|
ý
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
16-0442930
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
|
|
|
7950 Jones Branch Drive, McLean, Virginia
|
|
22107-0910
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Large Accelerated Filer
|
ý
|
Accelerated Filer
|
¨
|
|
|
|
|
Non-Accelerated Filer
|
¨
|
Smaller Reporting Company
|
¨
|
|
In thousands of dollars, except earnings per share amounts
|
Third Quarter
|
|
Year-to-Date
|
||||||||||||||||||
|
2013
|
|
2012
|
|
Change
|
|
2013
|
|
2012
|
|
Change
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating revenues
|
$
|
1,252,890
|
|
|
$
|
1,309,261
|
|
|
(4
|
%)
|
|
$
|
3,793,324
|
|
|
$
|
3,834,888
|
|
|
(1
|
%)
|
Operating expenses
|
1,081,192
|
|
|
1,092,062
|
|
|
(1
|
%)
|
|
3,267,687
|
|
|
3,265,513
|
|
|
—
|
%
|
||||
Operating income
|
$
|
171,698
|
|
|
$
|
217,199
|
|
|
(21
|
%)
|
|
$
|
525,637
|
|
|
$
|
569,375
|
|
|
(8
|
%)
|
Non-operating expense
|
$
|
47,497
|
|
|
$
|
29,891
|
|
|
59
|
%
|
|
$
|
113,232
|
|
|
$
|
92,874
|
|
|
22
|
%
|
Provision for income taxes
|
$
|
26,700
|
|
|
$
|
38,700
|
|
|
(31
|
%)
|
|
$
|
71,700
|
|
|
$
|
116,500
|
|
|
(38
|
%)
|
Net income attributable to Gannett Co., Inc.
|
$
|
79,748
|
|
|
$
|
133,083
|
|
|
(40
|
%)
|
|
$
|
297,933
|
|
|
$
|
321,195
|
|
|
(7
|
%)
|
Per share – basic
|
$
|
0.35
|
|
|
$
|
0.58
|
|
|
(40
|
%)
|
|
$
|
1.30
|
|
|
$
|
1.38
|
|
|
(6
|
%)
|
Per share – diluted
|
$
|
0.34
|
|
|
$
|
0.56
|
|
|
(39
|
%)
|
|
$
|
1.27
|
|
|
$
|
1.35
|
|
|
(6
|
%)
|
Publishing Segment Revenues
(in thousands of dollars)
|
Third Quarter
|
|
Year-to-Date
|
||||||||||||||||||
|
2013
|
|
2012
|
|
Change
|
|
2013
|
|
2012
|
|
Change
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Advertising
|
$
|
520,189
|
|
|
$
|
552,676
|
|
|
(6
|
%)
|
|
$
|
1,609,164
|
|
|
$
|
1,698,376
|
|
|
(5
|
%)
|
Circulation
|
274,999
|
|
|
276,655
|
|
|
(1
|
%)
|
|
840,626
|
|
|
803,929
|
|
|
5
|
%
|
||||
All other
|
62,891
|
|
|
60,869
|
|
|
3
|
%
|
|
183,753
|
|
|
182,290
|
|
|
1
|
%
|
||||
Total Publishing Segment revenues
|
$
|
858,079
|
|
|
$
|
890,200
|
|
|
(4
|
%)
|
|
$
|
2,633,543
|
|
|
$
|
2,684,595
|
|
|
(2
|
%)
|
Publishing Segment Advertising Revenues
(in thousands of dollars)
|
Third Quarter
|
|
Year-to-Date
|
||||||||||||||||||
|
2013
|
|
2012
|
|
Change
|
|
2013
|
|
2012
|
|
Change
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Retail
|
$
|
269,516
|
|
|
$
|
281,673
|
|
|
(4
|
%)
|
|
$
|
831,553
|
|
|
$
|
871,151
|
|
|
(5
|
%)
|
National
|
81,489
|
|
|
90,582
|
|
|
(10
|
%)
|
|
261,315
|
|
|
276,226
|
|
|
(5
|
%)
|
||||
Classified
|
169,184
|
|
|
180,421
|
|
|
(6
|
%)
|
|
516,296
|
|
|
550,999
|
|
|
(6
|
%)
|
||||
Total Publishing Segment advertising revenues
|
$
|
520,189
|
|
|
$
|
552,676
|
|
|
(6
|
%)
|
|
$
|
1,609,164
|
|
|
$
|
1,698,376
|
|
|
(5
|
%)
|
Publishing Segment Advertising Revenue Categories
|
Third Quarter
|
||||||||||
|
U.S. Publishing
|
|
Newsquest (in pounds)
|
|
Total Publishing Constant Currency
|
|
Total Publishing Segment
|
||||
|
|
|
|
|
|
|
|
||||
Retail
|
(5
|
%)
|
|
1
|
%
|
|
(4
|
%)
|
|
(4
|
%)
|
National
|
(10
|
%)
|
|
(12
|
%)
|
|
(10
|
%)
|
|
(10
|
%)
|
Classified
|
(5
|
%)
|
|
(8
|
%)
|
|
(6
|
%)
|
|
(6
|
%)
|
Total Publishing Segment advertising revenues
|
(6
|
%)
|
|
(5
|
%)
|
|
(6
|
%)
|
|
(6
|
%)
|
|
|
|
|
|
|
|
|
||||
|
Year-to-Date
|
||||||||||
|
U.S. Publishing
|
|
Newsquest (in pounds)
|
|
Total Publishing Constant Currency
|
|
Total Publishing Segment
|
||||
|
|
|
|
|
|
|
|
||||
Retail
|
(5
|
%)
|
|
(3
|
%)
|
|
(4
|
%)
|
|
(5
|
%)
|
National
|
(4
|
%)
|
|
(17
|
%)
|
|
(5
|
%)
|
|
(5
|
%)
|
Classified
|
(5
|
%)
|
|
(8
|
%)
|
|
(6
|
%)
|
|
(6
|
%)
|
Total Publishing Segment advertising revenues
|
(5
|
%)
|
|
(7
|
%)
|
|
(5
|
%)
|
|
(5
|
%)
|
Publishing Segment Classified Advertising Revenue Categories
|
Third Quarter
|
||||||||||
|
U.S. Publishing
|
|
Newsquest (in pounds)
|
|
Total Publishing Constant Currency
|
|
Total Publishing Segment
|
||||
|
|
|
|
|
|
|
|
||||
Automotive
|
—
|
%
|
|
(7
|
%)
|
|
(1
|
%)
|
|
(1
|
%)
|
Employment
|
(9
|
%)
|
|
(7
|
%)
|
|
(8
|
%)
|
|
(9
|
%)
|
Real Estate
|
(3
|
%)
|
|
(9
|
%)
|
|
(6
|
%)
|
|
(6
|
%)
|
Legal
|
(11
|
%)
|
|
—
|
%
|
|
(11
|
%)
|
|
(11
|
%)
|
Other
|
(7
|
%)
|
|
(9
|
%)
|
|
(8
|
%)
|
|
(8
|
%)
|
Total Publishing Segment classified revenue
|
(5
|
%)
|
|
(8
|
%)
|
|
(6
|
%)
|
|
(6
|
%)
|
|
|
|
|
|
|
|
|
||||
|
Year-to-Date
|
||||||||||
|
U.S. Publishing
|
|
Newsquest (in pounds)
|
|
Total Publishing Constant Currency
|
|
Total Publishing Segment
|
||||
|
|
|
|
|
|
|
|
||||
Automotive
|
(1
|
%)
|
|
(10
|
%)
|
|
(2
|
%)
|
|
(3
|
%)
|
Employment
|
(9
|
%)
|
|
(5
|
%)
|
|
(7
|
%)
|
|
(8
|
%)
|
Real Estate
|
(4
|
%)
|
|
(9
|
%)
|
|
(6
|
%)
|
|
(6
|
%)
|
Legal
|
(9
|
%)
|
|
—
|
%
|
|
(9
|
%)
|
|
(9
|
%)
|
Other
|
(6
|
%)
|
|
(9
|
%)
|
|
(7
|
%)
|
|
(7
|
%)
|
Total Publishing Segment classified revenue
|
(5
|
%)
|
|
(8
|
%)
|
|
(6
|
%)
|
|
(6
|
%)
|
In thousands of dollars, except per share amounts
|
Third Quarter
|
|
Year-to-Date
|
||||||||||||||||||
|
2013
|
|
2012
|
|
Change
|
|
2013
|
|
2012
|
|
Change
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating revenues
|
$
|
1,252,890
|
|
|
$
|
1,309,261
|
|
|
(4
|
%)
|
|
$
|
3,793,324
|
|
|
$
|
3,834,888
|
|
|
(1
|
%)
|
Adjusted operating expenses
|
1,066,066
|
|
|
1,077,358
|
|
|
(1
|
%)
|
|
3,216,185
|
|
|
3,209,476
|
|
|
—
|
%
|
||||
Adjusted operating income
|
$
|
186,824
|
|
|
$
|
231,903
|
|
|
(19
|
%)
|
|
$
|
577,139
|
|
|
$
|
625,412
|
|
|
(8
|
%)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Adjusted net income attributable to
Gannett Co., Inc.
