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x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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16-0442930
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(State or Other Jurisdiction of Incorporation or Organization)
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(I.R.S. Employer Identification No.)
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7950 Jones Branch Drive, McLean, Virginia
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22107-0910
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(Address of principal executive offices)
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(Zip Code)
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Title of Each Class
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Name of Each Exchange on Which Registered
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Common Stock, par value $1.00 per share
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The New York Stock Exchange
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Large accelerated filer
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x
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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Smaller reporting company
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¨
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Item No.
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Page
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1
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1A.
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1B.
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2
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3
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7
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7A.
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8
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9
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9A.
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10
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11
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12
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13
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14
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15
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•
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Enhance its local core news and marketing operations to make its local franchises stronger and its ties with the communities even deeper;
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•
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Leverage its hometown and brand advantages to accelerate growth by entering into or expanding high potential businesses;
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•
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Optimize its assets and maintain a strong financial profile to improve efficiency and effectiveness, allowing the company to self-fund growth while delivering increased shareholder value.
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•
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The Digital Relaunch and Mobile initiative focused on building out its software and infrastructure for a “One Gannett” platform and creating new award-winning desktop products and mobile apps. Digital teams migrated more than 400 mobile and desktop sites to a single ad server from historically different ad servers. Gannett also created a new digital content management system; built and deployed the U.S. Community Publishing (USCP) online subscription system; and relaunched USA TODAY.com. In addition, the mobile team built and launched over 200 mobile products, including new USCP tablet editions, multiple USA TODAY mobile products for phone and tablet, and the Broadcasting iPad apps. USA TODAY was named Mobile Publisher of the Year by Mobile Marketer, and its new site received the Cutting Edge award from FWA/Adobe.
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•
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USA TODAY Sports Media Group covers sports from the local high school level through college and professional teams and continues to leverage USA TODAY’s 30-year relationship with American sports fans by driving growth in the digital sports market. In 2012, USA TODAY Sports Media Group streamlined coverage and became one of the nation’s top five digital sports destinations with over 20 million unique visitors each month. Group highlights include:
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•
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Acquisition of Fantasy Sports Ventures/Big Lead Sports, a leading digital sports site in North America.
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•
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Rolling out USA TODAY’s Sports Pulse digital content syndication to all local markets, which included content from USA TODAY Sports, Gannett’s more than 100 local media brands, Sports On Earth (a joint services agreement between USA TODAY Sports and Major League Baseball Advanced Media) and the hundreds of sites within USA TODAY Sports Digital Properties such as thebiglead.com and mixed martial arts site MMAjunkie.com, among others.
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•
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Increased partnership with UFC and continued expansion of relationships with other league partners such as NASCAR and the PGA Tour.
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•
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Relaunching USA TODAY’s Sports section in print and online.
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•
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Re-branding US PRESSWIRE, its dedicated sports image service providing coverage for nearly 10,000 events each year, to USA TODAY Sports Images.
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•
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Relaunching and re-branding its high school sports web site, highschoolsports.net, as USA TODAY High School Sports (www.usatodayhss.com), which anchors the group’s comprehensive national coverage of all boys’ and girls’ high school sports throughout the country, as well as for the more than 100 local media properties within the company.
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•
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GDMS was created to provide a one-stop shop for digital marketing services to help tens of thousands of small and medium-sized businesses in Gannett markets use digital technology to more effectively reach customers. GDMS enables Gannett sites to deepen their long-standing relationships with advertisers, who see Gannett local media as familiar, knowledgeable and trusted partners.
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•
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By year-end, the planned GDMS roll out was complete and Gannett’s local publishing and broadcast markets were offering clients a broad suite of digital services such as daily deals, coupons, loyalty programs, email marketing, search engine optimization and online marketing.
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•
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Gannett completed acquisitions of BLiNQ Media, a company which helps businesses advertise and engage with consumers on Facebook and other social networks, and Mobestream Media, which through its Key Ring application, provides a consumer loyalty mobile platform for all major types of smartphones.
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•
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GDMS expanded DealChicken, its daily deals offering, to 12 new U.S. Community Publishing markets in 2012. DealChicken has been rolled out within 72 markets, helping local area merchants create and expand their brand awareness as well as deliver a loyal following of repeat customers.
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•
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USCP continued to transform itself as it successfully implemented the roll-out of its all-access content subscription model for its local media in 78 markets across the U.S. This program makes USCP’s unique, local, high-quality content available when and how consumers want it, digitally or in print. The subscription model built on earlier 2010 tests in three markets and 2011 research efforts, offers a variety of options to consumers and advertisers. All subscriptions include full web, mobile, e-Edition and tablet access, with subscription prices that vary according to the frequency of print home delivery. Single-copy print editions continue to be sold at retail outlets. Circulation revenues increased 8% in 2012 at the company’s local domestic publishing units driven by the impact of the all-access roll out. The focus in 2013 will shift to enhancing operations and growing digital subscribers.
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•
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2012 was the first full year of operation of Gannett Publishing Services (GPS), which centralized the circulation, print production and consumer sales and services functions of USCP, USA TODAY, and Gannett Offset divisions under one organizational structure. GPS provides printing services from 43 U.S. locations. This allows Gannett publishers to focus on strengthening the core elements of their local business – which are providing valued news and information, building advertising sales and expanding their strong community ties. GPS also opened up new revenue generation opportunities in third-party production, printing and packaging services as an integrated nationwide business.
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•
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Throughout 2012, Gannett took a number of steps under its sourcing initiative to create greater efficiencies, including driving savings through outsourcing, centralization, renegotiations of vendor contracts and demand management.
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•
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The space consolidation initiative continues to evaluate opportunities to optimize Gannett’s real estate portfolio, which include selling older, under utilized buildings and relocating to more efficient office space; reconfiguring space to take advantage of leasing and subleasing opportunities, as well as other options. For example, Gannett’s Los Angeles office moved to more efficient space and Chicago offices consolidated locations in 2012. A number of Gannett properties, including those in Westchester, NY, and Des Moines, IA, were put on the market and new, more collaborative-designed leased space is currently under construction. During 2012 alone, Gannett executed 12 real estate transactions, realizing proceeds of nearly $40 million.
|
•
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CareerBuilder is the global leader in human capital solutions, helping companies target, attract and retain talent. Its online job site, CareerBuilder.com, is the largest in North America with the most traffic and revenue.
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•
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PointRoll, a leading multi-screen digital advertising and technology company that enables advertisers, agencies and publishers to create, deliver and measure interactive online video, rich media display, mobile and social campaigns.
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•
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ShopLocal, a leader in multichannel shopping and advertising services.
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•
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Reviewed.com, a group of product review web sites that provide comprehensive, comparative reviews of technology and household products and services. Reviewed.com is a key element in the company’s consumer media strategy.
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•
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USA WEEKEND, a weekly magazine carried by more than 800 local publishers with an aggregate circulation reach of 22.5 million.
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•
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Clipper Magazine, a direct mail advertising magazine that publishes more than 450 individual market editions under the brands Clipper Magazine, Savvy Shopper and Mint Magazine in 29 states.
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•
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Gannett Government Media, which operates military and defense publications and has expanded into the broadcasting and online arenas. Gannett Government Media collaborates with Gannett Washington, D.C., TV station WUSA to produce “This Week in Defense News” which airs on Sunday mornings.
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•
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Gannett Healthcare Group publishes magazines specializing in news, continuing education opportunities and employment opportunities for nurses and allied health professionals with a combined circulation of 730,000. Its websites, Nurse.com, TodayinPT.com and TodayinOT.com feature news, continuing education opportunities and employment opportunities for allied health professionals. Gannett Healthcare Group also operates Gannett Education, which delivers continuing education opportunities to nurses and allied health professionals and includes ContinuingEducation.com and PearlsReview.com, an online nursing certification and continuing education web site.
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•
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GDMS was established to aggressively maximize scale and further enhance Gannett’s product offerings. GDMS, a cross-divisional organization, includes GannettLocal, DealChicken, Clipper’s Double-Take Deals, ShopLocal, BLiNQ Media and Mobestream Media. The new business organization helps the company better leverage its local sales forces across divisions and maximize its ability to build, acquire or partner to deliver the high-quality digital marketing solutions needed to help customers succeed in Gannett markets and beyond. It is also responsible for product fulfillment functions such as building web sites, e-mail marketing, search engine marketing, search engine optimization, daily deals, mobile loyalty and social media marketing; expansion of GannettLocal in building a high-quality telemarketing sales force to work with small customers; and training and integrating the sales forces at the company’s 100-plus local media properties.
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•
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Building and launching an entirely new platform underlying USATODAY.com, including new publishing tools, content databases and front-end design. The platform was designed to be extended with appropriate modifications to the remainder of Gannett’s properties.
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•
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Introducing a new advertising strategy for USATODAY.com focused on higher impact, higher value advertising units in order to drive better results for marketers.
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•
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Training hundreds of journalists on new publishing tools that enable device-specific programming (desktop, tablet, mobile phone).
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•
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Building and launching new or updated mobile and tablet applications for USA TODAY (iPhone 2.0, iPad 3.0, Kindle Fire 2.0, Windows 8), Broadcast (iPad, Android and Kindle) and U.S. Community Publishing (iPhone, Android, HTML5 iPad apps). These product launches, in addition to the robust growth of consumer adoption of mobile phones and tablets, contributed to 20% and 81% year-over-year growth in Gannett-wide mobile/tablet visitors and page views, respectively.
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•
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Building and launching the Video Production Center in Atlanta, housed at WXIA-TV, which enables all Gannett properties to stream live and on-demand video on desktop, mobile phone and tablet. In December 2012, on-demand video views and live video plays across company publishing and broadcast businesses reached 22.8 million, up 65% year over year. Creating and licensing more video content and better promoting video via redesigns drove this growth.
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•
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Converting hundreds of sites to a new ad serving platform across desktop, mobile phone and tablet that will offer Gannett increased capabilities, including better forecasting, improved campaign delivery pacing, and better utilization of inventory.
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•
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Introducing new technologies to improve diagnostic and performance testing of software and implementing a private cloud computing environment to provide greater flexibility for deployment and reconfiguration of services in production.
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•
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The “Content Evolution” program focused on creating platform-perfect content that serves the needs of key audiences on each platform by time of day, from social media to mobile web, to desktop and the daily print edition. In one example, the Springfield (MO) News-Leader recently began offering the Evening Edition on its mobile web site, summarizing the top stories of the day in digestible bites that make for easy browsing by mobile readers. At The Arizona Republic in Phoenix, a tablet edition – AZ Today – debuted in December as a weekly news magazine. It focuses on telling the week’s most compelling stories in depth, with use of photography, video and interactive graphics to create a rich reading experience for evening tablet readers.
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•
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Strategic investments in news-gathering efforts have enhanced local expertise in key coverage areas and raised the overall level of sophistication on digital platforms, particularly in social media, driving value by showcasing the expertise and personalities in its newsrooms.
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•
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Shared Design Studios were created, staffed with top designers from across the country to provide the sophisticated design that print readers demand. The studios now handle all aspects of design for most print publications.
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•
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Nearly all USCP reporters, photographers, videographers and columnists were equipped with smartphones and other devices in early 2012, enabling the company’s content-gatherers to write, photograph, shoot and edit video, while connecting with readers over social media in real time. This investment has helped reshape the modern definition of a journalist. It has buttressed Gannett’s journalists’ competitive edge and allows them to tell stories with greater color and speed than ever before. The smartphones are part of a larger investment to equip journalists with the tools they need to excel at their jobs. They also received an additional 1,800 tablets and other items to reach audiences across multiple platforms. In 2013, journalists will be trained to become advanced video storytellers who deliver compelling content to viewers.
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•
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Smartphones will continue to be an important tool as the company continues to make its publishing systems more efficient and integrated. In 2012, smartphones allowed the company’s journalists to publish and share video content across all divisions of the company through the Brightcove app. In 2013, Gannett will enable more content created on smartphones to move directly into its publishing systems allowing for selective syndication for audiences and advertisers around the nation.
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•
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The company's publishing operations organized an aggressive approach to leveraging the viral aspects of social media in 2012. Journalists are using social media to share the work they are doing, source new material and engage with readers in new ways. Gannett began using a social management platform tool that allows better tracking and analysis. This tool enables insights into community conversation trends. By way of example: In November 2012, journalists set up a national, coordinated effort to share breaking news through a 24/7 Super Storm Sandy Social Media Desk. Gannett staff from as many as 18 different markets took shifts to help cover the social media response and publishing for news organizations affected by the storm over a span of three weeks.
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•
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The Arizona Republic, Phoenix, AZ, was recognized in the Breaking News category for comprehensive coverage of the mass shooting that involved former U.S. Rep. (D-AZ) Gabrielle Giffords. The Arizona Republic was recognized for its exemplary use of journalistic tools to tell an unfolding story.
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•
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The Burlington (VT) Free Press was recognized in the Editorial Writing category. Aki Soga and Michael Townsend were recognized for a campaign that resulted in the state’s first reform of open government laws in 35 years.
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•
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USA TODAY was named in the Explanatory Reporting category. Tom Frank’s series explained how state lawmakers pump up their pensions. Frank examined thousands of pages of pension laws from all 50 states to untangle the obscure language behind pension perks.
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•
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USA TODAY received a Digital Storytelling and Reporting award for its 14-month investigation, “Ghost Factories: Poison in the Ground,” which revealed the locations of long-forgotten factories and the amount of toxic lead left behind.
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•
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The Burlington (VT) Free Press won a First Amendment award, for its investigation of the handling of warrants by the Vermont judiciary, which revealed negligence at every level of the legal system; and a Digital Storytelling and Reporting award, for breaking news coverage during the Occupy Burlington encampment.
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•
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Asbury Park (NJ) Press won a Public Service award for its report on a cluster of suicides by teens and young adults in the Manasquan, NJ area.
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•
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Argus Leader in Sioux Falls, SD, won a Public Service award for “Fighting DUI” about the cost of cracking down on DUIs.
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•
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The News-Press in Fort Myers, FL, won a digital storytelling and reporting award for its package, “Loving Ingrid,” about a woman who suffered a traumatic brain injury.
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•
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In addition, The Arizona Republic, AZ, was one of three finalists selected for APME’s Innovator of the Year Award. It was cited for the convergence of print, broadcast and online in its web site, AZCentral.
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•
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Keith Runyon, The Courier-Journal at Louisville, KY, won for “Hospital Merger: A Series of Editorials” in Editorial Writing.
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•
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Candace Page, Burlington (VT) Free Press, won for “Hard lessons of the tweed” in Feature Reporting.
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•
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Douglas Walker and Keith Roysdon, The Star Press at Muncie, IN, won for “For a Child’s Sake: The epidemic of child abuse” in Public Service journalism.
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•
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Andrew West, The News-Press Media Group at Fort Myers, FL, won for “Hope for Haiti” in Feature Photography.
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•
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The Burlington (VT) Free Press won for “Occupy Burlington” shooting in Online, Deadline Reporting.
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•
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Ronald J. Hansen, The Arizona Republic, Phoenix, AZ, won for “Business Taxes” in the Explanatory category.
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•
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Patrick Peterson, FLORIDA TODAY, Brevard, FL, won for “Bright Idea Man” and “Scrap Daddy” in the Feature category.
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•
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Dick Hogan, The News-Press in Fort Myers, FL, won for “Flopping: Fraud Runs Rampant” in the Investigative category.
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•
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Thomas Frank, USA TODAY, won for “Public-Sector Pensions” in the Investigative category.
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Mobile and Tablet:
Gannett powers more than 400 local mobile and tablet products and also partners with mobile service providers to power news alerts and mobile marketing campaigns. Gannett has also developed and deployed leading applications for iPad, iPhone, Kindle, Android and Windows.
