|
ý
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
47-2390983
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
|
|
|
7950 Jones Branch Drive, McLean, Virginia
|
|
22107-0910
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Large Accelerated Filer
|
ý
|
Accelerated Filer
|
¨
|
|
|
|
|
Non-Accelerated Filer
|
¨
|
Smaller Reporting Company
|
¨
|
|
|
Sept. 27, 2015
|
|
Dec. 28, 2014
|
||||
|
(Unaudited)
|
|
|
||||
ASSETS
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
142,772
|
|
|
$
|
71,947
|
|
Accounts receivable, less allowance for doubtful accounts of $8,291 and $5,788, respectively
|
309,770
|
|
|
357,523
|
|
||
Inventories
|
31,406
|
|
|
38,944
|
|
||
Assets held for sale
|
20,599
|
|
|
18,434
|
|
||
Prepaid expenses and other current assets
|
63,758
|
|
|
44,222
|
|
||
Total current assets
|
568,305
|
|
|
531,070
|
|
||
Property, plant and equipment at cost, less accumulated depreciation of $1,691,592 and $1,655,676, respectively
|
899,439
|
|
|
934,483
|
|
||
Goodwill
|
577,519
|
|
|
544,345
|
|
||
Intangible assets, net
|
80,970
|
|
|
50,115
|
|
||
Deferred income taxes
|
116,993
|
|
|
261,322
|
|
||
Investments and other assets
|
74,075
|
|
|
63,125
|
|
||
Total assets
|
$
|
2,317,301
|
|
|
$
|
2,384,460
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Accounts payable
|
$
|
131,658
|
|
|
$
|
125,888
|
|
Accrued expenses
|
212,937
|
|
|
192,897
|
|
||
Dividends payable
|
18,462
|
|
|
—
|
|
||
Income taxes payable
|
3,272
|
|
|
13,675
|
|
||
Deferred income
|
85,554
|
|
|
77,123
|
|
||
Total current liabilities
|
451,883
|
|
|
409,583
|
|
||
Postretirement medical and life insurance liabilities
|
88,220
|
|
|
93,474
|
|
||
Pension liabilities
|
527,000
|
|
|
770,041
|
|
||
Other noncurrent liabilities
|
170,084
|
|
|
173,890
|
|
||
Total liabilities
|
1,237,187
|
|
|
1,446,988
|
|
||
Equity
|
|
|
|
||||
Preferred stock of $0.01 par value per share, 5,000,000 shares authorized, none issued
|
—
|
|
|
—
|
|
||
Common stock of $0.01 par value per share, 500,000,000 shares authorized, 115,407,088 shares issued
|
1,154
|
|
|
—
|
|
||
Additional paid-in capital
|
1,666,390
|
|
|
—
|
|
||
Retained earnings
|
20,704
|
|
|
—
|
|
||
Former parent’s investment, net
|
—
|
|
|
1,615,584
|
|
||
Accumulated other comprehensive loss
|
(608,134
|
)
|
|
(678,112
|
)
|
||
Total equity
|
1,080,114
|
|
|
937,472
|
|
||
Total liabilities and equity
|
$
|
2,317,301
|
|
|
$
|
2,384,460
|
|
|
Three months ended
|
|
Nine months ended
|
||||||||||||
|
Sept. 27, 2015
|
|
Sept. 28, 2014
|
|
Sept. 27, 2015
|
|
Sept. 28, 2014
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Operating revenues:
|
|
|
|
|
|
|
|
|
|
||||||
Advertising
|
$
|
384,149
|
|
|
$
|
442,088
|
|
|
$
|
1,191,902
|
|
|
$
|
1,358,504
|
|
Circulation
|
265,227
|
|
|
274,542
|
|
|
802,389
|
|
|
829,872
|
|
||||
Other
|
51,860
|
|
|
50,661
|
|
|
151,377
|
|
|
164,570
|
|