|
$
|
99,799
|
|
|
$
|
130,907
|
|
|
(24
|
%)
|
|
$
|
320,967
|
|
|
$
|
343,752
|
|
|
(7
|
%)
|
Adjusted diluted earnings per share
|
$
|
0.43
|
|
|
$
|
0.56
|
|
|
(23
|
%)
|
|
$
|
1.37
|
|
|
$
|
1.45
|
|
|
(6
|
%)
|
In thousands of dollars
|
Third Quarter
|
|
Year-to-Date
|
||||||||||||||||||
|
2013
|
|
2012
|
|
Change
|
|
2013
|
|
2012
|
|
Change
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating expenses (GAAP basis)
|
$
|
1,081,192
|
|
|
$
|
1,092,062
|
|
|
(1
|
%)
|
|
$
|
3,267,687
|
|
|
$
|
3,265,513
|
|
|
—
|
%
|
Remove special items:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Workforce restructuring
|
(9,246
|
)
|
|
(7,950
|
)
|
|
16
|
%
|
|
(36,339
|
)
|
|
(33,975
|
)
|
|
7
|
%
|
||||
Transformation costs
|
(5,880
|
)
|
|
(4,231
|
)
|
|
39
|
%
|
|
(15,163
|
)
|
|
(14,116
|
)
|
|
7
|
%
|
||||
Pension settlement charges
|
—
|
|
|
(2,523
|
)
|
|
***
|
|
|
—
|
|
|
(7,946
|
)
|
|
***
|
|
||||
As adjusted (non-GAAP basis)
|
$
|
1,066,066
|
|
|
$
|
1,077,358
|
|
|
(1
|
%)
|
|
$
|
3,216,185
|
|
|
$
|
3,209,476
|
|
|
—
|
%
|
In thousands of dollars
|
Third Quarter
|
|
Year-to-Date
|
||||||||||||||||||
|
2013
|
|
2012
|
|
Change
|
|
2013
|
|
2012
|
|
Change
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating income (GAAP basis)
|
$
|
171,698
|
|
|
$
|
217,199
|
|
|
(21
|
%)
|
|
$
|
525,637
|
|
|
$
|
569,375
|
|
|
(8
|
%)
|
Remove special items:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Workforce restructuring
|
9,246
|
|
|
7,950
|
|
|
16
|
%
|
|
36,339
|
|
|
33,975
|
|
|
7
|
%
|
||||
Transformation costs
|
5,880
|
|
|
4,231
|
|
|
39
|
%
|
|
15,163
|
|
|
14,116
|
|
|
7
|
%
|
||||
Pension settlement charges
|
—
|
|
|
2,523
|
|
|
***
|
|
|
—
|
|
|
7,946
|
|
|
***
|
|
||||
As adjusted (non-GAAP basis)
|
$
|
186,824
|
|
|
$
|
231,903
|
|
|
(19
|
%)
|
|
$
|
577,139
|
|
|
$
|
625,412
|
|
|
(8
|
%)
|
In thousands of dollars
|
Third Quarter
|
|
Year-to-Date
|
||||||||||||||||||
|
2013
|
|
2012
|
|
Change
|
|
2013
|
|
2012
|
|
Change
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Publishing Segment operating expenses
(GAAP basis)
|
$
|
795,335
|
|
|
$
|
816,469
|
|
|
(3
|
%)
|
|
$
|
2,425,470
|
|
|
$
|
2,444,613
|
|
|
(1
|
%)
|
Remove special items:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Workforce restructuring
|
(8,607
|
)
|
|
(7,950
|
)
|
|
8
|
%
|
|
(35,700
|
)
|
|
(35,631
|
)
|
|
—
|
%
|
||||
Transformation costs
|
(5,741
|
)
|
|
(4,231
|
)
|
|
36
|
%
|
|
(15,024
|
)
|
|
(14,116
|
)
|
|
6
|
%
|
||||
As adjusted (non-GAAP basis)
|
$
|
780,987
|
|
|
$
|
804,288
|
|
|
(3
|
%)
|
|
$
|
2,374,746
|
|
|
$
|
2,394,866
|
|
|
(1
|
%)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Publishing Segment operating income
(GAAP basis)
|
$
|
62,744
|
|
|
$
|
73,731
|
|
|
(15
|
%)
|
|
$
|
208,073
|
|
|
$
|
239,982
|
|
|
(13
|
%)
|
Remove special items:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Workforce restructuring
|
8,607
|
|
|
7,950
|
|
|
8
|
%
|
|
35,700
|
|
|
35,631
|
|
|
—
|
%
|
||||
Transformation costs
|
5,741
|
|
|
4,231
|
|
|
36
|
%
|
|
15,024
|
|
|
14,116
|
|
|
6
|
%
|
||||
As adjusted (non-GAAP basis)
|
$
|
77,092
|
|
|
$
|
85,912
|
|
|
(10
|
%)
|
|
$
|
258,797
|
|
|
$
|
289,729
|
|
|
(11
|
%)
|
In thousands of dollars
|
Third Quarter
|
|
Year-to-Date
|
||||||||||||||||||
|
2013
|
|
2012
|
|
Change
|
|
2013
|
|
2012
|
|
Change
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Broadcasting Segment operating expenses
(GAAP basis)
|
$
|
119,554
|
|
|
$
|
118,367
|
|
|
1
|
%
|
|
$
|
341,328
|
|
|
$
|
332,720
|
|
|
3
|
%
|
Remove special items:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Workforce restructuring
|
(639
|
)
|
|
—
|
|
|
***
|
|
|
(639
|
)
|
|
—
|
|
|
***
|
|
||||
Transformation costs
|
(139
|
)
|
|
—
|
|
|
***
|
|
|
(139
|
)
|
|
—
|
|
|
***
|
|
||||
As adjusted (non-GAAP basis)
|
$
|
118,776
|
|
|
$
|
118,367
|
|
|
—
|
%
|
|
$
|
340,550
|
|
|
$
|
332,720
|
|
|
2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Broadcasting Segment operating income
(GAAP basis)
|
$
|
83,810
|
|
|
$
|
118,672
|
|
|
(29
|
%)
|
|
$
|
265,578
|
|
|
$
|
285,873
|
|
|
(7
|
%)
|
Remove special items:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Workforce restructuring
|
639
|
|
|
—
|
|
|
***
|
|
|
639
|
|
|
—
|
|
|
***
|
|
||||
Transformation costs
|
139
|
|
|
—
|
|
|
***
|
|
|
139
|
|
|
—
|
|
|
***
|
|
||||
As adjusted (non-GAAP basis)
|
$
|
84,588
|
|
|
$
|
118,672
|
|
|
(29
|
%)
|
|
$
|
266,356
|
|
|
$
|
285,873
|
|
|
(7
|
%)
|
In thousands of dollars
|
Third Quarter
|
|
Year-to-Date
|
||||||||||||||||||
|
2013
|
|
2012
|
|
Change
|
|
2013
|
|
2012
|
|
Change
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Corporate Segment operating expenses
(GAAP basis)
|
$
|
16,906
|
|
|
$
|
15,116
|
|
|
12
|
%
|
|
$
|
48,945
|
|
|
$
|
49,186
|
|
|
—
|
%
|
Remove special items:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Workforce restructuring (insurance settlement benefit)
|
—
|
|
|
—
|
|
|
***
|
|
|
—
|
|
|
1,656
|
|
|
***
|
|
||||
Pension settlement charges
|
—
|
|
|
(2,523
|
)
|
|
***
|
|
|
—
|
|
|
(7,946
|
)
|
|
***
|
|
||||
As adjusted (non-GAAP basis)
|
$
|
16,906
|
|
|
$
|
12,593
|
|
|
34
|
%
|
|
$
|
48,945
|
|
|
$
|
42,896
|
|
|
14
|
%
|
In thousands of dollars
|
Third Quarter
|
|
Year-to-Date
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Income before income taxes as reported
|
$
|
124,201
|
|
|
$
|
187,308
|
|
|
$
|
412,405
|
|
|
$
|
476,501
|
|
Net income attributable to noncontrolling interests
|
(17,753
|
)
|
|
(15,525
|
)
|
|
(42,772
|
)
|
|
(38,806
|
)
|
||||
Gannett pretax income (GAAP basis)
|
106,448
|
|
|
171,783
|
|
|
369,633
|
|
|
437,695
|
|
||||
Remove special items:
|
|
|
|
|
|
|
|
||||||||
Workforce restructuring
|
9,246
|
|
|
7,950
|
|
|
36,339
|
|
|
33,975
|
|
||||
Transformation costs
|
10,292
|
|
|
7,451
|
|
|
29,974
|
|
|
17,336
|
|
||||
Other non-operating charges
|
16,613
|
|
|
—
|
|
|
19,421
|
|
|
—
|
|
||||
Pension settlement charges
|
—
|
|
|
2,523
|
|
|
—
|
|
|
7,946
|
|
||||
As adjusted (non-GAAP basis)
|
$
|
142,599
|
|
|
$
|
189,707
|
|
|
$
|
455,367
|
|
|
$
|
496,952
|
|
|
|
|
|
|
|
|
|
||||||||
Provision for income taxes as reported (GAAP basis)
|
$
|
26,700
|
|
|
$
|
38,700
|
|
|
$
|
71,700
|
|
|
$
|
116,500
|
|
Remove special items:
|
|
|
|
|
|
|
|
||||||||
Workforce restructuring
|
3,600
|
|
|
3,000
|
|
|
14,300
|
|
|
13,500
|
|
||||
Transformation costs
|
4,100
|
|
|
3,000
|
|
|
11,900
|
|
|
6,900
|
|
||||
Other non-operating charges
|
8,400
|
|
|
—
|
|
|
8,700
|
|
|
—
|
|
||||
Pension settlement charges
|
—
|
|
|
1,000
|
|
|
—
|
|
|
3,200
|
|
||||
Special tax benefits
|
—
|
|
|
13,100
|
|
|
27,800
|
|
|
13,100
|
|
||||
As adjusted (non-GAAP basis)
|
$
|
42,800
|
|
|
$
|
58,800
|
|
|
$
|
134,400
|
|
|
$
|
153,200
|
|
|
|
|
|
|
|
|
|
||||||||
Effective tax rate (GAAP basis)
|
25.1
|
%
|
|
22.5
|
%
|
|
19.4
|
%
|
|
26.6
|
%
|
||||
As adjusted effective tax rate (non-GAAP basis)
|
30.0
|
%
|
|
31.0
|
%
|
|
29.5
|
%
|
|
30.8
|
%
|
•
|
Proposed Belo Merger
- Upon completion of the Merger, the Company’s broadcast portfolio will nearly double from 23 to 43 stations, including stations the Company expects to service through shared services or similar arrangements. The Company expects that the Merger will help to shift its business portfolio to higher growth and higher margin broadcast and digital assets. The Company anticipates that following the close of the Merger, the Broadcasting Segment will represent more than half of the Company’s earnings before interest, taxes, depreciation and amortization (EBITDA) and together, the Broadcasting and Digital Segments will represent nearly two-thirds of total EBITDA.
|
•
|
Political and Olympic Revenues
- The Company’s broadcast group generally experiences its strongest results in a year that includes both the Summer Olympics and a presidential election, as occurred in 2012. The Company achieved record political and Olympic revenues last year. Political revenues were $149.7 million in 2012 while the Summer Olympics generated $37.4 million of revenue, of which approximately $4 million was also political. Political revenue in the fourth quarter of 2012 totaled $91.2 million. Due to the absence of the Olympics and a significantly lower level of political advertising, Broadcasting Segment revenues are expected to be lower this year overall. The decline, however, will be partially mitigated by a substantial increase in retransmission and digital television revenues compared to last year.
|
•
|
Company-wide Digital Revenues
- During 2012, the Company completed its roll out of the All-Access Content Subscription Model. By the end of the third quarter of 2012, 69 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
|
•
|
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 year-over-year comparisons will be impacted by the extra week in the fourth quarter last year, particularly for the Publishing and Broadcasting Segments. Revenues for the extra week last year were approximately $60 million, of which $10 million were recorded in the Broadcasting Segment. The impact to diluted earnings per share attributable to the extra week last year was approximately $0.03 per share.
|
•
|
Recently Completed Financings
- As discussed in more detail beginning on page 2, in early October the Company completed the private placement of $600 million in aggregate principal amount of 5.125% senior unsecured notes due 2019 and $650 million in aggregate principal amount of its 6.375% senior unsecured notes due 2023. The Company also completed in late July the private placement of $600 million in aggregate principal amount of 5.125% senior unsecured notes due 2020. These three senior note issuances are expected to increase interest expense by approximately $26 million in the fourth quarter of 2013 compared to the fourth quarter of 2012. However, the increase will be partially offset by the impact of the extra week in the fourth quarter last year.
|
•
|
Strategic Initiatives
- Expenses related to new strategic initiatives are expected to be in the mid-$40 million range in 2013 and are primarily related to digital product deployments. Through the first nine months of 2013, expenses related to strategic initiatives totaled $32.5 million.
|
•
|
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 revenue and earnings contributions 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. By comparison, Newsquest results for the first nine months of 2013 were translated into U.S. dollars at an average rate of 1.55.
|
•
|
Captivate
- As discussed further in Note 5 to the Condensed Consolidated Financial Statements, on September 25, 2013 the Company contributed the assets of Captivate to a new company that is jointly owned by Gannett and Generation Partners. As a result, the Company ceased consolidating the results of Captivate as of that date and now accounts for its retained interest in this business using the equity method of accounting. Captivate revenues and operating income in the fourth quarter of 2012 totaled $7.3 million and $1.0 million, respectively.
