POSTRETIREMENT AND POSTEMPLOYMENT BENEFITS | DEFINED BENEFIT PENSION PLAN During 2022, the Company made several changes to its defined benefit plans. At the beginning of 2022, the Company was the sponsor of seven single-employer defined benefit plans, two of which were frozen to new participants and future benefits. As of September 24, 2023, we are the sponsor of one single-employer defined benefit plan, which provide benefits to certain current and former employees of Lee. During 2022 we notified certain participants in our defined benefit plans of changes to be made to the plans. The Company froze future benefits and participation for an additional four of the defined benefit plans. The freeze of future benefits resulted in a non-cash curtailment gain of $1.0 million related to the four plans. In connection with the freeze the Company provided certain benefit enhancements that resulted in an increase to our net pension liability and a decrease to accumulated other comprehensive income of $6.1 million. Additionally, the Company merged the six frozen plans into one fully-funded defined benefit plan, the Lee Enterprises Incorporated Pension Plan ("Plan") effective in the second quarter of fiscal 2022. During September of 2022, as part of a pension de-risking strategy for the Plan, the Company, executed an agreement pursuant to which it transferred to a third-party insurance company (the "Insurer") $85.6 million of the Plan's liabilities in exchange for $81.4 million of Plan assets and recorded a non-cash settlement gain of $4.2 million in Pension and OPEB related benefit (cost) and other, net. Collectively, the transactions are known as the "Annuity Purchase" During the year ended September 29, 2024, the Company offered a voluntary lump sum payment of future benefits to terminated vested participants in the defined benefit pension plan. The offer was accepted by 522 participants, representing a $22.6 million settlement of related pension plan liability. The Company recognized a non-cash settlement gain of $2.4 million, which is reflected within "Curtailment/Settlement gains" on the Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income. Pension plan assets and liabilities were reduced by $22.6 million. The net periodic (benefit) cost components of our pension plan is as follows: (Thousands of Dollars) 2024 2023 2022 Service cost for benefits earned during the year 5 19 488 Interest cost on projected benefit obligation 9,274 10,368 7,999 Expected return on plan assets (9,382) (10,192) (18,261) Amortization of net (gain) loss (4) 10 (3,317) Amortization of prior service benefit 848 852 641 Settlement gain (2,409) — (4,245) Curtailment gain — — (1,027) Net periodic pension cost (benefit) (1,668) 1,057 (17,722) Changes in projected benefit obligations (which approximates the accumulated benefit obligation at each period end) and plan assets are as follows: (Thousands of Dollars) 2024 2023 Benefit obligation, beginning of year 199,187 210,806 Service cost 5 19 Interest cost 9,274 10,368 Actuarial loss (gain) 15,703 (9,876) Benefits paid (13,021) (12,130) Settlements (22,620) — Benefit obligation, end of year 188,528 199,187 Fair value of plan assets, beginning of year: 210,031 211,058 Actual return on plan assets 19,957 12,638 Benefits paid (13,021) (12,130) Administrative expenses paid (1,155) (1,535) Settlements (22,620) — Fair value of plan assets, end of year 193,192 210,031 Funded status 4,664 10,844 Disaggregated amounts recognized in the Consolidated Balance Sheets are as follows: (Thousands of Dollars) September 29 September 24 Net pension assets 4,664 10,844 Accumulated other comprehensive income (before income taxes) 8,804 16,653 Amounts recognized in accumulated other comprehensive income (loss) are as follows: (Thousands of Dollars) September 29 September 24 Unrecognized net actuarial gain 12,550 21,246 Unrecognized prior service cost (3,746) (4,593) 8,804 16,653 We expect to recognize $0.8 million of unrecognized prior service cost in net periodic pension costs in 2025. Assumptions Weighted-average assumptions used to determine benefit obligations are as follows: (Percent) September 29 September 24 Discount rate 4.8 5.7 Interest crediting rate 2.5 2.5 Weighted-average assumptions used to determine net periodic benefit cost are as follows: (Percent) 2024 2023 2022 Discount rate - service cost 5.8 5.8 5.4 Discount rate - interest cost 5.5 5.7 5.3 Expected long-term return on plan assets 5.0 5.0 5.0 For 2024, the expected long-term return on Plan assets is 5.0%. The assumptions related to the expected long-term return on Plan assets are developed through an analysis of historical market returns, current market conditions and composition of Plan assets. For the year ended September 29, 2024, the most significant driver of the decrease in benefit obligation was the voluntary lump sum offering. Additionally, the Plan recognized actuarial losses due to decreases in bond yields that resulted in decreases to the discount rate. For the year ended September 24, 2023, the most significant driver of the decrease in benefit obligation was the actual return on assets exceeding expected returns and higher actuarial gains experienced by the Plan. The Plan recognized actuarial gains due