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EX-31.2 - RULE 13A-14(A)/15D-14(A) CERTIFICATION - NEW YORK TIMES COex312_6262016.htm
EX-32.2 - CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 - NEW YORK TIMES COex322_6262016.htm
EX-32.1 - CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 - NEW YORK TIMES COex321_6262016.htm
EX-31.1 - RULE 13A-14(A)/15D-14(A) CERTIFICATION - NEW YORK TIMES COex311_6262016.htm
EX-12 - RATIO OF EARNINGS TO FIXED CHARGES - NEW YORK TIMES COex12_6262016.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 26, 2016
Commission file number 1-5837
THE NEW YORK TIMES COMPANY
(Exact name of registrant as specified in its charter)
 
NEW YORK
 
13-1102020
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
620 EIGHTH AVENUE, NEW YORK, NEW YORK
(Address of principal executive offices)
10018
(Zip Code)
Registrant’s telephone number, including area code 212-556-1234
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 x      No   o
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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes   x     No  o
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 definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer  x
 
Accelerated filer  o
 
Non-accelerated filer  o 
 
Smaller reporting company  o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes   o     No  x
Number of shares of each class of the registrant’s common stock outstanding as of July 27, 2016 (exclusive of treasury shares): 
Class A Common Stock
  
 
160,203,257

  shares
Class B Common Stock
  
 
816,632

  shares
 




THE NEW YORK TIMES COMPANY
INDEX

 
 
ITEM NO.
 
 
PART I
 
 
 
Financial Information
 
Item
1
 
Financial Statements
 
 
 
 
Condensed Consolidated Balance Sheets as of June 26, 2016 (unaudited) and December 27, 2015
 
 
 
 
Condensed Consolidated Statements of Operations (unaudited) for the quarter and six months ended June 26, 2016 and June 28, 2015
 
 
 
 
Condensed Consolidated Statements of Comprehensive Income (unaudited) for the quarter and six months ended June 26, 2016 and June 28, 2015
 
 
 
 
Condensed Consolidated Statements of Cash Flows (unaudited) for the six months ended June 26, 2016 and June 28, 2015
 
 
 
 
Notes to the Condensed Consolidated Financial Statements
 
Item
2
 
Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
Item
3
 
Quantitative and Qualitative Disclosures about Market Risk
 
Item
4
 
Controls and Procedures
 
 
 
PART II
 
 
 
Other Information
 
Item
1
 
Legal Proceedings
 
Item
1A
 
Risk Factors
 
Item
2
 
Unregistered Sales of Equity Securities and Use of Proceeds
 
Item
6
 
Exhibits
 





PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
THE NEW YORK TIMES COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
 
June 26, 2016

December 27, 2015
 
(Unaudited)
 
 
Assets
 
 
 
Current assets
 
 
 
Cash and cash equivalents
$
400,062

 
$
105,776

Short-term marketable securities
327,641

 
507,639

Accounts receivable (net of allowances of $13,783 in 2016 and $13,485 in 2015)
149,957

 
207,180

Prepaid expenses
15,173

 
19,430

Other current assets
46,309

 
22,507

Total current assets
939,142

 
862,532

Other assets
 
 
 
Long-term marketable securities
187,679

 
291,136

Investments in joint ventures
12,998

 
22,815

Property, plant and equipment (less accumulated depreciation and amortization of $886,010 in 2016 and $856,974 in 2015)
611,135

 
632,439

Goodwill
119,765

 
109,085

Deferred income taxes
303,441

 
309,142

Miscellaneous assets
155,081

 
190,541

Total assets
$
2,329,241

 
$
2,417,690

 See Notes to Condensed Consolidated Financial Statements.

1



THE NEW YORK TIMES COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS-(Continued)
(In thousands, except share and per share data)
 
 
June 26, 2016
 
December 27, 2015
 
 
(Unaudited)
 
 
Liabilities and stockholders’ equity
 
 
 
 
Current liabilities
 
 
 
 
Accounts payable
 
$
75,251

 
$
96,082

Accrued payroll and other related liabilities
 
69,076

 
98,256

Unexpired subscriptions
 
62,812

 
60,184

Current portion of long-term debt and capital lease obligations
 
188,784

 
188,377

Accrued expenses and other
 
130,294

 
120,686

Total current liabilities
 
526,217

 
563,585

Other liabilities
 
 
 
 
Long-term debt and capital lease obligations
 
244,898

 
242,851

Pension benefits obligation
 
613,445

 
627,697

Postretirement benefits obligation
 
60,068

 
62,879

Other
 
85,462

 
92,223

Total other liabilities
 
1,003,873

 
1,025,650

Stockholders’ equity
 
 
 
 
Common stock of $.10 par value:
 
 
 
 
Class A – authorized: 300,000,000 shares; issued: 2016 – 169,069,650; 2015 – 168,263,533 (including treasury shares: 2016 – 8,870,801; 2015 – 7,691,129)
 
16,907

 
16,826

Class B – convertible – authorized and issued shares: 2016 – 816,632; 2015 – 816,635 (including treasury shares: 2016 – none; 2015 – none)
 
82

 
82

Additional paid-in capital
 
143,513

 
146,348

Retained earnings
 
1,313,817

 
1,328,744

Common stock held in treasury, at cost
 
(171,211
)
 
(156,155
)
Accumulated other comprehensive loss, net of income taxes:
 
 
 
 
Foreign currency translation adjustments
 
1,157

 
17

Funded status of benefit plans
 
(501,222
)
 
(509,111
)
Total accumulated other comprehensive loss, net of income taxes
 
(500,065
)
 
(509,094
)
Total New York Times Company stockholders’ equity
 
803,043

 
826,751

Noncontrolling interest
 
(3,892
)
 
1,704

Total stockholders’ equity
 
799,151

 
828,455

Total liabilities and stockholders’ equity
 
$
2,329,241

 
$
2,417,690

 See Notes to Condensed Consolidated Financial Statements.


2



THE NEW YORK TIMES COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except per share data)
 
 
 
 
 
 
 
 
 
 
 
For the Quarters Ended
 
For the Six Months Ended
 
 
June 26, 2016


June 28, 2015

 
June 26, 2016

 
June 28, 2015

 
 
(13 weeks)
 
(26 weeks)
Revenues
 
 
 
 
 
 
 
 
Circulation
 
$
219,480

 
$
213,128

 
$
437,474

 
$
425,921

Advertising
 
131,155

 
148,599

 
270,835

 
298,507

Other
 
21,995

 
21,159

 
43,836

 
42,697

Total revenues
 
372,630

 
382,886

 
752,145

 
767,125

Operating costs
 
 
 
 
 
 
 
 
Production costs:
 
 
 
 
 
 
 
 
Wages and benefits
 
90,630

 
89,030

 
183,101

 
179,668

Raw materials
 
17,012

 
18,348

 
34,887

 
38,625

Other
 
45,075

 
45,395

 
92,591

 
91,116

Total production costs
 
152,717

 
152,773

 
310,579

 
309,409

Selling, general and administrative costs
 
172,069

 
176,252

 
350,315

 
355,049

Depreciation and amortization
 
15,147

 
15,810

 
30,619

 
30,654

Total operating costs
 
339,933

 
344,835

 
691,513

 
695,112

Restructuring charge
 
11,855

 

 
11,855

 

Multiemployer pension plan withdrawal expense
 
11,701

 

 
11,701

 
4,697

Pension settlement charges
 

 

