|
ý
|
QUARTERLY 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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|
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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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Large Accelerated Filer
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ý
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Accelerated Filer
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¨
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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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|
In thousands of dollars, except earnings per share amounts
|
First Quarter
|
|
|
|||||||
|
2013
|
|
2012
|
|
Change
|
|||||
Operating revenues
|
$
|
1,237,735
|
|
|
$
|
1,218,587
|
|
|
2
|
%
|
Operating expenses
|
1,086,678
|
|
|
1,082,929
|
|
|
—
|
%
|
||
Operating income
|
$
|
151,057
|
|
|
$
|
135,658
|
|
|
11
|
%
|
Non-operating expense
|
$
|
29,194
|
|
|
$
|
33,224
|
|
|
(12
|
%)
|
Net income attributable to Gannett Co., Inc.
|
$
|
104,565
|
|
|
$
|
68,223
|
|
|
53
|
%
|
Per share – basic
|
$
|
0.46
|
|
|
$
|
0.29
|
|
|
59
|
%
|
Per share – diluted
|
$
|
0.44
|
|
|
$
|
0.28
|
|
|
57
|
%
|
Publishing Segment Revenues (in thousands of dollars)
|
First Quarter
|
|
|
|||||||
|
2013
|
|
2012
|
|
Change
|
|||||
Advertising
|
$
|
526,499
|
|
|
$
|
551,438
|
|
|
(5
|
%)
|
Circulation
|
285,972
|
|
|
263,336
|
|
|
9
|
%
|
||
All other
|
58,762
|
|
|
59,288
|
|
|
(1
|
%)
|
||
Total Publishing segment revenues
|
$
|
871,233
|
|
|
$
|
874,062
|
|
|
—
|
%
|
Publishing Segment Advertising Revenues (in thousands of dollars)
|
First Quarter
|
|
|
|||||||
|
2013
|
|
2012
|
|
Change
|
|||||
Retail
|
$
|
269,618
|
|
|
$
|
278,978
|
|
|
(3
|
%)
|
National
|
85,518
|
|
|
90,440
|
|
|
(5
|
%)
|
||
Classified
|
171,363
|
|
|
182,020
|
|
|
(6
|
%)
|
||
Total Publishing segment advertising revenues
|
$
|
526,499
|
|
|
$
|
551,438
|
|
|
(5
|
%)
|
Publishing Segment Advertising Revenue Categories
|
First Quarter
|
||||||||||
|
U.S. Publishing
|
|
Newsquest (in pounds)
|
|
Total Publishing Constant Currency
|
|
Total Publishing Segment
|
||||
Retail
|
(3
|
%)
|
|
(2
|
%)
|
|
(3
|
%)
|
|
(3
|
%)
|
National
|
(5
|
%)
|
|
(8
|
%)
|
|
(5
|
%)
|
|
(5
|
%)
|
Classified
|
(5
|
%)
|
|
(6
|
%)
|
|
(6
|
%)
|
|
(6
|
%)
|
Total Publishing segment advertising revenues
|
(4
|
%)
|
|
(5
|
%)
|
|
(4
|
%)
|
|
(5
|
%)
|
Publishing Segment Classified Advertising Revenue Categories
|
First Quarter
|
||||||||||
|
U.S. Publishing
|
|
Newsquest (in pounds)
|
|
Total Publishing Constant Currency
|
|
Total Publishing Segment
|
||||
Automotive
|
(3
|
%)
|
|
(12
|
%)
|
|
(4
|
%)
|
|
(4
|
%)
|
Employment
|
(9
|
%)
|
|
(1
|
%)
|
|
(7
|
%)
|
|
(7
|
%)
|
Real Estate
|
(5
|
%)
|
|
(7
|
%)
|
|
(5
|
%)
|
|
(6
|
%)
|
Legal
|
(9
|
%)
|
|
—
|
%
|
|
(9
|
%)
|
|
(9
|
%)
|
Other
|
(4
|
%)
|
|
(7
|
%)
|
|
(5
|
%)
|
|
(5
|
%)
|
Total Publishing segment classified revenue
|
(5
|
%)
|
|
(6
|
%)
|
|
(6
|
%)
|
|
(6
|
%)
|
In thousands of dollars, except per share amounts
|
First Quarter
|
|
|
|||||||
|
2013
|
|
2012
|
|
Change
|
|||||
|
|
|
|
|
|
|||||
Operating revenues
|
$
|
1,237,735
|
|
|
$
|
1,218,587
|
|
|
2
|
%
|
Adjusted operating expenses, non-GAAP basis
|
1,076,527
|
|
|
1,061,852
|
|
|
1
|
%
|
||
Adjusted operating income, non-GAAP basis
|
$
|
161,208
|
|
|
$
|
156,735
|
|
|
3
|
%
|
|
|
|
|
|
|
|||||
Adjusted net income attributable to Gannett Co., Inc., non-GAAP basis
|
$
|
86,044
|
|
|
$
|
80,800
|
|
|
6
|
%
|
Adjusted diluted earnings per share, non-GAAP basis
|
$
|
0.37
|
|
|
$
|
0.34
|
|
|
9
|
%
|
In thousands of dollars, except per share amounts
|
First Quarter
|
|
|
|||||||
|
2013
|
|
2012
|
|
Change
|
|||||
|
|
|
|
|
|
|||||
Operating expenses (GAAP basis)
|
$
|
1,086,678
|
|
|
$
|
1,082,929
|
|
|
—
|
%
|
Remove special items:
|
|
|
|
|
|
|||||
Workforce restructuring
|
(5,366
|
)
|
|
(16,289
|
)
|
|
(67
|
%)
|
||
Facility consolidation charges
|
(4,785
|
)
|
|
(4,788
|
)
|
|
—
|
%
|
||
As adjusted (non-GAAP basis)
|
$
|
1,076,527
|
|
|
$
|
1,061,852
|
|
|
1
|
%
|
|
|
|
|
|
|
|||||
Operating income (GAAP basis)
|
$
|
151,057
|
|
|
$
|
135,658
|
|
|
11
|
%
|
Remove special items:
|
|
|
|
|
|
|||||
Workforce restructuring
|
5,366
|
|
|
16,289
|
|
|
(67
|
%)
|
||
Facility consolidation charges
|
4,785
|
|
|
4,788
|
|
|
—
|
%
|
||
As adjusted (non-GAAP basis)
|
$
|
161,208
|
|
|
$
|
156,735
|
|
|
3
|
%
|
|
|
|
|
|
|
|||||
Total non-operating (expense) income (GAAP basis)
|
$
|
(29,194
|
)
|
|
$
|
(33,224
|
)
|
|
(12
|
%)
|
Remove special items:
