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
(State or Other Jurisdiction of Incorporation or Organization) |
16-0442930
(I.R.S. Employer Identification No.) |
|
7950 Jones Branch Drive, McLean, Virginia
(Address of principal executive offices) |
22107-0910
(Zip Code) |
Title of Each Class
Common Stock, par value $1.00 per share |
Name of Each Exchange on Which Registered
The New York Stock Exchange |
Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o | Smaller reporting company o |
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Part III
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14. | 74 | |||||||
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Part IV
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15. | 74 | |||||||
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Exhibit 10.4.3 | ||||||||
Exhibit 10.6.4 | ||||||||
Exhibit 10.6.5 | ||||||||
Exhibit 10.6.6 | ||||||||
Exhibit 10.14 | ||||||||
Exhibit 10.15 | ||||||||
Exhibit 10.16 | ||||||||
Exhibit 10.16.1 | ||||||||
Exhibit 10.17 | ||||||||
Exhibit 10.18 | ||||||||
Exhibit 10.19 | ||||||||
Exhibit 21 | ||||||||
Exhibit 23 | ||||||||
Exhibit 31.1 | ||||||||
Exhibit 31.2 | ||||||||
Exhibit 32.1 | ||||||||
Exhibit 32.2 |
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
Drive innovation through the company to create new digital offerings that either
complement our news and information businesses, or that take us into new markets with new
audiences. This effort was bolstered by important executive appointments made in January
2008, with Chris D. Saridakis named as Senior Vice President and Chief Digital Officer.
Saridakis is responsible for expanding and enriching the companys global digital
operations. Saridakis was named CEO of PointRoll in 2005 after serving two years as the
companys chief operating officer. Prior to PointRoll, Saridakis was senior vice president
and general manager of the Global TechSolutions division for DoubleClick Inc.
Improve our core publishing and television operations through transformation of our
newsrooms into Information Centers. The Information Center concept has enhanced our appeal
to more customers in the markets we serve, with 24/7 updating and through several techniques
and products, including video streaming, database information on wide-ranging topics and
crowdsourcing to reflect information provided by our audiences. While our focus is on
customer centricity, our Information Center initiatives also fulfill our responsibilities
under the First Amendment.
In late 2008, the company launched a new initiative called ContentOne through which it
expects to fundamentally change the way content is gathered, shared and sold. ContentOnes
focus will be reducing duplication of effort in developing and gathering content and then
enhancing the sharing of content across the company. A key objective is to view our content
as a product, with usefulness and value beyond its inclusion in our newspapers, our
television broadcasts and our Web sites. ContentOne builds on the Information Center
initiative by creating a national focal point that will serve all of our businesses.
Continued focus on audience aggregation strategies through multiple products to achieve
maximum reach and coverage in our communities and better serve our advertisers.
Table of Contents
Maximize the use and deployment of resources throughout the company. In 2008, 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 our
markets. In this regard, the company has consolidated numerous production facilities and
established centralized accounting, credit and collection functions which will service
nearly all domestic business operations by the end of 2009. These efforts have achieved cost
efficiencies and permitted improved local focus on content and revenue-producing activities.
Maintain the companys strong financial discipline and capital structure, preserving its
flexibility to make acquisitions and affiliations.
Strengthen 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.
PointRoll, a leading rich media marketing company that provides Internet user-friendly
technology that allows advertisers to expand their online space and impact.
ShopLocal, a leader in multichannel shopping and advertising services.
CareerBuilder, the No. 1 employment Web site in the U.S.
Planet Discover, a provider of local, integrated online search and advertising technology.
Metromix, a digital joint venture which focuses on a common model for local online
entertainment sites, and then scales the sites into a national platform through the Metromix
brand.
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 new digital ad sales network.
Ripple6, a leading provider of technology platforms for social media services for
publishers and other users.
USA WEEKEND, a weekly newspaper magazine carried by more than 600 local newspapers with
an aggregate circulation reach of 23 million.
Clipper Magazine, a direct mail advertising magazine that publishes more than 500
individual market editions under the brands Clipper Magazine, Savvy Shopper and Mint
Magazine in 30 states.
Army Times Publishing, which publishes military and defense newspapers.
Gannett Healthcare Group, publisher of bi-weekly Nursing Spectrum and NurseWeek
periodicals specializing in nursing news and employment advertising, which reach one million
or nearly half of the registered nurses in the U.S. Gannett Healthcare Group also publishes
Today in OT and Today in PT periodicals, and it was expanded in 2008 with Pearls Review, a
nursing certification and education Web site.
Gannett Offset, a network of five commercial printing operations in the U.S.
Table of Contents
Be a communitys watchdog, sustaining high-quality First Amendment journalism.
Understand the audiences most important to our success and shape coverage around them.
Engage communities, making them full partners in all that we do.
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
Montgomery
Montgomery Advertiser
41,564
48,892
1829
www.montgomeryadvertiser.com
Phoenix
The Arizona Republic
384,446
486,686
1890
www.azcentral.com
Tucson
Tucson Citizen
20,485
1870
www.tucsoncitizen.com
Mountain Home
The Baxter Bulletin
10,646
1901
www.baxterbulletin.com
Palm Springs
The Desert Sun
47,090
50,598
1927
www.mydesert.com
Salinas
The Salinas Californian
14,510
1871
www.thecalifornian.com
Tulare
Tulare Advance-Register
5,935
1882
www.tulareadvanceregister.com
Visalia
Visalia Times-Delta
19,073
1859
www.visaliatimesdelta.com
Fort Collins
Fort Collins Coloradoan
25,289
29,089
1873
www.coloradoan.com
Wilmington
The News Journal
103,273
120,224
1871
www.delawareonline.com
Brevard County
FLORIDA TODAY
72,161
86,577
1966
www.floridatoday.com
Fort Myers
The News-Press
78,701
96,356
1884
www.news-press.com
Pensacola
Pensacola News Journal
53,332
66,574
1889
www.pnj.com
Tallahassee
Tallahassee Democrat
48,298
59,211
1905
www.tallahassee.com
Hagatna
Pacific Daily News
19,285
18,151
1944
www.guampdn.com
Honolulu
The Honolulu Advertiser
134,697
143,036
1856
www.honoluluadvertiser.com
Indianapolis
The Indianapolis Star
240,823
319,728
1903
www.indystar.com
Lafayette
Journal and Courier
33,338
39,471
1829
www.jconline.com
Muncie
The Star Press
29,444
31,607
1899
www.thestarpress.com
Richmond
Palladium-Item
14,443
18,564
1831
www.pal-item.com
Des Moines
The Des Moines Register
135,267
218,893
1849
www.desmoinesregister.com
Iowa City
Iowa City Press-Citizen
12,968
1860
www.press-citizen.com
Louisville
The Courier-Journal
196,083
253,092
1868
www.courier-journal.com
Alexandria
Alexandria Daily Town Talk
29,521
33,141
1883
www.thetowntalk.com
Lafayette
The Daily Advertiser
39,202
48,637
1865
www.theadvertiser.com
Monroe
The News-Star
31,513
35,549
1890
www.thenewsstar.com
Opelousas
Daily World
8,512
9,741
1939
www.dailyworld.com
Shreveport
The Times
49,060
60,752
1871
www.shreveporttimes.com
Table of Contents
State
Circulation
Territory
City
Newspaper/Online site
Morning
Afternoon
Sunday
Founded
Salisbury
The Daily Times
22,574
26,376
1900
www.delmarvanow.com
Battle Creek
Battle Creek Enquirer
19,805
26,070
1900
www.battlecreekenquirer.com
Detroit
Detroit Free Press
324,095
599,931
1832
www.freep.com
Lansing
Lansing State Journal
57,426
75,227
1855
www.lansingstatejournal.com
Livingston County
Daily Press & Argus
12,805
15,863
1843
www.livingstondaily.com
Port Huron
Times Herald
24,104
32,628
1900
www.thetimesherald.com
St. Cloud
St. Cloud Times
25,376
35,176
1861
www.sctimes.com
Hattiesburg
Hattiesburg American
16,526
19,754
1897
www.hattiesburgamerican.com
Jackson
The Clarion-Ledger
79,470
91,933
1837
www.clarionledger.com
Springfield
Springfield News-Leader
52,355
74,978
1893
www.news-leader.com
Great Falls
Great Falls Tribune
30,067
32,450
1885
www.greatfallstribune.com
Reno
Reno Gazette-Journal
54,261
64,197
1870
www.rgj.com
Asbury Park
Asbury Park Press
133,263
178,120
1879
www.app.com
Bridgewater
Courier News
27,372
29,737
1884
www.mycentraljersey.com
Cherry Hill
Courier-Post
62,675
75,469
1875
www.courierpostonline.com
East Brunswick
Home News Tribune
46,073
51,865
1879
www.mycentraljersey.com
Morristown
Daily Record
32,077
34,204
1900
www.dailyrecord.com
Vineland
The Daily Journal
16,570
1864
www.thedailyjournal.com
Binghamton
Press & Sun-Bulletin
46,702
59,051
1904
www.pressconnects.com
Elmira
