,648
|
)
|
|||
Dividends paid
|
|
(26,004
|
)
|
|
(25,897
|
)
|
|
(26,599
|
)
|
|||
Capital shares:
|
|
|
|
|
|
|
||||||
Stock issuances
|
|
4,601
|
|
|
761
|
|
|
103,026
|
|
|||
Repurchases
|
|
—
|
|
|
(15,684
|
)
|
|
(69,293
|
)
|
|||
Windfall tax benefit related to share-based payments
|
|
—
|
|
|
3,193
|
|
|
2,303
|
|
|||
Share-based compensation tax withholding
|
|
(4,064
|
)
|
|
(9,629
|
)
|
|
(3,749
|
)
|
|||
Net cash used in financing activities
|
|
(26,019
|
)
|
|
(237,024
|
)
|
|
(217,960
|
)
|
|||
Net increase/(decrease) in cash and cash equivalents
|
|
81,712
|
|
|
(4,876
|
)
|
|
(69,588
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
|
507
|
|
|
(208
|
)
|
|
(1,243
|
)
|
|||
Cash and cash equivalents at the beginning of the year
|
|
100,692
|
|
|
105,776
|
|
|
176,607
|
|
|||
Cash and cash equivalents at the end of the year
|
|
$
|
182,911
|
|
|
$
|
100,692
|
|
|
$
|
105,776
|
|
|
|
Years Ended
|
||||||||||
(In thousands)
|
|
December 31, 2017
|
|
|
December 25, 2016
|
|
|
December 27, 2015
|
|
|||
Cash payments
|
|
|
|
|
|
|
||||||
Interest, net of capitalized interest
|
|
$
|
27,732
|
|
|
$
|
39,487
|
|
|
$
|
41,449
|
|
Income tax payments – net
|
|
$
|
21,552
|
|
|
$
|
44,896
|
|
|
$
|
21,078
|
|
|
|
December 31, 2017
|
||||||||||||||
(In thousands)
|
|
Amortized Cost
|
|
Gross unrealized gains
|
|
Gross unrealized losses
|
|
Fair Value
|
||||||||
Short-term AFS securities
|
|
|
|
|
|
|
|
|
||||||||
Corporate debt securities
|
|
$
|
150,334
|
|
|
$
|
—
|
|
|
$
|
(227
|
)
|
|
$
|
150,107
|
|
U.S. Treasury securities
|
|
70,985
|
|
|
—
|
|
|
(34
|
)
|
|
70,951
|
|
||||
U.S. governmental agency securities
|
|
45,819
|
|
|
—
|
|
|
(179
|
)
|
|
45,640
|
|
||||
Certificates of deposit
|
|
9,300
|
|
|
—
|
|
|
—
|
|
|
9,300
|
|
||||
Commercial paper
|
|
32,591
|
|
|
—
|
|
|
—
|
|
|
32,591
|
|
||||
Total short-term AFS securities
|
|
$
|
309,029
|
|
|
$
|
—
|
|
|
$
|
(440
|
)
|
|
$
|
308,589
|
|
Long-term AFS securities
|
|
|
|
|
|
|
|
|
||||||||
U.S. governmental agency securities
|
|
$
|
97,798
|
|
|
$
|
—
|
|
|
$
|
(1,019
|
)
|
|
$
|
96,779
|
|
Corporate debt securities
|
|
92,687
|
|
|
—
|
|
|
(683
|
)
|
|
92,004
|
|
||||
U.S. Treasury securities
|
|
53,031
|
|
|
—
|
|
|
(403
|
)
|
|
52,628
|
|
||||
Total long-term AFS securities
|
|
$
|
243,516
|
|
|
$
|
—
|
|
|
$
|
(2,105
|
)
|
|
$
|
241,411
|
|
|
|
December 31, 2017
|
||||||||||||||||||||||
|
|
Less than 12 Months
|
|
12 Months or Greater
|
|
Total
|
||||||||||||||||||
(In thousands)
|
|
Fair Value
|
|
Gross unrealized losses
|
|
Fair Value
|
|
Gross unrealized losses
|
|
Fair Value
|
|
Gross unrealized losses
|
||||||||||||
Short-term AFS securities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Corporate debt securities
|
|
$
|
140,111
|
|
|
$
|
(199
|
)
|
|
$
|
9,996
|
|
|
$
|
(28
|
)
|
|
$
|
150,107
|
|
|
$
|
(227
|
)
|
U.S. Treasury securities
|
|
70,951
|
|
|
(34
|
)
|
|
—
|
|
|
—
|
|
|
70,951
|
|
|
(34
|
)
|
||||||
U.S. governmental agency securities
|
|
19,770
|
|
|
(50
|
)
|
|
25,870
|
|
|
(129
|
)
|
|
45,640
|
|
|
(179
|
)
|
||||||
Total short-term AFS securities
|
|
$
|
230,832
|
|
|
$
|
(283
|
)
|
|
$
|
35,866
|
|
|
$
|
(157
|
)
|
|
$
|
266,698
|
|
|
$
|
(440
|
)
|
Long-term AFS securities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. governmental agency securities
|
|
$
|
23,998
|
|
|
$
|
(125
|
)
|
|
$
|
72,781
|
|
|
$
|
(894
|
)
|
|
$
|
96,779
|
|
|
$
|
(1,019
|
)
|
Corporate debt securities
|
|
81,118
|
|
|
(579
|
)
|
|
10,886
|
|
|
(104
|
)
|
|
92,004
|
|
|
(683
|
)
|
||||||
U.S. Treasury securities
|
|
52,628
|
|
|
(403
|
)
|
|
—
|
|
|
—
|
|
|
52,628
|
|
|
(403
|
)
|
||||||
Total long-term AFS securities
|
|
$
|
157,744
|
|
|
$
|
(1,107
|
)
|
|
$
|
83,667
|
|
|
$
|
(998
|
)
|
|
$
|
241,411
|
|
|
$
|
(2,105
|
)
|
|
|
December 25, 2016
|
||
(In thousands)
|
|
Amortized Cost
|
||
Short-term HTM securities
(1)
|
|
|
||
U.S. Treasury securities
|
|
$
|
150,623
|
|
Corporate debt securities
|
|
150,599
|
|
|
U.S. governmental agency securities
|
|
64,135
|
|
|
Commercial paper
|
|
84,178
|
|
|
Total short-term HTM securities
|
|
$
|
449,535
|
|
Long-term HTM securities
(1)
|
|
|
||
U.S. governmental agency securities
|
|
$
|
110,732
|
|
Corporate debt securities
|
|
61,775
|
|
|
U.S. Treasury securities
|
|
14,792
|
|
|
Total long-term HTM securities
|
|
$
|
187,299
|
|
(In thousands)
|
|
Total Company
|
||
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
|
|
|
Measurement Period Adjustment
(1)
|
|
(198
|
)
|
|
Foreign currency translation
|
|
9,230
|
|
|
Balance as of December 31, 2017
|
|
$
|
143,549
|
|
(In thousands)
|
|
December 31, 2017
|
|
|
December 31, 2016
|
|
||
Current assets
|
|
$
|
35,764
|
|
|
$
|
3,766
|
|
Noncurrent assets
|
|
9,640
|
|
|
8,944
|
|
||
Total assets
|
|
45,404
|
|
|
12,710
|
|
||
Current liabilities
|
|
137
|
|
|
1,373
|
|
||
Noncurrent liabilities
|
|
4,070
|
|
|
29,386
|
|
||
Total liabilities
|
|
4,207
|
|
|
30,759
|
|
||
Total equity
|
|
$
|
41,197
|
|
|
$
|
(18,049
|
)
|
|
|
For the Twelve Months Ended
|
||||||||||
(In thousands)
|
|
December 31, 2017
|
|
|
December 31, 2016
|
|
|
December 31, 2015
|
|
|||
Revenues
|
|
$
|
—
|
|
|
$
|
40,523
|
|
|
$
|
133,319
|
|
Income/(Expenses):
|
|
|
|
|
|
|
||||||
Cost of sales
(1)
|
|
(13,396
|
)
|
|
(63,439
|
)
|
|
(126,292
|
)
|
|||
General and administrative income/(expense) and other
(2)
|
|
55,058
|
|
|
(62,759
|
)
|
|
(13,550
|
)
|
|||
Total income/(expense)
|
|
41,662
|
|
|
(126,198
|
)
|
|
(139,842
|
)
|
|||
Operating income/(loss)
|
|
41,662
|
|
|
(85,675
|
)
|
|
(6,523
|
)
|
|||
Other income/(expense)
|
|
18
|
|
|
2
|
|
|
689
|
|
|||
Net income/(loss)
|
|
$
|
41,680
|
|
|
$
|
(85,673
|
)
|
|
$
|
(5,834
|
)
|
(In thousands)
|
|
December 31, 2017
|
|
|
December 25, 2016
|
|
||
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%
|
|
6,596
|
|
|
9,801
|
|
||
Total option to repurchase ownership interest in headquarters building in 2019
|
|
243,404
|
|
|
240,199
|
|
||
Capital lease obligations
|
|
6,805
|
|
|
6,779
|
|
||
Total long-term debt and capital lease obligations
|
|
$
|
250,209
|
|
|
$
|
246,978
|
|
(In thousands)
|
|
Amount
|
||
2018
|
|
$
|
—
|
|
2019
|
|
250,000
|
|
|
2020
|
