þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | 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 þ | Accelerated filer o | Non-accelerated filer o | Smaller reporting company o |
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
ITEM 1.
BUSINESS
Table of Contents
Drive innovation throughout the company to create new digital offerings that either
complement the companys news and information businesses, or that take it into new markets
with new audiences. Digital revenue companywide in 2010, including the Digital segment and all
digital revenues generated by the other business segments, was approximately $1 billion. This
represents 18% of total operating revenues, an increase of 8% from 2009.
Focus on the delivery of content from USA TODAY and the companys 100 plus local sites to
mobile devices. In 2010, 1.6 billion mobile page views were served, up 267% from 2009. To
leverage this mobile momentum, a build-out of a Gannett-wide mobile platform has begun that
gives the companys mobile sites a new look and feel and supports on-demand video for
higher-end devices such as the iPhone. At the same time, USA TODAY and the companys local
media organizations have the ability to customize their mobile sites to meet the needs of
their customers. Most importantly, with this new platform the company is now able to drive
innovation across all Gannett mobile sites by pooling technical resources in an efficient and
scalable manner. Additionally, USA TODAYs iPad, iPhone and Android apps combined have more
than 7 million downloads since launch and consistently ranked at or near the top of the
general news category. The USA TODAY app for the iPad received numerous honors in 2010 and has
remained one of the most popular iPad news apps with more than 1.6 million downloads since
launch.
Developed key business partnerships. In July 2010, Gannett and Yahoo! announced a local
advertising partnership that brings together Gannetts strong local media organization brands,
sales capacities and leading web site audiences with Yahoo!s high-quality audience. All of
Gannetts 81 local publishing organizations and seven of its 23 television stations will sell
Yahoo! advertising inventory as part of Gannetts local advertising solutions. The roll-out to
each of the business units began in the fall 2010 and will continue into 2011. As a result,
local advertisers will benefit from expanded digital reach and audience targeting capabilities
based on geography, user demographics, interests and more against that expanded audience. In
addition, Gannett will be leveraging the targeting and ad ordering capabilities of the APT
from Yahoo! Platform for local sales. This partnership will extend Gannetts local media
organization reach to cover as much as 80% of the total digital audience in each market.
Improved core publishing and television operations through transformation of newsrooms into
Information Centers. The Information Center concept has enhanced the companys appeal to more
customers in the markets that are served, with 24/7 updating to produce unique top quality
local content across multiple platforms. Watchdog journalism is emphasized, digital sites are
positioned as the primary medium for breaking news and the daily newspapers focus on story depth,
analysis and context. Creating superior Sunday newspaper editions is also an important goal.
Enhanced Sunday editions were complemented with effective advertiser and consumer sales
initiatives, and the results have been very positive. Subscriber retention improved and Sunday
home delivery circulation volume has grown at U.S. Community Publishings operations. Gannetts
Sunday home delivery was up on average compared to 2009 for the 32 largest local media
organizations in the U.S. Community Publishing division. While the focus is on customer
centricity, Information Center initiatives also fulfill the companys responsibilities under the
First Amendment.
Continued the development and enhancement of the ContentOne initiative, through which the
company expects to fundamentally change the way content is gathered, shared and sold.
ContentOnes focus is to reduce duplication of effort in developing and gathering content and
enhancing the sharing of content across the company. A key objective is to find new ways to
generate revenue from the companys content, demonstrating usefulness and value beyond its
inclusion in the companys newspapers, television broadcasts and web sites. ContentOne builds
on the Information Center initiative by creating a national focal point that will serve all of
the companys businesses.
Rollout of a companywide content-management system with installation to begin in early 2011
to better support and leverage the Gannett Information Centers and ContentOne. The common
content-management system (CMS) enables U.S. Community Publishing to centralize design of all
print products at five design studios which will offer higher-quality design than can be
produced at many sites now and maximize efficiencies. Studios will be created in early 2011 in
Asbury Park, NJ; Nashville, TN; Louisville, KY; Des Moines, IA; and Phoenix, AZ.
Reorganized USA TODAY to transform it from a newspaper brand to a media company focusing on
efficient, compelling delivery of news and information across multiple platforms, and aligning
all business activities in ways that fulfill the needs of consumers and marketers in unique
and progressive ways. Content verticals were launched in the areas of Travel, Your Life,
Personal Finance and Diversions to create deep, relevant information presented in a vibrant
style in the heritage of the USA TODAY brand. Early results have shown significant growth in
audience in these content areas. The USA TODAY Sports Media Group was also created and
designed to oversee and coordinate business strategy for national sports initiatives across
all of Gannett, including USA TODAY, as well as Gannetts community of newspaper properties,
television stations, HighSchoolSports.net and BNQT.com.
Launched five regional Gannett Client Solutions Groups in the U.S. Community Publishing
division to provide customized marketing solutions services such as strategic planning,
campaign concept and design, digital media execution, event marketing and media buying. At the
same time, the company continues its focus on creating a customer-centric world class sales
organization in its local community publishing markets.
Table of Contents
Launched GannettLocal to focus on providing personal marketing specialists to small and
medium sized businesses. These Local Marketing Navigators leverage their knowledge and the
companys delivery network to create affordable, customized local marketing solutions to meet
customers needs.
Continued testing new subscription options at three U.S.
Community Publishing sites, Greenville, SC; Tallahassee, FL; and St. George, UT, after
establishing pay walls in front of their web sites. These tests are helping us better understand
consumer response to paid content and what type of business models are sustainable.
Extended the digital reach of the companys local television brands by joining with
Datasphere, a leading provider of hyper-local web technology, to deliver very localized
content on a community and neighborhood basis to consumers and hyper-local digital ad
solutions for local small businesses. By enabling advertisers to target audiences down to
specific neighborhoods, the company makes their services even more relevant to their
customers. The company launched 264 of these neighborhood web sites in 10 markets.
Maximized the use and deployment of resources throughout the company. In 2010, the company
continued its commitment to transforming its business activities, including more consolidation
and centralization of functions that do not require a physical presence in each of the
companys markets. In this regard, the company has consolidated numerous production facilities
and established centralized accounting, credit and collection functions which now serve nearly
all domestic business operations. These efforts have achieved cost efficiencies and permitted
improved local focus on content and revenue-producing activities and these efforts will
continue to be aggressively pursued in 2011.
Launched a resource sharing effort by its Phoenix publishing, broadcasting and online
operations which brought the companys channel 12 News television operation into the Republic
Media building. The television station is broadcasting from a high-tech street-level studio.
The combined new staff is part of a print, broadcast and online collaboration designed to add
breadth and depth to coverage for readers and viewers, and initially is focusing on four
areas: breaking news, sports, features/entertainment and photo/video.
Expanded the Digital Employment Sales Center (DESC), a centralized outbound telesales
operation based at The Star in Indianapolis, which focuses on selling CareerBuilder.com and
other employment advertising solutions in Gannett media markets around the country. Staffing
at the DESC grew in 2010 and sales more than tripled over the prior year.
Employed a customer-centric approach to developing and selling integrated marketing campaigns
through a newly created national, cross-divisional sales organization called CustomerOne
Solutions.
Maintained the companys strong financial discipline and capital structure, preserving its
flexibility to make acquisitions, investments and affiliations. The company generated $773
million of cash flow from operating activities in 2010, in the face of an uneven economy. As a
result, during 2010 the companys long-term debt was reduced by $710 million to $2.35 billion,
and at the end of the year the companys senior leverage ratio was 1.97 times, well within the
limit of 3.5 times designated by the companys principal financial covenant. In September
2010, the company completed the private placement of unsecured senior notes totaling $500
million in two tranches: $250 million due in 2015 and $250 million due in 2018. At the same
time, the company amended its revolving credit agreements and extended the maturity date for
the majority of its lenders from March 15, 2012 to Sept. 30, 2014. Total commitments under the
amended revolving credit agreements are $1.63 billion through March 15, 2012 and total
extended commitments from March 15, 2012 to Sept. 30, 2014 will be $1.14 billion. With these
two actions, the company extended and greatly improved its debt maturity profile.
Improved the funded status of the Gannett Retirement Plan through voluntary contributions
totaling $130 million. As a result of the contributions and a strong investment return for the
plans assets for 2010, at the end of the year, the plans funded status improved to 85%.
Strengthened the foundation of the company by finding, developing and retaining the best and
the brightest employees through a robust Leadership and Diversity program. Gannetts
Leadership and Diversity Council has been charged with attracting and retaining superior
talent and developing a diverse workforce that reflects the communities Gannett serves.
CareerBuilder, the No. 1 employment web site in the U.S.
PointRoll, a leading rich media marketing company that provides Internet user-friendly
technology, allowing advertisers to expand their online space and impact.
ShopLocal, a leader in multichannel shopping and advertising services.
Planet Discover, a provider of local, integrated online search and advertising technology.
MomsLikeMe, an internally developed national brand for social networking among moms-site
users at the local level, supplemented with helpful information moms can use.
QuadrantONE, a digital ad sales network formed with three other top media companies.
USA WEEKEND, a weekly newspaper magazine carried by more than
700 local newspapers with an
aggregate circulation reach of 23 million.
Table of Contents
Clipper Magazine, a direct mail advertising magazine that publishes more than 700 individual
market editions under the brands Clipper Magazine, Savvy Shopper and Mint Magazine in more
than 30 states.
Gannett Government Media (formerly Army Times), which publishes military and defense
newspapers and has expanded into the broadcasting and online arenas. Gannett Government Media
collaborates with Gannett Washington, D.C. TV station WUSA to produce This Week in Defense
News which airs on Sunday mornings.
Gannett Healthcare Group publishes Nursing Spectrum, NurseWeek and Nurse.com The Magazine,
specializing in news, continuing education opportunities and employment opportunities for
registered nurses (RNs) in a combined circulation of 720,000, as well as Today in PT and Today
in OT, featuring news, continuing education opportunities and employment opportunities for
allied health professionals. Gannett Healthcare Group also operates Gannett Education, which
delivers continuing education opportunities to RNs and allied health professionals and
includes PearlsReview.com, an online nursing certification and continuing education web site.
Gannett Offset, a network of five commercial printing operations in the U.S.
Table of Contents
Enhance watchdog journalism, especially daily work.
Reposition digital sites as the primary medium for breaking news and social networking.
Reposition daily newspapers to focus on depth, analysis and context.
Create superior Sunday editions of newspapers.
Enhance the sites positions as local community leaders.
Table of Contents
Work began on the rollout of a companywide content-management system. Cross-divisional teams
worked on this massive project throughout 2010 and installation begins in early 2011.
The common content-management system (CMS) enables U.S. Community Publishing to centralize
design of all print products at five design studios. These studios will offer higher-quality
design that can be produced at many sites now and maximize the efficiencies of the new content
management system. Studios will be created in early 2011 in Asbury Park, NJ; Nashville, TN;
Louisville, KY; Des Moines, IA; and Phoenix, AZ.
A partnership with USA TODAY provides its branded content for use in community newspapers,
freeing local journalists for local reporting.
First place in the breaking news/small category.
Citation in the Best Use of Multimedia/Over 50,000 category for coverage of the flooding.
The Asbury Park (NJ) Press won the Public Service Award for its work on the property tax
system in New Jersey.
Two of the three finalists for Innovator of the Year Award were from Gannett: The Rochester
(NY) Democrat and Chronicle was cited for its Picture the Impossible augmented reality game
developed in partnership with the Rochester Institute of Technology; and the Statesman Journal
in Salem, OR, was cited for its extensive use of social networking in all types of reporting.
FLORIDA TODAY in Brevard won the Online Convergence Award for a multimedia package that
looked at the life of William Dillon, who spent 27 years behind bars for a crime he did not
commit. It combined a special Flash presentation, a 44-minute documentary and stories.
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
State
Circulation
Territory
City
Newspaper/Online site
Morning
Afternoon
Sunday
Founded
Alabama
Montgomery
34,121
43,194
1829
Arizona
Phoenix
332,577
483,495
1890
Arkansas
Mountain Home
9,354
1901
California
Palm Springs
40,214
46,115
1927
Salinas
10,324
1871
Visalia
20,465
1859
Colorado
Fort Collins
21,602
26,037
1873
Delaware
Wilmington
87,757
111,368
1871
Florida
Brevard County
66,758
87,964
1966
Fort Myers
67,492
89,333
1884
Pensacola
42,927
59,567
1889
Tallahassee
37,746
47,714
1905
Guam
Hagatna
18,179
16,592
1944
Indiana
Indianapolis
180,382
279,387
1903
Lafayette
27,843
36,188
1829
Muncie
22,656
28,687
1899
Richmond
10,568
15,873
1831
Iowa
Des Moines
111,193
204,573
1849
Iowa City
10,610
1860
Kentucky
Louisville
161,268
234,065
1868
Louisiana
Alexandria
22,038
27,593
1883
Lafayette
30,588
42,848
1865
Monroe
27,588
29,449
1890
Opelousas
5,963
7,300
1939
Shreveport
42,800
54,832
1871
Table of Contents
State
Circulation
Territory
City
Newspaper/Online site
Morning
Afternoon
Sunday
Founded
Maryland
Salisbury
18,284
23,226
1900
Michigan
Battle Creek
15,823
22,890
1900
Detroit
264,645
491,812
1832
Lansing
44,984
67,397
1855
Livingston County
12,229
16,656
1843
Port Huron
18,106
28,854
1900
Minnesota
St. Cloud
22,991
31,786
1861
Mississippi
Hattiesburg
12,939
16,112
1897
Jackson
63,655
76,679
1837
Missouri
Springfield
40,172
66,124
1893
Montana
Great Falls
27,664
29,835
1885
Nevada
Reno
43,706
54,564
1870
New Jersey
Asbury Park
112,765
159,716
1879
Bridgewater
18,437
22,218
1884
Cherry Hill
50,967
65,288
1875
East Brunswick
35,033
42,595
1879
Morristown
23,732
26,281
1900
Vineland
13,974
1864
New York
Binghamton
37,641
53,746
1904
Elmira
17,267
25,936
1828
Ithaca
11,994
1815
Poughkeepsie
28,577
38,464
1785
Rochester
122,823
177,445
1833
Westchester County
82,640
103,304
1829
North Carolina
Asheville
34,724
51,113
1870
Table of Contents
State
Circulation
Territory
City
Newspaper/Online site
Morning
Afternoon
Sunday
Founded
Ohio
Bucyrus
4,194
1923
Chillicothe
9,531
11,412
1800
Cincinnati
161,635
256,662
1841
Coshocton
4,508
5,262
1842
Fremont
7,349
1856
Lancaster
8,567
10,242
1807
Mansfield
19,294
28,268
1885
Marion
7,989
9,579
1880
Newark
12,775
15,513
1820
Port Clinton
3,430
1864
Zanesville
13,619
15,215
1852
Oregon
Salem
38,349
46,676
1851
South Carolina
Greenville
58,857
100,511
1874
South Dakota
Sioux Falls
35,789
54,682
1881
Tennessee
Clarksville
15,279
19,402
1808
Jackson
24,029
31,149
1848
Murfreesboro
11,944
16,275
1848
Nashville
130,657
202,781
1812
Utah
St. George
18,875
21,969
1963
Vermont
Burlington
32,504
42,239
1827
Virginia
McLean
1,817,405
1982
Staunton
14,648
16,813
1904
Wisconsin
Appleton
41,104
56,598
1853
Fond du Lac
10,984
14,202
1870
Green Bay
45,590
68,120
1915
Manitowoc
10,881
12,854
1898
Marshfield
8,811
1927
Oshkosh
15,360
20,603
1868
Sheboygan
15,131
19,443
1907
Stevens Point
8,571
1873
19,367
Wausau
16,810
23,297
1903
Wisconsin Rapids
8,612
1914
Table of Contents
Circulation
City
Newspaper/Online site
Monday-Friday
Saturday
Founded
Basildon
31,721
1969
Blackburn
25,746
23,825
1886
Bolton
24,845
20,858
1867
Bournemouth
28,044
31,129
1900
Bradford
29,115
27,504
1868
Brighton
26,599
25,271
1880
Colchester
18,084
1970
Darlington
44,308
42,867
1870
Glasgow
61,761
33,008
1876
Glasgow
54,163
59,199
1783
Newport
25,208
22,176
1892
Oxford
20,804
19,594
1928
Southampton
33,427
39,903
1888
Swindon
19,584
17,647
1854
Weymouth
17,858
19,374
1921
Worcester
15,253
14,601
1937
York
27,250
27,375
1882
Headquarters:
Chicago, IL
Sales offices:
Atlanta, GA; Boston, MA; Seattle, WA; Chicago, IL; Cincinnati, OH; Dallas, TX; Denver, CO; Detroit, MI; Edison, NJ; Houston, TX; Irvine, CA; Long Island, NY; Los Angeles; McLean, VA; Minneapolis, MN; Nashville, TN; New York, NY; Orlando, FL; Overland Park, KS; Philadelphia, PA; Phoenix, AZ; San Mateo, CA; Washington, DC
International offices:
Belgium; Canada; China; France; Germany; Greece; India; Italy; Netherlands; Spain; Sweden; United Kingdom
Headquarters and sales office:
Cincinnati, OH
Technology office:
Cedar Rapids, IA
Headquarters:
Conshohocken, PA
Sales offices:
Chicago, IL; Detroit, MI; Los Angeles, CA; New York, NY; San Francisco, CA
Headquarters:
Chicago, IL
Sales office:
Chicago, IL
Table of Contents
Weekly
State
City
Station/Online site
Channel/Network
Audience (a)
Founded
Arizona
Flagstaff
Channel 2/NBC
(b)
1970
Phoenix
Channel 12/NBC
1,276,000
1953
Arkansas
Little Rock
Channel 11/CBS
437,000
1955
California
Sacramento
Channel 10/ABC
887,000
1955
Colorado
Denver
Channel 20/MyNetworkTV
733,000
1988
KUSA-TV
Channel 9/NBC
1,223,000
1952
District of Columbia
Washington
Channel 9/CBS
1,826,000
1949
Florida
Jacksonville
Channel 25/ABC
434,000
1989
Channel 12/NBC
482,000
1957
Tampa-St. Petersburg
Channel 10/CBS
1,180,000
1965
Georgia
Atlanta
Channel 36/MyNetworkTV
1,111,000
1954
WXIA-TV
Channel 11/NBC
1,704,000
1948
Macon
Channel 13/CBS
203,000
1953
Maine
Bangor
Channel 2/NBC
108,000
1954
Portland
Channel 6/NBC
317,000
1953
Michigan
Grand Rapids
Channel 13/ABC
406,000
1962
Minnesota
Minneapolis-St. Paul
Channel 11/NBC
1,400,000
1953
Missouri
St. Louis
Channel 5/NBC
1,018,000
1947
New York
Buffalo
Channel 2/NBC
516,000
1954
North Carolina
Greensboro
Channel 2/CBS
597,000
1949
Ohio
Cleveland
Channel 3/NBC
1,150,000
1948
South Carolina
Columbia
Channel 19/CBS
287,000
1953
Tennessee
Knoxville
Channel 10/NBC
480,000
1956
Headquarters:
Chelmsford, MA
Advertising offices:
Chicago, IL; Dallas, TX; Los Angeles, CA; New York, NY; Toronto, Canada.
