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 30, 201229, 2013 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, N.Y.  10018
(Address of principal executive offices)  (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  Name of each exchange on which registered
Class A Common Stock of $.10 par value  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 þ 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 þ
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 þ 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 þ 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. þ
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          
þ  
Accelerated filer¨
 
Non-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 þ
The aggregate worldwide market value of Class A Common Stock held by non-affiliates, based on the closing price on June 22, 2012,28, 2013, the last business day of the registrant’s most recently completed second quarter, as reported on the New York Stock Exchange, was approximately $961 million.$1.5 billion. As of such date, non-affiliates held 72,47767,398 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 22, 201321, 2014 (exclusive of treasury shares), was as follows: 147,946,704149,344,059 shares of Class A Common Stock and 818,385816,841 shares of Class B Common Stock.
Documents incorporated by reference
Portions of the Proxy Statement relating to the registrant’s 20132014 Annual Meeting of Stockholders, to be held on May 1, 2013April 30, 2014, are incorporated by reference into Part III of this report.


Table of Contents

INDEX TO THE NEW NEW��YORK TIMES COMPANY 20122013 ANNUAL REPORT ON FORM 10-K
 ITEM NO.   ITEM NO.  
      
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
  
  
      
    
    
    
    
    
    
    
    
      
    
    
    
    
    
      






      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
INTRODUCTIONOVERVIEW
The New York Times Company (the “Company”) was incorporated on August 26, 1896, under the laws of the State of New York. The Company is a leading global, multimedia news and information company that currently includes newspapers, digital businesses, investments in paper mills and other investments. The Company and its consolidated subsidiaries are referred to collectively in this Annual Report on Form 10-K as “we,” “our” and “us.”
We had previously classified our businesses into two reportable segments, the News Media Groupare a global media organization focused on creating, collecting and the About Group. As a result of the sale of the About Group, described below,distributing high-quality news and effective for the quarter ended September 23, 2012, we have one reportable segment.
We currently have two divisions:
information. Our continued commitment to premium content and journalistic excellence makes The New York Times Media Group, whichbrand a trusted source of news and information for readers across various media. Recognized widely for the quality of our reporting and content, our properties have been awarded many industry and peer accolades, including over 110 Pulitzer Prizes.
Our company includes newspapers, digital businesses and investments in paper mills. We currently have one reportable segment with businesses that include:
The New York Times (“The Times”),;
the International New York Times;
our websites, NYTimes.com and international.nytimes.com; and
related businesses, such as The Times news services division, digital archive distribution, our conference business and other products and services under The Times brand.
We generate revenues principally from circulation and advertising. Circulation and advertising revenue information for our 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.
The Times’s award-winning content is available in print, online and through other digital 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.
The International New York Times is the international edition of The Times, tailored and edited for global audiences. The International New York Times succeeds the International Herald Tribune, (the “IHT”), NYTimes.coma leading daily newspaper that commenced publishing in Paris in 1887, and related businesses;that we rebranded as the International New York Times in the fourth


THE NEW YORK TIMES COMPANY – P. 1


quarter of 2013 to create a single global media brand. Its content is also available at the international.nytimes.com website.
On October 24, 2013, we completed the sale of substantially all of the assets and
operating liabilities of the New England Media Group, which includesconsisting of The Boston Globe (the “Globe”), BostonGlobe.com, Boston.com, the Worcester Telegram & Gazette (the “T&G”), Telegram.com and related businesses.
In February 2013,properties, for approximately $70 million in cash, subject to customary adjustments. As part of that transaction, we announced that we have retained a strategic adviser in connection with a sale of the New England Media Group andalso sold our 49% equity interest in Metro Boston, (“Metro Boston”), which publishes a free daily newspaper in the greater Boston area.
On September 24, 2012, we completed the sale of the About Group, consisting of About.com, ConsumerSearch.com, CalorieCount.com and related businesses, to IAC/InterActiveCorp for $300.0 million in cash, plus a net working capital adjustment of approximately $17 million.
On January 6, 2012, we completed the sale of the Regional Media Group, consisting of 16 regional newspapers, other print publications and related businesses in Alabama, California, Florida, Louisiana, North Carolina and South Carolina, to Halifax Media Holdings LLC for approximately $140 million in cash.
Results of operations for each of the About Group and the Regional Media Group, which previously was a division of the NewsNew England Media Group have been treated as discontinued operations infor all periods presented in this report.Annual Report on Form 10-K. For information regarding discontinued operations, see Note 15 of the Notes to the Consolidated Financial Statements.
Additionally, we own equity interests primarily in a Canadian newsprint company and a supercalendered paper manufacturing partnership in Maine.


THE NEW YORK TIMES COMPANY – P. 1


In February 2012, we sold 100 of our units in Fenway Sports Group for an aggregate price of $30.0 million and in May 2012, we sold our remaining 210 units for an aggregate price of $63.0 million. Fenway Sports Group owns the Boston Red Sox baseball club; Liverpool Football Club (a soccer team in the English Premier League); approximately 80% of New England Sports Network (a regional cable sports network); and 50% of Roush Fenway Racing (a NASCAR team).
In early October 2012, Indeed.com, a search engine for jobs in which we had an ownership interest, was sold. The proceeds from the sale of our interest were approximately $167 million.
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 Web sitewebsite at http://www.nytco.com, as soon as reasonably practicable after such reports have been filed with or furnished to the SEC.
OUR COMPANYCIRCULATION AND AUDIENCE
Our Company generates revenues principally from advertising and circulation.
Advertising is sold in our newspapers and other publications, on our Web sites and across other digital platforms. We divide advertising into three main categories: national, retail and classified. Advertising revenue also includes preprints, which are advertising supplements. Our digital advertising offerings include mainly display advertising (such as banners, large-format units, half-page units and interactive multimedia) and classified advertising. Our businesses are affected in part by seasonal patterns in advertising, with generally higher advertising volume in the fourth quarter due to holiday advertising.
Circulation revenue is from amounts charged to readers or distributors for products reach a broad audience in print, online orand through other digital platforms. Charges vary by propertymedia. In addition to reaching consumers through print products, we deliver content across a variety of digital platforms, including mobile, tablet and by city and depende-reader applications.
Circulation revenues are based on the typenumber of sale (i.e., subscription or single copy)copies of the printed newspaper (through home-delivery subscriptions and distribution arrangements.
Advertisingsingle-copy and circulation revenue information for our divisions appears under “Item 7 — Management’s Discussionbulk sales) and Analysis of Financial Conditiondigital subscriptions sold and Results of Operations.”
Revenues, operating profit and identifiable assets of foreign operations are not significant.
The New York Times Media Group
The New York Times Media Group comprises The Times, the IHT, NYTimes.com and related businesses. The Times, a daily (Mon. - Sat.) and Sunday newspaper, commenced publication in 1851. The IHT, a daily newspaper, commenced publishing in Paris in 1887. We recently announced thatrates charged to the IHT, which has served as the global edition of The Times, will be rebranded the International New York Times later in 2013. NYTimes.com was launched in 1996.
Since Marchrespective customers. In 2011, The Times has chargedwe began charging consumers for content provided on NYTimes.com and other digital platforms, in addition to its other paid subscription offerings on several e-reader devices. The Times’splatforms. NYTimes.com’s metered model offers users free access to a set number of articles per month and then charges users who are not print home-delivery subscribers, once they exceed that number. All print home-delivery subscribers receive free digital access.
Since October 2011, the IHT has charged consumers for digital subscription packages for full access to its news applications on the iPhone and iPad and on NYTimes.com. These digital packages are free to IHT home-delivery subscribers who subscribe for a minimum of five days per week.
Audience
The Times and the IHT reach a broad audience in print, online at NYTimes.com and global.nytimes.com and on other digital platforms. The Times and the IHT have also expanded their reach and deepened engagement with readers and users by delivering content online and across other digital platforms, including mobile and e-reader applications and social networking sites.
According to reports filed with the Alliance for Audited Media (“AAM”), formerly known as the Audit Bureau of Circulations, an independent agency that audits the circulation of most U.S. newspapers and magazines, for the six-month period ended September 30, 2012,2013, The Times had the largest daily and Sunday circulation of all seven-day newspapers in the United States. For the fiscal year ended December 30, 2012,29, 2013, The Times’s average circulation, which includes paid and verified circulation of the newspaper in print, online and onthrough other digital platforms, was 1,670,5001,926,800 for weekday (Mon. - Fri.) and 2,138,5002,409,000 for Sunday. Under AAM’s reporting guidance, verified circulation represents


P. 2 – THE NEW YORK TIMES COMPANY


copies available for individual consumers that are either non-paid or paid by someone other than the individual, such as copies serveddelivered to schools and colleges and copies purchased by businesses for free distribution. For the first time, The Times’s average circulation for 2012 captures a full year of paid subscribers to its digital subscription packages since The Times began offering them in March 2011. In 2012,2013, approximately 87%90% of the weekday and 88%91% of the Sunday circulation was through print or digital subscriptions; the remainder was primarily single-copy print sales primarily on newsstands.newsstand sales.
Approximately 43% of the weekday average print circulation for The Times for the fiscal year ended December 30, 2012,29, 2013, was sold in the 31 counties that make up the greater New York City area, which includes New York City, Westchester County, Long Island, and parts of upstate New York, Connecticut, New Jersey and Pennsylvania; and approximately 57% was sold elsewhere. On Sundays, approximately 38%37% of the average print circulation was sold in the greater New York City area and 62%63% was sold elsewhere.
The IHT’s averageAverage circulation for the International New York Times, which includes paid circulation of the newspaper in print and electronic replica editions, for theour fiscal years ended December 29, 2013, and December 30, 2012,, and December 25, 2011, was 224,771220,440 (estimated) and 226,267,224,616, 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 of France’s newspapers and magazines.magazines in France. The final 20122013 figure will not be available until April 2013.2014.
According to comScore Media Metrix, an online audience measurement service, in 2012,2013, NYTimes.com had a monthly average of approximately 2930 million unique visitors in the United States and approximately 4345 million unique visitors worldwide. In addition, according to comScore Mobile Metrix, for the 11 months ended December 31, 2013, we had a monthly average of approximately 20 million unique visitors to NYTimes.com on mobile devices and our other mobile applications coming through smartphone and tablet platforms.


P. 2 – THE NEW YORK TIMES COMPANY


Paid subscribers to digitaldigital-only subscription packages, e-readers and replica editions of The Times and the IHT totaled approximately 640,000760,000 as of our fiscal year ended December 29, 2013, an increase of approximately 19% compared with our fiscal year ended December 30, 2012.2012.
ADVERTISING
AdvertisingWe sell advertising across multiple platforms, including print in our newspapers, online on our websites, and across other digital platforms, including mobile, tablet and e-reader applications. We also generate advertising revenues from preprints, which are stand-alone advertising supplements inserted into another print product. Competition for advertising is generally based upon audience levels and demographics, advertising rates, service, targeting capabilities and advertising results.
We divide advertising into three main categories: national, retail and classified.
National advertising is principally from advertisers promoting national products or brands, such as financial institutions, movie studios, American and international fashion designers and major corporations. According to data compiled by MagazineRadar,MediaRadar, an independent agency that measures advertising sales volume and estimates advertising revenue, The Times had the largest market share in 20122013 in print advertising revenues among a national newspaper set that consists of USA Today, The Wall Street Journal and The Times. Approximately three-quarters of The New York Times Media Group’sour print and digital advertising revenues in 20122013 came from national advertisers.
Retail advertising is generally associated with regional and national chains that sell in the local market.
Classified advertising includes the major categories of real estate, help wanted, automotive and other.
Our digital advertising offerings include mainly display advertising, video spots and classified advertising. Display advertising comprises the text, images and other interactive ads that run across the web on computers and mobile devices, including content specially formatted to be displayed on smartphones, tablets and other mobile personal digital devices.
Based on recent data provided by MagazineRadar,MediaRadar, we believe The Times ranks first by a substantial margin in print advertising revenues in the general weekday and Sunday newspaper field in the New York metropolitan area.
Production and DistributionOur businesses are affected in part by seasonal patterns in advertising, with generally higher advertising volume in the fourth quarter due to holiday advertising.
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.
The IHTInternational New York Times is printed under contract at 3836 sites throughout the world and is sold in more than 135130 countries and territories.
Other Businesses
The International New York Times Media Group’sis distributed through agreements with other newspapers and third-party delivery agents.
OTHER BUSINESSES
Our other businesses primarily include:
Our ventures division, which includes The New York Times Index,news services division, our conference unit and other products and services under The Times brand. The Times news services division transmits articles, graphics and photographs from The Times and other publications to over 1,300 newspapers, magazines and websites in over 90 countries and territories worldwide. It also comprises a number of other businesses, including commerce, photo archives, book development and rights and permissions. Our expanding conference business, which producesis a platform for our live journalism, convenes thought leaders from business, academia and licenses The New York Times Index, a print publication;government to discuss topics ranging from education to sustainability to the luxury business.  
Digital Archive Distribution,archive distribution, which licenses electronic archive databases to resellers of that information in the business, professional and library markets; and
The New York Times News Services Division, which is made up of Syndication Sales and Business Development. Syndication Sales transmits articles, graphics and photographs from The Times, the Globe and other publications to over 1,300 newspapers, magazines and Web sites in nearly 100 countries and territories worldwide. Business Development principally comprises photo archives, The New York Times store, book development and rights and permissions.markets.


THE NEW YORK TIMES COMPANY – P. 3


New England Media Group
The New England Media Group comprises the Globe, BostonGlobe.com, Boston.com, the T&G, Telegram.com and related businesses. The Globe is a daily and Sunday newspaper that commenced publication in 1872. The T&G is a daily and Sunday newspaper that began publishing in 1866.
In fall 2011, the Globe launched BostonGlobe.com, a paid subscription Web site with access to the full range of The Globe’s content. All print home-delivery subscribers to the Globe receive free digital access to BostonGlobe.com.
Boston.com, a free Web site developed by the Globe, serves as a community portal for the greater Boston area and offers general community-focused information to consumers.
Audience
The Globe reaches a broad audience in print, online and other digital platforms. The Globe is distributed in print throughout New England, although its circulation is concentrated in the Boston metropolitan area. The Globe has expanded its reach and deepened engagement with readers and users by delivering content online and across other digital platforms, including mobile and e-reader applications and social networking sites.
According to reports filed with AAM, for the six-month period ended September 30, 2012, the Globe ranked first in New England for both daily and Sunday circulation. For the year ended December 30, 2012, the Globe’s average circulation, which includes paid and verified circulation of the newspaper in print, online and other digital platforms, was 233,000 for weekday (Mon. - Fri.) and 373,000 for Sunday. For the first time, the Globe’s average circulation for 2012 captures a full year of paid subscribers to BostonGlobe.com since its launch in the fall of 2011. Approximately 83% of the Globe’s weekday and 79% of its Sunday circulation was sold through print and digital subscriptions in 2012; the remainder was sold primarily on newsstands.
Boston.com, New England’s largest regional news and information Web site, in 2012 had a monthly average of over 6 million unique visitors in the United States, according to comScore Media Metrix. In 2012, BostonGlobe.com had a monthly average of over 1 million unique visitors in the United States, according to comScore Media Metrix. Paid digital subscribers to BostonGlobe.com, e-readers and replica editions totaled approximately 28,000 as of our fiscal year ended December 30, 2012.
The T&G and several Company-owned non-daily newspapers — some published under the name of Coulter Press — circulate throughout Worcester County, Mass., and northeastern Connecticut. According to reports filed with AAM, for the six-month period ended September 30, 2012, the T&G ranked fifth in daily circulation and sixth in Sunday circulation volume in New England. Since 2010, Telegram.com has offered paid digital subscriptions to access articles produced by its staff. For the year ended December 30, 2012, the T&G’s average circulation, which includes paid and verified circulation of the newspaper in print and online, was 69,400 for weekday (Mon. - Fri.) and 78,400 for Sunday.
Advertising
The sales forces of the New England Media Group sell advertising across multiple channels, including print, digital, direct marketing, niche magazines, Internet radio and events, capitalizing on opportunities to deliver to national and local advertisers the Globe’s broad readership in the New England region. Nearly one-third of the New England Media Group’s advertising revenues in 2012 came from national advertisers.
Production and Distribution
The Globe and most of the T&G are currently printed at the Globe’s facility in Boston, Mass. Nearly all of the Globe’s and T&G’s print subscription circulation was delivered by a third-party service in 2012.
FOREST PRODUCTS INVESTMENTS AND OTHER JOINT VENTURES
We have non-controlling ownership interests primarily in one newsprint company and one mill producing supercalendered paper, a polished paper used in some magazines, catalogs and preprinted inserts, which is a higher-value grade than newsprint (the “Forest Products Investments”), as well as in Metro Boston.. These investments wereare accounted for under the equity method and reported in “Investments in joint ventures” in our Consolidated Balance Sheets as of December 30, 2012.29, 2013. For additional information on our investments, see “Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 7 of the Notes to the Consolidated Financial Statements.


P. 4 – THE NEW YORK TIMES COMPANY


Forest Products Investments
We have a 49% equity interest in a Canadian newsprint company, Donohue Malbaie Inc. (“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 in Clermont, Quebec.mill. In 2012,2013, Malbaie produced approximately 218,000212,000 metric tons of newsprint, of which approximately 14%10% was sold to us, with the balance sold to Resolute for resale.
We have a 40% equity interest in Madison Paper Industries (“Madison”), a partnership operating a supercalendered paper mill in Madison, Maine. Madison purchases the majority of its wood from local suppliers, mostly under long-term contracts. In 2012,2013, Madison produced approximately 188,000190,000 metric tons, of which approximately 3%5% 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.
Other Joint Ventures
We own a 49% interest in Metro Boston, which publishes a free daily newspaper in the greater Boston area.
quadrantONE, an online advertising network and private exchange in which we own a 25% interest, announced in February 2013 that it will begin winding down its current operations. The Web sites of the New England Media Group had participated in quadrantONE’s network and exchange, which sold bundled premium, targeted display advertising onto local newspaper and other Web sites.
RAW MATERIALS
The primary raw materials we use are newsprint and supercalendered and coated paper. We purchase newsprint from a number of North American producers. In 2012,2013, the paper we used by The New York Times and New England Media Groupsfor our print products was purchased from unrelated suppliers and related suppliers in which we hold equity interests (see “— Forest Products Investments”). A significant portion of newsprint is purchased from Resolute.
In 20122013 and 2011,2012, we used the following types and quantities of paper:
  Newsprint 
Coated,
Supercalendered
and Other Paper(1)
(In metric tons) 2012
 2011
 2012
 2011
The New York Times Media Group 133,000
 138,000
 16,200
 15,300
New England Media Group 41,000
 41,000
 1,500
 1,600
Total 174,000
 179,000
 17,700
 16,900
(In metric tons) 2013
 2012
Newsprint 119,000
 133,000
Supercalendered and Coated Paper(1)
 17,200
 16,200
(1)The Times uses supercalendered and the Globe use coated supercalendered or other paper for The New York Times Magazine and T: The New York Times Style Magazine and the Globe’s Sunday Magazine.


THE NEW YORK TIMES COMPANY – P. 5


COMPETITION
Our media propertiesprint and investmentsdigital products compete for advertising and consumers with other media in their respective markets, including paid and free newspapers, Web sites, digital platforms and applications, social media, 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, price,advertising rates, service, targeting capabilities and advertising results, while competition for circulationconsumer revenue and readership is generally based upon platform, format, content, quality, service, timeliness and price.
The Times newspaper competes for print 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 circulates; and some national news and lifestyle magazines.
The IHT’sInternational New York Times newspaper’s key competitors include


P. 4 – THE NEW YORK TIMES COMPANY


all 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; and news channels CNN, CNNi, Sky News International, CNBC and BBC.Economist.
The Globe competes primarily for advertising and circulation with other newspapers and television stations in Boston, its neighboring suburbs and the greater New England region, including, among others, The Boston Herald (daily and Sunday).
In addition, asAs our industry continues to experience a result of the secular shift from print to digital media, our newspapers increasinglyprint and digital products face increasing competition for audience and advertising from a wide variety of digital alternatives, includingsuch as news and other information Web siteswebsites and digital applications, news aggregation sites, sites that cover niche content, social media sites,platforms, digital advertising networks and exchanges, real-time bidding and other programmatic buying channels online classified services and other new media formats.forms of media. Developments in methods of distribution, such as applications for mobile phones, tablets and other devices, also increase competition for users and digital advertising revenues.
NYTimes.com, Boston.com and BostonGlobe.comOur websites most directly compete for advertisingtraffic and trafficreadership with other advertising-supported or consumer-paid news and information Web siteswebsites and mobile applications,applications. NYTimes.com faces competition from sources such as WSJ.com, Google News, Yahoo! News, MSNBC and CNN.com, digital advertising networks and exchanges and classified advertising portals.CNN.com. Internationally, global.nytimes.cominternational.nytimes.com competes against international online sources of English languageEnglish-language news, such asincluding bbc.co.uk, guardian.co.uk, ft.com and reuters.com. For digital advertising revenues, we face competition from a wide range of companies offering competing products, such as other advertising-supported websites and mobile applications, including websites that provide platforms for classified advertisements, as well as search engines, social media sites and other Internet companies.
EMPLOYEES AND LABOR RELATIONS
We had approximately 5,3633,529 full-time equivalent employees as of December 30, 2012.29, 2013.
Employees
The New York Times Media Group3,102
New England Media Group1,849
Corporate412
Total Company5,363



P. 6 – THE NEW YORK TIMES COMPANY


Labor Relations
As of December 30, 2012, more than29, 2013, approximately half of theour full-time equivalent employees of The Times were represented by nine unions. The following is a list of collective bargaining agreements covering various categories of Times employees and their corresponding expiration dates.
Employee CategoryExpiration Date
The TimesPaperhandlersMarch 30, 2014

ElectriciansMarch 30, 2015
MachinistsMarch 30, 2015
MailersMarch 30, 2016
New York Newspaper GuildMarch 30, 2016
TypographersMarch 30, 2016
PressmenMarch 30, 2017
StereotypersMarch 30, 2017
DriversMarch 30, 2020
Approximately half140 of theour full-time equivalent employees of the IHT are located in France, whoseand 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.
More than two-thirds of the full-time equivalent employees of the Globe and Boston.com were represented by 10 unions with 12 labor agreements. As indicated below, certain collective bargaining agreements have expired and negotiations for new contracts are ongoing. We cannot predict the timing or the outcome of these negotiations.
Employee CategoryExpiration Date
The Globe andDriversDecember 31, 2012 (expired)
Boston.comPaperhandlersDecember 31, 2012 (expired)
Boston Newspaper GuildDecember 31, 2012 (expired)
EngraversDecember 31, 2012 (expired)
Boston Mailers UnionDecember 31, 2012 (expired)
PressmenDecember 31, 2012 (expired)
Technical services groupDecember 31, 2012 (expired)
ElectriciansDecember 31, 2012 (expired)
TypographersDecember 31, 2013
Garage mechanicsDecember 31, 2013
MachinistsDecember 31, 2013
Warehouse employeesDecember 31, 2015
As part of various cost-cutting measures in 2009 that resulted in amendments to certain collective bargaining agreements, the Globe agreed to a profit-sharing plan based on the performance of the Globe and Boston.com in 2011 and 2012. Profit-sharing payments to eligible full-time union employees are based on a formula tied to the operating profit of the Globe and Boston.com, calculated in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Payments made in 2012 based on the performance of the Globe and Boston.com in 2011 reflected the lowest threshold at which payments were required to be made under the collective bargaining agreements. The Globe does not expect to make payments in 2013 under that provision in the collective bargaining agreements.
Approximately one-third of the full-time equivalent employees of the T&G are represented by four unions. Labor agreements with production unions expired or will expire on August 31, 2011, October 31, 2014 and November 30, 2016. The labor agreements with the Providence Newspaper Guild, representing newsroom and circulation employees, expired on June 14, 2012.


THE NEW YORK TIMES COMPANY – P. 7
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.
Economic weaknessIf our efforts to retain and uncertainty globally, in the United States, in the regions in whichgrow our digital subscriber base and build consumer revenues are not successful, and if we operateare unable to maintain and in keygrow our digital audience for advertising categories havesales, our business, financial condition and prospects may be adversely affected and may continue to adversely affect our advertising revenues.affected.
Advertising spending, which drives aA significant portion of our revenues is sensitive to economic conditions. Global, nationalfrom digital subscriptions for content provided on NYTimes.com and local economic conditions, particularly inother digital platforms. Our future growth depends upon the New York Citydevelopment and Boston metropolitan regions, affect the levelsmanagement of our advertising revenues. Economicdigital businesses, including successfully adding, retaining and engaging digital subscribers. Our ability to retain and grow our digital subscription base and audience for our digital products depends on many factors, including continued market acceptance of our evolving digital pay model, consumer habits, pricing, available alternatives from current and new competitors, delivery of high-quality journalism and content that have adversely affected advertising revenues include lower consumeris interesting and business spending, high unemploymentrelevant to users, development and depressed home sales.improvement of digital products across platforms, an adequate and adaptable digital infrastructure, access to delivery platforms on acceptable terms and other factors. Our advertising revenuesdigital user or traffic levels may also flatten or decline as a result of, among other factors, the failure to successfully manage changes in search engine optimization and social media traffic. If we are particularly adversely affected if advertisers respondnot able to weakcontinue to attract, convert and uneven economic conditions by reducing their budgets or shifting spending patterns or priorities, or if they are forcedretain digital subscribers in numbers sufficient to consolidate or cease operations. Continuing weak and uncertain economic conditions and outlook would adversely affect our level of advertising revenues andgrow our business, financial conditionour revenues may be reduced. Even if we successfully maintain or increase our digital audience, the market position of our brands may not be enough to counteract a significant downward pressure on advertising rates as digital advertising inventory increases across multiple platforms. We may also incur additional expenses for increased marketing and results of operations.other digital acquisition and retention efforts.
We have significant competition for advertising, which may adversely affect our advertising revenues and advertising rates.
Our print and digital products face substantial competition for advertising revenues from a variety of sources, such as newspapers and magazines; television, radio and other forms of media; direct marketing; and, increasingly, advertising-supported digital products that provide news and information, including Web siteswebsites and digital applications, news aggregators and social media sites. This competition has intensified as a result of continued developments of new digital media technologies. While distribution of news and other content over the Internet, including through mobile phones, tablets and other devices, continues to gain popularity, the digital advertising model is still evolving to address these rapid technological changes. In recent years, the advertising industry has experienced a secular shift toward digital advertising, which is significantly less expensive and can offer more directly measurable returns than traditional print media. As media audiences fragment, we expect advertisers to continue to allocate larger portions of their advertising budgets to digital media. Digital advertising networks and exchanges, real-time bidding and other programmatic buying channels that allow advertisers to buy audienceaudiences at scale are also playing a more significant role in the advertising marketplace.marketplace and causing downward pricing pressure. Competition from all of these media and services, many of which charge lower rates than the Company’s properties, as well as increased inventory in the digital marketplace, could adversely affect advertising revenues by impacting our ability to attract and retain advertisers and consumers and to maintain or increase our advertising rates, which wouldrates.
Economic weakness and uncertainty globally, in the United States and in key advertising categories have adversely affected and may continue to adversely affect our advertising revenues.
If our efforts to retain and grow our digital subscriber base and build consumer revenue are not successful and if we are unable to maintain our digital audience for advertising sales, our business, financial condition and prospects may be adversely affected.
AAdvertising spending, which drives a significant portion of our revenues, is sensitive to economic conditions.Global, national and local economic conditions, particularly in the New York City metropolitan region, affect the levels of our advertising revenues. Our advertising revenues are particularly 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. Continuing soft economic conditions and an uneven recovery would adversely affect our level of advertising revenues and our business, financial condition and results of operations.


P. 6 – THE NEW YORK TIMES COMPANY


Decreases in print circulation volume adversely affect our circulation and advertising revenues.
Print advertising and circulation revenues are affected by circulation and readership levels. Competition for circulation and readership is generally based upon format, content, quality, service, timeliness and price. In recent years, we, and the newspaper industry as a whole, have experienced declining print circulation volume. This is primarily due to increased competition from digital subscriptions for content provided on NYTimes.commedia formats and sources other digital platforms. Our abilitythan traditional newspapers (often free to retainusers), changes in discretionary spending by consumers affected by economic conditions, higher subscription and continuesingle-copy rates and a growing preference among certain consumers to build our digital subscription base and audience for our digital products depends on manyreceive all or a portion of their news from sources other than a newspaper. If these or other factors includingresult in a continued market acceptance of our digital pay model, consumer habits, pricing, available alternatives, delivery of high-quality journalism and content, an adequate and adaptable online infrastructure, terms of delivery platforms and other factors. If we are not able to continue to attract, convert and retain digital subscribers, ourdecline in circulation volume, circulation revenues may be reduced and we may incur additional expenses for marketing and other digital acquisition and retention efforts.
In addition, if our user or traffic levels flatten or declineadversely affected as a result of, among other factors, changes in Internet search results, including results provided by Google, we may be unable to createinstitute circulation price increases at a rate sufficient advertiser interest in our digital businesses or to maintain or increaseoffset circulation volume declines. In addition, the rate and volume of print advertising revenues may be adversely affected (as rates of the inventory on our digital platforms. Even if we maintain or increase traffic levels, the market position of our brands may not be enough to counteract a significant downward pressure on advertising rates as the number of Web sites with available inventory increases in the digital marketplace.reflect circulation and readership, among other factors).
To remain competitive, we must be able to respond to and exploit changes in technology services and standards and changes in consumer behavior, and significant capital investments may be required.
Technological developmentsTechnology in the media industry continuecontinues to evolve rapidly. Advances in technology have led to an increasing number of methods for the delivery and consumption of news and other content and have driven consumer demand and expectations in unanticipated directions. If we are unable to exploit new and existing technologies to distinguish our products and services from those of our competitors or adapt to new distribution methods that provide optimal


P. 8 – THE NEW YORK TIMES COMPANY


user experiences, including introducing in a timely manner compelling new products and services that engage users across platforms, our business, financial condition and prospects may be adversely affected.
Technological developments also pose other challenges that could adversely affect our revenues and competitive position. New delivery platforms may lead to pricing restrictions, the loss of distribution control and the loss of a direct relationship with consumers. New delivery devices, such as smartphones, tablets and other mobile devices, which present challenges for traditional display advertising, may also reduce our advertising inventory or otherwise limit our ability to sell advertising. We may also be adversely affected if the use of technology developed to block the display of advertising on Web siteswebsites proliferates.
Technological developments and any changes we may make to our business model may require significant capital investments. We may be limited in our ability to invest funds and resources in digital products, services or opportunities, and we may incur costs of research and development costs in building, maintaining and maintaining the necessary and continually evolving our technology infrastructure. It may also be difficult to attract and retain talent for critical positions. Some of our existing competitors and new entrants may have greater operational, financial and other resources or may otherwise be better positioned to compete for opportunities and, as a result, our digital businesses may be less successful.
Decreases in print circulation volume adversely affect our circulation and advertising revenues.
Advertising and circulation revenues are affected by circulation and readership levels The success of our newspaper properties. Competition for circulation and readership is generally based upon format, content, quality, service, timeliness and price. In recent years,digital businesses also depends on our newspaper properties, and the newspaper industry as a whole, have experienced declining print circulation volume. This is primarily due to increased competition from digital media formats and sources other than traditional newspapers (often free to users), declining discretionary spending by consumers affected by weak economic conditions, high subscription and single-copy rates and a growing preference among some consumers to receive all or a portion of their news from sources other than a newspaper. If these or other factors result in a continued decline in circulation volume, the rate and volume of advertising revenues may be adversely affected (as rates reflect circulation and readership, among other factors). These factors could also affect our ability to institute circulation price increases for our products at a rate sufficient to offset circulation volume declines. We may also incur increased spending on marketing designed to attract and retain subscribersqualified talent for critical positions in those businesses.
Our international operations expose us to risks inherent in foreign operations.
An important element of our strategic initiatives is the expansion of the international scope of our operations, and we face the inherent risks associated with doing business abroad, including:
effectively managing and staffing foreign operations, including complying with diverse local labor laws and regulations;
navigating local customs and practices;
responding to government policies 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 the collection, use, retention, sharing and security of consumer data;
addressing political or drive trafficsocial instability;
adapting to currency exchange rate fluctuations; and
complying with restrictions on repatriation of funds.
Adverse developments in any of these areas could have an adverse impact on our digitalbusiness, financial condition and results of operations.
In addition, we have limited experience in operating and marketing our products in new international regions and could be at a disadvantage compared to competitors with more experience.


THE NEW YORK TIMES COMPANY – P. 7


If we are unable to successfully develop and execute our strategic growth initiatives, or if they do not adequately address the challenges or opportunities we face, our business, financial condition and prospects may be adversely affected.
Our success is dependent on our ability to identify, develop and execute appropriate strategic growth initiatives that will enable the Company to achieve sustainable growth in the long term. The implementation of our strategic initiatives is subject to both the risks affecting our business generally and the inherent risks associated with implementing new strategies. These strategic initiatives may not be successful in generating revenues or improving operating profit and, if they are, it may take longer than anticipated. As a result and depending on evolving conditions and opportunities, we may need to adjust our strategic initiatives and such changes could be substantial, including modifying or terminating one or more of the initiatives. Transition and changes in our strategic initiatives may also create uncertainty by our employees, customers and partners that could adversely affect our business and revenues. In addition, we may incur higher than expected or unanticipated costs in implementing our strategic initiatives, attempting to attract revenue opportunities or changing our strategies. There is no assurance that the implementation of any strategic growth initiative will be successful, and we may not be able to recover these costs through circulationrealize anticipated benefits at levels we project or at all, which would adversely affect our business, financial condition and advertising revenues.prospects.
If we are unable to execute cost-control measures successfully, our total operating costs may be greater than expected, which maywould adversely affect our profitability.
Over the last several years, we have significantly reduced operating costs by reducing staff and employee benefits and implementing general cost-control measures across the Company, and expectwe plan to continue these cost management efforts. If we do not achieve expected savings or our operating costs increase as a result of investments in our strategic initiatives, our total operating costs maywould be greater than anticipated. In addition, if we do not manage our cost-control strategy is not managedcosts properly, such efforts may affect the quality of our products and our ability to generate future revenue.revenues. Reductions in staff and employee compensation and benefits could also 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, we may experience a higher percentage decline in ournet income from continuing operations.operations may decline.
The underfunded status of our pension plans may adversely affect our operations, financial condition and liquidity.
We sponsor severalmaintain qualified defined benefit pension plans. In addition, although we sold the New England Media Group in October 2013 and the Regional Media Group in January 2012, we retained pension assets and liabilities and postretirement obligations related to employees of those businesses. As a result, and although we have frozen participation and benefits under all but two of the qualified pension plans we maintain, 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. Pension income and expense is calculated using a number of actuarial valuations. These valuations reflect assumptions about financial markets and other economic conditions, which may change based on changes in key economic indicators. The most significant year-end assumptions we use to estimate pension expense are the discount rate and the expected long-term rate of return on the plan assets. Our qualified defined benefit pension plans were underfunded as of December 29, 2013. We are required to make contributions to our qualified defined benefit pension plans to comply with minimum funding requirements imposed by laws governing these employee benefit plans. The difference between the obligations and assets of the qualified defined benefit pension plans, or the funded status of the qualified defined benefit pension plans, is a significant factor in determining pension expense and the ongoing funding requirements for those plans. Our qualified defined benefit pension plans were underfunded as of December 30, 2012, and we will continue to evaluate whether to make contributions in the future to fund this deficiency. In addition, while we sold the Regional Media Group in January 2012, we retained pension assets and liabilities and postretirement obligations related to employees of that business. Future volatility and disruption in the stock and bond markets could cause further declines in the asset values of our qualified defined benefit pension plans. In addition, aA decrease in the discount rate used to determine the liabilities for pension obligations willmay result in increased liabilities. If investmentcontributions. Failure to achieve expected returns on plan assets are below expectations


THE NEW YORK TIMES COMPANY – P. 9


ordriven by various factors, which could include a continued environment of low interest rates decrease, our contributions mayor sustained volatility and disruption in the stock and bond markets, could also result in an increase in the amount of cash we would be higher than currently anticipated.required to contribute to these pension plans. In addition, unfavorable changes in applicable laws or regulations could materially change the timing and amount of required plan funding. As a result, we may have less cash available for working capital and other corporate uses, which may have an adverse impact on our operations, financial condition and liquidity.

Due to our

P. 8 – THE NEW YORK TIMES COMPANY


Our participation in multiemployer pension plans we have exposures under those plansmay subject us to liabilities that may extend beyond whatcould materially adversely affect our obligations would be with respect to our employees.financial condition, cash flows and results of operations.
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 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.
We have incurred significant withdrawal liabilities to the multiemployer pension plans in which we participate, such as the liability assessed against us in 2009 in connection with amendments to various collective bargaining agreements affecting certain multiemployer pension plans. We may be required to make additional contributions under applicable law with respect to those plans or other multiemployer pension plans from which we may withdraw or partially withdraw. 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. 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, additional liabilities would need to be recorded that could have an adverse effect on our business, results of operations, financial condition or cash flows.
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. 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 contributions under applicable law.
A significant number of our employees are unionized, and our business and results of operations could be adversely affected if labor negotiations or contractsagreements 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 were to experience labor unrest strikes or other business interruptions in connection with labor negotiations or otherwise, or if we are unable to negotiate labor contracts on reasonable terms, our ability to produce and deliver our most significant products could be impaired. In addition, our ability to make short-term adjustments to control compensation and benefits costs, rebalancechange our portfolio of businessesstrategy or otherwise adapt to changing business needs may be limited by the terms and duration of our collective bargaining agreements.
A significant increase in the price of newsprint, or limited availability ofsignificant 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 7% of our total operating costs in 2012.2013. The price of newsprint has historically been volatile and may increase as a result of various factors, including:
including a reduction in the number of suppliers as a result ofdue to restructurings, bankruptcies and consolidations in the North American newsprint industry;
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 a rise in the value of the Canadian dollar, which adversely affects Canadian suppliers whose costs are incurred in Canadian dollars but whose newsprint sales are priced in U.S. dollars.
In addition, we rely on our suppliers for deliveries of newsprint. The availability of our newsprint supply may be affected by various factors, including strikeslabor 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.
We may buy or sell different properties as a result of our evaluation of our portfolio of businesses. Such acquisitions or divestitures would affect our costs, revenues, profitability and financial position.
From time to time, we evaluate the various components of our portfolio of businesses and may, as a result, buy or sell different properties. In that regard, we recently announced that we have retained a strategic adviser in connection with a sale of the New England Media Group and our 49% equity interest in Metro Boston. Acquisitions or


P. 10 – THE NEW YORK TIMES COMPANY – P. 9


divestitures affect our costs, revenues, profitability and financial position. We may also consider the acquisition of specific properties or businesses that fall outside our traditional lines of business if we deem such properties sufficiently attractive.
Divestitures have inherent risks, including possible delays in closing transactions (including potential difficulties in obtaining regulatory approvals), the risk of lower-than-expected sales proceeds for the divested businesses, unexpected costs associated with the separation of the business to be sold from our integrated information technology systems and other operating systems, and potential post-closing claims for indemnification. In addition, adverse economic or market conditions may result in fewer potential bidders and unsuccessful sales efforts. Expected cost savings, which are offset by revenue losses from divested businesses, may also be difficult to achieve or maximize due to our fixed cost structure, and we may experience varying success in reducing fixed costs or transferring liabilities previously associated with the divested businesses.
Acquisitions also involve risks, including difficulties in integrating acquired operations, diversions 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.
Our debt agreements contain restrictions that limit our flexibility in operating our business.
Our debt agreements contain various covenants that limit our ability to engage in specified types of transactions. For example, these covenants, among other things, restrict, subject to certain exceptions, our ability and the ability of our subsidiaries to:
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; orand
enter into certain transactions with affiliates.
These restrictions limit our flexibility in operating our business and responding to opportunities.
Changes in our credit ratings or 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 internal 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 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


THE NEW YORK TIMES COMPANY – P. 11


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 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.
We may not be able to protect intellectual property rights upon which our business relies, and if we lose intellectual property protection, our assets may lose value.value and our advertising revenues may be adversely affected.
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 exacerbatedmade the risk byunauthorized duplication and wide dissemination of content easier, making it easier to duplicate and disseminate content.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. IfFor example, the development of new mobile applications that republish our


P. 10 – THE NEW YORK TIMES COMPANY


copyrighted content for the users of those applications, while avoiding the advertising displayed when such content is accessed through our digital platforms, could adversely affect our advertising revenues. 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.
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 very 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. As we focus on developing brand extensions, we may work with third-party vendors, and shortcomings of such third parties could also negatively impact our reputation and brand value. 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.
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 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.
Security breaches and other disruptions or misuse of our network and information systems disruptions could affect our ability to conduct our business effectively.
Network and information systems and other technologies, including those related to our network management, are important to our business activities. Despite our security measuresWe 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 third-party service providers, our systemsbusiness 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 hackings, 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. OurDespite the security measures we and our third-party service providers have taken, our computer systems, and those of our vendors, have been, and will likely continue to be, subject to attack. For example, during 2012 and 2013, The Times’s computer networkTimes was the target of a cyber-attack that we believe wascyber-attacks allegedly sponsored by a foreign government,sources, designed to interfere with our journalism and undermine our reporting. TheAlthough we believe no internal systems, including the systems housing confidential customer and employee data, were not breached in this attack. While wethese attacks, there can be no assurance that will be the case in the future.
We have implemented additional controls and taken other preventative actionsmeasures designed to further strengthen our systems against future attacks, including controls and preventative measures designed to reduce the impact of a security breach at our third-party vendors. 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. However, there can givebe no assurance as to the cost of additional controls and measures that we may conclude are necessary in the future.
There can be no assurance that thesethe actions, measures and controls and preventative actionswe have implemented will be effective against future attacks. Anyattacks or be sufficient to prevent a future security breach or other disruption to our network or information systems, or those of our data securitythird-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 managements’ attention


THE NEW YORK TIMES COMPANY – P. 11


and resources or subject us to liability under laws that protect personal data, resulting in increased operating costs or loss of revenue.
Acquisitions, divestitures 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 conduct discussions, evaluate opportunities and enter into agreements for possible acquisitions, divestitures, investments and other transactions. We routinely evaluate our portfolio of businesses and may, as a result, buy or sell different properties. In that regard, in 2013, we completed the sale of the New England Media Group and our 49% equity interest in Metro Boston. We may also consider the acquisition of 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 or divestitures affect our costs, revenues, profitability and financial position. 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.
Legislative and regulatory developments may result in increased costs and lower revenues from our digital businesses.
Our digital businesses are subject to government regulation in the jurisdictions in which we operate, and our Web sites,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 businesses 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.
Our international operations expose us to risks inherent in foreign operations.
As we expand the international scope of our operations, we face the increased risk of doing business abroad, including complying with unfamiliar laws and regulations, effectively managing and staffing foreign operations, successfully navigating local customs and practices, responding to government policies that restrict the digital flow of information, adapting to currency exchange rate fluctuations and complying with restrictions on repatriation of


P. 12 – THE NEW YORK TIMES COMPANY


funds. Adverse developments in any of these areas could have an adverseresults from litigation or governmental investigations can impact on our business practices and operating results.
From time to time, we and our subsidiaries are parties to litigation and regulatory, environmental and other proceedings with governmental authorities and administrative agencies. Adverse outcomes in lawsuits or investigations could result in significant monetary damages or injunctive relief that could adversely affect our operating results or financial condition and results of operations.as well as our ability to conduct our business as it is presently being conducted.
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 a portion of our leasehold condominium interest (the “Condo Interest”). The sale-leaseback transaction encompassed 21 floors, or approximately 750,000 rentable square feet, currently occupied by us.us (the “Condo Interest”). The sale price for the Condo Interest was $225$225.0 million. We have an option exercisable in 2019 to repurchase the Condo Interest for $250$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, of which six floors are currently leased to a third party.


P. 12 – THE NEW YORK TIMES COMPANY


In addition, we built 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. We own a facility in Boston, Mass., of 703,000 gross square feet that includes printing operations and offices. for $6.9 million. We also currently own other properties with an aggregate of approximately 194,0002,200 gross square feet and lease other properties with an aggregate of approximately 281,000250,400 rentable square feet in various locations.
ITEM 3. LEGAL PROCEEDINGS
ThereWe are involved in various legal actions that have arisen in the ordinary course ofincidental to our business andthat are now pending against us. SuchThese actions are usuallygenerally for amounts greatly in excess of the payments, if any, that may be required to be made. It is the opinion of management after reviewing suchthese actions with our legal counsel that the ultimate liability that might result from suchthese actions willwould not have a material adverse effect on our consolidatedConsolidated Financial Statements.
Newspaper and Mail Deliverers – Publishers’ Pension Fund
In September 2013, we received a notice and demand for payment in the amount of approximately $26 million from the Newspaper and Mail Deliverers – Publishers’ Pension Fund. We participate in the fund, which covers drivers employed by The New York Times. City & Suburban, a retail and newsstand distribution subsidiary and the largest contributor to the fund, ceased operations in 2009. The fund claims that The New York Times Company partially withdrew from the fund in the plan years ending May 31, 2013 and 2012, as a result of a more than 70% decline in contribution base units. We disagree with the plan determination and are disputing the claim vigorously. We do not believe that a loss is probable on this matter and have not recorded a loss contingency for the period ended December 29, 2013.
Pension Benefit Guaranty Corporation
In February 2014, the Pension Benefit Guaranty Corporation (“PBGC”) notified us that it believes that the Company has had a triggering event under Section 4062(e) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), with respect to The Boston Globe Retirement Plan for Employees Represented by the Boston Newspaper Guild and The New York Times Companies Pension Plan on account of the Company’s sale of the New England Media Group. Under Section 4062(e), the PBGC may be entitled to protection if, as a result of a cessation of operations at a facility, more than 20% of the active participants in a plan are separated from employment. The Company, which retained all pension assets and liabilities related to New England Media Group employees, maintains that an asset sale is not a triggering event for purposes of Section 4062(e). Additionally, with respect to The New York Times Companies Pension Plan, we believe that the 20% threshold was not met.
If a triggering event under Section 4062(e) with respect to either or both of these plans is determined to have occurred, the Company would be required to place funds into an escrow account or to post a surety bond, with the escrowed funds or the bond proceeds available to the applicable plan if it were to terminate in a distress or involuntary termination within five years of the date of the New England Media Group sale. We do not expect such a termination for either of these plans. If the applicable plan did not so terminate within the five-year period, any escrowed funds for that plan would be returned to the Company or the bond for that plan would be cancelled. The amount of any required escrow or bond would be based on a percentage of the applicable plan’s unfunded benefit liabilities, computed under Section 4062(e) on a “termination basis,” which would be higher than that computed under GAAP. In lieu of establishing an escrow account with the PBGC or posting a bond, the Company and the PBGC can negotiate an alternate resolution of the liability, which could include making cash contributions to these plans in excess of minimum requirements.
At this time, we cannot predict the ultimate outcome of this matter, but we do not expect that the resolution of this matter will have a material adverse effect on our earnings or financial statements.condition.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.



THE NEW YORK TIMES COMPANY – P. 13


EXECUTIVE OFFICERS OF THE REGISTRANT
NameName Age 
Employed By
Registrant Since
 

Recent Position(s) Held as of February 28, 2013
Name Age 
Employed By
Registrant Since
 

Recent Position(s) Held as of February 26, 2014
Arthur Sulzberger, Jr.Arthur Sulzberger, Jr. 61 1978 Chairman (since 1997) and Publisher of The Times (since 1992); Chief Executive Officer (December 2011 to November 2012)Arthur Sulzberger, Jr. 62 1978 Chairman (since 1997) and Publisher of The Times (since 1992); Chief Executive Officer (2011 to 2012)
Mark ThompsonMark Thompson 55 2012 President and Chief Executive Officer (since November 2012); Director-General, the British Broadcasting Corporation (“BBC”) (2004 to September 2012); Chief Executive, Channel 4 Television Corporation (2002 to 2004); and various positions of increasing responsibility at the BBC (1979 to 2001)Mark Thompson 56 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)
Michael GoldenMichael Golden 63 1984 Vice Chairman (since 1997); President and Chief Operating Officer, Regional Media Group (2009 to January 2012); Publisher of the IHT (2003 to 2008); Senior Vice President (1997 to 2004)Michael Golden 64 1984 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)
James M. FolloJames M. Follo 53 2007 Senior Vice President and Chief Financial Officer (since 2007); Chief Financial and Administrative Officer, Martha Stewart Living Omnimedia, Inc. (2001 to 2006)James M. Follo 54 2007 Executive Vice President (since March 2013) and Chief Financial Officer (since 2007); Senior Vice President (2007 to March 2013); Chief Financial and Administrative Officer, Martha Stewart Living Omnimedia, Inc. (2001 to 2006)
R. Anthony BentenR. Anthony Benten 49 1989 Senior Vice President, Finance (since 2008) and Corporate Controller (since 2007); Vice President (2003 to 2008); Treasurer (2001 to 2007)R. Anthony Benten 50 1989 Senior Vice President, Finance (since 2008) and Corporate Controller (since 2007); Vice President (2003 to 2008); Treasurer (2001 to 2007)
Christopher M. Mayer 50 
1984

 Publisher of the Globe and President of the New England Media Group (since 2010); Senior Vice President, Circulation and Operations, of the Globe (2008 to 2009); Chief Information Officer and Senior Vice President of the Globe (2005 to 2008); Vice President, Circulation Sales, of the Globe (2002 to 2005)
Kenneth A. RichieriKenneth A. Richieri 61 1983 Senior Vice President (since 2007) and General Counsel (since 2006); 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)Kenneth A. Richieri 62 1983 Executive Vice President (since March 2013) and General Counsel (since 2006); Senior Vice President (2007 to March 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 22, 201321, 2014, was as follows: Class A Common Stock: 7,3336,969; Class B Common Stock: 2827.
No dividends have been declared orIn September 2013, we announced the initiation of a quarterly dividend in which both classes of our common stock participate equally. A dividend of $.04 per share was paid on ourthe Class A orand Class B Common Stock since the fourth quarterin October 2013, and an additional dividend of 2008. The decision$.04 per share of Class A and Class B Common Stock was declared in December 2013 and paid in January 2014. No dividends were declared or paid in 2012. We currently expect to continue to pay acomparable cash dividends in the future, although changes in our dividend in future periods and the appropriate level of dividendsprogram will 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 — Executive Overview — Our Strategy” and “— 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.
 2012 2011 2013 2012
Quarters High
 Low
 High
 Low
 High
 Low
 High
 Low
First Quarter $8.08
 $6.50
 $10.90
 $8.86
 $10.13
 $8.18
 $8.08
 $6.50
Second Quarter 7.04
 5.98
 9.67
 7.19
 11.06
 8.73
 7.04
 5.98
Third Quarter 9.80
 6.66
 9.21
 5.76
 12.66
 11.06
 9.80
 6.66
Fourth Quarter 10.88
 7.86
 7.97
 5.65
 15.47
 11.94
 10.88
 7.86
ISSUER PURCHASES OF EQUITY SECURITIES(1) 
Period 
Total number of
shares of Class A
Common Stock
purchased
(a)
 
Average
price paid
per share of
Class A
Common Stock
(b)
 
Total number of
shares of Class A
Common Stock
purchased
as part of
publicly
announced plans
or programs
(c)
 
Maximum 
number (or
approximate
dollar value)
of shares of
Class A
Common
Stock that may
yet be
purchased
under the plans
or programs
(d)
September 24, 2012 - October 28, 2012    $91,386,000
October 29, 2012 - November 25, 2012    $91,386,000
November 26, 2012 - December 30, 2012    $91,386,000
Total for the fourth quarter of 2012    $91,386,000
Period 
Total number of
shares of Class A
Common Stock
purchased
(a)
 
Average
price paid
per share of
Class A
Common Stock
(b)
 
Total number of
shares of Class A
Common Stock
purchased
as part of
publicly
announced plans
or programs
(c)
 
Maximum 
number (or
approximate
dollar value)
of shares of
Class A
Common
Stock that may
yet be
purchased
under the plans
or programs
(d)
September 30, 2013 - November 3, 2013    $91,386,000
November 4, 2013 - December 1, 2013    $91,386,000
December 2, 2013 - December 29, 2013    $91,386,000
Total for the fourth quarter of 2013    $91,386,000
(1)On April 13, 2004, our Board of Directors authorized repurchases in an amount up to $400 million. During the fourth quarter of 2012,2013, we did not purchase any shares of Class A Common Stock pursuant to our publicly announced share repurchase program. As of February 22, 2013,21, 2014, we had authorization from our Board of Directors to repurchase an amount of up to approximately $91 million of our Class A Common Stock. Our Board of Directors has authorized us to purchase shares from time to time as market conditions permit. There is no expiration date with respect to this authorization.