 

 
40,329

Operating profit
 
9,141

 
38,051

 
37,076

 
26,987

Loss from joint ventures
 
(412
)
 
(356
)
 
(42,308
)
 
(928
)
Interest expense, net
 
9,097

 
9,776

 
17,923

 
21,968

(Loss)/ income from continuing operations before income taxes
 
(368
)
 
27,919

 
(23,155
)
 
4,091

Income tax expense/(benefit)
 
124

 
11,700

 
(9,077
)
 
2,293

Net (loss)/ income
 
(492
)
 
16,219

 
(14,078
)
 
1,798

Net loss attributable to the noncontrolling interest
 
281

 
181

 
5,596

 
340

Net (loss)/ income attributable to The New York Times Company common stockholders
 
$
(211
)
 
$
16,400

 
$
(8,482
)
 
$
2,138

Average number of common shares outstanding:
 
 
 
 
 
 
 
 
Basic
 
161,128

 
166,355

 
161,052

 
165,173

Diluted
 
161,128

 
168,316

 
161,052

 
167,491

Basic (loss)/earnings per share attributable to The New York Times Company common stockholders
 
$
(0.00
)
 
$
0.10

 
$
(0.05
)
 
$
0.01

Diluted (loss)/earnings per share attributable to The New York Times Company common stockholders
 
$
(0.00
)
 
$
0.10

 
$
(0.05
)
 
$
0.01

Dividends declared per share
 
$
0.00

 
$
0.04

 
$
0.04

 
$
0.08

 See Notes to Condensed Consolidated Financial Statements.

3



THE NEW YORK TIMES COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
(In thousands)
 
 
For the Quarters Ended
 
For the Six Months Ended
 
 
June 26, 2016

 
June 28, 2015

 
June 26, 2016

 
June 28, 2015

 
 
(13 weeks)
 
(26 weeks)
Net (loss)/income
 
$
(492
)
 
$
16,219

 
$
(14,078
)
 
$
1,798

Other comprehensive income, before tax:
 
 
 
 
 
 
 
 
(Loss)/income on foreign currency translation adjustments
 
(136
)
 
1,907

 
1,506

 
(6,620
)
Pension and postretirement benefits obligation
 
6,551

 
9,142

 
13,103

 
58,480

Other comprehensive income, before tax
 
6,415

 
11,049

 
14,609

 
51,860

Income tax expense
 
2,477

 
4,256

 
5,580

 
20,576

Other comprehensive income, net of tax
 
3,938

 
6,793

 
9,029

 
31,284

Comprehensive income/(loss)
 
3,446

 
23,012

 
(5,049
)
 
33,082

Comprehensive loss attributable to the noncontrolling interest
 
281

 
130

 
5,596

 
289

Comprehensive income attributable to The New York Times Company common stockholders
 
$
3,727

 
$
23,142

 
$
547

 
$
33,371

 See Notes to Condensed Consolidated Financial Statements.

4



THE NEW YORK TIMES COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
 
For the Six Months Ended
 
June 26, 2016

 
June 28, 2015

 
(26 weeks)
Cash flows from operating activities
 
 
 
Net (loss)/income
$
(14,078
)
 
$
1,798

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Restructuring charge
11,855

 

Pension settlement charges

 
40,329

Multiemployer pension plan withdrawal expense
11,701

 
4,697

Depreciation and amortization
30,619

 
30,654

Stock-based compensation expense
5,872

 
4,670

Undistributed loss of joint ventures
42,308

 
928

Long-term retirement benefit obligations
(14,738
)
 
(4,581
)
Uncertain tax positions
121

 
152

Other-net
(3,478
)
 
7,642

Changes in operating assets and liabilities:
 
 
 
Accounts receivable-net
57,223

 
58,081

Other current assets
(19,934
)
 
7,579

Accounts payable, accrued payroll and other liabilities
(78,595
)
 
(87,644
)
Unexpired subscriptions
2,628

 
1,375

Net cash provided by operating activities
31,504

 
65,680

Cash flows from investing activities
 
 
 
Purchases of marketable securities
(34,912
)
 
(393,839
)
Maturities of marketable securities
316,515

 
470,457

Cash distribution from corporate-owned life insurance
38,000

 

Acquisition of digital marketing agency
(12,250
)
 

Purchase of investments – net of proceeds
(1,350
)
 
(3,242
)
Capital expenditures
(14,592
)
 
(14,446
)
Change in restricted cash
521

 
(1,230
)
Other-net
(380
)
 
(270
)
Net cash provided by investing activities
291,552

 
57,430

Cash flows from financing activities
 
 
 
Long-term obligations:
 
 
 
Repayment of debt and capital lease obligations
(322
)
 
(223,659
)
Dividends paid
(12,937
)
 
(13,365
)
Capital shares:
 
 
 
Stock issuances
93

 
102,640

Repurchases
(15,684
)
 
(9,342
)
Net cash used in financing activities
(28,850
)
 
(143,726
)
Net increase in cash and cash equivalents
294,206

 
(20,616
)
Effect of exchange rate changes on cash
80

 
(990
)
Cash and cash equivalents at the beginning of the period
105,776

 
176,607

Cash and cash equivalents at the end of the period
$
400,062

 
$
155,001

 See Notes to Condensed Consolidated Financial Statements.

5


THE NEW YORK TIMES COMPANY
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


NOTE 1. BASIS OF PRESENTATION
In the opinion of management of The New York Times Company (the “Company”), the Condensed Consolidated Financial Statements present fairly the financial position of the Company as of June 26, 2016 and December 27, 2015, and the results of operations and cash flows of the Company for the periods ended June 26, 2016 and June 28, 2015. The Company and its consolidated subsidiaries are referred to collectively as “we,” “us” or “our.” All adjustments necessary for a fair presentation have been included and are of a normal and recurring nature. All significant intercompany accounts and transactions have been eliminated in consolidation. The financial statements were prepared in accordance with the requirements of the Securities and Exchange Commission (“SEC”) for interim reporting. As permitted under those rules, certain notes or other financial information that are normally required by accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted from these interim financial statements. These financial statements, therefore, should be read in conjunction with the Consolidated Financial Statements and related Notes included in our Annual Report on Form 10-K for the year ended December 27, 2015. Due to the seasonal nature of our business, operating results for the interim periods are not necessarily indicative of a full year’s operations. The fiscal periods included herein comprise 13 weeks for the second quarter.
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in our Condensed Consolidated Financial Statements. Actual results could differ from these estimates.
For comparability, certain prior-year amounts have been reclassified to conform with the current period presentation. See Management’s Discussion and Analysis of Results of Operations for additional information regarding reclassified amounts.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
As of June 26, 2016, our significant accounting policies, which are detailed in our Annual Report on Form 10-K for the year ended December 27, 2015, have not changed.
Recent Accounting Pronouncements
In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-09, “Compensation-Stock Compensation,” which provides guidance on accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. This guidance becomes effective for the Company for fiscal years beginning after December 25, 2016. Early application is permitted. Amendments related to the timing of when excess tax benefits are recognized and classified on the statement of cash flows, forfeitures, minimum statutory withholding requirements, and intrinsic value will be applied using a modified retrospective transition method by means of a cumulative-effect adjustment to equity as of the beginning of the period in which the guidance is adopted. Amendments related to the presentation of employee taxes paid on the statement of cash flows when the Company withholds shares to meet the minimum statutory withholding requirement will be applied retrospectively. Amendments requiring recognition of excess tax benefits and tax deficiencies in the income statement and the practical expedient for estimating expected term will be applied prospectively. The Company may elect to apply the amendments related to the presentation of excess tax benefits on the statement of cash flows using either a prospective transition method or a retrospective transition method. We are currently in the process of evaluating the impact of the new stock compensation guidance.
In February 2016, the FASB issued ASU 2016-02, “Leases,” which provides guidance on accounting for leases and disclosure of key information about leasing arrangements. The guidance requires lessees to recognize the following for all operating and finance leases at the commencement date: (1) a lease liability, which is the obligation to make lease payments arising from a lease, measured on a discounted basis and (2) a right-of-use asset representing the lessee’s right to use, or control the use of, the underlying asset for the lease term. A lessee is permitted to make an accounting policy election not to recognize lease assets and lease liabilities for short-term leases with a term of 12 months or less. The guidance does not fundamentally change lessor accounting; however, some changes have been made to align that guidance with the lessee guidance and other areas within GAAP. This guidance becomes effective for the Company for fiscal years beginning after December 30, 2018. Early application is permitted. This guidance will be applied on a modified retrospective basis for leases existing at, or entered into after, the earliest period presented in the financial statements. We are currently in the process of evaluating the impact of the new leasing guidance.
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,