(a)
Weekly audience is number of TV households reached, according to the November 2010 Nielsen book.
(b)
Audience numbers fall below minimum reporting standards.
Table of Contents
Headquarters and editorial offices:
McLean, VA
Print sites:
Atlanta, GA; Brevard County, FL; Chandler, AZ; Columbia, SC; Denver, CO; Everett, WA;
Fort Lauderdale, FL; Houston, TX; Indianapolis, Ind; Kankakee, IL; Las Vegas, NV; Lawrence, KS;
Milwaukee, WI; Minneapolis, MN; Mobile, AL; Nashville, TN; Newark, OH; Norwood, MA; Plano, TX;
Rockaway, NJ; St. Louis, MO; Salisbury, NC; Salt Lake City, UT; San Bernardino, CA; San Jose, CA;
Springfield, VA; Sterling Heights, MI; Tampa, FL; Warrendale, PA; Wilmington, DE; Winston-Salem, NC
Advertising offices:
Atlanta, GA; Chicago, IL; Dallas, TX; Detroit, MI; Los Angeles, CA; McLean, VA; New York, NY; San Francisco, CA
Headquarters and editorial offices:
McLean, VA
Advertising offices:
Atlanta, GA; Chicago, IL; Dallas, TX; Detroit, MI; Los Angeles, CA; McLean, VA; New York, NY; San Francisco, CA
Headquarters and editorial offices:
McLean, VA
Advertising offices:
Chicago, IL; Detroit, MI; Los Angeles, CA; New York, NY; San Francisco, CA
Headquarters:
Bridgeville, PA
Headquarters:
Mountville, PA
Headquarters:
Falls Church, VA
Regional offices:
Dallas, TX; Hoffman Estates, IL; San Jose, CA
Publications:
Nursing Spectrum, NurseWeek, Today in PT, Today in OT
Headquarters:
Springfield, VA
Regional office:
Los Angeles, CA
Publications:
Army Times:
www.armytimes.com
, Navy Times:
www.navytimes.com
, Marine Corps Times:
www.marinecorpstimes.com
, Air Force Times:
www.airforcetimes.com
, Federal Times:
www.federaltimes.com
, Defense News:
www.defensenews.com
, Armed Forces Journal:
www.armedforcesjournal.com
, C4ISR Journal:
www.c4isrjournal.com
, Training and Simulation Journal:
www.tsjonline.com
, Military Times EDGE:
www.militarytimesedge.com
Headquarters:
Norfolk, VA
Regional offices:
Cincinnati, OH; Phoenix, AZ
Headquarters:
McLean, VA
Bureau:
Washington, DC
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
Headquarters:
Springfield, VA
Offset sites:
Atlanta, GA; Minneapolis, MN; Norwood, MA; St. Louis, MO; Springfield, VA
Headquarters:
Louisville, KY
www.bnqt.com;
www.careerbuilder.com;
www.highschoolsports.net;
www.metromix.com;
www.momslikeme.com;
www.reviewed.com;
www.usatoday.com
www.usaweekend.com
Table of Contents
ITEM 1A.
RISK FACTORS
Table of Contents
ITEM 1B.
UNRESOLVED STAFF COMMENTS
ITEM 2.
PROPERTIES
Table of Contents
ITEM 3.
LEGAL PROCEEDINGS
ITEM 4.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Table of Contents
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
47
48
49
50
51
52
53
54
55
56
57
58
59
60
61
62
63
64
65
66
67
68
69
70
71
72
73
74
75
76
77
78
79
80
81
ITEM 5.
MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Year
Quarter
Low
High
First
$
61.75
$
83.25
Second
$
59.25
$
72.13
Third
$
49.25
$
60.06
Fourth
$
48.69
$
63.06
First
$
56.50
$
67.74
Second
$
59.58
$
69.38
Third
$
55.55
$
69.11
Fourth
$
58.55
$
71.10
First
$
65.03
$
77.85
Second
$
71.50
$
79.87
Third
$
63.39
$
77.70
Fourth
$
66.62
$
79.20
First
$
67.68
$
75.10
Second
$
70.43
$
79.70
Third
$
75.86
$
79.18
Fourth
$
77.56
$
88.93
First
$
84.50
$
90.01
Second
$
84.95
$
91.00
Third
$
79.56
$
86.78
Fourth
$
78.99
$
85.62
First
$
78.43
$
82.41
Second
$
71.13
$
80.00
Third
$
66.25
$
74.80
Fourth
$
59.19
$
68.62
First
$
58.81
$
64.80
Second
$
53.22
$
60.92
Third
$
51.67
$
57.15
Fourth
$
55.92
$
61.25
First
$
55.76
$
63.11
Second
$
54.12
$
59.79
Third
$
43.70
$
55.40
Fourth
$
35.30
$
45.85
First
$
28.43
$
39.00
Second
$
21.79
$
30.75
Third
$
15.96
$
21.67
Fourth
$
6.09
$
17.05
First
$
1.95
$
9.30
Second
$
2.20
$
5.48
Third
$
3.18
$
10.14
Fourth
$
9.76
$
15.63
First
$
13.53
$
17.25
Second
$
13.73
$
18.67
Third
$
11.98
$
15.11
Fourth
$
11.76
$
15.78
First*
$
14.49
$
17.18
*
Through February 11, 2011
Table of Contents
2005
2006
2007
2008
2009
2010
100
101.89
67.76
15.42
29.65
30.47
100
115.79
122.16
76.96
97.33
111.99
100
98.27
67.70
17.55
37.96
37.50
Table of Contents
ITEM 6.
SELECTED FINANCIAL DATA
ITEM 7.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Become a leading digital destination for consumers and advertisers.
Create new business opportunities in the digital space through internal innovation,
acquisitions or affiliations. The company established a new Digital segment in 2008.
Transform its sales organization from transactional advertising to a culture of
customer-focused marketing solutions and ideas.
Create highly relevant content that delivers what consumers want and advertisers need to
engage with their audiences on multiple platforms.
Maintain strong financial discipline throughout its operations.
Maximize existing resources through efforts to enhance revenues and control or reduce costs.
For businesses that do not fit with the companys long-term strategic goals, a reallocation of
resources will be undertaken.
Strengthen the foundation of the company by finding, developing and retaining the best and
brightest employees through a robust Leadership and Diversity program.
Table of Contents
Fifty-two
Fifty-two
Fifty-two
weeks ended
weeks ended
weeks ended
Diluted Earnings Per Share
Dec. 26, 2010
Dec. 27, 2009
Dec. 28, 2008
$
2.35
$
1.49
$
(29.02
)
0.17
0.37
31.20
0.03
0.08
0.33
(0.10
)
(0.13
)
0.01
0.03
1.09
(0.11
)
0.10
(0.07
)
(0.11
)
$
2.44
(a)
$
1.85
(a)
$
3.40
(a)
Total per diluted share amount does not sum due to rounding.
Table of Contents
Q1
Q2
Q3
Q4
Full Year
(7
%)
(6
%)
(5
%)
(5
%)
(6
%)
(2
%)
8
%
10
%
5
%
5
%
17
%
20
%
22
%
27
%
22
%
(4
%)
(2
%)
0.0
%
0.4
%
(1
%)
Table of Contents
2010
2009
2008
$
32,710
$
103,390
$
127,968
(758
)
6,262
(33,753
)
(322
)
3,790
(20,626
)
21,195
Table of Contents
2010
Change
2009
Change
2008
$
5,439
(1
%)
$
5,510
(17
%)
$
6,640
$
4,439
(7
%)
$
4,791
(64
%)
$
13,368
$
1,000
39
%
$
719
***
$
(6,728
)
$
154
3
%
$
149
(72
%)
$
537
$
2.38
59
%
$
1.50
***
$
(29.02
)
$
2.35
58
%
$
1.49
***
$
(29.02
)
2010
Change
2009
(a)
Change
2008
(a)
$
4,439
(7
%)
$
4,791
(64
%)
$
13,368
$
(57
)
(57
%)
$
(133
)
(98
%)
$
(7,940
)
$
(12
)
(59
%)
$
(28
)
(75
%)
$
(115
)
$
***
$
40
(14
%)
$
47
$
4,370
(6
%)
$
4,669
(13
%)
$
5,359
(a)
Numbers do not sum due to rounding.
2010
Change
2009
(a)
Change
2008
$
154
3
%
$
149
(72
%)
$
537
$
(3
)
(71
%)
$
(9
)
(98
%)
$
(382
)
$
***
$
43
***
$
$
***
$
(28
)
***
$
$
***
$
***
$
26
$
151
(2
%)
$
154
(15
%)
$
181
(a)
Numbers do not sum due to rounding.
(b)
Includes interest expense, equity income in
unconsolidated investees and other non-operating
items.
Table of Contents
2010
(a)
Change
2009
Change
2008
$
1,000
39
%
$
719
***
$
(6,728
)
$
57
(57
%)
$
133
(98
%)
$
7,940
$
12
(59
%)
$
28
(75
%)
$
115
$
***
$
(40
)
(14
%)
$
(47
)
$
1,068
27
%
$
840
(34
%)
$
1,280
(a)
Numbers do not sum due to rounding.
Consolidated Summary-Non-GAAP Basis
2010
(a)
Change
2009
(a)
Change
2008
(a)
$
5,439
(1
%)
$
5,510
(17
%)
$
6,640
$
4,370
(6
%)
$
4,669
(13
%)
$
5,359
$
1,068
27
%
$
840
(34
%)
$
1,280
$
151
(2
%)
$
154
(15
%)
$
181
$
2.44
32
%
$
1.85
(46
%)
$
3.40
(a)
Numbers do not sum due to rounding.
2010
Change
2009
Change
2008
$
4,051
(6
%)
$
4,292
(23
%)
$
5,586
$
3,403
(10
%)
$
3,776
(70
%)
$
12,578
$
648
25
%
$
516
***
$
(6,992
)
2010
(a)
Change
2009
(a)
Change
2008
$
3,403
(10
%)
$
3,776
(70
%)
$
12,578
$
(36
)
(64
%)
$
(99
)
(99
%)
$
(7,915
)
$
(10
)
(64
%)
$
(27
)
(72
%)
$
(98
)
$
***
$
40
7
%
$
37
$
3,358
(9
%)
$
3,689
(20
%)
$
4,602
(a)
Numbers do not sum due to rounding.
Publishing Summary-Non-GAAP Basis
2010
Change
2009
Change
2008
$
4,051
(6
%)
$
4,292
(23
%)
$
5,586
$
3,358
(9
%)
$
3,689
(20
%)
$
4,602
$
693
15
%
$
603
(39
%)
$
984
2010
(a)
Change
2009
(a)
Change
2008
$
2,711
(6
%)
$
2,888
(29
%)
$
4,041
$
1,087
(5
%)
$
1,145
(4
%)
$
1,197
$
254
(2
%)
$
260
(25
%)
$
348
$
4,051
(6
%)
$
4,292
(23
%)
$
5,586
(a)
Numbers do not sum due to rounding.
Table of Contents
2010
Change
2009
Change
2008
$
1,384
(6
%)
$
1,480
(22
%)
$
1,896
$
501
(4
%)
$
522
(22
%)
$
670
$
826
(7
%)
$
886
(40
%)
$
1,475
$
2,711
(6
%)
$
2,888
(29
%)
$
4,041
Q1
Q2
Q3
Q4
(9
%)
(6
%)
(6
%)
(5
%)
(4
%)
(4
%)
1
%
(8
%)
(9
%)
(6
%)
(6
%)
(6
%)
(8
%)
(6
%)
(5
%)
(6
%)
Newsquest
Total Publishing
U.S. Publishing
(in pounds)
(constant currency)
(7
%)
(5
%)
(6
%)
(3
%)
(5
%)
(3
%)
(4
%)
(9
%)
(6
%)
(5
%)
(8
%)
(6
%)
Newsquest
Total Publishing
U.S. Publishing
(in pounds)
(constant currency)
5
%
(7
%)
3
%
3
%
(17
%)
(5
%)
(19
%)
1
%
(13
%)
(3
%)
(3
%)
(7
%)
(10
%)
(8
%)
(4
%)
(9
%)
(6
%)
Table of Contents
2010
Change
2009
Change
2008
3,700
(7
%)
3,969
(12
%)
4,495
229
(8
%)
249
(12
%)
283
3,929
(7
%)
4,218
(12
%)
4,778
4,845
(4
%)
5,030
(7
%)
5,396
Table of Contents
higher reported operating results at many of the companys larger domestic daily newspapers and
significantly lower newsprint expense;
higher reported operating results at Newsquest over 2009;
continued cost containment efforts throughout U.S. and U.K. operations; and
lower charges in 2010 from special items, particularly those related to facility consolidations
and asset impairment.
Table of Contents
lower operating results at most U.S. and U.K. properties as all ad revenue categories were
affected by difficult economic conditions. Operating results improved throughout the year and many
properties had increased operating income against last year in the fourth quarter;
ad revenue losses attributed to increased competition from other media, particularly the
Internet;
sharply lower newsprint usage and a decline in usage price led to significant savings;
favorable impact in 2009 of workforce restructuring actions;
furloughs in the first and second quarter for the majority of employees;
negative impact of currency translation at a lower rate in 2009; and
cost control efforts throughout U.S. and U.K. operations contributed to significant
year-over-year savings.
2010
Change
2009
Change
2008
$
618
5
%
$
586
***
$
281
$
535
(1
%)
$
543
***
$
262
$
83
93
%
$
43
***
$
19
Table of Contents
2010
(a)
Change
2009
Change
2008
$
770
22
%
$
631
(18
%)
$
773
$
440
6
%
$
415
(11
%)
$
467
$
329
52
%
$
216
(29
%)
$
306
(a)
Numbers do not sum due to rounding.
Table of Contents
2010
Change
2009
Change
2008
$
2,980
(8
%)
$
3,230
(18
%)
$
3,916
$
1,188
$
1,187
(5
%)
$
1,253
$
183
(12
%)
$
208
(9
%)
$
228
$
31
(5
%)
$
33
6
%
$
31
$
57
(57
%)
$
133
(98
%)
$
7,940
$
4,439
(7
%)
$
4,791
(64
%)
$
13,368
2010
Change
2009
(a)
Change
2008
(a)
$
4,439
(7
%)
$
4,791
(64
%)
$
13,368
$
(57
)
(57
%)
$
(133
)
(98
%)
$
(7,940
)
$
(12
)
(59
%)
$
(28
)
(75
%)
$
(115
)
$
***
$
40
(14
%)
$
47
$
4,370
(6
%)
$
4,669
(13
%)
$
5,359
(a)
Numbers do not sum due to rounding.
2010
2009
2008
48.2
%
47.4
%
47.8
%
12.2
%
13.4
%
16.8
%
Table of Contents
Table of Contents
2010
Change
2009
Change
2008
$
567
61
%
$
351
***
$
(6,627
)
$
2.35
58
%
$
1.49
***
$
(29.02
)
2010
Change
2009
Change
2008
$
591
35
%
$
438
(44
%)
$
775
$
2.44
32
%
$
1.85
(46
%)
$
3.40
2010
Change
2009
C
hange
2008
$
(322
)
***
$
3,790
***
$
(20,626
)
***
$
0.02
***
$
(0.09
)
$
21,195
***
***
$
0.08
***
***
2010
Change
2009
Change
2008
$
588
66
%
$
355
***
$
(6,648
)
$
2.47
63
%
$
1.52
***
$
(29.11
)
$
2.43
61
%
$
1.51
***
$
(29.11
)
Table of Contents
2010
2009
2008
1.3-to-1
1.2-to-1
1.1-to-1
7.4
6.9
7.4
5.1
4.5
5.7
Dec. 26, 2010
Dec. 27, 2009
$
433,196
$
432,648
180,000
230,000
306,397
306,260
221,000
1,381,000
246,924
246,304
58,007
56,684
247,535
165,950
162,531
246,830
246,524
246,403
$
2,352,242
$
3,061,951
Table of Contents
Table of Contents
$
306,397
1,081,120
305,542
165,950
246,830
246,403
$
2,352,242
(1)
Notes and term loan due of $613 million are assumed to be repaid with funds from revolving
credit agreements.