Star-Gazette
23,113
31,388
1828
www.stargazette.com
Ithaca
The Ithaca Journal
14,853
1815
www.theithacajournal.com
Poughkeepsie
Poughkeepsie Journal
34,101
41,885
1785
www.poughkeepsiejournal.com
Rochester
Rochester Democrat and Chronicle
144,722
196,231
1833
www.democratandchronicle.com
Westchester County
The Journal News
103,294
123,243
1829
www.lohud.com
North Carolina
Asheville
Asheville Citizen-Times
48,298
55,851
1870
www.citizen-times.com
Table of Contents
State
Circulation
Territory
City
Newspaper/Online site
Morning
Afternoon
Sunday
Founded
Bucyrus
Telegraph-Forum
5,492
1923
www.bucyrustelegraphforum.com
Chillicothe
Chillicothe Gazette
12,556
13,143
1800
www.chillicothegazette.com
Cincinnati
The Cincinnati Enquirer
199,318
275,484
1841
www.cincinnati.com
Coshocton
Coshocton Tribune
5,663
6,184
1842
www.coshoctontribune.com
Fremont
The News-Messenger
10,367
1856
www.thenews-messenger.com
Lancaster
Lancaster Eagle-Gazette
11,404
12,384
1807
www.lancastereaglegazette.com
Mansfield
News Journal
26,572
33,376
1885
www.mansfieldnewsjournal.com
Marion
The Marion Star
11,137
11,489
1880
www.marionstar.com
Newark
The Advocate
17,056
18,882
1820
www.newarkadvocate.com
Port Clinton
News Herald
4,437
1864
www.portclintonnewsherald.com
Zanesville
Times Recorder
16,684
17,209
1852
www.zanesvilletimesrecorder.com
Salem
Statesman Journal
44,975
50,958
1851
www.statesmanjournal.com
Greenville
The Greenville News
75,416
105,412
1874
www.greenvilleonline.com
Sioux Falls
Argus Leader
45,066
63,413
1881
www.argusleader.com
Clarksville
The Leaf-Chronicle
19,532
21,724
1808
www.theleafchronicle.com
Jackson
The Jackson Sun
29,726
35,567
1848
www.jacksonsun.com
Murfreesboro
The Daily News Journal
13,900
17,665
1848
www.dnj.com
Nashville
The Tennessean
154,361
212,298
1812
www.tennessean.com
St. George
The Spectrum
21,513
23,042
1963
www.thespectrum.com
Burlington
The Burlington Free Press
38,596
46,217
1827
www.burlingtonfreepress.com
McLean
USA TODAY
2,255,295
1982
www.usatoday.com
Staunton
The Daily News Leader
16,855
18,631
1904
www.newsleader.com
Appleton
The Post-Crescent
50,320
63,086
1853
www.postcrescent.com
Fond du Lac
The Reporter
13,989
16,438
1870
www.fdlreporter.com
Green Bay
Green Bay Press-Gazette
53,020
75,068
1915
www.greenbaypressgazette.com
Manitowoc
Herald Times Reporter
13,314
14,280
1898
www.htrnews.com
Marshfield
Marshfield News-Herald
11,004
1927
www.marshfieldnewsherald.com
Oshkosh
Oshkosh Northwestern
19,509
23,036
1868
www.thenorthwestern.com
Sheboygan
The Sheboygan Press
19,190
23,053
1907
www.sheboyganpress.com
Stevens Point
Stevens Point Journal
10,772
1873
www.stevenspointjournal.com
Central Wisconsin Sunday
22,699
Wausau
Wausau Daily Herald
20,296
26,149
1903
www.wausaudailyherald.com
Wisconsin Rapids
The Daily Tribune
10,409
1914
www.wisconsinrapidstribune.com
Table of Contents
Circulation
City
Newspaper/Online site
Monday-Friday
Saturday
Founded
Echo
34,692
1969
www.echo-news.co.uk
Lancashire Telegraph
30,353
26,890
1886
www.lancashiretelegraph.co.uk
The Bolton News
29,757
24,441
1867
www.theboltonnews.co.uk
Daily Echo
31,538
34,670
1900
www.bournemouthecho.co.uk
Telegraph & Argus
36,199
32,673
1868
www.thetelegraphandargus.co.uk
The Argus
31,684
31,792
1880
www.theargus.co.uk
The Gazette
21,194
1970
www.gazette-news.co.uk
The Northern Echo
50,873
48,297
1870
www.thenorthernecho.co.uk
Evening Times
78,960
42,387
1876
www.eveningtimes.co.uk
The Herald
66,192
*
1783
www.theherald.co.uk
South Wales Argus
28,716
25,944
1892
www.southwalesargus.co.uk
Oxford Mail
24,892
22,663
1928
www.oxfordmail.co.uk
Southern Daily Echo
37,835
44,363
1888
www.dailyecho.co.uk
Swindon Advertiser
22,325
19,479
1854
www.swindonadvertiser.co.uk
Dorset Echo
18,503
19,650
1921
www.dorsetecho.co.uk
Worcester News
17,755
16,707
1937
www.worcesternews.co.uk
The Press
32,991
32,204
1882
www.thepress.co.uk
*
Monday-Saturday inclusive
Headquarters:
Chicago, Ill.
Headquarters:
Conshohocken, Pa.
Headquarters:
Fort Mitchell, Ky.
Sales offices:
Fort Mitchell, Ky.; Cedar Rapids, Iowa
Headquarters:
New York, N.Y.
Sales offices:
New York, N.Y.; Chicago, Ill.
Headquarters:
Wheeling, W.Va.
Sales offices:
Seattle, Wash.; Chicago, Ill.; Los Angeles Calif.; New York, N.Y.
Headquarters:
Chicago, Ill.
Sales offices:
Chicago, Ill.; Seattle, Wash.
Table of Contents
Weekly
State
City
Station/Online site
Channel/Network
Audience(a)
Founded
Flagstaff
KNAZ-TV
Channel 2/NBC
(b)
1970
Phoenix
KPNX-TV
Channel 12/NBC
1,282,000
1953
www.azcentral.com/12news
Little Rock
KTHV-TV
Channel 11/CBS
463,000
1955
www.todaysthv.com
Sacramento
KXTV-TV
Channel 10/ABC
1,026,000
1955
www.news10.net
Denver
KTVD-TV
Channel 20/MyNetworkTV
668,000
1988
www.my20denver.com
KUSA-TV
Channel 9/NBC
1,215,000
1952
www.9news.com
District of Columbia
Washington
WUSA-TV
Channel 9/CBS
1,799,000
1949
www.wusa9.com
Jacksonville
WJXX-TV
Channel 25/ABC
477,000
1989
WTLV-TV
Channel 12/NBC
536,000
1957
www.firstcoastnews.com
Tampa-St. Petersburg
WTSP-TV
Channel 10/CBS
1,309,000
1965
www.tampabays10.com
Atlanta
WATL-TV
Channel 36/MyNetworkTV
1,230,000
1954
www.myatltv.com
WXIA-TV
Channel 11/NBC
1,719,000
1948
www.11alive.com
Macon
WMAZ-TV
Channel 13/CBS
208,000
1953
www.13wmaz.com
Bangor
WLBZ-TV
Channel 2/NBC
108,000
1954
www.wlbz2.com
Portland
WCSH-TV
Channel 6/NBC
361,000
1953
www.wcsh6.com
Grand Rapids
WZZM-TV
Channel 13/ABC
415,000
1962
www.wzzm13.com
Minneapolis-St. Paul
KARE-TV
Channel 11/NBC
1,404,000
1953
www.kare11.com
St. Louis
KSDK-TV
Channel 5/NBC
1,138,000
1947
www.ksdk.com
Buffalo
WGRZ-TV
Channel 2/NBC
546,000
1954
www.wgrz.com
Greensboro
WFMY-TV
Channel 2/CBS
600,000
1949
www.digtriad.com
Cleveland
WKYC-TV
Channel 3/NBC
1,247,000
1948
www.wkyc.com
Columbia
WLTX-TV
Channel 19/CBS
296,000
1953
www.wltx.com
Knoxville
WBIR-TV
Channel 10/NBC
497,000
1956
www.wbir.com
Headquarters:
Chelmsford, Mass.
Advertising offices:
Chicago, Ill.; Los Angeles, Calif.; New York, N.Y.; San Francisco, Calif.; Toronto, Canada.
(a)
Weekly audience is number of TV households reached, according to the November 2008 Nielsen book.
(b)
Audience numbers fall below minimum reporting standards.
Table of Contents
Headquarters and editorial offices:
McLean, Va.
Editorial offices:
McLean, Va.
Advertising offices:
McLean, Va.; New York, N.Y.
Headquarters and editorial offices:
McLean, Va.
Headquarters and editorial offices:
McLean, Va.
Headquarters:
Mountville, Pa.
Publications:
Nursing Spectrum, NurseWeek, Today in PT, Today in OT
Headquarters:
Springfield, Va.
Headquarters:
McLean, Va.
Headquarters:
Springfield, Va.
Offset sites:
Atlanta, Ga.; Minneapolis, Minn.; Norwood, Mass.; St. Louis, Mo.; Springfield, Va.
Headquarters:
Louisville, Ky.
GANNETT ON THE NET:
News and information about
Gannett is available on our Web site,
www.gannett.com. In addition to news and other
information about our company, we provide access
through this site to our annual report on Form
10-K, our quarterly reports on Form 10-Q, our
current reports on Form 8-K and all amendments to
those reports as soon as reasonably practicable
after we file or furnish them electronically to
the Securities and Exchange Commission (SEC). Certifications by
Gannetts Chief Executive Officer and Chief Financial Officer are included as exhibits to the companys SEC reports (including the companys Form 10-K filed in 2008).
Table of Contents
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Table of Contents
23
24
25
26
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
ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES
Year
Quarter
Low
High
First
$
57.25
$
69.94
Second
$
65.13
$
74.69
Third
$
55.81
$
73.56
Fourth
$
48.94
$
68.06
First
$
61.81
$
70.25
Second
$
61.81
$
75.44
Third
$
66.81
$
76.94
Fourth
$
68.81
$
79.31
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
$
3.70
$
9.30
*
*
Through February 20, 2009
Table of Contents
2003
2004
2005
2006
2007
2008
100
92.77
69.90
71.22
47.36
10.78
100
110.88
116.33
134.70
142.10
89.53
100
94.54
74.68
72.14
50.34
12.22
Become the digital destination for local news and information in all our markets.
Create new business opportunities in the digital space through internal innovation,
acquisitions or affiliations. The company established a new Digital segment in 2008.
Maintain strong financial discipline throughout our operations.
Maximize existing resources through efforts to enhance revenues and control or reduce
costs. For businesses that do not fit with our 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
Table of Contents
Effectively manage in a global economic recession which will continue to adversely
affect all revenue streams for our publishing, digital and broadcasting businesses;
Continue transforming our cost structure to align expenses with revenue levels;
Respond to the changing media landscape and consumers increasing desire to access
content across multiple platforms; and
Drive innovation throughout the company with important efforts such as our ContentOne
initiative and the product distribution and online changes we are making at the Detroit
Free Press.
Table of Contents
Table of Contents
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
255
159
0.70
2
1
1
1
258
161
0.70
17
11
0.05
3
2
0.01
7
4
0.02
27
17
0.08
$
7,976
$
7,147
$
31.30
377
248
1.09
$
8,354
$
7,395
$
32.38
(a)
Total amounts may not sum due to rounding.