|
—
|
|
|
2021
|
|
—
|
|
|
2022
|
|
—
|
|
|
Thereafter
|
|
—
|
|
|
Total face amount of maturities
|
|
250,000
|
|
|
Less: Unamortized debt costs and discount
|
|
(6,596
|
)
|
|
Carrying value of debt (excludes capital leases)
|
|
$
|
243,404
|
|
(In thousands)
|
|
December 31,
2017 |
|
|
December 25,
2016 |
|
|
December 27,
2015 |
|
|||
Interest expense
|
|
$
|
27,732
|
|
|
$
|
39,487
|
|
|
$
|
41,973
|
|
Amortization of debt costs and discount on debt
|
|
3,205
|
|
|
4,897
|
|
|
4,756
|
|
|||
Capitalized interest
|
|
(1,257
|
)
|
|
(559
|
)
|
|
(338
|
)
|
|||
Interest income and other expense, net
|
|
(9,897
|
)
|
|
(9,020
|
)
|
|
(7,341
|
)
|
|||
Total interest expense and other, net
|
|
$
|
19,783
|
|
|
$
|
34,805
|
|
|
$
|
39,050
|
|
(In thousands)
|
|
December 31, 2017
|
|
December 25, 2016
(3)
|
||||||||||||||||||||||||||||
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Short-term AFS securities
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
U.S Treasury securities
|
|
$
|
70,951
|
|
|
$
|
—
|
|
|
$
|
70,951
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Corporate debt securities
|
|
150,107
|
|
|
—
|
|
|
150,107
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
U.S. governmental agency securities
|
|
45,640
|
|
|
—
|
|
|
45,640
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Certificates of deposit
|
|
9,300
|
|
|
—
|
|
|
9,300
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Commercial paper
|
|
32,591
|
|
|
—
|
|
|
32,591
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Total short-term AFS securities
|
|
$
|
308,589
|
|
|
$
|
—
|
|
|
$
|
308,589
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Long-term AFS securities
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
U.S. governmental agency securities
|
|
$
|
96,779
|
|
|
$
|
—
|
|
|
$
|
96,779
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Corporate debt securities
|
|
92,004
|
|
|
—
|
|
|
92,004
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
U.S Treasury securities
|
|
52,628
|
|
|
—
|
|
|
52,628
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Total long-term AFS securities
|
|
$
|
241,411
|
|
|
$
|
—
|
|
|
$
|
241,411
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Deferred compensation
(2)
|
|
$
|
29,526
|
|
|
$
|
29,526
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
31,006
|
|
|
$
|
31,006
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
December 31, 2017
|
|
December 25, 2016
|
|
December 27, 2015
|
||||||||||||||||||||||||
(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
|
|
$
|
9,720
|
|
$
|
79
|
|
$
|
9,799
|
|
|
$
|
8,991
|
|
$
|
143
|
|
$
|
9,134
|
|
|
$
|
11,932
|
|
$
|
157
|
|
$
|
12,089
|
|
Interest cost
|
|
60,742
|
|
7,840
|
|
68,582
|
|
|
66,293
|
|
8,172
|
|
74,465
|
|
|
74,536
|
|
10,060
|
|
84,596
|
|
|||||||||
Expected return on plan assets
|
|
(102,900
|
)
|
—
|
|
(102,900
|
)
|
|
(111,159
|
)
|
—
|
|
(111,159
|
)
|
|
(115,261
|
)
|
—
|
|
(115,261
|
)
|
|||||||||
Amortization and other costs
|
|
29,051
|
|
4,318
|
|
33,369
|
|
|
28,274
|
|
4,184
|
|
32,458
|
|
|
36,442
|
|
5,081
|
|
41,523
|
|
|||||||||
Amortization of prior service (credit)/cost
|
|
(1,945
|
)
|
—
|
|
(1,945
|
)
|
|
(1,945
|
)
|
—
|
|
(1,945
|
)
|
|
(1,945
|
)
|
—
|
|
(1,945
|
)
|
|||||||||
Effect of settlement/curtailment
|
|
102,109
|
|
—
|
|
102,109
|
|
|
21,294
|
|
(1,599
|
)
|
19,695
|
|
|
40,329
|
|
—
|
|
40,329
|
|
|||||||||
Net periodic pension cost
|
|
$
|
96,777
|
|
$
|
12,237
|
|
$
|
109,014
|
|
|
$
|
11,748
|
|
$
|
10,900
|
|
$
|
22,648
|
|
|
$
|
46,033
|
|
$
|
15,298
|
|
$
|
61,331
|
|
(In thousands)
|
|
December 31,
2017 |
|
|
December 25,
2016 |
|
|
December 27,
2015 |
|
|||
Net actuarial loss/(gain)
|
|
$
|
22,600
|
|
|
$
|
(4,289
|
)
|
|
$
|
31,044
|
|
Amortization of loss
|
|
(33,369
|
)
|
|
(32,458
|
)
|
|
(41,523
|
)
|
|||
Amortization of prior service credit
|
|
1,945
|
|
|
1,945
|
|
|
1,945
|
|
|||
Effect of curtailment
|
|
—
|
|
|
—
|
|
|
(1,264
|
)
|
|||
Effect of settlement
|
|
(102,109
|
)
|
|
(21,294
|
)
|
|
(40,329
|
)
|
|||
Total recognized in other comprehensive (income)/loss
|
|
(110,933
|
)
|
|
(56,096
|
)
|
|
(50,127
|
)
|
|||
Net periodic pension cost
|
|
109,014
|
|
|
22,648
|
|
|
61,331
|
|
|||
Total recognized in net periodic benefit cost and other comprehensive (income)/loss
|
|
$
|
(1,919
|
)
|
|
$
|
(33,448
|
)
|
|
$
|
11,204
|
|
|
|
December 31, 2017
|
|
December 25, 2016
|
||||||||||||||||||||
(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
|
|
$
|
1,798,652
|
|
|
$
|
240,399
|
|
|
$
|
2,039,051
|
|
|
$
|
1,851,910
|
|
|
$
|
247,087
|
|
|
$
|
2,098,997
|
|
Service cost
|
|
9,720
|
|
|
79
|
|
|
9,799
|
|
|
8,991
|
|
|
143
|
|
|
9,134
|
|
||||||
Interest cost
|
|
60,742
|
|
|
7,840
|
|
|
68,582
|
|
|
66,293
|
|
|
8,172
|
|
|
74,465
|
|
||||||
Plan participants’ contributions
|
|
9
|
|
|
—
|
|
|
9
|
|
|
9
|
|
|
—
|
|
|
9
|
|
||||||
Actuarial loss
|
|
142,980
|
|
|
15,342
|
|
|
158,322
|
|
|
23,994
|
|
|
2,695
|
|
|
26,689
|
|
||||||
Curtailments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,599
|
)
|
|
(1,599
|
)
|
||||||
Settlements
|
|
(269,287
|
)
|
|
—
|
|
|
(269,287
|
)
|
|
(48,413
|
)
|
|
—
|
|
|
(48,413
|
)
|
||||||
Benefits paid
|
|
(106,328
|
)
|
|
(18,510
|
)
|
|
(124,838
|
)
|
|
(104,132
|
)
|
|
(15,992
|
)
|
|
(120,124
|
)
|
||||||
Effects of change in currency conversion
|
|
—
|
|
|
152
|
|
|
152
|
|
|
—
|
|
|
(107
|
)
|
|
(107
|
)
|
||||||
Benefit obligation at end of year
|
|
1,636,488
|
|
|
245,302
|
|
|
1,881,790
|
|
|
1,798,652
|
|
|
240,399
|
|
|
2,039,051
|
|
||||||
Change in plan assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fair value of plan assets at beginning of year
|
|
1,576,760
|
|
|
—
|
|
|
1,576,760
|
|
|
1,579,356
|
|
|
—
|
|
|
1,579,356
|
|
||||||
Actual return on plan assets
|
|
238,622
|
|
|
—
|
|
|
238,622
|
|
|
142,137
|
|
|
—
|
|
|
142,137
|
|
||||||
Employer contributions
|
|
127,635
|
|
|
18,510
|
|
|
146,145
|
|
|
7,803
|
|
|
15,992
|
|
|
23,795
|
|
||||||
Plan participants’ contributions
|
|
9
|
|
|
—
|
|
|
9
|
|
|
9
|
|
|
—
|
|
|
9
|
|
||||||
Settlements
|
|
(269,287
|
)
|
|
—
|
|
|
(269,287
|
)
|
|
(48,413
|
)
|
|
—
|
|
|
(48,413
|