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DAILY LOCAL MEDIA ORGANIZATIONS AND AFFILIATED DIGITAL PLATFORMS
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State
Territory
|
|
|
|
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Average 2012 Circulation - Print and Digital Replica and Non-Replica
|
|
|
|||||||
City
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Local media organization/web site
|
|
Morning
|
|
Afternoon
|
|
Sunday
|
|
Founded
|
||||
Alabama
|
Montgomery
|
|
Montgomery Advertiser
www.montgomeryadvertiser.com
|
|
30,654
|
|
|
|
|
39,851
|
|
|
1829
|
|
Arizona
|
Phoenix
|
|
The Arizona Republic
www.azcentral.com
|
|
296,934
|
|
|
|
|
516,753
|
|
|
1890
|
|
Arkansas
|
Mountain Home
|
|
The Baxter Bulletin
www.baxterbulletin.com
|
|
8,960
|
|
|
|
|
|
|
1901
|
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California
|
Palm Springs
|
|
The Desert Sun
www.mydesert.com
|
|
37,077
|
|
|
|
|
43,719
|
|
|
1927
|
|
|
Salinas
|
|
The Salinas Californian
www.thecalifornian.com
|
|
8,441
|
|
|
|
|
|
|
1871
|
||
|
Visalia
|
|
Visalia Times-Delta/Tulare
Advance-Register
www.visaliatimesdelta.com
www.tulareadvanceregister.com
|
|
17,774
|
|
|
|
|
|
|
1859
|
||
Colorado
|
Fort Collins
|
|
Fort Collins Coloradoan
www.coloradoan.com
|
|
19,736
|
|
|
|
|
24,679
|
|
|
1873
|
|
Delaware
|
Wilmington
|
|
The News Journal
www.delawareonline.com
|
|
78,961
|
|
|
|
|
108,750
|
|
|
1871
|
|
Florida
|
Brevard County
|
|
FLORIDA TODAY
www.floridatoday.com
|
|
55,633
|
|
|
|
|
76,469
|
|
|
1966
|
|
|
Fort Myers
|
|
The News-Press
www.news-press.com
|
|
61,183
|
|
|
|
|
84,388
|
|
|
1884
|
|
|
Pensacola
|
|
Pensacola News Journal
www.pnj.com
|
|
36,824
|
|
|
|
|
54,315
|
|
|
1889
|
|
|
Tallahassee
|
|
Tallahassee Democrat
www.Tallahassee.com
|
|
33,830
|
|
|
|
|
39,685
|
|
|
1905
|
|
Guam
|
Hagatna
|
|
Pacific Daily News
www.guampdn.com
|
|
16,484
|
|
|
|
|
14,276
|
|
|
1944
|
|
Indiana
|
Indianapolis
|
|
The Indianapolis Star
www.indystar.com
|
|
157,749
|
|
|
|
|
291,842
|
|
|
1903
|
|
|
Lafayette
|
|
Journal and Courier
www.jconline.com
|
|
25,225
|
|
|
|
|
33,769
|
|
|
1829
|
|
|
Muncie
|
|
The Star Press
www.thestarpress.com
|
|
20,586
|
|
|
|
|
26,762
|
|
|
1899
|
|
|
Richmond
|
|
Palladium-Item
www.pal-item.com
|
|
9,602
|
|
|
|
|
14,856
|
|
|
1831
|
|
Iowa
|
Des Moines
|
|
The Des Moines Register
www.desmoinesregister.com
|
|
99,328
|
|
|
|
|
199,125
|
|
|
1849
|
|
|
Iowa City
|
|
Iowa City Press-Citizen
www.press-citizen.com
|
|
10,297
|
|
|
|
|
|
|
1860
|
||
Kentucky
|
Louisville
|
|
The Courier-Journal
www.courier-journal.com
|
|
138,224
|
|
|
|
|
234,561
|
|
|
1868
|
|
Louisiana
|
Alexandria
|
|
Alexandria Daily Town Talk
www.thetowntalk.com
|
|
18,337
|
|
|
|
|
24,486
|
|
|
1883
|
|
|
Lafayette
|
|
The Daily Advertiser
www.theadvertiser.com
|
|
27,561
|
|
|
|
|
37,725
|
|
|
1865
|
|
|
Monroe
|
|
The News-Star
www.thenewsstar.com
|
|
23,344
|
|
|
|
|
26,191
|
|
|
1890
|
|
|
Opelousas
|
|
Daily World
www.dailyworld.com
|
|
5,303
|
|
|
|
|
6,533
|
|
|
1939
|
|
|
Shreveport
|
|
The Times
www.shreveporttimes.com
|
|
36,018
|
|
|
|
|
47,310
|
|
|
1871
|
|
Maryland
|
Salisbury
|
|
The Daily Times
www.delmarvanow.com
|
|
16,374
|
|
|
|
|
22,729
|
|
|
1900
|
DAILY LOCAL MEDIA ORGANIZATIONS AND AFFILIATED DIGITAL PLATFORMS
|
||||||||||||||
State
Territory
|
|
|
|
|
Average 2012 Circulation - Print and Digital Replica and Non-Replica
|
|
|
|||||||
City
|
|
Local media organization/web site
|
|
Morning
|
|
Afternoon
|
|
Sunday
|
|
Founded
|
||||
Michigan
|
Battle Creek
|
|
Battle Creek Enquirer
www.battlecreekenquirer.com
|
|
14,175
|
|
|
|
|
20,345
|
|
|
1900
|
|
|
Detroit
|
|
Detroit Free Press
www.freep.com
|
|
212,235
|
|
|
|
|
851,546
|
|
|
1832
|
|
|
Lansing
|
|
Lansing State Journal
www.lansingstatejournal.com
|
|
41,283
|
|
|
|
|
58,625
|
|
|
1855
|
|
|
Livingston County
|
|
Daily Press & Argus
www.livingstondaily.com
|
|
10,832
|
|
|
|
|
15,815
|
|
|
1843
|
|
|
Port Huron
|
|
Times Herald
www.thetimesherald.com
|
|
16,909
|
|
|
|
|
25,897
|
|
|
1900
|
|
Minnesota
|
St. Cloud
|
|
St. Cloud Times
www.sctimes.com
|
|
21,303
|
|
|
|
|
27,157
|
|
|
1861
|
|
Mississippi
|
Hattiesburg
|
|
Hattiesburg American
www.hattiesburgamerican.com
|
|
|
|
10,577
|
|
|
14,067
|
|
|
1897
|
|
|
Jackson
|
|
The Clarion-Ledger
www.clarionledger.com
|
|
55,843
|
|
|
|
|
67,595
|
|
|
1837
|
|
Missouri
|
Springfield
|
|
Springfield News-Leader
www.news-leader.com
|
|
33,586
|
|
|
|
|
52,958
|
|
|
1893
|
|
Montana
|
Great Falls
|
|
Great Falls Tribune
www.greatfallstribune.com
|
|
25,376
|
|
|
|
|
27,730
|
|
|
1885
|
|
Nevada
|
Reno
|
|
Reno Gazette-Journal
www.rgj.com
|
|
41,201
|
|
|
|
|
66,055
|
|
|
1870
|
|
New Jersey
|
Asbury Park
|
|
Asbury Park Press
www.app.com
|
|
97,375
|
|
|
|
|
144,562
|
|
|
1879
|
|
|
Bridgewater
|
|
Courier News
www.mycentraljersey.com
|
|
14,219
|
|
|
|
|
18,139
|
|
|
1884
|
|
|
Cherry Hill
|
|
Courier-Post
www.courierpostonline.com
|
|
45,131
|
|
|
|
|
59,414
|
|
|
1875
|
|
|
East Brunswick
|
|
Home News Tribune
www.mycentraljersey.com
|
|
27,442
|
|
|
|
|
34,034
|
|
|
1879
|
|
|
Morristown
|
|
Daily Record
www.dailyrecord.com
|
|
18,440
|
|
|
|
|
22,335
|
|
|
1900
|
|
|
Vineland
|
|
The Daily Journal
www.thedailyjournal.com
|
|
12,394
|
|
|
|
|
|
|
1864
|
||
New York
|
Binghamton
|
|
Press & Sun-Bulletin
www.pressconnects.com
|
|
33,617
|
|
|
|
|
45,379
|
|
|
1904
|
|
|
Elmira
|
|
Star-Gazette
www.stargazette.com
|
|
15,175
|
|
|
|
|
23,183
|
|
|
1828
|
|
|
Ithaca
|
|
The Ithaca Journal
www.theithacajournal.com
|
|
10,451
|
|
|
|
|
|
|
1815
|
||
|
Poughkeepsie
|
|
Poughkeepsie Journal
www.poughkeepsiejournal.com
|
|
23,963
|
|
|
|
|
32,615
|
|
|
1785
|
|
|
Rochester
|
|
Rochester Democrat and Chronicle
www.democratandchronicle.com
|
|
110,088
|
|
|
|
|
154,557
|
|
|
1833
|
|
|
Westchester County
|
|
The Journal News
www.lohud.com
|
|
71,642
|
|
|
|
|
90,758
|
|
|
1829
|
|
North Carolina
|
Asheville
|
|
Asheville Citizen-Times
www.citizen-times.com
|
|
30,353
|
|
|
|
|
46,234
|
|
|
1870
|
DAILY LOCAL MEDIA ORGANIZATIONS AND AFFILIATED DIGITAL PLATFORMS
|
||||||||||||||
State
Territory
|
|
|
|
|
Average 2012 Circulation - Print and Digital Replica and Non-Replica
|
|
|
|||||||
City
|
|
Local media organization/web site
|
|
Morning
|
|
Afternoon
|
|
Sunday
|
|
Founded
|
||||
Ohio
|
Bucyrus
|
|
Telegraph-Forum
www.bucyrustelegraphforum.com
|
|
3,883
|
|
|
|
|
|
|
1923
|
||
|
Chillicothe
|
|
Chillicothe Gazette
www.chillicothegazette.com
|
|
|
|
8,135
|
|
|
10,027
|
|
|
1800
|
|
|
Cincinnati
|
|
The Cincinnati Enquirer
www.cincinnati.com
|
|
136,280
|
|
|
|
|
263,630
|
|
|
1841
|
|
|
Coshocton
|
|
Coshocton Tribune
www.coshoctontribune.com
|
|
|
|
3,688
|
|
|
4,590
|
|
|
1842
|
|
|
Fremont
|
|
The News-Messenger
www.thenews-messenger.com
|
|
|
|
5,846
|
|
|
|
|
1856
|
||
|
Lancaster
|
|
Lancaster Eagle-Gazette
www.lancastereaglegazette.com
|
|
|
|
8,007
|
|
|
9,641
|
|
|
1807
|
|
|
Mansfield
|
|
News Journal
www.mansfieldnewsjournal.com
|
|
17,887
|
|
|
|
|
25,895
|
|
|
1885
|
|
|
Marion
|
|
The Marion Star
www.marionstar.com
|
|
6,416
|
|
|
|
|
8,073
|
|
|
1880
|
|
|
Newark
|
|
The Advocate
www.newarkadvocate.com
|
|
|
|
11,218
|
|
|
13,985
|
|
|
1820
|
|
|
Port Clinton
|
|
News Herald
www.portclintonnewsherald.com
|
|
|
|
2,629
|
|
|
|
|
1864
|
||
|
Zanesville
|
|
Times Recorder
www.zanesvilletimesrecorder.com
|
|
11,624
|
|
|
|
|
13,763
|
|
|
1852
|
|
Oregon
|
Salem
|
|
Statesman Journal
www.statesmanjournal.com
|
|
35,478
|
|
|
|
|
42,581
|
|
|
1851
|
|
South Carolina
|
Greenville
|
|
The Greenville News
www.greenvilleonline.com
|
|
51,217
|
|
|
|
|
96,767
|
|
|
1874
|
|
South Dakota
|
Sioux Falls
|
|
Argus Leader
www.argusleader.com
|
|
31,842
|
|
|
|
|
48,030
|
|
|
1881
|
|
Tennessee
|
Clarksville
|
|
The Leaf-Chronicle
www.theleafchronicle.com
|
|
13,817
|
|
|
|
|
18,100
|
|
|
1808
|
|
|
Jackson
|
|
The Jackson Sun
www.jacksonsun.com
|
|
18,199
|
|
|
|
|
28,302
|
|
|
1848
|
|
|
Murfreesboro
|
|
The Daily News Journal
www.dnj.com
|
|
10,723
|
|
|
|
|
15,152
|
|
|
1848
|
|
|
Nashville
|
|
The Tennessean
www.tennessean.com
|
|
108,397
|
|
|
|
|
218,728
|
|
|
1812
|
|
Utah
|
St. George
|
|
The Spectrum
www.thespectrum.com
|
|
15,520
|
|
|
|
|
18,591
|
|
|
1963
|
|
Vermont
|
Burlington
|
|
The Burlington Free Press
www.burlingtonfreepress.com
|
|
28,532
|
|
|
|
|
34,723
|
|
|
1827
|
|
Virginia
|
McLean
|
|
USA TODAY
www.usatoday.com
|
|
1,732,918
|
|
|
|
|
|
|
1982
|
||
|
Staunton
|
|
The Daily News Leader
www.newsleader.com
|
|
13,073
|
|
|
|
|
16,271
|
|
|
1904
|
|
Wisconsin
|
Appleton
|
|
The Post-Crescent
www.postcrescent.com
|
|
40,482
|
|
|
|
|
53,777
|
|
|
1853
|
|
|
Fond du Lac
|
|
The Reporter
www.fdlreporter.com
|
|
10,198
|
|
|
|
|
13,440
|
|
|
1870
|
|
|
Green Bay
|
|
Green Bay Press-Gazette
www.greenbaypressgazette.com
|
|
43,824
|
|
|
|
|
64,878
|
|
|
1915
|
|
|
Manitowoc
|
|
Herald Times Reporter
www.htrnews.com
|
|
10,204
|
|
|
|
|
12,001
|
|
|
1898
|
|
|
Marshfield
|
|
Marshfield News-Herald
www.marshfieldnewsherald.com
|
|
|
|
8,072
|
|
|
|
|
1927
|
||
|
Oshkosh
|
|
Oshkosh Northwestern
www.thenorthwestern.com
|
|
14,238
|
|
|
|
|
19,568
|
|
|
1868
|
|
|
Sheboygan
|
|
The Sheboygan Press
www.sheboyganpress.com
|
|
14,441
|
|
|
|
|
18,013
|
|
|
1907
|
|
|
Stevens Point
|
|
Stevens Point Journal
www.stevenspointjournal.com
|
|
|
|
7,965
|
|
|
|
|
1873
|
||
|
|
|
Central Wisconsin Sunday
|
|
|
|
|
|
17,589
|
|
|
|
||
|
Wausau
|
|
Wausau Daily Herald
www.wausaudailyherald.com
|
|
|
|
15,456
|
|
|
21,292
|
|
|
1903
|
|
|
Wisconsin Rapids
|
|
The Daily Tribune
www.wisconsinrapidstribune.com
|
|
|
|
7,998
|
|
|
|
|
1914
|
GANNETT DIGITAL
|
CareerBuilder:
www.careerbuilder.com
Headquarters:
Chicago, IL
Sales offices:
Atlanta, GA; Boston, MA; Charlotte, NC; Chicago, IL; Cincinnati, OH; Dallas, TX; Denver, CO; Detroit, MI; Edison, NJ; Houston, TX; Los Angeles; Minneapolis, MN; Moscow, ID; Nashville, TN; New York, NY; Orlando, FL; Overland Park, KS; Philadelphia, PA; San Bruno, CA; Scottsdale, AZ; Seattle, WA; Washington, DC
International offices:
Canada, China, France, Germany, Greece, India, Italy, Malaysia, Netherlands, Belgium, Norway, Singapore, Spain, Sweden, United Kingdom, Brazil, Indonesia
|
PointRoll, Inc.:
www.pointroll.com
Headquarters:
King of Prussia, PA
Sales offices:
Atlanta, GA; Chicago, IL; Detroit, MI; Los Angeles, CA; New York, NY; San Francisco, CA; Toronto, Canada
|
ShopLocal:
www.shoplocal.com
Headquarters:
Chicago, IL
Sales office:
Chicago, IL
|
Reviewed.com:
www.reviewed.com
Headquarters:
Boston, MA
|
TELEVISION STATIONS AND AFFILIATED DIGITAL PLATFORMS
|
||||||||||
State/District of Columbia
|
City
|
|
Station/web site
|
|
Channel/Network
|
|
Weekly Audience (a)
|
|
Founded
|
|
Arizona
|
Flagstaff
|
|
KNAZ-TV
|
|
Channel 2/NBC
|
|
(b)
|
|
|
1970
|
|
Phoenix
|
|
KPNX-TV
www.azcentral.com/12news
|
|
Channel 12/NBC
|
|
1,155,000
|
|
|
1953
|
Arkansas
|
Little Rock
|
|
KTHV-TV
www.todaysthv.com
|
|
Channel 11/CBS
|
|
417,000
|
|
|
1955
|
California
|
Sacramento
|
|
KXTV-TV
www.news10.net
|
|
Channel 10/ABC
|
|
866,000
|
|
|
1955
|
Colorado
|
Denver
|
|
KTVD-TV
www.ktvd.com
|
|
Channel 20/MyNetworkTV
|
|
590,000
|
|
|
1988
|
|
|
|
KUSA-TV
www.9news.com
|
|
Channel 9/NBC
|
|
1,201,000
|
|
|
1952
|
District of Columbia
|
Washington
|
|
WUSA-TV
www.wusa9.com
|
|
Channel 9/CBS
|
|
1,763,000
|
|
|
1949
|
Florida
|
Jacksonville
|
|
WJXX-TV
|
|
Channel 25/ABC
|
|
366,000
|
|
|
1989
|
|
|
|
WTLV-TV
www.firstcoastnews.com
|
|
Channel 12/NBC
|
|
461,000
|
|
|
1957
|
|
Tampa-St. Petersburg
|
|
WTSP-TV
www.wtsp.com
|
|
Channel 10/CBS
|
|
1,243,000
|
|
|
1965
|
Georgia
|
Atlanta
|
|
WATL-TV
www.myatltv.com
|
|
Channel 36/MyNetworkTV
|
|
883,000
|
|
|
1954
|
|
|
|
WXIA-TV
www.11alive.com
|
|
Channel 11/NBC
|
|
1,642,000
|
|
|
1948
|
|
Macon
|
|
WMAZ-TV
www.13wmaz.com
|
|
Channel 13/CBS
|
|
199,000
|
|
|
1953
|
Maine
|
Bangor
|
|
WLBZ-TV
www.wlbz2.com
|
|
Channel 2/NBC
|
|
106,000
|
|
|
1954
|
|
Portland
|
|
WCSH-TV
www.wcsh6.com
|
|
Channel 6/NBC
|
|
306,000
|
|
|
1953
|
Michigan
|
Grand Rapids
|
|
WZZM-TV
www.wzzm13.com
|
|
Channel 13/ABC
|
|
374,000
|
|
|
1962
|
Minnesota
|
Minneapolis-St. Paul
|
|
KARE-TV
www.kare11.com
|
|
Channel 11/NBC
|
|
1,345,000
|
|
|
1953
|
Missouri
|
St. Louis
|
|
KSDK-TV
www.ksdk.com
|
|
Channel 5/NBC
|
|
1,028,000
|
|
|
1947
|
New York
|
Buffalo
|
|
WGRZ-TV
www.wgrz.com
|
|
Channel 2/NBC
|
|
520,000
|
|
|
1954
|
North Carolina
|
Greensboro
|
|
WFMY-TV
www.digtriad.com
|
|
Channel 2/CBS
|
|
562,000
|
|
|
1949
|
Ohio
|
Cleveland
|
|
WKYC-TV
www.wkyc.com
|
|
Channel 3/NBC
|
|
1,122,000
|
|
|
1948
|
South Carolina
|
Columbia
|
|
WLTX-TV
www.wltx.com
|
|
Channel 19/CBS
|
|
292,000
|
|
|
1953
|
Tennessee
|
Knoxville
|
|
WBIR-TV
www.wbir.com
|
|
Channel 10/NBC
|
|
443,000
|
|
|
1956
|
Captivate Network:
www.captivatenetwork.com
Headquarters:
Chelmsford, MA
Advertising offices: Chicago, IL; Los Angeles, CA; New York, NY; San Francisco, CA; Toronto, Canada. |
(a) Weekly audience is number of TV households reached, according to the November 2012 Nielsen book.
(b) Audience numbers fall below minimum reporting standards. |
USA TODAY/USATODAY.com
Headquarters and editorial offices:
McLean, VA
Print sites:
Albuquerque, NM; Atlanta, GA; Columbia, SC; Denver, CO; Des Moines, IA; Eugene, OR; Everett, WA; Fort Lauderdale, FL; Houston, TX; Indianapolis, IN; Kankakee, IL; Las Vegas, NV; Lawrence, KS; Los Angeles, CA; Louisville, KY; Milwaukee, WI; Minneapolis, MN; Mobile, AL; Nashville, TN; Newark, OH; Norwood, MA; Oklahoma City, OK; Orlando, FL; Phoenix, AZ; Plano, TX; Rochester, NY; Rockaway, NJ; St. Louis, MO; Salt Lake City, UT; San Jose, CA; Springfield, VA; Sterling Heights, MI; Tampa, FL; Warrendale, PA; Wilmington, DE; Winston-Salem, NC
Advertising offices:
Atlanta, GA; Chicago, IL; Dallas, TX; Detroit, MI; Los Angeles, CA; McLean, VA; New York, NY; San Francisco, CA
|
USA TODAY Sports Media Group:
www.bigleadsports.com; www.kffl.com; www.thehuddle.com (subscription); www.hoopsworld.com; hoopshype.com; mmajunkie.com; bnqt.com; www.baseballhq.com (subscription); www.quickish.com; www.venturethere.com; www.schedulestar.com; www.usatodayhss.com
Headquarters:
New York, NY
Advertising offices:
Los Angeles, CA; McLean, VA; New York, NY
|
USA TODAY Travel Media Group
Headquarters:
McLean, VA
Advertising offices:
McLean, VA
|
USA WEEKEND:
www.usaweekend.com
Headquarters and editorial offices:
McLean, VA
Advertising offices: Chicago, IL; Los Angeles, CA; New York, NY; San Francisco, CA |
Gannett Digital Marketing Services:
BLiNQ Media:
www.blinqmedia.com
; DealChicken:
www.dealchicken.com
; Clipper Digital:
www.clippermagazine.com; www.couponclipper.com; www.DoubleTakeDeals.com
; GannettLocal:
www.gannettlocal.com
; Mobestream Media (Key Ring):
www.keyringapp.com
Headquarters:
Chicago, IL
Sales offices: Atlanta, GA; Chicago, IL; Dallas, TX; McLean, VA: New York, NY |
BLiNQ Media:
www.blinqmedia.com; bam.blinqmedia.com
Headquarters:
New York, NY
Advertising offices:
Atlanta, GA; Cambridge, MA; Chicago, IL; New York, NY
|
Mobestream Media:
www.keyringapp.com
Headquarters:
Dallas, TX
|
Clipper Magazine:
www.clippermagazine.com; www.couponclipper.com; DoubleTakeDeals.com
Headquarters:
Mountville, PA
|
Gannett Healthcare Group:
www.GannettHG.com; www.GannettEducation.com; www.ContinuingEducation.com; www.Nurse.com; www.TodayinPT.com; www.TodayinOt.com; www.PearlsReview.com
Headquarters:
Falls Church, VA
Regional offices: Dallas, TX; Hoffman Estates, IL; San Jose, CA Publications: Nurse.com, Today in PT, Today in OT |
Gannett Government Media Corp.
Headquarters: Springfield, VA Regional office: Los Angeles, CA Publications: Army Times: www.armytimes.com , Navy Times: www.navytimes.com , Marine Corps Times: www.marinecorpstimes.com , Air Force Times: www.airforcetimes.com , Federal Times: www.federaltimes.com , Defense News: www.defensenews.com , Armed Forces Journal: www.armedforcesjournal.com , C4ISR Journal: www.c4isrjournal.com , Training and Simulation Journal: www.tsjonline.com , Military Times EDGE: www.militarytimesedge.com |
Gannett Media Technologies International:
www.gmti.com
Headquarters: Norfolk, VA Regional offices: Cincinnati, OH; Phoenix, AZ |
Non-daily publications:
Weekly, semi-weekly, monthly or bimonthly publications in Alabama, Arizona, Arkansas, California, Colorado, Delaware, Florida, Guam, Indiana, Iowa, Kentucky, Louisiana, Maryland, Michigan, Minnesota, Mississippi, Missouri, Montana, Nevada, New Jersey, New York, North Carolina, Ohio, Oregon, South Carolina, South Dakota, Tennessee, Utah, Vermont, Virginia, Wisconsin
|
Gannett Publishing Services
Headquarters: McLean, VA Sales office: Atlanta, GA |
Gannett Direct Marketing Services, Inc.:
www.gdms.com
Headquarters:
Louisville, KY
|
Gannett Satellite Information Network:
McLean, VA
|
GANNETT ON THE NET:
News and information about Gannett is available on its web site, www.gannett.com. In addition to news and other information about Gannett, the company provides access through this site to its annual report on Form 10-K, its quarterly reports on Form 10-Q, its current reports on Form 8-K and all amendments to those reports as soon as reasonably practicable after the company files or furnishes them electronically to the Securities and Exchange Commission (SEC). Certifications by Gannett’s Chief Executive Officer and Chief Financial Officer are included as exhibits to the company’s SEC reports (including the company’s Form 10-K filed in 2012).