Table of Contents
2008
Change
2007
Change
2006
$
6,768
(9
%)
$
7,439
(5
%)
$
7,848
$
13,529
***
$
5,789
(3
%)
$
5,943
$
(6,762
)
***
$
1,651
(13
%)
$
1,905
$
(29.11
)
***
$
4.18
(13
%)
$
4.81
$
(29.11
)
***
$
4.17
(13
%)
$
4.81
(1)
Results for 2008 include pre-tax non-cash asset impairment charges of $8.35 billion ($7.39
billion after-tax or $32.38 per share). Results for 2007 include pre-tax non-cash intangible asset
impairment charges of $72.0 million ($50.8 million after-tax or $.22 per share). 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
2008
Change
2007
Change
2006
$
5,714
(13
%)
$
6,580
(5
%)
$
6,940
$
12,739
***
$
5,190
(3
%)
$
5,351
$
(7,026
)
***
$
1,390
(13
%)
$
1,589
(1)
Results for 2008 include pre-tax non-cash asset impairment charges of $7.95 billion. Results
for 2007 include pre-tax non-cash intangible asset impairment charges of $72.0 million. These
charges, which did not affect the companys operations or cash flow, and are more fully discussed
on page 28 of this report and in Notes 3 and 4 of the Consolidated Financial Statements.
2008
Change
2007
Change
2006
$
4,146
(16
%)
$
4,937
(6
%)
$
5,276
$
1,217
(3
%)
$
1,252
(2
%)
$
1,280
$
352
(10
%)
$
390
1
%
$
385
$
5,714
(13
%)
$
6,580
(5
%)
$
6,940
2008
Change
2007
Change
2006
$
1,964
(10
%)
$
2,184
(4
%)
$
2,279
$
672
(10
%)
$
751
(8
%)
$
820
$
1,509
(25
%)
$
2,003
(8
%)
$
2,177
$
4,146
(16
%)
$
4,937
(6
%)
$
5,276
Table of Contents
2008
Change
2007
Change
2006
4,521
(6
%)
4,809
(3
%)
4,980
412
(7
%)
442
(4
%)
461
4,933
(6
%)
5,251
(3
%)
5,441
5,539
(5
%)
5,828
(4
%)
6,068
Table of Contents
non-cash asset impairment charges of $7.95 billion;
generally lower operating results at most U.S. and U.K. properties as all ad revenue
categories were adversely affected by the economic conditions, which worsened as the year
progressed;
ad revenue losses attributed to increased level of competition from other media,
particularly the Internet;
lower newsprint usage and expense, which more than offset higher average prices for
the year;
higher severance and facility consolidation costs, although these will result in labor
and benefit savings going forward;
pension curtailment credit for certain U.S. plans;
currency translation at a lower rate in 2008; and
aggressive and broad based cost control efforts throughout U.S. and U.K. operations
contributed to significant year over year savings.
generally lower newsprint usage and prices; and
currency translation at a higher rate
in 2007.
generally lower operating results in the U.S. amid a softening overall revenue
environment and competitive forces;
lower employment, automotive and real estate ad
revenues in the U.S. and U.K.;
negative impact of 2006s extra week on 2007;
non-cash intangible asset impairment charge of $72.0 million; and
severance and facility consolidation costs, although these result in labor and benefit costs going forward.
2008
Change
2007
Change
2006
$
281
***
$
70
33
%
$
53
$
262
***
$
47
34
%
$
35
$
19
(18
%)
$
23
32
%
$
18
Table of Contents
2008
Change
2007
Change
2006
$
689
13
%
$
607
38
%
$
440
2008
Change
2007
Change
2006
$
773
(2
%)
$
789
(8
%)
$
855
$
466
(2
%)
$
474
$
475
$
306
(3
%)
$
315
(17
%)
$
380
2008
Change
2007
Change
2006
$
4,013
(4
%)
$
4,164
(5
%)
$
4,371
$
1,278
1
%
$
1,270
(2
%)
$
1,301
$
231
(6
%)
$
246
4
%
$
237
$
31
(14
%)
$
36
6
%
$
34
$
7,976
***
$
72
$
$
13,529
***
$
5,789
(3
%)
$
5,943
Table of Contents
2008
2007
2006
47.9
%
48.0
%
46.9
%
16.9
%
17.5
%
18.3
%
Table of Contents
2008
Change
2007
Change
2006
$
(29.11
)
***
$
4.18
(13
%)
$
4.81
$
(29.11
)
***
$
4.17
(13
%)
$
4.81
228,345
(2
%)
233,148
(1
%)
236,337
228,345
(2
%)
233,740
(1
%)
236,756
(1)
Results for 2008 include pre-tax non-cash asset impairment charges of $8.35 billion ($7.39
billion after-tax or $32.28 per share). Results for 2007 include pre-tax non-cash intangible asset
impairment charges of $72.0 million ($50.8 million after-tax or $.22 per share). The asset
impairment charges did not affect the companys operations or cash flow. Refer to page 28 of this
report for further discussion and to Notes 3 and 4 of the Consolidated Financial Statements.
2007
Change
2006
$
6,221
(73
%)
$
22,896
$
.03
(70
%)
$
.10
$
73,814
$
.32
2008
Change
2007
Change
2006
$
(6,648
)
***
$
1,056
(9
%)
$
1,161
$
(29.11
)
***
$
4.53
(8
%)
$
4.91
$
(29.11
)
***
$
4.52
(8
%)
$
4.90
Table of Contents
2008
2007
2006
1.1-to-1
1.4-to-1
1.4-to-1
7.5
7.5
7.8
5.8
6.8
6.4
Dec. 28, 2008
Dec. 30, 2007
$
632,205
$
750,000
498,464
497,832
280,000
1,907,000
499,269
499,046
835,010
499,721
1,000,000
4
16,729
$
3,816,942
$
4,098,338
Table of Contents
In thousands of dollars
$
778,464
3,038,478
$
3,816,942
Table of Contents
Contractual obligations
Payments due by period
In millions of dollars
Total
2009
2010-11
2012-13
Thereafter
$
4,368
$
179
$
1,118
$
3,071
$
340
60
96
64
120
605
320
179
96
10
107
14
77
15
1
423
41
83
85
214
$
5,843
$
614
$
1,553
$
3,331
$
345
(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 back-up revolving credit agreements.
(2)
See Note 12 to the Consolidated Financial Statements.
(3)
Includes purchase obligations related to printing contracts, newsprint 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. 28, 2008, 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 reflected in the consolidated
balance sheet and commitments to purchase programming to be produced in future years.
(5)
Other long-term liabilities primarily consist of amounts expected to be paid under
postretirement benefit plans.
Cash dividends
Payment date
Per share
4th Quarter
Jan. 2, 2009
$
.40
3rd Quarter
Oct. 1, 2008
$
.40
2nd Quarter
July 1, 2008
$
.40
1st Quarter
April 1, 2008
$
.40
4th Quarter
Jan. 2, 2008
$
.40
3rd Quarter
Oct. 1, 2007
$
.40
2nd Quarter
July 2, 2007
$
.31
1st Quarter
April 2, 2007
$
.31
Table of Contents
Table of Contents
Page
41
42
44
45
46
47
70
72
68
*
All other schedules prescribed under Regulation S-X are omitted because they are not applicable or not required.
Table of Contents
February 24, 2009
Table of Contents
Assets
Dec. 28, 2008
Dec. 30, 2007
$
98,949
$
77,249
846,590
956,523
58,399
92,660
121,484
97,086
29,386
28,470
91,136
91,267
1,245,944
1,343,255
218,260
224,609
1,454,303
1,545,781
2,891,966
3,087,618
42,834
63,869
4,607,363
4,921,877
(2,385,869
)
(2,306,207
)
2,221,494
2,615,670
2,872,888
10,034,943
582,691
735,461
460,567
413,230
1,158,398
4,329,376
11,928,802
$
7,796,814
$
15,887,727
Table of Contents
CONSOLIDATED BALANCE SHEETS
Liabilities and shareholders equity
Dec. 28, 2008
Dec. 30, 2007
$
287,690
$
219,450
36,883
37,943
191,019
144,318
27,432
24,972
246,271
237,955
91,465
93,050
24,301
272,381
180,174
1,153,141
962,163
696,112
227,067
319,778
3,816,942
4,098,338
217,143
216,988
882,511
244,780
234,384
312,130
6,531,188
6,850,289
209,744
20,279
324,419
324,419
743,199
721,205
6,006,753
13,019,143
(469,252
)
430,891
6,605,119
14,495,658
(5,549,237
)
(5,478,499
)
1,055,882
9,017,159
$
7,796,814
$
15,887,727
Table of Contents
Fiscal year ended
Dec. 28, 2008
Dec. 30, 2007
Dec. 31, 2006
$
4,145,592
$
4,937,159
$
5,275,650
1,216,637
1,252,356
1,279,530
281,378
70,347
52,773
772,533
789,297
854,821
351,510
390,301
384,839
6,767,650
7,439,460
7,847,613
4,012,727
4,164,083
4,370,550
1,277,962
1,270,090
1,301,170
230,987
246,275
237,309
31,211
36,086
33,989
7,976,418
72,030
13,529,305
5,788,564
5,943,018
(6,761,655
)
1,650,896
1,904,595
(374,925
)
40,693
38,044
(190,845
)
(259,825
)
(288,040
)
21,460
17,113
27,487
(544,310
)
(202,019
)
(222,509
)
(7,305,965
)
1,448,877
1,682,086
(658,400
)
473,300
544,200
(6,647,565
)
975,577
1,137,886
6,221
22,896
73,814
$
(6,647,565
)
$
1,055,612
$
1,160,782
$
(29.11
)
$
4.18
$
4.81
.03
.10
.32
$
(29.11
)
$
4.53
$
4.91
$
(29.11
)
$
4.17
$
4.81
.03
.10
.32
$
(29.11
)
$
4.52
$
4.90
Table of Contents
Fiscal year ended
Dec. 28, 2008
Dec. 30, 2007
Dec. 31, 2006
$
(6,647,565
)
$
1,055,612
$
1,160,782
(73,814
)
(134,932
)
230,987
249,039
242,781
31,211
36,086
33,989
7,976,418
72,030
6,885
1,535
2,148
22,646
29,082
47,040
(816,219
)
15,488
32,010
(61,258
)
20,064
92,016
374,925
(40,693
)
(38,044
)
(54,996
)
(37,760
)
(42,689
)
132,143
56,237
(1,341
)
16,285
200,780
19,613
(26,856
)
21,943
(2,145
)
50,256
(35,970
)
(34,165
)
(151,469
)
(46,070
)
(17,759
)
(66,207
)
(43,548
)
(14,371
)
1,017,186
1,345,109
1,479,865
(165,000
)
(171,405
)
(200,780
)
(168,570
)
(30,581
)
(402,684
)
(46,779
)
(39,963
)
(338,341
)
29,049
43,381
53,751
78,541
464,157
42,927
93,822
(272,759
)
265,589
(751,305
)
1,907,000
280,000
1,000,000
1,246,820
(833,876
)
(1,364,523
)
(1,481,828
)
(1,628,458
)
(748,099
)
(366,748
)
(311,237
)
(280,008
)
(72,764
)
(215,210
)
(215,426
)
12,472
27,353
(2,041
)
(3,014
)
(3,013
)
(716,887
)
(1,629,611
)
(706,102
)
(5,840
)
1,906
2,995
21,700
(17,007
)
25,453
77,249
94,256
68,803
$
98,949
$
77,249
$
94,256
Table of Contents
Fiscal years ended
Common
Accumulated
December 31, 2006,
stock
Additional
other
December 30, 2007,
$1 par
paid-in
Retained
comprehensive
Treasury
and December 28, 2008
value
capital
earnings
income (loss)
stock
Total
$
324,419
$
619,569
$
11,459,496
$
249,150
$
(5,082,072
)
$
7,570,562
1,160,782
1,160,782
413,878
413,878
19,638
19,638
1,594,298
(376,368
)
(376,368
)
(283,237
)
(283,237
)
(215,426
)
(215,426
)
14,303
13,050
27,353
39,230
39,230
7,810
7,810
3,325
3,325
1,663
13,053
14,716
$
324,419
$
685,900
$
12,337,041
$
306,298
$
(5,271,395
)
$
8,382,263
1,055,612
1,055,612
78,230
78,230
(8,523
)
(8,523
)
54,886
54,886
1,180,205
(331,010
)
(331,010
)
(42,500
)
(42,500
)
(215,210
)
(215,210
)
7,493
4,557
12,050
21,178
21,178
7,904
7,904
422
422
(1,692
)
3,549
1,857
$
324,419
$
721,205
$
13,019,143
$
430,891
$
(5,478,499
)
$
9,017,159
(6,647,565
)
(6,647,565
)
(421,845
)
(421,845
)
3,445
3,445
(481,743
)
(481,743
)
(7,547,708
)
(364,825
)
(364,825
)
(72,764
)
(72,764
)
13,097
13,097
9,549
9,549
(652
)
2,026
1,374
$
324,419
$
743,199
$
6,006,753
$
(469,252
)
$
(5,549,237
)
$
1,055,882
Table of Contents
Table of Contents
Table of Contents
Table of Contents
2007
2006
$
41
$
128
$
10
$
37
$
6
$
23
Table of Contents
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
255
159
0.70
2
1
1
1
258
161
0.70
17
11
0.05
3
2
0.01
7
4
0.02
27
17
0.08
$
7,976
$
7,147
$
31.30
377
248
1.09
$
8,354
$
7,395
$
32.38
(a)
Total amounts may not sum due to rounding.