THE NEW YORK TIMES COMPANY – P. 15


EQUITY COMPENSATION PLAN INFORMATION
The following table presents information regarding our existing equity compensation plans asTable of December 30, 2012.Contents
Plan category
Number of securities to
be issued upon
exercise of outstanding
options, warrants
and rights
(a)
 
Weighted average
exercise price of
outstanding options,
warrants and rights
(b)
Number of securities remaining
available for future issuance
under equity compensation
plans (excluding securities
reflected in column (a))
(c)
 
Equity compensation plans approved by security holders     
Stock options and stock-based awards14,593,000
(1) 
$24
5,300,000
(2) 
Employee Stock Purchase Plan
 
6,410,000
(3) 
Total14,593,000
  11,710,000
 
Equity compensation plans not approved by security holdersNone
 None
None
 
(1)Includes shares of Class A Common Stock to be issued upon exercise of outstanding stock options granted under the Company’s 1991 Executive Stock Incentive Plan (the “1991 Incentive Plan”) and the Company’s 2010 Incentive Compensation Plan (the “2010 Incentive Plan”), as well as its Non-Employee Directors’ Stock Option Plan or Non-Employee Directors’ Stock Incentive Plan (together, the “Directors’ Plans”). Includes shares of Class A Common Stock to be issued upon conversion of stock-settled restricted stock units under the 2010 Incentive Plan.
(2)Includes shares of Class A Common Stock available for future stock options to be granted under the 2010 Incentive Plan and the Directors’ Plans. As of December 30, 2012, the 2010 Incentive Plan had 5,060,000 shares remaining for issuance upon the grant, exercise or other settlement of share-based awards. The Directors’ Plans provide for the issuance of up to 500,000 shares of Class A Common Stock in the form of stock options or restricted stock units. The amount reported for stock options includes the aggregate number of securities remaining (approximately 240,000 as of December 30, 2012) for future issuances under those plans. Stock options granted under the 1991 Incentive Plan, 2010 Incentive Plan and the Directors’ Plans must provide for an exercise price of 100% of the fair market value on the date of grant and, except in the case of the 2010 Incentive Plan (which does not specify a maximum term), a maximum term of 10 years.
(3)Includes shares of Class A Common 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.


P. 16 – THE NEW YORK TIMES COMPANY


PERFORMANCE PRESENTATION
The following graph shows the annual cumulative total stockholder return for the five fiscal years ending December 30,29, 20122013, on an assumed investment of $100 on December 30, 2007,28, 2008, in the Company, the Standard & Poor’s S&P 400 MidCap 400 Stock Index, the Standard & Poor’s S&P 1500 Publishing and Printing Index and an index of peer group media companies. The peer group returns are weighted by market capitalization at the beginning of each year. The peer group is comprised of the Company and the following media companies: Gannett Co., Inc., Media General, Inc., The McClatchy Company and The Washington Post Company. 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.
For the fiscal year ended December 30, 2012, the Company used a peer group (the “Peer Group”), comprising the Company, Gannett Co., Inc., Media General, Inc., The McClatchy Company and Graham Holdings Company (formerly The Washington Post Company), that includes certain companies that no longer publish newspapers. Accordingly, the Company has selected for the comparison herein the S&P 1500 Publishing and Printing Index, which includes newspaper companies, as well as publishing and general media companies, and which we believe provides a more meaningful comparison. The S&P 1500 Publishing and Printing Index, also weighted by market capitalization, comprises the Company and the following companies: E.W. Scripps Company, Gannett Co., John Wiley & Sons, Inc., Meredith Corporation, News Corporation, Scholastic Corporation and Valassis Communications, Inc. In future filings, the Company will no longer compare its stock performance against the Peer Group.

Stock Performance Comparison Between the S&P 400 Midcap Index, S&P 1500 Publishing & Printing Index,
The New York Times Company’s
Class A Common Stock and Peer Group Common Stock



P. 16 – THE NEW YORK TIMES COMPANY – P. 17


 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 About andNew England Media Group, as well as for the Regional Media GroupsGroup and the About Group that we sold in 2012, have been presented as discontinued operations and certain assets and liabilities are classified as held for sale for all periods presented (see Note 15 of the Notes to the Consolidated Financial Statements). The results of operations for WQXR-FM, a New York City classical radio station that we sold in 2009, have also been presented as discontinued operations for all periods presented before its sale in 2009.operations. 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 comprises 53 weeks and all other fiscal years presented in the table below comprise 52 weeks.
 As of and for the Years Ended As of and for the Years Ended
(In thousands) December 30,
2012

 December 25,
2011

 December 26,
2010

 December 27,
2009

 December 28,
2008

 December 29,
2013

 December 30,
2012

 December 25,
2011

 December 26,
2010

 December 27,
2009

 (53 Weeks)
 (52 Weeks)
 (52 Weeks)
 (52 Weeks)
 (52 Weeks)
 (52 Weeks)
 (53 Weeks)
 (52 Weeks)
 (52 Weeks)
 (52 Weeks)
Statement of Operations DataStatement of Operations Data      Statement of Operations Data      
Revenues $1,990,080
 $1,952,630
 $1,980,727
 $2,022,455
 $2,440,204
 $1,577,230
 $1,595,341
 $1,554,574
 $1,556,839
 $1,581,860
Operating costs 1,830,391
 1,791,025
 1,813,003
 1,964,417
 2,376,552
 1,411,744
 1,441,410
 1,411,652
 1,422,173
 1,521,190
Pension settlement expense 48,729
 
 
 
 
 3,228
 47,657
 
 
 
Multiemployer pension plan withdrawal expense 6,171
 
 4,228
 6,268
 78,931
Net pension curtailment gain 
 
 
 
 56,671
Other expenses 2,620
 4,500
 
 34,633
 
 
 2,620
 4,500
 
 34,633
Impairment of assets 
 9,225
 16,148
 4,179
 197,879
 
 
 7,458
 
 1,216
Pension withdrawal expense 
 4,228
 6,268
 78,931
 
Net pension curtailment gain 
 
 
 53,965
 
Operating profit/(loss) 108,340
 143,652
 145,308
 (5,740) (134,227)
Operating profit 156,087
 103,654
 126,736
 128,398
 2,561
Gain on sale of investments 220,275
 71,171
 9,128
 
 
 
 220,275
 71,171
 9,128
 
Impairment of investments 5,500
 
 
 
 
 
 5,500
 
 
 
Income from joint ventures 3,004
 28
 19,035
 20,667
 17,062
Premium on debt redemptions 
 46,381
 
 9,250
 
(Loss)/income from joint ventures (3,215) 2,936
 (270) 18,652
 20,796
Premium on debt redemption 
 
 46,381
 
 9,250
Interest expense, net 62,815
 85,243
 85,062
 81,701
 47,790
 58,073
 62,808
 85,243
 85,052
 81,702
Income/(loss) from continuing operations before income taxes 263,304
 83,227
 88,409
 (76,024) (164,955) 94,799
 258,557
 66,013
 71,126
 (67,595)
Income/(loss) from continuing operations, net of income taxes 159,822
 51,295
 55,092
 (46,944) (124,207) 56,907
 163,940
 44,596
 51,745
 (30,499)
(Loss)/income from discontinued operations, net of income taxes (26,483) (91,519) 53,626
 66,845
 66,869
Income/(loss) from discontinued operations, net of income taxes 7,949
 (27,927) (82,799) 58,909
 53,515
Net income/(loss) attributable to The New York Times Company common stockholders $133,173
 $(39,669) $107,704
 $19,891
 $(57,839) $65,105
 $135,847
 $(37,648) $109,640
 $23,006
Balance Sheet Data                
Cash and cash equivalents and short-term investments $955,309
 $279,997
 $399,642
 $36,520
 $56,784
Cash, cash equivalents and marketable securities $1,023,780
 $959,754
 $279,997
 $399,642
 $36,520
Property, plant and equipment, net 860,385
 937,140
 997,326
 1,083,399
 1,163,740
 713,356
 773,469
 837,595
 891,470
 970,357
Total assets 2,806,335
 2,883,450
 3,285,741
 3,088,557
 3,401,680
 2,572,552
 2,807,470
 2,887,367
 3,297,401
 3,109,789
Total debt and capital lease obligations 697,078
 773,120
 996,384
 769,117
 1,059,321
 684,163
 696,875
 773,120
 996,384
 769,117
Total New York Times Company stockholders’ equity 632,500
 506,360
 659,927
 604,042
 503,963
 842,910
 662,325
 533,678
 680,360
 622,527



P. 18 – THE NEW YORK TIMES COMPANY


   As of and for the Years Ended
(In thousands, except ratios, per share
and employee data)
 December 30,
2012

 December 25,
2011

 December 26,
2010

 December 27,
2009

 December 28,
2008

 (53 Weeks)
 (52 Weeks)
 (52 Weeks)
 (52 Weeks)
 (52 Weeks)
Per Share of Common Stock         
Basic earnings/(loss) per share attributable to The New York Times Company common stockholders:
Income/(loss) from continuing operations $1.08
 $0.35
 $0.37
 $(0.33) $(0.87)
(Loss)/income from discontinued operations, net of income taxes (0.18) (0.62) 0.37
 0.47
 0.47
Net income/(loss) $0.90
 $(0.27) $0.74
 $0.14
 $(0.40)
Diluted earnings/(loss) per share attributable to The New York Times Company common stockholders: 
Income/(loss) from continuing operations $1.04
 $0.34
 $0.35
 $(0.33) $(0.87)
(Loss)/income from discontinued operations, net of income taxes (0.17) (0.60) 0.35
 0.47
 0.47
Net income/(loss) $0.87
 $(0.26) $0.70
 $0.14
 $(0.40)
Dividends per share $
 $
 $
 $
 $0.750
Stockholders’ equity per share $4.14
 $3.33
 $4.32
 $4.19
 $3.51
Average basic shares outstanding 148,147
 147,190
 145,636
 144,188
 143,777
Average diluted shares outstanding 152,693
 152,007
 152,600
 144,188
 143,777
Key Ratios          
Operating profit/(loss) to revenues 5% 7% 7% 0% (6)%
Return on average common stockholders’ equity 23% (7)% 17% 4% (8)%
Return on average total assets 5% (1)% 3% 1% (2)%
Total debt and capital lease obligations to total capitalization 52% 60% 60% 56% 68%
Current assets to current liabilities 3.10
 2.46
 3.12
 2.46
 1.35
Ratio of earnings to fixed charges(1)
 4.96
 1.95
 1.84
 
 
Full-Time Equivalent Employees 5,363
 7,273
 7,414
 7,665
 9,346
(1)In 2009 and 2008, earnings were inadequate to cover fixed charges by approximately $95 million and $149 million, respectively, due to certain charges in each year.


THE NEW YORK TIMES COMPANY – P. 19
17


  As of and for the Years Ended
(In thousands, except ratios, per share
and employee data)
 December 29,
2013

 December 30,
2012

 December 25,
2011

 December 26,
2010

 December 27,
2009

 (52 Weeks)
 (53 Weeks)
 (52 Weeks)
 (52 Weeks)
 (52 Weeks)
Per Share of Common Stock         
Basic earnings/(loss) per share attributable to The New York Times Company common stockholders:
Income/(loss) from continuing operations $0.38
 $1.11
 $0.31
 $0.35
 $(0.21)
Income/(loss) from discontinued operations, net of income taxes 0.05
 (0.19) (0.57) 0.40
 0.37
Net income/(loss) $0.43
 $0.92
 $(0.26) $0.75
 $0.16
Diluted earnings/(loss) per share attributable to The New York Times Company common stockholders: 
Income/(loss) from continuing operations $0.36
 $1.07
 $0.30
 $0.33
 $(0.21)
Income/(loss) from discontinued operations, net of income taxes 0.05
 (0.18) (0.55) 0.39
 0.37
Net income/(loss) $0.41
 $0.89
 $(0.25) $0.72
 $0.16
Dividends declared per share $0.08
 $
 $
 $
 $
Stockholders’ equity per share $5.34
 $4.34
 $3.51
 $4.46
 $4.25
Average basic shares outstanding 149,755
 148,147
 147,190
 145,636
 144,188
Average diluted shares outstanding 157,774
 152,693
 152,007
 152,600
 146,367
Key Ratios          
Operating profit/(loss) to revenues 10% 6% 8% 8% %
Return on average common stockholders’ equity 9% 23% (6)% 17% 4%
Return on average total assets 2% 5% (1)% 3% 1%
Total debt and capital lease obligations to total capitalization 45% 51% 59% 59% 55%
Current assets to current liabilities 3.36
 3.30
 2.67
 3.35
 2.70
Ratio of earnings to fixed charges 2.58
 4.94
 1.76
 1.65
 0.02
Full-Time Equivalent Employees 3,529
 5,363
 7,273
 7,414
 7,665
The items below are included in the Selected Financial Data.
2013
The items below had a net unfavorable effect on our results from continuing operations of $12.9 million, or $.08 per share:
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 a multiemployer pension plan.
a $3.2 million pre-tax charge ($1.9 million after tax, or $.01 per share) for the settlement of pension obligations 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 $88.0$95.1 million, or $.57$.62 per share:
a $220.3 million pre-tax gain ($134.7 million after tax, or $.87 per share) on the sales of our ownership interest in Indeed.com and our remaining units in Fenway Sports Group.
a $48.7$47.7 million pre-tax charge ($28.327.7 million after tax, or $.18 per share) for the settlement of pension obligations in connection with lump-sum payments made under an immediate pension benefit offer to certain former employees.

an $18.1

P. 18 – THE NEW YORK TIMES COMPANY


a $12.3 million pre-tax charge ($10.07.2 million after tax, or $.07$.04 per share) for severance costs.
a $6.7 million pre-tax charge ($3.7 million after tax, or $.02 per share) for accelerated depreciation expense for certain assets at the T&G’s facility in Millbury, Mass., associated with the consolidation of most of its printing into the Globe’s facility in Boston, Mass.
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 consumer service for reading and sharing digital news and information from multiple publishers.
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 $4.9$2.1 million, or $.03$.02 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.
a $12.9$10.0 million pre-tax charge ($7.65.9 million after tax, or $.04 per share) for severance costs.
a $9.2$7.5 million pre-tax charge ($5.84.7 million after tax, or $.04$.03 per share) for the impairment of assets related to certain assets held for sale, primarily of Baseline, Inc. (“Baseline”), an online subscription database and research service for information on the film and television industries and a provider of premium film and television data to Web sites.websites.
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 estimated pre-tax charge ($2.7 million after tax, or $.02 per share) for a pension withdrawal obligation under a multiemployer pension plan at the Globe.
2010
The items below had a net unfavorable effect on our results from continuing operations of $16.4$4.8 million, or $.12$.02 per share:
a $16.1 million pre-tax charge ($10.1 million after tax, or $.07 per share) for the impairment of assets at the Globe’s printing facility in Billerica, Mass.
a $12.7 million pre-tax gain from the sale of an asset at one of the paper mills in which we have an investment. Our share of the pre-tax gain, after eliminating the noncontrolling interest portion, was $10.2 million ($6.46.5 million after tax, or $.04 per share).
an $11.4 million charge ($.07 per share) for the reduction in future tax benefits for retiree health benefits resulting from the federal health-care legislation enacted in 2010.
a $9.1 million pre-tax gain ($5.35.4 million after tax, or $.03$.04 per share) from the sale of 50 of our units in Fenway


P. 20 – THE NEW YORK TIMES COMPANY


Sports Group.
a $6.3 million pre-tax charge ($3.93.7 million after tax, or $.03$.02 per share) for an adjustment to estimated pension withdrawal obligations under several multiemployer pension plans at the Globe.
a $4.5$2.7 million pre-tax charge ($2.71.6 million after tax, or $.02$.01 per share) for severance costs.
2009
The items below had a net unfavorable effect on our results from continuing operations of $76.6$55.6 million, or $.53$.38 per share:
a $78.9 million pre-tax charge ($49.545.8 million after tax, or $.34$.31 per share) for a pension withdrawal obligation under certain multiemployer pension plans primarily at the Globe.
a $54.0$56.7 million pre-tax net pension curtailment gain ($30.732.9 million after tax, or $.21$.22 per share) resulting from freezing of benefits under various Company-sponsored qualified and non-qualified pension plans.
a $50.0 million pre-tax charge ($29.9 million after tax, or $.22 per share) for severance costs.
a $34.6 million pre-tax charge ($20.020.1 million after tax, or $.13$.14 per share) for a loss on leases ($31.1 million) and a fee ($3.5 million) for the early termination of a third-party printing contract. The lease charge included a $22.8


THE NEW YORK TIMES COMPANY – P. 19


$22.8 million charge for a loss on leases associated with the closure of City & Suburban, our retail and newsstand distribution subsidiary, and $8.3 million for office space at Thein New York Times Media Group.York.
a $28.5 million pre-tax charge ($16.5 million after tax, or $.11 per share) for severance costs.
a $9.3 million pre-tax charge ($5.35.4 million after tax, or $.04 per share) for a premium on the redemption of $250.0 million principal amount of our 4.5% notes, which was completed in April 2009.
a $4.2$1.2 million pre-tax charge ($2.60.7 million after tax, or $.01$.00 per share) for the impairment of assets due to the reduced scope of a systems project.
2008
The items below had a net unfavorable effect on our results from continuing operations of $176.5 million, or $1.23 per share:
a $160.4 million pre-tax, non-cash charge ($109.3 million after tax, or $.76 per share) for the impairment of property, plant and equipment, intangible assets and goodwill at the New England Media Group.
a $74.7 million pre-tax charge ($42.6 million after tax, or $.31 per share) for severance costs.
a $19.2 million pre-tax, non-cash charge ($10.7 million after tax, or $.07 per share) for the impairment of an intangible asset at the IHT.
an $18.3 million pre-tax, non-cash charge ($10.4 million after tax, or $.07 per share) for the impairment of assets for a systems project.
a $5.6 million pre-tax, non-cash charge ($3.5 million after tax, or $.02 per share) for the impairment of our 49% ownership interest in Metro Boston.


P. 20 – THE NEW YORK TIMES COMPANY – P. 21


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 30, 201229, 2013, and results of operations for the three years ended December 30, 201229, 2013. 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 leading global multimedia news and information companymedia organization that currently includes newspapers, digital businesses and investments in paper mills and other investments.mills. We had previously classified our businesses into two reportable segments, the News Media Group and the About Group. As a result of the sale of the About Group and effective for the quarter ended September 23, 2012, wecurrently have one reportable segment.
We currently have two divisions:
segment comprising businesses that include The Times, the International New York Times, Media Group, which includes The Times, the IHT, NYTimes.com, international.nytimes.com and related businesses; and
the New England Media Group, which includes the Globe, BostonGlobe.com, Boston.com, the T&G, Telegram.com and related businesses.
In February 2013, we announced that we have retained a strategic adviser in connection with a sale of the New England Media Group and our 49% equity interest in Metro Boston, which publishes a free daily newspaper in the greater Boston area.
Our revenues were $2.0$1.6 billion in 20122013. We generate revenues principally from advertisingcirculation and circulation.advertising. Other revenues primarily consist of revenues from news services/syndication, commercial printing and distribution,digital archives, rental income digital archives and direct mail advertising services.conferences/events. Our main operating costs are employee-related costs and raw materials, primarily newsprint.
Joint Ventures
Our investments accounted for under the equity method are primarily as follows:
a 49% interest in a Canadian newsprint company, Malbaie; and
a 40% interest in a partnership, Madison, operating a supercalendered paper mill in Maine; and
a 49% interest in Metro Boston.Maine.
Discontinued Operations
Results of operations for each of the About Group and the Regional Media Group, which previously was a division of the News Media Group, have been treated as discontinued operations in all periods presented in this report. For further information regarding these discontinued operations, see Note 15 of the Notes to the Consolidated Financial Statements.
About Group
On SeptemberOctober 24, 2012,2013, we completed the sale of the About Group, consisting of About.com, ConsumerSearch.com, CalorieCount.com and related businesses, to IAC/InterActiveCorp for $300.0 million in cash, plus a net working capital adjustment of approximately $17 million. 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.
Regional Media Group
On January 6, 2012, we completed the salesubstantially all of the Regionalassets and operating liabilities of the New England Media Group, consisting of 16 regional newspapers, other print publicationsthe Globe, BostonGlobe.com, Boston.com, the T&G, Telegram.com and related businesses in Alabama, California, Florida, Louisiana, North Carolina and South Carolina, to Halifax Media Holdings LLCproperties, for approximately $140$70 million in cash. The sale resultedcash, subject to customary adjustments. As part of the transaction, we also sold our 49% equity interest in an after-tax gain of $23.6 million in 2012.Metro Boston. The net after-tax proceeds from the sale, including a tax benefit, were approximately $150$74 million.


As a result of the New England Media Group meeting the criteria of being held for sale in the third quarter of 2013, we recorded an impairment charge of $34.3 million reflecting the difference between the expected sales price and the New England Media Group’s net assets at such time. In the fourth quarter of 2013, when the sale was completed, we recognized a pre-tax gain of $47.6 million ($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 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.
P. 22 – THE NEW YORK TIMES COMPANYResults of operations for the New England Media Group, as well as for the About Group and the Regional Media Group that were sold in 2012, have been treated as discontinued operations for all periods presented in this report. For further information regarding our discontinued operations, see “— Discontinued Operations” and Note 15 of the Notes to the Consolidated Financial Statements.


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:
Economic conditions
The business environment in 2012 remained challenging due in large part to uneven economic conditions and uncertainty about the economic outlook. Advertising spending, which drives a significant portion of our revenues, is sensitive to economic conditions. 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. Weak global, national and local economic conditions affect the levels of our advertising revenues. Changes in spending patterns and priorities, including shifts in marketing strategies and budget cuts of key advertisers, in response to weak and uneven economic conditions, have depressed and may continue to depress our advertising revenues.
Secular shift to digital media choices
The competition for advertising revenues in various markets has intensified as a result of the continued development of digital media technologies and platforms.
We have expanded and will continue to expand our digital offerings; however, the largest portion of our revenues are currently from traditional print products where advertising revenues arehave been declining. We believe that the shift from traditional media formsformats to a growing number of digital media choices and changing consumer behavior have contributed to, and are likely to continue to contribute to, a decline in print advertising.
Furthermore, theThe digital advertising marketplace has become increasingly complex and fragmented, particularly as digital advertising networks and exchanges, real-time bidding and other programmatic buyingprogrammatic-buying channels that allow


THE NEW YORK TIMES COMPANY – P. 21


advertisers to buy audience at scale play a more significant role. Competition from a wide variety of digital media and services and a significant increase in inventory in the digital marketplace have affected, and we expect will continue to affect, our ability to attract and retain advertisers and to maintain or increase our advertising rates. In addition, searchadvances in technology has continuedhave led to improvean increasing popularity in the organizationdistribution of news and access to a broad range of Web sitesother content through mobile phones, tablets and online information,other mobile devices, reshaping consumer behavior and expectations for consuming news and information. As economic conditions andThe digital advertising model is still evolving to address these rapid technological changes. Furthermore, as the advertising environment remainremains challenged, media companies have increasingly re-evaluated their business models that have been largely dependent on advertising, with increasing numbers shifting their focus toward various forms of digital subscription models.
Circulation
Circulation is a significant source of revenue for us and an increasingly important driver as the overall composition of our revenues has shifted, and we expect will continue to shift, in response to the transformations in our industry. Circulation revenues are affected by circulation and readership levels. In recent years, our newspaper properties, and the newspaper industry as a whole, have experienced declining print circulation volume. This is due to, among other factors, increased competition from digital platforms and sources other than traditional newspapers (often free to users), decliningchanges in discretionary spending by consumers affected by weak economic conditions, higher subscription and single-copy rates and a growing preference among some consumers for receiving their news from a variety of sources.
Our paid digital subscription model launched in 2011, has created a meaningful new revenue stream. Our ability to retain and continue to build on our digital subscription base and audience for our digital products depends on continued market acceptance of our evolving digital subscription model, consumer habits, pricing, available alternatives from current and new competitors, delivery of high-quality journalism and content that is interesting and relevant to users, an adequate and adaptable onlinedigital infrastructure, terms ofaccess to delivery platforms on acceptable terms and other factors.
Economic conditions
Advertising spending, which drives a significant portion of our revenues, is sensitive to economic conditions. Global, national and local economic conditions affect the levels of our advertising revenues. 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.
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. Our most significant costs are employee-related costs and raw materials, which together accounted for approximately 50% of our total operating costs in 20122013. 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.”


THE NEW YORK TIMES COMPANY – P. 23


Our Strategy
Our results in 2012 reflect our ability to manage the business is operating during a period of transformation for our industry and amidst uncertain and uneven 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.
Focusing on our core business by strengthening and extending The New York Times brand and our brands and digital offerings
BecauseThe sale of the New England Media Group in the fourth quarter of 2013 allows us to focus on The Times brand and on further developing and growing our core business, as well as investing in our transformation to a more digitally-focused multimedia news and information company. Our priority is to better position our streamlined organization for innovation and growth, while maintaining a robust news-gathering operation capable of continuing to provide the high-quality journalism, we believe we have very powerfulnews and trusted brandsinformation that attract educated, affluent and influential audiences. sets our Company apart.
As we continue to face uncertain economic conditions and a challenging advertising environment, we are focused on building on the strength of our brands, particularly The New York Times brand, and extending our digital presence into new products, markets and endeavors.
consumer revenues. The growth in our digital subscriber base in 2012,2013, more than a yeartwo years into the implementation of our paid digital


P. 22 – THE NEW YORK TIMES COMPANY


subscription model, underscores the willingness of our readers and users to pay for the high-quality journalism our news propertieswe provide across multiple platforms. The Times’s paid digital subscription model has created a meaningful new revenue stream that has helped to partially offset the softness in our advertising and print circulation businesses. As home-delivery subscribers receive all digital access for free, we have also seen benefits
We aim to The Times’s home-delivery circulation since the launch of digital subscriptions, with a slight growth in Sunday home-delivery circulation volume in 2012. Due in part to our digital subscription initiatives, 2012 marked the first time in the Company’s history that annual circulation revenues surpassed revenues from advertising. As our news and content are being featured on an increasingly broad range of platforms and devices, we will continue to examine our circulation pricing and pay model in coordination with our overall multiplatform strategy while we focus on buildingbuild our digital subscriber base by increasing engagement and subscription opportunities. As part of our efforts to expand digital subscription sales outside the United States, in the fourth quarter of 2013, we rebranded the International Herald Tribune as the International New York Times to create a single global media brand, and we are focused on further scaling this international opportunity in 2014. In addition, we believe there are consumers who are interested in both lower-priced and premium versions of The Times’s current digital products, and we plan to begin to introduce new options to the market in the first half of 2014.
We believe we have a very powerful and trusted brand that, because of the quality of our journalism, attracts educated, affluent and influential audiences. We are continuing to focus on leveraging our brand and developing and innovating our digital advertising offerings to restore digital advertising revenues to growth. We will also continue to look for opportunities to grow our brands and digital businesses. We plan to further leveragebuild on the strength of The New York Times brand to createexpand our presence into new products, markets and services. Key areas in which we expect to focus include expanding our portfolio of paid digital products, growing our international footprint to exploit the strong global recognition of The New York Times brand, developing more strategic video capabilities, building on our mobile initiatives andendeavors, such as expanding our conference and events business. As part of this plan, we recently announced that the IHT will be rebranded the International New York Times later in 2013. business and developing our e-commerce business and games.
As we continue to look for ways to optimize and monetize our products and services, we remain committed to creating quality content and a quality user experience, regardless of the distribution model of news and information.
In addition, the sale of certain assets, such as the About and Regional Media Groups, has enabled us to focus on further developing and growing our core business, as well as investing in our transition to a more digitally-focused multimedia news and information company. Our priority will be to better position our organization for innovation and growth and to maintain a robust news-gathering operation capable of continuing the high-quality news and information that sets our Company apart.
Managing our expenses
Over the past few years, as we have transformed our Company to respond to the evolving media landscape and rebalanced our portfolio of businesses, we have focused on realigning our cost base to ensure that we are operating our businesses as efficiently, as possible, while maintaining our commitment to investing in high-quality content and achieving our long-term strategy. For the first time in several years, ourOur operating costs increased modestlydecreased in 2012, in part as a result of our investment in our digital capabilities, subscription acquisition efforts2013, mainly due to lower pension expense, raw materials expense, and other digital initiatives. Yet, wesalaries and wage expense. We remained disciplined in our approach toward costs in 20122013 and focused on realigning our work force, finding efficiencies in our production and distribution operations and further leveraging our centralized processes and resources.
We will endeavor to be diligent in reducing expenses and managing legacy costs going forward, but will also remain prepared to invest where appropriate. We expect to continue to invest in growing our business digitally and globally to better position our organization for innovation and growth, which may increase our costs.globally. Managing expenses will remain a priority and our focus will be on identifying operational efficiencies across our organization to respond to the ongoing secular changes in our industry.
Rebalancing and managing our portfolio of businesses
Over the past several years, we have been rebalancing and managing our portfolio of businesses, concentrating more on growth areas, such as digital. We have focused, and will continue to focus, on investing in our expanding digital operations, including our digital pay model and other digital initiatives.


P. 24 – THE NEW YORK TIMES COMPANY


We also continuously evaluate our businesses to determine whether they are meeting our targets for financial performance, growth and return on investment and whether our businesses remain relevant to our strategy and align with our core purpose. As a result, in 2012, we sold the About Group for $300 million in cash, plus a working capital adjustment of approximately $17 million, and the Regional Media Group for approximately $140 million in cash. Over the past few years, we have also sold our ownership interest in Fenway Sports Group. These divestitures have enabled us to focus on the development and growth of our core business and to further invest in our transformation to a more digitally-focused multimedia news and information company. More recently, we announced that we have retained a strategic adviser in connection with a sale of the New England Media Group and our 49% equity interest in Metro Boston.organization.
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.
Over the past few years, we have taken decisive steps to strengthen our liquidity position, including prepaying in August 2011 all $250.0 million outstanding aggregate principal amount of our 14.053% senior unsecured notes due January 15, 2015 (“14.053% Notes”). We have further improved our debt profile by repaying at maturity in September 2012 all $75.0 million outstanding aggregate principal amount of our 4.610% senior notes (“4.610% Notes”). As of December 30, 201229, 2013, we had cash, cash equivalents and marketable securities of approximately $1 billion and total debt and capital lease obligations of approximately $697 million and$684 million. Accordingly, our remaining debt matures in 2015 or later. In addition, we terminated our $125.0 million asset-backed, five-year revolving credit facility in November 2012.
At the end of 2012, we had cash, cash equivalents and short-term investmentsmarketable securities exceeded total debt and capital lease obligations by over $300 million. Our cash position improved in 2013, primarily due to cash flows from operations and the proceeds from the sale of approximately $955 million, compared with approximately $280 million at the end of 2011, even after makingNew England Media Group and our ownership interest in Metro Boston, offset by contributions totaling approximately $144$74 million during 20122013 to certain qualified pension plans and repaying at maturity all $75.0 million of the 4.610% Notes. Our cash position improved significantly in 2012, primarily due to the proceeds from the sales of the About and Regional Media Groups and our ownership interests in Indeed.com and Fenway Sports Group.plans. We believe our cash balance and cash provided by operations, in combination with other financing sources of cash, will be sufficient to meet our financing needs over the next 12 months.
Our main prioritiesIn September 2013, we announced the initiation of a quarterly dividend. A dividend of $0.04 per share was paid on our Class A and Class B Common Stock in October 2013, and an additional dividend of $0.04 per share of Class A and Class B Common Stock was declared in evaluatingDecember 2013 and paid in January 2014. We believe this quarterly dividend allows us to return capital to our usesstockholders while also maintaining the financial flexibility necessary to continue to invest in our transformation and growth initiatives. Given current conditions and continued volatility in advertising revenues, as well as the early stage of cash will be investing to grow our business, returning to sustainable growth in revenue and profitability and finding opportunities to further de-leverage our balance sheet and reduce our exposure under our pension plans. Until we have made progress in these areas,strategy, we believe it is in the best interests of the Company to maintain a conservative balance sheet and therefore, we do not believe that this is the appropriate time to restore a dividend.prudent view of our cash flow going forward.
Managing our pension-related obligationsretirement-related costs
The funded status of our qualified defined benefit pension plans has been adversely affected by the current interest rate environment, and required contributions to our qualified pension plans can have a significant effect on future cash flows. 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 30, 201229, 2013, by approximately $396


THE NEW YORK TIMES COMPANY – P. 23


$80 million, compared with approximately $522$350 million as of December 25, 201130, 2012. The improvement in the funded status of these pension plans was negatively affected byreflects the declineincrease in interest rates in 20122013, although that was more than offset by contributions, solid returns on pension assets, contributions we made in early 2013 and lump-sum payments in connection with an immediate pension benefit offer tothe elimination of obligations resulting from the acceptance by certain former employees.
employees of a one-time lump-sum payment offer in 2012. We made contributions of approximately $144$74 million to certain qualified pension plans in 20122013. The majority of these compared with approximately $144 million in 2012. We expect contributions were discretionary. In January 2013, we made a contribution ofto total approximately $57$16 million to The New York Times Newspaper Guild pension plan, of which $20 million was estimated to be necessary to satisfy minimum funding requirements in 2013. We expect mandatory contributions to other qualified pension plans will increase our total contributions to approximately $71 million for the full year of 2013. We will continue to evaluate whether to make additional discretionary contributions in 2013 to our qualified pension plans depending on cash flows, pension asset performance, interest rates and other factors.2014.
We have taken a number of other steps to manage our pension-related obligations and the resulting volatility of our overall financial condition. In September 2012, we offered certain former employees who participate in The New


THE NEW YORK TIMES COMPANY – P. 25


York Times Companies Pension Plan the option to receive a one-time lump-sum payment equal to the present value of the participant’s pension benefit (payable in cash or rolled over into a qualified retirement plan or IRA) or to commence an immediate monthly annuity. We recorded a non-cash settlement charge of $48.7 million in connection with the lump-sum payments made in the fourth quarter of 2012, which totaled approximately $112 million. These lump-sum payments were made with existing assets of The New York Times Companies Pension Plan and not with Company cash. The lump-sum payments resulted in an actuarial gain of approximately $30 million as of December 30, 2012, thereby improving the underfunded status of The New York Times Companies Pension Plan. The actuarial gain was due to a higher discount rate used to value the lump-sum payments than was used to value the plan’s liabilities as of December 30, 2012.
During 2012, we also modified our investment strategy to reduce the volatility in the funded status of our qualified pension plans. We plan to re-allocate a portion of the pension plan assets from equity investments to fixed-income investments as the pension plans become more fully funded. Over time, we expect to have a significant percentage of the pension plan assets invested in fixed-income instruments.
These steps build on our actions over the last few years as part of our ongoing strategy to address our pension obligations, such asincluding freezing accruals under the qualified defined benefit pension plans that cover both our non-union employees and those covered by collective bargaining agreements. In November 2012, in connection with ratified amendments to a collective bargaining agreement covering employees in The New York Times Newspaper Guild, we froze benefit accruals under the existing defined benefit pension plan, a step that will significantly limit future funding volatility for that plan and, accordingly, volatility of the Company’s overall financial condition. As part of such amendments, we adopted a new, low volatility, defined benefit pension plan, subject to the approval of the Internal Revenue Service, that will significantly reduce funding volatilityService. We have also offered one-time lump-sum payments to certain former employees and accordingly, volatility of the Company’s overall financial condition. Wewe will continue to look for ways to limitreduce the size of our pension obligations.
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 also remain focusedexpect to continue to experience significant volatility in 2014 in our retirement-related costs, including pension, multiemployer pension and retiree medical costs. In 2013, our retirement-related costs declined by approximately $27 million to $18 million (excluding a $6.2 million multiemployer pension plan withdrawal expense in 2013), as pension interest costs were significantly lower and expected earnings on managingplan assets were significantly higher in 2013 than in 2012. In 2014, we expect that retirement-related costs will increase approximately $19 million to $37 million, due principally to a lower expected return on pension plan assets due to a shift in asset mix from equity to bonds, higher interest costs, the impact of the acceleration of prior service costs due to the sale of the New England Media Group on retiree medical costs, and higher expenses associated with our multiemployer pension plans. Certainplan withdrawal obligations.
Our retirement plan obligations have not declined proportionately with the relative size of our business over the years, since we have largely retained all pension liabilities following the sales of the New England and Regional Media Groups. As a result, volatility resulting from changes in what we refer to as our “non-operating retirement costs” may obscure trends in the financial performance of our operating business. Non-operating retirement costs include interest cost, management efforts have created significant withdrawal obligations under theexpected return on plan assets and amortization of actuarial gains and loss components of pension expense; interest cost and amortization of actuarial gains and loss components of retiree medical expense; and all expenses associated with multiemployer pension plansplan withdrawal obligations. These non-operating retirement costs are primarily tied to financial market performance and amortization of 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 participate, such asbelieve reflect the liability assessed against us in 2009 in connection with amendmentsongoing service-related costs of providing pension benefits to various collective bargaining agreements affecting certain multiemployer pension plans. However,our employees. We consider non-operating retirement costs to be outside the performance of the business and we believe these withdrawals are an important steppresenting operating results excluding non-operating retirement costs, in addition to limit pension obligationsour GAAP operating results, will provide increased transparency and a better understanding of the underlying trends in our operating business performance. Beginning in 2014, we will provide supplemental non-GAAP information on adjusted operating costs and adjusted operating profit, in each case adjusted to exclude non-operating retirement costs. We believe that we projected could otherwise have continued to grow over time.this supplemental information will help clarify how the employee benefit costs of our principal plans affect our financial position and how they may affect future operating performance, allowing for a better long-term view of the business.
Outlook
We remain in a challenging business environment, reflecting continuing uncertainty in economic conditions, and an increasingly competitive and fragmented landscape. Advertising revenues continue to be affected by uncertain and uneven economic conditions,landscape, and visibility remains limited.
We expect total advertising revenue trends for the first quarter of 2013 to be below the level experienced in the fourth quarter of 2012, excluding the estimated effect of the additional week in 2012.
Total circulation revenues are projected to increase in the mid-singlelow-single digits in the first quarter of 20132014, compared with the first quarter of 2013, as we expect to benefit from our digital subscription initiatives, as well as from the print circulationhome-delivery price increase at The Times implemented in the first quarter of 2013.2014.
We expect total advertising revenue trends for the first quarter of 2014 to be similar to the trends experienced in the fourth quarter of 2013 based on a 13-week comparison.


P. 24 – THE NEW YORK TIMES COMPANY


We expect operating costs in the first quarter of 20132014 to decreaseincrease in the low- to mid-single digits largely because we will be cycling against approximately $7 million in accelerated depreciation incompared with the first quarter of 2012.2013 as investments around the Company’s strategic growth initiatives accelerate. In addition to higher retirement-related costs described above, we expect that costs related to our growth initiatives will increase by approximately $25 to $30 million in 2014 compared with 2013. We expect that operating profit will be negatively affected by these growth initiatives for the full year 2014, with potential positive contributions to profitability beginning late in 2014.
In addition, we expect the following on a pre-tax basis in 20132014:
Results from joint ventures: $0 to a loss of $1 to $5 million,
Depreciation and amortization: $90$75 to $95$85 million,
Interest expense, net: $55 to $60 million, and
Capital expenditures: $40$35 to $50$45 million.



P. 26 – THE NEW YORK TIMES COMPANY – P. 25


RESULTS OF OPERATIONS
Overview
Fiscal years 2013 and 2011 each comprise 52 weeks and fiscal year 2012 comprises 53 weeks and fiscal years 2011 and 2010 each comprise 52 weeks. The effect of the 53rd week (“additional week”) on revenues and operating costs is discussed below. The following table presents our consolidated financial results:
 Years Ended % Change Years Ended % Change
(In thousands) December 30,
2012

 December 25,
2011

 December 26,
2010

 12-11
 11-10
 December 29,
2013

 December 30,
2012

 December 25,
2011

 13-12
 12-11
 (53 weeks) (52 weeks) (52 weeks)     (52 weeks) (53 weeks) (52 weeks)    
Revenues                    
Circulation $824,277
 $795,037
 $705,163
 3.7
 12.7
Advertising $898,078
 $954,531
 $994,144
 (5.9) (4.0) 666,687
 711,829
 756,148
 (6.3) (5.9)
Circulation 952,968
 862,982
 851,077
 10.4
 1.4
Other 139,034
 135,117
 135,506
 2.9
 (0.3) 86,266
 88,475
 93,263
 (2.5) (5.1)
Total 1,990,080
 1,952,630
 1,980,727
 1.9
 (1.4)
Total revenues 1,577,230
 1,595,341
 1,554,574
 (1.1) 2.6
Operating costs                    
Production costs:                    
Raw materials 136,526
 138,622
 136,639
 (1.5) 1.5
 92,886
 106,381
 108,267
 (12.7) (1.7)
Wages and benefits 443,756
 422,200
 421,067
 5.1
 0.3
 332,085
 331,321
 315,900
 0.2
 4.9
Other 251,946
 249,747
 248,768
 0.9
 0.4
 201,942
 213,616
 216,094
 (5.5) (1.1)
Total production costs 832,228
 810,569
 806,474
 2.7
 0.5
 626,913
 651,318
 640,261
 (3.7) 1.7
Selling, general and administrative costs 901,405
 886,232
 909,909
 1.7
 (2.6) 706,354
 711,112
 687,558
 (0.7) 3.4
Depreciation and amortization 96,758
 94,224
 96,620
 2.7
 (2.5) 78,477
 78,980
 83,833
 (0.6) (5.8)
Total operating costs 1,830,391
 1,791,025
 1,813,003
 2.2
 (1.2) 1,411,744
 1,441,410
 1,411,652
 (2.1) 2.1
Pension settlement expense 48,729
 
 
 N/A
 N/A
 3,228
 47,657
 
 (93.2) N/A
Multiemployer pension plan withdrawal expense 6,171
 
 4,228
 N/A
 *
Other expense 2,620
 4,500
 
 (41.8) N/A
 
 2,620
 4,500
 *
 (41.8)
Impairment of assets 
 9,225
 16,148
 N/A
 (42.9) 
 
 7,458
 N/A
 *
Pension withdrawal expense 
 4,228
 6,268
 N/A
 (32.5)
Operating profit 108,340
 143,652
 145,308
 (24.6) (1.1) 156,087
 103,654
 126,736
 50.6
 (18.2)
Gain on sale of investments 220,275
 71,171
 9,128
 *
 *
 
 220,275
 71,171
 *
 *
Impairment of investments 5,500
 
 
 N/A
 N/A
 
 5,500
 
 *
 N/A
Income from joint ventures 3,004
 28
 19,035
 *
 (99.9)
(Loss)/income from joint ventures (3,215) 2,936
 (270) *
 *
Premium on debt redemption 
 46,381
 
 N/A
 N/A
 
 
 46,381
 N/A
 *
Interest expense, net 62,815
 85,243
 85,062
 (26.3) 0.2
 58,073
 62,808
 85,243
 (7.5) (26.3)
Income from continuing operations before income taxes 263,304
 83,227
 88,409
 *
 (5.9) 94,799
 258,557
 66,013
 (63.3) *
Income tax expense 103,482
 31,932
 33,317
 *
 (4.2) 37,892
 94,617
 21,417
 (60.0) *
Income from continuing operations 159,822
 51,295
 55,092
 *
 (6.9) 56,907
 163,940
 44,596
 (65.3) *
Discontinued operations:       

 

       

 

(Loss)/income from discontinued operations, net of income taxes (112,003) (91,519) 53,613
 22.4
 *
(Loss) from discontinued operations, net of income taxes (20,413) (113,447) (82,799) (82.0) 37.0
Gain on sale, net of income taxes 85,520
 
 13
 N/A
 N/A
 28,362
 85,520
 
 (66.8) N/A
(Loss)/income from discontinued operations, net of income taxes (26,483) (91,519) 53,626
 (71.1) *
Income/(loss) from discontinued operations, net of income taxes 7,949
 (27,927) (82,799) *
 (66.3)
Net income/(loss) 133,339
 (40,224) 108,718
 *
 *
 64,856
 136,013
 (38,203) (52.3) *
Net (income)/loss attributable to the noncontrolling interest (166) 555
 (1,014) *
 *
Net loss/(income) attributable to the noncontrolling interest 249
 (166) 555
 *
 *
Net income/(loss) attributable to The New York Times Company common stockholders $133,173
 $(39,669) $107,704
 *
 *
 $65,105
 $135,847
 $(37,648) (52.1) *
* Represents an increase or decrease in excess of 100%.


THE NEW YORK TIMES COMPANY – P. 27


Revenues
Advertising, circulation and other revenues were as follows:
  Years Ended % Change
(In thousands) December 30,
2012

 December 25,
2011

 December 26,
2010

 12-11
 11-10
  (53 weeks) (52 weeks) (52 weeks)    
The New York Times Media Group          
Advertising $711,829
 $756,148
 $780,424
 (5.9) (3.1)
Circulation 795,037
 705,163
 683,717
 12.7
 3.1
Other 88,475
 93,263
 92,697
 (5.1) 0.6
Total $1,595,341
 $1,554,574
 $1,556,838
 2.6
 (0.1)
New England Media Group          
Advertising $186,249
 $198,383
 $213,720
 (6.1) (7.2)
Circulation 157,931
 157,819
 167,360
 0.1
 (5.7)
Other 50,559
 41,854
 42,809
 20.8
 (2.2)
Total $394,739
 $398,056
 $423,889
 (0.8) (6.1)
Total Company          
Advertising $898,078
 $954,531
 $994,144
 (5.9) (4.0)
Circulation 952,968
 862,982
 851,077
 10.4
 1.4
Other 139,034
 135,117
 135,506
 2.9
 (0.3)
Total $1,990,080
 $1,952,630
 $1,980,727
 1.9
 (1.4)
Advertising Revenues
Advertising revenues are primarily determined by the volume, rate and mix of advertisements. Advertising spending, which drives a significant portion of revenues, is sensitive to economic conditions and the ongoing transformation in our industry. During 2012, the advertising marketplace remained challenging as advertisers continued to exercise caution in response to the uneven economic environment and uncertainty about the economic outlook. Changes in spending patterns and marketing strategies of our advertisers in response to such conditions and an increasingly complex and fragmented digital advertising marketplace contributed to declines in advertising revenues during 2012. The market for standard Web-based digital display advertising has also been challenging, due to an abundance of available advertising inventory and a shift toward digital advertising networks and exchanges, real-time bidding and other programmatic buying channels that allow advertisers to buy audience at scale, which has led to downward pricing pressure.
In 2012, total advertising revenues decreased primarily due to lower print advertising revenues across all advertising categories, partially offset by the effect of the additional week in 2012. Print advertising revenues, which represented approximately 76% of total advertising revenues, declined 7.7% in 2012 compared with 2011, due to weakness in national, classified and retail advertising. Digital advertising revenues in 2012 were flat compared with 2011, as growth in national and retail display advertising revenues, driven in part by the effect of the additional week in 2012, was partially offset by declines in classified advertising revenues.
In 2011, total advertising revenues decreased primarily due to lower print advertising revenues across all advertising categories, offset in part by growth in digital advertising revenues. Print advertising revenues, which represented approximately 78% of total advertising revenues, declined 7.2% in 2011 compared with 2010, led by weakness in national and retail advertising revenues. Digital advertising revenues grew 9.0% in 2011 compared with 2010, primarily due to growth in national display advertising revenues.



P. 2826 – THE NEW YORK TIMES COMPANY


Revenues
Advertising revenues (printCirculation, advertising and digital) by categoryother revenues were as follows:
 Years Ended % Change Years Ended % Change
(In thousands) December 30,
2012

 December 25,
2011

 December 26,
2010

 12-11
 11-10
 December 29,
2013

 December 30,
2012

 December 25,
2011

 13-12
 12-11
 (53 weeks) (52 weeks) (52 weeks)     (52 weeks) (53 weeks) (52 weeks)    
National $601,630
 $639,626
 $654,202
 (5.9) (2.2)
Retail 153,217
 159,259
 171,495
 (3.8) (7.1)
Classified 117,675
 128,515
 140,760
 (8.4) (8.7)
Circulation $824,277
 $795,037
 $705,163
 3.7
 12.7
Advertising 666,687
 711,829
 756,148
 (6.3) (5.9)
Other 25,556
 27,131
 27,687
 (5.8) (2.0) 86,266
 88,475
 93,263
 (2.5) (5.1)
Total $898,078
 $954,531
 $994,144
 (5.9) (4.0) $1,577,230
 $1,595,341
 $1,554,574
 (1.1) 2.6
Below is a percentage breakdown of 2012 advertising revenues (print and digital) by division:
 National
Retail
and
Preprint
Classified
Total
Classified
Other
Advertising
Revenues
Total
  
Help
Wanted
Real
Estate
AutoOther
The New York Times Media Group77%13%2%4%1%2%9%1%100%
New England Media Group30
31
5
6
10
7
28
11
100
Total Company67
17
3
4
3
3
13
3
100
The New York Times Media Group
Total advertising revenues decreased in 2012 compared with 2011 due to lower print and digital advertising revenues, partially offset by the effect of the additional week in 2012. Print advertising revenues were affected by declines in advertiser spending in most advertising categories, reflecting the continued uneven U.S. economic environment, uncertain global conditions and the secular transformation of our industry. Market factors, including the weak economic climate and an increasingly competitive landscape, also contributed to reduced spending on digital platforms and pricing pressure in digital advertising. Digital advertising revenues declined slightly overall, primarily due to declines in the real estate classified advertising category, partially offset by improvement in the national and retail display advertising categories, which benefited in part from the additional week in 2012.
Total advertising revenues declined mainly due to lower national and classified advertising revenues in 2012 compared with 2011. Total national advertising revenues decreased reflecting the uncertain economic environment, which led to declines mainly in the financial services, studio entertainment, corporate and technology categories, partially offset by growth in the luxury category. The soft economic environment, coupled with secular changes in our industry, contributed to declines in total classified advertising revenues, primarily in the real estate and automotive categories.
Total advertising revenues declined in 2011 compared with 2010 due to lower print advertising revenues, offset in part by growth in digital advertising revenues. Print advertising revenues were negatively affected by the declines in advertiser spending in all advertising categories, reflecting the continued uneven economic environment, global events and secular forces. Growth in digital advertising revenues was driven by increased spending on digital platforms, primarily in the national display category.
While total national, classified and retail advertising revenues declined, total classified advertising revenue trends improved as the rate of decline moderated in 2011 compared with 2010. The continued uneven economic conditions and secular changes in our industry contributed to lower advertising revenues in 2011 compared with 2010. Total national advertising revenues decreased led by declines in the travel, corporate and financial services categories, offset in part by gains in the luxury and technology categories. The declines in total classified advertising revenues were primarily in the real estate and automotive categories. Total retail advertising revenues declined as advertisers reduced spending in the face of the uncertain economic climate, coupled with secular changes in our industry, primarily in the mass market, home furnishings and department stores advertising categories.