|
In thousands of dollars
|
Third Quarter
|
|
Year-to-Date
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Net cash flow from operating activities
|
$
|
125,017
|
|
|
$
|
182,154
|
|
|
$
|
348,958
|
|
|
$
|
498,736
|
|
Purchase of property, plant and equipment
|
(23,770
|
)
|
|
(24,658
|
)
|
|
(72,668
|
)
|
|
(63,010
|
)
|
||||
Voluntary pension employer contributions
|
—
|
|
|
—
|
|
|
15,507
|
|
|
—
|
|
||||
Tax benefit for voluntary pension employer contributions
|
—
|
|
|
—
|
|
|
(6,125
|
)
|
|
—
|
|
||||
Payments for investments
|
(1,001
|
)
|
|
(500
|
)
|
|
(3,380
|
)
|
|
(1,000
|
)
|
||||
Proceeds from investments
|
5,414
|
|
|
4,781
|
|
|
34,779
|
|
|
15,174
|
|
||||
Free cash flow
|
$
|
105,660
|
|
|
$
|
161,777
|
|
|
$
|
317,071
|
|
|
$
|
449,900
|
|
|
Sept. 29, 2013
|
|
Dec. 30, 2012
|
||||
|
(Unaudited)
|
|
|
||||
ASSETS
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
811,367
|
|
|
$
|
175,030
|
|
Trade receivables, less allowance for doubtful receivables of $20,025 and $22,006, respectively
|
627,750
|
|
|
678,845
|
|
||
Other receivables
|
21,202
|
|
|
20,162
|
|
||
Inventories
|
51,974
|
|
|
56,389
|
|
||
Deferred income taxes
|
20,850
|
|
|
15,840
|
|
||
Prepaid expenses and other current assets
|
112,917
|
|
|
108,946
|
|
||
Assets held for sale
|
35,755
|
|
|
17,508
|
|
||
Total current assets
|
1,681,815
|
|
|
1,072,720
|
|
||
Property, plant and equipment
|
|
|
|
||||
Cost
|
3,805,613
|
|
|
3,972,949
|
|
||
Less accumulated depreciation
|
(2,379,460
|
)
|
|
(2,454,271
|
)
|
||
Net property, plant and equipment
|
1,426,153
|
|
|
1,518,678
|
|
||
Intangible and other assets
|
|
|
|
||||
Goodwill
|
2,859,310
|
|
|
2,846,869
|
|
||
Indefinite-lived and amortizable intangible assets, less accumulated amortization
|
478,239
|
|
|
499,913
|
|
||
Deferred income taxes
|
126,006
|
|
|
158,275
|
|
||
Investments and other assets
|
320,650
|
|
|
283,431
|
|
||
Total intangible and other assets
|
3,784,205
|
|
|
3,788,488
|
|
||
Total assets
|
$
|
6,892,173
|
|
|
$
|
6,379,886
|
|
|
Sept. 29, 2013
|
|
Dec. 30, 2012
|
||||
|
(Unaudited)
|
|
|
||||
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Accounts payable and current portion of film contracts payable
|
$
|
181,415
|
|
|
$
|
211,833
|
|
Compensation, interest and other accruals
|
404,249
|
|
|
402,340
|
|
||
Dividends payable
|
45,898
|
|
|
45,963
|
|
||
Income taxes
|
58,365
|
|
|
44,985
|
|
||
Deferred income
|
226,086
|
|
|
229,395
|
|
||
Total current liabilities
|
916,013
|
|
|
934,516
|
|
||
Noncurrent liabilities
|
|
|
|
||||
Income taxes
|
30,872
|
|
|
83,260
|
|
||
Long-term debt
|
1,980,190
|
|
|
1,432,100
|
|
||
Postretirement medical and life insurance liabilities
|
138,403
|
|
|
149,937
|
|
||
Pension liabilities
|
878,338
|
|
|
1,007,325
|
|
||
Other noncurrent liabilities
|
208,086
|
|
|
222,182
|
|
||
Total noncurrent liabilities
|
3,235,889
|
|
|
2,894,804
|
|
||
Total liabilities
|
4,151,902
|
|
|
3,829,320
|
|
||
|
|
|
|
||||
Redeemable noncontrolling interests
|
12,214
|
|
|
10,654
|
|
||
|
|
|
|
||||
Commitments and contingent liabilities (See Note 15)
|
|
|
|
|
|
||
|
|
|
|
||||
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
|
571,234
|
|
|
567,515
|
|
||
Retained earnings
|
7,675,546
|
|
|
7,514,858
|
|
||
Accumulated other comprehensive loss
|
(673,482
|
)
|
|
(701,141
|
)
|
||
|
7,897,717
|
|
|
7,705,651
|
|
||
Less treasury stock, 96,524,897 shares and 94,376,534 shares, respectively, at cost
|
(5,400,837
|
)
|
|
(5,355,037
|
)
|
||
Total Gannett Co., Inc. shareholders’ equity
|
2,496,880
|
|
|
2,350,614
|
|
||
Noncontrolling interests
|
231,177
|
|
|
189,298
|
|
||
Total equity
|
2,728,057
|
|
|
2,539,912
|
|
||
Total liabilities and equity
|
$
|
6,892,173
|
|
|
$
|
6,379,886
|
|
|
Thirteen Weeks Ended
|
|
Thirty-nine Weeks Ended
|
||||||||||||
|
Sept. 29, 2013
|
|
Sept. 23, 2012
|
|
Sept. 29, 2013
|
|
Sept. 23, 2012
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Net Operating Revenues:
|
|
|
|
|
|
|
|
||||||||
Publishing advertising
|
$
|
520,189
|
|
|
$
|
552,676
|
|
|
$
|
1,609,164
|
|
|
$
|
1,698,376
|
|
Publishing circulation
|
274,999
|
|
|
276,655
|
|
|
840,626
|
|
|
803,929
|
|
||||
Broadcasting
|
203,364
|
|
|
237,039
|
|
|
606,906
|
|
|
618,593
|
|
||||
Digital
|
191,447
|
|
|
182,022
|
|
|
552,875
|
|
|
531,700
|
|
||||
All other
|
62,891
|
|
|
60,869
|
|
|
183,753
|
|
|
182,290
|
|
||||
Total
|
1,252,890
|
|
|
1,309,261
|
|
|
3,793,324
|
|
|
3,834,888
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Operating Expenses:
|
|
|
|
|
|
|
|
||||||||
Cost of sales and operating expenses, exclusive of depreciation
|
713,369
|
|
|
720,941
|
|
|
2,159,962
|
|
|
2,164,070
|
|
||||
Selling, general and administrative expenses, exclusive of depreciation
|
315,677
|
|
|
318,385
|
|
|
950,407
|
|
|
943,005
|
|
||||
Depreciation
|
38,195
|
|
|
40,460
|
|
|
115,588
|
|
|
120,320
|
|
||||
Amortization of intangible assets
|
8,071
|
|
|
8,045
|
|
|
26,567
|
|
|
24,002
|
|
||||
Facility consolidation charges
|
5,880
|
|
|
4,231
|
|
|
15,163
|
|
|
14,116
|
|
||||
Total
|
1,081,192
|
|
|
1,092,062
|
|
|
3,267,687
|
|
|
3,265,513
|
|
||||
Operating income
|
171,698
|
|
|
217,199
|
|
|
525,637
|
|
|
569,375
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Non-operating (expense) income:
|
|
|
|
|
|
|
|
||||||||
Equity income in unconsolidated investees, net
|
11,711
|
|
|
3,005
|
|
|
28,929
|
|
|
15,980
|
|
||||
Interest expense
|
(41,628
|
)
|
|
(35,829
|
)
|
|
(113,207
|
)
|
|
(111,542
|
)
|
||||
Other non-operating items
|
(17,580
|
)
|
|
2,933
|
|
|
(28,954
|
)
|
|
2,688
|
|
||||
Total
|
(47,497
|
)
|
|
(29,891
|
)
|
|
(113,232
|
)
|
|
(92,874
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Income before income taxes
|
124,201
|
|
|
187,308
|
|
|
412,405
|
|
|
476,501
|
|
||||
Provision for income taxes
|
26,700
|
|
|
38,700
|
|
|
71,700
|
|
|
116,500
|
|
||||
Net income
|
97,501
|
|
|
148,608
|
|
|
340,705
|
|
|
360,001
|
|
||||
Net income attributable to noncontrolling interests
|
(17,753
|
)
|
|
(15,525
|
)
|
|
(42,772
|
)
|
|
(38,806
|
)
|
||||
Net income attributable to Gannett Co., Inc.
|
$
|
79,748
|
|
|
$
|
133,083
|
|
|
$
|
297,933
|
|
|
$
|
321,195
|
|
|
|
|
|
|
|
|
|
||||||||
Net income per share – basic
|
$
|
0.35
|
|
|
$
|
0.58
|
|
|
$
|
1.30
|
|
|
$
|
1.38
|
|
Net income per share – diluted
|
$
|
0.34
|
|
|
$
|
0.56
|
|
|
$
|
1.27
|
|
|
$
|
1.35
|
|
Dividends declared per share
|
$
|
0.20
|
|
|
$
|
0.20
|
|
|
$
|
0.60
|
|
|
$
|
0.60
|
|
|
Thirteen Weeks Ended
|
|
Thirty-nine Weeks Ended
|
||||||||||||
|
Sept. 29, 2013
|
|
Sept. 23, 2012
|
|
Sept. 29, 2013
|
|
Sept. 23, 2012
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
97,501
|
|
|
$
|
148,608
|
|
|
$
|
340,705
|
|
|
$
|
360,001
|
|
Redeemable noncontrolling interests (income not available to shareholders)
|
(396
|
)
|
|
—
|
|
|
(642
|
)
|
|
—
|
|
||||
Other comprehensive income, before tax:
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustments
|
30,471
|
|
|
22,163
|
|
|
(2,402
|
)
|
|
20,873
|
|
||||
Pension and other postretirement benefit items:
|
|
|
|
|
|
|
|
||||||||
Amortization of prior service credit, net
|
(403
|
)
|
|
(2,875
|
)
|
|
(1,209
|
)
|
|
(8,625
|
)
|
||||
Amortization of actuarial loss
|
16,071
|
|
|
13,916
|
|
|
48,206
|
|
|
41,312
|
|
||||
Other
|
(18,202
|
)
|
|
(24,259
|
)
|
|
729
|
|
|
(25,980
|
)
|
||||
Pension and other postretirement benefit items
|
(2,534
|
)
|
|
(13,218
|
)
|
|
47,726
|
|
|
6,707
|
|
||||
Other
|
2,665
|
|
|
1,796
|
|
|
802
|
|
|
816
|
|
||||
Other comprehensive income, before tax
|
30,602
|
|
|
10,741
|
|
|
46,126
|
|
|
28,396
|
|
||||
Income tax effect related to components of other comprehensive (loss) income
|
(1,648
|
)
|
|
3,799
|
|
|
(17,665
|
)
|
|
(3,547
|
)
|
||||
Other comprehensive income, net of tax
|
28,954
|
|
|
14,540
|
|
|
28,461
|
|
|
24,849
|
|
||||
Comprehensive income
|
126,059
|
|
|
163,148
|
|
|
368,524
|
|
|
384,850
|
|
||||
Comprehensive income attributable to noncontrolling interests, net of tax
|
(20,022
|
)
|
|
(17,303
|
)
|
|
(42,932
|
)
|
|
(39,622
|
)
|
||||
Comprehensive income attributable to Gannett Co., Inc.