to increases in bond yields that resulted in increases to the discount rate. Plan Assets The primary objective of our investment strategy is to satisfy our pension obligations at a reasonable cost. Assets are actively invested to achieve a 100% liability hedge (which includes fixed income investments and cash). Our investment policy outlines the governance structure for decision-making, sets investment objectives and restrictions and establishes criteria for selecting and evaluating investment managers. The use of derivatives is prohibited, except on a case-by-case basis where the manager has a proven capability, and only to hedge quantifiable risks such as exposure to foreign currencies. An investment committee, consisting of certain of our executives and supported by independent consultants, is responsible for monitoring compliance with the investment policy. Assets are periodically redistributed to maintain the appropriate policy allocation. The weighted-average asset allocation of our pension assets, is as follows: (Percent) Policy Allocation Policy Allocation Actual Allocation Asset Class September 29 September 24 September 29 September 24 Fixed Income 100 — 95 — Equity securities — 25 — 25 Debt securities — 65 — 62 Hedge fund investments — 10 3 12 Cash and cash equivalents — — 2 1 Plan assets include no Company securities. Assets include cash and cash equivalents and receivables from time to time due to the need to reallocate assets within policy guidelines. Fair Value Measurements The fair value hierarchy of pension assets at September 29, 2024 is as follows: (Thousands of Dollars) NAV Level 1 Level 2 Level 3 Cash and cash equivalents — 3,191 — — Fixed income securities 5,043 — 179,042 — Hedge fund investments 5,931 — — — The fair value hierarchy of pension assets at September 24, 2023 was as follows: (Thousands of Dollars) NAV Level 1 Level 2 Level 3 Cash and cash equivalents — 1,937 — — Domestic equity securities 2,252 30,885 — — International equity securities — 7,565 5,644 — Emerging equity securities — 6,263 — — Debt securities — 78,740 52,304 — Hedge fund investments 24,441 — — — There were no purchases, sales or transfers of assets classified as Level 3 in 2024 or 2023. Pension assets that are excluded from the fair value hierarchy and are measured at net asset value or "NAV", include five investments: • U.S. small cap value equity common/collective fund for which fund prices are not publicly available. This investment was completely liquidated during 2024, the balance was $2.3 million as of September 24, 2023. We can redeem this fund on a monthly basis. • Global equity long/short common/collective hedge fund-of-funds for which fund prices are established on a monthly basis. The investment was completely liquidated during 2024, the balance was $11.7 million as of September 24, 2023. We can redeem up to 90% of our investment in this fund within 90-120 days of notice with the remaining distributed following completion of the audit of the Fund's financial statements for the year. • Global equity long/short common/collective hedge fund-of-funds for which fund prices are established on a monthly basis. The balance of this investment is $5.9 million and $12.7 million as of September 29, 2024 and September 24, 2023, respectively. We can redeem up to 50% of our investment in this fund twice per year. • Global long common/collective fund for which funds prices are not publicly available. The balance of this investment is $2.5 million as of September 29, 2024. We can redeem this fund on a daily basis. • Global long/short common/collective fund for which funds prices are not publicly available. The balance of this investment is $2.5 million as of September 29, 2024. We can redeem this fund on a daily basis. Accumulated Other Comprehensive Income (Loss) The following tables summarize the components of, and the changes in, Accumulated other comprehensive income (loss), net of tax: (Thousand of Dollars) Pension and postretirement benefit plans Balance at September 27, 2021 $ 42,187 Other comprehensive loss before reclassifications $ (20,866) Amounts reclassified from accumulated other comprehensive income (a)(b) $ (4,668) Net current period other comprehensive income (loss), net of taxes $ (25,534) Balance at September 25, 2022 $ 16,653 Other comprehensive income before reclassifications $ 10,750 Amounts reclassified from accumulated other comprehensive income (a)(b) $ (560) Net current period other comprehensive income (loss), net of taxes $ 10,190 Balance at September 24, 2023 $ 26,843 Other comprehensive loss before reclassifications $ (3,924) Amounts reclassified from accumulated other comprehensive income (a)(b)(c) $ (2,999) Net current period other comprehensive income (loss), net of taxes $ (6,923) Balance at September 29, 2024 $ 19,920 (a) Accumulated other comprehensive income (loss) component represents amortization of actuarial loss and is included in the computation of net periodic benefit cost. See Note 7 - Defined Benefit Pension Plan and Note 8 - Postretirement and Postemployment Benefits. (b) Amounts reclassified from accumulated other comprehensive income (loss) are recorded net of tax impacts of $0.2 million, $0.2 million, $2.0 million for the years ended September 