(2)
Notes due of $247 million plus $834 million as deemed as due under the revolving credit
agreements.
Table of Contents
Contractual obligations
Payments due by period
In millions of dollars
Total
2011
2012-13
2014-15
Thereafter
$
3,083
$
147
$
802
$
1,344
$
790
267
55
81
55
76
390
159
143
76
12
112
10
67
35
418
98
73
72
175
$
4,270
$
469
$
1,166
$
1,582
$
1,053
(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 and assume term debt is outstanding for the life of the revolving credit agreements.
(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. 26, 2010, are reflected in the
consolidated balance sheets as accounts payable and accrued liabilities and are excluded from
the table above.
(4)
Programming contracts include television station commitments to purchase programming to be
produced in future years.
(5)
Other long-term liabilities primarily consist of amounts expected to be paid related to
under-funded postretirement benefit plans.
Table of Contents
Cash dividends
Payment date
Per share
4th Quarter
Jan. 3, 2011
$
.04
3rd Quarter
Oct. 1, 2010
$
.04
2nd Quarter
July 1, 2010
$
.04
1st Quarter
April 1, 2010
$
.04
4th Quarter
Jan. 4, 2010
$
.04
3rd Quarter
Oct. 1, 2009
$
.04
2nd Quarter
July 1, 2009
$
.04
1st Quarter
April 1, 2009
$
.04
ITEM 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Table of Contents
ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Page
FINANCIAL STATEMENTS
49
50
52
53
54
55
SUPPLEMENTARY DATA
80
FINANCIAL STATEMENT SCHEDULE
82
OTHER INFORMATION
78
*
All other schedules prescribed under Regulation S-X are omitted because they are not applicable
or not required.
Table of Contents
February 23, 2011
Table of Contents
Assets
Dec. 26, 2010
Dec. 27, 2009
$
183,014
$
98,795
717,377
759,934
30,746
20,557
72,025
63,752
21,254
19,577
95,064
86,427
19,654
1,139,134
1,049,042
172,786
203,937
1,366,361
1,426,150
2,615,796
2,782,595
15,797
16,177
4,170,740
4,428,859
(2,412,629
)
(2,457,041
)
1,758,111
1,971,818
2,836,960
2,854,247
518,797
565,610
170,385
302,360
393,457
405,355
3,919,599
4,127,572
$
6,816,844
$
7,148,432
Table of Contents
Liabilities and equity
Dec. 26, 2010
Dec. 27, 2009
$
200,827
$
216,721
32,125
35,864
150,926
143,182
26,738
25,281
217,278
201,711
9,680
9,703
31,565
45,085
224,047
222,556
893,186
900,103
137,497
206,115
2,352,242
3,061,951
168,322
185,433
619,340
708,133
228,008
260,918
4,398,595
5,322,653
84,176
78,304
Commitments and contingent liabilities (see Note 12)
324,419
324,419
630,316
629,714
6,874,641
6,324,586
(365,334
)
(316,832
)
7,464,042
6,961,887
(5,300,288
)
(5,357,962
)
2,163,754
1,603,925
170,319
143,550
2,334,073
1,747,475
$
6,816,844
$
7,148,432
Table of Contents
Fiscal year ended
Dec. 26, 2010
Dec. 27, 2009
Dec. 28, 2008
$
2,710,524
$
2,888,034
$
4,040,890
1,086,702
1,144,539
1,196,745
618,259
586,174
281,378
769,580
631,085
772,533
253,613
259,771
348,136
5,438,678
5,509,603
6,639,682
2,980,465
3,230,176
3,915,549
1,187,633
1,186,970
1,253,008
182,514
207,652
228,259
31,362
32,983
31,211
57,009
132,904
7,939,563
4,438,983
4,790,685
13,367,590
999,695
718,918
(6,727,908
)
19,140
3,927
(374,925
)
(172,986
)
(175,745
)
(190,839
)
111
22,799
28,430
(153,735
)
(149,019
)
(537,334
)
845,960
569,899
(7,265,242
)
244,013
191,328
(645,273
)
601,947
378,571
(6,619,969
)
(322
)
3,790
(20,626
)
21,195
622,820
382,361
(6,640,595
)
(34,619
)
(27,091
)
(6,970
)
$
588,201
$
355,270
$
(6,647,565
)
$
567,328
$
351,480
$
(6,626,939
)
(322
)
3,790
(20,626
)
21,195
$
588,201
$
355,270
$
(6,647,565
)
$
2.38
$
1.50
$
(29.02
)
0.02
(0.09
)
0.09
$
2.47
$
1.52
$
(29.11
)
$
2.35
$
1.49
$
(29.02
)
0.02
(0.09
)
0.08
$
2.43
$
1.51
$
(29.11
)
Table of Contents
Fiscal year ended
Dec. 26, 2010
Dec. 27, 2009
Dec. 28, 2008
$
622,820
$
382,361
$
(6,640,595
)
(42,746
)
(21,195
)
183,322
209,826
230,987
31,362
32,983
31,211
57,009
160,939
7,976,418
32,707
25,373
22,646
150,363
54,213
(801,988
)
(124,864
)
(12,563
)
(66,260
)
(19,140
)
(3,927
)
374,925
(3,996
)
14,668
(54,996
)
34,909
105,184
132,143
(5,182
)
26,951
16,285
(10,434
)
56,768
(26,856
)
(15,199
)
(66,765
)
50,256
(98,270
)
64,526
(165,700
)
4,745
(50,300
)
(24,375
)
(46,073
)
(90,911
)
(38,756
)
772,884
866,580
1,015,345
(69,070
)
(67,737
)
(165,000
)
(15,164
)
(9,581
)
(168,570
)
(10,984
)
(9,674
)
(46,779
)
45,478
20,461
29,049
112,706
31,908
78,541
62,966
(34,623
)
(272,759
)
(1,160,000
)
(526,000
)
1,907,000
493,743
492,618
280,000
(833,876
)
(50,000
)
(680,505
)
(1,628,458
)
(38,216
)
(119,328
)
(366,748
)
(72,764
)
3,214
402
(200
)
(751,259
)
(832,813
)
(715,046
)
(372
)
702
(5,840
)
84,219
(154
)
21,700
98,795
98,949
77,249
$
183,014
$
98,795
$
98,949
Table of Contents
Gannett Co., Inc. Shareholders Equity
Fiscal years ended
Common
Accumulated
December 28, 2008,
stock
Additional
other
December 27, 2009,
$1 par
paid-in
Retained
comprehensive
Treasury
Noncontrolling
and December 26, 2010
value
capital
earnings
income (loss)
stock
Interests
Total
$
324,419
$
721,205
$
13,019,143
$
430,891
$
(5,478,499
)
$
340
$
9,017,499
(6,647,565
)
6,970
(6,640,595
)
(1,736
)
(1,736
)
(421,845
)
(421,845
)
3,445
3,445
(481,743
)
(481,743
)
1,330
1,330
(7,541,144
)
(364,825
)
(364,825
)
111,902
111,902
(72,764
)
(72,764
)
22,646
22,646
(652
)
2,026
1,374
$
324,419
$
743,199
$
6,006,753
$
(469,252
)
$
(5,549,237
)
$
118,806
$
1,174,688
355,270
27,091
382,361
(5,463
)
(5,463
)
60,934
60,934
5,075
5,075
84,355
84,355
2,056
3,116
5,172
532,434
(37,437
)
(37,437
)
(678
)
986
308
25,373
25,373
(139,919
)
185,444
45,525
94
94
1,645
4,845
6,490
$
324,419
$
629,714
$
6,324,586
$
(316,832
)
$
(5,357,962
)
$
143,550
$
1,747,475
588,201
34,619
622,820
(5,872
)
(5,872
)
(21,527
)
(21,527
)
(27,280
)
(27,280
)
305
(2,793
)
(2,488
)
565,653
(38,146
)
(38,146
)
815
815
(6,153
)
8,131
1,978
32,707
32,707
(22,227
)
45,094
22,867
1,236
1,236
(4,961
)
4,449
(512
)
$
324,419
$
630,316
$
6,874,641
$
(365,334
)
$
(5,300,288
)
$
170,319
$
2,334,073
Table of Contents
Table of Contents
Table of Contents
2010
2009
2008
$
32,710
$
103,390
$
127,968
(758
)
6,262
(33,753
)
(322
)
3,790
(20,626
)
21,195
Table of Contents
2010
Pre-Tax
After-Tax
Per Share
Amount
Amount
(a)
Amount
(a)
$
11
$
11
$
0.04
11
11
0.04
17
12
0.05
2
1
19
13
0.06
15
9
0.04
4
2
0.01
19
12
0.05
3
2
0.01
5
3
0.01
8
5
0.02
$
57
$
41
$
0.17
3
2
0.01
$
60
$
43
$
0.18
(a)
2009
Pre-Tax
After-Tax
Per Share
Amount
Amount
(a)
Amount
$
17
$
10
$
0.04
16
16
0.07
33
26
0.11
9
5
0.02
9
5
0.02
76
47
0.20
3
2
0.01
79
50
0.21
7
4
0.02
5
3
0.01
12
7
0.03
$
133
$
88
$
0.37
28
24
0.10
9
7
0.03
$
170
$
119
$
0.50
(a)
Table of Contents
2008
Pre-Tax
After-Tax
Per Share
Amount
(a)
Amount
(a)
Amount
(a)
$
7,448
$
6,812
$
29.83
10
6
0.03
7,458
6,818
29.86
232
150
0.66
2
1
233
151
0.66
218
137
0.60
2
1
1
1
221
138
0.61
17
11
0.05
3
2
0.01
7
4
0.02
27
17
0.08
$
7,940
$
7,124
$
31.20
382
251
1.10
(4
)
(3
)
(0.01
)
$
8,317
$
7,372
$
32.29
(a)
Table of Contents
Table of Contents
Accumulated
Gross
Amortization
Net
$
2,836,960
$
$
2,836,960
92,673
92,673
255,304
255,304
311,646
166,068
145,578
56,628
31,386
25,242
$
3,553,211
$
197,454
$
3,355,757
$
2,854,247
$
$
2,854,247
110,319
110,319
255,304
255,304
311,840
141,902
169,938
58,329
28,280
30,049
$
3,590,039
$
170,182
$
3,419,857
Table of Contents
Publishing
Digital
Broadcasting
Total
$
7,473,542
$
670,593
$
1,617,967
$
9,762,102
(6,879,214
)
(10,000
)
(6,889,214
)
$
594,328
$
660,593
$
1,617,967
$
2,872,888
1,534
(1,735
)
(201
)
(17,000
)
(16,000
)
(33,000
)
(6,039
)
(6,039
)
18,019
2,118
462
20,599
$
590,842
$
644,976
$
1,618,429
$
2,854,247
7,692,437
670,976
1,618,429
9,981,842
(7,101,595
)
(26,000
)
(7,127,595
)
$
590,842
$
644,976
$
1,618,429
$
2,854,247
1,476
10,072
11,548
(10,603
)
(10,603
)
(5,927
)
(5,927
)
(6,918
)
(5,521
)
134
(12,305
)
$
579,473
$
638,924
$
1,618,563
$
2,836,960
7,599,030
675,527
1,618,563
9,893,120
(7,019,557
)
(36,603
)
(7,056,160
)
$
579,473
$
638,924
$
1,618,563
$
2,836,960
2010
2009
2008
$
195,253
$
78,856
$
306,074
$
171,537
$
177,899
$
188,385
% Owned
13.50
%
19.49
%
19.67
%
19.90
%
23.60
%
25.00
%
27.51
%
28.15
%
31.35
%
33.33
%
33.71
%
40.64
%
50.00
%
50.00
%
Table of Contents
Dec. 26, 2010
Dec. 27, 2009
$
433,196
$
432,648
180,000
230,000
306,397
306,260
221,000
1,381,000
246,924
246,304
58,007
56,684
247,535
165,950
162,531
246,830
246,524
246,403
$
2,352,242
$
3,061,951
Table of Contents
Table of Contents
$
306,397
1,081,120
305,542
165,950
246,830
246,403
$
2,352,242
(1)
Notes and term loan due of $613 million are assumed to be repaid with funds from revolving
credit agreements.
(2)
Notes due of $247 million plus $834 million as deemed as due under the revolving credit
agreements.
2010
2009
2008
$
14,829
$
14,439
$
64,563
176,738
178,646
207,758
(191,614
)
(171,472
)
(266,079
)
6,731
1,641
(9,682
)
46,870
48,541
23,465
53,554
71,795
20,025
(3,840
)
(46,463
)
(39,159
)
4,168
3,990
5,146
5,002
$
53,704
$
37,782
$
(17,268
)
Table of Contents
Dec. 26, 2010
Dec. 27, 2009
$
3,088,364
$
3,060,287
14,829
14,439
176,738
178,646
7,595
11,497
189,382
172,717
(24,259
)
51,823
(218,362
)
(275,575
)
(16,410
)
(125,470
)
$
3,217,877
$
3,088,364
$
2,375,767
$
2,168,559
269,263
427,299
7,595
11,497
174,578
45,199
(218,362
)
(275,575
)
(46,968
)
(20,113
)
45,756
$
2,588,728
$
2,375,767
$
(629,149
)
$
(712,597
)
$
4,140
$
7,682
$
(13,949
)
$
(12,146
)
$
(619,340
)
$
(708,133
)
Fair Value of
Benefit
Funded
Plan Assets
Obligation
Status
$
1,926,834
$
2,272,349
$
(345,515
)
195,326
(195,326
)
588,105
679,284
(91,179
)
73,789
70,918
2,871
$
2,588,728
$
3,217,877
$
(629,149
)
$
(111,732
)
16,410
(583
)
46,870
6,731
5,531
$
(36,773
)
2010
2009
2008
5.88
%
6.26
%
6.23
%
8.75
%
8.75
%
8.75
%
2.88
%
2.54
%
4.00
%
Dec. 26, 2010
Dec. 27, 2009
5.49
%
5.90
%
2.95
%
2.69
%
Dec. 26, 2010
Dec. 27, 2009
$
3,123,535
$
3,017,124
$
2,514,939
$
2,307,328
Dec. 26, 2010
Dec. 27, 2009
$
3,148,228
$
3,027,606
$
2,514,939
$
2,307,328
Table of Contents
Target Allocation
Allocation of Plan Assets
2011
2010
2009
59
%
47
%
43
%
30
47
50
11
6
7
100
%
100
%
100
%
$
204,879
$
208,472
$
210,861
$
215,144
$
217,409
$
1,106,088
2010
2009
2008
$
713
$
1,405
$
1,634
10,606
13,339
14,013
(19,377
)
(15,689
)
(15,560
)
4,949
4,695
4,752
$
(3,109
)
$
3,750
$
4,839
$
$
$
1,307
Dec. 26, 2010
Dec. 27, 2009
$
208,213
$
244,190
713
1,405
10,606
13,339
11,708
10,429
(677
)
(19,853
)
(6,121
)
(7,799
)
(35,658
)
(35,856
)
2,498
2,358
$
191,282
$
208,213
$
$
23,950
25,427
11,708
10,429
(35,658
)
(35,856
)
$
$
$
191,282
$
208,213
$
22,960
$
22,780
$
168,322
$
185,433
Table of Contents
$
5,637
677
4,949
(19,377
)
$
(8,114
)
2010
2009
2008
5.80
%
6.15
%
6.13
%
6.50
%
7.00
%
8.00
%
5.00
%
5.00
%
5.00
%
2014
2014
2014
Dec. 26, 2010
Dec. 27, 2009
5.30
%
5.80
%
6.50
%
7.00
%
5.00
%
5.00
%
2014
2014
In thousands of dollars
Benefit Payments
Subsidy Benefits
$
22,959
$
2,508
$
20,967
$
2,398
$
20,158
$
2,359
$
19,825
$
2,299
$
19,032
$
2,217
$
80,032
$
9,639
2010
Current
Deferred
Total
$
135,442
$
129,829
$
265,271
(51,252
)
19,150
(32,102
)
9,460
1,384
10,844
$
93,650
$
150,363
$
244,013
2009
Current
Deferred
Total
$
90,374
$
53,153
$
143,527
23,846
9,920
33,766
22,895
(8,860
)
14,035
$
137,115
$
54,213
$
191,328
2008
Current
Deferred
Total
$
195,827
$
(624,379
)
$
(428,552
)
(25,519
)
(150,798
)
(176,317
)
(13,593
)
(26,811
)
(40,404
)
$
156,715
$
(801,988
)
$
(645,273
)
2010
2009
2008
$
729,485
$
484,316
$
(4,718,428
)
81,856
58,492
(2,553,784
)
$
811,341
$
542,808
$
(7,272,212
)
Fiscal year
2010
2009
2008
35.0
%
35.0
%
35.0
%
0.6
1.4
(28.0
)
3.5
3.5
3.1
(2.7
)
(3.3
)
(2.0
)
(7.2
)
(0.7
)
0.5
0.9
(0.7
)
0.3
30.1
%
35.2
%
8.9
%
Table of Contents
Dec. 26, 2010
Dec. 27, 2009
$
309,477
$
317,547
59,709
6,547
27,600
36,143
396,786
360,237
98,005
112,339
239,120
270,403
75,607
83,859
46,856
73,736
65,874
79,471
62,963
62,366
588,425
682,174
191,639
321,937
21,254
19,577
$
170,385
$
302,360
Change in unrecognized tax benefits
Dec. 26, 2010
Dec. 27, 2009
$
191,715
$
182,025
20,234
19,455
24,015
14,462
(37,869
)
(16,959
)
(3,307
)
(3,140
)
(41,257
)
(4,128
)
$
153,531
$
191,715
Table of Contents
2010
2009
2008
$
588,201
$
355,270
$
(6,647,565
)
238,230
233,683
228,345
1,354
723
1,720
1,117
301
504
241,605
236,027
228,345
$
2.47
$
1.52
$
(29.11
)
$
2.43
$
1.51
$
(29.11
)
Table of Contents
2010
2009
2008
4.5 yrs.
