|
x
|
ANNUAL 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)
|
Title of Each Class
|
|
Name of Each Exchange on Which Registered
|
Common Stock, par value $1.00 per share
|
|
The New York Stock Exchange
|
Large accelerated filer
|
x
|
Accelerated filer
|
¨
|
Non-accelerated filer
|
¨
|
Smaller reporting company
|
¨
|
|
Item No.
|
|
Page
|
|
|
|
|
|
|
1
|
||
|
|
|
1A.
|
||
|
|
|
1B.
|
||
|
|
|
2
|
||
|
|
|
3
|
||
|
|
|
4
|
||
|
|
|
|
|
|
|
|
|
5
|
||
|
|
|
6
|
||
|
|
|
7
|
||
|
|
|
7A.
|
||
|
|
|
8
|
||
|
|
|
9
|
||
|
|
|
9A.
|
||
|
|
|
|
|
|
|
|
|
10
|
||
|
|
|
11
|
||
|
|
|
12
|
||
|
|
|
13
|
||
|
|
|
14
|
||
|
|
|
|
|
|
|
|
|
15
|
•
|
Enhance local core news and marketing operations to make local franchises stronger and ties with the communities even deeper, thereby growing Publishing and higher growth, higher margin Broadcasting and Digital businesses;
|
•
|
Leverage hometown and brand advantages to accelerate growth by entering into or expanding high potential businesses
;
and
|
•
|
Optimize assets on an ongoing basis to maintain a strong financial profile to improve efficiency and effectiveness, and driving increased shareholder value.
|
•
|
Launching “For The Win” (ftw.usatoday.com), the first mainstream sports media property focused exclusively on “social news,” and The Q (q.usatoday.com), a platform that delivers sports news to fans through curated analysis.
|
•
|
Re-launching growth sports sites The Big Lead (www.thebiglead.com), a fast-growing and highly social media property where breaking sports news and commentary combine with pop culture, Hoopshype (www.hoopshype.com), a popular destination for NBA breaking news, and MMA Junkie (www.mmajunkie.com) a popular mixed martial arts site.
|
•
|
USA TODAY High School Sports re-launched 39 local high school media sites across Gannett’s local properties, featuring video, text, photo, and social media capabilities.
|
•
|
USA TODAY Sports Images became the official photo partner of Major League Soccer (MLS) and its business and marketing subsidiary, Soccer United Marketing (SUM), as part of a multi-year agreement.
|
•
|
Expanded its Super Bowl ad-rating platform Ad Meter to The Year in Sports where fans vote in categories like Best Sports Marketing Campaign and Best Athlete Endorsement Ad.
|
•
|
USA WEEKEND, a weekly magazine carried by more than 760 local publishers with an aggregate circulation reach of more than 22 million.
|
•
|
Clipper Magazine, a direct mail advertising magazine that publishes hundreds of local market editions under the brands Clipper Magazine, Savvy Shopper and Mint Magazine in 29 states to more than 27 million.
|
•
|
Gannett Government Media, a worldwide multimedia business with digital, print and broadcast media properties focused on government, military and defense technology audiences.
|
•
|
Gannett Healthcare Group, which publishes magazines specializing in news, continuing education opportunities and employment opportunities, reaching nurses and allied health professionals nationwide. Its web sites, GannettHG.com, Nurse.com and TodayinPT.com, feature news, continuing education opportunities and information about employment opportunities for allied health professionals. Gannett Healthcare Group also operates Gannett Education, which delivers continuing education opportunities to nurses and allied health professionals and includes GannettEducation.com, ContinuingEducation.com and PearlsReview.com, an online nursing certification and continuing education web site.
|
|
2013
|
|
2012
|
||
Broadcast
|
4,800
|
|
|
2,600
|
|
Publishing
|
23,000
|
|
|
24,800
|
|
Digital
|
3,000
|
|
|
2,500
|
|
Corporate
|
800
|
|
|
800
|
|
Total company
|
31,600
|
|
|
30,700
|
|
State/District of Columbia
|
City
|
Station/web site
|
Channel/Network
|
Affiliation Agreement Expires in
|
Weekly Audience
(6)
|
Founded
|
|
Arizona
|
Flagstaff
|
KNAZ-TV:
azcentral.com/12news
|
Ch. 2/NBC
|
2017
|
(7
|
)
|
1970
|
|
Phoenix
|
KASW-TV
(1)(2)
:
azfamily.com
|
Ch. 6/CW
|
2016
|
562,000
|
|
1995
|
|
|
KPNX-TV:
azcentral.com/12news
|
Ch. 12/NBC
|
2017
|
1,240,000
|
|
1953
|
|
|
KTVK-TV
(1)(2)
:
azfamily.com
|
Ch. 3/IND
|
|
750,000
|
|
1955
|
|
Tucson
|
KMSB-TV
(1)
:
tucsonnewsnow.com
|
Ch. 11/FOX
|
2016
|
190,000
|
|
1967
|
|
|
KTTU-TV
(1)
:
tucsonnewsnow.com
|
Ch. 12/MNTV
|
2014
|
81,000
|
|
1984
|
Arkansas
|
Little Rock
|
KTHV-TV:
todaysthv.com
|
Ch. 11/CBS
|
2015
|
421,000
|
|
1955
|
California
|
Sacramento
|
KXTV-TV:
news10.net
|
Ch. 10/ABC
|
2014
|
85,300
|
|
1955
|
Colorado
|
Denver
|
KTVD-TV:
ktvd.com
|
Ch. 20/MNTV
|
2014
|
536,000
|
|
1988
|
|
|
KUSA-TV:
9news.com
|
Ch. 9/NBC
|
2017
|
1,171,000
|
|
1952
|
District of Columbia
|
Washington
|
WUSA-TV:
wusa9.com
|
Ch. 9/CBS
|
2015
|
1,803,000
|
|
1949
|
Florida
|
Jacksonville
|
WJXX-TV:
firstcoastnews.com
|
Ch. 25/ABC
|
2014
|
404,000
|
|
1989
|
|
|
WTLV-TV:
firstcoastnews.com
|
Ch. 12/NBC
|
2017
|
501,000
|
|
1957
|
|
Tampa-St. Petersburg
|
WTSP-TV:
wtsp.com
|
Ch. 10/CBS
|
2015
|
1,262,000
|
|
1965
|
Georgia
|
Atlanta
|
WATL-TV:
myatltv.com
|
Ch. 36/MNTV
|
2016
|
793,000
|
|
1954
|
|
|
WXIA-TV:
11alive.com
|
Ch. 11/NBC
|
2017
|
1,556,000
|
|
1948
|
|
Macon
|
WMAZ-TV:
13wmaz.com
|
Ch. 13/CBS
|
2015
|
206,000
|
|
1953
|
Idaho
|
Boise
|
KTVB-TV
(5)
:
ktvb.com
|
Ch. 7/NBC
|
2015
|
198,000
|
|
1953
|
Kentucky
|
Louisville
|
WHAS-TV
(1)
:
whas11.com
|
Ch. 11/ABC
|
2014
|
514,000
|
|
1950
|
Louisiana
|
New Orleans
|
WWL-TV:
wwltv.com
|
Ch. 4/CBS
|
2017
|
543,000
|
|
1957
|
|
|
WUPL-TV
(4)
:
wupltv.com
|
Ch. 54/MNTV
|
2014
|
169,000
|
|
1955
|
Maine
|
Bangor
|
WLBZ-TV:
wlbz2.com
|
Ch. 2/NBC
|
2017
|
107,000
|
|
1954
|
|
Portland
|
WCSH-TV:
wcsh6.com
|
Ch. 6/NBC
|
2017
|
310,000
|
|
1953
|
Michigan
|
Grand Rapids
|
WZZM-TV:
wzzm13.com
|
Ch. 13/ABC
|
2014
|
394,000
|
|
1962
|
Minnesota
|
Minneapolis-St. Paul
|
KARE-TV:
kare11.com
|
Ch. 11/NBC
|
2017
|
1,300,000
|
|
1953
|
Missouri
|
St. Louis
|
KMOV-TV
(1)(2)
:
kmov.com
|
Ch. 4/CBS
|
2016
|
997,000
|
|
1954
|
|
|
KSDK-TV:
ksdk.com
|
Ch. 5/NBC
|
2017
|
984,000
|
|
1947
|
New York
|
Buffalo
|
WGRZ-TV:
wgrz.com
|
Ch. 2/NBC
|
2017
|
513,000
|
|
1954
|
North Carolina
|
Charlotte
|
WCNC-TV:
wcnc.com
|
Ch. 36/NBC
|
2015
|
769,000
|
|
1967
|
|
Greensboro
|
WFMY-TV:
digtriad.com
|
Ch. 2/CBS
|
2015
|
582,000
|
|
1949
|
Ohio
|
Cleveland
|
WKYC-TV:
wkyc.com
|
Ch. 3/NBC
|
2017
|
1,114,000
|
|
1948
|
Oregon
|
Portland
|
KGW-TV
(1)(3)
:
kgw.com
|
Ch. 8/NBC
|
2015
|
809,000
|
|
1956
|
South Carolina
|
Columbia
|
WLTX-TV:
wltx.com
|
Ch. 19/CBS
|
2015
|
291,000
|
|
1953
|
Tennessee
|
Knoxville
|
WBIR-TV:
wbir.com
|
Ch. 10/NBC
|
2017
|
460,000
|
|
1956
|
Texas
|
Austin
|
KVUE-TV:
kvue.com
|
Ch. 24/ABC
|
2014
|
488,000
|
|
1971
|
|
Dallas/Ft. Worth
|
WFAA-TV:
wfaa.com
|
Ch. 8/ABC
|
2014
|
1,694,000
|
|
1949
|
|
Houston
|
KHOU-TV:
khou.com
|
Ch. 11/CBS
|
2017
|
1,595,000
|
|
1953
|
|
San Antonio
|
KENS-TV:
kens5.com
|
Ch. 5/CBS
|
2017
|
629,000
|
|
1950
|
Virginia
|
Hampton/Norfolk
|
WVEC-TV:
wvec.com
|
Ch. 13/ABC
|
2014
|
539,000
|
|
1953
|
Washington
|
Seattle/Tacoma
|
KING-TV:
king5.com
|
Ch. 5/NBC
|
2015
|
1,370,000
|
|
1948
|
|
|
KONG-TV:
king5.com
|
Ch. 16/IND
|
|
618,000
|
|
1997
|
|
Spokane
|
KREM-TV:
krem.com
|
Ch. 2/CBS
|
2016
|
282,000
|
|
1954
|
|
|
KSKN-TV:
spokanescw22.com
|
Ch. 22/CW
|
2016
|
95,000
|
|
1983
|
(1)
|
Stations serviced by Gannett under shared services and similar arrangements.
|
(2)
|
Meredith Corporation has agreed to purchase KMOV-TV, KTVK-TV and KASW-TV.
|
(3)
|
The company also owns KGWZ-LD, a low power television station in Portland, OR.
|
(4)
|
The company also owns WBXN-CA, a Class A television station in New Orleans, LA.
|
(5)
|
The company also owns KTFT-LD (NBC), a low power television station in Twin Falls, ID.
|
(6)
|
Weekly audience is number of television households reached, according to the November 2013 Nielsen book.
|
(7)
|
Audience numbers fall below minimum reporting standards.
|
DAILY LOCAL MEDIA ORGANIZATIONS AND AFFILIATED DIGITAL PLATFORMS
|
||||||||||||||
State
Territory
|
|
|
|
|
Average 2013 Circulation - Print and Digital Replica and Non-Replica
|
|
|
|||||||
City
|
|
Local media organization/web site
|
|
Morning
|
|
Afternoon
|
|
Sunday
|
|
Founded
|
||||
Alabama
|
Montgomery
|
|
Montgomery Advertiser
www.montgomeryadvertiser.com
|
|
26,952
|
|
|
|
|
33,035
|
|
|
1829
|
|
Arizona
|
Phoenix
|
|
The Arizona Republic
www.azcentral.com
|
|
263,348
|
|
|
|
|
509,197
|
|
|
1890
|
|
Arkansas
|
Mountain Home
|
|
The Baxter Bulletin
www.baxterbulletin.com
|
|
8,753
|
|
|
|
|
|
|
1901
|
||
California
|
Palm Springs
|
|
The Desert Sun
www.mydesert.com
|
|
35,369
|
|
|
|
|
40,024
|
|
|
1927
|
|
|
Salinas
|
|
The Salinas Californian
www.thecalifornian.com
|
|
8,059
|
|
|
|
|
|
|
1871
|
||
|
Visalia
|
|
Visalia Times-Delta/Tulare
Advance-Register
www.visaliatimesdelta.com
www.tulareadvanceregister.com
|
|
16,428
|
|
|
|
|
|
|
1859
|
||
Colorado
|
Fort Collins
|
|
Fort Collins Coloradoan
www.coloradoan.com
|
|
19,669
|
|
|
|
|
24,835
|
|
|
1873
|
|
Delaware
|
Wilmington
|
|
The News Journal
www.delawareonline.com
|
|
76,945
|
|
|
|
|
107,209
|
|
|
1871
|
|
Florida
|
Brevard County
|
|
FLORIDA TODAY
www.floridatoday.com
|
|
53,099
|
|
|
|
|
86,394
|
|
|
1966
|
|
|
Fort Myers
|
|
The News-Press
www.news-press.com
|
|
56,787
|
|
|
|
|
76,461
|
|
|
1884
|
|
|
Pensacola
|
|
Pensacola News Journal
www.pnj.com
|
|
33,862
|
|
|
|
|
48,495
|
|
|
1889
|
|
|
Tallahassee
|
|
Tallahassee Democrat
www.tallahassee.com
|
|
30,303
|
|
|
|
|
40,933
|
|
|
1905
|
|
Guam
|
Hagatna
|
|
Pacific Daily News
www.guampdn.com
|
|
15,042
|
|
|
|
|
12,746
|
|
|
1944
|
|
Indiana
|
Indianapolis
|
|
The Indianapolis Star
www.indystar.com
|
|
145,930
|
|
|
|
|
280,428
|
|
|
1903
|
|
|
Lafayette
|
|
Journal and Courier
www.jconline.com
|
|
24,775
|
|
|
|
|
33,240
|
|
|
1829
|
|
|
Muncie
|
|
The Star Press
www.thestarpress.com
|
|
21,849
|
|
|
|
|
28,282
|
|
|
1899
|
|
|
Richmond
|
|
Palladium-Item
www.pal-item.com
|
|
10,088
|
|
|
|
|
15,097
|
|
|
1831
|
|
Iowa
|
Des Moines
|
|
The Des Moines Register
www.desmoinesregister.com
|
|
90,982
|
|
|
|
|
186,383
|
|
|
1849
|
|
|
Iowa City
|
|
Iowa City Press-Citizen
www.press-citizen.com
|
|
10,359
|
|
|
|
|
|
|
1860
|
||
Kentucky
|
Louisville
|
|
The Courier-Journal
www.courier-journal.com
|
|
125,887
|
|
|
|
|
222,229
|
|
|
1868
|
|
Louisiana
|
Alexandria
|
|
Alexandria Daily Town Talk
www.thetowntalk.com
|
|
16,605
|
|
|
|
|
22,242
|
|
|
1883
|
|
|
Lafayette
|
|
The Daily Advertiser
www.theadvertiser.com
|
|
24,430
|
|
|
|
|
32,653
|
|
|
1865
|
|
|
Monroe
|
|
The News-Star
www.thenewsstar.com
|
|
23,696
|
|
|
|
|
26,561
|
|
|
1890
|
|
|
Opelousas
|
|
Daily World
www.dailyworld.com
|
|
4,867
|
|
|
|
|
6,041
|
|
|
1939
|
|
|
Shreveport
|
|
The Times
www.shreveporttimes.com
|
|
34,946
|
|
|
|
|
51,955
|
|
|
1871
|
|
Maryland
|
Salisbury
|
|
The Daily Times
www.delmarvanow.com
|
|
15,447
|
|
|
|
|
20,463
|
|
|
1900
|
DAILY LOCAL MEDIA ORGANIZATIONS AND AFFILIATED DIGITAL PLATFORMS
|
||||||||||||||
State
Territory
|
|
|
|
|
Average 2013 Circulation - Print and Digital Replica and Non-Replica
|
|
|
|||||||
City
|
|
Local media organization/web site
|
|
Morning
|
|
Afternoon
|
|
Sunday
|
|
Founded
|
||||
Michigan
|
Battle Creek
|
|
Battle Creek Enquirer
www.battlecreekenquirer.com
|
|
13,019
|
|
|
|
|
18,446
|
|
|
1900
|
|
|
Detroit
|
|
Detroit Free Press
www.freep.com
|
|
193,420
|
|
|
|
|
784,243
|
|
|
1832
|
|
|
Lansing
|
|
Lansing State Journal
www.lansingstatejournal.com
|
|
38,770
|
|
|
|
|
53,244
|
|
|
1855
|
|
|
Livingston County
|
|
Daily Press & Argus
www.livingstondaily.com
|
|
9,913
|
|
|
|
|
14,452
|
|
|
1843
|
|
|
Port Huron
|
|
Times Herald
www.thetimesherald.com
|
|
16,482
|
|
|
|
|
24,894
|
|
|
1900
|
|
Minnesota
|
St. Cloud
|
|
St. Cloud Times
www.sctimes.com
|
|
20,925
|
|
|
|
|
27,210
|
|
|
1861
|
|
Mississippi
|
Hattiesburg
|
|
Hattiesburg American
www.hattiesburgamerican.com
|
|
|
|
8,872
|
|
|
12,154
|
|
|
1897
|
|
|
Jackson
|
|
The Clarion-Ledger
www.clarionledger.com
|
|
50,950
|
|
|
|
|
60,307
|
|
|
1837
|
|
Missouri
|
Springfield
|
|
Springfield News-Leader
www.news-leader.com
|
|
32,039
|
|
|
|
|
51,010
|
|
|
1893
|
|
Montana
|
Great Falls
|
|
Great Falls Tribune
www.greatfallstribune.com
|
|
23,479
|
|
|
|
|
26,669
|
|
|
1885
|
|
Nevada
|
Reno
|
|
Reno Gazette-Journal
www.rgj.com
|
|
38,046
|
|
|
|
|
60,869
|
|
|
1870
|
|
New Jersey
|
Asbury Park
|
|
Asbury Park Press
www.app.com
|
|
90,859
|
|
|
|
|
133,276
|
|
|
1879
|
|
|
Bridgewater
|
|
Courier News
www.mycentraljersey.com
|
|
12,082
|
|
|
|
|
15,610
|
|
|
1884
|
|
|
Cherry Hill
|
|
Courier-Post
www.courierpostonline.com
|
|
41,217
|
|
|
|
|
53,575
|
|
|
1875
|
|
|
East Brunswick
|
|
Home News Tribune
www.mycentraljersey.com
|
|
23,720
|
|
|
|
|
28,633
|
|
|
1879
|
|
|
Morristown
|
|
Daily Record
www.dailyrecord.com
|
|
16,152
|
|
|
|
|
19,720
|
|
|
1900
|
|
|
Vineland
|
|
The Daily Journal
www.thedailyjournal.com
|
|
11,700
|
|
|
|
|
|
|
1864
|
||
New York
|
Binghamton
|
|
Press & Sun-Bulletin
www.pressconnects.com
|
|
31,425
|
|
|
|
|
41,697
|
|
|
1904
|
|
|
Elmira
|
|
Star-Gazette
www.stargazette.com
|
|
14,102
|
|
|
|
|
21,727
|
|
|
1828
|
|
|
Ithaca
|
|
The Ithaca Journal
www.theithacajournal.com
|
|
10,113
|
|
|
|
|
|
|
1815
|
||
|
Poughkeepsie
|
|
Poughkeepsie Journal
www.poughkeepsiejournal.com
|
|
22,756
|
|
|
|
|
30,892
|
|
|
1785
|
|
|
Rochester
|
|
Rochester Democrat and Chronicle
www.democratandchronicle.com
|
|
101,113
|
|
|
|
|
140,239
|
|
|
1833
|
|
|
Westchester County
|
|
The Journal News
www.lohud.com
|
|
64,022
|
|
|
|
|
81,896
|
|
|
1829
|
|
North Carolina
|
Asheville
|
|
Asheville Citizen-Times
www.citizen-times.com
|
|
29,820
|
|
|
|
|
43,845
|
|
|
1870
|
DAILY LOCAL MEDIA ORGANIZATIONS AND AFFILIATED DIGITAL PLATFORMS
|
||||||||||||||
State
Territory
|
|
|
|
|
Average 2013 Circulation - Print and Digital Replica and Non-Replica
|
|
|
|||||||
City
|
|
Local media organization/web site
|
|
Morning
|
|
Afternoon
|
|
Sunday
|
|
Founded
|
||||
Ohio
|
Bucyrus
|
|
Telegraph-Forum
www.bucyrustelegraphforum.com
|
|
3,818
|
|
|
|
|
|
|
1923
|
||
|
Chillicothe
|
|
Chillicothe Gazette
www.chillicothegazette.com
|
|
|
|
8,076
|
|
|
9,895
|
|
|
1800
|
|
|
Cincinnati
|
|
The Cincinnati Enquirer
www.cincinnati.com
|
|
122,900
|
|
|
|
|
236,689
|
|
|
1841
|
|
|
Coshocton
|
|
Coshocton Tribune
www.coshoctontribune.com
|
|
|
|
3,800
|
|
|
4,748
|
|
|
1842
|
|
|
Fremont
|
|
The News-Messenger
www.thenews-messenger.com
|
|
|
|
5,629
|
|
|
|
|
1856
|
||
|
Lancaster
|
|
Lancaster Eagle-Gazette
www.lancastereaglegazette.com
|
|
|
|
8,022
|
|
|
9,865
|
|
|
1807
|
|
|
Mansfield
|
|
News Journal
www.mansfieldnewsjournal.com
|
|
17,572
|
|
|
|
|
25,187
|
|
|
1885
|
|
|
Marion
|
|
The Marion Star
www.marionstar.com
|
|
6,174
|
|
|
|
|
7,883
|
|
|
1880
|
|
|
Newark
|
|
The Advocate
www.newarkadvocate.com
|
|
|
|
11,821
|
|
|
14,437
|
|
|
1820
|
|
|
Port Clinton
|
|
News Herald
www.portclintonnewsherald.com
|
|
|
|
2,437
|
|
|
|
|
1864
|
||
|
Zanesville
|
|
Times Recorder
www.zanesvilletimesrecorder.com
|
|
11,314
|
|
|
|
|
13,325
|
|
|
1852
|
|
Oregon
|
Salem
|
|
Statesman Journal
www.statesmanjournal.com
|
|
31,894
|
|
|
|
|
38,501
|
|
|
1851
|
|
South Carolina
|
Greenville
|
|
The Greenville News
www.greenvilleonline.com
|
|
46,957
|
|
|
|
|
92,288
|
|
|
1874
|
|
South Dakota
|
Sioux Falls
|
|
Argus Leader
www.argusleader.com
|
|
30,295
|
|
|
|
|
55,182
|
|
|
1881
|
|
Tennessee
|
Clarksville
|
|
The Leaf-Chronicle
www.theleafchronicle.com
|
|
12,187
|
|
|
|
|
16,785
|
|
|
1808
|
|
|
Jackson
|
|
The Jackson Sun
www.jacksonsun.com
|
|
15,763
|
|
|
|
|
24,287
|
|
|
1848
|
|
|
Murfreesboro
|
|
The Daily News Journal
www.dnj.com
|
|
10,665
|
|
|
|
|
14,784
|
|
|
1848
|
|
|
Nashville
|
|
The Tennessean
www.tennessean.com
|
|
96,542
|
|
|
|
|
219,188
|
|
|
1812
|
|
Utah
|
St. George
|
|
The Spectrum
www.thespectrum.com
|
|
14,665
|
|
|
|
|
17,029
|
|
|
1963
|
|
Vermont
|
Burlington
|
|
The Burlington Free Press
www.burlingtonfreepress.com
|
|
25,255
|
|
|
|
|
30,602
|
|
|
1827
|
|
Virginia
|
McLean
|
|
USA TODAY*
www.usatoday.com
|
|
2,862,229
|
|
|
|
|
|
|
1982
|
||
|
Staunton
|
|
The Daily News Leader
www.newsleader.com
|
|
12,916
|
|
|
|
|
16,093
|
|
|
1904
|
|
Wisconsin
|
Appleton
|
|
The Post-Crescent
www.postcrescent.com
|
|
38,509
|
|
|
|
|
50,722
|
|
|
1853
|
|
|
Fond du Lac
|
|
The Reporter
www.fdlreporter.com
|
|
9,911
|
|
|
|
|
13,076
|
|
|
1870
|
|
|
Green Bay
|
|
Green Bay Press-Gazette
www.greenbaypressgazette.com
|
|
41,542
|
|
|
|
|
61,666
|
|
|
1915
|
|
|
Manitowoc
|
|
Herald Times Reporter
www.htrnews.com
|
|
9,603
|
|
|
|
|
11,394
|
|
|
1898
|
|
|
Marshfield
|
|
Marshfield News-Herald
www.marshfieldnewsherald.com
|
|
|
|
7,608
|
|
|
|
|
1927
|
||
|
Oshkosh
|
|
Oshkosh Northwestern
www.thenorthwestern.com
|
|
12,712
|
|
|
|
|
17,805
|
|
|
1868
|
|
|
Sheboygan
|
|
The Sheboygan Press
www.sheboyganpress.com
|
|
14,054
|
|
|
|
|
17,639
|
|
|
1907
|
|
|
Stevens Point
|
|
Stevens Point Journal
www.stevenspointjournal.com
|
|
|
|
7,500
|
|
|
|
|
1873
|
||
|
|
|
Central Wisconsin Sunday
|
|
|
|
|
|
15,880
|
|
|
|
||
|
Wausau
|
|
Wausau Daily Herald
www.wausaudailyherald.com
|
|
|
|
14,855
|
|
|
20,029
|
|
|
1903
|
|
|
Wisconsin Rapids
|
|
The Daily Tribune
www.wisconsinrapidstribune.com
|
|
|
|
7,657
|
|
|
|
|
1914
|
*
|
USA TODAY morning figure is the average Print and Digital Replica and Non-Replica circulation according to the Alliance for Audited Media’s September 2013 Publisher’s Statement.