|
|
|
|
|
|
|||||
Facility consolidation and asset impairment charges
|
1,651
|
|
|
—
|
|
|
***
|
|
||
Other non-operating items
|
2,077
|
|
|
—
|
|
|
***
|
|
||
As adjusted (non-GAAP basis)
|
$
|
(25,466
|
)
|
|
$
|
(33,224
|
)
|
|
(23
|
%)
|
|
|
|
|
|
|
|||||
Net income attributable to Gannett Co., Inc. (GAAP basis)
|
$
|
104,565
|
|
|
$
|
68,223
|
|
|
53
|
%
|
Remove special items (net of tax):
|
|
|
|
|
|
|||||
Workforce restructuring
|
3,266
|
|
|
9,689
|
|
|
(66
|
%)
|
||
Facility consolidation and asset impairment charges
|
3,936
|
|
|
2,888
|
|
|
36
|
%
|
||
Other non-operating items
|
2,077
|
|
|
—
|
|
|
***
|
|
||
Prior year tax reserve adjustments
|
(27,800
|
)
|
|
—
|
|
|
***
|
|
||
As adjusted (non-GAAP basis)
|
$
|
86,044
|
|
|
$
|
80,800
|
|
|
6
|
%
|
|
|
|
|
|
|
|||||
Diluted earnings per share (GAAP basis)
|
$
|
0.44
|
|
|
$
|
0.28
|
|
|
57
|
%
|
Remove special items (net of tax):
|
|
|
|
|
|
|||||
Workforce restructuring
|
0.01
|
|
|
0.04
|
|
|
(75
|
%)
|
||
Facility consolidation and asset impairment charges
|
0.02
|
|
|
0.01
|
|
|
***
|
|
||
Other non-operating items
|
0.01
|
|
|
—
|
|
|
***
|
|
||
Prior year tax reserve adjustments
|
(0.12
|
)
|
|
—
|
|
|
***
|
|
||
As adjusted (non-GAAP basis) (a)
|
$
|
0.37
|
|
|
$
|
0.34
|
|
|
9
|
%
|
|
|
|
|
|
|
|||||
(a) Total per share amount does not sum due to rounding.
|
|
|
|
|
|
In thousands of dollars
|
First Quarter
|
|
|
|||||||
|
2013
|
|
2012
|
|
Change
|
|||||
|
|
|
|
|
|
|||||
Publishing segment operating expenses (GAAP basis)
|
$
|
811,096
|
|
|
$
|
812,022
|
|
|
—
|
%
|
Remove special items:
|
|
|
|
|
|
|||||
Workforce restructuring
|
(5,366
|
)
|
|
(17,945
|
)
|
|
(70
|
%)
|
||
Facility consolidation charges
|
(4,785
|
)
|
|
(4,788
|
)
|
|
—
|
%
|
||
As adjusted (non-GAAP basis)
|
$
|
800,945
|
|
|
$
|
789,289
|
|
|
1
|
%
|
|
|
|
|
|
|
|||||
Publishing segment operating income (GAAP basis)
|
$
|
60,137
|
|
|
$
|
62,040
|
|
|
(3
|
%)
|
Remove special items:
|
|
|
|
|
|
|||||
Workforce restructuring
|
5,366
|
|
|
17,945
|
|
|
(70
|
%)
|
||
Facility consolidation charges
|
4,785
|
|
|
4,788
|
|
|
—
|
%
|
||
As adjusted (non-GAAP basis)
|
$
|
70,288
|
|
|
$
|
84,773
|
|
|
(17
|
%)
|
In thousands of dollars
|
First Quarter
|
|
|
|||||||
|
2013
|
|
2012
|
|
Change
|
|||||
Corporate segment operating expenses (GAAP basis)
|
$
|
16,360
|
|
|
$
|
15,260
|
|
|
7
|
%
|
Remove special items:
|
|
|
|
|
|
|||||
Workforce restructuring (insurance settlement benefit)
|
—
|
|
|
1,656
|
|
|
***
|
|
||
As adjusted (non-GAAP basis)
|
$
|
16,360
|
|
|
$
|
16,916
|
|
|
(3
|
%)
|
In thousands of dollars
|
First Quarter
|
||||||
|
2013
|
|
2012
|
||||
|
|
|
|
||||
Income before income taxes as reported
|
$
|
121,863
|
|
|
$
|
102,434
|
|
Net income attributable to noncontrolling interests
|
(11,898
|
)
|
|
(7,611
|
)
|
||
Gannett pretax income (GAAP basis)
|
109,965
|
|
|
94,823
|
|
||
Remove special items:
|
|
|
|
||||
Workforce restructuring
|
5,366
|
|
|
16,289
|
|
||
Facility consolidation and asset impairment charges
|
6,436
|
|
|
4,788
|
|
||
Other non-operating items
|
2,077
|
|
|
—
|
|
||
As adjusted (non-GAAP basis)
|
$
|
123,844
|
|
|
$
|
115,900
|
|
|
|
|
|
||||
Provision for income taxes as reported (GAAP basis)
|
$
|
5,400
|
|
|
$
|
26,600
|
|
Remove special items:
|
|
|
|
||||
Workforce restructuring
|
2,100
|
|
|
6,600
|
|
||
Facility consolidation and asset impairment charges
|
2,500
|
|
|
1,900
|
|
||
Prior year tax reserve adjustments
|
27,800
|
|
|
—
|
|
||
As adjusted (non-GAAP basis)
|
$
|
37,800
|
|
|
$
|
35,100
|
|
|
|
|
|
||||
Effective tax rate (GAAP basis)
|
4.9
|
%
|
|
28.1
|
%
|
||
As adjusted effective tax rate (non-GAAP basis)
|
30.5
|
%
|
|
30.3
|
%
|
•
|
Political and Olympic revenues
- Broadcasting companies generally experience their strongest results in a year that includes both the summer Olympics and a presidential election, as occurred in 2012. The Company achieved record revenues for political and Olympics last year. Political revenues were $150 million in 2012 while the Summer Olympics generated $37 million of revenue, of which $4 million was also political. Due to the absence of the Olympics and significantly lower level of political advertising, Broadcasting segment revenues are expected to be lower this year overall. As discussed above, these declines were offset, in part, by stronger retransmission revenue and core advertising growth in the first quarter of 2013. The Company expects retransmission revenue for 2013 to total approximately $135 million to $140 million, significantly higher than the $97 million in 2012.