Gannett also provides access on this web site to its Principles of Corporate Governance, the charters of its Audit, Transformation, Executive Compensation and Nominating and Public Responsibility Committees and other important governance documents and policies, including its Ethics and Inside Trading Policies. Copies of all of these corporate governance documents are available to any shareholder upon written request made to the company’s Secretary at our headquarters address. In addition, the company will disclose on this web site changes to, or waivers of, its corporate Ethics Policy.
|
|
Year
|
Quarter
|
Low
|
|
High
|
|
Year
|
Quarter
|
Low
|
|
High
|
||||||||
2002
|
First
|
$
|
65.03
|
|
|
$
|
77.85
|
|
|
2008
|
First
|
$
|
28.43
|
|
|
$
|
39.00
|
|
|
Second
|
$
|
71.50
|
|
|
$
|
79.87
|
|
|
|
Second
|
$
|
21.79
|
|
|
$
|
30.75
|
|
|
Third
|
$
|
63.39
|
|
|
$
|
77.70
|
|
|
|
Third
|
$
|
15.96
|
|
|
$
|
21.67
|
|
|
Fourth
|
$
|
66.62
|
|
|
$
|
79.20
|
|
|
|
Fourth
|
$
|
6.09
|
|
|
$
|
17.05
|
|
2003
|
First
|
$
|
67.68
|
|
|
$
|
75.10
|
|
|
2009
|
First
|
$
|
1.95
|
|
|
$
|
9.30
|
|
|
Second
|
$
|
70.43
|
|
|
$
|
79.70
|
|
|
|
Second
|
$
|
2.20
|
|
|
$
|
5.48
|
|
|
Third
|
$
|
75.86
|
|
|
$
|
79.18
|
|
|
|
Third
|
$
|
3.18
|
|
|
$
|
10.14
|
|
|
Fourth
|
$
|
77.56
|
|
|
$
|
88.93
|
|
|
|
Fourth
|
$
|
9.76
|
|
|
$
|
15.63
|
|
2004
|
First
|
$
|
84.50
|
|
|
$
|
90.01
|
|
|
2010
|
First
|
$
|
13.53
|
|
|
$
|
17.25
|
|
|
Second
|
$
|
84.95
|
|
|
$
|
91.00
|
|
|
|
Second
|
$
|
13.73
|
|
|
$
|
18.67
|
|
|
Third
|
$
|
79.56
|
|
|
$
|
86.78
|
|
|
|
Third
|
$
|
11.98
|
|
|
$
|
15.11
|
|
|
Fourth
|
$
|
78.99
|
|
|
$
|
85.62
|
|
|
|
Fourth
|
$
|
11.76
|
|
|
$
|
15.78
|
|
2005
|
First
|
$
|
78.43
|
|
|
$
|
82.41
|
|
|
2011
|
First
|
$
|
14.49
|
|
|
$
|
17.19
|
|
|
Second
|
$
|
71.13
|
|
|
$
|
80.00
|
|
|
|
Second
|
$
|
13.30
|
|
|
$
|
15.64
|
|
|
Third
|
$
|
66.25
|
|
|
$
|
74.80
|
|
|
|
Third
|
$
|
8.55
|
|
|
$
|
14.60
|
|
|
Fourth
|
$
|
59.19
|
|
|
$
|
68.62
|
|
|
|
Fourth
|
$
|
9.16
|
|
|
$
|
13.57
|
|
2006
|
First
|
$
|
58.81
|
|
|
$
|
64.80
|
|
|
2012
|
First
|
$
|
13.36
|
|
|
$
|
15.61
|
|
|
Second
|
$
|
53.22
|
|
|
$
|
60.92
|
|
|
|
Second
|
$
|
12.33
|
|
|
$
|
15.74
|
|
|
Third
|
$
|
51.67
|
|
|
$
|
57.15
|
|
|
|
Third
|
$
|
13.20
|
|
|
$
|
18.75
|
|
|
Fourth
|
$
|
55.92
|
|
|
$
|
61.25
|
|
|
|
Fourth
|
$
|
16.63
|
|
|
$
|
18.97
|
|
2007
|
First
|
$
|
55.76
|
|
|
$
|
63.11
|
|
|
2013
|
First*
|
$
|
18.01
|
|
|
$
|
20.55
|
|
|
Second
|
$
|
54.12
|
|
|
$
|
59.79
|
|
|
*Feb. 19, 2013
|
|
|
|
|||||
|
Third
|
$
|
43.70
|
|
|
$
|
55.40
|
|
|
|
|
|
|
|
||||
|
Fourth
|
$
|
35.30
|
|
|
$
|
45.85
|
|
|
|
|
|
|
|
Period
|
(a) Total Number of Shares Purchased
|
|
(b) Average Price Paid per Share
|
|
(c) Total Number of Shares Purchased as Part of Publicly Announced Program
|
|
(d) Approximate Dollar Value of Shares that May Yet Be Repurchased Under the Program
|
||||||
9/24/12 – 10/28/12
|
558,101
|
|
|
$
|
18.26
|
|
|
558,101
|
|
|
$
|
177,370,440
|
|
10/29/12 – 11/25/12
|
664,700
|
|
|
$
|
17.06
|
|
|
664,700
|
|
|
$
|
166,031,082
|
|
11/26/12 – 12/30/12
|
884,701
|
|
|
$
|
17.99
|
|
|
884,701
|
|
|
$
|
150,116,389
|
|
Total 4th Quarter 2012
|
2,107,502
|
|
|
$
|
17.77
|
|
|
2,107,502
|
|
|
$
|
150,116,389
|
|
|
2007
|
|
2008
|
|
2009
|
|
2010
|
|
2011
|
|
2012
|
||||||||||||
Gannett Co., Inc.
|
$
|
100
|
|
|
$
|
22.76
|
|
|
$
|
43.76
|
|
|
$
|
44.98
|
|
|
$
|
40.64
|
|
|
$
|
57.48
|
|
S&P 500 Index
|
$
|
100
|
|
|
$
|
63.00
|
|
|
$
|
79.67
|
|
|
$
|
91.68
|
|
|
$
|
93.61
|
|
|
$
|
108.59
|
|
Peer Group
|
$
|
100
|
|
|
$
|
45.72
|
|
|
$
|
70.02
|
|
|
$
|
75.90
|
|
|
$
|
80.79
|
|
|
$
|
110.71
|
|
•
|
Lower operating results in the U.S. and U.K. as ad revenue categories were affected by the impact of the soft economy on advertising demand, partially offset by an increase in circulation revenue at the company’s U.S. Community Publishing operations;
|
•
|
Strategic initiative spending in 2012 of $68 million primarily related to the roll out of the all-access content subscription model, digital relaunches and investments made to the company’s digital marketing service business;
|
•
|
Special charges for facility consolidation and asset impairment as well as workforce restructuring totaled $74 million in 2012 and $100 million in 2011;
|
•
|
Positive impact of a significant increase in digital revenue;
|
•
|
Positive impact of the extra week in 2012;
|
•
|
Higher pension expenses in 2012; and
|
•
|
A decrease in newsprint expense, primarily due to a decline in usage.
|
•
|
Lower operating results at most U.S. and U.K. properties as ad revenue categories were affected by the impact of the soft economy on advertising demand;
|
•
|
An increase in newsprint expense as a significant decline in usage was not sufficient to offset an increase in usage prices;
|
•
|
Higher charges in 2011 from workforce restructuring efforts and consolidations;
|
•
|
Positive impact of a significant increase in digital revenue; and
|
•
|
Positive impact of currency translation at a higher rate in 2011.
|
In millions of dollars
|
|||||||||||
|
2012
|
Change
|
2011
|
Change
|
2010
|
||||||
Revenues
|
$
|
719
|
|
5%
|
$
|
686
|
|
11%
|
$
|
618
|
|
Expenses
|
677
|
|
21%
|
561
|
|
5%
|
535
|
|
|||
Operating income
|
$
|
42
|
|
(67%)
|
$
|
125
|
|
50%
|
$
|
83
|
|
|
2012
|
2011
|
2010
|
Payroll and employee benefits
|
45.9%
|
46.8%
|
47.4%
|
Newsprint and other production material
|
11.2%
|
12.1%
|
12.0%
|
Discontinued Operations
|
|||
In thousands, except per share amounts
|
|||
|
2010
|
||
Loss from operation of discontinued operations, net of tax
|
$
|
(322
|
)
|
Per share – diluted
|
$
|
—
|
|
Gain on disposal of publishing businesses, net of tax
|
$
|
21,195
|
|
Per share – diluted
|
$
|
0.08
|
|
•
|
Workforce restructuring charges;
|
•
|
Non-cash facility consolidation expenses;
|
•
|
Non-cash asset impairment charges;
|
•
|
Incremental charges associated with the company’s former chairman and chief executive officer’s disability related retirement;
|
•
|
Pension settlement charges; and
|
•
|
Certain credits and charges to its income tax provision.
|
In millions of dollars
|
|||||||||||
|
2012
|
|
Change
|
2011
|
|
Change
|
2010
|
|
|||
Total non-operating (expense) income
(GAAP basis)
|
$
|
(119
|
)
|
(33%)
|
$
|
(178
|
)
|
16%
|
$
|
(154
|
)
|
Remove special items:
|
|
|
|
|
|
||||||
Investment charges
|
7
|
|
(77%)
|
30
|
|
***
|
3
|
|
|||
As adjusted
(non-GAAP basis)
|
$
|
(112
|
)
|
(24%)
|
$
|
(148
|
)
|
(2%)
|
$
|
(151
|
)
|
In millions of dollars
|
|||||||||
|
2012
|
2011
|
2010
(a)
|
||||||
Provision for income taxes as reported (GAAP basis)
|
$
|
195
|
|
$
|
153
|
|
$
|
244
|
|
Remove special items:
|
|
|
|
||||||
Workforce restructuring
|
16
|
|
28
|
|
5
|
|
|||
Facility consolidation and asset impairment charges
|
16
|
|
10
|
|
16
|
|
|||
Former Chairman and CEO incremental retirement charges
|
—
|
|
6
|
|
—
|
|
|||
Pension settlement charges
|
3
|
|
—
|
|
—
|
|
|||
Non-operating investment charges
|
3
|
|
12
|
|
1
|
|
|||
Prior year tax reserve adjustments, net
|
13
|
|
20
|
|
29
|
|
|||
Tax benefit of stock basis deduction
|
—
|
|
11
|
|
—
|
|
|||
Tax charge for health care legislation
|
—
|
|
—
|
|
(2
|
)
|
|||
As adjusted (non-GAAP basis)
|
$
|
246
|
|
$
|
240
|
|
$
|
292
|
|
As adjusted effective tax rate
(non-GAAP basis)
|
30.9
|
%
|
31.6
|
%
|
33.1
|
%
|
|||
(a) Numbers do not sum due to rounding
|
In millions of dollars
|
|||||||||||
|
2012
|
|
Change
|
2011
|
|
Change
|
2010
|
|
|||
Digital Segment operating expenses (GAAP basis)
|
$
|
677
|
|
21%
|
$
|
561
|
|
5%
|
$
|
535
|
|
Remove special items:
|
|
|
|
|
|
||||||
Workforce restructuring
|
—
|
|
—
|
—
|
|
***
|
(1
|
)
|
|||
Asset impairment charges
|
(90
|
)
|
***
|
—
|
|
***
|
(13
|
)
|
|||
As adjusted (non-GAAP basis)
|
$
|
587
|
|
5%
|
$
|
561
|
|
8%
|
$
|
521
|
|
Digital Segment operating income (GAAP basis)
|
$
|
42
|
|
(67%)
|
$
|
125
|
|
50%
|
$
|
83
|
|
Remove special items:
|
|
|
|
|
|
||||||
Workforce restructuring
|
—
|
|
—
|
—
|
|
***
|
1
|
|
|||
Asset impairment charges
|
90
|
|
***
|
—
|
|
***
|
13
|
|
|||
As adjusted
(non-GAAP basis)
|
$
|
132
|
|
5%
|
$
|
125
|
|
29%
|
$
|
97
|
|
In millions of dollars
|
|||||||||||
|
2012
|
|
Change
|
2011
(a)
|
|
Change
|
2010
(a)
|
|
|||
Broadcasting Segment operating expenses
(GAAP basis)
|
$
|
462
|
|
10%
|
$
|
420
|
|
(5%)
|
$
|
440
|
|
Remove special items:
|
|
|
|
|
|
||||||
Workforce restructuring
|
—
|
|
***
|
(1
|
)
|
—
|
(1
|
)
|
|||
Facility consolidation charges
|
—
|
|
***
|
—
|
|
***
|
(9
|
)
|
|||
As adjusted
(non-GAAP basis)
|
$
|
462
|
|
10%
|
$
|
420
|
|
(3%)
|
$
|
431
|
|
Broadcasting Segment operating income
(GAAP basis)
|
$
|
444
|
|
47%
|
$
|
302
|
|
(8%)
|
$
|
329
|
|
Remove special items:
|
|
|
|
|
|
||||||
Workforce restructuring
|
—
|
|
***
|
1
|
|
—
|
1
|
|
|||
Facility consolidation charges
|
—
|
|
—
|
—
|
|
***
|
9
|
|
|||
As adjusted
(non-GAAP basis)
|
$
|
444
|
|
47%
|
$
|
303
|
|
(11%)
|
$
|
339
|
|
(a) Numbers do not sum due to rounding
|
Working capital measurements
|
|||
|
2012
|
2011
|
2010
|
Current ratio
|
1.1-to-1
|
1.2-to-1
|
1.3-to-1
|
Accounts receivable turnover
|
7.8
|
7.4
|
7.4
|
Newsprint inventory turnover
|
6.1
|
5.7
|
5.1
|
In thousands of dollars
|
||||||
|
Dec. 30, 2012
|
Dec. 25, 2011
|
||||
Unsecured notes bearing fixed rate interest at 6.375% repaid April 2012
|
$
|
—
|
|
$
|
306,534
|
|
Borrowings under revolving credit agreements expiring September 2014
|
205,000
|
|
235,000
|
|
||
Unsecured notes bearing fixed rate interest at 8.75% due November 2014
|
248,376
|
|
247,609
|
|
||
Unsecured notes bearing fixed rate interest at 10% due June 2015
|
61,286
|
|
59,522
|
|
||
Unsecured notes bearing fixed rate interest at 6.375% due September 2015
|
248,497
|
|
247,995
|
|
||
Unsecured notes bearing fixed rate interest at 10% due April 2016
|
174,241
|
|
169,775
|
|
||
Unsecured notes bearing fixed rate interest at 9.375% due November 2017
|
247,547
|
|
247,168
|
|
||
Unsecured notes bearing fixed rate interest at 7.125% due September 2018
|
247,153
|
|
246,760
|
|
||
Total long-term debt
|
$
|
1,432,100
|
|
$
|
1,760,363
|
|
Contractual obligations
|
Payments due by period
|
||||||||||||||
In millions of dollars
|
Total
|
2013
|
2014-15
|
2016-17
|
Thereafter
|
||||||||||
Long-term debt (1)
|
$
|
1,847
|
|
$
|
105
|
|
$
|
952
|
|
$
|
528
|
|
$
|
262
|
|
Operating leases (2)
|
278
|
|
54
|
|
89
|
|
61
|
|
74
|
|
|||||
Purchase obligations (3)
|
186
|
|
79
|
|
66
|
|
25
|
|
16
|
|
|||||
Programming
contracts (4)
|
52
|
|
10
|
|
41
|
|
1
|
|
—
|
|
|||||
Other long-term
liabilities (5)
|
448
|
|
141
|
|
74
|
|
71
|
|
162
|
|
|||||
Total
|
$
|
2,811
|
|
$
|
389
|
|
$
|
1,222
|
|
$
|
686
|
|
$
|
514
|
|
(1)
|
See Note 7 to the Consolidated Financial Statements. The amounts included above include periodic interest payments. Interest payments are based on interest rates in effect at year-end.
|
(2)
|
See Note 12 to the Consolidated Financial Statements.
|
(3)
|
Includes purchase obligations related to printing contracts, capital projects, interactive marketing agreements, wire services and other legally binding commitments. Amounts which the company is liable for under purchase orders outstanding at Dec. 30, 2012, are reflected in the consolidated balance sheets as accounts payable and accrued liabilities and are excluded from the table above.
|
(4)
|
Programming contracts include television station commitments to purchase programming to be produced in future years.
|
(5)
|
Other long-term liabilities primarily consist of amounts expected to be paid related to under-funded postretirement benefit plans.
|
Cash dividends
|
Payment date
|
Per share
|
|||
2012
|
4th Quarter
|
Jan. 2, 2013
|
$
|
0.20
|
|
|
3rd Quarter
|
Oct. 1, 2012
|
$
|
0.20
|
|
|
2nd Quarter
|
July 2, 2012
|
$
|
0.20
|
|
|
1st Quarter
|
April 2, 2012
|
$
|
0.20
|
|
2011
|
4th Quarter
|
Jan. 3, 2012
|
$
|
0.08
|
|
|
3rd Quarter
|
Oct. 3, 2011
|
$
|
0.08
|
|
|
2nd Quarter
|
July 1, 2011
|
$
|
0.04
|
|
|
1st Quarter
|
April 1, 2011
|
$
|
0.04
|
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
|
Page
|
|
|
FINANCIAL STATEMENTS
|
|
|
|
OTHER INFORMATION
|
|
|
|
SUPPLEMENTARY DATA
|
|
|
|
FINANCIAL STATEMENT SCHEDULE
|
|
|
|
*
|
All other schedules prescribed under Regulation S-X are omitted because they are not applicable or not required.
|
GANNETT CO., INC.
CONSOLIDATED BALANCE SHEETS
|
||||||
In thousands of dollars
|
||||||
Assets
|
Dec. 30, 2012
|
Dec. 25, 2011
|
||||
Current assets
|
|
|
||||
Cash and cash equivalents
|
$
|
175,030
|
|
$
|
166,926
|
|
Trade receivables, less allowance for doubtful receivables of $22,006 and $34,646, respectively
|
678,845
|
|
693,194
|
|
||
Other receivables
|
20,162
|
|
17,247
|
|
||
Inventories
|
56,389
|
|
49,122
|
|
||
Deferred income taxes
|
15,840
|
|
22,771
|
|
||
Prepaid expenses and other current assets
|
108,946
|
|
106,631
|
|
||
Assets held for sale
|
17,508
|
|
19,654
|
|
||
Total current assets
|
1,072,720
|
|
1,075,545
|
|
||
Property, plant and equipment
|
|
|
||||
Land
|
148,518
|
|
170,002
|
|
||
Buildings and improvements
|
1,265,290
|
|
1,345,943
|
|
||
Machinery, equipment and fixtures
|
2,548,957
|
|
2,583,981
|
|
||
Construction in progress
|
10,184
|
|
6,755
|
|
||
Total
|
3,972,949
|
|
4,106,681
|
|
||
Less accumulated depreciation
|
(2,454,271
|
)
|
(2,466,454
|
)
|
||
Net property, plant and equipment
|
1,518,678
|
|
1,640,227
|
|
||
Intangible and other assets
|
|
|
||||
Goodwill
|
2,846,869
|
|
2,864,885
|
|
||
Indefinite-lived and amortizable intangible assets, less accumulated amortization of $221,231 and $188,333, respectively
|
499,913
|
|
502,195
|
|
||
Deferred income taxes
|
158,275
|
|
208,650
|
|
||
Investments and other assets
|
283,431
|
|
324,948
|
|
||
Total intangible and other assets
|
3,788,488
|
|
3,900,678
|
|
||
Total assets
|
$
|
6,379,886
|
|
$
|
6,616,450
|
|
|
|
|
GANNETT CO., INC.
CONSOLIDATED BALANCE SHEETS
|
||||||
In thousands of dollars
|
||||||
Liabilities and equity
|
Dec. 30, 2012
|
Dec. 25, 2011
|
||||
Current liabilities
|
|
|
||||
Accounts payable
|
|
|
||||
Trade
|
$
|
187,705
|
|
$
|
188,930
|
|
Other
|
24,128
|
|
27,045
|
|
||
Accrued liabilities
|
|
|
||||
Compensation
|
171,319
|
|
173,600
|
|
||
Interest
|
22,210
|
|
26,158
|
|
||
Other
|
208,811
|
|
232,176
|
|
||
Dividends payable
|
45,963
|
|
18,935
|
|
||
Income taxes
|
44,985
|
|
3,658
|
|
||
Deferred income
|
229,395
|
|
231,435
|
|
||
Total current liabilities
|
934,516
|
|
901,937
|
|
||
Income taxes
|
83,260
|
|
112,088
|
|
||
Long-term debt
|
1,432,100
|
|
1,760,363
|
|
||
Postretirement medical and life insurance liabilities
|
149,937
|
|
163,699
|
|
||
Pension liabilities
|
1,007,325
|
|
908,110
|
|
||
Other long-term liabilities
|
222,182
|
|
258,228
|
|
||
Total liabilities
|
3,829,320
|
|
4,104,425
|
|
||
Redeemable noncontrolling interest
|
10,654
|
|
—
|
|
||
Commitments and contingent liabilities (see Note 12)
|
|
|
||||
|
|
|
||||
Equity
|
|
|
||||
Gannett Co., Inc. shareholders’ equity
|
|
|
||||
Preferred stock, par value $1: Authorized, 2,000,000 shares: Issued, none
|
—
|
|
—
|
|
||
Common stock, par value $1: Authorized, 800,000,000 shares: Issued, 324,418,632 shares
|
324,419
|
|
324,419
|
|
||
Additional paid-in capital
|
567,515
|
|
617,727
|
|
||
Retained earnings
|
7,514,858
|
|
7,276,200
|
|
||
Accumulated other comprehensive loss
|
(701,141
|
)
|
(595,839
|
)
|
||
|
7,705,651
|
|
7,622,507
|
|
||
Less Treasury stock, 94,376,534 shares and 87,381,638 shares, respectively, at cost
|
(5,355,037
|
)
|
(5,294,616
|
)
|
||
Total Gannett Co., Inc. shareholders’ equity
|
2,350,614
|
|
2,327,891
|
|
||
Noncontrolling interests
|
189,298
|
|
184,134
|
|
||
Total equity
|
2,539,912
|
|
2,512,025
|
|
||
Total liabilities, redeemable noncontrolling interest and equity
|
$
|
6,379,886
|
|
$
|
6,616,450
|
|
GANNETT CO., INC.