||||
Total operating revenues
|
701,236
|
|
|
767,291
|
|
|
2,145,668
|
|
|
2,352,946
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Operating Expenses:
|
|
|
|
|
|
|
|
||||||||
Cost of sales and operating expenses
|
446,358
|
|
|
486,770
|
|
|
1,394,733
|
|
|
1,510,980
|
|
||||
Selling, general and administrative expenses
|
173,035
|
|
|
180,550
|
|
|
528,248
|
|
|
551,020
|
|
||||
Depreciation
|
25,291
|
|
|
24,925
|
|
|
73,677
|
|
|
73,767
|
|
||||
Amortization
|
3,096
|
|
|
3,461
|
|
|
10,103
|
|
|
10,448
|
|
||||
Facility consolidation and asset impairment charges
|
1,343
|
|
|
5,390
|
|
|
7,989
|
|
|
24,413
|
|
||||
Total operating expenses
|
649,123
|
|
|
701,096
|
|
|
2,014,750
|
|
|
2,170,628
|
|
||||
Operating income
|
52,113
|
|
|
66,195
|
|
|
130,918
|
|
|
182,318
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Non-operating income:
|
|
|
|
|
|
|
|
||||||||
Equity income in unconsolidated investees, net
|
609
|
|
|
2,737
|
|
|
11,411
|
|
|
9,995
|
|
||||
Other non-operating items, net
|
(3,415
|
)
|
|
(1,851
|
)
|
|
18,022
|
|
|
(1,172
|
)
|
||||
Total non-operating (expense) income
|
(2,806
|
)
|
|
886
|
|
|
29,433
|
|
|
8,823
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Income before income taxes
|
49,307
|
|
|
67,081
|
|
|
160,351
|
|
|
191,141
|
|
||||
Provision for income taxes
|
10,141
|
|
|
16,524
|
|
|
34,611
|
|
|
47,296
|
|
||||
Net income
|
$
|
39,166
|
|
|
$
|
50,557
|
|
|
$
|
125,740
|
|
|
$
|
143,845
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings per share – basic
|
$
|
0.34
|
|
|
$
|
0.44
|
|
|
$
|
1.09
|
|
|
$
|
1.25
|
|
Earnings per share – diluted
|
$
|
0.33
|
|
|
$
|
0.44
|
|
|
$
|
1.08
|
|
|
$
|
1.25
|
|
|
Three months ended
|
|
Nine months ended
|
||||||||||||
|
Sept. 27, 2015
|
|
Sept. 28, 2014
|
|
Sept. 27, 2015
|
|
Sept. 28, 2014
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
39,166
|
|
|
$
|
50,557
|
|
|
$
|
125,740
|
|
|
$
|
143,845
|
|
Other comprehensive income (loss), before tax:
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustments
|
(17,071
|
)
|
|
(22,896
|
)
|
|
(11,996
|
)
|
|
(6,626
|
)
|
||||
Pension and other postretirement benefit items:
|
|
|
|
|
|
|
|
||||||||
Amortization of prior service credit, net
|
(650
|
)
|
|
(1,280
|
)
|
|
(2,104
|
)
|
|
(3,218
|
)
|
||||
Amortization of actuarial loss
|
13,909
|
|
|
10,666
|
|
|
42,369
|
|
|
31,910
|
|
||||
Remeasurement of pension liability
|
64,811
|
|
|
—
|
|
|
64,811
|
|
|
—
|
|
||||
Remeasurement of postretirement benefits liability
|
1,983
|
|
|
—
|
|
|
1,983
|
|
|
32,887
|
|
||||
Other
|
14,899
|
|
|
18,066
|
|
|
10,503
|
|
|
2,621
|
|
||||
Pension and other postretirement benefit items
|
94,952
|
|
|
27,452
|
|
|
117,562
|
|
|
64,200
|
|
||||
Other comprehensive income, before tax
|
77,881
|
|
|
4,556
|
|
|
105,566
|
|
|
57,574
|
|
||||
Income tax effect related to components of other comprehensive income