|
•
|
Company-wide Digital Revenues
- During 2012, the Company completed its roll out of the All-Access Content Subscription Model. During the first quarter of 2012, six local publishing markets had implemented the new model. By the end of the year, 78 local publishing markets had adopted the new model. As a result of the cycling effect that will accompany this, year-over-year increases in total digital revenues company-wide (up 29% in the first quarter of 2013) are expected to narrow over the course of 2013.
|
•
|
Calendar
- The Company’s 2013 fiscal year will include 52 weeks compared with 53 weeks in 2012. The fourth quarter of 2013 will be comprised of 13 weeks compared with 14 weeks in the fourth quarter of 2012. The Company’s results will be impacted by the extra week in the fourth quarter last year, particularly for the Publishing and Broadcasting segments.
|
•
|
Strategic Initiatives
- Expenses related to new strategic initiatives are expected to be approximately $35 to $40 million in 2013.
|
•
|
Foreign Currency
- The Company’s U.K. publishing operations are conducted through its Newsquest subsidiary. Newsquest earnings are translated at the average British pound-to-U.S. dollar exchange rate. Therefore, a weakening of the exchange rate will diminish Newsquest earnings contribution to consolidated results. Newsquest results for 2012 were translated from the British pound sterling to U.S. dollars at an average rate of 1.58. British pound sterling amounts on the condensed consolidated balance sheet at the end of the first quarter of 2013 were translated into U.S. dollars at a rate of 1.52.
|
In thousands of dollars
|
First Quarter
|
||||||
|
2013
|
|
2012
|
||||
Net cash flow from operating activities
|
$
|
36,283
|
|
|
$
|
162,087
|
|
Purchase of property, plant and equipment
|
(16,097
|
)
|
|
(18,165
|
)
|
||
Voluntary pension employer contributions
|
15,507
|
|
|
—
|
|
||
Tax benefit for voluntary pension employer contributions
|
(6,125
|
)
|
|
—
|
|
||
Payments for investments
|
(1,001
|
)
|
|
(500
|
)
|
||
Proceeds from investments
|
10,060
|
|
|
4,326
|
|
||
Free cash flow
|
$
|
38,627
|
|
|
$
|
147,748
|
|
|
Mar. 31, 2013
|
|
Dec. 30, 2012
|
||||
|
(Unaudited)
|
|
|
||||
ASSETS
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
142,833
|
|
|
$
|
175,030
|
|
Trade receivables, less allowance for doubtful receivables of $18,623 and $22,006, respectively
|
628,930
|
|
|
678,845
|
|
||
Other receivables
|
21,267
|
|
|
20,162
|
|
||
Inventories
|
59,467
|
|
|
56,389
|
|
||
Deferred income taxes
|
17,636
|
|
|
15,840
|
|
||
Prepaid expenses and other current assets
|
105,174
|
|
|
108,946
|
|
||
Assets held for sale
|
30,250
|
|
|
17,508
|
|
||
Total current assets
|
1,005,557
|
|
|
1,072,720
|
|
||
Property, plant and equipment
|
|
|
|
||||
Cost
|
3,905,444
|
|
|
3,972,949
|
|
||
Less accumulated depreciation
|
(2,438,750
|
)
|
|
(2,454,271
|
)
|
||
Net property, plant and equipment
|
1,466,694
|
|
|
1,518,678
|
|
||
Intangible and other assets
|
|
|
|
||||
Goodwill
|
2,841,171
|
|
|
2,846,869
|
|
||
Indefinite-lived and amortizable intangible assets, less accumulated amortization
|
490,751
|
|
|
499,913
|
|
||
Deferred income taxes
|
138,946
|
|
|
158,275
|
|
||
Investments and other assets
|
284,290
|
|
|
283,431
|
|
||
Total intangible and other assets
|
3,755,158
|
|
|
3,788,488
|
|
||
Total assets
|
$
|
6,227,409
|
|
|
$
|
6,379,886
|
|
|