Table of Contents
SFAS No. 142 requires that goodwill and indefinite-lived intangible assets be tested for impairment
at least annually. Recognized intangible assets that have finite useful lives are amortized over
their useful lives and are subject to tests for impairment in accordance with the provisions of
SFAS No. 144.
Table of Contents
Accumulated
Gross
Amortization
Net
$
2,872,888
$
$
2,872,888
104,512
104,512
255,304
255,304
298,566
116,803
181,763
59,777
18,665
41,112
$
3,591,047
$
135,468
$
3,455,579
$
10,034,943
$
$
10,034,943
248,501
248,501
255,304
255,304
307,114
110,491
196,623
48,222
13,189
35,033
$
10,894,084
$
123,680
$
10,770,404
Publishing
Digital
Broadcasting
Total
$
8,358,346
$
78,705
$
1,623,389
$
10,060,440
32,452
27,375
(4,891
)
54,936
(138,345
)
(138,345
)
57,358
554
57,912
$
8,309,811
$
106,080
$
1,619,052
$
10,034,943
(985
)
568,208
(397
)
566,826
(7,448,048
)
(10,000
)
(7,458,048
)
(137
)
(137
)
(266,313
)
(3,695
)
(688
)
(270,696
)
$
594,328
$
660,593
$
1,617,967
$
2,872,888
2008
2007
2006
$
306,074
$
653,368
$
549,763
$
188,385
$
260,247
$
281,275
Table of Contents
% Owned
13.50
%
19.49
%
19.67
%
23.60
%
23.30
%
24.71
%
25.00
%
28.52
%
31.10
%
33.71
%
40.64
%
50.00
%
50.00
%
50.00
%
Dec. 28, 2008
Dec. 30, 2007
$
632,205
$
750,000
498,464
497,832
280,000
1,907,000
499,269
499,046
835,010
499,721
1,000,000
4
16,729
$
3,816,942
$
4,098,338
Table of Contents
Table of Contents
In thousands of dollars
$
778,464
3,038,478
$
3,816,942
2008
2007
2006
$
64,563
$
100,213
$
107,644
207,758
199,714
183,637
(266,079
)
(276,437
)
(247,434
)
(9,682
)
(21,025
)
(21,097
)
23,465
43,051
68,824
(46,463
)
4,168
1,527
2,703
(22,270
)
47,043
94,277
5,002
7,246
8,398
$
(17,268
)
$
54,289
$
102,675
Table of Contents
Dec. 28, 2008
Dec. 30, 2007
$
3,519,996
$
3,527,523
64,563
100,213
207,758
199,714
12,130
13,212
92,284
(7,077
)
(175,842
)
(100,291
)
(192,550
)
14,551
(258,620
)
(229,376
)
(213,600
)
4,168
1,527
$
3,060,287
$
3,519,996
$
3,376,268
$
3,291,675
(826,125
)
251,731
12,130
13,212
43,990
34,225
(258,620
)
(229,376
)
(179,084
)
14,801
$
2,168,559
$
3,376,268
$
(891,728
)
$
(143,728
)
$
4,988
$
116,150
$
(14,205
)
$
(15,098
)
$
(882,511
)
$
(244,780
)
Fair Value of
Benefit
Funded
Plan Assets
Obligation
Status
$
1,621,971
$
2,209,188
$
(587,217
)
187,909
(187,909
)
447,138
493,009
(45,871
)
99,450
170,181
(70,731
)
$
2,168,559
$
3,060,287
$
(891,728
)
In thousands of dollars
$
(916,361
)
213,600
(46,463
)
23,465
(92,284
)
(9,682
)
51,223
$
(776,502
)
2008
2007
2006
6.23
%
5.85
%
5.61
%
8.75
%
8.75
%
8.75
%
4.00
%
4.00
%
4.00
%
Dec. 28, 2008
Dec. 30, 2007
6.26
%
6.08
%
3.00
%
4.00
%
Dec. 28, 2008
Dec. 30, 2007
$
2,954,780
$
280,667
$
2,107,175
$
64,900
Dec. 28, 2008
Dec. 30, 2007
$
3,003,891
$
1,134,243
$
2,107,175
$
874,365
Table of Contents
Target Allocation
Allocation of Plan Assets
2009
2008
2007
59
%
40
%
59
%
30
52
34
11
8
7
100
%
100
%
100
%
In thousands of dollars
$
210,003
$
209,905
$
211,967
$
216,916
$
219,873
$
1,146,612
2008
2007
2006
$
1,634
$
1,906
$
2,101
14,013
13,817
13,604
(15,560
)
(15,560
)
(15,560
)
4,752
5,180
5,068
$
4,839
$
5,343
$
5,213
$
1,307
$
356
$
231
Dec. 28, 2008
Dec. 30, 2007
$
242,610
$
251,402
1,634
1,906
14,013
13,817
13,621
11,937
(957
)
9,029
(2,173
)
1,307
356
(40,100
)
(37,466
)
3,033
2,831
$
244,190
$
242,610
$
$
26,479
25,529
13,621
11,937
(40,100
)
(37,466
)
$
$
$
244,190
$
242,610
$
27,047
$
25,622
$
217,143
$
216,988
Table of Contents
$
(11,222
)
957
4,752
(15,560
)
$
(21,073
)
2008
2007
2006
6.13
%
5.81
%
5.57
%
8.00
%
9.00
%
10.00
%
8.00
%
9.00
%
10.00
%
5.00
%
5.00
%
5.00
%
2014
2011
2011
Dec. 28, 2008
Dec. 30, 2007
6.15
%
6.13
%
7.50
%
8.00
%
5.00
%
5.00
%
2014
2014
In thousands of dollars
Benefit Payments
Subsidy Benefits
$
27,047
$
3,141
$
26,798
$
3,246
$
26,303
$
3,327
$
25,280
$
3,386
$
24,624
$
3,394
$
110,847
$
13,577
2008
Current
Deferred
Total
$
196,648
$
(636,841
)
$
(440,193
)
(25,236
)
(152,567
)
(177,803
)
(13,593
)
(26,811
)
(40,404
)
$
157,819
$
(816,219
)
$
(658,400
)
2007
Current
Deferred
Total
$
358,018
$
9,434
$
367,452
42,240
12,529
54,769
57,554
(6,475
)
51,079
$
457,812
$
15,488
$
473,300
2006
Current
Deferred
Total
$
407,774
$
19,082
$
426,856
60,222
7,496
67,718
43,808
5,818
49,626
$
511,804
$
32,396
$
544,200
2008
2007
2006
$
(4,752,181
)
$
1,091,725
$
1,378,411
(2,553,784
)
357,152
303,675
$
(7,305,965
)
$
1,448,877
$
1,682,086
Fiscal year
2008
2007
2006
35.0
%
35.0
%
35.0
%
(27.8
)
3.0
2.5
2.1
(2.0
)
(2.8
)
(2.7
)
0.8
(2.0
)
(2.0
)
9.0
%
32.7
%
32.4
%
Table of Contents
Dec. 28, 2008
Dec. 30, 2007
$
340,632
$
398,552
593,866
101,390
340,632
1,093,808
(52,984
)
(114,153
)
(114,428
)
(348,608
)
(59,569
)
(97,550
)
(95,413
)
(70,761
)
(93,509
)
(92,953
)
(53,576
)
(63,247
)
(830,585
)
(426,166
)
(489,953
)
667,642
(29,386
)
(28,470
)
$
(460,567
)
$
696,112
Dec. 28, 2008
Dec. 30, 2007
$
264,245
$
239,406
13,645
44,846
12,396
32,624
(45,397
)
(26,856
)
(33,403
)
(16,209
)
(29,461
)
(9,566
)
$
182,025
$
264,245
Table of Contents
2008
2007
2006
$
(6,647,565
)
$
1,055,612
$
1,160,782
228,345
233,148
236,337
300
382
292
37
228,345
233,740
236,756
$
(29.11
)
$
4.53
$
4.91
$
(29.11
)
$
4.52
$
4.90
Table of Contents
2008
2007
2006
4.5 yrs.