|
GANNETT DIGITAL
|
CareerBuilder:
www.careerbuilder.com
Headquarters:
Chicago, IL
Sales offices:
Atlanta, GA; Boston, MA; Charlotte, NC; Chicago, IL; Cincinnati, OH; Dallas, TX; Denver, CO; Detroit, MI; Edison, NJ; Los Angeles; Minneapolis, MN; Moscow, ID; Nashville, TN; New York, NY; Orlando, FL; Overland Park, KS; Philadelphia, PA; San Bruno, CA; Scottsdale, AZ; Seattle, WA; Washington, DC
International offices:
Brazil, Canada, China, France, Germany, Greece, India, Indonesia, Italy, Malaysia, Netherlands, Belgium, Norway, Singapore, Spain, Sweden, United Kingdom, Vietnam
|
PointRoll, Inc.:
www.pointroll.com
Headquarters:
King of Prussia, PA
Sales offices:
Atlanta, GA; Boston, MA; Chicago, IL; Detroit, MI; Los Angeles, CA; New York, NY; San Francisco, CA;
|
Shoplocal: www.shoplocal.com
Headquarters: Chicago, IL Sales office: Chicago, IL |
|
|
|
|
Mobile and Tablet:
Gannett powers more than 500 local mobile and tablet products and also partners with mobile service providers to power news alerts and mobile marketing campaigns. Gannett has also developed and deployed leading applications for iPad, iPhone, Kindle, Android and Windows.
|
|
|
|
|
USA TODAY/USATODAY.com
Headquarters and editorial offices:
McLean, VA
Print sites:
Albuquerque, NM; Atlanta, GA; Columbia, SC; Denver, CO; Des Moines, IA; Eugene, OR; Fort Lauderdale, FL; Houston, TX; Indianapolis, IN; Las Vegas, NV; Lawrence, KS; Los Angeles, CA; Louisville, KY; Milwaukee, WI; Minneapolis, MN; Mobile, AL; Nashville, TN; Newark, OH; Norwood, MA; Oklahoma City, OK; Orlando, FL; Phoenix, AZ; Plano, TX; Rochester, NY; Rockaway, NJ; St. Louis, MO; Salt Lake City, UT; San Jose, CA; Seattle, WA; Springfield, VA; Sterling Heights, MI; Tampa, FL; Warrendale, PA; Wilmington, DE; Winston-Salem, NC
Advertising offices:
Atlanta, GA; Chicago, IL; Dallas, TX; Detroit, MI; Los Angeles, CA; McLean, VA; New York, NY; San Francisco, CA
|
USA TODAY Sports Media Group:
www.bigleadsports.com; www.kffl.com; www.thehuddle.com (subscription); www.hoopsworld.com; hoopshype.com; mmajunkie.com; bnqt.com; www.baseballhq.com (subscription); www.quickish.com; www.venturethere.com; www.schedulestar.com; www.usatodayhss.com; ftw.usatoday.com; q.usatoday.com
Headquarters:
Los Angeles
Advertising offices:
Los Angeles, CA; McLean, VA; New York, NY
|
USA TODAY Travel Media Group
Headquarters:
McLean, VA
Advertising offices:
McLean, VA
|
USA WEEKEND:
www.usaweekend.com
Headquarters and editorial offices:
McLean, VA
Advertising offices: Chicago, IL; Los Angeles, CA; New York, NY; San Francisco, CA |
Reviewed.com:
www.reviewed.com
Headquarters: Cambridge, MA |
G/O Digital:
BLiNQ Media:
www.blinqmedia.com
; Deal Chicken:
www.dealchicken.com
; Clipper Digital:
www.clippermagazine.com; www.DoubleTakeOffers.com
; G/O Digital:
www.godigitalmarketing.com
; Mobestream Media (Key Ring):
www.keyringapp.com
Headquarters:
Chicago, IL
Sales offices: Atlanta, GA; Chicago, IL; Dallas, TX; McLean, VA; New York, NY; Phoenix, AZ |
BLiNQ Media:
www.blinqmedia.com; bam.blinqmedia.com
Headquarters:
New York, NY
Advertising offices:
Atlanta, GA; Chicago, IL; New York, NY
|
Mobestream Media:
www.keyringapp.com
Headquarters:
Dallas, TX
|
Clipper Magazine:
www.clippermagazine.com; DoubleTakeOffers.com
Headquarters:
Mountville, PA
|
Gannett Healthcare Group:
www.GannettHG.com; www.GannettEducation.com; www.ContinuingEducation.com; www.Nurse.com; www.TodayinPT.com; www.PearlsReview.com
Headquarters:
Hoffman Estates, IL
Regional offices: Dallas, TX; San Jose, CA Publications: Nurse.com, Today in PT, Today in OT |
Gannett Government Media Corp.
Headquarters: Springfield, VA Publications: Army Times: www.armytimes.com , Navy Times: www.navytimes.com , Marine Corps Times: www.marinecorpstimes.com , Air Force Times: www.airforcetimes.com , Federal Times: www.federaltimes.com , Defense News: www.defensenews.com , C4ISR & Networks: www.c4isrnet.com , Military Times EDGE: www.militarytimesedge.com |
Gannett Media Technologies International:
www.gmti.com
Headquarters: Norfolk, VA Regional offices: Cincinnati, OH; Phoenix, AZ |
Non-daily publications:
Weekly, semi-weekly, monthly or bimonthly publications in Alabama, Arizona, Arkansas, California, Colorado, Delaware, Florida, Guam, Indiana, Iowa, Kentucky, Louisiana, Maryland, Michigan, Minnesota, Mississippi, Missouri, Montana, Nevada, New Jersey, New York, North Carolina, Ohio, Oregon, South Carolina, South Dakota, Tennessee, Utah, Vermont, Virginia, Wisconsin
|
Gannett Publishing Services:
www.gannettpublishingservices.com
Headquarters:
McLean, VA
Sales office: Atlanta, GA |
Gannett Satellite Information Network:
McLean, VA
|
GANNETT ON THE NET:
News and information about Gannett is available on its web site, www.gannett.com. In addition to news and other information about Gannett, the company provides access through this site to its annual report on Form 10-K, its quarterly reports on Form 10-Q, its current reports on Form 8-K and all amendments to those reports as soon as reasonably practicable after the company files or furnishes them electronically to the Securities and Exchange Commission (SEC). Certifications by Gannett’s Chief Executive Officer and Chief Financial Officer are included as exhibits to the company’s SEC reports (including to this Form 10-K).
Gannett also provides access on this web site to its Principles of Corporate Governance, the charters of its Audit, Transformation, Executive Compensation and Nominating and Public Responsibility Committees and other important governance documents and policies, including its Ethics and Inside Trading Policies. Copies of all of these corporate governance documents are available to any shareholder upon written request made to the company’s Secretary at the headquarters address. In addition, the company will disclose on this web site changes to, or waivers of, its corporate Ethics Policy.
|
|
Year
|
Quarter
|
Low
|
|
High
|
|
Year
|
Quarter
|
Low
|
|
High
|
||||||||
2009
|
First
|
$
|
1.95
|
|
|
$
|
9.30
|
|
|
2012
|
First
|
$
|
13.36
|
|
|
$
|
15.61
|
|
|
Second
|
$
|
2.20
|
|
|
$
|
5.48
|
|
|
|
Second
|
$
|
12.33
|
|
|
$
|
15.74
|
|
|
Third
|
$
|
3.18
|
|
|
$
|
10.14
|
|
|
|
Third
|
$
|
13.20
|
|
|
$
|
18.75
|
|
|
Fourth
|
$
|
9.76
|
|
|
$
|
15.63
|
|
|
|
Fourth
|
$
|
16.63
|
|
|
$
|
18.97
|
|
2010
|
First
|
$
|
13.53
|
|
|
$
|
17.25
|
|
|
2013
|
First
|
$
|
18.01
|
|
|
$
|
22.07
|
|
|
Second
|
$
|
13.73
|
|
|
$
|
18.67
|
|
|
|
Second
|
$
|
19.85
|
|
|
$
|
26.60
|
|
|
Third
|
$
|
11.98
|
|
|
$
|
15.11
|
|
|
|
Third
|
$
|
24.06
|
|
|
$
|
26.67
|
|
|
Fourth
|
$
|
11.76
|
|
|
$
|
15.78
|
|
|
|
Fourth
|
$
|
24.39
|
|
|
$
|
29.31
|
|
2011
|
First
|
$
|
14.49
|
|
|
$
|
17.19
|
|
|
2014
|
First*
|
$
|
26.36
|
|
|
$
|
30.04
|
|
|
Second
|
$
|
13.30
|
|
|
$
|
15.64
|
|
|
* Through Feb. 18, 2014
|
|
|
|
|||||
|
Third
|
$
|
8.55
|
|
|
$
|
14.60
|
|
|
|
|
|
|
|
||||
|
Fourth
|
$
|
9.16
|
|
|
$
|
13.57
|
|
|
|
|
|
|
|
Period
|
(a) Total Number of Shares Purchased
|
|
(b) Average Price Paid per Share
|
|
(c) Total Number of Shares Purchased as Part of Publicly Announced Program
|
|
(d) Approximate Dollar Value of Shares that May Yet Be Repurchased Under the Program
|
||||||
9/30/13 – 11/3/13
|
398,000
|
|
|
$
|
26.42
|
|
|
398,000
|
|
|
$
|
252,084,536
|
|
11/4/13 – 12/1/13
|
945,000
|
|
|
$
|
26.81
|
|
|
945,000
|
|
|
$
|
226,751,369
|
|
12/2/13 – 12/29/13
|
75,000
|
|
|
$
|
26.73
|
|
|
75,000
|
|
|
$
|
224,746,379
|
|
Total 4th Quarter 2013
|
1,418,000
|
|
|
$
|
26.69
|
|
|
1,418,000
|
|
|
$
|
224,746,379
|
|
|
2008
|
2009
|
2010
|
2011
|
2012
|
2013
|
||||||||||||
Gannett Co., Inc.
|
$
|
100
|
|
$
|
192.25
|
|
$
|
197.57
|
|
$
|
178.54
|
|
$
|
252.50
|
|
$
|
427.96
|
|
S&P 500 Index
|
$
|
100
|
|
$
|
126.46
|
|
$
|
145.51
|
|
$
|
148.59
|
|
$
|
172.37
|
|
$
|
228.19
|
|
Peer Group
|
$
|
100
|
|
$
|
151.79
|
|
$
|
164.25
|
|
$
|
175.07
|
|
$
|
239.98
|
|
$
|
347.83
|
|
Publishing operating results, in millions of dollars
|
|||||||||||
|
2013
|
Change
|
2012
(a)
|
Change
|
2011
(a)
|
||||||
Revenues
|
$
|
3,578
|
|
(4%)
|
$
|
3,728
|
|
(3%)
|
$
|
3,831
|
|
Expenses
|
3,264
|
|
(3%)
|
3,360
|
|
—%
|
3,354
|
|
|||
Operating income
|
$
|
314
|
|
(15%)
|
$
|
369
|
|
(23%)
|
$
|
478
|
|
(a) Numbers do not sum due to rounding.
|
•
|
Lower operating results in the U.S. and U.K. as ad revenue categories were affected by the impact of the soft economy on advertising demand, partially offset by an increase in circulation revenue at the company’s U.S. Community Publishing and U.K. operations;
|
•
|
Strategic initiative spending in 2013 of $36 million;
|
•
|
Special charges for facility consolidation and asset impairments as well as workforce restructuring totaled $89 million in 2013 and $74 million in 2012;
|
•
|
Significant increase in digital revenue;
|
•
|
Negative impact of the extra week in 2012; and
|
•
|
A decrease in newsprint expense.
|
•
|
Lower operating results at most U.S. and U.K. properties as ad revenue categories were affected by the impact of the soft economy on advertising demand;
|
•
|
A decrease in newsprint expense due to a decline in usage;
|
•
|
Higher charges in 2012 from workforce restructuring efforts and consolidations;
|
•
|
Positive impact of a significant increase in digital revenue; and
|
•
|
Positive impact of the extra week in 2012.
|
In millions of dollars
|
|||||||||||
|
2013
|
Change
|
2012
|
Change
|
2011
|
||||||
Revenues
|
$
|
748
|
|
4%
|
$
|
719
|
|
5%
|
$
|
686
|
|
Expenses
|
620
|
|
(8%)
|
677
|
|
21%
|
561
|
|
|||
Operating income
|
$
|
128
|
|
***
|
$
|
42
|
|
(67%)
|
$
|
125
|
|
|
2013
|
2012
|
2011
|
Payroll and employee benefits
|
47.6%
|
45.9%
|
46.8%
|
Newsprint and other production material
|
10.1%
|
11.2%
|
12.1%
|
•
|
Workforce restructuring charges;
|
•
|
Transformation costs;
|
•
|
Non-cash asset impairment charges;
|
•
|
A non-cash charge related to a change in control and sale of interests in a business;
|
•
|
Non-cash charges related to certain investments accounted for under the equity method;
|
•
|
A currency-related loss recognized in other non-operating items; and
|
•
|
Certain credits to its income tax provision.
|
In millions of dollars
|
|||||||||||
|
2013
(a)
|
|
Change
|
2012
|
|
Change
|
2011
|
|
|||
Total non-operating (expense) income
(GAAP basis)
|
$
|
(180
|
)
|
51%
|
$
|
(119
|
)
|
(33%)
|
$
|
(178
|
)
|
Remove special items:
|
|
|
|
|
|
||||||
Transformation costs
|
36
|
|
***
|
—
|
|
***
|
—
|
|
|||
Asset impairment and investment charges
|
1
|
|
(90%)
|
7
|
|
(77%)
|
30
|
|
|||
Other non-operating items
|
19
|
|
***
|
—
|
|
***
|
—
|
|
|||
As adjusted
(non-GAAP basis)
|
$
|
(125
|
)
|
11%
|
$
|
(112
|
)
|
(24%)
|
$
|
(148
|
)
|
(a) Numbers do not sum due to rounding.