|
(34,072
|
)
|
|
(6,846
|
)
|
|
(42,825
|
)
|
|
(22,103
|
)
|
||||
Other comprehensive income (loss), net of tax
|
43,809
|
|
|
(2,290
|
)
|
|
62,741
|
|
|
35,471
|
|
||||
Comprehensive income
|
$
|
82,975
|
|
|
$
|
48,267
|
|
|
$
|
188,481
|
|
|
$
|
179,316
|
|
|
Nine months ended
|
||||||
|
Sept. 27, 2015
|
|
Sept. 28, 2014
|
||||
|
|
|
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
125,740
|
|
|
$
|
143,845
|
|
Adjustments to reconcile net income to net cash flow from operating activities:
|
|
|
|
||||
Gain on acquisition
|
(21,799
|
)
|
|
—
|
|
||
Depreciation and amortization
|
83,780
|
|
|
84,215
|
|
||
Facility consolidation and asset impairment charges
|
7,989
|
|
|
24,413
|
|
||
Pension and other postretirement expenses, net of contributions
|
(129,501
|
)
|
|
(87,523
|
)
|
||
Equity income in unconsolidated investees, net
|
(11,411
|
)
|
|
(9,995
|
)
|
||
Stock-based compensation
|
12,359
|
|
|
11,973
|
|
||
Change in other assets and liabilities, net
|
85,657
|
|
|
30,425
|
|
||
Net cash flow from operating activities
|
152,814
|
|
|
197,353
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Capital expenditures
|
(30,945
|
)
|
|
(51,579
|
)
|
||
Payments for acquisitions, net of cash acquired
|
(28,668
|
)
|
|
—
|
|
||
Payments for investments
|
(2,750
|
)
|
|
(1,500
|
)
|
||
Proceeds from investments
|
12,402
|
|
|
11,615
|
|
||
Proceeds from sale of certain assets
|
16,324
|
|
|
21,701
|
|
||
Net cash flow used for investing activities
|
(33,637
|
)
|
|
(19,763
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Deferred payments for acquisitions
|
(1,218
|
)
|
|
(1,313
|
)
|
||
Proceeds from issuance of common stock upon exercise of stock options
|
2,727
|
|
|
—
|
|
||
Transactions with former parent, net
|
(49,701
|
)
|
|
(188,984
|
)
|
||
Net cash flow used for financing activities
|
(48,192
|
)
|
|
(190,297
|
)
|
||
Effect of currency exchange rate change on cash
|
(160
|
)
|
|
(56
|
)
|
||
Increase (decrease) in cash and cash equivalents
|
70,825
|
|
|
(12,763
|
)
|
||
Balance of cash and cash equivalents at beginning of period
|
71,947
|
|
|
78,596
|
|
||
Balance of cash and cash equivalents at end of period
|
$
|
142,772
|
|
|
$
|
65,833
|
|
|
|
|
|
||||
Supplemental cash flow information:
|
|
|
|
||||
Cash paid for taxes, net of refunds
|
$
|
6,545
|
|
|
$
|
—
|
|
Cash paid for interest
|
$
|
567
|
|
|
$
|
—
|
|
In thousands
|
|
||
Current assets
|
$
|
12,310
|
|
Property, plant and equipment
|
20,792
|
|
|
Intangible assets
|
28,440
|
|
|
Goodwill
|
28,250
|
|
|
Total assets acquired
|
89,792
|
|
|
Current liabilities
|
10,860
|
|
|
Noncurrent liabilities
|
11,878
|
|
|
Total liabilities assumed
|
22,738
|
|
|
Net assets acquired
|
$
|
67,054
|
|
In thousands
|
Sept. 27, 2015
|
|
Dec. 28, 2014
|
||||||||||||
|
Gross
|
|
Accumulated Amortization
|
|
Gross
|
|
Accumulated Amortization
