The New York Times Company
2015 Annual Report
TO OUR FELLOW
SHAREHOLDERS,
We are pleased with the performance of The New York Times Company in 2015. And, as we begin 2016,
we remain confident that our business is poised for success this year and in the years ahead.
Last fall we published “Our Path Forward,” a short statement of our strategic ambitions for the coming
years. Central to those ambitions is our goal of doubling our digital revenue over the next five years, and it
was very encouraging to see tangible steps toward that target in 2015. During the summer, we passed the
one million paid digital-only subscriber mark, and we ended 2015 with 1.1 million digital-only subscribers
and a total of two million total paying subscribers, more than at any point in our history.
Our strategic approach — to continue to deliver the highest quality journalism in new ways on a variety
of platforms and to deepen the engagement of users with that journalism — is paying off with new digital
subscribers coming on at a more rapid pace this year than in the two previous years. We are also committed
to building out high-value propositions for marketers in branded content, mobile, video and virtual reality.
We will continue to invest in advanced storytelling technology, like virtual reality, and in talent, both in our
newsroom and across other parts of the organization.
It was a very strong year for Times journalism with exceptional work in international news — where our
continued investment in global newsgathering enabled us to cover stories like the refugee crisis and the Paris
attacks with more depth and focus than any other news provider — as well as investigations and features.
We were honored with three Pulitzer Prizes, the highest award in journalism, and we had a total of eight
finalists. This represents one of our best performances in recent years and all of the entries demonstrated our
core strength — the most ambitious agenda-setting journalism that defines public service.
We were honored with Pulitzers for both international reporting and feature photography for our Ebola
coverage in Africa. The international reporting Pulitzer was our first that included video.
And, we received last year’s Pulitzer for investigative reporting, which went to Eric Lipton for his
extraordinary series that demonstrated how corporations influence attorneys general.
And there was much more exceptional and award-winning journalism last year.
We have already seen terrific and innovative reporting in 2016, a presidential election year and an
Olympics year. Our coverage of the Iowa caucuses broke new ground and drew in high levels of engagement
with its smartphone presentation featuring animating infographics.
As we look to 2016, we plan to reach out to new audiences at home and abroad to substantially grow the
number of the most engaged users; to further grow both our digital circulation and advertising businesses;
to develop our mobile, video and branded content businesses; and to exploit other business-to-business and
business-to-consumer opportunities.
We therefore expect to invest judiciously in growth: to develop content for targeted international
audiences and to market The Times more effectively to them; to grow our multimedia capabilities in video,
virtual reality and audio; and to further build out T Brand Studio and extend the package of services we offer
our advertising partners; as well as other initiatives. T Brand Studio has been a particular success story, with
120 campaigns launched for 70 advertisers since we started the business two years ago.
2015 ANNUAL REPORT
One of our achievements in recent years has been to combine investment in digital growth with a tight
grip on costs, and we are still determined to focus on both. Over the coming months, we will take a close
look at our existing cost base, even as we make targeted investments in our digital future. We know that
success for us depends on the quality of the journalism we offer our users here and around the world and
that we must maintain that quality. Nonetheless, we believe that alongside investment in our newsroom
and elsewhere, there is scope for further structural savings across our business.
In 2016, we plan to build on our strategy and some of the key successes of 2015. We will continue to
transform our business to meet the changing needs of our customers and a changing market. With the
support of our board and the dedication of our colleagues, we will move forward in our goals to double
our digital revenue over the next five years, grow the company’s profitability in the long term and increase
shareholder value.
At the same time, we will never forget that our success depends on the quality of our journalism
and user experience and we intend to maintain that quality for the benefit of readers in the U.S. and
around the world.
We thank you, our shareholders, for your loyal support.
Arthur O. Sulzberger Jr.
Chairman
Mark Thompson
President and C.E.O.
February 24, 2016
2015 ANNUAL REPORT
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 27, 2015
Commission file number 1-5837
THE NEW YORK TIMES COMPANY
(Exact name of registrant as specified in its charter)
New York
(State or other jurisdiction of
incorporation or organization)
620 Eighth Avenue, New York, N.Y.
(Address of principal executive offices)
13-1102020
(I.R.S. Employer
Identification No.)
10018
(Zip code)
Registrant’s telephone number, including area code: (212) 556-1234
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Class A Common Stock of $.10 par value
Name of each exchange on which registered
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: Not Applicable
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes
No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Exchange Act. Yes
No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes
No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site,
if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during
the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes
No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained
herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
Non-accelerated filer
Accelerated filer
Smaller reporting company
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes
No
The aggregate worldwide market value of Class A Common Stock held by non-affiliates, based on the closing
price on June 26, 2015, the last business day of the registrant’s most recently completed second quarter, as reported on
the New York Stock Exchange, was approximately $2.3 billion. As of such date, non-affiliates held 66,865 shares of Class
B Common Stock. There is no active market for such stock.
The number of outstanding shares of each class of the registrant’s common stock as of February 17, 2016
(exclusive of treasury shares), was as follows: 159,393,875 shares of Class A Common Stock and 816,635 shares of Class
B Common Stock.
Documents incorporated by reference
Portions of the Proxy Statement relating to the registrant’s 2016 Annual Meeting of Stockholders, to be held on
May 4, 2016, are incorporated by reference into Part III of this report.
INDEX TO THE NEW YORK TIMES COMPANY 2015 ANNUAL REPORT ON FORM 10-K
ITEM NO.
PART I
Forward-Looking Statements
Business
1
Overview
Products
Audience and Circulation
Advertising
Competition
Other Businesses
Joint Venture Investments
Print Production and Distribution
Raw Materials
Employees and Labor Relations
Available Information
1A Risk Factors
1B Unresolved Staff Comments
Properties
2
3
Legal Proceedings
4 Mine Safety Disclosures
Executive Officers of the Registrant
PART II
5 Market for the Registrant’s Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities
Selected Financial Data
6
7 Management’s Discussion and Analysis of
Financial Condition and Results of Operations
7A Quantitative and Qualitative Disclosures About Market Risk
8
9
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
9A Controls and Procedures
9B Other Information
PART III
10 Directors, Executive Officers and Corporate Governance
11
12
Executive Compensation
Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters
13 Certain Relationships and Related Transactions, and Director Independence
14
Principal Accountant Fees and Services
PART IV
15
Exhibits and Financial Statement Schedules
1
1
1
2
2
3
3
4
4
5
5
5
5
6
13
13
13
13
14
15
17
20
41
42
94
94
94
95
95
95
96
96
97
PART I
FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K, including the sections titled “Item 1A — Risk Factors” and “Item 7 —
Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains forward-looking
statements that relate to future events or our future financial performance. We may also make written and oral
forward-looking statements in our Securities and Exchange Commission (“SEC”) filings and otherwise. We have
tried, where possible, to identify such statements by using words such as “believe,” “expect,” “intend,” “estimate,”
“anticipate,” “will,” “could,” “project,” “plan” and similar expressions in connection with any discussion of future
operating or financial performance. Any forward-looking statements are and will be based upon our then-current
expectations, estimates and assumptions regarding future events and are applicable only as of the dates of such
statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of
new information, future events or otherwise.
By their nature, forward-looking statements are subject to risks and uncertainties that could cause actual results
to differ materially from those anticipated in any such statements. You should bear this in mind as you consider
forward-looking statements. Factors that we think could, individually or in the aggregate, cause our actual results to
differ materially from expected and historical results include those described in “Item 1A — Risk Factors” below, as
well as other risks and factors identified from time to time in our SEC filings.
ITEM 1. BUSINESS
OVERVIEW
The New York Times Company (the “Company”) was incorporated on August 26, 1896, under the laws of the
State of New York. The Company and its consolidated subsidiaries are referred to collectively in this Annual Report
on Form 10-K as “we,” “our” and “us.”
We are a global media organization focused on creating, collecting and distributing high-quality news and
information. Our continued commitment to premium content and journalistic excellence makes The New York Times
brand a trusted source of news and information for readers and viewers across various platforms. Recognized widely
for the quality of our reporting and content, our publications have been awarded many industry and peer accolades,
including 117 Pulitzer Prizes and citations, more than any other news organization.
The Company includes newspapers, print and digital products and investments. We have one reportable
segment with businesses that include:
• our newspapers, The New York Times (“The Times”) and the International New York Times (“INYT”);
• our websites, including NYTimes.com and international.nytimes.com;
• our mobile applications, including The Times’s core news applications, as well as interest-specific
applications such as NYT Cooking, Crossword and others;
•
related businesses, such as The Times news services division, digital archive distribution, NYT Live (our live
events business) and other products and services under The Times brand.
We generate revenues principally from circulation and advertising. Circulation revenue is derived from the sale
of subscriptions to our print, web and mobile products and single-copy sales of our print newspaper. Advertising
revenue is derived from the sale of our advertising products and services on our print, web and mobile platforms.
Revenue information for the Company appears under “Item 7 — Management’s Discussion and Analysis of Financial
Condition and Results of Operations.” Revenues, operating profit and identifiable assets of our foreign operations are
not significant.
During 2015, the Company continued to focus on our digital offerings, while also making targeted investments
in our print products. On July 30, 2015, we reached a milestone of one million paid digital-only subscribers, less than
four-and-a-half years after launching our digital pay model. In the fall, we launched a virtual reality mobile
application through which we have released a number of virtual reality films on wide-ranging topics. We also created
innovative digital advertising solutions for our mobile and other platforms and continued to expand our branded
THE NEW YORK TIMES COMPANY – P. 1
content studio. In print, we re-launched The New York Times Magazine at the beginning of the year, and launched
Men’s Style, the first new print section in The Times in a decade.
The Company sold the New England Media Group in 2013 and the Regional Media Group and the About
Group in 2012. The results of operations for these businesses have been presented as discontinued operations for all
periods presented. See Note 13 of the Notes to the Consolidated Financial Statements for additional information
regarding these discontinued operations.
PRODUCTS
The Company’s principal business consists of distributing content generated by our newsroom through our
print, web and mobile platforms. In addition, we distribute selected content on third-party platforms. The Times’s
print edition, a daily (Mon. - Sat.) and Sunday newspaper in the United States, commenced publication in 1851. The
NYTimes.com website was launched in 1996. INYT, the international edition of The Times, is tailored and edited for
global audiences. First published in 2013, INYT succeeded the International Herald Tribune, a leading daily
newspaper that commenced publishing in Paris in 1887.
Our print newspapers are sold in the United States and around the world through individual home-delivery
subscriptions, bulk subscriptions (by business, schools and other entities) and single-copy sales. All print home-
delivery subscribers receive unlimited digital access.
Since 2011, we have charged consumers for content provided on our core news websites and mobile
applications. Digital subscriptions can be purchased individually or through group corporate or group education
subscriptions. Our metered model offers users free access to a set number of articles per month and then charges
users for access to content beyond that limit. In addition, existing print and digital subscribers can, for an additional
charge, access Times Insider, a suite of exclusive online content and features.
In addition to our core news websites and mobile applications, we have developed desktop and mobile
applications that are tailored to a variety of interests, including cooking and our Crossword puzzle.
AUDIENCE AND CIRCULATION
Our content reaches a broad audience through our print, web and mobile platforms. As of December 27, 2015,
we had over two million subscriptions in 195 countries to our print and digital products.
In the United States, The Times had the largest daily and Sunday circulation of all seven-day newspapers for
the three-month period ended September 30, 2015, according to data collected by the Alliance for Audited Media
(“AAM”), an independent agency that audits circulation of most U.S. newspapers and magazines.
For the fiscal year ended December 27, 2015, The Times’s average print circulation (which includes paid and
qualified circulation of the newspaper in print) was approximately 603,700 for weekday (Monday to Friday) and
1,127,200 for Sunday. (Under AAM’s reporting guidance, qualified circulation represents copies available for
individual consumers that are either non-paid or paid by someone other than the individual, such as copies delivered
to schools and colleges and copies purchased by businesses for free distribution.)
Internationally, average circulation for INYT (which includes paid circulation of the newspaper in print and
electronic replica editions) for the fiscal years ended December 27, 2015, and December 28, 2014, was approximately
214,700 (estimated) and 219,500, respectively. These figures follow the guidance of Office de Justification de la
Diffusion, an agency based in Paris and a member of the International Federation of Audit Bureaux of Circulations
that audits the circulation of most newspapers and magazines in France. The final 2015 figure will not be available
until April 2016.
Paid subscribers to digital-only subscription packages, e-readers and replica editions totaled approximately
1,094,000 as of December 27, 2015, an increase of approximately 20% compared with December 28, 2014. This amount
includes estimated paid subscribers through our group corporate and group education subscriptions (which
collectively represent approximately 7% of total paid digital subscribers) and home-delivery subscribers who also
subscribe to Times Insider (which represent approximately 2% of total paid digital subscribers). The number of paid
subscribers through group subscriptions is derived using the value of the relevant contract and a discounted basic
subscription rate. The actual number of users who have access to our products through group subscriptions is
substantially higher.
P. 2 – THE NEW YORK TIMES COMPANY
According to comScore Media Metrix, an online audience measurement service, in 2015, NYTimes.com had a
monthly average of approximately 62 million unique visitors in the United States on either desktop/laptop computers
or mobile devices. In addition, NYTimes.com had a monthly average of approximately 13 million unique visitors on
desktop/laptop computers outside the United States.
ADVERTISING
We have a comprehensive portfolio of advertising products and services that we provide across print, web and
mobile platforms.
Our advertising revenue is divided into three main categories:
Display Advertising
Display advertising is principally from advertisers promoting products, services or brands, such as financial
institutions, movie studios, department stores, American and international fashion and technology. In print, column-
inch ads are priced according to established rates, with premiums for color and positioning. The Times had the largest
market share in 2015 in print advertising revenue among a national newspaper set that consists of USA Today, The
Wall Street Journal and The Times, according to MediaRadar, an independent agency that measures advertising sales
volume and estimates advertising revenue.
On our web and mobile platforms, display advertising comprises banners, video, rich media and other
interactive ads. Display advertising also includes branded content on The Times’s platforms. Branded content is
longer form marketing content that is distinct from the Times’s editorial content. In 2015, display advertising (print
and digital) represented approximately 91% of advertising revenues.
Classified Advertising
Classified advertising includes line ads sold in the major categories of real estate, help wanted, automotive and
other. In print, classified advertisers pay on a per-line basis. On our web and mobile platforms, classified advertisers
pay on either a per-listing basis for bundled listing packages, or as an add-on to their print ad. In 2015, classified
advertising (print and digital) represented approximately 5% of advertising revenues.
Other Advertising
Other advertising primarily includes creative services fees associated with our branded content studio;
revenues from preprinted advertising, also known as free-standing inserts; revenues generated from branded bags in
which our newspapers are delivered; and advertising revenues from our News Services business. In 2015, other
advertising (print and digital) represented approximately 4% of our advertising revenues.
Our business is affected in part by seasonal patterns in advertising, with generally higher advertising volume in
the fourth quarter due to holiday advertising.
COMPETITION
Our print, web and mobile products compete for advertising and consumers with other media in their
respective markets, including paid and free newspapers, broadcast, satellite and cable television, broadcast and
satellite radio, magazines, other forms of media and direct marketing. Competition for advertising is generally based
upon audience levels and demographics, advertising rates, service, targeting capabilities and advertising results,
while competition for consumer revenue and readership is generally based upon platform, format, content, quality,
service, timeliness and price.
The Times competes for advertising and circulation primarily with national newspapers such as The Wall Street
Journal and USA Today; newspapers of general circulation in New York City and its suburbs; other daily and weekly
newspapers and television stations and networks in markets in which The Times is circulated; and some national
news and lifestyle magazines. The international print edition competes with international sources of English-
language news, including The Wall Street Journal’s European and Asian Editions, the Financial Times, Time,
Bloomberg Business Week and The Economist.
As our industry continues to experience a shift from print to digital media, our products face competition for
audience and advertising from a wide variety of digital alternatives, such as news and other information websites and
mobile applications, news aggregation sites, sites that cover niche content, social media platforms, digital advertising
networks and exchanges, real-time bidding and other programmatic buying channels and other new forms of media.
THE NEW YORK TIMES COMPANY – P. 3
In addition, developments in methods of distribution, such as applications for mobile phones, tablets and other
devices, also increase competition for users and digital advertising revenues.
Our websites and mobile applications most directly compete for traffic and readership with other news and
information websites and mobile applications. NYTimes.com faces competition from sources such as WSJ.com,
washingtonpost.com, Google News, Yahoo! News, huffingtonpost.com, MSNBC and CNN.com. Internationally,
international.nytimes.com competes against international online sources of English-language news, including
bbc.co.uk, guardian.co.uk, ft.com, huffingtonpost.com and reuters.com.
OTHER BUSINESSES
We derive revenue from other businesses, which primarily include:
• 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 our online retail
store, product licensing, book development and rights and permissions;
• The Company’s NYT Live business, which is a platform for our live journalism and convenes thought leaders
from business, academia and government at conferences and events to discuss topics ranging from education
to sustainability to the luxury business; and
• Digital archive distribution, which licenses electronic archive databases to resellers of that information in the
business, professional and library markets.
JOINT VENTURE INVESTMENTS
We have noncontrolling ownership interests in three entities:
• 49% interest in Donahue Malbaie Inc., a Canadian newsprint company (“Malbaie”);
• 40% interest in Madison Paper Industries, a partnership operating a mill that produces supercalendered
paper, a polished paper that is higher-value grade than newsprint (“Madison”); and
• 30% interest in Women in the World, LLC, a live-event conference business.
Ownership of Malbaie is shared with the Resolute FP Canada Inc. (“Resolute Canada”), which owns the other
51%. Resolute Canada is a subsidiary of Resolute Forest Products Inc., a Delaware corporation (“Resolute”), which is
a large global manufacturer of paper, market pulp and wood products. Malbaie manufactures newsprint on the paper
machine it owns within Resolute’s paper mill in Clermont, Quebec, and is wholly dependent upon Resolute for its
pulp, which it purchases from this paper mill. In 2015, Malbaie produced approximately 218,000 metric tons of
newsprint, of which approximately 10% was sold to us.
Our Company and UPM-Kymmene Corporation, a Finnish paper manufacturing company, are partners
through subsidiary companies in Madison. The Company’s percentage ownership is through an 80%-owned
consolidated subsidiary. UPM-Kymmene owns 60% of Madison, including a 10% interest through a 20%
noncontrolling interest in the consolidated subsidiary of the Company. Madison purchases the majority of its wood
from local suppliers, mostly under long-term contracts. We purchased supercalendered paper from Madison for The
New York Times Magazine until February 2015, when we changed to a different type of paper. In 2015, Madison
produced approximately 184,000 short tons (167,000 metric tons) of supercalendered paper, of which less than 1% was
sold to us.
Malbaie and Madison are subject to comprehensive environmental protection laws, regulations and orders of
provincial, federal, state and local authorities of Canada and the United States (the “Environmental Laws”). The
Environmental Laws impose effluent and emission limitations and require Malbaie and Madison to obtain, and
operate in compliance with the conditions of, permits and other governmental authorizations (“Governmental
Authorizations”). Malbaie and Madison follow policies and operate monitoring programs designed to ensure
compliance with applicable Environmental Laws and Governmental Authorizations and to minimize exposure to
environmental liabilities. Various regulatory authorities periodically review the status of the operations of Malbaie
and Madison. Based on the foregoing, we believe that Malbaie and Madison are in substantial compliance with such
Environmental Laws and Governmental Authorizations.
P. 4 – THE NEW YORK TIMES COMPANY
These investments are accounted for under the equity method and reported in “Investments in joint ventures”
in our Consolidated Balance Sheets as of December 27, 2015. For additional information on these investments, see
“Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 5 of
the Notes to the Consolidated Financial Statements.
PRINT PRODUCTION AND DISTRIBUTION
The Times is currently printed at our production and distribution facility in College Point, N.Y., as well as under
contract at 27 remote print sites across the United States. The Times is delivered to newsstands and retail outlets in the
New York metropolitan area through a combination of third-party wholesalers and our own drivers. In other markets in
the United States and Canada, The Times is delivered through agreements with other newspapers and third-party
delivery agents.
INYT is printed under contract at 38 sites throughout the world and is sold in 131 countries and territories. INYT
is distributed through agreements with other newspapers and third-party delivery agents.
RAW MATERIALS
The primary raw materials we use are newsprint and coated paper, which we purchase from a number of North
American and European producers. A significant portion of our newsprint is purchased from Resolute.
In 2015 and 2014, we used the following types and quantities of paper:
(In metric tons)
Newsprint
Coated Paper
Supercalendered Paper(1)
2015
104,000
19,000
1,000
2014
114,000
10,000
7,000
(1) The Times used supercalendered paper for The New York Times Magazine but discontinued such use in February 2015.
EMPLOYEES AND LABOR RELATIONS
We had 3,560 full-time equivalent employees as of December 27, 2015.
As of December 27, 2015, approximately half of our full-time equivalent employees were represented by unions.
The following is a list of collective bargaining agreements covering various categories of the Company’s employees
and their corresponding expiration dates.
Employee Category
Mailers
NewsGuild of New York
Typographers
Machinists
Drivers
Paperhandlers
Pressmen
Stereotypers
Expiration Date
March 30, 2016
March 30, 2016
March 30, 2016
March 30, 2018
March 30, 2020
March 30, 2021
March 30, 2021
March 30, 2021
Approximately 120 of our full-time equivalent employees are located in France, and the terms and conditions of
employment of those employees are established by a combination of French national labor law, industry-wide
collective agreements and Company-specific agreements.
AVAILABLE INFORMATION
Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and all
amendments to those reports, and the Proxy Statement for our Annual Meeting of Stockholders are made available,
free of charge, on our website at http://www.nytco.com, as soon as reasonably practicable after such reports have
been filed with or furnished to the SEC.
THE NEW YORK TIMES COMPANY – P. 5
ITEM 1A. RISK FACTORS
You should carefully consider the risk factors described below, as well as the other information included in this
Annual Report on Form 10-K. Our business, financial condition or results of operations could be materially adversely
affected by any or all of these risks, or by other risks or uncertainties not presently known or currently deemed
immaterial, that may adversely affect us in the future.
We face significant competition in all aspects of our business.
We operate in a highly competitive environment. We compete for advertising and circulation revenue with both
traditional and new content providers. This competition has intensified as a result of the continued development of
new digital media technologies and new media providers offering online news and other content, and new
competitors could quickly emerge. Some of our current and potential competitors may have greater resources or
better competitive positions in certain areas than we do, which may allow them to respond more effectively than us to
new technologies and changes in market conditions.
Our ability to compete effectively depends on many factors both within and beyond our control, including
among others:
• our ability to continue to deliver high-quality journalism and content that is interesting and relevant to our
audience;
• our ability to develop, maintain and monetize new and existing print and digital products;
•
•
•
the pricing of our products;
the popularity, usefulness, ease of use, performance, and reliability of our digital products;
the engagement of our readers with our print and digital products;
• our ability to attract, retain, and motivate talented journalists and other employees and executives;
• 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.
Our success depends on our ability to respond and adapt to changes in technology and consumer behavior.
Technology in the media industry continues to evolve rapidly. Advances in technology have led to an increasing
number of methods for the delivery and consumption of news and other content. These developments are driving
changes in consumer behavior as consumers seek more control over how they consume content.
Changes in technology and consumer behavior pose a number of challenges that could adversely affect our
revenues and competitive position. For example, among others:
• we may be unable to develop products for mobile devices or other digital platforms that consumers find
engaging, that work with a variety of operating systems and networks and that achieve a high level of market
acceptance;
•
there may be changes in user sentiment about the quality or usefulness of our existing products or concerns
related to privacy, security or other factors;
• news aggregation websites and customized news feeds may reduce our traffic levels by creating a
disincentive for users to visit our websites or use our digital products;
•
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;
•
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; and
P. 6 – THE NEW YORK TIMES COMPANY
• we may experience challenges in creating display advertising on mobile devices that does not disrupt the user
experience.
Responding to these changes may require significant investment. We may be limited in our ability to invest
funds and resources in digital products, services or opportunities, and we may incur expense in building, maintaining
and evolving our technology infrastructure.
Unless we are able to use new and existing technologies to distinguish our products and services from those of
our competitors and develop in a timely manner compelling new products and services that engage users across
platforms, our business, financial condition and prospects may be adversely affected.
Our advertising revenues are affected by numerous factors, including economic conditions, market dynamics,
audience fragmentation and evolving digital advertising technologies.
We derive substantial revenues from the sale of advertising in our products. Advertising spending is sensitive
to overall economic conditions, and our advertising revenues could be adversely affected if advertisers respond to
weak and uneven economic conditions by reducing their budgets or shifting spending patterns or priorities, or if they
are forced to consolidate or cease operations.
In determining whether to buy advertising, our advertisers will consider the demand for our products,
demographics of our reader base, advertising rates, results observed by advertisers, and alternative advertising
options. The increasing number of digital media options available, including through social networking tools and
news aggregation websites, has expanded consumer choice significantly, resulting in audience fragmentation and
increased competition for advertising.
Print advertising revenue represented approximately 69% of our total 2015 advertising revenues. However, the
advertising industry continues to experience a shift toward digital advertising, which is less expensive and can offer
more directly measurable returns than traditional print media. Because rates for digital advertising are generally
lower than for traditional print advertising, our digital advertising revenue may not replace in full print advertising
revenue lost as a result of the shift. In addition, margins on certain of our digital advertising revenues tend to be
lower than on our print advertising revenues. Growing consumer reliance on mobile devices adds additional
pressure, as advertising rates are generally lower on mobile devices than on personal computers.
The digital advertising market continues to undergo significant changes. Digital advertising networks and
exchanges, real-time bidding and other programmatic buying channels that allow advertisers to buy audiences at
scale have led to audience fragmentation and caused downward pricing pressure. The wide range of advertising
choices across digital products and platforms and the large inventory of available digital advertising space have
exacerbated this pressure.
The character of our digital advertising business is also changing, as demand for newer advertising formats like
branded content, mobile and video advertising increases. Some of these newer formats may generate lower margins
than traditional desktop display advertising. If we are unable to effectively grow advertising revenues from these
newer formats through the development of advertising products that are compelling to both marketers and
consumers, our results of operations could be adversely affected.
In addition, technologies have been developed, and will likely continue to be developed, that enable consumers
to circumvent digital advertising on websites and mobile devices. Advertisements blocked by these technologies are
treated as not delivered and any revenue we would otherwise receive from the advertiser for that advertisement is
lost. Increased adoption of these technologies could adversely affect our advertising revenues, particularly if we are
unable to develop effective solutions to mitigate their impact.
Competition from a variety of digital media and services, many of which charge lower rates than us, and the
significant increase in inventory of digital advertising space have affected and will likely continue to affect our ability
to attract and retain advertisers and to maintain or increase our advertising rates. In addition, evolving standards for
the delivery of digital advertising, such as the industry-wide standard on viewability, could also negatively affect our
digital advertising revenues.
THE NEW YORK TIMES COMPANY – P. 7
The inability of the Company to retain and grow our subscriber base could adversely affect our results of operations
and business.
Revenue from subscriptions to our print and digital products makes up a majority of our total revenue.
Subscription revenue is sensitive to discretionary spending available to subscribers in the markets we serve, as well as
economic conditions. To the extent poor economic conditions lead consumers to reduce spending on discretionary
activities, our ability to retain current and obtain new subscribers could be hindered, thereby reducing our
subscription revenue.
In recent years, we have experienced declining print subscriptions. This is primarily due to increased
competition from digital media formats (which are often free to users), higher subscription rates and a growing
preference among certain consumers to receive all or a portion of their news from sources other than a print
newspaper. If we are unable to offset continued revenue declines resulting from falling print subscriptions with
revenue from home-delivery price increases, our print circulation revenue will be adversely affected.
Digital-only subscriptions for content provided on our websites and other digital platforms generate substantial
revenue for us. Our future growth depends upon our ability to retain and grow our digital subscription base and
audience. To do so will require us to evolve our digital subscription model, address changing consumer demands and
develop and improve our digital products while continuing to deliver high-quality journalism and content that is
interesting and relevant to our audience. There is no assurance that we will be able to successfully maintain and
increase our digital audience or that we will be able to do so without taking steps such as reducing pricing or
incurring subscription acquisition costs that would affect our margin or profitability.
Failure to execute cost-control measures successfully could adversely affect our profitability.
Over the last several years, we have taken steps to reduce operating costs across the Company, and we plan to
continue our cost management efforts. However, if we do not achieve expected savings or our operating costs increase
as a result of investments in strategic initiatives, our total operating costs would be greater than anticipated. In
addition, if we do not manage cost-reduction efforts properly, such efforts may affect the quality of our products and
therefore our ability to generate future revenues. And to the extent our cost-reduction efforts result in reductions in
staff and employee compensation and benefits, this could adversely affect our ability to attract and retain key
employees.
Significant portions of our expenses are fixed costs that neither increase nor decrease proportionately with
revenues. In addition, our ability to make short-term adjustments to manage our costs or to make changes to our
business strategy may be limited by certain of our collective bargaining agreements. If we are not able to implement
further cost-control efforts or reduce our fixed costs sufficiently in response to a decline in our revenues, our results of
operations will be adversely affected.
The underfunded status of our pension plans may adversely affect our operations, financial condition and liquidity.
We sponsor several single-employer defined benefit pension plans. Although we have frozen participation and
benefits under all but two of these qualified pension plans, our results of operations will be affected by the amount of
income or expense we record for, and the contributions we are required to make to, these plans.
We are required to make contributions to our plans to comply with minimum funding requirements imposed
by laws governing those plans. As of December 27, 2015, our qualified defined benefit pension plans were
underfunded by approximately $273 million. Our obligation to make additional contributions to our plans, and the
timing of any such contributions, depends on a number of factors, many of which are beyond our control. These
include: legislative changes; assumptions about mortality; and economic conditions, including a low interest rate
environment or sustained volatility and disruption in the stock and bond markets, which impact discount rates and
returns on plan assets.
As a result of these required contributions, we may have less cash available for working capital and other
corporate uses, which may have an adverse impact on our results of operations, financial condition and liquidity.
Our participation in multiemployer pension plans may subject us to liabilities that could materially adversely affect
our results of operations, financial condition and cash flows.
We participate in, and make periodic contributions to, various multiemployer pension plans that cover many of
our current and former union employees. Our required contributions to these plans could increase because of a
P. 8 – THE NEW YORK TIMES COMPANY
shrinking contribution base as a result of the insolvency or withdrawal of other companies that currently contribute to
these plans, the inability or failure of withdrawing companies to pay their withdrawal liability, low interest rates,
lower than expected returns on pension fund assets or other funding deficiencies. Our withdrawal liability for any
multiemployer pension plan will depend on the nature and timing of any triggering event and the extent of that
plan’s funding of vested benefits.
If a multiemployer pension plan in which we participate has significant underfunded liabilities, such
underfunding will increase the size of our potential withdrawal liability. In addition, under the Pension Protection Act
of 2006, special funding rules apply to multiemployer pension plans that are classified as “endangered,” “seriously
endangered,” or “critical” status. If plans in which we participate are in critical status, benefit reductions may apply
and/or we could be required to make additional contributions.
We have recorded significant withdrawal liabilities with respect to multiemployer pension plans in which we
formerly participated, primarily in connection with the sales of the New England and the Regional Media Groups. In
addition, we have recorded withdrawal liabilities for actual and estimated partial withdrawals from several plans in
which we continue to participate. Until demand letters from some of the multiemployer plans’ trustees are received,
the exact amount of the withdrawal liability will not be fully known and, as such, a difference from the recorded
estimate could have an adverse effect on our results of operations, financial condition and cash flows. In addition, in
the event a mass withdrawal is deemed to have occurred at any of these plans, we may be required to make
additional withdrawal liability payments under applicable law.
If, in the future, 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, additional liabilities would need to be
recorded that could have an adverse effect on our business, results of operations, financial condition or cash flows.
Security breaches and other network and information systems disruptions could affect our ability to conduct our
business effectively.
Our online systems store and process confidential subscriber, employee and other sensitive personal data, and
therefore maintaining our network security is of critical importance. We use third-party technology and systems for a
variety of operations, including encryption and authentication technology, employee email, domain name
registration, content delivery to customers, back-office support and other functions. Our systems, and those of third
parties upon which our business relies, may be vulnerable to interruption or damage that can result from natural
disasters, fires, power outages, acts of terrorism or other similar events, or from deliberate attacks such as computer
hacking, computer viruses, worms or other destructive or disruptive software, process breakdowns, denial of service
attacks, malicious social engineering or other malicious activities, or any combination of the foregoing.
We have implemented controls and taken other preventative measures designed to strengthen our systems
against attacks, including measures designed to reduce the impact of a security breach at our third-party vendors.
Although the costs of the controls and other measures we have taken to date have not had a material effect on our
financial condition, results of operations or liquidity, there can be no assurance as to the costs of additional controls
and measures that we may conclude are necessary in the future.
There can also be no assurance that the actions, measures and controls we have implemented will be effective
against future attacks or be sufficient to prevent a future security breach or other disruption to our network or
information systems, or those of our third-party providers. Such an event could result in a disruption of our services
or improper disclosure of personal data or confidential information, which could harm our reputation, require us to
expend resources to remedy such a security breach or defend against further attacks, divert management’s attention
and resources or subject us to liability under laws that protect personal data, resulting in increased operating costs or
loss of revenue.