)
|
||||||
Benefits paid
|
|
(106,328
|
)
|
|
(18,510
|
)
|
|
(124,838
|
)
|
|
(104,132
|
)
|
|
(15,992
|
)
|
|
(120,124
|
)
|
||||||
Fair value of plan assets at end of year
|
|
1,567,411
|
|
|
—
|
|
|
1,567,411
|
|
|
1,576,760
|
|
|
—
|
|
|
1,576,760
|
|
||||||
Net amount recognized
|
|
$
|
(69,077
|
)
|
|
$
|
(245,302
|
)
|
|
$
|
(314,379
|
)
|
|
$
|
(221,892
|
)
|
|
$
|
(240,399
|
)
|
|
$
|
(462,291
|
)
|
Amount recognized in the Consolidated Balance Sheets
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Current liabilities
|
|
$
|
—
|
|
|
$
|
(16,901
|
)
|
|
$
|
(16,901
|
)
|
|
$
|
—
|
|
|
$
|
(16,818
|
)
|
|
$
|
(16,818
|
)
|
Noncurrent liabilities
|
|
(69,077
|
)
|
|
(228,401
|
)
|
|
(297,478
|
)
|
|
(221,892
|
)
|
|
(223,581
|
)
|
|
(445,473
|
)
|
||||||
Net amount recognized
|
|
$
|
(69,077
|
)
|
|
$
|
(245,302
|
)
|
|
$
|
(314,379
|
)
|
|
$
|
(221,892
|
)
|
|
$
|
(240,399
|
)
|
|
$
|
(462,291
|
)
|
Amount recognized in accumulated other comprehensive loss
|
|
|
|
|
|
|
|
|
||||||||||||||||
Actuarial loss
|
|
$
|
641,194
|
|
|
$
|
109,880
|
|
|
$
|
751,074
|
|
|
$
|
765,096
|
|
|
$
|
98,855
|
|
|
$
|
863,951
|
|
Prior service credit
|
|
(20,731
|
)
|
|
—
|
|
|
(20,731
|
)
|
|
(22,676
|
)
|
|
—
|
|
|
(22,676
|
)
|
||||||
Total
|
|
$
|
620,463
|
|
|
$
|
109,880
|
|
|
$
|
730,343
|
|
|
$
|
742,420
|
|
|
$
|
98,855
|
|
|
$
|
841,275
|
|
(In thousands)
|
|
December 31,
2017 |
|
|
December 25,
2016 |
|
||
Projected benefit obligation
|
|
$
|
1,881,790
|
|
|
$
|
2,039,051
|
|
Accumulated benefit obligation
|
|
$
|
1,874,445
|
|
|
$
|
2,034,636
|
|
Fair value of plan assets
|
|
$
|
1,567,411
|
|
|
$
|
1,576,760
|
|
|
|
December 31,
2017 |
|
|
December 25,
2016 |
|
Discount rate
|
|
3.75
|
%
|
|
4.31
|
%
|
Rate of increase in compensation levels
|
|
2.95
|
%
|
|
2.95
|
%
|
|
|
December 31,
2017 |
|
|
December 25,
2016 |
|
|
December 27,
2015 |
|
Discount rate for determining projected benefit obligation
|
|
4.31
|
%
|
|
4.60
|
%
|
|
4.05
|
%
|
Discount rate in effect for determining service cost
|
|
4.74
|
%
|
|
5.78
|
%
|
|
4.05
|
%
|
Discount rate in effect for determining interest cost
|
|
3.54
|
%
|
|
3.68
|
%
|
|
4.05
|
%
|
Rate of increase in compensation levels
|
|
2.95
|
%
|
|
2.91
|
%
|
|
2.89
|
%
|
Expected long-term rate of return on assets
|
|
6.73
|
%
|
|
7.01
|
%
|
|
7.01
|
%
|
|
|
December 31,
2017 |
|
|
December 25,
2016 |
|
Discount rate
|
|
3.67
|
%
|
|
4.17
|
%
|
Rate of increase in compensation levels
|
|
2.50
|
%
|
|
2.50
|
%
|
|
|
December 31,
2017 |
|
|
December 25,
2016 |
|
|
December 27,
2015 |
|
Discount rate for determining projected benefit obligation
|
|
4.17
|
%
|
|
4.40
|
%
|
|
3.90
|
%
|
Discount rate in effect for determining interest cost
|
|
3.39
|
%
|
|
3.44
|
%
|
|
3.90
|
%
|
Rate of increase in compensation levels
|
|
2.50
|
%
|
|
2.50
|
%
|
|
2.50
|
%
|
Asset Category
|
Percentage Range
|
|
Actual
|
|||
Public Equity
|
70%
|
-
|
90%
|
|
83
|
%
|
Growth Fixed Income
|
0%
|
-
|
15%
|
|
6
|
%
|
Alternatives
|
0%
|
-
|
15%
|
|
8
|
%
|
Cash
|
0%
|
-
|
10%
|
|
3
|
%
|
Asset Category
|
Percentage Range
|
|
Actual
|
|||
Long Duration
|
53%
|
-
|
63%
|
|
56
|
%
|
Public Equity
|
26%
|
-
|
42%
|
|
36
|
%
|
Growth Fixed Income
|
0%
|
-
|
7%
|
|
3
|
%
|
Alternatives
|
0%
|
-
|
7%
|
|
4
|
%
|
Cash
|
0%
|
-
|
5%
|
|
1
|
%
|
|
|
December 31, 2017
|
||||||||||||||||||
(In thousands)
|
|
Quoted Prices
Markets for
Identical Assets
|
|
Significant
Observable
Inputs
|
|
Significant
Unobservable
Inputs
|
|
Investment
Measured at Net
Asset Value
(3)
|
|
|
||||||||||
Asset Category
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
|
|
|
Total
|
||||||||||
Equity Securities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. Equities
|
|
$
|
65,466
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
65,466
|
|
International Equities
|
|
62,256
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
62,256
|
|
|||||
Mutual Funds
|
|
44,173
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
44,173
|
|
|||||
Registered Investment Companies
|
|
42,868
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
42,868
|
|
|||||
Common/Collective Funds
(1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
601,896
|
|
|
601,896
|
|
|||||
Fixed Income Securities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Corporate Bonds
|
|
—
|
|
|
416,201
|
|
|
—
|
|
|
—
|
|
|
416,201
|
|
|||||
U.S. Treasury and Other Government Securities
|
|
—
|
|
|
144,085
|
|
|
—
|
|
|
—
|
|
|
144,085
|
|
|||||
Group Annuity Contract
|
|
—
|
|
|
—
|
|
|
—
|
|
|
45,005
|
|
|
45,005
|
|
|||||
Municipal and Provincial Bonds
|
|
—
|
|
|
36,674
|
|
|
—
|
|
|
—
|
|
|
36,674
|
|
|||||
Government Sponsored Enterprises
(2)
|
—
|
|
|
11,364
|
|
|
—
|
|
|
—
|
|
|
11,364
|
|
||||||
Other
|
|
—
|
|
|
10,883
|
|
|
—
|
|
|
—
|
|
|
10,883
|
|
|||||
Cash and Cash Equivalents
|
|
—
|
|
|
—
|
|
|
—
|
|
|
32,352
|
|
|
32,352
|
|
|||||
Private Equity
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,289
|
|
|
20,289
|
|
|||||
Hedge Fund
|
|
—
|
|
|
—
|
|
|
—
|
|
|
33,899
|
|
|
33,899
|
|
|||||
Assets at Fair Value
|
|
214,763
|
|
|
619,207
|
|
|
—
|
|
|
733,441
|
|
|
1,567,411
|
|
|||||
Other Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|||||
Total
|
|
$
|
214,763
|
|
|
$
|
619,207
|
|
|
$
|
—
|
|
|
$
|
733,441
|
|
|
$
|
1,567,411
|
|
(1)
|
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.
|
(2)
|
Represents investments that are not backed by the full faith and credit of the U.S. government.
|
(3)
|
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 25, 2016
|
||||||||||||||||||
(In thousands)
|
|
Quoted Prices
Markets for
Identical Assets
|
|
Significant
Observable
Inputs
|
|
Significant
Unobservable
Inputs
|
|
Investment
Measured at Net
Asset Value
(3)
|
|
|
||||||||||
Asset Category
|
|
(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
(1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
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
(2)
|
—
|
|
|
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)
|
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.
|
(2)
|
Represents investments that are not backed by the full faith and credit of the U.S. government.