THE NEW YORK TIMES COMPANY – P. 29


New England Media Group
Total advertising revenues declined in 2012 compared with 2011 due to declines in print advertising revenues, partially offset by growth in digital advertising revenues and the effect of the additional week in 2012. The decline in print advertising revenues was driven by lower advertising in most categories, reflecting uncertain national and local economic conditions and secular changes in our industry. Digital advertising revenues grew, primarily in the automotive classified and retail advertising categories, mainly as a result of the effect of the additional week in 2012.
Total advertising revenues declined mainly due to lower retail, national and classified advertising revenues in 2012 compared with 2011. The uncertain national and local economic conditions continued to negatively affect total retail advertising revenues, as retailers cut spending mainly in the department stores and home furnishings categories. Total national advertising revenues decreased primarily due to declines in the banks and financial services categories. While the soft economic environment, coupled with secular changes in our industry, contributed to declines in total classified advertising revenues, primarily in the real estate category, advertisers increased spending in the automotive and help-wanted categories.
Total advertising revenues declined in 2011 compared with 2010 due to declines in print advertising revenues, partially offset by growth in digital advertising revenues. The decline in print advertising revenues was driven by lower advertising in all categories, reflecting uncertain national and local economic conditions and secular forces in our industry. The increase in digital advertising revenues was due to higher spending in the national and automotive classified categories.
While total retail, national and classified advertising revenues declined, an improvement was seen in the retail advertising revenue trend as the rate of decline moderated in 2011 compared with 2010. The uncertain national and local economic conditions continued to negatively affect total retail advertising revenues, as retailers cut spending mainly in the department stores and home furnishings categories. The uneven economic environment, coupled with secular changes in our industry, contributed to declines in total national advertising revenues led by lower advertiser spending in the financial services, telecommunications and studio entertainment categories. These factors also adversely affected total classified advertising revenues, primarily in the real estate category.
Circulation Revenues
Circulation revenues are based on the number of copies of the printed newspaper (through home-delivery subscriptions and single-copy and bulk sales) and digital subscriptions sold and the rates charged to the respective customers. Total circulation revenues consist of revenues from our print and digital products, including our digital-only subscription packages, e-readers and replica editions.
Circulation revenues increased in 2013 compared with 2012 primarily due to growth in our digital subscription base and the increase in print home-delivery prices at The Times, digitaloffset by a decline resulting from fewer print copies sold and the effect of the additional week in 2012. Revenues from our digital-only subscription packages, on NYTimes.come-readers and across other digital platforms, which beganreplica editions were $149.1 million in the second quarter2013 compared with $111.7 million in 2012, an increase of 2011, as well as BostonGlobe.com and digital subscription packages at the IHT, which started in the fourth quarter of 2011.33.5%.
Circulation revenues increased in 2012 compared with 2011 mainly as growth in our digital subscriptions,subscription base, the increase in print circulationhome-delivery prices in the first half of 2012 at The Times and the Globe, and the effect of the additional week in 2012 offset a decline resulting from fewer print copies sold. Revenues from our digital-only subscription packages, e-readers and replica editions were $111.7 million in 2012 compared with $44.3 million in 2011. In addition, as home-delivery subscribers receive all digital access for free, we saw benefits to The Times’s home-delivery circulation with a slight growth in Sunday home-delivery circulation volume in 2012 compared with 2011.
CirculationAdvertising Revenues
Advertising revenues (print and digital) by category were as follows:
  Years Ended % Change
(In thousands) December 29,
2013

 December 30,
2012

 December 25,
2011

 13-12
 12-11
  (52 weeks) (53 weeks) (52 weeks)    
National $522,085
 $545,888
 $579,695
 (4.4) (5.8)
Retail 82,614
 95,709
 95,301
 (13.7) 0.4
Classified 57,069
 64,575
 74,084
 (11.6) (12.8)
Other 4,919
 5,657
 7,068
 (13.0) (20.0)
Total $666,687
 $711,829
 $756,148
 (6.3) (5.9)
Below is a percentage breakdown of 2013 and 2012 advertising revenues (print and digital):
 National
Retail
and
Preprint

Classified
Total
Classified

Other
Advertising
Revenues

Total
 
Help
Wanted

Real
Estate

Auto
Other
201378%12%2%4%%3%9%1%100%
201277%13%2%4%1%2%9%1%100%
Advertising revenues are primarily determined by the volume, rate and mix of advertisements. Advertising spending, which drives a significant portion of revenues, is sensitive to economic conditions and affected by the


THE NEW YORK TIMES COMPANY – P. 27


continuing transformation of our industry. During 2013, advertising revenues remained under pressure due to ongoing secular trends and economic factors. Changes in 2011 increasedthe spending patterns and marketing strategies of our advertisers in response to such conditions and an increasingly complex and fragmented digital advertising marketplace contributed to declines in advertising revenues during 2013. The market for standard web-based digital display advertising continues to experience challenges, due to an abundance of available advertising inventory and a shift toward automation, including digital advertising networks and exchanges, real-time bidding and other programmatic-buying channels that allow advertisers to buy audience at scale, which has led to downward pricing pressure.
In 2013, total advertising revenues decreased primarily due to lower print advertising revenues across all advertising categories and the effect of the additional week in 2012. Print advertising revenues, which represented approximately 76% of total advertising revenues, declined 7.0% in 2013 compared with 2010 as2012, due to weakness in national, retail and classified advertising. Digital advertising revenues declined 4.3% in 2013 compared with 2012 due to declines in national and classified advertising revenues, driven in part by the additioneffect of digital subscription offerings primarily at The Timesthe additional week in 2012, partially offset a decline in print copies sold. In addition, during 2011, the rate of home-delivery circulation volume declines moderated at The Times, withby an increase in new home-delivery ordersretail advertising revenues.
By category, total advertising revenues declined in 2013 compared with 2012 mainly due to lower retail and improved retention rates followingclassified advertising revenues, partially driven by the launcheffect of the additional week in 2012. Total retail advertising revenues declined as advertisers reduced spending in the face of uneven economic conditions, primarily in the department stores, fashion jewelry and mass market categories. The Timesuncertain economic environment, coupled with secular changes in our industry, contributed to declines in total classified advertising revenues, primarily in the real estate, automotive and help wanted categories. Total national advertising revenues decreased mainly in the financial services, entertainment, department store and hotel categories, partially offset by growth in the telecommunications and corporate categories.
In 2012, total advertising revenues decreased compared with 2011 due to lower print and digital subscriptions.advertising revenues, partially offset by the effect of the additional week in 2012. Print advertising revenues were affected by declines in advertiser spending in most advertising categories, reflecting the continued uneven U.S. economic environment, uncertain global conditions and the secular transformation of our industry. Print advertising revenues, which represented approximately 76% of total advertising revenues in 2012, declined 7.4% in 2012 compared with 2011, due to weakness in national, retail and classified advertising. Market factors, including an increasingly competitive landscape, also contributed to reduced spending on digital platforms and pricing pressure in digital advertising. Digital advertising revenues in 2012 decreased slightly compared with 2011 primarily due to declines in the real estate classified advertising category, partially offset by improvement in the national and retail display advertising categories, which benefited in part from the additional week in 2012.
By category, total advertising revenues declined in 2012 compared with 2011 mainly due to lower national and classified advertising revenues. Total national advertising revenues decreased reflecting the uncertain economic environment, which led to declines mainly in the financial services, studio entertainment, corporate and technology categories, partially offset by growth in the luxury category. The soft economic environment, coupled with secular changes in our industry, contributed to declines in total classified advertising revenues, primarily in the real estate and automotive categories.
Other Revenues
Other revenues consist primarily of revenues from news services/syndication, commercial printing and distribution,digital archives, rental income digital archives and direct mail advertising services.conferences/events.
Other revenues increaseddecreased in 2013 compared with 2012, mainly due to our exit from the education business at the end of 2012.
Other revenues decreased in 2012 compared with 2011, mainly due to higher commercial printingthe sale of Baseline and distribution revenuesour exit from the education business at the New England Media Group.
Other revenues decreased slightly in 2011 compared with 2010.end of 2012.


P. 3028 – THE NEW YORK TIMES COMPANY


Operating Costs
Operating costs were as follows:
 Years Ended % Change Years Ended % Change
(In thousands) December 30,
2012

 December 25,
2011

 December 26,
2010

 12-11
 11-10
 December 29,
2013

 December 30,
2012

 December 25,
2011

 13-12
 12-11
 (53 weeks)
 (52 weeks)
 (52 weeks)
     (52 weeks)
 (53 weeks)
 (52 weeks)
    
Production costs:                    
Raw materials $136,526
 $138,622
 $136,639
 (1.5) 1.5
 $92,886
 $106,381
 $108,267
 (12.7) (1.7)
Wages and benefits 443,756
 422,200
 421,067
 5.1
 0.3
 332,085
 331,321
 315,900
 0.2
 4.9
Other 251,946
 249,747
 248,768
 0.9
 0.4
 201,942
 213,616
 216,094
 (5.5) (1.1)
Total production costs 832,228
 810,569
 806,474
 2.7
 0.5
 626,913
 651,318
 640,261
 (3.7) 1.7
Selling, general and administrative costs 901,405
 886,232
 909,909
 1.7
 (2.6) 706,354
 711,112
 687,558
 (0.7) 3.4
Depreciation and amortization 96,758
 94,224
 96,620
 2.7
 (2.5) 78,477
 78,980
 83,833
 (0.6) (5.8)
Total operating costs $1,830,391
 $1,791,025
 $1,813,003
 2.2
 (1.2) $1,411,744
 $1,441,410
 $1,411,652
 (2.1) 2.1
The components of operating costs as a percentage of total operating costs were as follows:
Years EndedYears Ended
December 30,
2012

December 25,
2011

December 26,
2010

December 29,
2013

December 30,
2012

December 25,
2011

(53 weeks)
(52 weeks)
(52 weeks)
(52 weeks)
(53 weeks)
(52 weeks)
Components of operating costs as a percentage of total operating costs  
Wages and benefits42%41%42%40%40%40%
Raw materials7%8%8%7%7%7%
Other operating costs46%46%45%47%47%47%
Depreciation and amortization5%5%5%6%6%6%
Total100%100%100%100%100%100%
The components of operating costs as a percentage of total revenues were as follows:
Years EndedYears Ended
December 30,
2012

December 25,
2011

December 26,
2010

December 29,
2013

December 30,
2012

December 25,
2011

(53 weeks)
(52 weeks)
(52 weeks)
(52 weeks)
(53 weeks)
(52 weeks)
Components of operating costs as a percentage of total revenues  
Wages and benefits38%38%39%36%36%36%
Raw materials7%7%7%6%7%7%
Other operating costs42%42%41%43%42%43%
Depreciation and amortization5%5%5%5%5%5%
Total92%92%92%90%90%91%
Production Costs
Production costs decreased in 2013 compared with 2012 primarily due to lower raw materials expense (approximately $13 million), mainly newsprint, outside printing costs (approximately $9 million) and pension expense (approximately $3 million), offset in part by higher compensation costs (approximately $4 million). Newsprint expense declined 16.2% in 2013, with 9.8% from lower consumption and 6.4% from lower pricing. Cost savings from contract negotiations mainly contributed to lower outside printing costs. Compensation costs increased


THE NEW YORK TIMES COMPANY – P. 31
29


Production Costsmainly due to new hires related to our digital initiatives and lower capitalized salary costs, offset by the additional week in 2012.
Production costs increased in 2012 compared with 2011 primarily due to higher compensation costs (approximately $17$16 million) and various other costs, offset in part by lower outside printing costs (approximately $5$6 million) and raw materials expense (approximately $2 million), mainly newsprint. Compensation costs increased mainly due to new hires for our digital initiatives, the effect of the additional week in 2012 and annual salary increases. Cost savings from the expiration of certain contractual commitments and contract negotiations mainly contributed to lower outside printing costs. Newsprint expense declined 1.2% in 2012, with 3.4% from lower consumption offset in part by 2.2% from higher pricing.
Total productionSelling, General and Administrative Costs
Selling, general and administrative costs increaseddecreased in 20112013 compared with 20102012 primarily due to lower pension expense (approximately $18 million) and salaries and wage expenses (approximately $10 million) offset by higher other compensation costs (approximately $5 million), higher raw materials expense (approximately $2 million), primarily newsprint, and various other costs, offset in part by lower outside printing costs (approximately $5$13 million). Compensation costs increased mainlyprimarily due to costs associated with ournew hires related to digital initiatives. Cost-saving initiatives primarily contributed to the declines in outside printing costs. Newsprint expense increased 2.5%, with 8.3% from higher pricing offset in part by 5.8% from lower consumption. Newsprint prices were higher in the first half of 2011 compared with the same period in 2010.
Selling, General and Administrative Costsannual salary merit increases.
Selling, general and administrative costs increased in 2012 compared with 2011 primarily due to higher costs associated with our commercial printing and distribution operationspromotion (approximately $6$4 million), severance (approximately $5$2 million), promotion (approximately $4 million), and various other costs and the effect of the additional week in 2012, offset in part by lower professional fees (approximately $7 million). Costs associated with our commercial printing and distribution operations increased mainly as a result of a new contract related to the New England Media Group’s commercial distribution operations. Severance costs were higher due to the level of workforce reduction programs year-over-year. Promotion costs were higher mainly due to our digital initiatives and print circulation marketing at The Times. Professional fees were lower due to the level of consulting services.
Total selling, general and administrative costs in 2011 decreased compared with 2010 primarily due to lower compensation costs (approximately $38 million) and professional fees (approximately $7 million), partially offset by higher promotion (approximately $13 million) and severance (approximately $9 million) costs. Compensation costs declined mainly as a result of lower variable compensation expense. The decline in professional fees mainly resulted from the costs incurred in the prior year associated with our digital initiatives as well as cost-saving initiatives. Promotion costs were higher mainly because of the launch of digital subscription packages at The Times in 2011. Severance costs were higher due to the level of workforce reduction programs year-over-year.
Depreciation and Amortization
Depreciation and amortization expense increased in 2012 compared with 2011, primarily Professional fees were lower due to the $6.7 millionlevel of accelerated depreciation expense recognized for certain assets at T&G’s facility in Millbury, Mass., associated with the consolidation of most of T&G’s printing into the Globe’s facility in Boston, Mass., which was completed early in the second quarter of 2012.consulting services.
Other Items
Pension Settlement Expense
As part of our strategy to reduce our pension obligations and the resulting volatility of our overall financial condition, during 2013 and 2012, we offered one-time lump-sum payments to certain former employees. The lump-sum payment offers each resulted in Septembersettlement charges due to the acceleration of the recognition of the accumulated unrecognized actuarial loss.
2013
In the fourth quarter of 2013, we recorded a $3.2 million non-cash settlement charge in connection with one-time lump-sum payments made to certain former employees who participated in a non-qualified pension plan. Total lump-sum payments made in the fourth quarter of 2013 were approximately $11 million and were paid out of Company cash.
2012
In 2012, we offered certain former employees who participateparticipated in The New York Times Companies Pension Plan the option to receive a one-time lump-sum payment equal to the present value of the participant’s pension benefit (payable in cash or rolled over into a qualified retirement plan or IRA) or to commence an immediate monthly annuity.
Approximately 2,600 eligible terminated vested participants in The New York Times Companies Pension Plan accepted the offer in the fourth quarter of 2012. The actual amount of the settlement was actuarially determined, which resulted in the acceleration of the recognition of the accumulated unrecognized actuarial loss. Therefore, weoffer. We recorded a non-cash settlement charge of $48.7$47.7 million in connection with the lump-sum payments made in the fourth quarter of 2012, which totaled approximately $112 million. These lump-sum payments were made without of existing assets of The New York Times Companies Pension Plan and not with Company cash. The lump-sum payments resulted in an actuarial gain of approximately $30 million as of December 30, 2012, thereby improving the underfunded status of


P. 32 – THE NEW YORK TIMES COMPANY


The New York Times Companies Pension Plan. The actuarial gain was due to a higher discount rate used to value the lump-sum payments than was used to value the plan’s liabilities as of December 30, 2012.
Multiemployer Pension Plan Withdrawal Expense
Over the past few years, certain events, such as amendments to various collective bargaining agreements and the sales of the New England Media Group and the Regional 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.


P. 30 – THE NEW YORK TIMES COMPANY


Our multiemployer pension plan withdrawal liability was approximately $119 million as of December 29, 2013 and $109 million as of December 30, 2012. This liability represents the present value of the obligations related to complete and partial withdrawals from certain plans, as well as an estimate of future partial withdrawals that we considered probable and reasonably estimable. For the plans that have yet to provide us with a demand letter, the actual liability will not be fully known until those plans 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.
2013
In the third quarter of 2013, we recorded an estimated charge of $6.2 million related to a partial withdrawal obligation under a multiemployer pension plan.
2012
There were nominal charges in 2012 for withdrawal obligations related to our multiemployer pension plans.
2011
In 2011, we recorded an estimated charge of $4.2 million for multiemployer pension plan withdrawal obligations.
Other Expense
2012
In 2012, we recorded a $2.6 million charge in connection with a legal settlement.
2011
In 2011, we recorded a $4.5 million charge for a retirement and consulting agreement in connection with the retirement of our former chief executive officer at the end of 2011.
Impairment of Assets
2011
In the second quarter of 2011, we classified certain assets as held for sale, primarily of Baseline. The carrying value of these assets was greater than their fair value, less cost to sell, resulting in an impairment of certain intangible assets and property totaling $9.2$7.5 million. The impairment charge reduced the carrying value of intangible assets to zero and the property to a nominal value. The fair value for these assets was determined by estimating the most likely sale price with a third-party buyer based on market data. In October 2011, we completed the sale of Baseline, which resulted in a nominal gain.
2010
We consolidated the printing facility of the Globe in Billerica, Mass., into the Boston, Mass., printing facility in the second quarter of 2009. After exploring different opportunities for the assets at Billerica, we entered into an agreement in the third quarter of 2010 to sell the majority of these assets to a third party. Therefore, assets with a carrying value of approximately $20 million were written down to their fair value, resulting in a $16.1 million impairment charge in 2010.
Pension Withdrawal Expense
Over the past three years, certain events, such as amendments to various collective bargaining agreements, 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. We recorded an estimated charge for pension plan withdrawal obligations of $4.2 million in 2011 and $6.3 million in 2010. There were nominal charges in 2012 for withdrawal obligations related to our multiemployer pension plans. Our multiemployer pension plan withdrawal liability was approximately $109 million as of December 30, 2012, and $100 million as of December 25, 2011. This liability represents the present value of the obligations related to complete and partial withdrawals from certain plans, as well as an estimate of future partial withdrawals that we considered probable and reasonably estimable. For the plans that have yet to provide us with a demand letter, the actual liability will not be known until those plans 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.
NON-OPERATING ITEMS
Income from Joint Ventures
As of December 30, 2012, we had investments in Metro Boston, two paper mills (Malbaie and Madison) and quadrantONE that were accounted for under the equity method. Our proportionate share of the operating results of these investments is recorded in “Income from joint ventures” in our Consolidated Statements of Operations. See Note 7 of the Notes to the Consolidated Financial Statements for additional information regarding these investments.
In 2012, we had income from joint ventures of $3.0 million compared with $28,000 in 2011. Joint venture results in 2012 were primarily impacted by improved results from the paper mills and the sale of our ownership interest in Fenway Sports Group. We changed the accounting for our ownership interest in Fenway Sports Group from the equity method to the cost method after the sale of a portion of our ownership interest in February 2012 reduced our influence on the operations of Fenway Sports Group. Therefore, starting in February 2012, we no longer recognized our proportionate share of the operating results of Fenway Sports Group in joint venture results in our Consolidated Statements of Operations.


THE NEW YORK TIMES COMPANY – P. 33


In 2011, we had income from joint ventures of $28,000 compared with $19.0 million in 2010. In 2010, we recorded a pre-tax gain of $12.7 million from the sale of an asset at one of the paper mills in which we have an investment. Our share of the pre-tax gain, after eliminating the noncontrolling interest portion, was $10.2 million. The $12.7 million gain is included in “Income from joint ventures” in our Consolidated Statements of Operations. Excluding this gain, joint venture results in 2011 were negatively impacted by Fenway Sports Group’s acquisition of Liverpool Football Club, mainly due to the amortization expense associated with the purchase, offset in part by improved results driven by higher paper selling prices at both paper mills in which we have investments.
Gain on Sale of Investments
2012
In the fourth quarter of 2012, Indeed.com, a search engine for jobs in which we had an ownership interest, was sold. The proceeds from the sale of our interest were approximately $167 million and we recognized a pre-tax gain of $164.6 million.
In the first quarter of 2012, we sold 100 of our units in Fenway Sports Group for an aggregate price of $30.0 million, resulting in a pre-tax gain of $17.8 million, and in the second quarter of 2012, we sold our remaining 210 units for an aggregate price of $63.0 million, resulting in a pre-tax gain of $37.8 million.
2011
In the third quarter of 2011, we sold 390 of our units in Fenway Sports Group, resulting in a pre-tax gain of $65.3 million.
In the first quarter of 2011, we sold a minor portion of our interest in Indeed.com, resulting in a pre-tax gain of $5.9 million.

2010

In the second quarter of 2010, we recognized a pre-tax gain of $9.1 million resulting from the sale of 50 of our units in Fenway Sports Group.THE NEW YORK TIMES COMPANY – P. 31


Impairment of Investments
In 2012, we recorded non-cash impairment charges of $5.5 million to reduce the carrying value of certain investments to fair value. The impairment charges were primarily related to our investment in Ongo Inc., a consumer service for reading and sharing digital news and information from multiple publishers.
(Loss)/Income from Joint Ventures
As of December 29, 2013, we had investments in paper mills that were accounted for under the equity method (Malbaie and Madison). Our proportionate share of the operating results of these investments is recorded in “(Loss)/income from joint ventures” in our Consolidated Statements of Operations. See Note 7 of the Notes to the Consolidated Financial Statements for additional information regarding these investments.
In the fourth quarter of 2013, as part of the sale of the New England Media Group, we sold our 49% equity interest in Metro Boston, and classified the results as discontinued operations for all periods presented. See Note 15 of the Notes to the Consolidated Financial Statements for additional information.
In 2013, we had loss from joint ventures of $3.2 million compared with income of $2.9 million in 2012. Joint venture results in 2013 were primarily due to lower results for the paper mills in which we have an investment.
In 2012, we had income from joint ventures of $2.9 million compared with a loss of $0.3 million in 2011. Joint venture results in 2012 were primarily impacted by improved results from the paper mills and the sale of our ownership interest in Fenway Sports Group. We changed the accounting for our ownership interest in Fenway Sports Group from the equity method to the cost method after the sale of a portion of our ownership interest in February 2012 reduced our influence on the operations of Fenway Sports Group. Therefore, starting in February 2012, we no longer recognized our proportionate share of the operating results of Fenway Sports Group in joint venture results in our Consolidated Statements of Operations.
Premium on Debt Redemption
On August 15, 2011, we prepaid in full all $250.0 million outstanding aggregate principal amount of theour 14.053% Notes.senior unsecured notes due January 15, 2015 (“14.053% Notes”). The prepayment totaled approximately $280 million, comprising (1) the $250.0 million aggregate principal amount of the 14.053% Notes, (2) approximately $3 million representing all interest that was accrued and unpaid on the 14.053% Notes, and (3) a make-whole premium amount of approximately $27 million due in connection with the prepayment. We funded the prepayment from available cash. As a result of this prepayment, we recorded a $46.4 million pre-tax charge in the third quarter of 2011 and saved, and expect to save, in excess of $39 million annually in interest expense through January 15, 2015, the original maturity date.
Interest Expense, Net
Interest expense, net, was as follows:
  Years Ended
(In thousands) December 30,
2012

 December 25,
2011

 December 26,
2010

Cash interest expense $58,726
 $79,187
 $79,349
Non-cash amortization of discount on debt 4,516
 6,933
 7,251
Capitalized interest (17) (427) (299)
Interest income (410) (450) (1,239)
Total interest expense, net $62,815
 $85,243
 $85,062


P. 34 – THE NEW YORK TIMES COMPANY
  Years Ended
(In thousands) December 29,
2013

 December 30,
2012

 December 25,
2011

Cash interest expense $54,811
 $58,719
 $79,187
Non-cash amortization of discount on debt 4,777
 4,516
 6,933
Capitalized interest 
 (17) (427)
Interest income (1,515) (410) (450)
Total interest expense, net $58,073
 $62,808
 $85,243
Interest expense, net decreased in 2013 compared with 2012 due to a lower level of debt outstanding as a result of repurchases and, in the fourth quarter of 2012, a charge associated with the termination of our $125.0 million revolving credit facility.


Interest expense, net decreased in 2012 compared with 2011 mainly due to the prepayment in August 2011 of the 14.053% Notes and our payment at maturity in September 2012 of all $75.0 million outstanding aggregate principal amount of theour 4.610% Notes,senior notes (“4.610% Notes”), offset in part by chargesa charge related to the termination of our revolving credit facility in 2012 and a charge related to the repurchase of $5.9 million principal amount of our 5.0% senior unsecured notes due in 2015.2012.


We had lower interest expense in 2011 compared with 2010 due to the prepayment in August 2011 of our 14.053% Notes. However, this was more than offset by higher interest expense in connection with the issuance of the $225.0 million aggregate principal amount of our 6.625% senior unsecured notes due December 15, 2016 (“6.625% Notes”) in November 2010 and lower interest income from a loan to a third-party, which was repaid in October 2010.P. 32 – THE NEW YORK TIMES COMPANY


Income Taxes
We had income tax expense of $103.5$37.9 million on pre-tax income of $263.3$94.8 million in 2013. Our effective tax rate was 40.0% in 2013. The effective tax rate for 2013 was favorably affected by strong returns on corporate-owned life insurance investments and approximately $1.8 million for the reversal of reserves for uncertain tax positions due to the lapse of applicable statutes of limitations.
We had income tax expense of $94.6 million on pre-tax income of $258.6 million in 2012. Our effective tax rate was 39.3%36.6% in 2012. The effective tax rate for 2012 was favorably affected by a lower income tax rate on the sale of our ownership interest in Indeed.com.
We had income tax expense of $31.9$21.4 million on pre-tax income of $83.2$66.0 million in 2011. Our effective tax rate was 38.4%32.4% in 2011. The effective tax rate for 2011 was favorably affected by approximately $12 million for the reversal of reserves for uncertain tax positions, primarily due to the lapse of applicable statutes of limitations.
We had income tax expenseDiscontinued Operations
New England Media Group
In the fourth quarter of $33.3 million on pre-tax income2013, we completed the sale of $88.4substantially all of the assets and operating liabilities of the New England Media Group, consisting of the 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 2010. Our effectivecash, subject to customary adjustments. The net after-tax proceeds from the sale, including a tax rate was 37.7% in 2010. The effective tax rate for 2010 was favorably affected bybenefit, were approximately $22 million for the reversal of reserves for uncertain tax positions due to the closing of tax audits and the lapse of applicable statutes of limitations and unfavorably affected by an $11.4 million tax charge as described below.$74 million.
The Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act, which were enacted in 2010, eliminated the tax deductibility of certain retiree health-care costs, beginning January 1, 2013, to the extent of federal subsidies received by plan sponsors that provide retiree prescription drug benefits equivalent to Medicare Part D. Because the future anticipated retiree health-care liabilities and related subsidies were already reflected in our financial statements, this legislation required us to reduce the related deferred tax asset recognized in our financial statements. As a result of the New England Media Group meeting the criteria of being held for sale in the third quarter of 2013, we recorded a taxan impairment charge of $11.4$34.3 million reflecting the difference between the expected sales price and the New England Media Group’s net assets at such time. In the fourth quarter of 2013, when the sale was completed, 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 plan amendments announced in 2010 for theprior years, and is due to a reduction in the expected years of future tax benefitsCompany service for retiree health benefits resulting fromemployees at the federal health-care legislation enacted in 2010.New England Media Group.
Discontinued OperationsThe results of operations of the New England Media Group have been classified as discontinued operations for all periods presented and certain assets and liabilities are classified as held for sale for all periods presented.
About Group
On September 24,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 $300.0 million in cash, plus a net working capital adjustment of approximately $17 million. TheIn 2012, the sale resulted in a pre-tax gain of $96.7 million ($61.9 million after-tax)after tax). The net after-tax proceeds from the sale were approximately $291 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.
Regional Media Group
On January 6, 2012, we completed the sale of the Regional Media Group, consisting of 16 regional newspapers, other print publicationspresented 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).
The results of operations for the Regional Media Group, which had previously been included in the News Media Group reportable segment, have beencertain assets are classified as discontinued operationsheld for all periods presented.


THE NEW YORK TIMES COMPANY – P. 35


Discontinued operations are summarized in the following charts:
 Year Ended December 30, 2012
(In thousands)About Group Regional Media Group Total
Revenues$74,970
 $6,115
 $81,085
Total operating costs51,140
 8,017
 59,157
Impairment of goodwill194,732
 
 194,732
Pre-tax loss(170,902) (1,902) (172,804)
Income tax benefit(60,065) (736) (60,801)
Loss from discontinued operations, net of income taxes(110,837) (1,166) (112,003)
Gain/(loss) on sale, net of income taxes:     
Gain/(loss) on sale96,675
 (5,441) 91,234
Income tax expense/(benefit)(1)
34,785
 (29,071) 5,714
Gain on sale, net of income taxes61,890
 23,630
 85,520
(Loss)/income from discontinued operations, net of income taxes$(48,947) $22,464
 $(26,483)
(1)The income tax benefit for the Regional Media Group included a tax deduction for goodwill, which was previously non-deductible, triggered upon the sale of the Regional Media Group.
 Year Ended December 25, 2011
(In thousands)About Group Regional Media Group Total
Revenues$110,826
 $259,945
 $370,771
Total operating costs67,475
 235,032
 302,507
Impairment of assets3,116
 152,093
 155,209
Pre-tax income/(loss)40,235
 (127,180) (86,945)
Income tax expense/(benefit)(1)
15,453
 (10,879) 4,574
Income/(loss) from discontinued operations, net of income taxes$24,782
 $(116,301) $(91,519)
(1)The income tax benefit for the Regional Media Group was unfavorably impacted because a portion of the goodwill impairment charge was non-deductible.
 Year Ended December 26, 2010
(In thousands)About Group Regional Media Group 
WQXR-FM(1)
Total
Revenues$136,077
 $276,659
 $
$412,736
Total operating costs74,570
 249,354
 
323,924
Pre-tax income61,507
 27,305
 
88,812
Income tax expense24,416
 10,783
 
35,199
Income from discontinued operations, net of income taxes37,091
 16,522
 
53,613
Gain on sale, net of income taxes:      
Gain on sale
 
 16
16
Income tax expense
 
 3
3
Gain on sale, net of income taxes
 
 13
13
Income from discontinued operations, net of income taxes$37,091
 $16,522
 $13
$53,626
(1)In October 2009, we completed the sale of WQXR-FM, a New York City classical radio station. In 2010, we recorded post-closing adjustments to the gain on the sale of WQXR-FM.


P. 36 – THE NEW YORK TIMES COMPANY


Impairment of Assets
2012
Our policy is to perform our annual goodwill impairment test in the fourth quarter of our fiscal year. However, due to certain impairment indicators at the About Group, we performed an interim impairment test as of June 24, 2012. The interim impairment test resulted in a $194.7 million non-cash charge in the second quarter ofDecember 30, 2012 for the impairment of goodwill at the About Group. Our expectations for future operating results and cash flows at the About Group in the long term were lower than our previous estimates, primarily driven by a reassessment of the sustainability of our estimated long-term growth rate for display advertising. The reduction in our estimated long-term growth rate resulted in the carrying value of the net assets being greater than their fair value, and therefore a write-down of goodwill to its fair value was required.December 25, 2011.
2011
About Group
Our 2011 annual impairment test, which was completed in the fourth quarter, resulted in a non-cash impairment charge of $3.1 million relating to the write-down of an intangible asset at ConsumerSearch, Inc., which was part of the About Group. The impairment was driven by lower cost-per-click advertising revenues. This impairment charge reduced the carrying value of the ConsumerSearch trade name to approximately $3 million. The fair value of the trade name was calculated using a relief-from-royalty method.
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). The results of operations for the Regional Media Group have been classified as discontinued operations for all periods presented and certain assets and liabilities are classified as held for sale as of December 25, 2011.


THE NEW YORK TIMES COMPANY – P. 33


Discontinued operations are summarized in the following charts:
 Year Ended December 29, 2013
(In thousands)New England Media Group About Group Regional Media Group Total
Revenues$287,677
 $
 $
 $287,677
Total operating costs281,414
 
 
 281,414
Multiemployer pension plan withdrawal expense(1)
7,997
 
 
 7,997
Impairment of assets(2)
34,300
 
 
 34,300
Loss from joint ventures(240) 
 
 (240)
Interest expense, net9
 
 
 9
Pre-tax loss(36,283) 
 
 (36,283)
Income tax benefit(3)
(13,373) (2,497) 
 (15,870)
(Loss)/income from discontinued operations, net of income taxes(22,910) 2,497
 
 (20,413)
Gain/(loss) on sale, net of income taxes:       
Gain on sale(4)
47,561
 419
 
 47,980
Income tax expense 
19,457
 161
 
 19,618
Gain on sale, net of income taxes28,104
 258
 
 28,362
Income from discontinued operations, net of income taxes$5,194
 $2,755
 $
 $7,949

 Year Ended December 30, 2012
(In thousands)New England Media Group About Group Regional Media Group Total
Revenues$394,739
 $74,970
 $6,115
 $475,824
Total operating costs385,527
 51,140
 8,017
 444,684
Impairment of assets(2)

 194,732
 
 194,732
Income from joint ventures68
 
 
 68
Interest expense, net7
 
 
 7
Pre-tax income/(loss)9,273
 (170,902) (1,902) (163,531)
Income tax expense/(benefit)10,717
 (60,065) (736) (50,084)
Loss from discontinued operations, net of income taxes(1,444) (110,837) (1,166) (113,447)
Gain/(loss) on sale, net of income taxes:       
Gain/(loss) on sale
 96,675
 (5,441) 91,234
Income tax expense/(benefit)(5)

 34,785
 (29,071) 5,714
Gain on sale, net of income taxes
 61,890
 23,630
 85,520
(Loss)/income from discontinued operations, net of income taxes$(1,444) $(48,947) $22,464
 $(27,927)




P. 34 – THE NEW YORK TIMES COMPANY


  Year Ended December 25, 2011
(In thousands) New England Media Group About Group Regional Media Group Total
Revenues $398,056
 $110,826
 $259,945
 $768,827
Total operating costs 376,474
 67,475
 235,032
 678,981
Impairment of assets(2)
 1,767
 3,116
 152,093
 156,976
Income from joint ventures 298
 
 
 298
Pre-tax income/(loss) 20,113
 40,235
 (127,180) (66,832)
Income tax expense/(benefit)(6)
 11,393
 15,453
 (10,879) 15,967
Income/(loss) from discontinued operations, net of income taxes $8,720
 $24,782
 $(116,301) $(82,799)
(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 the impairment of fixed assets related to the New England Media Group in 2013; impairment of goodwill related to the About Group in 2012; impairment of intangible assets related to the About Group and impairment of goodwill related to Regional Media Group in 2011.
(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.
(5)The income tax benefit for the Regional Media Group in 2012 included a tax deduction for goodwill, which was previously non-deductible, triggered upon the sale of the Regional Media Group.
(6)The income tax benefit for the Regional Media Group in 2011 was unfavorably impacted because a portion of the goodwill impairment charge was non-deductible.
Impairment of Assets
2013
New England Media Group
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. 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.
2012
About Group
Our policy is to perform our annual goodwill impairment test in the fourth quarter of our fiscal year. However, due to certain impairment indicators at the About Group, we performed an interim impairment test as of June 24, 2012. The interim impairment test resulted in a $194.7 million non-cash charge in the second quarter of 2012 for the impairment of goodwill at the About Group. Our expectations for future operating results and cash flows at the About Group in the long term were lower than our previous estimates, primarily driven by a reassessment of the sustainability of our estimated long-term growth rate for display advertising. The reduction in our estimated long-term growth rate resulted in the carrying value of the net assets being greater than their fair value, and therefore a write-down of goodwill to its fair value was required.
2011
About Group
Our 2011 annual impairment test, which was completed in the fourth quarter, resulted in a non-cash impairment charge of $3.1 million relating to the write-down of an intangible asset at ConsumerSearch, Inc., which was part of the About Group. The impairment was driven by lower cost-per-click advertising revenues. This impairment charge reduced the carrying value of the ConsumerSearch trade name to approximately $3 million. The fair value of the trade name was calculated using a relief-from-royalty method.


THE NEW YORK TIMES COMPANY – P. 35


Regional Media Group
Due to certain impairment indicators at the Regional Media Group, including lower-than-expected operating results, we performed an interim impairment test of goodwill as of June 26, 2011. The interim test resulted in an impairment of goodwill of $152.1 million mainly from lower projected long-term operating results and cash flows of the Regional Media Group, primarily due to the continued decline in print advertising revenues. These factors resulted in the carrying value of the net assets being greater than their fair value, and therefore a write-down to fair value was required. The impairment charge reduced the carrying value of goodwill at the Regional Media Group to zero.
In determining the fair value of the Regional Media Group, we made significant judgments and estimates regarding the expected severity and duration of the uneven economic environment and the secular changes affecting the newspaper industry in the Regional Media Group markets. The effect of these assumptions on projected long-term revenues, along with the continued benefits from reductions to the group’s cost structure, played a significant role in calculating the fair value of the Regional Media Group.
LIQUIDITY AND CAPITAL RESOURCES
Overview
The following table presents information about our financial position.
Financial Position Summary
     % Change
     % Change
(In thousands, except ratios)(In thousands, except ratios) December 30,
2012

 December 25,
2011

 12-11
(In thousands, except ratios) December 29,
2013

 December 30,
2012

 13-12
Cash and cash equivalentsCash and cash equivalents $820,489
 $175,151
 *
Cash and cash equivalents $482,745
 $820,490
 (41.2)
Short-term investments 134,820
 104,846
 28.6
Marketable securitiesMarketable securities 541,035
 139,264
 *
Current portion of long-term debt and capital lease obligationsCurrent portion of long-term debt and capital lease obligations 164
 74,900
 (99.8)Current portion of long-term debt and capital lease obligations 21
 123
 (82.9)
Long-term debt and capital lease obligationsLong-term debt and capital lease obligations 696,914
 698,220
 (0.2)Long-term debt and capital lease obligations 684,142
 696,752
 (1.8)
Total New York Times Company stockholders’ equityTotal New York Times Company stockholders’ equity 632,500
 506,360
 24.9
Total New York Times Company stockholders’ equity 842,910
 662,325
 27.3
Ratios:Ratios:      Ratios:      
Total debt to total capitalizationTotal debt to total capitalization 52% 60%  Total debt to total capitalization 45% 51%  
Current assets to current liabilitiesCurrent assets to current liabilities 3.10
 2.46
  Current assets to current liabilities 3.36
 3.30
  
* Represents an increase in excess of 100%.


THE NEW YORK TIMES COMPANY – P. 37


We meet our cash obligations with cash inflows from operations, in combination with other financing sources. Our primary sources of cash inflows from operations are circulation and advertising sales. Circulation and circulation sales. Advertising and circulationadvertising provided about 45%52% and 48%42%, respectively, of total revenues in 2012.2013. The remaining cash inflows from operations are from other revenue sources such as news services/syndication, commercial printing and distribution,digital archives, rental income digital archives and direct mail advertising services.conferences/events. Our primary source of cash outflows are for employee compensation, pension and other benefits, raw materials, services and supplies, interest and income taxes. Contributions to our qualified pension plans can have a significant impact on cash flows. See “— Pensions and Other Postretirement Benefits” for additional information regarding our pension plans. 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. 
We have continued to strengthen our liquidity position and our debt profile. As of December 30, 2012,29, 2013, we had total cash, cash equivalents and short-term investmentsmarketable securities of approximately $955 million$1 billion and total debt and capital lease obligations of approximately $697$684 million. Accordingly, our total cash, cash equivalents and short-term investmentsmarketable securities exceeded total debt and capital lease obligations by over $300 million. Our cash position improved in 2013, primarily due to cash flows from operations and the proceeds from the sale of the New England Media Group and our ownership interest in Metro Boston, offset by contributions totaling approximately $258$74 million even after makingduring 2013 to certain qualified pension plans.
In September 2013, we announced the initiation of a quarterly dividend. A dividend of $0.04 per share was paid on our Class A and Class B Common Stock in October 2013, and an additional dividend of $0.04 per share of Class A and Class B Common Stock was declared in December 2013 and paid in January 2014. We paid dividends of approximately $6 million in 2013. No dividends were declared or paid in 2012 or 2011.


P. 36 – THE NEW YORK TIMES COMPANY


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 29, 2013, by approximately $80 million, compared with approximately $350 million as of December 30, 2012. The improvement in the funded status of these pension plans reflects the increase in interest rates in 2013, solid returns on pension assets, contributions we made in early 2013 and the elimination of obligations relating to certain former employees who accepted a one-time lump-sum payment offer in 2012. We made contributions of approximately $144$74 million in 2012 to certain qualified pension plans and repaying from cash on hand at maturity in September 2012 all $75.02013. We expect contributions to total approximately $16 million outstanding aggregate principal amount of the 4.610% Notes. Our cash position improved significantlyto satisfy minimum funding requirements in 2012, primarily due2014. In addition, see “Legal Proceedings” regarding current matters relating to the proceeds from the sales of the About and Regional Media Groups and our ownership interests in Indeed.com and Fenway Sports Group. Our efforts to strengthen our liquidity position and improve our debt profile over the past two years allowed us to prepay from cash on hand on August 15, 2011, all of our $250.0 million outstanding aggregate principal amount of the 14.053% Notes. In addition, we terminated our $125.0 million asset-backed, five-year revolving credit facility in November 2012.
We believe our cash balance and cash provided by operations, in combination with other financing sources, will be sufficient to meet our financing needs over the next 12 months. Pension Benefit Guaranty Corporation.
Capital Resources
Sources and Uses of Cash
Cash flows provided by/(used in) by category were as follows:
 Years Ended % Change Years Ended % Change
(In thousands)(In thousands) December 30,
2012

 December 25,
2011

 December 26,
2010

 12-11
 11-10
(In thousands) December 29,
2013

 December 30,
2012

 December 25,
2011

 13-12
 12-11
Operating activitiesOperating activities $79,309
 $73,927
 $153,327
 7.3
 (51.8)Operating activities $34,855
 $79,310
 $73,927
 (56.1) 7.3
Investing activitiesInvesting activities $646,813
 $(18,254) $(40,520) *
 (55.0)Investing activities $(353,657) $646,813
 $(18,254) *
 *
Financing activitiesFinancing activities $(80,854) $(250,226) $220,666
 (67.7) *
Financing activities $(19,259) $(80,854) $(250,226) (76.2) (67.7)
* Represents an increase or decrease in excess of 100%.
Operating Activities
Operating cash inflows include cash receipts from advertisingcirculation and circulationadvertising sales and other revenue transactions. Operating cash outflows include payments for employee compensation, pension and other benefits, raw materials, services and supplies, interest and income taxes.
Net cash provided by operating activities in 2013 decreased compared with 2012 primarily due to cash flows related to the About Group prior to its disposition in 2012 and higher income tax payments in 2013, offset in part by lower pension contributions in 2013. We made contributions to certain qualified pension plans of approximately $74 million in 2013 compared with approximately $144 million in 2012. We also made income tax payments of approximately $53 million in 2013 compared with approximately $7 million in 2012.
Net cash provided by operating activities in 2012 increased compared with 2011 primarily due to lower interest mainly associated with the prepayment of the 14.053% Notes in August 2011, offset in part by higher income taxes primarily for the sales of our ownership interests in Indeed.com and Fenway Sports Group, as well as lower income tax refunds.
Net cash provided by operating activities decreased in 2011 compared with 2010, primarily due to higher working capital requirements, including approximately $30 million associated with the prepayment of the 14.053% Notes, partially offset by lower pension contributions to certain qualified pension plans, which totaled approximately $151 million in 2011 compared with $176 million in 2010.
Investing Activities
Cash from investing activities generally includes proceeds from short-term investmentsmarketable securities that have matured and the sale of assets, investments or a business. Cash used in investing activities generally includes purchases of short-term investments,marketable securities, payments for capital projects, restricted cash primarily subject to collateral requirements primarily for obligations under our workers’ compensation programs, acquisitions of new businesses and investments.


Net cash used in investing activities in 2013 was primarily due to net purchases of marketable securities and payments for capital expenditures, offset by proceeds from the sale of the New England Media Group and our ownership interest in Metro Boston.
P. 38 – THE NEW YORK TIMES COMPANY


Net cash provided by investing activities in 2012 was primarily due to proceeds from the sales of the About and Regional Media Groups and our ownership interests in Indeed.com and Fenway Sports Group, offset in part by net purchases of short-term investmentsmarketable securities and payments for capital expenditures.
Net cash used in investing activities in 2011 was mainly due to net purchases of short-term investments,marketable securities, capital expenditures and changes in restricted cash, offset in part by proceeds from the sales of a portion of our interests in


THE NEW YORK TIMES COMPANY – P. 37


Fenway Sports Group and Indeed.com, as well as proceeds primarily from the sales of UCompareHealthCare.com and Baseline in 2011.
Net cash used in investing activities in 2010 was primarily for capital expenditures and purchases of short-term investments, partially offset by loan repayments from a third-party circulation service provider and proceeds from the sale of a portion of our ownership interest in Fenway Sports Group.
Capital expenditures were $16.9 million in 2013, $34.9 million in 2012 and $44.9 million in 2011 and $33.6 million in 2010.2011.
Financing Activities
Cash from financing activities generally includes borrowings under third-party financing arrangements, and the issuance of long-term debt.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, long-term debt and long-term debt.capital lease obligations.
Net cash used in financing activities in 2013 was primarily due to the repurchase of $17.4 million principal amount of our 6.625% Notes in addition to dividends paid in the fourth quarter of 2013, offset by funds from stock option exercises.
Net cash used in financing activities in 2012 was primarily for the repayment at maturity in September 2012 of all $75.0 million outstanding aggregate principal amount of the 4.610% Notes and the repurchase of $5.9 million principal amount of the 5.0% senior unsecured notes due March 15, 2015 (see “— Third-Party Financing” below).2015.
Net cash used in financing activities in 2011 was primarily for the prepayment of our 14.053% Notes (seeNotes.
See “— Third-Party Financing” below).
Net cash provided by financing activities in 2010 consisted mainly of debt incurred under the issuance of the 6.625% Notes (see “— Third-Party Financing” below).
Seebelow and our Consolidated Statements of Cash Flows for additional information on our sources and uses of cash.
Restricted Cash
We were required to maintain $24.3$28.1 million of restricted cash as of December 30, 2012, subject29, 2013, primarily related to certain collateral requirements primarily for obligations under our workers’ compensation programs.
Third-Party Financing
Our total debt and capital lease obligations consisted of the following:
(In thousands, except percentages) Coupon Rate
 December 30,
2012

 December 25,
2011

Senior notes due in 2012, net of unamortized debt costs of $100 in 2011 4.610% $
 $74,900
Senior notes due in 2015, net of unamortized debt costs of $78 in 2012 and $109 in 2011 5.0% 244,022
 249,891
Senior notes due in 2016, net of unamortized debt costs of $3,477 in 2012 and $4,213 in 2011 6.625% 221,523
 220,787
Option to repurchase ownership interest in headquarters building in 2019, net of unamortized debt costs of $25,490 in 2012 and $29,139 in 2011   224,510
 220,861
Total debt   690,055
 766,439
Capital lease obligations   7,023
 6,681
Total debt and capital lease obligations   $697,078
 $773,120
(In thousands, except percentages) Coupon Rate
 December 29,
2013

 December 30,
2012

Senior notes due in 2015, net of unamortized debt costs of $43 in 2013 and $78 in 2012 5.0% 244,057
 244,022
Senior notes due in 2016, net of unamortized debt costs of $2,484 in 2013 and $3,477 in 2012 6.625% 205,111
 221,523
Option to repurchase ownership interest in headquarters building in 2019, net of unamortized debt costs of $21,741 in 2013 and $25,490 in 2012   228,259
 224,510
Total debt   677,427
 690,055
Short-term capital lease obligations(1)
   21
 123
Long-term capital lease obligations   6,715
 6,697
Total capital lease obligations   6,736
 6,820
Total debt and capital lease obligations   $684,163
 $696,875
(1)Included in “Accrued expenses and other” in our Consolidated Balance Sheets.
Based on borrowing rates currently available for debt with similar terms and average maturities, the fair value of our long-term debt was approximately $819 million as of December 29, 2013, and $840 million as of December 30, 2012, and $800 million as of December 25, 2011.2012. We were in compliance with our covenants under our third-party financing arrangements as of December 30, 201229, 2013.


THE NEW YORK TIMES COMPANY – P. 39


4.610% Notes
On September 26, 2012, we repaid in full all $75.0 million aggregate principal amount of the 4.610% Notes. The 4.610% Notes were reclassified to “Current portion of long-term debt and capital lease obligations” in our Consolidated Balance Sheet in the fourth quarter of 2011.
5.0% Notes
In March 2005, we issued $250.0 million aggregate principal amount of 5.0% senior unsecured notes due March 15, 2015 (“5.0% Notes”). In DecemberDuring 2012, we repurchased $5.9 million principal amount of our 5.0% Notes and recorded a $0.4


P. 38 – THE NEW YORK TIMES COMPANY


$0.4 million pre-tax charge in connection with the repurchase. This charge is included in “Interest expense, net” in our Consolidated Statements of Operations.
The 5.0% Notes may be redeemed, in whole or in part, 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 5.0% Notes are not otherwise callable.
The 5.0% Notes are subject to certain covenants that, among other things, limit (subject to customary exceptions) our ability and the ability of certain material subsidiaries to:
create liens on certain assets to secure debt; and
enter into certain sale-leaseback transactions.
14.053% Notes
In January 2009, pursuant to a securities purchase agreement with Inmobiliaria Carso, S.A. de C.V. and Banco Inbursa S.A., Institución de Banca Múltiple, Grupo Financiero Inbursa (each an “Investor” and collectively the “Investors”), we issued, for an aggregate purchase price of $250.0 million, (1) $250.0 million aggregate principal amount of the 14.053% Notes, and (2) detachable warrants to purchase 15.9 million shares of our Class A Common Stock at a price of $6.3572 per share. The warrants are exercisable at the holder’s option at any time and from time to time, in whole or in part, until January 15, 2015. Each Investor is an affiliate of Carlos Slim Helú, the beneficial owner of approximately 8% of our Class A Common Stock (excluding the warrants). Each Investor purchased an equal number of 14.053% Notes and warrants.
On August 15, 2011, we prepaid in full all $250.0 million outstanding aggregate principal amount of the 14.053% Notes. The prepayment totaled approximately $280 million, comprising (1) the $250.0 million aggregate principal amount of the 14.053% Notes; (2) approximately $3 million representing all interest that was accrued and unpaid on the 14.053% Notes; and (3) a make-whole premium amount of approximately $27 million due in connection with the prepayment. We funded the prepayment from available cash. As a result of this prepayment, we recorded a $46.4 million pre-tax charge in the third quarter of 2011. This charge is included in “Premium on debt redemption” in our Consolidated Statements of Operations. We saved, and expect to save, in excess of $39 million annually in interest expense through January 15, 2015, the original maturity date.
6.625% Notes
In November 2010, we issued $225.0 million aggregate principal amount of the 6.625% Notes. During 2013, we repurchased $17.4 million principal amount of our 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.