4.5 yrs.
4.5 yrs.
59.41 62.24%
38.67 59.18%
17.51 34.63%
61.01%
48.73%
28.60%
1.51 2.65%
1.97 2.63%
1.55 3.25%
1.00%
1.00 2.20%
4.20 13.30%
1.00%
1.20%
9.91%
2010
2009
2008
$
18,810
$
12,578
$
13,097
13,897
12,795
9,549
32,707
25,373
22,646
12,429
9,641
8,605
$
20,278
$
15,732
$
14,041
$
.08
$
.07
$
.06
Table of Contents
Weighted
average
Weighted
remaining
average
contractual
Aggregate
exercise
term
intrinsic
2010 Stock Option Activity
Shares
price
(in years)
value
25,243,251
$
58.68
4.1
$
33,560,103
3,451,481
$
15.23
(332,060
)
$
6.00
(4,713,382
)
$
63.70
23,649,290
$
52.08
3.9
$
28,819,223
17,075,622
$
66.48
2.8
$
8,698,148
$
7.22
Weighted
average
Weighted
remaining
average
contractual
Aggregate
exercise
term
intrinsic
2009 Stock Option Activity
Shares
price
(in years)
value
27,106,695
$
66.58
4.3
$
68,360
3,171,867
$
8.00
(44,250
)
$
7.53
(4,991,061
)
$
69.83
25,243,251
$
58.68
4.1
$
33,560,103
19,788,317
$
69.76
3.3
$
3,662,795
$
3.41
Weighted
average
Weighted
remaining
average
contractual
Aggregate
exercise
term
intrinsic
2008 Stock Option Activity
Shares
price
(in years)
value
27,933,353
$
70.88
4.8
$
1,406,344
2,181,083
$
16.62
(3,007,741
)
$
70.31
27,106,695
$
66.58
4.3
$
68,360
23,201,201
$
71.74
3.9
$
1.33
Weighted
average
2010 Restricted Stock and RSU Activity
Shares
fair value
3,293,293
$
13.62
1,934,351
$
14.91
(490,716
)
$
31.94
(315,491
)
$
12.97
4,421,437
$
12.19
Weighted
average
2009 Restricted Stock and RSU Activity
Shares
fair value
2,241,190
$
19.47
1,714,633
$
11.63
(445,084
)
$
30.67
(217,446
)
$
23.35
3,293,293
$
13.62
Weighted
average
2008 Restricted Stock and RSU Activity
Shares
fair value
1,041,222
$
47.89
1,479,277
$
2.26
(194,048
)
$
11.36
(85,261
)
$
44.33
2,241,190
$
19.47
Table of Contents
$
55,015
45,319
36,055
30,243
24,777
75,562
$
266,971
Level 1
- Quoted market prices in active markets for identical assets or liabilities;
Level 2
- Inputs other than Level 1 inputs that are either directly or indirectly observable; and
Level 3
- Unobservable inputs developed using estimates and assumptions developed by the company,
which reflect those that a market participant would use.
Level 1
Level 2
Level 3
Total
$
15,976
$
$
$
15,976
26,902
26,902
Table of Contents
Level 1
Level 2
Level 3
Total
$
21,757
$
$
$
21,757
24,800
27,202
52,002
Level 1
Level 2
Level 3
Total
$
$
182,524
$
$
182,524
30,841
1,526
32,367
169,410
5,896
175,306
676,777
1,338
678,115
90,344
90,344
60,005
661,180
721,185
208,023
5,398
213,421
106,947
106,947
117,698
117,698
77,851
163,349
241,200
500
84,641
104
85,245
$
945,305
$
1,320,130
$
378,917
$
2,644,352
Level 1
Level 2
Level 3
Total
$
(2,521
)
$
(87,260
)
$
(453
)
$
(90,234
)
$
(2,521
)
$
(87,260
)
$
(453
)
$
(90,234
)
12,885
21,725
$
34,610
$
955,669
$
1,254,595
$
378,464
$
2,588,728
(a)
The company uses a Dec. 31 measurement date for its retirement plans.
Level 1
Level 2
Level 3
Total
$
$
235,863
$
3,437
$
239,300
31,314
31,314
178,475
15,191
193,666
559,886
559,886
91,765
91,765
10,916
447,227
458,143
328,404
2,083
330,487
111,575
111,575
95,965
95,965
73,573
173,559
247,132
500
1,574
1,865
3,939
$
899,706
$
1,081,684
$
381,782
$
2,363,172
Level 1
Level 2
Level 3
Total
$
(2,615
)
$
(6,100
)
$
(3
)
$
(8,718
)
(120,747
)
(120,747
)
$
(2,615
)
$
(126,847
)
$
(3
)
$
(129,465
)
14,730
127,330
$
142,060
$
911,821
$
1,082,167
$
381,779
$
2,375,767
(a)
The company uses a Dec. 31 measurement date for its retirement plans.
Table of Contents
Actual Return on Plan Assets
Balance at
Relating to
Relating to
Purchases,
Transfers in
beginning
assets still held
assets sold during
sales, and
and/or out
Balance at
of year
at report date
the period
settlements
of Level 3
(1)
end of year
$
3,437
$
$
(17
)
$
(3,420
)
$
$
9
1,517
1,526
15,191
466
7
(7,816
)
(1,952
)
5,896
91,765
670
(2,091
)
90,344
95,965
22,273
(5,767
)
5,227
117,698
173,559
17,032
(27,242
)
163,349
1,865
(228
)
(89
)
(1,444
)
104
$
381,782
$
40,222
$
(99
)
$
(46,263
)
$
3,275
$
378,917
$
(3
)
$
(453
)
$
11
$
(8
)
$
$
(453
)
(1)
The companys policy is to recognize transfers in and transfers out as of the beginning of the
reporting period.
Table of Contents
Actual Return on Plan Assets
Balance at
Relating to
Relating to
Purchases,
Transfers in
beginning
assets still held
assets sold during
sales, and
and/or out
Balance at
of year
at report date
the period
settlements
of Level 3
(1)
end of year
$
2,974
$
486
$
$
(23
)
$
$
3,437
15,715
5,469
2,023
(1,513
)
(6,503
)
15,191
283
(283
)
94,723
(9,073
)
6,115
91,765
134,222
369
10,173
(48,799
)
95,965
141,801
11,533
15,583
4,642
173,559
17,529
82
(2,008
)
(11,763
)
(1,975
)
1,865
$
407,247
$
8,866
$
25,771
$
(51,624
)
$
(8,478
)
$
381,782
$
(34,332
)
$
170
$
8,954
$
21,708
$
3,497
$
(3
)
(1)
The companys policy is to recognize transfers in and transfers out as of the beginning of the
reporting period.
Level 1
Level 2
Level 3
Total:
$
$
$
9,266
$
9,266
Level 1
Level 2
Level 3
Total:
$
$
$
5,719
$
5,719
12,495
12,495
36,929
36,929
8,481
8,481
29,974
29,974
Table of Contents
2010
2009
2008
$
4,050,839
$
4,292,344
$
5,585,771
618,259
586,174
281,378
769,580
631,085
772,533
$
5,438,678
$
5,509,603
$
6,639,682
$
647,741
$
516,328
$
(6,991,934
)
83,355
43,295
18,934
329,245
216,101
306,354
(60,646
)
(56,806
)
(61,262
)
$
999,695
$
718,918
$
(6,727,908
)
$
170,073
$
255,733
$
8,107,435
43,313
59,489
31,950
40,460
42,640
42,520
17,039
15,677
17,128
$
270,885
$
373,539
$
8,199,033
$
19,337
$
4,010
$
(365,371
)
(197
)
(83
)
(9,554
)
$
19,140
$
3,927
$
(374,925
)
$
3,162,655
$
3,417,026
$
4,038,015
1,057,898
1,139,266
1,096,026
2,003,929
2,058,415
2,153,257
592,362
533,725
509,516
$
6,816,844
$
7,148,432
$
7,796,814
$
36,776
$
44,935
$
104,804
11,883
8,232
5,445
19,694
13,656
52,706
717
914
2,045
$
69,070
$
67,737
$
165,000
(1)
Corporate amounts represent those not directly related to the companys three business
segments.
(2)
Results for 2010 include pre-tax facility consolidation and asset impairment charges of $36
million for publishing, $13 million for digital and $8 million for broadcasting. Results for 2009
include pre-tax facility consolidation and asset impairment charges of $99 million for publishing,
$25 million for digital and $9 million for broadcasting.
Results for 2008 include pre-tax facility consolidation and asset impairment charges of $7.92
billion for publishing, $15 million for digital, $8 million for broadcasting, and $1 million for
corporate. The asset impairment charges did not affect the companys operations or cash flow.
Refer to Notes 3 and 4 of the Consolidated Financial Statements for more information.
Table of Contents
In thousands of dollars, except per share amounts
2010
2009
2008
2007
2006
$
2,710,524
$
2,888,034
$
4,040,890
$
4,813,785
$
5,142,644
1,086,702
1,144,539
1,196,745
1,232,835
1,260,085
618,259
586,174
281,378
70,347
52,773
769,580
631,085
772,533
789,297
854,821
253,613
259,771
348,136
387,131
382,146
5,438,678
5,509,603
6,639,682
7,293,395
7,692,469
4,168,098
4,417,146
5,168,557
5,303,163
5,540,713
182,514
207,652
228,259
241,991
233,168
31,362
32,983
31,211
36,086
33,989
57,009
132,904
7,939,563
72,030
4,438,983
4,790,685
13,367,590
5,653,270
5,807,870
999,695
718,918
(6,727,908
)
1,640,125
1,884,599
19,140
3,927
(374,925
)
40,693
38,044
(172,986
)
(175,745
)
(190,839
)
(259,822
)
(288,042
)
111
22,799
28,430
18,648
29,636
(153,735
)
(149,019
)
(537,334
)
(200,481
)
(220,362
)
845,960
569,899
(7,265,242
)
1,439,644
1,664,237
244,013
191,328
(645,273
)
469,084
536,435
601,947
378,571
(6,619,969
)
970,560
1,127,802
(34,619
)
(27,091
)
(6,970
)
(1,535
)
(2,149
)
$
567,328
$
351,480
$
(6,626,939
)
$
969,025
$
1,125,653
$
2.38
$
1.50
$
(29.02
)
$
4.16
$
4.76
$
2.35
$
1.49
$
(29.02
)
$
4.15
$
4.75
$
0.16
$
0.16
$
1.60
$
1.42
$
1.20
238,230
233,683
228,345
233,148
236,337
241,605
236,027
228,345
233,740
236,756
$
2,352,242
$
3,061,951
$
3,816,942
$
4,098,338
$
5,210,021
$
84,176
$
78,304
$
72,840
$
$
$
2,163,754
$
1,603,925
$
1,055,882
$
9,017,159
$
8,382,263
$
6,816,844
$
7,148,432
$
7,796,814
$
15,887,727
$
16,223,804
$
816,308
$
809,630
$
832,615
$
1,174,476
$
1,294,495
30.1
%
26.7
%
(132.0
%)
11.3
%
14.6
%
58.7
%
(105.2
%)
(797.6
%)
(12.6
%)
(1.7
%)
57.7
%
(105.1
%)
(799.3
%)
(12.6
%)
(1.5
%)
0.0
%
(90.0
%)
12.7
%
18.3
%
7.1
%
1.97
X
2.63
X
2.56
X
6.2
X
4.8
X
6.7
X
6.8
X
6.5
X
(1)
See page 79 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.
(2)
Calculated using income from continuing operations attributable to Gannett Co., Inc. plus
earnings from discontinued operations (but excluding the gains in 2010 and 2007 on the disposals of
discontinued operations).
(3)
The senior leverage ratio is calculated in accordance with the companys revolving credit
agreements and term loan agreement. Currently, the company is required to maintain a senior
leverage ratio of less than 3.5X. Due to the absence of this financial covenant in 2006-2007, data
for those years is not presented. These agreements are described more fully on page 44 in
Managements Discussion and Analysis of Financial Condition and Results of Operations. More
information regarding the computation can be found in Exhibits 10.3, 10.4, and 10.5 to the Form
10-Q for the quarterly period ended Sept. 28, 2008, filed on Nov. 6, 2008.
(4)
Calculated using operating income adjusted to remove the effect of certain special items. These
special items are described more fully on page 30 in Managements Discussion and Analysis of
Financial Condition and Results of Operations.
Table of Contents
Year acquired
Name
Location
Publication times or business
KTVD-TV
Denver, CO
TV station
WATL-TV
Atlanta, GA
TV station
Planet Discover
Cedar Rapids, IA
Local, integrated online search and advertising technology
Fort Mitchell, KY
Marco Island Sun Times
Marco Island, FL
Weekly newspaper
FS View & Florida Flambeau
Tallahassee, FL
Independent student newspaper of Florida State University
Central Florida Future
Orlando, FL
Independent student newspaper of the University of Central Florida
Central Ohio Advertiser Network
Chillicothe, OH
A network of eight weekly shoppers with the Advertiser brand
Schedule Star LLC
Wheeling, WV
Online high school sports network
X.com, Inc. (BNQT.com)
Pasadena, CA
Action sports web site
ShopLocal
Chicago, IL
Marketing and database services company
CareerBuilder
Chicago, IL, Atlanta, GA
Job search, employment and careersweb site
Pearls Review
St. Petersburg, FL
A nursing certification and education web site
CareerSite.biz Limited
U.K.
Online recruitment niche sites focusing on nursing and rail workers
Year disposed
Name
Location
Publication times or business
Muskogee Phoenix (1)
Muskogee, OK
Daily newspaper
Chronicle Tribune (1)
Marion, IN
Daily newspaper
Norwich Bulletin
Norwich, CT
Daily newspaper
Rockford Register Star
Rockford, IL
Daily newspaper
The Herald-Dispatch
Huntington, WV
Daily newspaper
Observer-Dispatch
Utica, NY
Daily newspaper
Telematch
Springfield, VA
Database marketing services company
Southernprint Limited
U.K.
Commercial printing
The Honolulu Advertiser
Honolulu, HI
Daily newspaper
Michigan Directory Company
Pigeon, MI
Directory publishing operation
(1)
These properties were contributed to the Gannett Foundation, a not-for-profit, private
foundation.
In thousands of dollars
2010
2009
2008
2007
2006
$
772,884
$
866,580
$
1,015,345
$
1,342,463
$
1,479,865
(69,070
)
(67,737
)
(165,000
)
(171,405
)
(200,780
)
130,000
(52,000
)
(10,984
)
(9,674
)
(46,779
)
(39,963
)
(38,341
)(a)
45,478
20,461
29,049
43,381
53,751
$
816,308
$
809,630
$
832,615
$
1,174,476
$
1,294,495
Table of Contents
Fiscal year ended December 26, 2010
1st Quarter
(2)
2nd Quarter
(3)
3rd Quarter
(4)
4th Quarter
(5)
Total
$
649,335
$
692,172
$
646,720
$
722,297
$
2,710,524
279,000
270,086
264,627
272,989
1,086,702
140,638
154,104
157,669
165,848
618,259
167,488
184,016
185,297
232,779
769,580
63,124
64,765
58,022
67,702
253,613
1,299,585
1,365,143
1,312,335
1,461,615
5,438,678
732,109
745,489
747,416
755,451
2,980,465
295,133
292,691
289,443
310,366
1,187,633
47,351
46,274
44,479
44,410
182,514
7,962
8,080
7,664
7,656
31,362
23,045
33,964
57,009
1,082,555
1,092,534
1,112,047
1,151,847
4,438,983
217,030
272,609
200,288
309,768
999,695
533
7,503
7,041
4,063
19,140
(43,473
)
(42,190
)
(41,015
)
(46,308
)
(172,986
)
(523
)
(2,934
)
2,374
1,194
111
(43,463
)
(37,621
)
(31,600
)
(41,051
)
(153,735
)
173,567
234,988
168,688
268,717
845,960
54,813
49,400
55,000
84,800
244,013
$
118,754
$
185,588
$
113,688
$
183,917
$
601,947
560
(882
)
(322
)
21,195
21,195
$
119,314
$
205,901
$
113,688
$
183,917
$
622,820
(2,135
)
(10,423
)
(12,279
)
(9,782
)
(34,619
)
$
117,179
$
195,478
$
101,409
$
174,135
$
588,201
$
0.49
$
0.74
$
0.43
$
0.73
$
2.38
(0.01
)
0.09
0.09
$
0.49
$
0.82
$
0.43
$
0.73
$
2.47
$
0.48
$
0.73
$
0.42
$
0.72
$
2.35
0.01
(0.01
)
0.09
0.08
$
0.49
$
0.81
$
0.42
$
0.72
$
2.43
$
0.04
$
0.04
$
0.04
$
0.04
$
0.16
(1)
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.
(2)
Results for the first quarter of 2010 include the following special items: $2.2 million ($0.01
per share) tax charge related to healthcare reform legislation. Refer to page 30 and Notes 3 and 4
to the Consolidated Financial Statements for more information on special items.
(3)
Results for the second quarter of 2010 include the following special items: $28.7 million
($0.12 per share) net tax benefit due primarily to the expiration of the statutes of limitations
and the release of certain reserves related to the sale of a business in a prior year. Refer to
page 30 and Notes 3 and 4 to the Consolidated Financial Statements for more information on special
items.