CONSOLIDATED STATEMENTS OF INCOME
|
||||||||||
In thousands of dollars, except per share amounts
|
||||||||||
Fiscal year ended
|
|
Dec. 30, 2012
|
Dec. 25, 2011
|
Dec. 26, 2010
|
||||||
Net operating revenues
|
|
|
|
|||||||
Publishing advertising
|
$
|
2,355,922
|
|
$
|
2,511,025
|
|
$
|
2,710,524
|
|
|
Publishing circulation
|
1,117,042
|
|
1,063,890
|
|
1,086,702
|
|
||||
Digital
|
718,949
|
|
686,471
|
|
618,259
|
|
||||
Broadcasting
|
906,104
|
|
722,410
|
|
769,580
|
|
||||
All other
|
255,180
|
|
256,193
|
|
253,613
|
|
||||
Total
|
5,353,197
|
|
5,239,989
|
|
5,438,678
|
|
||||
Operating expenses
|
|
|
|
|||||||
Cost of sales and operating expenses, exclusive of depreciation
|
2,943,847
|
|
2,961,097
|
|
2,980,465
|
|
||||
Selling, general and administrative expenses, exclusive of depreciation
|
1,303,427
|
|
1,223,485
|
|
1,187,633
|
|
||||
Depreciation
|
160,746
|
|
165,739
|
|
182,514
|
|
||||
Amortization of intangible assets
|
33,293
|
|
31,634
|
|
31,362
|
|
||||
Facility consolidation and asset impairment charges (see Notes 3 and 4)
|
122,129
|
|
27,243
|
|
57,009
|
|
||||
Total
|
4,563,442
|
|
4,409,198
|
|
4,438,983
|
|
||||
Operating income
|
789,755
|
|
830,791
|
|
999,695
|
|
||||
Non-operating (expense) income
|
|
|
|
|||||||
Equity income in unconsolidated investees, net (see Notes 3 and 6)
|
22,387
|
|
8,197
|
|
19,140
|
|
||||
Interest expense
|
(150,469
|
)
|
(173,140
|
)
|
(172,986
|
)
|
||||
Other non-operating items
|
8,734
|
|
(12,921
|
)
|
111
|
|
||||
Total
|
(119,348
|
)
|
(177,864
|
)
|
(153,735
|
)
|
||||
Income before income taxes
|
670,407
|
|
652,927
|
|
845,960
|
|
||||
Provision for income taxes
|
195,400
|
|
152,800
|
|
244,013
|
|
||||
Income from continuing operations
|
475,007
|
|
500,127
|
|
601,947
|
|
||||
Loss from the operation of discontinued operations, net of tax
|
—
|
|
—
|
|
(322
|
)
|
||||
Gain on disposal of publishing businesses, net of tax
|
—
|
|
—
|
|
21,195
|
|
||||
Net income
|
475,007
|
|
500,127
|
|
622,820
|
|
||||
Net income attributable to noncontrolling interests
|
(50,727
|
)
|
(41,379
|
)
|
(34,619
|
)
|
||||
Net income attributable to Gannett Co., Inc.
|
$
|
424,280
|
|
$
|
458,748
|
|
$
|
588,201
|
|
|
|
|
|
|
|||||||
Income from continuing operations attributable to Gannett Co., Inc.
|
$
|
424,280
|
|
$
|
458,748
|
|
$
|
567,328
|
|
|
Loss from the operation of discontinued operations, net of tax
|
—
|
|
—
|
|
(322
|
)
|
||||
Gain on disposal of publishing businesses, net of tax
|
—
|
|
—
|
|
21,195
|
|
||||
Net income attributable to Gannett Co., Inc.
|
$
|
424,280
|
|
$
|
458,748
|
|
$
|
588,201
|
|
|
|
|
|
|
|||||||
Earnings from continuing operations per share—basic
|
$
|
1.83
|
|
$
|
1.92
|
|
$
|
2.38
|
|
|
Earnings from discontinued operations
|
|
|
|
|||||||
Discontinued operations per share—basic
|
—
|
|
—
|
|
—
|
|
||||
Gain on disposal of publishing businesses per share—basic
|
—
|
|
—
|
|
0.09
|
|
||||
Net income per share—basic
|
$
|
1.83
|
|
$
|
1.92
|
|
$
|
2.47
|
|
|
Earnings from continuing operations per share—diluted
|
$
|
1.79
|
|
$
|
1.89
|
|
$
|
2.35
|
|
|
Earnings from discontinued operations
|
|
|
|
|||||||
Discontinued operations per share—diluted
|
—
|
|
—
|
|
—
|
|
||||
Gain on disposal of publishing businesses per share—diluted
|
—
|
|
—
|
|
0.08
|
|
||||
Net income per share—diluted
|
$
|
1.79
|
|
$
|
1.89
|
|
$
|
2.43
|
|
GANNETT CO., INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
|
||||||||||
In thousands of dollars
|
||||||||||
Fiscal year ended
|
Dec. 30, 2012
|
|
Dec. 25, 2011
|
|
Dec. 26, 2010
|
|
||||
Net income
|
$
|
475,007
|
|
$
|
500,127
|
|
$
|
622,820
|
|
|
Redeemable noncontrolling interest
(income not available to shareholders)
|
(254
|
)
|
(973
|
)
|
(5,872
|
)
|
||||
Other comprehensive income (loss), before tax:
|
|
|
|
|||||||
Foreign currency translation adjustments
|
18,107
|
|
5,342
|
|
(21,527
|
)
|
||||
Pension and other postretirement benefit items:
|
|
|
|
|||||||
Actuarial loss:
|
|
|
|
|||||||
Actuarial loss arising during the period
|
(230,799
|
)
|
(403,495
|
)
|
(106,095
|
)
|
||||
Amortization of actuarial loss
|
55,372
|
|
43,345
|
|
51,819
|
|
||||
Prior service cost:
|
|
|
|
|||||||
Change in prior service (costs) credit
|
—
|
|
(1,297
|
)
|
677
|
|
||||
Amortization of prior service credit
|
(11,501
|
)
|
(11,930
|
)
|
(12,646
|
)
|
||||
Other
|
(3,429
|
)
|
(295
|
)
|
21,359
|
|
||||
Pension and other postretirement benefit items
|
(190,357
|
)
|
(373,672
|
)
|
(44,886
|
)
|
||||
Other
|
1,791
|
|
(5,469
|
)
|
(2,488
|
)
|
||||
Other comprehensive loss before tax
|
(170,459
|
)
|
(373,799
|
)
|
(68,901
|
)
|
||||
Income tax effect related to components of other comprehensive loss
|
66,948
|
|
140,182
|
|
17,606
|
|
||||
Other comprehensive loss, net of tax
|
(103,511
|
)
|
(233,617
|
)
|
(51,295
|
)
|
||||
Comprehensive income
|
371,242
|
|
265,537
|
|
565,653
|
|
||||
Comprehensive income attributable to noncontrolling interests, net of tax
|
52,264
|
|
37,294
|
|
25,954
|
|
||||
Comprehensive income attributable to Gannett Co., Inc.
|
$
|
318,978
|
|
$
|
228,243
|
|
$
|
539,699
|
|
In thousands of dollars
|
|
|
|
|
||||||
Fiscal year ended
|
|
Dec. 30, 2012
|
Dec. 25, 2011
|
Dec. 26, 2010
|
||||||
Cash flows from operating activities
|
|
|
|
|||||||
Net income
|
$
|
475,007
|
|
$
|
500,127
|
|
$
|
622,820
|
|
|
Adjustments to reconcile net income to operating cash flows:
|
|
|
|
|||||||
Gain on sale of discontinued operations, net of tax
|
—
|
|
—
|
|
(21,195
|
)
|
||||
Depreciation
|
160,746
|
|
165,739
|
|
183,322
|
|
||||
Amortization of intangible assets
|
33,293
|
|
31,634
|
|
31,362
|
|
||||
Facility consolidation and asset impairment charges (see Notes 3 and 4)
|
122,129
|
|
41,772
|
|
57,009
|
|
||||
Stock-based compensation — equity awards
|
26,608
|
|
28,003
|
|
32,707
|
|
||||
Provision for deferred income taxes
|
122,700
|
|
97,500
|
|
150,363
|
|
||||
Pension expense, net of pension contributions
|
(95,377
|
)
|
(42,330
|
)
|
(124,864
|
)
|
||||
Equity income in unconsolidated investees, net (see Notes 3 and 6)
|
(22,387
|
)
|
(8,197
|
)
|
(19,140
|
)
|
||||
Other, net, including gains on asset sales
|
(36,056
|
)
|
(1,639
|
)
|
(3,996
|
)
|
||||
Decrease in trade receivables
|
35,799
|
|
33,464
|
|
34,909
|
|
||||
Decrease (increase) in other receivables
|
6,200
|
|
12,273
|
|
(5,182
|
)
|
||||
Decrease (increase) in inventories
|
(7,167
|
)
|
22,932
|
|
(10,434
|
)
|
||||
Decrease in accounts payable
|
(3,284
|
)
|
(12,614
|
)
|
(15,199
|
)
|
||||
Increase (decrease) in interest and taxes payable
|
853
|
|
(57,173
|
)
|
(98,270
|
)
|
||||
Increase (decrease) in deferred income
|
(5,294
|
)
|
4,595
|
|
4,745
|
|
||||
Change in other assets and liabilities, net
|
(57,030
|
)
|
(1,950
|
)
|
(46,073
|
)
|
||||
Net cash flow from operating activities
|
756,740
|
|
814,136
|
|
772,884
|
|
||||
Cash flows from investing activities
|
|
|
|
|||||||
Purchase of property, plant and equipment
|
(91,874
|
)
|
(72,451
|
)
|
(69,070
|
)
|
||||
Payments for acquisitions, net of cash acquired
|
(67,244
|
)
|
(23,020
|
)
|
(15,164
|
)
|
||||
Payments for investments
|
(2,501
|
)
|
(19,406
|
)
|
(10,984
|
)
|
||||
Proceeds from investments
|
35,629
|
|
52,982
|
|
45,478
|
|
||||
Proceeds from sale of certain assets, including discontinued operations in 2010
|
39,009
|
|
36,976
|
|
112,706
|
|
||||
Net cash (used for) provided by investing activities
|
(86,981
|
)
|
(24,919
|
)
|
62,966
|
|
||||
Cash flows from financing activities
|
|
|
|
|||||||
Proceeds from (payments of) borrowings under revolving credit facilities
|
(30,000
|
)
|
14,000
|
|
(1,160,000
|
)
|
||||
Proceeds from issuance of long-term debt
|
—
|
|
—
|
|
493,743
|
|
||||
Payments of unsecured floating rate term loan
|
—
|
|
(180,000
|
)
|
—
|
|
||||
Payments of unsecured fixed rate notes and other indebtedness
|
(306,571
|
)
|
(433,432
|
)
|
(50,000
|
)
|
||||
Dividends paid
|
(158,822
|
)
|
(47,946
|
)
|
(38,216
|
)
|
||||
Cost of common shares repurchased
|
(153,948
|
)
|
(53,037
|
)
|
—
|
|
||||
Proceeds from issuance of common stock upon exercise of stock options
|
33,748
|
|
3,609
|
|
3,214
|
|
||||
Repurchase of and distributions to noncontrolling membership interests
|
(47,100
|
)
|
(108,691
|
)
|
—
|
|
||||
Deferred payments for acquisitions
|
(1,027
|
)
|
—
|
|
—
|
|
||||
Net cash used for financing activities
|
(663,720
|
)
|
(805,497
|
)
|
(751,259
|
)
|
||||
Effect of currency exchange rate change
|
2,065
|
|
192
|
|
(372
|
)
|
||||
Increase (decrease) in cash and cash equivalents
|
8,104
|
|
(16,088
|
)
|
84,219
|
|
||||
Balance of cash and cash equivalents at beginning of year
|
166,926
|
|
183,014
|
|
98,795
|
|
||||
Balance of cash and cash equivalents at end of year
|
$
|
175,030
|
|
$
|
166,926
|
|
$
|
183,014
|
|
GANNETT CO., INC.
CONSOLIDATED STATEMENTS OF EQUITY
|
||||||||||||||||||||||
In thousands of dollars
|
|
Gannett Co., Inc. Shareholders’ Equity
|
|
|
||||||||||||||||||
Fiscal years ended Dec. 26, 2010, Dec. 25, 2011, and Dec. 30, 2012
|
|
Common
stock
$1 par
value
|
Additional
paid-in
capital
|
Retained
earnings
|
Accumulated
other
comprehensive
income (loss)
|
Treasury
stock
|
Noncontrolling
Interests
|
Total
|
||||||||||||||
Balance: Dec. 27, 2009
|
$
|
324,419
|
|
$
|
629,714
|
|
$
|
6,324,586
|
|
$
|
(316,832
|
)
|
$
|
(5,357,962
|
)
|
$
|
143,550
|
|
$
|
1,747,475
|
|
|
Net income, 2010
|
|
|
588,201
|
|
|
|
34,619
|
|
622,820
|
|
||||||||||||
Redeemable noncontrolling interest
|
|
|
|
|
|
(5,872
|
)
|
(5,872
|
)
|
|||||||||||||
Other comprehensive income, net of tax
|
|
|
|
(48,502
|
)
|
|
(2,793
|
)
|
(51,295
|
)
|
||||||||||||
Total comprehensive income
|
|
|
|
|
|
|
565,653
|
|
||||||||||||||
Dividends declared, 2010: $0.16 per share
|
|
|
(38,146
|
)
|
|
|
|
(38,146
|
)
|
|||||||||||||
Acquisitions/dispositions
|
|
|
|
|
|
815
|
|
815
|
|
|||||||||||||
Stock options exercised
|
|
(6,153
|
)
|
|
|
8,131
|
|
|
1,978
|
|
||||||||||||
Stock-based compensation
|
|
32,707
|
|
|
|
|
|
32,707
|
|
|||||||||||||
401(k) match
|
|
(22,227
|
)
|
|
|
45,094
|
|
|
22,867
|
|
||||||||||||
Tax benefit derived from stock awards settled
|
|
1,236
|
|
|
|
|
|
1,236
|
|
|||||||||||||
Other treasury stock activity
|
|
(4,961
|
)
|
|
|
4,449
|
|
|
(512
|
)
|
||||||||||||
Balance: Dec. 26, 2010
|
$
|
324,419
|
|
$
|
630,316
|
|
$
|
6,874,641
|
|
$
|
(365,334
|
)
|
$
|
(5,300,288
|
)
|
$
|
170,319
|
|
$
|
2,334,073
|
|
|
Net income, 2011
|
|
|
458,748
|
|
|
|
41,379
|
|
500,127
|
|
||||||||||||
Redeemable noncontrolling interest
|
|
|
|
|
|
(973
|
)
|
(973
|
)
|
|||||||||||||
Other comprehensive loss, net of tax
|
|
|
|
(230,505
|
)
|
|
(3,112
|
)
|
(233,617
|
)
|
||||||||||||
Total comprehensive income
|
|
|
|
|
|
|
265,537
|
|
||||||||||||||
Dividends declared, 2011: $0.24 per share
|
|
|
(57,189
|
)
|
|
|
|
(57,189
|
)
|
|||||||||||||
Distributions to noncontrolling membership shareholders
|
|
|
|
|
|
(23,542
|
)
|
(23,542
|
)
|
|||||||||||||
Treasury stock acquired
|
|
|
|
|
(53,037
|
)
|
|
(53,037
|
)
|
|||||||||||||
Stock options exercised
|
|
(7,294
|
)
|
|
|
9,646
|
|
|
2,352
|
|
||||||||||||
Stock-based compensation
|
|
28,003
|
|
|
|
|
|
28,003
|
|
|||||||||||||
401(k) match
|
|
(24,714
|
)
|
|
|
41,341
|
|
|
16,627
|
|
||||||||||||
Tax benefit derived from stock awards settled
|
|
1,257
|
|
|
|
|
|
1,257
|
|
|||||||||||||
Other treasury stock activity
|
|
(9,841
|
)
|
|
|
7,722
|
|
63
|
|
(2,056
|
)
|
|||||||||||
Balance: Dec. 25, 2011
|
$
|
324,419
|
|
$
|
617,727
|
|
$
|
7,276,200
|
|
$
|
(595,839
|
)
|
$
|
(5,294,616
|
)
|
$
|
184,134
|
|
$
|
2,512,025
|
|
|
Net income, 2012
|
|
|
424,280
|
|
|
|
50,727
|
|
475,007
|
|
||||||||||||
Redeemable noncontrolling interest
|
|
|
|
|
|
(254
|
)
|
(254
|
)
|
|||||||||||||
Other comprehensive (loss) income, net of tax
|
|
|
|
(105,302
|
)
|
|
1,791
|
|
(103,511
|
)
|
||||||||||||
Total comprehensive income
|
|
|
|
|
|
|
371,242
|
|
||||||||||||||
Dividends declared, 2012: $0.80 per share
|
|
|
(185,622
|
)
|
|
|
|
(185,622
|
)
|
|||||||||||||
Distributions to noncontrolling membership shareholders
|
|
|
|
|
|
(47,100
|
)
|
(47,100
|
)
|
|||||||||||||
Treasury stock acquired
|
|
|
|
|
(153,948
|
)
|
|
(153,948
|
)
|
|||||||||||||
Stock options exercised
|
|
(42,282
|
)
|
|
|
66,787
|
|
|
24,505
|
|
||||||||||||
Restricted stock awards settled
|
|
(32,860
|
)
|
|
|
25,890
|
|
|
(6,970
|
)
|
||||||||||||
Stock-based compensation
|
|
26,608
|
|
|
|
|
|
26,608
|
|
|||||||||||||
Tax benefit derived from stock awards settled
|
|
9,243
|
|
|
|
|
|
9,243
|
|
|||||||||||||
Other treasury stock activity
|
|
(10,921
|
)
|
|
|
850
|
|
|
|
(10,071
|
)
|
|||||||||||
Balance: Dec. 30, 2012
|
$
|
324,419
|
|
$
|
567,515
|
|
$
|
7,514,858
|
|
$
|
(701,141
|
)
|
$
|
(5,355,037
|
)
|
$
|
189,298
|
|
$
|
2,539,912
|
|
In thousands, except per share amounts
|
|||||||||
|
2012
|
||||||||
|
Pre-Tax
Amount
|
After-Tax
Amount |
Per Share Amount
(a)
|
||||||
Facility consolidation and asset impairment charges:
|
|||||||||
Goodwill - Digital
|
$
|
90,053
|
|
$
|
86,553
|
|
$
|
0.37
|
|
Property, plant and equipment - Publishing
|
29,520
|
|
17,920
|
|
0.08
|
|
|||
Other - Publishing
|
2,556
|
|
1,656
|
|
0.01
|
|
|||
Total facility consolidation and asset impairment charges against operations
|
122,129
|
|
106,129
|
|
0.45
|
|
|||
Non-operating charges:
|
|
|
|
||||||
Equity method investments
|
7,036
|
|
4,336
|
|
0.02
|
|
|||
Total charges
|
$
|
129,165
|
|
$
|
110,465
|
|
$
|
0.47
|
|
In thousands of dollars
|
|||||||||
|
Gross
|
Accumulated
Amortization
|
Net
|
||||||
Dec. 30, 2012
|
|
|
|
||||||
Goodwill
|
$
|
2,846,869
|
|
$
|
—
|
|
$
|
2,846,869
|
|
Indefinite-lived intangibles:
|
|
|
|
||||||
Mastheads and trade names
|
95,308
|
|
—
|
|
95,308
|
|
|||
Television station FCC licenses
|
255,304
|
|
—
|
|
255,304
|
|
|||
Amortizable intangible assets:
|
|
|
|
||||||
Customer relationships
|
313,567
|
|
197,300
|
|
116,267
|
|
|||
Other
|
56,965
|
|
23,931
|
|
33,034
|
|
|||
Total
|
$
|
3,568,013
|
|
$
|
221,231
|
|
$
|
3,346,782
|
|
Dec. 25, 2011
|
|
|
|
||||||
Goodwill
|
$
|
2,864,885
|
|
$
|
—
|
|
$
|
2,864,885
|
|
Indefinite-lived intangibles:
|
|
|
|
||||||
Mastheads and trade names
|
93,163
|
|
—
|
|
93,163
|
|
|||
Television station FCC licenses
|
255,304
|
|
—
|
|
255,304
|
|
|||
Amortizable intangible assets:
|
|
|
|
||||||
Customer relationships
|
298,437
|
|
169,499
|
|
128,938
|
|
|||
Other
|
43,624
|
|
18,834
|
|
24,790
|
|
|||
Total
|
$
|
3,555,413
|
|
$
|
188,333
|
|
$
|
3,367,080
|
|
In thousands of dollars
|
|||||||||
|
2012
|
2011
|
2010
|
||||||
Income taxes
|
$
|
81,559
|
|
$
|
135,051
|
|
$
|
195,253
|
|
Interest
|
$
|
138,906
|
|
$
|
161,960
|
|
$
|
171,537
|
|
|
% Owned
|
Wanderful Media, LLC
|
11.36%
|
Ponderay Newsprint Company
|
13.50%
|
Pearl, LLC
|
16.20%
|
Garnet Media
|
18.10%
|
California Newspapers Partnership
|
19.49%
|
4Info
|
23.49%
|
Classified Ventures
|
23.60%
|
Livestream
|
26.60%
|
HotelMe, LLC
|
32.14%
|
Homefinder.com
|
33.33%
|
Topix
|
33.71%
|
Texas-New Mexico Newspapers Partnership
|
40.64%
|
Tucson Newspaper Partnership
|
50.00%
|
In thousands of dollars
|
|
|
||||
|
Dec. 30, 2012
|
Dec. 25, 2011
|
||||
Unsecured notes bearing fixed rate interest at 6.375% repaid April 2012
|
$
|
—
|
|
$
|
306,534
|
|
Borrowings under revolving credit agreements expiring September 2014
|
205,000
|
|
235,000
|
|
||
Unsecured notes bearing fixed rate interest at 8.75% due November 2014
|
248,376
|
|
247,609
|
|
||
Unsecured notes bearing fixed rate interest at 10% due June 2015
|
61,286
|
|
59,522
|
|
||
Unsecured notes bearing fixed rate interest at 6.375% due September 2015
|
248,497
|
|
247,995
|
|
||
Unsecured notes bearing fixed rate interest at 10% due April 2016
|
174,241
|
|
169,775
|
|
||
Unsecured notes bearing fixed rate interest at 9.375% due November 2017
|
247,547
|
|
247,168
|
|
||
Unsecured notes bearing fixed rate interest at 7.125% due September 2018
|
247,153
|
|
246,760
|
|
||
Total long-term debt
|
$
|
1,432,100
|
|
$
|
1,760,363
|
|
In thousands of dollars
|
|||||||||
|
2012
|
2011
|
2010
|
||||||
Service cost—benefits earned during the period
|
$
|
7,545
|
|
$
|
7,833
|
|
$
|
14,829
|
|
Interest cost on benefit obligation
|
155,376
|
|
171,339
|
|
176,738
|
|
|||
Expected return on plan assets
|
(189,863
|
)
|
(211,659
|
)
|
(191,614
|
)
|
|||
Amortization of prior service costs
|
7,689
|
|
7,580
|
|
6,731
|
|
|||
Amortization of actuarial loss
|
53,429
|
|
37,901
|
|
46,870
|
|
|||
Pension expense for company-sponsored retirement plans
|
34,176
|
|
12,994
|
|
53,554
|
|
|||
Curtailment gains
|
—
|
|
—
|
|
(3,840
|
)
|
|||
Settlement and special termination benefit charge
|
7,946
|
|
1,068
|
|
—
|
|
|||
Total pension cost
|
$
|
42,122
|
|
$
|
14,062
|
|
$
|
49,714
|
|
In thousands of dollars
|
||||||
|
Dec. 30, 2012
|
Dec. 25, 2011
|
||||
Change in benefit obligations
|
|
|
||||
Benefit obligations at beginning of year
|
$
|
3,351,494
|
|
$
|
3,217,877
|
|
Service cost
|
7,545
|
|
7,833
|
|
||
Interest cost
|
155,376
|
|
171,339
|
|
||
Plan amendments
|
—
|
|
1,297
|
|
||
Plan participants’ contributions
|
7
|
|
3,885
|
|
||
Actuarial loss
|
300,525
|
|
182,789
|
|
||
Foreign currency translation
|
27,526
|
|
5,740
|
|
||
Gross benefits paid
|
(245,899
|
)
|
(240,334
|
)
|
||
Special termination benefit
|
—
|
|
1,068
|
|
||
Settlements
|
(23,489
|
)
|
—
|
|
||
Benefit obligations at end of year
|
$
|
3,573,085
|
|
$
|
3,351,494
|
|
Change in plan assets
|
|
|
||||
Fair value of plan assets at beginning of year
|
$
|
2,408,768
|
|
$
|
2,588,728
|
|
Actual return on plan assets
|
254,225
|
|
(6,537
|
)
|
||
Plan participants’ contributions
|
7
|
|
3,885
|
|
||
Employer contributions
|
137,499
|
|
56,392
|
|
||
Gross benefits paid
|
(245,899
|
)
|
(240,334
|
)
|
||
Settlements
|
(23,489
|
)
|
—
|
|
||
Foreign currency translation
|
21,205
|
|
6,634
|
|
||
Fair value of plan assets at end of year
|
$
|
2,552,316
|
|
$
|
2,408,768
|
|
Funded status at end of year
|
$
|
(1,020,769
|
)
|
$
|
(942,726
|
)
|
Amounts recognized in Consolidated Balance Sheets
|
||||||
Accrued benefit cost—current
|
$
|
(13,444
|
)
|
$
|
(34,616
|
)
|
Accrued benefit cost—long-term
|
$
|
(1,007,325
|
)
|
$
|
(908,110
|
)
|
In thousands of dollars
|
|||
|
2012
|
||
Current year actuarial loss
|
$
|
(236,163
|
)
|
Amortization of actuarial loss
|
53,429
|
|
|
Amortization of prior service costs
|
7,689
|
|
|
Actuarial gain due to settlement
|
7,946
|
|
|
Currency loss
|
(11,585
|
)
|
|
Total
|
$
|
(178,684
|
)
|
|
2012
|
2011
|
2010
|
Discount rate
|
4.83%
|
5.49%
|
5.88%
|
Expected return on plan assets
|
8.25%
|
8.75%
|
8.75%
|
Rate of compensation increase
|
2.96%
|
2.95%
|
2.88%
|
|
Dec. 30, 2012
|
Dec. 25, 2011
|
Discount rate
|
4.08%
|
4.86%
|
Rate of compensation increase
|
2.97%
|
2.96%
|
•
|
The company plays no part in the management of plan investments or any other aspect of plan administration.