Mar. 31, 2013
|
|
Dec. 30, 2012
|
||||
|
(Unaudited)
|
|
|
||||
LIABILITIES AND EQUITY
|
|
|
|
|
|||
Current liabilities
|
|
|
|
||||
Accounts payable and current portion of film contracts payable
|
$
|
175,103
|
|
|
$
|
211,833
|
|
Compensation, interest and other accruals
|
348,444
|
|
|
402,340
|
|
||
Dividends payable
|
45,948
|
|
|
45,963
|
|
||
Income taxes
|
43,744
|
|
|
44,985
|
|
||
Deferred income
|
248,953
|
|
|
229,395
|
|
||
Total current liabilities
|
862,192
|
|
|
934,516
|
|
||
Income taxes
|
46,582
|
|
|
83,260
|
|
||
Long-term debt
|
1,449,226
|
|
|
1,432,100
|
|
||
Postretirement medical and life insurance liabilities
|
145,572
|
|
|
149,937
|
|
||
Pension liabilities
|
908,027
|
|
|
1,007,325
|
|
||
Other long-term liabilities
|
222,408
|
|
|
222,182
|
|
||
Total liabilities
|
3,634,007
|
|
|
3,829,320
|
|
||
|
|
|
|
||||
Redeemable noncontrolling interests
|
12,673
|
|
|
10,654
|
|
||
|
|
|
|
||||
Commitments and contingent liabilities (See Note 14)
|
|
|
|
|
|
||
|
|
|
|
||||
Equity
|
|
|
|
||||
Gannett Co., Inc. shareholders’ equity
|
|
|
|
||||
Preferred stock of $1 par value per share
|
|
|
|
||||
Authorized: 2,000,000 shares; Issued: none
|
—
|
|
|
—
|
|
||
Common stock of $1 par value per share
|
|
|
|
||||
Authorized: 800,000,000 shares;
|
|
|
|
||||
Issued: 324,418,632 shares
|
324,419
|
|
|
324,419
|
|
||
Additional paid-in capital
|
569,146
|
|
|
567,515
|
|
||
Retained earnings
|
7,573,703
|
|
|
7,514,858
|
|
||
Accumulated other comprehensive loss
|
(709,334
|
)
|
|
(701,141
|
)
|
||
|
7,757,934
|
|
|
7,705,651
|
|
||
Less treasury stock, 95,532,474 shares and 94,376,534 shares, respectively, at cost
|
(5,375,691
|
)
|
|
(5,355,037
|
)
|
||
Total Gannett Co., Inc. shareholders’ equity
|
2,382,243
|
|
|
2,350,614
|
|
||
Noncontrolling interests
|
198,486
|
|
|
189,298
|
|
||
Total equity
|
2,580,729
|
|
|
2,539,912
|
|
||
Total liabilities and equity
|
$
|
6,227,409
|
|
|
$
|
6,379,886
|
|
|
Thirteen Weeks Ended
|
||||||
|
Mar. 31, 2013
|
|
Mar. 25, 2012
|
||||
|
|
|
|
||||
Net Operating Revenues:
|
|
|
|
||||
Publishing advertising
|
$
|
526,499
|
|
|
$
|
551,438
|
|
Publishing circulation
|
285,972
|
|
|
263,336
|
|
||
Digital
|
174,922
|
|
|
168,352
|
|
||
Broadcasting
|
191,580
|
|
|
176,173
|
|
||
All other
|
58,762
|
|
|
59,288
|
|
||
Total
|
1,237,735
|
|
|
1,218,587
|
|
||
|
|
|
|
||||
Operating Expenses:
|
|
|
|
||||
Cost of sales and operating expenses, exclusive of depreciation
|
719,724
|
|
|
722,240
|
|
||
Selling, general and administrative expenses, exclusive of depreciation
|
314,115
|
|
|
308,319
|
|
||
Depreciation
|
38,926
|
|
|
39,703
|
|
||
Amortization of intangible assets
|
9,128
|
|
|
7,879
|
|
||
Facility consolidation charges
|
4,785
|
|
|
4,788
|
|
||
Total
|
1,086,678
|
|
|
1,082,929
|
|
||
Operating income
|
151,057
|
|
|
135,658
|
|
||
|
|
|
|
||||
Non-operating (expense) income:
|
|
|
|
||||
Equity income in unconsolidated investees, net
|
7,794
|
|
|
4,312
|
|
||
Interest expense
|
(35,405
|
)
|
|
(39,571
|
)
|
||
Other non-operating items
|
(1,583
|
)
|
|
2,035
|
|
||
Total
|
(29,194
|
)
|
|
(33,224
|
)
|
||
|
|
|
|
||||
Income before income taxes
|
121,863
|
|
|
102,434
|
|
||
Provision for income taxes
|
5,400
|
|
|
26,600
|
|
||
Net income
|
116,463
|
|
|
75,834
|
|
||
Net income attributable to noncontrolling interests
|
(11,898
|
)
|
|
(7,611
|
)
|
||
Net income attributable to Gannett Co., Inc.