|
In millions of dollars
|
|||||||||
|
2013
|
2012
|
2011
|
||||||
Provision for income taxes as reported (GAAP basis)
|
$
|
113
|
|
$
|
195
|
|
$
|
153
|
|
Remove special items:
|
|
|
|
||||||
Workforce restructuring
|
21
|
|
19
|
|
28
|
|
|||
Transformation costs
|
16
|
|
13
|
|
10
|
|
|||
Asset impairment and investment charges
|
14
|
|
6
|
|
12
|
|
|||
Former Chairman and CEO incremental retirement charges
|
—
|
|
—
|
|
6
|
|
|||
Other non-operating items
|
8
|
|
—
|
|
—
|
|
|||
Special tax benefits
|
28
|
|
13
|
|
31
|
|
|||
As adjusted (non-GAAP basis)
|
$
|
200
|
|
$
|
246
|
|
$
|
240
|
|
As adjusted effective tax rate
(non-GAAP basis)
|
29.7
|
%
|
30.9
|
%
|
31.6
|
%
|
In millions of dollars
|
|||||||||||
|
2013
|
|
Change
|
2012
|
|
Change
|
2011
(a)
|
|
|||
Broadcasting Segment operating expenses
(GAAP basis)
|
$
|
473
|
|
2%
|
$
|
462
|
|
10%
|
$
|
420
|
|
Remove special items:
|
|
|
|
|
|
||||||
Workforce restructuring
|
(14
|
)
|
***
|
—
|
|
***
|
(1
|
)
|
|||
Transformation costs
|
(1
|
)
|
***
|
—
|
|
***
|
—
|
|
|||
As adjusted
(non-GAAP basis)
|
$
|
458
|
|
(1%)
|
$
|
462
|
|
10%
|
$
|
420
|
|
Broadcasting Segment operating income
(GAAP basis)
|
$
|
362
|
|
(18%)
|
$
|
444
|
|
47%
|
$
|
302
|
|
Remove special items:
|
|
|
|
|
|
||||||
Workforce restructuring
|
14
|
|
***
|
—
|
|
***
|
1
|
|
|||
Transformation costs
|
1
|
|
—
|
—
|
|
***
|
—
|
|
|||
As adjusted
(non-GAAP basis)
|
$
|
377
|
|
(15%)
|
$
|
444
|
|
47%
|
$
|
303
|
|
(a) Numbers do not sum due to rounding.
|
In millions of dollars
|
|||||||||||
|
2013
(a)
|
|
Change
|
2012
(a)
|
|
Change
|
2011
(a)
|
|
|||
Publishing Segment operating expenses
(GAAP basis)
|
$
|
3,264
|
|
(3%)
|
$
|
3,360
|
|
—
|
$
|
3,354
|
|
Remove special items:
|
|
|
|
|
|
||||||
Workforce restructuring
|
(43
|
)
|
2%
|
(42
|
)
|
(42)%
|
(73
|
)
|
|||
Transformation costs
|
(24
|
)
|
(25%)
|
(32
|
)
|
18%
|
(27
|
)
|
|||
Asset impairment charges
|
(21
|
)
|
***
|
—
|
|
***
|
—
|
|
|||
As adjusted (non-GAAP basis)
|
$
|
3,175
|
|
(3%)
|
$
|
3,285
|
|
1%
|
$
|
3,253
|
|
Publishing Segment operating income
(GAAP basis)
|
$
|
314
|
|
(15%)
|
$
|
369
|
|
(23%)
|
$
|
478
|
|
Remove special items:
|
|
|
|
|
|
||||||
Workforce restructuring
|
43
|
|
2%
|
42
|
|
(42)%
|
73
|
|
|||
Transformation costs
|
24
|
|
(25%)
|
32
|
|
18%
|
27
|
|
|||
Asset impairment charges
|
21
|
|
***
|
—
|
|
***
|
—
|
|
|||
As adjusted
(non-GAAP basis)
|
$
|
402
|
|
(9%)
|
$
|
443
|
|
(23%)
|
$
|
578
|
|
(a) Numbers do not sum due to rounding.
|
In millions of dollars
|
|||||||||||
|
2013
(a)
|
|
Change
|
2012
|
|
Change
|
2011
|
|
|||
Digital Segment operating expenses (GAAP basis)
|
$
|
620
|
|
(8%)
|
$
|
677
|
|
21%
|
$
|
561
|
|
Remove special items:
|
|
|
|
|
|
||||||
Workforce restructuring
|
—
|
|
***
|
—
|
|
***
|
—
|
|
|||
Asset impairment charges
|
(12
|
)
|
(87%)
|
(90
|
)
|
***
|
—
|
|
|||
As adjusted (non-GAAP basis)
|
$
|
609
|
|
4%
|
$
|
587
|
|
5%
|
$
|
561
|
|
Digital Segment operating income (GAAP basis)
|
$
|
128
|
|
***
|
$
|
42
|
|
(67%)
|
$
|
125
|
|
Remove special items:
|
|
|
|
|
|
||||||
Workforce restructuring
|
—
|
|
***
|
—
|
|
***
|
—
|
|
|||
Asset impairment charges
|
12
|
|
(87%)
|
90
|
|
***
|
—
|
|
|||
As adjusted
(non-GAAP basis)
|
$
|
140
|
|
6%
|
$
|
132
|
|
5%
|
$
|
125
|
|
(a) Numbers do not sum due to rounding.
|
Working capital measurements
|
|||
|
2013
|
2012
|
2011
|
Current ratio
|
1.9-to-1
|
1.1-to-1
|
1.2-to-1
|
Accounts receivable turnover
|
6.8
|
7.8
|
7.4
|
Newsprint inventory turnover
|
5.5
|
6.1
|
5.7
|
Contractual obligations
|
Payments due by period
|
||||||||||||||
In millions of dollars
|
Total
|
2014
|
2015-16
|
2017-18
|
Thereafter
|
||||||||||
Long-term debt (1)
|
$
|
5,266
|
|
$
|
227
|
|
$
|
989
|
|
$
|
1,208
|
|
$
|
2,842
|
|
Operating leases (2)
|
281
|
|
53
|
|
85
|
|
59
|
|
84
|
|
|||||
Purchase obligations (3)
|
193
|
|
115
|
|
66
|
|
10
|
|
2
|
|
|||||
Programming
contracts (4)
|
229
|
|
79
|
|
128
|
|
21
|
|
1
|
|
|||||
Other noncurrent
liabilities (5)
|
399
|
|
135
|
|
64
|
|
61
|
|
139
|
|
|||||
Total
|
$
|
6,368
|
|
$
|
609
|
|
$
|
1,332
|
|
$
|
1,359
|
|
$
|
3,068
|
|
(1)
|
See Note 7 to the Consolidated Financial Statements. The amounts included above include periodic interest payments. Interest payments are based on interest rates in effect at year-end.
|
(2)
|
See Note 12 to the Consolidated Financial Statements.
|
(3)
|
Includes purchase obligations related to printing contracts, capital projects, interactive marketing agreements, wire services and other legally binding commitments. Amounts which the company is liable for under purchase orders outstanding at Dec. 29, 2013, are reflected in the consolidated balance sheets as accounts payable and accrued liabilities and are excluded from the table above.
|
(4)
|
Programming contracts include television station commitments to purchase programming to be produced in future years. In addition, this also includes amounts fixed or currently accrued under network affiliation agreements.
|
(5)
|
Other long-term liabilities consist of both unfunded and under-funded postretirement benefit plans. Unfunded plans include the Gannett Supplemental Executive Retirement Plan and the Gannett Retiree Welfare Plan. Employer contributions, which equal the expected benefit payments, are reflected in the table above over the next ten year period. The company’s under-funded plans include the Gannett Retirement Plan, the G.B. Dealey Retirement Plan and the Newsquest Pension Scheme. Expected employer contributions for these plans are included for the following fiscal year. Contributions beyond the next fiscal year are not included due to uncertainties regarding significant assumptions involved in estimating these contributions, such as interest rate levels as well as the amount and timing of invested asset returns.
|
Stock repurchases
|
Repurchases made in fiscal year
|
||||||||
In millions
|
2013
|
2012
|
2011
|
||||||
Number of shares purchased
|
4.9
|
|
10.3
|
|
4.9
|
|
|||
Dollar amount purchased
|
$
|
117
|
|
$
|
154
|
|
$
|
53
|
|
Cash dividends
|
Payment date
|
Per share
|
|||
2013
|
4th Quarter
|
Jan. 2, 2014
|
$
|
0.20
|
|
|
3rd Quarter
|
Oct. 1, 2013
|
$
|
0.20
|
|
|
2nd Quarter
|
Jul. 1, 2013
|
$
|
0.20
|
|
|
1st Quarter
|
Apr. 1, 2013
|
$
|
0.20
|
|
2012
|
4th Quarter
|
Jan. 2, 2013
|
$
|
0.20
|
|
|
3rd Quarter
|
Oct. 1, 2012
|
$
|
0.20
|
|
|
2nd Quarter
|
Jul. 2, 2012
|
$
|
0.20
|
|
|
1st Quarter
|
Apr. 2, 2012
|
$
|
0.20
|
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
|
Page
|
|
|
FINANCIAL STATEMENTS
|
|
|
|
OTHER INFORMATION
|
|
|
|
SUPPLEMENTARY DATA
|
|
|
|
FINANCIAL STATEMENT SCHEDULE
|
|
|
|
*
|
All other schedules prescribed under Regulation S-X are omitted because they are not applicable or not required.
|
GANNETT CO., INC.
CONSOLIDATED BALANCE SHEETS
|
||||||
In thousands of dollars
|
||||||
Assets
|
Dec. 29, 2013
|
Dec. 30, 2012
|
||||
Current assets
|
|
|
||||
Cash and cash equivalents
|
$
|
469,203
|
|
$
|
175,030
|
|
Trade receivables, less allowance for doubtful receivables of $15,275 and $22,006, respectively
|
834,052
|
|
678,845
|
|
||
Other receivables
|
28,592
|
|
20,162
|
|
||
Inventories
|
49,950
|
|
56,389
|
|
||
Deferred income taxes
|
21,245
|
|
15,840
|
|
||
Assets held for sale
|
395,851
|
|
17,508
|
|
||
Prepaid expenses and other current assets
|
124,592
|
|
108,946
|
|
||
Total current assets
|
1,923,485
|
|
1,072,720
|
|
||
Property, plant and equipment
|
|
|
||||
Land
|
237,554
|
|
148,518
|
|
||
Buildings and improvements
|
1,239,719
|
|
1,265,290
|
|
||
Machinery, equipment and fixtures
|
2,506,121
|
|
2,548,957
|
|
||
Construction in progress
|
24,485
|
|
10,184
|
|
||
Total
|
4,007,879
|
|
3,972,949
|
|
||
Less accumulated depreciation
|
(2,338,247
|
)
|
(2,454,271
|
)
|
||
Net property, plant and equipment
|
1,669,632
|
|
1,518,678
|
|
||
Intangible and other assets
|
|
|
||||
Goodwill
|
3,790,472
|
|
2,846,869
|
|
||
Indefinite-lived and amortizable intangible assets, less accumulated amortization of $201,178 and $221,231, respectively
|
1,477,231
|
|
499,913
|
|
||
Deferred income taxes
|
—
|
|
158,275
|
|
||
Investments and other assets
|
379,886
|
|
283,431
|
|
||
Total intangible and other assets
|
5,647,589
|
|
3,788,488
|
|
||
Total assets
(a)
|
$
|
9,240,706
|
|
$
|
6,379,886
|
|
|
|
|
GANNETT CO., INC.
CONSOLIDATED BALANCE SHEETS
|
||||||
In thousands of dollars
|
||||||
Liabilities and equity
|
Dec. 29, 2013
|
Dec. 30, 2012
|
||||
Current liabilities
|
|
|
||||
Accounts payable
|
|
|
||||
Trade
|
$
|
176,055
|
|
$
|
187,705
|
|
Other
|
39,245
|
|
24,128
|
|
||
Accrued liabilities
|
|
|
||||
Compensation
|
214,434
|
|
171,319
|
|
||
Interest
|
58,575
|
|
22,210
|
|
||
Other
|
226,153
|
|
208,811
|
|
||
Dividends payable
|
45,645
|
|
45,963
|
|
||
Income taxes
|
17,791
|
|
44,985
|
|
||
Deferred income
|
223,404
|
|
229,395
|
|
||
Current portion of long-term debt
|
5,890
|
|
—
|
|
||
Total current liabilities
|
1,007,192
|
|
934,516
|
|
||
Income taxes
|
49,748
|
|
83,260
|
|
||
Deferred income taxes
|
587,904
|
|
—
|
|
||
Long-term debt
|
3,707,010
|
|
1,432,100
|
|
||
Postretirement medical and life insurance liabilities
|
129,078
|
|
149,937
|
|
||
Pension liabilities
|
632,195
|
|
1,007,325
|
|
||
Other noncurrent liabilities
|
218,168
|
|
222,182
|
|
||
Total noncurrent liabilities
|
5,324,103
|
|
2,894,804
|
|
||
Total liabilities
(a)
|
6,331,295
|
|
3,829,320
|
|
||
Redeemable noncontrolling interest
|
14,618
|
|
10,654
|
|
||
Commitments and contingent liabilities (see Note 12)
|
|
|
||||
|
|
|
||||
Equity
|
|
|
||||
Gannett Co., Inc. shareholders’ equity
|
|
|
||||
Preferred stock, par value $1: Authorized, 2,000,000 shares: Issued, none
|
—
|
|
—
|
|
||
Common stock, par value $1: Authorized, 800,000,000 shares: Issued, 324,418,632 shares
|
324,419
|
|
324,419
|
|
||
Additional paid-in capital
|
552,368
|
|
567,515
|
|
||
Retained earnings
|
7,720,903
|
|
7,514,858
|
|
||
Accumulated other comprehensive loss
|
(494,055
|
)
|
(701,141
|
)
|
||
|
8,103,635
|
|
7,705,651
|
|
||
Less Treasury stock, 96,849,744 shares and 94,376,534 shares, respectively, at cost
|
(5,410,537
|
)
|
(5,355,037
|
)
|
||
Total Gannett Co., Inc. shareholders’ equity
|
2,693,098
|
|
2,350,614
|
|
||
Noncontrolling interests
|
201,695
|
|
189,298
|
|
||
Total equity
|
2,894,793
|
|
2,539,912
|
|
||
Total liabilities, redeemable noncontrolling interest and equity
|
$
|
9,240,706
|
|
$
|
6,379,886
|
|
GANNETT CO., INC.
CONSOLIDATED STATEMENTS OF INCOME
|
||||||||||
In thousands of dollars, except per share amounts
|
||||||||||
Fiscal year ended
|
Dec. 29, 2013
|
Dec. 30, 2012
|
Dec. 25, 2011
|
|||||||
Net operating revenues
|
|
|
|
|||||||
Broadcasting
|
$
|
835,113
|
|
$
|
906,104
|
|
$
|
722,410
|
|
|
Publishing advertising
|
2,198,719
|
|
2,355,922
|
|
2,511,025
|
|
||||
Publishing circulation
|
1,129,060
|
|
1,117,042
|
|
1,063,890
|
|
||||
All other Publishing
|
250,025
|
|
255,180
|
|
256,193
|
|
||||
Digital
|
748,445
|
|
718,949
|
|
686,471
|
|
||||
Total
|
5,161,362
|
|
5,353,197
|
|
5,239,989
|
|
||||
Operating expenses
|
|
|
|
|||||||
Cost of sales and operating expenses, exclusive of depreciation
|
2,882,449
|
|
2,943,847
|
|
2,961,097
|
|
||||
Selling, general and administrative expenses, exclusive of depreciation
|
1,291,858
|
|
1,303,427
|
|
1,223,485
|
|
||||
Depreciation
|
153,203
|
|
160,746
|
|
165,739
|
|
||||
Amortization of intangible assets
|
36,369
|
|
33,293
|
|
31,634
|
|
||||
Facility consolidation and asset impairment charges (see Notes 3 and 4)
|
58,240
|
|
122,129
|
|
27,243
|
|
||||
Total
|
4,422,119
|
|
4,563,442
|
|
4,409,198
|
|
||||
Operating income
|
739,243
|
|
789,755
|
|
830,791
|
|
||||
Non-operating (expense) income
|
|
|
|
|||||||
Equity income in unconsolidated investees, net (see Notes 3 and 6)
|
43,824
|
|
22,387
|
|
8,197
|
|
||||
Interest expense
|
(176,064
|
)
|
(150,469
|
)
|
(173,140
|
)
|
||||
Other non-operating items
|
(47,890
|
)
|
8,734
|
|
(12,921
|
)
|
||||
Total
|
(180,130
|
)
|
(119,348
|
)
|
(177,864
|
)
|
||||
Income before income taxes
|
559,113
|
|
670,407
|
|
652,927
|
|
||||
Provision for income taxes
|
113,200
|
|
195,400
|
|
152,800
|
|
||||
Net income
|
445,913
|
|
475,007
|
|
500,127
|
|
||||
Net income attributable to noncontrolling interests
|
(57,233
|
)
|
(50,727
|
)
|
(41,379
|
)
|
||||
Net income attributable to Gannett Co., Inc.
|
$
|
388,680
|
|
$
|
424,280
|
|
$
|
458,748
|
|
|
Net income per share—basic
|
$
|
1.70
|
|
$
|
1.83
|
|
$
|
1.92
|
|
|
Net income per share—diluted
|
$
|
1.66
|
|
$
|
1.79
|
|
$
|
1.89
|
|
GANNETT CO., INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
|
||||||||||
In thousands of dollars
|
||||||||||
Fiscal year ended
|
Dec. 29, 2013
|
|
Dec. 30, 2012
|
|
Dec. 25, 2011
|
|
||||
Net income
|
$
|
445,913
|
|
$
|
475,007
|
|
$
|
500,127
|
|
|
Redeemable noncontrolling interest
(income not available to shareholders)
|
(1,997
|
)
|
(254
|
)
|
(973
|
)
|
||||
Other comprehensive income (loss), before tax:
|
|
|
|
|||||||
Foreign currency translation adjustments
|
9,055
|
|
18,107
|
|
5,342
|
|
||||
Pension and other postretirement benefit items:
|
|
|
|
|||||||
Actuarial gain (loss):
|
|
|
|
|||||||
Actuarial gain (loss) arising during the period
|
286,778
|
|
(230,799
|
)
|
(403,495
|
)
|
||||
Amortization of actuarial loss
|
64,381
|
|
55,372
|
|
43,345
|
|
||||
Prior service cost:
|
|
|
|
|||||||
Change in prior service (costs) credit
|
319
|
|
—
|
|
(1,297
|
)
|
||||
Amortization of prior service credit
|
(1,599
|
)
|
(11,501
|
)
|
(11,930
|
)
|
||||
Settlement charge
|
3,077
|
|
7,946
|
|
—
|
|
||||
Other
|
(10,158
|
)
|
(11,375
|
)
|
(295
|
)
|
||||
Pension and other postretirement benefit items
|
342,798
|
|
(190,357
|
)
|
(373,672
|
)
|
||||
Other
|
2,363
|
|
1,791
|
|
(5,469
|
)
|
||||
Other comprehensive income (loss) before tax
|
354,216
|
|
(170,459
|
)
|
(373,799
|
)
|
||||
Income tax effect related to components of other comprehensive income (loss)
|
(145,478
|
)
|
66,948
|
|
140,182
|
|
||||
Other comprehensive income (loss), net of tax
|
208,738
|
|
(103,511
|
)
|
(233,617
|
)
|
||||
Comprehensive income
|
652,654
|
|
371,242
|
|
265,537
|
|
||||
Comprehensive income attributable to noncontrolling interests, net of tax
|
56,888
|
|
52,264
|
|
37,294
|
|
||||
Comprehensive income attributable to Gannett Co., Inc.