P. 40 – THE NEW YORK TIMES COMPANY


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


THE NEW YORK TIMES COMPANY – P. 39


“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%.
Revolving Credit Facility
In November 2012, we terminated our $125.0 million asset-backed five-year revolving credit facility and recorded a pre-tax charge of $1.4 million in connection with the early termination, which is included in “Interest expense, net” in our Consolidated Statements of Operations.
Ratings
In December 2012, Standard & Poor’s raised its rating on our senior unsecured debt to BB- from B+, citing its expectation of slightly better recovery prospects for lenders following the termination of our revolving credit facility and due to our sizable cash balance.
Contractual Obligations
The information provided is based on management’s best estimate and assumptions of our contractual obligations as of December 30, 201229, 2013. Actual payments in future periods may vary from those reflected in the table. 
  Payment due in  Payment due in
(In thousands)(In thousands) Total
 2013
 2014-2015
 2016-2017
 Later Years
(In thousands) Total
 2014
 2015-2016
 2017-2018
 Later Years
Long-term debt(1)
Long-term debt(1)
 $973,377
 $52,720
 $344,595
 $293,865
 $282,197
Long-term debt(1)
 $899,792
 $51,951
 $538,464
 $54,768
 $254,609
Capital leases(2)
Capital leases(2)
 10,883
 716
 1,195
 1,175
 7,797
Capital leases(2)
 10,026
 573
 1,104
 1,104
 7,245
Operating leases(2)
Operating leases(2)
 60,738
 14,054
 23,158
 13,242
 10,284
Operating leases(2)
 52,275
 12,472
 17,922
 10,998
 10,883
Benefit plans(3)
Benefit plans(3)
 1,472,462
 137,586
 287,051
 293,214
 754,611
Benefit plans(3)
 1,376,991
 130,271
 265,010
 271,156
 710,554
TotalTotal $2,517,460
 $205,076
 $655,999
 $601,496
 $1,054,889
Total $2,339,084
 $195,267
 $822,500
 $338,026
 $983,291
(1)Includes estimated interest payments on long-term debt. See Note 8 of the Notes to the Consolidated Financial Statements for additional information related to our long-term debt.
(2)See Note 20 of the Notes to the Consolidated Financial Statements for additional information related to our capital and operating leases.
(3)Includes estimated benefit payments under our Company-sponsored pension and other postretirement benefit plans. Payments for these plans have been estimated over a 10-year period; therefore, the amounts included in the “Later Years” column only include payments for the period of 2018-2022.2019-2023. While benefit payments under these plans are expected to continue beyond 2022,2023, we believe that an estimate beyond this period is impracticable. Payments under our Company-sponsored qualified pension plans will be made without of existing assets of the pension plans and not with Company cash. Benefit plans in the table above also include estimated payments for multiemployer pension plan withdrawal liabilities. See Notes 11 and 12 of the Notes to the Consolidated Financial Statements for additional information related to our pension and other postretirement benefits plans.
“Other Liabilities – Liabilities–Other” in our Consolidated Balance Sheets include liabilities related to (1) deferred compensation, primarily consisting of our deferred executive compensation plan (the “DEC plan”), (2) our liability for 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 plan enables certain eligible executives to elect to defer a portion of their compensation on a pre-tax basis. While the initial deferral period is for a minimum of two years up to a maximum of 15 years (after which time taxable distributions must begin), the executive has the option to extend the deferral period. Therefore, the future payments under the DEC plan are not determinable. See Note 13 of the Notes to the Consolidated Financial Statements for additional information on “Other Liabilities – Liabilities–Other.”


THE NEW YORK TIMES COMPANY – P. 41


Our tax liability for uncertain tax positions was approximately $61$64 million, including approximately $16$18 million of accrued interest and penalties as of December 30, 2012.29, 2013. 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 14 of the Notes to the Consolidated Financial Statements for additional information on “Income Taxes.”
We have a contract with 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


P. 40 – THE NEW YORK TIMES COMPANY


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 ArrangementsIncome Taxes
We did nothad income tax expense of $37.9 million on pre-tax income of $94.8 million in 2013. Our effective tax rate was 40.0% in 2013. The effective tax rate for 2013 was favorably affected by strong returns on corporate-owned life insurance investments and approximately $1.8 million for the reversal of reserves for uncertain tax positions due to the lapse of applicable statutes of limitations.
We had income tax expense of $94.6 million on pre-tax income of $258.6 million in 2012. Our effective tax rate was 36.6% in 2012. The effective tax rate for 2012 was favorably affected by a lower income tax rate on the sale of our ownership interest in Indeed.com.
We had income tax expense of $21.4 million on pre-tax income of $66.0 million in 2011. Our effective tax rate was 32.4% in 2011. The effective tax rate for 2011 was favorably affected by approximately $12 million for the reversal of reserves for uncertain tax positions, primarily due to the lapse of applicable statutes of limitations.
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 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.
As a result of the New England Media Group meeting the criteria of being held for sale in the third quarter of 2013, we recorded an impairment charge of $34.3 million reflecting the difference between the expected sales price and the New England Media Group’s net assets at such time. In the fourth quarter of 2013, when the sale was completed, 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 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.
The results of operations of the New England Media Group have any material off-balance sheet arrangementsbeen classified as discontinued operations for all periods presented and certain assets and liabilities are classified as held for sale 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 $300.0 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. 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 and certain assets are classified as held for sale as of December 30, 2012.
CRITICAL ACCOUNTING POLICIES2012 and December 25, 2011.
Our Consolidated Financial Statements are preparedRegional 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 accordance with GAAP.cash. The preparationnet after-tax proceeds from the sale, including a tax benefit, were approximately $150 million. The sale resulted in an after-tax gain of these financial statements requires management to make estimates and assumptions that affect the amounts reported$23.6 million (including post-closing adjustments recorded in the Consolidated Financial Statementssecond and fourth quarters of 2012 totaling $6.6 million). The results of operations for the Regional Media Group have been classified as discontinued operations for all periods presented.presented and certain assets and liabilities are classified as held for sale as of December 25, 2011.


We continually evaluateTHE NEW YORK TIMES COMPANY – P. 33


Discontinued operations are summarized in 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.
We believe our critical accounting policies include our accounting for long-lived assets, retirement benefits, stock-based compensation, income taxes, self-insurance liabilities and accounts receivable allowances. Specific risks related to our critical accounting policies are discussed below.
Long-Lived Assets
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. All other long-lived assets are tested for impairment if certain circumstances indicate that a possible impairment exists.following charts:
(In thousands) December 30,
2012

 December 25,
2011

Goodwill $122,691
 $121,618
Property, plant and equipment, net 860,385
 937,140
Long-lived assets $983,076
 $1,058,758
Total assets $2,806,335
 $2,883,450
Percentage of long-lived assets to total assets 35% 37%
 Year Ended December 29, 2013
(In thousands)New England Media Group About Group Regional Media Group Total
Revenues$287,677
 $
 $
 $287,677
Total operating costs281,414
 
 
 281,414
Multiemployer pension plan withdrawal expense(1)
7,997
 
 
 7,997
Impairment of assets(2)
34,300
 
 
 34,300
Loss from joint ventures(240) 
 
 (240)
Interest expense, net9
 
 
 9
Pre-tax loss(36,283) 
 
 (36,283)
Income tax benefit(3)
(13,373) (2,497) 
 (15,870)
(Loss)/income from discontinued operations, net of income taxes(22,910) 2,497
 
 (20,413)
Gain/(loss) on sale, net of income taxes:       
Gain on sale(4)
47,561
 419
 
 47,980
Income tax expense 
19,457
 161
 
 19,618
Gain on sale, net of income taxes28,104
 258
 
 28,362
Income from discontinued operations, net of income taxes$5,194
 $2,755
 $
 $7,949
The impairment analysis is considered critical to our operating segments because of the significance of long-lived assets to our Consolidated Balance Sheets.
We test for goodwill impairment at the reporting unit level, which are our operating segments. 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 2012 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 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
 Year Ended December 30, 2012
(In thousands)New England Media Group About Group Regional Media Group Total
Revenues$394,739
 $74,970
 $6,115
 $475,824
Total operating costs385,527
 51,140
 8,017
 444,684
Impairment of assets(2)

 194,732
 
 194,732
Income from joint ventures68
 
 
 68
Interest expense, net7
 
 
 7
Pre-tax income/(loss)9,273
 (170,902) (1,902) (163,531)
Income tax expense/(benefit)10,717
 (60,065) (736) (50,084)
Loss from discontinued operations, net of income taxes(1,444) (110,837) (1,166) (113,447)
Gain/(loss) on sale, net of income taxes:       
Gain/(loss) on sale
 96,675
 (5,441) 91,234
Income tax expense/(benefit)(5)

 34,785
 (29,071) 5,714
Gain on sale, net of income taxes
 61,890
 23,630
 85,520
(Loss)/income from discontinued operations, net of income taxes$(1,444) $(48,947) $22,464
 $(27,927)




P. 4234 – THE NEW YORK TIMES COMPANY


projections. If
  Year Ended December 25, 2011
(In thousands) New England Media Group About Group Regional Media Group Total
Revenues $398,056
 $110,826
 $259,945
 $768,827
Total operating costs 376,474
 67,475
 235,032
 678,981
Impairment of assets(2)
 1,767
 3,116
 152,093
 156,976
Income from joint ventures 298
 
 
 298
Pre-tax income/(loss) 20,113
 40,235
 (127,180) (66,832)
Income tax expense/(benefit)(6)
 11,393
 15,453
 (10,879) 15,967
Income/(loss) from discontinued operations, net of income taxes $8,720
 $24,782
 $(116,301) $(82,799)
(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 the impairment of fixed assets related to the New England Media Group in 2013; impairment of goodwill related to the About Group in 2012; impairment of intangible assets related to the About Group and impairment of goodwill related to Regional Media Group in 2011.
(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.
(5)The income tax benefit for the Regional Media Group in 2012 included a tax deduction for goodwill, which was previously non-deductible, triggered upon the sale of the Regional Media Group.
(6)The income tax benefit for the Regional Media Group in 2011 was unfavorably impacted because a portion of the goodwill impairment charge was non-deductible.
Impairment of Assets
2013
New England Media Group
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 exceedsless cost to sell of the group held for sale, using unobservable inputs. 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 amount,value of fixed assets to their fair value less cost to sell.
2012
About Group
Our policy is to perform our annual goodwill is not considered impaired. Ifimpairment test in the fourth quarter of our fiscal year. However, due to certain impairment indicators at the About Group, we performed an interim impairment test as of June 24, 2012. The interim impairment test resulted in a $194.7 million non-cash charge in the second quarter of 2012 for the impairment of goodwill at the About Group. Our expectations for future operating results and cash flows at the About Group in the long term were lower than our previous estimates, primarily driven by a reassessment of the sustainability of our estimated long-term growth rate for display advertising. The reduction in our estimated long-term growth rate resulted in the carrying amount exceedsvalue of the net assets being greater than their fair value, and therefore a write-down of goodwill to its fair value was required.
2011
About Group
Our 2011 annual impairment test, which was completed in the second step must be performedfourth quarter, resulted in a non-cash impairment charge of $3.1 million relating to measure the amountwrite-down of an intangible asset at ConsumerSearch, Inc., which was part of the About Group. The impairment loss, if any. Inwas driven by lower cost-per-click advertising revenues. This impairment charge reduced the second step, we comparecarrying value of the impliedConsumerSearch trade name to approximately $3 million. The fair value of the reporting unit’strade name was calculated using a relief-from-royalty method.


THE NEW YORK TIMES COMPANY – P. 35


Regional Media Group
Due to certain impairment indicators at the Regional Media Group, including lower-than-expected operating results, we performed an interim impairment test of goodwill withas of June 26, 2011. The interim test resulted in an impairment of goodwill of $152.1 million mainly from lower projected long-term operating results and cash flows of the Regional Media Group, primarily due to the continued decline in print advertising revenues. These factors resulted in the carrying amount of that goodwill. An impairment loss would be recognized in an amount equal to the excessvalue of the net assets being greater than their fair value, and therefore a write-down to fair value was required. The impairment charge reduced the carrying amountvalue of goodwill at the goodwill overRegional Media Group to zero.
In determining the implied fair value of the goodwill.Regional Media Group, we made significant judgments and estimates regarding the expected severity and duration of the uneven economic environment and the secular changes affecting the newspaper industry in the Regional Media Group markets. The effect of these assumptions on projected long-term revenues, along with the continued benefits from reductions to the group’s cost structure, played a significant role in calculating the fair value of the Regional Media Group.
LIQUIDITY AND CAPITAL RESOURCES
Overview
The discountedfollowing table presents information about our financial position.
Financial Position Summary
       % Change
(In thousands, except ratios) December 29,
2013

 December 30,
2012

 13-12
Cash and cash equivalents $482,745
 $820,490
 (41.2)
Marketable securities 541,035
 139,264
 *
Current portion of long-term debt and capital lease obligations 21
 123
 (82.9)
Long-term debt and capital lease obligations 684,142
 696,752
 (1.8)
Total New York Times Company stockholders’ equity 842,910
 662,325
 27.3
Ratios:      
Total debt to total capitalization 45% 51%  
Current assets to current liabilities 3.36
 3.30
  
* Represents an increase in excess of 100%.
Our primary sources of cash flow analysis requires usinflows from operations are circulation and advertising sales. Circulation and advertising provided about 52% and 42%, respectively, of total revenues in 2013. The remaining cash inflows from operations are from other revenue sources such as news services/syndication, digital archives, rental income and conferences/events. Our primary source of cash outflows are for employee compensation, pension and other benefits, raw materials, services and supplies, interest and income taxes. Contributions to make various judgments, estimatesour qualified pension plans can have a significant impact on cash flows. See “— Pensions and assumptions, manyOther Postretirement Benefits” for additional information regarding our pension plans. We believe our cash balance and cash provided by operations, in combination with other sources of which are interdependent, aboutcash, will be sufficient to meet our financing needs over the next 12 months. 
We have continued to strengthen our liquidity position and our debt profile. As of December 29, 2013, we had cash, cash equivalents and marketable securities of approximately $1 billion and total debt and capital lease obligations of approximately $684 million. Accordingly, our cash, cash equivalents and marketable securities exceeded total debt and capital lease obligations by over $300 million. Our cash position improved in 2013, primarily due to cash flows from operations and the proceeds from the sale of the New England Media Group and our ownership interest in Metro Boston, offset by contributions totaling approximately $74 million during 2013 to certain qualified pension plans.
In September 2013, we announced the initiation of a quarterly dividend. A dividend of $0.04 per share was paid on our Class A and Class B Common Stock in October 2013, and an additional dividend of $0.04 per share of Class A and Class B Common Stock was declared in December 2013 and paid in January 2014. We paid dividends of approximately $6 million in 2013. No dividends were declared or paid in 2012 or 2011.


P. 36 – THE NEW YORK TIMES COMPANY


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 revenues,obligations exceeded the fair value of plan assets) as of December 29, 2013, by approximately $80 million, compared with approximately $350 million as of December 30, 2012. The improvement in the funded status of these pension plans reflects the increase in interest rates in 2013, solid returns on pension assets, contributions we made in early 2013 and the elimination of obligations relating to certain former employees who accepted a one-time lump-sum payment offer in 2012. We made contributions of approximately $74 million to certain qualified pension plans in 2013. We expect contributions to total approximately $16 million to satisfy minimum funding requirements in 2014. In addition, see “Legal Proceedings” regarding current matters relating to the Pension Benefit Guaranty Corporation.
Capital Resources
Sources and Uses of Cash
Cash flows provided by/(used in) by category were as follows:
   Years Ended % Change
(In thousands) December 29,
2013

 December 30,
2012

 December 25,
2011

 13-12
 12-11
Operating activities $34,855
 $79,310
 $73,927
 (56.1) 7.3
Investing activities $(353,657) $646,813
 $(18,254) *
 *
Financing activities $(19,259) $(80,854) $(250,226) (76.2) (67.7)
* Represents an increase or decrease in excess of 100%.
Operating Activities
Operating cash inflows include cash receipts from circulation and advertising sales and other revenue transactions. Operating cash outflows include payments for employee compensation, pension and other benefits, raw materials, services and supplies, interest and income taxes.
Net cash provided by operating margins, growth rates, capital expenditures, working capitalactivities in 2013 decreased compared with 2012 primarily due to cash flows related to the About Group prior to its disposition in 2012 and discount rates. The starting pointhigher income tax payments in 2013, offset in part by lower pension contributions in 2013. We made contributions to certain qualified pension plans of approximately $74 million in 2013 compared with approximately $144 million in 2012. We also made income tax payments of approximately $53 million in 2013 compared with approximately $7 million in 2012.
Net cash provided by operating activities in 2012 increased compared with 2011 primarily due to lower interest mainly associated with the prepayment of the 14.053% Notes in August 2011, offset in part by higher income taxes primarily 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.
We compare the sum of the fair valuessales of our reporting units to our market capitalization to determine whether our estimates of reporting unit fair value are reasonable.
The significant estimatesownership interests in Indeed.com and assumptions used by management in assessing the recoverability of goodwill and other long-lived assets are estimated future cash flows, discount rates, growth rates,Fenway Sports Group, as well as other factors. Anylower income tax refunds.
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 2013 was primarily due to net purchases of marketable securities and payments for capital expenditures, offset by proceeds from the sale of the New England Media Group and our ownership interest in Metro Boston.
Net cash provided by investing activities in 2012 was primarily due to proceeds from the sales of the About and Regional Media Groups and our ownership interests in Indeed.com and Fenway Sports Group, offset in part by net purchases of marketable securities and payments for capital expenditures.
Net cash used in investing activities in 2011 was mainly due to net purchases of marketable securities, capital expenditures and changes in these estimatesrestricted cash, offset in part by proceeds from the sales of a portion of our interests in


THE NEW YORK TIMES COMPANY – P. 37


Fenway Sports Group and Indeed.com, as well as proceeds primarily from the sales of UCompareHealthCare.com and Baseline in 2011.
Capital expenditures were $16.9 million in 2013, $34.9 million in 2012 and $44.9 million in 2011.
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, long-term debt and capital lease obligations.
Net cash used in financing activities in 2013 was primarily due to the repurchase of $17.4 million principal amount of our 6.625% Notes in addition to dividends paid in the fourth quarter of 2013, offset by funds from stock option exercises.
Net cash used in financing activities in 2012 was primarily for the repayment at maturity in September 2012 of all $75.0 million outstanding aggregate principal amount of the 4.610% Notes and the repurchase of $5.9 million principal amount of the 5.0% senior unsecured notes due March 15, 2015.
Net cash used in financing activities in 2011 was primarily for the prepayment of our 14.053% Notes.
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 $28.1 million of restricted cash as of December 29, 2013, primarily related to certain collateral requirements for obligations under our workers’ compensation programs.
Third-Party Financing
Our total debt and capital lease obligations consisted of the following:
(In thousands, except percentages) Coupon Rate
 December 29,
2013

 December 30,
2012

Senior notes due in 2015, net of unamortized debt costs of $43 in 2013 and $78 in 2012 5.0% 244,057
 244,022
Senior notes due in 2016, net of unamortized debt costs of $2,484 in 2013 and $3,477 in 2012 6.625% 205,111
 221,523
Option to repurchase ownership interest in headquarters building in 2019, net of unamortized debt costs of $21,741 in 2013 and $25,490 in 2012   228,259
 224,510
Total debt   677,427
 690,055
Short-term capital lease obligations(1)
   21
 123
Long-term capital lease obligations   6,715
 6,697
Total capital lease obligations   6,736
 6,820
Total debt and capital lease obligations   $684,163
 $696,875
(1)Included in “Accrued expenses and other” in our Consolidated Balance Sheets.
Based on borrowing rates currently available for debt with similar terms and average maturities, the fair value of our long-term debt was approximately $819 million as of December 29, 2013, and $840 million as of December 30, 2012. We were in compliance with our covenants under our third-party financing arrangements as of December 29, 2013.
4.610% Notes
On September 26, 2012, we repaid in full all $75.0 million aggregate principal amount of the 4.610% Notes. The 4.610% Notes were reclassified to “Current portion of long-term debt and capital lease obligations” in our Consolidated Balance Sheet in the fourth quarter of 2011.
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”). During 2012, we repurchased $5.9 million principal amount of our 5.0% Notes and recorded a


P. 38 – THE NEW YORK TIMES COMPANY


$0.4 million pre-tax charge in connection with the repurchase. This charge is included in “Interest expense, net” in our Consolidated Statements of Operations.
The 5.0% Notes may be redeemed, in whole or assumptions could result in part, 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 5.0% Notes are not otherwise callable.
The 5.0% Notes are subject to certain covenants that, among other things, limit (subject to customary exceptions) our ability and the ability of certain material subsidiaries to:
create liens on certain assets to secure debt; and
enter into certain sale-leaseback transactions.
14.053% Notes
In January 2009, pursuant to a securities purchase agreement with Inmobiliaria Carso, S.A. de C.V. and Banco Inbursa S.A., Institución de Banca Múltiple, Grupo Financiero Inbursa (each an impairment charge.“Investor” and collectively the “Investors”), we issued, for an aggregate purchase price of $250.0 million, (1) $250.0 million aggregate principal amount of the 14.053% Notes, and (2) detachable warrants to purchase 15.9 million shares of our Class A Common Stock at a price of $6.3572 per share. The estimates, based on reasonablewarrants are exercisable at the holder’s option at any time and supportable assumptionsfrom time to time, in whole or in part, until January 15, 2015. Each Investor is an affiliate of Carlos Slim Helú, the beneficial owner of approximately 8% of our Class A Common Stock (excluding the warrants). Each Investor purchased an equal number of 14.053% Notes and projections, require management’s subjective judgment. Dependingwarrants.
On August 15, 2011, we prepaid in full all $250.0 million outstanding aggregate principal amount of the 14.053% Notes. The prepayment totaled approximately $280 million, comprising (1) the $250.0 million aggregate principal amount of the 14.053% Notes; (2) approximately $3 million representing all interest that was accrued and unpaid 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 values of its long-lived assets 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 technological14.053% Notes; and (3) a declinemake-whole premium amount of approximately $27 million due in connection with the prepayment. We funded the prepayment from available cash. As a result of this prepayment, we recorded a $46.4 million pre-tax charge in the third quarter of 2011. This charge is included in “Premium on debt redemption” in our stockConsolidated Statements of Operations. We saved, and expect to save, in excess of $39 million annually in interest expense through January 15, 2015, the original maturity date.
6.625% Notes
In November 2010, we issued $225.0 million aggregate principal amount of the 6.625% Notes. During 2013, we repurchased $17.4 million principal amount of our 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 market capitalization.    unpaid interest to the redemption date plus a “make-whole” premium. The 6.625% Notes are not otherwise callable.
ManagementThe 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.
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


THE NEW YORK TIMES COMPANY – P. 39


“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%.
Revolving Credit Facility
In November 2012, we terminated our $125.0 million asset-backed five-year revolving credit facility and recorded a pre-tax charge of $1.4 million in connection with the early termination, which is included in “Interest expense, net” in our Consolidated Statements of Operations.
Contractual Obligations
The information provided is based on management’s best estimate and assumptions of our contractual obligations as of December 29, 2013. Actual payments in future periods may vary from those reflected in the table.
   Payment due in
(In thousands) Total
 2014
 2015-2016
 2017-2018
 Later Years
Long-term debt(1)
 $899,792
 $51,951
 $538,464
 $54,768
 $254,609
Capital leases(2)
 10,026
 573
 1,104
 1,104
 7,245
Operating leases(2)
 52,275
 12,472
 17,922
 10,998
 10,883
Benefit plans(3)
 1,376,991
 130,271
 265,010
 271,156
 710,554
Total $2,339,084
 $195,267
 $822,500
 $338,026
 $983,291
(1)Includes estimated interest payments on long-term debt. See Note 8 of the Notes to the Consolidated Financial Statements for additional information related to our long-term debt.
(2)See Note 20 of the Notes to the Consolidated Financial Statements for additional information related to our capital and operating leases.
(3)Includes estimated benefit payments under our Company-sponsored pension and other postretirement benefit plans. Payments for these plans have been estimated over a 10-year period; therefore, the amounts included in the “Later Years” column only include payments for the period of 2019-2023. While benefit payments under these plans are expected to continue beyond 2023, we believe that an estimate beyond this period is impracticable. Payments under our Company-sponsored qualified pension plans will be made out of existing assets of the pension plans and not with Company cash. Benefit plans in the table above also include estimated payments for multiemployer pension plan withdrawal liabilities. See Notes 11 and 12 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 consisting of our deferred executive compensation plan (the “DEC plan”), (2) our liability for 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 plan enables certain eligible executives to elect to defer a portion of their compensation on a pre-tax basis. While the initial deferral period is for a minimum of two years up to a maximum of 15 years (after which time taxable distributions must begin), the executive has applied what it believesthe option to beextend the most appropriate valuation methodology for its impairment testing.deferral period. Therefore, the future payments under the DEC plan are not determinable. See Note 1513 of the Notes to the Consolidated Financial Statements.
Retirement BenefitsStatements for additional information on “Other Liabilities–Other.”
Our single-employer pensiontax liability for uncertain tax positions was approximately $64 million, including approximately $18 million of accrued interest and other postretirement benefit costspenalties as of December 29, 2013. Until formal resolutions are accounted for using actuarial valuations. We recognize the funded status of these plans – measured as the differencereached between plan assets, if funded,us and the benefittax authorities, the timing and amount of a possible audit settlement for uncertain tax benefits is not practicable. Therefore, we do not include this obligation – on the balance sheet and recognize changes in the funded status that arise duringtable of contractual obligations. See Note 14 of the period but are not recognized as components of net periodic pension cost, within other comprehensive income/(loss), net of tax. The assets relatedNotes to our funded pension plans are measured at fair value.the Consolidated Financial Statements for additional information on “Income Taxes.”
We also recognizehave a contract with a major paper supplier to purchase newsprint. The contract requires us to purchase annually the present valuelesser of pension liabilities associated with the withdrawal from multiemployer pension plans.
We consider accounting for retirement plans critical to our operating segments because management is required to make significant subjective judgments about a fixed 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 havetons or a percentage of our total newsprint requirement at market rate in 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.


P. 40 – THE NEW YORK TIMES COMPANY – P. 43


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.
Income Taxes
We had income tax expense of $37.9 million on pre-tax income of $94.8 million in 2013. Our effective tax rate was 40.0% in 2013. The effective tax rate for 2013 was favorably affected by strong returns on corporate-owned life insurance investments and approximately $1.8 million for the reversal of reserves for uncertain tax positions due to the lapse of applicable statutes of limitations.
We had income tax expense of $94.6 million on pre-tax income of $258.6 million in 2012. Our effective tax rate was 36.6% in 2012. The effective tax rate for 2012 was favorably affected by a lower income tax rate on the sale of our ownership interest in Indeed.com.
We had income tax expense of $21.4 million on pre-tax income of $66.0 million in 2011. Our effective tax rate was 32.4% in 2011. The effective tax rate for 2011 was favorably affected by approximately $12 million for the reversal of reserves for uncertain tax positions, primarily due to the lapse of applicable statutes of limitations.
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 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.
As a result of the New England Media Group meeting the criteria of being held for sale in the third quarter of 2013, we recorded an impairment charge of $34.3 million reflecting the difference between the expected sales price and the New England Media Group’s net assets at such time. In the fourth quarter of 2013, when the sale was completed, 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 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.
The results of operations of the New England Media Group have been classified as discontinued operations for all periods presented and certain assets and liabilities are classified as held for sale 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 $300.0 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. 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 and certain assets are classified as held for sale as of December 30, 2012 and December 25, 2011.
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). The results of operations for the Regional Media Group have been classified as discontinued operations for all periods presented and certain assets and liabilities are classified as held for sale as of December 25, 2011.


THE NEW YORK TIMES COMPANY – P. 33


Discontinued operations are summarized in the following charts:
 Year Ended December 29, 2013
(In thousands)New England Media Group About Group Regional Media Group Total
Revenues$287,677
 $
 $
 $287,677
Total operating costs281,414
 
 
 281,414
Multiemployer pension plan withdrawal expense(1)
7,997
 
 
 7,997
Impairment of assets(2)
34,300
 
 
 34,300
Loss from joint ventures(240) 
 
 (240)
Interest expense, net9
 
 
 9
Pre-tax loss(36,283) 
 
 (36,283)
Income tax benefit(3)
(13,373) (2,497) 
 (15,870)
(Loss)/income from discontinued operations, net of income taxes(22,910) 2,497
 
 (20,413)
Gain/(loss) on sale, net of income taxes:       
Gain on sale(4)
47,561
 419
 
 47,980
Income tax expense 
19,457
 161
 
 19,618
Gain on sale, net of income taxes28,104
 258
 
 28,362
Income from discontinued operations, net of income taxes$5,194
 $2,755
 $
 $7,949

 Year Ended December 30, 2012
(In thousands)New England Media Group About Group Regional Media Group Total
Revenues$394,739
 $74,970
 $6,115
 $475,824
Total operating costs385,527
 51,140
 8,017
 444,684
Impairment of assets(2)

 194,732
 
 194,732
Income from joint ventures68
 
 
 68
Interest expense, net7
 
 
 7
Pre-tax income/(loss)9,273
 (170,902) (1,902) (163,531)
Income tax expense/(benefit)10,717
 (60,065) (736) (50,084)
Loss from discontinued operations, net of income taxes(1,444) (110,837) (1,166) (113,447)
Gain/(loss) on sale, net of income taxes:       
Gain/(loss) on sale
 96,675
 (5,441) 91,234
Income tax expense/(benefit)(5)

 34,785
 (29,071) 5,714
Gain on sale, net of income taxes
 61,890
 23,630
 85,520
(Loss)/income from discontinued operations, net of income taxes$(1,444) $(48,947) $22,464
 $(27,927)




P. 34 – THE NEW YORK TIMES COMPANY


  Year Ended December 25, 2011
(In thousands) New England Media Group About Group Regional Media Group Total
Revenues $398,056
 $110,826
 $259,945
 $768,827
Total operating costs 376,474
 67,475
 235,032
 678,981
Impairment of assets(2)
 1,767
 3,116
 152,093
 156,976
Income from joint ventures 298
 
 
 298
Pre-tax income/(loss) 20,113
 40,235
 (127,180) (66,832)
Income tax expense/(benefit)(6)
 11,393
 15,453
 (10,879) 15,967
Income/(loss) from discontinued operations, net of income taxes $8,720
 $24,782
 $(116,301) $(82,799)
(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 the impairment of fixed assets related to the New England Media Group in 2013; impairment of goodwill related to the About Group in 2012; impairment of intangible assets related to the About Group and impairment of goodwill related to Regional Media Group in 2011.
(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.
(5)The income tax benefit for the Regional Media Group in 2012 included a tax deduction for goodwill, which was previously non-deductible, triggered upon the sale of the Regional Media Group.
(6)The income tax benefit for the Regional Media Group in 2011 was unfavorably impacted because a portion of the goodwill impairment charge was non-deductible.
Impairment of Assets
2013
New England Media Group
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. 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.
2012
About Group
Our policy is to perform our annual goodwill impairment test in the fourth quarter of our fiscal year. However, due to certain impairment indicators at the About Group, we performed an interim impairment test as of June 24, 2012. The interim impairment test resulted in a $194.7 million non-cash charge in the second quarter of 2012 for the impairment of goodwill at the About Group. Our expectations for future operating results and cash flows at the About Group in the long term were lower than our previous estimates, primarily driven by a reassessment of the sustainability of our estimated long-term growth rate for display advertising. The reduction in our estimated long-term growth rate resulted in the carrying value of the net assets being greater than their fair value, and therefore a write-down of goodwill to its fair value was required.
2011
About Group
Our 2011 annual impairment test, which was completed in the fourth quarter, resulted in a non-cash impairment charge of $3.1 million relating to the write-down of an intangible asset at ConsumerSearch, Inc., which was part of the About Group. The impairment was driven by lower cost-per-click advertising revenues. This impairment charge reduced the carrying value of the ConsumerSearch trade name to approximately $3 million. The fair value of the trade name was calculated using a relief-from-royalty method.


THE NEW YORK TIMES COMPANY – P. 35


Regional Media Group
Due to certain impairment indicators at the Regional Media Group, including lower-than-expected operating results, we performed an interim impairment test of goodwill as of June 26, 2011. The interim test resulted in an impairment of goodwill of $152.1 million mainly from lower projected long-term operating results and cash flows of the Regional Media Group, primarily due to the continued decline in print advertising revenues. These factors resulted in the carrying value of the net assets being greater than their fair value, and therefore a write-down to fair value was required. The impairment charge reduced the carrying value of goodwill at the Regional Media Group to zero.
In determining the fair value of the Regional Media Group, we made significant judgments and estimates regarding the expected severity and duration of the uneven economic environment and the secular changes affecting the newspaper industry in the Regional Media Group markets. The effect of these assumptions on projected long-term revenues, along with the continued benefits from reductions to the group’s cost structure, played a significant role in calculating the fair value of the Regional Media Group.
LIQUIDITY AND CAPITAL RESOURCES
Overview
The following table presents information about our financial position.
Financial Position Summary
       % Change
(In thousands, except ratios) December 29,
2013

 December 30,
2012

 13-12
Cash and cash equivalents $482,745
 $820,490
 (41.2)
Marketable securities 541,035
 139,264
 *
Current portion of long-term debt and capital lease obligations 21
 123
 (82.9)
Long-term debt and capital lease obligations 684,142
 696,752
 (1.8)
Total New York Times Company stockholders’ equity 842,910
 662,325
 27.3
Ratios:      
Total debt to total capitalization 45% 51%  
Current assets to current liabilities 3.36
 3.30
  
* Represents an increase in excess of 100%.
Our primary sources of cash inflows from operations are circulation and advertising sales. Circulation and advertising provided about 52% and 42%, respectively, of total revenues in 2013. The remaining cash inflows from operations are from other revenue sources such as news services/syndication, digital archives, rental income and conferences/events. Our primary source of cash outflows are for employee compensation, pension and other benefits, raw materials, services and supplies, interest and income taxes. Contributions to our qualified pension plans can have a significant impact on cash flows. See “— Pensions and Other Postretirement Benefits” for additional information regarding our pension plans. 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. 
We have continued to strengthen our liquidity position and our debt profile. As of December 29, 2013, we had cash, cash equivalents and marketable securities of approximately $1 billion and total debt and capital lease obligations of approximately $684 million. Accordingly, our cash, cash equivalents and marketable securities exceeded total debt and capital lease obligations by over $300 million. Our cash position improved in 2013, primarily due to cash flows from operations and the proceeds from the sale of the New England Media Group and our ownership interest in Metro Boston, offset by contributions totaling approximately $74 million during 2013 to certain qualified pension plans.
In September 2013, we announced the initiation of a quarterly dividend. A dividend of $0.04 per share was paid on our Class A and Class B Common Stock in October 2013, and an additional dividend of $0.04 per share of Class A and Class B Common Stock was declared in December 2013 and paid in January 2014. We paid dividends of approximately $6 million in 2013. No dividends were declared or paid in 2012 or 2011.


P. 36 – THE NEW YORK TIMES COMPANY


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 29, 2013, by approximately $80 million, compared with approximately $350 million as of December 30, 2012. The improvement in the funded status of these pension plans reflects the increase in interest rates in 2013, solid returns on pension assets, contributions we made in early 2013 and the elimination of obligations relating to certain former employees who accepted a one-time lump-sum payment offer in 2012. We made contributions of approximately $74 million to certain qualified pension plans in 2013. We expect contributions to total approximately $16 million to satisfy minimum funding requirements in 2014. In addition, see “Legal Proceedings” regarding current matters relating to the Pension Benefit Guaranty Corporation.
Capital Resources
Sources and Uses of Cash
Cash flows provided by/(used in) by category were as follows:
   Years Ended % Change
(In thousands) December 29,
2013

 December 30,
2012

 December 25,
2011

 13-12
 12-11
Operating activities $34,855
 $79,310
 $73,927
 (56.1) 7.3
Investing activities $(353,657) $646,813
 $(18,254) *
 *
Financing activities $(19,259) $(80,854) $(250,226) (76.2) (67.7)
* Represents an increase or decrease in excess of 100%.
Operating Activities
Operating cash inflows include cash receipts from circulation and advertising sales and other revenue transactions. Operating cash outflows include payments for employee compensation, pension and other benefits, raw materials, services and supplies, interest and income taxes.
Net cash provided by operating activities in 2013 decreased compared with 2012 primarily due to cash flows related to the About Group prior to its disposition in 2012 and higher income tax payments in 2013, offset in part by lower pension contributions in 2013. We made contributions to certain qualified pension plans of approximately $74 million in 2013 compared with approximately $144 million in 2012. We also made income tax payments of approximately $53 million in 2013 compared with approximately $7 million in 2012.
Net cash provided by operating activities in 2012 increased compared with 2011 primarily due to lower interest mainly associated with the prepayment of the 14.053% Notes in August 2011, offset in part by higher income taxes primarily for the sales of our ownership interests in Indeed.com and Fenway Sports Group, as well as lower income tax refunds.
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 2013 was primarily due to net purchases of marketable securities and payments for capital expenditures, offset by proceeds from the sale of the New England Media Group and our ownership interest in Metro Boston.
Net cash provided by investing activities in 2012 was primarily due to proceeds from the sales of the About and Regional Media Groups and our ownership interests in Indeed.com and Fenway Sports Group, offset in part by net purchases of marketable securities and payments for capital expenditures.
Net cash used in investing activities in 2011 was mainly due to net purchases of marketable securities, capital expenditures and changes in restricted cash, offset in part by proceeds from the sales of a portion of our interests in


THE NEW YORK TIMES COMPANY – P. 37


Fenway Sports Group and Indeed.com, as well as proceeds primarily from the sales of UCompareHealthCare.com and Baseline in 2011.
Capital expenditures were $16.9 million in 2013, $34.9 million in 2012 and $44.9 million in 2011.
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, long-term debt and capital lease obligations.
Net cash used in financing activities in 2013 was primarily due to the repurchase of $17.4 million principal amount of our 6.625% Notes in addition to dividends paid in the fourth quarter of 2013, offset by funds from stock option exercises.
Net cash used in financing activities in 2012 was primarily for the repayment at maturity in September 2012 of all $75.0 million outstanding aggregate principal amount of the 4.610% Notes and the repurchase of $5.9 million principal amount of the 5.0% senior unsecured notes due March 15, 2015.
Net cash used in financing activities in 2011 was primarily for the prepayment of our 14.053% Notes.
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 $28.1 million of restricted cash as of December 29, 2013, primarily related to certain collateral requirements for obligations under our workers’ compensation programs.
Third-Party Financing
Our total debt and capital lease obligations consisted of the following:
(In thousands, except percentages) Coupon Rate
 December 29,
2013

 December 30,
2012

Senior notes due in 2015, net of unamortized debt costs of $43 in 2013 and $78 in 2012 5.0% 244,057
 244,022
Senior notes due in 2016, net of unamortized debt costs of $2,484 in 2013 and $3,477 in 2012 6.625% 205,111
 221,523
Option to repurchase ownership interest in headquarters building in 2019, net of unamortized debt costs of $21,741 in 2013 and $25,490 in 2012   228,259
 224,510
Total debt   677,427
 690,055
Short-term capital lease obligations(1)
   21
 123
Long-term capital lease obligations   6,715
 6,697
Total capital lease obligations   6,736
 6,820
Total debt and capital lease obligations   $684,163
 $696,875
(1)Included in “Accrued expenses and other” in our Consolidated Balance Sheets.
Based on borrowing rates currently available for debt with similar terms and average maturities, the fair value of our long-term debt was approximately $819 million as of December 29, 2013, and $840 million as of December 30, 2012. We were in compliance with our covenants under our third-party financing arrangements as of December 29, 2013.
4.610% Notes
On September 26, 2012, we repaid in full all $75.0 million aggregate principal amount of the 4.610% Notes. The 4.610% Notes were reclassified to “Current portion of long-term debt and capital lease obligations” in our Consolidated Balance Sheet in the fourth quarter of 2011.
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”). During 2012, we repurchased $5.9 million principal amount of our 5.0% Notes and recorded a


P. 38 – THE NEW YORK TIMES COMPANY


$0.4 million pre-tax charge in connection with the repurchase. This charge is included in “Interest expense, net” in our Consolidated Statements of Operations.
The 5.0% Notes may be redeemed, in whole or in part, 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 5.0% Notes are not otherwise callable.
The 5.0% Notes are subject to certain covenants that, among other things, limit (subject to customary exceptions) our ability and the ability of certain material subsidiaries to:
create liens on certain assets to secure debt; and
enter into certain sale-leaseback transactions.
14.053% Notes
In January 2009, pursuant to a securities purchase agreement with Inmobiliaria Carso, S.A. de C.V. and Banco Inbursa S.A., Institución de Banca Múltiple, Grupo Financiero Inbursa (each an “Investor” and collectively the “Investors”), we issued, for an aggregate purchase price of $250.0 million, (1) $250.0 million aggregate principal amount of the 14.053% Notes, and (2) detachable warrants to purchase 15.9 million shares of our Class A Common Stock at a price of $6.3572 per share. The warrants are exercisable at the holder’s option at any time and from time to time, in whole or in part, until January 15, 2015. Each Investor is an affiliate of Carlos Slim Helú, the beneficial owner of approximately 8% of our Class A Common Stock (excluding the warrants). Each Investor purchased an equal number of 14.053% Notes and warrants.
On August 15, 2011, we prepaid in full all $250.0 million outstanding aggregate principal amount of the 14.053% Notes. The prepayment totaled approximately $280 million, comprising (1) the $250.0 million aggregate principal amount of the 14.053% Notes; (2) approximately $3 million representing all interest that was accrued and unpaid on the 14.053% Notes; and (3) a make-whole premium amount of approximately $27 million due in connection with the prepayment. We funded the prepayment from available cash. As a result of this prepayment, we recorded a $46.4 million pre-tax charge in the third quarter of 2011. This charge is included in “Premium on debt redemption” in our Consolidated Statements of Operations. We saved, and expect to save, in excess of $39 million annually in interest expense through January 15, 2015, the original maturity date.
6.625% Notes
In November 2010, we issued $225.0 million aggregate principal amount of the 6.625% Notes. During 2013, we repurchased $17.4 million principal amount of our 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.
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


THE NEW YORK TIMES COMPANY – P. 39


“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%.
Revolving Credit Facility
In November 2012, we terminated our $125.0 million asset-backed five-year revolving credit facility and recorded a pre-tax charge of $1.4 million in connection with the early termination, which is included in “Interest expense, net” in our Consolidated Statements of Operations.
Contractual Obligations
The information provided is based on management’s best estimate and assumptions of our contractual obligations as of December 29, 2013. Actual payments in future periods may vary from those reflected in the table.
   Payment due in
(In thousands) Total
 2014
 2015-2016
 2017-2018
 Later Years
Long-term debt(1)
 $899,792
 $51,951
 $538,464
 $54,768
 $254,609
Capital leases(2)
 10,026
 573
 1,104
 1,104
 7,245
Operating leases(2)
 52,275
 12,472
 17,922
 10,998
 10,883
Benefit plans(3)
 1,376,991
 130,271
 265,010
 271,156
 710,554
Total $2,339,084
 $195,267
 $822,500
 $338,026
 $983,291
(1)Includes estimated interest payments on long-term debt. See Note 8 of the Notes to the Consolidated Financial Statements for additional information related to our long-term debt.
(2)See Note 20 of the Notes to the Consolidated Financial Statements for additional information related to our capital and operating leases.
(3)Includes estimated benefit payments under our Company-sponsored pension and other postretirement benefit plans. Payments for these plans have been estimated over a 10-year period; therefore, the amounts included in the “Later Years” column only include payments for the period of 2019-2023. While benefit payments under these plans are expected to continue beyond 2023, we believe that an estimate beyond this period is impracticable. Payments under our Company-sponsored qualified pension plans will be made out of existing assets of the pension plans and not with Company cash. Benefit plans in the table above also include estimated payments for multiemployer pension plan withdrawal liabilities. See Notes 11 and 12 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 consisting of our deferred executive compensation plan (the “DEC plan”), (2) our liability for 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 plan enables certain eligible executives to elect to defer a portion of their compensation on a pre-tax basis. While the initial deferral period is for a minimum of two years up to a maximum of 15 years (after which time taxable distributions must begin), the executive has the option to extend the deferral period. Therefore, the future payments under the DEC plan are not determinable. See Note 13 of the Notes to the Consolidated Financial Statements for additional information on “Other Liabilities–Other.”
Our tax liability for uncertain tax positions was approximately $64 million, including approximately $18 million of accrued interest and penalties as of December 29, 2013. 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 14 of the Notes to the Consolidated Financial Statements for additional information on “Income Taxes.”
We have a contract with 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


P. 40 – THE NEW YORK TIMES COMPANY


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 29, 2013.
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.
We believe our critical accounting policies include our accounting for long-lived assets, retirement benefits, income taxes, self-insurance liabilities and accounts receivable allowances. Specific risks related to our critical accounting policies are discussed below.
Long-Lived Assets
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. All other long-lived assets are tested for impairment if certain circumstances indicate that a possible impairment exists.
(In thousands) December 29,
2013

 December 30,
2012

Goodwill $125,871
 $122,691
Property, plant and equipment, net 713,356
 773,469
Long-lived assets $839,227
 $896,160
Total assets $2,572,552
 $2,815,609
Percentage of long-lived assets to total assets 33% 32%
The impairment analysis is considered critical because of the significance of long-lived assets 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 2013 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 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 NEW YORK TIMES COMPANY – P. 41


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 and other long-lived assets 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 values of its long-lived assets 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 and (3) 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 Notes 6 and 15 of the Notes to the Consolidated Financial Statements.
Retirement 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 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 operationsoperating 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.
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.


P. 42 – THE NEW YORK TIMES COMPANY


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 $43 million as of December 29, 2013 and $42 million as of December 30, 2012 and $52 million as of December 25, 2011.2012.
Accounts Receivable Allowances
Credit is extended to our advertisers and subscribers based upon an evaluation of the customers’ financial condition, and collateral is not required from such customers. We use prior credit losses as a percentage of credit sales, the aging of accounts receivable and specific identification of potential losses to establish reserves for credit losses on accounts receivable. In addition, we establish reserves for estimated rebates, returns, rate adjustments and discounts based on historical experience.
(In thousands) December 30,
2012

 December 25,
2011

 December 29,
2013

 December 30,
2012

Accounts receivable, net $237,932
 $247,436
 $202,303
 $197,589
Accounts receivable allowances 17,390
 17,275
 14,252
 15,452
Accounts receivable - gross $255,322
 $264,711
 $216,555
 $213,041
Total current assets $1,308,408
 $1,263,935
 $1,172,267
 $1,397,568
Percentage of accounts receivable allowances to gross accounts receivable 7% 7% 7% 7%
Percentage of net accounts receivable to current assets 18% 20% 17% 14%
We consider accounting for accounts receivable allowances critical to our operating segmentsoperations because of the significance of accounts receivable to our current assets and operating cash flows. If the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required, which could have a material effect on our Consolidated Financial Statements.


P. 44 – THE NEW YORK TIMES COMPANY


PENSIONS AND OTHER POSTRETIREMENT BENEFITS
We sponsor several single-employer defined benefit pension plans, the majority of which have been frozen; participate in joint Company and Guild-sponsored plans, The New York Times Newspaper Guild pension plan, a joint Company and Guild-sponsored plan, which has been frozen;frozen, and a new defined benefit plan, subject to the approval of the Internal Revenue Service; and make contributions to several multiemployer pension plans in connection with collective bargaining agreements. These plans cover the majority of our employees. The table below includes the liability for all of these plans.


THE NEW YORK TIMES COMPANY – P. 43


(In thousands) December 30, 2012
 December 25, 2011
 December 29, 2013
 December 30, 2012
Pension and other postretirement liabilities $928,688
 $1,013,091
 $563,162
 $878,242
Total liabilities $2,170,524
 $2,373,941
 $1,726,018
 $2,149,973
Percentage of pension and other postretirement liabilities to total liabilities 43% 43% 33% 41%
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. OurAll of our non-qualified plans, which provide enhanced retirement benefits to select members of management.employees, are currently frozen, except for a foreign-based pension plan discussed below. The New York Times Newspaper Guild pension plan is a qualified plan and is also included in the table below.
We also have a foreign-based pension plan for certain IHTnon-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.
The funded status of our qualified and non-qualified pension plans as of December 30, 201229, 2013 is as follows:
 December 30, 2012 December 29, 2013
(In thousands) 
Qualified
Plans
 
Non-Qualified
Plans
 All Plans 
Qualified
Plans
 
Non-Qualified
Plans
 All Plans
Pension obligation $2,011,992
 $303,059
 $2,315,051
 $1,778,647
 $262,501
 $2,041,148
Fair value of plan assets 1,615,723
 
 1,615,723
 1,698,091
 
 1,698,091
Pension underfunded/unfunded obligation $396,269
 $303,059
 $699,328
 $80,556
 $262,501
 $343,057
We made contributions of approximately $144$74 million to certain qualified pension plans in 2012. The majority of these contributions were discretionary.2013. In January 2013, we made a contribution of approximately $57 million to The New York Times Newspaper Guild pension plan, of which $20 million was estimated to be necessary to satisfy minimum funding requirements in 2013. We expect mandatory contributions to other qualified pension plans will increase our total contributionsapproximately $16 million to approximately $71 million for the full year of 2013. We will continue to evaluate whether to make additional discretionary contributionssatisfy minimum funding requirements in 2013 to our qualified pension plans based on cash flows, pension asset performance, interest rates and other factors.2014.
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 8.00% in 2012.7.85% at the beginning of 2013. Our plan assets had a rate of return of approximately 15%7% in 20122013 and an average annual return of approximately 10%8% over the three-year period 2010-2012.2011-2013. We regularly review our actual asset allocation and periodically rebalance our investments to meet our investment strategy.
The value (“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.


THE NEW YORK TIMES COMPANY – P. 45


Based on the composition of our assets at the beginningend of the year, we estimated our 20132014 expected long-term rate of return to be 7.85%7.00%, a decline from 8.00%7.85% in 2012.2013. If we had decreased our expected long-term rate of return on our plan assets by 50 basis points to 7.50%7.35% in 2012,2013, pension expense would have increased by approximately $7$8 million in 20122013 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.