|
•
|
Assets contributed to the multi-employer 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 the company chooses to stop participating in some of its multi-employer plans, the company may be required to pay those plans an amount based on the unfunded status of the plan, referred to as withdrawal liability.
|
In thousands of dollars
|
|||||||||
|
2012
|
2011
|
2010
|
||||||
Service cost – benefits earned during the period
|
$
|
545
|
|
$
|
611
|
|
$
|
713
|
|
Interest cost on net benefit obligation
|
7,744
|
|
9,205
|
|
10,606
|
|
|||
Amortization of prior service credit
|
(19,190
|
)
|
(19,510
|
)
|
(19,377
|
)
|
|||
Amortization of actuarial loss
|
1,943
|
|
5,444
|
|
4,949
|
|
|||
Net periodic postretirement benefit
|
$
|
(8,958
|
)
|
$
|
(4,250
|
)
|
$
|
(3,109
|
)
|
In thousands of dollars
|
||||||
|
Dec. 30, 2012
|
Dec. 25, 2011
|
||||
Change in benefit obligations
|
|
|
||||
Net benefit obligations at beginning of year
|
$
|
184,131
|
|
$
|
191,282
|
|
Service cost
|
545
|
|
611
|
|
||
Interest cost
|
7,744
|
|
9,205
|
|
||
Plan participants’ contributions
|
10,362
|
|
10,896
|
|
||
Actuarial (gain) loss
|
(5,877
|
)
|
2,482
|
|
||
Gross benefits paid
|
(29,245
|
)
|
(32,386
|
)
|
||
Federal subsidy on benefits paid
|
1,932
|
|
2,041
|
|
||
Net benefit obligations at end of year
|
$
|
169,592
|
|
$
|
184,131
|
|
Change in plan assets
|
|
|
||||
Fair value of plan assets at beginning of year
|
$
|
—
|
|
$
|
—
|
|
Employer contributions
|
18,883
|
|
21,490
|
|
||
Plan participants’ contributions
|
10,362
|
|
10,896
|
|
||
Gross benefits paid
|
(29,245
|
)
|
(32,386
|
)
|
||
Fair value of plan assets at end of year
|
$
|
—
|
|
$
|
—
|
|
Benefit obligation at end of year
|
$
|
169,592
|
|
$
|
184,131
|
|
Accrued postretirement benefit cost:
|
|
|
||||
Current
|
$
|
19,655
|
|
$
|
20,432
|
|
Noncurrent
|
$
|
149,937
|
|
$
|
163,699
|
|
In thousands of dollars
|
|||
|
2012
|
||
Current year actuarial gain
|
$
|
5,364
|
|
Amortization of actuarial loss
|
1,943
|
|
|
Amortization of prior service credit
|
(19,190
|
)
|
|
Total
|
$
|
(11,883
|
)
|
|
2012
|
2011
|
2010
|
|||
Discount rate
|
4.75
|
%
|
5.30
|
%
|
5.80
|
%
|
Health care cost trend rate assumed for next year
|
6.50
|
%
|
6.50
|
%
|
6.50
|
%
|
Ultimate trend rate
|
5.00
|
%
|
5.00
|
%
|
5.00
|
%
|
Year that ultimate trend rate is reached
|
2016
|
|
2015
|
|
2014
|
|
|
Dec. 30, 2012
|
Dec. 25, 2011
|
||
Discount rate
|
3.80
|
%
|
4.75
|
%
|
Health care cost trend rate assumed for
next year
|
6.50
|
%
|
6.50
|
%
|
Ultimate trend rate
|
5.00
|
%
|
5.00
|
%
|
Year that ultimate trend rate is reached
|
2016
|
|
2015
|
|
In thousands of dollars
|
Benefit Payments
|
Subsidy Benefits
|
||||
2013
|
$
|
19,655
|
|
$
|
4,360
|
|
2014
|
$
|
19,154
|
|
$
|
3,626
|
|
2015
|
$
|
18,559
|
|
$
|
3,592
|
|
2016
|
$
|
17,751
|
|
$
|
3,501
|
|
2017
|
$
|
16,927
|
|
$
|
3,439
|
|
2018-2022
|
$
|
69,422
|
|
$
|
15,361
|
|
In thousands of dollars
|
|||||||||
2012
|
Current
|
Deferred
|
Total
|
||||||
Federal
|
$
|
82,200
|
|
$
|
106,000
|
|
$
|
188,200
|
|
State and other
|
(2,600
|
)
|
17,100
|
|
14,500
|
|
|||
Foreign
|
(6,900
|
)
|
(400
|
)
|
(7,300
|
)
|
|||
Total
|
$
|
72,700
|
|
$
|
122,700
|
|
$
|
195,400
|
|
|
2012
|
2011
|
2010
|
|||
U.S. statutory tax rate
|
35.0
|
%
|
35.0
|
%
|
35.0
|
%
|
Increase (decrease) in taxes resulting from:
|
|
|
|
|||
Non-deductible goodwill impairment
|
5.2
|
|
—
|
|
0.6
|
|
State/other income taxes net of federal income tax
|
2.2
|
|
3.0
|
|
3.5
|
|
Statutory rate differential and permanent differences in earnings in foreign jurisdictions
|
(5.6
|
)
|
(5.4
|
)
|
(2.7
|
)
|
Audit resolutions
|
(4.6
|
)
|
(4.2
|
)
|
—
|
|
Permanent stock basis deductions
|
—
|
|
(1.8
|
)
|
—
|
|
Lapse of statutes of limitations net of federal income tax
|
(1.8
|
)
|
(1.6
|
)
|
(7.2
|
)
|
Other, net
|
1.1
|
|
—
|
|
0.9
|
|
Effective tax rate
|
31.5
|
%
|
25.0
|
%
|
30.1
|
%
|
In thousands of dollars
|
||||||
|
Dec. 30, 2012
|
Dec. 25, 2011
|
||||
Liabilities
|
|
|
||||
Accelerated depreciation
|
$
|
255,612
|
|
$
|
295,391
|
|
Accelerated amortization of deductible intangibles
|
174,229
|
|
121,679
|
|
||
Other
|
26,989
|
|
29,890
|
|
||
Total deferred tax liabilities
|
456,830
|
|
446,960
|
|
||
Assets
|
|
|
||||
Accrued compensation costs
|
77,684
|
|
97,532
|
|
||
Pension
|
368,803
|
|
346,000
|
|
||
Postretirement medical and life
|
65,573
|
|
71,674
|
|
||
Federal tax benefits of uncertain state tax positions
|
31,002
|
|
43,631
|
|
||
Partnership investments including impairments
|
39,542
|
|
52,344
|
|
||
Loss carryforwards
|
58,596
|
|
44,452
|
|
||
Other
|
66,164
|
|
77,035
|
|
||
Total deferred tax assets
|
707,364
|
|
732,668
|
|
||
Valuation allowance
|
76,419
|
|
54,287
|
|
||
Total net deferred tax assets
|
$
|
174,115
|
|
$
|
231,421
|
|
Amounts recognized in Consolidated Balance Sheet
|
||||||
Net current deferred tax assets
|
$
|
15,840
|
|
$
|
22,771
|
|
Net long-term deferred tax assets
|
$
|
158,275
|
|
$
|
208,650
|
|
In thousands of dollars
|
||||||
|
Dec. 30, 2012
|
Dec. 25, 2011
|
||||
Change in unrecognized tax benefits
|
|
|
||||
Balance at beginning of year
|
$
|
110,282
|
|
$
|
153,531
|
|
Additions based on tax positions related to the current year
|
9,093
|
|
10,958
|
|
||
Additions for tax positions of prior years
|
11,929
|
|
17,009
|
|
||
Reductions for tax positions of prior years
|
(30,110
|
)
|
(44,155
|
)
|
||
Settlements
|
(7,857
|
)
|
(15,618
|
)
|
||
Reductions due to lapse of statutes of limitations
|
(7,157
|
)
|
(11,443
|
)
|
||
Balance at end of year
|
$
|
86,180
|
|
$
|
110,282
|
|
In thousands, except per share amounts
|
|||||||||
|
2012
|
2011
|
2010
|
||||||
Net income attributable to
Gannett Co., Inc.
|
$
|
424,280
|
|
$
|
458,748
|
|
$
|
588,201
|
|
Weighted average number of common shares outstanding (basic)
|
232,327
|
|
239,228
|
|
238,230
|
|
|||
Effect of dilutive securities
|
|
|
|
||||||
Stock options
|
867
|
|
1,189
|
|
1,354
|
|
|||
Restricted stock
|
2,552
|
|
2,147
|
|
1,720
|
|
|||
Performance Shares
|
944
|
|
—
|
|
—
|
|
|||
401(k) employer match
|
—
|
|
204
|
|
301
|
|
|||
Weighted average number of common shares outstanding (diluted)
|
236,690
|
|
242,768
|
|
241,605
|
|
|||
Earnings per share (basic)
|
$
|
1.83
|
|
$
|
1.92
|
|
$
|
2.47
|
|
Earnings per share (diluted)
|
$
|
1.79
|
|
$
|
1.89
|
|
$
|
2.43
|
|
Stock Options Granted During
|
2012
|
2011
|
2010
|
Average expected term
|
4.5 yrs.
|
4.5 yrs.
|
4.5 yrs.
|
Expected volatility
|
65.74 - 66.95%
|
62.46 - 64.39%
|
59.41 - 62.24%
|
Weighted average volatility
|
66.56%
|
62.54%
|
61.01%
|
Risk-free interest rates
|
0.84%
|
0.87 - 2.21%
|
1.51 - 2.65%
|
Expected dividend yield
|
5.00%
|
1.00 - 2.00%
|
1.00%
|
Weighted average expected dividend
|
5.00%
|
1.06%
|
1.00%
|
Performance Shares Granted During
|
2012
|
2011
|
2010
|
Expected term
|
3 yrs.
|
—
|
—
|
Expected volatility
|
69.47%
|
—
|
—
|
Risk-free interest rate
|
0.41%
|
—
|
—
|
Expected dividend yield
|
2.39%
|
—
|
—
|
2012 Stock Option Activity
|
Shares
|
Weighted
average
exercise
price
|
Weighted
average
remaining
contractual
term
(in years)
|
Aggregate
intrinsic
value
|
||||||
Outstanding at beginning of year
|
20,340,291
|
|
$
|
47.66
|
|
3.5
|
$
|
17,184,761
|
|
|
Granted
|
109,699
|
|
$
|
14.33
|
|
|
|
|||
Exercised
|
(2,716,637
|
)
|
$
|
9.38
|
|
|
|
|||
Canceled/Expired
|
(6,389,335
|
)
|
$
|
70.76
|
|
|
|
|||
Outstanding at end of year
|
11,344,018
|
|
$
|
43.50
|
|
3.2
|
$
|
16,902,892
|
|
|
Options exercisable at year end
|
8,942,897
|
|
$
|
51.35
|
|
2.6
|
$
|
8,845,944
|
|
|
Weighted average grant date fair value of options granted during the year
|
$
|
5.43
|
|
|
|
|
2011 Stock Option Activity
|
Shares
|
Weighted
average
exercise
price
|
Weighted
average
remaining
contractual
term
(in years)
|
Aggregate
intrinsic
value
|
||||||
Outstanding at beginning of year
|
23,649,290
|
|
$
|
52.08
|
|
3.9
|
$
|
28,819,223
|
|
|
Granted
|
1,333,597
|
|
$
|
15.79
|
|
|
|
|||
Exercised
|
(496,749
|
)
|
$
|
5.71
|
|
|
|
|||
Canceled/Expired
|
(4,145,847
|
)
|
$
|
67.61
|
|
|
|
|||
Outstanding at end of year
|
20,340,291
|
|
$
|
47.66
|
|
3.5
|
$
|
17,184,761
|
|
|
Options exercisable at year end
|
15,857,692
|
|
$
|
57.26
|
|
2.7
|
$
|
10,644,474
|
|
|
Weighted average grant date fair value of options granted during the year
|
$
|
7.63
|
|
|
|
|
2010 Stock Option Activity
|
Shares
|
Weighted
average
exercise
price
|
Weighted
average
remaining
contractual
term
(in years)
|
Aggregate
intrinsic
value
|
||||||
Outstanding at beginning of year
|
25,243,251
|
|
$
|
58.68
|
|
4.1
|
$
|
33,560,103
|
|
|
Granted
|
3,451,481
|
|
$
|
15.23
|
|
|
|
|||
Exercised
|
(332,060
|
)
|
$
|
6.00
|
|
|
|
|||
Canceled/Expired
|
(4,713,382
|
)
|
$
|
63.70
|
|
|
|
|||
Outstanding at end of year
|
23,649,290
|
|
$
|
52.08
|
|
3.9
|
$
|
28,819,223
|
|
|
Options exercisable at year end
|
17,075,622
|
|
$
|
66.48
|
|
2.8
|
$
|
8,698,148
|
|
|
Weighted average grant date fair value of options granted during the year
|
$
|
7.22
|
|
|
|
|
2012 Restricted Stock and RSU Activity
|
Shares
|
Weighted
average
fair value
|
|||
Outstanding and unvested at beginning of year
|
3,731,033
|
|
$
|
10.73
|
|
Granted
|
1,937,512
|
|
$
|
12.33
|
|
Settled
|
(997,584
|
)
|
$
|
3.29
|
|
Canceled
|
(601,452
|
)
|
$
|
11.95
|
|
Outstanding and unvested at end of year
|
4,069,509
|
|
$
|
12.98
|
|
2011 Restricted Stock and RSU Activity
|
Shares
|
Weighted
average
fair value
|
|||
Outstanding and unvested at beginning of year
|
4,421,437
|
|
$
|
12.19
|
|
Granted
|
175,023
|
|
$
|
13.21
|
|
Settled
|
(469,634
|
)
|
$
|
33.51
|
|
Canceled
|
(395,793
|
)
|
$
|
11.94
|
|
Outstanding and unvested at end of year
|
3,731,033
|
|
$
|
10.73
|
|
2010 Restricted Stock and RSU Activity
|
Shares
|
Weighted
average
fair value
|
|||
Outstanding and unvested at beginning of year
|
3,293,293
|
|
$
|
13.62
|
|
Granted
|
1,934,351
|
|
$
|
14.91
|
|
Settled
|
(490,716
|
)
|
$
|
31.94
|
|
Canceled
|
(315,491
|
)
|
$
|
12.97
|
|
Outstanding and unvested at end of year
|
4,421,437
|
|
$
|
12.19
|
|
Performance Shares Activity
|
Target number of shares
|
Weighted average fair value
|
|||
Outstanding and unvested at beginning of year
|
—
|
|
$
|
—
|
|
Granted
|
1,109,873
|
|
$
|
14.21
|
|
Canceled
|
(127,421
|
)
|
$
|
14.12
|
|
Outstanding and unvested at end of year
|
982,452
|
|
$
|
14.23
|
|
In thousands of dollars
|
|
||
2013
|
$
|
53,809
|
|
2014
|
47,847
|
|
|
2015
|
40,920
|
|
|
2016
|
33,193
|
|
|
2017
|
28,173
|
|
|
Later years
|
73,788
|
|
|
Total
|
$
|
277,730
|
|
Company Owned Assets
|
||||||||||||
In thousands of dollars
|
||||||||||||
Fair value measurement as of Dec. 30, 2012
|
||||||||||||
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||
Assets:
|
|
|
|
|
||||||||
Employee compensation related investments
|
$
|
23,043
|
|
$
|
—
|
|
$
|
—
|
|
$
|
23,043
|
|
Sundry investments
|
29,090
|
|
—
|
|
—
|
|
29,090
|
|
||||
Total Assets
|
$
|
52,133
|
|
$
|
—
|
|
$
|
—
|
|
$
|
52,133
|
|
Liabilities:
|
|
|
|
|
||||||||
Contingent consideration payable
|
$
|
—
|
|
$
|
—
|
|
$
|
26,170
|
|
$
|
26,170
|
|
Total Liabilities
|
$
|
—
|
|
$
|
—
|
|
$
|
26,170
|
|
$
|
26,170
|
|
In thousands of dollars
|
||||||||||||
Fair value measurement as of Dec. 25, 2011
|
||||||||||||
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||
Assets:
|
|
|
|
|
||||||||
Employee compensation related investments
|
$
|
17,224
|
|
$
|
—
|
|
$
|
—
|
|
$
|
17,224
|
|
Sundry investments
|
26,162
|
|
—
|
|
—
|
|
26,162
|
|
||||
Total Assets
|
$
|
43,386
|
|
$
|
—
|
|
$
|
—
|
|
$
|
43,386
|
|
Liabilities:
|
|
|
|
|
||||||||
Contingent consideration payable
|
$
|
—
|
|
$
|
—
|
|
$
|
15,808
|
|
$
|
15,808
|
|
Total Liabilities
|
$
|
—
|
|
$
|
—
|
|
$
|
15,808
|
|
$
|
15,808
|
|
(a)
|
The company uses a Dec. 31 measurement date for its retirement plans.