4.5 yrs.
4.5 yrs.
17.51 34.63%
16.77 17.80%
11.46 22.0%
28.60%
17.35%
19.32%
1.55 3.25%
3.51 4.52%
4.32 4.84%
4.20 13.30%
2.07 4.20%
1.30 2.07%
9.91%
2.97%
2.01%
2008
2007
2006
$
13,097
$
21,178
$
39,230
9,549
7,904
7,810
22,646
29,082
47,040
8,605
11,040
17,856
$
14,041
$
18,042
$
29,184
$
.06
$
.08
$
.12
Table of Contents
Weighted
average
Weighted
remaining
average
contractual
Aggregate
exercise
term
intrinsic
2008 Stock Option Activity
Shares
price
(in years)
value
27,933,353
$
70.88
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
Weighted
remaining
average
contractual
Aggregate
exercise
term
intrinsic
2007 Stock Option Activity
Shares
price
(in years)
value
28,920,680
$
71.68
1,413,526
50.43
(216,864
)
55.58
(2,183,989
)
69.73
27,933,353
$
70.88
4.8
$
1,406,344
23,867,697
$
73.24
4.5
$
8.59
Weighted
average
Weighted
remaining
average
contractual
Aggregate
exercise
term
intrinsic
2006 Stock Option Activity
Shares
price
(in years)
value
28,913,513
$
71.91
1,770,722
59.56
(620,091
)
44.08
(1,143,464
)
74.02
28,920,680
$
71.68
5.6
$
14,387,000
24,651,725
$
73.48
5.3
12,523,000
$
11.82
Weighted
average
2008 Restricted Stock 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
Weighted
average
2007 Restricted Stock Activity
Shares
fair value
586,900
$
60.49
613,520
37.15
(101,558
)
48.95
(57,640
)
60.01
1,041,222
$
47.89
Weighted
average
2006 Restricted Stock Activity
Shares
fair value
275,409
$
62.37
340,874
59.20
(2,826
)
73.81
(26,557
)
60.83
586,900
$
60.49
Table of Contents
Table of Contents
$
60,371
52,175
44,300
35,760
27,983
119,549
$
340,138
Level 1
Level 2
Level 3
Total
$
40,101
$
$
$
40,101
19,724
27,500
47,224
9,722
9,722
Table of Contents
2008
2007
2006
$
5,713,739
$
6,579,816
$
6,940,019
281,378
70,347
52,773
772,533
789,297
854,821
$
6,767,650
$
7,439,460
$
7,847,613
$
(7,025,681
)
$
1,390,170
$
1,588,972
18,934
23,201
17,540
306,354
314,900
379,989
(61,262
)
(77,375
)
(81,906
)
$
(6,761,655
)
$
1,650,896
$
1,904,595
$
8,147,018
$
299,921
$
212,712
31,950
5,260
5,360
42,520
33,553
36,675
17,128
15,657
16,551
$
8,238,616
$
354,391
$
271,298
$
(365,371
)
$
45,054
$
53,680
(9,554
)
(4,361
)
(15,636
)
$
(374,925
)
$
40,693
$
38,044
$
4,038,015
$
12,565,723
$
12,844,757
1,096,026
409,577
390,146
2,153,257
2,366,793
2,377,971
509,516
545,634
610,930
$
7,796,814
$
15,887,727
$
16,223,804
$
104,804
$
136,472
$
159,202
5,445
1,011
1,372
52,706
29,096
33,426
2,045
4,826
6,780
$
165,000
$
171,405
$
200,780
(1)
Corporate amounts represent those not directly related to the companys three business
segments.
(2)
Results for 2008 include pre-tax non-cash asset impairment and other charges of $7.95 billion
for publishing, $15 million for digital, $8 million for broadcasting, and $1 million for
corporate. Results for 2007 include pre-tax non-cash intangible asset impairment charges of $72.0
million for publishing. 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
2008
2007
2006
2005
2004
$
4,145,592
$
4,937,159
$
5,275,650
$
5,065,380
$
4,742,641
1,216,637
1,252,356
1,279,530
1,236,406
1,189,553
281,378
70,347
52,773
25,383
772,533
789,297
854,821
736,452
821,543
351,510
390,301
384,839
371,015
350,836
6,767,650
7,439,460
7,847,613
7,434,636
7,104,573
5,290,689
5,434,173
5,671,720
5,191,477
4,850,408
230,987
246,275
237,309
242,577
219,109
31,211
36,086
33,989
23,236
11,634
7,976,418
72,030
13,529,305
5,788,564
5,943,018
5,457,290
5,081,151
(6,761,655
)
1,650,896
1,904,595
1,977,346
2,023,422
(374,925
)
40,693
38,044
6,638
21,571
(190,845
)
(259,825
)
(288,040
)
(210,625
)
(140,647
)
21,460
17,113
27,487
2,931
11,065
(544,310
)
(202,019
)
(222,509
)
(201,056
)
(108,011
)
(7,305,965
)
1,448,877
1,682,086
1,776,290
1,915,411
(658,400
)
473,300
544,200
590,390
647,339
$
(6,647,565
)
$
975,577
$
1,137,886
$
1,185,900
$
1,268,072
$
(29.11)/$(29.11
)
$
4.18/$4.17
$
4.81/$4.81
$
4.84/$4.82
$
4.79/$4.74
$
1.60
$
1.42
$
1.20
$
1.12
$
1.04
228,345
233,148
236,337
244,958
264,714
228,345
233,740
236,756
246,256
267,590
$
3,816,942
$
4,098,338
$
5,210,021
$
5,438,273
$
4,607,743
$
1,055,882
$
9,017,159
$
8,382,263
$
7,570,562
$
8,164,002
$
7,796,814
$
15,887,727
$
16,223,804
$
15,743,396
$
15,420,740
8.5
%
11.8
%
14.6
%
15.6
%
15.9
%
(796.4
%)
(13.1
%)
(0.6
%)
1.0
%
11.1
%
(798.1
%)
(13.3
%)
(0.2
%)
1.7
%
11.0
%
12.7
%
18.3
%
7.1
%
7.7
%
6.1
%
2.54
1.99
2.32
2.41
2.01
(35.4
)x
6.4
x
6.6
x
9.4
x
14.4
x
(1)
Calculated using income from continuing operations plus earnings from discontinued operations
(but excluding the gain in 2007 and 2005 on the disposal of discontinued operations). In addition,
net income and shareholders equity were adjusted to remove the effect of the $8.4 billion ($7.4
billion after-tax) and $72.0 million ($50.8 million after-tax) of asset impairment and other
charges recognized in 2008 and 2007, respectively.
(2)
EBITDA is calculated by adding income taxes, interest expense, depreciation, amortization of
intangible assets and asset impairment and other charges recorded in operating income (loss) and
non-operating expense (see Notes 3 and 4 to the Consolidated Financial Statements) to income (loss)
from continuing operations.
Table of Contents
Year acquired
Name
Location
Publication times or business
2004
NurseWeek
Sunnyvale, Calif.
The Daily News Journal
Murfreesboro, Tenn.
The Williamson County Review Appeal
Franklin, Tenn.
Captivate Network
Westford, Mass.
Green Bay News Chronicle
Green Bay, Wis.
2005
Hometown Communications, Inc.
Livingston County, Mich.
Lansing, Mich.
Cincinnati, Ohio
Suburban Detroit
PointRoll, Inc.
Conshohocken, Pa.
for online businesses/advertisers
Mint Magazine, Inc.
Jacksonville, Fla.
The Tallahassee Democrat (3)
Tallahassee, Fla.
Exchange & Mart and Auto Exchange
U.K.
2006
KTVD-TV
Denver, Colo.
WATL-TV
Atlanta, Ga.
Planet Discover
Cedar Rapids, Iowa
Fort Mitchell, Ky.
Marco Island Sun Times
Marco Island, Fla.
FS View & Florida Flambeau
Tallahassee, Fla.
2007
Central Florida Future
Orlando, Fla.
Central Ohio Advertiser Network
Chillicothe, Ohio
Schedule Star LLC
Wheeling, W.Va.
2008
X.com, Inc. (BNQT.com)
Pasadena, Calif.
ShopLocal
Chicago, Ill.
CareerBuilder
Chicago, Ill., Atlanta, Ga.
Pearls Review
St. Petersburg, Fla.
Ripple6
New York, N.Y.
Table of Contents
Year disposed
Name
Location
Publication times or business
2004
The Times (4)
Gainesville, Ga.
2005
The Bellingham Herald (3)
Bellingham, Wash.
The Idaho Statesman (3)
Boise, Idaho
The Olympian (3)
Olympia, Wash.
Public Opinion (2)
Chambersburg, Pa.
Texas-New Mexico
Texas, New Mexico
2006
Muskogee Phoenix (1)
Muskogee, Okla.
2007
Chronicle Tribune (1)
Marion, Ind.
Norwich Bulletin
Norwich, Conn.
Rockford Register Star
Rockford, Ill.
The Herald-Dispatch
Huntington, W. Va.
Observer-Dispatch
Utica, N.Y.
2008
Telematch
Springfield, Va.
(1)
These properties were contributed to the Gannett Foundation, a not-for-profit, private
foundation.
(2)
On Dec. 25, 2005, the company contributed the Public Opinion to the Texas-New Mexico Newspapers
Partnership at which time the partnership was expanded. At the time of the expansion, the companys
interest in the partnership was reduced from 66.6% to 40.6%.
(3)
Exchanged for The Tallahassee Democrat in Tallahassee, Fla., plus cash consideration.
(4)
Exchanged for The Daily News Journal in Murfreesboro, Tenn., and several other nondaily
publications (including The Williamson County Review Appeal in Franklin, Tenn.)