P. 44 – 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.
The weighted average discount rate determined on this basis was 4.00%4.90% for our qualified plans and 3.70%4.60% for our non-qualified plans as of December 30, 201229, 2013.
If we had decreased the expected discount rate by 50 basis points for our qualified plans and our non-qualified plans in 2012,2013, pension expense would have increased by approximately $2$1 million and $0.2 million, respectively, and as of December 30, 2012,29, 2013 and our pension obligation would have increased by approximately $137 million and $16 million, respectively.$122 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 $109$119 million as of December 30, 2012.29, 2013. This liability represents the present value of the obligations related to complete and partial withdrawals from certain plans as well as an estimate of future partial withdrawals that we considered probable and reasonably estimable. For the plans that have yet to provide us with a demand letter, the actual liability will not be known until those plans 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 11 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 no longer 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 increased toremained flat at 8.00% as of December 30, 201229, 2013, from 7.33% as of December 25, 2011.. 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 20122013 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 $3 million or a decrease of approximately $2 million in our accumulated benefit obligation as of December 30, 201229, 2013. 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 12 of the Notes to the Consolidated Financial Statements for additional information.
RECENT ACCOUNTING PRONOUNCEMENTS
In July 2013, the Financial Accounting Standards Board (“FASB”) issued ASU 2013-11, “Presentation of an Unrecognized Tax Benefit when a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists,” which prescribes that a liability related to an unrecognized tax benefit to be offset against a deferred tax asset for a net operating loss carryforward, a similar tax loss or a tax credit carryforward if such settlement is required or expected in the event the uncertain tax position is disallowed. In situations in which a net operating loss carryforward, a similar tax loss or a tax credit carryforward is not available at the reporting date under the tax law of a jurisdiction or the tax law of a jurisdiction does not require it, and we do not intend to use the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statement as a liability and should not be combined with deferred tax assets. This guidance becomes effective for the Company for fiscal years beginning


P. 46 – THE NEW YORK TIMES COMPANY – P. 45


RECENT ACCOUNTING PRONOUNCEMENTSafter December 15, 2013, and will be applied on a prospective basis. We do not anticipate the adoption of this guidance will have a material impact on our financial statements.
In February 2013, the Financial Accounting Standards Board (“FASB”) amended its presentation guidance on comprehensive income to improve the reporting of reclassifications out of accumulated other comprehensive income(“AOCI”). The new accounting guidance requires entities to provide information about the amounts reclassified out of AOCI by component. In addition, entities are required to present, either on the face of the financial statements or in the notes, significant amounts reclassified out of AOCI by the respective line items of net income, but only if the amount reclassified is required to be reclassified in its entirety in the same reporting period. For amounts that are not required to be reclassified in their entirety to net income, entities are required to cross-reference to other disclosures that provide additional details about those amounts. The amended guidance is effective prospectively for reporting periods beginning after December 15, 2012. We do not anticipateadopted the adoption of thisnew guidance will have a material impact on ourand present the reclassifications in the notes to the financial statements.
In June 2011, the FASB amended its guidance on the presentation of comprehensive income/(loss) in financial statements to improve the comparability, consistency and transparency of financial reporting and to increase the prominence of items that are recorded in other comprehensive income/(loss). The new accounting guidance requires entities to report components of comprehensive income/(loss) in either (1) a continuous statement of comprehensive income/(loss) or (2) two separate but consecutive statements. The provisions of this guidance are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. We adopted the guidance and report components of comprehensive income/(loss) in two separate but consecutive statements consisting of an income statement followed by a separate statement of comprehensive income/(loss).



THE NEW YORK TIMES COMPANY – P. 47


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 30, 201229, 2013, our portfolio does not include variable-rate debt.
Newsprint is a commodity subject to supply and demand market conditions. We have equity investments in two paper mills, which provide a partialsubstantial hedge against price volatility. The cost of raw materials, of which newsprint expense is a major component, represented approximately 7% and 8% of our total operating costs in 20122013 and 20112012, respectively. Based on the number of newsprint tons consumed in 20122013 and 20112012, a $10 per ton increase in newsprint prices would have resulted in additional newsprint expense of $1.7$1.2 million (pre-tax) in 2013 and $1.3 million (pre-tax) in 2012 and $2.2 million (pre-tax), but would also result in 2011.improved performance in our joint ventures.
The discount rate used to measure the benefit obligations for our qualified pension plans is determined by using the Ryan ACM 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 were to experience labor unrest strikes or other business interruptions in connection with labor negotiations or otherwise, or if we are unable to negotiate labor contracts on reasonable terms, our ability to produce and deliver our most significant products could be impaired.
See Notes 4, 7, 8, 11 and 20 of the Notes to the Consolidated Financial Statements.



P. 4846 – THE NEW YORK TIMES COMPANY


ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 
THE NEW YORK TIMES COMPANY 20122013 FINANCIAL REPORT
  
INDEXPAGE
 



THE NEW YORK TIMES COMPANY – P. 49
47


MANAGEMENT’S RESPONSIBILITIES REPORT
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 2013, 2012 2011 and 2010.2011. 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 52.50.
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.    
THE NEW YORK TIMES COMPANY
 
THE NEW YORK TIMES COMPANY
     
BY:
/s/ MARK THOMPSON
 BY:
/s/ JAMES M. FOLLO
 Mark Thompson  James M. Follo
 President and Chief Executive Officer  SeniorExecutive Vice President and Chief Financial Officer
 February 28, 201326, 2014  February 28, 201326, 2014


P. 5048 – THE NEW YORK TIMES 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.
Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 30, 201229, 2013. 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.Framework (1992 framework). Based on its assessment, management concluded that the Company’s internal control over financial reporting was effective as of December 30, 201229, 2013.
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 30, 201229, 2013, which is included on Page 5351 in this Annual Report on Form 10-K.


THE NEW YORK TIMES COMPANY – P. 51
49


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, NY
We have audited the accompanying consolidated balance sheets of The New York Times Company as of December 30, 201229, 2013 and December 25, 201130, 2012, 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 30, 201229, 2013. Our audits also included the financial statement schedule listed at Item 15(A)(2) of The New York Times Company’s 20122013 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 30, 201229, 2013 and December 25, 201130, 2012, and the consolidated results of its operations and its cash flows for each of the three fiscal years in the period ended December 30, 201229, 2013, 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 30, 201229, 2013, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (1992 framework), and our report dated February 28, 201326, 2014 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP
New York, New York
February 28, 201326, 2014
 



P. 5250 – 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, NY
We have audited The New York Times Company’s internal control over financial reporting as of December 30, 201229, 2013, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (1992 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 30, 201229, 2013 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 30, 201229, 2013 and December 25, 201130, 2012, 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 30, 201229, 2013 and our report dated February 28, 201326, 2014 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP
New York, New York
February 28, 201326, 2014
 



THE NEW YORK TIMES COMPANY – P. 53
51


CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data) December 30,
2012

 December 25,
2011

 December 29, 2013

December 30, 2012
Assets        
Current assets        
Cash and cash equivalents $820,489
 $175,151
 $482,745
 $820,490
Short-term investments 134,820
 104,846
Accounts receivable (net of allowances: 2012 – $17,390; 2011 – $17,275) 237,932
 247,436
Inventories 10,414
 17,780
Short-term marketable securities 364,880
 134,820
Accounts receivable (net of allowances: 2013 – $14,252; 2012 – $15,452) 202,303
 197,589
Deferred income taxes 58,214
 73,055
 65,859
 58,214
Prepaid assets 20,250
 23,085
Other current assets 46,539
 55,665
 36,230
 26,320
Assets held for sale 
 590,002
 
 137,050
Total current assets 1,308,408
 1,263,935
 1,172,267
 1,397,568
Long-term marketable securities 176,155
 4,444
Investments in joint ventures 42,702
 82,019
 40,213
 40,872
Property, plant and equipment:        
Equipment 749,679
 757,849
 623,249
 624,793
Buildings, building equipment and improvements 726,698
 727,034
 650,293
 651,113
Software 202,633
 188,026
 189,684
 190,320
Land 113,015
 112,883
 105,710
 105,692
Assets in progress 10,088
 14,013
 15,402
 9,527
Total, at cost 1,802,113
 1,799,805
 1,584,338
 1,581,445
Less: accumulated depreciation and amortization (941,728) (862,665) (870,982) (807,976)
Property, plant and equipment, net 860,385
 937,140
 713,356
 773,469
Goodwill (less accumulated impairment losses of $805,218 in 2012 and 2011) 122,691
 121,618
Goodwill 125,871
 122,691
Deferred income taxes 301,078
 280,283
 179,989
 302,212
Miscellaneous assets 171,071
 198,455
 164,701
 166,214
Total assets $2,806,335
 $2,883,450
 $2,572,552
 $2,807,470
 See Notes to the Consolidated Financial Statements.


P. 52 – THE NEW YORK TIMES COMPANY


CONSOLIDATED BALANCE SHEETS — continued
(In thousands, except share and per share data) December 29,
2013

 December 30,
2012

Liabilities and stockholders’ equity    
Current liabilities    
Accounts payable $90,982
 $88,990
Accrued payroll and other related liabilities 91,629
 86,772
Unexpired subscriptions 58,007
 57,336
Accrued expenses 107,755
 118,753
Accrued income taxes 138
 38,932
Liabilities held for sale 
 32,373
Total current liabilities 348,511
 423,156
Other liabilities    
Long-term debt and capital lease obligations 684,142
 696,752
Pension benefits obligation 444,328
 737,889
Postretirement benefits obligation 90,602
 110,347
Other 158,435
 173,690
Total other liabilities 1,377,507
 1,718,678
Stockholders’ equity    
Serial preferred stock of $1 par value – authorized 200,000 shares – none issued 
 
Common stock of $.10 par value:    
Class A – authorized: 300,000,000 shares; issued: 2013 – 151,289,625; 2012 – 150,270,975 (including treasury shares: 2013 – 2,180,471; 2012 – 2,483,537) 15,129
 15,027
Class B – convertible – authorized and issued shares: 2013 – 818,061; 2012 – 818,385 (including treasury shares: 2013 – none; 2012 – none) 82
 82
Additional paid-in capital 33,045
 25,610
Retained earnings 1,283,518
 1,230,450
Common stock held in treasury, at cost (86,253) (96,278)
Accumulated other comprehensive loss, net of income taxes:    
Foreign currency translation adjustments-gain 12,674
 11,327
Unrealized loss on available-for-sale security 
 (431)
Funded status of benefit plans (415,285) (523,462)
Total accumulated other comprehensive loss, net of income taxes (402,611) (512,566)
Total New York Times Company stockholders’ equity 842,910
 662,325
Noncontrolling interest 3,624
 3,311
Total stockholders’ equity 846,534
 665,636
Total liabilities and stockholders’ equity $2,572,552
 $2,807,470
 See Notes to the Consolidated Financial Statements.


THE NEW YORK TIMES COMPANY – P. 53


CONSOLIDATED STATEMENTS OF OPERATIONS
  Years Ended
(In thousands) December 29,
2013


December 30,
2012


December 25,
2011

  (52 weeks)
 (53 weeks)
 (52 weeks)
Revenues      
Circulation $824,277
 $795,037
 $705,163
Advertising 666,687
 711,829
 756,148
Other 86,266
 88,475
 93,263
Total revenues 1,577,230
 1,595,341
 1,554,574
Operating costs      
Production costs:      
Raw materials 92,886
 106,381
 108,267
Wages and benefits 332,085
 331,321
 315,900
Other 201,942
 213,616
 216,094
Total production costs 626,913
 651,318
 640,261
Selling, general and administrative costs 706,354
 711,112
 687,558
Depreciation and amortization 78,477
 78,980
 83,833
Total operating costs 1,411,744
 1,441,410
 1,411,652
Pension settlement expense 3,228
 47,657
 
Multiemployer pension plan withdrawal expense 6,171
 
 4,228
Other expense 
 2,620
 4,500
Impairment of assets 
 
 7,458
Operating profit 156,087
 103,654
 126,736
Gain on sale of investments 
 220,275
 71,171
Impairment of investments 
 5,500
 
(Loss)/income from joint ventures (3,215) 2,936
 (270)
Premium on debt redemption 
 
 46,381
Interest expense, net 58,073
 62,808
 85,243
Income from continuing operations before income taxes 94,799
 258,557
 66,013
Income tax expense 37,892
 94,617
 21,417
Income from continuing operations 56,907
 163,940
 44,596
Discontinued operations:      
(Loss) from discontinued operations, net of income taxes (20,413) (113,447) (82,799)
Gain on sale, net of income taxes 28,362
 85,520
 
Income/(loss) from discontinued operations, net of income taxes 7,949
 (27,927) (82,799)
Net income/(loss) 64,856
 136,013
 (38,203)
Net loss/(income) attributable to the noncontrolling interest 249
 (166) 555
Net income/(loss) attributable to The New York Times Company common stockholders $65,105
 $135,847
 $(37,648)
Amounts attributable to The New York Times Company common stockholders:      
Income from continuing operations $57,156
 $163,774
 $45,151
Income/(loss) from discontinued operations, net of income taxes 7,949
 (27,927) (82,799)
Net income/(loss) $65,105
 $135,847
 $(37,648)
See Notes to the Consolidated Financial Statements.


P. 54 – THE NEW YORK TIMES COMPANY


CONSOLIDATED BALANCE SHEETSSTATEMENTS OF OPERATIONS — continued
(In thousands, except share and per share data) December 30,
2012

 December 25,
2011

Liabilities and stockholders’ equity    
Current liabilities    
Accounts payable $96,962
 $98,385
Accrued payroll and other related liabilities 95,180
 112,024
Unexpired subscriptions 66,850
 63,103
Accrued expenses 124,489
 165,564
Accrued income taxes 38,932
 
Current portion of long-term debt and capital lease obligations 164
 74,900
Total current liabilities 422,577
 513,976
Other liabilities    
Long-term debt and capital lease obligations 696,914
 698,220
Pension benefits obligation 788,268
 880,504
Postretirement benefits obligation 110,347
 104,192
Other 152,418
 177,049
Total other liabilities 1,747,947
 1,859,965
Stockholders’ equity    
Serial preferred stock of $1 par value – authorized 200,000 shares – none issued 
 
Common stock of $.10 par value:    
Class A – authorized: 300,000,000 shares; issued: 2012 – 150,270,975; 2011 – 150,007,446 (including treasury shares: 2012 – 2,483,537; 2011 – 2,979,786) 15,027
 15,001
Class B – convertible – authorized and issued shares: 2012 – 818,385; 2011 – 818,885 (including treasury shares: 2012 – none; 2011 – none) 82
 82
Additional paid-in capital 25,610
 32,024
Retained earnings 1,219,798
 1,086,625
Common stock held in treasury, at cost (96,278) (110,974)
Accumulated other comprehensive loss, net of income taxes:    
Foreign currency translation adjustments 11,327
 10,928
Unrealized derivative loss on cash-flow hedge of equity method investment 
 (652)
Unrealized loss on available-for-sale security (431) 
Funded status of benefit plans (542,635) (526,674)
Total accumulated other comprehensive loss, net of income taxes (531,739) (516,398)
Total New York Times Company stockholders’ equity 632,500
 506,360
Noncontrolling interest 3,311
 3,149
Total stockholders’ equity 635,811
 509,509
Total liabilities and stockholders’ equity $2,806,335
 $2,883,450
  Years Ended
(In thousands, except per share data) December 29,
2013

 December 30,
2012

 December 25,
2011

  (52 weeks)
 (53 weeks)
 (52 weeks)
Average number of common shares outstanding:      
Basic 149,755
 148,147
 147,190
Diluted 157,774
 152,693
 152,007
Basic earnings/(loss) per share attributable to The New York Times Company common stockholders:      
Income from continuing operations $0.38
 $1.11
 $0.31
Income/(loss) from discontinued operations, net of income taxes 0.05
 (0.19) (0.57)
Net income/(loss) $0.43
 $0.92
 $(0.26)
Diluted earnings/(loss) per share attributable to The New York Times Company common stockholders:      
Income from continuing operations $0.36
 $1.07
 $0.30
Income/(loss) from discontinued operations, net of income taxes 0.05
 (0.18) (0.55)
Net income/(loss) $0.41
 $0.89
 $(0.25)
Dividends declared per share $0.08
 $0.00
 $0.00
See Notes to the Consolidated Financial Statements.



THE NEW YORK TIMES COMPANY – P. 55


CONSOLIDATED STATEMENTS OF OPERATIONSCOMPREHENSIVE INCOME/(LOSS)
  Years Ended
(In thousands) December 30,
2012

 December 25,
2011

 December 26,
2010

  (53 weeks)
 (52 weeks)
 (52 weeks)
Revenues      
Advertising $898,078
 $954,531
 $994,144
Circulation 952,968
 862,982
 851,077
Other 139,034
 135,117
 135,506
Total 1,990,080
 1,952,630
 1,980,727
Operating costs      
Production costs:      
Raw materials 136,526
 138,622
 136,639
Wages and benefits 443,756
 422,200
 421,067
Other 251,946
 249,747
 248,768
Total production costs 832,228
 810,569
 806,474
Selling, general and administrative costs 901,405
 886,232
 909,909
Depreciation and amortization 96,758
 94,224
 96,620
Total operating costs 1,830,391
 1,791,025
 1,813,003
Pension settlement expense 48,729
 
 
Other expense 2,620
 4,500
 
Impairment of assets 
 9,225
 16,148
Pension withdrawal expense 
 4,228
 6,268
Operating profit 108,340
 143,652
 145,308
Gain on sale of investments 220,275
 71,171
 9,128
Impairment of investments 5,500
 
 
Income from joint ventures 3,004
 28
 19,035
Premium on debt redemption 
 46,381
 
Interest expense, net 62,815
 85,243
 85,062
Income from continuing operations before income taxes 263,304
 83,227
 88,409
Income tax expense 103,482
 31,932
 33,317
Income from continuing operations 159,822
 51,295
 55,092
Discontinued operations:      
(Loss)/income from discontinued operations, net of income taxes (112,003) (91,519) 53,613
Gain on sale, net of income taxes 85,520
 
 13
(Loss)/income from discontinued operations, net of income taxes (26,483) (91,519) 53,626
Net income/(loss) 133,339
 (40,224) 108,718
Net (income)/loss attributable to the noncontrolling interest (166) 555
 (1,014)
Net income/(loss) attributable to The New York Times Company common stockholders $133,173
 $(39,669) $107,704
Amounts attributable to The New York Times Company common stockholders:      
Income from continuing operations $159,656
 $51,850
 $54,078
(Loss)/income from discontinued operations, net of income taxes (26,483) (91,519) 53,626
Net income/(loss) $133,173
 $(39,669) $107,704
  Years Ended
(In thousands) December 29,
2013

 December 30,
2012

 December 25,
2011

  (52 weeks)
 (53 weeks)
 (52 weeks)
Net income/(loss) $64,856
 $136,013
 $(38,203)
Other comprehensive income/(loss), before tax:      
Foreign currency translation adjustments-gain/(loss) 2,613
 536
 (523)
Unrealized derivative gain/(loss) on cash-flow hedge of equity method investment 
 1,143
 839
Unrealized gain/(loss) on available-for-sale security 729
 (729) 
Pension and postretirement benefits obligation 180,340
 (27,222) (211,289)
Other comprehensive (loss)/income, before tax 183,682
 (26,272) (210,973)
Income tax benefit (73,165) 10,760
 86,065
Other comprehensive (loss)/income, net of tax 110,517
 (15,512) (124,908)
Comprehensive income/(loss) 175,373
 120,501
 (163,111)
Comprehensive loss/(income) attributable to the noncontrolling interest (313) (162) 1,000
Comprehensive income/(loss) attributable to The New York Times Company common stockholders $175,060
 $120,339
 $(162,111)
See Notes to the Consolidated Financial Statements.


P. 56 – THE NEW YORK TIMES COMPANY


CONSOLIDATED STATEMENTS OF OPERATIONS — continued
CHANGES IN STOCKHOLDERS’ EQUITY
  Years Ended
(In thousands, except per share data) December 30,
2012

 December 25,
2011

 December 26,
2010

  (53 weeks)
 (52 weeks)
 (52 weeks)
Average number of common shares outstanding:      
Basic 148,147
 147,190
 145,636
Diluted 152,693
 152,007
 152,600
Basic earnings/(loss) per share attributable to The New York Times Company common stockholders:      
Income from continuing operations $1.08
 $0.35
 $0.37
(Loss)/income from discontinued operations, net of income taxes (0.18) (0.62) 0.37
Net income/(loss) $0.90
 $(0.27) $0.74
Diluted earnings/(loss) per share attributable to The New York Times Company common stockholders:      
Income from continuing operations $1.04
 $0.34
 $0.35
(Loss)/income from discontinued operations, net of income taxes (0.17) (0.60) 0.36
Net income/(loss) $0.87
 $(0.26) $0.71
See Notes to the Consolidated Financial Statements.



THE NEW YORK TIMES COMPANY – P. 57


CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS)
  Years Ended
(In thousands) December 30,
2012

 December 25,
2011

 December 26,
2010

  (53 weeks)
 (52 weeks)
 (52 weeks)
Net income/(loss) $133,339
 $(40,224) $108,718
Other comprehensive income/(loss), before tax:      
Foreign currency translation adjustments 536
 (523) (9,616)
Unrealized derivative gain/(loss) on cash-flow hedge of equity method investment 1,143
 839
 (762)
Unrealized loss on available-for-sale security (729) 
 
Pension and postretirement benefits obligation (26,938) (219,590) (96,668)
Other comprehensive loss, before tax (25,988) (219,274) (107,046)
Income tax benefit 10,643
 89,502
 43,673
Other comprehensive loss, net of tax (15,345) (129,772) (63,373)
Comprehensive income/(loss) 117,994
 (169,996) 45,345
Comprehensive (income)/loss attributable to the noncontrolling interest (162) 1,000
 (948)
Comprehensive income/(loss) attributable to The New York Times Company common stockholders $117,832
 $(168,996) $44,397
 
(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
Compre-hensive
Loss, Net of
Income
Taxes
Total
New York
Times
Company
Stock-
holders’
Equity
Non-
controlling
Interest
Total
Stock-
holders’
Equity
 
 Balance, December 26, 2010, as reported$15,012
$40,155
$1,126,294
$(134,463)$(387,071)$659,927
$4,149
$664,076
 Cumulative prior period adjustment

5,957

14,476
20,433

20,433
 Balance, December 26, 201015,012
40,155
1,132,251
(134,463)(372,595)680,360
4,149
684,509
 Net loss

(37,648)

(37,648)(555)(38,203)
 Other comprehensive loss



(124,463)(124,463)(445)(124,908)
 Issuance of shares:        
 Employee stock purchase plan – 603,114 Class A shares60
4,258



4,318

4,318
 Stock options – 100,200 Class A shares11
353



364

364
 Stock conversions – 240 Class B shares to Class A shares







 Restricted stock units vested – 210,769 Class A shares
(6,250)
4,965

(1,285)
(1,285)
 401(k) Company stock match – 781,088 Class A shares
(11,800)
18,524

6,724

6,724
 Stock-based compensation
9,410



9,410

9,410
 Income tax shortfall related to share-based payments
(4,102)


(4,102)
(4,102)
 Balance, December 25, 201115,083
32,024
1,094,603
(110,974)(497,058)533,678
3,149
536,827
 Net income

135,847


135,847
166
136,013
 Other comprehensive loss



(15,508)(15,508)(4)(15,512)
 Issuance of shares:        
 Stock options – 176,400 Class A shares18
712



730

730
 Stock conversions – 500 Class B shares to Class A shares







 Restricted stock units vested – 92,847 Class A shares8
(656)
147

(501)
(501)
 401(k) Company stock match – 490,031 Class A shares
(10,785)
14,549

3,764

3,764
 Stock-based compensation
5,329



5,329

5,329
 Income tax shortfall related to share-based payments
(1,014)


(1,014)
(1,014)
 Balance, December 30, 201215,109
25,610
1,230,450
(96,278)(512,566)662,325
3,311
665,636
 Net income/(loss)

65,105


65,105
(249)64,856
 Dividends

(12,037)

(12,037)
(12,037)
 Other comprehensive income



109,955
109,955
562
110,517
 Issuance of shares:        
 Stock options – 914,272 Class A shares92
4,994



5,086

5,086
 Stock conversions – 324 Class B shares to Class A shares







 Restricted stock units vested – 104,054 Class A shares10
(756)


(746)
(746)
 401(k) Company stock match – 303,066 Class A shares
(6,571)
10,025

3,454

3,454
 Stock-based compensation
6,813



6,813

6,813
 Income tax benefit related to share-based payments
2,955



2,955

2,955
 Balance, December 29, 2013$15,211
$33,045
$1,283,518
$(86,253)$(402,611)$842,910
$3,624
$846,534
See Notes to the Consolidated Financial Statements.


P. 58 – 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
Compre-hensive
Loss, Net of
Income
Taxes
Total
New York
Times
Company
Stock-
holders’
Equity
Non-
controlling
Interest
Total
Stock-
holders’
Equity
 
 Balance, December 27, 2009$14,915
$43,603
$1,018,590
$(149,302)$(323,764)$604,042
$3,201
$607,243
 Net income

107,704


107,704
1,014
108,718
 Other comprehensive loss



(63,307)(63,307)(66)(63,373)
 Issuance of shares:        
 Retirement units – 18,038 Class A shares
(109)
427

318

318
 Employee stock purchase plan – 722,916 Class A shares72
3,761



3,833

3,833
 Stock options – 257,600 Class A shares25
913



938

938
 Stock conversions – 6,350 Class B shares to Class A shares







 Restricted stock units vested – 203,566 Class A shares
(6,180)
4,828

(1,352)
(1,352)
 401(k) Company stock match – 435,895 Class A shares
(5,106)
9,584

4,478

4,478
 Stock-based compensation
7,119



7,119

7,119
 Tax shortfall from equity award exercises
(3,846)


(3,846)
(3,846)
 Balance, December 26, 201015,012
40,155
1,126,294
(134,463)(387,071)659,927
4,149
664,076
 Net loss

(39,669)

(39,669)(555)(40,224)
 Other comprehensive loss



(129,327)(129,327)(445)(129,772)
 Issuance of shares:        
 Employee stock purchase plan – 603,114 Class A shares60
4,258



4,318

4,318
 Stock options – 100,200 Class A shares11
353



364

364
 Stock conversions – 240 Class B shares to Class A shares







 Restricted stock units vested – 210,769 Class A shares
(6,250)
4,965

(1,285)
(1,285)
 401(k) Company stock match – 781,088 Class A shares
(11,800)
18,524

6,724

6,724
 Stock-based compensation
9,410



9,410

9,410
 Tax shortfall from equity award exercises
(4,102)


(4,102)
(4,102)
 Balance, December 25, 201115,083
32,024
1,086,625
(110,974)(516,398)506,360
3,149
509,509
 Net income

133,173


133,173
166
133,339
 Other comprehensive loss



(15,341)(15,341)(4)(15,345)
 Issuance of shares:        
 Stock options – 176,400 Class A shares18
712



730

730
 Stock conversions – 500 Class B shares to Class A shares







 Restricted stock units vested – 92,847 Class A shares8
(656)
147

(501)
(501)
 401(k) Company stock match – 490,031 Class A shares
(10,785)
14,549

3,764

3,764
 Stock-based compensation
5,329



5,329

5,329
 Tax shortfall from equity award exercises
(1,014)


(1,014)
(1,014)
 Balance, December 30, 2012$15,109
$25,610
$1,219,798
$(96,278)$(531,739)$632,500
$3,311
$635,811
See Notes to the Consolidated Financial Statements.


THE NEW YORK TIMES COMPANY – P. 59
57


CONSOLIDATED STATEMENTS OF CASH FLOWS
Years EndedYears Ended
(In thousands)December 30,
2012

December 25,
2011

December 26,
2010

December 29,
2013

December 30,
2012

December 25,
2011

Cash flows from operating activities  
Net income/(loss)$133,339
$(40,224)$108,718
$64,856
$136,013
$(38,203)
Adjustments to reconcile net income/(loss) to net cash provided by operating activities:  
Impairment of assets194,732
164,434
16,148
34,300
194,732
164,434
Pension settlement expense48,729


3,228
47,657

Pension withdrawal expense
4,228
6,268
Multiemployer pension withdrawal expense14,168

4,228
Other expense2,620
4,500


2,620
4,500
Gain on sale of investments(220,275)(71,171)(9,128)
(220,275)(71,171)
Impairment on investments5,500



5,500

Premium on debt redemption
46,381



46,381
Gain on sale of About Group(96,675)

Gain on sale of New England Media Group & About Group(47,561)(96,675)
Loss on sale of Regional Media Group5,441



5,441

Gain on sale of Radio Operations

(16)
Depreciation and amortization103,775
116,454
120,950
85,477
103,775
116,454
Stock-based compensation expense4,693
8,497
7,029
8,741
4,693
8,497
Return on equity method investments2,586
3,435
(10,710)
Undistributed loss on equity method investments3,619
2,586
3,435
Deferred income taxes(1,369)60,741
61,271
44,102
1,380
65,045
Long-term retirement benefit obligations(140,423)(141,714)(167,498)(112,133)(143,724)(144,613)
Other – net9,737
(462)5,611
12,928
9,737
(462)
Changes in operating assets and liabilities:  
Accounts receivable – net5,130
12,603
39,830
3,148
5,130
12,603
Inventories6,806
(4,955)171
176
6,806
(4,955)
Other current assets(8,477)1,820
(572)1,675
(8,477)1,820
Accounts payable and other liabilities19,478
(93,581)(20,137)(83,072)18,429
(97,007)
Unexpired subscriptions3,962
2,941
(4,608)1,203
3,962
2,941
Net cash provided by operating activities79,309
73,927
153,327
34,855
79,310
73,927
Cash flows from investing activities  
Purchase of short-term investments(439,700)(279,721)(29,974)
Maturities of short-term investments409,726
204,849

Proceeds from sale of About Group, net of cash sold of $998316,114


Purchases of marketable securities(860,848)(439,700)(279,721)
Maturities of marketable securities447,350
409,726
204,849
Proceeds from sale of business68,585
456,158

Proceeds from investments – net of purchases250,918
117,966
9,254
12,004
250,918
117,966
Proceeds from sale of Regional Media Group140,044


Capital expenditures(34,888)(44,887)(33,565)(16,942)(34,888)(44,887)
Change in restricted cash3,287
(27,628)
(3,806)3,287
(27,628)
Proceeds from the sale of assets1,312
11,167
2,265

1,312
11,167
Loan repayments

11,500
Net cash provided by/(used in) investing activities646,813
(18,254)(40,520)
Net cash (used in)/provided by investing activities(353,657)646,813
(18,254)
Cash flows from financing activities  
Long-term obligations:  
Repayments(19,959)(81,584)(590)
Redemption of long-term debt
(250,000)


(250,000)
Repayments(81,584)(590)(592)
Proceeds from issuance of senior unsecured notes

220,248
Dividends paid(6,040)

Capital shares:  
Issuance730
364
1,010
Net cash (used in)/provided by financing activities(80,854)(250,226)220,666
Net increase/(decrease) in cash and cash equivalents645,268
(194,553)333,473
Issuances5,086
730
364
Income tax benefit related to share-based payments1,654


Net cash used in financing activities(19,259)(80,854)(250,226)
Net (decrease)/increase in cash and cash equivalents(338,061)645,269
(194,553)
Effect of exchange rate changes on cash and cash equivalents70
36
(325)316
70
36
Cash and cash equivalents at the beginning of the year175,151
369,668
36,520
820,490
175,151
369,668
Cash and cash equivalents at the end of the year$820,489
$175,151
$369,668
$482,745
$820,490
$175,151
See Notes to the Consolidated Financial Statements. 


P. 6058 – THE NEW YORK TIMES COMPANY


SUPPLEMENTAL DISCLOSURES TO CONSOLIDATED STATEMENTS OF CASH FLOWS
Cash Flow Information
 Years Ended Years Ended
(In thousands)(In thousands)December 30,
2012

December 25,
2011

December 26,
2010

(In thousands)December 29,
2013

December 30,
2012

December 25,
2011

Cash paymentsCash payments Cash payments 
Interest$60,022
$98,763
$76,748
Income tax (refunds)/payments – net$(6,627)$(22,757)$18,948
Interest, net of capitalized interestInterest, net of capitalized interest$54,821
$60,005
$98,336
Income tax payment/(refunds) – netIncome tax payment/(refunds) – net$42,792
$(6,627)$(22,757)
See Notes to the Consolidated Financial Statements.
Non-Cash Investing Activities
Non-cash investing activities in 2012 included approximately $14 million for amounts held in escrow to satisfy certain indemnification provisions related to the sale of our ownership interest in Indeed.com.Indeed.com in 2012. During 2013, we received approximately $7 million of the total amount held in escrow. We expect the remaining amount held in escrow to be released over the next two years.year. See Note 7 for additional information regarding the sale.




THE NEW YORK TIMES COMPANY – P. 61
59


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation
Nature of Operations
The New York Times Company is a leading global multimedia news and information companymedia organization that currently includes newspapers, digital businesses, investments in paper mills and other investments (see Note 7). 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 advertisingcirculation and circulation from our newspaper business. The newspapers primarily operate in the Northeast markets in the United States.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 year years 2013 and 2011 each comprise 522012 comprises 53weeks and fiscal years 2011 and 2010 each comprise 52year 2012 comprises 53 weeks. Our fiscal years ended as of December 29, 2013, December 30, 2012,, and December 25, 2011, and December 26, 2010.2011.
Reclassifications
For comparability, certain prior-year amounts have been reclassified to conform with the 2012 presentation, including reclassifications related to discontinued operations (see Note 15).2013 presentation.
2. Summary of Significant Accounting Policies
Cash and Cash Equivalents
We consider all highly liquid debt instruments with original maturities of 3 months or less to be cash equivalents.
Short-Term InvestmentsMarketable Securities
We have investments in marketable debt and equity 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 intentionintent and ability to hold our short-term investments to maturity. These investmentsmarketable debt securities until maturity; therefore, they are classifiedaccounted for as held-to-maturity and are reportedstated at amortized cost. The changesWe had a marketable equity security which was accounted for as available-for-sale and stated at fair value until the sale of the investment in the fourth quarter of 2013 (see Note 4). Changes in the fair value of our available-for-sale security were recognized as unrealized gains or losses, net of taxes, as a component of accumulated other comprehensive income/(loss) (“AOCI”).
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 29, 2013, 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.


P. 60 – THE NEW YORK TIMES COMPANY


Our investment portfolio consists of investment-grade securities other than impairment charges,diversified among security types, issuers and industries. Our cash and investments are not reported inprimarily managed by third-party investment managers who are required to adhere to investment policies approved by our Consolidated Financial Statements.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.
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 had an investment interest below 20% in Fenway Sports Group, which was accounted for under the equity method until the sale of a portion of our investment interest in the first quarter of 2012 (see Note 7).


P. 62 – THE NEW YORK TIMES COMPANY


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 and Intangible Assets Acquired
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.
Other intangible assets acquired, which were part of operations that have been classified as discontinued operations (see Note 15), consisted primarily of trade names on various acquired properties, content, customer lists and other assets. Other intangible assets acquired that had indefinite lives (trade names) were not amortized but tested for impairment annually or in an interim period if certain circumstances indicated a possible impairment may have existed. Certain other intangible assets acquired (content, customer lists and other assets) were amortized over their estimated useful lives and tested for impairment if certain circumstances indicated an impairment may have existed.
We test for goodwill impairment at the reporting unit level, which areis our single operating segments.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 20122013 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 eachour 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 NEW YORK TIMES COMPANY – P. 61


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.
We compare the sum of the fair values of our reporting units to our market capitalization to determine whether our estimates of reporting unit fair value are reasonable.


THE NEW YORK TIMES COMPANY – P. 63


Intangible assets that are not amortized (trade names), which were part of operations that have been classified as discontinued operations (see Note 15), were tested for impairment at the asset level by comparing the fair value of the asset with its carrying amount. Fair value was calculated as the discounted cash flows utilizing the relief-from-royalty method. This method was based on applying a royalty rate, which would be obtained through a lease, to the cash flows derived from the asset being tested. The royalty rate was derived from market data. If the fair value exceeded the carrying amount, the asset was not considered impaired. If the carrying amount exceeded the fair value, an impairment loss would be recognized in an amount equal to the excess of the carrying amount of the asset over the fair value of the asset.
All other long-lived assets, (intangible assets that are amortized, such as content and customer lists), which were part of operations that have been classified as discontinued operations (see Note 15), were 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) was not recoverable (the carrying value of the asset was greater than the sum of undiscounted cash flows) and (2) was greater than its fair value.
The significant estimates and assumptions used by management in assessing the recoverability of goodwill other intangible assets acquired and other long-lived assets 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 an interim impairment test may be required. These indicators includeinclude: (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 and (3) 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. See Note 15 for goodwill and other intangible asset impairments recorded within discontinued operations.
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 $43 million as of December 29, 2013 and $42 million as of December 30, 2012 and $52 million as of December 25, 2011.
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.


P. 62 – THE NEW YORK TIMES COMPANY


See Notes 11 and 12 for additional information regarding pension and other postretirement benefits.


P. 64 – THE NEW YORK TIMES COMPANY


Revenue Recognition
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 ads, 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.
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.
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 compensation expense for outstanding stock-settled restricted stock units, stock options, stock appreciation rights, cash-settled restricted stock units, long-term incentive plan (“LTIP”) awards and Common Stock under our Employee Stock Purchase Plan (“ESPP”). See Note 17 for additional information related to stock-based compensation expense.


THE NEW YORK TIMES COMPANY – P. 65
63


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 sharesstock 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.
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.”
UseRecent Accounting Pronouncements
In July 2013, the Financial Accounting Standards Board (“FASB”) issued ASU 2013-11, “Presentation of Estimates
The preparation of financial statements in conformity with accounting principles generally acceptedan Unrecognized Tax Benefit when a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists,” which prescribes that a liability related to an unrecognized tax benefit to be offset against a deferred tax asset for a net operating loss carryforward, a similar tax loss or a tax credit carryforward if such settlement is required or expected in the United Statesevent the uncertain tax position is disallowed. In situations in which a net operating loss carryforward, a similar tax loss or a tax credit carryforward is not available at the reporting date under the tax law of America (“GAAP”) requires managementa jurisdiction or the tax law of a jurisdiction does not require it, and we do not intend to make estimatesuse the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statement as a liability and assumptions that affectshould not be combined with deferred tax assets. This guidance becomes effective for the amounts reported inCompany for fiscal years beginning after December 15, 2013, and will be applied on a prospective basis. We do not anticipate the adoption of this guidance will have a material impact on our Consolidated Financial Statements. Actual results could differ from these estimates.
Recent Accounting Pronouncementsfinancial statements.
In February 2013, the Financial Accounting Standards Board (“FASB”) amended its presentation guidance on comprehensive income to improve the reporting of reclassifications out of accumulated other comprehensive income(“AOCI”). The new accounting guidance requires entities to provide information about the amounts reclassified out of AOCI by component. In addition, entities are required to present, either on the face of the financial statements or in the notes, significant amounts reclassified out of AOCI by the respective line items of net income, but only if the amount reclassified is required to be reclassified in its entirety in the same reporting period. For amounts that are not required to be reclassified in their entirety to net income, entities are required to cross-reference to other disclosures that provide additional details about those amounts. The amended guidance is effective prospectively for reporting periods beginning after December 15, 2012. We do not anticipate the adoption of this guidance will have a material impact on our financial statements.
In June 2011, the FASB amended its guidance on the presentation of comprehensive income/(loss) in financial statements to improve the comparability, consistency and transparency of financial reporting and to increase the prominence of items that are recorded in other comprehensive income/(loss). The new accounting guidance requires entities to report components of comprehensive income/(loss) in either (1) a continuous statement of comprehensive income/(loss) or (2) two separate but consecutive statements. The provisions of this guidance are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. We adopted the new guidance and report componentspresent the reclassifications in the notes to the financial statements. See Note 18 for additional information regarding amounts reclassified from AOCI.


P. 64 – THE NEW YORK TIMES COMPANY


3. Prior Period Adjustments
During the second quarter of comprehensive income/(loss)2013, we determined that due to an error in two separate but consecutivethe actuarial valuation of accrued benefits for approximately 800 participants primarily in The New York Times Companies Pension Plan, our pension benefit obligation was overstated by approximately $50.4 million as of December 31, 2012 and $50.9 million as of March 31, 2013. The New York Times Companies Pension Plan (which was frozen as of December 31, 2009) provides for certain offsetting credits for plan participants who are also entitled to benefits under another qualified pension plan to which we contribute, primarily from The New York Times Newspaper Guild Pension Plan or the Boston Globe Retirement Plan for employees represented by the Boston Newspaper Guild. We determined that those offsetting credits were not properly recorded in prior interim and annual periods, on our balance sheet from December 30, 2007 through March 31, 2013 and on our income statement from the fiscal year ended December 28, 2008 through the quarter ended March 31, 2013.
In accordance with the provisions of SEC Staff Accounting Bulletin No. 108, we assessed the impact of these adjustments on prior period financial statements consistingand concluded that these errors were not material individually or in the aggregate to any of the prior reporting periods from an income statement followed byand balance sheet perspective. However, the correction of the error in the second quarter of 2013 would have been considered material and would impact comparisons to prior periods.
Accordingly, we have adjusted our consolidated financial statements for the periods ended December 25, 2011 through March 31, 2013 to correct the errors and will make adjustments for future Form 10-Q filings that include financial statements for the periods affected. The adjustment primarily resulted in a separate statementreduction in pension expense, other comprehensive income and pension liability in each of the periods presented.
The cumulative effect, net of tax, on the opening retained earnings and opening accumulated comprehensive income/(loss).
3. Short-Term Investments
We have short-term investments, with original maturities of longer than 3 months, in U.S. Treasury securities and commercial paperincome as of December 30, 2012,27, 2010 were $6.0 million and in U.S. Treasury securities as of December 25, 2011.$14.5 million, respectively. There was no impact on cash flows for the periods indicated. The carrying value offollowing tables show the short-term investments was $134.8 million in U.S. Treasury securities and commercial paper as of December 30, 2012, which included approximately $125 million in U.S. Treasury securities and approximately $10 million in commercial paper, and $104.8 million in U.S. Treasury securities as of December 25, 2011. The short-term investments have remaining maturities of less than 1 month to 7 months as of December 30, 2012.adjusted financial statements for those periods indicated:


See Note 10 for information regarding the fair value of our short-term investments.THE NEW YORK TIMES COMPANY – P. 65


(In thousands)March 31, 20132012 by quarter
 As previously reported:December 30,
2012
September 23,
2012
June 24,
2012
March 25,
2012
Condensed Consolidated Balance Sheets     
Assets     
Current assets     
Cash and cash equivalents$308,014
$820,490
$334,374
$290,292
$206,468
Short-term marketable securities366,805
134,820
279,740
279,858
224,878
Accounts receivable (net of allowances)159,344
197,589
160,998
170,904
180,406
Inventories:




Newsprint and magazine paper6,952
5,608
9,857
9,695
12,129
Other inventory1,697
1,729
1,689
1,954
2,076
Total inventories8,649
7,337
11,546
11,649
14,205
Deferred income taxes58,214
58,214
73,055
73,055
73,055
Other current assets49,824
42,068
45,491
42,886
59,404
Assets held for sale127,529
137,050
356,030
361,358
550,836
Total current assets1,078,379
1,397,568
1,261,234
1,230,002
1,309,252
Other assets




Long-term marketable securities190,841
4,444



Investments in joint ventures38,409
40,872
41,401
41,809
43,420
Property, plant and equipment (less accumulated depreciation and amortization)757,507
773,469
789,147
804,189
819,586
Goodwill (less accumulated impairment losses)120,275
122,691
121,251
118,825
123,061
Deferred income taxes322,222
322,767
365,666
369,439
316,446
Miscellaneous assets165,202
166,214
168,470
173,880
227,088
Total assets$2,672,835
$2,828,025
$2,747,169
$2,738,144
$2,838,853
Liabilities and stockholders’ equity




Current liabilities




Accounts payable$80,687
$88,990
$86,104
$80,754
$83,192
Accrued payroll and other related liabilities52,288
86,772
87,753
72,641
66,826
Unexpired subscriptions59,549
57,336
57,050
55,725
57,870
Accrued expenses and other112,316
118,753
197,934
198,719
198,809
Accrued income taxes
38,932



Liabilities held for sale33,302
32,373
34,611
36,479
41,407
Total current liabilities338,142
423,156
463,452
444,318
448,104
Other liabilities




Long-term debt and capital lease obligations697,920
696,752
701,518
700,614
699,349
Pension benefits obligation714,505
788,268
830,868
848,669
860,836
Postretirement benefits obligation109,500
110,347
100,248
101,397
102,689
Other166,434
173,690
175,949
176,305
171,944
Total other liabilities1,688,359
1,769,057
1,808,583
1,826,985
1,834,818
Stockholders’ equity









Common stock of $.10 par value:









Class A15,045
15,027
15,023
15,009
15,005
Class B82
82
82
82
82
Additional paid-in capital27,656
25,610
31,181
34,278
35,820
Retained earnings1,222,936
1,219,798
1,042,888
1,040,606
1,128,755
Common stock held in treasury, at cost(93,506)(96,278)(102,690)(107,572)(110,827)
Accumulated other comprehensive loss, net of income taxes:




Foreign currency translation adjustments9,858
11,327
10,418
8,286
12,382
Unrealized (loss)/gain on available-for-sale security(1,242)(431)732
2,102
4,109
Funded status of benefit plans(537,557)(542,634)(525,548)(529,019)(532,491)
Total accumulated other comprehensive loss, net of income taxes(528,941)(531,738)(514,398)(518,631)(516,000)
Total New York Times Company stockholders’ equity643,272
632,501
472,086
463,772
552,835
Noncontrolling interest3,062
3,311
3,048
3,069
3,096
Total stockholders’ equity646,334
635,812
475,134
466,841
555,931
Total liabilities and stockholders’ equity$2,672,835
$2,828,025
$2,747,169
$2,738,144
$2,838,853


P. 66 – THE NEW YORK TIMES COMPANY


(In thousands)March 31, 20132012 by quarter
Adjustments:December 30,
2012
September 23,
2012
June 24,
2012
March 25,
2012
Condensed Consolidated Balance Sheets     
Assets     
Current assets     
Cash and cash equivalents$
$
$
$
$
Short-term marketable securities




Accounts receivable (net of allowances)




Inventories:




Newsprint and magazine paper




Other inventory




Total inventories




Deferred income taxes




Other current assets




Assets held for sale




Total current assets




Other assets




Long-term marketable securities




Investments in joint ventures




Property, plant and equipment (less accumulated depreciation and amortization)




Goodwill (less accumulated impairment losses)




Deferred income taxes(20,438)(20,555)(19,862)(19,493)(19,185)
Miscellaneous assets




Total assets$(20,438)$(20,555)$(19,862)$(19,493)$(19,185)
Liabilities and stockholders’ equity




Current liabilities




Accounts payable$
$
$
$
$
Accrued payroll and other related liabilities




Unexpired subscriptions




Accrued expenses and other




Accrued income taxes360




Liabilities held for sale




Total current liabilities360




Other liabilities




Long-term debt and capital lease obligations




Pension benefits obligation(50,888)(50,379)(48,515)(47,723)(46,931)
Postretirement benefits obligation




Other




Total other liabilities(50,888)(50,379)(48,515)(47,723)(46,931)
Stockholders’ equity









Common stock of $.10 par value:









Class A




Class B




Additional paid-in capital




Retained earnings11,087
10,652
9,439
8,974
8,448
Common stock held in treasury, at cost




Accumulated other comprehensive gain, net of income taxes:




Foreign currency translation adjustments




Unrealized (loss)/gain on available-for-sale security




Funded status of benefit plans19,003
19,172
19,214
19,256
19,298
Total accumulated other comprehensive gain, net of income taxes19,003
19,172
19,214
19,256
19,298
Total New York Times Company stockholders’ equity30,090
29,824
28,653
28,230
27,746
Noncontrolling interest




Total stockholders’ equity30,090
29,824
28,653
28,230
27,746
Total liabilities and stockholders’ equity$(20,438)$(20,555)$(19,862)$(19,493)$(19,185)


THE NEW YORK TIMES COMPANY – P. 67


(In thousands)March 31, 20132012 by quarter
As adjusted:December 30,
2012
September 23,
2012
June 24,
2012
March 25,
2012
Condensed Consolidated Balance Sheets     
Assets     
Current assets     
Cash and cash equivalents$308,014
$820,490
$334,374
$290,292
$206,468
Short-term marketable securities366,805
134,820
279,740
279,858
224,878
Accounts receivable (net of allowances)159,344
197,589
160,998
170,904
180,406
Inventories:     
Newsprint and magazine paper6,952
5,608
9,857
9,695
12,129
Other inventory1,697
1,729
1,689
1,954
2,076
Total inventories8,649
7,337
11,546
11,649
14,205
Deferred income taxes58,214
58,214
73,055
73,055
73,055
Other current assets49,824
42,068
45,491
42,886
59,404
Assets held for sale127,529
137,050
356,030
361,358
550,836
Total current assets1,078,379
1,397,568
1,261,234
1,230,002
1,309,252
Other assets     
Long-term marketable securities190,841
4,444



Investments in joint ventures38,409
40,872
41,401
41,809
43,420
Property, plant and equipment (less accumulated depreciation and amortization)757,507
773,469
789,147
804,189
819,586
Goodwill (less accumulated impairment losses)120,275
122,691
121,251
118,825
123,061
Deferred income taxes301,784
302,212
345,804
349,946
297,261
Miscellaneous assets165,202
166,214
168,470
173,880
227,088
Total assets$2,652,397
$2,807,470
$2,727,307
$2,718,651
$2,819,668
Liabilities and stockholders’ equity     
Current liabilities     
Accounts payable$80,687
$88,990
$86,104
$80,754
$83,192
Accrued payroll and other related liabilities52,288
86,772
87,753
72,641
66,826
Unexpired subscriptions59,549
57,336
57,050
55,725
57,870
Accrued expenses and other112,316
118,753
197,934
198,719
198,809
Accrued income taxes360
38,932



Liabilities held for sale33,302
32,373
34,611
36,479
41,407
Total current liabilities338,502
423,156
463,452
444,318
448,104
Other liabilities     
Long-term debt and capital lease obligations697,920
696,752
701,518
700,614
699,349
Pension benefits obligation663,617
737,889
782,353
800,946
813,905
Postretirement benefits obligation109,500
110,347
100,248
101,397
102,689
Other166,434
173,690
175,949
176,305
171,944
Total other liabilities1,637,471
1,718,678
1,760,068
1,779,262
1,787,887
Stockholders’ equity     
Common stock of $.10 par value:     
Class A15,045
15,027
15,023
15,009
15,005
Class B82
82
82
82
82
Additional paid-in capital27,656
25,610
31,181
34,278
35,820
Retained earnings1,234,023
1,230,450
1,052,327
1,049,580
1,137,203
Common stock held in treasury, at cost(93,506)(96,278)(102,690)(107,572)(110,827)
Accumulated other comprehensive loss, net of income taxes:     
Foreign currency translation adjustments9,858
11,327
10,418
8,286
12,382
Unrealized (loss)/gain on available-for-sale security(1,242)(431)732
2,102
4,109
Funded status of benefit plans(518,554)(523,462)(506,334)(509,763)(513,193)
Total accumulated other comprehensive loss, net of income taxes(509,938)(512,566)(495,184)(499,375)(496,702)
Total New York Times Company stockholders’ equity673,362
662,325
500,739
492,002
580,581
Noncontrolling interest3,062
3,311
3,048
3,069
3,096
Total stockholders’ equity676,424
665,636
503,787
495,071
583,677
Total liabilities and stockholders’ equity$2,652,397
$2,807,470
$2,727,307
$2,718,651
$2,819,668


P. 68 – THE NEW YORK TIMES COMPANY


(In thousands, except per share data)March 31, 2013Full Year 20122012 by quarterFull Year 2011
 As previously reported:December 30,
2012
September 23,
2012
June 24,
2012
March 25,
2012
Condensed Consolidated Statements of Operations      
Revenues$380,675
$1,595,341
$468,114
$355,337
$387,841
$384,049
$1,554,574
Operating costs       
Production costs157,341
653,883
178,116
158,003
158,802
158,962
642,374
Selling, general and administrative costs177,060
712,001
186,686
169,689
173,057
182,569
688,344
Depreciation and amortization18,938
78,980
18,492
19,594
20,212
20,682
83,833
Total operating costs353,339
1,444,864
383,294
347,286
352,071
362,213
1,414,551
Pension settlement expense
48,729
48,729




Other expense
2,620
2,620



4,500
Impairment of assets





7,458
Pension withdrawal expense





4,228
Operating profit27,336
99,128
33,471
8,051
35,770
21,836
123,837
Gain on sale of investment
220,275
164,630