(4)
Results for the third quarter of 2010 include the following special items: $23.0 million of
non-cash charges associated with facility consolidations and intangible asset impairments ($18.2
million after-tax or $0.08 per share) and $8.1 million in costs due to workforce restructuring
($5.1 million after-tax or $0.02 per share). Refer to page 30 and Notes 3 and 4 to the Consolidated
Financial Statements for more information on special items.
(5)
Results for the fourth quarter 2010 include the following special items: $36.7 million of
non-cash charges associated with facility consolidations and asset impairments ($24.4 million
after-tax or $0.10 per share) and $3.6 million in costs due to workforce restructuring ($1.9
million after-tax or $0.01 per share). Refer to page 30 and Notes 3 and 4 to the Consolidated
Financial Statements for more information on special items.
Table of Contents
Fiscal year ended December 27, 2009
1st Quarter
(1)
2nd Quarter
(2)
3rd Quarter
(3)
4th Quarter
(4)
Total
$
704,818
$
734,241
$
681,415
$
767,560
$
2,888,034
294,132
287,058
278,701
284,648
1,144,539
143,160
142,354
142,955
157,705
586,174
143,490
152,966
151,458
183,171
631,085
68,794
70,716
57,607
62,654
259,771
1,354,394
1,387,335
1,312,136
1,455,738
5,509,603
819,154
848,257
779,250
783,515
3,230,176
303,868
288,200
279,177
315,725
1,186,970
55,146
53,208
50,382
48,916
207,652
8,165
8,232
8,378
8,208
32,983
47,391
39,248
46,265
132,904
1,186,333
1,245,288
1,156,435
1,202,629
4,790,685
168,061
142,047
155,701
253,109
718,918
(2,689
)
2,839
(373
)
4,150
3,927
(48,911
)
(43,971
)
(38,064
)
(44,799
)
(175,745
)
2,457
16,582
3,570
190
22,799
(49,143
)
(24,550
)
(34,867
)
(40,459
)
(149,019
)
118,918
117,497
120,834
212,650
569,899
40,014
39,614
36,407
75,293
191,328
$
78,904
$
77,883
$
84,427
$
137,357
$
378,571
(1,155
)
424
766
3,755
3,790
$
77,749
$
78,307
$
85,193
$
141,112
$
382,361
(314
)
(7,826
)
(11,441
)
(7,510
)
(27,091
)
$
77,435
$
70,481
$
73,752
$
133,602
$
355,270
$
0.34
$
0.30
$
0.31
$
0.55
$
1.50
0.02
0.02
$
0.34
$
0.30
$
0.31
$
0.57
$
1.52
$
0.34
$
0.30
$
0.31
$
0.54
$
1.49
0.02
0.02
$
0.34
$
0.30
$
0.31
$
0.56
$
1.51
$
0.04
$
0.04
$
0.04
$
0.04
$
0.16
(1)
Results for the first quarter of 2009 include the following special items: workforce
restructuring and related expenses of $6 million pre-tax ($4 million after-tax or $0.02 per share)
and a pension gain of $40 million pre-tax ($25 million after-tax or $0.11 per share). Refer to page
30 and Notes 3 and 4 to the Consolidated Financial Statements for more information on special
items.
(2)
Results for the second quarter of 2009 include the following special items: facility
consolidation and asset impairment charges of $47 million pre-tax ($30 million after-tax or $0.13
per share), workforce restructuring and related expenses of $16 million pre-tax ($10 million
after-tax or $0.04 per share), debt exchange gain of $43 million pre-tax ($26 million after-tax or
$0.11 per share) and an impairment of publishing assets sold charge of $28 million pre-tax ($24
million after-tax or $0.10 per share). Refer to page 30 and Notes 3 and 4 to the Consolidated
Financial Statements for more information on special items.
(3)
Results for the third quarter of 2009 include the following special items: facility
consolidation and asset impairment charges of $39 million pre-tax ($24 million after-tax or $0.10
per share), workforce restructuring and related expenses of $2 million pre-tax ($1 million
after-tax or $0.01 per share) and an impairment of equity method investment charge of $5 million
pre-tax ($4 million after-tax or $0.02 per share). Refer to page 30 and Notes 3 and 4 to the
Consolidated Financial Statements for more information on special items.
(4)
Results for the fourth quarter of 2009 include the following special items: facility
consolidation and asset impairment charges of $46 million pre-tax ($34 million after-tax or $0.14
per share), workforce restructuring and related expenses of $3 million pre-tax ($2 million
after-tax or $0.01 per share), and impairment of equity method investments charge of $4 million
pre-tax ($2 million after-tax or $0.01 per share). Refer to page 30 and Notes 3 and 4 to the
Consolidated Financial Statements for more information on special items.
Table of Contents
Balance at | Additions/(reductions) | |||||||||||||||||||
beginning | Additions charged | for acquisitions/ | Deductions | Balance at | ||||||||||||||||
Allowance for doubtful receivables | of period | to cost and expenses | dispositions (2) | from reserves (1) | end of period | |||||||||||||||
Fiscal year ended Dec. 26, 2010
|
$ | 46,255 | $ | 18,241 | $ | (3,643 | ) | $ | (21,434 | ) | $ | 39,419 | ||||||||
Fiscal year ended Dec. 27, 2009
|
$ | 59,008 | $ | 34,492 | $ | 213 | $ | (47,458 | ) | $ | 46,255 | |||||||||
Fiscal year ended Dec. 28, 2008
|
$ | 36,772 | $ | 57,671 | $ | 4,080 | $ | (39,515 | ) | $ | 59,008 |
(1) | Consists of write-offs, net of recoveries in each year. | |
(2) | Also includes foreign currency translation adjustments in each year. |
ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
ITEM 9A. | CONTROLS AND PROCEDURES |
82
83
February 23, 2011
Table of Contents
ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
ITEM 11. | EXECUTIVE COMPENSATION |
ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |
ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE |
ITEM 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES |
ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES |
84
85
Dated: February 23, 2011
GANNETT CO., INC. (Registrant)
By:
/s/ Paul N. Saleh
Paul N. Saleh,
Senior Vice President and
Chief Financial Officer
(principal financial officer)
Dated: February 23, 2011
/s/ Craig A. Dubow
Craig A. Dubow,
Chairman and Chief Executive
Officer (principal executive officer)
Dated: February 23, 2011
/s/ Paul N. Saleh
Paul N. Saleh,
Senior Vice President and
Chief Financial Officer
(principal financial officer)
Dated: February 23, 2011
/s/ George R. Gavagan
George R. Gavagan,
Vice President and Controller
(principal accounting officer)
Dated: February 23, 2011
/s/ Craig A. Dubow
Craig A. Dubow,
Director, Chairman
Dated: February 23, 2011
/s/ Howard D. Elias
Howard D. Elias, Director
Dated: February 23, 2011
/s/ Arthur H. Harper
Arthur H. Harper, Director
Dated: February 23, 2011
/s/ John Jeffrey Louis
John Jeffry Louis, Director
Dated: February 23, 2011
/s/ Marjorie Magner
Marjorie Magner, Director
Dated: February 23, 2011
/s/ Scott K. McCune
Scott K. McCune, Director
Dated: February 23, 2011
/s/ Duncan M. McFarland
Duncan M. McFarland, Director
Dated: February 23, 2011
/s/ Donna E. Shalala
Donna E. Shalala, Director
Dated: February 23, 2011
/s/ Neil Shapiro
Neal Shapiro, Director
Dated: February 23, 2011
/s/ Karen Hastie Williams
Karen Hastie Williams, Director
Table of Contents
86
87
88
89
90
91
Exhibit
Number
Exhibit
Location
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.
Amended by-laws of Gannett Co., Inc.
Incorporated by reference to Exhibit 3-2 to Gannett Co., Inc.s Form 10-Q for the fiscal quarter ended June 27, 2010.
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.
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.
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.
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.
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.
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.
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.
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.
Gannett Co., Inc. 1978 Executive
Long-Term Incentive Plan.*
Incorporated by reference to Exhibit 10-3 to Gannett Co., Inc.s Form 10-K for the fiscal year
ended December 28, 1980. Amendment No. 1 incorporated by reference to Exhibit 20-1 to Gannett Co.,
Inc.s Form 10-K for the fiscal year ended December 27, 1981. Amendment No. 2 incorporated by
reference to Exhibit 10-2 to Gannett Co., Inc.s Form 10-K for the fiscal year ended December 25,
1983. Amendments Nos. 3 and 4 incorporated by reference to Exhibit 4-6 to Gannett Co., Inc.s Form
S-8 Registration Statement No. 33-28413 filed on May 1, 1989. Amendments Nos. 5 and 6 incorporated
by reference to Exhibit 10-8 to Gannett Co., Inc.s
Form 10-K
for the fiscal year ended December
31, 1989. Amendment No. 7 incorporated by reference to Gannett Co., Inc.s Form S-8 Registration
Statement No. 333- 04459 filed on May 24, 1996. Amendment No. 8 incorporated by reference to
Exhibit 10-3 to Gannett Co., Inc.s
Form 10-Q
for the fiscal quarter ended September 28, 1997.
Amendment dated December 9, 1997, incorporated by reference to Gannett Co., Inc.s 1997 Form 10-K.
Amendment No. 9 incorporated by reference to Exhibit 10-3 to Gannett Co., Inc.s
Form 10-Q
for the
fiscal quarter ended June 27, 1999. Amendment No. 10 incorporated by reference to Exhibit 10-3 to
Gannett Co., Inc.s Form 10-Q for the fiscal quarter ended June 25, 2000. Amendment No. 11
incorporated by reference to Exhibit 10-3 to Gannett Co., Inc.s Form 10-K for the fiscal year
ended December 31, 2000.
Table of Contents
Exhibit
Number
Exhibit
Location
Supplemental Executive Medical Plan Amended and Restated as of January 1,
2011.*
Attached.
Supplemental Executive Medical Plan for Retired
Executives dated December 22, 2010 and effective
January 1, 2011.*
Attached.
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.
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.
Amendment No. 2 to the Gannett Co., Inc.
Supplemental Retirement Plan dated December 22,
2010.*
Attached.
Gannett Co., Inc. Deferred Compensation Plan
Restatement dated February 1, 2003 (reflects all
amendments through July 25, 2006).*
Incorporated by
reference to the
same-numbered
Exhibit to Gannett
Co., Inc.s Form
10-K for the fiscal
year ended December
31, 2006.
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.
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.
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.
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.
Amendment No. 4 to the Gannett Co., Inc. Deferred
Compensation Plan Rules for Post-2004 Deferrals
dated December 22, 2010.*
Attached.
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.
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.
Amendment No. 2 to Gannett Co., Inc. Transitional
Compensation Plan Restatement dated as of December
22, 2010.*
Attached.
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.
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.
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.
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.
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.
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.
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.
Table of Contents
Exhibit
Number
Exhibit
Location
Competitive Advance and
Revolving Credit Agreement
among Gannett Co., Inc., the
Several Lenders from Time to
Time Parties Thereto, Bank of
America, N.A., as
Administrative Agent and
JPMorgan Chase Bank, as
Syndication Agent, dated as of
February 27, 2004, and
Effective as of March 15,
2004.
Incorporated by reference to
Exhibit 10-2 to Gannett Co.,
Inc.s Form 10-Q for the
fiscal quarter ended March 28,
2004.
First Amendment, dated as of
February 28, 2007, and
Effective as of March 15,
2007, to Competitive Advance
and Revolving Credit
Agreement.
Incorporated by reference to
Exhibit 10-5 to Gannett Co.,
Inc.s Form 10-Q for the
fiscal quarter ended April 1,
2007.
Second Amendment, dated as of
October 23, 2008, and
Effective as of October 31,
2008, to Competitive Advance
and Revolving Credit
Agreement.
Incorporated by reference to
Exhibit 10-3 to Gannett Co.,
Inc.s Form 10-Q for the
fiscal quarter ended September
28, 2008.
Third Amendment, dated as of
September 28, 2009, to
Competitive Advance and
Revolving Credit Agreement,
dated as of February 27, 2004
and effective as of March 15,
2004.
Incorporated by reference to
Exhibit 10-2 to Gannett Co.,
Inc.s Form 10-Q for the
fiscal quarter ended September
27, 2009.
Fourth Amendment, dated as of
August 25, 2010 to Competitive
Advance and Revolving Credit
Agreement, dated as of
February 27, 2004 and
effective as of March 15,
2004.
Incorporated by reference to
Exhibit 10-3 to Gannett Co.,
Inc.s Form 10-Q for the
fiscal quarter ended September
26, 2010.
Fifth Amendment, dated as of
September 30, 2010 to
Competitive Advance and
Revolving Credit Agreement,
dated as of February 27, 2004
and effective as of March 15,
2004.
Attached.
Competitive Advance and
Revolving Credit Agreement
among Gannett Co., Inc., the
Several Lenders from Time to
Time Parties Thereto, Bank of
America, N.A., as
Administrative Agent, JPMorgan
Chase Bank, N.A., as
Syndication Agent, and
Barclays Bank PLC, as
Documentation Agent, dated as
of December 13, 2004, and
Effective as of January 5,
2005.
Incorporated by reference to
Exhibit 10-16 to Gannett Co.,
Inc.s Form 10-K for the
fiscal year ended December 26,
2004.
First Amendment, dated as of
February 28, 2007, and
Effective as of March 15,
2007, to Competitive Advance
and Revolving Credit
Agreement.
Incorporated by reference to
Exhibit 10-3 to Gannett Co.,
Inc.s Form 10-Q for the
fiscal quarter ended April 1,
2007.
Second Amendment, dated as of
October 23, 2008, and
Effective as of October 31,
2008, to Competitive Advance
and Revolving Credit
Agreement.
Incorporated by reference to
Exhibit 10-4 to Gannett Co.,
Inc.s Form 10-Q for the
fiscal quarter ended September
28, 2008.
Third Amendment, dated as of
September 28, 2009, to
Competitive Advance and
Revolving Credit Agreement,
dated as of December 13, 2004
and effective as of January 5,
2005.
Incorporated by reference to
Exhibit 10-1 to Gannett Co.,
Inc.s Form 10-Q for the
fiscal quarter ended September
27, 2009.
Fourth Amendment, dated as of
August 25, 2010, to
Competitive Advance and
Revolving Credit Agreement,
dated as of December 13, 2004,
and effective as of January 5,
2005.
Incorporated by reference to
Exhibit 10-4 to Gannett Co.,
Inc.s Form 10-Q for the
fiscal quarter ended September
26, 2010.
Fifth Amendment, dated as of
September 30, 2010, to
Competitive Advance and
Revolving Credit Agreement,
dated as of December 13, 2004,
and effective as of January 5,
2005.
Attached.
Amended and Restated
Competitive Advance and
Revolving Credit Agreement
among Gannett Co., Inc., the
Several Lenders from Time to
Time Parties Thereto, Bank of
America, N.A., as
Administrative Agent, JPMorgan
Chase Bank, N.A., as
Syndication Agent, and
Barclays Bank PLC, as
Documentation Agent, dated as
of March 11, 2002, and
Effective as of March 18,
2002, as Amended and Restated
as of December 13, 2004, and
Effective as of January 5,
2005.
Incorporated by reference to
Exhibit 10-17 to Gannett Co.,
Inc.s Form 10-K for the
fiscal year ended December 26,
2004.
Table of Contents
Exhibit
Number
Exhibit
Location
First Amendment,
dated as of
February 28, 2007,
and Effective as of
March 15, 2007, to
Amended and
Restated
Competitive Advance
and Revolving
Credit Agreement.
Incorporated by reference to Exhibit 10-4 to Gannett Co.,
Inc.s Form 10-Q for the fiscal quarter ended April 1, 2007.
Second Amendment,
dated as of October
23, 2008, and
Effective as of
October 31, 2008,
to Amended and
Restated
Competitive Advance
and Revolving
Credit Agreement.
Incorporated by reference to Exhibit 10-5 to Gannett Co.,
Inc.s Form 10-Q for the fiscal quarter ended September 28,
2008.
Third Amendment,
dated as of
September 28, 2009,
to Amended and
Restated
Competitive Advance
and Revolving
Credit Agreement,
dated as of March
11, 2002 and
effective as of
March 18, 2002, as
amended and
restated as of
December 13, 2004
and effective as of
January 5, 2005.
Incorporated by reference to Exhibit 10-3 to Gannett Co., Inc.s
Form 10-Q for the fiscal quarter ended September 27, 2009.
Fourth Amendment,
dated as of August
25, 2010, to
Amended and
Restated
Competitive Advance
and Revolving
Credit Agreement,
dated as of March
11, 2002 and
effective as of
March 18, 2002, as
amended and
restated as
December 13, 2004
and effective as of
January 5, 2005.
Incorporated by reference to Exhibit 10-5 to Gannett Co., Inc.s
Form 10-Q for the fiscal quarter ended September 26, 2010.
Fifth Amendment,
dated as of
September 30, 2010,
to Amended and
Restated
Competitive Advance
and Revolving
Credit Agreement,
dated as of March
11, 2002 and
effective as of
March 18, 2002, as
amended and
restated as
December 13, 2004
and effective as of
January 5, 2005.
Attached.
Master Assignment
and Assumption
Agreement, dated
September 30, 2010
to (i) the Amended
and Restated
Competitive Advance
and Revolving
Credit Agreement,
dated as of March
11, 2002 and
effective as of
March 18, 2002, as
amended and
restated as of
December 13, 2004
and effective as of
January 5, 2005;
(ii) the
Competitive Advance
and Revolving
Credit Agreement,
dated as of
February 27, 2004
and effective as of
March 15, 2004; and
(iii) the
Competitive Advance
and Revolving
Credit Agreement,
dated as of
December 13, 2004
and effective as of
January 5, 2005.
Attached.
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 28, 2010.