|
(a)
|
The company uses a Dec. 31 measurement date for its retirement plans.
|
Pension Plan Assets/Liabilities
|
|
|
|
|
|
|
||||||||||||
In thousands of dollars
|
|
|
|
|
|
|
||||||||||||
For the year ended Dec. 30, 2012
|
|
|
|
|
|
|
||||||||||||
|
|
Actual Return on Plan Assets
|
|
|
|
|||||||||||||
|
Balance at
beginning
of year
|
Relating to assets still held at report date
|
Relating to assets sold during the period
|
Purchases,
sales, and
settlements
|
Transfers in
and/or out
of Level 3
(1)
|
Balance at
end of year
|
||||||||||||
Assets:
|
|
|
|
|
|
|
||||||||||||
Fixed income
|
|
|
|
|
|
|
||||||||||||
Mortgage-backed securities
|
$
|
1,271
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
(1,271
|
)
|
$
|
—
|
|
Other government bonds
|
1,441
|
|
—
|
|
—
|
|
—
|
|
(1,441
|
)
|
—
|
|
||||||
Corporate bonds
|
2,070
|
|
83
|
|
(589
|
)
|
—
|
|
(767
|
)
|
797
|
|
||||||
Real estate
|
93,620
|
|
(4,788
|
)
|
—
|
|
8,553
|
|
—
|
|
97,385
|
|
||||||
Partnership/joint venture interests
|
128,121
|
|
(1,817
|
)
|
(20,781
|
)
|
25,472
|
|
—
|
|
130,995
|
|
||||||
Hedge funds
|
156,016
|
|
9,590
|
|
(8,271
|
)
|
1,589
|
|
—
|
|
158,924
|
|
||||||
Derivative contracts
|
235
|
|
265
|
|
—
|
|
—
|
|
—
|
|
500
|
|
||||||
Total
|
$
|
382,774
|
|
$
|
3,333
|
|
$
|
(29,641
|
)
|
$
|
35,614
|
|
$
|
(3,479
|
)
|
$
|
388,601
|
|
Liabilities:
|
|
|
|
|
|
|
||||||||||||
Derivative liabilities
|
$
|
(2,517
|
)
|
$
|
16
|
|
$
|
(4
|
)
|
$
|
—
|
|
$
|
497
|
|
$
|
(2,008
|
)
|
(1)
|
The company’s policy is to recognize transfers in and transfers out as of the beginning of the reporting period.
|
(1)
|
The company’s policy is to recognize transfers in and transfers out as of the beginning of the reporting period.
|
(1)
|
Corporate amounts represent those not directly related to the company’s three business segments.
|
(2)
|
Results for 2012 include pre-tax facility consolidation and asset impairment charges of
$32 million
for Publishing and
$90 million
for digital. Results for 2011 include pre-tax facility consolidation charges of
$27 million
for Publishing. Results for 2010 include pre-tax facility consolidation and asset impairment charges of
$36 million
for Publishing,
$13 million
for Digital and
$9 million
for Broadcasting. Refer to Notes 3 and 4 of the Consolidated Financial Statements for more information.
|
In thousands of dollars, except per share amounts
|
2012
|
2011
|
2010
|
2009
|
2008
|
||||||||||
Net operating revenues
|
|
|
|
|
|
||||||||||
Publishing advertising
|
$
|
2,355,922
|
|
$
|
2,511,025
|
|
$
|
2,710,524
|
|
$
|
2,888,034
|
|
$
|
4,040,890
|
|
Publishing circulation
|
1,117,042
|
|
1,063,890
|
|
1,086,702
|
|
1,144,539
|
|
1,196,745
|
|
|||||
Digital
|
718,949
|
|
686,471
|
|
618,259
|
|
586,174
|
|
281,378
|
|
|||||
Broadcasting
|
906,104
|
|
722,410
|
|
769,580
|
|
631,085
|
|
772,533
|
|
|||||
All other
|
255,180
|
|
256,193
|
|
253,613
|
|
259,771
|
|
348,136
|
|
|||||
Total
|
5,353,197
|
|
5,239,989
|
|
5,438,678
|
|
5,509,603
|
|
6,639,682
|
|
|||||
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|||||
Costs and expenses
|
4,247,274
|
|
4,184,582
|
|
4,168,098
|
|
4,417,146
|
|
5,168,557
|
|
|||||
Depreciation
|
160,746
|
|
165,739
|
|
182,514
|
|
207,652
|
|
228,259
|
|
|||||
Amortization of intangible assets
|
33,293
|
|
31,634
|
|
31,362
|
|
32,983
|
|
31,211
|
|
|||||
Facility consolidation and asset impairment charges
|
122,129
|
|
27,243
|
|
57,009
|
|
132,904
|
|
7,939,563
|
|
|||||
Total
|
4,563,442
|
|
4,409,198
|
|
4,438,983
|
|
4,790,685
|
|
13,367,590
|
|
|||||
Operating income (loss)
|
789,755
|
|
830,791
|
|
999,695
|
|
718,918
|
|
(6,727,908
|
)
|
|||||
Non-operating (expense) income
|
|
|
|
|
|
|
|
|
|
|
|||||
Equity income (loss) in unconsolidated investees, net
|
22,387
|
|
8,197
|
|
19,140
|
|
3,927
|
|
(374,925
|
)
|
|||||
Interest expense
|
(150,469
|
)
|
(173,140
|
)
|
(172,986
|
)
|
(175,745
|
)
|
(190,839
|
)
|
|||||
Other non-operating items
|
8,734
|
|
(12,921
|
)
|
111
|
|
22,799
|
|
28,430
|
|
|||||
Total
|
(119,348
|
)
|
(177,864
|
)
|
(153,735
|
)
|
(149,019
|
)
|
(537,334
|
)
|
|||||
Income (loss) before income taxes
|
670,407
|
|
652,927
|
|
845,960
|
|
569,899
|
|
(7,265,242
|
)
|
|||||
Provision (benefit) for income taxes
|
195,400
|
|
152,800
|
|
244,013
|
|
191,328
|
|
(645,273
|
)
|
|||||
Income (loss) from continuing operations
|
475,007
|
|
500,127
|
|
601,947
|
|
378,571
|
|
(6,619,969
|
)
|
|||||
Income from continuing operations attributable to
noncontrolling interests
|
(50,727
|
)
|
(41,379
|
)
|
(34,619
|
)
|
(27,091
|
)
|
(6,970
|
)
|
|||||
Income (loss) from continuing operations attributable to Gannett Co., Inc.
|
$
|
424,280
|
|
$
|
458,748
|
|
$
|
567,328
|
|
$
|
351,480
|
|
$
|
(6,626,939
|
)
|
Income (loss) from continuing operations per share:
|
|
|
|
|
|
|
|
|
|
|
|||||
basic
|
$
|
1.83
|
|
$
|
1.92
|
|
$
|
2.38
|
|
$
|
1.50
|
|
$
|
(29.02
|
)
|
diluted
|
$
|
1.79
|
|
$
|
1.89
|
|
$
|
2.35
|
|
$
|
1.49
|
|
$
|
(29.02
|
)
|
Other selected financial data
|
|
|
|
|
|
|
|
|
|
|
|||||
Dividends declared per share
|
$
|
0.80
|
|
$
|
0.24
|
|
$
|
0.16
|
|
$
|
0.16
|
|
$
|
1.60
|
|
Non-GAAP income from continuing operations per diluted share
(1)
|
$
|
2.33
|
|
$
|
2.13
|
|
$
|
2.44
|
|
$
|
1.85
|
|
$
|
3.40
|
|
Weighted average number of common shares outstanding
in thousands:
|
|
|
|
|
|
|
|
|
|
|
|||||
basic
|
232,327
|
|
239,228
|
|
238,230
|
|
233,683
|
|
228,345
|
|
|||||
diluted
|
236,690
|
|
242,768
|
|
241,605
|
|
236,027
|
|
228,345
|
|
|||||
Financial position and cash flow
|
|
|
|
|
|
|
|
|
|
|
|||||
Long-term debt, excluding current maturities
|
$
|
1,432,100
|
|
$
|
1,760,363
|
|
$
|
2,352,242
|
|
$
|
3,061,951
|
|
$
|
3,816,942
|
|
Redeemable noncontrolling interest
|
$
|
10,654
|
|
$
|
—
|
|
$
|
84,176
|
|
$
|
78,304
|
|
$
|
72,840
|
|
Shareholders’ equity
|
$
|
2,350,614
|
|
$
|
2,327,891
|
|
$
|
2,163,754
|
|
$
|
1,603,925
|
|
$
|
1,055,882
|
|
Total assets
|
$
|
6,379,886
|
|
$
|
6,616,450
|
|
$
|
6,816,844
|
|
$
|
7,148,432
|
|
$
|
7,796,814
|
|
Free cash flow
(2)
|
$
|
697,994
|
|
$
|
775,261
|
|
$
|
816,308
|
|
$
|
809,630
|
|
$
|
832,615
|
|
Return on equity
(3)
|
18.1%
|
|
20.4
|
%
|
30.1
|
%
|
26.7
|
%
|
(132.0
|
%)
|
|||||
Percentage increase (decrease)
|
|
|
|
|
|
|
|
|
|
|
|||||
As reported, earnings from continuing operations, after-tax,
per share:
|
|
|
|
|
|
||||||||||
basic
|
(4.7
|
%)
|
(19.3
|
%)
|
58.7
|
%
|
(105.2
|
%)
|
(797.6
|
%)
|
|||||
diluted
|
(5.3
|
%)
|
(19.6
|
%)
|
57.7
|
%
|
(105.1
|
%)
|
(799.3
|
%)
|
|||||
Dividends declared per share
|
233.3
|
%
|
50.0
|
%
|
—
|
%
|
(90.0
|
%)
|
12.7
|
%
|
|||||
Credit ratios
|
|
|
|
|
|
|
|
|
|
||||||
Senior leverage ratio
(4)
|
1.41x
|
|
1.67x
|
|
1.97x
|
|
2.63x
|
|
2.56x
|
|
|||||
Times interest expense earned
(5)
|
6.4x
|
|
5.5x
|
|
6.2x
|
|
4.8x
|
|
6.7x
|
|
(1)
|
See page 40 for a reconciliation of income from continuing operations per share presented in accordance with GAAP.
|
(2)
|
See page 77 for a reconciliation of free cash flow to net cash flow from operating activities, which the company believes is the most directly comparable measure calculated and presented in accordance with GAAP.
|
(3)
|
Calculated using income from continuing operations attributable to Gannett Co., Inc. plus earnings from discontinued operations (but excluding the gain in 2010 on the disposal of discontinued operations).
|
(4)
|
The senior leverage ratio is calculated in accordance with the company’s revolving credit agreements and term loan agreement. Currently, the company is required to maintain a senior leverage ratio of less than 3.5x. These agreements are described more fully on page 43 in Management’s Discussion and Analysis of Financial Condition and Results of Operations. More information regarding the computation can be found in Exhibits 10.3, 10.4, and 10.5 to the Form 10-Q for the quarterly period ended Sept. 28, 2008, filed on Nov. 6, 2008.
|
(5)
|
Calculated using operating income adjusted to remove the effect of certain special items. These special items are described more fully beginning on page 38 in Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
Year acquired
|
Name
|
Location
|
Publication times or business
|
2008
|
X.com, Inc. (BNQT.com)
|
Pasadena, CA
|
Action sports web site
|
|
ShopLocal
|
Chicago, IL
|
Marketing and database services company
|
|
CareerBuilder
|
Chicago, IL, Atlanta, GA
|
Job search, employment and careers web site
|
|
Pearls Review
|
St. Petersburg, FL
|
A nursing certification and education web site
|
2010
|
CareerSite.biz Limited
|
U.K.
|
Online recruitment niche sites focusing on nursing and rail workers
|
2011
|
Reviewed.com
|
Somerville, MA
|
A technology product review web site
|
|
JobsCentral
|
Singapore
|
Job search, employment and career web site
|
|
Nutrition Dimension
|
Falls Church, VA
|
A continuing education, certification and review program focused on nutrition
|
|
US PRESSWIRE
|
Atlanta, GA
|
A digital sports photography business
|
|
JobScout24
|
Germany
|
Job search, employment and career web site
|
|
MMA Junkie
|
St. Petersburg, FL
|
Independent sports information web site
|
2012
|
Fantasy Sports Ventures/Big Lead Sports
|
New York, NY
|
Independent digital sports property
|
|
Ceviu
|
Brazil
|
Information technology job board
|
|
Top Language Jobs
|
Europe
|
Global online jobsite for multi-language jobs and candidates
|
|
Quickish
|
Bethesda, MD
|
Aggregator that offers a summary and a link for sports stories throughout the day
|
|
BLiNQ Media, LLC
|
New York City, NY
|
Innovator of social engagement advertising solutions for agencies and brands
|
|
Mobestream Media
|
Dallas, TX
|
Developer of the Key Ring consumer rewards mobile platform
|
|
Economic Modeling Specialist Intl.
|
Moscow, ID
|
Economic software firm that specializes in employment data and labor market analysis
|
|
Rovion
|
Boston, MA
|
A self-service technology platform that enables the full development and deployment of rich media
|
Year disposed
|
Name
|
Location
|
Publication times or business
|
2008
|
Telematch
|
Springfield, VA
|
Database marketing services company
|
2009
|
Southernprint Limited
|
U.K.
|
Commercial printing
|
2010
|
The Honolulu Advertiser
|
Honolulu, HI
|
Daily newspaper
|
|
Michigan Directory Company
|
Pigeon, MI
|
Directory publishing operation
|
In thousands of dollars
|
2012
|
2011
|
2010
|
2009
|
2008
|
||||||||||
Net cash flow from operating activities
|
$
|
756,740
|
|
$
|
814,136
|
|
$
|
772,884
|
|
$
|
866,580
|
|
$
|
1,015,345
|
|
Purchase of property, plant and equipment
|
(91,874
|
)
|
(72,451
|
)
|
(69,070
|
)
|
(67,737
|
)
|
(165,000
|
)
|
|||||
Voluntary pension employer contributions
|
—
|
|
—
|
|
130,000
|
|
—
|
|
—
|
|
|||||
Tax benefit for voluntary pension employer contributions
|
—
|
|
—
|
|
(52,000
|
)
|
—
|
|
—
|
|
|||||
Payments for investments
|
(2,501
|
)
|
(19,406
|
)
|
(10,984
|
)
|
(9,674
|
)
|
(46,779
|
)
|
|||||
Proceeds from investments
|
35,629
|
|
52,982
|
|
45,478
|
|
20,461
|
|
29,049
|
|
|||||
Free cash flow
|
$
|
697,994
|
|
$
|
775,261
|
|
$
|
816,308
|
|
$
|
809,630
|
|
$
|
832,615
|
|
QUARTERLY STATEMENTS OF INCOME (Unaudited)
|
|||||||||||||||
In thousands of dollars, except per share amounts
|
|||||||||||||||
Fiscal year ended Dec. 30, 2012
|
1st Quarter
(1)
|
2nd Quarter
(2)
|
3rd Quarter
(3)
|
4th Quarter
(4)
|
Total
|
||||||||||
Net operating revenues
|
|
|
|
|
|
||||||||||
Publishing advertising
|
$
|
551,438
|
|
$
|
594,262
|
|
$
|
552,676
|
|
$
|
657,546
|
|
$
|
2,355,922
|
|
Publishing circulation
|
263,336
|
|
263,938
|
|
276,655
|
|
313,113
|
|
1,117,042
|
|
|||||
Digital
|
168,352
|
|
181,326
|
|
182,022
|
|
187,249
|
|
718,949
|
|
|||||
Broadcasting
|
176,173
|
|
205,381
|
|
237,039
|
|
287,511
|
|
906,104
|
|
|||||
All other
|
59,288
|
|
62,133
|
|
60,869
|
|
72,890
|
|
255,180
|
|
|||||
Total
|
1,218,587
|
|
1,307,040
|
|
1,309,261
|
|
1,518,309
|
|
5,353,197
|
|
|||||
Operating expenses
|
|
|
|
|
|
||||||||||
Cost of sales and operating expenses, exclusive of depreciation
|
722,240
|
|
720,889
|
|
720,941
|
|
779,777
|
|
2,943,847
|
|
|||||
Selling, general and administrative expenses, exclusive of depreciation
|
308,319
|
|
316,301
|
|
318,385
|
|
360,422
|
|
1,303,427
|
|
|||||
Depreciation
|
39,703
|
|
40,157
|
|
40,460
|
|
40,426
|
|
160,746
|
|
|||||
Amortization of intangible assets
|
7,879
|
|
8,078
|
|
8,045
|
|
9,291
|
|
33,293
|
|
|||||
Facility consolidation and asset impairment charges
|
4,788
|
|
5,097
|
|
4,231
|
|
108,013
|
|
122,129
|
|
|||||
Total
|
1,082,929
|
|
1,090,522
|
|
1,092,062
|
|
1,297,929
|
|
4,563,442
|
|
|||||
Operating income
|
135,658
|
|
216,518
|
|
217,199
|
|
220,380
|
|
789,755
|
|
|||||
Non-operating (expense) income
|
|
|
|
|
|
||||||||||
Equity income in unconsolidated investees, net
|
4,312
|
|
8,663
|
|
3,005
|
|
6,407
|
|
22,387
|
|
|||||
Interest expense
|
(39,571
|
)
|
(36,142
|
)
|
(35,829
|
)
|
(38,927
|
)
|
(150,469
|
)
|
|||||
Other non-operating items
|
2,035
|
|
(2,280
|
)
|
2,933
|
|
6,046
|
|
8,734
|
|
|||||
Total
|
(33,224
|
)
|
(29,759
|
)
|
(29,891
|
)
|
(26,474
|
)
|
(119,348
|
)
|
|||||
Income before income taxes
|
102,434
|
|
186,759
|
|
187,308
|
|
193,906
|
|
670,407
|
|
|||||
Provision for income taxes
|
26,600
|
|
51,200
|
|
38,700
|
|
78,900
|
|
195,400
|
|
|||||
Net income
|
75,834
|
|
135,559
|
|
148,608
|
|
115,006
|
|
475,007
|
|
|||||
Net income attributable to noncontrolling interests
|
(7,611
|
)
|
(15,670
|
)
|
(15,525
|
)
|
(11,921
|
)
|
(50,727
|
)
|
|||||
Net income attributable to Gannett Co., Inc.
|
$
|
68,223
|
|
$
|
119,889
|
|
$
|
133,083
|
|
$
|
103,085
|
|
$
|
424,280
|
|
Per share computations
|
|
|
|
|
|
||||||||||
Net income per share—basic
|
$
|
0.29
|
|
$
|
0.51
|
|
$
|
0.58
|
|
$
|
0.45
|
|
$
|
1.83
|
|
Net income per share—diluted
|
$
|
0.28
|
|
$
|
0.51
|
|
$
|
0.56
|
|
$
|
0.44
|
|
$
|
1.79
|
|
Dividends per share
|
$
|
0.20
|
|
$
|
0.20
|
|
$
|
0.20
|
|
$
|
0.20
|
|
$
|
0.80
|
|
(1)
|
Results for the first quarter of 2012 include net special charges affecting operating income related to facility consolidations and workforce restructuring. Facility consolidation charges totaled $4.8 million ($2.9 million after tax or $0.01 per share) reflecting primarily accelerated depreciation costs associated with the transfer of production activities for The Cincinnati Enquirer to a third-party printer in Columbus, Ohio announced in the fourth quarter of 2011. Workforce restructuring charges of $16.3 million ($9.7 million after tax or $0.04 per share) reflect principally the impact of an early retirement offer plan announced in the first quarter of 2012. Refer to the discussion beginning on page 38 and Notes 3 and 4 to the Consolidated Financial Statement for more information on special items.
|
(2)
|
Results for the second quarter of 2012 include $20.3 million of special charges affecting operating income. Facility consolidation non-cash charges totaled $5.1 million ($3.1 million after tax or $0.01 per share) reflecting primarily accelerated depreciation costs associated with the transfer of production activities. Workforce restructuring charges in the Publishing Segment of $9.7 million ($5.8 million after tax or $0.02 per share) reflect principally the impact of employee acceptances during the second quarter of an early retirement plan announced in early 2012. Results for the second quarter of 2012 also included pension settlement charges totaling $5.4 million ($3.2 million after tax or $0.01 per share). Refer to the discussion beginning on page 38 and Notes 3 and 4 to the Consolidated Financial Statement for more information on special items.