Table of Contents
Fiscal year ended December 28, 2008
1st Quarter
(2)
2nd Quarter
(2)(3)
3rd Quarter
4th Quarter
(4)
Total
$
1,096,894
$
1,108,189
$
977,111
$
963,398
$
4,145,592
309,178
305,994
298,978
302,487
1,216,637
13,893
20,008
77,594
169,883
281,378
170,180
192,568
197,000
212,785
772,533
86,724
91,230
86,627
86,929
351,510
1,676,869
1,717,989
1,637,310
1,735,482
6,767,650
986,500
988,538
985,004
1,052,685
4,012,727
294,896
299,539
328,320
355,207
1,277,962
59,602
55,109
57,682
58,594
230,987
8,240
6,475
7,123
9,373
31,211
2,501,874
5,474,544
7,976,418
1,349,238
3,851,535
1,378,129
6,950,403
13,529,305
327,631
(2,133,546
)
259,181
(5,214,921
)
(6,761,655
)
(11,755
)
(252,793
)
5,711
(116,088
)
(374,925
)
(48,549
)
(43,957
)
(46,802
)
(51,537
)
(190,845
)
24,151
5,340
(3,333
)
(4,698
)
21,460
(36,153
)
(291,410
)
(44,424
)
(172,323
)
(544,310
)
291,478
(2,424,956
)
214,757
(5,387,244
)
(7,305,965
)
99,700
(134,200
)
56,700
(680,600
)
(658,400
)
$
191,778
$
(2,290,756
)
$
158,057
$
(4,706,644
)
$
(6,647,565
)
$
0.84
$
(10.03
)
$
0.69
$
(20.65
)
$
(29.11
)
$
0.84
$
(10.03
)
$
0.69
$
(20.65
)
$
(29.11
)
$
0.40
$
0.40
$
0.40
$
0.40
$
1.60
(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 for
the year.
(2)
Certain amounts differ from amounts previously reported on Form 10-Q due to revenue
reclassifications made in connection with the companys new Digital segment described in Note 1
to the Consolidated Financial Statements and the reclassification of accelerated depreciation
recognized in the second quarter of 2008 to asset impairment and other charges from depreciation.
(3)
Results for the second quarter of 2008 include pre-tax non-cash impairment charges of $2.8
billion ($2.5 billion after-tax or $11.08 per share). The asset impairment charges did not affect
the companys operations or cash flow. Refer to Note 3 of the Consolidated Financial Statements for
more information.
(4)
Results for the fourth quarter of 2008 include pre-tax non-cash asset impairment and other
charges of $5.6 billion ($4.9 billion after-tax or $21.34 per share). These charges did not affect
the companys operations or cash flow. Refer to Note 3 of the Consolidated Financial Statements for
more information.
Table of Contents
Fiscal year ended December 30, 2007
1st Quarter
(3)
2nd Quarter
(3)
3rd Quarter
4th Quarter
(2)
Total
$
1,221,627
$
1,281,555
$
1,187,744
$
1,246,233
$
4,937,159
317,535
312,506
309,143
313,172
1,252,356
13,087
16,346
17,181
23,733
70,347
183,059
204,666
189,540
212,032
789,297
95,906
97,562
95,085
101,748
390,301
1,831,214
1,912,635
1,798,693
1,896,918
7,439,460
1,057,936
1,052,476
1,026,041
1,027,630
4,164,083
320,521
320,636
313,654
315,279
1,270,090
62,185
62,677
61,017
60,396
246,275
8,855
8,855
8,852
9,524
36,086
72,030
72,030
1,449,497
1,444,644
1,409,564
1,484,859
5,788,564
381,717
467,991
389,129
412,059
1,650,896
(1,480
)
17,470
15,332
9,371
40,693
(72,945
)
(66,400
)
(63,010
)
(57,470
)
(259,825
)
(38
)
10,324
4,173
2,654
17,113
(74,463
)
(38,606
)
(43,505
)
(45,445
)
(202,019
)
307,254
429,385
345,624
366,614
1,448,877
100,900
139,500
111,600
121,300
473,300
206,354
289,885
234,024
245,314
975,577
4,258
1,963
6,221
73,814
73,814
$
210,612
$
365,662
$
234,024
$
245,314
$
1,055,612
$
0.88
$
1.24
$
1.01
$
1.06
$
4.18
.02
.01
.03
.32
.32
$
0.90
$
1.56
$
1.01
$
1.06
$
4.53
$
0.88
$
1.24
$
1.01
$
1.06
$
4.17
.02
.01
.03
.31
.32
$
0.90
$
1.56
$
1.01
$
1.06
$
4.52
$
0.31
$
0.31
$
0.40
$
0.40
$
1.42
(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 for
the year. In addition, the sum of the individual per share amounts in each period may not equal the
total per share amounts due to rounding.
(2)
Results for the fourth quarter of 2007 include pre-tax non-cash intangible asset impairment
charges of $72.0 million ($50.8 million after-tax or $.22 per share). The asset impairment charges
did not affect the companys operations or cash flow. Refer to Note 4 of the Consolidated Financial
Statements for more information.
(3)
Certain amounts differ from amounts previously reported on Form 10-Q due to revenue
reclassifications made in connection with the companys new Digital segment described in Note 1
to the Consolidated Financial Statements.
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
$
36,772
$
57,671
$
4,080
$
(39,515
)
$
59,008
$
38,123
$
27,786
$
174
$
(29,311
)
$
36,772
$
40,037
$
24,188
$
864
$
(26,966
)
$
38,123
(1)
Consists of write-offs, net of recoveries in each year.
(2)
Also includes foreign currency translation adjustments in each year.
Table of Contents
February 24, 2009
Table of Contents
74
75
Dated: February 25, 2009
GANNETT CO., INC. (Registrant)
By:
/s/ Gracia C. Martore
Gracia C. Martore,
Executive Vice President and
Chief Financial Officer
Dated: February 25, 2009
/s/ Craig A. Dubow
Craig A. Dubow,
Chairman, President and
Chief Executive Officer
Dated: February 25, 2009
/s/ Gracia C. Martore
Gracia C. Martore,
Executive Vice President and
Chief Financial Officer
Dated: February 25, 2009
/s/ George R. Gavagan
George R. Gavagan,
Vice President and Controller
Dated: February 25, 2009
/s/ Craig A. Dubow
Craig A. Dubow,
Director, Chairman
Dated: February 25, 2009
/s/ Howard D. Elias
Howard D. Elias, Director
Dated: February 25, 2009
/s/ Arthur H. Harper
Arthur H. Harper, Director
Dated: February 25, 2009
/s/ John Jeffry Louis
John Jeffry Louis, Director
Dated: February 25, 2009
/s/ Marjorie Magner
Marjorie Magner, Director
Dated: February 25, 2009
/s/ Scott K. McCune
Scott K. McCune, Director
Dated: February 25, 2009
/s/ Duncan M. McFarland
Duncan M. McFarland, Director
Dated: February 25, 2009
/s/ Donna E. Shalala
Donna E. Shalala, Director
Dated: February 25, 2009
/s/ Neal Shapiro
Neal Shapiro, Director
Dated: February 25, 2009
/s/ Karen Hastie Williams
Karen Hastie Williams, Director
Table of Contents
76
77
78
79
80
Exhibit
Number
Exhibit
Location
Equity Purchase Agreement, dated as of August 28,
2008, among Cape Publications, Inc., Gannett
Satellite
Information Network, Inc., Tribune Media Net, Inc.
and Tribune National Marketing Company.
Incorporated by reference to Exhibit 2-1 to Gannett Co., Inc.s
Form 8-K dated August 28, 2008 and filed September 3, 2008.
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 8-K filed on December 19, 2008.
Form of Certificate of Designation, Preferences and
Rights setting forth the terms of the Series A Junior
Participating Preferred Stock, par value $1.00 per
share, of Gannett Co., Inc.
Incorporated by reference to Exhibit 1 to Gannett Co., Inc.s
Form 8-A filed on May 23, 1990.
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.
Rights Agreement, dated as of May 21, 1990, between
Gannett Co., Inc. and First Chicago Trust Company of
New York, as Rights Agent.
Incorporated by reference to Exhibit 1 to Gannett Co., Inc.s
Form 8-A filed on May 23, 1990.
Amendment No. 1 to Rights Agreement, dated as of
May 2, 2000, between Gannett Co., Inc. and Norwest
Bank Minnesota, N.A., as successor rights agent to
First Chicago Trust Company of New York.
Incorporated by reference to Exhibit 2 to Gannett Co., Inc.s
Form 8-A/A filed on May 2, 2000.
Form of Rights Certificate.
Incorporated by reference to Exhibit 1 to Gannett Co., Inc.s
Form 8-A/A filed on May 23, 1990.
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.
Table of Contents
Exhibit
Number
Exhibit
Location
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.
Description of supplemental insurance benefits.*
Incorporated by reference to Exhibit 10-4 to Gannett Co., Inc.s
Form 10-K for the fiscal year ended December 29, 2002.
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.
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.*
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.
Omnibus Incentive Compensation Plan, as amended.*
Incorporated by reference to Exhibit 10-8 to Gannett Co., Inc.s
Form 10-K for the fiscal year ended December 25, 2005.
Amendment to Omnibus Incentive Compensation Plan
dated August 7, 2007.*
Incorporated by reference to Exhibit 10-6 to Gannett Co., Inc.s
Form 10-Q for the fiscal quarter ended July 1, 2007.
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.
Table of Contents
Exhibit
Number
Exhibit
Location
Form of Director Restricted Stock Award Agreement.*
Attached.
Form of Executive Officer Stock Option Award Agreement.*
Attached.
Form of Executive Officer Restricted Stock Unit Award
Agreement.*
Attached.
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.
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.
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.
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.
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.
Summary of Non-Employee Director Compensation.*
Incorporated by reference to Exhibit 10-7 to Gannett Co., Inc.s
Form 10-Q for the fiscal quarter ended July 1, 2007.
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.
Table of Contents
Exhibit
Number
Exhibit
Location
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.
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 for section 409A Plans dated
December 31, 2008.*
Attached.
Executive Life Insurance Plan document dated
December 31, 2008.*
Attached.
Termination Benefits Agreement dated as of December 5,
2007 between Gannett Co., Inc. and Christopher Saridakis.*
Attached.
Digital Long-Term Incentive Plan dated as of
December 4, 2007, as amended on February 24, 2009.*
Attached.
Omnibus Amendment to Terms and Conditions of
Restricted Stock Awards dated as of December 31, 2008.*
Attached.
Omnibus Amendment to Terms and Conditions of
Stock Unit Awards dated as of December 31, 2008.*
Attached.
Omnibus Amendment to Terms and Conditions of
Stock Option Awards dated as of December 31, 2008.*
Attached.
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.
*
Asterisks identify management contracts and compensatory plans or arrangements.