Employment
Agreement dated
February 27, 2007,
between Gannett
Co., Inc. and Craig
A. Dubow.*
Incorporated by reference to Exhibit 10-14 to Gannett Co.,
Inc.s Form 10-K for the fiscal year ended December 31, 2006.
Amendment, dated as
of August 7, 2007,
to Employment
Agreement dated
February 27, 2007.*
Incorporated by reference to Exhibit 10-4 to Gannett Co.,
Inc.s Form 10-Q for the fiscal quarter ended July 1, 2007.
Amendment, dated as
of December 24,
2010, to Employment
Agreement dated
February 27, 2007.*
Attached.
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.
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.
Amendment, dated as
of December 24,
2010, to Employment
Agreement dated
February 27, 2007.*
Attached.
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.
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.
Table of Contents
Exhibit
Number
Exhibit
Location
Termination Benefits Agreement
dated as of November 15, 2010
between Gannett Co., Inc. and
Paul N. Saleh.*
Incorporated by reference to Exhibit 99-2 to Gannett Co., Inc.s Form 8-K filed on November 17, 2010.
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.
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.
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.
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.
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.
Subsidiaries of Gannett Co., Inc.
Attached.
Consent of Ernst & Young LLP,
Independent Registered Public
Accounting Firm.
Attached.
Certification Pursuant to Rule
13a-14(a) under the Securities
Exchange Act of 1934.
Attached.
Certification Pursuant to Rule
13a-14(a) under the Securities
Exchange Act of 1934.
Attached.
Section 1350 Certification.
Attached.
Section 1350 Certification.
Attached.
The following financial
information from Gannett Co.,
Inc. Annual Report on Form 10-K
for the year ended December 26,
2010, formatted in XBRL
includes: (1) Consolidated
Statements of Income (Loss) for
the 2010, 2009 and 2008 fiscal
years, (ii) Consolidated Balance
Sheets at December 26, 2010 and
December 27, 2009, (iii)
Consolidated Cash Flow
Statements for the 2010, 2009
and 2008 fiscal years; (iv)
Consolidated Statements of
Equity for the 2010, 2009 and
2008 fiscal years; and (v) the
Notes to Consolidated Financial
Statements, tagged as blocks of
text.
Attached.
*
Asterisks identify management contracts and compensatory plans or arrangements.
Table of Contents
(a) | is the sum of all covered medical expenses, as hereinafter defined, that have been incurred by such executive during such plan year with respect to himself/herself and eligible dependents; and | ||
(b) | is the sum of all amounts payable with respect to such medical expenses under the Companys medical expense plans or under any federal or state plans. |
(a) | it is considered to be an expense of the type for which benefits are provided under the Companys medical expense plans (without regard to the provisions of such plans which might limit the amount of benefits payable with respect to such expense), or | ||
(b) | it is considered to be an eligible health care expense which is reimbursable under IRS regulations. |
(a) | Routine and preventive physicals. | ||
(b) | X-ray and diagnostic services. | ||
(c) | Chiropractic or acupuncture fee if it is prescribed for a specific medical condition. | ||
(d) | Nursing services for care of a specific medical ailment. | ||
(e) | Nursing home expenses including medical expenses, meals, and lodging in the home if the main reason for being there is to receive medical care. | ||
(f) | Dental care, artificial teeth/dentures, orthodontic services, and dental implants as long as they are not for cosmetic purposes. | ||
(g) | Optometrists or ophthalmologists fees, prescription eyeglasses, contact lenses, and cleaning solutions, PRK keratotomy (laser eye surgery). | ||
(h) | Cosmetic surgery or procedures that treat a deformity caused by an accident, trauma, disease, or an abnormality at birth. | ||
(i) | Services of psychotherapists, psychiatrists and psychologists. | ||
(j) | Expenses associated with the purchase of birth control prescribed by a doctor. | ||
(k) | Medically prescribed treatment for drug addiction or alcoholism. Prescription drugs to alleviate nicotine withdrawal in smoking cessation program. | ||
(l) | Speech therapy, physical therapy (as treatment for a specific medical condition). | ||
(m) | Transportation expenses primarily for, and essential to, medical care. |
- 2 -
(a) | Over-the-counter medications and non-prescription drugs, vitamins, and herbs. | ||
(b) | Over-the-counter birth control products or devices. | ||
(c) | Tooth bonding that is not medically necessary or teeth bleaching. | ||
(d) | Weight loss maintenance programs. | ||
(e) | Smoking cessation programs for general well-being, including non-prescription nicotine gum and nicotine patches. | ||
(f) | Physical treatments unrelated to specific health problem; e.g., massage for general well-being. | ||
(g) | Lens replacement insurance. | ||
(h) | Cosmetic surgery or procedures that improve the patients appearance but do not promote the proper function of the body or prevent or treat an illness or a disease. | ||
(i) | Custodial care. | ||
(j) | Confinement in a federal hospital. |
- 3 -
- 4 -
- 5 -
Dated: December 22, 2010 |
GANNETT CO., INC.
|
|||
By: | /s/ Roxanne V. Horning | |||
Name: | Roxanne V. Horning | |||
Title: | Senior Vice President/Human Resources |
- 6 -
Exhibit 10-2-1
GANNETT CO., INC.
Supplemental Executive Medical Plan for Retired Executives
Effective January 1, 2011
Effective January 1, 2011, Gannett Co., Inc. (the Company) hereby adopts the Supplemental Executive Medical Plan for Retired Executives (the Plan) as set forth herein.
ELIGIBILITY
This Plan covers (i) each retired executive who was a participant in the Supplemental Executive Medical Plan on December 31, 2010 and (ii) each executive whose employment terminates after December 31, 2010 and who was a participant in the Supplemental Executive Medical Plan immediately prior to his termination of employment, provided that on the date of such termination the executive had attained at least age 55 and had completed at least five years of service. The Plan also covers eligible dependents of a deceased eligible former executive who died while a participant in the Supplemental Executive Medical Plan or this Plan. Any former executive who becomes eligible after the effective date of the Plan will be eligible with respect to any covered medical expenses incurred by such executive or eligible dependents on or after the date of eligibility under the Plan. A former executives eligible dependents will include parents and parents-in-law if they are legal dependents for Internal Revenue Service purposes, as well as those individuals who would qualify as eligible dependents under the Companys medical expense plans. Eligibility will continue for the eligible dependents of a deceased eligible former executive.
BENEFITS PROVIDED
Subject to the maximums set forth in the following paragraphs, the benefits payable to any eligible former executive in any plan year (i.e., the calendar year) will be equal to the excess, if any, of (a) over (b) where
(a) | is the sum of all covered medical expenses, as hereinafter defined, that have been incurred by such former executive during such plan year with respect to himself/herself and eligible dependents; and |
(b) | is the sum of all amounts payable with respect to such medical expenses under the Companys medical expense plans or under any federal or state plans. |
1
Notwithstanding the foregoing, the terms of the Plan and benefits provided hereunder are subject to the terms of the medical insurance policy that the Company obtains to provide benefits under the Plan, and the terms of this document are superseded to the extent they are inconsistent with that policy.
The maximum amount payable to any former Management Committee member with respect to the total medical expenses incurred for himself/herself and all eligible dependents will not be greater than $25,000 in each plan year while a retired employee of the Company. The maximum amount payable to the eligible dependents of a deceased Management Committee member will be $12,500 per plan year for life.
The maximum amount payable to any Company officer or U.S. Community Publishing or Broadcast Committee Member (other than a Management Committee member) with respect to the total medical expenses incurred for himself/herself and all eligible dependents will not be greater than $12,000 in each plan year while a retired employee of the Company. The maximum amount payable to the eligible dependents of a deceased former eligible executive described in the previous sentence will be (a) $6,000 per year for three full plan years following the eligible former executives death if the eligible executive was under age 55 upon date of death, or (b) $6,000 per plan year for life if the eligible former executive was age 55 or over upon date of death.
COVERED MEDICAL EXPENSES
A medical expense will be considered as a covered medical expense under the Plan if:
(a) | it is considered to be an expense of the type for which benefits are provided under the Companys medical expense plans (without regard to the provisions of such plans which might limit the amount of benefits payable with respect to such expense), or |
(b) | it is considered to be an eligible health care expense which is reimbursable under IRS regulations. |
Notwithstanding the foregoing, the terms of the Plan and benefits provided hereunder are subject to the terms of the medical insurance policy that the Company obtains to provide benefits under the Plan and the terms of this document are superseded to the extent they are inconsistent with that policy.
- 2 -
2
Expenses incurred by an eligible executive with respect to himself/herself or any eligible dependents for the following will be considered as covered medical expenses under this Plan whether or not they are considered to be medical expenses under the Companys medical expense plans. A sample listing of covered medical expenses includes:
(a) | Routine and preventive physicals. |
(b) | X-ray and diagnostic services. |
(c) | Chiropractic or acupuncture fee if it is prescribed for a specific medical condition. |
(d) | Nursing services for care of a specific medical ailment. |
(e) | Nursing home expenses including medical expenses, meals, and lodging in the home if the main reason for being there is to receive medical care. |
(f) | Dental care, artificial teeth/dentures, orthodontic services, and dental implants as long as they are not for cosmetic purposes. |
(g) | Optometrists or ophthalmologists fees, prescription eyeglasses, contact lenses, and cleaning solutions, PRK keratotomy (laser eye surgery). |
(h) | Cosmetic surgery or procedures that treat a deformity caused by an accident, trauma, disease, or an abnormality at birth. |
(i) | Services of psychotherapists, psychiatrists and psychologists. |
(j) | Expenses associated with the purchase of birth control prescribed by a doctor. |
(k) | Medically prescribed treatment for drug addiction or alcoholism. Prescription drugs to alleviate nicotine withdrawal in smoking cessation program. |
(l) | Speech therapy, physical therapy (as treatment for a specific medical condition). |
(m) | Transportation expenses primarily for, and essential to, medical care. |
EXCLUSIONS
No benefits will be payable under the Plan with respect to expenses incurred for the following:
(a) | Over-the-counter medications and non-prescription drugs, vitamins, and herbs. |
(b) | Over-the-counter birth control products or devices. |
(c) | Tooth bonding that is not medically necessary or teeth bleaching. |
(d) | Weight loss maintenance programs. |
- 3 -
3
(e) | Smoking cessation programs for general well-being, including non-prescription nicotine gum and nicotine patches. |
(f) | Physical treatments unrelated to specific health problem; e.g., massage for general well-being. |
(g) | Lens replacement insurance. |
(h) | Cosmetic surgery or procedures that improve the patients appearance but do not promote the proper function of the body or prevent or treat an illness or a disease. |
(i) | Custodial care. |
(j) | Confinement in a federal hospital. |
COST
The entire cost of this Plan will be borne by the Company.
TERMINATION OF BENEFITS
No benefits will be paid under this Plan for covered medical expenses incurred with respect to the medical expenses incurred with respect to a dependent of a former executive after such dependent ceases to meet the definition of an eligible dependent under this Plan.
CLAIMS/APPEALS
The following procedures shall apply if a participant (or an authorized representative acting on a participants behalf) has a question about his/her eligibility to participate in the Plan. These rules do not apply if a participant is claiming the right to be reimbursed for a particular expense under the Plan. If a participant is filing a claim for reimbursement for a particular expense, the participant must do so under the claims procedures established by the insurance company that is responsible for paying for benefits under the Plan. Such procedures may be obtained from the Gannett Corporate Benefits Department upon request at no charge.
Any claim relating to eligibility shall be submitted to the Companys Director of Benefits in writing. The Director of Benefits will generally notify the claimant of his decision within 30 days after he receives the claim. However, if the Director of Benefits determines that special circumstances require an extension of time to decide the claim, the Director of Benefits may obtain an additional 15 days to decide the claim. Before obtaining this extension, the Director of Benefits will notify the claimant, in writing and before the end of the initial 30-day period, of the special circumstances requiring the extension and the date by which the Director of Benefits expects to render a decision.
- 4 -
4
If the claimants claim is denied in whole or in part, the Director of Benefits will provide the claimant, within the time period described above, with a written or electronic notice which explains the reason or reasons for the decision, includes specific references to plan provisions upon which the decision is based, provides a description of any additional material or information which might be helpful to decide the claim (including an explanation of why that information may be necessary), describes the appeals procedures and applicable filing deadlines, and describes the claimants right to file a lawsuit under the Employment Retirement Income Security Act of 1974, as amended (ERISA) upon an adverse appeals determination.
If a claimant disagrees with the decision reached by the Director of Benefits, the claimant may submit a written appeal requesting a review of the decision to the Companys Benefit Plans Committee (the Plan Administrator). The claimants written appeal must be submitted within 180 days of receiving the initial adverse decision. The claimants written appeal should clearly state the reason or reasons why the claimant disagrees with the Director of Benefits decision. The claimant may submit written comments, documents, records and other information relating to the claim even if such information was not submitted in connection with the initial claim for benefits. Additionally, the claimant, upon request and free of charge, may have reasonable access and copies of all Plan documents, records and other information relevant to the claim.
The Plan Administrator will generally decide a claimants appeal within 60 days. In the case of an adverse decision, the notice will explain the reason or reasons for the decision, include specific references to Plan provisions upon which the decision is based, and indicate that the claimant is entitled to, upon request and free of charge, reasonable access to and copies of documents, records, and other information relevant to the claim. Additionally, the claimant will be notified of his/her right to file a lawsuit under ERISA.
The Plan Administrator has full discretionary authority for deciding all eligibility issues relating to the Plan and all such decisions of the Plan Administrator are binding on all parties. Any claims or questions relating to Plan eligibility must be filed within one year from the date such claim arose. If a participant fails bring an eligibility claim within such time period, the participant shall forfeit his/her right to bring the claim through the claims process or otherwise (e.g., by filing a lawsuit against the Plan). A participant fully must comply with and exhaust the claims and appeals process before commencing any legal action against the Plan, and the participant shall forfeit his/her right to bring a legal action against the Plan if the participant fails to do so. If a participant receives an adverse decision on appeal, the participant must commence any lawsuit against the Plan within one year from the date of the adverse determination on appeal.
- 5 -
5
GENERAL PROVISION
This Plan shall only cover certain former executives and their eligible dependents. The Plan shall not cover any individuals who are current employees of the Company. Consequently, the Plan shall be excepted from certain requirements under the Employee Retirement Income Security Act of 1974, as amended, (ERISA) the Internal Revenue Code of 1986, as amended, (the Code) and the Public Health Service Act that apply to group health plans that cover two or more current employees. The Plan shall be administered and operated with the intent of maintaining its status as a plan described in Code Section 9831(a)(2) and ERISA Section 732(a), and any provision in this document or otherwise that conflicts with that intent shall be deemed amended to comport with that intent.
This Plan will be administered and all Plan benefits will be paid by the Company or the insurance company through which it provides coverage under this Plan. Any and all questions or interpretations concerning the Plan will be resolved by the Company at its sole discretion. The Company reserves the right to change or terminate the Plan at any time and for any reason.
Dated: December 22, 2010 | GANNETT CO., INC. | |||
|
||||
|
||||
By: /s/ Roxanne V. Horning | ||||
|
Name:
Title: |
Roxanne V. Horning
Senior Vice President/Human Resources |
- 6 -
6
GANNETT CO., INC. |
||||
By: | /s/ Roxanne V. Horning | |||
Name: | Roxanne V. Horning | |||
Title: | Senior Vice President/Human Resources | |||
GANNETT CO., INC. |
||||
By: | /s/ Roxanne V. Horning | |||
Name: | Roxanne V. Horning | |||
Title: | Senior Vice President/Human Resources | |||
GANNETT CO., INC. |
||||
By: | /s/ Roxanne V. Horning | |||
Name: | Roxanne V. Horning | |||
Title: | Senior Vice President/Human Resources | |||
- 2 -
- 3 -
Applicable Margin for: | ||||||||
Total Leverage Ratio | ABR Loans | Eurodollar Loans | ||||||
> 3.00 to 1.00
|
225.00 Basis Points | 325.00 Basis Points | ||||||
<
3.00 to 1.00 and > 2.50 to 1.00
|
200.00 Basis Points | 300.00 Basis Points | ||||||
<
2.50 to 1.00 and > 1.75 to 1.00
|
175.00 Basis Points | 275.00 Basis Points | ||||||
<
1.75 to 1.00 and > 1.00 to 1.00
|
125.00 Basis Points | 225.00 Basis Points | ||||||
<
1.00 to 1.00
|
100.00 Basis Points | 200.00 Basis Points |
- 4 -
- 5 -
- 6 -
- 7 -
- 8 -
- 9 -
- 10 -
- 11 -
- 12 -
Gannett:
|
7950 Jones Branch Drive | |
|
McLean, VA 22107 | |
|
Attention: Vice President & Treasurer | |
|
Telecopy: 703-854-2047 | |
|
Telephone: 703-854-6248 | |
|
||
The Administrative Agent:
|
JPMorgan Chase Bank, N.A. | |
|
Loan and Agency Services | |
|
1111 Fannin Street, Floor 10 | |
|
Houston, TX 77002-6925 | |
|
Attention: Sheila G. King | |
|
Telecopy: 713-750-2358 | |
|
Telephone: 713-750-2242 |
- 13 -
The Issuing Lender:
|
Bank of America, N.A. | |
|
Bank of America Plaza | |
|
901 Main Street | |
|
Dallas, TX 75202-3714 | |
|
Attention: Antonikia (Toni) L. Thomas | |
|
Telecopy: 877-206-8432 | |
|
Telephone: 214-209-1569 | |
|
||
|
With a copy to: | |
|
||
|
Bank of America, Media & Telecom Group | |
|
100 Federal Street | |
|
Boston, MA 02110 | |
|
Attention: Peter van der Horst | |
|
Telecopy: 980-233-7788 | |
|
Telephone: 617-434-0164 | |
|
||
The Issuing Lender:
|
JPMorgan Chase Bank, N.A. | |
|
Global Trade Services LC Department | |
|
10420 Highland Manor Drive, 4th Floor | |
|
Tampa, FL, 33610-9128 | |
|
Attention: James Alonzo | |
|
Telecopy: 813-432-5161 | |
|
Telephone: 813-432-6339 |
- 14 -
-15-
GANNETT CO., INC.