6



“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. This guidance is effective for fiscal years beginning after December 31, 2017, subject to finalization. Early application is permitted. Subsequently, in March 2016, the FASB issued ASU 2016-08, “Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net),” which clarifies the implementation guidance on principal versus agent considerations in ASU 2014-09. The amendments in ASU 2016-08 do not change the core principle of ASU 2014-09. In April 2016, the FASB also issued ASU 2016-10, “Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing,” to reduce the cost and complexity of applying the guidance on identifying promised goods or services when identifying a performance obligation and improve the operability and understandability of the licensing implementation guidance. The amendments in ASU 2016-10 do not change the core principle of ASU 2014-09. In May 2016, the FASB issued ASU 2016-12, “Revenue from Contracts with Customers (Topic 606): Narrow Scope Improvements and Practical Expedients,” to reduce the cost and complexity of applying the guidance to address certain issues on assessing collectibility, presentation of sales taxes, noncash consideration, and completed contracts and contract modifications at transition.The amendments in ASU 2016-12 do not change the core principle of ASU 2014-09. We are currently in the process of evaluating the impact of the new revenue guidance.
The Company considers the applicability and impact of all ASUs. ASUs not specifically identified in our disclosures are either not applicable to the Company or not expected to have a material effect on our financial condition or results of operations.
NOTE 3. MARKETABLE SECURITIES
Our marketable debt securities consisted of the following:
(In thousands)
 
June 26, 2016

 
December 27, 2015

Short-term marketable securities
 
 
 
 
U.S Treasury securities
 
$
85,451

 
$
184,278

Corporate debt securities
 
141,425

 
185,561

U.S. agency securities
 
53,649

 
65,222

Municipal securities
 

 
1,363

Certificates of deposit
 
28,246

 
60,244

Commercial paper
 
18,870

 
10,971

Total short-term marketable securities
 
$
327,641

 
$
507,639

Long-term marketable securities
 
 
 
 
Corporate debt securities
 
$
81,358

 
$
119,784

U.S. agency securities
 
88,538

 
150,583

U.S Treasury securities
 
17,783

 
20,769

Total long-term marketable securities
 
$
187,679

 
$
291,136

As of June 26, 2016, our short-term and long-term marketable securities had remaining maturities of less than 1 month to 12 months and 13 months to 29 months, respectively. See Note 8 for additional information regarding the fair value of our marketable securities.
NOTE 4. GOODWILL
The Company acquired HelloSociety, LLC (“HelloSociety”), a digital marketing agency, for $12.3 million in a cash transaction effective February 29, 2016. Upon acquisition, the Company preliminarily allocated the entire purchase price to intangible assets pending the completion of the valuation of assets acquired and liabilities assumed. During the second quarter of 2016, the Company received the final valuation and adjusted the allocation of the purchase price to recognize the goodwill acquired in the purchase. The remaining intangible assets have been included in “Miscellaneous Assets” in our Condensed Consolidated Balance Sheets.

7


THE NEW YORK TIMES COMPANY
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

The changes in the carrying amount of goodwill, including goodwill purchased as part of the acquisition of HelloSociety, as of June 26, 2016 and December 27, 2015 were as follows:
(In thousands)
 
Total Company
Balance as of December 27, 2015
 
$
109,085

HelloSociety acquisition
 
9,860

Foreign currency translation
 
820

Balance as of June 26, 2016
 
$
119,765

The foreign currency translation line item reflects changes in goodwill resulting from fluctuating exchange rates related to the consolidation of certain international subsidiaries.
NOTE 5. INVESTMENTS
Equity Method Investments
As of June 26, 2016, our investments in joint ventures consisted of equity ownership interests in the following entities:
Company
 
 
 
Approximate %
Ownership
Donohue Malbaie Inc.
 
 
 
49
%
Madison Paper Industries
 
 
 
40
%
Women in the World Media, LLC
 
 
 
30
%
We have investments in Donohue Malbaie Inc. (“Malbaie”), a Canadian newsprint company, Madison Paper Industries (“Madison”), a partnership that operated a supercalendered paper mill in Maine, and Women in the World Media, LLC, a live-event conference business.
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. During the first quarter of 2016, we recognized a $41.4 million loss from joint ventures related to the announced closure of the paper mill operated by Madison. Our proportionate share of the loss was $20.1 million after tax and adjusted for the allocation of the loss to the noncontrolling interest. During the second quarter of 2016, we recognized an additional $2.3 million loss from joint ventures, of which $1.6 million related to certain contract termination costs incurred in connection with the paper mill closure. As a result of these costs, our investment in Madison was decreased to zero and a liability of $31.9 million was recorded in “Accrued expenses and other” in our Condensed Consolidated Balance Sheets. We believe Madison will have sufficient existing assets to sell and recover, including cash, receivables and inventory, and therefore we do not currently expect that we will be required to use significant cash in the wind down of this investment.
We received no distributions from our equity method investments during the three- and six-month periods ended June 26, 2016 and June 28, 2015.
We purchase newsprint from Malbaie, and previously purchased supercalendered paper from Madison, at competitive prices. Such purchases totaled $6.6 million and $6.1 million for the six-month periods ended June 26, 2016 and June 28, 2015, respectively.
Cost Method Investments
The aggregate carrying amounts of cost method investments included in “Miscellaneous assets’’ in our Consolidated Balance Sheets were $13.2 million and $11.9 million for June 26, 2016 and December 27, 2015, respectively.