|
(3)
|
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
|
||||||
2018
|
|
$
|
84,216
|
|
|
$
|
17,181
|
|
|
$
|
101,397
|
|
2019
|
|
85,816
|
|
|
17,068
|
|
|
102,884
|
|
|||
2020
|
|
87,162
|
|
|
16,794
|
|
|
103,956
|
|
|||
2021
|
|
89,169
|
|
|
16,583
|
|
|
105,752
|
|
|||
2022
|
|
91,192
|
|
|
16,389
|
|
|
107,581
|
|
|||
2023-2027
(1)
|
|
479,738
|
|
|
78,560
|
|
|
558,298
|
|
(1)
|
While benefit payments under these plans are expected to continue beyond 2027, 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
|
2017
|
2016
|
2017
|
2016
|
2015
|
||||||||||
CWA/ITU Negotiated Pension Plan
|
13-6212879-001
|
Critical and Declining as of 1/01/17
|
Critical and Declining as of 1/01/16
|
Implemented
|
$
|
425
|
|
$
|
486
|
|
$
|
543
|
|
No
|
(1)
|
Newspaper and Mail Deliverers’-Publishers’ Pension Fund
|
13-6122251-001
|
Green as of 6/01/17
|
Green as of 6/01/16
|
N/A
|
995
|
|
1,040
|
|
1,038
|
|
No
|
3/30/2020
(2)
|
|||
GCIU-Employer Retirement Benefit Plan
|
91-6024903-001
|
Critical and Declining as of 1/01/17
|
Critical and Declining as of 1/01/16
|
Implemented
|
39
|
|
43
|
|
57
|
|
Yes
|
3/30/2021
(3)
|
|||
Pressmen’s Publishers’ Pension Fund
|
13-6121627-001
|
Green as of 4/01/17
|
Green as of 4/01/16
|
N/A
|
963
|
|
1,001
|
|
1,033
|
|
No
|
3/30/2021
(4)
|
|||
Paper-Handlers’-Publishers’ Pension Fund
|
13-6104795-001
|
Critical and Declining as of 4/01/17
|
Critical and Declining as of 4/01/16
|
Implemented
|
88
|
|
100
|
|
97
|
|
Yes
|
3/30/2021
(5)
|
|||
Contributions for individually significant plans
|
|
|
$
|
2,510
|
|
$
|
2,670
|
|
$
|
2,768
|
|
|
|
||
Total Contributions
|
|
|
$
|
2,510
|
|
$
|
2,670
|
|
$
|
2,768
|
|
|
|
(1)
|
There are
two
collective bargaining agreements requiring contributions to this plan: Mailers which expires March 30, 2019, and Typographers which expires March 30, 2020.
|
(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
|
12/31/2016 & 12/31/2015
(1)
|
Newspaper and Mail Deliverers’-Publishers’ Pension Fund
|
5/31/2016 & 5/31/2015
(1)
|
Pressmen’s Publisher’s Pension Fund
|
3/31/2017 & 3/31/2016
|
Paper-Handlers’-Publishers’ Pension Fund
|
3/31/2017 & 3/31/2016
|
(In thousands)
|
|
December 31,
2017 |
|
|
December 25,
2016 |
|
|
December 27,
2015 |
|
|||
Service cost
|
|
$
|
367
|
|
|
$
|
417
|
|
|
$
|
588
|
|
Interest cost
|
|
1,881
|
|
|
1,979
|
|
|
2,794
|
|
|||
Amortization and other costs
|
|
3,621
|
|
|
4,105
|
|
|
5,197
|
|
|||
Amortization of prior service credit
|
|
(7,755
|
)
|
|
(8,440
|
)
|
|
(9,495
|
)
|
|||
Effect of settlement/curtailment
(1)
|
|
(32,737
|
)
|
|
—
|
|
|
—
|
|
|||
Net periodic postretirement benefit income
|
|
$
|
(34,623
|
)
|
|
$
|
(1,939
|
)
|
|
$
|
(916
|
)
|
(In thousands)
|
|
December 31,
2017 |
|
|
December 25,
2016 |
|
|
December 27,
2015 |
|
|||
Net actuarial loss/(gain)
|
|
$
|
(6,625
|
)
|
|
$
|
28
|
|
|
$
|
(5,543
|
)
|
Prior service cost
|
|
—
|
|
|
—
|
|
|
1,145
|
|
|||
Amortization of loss
|
|
(3,621
|
)
|
|
(4,105
|
)
|
|
(5,197
|
)
|
|||
Amortization of prior service credit
|
|
7,755
|
|
|
8,440
|
|
|
9,495
|
|
|||
Effect of curtailment
|
|
6,502
|
|
|
—
|
|
|
—
|
|
|||
Effect of settlement
|
|
26,235
|
|
|
—
|
|
|
—
|
|
|||
Total recognized in other comprehensive loss/(income)
|
|
30,246
|
|
|
4,363
|
|
|
(100
|
)
|
|||
Net periodic postretirement benefit income
|
|
(34,623
|
)
|
|
(1,939
|
)
|
|
(916
|
)
|
|||
Total recognized in net periodic postretirement benefit income and other comprehensive (income)/loss
|
|
$
|
(4,377
|
)
|
|
$
|
2,424
|
|
|
$
|
(1,016
|
)
|
(In thousands)
|
|
December 31,
2017 |
|
|
December 25,
2016 |
|
||
Change in benefit obligation
|
|
|
|
|
||||
Benefit obligation at beginning of year
|
|
$
|
65,042
|
|
|
$
|
71,047
|
|
Service cost
|
|
367
|
|
|
417
|
|
||
Interest cost
|
|
1,881
|
|
|
1,979
|
|
||
Plan participants’ contributions
|
|
4,007
|
|
|
4,409
|
|
||
Actuarial loss
|
|
3,703
|
|
|
28
|
|
||
Curtailments/settlements
|
|
(10,328
|
)
|
|
—
|
|
||
Benefits paid
|
|
(10,030
|
)
|
|
(12,838
|
)
|
||
Benefit obligation at the end of year
|
|
54,642
|
|
|
65,042
|
|
||
Change in plan assets
|
|
|
|
|
||||
Fair value of plan assets at beginning of year
|
|
—
|
|
|
—
|
|
||
Employer contributions
|
|
6,023
|
|
|
8,429
|
|
||
Plan participants’ contributions
|
|
4,007
|
|
|
4,409
|
|
||
Benefits paid
|
|
(10,030
|
)
|
|
(12,838
|
)
|
||
Fair value of plan assets at end of year
|
|
—
|
|
|
—
|
|
||
Net amount recognized
|
|
$
|
(54,642
|
)
|
|
$
|
(65,042
|
)
|
Amount recognized in the Consolidated Balance Sheets
|
|
|
|
|
||||
Current liabilities
|
|
$
|
(5,826
|
)
|
|
$
|
(7,043
|
)
|
Noncurrent liabilities
|
|
(48,816
|
)
|
|
(57,999
|
)
|
||
Net amount recognized
|
|
$
|
(54,642
|
)
|
|
$
|
(65,042
|
)
|
Amount recognized in accumulated other comprehensive loss
|
|
|
|
|
||||
Actuarial loss
|
|
$
|
38,512
|
|
|
$
|
22,522
|
|
Prior service credit
|
|
(18,613
|
)
|
|
(32,870
|
)
|
||
Total
|
|
$
|
19,899
|
|
|
$
|
(10,348
|
)
|
|
|
December 31,
2017 |
|
|
December 25,
2016 |
|
Discount rate
|
|
3.46
|
%
|
|
3.94
|
%
|
Estimated increase in compensation level
|
|
3.50
|
%
|
|
3.50
|
%
|
|
|
December 31,
2017 |
|
|
December 25,
2016 |
|
|
December 27,
2015 |
|
Discount rate for determining projected benefit obligation
|
|
3.93
|
%
|
|
4.05
|
%
|
|
3.74
|
%
|
Discount rate in effect for determining service cost
|
|
4.08
|
%
|
|
4.24
|
%
|
|
3.74
|
%
|
Discount rate in effect for determining interest cost
|
|
3.21
|
%
|
|
2.96
|
%
|
|
3.74
|
%
|
Estimated increase in compensation level
|
|
3.50
|
%
|
|
3.50
|
%
|
|
3.50
|
%
|
|
|
December 31,
2017 |
|
|
December 25,
2016 |
|
Health-care cost trend rate
|
|
7.60
|
%
|
|
8.00
|
%
|
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
|
|
|
2025
|
|
|
|
One-Percentage Point
|
||||||
(In thousands)
|
|
Increase
|
|
|
Decrease
|
|
||
Effect on total service and interest cost for 2017
|
|
$
|
62
|
|
|
$
|
(53
|
)
|
Effect on accumulated postretirement benefit obligation as of December 31, 2017
|
|
$
|
2,200
|
|
|
$
|
(1,865
|
)
|
(In thousands)
|
Amount
|
|
|
2018
|
$
|
5,968
|
|
2019
|
5,589
|
|
|
2020
|
5,286
|
|
|
2021
|
4,988
|
|
|
2022
|
4,655
|
|
|
2023-2027
(1)
|
19,045
|
|
(1)
|
While benefit payments under these plans are expected to continue beyond 2027, we have presented in this table only those benefit payments estimated over the next 10 years.