|
(3)
|
Results for the third quarter of 2012 include $14.7 million of special charges affecting operating income. Non-cash facility consolidation charges totaled $4.2 million ($2.4 million after tax or $0.01 per share) reflecting primarily accelerated depreciation costs primarily associated with the transfer of production activities. Workforce restructuring charges in the Publishing Segment of $7.9 million ($4.9 million after tax or $0.02 per share) reflect principally the impact of employee acceptances of an early retirement plan during the third quarter of 2012. Results for the third quarter of 2012 also include a pension settlement termination charge totaling $2.5 million ($1.5 million after tax or $0.01 per share). Non-operating items included $3.2 million ($2.0 million after tax or $0.01 per share) of non-cash charges for a newspaper partnership investment. Offsetting these was a tax benefit of $13.1 million ($0.06 per share) related primarily to a tax settlement covering multiple years. Refer to the discussion beginning on page 38 and Notes 3 and 4 to the Consolidated Financial Statement for more information on special items.
|
(4)
|
Results for the fourth quarter of 2012 include special charges affecting operating income. Non-cash asset impairments, efficiency-driven facility consolidation and workforce restructuring charges totaled $114.6 million ($101.9 million after tax or $0.44 per share). Non-operating items include a $3.8 million ($2.3 million after tax or $0.01 per share) non-cash charge related to the impairment of a minority owned investment. Refer to the discussion beginning on page 38 and Notes 3 and 4 to the Consolidated Financial Statement for more information on special items.
|
QUARTERLY STATEMENTS OF INCOME (Unaudited)
|
|||||||||||||||
In thousands of dollars, except per share amounts
|
|||||||||||||||
Fiscal year ended Dec. 25, 2011
|
1st Quarter
(1)
|
2nd Quarter
(2)
|
3rd Quarter
(3)
|
4th Quarter
(4)
|
Total
|
||||||||||
Net operating revenues
|
|
|
|
|
|
||||||||||
Publishing advertising
|
$
|
601,736
|
|
$
|
646,864
|
|
$
|
591,676
|
|
$
|
670,749
|
|
$
|
2,511,025
|
|
Publishing circulation
|
268,213
|
|
265,433
|
|
262,099
|
|
268,145
|
|
1,063,890
|
|
|||||
Digital
|
157,594
|
|
173,447
|
|
173,930
|
|
181,500
|
|
686,471
|
|
|||||
Broadcasting
|
163,882
|
|
184,353
|
|
174,340
|
|
199,835
|
|
722,410
|
|
|||||
All other
|
59,836
|
|
64,842
|
|
63,989
|
|
67,526
|
|
256,193
|
|
|||||
Total
|
1,251,261
|
|
1,334,939
|
|
1,266,034
|
|
1,387,755
|
|
5,239,989
|
|
|||||
Operating expenses
|
|
|
|
|
|
||||||||||
Cost of sales and operating expenses, exclusive of depreciation
|
717,515
|
|
739,654
|
|
721,888
|
|
782,040
|
|
2,961,097
|
|
|||||
Selling, general and administrative expenses, exclusive of depreciation
|
297,547
|
|
297,196
|
|
297,001
|
|
331,741
|
|
1,223,485
|
|
|||||
Depreciation
|
41,638
|
|
42,070
|
|
41,263
|
|
40,768
|
|
165,739
|
|
|||||
Amortization of intangible assets
|
8,289
|
|
7,871
|
|
7,721
|
|
7,753
|
|
31,634
|
|
|||||
Facility consolidation and asset impairment charges
|
7,656
|
|
6,394
|
|
—
|
|
13,193
|
|
27,243
|
|
|||||
Total
|
1,072,645
|
|
1,093,185
|
|
1,067,873
|
|
1,175,495
|
|
4,409,198
|
|
|||||
Operating income
|
178,616
|
|
241,754
|
|
198,161
|
|
212,260
|
|
830,791
|
|
|||||
Non-operating (expense) income
|
|
|
|
|
|
||||||||||
Equity income in unconsolidated investees, net
|
3,458
|
|
7,973
|
|
2,563
|
|
(5,797
|
)
|
8,197
|
|
|||||
Interest expense
|
(46,629
|
)
|
(44,741
|
)
|
(40,939
|
)
|
(40,831
|
)
|
(173,140
|
)
|
|||||
Other non-operating items
|
1,297
|
|
3,841
|
|
(3,205
|
)
|
(14,854
|
)
|
(12,921
|
)
|
|||||
Total
|
(41,874
|
)
|
(32,927
|
)
|
(41,581
|
)
|
(61,482
|
)
|
(177,864
|
)
|
|||||
Income before income taxes
|
136,742
|
|
208,827
|
|
156,580
|
|
150,778
|
|
652,927
|
|
|||||
Provision for income taxes
|
38,600
|
|
43,300
|
|
44,800
|
|
26,100
|
|
152,800
|
|
|||||
Net income
|
98,142
|
|
165,527
|
|
111,780
|
|
124,678
|
|
500,127
|
|
|||||
Net income attributable to noncontrolling interests
|
(7,649
|
)
|
(14,000
|
)
|
(11,992
|
)
|
(7,738
|
)
|
(41,379
|
)
|
|||||
Net income attributable to Gannett Co., Inc.
|
$
|
90,493
|
|
$
|
151,527
|
|
$
|
99,788
|
|
$
|
116,940
|
|
$
|
458,748
|
|
Per share computations
|
|
|
|
|
|
||||||||||
Net income per share—basic
|
$
|
0.38
|
|
$
|
0.63
|
|
$
|
0.42
|
|
$
|
0.49
|
|
$
|
1.92
|
|
Net income per share—diluted
|
$
|
0.37
|
|
$
|
0.62
|
|
$
|
0.41
|
|
$
|
0.49
|
|
$
|
1.89
|
|
Dividends per share
|
$
|
0.04
|
|
$
|
0.04
|
|
$
|
0.08
|
|
$
|
0.08
|
|
$
|
0.24
|
|
(1)
|
Results of the first quarter of 2011 include the following special items: $8 million of non-cash charges associated with facility consolidations ($5 million after-tax or $0.02 per share) and $6 million in costs due to workforce restructuring ($4 million after-tax or $0.02 per share). Refer to the discussion beginning on page 38 and Notes 3 and 4 to the Consolidated Financial Statement for more information on special items.
|
(2)
|
Results of the second quarter of 2011 include the following special items: $6 million of non-cash charges associated with facility consolidations ($4 million after-tax or $0.02 per share); $9 million in costs due to workforce restructuring ($5 million after-tax or $0.02 per share), and a $20 million in net tax benefit related primarily to a tax settlement covering multiple years ($0.08 per share). Refer to the discussion beginning on page 38 and Notes 3 and 4 to the Consolidated Financial Statement for more information on special items.
|
(3)
|
Results of the third quarter of 2011 include the following special items: $2 million of non-cash impairment for an investment in an online business ($1 million after-tax) and $9 million in costs due to workforce restructuring ($5 million after-tax or $0.02 per share). Refer to the discussion beginning on page 38 and Notes 3 and 4 to the Consolidated Financial Statement for more information on special items.
|
(4)
|
Results of the fourth quarter of 2011 include the following special items: $13 million of non-cash charges associated with facility consolidations ($9 million after-tax or $0.04 per share); $50 million in costs due to workforce restructuring ($31 million after-tax or $0.13 per share); $15 million in costs due to incremental retirement charges ($9 million after-tax or $0.04 per share) and a $11 million in net tax benefit related primarily to a stock basis deduction ($0.04 per share). In non-operating income, special charges related to the impairment of certain minority-owned investments totaled $28 million ($17 million after-tax or $0.07 per share). Refer to the discussion beginning on page 38 and Notes 3 and 4 to the Consolidated Financial Statement for more information on special items.
|
In thousands of dollars
|
|
|
|
|
|
||||||||||
Allowance for doubtful receivables
|
Balance
at beginning
of period
|
Additions
charged to
cost and expenses
|
Additions/(reductions)
for acquisitions/
dispositions (1)
|
Deductions
from reserves (2)
|
Balance
at end
of period
|
||||||||||
Fiscal year ended Dec. 30, 2012
|
$
|
34,646
|
|
$
|
9,736
|
|
$
|
24
|
|
$
|
(22,400
|
)
|
$
|
22,006
|
|
Fiscal year ended Dec. 25, 2011
|
$
|
39,419
|
|
$
|
11,574
|
|
$
|
(97
|
)
|
$
|
(16,250
|
)
|
$
|
34,646
|
|
Fiscal year ended Dec. 26, 2010
|
$
|
46,255
|
|
$
|
18,241
|
|
$
|
(3,643
|
)
|
$
|
(21,434
|
)
|
$
|
39,419
|
|
(1)
|
Also includes foreign currency translation adjustments in each year.
|
(2)
|
Consists of write-offs, net of recoveries in each year.
|
(a)
|
Financial Statements, Financial Statement Schedules and Exhibits.
|
Dated: February 26, 2013
|
GANNETT CO., INC. (Registrant)
|
||
|
|
|
|
|
By:
|
|
/s/ Victoria D. Harker
|
|
|
|
Victoria D. Harker,
|
|
|
|
Chief Financial Officer
|
|
|
|
(principal financial officer)
|
Dated: February 26, 2013
|
|
/s/ Gracia C. Martore
|
|
|
Gracia C. Martore,
|
|
|
President and Chief Executive
|
|
|
Officer (principal executive officer)
|
Dated: February 26, 2013
|
|
/s/ Victoria D. Harker
|
|
|
Victoria D. Harker,
|
|
|
Chief Financial Officer
|
|
|
(principal financial officer)
|
Dated: February 26, 2013
|
|
/s/ Teresa S. Gendron
|
|
|
Teresa S. Gendron,
|
|
|
Vice President and Controller
|
|
|
(principal accounting officer)
|
|
|
|
Dated: February 26, 2013
|
/s/ John E. Cody
|
|
John E. Cody, Director
|
Dated: February 26, 2013
|
/s/ Howard D. Elias
|
|
Howard D. Elias, Director
|
Dated: February 26, 2013
|
/s/ Arthur H. Harper
|
|
Arthur H. Harper, Director
|
Dated: February 26, 2013
|
/s/ John Jeffry Louis
|
|
John Jeffry Louis, Director
|
Dated: February 26, 2013
|
/s/ Marjorie Magner
|
|
Marjorie Magner,
|
|
Director, Chairman
|
Dated: February 26, 2013
|
/s/ Gracia C. Martore
|
|
Gracia C. Martore, Director
|
Dated: February 26, 2013
|
/s/ Scott K. McCune
|
|
Scott K. McCune, Director
|
Dated: February 26, 2013
|
/s/ Duncan M. McFarland
|
|
Duncan M. McFarland, Director
|
Dated: February 26, 2013
|
/s/ Susan Ness
|
|
Susan Ness, Director
|
Dated: February 26, 2013
|
/s/ Neal Shapiro
|
|
Neal Shapiro, Director
|
Exhibit
Number
|
|
Exhibit
|
|
Location
|
|
|
|
|
|
3-1
|
|
Third Restated Certificate of Incorporation of Gannett Co., Inc.
|
|
Incorporated by reference to Exhibit 3-1 to Gannett Co., Inc.’s Form 10-Q for the fiscal quarter ended April 1, 2007.
|
|
|
|
|
|
3-2
|
|
Amended by-laws of Gannett Co., Inc.
|
|
Incorporated by reference to Exhibit 3-2 to Gannett Co., Inc.’s Form 10-Q for the fiscal quarter ended June 27, 2010.
|
|
|
|
|
|
4-1
|
|
Indenture dated as of March 1, 1983, between Gannett Co., Inc. and Citibank, N.A., as Trustee.
|
|
Incorporated by reference to Exhibit 4-2 to Gannett Co., Inc.’s Form 10-K for the fiscal year ended December 29, 1985.
|
|
|
|
|
|
4-2
|
|
First Supplemental Indenture dated as of November 5, 1986, among Gannett Co., Inc., Citibank, N.A., as Trustee, and Sovran Bank, N.A., as Successor Trustee.
|
|
Incorporated by reference to Exhibit 4 to Gannett Co., Inc.’s Form 8-K filed on November 9, 1986.
|
|
|
|
|
|
4-3
|
|
Second Supplemental Indenture dated as of June 1, 1995, among Gannett Co., Inc., NationsBank, N.A., as Trustee, and Crestar Bank, as Trustee.
|
|
Incorporated by reference to Exhibit 4 to Gannett Co., Inc.’s Form 8-K filed on June 15, 1995.
|
|
|
|
|
|
4-4
|
|
Third Supplemental Indenture, dated as of March 14, 2002, between Gannett Co., Inc. and Wells Fargo Bank Minnesota, N.A., as Trustee.
|
|
Incorporated by reference to Exhibit 4.16 to Gannett Co., Inc.’s Form 8-K filed on March 14, 2002.
|
|
|
|
|
|
4-5
|
|
Fourth Supplemental Indenture, dated as of June 16, 2005, between Gannett Co., Inc. and Wells Fargo Bank Minnesota, N.A., as Trustee.
|
|
Incorporated by reference to same numbered exhibit to Gannett Co., Inc.’s Form 10-Q for the fiscal quarter ended June 26, 2005.
|
|
|
|
|
|
4-6
|
|
Fifth Supplemental Indenture, dated as of May 26, 2006, between Gannett Co., Inc. and Wells Fargo Bank, N.A., as Trustee.
|
|
Incorporated by reference to Exhibit 4-5 to Gannett Co. Inc.’s Form 10-Q for the fiscal quarter ended June 25, 2006.
|
|
|
|
|
|
4-7
|
|
Sixth Supplemental Indenture, dated as of June 29, 2007, between Gannett Co., Inc. and Wells Fargo Bank, N.A., as Successor Trustee.
|
|
Incorporated by reference to Exhibit 4.5 to Gannett Co., Inc.’s Form 10-Q for the fiscal quarter ended July 1, 2007.
|
|
|
|
|
|
4-8
|
|
Specimen Certificate for Gannett Co., Inc.’s common stock, par value $1.00 per share.
|
|
Incorporated by reference to Exhibit 2 to Gannett Co., Inc.’s Form 8-B filed on June 14, 1972.
|
|
|
|
|
|
10-1
|
|
Supplemental Executive Medical Plan Amended and Restated as of January 1, 2011.*
|
|
Incorporated by reference to Exhibit 10-2 to Gannett Co., Inc.’s Form 10-K for the fiscal year ended December 26, 2010.
|
|
|
|
|
|
10-1-1
|
|
Amendment No. 1 to the Supplemental Executive Medical Plan Amended and Restated as of January 1, 2012.*
|
|
Attached.
|
|
|
|
|
|
10-2
|
|
Supplemental Executive Medical Plan for Retired Executives dated December 22, 2010 and effective January 1, 2011.*
|
|
Incorporated by reference to Exhibit 10-2-1 to Gannett Co., Inc.’s Form 10-K for the fiscal year ended December 26, 2010.
|
|
|
|
|
|
10-3
|
|
Gannett Supplemental Retirement Plan Restatement.*
|
|
Incorporated by reference to Exhibit 10-2 to Gannett Co., Inc.’s Form 10-Q for the fiscal quarter ended September 30, 2007.
|
|
|
|
|
|
10-3-1
|
|
Amendment No. 1 to the Gannett Co., Inc. Supplemental Retirement Plan dated July 31, 2008 and effective August 1, 2008.*
|
|
Incorporated by reference to Exhibit 10-1 to Gannett Co., Inc.’s Form 10-Q for the fiscal quarter ended September 28, 2008.
|
|
|
|
|
|
10-3-2
|
|
Amendment No. 2 to the Gannett Co., Inc. Supplemental Retirement Plan dated December 22, 2010.*
|
|
Incorporated by reference to Exhibit 10-3-2 to Gannett Co., Inc.’s Form 10-K for the fiscal year ended December 26, 2010.
|
|
|
|
|
|
10-4
|
|
Gannett Co., Inc. Deferred Compensation Plan Restatement dated February 1, 2003 (reflects all amendments through July 25, 2006).*
|
|
Incorporated by reference to Exhibit 10-4 to Gannett Co., Inc.’s Form 10-K for the fiscal year ended December 31, 2006.
|
|
|
|
|
|
10-4-1
|
|
Gannett Co., Inc. Deferred Compensation Plan Rules for Post-2004 Deferrals.*
|
|
Incorporated by reference to Exhibit 10-3 to Gannett Co., Inc.’s Form 10-Q for the fiscal quarter ended July 1, 2007.
|
|
|
|
|
|
10-4-2
|
|
Amendment No. 1 to the Gannett Co., Inc. Deferred Compensation Plan Rules for Post-2004 Deferrals dated July 31, 2008 and effective August 1, 2008.*
|
|
Incorporated by reference to Exhibit 10-2 to Gannett Co., Inc.’s Form 10-Q for the fiscal quarter ended September 28, 2008.
|
|
|
|
|
|
10-4-3
|
|
Amendment No. 2 to the Gannett Co., Inc. Deferred Compensation Plan Rules for Post-2004 Deferrals dated December 9, 2008.*
|
|
Incorporated by reference to Exhibit 10-4-3 to Gannett Co., Inc.’s Form 10-K for the fiscal year ended December 28, 2008.
|
|
|
|
|
|
10-4-4
|
|
Amendment No. 3 to the Gannett Co., Inc. Deferred Compensation Plan Rules for Post-2004 Deferrals dated October 27, 2009.*
|
|
Incorporated by reference to Exhibit 10-4-4 to Gannett Co., Inc.’s Form 10-K for the fiscal year ended December 27, 2009.
|
|
|
|
|
|
10-4-5
|
|
Amendment No. 4 to the Gannett Co., Inc. Deferred Compensation Plan Rules for Post-2004 Deferrals dated December 22, 2010.*
|
|
Incorporated by reference to Exhibit 10-4-5 to Gannett Co., Inc.’s Form 10-K for the fiscal year ended December 26, 2010.
|
|
|
|
|
|
10-5
|
|
Gannett Co., Inc. Transitional Compensation Plan Restatement.*
|
|
Incorporated by reference to Exhibit 10-1 to Gannett Co., Inc.’s Form 10-Q for the fiscal quarter ended September 30, 2007.
|
|
|
|
|
|
10-5-1
|
|
Amendment No. 1 to Gannett Co., Inc. Transitional Compensation Plan Restatement dated as of May 4, 2010.*
|
|
Incorporated by reference to Exhibit 10-3 to Gannett Co., Inc.’s Form 10-Q for the fiscal quarter ended March 28, 2010.
|
|
|
|
|
|
10-5-2
|
|
Amendment No. 2 to Gannett Co., Inc. Transitional Compensation Plan Restatement dated as of December 22, 2010.*
|
|
Incorporated by reference to Exhibit 10-5-2 to Gannett Co., Inc.’s Form 10-K for the fiscal year ended December 26, 2010.
|
|
|
|
|
|
10-6
|
|
Gannett Co., Inc. Omnibus Incentive Compensation Plan, as amended and restated as of May 4, 2010.*
|
|
Incorporated by reference to Exhibit 10-2 to Gannett Co., Inc.’s Form 10-Q for the fiscal quarter ended March 28, 2010.
|
|
|
|
|
|
10-6-1
|
|
Gannett Co., Inc. 2001 Inland Revenue Approved Sub-Plan for the United Kingdom.*
|
|
Incorporated by reference to Exhibit 10-1 to Gannett Co., Inc.’s Form 10-Q for the fiscal quarter ended September 26, 2004.
|
|
|
|
|
|
10-6-2
|
|
Form of Director Stock Option Award Agreement.*
|
|
Incorporated by reference to Exhibit 10-7-3 to Gannett Co., Inc.’s Form 10-K for the fiscal year ended December 30, 2007.
|
|
|
|
|
|
10-6-3
|
|
Form of Director Restricted Stock Award Agreement.*
|
|
Incorporated by reference to Exhibit 10-6-4 to Gannett Co., Inc.’s Form 10-K for the fiscal year ended December 28, 2008.
|
|
|
|
|
|
10-6-4
|
|
Form of Executive Officer Stock Option Award Agreement.*
|
|
Incorporated by reference to Exhibit 10-6-5 to Gannett Co., Inc.’s Form 10-K for the fiscal year ended December 28, 2008.
|
|
|
|
|
|
10-6-5
|
|
Form of Executive Officer Restricted Stock Unit Award Agreement.*
|
|
Incorporated by reference to Exhibit 10-6-6 to Gannett Co., Inc.’s Form 10-K for the fiscal year ended December 28, 2008.
|
|
|
|
|
|
10-6-6
|
|
Form of Executive Officer Performance Share Award Agreement.*
|
|
Incorporated by reference to Exhibit 99-1 to Gannett Co., Inc’s Form 8-K/A filed on December 9, 2011.
|
|
|
|
|
|
10-7
|
|
Gannett U.K. Limited Share Incentive Plan, as amended effective June 25, 2004.*
|
|
Incorporated by reference to Exhibit 10-2 to Gannett Co., Inc.’s Form 10-Q for the fiscal quarter ended June 27, 2004.