29, 2024, September 24, 2023, and September 25, 2022, respectively. (c) Amounts reclassified from accumulated other comprehensive income (loss) include a pension settlement gain of $2.4 million for the year ended September 29, 2024. See Note 7 - Defined Benefit Pension Plan. Cash Flows Based on our forecast at September 29, 2024, we expect to make no contributions to our pension trust in 2025. We anticipate future benefit payments to be paid from the pension trust as follows: (Thousands of Dollars) 2025 15,591 2026 14,523 2027 14,405 2028 14,262 2029 14,096 2030-2033 66,122 Other Plans We are the plan sponsor for other funded and unfunded defined benefit pension plans that are not considered material. The net benefit obligation for these plans are $0.6 million and $0.6 million at September 29, 2024 and September 24, 2023, respectively. We provide retiree medical and life insurance benefits under postretirement plans at several of our operating locations. The level and adjustment of participant contributions vary depending on the specific plan. Our liability and related expense for benefits under the postretirement plans are recorded over the service period of active employees based upon annual actuarial calculations. We accrue postemployment disability benefits when it becomes probable that such benefits will be paid and when sufficient information exists to make reasonable estimates of the amounts to be paid. During the year ended September 29, 2024, the Company completed the outsourcing of certain printing operations, which ceased postretirement medical benefits for a group of employees. The Company recognized a non-cash curtailment gain of $1.2 million which is reflected within "Curtailment/Settlement gains" on the Consolidated Statements of Income (Loss) and Comprehensive Income (Loss). The net periodic postretirement benefit cost (benefit) components for our postretirement plans are as follows: (Thousands of Dollars) 2024 2023 2022 Service cost for benefits earned during the year 50 68 108 Interest cost on projected benefit obligation 596 598 340 Expected return on plan assets (1,279) (1,182) (1,053) Amortization of net actuarial gain (1,234) (1,014) (994) Amortization of prior service benefit (375) (647) (647) Curtailment gain (1,184) — — Net periodic postretirement benefit (3,426) (2,177) (2,246) Changes in projected benefit obligations (which approximates the accumulated benefit obligation at each period end) and plan assets are as follows: (Thousands of Dollars) 2024 2023 Benefit obligation, beginning of year 11,252 12,287 Service cost 50 68 Interest cost 596 598 Actuarial (gain) loss 1,215 (1,049) Benefits paid, net of premiums received (1,712) (652) Liability (gain)/loss due to curtailment (1,184) — Benefit obligation, end of year 10,217 11,252 Fair value of plan assets, beginning of year 25,809 23,903 Actual return on plan assets 2,615 2,393 Employer contributions 858 165 Benefits paid, net of premiums and Medicare Part D subsidies received (1,712) (660) Plan participant contributions — 8 Fair value of plan assets at measurement date 27,570 25,809 Funded status 17,353 14,557 Disaggregated amounts recognized in the Consolidated Balance Sheets are as follows: (Thousands of Dollars) September 29 September 24 Non-current assets 23,300 21,565 Postretirement benefit obligations (5,947) (7,008) Accumulated other comprehensive income (before income tax benefit) 17,556 19,043 Amounts recognized in accumulated other comprehensive income (loss) before income tax benefit are as follows: (Thousands of Dollars) September 29 September 24 Unrecognized net actuarial gain 15,548 16,660 Unrecognized prior service benefit 2,008 2,383 17,556 19,043 We expect to recognize $1.2 million and $0.3 million of unrecognized net actuarial gain and unrecognized prior service benefit, respectively, in net periodic postretirement benefit in 2025 . Assumptions Weighted-average assumptions used to determine postretirement benefit obligations are as follows: (Percent) September 29 September 24 Discount rate 4.6 5.6 Expected long-term return on plan assets 5.0 5.0 The assumptions related to the expected long-term return on plan assets are developed through an analysis of historical market returns, current market conditions, and composition of plan assets. Weighted-average assumptions used to determine net periodic benefit cost are as follows: (Percent) 2024 2023 2022 Discount rate - service cost 5.2 5.9 5.5 Discount rate - interest cost 4.4 5.5 5.1 Expected long-term return on plan assets 5.0 5.0 5.0 For 2024 , the expected long-term return on plan assets is 5.0%. The assumptions related to the expected long-term return on plan assets are developed through an analysis of historical market returns, current market conditions and composition of plan assets. Assumed health care cost trend rates are as follows: (Percent) September 29 September 24 Health care cost trend rates 18.9 3.9 Rate to which the cost trend rate is assumed to decline (the “Ultimate Trend Rate”) 4.5 4.5 Year in which the rate reaches the Ultimate Trend Rate 2034 2033 Administrative costs related to indemnity plans are assumed to increase at the health care cost trend rates noted above. For the year ended September 29, 2024, the most