|
(In thousands)
|
|
December 31,
2017 |
|
|
December 25,
2016 |
|
||
Deferred compensation
|
|
$
|
29,526
|
|
|
$
|
31,006
|
|
Other liabilities
|
|
52,787
|
|
|
47,641
|
|
||
Total
|
|
$
|
82,313
|
|
|
$
|
78,647
|
|
|
|
December 31, 2017
|
|
December 25, 2016
|
|
December 27, 2015
|
|||||||||||||||
(In thousands)
|
|
Amount
|
|
% of
Pre-tax
|
|
Amount
|
|
% of
Pre-tax
|
|
Amount
|
|
% of
Pre-tax
|
|||||||||
Tax at federal statutory rate
|
|
$
|
38,928
|
|
|
35.0
|
|
|
$
|
10,685
|
|
|
35.0
|
|
|
$
|
33,863
|
|
|
35.0
|
|
State and local taxes, net
|
|
4,800
|
|
|
4.3
|
|
|
3,095
|
|
|
10.1
|
|
|
5,093
|
|
|
5.2
|
|
|||
Effect of enacted changes in tax laws
|
|
68,747
|
|
|
61.8
|
|
|
—
|
|
|
—
|
|
|
1,801
|
|
|
1.8
|
|
|||
Reduction in uncertain tax positions
|
|
(2,277
|
)
|
|
(2.0
|
)
|
|
(4,534
|
)
|
|
(14.9
|
)
|
|
(2,545
|
)
|
|
(2.6
|
)
|
|||
Loss/(gain) on Company-owned life insurance
|
|
(1,916
|
)
|
|
(1.7
|
)
|
|
(736
|
)
|
|
(2.4
|
)
|
|
75
|
|
|
0.1
|
|
|||
Nondeductible expense, net
|
|
1,021
|
|
|
0.9
|
|
|
1,115
|
|
|
3.7
|
|
|
880
|
|
|
0.9
|
|
|||
Domestic manufacturing deduction
|
|
—
|
|
|
—
|
|
|
(1,820
|
)
|
|
(6.0
|
)
|
|
(2,651
|
)
|
|
(2.7
|
)
|
|||
Foreign Earnings and Dividends
|
|
458
|
|
|
0.4
|
|
|
(2,418
|
)
|
|
(7.9
|
)
|
|
(1,214
|
)
|
|
(1.3
|
)
|
|||
Other, net
|
|
(5,805
|
)
|
|
(5.2
|
)
|
|
(966
|
)
|
|
(3.2
|
)
|
|
(1,392
|
)
|
|
(1.4
|
)
|
|||
Income tax expense
|
|
$
|
103,956
|
|
|
93.5
|
|
|
$
|
4,421
|
|
|
14.4
|
|
|
$
|
33,910
|
|
|
35.0
|
|
(In thousands)
|
|
December 31,
2017 |
|
|
December 25,
2016 |
|
|
December 27,
2015 |
|
|||
Current tax expense/(benefit)
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
(252
|
)
|
|
$
|
22,864
|
|
|
$
|
41,199
|
|
Foreign
|
|
458
|
|
|
312
|
|
|
485
|
|
|||
State and local
|
|
350
|
|
|
(3,295
|
)
|
|
5,919
|
|
|||
Total current tax expense
|
|
556
|
|
|
19,881
|
|
|
47,603
|
|
|||
Deferred tax expense
|
|
|
|
|
|
|
||||||
Federal
|
|
105,905
|
|
|
(16,625
|
)
|
|
(14,554
|
)
|
|||
State and local
|
|
(2,505
|
)
|
|
1,165
|
|
|
861
|
|
|||
Total deferred tax expense/(benefit)
|
|
103,400
|
|
|
(15,460
|
)
|
|
(13,693
|
)
|
|||
Income tax expense/(benefit)
|
|
$
|
103,956
|
|
|
$
|
4,421
|
|
|
$
|
33,910
|
|
(In thousands)
|
|
December 31,
2017 |
|
|
December 25,
2016 |
|
||
Deferred tax assets
|
|
|
|
|
||||
Retirement, postemployment and deferred compensation plans
|
|
$
|
140,657
|
|
|
$
|
275,611
|
|
Accruals for other employee benefits, compensation, insurance and other
|
|
16,883
|
|
|
34,466
|
|
||
Accounts receivable allowances
|
|
1,391
|
|
|
2,450
|
|
||
Net operating losses
|
|
6,228
|
|
|
2,598
|
|
||
Investment in joint ventures
|
|
—
|
|
|
5,329
|
|
||
Other
|
|
30,295
|
|
|
39,943
|
|
||
Gross deferred tax assets
|
|
$
|
195,454
|
|
|
$
|
360,397
|
|
Deferred tax liabilities
|
|
|
|
|
||||
Property, plant and equipment
|
|
$
|
31,043
|
|
|
$
|
46,284
|
|
Intangible assets
|
|
7,300
|
|
|
11,975
|
|
||
Investments in joint ventures
|
|
615
|
|
|
—
|
|
||
Other
|
|
3,450
|
|
|
796
|
|
||
Gross deferred tax liabilities
|
|
42,408
|
|
|
59,055
|
|
||
Net deferred tax asset
|
|
$
|
153,046
|
|
|
$
|
301,342
|
|
(In thousands)
|
|
December 31,
2017 |
|
|
December 25,
2016 |
|
|
December 27,
2015 |
|
|||
Balance at beginning of year
|
|
$
|
10,028
|
|
|
$
|
13,941
|
|
|
$
|
16,324
|
|
Gross additions to tax positions taken during the current year
|
|
9,009
|
|
|
997
|
|
|
1,151
|
|
|||
Gross additions to tax positions taken during the prior year
|
|
103
|
|
|
—
|
|
|
282
|
|
|||
Gross reductions to tax positions taken during the prior year
|
|
(372
|
)
|
|
(3,042
|
)
|
|
(37
|
)
|
|||
Reductions from lapse of applicable statutes of limitations
|
|
(1,682
|
)
|
|
(1,868
|
)
|
|
(3,779
|
)
|
|||
Balance at end of year
|
|
$
|
17,086
|
|
|
$
|
10,028
|
|
|
$
|
13,941
|
|
|
|
December 31, 2017
|
|||||||||||
(Shares in thousands)
|
|
Options
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Contractual
Term
(Years)
|
|
Aggregate
Intrinsic
Value
$(000s)
|
|||||
Options outstanding at beginning of year
|
|
4,518
|
|
|
$
|
14
|
|
|
3
|
|
$
|
12,797
|
|
Exercised
|
|
(658
|
)
|
|
7
|
|
|
|
|
|
|||
Forfeited/Expired
|
|
(86
|
)
|
|
24
|
|
|
|
|
|
|||
Options outstanding at end of period
(1)
|
|
3,774
|
|
|
$
|
15
|
|
|
2
|
|
$
|
17,597
|
|
Options exercisable at end of period
|
|
3,774
|
|
|
$
|
15
|
|
|
2
|
|
$
|
17,597
|
|
|
|
December 31, 2017
|
|||||
(Shares in thousands)
|
|
Restricted
Stock
Units
|
|
Weighted
Average
Grant-Date
Fair Value
|
|||
Unvested stock-settled restricted stock units at beginning of period
|
|
1,008
|
|
|
$
|
14
|
|
Granted
|
|
466
|
|
|
16
|
|
|
Vested
|
|
(505
|
)
|
|
14
|
|
|
Forfeited
|
|
(83
|
)
|
|
14
|
|
|
Unvested stock-settled restricted stock units at end of period
|
|
886
|
|
|
$
|
15
|
|
Unvested stock-settled restricted stock units expected to vest at end of period
|
|
840
|
|
|
$
|
15
|
|
(Shares in thousands)
|
|
December 31,
2017 |
|
|
December 25,
2016 |
Stock options, stock–settled restricted stock units and stock-settled performance awards
|
|
|
|
|
|
Stock options and stock-settled restricted stock units
|
|
4,772
|
|
|
5,588
|
Stock-settled performance awards
(1)
|
|
2,559
|
|
|
3,159
|
Outstanding
|
|
7,331
|
|
|
8,747
|
Available
|
|
7,188
|
|
|
6,914
|
Employee Stock Purchase Plan
(2)
|
|
|
|
|
|
Available
|
|
6,410
|
|
|
6,410
|
401(k) Company stock match
(3)
|
|
|
|
|
|
Available
|
|
3,045
|
|
|
3,045
|
Total Outstanding
|
|
7,331
|
|
|
8,747
|
Total Available
|
|
16,643
|
|
|
16,369
|
(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
|
|
Net unrealized loss on available-for-sale Securities
|
|
Total Accumulated Other Comprehensive Loss
|
||||||||
Balance as of December 25, 2016
|
|
$
|
(1,822
|
)
|
|
$
|
(477,994
|
)
|
|
$
|
—
|
|
|
$
|
(479,816
|
)
|
Other comprehensive income/(loss) before reclassifications, before tax
(1)
|
|
10,810
|
|
|
(7,895
|
)
|
|
(2,545
|
)
|
|
370
|
|
||||
Amounts reclassified from accumulated other comprehensive loss, before tax
(1)
|
|
1,300
|
|
|
96,662
|
|
|
—
|
|
|
97,962
|
|
||||
Income tax (benefit)/expense
(1)
|
|
3,960
|
|
|
38,592
|
|
|
(1,007
|
)
|
|
41,545
|
|
||||
Net current-period other comprehensive (loss)/income, net of tax
|
|
8,150
|
|
|
50,175
|
|
|
(1,538
|
)
|
|
56,787
|
|
||||
Balance as of December 31, 2017
|
|
$
|
6,328
|
|
|
$
|
(427,819
|
)
|
|
$
|
(1,538
|
)
|
|
$
|
(423,029
|
)
|
(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)
|
|
$
|
(9,700
|
)
|
|
Selling, general & administrative costs
|
Amortization of actuarial loss
(1)
|
|
36,990
|
|
|
Selling, general & administrative costs
|
|
Postretirement benefit plan settlement gain
|
|
(32,737
|
)
|
|
Postretirement benefit plan settlement gain
|
|
Pension settlement charge
|
|
102,109
|
|
|
Pension settlement charge
|
|
Total reclassification, before tax
(2)
|
|
96,662
|
|
|
|
|
Income tax expense
|
|
38,592
|
|
|
Income tax expense
|
|
Total reclassification, net of tax
|
|
$
|
58,070
|
|
|
|
(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 31, 2017
.