Our international operations expose us to economic and other risks inherent in foreign operations.
We are focused on expanding the international scope of our business, and face the inherent risks associated
with doing business abroad, including:
• effectively managing and staffing foreign operations, including complying with local laws and regulations in
each different jurisdiction;
• navigating local customs and practices;
THE NEW YORK TIMES COMPANY – P. 9
• government policies and regulations that restrict the digital flow of information;
• protecting and enforcing our intellectual property 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 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.
Adverse developments in any of these areas could have an adverse impact on our business, financial condition
and results of operations. We may, for example, incur increased costs necessary to comply with existing and newly
adopted laws and regulations or penalties for any failure to comply. In addition, we have limited experience in
developing and marketing our digital products in international regions and could be at a disadvantage compared
with local and multinational competitors.
A significant number of our employees are unionized, and our business and results of operations could be adversely
affected if labor agreements were to further restrict our ability to maximize the efficiency of our operations.
Approximately half of our full-time equivalent work force is unionized. As a result, we are required to negotiate
the wages, salaries, benefits, staffing levels and other terms with many of our employees collectively. 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. 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. In addition, our ability to make adjustments to control
compensation and benefits costs, change our strategy or otherwise adapt to changing business needs may be limited
by the terms and duration of our collective bargaining agreements.
Our brand and reputation are key assets of the Company, and negative perceptions or publicity could adversely affect
our business, financial condition and results of operations.
The New York Times brand is a key asset of the Company, and our continued success depends on our ability to
preserve, grow and leverage the value of our brand. We believe that we have a powerful and trusted brand with an
excellent reputation for high-quality journalism and content. This reputation could be damaged by incidents that
erode consumer trust. Our reputation could also be damaged by failures of third-party vendors we rely on in many
contexts. To the extent consumers perceive the quality of our products to be less reliable or our reputation is damaged,
our revenues and profitability could be adversely affected.
Our business may suffer if we cannot protect our intellectual property.
Our business depends on our intellectual property, including our valuable brands, content, services and
internally developed technology. We believe our proprietary trademarks and other intellectual property rights are
important to our continued success and our competitive position. Unauthorized parties may attempt to copy or
otherwise unlawfully obtain and use our content, services, technology and other intellectual property, and we cannot
be certain that the steps we have taken to protect our proprietary rights will prevent any misappropriation or
confusion among consumers and merchants, or unauthorized use of these rights.
Advancements in technology have made the unauthorized duplication and wide dissemination of content
easier, making the enforcement of intellectual property rights more challenging. In addition, as our business and the
risk of misappropriation of our intellectual property rights have become more global in scope, we may not be able to
protect our proprietary rights in a cost-effective manner in a multitude of jurisdictions with varying laws.
If we are unable to procure, protect and enforce our intellectual property rights, including maintaining and
monetizing our intellectual property rights to our content, we may not realize the full value of these assets, and our
business and profitability may suffer. In addition, if we must litigate in the United States or elsewhere to enforce our
intellectual property rights or determine the validity and scope of the proprietary rights of others, such litigation may
be costly and divert the attention of our management. In addition, if we must take actions, including litigation, in the
P. 10 – THE NEW YORK TIMES COMPANY
United States or elsewhere to enforce our intellectual property rights or determine the validity and scope of the
proprietary rights of others, such actions may be costly and divert the attention of our management.
Legislative and regulatory developments, including with respect to privacy, could adversely affect our business.
Our business is are subject to government regulation in the jurisdictions in which we operate, and our websites,
which are available worldwide, may be subject to laws regulating the Internet even in jurisdictions where we do not
do business. We may incur increased costs necessary to comply with existing and newly adopted laws and
regulations or penalties for any failure to comply.
Revenues from our digital products could be adversely affected, directly or indirectly, in particular by existing
or future laws and regulations relating to online privacy and the collection and use of consumer data in digital media.
In addition, any failure, or perceived failure, by us to comply with our posted privacy policies or with any data-
related requirements could result in claims against us by governmental entities or others, or could require us to
change our practices, which could adversely affect our business.
We have been, and may be in the future, subject to claims of intellectual property infringement that could adversely
affect our business.
We periodically receive claims from third parties alleging infringement, misappropriation or other violations of
their intellectual property rights. These third parties often include patent holding companies seeking to monetize
patents they have purchased or otherwise obtained through asserting claims of infringement or misuse. Even if we
believe that these claims of intellectual property infringement are without merit, defending against the claims can be
time-consuming, be expensive to litigate or settle, and cause diversion of management attention.
These intellectual property infringement claims, if successful, may require us to enter into royalty or licensing
agreements on unfavorable terms, use more costly alternative technology or otherwise incur substantial monetary
liability. Additionally, these claims may require us to significantly alter certain of our operations. The occurrence of
any of these events as a result of these claims could result in substantially increased costs or otherwise adversely
affect our business.
Acquisitions, divestitures, investments and other transactions could adversely affect our costs, revenues,
profitability and financial position.
In order to position our business to take advantage of growth opportunities, we engage in discussions, evaluate
opportunities and enter into agreements for possible acquisitions, divestitures, investments and other transactions.
We may also consider the acquisition of, or investment in, specific properties, businesses or technologies that fall
outside our traditional lines of business and diversify our portfolio, including those that may operate in new and
developing industries, if we deem such properties sufficiently attractive.
Acquisitions involve significant risks, including difficulties in integrating acquired operations, diversion of
management resources, debt incurred in financing these acquisitions (including the related possible reduction in our
credit ratings and increase in our cost of borrowing), differing levels of management and internal control effectiveness
at the acquired entities and other unanticipated problems and liabilities. Competition for certain types of acquisitions,
particularly digital properties, is significant. Even if successfully negotiated, closed and integrated, certain
acquisitions or investments may prove not to advance our business strategy and may fall short of expected return on
investment targets, which would adversely affect our business, results of operations and financial condition.
We have made investments in companies, and we may make similar investments in the future. Investments in
these businesses subject us to the operating and financial risks of these businesses and to the risk that we do not have
sole control over the operations of these businesses. For example, our investments in Malbaie and Madison subject us
to risks related to paper mill operations, including existing pricing pressure caused by the declining demand for
paper, and competitive pressures caused by currency volatility. The significant decline in the value of the Canadian
dollar relative to the U.S. dollar has placed Madison, which is based in Maine, at a competitive disadvantage to
supercalendered paper mills that operate in Canada and sell to the United States.
Our investments are generally illiquid and the absence of a market may inhibit our ability to dispose of them. In
addition, if the book value of an investment were to exceed its fair value, we would be required to recognize an
impairment charge related to the investment.
THE NEW YORK TIMES COMPANY – P. 11
A significant increase in the price of newsprint, or significant disruptions in our newsprint supply chain, would have
an adverse effect on our operating results.
The cost of raw materials, of which newsprint is the major component, represented approximately 6% of our
total operating costs in 2015. The price of newsprint has historically been volatile and, while it has decreased over the
last several years, may increase as a result of various factors, including a reduction in the number of suppliers due to
restructurings, bankruptcies and consolidations; declining newsprint supply as a result of paper mill closures and
conversions to other grades of paper; and other factors that adversely impact supplier profitability, including
increases in operating expenses caused by raw material and energy costs, and currency volatility.
In addition, we rely on our suppliers for deliveries of newsprint. The availability of our newsprint supply may
be affected by various factors, including labor unrest, transportation issues and other disruptions that may affect
deliveries of newsprint.
If newsprint prices increase significantly or we experience significant disruptions in the availability of our
newsprint supply in the future, our operating results will be adversely affected.
Our debt agreements contain restrictions that limit our flexibility in operating our business.
Our debt agreements contain various covenants that limit our flexibility in operating our businesses, including
our ability to engage in specified types of transactions. Subject to certain exceptions, these covenants restrict our
ability and the ability of our subsidiaries to, among other things:
•
incur or guarantee additional debt or issue certain preferred equity;
• pay dividends on or make distributions to holders of our common stock or make other restricted payments;
•
create or incur liens on certain assets to secure debt;
• make certain investments, acquisitions or dispositions;
•
consolidate, merge, sell or otherwise dispose of all or substantially all of our assets; and
• enter into certain transactions with affiliates.
Our credit ratings, as well as general macroeconomic conditions, may affect our liquidity by increasing borrowing
costs and limiting our financing options.
Our long-term debt is currently rated below investment grade by Standard & Poor’s and Moody’s Investors
Service. If our credit ratings remain below investment grade or are lowered further, borrowing costs for future long-
term debt or short-term borrowing facilities may increase and our financing options, including our access to the
unsecured borrowing market, would be limited. We may also be subject to additional restrictive covenants that would
reduce our flexibility.
In addition, macroeconomic conditions, such as continued or increased volatility or disruption in the credit
markets, could adversely affect our ability to refinance existing debt or obtain additional financing to support
operations or to fund new acquisitions or other capital-intensive initiatives.
Our Class B Common Stock is principally held by descendants of Adolph S. Ochs, through a family trust, and this
control could create conflicts of interest or inhibit potential changes of control.
We have two classes of stock: Class A Common Stock and Class B Common Stock. Holders of Class A Common
Stock are entitled to elect 30% of the Board of Directors and to vote, with holders of Class B Common Stock, on the
reservation of shares for equity grants, certain material acquisitions and the ratification of the selection of our
auditors. Holders of Class B Common Stock are entitled to elect the remainder of the Board of Directors and to vote
on all other matters. Our Class B Common Stock is principally held by descendants of Adolph S. Ochs, who
purchased The Times in 1896. A family trust holds approximately 90% of the Class B Common Stock. As a result, the
trust has the ability to elect 70% of the Board of Directors and to direct the outcome of any matter that does not
require a vote of the Class A Common Stock. Under the terms of the trust agreement, the trustees are directed to retain
the Class B Common Stock held in trust and to vote such stock against any merger, sale of assets or other transaction
pursuant to which control of The Times passes from the trustees, unless they determine that the primary objective of
the trust can be achieved better by the implementation of such transaction. Because this concentrated control could
P. 12 – THE NEW YORK TIMES COMPANY
discourage others from initiating any potential merger, takeover or other change of control transaction that may
otherwise be beneficial to our businesses, the market price of our Class A Common Stock could be adversely affected.
Adverse results from litigation or governmental investigations can impact our business practices and operating
results.
From time to time, we are party to litigation and regulatory, environmental and other proceedings with
governmental authorities and administrative agencies. See Note 18 of the Notes to the Consolidated Financial
Statements regarding certain matters. Adverse outcomes in lawsuits or investigations could result in significant
monetary damages or injunctive relief that could adversely affect our results of operations or financial condition as
well as our ability to conduct our business as it is presently being conducted. In addition, regardless of merit or
outcome, such proceedings can have an adverse impact on the Company as a result of legal costs, diversion of
management and other personnel, and other factors.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
Our principal executive offices are located in our New York headquarters building in the Times Square area.
The building was completed in 2007 and consists of approximately 1.54 million gross square feet, of which
approximately 828,000 gross square feet of space have been allocated to us. We owned a leasehold condominium
interest representing approximately 58% of the New York headquarters building until March 2009, when we entered
into an agreement to sell and simultaneously lease back 21 floors, or approximately 750,000 rentable square feet,
currently occupied by us (the “Condo Interest”). The sale price for the Condo Interest was $225.0 million. We have an
option exercisable in 2019 to repurchase the Condo Interest for $250.0 million. The lease term is 15 years, and we have
three renewal options that could extend the term for an additional 20 years. We continue to own a leasehold
condominium interest in seven floors in our New York headquarters building, totaling approximately 216,000
rentable square feet that were not included in the sale-leaseback transaction, all of which are currently leased to third
parties.
In addition, we have a printing and distribution facility with 570,000 gross square feet located in College Point,
N.Y., on a 31-acre site owned by the City of New York for which we have a ground lease. We have an option to
purchase the property at any time before the lease ends in 2019 for $6.9 million. We also currently own other
properties with an aggregate of approximately 2,200 gross square feet and lease other properties with an aggregate of
approximately 247,900 rentable square feet in various locations.
ITEM 3. LEGAL PROCEEDINGS
We are involved in various legal actions incidental to our business that are now pending against us. These
actions are generally for amounts greatly in excess of the payments, if any, that may be required to be made. See Note
18 of the Notes to the Consolidated Financial Statements for a description of certain matters, which is incorporated
herein by reference. Although the Company cannot predict the outcome of these matters, it is possible that an
unfavorable outcome in one or more matters could be material to the Company’s consolidated results of operations or
cash flows for an individual reporting period. However, based on currently available information, management does
not believe that the ultimate resolution of these matters, individually or in the aggregate, is likely to have a material
effect on the Company’s financial position.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
THE NEW YORK TIMES COMPANY – P. 13
EXECUTIVE OFFICERS OF THE REGISTRANT
Name
Arthur Sulzberger, Jr.
Mark Thompson
Michael Golden
James M. Follo
R. Anthony Benten
Meredith Kopit Levien
Age
64
58
66
56
52
44
Employed By
Registrant Since
1978
2012
1984
2007
1989
2013
Kenneth A. Richieri
64
1983
Recent Position(s) Held as of February 24, 2016
Chairman (since 1997) and Publisher of The Times (since
1992); Chief Executive Officer (2011 to 2012)
President and Chief Executive Officer (since 2012); Director-
General, British Broadcasting Corporation (“BBC”) (2004 to
2012); Chief Executive, Channel 4 Television Corporation
(2002 to 2004); and various positions of increasing
responsibility at the BBC (1979 to 2001)
Vice Chairman (since 1997); President and Chief Operating
Officer, Regional Media Group (2009 to 2012); Publisher of
the International Herald Tribune (2003 to 2008); Senior Vice
President (1997 to 2004)
Executive Vice President (since 2013) and Chief Financial
Officer (since 2007); Senior Vice President (2007 to 2013);
Chief Financial and Administrative Officer, Martha Stewart
Living Omnimedia, Inc. (2001 to 2006)
Senior Vice President, Finance (since 2008) and Corporate
Controller (since 2007); Vice President (2003 to 2008);
Treasurer (2001 to 2007)
Executive Vice President and Chief Revenue Officer (since
2015); Executive Vice President, Advertising (2013 to 2015);
Chief Revenue Officer, Forbes Media LLC (2011 to 2013);
Senior Vice President and Group Publisher, Forbes Magazine
Group (2010 to 2011); Vice President and Publisher,
ForbesLife and ForbesWoman.com (2008 to 2010); and
various positions of increasing responsibility at Atlantic
Media Company (2001 to 2008)
Executive Vice President (since 2013) and General Counsel
(since 2006); Senior Vice President (2007 to 2013); Secretary
(2008 to 2011); Vice President (2002 to 2007); Deputy General
Counsel (2001 to 2005); Vice President and General Counsel,
New York Times Digital (1999 to 2003)
P. 14 – THE NEW YORK TIMES COMPANY
PART II
ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
MARKET INFORMATION
The Class A Common Stock is listed on the New York Stock Exchange. The Class B Common Stock is unlisted
and is not actively traded.
The number of security holders of record as of February 17, 2016, was as follows: Class A Common Stock: 6,348;
Class B Common Stock: 26.
We have paid quarterly dividends of $0.04 per share on the Class A and Class B Common Stock since late 2013.
We currently expect to continue to pay comparable cash dividends in the future, although changes in our dividend
program may be considered by our Board of Directors in light of our earnings, capital requirements, financial
condition and other factors considered relevant. In addition, our Board of Directors will consider restrictions in any
existing indebtedness, such as the terms of our 6.625% senior unsecured notes due 2016, which restrict our ability to
pay dividends. See also “Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of
Operations — Liquidity and Capital Resources — Third-Party Financing.”
The following table sets forth, for the periods indicated, the high and low closing sales prices for the Class A
Common Stock as reported on the New York Stock Exchange.
Quarters
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
ISSUER PURCHASES OF EQUITY SECURITIES(1)
2015
2014
High
Low
High
$
14.45
$
12.02
$
16.81
$
14.46
13.75
14.25
12.81
11.62
11.56
17.26
15.61
13.61
Low
13.75
14.64
11.46
11.22
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)
1,337,353
157,231
379,010
1,873,594
$
$
$
$
12.48
13.57
13.48
12.77
1,337,353
157,231
379,010
1,873,594
$
$
$
$
38,510,000
36,376,000
31,268,000
31,268,000
Period
September 28, 2015 - November 1, 2015
November 2, 2015 - November 29, 2015
November 30, 2015 - December 27, 2015
Total for the fourth quarter of 2015
(1) On January 13, 2015, the Board of Directors terminated an existing authorization to repurchase shares of the Company’s Class A common
Stock and approved a new repurchase authorization of $101.1 million, equal to the cash proceeds received by the Company from an exercise
of warrants. As of February 17, 2016, repurchases under this authorization totaled $84.9 million (excluding commissions) and $16.2 million
remained under this authorization. All purchases were made pursuant to our publicly announced share repurchase program. Our Board of
Directors has authorized us to purchase shares from time to time, subject to market conditions and other factors. There is no expiration date
with respect to this authorization.
THE NEW YORK TIMES COMPANY – P. 15
PERFORMANCE PRESENTATION
The following graph shows the annual cumulative total stockholder return for the five fiscal years ended
December 27, 2015, on an assumed investment of $100 on December 26, 2010, in the Company, the Standard & Poor’s
S&P 400 MidCap Stock Index and the Standard & Poor’s S&P 1500 Publishing and Printing Index. Stockholder return
is measured by dividing (a) the sum of (i) the cumulative amount of dividends declared for the measurement period,
assuming reinvestment of dividends, and (ii) the difference between the issuer’s share price at the end and the
beginning of the measurement period, by (b) the share price at the beginning of the measurement period. As a result,
stockholder return includes both dividends and stock appreciation.
Stock Performance Comparison Between the S&P 400 Midcap Index, S&P 1500 Publishing & Printing Index
and The New York Times Company’s Class A Common Stock
P. 16 – THE NEW YORK TIMES COMPANY
ITEM 6. SELECTED FINANCIAL DATA
The Selected Financial Data should be read in conjunction with “Item 7 — Management’s Discussion and
Analysis of Financial Condition and Results of Operations” and the Consolidated Financial Statements and the
related Notes in Item 8. The results of operations for the New England Media Group, which was sold in 2013, as well
as for the Regional Media Group and the About Group, which were sold in 2012, have been presented as discontinued
operations for all periods presented (see Note 13 of the Notes to the Consolidated Financial Statements). The pages
following the table show certain items included in Selected Financial Data. All per share amounts on those pages are
on a diluted basis. Fiscal year 2012 comprised 53 weeks and all other fiscal years presented in the table below
comprised 52 weeks.
(In thousands)
Statement of Operations Data
Revenues
Operating costs
Early termination charge
Pension settlement expense
Multiemployer pension plan withdrawal expense
Other expenses
Impairment of assets
Operating profit
Gain on sale of investments
Impairment of investments
Loss from joint ventures
Premium on debt redemption
Interest expense, net
Income from continuing operations before
income taxes
Income from continuing operations, net of
income taxes
(Loss)/income from discontinued operations,
net of income taxes
Net income/(loss) attributable to The New York
Times Company common stockholders
Balance Sheet Data
Cash, cash equivalents and marketable
securities
Property, plant and equipment, net
Total assets
Total debt and capital lease obligations
Total New York Times Company stockholders’
equity
As of and for the Years Ended
December 27,
2015
December 28,
2014
December 29,
2013
December 30,
2012
December 25,
2011
(52 Weeks)
(52 Weeks)
(52 Weeks)
(53 Weeks)
(52 Weeks)
$
1,579,215
$
1,588,528
$
1,577,230
$
1,595,341
$
1,554,574
1,393,246
1,484,505
1,411,744
1,441,410
1,411,652
—
40,329
9,055
—
—
2,550
9,525
—
—
—
—
3,228
6,171
—
—
136,585
91,948
156,087
—
—
(783)
—
39,050
96,752
62,842
—
—
(8,368)
—
53,730
29,850
33,391
—
—
(3,215)
—
58,073
94,799
56,907
—
47,657
—
2,620
—
103,654
220,275
5,500
2,936
—
62,808
258,557
163,940
—
—
4,228
4,500
7,458
126,736
71,171
—
(270)
46,381
85,243
66,013
44,596
—
(1,086)
7,949
(27,927)
(82,799)
63,246
33,307
65,105
135,847
(37,648)
$
904,551
$
981,170
$
1,023,780
$
959,754
$
632,439
2,417,690
431,228
665,758
2,566,474
650,120
713,356
2,572,552
684,163
773,469
2,807,470
696,875
279,997
837,595
2,887,367
773,120
826,751
726,328
842,910
662,325
533,678
THE NEW YORK TIMES COMPANY – P. 17
(In thousands, except ratios, per share
and employee data)
December 27,
2015
December 28,
2014
December 29,
2013
December 30,
2012
December 25,
2011
(52 Weeks)
(52 Weeks)
(52 Weeks)
(53 Weeks)
(52 Weeks)
As of and for the Years Ended
Per Share of Common Stock
Basic earnings/(loss) per share attributable to The New York Times Company common stockholders:
0.38
$
0.23
$
0.38
$
1.11
$
0.31
Income from continuing operations
(Loss)/income from discontinued operations,
net of income taxes
Net income/(loss)
$
$
—
(0.01)
0.38
$
0.22
$
0.05
0.43
Diluted earnings/(loss) per share attributable to The New York Times Company common stockholders:
Income from continuing operations
(Loss)/income from discontinued operations,
net of income taxes
Net income/(loss)
Dividends declared per share
New York Times Company stockholders’ equity
per share
$
$
$
$
0.38
$
0.21
$
—
0.38
0.16
4.97
$
$
$
(0.01)
0.20
0.16
4.50
$
$
$
0.36
0.05
0.41
0.08
5.34
164,390
166,423
150,673
161,323
149,755
157,774
$
$
$
$
$
(0.19)
0.92
1.07
(0.18)
$
$
0.89
$
— $
(0.57)
(0.26)
0.30
(0.55)
(0.25)
—
4.34
$
3.51
148,147
152,693
147,190
152,007
Average basic shares outstanding
Average diluted shares outstanding
Key Ratios
Operating profit to revenues
Return on average common stockholders’
equity
Return on average total assets
Total debt and capital lease obligations to total
capitalization
Current assets to current liabilities
Ratio of earnings to fixed charges
Full-Time Equivalent Employees
9%
8%
3%
34%
1.53
2.90
3,560
6%
4%
1%
47%
1.91
1.67
3,588
10%
9%
2%
45%
3.36
2.58
3,529
6%
23%
5%
51%
3.30
4.94
5,363
8 %
(6)%
(1)%
59%
2.67
1.76
7,273
The items below are included in the Selected Financial Data.
2015
The items below had a net unfavorable effect on our results from continuing operations of $54.1 million, or $.32
per share:
• 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.
• $9.1 million of pre-tax charges ($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.
2014
The items below had a net unfavorable effect on our results from continuing operations of $35.1 million, or $.22
per share:
• $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.
P. 18 – THE NEW YORK TIMES COMPANY
• 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.
2013
The items below had a net unfavorable effect on our results from continuing operations of $25.2 million, or $.16
per share:
• $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.
2012 (53-week fiscal year)
The items below had a net favorable effect on our results from continuing operations of $69.2 million, or $.45
per share:
• a $220.3 million pre-tax gain ($134.7 million after tax, or $.87 per share) on the sales of our remaining
ownership interest in Indeed.com and our remaining units in Fenway Sports Group.
• a $47.7 million pre-tax pension settlement charge ($27.7 million after tax, or $.18 per share) in connection with
lump-sum payments made under an immediate pension benefit offer to certain former employees.
• $44.5 million of pre-tax expenses ($25.9 million after tax, or $.17 per share) for non-operating retirement costs.
• a $12.3 million pre-tax charge ($7.2 million after tax, or $.04 per share) for severance costs.
• a $5.5 million pre-tax, non-cash charge ($3.2 million after tax, or $.02 per share) for the impairment of certain
investments, primarily related to our investment in Ongo Inc.
• a $2.6 million pre-tax charge ($1.5 million after tax, or $.01 per share) in connection with a legal settlement.
2011
The items below had a net unfavorable effect on our results from continuing operations of $27.9 million, or $.19
per share:
• a $71.2 million pre-tax gain ($41.4 million after tax, or $.27 per share) from the sales of 390 of our units in
Fenway Sports Group and a portion of our interest in Indeed.com.
• a $46.4 million pre-tax charge ($27.6 million after tax, or $.18 per share) in connection with the prepayment of
all $250.0 million aggregate principal amount of our 14.053% senior unsecured notes.
• $43.6 million of pre-tax expenses ($25.8 million after tax, or $.17 per share) for non-operating retirement costs.
• a $10.0 million pre-tax charge ($5.9 million after tax, or $.04 per share) for severance costs.
• a $7.5 million pre-tax charge ($4.7 million after tax, or $.03 per share) for the impairment of assets related to
certain assets held for sale, primarily of Baseline, Inc.
• a $4.5 million pre-tax charge ($2.6 million after tax, or $.02 per share) for a retirement and consulting
agreement in connection with the retirement of our former chief executive officer.
• a $4.2 million pre-tax charge ($2.7 million after tax, or $.02 per share) for a pension withdrawal obligation
under a multiemployer pension plan at The Boston Globe.
THE NEW YORK TIMES COMPANY – P. 19
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion and analysis provides information that management believes is relevant to an
assessment and understanding of our consolidated financial condition as of December 27, 2015, and results of
operations for the three years ended December 27, 2015. This item should be read in conjunction with our
Consolidated Financial Statements and the related Notes included in this Annual Report.
EXECUTIVE OVERVIEW
We are a global media organization that includes newspapers, print and digital products and investments. We
have one reportable segment with businesses that include our newspapers, websites, mobile applications and related
businesses.
We generate revenues principally from circulation and advertising. Other revenues consist primarily of
revenues from news services/syndication, digital archives, rental income, our NYT Live business, e-commerce and
the Crossword product.
In the accompanying analysis of financial information, we present certain information derived from
consolidated financial information but not presented in our financial statements prepared in accordance with
generally accepted accounting principles in the United States of America (“GAAP”). We are presenting in this report
supplemental non-GAAP financial performance measures that exclude depreciation, amortization, severance, non-
operating retirement costs and certain identified special items, as applicable. These non-GAAP financial measures
should not be considered in isolation from or as a substitute for the related GAAP measures, and should be read in
conjunction with financial information presented on a GAAP basis. For further information and reconciliations of
these non-GAAP measures to the most directly comparable GAAP items, respectively, diluted (loss)/earnings per
share, operating profit and operating costs, see “— Results of Operations — Non-GAAP Financial Measures.”
2015 Financial Highlights
In 2015, diluted earnings per share from continuing operations were $0.38, compared with $0.21 for 2014.
Diluted earnings per share from continuing operations excluding severance, non-operating retirement costs and
special items discussed below (or “adjusted diluted earnings per share,” a non-GAAP measure) were $0.71 for 2015,
compared with $0.43 for 2014.
Operating profit in 2015 was $136.6 million, compared with $91.9 million for 2014. The increase was primarily
driven by lower costs, including decreased severance expense and depreciation and amortization, partially offset by
an increased pension settlement charge. Operating profit before depreciation, amortization, severance, non-operating
retirement costs and special items discussed below (or “adjusted operating profit,” a non-GAAP measure) for 2015
was $289.0 million, compared with $256.3 million for 2014.
Total revenues decreased slightly in 2015 to $1.58 billion, compared with $1.59 billion in 2014. This was driven
by declines in advertising revenues, partially offset by growth in circulation and other revenues.
Compared with 2014, circulation revenues increased 1.0% in 2015, as digital subscription growth and a print
home-delivery price increase at The Times offset a decline in the number of print copies sold. Circulation revenues
from our digital-only subscription packages increased 13.8% in 2015, compared with 2014. Paid subscribers to digital-
only subscription packages totaled approximately 1,094,000 as of December 27, 2015, a 20% increase compared with
year-end 2014.
Advertising revenues remained under pressure during 2015. Total advertising revenues decreased 3.6% in 2015
compared with 2014, reflecting an 8.0% decrease in print advertising revenues and an 8.2% increase in digital
advertising revenues.
Compared with 2014, other revenues increased 6.3% in 2015, driven primarily by increased revenues from
digital archives, our Crossword product and rental income.
Operating costs in 2015 decreased 6.1% to $1.39 billion, compared with $1.48 billion in 2014. The decrease was
primarily due to efficiencies in print production as well as declines in severance, depreciation and amortization and
raw materials costs. Operating costs before depreciation, amortization, severance and non-operating retirement costs
P. 20 – THE NEW YORK TIMES COMPANY
discussed below (or “adjusted operating costs,” a non-GAAP measure) decreased 3.2% to $1.29 billion in 2015,
compared with $1.33 billion in 2014.
Loss from joint ventures decreased to $0.8 million in 2015 from $8.4 million in 2014. The improvement reflected
a 2014 impairment charge related to our investment in Madison and increased income in 2015 from our investment in
Malbaie, partially offset by losses from our investment in Madison, which continued to face significant competitive
pressures.
Non-operating retirement costs decreased to $34.4 million in 2015 from $36.7 million in 2014, driven primarily
by lower pension interest cost and lower retiree medical costs.
Business Environment
We believe that a number of factors and industry trends have had, and will continue to have, an adverse effect
on our business and prospects. These include the following:
Competition in our industry
We operate in a highly competitive environment. Our print and digital products compete for advertising and
circulation revenue with both traditional and new content providers. This competition has only intensified as a result
of new digital media technologies and new media providers offering news and other online content. Competition
among companies offering online content is intense; new competitors can quickly emerge. Some of our current and
potential competitors may have greater resources or better competitive positions than we do.
Our ability to compete effectively depends on, among other things, our ability to continue delivering high-
quality journalism and content that is interesting and relevant to our audience; our ability to develop, maintain and
monetize new and existing print and digital products; the popularity, ease of use and performance of our products
compared to those of our competitors; our ability to attract, retain and motivate talented journalists and other
employees to develop products that users find engaging; and our ability to manage and grow our business in a cost-
effective manner.
Continuing shift to digital from print
Circulation revenue is a significant source of revenue for us and an increasingly important driver as the overall
composition of our revenues has shifted in response to transformations in our industry. The largest portion of our
circulation revenue is currently from traditional print products, where we have experienced declining print
circulation volume in recent years. This is due to, among other factors, increased competition from digital media
formats (which are often free to users), higher print subscription and single-copy rates and a growing preference
among some consumers to receive their news from sources other than a print newspaper.
The distribution of news and other content is increasingly through mobile devices, reshaping consumer
behavior and expectations for consumption of news and other information. Our ability to retain and continue to build
on our digital subscription base and audience for our digital products depends on, among other things, continued
market acceptance of our pricing and overall digital subscription model, consumer behavior, available alternatives
from current and new competitors and our ability to continue delivering high-quality journalism and content that is
interesting and relevant to users.
Advertising market dynamics
We derive substantial revenues from the sale of advertising in our products. In determining whether to buy
advertising, our advertisers will consider the demand for our products, demographics of our reader base, advertising
rates, results observed by advertisers, and alternative advertising options.
The advertising industry continues to experience a shift towards digital advertising, which is less expensive
and can offer more directly measurable returns than traditional print media. Because rates for digital advertising are
generally lower than for traditional print advertising, our digital advertising revenue may not replace in full print
advertising revenue lost as a result of the shift. In addition, margins on certain of our digital advertising revenues
tend to be lower than on our print advertising revenues. Growing consumer reliance on mobile devices adds
additional pressure, as advertising rates are generally lower on mobile devices than on personal computers.
The digital advertising market continues to undergo significant changes. Digital advertising networks and
exchanges, real-time bidding and other programmatic buying channels that allow advertisers to buy audiences at
THE NEW YORK TIMES COMPANY – P. 21
scale have led to audience fragmentation and caused downward pricing pressure. The wide range of advertising
choices across digital products and platforms and the large inventory of available digital advertising space has
exacerbated this pressure.
The character of our digital advertising business is also changing, as demand for newer advertising formats like
branded content, mobile and video advertising increases. Some of these newer formats may generate lower margins
than traditional desktop display advertising. If we are unable to effectively grow advertising revenues from these
newer formats through the development of advertising products that are compelling to both marketers and
consumers, our results of operations could be adversely affected.
In addition, technologies have been and will continue to be developed that enable consumers to block digital
advertising on websites and mobile devices. Advertisements blocked by these technologies are treated as not
delivered and any revenue we would otherwise receive from the advertiser for that advertisement is lost.
Competition from a variety of digital media and services, many of which charge lower rates than us, and the
significant increase in inventory of digital advertising space have affected, and will likely continue to affect, our
ability to attract and retain advertisers and to maintain or increase our advertising rates. In addition, evolving
standards for the delivery of digital advertising, such as the industry-wide standard on viewability, could also
negatively affect our digital advertising revenues.
Economic conditions
Global, national and local economic conditions affect various aspects of our business. The level of advertising
sales in any period may be affected by advertisers’ decisions to increase or decrease their advertising expenditures in
response to anticipated consumer demand and general economic conditions. Changes in spending patterns and
priorities, including shifts in marketing strategies and budget cuts of key advertisers, in response to economic
conditions, have depressed and may continue to depress our advertising revenues.