37,797
17,848
71,171
Impairment of investments
5,500

600

4,900

(Loss)/income from joint ventures(2,870)2,936
847
1,010
1,064
15
(270)
Premium on debt redemption





46,381
Interest expense, net14,071
62,808
16,402
15,490
15,464
15,452
85,243
Income/(loss) from continuing operations before income taxes10,395
254,031
182,546
(7,029)59,167
19,347
63,114
Income tax expense/(benefit)4,721
92,765
65,449
(3,587)25,443
5,460
20,539
Income/(loss) from continuing operations5,674
161,266
117,097
(3,442)33,724
13,887
42,575
(Loss)/income from discontinued operations, net of income taxes(2,785)(27,927)60,080
5,703
(121,900)28,190
(82,799)
Net income/(loss)2,889
133,339
177,177
2,261
(88,176)42,077
(40,224)
Net loss/(income) attributable to the noncontrolling interest249
(166)(267)21
27
53
555
Net income/(loss) attributable to The New York Times Company common stockholders$3,138
$133,173
$176,910
$2,282
$(88,149)$42,130
$(39,669)
Amounts attributable to The New York Times Company common stockholders: 





Income/(loss) from continuing operations$5,923
$161,100
$116,830
$(3,421)$33,751
$13,940
$43,130
(Loss)/income from discontinued operations, net of income taxes(2,785)(27,927)60,080
5,703
(121,900)28,190
(82,799)
Net income/(loss)$3,138
$133,173
$176,910
$2,282
$(88,149)$42,130
$(39,669)
Average number of common shares outstanding:       
Basic148,710
148,147
148,461
148,254
148,005
147,867
147,190
Diluted155,270
152,693
154,685
148,254
149,799
151,468
152,007
Basic earnings per share attributable to The New York Times Company common stockholders: 



    
Income/(loss) from continuing operations$0.04
$1.09
$0.79
$(0.02)$0.22
$0.09
$0.29
(Loss)/income from discontinued operations, net of income taxes(0.02)(0.19)0.40
0.04
(0.82)0.19
(0.56)
Net income/(loss)$0.02
$0.90
$1.19
$0.02
$(0.60)$0.28
$(0.27)
Diluted earnings per share attributable to The New York Times Company common stockholders:













Income/(loss) from continuing operations$0.04
$1.05
$0.76
$(0.02)$0.23
$0.09
$0.28
(Loss)/income from discontinued operations, net of income taxes(0.02)(0.18)0.39
0.04
(0.81)0.19
(0.54)
Net income/(loss)$0.02
$0.87
$1.15
$0.02
$(0.58)$0.28
$(0.26)


THE NEW YORK TIMES COMPANY – P. 69


(In thousands, except per share data)March 31, 2013Full Year 20122012 by quarterFull Year 2011
Adjustments:December 30,
2012
September 23,
2012
June 24,
2012
March 25,
2012
Condensed Consolidated Statements of Operations      
Revenues$
$
$
$
$
$
$
Operating costs       
Production costs(607)(2,565)(676)(633)(628)(628)(2,113)
Selling, general and administrative costs(188)(889)(185)(230)(237)(237)(786)
Depreciation and amortization






Total operating costs(795)(3,454)(861)(863)(865)(865)(2,899)
Pension settlement expense
(1,072)(1,072)



Other expense






Impairment of assets






Pension withdrawal expense






Operating profit795
4,526
1,933
863
865
865
2,899
Gain on sale of investment






Impairment of investments






(Loss)/income from joint ventures






Premium on debt redemption







Interest expense, net






Income from continuing operations before income taxes795
4,526
1,933
863
865
865
2,899
Income tax expense361
1,852
722
400
338
392
878
Income from continuing operations434
2,674
1,211
463
527
473
2,021
(Loss)/income from discontinued operations, net of income taxes






Net income434
2,674
1,211
463
527
473
2,021
Net loss/(income) attributable to the noncontrolling interest






Net income attributable to The New York Times Company common stockholders$434
$2,674
$1,211
$463
$527
$473
$2,021
Amounts attributable to The New York Times Company common stockholders:






Income from continuing operations$434
$2,674
$1,211
$463
$527
$473
$2,021
(Loss)/income from discontinued operations, net of income taxes






Net income$434
$2,674
$1,211
$463
$527
$473
$2,021
Average number of common shares outstanding:       
Basic148,710
148,147
148,461
148,254
148,005
147,867
147,190
Diluted155,270
152,693
154,685
148,254
149,799
151,468
152,007
Basic earnings per share attributable to The New York Times Company common stockholders:       
Income from continuing operations$
$0.02
$0.01
$
$0.01
$
$0.01
(Loss)/income from discontinued operations, net of income taxes






Net income$
$0.02
$0.01
$
$0.01
$
$0.01
Diluted earnings per share attributable to The New York Times Company common stockholders:













Income from continuing operations$
$0.02
$
$
$
$
$0.01
(Loss)/income from discontinued operations, net of income taxes






Net income$
$0.02
$
$
$
$
$0.01



P. 70 – THE NEW YORK TIMES COMPANY


(In thousands, except per share data)March 31, 2013Full Year 20122012 by quarterFull Year 2011
As adjusted:December 30,
2012
September 23,
2012
June 24,
2012
March 25,
2012
Condensed Consolidated Statements of Operations      
Revenues$380,675
$1,595,341
$468,114
$355,337
$387,841
$384,049
$1,554,574
Operating costs       
Production costs156,734
651,318
177,440
157,370
158,174
158,334
640,261
Selling, general and administrative costs176,872
711,112
186,501
169,459
172,820
182,332
687,558
Depreciation and amortization18,938
78,980
18,492
19,594
20,212
20,682
83,833
Total operating costs352,544
1,441,410
382,433
346,423
351,206
361,348
1,411,652
Pension settlement expense
47,657
47,657




Other expense
2,620
2,620



4,500
Impairment of assets





7,458
Pension withdrawal expense





4,228
Operating profit28,131
103,654
35,404
8,914
36,635
22,701
126,736
Gain on sale of investment
220,275
164,630

37,797
17,848
71,171
Impairment of investments
5,500

600

4,900

(Loss)/income from joint ventures(2,870)2,936
847
1,010
1,064
15
(270)
Premium on debt redemption





46,381
Interest expense, net14,071
62,808
16,402
15,490
15,464
15,452
85,243
Income/(loss) from continuing operations before income taxes11,190
258,557
184,479
(6,166)60,032
20,212
66,013
Income tax expense/(benefit)5,082
94,617
66,171
(3,187)25,781
5,852
21,417
Income/(loss) from continuing operations6,108
163,940
118,308
(2,979)34,251
14,360
44,596
(Loss)/income from discontinued operations, net of income taxes(2,785)(27,927)60,080
5,703
(121,900)28,190
(82,799)
Net income/(loss)3,323
136,013
178,388
2,724
(87,649)42,550
(38,203)
Net loss/(income) attributable to the noncontrolling interest249
(166)(267)21
27
53
555
Net income/(loss) attributable to The New York Times Company common stockholders$3,572
$135,847
$178,121
$2,745
$(87,622)$42,603
$(37,648)
Amounts attributable to The New York Times Company common stockholders:       
Income/(loss) from continuing operations$6,357
$163,774
$118,041
$(2,958)$34,278
$14,413
$45,151
(Loss)/income from discontinued operations, net of income taxes(2,785)(27,927)60,080
5,703
(121,900)28,190
(82,799)
Net income/(loss)$3,572
$135,847
$178,121
$2,745
$(87,622)$42,603
$(37,648)
Average number of common shares outstanding:       
Basic148,710
148,147
148,461
148,254
148,005
147,867
147,190
Diluted155,270
152,693
154,685
148,254
149,799
151,468
152,007
Basic earnings per share attributable to The New York Times Company common stockholders:       
Income/(loss) from continuing operations$0.04
$1.11
$0.80
$(0.02)$0.23
$0.10
$0.31
(Loss)/income from discontinued operations, net of income taxes(0.02)(0.19)0.40
0.04
(0.82)0.19
(0.57)
Net income/(loss)$0.02
$0.92
$1.20
$0.02
$(0.59)$0.29
$(0.26)
Diluted earnings per share attributable to The New York Times Company common stockholders:













Income/(loss) from continuing operations$0.04
$1.07
$0.76
$(0.02)$0.23
$0.10
$0.30
(Loss)/income from discontinued operations, net of income taxes(0.02)(0.18)0.39
0.04
(0.81)0.18
(0.55)
Net income/(loss)$0.02
$0.89
$1.15
$0.02
$(0.58)$0.28
$(0.25)


THE NEW YORK TIMES COMPANY – P. 71


(In thousands)  2012 by quarter 
As previously reported:March 31, 2013Full Year 2012December 30,
2012
September 23,
2012
June 24,
2012
March 25,
2012
Full Year 2011
Condensed Consolidated Statements of Comprehensive Income/(Loss)    
Net income/(loss)$2,889
$133,339
$177,177
$2,261
$(88,176)$42,077
$(40,224)
Other comprehensive income/(loss), before tax:











Foreign currency translation adjustments(2,477)536
1,684
3,251
(6,712)2,313
(523)
Unrealized derivative gain on cash-flow hedge of equity method investment
1,143



1,143
839
Unrealized (loss)/gain on available-for-sale security(1,374)(729)(1,980)(2,338)(3,425)7,014

Pension and postretirement benefits obligation8,546
(26,938)(28,507)5,888
5,888
(10,207)(219,590)
Other comprehensive income/(loss), before tax4,695
(25,988)(28,803)6,801
(4,249)263
(219,274)
Income tax expense/(benefit)1,897
(10,643)(11,458)2,568
(1,618)(135)(89,502)
Other comprehensive income/(loss), net of tax2,798
(15,345)(17,345)4,233
(2,631)398
(129,772)
Comprehensive income/(loss)5,687
117,994
159,832
6,494
(90,807)42,475
(169,996)
Comprehensive loss/(income) attributable to the noncontrolling interest249
(162)(263)21
27
53
1,000
Comprehensive income/(loss) attributable to The New York Times Company common stockholders$5,936
$117,832
$159,569
$6,515
$(90,780)$42,528
$(168,996)
(In thousands)  2012 by quarter 
Adjustments:March 31, 2013Full Year 2012December 30,
2012
September 23,
2012
June 24,
2012
March 25,
2012
Full Year 2011
Condensed Consolidated Statements of Comprehensive Income/(Loss)    
Net income$434
$2,674
$1,211
$463
$527
$473
$2,021
Other comprehensive income, before tax:













Foreign currency translation adjustments






Unrealized derivative gain on cash-flow hedge of equity method investment






Unrealized (loss)/gain on available-for-sale security






Pension and postretirement benefits obligation(287)(284)(71)(71)(71)(71)8,301
Other comprehensive (loss)/income, before tax(287)(284)(71)(71)(71)(71)8,301
Income tax expense/(benefit)(117)(117)(34)(29)(29)(25)3,437
Other comprehensive (loss)/income, net of tax(170)(167)(37)(42)(42)(46)4,864
Comprehensive income264
2,507
1,174
421
485
427
6,885
Comprehensive loss/(income) attributable to the noncontrolling interest






Comprehensive income attributable to The New York Times Company common stockholders$264
$2,507
$1,174
$421
$485
$427
$6,885


P. 72 – THE NEW YORK TIMES COMPANY


(In thousands)  2012 by quarter 
As adjusted:March 31, 2013Full Year 2012December 30,
2012
September 23,
2012
June 24,
2012
March 25,
2012
Full Year 2011
Condensed Consolidated Statements of Comprehensive Income/(Loss)    
Net income/(loss)$3,323
$136,013
$178,388
$2,724
$(87,649)$42,550
$(38,203)
Other comprehensive income/(loss), before tax:













Foreign currency translation adjustments(2,477)536
1,684
3,251
(6,712)2,313
(523)
Unrealized derivative gain on cash-flow hedge of equity method investment
1,143



1,143
839
Unrealized (loss)/gain on available-for-sale security(1,374)(729)(1,980)(2,338)(3,425)7,014

Pension and postretirement benefits obligation8,259
(27,222)(28,578)5,817
5,817
(10,278)(211,289)
Other comprehensive income/(loss), before tax4,408
(26,272)(28,874)6,730
(4,320)192
(210,973)
Income tax expense/(benefit)1,780
(10,760)(11,492)2,539
(1,647)(160)(86,065)
Other comprehensive income/(loss), net of tax2,628
(15,512)(17,382)4,191
(2,673)352
(124,908)
Comprehensive income/(loss)5,951
120,501
161,006
6,915
(90,322)42,902
(163,111)
Comprehensive loss/(income) attributable to the noncontrolling interest249
(162)(263)21
27
53
1,000
Comprehensive income/(loss) attributable to The New York Times Company common stockholders$6,200
$120,339
$160,743
$6,936
$(90,295)$42,955
$(162,111)

4. Marketable Securities
Our marketable debt and equity securities consisted of the following:
(In thousands) December 29,
2013
 December 30,
2012
Short-term marketable securities    
Marketable debt securities    
U.S Treasury securities $143,510
 $124,831
Corporate debt securities 78,991
 
U.S. agency securities 31,518
 
Municipal securities 48,035
 
Certificates of deposit 31,949
 
Commercial paper 30,877
 9,989
Total short-term marketable securities $364,880
 $134,820
Long-term marketable securities    
Marketable debt securities    
Corporate debt securities $98,979
 $
U.S. agency securities 73,697
 
Municipal securities 3,479
 
Total 176,155
 
Marketable equity security    
Available-for-sale security 
 4,444
Total long-term marketable securities $176,155
 $4,444
Marketable debt securities
As of December 29, 2013, our marketable securities had remaining maturities of 1 month to 36 months.


THE NEW YORK TIMES COMPANY – P. 73


4. InventoriesMarketable equity security
Inventories as shownOur investment in the accompanyingcommon stock of Brightcove, Inc. was accounted for as available-for-sale and stated at fair value. Changes in the fair value of our available-for-sale security were recognized as unrealized gains or losses within “Long-term marketable securities” and “Accumulated other comprehensive loss, net of income taxes” in our Condensed Consolidated Balance Sheets and “Unrealized gain/(loss) on available-for-sale security” in our Condensed Consolidated Statements of Comprehensive Income/(Loss).
During the fourth quarter of 2013, we sold our remaining investment in the common stock of Brightcove, Inc. We received cash proceeds of $5.5 million and recognized a gain of $1.1 million, ($0.7 million, net of tax). Upon sale, net realized gains were as follows:transferred from accumulated other comprehensive income into the Condensed Consolidated Statement of Income.
(In thousands) December 30,
2012

 December 25,
2011

Newsprint and magazine paper $8,038
 $14,567
Other inventory 2,376
 3,213
Total $10,414
 $17,780
Inventories are stated atSee Note 10 for additional information regarding the lowerfair value of cost or current market value. The cost of newsprint inventory, representing 75% and 82% of total inventory in 2012 and 2011, respectively, was determined utilizing the LIFO method. The excess of replacement or current cost over stated LIFO value was approximately $3 million and $5 million as of December 30, 2012 and December 25, 2011, respectively. The remaining portion of inventory is accounted for under the FIFO method.our marketable securities.
5. Impairment of Assets
2011
In the second quarter of 2011, we classified certain assets as held for sale, primarily of Baseline, Inc. (“Baseline”), an online subscription database and research service for information on the film and television industries and a provider of premium film and television data to Web sites.websites. The carrying value of these assets was greater than their fair value, less cost to sell, resulting in an impairment of certain intangible assets and property totaling $9.27.5 million. The impairment charge reduced the carrying value of intangible assets to $0 and the property to a nominal value. The fair value for these assets was determined by estimating the most likely sale price with a third-party buyer based on market data. In October 2011, we sold Baseline, which resulted in a nominal gain.
2010
We consolidated the printing facility of The Boston Globe (the “Globe”) in Billerica, Mass., into the Boston, Mass., printing facility in the second quarter of 2009. After exploring different opportunities for the assets at Billerica, we entered into an agreement in the third quarter of 2010 to sell the majority of these assets to a third party. Therefore, assets with a carrying value of approximately $20 million were written down to their fair value, resulting in a $16.1 million impairment charge in 2010. The fair value for these assets was calculated utilizing an offer from a third party to buy equipment from us and a real estate appraisal.
6. Goodwill
The changes in the carrying amount of goodwill in 20122013 and 20112012 were as follows:
(In thousands) Total Company Total Company
Balance as of December 26, 2010  
Goodwill $927,611
Accumulated impairment losses (805,218)
Balance as of December 26, 2010 122,393
Goodwill disposed during year (300)
Foreign currency translation (475)
Balance as of December 25, 2011    
Goodwill 926,836
 $927,909
Accumulated impairment losses (805,218) (805,218)
Balance as of December 25, 2011 121,618
Balance as of December 30, 2012 122,691
Goodwill transferred to held for sale (1)
 
Foreign currency translation 1,073
 3,180
Balance as of December 30, 2012  
Goodwill 927,909
Accumulated impairment losses (805,218)
Balance as of December 30, 2012 $122,691
Balance as of December 29, 2013 125,871
(1)See Note 15 for additional information regarding the assets and liabilities held for sale for the New England Media Group.
Goodwill disposed of during 2011 was related to the sale of Baseline. The foreign currency translation line item reflects changes in goodwill resulting from fluctuating exchange rates related to the consolidation of the International Herald Tribune (the “IHT”).Tribune.


THE NEW YORK TIMES COMPANY – P. 67


7. Investments
Equity Method Investments
As of December 30, 2012,29, 2013, our investments in joint ventures consisted of equity ownership interests in the following entities:
Company  
Approximate %
Ownership
Metro Boston LLC (“Metro Boston”)49%
Donohue Malbaie Inc. (“Malbaie”)  49%
Madison Paper Industries (“Madison”)  40%
quadrantONE LLC (“quadrantONE”)(1)
25%
(1)quadrantONE announced in February 2013 that it will begin winding down its current operations. As of December 30, 2012, we had a nominal investment in quadrantONE.
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 “Income from joint ventures” in our Consolidated Statements of Operations and in “Investments in joint ventures” in our Consolidated Balance Sheets.

Metro Boston

We ownP. 74 – THE NEW YORK TIMES COMPANY


In the first quarter of 2013, we recorded a nominal charge for the impairment of our investment in quandrantONE LLC as a result of its February 2013 announcement of the wind down of its operations.
In the fourth quarter of 2013, we completed the sale of the New England Media Group and our 49% equity interest in Metro Boston, which publishes a free daily newspaper inand classified the greater Boston area.results as discontinued operations for all periods presented. See Note 15 for additional information.
Malbaie & Madison
We also have investments in a Canadian newsprint company, Malbaie, and a partnership operating a supercalendered paper mill in Maine, Madison (together, the “Paper Mills”).
Our Company and UPM-Kymmene Corporation, a Finnish paper manufacturing company, are partners through subsidiary companies in Madison. Our Company’s percentage ownership of Madison, which represents 40%, is through an 80%-owned consolidated subsidiary. UPM-Kymmene owns a 10% interest in Madison through a 20% noncontrolling interest in the consolidated subsidiary of our Company.
We received distributions from Malbaie of $7.3$1.4 million in 2013, $7.3 million in 2012 and $0 million in 2012, $0 million in 2011 and $0 million in 2010.
We received distributions from Madison of $2.0$0 million in 2013, $2.0 million in 2012 and $0 million in 2012, $0 million in 2011 and $5.3 million in 2010.
We purchased newsprint and supercalendered paper from the Paper Mills at competitive prices. Such purchases aggregated approximately $26$21 million in 2013, $26 million in 2012, $34 and $34 million in 2011 and $33 million in 2010.
In 2010, we recorded a pre-tax gain of $12.7 million from the sale of an asset at one of the Paper Mills. Our share of the pre-tax gain, after eliminating the noncontrolling interest portion, was $10.2 million. The $12.7 million gain is included in “Income from joint ventures” in our Consolidated Statements of Operations.
The following tables present summarized combined information for our Company’s unconsolidated joint ventures. Separate financial statements of these unconsolidated joint ventures are not required, since none of our investments are considered individually significant. The following tables include combined financial information for Fenway Sports Group, which was accounted for under the equity method, until the sale of a portion of our investment interest in February 2012.


P. 68 – THE NEW YORK TIMES COMPANY


Summarized unaudited condensed combined balance sheets of our Company’s unconsolidated joint ventures were as follows as of:
(In thousands) December 31,
2012

 December 31,
2011

Current assets $80,496
 $262,203
Non-current assets 79,913
 1,405,110
Total assets 160,409
 1,667,313
Current liabilities 37,300
 551,105
Non-current liabilities 19,332
 518,723
Total liabilities 56,632
 1,069,828
Equity 103,777
 522,930
Noncontrolling interest 
 74,555
Total liabilities and equity $160,409
 $1,667,313
Summarized unaudited condensed combined income statements of our Company’s unconsolidated joint ventures were as follows for the years ended:
(In thousands) December 31,
2012

 December 31,
2011

 December 31,
2010

Revenues $291,195
 $1,203,537
 $936,223
Costs and expenses 283,392
 1,203,181
 850,950
Operating income 7,803
 356
 85,273
Other income/(expense) 300
 (10,014) 14,724
Pre-tax income/(loss) 8,103
 (9,658) 99,997
Income tax expense/(benefit) 1,334
 (25,004) (111)
Net income 6,769
 15,346
 100,108
Net income attributable to noncontrolling interest 
 (23,517) (23,725)
Net income/(loss) less noncontrolling interest $6,769
 $(8,171) $76,383
Cost Method Investments
Gain on Sale of Investments
We recorded a gain on sale of investments totaling $220.3 million in 2012, and $71.2 million in 2011 and $9.1 million in 2010.
Fenway Sports Group
In Februarythe first quarter of 2012, we sold 100 of our units in Fenway Sports Group for an aggregate price of $30.0 million (pre-tax gain of $17.8 million) and in the firstsecond quarter of 2012) and in May 2012, we sold our remaining 210 units for an aggregate price of $63.0 million (pre-tax gain of $37.8 million in the second quarter of 2012)). Effective with the Februaryfirst quarter of 2012 sale, given our reduced ownership level and lack of influence on the operations of Fenway Sports Group, we changed the accounting for this investment from the equity method to the cost method in the first quarter of 2012. Therefore, starting in Februarythe first quarter of 2012, we no longer recognized our proportionate share of the operating results of Fenway Sports Group in joint venture results in our Consolidated Statements of Operations.
In Julythe third quarter of 2011, we sold 390 of our units in Fenway Sports Group for $117.0 million, which resulted in a pre-tax gain of $65.3 million in the third quarter of 2011..
Indeed.com
In the secondfourth quarter of 2010, we sold 50 of our units in Fenway Sports Group, which resulted in a pre-tax gain of $9.1 million.


THE NEW YORK TIMES COMPANY – P. 69


Indeed.com
In October 2012, Indeed.com, a search engine for jobs in which we had an ownership interest, was sold. We recorded a pre-tax gain of $164.6 million. The pre-tax proceeds from the sale of our interest were approximately $167 million.
In the first quarter of 2011, we sold a minor portion of our interest in Indeed.com, resulting in a pre-tax gain of $5.9 million.
Impairment of Investments
In 2012,, we recorded non-cash impairment charges of $5.5 million to reduce the carrying value of certain investments to fair value. The impairment charges were primarily related to our investment in Ongo Inc., a consumer service for reading and sharing digital news and information from multiple publishers. See Note 10 for additional information regarding the fair value of these investments.

Available-for-Sale Security

In connection with the initial public offering of Brightcove, Inc. in the first quarter of 2012, changes in the fair value of our investment in Brightcove, Inc. (available-for-sale security) are recognized as unrealized gains or losses within “Miscellaneous assets” and “Accumulated other comprehensive loss” in our Consolidated Balance Sheets and “Unrealized loss on available-for-sale security” in our Consolidated Statements of Comprehensive Income/(Loss). As of December 30, 2012, we recognized an unrealized loss of $0.7 million ($0.4 million after-tax). In 2012, we had proceeds from the sale of a portion of our shares in Brightcove, Inc. totaling $2.2 million and recorded a pre-tax gain of $0.4 million. See Note 10 for additional information regarding the fair value of our investment in Brightcove, Inc.THE NEW YORK TIMES COMPANY – P. 75


8. Debt Obligations
Our total debt and capital lease obligations consisted of the following:
(In thousands, except percentages) Coupon Rate
 December 30,
2012

 December 25,
2011

Senior notes due in 2012, net of unamortized debt costs of $100 in 2011 4.610% $
 $74,900
Senior notes due in 2015, net of unamortized debt costs of $78 in 2012 and $109 in 2011 5.0% 244,022
 249,891
Senior notes due in 2016, net of unamortized debt costs of $3,477 in 2012 and $4,213 in 2011 6.625% 221,523
 220,787
Option to repurchase ownership interest in headquarters building in 2019, net of unamortized debt costs of $25,490 in 2012 and $29,139 in 2011   224,510
 220,861
Total debt   690,055
 766,439
Capital lease obligations   7,023
 6,681
Total debt and capital lease obligations   $697,078
 $773,120
(In thousands, except percentages) Coupon Rate
 December 29,
2013

 December 30,
2012

Senior notes due in 2015, net of unamortized debt costs of $43 in 2013 and $78 in 2012 5.0% 244,057
 244,022
Senior notes due in 2016, net of unamortized debt costs of $2,484 in 2013 and $3,477 in 2012 6.625% 205,111
 221,523
Option to repurchase ownership interest in headquarters building in 2019, net of unamortized debt costs of $21,741 in 2013 and $25,490 in 2012   228,259
 224,510
Total debt   677,427
 690,055
Short-term capital lease obligations(1)
   21
 123
Long-term capital lease obligations   6,715
 6,697
Total capital lease obligations   6,736
 6,820
Total debt and capital lease obligations   $684,163
 $696,875
(1)Included in “Accrued expenses and other” in our Condensed Consolidated Balance Sheets.
See Note 10 for information regarding the fair value of our long-term debt.
The aggregate face amount of maturities of debt over the next five years and thereafter is as follows:
(In thousands)AmountAmount
2013$
2014
$
2015244,100
244,100
2016225,000
207,595
2017

2018
Thereafter250,000
250,000
Total face amount of maturities719,100
701,695
Less: Unamortized debt costs(29,045)(24,268)
Carrying value of debt$690,055
$677,427


P. 70 – THE NEW YORK TIMES COMPANY


Interest expense, net, as shown in the accompanying Consolidated Statements of Operations was as follows:
(In thousands) December 30,
2012

 December 25,
2011

 December 26,
2010

 December 29,
2013

 December 30,
2012

 December 25,
2011

Cash interest expense $58,726
 $79,187
 $79,349
 $54,811
 $58,719
 $79,187
Non-cash amortization of discount on debt 4,516
 6,933
 7,251
 4,777
 4,516
 6,933
Capitalized interest (17) (427) (299) 
 (17) (427)
Interest income (410) (450) (1,239) (1,515) (410) (450)
Total interest expense, net $62,815
 $85,243
 $85,062
 $58,073
 $62,808
 $85,243
4.610% Notes
On September 26, 2012, we repaid in full all $75.0 million aggregate principal amount of 4.610% senior notes due on that date (the “4.610% Notes”).
5.0% Notes
In March 2005, we issued $250.0 million aggregate principal amount of 5.0% senior unsecured notes due March 15, 2015 (the “5.0% Notes”). In DecemberDuring 2012, we repurchased $5.9 million principal amount of our 5.0% Notes and recorded a $0.4 million pre-tax charge in connection with the repurchase. This charge is included in “Interest expense, net” in our Consolidated Statements of Operations.


P. 76 – THE NEW YORK TIMES COMPANY


The 5.0% Notes may be redeemed, in whole or in part, at any time, at a price equal to 100% of the principal amount of the notes redeemed, plus accrued and unpaid interest to the repurchase date plus a “make-whole” premium. The 5.0% Notes are not otherwise callable.
The 5.0% Notes are subject to certain covenants that, among other things, limit (subject to customary exceptions) our ability and the ability of certain material subsidiaries to:
create liens on certain assets to secure debt; and
enter into certain sale-leaseback transactions.
14.053% Notes
In January 2009, pursuant to a securities purchase agreement with Inmobiliaria Carso, S.A. de C.V. and Banco Inbursa S.A., Institución de Banca Múltiple, Grupo Financiero Inbursa (each an “Investor” and collectively the “Investors”), we issued, for an aggregate purchase price of $250.0 million, (1) $250.0 million aggregate principal amount of 14.053% senior unsecured notes due January 15, 2015 (the “14.053% Notes”), and (2) detachable warrants to purchase 15.9 million shares of our Class A Common Stock at a price of $6.3572 per share. The warrants are exercisable at the holder’s option at any time and from time to time, in whole or in part, until January 15, 2015. Each Investor is an affiliate of Carlos Slim Helú, the beneficial owner of approximately 8% of our Class A Common Stock (excluding the warrants). Each Investor purchased an equal number of 14.053% Notes and warrants.
On August 15, 2011, we prepaid in full all $250.0 million outstanding aggregate principal amount of the 14.053% Notes. The prepayment totaled approximately $280 million, comprising (1) the $250.0 million aggregate principal amount of the 14.053% Notes; (2) approximately $3 million representing all interest that was accrued and unpaid on the 14.053% Notes; and (3) a make-whole premium amount of approximately $27 million due in connection with the prepayment. We funded the prepayment from available cash. As a result of this prepayment, we recorded a $46.4 million pre-tax charge in the third quarter of 2011. This charge is included in “Premium on debt redemption” 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 2013, we repurchased $17.4 million principal amount of our 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 NEW YORK TIMES COMPANY – P. 71


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.
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 NEW YORK TIMES COMPANY – P. 77


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%.
Revolving Credit Facility
In November 2012, we terminated our $125.0 million asset-backed five-year revolving credit facility and recorded a pre-tax charge of $1.4 million in connection with the early termination, which is included in “Interest expense, net” in our Consolidated Statements of Operations.
9. Other
Severance Costs
We recognized severance costs of $18.112.4 million in 2012,2013, $12.912.3 million in 20112012 and $4.510.0 million in 2010.2011. In 2013, 2012, and 2011 and 2010, these costs were primarily recorded in “Selling, general and administrative costs” in our Consolidated Statements of Operations. We had a severance liability of $15.910.3 million and $13.115.9 million included in “Accrued expenses” in our Consolidated Balance Sheets as of December 29, 2013 and December 30, 2012, and December 25, 2011, respectively, of which the majority of the December 30, 201229, 2013 balance will be paid in 2013.2014.
Other Expense
In 2012, we recorded a $2.6 million charge in connection with a legal settlement.
In 2011, we recorded a $4.5 million charge for a retirement and consulting agreement in connection with the retirement of our former chief executive officer at the end of 2011.


P. 72 – THE NEW YORK TIMES COMPANY


10. 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 30, 201229, 2013 and December 25, 201130, 2012, we had assets related to our qualified pension plans measured at fair value. The required disclosures regarding such assets are presented in Note 11.12.
The following table summarizes our financial assets measured at fair value on a recurring basis as of December 30, 201229, 2013:
(In thousands) December 30, 2012 December 29, 2013 December 30, 2012
Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3
Available-for-sale security $4,444
 $4,444
 $
 $
 $
 $
 $
 $
 $4,444
 $4,444
 $
 $
Certain financial assets are valued using market prices on the active markets. Level 1 instrument valuations are obtained from real-time quotes for transactions in active exchange markets involving identical assets. In the first quarter of 2012, the common stock of Brightcove, Inc. (available-for-sale security) began to trade on an active market (see Note 7)4).


P. 78 – THE NEW YORK TIMES COMPANY


The following table summarizes our financial liabilities measured at fair value on a recurring basis as of December 30, 201229, 2013 and December 25, 201130, 2012:
(In thousands) December 30, 2012 December 25, 2011 December 29, 2013 December 30, 2012
Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3
Deferred compensation $52,882
 $52,882
 $
 $
 $71,354
 $71,354
 $
 $
 $51,660
 $51,660
 $
 $
 $52,882
 $52,882
 $
 $
Certain financial liabilities are valued using market prices on the active markets. The deferred compensation liability consists of deferrals under our deferred executive compensation plan, which enables certain eligible executives to elect to defer a portion of their compensation on a pre-tax basis (see Note 13). The deferred amounts are invested at the executives‘ option in various mutual funds. The fair value of deferred compensation is determined based on the fair value of the investments elected by the executives.
Assets Measured and Recorded at Fair Value on a Non-Recurring Basis
Certain non-financial assets – such as goodwill, other intangible assets, which were part of operations that have been classified as discontinued operations (see Note 15), property, plant and equipment and certain investments, – 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 2013, 2012 2011 and 20102011 on those assets.


THE NEW YORK TIMES COMPANY – P. 73


20122013
(In thousands)
Net Carrying
 Value as of
 Fair Value Measured and Recorded UsingImpairment Losses
December 30, 2012 Level 1Level 2Level 3December 30, 2012
Goodwill$
 $
$
$
$194,732
(1) 
Cost method investments
 


5,500
 
(In thousands)
Net Carrying
 Value as of
 Fair Value Measured and Recorded UsingImpairment Losses for the Year Ended
December 29, 2013 Level 1Level 2Level 3December 29, 2013
Property, plant and equipment$
 $
$
$
$34,300
(1) 
(1)Impairment losses relaterelated to the New England Media Group and are included within “(Loss)/income from discontinued operations, net of income taxes” for the year ended December 30, 2013. We sold the New England Media Group in the fourth quarter of 2013. See Note 15 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 $34.3 million non-cash charge in the third quarter of 2013 for fixed assets at the New England Media Group to reduce the carrying value of fixed assets to their fair value less costs to sell.
2012
(In thousands)
Net Carrying
 Value as of
 Fair Value Measured and Recorded UsingImpairment Losses for the Year Ended
December 30, 2012 Level 1Level 2Level 3December 30, 2012
Goodwill$
 $
$
$
$194,732
(1) 
Cost method investments
 


5,500
 
(1)Impairment losses related to the About Group and are included within “(Loss)/income from discontinued operations, net of income taxes” for the year ended December 30,25, 2012. We sold the About Group in September 2012. See Note 15 for additional information.
The impairment charge totaling $194.7$194.7 million in the preceding table was related to goodwill at the About Group in the second quarter of 2012, which reduced the carrying value to its fair value. Goodwill is not amortized but tested for impairment annually or in an interim period if certain circumstances indicate a possible impairment may exist. Our policy is to perform our annual goodwill impairment test in the fourth quarter of our fiscal year. However, due to certain impairment indicators at the About Group, we performed an interim impairment test as of June 24, 2012.
Our expectations for future operating results and cash flows at the About Group in the long-term were lower than our previous estimates, primarily driven by a reassessment of the sustainability of our estimated long-term


THE NEW YORK TIMES COMPANY – P. 79


growth rate for display advertising. The reduction in our estimated long-term growth rate resulted in the carrying value of the net assets being greater than their fair value, and therefore a write-down of goodwill to its fair value was required. The fair value of the About Group’s goodwill was the residual fair value after allocating the total fair value of the About Group to its other assets, net of liabilities.
The total fair value of the About Group was determined using a discounted cash flow model (present value of future cash flows). We estimated a 3.5% annual growth rate to arrive at a residual year representing the perpetual cash flows of the About Group. The residual year cash flow was capitalized to arrive at the terminal value of the About Group. Utilizing a discount rate of 15.0%, the present value of the cash flows during the projection period and terminal value were aggregated to estimate the fair value of the About Group. In our 2011 annual impairment test, we had assumed a 5.0% annual growth rate and a 13.8% discount rate. In determining the appropriate discount rate, we considered the weighted-average cost of capital for comparable companies.
The impairment charge totaling $5.5 million in the preceding table for the cost method investments in 2012,, which was primarily related to our investment in Ongo Inc., was due to events surrounding ceasing the operations of our investments (see Note 7). We determined the fair value of these investments using the market and income approaches. The market approach includes the use of financial metrics and ratios of comparable companies. The income approach includes the use of a discounted cash flow model.
2011
(In thousands)
Net Carrying
 Value as of
 Fair Value Measured and Recorded UsingImpairment Losses
Net Carrying
 Value as of
 Fair Value Measured and Recorded UsingImpairment Losses for the Year Ended 
December 25, 2011 Level 1Level 2Level 3December 25, 2011December 25, 2011 Level 1Level 2Level 3December 25, 2011 
Goodwill$
 $
$
$
$152,093
(1) 
$
 $
$
$
$152,093
(1) 
Other intangible assets2,864
 

2,864
10,574
 2,864
 

2,864
10,574
 
Property, plant and equipment, net
 


1,767
 
 


1,767
 
(1)
Impairment losses relate to the Regional Media Group and are included within “(Loss)/income from discontinued operations, net of income taxes” for the year ended December 25, 2011. We sold the Regional Media Group in January 2012. See Note 15 for additional information.
The impairment charge totaling $152.1$152.1 million in the preceding table was related to goodwill at the Regional Media Group, which reduced the carrying value of goodwill to $0. Due to certain impairment indicators at the Regional Media Group, including lower-than-expected operating results, we performed an interim impairment test of goodwill as of June 26, 2011.
The interim test resulted in an impairment of goodwill mainly from lower projected long-term operating results and cash flows of the Regional Media Group, primarily due to the continued decline in print advertising revenues. These factors resulted in the carrying value of the net assets being greater than their fair value, and therefore a write-down to fair value was required.


P. 74 – THE NEW YORK TIMES COMPANY


In determining the fair value of the Regional Media Group, we made significant judgments and estimates regarding the expected severity and duration of the uneven economic environment and the secular changes affecting the newspaper industry in the Regional Media Group markets. The effect of these assumptions on projected long-term revenues, along with the continued benefits from reductions to the group’s cost structure, played a significant role in calculating the fair value of the Regional Media Group.
The fair value of the Regional Media Group’s goodwill was the residual fair value after allocating the total fair value of the Regional Media Group to its other assets, net of liabilities. The total fair value of the Regional Media Group was determined using a combination of a discounted cash flow model (present value of future cash flows) and a market approach model based on comparable businesses. We estimated a flat annual growth rate to arrive at a residual year representing the perpetual cash flows of the Regional Media Group. The residual year cash flow was capitalized to arrive at the terminal value of the Regional Media Group. Utilizing a discount rate of 10.7%, the present value of the cash flows during the projection period and terminal value were aggregated to estimate the fair value of the Regional Media Group. In our 2010 annual impairment test, we assumed a 2.0% annual growth rate and a discount rate of 10.5%. In determining the appropriate discount rate, we considered the weighted-average cost of capital for comparable companies.
The impairment charges for other intangible assets and property were primarily related to Baseline (see Note 5) and ConsumerSearch, Inc., which was part of the About Group (see Note 15). The impairment charge related to


P. 80 – THE NEW YORK TIMES COMPANY


Baseline reduced the carrying value of intangible assets to $0 and the property to a nominal value. The fair value of the other intangible assets and property of Baseline was determined by estimating the most likely sale price with a third-party buyer based on market data. We completed the sale of Baseline in October 2011. The impairment charge for ConsumerSearch, Inc. reduced the carrying value of the ConsumerSearch trade name to approximately $3 million. The fair value of the trade name was calculated using a relief-from-royalty method.
2010
(In thousands)
Net Carrying
 Value as of
 Fair Value Measured and Recorded UsingImpairment Losses 
December 26, 2010 Level 1Level 2Level 3December 26, 2010 
Property, plant and equipment, net$4,838
 $
$
$4,838
$16,148
 
The impairment charge totaling $16.1 million in the preceding table was related to assets at the Globe’s printing facility in Billerica, Mass. The fair value for these assets was calculated utilizing an offer from a third party to buy equipment from us and a real estate appraisal. Therefore, assets with a carrying value of approximately $20 million were written down to their fair value, resulting in a $16.1 million impairment charge in 2010. We completed the sale of these assets in 2011.
Financial Instruments Disclosed, But Not Reported, at Fair Value
Our short-term investments,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)4). As of December 30, 201229, 2013 and December 25, 201130, 2012, 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 $677 million as of December 29, 2013 and $690 million as of December 30, 2012 and $692 million as of December 25, 2011. The fair value of our long-term debt was approximately $819 million as of December 29, 2013 and $840 million as of December 30, 2012 and $800 million as of December 25, 2011. 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).


THE NEW YORK TIMES COMPANY – P. 75


11. Pension Benefits
We sponsor several single-employer defined benefit pension plans, the majority of which have been frozen; participate in joint Company and Guild-sponsored plans, The New York Times Newspaper Guild pension plan, a joint Company and Guild-sponsored plan, which has been frozen;frozen, and a new defined benefit plan, subject to the approval of the Internal Revenue Service; and make contributions to several multiemployer pension plans in connection with collective bargaining agreements. These plans cover the majority of our employees.
Single-Employer Plans
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. OurAll of our non-qualified plans, which provide enhanced retirement benefits to select members of management.employees, are currently frozen, except for a foreign-based pension plan discussed below. The New York Times Newspaper Guild pension plan is a qualified plan and is included in the tables below.
We also have a foreign-based pension plan for certain IHT 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.


THE NEW YORK TIMES COMPANY – P. 81


Net Periodic Pension Cost
The components of net periodic pension cost were as follows:
December 30, 2012 December 25, 2011 December 26, 2010December 29, 2013 December 30, 2012 December 25, 2011
(In thousands)
Qualified
Plans
Non-
Qualified
Plans
All
Plans
 
Qualified
Plans
Non-
Qualified
Plans
All
Plans
 
Qualified
Plans
Non-
Qualified
Plans
All
Plans
Qualified
Plans
Non-
Qualified
Plans
All
Plans
 
Qualified
Plans
Non-
Qualified
Plans
All
Plans
 
Qualified
Plans
Non-
Qualified
Plans
All
Plans
Components of net periodic pension costComponents of net periodic pension cost    Components of net periodic pension cost    
Service cost$11,903
$1,656
$13,559
 $12,079
$1,660
$13,739
 $12,045
$1,896
$13,941
$11,225
$1,162
$12,387
 $11,903
$1,656
$13,559
 $12,079
$1,660
$13,739
Interest cost96,265
12,807
109,072
 99,991
13,293
113,284
 102,523
13,602
116,125
77,136
10,681
87,817
 94,113
12,635
106,748
 98,206
13,112
111,318
Expected return on plan assets(118,551)
(118,551) (111,813)
(111,813) (113,625)
(113,625)(124,250)
(124,250) (118,551)
(118,551) (111,813)
(111,813)
Recognized actuarial loss34,294
4,648
38,942
 25,781
3,214
28,995
 16,496
4,103
20,599
33,770
5,247
39,017
 33,323
4,489
37,812
 25,007
3,053
28,060
Amortization of prior service cost574

574
 803

803
 803

803
Amortization of prior service (credit)/cost(1,945)
(1,945) 574

574
 803

803
Effect of settlement48,729

48,729
 


 



3,228
3,228
 47,657

47,657
 


Effect of special termination benefits
314
314
 


 


Effect of sale of Regional Media Group(5,097)
(5,097) 


 





 (5,097)
(5,097) 


Net periodic pension cost$68,117
$19,111
$87,228
 $26,841
$18,167
$45,008
 $18,242
$19,601
$37,843
$(4,064)$20,632
$16,568
 $63,922
$18,780
$82,702
 $24,282
$17,825
$42,107
As part of our strategy to reduce the pension obligations and the resulting volatility of our overall financial condition, in Septemberduring 2013 and 2012, we offered one-time lump-sum payments to certain former employees who participate inemployees. The New York Times Companies Pension Plan the option to receive a one-time lump-sum payment equal to the present value of the participant’s pension benefit (payable in cash or rolled over into a qualified retirement plan or IRA) or to commence an immediate monthly annuity.
The actual amount of the settlement was actuarially determined, whichoffers each resulted in settlement charges due to the acceleration of the recognition of the accumulated unrecognized actuarial loss. Therefore, we recorded a non-cash settlement chargecharges of $3.2 million and $48.747.7 million in connection with the lump-sum payments made in the fourth quarterquarters of 2013 and 2012, which totaledrespectively. Total lump-sum payments were approximately $11 million and $112 million. These in 2013 and 2012, respectively. The 2012 lump-sum payments were made without of the existing assets of The New York Times Companies Pension Plan.Plan and the 2013 payments were made out of Company cash.
Pursuant toFollowing ratification of an amendment to a collective bargaining agreement covering the employees in The New York Times Newspaper Guild, in the fourth quarter of 2012, we amended The New York Times Newspaper Guild pension plan to freeze benefit accruals for participating employees. We adopted a new defined benefit pension plan for these employees, subject to Internal Revenue Service approval. The amendment to The New York Times Newspaper Guild pension plan resulted in a reduction of the projected benefit obligation and underfunded status of the plan by approximately $32 million. This amount is recognized within “Accumulated other comprehensive loss” in our Consolidated Balance Sheet as of December 30, 2012.


P. 76 – THE NEW YORK TIMES COMPANY


Pursuant to an amendment to a collective bargaining agreement covering the employees of The Times in the mailers union, we froze such mailers’ benefit accruals under a Company-sponsored pension plan. This resulted in a remeasurement and curtailment of the pension plan in the first quarter of 2012, which reduced the underfunded status of the plan by approximately $3 million. This amount is recognized within “Accumulated other comprehensive loss” in our Consolidated Balance Sheet as of December 30, 2012.
Other changes in plan assets and benefit obligations recognized in other comprehensive income/loss were as follows:
(In thousands) December 30,
2012

 December 25,
2011

 December 26,
2010

 December 29,
2013

 December 30,
2012

 December 25,
2011

Net actuarial loss $98,468
 $255,907
 $122,879
Net actuarial (gain)/loss $(178,088) $96,551
 $246,672
Prior service credit (31,839) 
 
 
 (31,839) 
Amortization of loss (38,942) (28,995) (20,599) (39,017) (37,813) (28,060)
Amortization of prior service cost (574) (803) (803) 1,945
 (574) (803)
Effect of settlement (48,729) 
 
 (3,358) (47,657) 
Effect of curtailment 
 
 (1,083)
Total recognized in other comprehensive (income)/loss (21,616) 226,109
 100,394
 (218,518) (21,332) 217,809
Net periodic pension cost 87,228
 45,008
 37,843
 16,568
 82,702
 42,107
Total recognized in net periodic benefit cost and other comprehensive loss $65,612
 $271,117
 $138,237
 $(201,950) $61,370
 $259,916


P. 82 – THE NEW YORK TIMES COMPANY


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 $4031 million and $2 million, respectively.
The amount of cost recognized for defined contribution benefit plans was approximately $18 million for 2013 and 2012 and $23 million for 2011 and 2010. Effective January 1, 2010, we increased our contribution under a defined contribution plan for non-union employees, including among other things, providing an incremental contribution equal to 3% of the employee’s eligible earnings, up to applicable limits under the Internal Revenue Code. This change to the defined contribution plan was made in conjunction with freezing our Company-sponsored qualified pension plan for non-union employees.2011.


THE NEW YORK TIMES COMPANY – P. 77


Benefit Obligation and Plan Assets
The changes in the benefit obligation and plan assets and other amounts recognized in other comprehensive income/loss(loss) were as follows: 
  December 30, 2012 December 25, 2011  December 29, 2013 December 30, 2012
(In thousands)(In thousands) 
Qualified
Plans
 
Non-
Qualified
Plans
 All Plans 
Qualified
Plans
 
Non-
Qualified
Plans
 All Plans(In thousands) 
Qualified
Plans
 
Non-
Qualified
Plans
 All Plans 
Qualified
Plans
 
Non-
Qualified
Plans
 All Plans
Change in benefit obligationChange in benefit obligation            Change in benefit obligation            
Benefit obligation at beginning of yearBenefit obligation at beginning of year $1,986,502
 $277,060
 $2,263,562
 $1,823,625
 $253,743
 $2,077,368
Benefit obligation at beginning of year $1,965,406
 $299,265
 $2,264,671
 $1,943,882
 $273,542
 $2,217,424
Service costService cost 11,903
 1,656
 13,559
 12,079
 1,660
 13,739
Service cost 11,225
 1,162
 12,387
 11,903
 1,656
 13,559
Interest costInterest cost 96,265
 12,807
 109,072
 99,991
 13,293
 113,284
Interest cost 77,136
 10,681
 87,817
 94,113
 12,635
 106,748
Plan participants’ contributionsPlan participants’ contributions 32
 
 32
 34
 
 34
Plan participants’ contributions 26
 
 26
 32
 
 32
AmendmentsAmendments (31,839) 
 (31,839) 
 
 
Amendments 
 
 
 (31,839) 
 (31,839)
Actuarial loss 164,383
 32,906
 197,289
 140,186
 25,621
 165,807
Actuarial (gain)/lossActuarial (gain)/loss (161,348) (18,960) (180,308) 162,569
 32,803
 195,372
Lump-sum settlement paidLump-sum settlement paid (112,404) 
 (112,404) 
 
 
Lump-sum settlement paid 
 (10,667) (10,667) (112,404) 
 (112,404)
Benefits paidBenefits paid (113,798) (19,149) (132,947) (89,340) (21,412) (110,752)
Effect of sale of Regional Media GroupEffect of sale of Regional Media Group (13,510) 
 (13,510) 
 
 
Effect of sale of Regional Media Group 
 
 
 (13,510) 
 (13,510)
Benefits paid (89,340) (21,412) (110,752) (89,413) (17,224) (106,637)
Effects of change in currency conversionEffects of change in currency conversion 
 42
 42
 
 (33) (33)Effects of change in currency conversion 
 169
 169
 
 41
 41
Benefit obligation at end of yearBenefit obligation at end of year 2,011,992
 303,059
 2,315,051
 1,986,502
 277,060
 2,263,562
Benefit obligation at end of year 1,778,647
 262,501
 2,041,148
 1,965,406
 299,265
 2,264,671
Change in plan assetsChange in plan assets            Change in plan assets            
Fair value of plan assets at beginning of yearFair value of plan assets at beginning of year 1,464,729
 
 1,464,729
 1,381,811
 
 1,381,811
Fair value of plan assets at beginning of year 1,615,723
 
 1,615,723
 1,464,729
 
 1,464,729
Actual return on plan assetsActual return on plan assets 217,371
 
 217,371
 21,712
 
 21,712
Actual return on plan assets 122,030
 
 122,030
 217,371
 
 217,371
Employer contributionsEmployer contributions 143,748
 21,412
 165,160
 150,585
 17,224
 167,809
Employer contributions 74,110
 29,999
 104,109
 143,748
 21,412
 165,160
Plan participants’ contributionsPlan participants’ contributions 32
 
 32
 34
 
 34
Plan participants’ contributions 26
 
 26
 32
 
 32
Lump-sum settlement paidLump-sum settlement paid (112,404) 
 (112,404) 
 
 
Lump-sum settlement paid 
 (10,667) (10,667) (112,404) 
 (112,404)
Benefits paidBenefits paid (89,340) (21,412) (110,752) (89,413) (17,224) (106,637)Benefits paid (113,798) (19,149) (132,947) (89,340) (21,412) (110,752)
Effect of sale of Regional Media GroupEffect of sale of Regional Media Group (8,413) 
 (8,413) 
 
 
Effect of sale of Regional Media Group 
 
 
 (8,413) 
 (8,413)
Effect of change in currency conversionEffect of change in currency conversion 
 (183) (183) 
 
 
Fair value of plan assets at end of yearFair value of plan assets at end of year 1,615,723
 
 1,615,723
 1,464,729
 
 1,464,729
Fair value of plan assets at end of year 1,698,091
 
 1,698,091
 1,615,723
 
 1,615,723
Net amount recognizedNet amount recognized $(396,269) $(303,059) $(699,328) $(521,773) $(277,060) $(798,833)Net amount recognized $(80,556) $(262,501) $(343,057) $(349,683) $(299,265) $(648,948)
Amount recognized in the Consolidated Balance SheetsAmount recognized in the Consolidated Balance Sheets          Amount recognized in the Consolidated Balance Sheets          
Current liabilitiesCurrent liabilities $
 $(19,654) $(19,654) $
 $(18,784) $(18,784)Current liabilities $
 $(17,903) $(17,903) $
 $(19,586) $(19,586)
Noncurrent liabilitiesNoncurrent liabilities (396,269) (283,405) (679,674) (521,773) (258,276) (780,049)Noncurrent liabilities (80,556) (244,598) (325,154) (349,683) (279,679) (629,362)
Net amount recognizedNet amount recognized $(396,269) $(303,059) $(699,328) $(521,773) $(277,060) $(798,833)Net amount recognized $(80,556) $(262,501) $(343,057) $(349,683) $(299,265) $(648,948)
Amount recognized in accumulated other comprehensive lossAmount recognized in accumulated other comprehensive loss        Amount recognized in accumulated other comprehensive loss        
Actuarial lossActuarial loss $886,754
 $127,387
 $1,014,141
 $904,214
 $99,130
 $1,003,344
Actuarial loss $662,293
 $97,436
 $759,729
 $855,191
 $125,002
 $980,193
Prior service (credit)/costPrior service (credit)/cost (30,454) 
 (30,454) 1,959
 
 1,959
Prior service (credit)/cost (28,510) 
 (28,510) (30,454) 
 (30,454)
TotalTotal $856,300
 $127,387
 $983,687
 $906,173
 $99,130
 $1,005,303
Total $633,783
 $97,436
 $731,219
 $824,737
 $125,002
 $949,739


P. 78 – THE NEW YORK TIMES COMPANY – P. 83


The accumulated benefit obligation for all pension plans was $2.312.03 billion and $2.222.26 billion as of December 30, 201229, 2013 and December 25, 201130, 2012, respectively.
Information for pension plans with an accumulated benefit obligation in excess of plan assets was as follows:
(In thousands) December 30,
2012

 December 25,
2011

 December 29,
2013

 December 30,
2012

Projected benefit obligation $2,315,051
 $2,263,562
 $2,041,148
 $2,264,671
Accumulated benefit obligation $2,305,514
 $2,223,755
 $2,034,145
 $2,255,135
Fair value of plan assets $1,615,723
 $1,464,729
 $1,698,091
 $1,615,723
Assumptions
Weighted-average assumptions used in the actuarial computations to determine benefit obligations for qualified pension plans were as follows:
(Percent) December 30,
2012

 December 25,
2011

 December 29,
2013

 December 30,
2012

Discount rate 4.00% 5.05% 4.90% 4.00%
Rate of increase in compensation levels 3.00% 3.00% 2.55% 3.00%
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:
(Percent) December 30,
2012

 December 25,
2011

 December 26,
2010

 December 29,
2013

 December 30,
2012

 December 25,
2011

Discount rate 5.05% 5.60% 6.30% 4.00% 5.05% 5.60%
Rate of increase in compensation levels 3.00% 4.00% 4.00% 3.50% 3.00% 4.00%
Expected long-term rate of return on assets 8.00% 8.25% 8.75% 7.85% 8.00% 8.25%
Weighted-average assumptions used in the actuarial computations to determine benefit obligations for non-qualified plans were as follows:
(Percent) December 30,
2012

 December 25,
2011

 December 29,
2013

 December 30,
2012

Discount rate 3.70% 4.80% 4.60% 3.70%
Rate of increase in compensation levels 3.50% 3.50% 2.50% 3.50%
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:
(Percent) December 30,
2012

 December 25,
2011

 December 26,
2010

 December 29,
2013

 December 30,
2012

 December 25,
2011

Discount rate 4.80% 5.45% 6.00% 3.70% 4.80% 5.45%
Rate of increase in compensation levels 3.50% 3.50% 3.50% 3.00% 3.50% 3.50%
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.