|
(In thousands)
|
Amount
|
|
|
2018
|
$
|
10,738
|
|
2019
|
7,532
|
|
|
2020
|
6,153
|
|
|
2021
|
4,972
|
|
|
2022
|
4,731
|
|
|
Later years
|
18,555
|
|
|
Total minimum lease payments
|
$
|
52,681
|
|
(In thousands)
|
Amount
|
|
|
2018
|
$
|
552
|
|
2019
|
7,245
|
|
|
2020
|
—
|
|
|
2021
|
—
|
|
|
2022
|
—
|
|
|
Later years
|
—
|
|
|
Total minimum lease payments
|
7,797
|
|
|
Less: imputed interest
|
(992
|
)
|
|
Present value of net minimum lease payments including current maturities
|
$
|
6,805
|
|
(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 31, 2017
|
|
$
|
16,815
|
|
|
$
|
11,747
|
|
|
$
|
14,020
|
|
|
$
|
14,542
|
|
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
|
|
Valuation allowance for deferred tax assets:
|
|
|
|
|
|
|
|
|
||||||||
Year ended December 31, 2017
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Year ended December 25, 2016
|
|
$
|
36,204
|
|
|
$
|
—
|
|
|
$
|
36,204
|
|
|
$
|
—
|
|
Year ended December 27, 2015
|
|
$
|
41,136
|
|
|
$
|
—
|
|
|
$
|
4,932
|
|
|
$
|
36,204
|
|
(1)
|
Includes write-offs, net of recoveries.
|
|
2017 Quarters
|
|
|||||||||||||
(In thousands, except per share data)
|
March 26,
2017 |
|
June 25,
2017 |
|
September 24,
2017 |
|
December 31,
2017 |
|
Full Year
|
|
|||||
|
(13 weeks)
|
|
(13 weeks)
|
|
(13 weeks)
|
|
(14 weeks)
|
|
(53 weeks)
|
|
|||||
Revenues
|
$
|
398,804
|
|
$
|
407,074
|
|
$
|
385,635
|
|
$
|
484,126
|
|
$
|
1,675,639
|
|
Operating costs
|
367,393
|
|
377,420
|
|
350,080
|
|
393,238
|
|
1,488,131
|
|
|||||
Headquarters redesign and consolidation
(1)
|
2,402
|
|
1,985
|
|
2,542
|
|
3,161
|
|
10,090
|
|
|||||
Postretirement benefit plan settlement gain
(2)
|
—
|
|
—
|
|
—
|
|
(37,057
|
)
|
(37,057
|
)
|
|||||
Pension settlement expense
(3)
|
—
|
|
—
|
|
—
|
|
102,109
|
|
102,109
|
|
|||||
Operating profit
|
29,009
|
|
27,669
|
|
33,013
|
|
22,675
|
|
112,366
|
|
|||||
Gain/(loss) from joint ventures
|
173
|
|
(266
|
)
|
31,557
|
|
(12,823
|
)
|
18,641
|
|
|||||
Interest expense and other, net
|
5,325
|
|
5,133
|
|
4,660
|
|
4,665
|
|
19,783
|
|
|||||
Income from continuing operations before income taxes
|
23,857
|
|
22,270
|
|
59,910
|
|
5,187
|
|
111,224
|
|
|||||
Income tax expense
(4)
|
10,742
|
|
6,711
|
|
23,420
|
|
63,083
|
|
103,956
|
|
|||||
Income/(loss) from continuing operations
|
13,115
|
|
15,559
|
|
36,490
|
|
(57,896
|
)
|
7,268
|
|
|||||
(Loss)/income from discontinued operations, net of income taxes
|
—
|
|
—
|
|
(488
|
)
|
57
|
|
(431
|
)
|
|||||
Net income/(loss)
|
13,115
|
|
15,559
|
|
36,002
|
|
(57,839
|
)
|
6,837
|
|
|||||
Net (income)/loss attributable to the noncontrolling interest
|
66
|
|
40
|
|
(3,673
|
)
|
1,026
|
|
(2,541
|
)
|
|||||
Net income/(loss) attributable to The New York Times Company common stockholders
|
$
|
13,181
|
|
$
|
15,599
|
|
$
|
32,329
|
|
$
|
(56,813
|
)
|
$
|
4,296
|
|
Amounts attributable to The New York Times Company common stockholders:
|
|
|
|
|
|
||||||||||
Income/(loss) from continuing operations
|
$
|
13,181
|
|
$
|
15,599
|
|
$
|
32,817
|
|
$
|
(56,870
|
)
|
$
|
4,727
|
|
(Loss)/income from discontinued operations, net of income taxes
|
$
|
—
|
|
$
|
—
|
|
$
|
(488
|
)
|
$
|
57
|
|
$
|
(431
|
)
|
Net income/(loss)
|
$
|
13,181
|
|
$
|
15,599
|
|
$
|
32,329
|
|
$
|
(56,813
|
)
|
$
|
4,296
|
|
Average number of common shares outstanding:
|
|
|
|
|
|
||||||||||
Basic
|
161,402
|
|
161,787
|
|
162,173
|
|
162,311
|
|
161,926
|
|
|||||
Diluted
|
162,592
|
|
163,808
|
|
164,405
|
|
162,311
|
|
164,263
|
|
|||||
Basic earnings/(loss) per share attributable to The New York Times Company common stockholders:
|
|
|
|
|
|
||||||||||
Income/(loss) from continuing operations
|
$
|
0.08
|
|
$
|
0.10
|
|
$
|
0.20
|
|
$
|
(0.35
|
)
|
$
|
0.03
|
|
(Loss) from discontinued operations, net of income taxes
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Net income/(loss)
|
$
|
0.08
|
|
$
|
0.10
|
|
$
|
0.20
|
|
$
|
(0.35
|
)
|
$
|
0.03
|
|
Diluted earnings/(loss) per share attributable to The New York Times Company common stockholders:
|
|
|
|
|
|
||||||||||
Income/(loss) from continuing operations
|
$
|
0.08
|
|
$
|
0.09
|
|
$
|
0.20
|
|
$
|
(0.35
|
)
|
$
|
0.03
|
|
(Loss) from discontinued operations, net of income taxes
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Net income/(loss)
|
$
|
0.08
|
|
$
|
0.09
|
|
$
|
0.20
|
|
$
|
(0.35
|
)
|
$
|
0.03
|
|
Dividends declared per share
|
$
|
0.04
|
|
$
|
—
|
|
$
|
0.08
|
|
$
|
0.04
|
|
$
|
0.16
|
|
(1)
|
We recognized expenses related to the ongoing redesign and consolidation of space in our headquarters building.
|
(2)
|
We recorded a gain in the fourth quarter primarily in connection with the settlement of contractual funding obligations from a postretirement plan.
|
(3)
|
We recorded a pension settlement charge in the fourth quarter in connection with the purchase of group annuity contracts.
|
(4)
|
We recorded a
$68.7 million
charge in the fourth quarter primarily attributable to the remeasurement of our net deferred tax assets required as a result of recent tax legislation.
|
|
2016 Quarters
|
|
|||||||||||||
(In thousands, except per share data)
|
March 26, 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 expense
(2)
|
—
|
|
11,701
|
|
(4,971
|
)
|
—
|
|
6,730
|
|
|||||
Pension settlement expense
(3)
|
—
|
|
—
|
|
—
|
|
21,294
|
|
21,294
|
|
|||||
Operating (loss)/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 and other, 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
|
|
|||||
Income/(loss) from continuing operations
|
(13,586
|
)
|
(492
|
)
|
283
|
|
39,900
|
|
26,105
|
|
|||||
(Loss) from discontinued operations, net of income taxes
|
—
|
|
—
|
|
—
|
|
(2,273
|
)
|
(2,273
|
)
|
|||||
Net (loss)/income
|
(13,586
|
)
|
(492
|
)
|
283
|
|
37,627
|
|
23,832
|
|
|||||
Net income 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:
|
|
|
|
|
|
||||||||||
Income/(loss) 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.
|
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
|
7,331,057
|
|
(1)
|
$
|
14.71
|
|
(2)
|
7,187,603
|
|
(3)
|
Employee Stock Purchase Plan
|
—
|
|
|
—
|
|
|
6,409,741
|
|
(4)
|
|
Total
|
7,331,057
|
|
|
|
|
13,597,344
|
|
|
||
Equity compensation plans not approved by security holders
|
None
|
|
|
None
|
|
|
None
|
|
|
(1)
|
Includes (i) 3,773,928 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 $14.71 per share, and with a weighted-average remaining term of 2 years; (ii) 886,243 shares of Class A stock issuable upon the vesting of outstanding stock-settled restricted stock units granted under the 2010 Incentive Plan; (iii) 111,480 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) 2,559,406, 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 1,279,703.