|
$
|
595,766
|
|
$
|
318,978
|
|
$
|
228,243
|
|
GANNETT CO., INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
||||||||||
In thousands of dollars
|
|
|
|
|||||||
Fiscal year ended
|
Dec. 29, 2013
|
Dec. 30, 2012
|
Dec. 25, 2011
|
|||||||
Cash flows from operating activities
|
|
|
|
|||||||
Net income
|
$
|
445,913
|
|
$
|
475,007
|
|
$
|
500,127
|
|
|
Adjustments to reconcile net income to operating cash flows:
|
|
|
|
|||||||
Depreciation
|
153,203
|
|
160,746
|
|
165,739
|
|
||||
Amortization of intangible assets
|
36,369
|
|
33,293
|
|
31,634
|
|
||||
Facility consolidation and asset impairment charges (see Notes 3 and 4)
|
61,014
|
|
122,129
|
|
41,772
|
|
||||
Stock-based compensation — equity awards
|
33,437
|
|
26,608
|
|
28,003
|
|
||||
Provision for deferred income taxes
|
53,900
|
|
122,700
|
|
97,500
|
|
||||
Pension expense, net of pension contributions
|
(82,878
|
)
|
(95,377
|
)
|
(42,330
|
)
|
||||
Equity income in unconsolidated investees, net (see Notes 3 and 6)
|
(43,824
|
)
|
(22,387
|
)
|
(8,197
|
)
|
||||
Other, net, including gains on asset sales
|
(4,673
|
)
|
(36,056
|
)
|
(1,639
|
)
|
||||
Decrease (increase) in trade receivables
|
(17,884
|
)
|
35,799
|
|
33,464
|
|
||||
Decrease in other receivables
|
9,329
|
|
6,200
|
|
12,273
|
|
||||
Decrease (increase) in inventories
|
4,489
|
|
(7,167
|
)
|
22,932
|
|
||||
Decrease in accounts payable
|
(29,310
|
)
|
(3,284
|
)
|
(12,614
|
)
|
||||
Increase (decrease) in interest and taxes payable
|
(53,101
|
)
|
853
|
|
(57,173
|
)
|
||||
Increase (decrease) in deferred income
|
(12,233
|
)
|
(5,294
|
)
|
4,595
|
|
||||
Change in other assets and liabilities, net
|
(42,263
|
)
|
(57,030
|
)
|
(1,950
|
)
|
||||
Net cash flow from operating activities
|
511,488
|
|
756,740
|
|
814,136
|
|
||||
Cash flows from investing activities
|
|
|
|
|||||||
Purchase of property, plant and equipment
|
(110,407
|
)
|
(91,874
|
)
|
(72,451
|
)
|
||||
Payments for acquisitions, net of cash acquired
|
(1,451,006
|
)
|
(67,244
|
)
|
(23,020
|
)
|
||||
Payments for investments
|
(3,380
|
)
|
(2,501
|
)
|
(19,406
|
)
|
||||
Proceeds from investments
|
63,408
|
|
35,629
|
|
52,982
|
|
||||
Proceeds from sale of certain assets
|
113,895
|
|
39,009
|
|
36,976
|
|
||||
Net cash used for investing activities
|
(1,387,490
|
)
|
(86,981
|
)
|
(24,919
|
)
|
||||
Cash flows from financing activities
|
|
|
|
|||||||
Proceeds from (payments of) borrowings under revolving credit facilities
|
(205,000
|
)
|
(30,000
|
)
|
14,000
|
|
||||
Proceeds from issuance of long-term debt
|
1,827,799
|
|
—
|
|
—
|
|
||||
Proceeds from (payments of) unsecured floating rate term loans
|
194,070
|
|
—
|
|
(180,000
|
)
|
||||
Payments of unsecured fixed rate notes
|
(287,719
|
)
|
(306,571
|
)
|
(433,432
|
)
|
||||
Payments of debt issuance and financing costs
|
(41,960
|
)
|
—
|
|
—
|
|
||||
Dividends paid
|
(183,233
|
)
|
(158,822
|
)
|
(47,946
|
)
|
||||
Cost of common shares repurchased
|
(116,639
|
)
|
(153,948
|
)
|
(53,037
|
)
|
||||
Proceeds from issuance of common stock upon exercise of stock options
|
31,435
|
|
33,748
|
|
3,609
|
|
||||
Repurchase of and distributions to noncontrolling membership interests
|
(42,608
|
)
|
(47,100
|
)
|
(108,691
|
)
|
||||
Deferred payments for acquisitions
|
(6,132
|
)
|
(1,027
|
)
|
—
|
|
||||
Net cash provided by (used for) financing activities
|
1,170,013
|
|
(663,720
|
)
|
(805,497
|
)
|
||||
Effect of currency exchange rate change
|
162
|
|
2,065
|
|
192
|
|
||||
Increase (decrease) in cash and cash equivalents
|
294,173
|
|
8,104
|
|
(16,088
|
)
|
||||
Balance of cash and cash equivalents at beginning of year
|
175,030
|
|
166,926
|
|
183,014
|
|
||||
Balance of cash and cash equivalents at end of year
|
$
|
469,203
|
|
$
|
175,030
|
|
$
|
166,926
|
|
GANNETT CO., INC.
CONSOLIDATED STATEMENTS OF EQUITY
|
||||||||||||||||||||||
In thousands of dollars
|
Gannett Co., Inc. Shareholders’ Equity
|
|
|
|||||||||||||||||||
Fiscal years ended Dec. 25, 2011, Dec. 30, 2012, and Dec. 29, 2013
|
Common
stock
$1 par
value
|
Additional
paid-in
capital
|
Retained
earnings
|
Accumulated
other
comprehensive
income (loss)
|
Treasury
stock
|
Noncontrolling
Interests
|
Total
|
|||||||||||||||
Balance: Dec. 26, 2010
|
$
|
324,419
|
|
$
|
630,316
|
|
$
|
6,874,641
|
|
$
|
(365,334
|
)
|
$
|
(5,300,288
|
)
|
$
|
170,319
|
|
$
|
2,334,073
|
|
|
Net income, 2011
|
|
|
458,748
|
|
|
|
41,379
|
|
500,127
|
|
||||||||||||
Redeemable noncontrolling interest
|
|
|
|
|
|
(973
|
)
|
(973
|
)
|
|||||||||||||
Other comprehensive loss, net of tax
|
|
|
|
(230,505
|
)
|
|
(3,112
|
)
|
(233,617
|
)
|
||||||||||||
Balance: Total comprehensive income
|
|
|
|
|
|
|
265,537
|
|
||||||||||||||
Dividends declared, 2011: $0.24 per share
|
|
|
(57,189
|
)
|
|
|
|
(57,189
|
)
|
|||||||||||||
Distributions to noncontrolling membership shareholders
|
|
|
|
|
|
(23,542
|
)
|
(23,542
|
)
|
|||||||||||||
Treasury stock acquired
|
|
|
|
|
(53,037
|
)
|
|
(53,037
|
)
|
|||||||||||||
Stock options exercised
|
|
(7,294
|
)
|
|
|
9,646
|
|
|
2,352
|
|
||||||||||||
Stock-based compensation
|
|
28,003
|
|
|
|
|
|
28,003
|
|
|||||||||||||
401(k) match
|
|
(24,714
|
)
|
|
|
41,341
|
|
|
16,627
|
|
||||||||||||
Tax benefit derived from stock awards settled
|
|
1,257
|
|
|
|
|
|
1,257
|
|
|||||||||||||
Other activity
|
|
(9,841
|
)
|
|
|
7,722
|
|
63
|
|
(2,056
|
)
|
|||||||||||
Balance: Dec. 25, 2011
|
$
|
324,419
|
|
$
|
617,727
|
|
$
|
7,276,200
|
|
$
|
(595,839
|
)
|
$
|
(5,294,616
|
)
|
$
|
184,134
|
|
$
|
2,512,025
|
|
|
Net income, 2012
|
|
|
424,280
|
|
|
|
50,727
|
|
475,007
|
|
||||||||||||
Redeemable noncontrolling interest
|
|
|
|
|
|
(254
|
)
|
(254
|
)
|
|||||||||||||
Other comprehensive income (loss), net of tax
|
|
|
|
(105,302
|
)
|
|
1,791
|
|
(103,511
|
)
|
||||||||||||
Total comprehensive income
|
|
|
|
|
|
|
371,242
|
|
||||||||||||||
Dividends declared, 2012: $0.80 per share
|
|
|
(185,622
|
)
|
|
|
|
(185,622
|
)
|
|||||||||||||
Distributions to noncontrolling membership shareholders
|
|
|
|
|
|
(47,100
|
)
|
(47,100
|
)
|
|||||||||||||
Treasury stock acquired
|
|
|
|
|
(153,948
|
)
|
|
(153,948
|
)
|
|||||||||||||
Stock options exercised
|
|
(42,282
|
)
|
|
|
66,787
|
|
|
24,505
|
|
||||||||||||
Restricted stock awards settled
|
|
(32,860
|
)
|
|
|
25,890
|
|
|
(6,970
|
)
|
||||||||||||
Stock-based compensation
|
|
26,608
|
|
|
|
|
|
26,608
|
|
|||||||||||||
Tax benefit derived from stock awards settled
|
|
9,243
|
|
|
|
|
|
9,243
|
|
|||||||||||||
Other activity
|
|
(10,921
|
)
|
|
|
850
|
|
|
|
(10,071
|
)
|
|||||||||||
Balance: Dec. 30, 2012
|
$
|
324,419
|
|
$
|
567,515
|
|
$
|
7,514,858
|
|
$
|
(701,141
|
)
|
$
|
(5,355,037
|
)
|
$
|
189,298
|
|
$
|
2,539,912
|
|
|
Net income, 2013
|
|
|
388,680
|
|
|
|
57,233
|
|
445,913
|
|
||||||||||||
Redeemable noncontrolling interest
|
|
|
|
|
|
(1,997
|
)
|
(1,997
|
)
|
|||||||||||||
Other comprehensive income, net of tax
|
|
|
|
207,086
|
|
|
1,652
|
|
208,738
|
|
||||||||||||
Total comprehensive income
|
|
|
|
|
|
|
652,654
|
|
||||||||||||||
Dividends declared, 2013: $0.80 per share
|
|
|
(182,635
|
)
|
|
|
|
(182,635
|
)
|
|||||||||||||
Distributions to noncontrolling membership shareholders
|
|
|
|
|
|
(42,390
|
)
|
(42,390
|
)
|
|||||||||||||
Treasury stock acquired
|
|
|
|
|
(116,639
|
)
|
|
(116,639
|
)
|
|||||||||||||
Stock options exercised
|
|
(18,518
|
)
|
|
|
40,189
|
|
|
21,671
|
|
||||||||||||
Restricted stock awards settled
|
|
(31,707
|
)
|
|
|
21,227
|
|
|
(10,480
|
)
|
||||||||||||
Stock-based compensation
|
|
33,437
|
|
|
|
|
|
33,437
|
|
|||||||||||||
Tax benefit derived from stock awards settled
|
|
9,764
|
|
|
|
|
|
9,764
|
|
|||||||||||||
Other activity
|
|
(8,123
|
)
|
|
|
(277
|
)
|
(2,101
|
)
|
(10,501
|
)
|
|||||||||||
Balance: Dec. 29, 2013
|
$
|
324,419
|
|
$
|
552,368
|
|
$
|
7,720,903
|
|
$
|
(494,055
|
)
|
$
|
(5,410,537
|
)
|
$
|
201,695
|
|
$
|
2,894,793
|
|
In thousands of dollars
|
|||
|
Dec. 29, 2013
|
||
Current assets
|
$
|
4,677
|
|
Plant, property and equipment, net
|
8,061
|
|
|
Intangible and other assets
|
32,008
|
|
|
Total assets
|
44,746
|
|
|
Current liabilities
|
7,827
|
|
|
Noncurrent liabilities
|
34,173
|
|
|
Total liabilities
|
$
|
42,000
|
|
In thousands of dollars
|
|
||
Cash and cash equivalents
|
$
|
38,107
|
|
Receivables and other current assets
|
161,498
|
|
|
Assets held for sale
|
429,186
|
|
|
Plant, property and equipment, net
|
254,489
|
|
|
Indefinite-lived FCC licenses
|
835,900
|
|
|
Definite-lived intangible assets:
|
|
||
Retransmission agreements
|
99,161
|
|
|
Network affiliation agreements
|
37,030
|
|
|
Other
|
48,782
|
|
|
Investments and other noncurrent assets
|
53,478
|
|
|
Goodwill
|
943,841
|
|
|
Total assets acquired
|
2,901,472
|
|
|
Current liabilities
|
86,128
|
|
|
Deferred income taxes
|
525,550
|
|
|
Other noncurrent liabilities
|
76,500
|
|
|
Long-term debt
|
741,708
|
|
|
Total liabilities assumed
|
1,429,886
|
|
|
Net assets acquired
|
$
|
1,471,586
|
|
|
Unaudited
|
|||||
In thousands of dollars
|
2013
|
2012
|
||||
Total revenues
|
$
|
5,738,051
|
|
$
|
5,948,945
|
|
Net income attributable to Gannett Co., Inc.
|
$
|
415,774
|
|
$
|
427,917
|
|
In thousands of dollars
|
|||||||||
|
Gross
|
Accumulated
Amortization
|
Net
|
||||||
Dec. 29, 2013
|
|
|
|
||||||
Goodwill
|
$
|
3,790,472
|
|
$
|
—
|
|
$
|
3,790,472
|
|
Indefinite-lived intangibles:
|
|
|
|
||||||
Television station FCC licenses
|
1,091,204
|
|
—
|
|
1,091,204
|
|
|||
Mastheads and trade names
|
82,570
|
|
—
|
|
82,570
|
|
|||
Amortizable intangible assets:
|
|
|
|
||||||
Customer relationships
|
290,845
|
|
177,515
|
|
113,330
|
|
|||
Other
|
213,790
|
|
23,663
|
|
190,127
|
|
|||
Total
|
$
|
5,468,881
|
|
$
|
201,178
|
|
$
|
5,267,703
|
|
Dec. 30, 2012
|
|
|
|
||||||
Goodwill
|
$
|
2,846,869
|
|
$
|
—
|
|
$
|
2,846,869
|
|
Indefinite-lived intangibles:
|
|
|
|
||||||
Television station FCC licenses
|
255,304
|
|
—
|
|
255,304
|
|
|||
Mastheads and trade names
|
95,308
|
|
—
|
|
95,308
|
|
|||
Amortizable intangible assets:
|
|
|
|
||||||
Customer relationships
|
313,567
|
|
197,300
|
|
116,267
|
|
|||
Other
|
56,965
|
|
23,931
|
|
33,034
|
|
|||
Total
|
$
|
3,568,013
|
|
$
|
221,231
|
|
$
|
3,346,782
|
|
In thousands of dollars
|
|||||||||
|
2013
|
2012
|
2011
|
||||||
Income taxes, net of refunds
|
$
|
124,378
|
|
$
|
64,838
|
|
$
|
128,874
|
|
Interest
|
$
|
126,180
|
|
$
|
138,906
|
|
$
|
161,960
|
|
|
% Owned
Dec. 29, 2013
|
Wanderful Media, LLC
|
12.73%
|
Ponderay Newsprint Company
|
13.50%
|
Captivate Holdings, LLC
|
18.00%
|
California Newspapers Partnership
|
19.49%
|
4Info
|
24.53%
|
Livestream
|
26.03%
|
Classified Ventures (1)
|
26.90%
|
Pearl, LLC
|
32.10%
|
HotelMe, LLC
|
32.14%
|
Homefinder.com
|
33.33%
|
Topix
|
33.71%
|
Garnet Media
|
34.00%
|
Texas-New Mexico Newspapers Partnership
|
40.64%
|
Tucson Newspaper Partnership
|
50.00%
|
(1)
|
The acquisition of Belo increased the ownership percentage in Classified Ventures from
23.6%
to
26.9%
.
|
In thousands of dollars
|
|
|
||||
|
Dec. 29, 2013
|
Dec. 30, 2012
|
||||
Unsecured floating rate term loan due quarterly through August 2018
|
$
|
154,800
|
|
$
|
—
|
|
VIE unsecured floating rate term loans due quarterly through December 2018
|
39,270
|
|
—
|
|
||
Unsecured notes bearing fixed rate interest at 8.75% due November 2014
|
250,000
|
|
250,000
|
|
||
Unsecured notes bearing fixed rate interest at 10% due June 2015
|
66,568
|
|
66,568
|
|
||
Unsecured notes bearing fixed rate interest at 6.375% due September 2015
|
250,000
|
|
250,000
|
|
||
Unsecured notes bearing fixed rate interest at 10% due April 2016
|
193,429
|
|
193,429
|
|
||
Unsecured notes bearing fixed rate interest at 9.375% due November 2017 (a)
|
250,000
|
|
250,000
|
|
||
Borrowings under revolving credit agreement expiring August 2018
|
—
|
|
205,000
|
|
||
Unsecured notes bearing fixed rate interest at 7.125% due September 2018
|
250,000
|
|
250,000
|
|
||
Unsecured notes bearing fixed rate interest at 5.125% due October 2019
|
600,000
|
|
—
|
|
||
Unsecured notes bearing fixed rate interest at 5.125% due July 2020
|
600,000
|
|
—
|
|
||
Unsecured notes bearing fixed rate interest at 6.375% due October 2023
|
650,000
|
|
—
|
|
||
Unsecured notes bearing fixed rate interest at 7.75% due June 2027
|
200,000
|
|
—
|
|
||
Unsecured notes bearing fixed rate interest at 7.25% due September 2027
|
240,000
|
|
—
|
|
||
Total principal long-term debt
|
3,744,067
|
|
1,464,997
|
|
||
Other (fair market value adjustments and discounts)
|
(31,167
|
)
|
(32,897
|
)
|
||
Total long-term debt
|
3,712,900
|
|
1,432,100
|
|
||
Less current portion of long-term debt maturities of VIE loans
|
5,890
|
|
—
|
|
||
Long-term debt, net of current portion
|
$
|
3,707,010
|
|
$
|
1,432,100
|
|
(a) On Feb. 5, 2014 the company sent notice of its intent to redeem the 9.375% notes on March 14, 2014. The notes will be redeemed for 104.688% of the outstanding principal amount, pursuant to the original terms.
|
In thousands of dollars
|
|||||||||
|
2013
|
2012
|
2011
|
||||||
Service cost—benefits earned during the period
|
$
|
7,538
|
|
$
|
7,545
|
|
$
|
7,833
|
|
Interest cost on benefit obligation
|
141,030
|
|
155,376
|
|
171,339
|
|
|||
Expected return on plan assets
|
(198,216
|
)
|
(189,863
|
)
|
(211,659
|
)
|
|||
Amortization of prior service costs
|
7,566
|
|
7,689
|
|
7,580
|
|
|||
Amortization of actuarial loss
|
63,212
|
|
53,429
|
|
37,901
|
|
|||
Pension expense for company-sponsored retirement plans
|
21,130
|
|
34,176
|
|
12,994
|
|
|||
Settlement and special termination benefit charge
|
3,077
|
|
7,946
|
|
1,068
|
|
|||
Total pension cost
|
$
|
24,207
|
|
$
|
42,122
|
|
$
|
14,062
|
|
In thousands of dollars
|
||||||
|
Dec. 29, 2013
|
Dec. 30, 2012
|
||||
Change in benefit obligations
|
|
|
||||
Benefit obligations at beginning of year
|
$
|
3,573,085
|
|
$
|
3,351,494
|
|
Service cost
|
7,538
|
|
7,545
|
|
||
Interest cost
|
141,030
|
|
155,376
|
|
||
Plan amendments
|
177
|
|
—
|
|
||
Plan participants’ contributions
|
4
|
|
7
|
|
||
Actuarial (gain) loss
|
(104,131
|
)
|
300,525
|
|
||
Foreign currency translation
|
21,758
|
|
27,526
|
|
||
Gross benefits paid
|
(230,979
|
)
|
(245,899
|
)
|
||
Acquisitions
|
274,510
|
|
—
|
|
||
Settlements
|
(10,743
|
)
|
(23,489
|
)
|
||
Benefit obligations at end of year
|
$
|
3,672,249
|
|
$
|
3,573,085
|
|
Change in plan assets
|
|
|
||||
Fair value of plan assets at beginning of year
|
$
|
2,552,316
|
|
$
|
2,408,768
|
|
Actual return on plan assets
|
364,652
|
|
254,225
|
|
||
Plan participants’ contributions
|
4
|
|
7
|
|
||
Employer contributions
|
107,086
|
|
137,499
|
|
||
Gross benefits paid
|
(230,979
|
)
|
(245,899
|
)
|
||
Acquisitions
|
229,774
|
|
—
|
|
||
Settlements
|
(10,743
|
)
|
(23,489
|
)
|
||
Foreign currency translation
|
16,357
|
|
21,205
|
|
||
Fair value of plan assets at end of year
|
$
|
3,028,467
|
|
$
|
2,552,316
|
|
Funded status at end of year
|
$
|
(643,782
|
)
|
$
|
(1,020,769
|
)
|
Amounts recognized in Consolidated Balance Sheets
|
||||||
Noncurrent assets
|
$
|
3,684
|
|
$
|
—
|
|
Accrued benefit cost—current
|
$
|
(15,271
|
)
|
$
|
(13,444
|
)
|
Accrued benefit cost—noncurrent
|
$
|
(632,195
|
)
|
$
|
(1,007,325
|
)
|
In thousands of dollars
|
|
|
||||
|
Dec. 29, 2013
|
Dec. 30, 2012
|
||||
Accumulated benefit obligation
|
$
|
3,568,021
|
|
$
|
3,546,819
|
|
Fair value of plan assets
|
$
|
2,938,480
|
|
$
|
2,552,316
|
|
In thousands of dollars
|
|
|
||||
|
Dec. 29, 2013
|
Dec. 30, 2012
|
||||
Projected benefit obligation
|
$
|
3,585,947
|
|
$
|
3,573,085
|
|
Fair value of plan assets
|
$
|
2,938,480
|
|
$
|
2,552,316
|
|
In thousands of dollars
|
|
|
||||
|
Dec. 29, 2013
|
Dec. 30, 2012
|
||||
Net actuarial losses
|
$
|
(1,390,975
|
)
|
$
|
(1,717,674
|
)
|
Prior service cost
|
(53,949
|
)
|
(61,338
|
)
|
||
Amounts in accumulated other comprehensive income (loss)
|
$
|
(1,444,924
|
)
|
$
|
(1,779,012
|
)
|
In thousands of dollars
|
|||
|
2013
|
||
Current year actuarial gain
|
$
|
270,568
|
|
Change in prior service cost
|
(177
|
)
|
|
Amortization of actuarial loss
|
63,212
|
|
|
Amortization of prior service costs
|
7,566
|
|
|
Recognition of settlement
|
3,077
|
|
|
Currency loss
|
(10,158
|
)
|
|
Total
|
$
|
334,088
|
|
|
2013
|
2012
|
2011
|
Discount rate
|
4.08%
|
4.83%
|
5.49%
|
Expected return on plan assets
|
7.94%
|
7.95%
|
8.46%
|
Rate of compensation increase
|
2.97%
|
2.96%
|
2.95%
|
|
Dec. 29, 2013
|
Dec. 30, 2012
|
Discount rate
|
4.75%
|
4.08%
|
Rate of compensation increase
|
2.97%
|
2.97%
|
•
|
The company plays no part in the management of plan investments or any other aspect of plan administration.