8


THE NEW YORK TIMES COMPANY
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 6. DEBT OBLIGATIONS
Our current indebtedness includes 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)
 
June 26, 2016

 
December 27, 2015

Senior notes due in December 2016:
 
 
 
 
Principal amount
 
$
189,170

 
$
189,170

Less unamortized discount based on imputed interest rate of 6.625%
 
386

 
793

Total senior notes due in 2016
 
188,784

 
188,377

Option to repurchase ownership interest in headquarters building in 2019:
 
 
 
 
Principal amount
 
250,000

 
250,000

Less unamortized discount based on imputed interest rate of 13.0%
 
11,869

 
13,905

Total option to repurchase ownership interest in headquarters building in 2019
 
238,131

 
236,095

Capital lease obligations
 
6,767

 
6,756

Total debt and capital lease obligations
 
433,682

 
431,228

Less current portion
 
188,784

 
188,377

Total long-term debt and capital lease obligations
 
$
244,898

 
$
242,851

See Note 8 for additional information regarding the fair value of our long-term debt.
“Interest expense, net,” as shown in the accompanying Condensed Consolidated Statements of Operations was as follows:
 
 
For the Quarters Ended
 
For the Six Months Ended
(In thousands)
 
June 26, 2016

 
June 28, 2015

 
June 26, 2016

 
June 28, 2015

Interest expense
 
$
10,020

 
$
9,920

 
$
19,942

 
$
22,089

Amortization of debt costs and discount on debt
 
1,191

 
1,145

 
2,444

 
2,360

Capitalized interest
 
(165
)
 
(106
)
 
(281
)
 
(157
)
Interest income
 
(1,949
)
 
(1,183
)
 
(4,182
)
 
(2,324
)
Total interest expense, net
 
$
9,097

 
$
9,776

 
$
17,923

 
$
21,968

NOTE 7. OTHER
Streamlining of International Print Operations
On April 26, 2016, we informed employees of proposed measures intended to streamline our international print operations and support future growth efforts. These measures include a redesign of our international print newspaper and the relocation of certain editing and production operations currently conducted in Paris to our locations in Hong Kong and New York. As of June 26, 2016, we incurred $11.9 million of total costs related to the measures, including $11.8 million of relocation and severance-related charges and approximately $0.1 million of lease impairment and other contract-related charges. We expect to incur approximately $3 million of additional costs in the second half of 2016 in connection with these measures. See Note 15 for additional information.
Severance Costs
We recognized severance costs, other than those associated with the streamlining of the Company’s international print operations, of $1.7 million and $1.9 million in the second quarter of 2016 and 2015, respectively, and $5.3 million and $3.4 million in the first six months of 2016 and 2015, respectively. These costs are recorded in “Selling, general and administrative costs” in our Condensed Consolidated Statements of Operations.
We had a severance liability of $21.7 million (inclusive of severance liabilities in connection with the streamlining of our international print operations) and $14.9 million included in “Accrued expenses and other” in our Condensed Consolidated Balance Sheets as of June 26, 2016 and December 27, 2015, respectively.

9


THE NEW YORK TIMES COMPANY
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Advertising Expenses
Advertising expenses incurred to promote our consumer and marketing services were $20.1 million and $21.1 million in the second quarter of 2016 and 2015, respectively, and $41.2 million and $42.5 million in the first six months of 2016 and 2015, respectively.
Capitalized Computer Software Costs
Amortization of capitalized computer software costs included in “Depreciation and amortization” in our Condensed Consolidated Statements of Operations was $2.7 million and $3.1 million in the second quarter of 2016 and 2015, respectively, and $5.7 million and $6.0 million in the first six months of 2016 and 2015, respectively.
NOTE 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
The following table summarizes our financial liabilities measured at fair value on a recurring basis as of June 26, 2016 and December 27, 2015:
(In thousands)
 
June 26, 2016
 
December 27, 2015
 
Total
 
Level 1
 
Level 2
 
Level 3
 
Total
 
Level 1
 
Level 2
 
Level 3
Deferred compensation
 
$
29,569

 
$
29,569

 
$

 
$

 
$
35,578

 
$
35,578

 
$

 
$

The deferred compensation liability, included in “Other liabilities—Other” in our Condensed 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. Participation in the DEC was frozen effective December 31, 2015.
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 June 26, 2016 and December 27, 2015, 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 $238 million as of June 26, 2016 and $236 million as of December 27, 2015. The fair value of our long-term debt was $312 million and $316 million as of June 26, 2016 and December 27, 2015, respectively. 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).

10


THE NEW YORK TIMES COMPANY
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 9. PENSION AND OTHER POSTRETIREMENT BENEFITS
Pension
Single-Employer Plans
We sponsor several single-employer defined benefit pension plans, the majority of which have been frozen. We also participate in two joint Company and Guild-sponsored defined benefit pension 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 by a successor plan, The Guild-Times Adjustable Pension Plan.
The components of net periodic pension cost were as follows:
 
 
For the Quarters Ended
 
 
June 26, 2016
 
June 28, 2015
(In thousands)
 
Qualified
Plans
 
Non-
Qualified
Plans
 
All
Plans
 
Qualified
Plans
 
Non-
Qualified
Plans
 
All
Plans
Service cost
 
$
2,248

 
$

 
$
2,248

 
$
2,987

 
$

 
$
2,987

Interest cost
 
16,573

 
2,034

 
18,607

 
18,514

 
2,502

 
21,016

Expected return on plan assets
 
(27,789
)
 

 
(27,789
)
 
(28,832
)
 

 
(28,832
)
Amortization of actuarial loss
 
7,068

 
1,053

 
8,121

 
9,479

 
1,270

 
10,749

Amortization of prior service credit
 
(486
)
 

 
(486
)
 
(486
)
 

 
(486
)
Net periodic pension (income)/cost
 
$
(2,386
)
 
$
3,087

 
$
701

 
$
1,662

 
$
3,772

 
$
5,434

 
 
For the Six Months Ended
 
 
June 26, 2016
 
June 28, 2015
(In thousands)
 
Qualified
Plans
 
Non-
Qualified
Plans
 
All
Plans
 
Qualified
Plans
 
Non-
Qualified
Plans
 
All
Plans
Service cost
 
$
4,495

 
$

 
$
4,495

 
$
5,975

 
$

 
$
5,975

Interest cost
 
33,147

 
4,068

 
37,215

 
37,452

 
5,004

 
42,456

Expected return on plan assets
 
(55,579
)
 

 
(55,579
)
 
(57,607
)
 

 
(57,607
)
Amortization of actuarial loss
 
14,137

 
2,106

 
16,243

 
18,876

 
2,540

 
21,416

Amortization of prior service credit
 
(972
)
 

 
(972
)
 
(972
)
 

 
(972
)
Effect of settlement
 

 

 

 
40,329

 

 
40,329

Net periodic pension (income)/cost
 
$
(4,772
)
 
$
6,174

 
$
1,402

 
$
44,053

 
$
7,544

 
$
51,597

During the first six months of 2016 and 2015, we made pension contributions of $3.9 million and $3.2 million, respectively, to certain qualified pension plans. We expect to make total contributions of $7.6 million in 2016 to satisfy funding requirements.
In the first quarter of 2016, we changed the methodology used to calculate the service and interest components of net periodic benefit cost for retirement 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. Beginning in the first quarter of 2016, we 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. 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.
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.

