XML 40 R24.htm IDEA: XBRL DOCUMENT v3.8.0.1
Stockholders' Equity
12 Months Ended
Dec. 31, 2017
Equity [Abstract]  
Stockholders' Equity
Stockholders’ Equity
Shares of our Company’s Class A and Class B Common Stock are entitled to equal participation in the event of liquidation and in dividend declarations. The Class B Common Stock is convertible at the holders’ option on a share-for-share basis into Class A Common Stock. Upon conversion, the previously outstanding shares of Class B Common Stock that were converted are automatically and immediately retired, resulting in a reduction of authorized Class B Common Stock. As provided for in our Company’s Certificate of Incorporation, the Class A Common Stock has limited voting rights, including the right to elect 30% of the Board of Directors, and the Class A and Class B Common Stock have the right to vote together on the reservation of our Company shares for stock options and other stock-based plans, on the ratification of the selection of a registered public accounting firm and, in certain circumstances, on acquisitions of the stock or assets of other companies. Otherwise, except as provided by the laws of the State of New York, all voting power is vested solely and exclusively in the holders of the Class B Common Stock.
There were 803,763 shares as of December 31, 2017 and 816,632 as of December 25, 2016 of Class B Common Stock issued and outstanding that may be converted into shares of Class A Common Stock.
The Adolph Ochs family trust holds approximately 90% of the Class B Common Stock and, as a result, has the ability to elect 70% of the Board of Directors and to direct the outcome of any matter that does not require a vote of the Class A Common Stock.
On January 14, 2015, entities controlled by Carlos Slim Helú, a beneficial owner of our Class A Common Stock, exercised warrants to purchase 15.9 million shares of our Class A Common Stock at a price of $6.3572 per share, and the Company received cash proceeds of approximately $101.1 million from this exercise. Concurrently, the Board of Directors terminated an existing authorization to repurchase shares of the Company’s Class A Common Stock and approved a new repurchase authorization of $101.1 million, equal to the cash proceeds received by the Company from the warrant exercise. As of December 31, 2017, total repurchases under this authorization totaled $84.9 million (excluding commissions) and $16.2 million remained under this authorization. Our Board of Directors has authorized us to purchase shares from time to time, subject to market conditions and other factors. There is no expiration date with respect to this authorization.
We 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 31, 2017.
The following table summarizes the changes in AOCI by component as of December 31, 2017:
(In thousands)
 
Foreign Currency Translation Adjustments
 
Funded Status of Benefit Plans
 
Net unrealized loss on available-for-sale Securities
 
Total Accumulated Other Comprehensive Loss
Balance as of December 25, 2016
 
$
(1,822
)
 
$
(477,994
)
 
$

 
$
(479,816
)
Other comprehensive income/(loss) before reclassifications, before tax(1)
 
10,810

 
(7,895
)
 
(2,545
)
 
370

Amounts reclassified from accumulated other comprehensive loss, before tax(1)
 
1,300

 
96,662

 

 
97,962

Income tax (benefit)/expense(1)
 
3,960

 
38,592

 
(1,007
)
 
41,545

Net current-period other comprehensive (loss)/income, net of tax
 
8,150

 
50,175

 
(1,538
)
 
56,787

Balance as of December 31, 2017
 
$
6,328

 
$
(427,819
)
 
$
(1,538
)
 
$
(423,029
)

(1) 
All amounts are shown net of noncontrolling interest.
The following table summarizes the reclassifications from AOCI for the period ended December 31, 2017:
(In thousands)
 
Amounts reclassified from accumulated other comprehensive loss
 
Affect line item in the statement where net income is presented
Detail about accumulated other comprehensive loss components 
Funded status of benefit plans:
 
 
 
 
Amortization of prior service credit(1)
 
$
(9,700
)
 
Selling, general & administrative costs
Amortization of actuarial loss(1)
 
36,990

 
Selling, general & administrative costs
Postretirement benefit plan settlement gain
 
(32,737
)
 
Postretirement benefit plan settlement gain

Pension settlement charge
 
102,109

 
Pension settlement charge
Total reclassification, before tax(2)
 
96,662

 
 
Income tax expense
 
38,592

 
Income tax expense
Total reclassification, net of tax
 
$
58,070

 
 
(1) 
These accumulated other comprehensive income components are included in the computation of net periodic benefit cost for pension and other retirement benefits. See Notes 9 and 10 for additional information.
(2) 
There were no reclassifications relating to noncontrolling interest for the year ended December 31, 2017.