|
•
|
Assets contributed to the multi-employer plan by one employer may be used to provide benefits to employees of other participating employers.
|
•
|
If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers.
|
•
|
If the company chooses to stop participating in some of its multi-employer plans, the company may be required to pay those plans an amount based on the unfunded status of the plan, referred to as withdrawal liability.
|
In thousands of dollars
|
|||||||||
|
2013
|
2012
|
2011
|
||||||
Service cost – benefits earned during the period
|
$
|
529
|
|
$
|
545
|
|
$
|
611
|
|
Interest cost on net benefit obligation
|
5,656
|
|
7,744
|
|
9,205
|
|
|||
Amortization of prior service credit
|
(9,165
|
)
|
(19,190
|
)
|
(19,510
|
)
|
|||
Amortization of actuarial loss
|
1,169
|
|
1,943
|
|
5,444
|
|
|||
Net periodic postretirement benefit credit
|
$
|
(1,811
|
)
|
$
|
(8,958
|
)
|
$
|
(4,250
|
)
|
In thousands of dollars
|
||||||
|
Dec. 29, 2013
|
Dec. 30, 2012
|
||||
Change in benefit obligations
|
|
|
||||
Net benefit obligations at beginning of year
|
$
|
169,592
|
|
$
|
184,131
|
|
Service cost
|
529
|
|
545
|
|
||
Interest cost
|
5,656
|
|
7,744
|
|
||
Plan participants’ contributions
|
9,629
|
|
10,362
|
|
||
Plan amendments
|
(496
|
)
|
—
|
|
||
Actuarial gain
|
(16,476
|
)
|
(5,877
|
)
|
||
Gross benefits paid
|
(28,022
|
)
|
(29,245
|
)
|
||
Federal subsidy on benefits paid
|
4,169
|
|
1,932
|
|
||
Acquisitions
|
2,228
|
|
—
|
|
||
Net benefit obligations at end of year
|
$
|
146,809
|
|
$
|
169,592
|
|
Change in plan assets
|
|
|
||||
Fair value of plan assets at beginning of year
|
$
|
—
|
|
$
|
—
|
|
Employer contributions
|
18,393
|
|
18,883
|
|
||
Plan participants’ contributions
|
9,629
|
|
10,362
|
|
||
Gross benefits paid
|
(28,022
|
)
|
(29,245
|
)
|
||
Fair value of plan assets at end of year
|
$
|
—
|
|
$
|
—
|
|
Benefit obligation at end of year
|
$
|
146,809
|
|
$
|
169,592
|
|
Amounts recognized in Consolidated Balance Sheets
|
||||||
Accrued benefit cost—current
|
$
|
17,731
|
|
$
|
19,655
|
|
Accrued benefit cost—noncurrent
|
$
|
129,078
|
|
$
|
149,937
|
|
In thousands of dollars
|
|
|
||||
|
Dec. 29, 2013
|
Dec. 30, 2012
|
||||
Net actuarial losses
|
$
|
(6,087
|
)
|
$
|
(23,467
|
)
|
Prior service credit
|
16,204
|
|
24,874
|
|
||
Amounts in accumulated other comprehensive income (loss)
|
$
|
10,117
|
|
$
|
1,407
|
|
In thousands of dollars
|
|||
|
2013
|
||
Current year actuarial gain
|
$
|
16,210
|
|
Change in prior service cost
|
496
|
|
|
Amortization of actuarial loss
|
1,169
|
|
|
Amortization of prior service credit
|
(9,165
|
)
|
|
Total
|
$
|
8,710
|
|
|
2013
|
2012
|
2011
|
|||
Discount rate
|
3.80
|
%
|
4.75
|
%
|
5.30
|
%
|
Health care cost trend rate assumed for next year
|
7.17
|
%
|
6.50
|
%
|
6.50
|
%
|
Ultimate trend rate
|
5.00
|
%
|
5.00
|
%
|
5.00
|
%
|
Year that ultimate trend rate is reached
|
2017
|
|
2016
|
|
2015
|
|
|
Dec. 29, 2013
|
Dec. 30, 2012
|
||
Discount rate
|
4.75
|
%
|
3.80
|
%
|
Health care cost trend rate assumed for
next year
|
7.17
|
%
|
6.50
|
%
|
Ultimate trend rate
|
5.00
|
%
|
5.00
|
%
|
Year that ultimate trend rate is reached
|
2017
|
|
2016
|
|
In thousands of dollars
|
Benefit Payments
|
Subsidy Benefits
|
||||
2014
|
$
|
17,731
|
|
$
|
2,812
|
|
2015
|
$
|
16,857
|
|
$
|
2,738
|
|
2016
|
$
|
15,998
|
|
$
|
2,649
|
|
2017
|
$
|
15,123
|
|
$
|
2,580
|
|
2018
|
$
|
15,077
|
|
$
|
2,495
|
|
2019-2023
|
$
|
60,528
|
|
$
|
10,530
|
|
In thousands of dollars
|
|||||||||
2013
|
Current
|
Deferred
|
Total
|
||||||
Federal
|
$
|
95,000
|
|
$
|
39,400
|
|
$
|
134,400
|
|
State and other
|
(36,700
|
)
|
8,000
|
|
(28,700
|
)
|
|||
Foreign
|
1,000
|
|
6,500
|
|
7,500
|
|
|||
Total
|
$
|
59,300
|
|
$
|
53,900
|
|
$
|
113,200
|
|
|
2013
|
2012
|
2011
|
|||
U.S. statutory tax rate
|
35.0
|
%
|
35.0
|
%
|
35.0
|
%
|
Increase (decrease) in taxes resulting from:
|
|
|
|
|||
Non-deductible goodwill impairment
|
—
|
|
5.2
|
|
—
|
|
State/other income taxes net of federal income tax
|
2.7
|
|
2.2
|
|
3.0
|
|
Statutory rate differential and permanent differences in earnings in foreign jurisdictions
|
(5.7
|
)
|
(5.6
|
)
|
(5.4
|
)
|
Audit resolutions
|
(7.9
|
)
|
(4.6
|
)
|
(4.2
|
)
|
Permanent stock basis deductions
|
—
|
|
—
|
|
(1.8
|
)
|
Lapse of statutes of limitations net of federal income tax
|
(2.6
|
)
|
(1.8
|
)
|
(1.6
|
)
|
Other, net
|
1.1
|
|
1.1
|
|
—
|
|
Effective tax rate
|
22.6
|
%
|
31.5
|
%
|
25.0
|
%
|
In thousands of dollars
|
||||||
|
Dec. 29, 2013
|
Dec. 30, 2012
|
||||
Liabilities
|
|
|
||||
Accelerated depreciation
|
$
|
302,650
|
|
$
|
255,612
|
|
Accelerated amortization of deductible intangibles
|
678,744
|
|
174,229
|
|
||
Other
|
24,882
|
|
26,989
|
|
||
Total deferred tax liabilities
|
1,006,276
|
|
456,830
|
|
||
Assets
|
|
|
||||
Accrued compensation costs
|
75,492
|
|
77,684
|
|
||
Pension
|
219,413
|
|
368,803
|
|
||
Postretirement medical and life
|
55,921
|
|
65,573
|
|
||
Federal tax benefits of uncertain state tax positions
|
12,474
|
|
31,002
|
|
||
Partnership investments including impairments
|
1,140
|
|
39,542
|
|
||
Loss carryforwards
|
74,018
|
|
58,596
|
|
||
Other
|
84,738
|
|
66,164
|
|
||
Total deferred tax assets
|
523,196
|
|
707,364
|
|
||
Valuation allowance
|
83,579
|
|
76,419
|
|
||
Total net deferred tax assets (liabilities)
|
$
|
(566,659
|
)
|
$
|
174,115
|
|
Amounts recognized in Consolidated Balance Sheets
|
||||||
Net current deferred tax assets
|
$
|
21,245
|
|
$
|
15,840
|
|
Net noncurrent deferred tax assets (liabilities)
|
$
|
(587,904
|
)
|
$
|
158,275
|
|
In thousands of dollars
|
||||||
|
Dec. 29, 2013
|
Dec. 30, 2012
|
||||
Change in unrecognized tax benefits
|
|
|
||||
Balance at beginning of year
|
$
|
86,180
|
|
$
|
110,282
|
|
Additions based on tax positions related to the current year
|
29,470
|
|
9,093
|
|
||
Additions for tax positions of prior years
|
4,710
|
|
11,929
|
|
||
Reductions for tax positions of prior years
|
(33,109
|
)
|
(30,110
|
)
|
||
Settlements
|
(1,246
|
)
|
(7,857
|
)
|
||
Reductions due to lapse of statutes of limitations
|
(28,681
|
)
|
(7,157
|
)
|
||
Balance at end of year
|
$
|
57,324
|
|
$
|
86,180
|
|
In thousands, except per share amounts
|
|||||||||
|
2013
|
2012
|
2011
|
||||||
Net income attributable to
Gannett Co., Inc.
|
$
|
388,680
|
|
$
|
424,280
|
|
$
|
458,748
|
|
Weighted average number of common shares outstanding (basic)
|
228,541
|
|
232,327
|
|
239,228
|
|
|||
Effect of dilutive securities
|
|
|
|
||||||
Stock options
|
1,160
|
|
867
|
|
1,189
|
|
|||
Restricted stock
|
2,839
|
|
2,552
|
|
2,147
|
|
|||
Performance shares
|
1,649
|
|
944
|
|
—
|
|
|||
401(k) employer match
|
—
|
|
—
|
|
204
|
|
|||
Weighted average number of common shares outstanding (diluted)
|
234,189
|
|
236,690
|
|
242,768
|
|
|||
Earnings per share (basic)
|
$
|
1.70
|
|
$
|
1.83
|
|
$
|
1.92
|
|
Earnings per share (diluted)
|
$
|
1.66
|
|
$
|
1.79
|
|
$
|
1.89
|
|
Stock Options Granted During
|
2013
|
2012
|
2011
|
Average expected term
|
4.5 yrs.
|
4.5 yrs.
|
4.5 yrs.
|
Expected volatility
|
61.94%
|
65.74 - 66.95%
|
62.46 - 64.39%
|
Weighted average volatility
|
61.94%
|
66.56%
|
62.54%
|
Risk-free interest rates
|
0.75%
|
0.84%
|
0.87 - 2.21%
|
Expected dividend yield
|
3.00%
|
5.00%
|
1.00 - 2.00%
|
Weighted average expected dividend
|
3.00%
|
5.00%
|
1.06%
|
2013 Stock Option Activity
|
Shares
|
Weighted
average
exercise
price
|
Weighted
average
remaining
contractual
term
(in years)
|
Aggregate
intrinsic
value
|
||||||
Outstanding at beginning of year
|
11,344,018
|
|
$
|
43.50
|
|
3.2
|
$
|
16,902,892
|
|
|
Granted
|
22,558
|
|
$
|
20.48
|
|
|
|
|||
Exercised
|
(1,598,902
|
)
|
$
|
13.44
|
|
|
|
|||
Canceled/expired
|
(4,192,273
|
)
|
$
|
73.11
|
|
|
|
|||
Outstanding at end of year
|
5,575,401
|
|
$
|
29.76
|
|
3.2
|
$
|
46,988,804
|
|
|
Options exercisable at year end
|
4,574,619
|
|
$
|
32.85
|
|
2.8
|
$
|
33,348,296
|
|
|
Weighted average grant date fair value of options granted during the year
|
$
|
8.20
|
|
|
|
|
2012 Stock Option Activity
|
Shares
|
Weighted
average
exercise
price
|
Weighted
average
remaining
contractual
term
(in years)
|
Aggregate
intrinsic
value
|
||||||
Outstanding at beginning of year
|
20,340,291
|
|
$
|
47.66
|
|
3.5
|
$
|
17,184,761
|
|
|
Granted
|
109,699
|
|
$
|
14.33
|
|
|
|
|||
Exercised
|
(2,716,637
|
)
|
$
|
9.38
|
|
|
|
|||
Canceled/expired
|
(6,389,335
|
)
|
$
|
70.76
|
|
|
|
|||
Outstanding at end of year
|
11,344,018
|
|
$
|
43.50
|
|
3.2
|
$
|
16,902,892
|
|
|
Options exercisable at year end
|
8,942,897
|
|
$
|
51.35
|
|
2.6
|
$
|
8,845,944
|
|
|
Weighted average grant date fair value of options granted during the year
|
$
|
5.43
|
|
|
|
|
2011 Stock Option Activity
|
Shares
|
Weighted
average
exercise
price
|
Weighted
average
remaining
contractual
term
(in years)
|
Aggregate
intrinsic
value
|
||||||
Outstanding at beginning of year
|
23,649,290
|
|
$
|
52.08
|
|
3.9
|
$
|
28,819,223
|
|
|
Granted
|
1,333,597
|
|
$
|
15.79
|
|
|
|
|||
Exercised
|
(496,749
|
)
|
$
|
5.71
|
|
|
|
|||
Canceled/expired
|
(4,145,847
|
)
|
$
|
67.61
|
|
|
|
|||
Outstanding at end of year
|
20,340,291
|
|
$
|
47.66
|
|
3.5
|
$
|
17,184,761
|
|
|
Options exercisable at year end
|
15,857,692
|
|
$
|
57.26
|
|
2.7
|
$
|
10,644,474
|
|
|
Weighted average grant date fair value of options granted during the year
|
$
|
7.63
|
|
|
|
|
2013 Restricted Stock and RSU Activity
|
Shares
|
Weighted
average
fair value
|
|||
Outstanding and unvested at beginning of year
|
4,069,509
|
|
$
|
12.98
|
|
Granted
|
1,588,628
|
|
$
|
15.80
|
|
Settled
|
(1,035,256
|
)
|
$
|
13.95
|
|
Canceled
|
(428,896
|
)
|
$
|
13.40
|
|
Outstanding and unvested at end of year
|
4,193,985
|
|
$
|
13.92
|
|
2012 Restricted Stock and RSU Activity
|
Shares
|
Weighted
average
fair value
|
|||
Outstanding and unvested at beginning of year
|
3,731,033
|
|
$
|
10.73
|
|
Granted
|
1,937,512
|
|
$
|
12.33
|
|
Settled
|
(997,584
|
)
|
$
|
3.29
|
|
Canceled
|
(601,452
|
)
|
$
|
11.95
|
|
Outstanding and unvested at end of year
|
4,069,509
|
|
$
|
12.98
|
|
2011 Restricted Stock and RSU Activity
|
Shares
|
Weighted
average
fair value
|
|||
Outstanding and unvested at beginning of year
|
4,421,437
|
|
$
|
12.19
|
|
Granted
|
175,023
|
|
$
|
13.21
|
|
Settled
|
(469,634
|
)
|
$
|
33.51
|
|
Canceled
|
(395,793
|
)
|
$
|
11.94
|
|
Outstanding and unvested at end of year
|
3,731,033
|
|
$
|
10.73
|
|
2013 Performance Shares Activity
|
Target number of shares
|
Weighted average fair value
|
|||
Outstanding and unvested at beginning of year
|
982,452
|
|
$
|
14.23
|
|
Granted
|
813,783
|
|
$
|
20.12
|
|
Canceled
|
(35,747
|
)
|
$
|
15.86
|
|
Outstanding and unvested at end of year
|
1,760,488
|
|
$
|
16.92
|
|
2012 Performance Shares Activity
|
Target number of shares
|
Weighted average fair value
|
|||
Outstanding and unvested at beginning of year
|
—
|
|
$
|
—
|
|
Granted
|
1,109,873
|
|
$
|
14.21
|
|
Canceled
|
(127,421
|
)
|
$
|
14.12
|
|
Outstanding and unvested at end of year
|
982,452
|
|
$
|
14.23
|
|
In thousands of dollars
|
|||||||||
2013
|
Retirement Plans
|
Foreign Currency Translation
|
Total
|
||||||
Balance at beginning of year
|
$
|
(1,119,263
|
)
|
$
|
418,122
|
|
$
|
(701,141
|
)
|
Other comprehensive income before reclassifications
|
156,974
|
|
9,055
|
|
166,029
|
|
|||
Amounts reclassified from accumulated other comprehensive income
|
41,057
|
|
—
|
|
41,057
|
|
|||
Balance at end of year
|
$
|
(921,232
|
)
|
$
|
427,177
|
|
$
|
(494,055
|
)
|
In thousands of dollars
|
|||||||||
2012
|
Retirement Plans
|
Foreign Currency Translation
|
Total
|
||||||
Balance at beginning of year
|
$
|
(995,854
|
)
|
$
|
400,015
|
|
$
|
(595,839
|
)
|
Other comprehensive income (loss)
|
(123,409
|
)
|
18,107
|
|
(105,302
|
)
|
|||
Balance at end of year
|
$
|
(1,119,263
|
)
|
$
|
418,122
|
|
$
|
(701,141
|
)
|
In thousands of dollars
|
|||
|
2013
|
||
Amortization of prior service credit
|
$
|
(1,599
|
)
|
Amortization of actuarial loss
|
64,381
|
|
|
Settlement charge
|
3,077
|
|
|
Total reclassifications, before tax
|
65,859
|
|
|
Income tax effect
|
(24,802
|
)
|
|
Total reclassifications, net of tax
|
$
|
41,057
|
|
In thousands of dollars
|
|
||
2014
|
$
|
53,325
|
|
2015
|
46,531
|
|
|
2016
|
38,388
|
|
|
2017
|
33,786
|
|
|
2018
|
25,538
|
|
|
Later years
|
83,856
|
|
|
Total
|
$
|
281,424
|
|
Company Owned Assets
|
||||||||||||
In thousands of dollars
|
||||||||||||
Fair value measurement as of Dec. 29, 2013
|
||||||||||||
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||
Assets:
|
|
|
|
|
||||||||
Employee compensation related investments
|
$
|
28,117
|
|
$
|
—
|
|
$
|
—
|
|
$
|
28,117
|
|
Sundry investments
|
34,227
|
|
—
|
|
—
|
|
34,227
|
|
||||
Total Assets
|
$
|
62,344
|
|
$
|
—
|
|
$
|
—
|
|
$
|
62,344
|
|
Liabilities:
|
|
|
|
|
||||||||
Contingent consideration payable
|
$
|
—
|
|
$
|
—
|
|
$
|
32,267
|
|
$
|
32,267
|
|
Total Liabilities
|
$
|
—
|
|
$
|
—
|
|
$
|
32,267
|
|
$
|
32,267
|
|
In thousands of dollars
|
||||||||||||
Fair value measurement as of Dec. 30, 2012
|
||||||||||||
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||
Assets:
|
|
|
|
|
||||||||
Employee compensation related investments
|
$
|
23,043
|
|
$
|
—
|
|
$
|
—
|
|
$
|
23,043
|
|
Sundry investments
|
29,090
|
|
—
|
|
—
|
|
29,090
|
|
||||
Total Assets
|
$
|
52,133
|
|
$
|
—
|
|
$
|
—
|
|
$
|
52,133
|
|
Liabilities:
|
|
|
|
|
||||||||
Contingent consideration payable
|
$
|
—
|
|
$
|
—
|
|
$
|
26,170
|
|
$
|
26,170
|
|
Total Liabilities
|
$
|
—
|
|
$
|
—
|
|
$
|
26,170
|
|
$
|
26,170
|
|
(a)
|
The company uses a Dec. 31 measurement date for its retirement plans.