|
(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 31, 2017
, the 2010 Incentive Plan had 7,187,603 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 31, 2017
|
|
II – Valuation and Qualifying Accounts
|
INDEX TO EXHIBITS
|
Exhibit
Number
|
|
Description of Exhibit
|
(3.1)
|
|
|
(3.2)
|
|
|
(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)
|
|
|
(10.1)
|
|
|
(10.2)
|
|
|
(10.3)
|
|
|
(10.4)
|
|
|
(10.5)
|
|
|
(10.6)
|
|
|
(10.7)
|
|
|
(10.8)
|
|
|
(10.9)
|
|
|
(10.10)
|
|
|
(10.11)
|
|
|
(10.12)
|
|
|
(10.13)
|
|
|
(10.14)
|
|
Exhibit
Number
|
|
Description of Exhibit
|
(10.15)
|
|
|
(10.16)*
|
|
|
(10.17)*
|
|
|
(10.18)
|
|
|
(10.19)
|
|
|
(10.20)
|
|
|
(10.21)
|
|
|
(10.22)
|
|
|
(10.23)
|
|
|
(10.24)
|
|
|
(10.25)
|
|
|
(10.26)
|
|
|
(10.27)
|
|
|
(21)
|
|
|
(23.1)
|
|
|
(24)
|
|
Power of Attorney (included as part of signature page).
|
(31.1)
|
|
|
(31.2)
|
|
|
(32.1)
|
|
|
(32.2)
|
|
|
(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.
|
ITEM 16. FORM 10-K SUMMARY
|
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/ Mark Thompson
|
Chief Executive Officer, President and Director
(principal executive officer)
|
February 27, 2018
|
/s/ James M. Follo
|
Executive Vice President and Chief Financial Officer
(principal financial officer)
|
February 27, 2018
|
/s/ R. Anthony Benten
|
Senior Vice President, Treasurer and Corporate Controller
(principal accounting officer)
|
February 27, 2018
|
/s/ A.G. Sulzberger
|
Publisher and Director
|
February 27, 2018
|
/s/ Arthur Sulzberger, Jr.
|
Chairman of the Board
|
February 27, 2018
|
/s/ Raul E. Cesan
|
Director
|
February 27, 2018
|
/s/ Robert E. Denham
|
Director
|
February 27, 2018
|
/s/ Rachel Glaser
|
Director
|
February 27, 2018
|
/s/ Hays N. Golden
|
Director
|
February 27, 2018
|
/s/ Steven B. Green
|
Director
|
February 27, 2018
|
/s/ Joichi Ito
|
Director
|
February 27, 2018
|
/s/ James A. Kohlberg
|
Director
|
February 27, 2018
|
/s/ Brian P. McAndrews
|
Director
|
February 27, 2018
|
/s/ Doreen A. Toben
|
Director
|
February 27, 2018
|
/s/ Rebecca Van Dyck
|
Director
|
February 27, 2018
|
Population Group
|
Number of Participants
|
Monthly Benefit Amount
|
Retirees with monthly benefits under $1,000
|
586
|
$[***]
|
1.
|
The Insurer, the Plan Sponsor as Contract-Holder, and the Plan Fiduciary and their service providers shall cooperate in good faith to agree on the final terms of the GAC. The GAC shall reflect the terms in the Specifications and Proposal, provided that in the event the Specifications and Proposal are in conflict the terms of the Proposal will control. Where legally required, the
|
2.
|
The Insurer and the Plan Sponsor as Contract-Holder shall execute the GAC within ten (10) business days after the later of (i) any required approval by the applicable state insurance regulatory authority and (ii) the payment to, or the refund from, the GAC for the final price adjustment. The Insurer shall deliver to each Participant an individual, customized Certificates no later than the later of (i) sixty (60) days following the GAC execution date and (ii) sixty (60) days after all required regulatory approvals of the Certificates have been obtained.
|
3.
|
The Insurer and Plan Sponsor shall cooperate in good faith to agree on any press release by the Insurer or the Plan Sponsor regarding the annuity purchase and the transactions contemplated by this letter; provided, however, that neither party shall issue a press release or otherwise publicly disclose the transaction(s) described in this letter unless and until the other party, in its discretion, approves such disclosure in writing which is subsequently acknowledged.
|
4.
|
In the event that a Participant, with respect to whom a benefit is provided under the GAC dies prior to January 1, 2018, the Insurer agrees to refund the premium associated with that Participant less any applicable death benefits payable in relation to a beneficiary, provided the Participant’s death is reported to Insurer no later than 180 days from the contract effective date.
|
5.
|
As described in the Proposal, the GAC will provide a premium adjustment corridor equal to [***]. Net pricing adjustments and benefits added after the Placement Date, to the extent they are reported no later than 180 days from the contract effective date, will be priced utilizing the same pricing assumptions in effect on the Placement Date. The Insurer will make or cause to be made all annuity payments to each Retired Participant, as contemplated under this Agreement and, when issued, as required under the GAC, from and after January 1, 2018 ("Benefit Commencement Date").
|
6.
|
The Plan Fiduciary shall cause the Plan Trustee to transfer cash to the Insurer as follows:
|
a.
|
As soon as practicable following the execution of this letter, the Plan Fiduciary will irrevocably direct the Plan trustee to assign, transfer and deliver to the Insurer on the Premium Transfer Date cash equal to the Premium.
|
b.
|
The cash will be delivered in accordance with the wire instructions set forth in the Proposal.
|
7.
|
The NDA between Plan Sponsor and the Insurer dated August 17th, 2017 continues to be applicable. Insurer agrees that, in addition to, and without limiting the generality of, any other confidentiality provisions contained in the NDA, if a Security Breach occurs prior with respect to Nonpublic Personal Information, as defined below, prior to the Benefit Commencement Date, then Insurer will (i) take appropriate measures to stop such Security Breach and/or correct the error, action or omission; (ii) as soon as practicable following discovery of such Security Breach report on such Security Breach to Plan Sponsor ; (iii) keep Plan Sponsor fully and timely informed regarding the effects of such Security Breach on Plan Sponsor, its data and its customers and Insurer’s plans for corrective action; (iv) periodically (or as reasonably requested by Plan Sponsor) report to Plan Sponsor the corrective action taken by Insurer in response to such
|
8.
|
The Insurer confirms that no fees, commissions or payments are or will be owed by the Plan Sponsor to any individual or entity in connection with the transactions contemplated by this Agreement.
|
9.
|
The Insurer represents and warrants that:
|
a.
|
It is a life insurance company duly organized, validly existing and in good standing under the laws of the Commonwealth of Massachusetts, is licensed to do business in the state of New York and has all requisite power and authority to enter into and carry out its obligations under this Agreement and to consummate the transactions contemplated to be undertaken by the Insurer hereunder.
|
b.
|
Following the payment of the Premium, the Insurer, and not the Plan or the Plan Sponsor (or any of their respective affiliates or representatives), shall be responsible for making the annuity payments to be paid on and after January 1, 2018 under the GAC for which such Premium is paid.
|
10.
|
Plan Sponsor, on its behalf represents and warrants that:
|
a.
|
It has all requisite power and authority to enter into and carry out its obligations under this Agreement and to consummate the transactions contemplated to be undertaken by the Plan Sponsor and the Plan hereunder;
|
b.
|
The Plan is intended to be qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code"); and
|
c.
|
It received the Proposal (including attachments thereto), reviewed it with their actuarial, financial and legal advisors and made the determination to purchase the GAC after consideration of the requirements of the Code and the Employee Retirement Income Security Act of 1974, as amended, and regulations thereunder.
|
11.
|
Plan Fiduciary, on behalf of the Plan, represents and warrants that:
|
a.
|
It has all requisite power and authority to enter into and carry out its obligations under this Agreement and to consummate the transactions contemplated to be undertaken by the Plan Sponsor and the Plan hereunder; and
|
b.
|
It received the Proposal (including attachments thereto), reviewed it with their actuarial, financial and legal advisors and made the determination to purchase the GAC after consideration of the requirements of the Code and the Employee Retirement Income Security Act of 1974, as amended, and regulations thereunder.
|
ACCEPTED AND AGREED TO:
|
|
ACCEPTED AND AGREED TO:
|
||
Massachusetts Mutual Life Insurance Company
|
|
The New York Times Company
|
||
|
|
|
|
|
By:
|
/s/ Neil Drzewiecki
|
|
By:
|
/s/ James M. Follo
|
Name:
|
Neil Drzewiecki
|
|
Name:
|
James M. Follo
|
Title:
|
Vice President & Actuary
|
|
Title:
|
EVP & CFO
|
|
|
|
|
|
ACCEPTED AND AGREED TO:
The New York Times Company
Pension Investment Committee
|
|
|
|
|
By:
|
/s/ Mehal Naik
|
|
|
|
Name:
|
Mehal Naik
|
|
|
|
Title:
|
Pension Investment Committee
|
|
|
|
Population Group
|
Number of Participants
|
Monthly Benefit Amount
|
Retirees with monthly benefits under $1,000
|
3,269
|
$[***]
|
1.
