USA TODAY Co., Inc.TDAY
USA TODAY Co., Inc. Fair Value Disclosure
NOTE 11 — Fair value measurement
In accordance with ASC 820, "Fair Value Measurement," fair value measurements are required to be disclosed using a
three-tiered fair value hierarchy which distinguishes between assumptions based on market data (observable inputs) and the
Company's own assumptions (unobservable inputs). Level 1 refers to fair values determined based on quoted prices in active
markets for identical assets or liabilities, Level 2 refers to fair values estimated using significant other observable inputs and
Level 3 includes fair values estimated using significant unobservable inputs.
As of December 31, 2025, and 2024, assets and liabilities recorded at fair value and measured on a recurring basis
primarily consist of pension plan assets. As permitted by U.S. GAAP, we use net asset values ("NAV") as a practical expedient
to determine the fair value of certain investments. These investments measured at NAV have not been classified in the fair
value hierarchy.
The Company's debt is recorded on the Consolidated balance sheets at carrying value. Refer to Note 9 — Debt for
additional discussion regarding fair value of the Company's debt instruments.
Certain assets are measured at fair value on a nonrecurring basis; that is, the instruments are not measured at fair value on
an ongoing basis but are subject to fair value adjustments only in certain circumstances (for example, when there is evidence of
impairment). Assets held for sale (Level 3), which are recorded in Other current assets on the Consolidated financial statements,
are measured on a nonrecurring basis and are evaluated using executed purchase agreements, letters of intent or third-party
valuation analyses when certain circumstances arise. As of December 31, 2025 and 2024, the Company had assets held for sale
of $3.7 million and $1.5 million, respectively.
The Company performs its annual goodwill and indefinite-lived intangible impairment assessment during the fourth quarter
of the year. Any resulting asset impairment would require that the asset be recorded at its fair value. The resulting fair value
measurements of the assets are considered to be Level 3 measurements. Refer to Note 7 — Goodwill and intangible assets for
additional discussion regarding the annual impairment assessment.
The following table sets forth by level, within the fair value hierarchy, the fair values of assets and liabilities related to the
following pension plans: the (i) GR Plan, (ii) Union Plan, (iii) U.K. Pension Plan, (iv) Detroit Plan (v) GWP Plan, and (vi) TPC
Plan as of December 31, 2025:
In thousands | Level 1 | Level 2 | Level 3 | Total | |||
Assets: | |||||||
Cash and cash equivalents | $8,201 | $1,931 | $— | $10,132 | |||
Corporate common stock | 66,017 | — | — | 66,017 | |||
Corporate and government bonds | — | 166,200 | — | 166,200 | |||
Real estate | — | — | 106,365 | 106,365 | |||
Mutual funds | 48,698 | — | — | 48,698 | |||
Interest in common/collective trusts: | |||||||
Equities | — | 76,553 | — | 76,553 | |||
Fixed income | — | 831,730 | — | 831,730 | |||
Partnership/joint venture interests | — | — | 162,742 | 162,742 | |||
Total plan assets at fair value excluding those measured at NAV | $122,916 | $1,076,414 | $269,107 | $1,468,437 | |||
Instruments measured at NAV using the practical expedient: | |||||||
9,011 | |||||||
16,961 | |||||||
804 | |||||||
Total plan assets at fair value | $1,495,213 | ||||||
Liabilities: | |||||||
Other liabilities | $(1,525) | $— | $— | $(1,525) | |||
Total plan liabilities at fair value | $(1,525) | $— | $— | $(1,525) | |||
The following table sets forth a summary of changes in the fair value of the Level 3 pension plan assets for the year ended
December 31, 2025:
Actual return on plan assets | |||||||||||||
In thousands | Balance at beginning of year | Relating to assets still held at report date | Relating to assets sold/ redeemed during the period | Purchases | Sales | Settlements | Balance at end of year | ||||||
Assets: | |||||||||||||
Real estate | $124,790 | $10,468 | $— | $— | $(28,893) | $— | $106,365 | ||||||
Partnership/joint venture interests | 171,476 | 5,841 | — | 27,480 | (32,879) | (9,176) | 162,742 | ||||||
Total assets | $296,266 | $16,309 | $— | $27,480 | $(61,772) | $(9,176) | $269,107 | ||||||
There were no transfers between Levels 1 and 2 for the year ended December 31, 2025.