|
(a)
|
The company uses a Dec. 31 measurement date for its retirement plans.
|
Pension Plan Assets/Liabilities
|
|
|
|
|
|
|
||||||||||||
In thousands of dollars
|
|
|
|
|
|
|
||||||||||||
For the year ended Dec. 29, 2013
|
|
|
|
|
|
|
||||||||||||
|
|
Actual Return on Plan Assets
|
|
|
|
|||||||||||||
|
Balance at
beginning
of year
|
Relating to assets still held at report date
|
Relating to assets sold during the period
|
Purchases,
sales, and
settlements
|
Transfers in
and/or out
of Level 3
(1)
|
Balance at
end of year
|
||||||||||||
Assets:
|
|
|
|
|
|
|
||||||||||||
Fixed income
|
|
|
|
|
|
|
||||||||||||
Corporate bonds
|
$
|
797
|
|
$
|
199
|
|
$
|
(7
|
)
|
$
|
264
|
|
$
|
—
|
|
$
|
1,253
|
|
Real estate
|
97,385
|
|
1,865
|
|
—
|
|
(341
|
)
|
—
|
|
98,909
|
|
||||||
Partnership/joint venture interests
|
130,995
|
|
11,972
|
|
13,327
|
|
(9,576
|
)
|
1,832
|
|
148,550
|
|
||||||
Hedge funds
|
158,924
|
|
17,613
|
|
803
|
|
74,483
|
|
(1,832
|
)
|
249,991
|
|
||||||
Derivative contracts
|
500
|
|
(376
|
)
|
—
|
|
39
|
|
—
|
|
163
|
|
||||||
Total
|
$
|
388,601
|
|
$
|
31,273
|
|
$
|
14,123
|
|
$
|
64,869
|
|
$
|
—
|
|
$
|
498,866
|
|
Liabilities:
|
|
|
|
|
|
|
||||||||||||
Derivative liabilities
|
$
|
(2,008
|
)
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
(2,008
|
)
|
(1)
|
The company’s policy is to recognize transfers in and transfers out as of the beginning of the reporting period.
|
(1)
|
The company’s policy is to recognize transfers in and transfers out as of the beginning of the reporting period.
|
Non-Financial Assets
|
||||||||||||
In thousands of dollars
|
||||||||||||
Fair value measurement as of Dec. 30, 2012
|
||||||||||||
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||
Asset held for sale - Quarter 4
|
$
|
—
|
|
$
|
—
|
|
$
|
17,508
|
|
$
|
17,508
|
|
Goodwill - Quarter 4
|
$
|
—
|
|
$
|
—
|
|
$
|
29,610
|
|
$
|
29,610
|
|
(1)
|
Corporate amounts represent those not directly related to the company’s three business segments.
|
(2)
|
Results for 2013 include pre-tax facility consolidation and asset impairment charges of
$1 million
for Broadcasting,
$46 million
for Publishing, and
$12 million
for Digital. Results for 2012 include pre-tax facility consolidation and asset impairment charges of
$32 million
for Publishing and
$90 million
for Digital. Results for 2011 include pre-tax facility consolidation charges of
$27 million
for Publishing. Refer to Notes 3 and 4 of the Consolidated Financial Statements for more information.
|
In thousands of dollars, except per share amounts
|
2013
|
2012
|
2011
|
2010
|
2009
|
||||||||||
Net operating revenues
|
|
|
|
|
|
||||||||||
Broadcasting
|
$
|
835,113
|
|
$
|
906,104
|
|
$
|
722,410
|
|
$
|
769,580
|
|
$
|
631,085
|
|
Publishing advertising
|
2,198,719
|
|
2,355,922
|
|
2,511,025
|
|
2,710,524
|
|
2,888,034
|
|
|||||
Publishing circulation
|
1,129,060
|
|
1,117,042
|
|
1,063,890
|
|
1,086,702
|
|
1,144,539
|
|
|||||
All other Publishing
|
250,025
|
|
255,180
|
|
256,193
|
|
253,613
|
|
259,771
|
|
|||||
Digital
|
748,445
|
|
718,949
|
|
686,471
|
|
618,259
|
|
586,174
|
|
|||||
Total
|
5,161,362
|
|
5,353,197
|
|
5,239,989
|
|
5,438,678
|
|
5,509,603
|
|
|||||
Operating expenses
|
|
|
|
|
|
|
|
|
|
||||||
Costs and expenses
|
4,174,307
|
|
4,247,274
|
|
4,184,582
|
|
4,168,098
|
|
4,417,146
|
|
|||||
Depreciation
|
153,203
|
|
160,746
|
|
165,739
|
|
182,514
|
|
207,652
|
|
|||||
Amortization of intangible assets
|
36,369
|
|
33,293
|
|
31,634
|
|
31,362
|
|
32,983
|
|
|||||
Facility consolidation and asset impairment charges
|
58,240
|
|
122,129
|
|
27,243
|
|
57,009
|
|
132,904
|
|
|||||
Total
|
4,422,119
|
|
4,563,442
|
|
4,409,198
|
|
4,438,983
|
|
4,790,685
|
|
|||||
Operating income
|
739,243
|
|
789,755
|
|
830,791
|
|
999,695
|
|
718,918
|
|
|||||
Non-operating (expense) income
|
|
|
|
|
|
|
|
|
|
||||||
Equity income in unconsolidated investees, net
|
43,824
|
|
22,387
|
|
8,197
|
|
19,140
|
|
3,927
|
|
|||||
Interest expense
|
(176,064
|
)
|
(150,469
|
)
|
(173,140
|
)
|
(172,986
|
)
|
(175,745
|
)
|
|||||
Other non-operating items
|
(47,890
|
)
|
8,734
|
|
(12,921
|
)
|
111
|
|
22,799
|
|
|||||
Total
|
(180,130
|
)
|
(119,348
|
)
|
(177,864
|
)
|
(153,735
|
)
|
(149,019
|
)
|
|||||
Income before income taxes
|
559,113
|
|
670,407
|
|
652,927
|
|
845,960
|
|
569,899
|
|
|||||
Provision for income taxes
|
113,200
|
|
195,400
|
|
152,800
|
|
244,013
|
|
191,328
|
|
|||||
Income from continuing operations
|
445,913
|
|
475,007
|
|
500,127
|
|
601,947
|
|
378,571
|
|
|||||
Income from continuing operations attributable to noncontrolling interests
|
(57,233
|
)
|
(50,727
|
)
|
(41,379
|
)
|
(34,619
|
)
|
(27,091
|
)
|
|||||
Income from continuing operations attributable to Gannett Co., Inc.
|
$
|
388,680
|
|
$
|
424,280
|
|
$
|
458,748
|
|
$
|
567,328
|
|
$
|
351,480
|
|
Income from continuing operations per share:
|
|
|
|
|
|
|
|
|
|
||||||
basic
|
$
|
1.70
|
|
$
|
1.83
|
|
$
|
1.92
|
|
$
|
2.38
|
|
$
|
1.50
|
|
diluted
|
$
|
1.66
|
|
$
|
1.79
|
|
$
|
1.89
|
|
$
|
2.35
|
|
$
|
1.49
|
|
Other selected financial data
|
|
|
|
|
|
|
|
|
|
||||||
Dividends declared per share
|
$
|
0.80
|
|
$
|
0.80
|
|
$
|
0.24
|
|
$
|
0.16
|
|
$
|
0.16
|
|
Non-GAAP income from continuing operations per diluted share
(1)
|
$
|
2.02
|
|
$
|
2.33
|
|
$
|
2.13
|
|
$
|
2.44
|
|
$
|
1.85
|
|
Weighted average number of common shares outstanding
in thousands:
|
|
|
|
|
|
|
|
|
|
||||||
basic
|
228,541
|
|
232,327
|
|
239,228
|
|
238,230
|
|
233,683
|
|
|||||
diluted
|
234,189
|
|
236,690
|
|
242,768
|
|
241,605
|
|
236,027
|
|
|||||
Financial position and cash flow
|
|
|
|
|
|
|
|
|
|
||||||
Long-term debt, excluding current maturities
|
$
|
3,707,010
|
|
$
|
1,432,100
|
|
$
|
1,760,363
|
|
$
|
2,352,242
|
|
$
|
3,061,951
|
|
Redeemable noncontrolling interest
|
$
|
14,618
|
|
$
|
10,654
|
|
$
|
—
|
|
$
|
84,176
|
|
$
|
78,304
|
|
Shareholders’ equity
|
$
|
2,693,098
|
|
$
|
2,350,614
|
|
$
|
2,327,891
|
|
$
|
2,163,754
|
|
$
|
1,603,925
|
|
Total assets
|
$
|
9,240,706
|
|
$
|
6,379,886
|
|
$
|
6,616,450
|
|
$
|
6,816,844
|
|
$
|
7,148,432
|
|
Free cash flow
(2)
|
$
|
470,491
|
|
$
|
697,994
|
|
$
|
775,261
|
|
$
|
816,308
|
|
$
|
809,630
|
|
Return on equity
(3)
|
15.4%
|
|
18.1
|
%
|
20.4
|
%
|
30.1
|
%
|
26.7
|
%
|
|||||
Percentage increase (decrease)
|
|
|
|
|
|
|
|
|
|
||||||
As reported, earnings from continuing operations per share:
|
|
|
|
|
|
||||||||||
basic
|
(7.1
|
%)
|
(4.7
|
%)
|
(19.3
|
%)
|
58.7
|
%
|
(105.2
|
%)
|
|||||
diluted
|
(7.3
|
%)
|
(5.3
|
%)
|
(19.6
|
%)
|
57.7
|
%
|
(105.1
|
%)
|
|||||
Dividends declared per share
|
—
|
%
|
233.3
|
%
|
50.0
|
%
|
—
|
%
|
(90.0
|
%)
|
|||||
Credit ratios
|
|
|
|
|
|
|
|
|
|
||||||
Leverage ratio
(4)
|
3.24x
|
|
1.41x
|
|
1.67x
|
|
1.97x
|
|
2.63x
|
|
|||||
Times interest expense earned
(5)
|
4.9x
|
|
6.4x
|
|
5.5x
|
|
6.2x
|
|
4.8x
|
|
(1)
|
See page 36 for a reconciliation of income from continuing operations per share presented in accordance with GAAP.
|
(2)
|
See page 75 for a reconciliation of free cash flow to net cash flow from operating activities, which the company believes is the most directly comparable measure calculated and presented in accordance with GAAP.
|
(3)
|
Calculated using income from continuing operations attributable to Gannett Co., Inc. plus earnings from discontinued operations (but excluding the gain in 2010 on the disposal of publishing businesses).
|
(4)
|
The leverage ratio is calculated in accordance with the company’s revolving credit agreement and term loan agreement. Currently, the company is required to maintain a leverage ratio of less than 4.0x. These agreements are described more fully on page 39 in Management’s Discussion and Analysis of Financial Condition and Results of Operations. More information regarding the computation can be found in Exhibit 10.3 to the Form 10-Q for the quarterly period ended Sept. 29, 2013, filed on Nov. 6, 2013.
|
(5)
|
Calculated using operating income adjusted to remove the effect of certain special items. These special items are described more fully beginning on page 34 in Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
Year acquired
|
Name
|
Location
|
Publication times or business
|
2010
|
CareerSite.biz Limited
|
U.K.
|
Online recruitment niche sites focusing on nursing and rail workers
|
2011
|
Reviewed.com
|
Cambridge, MA
|
A technology product review web site
|
|
JobsCentral
|
Singapore
|
Job search, employment and career web site
|
|
Nutrition Dimension
|
Falls Church, VA
|
A continuing nutrition education, certification and review program
|
|
US PRESSWIRE
|
Atlanta, GA
|
A digital sports photography business
|
|
JobScout24
|
Germany
|
Job search, employment and career web site
|
|
MMA Junkie
|
St. Petersburg, FL
|
Independent sports information web site
|
2012
|
Fantasy Sports Ventures/Big Lead Sports
|
New York, NY
|
Independent digital sports property
|
|
Ceviu
|
Brazil
|
Information technology job board
|
|
Top Language Jobs
|
Europe
|
Global online jobsite for multi-language jobs and candidates
|
|
Quickish
|
Bethesda, MD
|
Aggregator that offers a summary and a link for sports stories throughout the day
|
|
BLiNQ Media, LLC
|
New York City, NY
|
Innovator of social engagement advertising solutions for agencies and brands
|
|
Mobestream Media
|
Dallas, TX
|
Developer of the Key Ring consumer rewards mobile platform
|
|
Economic Modeling Specialist Intl.
|
Moscow, ID
|
Economic software firm that specializes in employment data and labor market analysis
|
|
Rovion
|
Boston, MA
|
A self-service technology platform that enables the full development and deployment of rich media
|
2013
|
10Best, Inc.
|
Greenville, SC
|
Travel advice services for travelers in the U.S. and internationally
|
|
Vietnam Online Network (Kiem Viec.com & HR Vietnam)
|
Vietnam
|
Specializes in recruitment services and human resource solutions for employers
|
|
Oil and Gas Job Search
|
Manchester, England
|
Online recruitment catering to the oil and gas industry
|
|
Tripology
|
McLean, VA
|
Offers an interactive travel referral service focused on connecting travelers with qualified travel specialist
|
|
Belo Corp.
|
Arizona, Idaho, Kentucky, Louisiana, Missouri, North Carolina, Oregon, Texas, Virginia, Washington
|
Owner and operator of 20 television stations in 15 markets across the U.S.
|
Year disposed
|
Name
|
Location
|
Publication times or business
|
2009
|
Southernprint Limited
|
U.K.
|
Commercial printing
|
2010
|
The Honolulu Advertiser
|
Honolulu, HI
|
Daily newspaper
|
|
Michigan Directory Company
|
Pigeon, MI
|
Directory publishing operation
|
2013
|
Captivate Network, Inc.
|
Chelmsford, MA
|
News and entertainment network
|
In thousands of dollars
|
2013
|
2012
|
2011
|
2010
|
2009
|
||||||||||
Net cash flow from operating activities
|
$
|
511,488
|
|
$
|
756,740
|
|
$
|
814,136
|
|
$
|
772,884
|
|
$
|
866,580
|
|
Purchase of property, plant and equipment
|
(110,407
|
)
|
(91,874
|
)
|
(72,451
|
)
|
(69,070
|
)
|
(67,737
|
)
|
|||||
Voluntary pension employer contributions
|
15,507
|
|
—
|
|
—
|
|
130,000
|
|
—
|
|
|||||
Tax benefit for voluntary pension employer contributions
|
(6,125
|
)
|
—
|
|
—
|
|
(52,000
|
)
|
—
|
|
|||||
Payments for investments
|
(3,380
|
)
|
(2,501
|
)
|
(19,406
|
)
|
(10,984
|
)
|
(9,674
|
)
|
|||||
Proceeds from investments
|
63,408
|
|
35,629
|
|
52,982
|
|
45,478
|
|
20,461
|
|
|||||
Free cash flow
|
$
|
470,491
|
|
$
|
697,994
|
|
$
|
775,261
|
|
$
|
816,308
|
|
$
|
809,630
|
|
QUARTERLY STATEMENTS OF INCOME (Unaudited)
|
|||||||||||||||
In thousands of dollars, except per share amounts
|
|||||||||||||||
Fiscal year ended Dec. 29, 2013
|
1st Quarter
(1)
|
2nd Quarter
(2)
|
3rd Quarter
(3)
|
4th Quarter
(4)
|
Total
|
||||||||||
Net operating revenues
|
|
|
|
|
|
||||||||||
Broadcasting
|
$
|
191,580
|
|
$
|
211,962
|
|
$
|
203,364
|
|
$
|
228,207
|
|
$
|
835,113
|
|
Publishing advertising
|
526,499
|
|
562,476
|
|
520,189
|
|
589,555
|
|
2,198,719
|
|
|||||
Publishing circulation
|
285,972
|
|
279,655
|
|
274,999
|
|
288,434
|
|
1,129,060
|
|
|||||
All other Publishing
|
58,762
|
|
62,100
|
|
62,891
|
|
66,272
|
|
250,025
|
|
|||||
Digital
|
174,922
|
|
186,506
|
|
191,447
|
|
195,570
|
|
748,445
|
|
|||||
Total
|
1,237,735
|
|
1,302,699
|
|
1,252,890
|
|
1,368,038
|
|
5,161,362
|
|
|||||
Operating expenses
|
|
|
|
|
|
||||||||||
Cost of sales and operating expenses, exclusive of depreciation
|
719,724
|
|
726,869
|
|
713,369
|
|
722,487
|
|
2,882,449
|
|
|||||
Selling, general and administrative expenses, exclusive of depreciation
|
314,115
|
|
320,615
|
|
315,677
|
|
341,451
|
|
1,291,858
|
|
|||||
Depreciation
|
38,926
|
|
38,467
|
|
38,195
|
|
37,615
|
|
153,203
|
|
|||||
Amortization of intangible assets
|
9,128
|
|
9,368
|
|
8,071
|
|
9,802
|
|
36,369
|
|
|||||
Facility consolidation and asset impairment charges
|
4,785
|
|
4,498
|
|
5,880
|
|
43,077
|
|
58,240
|
|
|||||
Total
|
1,086,678
|
|
1,099,817
|
|
1,081,192
|
|
1,154,432
|
|
4,422,119
|
|
|||||
Operating income
|
151,057
|
|
202,882
|
|
171,698
|
|
213,606
|
|
739,243
|
|
|||||
Non-operating (expense) income
|
|
|
|
|
|
||||||||||
Equity income in unconsolidated investees, net
|
7,794
|
|
9,424
|
|
11,711
|
|
14,895
|
|
43,824
|
|
|||||
Interest expense
|
(35,405
|
)
|
(36,174
|
)
|
(41,628
|
)
|
(62,857
|
)
|
(176,064
|
)
|
|||||
Other non-operating items
|
(1,583
|
)
|
(9,791
|
)
|
(17,580
|
)
|
(18,936
|
)
|
(47,890
|
)
|
|||||
Total
|
(29,194
|
)
|
(36,541
|
)
|
(47,497
|
)
|
(66,898
|
)
|
(180,130
|
)
|
|||||
Income before income taxes
|
121,863
|
|
166,341
|
|
124,201
|
|
146,708
|
|
559,113
|
|
|||||
Provision for income taxes
|
5,400
|
|
39,600
|
|
26,700
|
|
41,500
|
|
113,200
|
|
|||||
Net income
|
116,463
|
|
126,741
|
|
97,501
|
|
105,208
|
|
445,913
|
|
|||||
Net income attributable to noncontrolling interests
|
(11,898
|
)
|
(13,121
|
)
|
(17,753
|
)
|
(14,461
|
)
|
(57,233
|
)
|
|||||
Net income attributable to Gannett Co., Inc.