In addition, subscription revenue is sensitive to discretionary spending available to subscribers in the markets
we serve, and to the extent poor economic conditions lead consumers to reduce spending on discretionary activities,
our ability to retain current and obtain new subscribers could be hindered.
Fixed costs
A significant portion of our costs are fixed, and therefore we are limited in our ability to reduce these costs in
the short term. Employee-related costs and raw materials together accounted for approximately 50% of our total
operating costs in 2015. Changes in employee-related costs and the price and availability of newsprint can materially
affect our operating results.
For a discussion of these and other factors that could affect our business, results of operations and financial
condition, see “Forward-Looking Statements” and “Item 1A — Risk Factors.”
Our Strategy
We are operating during a period of transformation for our industry and amidst uncertain economic conditions.
We anticipate that the challenges we currently face will continue, and we believe that the following elements are key
to our efforts to address them.
Strengthening The New York Times brand through innovation
Our priority is to maintain the high-quality and robust news-gathering operation that sets our Company apart,
while at the same time positioning our organization for growth. We continue to focus on innovations in our digital
products, particularly our mobile platforms, that enhance our journalism. During 2015, we made significant
improvements to The Times’s core news mobile applications, and in the fall launched a virtual reality mobile
application through which we have released virtual reality films on wide-ranging topics. We plan to continue our
focus on digital innovation and expand our capabilities on our mobile, video and other platforms.
We are also committed to the continued success of our print products. Despite the ongoing industry shift to
digital from print, our print products have been and will continue to be a significant source of revenue for us and we
have made a number of investments in them. During 2015, for example, we re-launched The New York Times
Magazine and launched Men’s Style, the first new print section in The Times in a decade.
P. 22 – THE NEW YORK TIMES COMPANY
As we continue to look for ways to innovate our products, we remain committed to creating quality content and
a quality user experience, regardless of the distribution model or platform.
Deepening our engagement with readers
We are focused on deepening the engagement of our current readers and expanding our reach to new readers
around the world, which we believe will drive revenue growth. Our paid digital-only subscription model has created
a meaningful revenue stream that has partially offset declines in our print advertising and circulation revenues. In
July, we reached a milestone of one million paid digital-only subscribers, less than four-and-a-half years after
launching our digital pay model. We believe the continued growth in our digital-only subscriber base in 2015
underscores the willingness of our readers to pay for the high-quality journalism across multiple platforms, and we
will continue to look for ways to strengthen the relationship we have with these subscribers.
We will also continue to focus on developing new audiences, including by expanding our global reach and
working to engage younger readers. In February 2016, for example, we announced the launch of The New York Times
en Español, a mobile-optimized website covering news and issues of interest to a Spanish-speaking audience. We will
also continue to experiment with reaching new readers on third-party platforms, while remaining committed to
building engagement with readers on our own platforms.
Creating compelling digital advertising solutions
We are focused on continuing to grow our digital advertising revenue by developing innovative and
compelling advertising offerings that integrate with and add value to the user experience. We believe we have a very
powerful and trusted brand that, because of the quality of our journalism, attracts educated, affluent and influential
audiences, and we continue to focus on leveraging our brand in developing and refining these offerings. In 2015, for
example, we created innovative digital advertising solutions for our mobile and other platforms, and our virtual
reality mobile application provided advertisers new ways of reaching our audience. We have also continued to
expand our branded content studio, which has become a fast-growing part of our advertising business since we
launched it in early 2014.
Managing our cost structure
We continue to focus on managing our cost structure to ensure that we are operating our businesses efficiently,
while maintaining our commitment to investing in high-quality content and achieving our strategic goals. In 2015, we
succeeded in reducing operating costs through, among other things, efficiencies in our print distribution. In 2016, we
plan to make investments across our business to grow our digital revenue, while at the same time maintaining our
focus on cost management.
Strengthening our liquidity
We have continued to strengthen our liquidity position and we remain focused on further de-leveraging and
de-risking our balance sheet. In March 2015, we repaid, at maturity, the remaining principal amount of our 5.0%
senior notes. As of December 27, 2015, our cash, cash equivalents and marketable securities exceeded total debt and
capital lease obligations by approximately $473 million. We believe our cash balance and cash provided by operations,
in combination with other sources of cash, will be sufficient to meet our financing needs over the next 12 months.
Managing our retirement-related costs
We remain focused on managing the underfunded status of our pension plans and adjusting the size of our
pension obligations relative to the size of our Company. Our qualified pension plans were underfunded (meaning the
present value of future obligations exceeded the fair value of plan assets) as of December 27, 2015, by approximately
$273 million, compared with approximately $264 million as of December 28, 2014. We made contributions of
approximately $7 million to certain qualified pension plans in 2015, compared with approximately $15 million in
2014. We expect contributions in 2016 to total approximately $8 million to satisfy minimum funding requirements.
We have taken steps over the last few years to address our pension obligations, including freezing accruals
under most of our qualified defined benefit pension plans, which cover both our non-union employees and those
covered by collective bargaining agreements. We have also made immediate pension benefits offers in the form of
lump-sum payments to certain former employees and we will continue to look for ways to reduce the size of our
pension obligations.
THE NEW YORK TIMES COMPANY – P. 23
While we have made significant progress in our liability-driven investment strategy to reduce the funding
volatility of our qualified pension plans, the size of our pension plan obligations relative to the size of our current
operations will continue to have a significant impact on our reported financial results. We expect to continue to
experience volatility in our retirement-related costs, including pension, multiemployer pension and retiree medical
costs. For 2016, we expect pension and retiree medical costs to be lower due to a change in discount rate estimates
described further in “— Pension and Other Postretirement Benefits.”
P. 24 – THE NEW YORK TIMES COMPANY
RESULTS OF OPERATIONS
Overview
Fiscal years 2015, 2014, and 2013 each comprise 52 weeks. The following table presents our consolidated
financial results:
(In thousands)
Revenues
Circulation
Advertising
Other
Total revenues
Operating costs
Production costs:
Raw materials
Wages and benefits
Other
Total production costs
Selling, general and administrative costs
Depreciation and amortization
Total operating costs
Early termination charge
Pension settlement charge
Multiemployer pension plan withdrawal expense
Operating profit
Loss from joint ventures
Interest expense, net
Income from continuing operations before income taxes
Income tax expense/(benefit)
Income from continuing operations
Discontinued operations:
Loss from discontinued operations, net of income taxes
(Loss)/gain on sale, net of income taxes
(Loss)/income from discontinued operations, net of income taxes
Net income
Net loss attributable to the noncontrolling interest
Net income attributable to The New York Times Company
common stockholders
* Represents an increase or decrease in excess of 100%.
Years Ended
% Change
December 27,
2015
December 28,
2014
December 29,
2013
2015 vs.
2014
2014 vs.
2013
$
845,504
$
836,822
$
638,709
95,002
662,315
89,391
824,277
666,687
86,266
1,579,215
1,588,528
1,577,230
77,176
354,516
186,120
617,812
713,837
61,597
88,958
357,573
197,464
643,995
761,055
79,455
92,886
332,085
201,942
626,913
706,354
78,477
1,393,246
1,484,505
1,411,744
1.0
(3.6)
6.3
(0.6)
(13.2)
(0.9)
(5.7)
(4.1)
(6.2)
(22.5)
(6.1)
1.5
(0.7)
3.6
0.7
(4.2)
7.7
(2.2)
2.7
7.7
1.2
5.2
—
40,329
9,055
136,585
(783)
39,050
96,752
33,910
62,842
—
—
—
62,842
404
2,550
9,525
—
91,948
(8,368)
53,730
29,850
(3,541)
33,391
—
(1,086)
(1,086)
32,305
1,002
—
(100.0)
100.0
3,228
6,171
156,087
(3,215)
58,073
94,799
37,892
56,907
*
100.0
48.5
(90.6)
(27.3)
*
*
*
(100.0)
(41.1)
*
(7.5)
(68.5)
*
88.2
(41.3)
(20,413)
—
(100.0)
28,362
7,949
64,856
249
(100.0)
(100.0)
94.5
(59.7)
*
*
(50.2)
*
$
63,246
$
33,307
$
65,105
89.9
(48.8)
THE NEW YORK TIMES COMPANY – P. 25
Revenues
Circulation, advertising and other revenues were as follows:
(In thousands)
Circulation
Advertising
Other
Total
Circulation Revenues
Years Ended
% Change
December 27,
2015
December 28,
2014
December 29,
2013
2015 vs.
2014
2014 vs.
2013
$
845,504
$
836,822
$
638,709
95,002
662,315
89,391
824,277
666,687
86,266
$
1,579,215
$
1,588,528
$
1,577,230
1.0
(3.6)
6.3
(0.6)
1.5
(0.7)
3.6
0.7
Total circulation revenues consist of revenues from our print and digital products, including our digital-only
subscription packages, e-readers and replica editions. These revenues are based on the number of copies of the
printed newspaper sold (through home-delivery subscriptions and single-copy and bulk sales) and digital-only
subscriptions and the rates charged to the respective customers.
Circulation revenues increased in 2015 compared with 2014 primarily due to growth in our digital-only
subscription base and the January 2015 print home-delivery price increase at The Times, offset by a reduction in the
number of print copies sold. Revenues from our digital-only subscription packages, e-readers and replica editions
were $192.7 million in 2015 compared with $169.3 million in 2014, an increase of 13.8%.
Circulation revenues increased in 2014 compared with 2013 primarily due to growth in our digital-only
subscription base and the January 2014 print home-delivery price increase at The Times, offset by a reduction in the
number of print copies sold. Revenues from our digital-only subscription packages, e-readers and replica editions
were $169.3 million in 2014 compared with $149.1 million in 2013, an increase of 13.5%.
Advertising Revenues
Advertising revenues are derived from the sale of our advertising products and services on our print, web and
mobile platforms. These revenues are primarily determined by the volume, rate and mix of advertisements. Display
advertising revenue is principally from advertisers promoting products, services or brands in print in the form of
column-inch ads, and on our web and mobile platforms in the form of banners, video, rich media and other
interactive ads. Classified advertising revenue includes line-ads sold in the major categories of real estate, help
wanted, automotive and other. Other advertising revenue primarily includes creative services fees associated with
our branded content studio; revenue from preprinted advertising, also known as free-standing inserts; revenue
generated from branded bags in which our newspapers are delivered; and advertising revenues from our news
services business.
Advertising revenues (print and digital) by category were as follows:
(In thousands)
Display
Classified
Other
Total
Years Ended
% Change
December 27,
2015
December 28,
2014
December 29,
2013
2015 vs.
2014
2014 vs.
2013
$
$
579,153
$
606,838
$
609,920
34,544
25,012
36,689
18,788
37,453
19,314
638,709
$
662,315
$
666,687
(4.6)
(5.8)
33.1
(3.6)
(0.5)
(2.0)
(2.7)
(0.7)
P. 26 – THE NEW YORK TIMES COMPANY
Below is a percentage breakdown of 2015, 2014 and 2013 advertising revenues (print and digital):
2015
2014
2013
Display
Classified
Other
Total
91%
91%
91%
5%
6%
6%
4%
3%
3%
100%
100%
100%
In 2015, total advertising revenues decreased primarily due to lower print advertising revenues. Print
advertising revenues, which represented 69% of total advertising revenues in 2015, declined 8.0% in 2015 compared
with 2014, mainly due to a decline in display advertising, primarily in the financial services, entertainment and
corporate categories. The decline was partially offset by an increase in the luxury goods, real estate and technology
categories.
Digital advertising revenues, which represented 31% of total advertising revenues in 2015, increased 8.2% in
2015 compared with 2014 due to an increase in display advertising, primarily in the automotive and entertainment
categories. Display advertising benefited strongly from the continued growth of branded content as well as increased
revenue from our mobile and video platforms and our programmatic buying channels. These increases were partially
offset by a decline in traditional desktop display advertising.
Classified advertising revenues decreased 5.8% in 2015 compared with 2014 due to a decrease in the real estate
and help wanted categories.
Other advertising revenues increased 33.1% in 2015 compared to 2014 due to an increase in creative services
fees from branded content advertising launches during 2015.
In 2014, total advertising revenues decreased primarily due to lower print advertising revenues. Print
advertising revenues, which represented 73% of total advertising revenues in 2014, declined 4.7% in 2014 compared
with 2013, mainly due to weakness in display advertising. This weakness resulted from reductions primarily in the
technology, entertainment and corporate categories. The decline was partially offset by an increase in the financial
services, advocacy and international fashion categories.
Digital advertising revenues, which represented 27% of total advertising revenues in 2014, increased 11.9% in
2014 compared with 2013 due to an increase in display advertising, partially offset by a decrease in classified
advertising revenues. The increase in display advertising primarily resulted from the introduction of branded content
and from increases in the technology, telecommunications and media categories, partially offset by declines mainly in
the financial services and entertainment categories.
Classified advertising revenues decreased 2.0% in 2014 compared with 2013 primarily due to a decrease in the
real estate category.
Other advertising revenues decreased 2.7% in 2014 compared to 2013 due to a decrease in revenues from our
news services business.
Other Revenues
Other revenues consist primarily of revenues from news services/syndication, digital archives, rental income,
our NYT Live business, e-commerce and the Crossword product.
Other revenues increased 6.3% in 2015 compared with 2014 due to higher revenues from digital archives, our
Crossword product and rental income.
Other revenues increased 3.6% in 2014 compared with 2013 due to higher revenues from our e-commerce
business and digital archives.
THE NEW YORK TIMES COMPANY – P. 27
Operating Costs
Operating costs were as follows:
(In thousands)
Production costs:
Raw materials
Wages and benefits
Other
Total production costs
Selling, general and administrative costs
Depreciation and amortization
Total operating costs
Years Ended
% Change
December 27,
2015
December 28,
2014
December 29,
2013
2015 vs.
2014
2014 vs.
2013
$
77,176
$
88,958
$
354,516
186,120
617,812
713,837
61,597
357,573
197,464
643,995
761,055
79,455
92,886
332,085
201,942
626,913
706,354
78,477
$
1,393,246
$
1,484,505
$
1,411,744
(13.2)
(0.9)
(5.7)
(4.1)
(6.2)
(22.5)
(6.1)
(4.2)
7.7
(2.2)
2.7
7.7
1.2
5.2
The components of operating costs as a percentage of total operating costs were as follows:
Components of operating costs as a percentage of total operating costs
Wages and benefits
Raw materials
Other operating costs
Depreciation and amortization
Total
Years Ended
December 27,
2015
December 28,
2014
December 29,
2013
44%
6%
46%
4%
100%
44%
6%
45%
5%
100%
40%
7%
47%
6%
100%
The components of operating costs as a percentage of total revenues were as follows:
Components of operating costs as a percentage of total revenues
Wages and benefits
Raw materials
Other operating costs
Depreciation and amortization
Total
Production Costs
Years Ended
December 27,
2015
December 28,
2014
December 29,
2013
39%
5%
40%
4%
88%
41%
5%
42%
5%
93%
36%
6%
43%
5%
90%
Production costs include items such as labor costs, raw materials and machinery and equipment expenses
related to production activity, including costs related to producing branded content and merchandise for sale.
Production costs decreased in 2015 compared with 2014 primarily due to lower raw materials expense
(approximately $12 million), mainly newsprint, and outside printing costs (approximately $8 million). Newsprint
expense declined 20.3% in 2015 compared with 2014, with 7.4% from lower consumption and 12.9% from lower
pricing.
Production costs increased in 2014 compared with 2013 primarily due to higher wages and benefits
(approximately $25 million), offset in part by lower raw materials expense (approximately $4 million), mainly
newsprint. Newsprint expense declined 5.5% in 2014 compared with 2013, with 4.1% from lower consumption and
1.4% from lower pricing. Wages and benefits increased mainly due to hiring related to growth initiatives.
P. 28 – THE NEW YORK TIMES COMPANY
Selling, General and Administrative Costs
Selling, general and administrative costs include costs associated with the selling and marketing of products as
well as administrative expenses.
Selling, general and administrative costs decreased in 2015 compared with 2014 primarily due to a decrease in
severance costs (approximately $29 million) and lower distribution costs (approximately $17 million), partially offset
by an increase in compensation expense (approximately $6 million). Severance costs decreased as a result of
workforce reductions in 2014 that did not repeat in 2015. Lower distribution costs were mainly due to increased
utilization of lower cost vendors, transportation efficiencies and fewer print copies delivered. Compensation expense
increased primarily as a result of increased hiring to support growth initiatives.
Selling, general and administrative costs increased in 2014 compared with 2013 primarily due to an increase in
severance costs associated with workforce reductions as well as higher compensation and benefits (approximately $58
million) and promotion costs (approximately $7 million), offset by lower distribution costs (approximately $14
million). Benefits expense was higher mainly due to higher retirement costs. Promotion costs were higher mainly due
to the launch of new digital products and print circulation marketing. Lower distribution costs were mainly due to
fewer print copies delivered and transportation efficiencies.
Other Items
See Note 7 of the Notes to the Consolidated Financial Statements for more information regarding other items.
NON-OPERATING ITEMS
Investments in Joint Ventures
See Note 5 of the Notes to the Consolidated Financial Statements for information regarding our joint venture
investments.
Interest Expense, Net
See Note 6 of the Notes to the Consolidated Financial Statements for information regarding interest expense.
Income Taxes
See Note 12 of the Notes to the Consolidated Financial Statements for information regarding income taxes.
Discontinued Operations
See Note 13 of the Notes to the Consolidated Financial Statements for information regarding discontinued
operations.
Non-GAAP Financial Measures
We have included in this report certain supplemental financial information derived from consolidated financial
information but not presented in our financial statements prepared in accordance with GAAP. Specifically, we have
referred to the following non-GAAP financial measures in this report:
• 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).
The special items in 2015 consisted of a $40.3 million pension settlement charge in the first quarter in connection
with a lump-sum payment offer to certain former employees and $9.1 million in charges for partial withdrawal
obligations under multiemployer pension plans.
The special items in 2014 consisted of a reduction in the reserve for uncertain tax positions of $21.1 million, a $9.5
million pension settlement charge in the second quarter in connection with a lump-sum payment offer to certain
former employees, a $9.2 million non-cash impairment charge in the fourth quarter related to the Company’s
THE NEW YORK TIMES COMPANY – P. 29
investment in a joint venture and a $2.6 million charge in the first quarter for the early termination of a distribution
agreement.
The special items in 2013 consisted of a $6.2 million charge in the third quarter for a partial withdrawal
obligation under multiemployer pension plans and a $3.2 million settlement charge in the fourth quarter in connection
with the Company’s immediate pension benefit offer to certain former employees.
We have included these non-GAAP financial measures because management reviews them on a regular basis
and uses them to evaluate and manage the performance of our operations. We believe that, for the reasons outlined
below, these non-GAAP financial measures provide useful information to investors as a supplement to reported
diluted earnings/(loss) per share from continuing operations, operating profit/(loss) and operating costs. However,
these measures should be evaluated only in conjunction with the comparable GAAP financial measures and should not
be viewed as alternative or superior measures of GAAP results.
Adjusted diluted earnings per share provides useful information in evaluating our period-to-period
performance because it eliminates items that we do not consider to be indicative of earnings from ongoing operating
activities. Adjusted operating profit is useful in evaluating the ongoing performance of our businesses as it excludes
the significant non-cash impact of depreciation and amortization as well as items not indicative of ongoing operating
activities. Total operating costs include depreciation, amortization, severance and non-operating retirement costs.
Adjusted operating costs, which exclude these items, provide investors with helpful supplemental information on our
underlying operating costs that is used by management in its financial and operational decision-making.
Non-operating retirement costs include:
•
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
• expenses associated with multiemployer pension plan withdrawal obligations.
These non-operating retirement costs are primarily tied to financial market performance and changes in market
interest rates and investment performance. Non-operating retirement costs do not include service costs and
amortization of prior service costs for pension and retiree medical benefits, which we believe reflect the ongoing
service-related costs of providing pension and retiree medical benefits to our employees. Non-operating retirement
costs also do not include special items. We consider non-operating retirement costs to be outside the performance of
our ongoing core business operations and believe that presenting operating results excluding non-operating retirement
costs, in addition to our GAAP operating results, provides increased transparency and a better understanding of the
underlying trends in our operating business performance.
Reconciliations of non-GAAP financial measures from, respectively, diluted earnings per share from continuing
operations, operating profit and operating costs, the most directly comparable GAAP items, as well as details on the
components of non-operating retirement costs, are set out in the tables below.
P. 30 – THE NEW YORK TIMES COMPANY
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)
(In thousands)
Years Ended
% Change
December 27,
2015
December 28,
2014
December 29,
2013
2015 vs.
2014
2014 vs.
2013
Diluted earnings per share from continuing operations
$
0.38
$
0.21
$
0.36
81.0
(41.7)
Add:
Severance
Non-operating retirement costs
Special items:
Early termination charge
Reduction in uncertain tax positions
Pension settlement charge
Multiemployer pension plan withdrawal expense
Impairment charge
Adjusted diluted earnings per share from continuing
operations (1)
(1) Amounts may not add due to rounding.
0.03
0.12
—
—
0.14
0.03
—
0.13
0.13
0.01
(0.13)
0.04
—
0.04
$
0.71
$
0.43
$
0.05
0.08
—
—
0.01
0.02
—
0.52
65.1
(17.3)
Reconciliation of operating profit before depreciation & amortization, severance, non-operating retirement costs and special items (or
adjusted operating profit)
(In thousands)
Operating profit
Add:
Depreciation & amortization
Severance
Non-operating retirement costs
Special items:
Early termination charge
Pension settlement charge
Multiemployer pension plan withdrawal expense
Years Ended
% Change
December 27,
2015
December 28,
2014
December 29,
2013
2015 vs.
2014
2014 vs.
2013
$
136,585
$
91,948
$
156,087
48.5
(41.1)
61,597
7,035
34,383
—
40,329
9,055
79,455
36,082
36,697
2,550
9,525
—
78,477
12,382
20,791
—
3,228
6,171
Adjusted operating profit
$
288,984
$
256,257
$
277,136
12.8
(7.5)
Reconciliation of operating costs before depreciation & amortization, severance and non-operating retirement costs (or adjusted
operating costs)
(In thousands)
Operating costs
Less:
Depreciation & amortization
Severance
Non-operating retirement costs
Adjusted operating costs
Years Ended
% Change
December 27,
2015
December 28,
2014
December 29,
2013
2015 vs.
2014
2014 vs.
2013
$
1,393,246
$
1,484,505
$
1,411,744
(6.1)
5.2
61,597
7,035
34,383
79,455
36,082
36,697
78,477
12,382
20,791
$
1,290,231
$
1,332,271
$
1,300,094
(3.2)
2.5
THE NEW YORK TIMES COMPANY – P. 31
Components of non-operating retirement costs (1)
(In thousands)
Pension:
Interest cost
Expected return on plan assets
Amortization and other costs
Non-operating pension costs
Other postretirement benefits:
Interest cost
Amortization and other costs
Non-operating other postretirement benefits costs
Expenses associated with multiemployer pension plan
withdrawal obligations
Years Ended
% Change
December 27,
2015
December 28,
2014
December 29,
2013
2015 vs.
2014
2014 vs.
2013
$
84,596
$
94,897
$
87,817
(115,261)
(113,839)
(124,250)
41,523
10,858
2,794
5,197
7,991
15,534
31,338
12,396
3,722
7,299
11,021
13,280
39,331
2,898
4,101
4,440
8,541
9,352
20,791
(12.4)%
*
(27.5)
29.0
(6.3)
76.5
Total non-operating retirement costs
$
34,383
$
36,697
$
(1) Components of non-operating retirement costs do not include special items
* Represents an increase in excess of 100%
P. 32 – THE NEW YORK TIMES COMPANY
LIQUIDITY AND CAPITAL RESOURCES
Overview
The following table presents information about our financial position.
Financial Position Summary
(In thousands, except ratios)
Cash and cash equivalents
Marketable securities
Current portion of long-term debt and capital lease obligations
Long-term debt and capital lease obligations
Total New York Times Company stockholders’ equity
Ratios:
Total debt and capital lease obligations to total capitalization
Current assets to current liabilities
December 27,
2015
December 28,
2014
$
105,776
$
798,775
188,377
242,851
826,751
176,607
804,563
223,662
426,458
726,328
% Change
2015 vs.
2014
(40.1)
(0.7)
(15.8)
(43.1)
13.8
34%
1.53
47%
1.91
Our primary sources of cash inflows from operations were revenues from circulation and advertising sales.
Circulation and advertising revenues provided about 54% and 40%, respectively, of total revenues in 2015. The
remaining cash inflows were primarily from proceeds received from the exercise of warrants described further below
and from other revenue sources such as news services/syndication, digital archives, rental income, our NYT Live
business, e-commerce and the Crossword product.
Our primary sources of cash outflows were for our repayment of debt, employee compensation and benefits,
stock repurchases, interest, dividend and income tax payments. We believe our cash balance and cash provided by
operations, in combination with other sources of cash, will be sufficient to meet our financing needs over the next 12
months, including the repayment at maturity of approximately $189 million aggregate principal amount of our
6.625% senior notes due in December 2016 (the “6.625% Notes”).
We have continued to strengthen our liquidity position and our debt profile. As of December 27, 2015, we had
cash, cash equivalents and marketable securities of $904.6 million and total debt and capital lease obligations of $431.2
million. Accordingly, our cash, cash equivalents and marketable securities exceeded total debt and capital lease
obligations by $473.3 million. Our cash and investment balances declined in 2015 primarily due to the repayment, at
maturity, of $223.7 million remaining under our 5.0% senior notes due in March 2015 (the “5.0% Notes”) and share
repurchases.
On January 14, 2015, Carlos Slim Helú, a beneficial owner of our Class A Common Stock, exercised warrants to
purchase 15.9 million shares of our Class A Common Stock at a price of $6.3572 per share, and the Company received
cash proceeds of approximately $101.1 million from this exercise. On January 13, 2015, the Board of Directors
terminated an existing authorization to repurchase shares of the Company’s Class A Common Stock and approved a
new repurchase authorization of $101.1 million, equal to the cash proceeds received by the Company from the
warrant exercise. As of December 27, 2015, the Company had repurchased 5,511,233 Class A shares under this
authorization for a cost of $69.8 million (excluding commissions). As of February 17, 2016, repurchases under this
authorization totaled $84.9 million (excluding commissions) and $16.2 million remained under this authorization. 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.
We have paid quarterly dividends of $0.04 per share on the Class A and Class B Common Stock since late 2013.
We currently expect to continue to pay comparable cash dividends in the future, although changes in our dividend
program will be considered by our Board of Directors in light of our earnings, capital requirements, financial
condition and other factors considered relevant. In addition, the Board of Directors will consider restrictions in any
existing indebtedness, such as the terms of our 6.625% Notes.
During 2015, we made contributions of approximately $7 million to certain qualified pension plans in 2015. We
expect contributions to total approximately $8 million to satisfy minimum funding requirements in 2016.
THE NEW YORK TIMES COMPANY – P. 33
Capital Resources
Sources and Uses of Cash
Cash flows provided by/(used in) by category were as follows:
(In thousands)
Operating activities
Investing activities
Financing activities
* Represents an increase or decrease in excess of 100%.
Operating Activities
Years Ended
% Change
December 27,
2015
December 28,
2014
December 29,
2013
2015 vs.
2014
2014 vs.
2013
$
$
$
175,326
$
80,491
$
34,855
*
(30,703) $
(324,717) $
(353,657)
(90.5)
(214,211) $
(61,386) $
(19,259)
*
*
(8.2)
*
Cash from operating activities is generated by cash receipts from circulation, advertising sales and other
revenue. Operating cash outflows include payments for employee compensation, pension and other benefits, raw
materials, interest and income taxes.
Net cash provided by operating activities increased in 2015 compared with 2014 due to an increase in operating
performance, lower pension contributions and lower interest payments. During 2015, we recorded a pension
settlement charge of $40.3 million in connection with a lump-sum payment offer made to certain former employees
who participated in certain qualified pension plans. The lump-sum payments were made with cash from the qualified
pension plans, not with Company cash.
Net cash provided by operating activities increased in 2014 compared with 2013 due to lower income tax
payments and pension-related payments partially offset by a decline in operating performance. We made estimated
tax payments of approximately $11 million in 2014 compared with approximately $53 million in 2013, with the
amount in 2013 mainly driven by the 2012 sales of our ownership interests in Indeed.com and Fenway Sports Group.
We made payments to certain pension plans of approximately $39 million (including a lump-sum payment of $24
million in connection with a pension settlement) in 2014 compared with approximately $74 million in 2013.
Investing Activities
Cash from investing activities generally includes proceeds from marketable securities that have matured and
the sale of assets, investments or a business. Cash used in investing activities generally includes purchases of
marketable securities, payments for capital projects, restricted cash primarily subject to collateral requirements for
obligations under our workers’ compensation programs, acquisitions of new businesses and investments.
Net cash used in investing activities in 2015 was primarily due to maturities of marketable securities, offset by
purchases of marketable securities and capital expenditures.
Net cash used in investing activities in 2014 was primarily due to purchases of marketable securities, capital
expenditures and changes in restricted cash. Additionally during 2014, net cash used in investing activities included
the repayment of approximately $26 million of loans taken against the cash value of our corporate-owned life
insurance policies.
Net cash used in investing activities in 2013 was primarily due to purchases of marketable securities and
payments for capital expenditures, offset by proceeds from the sales of the New England Media Group and our
ownership interest in Metro Boston.
Capital expenditures were $27.0 million, $35.4 million and $16.9 million in 2015, 2014 and 2013, respectively.
Financing Activities
Cash from financing activities generally includes borrowings under third-party financing arrangements, the
issuance of long-term debt and funds from stock option exercises. Cash used in financing activities generally includes
the repayment of amounts outstanding under third-party financing arrangements, the payment of dividends and
share repurchases.
P. 34 – THE NEW YORK TIMES COMPANY
Net cash used in financing activities in 2015 was primarily related to the repayment, at maturity, of $223.7
million remaining under our 5.0% Notes, share repurchases of $69.3 million and dividend payments of $26.6 million,
partially offset by $101.1 million of proceeds from the exercise of warrants.
Net cash used in financing activities in 2014 was primarily due to repurchases of $18.4 million of our 6.625%
Notes and $20.4 million of our 5.0% Notes and dividend payments of $24.9 million offset by proceeds from stock
option exercises.
Net cash used in financing activities in 2013 was primarily due to the repurchase of $17.4 million of our 6.625%
Notes and dividend payments, offset by proceeds from stock option exercises.
See “— Third-Party Financing” below and our Consolidated Statements of Cash Flows for additional
information on our sources and uses of cash.
Restricted Cash
We were required to maintain $28.7 million and $30.2 million of restricted cash as of December 27, 2015, and
December 28, 2014, respectively, primarily related to certain collateral requirements for obligations under our
workers’ compensation programs.
Third-Party Financing
As of December 27,2015, our current indebtedness included the 6.625% Notes and the repurchase option related
to a sale-leaseback of a portion of our New York headquarters. See Note 6 for information regarding our total debt
and capital lease obligations. See Note 8 for information regarding the fair value of our long-term debt.
Contractual Obligations
The information provided is based on management’s best estimate and assumptions of our contractual
obligations as of December 27, 2015. Actual payments in future periods may vary from those reflected in the
table.
(In thousands)
Debt(1)
Capital leases(2)
Operating leases(2)
Benefit plans(3)
Total
Payment due in
Total
2016
2017-2018
2019-2020
Later Years
$
537,858
$
228,481
$
54,768
$
254,609
$
8,901
36,680
373,707
552
11,416
44,924
1,104
15,114
89,696
7,245
5,979
77,878
—
—
4,171
161,209
$
957,146
$
285,373
$
160,682
$
345,711
$
165,380
(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 2021-2025. 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 2025, 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.
“Other Liabilities — Other” in our Consolidated Balance Sheets include liabilities related to (1) deferred
compensation, primarily related to our deferred executive compensation plan (the “DEC”), (2) uncertain tax positions
and (3) various other liabilities. These liabilities are not included in the table above primarily because the future
payments are not determinable.
The DEC enables certain eligible executives to elect to defer a portion of their compensation on a pre-tax basis.
The deferred amounts are invested at the executives’ option in various mutual funds. The fair value of deferred
compensation is based on the mutual fund investments elected by the executives and on quoted prices in active
THE NEW YORK TIMES COMPANY – P. 35
markets for identical assets. The DEC has been frozen effective December 31, 2015. See Note 11 of the Notes to the
Consolidated Financial Statements for additional information on “Other Liabilities — Other.”
Our liability for uncertain tax positions was approximately $18 million, including approximately $4 million of
accrued interest and penalties as of December 27, 2015. Until formal resolutions are reached between us and the tax
authorities, the timing and amount of a possible audit settlement for uncertain tax benefits is not practicable.
Therefore, we do not include this obligation in the table of contractual obligations. See Note 12 of the Notes to the
Consolidated Financial Statements for additional information on “Income Taxes.”
We have a contract with Resolute, a major paper supplier, to purchase newsprint. The contract requires us to
purchase annually the lesser of a fixed number of tons or a percentage of our total newsprint requirement at market
rate in an arm’s length transaction. Since the quantities of newsprint purchased annually under this contract are based
on our total newsprint requirement, the amount of the related payments for these purchases is excluded from the
table above.