|
||||
By: | /s/ Michael A. Hart | |||
Name: | Michael A. Hart | |||
Title: | Vice President & Treasurer | |||
BANK OF AMERICA, N.A., as Administrative Agent
|
||||
By: | /s/ Antonikia (Toni) Thomas | |||
Name: | Antonikia (Toni) Thomas | |||
Title: | Assistant Vice President | |||
BANK OF AMERICA, N.A., as Issuing Lender
|
||||
By: | /s/ Peter van der Horst | |||
Name: | Peter van der Horst | |||
Title: | Senior Vice President | |||
JPMORGAN CHASE BANK, N.A., as Issuing Lender
|
||||
By: | /s/ Peter B. Thauer | |||
Name: | Peter B. Thauer | |||
Title: | Executive Director | |||
JPMORGAN CHASE BANK, N.A., as successor
Administrative Agent |
||||
By: | /s/ Peter B. Thauer | |||
Name: | Peter B. Thauer | |||
Title: | Executive Director |
JPMORGAN CHASE BANK, N.A.., as Syndication Agent
|
||||
By: | /s/ Peter B. Thauer | |||
Name: | Peter B. Thauer | |||
Title: | Executive Director | |||
CITIBANK, N.A.., as Syndication Agent
|
||||
By: | /s/ Elizabeth Minnella Gonzalez | |||
Name: | Elizabeth Minnella Gonzalez | |||
Title: | ||||
BARCLAYS BANK PLC., as Documentation Agent
|
||||
By: | /s/ Noam Azachi | |||
Name: | Noam Azachi | |||
Title: | Assistant Vice President |
BARCLAYS BANK PLC
(Lender)
|
||||
By: | /s/ Noam Azachi | |||
Name: | Noam Azachi | |||
Title: | Assistant Vice President |
COMERICA BANK
(Lender)
|
||||
By: | /s/ Blake Arnett | |||
Name: | Blake Arnett | |||
Title: | Vice President |
FIRST HAWAIIAN BANK
(Lender)
|
||||
By: | /s/ Dawn Hofmann | |||
Name: | Dawn Hofmann | |||
Title: | Vice President |
JPMORGAN CHASE BANK
(Lender)
|
||||
By: | /s/ Peter B. Thauer | |||
Name: | Peter B. Thauer | |||
Title: | Executive Director |
MIZUHO CORPORATE BANK, LTD.
(Lender)
|
||||
By: | /s/ Bertram Tang | |||
Name: | Bertram Tang | |||
Title: | Authorized Signatory |
SUMITOMO MITSUI BANKING CORPORATION
(Lender)
|
||||
By: | /s/ Yoshibiro Hyakutome | |||
Name: | Yoshibiro Hyakutome | |||
Title: | General Manager |
SUNTRUST BANK
(Lender)
|
||||
By: | /s/ Michael Vegh | |||
Name: | Michael Vegh | |||
Title: | Director |
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.
(Lender)
|
||||
By: | /s/ George Stoecklein | |||
Name: | George Stoecklein | |||
Title: | Authorized Signatory |
BANK OF TOKYO-MITSUBISHI UFJ TRUST COMPANY
(Lender)
|
||||
By: | /s/ George Stoecklein | |||
Name: | George Stoecklein | |||
Title: | Vice President |
CITIBANK, N.A.
(Lender)
|
||||
By: | /s/ Elizabeth Minnella Gonzalez | |||
Name: | Elizabeth Minnella Gonzalez | |||
Title: | Director and Vice President |
FIFTH THIRD BANK
(Lender)
|
||||
By: | /s/ Randolph J. Stierer | |||
Name: | Randolph J. Stierer | |||
Title: | Vice President |
THE NORTHERN TRUST
(Lender)
|
||||
By: | /s/ Michael Kingsley | |||
Name: | Michael Kingsley | |||
Title: | Senior Vice President |
US BANK, NATIONAL ASSOCIATION
(Lender)
|
||||
By: | /s/ Steven L. Sawyer | |||
Name: | Steven L. Sawyer | |||
Title: | Vice President |
- 2 -
- 3 -
- 4 -
- 5 -
Applicable Margin for: | ||||||||
Total Leverage Ratio | ABR Loans | Eurodollar Loans | ||||||
> 3.00 to 1.00
|
225.00 Basis Points | 325.00 Basis Points | ||||||
≤ 3.00 to 1.00 and >
2.50 to 1.00
|
200.00 Basis Points | 300.00 Basis Points | ||||||
≤ 2.50 to 1.00 and >
1.75 to 1.00
|
175.00 Basis Points | 275.00 Basis Points | ||||||
≤ 1.75 to 1.00 and >
1.00 to 1.00
|
125.00 Basis Points | 225.00 Basis Points | ||||||
≤ 1.00 to 1.00
|
100.00 Basis Points | 200.00 Basis Points |
- 6 -
- 7 -
- 8 -
- 9 -
- 10 -
- 11 -
- 12 -
- 13 -
- 14 -
- 15 -
- 16 -
- 17 -
- 18 -
- 19 -
- 20 -
- 21 -
- 22 -
- 23 -
|
Gannett: |
7950 Jones Branch Drive
McLean, VA 22107 Attention: Vice President & Treasurer Telecopy: 703-854-2047 Telephone: 703-854-6248 |
- 24 -
|
The Administrative Agent: |
JPMorgan Chase Bank, N.A.
Loan and Agency Services 1111 Fannin Street, Floor 10 Houston, TX 77002-6925 Attention: Sheila G. King Telecopy: 713-750-2358 Telephone: 713-750-2242 |
||
|
||||
|
The Issuing Lender: |
Bank of America, N.A.
Bank of America Plaza 901 Main Street Dallas, TX 75202-3714 Attention: Antonikia (Toni) L. Thomas Telecopy: 877-206-8432 Telephone: 214-209-1569 |
||
|
||||
|
With a copy to: | |||
|
||||
|
Bank of America, Media & Telecom Group
100 Federal Street Boston, MA 02110 Attention: Peter van der Horst Telecopy: 980-233-7788 Telephone: 617-434-0164] |
|||
|
||||
|
The Issuing Lender: |
JPMorgan Chase Bank, N.A.
Global Trade Services LC Department 10420 Highland Manor Drive, 4th Floor Tampa, FL, 33610-9128 Attention: James Alonzo Telecopy: 813-432-5161 Telephone: 813-432-6339 |
- 25 -
- 26 -
- 27 -
GANNETT CO., INC.
|
||||
By: | /s/ Michael A. Hart | |||
Name: | Michael A. Hart | |||
Title: | Vice President & Treasurer | |||
BANK OF AMERICA, N.A., as Administrative Agent
|
||||
By: | /s/ Antonikia (Toni) Thomas | |||
Name: | Antonikia (Toni) Thomas | |||
Title: | Assistant Vice President | |||
BANK OF AMERICA, N.A., as Issuing Lender
|
||||
By: | /s/ Peter van der Horst | |||
Name: | Peter van der Horst | |||
Title: | Senior Vice President | |||
JPMORGAN CHASE BANK, N.A., as Issuing Lender
|
||||
By: | /s/ Peter B. Thauer | |||
Name: | Peter B. Thauer | |||
Title: | Executive Director | |||
JPMORGAN CHASE BANK, N.A., as successor
Administrative Agent |
||||
By: | /s/ Peter B. Thauer | |||
Name: | Peter B. Thauer | |||
Title: | Executive Director |
JPMORGAN CHASE BANK, N.A.., as Syndication Agent
|
||||
By: | /s/ Peter B. Thauer | |||
Name: | Peter B. Thauer | |||
Title: | Executive Director | |||
CITIBANK, N.A.., as Syndication Agent
|
||||
By: | /s/ Elizabeth Minnella Gonzalez | |||
Name: | Elizabeth Minnella Gonzalez | |||
Title: | Vice President and Director |
BARCLAYS BANK PLC
(Lender)
|
||||
By: | /s/ Noam Azachi | |||
Name: | Noam Azachi | |||
Title: | Assistant Vice President |
COMERICA BANK
(Lender)
|
||||
By: | /s/ Blake Arnett | |||
Name: | Blake Arnett | |||
Title: | Vice President |
FIRST HAWAIIAN BANK
(Lender)
|
||||
By: | /s/ Dawn Hofmann | |||
Name: | Dawn Hofmann | |||
Title: | Vice President |
JPMORGAN CHASE BANK, N.A.
(Lender)
|
||||
By: | /s/ Peter B. Thauer | |||
Name: | Peter B. Thauer | |||
Title: | Executive Director |
MIZUHO CORPORATE BANK, LTD.
(Lender)
|
||||
By: | /s/ Bertram Tang | |||
Name: | Bertram Tang | |||
Title: | Authorized Signatory |
SUMITOMO MITSUI BANKING CORPORATION
(Lender)
|
||||
By: | /s/ Yoshihiro Hyakutome | |||
Name: | Yoshihiro Hyakutome | |||
Title: | General Manager |
SUNTRUST BANK
(Lender)
|
||||
By: | /s/ Michael Vegh | |||
Name: | Michael Vegh | |||
Title: | Director |
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.
(Lender)
|
||||
By: | /s/ George Stoecklein | |||
Name: | George Stoecklein | |||
Title: | Authorized Signatory |
BANK OF TOKYO-MITSUBISHI UFJ TRUST COMPANY
(Lender)
|
||||
By: | /s/ George Stoecklein | |||
Name: | George Stoecklein | |||
Title: | Vice President |
CAPITAL ONE, N.A.
(Lender)
|
||||
By: | /s/ Rick Larsen | |||
Name: | Rick Larsen | |||
Title: | Senior Vice President |
CITIBANK, N.A.
(Lender)
|
||||
By: | /s/ Elizabeth Minnella Gonzalez | |||
Name: | Elizabeth Minnella Gonzalez | |||
Title: | Director and Vice President |
FIFTH THIRD BANK
(Lender)
|
||||
By: | /s/ Randolph J. Stierer | |||
Name: | Randolph J. Stierer | |||
Title: | Vice President |
PNC BANK, N.A.
(Lender)
|
||||
By: | /s/ D. Jermaine Johnson | |||
Name: | D. Jermaine Johnson | |||
Title: | Senior Vice President |
THE NORTHERN TRUST COMPANY
(Lender)
|
||||
By: | /s/ Michael Kingsley | |||
Name: | Michael Kingsley | |||
Title: | Senior Vice President |
US BANK, NATIONAL ASSOCIATION
(Lender)
|
||||
By: | /s/ Steven L. Sawyer | |||
Name: | Steven L. Sawyer | |||
Title: | Vice President |
- 2 -
- 3 -
- 4 -
- 5 -
Applicable Margin for: | ||||
Total Leverage Ratio | ABR Loans | Eurodollar Loans | ||
> 3.00 to 1.00
|
225.00 Basis Points | 325.00 Basis Points | ||
≤ 3.00 to 1.00 and >
2.50 to 1.00
|
200.00 Basis Points | 300.00 Basis Points | ||
≤ 2.50 to 1.00 and >
1.75 to 1.00
|
175.00 Basis Points | 275.00 Basis Points | ||
≤ 1.75 to 1.00 and >
1.00 to 1.00
|
125.00 Basis Points | 225.00 Basis Points | ||
≤1.00 to 1.00
|
100.00 Basis Points | 200.00 Basis Points |
- 6 -
- 7 -
- 8 -
- 9 -
- 10 -
- 11 -
- 12 -
- 13 -
- 14 -
- 15 -
- 16 -
- 17 -
- 18 -
- 19 -
- 20 -
- 21 -
- 22 -
- 23 -
Gannett: | 7950 Jones Branch Drive | |
McLean, VA 22107 | ||
Attention: Vice President & Treasurer | ||
Telecopy: 703-854-2047
Telephone: 703-854-6248 |
||
The Administrative Agent: | JPMorgan Chase Bank, N.A. | |
Loan and Agency Services | ||
1111 Fannin Street, Floor 10 | ||
Houston, TX 77002-6925 | ||
Attention: Sheila G. King | ||
Telecopy: 713-750-2358 | ||
Telephone: 713-750-2242 |
- 24 -
The Issuing Lender: | Bank of America, N.A. | |
Bank of America Plaza | ||
901 Main Street | ||
Dallas, TX 75202-3714 | ||
Attention: Antonikia (Toni) L. Thomas | ||
Telecopy: 877-206-8432 | ||
Telephone: 214-209-1569 | ||
With a copy to: | ||
Bank of America, Media & Telecom Group | ||
100 Federal Street | ||
Boston, MA 02110 | ||
Attention: Peter van der Horst | ||
Telecopy: 980-233-7788 | ||
Telephone: 617-434-0164] | ||
The Issuing Lender: | JPMorgan Chase Bank, N.A. | |
Global Trade Services LC Department | ||
10420 Highland Manor Drive, 4th Floor | ||
Tampa, FL, 33610-9128 | ||
Attention: James Alonzo | ||
Telecopy: 813-432-5161 | ||
Telephone: 813-432-6339 |
- 25 -
- 26 -
- 27 -
GANNETT CO., INC.
|
||||
By: | /s/ Michael A. Hart | |||
Name: | Michael A. Hart | |||
Title: | Vice President & Treasurer | |||
BANK OF AMERICA, N.A., as Administrative Agent
|
||||
By: | /s/ Antonikia (Toni) Thomas | |||
Name: | Antonikia (Toni) Thomas | |||
Title: | Assistant Vice President | |||
BANK OF AMERICA, N.A., as Issuing Lender
|
||||
By: | /s/ Peter van der Horst | |||
Name: | Peter van der Horst | |||
Title: | Senior Vice President | |||
JPMORGAN CHASE BANK, N.A., as Issuing Lender
|
||||
By: | /s/ Peter B. Thauer | |||
Name: | Peter B. Thauer | |||
Title: | Executive Director | |||
JPMORGAN CHASE BANK, N.A., as successor
Administrative Agent |
||||
By: | /s/ Peter B. Thauer | |||
Name: | Peter B. Thauer | |||
Title: | Executive Director |
JPMORGAN CHASE BANK, N.A.., as Syndication Agent
|
||||
By: | /s/ Peter B. Thauer | |||
Name: | Peter B. Thauer | |||
Title: | Executive Director | |||
CITIBANK, N.A.., as Syndication Agent
|
||||
By: | /s/ Elizabeth Minnella Gonzalez | |||
Name: | Elizabeth Minnella Gonzalez | |||
Title: | Vice President and Director |
BARCLAYS BANK PLC
(Lender)
|
||||
By: | /s/ Noam Azachi | |||
Name: | Noam Azachi | |||
Title: | Assistant Vice President |
COMERICA BANK
(Lender)
|
||||
By: | /s/ Blake Arnett | |||
Name: | Blake Arnett | |||
Title: | Vice President |
FIRST HAWAIIAN BANK | ||||||
(Lender) | ||||||
|
||||||
|
By: |
/s/ Dawn Hofmann
|
||||
|
Title: Vice President |
JPMORGAN CHASE BANK, N.A. | ||||||
(Lender) | ||||||
|
||||||
|
By: |
/s/ Peter B. Thauer
|
||||
|
Title: Executive Director |
MIZHUHO CORPORATE BANK, LTD. | ||||||
(Lender) | ||||||
|
||||||
|
By: |
/s/ Bertram Tang
|
||||
|
Title: Authorized Signatory |
SUNTRUST BANK | ||||||
(Lender) | ||||||
|
||||||
|
By: |
/s/ Michael Vegh
|
||||
|
Title: Director |
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD | ||||||
(Lender) | ||||||
|
||||||
|
By: |
/s/ George Stoecklein
|
||||
|
Title: Authorized Signatory |
BANK OF TOKYO-MITSUBISHI UFJ TRUST COMPANY | ||||||
(Lender) | ||||||
|
||||||
|
By: |
/s/ George Stoecklein
|
||||
|
Title: Vice President |
CITIBANK, N.A. | ||||||
(Lender) | ||||||
|
||||||
|
By: | /s/ Elizabeth Minnella Gonzalez | ||||
|
||||||
|
Name: Elizabeth Minnella Gonzalez | |||||
|
Title: Director and Vice President |
FIFTH THIRD BANK | ||||||
(Lender) | ||||||
|
||||||
|
By: | /s/ Randolph J. Stierer | ||||
|
||||||
|
Name: Randolph J. Stierer | |||||
|
Title: Vice President |
THE NORTHER TRUST COMPANY | ||||||
(Lender) | ||||||
|
||||||
|
By: | /s/ Michael Kingsley | ||||
|
||||||
|
Name: Michael Kingsley | |||||
|
Title: Senior Vice President |
US BANK, NATIONAL ASSOCIATION | ||||||
(Lender) | ||||||
|
||||||
|
By: | /s/ Steven L. Sawyer | ||||
|
||||||
|
Name: Steven L. Sawyer | |||||
|
Title: Vice President |
2002 Credit | 2004 Credit | 2005 Credit | Principal | |||||||||||||
Agreement | Agreement | Agreement | Amount | |||||||||||||
Assignor | Assigned | Assigned | Assigned | Assigned | ||||||||||||
Barclays Bank PLC
|
(4,063,918.59 | ) | (8,257,132.61 | ) | (13,903,500.10 | ) | (26,224,551.30 | ) | ||||||||
Comerica Bank
|
(2,573,474.01 | ) | | (9,518,616.02 | ) | (12,092,090.03 | ) | |||||||||
First Hawaiian Bank
|
(1,941,132.41 | ) | (5,760,729.92 | ) | (4,022,616.60 | ) | (11,724,478.93 | ) | ||||||||
JPMorgan Chase Bank, N.A.