|
$
|
104,565
|
|
$
|
113,620
|
|
$
|
79,748
|
|
$
|
90,747
|
|
$
|
388,680
|
|
Per share computations
(5)
|
|
|
|
|
|
||||||||||
Net income per share—basic
|
$
|
0.46
|
|
$
|
0.50
|
|
$
|
0.35
|
|
$
|
0.40
|
|
$
|
1.70
|
|
Net income per share—diluted
|
$
|
0.44
|
|
$
|
0.48
|
|
$
|
0.34
|
|
$
|
0.39
|
|
$
|
1.66
|
|
Dividends per share
|
$
|
0.20
|
|
$
|
0.20
|
|
$
|
0.20
|
|
$
|
0.20
|
|
$
|
0.80
|
|
(1)
|
Results for the first quarter of 2013 include special charges affecting operating income. Workforce restructuring and transformation costs totaled $10.2 million ($6.2 million after-tax or $.03 per share). Non-operating items include $3.7 million ($3.1 million after-tax or $.01 per share) primarily related to a currency related loss and a non-cash impairment charge relating to an investment accounted for under the equity method. Offsetting these was tax benefits of $27.8 million ($.12 per share) related to the reserve releases as a result of federal exam resolution and the lapse of a statue of limitations. Refer to the discussion beginning on page 34 and Notes 3 and 4 to the Consolidated Financial Statement for more information on special items.
|
(2)
|
Results for the second quarter of 2013 include special charges affecting operating income. Workforce restructuring charges and transformation costs totaled $26.2 million ($15.8 million after-tax or $.07 per share). Non-operating items include $9.5 million ($5.7 million after-tax or $.02 per share) of transformation costs related to the company’s recent acquisition of Belo. Refer to the discussion beginning on page 34 and Notes 3 and 4 to the Consolidated Financial Statement for more information on special items.
|
(3)
|
Results for the third quarter of 2013 include special charges affecting operating income. Workforce restructuring charges and transformation costs totaled $15.1 million ($9.2 million after-tax or $.04 per share). Non-operating items include $21.0 million ($10.8 million after-tax or $.05 per share) related to the loss from the change in control and sale of interests in a business as well transformation costs related to the company’s recent acquisition of Belo. Refer to the discussion beginning on page 34 and Notes 3 and 4 to the Consolidated Financial Statement for more information on special items.
|
(4)
|
Results for the fourth quarter of 2013 include special charges affecting operating income. Workforce restructuring charges, transformation costs and non-cash asset impairments totaled $64.6 million ($40.8 million after tax or $.18 per share). Non-operating items include $21.0 million ($20.9 million after tax or $.09 per share) of charges primarily related to the company’s recent acquisition of Belo. Refer to the discussion beginning on page 34 and Notes 3 and 4 to the Consolidated Financial Statement for more information on special items.
|
(5)
|
As a result of rounding and the required method of computing shares in interim periods, the total of the quarterly earnings per share amounts may not equal the earnings per share amount of the year.
|
QUARTERLY STATEMENTS OF INCOME (Unaudited)
|
|||||||||||||||
In thousands of dollars, except per share amounts
|
|||||||||||||||
Fiscal year ended Dec. 30, 2012
|
1st Quarter
(1)
|
2nd Quarter
(2)
|
3rd Quarter
(3)
|
4th Quarter
(4)
|
Total
|
||||||||||
Net operating revenues
|
|
|
|
|
|
||||||||||
Broadcasting
|
$
|
176,173
|
|
$
|
205,381
|
|
$
|
237,039
|
|
$
|
287,511
|
|
$
|
906,104
|
|
Publishing advertising
|
551,438
|
|
594,262
|
|
552,676
|
|
657,546
|
|
2,355,922
|
|
|||||
Publishing circulation
|
263,336
|
|
263,938
|
|
276,655
|
|
313,113
|
|
1,117,042
|
|
|||||
All other Publishing
|
59,288
|
|
62,133
|
|
60,869
|
|
72,890
|
|
255,180
|
|
|||||
Digital
|
168,352
|
|
181,326
|
|
182,022
|
|
187,249
|
|
718,949
|
|
|||||
Total
|
1,218,587
|
|
1,307,040
|
|
1,309,261
|
|
1,518,309
|
|
5,353,197
|
|
|||||
Operating expenses
|
|
|
|
|
|
||||||||||
Cost of sales and operating expenses, exclusive of depreciation
|
722,240
|
|
720,889
|
|
720,941
|
|
779,777
|
|
2,943,847
|
|
|||||
Selling, general and administrative expenses, exclusive of depreciation
|
308,319
|
|
316,301
|
|
318,385
|
|
360,422
|
|
1,303,427
|
|
|||||
Depreciation
|
39,703
|
|
40,157
|
|
40,460
|
|
40,426
|
|
160,746
|
|
|||||
Amortization of intangible assets
|
7,879
|
|
8,078
|
|
8,045
|
|
9,291
|
|
33,293
|
|
|||||
Facility consolidation and asset impairment charges
|
4,788
|
|
5,097
|
|
4,231
|
|
108,013
|
|
122,129
|
|
|||||
Total
|
1,082,929
|
|
1,090,522
|
|
1,092,062
|
|
1,297,929
|
|
4,563,442
|
|
|||||
Operating income
|
135,658
|
|
216,518
|
|
217,199
|
|
220,380
|
|
789,755
|
|
|||||
Non-operating (expense) income
|
|
|
|
|
|
||||||||||
Equity income in unconsolidated investees, net
|
4,312
|
|
8,663
|
|
3,005
|
|
6,407
|
|
22,387
|
|
|||||
Interest expense
|
(39,571
|
)
|
(36,142
|
)
|
(35,829
|
)
|
(38,927
|
)
|
(150,469
|
)
|
|||||
Other non-operating items
|
2,035
|
|
(2,280
|
)
|
2,933
|
|
6,046
|
|
8,734
|
|
|||||
Total
|
(33,224
|
)
|
(29,759
|
)
|
(29,891
|
)
|
(26,474
|
)
|
(119,348
|
)
|
|||||
Income before income taxes
|
102,434
|
|
186,759
|
|
187,308
|
|
193,906
|
|
670,407
|
|
|||||
Provision for income taxes
|
26,600
|
|
51,200
|
|
38,700
|
|
78,900
|
|
195,400
|
|
|||||
Net income
|
75,834
|
|
135,559
|
|
148,608
|
|
115,006
|
|
475,007
|
|
|||||
Net income attributable to noncontrolling interests
|
(7,611
|
)
|
(15,670
|
)
|
(15,525
|
)
|
(11,921
|
)
|
(50,727
|
)
|
|||||
Net income attributable to Gannett Co., Inc.
|
$
|
68,223
|
|
$
|
119,889
|
|
$
|
133,083
|
|
$
|
103,085
|
|
$
|
424,280
|
|
Per share computations
|
|
|
|
|
|
||||||||||
Net income per share—basic
|
$
|
0.29
|
|
$
|
0.51
|
|
$
|
0.58
|
|
$
|
0.45
|
|
$
|
1.83
|
|
Net income per share—diluted
|
$
|
0.28
|
|
$
|
0.51
|
|
$
|
0.56
|
|
$
|
0.44
|
|
$
|
1.79
|
|
Dividends per share
|
$
|
0.20
|
|
$
|
0.20
|
|
$
|
0.20
|
|
$
|
0.20
|
|
$
|
0.80
|
|
(1)
|
Results for the first quarter of 2012 include special charges affecting operating income. Workforce restructuring charges and transformation costs totaled $21.1 million ($12.6 million after-tax or $.05 per share). Refer to the discussion beginning on page 34 and Notes 3 and 4 to the Consolidated Financial Statement for more information on special items.
|
(2)
|
Results for the second quarter of 2012 include special charges affecting operating income. Workforce restructuring charges and transformation costs totaled $20.3 million ($12.2 million after-tax or $.05 per share). Refer to the discussion beginning on page 34 and Notes 3 and 4 to the Consolidated Financial Statement for more information on special items.
|
(3)
|
Results for the third quarter of 2012 include special charges affecting operating income. Workforce restructuring charges and transformation costs totaled $14.7 million ($8.9 million after-tax or $.04 per share). Non-operating items included $3.2 million ($2.0 million after tax or $.01 per share) of non-cash charges for a newspaper partnership investment. Offsetting these was a tax benefit of $13.1 million ($.06 per share) related primarily to a tax settlement covering multiple years. Refer to the discussion beginning on page 34 and Notes 3 and 4 to the Consolidated Financial Statement for more information on special items.
|
(4)
|
Results for the fourth quarter of 2012 include special charges affecting operating income. Workforce restructuring charges, transformation costs and non-cash asset impairments totaled $114.6 million ($101.9 million after tax or $.44 per share). Non-operating items include a $3.8 million ($2.3 million after tax or $.01 per share) non-cash charge related to the impairment of a minority owned investment. Refer to the discussion beginning on page 34 and Notes 3 and 4 to the Consolidated Financial Statement for more information on special items.
|
In thousands of dollars
|
|
|
|
|
|
||||||||||
Allowance for doubtful receivables
|
Balance
at beginning
of period
|
Additions
charged to
cost and expenses
|
Additions/(reductions)
for acquisitions/
dispositions (1)
|
Deductions
from reserves (2)
|
Balance
at end
of period
|
||||||||||
Fiscal year ended Dec. 29, 2013
|
$
|
22,006
|
|
$
|
11,519
|
|
$
|
(385
|
)
|
$
|
(17,865
|
)
|
$
|
15,275
|
|
Fiscal year ended Dec. 30, 2012
|
$
|
34,646
|
|
$
|
9,736
|
|
$
|
24
|
|
$
|
(22,400
|
)
|
$
|
22,006
|
|
Fiscal year ended Dec. 25, 2011
|
$
|
39,419
|
|
$
|
11,574
|
|
$
|
(97
|
)
|
$
|
(16,250
|
)
|
$
|
34,646
|
|
(1)
|
Also includes foreign currency translation adjustments in each year.
|
(2)
|
Consists of write-offs, net of recoveries in each year.
|
(a)
|
Financial Statements, Financial Statement Schedules and Exhibits.
|
Dated: February 26, 2014
|
GANNETT CO., INC. (Registrant)
|
||
|
|
|
|
|
By:
|
|
/s/ Victoria D. Harker
|
|
|
|
Victoria D. Harker,
|
|
|
|
Chief Financial Officer
|
|
|
|
(principal financial officer)
|
Dated: February 26, 2014
|
|
/s/ Gracia C. Martore
|
|
|
Gracia C. Martore,
|
|
|
President and Chief Executive
|
|
|
Officer (principal executive officer)
|
Dated: February 26, 2014
|
|
/s/ Victoria D. Harker
|
|
|
Victoria D. Harker,
|
|
|
Chief Financial Officer
|
|
|
(principal financial officer)
|
Dated: February 26, 2014
|
|
/s/ Teresa S. Gendron
|
|
|
Teresa S. Gendron,
|
|
|
Vice President and Controller
|
|
|
(principal accounting officer)
|
|
|
|
Dated: February 26, 2014
|
/s/ John E. Cody
|
|
John E. Cody, Director
|
Dated: February 26, 2014
|
/s/ Howard D. Elias
|
|
Howard D. Elias, Director
|
Dated: February 26, 2014
|
/s/ John Jeffry Louis
|
|
John Jeffry Louis, Director
|
Dated: February 26, 2014
|
/s/ Marjorie Magner
|
|
Marjorie Magner,
|
|
Director, Chairman
|
Dated: February 26, 2014
|
/s/ Gracia C. Martore
|
|
Gracia C. Martore, Director
|
Dated: February 26, 2014
|
/s/ Scott K. McCune
|
|
Scott K. McCune, Director
|
Dated: February 26, 2014
|
/s/ Duncan M. McFarland
|
|
Duncan M. McFarland, Director
|
Dated: February 26, 2014
|
/s/ Susan Ness
|
|
Susan Ness, Director
|
Dated: February 26, 2014
|
/s/ Tony A. Prophet
|
|
Tony A. Prophet, Director
|
Dated: February 26, 2014
|
/s/ Neal Shapiro
|
|
Neal Shapiro, Director
|
Exhibit
Number
|
|
Exhibit
|
|
Location
|
|
|
|
|
|
2-1
|
|
Agreement and Plan of Merger, dated as of June 12, 2013, by and among Gannett Co., Inc., Belo Corp. and Delta Acquisition Corp.
|
|
Incorporated by reference to Exhibit 2.1 to Gannett Co., Inc.’s Form 8-K filed on June 18, 2013.
|
|
|
|
|
|
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
|
|
Indenture dated as of March 1, 1983, between Gannett Co., Inc. and Citibank, N.A., as Trustee.
|
|
Incorporated by reference to Exhibit 4-2 to Gannett Co., Inc.’s Form 10-K for the fiscal year ended December 29, 1985.
|
|
|
|
|
|
4-2
|
|
First Supplemental Indenture dated as of November 5, 1986, among Gannett Co., Inc., Citibank, N.A., as Trustee, and Sovran Bank, N.A., as Successor Trustee.
|
|
Incorporated by reference to Exhibit 4 to Gannett Co., Inc.’s Form 8-K filed on November 9, 1986.
|
|
|
|
|
|
4-3
|
|
Second Supplemental Indenture dated as of June 1, 1995, among Gannett Co., Inc., NationsBank, N.A., as Trustee, and Crestar Bank, as Trustee.
|
|
Incorporated by reference to Exhibit 4 to Gannett Co., Inc.’s Form 8-K filed on June 15, 1995.
|
|
|
|
|
|
4-4
|
|
Third Supplemental Indenture, dated as of March 14, 2002, between Gannett Co., Inc. and Wells Fargo Bank Minnesota, N.A., as Trustee.
|
|
Incorporated by reference to Exhibit 4.16 to Gannett Co., Inc.’s Form 8-K filed on March 14, 2002.
|
|
|
|
|
|
4-5
|
|
Fourth Supplemental Indenture, dated as of June 16, 2005, between Gannett Co., Inc. and Wells Fargo Bank Minnesota, N.A., as Trustee.
|
|
Incorporated by reference to same numbered exhibit to Gannett Co., Inc.’s Form 10-Q for the fiscal quarter ended June 26, 2005.
|
|
|
|
|
|
4-6
|
|
Fifth Supplemental Indenture, dated as of May 26, 2006, between Gannett Co., Inc. and Wells Fargo Bank, N.A., as Trustee.
|
|
Incorporated by reference to Exhibit 4-5 to Gannett Co. Inc.’s Form 10-Q for the fiscal quarter ended June 25, 2006.
|
|
|
|
|
|
4-7
|
|
Sixth Supplemental Indenture, dated as of June 29, 2007, between Gannett Co., Inc. and Wells Fargo Bank, N.A., as Successor Trustee.
|
|
Incorporated by reference to Exhibit 4.5 to Gannett Co., Inc.’s Form 10-Q for the fiscal quarter ended July 1, 2007.
|
|
|
|
|
|
4-8
|
|
Eleventh Supplemental Indenture, dated as of October 3, 2013, between Gannett Co., Inc. and U.S. Bank National Association as Trustee.
|
|
Attached.
|
|
|
|
|
|
4-9
|
|
Specimen Certificate for Gannett Co., Inc.’s common stock, par value $1.00 per share.
|
|
Incorporated by reference to Exhibit 2 to Gannett Co., Inc.’s Form 8-B filed on June 14, 1972.
|
|
|
|
|
|
10-1
|
|
Supplemental Executive Medical Plan Amended and Restated as of January 1, 2011.*
|
|
Incorporated by reference to Exhibit 10-2 to Gannett Co., Inc.’s Form 10-K for the fiscal year ended December 26, 2010.
|
|
|
|
|
|
10-1-1
|
|
Amendment No. 1 to the Supplemental Executive Medical Plan Amended and Restated as of January 1, 2012.*
|
|
Incorporated by reference to Exhibit 10-1-1 to Gannett Co., Inc.’s Form 10-K for the fiscal year ended December 30, 2012.
|
|
|
|
|
|
10-2
|
|
Supplemental Executive Medical Plan for Retired Executives dated December 22, 2010 and effective January 1, 2011.*
|
|
Incorporated by reference to Exhibit 10-2-1 to Gannett Co., Inc.’s Form 10-K for the fiscal year ended December 26, 2010.
|
|
|
|
|
|
10-3
|
|
Gannett Supplemental Retirement Plan Restatement.*
|
|
Incorporated by reference to Exhibit 10-2 to Gannett Co., Inc.’s Form 10-Q for the fiscal quarter ended September 30, 2007.
|
|
|
|
|
|
10-3-1
|
|
Amendment No. 1 to the Gannett Co., Inc. Supplemental Retirement Plan dated July 31, 2008 and effective August 1, 2008.*
|
|
Incorporated by reference to Exhibit 10-1 to Gannett Co., Inc.’s Form 10-Q for the fiscal quarter ended September 28, 2008.
|
|
|
|
|
|
10-3-2
|
|
Amendment No. 2 to the Gannett Co., Inc. Supplemental Retirement Plan dated December 22, 2010.*
|
|
Incorporated by reference to Exhibit 10-3-2 to Gannett Co., Inc.’s Form 10-K for the fiscal year ended December 26, 2010.
|
|
|
|
|
|
10-4
|
|
Gannett Co., Inc. Deferred Compensation Plan Restatement dated February 1, 2003 (reflects all amendments through July 25, 2006).*
|
|
Incorporated by reference to Exhibit 10-4 to Gannett Co., Inc.’s Form 10-K for the fiscal year ended December 31, 2006.
|
|
|
|
|
|
10-4-1
|
|
Gannett Co., Inc. Deferred Compensation Plan Rules for Post-2004 Deferrals.*
|
|
Incorporated by reference to Exhibit 10-3 to Gannett Co., Inc.’s Form 10-Q for the fiscal quarter ended July 1, 2007.
|
|
|
|
|
|
10-4-2
|
|
Amendment No. 1 to the Gannett Co., Inc. Deferred Compensation Plan Rules for Post-2004 Deferrals dated July 31, 2008 and effective August 1, 2008.*
|
|
Incorporated by reference to Exhibit 10-2 to Gannett Co., Inc.’s Form 10-Q for the fiscal quarter ended September 28, 2008.
|
|
|
|
|
|
10-4-3
|
|
Amendment No. 2 to the Gannett Co., Inc. Deferred Compensation Plan Rules for Post-2004 Deferrals dated December 9, 2008.*
|
|
Incorporated by reference to Exhibit 10-4-3 to Gannett Co., Inc.’s Form 10-K for the fiscal year ended December 28, 2008.
|
|
|
|
|
|
10-4-4
|
|
Amendment No. 3 to the Gannett Co., Inc. Deferred Compensation Plan Rules for Post-2004 Deferrals dated October 27, 2009.*
|
|
Incorporated by reference to Exhibit 10-4-4 to Gannett Co., Inc.’s Form 10-K for the fiscal year ended December 27, 2009.
|
|
|
|
|
|
10-4-5
|
|
Amendment No. 4 to the Gannett Co., Inc. Deferred Compensation Plan Rules for Post-2004 Deferrals dated December 22, 2010.*
|
|
Incorporated by reference to Exhibit 10-4-5 to Gannett Co., Inc.’s Form 10-K for the fiscal year ended December 26, 2010.
|
|
|
|
|
|
10-5
|
|
Gannett Co., Inc. Transitional Compensation Plan Restatement.*
|
|
Incorporated by reference to Exhibit 10-1 to Gannett Co., Inc.’s Form 10-Q for the fiscal quarter ended September 30, 2007.
|
|
|
|
|
|
10-5-1
|
|
Amendment No. 1 to Gannett Co., Inc. Transitional Compensation Plan Restatement dated as of May 4, 2010.*
|
|
Incorporated by reference to Exhibit 10-3 to Gannett Co., Inc.’s Form 10-Q for the fiscal quarter ended March 28, 2010.
|
|
|
|
|
|
10-5-2
|
|
Amendment No. 2 to Gannett Co., Inc. Transitional Compensation Plan Restatement dated as of December 22, 2010.*
|
|
Incorporated by reference to Exhibit 10-5-2 to Gannett Co., Inc.’s Form 10-K for the fiscal year ended December 26, 2010.
|
|
|
|
|
|
10-6
|
|
Gannett Co., Inc. Omnibus Incentive Compensation Plan, as amended and restated as of May 4, 2010.*
|
|
Incorporated by reference to Exhibit 10-2 to Gannett Co., Inc.’s Form 10-Q for the fiscal quarter ended March 28, 2010.