Off-Balance Sheet Arrangements
We did not have any material off-balance sheet arrangements as of December 27, 2015.
CRITICAL ACCOUNTING POLICIES
Our Consolidated Financial Statements are prepared in accordance with GAAP. The preparation of these
financial statements requires management to make estimates and assumptions that affect the amounts reported in the
Consolidated Financial Statements for the periods presented.
We continually evaluate the policies and estimates we use to prepare our Consolidated Financial Statements. In
general, management’s estimates are based on historical experience, information from third-party professionals and
various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results may
differ from those estimates made by management.
Our critical accounting policies include our accounting for goodwill, retirement benefits, income taxes and self-
insurance liabilities. Specific risks related to our critical accounting policies are discussed below.
Goodwill
We evaluate whether there has been an impairment of goodwill on an annual basis or in an interim period if
certain circumstances indicate that a possible impairment may exist.
(In thousands)
Goodwill
Total assets
Percentage of goodwill to total assets
December 27,
2015
December 28,
2014
$
$
109,085
2,417,690
$
$
116,422
2,566,474
5%
5%
The impairment analysis is considered critical because of the significance of goodwill to our Consolidated
Balance Sheets.
We test for goodwill impairment at the reporting unit level, which is our operating segment. We first perform a
qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less
than its carrying value. The qualitative assessment includes, but is not limited to, the results of our most recent
quantitative impairment test, consideration of industry, market and macroeconomic conditions, cost factors, cash
flows, changes in key management personnel and our share price. The result of this assessment determines whether it
is necessary to perform the goodwill impairment two-step test. For the 2015 annual impairment testing, based on our
qualitative assessment, we concluded that it is more likely than not that goodwill is not impaired.
If we determine that it is more likely than not that the fair value of our reporting unit is less than its carrying
value, in the first step we compare the fair value of the reporting unit with its carrying amount, including goodwill.
Fair value is calculated by a combination of a discounted cash flow model and a market approach model. In
calculating fair value for each reporting unit, we generally weigh the results of the discounted cash flow model more
heavily than the market approach because the discounted cash flow model is specific to our business and long-term
projections. If the fair value exceeds the carrying amount, goodwill is not considered impaired. If the carrying amount
P. 36 – THE NEW YORK TIMES COMPANY
exceeds the fair value, the second step must be performed to measure the amount of the impairment loss, if any. In the
second step, we compare the implied fair value of the reporting unit’s goodwill with the carrying amount of that
goodwill. An impairment loss would be recognized in an amount equal to the excess of the carrying amount of the
goodwill over the implied fair value of the goodwill.
The discounted cash flow analysis requires us to make various judgments, estimates and assumptions, many of
which are interdependent, about future revenues, operating margins, growth rates, capital expenditures, working
capital and discount rates. The starting point for the assumptions used in our discounted cash flow analysis is the
annual long-range financial forecast. The annual planning process that we undertake to prepare the long-range
financial forecast takes into consideration a multitude of factors, including historical growth rates and operating
performance, related industry trends, macroeconomic conditions, and marketplace data, among others. Assumptions
are also made for perpetual growth rates for periods beyond the long-range financial forecast period. Our estimates of
fair value are sensitive to changes in all of these variables, certain of which relate to broader macroeconomic
conditions outside our control.
The market approach analysis includes applying a multiple, based on comparable market transactions, to
certain operating metrics of the reporting unit.
The significant estimates and assumptions used by management in assessing the recoverability of goodwill are
estimated future cash flows, discount rates, growth rates, as well as other factors. Any changes in these estimates or
assumptions could result in an impairment charge. The estimates, based on reasonable and supportable assumptions
and projections, require management’s subjective judgment. Depending on the assumptions and estimates used, the
estimated results of the impairment tests can vary within a range of outcomes.
In addition to annual testing, management uses certain indicators to evaluate whether the carrying value of our
reporting unit may not be recoverable and an interim impairment test may be required. These indicators include: (1)
current-period operating or cash flow declines combined with a history of operating or cash flow declines or a
projection/forecast that demonstrates continuing declines in the cash flow or the inability to improve our operations
to forecasted levels, (2) a significant adverse change in the business climate, whether structural or technological, (3)
significant impairments and (4) a decline in our stock price and market capitalization.
Management has applied what it believes to be the most appropriate valuation methodology for its impairment
testing. Additionally, management believes that the likelihood of an impairment of goodwill is remote due to the
excess market capitalization relative to its net book value. See Note 4 of the Notes to the Consolidated Financial
Statements.
Retirement Benefits
Our single-employer pension and other postretirement benefit costs and obligations are accounted for using
actuarial valuations. We recognize the funded status of these plans – measured as the difference between plan assets,
if funded, and the benefit obligation – on the balance sheet and recognize changes in the funded status that arise
during the period but are not recognized as components of net periodic pension cost, within other comprehensive
income/(loss), net of tax. The assets related to our funded pension plans are measured at fair value.
We also recognize the present value of pension liabilities associated with the withdrawal from multiemployer
pension plans.
We consider accounting for retirement plans critical to our operations because management is required to make
significant subjective judgments about a number of actuarial assumptions, which include discount rates, health-care
cost trend rates, long-term return on plan assets and mortality rates. These assumptions may have an effect on the
amount and timing of future contributions. Depending on the assumptions and estimates used, the impact from our
pension and other postretirement benefits could vary within a range of outcomes and could have a material effect on
our Consolidated Financial Statements.
See “— Pensions and Other Postretirement Benefits” below for more information on our retirement benefits.
Income Taxes
We consider accounting for income taxes critical to our operating results because management is required to
make significant subjective judgments in developing our provision for income taxes, including the determination of
deferred tax assets and liabilities, and any valuation allowances that may be required against deferred tax assets.
THE NEW YORK TIMES COMPANY – P. 37
Income taxes are recognized for the following: (1) amount of taxes payable for the current year and (2) deferred
tax assets and liabilities for the future tax consequence of events that have been recognized differently in the financial
statements than for tax purposes. Deferred tax assets and liabilities are established using statutory tax rates and are
adjusted for tax rate changes in the period of enactment.
We assess whether our deferred tax assets shall be reduced by a valuation allowance if it is more likely than not
that some portion or all of the deferred tax assets will not be realized. Our process includes collecting positive (e.g.,
sources of taxable income) and negative (e.g., recent historical losses) evidence and assessing, based on the evidence,
whether it is more likely than not that the deferred tax assets will not be realized.
We recognize in our financial statements the impact of a tax position if that tax position is more likely than not
of being sustained on audit, based on the technical merits of the tax position. This involves the identification of
potential uncertain tax positions, the evaluation of tax law and an assessment of whether a liability for uncertain tax
positions is necessary. Different conclusions reached in this assessment can have a material impact on the
Consolidated Financial Statements.
We operate within multiple taxing jurisdictions and are subject to audit in these jurisdictions. These audits can
involve complex issues, which could require an extended period of time to resolve. Until formal resolutions are
reached between us and the tax authorities, the timing and amount of a possible audit settlement for uncertain tax
benefits is difficult to predict.
Self-Insurance
We self-insure for workers’ compensation costs, automobile and general liability claims, up to certain
deductible limits, as well as for certain employee medical and disability benefits. The recorded liabilities for self-
insured risks are primarily calculated using actuarial methods. The liabilities include amounts for actual claims, claim
growth and claims incurred but not yet reported. Actual experience, including claim frequency and severity as well as
health-care inflation, could result in different liabilities than the amounts currently recorded. The recorded liabilities
for self-insured risks were approximately $41 million and $43 million as of December 27, 2015 and December 28, 2014,
respectively.
PENSIONS AND OTHER POSTRETIREMENT BENEFITS
We sponsor several single-employer defined benefit pension plans, the majority of which have been frozen. We
also participate in joint Company and Guild-sponsored plans covering employees who are members of The
NewsGuild of New York, including The Newspaper Guild of New York - The New York Times Pension Fund, which
was frozen in 2012 and replaced with a new defined benefit pension plan, The Guild-Times Adjustable Pension Plan.
Our pension liability also includes our multiemployer pension plan withdrawal obligations. Our liability for
postretirement obligations includes our liability to provide health benefits to eligible retired employees.
The table below includes the liability for all of these plans.
(In thousands)
Pension and other postretirement liabilities (includes current portion)
Total liabilities
December 27,
2015
December 28,
2014
$
$
714,787
1,589,235
$
$
728,577
1,838,125
Percentage of pension and other postretirement liabilities to total liabilities
45%
40%
Pension Benefits
Our Company-sponsored defined benefit pension plans include qualified plans (funded) as well as non-
qualified plans (unfunded). These plans provide participating employees with retirement benefits in accordance with
benefit formulas detailed in each plan. All of our non-qualified plans, which provide enhanced retirement benefits to
select employees, are currently frozen, except for a foreign-based pension plan discussed below.
Our joint Company and Guild-sponsored plans are both qualified plans and are included in the table below.
We also have a foreign-based pension plan for certain non-U.S. employees (the “foreign plan”). The information
for the foreign plan is combined with the information for U.S. non-qualified plans. The benefit obligation of the
foreign plan is immaterial to our total benefit obligation.
P. 38 – THE NEW YORK TIMES COMPANY
The funded status of our qualified and non-qualified pension plans as of December 27, 2015 is as follows:
(In thousands)
Pension obligation
Fair value of plan assets
Pension underfunded/unfunded obligation, net
December 27, 2015
Qualified
Plans
Non-Qualified
Plans
All Plans
$
$
1,851,910
$
247,087
$
2,098,997
1,579,356
—
1,579,356
(272,554) $
(247,087) $
(519,641)
We made contributions of approximately $7 million to certain qualified pension plans in 2015. We expect
contributions to total approximately $8 million to satisfy minimum funding requirements in 2016.
Pension expense is calculated using a number of actuarial assumptions, including an expected long-term rate of
return on assets (for qualified plans) and a discount rate. Our methodology in selecting these actuarial assumptions is
discussed below.
In determining the expected long-term rate of return on assets, we evaluated input from our investment
consultants, actuaries and investment management firms, including our review of asset class return expectations, as
well as long-term historical asset class returns. Projected returns by such consultants and economists are based on
broad equity and bond indices. Our objective is to select an average rate of earnings expected on existing plan assets
and expected contributions to the plan during the year. The expected long-term rate of return determined on this
basis was 7.00% at the beginning of 2015. Our plan assets had an average rate of return of approximately (3.25)% in
2015 and an average annual return of approximately 5.76% over the three-year period 2013-2015. We regularly review
our actual asset allocation and periodically rebalance our investments to meet our investment strategy.
The market-related value of plan assets is multiplied by the expected long-term rate of return on assets to
compute the expected return on plan assets, a component of net periodic pension cost. The market-related value of
plan assets is a calculated value that recognizes changes in fair value over three years.
Based on the composition of our assets at the end of the year, we estimated our 2016 expected long-term rate of
return to be 7.00%, the same expected long-term rate used in 2015. If we had decreased our expected long-term rate of
return on our plan assets by 50 basis points to 6.50% in 2015, pension expense would have increased by
approximately $8 million in 2015 for our qualified pension plans. Our funding requirements would not have been
materially affected.
We determined our discount rate using a Ryan ALM, Inc. Curve (the “Ryan Curve”). The Ryan Curve provides
the bonds included in the curve and allows adjustments for certain outliers (e.g., bonds on “watch”). We believe the
Ryan Curve allows us to calculate an appropriate discount rate.
To determine our discount rate, we project a cash flow based on annual accrued benefits. For active
participants, the benefits under the respective pension plans are projected to the date of termination. The projected
plan cash flow is discounted to the measurement date, which is the last day of our fiscal year, using the annual spot
rates provided in the Ryan Curve. A single discount rate is then computed so that the present value of the benefit cash
flow equals the present value computed using the Ryan Curve rates.
The weighted-average discount rate determined on this basis was 4.60% for our qualified plans and 4.40% for
our non-qualified plans as of December 27, 2015.
If we had decreased the expected discount rate by 50 basis points for our qualified plans and our non-qualified
plans in 2015, pension expense would have increased by approximately $2 million as of December 27, 2015 and our
pension obligation would have increased by approximately $128 million.
We will continue to evaluate all of our actuarial assumptions, generally on an annual basis, and will adjust as
necessary. Actual pension expense will depend on future investment performance, changes in future discount rates,
the level of contributions we make and various other factors.
We also recognize the present value of pension liabilities associated with the withdrawal from multiemployer
pension plans. Our multiemployer pension plan withdrawal liability was approximately $124 million as of
December 27, 2015. This liability represents the present value of the obligations related to complete and partial
withdrawals that have already occurred as well as an estimate of future partial withdrawals that we considered
THE NEW YORK TIMES COMPANY – P. 39
probable and reasonably estimable. For those plans that have yet to provide us with a demand letter, the actual
liability will not be known until they complete a final assessment of the withdrawal liability and issue a demand to
us. Therefore, the estimate of our multiemployer pension plan liability will be adjusted as more information becomes
available that allows us to refine our estimates.
See Note 9 of the Notes to the Consolidated Financial Statements for additional information regarding our
pension plans.
Other Postretirement Benefits
We provide health benefits to retired employees (and their eligible dependents) who meet the definition of an
eligible participant and certain age and service requirements, as outlined in the plan document. While we offer pre-
age 65 retiree medical coverage to employees who meet certain retiree medical eligibility requirements, we do not
provide post-age 65 retiree medical benefits for employees who retired on or after March 1, 2009. We also contribute to
a postretirement plan under the provisions of a collective bargaining agreement. We accrue the costs of postretirement
benefits during the employees’ active years of service and our policy is to pay our portion of insurance premiums and
claims from our assets.
The annual postretirement expense was calculated using a number of actuarial assumptions, including a health-
care cost trend rate and a discount rate. The health-care cost trend rate was 7.20% as of December 27, 2015. A one-
percentage point change in the assumed health-care cost trend rate would result in an increase of $0.1 million or a
decrease of $0.1 million in our 2015 service and interest costs, respectively, two factors included in the calculation of
postretirement expense. A one-percentage point change in the assumed health-care cost trend rate would result in an
increase of approximately $1.8 million or a decrease of approximately $1.5 million in our accumulated benefit
obligation as of December 27, 2015. Our discount rate assumption for postretirement benefits is consistent with that
used in the calculation of pension benefits. See “— Pension Benefits” above for information on our discount rate
assumption.
See Note 10 of the Notes to the Consolidated Financial Statements for additional information regarding our
other postretirement benefits.
Change in Discount Rate Methodology
For fiscal year 2016, we are changing the approach used to calculate the service and interest components of net
periodic benefit cost for benefit plans to provide a more precise measurement of service and interest costs.
Historically, we calculated these service and interest components utilizing a single weighted-average discount rate
derived from the yield curve used to measure the benefit obligation at the beginning of the period. Going forward, we
have elected to utilize an approach that discounts the individual expected cash flows using the applicable spot rates
derived from the yield curve over the projected cash flow period. The spot rates used to estimate 2016 service and
interest costs ranged from 0.84% to 5.18%.
Based on current economic conditions, we estimate that the service cost and interest cost for our benefit plans
will be reduced by approximately $19 million in 2016 assuming no interim re-measurement of our benefit obligations.
We have accounted for this change as a change in accounting estimate that is inseparable from a change in accounting
principle and accordingly have accounted for it prospectively. This change in accounting estimate does not affect the
measurement of our total benefit obligations at year end. Accordingly, this change in accounting estimate has no
impact on our fiscal year ended 2015 consolidated GAAP results and will have no impact on our non-GAAP financial
measures. See Notes 9 and 10 of the Notes to the Consolidated Financial Statements for more information regarding
the effect of this change in accounting estimate on our pension benefits and other postretirement benefits, respectively.
RECENT ACCOUNTING PRONOUNCEMENTS
See Note 2 of the Notes to the Consolidated Financial Statements for information regarding recent accounting
pronouncements.
P. 40 – THE NEW YORK TIMES COMPANY
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our market risk is principally associated with the following:
• We do not have interest rate risk related to our debt because, as of December 27, 2015, our portfolio does not
include variable-rate debt. However, we will have fair value risk related to our fixed-rate debt if we
repurchase or exchange long-term debt prior to maturity.
• Newsprint is a commodity subject to supply and demand market conditions. Our equity investment in
Malbaie provides a substantial hedge against price volatility. The cost of raw materials, of which newsprint
expense is a major component, represented approximately 6% of our total operating costs in both 2015 and
2014. Based on the number of newsprint tons consumed in 2015 and 2014, a $10 per ton increase in newsprint
prices would have resulted in additional newsprint expense of $1.0 million (pre-tax) in 2015 and $1.1 million
(pre-tax) in 2014, but would also result in improved performance in this joint venture investment.
• The discount rate used to measure the benefit obligations for our qualified pension plans is determined by
using the Ryan Curve, which provides rates for the bonds included in the curve and allows adjustments for
certain outliers (e.g., 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.
See Notes 5, 6, 9 and 18 of the Notes to the Consolidated Financial Statements.
THE NEW YORK TIMES COMPANY – P. 41
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
THE NEW YORK TIMES COMPANY 2015 FINANCIAL REPORT
INDEX
PAGE
Management’s Responsibility for the Financial Statements
Management’s Report on Internal Control Over Financial Reporting
Report of Independent Registered Public Accounting Firm on Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm on Internal Control Over Financial
Reporting
Consolidated Balance Sheets as of December 27, 2015 and December 28, 2014
Consolidated Statements of Operations for the years ended December 27, 2015, December 28, 2014
and December 29, 2013
Consolidated Statements of Comprehensive Income/(Loss) for the years ended December 27, 2015,
December 28, 2014 and December 29, 2013
Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 27,
2015, December 28, 2014 and December 29, 2013
Consolidated Statements of Cash Flows for the years ended December 27, 2015, December 28, 2014
and December 29, 2013
Notes to the Consolidated Financial Statements
1. Basis of Presentation
2. Summary of Significant Accounting Policies
3. Marketable Securities
4. Goodwill
5. Investments
6. Debt Obligations
7. Other
8. Fair Value Measurements
9. Pension Benefits
10. Other Postretirement Benefits
11. Other Liabilities
12. Income Taxes
13. Discontinued Operations
14. Earnings/(Loss) Per Share
15. Stock-Based Awards
16. Stockholders’ Equity
17. Segment Information
18. Commitments and Contingent Liabilities
Schedule II – Valuation and Qualifying Accounts for the three years ended December 27, 2015
Quarterly Information (Unaudited)
P. 42 – THE NEW YORK TIMES COMPANY
43
43
44
45
46
48
50
51
52
54
54
54
59
59
59
61
62
63
65
76
79
79
82
84
85
87
89
89
91
92
REPORT OF MANAGEMENT
Management’s Responsibility for the Financial Statements
The Company’s consolidated financial statements were prepared by management, who is responsible for their
integrity and objectivity. The consolidated financial statements have been prepared in accordance with accounting
principles generally accepted in the United States of America (“GAAP”) and, as such, include amounts based on
management’s best estimates and judgments.
Management is further responsible for establishing and maintaining adequate internal control over financial
reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. The Company’s
internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The
Company follows and continuously monitors its policies and procedures for internal control over financial reporting
to ensure that this objective is met (see “Management’s Report on Internal Control Over Financial Reporting” below).
The consolidated financial statements were audited by Ernst & Young LLP, an independent registered public
accounting firm, in 2015, 2014 and 2013. Its audits were conducted in accordance with the standards of the Public
Company Accounting Oversight Board (United States) and its report is shown on Page 44.
The Audit Committee of the Board of Directors, which is composed solely of independent directors, meets
regularly with the independent registered public accounting firm, internal auditors and management to discuss
specific accounting, financial reporting and internal control matters. Both the independent registered public
accounting firm and the internal auditors have full and free access to the Audit Committee. Each year the Audit
Committee selects, subject to ratification by stockholders, the firm which is to perform audit and other related work
for the Company.
Management’s Report on Internal Control Over Financial Reporting
Management of the Company is responsible for establishing and maintaining adequate internal control over
financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. The
Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with GAAP. The Company’s internal control over financial reporting includes those policies and procedures that:
• pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions
and dispositions of the assets of the Company;
• provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with GAAP, and that receipts and expenditures of the Company are being made
only in accordance with authorizations of management and directors of the Company; and
• provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or
disposition of the Company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies
or procedures may deteriorate.
Our management, with the participation of our principal executive officer and principal financial officer,
assessed the effectiveness of the Company’s internal control over financial reporting as of December 27, 2015. In
making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the
Treadway Commission in Internal Control — Integrated Framework (2013 framework). Based on its assessment,
management concluded that the Company’s internal control over financial reporting was effective as of December 27,
2015.
The Company’s independent registered public accounting firm, Ernst & Young LLP, that audited the
consolidated financial statements of the Company included in this Annual Report on Form 10-K, has issued an
attestation report on the Company’s internal control over financial reporting as of December 27, 2015, which is
included on Page 45 in this Annual Report on Form 10-K.
THE NEW YORK TIMES COMPANY – P. 43
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
ON CONSOLIDATED FINANCIAL STATEMENTS
To the Board of Directors and Stockholders of
The New York Times Company
New York, New York
We have audited the accompanying consolidated balance sheets of The New York Times Company as of
December 27, 2015 and December 28, 2014, and the related consolidated statements of operations, comprehensive
income/(loss), changes in stockholders’ equity, and cash flows for each of the three fiscal years in the period ended
December 27, 2015. Our audits also included the financial statement schedule listed at Item 15(A)(2) of The New York
Times Company’s 2015 Annual Report on Form 10-K. These financial statements and schedule are the responsibility
of The New York Times Company’s management. Our responsibility is to express an opinion on these financial
statements and schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated
financial position of The New York Times Company at December 27, 2015 and December 28, 2014, and the
consolidated results of its operations and its cash flows for each of the three fiscal years in the period ended
December 27, 2015, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related
financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents
fairly in all material respects, the information set forth therein.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board
(United States), The New York Times Company’s internal control over financial reporting as of December 27, 2015,
based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (2013 framework), and our report dated February 24, 2016 expressed an
unqualified opinion thereon.
/s/ Ernst & Young LLP
New York, New York
February 24, 2016
P. 44 – THE NEW YORK TIMES COMPANY
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
ON INTERNAL CONTROL OVER FINANCIAL REPORTING
To the Board of Directors and Stockholders of
The New York Times Company
New York, New York
We have audited The New York Times Company’s internal control over financial reporting as of December 27,
2015, based on criteria established in Internal Control — Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). The New York Times
Company’s management is responsible for maintaining effective internal control over financial reporting, and for its
assessment of the effectiveness of internal control over financial reporting included in the accompanying
Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on
The New York Times Company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about
whether effective internal control over financial reporting was maintained in all material respects. Our audit included
obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness
exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and
performing such other procedures as we considered necessary in the circumstances. We believe that our audit
provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A company’s internal control over financial reporting
includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with
generally accepted accounting principles, and that receipts and expenditures of the company are being made only in
accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance
regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that
could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies
or procedures may deteriorate.
In our opinion, The New York Times Company maintained, in all material respects, effective internal control
over financial reporting as of December 27, 2015 based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board
(United States), the consolidated balance sheets of The New York Times Company as of December 27, 2015 and
December 28, 2014, and the related consolidated statements of operations, comprehensive income/(loss), changes in
stockholders’ equity, and cash flows for each of the three fiscal years in the period ended December 27, 2015 and our
report dated February 24, 2016 expressed an unqualified opinion thereon.
/s/ Ernst & Young LLP
New York, New York
February 24, 2016
THE NEW YORK TIMES COMPANY – P. 45
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
Assets
Current assets
Cash and cash equivalents
Short-term marketable securities
Accounts receivable (net of allowances of $13,485 in 2015 and $12,860 in 2014)
Deferred income taxes
Prepaid expenses
Other current assets
Total current assets
Long-term marketable securities
Investments in joint ventures
Property, plant and equipment:
Equipment
Buildings, building equipment and improvements
Software
Land
Assets in progress
Total, at cost
Less: accumulated depreciation and amortization
Property, plant and equipment, net
Goodwill
Deferred income taxes
Miscellaneous assets
Total assets
See Notes to the Consolidated Financial Statements.
December 27,
2015
December 28,
2014
$
105,776
$
507,639
207,180
—
19,430
22,507
862,532
291,136
22,815
522,197
642,118
203,879
105,710
15,509
1,489,413
(856,974)
632,439
109,085
309,142
190,541
176,607
636,743
212,690
63,640
25,635
32,780
1,148,095
167,820
22,069
542,265
652,220
208,241
105,710
10,685
1,519,121
(853,363)
665,758
116,422
252,587
193,723
$
2,417,690
$
2,566,474
P. 46 – THE NEW YORK TIMES COMPANY
CONSOLIDATED BALANCE SHEETS — continued
(In thousands, except share and per share data)
Liabilities and stockholders’ equity
Current liabilities
Accounts payable
Accrued payroll and other related liabilities
Unexpired subscriptions
Current portion of long-term debt and capital lease obligations
Accrued expenses
Accrued income taxes
Total current liabilities
Other liabilities
Long-term debt and capital lease obligations
Pension benefits obligation
Postretirement benefits obligation
Other
Total other liabilities
Stockholders’ equity
Common stock of $.10 par value:
Class A – authorized: 300,000,000 shares; issued: 2015 – 168,263,533; 2014 – 151,701,136
(including treasury shares: 2015 – 7,691,129; 2014 – 2,180,442)
Class B – convertible – authorized and issued shares: 2015 – 816,635; 2014 – 816,635 (including
treasury shares: 2015 – none; 2014 – none)
Additional paid-in capital
Retained earnings
Common stock held in treasury, at cost
Accumulated other comprehensive loss, net of income taxes:
Foreign currency translation adjustments
Funded status of benefit plans
Total accumulated other comprehensive loss, net of income taxes
Total New York Times Company stockholders’ equity
Noncontrolling interest
Total stockholders’ equity
December 27,
2015
December 28,
2014
$
96,082
$
98,256
60,184
188,377
98,780
21,906
563,585
242,851
627,697
62,879
92,223
94,401
91,755
58,736
223,662
124,740
7,214
600,508
426,458
631,756
71,628
107,775
1,025,650
1,237,617
16,826
82
146,348
1,328,744
(156,155)
17
(509,111)
(509,094)
826,751
1,704
828,455
15,170
82
39,217
1,291,907
(86,253)
5,705
(539,500)
(533,795)
726,328
2,021
728,349
Total liabilities and stockholders’ equity
$
2,417,690
$
2,566,474
See Notes to the Consolidated Financial Statements.
THE NEW YORK TIMES COMPANY – P. 47
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands)
Revenues
Circulation
Advertising
Other
Total revenues
Operating costs
Production costs:
Raw materials
Wages and benefits
Other
Total production costs
Selling, general and administrative costs
Depreciation and amortization
Total operating costs
Early termination charge
Pension settlement charge
Multiemployer pension plan withdrawal expense
Operating profit
Loss from joint ventures
Interest expense, net
Income from continuing operations before income taxes
Income tax expense/(benefit)
Income from continuing operations
Discontinued operations:
Loss from discontinued operations, net of income taxes
(Loss)/gain on sale, net of income taxes
(Loss)/income from discontinued operations, net of income taxes
Net income
Net loss attributable to the noncontrolling interest
Years Ended
December 27,
2015
December 28,
2014
December 29,
2013
$
845,504
$
836,822
$
638,709
95,002
662,315
89,391
824,277
666,687
86,266
1,579,215
1,588,528
1,577,230
77,176
354,516
186,120
617,812
713,837
61,597
88,958
357,573
197,464
643,995
761,055
79,455
92,886
332,085
201,942
626,913
706,354
78,477
1,393,246
1,484,505
1,411,744
—
40,329
9,055
136,585
(783)
39,050
96,752
33,910
62,842
—
—
—
62,842
404
2,550
9,525
—
91,948
(8,368)
53,730
29,850
(3,541)
33,391
—
(1,086)
(1,086)
32,305
1,002
—
3,228
6,171
156,087
(3,215)
58,073
94,799
37,892
56,907
(20,413)
28,362
7,949
64,856
249
Net income attributable to The New York Times Company common
stockholders
Amounts attributable to The New York Times Company common stockholders:
Income from continuing operations
(Loss)/income from discontinued operations, net of income taxes
Net income
$
$
$
63,246
$
33,307
$
65,105
63,246
$
34,393
$
—
(1,086)
63,246
$
33,307
$
57,156
7,949
65,105
See Notes to the Consolidated Financial Statements.
P. 48 – THE NEW YORK TIMES COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS — continued
(In thousands, except per share data)
Average number of common shares outstanding:
Basic
Diluted
Basic earnings per share attributable to The New York Times Company common
stockholders:
Income from continuing operations
(Loss)/income from discontinued operations, net of income taxes
Net income
Diluted earnings per share attributable to The New York Times Company common
stockholders:
Income from continuing operations
(Loss)/income from discontinued operations, net of income taxes
Net income
Dividends declared per share
See Notes to the Consolidated Financial Statements.
Years Ended
December 27,
2015
December 28,
2014
December 29,
2013
164,390
166,423
150,673
161,323
149,755
157,774
$
$
$
$
$
0.38
$
—
0.38
$
0.38
$
—
0.38
0.16
$
$
0.23
$
(0.01)
0.22
$
0.21
$
(0.01)
0.20
0.16
$
$
0.38
0.05
0.43
0.36
0.05
0.41
0.08
THE NEW YORK TIMES COMPANY – P. 49
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS)
(In thousands)
Net income
Other comprehensive income/(loss), before tax:
Foreign currency translation adjustments-(loss)/gain
Unrealized gain on available-for-sale security
Pension and postretirement benefits obligation
Other comprehensive income/(loss), before tax
Income tax (expense)/ benefit
Other comprehensive income/(loss), net of tax
Comprehensive income/(loss)
Comprehensive income/(loss) attributable to the noncontrolling interest
Comprehensive income/(loss) attributable to The New York Times Company
common stockholders
See Notes to the Consolidated Financial Statements.
Years Ended
December 27,
2015
December 28,
2014
December 29,
2013
$
62,842
$
32,305
$
64,856
(8,803)
—
50,579
41,776
(16,988)
24,788
87,630
317
(11,006)
—
(206,889)
(217,895)
86,110
(131,785)
(99,480)
1,603
2,613
729
180,340
183,682
(73,165)
110,517
175,373
(313)
$
87,947
$
(97,877) $
175,060
P. 50 – THE NEW YORK TIMES COMPANY
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(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 30, 2012
$ 15,109 $
25,610 $1,230,450 $ (96,278) $
(512,566) $
662,325 $
3,311 $ 665,636
—
—
109,955
65,105
(12,037)
109,955
(249)
64,856
— (12,037)
562
110,517
Net income/(loss)
Dividends
Other comprehensive income
Issuance of shares:
Stock options – 914,272 Class A
shares
Stock conversions – 324 Class
B shares to Class A shares
Restricted stock units vested –
104,054 Class A shares
401(k) Company stock match –
303,066 Class A shares
Stock-based compensation
Income tax benefit related to share-
based payments
—
—
—
92
—
10
—
—
—
—
—
—
4,994
—
(756)
(6,571)
6,813
2,955
65,105
(12,037)
—
—
—
—
—
—
—
—
—
—
—
—
—
10,025
—
—
Net income/(loss)
Dividends
Other comprehensive loss
Issuance of shares:
Stock options – 169,286 Class A
shares
Stock conversions – 1,426
Class B shares to Class A
shares
Restricted stock units vested –
241,607 Class A shares
Stock-based compensation
Income tax shortfall related to
share-based payments
—
—
—
17
—
24
—
—
—
—
—
1,102
—
(2,355)
9,480
(2,055)
33,307
(24,918)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
Balance, December 29, 2013
15,211
33,045
1,283,518
(86,253)
(402,611)
Balance, December 28, 2014
15,252
39,217
1,291,907
(86,253)
(533,795)
Net income/(loss)
Dividends
Other comprehensive income
Issuance of shares:
Stock options – 341,362
Class A shares
Restricted stock units vested –
233,901 Class A shares
Performance-based awards –
87,134 Class A shares
Warrants – 15,900,000 Class A
shares
Share Repurchases – 5,511,233
Class A shares
Stock-based compensation
Income tax shortfall related to
share-based payments
—
—
—
34
23
9
—
—
—
1,909
(2,207)
(1,574)
1,590
99,474
—
—
—
—
10,431
(902)
63,246
(26,409)
—
—
—
—
—
—
—
—
—
—
—
19
— (69,921)
—
—
—
—
—
—
24,701
—
—
—
—
—
—
—
(131,184)
(131,184)
(601)
(131,785)
—
—
—
—
—
—
—
—
—
—
—
—
—
5,086
—
(746)
3,454
6,813
2,955
842,910
33,307
(24,918)
—
—
—
—
—
—
5,086
—
(746)
3,454
6,813
2,955
3,624
846,534
(1,002)
32,305
— (24,918)
1,119
—
(2,331)
9,480
(2,055)
726,328
63,246
(26,409)
24,701
1,943
(2,184)
(1,565)
—
—
—
—
—
1,119
—
(2,331)
9,480
(2,055)
2,021
728,349
(404)
62,842
— (26,409)
87
24,788
—
—
—
1,943
(2,184)
(1,565)
101,083
— 101,083
(69,921)
10,431
— (69,921)
— 10,431
(902)
—
(902)
Balance, December 27, 2015
$ 16,908 $ 146,348 $1,328,744 $(156,155) $
(509,094) $
826,751 $
1,704 $ 828,455
See Notes to the Consolidated Financial Statements.