|
$
|
106,037
|
|
|
$
|
145,845
|
|
|
$
|
325,592
|
|
|
$
|
345,228
|
|
|
Thirty-nine Weeks Ended
|
||||||
|
Sept. 29, 2013
|
|
Sept. 23, 2012
|
||||
|
|
|
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
340,705
|
|
|
$
|
360,001
|
|
Adjustments to reconcile net income to operating cash flows:
|
|
|
|
||||
Depreciation and amortization
|
142,155
|
|
|
144,322
|
|
||
Facility consolidation charges
|
16,082
|
|
|
14,116
|
|
||
Pension contributions, net of pension expense
|
(76,251
|
)
|
|
(91,917
|
)
|
||
Equity income in unconsolidated investees, net
|
(28,929
|
)
|
|
(15,980
|
)
|
||
Stock-based compensation – equity awards
|
23,130
|
|
|
18,108
|
|
||
Change in other assets and liabilities, net
|
(67,934
|
)
|
|
70,086
|
|
||
Net cash flow from operating activities
|
348,958
|
|
|
498,736
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Purchase of property, plant and equipment
|
(72,668
|
)
|
|
(63,010
|
)
|
||
Payments for acquisitions, net of cash acquired
|
(17,527
|
)
|
|
(63,344
|
)
|
||
Payments for investments
|
(3,380
|
)
|
|
(1,000
|
)
|
||
Proceeds from investments
|
34,779
|
|
|
15,174
|
|
||
Proceeds from sale of a business and other assets
|
34,336
|
|
|
37,598
|
|
||
Net cash used for investing activities
|
(24,460
|
)
|
|
(74,582
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from (payments of) borrowings under revolving credit agreements, net
|
(205,000
|
)
|
|
175,000
|
|
||
Proceeds from (payments of) unsecured fixed rate notes
|
591,396
|
|
|
(306,571
|
)
|
||
Proceeds from issuance of unsecured floating rate term loan
|
154,800
|
|
|
—
|
|
||
Payments of debt issuance and financing costs
|
(21,838
|
)
|
|
—
|
|
||
Dividends paid
|
(137,520
|
)
|
|
(112,786
|
)
|
||
Cost of common shares repurchased
|
(78,786
|
)
|
|
(116,502
|
)
|
||
Proceeds from issuance of common stock upon exercise of stock options
|
15,162
|
|
|
6,606
|
|
||
Distribution to noncontrolling interests
|
(218
|
)
|
|
—
|
|
||
Deferred payments for acquisitions
|
(6,132
|
)
|
|
(1,027
|
)
|
||
Net cash from (used for) financing activities
|
311,864
|
|
|
(355,280
|
)
|
||
Effect of currency exchange rate change on cash
|
(25
|
)
|
|
1,645
|
|
||
Increase in cash and cash equivalents
|
636,337
|
|
|
70,519
|
|
||
Balance of cash and cash equivalents at beginning of period
|
175,030
|
|
|
166,926
|
|
||
Balance of cash and cash equivalents at end of period
|
$
|
811,367
|
|
|
$
|
237,445
|
|
In thousands of dollars
|
Sept. 29, 2013
|
|
Dec. 30, 2012
|
||||||||||||
|
Gross
|
|
Accumulated Amortization
|
|
Gross
|
|
Accumulated Amortization
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Goodwill
|
$
|
2,859,310
|
|
|
$
|
—
|
|
|
$
|
2,846,869
|
|
|
$
|
—
|
|
Indefinite-lived intangibles:
|
|
|
|
|
|
|
|
||||||||
Mastheads and trade names
|
94,490
|
|
|
—
|
|
|
95,308
|
|
|
—
|
|
||||
Television station FCC licenses
|
255,304
|
|
|
—
|
|
|
255,304
|
|
|
—
|
|
||||
Amortizable intangible assets:
|
|
|
|
|
|
|
|
||||||||
Customer relationships
|
321,321
|
|
|
217,795
|
|
|
313,567
|
|
|
197,300
|
|
||||
Other
|
47,939
|
|
|
23,020
|
|
|
56,965
|
|
|
23,931
|
|
In thousands of dollars
|
Publishing
|
|
Broadcasting
|
|
Digital
|
|
Total
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Balance at Dec. 30, 2012:
|
|
|
|
|
|
|
|
||||||||
Goodwill
|
$
|
7,754,959
|
|
|
$
|
1,618,602
|
|
|
$
|
722,781
|
|
|
$
|
10,096,342
|
|
Accumulated impairment losses
|
(7,132,817
|
)
|
|
—
|
|
|
(116,656
|
)
|
|
(7,249,473
|
)
|
||||
Net balance at Dec. 30, 2012
|
622,142
|
|
|
1,618,602
|
|
|
606,125
|
|
|
2,846,869
|
|
||||
Activity during the period:
|
|
|
|
|
|
|
|
||||||||
Acquisitions and adjustments
|
1,121
|
|
|
—
|
|
|
28,116
|
|
|
29,237
|
|
||||
Dispositions
|
—
|
|
|
(19,000
|
)
|
|
—
|
|
|
(19,000
|
)
|
||||
Foreign currency exchange rate changes
|
(300
|
)
|
|
(110
|
)
|
|
2,614
|
|
|
2,204
|
|
||||
Total
|
821
|
|
|
(19,110
|
)
|
|
30,730
|
|
|
12,441
|
|
||||
Balance at Sept. 29, 2013:
|
|
|
|
|
|
|
|
||||||||
Goodwill
|
7,752,219
|
|
|
1,599,492
|
|
|
753,511
|
|
|
10,105,222
|
|
||||
Accumulated impairment losses
|
(7,129,256
|
)
|
|
—
|
|
|
(116,656
|
)
|
|
(7,245,912
|
)
|
||||
Net balance at Sept. 29, 2013
|
$
|
622,963
|
|
|
$
|
1,599,492
|
|
|
$
|
636,855
|
|
|
$
|
2,859,310
|
|
In thousands of dollars
|
Sept. 29, 2013
|
|
Dec. 30, 2012
|
||||
|
|
|
|
||||
Unsecured floating rate term loan due December 2013 through August 2018
|
$
|
154,800
|
|
|
$
|
—
|
|
Unsecured notes bearing fixed rate interest at 8.75% due November 2014
|
248,990
|
|
|
248,376
|
|
||
Unsecured notes bearing fixed rate interest at 10% due June 2015
|
62,723
|
|
|
61,286
|
|
||
Unsecured notes bearing fixed rate interest at 6.375% due September 2015
|
248,889
|
|
|
248,497
|
|
||
Unsecured notes bearing fixed rate interest at 10% due April 2016
|
177,905
|
|
|
174,241
|
|
||
Unsecured notes bearing fixed rate interest at 9.375% due November 2017 (a)
|
247,852
|
|
|
247,547
|
|
||
Borrowings under revolving credit agreements expiring August 2018
|
—
|
|
|
205,000
|
|
||
Unsecured notes bearing fixed rate interest at 7.125% due September 2018
|
247,461
|
|
|
247,153
|
|
||
Unsecured notes bearing fixed rate interest at 5.125% due July 2020
|
591,570
|
|
|
—
|
|
||
Total long-term debt
|
$
|
1,980,190
|
|
|
$
|
1,432,100
|
|
|
|
|
|
||||
(a) Callable commencing on November 15, 2013 at 104.688% of the principal amount.
|
|
|
|
In thousands of dollars
|
Thirteen Weeks Ended
|
|
Thirty-nine Weeks Ended
|
||||||||||||
|
Sept. 29, 2013
|
|
Sept. 23, 2012
|
|
Sept. 29, 2013
|
|
Sept. 23, 2012
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Service cost-benefits earned during the period
|
$
|
1,942
|
|
|
$
|
1,913
|
|
|
$
|
5,823
|
|
|
$
|
5,692
|
|
Interest cost on benefit obligation
|
35,149
|
|
|
38,696
|
|
|
105,403
|
|
|
116,427
|
|
||||
Expected return on plan assets
|
(49,447
|
)
|
|
(47,380
|
)
|
|
(148,289
|
)
|
|
(142,174
|
)
|
||||
Amortization of prior service cost
|
1,888
|
|
|
1,922
|
|
|
5,664
|
|
|
5,767
|
|
||||
Amortization of actuarial loss
|
15,779
|
|
|
13,430
|
|
|
47,329
|
|
|
39,854
|
|
||||
Expense for Company-sponsored retirement plans
|
5,311
|
|
|
8,581
|
|
|
15,930
|
|
|
25,566
|
|
||||
Settlement charges
|
—
|
|
|
2,523
|
|
|
—
|
|
|
7,946
|
|
||||
Total cost of retirement plans
|
$
|
5,311
|
|
|
$
|
11,104
|
|
|
$
|
15,930
|
|
|
$
|
33,512
|
|
In thousands of dollars
|
Thirteen Weeks Ended
|
|
Thirty-nine Weeks Ended
|
||||||||||||
|
Sept. 29, 2013
|
|
Sept. 23, 2012
|
|
Sept. 29, 2013
|
|
Sept. 23, 2012
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Service cost-benefits earned during the period
|
$
|
132
|
|
|
$
|
136
|
|
|
$
|
396
|
|
|
$
|
409
|
|
Interest cost on net benefit obligation
|
1,414
|
|
|
1,936
|
|
|
4,242
|
|
|
5,808
|
|
||||
Amortization of prior service credit
|
(2,291
|
)
|
|
(4,797
|
)
|
|
(6,873
|
)
|
|
(14,392
|
)
|
||||
Amortization of actuarial loss
|
292
|
|
|
486
|
|
|
877
|
|
|
1,458
|
|
||||
Net periodic postretirement benefit credit
|
$
|
(453
|
)
|
|
$
|
(2,239
|
)
|
|
$
|
(1,358
|
)
|
|
$
|
(6,717
|
)
|
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
|
2,107
|
|
|
Additions for tax positions of prior years
|
3,646
|
|
|
Reductions for tax positions of prior years
|
(33,109
|
)
|
|
Settlements
|
(1,246
|
)
|
|
Reductions due to lapse of statutes of limitations
|
(23,274
|
)
|
|
Balance at Sept. 29, 2013
|
$
|
34,304
|
|
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
|
297,933
|
|
|
42,772
|
|
|
340,705
|
|
|||
Redeemable noncontrolling interests (income not available to shareholders)
|
—
|
|
|
(642
|
)
|
|
(642
|
)
|
|||
Other comprehensive income
|
27,659
|
|
|
802
|
|
|
28,461
|
|
|||
Total comprehensive income
|
325,592
|
|
|
42,932
|
|
|
368,524
|
|
|||
Dividends declared
|
(137,246
|
)
|
|
—
|
|
|
(137,246
|
)
|
|||
Stock-based compensation
|
23,130
|
|
|
—
|
|
|
23,130
|
|
|||
Treasury shares acquired
|
(78,786
|
)
|
|
—
|
|
|
(78,786
|
)
|
|||