|
$
|
104,565
|
|
|
$
|
68,223
|
|
|
|
|
|
||||
Net income per share – basic
|
$
|
0.46
|
|
|
$
|
0.29
|
|
Net income per share – diluted
|
$
|
0.44
|
|
|
$
|
0.28
|
|
Dividends declared per share
|
$
|
0.20
|
|
|
$
|
0.20
|
|
|
Thirteen Weeks Ended
|
||||||
|
Mar. 31, 2013
|
|
Mar. 25, 2012
|
||||
|
|
|
|
||||
Net income
|
$
|
116,463
|
|
|
$
|
75,834
|
|
Redeemable noncontrolling interests (income not available to shareholders)
|
(274
|
)
|
|
—
|
|
||
Other comprehensive income, before tax:
|
|
|
|
||||
Foreign currency translation adjustments
|
(32,586
|
)
|
|
11,007
|
|
||
Pension and other postretirement benefit items:
|
|
|
|
||||
Amortization of prior service credit, net
|
(422
|
)
|
|
(2,872
|
)
|
||
Amortization of actuarial loss
|
15,860
|
|
|
14,155
|
|
||
Other
|
19,086
|
|
|
(3,855
|
)
|
||
Pension and other postretirement benefit items
|
34,524
|
|
|
7,428
|
|
||
Other
|
(1,786
|
)
|
|
1,787
|
|
||
Other comprehensive (loss) income, before tax
|
152
|
|
|
20,222
|
|
||
Income tax effect related to components of other comprehensive income
|
(10,131
|
)
|
|
(3,215
|
)
|
||
Other comprehensive (loss) income, net of tax
|
(9,979
|
)
|
|
17,007
|
|
||
Comprehensive income
|
106,210
|
|
|
92,841
|
|
||
Comprehensive income attributable to noncontrolling interests, net of tax
|
(9,838
|
)
|
|
(9,398
|
)
|
||
Comprehensive income attributable to Gannett Co., Inc.
|
$
|
96,372
|
|
|
$
|
83,443
|
|
|
Thirteen Weeks Ended
|
||||||
|
Mar. 31, 2013
|
|
Mar. 25, 2012
|
||||
|
|
|
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
116,463
|
|
|
$
|
75,834
|
|
Adjustments to reconcile net income to operating cash flows:
|
|
|
|
||||
Depreciation and amortization
|
48,054
|
|
|
47,582
|
|
||
Facility consolidation charges
|
5,705
|
|
|
4,788
|
|
||
Pension contributions, net of pension expense
|
(72,241
|
)
|
|
(47,604
|
)
|
||
Equity income in unconsolidated investees, net
|
(7,794
|
)
|
|
(4,312
|
)
|
||
Stock-based compensation – equity awards
|
8,232
|
|
|
6,631
|
|
||
Change in other assets and liabilities, net
|
(62,136
|
)
|
|
79,168
|
|
||
Net cash flow from operating activities
|
36,283
|
|
|
162,087
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Purchase of property, plant and equipment
|
(16,097
|
)
|
|
(18,165
|
)
|
||
Payments for acquisitions, net of cash acquired
|
(1,641
|
)
|
|
(8,004
|
)
|
||
Payments for investments
|
(1,001
|
)
|
|
(500
|
)
|
||
Proceeds from investments
|
10,060
|
|
|
4,326
|
|
||
Proceeds from sale of assets
|
2,348
|
|
|
642
|
|
||
Net cash used for investing activities
|
(6,331
|
)
|
|
(21,701
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from (payments of) borrowings under revolving credit agreements, net
|
15,000
|
|
|
(97,000
|
)
|
||
Dividends paid
|
(45,806
|
)
|
|
(18,952
|
)
|
||
Cost of common shares repurchased
|
(32,770
|
)
|
|
(35,525
|
)
|
||
Proceeds from issuance of common stock upon exercise of stock options
|
5,918
|
|
|
2,275
|
|
||
Distribution to noncontrolling interests
|
(218
|
)
|
|
—
|
|
||
Deferred payments for acquisitions
|
(3,693
|
)
|
|
(1,027
|
)
|
||
Net cash used for financing activities
|
(61,569
|
)
|
|
(150,229
|
)
|
||
Effect of currency exchange rate change on cash
|
(580
|
)
|
|
396
|
|
||
Net decrease in cash and cash equivalents
|
(32,197
|
)
|
|
(9,447
|
)
|
||
Balance of cash and cash equivalents at beginning of period
|
175,030
|
|
|
166,926
|
|
||
Balance of cash and cash equivalents at end of period
|
$
|
142,833
|
|
|
$
|
157,479
|
|
In thousands of dollars
|
Mar. 31, 2013
|
|
Dec. 30, 2012
|
||||||||||||
|
Gross
|
|
Accumulated Amortization
|
|
Gross
|
|
Accumulated Amortization
|
||||||||
Goodwill
|
$
|
2,841,171
|
|
|
$
|
—
|
|
|
$
|
2,846,869
|
|
|
$
|
—
|
|
Indefinite-lived intangibles:
|
|
|
|
|
|
|
|
||||||||
Mastheads and trade names
|
94,733
|
|
|
—
|
|
|
95,308
|
|
|
—
|
|
||||
Television station FCC licenses
|
255,304
|
|
|
—
|
|
|
255,304
|
|
|
—
|
|
||||
Amortizable intangible assets:
|
|
|
|
|
|
|
|
||||||||
Customer relationships
|
312,422
|
|
|
203,144
|
|
|
313,567
|
|
|
197,300
|
|
||||
Other
|
56,680
|
|
|
25,244
|
|
|
56,965
|
|
|
23,931
|
|
In thousands of dollars
|
Publishing
|
|
Digital
|
|
Broadcasting
|
|
Total
|
||||||||
Balance at Dec. 30, 2012
|
|
|
|
|
|
|
|
||||||||
Goodwill
|
$
|
7,754,959
|
|
|
$
|
722,781