THE NEW YORK TIMES COMPANY – P. 51
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Cash flows from operating activities
Net income
Adjustments to reconcile net income to net cash provided by operating activities:
Impairment of assets
Multiemployer pension plan withdrawal expense
Gain on insurance settlement
Pension settlement charge
Early termination charge
Loss/(gain) on sales of New England Media Group & About Group
Depreciation and amortization
Stock-based compensation expense
Undistributed loss of joint ventures
Deferred income taxes
Long-term retirement benefit obligations
Uncertain tax positions
Other – net
Changes in operating assets and liabilities:
Accounts receivable – net
Other current assets
Accounts payable and other liabilities
Unexpired subscriptions
Net cash provided by operating activities
Cash flows from investing activities
Purchases of marketable securities
Maturities of marketable securities
Repayment of borrowings against cash surrender value of corporate-owned life
insurance
Proceeds from sale of business
Proceeds from investments – net of purchases
Capital expenditures
Proceeds from insurance settlement
Change in restricted cash
Other-net
Net cash (used in)/provided by investing activities
Cash flows from financing activities
Long-term obligations:
Repayment of debt and capital lease obligations
Dividends paid
Capital shares:
Stock issuances
Repurchases
Windfall tax benefit related to share-based payments
Net cash used in financing activities
Net (decrease)/increase in cash and cash equivalents
Effect of exchange rate changes on cash and cash equivalents
Cash and cash equivalents at the beginning of the year
Cash and cash equivalents at the end of the year
See Notes to the Consolidated Financial Statements.
P. 52 – THE NEW YORK TIMES COMPANY
Years Ended
December 27,
2015
December 28,
2014
December 29,
2013
$
62,842 $
32,305 $
64,856
—
9,055
—
40,329
—
—
61,597
10,588
783
(10,102)
(15,404)
1,627
7,745
5,510
22,141
(22,833)
1,448
175,326
(818,865)
818,262
—
—
(5,068)
(26,965)
—
1,521
412
—
—
(1,859)
9,525
2,550
—
79,455
8,880
10,980
(10,621)
(37,334)
17,310
12,141
(10,166)
507
(33,911)
729
80,491
34,300
14,168
—
3,228
—
(47,561)
85,477
8,741
3,619
44,102
(112,133)
1,387
11,541
3,148
1,851
(83,072)
1,203
34,855
(777,945)
506,711
(860,848)
447,350
(26,005)
—
7,331
(35,350)
1,638
(1,401)
304
—
68,585
12,004
(16,942)
—
(3,806)
—
(30,703)
(324,717)
(353,657)
(223,648)
(26,599)
103,026
(69,293)
2,303
(214,211)
(69,588)
(1,243)
176,607
105,776 $
$
(38,857)
(24,858)
1,120
—
1,209
(61,386)
(305,612)
(526)
482,745
176,607 $
(19,959)
(6,040)
5,086
—
1,654
(19,259)
(338,061)
316
820,490
482,745
SUPPLEMENTAL DISCLOSURES TO CONSOLIDATED STATEMENTS OF CASH FLOWS
Cash Flow Information
(In thousands)
Cash payments
Interest, net of capitalized interest
Income tax payment/(refunds) – net
See Notes to the Consolidated Financial Statements.
Non-Cash Investing Activities
Years Ended
December 27,
2015
December 28,
2014
December 29,
2013
$
$
41,449 $
21,078 $
54,252 $
21,325 $
54,821
42,792
In each of 2014 and 2013, we received approximately $7 million of the total amount held in escrow to satisfy
certain indemnification provisions related to the sale of our remaining ownership interest in Indeed.com in 2012.
THE NEW YORK TIMES COMPANY – P. 53
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation
Nature of Operations
The New York Times Company is a global media organization that includes newspapers, print and digital
products and investments (see Note 5). The New York Times Company and its consolidated subsidiaries are referred
to collectively as the “Company,” “we,” “our” and “us.” Our major sources of revenue are circulation and advertising.
Principles of Consolidation
The accompanying Consolidated Financial Statements have been prepared in accordance with generally
accepted accounting principles in the United States of America (“GAAP”) and include the accounts of our Company
and our wholly and majority-owned subsidiaries after elimination of all significant intercompany transactions.
The portion of the net income or loss and equity of a subsidiary attributable to the owners of a subsidiary other
than the Company (a noncontrolling interest) is included as a component of consolidated stockholders‘ equity in our
Consolidated Balance Sheets, within net income or loss in our Consolidated Statements of Operations, within
comprehensive income or loss in our Consolidated Statements of Comprehensive Income/(Loss) and as a component
of consolidated stockholders’ equity in our Consolidated Statements of Changes in Stockholders’ Equity.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and
assumptions that affect the amounts reported in our Consolidated Financial Statements. Actual results could differ
from these estimates.
Fiscal Year
Our fiscal year end is the last Sunday in December. Fiscal years 2015, 2014 and 2013 each comprised 52 weeks
and ended on December 27, 2015, December 28, 2014, and December 29, 2013, respectively.
2. Summary of Significant Accounting Policies
Cash and Cash Equivalents
We consider all highly liquid debt instruments with original maturities of three months or less to be cash
equivalents.
Marketable Securities
We have investments in marketable debt securities. We determine the appropriate classification of our
investments at the date of purchase and reevaluate the classifications at the balance sheet date. Marketable debt
securities with maturities of 12 months or less are classified as short-term. Marketable debt securities with maturities
greater than 12 months are classified as long-term. We have the intent and ability to hold our marketable debt
securities until maturity; therefore, they are accounted for as held-to-maturity and stated at amortized cost.
Concentration of Risk
Financial instruments, which potentially subject us to concentration of risk, are cash and cash equivalents and
investments. Cash and cash equivalents are placed with major financial institutions. As of December 27, 2015, we had
cash balances at financial institutions in excess of federal insurance limits. We periodically evaluate the credit
standing of these financial institutions as part of our ongoing investment strategy.
Our investment portfolio consists of investment-grade securities diversified among security types, issuers and
industries. Our cash and investments are primarily managed by third-party investment managers who are required to
adhere to investment policies approved by our Board of Directors designed to mitigate risk.
Accounts Receivable
Credit is extended to our advertisers and our subscribers based upon an evaluation of the customer’s financial
condition, and collateral is not required from such customers. Allowances for estimated credit losses, rebates, returns,
rate adjustments and discounts are generally established based on historical experience.
P. 54 – THE NEW YORK TIMES COMPANY
Inventories
Inventories are stated at the lower of cost or current market value. Inventory cost is generally based on the last-
in, first-out (“LIFO”) method for newsprint and the first-in, first-out (“FIFO”) method for other inventories.
Investments
Investments in which we have at least a 20%, but not more than a 50%, interest are generally accounted for
under the equity method. Investment interests below 20% are generally accounted for under the cost method, except
if we could exercise significant influence, the investment would be accounted for under the equity method.
We evaluate whether there has been an impairment of our cost and equity method investments annually or in
an interim period if circumstances indicate that a possible impairment may exist.
Property, Plant and Equipment
Property, plant and equipment are stated at cost. Depreciation is computed by the straight-line method over the
shorter of estimated asset service lives or lease terms as follows: buildings, building equipment and improvements –
10 to 40 years; equipment – 3 to 30 years; and software – 2 to 5 years. We capitalize interest costs and certain staffing
costs as part of the cost of major projects.
We evaluate whether there has been an impairment of long-lived assets, primarily property, plant and
equipment, if certain circumstances indicate that a possible impairment may exist. These assets are tested for
impairment at the asset group level associated with the lowest level of cash flows. An impairment exists if the
carrying value of the asset (1) is not recoverable (the carrying value of the asset is greater than the sum of
undiscounted cash flows) and (2) is greater than its fair value.
Goodwill
Goodwill is the excess of cost over the fair value of tangible and other intangible net assets acquired. Goodwill
is not amortized but tested for impairment annually or in an interim period if certain circumstances indicate a
possible impairment may exist. Our annual impairment testing date is the first day of our fiscal fourth quarter.
We test for goodwill impairment at the reporting unit level, which is our single operating segment. We first
perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit
is less than its carrying value. The qualitative assessment includes, but is not limited to, the results of our most recent
quantitative impairment test, consideration of industry, market and macroeconomic conditions, cost factors, cash
flows, changes in key management personnel and our share price. The result of this assessment determines whether it
is necessary to perform the goodwill impairment two-step test. For the 2015 annual impairment testing, based on our
qualitative assessment, we concluded that it is more likely than not that goodwill is not impaired.
If we determine that it is more likely than not that the fair value of a reporting unit is less than its carrying
value, in the first step, we compare the fair value of the reporting unit with its carrying amount, including goodwill.
Fair value is calculated by a combination of a discounted cash flow model and a market approach model. In
calculating fair value for our reporting unit, we generally weigh the results of the discounted cash flow model more
heavily than the market approach because the discounted cash flow model is specific to our business and long-term
projections. If the fair value exceeds the carrying amount, goodwill is not considered impaired. If the carrying amount
exceeds the fair value, the second step must be performed to measure the amount of the impairment loss, if any. In the
second step, we compare the implied fair value of the reporting unit’s goodwill with the carrying amount of that
goodwill. An impairment loss would be recognized in an amount equal to the excess of the carrying amount of the
goodwill over the implied fair value of the goodwill.
The discounted cash flow analysis requires us to make various judgments, estimates and assumptions, many of
which are interdependent, about future revenues, operating margins, growth rates, capital expenditures, working
capital and discount rates. The starting point for the assumptions used in our discounted cash flow analysis is the
annual long-range financial forecast. The annual planning process that we undertake to prepare the long-range
financial forecast takes into consideration a multitude of factors, including historical growth rates and operating
performance, related industry trends, macroeconomic conditions, and marketplace data, among others. Assumptions
are also made for perpetual growth rates for periods beyond the long-range financial forecast period. Our estimates of
fair value are sensitive to changes in all of these variables, certain of which relate to broader macroeconomic
conditions outside our control.
THE NEW YORK TIMES COMPANY – P. 55
The market approach analysis includes applying a multiple, based on comparable market transactions, to
certain operating metrics of the reporting unit.
The significant estimates and assumptions used by management in assessing the recoverability of goodwill
acquired are estimated future cash flows, discount rates, growth rates, as well as other factors. Any changes in these
estimates or assumptions could result in an impairment charge. The estimates, based on reasonable and supportable
assumptions and projections, require management’s subjective judgment. Depending on the assumptions and
estimates used, the estimated results of the impairment tests can vary within a range of outcomes.
In addition to annual testing, management uses certain indicators to evaluate whether the carrying value of our
reporting unit may not be recoverable and an interim impairment test may be required. These indicators include: (1)
current-period operating or cash flow declines combined with a history of operating or cash flow declines or a
projection/forecast that demonstrates continuing declines in the cash flow or the inability to improve our operations
to forecasted levels, (2) a significant adverse change in the business climate, whether structural or technological, (3)
significant impairments and (4) a decline in our stock price and market capitalization.
Management has applied what it believes to be the most appropriate valuation methodology for its impairment
testing. Additionally, management believes that the likelihood of an impairment of goodwill is remote due to the
excess market capitalization relative to its net book value. See Note 4.
Self-Insurance
We self-insure for workers’ compensation costs, automobile and general liability claims, up to certain
deductible limits, as well as for certain employee medical and disability benefits. The recorded liabilities for self-
insured risks are primarily calculated using actuarial methods. The liabilities include amounts for actual claims, claim
growth and claims incurred but not yet reported. The recorded liabilities for self-insured risks were approximately
$41 million and $43 million as of December 27, 2015 and December 28, 2014, respectively.
Pension and Other Postretirement Benefits
Our single-employer pension and other postretirement benefit costs are accounted for using actuarial
valuations. We recognize the funded status of these plans – measured as the difference between plan assets, if funded,
and the benefit obligation – on the balance sheet and recognize changes in the funded status that arise during the
period but are not recognized as components of net periodic pension cost, within other comprehensive income/(loss),
net of income taxes. The assets related to our funded pension plans are measured at fair value.
We make significant subjective judgments about a number of actuarial assumptions, which include discount
rates, health-care cost trend rates, long-term return on plan assets and mortality rates. Depending on the assumptions
and estimates used, the impact from our pension and other postretirement benefits could vary within a range of
outcomes and could have a material effect on our Consolidated Financial Statements.
We also recognize the present value of pension liabilities associated with the withdrawal from multiemployer
pension plans. We assess a liability, for obligations related to complete and partial withdrawals from multiemployer
pension plans, as well as estimate obligations for future partial withdrawals that we consider probable and
reasonably estimable. The actual liability is not known until each plan completes a final assessment of the withdrawal
liability and issues a demand to us. Therefore, we adjust the estimate of our multiemployer pension plan liability as
more information becomes available that allows us to refine our estimates.
See Notes 9 and 10 for additional information regarding pension and other postretirement benefits.
Revenue Recognition
Circulation revenues include single-copy and subscription revenues. Circulation revenues are based on the
number of copies of the printed newspaper (through home-delivery subscriptions and single-copy sales) and digital
subscriptions sold and the rates charged to the respective customers. Single-copy revenue is recognized based on date
of publication, net of provisions for related returns. Proceeds from subscription revenues are deferred at the time of
sale and are recognized in earnings on a pro rata basis over the terms of the subscriptions. When our digital
subscriptions are sold through third parties, we are a principal in the transaction and, therefore, revenues and related
costs to third parties for these sales are reported on a gross basis. Several factors are considered to determine whether
we are a principal, most notably whether we are the primary obligor to the customer and have determined the selling
price and product specifications.
P. 56 – THE NEW YORK TIMES COMPANY
Advertising revenues are recognized when advertisements are published in newspapers or placed on digital
platforms or, with respect to certain digital advertising, each time a user clicks on certain advertisements, net of
provisions for estimated rebates, rate adjustments and discounts.
We recognize a rebate obligation as a reduction of revenues, based on the amount of estimated rebates that will
be earned and claimed, related to the underlying revenue transactions during the period. Measurement of the rebate
obligation is estimated based on the historical experience of the number of customers that ultimately earn and use the
rebate.
Rate adjustments primarily represent credits given to customers related to billing or production errors and
discounts represent credits given to customers who pay an invoice prior to its due date. Rate adjustments and
discounts are accounted for as a reduction of revenues, based on the amount of estimated rate adjustments or
discounts related to the underlying revenues during the period. Measurement of rate adjustments and discount
obligations are estimated based on historical experience of credits actually issued.
Other revenues are recognized when the related service or product has been delivered.
Income Taxes
Income taxes are recognized for the following: (1) amount of taxes payable for the current year and (2) deferred
tax assets and liabilities for the future tax consequence of events that have been recognized differently in the financial
statements than for tax purposes. Deferred tax assets and liabilities are established using statutory tax rates and are
adjusted for tax rate changes in the period of enactment.
We assess whether our deferred tax assets should be reduced by a valuation allowance if it is more likely than
not that some portion or all of the deferred tax assets will not be realized. Our process includes collecting positive
(e.g., sources of taxable income) and negative (e.g., recent historical losses) evidence and assessing, based on the
evidence, whether it is more likely than not that the deferred tax assets will not be realized.
We recognize in our financial statements the impact of a tax position if that tax position is more likely than not
of being sustained on audit, based on the technical merits of the tax position. This involves the identification of
potential uncertain tax positions, the evaluation of tax law and an assessment of whether a liability for uncertain tax
positions is necessary. Different conclusions reached in this assessment can have a material impact on our
Consolidated Financial Statements.
We operate within multiple taxing jurisdictions and are subject to audit in these jurisdictions. These audits can
involve complex issues, which could require an extended period of time to resolve. Until formal resolutions are
reached between us and the tax authorities, the timing and amount of a possible audit settlement for uncertain tax
benefits is difficult to predict.
Stock-Based Compensation
We establish fair value for our stock-based awards to determine our cost and recognize the related expense over
the appropriate vesting period. We recognize stock-based compensation expense for outstanding stock-settled long-
term performance awards, stock-settled and cash-settled restricted stock units, stock options and stock appreciation
rights. See Note 15 for additional information related to stock-based compensation expense.
Earnings/(Loss) Per Share
Basic earnings/(loss) per share is calculated by dividing net earnings/(loss) available to common stockholders
by the weighted-average common stock outstanding. Diluted earnings/(loss) per share is calculated similarly, except
that it includes the dilutive effect of the assumed exercise of securities, including outstanding warrants and the effect
of shares issuable under our Company’s stock-based incentive plans if such effect is dilutive.
The two-class method is an earnings allocation method for computing earnings/(loss) per share when a
company’s capital structure includes either two or more classes of common stock or common stock and participating
securities. This method determines earnings/(loss) per share based on dividends declared on common stock and
participating securities (i.e., distributed earnings), as well as participation rights of participating securities in any
undistributed earnings.
THE NEW YORK TIMES COMPANY – P. 57
Foreign Currency Translation
The assets and liabilities of foreign companies are translated at year-end exchange rates. Results of operations
are translated at average rates of exchange in effect during the year. The resulting translation adjustment is included
as a separate component in the Stockholders’ Equity section of our Consolidated Balance Sheets, in the caption
“Accumulated other comprehensive loss, net of income taxes.”
Recent Accounting Pronouncements
In November 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update
(“ASU”) 2015-17, “Balance Sheet Classification of Deferred Taxes,” as part of its simplification initiative. The ASU
requires entities to present all deferred tax assets and deferred tax liabilities as noncurrent in a classified balance sheet
instead of separating deferred taxes into current and noncurrent amounts. The amendments may be applied either
prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. Early application is
permitted. The new guidance is effective for fiscal years beginning after December 31, 2017. We adopted this ASU
prospectively to the relevant presentation and disclosures beginning with our fiscal year ended December 27, 2015.
Prior periods have not been retrospectively adjusted.
In April 2015, the FASB issued ASU 2015-05, “ Customer’s Accounting for Fees Paid in Cloud Computing
Arrangement,” which provides guidance about whether a cloud computing arrangement includes a software license
and how to account for the license under each scenario. The guidance is effective for the Company for fiscal years
beginning December 28, 2015 and interim periods within those annual periods. A reporting entity may apply the
guidance prospectively to all arrangements entered into or materially modified after the service effective date, or
retrospectively to all prior periods presented in the financial statements. Early adoption is permitted. We adopted this
ASU prospectively beginning with our fiscal year ended December 27, 2015. The adoption of this guidance had no
impact on our financial statements. Prior periods have not been retrospectively adjusted.
In April 2015, the FASB issued ASU 2015-04, “Practical Expedient for the Measurement Date of an Employers
Defined Benefit Obligation and Plan Assets,” which provides guidance on practical expedients with fiscal years that
do not coincide with a month end. The amended guidance is effective for the Company for fiscal years beginning
December 28, 2015 and interim periods within those annual periods. The amendments in the guidance should be
applied prospectively. Early adoption is permitted. We adopted this ASU prospectively to the relevant presentation
and disclosures beginning with our fiscal year ended December 27, 2015. Prior periods have not been retrospectively
adjusted.
In April 2015, the FASB issued ASU 2015-03, “Simplifying the Presentation of Debt Issuance Costs,” which
requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct
deduction from the carrying amount of that debt liability. The recognition and measurement guidance for debt
issuance costs are not affected by the amendments in this update. Early application is permitted. We adopted this
ASU retrospectively to the relevant presentation and disclosures as of December 27, 2015 and December 28, 2014.
In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers,” which prescribes a
single comprehensive model for entities to use in the accounting of revenue arising from contracts with customers.
The new guidance will supersede virtually all existing revenue guidance under GAAP and International Financial
Reporting Standards. There are two transition options available to entities: the full retrospective approach or the
modified retrospective approach. Under the full retrospective approach, the Company would restate prior periods in
compliance with Accounting Standards Codification 250, “Accounting Changes and Error Corrections.” Alternatively,
the Company may elect the modified retrospective approach, which allows for the new revenue standard to be
applied to existing contracts as of the effective date and record a cumulative catch-up adjustment to retained earnings
effective for fiscal years beginning after December 31, 2017, subject to finalization. Early application is permitted. We
are currently in the process of evaluating the impact of the revenue guidance.
The Company considers the applicability and impact of all recently issued accounting pronouncements. Recent
accounting pronouncements not specifically identified in our disclosures are either not applicable to the Company or
are not expected to have a material effect on our financial condition or results of operations.
P. 58 – THE NEW YORK TIMES COMPANY
3. Marketable Securities
Our marketable debt securities consisted of the following:
(In thousands)
Short-term marketable securities
U.S Treasury securities
Corporate debt securities
U.S. agency securities
Municipal securities
Certificates of deposit
Commercial paper
Total short-term marketable securities
Long-term marketable securities
Corporate debt securities
U.S. agency securities
U.S Treasury securities
Municipal securities
Total long-term marketable securities
Marketable debt securities
December 27,
2015
December 28,
2014
$
184,278
$
185,561
65,222
1,363
60,244
10,971
507,639
$
119,784
$
150,583
20,769
—
238,488
208,346
32,009
13,622
109,293
34,985
636,743
71,191
95,204
—
1,425
291,136
$
167,820
$
$
$
As of December 27, 2015, our short-term and long-term marketable securities had remaining maturities of less
than 1 month to 12 months and 13 months to 35 months, respectively. See Note 8 for additional information regarding
the fair value of our marketable securities.
4. Goodwill
The changes in the carrying amount of goodwill in 2015 and 2014 were as follows:
(In thousands)
Balance as of December 29, 2013
Foreign currency translation
Balance as of December 28, 2014
Foreign currency translation
Balance as of December 27, 2015
Total Company
$
$
125,871
(9,449)
116,422
(7,337)
109,085
The foreign currency translation line item reflects changes in goodwill resulting from fluctuating exchange rates
related to the consolidation of certain international subsidiaries.
5. Investments
Investments in Joint Ventures
As of December 27, 2015, our investments in joint ventures consisted of equity ownership interests in the
following entities:
Company
Donohue Malbaie Inc.
Madison Paper Industries
Women in the World Media, LLC
Approximate %
Ownership
49%
40%
30%
THE NEW YORK TIMES COMPANY – P. 59
We have investments in Donohue Malbaie, Inc. (“Malbaie”), a Canadian newsprint company, Madison Paper
Industries (“Madison”), a partnership operating a supercalendered paper mill in Maine (together, the “Paper Mills”),
and Women in the World Media, LLC, a live-event conference business.
Our investments above are accounted for under the equity method, and are recorded in “Investments in joint
ventures” in our Consolidated Balance Sheets. Our proportionate shares of the operating results of our investments
are recorded in “Loss from joint ventures” in our Consolidated Statements of Operations and in “Investments in joint
ventures” in our Consolidated Balance Sheets.
In 2015, we had a loss from joint ventures of $0.8 million compared with a loss of $8.4 million in 2014. The
improvement reflected an impairment charge in 2014 related to our investment in Madison, as well as increased
income from our investment in Malbaie, which benefited from the impact of a significantly weakened Canadian
dollar. This was partially offset by losses from our investment in Madison, which continued to face declining demand
for supercalendered paper and was at a competitive disadvantage to Canadian mills selling paper to the United
States, which benefited from the Canadian dollar value decline.
In 2014, we had a loss from joint ventures of $8.4 million compared with a loss of $3.2 million in 2013. During
the fourth quarter of 2014, we recognized an impairment charge of $9.2 million for our investment in Madison. Our
proportionate share of the loss was $4.7 million after adjusting for tax and the allocation of the loss to the non-
controlling interest.
In the fourth quarter of 2013, we completed the sale of the New England Media Group and our 49% equity
interest in Metro Boston, and classified the results as discontinued operations for all periods presented. See Note 13
for additional information.
Malbaie & Madison
We have a 49% equity interest in a Canadian newsprint company, Malbaie. The other 51% is owned by Resolute
FP Canada Inc., a subsidiary of Resolute Forest Products Inc. (“Resolute”), a Delaware corporation. Resolute is a large
global manufacturer of paper, market pulp and wood products. Malbaie manufactures newsprint on the paper
machine it owns within Resolute’s paper mill in Clermont, Quebec. Malbaie is wholly dependent upon Resolute for
its pulp, which is purchased by Malbaie from Resolute’s Clermont paper mill.
Our Company and UPM-Kymmene Corporation, a Finnish paper manufacturing company, are partners
through subsidiary companies in Madison. The Company’s 40% ownership of Madison is through an 80%-owned
consolidated subsidiary. UPM-Kymmene owns 60% of Madison, including a 10% interest through a 20%
noncontrolling interest in the consolidated subsidiary of the Company.
We received no distributions from Malbaie in 2015, $3.9 million in 2014 and $1.4 million in 2013.
We received no distributions from Madison in 2015, 2014, or 2013.
We purchase newsprint, and have purchased supercalendered paper, from the Paper Mills. Such purchases
aggregated approximately $12 million in 2015, $20 million in 2014 and $21 million in 2013. Effective February 2015, we
no longer purchase supercalendered paper.
Cost Method Investments
The aggregate carrying amount of cost method investments included in “Miscellaneous assets’’ in our
Consolidated Balance Sheets were $11.9 million and $10.0 million for December 27, 2015 and December 28, 2014,
respectively.
P. 60 – THE NEW YORK TIMES COMPANY
6. Debt Obligations
Our current indebtedness included senior notes and the repurchase option related to a sale-leaseback of a
portion of our New York headquarters. Our total debt and capital lease obligations consisted of the following:
(In thousands, except percentages)
Total debt and capital lease obligations:
Senior notes due in 2015
Principal amount
Less unamortized discount based on imputed interest rate of 5.0%
Total senior notes due in 2015
Senior notes due in 2016
Principal amount
Less unamortized discount based on imputed interest rate of 6.625%
Total senior notes due in 2016
Option to repurchase ownership interest in headquarters building in 2019
Principal amount
Less unamortized discount based on imputed interest rate of 13.0%
Total option to repurchase ownership interest in headquarters building in 2019
Capital lease obligations
Total debt and capital lease obligations
Less current portion
December 27,
2015
December 28,
2014
$
— $
223,669
—
—
189,170
793
188,377
250,000
13,905
236,095
6,756
431,228
188,377
7
223,662
189,170
1,566
187,604
250,000
17,882
232,118
6,736
650,120
223,662
426,458
Total long-term debt and capital lease obligations
$
242,851
$
See Note 8 for information regarding the fair value of our long-term debt.
The aggregate face amount of maturities of debt over the next five years and thereafter is as follows:
(In thousands)
2016
2017
2018
2019
2020
Thereafter
Total face amount of maturities
Less: Unamortized debt costs and discount
Carrying value of debt (excludes capital leases)
Amount
$
189,170
—
—
250,000
—
—
439,170
(14,698)
424,472
$
Interest expense, net, as shown in the accompanying Consolidated Statements of Operations was as follows:
(In thousands)
Interest expense
Premium on debt repurchases
Amortization of debt costs and discount on debt
Capitalized interest
Interest income
Total interest expense, net
December 27,
2015
December 28,
2014
December 29,
2013
$
$
41,973
$
51,877
$
—
4,756
(338)
(7,341)
2,538
4,651
(152)
(5,184)
39,050
$
53,730
$
52,913
2,127
4,548
—
(1,515)
58,073
THE NEW YORK TIMES COMPANY – P. 61
5.0% Notes
In 2005, we issued $250.0 million aggregate principal amount of 5.0% senior unsecured notes due March 15,
2015 (“5.0% Notes”). In March 2015, we repaid, at maturity, the remaining principal amount of the 5.0% Notes. During
2014, we repurchased $20.4 million principal amount of the 5.0% Notes and recorded a $0.3 million pre-tax charge in
connection with the repurchase. This charge is included in “Interest expense, net” in our Consolidated Statements of
Operations.
6.625% Notes
In November 2010, we issued $225.0 million aggregate principal amount of 6.625% senior unsecured notes due
December 15, 2016 (“6.625% Notes”). During 2014, we repurchased $18.4 million principal amount of the 6.625%
Notes and recorded a $2.2 million pre-tax charge in connection with the repurchases. During 2013, we repurchased
$17.4 million principal amount of the 6.625% Notes and recorded a $2.1 million pre-tax charge in connection with the
repurchases.
We have the option to redeem all or a portion of the 6.625% Notes, at any time, at a price equal to 100% of the
principal amount of the notes redeemed plus accrued and unpaid interest to the redemption date plus a “make-
whole” premium. The 6.625% Notes are not otherwise callable.
The 6.625% Notes are subject to certain covenants that, among other things, limit (subject to customary
exceptions) our ability and the ability of our subsidiaries to:
•
incur additional indebtedness and issue preferred stock;
• pay dividends or make other equity distributions;
• agree to any restrictions on the ability of our restricted subsidiaries to make payments to us;
•
create liens on certain assets to secure debt;
• make certain investments;
• merge or consolidate with other companies or transfer all or substantially all of our assets; and
• engage in sale-leaseback transactions.
The Company intends to repay the 6.625% Notes in full at their maturity on December 15, 2016.
Sale-Leaseback Financing
In March 2009, we entered into an agreement to sell and simultaneously lease back a portion of our leasehold
condominium interest in our Company’s headquarters building located at 620 Eighth Avenue in New York City (the
“Condo Interest”). The sale price for the Condo Interest was $225.0 million. We have an option, exercisable in 2019, to
repurchase the Condo Interest for $250.0 million. The lease term is 15 years, and we have three renewal options that
could extend the term for an additional 20 years.
The transaction is accounted for as a financing transaction. As such, we have continued to depreciate the Condo
Interest and account for the rental payments as interest expense. The difference between the purchase option price of
$250.0 million and the net sale proceeds of approximately $211 million, or approximately $39 million, is being
amortized over a 10-year period through interest expense. The effective interest rate on this transaction was
approximately 13%.
7. Other
Severance Costs
We recognized severance costs of $7.0 million in 2015, $36.1 million in 2014 and $12.4 million in 2013. The
majority of the 2014 costs related to workforce reductions. These costs are recorded in “Selling, general and
administrative costs” in our Consolidated Statements of Operations.
We had a severance liability of $14.9 million and $34.6 million included in “Accrued expenses and other” in our
Consolidated Balance Sheets as of December 27, 2015 and December 28, 2014, respectively.
P. 62 – THE NEW YORK TIMES COMPANY
Pension Settlement Charges
See Note 9 for information regarding pension settlement charges.
Multiemployer Pension Plan Withdrawal Expense
See Note 9 for information regarding multiemployer pension plan withdrawal expense.
Early Termination Charge
In 2014, we recorded a $2.6 million charge for the early termination of a distribution agreement.
Advertising Expenses
Advertising expenses incurred to promote our consumer and marketing services were $83.4 million, $89.5
million and $86.0 million for the fiscal years ended December 27, 2015, December 28, 2014 and December 29, 2013
respectively.
Capitalized Computer Software Costs
Amortization of capitalized computer software costs included in “Depreciation and amortization” in our
Consolidated Statements of Operations were $11.9 million, $29.4 million and $27.4 million for the fiscal years ended
December 27, 2015, December 28, 2014 and December 29, 2013, respectively.
Reserve for Uncertain Tax Positions
In 2015 and 2014, we recorded a $2.5 million and $21.1 million income tax benefit, respectively, primarily due to
a reduction in the Company’s reserve for uncertain tax positions.
8. Fair Value Measurements
Fair value is the price that would be received upon the sale of an asset or paid upon transfer of a liability in an
orderly transaction between market participants at the measurement date. The transaction would be in the principal
or most advantageous market for the asset or liability, based on assumptions that a market participant would use in
pricing the asset or liability.
The fair value hierarchy consists of three levels:
Level 1 – quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability
to access at the measurement date;
Level 2 – inputs other than quoted prices included within Level 1 that are observable for the asset or liability,
either directly or indirectly; and
Level 3 – unobservable inputs for the asset or liability.
Assets/Liabilities Measured and Recorded at Fair Value on a Recurring Basis
As of December 27, 2015 and December 28, 2014, we had assets related to our qualified pension plans measured
at fair value. The required disclosures regarding such assets are presented in Note 9.
The following table summarizes our financial liabilities measured at fair value on a recurring basis as of
December 27, 2015 and December 28, 2014:
(In thousands)
Total
December 27, 2015
Level 2
Level 1
Level 3
Total
December 28, 2014
Level 2
Level 1
Level 3
Deferred compensation
$ 35,578
$ 35,578
$
— $
— $ 45,136
$ 45,136
$
— $
—
The deferred compensation liability, included in “Other liabilities—Other” in our Consolidated Balance Sheets,
consists of deferrals under The New York Times Company Deferred Executive Compensation Plan (the “DEC”),
which enables certain eligible executives to elect to defer a portion of their compensation on a pre-tax basis. The
deferred amounts are invested at the executives’ option in various mutual funds. The fair value of deferred
compensation is based on the mutual fund investments elected by the executives and on quoted prices in active
markets for identical assets. The DEC was frozen effective December 31, 2015.