Other activity
|
13,576
|
|
|
(1,053
|
)
|
|
12,523
|
|
|||
Balance at Sept. 29, 2013
|
$
|
2,496,880
|
|
|
$
|
231,177
|
|
|
$
|
2,728,057
|
|
|
|
|
|
|
|
||||||
Balance at Dec. 25, 2011
|
$
|
2,327,891
|
|
|
$
|
184,134
|
|
|
$
|
2,512,025
|
|
Comprehensive income:
|
|
|
|
|
|
||||||
Net income
|
321,195
|
|
|
38,806
|
|
|
360,001
|
|
|||
Other comprehensive income
|
24,033
|
|
|
816
|
|
|
24,849
|
|
|||
Total comprehensive income
|
345,228
|
|
|
39,622
|
|
|
384,850
|
|
|||
Dividends declared
|
(139,957
|
)
|
|
—
|
|
|
(139,957
|
)
|
|||
Stock-based compensation
|
18,108
|
|
|
—
|
|
|
18,108
|
|
|||
Treasury shares acquired
|
(116,502
|
)
|
|
—
|
|
|
(116,502
|
)
|
|||
Other activity
|
5,837
|
|
|
—
|
|
|
5,837
|
|
|||
Balance at Sept. 23, 2012
|
$
|
2,440,605
|
|
|
$
|
223,756
|
|
|
$
|
2,664,361
|
|
In thousands of dollars
|
Retirement Plans
|
|
Foreign Currency Translation
|
|
Total
|
||||||
|
|
|
|
|
|
||||||
Thirteen Weeks:
|
|
|
|
|
|
||||||
Balance at Jun. 30, 2013
|
$
|
(1,085,020
|
)
|
|
$
|
385,249
|
|
|
$
|
(699,771
|
)
|
Other comprehensive income before reclassifications
|
(14,016
|
)
|
|
30,471
|
|
|
16,455
|
|
|||
Amounts reclassified from accumulated other comprehensive income
|
9,834
|
|
|
—
|
|
|
9,834
|
|
|||
Other comprehensive income
|
(4,182
|
)
|
|
30,471
|
|
|
26,289
|
|
|||
Balance at Sept. 29, 2013
|
$
|
(1,089,202
|
)
|
|
$
|
415,720
|
|
|
$
|
(673,482
|
)
|
|
|
|
|
|
|
||||||
Balance at Jun. 24, 2012
|
$
|
(983,292
|
)
|
|
$
|
398,724
|
|
|
$
|
(584,568
|
)
|
Other comprehensive income before reclassifications
|
(15,735
|
)
|
|
22,163
|
|
|
6,428
|
|
|||
Amounts reclassified from accumulated other comprehensive income
|
6,334
|
|
|
—
|
|
|
6,334
|
|
|||
Other comprehensive income
|
(9,401
|
)
|
|
22,163
|
|
|
12,762
|
|
|||
Balance at Sept. 23, 2012
|
$
|
(992,693
|
)
|
|
$
|
420,887
|
|
|
$
|
(571,806
|
)
|
|
|
|
|
|
|
||||||
Thirty-nine Weeks:
|
|
|
|
|
|
||||||
Balance at Dec. 30, 2012
|
$
|
(1,119,263
|
)
|
|
$
|
418,122
|
|
|
$
|
(701,141
|
)
|
Other comprehensive income before reclassifications
|
561
|
|
|
(2,402
|
)
|
|
(1,841
|
)
|
|||
Amounts reclassified from accumulated other comprehensive income
|
29,500
|
|
|
—
|
|
|
29,500
|
|
|||
Other comprehensive income
|
30,061
|
|
|
(2,402
|
)
|
|
27,659
|
|
|||
Balance at Sept. 29, 2013
|
$
|
(1,089,202
|
)
|
|
$
|
415,720
|
|
|
$
|
(673,482
|
)
|
|
|
|
|
|
|
||||||
Balance at Dec. 25, 2011
|
$
|
(995,853
|
)
|
|
$
|
400,014
|
|
|
$
|
(595,839
|
)
|
Other comprehensive income before reclassifications
|
(17,466
|
)
|
|
20,873
|
|
|
3,407
|
|
|||
Amounts reclassified from accumulated other comprehensive income
|
20,626
|
|
|
—
|
|
|
20,626
|
|
|||
Other comprehensive income
|
3,160
|
|
|
20,873
|
|
|
24,033
|
|
|||
Balance at Sept. 23, 2012
|
$
|
(992,693
|
)
|
|
$
|
420,887
|
|
|
$
|
(571,806
|
)
|
In thousands of dollars
|
Thirteen Weeks Ended
|
|
Thirty-nine Weeks Ended
|
||||||||||||
|
Sept. 29, 2013
|
|
Sept. 23, 2012
|
|
Sept. 29, 2013
|
|
Sept. 23, 2012
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Amortization of prior service credit
|
$
|
(403
|
)
|
|
$
|
(2,875
|
)
|
|
$
|
(1,209
|
)
|
|
$
|
(8,625
|
)
|
Amortization of actuarial loss
|
16,071
|
|
|
13,916
|
|
|
48,206
|
|
|
41,312
|
|
||||
Total reclassifications, before tax
|
15,668
|
|
|
11,041
|
|
|
46,997
|
|
|
32,687
|
|
||||
Income tax effect
|
(5,834
|
)
|
|
(4,707
|
)
|
|
(17,497
|
)
|
|
(12,061
|
)
|
||||
Total reclassifications, net of tax
|
$
|
9,834
|
|
|
$
|
6,334
|
|
|
$
|
29,500
|
|
|
$
|
20,626
|
|
In thousands of dollars
|
Fair Value Measurements as of Sept. 29, 2013
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Employee compensation related investments
|
$
|
27,105
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
27,105
|
|
Sundry investments
|
32,466
|
|
|
—
|
|
|
—
|
|
|
32,466
|
|
||||
Total assets
|
$
|
59,571
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
59,571
|
|
|
|
|
|
|
|
|
|
||||||||
Contingent consideration payable
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
33,141
|
|
|
$
|
33,141
|
|
Total liabilities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
33,141
|
|
|
$
|
33,141
|
|
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
|
|
Thirty-nine Weeks Ended
|
||||||||||||
|
Sept. 29, 2013
|
|
Sept. 23, 2012
|
|
Sept. 29, 2013
|
|
Sept. 23, 2012
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Net Operating Revenues:
|
|
|
|
|
|
|
|
||||||||
Publishing
|
$
|
858,079
|
|
|
$
|
890,200
|
|
|
$
|
2,633,543
|
|
|
$
|
2,684,595
|
|
Broadcasting
|
203,364
|
|
|
237,039
|
|
|
606,906
|
|
|
618,593
|
|
||||
Digital
|
191,447
|
|
|
182,022
|
|
|
552,875
|
|
|
531,700
|
|
||||
Total
|
$
|
1,252,890
|
|
|
$
|
1,309,261
|
|
|
$
|
3,793,324
|
|
|
$
|
3,834,888
|
|
|
|
|
|
|
|
|
|
||||||||
Operating Income (net of depreciation, amortization and facility consolidation charges):
|
|
|
|
|
|
|
|
||||||||
Publishing
|
$
|
62,744
|
|
|
$
|
73,731
|
|
|
$
|
208,073
|
|
|
$
|
239,982
|
|
Broadcasting
|
83,810
|
|
|
118,672
|
|
|
265,578
|
|
|
285,873
|
|
||||
Digital
|
42,050
|
|
|
39,912
|
|
|
100,931
|
|
|
92,706
|
|
||||
Corporate
|
(16,906
|
)
|
|
(15,116
|
)
|
|
(48,945
|
)
|
|
(49,186
|
)
|
||||
Total
|
$
|
171,698
|
|
|
$
|
217,199
|
|
|
$
|
525,637
|
|
|
$
|
569,375
|
|
|
|
|
|
|
|
|
|
||||||||
Depreciation, amortization and facility consolidation charges:
|
|
|
|
|
|
|
|
||||||||
Publishing
|
$
|
32,183
|
|
|
$
|
33,276
|
|
|
$
|
95,834
|
|
|
$
|
100,226
|
|
Broadcasting
|
7,059
|
|
|
6,879
|
|
|
20,968
|
|
|
21,113
|
|
||||
Digital
|
8,309
|
|
|
8,391
|
|
|
26,799
|
|
|
24,626
|
|
||||
Corporate
|
4,595
|
|
|
4,190
|
|
|
13,717
|
|
|
12,473
|
|
||||
Total
|
$
|
52,146
|
|
|
$
|
52,736
|
|
|
$
|
157,318
|
|
|
$
|
158,438
|
|
In thousands except per share amounts
|
Thirteen Weeks Ended
|
|
Thirty-nine Weeks Ended
|
||||||||||||
|
Sept. 29, 2013
|
|
Sept. 23, 2012
|
|
Sept. 29, 2013
|
|
Sept. 23, 2012
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Net income attributable to Gannett Co., Inc.
|
$
|
79,748
|
|
|
$
|
133,083
|
|
|
$
|
297,933
|
|
|
$
|
321,195
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average number of common shares outstanding - basic
|
228,587
|
|
|
230,556
|
|
|
228,940
|
|
|
233,390
|
|
||||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
||||||||
Stock options
|
1,268
|
|
|
729
|
|
|
1,126
|
|
|
849
|
|
||||
Restricted stock
|
3,083
|
|
|
2,806
|
|
|
2,960
|
|
|
2,643
|
|
||||
Performance share units
|
1,500
|
|
|
1,459
|
|
|
1,698
|
|
|
817
|
|
||||
Weighted average number of common shares outstanding - diluted
|
234,438
|
|
|
235,550
|
|
|
234,724
|
|
|
237,699
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net income per share - basic
|
$
|
0.35
|
|
|
$
|
0.58
|
|
|
$
|
1.30
|
|
|
$
|
1.38
|
|
Net income per share - diluted
|
$
|
0.34
|
|
|
$
|
0.56
|
|
|
$
|
1.27
|
|
|
$
|
1.35
|
|
In thousands of dollars
|
Thirteen Weeks Ended
|
|
Thirty-nine Weeks Ended
|
||||||||||||
|
Sept. 29, 2013
|
|
Sept. 23, 2012
|
|
Sept. 29, 2013
|
|
Sept. 23, 2012
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Income taxes, net of refunds
|
$
|
29,110
|
|
|
$
|
43,160
|
|
|
$
|
102,793
|
|
|
$
|
50,476
|
|
Interest
|
$
|
22,173
|
|
|
$
|
23,218
|
|
|
$
|
85,228
|
|
|
$
|
98,481
|
|
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
|
||||||
|
|
|
|
|
|
|
|
|
||||||
7/1/13 – 8/4/13
|
|
341,454
|
|
|
$
|
25.76
|
|
|
341,454
|
|
|
$
|
291,204,915
|
|
8/5/13 – 9/1/13
|
|
529,418
|
|
|
$
|
25.34
|
|
|
529,418
|
|
|
$
|
277,787,815
|
|
9/2/13 – 9/29/13
|
|
604,000
|
|
|
$
|
25.15
|
|
|
604,000
|
|
|
$
|
262,598,926
|
|
Total 3rd Quarter 2013
|
|
1,474,872
|
|
|
$
|
25.36
|
|
|
1,474,872
|
|
|
$
|
262,598,926
|
|
Date: November 6, 2013
|
GANNETT CO., INC.
|
|
|
|
/s/ Teresa S. Gendron
|
|
Teresa S. Gendron
|
|
Vice President and Controller
|
|
(on behalf of Registrant and as Chief Accounting Officer)
|
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 March 31, 2013.