|
|
|
$
|
1,618,602
|
|
|
$
|
10,096,342
|
|
Accumulated impairment losses
|
(7,132,817
|
)
|
|
(116,656
|
)
|
|
—
|
|
|
(7,249,473
|
)
|
||||
Net balance at Dec. 30, 2012
|
622,142
|
|
|
606,125
|
|
|
1,618,602
|
|
|
2,846,869
|
|
||||
Activity during the period
|
|
|
|
|
|
|
|
||||||||
Acquisitions and adjustments
|
383
|
|
|
9,043
|
|
|
—
|
|
|
9,426
|
|
||||
Foreign currency exchange rate changes
|
(11,518
|
)
|
|
(3,536
|
)
|
|
(70
|
)
|
|
(15,124
|
)
|
||||
Total
|
(11,135
|
)
|
|
5,507
|
|
|
(70
|
)
|
|
(5,698
|
)
|
||||
Balance at Mar. 31, 2013
|
|
|
|
|
|
|
|
||||||||
Goodwill
|
7,607,236
|
|
|
728,288
|
|
|
1,618,532
|
|
|
9,954,056
|
|
||||
Accumulated impairment losses
|
(6,996,229
|
)
|
|
(116,656
|
)
|
|
—
|
|
|
(7,112,885
|
)
|
||||
Net balance at Mar. 31, 2013
|
$
|
611,007
|
|
|
$
|
611,632
|
|
|
$
|
1,618,532
|
|
|
$
|
2,841,171
|
|
In thousands of dollars
|
Mar. 31, 2013
|
|
Dec. 30, 2012
|
||||
Borrowings under revolving credit agreements expiring September 2014
|
$
|
220,000
|
|
|
$
|
205,000
|
|
Unsecured notes bearing fixed rate interest at 8.75% due November 2014
|
248,578
|
|
|
248,376
|
|
||
Unsecured notes bearing fixed rate interest at 10% due June 2015
|
61,743
|
|
|
61,286
|
|
||
Unsecured notes bearing fixed rate interest at 6.375% due September 2015
|
248,626
|
|
|
248,497
|
|
||
Unsecured notes bearing fixed rate interest at 10% due April 2016
|
175,378
|
|
|
174,241
|
|
||
Unsecured notes bearing fixed rate interest at 9.375% due November 2017 (a)
|
247,647
|
|
|
247,547
|
|
||
Unsecured notes bearing fixed rate interest at 7.125% due September 2018
|
247,254
|
|
|
247,153
|
|
||
Total long-term debt
|
$
|
1,449,226
|
|
|
$
|
1,432,100
|
|
|
|
|
|
||||
(a) Callable commencing on November 15, 2013 at 104.688% of the principal amount.
|
|
|
|
In thousands of dollars
|
Thirteen Weeks Ended
|
||||||
|
Mar. 31, 2013
|
|
Mar. 25, 2012
|
||||
Service cost-benefits earned during the period
|
$
|
2,125
|
|
|
$
|
2,032
|
|
Interest cost on benefit obligation
|
35,183
|
|
|
39,654
|
|
||
Expected return on plan assets
|
(49,543
|
)
|
|
(47,649
|
)
|
||
Amortization of prior service cost
|
1,878
|
|
|
1,928
|
|
||
Amortization of actuarial loss
|
15,360
|
|
|
13,505
|
|
||
Expense for Company-sponsored retirement plans
|
$
|
5,003
|
|
|
$
|
9,470
|
|
In thousands of dollars
|
Thirteen Weeks Ended
|
||||||
|
Mar. 31, 2013
|
|
Mar. 25, 2012
|
||||
Service cost-benefits earned during the period
|
$
|
175
|
|
|
$
|
175
|
|
Interest cost on net benefit obligation
|
1,525
|
|
|
2,050
|
|
||
Amortization of prior service credit
|
(2,300
|
)
|
|
(4,800
|
)
|
||
Amortization of actuarial loss
|
500
|
|
|
650
|
|
||
Net periodic postretirement benefit credit
|
$
|
(100
|
)
|
|
$
|
(1,925
|
)
|
In thousands of dollars
|
Unrecognized Tax Benefits
|
||
Balance at Dec. 30, 2012
|
$
|
86,180
|
|
Changes in unrecognized tax benefits:
|
|
||
Additions based on tax positions related to the current year
|
1,890
|
|
|
Reductions for tax positions of prior years
|
(15,508
|
)
|
|
Settlements
|
(277
|
)
|
|
Reductions due to lapse of statutes of limitations
|
(14,404
|
)
|
|
Balance at Mar. 31, 2013
|
$
|
57,881
|
|
In thousands of dollars
|
Gannett Co., Inc. Shareholders’ Equity
|
|
Noncontrolling Interests
|
|
Total Equity
|
||||||
|
|
|
|
|
|
||||||
Balance at Dec. 30, 2012
|
$
|
2,350,614
|
|
|
$
|
189,298
|
|
|
$
|
2,539,912
|
|
Comprehensive income:
|
|
|
|
|
|
||||||
Net income
|
104,565
|
|
|
11,898
|
|
|
116,463
|
|
|||
Redeemable noncontrolling interests (income not available to shareholders)
|
—
|
|
|
(274
|
)
|
|
(274
|
)
|
|||
Other comprehensive income
|
(8,193
|
)
|
|
(1,786
|
)
|
|
(9,979
|
)
|
|||
Total comprehensive income
|
96,372
|
|
|
9,838
|
|
|
106,210
|
|
|||
Dividends declared
|
(45,721
|
)
|
|
—
|
|
|
(45,721
|
)
|
|||
Stock-based compensation
|
8,232
|
|
|
—
|
|
|
8,232
|
|
|||
Treasury shares acquired
|
(32,770
|
)
|
|
—
|
|
|
(32,770
|
)
|
|||
Other activity
|
5,516
|
|
|
(650
|
)
|
|
4,866
|
|
|||
Balance at Mar. 31, 2013
|
$
|
2,382,243
|
|
|
$
|
198,486
|
|
|
$
|
2,580,729
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
Balance at Dec. 25, 2011
|
$
|
2,327,891
|
|
|
$
|
184,134
|
|
|
$
|
2,512,025
|
|
Comprehensive income:
|
|
|
|
|
|
||||||
Net income
|
68,223
|
|
|
7,611
|
|
|
75,834
|
|
|||