THE NEW YORK TIMES COMPANY – P. 63
Assets Measured and Recorded at Fair Value on a Non-Recurring Basis
Certain non-financial assets, such as goodwill, other intangible assets, property, plant and equipment and
certain investments, that were part of operations that have been classified as discontinued operations are only
recorded at fair value if an impairment charge is recognized. We classified all of these measurements as Level 3, as we
used unobservable inputs within the valuation methodologies that were significant to the fair value measurements,
and the valuations required management‘s judgment due to the absence of quoted market prices. The following tables
present non-financial assets that were measured and recorded at fair value on a non-recurring basis and the total
impairment losses recorded during 2014 and 2013 on those assets. There was no impairment recognized in 2015.
2014
(In thousands)
Net Carrying
Value as of
Fair Value Measured and Recorded Using
Impairment Losses for
the Year Ended
December 28, 2014
Level 1
Level 2
Level 3
December 28, 2014
Investments in joint ventures
$
— $
— $
— $
— $
9,216 (1)
(1)
Impairment losses related to Madison are included within “Loss from joint ventures” for the year ended December 28, 2014. See Note 5 for
additional information.
The impairment of assets in 2014 reflects the impairment of one of our investments in joint ventures, Madison.
During the fourth quarter of 2014, we estimated the fair value less cost to sell of the group held for sale, using
unobservable inputs (Level 3). We recorded a $9.2 million non-cash charge in the fourth quarter of 2014. Our
proportionate share of the loss was $4.7 million after tax and adjusted for the allocation of the loss to the non-
controlling interest.
2013
(In thousands)
Net Carrying
Value as of
Fair Value Measured and Recorded Using
Impairment Losses for
the Year Ended
December 29, 2013
Level 1
Level 2
Level 3
December 29, 2013
Property, plant and equipment
$
— $
— $
— $
— $
34,300 (1)
(1)
Impairment losses related to the New England Media Group and are included within “(Loss)/income from discontinued operations, net of
income taxes” for the year ended December 29, 2013. We sold the New England Media Group in the fourth quarter of 2013. See Note 13 for
additional information.
The impairment of assets in 2013 reflects the impairment of fixed assets held for sale that related to the New
England Media Group. During the third quarter of 2013, we estimated the fair value less cost to sell of the group held
for sale, using unobservable inputs (Level 3). We recorded a $34.3 million non-cash charge in the third quarter of 2013
for fixed assets at the New England Media Group to reduce the carrying value of fixed assets to their fair value less
costs to sell.
Financial Instruments Disclosed, But Not Reported, at Fair Value
Our marketable securities, which include U.S. Treasury securities, corporate debt securities, U.S. government
agency securities, municipal securities, certificates of deposit and commercial paper, are recorded at amortized cost
(see Note 3). As of December 27, 2015 and December 28, 2014, the amortized cost approximated fair value because of
the short-term maturity and highly liquid nature of these investments. We classified these investments as Level 2
since the fair value estimates are based on market observable inputs for investments with similar terms and
maturities.
The carrying value of our long-term debt was approximately $236 million as of December 27, 2015 and $420
million as of December 28, 2014. The fair value of our long-term debt was approximately $316 million as of
December 27, 2015 and $527 million as of December 28, 2014. We estimate the fair value of our debt utilizing market
quotations for debt that have quoted prices in active markets. Since our debt does not trade on a daily basis in an
active market, the fair value estimates are based on market observable inputs based on borrowing rates currently
available for debt with similar terms and average maturities (Level 2).
P. 64 – THE NEW YORK TIMES COMPANY
9. Pension Benefits
Single-Employer Plans
We sponsor several single-employer defined benefit pension plans, the majority of which have been frozen. We
also participate in joint Company and Guild-sponsored plans covering employees who are members of The News
Guild of New York, including The Newspaper Guild of New York - The New York Times Pension Fund, which was
frozen in 2012 and replaced with a new defined benefit pension plan, The Guild-Times Adjustable Pension Plan.
We also have a foreign-based pension plan for certain employees (the “foreign plan”). The information for the
foreign plan is combined with the information for U.S. non-qualified plans. The benefit obligation of the foreign plan
is immaterial to our total benefit obligation.
Net Periodic Pension Cost
The components of net periodic pension cost were as follows:
(In thousands)
Service cost
Interest cost
December 27, 2015
December 28, 2014
December 29, 2013
Qualified
Plans
Non-
Qualified
Plans
All
Plans
Qualified
Plans
Non-
Qualified
Plans
All
Plans
Qualified
Plans
Non-
Qualified
Plans
All
Plans
$ 11,932 $
157 $ 12,089
$
9,543 $
184 $
9,727
$ 11,225 $
1,162 $ 12,387
74,536
10,060
84,596
84,447
10,450
94,897
77,136
10,681
87,817
Expected return on plan assets
(115,261)
— (115,261)
(113,839)
— (113,839)
(124,250)
— (124,250)
Amortization and other costs
36,442
5,081
41,523
26,620
4,718
31,338
33,770
5,561
39,331
Amortization of prior service (credit)/
cost
Effect of settlement
(1,945)
40,329
—
(1,945)
(1,945)
—
(1,945)
(1,945)
—
(1,945)
— 40,329
—
9,525
9,525
—
3,228
3,228
Net periodic pension cost/(income)
$ 46,033 $ 15,298 $ 61,331
$
4,826 $ 24,877 $ 29,703
$ (4,064) $ 20,632 $ 16,568
As part of our strategy to reduce the pension obligations and the resulting volatility of our overall financial
condition, we have offered lump-sum payments to certain former employees participating in both our qualified and
non-qualified pension plans.
In the first quarter of 2015, we recorded a pension settlement charge of $40.3 million in connection with a lump-
sum payment offer made to certain former employees who participated in certain qualified pension plans. These
lump-sum payments totaled $98.3 million and were made with cash from the qualified pension plans, not with
Company cash. The effect of this lump-sum payment offer was to reduce our pension obligations by $142.8 million.
In the second quarter of 2014, we recorded a pension settlement charge of $9.5 million in connection with a
lump-sum payment offer made to certain former employees who participated in certain non-qualified pension plans.
These lump-sum payments totaled $24.0 million and were paid out of Company cash. The effect of this lump-sum
payment offer was to reduce our pension obligations by $32.0 million.
In the fourth quarter of 2013, we recorded a pension settlement charge of $3.2 million in connection with a
lump-sum payment offer made to certain former employees who participated in certain non-qualified pension plans.
These lump-sum payments totaled $10.9 million and were paid out of Company cash. The effect of this lump-sum
payment offer was to reduce our pension obligations by $12.7 million.
THE NEW YORK TIMES COMPANY – P. 65
Other changes in plan assets and benefit obligations recognized in other comprehensive income/loss were as
follows:
(In thousands)
Net actuarial loss/(gain)
Amortization of loss
Amortization of prior service cost
Effect of curtailment
Effect of settlement
Total recognized in other comprehensive (income)/loss
Net periodic pension cost
December 27,
2015
December 28,
2014
December 29,
2013
$
31,044
$
254,525
$
(178,088)
(41,523)
1,945
(1,264)
(40,329)
(50,127)
61,331
(30,665)
(39,017)
1,945
—
(9,525)
216,280
29,703
1,945
—
(3,358)
(218,518)
16,568
Total recognized in net periodic benefit cost and other comprehensive loss/(income)
$
11,204
$
245,983
$
(201,950)
The estimated actuarial loss and prior service credit that will be amortized from accumulated other
comprehensive loss into net periodic pension cost over the next fiscal year is approximately $33 million and $2
million, respectively.
In the fourth quarter of 2015, the Company’s ERISA Management Committee made a decision to freeze the
accrual of benefits under the Retirement Annuity Plan For Craft Employees of The New York Times Companies with
respect to all participants covered by a collective bargaining agreement between the Company and The New York
Newspaper Printing Pressmen’s Union No. 2N/1SE, effective as of the close of business on December 31, 2015. As a
result, we recorded a curtailment of $1.3 million in 2015.
The amount of cost recognized for defined contribution benefit plans was approximately $16 million for 2015,
$17 million for 2014 and $18 million for 2013.
P. 66 – THE NEW YORK TIMES COMPANY
Benefit Obligation and Plan Assets
The changes in the benefit obligation and plan assets and other amounts recognized in other comprehensive
income/(loss) were as follows:
(In thousands)
Change in benefit obligation
December 27, 2015
December 28, 2014
Qualified
Plans
Non-
Qualified
Plans
All Plans
Qualified
Plans
Non-
Qualified
Plans
All Plans
Benefit obligation at beginning of year
$2,101,573
$ 267,824
$2,369,397
$1,778,647
$ 262,501
$2,041,148
Service cost
Interest cost
Plan participants’ contributions
Actuarial (gain)/loss
Curtailments
Lump-sum settlement paid
Benefits paid
11,932
74,536
20
157
10,060
—
12,089
84,596
20
9,543
84,447
26
184
10,450
—
9,727
94,897
26
(129,187)
(14,372)
(143,559)
330,224
36,604
366,828
(1,264)
(98,348)
—
—
(1,264)
(98,348)
—
—
—
—
(24,015)
(24,015)
(107,352)
(16,231)
(123,583)
(101,314)
(17,507)
(118,821)
Effects of change in currency conversion
—
(351)
(351)
—
(393)
(393)
Benefit obligation at end of year
Change in plan assets
Fair value of plan assets at beginning of year
Actual return on plan assets
Employer contributions
Plan participants’ contributions
Lump-sum settlement paid
Benefits paid
1,851,910
247,087
2,098,997
2,101,573
267,824
2,369,397
1,837,250
(59,342)
7,128
20
(98,348)
— 1,837,250
1,698,091
—
(59,342)
225,470
— 1,698,091
—
225,470
16,231
23,359
14,977
41,522
56,499
—
—
20
(98,348)
26
—
—
26
(24,015)
(24,015)
(107,352)
(16,231)
(123,583)
(101,314)
(17,507)
(118,821)
Fair value of plan assets at end of year
1,579,356
— 1,579,356
1,837,250
— 1,837,250
Net amount recognized
$ (272,554) $ (247,087) $ (519,641) $ (264,323) $ (267,824) $ (532,147)
Amount recognized in the Consolidated Balance Sheets
Current liabilities
Noncurrent liabilities
Net amount recognized
$
— $ (16,043) $ (16,043) $
— $ (15,767) $ (15,767)
(272,554)
(231,044)
(503,598)
(264,323)
(252,057)
(516,380)
$ (272,554) $ (247,087) $ (519,641) $ (264,323) $ (267,824) $ (532,147)
Amount recognized in accumulated other comprehensive loss
Actuarial loss
Prior service credit
Total
$ 821,648
$ 100,344
$ 921,992
$ 854,267
$ 119,797
$ 974,064
(24,621)
—
(24,621)
(26,565)
—
(26,565)
$ 797,027
$ 100,344
$ 897,371
$ 827,702
$ 119,797
$ 947,499
THE NEW YORK TIMES COMPANY – P. 67
The accumulated benefit obligation for all pension plans was $2.09 billion and $2.36 billion as of December 27,
2015 and December 28, 2014, respectively.
Information for pension plans with an accumulated benefit obligation in excess of plan assets was as follows:
(In thousands)
Projected benefit obligation
Accumulated benefit obligation
Fair value of plan assets
Assumptions
December 27,
2015
December 28,
2014
$
$
$
2,098,997
2,092,600
1,579,356
$
$
$
2,369,397
2,362,050
1,837,250
Weighted-average assumptions used in the actuarial computations to determine benefit obligations for
qualified pension plans were as follows:
Discount rate
Rate of increase in compensation levels
December 27,
2015
December 28,
2014
4.60%
2.96%
4.05%
2.89%
The rate of increase in compensation levels is applicable only for qualified pension plans that have not been
frozen.
Weighted-average assumptions used in the actuarial computations to determine net periodic pension cost for
qualified plans were as follows:
Discount rate
Rate of increase in compensation levels
Expected long-term rate of return on assets
December 27,
2015
December 28,
2014
December 29,
2013
4.05%
2.89%
7.01%
4.90%
2.87%
7.02%
4.00%
3.50%
7.85%
Weighted-average assumptions used in the actuarial computations to determine benefit obligations for non-
qualified plans were as follows:
Discount rate
Rate of increase in compensation levels
December 27,
2015
December 28,
2014
4.40%
2.50%
3.90%
2.50%
The rate of increase in compensation levels is applicable only for the non-qualified pension plans that have not
been frozen.
Weighted-average assumptions used in the actuarial computations to determine net periodic pension cost for
non-qualified plans were as follows:
Discount rate
Rate of increase in compensation levels
December 27,
2015
December 28,
2014
December 29,
2013
3.90%
2.50%
4.60%
2.50%
3.70%
3.00%
We determined our discount rate using a Ryan ALM, Inc. Curve (the “Ryan Curve”). The Ryan Curve provides
the bonds included in the curve and allows adjustments for certain outliers (e.g., bonds on “watch”). We believe the
Ryan Curve allows us to calculate an appropriate discount rate.
P. 68 – THE NEW YORK TIMES COMPANY
To determine our discount rate, we project a cash flow based on annual accrued benefits. For active
participants, the benefits under the respective pension plans are projected to the date of termination. The
projected plan cash flow is discounted to the measurement date, which is the last day of our fiscal year, using the
annual spot rates provided in the Ryan Curve. A single discount rate is then computed so that the present value of the
benefit cash flow equals the present value computed using the Ryan Curve rates.
In determining the expected long-term rate of return on assets, we evaluated input from our investment
consultants, actuaries and investment management firms, including our review of asset class return expectations, as
well as long-term historical asset class returns. Projected returns by such consultants and economists are based on
broad equity and bond indices. Our objective is to select an average rate of earnings expected on existing plan assets
and expected contributions to the plan during the year.
The market-related value of plan assets is multiplied by the expected long-term rate of return on assets to
compute the expected return on plan assets, a component of net periodic pension cost. The market-related value of
plan assets is a calculated value that recognizes changes in fair value over three years.
In October 2014, the Society of Actuaries (“SOA”) released new mortality tables that increased life expectancy
assumptions. During the fourth quarter of 2014, we adopted the new mortality tables and revised the mortality
assumptions used in determining our pension and postretirement benefit obligations. The net impact to our qualified
and non-qualified pension obligations resulting from the new mortality assumptions in 2014 was an increase of $117.0
million.
For fiscal year 2016, we are changing the approach used to calculate the service and interest components of net
periodic benefit cost for benefit plans to provide a more precise measurement of service and interest costs.
Historically, we calculated these service and interest components utilizing a single weighted-average discount rate
derived from the yield curve used to measure the benefit obligation at the beginning of the period. Going forward, we
have elected to utilize an approach that discounts the individual expected cash flows using the applicable spot rates
derived from the yield curve over the projected cash flow period. The spot rates used to determine service and
interest costs ranged from 0.84% to 5.18%. Based on current economic conditions, we estimate that the service cost
and interest cost for our pension plans will be reduced by $18.1 million in 2016. We have accounted for this change as
a change in accounting estimate that is inseparable from a change in accounting principle and accordingly have
accounted for it prospectively.
Plan Assets
Company-Sponsored Pension Plans
The assets underlying the Company-sponsored qualified pension plans are managed by professional
investment managers. These investment managers are selected and monitored by the pension investment committee,
composed of certain senior executives, who are appointed by the Finance Committee of the Board of Directors of the
Company. The Finance Committee is responsible for adopting our investment policy, which includes rules regarding
the selection and retention of qualified advisors and investment managers. The pension investment committee is
responsible for implementing and monitoring compliance with our investment policy, selecting and monitoring
investment managers and communicating the investment guidelines and performance objectives to the investment
managers.
Our contributions are made on a basis determined by the actuaries in accordance with the funding
requirements and limitations of the Employee Retirement Income Security Act (“ERISA”) and the Internal Revenue
Code.
Investment Policy and Strategy
The primary long-term investment objective is to allocate assets in a manner that produces a total rate of return
that meets or exceeds the growth of our pension liabilities. Our plan objective is to transition the asset mix to hedge
liabilities and minimize volatility in the funded status of the plans.
Asset Allocation Guidelines
In accordance with our asset allocation strategy, for substantially all of our Company-sponsored pension plan
assets, investments are categorized into long duration fixed income investments whose value is highly correlated to
that of the pension plan obligations (“Long Duration Assets”) or other investments, such as equities and high-yield
THE NEW YORK TIMES COMPANY – P. 69
fixed income securities, whose return over time is expected to exceed the rate of growth in our pension plan
obligations (“Return-Seeking Assets”).
The proportional allocation of assets between Long Duration Assets and Return-Seeking Assets is dependent on
the funded status of each pension plan. Under our policy, for example, a funded status between 95% and 97.5%
requires an allocation of total assets of 53% to 63% to Long Duration Assets and 37% to 47% to Return-Seeking Assets.
As our funded status increases, the allocation to Long Duration Assets will increase and the allocation to Return-
Seeking Assets will decrease.
The following asset allocation guidelines apply to the Return-Seeking Assets:
Asset Category
Public Equity
Growth Fixed Income
Alternatives
Cash
Percentage Range
70%
0%
0%
0%
-
-
-
-
90%
15%
15%
10%
The asset allocations of our Company-sponsored pension plans by asset category for both Long Duration and
Return-Seeking Assets, as of December 27, 2015, were as follows:
Asset Category
Public Equity
Fixed Income
Alternatives
Cash
Percentage
45%
51%
4%
—%
The specified target allocation of assets and ranges set forth above are maintained and reviewed on a periodic
basis by the pension investment committee. The pension investment committee may direct the transfer of assets
between investment managers in order to rebalance the portfolio in accordance with approved asset allocation ranges
to accomplish the investment objectives for the pension plan assets.
P. 70 – THE NEW YORK TIMES COMPANY
Fair Value of Plan Assets
The fair value of the assets underlying our Company-sponsored qualified pension plans and The Newspaper
Guild of New York - The New York Times Pension Fund by asset category are as follows:
(In thousands)
Asset Category(1)
Equity Securities:
U.S. Equities
International Equities
Common/Collective Funds(2)
Fixed Income Securities:
Corporate Bonds
U.S. Treasury and Other Government Securities
Group Annuity Contract
Municipal and Provincial Bonds
Government Sponsored Enterprises(3)
Other
Cash and Cash Equivalents
Private Equity
Hedge Fund
Assets at Fair Value
Fair Value Measurement at December 27, 2015
Quoted Prices
Markets for
Identical Assets
Significant
Observable
Inputs
Significant
Unobservable
Inputs
(Level 1)
(Level 2)
(Level 3)
Total
$
47,136
$
48,834
— $
—
—
—
—
—
—
—
—
—
—
—
761,812
417,554
119,098
57,044
36,912
6,250
11,511
12,255
—
—
— $
47,136
—
—
—
—
—
—
—
—
—
29,707
31,243
48,834
761,812
417,554
119,098
57,044
36,912
6,250
11,511
12,255
29,707
31,243
$
95,970
$ 1,422,436
$
60,950
$1,579,356
(1)
Includes the assets of The Guild-Times Adjustable Pension Plan and the Retirement Annuity Plan which are not part of the Master Trust.
(2) The underlying assets of the common/collective funds are primarily comprised of equity and fixed income securities. The fair value in the
above table represents our ownership share of the net asset value of the underlying funds.
(3) Represents investments that are not backed by the full faith and credit of the United States government.
THE NEW YORK TIMES COMPANY – P. 71
(In thousands)
Asset Category
Equity Securities:
U.S. Equities
International Equities
Common/Collective Funds(1)
Fixed Income Securities:
Corporate Bonds
U.S. Treasury and Other Government Securities
Group Annuity Contract
Municipal and Provincial Bonds
Government Sponsored Enterprises(2)
Other
Cash and Cash Equivalents
Private Equity
Hedge Fund
Assets at Fair Value
Fair Value Measurement at December 28, 2014
Quoted Prices
Markets for
Identical Assets
Significant
Observable
Inputs
Significant
Unobservable
Inputs
(Level 1)
(Level 2)
(Level 3)
Total
$
48,640
$
51,154
— $
—
—
—
—
—
—
—
—
52
—
—
697,075
539,098
150,496
76,290
47,046
9,517
22,951
127,910
—
—
— $
48,640
—
—
—
—
—
—
—
—
—
35,727
31,294
51,154
697,075
539,098
150,496
76,290
47,046
9,517
22,951
127,962
35,727
31,294
$
99,846
$
1,670,383
$
67,021
$ 1,837,250
(1)
Includes the assets of The Guild-Times Adjustable Pension Plan and the Retirement Annuity Plan which are not part of the Master Trust.
(2) The underlying assets of the common/collective funds are primarily comprised of equity and fixed income securities. The fair value in the
above table represents our ownership share of the net asset value of the underlying funds.
(3) Represents investments that are not backed by the full faith and credit of the United States government.
Level 1 and Level 2 Investments
Where quoted prices are available in an active market for identical assets, such as equity securities traded on an
exchange, transactions for the asset occur with such frequency that the pricing information is available on an
ongoing/daily basis. We classify these types of investments as Level 1 where the fair value represents the closing/last
trade price for these particular securities.
For our investments where pricing data may not be readily available, fair values are estimated by using quoted
prices for similar assets, in both active and not active markets, and observable inputs, other than quoted prices, such
as interest rates and credit risk. We classify these types of investments as Level 2 because we are able to reasonably
estimate the fair value through inputs that are observable, either directly or indirectly. There are no restrictions on our
ability to sell any of our Level 1 and Level 2 investments.
Level 3 Investments
Certain pension plans have investments in private equity funds and a hedge fund as of December 27, 2015 and
December 28, 2014 that have been determined to be Level 3 investments, within the fair value hierarchy, because the
inputs to determine fair value are considered unobservable.
The general valuation methodology used for the private equity and hedge fund of funds is the market
approach. The market approach utilizes prices and other relevant information such as similar market transactions,
type of security, size of the position, degree of liquidity, restrictions on the disposition, latest round of financing data,
current financial position and operating results, among other factors.
As a result of the inherent limitations related to the valuations of the Level 3 investments, due to the
unobservable inputs of the underlying funds, the estimated fair value may differ significantly from the values that
would have been used had a market for those investments existed.
P. 72 – THE NEW YORK TIMES COMPANY
The reconciliation of the beginning and ending balances of the fair value measurements using significant
unobservable inputs (Level 3) as of December 27, 2015 is as follows:
(In thousands)
Balance at beginning of year
Actual gain/(loss) on plan assets:
Relating to assets still held
Capital contribution
Return of Capital
Balance at end of year
Fair Value Measurements Using Significant
Unobservable Inputs (Level 3)
Hedge Fund
Private Equity
Total
$
31,294
$
35,727
$
67,021
(51)
—
—
(2,170)
1,288
(5,138)
(2,221)
1,288
(5,138)
$
31,243
$
29,707
$
60,950
The reconciliation of the beginning and ending balances of the fair value measurements using significant
unobservable inputs (Level 3) as of December 28, 2014 is as follows:
(In thousands)
Balance at beginning of year
Actual gain on plan assets:
Relating to assets still held
Capital contribution
Return of Capital
Balance at end of year
Cash Flows
Fair Value Measurements Using Significant
Unobservable Inputs (Level 3)
Hedge Fund
Private Equity
Total
$
30,325
$
40,537
$
70,862
969
—
—
(1,775)
2,008
(5,043)
(806)
2,008
(5,043)
$
31,294
$
35,727
$
67,021
In August 2014, the Highway and Transportation Funding Act of 2014 was enacted. The legislation extended
interest rate stabilization for single-employer defined benefit pension plan funding for an additional five years. In
2015, we made contributions to qualified pension plans of $7.1 million. We expect contributions to total
approximately $8 million to satisfy minimum funding requirements in 2016.
In January 2013, we made a contribution of approximately $57 million to The Newspaper Guild of New York -
The New York Times Pension Fund, of which $20 million was estimated to be necessary to satisfy minimum funding
requirements in 2013. Mandatory contributions to other qualified pension plans increased our total contributions to
approximately $74 million for the full year of 2013.
The following benefit payments, which reflect future service for plans that have not been frozen, are expected to
be paid:
(In thousands)
2016
2017
2018
2019
2020
2021-2025 (1)
Plans
Qualified
Non-
Qualified
Total
$
107,149
$
16,360
$
108,010
109,054
110,552
111,509
581,287
17,110
17,079
17,186
16,876
82,427
123,509
125,120
126,133
127,738
128,385
663,714
(1) While benefit payments under these plans are expected to continue beyond 2025, we have presented in this table only those benefit
payments estimated over the next 10 years.
THE NEW YORK TIMES COMPANY – P. 73
Multiemployer Plans
We contribute to a number of multiemployer defined benefit pension plans under the terms of various
collective bargaining agreements that cover our union-represented employees. Over the past few years, certain
events, such as amendments to various collective bargaining agreements and the sale of the New England Media
Group, resulted in withdrawals from multiemployer pension plans. These actions, along with a reduction in covered
employees, have resulted in us estimating withdrawal liabilities to the respective plans for our proportionate share of
any unfunded vested benefits. In 2015 and 2013, we recorded $9.1 million and $6.2 million in charges for partial
withdrawal obligations under multiemployer pension plans, respectively. We recorded an estimated charge for
multiemployer pension plan withdrawal obligations of $14.2 million in 2013, which includes $8.0 million directly
related to the sale of the New England Media Group. There was no such charge in 2014.
Our multiemployer pension plan withdrawal liability was approximately $124 million as of December 27, 2015
and approximately $116 million as of December 28, 2014. This liability represents the present value of the obligations
related to complete and partial withdrawals that have already occurred as well as an estimate of future partial
withdrawals that we considered probable and reasonably estimable. For those plans that have yet to provide us with
a demand letter, the actual liability will not be fully known until they complete a final assessment of the withdrawal
liability and issue a demand to us. Therefore, the estimate of our multiemployer pension plan liability will be adjusted
as more information becomes available that allows us to refine our estimates.
The risks of participating in multiemployer plans are different from single-employer plans in the following
aspects:
• 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.
Our participation in significant plans for the fiscal period ended December 27, 2015, is outlined in the table
below. The “EIN/Pension Plan Number” column provides the Employer Identification Number (“EIN”) and the
three-digit plan number. The zone status is based on the latest information that we received from the plan and is
certified by the plan’s actuary. Among other factors, plans in the red zone are generally less than 65% funded, plans in
the yellow zone are less than 80% funded, and plans in the green zone are at least 80% funded. The “FIP/RP Status
Pending/Implemented” column indicates plans for which a financial improvement plan (“FIP”) or a rehabilitation
plan (“RP”) is either pending or has been implemented. The “Surcharge Imposed” column includes plans in a red
zone status that are required to pay a surcharge in excess of regular contributions. The last column lists the expiration
date(s) of the collective bargaining agreement(s) to which the plans are subject.
P. 74 – THE NEW YORK TIMES COMPANY
Pension Fund
CWA/ITU Negotiated
Pension Plan
Newspaper and Mail
Deliverers’-Publishers’
Pension Fund
GCIU-Employer Retirement
Benefit Plan
Pressmen’s Publishers’
Pension Fund
Pension Protection
Act Zone Status
EIN/Pension
Plan Number
13-6212879-001
2015
2014
Red as of
1/01/15
Red as of
1/01/14
13-6122251-001
91-6024903-001
13-6121627-001
Green as
of 6/01/15
Red as of
1/01/15
Green as
of 4/01/15
Green as
of 6/01/14
Red as of
1/01/14
Green as
of 4/01/14
FIP/RP
Status
Pending/
Implemented
(In thousands)
Contributions of the
Company
2015
2014
2013
Surcharge
Imposed
Collective
Bargaining
Agreement
Expiration
Date
Implemented $ 543 $ 611 $ 663
No
3/30/2016(1)
N/A
1,038
1,102
1,217
No
3/30/2020(2)
Implemented
57
58
124
Yes
3/30/2021(3)
N/A
1,033
1,097
1,016
No
3/30/2021(4)
Paper-Handlers’-Publishers’
Pension Fund
13-6104795-001
Red as of
4/01/15
Green as
of 4/01/14
Pending
97
103
114
Yes
3/30/2021(5)
Contributions for individually significant plans
Contributions to other multiemployer plans
Total Contributions
$ 2,768 $ 2,971 $ 3,134
—
—
945
$ 2,768 $ 2,971 $ 4,079
(1) There are two collective bargaining agreements (Mailers and Typographers) requiring contributions to this plan, which both expire March 30,
2016.
(2) Elections under the Preservation of Access to Care for Medicare Beneficiaries and Pension Relief Act of 2010: Extended Amortization of Net
Investment Losses (IRS Section 431(b)(8)(A)) and the Expanded Smoothing Period (IRS Section 431(b)(8)(B)).
(3) We previously had two collective bargaining agreements requiring contributions to this plan. With the sale of the New England Media Group
only one collective bargaining agreement remains for the Stereotypers, which expires March 30, 2021. The method for calculating actuarial
value of assets was changed retroactive to January 1, 2009, as elected by the Board of Trustees and as permitted by IRS Notice 2010-83. This
election includes smoothing 2008 investment losses over ten years.
(4) The Plan sponsor elected two provisions of funding relief under the Preservation of Access to Care for Medicare Beneficiaries and Pension
Relief Act of 2010 (PRA 2010) to more slowly absorb the 2008 plan year investment loss, retroactively effective as of April 1, 2009. These
included extended amortization under the prospective method and 10-year smoothing of the asset loss for the plan year beginning April 1,
2008.
(5) Board of Trustees elected funding relief. This election includes smoothing the March 31, 2009 investment losses over 10 years.
The rehabilitation plan for the GCIU-Employer Retirement Benefit Plan includes minimum annual
contributions no less than the total annual contribution made by us from September 1, 2008 through August 31, 2009.
The Company was listed in the plans’ respective Forms 5500 as providing more than 5% of the total
contributions for the following plans and plan years:
Pension Fund
CWA/ITU Negotiated Pension Plan
Newspaper and Mail Deliverers’-Publishers’ Pension Fund
Pressmen’s Publisher’s Pension Fund
Paper-Handlers’-Publishers’ Pension Fund
Year Contributions to Plan Exceeded
More Than 5 Percent of Total
Contributions (as of Plan’s Year-End)
12/31/2014 & 12/31/2013(1)
5/31/2014 & 5/31/2013(1)
3/31/2015 & 3/31/2014
3/31/2015 & 3/31/2014
(1) Forms 5500 for the plans’ year ended of 12/31/15 and 5/31/15 were not available as of the date we filed our financial statements.
The Company received a notice and demand for payment of withdrawal liability from the Newspaper and Mail
Deliverers’-Publishers’ Pension Fund September 2013 and December 2014 associated with alleged partial
withdrawals. See Note 18 for further information.
THE NEW YORK TIMES COMPANY – P. 75
10. Other Postretirement Benefits
We provide health benefits to retired employees (and their eligible dependents) who meet the definition of an
eligible participant and certain age and service requirements, as outlined in the plan document. While we offer pre-
age 65 retiree medical coverage to employees who meet certain retiree medical eligibility requirements, we do not
provide post-age 65 retiree medical benefits for employees who retired on or after March 1, 2009. We also contribute to
a postretirement plan for Guild employees of The New York Times under the provisions of a collective bargaining
agreement. We accrue the costs of postretirement benefits during the employees’ active years of service and our policy
is to pay our portion of insurance premiums and claims from our assets.
Net Periodic Other Postretirement Benefit (Income)/Expense
The components of net periodic postretirement benefit (income)/expense were as follows:
(In thousands)
Service cost
Interest cost
Amortization and other costs
Amortization of prior service credit
Effect of curtailment
Net periodic postretirement benefit (income)/expense
December 27,
2015
December 28,
2014
December 29,
2013
$
$
588
$
580
$
2,794
5,197
(9,495)
—
3,722
7,299
(7,199)
—
(916) $
4,402
$
1,089
4,101
4,440
(13,051)
(49,122)
(52,543)
In 2013, we completed the sale of the New England Media Group, consisting of The Boston Globe,
BostonGlobe.com, Boston.com, the Worcester Telegram & Gazette (“T&G”), Telegram.com and related properties. As
a result of the sale, the Company recorded a $49.1 million post-retirement curtailment gain in 2013, which is included
in the gain on sale within “(Loss)/income from discontinued operations, net of income taxes” in the Consolidated
Statement of Operations. This gain is primarily related to an acceleration of prior service credits from plan
amendments announced in prior years, and is due to a reduction in the expected years of future Company service for
employees at the New England Media Group.
In September 2014 and December 2014, the ERISA Management Committee approved certain changes to The
New York Times Company Retiree Medical Plan provisions, which triggered a remeasurement under ASC 715-60,
“Compensation — Retirement Benefits — Defined Benefit Plans — Other Postretirement.” The changes in the plan
provisions decreased obligations by $25.5 million and the change in discount rate as of the remeasurement date
increased obligations by $3.6 million. Overall, the remeasurement decreased our obligations by $21.9 million as
reflected in other comprehensive income in our Consolidated Balance Sheets and Consolidated Statements of
Comprehensive Income/(Loss).