|
|
|
|
|
|
4-1
|
|
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
|
|
Amendment and Restatement Agreement, dated as of August 5, 2013, to each of (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, as amended by the First Amendment thereto, dated as of February 28, 2007 and effective as of March 15, 2007, as further amended by the Second Amendment thereto, dated as of October 23, 2008 and effective as of October 31, 2008, as further amended by the Third Amendment thereto, dated as of September 28, 2009, as further amended by the Fourth Amendment thereto, dated as of August 25, 2010 and as further amended by the Fifth Amendment and Waiver, dated as of September 30, 2010 (the “2002 Credit Agreement”), among Gannett Co., Inc., a Delaware corporation (“Gannett”), the several banks and other financial institutions from time to time parties to the Credit Agreement (the “2002 Lenders”), JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “2002 Administrative Agent”), JPMorgan Chase Bank, N.A. and Citibank, N.A., as syndication agents, and Barclays Bank PLC, as documentation agent, (ii) the Competitive Advance and Revolving Credit Agreement, dated as of February 27, 2004 and effective as of March 15, 2004, as amended by the First Amendment thereto, dated as of February 28, 2007 and effective as of March 15, 2007, as further amended by the Second Amendment thereto, dated as of October 23, 2008 and effective as of October 31, 2008, as further amended by the Third Amendment thereto, dated as of September 28, 2009, as further amended by the Fourth Amendment thereto, dated as of August 25, 2010, and as further amended by the Fifth Amendment and Waiver, dated as of September 30, 2010 (the “2004 Credit Agreement”), among Gannett, the several banks and other financial institutions from time to time parties to the Credit Agreement (the “2004 Lenders”), JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”), JPMorgan Chase Bank, N.A. and Citibank, N.A., as syndication agents, and Barclays Bank PLC and SunTrust Bank, as documentation agents and (iii) the Competitive Advance and Revolving Credit Agreement, dated as of December 13, 2004 and effective as of January 5, 2005, as amended by the First Amendment thereto, dated as of February 28, 2007 and effective as of March 15, 2007, as further amended by the Second Amendment thereto, dated as of October 23, 2008 and effective as of October 31, 2008, as further amended by the Third Amendment thereto, dated as of September 28, 2009, as further amended by the Fourth Amendment thereto, dated as of August 25, 2010 and as further amended by the Fifth Amendment and Waiver, dated as of September 30, 2010 (the “2005 Credit Agreement” and, together with the 2002 Credit Agreement and the 2004 Credit Agreement, the “Credit Agreements”), among Gannett, the several banks and other financial institutions from time to time parties to the Credit Agreement (the “2005 Lenders” and, together with the 2002 Lenders and the 2004 Lenders, the “Lenders”), JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “2005 Administrative Agent” and, together with the 2002 Administrative Agent and the 2004 Administrative Agent, the “Administrative Agent”), JPMorgan Chase Bank, N.A. and Citibank, N.A., as syndication agents, and Barclays Bank PLC, as documentation agent, by and between Gannett, the Guarantors under the Credit Agreements as of the date hereof, the Administrative Agent, JPMorgan Chase Bank, N.A. and Bank of America, N.A., as issuing lenders and the Lenders party thereto.
|
|
Attached.
|
|
|
|
|
|
10 -2
|
|
Master Assignment and Assumption, dated as of August 5, 2013, by and between each of the lenders listed thereon as assignors and/or assignees.
|
|
Attached.
|
|
|
|
|
|
10-3
|
|
Amended and Restated Competitive Advance and Revolving Credit Agreement, dated as of August 5, 2013, by and among Gannett, the several banks and other financial institutions from time to time parties thereto, JPMorgan Chase Bank, N.A., as administrative agent, and JPMorgan Chase Bank, N.A. and Citibank, N.A. as syndication agents
|
|
Attached.
|
|
|
|
|
|
10-4
|
|
Sixth Amendment, dated as of September 24, 2013, to the Competitive Advance and Revolving Credit Agreement, dated as of December 13, 2004 and effective as of January 5, 2005, as amended by the First Amendment thereto, dated as of February 28, 2007 and effective as of March 15, 2007, as further amended by the Second Amendment thereto, dated as of October 23, 2008 and effective as of October 31, 2008, as further amended by the Third Amendment thereto, dated as of September 28, 2009, as further amended by the Fourth Amendment thereto, dated as of August 25, 2010, as further amended by the Fifth Amendment and Waiver, dated as of September 30, 2010, and as further amended and restated pursuant to the Amended and Restated Competitive Advance and Revolving Credit Agreement, dated as of August 5, 2013, by and among Gannett Co., Inc., JPMorgan Chase Bank, N.A., as administrative agent, and the several banks and other financial institutions from time to time parties thereto.
|
|
Attached.
|
|
|
|
|
|
10-5
|
|
Increased Facility Activation Notice, dated September 25, 2013, pursuant to the Amended and Restated Competitive Advance and Revolving Credit Agreement, dated as of August 5, 2013, by and among Gannett Co., Inc., JPMorgan Chase Bank N.A., as administrative agent, and the several banks and other financial institutions from time to time parties thereto.
|
|
Attached.
|
|
|
|
|
|
31-1
|
|
Rule 13a-14(a) Certification of CEO.
|
|
Attached.
|
|
|
|
|
|
31-2
|
|
Rule 13a-14(a) Certification of CFO.
|
|
Attached.
|
|
|
|
|
|
32-1
|
|
Section 1350 Certification of CEO.
|
|
Attached.
|
|
|
|
|
|
32-2
|
|
Section 1350 Certification of CFO.
|
|
Attached.
|
|
|
|
|
|
101
|
|
The following financial information from Gannett Co., Inc. Quarterly Report on Form 10-Q for the quarter ended September 29, 2013, formatted in XBRL includes: (i) Condensed Consolidated Balance Sheets at September 29, 2013 and December 30, 2012, (ii) Condensed Consolidated Statements of Income for the fiscal quarter and year-to-date periods ended September 29, 2013 and September 23, 2012, (iii) Condensed Consolidated Statements of Comprehensive Income for the fiscal quarter and year-to-date periods ended September 29, 2013 and September 23, 2012, (iv) Condensed Consolidated Cash Flow Statements for the fiscal year-to-date periods ended September 29, 2013 and September 23, 2012, and (v) the Notes to Condensed Consolidated Financial Statements.
|
|
Attached.
|
(a)
|
the Administrative Agent shall have received counterparts hereof duly executed and delivered by each of (i) Gannett, (ii) the Guarantors, (iii) the Administrative Agent, (iv) the Issuing Lenders, (v) 2018 Extending Lenders holding Five-Year Commitments (after giving effect to the 2018 Master Assignment Agreement) in an aggregate amount of at least $1,085,000,000, (vi) Lenders constituting Required Lenders (as defined in the applicable Credit Agreement) under each of the Credit Agreements and (vii) the Lenders listed on Schedule 1.1A hereto having Term Commitments in an aggregate amount of at least $144.8 million;
|
(b)
|
the 2018 Extending Lenders and each other party party thereto shall have executed and delivered the 2018 Master Assignment Agreement pursuant to which 2018 Extending Lenders shall be assigned Five-Year Commitments such that each 2018 Extending Lender will hold its allocated Five-Year Commitments after giving effect thereto;
|
(c)
|
Gannett shall have delivered notice of the reduction of Five-Year Commitments pursuant to Section 2.4 of each Credit Agreement such that the aggregate Five-Year Commitments of the Lenders under the Amended and Restated Credit Agreement after such reductions is approximately $1,085,000,000 (such reductions to be allocated among the Credit Agreements as agreed by Gannett, the Administrative Agent and Citigroup Global Markets Inc. and the Lenders hereby waive the ratable reduction set forth in Section 2.13 of each Credit Agreement);
|
(d)
|
(i) each of the representations and warranties of Gannett in the Amended and Restated Credit Agreement and this Amendment and Restatement Agreement shall be true and correct in all material respects, as if made on and as of the date hereof; (ii) since December 30, 2012 there shall have been no Material change in the business or financial condition of Gannett and its Subsidiaries taken as a whole that has not been publicly disclosed, and (iii) no Default or Event of Default shall have occurred and be continuing;
|
(e)
|
the Administrative Agent shall have received an opinion from Nixon Peabody LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, in form and substance reasonably satisfactory to the Administrative Agent. In rendering the foregoing opinion, such counsel may rely upon certificates of officers of the Loan Parties as to factual matters, including (i) the nature and location of the property of the Loan Parties, (ii) agreements and instruments to which the Loan Parties are a party, and (iii) the conduct of the business of the Loan Parties;
|
(f)
|
the Administrative Agent shall have received a certificate of the Secretary of each Loan Party certifying, as of the date of the Agreement, to resolutions duly adopted by the Board of Directors or other governing body of such Loan Party or a duly authorized committee thereof authorizing such Loan Party’s execution and delivery of this Amendment and Restatement Agreement and the making of the Borrowings, with appropriate insertions and attachments, including (x) the certificate of incorporation (or similar constituent document) of each such Loan Party that is a corporation certified as of a recent date by an authorized officer of such Loan Party, (y) bylaws or equivalent organizational document of such Loan Party, and (z) a long form good standing certificate for such Loan Party from its jurisdiction of organization;
|
(g)
|
the Administrative Agent shall have received such other closing documents, including legal opinions, documents, certificates and other instruments, as are customary for the transactions described in this Amendment and Restatement, or as such Administrative Agent may reasonably request;
|
(h)
|
all fees and reasonable and documented out-of-pocket costs and expenses of the Administrative Agent, including the reasonable fees and disbursements of counsel, shall have been paid or reimbursed; and
|
(i)
|
Gannett shall have delivered the notice of Borrowing requesting that the Term Lenders make the Term Loans on the Amendment and Restatement Effective Date in accordance with Section 2.1B of the Amended and Restated Credit Agreement.
|
ý
|
2018 Extending Lender
|
¨
|
2018 Non-Extending Lender
|
ý
|
2018 Extending Lender
|
¨
|
2018 Non-Extending Lender
|
ý
|
2018 Extending Lender
|
¨
|
2018 Non-Extending Lender
|
ý
|
2018 Extending Lender
|
¨
|
2018 Non-Extending Lender
|
ý
|
2018 Extending Lender
|
¨
|
2018 Non-Extending Lender
|
ý
|
2018 Extending Lender
|
¨
|
2018 Non-Extending Lender
|
ý
|
2018 Extending Lender
|
¨
|
2018 Non-Extending Lender
|
ý
|
2018 Extending Lender
|
¨
|
2018 Non-Extending Lender
|
ý
|
2018 Extending Lender
|
¨
|
2018 Non-Extending Lender
|
ý
|
2018 Extending Lender
|
¨
|
2018 Non-Extending Lender
|
ý
|
2018 Extending Lender
|
¨
|
2018 Non-Extending Lender
|
ý
|
2018 Extending Lender
|
¨
|
2018 Non-Extending Lender
|
ý
|
2018 Extending Lender
|
¨
|
2018 Non-Extending Lender
|
ý
|
2018 Extending Lender
|
¨
|
2018 Non-Extending Lender
|
ý
|
2018 Extending Lender
|
¨
|
2018 Non-Extending Lender
|
ý
|
2018 Extending Lender
|
¨
|
2018 Non-Extending Lender
|
ý
|
2018 Extending Lender
|
¨
|
2018 Non-Extending Lender
|
ý
|
2018 Extending Lender
|
¨
|
2018 Non-Extending Lender
|
ý
|
2018 Extending Lender
|
¨
|
2018 Non-Extending Lender
|
ý
|
2018 Extending Lender
|
¨
|
2018 Non-Extending Lender
|
ý
|
2018 Extending Lender
|
¨
|
2018 Non-Extending Lender
|
ý
|
2018 Extending Lender
|
¨
|
2018 Non-Extending Lender
|
ý
|
2018 Extending Lender
|
¨
|
2018 Non-Extending Lender
|
ý
|
2018 Extending Lender
|
¨
|
2018 Non-Extending Lender
|
ý
|
2018 Extending Lender
|
¨
|
2018 Non-Extending Lender
|
ý
|
2018 Extending Lender
|
¨
|
2018 Non-Extending Lender
|
ý
|
2018 Extending Lender
|
¨
|
2018 Non-Extending Lender
|
ý
|
2018 Extending Lender
|
¨
|
2018 Non-Extending Lender
|
ý
|
2018 Extending Lender
|
¨
|
2018 Non-Extending Lender
|
ý
|
2018 Extending Lender
|
¨
|
2018 Non-Extending Lender
|
ý
|
2018 Extending Lender
|
¨
|
2018 Non-Extending Lender
|
ý
|
2018 Extending Lender
|
¨
|
2018 Non-Extending Lender
|
ý
|
2018 Extending Lender
|
¨
|
2018 Non-Extending Lender
|
ý
|
2018 Extending Lender
|
¨
|
2018 Non-Extending Lender
|
ý
|
2018 Extending Lender
|
¨
|
2018 Non-Extending Lender
|
ý
|
2018 Extending Lender
|
¨
|
2018 Non-Extending Lender
|
ý
|
2018 Extending Lender
|
¨
|
2018 Non-Extending Lender
|
ý
|
2018 Extending Lender
|
¨
|
2018 Non-Extending Lender
|
ý
|
2018 Extending Lender
|
¨
|
2018 Non-Extending Lender
|
Lender
|
|
Term
Commitment
|
Barclays Bank PLC
|
|
$16,500,000.00
|
Capital One, N.A.