significant driver of the decrease in benefit obligations for the plans was the curtailment, see above for details. For the year ended September 24, 2023, the most significant driver of the decrease in benefit obligations for the plans was the higher actual return on assets compared to expectations. The plans also recognized actuarial gains due to increases in bond yields that resulted in increases to the discount rates. Plan Assets Assets of the retiree medical plan are invested in a master trust. The master trust also pays benefits of active employee medical plans for the same union employees. The fair value of master trust assets allocated to the active employee medical plans at September 29, 2024 and September 24, 2023 is $0.5 million and $0.4 million, respectively, which are included within the tables below. The primary objective of our investment strategy is to satisfy our postretirement obligations at a reasonable cost. Assets are actively invested to balance real growth of capital through appreciation and reinvestment of dividend and interest income and safety of invested funds. Our investment policy outlines the governance structure for decision-making, sets investment objectives and restrictions and establishes criteria for selecting and evaluating investment managers. The use of derivatives is strictly prohibited, except on a case-by-case basis where the manager has a proven capability, and only to hedge quantifiable risks such as exposure to foreign currencies. An investment committee, consisting of certain of our executives and supported by independent consultants, is responsible for monitoring compliance with the investment policy. Assets are periodically redistributed to maintain the appropriate policy allocation. The weighted-average asset allocation of our postretirement assets is as follows: (Percent) Policy Allocation Actual Allocation Asset Class September 29 2024 September 24 September 29 September 24 Equity securities 25 20 25 20 Debt securities — 70 — 68 Fixed income securities 75 — 73 — Hedge fund investment — 10 — 12 Cash and cash equivalents — — 2 — Plan assets include no Company securities. Assets include cash and cash equivalents and receivables from time to time due to the need to reallocate assets within policy guidelines. Fair Value Measurements The fair value hierarchy of postretirement assets at September 29, 2024 is as follows: (Thousands of Dollars) NAV Level 1 Level 2 Level 3 Cash and cash equivalents — 436 — — Equity securities — 6,983 — — Fixed income securities — 20,392 — — Hedge fund investment 236 — — — The fair value hierarchy of postretirement assets at September 24, 2023 is as follows: (Thousands of Dollars) NAV Level 1 Level 2 Level 3 Cash and cash equivalents — 93 — — Domestic equity securities 870 2,303 — — Emerging equity securities — 535 — — International equity securities — 814 600 — Debt securities — 17,615 — — Hedge fund investment 2,979 — — — There were no purchases, sales or transfers of assets classified as Level 3 in 2024 or 2023 . Postretirement assets that are excluded from the fair value hierarchy and are measured at net asset value or "NAV", include two investments: • U.S. small cap value equity common/collective fund for which fund prices are not publicly available. The balance of this investment is $— and $0.9 million as of September 29, 2024 and September 24, 2023, respectively. We can redeem this fund on a monthly basis. • Global equity long/short common/collective hedge fund-of-funds for which fund prices are established on a monthly basis. The balance of this investment is $0.2 million and $3.0 million as of September 29, 2024 and September 24, 2023, respectively. We can redeem up to 90% of our investment in this fund within 90-120 days of notice with the remaining distributed following completion of the audit of the Fund's financial statements for the year. Cash Flows Based on our forecast at September 29, 2024, we do not expect to contribute to our postretirement plans in 2025 . The Medicare Prescription Drug, Improvement and Modernization Act of 2003 (the “Modernization Act”) introduced a prescription drug benefit under Medicare (“Medicare Part D”) and a federal subsidy to sponsors of retiree health care benefit plans (“Subsidy”) that provide a benefit at least actuarially equivalent (as that term is defined in the Modernization Act) to Medicare Part D. We concluded we qualify for the Subsidy under the Modernization Act since the prescription drug benefits provided under our postretirement health care plans generally require lower premiums from covered retirees and have lower deductibles than the benefits provided in Medicare Part D and, accordingly, are actuarially equivalent to or better than, the benefits provided under the Modernization Act. We anticipate future benefit payments to be paid either with future contributions to the plan or directly from plan assets, as follows: (Thousands of Dollars) Gross Less Medicare Part D Subsidy Net 2025 853 — 853 2026 891 — 891 2027 909 — 909 2028 898 — 898 2029 881 — 881 2030-2033 3,990 — 3,990 Postemployment Plan Our postemployment benefit obligation, which represents certain disability benefits, was $1.6 million at September 29, 2024 and $1.6 million at September 24, 2023. |