The changes in the benefit obligations recognized in other comprehensive income/loss were as follows:
(In thousands)
Net actuarial (gain)/loss
Prior service cost/(credit)
Amortization of loss
Amortization of prior service credit
Recognition of prior service credit due to curtailment
Total recognized in other comprehensive (income)/loss
Net periodic postretirement benefit (income)/expense
December 27,
2015
December 28,
2014
December 29,
2013
$
(5,543) $
8,882
$
(13,500)
1,145
(5,197)
9,495
—
(100)
(916)
(25,489)
(4,948)
7,199
—
(14,356)
4,402
(1,690)
(4,440)
13,051
49,122
42,543
(52,543)
Total recognized in net periodic postretirement benefit income and other
comprehensive (income)/loss
$
(1,016) $
(9,954) $
(10,000)
The estimated actuarial loss and prior service credit that will be amortized from accumulated other
comprehensive loss into net periodic benefit cost over the next fiscal year is approximately $4.1 million and $8.4
million, respectively.
P. 76 – THE NEW YORK TIMES COMPANY
In connection with collective bargaining agreements, we contribute to several multiemployer welfare plans.
These plans provide medical benefits to active and retired employees covered under the respective collective
bargaining agreement. Contributions are made in accordance with the formula in the relevant agreement.
Postretirement costs related to these plans are not reflected above and were approximately $16 million in 2015, $18
million in 2014 and $20 million in 2013.
The changes in the benefit obligation and plan assets and other amounts recognized in other comprehensive
income/loss were as follows:
(In thousands)
Change in benefit obligation
Benefit obligation at beginning of year
Service cost
Interest cost
Plan participants’ contributions
Actuarial (gain)/loss
Plan amendments
Benefits paid
Benefit obligation at the end of year
Change in plan assets
Fair value of plan assets at beginning of year
Employer contributions
Plan participants’ contributions
Benefits paid
Fair value of plan assets at end of year
Net amount recognized
Amount recognized in the Consolidated Balance Sheets
Current liabilities
Noncurrent liabilities
Net amount recognized
Amount recognized in accumulated other comprehensive loss
Actuarial loss
Prior service credit
Total
December 27,
2015
December 28,
2014
$
81,054
$
100,932
588
2,794
4,230
(5,543)
1,145
(13,221)
71,047
—
8,991
4,230
(13,221)
—
580
3,722
3,834
12,091
(25,489)
(14,616)
81,054
—
10,782
3,834
(14,616)
—
$
$
$
$
$
(71,047) $
(81,054)
(8,168) $
(62,879)
(71,047) $
26,599
$
(41,309)
(14,710) $
(9,426)
(71,628)
(81,054)
37,339
(51,950)
(14,611)
Weighted-average assumptions used in the actuarial computations to determine the postretirement benefit
obligations were as follows:
Discount rate
Estimated increase in compensation level
December 27,
2015
December 28,
2014
4.04%
3.50%
3.61%
3.50%
Weighted-average assumptions used in the actuarial computations to determine net periodic postretirement
cost were as follows:
Discount rate
Estimated increase in compensation level
December 27,
2015
December 28,
2014
December 29,
2013
3.74%
3.50%
4.22%
3.50%
3.70%
3.50%
THE NEW YORK TIMES COMPANY – P. 77
The assumed health-care cost trend rates were as follows:
Health-care cost trend rate
Rate to which the cost trend rate is assumed to decline (ultimate trend rate)
Year that the rate reaches the ultimate trend rate
December 27,
2015
December 28,
2014
7.20%
5.00%
2023
7.20%
5.00%
2023
Because our health-care plans are capped for most participants, the assumed health-care cost trend rates do not
have a significant effect on the amounts reported for the health-care plans. A one-percentage point change in assumed
health-care cost trend rates would have the following effects:
(In thousands)
Effect on total service and interest cost for 2015
Effect on accumulated postretirement benefit obligation as of December 27, 2015
One-Percentage Point
Increase
Decrease
$
$
75
1,769
$
$
(63)
(1,503)
The following benefit payments (net of plan participant contributions) under our Company’s postretirement
plans, which reflect expected future services, are expected to be paid:
(In thousands)
2016
2017
2018
2019
2020
2021-2025 (1)
$
Amount
8,367
7,684
7,064
6,436
5,949
24,015
(1) While benefit payments under these plans are expected to continue beyond 2025, we have presented in this table only those benefit
payments estimated over the next 10 years.
We accrue the cost of certain benefits provided to former or inactive employees after employment, but before
retirement. The cost is recognized only when it is probable and can be estimated. Benefits include life insurance,
disability benefits and health-care continuation coverage. The accrued obligation for these benefits amounted to $12.9
million as of December 27, 2015 and $15.9 million as of December 28, 2014.
In October 2014, the SOA released new mortality tables that increased life expectancy assumptions. During the
fourth quarter of 2014, we adopted the new mortality tables and revised the mortality assumptions used in
determining our pension and postretirement benefit obligations. The net impact to our postretirement obligations
resulting from the new mortality assumptions was an increase of $4.2 million.
For fiscal year 2016, we are changing the approach used to calculate the service and interest components of net
periodic benefit cost for benefit plans to provide a more precise measurement of service and interest costs.
Historically, we calculated these service and interest components utilizing a single weighted-average discount rate
derived from the yield curve used to measure the benefit obligation at the beginning of the period. Going forward, we
have elected to utilize an approach that discounts the individual expected cash flows using the applicable spot rates
derived from the yield curve over the projected cash flow period. The spot rates used to determine service and
interest costs ranged from 0.84% to 5.18%. Based on current economic conditions, we estimate that the service cost
and interest cost for our other postretirement benefit plans will be reduced by $0.7 million in 2016. We have accounted
for this change as a change in accounting estimate that is inseparable from a change in accounting principle and
accordingly have accounted for it prospectively.
P. 78 – THE NEW YORK TIMES COMPANY
11. Other Liabilities
The components of the “Other Liabilities — Other” balance in our Consolidated Balance Sheets were as follows:
(In thousands)
Deferred compensation
Other liabilities
Total
December 27,
2015
December 28,
2014
$
$
35,578
$
56,645
45,136
62,639
92,223
$
107,775
Deferred compensation consists primarily of deferrals under our DEC, which has been frozen effective
December 31, 2015. The DEC enabled certain eligible executives to elect to defer a portion of their compensation on a
pre-tax basis.
We invest deferred compensation in life insurance products designed to closely mirror the performance of the
investment funds that the participants select. Our investments in life insurance products are included in
“Miscellaneous assets” in our Consolidated Balance Sheets, and were $71.9 million as of December 27, 2015 and $72.1
million as of December 28, 2014.
Other liabilities in the preceding table primarily included our post employment liabilities as of December 27,
2015 and our contingent tax liability for uncertain tax positions as of December 28, 2014.
12. Income Taxes
Reconciliations between the effective tax rate on income from continuing operations before income taxes and
the federal statutory rate are presented below.
December 27, 2015
December 28, 2014
December 29, 2013
(In thousands)
Tax at federal statutory rate
State and local taxes, net
Effect of enacted changes in tax laws
Reduction in uncertain tax positions
Loss/(gain) on Company-owned life insurance
Nondeductible expense, net
Domestic manufacturing deduction
Other, net
Amount
% of
Pre-tax
Amount
% of
Pre-tax
$
33,863
35.0
$
10,448
5,093
1,801
(2,545)
75
880
(2,651)
(2,606)
5.2
1.8
(2.6)
0.1
0.9
(2.7)
(2.7)
4,620
1,393
(21,147)
(1,250)
1,847
—
548
35.0
15.5
4.7
(70.8)
(4.2)
6.2
—
1.8
Amount
$
33,180
8,312
—
(1,803)
(3,673)
2,039
—
(163)
Income tax expense/(benefit)
$
33,910
35.0
$
(3,541)
(11.8) $
37,892
% of
Pre-tax
35.0
8.8
—
(1.9)
(3.9)
2.2
—
(0.2)
40.0
THE NEW YORK TIMES COMPANY – P. 79
The components of income tax expense as shown in our Consolidated Statements of Operations were as
follows:
(In thousands)
Current tax expense/(benefit)
Federal
Foreign
State and local
Total current tax expense/(benefit)
Deferred tax expense
Federal
Foreign
State and local
Total deferred tax (benefit)/expense
Income tax expense/(benefit)
December 27,
2015
December 28,
2014
December 29,
2013
$
41,199
$
17,397
$
485
5,919
47,603
(14,554)
—
861
(13,693)
583
(25,625)
(7,645)
4,014
—
90
4,104
18,903
681
8,371
27,955
5,426
—
4,511
9,937
$
33,910
$
(3,541) $
37,892
State tax operating loss carryforwards totaled $3.8 million as of December 27, 2015 and $7.5 million as of
December 28, 2014. Such loss carryforwards expire in accordance with provisions of applicable tax laws and have
remaining lives up to 18 years.
P. 80 – THE NEW YORK TIMES COMPANY
The components of the net deferred tax assets and liabilities recognized in our Consolidated Balance Sheets
were as follows:
(In thousands)
Deferred tax assets
December 27,
2015
December 28,
2014
Retirement, postemployment and deferred compensation plans
$
309,711
$
320,174
Accruals for other employee benefits, compensation, insurance and other
Accounts receivable allowances
Net operating losses
Other
Gross deferred tax assets
Valuation allowance
Net deferred tax assets
Deferred tax liabilities
Property, plant and equipment
Intangible assets
Investments in joint ventures
Other
Gross deferred tax liabilities
Net deferred tax asset
Amounts recognized in the Consolidated Balance Sheets
Deferred tax asset – current
Deferred tax asset – long-term
Net deferred tax asset
32,731
1,690
38,703
44,099
426,934
(36,204)
390,730
$
57,065
$
10,790
11,694
2,039
81,588
42,294
1,746
46,726
41,186
452,126
(41,136)
410,990
64,056
11,607
13,971
5,129
94,763
309,142
$
316,227
— $
309,142
309,142
$
63,640
252,587
316,227
$
$
$
$
$
We assess whether a valuation allowance should be established against deferred tax assets based on the
consideration of both positive and negative evidence using a “more likely than not” standard. In making such
judgments, significant weight is given to evidence that can be objectively verified. We evaluated our deferred tax
assets for recoverability using a consistent approach that considers our three-year historical cumulative income/
(loss), including an assessment of the degree to which any such losses were due to items that are unusual in nature
(e.g., impairments of nondeductible goodwill and intangible assets).
We had a valuation allowance totaling $36.2 million as of December 27, 2015 and $41.1 million as of
December 28, 2014 for deferred tax assets primarily associated with net operating losses of non-U.S. operations, as we
determined these assets were not realizable on a more-likely-than-not basis. In 2014, the valuation allowance was
allocated in proportion to the related current and noncurrent gross deferred tax asset balances.
Income tax benefits related to the exercise or vesting of equity awards reduced current taxes payable by $4.4
million in 2015, $3.1 million in 2014 and $3.4 million in 2013.
As of December 27, 2015 and December 28, 2014, “Accumulated other comprehensive loss, net of income taxes”
in our Consolidated Balance Sheets and for the years then ended in our Consolidated Statements of Changes in
Stockholders’ Equity was net of deferred tax assets of approximately $353 million and $369 million, respectively.
THE NEW YORK TIMES COMPANY – P. 81
A reconciliation of unrecognized tax benefits is as follows:
(In thousands)
Balance at beginning of year
Gross additions to tax positions taken during the current year
Gross additions to tax positions taken during the prior year
Gross reductions to tax positions taken during the prior year
Reductions from settlements with taxing authorities
Reductions from lapse of applicable statutes of limitations
Balance at end of year
$
$
December 27,
2015
December 28,
2014
December 29,
2013
16,324
$
46,058
$
1,151
282
(37)
—
(3,779)
13,941
$
2,116
—
(12,109)
(7,114)
(12,627)
16,324
$
46,058
45,308
2,249
127
(833)
—
(793)
The total amount of unrecognized tax benefits that would, if recognized, affect the effective income tax rate was
approximately $9.2 million as of December 27, 2015 and $10.7 million as of December 28, 2014.
We also recognize accrued interest expense and penalties related to the unrecognized tax benefits within income
tax expense or benefit. The total amount of accrued interest and penalties was approximately $4 million as of
December 27, 2015 and December 28, 2014. The total amount of accrued interest and penalties was a net benefit of $0.1
million in 2015, a net benefit of $8.6 million in 2014 and a net detriment of $1.7 million in 2013.
With few exceptions, we are no longer subject to U.S. federal, state and local, or non-U.S. income tax
examinations by tax authorities for years prior to 2007. Management believes that our accrual for tax liabilities is
adequate for all open audit years. This assessment relies on estimates and assumptions and may involve a series of
complex judgments about future events.
It is reasonably possible that certain income tax examinations may be concluded, or statutes of limitation may
lapse, during the next 12 months, which could result in a decrease in unrecognized tax benefits of $4.9 million that
would, if recognized, impact the effective tax rate.
13. Discontinued Operations
New England Media Group
In the fourth quarter of 2013, we completed the sale of substantially all of the assets and operating liabilities of
the New England Media Group — consisting of The Boston Globe, BostonGlobe.com, Boston.com, the T&G,
Telegram.com and related properties — and our 49% equity interest in Metro Boston, for approximately $70 million in
cash, subject to customary adjustments. The net after-tax proceeds from the sale, including a tax benefit, were
approximately $74 million. In 2013, we recognized a pre-tax gain of $47.6 million on the sale ($28.1 million after tax),
which was almost entirely comprised of a curtailment gain. This curtailment gain is primarily related to an
acceleration of prior service credits from retiree medical plan amendments announced in prior years, and is due to a
cessation of service for employees at the New England Media Group. Post-closing adjustments in the first and fourth
quarter of 2014 resulted in a loss of $0.3 million. The results of operations of the New England Media Group have
been classified as discontinued operations for all periods presented.
About Group
In the fourth quarter of 2012, we completed the sale of the About Group, consisting of About.com,
ConsumerSearch.com, CalorieCount.com and related businesses, to IAC/InterActiveCorp. for $300 million in cash,
plus a net working capital adjustment of approximately $17 million. In 2012, the sale resulted in a pre-tax gain of $96.7
million ($61.9 million after tax). The net after-tax proceeds from the sale were approximately $291 million. In the
fourth quarter of 2014, there was a legal settlement that resulted in a loss of $0.2 million. The results of operations of
the About Group, which had previously been presented as a reportable segment, have been classified as discontinued
operations for all periods presented.
P. 82 – THE NEW YORK TIMES COMPANY
Regional Media Group
In the first quarter of 2012, we completed the sale of the Regional Media Group, consisting of 16 regional
newspapers, other print publications and related businesses, to Halifax Media Holdings LLC for approximately $140
million in cash. The net after-tax proceeds from the sale, including a tax benefit, were approximately $150 million. The
sale resulted in an after-tax gain of $23.6 million (including post-closing adjustments recorded in the second and
fourth quarters of 2012 totaling $6.6 million). In the fourth quarter of 2014, there was an environmental contingency
that resulted in a loss of $0.4 million. The results of operations for the Regional Media Group have been classified as
discontinued operations for all periods presented.
The results of operations for the New England Media Group, About Group and the Regional Media Group
presented as discontinued operations are summarized below for 2014.
(In thousands)
Revenues
Total operating costs
Multiemployer pension plan withdrawal expense
Impairment of assets
Loss from joint ventures
Interest expense, net
Pre-tax income/(loss)
Income tax expense/(benefit)
Income/(loss) from discontinued operations, net of
income taxes
Loss on sale, net of income taxes:
Loss on sale
Income tax (benefit)/expense
Loss on sale, net of income taxes
Year ended December 28, 2014
New England
Media Group
About Group
Regional Media
Group
Total
$
— $
— $
— $
—
—
—
—
—
—
—
—
(349)
(127)
(222)
—
—
—
—
—
—
—
—
(229)
(93)
(136)
—
—
—
—
—
—
—
—
(397)
331
(728)
Loss from discontinued operations, net of income
taxes
$
(222) $
(136) $
(728) $
—
—
—
—
—
—
—
—
—
(975)
111
(1,086)
(1,086)
THE NEW YORK TIMES COMPANY – P. 83
The results of operations for the New England Media Group, About Group and the Regional Media Group
presented as discontinued operations are summarized below for 2013.
Year Ended December 29, 2013
New England
Media Group
About Group
Regional Media
Group
Total
(In thousands)
Revenues
Total operating costs
Multiemployer pension plan withdrawal expense(1)
Impairment of assets (2)
Loss from joint ventures
Interest expense, net
Pre-tax loss
Income tax benefit(3)
(Loss)/income from discontinued operations, net of income
taxes
Gain/(loss) on sale, net of income taxes:
Gain on sale(4)
Income tax expense
Gain on sale, net of income taxes
$
287,677 $
— $
— $
281,414
7,997
34,300
(240)
9
(36,283)
(13,373)
(22,910)
47,561
19,457
28,104
—
—
—
—
—
—
(2,497)
2,497
419
161
258
—
—
—
—
—
—
—
—
—
—
—
Income from discontinued operations, net of income
taxes
$
5,194 $
2,755 $
— $
287,677
281,414
7,997
34,300
(240)
9
(36,283)
(15,870)
(20,413)
47,980
19,618
28,362
7,949
(1) The multiemployer pension plan withdrawal expense in 2013 is related to estimated charges for complete or partial withdrawal obligations
under multiemployer pension plans triggered by the sale of the New England Media Group.
(2)
Included in impairment of assets in 2013 is the impairment of fixed assets related to the New England Media Group.
(3) The income tax benefit for the About Group in 2013 is related to a change in prior period estimated tax expense.
(4)
Included in the gain on sale in 2013 is a $49.1 million post-retirement curtailment gain related to the New England Media Group.
Included in impairment of assets in 2013 is the impairment of fixed assets held for sale that related to the
New England Media Group. During the third quarter of 2013, we estimated the fair value less cost to sell of the
group held for sale, using unobservable inputs (Level 3). We recorded a $34.3 million non-cash charge in the
third quarter of 2013 for fixed assets at the New England Media Group to reduce the carrying value of fixed
assets to their fair value less cost to sell.
14. Earnings/(Loss) Per Share
We compare earnings/(loss) per share using a two-class method, an earnings allocation method used when a
company’s capital structure includes two or more classes of common stock or common stock and participating
securities. This method determines earnings/(loss) per share based on dividends declared on common stock and
participating securities (i.e., distributed earnings), as well as participation rights of participating securities in any
undistributed earnings.
Earnings/(loss) per share is computed using both basic and diluted shares. The difference between basic and
diluted shares is that diluted shares include the dilutive effect of the assumed exercise of outstanding securities. Our
stock options, stock-settled long-term performance awards and restricted stock units could have the most significant
impact on diluted shares. The increase in our basic shares is due to the exercise of warrants in January 2015, partially
offset by repurchases of the Company’s Class A Common Stock.
Securities that could potentially be dilutive are excluded from the computation of diluted earnings per share
when a loss from continuing operations exists or when the exercise price exceeds the market value of our Class A
Common Stock, because their inclusion would result in an anti-dilutive effect on per share amounts.
The number of stock options that was excluded from the computation of diluted earnings per share because
they were anti-dilutive was approximately 5 million in 2015, 6 million in 2014 and 10 million in 2013, respectively.
P. 84 – THE NEW YORK TIMES COMPANY
15. Stock-Based Awards
As of December 27, 2015, the Company was authorized to grant stock-based compensation under its 2010
Incentive Compensation Plan (the “2010 Incentive Plan”), which became effective April 27, 2010 and was amended
and restated effective April 30, 2014. The 2010 Incentive Plan replaced the 1991 Executive Stock Incentive Plan (the
“1991 Incentive Plan”). In addition, through April 30, 2014, the Company maintained its 2004 Non-Employee
Directors’ Stock Incentive Plan (the “2004 Directors’ Plan”).
In 2013, the Company redesigned its long-term incentive compensation program, eliminating annual grants of
time-based stock options and restricted stock units and long-term performance awards payable solely in cash for
executives. In their place, executives have the opportunity to earn cash and shares of Class A Common Stock at the
end of three-year performance cycles based in part on the achievement of financial goals tied to a financial metric and
in part on stock price performance relative to companies in the Standard & Poor’s 500 Stock Index, with the majority
of the target award to be settled in the Company’s Class A Common Stock.
We recognize stock-based compensation expense for these stock-settled long-term performance awards, as well
as stock-settled restricted stock units, stock options and stock appreciation rights (together, “Stock-Based Awards”).
Stock-based compensation expense was $10.6 million in 2015, $8.9 million in 2014 and $8.8 million in 2013.
Stock-based compensation expense is recognized over the period from the date of grant to the date when the
award is no longer contingent on the employee providing additional service. Awards under the 1991 Incentive Plan
and 2010 Incentive Plan generally vest over a stated vesting period or, with respect to awards granted prior to
December 28, 2014, upon the retirement of an employee or director, as the case may be.
Prior to 2012, under our 2004 Directors’ Plan, each non-employee director of the Company received annual
grants of non-qualified stock options with 10-year terms to purchase 4,000 shares of Class A Common Stock from the
Company at the average market price of such shares on the date of grants. These grants were replaced with annual
grants of cash-settled phantom stock units in 2012, and, accordingly, no grants of stock options have since been made
under this plan. Under its terms, the 2004 Directors’ Plan terminated as of April 30, 2014.
In 2015, the annual grants of phantom stock units were replaced with annual grants of restricted stock units,
granted under the 2010 Incentive Plan. Restricted stock units are awarded on the date of the annual meeting of
stockholders and vest on the date of the subsequent year’s annual meeting, with the shares delivered upon a
director’s cessation of membership on the Board of Directors. Each non-employee director is credited with additional
restricted stock units with a value equal to the amount of all dividends paid on the Company’s Class A Common
Stock.
Our pool of excess tax benefits (“APIC Pool”) available to absorb tax deficiencies was approximately $25
million as of December 27, 2015.
Stock Options
The 1991 Incentive Plan provided, and the 2010 Incentive Plan provides for grants of both incentive and non-
qualified stock options at an exercise price equal to the fair market value (as defined in each plan, respectively) of our
Class A Common Stock on the date of grant. Stock options have generally been granted with a 3-year vesting period
and a 10-year term and vest in equal annual installments. Due to a change in the Company’s long-term incentive
compensation, no grants of stock options were made in 2015, 2014 or 2013.
The 2004 Directors’ Plan provided for grants of stock options to non-employee directors at an exercise price
equal to the fair market value (as defined in the 2004 Directors’ Plan) of our Class A Common Stock on the date of
grant. Prior to 2012, stock options were granted with a 1-year vesting period and a 10-year term. No grants of stock
options were made in 2015, 2014 or 2013. Our Company’s directors are considered employees for purposes of stock-
based compensation.
THE NEW YORK TIMES COMPANY – P. 85
Changes in our Company’s stock options in 2015 were as follows:
(Shares in thousands)
Options outstanding at beginning of year
Granted
Exercised
Forfeited/Expired
Options outstanding at end of period
Options expected to vest at end of period
Options exercisable at end of period
December 27, 2015
Weighted
Average
Exercise
Price
Weighted
Average
Remaining
Contractual
Term
(Years)
18
—
6
27
16
16
16
Aggregate
Intrinsic
Value
$(000s)
3
$
16,234
3
3
3
$
$
$
13,938
13,938
13,938
Options
8,170
$
—
(341)
(1,439)
6,390
6,390
6,390
$
$
$
The total intrinsic value for stock options exercised was $2.7 million in 2015, $1.5 million in 2014 and $5.3
million in 2013.
The fair value of the stock options granted was estimated on the date of grant using a Black-Scholes valuation
model that uses the following assumptions. The risk-free rate is based on the U.S. Treasury yield curve in effect at the
time of grant. The expected life (estimated period of time outstanding) of stock options granted was determined using
the average of the vesting period and term. Expected volatility was based on historical volatility for a period equal to
the stock option’s expected life, ending on the date of grant, and calculated on a monthly basis. Dividend yield was
based on expected Company dividends, if applicable on the date of grant. The fair value for stock options granted
with different vesting periods and on different dates is calculated separately. There were no stock option grants in
2015, 2014 or 2013.
Restricted Stock Units
The 1991 Incentive Plan provided, and the 2010 Incentive Plan provides for grants of other stock-based awards,
including restricted stock units.
Outstanding stock-settled restricted stock units have been granted with a stated vesting period up to 5 years.
Each restricted stock unit represents our obligation to deliver to the holder one share of Class A Common Stock upon
vesting. The fair value of stock-settled restricted stock units is the average market price on the grant date. Changes in
our Company’s stock-settled restricted stock units in 2015 were as follows:
(Shares in thousands)
Unvested stock-settled restricted stock units at beginning of period
Granted
Vested
Forfeited
Unvested stock-settled restricted stock units at end of period
Unvested stock-settled restricted stock units expected to vest at end of period
December 27, 2015
Restricted
Stock
Units
Weighted
Average
Grant-Date
Fair Value
1,059
$
574
(386)
(88)
1,159
1,064
$
$
10
14
8
13
13
13
The intrinsic value of stock-settled restricted stock units vested was $5.5 million in 2015, $5.8 million in 2014
and $1.9 million in 2013.
P. 86 – THE NEW YORK TIMES COMPANY
Long-Term Incentive Compensation
The 1991 Incentive Plan provided, and the 2010 Incentive Plan provides, for grants of cash and stock-settled
awards to key executives payable at the end of a multi-year performance period.
Cash-settled awards have been granted with three-year performance periods and are based on the achievement
of specified financial performance measures. Cash-settled awards have been classified as a liability because we
incurred a liability payable in cash. There were payments of approximately $3 million in 2015, $1 million in 2014 and
$9 million in 2013.
Stock-settled awards have been granted with three-year performance periods and are based on relative Total
Shareholder Return (“TSR”), which is calculated at stock appreciation plus deemed reinvested dividends and another
performance measure. Stock-settled awards are payable in Class A Common Stock and are classified within equity.
The fair value of TSR awards is determined at the date of grant using a market calculation simulation. The fair value
of awards under the other performance measure is determined by the average market price on the grant date.
Compensation expense for TSR-based awards is recognized based on the fair value on grant date.
Compensation expense for the other performance measure is based on the expected number of shares or cash to be
delivered as of each reporting date.
Unrecognized Compensation Expense
As of December 27, 2015, unrecognized compensation expense related to the unvested portion of our Stock-
Based Awards was approximately $15.7 million and is expected to be recognized over a weighted-average period of
1.58 years.
Reserved Shares
We generally issue shares for the exercise of stock options and stock-settled restricted stock units from unissued
reserved shares.
Shares of Class A Common Stock reserved for issuance were as follows:
(Shares in thousands)
Stock options, stock–settled restricted stock units and stock-settled performance
awards
Stock options and stock-settled restricted stock units
Stock-settled performance awards(1)
Outstanding
Available
Employee Stock Purchase Plan(2)
Available
401(k) Company stock match(3)
Available
Total Outstanding
Total Available
December 27,
2015
December 28,
2014
7,549
3,531
11,080
7,282
9,228
2,827
12,055
8,408
6,410
6,410
3,045
11,080
16,737
3,045
12,055
17,863
(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.
THE NEW YORK TIMES COMPANY – P. 87
16. Stockholders’ Equity
Shares of our Company’s Class A and Class B Common Stock are entitled to equal participation in the event of
liquidation and in dividend declarations. The Class B Common Stock is convertible at the holders’ option on a share-
for-share basis into Class A Common Stock. Upon conversion, the previously outstanding shares of Class B Common
Stock that were converted are automatically and immediately retired, resulting in a reduction of authorized Class B
Common Stock. As provided for in our Company’s Certificate of Incorporation, the Class A Common Stock has
limited voting rights, including the right to elect 30% of the Board of Directors, and the Class A and Class B Common
Stock have the right to vote together on the reservation of our Company shares for stock options and other stock-
based plans, on the ratification of the selection of a registered public accounting firm and, in certain circumstances, on
acquisitions of the stock or assets of other companies. Otherwise, except as provided by the laws of the State of New
York, all voting power is vested solely and exclusively in the holders of the Class B Common Stock.
There were 816,635 shares as of December 27, 2015 and December 28, 2014 of Class B Common Stock issued and
outstanding that may be converted into shares of Class A Common Stock.
The Adolph Ochs family trust holds approximately 90% of the Class B Common Stock and, as a result, has the
ability to elect 70% of the Board of Directors and to direct the outcome of any matter that does not require a vote of
the Class A Common Stock.
On January 14, 2015, Carlos Slim Helú, a beneficial owner of our Class A Common Stock, exercised warrants to
purchase 15.9 million shares of our Class A Common Stock at a price of $6.3572 per share, and the Company received
cash proceeds of approximately $101.1 million from this exercise. On January 13, 2015, the Board of Directors
terminated an existing authorization to repurchase shares of the Company’s Class A Common Stock and approved a
new repurchase authorization of $101.1 million, equal to the cash proceeds received by the Company from the
exercise. As of December 27, 2015 , the Company had repurchased 5,511,233 Class A shares under this authorization
for a cost of $69.8 million (excluding commissions). 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.
We may issue preferred stock in one or more series. The Board of Directors is authorized to set the
distinguishing characteristics of each series of preferred stock prior to issuance, including the granting of limited or
full voting rights; however, the consideration received must be at least $100 per share. No shares of preferred stock
were issued or outstanding as of December 27, 2015.
The following table summarizes the changes in AOCI by component as of December 27, 2015:
(In thousands)
Balance, December 28, 2014
Other comprehensive income before reclassifications, before tax(1)
Amounts reclassified from accumulated other comprehensive loss, before tax(1)
Income tax (benefit)/expense(1)
Net current-period other comprehensive (loss)/income, net of tax
Foreign
Currency
Translation
Adjustments
Funded
Status of
Benefit Plans
Total
Accumulated
Other
Comprehensive
Loss
$
5,705
$
(539,500) $
(8,803)
—
(3,115)
(5,688)
(25,236)
75,728
20,103
30,389
(533,795)
(34,039)
75,728
16,988
24,701
Balance, December 27, 2015
$
17
$
(509,111) $
(509,094)
(1) All amounts are shown net of noncontrolling interest.
P. 88 – THE NEW YORK TIMES COMPANY
The following table summarizes the reclassifications from AOCI for the period ended December 27, 2015:
(In thousands)
Detail about accumulated other comprehensive loss
components
Funded status of benefit plans:
Amounts reclassified
from accumulated
other comprehensive
loss
Affect line item in the statement where
net income is presented
Amortization of prior service credit(1)
Amortization of actuarial loss(1)
Effect of curtailment
Effect of other postretirement benefit remeasurement
Pension settlement charge
Total reclassification, before tax(2)
Income tax expense
Total reclassification, net of tax
$
$
(11,440) Selling, general & administrative costs
46,720 Selling, general & administrative costs
1,264 Selling, general & administrative costs
(1,145)
40,329 Pension settlement charge
75,728
30,132
Income tax (benefit)/expense
45,596
(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 27, 2015.
17. Segment Information
We have one reportable segment that includes The Times, the International New York Times, NYTimes.com,
international.nytimes.com and related businesses. Therefore, all required segment information can be found in the
consolidated financial statements.
Our operating segment generated revenues principally from circulation and advertising. Other revenues
consist primarily of revenues from news services/syndication, digital archives, rental income, our NYT Live business,
e-commerce and the Crossword product.
18. Commitments and Contingent Liabilities
Operating Leases
Operating lease commitments are primarily for office space and equipment. Certain office space leases provide
for rent adjustments relating to changes in real estate taxes and other operating costs.
Rental expense amounted to approximately $16 million in 2015, 2014 and 2013. The approximate minimum
rental commitments under noncancelable leases, net of subleases, as of December 27, 2015 were as follows:
(In thousands)
2016
2017
2018
2019
2020
Later years
Total minimum lease payments
Less: noncancelable subleases
Total minimum lease payments, net of noncancelable subleases
Amount
$
11,416
9,564
5,550
3,152
2,827
4,171
36,680
(1,443)
$
35,237
THE NEW YORK TIMES COMPANY – P. 89
Capital Leases
Future minimum lease payments for all capital leases, and the present value of the minimum lease payments as
of December 27, 2015, were as follows:
(In thousands)
2016
2017
2018
2019
2020
Later years
Total minimum lease payments
Less: imputed interest
Present value of net minimum lease payments including current maturities
Restricted Cash
$
Amount
552
552
552
7,245
—
—
8,901
(2,145)
$
6,756
We were required to maintain $28.7 million of restricted cash as of December 27, 2015 and $30.2 million as of
December 28, 2014, primarily related to certain collateral requirements for obligations under our workers’
compensation programs.
Newspaper and Mail Deliverers – Publishers’ Pension Fund
In September 2013, the Newspaper and Mail Deliverers - Publishers’ Pension Fund (the “Fund”) assessed a
partial withdrawal liability to the Company in the amount of $26 million for the plan years ending May 31, 2012 and
2013, an amount that was increased to approximately $34 million in December 2014, when the Fund issued a revised
partial withdrawal liability assessment for the plan year ending May 31, 2013. The Fund claims that when City &
Suburban, a retail and newsstand distribution subsidiary of the Company and the largest contributor to the Fund,
ceased operations in 2009, it triggered a decline of more than 70% in contribution base units in each of these two plan
years. The Company disagrees with both the Fund’s determination that a partial withdrawal occurred and the
methodology by which it calculated the withdrawal liability, and the matter is currently being arbitrated. We do not
believe that a loss is probable on this matter and have not recorded a loss contingency for the period ended
December 27, 2015. However, as required by the Employee Retirement Income Security Act of 1974, we have been
making the quarterly payments to the Fund set forth in the demand letters. As of December 27, 2015, we made total
payments of $11.6 million since the receipt of the initial demand letter, including $7.1 million in 2015.