The following table sets forth by level, within the fair value hierarchy, the fair values of assets and liabilities related to the
following pension plans: the (i) GR Plan, (ii) Union Plan, (iii) U.K. Pension Plan, (iv) Detroit Plan (v) GWP Plan, and (vi) TPC
Plan as of December 31, 2024:
In thousands | Level 1 | Level 2 | Level 3 | Total | |||
Assets: | |||||||
Cash and cash equivalents | $10,989 | $1,695 | $— | $12,684 | |||
Corporate common stock | 66,725 | — | — | 66,725 | |||
Corporate and government bonds | — | 231,518 | — | 231,518 | |||
Real estate | — | — | 124,790 | 124,790 | |||
Mutual funds | 20,430 | — | — | 20,430 | |||
Exchange traded funds | 23,215 | — | — | 23,215 | |||
Interest in common/collective trusts: | |||||||
Equities | — | 255,382 | — | 255,382 | |||
Fixed income | — | 721,506 | — | 721,506 | |||
Partnership/joint venture interests | — | — | 171,476 | 171,476 | |||
Total plan assets at fair value, excluding those measured at NAV | $121,359 | $1,210,101 | $296,266 | $1,627,726 | |||
Assets measured at NAV using the practical expedient: | |||||||
8,814 | |||||||
23,163 | |||||||
1,675 | |||||||
Total plan assets at fair value | $1,661,378 | ||||||
Liabilities: | |||||||
Other liabilities | $(1,676) | $— | $— | $(1,676) | |||
Total plan liabilities at fair value | $(1,676) | $— | $— | $(1,676) |
The following table sets forth a summary of changes in the fair value of the Level 3 pension plan assets and liabilities for
the year ended December 31, 2024:
Actual return on plan assets | |||||||||||||
In thousands | Balance at beginning of year | Relating to assets still held at report date | Relating to assets sold during the period | Purchases | Sales | Settlements | Balance at end of year | ||||||
Assets: | |||||||||||||
Real estate | $133,503 | $(2,039) | $— | $— | $(6,674) | $— | $124,790 | ||||||
Partnership/joint venture interests | 169,932 | (10,044) | — | 39,243 | (23,899) | (3,756) | 171,476 | ||||||
Hedge funds | 48,695 | — | 7 | — | — | (48,702) | — | ||||||
Total assets | $352,130 | $(12,083) | $7 | $39,243 | $(30,573) | $(52,458) | $296,266 | ||||||
There were no transfers between Levels 1 and 2 for the year ended December 31, 2024.
Valuation methodologies used for pension plan assets and liabilities measured at fair value are as follows:
•Corporate common stock is valued primarily at the closing price reported on the active market on which the individual
securities are traded;
•Corporate bonds are a type of debt security issued by a corporation and are primarily valued using trades or quotes in
secondary markets for that specific issue or similar security;
•Investments in direct real estate in the U.K. have been valued by an independent qualified valuation professional in the
U.K. using a valuation approach that capitalizes any current or future income streams at an appropriate multiplier.
Investments in real estate funds are mainly valued utilizing the net asset valuations provided by the underlying private
investment companies or through proprietary models with varying degrees of complexity;
•Mutual funds are valued at the daily closing price as reported by the fund. Mutual funds held are open ended funds that
are registered with the SEC. These funds are required to publish their NAV and to transact at that price. The mutual
funds held are deemed to be actively traded;
•Exchange traded funds are valued at the closing price reported on the active market on which the individual securities
are traded;
•Interests in common/collective trusts are primarily equity and fixed income investments valued using the NAV
provided by the administrator of the underlying fund available daily to the administrator of the respective plan. Where
the daily NAV is not provided, interests in common/collective trusts are valued either through the use of a NAV as
provided monthly by the fund family or fund company or through proprietary models with varying degrees of
complexity. Shares in the common/collective trusts are generally redeemable upon request;
•Investments in partnerships and joint venture interests classified in Level 3 are valued considering items such as
expected cash flows, changes in market outlook and subsequent rounds of financing. These investments are included in
Level 3 of the fair value hierarchy because exit prices tend to be unobservable and reliance is placed on the above
methods. Most of the partnerships are general leveraged buyout funds, others include a venture capital fund, a fund
formed to invest in special credit opportunities, an infrastructure fund and a real estate fund. Interest in partnership
investments could be sold on the secondary market but cannot be redeemed. Instead, distributions are received as the
underlying assets of the funds are liquidated. As of both December 31, 2025 and 2024, there were $3.1 million in
unfunded commitments related to partnership/joint venture interests. One of the investments in partnerships and joint
venture interests represents a limited partnership commingled fund valued using the NAV as reported by the fund
manager; and
•Investments in hedge funds consist of hedge funds whose strategy is to produce a return uncorrelated with market
movements. This fund is classified as a Level 3 because its valuation is derived from unobservable inputs. Shares in
the hedge funds are generally redeemable twice a year or on the last business day of each quarter with at least 60 days
written notice subject to a potential 5% holdback.
We review appraised values, audited financial statements and additional information to evaluate fair value estimates from
our investment managers and/or fund administrator.Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 26, 2026 | Showing above |
| 2024 | Feb 20, 2025 | |
| 2023 | Feb 22, 2024 | |
| 2022 | Feb 23, 2023 | |
| 2021 | Feb 24, 2022 | |
| 2020 | Feb 26, 2021 | |
| 2019 | Mar 2, 2020 | |
| 2018 | Feb 28, 2019 | |
| 2017 | Feb 28, 2018 | |
| 2016 | Feb 21, 2017 | |
About Fair Value Disclosures
Fair value disclosures classify all assets and liabilities measured at fair value into a three-level hierarchy: Level 1 (quoted market prices), Level 2 (observable inputs like yield curves), and Level 3 (unobservable inputs requiring management estimates). The proportion of Level 3 assets directly reflects how much of the balance sheet depends on internal models rather than market evidence.
Key signals: a growing Level 3 balance relative to total fair-value assets increases valuation uncertainty and earnings volatility risk. Watch for transfers between levels — assets moving from Level 2 to Level 3 often signal deteriorating market liquidity. Unrealized gains and losses on Level 3 positions flow through earnings or other comprehensive income, so large swings deserve scrutiny. For financial institutions, examine the sensitivity disclosures that show how Level 3 valuations change under alternative assumptions. Compare the fair value of debt against its carrying amount to gauge hidden leverage.