11


THE NEW YORK TIMES COMPANY
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Multiemployer Plans
During the second quarter of 2016 and the first quarter of 2015 we recorded charges of $11.7 million and $4.7 million, respectively, related to partial withdrawal obligations under multiemployer pension plans. The $11.7 million charge followed an unfavorable arbitration decision in the second quarter of 2016. See Note 14 for additional information with respect to the arbitration.
Other Postretirement Benefits
The components of net periodic postretirement benefit income were as follows:
 
 
For the Quarters Ended
 
For the Six Months Ended
(In thousands)
 
June 26, 2016

 
June 28, 2015

 
June 26, 2016

 
June 28, 2015

Service cost
 
$
104

 
$
147

 
$
208

 
$
294

Interest cost
 
495

 
689

 
990

 
1,377

Amortization of actuarial loss
 
1,026

 
1,303

 
2,052

 
2,606

Amortization of prior service credit
 
(2,110
)
 
(2,475
)
 
(4,220
)
 
(4,950
)
Net periodic postretirement benefit income
 
$
(485
)
 
$
(336
)
 
$
(970
)
 
$
(673
)
NOTE 10. INCOME TAXES
The Company had income tax expense of $0.1 million in the second quarter of 2016 and an income tax benefit of $9.1 million in the first six months of 2016. The Company had income tax expense of $11.7 million and $2.3 million in the second quarter and first six months of 2015, respectively. The income tax benefit in the first six months of 2016 was due to the $23.2 million loss from continuing operations before taxes for that period.
NOTE 11. EARNINGS/(LOSS) PER SHARE
We compute earnings/(loss) per share using a two-class method, an earnings allocation method used 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.
Earnings/(loss) per share is computed using both basic shares 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 decrease in our basic shares is primarily due to 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 excluded from the computation of diluted earnings per share because they were anti-dilutive was approximately 6 million in the second quarter and first six months of 2016 and approximately 5 million in the second quarter and first six months of 2015.

12


THE NEW YORK TIMES COMPANY
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 12. SUPPLEMENTAL STOCKHOLDERS’ EQUITY INFORMATION
Stockholders’ equity is summarized as follows:
(In thousands)
 
Total New York Times Company Stockholders’ Equity
 
Noncontrolling Interest
 
Total Stockholders’ Equity
Balance as of December 27, 2015
 
$
826,751

 
$
1,704

 
$
828,455

Net loss
 
(8,482
)
 
(5,596
)
 
(14,078
)
Other comprehensive income, net of tax
 
9,029

 

 
9,029

Effect of issuance of shares
 
(9,194
)
 

 
(9,194
)
Share repurchases
 
(15,056
)
 

 
(15,056
)
Dividends declared
 
(6,445
)
 

 
(6,445
)
Stock-based compensation
 
6,440

 

 
6,440

Balance as of June 26, 2016
 
$
803,043

 
$
(3,892
)
 
$
799,151

(In thousands)
 
Total New York Times Company Stockholders’ Equity
 
Noncontrolling Interest
 
Total Stockholders’ Equity
Balance as of December 28, 2014
 
$
726,328

 
$
2,021

 
$
728,349

Net income/(loss)
 
2,138

 
(340
)
 
1,798

Other comprehensive income, net of tax
 
31,233

 
51

 
31,284

Effect of issuance of shares
 
100,589

 

 
100,589

Share repurchases
 
(9,342
)
 

 
(9,342
)
Dividends declared
 
(13,375
)
 

 
(13,375
)
Stock-based compensation
 
4,567

 

 
4,567

Balance as of June 28, 2015
 
$
842,138

 
$
1,732

 
$
843,870

In January 2009, pursuant to a securities purchase agreement, we issued warrants to affiliates of Carlos Slim Helú, then the beneficial owner of approximately 8% of our Class A Common Stock (excluding the warrants), to purchase 15.9 million shares of our Class A Common Stock at a price of $6.3572 per share. On January 14, 2015, the warrant holders exercised these warrants in full and the Company received cash proceeds of $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 of warrants. As of June 26, 2016, the Company had repurchased 6,690,905 Class A shares under this authorization for a cost of $84.9 million (excluding commissions) and $16.2 million remained. Our Board of Directors has authorized us to purchase shares under this authorization from time to time as market conditions permit. There is no expiration date with respect to this authorization.

13


THE NEW YORK TIMES COMPANY
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

The following table summarizes the changes in AOCI by component as of June 26, 2016:
(In thousands)
 
Foreign Currency Translation Adjustments
 
Funded Status of Benefit Plans
 
Total Accumulated Other Comprehensive Loss
Balance as of December 27, 2015
 
$
17

 
$
(509,111
)
 
$
(509,094
)
Other comprehensive income before reclassifications, before tax(1)
 
1,506

 

 
1,506

Amounts reclassified from accumulated other comprehensive loss, before tax(1)
 

 
13,103

 
13,103

Income tax expense(1)
 
366

 
5,214

 
5,580

Net current-period other comprehensive income, net of tax
 
1,140

 
7,889

 
9,029

Balance as of June 26, 2016
 
$
1,157

 
$
(501,222
)
 
$
(500,065
)
(1) 
All amounts are shown net of noncontrolling interest.
The following table summarizes the reclassifications from AOCI for the six months ended June 26, 2016:
(In thousands)
 
 
 
 
Detail about accumulated other comprehensive loss components
 
 Amounts reclassified from accumulated other comprehensive loss
 
Affect line item in the statement where net income is presented
Funded status of benefit plans:
 
 
 
 
Amortization of prior service credit(1)
 
$
(5,192
)
 
Selling, general & administrative costs
Amortization of actuarial loss(1)
 
18,295

 
Selling, general & administrative costs
Total reclassification, before tax(2)
 
13,103

 
 
Income tax expense
 
5,214

 
Income tax (benefit)/expense
Total reclassification, net of tax
 
$
7,889

 
 
(1) 
These accumulated other comprehensive income components are included in the computation of net periodic benefit cost for pension and other retirement benefits. See Note 9 for additional information.
(2) 
There were no reclassifications relating to noncontrolling interest for the quarter ended June 26, 2016.
NOTE 13. SEGMENT INFORMATION
We have one reportable segment that includes The New York Times, International New York Times, NYTimes.com, international.nytimes.com and related businesses. Therefore, all required segment information can be found in the Condensed 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 and e-commerce.
NOTE 14. CONTINGENT LIABILITIES
Restricted Cash
We were required to maintain $28.2 million of restricted cash as of June 26, 2016 and $28.7 million as of December 27, 2015, the majority of which is set aside to collateralize workers’ compensation obligations.
Newspaper and Mail Deliverers–Publishers’ Pension Fund
In September 2013, the Newspaper and Mail Deliverers-Publishers’ Pension Fund (the “NMDU Fund”) assessed a partial withdrawal liability against the Company in the amount of approximately $26 million for the plan years ending May 31, 2012 and 2013 (the “Initial Assessment”), an amount that was increased to approximately $34 million in December 2014, when the NMDU Fund issued a revised partial withdrawal liability assessment for the plan year ending May 31, 2013 (the “Revised Assessment”). The NMDU Fund claimed that when City & Suburban Delivery Systems, Inc., a retail and newsstand distribution subsidiary of the Company and the largest contributor to the NMDU 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 disagreed with both the NMDU Fund’s determination that a partial withdrawal occurred and the methodology by which it calculated the withdrawal