|
(43,926,586.66 | ) | (33,051,555.74 | ) | (52,722,614.47 | ) | (129,700,756.87 | ) | ||||||||
Mizuho Corporate Bank, Ltd.
|
(8,492,464.20 | ) | (16,182,027.66 | ) | (14,753,854.84 | ) | (39,428,346.70 | ) | ||||||||
Sumitomo
Mitsui Banking Corporation
|
| (26,173,720.66 | ) | (19,692,739.36 | ) | (45,866,460.02 | ) | |||||||||
SunTrust Bank
|
(3,655,834.32 | ) | (8,990,287.74 | ) | (8,107,104.69 | ) | (20,753,226.75 | ) | ||||||||
The Bank of
Tokyo-Mitsubishi UFJ Ltd.,
New York Branch
|
(7,977,769.41 | ) | (15,026,168.52 | ) | (17,609,439.66 | ) | (40,613,377.59 | ) | ||||||||
|
||||||||||||||||
TOTALS
|
(72,631,179.60 | ) | (113,441,622.85 | ) | (140,330,485.74 | ) | (326,403,288.19 | ) | ||||||||
|
2002 Credit | 2004 Credit | 2005 Credit | ||||||||||||||
Agreement | Agreement | Agreement | Principal Amount | |||||||||||||
Assignee | Assumed | Assumed | Assumed | Assumed | ||||||||||||
Capital One, N.A.
|
| | 31,162,177.65 | 31,162,177.65 | ||||||||||||
Citibank, N.A.
|
20,738,157.72 | 29,536,804.05 | 8,392,011.37 | 58,666,973.14 | ||||||||||||
Fifth Third Bank
|
10,467,078.16 | 16,292,516.29 | 3,502,751.66 | 30,262,346.11 | ||||||||||||
PNC Bank, N.A.
|
| | 79,504,963.18 | 79,504,963.18 | ||||||||||||
The Northern Trust Company
|
7,805,232.14 | 6,606,014.10 | 1,439,567.16 | 15,850,813.40 | ||||||||||||
US Bank, National Association
|
33,620,711.58 | 61,006,288.41 | 16,329,014.72 | 110,956,014.71 | ||||||||||||
|
||||||||||||||||
TOTALS
|
72,631,179.60 | 113,441,622.85 | 140,330,485.74 | 326,403,288.19 | ||||||||||||
|
2002 Credit | 2004 Credit | 2005 Credit | ||||||||||||||
Agreement | Agreement | Agreement | Principal Amount | |||||||||||||
Extending Lender | Commitment | Commitment | Commitment | Commitment | ||||||||||||
Barclays Bank PLC
|
$ | 62,348,537.72 | $ | 93,546,172.12 | $ | 56,004,348.64 | $ | 211,899,058.48 | ||||||||
Capital One, N.A.
|
$ | 0.00 | $ | 0.00 | $ | 38,152,962.52 | $ | 38,152,962.52 | ||||||||
Citibank, N.A.
|
$ | 86,713,689.97 | $ | 132,650,880.95 | $ | 77,426,012.01 | $ | 296,790,582.93 | ||||||||
Comerica Bank
|
$ | 14,903,488.18 | $ | 0.00 | $ | 25,435,308.35 | $ | 40,338,796.53 | ||||||||
Fifth Third Bank
|
$ | 27,944,040.35 | $ | 45,129,503.90 | $ | 13,115,080.86 | $ | 86,188,625.11 | ||||||||
First Hawaiian Bank
|
$ | 5,049,652.46 | $ | 13,900,852.54 | $ | 6,463,560.71 | $ | 25,414,065.71 | ||||||||
JPMorgan Chase Bank, N.A.
|
$ | 122,104,554.11 | $ | 84,917,939.02 | $ | 88,840,779.24 | $ | 295,863,272.37 | ||||||||
Mizuho Corporate Bank, Ltd.
|
$ | 49,181,511.01 | $ | 81,688,960.58 | $ | 39,424,727.94 | $ | 170,295,199.53 | ||||||||
PNC Bank, N.A.
|
$ | 0.00 | $ | 0.00 | $ | 114,458,887.55 | $ | 114,458,887.55 | ||||||||
Sumitomo
Mitsui Banking Corporation
|
$ | 0.00 | $ | 26,257,165.90 | $ | 15,261,185.01 | $ | 41,518,350.91 | ||||||||
SunTrust Bank
|
$ | 48,775,052.24 | $ | 91,502,244.83 | $ | 31,216,060.23 | $ | 171,493,357.30 | ||||||||
The Bank of
Tokyo-Mitsubishi UFJ Ltd., New York Branch
|
$ | 46,200,813.37 | $ | 75,854,034.85 | $ | 47,055,320.43 | $ | 169,110,168.65 | ||||||||
The Northern Trust Company
|
$ | 35,768,371.64 | $ | 32,821,457.38 | $ | 17,168,833.13 | $ | 85,758,662.15 | ||||||||
US Bank, National Association
|
$ | 51,097,673.77 | $ | 93,775,592.51 | $ | 27,252,116.09 | $ | 172,125,382.37 | ||||||||
|
||||||||||||||||
Totals
|
$ | 550,087,384.82 | $ | 772,044,804.58 | $ | 597,275,182.71 | $ | 1,919,407,372.11 | ||||||||
|
2002 Credit | 2004 Credit | 2005 Credit | ||||||||||||||
Agreement | Agreement | Agreement | Principal Amount | |||||||||||||
Extending Lender | Commitment | Commitment | Commitment | Commitment | ||||||||||||
Barclays Bank PLC
|
$ | 34,862,385.32 | $ | 53,440,366.98 | $ | 36,697,247.70 | $ | 125,000,000.00 | ||||||||
Capital One, N.A.
|
$ | 0.00 | $ | 0.00 | $ | 25,000,000.00 | $ | 25,000,000.00 | ||||||||
Citibank, N.A.
|
$ | 48,486,238.53 | $ | 75,779,816.51 | $ | 50,733,944.96 | $ | 175,000,000.00 | ||||||||
Comerica Bank
|
$ | 8,333,333.33 | $ | 0.00 | $ | 16,666,666.67 | $ | 25,000,000.00 | ||||||||
Fifth Third Bank
|
$ | 15,625,000.00 | $ | 25,781,250.00 | $ | 8,593,750.00 | $ | 50,000,000.00 | ||||||||
First Hawaiian Bank
|
$ | 2,823,529.41 | $ | 7,941,176.47 | $ | 4,235,294.12 | $ | 15,000,000.00 | ||||||||
JPMorgan Chase Bank, N.A.
|
$ | 68,275,154.00 | $ | 48,511,293.64 | $ | 58,213,552.36 | $ | 175,000,000.00 | ||||||||
Mizuho Corporate Bank, Ltd.
|
$ | 27,500,000.00 | $ | 46,666,666.66 | $ | 25,833,333.34 | $ | 100,000,000.00 | ||||||||
PNC Bank, N.A.
|
$ | 0.00 | $ | 0.00 | $ | 75,000,000.00 | $ | 75,000,000.00 | ||||||||
Sumitomo
Mitsui Banking Corporation
|
$ | 0.00 | $ | 15,000,000.00 | $ | 10,000,000.00 | $ | 25,000,000.00 | ||||||||
SunTrust Bank
|
$ | 27,272,727.27 | $ | 52,272,727.28 | $ | 20,454,545.45 | $ | 100,000,000.00 | ||||||||
The Bank of
Tokyo-Mitsubishi UFJ Ltd., New York Branch
|
$ | 25,833,333.33 | $ | 43,333,333.34 | $ | 30,833,333.33 | $ | 100,000,000.00 | ||||||||
The Northern Trust Company
|
$ | 20,000,000.00 | $ | 18,750,000.00 | $ | 11,250,000.00 | $ | 50,000,000.00 | ||||||||
US Bank, National Association
|
$ | 28,571,428.57 | $ | 53,571,428.57 | $ | 17,857,142.86 | $ | 100,000,000.00 | ||||||||
|
||||||||||||||||
Totals
|
$ | 307,583,129.76 | $ | 441,048,059.45 | $ | 391,368,810.79 | $ | 1,140,000,000.00 | ||||||||
|
BARCLAYS BANK PLC, as an Assignor | ||||||
|
||||||
By: | /s/ Noam Azachi | |||||
|
Name: | Noam Azachi | ||||
|
Title: | Assistant Vice President |
Comerica Bank, as an Assignor | ||||||
|
||||||
By: | /s/ Blake Arnett | |||||
|
Name: | Blake Arnett | ||||
|
Title: | Vice President |
First Hawaiian Bank, as an Assignor | ||||||
|
||||||
By: | /s/ Dawn Hofmann | |||||
|
Name: | Dawn Hofmann | ||||
|
Title: | Vice President |
JPMORGAN CHASE BANK, N.A., as an Assignor | ||||||
|
||||||
By: | /s/ Peter B. Thauer | |||||
|
Name: | Peter B. Thauer | ||||
|
Title: | Executive Director |
MIZUHO CORPORATE BANK, LTD., as an Assignor | ||||||
|
||||||
By: | /s/ Bertram H. Tang | |||||
|
Name: | Bertram Tang | ||||
|
Title: | Authorized Signatory |
Sumitomo Mitsui Banking Corporation, as an Assignor | ||||||
|
||||||
By: | /s/ Yoshihiro Hyakutome | |||||
|
Name: | Yoshihiro Hyakutome | ||||
|
Title: | General Manager |
SUNTRUST BANK, as an Assignor | ||||||
|
||||||
By: | /s/ Michael Vegh | |||||
|
Name: | Michael Vegh | ||||
|
Title: | Director |
The Bank of Tokyo-Mitsubishi UFJ, Ltd., as an Assignor | ||||||
|
||||||
By: | /s/ George Stoecklein | |||||
|
Name: | George Stoecklein | ||||
|
Title: | Authorized Signatory |
The Bank of Tokyo-Mitsubishi UFJ Trust Company, as an Assignor | ||||||
|
||||||
By: | /s/ George Stoecklein | |||||
|
Name: | George Stoecklein | ||||
|
Title: | Vice President |
Capital One, N.A., as an Assignee | ||||||
|
||||||
By: | /s/ Rick Larsen | |||||
|
Name: | Rick Larsen | ||||
|
Title: | Senior Vice President |
CITIBANK, N.A., as an Assignee | ||||||
|
||||||
By: | /s/ Elisabeth Minnella Gonzalez | |||||
|
Name: | Elisabeth Minnella Gonzalez | ||||
|
Title: | Director and Vice President |
FIFTH THIRD BANK, as an Assignee | ||||||
|
||||||
By: | /s/ Randolph J. Stierer | |||||
|
Name: | Randolph J. Stierer | ||||
|
Title: | Vice President |
PNC Bank, N.A., as an Assignee | ||||||
|
||||||
By: | /s/ D. Jermaine Johnson | |||||
|
Name: | D. Jermaine Johnson | ||||
|
Title: | Senior Vice President |
The Northern Trust Company, as an Assignee | ||||||
|
||||||
By: | /s/ Michael Kingsley | |||||
|
Name: | Michael Kingsley | ||||
|
Title: | Senior Vice President |
US Bank, National Association, as an Assignee | ||||||
|
||||||
By: | /s/ Steven L. Sawyer | |||||
|
Name: | Steven L. Sawyer | ||||
|
Title: | Vice President |
Accepted for Recordation in the Register: | ||||||
|
||||||
JPMORGAN CHASE BANK, N.A., as | ||||||
Administrative Agent | ||||||
|
||||||
By: | /s/ Peter B. Thauer | |||||
|
Name: | Peter B. Thauer | ||||
|
Title: | Executive Director |
Consented by: | ||||||
|
||||||
GANNETT CO., INC. | ||||||
|
||||||
By: | /s/ Michael A. Hart | |||||
|
Name: | Michael A. Hart | ||||
|
Title: | Vice President & Treasurer |
Consented by: | ||||||
|
||||||
JPMORGAN CHASE BANK, N.A., as | ||||||
Administrative Agent | ||||||
|
||||||
By: | /s/ Peter B. Thauer | |||||
|
Name: | Peter B. Thauer | ||||
|
Title: | Executive Director |
JPMORGAN CHASE BANK, N.A., as | ||||||
Issuing Lender | ||||||
|
||||||
By: | /s/ Peter B. Thauer | |||||
|
Name: | Peter B. Thauer | ||||
|
Title: | Executive Director |
BANK OF AMERICA, N.A., as | ||||||
Issuing Lender | ||||||
|
||||||
By: | /s/ Peter van der Horst | |||||
|
Name: | Peter van der Horst | ||||
|
Title: | Senior Vice President |
- 2 -
GANNETT CO., INC.
|
||||
By: | /s/ Roxanne V. Horning | |||
Roxanne V. Horning | ||||
Senior V.P./Human Resources | ||||
By: | /s/ Craig A. Dubow | |||
Craig A. Dubow |
- 3 -
- 2 -
GANNETT CO., INC.
|
||||
By: | /s/ Roxanne V. Horning | |||
Roxanne V. Horning | ||||
Senior V.P./Human Resources | ||||
By: | /s/ Gracia C. Martore | |||
Gracia C. Martore |
- 3 -
UNIT | STATE OF INCORPORATION | |
101, INC.
|
HAWAII | |
6600 BROADVIEW, LLC
|
OHIO | |
ACTION ADVERTISING, INC.
|
WISCONSIN | |
THE ADVERTISER COMPANY
|
ALABAMA | |
ALEXANDRIA NEWSPAPERS, INC.
|
LOUISIANA | |
ARKANSAS TELEVISION COMPANY
|
ARKANSAS | |
BAXTER COUNTY NEWSPAPERS, INC.
|
ARKANSAS | |
CAPE PUBLICATIONS, INC.
|
DELAWARE | |
CAREERBUILDER, LLC
|
DELAWARE | |
CENTRAL NEWSPAPERS, INC.
|
INDIANA | |
CITIZEN PUBLISHING COMPANY
|
ARIZONA | |
CLIPPER MAGAZINE, LLC
|
DELAWARE | |
CNF CORP.
|
ARIZONA | |
COMBINED COMMUNICATIONS CORPORATION OF OKLAHOMA, INC.
|
OKLAHOMA | |
THE COURIER-JOURNAL, INC.
|
DELAWARE | |
DES MOINES PRESS CITIZEN LLC
|
DELAWARE | |
DES MOINES REGISTER AND TRIBUNE COMPANY
|
IOWA | |
THE DESERT SUN PUBLISHING COMPANY
|
CALIFORNIA | |
DETROIT FREE PRESS, INC.
|
MICHIGAN | |
DETROIT NEWSPAPER PARTNERSHIP, L.P.
|
DELAWARE | |
DETROIT WEEKEND DIRECT, LLC
|
DELAWARE | |
DIGICOL, INC.
|
DELAWARE | |
FEDERATED PUBLICATIONS, INC.
|
DELAWARE | |
FIRST COAST TOWER GROUP
|
FLORIDA | |
GCCC, LLC
|
DELAWARE | |
GNSS, LLC
|
DELAWARE | |
GANNETT DIRECT MARKETING SERVICES, INC.
|
KENTUCKY | |
GANNETT GEORGIA, LLC
|
DELAWARE | |
GANNETT INTERNATIONAL COMMUNICATIONS, INC.
|
DELAWARE | |
GANNETT MISSOURI PUBLISHING, INC.
|
KANSAS | |
GANNETT NEVADA PUBLISHING, INC.
|
NEVADA | |
GANNETT PACIFIC CORPORATION
|
HAWAII | |
GANNETT PACIFIC PUBLICATIONS, INC.
|
DELAWARE | |
GANNETT RETAIL ADVERTISING GROUP, INC.
|
DELAWARE |
UNIT
STATE OF INCORPORATION
ARKANSAS
DELAWARE
DELAWARE
UNITED KINGDOM
VERMONT
DELAWARE
DELAWARE
DELAWARE
HAWAII
DELAWARE
INDIANA
MICHIGAN
DELAWARE
DELAWARE
DELAWARE
SOUTH CAROLINA
SOUTH CAROLINA
SOUTH CAROLINA
SOUTH CAROLINA
DELAWARE
UNITED KINGDOM
UNITED KINGDOM
UNITED KINGDOM
DELAWARE
DELAWARE
ARIZONA
DELAWARE
DELAWARE
IOWA
NEVADA
DELAWARE
CALIFORNIA
DELAWARE
ARIZONA
DELAWARE
CALIFORNIA
DELAWARE
UNIT
STATE OF INCORPORATION
DELAWARE
MICHIGAN
DELAWARE
ARIZONA
DELAWARE
CANADA
CALIFORNIA
NORTH CAROLINA
DELAWARE
DELAWARE
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 registrants 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 registrants 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 registrants internal control over financial reporting that occurred during the registrants fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors: |
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 registrants 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 registrants internal control over financial reporting. |
/s/ Craig A. Dubow
|
||
Chairman 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 registrants 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 registrants 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 registrants internal control over financial reporting that occurred during the registrants fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors: |
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 registrants 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 registrants internal control over financial reporting. |
/s/ Paul N. Saleh
|
||
Senior Vice President and Chief Financial Officer (principal financial officer)
|
/s/ Craig A. Dubow
|
||
Chairman and Chief Executive Officer (principal executive officer)
|
||
|
||
February 23, 2011
|
/s/ Paul N. Saleh
|
||
Senior Vice President and Chief Financial Officer (principal financial officer)
|