Other comprehensive income
|
15,220
|
|
|
1,787
|
|
|
17,007
|
|
|||
Total comprehensive income
|
83,443
|
|
|
9,398
|
|
|
92,841
|
|
|||
Dividends declared
|
(47,408
|
)
|
|
—
|
|
|
(47,408
|
)
|
|||
Stock-based compensation
|
6,631
|
|
|
—
|
|
|
6,631
|
|
|||
Treasury shares acquired
|
(35,525
|
)
|
|
—
|
|
|
(35,525
|
)
|
|||
Other activity
|
2,254
|
|
|
—
|
|
|
2,254
|
|
|||
Balance at Mar. 25, 2012
|
$
|
2,337,286
|
|
|
$
|
193,532
|
|
|
$
|
2,530,818
|
|
In thousands of dollars
|
Retirement Plans
|
|
Foreign Currency Translation
|
|
Total
|
||||||
|
|
|
|
|
|
||||||
Balance at Dec. 30, 2012
|
$
|
(1,119,263
|
)
|
|
$
|
418,122
|
|
|
$
|
(701,141
|
)
|
Other comprehensive income before reclassifications
|
14,697
|
|
|
(32,586
|
)
|
|
(17,889
|
)
|
|||
Amounts reclassified from accumulated other comprehensive income
|
9,696
|
|
|
—
|
|
|
9,696
|
|
|||
Other comprehensive income
|
24,393
|
|
|
(32,586
|
)
|
|
(8,193
|
)
|
|||
Balance at Mar. 31, 2013
|
$
|
(1,094,870
|
)
|
|
$
|
385,536
|
|
|
$
|
(709,334
|
)
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
Balance at Dec. 25, 2011
|
$
|
(995,853
|
)
|
|
$
|
400,014
|
|
|
$
|
(595,839
|
)
|
Other comprehensive income before reclassifications
|
(2,873
|
)
|
|
11,007
|
|
|
8,134
|
|
|||
Amounts reclassified from accumulated other comprehensive income
|
7,086
|
|
|
—
|
|
|
7,086
|
|
|||
Other comprehensive income
|
4,213
|
|
|
11,007
|
|
|
15,220
|
|
|||
Balance at Mar. 25, 2012
|
$
|
(991,640
|
)
|
|
$
|
411,021
|
|
|
$
|
(580,619
|
)
|
In thousands of dollars
|
Thirteen Weeks Ended
|
||||||
|
Mar. 31, 2013
|
|
Mar. 25, 2012
|
||||
Amortization of prior service credit
|
$
|
(422
|
)
|
|
$
|
(2,872
|
)
|
Amortization of actuarial loss
|
15,860
|
|
|
14,155
|
|
||
Total reclassifications, before tax
|
15,438
|
|
|
11,283
|
|
||
Income tax effect
|
(5,742
|
)
|
|
(4,197
|
)
|
||
Total reclassifications, net of tax
|
$
|
9,696
|
|
|
$
|
7,086
|
|
In thousands of dollars
|
Fair Value Measurements as of Mar. 31, 2013
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Employee compensation related investments
|
$
|
25,747
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
25,747
|
|
Sundry investments
|
30,933
|
|
|
—
|
|
|
—
|
|
|
30,933
|
|
||||
Total assets
|
$
|
56,680
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
56,680
|
|
|
|
|
|
|
|
|
|
||||||||
Contingent consideration payable
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
30,384
|
|
|
$
|
30,384
|
|
Total liabilities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
30,384
|
|
|
$
|
30,384
|
|
In thousands of dollars
|
Fair Value Measurements as of Dec. 30, 2012
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Employee compensation related investments
|
$
|
23,043
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
23,043
|
|
Sundry investments
|
29,090
|
|
|
—
|
|
|
—
|
|
|
29,090
|
|
||||
Total assets
|
$
|
52,133
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
52,133
|
|
|
|
|
|
|
|
|
|
||||||||
Contingent consideration payable
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
26,170
|
|
|
$
|
26,170
|
|
Total liabilities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
26,170
|
|
|
$
|
26,170
|
|
In thousands of dollars
|
Thirteen Weeks Ended
|
||||||
|
Mar. 31, 2013
|
|
Mar. 25, 2012
|
||||
|
|
|
|
||||
Net Operating Revenues:
|
|
|
|
||||
Publishing
|
$
|
871,233
|
|
|
$
|
874,062
|
|
Digital
|
174,922
|
|
|
168,352
|
|
||
Broadcasting
|
191,580
|
|
|
176,173
|
|
||
Total
|
$
|
1,237,735
|
|
|
$
|
1,218,587
|
|
|
|
|
|
||||
Operating Income (net of depreciation, amortization and facility consolidation charges):
|
|
|
|
||||
Publishing
|
$
|
60,137
|
|
|
$
|
62,040
|
|
Digital
|
23,604
|
|
|
16,263
|
|
||
Broadcasting
|
83,676
|
|
|
72,615
|
|
||
Corporate
|
(16,360
|
)
|
|
(15,260
|
)
|
||
Total
|
$
|
151,057
|
|
|
$
|
135,658
|
|
|
|
|
|
||||
Depreciation, amortization and facility consolidation charges:
|
|
|
|
||||
Publishing
|
$
|
32,236
|
|
|
$
|
33,214
|
|
Digital
|
9,107
|
|
|
7,905
|
|
||
Broadcasting
|
6,935
|
|
|
7,110
|
|
||
Corporate
|
4,561
|
|
|
4,141
|
|
||
Total
|
$
|
52,839
|
|
|
$
|
52,370
|
|
In thousands except per share amounts
|
Thirteen Weeks Ended
|
||||||
|
Mar. 31, 2013
|
|
Mar. 25, 2012
|
||||
|
|
|
|
||||
Net income attributable to Gannett Co., Inc.