14


THE NEW YORK TIMES COMPANY
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

liability, and the parties engaged in arbitration proceedings to resolve the matter.
On June 14, 2016, the arbitrator issued an interim award and opinion that supported the NMDU Fund’s determination that a partial withdrawal had occurred in each of the two plan years. The arbitrator agreed with the methodology by which the NMDU Fund calculated the Initial Assessment, but concluded that the NMDU Fund’s calculation of the Revised Assessment was overstated by $7.5 million.
The Company expects to appeal the arbitrator’s decision following the issuance of the final award and opinion. As a result of the interim decision, the Company established a liability of $11.3 million in the second quarter of 2016. Management believes it is reasonably possible that the total loss in this matter could exceed the liability established by a range of zero to approximately $10 million.
As required by the Employee Retirement Income Security Act of 1974, the Company has been making the quarterly payments to the NMDU Fund set forth in the demand letters. As of June 26, 2016, we have paid $15.1 million since the receipt of the initial demand letter (of which $9.9 million related to the Initial Assessment and $5.2 million related to the Revised Assessment), including $3.5 million in 2016. Subsequent to that date, the NMDU Fund returned $5.0 million principal and interest to the Company in recognition of the arbitrator’s finding that the Revised Assessment was overstated. The $5.0 million reimbursement will be recorded in the third quarter of 2016 as that is when the gain associated with the Revised Assessment was realized. The Company will continue to make required payments during the pendency of the appeal.
Worcester Telegram & Gazette Corporation
The Company is involved in class action litigation brought on behalf of individuals who, from 2006 to 2011, delivered newspapers at the Worcester Telegram & Gazette Corporation ​(“Worcester”), a subsidiary of the Company.  The plaintiffs are asserting several claims against Worcester, including a challenge to their classification as independent contractors, and seek unspecified damages. In April 2016, the parties engaged in an unsuccessful mediation process to resolve the litigation. ​The Company believes that the claims made by the plaintiffs are without merit and continues to vigorously defend its position. The Company is unable to estimate a loss or range of possible losses at this time.
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.
NOTE 15. SUBSEQUENT EVENTS
On June 28, 2016, our Board of Directors approved a dividend of $0.04 per share on our Class A and Class B common stock that was paid on July 28, 2016, to all stockholders of record as of the close of business on July 13, 2016. Our Board of Directors will continue to evaluate the appropriate dividend level on an ongoing basis in light of our earnings, capital requirements, financial condition, restrictions in any existing indebtedness and other relevant factors.
On July 4, 2016, the Company reached an agreement with the employee works council in Paris (which was subsequently approved by the labor department) regarding proposed measures to streamline the Company’s international print operations. As of June 26, 2016, the Company incurred $11.9 million of total costs related to the proposed measures. As a result of this agreement, we expect to incur approximately $3 million of additional costs in the second half of 2016 in connection with these measures.
On July 13, 2016, the Company received $5.0 million from the NMDU Fund in connection with an ongoing arbitration matter. See Note 14 for additional information.
The Company offered a voluntary buyout program to certain employees, which extended until July 15, 2016. Based on the number of employees who accepted the offer, the Company expects to incur severance costs of approximately $11 million in the third quarter of 2016 in connection with the program.



15



Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
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 primarily consist of revenues from news services/syndication, digital archives, rental income, our NYT Live business and e-commerce. Our main operating costs are employee-related costs.
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 measures, see “Results of Operations—Non-GAAP Financial Measures.”
Financial Highlights
For the second quarter of 2016, diluted loss per share from continuing operations was $0.00, compared with diluted earnings per share of $0.10 for the second quarter of 2015. 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 $0.11 and $0.13 for the second quarters of 2016 and 2015, respectively.
The Company had an operating profit of $9.1 million in the second quarter of 2016, compared with $38.1 million for the second quarter of 2015. The decline was driven by costs incurred in connection with measures to streamline the Company’s international print operations, a charge for a partial withdrawal obligation under a multiemployer pension plan and lower advertising revenues. Operating profit before depreciation, amortization, severance, non-operating retirement costs and special items discussed below (or “adjusted operating profit,” a non-GAAP measure) was $54.5 million and $64.4 million for the second quarters of 2016 and 2015, respectively.
Total revenues decreased 2.7% to $372.6 million in the second quarter of 2016 from $382.9 million in the second quarter of 2015.
Circulation revenues increased 3.0% in the second quarter of 2016 compared with the second quarter of 2015, as digital subscription growth and a print home-delivery price increase for The New York Times newspaper more than offset a decline in the number of print copies sold. Circulation revenues from our digital-only subscriptions (which includes news product and Crossword product subscriptions), e-readers and replica editions increased 15.3% to $56.4 million in the second quarter of 2016 compared with the second quarter of 2015. Circulation revenue from digital-only subscriptions to our news products increased 14.0 percent to $54.1 million.
Paid digital-only subscriptions totaled approximately 1,424,000 as of the end of the second quarter of 2016, a 25% increase compared to the end of the second quarter of 2015. Paid digital-only subscriptions to our news products totaled approximately 1,212,000, a 22% increase compared to the end of the second quarter of 2015.
Advertising revenues remained under pressure during the second quarter of 2016. Total advertising revenues decreased 11.7% in the second quarter of 2016 compared with the second quarter of 2015, reflecting a 14.1% decrease in print advertising revenues and a 6.8% decrease in digital advertising revenues. The decrease in print advertising revenues resulted primarily from a continued decline in display advertising. The decrease in digital advertising revenues primarily reflected a continued decline in traditional website display advertising, partially offset by increases in revenue from our mobile platform, our programmatic buying channels and branded content.
Compared with the second quarter of 2015, other revenues increased 4.0% in the second quarter of 2016, driven primarily by increased revenues from the Company’s NYT Live business.
Operating costs decreased slightly in the second quarter of 2016 to $339.9 million from $344.8 million in the second quarter of 2015, largely due to lower non-operating retirement costs. Operating costs before depreciation, amortization, severance and non-operating retirement costs (or “adjusted operating costs,” a non-GAAP measure) were flat in the second quarter of 2016 at $318.2 million compared with $318.5 million in the second quarter of 2015.

16



Non-operating retirement costs decreased to $5.0 million during the second quarter of 2016 compared with $8.7 million in the second quarter of 2015, driven by a change in the methodology of calculating the discount rate applied to retirement costs.
As previously disclosed, in April 2016, we informed employees of proposed measures intended to streamline our international print operations and support future growth efforts. These measures include a redesign of our international print newspaper and the relocation of certain editing and production operations currently conducted in Paris to our locations in Hong Kong and New York. During the second quarter of 2016, we incurred $11.9 million of total costs (primarily consisting of severance costs) related to the measures. On July 4, 2016, the Company reached an agreement with the employee works council in Paris (which was subsequently approved by the labor department) regarding these measures and as a result, we expect to incur approximately $3 million of additional costs in the second half of 2016.
During the second quarter of 2016, the Company also recorded an $11.7 million charge in connection with an unfavorable arbitration decision. See Note 14 of the Notes to the Condensed Consolidated Financial Statements for additional information.