|
The Insurer, the Plan Sponsor as Contract-Holder, and the Plan Fiduciary and their service providers shall cooperate in good faith to agree on the final terms of the GAC. The GAC shall reflect the terms in the Specifications and Proposal, provided that in the event the Specifications and Proposal are in conflict the terms of the Proposal will control. Where legally required, the
|
2.
|
The Insurer and the Plan Sponsor as Contract-Holder shall execute the GAC within ten (10) business days after the later of (i) any required approval by the applicable state insurance regulatory authority and (ii) the payment to, or the refund from, the GAC for the final price adjustment. The Insurer shall deliver to each Participant an individual, customized Certificates no later than the later of (i) sixty (60) days following the GAC execution date and (ii) sixty (60) days after all required regulatory approvals of the Certificates have been obtained.
|
3.
|
The Insurer and Plan Sponsor shall cooperate in good faith to agree on any press release by the Insurer or the Plan Sponsor regarding the annuity purchase and the transactions contemplated by this letter; provided, however, that neither party shall issue a press release or otherwise publicly disclose the transaction(s) described in this letter unless and until the other party, in its discretion, approves such disclosure in writing which is subsequently acknowledged.
|
4.
|
In the event that a Participant, with respect to whom a benefit is provided under the GAC dies prior to January 1, 2018, the Insurer agrees to refund the premium associated with that Participant less any applicable death benefits payable in relation to a beneficiary, provided the Participant’s death is reported to Insurer no later than 180 days from the contract effective date.
|
5.
|
As described in the Proposal, the GAC will provide a premium adjustment corridor equal to [***]. Net pricing adjustments and benefits added after the Placement Date, to the extent they are reported no later than 180 days from the contract effective date, will be priced utilizing the same pricing assumptions in effect on the Placement Date. The Insurer will make or cause to be made all annuity payments to each Retired Participant, as contemplated under this Agreement and, when issued, as required under the GAC, from and after January 1, 2018 ("Benefit Commencement Date").
|
6.
|
The Plan Fiduciary shall cause the Plan Trustee to transfer cash to the Insurer as follows:
|
a.
|
As soon as practicable following the execution of this letter, the Plan Fiduciary will irrevocably direct the Plan trustee to assign, transfer and deliver to the Insurer on the Premium Transfer Date cash equal to the Premium.
|
b.
|
The cash will be delivered in accordance with the wire instructions set forth in the Proposal.
|
7.
|
The NDA between Plan Sponsor and the Insurer dated August 17th, 2017 continues to be applicable. Insurer agrees that, in addition to, and without limiting the generality of, any other confidentiality provisions contained in the NDA, if a Security Breach occurs prior with respect to Nonpublic Personal Information, as defined below, prior to the Benefit Commencement Date, then Insurer will (i) take appropriate measures to stop such Security Breach and/or correct the error, action or omission; (ii) as soon as practicable following discovery of such Security Breach report on such Security Breach to Plan Sponsor ; (iii) keep Plan Sponsor fully and timely informed regarding the effects of such Security Breach on Plan Sponsor, its data and its customers and Insurer’s plans for corrective action; (iv) periodically (or as reasonably requested by Plan Sponsor) report to Plan Sponsor the corrective action taken by Insurer in response to such
|
8.
|
The Insurer confirms that no fees, commissions or payments are or will be owed by the Plan Sponsor to any individual or entity in connection with the transactions contemplated by this Agreement.
|
9.
|
The Insurer represents and warrants that:
|
a.
|
It is a life insurance company duly organized, validly existing and in good standing under the laws of the Commonwealth of Massachusetts, is licensed to do business in the state of New York and has all requisite power and authority to enter into and carry out its obligations under this Agreement and to consummate the transactions contemplated to be undertaken by the Insurer hereunder.
|
b.
|
Following the payment of the Premium, the Insurer, and not the Plan or the Plan Sponsor (or any of their respective affiliates or representatives), shall be responsible for making the annuity payments to be paid on and after January 1, 2018 under the GAC for which such Premium is paid.
|
10.
|
Plan Sponsor, on its behalf represents and warrants that:
|
a.
|
It has all requisite power and authority to enter into and carry out its obligations under this Agreement and to consummate the transactions contemplated to be undertaken by the Plan Sponsor and the Plan hereunder;
|
b.
|
The Plan is intended to be qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code"); and
|
c.
|
It received the Proposal (including attachments thereto), reviewed it with their actuarial, financial and legal advisors and made the determination to purchase the GAC after consideration of the requirements of the Code and the Employee Retirement Income Security Act of 1974, as amended, and regulations thereunder.
|
11.
|
Plan Fiduciary, on behalf of the Plan, represents and warrants that:
|
a.
|
It has all requisite power and authority to enter into and carry out its obligations under this Agreement and to consummate the transactions contemplated to be undertaken by the Plan Sponsor and the Plan hereunder; and
|
b.
|
It received the Proposal (including attachments thereto), reviewed it with their actuarial, financial and legal advisors and made the determination to purchase the GAC after consideration of the requirements of the Code and the Employee Retirement Income Security Act of 1974, as amended, and regulations thereunder.
|
ACCEPTED AND AGREED TO:
|
|
ACCEPTED AND AGREED TO:
|
||
Massachusetts Mutual Life Insurance Company
|
|
The New York Times Company
|
||
|
|
|
|
|
By:
|
/s/ Neil Drzewiecki
|
|
By:
|
/s/ James M. Follo
|
Name:
|
Neil Drzewiecki
|
|
Name:
|
James M. Follo
|
Title:
|
Vice President & Actuary
|
|
Title:
|
EVP & CFO
|
|
|
|
|
|
ACCEPTED AND AGREED TO:
The New York Times Company
Pension Investment Committee
|
|
|
|
|
By:
|
/s/ Mehal Naik
|
|
|
|
Name:
|
Mehal Naik
|
|
|
|
Title:
|
Pension Investment Committee
|
|
|
|
Name of Subsidiary
|
Jurisdiction of
Incorporation or Organization |
The New York Times Company
|
New York
|
Fake Love LLC
|
Delaware
|
Hello Society, LLC
|
Delaware
|
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
|
Midtown Insurance Company
|
New York
|
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
|
Delaware
|
New York Times Limited
|
United Kingdom
|
New York Times (Zürich) GmbH
|
Switzerland
|
NYT B.V.
|
Netherlands
|
NYT France S.A.S.
|
France
|
International Herald Tribune U.S. Inc.
|
New York
|
New York Times France-Kathimerini Commercial S.A. (50%)
|
Greece
|
The Herald Tribune - Ha’aretz Partnership (50%)
|
Israel
|
NYT Germany GmbH
|
Germany
|
NYT Hong Kong Limited
|
Hong Kong
|
Beijing Shixun Zhihua Consulting Co. LTD.
|
People’s Republic of China
|
NYT Japan GK
|
Japan
|
NYT Singapore PTE. LTD.
|
Singapore
|
NYT News Bureau (India) Private Limited
|
India
|
NYT Real Estate Company LLC
|
New York
|
The New York Times Building LLC (58%)
|
New York
|
Rome Bureau S.r.l.
|
Italy
|
The New York Times Company Pty Limited
|
Australia
|
Wirecutter, Inc.
|
Delaware
|
Rule 13a-14(a)/15d-14(a) Certification
|
||||
|
||||
I, Mark Thompson, certify that:
|
||||
1.
|
I have reviewed this Annual Report on Form 10-K of The New York Times Company;
|
|||
2.
|
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;
|
|||
3.
|
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;
|
|||
4.
|
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:
|
|||
|
(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;
|
||
|
(b)
|
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;
|
||
|
(c)
|
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
|
||
|
(d)
|
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
|
||
5.
|
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):
|
|||
|
(a)
|
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
|
||
|
(b)
|
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.
|
/s/ M
ARK
T
HOMPSON
|
|
Mark Thompson
|
|
Chief Executive Officer
|
Rule 13a-14(a)/15d-14(a) Certification
|
||||
|
||||
I, James M. Follo, certify that:
|
||||
1.
|
I have reviewed this Annual Report on Form 10-K of The New York Times Company;
|
|||
2.
|
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;
|
|||
3.
|
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;
|
|||
4.
|
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:
|
|||
|
(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;
|
||
|
(b)
|
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;
|
||
|
(c)
|
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
|
||
|
(d)
|
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
|
||
5.
|
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):
|
|||
|
(a)
|
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
|
||
|
(b)
|
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.
|
/s/ J
AMES
M. F
OLLO
|
|
James M. Follo
|
|
Chief Financial Officer
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ M
ARK
T
HOMPSON
|
|
Mark Thompson
|
|
Chief Executive Officer
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ J
AMES
M. F
OLLO
|
|
James M. Follo
|
|
Chief Financial Officer
|