|
$
|
104,565
|
|
|
$
|
68,223
|
|
|
|
|
|
||||
Weighted average number of common shares outstanding - basic
|
229,396
|
|
|
236,280
|
|
||
Effect of dilutive securities
|
|
|
|
||||
Stock options
|
1,067
|
|
|
1,139
|
|
||
Restricted stock
|
2,838
|
|
|
2,632
|
|
||
Performance share units
|
1,861
|
|
|
360
|
|
||
Weighted average number of common shares outstanding - diluted
|
235,162
|
|
|
240,411
|
|
||
|
|
|
|
||||
Net income per share-basic
|
$
|
0.46
|
|
|
$
|
0.29
|
|
Net income per share-diluted
|
$
|
0.44
|
|
|
$
|
0.28
|
|
In thousands of dollars
|
Thirteen Weeks Ended
|
||||||
|
Mar. 31, 2013
|
|
Mar. 25, 2012
|
||||
Income taxes, net of refunds
|
$
|
39,180
|
|
|
$
|
(4,088
|
)
|
Interest
|
$
|
22,783
|
|
|
$
|
22,871
|
|
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 Purchased Under the Program
|
||||||
12/31/12 – 2/3/13
|
|
581,061
|
|
|
$
|
19.14
|
|
|
581,061
|
|
|
$
|
138,995,850
|
|
2/4/13 – 3/3/13
|
|
532,200
|
|
|
$
|
19.66
|
|
|
532,200
|
|
|
$
|
128,530,523
|
|
3/4/13 – 3/31/13
|
|
527,000
|
|
|
$
|
21.22
|
|
|
527,000
|
|
|
$
|
117,346,362
|
|
Total 1st Quarter 2013
|
|
1,640,261
|
|
|
$
|
19.98
|
|
|
1,640,261
|
|
|
$
|
117,346,362
|
|
Date: May 8, 2013
|
GANNETT CO., INC.
|
|
|
|
/s/ Teresa S. Gendron
|
|
Teresa S. Gendron
|
|
Vice President and Controller
|
|
(on behalf of Registrant and as Chief Accounting Officer)
|
(1)
|
The amendment of the Certificate of Incorporation of the Corporation (except as provided under the Delaware General Corporation Law);
|
(2)
|
The amendment of the By-laws of the Corporation;
|
(3)
|
Approval or recommending to stockholders any action which must be submitted to stockholders for approval under the Delaware General Corporation Law.
|
(a)
|
Chairman of the Board: The Chairman of the Board shall be a director of the Corporation and shall preside at all meetings of the Board and of the Executive Committee of the Board and at all meetings of stockholders. The Chairman of the
|
(b)
|
President and Chief Executive Officer: The President and Chief Executive Officer shall be the chief executive officer of the Corporation and shall be a director of the Corporation. In the absence of the Chairman, the President and Chief Executive Officer shall preside at all meetings of the Board and of the Executive Committee of the Board and at all meetings of stockholders.
|
(c)
|
Vice Presidents: The Board of Directors shall determine the powers and duties of the respective Vice Presidents and may, in its discretion, fix such order of seniority among the respective Vice Presidents as it may deem advisable.
|
(d)
|
Secretary: The Secretary shall issue notices of all meetings of the stockholders and Directors where notices of such meetings are required by law or these By-laws and shall keep the minutes of such meetings. He shall sign such instruments and attest such documents as require his signature of attestation and affix the corporate seal thereto where appropriate.
|
(e)
|
Treasurer: The Treasurer shall have custody of all funds and securities of the Corporation and shall sign all instruments and documents as require his signature. He shall perform all acts incident to the position of Treasurer, subject to the control of the Board of Directors.
|
(f)
|
Controller: The Controller shall be in charge of the accounts of the Corporation and he shall have such powers and perform such duties as may be assigned to him by the Board of Directors.
|
(g)
|
General Counsel: The General Counsel shall have general control of all matters of legal import concerning the Corporation.
|
(a)
|
The Committee shall have the authority to adjust the number of Performance Shares that are payable under the Award Agreement, adjust the Total Shareholder Return calculations or alter the methodology for calculating the number of Performance Shares to the extent permitted by Code Section 162(m) and the Plan, including the effects of a stock split, reverse stock split, stock dividend, spin-off or similar transaction.
|
(b)
|
The aggregate grant with respect to awards of Performance Shares or Restricted Stock Units made in any one fiscal year to any one participant under the Plan may not exceed the value of five hundred thousand (500,000) Shares.
|
(c)
|
Before any Performance Shares are paid to the Employee, the Committee will certify, in writing, the Company's satisfaction of the pre-established performance target and the number of Performance Shares payable to the Employee.
|
I,
|
Gracia C. Martore, certify that:
|
1.
|
I have reviewed this quarterly report on Form 10-Q 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.
|
Date: May 8, 2013
|
|
/s/ Gracia C. Martore
|
Gracia C. Martore
|
President and Chief Executive Officer
|
(principal executive officer)
|
I,
|
Victoria D. Harker, certify that:
|
1.
|
I have reviewed this quarterly report on Form 10-Q 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.
|
Date: May 8, 2013
|
|
/s/ Victoria D. Harker
|
Victoria D. Harker
|
Chief Financial Officer (principal financial officer)
|
(1)
|
the Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Gannett.
|
/s/ Gracia C. Martore
|
Gracia C. Martore
|
President and Chief Executive Officer
|
(principal executive officer)
|
May 8, 2013
|
(1)
|
the Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Gannett.
|
/s/ Victoria D. Harker
|
Victoria D. Harker
|
Chief Financial Officer (principal financial officer)
|
May 8, 2013
|