17



RESULTS OF OPERATIONS
The following table presents our consolidated financial results:
 
 
For the Quarters Ended
 
 
 
For the Six Months Ended
 
 
(In thousands)
 
June 26, 2016

 
June 28, 2015

 
% Change

 
June 26, 2016

 
June 28, 2015

 
% Change

Revenues
 
 
 
 
 

 
 
 
 
 
 
Circulation
 
$
219,480

 
$
213,128

 
3.0
 %
 
437,474

 
425,921

 
2.7
 %
Advertising
 
131,155

 
148,599

 
(11.7
)%
 
270,835

 
298,507

 
(9.3
)%
Other
 
21,995

 
21,159

 
4.0
 %
 
43,836

 
42,697

 
2.7
 %
Total revenues
 
372,630

 
382,886

 
(2.7
)%
 
752,145

 
767,125

 
(2.0
)%
Operating costs
 
 
 
 
 
 
 
 
 
 
 
 
Production costs:
 
 
 
 
 

 
 
 
 
 
 
Wages and benefits
 
90,630

 
89,030

 
1.8
 %
 
183,101

 
179,668

 
1.9
 %
Raw materials
 
17,012

 
18,348

 
(7.3
)%
 
34,887

 
38,625

 
(9.7
)%
Other
 
45,075

 
45,395

 
(0.7
)%
 
92,591

 
91,116

 
1.6
 %
Total production costs
 
152,717

 
152,773

 
 %
 
310,579

 
309,409

 
0.4
 %
Selling, general and administrative costs
 
172,069

 
176,252

 
(2.4
)%
 
350,315

 
355,049

 
(1.3
)%
Depreciation and amortization
 
15,147

 
15,810

 
(4.2
)%
 
30,619

 
30,654

 
(0.1
)%
Total operating costs
 
339,933

 
344,835

 
(1.4
)%
 
691,513

 
695,112

 
(0.5
)%
Restructuring charge
 
11,855

 

 
*

 
11,855

 

 
*

Multiemployer pension plan withdrawal expense
 
11,701

 

 
*

 
11,701

 
4,697

 
*

Pension settlement charges
 

 

 
 %
 

 
40,329

 
*

Operating profit
 
9,141

 
38,051

 
(76.0
)%
 
37,076

 
26,987

 
37.4
 %
Loss from joint ventures
 
(412
)
 
(356
)
 
15.7
 %
 
(42,308
)
 
(928
)
 
*

Interest expense, net
 
9,097

 
9,776

 
(6.9
)%
 
17,923

 
21,968

 
(18.4
)%
(Loss)/ income from continuing operations before income taxes
 
(368
)
 
27,919

 
*

 
(23,155
)
 
4,091

 
*

Income tax expense/(benefit)
 
124

 
11,700

 
(98.9
)%
 
(9,077
)
 
2,293

 
*

Net (loss)/ income
 
(492
)
 
16,219

 
*

 
(14,078
)
 
1,798

 
*

Net loss attributable to the noncontrolling interest
 
281

 
181

 
55.2
 %
 
5,596

 
340

 
*

Net (loss)/ income attributable to The New York Times Company common stockholders
 
$
(211
)
 
$
16,400

 
*

 
(8,482
)
 
2,138

 
*

* Represents a change equal to or in excess of 100% or not meaningful.

18



Revenues
Circulation Revenues
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. All print home-delivery subscribers receive unlimited digital access.
In the first quarter of 2016, the Company reclassified the subscription revenue from its Crossword product, including prior period information, into circulation revenues from other revenues. The following tables summarize 2016 and 2015 digital-only subscription revenues reflecting this reclassification:
 
 
For the Quarter Ended
 
For the Six Months Ended
(In thousands)
 
June 26, 2016
 
% Change vs. 2015
 
June 26, 2016
 
% Change vs. 2015
Digital-only subscription revenues:
 
 
 
 
 
 
 
 
   Digital-only news product subscription revenues
 
$
54,126

 
14.0
%
 
$
106,201

 
13.5
%
   Digital Crossword product subscription revenues
 
2,272

 
54.6
%
 
4,370

 
56.5
%
Total digital-only subscription revenues
 
$
56,398

 
15.3
%
 
$
110,571

 
14.7
%
 
 
For the Quarters Ended
 
For the Year Ended
(In thousands)
 
March 29, 2015

 
June 28, 2015

 
September 27, 2015

 
December 27, 2015

 
December 27, 2015

Digital-only subscription revenues:
 
 
 


 
 
 
 
 
 
   Digital-only news product subscription revenues
 
$
46,127

 
$
47,465

 
$
48,656

 
$
50,409

 
$
192,657

   Digital Crossword product subscription revenues
 
1,323

 
1,470

 
1,630

 
1,863

 
6,286

Total digital-only subscription revenues
 
$
47,450

 
$
48,935

 
$
50,286

 
$
52,272

 
$
198,943

Consistent with this reclassification, the Company also adjusted the number of digital-only subscriptions to include Crossword product subscriptions. The following tables summarize 2016 and 2015 digital-only subscriptions:
 
 
2016
(In thousands)
 
June 26, 2016
 
% Change vs. 2015

Digital-only subscriptions:
 
 
 
 
Digital-only news product subscriptions
 
1,212

 
22.4
%
Digital Crossword product subscriptions
 
212

 
46.2
%
Total digital-only subscriptions
 
1,424

 
25.5
%
 
 
2015
(In thousands)
 
March 29, 2015

 
June 28, 2015

 
September 27, 2015

 
December 27, 2015

Digital-only subscriptions:
 
 
 
 
 
 
 
 
Digital-only news product subscriptions
 
957

 
990

 
1,041

 
1,094

Digital Crossword product subscriptions
 
142

 
145

 
159

 
176

Total digital-only subscriptions
 
1,099

 
1,135

 
1,200

 
1,270

Circulation revenues increased 3.0% in the second quarter and 2.7% in the first six months of 2016 compared with the same prior-year periods, primarily due to growth in our digital subscription base and an increase in print home-delivery prices for The New York Times newspaper, offset by a reduction in the number of print copies sold. Revenues from our digital-only subscriptions (including e-readers and replica editions) were $56.4 million in the second quarter of 2016 and $110.6 million in the first six months of 2016, an increase of 15.3% and 14.7% from the second quarter and first six months of 2015, respectively.

19



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, among other things, our branded content studio; revenue from preprinted advertising, also known as free-standing inserts and revenue generated from branded bags in which our newspapers are delivered.
Advertising revenues (print and digital) by category were as follows:
 
 
 
 
For the Quarters Ended
 
 
(In thousands)
 
 
 
 
 
June 26, 2016

 
June 28, 2015

 
% Change

Display
 
 
 
 
 
$
116,446

 
$
135,505

 
(14.1
)%
Classified
 
 
 
 
 
7,788

 
8,296

 
(6.1
)%
Other
 
 
 
 
 
6,921

 
4,798

 
44.2
 %
Total
 
 
 
 
 
$
131,155

 
$
148,599

 
(11.7
)%
 
 
 
 
For the Six Months Ended
 
 
(In thousands)
 
 
 
 
 
June 26, 2016

 
June 28, 2015

 
% Change

Display
 
 
 
 
 
$
242,467

 
$
271,938

 
(10.8
)%
Classified
 
 
 
 
 
15,952

 
17,620

 
(9.5
)%
Other
 
 
 
 
 
12,416

 
8,949

 
38.7
 %
Total
 
 
 
 
 
$
270,835

 
$
298,507

 
(9.3
)%
Below is a percentage breakdown of advertising revenues (print and digital) for the first six months of 2016 and 2015:
 
 
Display
 
Classified
 
Other
 
Total
2016
 
89
%
 
6
%
 
5
%
 
100
%
2015
 
91
%
 
6
%
 
3
%
 
100
%
Print advertising revenues, which represented 65.7% of total advertising revenues for the second quarter of 2016 and 67.9% of total advertising revenues for the first six months of 2016, declined 14.1% and 11.5% in the second quarter and first six months of 2016, respectively, compared with the same prior-year periods. The decline in both periods was primarily due to a continued decline in display advertising, primarily in the luxury goods, entertainment and retail categories.
Digital advertising revenues, which represented 34.3% of total advertising revenues for the second quarter of 2016 and 32.1% of total advertising revenues for the first six months of 2016, declined 6.8% and 4.2% in the second quarter and first six months of 2016, respectively, compared with the same prior-year periods. The decline in both periods was primarily due to a decrease in traditional website display advertising, partially offset by increases in revenue from our mobile platform, our programmatic buying channels and branded content.
Other Revenues
Other revenues increased 4.0% in the second quarter of 2016 and 2.7% in the first six months of 2016, compared with the same prior-year periods, primarily due to revenues from our NYT Live business.