Portions of this exhibit were redacted pursuant to a confidential treatment request filed with
the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of
1934, as amended.
Table of Contents
| such elections shall supersede any previous elections that the participant has made with respect to his/her 409A Deferrals; | ||
| such elections must be made before December 31, 2008, or such earlier date designated by the Benefit Plans Committee, and pursuant to such rules established by the Benefit Plans Committee; and | ||
| such elections must be made in accordance with Section 409A and are subject to the requirements of IRS Notice 2007-86, which provide that the election may only apply to amounts that would not otherwise be payable in 2008. |
GANNETT CO., INC.
|
||||
By: | /s/ Roxanne V. Horning | |||
Name: | Roxanne V. Horning | |||
Title: | Senior Vice President/Human Resources | |||
-2-
-3-
-4-
-5-
-6-
2
3
4
5
6
7
8
2
3
4
5
6
7
8
| The amount of expenses eligible for reimbursement, or in-kind benefits provided under the Compensation Plan, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. Notwithstanding the foregoing, an arrangement providing for the reimbursement of expenses referred to in Internal Revenue Code Section 105(b) will not be deemed to fail to meet this requirement solely because the arrangement provides for a limit on the amount of expenses that may be reimbursed under such arrangement over some or all of the period in which the reimbursement arrangement remains in effect. |
| The reimbursement of an eligible expense under the Compensation Plan shall be made on or before the last day of the calendar year following the calendar year in which the expense was incurred. In order to satisfy this reimbursement deadline, the participant must submit an invoice for a reimbursable expense at least 30 days before the end of the calendar year next following the calendar year in which such expense was incurred. |
| The right to reimbursement or in-kind benefits under the Compensation Plan shall not be subject to liquidation or exchange for another benefit. |
| When a Compensation Plan provides that an amount shall be paid as soon as administratively practicable, as soon as possible, as soon as reasonable after a specified date or uses a similar formulation to describe the date of payment, the date of payment shall be made within 45 days after the specified date. |
| Unless the context provides otherwise and solely for purposes of benefits that are intended to be paid in connection with a separation from service under Section 409A, any reference in a Compensation Plan to termination of employment, severance from employment, retirement or similar term shall mean an event that constitutes a separation from service within the meaning of Section 409A. |
-2-
GANNETT CO., INC.
|
||||
By: | /s/ Roxanne V. Horning | |||
Name: | Roxanne V. Horning | |||
Title: | Senior Vice President/Human Resources |
-3-
2
| Maximum Face Amount The Targeted Death Benefit may be limited by the maximum face amount permitted by the Insurance Carrier without underwriting, as may be agreed upon by the Employer and the Insurance Carrier. |
| Existing Policy To the extent a Participant currently maintains a Life Insurance Product into which Employer contributions were made prior to January 1, 2009, the Targeted Death Benefit may be limited by the maximum face amount of such Life Insurance Product, including any increases as may be permitted by the terms of the Life Insurance Product. |
| Underwriting Criteria The Targeted Benefit may be reduced by the results of medical or other underwriting imposed by the Insurance Carrier and is limited to the amount of death benefit which can be provided by the Life Insurance Product assuming preferred or standard rates. |
| During Employment Up To Attaining Age 65 Annual Employer Contributions will be calculated to provide the Targeted Death Benefit using the illustration system maintained by the Insurance Carrier issuing the Life Insurance Product assuming level premium payments are made through age 64 (but no less than 5 years), and based on no greater than standard rates. The calculation of such amount will be based on assumptions fixed and set forth in Exhibit A; in all events such variables used will be outside the control or influence of either the Participant or the Employer. To the extent the Targeted Death Benefit is a function of Compensation, the Employer contribution will be recalculated each year on or about each March 1st, based on the Compensation as of that date, and projected to age 65 under the assumptions specified in Appendix A. In the event that the Employer Contribution is made into an annuity product or series of annuity products issued by an Insurance Carrier on the life of a Participant, the Employer Contribution shall be fixed as of the date of the initial Employer Contribution and shall not be recalculated to accommodate future changes in Compensation or changes in the assumptions set forth in Exhibit A. |
3
| After Retirement Upon the Retirement of a Participant (or after age 65, if the Participant remains employed), the Employer shall continue to make Employer contributions in an amount calculated to provide the Targeted Death Benefit using the illustration system maintained by the Insurance Carrier, based on the minimum number of level annual premiums allowable without causing the Life Insurance Product to violate section 7702 of the Code, the definition of life insurance, and based on other reasonable financial assumptions determined as of the time of the Employer Contribution set forth in the attached Exhibit A, or as otherwise expressly provided in the Participation Agreement. In all events such variables used will be outside the control or influence of either the Participant or the Employer. To the extent the Targeted Death Benefit after Retirement is a function of Compensation, the Employer Contribution will be recalculated using the annualized Compensation as of Retirement and shall be fixed as of that time. |
| Termination Prior to Retirement Employer Contributions will not be made after the termination of employment that does not constitute Retirement. |
| Section 7702 Limitations To the extent that any Employer Contribution scheduled to be made into a Life Insurance Product after Retirement would exceed the limit permitted by section 7702 of the Code, such excess will be paid in cash to the Participant at the same time as the Employer contribution is made to the Life Insurance Product. |
| Medical Underwriting Limitations - Employer contributions may be further limited by the medical underwriting imposed by the Insurance Carrier and are limited to the amount necessary to fund the death benefit which can be provided by the Life Insurance Product at standard or preferred rates. |
| Participants who are retired as of January 1, 2009 Additional Employer Contributions will be made as set forth in writing prior to January 1, 2009, based on the reasonable assumptions in Exhibit A. |
| Participants with existing insurance policies as of 12/1/08, that have been funded by the Employer, and that do not qualify for standard or preferred rates in a new policy Employer Contributions will be based on a pre-retirement Target Death Benefit that is equal to the existing policy(ies) and a post-retirement Target Death Benefit as described in the Participation Agreement and other assumptions provided in Exhibit A. If a Participant has a policy in place as of December 1, 2008 and does not qualify for standard or preferred rates under a new policy in 2009 because of noninsurability or similar reason, the Participants current policy shall remain in place. |
4
| Death |
| Participants termination of employment with the Employer which does not qualify as Retirement under this Program; |
| Participant partially or completely surrenders, attempts to take a loan from, or withdraw cash value from the Life Insurance Product, or adjusts the face amount of the Life Insurance Product; |
| Participant makes a contribution to the Life Insurance Product prior to Retirement, except as may be permitted herein; and |
| Participant suffers a Change in Employment Status as described above. |
5
6
a) | The reason for denial, with specific reference to the Program provisions on which the denial is based; |
b) | A description of any additional material or information required and an explanation of why it is necessary; and |
c) | An explanation of the Programs claims review procedure. |
7
Gannett Co., Inc.
|
||||
By: | /s/ Roxanne V. Horning | |||
NAME: Roxanne V. Horning | ||||
TITLE: Senior Vice President/Human Resources | ||||
DATE: December 31, 2008 |
8
Cash Value Target
|
Level Premiums solved to provide enough cash value immediately after assumed termination of employment at age 65 to continue the Targeted Death Benefit until age 95 (i.e., provide that the policy will lapse at age 95). If employment extends past age 65, the Targeted Death Benefit is assumed to change to the Post Retirement Targeted Death Benefit level at age 65. | |
|
||
Death Benefit:
|
Targeted Death Benefit as provided by the Program | |
|
||
Salary Scale
|
5% to age 65 | |
|
||
Premiums
|
Payable annually through age 65 or a minimum of 5 years | |
|
||
Cost of Insurance Charges
|
Actual COI charges up to date of resolve; thereafter, insurance carriers current COI rates for the product as of the date of resolve. | |
|
||
Interest Crediting Rate:
|
Actual policy crediting rates up to date of resolve; thereafter, insurance carriers current general account crediting rate for the product as of the date of resolve. | |
|
||
Premium Duration:
|
As provided by the Program |
9
-2-
-3-
GANNETT CO., INC.
|
||||
By: | /s/ Craig A. Dubow | |||
Craig A. Dubow | ||||
Chairman, President & CEO | ||||
/s/ Chris Saridakis | ||||
Chris Saridakis |
-4-
CONFIDENTIAL | FINAL (12/4/07) | |
(reflects all amendments through 2/24/09) |
Eligibility
:
|
The Senior Vice President & Chief Digital Officer | |
|
||
Performance Period
:
|
January 1, 2008 through December 31, 2011 | |
|
||
Target Payment
:
|
Approximately $4,000,000 |
* | Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits information subject to the confidentiality request. Omissions are designated with an asterisk (*). As part of our confidential treatment request, a complete version of this exhibit has been filed separately with the Securities and Exchange Commission. |
| Part A of the Plan is comprised of four annual performance periods, each with specific target objectives to be met. Each year will generate an earned amount which will be locked in but still subject to forfeiture contingent on continued employment to the end of the 4-year performance period. | |
| Part B is a cumulative 4-year performance period. |
| Digital Revenue is defined as all revenue from digital and Internet operations of Gannett other than CareerBuilder, Topix, Classified Ventures, fish4 and s1 (in the UK). Some Digital Revenue exists already, and this plan rewards building on that base in addition to identifying and implementing new digital revenue sources. | |
| EBITDA Margin is defined as EBITDA derived from Digital Revenue, divided by Digital Revenue. |
- 2 -
2008 Digital | ||||||||||||
Revenues ($M) | Payout | |||||||||||
*
|
* | * | $ | 1,000,000 | ||||||||
*
|
* | $ | 500,000 | * | ||||||||
*
|
$ | 150,000 | * | * | ||||||||
* pays $0
|
* | % | * | % | * | % | ||||||
EBITDA Margin
|
2009 Digital | ||||||||||||
Revenues ($M) | Payout | |||||||||||
*
|
* | * | $ | 1,000,000 | ||||||||
*
|
* | $ | 500,000 | * | ||||||||
*
|
$ | 150,000 | * | * | ||||||||
* pays $0
|
* | % | * | % | * | % | ||||||
EBITDA Margin
|
2010 Digital | ||||||||||||
Revenues ($M) | Payout | |||||||||||
*
|
* | * | $ | 1,000,000 | ||||||||
*
|
* | $ | 500,000 | * | ||||||||
*
|
$ | 150,000 | * | * | ||||||||
* pays $0
|
* | % | * | % | * | % | ||||||
EBITDA Margin
|
* | Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. |
- 3 -
2011 Digital | ||||||||||||
Revenues ($M) | Payout | |||||||||||
*
|
* | * | $ | 1,000,000 | ||||||||
*
|
* | $ | 500,000 | * | ||||||||
*
|
$ | 150,000 | * | * | ||||||||
* pays $0
|
* | % | * | % | * | % | ||||||
EBITDA Margin
|
Cumulative | ||||||||||||
4-Yr. Digital | ||||||||||||
Revenues ($M) | Payout | |||||||||||
*
|
* | * | $ | 4,000,000 | ||||||||
*
|
* | $ | 2,000,000 | * | ||||||||
*
|
$ | 600,000 | * | * | ||||||||
* pays $0
|
* | % | * | % | * | % | ||||||
EBITDA Margin
|
* | Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. |
- 4 -
- 5 -
| Notwithstanding any provision in the Award agreements to the contrary, the Limited Vesting provisions of Sections 15.3 or 15.4 of the 2001 Omnibus Incentive Compensation Plan shall not apply to the Awards. |
| The Company agrees to comply with its responsibility under an Award agreement to reimburse a participant for certain specified legal fees and other disbursements following a Change in Control by reimbursing the participant for such expenses within 10 days following the Companys receipt of an invoice from the participant; provided that the participant must submit an invoice for such amounts at least 30 days before the end of the calendar year next following the calendar year in which such fees and disbursements were incurred. |
| To the extent that the Awards are subject to Section 409A, they are intended to comply with the requirements of Section 409A and the Award agreements shall be interpreted and administered in accordance with that intent. If any provision of the Award agreements would otherwise conflict with or frustrate this intent, the provision shall not apply. |
GANNETT CO., INC.