|
|
|
|
|
|
10-6-1
|
|
Gannett Co., Inc. 2001 Inland Revenue Approved Sub-Plan for the United Kingdom.*
|
|
Incorporated by reference to Exhibit 10-1 to Gannett Co., Inc.’s Form 10-Q for the fiscal quarter ended September 26, 2004.
|
|
|
|
|
|
10-6-2
|
|
Form of Director Stock Option Award Agreement.*
|
|
Incorporated by reference to Exhibit 10-7-3 to Gannett Co., Inc.’s Form 10-K for the fiscal year ended December 30, 2007.
|
|
|
|
|
|
10-6-3
|
|
Form of Director Restricted Stock Award Agreement.*
|
|
Incorporated by reference to Exhibit 10-6-4 to Gannett Co., Inc.’s Form 10-K for the fiscal year ended December 28, 2008.
|
|
|
|
|
|
10-6-4
|
|
Form of Executive Officer Stock Option Award Agreement.*
|
|
Incorporated by reference to Exhibit 10-6-5 to Gannett Co., Inc.’s Form 10-K for the fiscal year ended December 28, 2008.
|
|
|
|
|
|
10-6-5
|
|
Form of Executive Officer Restricted Stock Unit Award Agreement.*
|
|
Incorporated by reference to Exhibit 10-6-6 to Gannett Co., Inc.’s Form 10-K for the fiscal year ended December 28, 2008.
|
|
|
|
|
|
10-6-6
|
|
Form of Executive Officer Performance Share Award Agreement.*
|
|
Incorporated by reference to Exhibit 99-1 to Gannett Co., Inc’s Form 8-K/A filed on December 9, 2011.
|
|
|
|
|
|
10-6-7
|
|
Form of Executive Officer Restricted Stock Unit Award Agreement.*
|
|
Incorporated by reference to Exhibit 10-2 to Gannett Co., Inc.’s Form 10-Q for the fiscal quarter ended March 31, 2013.
|
|
|
|
|
|
10-6-8
|
|
Form of Executive Officer Performance Share Award Agreement.*
|
|
Attached.
|
|
|
|
|
|
10-7
|
|
Gannett U.K. Limited Share Incentive Plan, as amended effective June 25, 2004.*
|
|
Incorporated by reference to Exhibit 10-2 to Gannett Co., Inc.’s Form 10-Q for the fiscal quarter ended June 27, 2004.
|
10-8
|
|
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.
|
|
Incorporated by reference to Exhibit 10-1 to Gannett Co., Inc.’s Form 10-Q for the fiscal quarter ended September 29, 2013.
|
|
|
|
|
|
|
|
|
|
|
10-9
|
|
Master Assignment and Assumption, dated as of August 5, 2013, by and between each of the lenders listed thereon as assignors and/or assignees.
|
|
Incorporated by reference to Exhibit 10-2 to Gannett Co., Inc.’s Form 10-Q for the fiscal quarter ended September 29, 2013.
|
|
|
|
|
|
10-10
|
|
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
|
|
Incorporated by reference to Exhibit 10-3 to Gannett Co., Inc.’s Form 10-Q for the fiscal quarter ended September 29, 2013.
|
|
|
|
|
|
10-11
|
|
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.
|
|
Incorporated by reference to Exhibit 10-4 to Gannett Co., Inc.’s Form 10-Q for the fiscal quarter ended September 29, 2013.
|
|
|
|
|
|
10-12
|
|
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.
|
|
Incorporated by reference to Exhibit 10-5 to Gannett Co., Inc.’s Form 10-Q for the fiscal quarter ended September 29, 2013.
|
|
|
|
|
|
10-13
|
|
Description of Gannett Co., Inc.’s Non-Employee Director Compensation.*
|
|
Incorporated by reference to Exhibit 10-1 to Gannett Co., Inc.’s Form 10-Q for the fiscal quarter ended March 31, 2013.
|
|
|
|
|
|
10-14
|
|
Employment Agreement dated February 27, 2007, between Gannett Co., Inc. and Gracia C. Martore.*
|
|
Incorporated by reference to Exhibit 10-15 to Gannett Co., Inc.’s Form 10-K for the fiscal year ended December 31, 2006.
|
|
|
|
|
|
10-14-1
|
|
Amendment, dated as of August 7, 2007, to Employment Agreement dated February 27, 2007.*
|
|
Incorporated by reference to Exhibit 10-5 to Gannett Co., Inc.’s Form 10-Q for the fiscal quarter ended July 1, 2007.
|
|
|
|
|
|
10-14-2
|
|
Amendment, dated as of December 24, 2010, to Employment Agreement dated February 27, 2007.*
|
|
Incorporated by reference to Exhibit 10-14-2 to Gannett Co., Inc.’s Form 10-K for the year ended December 26, 2010.
|
|
|
|
|
|
10-15
|
|
Termination Benefits Agreement dated as of March 16, 2011 between Gannett Co., Inc. and David A. Payne.*
|
|
Incorporated by reference to Exhibit 10-15 to Gannett Co., Inc.’s Form 10-K for the year ended December 25, 2011.
|
|
|
|
|
|
10-16
|
|
Termination Benefits Agreement dated as of July 23, 2012 between Gannett Co., Inc. and Victoria D. Harker.*
|
|
Incorporated by reference to Exhibit 99-2 to Gannett Co., Inc.’s Form 8-K filed on June 22, 2012.
|
|
|
|
|
|
10-17
|
|
Amendment for section 409A Plans dated December 31, 2008.*
|
|
Incorporated by reference to Exhibit 10-14 to Gannett Co., Inc.’s Form 10-K for the fiscal year ended December 28, 2008.
|
|
|
|
|
|
10-18
|
|
Executive Life Insurance Plan document dated December 31, 2008.*
|
|
Incorporated by reference to Exhibit 10-15 to Gannett Co., Inc.’s Form 10-K for the fiscal year ended December 28, 2008.
|
|
|
|
|
|
10-19
|
|
Key Executive Life Insurance Plan dated October 29, 2010.*
|
|
Incorporated by reference to Exhibit 10-1 to Gannett Co., Inc.’s Form 10-Q for the fiscal quarter ended September 26, 2010.
|
|
|
|
|
|
10-20
|
|
Form of Participation Agreement under Key Executive Life Insurance Plan.*
|
|
Incorporated by reference to Exhibit 10-2 to Gannett Co., Inc.’s Form 10-Q for the fiscal quarter ended September 26, 2010.
|
|
|
|
|
|
10-21
|
|
Omnibus Amendment to Terms and Conditions of Restricted Stock Awards dated as of December 31, 2008.*
|
|
Incorporated by reference to Exhibit 10-17 to Gannett Co., Inc.’s Form 10-K for the fiscal year ended December 28, 2008.
|
|
|
|
|
|
10-22
|
|
Omnibus Amendment to Terms and Conditions of Stock Unit Awards dated as of December 31, 2008.*
|
|
Incorporated by reference to Exhibit 10-18 to Gannett Co., Inc.’s Form 10-K for the fiscal year ended December 28, 2008.
|
|
|
|
|
|
|
|
|
|
|
10-23
|
|
Omnibus Amendment to Terms and Conditions of Stock Option Awards dated as of December 31, 2008.*
|
|
Incorporated by reference to Exhibit 10-19 to Gannett Co., Inc.’s Form 10-K for the fiscal year ended December 28, 2008.
|
|
|
|
|
|
10-24
|
|
Form of Voting and Support Agreement and Irrevocable Proxy, dated as of June 12, 2013, by and among Belo Corp., Gannett Co., Inc. and the persons signatory thereto.
|
|
Incorporated by reference to Exhibit 10.1 to Gannett Co., Inc.’s Form 8-K filed on June 18, 2013.
|
|
|
|
|
|
21
|
|
Subsidiaries of Gannett Co., Inc.
|
|
Attached.
|
|
|
|
|
|
23
|
|
Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
|
|
Attached.
|
|
|
|
|
|
31-1
|
|
Certification Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
|
|
Attached.
|
|
|
|
|
|
31-2
|
|
Certification Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
|
|
Attached.
|
|
|
|
|
|
32-1
|
|
Section 1350 Certification.
|
|
Attached.
|
|
|
|
|
|
32-2
|
|
Section 1350 Certification.
|
|
Attached.
|
|
|
|
|
|
101
|
|
The following financial information from Gannett Co., Inc. Annual Report on Form 10-K for the year ended December 29, 2013, formatted in XBRL includes: (i) Consolidated Balance Sheets at December 29, 2013 and December 30, 2012, (ii) Consolidated Statements of Income for the 2013, 2012 and 2011 fiscal years, (iii) Consolidated Statements of Comprehensive Income for the 2013, 2012 and 2011 fiscal years, (iv) Consolidated Cash Flow Statements for the 2013, 2012 and 2011 fiscal years; (v) Consolidated Statements of Equity for the 2013, 2012 and 2011 fiscal years; and (vi) the Notes to Consolidated Financial Statements.
|
|
Attached.
|
*
|
Asterisks identify management contracts and compensatory plans or arrangements.
|
SECTION 2.
|
CONFIRMATION OF RIGHTS, POWERS, TRUSTS AND DUTIES
|
Year
|
Percentage
|
|
2016
|
102.563
|
%
|
2017
|
101.281
|
%
|
2018 and thereafter
|
100.000
|
%
|
Year
|
Percentage
|
|
2018
|
103.188
|
%
|
2019
|
102.125
|
%
|
2020
|
101.063
|
%
|
2021 and thereafter
|
100.000
|
%
|
|
1.
|
The Transferor owns and proposes to transfer the following:
|
|
(a)
|
¨
|
a beneficial interest in the.
|
|
(i)
|
¨
|
144A Global Note (CUSIP
), or
|
|
(ii)
|
¨
|
Regulation S Global Note (CUSIP
), or
|
|
(b)
|
¨
|
a Restricted Definitive Note.
|
|
2.
|
After the Transfer the Transferee will hold:
|
|
(a)
|
¨
|
a beneficial interest in the:
|
|
(i)
|
¨
|
144A Global Note (CUSIP
), or
|
|
(ii)
|
¨
|
Regulation S Global Note (CUSIP
), or
|
|
(iii)
|
¨
|
Unrestricted Global Note (CUSIP
), or
|
|
(b)
|
¨
|
a Restricted Definitive Note, or
|
|
(c)
|
¨
|
an Unrestricted Definitive Note
|
|
|
|
|
|
Employee:
|
|
|
Location:
|
|
|
|
|
|
|
Grant Date:
|
|
|
|
|
|
|
|
|
|
Performance Period Commencement Date:
|
|
|
|
|
|
|
|
|
|
Performance Period End Date:
|
|
|
|
|
|
|
|
|
|
Performance Share Payment Date :
|
|
|
|
|
|
|
|
|
|
Target Number of Performance Shares:
|
*
|
|
|
|
|
|
|
|
|
|
|
Gannett Co., Inc.
|
|
|
|
|
|
|
|
|
Employee's Signature
|
|
By:
|
|
|
|
|
Kevin E. Lord
|
|
|
|
Senior Vice President/ Human Resources
|
(a)
|
To the extent permitted by Code Section 162(m) and the Plan, the Committee shall have the authority to adjust the number of Performance Shares that are payable under the Award Agreement, adjust the Total Shareholder Return calculations or alter the methodology for calculating the number of Performance Shares to take into account the effects of a stock split, reverse stock split, stock dividend, spin-off, reorganization, recapitalization or similar transaction.
|
(b)
|
The aggregate grant with respect to awards of Performance Shares or Restricted Stock Units made in any one fiscal year to any one participant under the Plan may not exceed the value of five hundred thousand (500,000) Shares.
|
(c)
|
Before any Performance Shares are paid to the Employee, the Committee will certify, in writing, the Company’s satisfaction of the pre-established performance target and the number of Performance Shares payable to the Employee.
|
UNIT
|
STATE OF INCORPORATION
|
6600 BROADVIEW, LLC
|
OHIO
|
ACTION ADVERTISING, INC.
|
WISCONSIN
|
THE ADVERTISER COMPANY
|
ALABAMA
|
ALEXANDRIA NEWSPAPERS, INC.
|
LOUISIANA
|
ARKANSAS TELEVISION COMPANY
|
ARKANSAS
|
BAXTER COUNTY NEWSPAPERS, INC.
|
ARKANSAS
|
BELO ADVERTISING CUSTOMER SERVICES
|
DELAWARE
|
BELO CAPITAL BUREAU, INC.
|
DELAWARE
|
BELO CORP.
|
DELAWARE
|
BELO HOLDINGS, INC.
|
DELAWARE
|
BELO INVESTMENT, LLC
|
DELAWARE
|
BELO KENTUCKY, INC.
|
KENTUCKY
|
BELO MANAGEMENT SERVICES, INC.
|
DELAWARE
|
BELO SAN ANTONIO, INC.
|
DELAWARE
|
BELO TECHNOLOGY ASSETS II, INC.
|
DELAWARE
|
BELO TV, INC.
|
DELAWARE
|
BELO VENTURES, INC.
|
DELAWARE
|
BLINQ MEDIA, LLC
|
GEORGIA
|
CAPE PUBLICATIONS, INC.
|
DELAWARE
|
CAREERBUILDER, LLC
|
DELAWARE
|
CENTRAL NEWSPAPERS, INC.
|
INDIANA
|
CITIZEN PUBLISHING COMPANY
|
ARIZONA
|
CLIPPER MAGAZINE, LLC
|
DELAWARE
|
CNF CORP.
|
ARIZONA
|
COMBINED COMMUNICATIONS CORPORATION OF OKLAHOMA, INC.
|
OKLAHOMA
|
CORPORATE ARENA ASSOCIATES, INC.
|
TEXAS
|
THE COURIER-JOURNAL, INC.
|
DELAWARE
|
DES MOINES PRESS CITIZEN LLC
|
DELAWARE
|
DES MOINES REGISTER AND TRIBUNE COMPANY
|
IOWA
|
THE DESERT SUN PUBLISHING COMPANY
|
CALIFORNIA
|
DETROIT FREE PRESS, INC.
|
MICHIGAN
|
DETROIT NEWSPAPER PARTNERSHIP, L.P.
|
DELAWARE
|
DIGICOL, INC.
|
DELAWARE
|
FEDERATED PUBLICATIONS, INC.
|
DELAWARE
|
FIRST COAST TOWER GROUP
|
FLORIDA
|
GCCC, LLC
|
DELAWARE
|
GCOE, LLC
|
DELAWARE
|
GNSS, LLC
|
DELAWARE
|
GANNETT DIRECT MARKETING SERVICES, INC.
|
KENTUCKY
|
GANNETT GEORGIA, LLC
|
DELAWARE
|
GANNETT GOVERNMENT MEDIA CORPORATION
|
DELAWARE
|
UNIT
|
STATE OF INCORPORATION
|
GANNETT INTERNATIONAL COMMUNICATIONS, INC.
|
DELAWARE
|
GANNETT MISSOURI PUBLISHING, INC.
|
KANSAS
|
GANNETT PACIFIC CORPORATION
|
HAWAII
|
GANNETT PUBLISHING SERVICES, LLC
|
DELAWARE
|
GANNETT RETAIL ADVERTISING GROUP, INC.
|
DELAWARE
|
GANNETT RIVER STATES PUBLISHING CORPORATION
|
ARKANSAS
|
GANNETT SATELLITE INFORMATION NETWORK, INC.
|
DELAWARE
|
GANNETT SUPPLY CORPORATION
|
DELAWARE
|
GANNETT U.K. LIMITED
|
UNITED KINGDOM
|
GANNETT VERMONT INSURANCE, INC.
|
VERMONT
|
GANNETT VERMONT PUBLISHING, INC.
|
DELAWARE
|
GANSAT ACQUISITION SUBSIDIARY, INC.
|
DELAWARE
|
GUAM PUBLICATIONS, INCORPORATED
|
HAWAII
|
INDIANA NEWSPAPERS, INC.
|
INDIANA
|
KASW-TV, INC.
|
DELAWARE
|
KENS-TV, INC.
|
DELAWARE
|
KHOU-TV, INC.
|
DELAWARE
|
KING BROADCASTING COMPANY
|
WASHINGTON
|
KING NEWS CORPORATION
|
WASHINGTON
|
KMOV-TV, INC.
|
DELAWARE
|
KMSB-TV, INC.
|
ARIZONA
|
KONG-TV, INC.
|
DELAWARE
|
KSKN TELEVISION, INC.
|
DELAWARE
|
KTTU-TV, INC.
|
DELAWARE
|
KTVK, INC.
|
DELAWARE
|
KVUE TELEVISION, INC.
|
DELAWARE
|
KXTV, INC.
|
MICHIGAN
|
LAKE CEDAR GROUP LLC
|
DELAWARE
|
MARION, LLC
|
DELAWARE
|
MMS HOLDINGS, INC.
|
DELAWARE
|
MOBESTREAM MEDIA, INC.
|
DELAWARE
|
MULTIMEDIA, INC.
|
SOUTH CAROLINA
|
MULTIMEDIA ENTERTAINMENT, INC.
|
SOUTH CAROLINA
|
MULTIMEDIA HOLDINGS CORPORATION
|
SOUTH CAROLINA
|
MULTIMEDIA KSDK, INC.
|
SOUTH CAROLINA
|
NEWSQUEST MEDIA GROUP LTD
|
UNITED KINGDOM
|
NEWSQUEST MEDIA (SOUTHERN) LTD.
|
UNITED KINGDOM
|
NEWSQUEST PLC
|
UNITED KINGDOM
|
NORTHWEST CABLE NEWS, INC.
|
DELAWARE
|
NTV, INC.
|
DELAWARE
|
NUTRITION DIMENSION, INC.
|
CALIFORNIA
|
PACIFIC MEDIA, INC.
|
DELAWARE
|
PACIFIC AND SOUTHERN COMPANY, INC.
|
DELAWARE
|
PERSONIFIED, LLC
|
DELAWARE
|
PHOENIX NEWSPAPERS, INC.
|
ARIZONA
|
UNIT
|
STATE OF INCORPORATION
|
POINT ROLL, INC.
|
DELAWARE
|
PRESS-CITIZEN COMPANY INC.
|
IOWA
|
RENO NEWSPAPERS, INC.
|
NEVADA
|
ROVION, LLC
|
DELAWARE
|
SALINAS NEWSPAPERS INC.
|
CALIFORNIA
|
SCHEDULE STAR, LLC
|
DELAWARE
|
SCREENSHOT DIGITAL, INC.
|
DELAWARE
|
SEDONA PUBLISHING COMPANY, INC.
|
ARIZONA
|
SHOPLOCAL, LLC
|
DELAWARE
|
THE SUN COMPANY OF SAN BERNARDINO, CALIFORNIA
|
CALIFORNIA
|
TELEFARM, INC.
|
DELAWARE
|
TEXAS CABLE NEWS, INC.
|
DELAWARE
|
TEXAS-NEW MEXICO NEWSPAPERS PARTNERSHIP
|
DELAWARE
|
THE TIMES HERALD COMPANY
|
MICHIGAN
|
TNI PARTNERS
|
ARIZONA
|
US PRESSWIRE, LLC
|
FLORIDA
|
USA TODAY INTERNATIONAL CORPORATION
|
DELAWARE
|
USA TODAY SPORTS MEDIA GROUP, LLC
|
DELAWARE
|
VISALIA NEWSPAPERS INC.
|
CALIFORNIA
|
WCNC-TV, INC.
|
NORTH CAROLINA
|
WFAA-TV, INC.
|
DELAWARE
|
WFMY TELEVISION CORP.
|
NORTH CAROLINA
|
WKYC HOLDINGS, INC.
|
DELAWARE
|
WKYC-TV, INC.
|
DELAWARE
|
WVEC TELEVISION, INC.
|
DELAWARE
|
WWL-TV, INC.
|
DELAWARE
|
X.COM, INC.
|
DELAWARE
|
1.
|
I have reviewed this annual report on Form 10-K of Gannett Co., Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Gracia C. Martore
|
|
Gracia C. Martore
President and Chief Executive Officer (principal executive officer)
|
|
1.
|
I have reviewed this annual report on Form 10-K of Gannett Co., Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Victoria D. Harker
|
|
Victoria D. Harker
Chief Financial Officer (principal financial officer)
|
|
/s/ Gracia C. Martore
|
|
Gracia C. Martore
President and Chief Executive Officer (principal executive officer)
|
|
/s/ Victoria D. Harker
|
|
Victoria D. Harker
Chief Financial Officer (principal financial officer)
|
|