20



Operating Costs
Operating costs were as follows:
 
 
For the Quarters Ended
 
 
 
For the Six Months Ended
 
 
(In thousands)
 
June 26, 2016

 
June 28, 2015

 
% Change

 
June 26, 2016

 
June 28, 2015

 
% Change

Production costs:
 
 
 
 
 
 
 
 
 
 
 
 
Wages and benefits
 
90,630

 
89,030

 
1.8
 %
 
183,101

 
179,668

 
1.9
 %
Raw materials
 
17,012

 
18,348

 
(7.3
)%
 
34,887

 
38,625

 
(9.7
)%
Other
 
45,075

 
45,395

 
(0.7
)%
 
92,591

 
91,116

 
1.6
 %
        Total production costs
 
152,717

 
152,773

 
 %
 
310,579

 
309,409

 
0.4
 %
Selling, general and administrative costs
 
172,069

 
176,252

 
(2.4
)%
 
350,315

 
355,049

 
(1.3
)%
Depreciation and amortization
 
15,147

 
15,810

 
(4.2
)%
 
30,619

 
30,654

 
(0.1
)%
Total operating costs
 
$
339,933

 
$
344,835

 
(1.4
)%
 
$
691,513

 
$
695,112

 
(0.5
)%
Production Costs
Total production costs were flat in the second quarter of 2016 compared with the second quarter of 2015, as an increase in wages and benefits ($1.6 million) was offset by a decrease in raw materials expense ($1.3 million). Raw materials expense decreased as a result of an 8.8% decline in newsprint expense in the second quarter of 2016 compared with the second quarter of 2015, with 6.2% from lower consumption and 2.6% from lower pricing. The decline was also impacted by a 4.4% decrease in magazine paper expense in the second quarter of 2016 compared with the second quarter of 2015, with 4.0% from lower pricing and 0.4% from lower consumption.
Total production costs increased slightly in the first six months of 2016 compared with the first six months of 2015, primarily due to an increase in wages and benefits expenses ($3.4 million) and other expenses ($1.5 million), partially offset by a decrease in raw materials expense ($3.7 million). Wages and benefits expenses increased as a result of increased headcount to support our growth initiatives. Other expenses increased primarily as a result of higher outside service costs. Raw materials expense decreased as a result of a 13.0% decline in newsprint expense in the first six months of 2016 compared with the first six months of 2015, with 5.2% from lower consumption and 7.8% from lower pricing. The decline was also impacted by a 0.4% decrease in magazine paper expense in the first six months of 2016 compared with the first six months of 2015, with 1.3% from lower pricing offset by 0.9% from higher consumption.
Selling, General and Administrative Costs
Selling, general and administrative costs decreased in the second quarter of 2016 compared with the second quarter of 2015, primarily due to a decrease in non-operating retirement costs ($3.7 million), distribution costs ($1.4 million) and promotion and marketing costs ($1.4 million), partially offset by higher compensation costs ($3.6 million). Distribution costs decreased primarily as a result of fewer print copies produced and transportation efficiencies. Promotion and marketing costs decreased primarily as a result of lower spending on direct mail and events marketing. Compensation costs increased primarily as a result of increased hiring to support growth initiatives.
Selling, general and administrative costs decreased in the first six months of 2016 compared with the first six months of 2015 primarily due to a decrease in non-operating retirement costs ($8.0 million), distribution costs ($3.0 million), promotion and marketing costs ($2.0 million), outside service costs ($1.0 million) and other expenses (approximately $4 million), offset by an increase in severance costs ($1.9 million) and compensation costs ($10.5 million). Distribution costs decreased primarily as a result of fewer print copies produced and transportation efficiencies. Promotion and marketing costs decreased primarily as a result of lower spending on direct mail and events marketing. Compensation costs increased primarily as a result of increased hiring to support growth initiatives.
Depreciation and Amortization
Depreciation and amortization costs decreased in the second quarter and first six months of 2016 compared with the second quarter and first six months of 2015 primarily as a result of accelerated depreciation during the second quarter and first six months of 2015 for international assets.

21



Other Items
See Note 7 of the Notes to the Condensed Consolidated Financial Statements for additional information regarding other items.
NON-OPERATING ITEMS
Joint Ventures
See Note 5 of the Notes to the Condensed Consolidated Financial Statements for information regarding our joint venture investments.
Interest Expense, Net
See Note 6 of the Notes to the Condensed Consolidated Financial Statements for information regarding interest expense.
Income Taxes
See Note 10 of the Notes to the Condensed Consolidated Financial Statements for information regarding income taxes.
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 2016 consisted of an $11.9 million ($7.1 million after tax or $.04 per share) charge in connection with the streamlining of the Company’s international print operations (primarily consisting of severance costs), an $11.7 million ($7.0 million after tax or $.04 per share) charge for a partial withdrawal obligation under a multiemployer pension plan following an unfavorable arbitration decision, each in the second quarter, and a $41.4 million ($20.1 million after tax and net of the noncontrolling interest) loss from joint ventures in the first quarter related to the announced closure of a paper mill operated by Madison Paper Industries, in which the Company has an investment through a subsidiary.
The special items in 2015 consisted of a $40.3 million pension settlement charge ($24.0 million after tax) in connection with a lump-sum payment offer made to certain former employees who participated in certain qualified pension plans and a $4.7 million charge ($2.8 million after tax) for a partial withdrawal obligation under a multiemployer pension plan, each in the first quarter.
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.
Management considers special items, which may include impairment charges, pension settlement charges and other items that arise from time to time, to be outside the ordinary course of our operations. Management believes that excluding these items provides a better understanding of the underlying trends in the Company’s operating performance and allows more accurate comparisons of the Company’s operating results to historical performance. In addition, management excludes severance costs, which may fluctuate significantly from quarter to quarter, because it believes these costs do not necessarily

22



reflect expected future operating costs and do not contribute to a meaningful comparison of the Company’s operating results to historical performance.
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
all expenses associated with multiemployer pension plan withdrawal obligations, not otherwise included as special items.
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 operating costs of providing pension and retiree medical benefits to our employees. 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, will provide 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.
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)
 
 
 
 
 
 
 
 
 
 
 
For the Quarters Ended
 
 
 
For the Six Months Ended
 
 
 
 
June 26, 2016

 
June 28, 2015

 
% Change
 
June 26, 2016

 
June 28, 2015

 
% Change
Diluted loss per share from continuing operations
 
$
(0.00
)
 
$
0.10

 
*

 
$
(0.05
)
 
$
0.01

 
*

Add:
 
 
 
 
 
 
 
 
 
 
 
 
Severance
 
0.01

 
0.01

 
*

 
0.03

 
0.02

 
*

Non-operating retirement costs
 
0.03

 
0.05

 
(40.0
)%
 
0.06

 
0.10

 
(40.0
)%
Special items:
 
 
 
 
 
 
 
 
 
 
 
 
Restructuring charge
 
0.07

 

 
*

 
0.07

 

 
*

Multiemployer pension plan withdrawal expense
 
0.07