|
||||
By: | /s/ Roxanne V. Horning | |||
Name: | Roxanne V. Horning | |||
Title: | Senior Vice President/Human Resources |
| The Company shall not invoke or apply the special leave of absence rule set forth in the Award agreement, if any, that provides for special payment and vesting provisions for participants who take a leave of absence. |
| Notwithstanding any provision in the Award agreements to the contrary, the Limited Vesting provisions of Sections 15.3 or 15.4 of the 2001 Omnibus Incentive Compensation Plan shall not apply to the Awards. |
| The Company agrees to comply with its responsibility under an Award agreement to reimburse a participant for certain specified legal fees and other disbursements following a Change in Control by reimbursing the participant for such expenses within 10 days following the Companys receipt of an invoice from the participant; provided that the participant must submit an invoice for such amounts at least 30 days before the end of the calendar year next following the calendar year in which such fees and disbursements were incurred. |
| Any reference in an Award agreement to key employee shall be replaced with specified employee, and the six month delay imposed on payments to specified employees shall apply to all separations from service other than separations from service by reason of the participants death. |
| Any reference in the Award agreement to early retirement shall mean the participants termination of employment after the participant has attained at least age 55 and completed at least 5 years of service. |
| Stock Unit Awards that vest as a result of a Change in Control but are not paid out because the Change in Control is not a change in control event within the meaning of Section 409A shall be paid out at the earlier of the participants separation from service or the Stock Unit Expiration Date. |
| The Awards are intended to comply with the requirements of Section 409A, and the Award agreements shall be interpreted and administered in accordance with that intent (e.g., the definition of termination of employment shall have the meaning ascribed to separation from service under Section 409A and the regulations and guidance issued thereunder). If any provision of the Award agreements would otherwise conflict with or frustrate this intent, the provision shall not apply. |
GANNETT CO., INC.
|
||||
By: | /s/ Roxanne V. Horning | |||
Name: | Roxanne V. Horning | |||
Title: | Senior Vice President/Human Resources |
| The Company agrees to comply with its responsibility under an Award agreement to reimburse a participant for certain specified legal fees and other disbursements following a Change in Control by reimbursing the participant for such expenses within 10 days following the Companys receipt of an invoice from the participant; provided that the participant must submit an invoice for such amounts at least 30 days before the end of the calendar year next following the calendar year in which such fees and disbursements were incurred. |
| To the extent that the Awards are subject to Section 409A, they are intended to comply with the requirements of Section 409A and the Award agreements shall be interpreted and administered in accordance with that intent. If any provision of the Award agreements would otherwise conflict with or frustrate this intent, the provision shall not apply. |
GANNETT CO., INC.
|
||||
By: | /s/ Roxanne V. Horning | |||
Name: | Roxanne V. Horning | |||
Title: | Senior Vice President/Human Resources |
UNIT | STATE OF INCORPORATION | |
|
||
101, INC.
|
HAWAII | |
|
||
6600 BROADVIEW, LLC
|
OHIO | |
|
||
ACTION ADVERTISING, INC.
|
WISCONSIN | |
|
||
THE ADVERTISER COMPANY
|
ALABAMA | |
|
||
ALEXANDRIA NEWSPAPERS, INC.
|
LOUISIANA | |
|
||
ARKANSAS TELEVISION COMPANY
|
ARKANSAS | |
|
||
BAXTER COUNTY NEWSPAPERS, INC.
|
ARKANSAS | |
|
||
CAPE PUBLICATIONS, INC.
|
DELAWARE | |
|
||
CARANTIN & CO., INC.
|
ARIZONA | |
|
||
CENTRAL NEWSPAPERS, INC.
|
INDIANA | |
|
||
CHILDRENS EDITION, INC.
|
KENTUCKY | |
|
||
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 HAWAII PUBLISHING, LLC
|
DELAWARE | |
|
||
GANNETT INTERNATIONAL COMMUNICATIONS, INC.
|
DELAWARE | |
|
||
GANNETT MISSOURI PUBLISHING, INC.
|
KANSAS | |
|
||
GANNETT NEVADA PUBLISHING, INC.
|
NEVADA | |
|
||
GANNETT PACIFIC CORPORATION
|
HAWAII | |
|
UNIT | STATE OF INCORPORATION | |
|
||
GANNETT PACIFIC PUBLICATIONS, INC.
|
DELAWARE | |
|
||
GANNETT RETAIL ADVERTISING GROUP, INC.
|
DELAWARE | |
|
||
GANNETT RIVER STATES PUBLISHING CORPORATION
|
ARKANSAS | |
|
||
GANNETT SATELLITE INFORMATION NETWORK, INC.
|
DELAWARE | |
|
||
GANNETT SUPPLY CORPORATION
|
DELAWARE | |
|
||
GANNETT U.K. LIMITED
|
UNITED KINGDOM | |
|
||
GANNETT VERMONT INSURANCE, INC.
|
VERMONT | |
|
||
GANNETT VERMONT PUBLISHING, INC.
|
DELAWARE | |
|
||
GANSAT ACQUISITION SUBSIDIARY, INC.
|
DELAWARE | |
|
||
GCOE, LLC
|
DELAWARE | |
|
||
GUAM PUBLICATIONS, INCORPORATED
|
HAWAII | |
|
||
HAWAIITOURISM, LLC
|
DELAWARE | |
|
||
INDIANA NEWSPAPERS, INC.
|
INDIANA | |
|
||
KXTV, INC.
|
MICHIGAN | |
|
||
LA VOZ PUBLISHING, LLC
|
ARIZONA | |
|
||
LAKE CEDAR GROUP LLC
|
DELAWARE | |
|
||
MARION, LLC
|
DELAWARE | |
|
||
MMS HOLDINGS, INC.
|
DELAWARE | |
|
||
MULTIMEDIA, INC.
|
SOUTH CAROLINA | |
|
||
MULTIMEDIA ENTERTAINMENT, INC.
|
SOUTH CAROLINA | |
|
||
MULTIMEDIA HOLDINGS CORPORATION
|
SOUTH CAROLINA | |
|
||
MULTIMEDIA KSDK, INC.
|
SOUTH CAROLINA | |
|
||
MUSKOGEE PHOENIX, LLC
|
DELAWARE | |
|
||
|
||
NEWSQUEST MEDIA LTD
|
UNITED KINGDOM | |
|
||
NEWSQUEST MEDIA (SOUTHERN) LTD.
|
UNITED KINGDOM | |
|
||
NEWSQUEST PLC
|
UNITED KINGDOM | |
|
||
PACIFIC MEDIA, INC.
|
DELAWARE | |
|
||
PACIFIC AND SOUTHERN COMPANY, INC.
|
DELAWARE | |
|
||
PHOENIX NEWSPAPERS, INC.
|
ARIZONA | |
|
||
PLANET DISCOVER, LLC
|
DELAWARE | |
|
||
POINT ROLL, INC.
|
DELAWARE | |
|
||
PRESS-CITIZEN COMPANY INC.
|
IOWA | |
|
||
RENO NEWSPAPERS, INC.
|
NEVADA | |
|
||
RIPPLE6, INC.
|
DELAWARE | |
|
||
SALINAS NEWSPAPERS INC.
|
CALIFORNIA | |
|
||
SCHEDULE STAR, LLC
|
DELAWARE | |
|
||
SEDONA PUBLISHING COMPANY, INC.
|
ARIZONA |
Page 2 of 3
UNIT | STATE OF INCORPORATION | |
|
||
SHOPLOCAL, LLC
|
DELAWARE | |
|
||
THE SUN COMPANY OF SAN BERNARDINO, CALIFORNIA
|
CALIFORNIA | |
|
||
TELEFARM, INC.
|
DELAWARE | |
|
||
TEXAS-NEW MEXICO NEWSPAPERS PARTNERSHIP
|
DELAWARE | |
|
||
THE TIMES HERALD COMPANY
|
MICHIGAN | |
|
||
TIMES NEWS GROUP, INC.
|
DELAWARE | |
|
||
TNI PARTNERS
|
ARIZONA | |
|
||
USA TODAY INTERNATIONAL CORPORATION
|
DELAWARE | |
|
||
VERTICORE COMMUNICATIONS LTD.
|
CANADA | |
|
||
VISALIA NEWSPAPERS INC.
|
CALIFORNIA | |
|
||
WFMY TELEVISION CORP.
|
NORTH CAROLINA | |
|
||
WKYC HOLDINGS, INC.
|
DELAWARE | |
|
||
WKYC-TV, INC.
|
DELAWARE | |
|
||
X.COM, INC.
|
DELAWARE | |
|
Page 3 of 3
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, President and Chief 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/ Gracia C. Martore
|
||
Executive Vice President and Chief Financial Officer |
/s/ Craig A. Dubow
|
||
|
||
Chairman, President and Chief Executive Officer
|
/s/ Gracia C. Martore
|
||
|
||
Executive Vice President and Chief Financial Officer
|