Other
We are involved in various legal actions incidental to our business that are now pending against us. These
actions are generally for amounts greatly in excess of the payments, if any, that may be required to be made. Although
the Company cannot predict the outcome of these matters, it is possible that an unfavorable outcome in one or more
matters could be material to the Company’s consolidated results of operations or cash flows for an
individual reporting period. However, based on currently available information, management does not believe that
the ultimate resolution of these matters, individually or in the aggregate, is likely to have a material effect on the
Company’s financial position.
P. 90 – THE NEW YORK TIMES COMPANY
SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS
For the Three Years Ended December 27, 2015:
(In thousands)
Accounts receivable allowances:
Year ended December 27, 2015
Year ended December 28, 2014
Year ended December 29, 2013
Valuation allowance for deferred tax assets:
Year ended December 27, 2015
Year ended December 28, 2014
Year ended December 29, 2013
(1)
Includes write-offs, net of recoveries.
Balance at
beginning
of period
Additions
charged to
operating
costs and other
Deductions(1)
Balance at
end of period
$
$
$
$
$
$
12,860
14,252
15,452
41,136
42,295
42,138
$
$
$
$
$
$
13,999
11,384
9,377
$
$
$
— $
— $
2,432
$
13,374
12,776
10,577
4,932
1,159
2,275
$
$
$
$
$
$
13,485
12,860
14,252
36,204
41,136
42,295
THE NEW YORK TIMES COMPANY – P. 91
QUARTERLY INFORMATION (UNAUDITED)
Quarterly financial information for each quarter in the years ended December 27, 2015 and December 28,
2014 is included in the following tables. The New England Media Group, Regional Media Group and the About
Group’s results of operations have been presented as discontinued operations for all periods presented. See Note 13 of
the Notes to the Consolidated Financial Statements for additional information regarding these discontinued
operations.
(In thousands, except per share data)
Revenues
Operating costs
Pension settlement expense(1)
Multiemployer pension plan withdrawal expense(2)
Operating (loss)/profit
(Loss)/income from joint ventures
Interest expense, net
(Loss)/income from continuing operations before income taxes
Income tax (benefit)/expense
(Loss)/income
Net (loss)/income from continuing operations
Net loss attributable to the noncontrolling interest
2015 Quarters
March 29,
2015
June 28,
2015
September 27,
2015
December 27,
2015
(13 weeks)
(13 weeks)
(13 weeks)
(13 weeks)
$
384,239 $
382,886 $
367,404 $
444,686 $
Full Year
(52 weeks)
1,579,215
350,277
40,329
4,697
(11,064)
(572)
12,192
(23,828)
(9,407)
(14,421)
(14,421)
159
344,835
345,471
352,663
1,393,246
—
—
38,051
(356)
9,776
27,919
11,700
16,219
16,219
181
—
—
21,933
170
9,127
12,976
3,611
9,365
9,365
50
—
4,358
87,665
40,329
9,055
136,585
(25)
(783)
7,955
79,685
28,006
51,679
51,679
14
39,050
96,752
33,910
62,842
62,842
404
Net (loss)/income attributable to The New York Times Company
common stockholders
$
(14,262) $
16,400 $
9,415 $
51,693 $
63,246
Amounts attributable to The New York Times Company
common stockholders:
(Loss)/income from continuing operations
Net (loss)/income
Average number of common shares outstanding:
Basic
Diluted
Basic earnings/(loss) per share attributable to The New York
Times Company common stockholders:
(Loss)/income from continuing operations
Net (loss)/income
Diluted earnings/(loss) per share attributable to The New York
Times Company common stockholders:
(Loss)/income from continuing operations
Net (loss)/income
$
$
$
$
$
$
(14,262) $
(14,262) $
16,400 $
16,400 $
9,415 $
9,415 $
51,693 $
51,693 $
63,246
63,246
163,988
163,988
166,355
168,316
165,052
166,981
162,179
164,128
164,390
166,423
(0.09) $
(0.09) $
0.10 $
0.10 $
(0.09) $
(0.09) $
0.10 $
0.10 $
0.06 $
0.06 $
0.06 $
0.06 $
0.32 $
0.32 $
0.31 $
0.31 $
0.38
0.38
0.38
0.38
(1) We recorded a settlement charge related to a lump-sum payment offer to certain former employees who participated in a non-qualified
pension plan.
(2) We recorded an estimated charge related to partial withdrawal obligations under multiemployer pension plans.
P. 92 – THE NEW YORK TIMES COMPANY
(In thousands, except per share data)
Revenues
Operating costs
Early termination charge
Pension settlement expense(1)
Operating profit/(loss)
(Loss)/income from joint ventures
Interest expense, net
Income/(loss) from continuing operations before income taxes
Income tax expense/(benefit)
Income/(loss) from continuing operations
Loss from discontinued operations, net of income taxes
Net income/(loss)
Net (incomes)/loss attributable to the noncontrolling interest
Net income/(loss) attributable to The New York Times Company
common stockholders
Amounts attributable to The New York Times Company
common stockholders:
Income/(loss) from continuing operations
Loss from discontinued operations, net of income taxes
Net income/(loss)
Average number of common shares outstanding:
Basic
Diluted
Basic earnings/(loss) per share attributable to The New York
Times Company common stockholders:
Income/(loss) from continuing operations
Loss from discontinued operations, net of income taxes
Net income/(loss)
Diluted earnings/(loss) per share attributable to The New York
Times Company common stockholders:
Income/(loss) from continuing operations
Loss from discontinued operations, net of income taxes
Net income/(loss)
$
$
$
$
$
$
$
2014 Quarters
March 30,
2014
June 29,
2014
September 28,
2014
December 28,
2014
(13 weeks)
(13 weeks)
(13 weeks)
(13 weeks)
$
390,408 $
388,719 $
364,718 $
444,683 $
Full Year
(52 weeks)
1,588,528
365,799
362,697
373,750
382,259
1,484,505
2,550
—
22,059
(2,147)
13,301
6,611
3,764
2,847
(994)
1,853
(110)
—
9,525
16,497
25
13,205
3,317
(5,743)
9,060
—
9,060
128
—
—
(9,032)
1,599
15,254
(22,687)
(10,247)
(12,440)
—
(12,440)
(59)
—
—
62,424
(7,845)
11,970
42,609
8,685
33,924
(92)
33,832
1,043
2,550
9,525
91,948
(8,368)
53,730
29,850
(3,541)
33,391
(1,086)
32,305
1,002
1,743 $
9,188 $
(12,499) $
34,875 $
33,307
2,737 $
9,188 $
(12,499) $
34,967 $
34,393
(994)
—
—
(92)
(1,086)
1,743 $
9,188 $
(12,499) $
34,875 $
33,307
150,612
161,920
150,796
161,868
150,822
150,822
150,779
160,455
150,673
161,323
0.02 $
(0.01)
0.01 $
0.02 $
(0.01)
0.01 $
0.06 $
—
0.06 $
0.06 $
—
0.06 $
(0.08) $
—
(0.08) $
(0.08) $
—
(0.08) $
0.23 $
—
0.23 $
0.22 $
—
0.22 $
0.23
(0.01)
0.22
0.21
(0.01)
0.20
(1) We recorded a settlement charge related to a lump-sum payment offer to certain former employees who participated in a non-qualified
pension plan.
Earnings/(loss) per share amounts for the quarters do not necessarily equal the respective year-end amounts
for earnings or loss per share due to the weighted-average number of shares outstanding used in the computations for
the respective periods. Earnings/(loss) per share amounts for the respective quarters and years have been computed
using the average number of common shares outstanding.
One of our largest sources of revenue is advertising. Our business has historically experienced higher
advertising volume in the fourth quarter than the remaining quarters because of holiday advertising.
THE NEW YORK TIMES COMPANY – P. 93
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
ITEM 9A. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
Our management, with the participation of our principal executive officer and our principal financial officer,
evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of
the Securities Exchange Act of 1934) as of December 27, 2015. Based upon such evaluation, our principal executive
officer and principal financial officer concluded that our disclosure controls and procedures were effective to ensure
that the information required to be disclosed by us in the reports that we file or submit under the Securities Exchange
Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and
forms, and is accumulated and communicated to our management, including our principal executive officer and
principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Management’s report on internal control over financial reporting and the attestation report of our independent
registered public accounting firm on our internal control over financial reporting are set forth in Item 8 of this Annual
Report on Form 10-K and are incorporated by reference herein.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There were no changes in our internal control over financial reporting during the quarter ended December 27,
2015, that have materially affected, or are reasonably likely to materially affect, our internal control over financial
reporting.
ITEM 9B. OTHER INFORMATION
Not applicable.
P. 94 – THE NEW YORK TIMES COMPANY
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
In addition to the information set forth under the caption “Executive Officers of the Registrant” in Part I of this
Annual Report on Form 10-K, the information required by this item is incorporated by reference to the sections titled
“Section 16(a) Beneficial Ownership Reporting Compliance,” “Proposal Number 1 – Election of Directors,” “Interests
of Related Persons in Certain Transactions of the Company,” “Board of Directors and Corporate Governance,”
beginning with the section titled “Independent Directors,” but only up to and including the section titled “Audit
Committee Financial Experts,” “Board Committees” and “Nominating & Governance Committee” of our Proxy
Statement for the 2016 Annual Meeting of Stockholders.
The Board of Directors has adopted a code of ethics that applies not only to the principal executive officer,
principal financial officer and principal accounting officer, as required by the SEC, but also to our Chairman and Vice
Chairman. The current version of such code of ethics can be found on the Corporate Governance section of our
website at http://investors.nytco.com/investors/corporate-governance. We intend to post any amendments to or
waivers from the code of ethics that apply to our principal executive officer, principal financial officer or principal
accounting officer on our website.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is incorporated by reference to the sections titled “Compensation
Committee,” “Directors’ Compensation,” “Directors’ and Officers’ Liability Insurance” and “Compensation of
Executive Officers” of our Proxy Statement for the 2016 Annual Meeting of Stockholders.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The information required by this item is incorporated by reference to the sections titled “Principal Holders of
Common Stock,” “Security Ownership of Management and Directors” and “The 1997 Trust” of our Proxy Statement
for the 2016 Annual Meeting of Stockholders.
THE NEW YORK TIMES COMPANY – P. 95
Equity Compensation Plan Information
The following table presents information regarding our existing equity compensation plans as of December 27,
2015.
Plan category
Equity compensation plans approved by security holders
Stock options and stock-based awards
Employee Stock Purchase Plan
Total
Equity compensation plans not approved by security holders
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)
11,080,064 (1) $
—
11,080,064
None
16.42 (2)
—
None
7,282,293 (3)
6,409,741 (4)
13,692,034
None
(1)
Includes (i) 6,389,937 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 $16.42
per share, and with a weighted-average remaining term of 3 years; (ii) 1,158,861 shares of Class A stock issuable upon the vesting of
outstanding stock-settled restricted stock units granted under the 2010 Incentive Plan; and (iii) 3,531,266 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 under specified performance tests. 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 1,765,633.
(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 27, 2015, the
2010 Incentive Plan had 7,282,293 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
The information required by this item is incorporated by reference to the sections titled “Interests of Related
Persons in Certain Transactions of the Company,” “Board of Directors and Corporate Governance — Independent
Directors,” “Board of Directors and Corporate Governance — Board Committees” and “Board of Directors and
Corporate Governance — Policy on Transactions with Related Persons” of our Proxy Statement for the 2016 Annual
Meeting of Stockholders.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this item is incorporated by reference to the section titled “Proposal Number 3 —
Selection of Auditors,” beginning with the section titled “Audit Committee’s Pre-Approval Policies and Procedures,”
but only up to and not including the section titled “Recommendation and Vote Required” of our Proxy Statement for
the 2016 Annual Meeting of Stockholders.
P. 96 – THE NEW YORK TIMES COMPANY
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(A) DOCUMENTS FILED AS PART OF THIS REPORT
(1) Financial Statements
As listed in the index to financial information in “Item 8 — Financial Statements and Supplementary Data.”
(2) Supplemental Schedules
The following additional consolidated financial information is filed as part of this Annual Report on Form 10-K
and should be read in conjunction with the Consolidated Financial Statements set forth in “Item 8 — Financial
Statements and Supplementary Data.” Schedules not included with this additional consolidated financial information
have been omitted either because they are not applicable or because the required information is shown in the
Consolidated Financial Statements.
Consolidated Schedule for the Three Years Ended December 27, 2015
II – Valuation and Qualifying Accounts
Page
91
Separate financial statements and supplemental schedules of associated companies accounted for by the equity
method are omitted in accordance with the provisions of Rule 3-09 of Regulation S-X.
(3) Exhibits
An exhibit index has been filed as part of this Annual Report on Form 10-K and is incorporated herein by
reference.
THE NEW YORK TIMES COMPANY – P. 97
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: February 24, 2016
THE NEW YORK TIMES COMPANY
(Registrant)
BY: /s/ KENNETH A. RICHIERI
Kenneth A. Richieri
Executive Vice President and General Counsel
We, the undersigned directors and officers of The New York Times Company, hereby severally constitute Kenneth A.
Richieri and James M. Follo, and each of them singly, our true and lawful attorneys with full power to them and each
of them to sign for us, in our names in the capacities indicated below, any and all amendments to this Annual Report
on Form 10-K filed with the Securities and Exchange Commission.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the dates indicated.
Date
February 24, 2016
February 24, 2016
February 24, 2016
February 24, 2016
February 24, 2016
February 24, 2016
February 24, 2016
February 24, 2016
February 24, 2016
February 24, 2016
February 24, 2016
February 24, 2016
February 24, 2016
February 24, 2016
February 24, 2016
February 24, 2016
Signature
Title
/s/ Arthur Sulzberger, Jr.
Chairman and Director
/s/ Mark Thompson
Chief Executive Officer, President and Director
(principal executive officer)
/s/ R. Anthony Benten
/s/ Michael Golden
/s/ James M. Follo
Vice Chairman and Director
Executive Vice President and Chief Financial Officer
(principal financial officer)
Senior Vice President, Finance and Corporate Controller
(principal accounting officer)
/s/ Raul E. Cesan
Director
/s/ Robert E. Denham
Director
Director
/s/ Steven B. Green
/s/ Carolyn D. Greenspon Director
Director
/s/ Joichi Ito
Director
/s/ Dara Khosrowshahi
Director
/s/ James A. Kohlberg
/s/ Ellen R. Marram
/s/ Brian P. McAndrews
/s/ Doreen A. Toben
/s/ Rebecca Van Dyck
Director
Director
Director
Director
P. 98 – THE NEW YORK TIMES COMPANY
INDEX TO EXHIBITS
Exhibit numbers 10.16 through 10.26 are management contracts or compensatory plans or arrangements.
Exhibit
Number
(2.1)
(2.2)
(3.1)
(3.2)
(4)
(4.1)
(4.2)
(4.3)
(10.1)
(10.2)
(10.3)
(10.4)
(10.5)
(10.6)
(10.7)
(10.8)
(10.9)
Description of Exhibit
Asset Purchase Agreement, dated as of December 27, 2011, by and among NYT Holdings, Inc., The Houma
Courier Newspaper Corporation, Lakeland Ledger Publishing Corporation, The Spartanburg Herald-Journal,
Inc., Hendersonville Newspaper Corporation, The Dispatch Publishing Company, Inc., NYT Management
Services, Inc., The New York Times Company and Halifax Media Holdings LLC (filed as an Exhibit to the
Company’s Form 8-K dated December 27, 2011, and incorporated by reference herein).
Stock Purchase Agreement, dated as of August 26, 2012, between the Company and IAC/InterActiveCorp (filed as
an Exhibit to the Company’s Form 8-K dated August 29, 2012, and incorporated by reference herein).
Certificate of Incorporation as amended and restated to reflect amendments effective July 1, 2007 (filed as an Exhibit
to the Company’s Form 10-Q dated August 9, 2007, and incorporated by reference herein).
By-laws as amended through November 19, 2009 (filed as an Exhibit to the Company’s Form 8-K dated November
20, 2009, and incorporated by reference herein).
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.
Securities Purchase Agreement, dated January 19, 2009, among the Company, Inmobiliaria Carso, S.A. de C.V. and
Banco Inbursa S.A., Institución de Banca Múltiple, Grupo Financiero Inbursa (including forms of notes, warrants
and registration rights agreement) (filed as an Exhibit to the Company’s Form 8-K dated January 21, 2009, and
incorporated by reference herein).
Indenture, dated as of November 4, 2010, by and between the Company and Wells Fargo Bank, National Association,
as trustee (filed as an Exhibit to the Company’s Form 8-K dated November 4, 2010, and incorporated by reference
herein).
Form of 6.625% Senior Notes due 2016 (included as an Exhibit to Exhibit 4.2 above).
Agreement of Lease, dated as of December 15, 1993, between The City of New York, as landlord, and the Company,
as tenant (as successor to New York City Economic Development Corporation (the “EDC”), pursuant to an
Assignment and Assumption of Lease With Consent, made as of December 15, 1993, between the EDC, as Assignor,
to the Company, as Assignee) (filed as an Exhibit to the Company’s Form 10-K dated March 21, 1994, and incorporated
by reference herein).
Funding Agreement #4, dated as of December 15, 1993, between the EDC and the Company (filed as an Exhibit to
the Company’s Form 10-K dated March 21, 1994, and incorporated by reference herein).
New York City Public Utility Service Power Service Agreement, dated as of May 3, 1993, between The City of New
York, acting by and through its Public Utility Service, and The New York Times Newspaper Division of the Company
(filed as an Exhibit to the Company’s Form 10-K dated March 21, 1994, and incorporated by reference herein).
Letter Agreement, dated as of April 8, 2004, amending Agreement of Lease, between the 42nd St. Development
Project, Inc., as landlord, and The New York Times Building LLC, as tenant (filed as an Exhibit to the Company’s
Form 10-Q dated November 3, 2006, and incorporated by reference herein).
Agreement of Sublease, dated as of December 12, 2001, between The New York Times Building LLC, as landlord,
and NYT Real Estate Company LLC, as tenant (filed as an Exhibit to the Company’s Form 10-Q dated November 3,
2006, and incorporated by reference herein).
First Amendment to Agreement of Sublease, dated as of August 15, 2006, between 42nd St. Development Project,
Inc., as landlord, and NYT Real Estate Company LLC, as tenant (filed as an Exhibit to the Company’s Form 10-Q
dated November 3, 2006, and incorporated by reference herein).
Second Amendment to Agreement of Sublease, dated as of January 29, 2007, between 42nd St. Development Project,
Inc., as landlord, and NYT Real Estate Company LLC, as tenant (filed as an Exhibit to the Company’s Form 8-K dated
February 1, 2007, and incorporated by reference herein).
Third Amendment to Agreement of Sublease (NYT), dated as of March 6, 2009, between 42nd St. Development
Project, Inc., as landlord, and NYT Real Estate Company LLC, as tenant (filed as an Exhibit to the Company’s Form
8-K dated March 9, 2009, and incorporated by reference herein).
Fourth Amendment to Agreement of Sublease (NYT), dated as of March 6, 2009, between 42nd St. Development
Project, Inc., as landlord, and 620 Eighth NYT (NY) Limited Partnership, as tenant (filed as an Exhibit to the
Company’s Form 8-K dated March 9, 2009, and incorporated by reference herein).
(10.10)
Fifth Amendment to Agreement of Sublease (NYT), dated as of August 31, 2009, between 42nd St. Development
Project, Inc., as landlord, and 620 Eighth NYT (NY) Limited Partnership, as tenant (filed as an Exhibit to the Company’s
Form 10-Q dated November 4, 2009, and incorporated by reference herein).
THE NEW YORK TIMES COMPANY – P. 99
Exhibit
Number
(10.11)
(10.12)
(10.13)
(10.14)
(10.15)
(10.16)
(10.17)
(10.18)
(10.19)
(10.20)
(10.21)
(10.22)
(10.23)
(10.24)
(10.25)
(10.26)
(12)
(21)
(23.1)
(24)
(31.1)
(31.2)
(32.1)
(32.2)
(101.INS)
Description of Exhibit
Agreement of Sublease (NYT-2), dated as of March 6, 2009, between 42nd St. Development Project, Inc., as landlord,
and NYT Real Estate Company LLC, as tenant (filed as an Exhibit to the Company’s Form 8-K dated March 9, 2009,
and incorporated by reference herein).
First Amendment to Agreement of Sublease (NYT-2), dated as of March 6, 2009, between 42nd St. Development
Project, Inc., as landlord, and NYT Building Leasing Company LLC, as tenant (filed as an Exhibit to the Company’s
Form 8-K dated March 9, 2009, and incorporated by reference herein).
Agreement of Purchase and Sale, dated as of March 6, 2009, between NYT Real Estate Company LLC, as seller, and
620 Eighth NYT (NY) Limited Partnership, as buyer (filed as an Exhibit to the Company’s Form 8-K dated March 9,
2009, and incorporated by reference herein).
Lease Agreement, dated as of March 6, 2009, between 620 Eighth NYT (NY) Limited Partnership, as landlord, and
NYT Real Estate Company LLC, as tenant (filed as an Exhibit to the Company’s Form 8-K dated March 9, 2009, and
incorporated by reference herein).
First Amendment to Lease Agreement, dated as of August 31, 2009, 620 Eighth NYT (NY) Limited Partnership, as
landlord, and NYT Real Estate Company LLC, as tenant (filed as an Exhibit to the Company’s Form 10-Q dated
November 4, 2009, and incorporated by reference herein).
The Company’s 2010 Incentive Compensation Plan, as amended and restated effective April 30, 2014 (filed as an
exhibit to the Company’s Form 8-K dated April 30, 2014 and incorporated by reference herein).
The Company’s 1991 Executive Stock Incentive Plan, as amended and restated through October 11, 2007 (filed as an
Exhibit to the Company’s Form 8-K dated October 12, 2007, and incorporated by reference herein).
The Company’s Supplemental Executive Retirement Plan, as amended and restated effective January 1, 2015 (filed
as an Exhibit to the Company’s Form 10-Q dated November 4, 2015, and incorporated by reference herein).
The Company’s Deferred Executive Compensation Plan, as amended and restated effective January 1, 2015 (filed as
an Exhibit to the Company’s Form 10-Q dated November 4, 2015, and incorporated by reference herein).
The Company’s 2004 Non-Employee Directors’ Stock Incentive Plan, effective April 13, 2004 (filed as an Exhibit to
the Company’s Form 10-Q dated May 5, 2004, and incorporated by reference herein).
The Company’s Non-Employee Directors Deferral Plan, as amended through October 11, 2007 (filed as an Exhibit
to the Company’s Form 8-K dated October 12, 2007, and incorporated by reference herein).
The Company’s Savings Restoration Plan, amended and restated effective February 19, 2015 (filed as an Exhibit to
the Company’s Form 10-Q filed November 4, 2015, and incorporated by reference herein).
The Company’s Supplemental Executive Savings Plan, amended and restated effective February 19, 2015 (filed as
an Exhibit to the Company’s Form 10-Q filed November 4, 2015, and incorporated by reference herein).
The New York Times Companies Supplemental Retirement and Investment Plan, amended and restated effective
January 1, 2015.
Stock Appreciation Rights Agreement, dated as of September 17, 2009, between the Company and Arthur Sulzberger,
Jr. (filed as an Exhibit to the Company’s Form 8-K dated September 18, 2009, and incorporated by reference herein).
Letter Agreement, dated as of August 14, 2012, between the Company and Mark Thompson (filed as an Exhibit to
the Company’s Form 8-K dated August 17, 2012, and incorporated by reference herein).
Ratio of Earnings to Fixed Charges.
Subsidiaries of the Company.
Consent of Ernst & Young LLP.
Power of Attorney (included as part of signature page).
Rule 13a-14(a)/15d-14(a) Certification.
Rule 13a-14(a)/15d-14(a) Certification.
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
XBRL Instance Document.
(101.SCH)
XBRL Taxonomy Extension Schema Document.
(101.CAL)
XBRL Taxonomy Extension Calculation Linkbase Document.
(101.DEF)
(101.LAB)
(101.PRE)
XBRL Taxonomy Extension Definition Linkbase Document.
XBRL Taxonomy Extension Label Linkbase Document.
XBRL Taxonomy Extension Presentation Linkbase Document.
P. 100 – THE NEW YORK TIMES COMPANY
EXHIBIT 12
The New York Times Company Ratio of Earnings to Fixed Charges (Unaudited)
(In thousands, except ratio)
Earnings/(loss) from continuing operations
before fixed charges
Earnings/(loss) from continuing operations before income
taxes, noncontrolling interest and income/(loss) from joint
ventures
Distributed earning from less than fifty-percent owned
affiliates
Adjusted pre-tax earnings/(loss) from continuing
operations
Fixed charges less capitalized interest
Earnings/(loss) from continuing operations before fixed
charges
Fixed charges
Interest expense, net of capitalized
interest(1)
Capitalized interest
Portion of rentals representative of interest factor
Total fixed charges
December 27,
2015
December 28,
2014
December 29,
2013
December 30,
2012
December 25,
2011
$
97,535
$
38,218
$
98,014
$
255,621
$
66,283
—
97,535
50,719
3,914
42,132
62,869
1,400
99,414
63,032
9,251
264,872
67,243
3,463
69,746
90,252
148,254
$
105,001
$
162,446
$
332,115
$
159,998
46,391
$
58,914
$
59,588
$
63,218
$
85,693
338
4,328
152
3,955
—
3,444
17
4,025
427
4,559
51,057
$
63,021
$
63,032
$
67,260
$
90,679
$
$
$
Ratio of earnings to fixed charges
2.90
1.67
2.58
4.94
1.76
Note:
The Ratio of Earnings to Fixed Charges should be read in conjunction with the Consolidated Financial Statements and Management’s
Discussion and Analysis of Financial Condition and Results of Operations in this Annual Report on Form 10-K for the fiscal year ended
December 27, 2015.
(1)
The Company’s policy is to classify interest expense recognized on uncertain tax positions as income tax expense. The Company has
excluded interest expense recognized on uncertain tax positions from the Ratio of Earnings to Fixed Charges.
EXHIBIT 21
Our Subsidiaries*
Name of Subsidiary
The New York Times Company
IHT LLC
International Herald Tribune S.A.S.
International Business Development (IBD)
International Herald Tribune (Hong Kong) LTD.
Beijing Shixun Zhihua Consulting Co. LTD.
International Herald Tribune (Singapore) PTE. LTD.
International Herald Tribune (Thailand) LTD.
IHT (Malaysia) SDN. BHD.
International Herald Tribune B.V.
International Herald Tribune GmbH
International Herald Tribune (Zurich) GmbH
International Herald Tribune Japan GK
International Herald Tribune Ltd. (U.K.)
International Herald Tribune U.S. Inc.
International Herald Tribune-Kathimerini Commercial S.A. (50%)
The Herald Tribune - Ha’aretz Partnership (50%)
London Bureau Limited
Madison Paper Industries (partnership) (40%)
New York Times Digital LLC
Northern SC Paper Corporation (80%)
NYT Administradora de Bens e Servicos Ltda.
NYT Building Leasing Company LLC
NYT Capital, LLC
Donohue Malbaie Inc. (49%)
Midtown Insurance Company
NEMG T&G, Inc.
NYT Shared Service Center, Inc.
International Media Concepts, Inc.
The New York Times Distribution Corporation
The New York Times Sales Company
The New York Times Syndication Sales Corporation
NYT Group Services, LLC
NYT News Bureau (India) Private Limited
NYT Real Estate Company LLC
The New York Times Building LLC (58%)
Rome Bureau S.r.l.
Women in the World Media, LLC (30%)
* 100% owned unless otherwise indicated.
Jurisdiction of
Incorporation or
Organization
New York
Delaware
France
France
Hong Kong
People’s Republic of China
Singapore
Thailand
Malaysia
Netherlands
Germany
Switzerland
Japan
United Kingdom
New York
Greece
Israel
United Kingdom
Maine
Delaware
Delaware
Brazil
New York
Delaware
Canada
New York
Massachusetts
Delaware
Delaware
Delaware
Massachusetts
Delaware
Delaware
India
New York
New York
Italy
Delaware
EXHIBIT 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in Registration Statements No. 333-43369, No. 333-43371,
No. 333-37331, No. 333-09447, No. 33-31538, No. 33-43210, No. 33-43211, No. 33-50465, No. 33-50467, No. 33-56219,
No. 333-49722, No. 333-70280, No. 333-102041, No. 333-114767, No. 333-156475, No. 333-166426 and No. 333-195731 on
Form S-8, and Registration Statement No. 333-194161 on Form S-3 of The New York Times Company of our reports
dated February 24, 2016 with respect to the consolidated financial statements and schedule of The New York Times
Company and the effectiveness of internal control over financial reporting of The New York Times Company,
included in this Annual Report (Form 10-K) for the fiscal year ended December 27, 2015.
/s/ Ernst & Young LLP
New York, New York
February 24, 2016
EXHIBIT 31.1
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.
Date: February 24, 2016
/s/ MARK THOMPSON
Mark Thompson
Chief Executive Officer
EXHIBIT 31.2
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.
Date: February 24, 2016
/s/ JAMES M. FOLLO
James M. Follo
Chief Financial Officer
EXHIBIT 32.1
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
In connection with the Annual Report on Form 10-K of The New York Times Company (the “Company”) for the
fiscal year ended December 27, 2015, as filed with the Securities and Exchange Commission on the date hereof (the
“Report”), I, Mark Thompson, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, based on my knowledge:
(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.
February 24, 2016
/s/ MARK THOMPSON
Mark Thompson
Chief Executive Officer
EXHIBIT 32.2
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
In connection with the Annual Report on Form 10-K of The New York Times Company (the “Company”) for the
fiscal year ended December 27, 2015, as filed with the Securities and Exchange Commission on the date hereof (the
“Report”), I, James M. Follo, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, based on my knowledge:
(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.
February 24, 2016
/s/ JAMES M. FOLLO
James M. Follo
Chief Financial Officer
Board of Directors
Raul E. Cesan
Founder and Managing
Partner
Commercial Worldwide LLC
Robert E. Denham
Partner
Munger, Tolles & Olson LLP
Michael Golden
Vice Chairman
The New York Times
Company
Steven B. Green
General Partner
Ordinance Capital L.P.
Carolyn D. Greenspon
Senior Consultant
Relative Solutions, LLC
Joichi Ito
Director, Media Lab
Massachusetts Institute
of Technology
Dara Khosrowshahi
President and C.E.O.
Expedia, Inc.
James A. Kohlberg
Co-Founder and Chairman
Kohlberg & Company
Ellen R. Marram
President
The Barnegat Group, LLC
Brian P. McAndrews
President, C.E.O. and
Chairman
Pandora Media, Inc.
Arthur Sulzberger Jr.
Chairman
The New York Times
Company
Publisher
The New York Times
Mark Thompson
President and C.E.O.
The New York Times
Company
Doreen A. Toben
Director of various
public corporations
Rebecca Van Dyck
Vice President, Consumer and
Brand Marketing
Facebook, Inc.
Shareholder Information Online
investors.nytco.com
Visit our website for Corporate Governance information about the
Company, including the Code of Ethics for our chairman, C.E.O., vice
chairman and senior financial officers and our Business Ethics Policy.
Career Opportunities
Employment applicants should apply online at jobs.nytco.com. The
Company is committed to a policy of providing equal employment
opportunities without regard to race, color, religion, national origin,
ancestry, gender, age, marital status, sexual orientation, disability, military
or veteran status or any other characteristic covered by law.
Office of the Secretary
(212) 556-5995
Corporate Communications & Investor Relations
(212) 556-4317
Stock Listing
The Company’s Class A Common Stock is listed on the New York
Stock Exchange. Ticker symbol: NYT
Registrar & Transfer Agent
If you are a registered shareholder and have a question about your
account, or would like to report a change in your name or address,
please contact:
Computershare
P.O. Box 30170
College Station, TX 77842-3170
Overnight correspondence should be mailed to:
Computershare
211 Quality Circle, Suite 210
College Station, TX 77845
Shareholder Website
www.computershare.com/investor
Shareholder online inquiries
https://www-us.computershare.com/investor/contact
Domestic: (800) 240-0345; TDD Line: (800) 231-5469
Foreign: (201) 680-6578; TDD Line: (201) 680-6610
Annual Meeting
Wednesday, May 4, 2016, at 9 a.m.
The New York Times Building
620 Eighth Ave., 15th Floor
New York, NY 10018
Auditors
Ernst & Young LLP
5 Times Square
New York, NY 10036
Forward-Looking Statements
This Annual Report contains forward-looking statements that relate
to future events or our future financial performance. By their nature,
forward-looking statements are subject to risks and uncertainties that
could cause actual results to differ materially from those anticipated in any
such statements. You should bear this in mind as you consider forward-
looking statements. Factors that we think could, individually or in the
aggregate, cause our actual results to differ materially from expected and
historical results include those described in the “Risk Factors” section of
this Annual Report, as well as other risks detailed from time to time in
the Company’s publicly filed documents. The Company undertakes no
obligation to publicly update any forward-looking statement, whether as a
result of new information, future events or otherwise.
Copyright 2016
The New York Times Company
All rights reserved.
The New York Times Company
620 Eighth Avenue
New York, NY 10018
tel 212-556-1234