THE NEW YORK TIMES COMPANY – P. 79


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


P. 84 – THE NEW YORK TIMES COMPANY


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 value (“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.
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.
The intermediate-term Our plan objective is to allocate assetstransition the asset mix to hedge liabilities and minimize volatility in a manner that outperforms eachthe funded status of the capital markets in which assets are invested, net of costs, measured over a complete market cycle. Overall fund performance is compared to a Target Allocation Index based on the target allocations and comparable portfolios with similar investment objectives.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 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 of 85%95% to 90%97.5% requires an allocation of total assets of 45%62% to 55%72% to Long Duration Assets and 45%28% to 55%38% 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.


P. 80 – THE NEW YORK TIMES COMPANY


The following asset allocation guidelines apply to the Return-Seeking Assets:
Asset CategoryPercentage Range 
U.S. Equities55%-70%
International Equities20%-30%
Total Equity75%-95%
Fixed Income0%-5%
Fixed Income Alternative Investments0%-5%
Equity Alternative Investments0%-5%
Cash Reserves0%-5%
Asset CategoryPercentage Range 
Public Equity70%-90%
Growth Fixed Income0%-15%
Alternatives0%-15%
Cash0%-10%


THE NEW YORK TIMES COMPANY – P. 85


The weighted-average asset allocations of our Company-sponsored pension plans by asset category for both Long Duration and Return-Seeking Assets, as of December 30, 201229, 2013, were as follows:
Asset CategoryPercentage
U.S. Equities36%
International Equities16%
TotalPublic Equity5227%
Fixed Income4369%
Fixed Income Alternative InvestmentsAlternatives0%
Equity Alternative Investments34%
Cash Reserves2%
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.
The New York Times Newspaper Guild Pension Plan
The assets underlying The New York Times Newspaper Guild pension plan are managed by investment managers selected and monitored by the Board of Trustees of the Newspaper Guild of New York. These investment managers are provided the authority to manage the investment assets of The New York Times Newspaper Guild pension plan, including acquiring and disposing of assets, subject to certain guidelines.
In November 2012, in connection with ratified amendments to a collective bargaining agreement covering employees in The New York Times Newspaper Guild, we amended the existing defined benefit pension plan to freeze benefit accruals. As a result, it was determined that the investment policy and strategy and asset allocation guidelines of The New York Times Newspaper Guild defined benefit pension plan will follow the same investment policy and strategy and asset allocation guidelines of the Company-sponsored qualified pension plans. We expect the transition to be completed in early 2013.
Investment Policy and Strategy
Assets of The New York Times Newspaper Guild pension plan are to be invested in a manner that is consistent with the fiduciary standards set forth by ERISA, the provisions of The New York Times Newspaper Guild pension plan’s Trust Agreement and all other relevant laws. The long-term objective is to maximize return within a reasonable and prudent risk level, maintain sufficient income and liquidity to fund benefit payments and preserve the principal value of The New York Times Newspaper Guild pension plan.


THE NEW YORK TIMES COMPANY – P. 81


Asset Allocation Guidelines
The following asset allocation guidelines apply to the assets of The New York Times Newspaper Guild pension plan:
Asset CategoryPercentage Range 
U.S. Equities45%-55%
International Equities5%-15%
Total Equity50%-70%
Fixed Income20%-40%
Hedge Fund of Funds5%-15%
Cash EquivalentsMinimal
The specified target allocation of assets and ranges set forth above are maintained and reviewed on a regular basis by the Trustees. If any strategic target allocation is outside the specified target asset allocation range, assets shall be shifted, in a prudent manner and over a reasonable time period, to return the strategy to within the target range. The Trustees have the responsibility for taking the necessary actions to rebalance The New York Times Newspaper Guild pension plan assets within the established targets.
The New York Times Newspaper Guild pension plan’s weighted-average asset allocations by asset category, as of December 30, 2012, were as follows:
Asset CategoryPercentage
U.S. Equities49%
International Equities9%
Total Equity58%
Fixed Income28%
Hedge Fund of Funds10%
Cash Equivalents4%


P. 82 – 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 New York Times Newspaper Guild pension plan by asset category are as follows:
   Fair Value Measurement at December 30, 2012   Fair Value Measurement at December 29, 2013
(In thousands)(In thousands) 
Quoted Prices
Markets for
Identical Assets
 
Significant
Observable
Inputs
 
Significant
Unobservable
Inputs
  (In thousands) 
Quoted Prices
Markets for
Identical Assets
 
Significant
Observable
Inputs
 
Significant
Unobservable
Inputs
  
Asset CategoryAsset Category (Level 1) (Level 2) (Level 3) TotalAsset Category (Level 1) (Level 2) (Level 3) Total
Equity Securities:Equity Securities:        Equity Securities:        
U.S. EquitiesU.S. Equities $193,489
 $
 $
 $193,489
U.S. Equities $36,920
 $
 $
 $36,920
International EquitiesInternational Equities 87,273
 
 
 87,273
International Equities 75,606
 
 
 75,606
Common/Collective Funds(1)
Common/Collective Funds(1)
 
 678,449
 
 678,449
Common/Collective Funds(1)
 
 581,553
 
 581,553
Fixed Income Securities:Fixed Income Securities:        Fixed Income Securities:        
Corporate BondsCorporate Bonds 
 383,483
 
 383,483
Corporate Bonds 
 594,667
 
 594,667
U.S. Treasury and Other Government SecuritiesU.S. Treasury and Other Government Securities 
 91,122
 
 91,122
U.S. Treasury and Other Government Securities 
 183,700
 
 183,700
Insurance Contracts 
 44,511
 
 44,511
Group Annuity ContractGroup Annuity Contract 
 72,663
 
 72,663
Municipal and Provincial BondsMunicipal and Provincial Bonds 
 22,192
 
 22,192
Municipal and Provincial Bonds 
 41,729
 
 41,729
Government Sponsored Enterprises(2)
Government Sponsored Enterprises(2)
 
 19,115
 
 19,115
Government Sponsored Enterprises(2)
 
 4,738
 
 4,738
OtherOther 
 10,847
 
 10,847
Other 
 29,115
 
 29,115
Cash and Cash EquivalentsCash and Cash Equivalents 
 16,427
 
 16,427
Cash and Cash Equivalents 

 6,538
 
 6,538
Private EquityPrivate Equity 
 
 36,011
 36,011
Private Equity 
 
 40,537
 40,537
Hedge FundHedge Fund 
 
 26,370
 26,370
Hedge Fund 
 
 30,325
 30,325
Assets at Fair ValueAssets at Fair Value $280,762
 $1,266,146
 $62,381
 $1,609,289
Assets at Fair Value $112,526
 $1,514,703
 $70,862
 $1,698,091
Other AssetsOther Assets       6,434
Other Assets       
TotalTotal       $1,615,723
Total       $1,698,091
(1)The underlying assets of the common/collective funds are primarily comprised of equity and fixed income securities. The fair value in the above table represents our ownership share of the net asset value of the underlying funds.
(2)Represents investments that are not backed by the full faith and credit of the United States government.



P. 86 – THE NEW YORK TIMES COMPANY – P. 83


  Fair Value Measurement at December 25, 2011  Fair Value Measurement at December 30, 2012
(In thousands)(In thousands) 
Quoted Prices
Markets for
Identical Assets
 
Significant
Observable
Inputs
 
Significant
Unobservable
Inputs
  (In thousands) 
Quoted Prices
Markets for
Identical Assets
 
Significant
Observable
Inputs
 
Significant
Unobservable
Inputs
  
Asset CategoryAsset Category (Level 1) (Level 2) (Level 3) TotalAsset Category (Level 1) (Level 2) (Level 3) Total
Equity Securities:Equity Securities:        Equity Securities:        
U.S. EquitiesU.S. Equities $173,988
 $
 $
 $173,988
U.S. Equities $193,489
 $
 $
 $193,489
International EquitiesInternational Equities 74,426
 
 
 74,426
International Equities 87,273
 
 
 87,273
Common/Collective Funds(1)
Common/Collective Funds(1)
 
 714,300
 
 714,300
Common/Collective Funds(1)
 
 678,449
 
 678,449
Fixed Income Securities:Fixed Income Securities:        Fixed Income Securities:        
Corporate BondsCorporate Bonds 
 266,510
 
 266,510
Corporate Bonds 
 383,483
 
 383,483
U.S. Treasury and Other Government SecuritiesU.S. Treasury and Other Government Securities 
 98,531
 
 98,531
U.S. Treasury and Other Government Securities 
 91,122
 
 91,122
Insurance ContractsInsurance Contracts 
 31,847
 
 31,847
Insurance Contracts 
 44,511
 
 44,511
Municipal and Provincial BondsMunicipal and Provincial Bonds 
 16,850
 
 16,850
Municipal and Provincial Bonds 
 22,192
 
 22,192
Government Sponsored Enterprises(2)
Government Sponsored Enterprises(2)
 
 15,394
 
 15,394
Government Sponsored Enterprises(2)
 
 19,115
 
 19,115
OtherOther 
 7,268
 
 7,268
Other 
 10,847
 
 10,847
Cash and Cash EquivalentsCash and Cash Equivalents 
 22,865
 
 22,865
Cash and Cash Equivalents 
 16,427
 
 16,427
Private EquityPrivate Equity 
 
 37,393
 37,393
Private Equity 
 
 36,011
 36,011
Hedge FundHedge Fund 
 
 26,370
 26,370
Assets at Fair ValueAssets at Fair Value $248,414
 $1,173,565
 $37,393
 $1,459,372
Assets at Fair Value $280,762
 $1,266,146
 $62,381
 $1,609,289
Other AssetsOther Assets       5,357
Other Assets       6,434
TotalTotal       $1,464,729
Total       $1,615,723
(1)The underlying assets of the common/collective funds are primarily comprised of equity and fixed income securities. The fair value in the above table represents our ownership share of the net asset value of the underlying funds.
(2)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, therefore, 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
We have investments in private equity funds and a hedge fund as of December 30, 201229, 2013 and December 25, 201130, 2012 and a hedge fund of funds as of December 30, 2012 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.
The general valuation methodology used for the real estate investment fund is developed by a third-party appraisal. The appraisal is performed in accordance with guidelines set forth by the Appraisal Institute and takes into account projected income and expenses of the property, as well as recent sales of similar properties. There are no restrictions on our ability to sell any of our Level 3 investments.


P. 84 – THE NEW YORK TIMES COMPANY


 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.


THE NEW YORK TIMES COMPANY – P. 87


The reconciliation of the beginning and ending balances of the fair value measurements using significant unobservable inputs (Level 3) as of December 29, 2013 is as follows:
  
Fair Value Measurements Using Significant
Unobservable Inputs (Level 3)
(In thousands) Hedge Fund Private Equity Total
Balance at beginning of year $26,370
 $36,011
 $62,381
Actual gain/(loss) on plan assets:      
Relating to assets still held 3,955
 6,169
 10,124
Capital contribution 
 3,018
 3,018
Return of Capital 
 (4,661) (4,661)
Balance at end of year $30,325
 $40,537
 $70,862
The reconciliation of the beginning and ending balances of the fair value measurements using significant unobservable inputs (Level 3) as of December 30, 2012 is as follows:
  
Fair Value Measurements Using Significant
Unobservable Inputs (Level 3)
(In thousands) Hedge Fund Private Equity Total
Balance at beginning of year $
 $37,393
 $37,393
Actual gain/(loss) on plan assets:      
Relating to assets still held 1,370
 (1,736) (366)
Related to assets sold during the period 
 
 
Capital contribution 25,000
 3,737
 28,737
Sales 
 (3,383) (3,383)
Balance at end of year $26,370
 $36,011
 $62,381
The reconciliation of the beginning and ending balances of the fair value measurements using significant unobservable inputs (Level 3) as of December 25, 2011 is as follows:
 
Fair Value Measurements Using Significant
Unobservable Inputs (Level 3)
 
Fair Value Measurements Using Significant
Unobservable Inputs (Level 3)
(In thousands) Real Estate Private Equity Total Real Estate Private Equity Total
Balance at beginning of year $37,471
 $31,187
 $68,658
 $
 $37,393
 $37,393
Actual gain on plan assets:            
Relating to assets still held 
 4,021
 4,021
 1,370
 (1,736) (366)
Related to assets sold during the period 541
 
 541
Capital contribution 
 5,196
 5,196
 25,000
 3,737
 28,737
Sales (38,012) (3,011) (41,023)
Return of Capital 
 (3,383) (3,383)
Balance at end of year $
 $37,393
 $37,393
 $26,370
 $36,011
 $62,381
Cash Flows
We made contributions of approximately $144 million to certain qualified pension plans in 2012. The majority of these contributions were discretionary. In January 2013, we made a contribution of approximately $57 million to the New York Times Newspaper Guild pension plan, of which $20 million was estimated to be necessary to satisfy minimum funding requirements in 2013. We expect mandatoryMandatory contributions to other qualified pension plans will increaseincreased our total contributions to approximately $7174 million for the full year of 2013. We will continueexpect contributions to evaluate whethertotal approximately $16 million to make additional discretionary contributionssatisfy minimum funding requirements in 2013 to our qualified pension plans based on cash flows, pension asset performance, interest rates and other factors.2014.
The following benefit payments under our pension plans, which reflect expected future services for plans that have not been frozen, are expected to be paid:
 Plans   Plans  
(In thousands) Qualified 
Non-
Qualified
 Total Qualified 
Non-
Qualified
 Total
2013 $95,673
 $19,981
 $115,654
2014 96,426
 18,779
 115,205
 $99,747
 $18,271
 $118,018
2015 99,208
 19,243
 118,451
 101,704
 18,315
 120,019
2016 101,824
 19,787
 121,611
 103,648
 18,743
 122,391
2017 104,334
 19,961
 124,295
 106,149
 18,646
 124,795
2018-2022 561,594
 100,281
 661,875
2018 108,206
 18,795
 127,001
2019-2023 578,124
 92,828
 670,952


P. 88 – THE NEW YORK TIMES COMPANY – P. 85


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 threefew years, certain events, such as amendments to various collective bargaining agreements and the sales of the New England Media Group and the Regional 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. We recorded an estimated charge for multiemployer pension plan withdrawal obligations of $4.214.2 million in 20112013, which includes $8.0 million directly related to the sale of the New England Media Group, and $6.3$4.2 million in 2010.2011. There were nominal charges in 2012 for withdrawal obligations related to our multiemployer pension plans. Our multiemployer pension plan withdrawal liability was approximately $119 million as of December 29, 2013 and approximately $109 million as of December 30, 2012 and approximately $100 million as of December 25, 2011.2012. This liability represents the present value of the obligations related to complete and partial withdrawals from certain plans as well as an estimate of future partial withdrawals that we considered probable and reasonably estimable. For the plans that have yet to provide us with a demand letter, the actual liability will not be fully known until those plans 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 choose to stop participating in some multiemployer pension plans, we may be required to pay those plans an amount based on the underfunded status of the plan (a withdrawal liability).
Our participation in significant plans for the fiscal period ended December 30 2012,29, 2013, 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. 86 – THE NEW YORK TIMES COMPANY – P. 89


EIN/Pension Plan Number Pension Protection Act Zone StatusFIP/RP Status Pending/Implemented(In thousands)Contributions of the CompanySurcharge Imposed Collective Bargaining Agreement Expiration Date  EIN/Pension Plan Number Pension Protection Act Zone StatusFIP/RP Status Pending/Implemented(In thousands)Contributions of the CompanySurcharge Imposed Collective Bargaining Agreement Expiration Date 
Pension FundPension Fund20122011201220112010Pension Fund20132012201320122011
CWA/ITU Negotiated Pension PlanCWA/ITU Negotiated Pension Plan13-6212879-001Red as of 12/31/12Red as of 12/31/11Implemented$646
$776
$862
 No3/30/2016(1)CWA/ITU Negotiated Pension Plan13-6212879-001Red as of 1/01/13Red as of 1/01/12Implemented$663
$646
$776
 Yes3/30/2016(1)
Newspaper and Mail Deliverers’-Publishers’ Pension FundNewspaper and Mail Deliverers’-Publishers’ Pension Fund13-6122251-001Yellow as of 5/31/13Green as of 5/31/12Pending1,101
1,298
1,242
 No3/30/2020(2)Newspaper and Mail Deliverers’-Publishers’ Pension Fund13-6122251-001Yellow as of 6/01/13Yellow as of 6/01/12Implemented1,217
1,101
1,298
 No3/30/2020(2)
GCIU-Employer Retirement Benefit PlanGCIU-Employer Retirement Benefit Plan91-6024903-001Red as of 12/31/12Red as of 12/31/11Implemented114
116
116
 No11/30/2016 & 3/30/2017(3)GCIU-Employer Retirement Benefit Plan91-6024903-001Red as of 1/01/13Red as of 1/01/12Implemented124
114
116
 Yes3/30/2017(3)
Pressmen’s Publishers’ Pension FundPressmen’s Publishers’ Pension Fund13-6121627-001Green as of 3/31/13Green as of 3/31/12No1,037
1,113
1,132
 No3/30/2017(2)Pressmen’s Publishers’ Pension Fund13-6121627-001Green as of 4/01/13Green as of 4/01/12N/A1,016
1,037
1,113
 No3/30/2017(4)
New England Teamsters & Trucking Industry Pension04-6372430-001Red as of 9/30/12Red as of 9/30/11Implemented58
46
205
 No12/31/2015 
Paper-Handlers’-Publishers’ Pension FundPaper-Handlers’-Publishers’ Pension Fund13-6104795-001Green as of 3/31/13Green as of 3/31/12No121
153
151
No3/30/2014(2)Paper-Handlers’-Publishers’ Pension Fund13-6104795-001Green as of 4/01/13Green as of 4/01/12N/A114
121
153
No3/30/2014(5)
Contributions for individually significant plansContributions for individually significant plans $3,077
$3,502
$3,708
 Contributions for individually significant plans $3,134
$3,019
$3,456
 
Contributions to other multiemployer plansContributions to other multiemployer plans 2,445
2,250
2,127
 Contributions to other multiemployer plans 945
2,503
2,296
 
Total ContributionsTotal Contributions $5,522
$5,752
$5,835
 Total Contributions $4,079
$5,522
$5,752
 
(1)
There are two collective bargaining agreements (Mailers and Typographers) requiring contributions to this plan. These agreements cover approximately 210 employees in 2012, down from approximately 220 employees in 2011. Approximately 90% of employees and contributions in 2012 are covered by the renegotiated agreement that previously expired onplan, which both expire March 30, 2011.2016.
(2)Board of Trustees elected funding relief as allowedElections under the Preservation of Access to Care for Medicare Beneficiaries and Pension Relief Act of 2010.2010: Extended Amortization of Net Investment Losses (IRS Section 431(b)(8)(A)) and the Expanded Smoothing Period (IRS Section 431(b)(8)(B)).
(3)
There areWe previously had two collective bargaining agreements requiring contributions to this plan. These agreements cover approximatelyWith the sale of the New England Media Group only one collective bargaining agreement remains for the Stereotypers, which expires March 30, 2017. 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 40ten employees, with approximatelyyears and widening the asset corridor to 80%130% of employeesmarket value of assets for 2009 and 2010.
(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 60%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 and widening the asset corridor to 130% of contributions being covered by the agreement that expires on March 30, 2017.market value of assets for April 1, 2009 and April 1, 2010.
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 FundYear Contributions to Plan Exceeded More Than 5 Percent of Total Contributions (as of Plan’s Year-End) 
 
 
 CWA/ITU Negotiated Pension Plan  12/31/20112012 & 12/31/20102011(1)
 Newspaper and Mail Deliverers’-Publishers’ Pension Fund5/31/20112012 & 5/31/20102011(1)
 Pressmen’s Publisher’s Pension Fund3/31/2012, 3/31/20112013 & 3/31/20102012 
 Paper-Handlers’-Publishers’ Pension Fund3/31/2012, 3/31/20112013 & 3/31/20102012 
(1) Form 5500 for the plan year 12/31/1213 and 5/31/1213 was not available as of the date we filed our financial statements.
The number of our employees covered by multiemployer plans decreased from 2012 to 2013, affecting period-to-period comparability, as a result of the sale of the New England Media Group.
The Company received a notice and demand for payment of withdrawal liability from the Newspaper and Mail Deliverers’-Publishers’ Pension Fund on September 13, 2013 associated with an alleged partial withdrawal. See Note 20 for further information.


P. 90 – THE NEW YORK TIMES COMPANY


12. 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 no longer 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 New York Times Newspaper 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.

In the fourth quarter of 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.


THE NEW YORK TIMES COMPANY – P. 87


In Januarythe first quarter of 2012, we sold the Regional Media Group. The sale significantly reduced the expected years of future service for current employees, resulting in a remeasurement and curtailment of a postretirement benefit plan. We recognized a curtailment gain of $27.2 million in the first quarter of 2012, which is included in the gain on the sale within “(Loss)/income from discontinued operations, net of income taxes” in the Consolidated Statement of Operations.
In October 2011, we amended our retiree medical plan by, among other things, placing a cap (effective January 1, 2012) on our contributions for certain retiree groups. In connection with this plan amendment, we remeasured our postretirement obligation as of the plan amendment date. The plan amendment and remeasurement resulted in a decrease in the postretirement liability and an increase in other comprehensive income (before taxes) of approximately $2020.0 million in October 2011.
The Patient Protection and Affordable Care Act, which was enacted on March 23, 2010, and the Health Care and Education Reconciliation Act of 2010, which was enacted on March 30, 2010, eliminated the tax deductibility of certain retiree health care costs, beginning January 1, 2013, to the extent of federal subsidies received by plan sponsors that provide retiree prescription drug benefits equivalent to Medicare Part D. Because the future anticipated retiree health-care liabilities and related subsidies are already reflected in our financial statements, this legislation required us to reduce the related deferred tax asset recognized in our financial statements. As a result, we recorded a tax charge of $11.4 million in 2010 for the reduction in future tax benefits for retiree health benefits. The impact of this legislation was not material and was included in our 2010 year-end measurement of our postretirement benefits obligation.
The components of net periodic postretirement benefit income were as follows:
(In thousands) December 30,
2012

 December 25,
2011

 December 26,
2010

 December 29,
2013

 December 30,
2012

 December 25,
2011

Service cost $957
 $1,143
 $1,076
 $1,089
 $957
 $1,143
Interest cost 4,985
 6,890
 9,340
 4,101
 4,985
 6,891
Recognized actuarial loss 3,328
 2,289
 3,129
 4,440
 3,328
 2,289
Amortization of prior service credit (15,112) (16,593) (15,602) (13,051) (15,112) (16,593)
Effect of curtailment (27,213) 
 
 (49,122) (27,213) 
Net periodic postretirement benefit income $(33,055) $(6,271) $(2,057) $(52,543) $(33,055) $(6,270)
The changes in the benefit obligations recognized in other comprehensive loss were as follows:
(In thousands) December 30,
2012

 December 25,
2011

 December 26,
2010

 December 29,
2013

 December 30,
2012

 December 25,
2011

Net actuarial loss/(gain) $11,562
 $13,436
 $(16,865) $(13,500) $11,562
 $13,436
Prior service credit 
 (35,712) 
 (1,690) 
 (35,712)
Amortization of loss (3,328) (2,289) (3,129) (4,440) (3,328) (2,289)
Amortization of prior service credit 15,112
 16,593
 15,602
 13,051
 15,112
 16,593
Recognition of prior service credit due to curtailment 27,213
 
 
 49,122
 27,213
 
Total recognized in other comprehensive loss/(income) 50,559
 (7,972) (4,392) 42,543
 50,559
 (7,972)
Net periodic postretirement benefit income (33,055) (6,271) (2,057) (52,543) (33,055) (6,270)
Total recognized in net periodic postretirement benefit income and other comprehensive loss $17,504
 $(14,243) $(6,449) $(10,000) $17,504
 $(14,242)


THE NEW YORK TIMES COMPANY – P. 91


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 $45 million and $156 million, respectively.
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 $20.0 million in 2013, $18 million in 2012, and $16 million in 2011 and $18 million in 2010.


P. 88 – THE NEW YORK TIMES COMPANY


The changes in the benefit obligation and plan assets and other amounts recognized in other comprehensive income/loss were as follows:
(In thousands) December 30,
2012

 December 25,
2011

 December 29,
2013

 December 30,
2012

Change in benefit obligation        
Benefit obligation at beginning of year $113,803
 $142,417
 $120,767
 $113,803
Service cost 957
 1,143
 1,089
 957
Interest cost 4,985
 6,890
 4,101
 4,985
Plan participants’ contributions 4,383
 4,659
 4,861
 4,383
Actuarial loss 11,562
 13,436
Actuarial (gain)/loss (13,501) 11,562
Plan amendments 
 (35,712) (1,690) 
Benefits paid (15,881) (20,247) (14,695) (15,881)
Medicare subsidies received 957
 1,217
 
 958
Benefit obligation at the end of year 120,766
 113,803
 100,932
 120,767
Change in plan assets        
Fair value of plan assets at beginning of year 
 
 
 
Employer contributions 10,541
 14,371
 9,834
 10,540
Plan participants’ contributions 4,383
 4,659
 4,861
 4,383
Benefits paid (15,881) (20,247) (14,695) (15,881)
Medicare subsidies received 957
 1,217
 
 958
Fair value of plan assets at end of year 
 
 
 
Net amount recognized $(120,766) $(113,803) $(100,932) $(120,767)
Amount recognized in the Consolidated Balance Sheets        
Current liabilities $(10,419) $(9,611) $(10,329) $(10,420)
Noncurrent liabilities (110,347) (104,192) (90,603) (110,347)
Net amount recognized $(120,766) $(113,803) $(100,932) $(120,767)
Amount recognized in accumulated other comprehensive loss        
Actuarial loss $51,348
 $43,114
 $33,406
 $51,346
Prior service credit (94,144) (136,469) (33,660) (94,143)
Total $(42,796) $(93,355) $(254) $(42,797)
 Weighted-average assumptions used in the actuarial computations to determine the postretirement benefit obligations were as follows:
 December 30,
2012

 December 25,
2011

 December 29,
2013

 December 30,
2012

Discount rate 3.49% 4.64% 4.22% 3.49%
Estimated increase in compensation level 3.50% 3.50% 3.50% 3.50%


P. 92 – THE NEW YORK TIMES COMPANY


Weighted-average assumptions used in the actuarial computations to determine net periodic postretirement cost were as follows:
 December 30,
2012

 December 25,
2011

 December 26,
2010

 December 29,
2013

 December 30,
2012

 December 25,
2011

Discount rate 4.64% 5.14% 5.92% 3.70% 4.66% 5.14%
Estimated increase in compensation level 3.50% 3.50% 3.50% 3.50% 3.50% 3.50%


THE NEW YORK TIMES COMPANY – P. 89


The assumed health-care cost trend rates were as follows:
 December 30,
2012

 December 25,
2011

 December 29,
2013

 December 30,
2012

Health-care cost trend rate assumed next year 8.00% 7.33% 8.00% 8.00%
Rate to which the cost trend rate is assumed to decline (ultimate trend rate) 5.00% 5.00% 5.00% 5.00%
Year that the rate reaches the ultimate trend rate 2023
 2019
 2023
 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:
  One-Percentage Point
(In thousands) Increase
 Decrease
Effect on total service and interest cost for 2012 $130
 $(121)
Effect on accumulated postretirement benefit obligation as of December 30, 2012 $2,669
 $(2,460)
  One-Percentage Point
(In thousands) Increase
 Decrease
Effect on total service and interest cost for 2013 $87
 $(82)
Effect on accumulated postretirement benefit obligation as of December 30, 2013 $2,057
 $(1,952)
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)Amount
Amount
2013$10,652
201410,261
$10,596
20159,779
10,175
20169,456
9,769
20179,149
9,356
2018-202239,388
20188,938
2019-202336,937
We accrue the cost of certain benefits provided to former or inactive employees after employment, but before retirement, during the employees’ active years of service.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 cost of these benefits amounted to $16.2 million as of December 29, 2013 and $19.9 million as of December 30, 2012 and $20.3 million as of December 25, 2011.
13. Other Liabilities
The components of the “Other Liabilities Other” balance in our Consolidated Balance Sheets were as follows:
(In thousands) December 30,
2012

 December 25,
2011

 December 29,
2013

 December 30,
2012

Deferred compensation $52,882
 $71,354
 $51,660
 $52,882
Other liabilities 99,536
 105,695
 106,775
 120,808
Total $152,418
 $177,049
 $158,435
 $173,690
Deferred compensation consists primarily of deferrals under our deferred executive compensation plan (the “DEC Plan”). The DEC Plan enables certain eligible executives to elect to defer a portion of their compensation on a pre-tax basis. While the initial deferral period is for a minimum of 2 years up to a maximum of 15 years (after which time taxable distributions must begin), the executive has the option to extend the deferral period. Employees’ contributions earn income based on the performance of investment funds they select.


THE NEW YORK TIMES COMPANY – P. 93


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 $68.6 million as of December 29, 2013 and $58.1 million as of December 30, 2012 and $75.4 million as of December 25, 2011.2012.
Other liabilities in the preceding table primarily included our contingent tax liability for uncertain tax positions as of December 29, 2013 and December 30, 2012 and December 25, 2011.2012.


P. 90 – THE NEW YORK TIMES COMPANY


14. Income Taxes
Reconciliations between the effective tax rate on income/(loss) from continuing operations before income taxes and the federal statutory rate are presented below.
 December 30, 2012 December 25, 2011 December 26, 2010 December 29, 2013 December 30, 2012 December 25, 2011
(In thousands) Amount 
% of
Pre-tax
 Amount 
% of
Pre-tax
 Amount 
% of
Pre-tax
 Amount 
% of
Pre-tax
 Amount 
% of
Pre-tax
 Amount 
% of
Pre-tax
Tax at federal statutory rate $92,156
 35.0 % $29,129
 35.0 % $30,943
 35.0 % $33,180
 35.0 % $90,494
 35.0 % $23,104
 35.0 %
State and local taxes, net 17,651
 6.7
 14,833
 17.8
 15,375
 17.4
 8,312
 8.8
 11,507
 4.4
 10,446
 15.8
Effect of enacted changes in tax laws 
 
 (1,520) (1.8) 11,370
 12.9
 
 
 
 
 (1,520) (2.3)
Reduction in uncertain tax positions (6,722) (2.6) (12,105) (14.5) (21,722) (24.6) (1,803) (1.9) (6,721) (2.6) (12,105) (18.3)
(Gain)/loss on Company-owned life insurance (2,690) (1.0) 36
 
 (3,319) (3.8) (3,673) (3.9) (2,690) (1.0) 36
 
Other, net 3,087
 1.2
 1,559
 1.9
 670
 0.8
 1,876
 2.0
 2,027
 0.8
 1,456
 2.2
Income tax expense $103,482
 39.3
 $31,932
 38.4
 $33,317
 37.7
 $37,892
 40.0
 $94,617
 36.6
 $21,417
 32.4
The components of income tax expense as shown in our Consolidated Statements of Operations were as follows: 
(In thousands) December 30,
2012

 December 25,
2011

 December 26,
2010

 December 29,
2013

 December 30,
2012

 December 25,
2011

Current tax expense/(benefit)            
Federal $35,429
 $(30,185) $(3,139) $18,903
 $51,836
 $(13,571)
Foreign 1,153
 1,110
 682
 681
 1,154
 1,110
State and local 181
 (6,793) (11,460) 8,371
 (6,680) (14,345)
Total current tax expense/(benefit) 36,763
 (35,868) (13,917) 27,955
 46,310
 (26,806)
Deferred tax expense            
Federal 55,143
 20,464
 36,055
 5,426
 38,845
 542
Foreign 
 37,471
 2,137
 
 
 37,471
State and local 11,576
 9,865
 9,042
 4,511
 9,462
 10,210
Total deferred tax expense 66,719
 67,800
 47,234
 9,937
 48,307
 48,223
Income tax expense $103,482
 $31,932
 $33,317
 $37,892
 $94,617
 $21,417
As of December 30, 201229, 2013, we had nohave a federal net operating loss carryforwards.of $6.9 million.
State tax operating loss carryforwards totaled$9.3 million as of December 29, 2013 and $10.5 million as of December 30, 2012 and $15.1 million as of December 25, 2011. Such loss carryforwards expire in accordance with provisions of applicable tax laws and have remaining lives generally ranging from 1 to 20 years.


P. 94 – THE NEW YORK TIMES COMPANY – P. 91


The components of the net deferred tax assets and liabilities recognized in our Consolidated Balance Sheets were as follows:
(In thousands) December 30,
2012

 December 25,
2011

 December 29,
2013

 December 30,
2012

Deferred tax assets        
Retirement, postemployment and deferred compensation plans $400,292
 $447,156
 $251,082
 $387,202
Accruals for other employee benefits, compensation, insurance and other 36,959
 39,572
 35,596
 36,959
Accounts receivable allowances 6,111
 7,114
 1,478
 6,111
Net operating losses 57,885
 49,476
Other 84,527
 109,946
 63,821
 64,884
Gross deferred tax assets 527,889
 603,788
 409,862
 544,632
Valuation allowance (42,138) (39,824) (42,295) (42,138)
Net deferred tax assets $485,751
 $563,964
 $367,567
 $502,494
Deferred tax liabilities        
Property, plant and equipment $108,763
 $143,308
 $75,661
 $108,763
Intangible assets 
 42,150
 11,902
 
Investments in joint ventures 13,430
 15,095
 19,625
 13,430
Other 4,266
 10,073
 14,531
 19,875
Gross deferred tax liabilities 126,459
 210,626
 121,719
 142,068
Net deferred tax asset $359,292
 $353,338
 $245,848
 $360,426
Amounts recognized in the Consolidated Balance Sheets        
Deferred tax asset – current $58,214
 $73,055
 $65,859
 $58,214
Deferred tax asset – long-term 301,078
 280,283
 179,989
 302,212
Net deferred tax asset $359,292
 $353,338
 $245,848
 $360,426
The previous presentation of deferred taxes as of December 30, 2012 has been corrected in this 2013 annual report on Form 10-K to present the federal tax benefit on uncertain state tax positions on a gross basis and to correct the classification of certain other deferred taxes.
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 non-deductible goodwill and intangible assets).
We had a valuation allowance totaling $42.3 million as of December 29, 2013 and $42.1 million as of December 30, 2012 and $39.8 million as of December 25, 2011 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. 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 $3.4 million in 2013, $2.4 million in 2012, and $1.6 million in 2011 and $2.1 million in 2010.
As of December 29, 2013 and December 30, 2012, and December 25, 2011, “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 $377$283 million and $370$363 million,, respectively.



P. 92 – THE NEW YORK TIMES COMPANY – P. 95


A reconciliation of unrecognized tax benefits is as follows:
(In thousands) December 30,
2012

 December 25,
2011

 December 26,
2010

 December 29,
2013

 December 30,
2012

 December 25,
2011

Balance at beginning of year $47,971
 $55,636
 $70,578
 $45,308
 $47,971
 $55,636
Gross additions to tax positions taken during the current year 5,241
 4,094
 2,565
 2,249
 5,241
 4,094
Gross reductions to tax positions taken during the current year 
 
 
Gross additions to tax positions taken during the prior year 258
 460
 
 127
 258
 460
Gross reductions to tax positions taken during the prior year (922) (970) (13,347) (833) (922) (970)
Reductions from settlements with taxing authorities 
 (1,941) 
 
 
 (1,941)
Reductions from lapse of applicable statutes of limitations (7,240) (9,308) (4,160) (793) (7,240) (9,308)
Balance at end of year $45,308
 $47,971
 $55,636
 $46,058
 $45,308
 $47,971
The total amount of unrecognized tax benefits that would, if recognized, affect the effective income tax rate was approximately $30 million as of December 30, 201229, 2013 and$31 million as of December 25, 201130, 2012.
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 $1618 million as of December 30, 201229, 2013 and $16 million December 25, 201130, 2012. The total amount of accrued interest and penalties was a net detriment of $1.7 million in 2013 and a net benefit of $0.3 million in 2012, and $1.4 million in 2011 and $6.3 million in 2010.
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 2004. 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 approximately $1627.8 million that would, if recognized, impact the effective tax rate.
15. 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.
As a result of the New England Media Group meeting the criteria of being held for sale in the third quarter of 2013, we recorded an impairment charge of $34.3 million reflecting the difference between the expected sales price and the New England Media Group’s net assets at such time. In the fourth quarter of 2013, when the sale was completed, 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 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.
The results of operations of the New England Media Group have been classified as discontinued operations for all periods presented and certain assets and liabilities are classified as held for sale for all periods presented.
About Group
On September 24,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 $300.0 million in cash, plus a net working capital adjustment of approximately $17 million. TheIn 2012, the sale resulted in a pre-tax gain of $96.7 million ($61.9 million after-tax)after tax). The net after-tax proceeds from the sale were approximately $291 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 and certain assets are classified as held for sale for all periods presented as ofDecember 30, 2012 and December 25, 2011.


P. 96 – THE NEW YORK TIMES COMPANY


Regional Media Group
On January 6,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).
The results of operations for the Regional Media Group which had previously been included in the News Media Group reportable segment, have been classified as discontinued operations for all periods presented and certain assets and liabilities are classified as held for sale as of December 25, 2011.





THE NEW YORK TIMES COMPANY – P. 93


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
(In thousands) New England Media GroupAbout GroupRegional Media GroupTotal
Revenues $287,677
$
$
$287,677
Total operating costs 281,414


281,414
Multiemployer pension plan withdrawal expense(1)
 7,997


7,997
Impairment of assets(2)
 34,300


34,300
Loss from joint ventures (240)

(240)
Interest expense, net 9


9
Pre-tax loss (36,283)

(36,283)
Income tax benefit(3)
 (13,373)(2,497)
(15,870)
(Loss)/income from discontinued operations, net of income taxes (22,910)2,497

(20,413)
Gain/(loss) on sale, net of income taxes:     
Gain on sale(4)
 47,561
419

47,980
Income tax expense 19,457
161

19,618
Gain on sale, net of income taxes 28,104
258

28,362
Income from discontinued operations, net of income taxes $5,194
$2,755
$
$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.
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 2012.


THE NEW YORK TIMES COMPANY – P. 97


 Year Ended December 30, 2012 Year Ended December 30, 2012
(In thousands) About GroupRegional Media GroupTotal New England Media GroupAbout GroupRegional Media GroupTotal
Revenues $74,970
$6,115
$81,085
 $394,739
$74,970
$6,115
$475,824
Total operating costs 51,140
8,017
59,157
 385,527
51,140
8,017
444,684
Impairment of goodwill 194,732

194,732
Pre-tax loss (170,902)(1,902)(172,804)
Income tax benefit (60,065)(736)(60,801)
Impairment of assets (1)
 
194,732

194,732
Income from joint ventures 68


68
Interest expense, net 7


7
Pre-tax income/(loss) 9,273
(170,902)(1,902)(163,531)
Income tax expense/(benefit) 10,717
(60,065)(736)(50,084)
Loss from discontinued operations, net of income taxes (110,837)(1,166)(112,003) (1,444)(110,837)(1,166)(113,447)
Gain/(loss) on sale, net of income taxes:   

 
Gain/(loss) on sale 96,675
(5,441)91,234
 
96,675
(5,441)91,234
Income tax expense/(benefit)(1)
 34,785
(29,071)5,714
Income tax expense/(benefit)(2)
 
34,785
(29,071)5,714
Gain on sale, net of income taxes 61,890
23,630
85,520
 
61,890
23,630
85,520
(Loss)/income from discontinued operations, net of income taxes $(48,947)$22,464
$(26,483) $(1,444)$(48,947)$22,464
$(27,927)
(1)Included in impairment of assets in 2012 is the impairment of goodwill related to the About Group.
(2)The income tax benefit for the Regional Media Group in 2012 included a tax deduction for goodwill, which was previously non-deductible, triggered upon the sale of the Regional Media Group.
Goodwill is not amortized but tested for impairment annually or in an interim period if certain circumstances indicate a possible impairment may exist. Our policy is to perform our annual goodwill impairment test in the fourth quarter of our fiscal year. However, due to certain impairment indicators at the About Group, we performed an interim impairment test as of June 24, 2012. The interim impairment test resulted in a $194.7 million non-cash charge in the second quarter of 2012 for the impairment of goodwill at the About Group. The impairment charge reduced the carrying value of goodwill to its fair value. See Note 10 for information regarding the fair value of goodwill and the related impairment charge.
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 2011.
 Year Ended December 25, 2011 Year Ended December 25, 2011
(In thousands) About GroupRegional Media GroupTotal New England Media GroupAbout GroupRegional Media GroupTotal
Revenues $110,826
$259,945
$370,771
 $398,056
$110,826
$259,945
$768,827
Total operating costs 67,475
235,032
302,507
 376,474
67,475
235,032
678,981
Impairment of assets 3,116
152,093
155,209
 1,767
3,116
152,093
156,976
Income from joint ventures 298


298
Pre-tax income/(loss) 40,235
(127,180)(86,945) 20,113
40,235
(127,180)(66,832)
Income tax expense/(benefit)(1)
 15,453
(10,879)4,574
 11,393
15,453
(10,879)15,967
Income/(loss) from discontinued operations, net of income taxes $24,782
$(116,301)$(91,519) $8,720
$24,782
$(116,301)$(82,799)
(1)The income tax benefit for the Regional Media Group in 2011 was unfavorably impacted because a portion of the goodwill impairment charge was non-deductible.
Due to certain impairment indicators at the Regional Media Group, including lower-than-expected operating results, we performed an interim impairment test of goodwill as of June 26, 2011. The interim test resulted in an impairment of goodwill of $152.1 million mainly from lower projected long-term operating results and cash flows of the Regional Media Group, primarily due to the continued decline in print advertising revenues. These factors


P. 98 – THE NEW YORK TIMES COMPANY


resulted in the carrying value of the net assets being greater than their fair value, and therefore a write-down to fair value was required. The impairment charge reduced the carrying value of goodwill at the Regional Media Group to $0. See Note 10 for information regarding the fair value of goodwill and the related impairment charge.


P. 94 – THE NEW YORK TIMES COMPANY


Our 2011 annual impairment test, which was completed in the fourth quarter, resulted in a non-cash impairment charge of $3.1 million relating to the write-down of an intangible asset at ConsumerSearch, Inc., which was part of the About Group. The impairment was driven by lower cost-per-click advertising revenues. The impairment charge reduced the carrying value of the ConsumerSearch trade name to its fair value of approximately $3 million. See Note 10 for information regarding the fair value of the ConsumerSearch trade name and the related impairment charge.
The results of operations for the About Group and the Regional Media Group presented as discontinued operations are summarized below for 2010.
  Year Ended December 26, 2010
(In thousands) About GroupRegional Media Group
WQXR-FM(1)
Total
Revenues $136,077
$276,659
$
$412,736
Total operating costs 74,570
249,354

323,924
Pre-tax income 61,507
27,305

88,812
Income tax expense 24,416
10,783

35,199
Income from discontinued operations, net of income taxes 37,091
16,522

53,613
Gain on sale, net of income taxes:     
Gain on sale 

16
16
Income tax expense 

3
3
Gain on sale, net of income taxes 

13
13
Income from discontinued operations, net of income taxes $37,091
$16,522
$13
$53,626
(1)In October 2009, we completed the sale of WQXR-FM, a New York City classical radio station. In 2010, we recorded post-closing adjustments to the gain on the sale of WQXR-FM.
The assets and liabilities classified as held for sale for the New England Media Group, About Group and the Regional Media Group are summarized below.
 December 25, 2011 December 30, 2012
(In thousands) About Group Regional Media Group Total New England Media Group About Group Regional Media Group Total
Accounts receivable, net $14,369
 $26,550
 $40,919
 $40,343
 $
 $
 $40,343
Inventories 3,078
     3,078
Property, plant and equipment, net 1,763
 146,287
 148,050
 86,917
 
 
 86,917
Goodwill 367,276
 
 367,276
Other intangible assets acquired, net 17,210
 330
 17,540
Other assets 11,203
 5,014
 16,217
 6,712
 
 
 6,712
Total assets held for sale 411,821
 178,181
 590,002
Total liabilities(1)
 
 19,568
 19,568
Total assets 137,050
 
 
 137,050
Total liabilities 32,373
 
 
 32,373
Net assets $411,821
 $158,613
 $570,434
 $104,677
 $
 $
 $104,677
(1)Included in “Accrued expenses” in our Condensed Consolidated Balance Sheet as of December 25, 2011.

16. 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. 95
99


16. Earnings/(Loss) Per Share
Basic and diluted earnings/(loss) per share were as follows:
 Years Ended Years Ended
(In thousands, except per share data) December 30,
2012

 December 25,
2011

 December 26,
2010

 December 29,
2013

 December 30,
2012

 December 25,
2011

 (53 weeks) (52 weeks) (52 weeks) (52 weeks) (53 weeks) (52 weeks)
Amounts attributable to The New York Times Company common stockholders:            
Income from continuing operations $159,656
 $51,850
 $54,078
 $57,156
 $163,774
 $45,151
(Loss)/income from discontinued operations, net of income taxes (26,483) (91,519) 53,626
Income/(loss) from discontinued operations, net of income taxes 7,949
 (27,927) (82,799)
Net income/(loss) $133,173
 $(39,669) $107,704
 $65,105
 $135,847
 $(37,648)
Average number of common shares outstanding – Basic 148,147
 147,190
 145,636
 149,755
 148,147
 147,190
Incremental shares for assumed exercise of securities 4,546
 4,817
 6,964
 8,019
 4,546
 4,817
Average number of common shares outstanding – Diluted 152,693
 152,007
 152,600
 157,774
 152,693
 152,007
Basic earnings/(loss) per share attributable to The New York Times Company common stockholders:            
Income from continuing operations $1.08
 $0.35
 $0.37
 $0.38
 $1.11
 $0.31
(Loss)/income from discontinued operations, net of income taxes (0.18) (0.62) 0.37
Income/(loss) from discontinued operations, net of income taxes 0.05
 (0.19) (0.57)
Net income/(loss) – Basic $0.90
 $(0.27) $0.74
 $0.43
 $0.92
 $(0.26)
Diluted earnings/(loss) per share attributable to The New York Times Company common stockholders:            
Income from continuing operations $1.04
 $0.34
 $0.35
 $0.36
 $1.07
 $0.30
(Loss)/income from discontinued operations, net of income taxes (0.17) (0.60) 0.36
Income/(loss) from discontinued operations, net of income taxes 0.05
 (0.18) (0.55)
Net income/(loss) – Diluted $0.87
 $(0.26) $0.71
 $0.41
 $0.89
 $(0.25)
The difference between basic and diluted shares is that diluted shares include the dilutive effect of the assumed exercise of outstanding securities. Our restricted stock units, stock options and warrants could have the most significant impact on diluted shares.
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, (“Common Stock”), because their inclusion would result in an anti-dilutive effect on per share amounts.
The number of stock options that werewas excluded from the computation of diluted earnings per share because they were anti-dilutive werewas approximately10 million in 2013, 15 million in 2012, and 20 million in 2011 and 24 million in 2010, respectively.