|
|
$10,000,000.00
|
Comerica Bank
|
|
$3,000,000.00
|
Fifth Third Bank
|
|
$7,500,000.00
|
First Hawaiian Bank
|
|
$1,700,000.00
|
Mizuho Bank, Ltd.
|
|
$25,000,000.00
|
PNC Bank
|
|
$13,600,000.00
|
Raymond James Bank, N.A.
|
|
$8,000,000.00
|
Sumitomo Mitsui Banking Corporation
|
|
$3,000,000.00
|
SunTrust Bank
|
|
$16,500,000.00
|
The Bank of Tokyo-Mitsubishi UFJ, Ltd.
|
|
$16,500,000.00
|
The Northern Trust Company
|
|
$7,000,000.00
|
U.S. Bank, National Association
|
|
$16,500,000.00
|
Total
|
|
$144,800,000.00
|
Assignor
|
2002 Credit Agreement Commitment
|
2004 Credit Agreement Commitment
|
2005 Credit Agreement Commitment
|
Principal Amount Committed
|
Principal Amount Assigned
|
||||||||||
Barclays Bank PLC
|
$
|
34,900,000.00
|
|
$
|
53,400,000.00
|
|
$
|
36,700,000.00
|
|
$
|
125,000,000.00
|
|
$
|
(16,500,000
|
)
|
Citibank, N.A.
|
$
|
48,500,000.00
|
|
$
|
75,800,000.00
|
|
$
|
50,700,000.00
|
|
$
|
175,000,000.00
|
|
$
|
(62,600,000
|
)
|
Comerica Bank
|
$
|
8,300,000.00
|
|
—
|
|
$
|
16,700,000.00
|
|
$
|
25,000,000.00
|
|
$
|
(3,000,000
|
)
|
|
First Hawaiian Bank
|
$
|
2,800,000.00
|
|
$
|
7,900,000.00
|
|
$
|
4,200,000.00
|
|
$
|
14,900,000.00
|
|
$
|
(1,600,000
|
)
|
JPMorgan Chase Bank, N.A.
|
$
|
68,300,000.00
|
|
$
|
48,500,000.00
|
|
$
|
58,200,000.00
|
|
$
|
175,000,000.00
|
|
$
|
(62,600,000
|
)
|
Sumitomo Mitsui Banking Corporation
|
—
|
|
$
|
15,000,000.00
|
|
$
|
10,000,000.00
|
|
$
|
25,000,000.00
|
|
$
|
(3,000,000
|
)
|
|
TOTALS
|
$
|
162,800,000.00
|
|
$
|
200,600,000.00
|
|
$
|
176,500,000.00
|
|
$ 539,900,00.00
|
|
$
|
(149,300,000
|
)
|
Assignee
|
2002 Credit Agreement Assigned
|
2004 Credit Agreement Assigned
|
2005 Credit Agreement Assigned
|
Principal Amount Committed
|
Principal Amount Assigned
|
||||||||||
Fifth Third Bank
|
$
|
15,600,000.00
|
|
$
|
25,800,000.00
|
|
$
|
8,600,000.00
|
|
$
|
50,000,000.00
|
|
$
|
17,500,000.00
|
|
PNC Bank
|
—
|
|
—
|
|
$
|
75,000,000.00
|
|
$
|
75,000,000.00
|
|
$
|
11,400,000.00
|
|
||
Raymond James Bank, N.A.
|
—
|
|
—
|
|
—
|
|
—
|
|
$
|
32,000,000.00
|
|
||||
SunTrust Bank
|
$
|
27,300,000.00
|
|
$
|
52,300,000.00
|
|
$
|
20,400,000.00
|
|
$
|
100,000,000.00
|
|
$
|
8,500,000.00
|
|
The Bank of Tokyo-Mitsubishi UFJ, Ltd.
|
$
|
25,800,000.00
|
|
$
|
43,300,000.00
|
|
$
|
30,800,000.00
|
|
$
|
99,900,000.00
|
|
$
|
8,600,000.00
|
|
The Northern Trust Company
|
$
|
20,000,000.00
|
|
$
|
18,800,000.00
|
|
$
|
11,200,000.00
|
|
$
|
50,000,000.00
|
|
$
|
8,000,000.00
|
|
U.S. Bank, National Association
|
$
|
28,600,000.00
|
|
$
|
53,600,000.00
|
|
$
|
17,900,000.00
|
|
$
|
100,100,000.00
|
|
$
|
8,400,000.00
|
|
TOTALS
|
$
|
117,300,000.00
|
|
$
|
193,800,000.00
|
|
$
|
163,900,000.00
|
|
$
|
475,000,000.00
|
|
$
|
94,400,000.00
|
|
2018 Extending Lender
|
Principal Amount
Five-Year Commitment
|
||
Barclays Bank PLC
|
$
|
108,500,000.00
|
|
Capital One, N.A.
|
$
|
25,000,000.00
|
|
Citibank, N.A.
|
$
|
112,400,000.00
|
|
Comerica Bank
|
$
|
22,000,000.00
|
|
Fifth Third Bank
|
$
|
67,500,000.00
|
|
First Hawaiian Bank
|
$
|
13,300,000.00
|
|
JPMorgan Chase Bank, N.A.
|
$
|
112,400,000.00
|
|
Mizuho Bank, Ltd.
|
$
|
100,000,000.00
|
|
PNC Bank
|
$
|
86,400,000.00
|
|
Raymond James Bank, N.A.
|
$
|
32,000,000.00
|
|
Sumitomo Mitsui Banking Corporation
|
$
|
22,000,000.00
|
|
SunTrust Bank
|
$
|
108,500,000.00
|
|
The Bank of Tokyo-Mitsubishi UFJ, Ltd.
|
$
|
108,500,000.00
|
|
The Northern Trust Company
|
$
|
58,000,000.00
|
|
U.S. Bank, National Association
|
$
|
108,500,000.00
|
|
Totals
|
$
|
1,085,000,000.00
|
|
|
Page
|
|
||
|
|
|||
ARTICLE I Definitions
|
6
|
|
||
|
|
|
|
|
|
Section 1.1
|
Defined Terms
|
6
|
|
|
Section 1.2
|
Other Definitional Provisions
|
25
|
|
|
|
|
|
|
ARTICLE II Amount and Terms of the Facilities
|
26
|
|
||
|
|
|
|
|
|
Section 2.1
|
Revolving Credit Commitments
|
27
|
|
|
Section 2.2
|
Procedure for Revolving Credit Borrowing
|
28
|
|
|
Section 2.3
|
Competitive Borrowings
|
29
|
|
|
Section 2.4
|
Termination or Reduction of Five-Year Commitments
|
32
|
|
|
Section 2.5
|
Optional Prepayments
|
32
|
|
|
Section 2.6
|
Conversion and Continuation Options
|
33
|
|
|
Section 2.7
|
Minimum Amounts of Eurodollar Borrowings
|
33
|
|
|
Section 2.8
|
Repayment of Loans; Evidence of Debt
|
33
|
|
|
Section 2.9
|
Interest Rates and Payment Dates
|
34
|
|
|
Section 2.10
|
Fees
|
35
|
|
|
Section 2.11
|
Computation of Interest and Fees
|
35
|
|
|
Section 2.12
|
Inability to Determine Interest Rate
|
36
|
|
|
Section 2.13
|
Pro Rata Treatment and Payments
|
36
|
|
|
Section 2.14
|
Requirements of Law
|
37
|
|
|
Section 2.15
|
Taxes
|
39
|
|
|
Section 2.16
|
Indemnity
|
41
|
|
|
Section 2.17
|
Change of Lending Office
|
42
|
|
|
Section 2.18
|
Replacement of Lenders
|
42
|
|
|
Section 2.19
|
[Reserved]
|
43
|
|
|
Section 2.20
|
L/C Commitment
|
43
|
|
|
Section 2.21
|
Defaulting Lenders
|
47
|
|
|
|
|
|
|
ARTICLE III Representations and Warranties
|
47
|
|
||
|
|
|
|
|
|
Section 3.1
|
Organization; Powers
|
47
|
|
|
Section 3.2
|
Financial Condition; No Material Adverse Effect
|
47
|
|
|
Section 3.3
|
Properties
|
47
|
|
|
Section 3.4
|
Litigation
|
48
|
|
|
Section 3.5
|
No Conflicts
|
48
|
|
|
Section 3.6
|
Taxes
|
48
|
|
|
Section 3.7
|
Authorization; Enforceability
|
48
|
|
|
Section 3.8
|
Environmental Matters
|
48
|
|
|
Section 3.9
|
No Change
|
49
|
|
|
Section 3.10
|
Federal Regulations
|
49
|
|
|
Section 3.11
|
No Default
|
49
|
|
|
Section 3.12
|
Investment Company Act; Federal Regulations
|
49
|
|
|
|
|
|
|
ARTICLE IV Conditions
|
49
|
|
||
|
|
|||
ARTICLE V Affirmative Covenants.