|
|
|
|
|
|
10-8
|
|
Competitive Advance and Revolving Credit Agreement among Gannett Co., Inc., the Several Lenders from Time to Time Parties Thereto, Bank of America, N.A., as Administrative Agent and JPMorgan Chase Bank, as Syndication Agent, dated as of February 27, 2004, and Effective as of March 15, 2004.
|
|
Incorporated by reference to Exhibit 10-2 to Gannett Co., Inc.’s Form 10-Q for the fiscal quarter ended March 28, 2004.
|
|
|
|
|
|
10-8-1
|
|
First Amendment, dated as of February 28, 2007, and Effective as of March 15, 2007, to Competitive Advance and Revolving Credit Agreement.
|
|
Incorporated by reference to Exhibit 10-5 to Gannett Co., Inc.’s Form 10-Q for the fiscal quarter ended April 1, 2007.
|
|
|
|
|
|
10-8-2
|
|
Second Amendment, dated as of October 23, 2008, and Effective as of October 31, 2008, to Competitive Advance and Revolving Credit Agreement.
|
|
Incorporated by reference to Exhibit 10-3 to Gannett Co., Inc.’s Form 10-Q for the fiscal quarter ended September 28, 2008.
|
|
|
|
|
|
10-8-3
|
|
Third Amendment, dated as of September 28, 2009, to Competitive Advance and Revolving Credit Agreement, dated as of February 27, 2004 and effective as of March 15, 2004.
|
|
Incorporated by reference to Exhibit 10-2 to Gannett Co., Inc.’s Form 10-Q for the fiscal quarter ended September 27, 2009.
|
|
|
|
|
|
10-8-4
|
|
Fourth Amendment, dated as of August 25, 2010 to Competitive Advance and Revolving Credit Agreement, dated as of February 27, 2004 and effective as of March 15, 2004.
|
|
Incorporated by reference to Exhibit 10-3 to Gannett Co., Inc.’s Form 10-Q for the fiscal quarter ended September 26, 2010.
|
|
|
|
|
|
10-8-5
|
|
Fifth Amendment, dated as of September 30, 2010 to Competitive Advance and Revolving Credit Agreement, dated as of February 27, 2004 and effective as of March 15, 2004.
|
|
Incorporated by reference to Exhibit 10-8-5 to Gannett Co., Inc. Form 10-K for the fiscal year ended December 26, 2010.
|
|
|
|
|
|
10-9
|
|
Competitive Advance and Revolving Credit Agreement among Gannett Co., Inc., the Several Lenders from Time to Time Parties Thereto, Bank of America, N.A., as Administrative Agent, JPMorgan Chase Bank, N.A., as Syndication Agent, and Barclays Bank PLC, as Documentation Agent, dated as of December 13, 2004, and Effective as of January 5, 2005.
|
|
Incorporated by reference to Exhibit 10-16 to Gannett Co., Inc. Form 10-K for the fiscal year ended December 26, 2004.
|
|
|
|
|
|
10-9-1
|
|
First Amendment, dated as of February 28, 2007, and Effective as of March 15, 2007, to Competitive Advance and Revolving Credit Agreement.
|
|
Incorporated by reference to Exhibit 10-3 to Gannett Co., Inc.’s Form 10-Q for the fiscal quarter ended April 1, 2007.
|
|
|
|
|
|
10-9-2
|
|
Second Amendment, dated as of October 23, 2008, and Effective as of October 31, 2008, to Competitive Advance and Revolving Credit Agreement.
|
|
Incorporated by reference to Exhibit 10-4 to Gannett Co., Inc.’s Form 10-Q for the fiscal quarter ended September 28, 2008.
|
|
|
|
|
|
10-9-3
|
|
Third Amendment, dated as of September 28, 2009, to Competitive Advance and Revolving Credit Agreement, dated as of December 13, 2004 and effective as of January 5, 2005.
|
|
Incorporated by reference to Exhibit 10-1 to Gannett Co., Inc.’s Form 10-Q for the fiscal quarter ended September 27, 2009.
|
|
|
|
|
|
10-9-4
|
|
Fourth Amendment, dated as of August 25, 2010, to Competitive Advance and Revolving Credit Agreement, dated as of December 13, 2004, and effective as of January 5, 2005.
|
|
Incorporated by reference to Exhibit 10-4 to Gannett Co., Inc.’s Form 10-Q for the fiscal quarter ended September 26, 2010.
|
|
|
|
|
|
10-9-5
|
|
Fifth Amendment, dated as of September 30, 2010, to Competitive Advance and Revolving Credit Agreement, dated as of December 13, 2004, and effective as of January 5, 2005.
|
|
Incorporated by reference to Exhibit 10-9-5 to Gannett Co., Inc. Form 10-K for the fiscal year ended December 26, 2010.
|
|
|
|
|
|
10-10
|
|
Amended and Restated Competitive Advance and Revolving Credit Agreement among Gannett Co., Inc., the Several Lenders from Time to Time Parties Thereto, Bank of America, N.A., as Administrative Agent, JPMorgan Chase Bank, N.A., as Syndication Agent, and Barclays Bank PLC, as Documentation Agent, dated as of March 11, 2002, and Effective as of March 18, 2002, as Amended and Restated as of December 13, 2004, and Effective as of January 5, 2005.
|
|
Incorporated by reference to Exhibit 10-17 to Gannett Co., Inc. Form 10-K for the fiscal year ended December 26, 2004.
|
|
|
|
|
|
10-10-1
|
|
First Amendment, dated as of February 28, 2007, and Effective as of March 15, 2007, to Amended and Restated Competitive Advance and Revolving Credit Agreement.
|
|
Incorporated by reference to Exhibit 10-4 to Gannett Co., Inc.’s Form 10-Q for the fiscal quarter ended April 1, 2007.
|
|
|
|
|
|
10-10-2
|
|
Second Amendment, dated as of October 23, 2008, and Effective as of October 31, 2008, to Amended and Restated Competitive Advance and Revolving Credit Agreement.
|
|
Incorporated by reference to Exhibit 10-5 to Gannett Co., Inc.’s Form 10-Q for the fiscal quarter ended September 28, 2008.
|
|
|
|
|
|
10-10-3
|
|
Third Amendment, dated as of September 28, 2009, to Amended and Restated Competitive Advance and Revolving Credit Agreement, dated as of March 11, 2002 and effective as of March 18, 2002, as amended and restated as of December 13, 2004 and effective as of January 5, 2005.
|
|
Incorporated by reference to Exhibit 10-3 to Gannett Co., Inc.’s Form 10-Q for the fiscal quarter ended September 27, 2009.
|
|
|
|
|
|
10-10-4
|
|
Fourth Amendment, dated as of August 25, 2010, to Amended and Restated Competitive Advance and Revolving Credit Agreement, dated as of March 11, 2002 and effective as of March 18, 2002, as amended and restated as December 13, 2004 and effective as of January 5, 2005.
|
|
Incorporated by reference to Exhibit 10-5 to Gannett Co., Inc.’s Form 10-Q for the fiscal quarter ended September 26, 2010.
|
|
|
|
|
|
10-10-5
|
|
Fifth Amendment, dated as of September 30, 2010, to Amended and Restated Competitive Advance and Revolving Credit Agreement, dated as of March 11, 2002 and effective as of March 18, 2002, as amended and restated as December 13, 2004 and effective as of January 5, 2005.
|
|
Incorporated by reference to Exhibit 10-10-5 to Gannett Co., Inc.’s Form 10-K for the fiscal year ended December 26, 2010.
|
|
|
|
|
|
10-11
|
|
Master Assignment and Assumption Agreement, dated September 30, 2010 to (i) the Amended and Restated Competitive Advance and Revolving Credit Agreement, dated as of March 11, 2002 and effective as of March 18, 2002, as amended and restated as of December 13, 2004 and effective as of January 5, 2005; (ii) the Competitive Advance and Revolving Credit Agreement, dated as of February 27, 2004 and effective as of March 15, 2004; and (iii) the Competitive Advance and Revolving Credit Agreement, dated as of December 13, 2004 and effective as of January 5, 2005.
|
|
Incorporated by reference to Exhibit 10-11 to Gannett Co., Inc.’s Form 10-K for the fiscal year ended December 26, 2010.
|
|
|
|
|
|
10-12
|
|
Description of Gannett Co., Inc.’s Non-Employee Director Compensation.*
|
|
Incorporated by reference to Exhibit 10-1 to Gannett Co., Inc.’s Form 10-Q for the fiscal quarter ended June 24, 2012.
|
|
|
|
|
|
10-13
|
|
Employment Agreement dated February 27, 2007, between Gannett Co., Inc. and Gracia C. Martore.*
|
|
Incorporated by reference to Exhibit 10-15 to Gannett Co., Inc.’s Form 10-K for the fiscal year ended December 31, 2006.
|
|
|
|
|
|
10-13-1
|
|
Amendment, dated as of August 7, 2007, to Employment Agreement dated February 27, 2007.*
|
|
Incorporated by reference to Exhibit 10-5 to Gannett Co., Inc.’s Form 10-Q for the fiscal quarter ended July 1, 2007.
|
|
|
|
|
|
10-13-2
|
|
Amendment, dated as of December 24, 2010, to Employment Agreement dated February 27, 2007.*
|
|
Incorporated by reference to Exhibit 10-14-2 to Gannett Co., Inc.’s Form 10-K for the year ended December 26, 2010.
|
|
|
|
|
|
10-14
|
|
Termination Benefits Agreement dated as of November 15, 2010 between Gannett Co., Inc. and Paul N. Saleh.*
|
|
Incorporated by reference to Exhibit 99-2 to Gannett Co., Inc.’s Form 8-K filed on November 17, 2010.
|
|
|
|
|
|
10-15
|
|
Termination Benefits Agreement dated as of March 16, 2011 between Gannett Co., Inc. and David A. Payne.*
|
|
Incorporated by reference to Exhibit 10-15 to Gannett Co., Inc.’s Form 10-K for the year ended December 25, 2011.
|
|
|
|
|
|
10-16
|
|
Termination Benefits Agreement dated as of July 23, 2012 between Gannett Co., Inc. and Victoria D. Harker.*
|
|
Incorporated by reference to Exhibit 99-2 to Gannett Co., Inc.’s Form 8-K filed on June 22, 2012.
|
|
|
|
|
|
10-17
|
|
Amendment for section 409A Plans dated December 31, 2008.*
|
|
Incorporated by reference to Exhibit 10-14 to Gannett Co., Inc.’s Form 10-K for the fiscal year ended December 28, 2008.
|
|
|
|
|
|
10-18
|
|
Executive Life Insurance Plan document dated December 31, 2008.*
|
|
Incorporated by reference to Exhibit 10-15 to Gannett Co., Inc.’s Form 10-K for the fiscal year ended December 28, 2008.
|
|
|
|
|
|
10-19
|
|
Key Executive Life Insurance Plan dated October 29, 2010.*
|
|
Incorporated by reference to Exhibit 10-1 to Gannett Co., Inc.’s Form 10-Q for the fiscal quarter ended September 26, 2010.
|
|
|
|
|
|
10-20
|
|
Form of Participation Agreement under Key Executive Life Insurance Plan.*
|
|
Incorporated by reference to Exhibit 10-2 to Gannett Co., Inc.’s Form 10-Q for the fiscal quarter ended September 26, 2010.
|
|
|
|
|
|
10-21
|
|
Omnibus Amendment to Terms and Conditions of Restricted Stock Awards dated as of December 31, 2008.*
|
|
Incorporated by reference to Exhibit 10-17 to Gannett Co., Inc.’s Form 10-K for the fiscal year ended December 28, 2008.
|
|
|
|
|
|
10-22
|
|
Omnibus Amendment to Terms and Conditions of Stock Unit Awards dated as of December 31, 2008.*
|
|
Incorporated by reference to Exhibit 10-18 to Gannett Co., Inc.’s Form 10-K for the fiscal year ended December 28, 2008.
|
|
|
|
|
|
10-23
|
|
Omnibus Amendment to Terms and Conditions of Stock Option Awards dated as of December 31, 2008.*
|
|
Incorporated by reference to Exhibit 10-19 to Gannett Co., Inc.’s Form 10-K for the fiscal year ended December 28, 2008.
|
|
|
|
|
|
18
|
|
Letter re change in accounting principles.
|
|
Attached.
|
|
|
|
|
|
21
|
|
Subsidiaries of Gannett Co., Inc.
|
|
Attached.
|
|
|
|
|
|
23
|
|
Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
|
|
Attached.
|
|
|
|
|
|
31-1
|
|
Certification Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
|
|
Attached.
|
|
|
|
|
|
31-2
|
|
Certification Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
|
|
Attached.
|
|
|
|
|
|
32-1
|
|
Section 1350 Certification.
|
|
Attached.
|
|
|
|
|
|
32-2
|
|
Section 1350 Certification.
|
|
Attached.
|
|
|
|
|
|
101
|
|
The following financial information from Gannett Co., Inc. Annual Report on Form 10-K for the year ended December 30, 2012, formatted in XBRL includes: (i) Consolidated Balance Sheets at December 30, 2012 and December 25, 2011, (ii) Consolidated Statements of Income for the 2012, 2011 and 2010 fiscal years, (iii) Consolidated Statements of Comprehensive Income for the 2012, 2011 and 2010 fiscal years, (iv) Consolidated Cash Flow Statements for the 2012, 2011 and 2010 fiscal years; (v) Consolidated Statements of Equity for the 2012, 2011 and 2010 fiscal years; and (vi) the Notes to Consolidated Financial Statements.
|
|
Attached.
|
*
|
Asterisks identify management contracts and compensatory plans or arrangements.
|
Dated: December 19, 2012
|
GANNETT CO., INC.
|
|
|
|
By: /s/ Kevin E. Lord
|
|
Name: Kevin E. Lord
|
|
Title: Senior Vice President/Human Resources
|
UNIT
|
STATE OF INCORPORATION
|
101, INC.
|
HAWAII
|
6600 BROADVIEW, LLC
|
OHIO
|
ACTION ADVERTISING, INC.
|
WISCONSIN
|
THE ADVERTISER COMPANY
|
ALABAMA
|
ALEXANDRIA NEWSPAPERS, INC.
|
LOUISIANA
|
ARKANSAS TELEVISION COMPANY
|
ARKANSAS
|
BAXTER COUNTY NEWSPAPERS, INC.
|
ARKANSAS
|
BLINQ MEDIA, LLC
|
GEORGIA
|
CAPE PUBLICATIONS, INC.
|
DELAWARE
|
CAREERBUILDER, LLC
|
DELAWARE
|
CENTRAL NEWSPAPERS, INC.
|
INDIANA
|
CITIZEN PUBLISHING COMPANY
|
ARIZONA
|
CLIPPER MAGAZINE, LLC
|
DELAWARE
|
CNF CORP.
|
ARIZONA
|
COMBINED COMMUNICATIONS CORPORATION OF OKLAHOMA, INC.
|
OKLAHOMA
|
THE COURIER-JOURNAL, INC.
|
DELAWARE
|
DES MOINES PRESS CITIZEN LLC
|
DELAWARE
|
DES MOINES REGISTER AND TRIBUNE COMPANY
|
IOWA
|
THE DESERT SUN PUBLISHING COMPANY
|
CALIFORNIA
|
DETROIT FREE PRESS, INC.
|
MICHIGAN
|
DETROIT NEWSPAPER PARTNERSHIP, L.P.
|
DELAWARE
|
DETROIT WEEKEND DIRECT, LLC
|
DELAWARE
|
DIGICOL, INC.
|
DELAWARE
|
FEDERATED PUBLICATIONS, INC.
|
DELAWARE
|
FIRST COAST TOWER GROUP
|
FLORIDA
|
FLORIDA OFFSET HOLDINGS, LLC
|
DELAWARE
|
GCCC, LLC
|
DELAWARE
|
GCOE, LLC
|
DELAWARE
|
GNSS, LLC
|
DELAWARE
|
GANNETT DIRECT MARKETING SERVICES, INC.
|
KENTUCKY
|
GANNETT GOVERNMENT MEDIA CORPORATION
|
DELAWARE
|
GANNETT GEORGIA, LLC
|
DELAWARE
|
GANNETT INTERNATIONAL COMMUNICATIONS, INC.
|
DELAWARE
|
GANNETT MISSOURI PUBLISHING, INC.
|
KANSAS
|
GANNETT NEVADA PUBLISHING, INC.
|
NEVADA
|
GANNETT PACIFIC CORPORATION
|
HAWAII
|
GANNETT PACIFIC PUBLICATIONS, INC.
|
DELAWARE
|
GANNETT PUBLISHING SERVICES, LLC
|
DELAWARE
|
GANNETT RETAIL ADVERTISING GROUP, INC.
|
DELAWARE
|
UNIT
|
STATE OF INCORPORATION
|
GANNETT RIVER STATES PUBLISHING CORPORATION
|
ARKANSAS
|
GANNETT SATELLITE INFORMATION NETWORK, INC.
|
DELAWARE
|
GANNETT SUPPLY CORPORATION
|
DELAWARE
|
GANNETT U.K. LIMITED
|
UNITED KINGDOM
|
GANNETT VERMONT INSURANCE, INC.
|
VERMONT
|
GANNETT VERMONT PUBLISHING, INC.
|
DELAWARE
|
GANSAT ACQUISITION SUBSIDIARY, INC.
|
DELAWARE
|
GUAM PUBLICATIONS, INCORPORATED
|
HAWAII
|
INDIANA NEWSPAPERS, INC.
|
INDIANA
|
KXTV, INC.
|
MICHIGAN
|
LAKE CEDAR GROUP LLC
|
DELAWARE
|
MARION, LLC
|
DELAWARE
|
MMS HOLDINGS, INC.
|
DELAWARE
|
MOBESTREAM MEDIA, INC.
|
DELAWARE
|
MULTIMEDIA, INC.
|
SOUTH CAROLINA
|
MULTIMEDIA ENTERTAINMENT, INC.
|
SOUTH CAROLINA
|
MULTIMEDIA HOLDINGS CORPORATION
|
SOUTH CAROLINA
|
MULTIMEDIA KSDK, INC.
|
SOUTH CAROLINA
|
MUSKOGEE PHOENIX, LLC
|
DELAWARE
|
NEWSQUEST MEDIA GROUP LTD
|
UNITED KINGDOM
|
NEWSQUEST MEDIA (SOUTHERN) LTD.
|
UNITED KINGDOM
|
NEWSQUEST PLC
|
UNITED KINGDOM
|
NUTRITION DIMENSION, INC.
|
CALIFORNIA
|
PACIFIC MEDIA, INC.
|
DELAWARE
|
PACIFIC AND SOUTHERN COMPANY, INC.
|
DELAWARE
|
PERSONIFIED, LLC
|
DELAWARE
|
PHOENIX NEWSPAPERS, INC.
|
ARIZONA
|
PHOENIX OFFSET HOLDINGS, LLC
|
DELAWARE
|
PLANET DISCOVER, LLC
|
DELAWARE
|
POINT ROLL, INC.
|
DELAWARE
|
PRESS-CITIZEN COMPANY INC.
|
IOWA
|
RENO NEWSPAPERS, INC.
|
NEVADA
|
ROVION, LLC
|
DELAWARE
|
SALINAS NEWSPAPERS INC.
|
CALIFORNIA
|
SCHEDULE STAR, LLC
|
DELAWARE
|
SEDONA PUBLISHING COMPANY, INC.
|
ARIZONA
|
SHOPLOCAL, LLC
|
DELAWARE
|
THE SUN COMPANY OF SAN BERNARDINO, CALIFORNIA
|
CALIFORNIA
|
TELEFARM, INC.
|
DELAWARE
|
TEXAS-NEW MEXICO NEWSPAPERS PARTNERSHIP
|
DELAWARE
|
THE TIMES HERALD COMPANY
|
MICHIGAN
|
UNIT
|
STATE OF INCORPORATION
|
TNI PARTNERS
|
ARIZONA
|
US PRESSWIRE, LLC
|
FLORIDA
|
USA TODAY INTERNATIONAL CORPORATION
|
DELAWARE
|
USA TODAY SPORTS MEDIA GROUP, LLC
|
DELAWARE
|
VERTICORE COMMUNICATIONS LTD.
|
CANADA
|
VISALIA NEWSPAPERS INC.
|
CALIFORNIA
|
WFMY TELEVISION CORP.
|
NORTH CAROLINA
|
WKYC HOLDINGS, INC.
|
DELAWARE
|
WKYC-TV, INC.
|
DELAWARE
|
X.COM, INC.
|
DELAWARE
|
1.
|
I have reviewed this annual report on Form 10-K of Gannett Co., Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Gracia C. Martore
|
|
Gracia C. Martore
President and Chief Executive Officer (principal executive officer)
|
|
1.
|
I have reviewed this annual report on Form 10-K of Gannett Co., Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Victoria D. Harker
|
|
Victoria D. Harker
Chief Financial Officer (principal financial officer)
|
|
/s/ Gracia C. Martore
|
|
Gracia C. Martore
President and Chief Executive Officer (principal executive officer)
|
|
/s/ Victoria D. Harker
|
|
Victoria D. Harker
Chief Financial Officer (principal financial officer)
|
|