P. 96 – THE NEW YORK TIMES COMPANY


17. Stock-Based Awards
Under our Company’sAs of December 29, 2013, the Company had two plans under which it was authorized to grant stock-based compensation: the 2010 Incentive Compensation Plan (the “2010 Incentive Plan”), which became effective April 27, 2010, and replaced the 1991 Executive Stock Incentive Plan (the “1991 Incentive Plan”), and our 1991 Executive Cash Bonus Plan (together with the 1991 Incentive Plan, the “1991 Executive Plans”), the Board of Directors was authorized to grant awards to key employees of cash, restricted and unrestricted shares of our Common Stock, retirement units (stock equivalents) or such other awards as the Board of Directors deemed appropriate. Effective April 27, 2010, our 2010 Incentive Compensation Plan (the “2010 Incentive Plan”) was approved by our Company’s stockholders and replaced the 1991 Executive Plans.
Our 2004 Non-Employee Directors’ Stock Incentive Plan (the “2004 Directors’ Plan”) provides for.
In 2013, the issuance of up to 500,000 shares of Common Stock in the formCompany redesigned its long-term incentive compensation program, eliminating annual grants of stock options orand restricted stock awards. Priorunits and long-term performance awards payable solely in in cash for executives. In their place, executives have the opportunity to 2012, under our 2004 Directors’ Plan, each non-employee director of our Company received annual grants of non-qualified stock options with 10-year terms to purchase 4,000earn cash and shares of Class A Common Stock from our Company at the average market priceend of such sharesthree-year cycles based on the dateachievement of grant. No such grants were madefinancial goals tied to an adjusted EBITDA metric and stock price performance relative to companies in 2012. Restricted stock has not been awarded under the 2004 Directors’ Plan forStandard & Poor’s 500 Stock Index, with the purposemajority of stock-based compensation.the target award to be settled in the Company’s Class A Common Stock.
We recognize stock-based compensation expense for outstandingthese stock-settled long-term performance awards, stock-settled and cash-settled restricted stock units, stock options, stock appreciation rights, cash-settled restricted stock units, LTIP awards andas well as Class A Common Stock issued under our ESPP (together, “Stock-Based Awards”). Stock-based compensation expense was $5.08.8 million in 2013, $4.5 million in 2012, and $8.17.6 million in 2011 and $7.7 million in 2010.
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. Our Company’sAwards under the 1991 Incentive Plan, 2010 Incentive Plan and 2004 Directors’ Plan provide that awards generally vest over a stated vesting period or upon the retirement of an employee or director, as the case may be.


P. 100 – THE NEW YORK TIMES COMPANY


The 2004 Director’s Plan provides for the issuance of up to 500,000 shares of Class A Common Stock in the form of stock options or restricted stock awards. Restricted stock has never been awarded under the 2004 Directors’ Plan. Prior to 2012, under our 2004 Directors’ Plan, each non-employee director of our Company received annual grants of non-qualified stock options with 10-year terms to purchase 4,000 shares of Class A Common Stock from our Company at the average market price of such shares on the date of grants. These annual grants were replaced with annual grants of cash-settled phantom stock units in 2012, and, accordingly, no grants of stock options were made under this plan in 2012 or 2013. Under its terms, the 2014 Directors’ Plan terminates as of April 30, 2014.
Our pool of excess tax benefits (“APIC Pool”) available to absorb tax deficiencies was approximately $2127.7 million as of December 30, 201229, 2013.
Stock Options
Our Company’sThe 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 market value 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 2013.
Our 2004 Directors’ Plan provides for grants of stock options to non-employee Directorsdirectors at an exercise price equal to the market value 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 such grants of stock options were made in 2012.2012 or 2013. Our Company’s Directorsdirectors are considered employees for purposes of stock-based compensation.
Changes in our Company’s stock options in 20122013 were as follows:
 December 30, 2012 December 29, 2013
(Shares in thousands) Options 
Weighted
Average
Exercise
Price
 
Weighted
Average
Remaining
Contractual
Term
(Years)
 
Aggregate
Intrinsic
Value
$(000s)
 Options 
Weighted
Average
Exercise
Price
 
Weighted
Average
Remaining
Contractual
Term
(Years)
 
Aggregate
Intrinsic
Value
$(000s)
Options outstanding at beginning of year 17,500
 $30
 4 $6,522
 13,582
 $24
 4 $7,124
Granted 1,144
 8
 
   
 
 
  
Exercised (176) 4
 
   (914) 6
 
  
Forfeited/Expired (4,886) 43
 
   (2,919) 44
 
  
Options outstanding at end of period 13,582
 $24
 4 $7,124
 9,749
 $20
 4 $23,273
Options expected to vest at end of period 13,479
 $24
 4 $7,124
 9,678
 $20
 4 $23,273
Options exercisable at end of period 11,980
 $26
 4 $6,314
 8,994
 $21
 4 $17,803
The total intrinsic value for stock options exercised was $5.3 million in 2013, $0.9 million in 2012, and $0.6 million in 2011 and $1.7 million in 2010.


THE NEW YORK TIMES COMPANY – P. 97


The fair value of the stock options granted was estimated on the date of grant using a Black-Scholes valuation model that uses the assumptions noted in the following table. 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. The fair value for stock options granted with different vesting periods and on different dates are calculated separately. There were no stock option grants in 2013.


THE NEW YORK TIMES COMPANY – P. 101


 December 30, 2012 December 25, 2011 December 26, 2010 December 30, 2012 December 25, 2011
Term (In years) 10
 10
  10
 10
 10
 10
 10
 10
 10
 10
Vesting (In years) 3
 3
(1) 
 3
 1
 3
 1
 3
 3
(1) 
3
 1
Risk-free interest rate 1.39% 0.98% 2.90% 2.25% 3.19% 2.69% 1.39% 0.98% 2.90% 2.25%
Expected life (In years) 6
 6
 6
 5
 6
 5
 6
 6
 6
 5
Expected volatility 47.67% 49.35% 43.79% 47.93% 41.60% 45.93% 47.67% 49.35% 43.79% 47.93%
Expected dividend yield 0% 0% 0% 0% 0% 0% 0% 0% 0% 0%
Weighted-average fair value $3.35
 $3.89
 $4.81
 $3.78
 $4.99
 $4.68
 $3.35
 $3.89
 $4.81
 $3.78
(1) Stock options granted to Mark Thompson, our President and Chief Executive Officer, in November 2012 under the terms of his employment agreement.
Restricted Stock Units
OurThe 1991 Incentive Plan provided, and the 2010 Incentive Plan provides, for grants of other stock-based awards, including restricted stock units. Restricted stock units granted in 2012 and 2011 were “stock-settled,” while restricted stock units granted in 2010 were “cash-settled.” For “stock-settled” restricted stock units, each restricted stock unit represents our obligation to deliver to the holder one share of Common Stock upon vesting. For “cash-settled” restricted stock units, each restricted stock unit represents our obligation to deliver to the holder cash, equivalent to the market value of the underlying shares of Common Stock, upon vesting.
In 2013, 2012 and 2011, we granted stock-settled restricted stock units with a 3-year vesting period. 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”stock-settled restricted stock units is the average market price at date of grant.on the grant date. Changes in our Company’s stock-settled restricted stock units in 20122013 were as follows:
 December 30, 2012 December 29, 2013
(Shares in thousands) 
Restricted
Stock
Units
 
Weighted
Average
Grant-Date
Fair Value
 
Restricted
Stock
Units
 
Weighted
Average
Grant-Date
Fair Value
Unvested stock-settled restricted stock units at beginning of period 666
 $11
 1,011
 $9
Granted 638
 7
 544
 9
Vested (157) 8
 (169) 9
Forfeited (136) 9
 (193) 9
Unvested stock-settled restricted stock units at end of period 1,011
 $9
 1,193
 $9
Unvested stock-settled restricted stock units expected to vest at end of period 914
 $9
 1,107
 $9
The intrinsic value of stock-settled restricted stock units vested was $1.9 million in 2013, $1.2 million in 2012, and $3.3 million in 2011 and $3.3 million in 2010.
In 2010, we granted cash-settled restricted stock units with a 3-year3-year vesting period.period that vested in February 2013. The fair value of “cash-settled”cash-settled restricted stock units iswas the average market price at date of grant. “Cash-settled”on the grant date. Cash-settled restricted stock units arewere classified as liability awards because we incurincurred a liability, payable in cash, based on our stock price. The cash-settled restricted stock unit iswas measured at its fair value at the end of each reporting period and, therefore, will fluctuatefluctuated based on the fluctuations in our stock price.


P. 98 – THE NEW YORK TIMES COMPANY


Changes in our cash-settled restricted stock units in 2012 were as follows:
  December 30, 2012
(Shares in thousands) 
Restricted
Stock
Units
 
Weighted
Average
Grant-Date
Fair Value
Unvested cash-settled restricted stock units at beginning of period 758
 $6
Granted 
 
Vested (504) 4
Forfeited (89) 9
Unvested cash-settled restricted stock units at end of period 165
 $11
Unvested cash-settled restricted stock units expected to vest at end of period 150
 $11
The intrinsic value of cash-settled restricted stock units vested was $1.5 million in 2013, $3.7 million million in 2012, and $80,000 in 2011 and $0.3 million in 2010.
LTIP AwardsLong-Term Incentive Compensation
OurThe 1991 Executive PlansIncentive 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. There were payments of approximately $9 million in 2013, $12 million in 2012, and $4 million in 2011 and $7 million in 2010.
For the awardAwards granted for the cyclethree-year performance periods beginning in 2005 paid in 2010, the total payment was2011 and 2012 are based on a keythe achievement of specified goals under two financial performance measure, Total Shareholder Return (“TSR”), which was calculated as stock appreciation plus reinvested dividends. For the award granted for the cycle beginning in 2006 paid in 2011, 50% of the payment was based on TSR.
The LTIPmeasures. These awards based on TSR were classified as liability awards because we incurred a liability payable in cash, indexed to our stock price. The LTIP award liability was measured at its fair value at the end of each reporting period and, therefore, fluctuated based on the operating results and the performance of our TSR relative to the peer group’s TSR. The fair value of the LTIP awards was calculated by comparing our TSR against a predetermined peer group’s TSR over the performance period. The payout of the LTIP awards was based on relative performance; therefore, correlations in stock price performance among the peer group companies also factored into the valuation.cash.
For awardsAwards granted for the cycle beginning in 20072013 are based on relative Total Shareholder Return (“TSR”), which is calculated at stock appreciation plus reinvested dividends, payable in Class A Common Stock and subsequent periods, the actual payment, if any, does not have a another


P. 102 – THE NEW YORK TIMES COMPANY


performance measure, based on TSR. Therefore, thesepayable in Class A Common Stock and cash. Awards payable in stock are classified within equity; awards payable in cash are not considered stock-based compensation.
classified as a liability. The fair value of TSR awards is determined at the date of grant using a market calculation simulation.
Unrecognized Compensation Expense
As of December 30, 201229, 2013, unrecognized compensation expense related to the unvested portion of our Stock-Based Awards was approximately $43 million and is expected to be recognized over a weighted-average period of 1.61.5 years.
Reserved Shares
We generally issue shares for the exercise of stock options and stock-settled restricted stock units granted since 2011 and shares under our ESPP from unissued reserved shares and issue shares for stock-settled restricted stock units granted prior to 2011 and our Company stock match under a 401(k) plan from treasury shares.


THE NEW YORK TIMES COMPANY – P. 99


Shares of Class A Common Stock reserved for issuance were as follows:
(In thousands) December 30,
2012
 December 25,
2011
 December 29,
2013
 December 30,
2012
Stock options, stock–settled restricted stock units, retirement units and other awards 
Stock options, stock–settled restricted stock units and stock-settled performance awards 
Stock options and stock-settled restricted stock units 10,965 14,593
Stock-settled performance awards(1)
 1,908 362
Outstanding 14,593 18,166 12,873 14,955
Available 5,300 6,771 3,161 4,938
Employee Stock Purchase Plan 
Employee Stock Purchase Plan(2)
 
Available 6,410 6,410 6,410 6,410
401(k) Company stock match 
401(k) Company stock match(3)
 
Available 3,348 3,838 3,045 3,348
Total Outstanding 14,593 18,166 12,873 14,955
Total Available 15,058 17,019 12,616 14,696
(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 would be issued is included in the table above.
(2)We have not had an offering under the ESPP since 2010.
(3)Effective 2014, we no longer offer a Company stock match under the Company’s 401(k) plan.
18. 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 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 818,061 shares as of December 29, 2013 and 818,385 shares as of December 30, 2012 and 818,885 shares as of December 25, 2011 of Class B Common Stock available for conversion 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.


THE NEW YORK TIMES COMPANY – P. 103


In January 2009, pursuant to a securities purchase agreement, we issued unsecured notes and detachable warrants to purchase 15.9 million shares of our Class A Common Stock at a price of $6.3572 per share. The warrants are exercisable at the holder’s option at any time and from time to time, in whole or in part, until January 15, 2015. See Note 8 for additional information regarding our debt obligations.
We can repurchase Class A Common Stock under our stock repurchase program from time to time either in the open market or through private transactions. These repurchases may be suspended from time to time or discontinued. In 20122013 and 2011,2012, we did not repurchase any shares of Class A Common Stock pursuant to our stock repurchase program.
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 30, 201229, 2013.
The following table summarizes the changes in AOCI by component as of December 29, 2013:
(In thousands) Foreign Currency Translation Adjustments Unrealized Loss on Available-For-Sale Security Funded Status of Benefit Plans Total Accumulated Other Comprehensive Loss
Balance, December 30, 2012 $11,327
 $(431) $(523,462) $(512,566)
Other comprehensive income before reclassifications, before tax(1)
 2,613
 
 197,081
 199,694
Amounts reclassified from accumulated other comprehensive loss, before tax(1)
 
 729
 (17,303) (16,574)
Income tax expense(1)
 1,266
 298
 71,601
 73,165
Net current-period other comprehensive income, net of tax 1,347
 431
 108,177
 109,955
Balance, December 29, 2013 $12,674
 $
 $(415,285) $(402,611)
(1)
All amounts are shown net of noncontrolling interest.
The following table summarizes the reclassifications from AOCI for the periods ended December 29, 2013
 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)
 $(14,996) Selling, general & administrative costs
 
Recognized actuarial loss(1)
 43,457
 Selling, general & administrative costs
 Curtailment (49,122) Discontinued operations: gain on sale, net of tax
 Settlement 3,358
 Pension settlement expense
 
Total reclassification, before tax(2)
 (17,303)  
 Income tax expense (7,091) Tax expense
 Total reclassification, net of tax $(10,212)  
 Unrealized gains and losses on available for sale securities    
 Realized gain on sale of securities, before tax $729
 Selling, general & administrative costs
 Tax expense 298
 Tax expense
 Net of tax $431
  
(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 11 and 12 for additional information.
(2)There were no reclassifications relating to noncontrolling interest for the year ended December 29, 2013.


P. 100104 – THE NEW YORK TIMES COMPANY


19. Segment Information
Our Company’s reportable segments had previously consisted of the News Media Group and the About Group. As a result of the About Group sale in 2012, weWe have one reportable segment.segment that includes The About Group has been classified as a discontinued operation for all periods presented (see Note 15 for additional information onTimes, the sale of the About Group).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.
We have twoOn August 3, 2013, we entered into an agreement to sell substantially all of the assets and operating segments:liabilities of the New England Media Group. The New York Times Media Group, which includes The Times, the IHT, NYTimes.com, and related businesses; and the New England Media Group, which includes the Globe, BostonGlobe.com, Boston.com, the Worcester Telegram & Gazette,T&G, Telegram.com and related businesses. The economic characteristics, products, services, production processes, customer types and distribution methodsbusinesses, has been classified as a discontinued operation for theseall periods presented. See Note 15 for further information on the sale of the New England Media Group.
Our operating segments are substantially similar and therefore have been aggregated into one reportable segment. These operating segments generatesegment generated revenues principally from advertisingcirculation and circulation.advertising. Other revenues consist primarily consist of revenues from news services/syndication, commercial printing and distribution,digital archives, rental income digital archives and direct mail advertising services.conferences/events.
Advertising, circulation and other revenues were as follows:
(In thousands) December 30,
2012

 December 25,
2011

 December 26,
2010

  (53 weeks) (52 weeks) (52 weeks)
The New York Times Media Group      
Advertising $711,829
 $756,148
 $780,424
Circulation 795,037
 705,163
 683,717
Other 88,475
 93,263
 92,697
Total $1,595,341
 $1,554,574
 $1,556,838
New England Media Group      
Advertising $186,249
 $198,383
 $213,720
Circulation 157,931
 157,819
 167,360
Other 50,559
 41,854
 42,809
Total $394,739
 $398,056
 $423,889
Total Company      
Advertising $898,078
 $954,531
 $994,144
Circulation 952,968
 862,982
 851,077
Other 139,034
 135,117
 135,506
Total $1,990,080
 $1,952,630
 $1,980,727


THE NEW YORK TIMES COMPANY – P. 101


20. 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 $1916 million in 2012,2013, $18 million in 20112012 and $2217 million in 20102011. The approximate minimum rental commitments under noncancelable leases, net of subleases, as of December 30, 201229, 2013 were as follows:
(In thousands)Amount
Amount
2013$14,054
201412,724
$12,472
201510,434
10,503
20168,591
7,419
20174,651
6,976
20184,022
Later years10,284
10,883
Total minimum lease payments60,738
52,275
Less: noncancelable subleases(12,451)(8,680)
Total minimum lease payments, net of noncancelable subleases$48,287
$43,595
Capital Leases
Future minimum lease payments for all capital leases, and the present value of the minimum lease payments as of December 30, 201229, 2013, were as follows:
(In thousands)Amount
Amount
2013$716
2014596
$573
2015599
552
2016601
552
2017574
552
2018552
Later years7,797
7,245
Total minimum lease payments10,883
10,026
Less: imputed interest(3,860)(3,290)
Present value of net minimum lease payments including current maturities$7,023
$6,736
Restricted Cash
We were required to maintain $24.328.1 million of restricted cash as of December 30, 201229, 2013 and $27.624.3 million as of December 25, 2011, subject30, 2012, primarily related to certain collateral requirements, primarily for obligations under our workers’ compensation programs. These collateral requirements were previously supported by letters of credit under our a


THE NEW YORK TIMES COMPANY – P. 105


revolving credit facility that was replaced in June 2011. Restricted cash is included in “Miscellaneous assets” in our Consolidated Balance Sheets.
Other
ThereWe are involved in various legal actions that have arisen in the ordinary course ofincidental to our business andthat 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. It is the opinion of management after reviewing these actions with our legal counsel that the ultimate liability that might result from these actions would not have a material adverse effect on our Consolidated Financial Statements.
In September 2013, we received a notice and demand for payment in the amount of approximately $26 million from the Newspaper and Mail Deliverers - Publishers’ Pension Fund. We participate in the fund, which covers drivers employed by the New York Times. City & Suburban, a retail and newsstand distribution subsidiary and the largest contributor to the fund, ceased operations in 2009. The fund claims that The New York Times Company partially withdrew from the fund in the plan years ending May 31, 2013 and 2012, as a result of a more than 70% decline in contribution base units. We disagree with the plan determination and are disputing the claim vigorously. We do not believe that a loss is probable on this matter and have not recorded a loss contingency for the period ended December 29, 2013.
21. Subsequent EventsEvent
One-Time Lump-Sum Payment Offer
In February 2013,2014, we announced that we have retainedplan to offer certain former employees who participate in certain non-qualified pension plans the option to receive a strategic adviserone-time lump-sum payment equal to the present value of the participant’s pension benefit.

If an individual elects to receive a lump sum, the pension obligation to the individual will be settled. While it is too early to estimate the participation rate, assuming an acceptance rate of 50% of the pension obligations associated with the offer, we would make settlement distributions of approximately $40 million paid out of Company cash and we would record a non-cash settlement charge of approximately $13.5 million in connectionthe second quarter of 2014. The actual amount of the charge will largely depend upon the number of participants electing the offer and the associated pension benefit of those electing participants, as well as interest rates and asset performance. When the election period closes, the actual amount of the settlement will be actuarially determined and the associated charge will recognize the acceleration of the accumulated unrecognized actuarial loss.
Pension Benefit Guaranty Corporation
In February 2014, the Pension Benefit Guaranty Corporation (“PBGC”) notified us that it believes that the Company has had a triggering event under Section 4062(e) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), with arespect to The Boston Globe Retirement Plan for Employees Represented by the Boston Newspaper Guild and The New York Times Companies Pension Plan on account of the Company’s sale of the New England Media Group. Under Section 4062(e), the PBGC may be entitled to protection if, as a result of a cessation of operations at a facility, more than 20% of the active participants in a plan are separated from employment. The Company, which retained all pension assets and liabilities related to New England Media Group employees, maintains that an asset sale is not a triggering event for purposes of Section 4062(e). Additionally, with respect to The New York Times Companies Pension Plan, we believe that the 20% threshold was not met.
If a triggering event under Section 4062(e) with respect to either or both of these plans is determined to have occurred, the Company would be required to place funds into an escrow account or to post a surety bond, with the escrowed funds or the bond proceeds available to the applicable plan if it were to terminate in a distress or involuntary termination within five years of the date of the New England Media Group sale. We do not expect such a termination for either of these plans. If the applicable plan did not so terminate within the five-year period, any escrowed funds for that plan would be returned to the Company or the bond for that plan would be cancelled. The amount of any required escrow or bond would be based on a percentage of the applicable plan’s unfunded benefit liabilities, computed under Section 4062(e) on a “termination basis,” which would be higher than that computed under GAAP. In lieu of establishing an escrow account with the PBGC or posting a bond, the Company and our 49% equity interestthe PBGC can negotiate an alternate resolution of the liability, which could include making cash contributions to these plans in Metro Boston.excess of minimum requirements.


P. 102106 – THE NEW YORK TIMES COMPANY


At this time, we cannot predict the ultimate outcome of this matter, but we do not expect that the resolution of this matter will have a material adverse effect on our earnings or financial condition.
SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS
For the Three Years Ended December 30, 201229, 2013
(In thousands)
Description
 
Balance at
beginning
of period
 
Additions
charged to
operating
costs and other
 
Deductions(1)
 
Balance at
end of period
 
Balance at
beginning
of period
 
Additions
charged to
operating
costs and other
 
Deductions(1)
 
Balance at
end of period
Accounts receivable allowances:                
Year ended December 29, 2013 $15,452
 $9,377
 $10,577
 $14,252
Year ended December 30, 2012 $17,275
 $12,772
 $12,657
 $17,390
 $13,065
 $11,623
 $9,236
 $15,452
Year ended December 25, 2011 $28,246
 $10,524
 $21,495
 $17,275
 $18,088
 $8,015
 $13,038
 $13,065
Year ended December 26, 2010 $34,448
 $19,467
 $25,669
 $28,246
Valuation allowance for deferred tax assets:                
Year ended December 29, 2013 $42,138
 $2,432
 $2,275
 $42,295
Year ended December 30, 2012 $39,824
 $2,314
 $
 $42,138
 $39,824
 $2,314
 $
 $42,138
Year ended December 25, 2011 $
 $39,824
 $
 $39,824
 $
 $39,824
 $
 $39,824
Year ended December 26, 2010 $
 $
 $
 $
(1)Includes write-offs, net of recoveries.


THE NEW YORK TIMES COMPANY – P. 103
107


QUARTERLY INFORMATION (UNAUDITED)
Both theThe New England Media Group, About Group and the Regional Media Group’s results of operations have been presented as discontinued operations for all periods presented. See Note 15 of the Notes to the Consolidated Financial Statements for additional information regarding these discontinued operations.
 2012 Quarters  2013 Quarters 
(In thousands, except per share data)(In thousands, except per share data)March 25,
2012

June 24,
2012

September 23,
2012

December 30,
2012

Full Year
(In thousands, except per share data)March 31,
2013

June 30,
2013

September 29,
2013

December 29,
2013

Full Year
(13 weeks)
(13 weeks)
(13 weeks)
(14 weeks)
(53 weeks)
(13 weeks)
(13 weeks)
(13 weeks)
(13 weeks)
(52 weeks)
RevenuesRevenues$475,432
$489,802
$449,028
$575,818
$1,990,080
Revenues$380,675
$390,957
$361,738
$443,860
$1,577,230
Operating costsOperating costs462,812
446,599
440,519
480,461
1,830,391
Operating costs352,544
344,733
342,712
371,755
1,411,744
Pension settlement expense(1)
Pension settlement expense(1)



48,729
48,729
Pension settlement expense(1)
 3,228
3,228
Other expense(2)



2,620
2,620
Multiemployer pension plan withdrawal expense(2)
Multiemployer pension plan withdrawal expense(2)


6,171

6,171
Operating profitOperating profit12,620
43,203
8,509
44,008
108,340
Operating profit28,131
46,224
12,855
68,877
156,087
Gain on sale of investments(3)
17,848
37,797

164,630
220,275
Impairment of investments(4)
4,900

600

5,500
(Loss)/income from joint ventures(Loss)/income from joint ventures(29)1,079
1,027
927
3,004
(Loss)/income from joint ventures(2,870)(405)(123)183
(3,215)
Interest expense, netInterest expense, net15,452
15,464
15,497
16,402
62,815
Interest expense, net14,071
14,644
15,454
13,904
58,073
Income/(loss) from continuing operations before income taxesIncome/(loss) from continuing operations before income taxes10,087
66,615
(6,561)193,163
263,304
Income/(loss) from continuing operations before income taxes11,190
31,175
(2,722)55,156
94,799
Income tax expense/(benefit)Income tax expense/(benefit)1,401
29,102
(2,796)75,775
103,482
Income tax expense/(benefit)5,082
13,813
2,578
16,419
37,892
Income/(loss) from continuing operationsIncome/(loss) from continuing operations8,686
37,513
(3,765)117,388
159,822
Income/(loss) from continuing operations6,108
17,362
(5,300)38,737
56,907
Income/(loss) from discontinued operations, net of income taxesIncome/(loss) from discontinued operations, net of income taxes33,391
(125,689)6,026
59,789
(26,483)Income/(loss) from discontinued operations, net of income taxes(2,785)2,776
(18,987)26,944
7,949
Net income/(loss)Net income/(loss)42,077
(88,176)2,261
177,177
133,339
Net income/(loss)3,323
20,138
(24,287)65,681
64,856
Net loss/(income) attributable to the noncontrolling interestNet loss/(income) attributable to the noncontrolling interest53
27
21
(267)(166)Net loss/(income) attributable to the noncontrolling interest249
(6)61
(55)249
Net income/(loss) attributable to The New York Times Company common stockholdersNet income/(loss) attributable to The New York Times Company common stockholders$42,130
$(88,149)$2,282
$176,910
$133,173
Net income/(loss) attributable to The New York Times Company common stockholders$3,572
$20,132
$(24,226)$65,626
$65,105
Amounts attributable to The New York Times Company common stockholders:Amounts attributable to The New York Times Company common stockholders: Amounts attributable to The New York Times Company common stockholders: 
Income/(loss) from continuing operationsIncome/(loss) from continuing operations$8,739
$37,540
$(3,744)$117,121
$159,656
Income/(loss) from continuing operations$6,357
$17,356
$(5,239)$38,682
$57,156
Income/(loss) from discontinued operations, net of income taxesIncome/(loss) from discontinued operations, net of income taxes33,391
(125,689)6,026
59,789
(26,483)Income/(loss) from discontinued operations, net of income taxes(2,785)2,776
(18,987)26,944
7,949
Net income/(loss)Net income/(loss)$42,130
$(88,149)$2,282
$176,910
$133,173
Net income/(loss)$3,572
$20,132
$(24,226)$65,626
$65,105
Average number of common shares outstanding:Average number of common shares outstanding: Average number of common shares outstanding: 
BasicBasic147,867
148,005
148,254
148,461
148,147
Basic148,710
148,797
150,033
150,162
149,755
DilutedDiluted151,468
149,799
148,254
154,685
152,693
Diluted155,270
156,511
150,033
160,013
157,774
Basic earnings/(loss) per share attributable to The New York Times Company common stockholders:Basic earnings/(loss) per share attributable to The New York Times Company common stockholders: Basic earnings/(loss) per share attributable to The New York Times Company common stockholders: 
Income/(loss) from continuing operationsIncome/(loss) from continuing operations$0.06
$0.25
$(0.02)$0.79
$1.08
Income/(loss) from continuing operations$0.04
$0.12
$(0.03)$0.26
$0.38
Income/(loss) from discontinued operations, net of income taxesIncome/(loss) from discontinued operations, net of income taxes0.22
(0.85)0.04
0.40
(0.18)Income/(loss) from discontinued operations, net of income taxes(0.02)0.02
(0.13)0.18
0.05
Net income/(loss)Net income/(loss)$0.28
$(0.60)$0.02
$1.19
$0.90
Net income/(loss)$0.02
$0.14
$(0.16)$0.44
$0.43
Diluted earnings/(loss) per share attributable to The New York Times Company common stockholders:Diluted earnings/(loss) per share attributable to The New York Times Company common stockholders: Diluted earnings/(loss) per share attributable to The New York Times Company common stockholders: 
Income/(loss) from continuing operationsIncome/(loss) from continuing operations$0.06
$0.25
$(0.02)$0.76
$1.04
Income/(loss) from continuing operations$0.04
$0.11
$(0.03)$0.24
$0.36
Income/(loss) from discontinued operations, net of income taxesIncome/(loss) from discontinued operations, net of income taxes0.22
(0.84)0.04
0.38
(0.17)Income/(loss) from discontinued operations, net of income taxes(0.02)0.02
(0.13)0.17
0.05
Net income/(loss)Net income/(loss)$0.28
$(0.59)$0.02
$1.14
$0.87
Net income/(loss)$0.02
$0.13
$(0.16)$0.41
$0.41
(1)
We recorded a non-cash settlement charge related to a one-time lump sum payment offer to certain former employees who participated in a non-qualified pension plan.
(2)
We recorded an estimated charge related to a partial withdrawal obligation under a multiemployer pension plan.



P. 108 – THE NEW YORK TIMES COMPANY


  2012 Quarters 
(In thousands, except per share data)March 25, 2012
June 24,
2012

September 23, 2012
December 30, 2012
Full Year
 (13 weeks)
(13 weeks)
(13 weeks)
(14 weeks)
(53 weeks)
Revenues$384,049
$387,841
$355,337
$468,114
$1,595,341
Operating costs361,348
351,206
346,423
382,433
1,441,410
Pension settlement expense(1)



47,657
47,657
Other expense(2)



2,620
2,620
Operating profit22,701
36,635
8,914
35,404
103,654
Gain on sale of investment(3)
17,848
37,797

164,630
220,275
Impairment of investments(4)
4,900

600

5,500
(Loss)/income from joint ventures15
1,064
1,010
847
2,936
Interest expense, net15,452
15,464
15,490
16,402
62,808
(Loss)/income from continuing operations before income taxes20,212
60,032
(6,166)184,479
258,557
Income tax (benefit)/expense5,852
25,781
(3,187)66,171
94,617
(Loss)/income from continuing operations14,360
34,251
(2,979)118,308
163,940
Income/(loss) from discontinued operations, net of income taxes28,190
(121,900)5,703
60,080
(27,927)
Net income/(loss)42,550
(87,649)2,724
178,388
136,013
Net loss attributable to the noncontrolling interest53
27
21
(267)(166)
Net income/(loss) attributable to The New York Times Company common stockholders$42,603
$(87,622)$2,745
$178,121
$135,847
Amounts attributable to The New York Times Company common stockholders:     
(Loss)/income from continuing operations$14,413
$34,278
$(2,958)$118,041
$163,774
Income/(loss) from discontinued operations, net of income taxes28,190
(121,900)5,703
60,080
(27,927)
Net income/(loss)$42,603
$(87,622)$2,745
$178,121
$135,847
Average number of common shares outstanding:     
Basic147,867
148,005
148,254
148,461
148,147
Diluted151,468
149,799
148,254
154,685
152,693
Basic earnings/(loss) per share attributable to The New York Times Company common stockholders:     
(Loss)/income from continuing operations$0.10
$0.23
$(0.02)$0.80
$1.11
Income/(loss) from discontinued operations, net of income taxes0.19
(0.82)0.04
0.40
(0.19)
Net income/(loss)$0.29
$(0.59)$0.02
$1.20
$0.92
Diluted earnings/(loss) per share attributable to The New York Times Company common stockholders:     
(Loss)/income from continuing operations$0.10
$0.23
$(0.02)$0.76
$1.07
Income/(loss) from discontinued operations, net of income taxes0.18
(0.81)0.04
0.39
(0.18)
Net income/(loss)$0.28
$(0.58)$0.02
$1.15
$0.89
(1)
In the fourth quarter of 2012, we recorded a $48.747.7 million non-cash pension settlement charge in connection with the immediate pension benefit offer to certain former employees who participate in The New York Times Companies Pension Plan.
(2)
In the fourth quarter of 2012, we recorded a $2.6 million charge in connection with a legal settlement.
(3)
In the first quarter of 2012, we recorded a $17.8 million gain on the sale of 100 of our units in Fenway Sports Group. In the second quarter of 2012, we recorded a $37.8 million gain on the sale of our remaining 210 units in Fenway Sports Group. In the fourth quarter of 2012, we recorded a $164.6 million gain on the sale of our ownership interest in Indeed.com.
(4)
In the first and third quarters of 2012, we recorded a $4.9 million and $0.6 million non-cash charge, respectively, for the impairment of certain investments.


P. 104 – THE NEW YORK TIMES COMPANY


  2011 Quarters 
(In thousands, except per share data)March 27, 2011
June 26,
2011

September 25, 2011
December 25, 2011
Full Year
 (13 weeks)
(13 weeks)
(13 weeks)
(13 weeks)
(52 weeks)
Revenues$469,522
$484,144
$451,569
$547,395
$1,952,630
Operating costs457,750
450,674
430,520
452,081
1,791,025
Impairment of assets(1)

9,225


9,225
Pension withdrawal expense(2)

4,228


4,228
Other expense(3)



4,500
4,500
Operating profit11,772
20,017
21,049
90,814
143,652
Gain on sale of investment(4)
5,898

65,273

71,171
(Loss)/income from joint ventures(5,749)2,791
(1,068)4,054
28
Premium on debt redemption(5)


46,381

46,381
Interest expense, net24,591
25,152
20,039
15,461
85,243
(Loss)/income from continuing operations before income taxes(12,670)(2,344)18,834
79,407
83,227
Income tax (benefit)/expense(6,029)(2,902)12,440
28,423
31,932
(Loss)/income from continuing operations(6,641)558
6,394
50,984
51,295
Income/(loss) from discontinued operations, net of income taxes11,867
(120,381)9,074
7,921
(91,519)
Net income/(loss)5,226
(119,823)15,468
58,905
(40,224)
Net loss attributable to the noncontrolling interest193
105
217
40
555
Net income/(loss) attributable to The New York Times Company common stockholders$5,419
$(119,718)$15,685
$58,945
$(39,669)
Amounts attributable to The New York Times Company common stockholders:     
(Loss)/income from continuing operations$(6,448)$663
$6,611
$51,024
$51,850
Income/(loss) from discontinued operations, net of income taxes11,867
(120,381)9,074
7,921
(91,519)
Net income/(loss)$5,419
$(119,718)$15,685
$58,945
$(39,669)
Average number of common shares outstanding:     
Basic146,777
147,176
147,355
147,451
147,190
Diluted146,777
151,802
151,293
149,887
152,007
Basic earnings/(loss) per share attributable to The New York Times Company common stockholders:     
(Loss)/income from continuing operations$(0.04)$0.01
$0.05
$0.35
$0.35
Income/(loss) from discontinued operations, net of income taxes0.08
(0.82)0.06
0.05
(0.62)
Net income/(loss)$0.04
$(0.81)$0.11
$0.40
$(0.27)
Diluted earnings/(loss) per share attributable to The New York Times Company common stockholders:     
(Loss)/income from continuing operations$(0.04)$
$0.04
$0.34
$0.34
Income/(loss) from discontinued operations, net of income taxes0.08
(0.79)0.06
0.05
(0.60)
Net income/(loss)$0.04
$(0.79)$0.10
$0.39
$(0.26)
(1)
In the second quarter of 2011, we recorded a $9.2 million charge for the impairment of assets related to certain assets held for sale primarily of Baseline.
(2)
In the second quarter of 2011, we recorded a $4.2 million estimated charge for our pension withdrawal obligation under a multiemployer pension plan at the Globe.
(3)
In the fourth quarter of 2011, we recorded a $4.5 million charge for a retirement and consulting agreement in connection with the retirement of our former chief executive officer.
(4)
In the first quarter of 2011, we recorded a $5.9 million gain from the sale of a portion of our interest in Indeed.com. In the third quarter of 2011, we recorded a $65.3 million gain from the sale of 390 units in Fenway Sports Group.
(5)
In the third quarter of 2011, we recorded a $46.4 million charge in connection with the prepayment of all $250.0 million aggregate principal amount of the 14.053% Notes.



THE NEW YORK TIMES COMPANY – P. 105


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 NEW YORK TIMES COMPANY – P. 109


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.


P. 106 – THE NEW YORK TIMES COMPANY


 
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 30, 201229, 2013. 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 30, 201229, 2013, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 ITEM 9B. OTHER INFORMATION
Not applicable.
 


P. 110 – THE NEW YORK TIMES COMPANY – P. 107


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,” and “Board Committees” of our Proxy Statement for the 20132014 Annual Meeting of Stockholders.
The Board has adopted a code of ethics that applies not only to the chief executive officer and senior financial officers, 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 Web site,website at http://www.nytco.com.investors.nytco.com/investors/corporate-governance.
 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 20132014 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 “Compensation of Executive Officers – Equity Compensation Plan Information,” “Principal Holders of Common Stock,” “Security Ownership of Management and Directors” and “The 1997 Trust” of our Proxy Statement for the 20132014 Annual Meeting of Stockholders.
 
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 20132014 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 34 – 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 20132014 Annual Meeting of Stockholders.




P. 108 – THE NEW YORK TIMES COMPANY – P. 111


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.
  Page
Consolidated Schedule for the Three Years Ended December 30, 201229, 2013 
II – Valuation and Qualifying Accounts
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.
 


P. 112 – THE NEW YORK TIMES COMPANY – P. 109


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 28, 201326, 2014
 
THE NEW YORK TIMES COMPANY
(Registrant)
 
    
 BY:
/s/ KENNETH A. RICHIERI
 
  Kenneth A. Richieri 
  SeniorExecutive 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.
SignatureTitleDate
/s/ Arthur Sulzberger, Jr.
Chairman and Director

February 28, 201326, 2014
/s/ Mark Thompson
Chief Executive Officer, President and Director
(Principal Executive Officer)principal executive officer)
February 28, 201326, 2014
/s/ Michael GoldenVice Chairman and DirectorFebruary 28, 201326, 2014
/s/ James M. Follo
SeniorExecutive Vice President and Chief Financial Officer
(Principal Financial Officer)principal financial officer)
February 28, 201326, 2014
/s/ R. Anthony Benten
Senior Vice President, Finance and Corporate Controller
(Principal Accounting Officer)principal accounting officer)
February 28, 201326, 2014
/s/ Raul E. CesanDirectorFebruary 28, 201326, 2014
/s/ Robert E. DenhamDirectorFebruary 28, 201326, 2014
/s/ Steven B. GreenDirectorFebruary 28, 201326, 2014
/s/ Carolyn D. GreensponDirectorFebruary 28, 201326, 2014
/s/ Joichi ItoDirectorFebruary 28, 201326, 2014
/s/ James A. KohlbergDirectorFebruary 28, 201326, 2014
/s/ David E. LiddleDirectorFebruary 28, 201326, 2014
/s/ Ellen R. MarramDirectorFebruary 28, 201326, 2014
/s/ Brian P. McAndrewsDirectorFebruary 28, 201326, 2014
/s/ Thomas MiddelhoffDirectorFebruary 28, 201326, 2014
/s/ Doreen A. TobenDirectorFebruary 28, 201326, 2014
 


P. 110 – THE NEW YORK TIMES COMPANY – P. 113


 INDEX TO EXHIBITS
Exhibit numbers 10.16 through 10.33 are management contracts or compensatory plans or arrangements.
Exhibit
Number
 Description of Exhibit
(2.1) Asset Purchase Agreement, dated as of December 27, 2011, by and among NYT Holdings, Inc., The Houma Courier Newspaper Corporation, Lakeland Ledger Publishing Corporation, The Spartanburg Herald-Journal, Inc., Hendersonville Newspaper Corporation, The Dispatch Publishing Company, Inc., NYT Management Services, Inc., The New York Times Company and Halifax Media Holdings LLC (filed as an Exhibit to the Company’s Form 8-K dated December 27, 2011, and incorporated by reference herein).
(2.2) Stock Purchase Agreement, dated as of August 26, 2012, between the Company and IAC/InterActiveCorp (filed as an Exhibit to the Company’s Form 8-K dated August 29, 2012, and incorporated by reference herein).
(3.1) Certificate of Incorporation as amended and restated to reflect amendments effective July 1, 2007 (filed as an Exhibit to the Company’s Form 10-Q dated August 9, 2007, and incorporated by reference herein).
(3.2) By-laws as amended through November 19, 2009 (filed as an Exhibit to the Company’s Form 8-K dated November 20, 2009, and incorporated by reference herein).
(4) The Company agrees to furnish to the Commission upon request a copy of any instrument with respect to long-term debt of the Company and any subsidiary for which consolidated or unconsolidated financial statements are required to be filed, and for which the amount of securities authorized thereunder does not exceed 10% of the total assets of the Company and its subsidiaries on a consolidated basis.
(4.1) Indenture, dated March 29, 1995, between the Company and The Bank of New York Mellon (as successor to Chemical Bank), as trustee (filed as an Exhibit to the Company’s registration statement on Form S-3 File No. 33-57403, and incorporated by reference herein).
(4.2) First Supplemental Indenture, dated August 21, 1998, between the Company and The Bank of New York Mellon (as successor to The Chase Manhattan Bank (formerly known as Chemical Bank)), as trustee (filed as an Exhibit to the Company’s registration statement on Form S-3 File No. 333-62023, and incorporated by reference herein).
(4.3) Second Supplemental Indenture, dated July 26, 2002, between the Company and The Bank of New York Mellon (as successor to JPMorgan Chase Bank, N.A. (formerly known as Chemical Bank and The Chase Manhattan Bank)), as trustee (filed as an Exhibit to the Company’s registration statement on Form S-3 File No. 333-97199, and incorporated by reference herein).
(4.4) 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).
(4.5) Form of Preemptive Rights Certificate (filed as an Exhibit to the Company’s Form 8-K dated January 21, 2009, and incorporated by reference herein).
(4.6) Form of Preemptive Rights Warrant Agreement between the Company and Mellon Investor Services LLC (filed as an Exhibit to the Company’s Form 8-K dated January 21, 2009, and incorporated by reference herein).
(4.7) 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).
(4.8) Form of 6.625% Senior Notes due 2016 (included as an Exhibit to Exhibit 4.7 above).
(10.1) Agreement of Lease, dated as of December 15, 1993, between The City of New York, as landlord, and the Company, as tenant (as successor to New York City Economic Development Corporation (the “EDC”), pursuant to an Assignment and Assumption of Lease With Consent, made as of December 15, 1993, between the EDC, as Assignor, to the Company, as Assignee) (filed as an Exhibit to the Company’s Form 10-K dated March 21, 1994, and incorporated by reference herein).
(10.2) Funding Agreement #4, dated as of December 15, 1993, between the EDC and the Company (filed as an Exhibit to the Company’s Form 10-K dated March 21, 1994, and incorporated by reference herein).
(10.3) New York City Public Utility Service Power Service Agreement, dated as of May 3, 1993, between The City of New York, acting by and through its Public Utility Service, and The New York Times Newspaper Division of the Company (filed as an Exhibit to the Company’s Form 10-K dated March 21, 1994, and incorporated by reference herein).
(10.4) Letter Agreement, dated as of April 8, 2004, amending Agreement of Lease, between the 42nd St. Development Project, Inc., as landlord, and The New York Times Building LLC, as tenant (filed as an Exhibit to the Company’s Form 10-Q dated November 3, 2006, and incorporated by reference herein).
(10.5) Agreement of Sublease, dated as of December 12, 2001, between The New York Times Building LLC, as landlord, and NYT Real Estate Company LLC, as tenant (filed as an Exhibit to the Company’s Form 10-Q dated November 3, 2006, and incorporated by reference herein).


P. 114 – THE NEW YORK TIMES COMPANY – P. 111


Exhibit
Number
 Description of Exhibit
(10.6) First Amendment to Agreement of Sublease, dated as of August 15, 2006, between 42nd St. Development Project, Inc., as landlord, and NYT Real Estate Company LLC, as tenant (filed as an Exhibit to the Company’s Form 10-Q dated November 3, 2006, and incorporated by reference herein).
(10.7) Second Amendment to Agreement of Sublease, dated as of January 29, 2007, between 42nd St. Development Project, Inc., as landlord, and NYT Real Estate Company LLC, as tenant (filed as an Exhibit to the Company’s Form 8-K dated February 1, 2007, and incorporated by reference herein).
(10.8) Third Amendment to Agreement of Sublease (NYT), dated as of March 6, 2009, between 42nd St. Development Project, Inc., as landlord, and NYT Real Estate Company LLC, as tenant (filed as an Exhibit to the Company’s Form 8-K dated March 9, 2009, and incorporated by reference herein).
(10.9) Fourth Amendment to Agreement of Sublease (NYT), dated as of March 6, 2009, between 42nd St. Development Project, Inc., as landlord, and 620 Eighth NYT (NY) Limited Partnership, as tenant (filed as an Exhibit to the Company’s Form 8-K dated March 9, 2009, and incorporated by reference herein).
(10.10) Fifth Amendment to Agreement of Sublease (NYT), dated as of August 31, 2009, between 42nd St. Development Project, Inc., as landlord, and 620 Eighth NYT (NY) Limited Partnership, as tenant (filed as an Exhibit to the Company’s Form 10-Q dated November 4, 2009, and incorporated by reference herein).
(10.11) Agreement of Sublease (NYT-2), dated as of March 6, 2009, between 42nd St. Development Project, Inc., as landlord, and NYT Real Estate Company LLC, as tenant (filed as an Exhibit to the Company’s Form 8-K dated March 9, 2009, and incorporated by reference herein).
(10.12) First Amendment to Agreement of Sublease (NYT-2), dated as of March 6, 2009, between 42nd St. Development Project, Inc., as landlord, and NYT Building Leasing Company LLC, as tenant (filed as an Exhibit to the Company’s Form 8-K dated March 9, 2009, and incorporated by reference herein).
(10.13) Agreement of Purchase and Sale, dated as of March 6, 2009, between NYT Real Estate Company LLC, as seller, and 620 Eighth NYT (NY) Limited Partnership, as buyer (filed as an Exhibit to the Company’s Form 8-K dated March 9, 2009, and incorporated by reference herein).
(10.14) Lease Agreement, dated as of March 6, 2009, between 620 Eighth NYT (NY) Limited Partnership, as landlord, and NYT Real Estate Company LLC, as tenant (filed as an Exhibit to the Company’s Form 8-K dated March 9, 2009, and incorporated by reference herein).
(10.15) First Amendment to Lease Agreement, dated as of August 31, 2009, 620 Eighth NYT (NY) Limited Partnership, as landlord, and NYT Real Estate Company LLC, as tenant (filed as an Exhibit to the Company’s Form 10-Q dated November 4, 2009, and incorporated by reference herein).
(10.16) The Company’s 2010 Incentive Compensation Plan (filed as an exhibit to the Company’s Form 8-K dated April 28, 2010, and incorporated by reference herein).
(10.17) The Company’s 1991 Executive Stock Incentive Plan, as amended and restated through October 11, 2007 (filed as an Exhibit to the Company’s Form 8-K dated October 12, 2007, and incorporated by reference herein).
(10.18) The Company’s 1991 Executive Cash Bonus Plan, as amended and restated through October 11, 2007 (filed as an Exhibit to the Company’s Form 8-K dated October 12, 2007, and incorporated by reference herein).
(10.19) The Company’s Supplemental Executive Retirement Plan, amended and restated effective December 31, 2009 (filed as an Exhibit to the Company’s Form 8-K dated November 12, 2009, and incorporated by reference herein).
(10.20) Amendment to the Company’s Supplemental Executive Retirement Plan, amended effective April 27, 2010 (filed as an Exhibit to the Company’s Form 10-Q dated August 5, 2010, and incorporated by reference herein).
(10.21) The Company’s Deferred Executive Compensation Plan, as amended and restated effective January 1, 2012 (filed as an Exhibit to the Company'sCompany’s Form 10-K dated February 23, 2012, and incorporated by reference herein).
(10.22) The Company’s Non-Employee Directors’ Stock Option Plan, as amended through September 21, 2000 (filed as an Exhibit to the Company’s Form 10-Q dated November 8, 2000, and incorporated by reference herein).
(10.23) The Company’s 2004 Non-Employee Directors’ Stock Incentive Plan, effective April 13, 2004 (filed as an Exhibit to the Company’s Form 10-Q dated May 5, 2004, and incorporated by reference herein).
(10.24) The Company’s Non-Employee Directors Deferral Plan, as amended through October 11, 2007 (filed as an Exhibit to the Company’s Form 8-K dated October 12, 2007, and incorporated by reference herein).
(10.25) The Company’s Savings Restoration Plan, amended and restated effective as of January 1, 20102014 (filed as an Exhibit to the Company’s Form 8-K dated November 12, 2009,filed December 13, 2013, and incorporated by reference herein).
(10.26) Amendment No. 1 to the Company’s Savings Restoration Plan, amended effective March 28, 2011 (filed as an Exhibit to the Company's Form 10-Q dated May 5, 2011, and incorporated by reference herein).
(10.27)The Company’s Supplemental Executive Savings Plan, amended and restated effective as of January 1, 2010December 31, 2013 (filed as an Exhibit to the Company’s Form 8-K dated November 12, 2009,filed December 13, 2013, and incorporated by reference herein).
(10.28)Amendment to the Company’s Supplemental Executive Savings Plan, amended effective April 27, 2010 (filed as an Exhibit to the Company’s Form 10-Q dated August 5, 2010, and incorporated by reference herein).


P. 112 – THE NEW YORK TIMES COMPANY


Exhibit
Number
Description of Exhibit
(10.29)Amendment No. 2 to the Company’s Supplemental Executive Savings Plan, amended effective March 28, 2011 (filed as an Exhibit to the Company's Form 10-Q dated May 5, 2011, and incorporated by reference herein).
(10.30)(10.27) The New York Times Companies Supplemental Retirement and Investment Plan, amended and restated effective January 1, 2011 (filed as an Exhibit to the Company’s Form 10-Q dated November 3, 2011, and incorporated by reference herein).


THE NEW YORK TIMES COMPANY – P. 115


(10.31)
Exhibit
Number
Description of Exhibit
(10.28)Amendment No. 1, effective January 1, 2012, and Amendment No. 2, effective November 1, 2012, to The New York Times Companies Supplemental Retirement and Investment Plan (filed as an Exhibit to the Company’s Form 10-Q dated August 8, 2013, and incorporated by reference herein).
(10.29)Amendment No. 3 to The New York Times Companies Supplemental Retirement and Investment Plan, amended effective January 1, 2014.
(10.30) 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).
(10.32)(10.31) 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).
(10.33)(10.32) Form of Separation Agreement and General Release, between the Company and Scott Heekin-Canedy (filed as an Exhibit to the Company’s Form 8-K dated November 6, 2012, and incorporated by reference herein).
(10.33)Letter Agreement between the Company and Christopher Mayer (filed as an Exhibit to the Company’s Form 10-Q dated August 8, 2013, and incorporated by reference herein.)
(12) Ratio of Earnings to Fixed Charges.
(21) Subsidiaries of the Company.
(23.1) Consent of Ernst & Young LLP.
(24) Power of Attorney (included as part of signature page).
(31.1) Rule 13a-14(a)/15d-14(a) Certification.
(31.2) Rule 13a-14(a)/15d-14(a) Certification.
(32.1) Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(32.2) Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(101.INS) XBRL Instance Document.
(101.SCH) XBRL Taxonomy Extension Schema.Schema Document.
(101.CAL) XBRL Taxonomy Extension Calculation Linkbase.Linkbase Document.
(101.DEF) XBRL Taxonomy Extension Definition Linkbase.Linkbase Document.
(101.LAB) XBRL Taxonomy Extension Label Linkbase.Linkbase Document.
(101.PRE) XBRL Taxonomy Extension Presentation Linkbase.Linkbase Document.


P. 116 – THE NEW YORK TIMES COMPANY – P. 113