|
50
|
|
||
|
|
|
|
|
|
Section 5.1
|
Financial Statements and Other Information
|
50
|
|
|
Section 5.2
|
Payment of Obligations
|
51
|
|
|
Section 5.3
|
Books and Records; Inspection Rights
|
51
|
|
|
Section 5.4
|
Notices of Material Events
|
51
|
|
|
Section 5.5
|
Existence; Conduct of Business
|
51
|
|
|
Section 5.6
|
Maintenance of Properties; Insurance
|
51
|
|
|
Section 5.7
|
Compliance with Laws
|
51
|
|
|
Section 5.8
|
Debt Ratings
|
52
|
|
|
Section 5.9
|
Guarantee
|
52
|
|
|
Section 5.10
|
Restrictive Agreements
|
52
|
|
|
|
|
|
|
ARTICLE VI Negative Covenants
|
52
|
|
||
|
|
|
|
|
|
Section 6.1
|
Liens
|
53
|
|
|
Section 6.2
|
Fundamental Changes
|
53
|
|
|
Section 6.3
|
Total Leverage Ratio
|
53
|
|
|
Section 6.4
|
[Reserved]
|
55
|
|
|
Section 6.5
|
[Reserved]
|
55
|
|
|
Section 6.6
|
Transfer of Assets
|
55
|
|
|
Section 6.7
|
Amendments to Acquisition Documentation
|
56
|
|
|
|
|||
ARTICLE VII Events of Default
|
56
|
|
||
|
|
|
|
|
|
Section 7.1
|
Events of Default
|
56
|
|
|
Section 7.2
|
Remedies
|
57
|
|
|
|
|
|
|
ARTICLE VIII The Administrative Agent
|
58
|
|
||
|
|
|
|
|
|
Section 8.1
|
Appointment
|
58
|
|
|
Section 8.2
|
Delegation of Duties
|
58
|
|
|
Section 8.3
|
Exculpatory Provisions
|
59
|
|
|
Section 8.4
|
Reliance by Administrative Agent
|
59
|
|
|
Section 8.5
|
Notice of Default
|
59
|
|
|
Section 8.6
|
Non‑Reliance on Administrative Agent and Other Lenders
|
60
|
|
|
Section 8.7
|
Indemnification
|
60
|
|
|
Section 8.8
|
Agent in Its Individual Capacity
|
61
|
|
|
Section 8.9
|
Successor Administrative Agent
|
61
|
|
|
Section 8.10
|
Syndication Agents and Issuing Lender
|
61
|
|
|
Section 8.11
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Joint Lead Arrangers
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61
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ARTICLE IX Miscellaneous
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62
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Section 9.1
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Amendments and Waivers
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62
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Section 9.2
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Notices
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63
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Section 9.3
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No Waiver; Cumulative Remedies
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64
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Section 9.4
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Survival of Representations and Warranties
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64
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Section 9.5
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Payment of Expenses and Taxes
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64
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Section 9.6
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Successors and Assigns; Participations and Assignments
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65
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Section 9.7
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Adjustments; Set‑off
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68
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Section 9.8
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Counterparts
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68
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Section 9.9
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Severability
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68
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Section 9.10
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Integration
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69
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Section 9.11
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GOVERNING LAW
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69
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Section 9.12
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Submission To Jurisdiction; Waivers
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69
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Section 9.13
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Acknowledgements
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69
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Section 9.14
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WAIVERS OF JURY TRIAL
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70
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Section 9.15
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Confidentiality
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70
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Section 9.16
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USA PATRIOT Act
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70
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Applicable Margin (payable pursuant to Section 2.9) for:
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Commitment Fee Rate (payable pursuant to Section 2.10(b))
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Total Leverage Ratio
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ABR Loans
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Eurodollar Loans
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>3.00 to 1.00
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150.0 Basis Points
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250.0 Basis Points
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50.0 Basis Points
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≤ 3.00 to 1.00 and > 2.00 to 1.00
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125.0 Basis Points
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225.0 Basis Points
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45.0 Basis Points
|
≤ 2.00 to 1.00 and > 1.00 to 1.00
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100.0 Basis Points
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200.0 Basis Points
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40.0 Basis Points
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≤ 1.00 to 1.00
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75.0 Basis Points
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175.0 Basis Points
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37.5 Basis Points
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(i)
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initially, the period commencing on the borrowing or conversion date, as the case may be, with respect to such Eurodollar Loan and ending one, two, three or six (or if available to all the Lenders (or, in the case of Eurodollar Competitive Loans, the Lender making such Loans) twelve) months thereafter, as selected by Gannett in its notice of borrowing or notice of conversion, as the case may be, given with respect thereto; and
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(ii)
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thereafter, each period commencing on the last day of the next preceding Interest Period applicable to such Eurodollar Loan and ending one, two, three or six (or if available to all the Lenders (or, in the case of Eurodollar Competitive Loans, the Lender making such Loans) twelve) months thereafter, as selected by Gannett by irrevocable notice to the Administrative Agent not less than three Business Days prior to the last day of the then current Interest Period with respect thereto; and
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(b)
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with respect to any Fixed Rate Loan, the period commencing on the Borrowing Date with respect to such Fixed Rate Loan and ending such number of days thereafter (which shall be not less than seven days or more than 360 days after the date of such borrowing) as selected by Gannett in its Competitive Bid Request given with respect thereto.
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(A)
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if any Interest Period would otherwise end on a day that is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless, in the case of an Interest Period pertaining to a Eurodollar Loan, the result of such extension would be to carry such Interest Period into another calendar month in which event such Interest Period shall end on the immediately preceding Business Day; and
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(B)
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any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of a calendar month.
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Installment
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Principal Amount
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December 31, 2013
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$7,400,000
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March 31, 2014
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$7,400,000
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June 30, 2014
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$7,400,000
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September 30, 2014
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$7,400,000
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December 31, 2014
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$7,400,000
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March 31, 2015
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$7,400,000
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June 30, 2015
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$7,400,000
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September 30, 2015
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$7,400,000
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Installment
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Principal Amount
|
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December 31, 2015
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$7,400,000
|
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March 31, 2016
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$7,400,000
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June 30, 2016
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$7,400,000
|
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September 30, 2016
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$7,400,000
|
|
December 31, 2016
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$7,400,000
|
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March 31, 2017
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$7,400,000
|
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June 30, 2017
|
$7,400,000
|
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September 30, 2017
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$7,400,000
|
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December 31, 2017
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$7,400,000
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March 31, 2018
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$7,400,000
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June 30, 2018
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$7,400,000
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2018 Extended Termination Date
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Aggregate principal amount of Term Loans outstanding
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Period
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Total
Leverage Ratio |
Amendment and Restatement Effective Date through the date which is eighteen months after the Amendment and Restatement Effective Date (the
“Eighteen Month Anniversary Date
”)
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3.50 to 1.00
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Eighteen Month Anniversary Date through the date which is thirty months after the Amendment and Restatement Effective Date (the “
Thirtieth Month Anniversary Date
”)
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3.25 to 1.00
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Thirtieth Month Anniversary Date and thereafter
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3.00 to 1.00
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Period
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Total
Leverage Ratio |
Amendment and Restatement Effective Date through the Eighteen Month Anniversary Date
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4.00 to 1.00
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Eighteen Month Anniversary Date through the Thirtieth Month Anniversary Date
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3.75 to 1.00
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Thirtieth Month Anniversary Date and thereafter
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3.50 to 1.00
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Gannett:
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7950 Jones Branch Drive
McLean, VA 22107 |
The Administrative Agent:
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JPMorgan Chase Bank, N.A.
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The Issuing Lender:
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JPMorgan Chase Bank, N.A.
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1.
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Each Lender party hereto agrees to provide commitments and make Incremental Loans under an Incremental Facility in the amount set forth under such Lender’s name on the signature pages hereof under the caption “Incremental Facility Amount”.
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2.
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The Facility to be [created][increased] is a [term loan facility][revolving credit facility][Term Facility][Five-Year Facility].
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3.
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The Incremental Facility Closing Date is [●] 201[_]. .
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4.
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The aggregate principal amount of Incremental Facility contemplated hereby is $[________].
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5.
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[The Incremental Facility of each Lender party hereto shall mature in [___] consecutive installments, commencing on [●] 201[_], each of which shall be in an amount equal to (i) the percentage which the principal amount of such Lender’s Incremental Facility made on the Incremental Facility Closing Date constitutes of the aggregate principal amount of Incremental Facility made on the Increased Facility Closing Date multiplied by (ii) the amount set forth below opposite such installment:
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6.
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[The Incremental Facility Maturity Date for the Incremental Facility contemplated hereby is [●] 201[_].]
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[7.
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The Applicable Margin for the Incremental Facility contemplated hereby is [___]% per annum in the case of Eurocurrency Loans and [__]% per annum in the case of ABR Loans. [INSERT GRID IF APPLICABLE]]
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8.
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The agreement of each Lender party hereto to make available an Incremental Facility on the Increased Facility Closing Date is subject to the satisfaction of the following conditions precedent:
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(a)
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The Administrative Agent shall have received this notice, executed and delivered by Gannett and each Lender party hereto.
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(b)
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In the case of Incremental Loans that are an increase of an existing Facility, such Incremental Loans shall have the same terms as the existing Loans under such Facility in all respects.
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(c)
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Other than amortization, pricing, fees and the maturity date, each new Incremental Facility (x) shall rank pari passu with the Term Facility and the Five-Year Facility, as applicable, in right of payment, (y)
shall have the same terms as the Term Facility or the Five-Year Facility, as applicable, or such terms as are reasonably satisfactory to the Administrative Agent and Gannett, and (z)
except as set forth above, shall be treated substantially the same as the existing Term Facility or the Five-Year Facility, as applicable (in each case, including with respect to mandatory and voluntary prepayments)
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(d)
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After giving effect to the making of the Incremental Facility contemplated hereby on the Increased Facility Closing Date, (i) each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date, except for representations and warranties made as of a specific earlier date that shall be true and correct in all material respects as of such date, and (ii) no Default or Event of Default shall have occurred and be continuing.
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1.
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Each Lender party hereto agrees to provide commitments and make Incremental Loans in the form of an increase in the existing Facilities (collectively, the “
Incremental Facilities
”) in the amount set forth under such Lender’s name on the signature pages hereof under the caption “Incremental Facility Amount”.
|
2.
|
The Facilities to be increased are the Five-Year Facility and the Term Facility.
|
3.
|
The Incremental Facility Closing Date is September 25, 2013.
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4.
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The aggregate principal amount of the Incremental Facilities contemplated hereby is:
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5.
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The Term Loans of each Lender party hereto shall mature in 20 consecutive quarterly installments, commencing on December 31, 2013, each of which shall be in an amount equal to (i) the percentage which the principal amount of such Lender’s Term Loans made on the Incremental Facility Closing Date constitutes of the aggregate principal amount of Term Loans made on the Increased Facility Closing Date multiplied by (ii) the amount set forth below opposite such installment:
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Installment
|
Principal Amount
|
December 31, 2013
|
$500,000
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March 31, 2014
|
$500,000
|
June 30, 2014
|
$500,000
|
September 30, 2014
|
$500,000
|
December 31, 2014
|
$500,000
|
March 31, 2015
|
$500,000
|
June 30, 2015
|
$500,000
|
September 30, 2015
|
$500,000
|
December 31, 2015
|
$500,000
|
March 31, 2016
|
$500,000
|
June 30, 2016
|
$500,000
|
Installment
|
Principal Amount
|
September 30, 2016
|
$500,000
|
December 31, 2016
|
$500,000
|
March 31, 2017
|
$500,000
|
June 30, 2017
|
$500,000
|
September 30, 2017
|
$500,000
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December 31, 2017
|
$500,000
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March 31, 2018
|
$500,000
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June 30, 2018
|
$500,000
|
2018 Extended Termination Date
|
Aggregate principal amount of Term Loans made on the Incremental Facility Closing Date outstanding
|
7.
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The Applicable Margin for each of the Incremental Facility shall be the same as the Applicable Margin for the applicable existing Facility. The Commitment Fees shall be paid to the increased Five Year Facility in the same manner as the existing Five Year Facility.
|
8.
|
The agreement of each Lender party hereto to make available the Incremental Facilities on the Increased Facility Closing Date is subject to the satisfaction of the following conditions precedent:
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(a)
|
The Administrative Agent shall have received this notice, executed and delivered by Gannett and each Lender party hereto.
|
(b)
|
In the case of Incremental Loans that are an increase of an existing Facility, such Incremental Loans shall have the same terms as the existing Loans under such Facility in all respects.
|
(c)
|
Other than amortization, pricing, fees and the maturity date, each new Incremental Facility (x) shall rank pari passu with the Term Facility and the Five-Year Facility, as applicable, in right of payment, (y) shall have the same terms as the Term Facility or the Five-Year Facility, as applicable, or such terms as are reasonably satisfactory to the Administrative Agent and Gannett, and (z) except as set forth above, shall be treated substantially the same as the existing Term Facility or the Five-Year Facility, as applicable (in each case, including with respect to mandatory and voluntary prepayments)
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(d)
|
After giving effect to the making of the Incremental Facility contemplated hereby on the Increased Facility Closing Date, (i) each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date, except for representations and warranties made as of a specific earlier date that shall be true and correct in all material respects as of such date, and (ii) no Default or Event of Default shall have occurred and be continuing.
|
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: November 6, 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: November 6, 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)
|
November 6, 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)
|
November 6, 2013
|