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Goodwill
|
$
|
577,519
|
|
|
$
|
—
|
|
|
$
|
544,345
|
|
|
$
|
—
|
|
Indefinite-lived intangibles:
|
|
|
|
|
|
|
|
||||||||
Mastheads and trade names
|
32,691
|
|
|
—
|
|
|
13,469
|
|
|
—
|
|
||||
Amortizable intangible assets:
|
|
|
|
|
|
|
|
||||||||
Customer relationships
|
195,198
|
|
|
(149,131
|
)
|
|
173,822
|
|
|
(140,720
|
)
|
||||
Other
|
14,279
|
|
|
(12,067
|
)
|
|
14,279
|
|
|
(10,735
|
)
|
In thousands
|
|
||
Balance at Dec. 28, 2014:
|
|
||
Goodwill
|
$
|
7,358,420
|
|
Accumulated impairment losses
|
(6,814,075
|
)
|
|
Net balance at Dec. 28, 2014
|
544,345
|
|
|
Activity during the period:
|
|
||
Acquisitions and Adjustments (see Note 2)
|
38,171
|
|
|
Foreign currency exchange rate changes
|
(4,997
|
)
|
|
Total
|
33,174
|
|
|
Balance at Sept. 27, 2015:
|
|
||
Goodwill
|
7,335,050
|
|
|
Accumulated impairment losses
|
(6,757,531
|
)
|
|
Net balance at Sept. 27, 2015
|
$
|
577,519
|
|
In thousands
|
Three months ended
|
|
Nine months ended
|
||||||||||||
|
Sept. 27, 2015
|
|
Sept. 28, 2014
|
|
Sept. 27, 2015
|
|
Sept. 28, 2014
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Service cost-benefits earned during the period
|
$
|
995
|
|
|
$
|
1,154
|
|
|
$
|
3,204
|
|
|
$
|
3,456
|
|
Interest cost on benefit obligation
|
32,997
|
|
|
36,511
|
|
|
98,483
|
|
|
109,488
|
|
||||
Expected return on plan assets
|
(49,742
|
)
|
|
(51,728
|
)
|
|
(147,068
|
)
|
|
(155,127
|
)
|
||||
Amortization of prior service cost
|
1,705
|
|
|
1,742
|
|
|
5,173
|
|
|
5,226
|
|
||||
Amortization of actuarial loss
|
13,594
|
|
|
10,464
|
|
|
41,267
|
|
|
31,382
|
|
||||
Expense (credit) for retirement plans
|
$
|
(451
|
)
|
|
$
|
(1,857
|
)
|
|
$
|
1,059
|
|
|
$
|
(5,575
|
)
|
In thousands
|
Three months ended
|
|
Nine months ended
|
||||||||||||
|
Sept. 27, 2015
|
|
Sept. 28, 2014
|
|
Sept. 27, 2015
|
|
Sept. 28, 2014
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Service cost-benefits earned during the period
|
$
|
75
|
|
|
$
|
91
|
|
|
$
|
272
|
|
|
$
|
277
|
|
Interest cost on net benefit obligation
|
989
|
|
|
1,075
|
|
|
2,961
|
|
|
3,567
|
|
||||
Amortization of prior service credit
|
(2,355
|
)
|
|
(3,022
|
)
|
|
(7,277
|
)
|
|
(8,444
|
)
|
||||
Amortization of actuarial loss
|
315
|
|
|
202
|
|
|
1,102
|
|
|
528
|
|
||||
Net periodic postretirement benefit credit
|
$
|
(976
|
)
|
|
$
|
(1,654
|
)
|
|
$
|
(2,942
|
)
|
|
$
|
(4,072
|
)
|
In thousands
|
|
||
Balance at Dec. 28, 2014
|
$
|
937,472
|
|
Comprehensive income:
|
|
||
Net income
|
125,740
|
|
|
Other comprehensive income
|
62,741
|
|
|
Total comprehensive income
|
188,481
|
|
|
Dividends declared
|
(18,462
|
)
|
|
Stock-based compensation
|
12,359
|
|
|
Transactions with our former parent, net
|
(43,145
|
)
|
|
Other activity
|
3,409
|
|
|
Balance at Sept. 27, 2015
|
$
|
1,080,114
|
|
|
|
||
Balance at Dec. 29, 2013
|
$
|
1,265,221
|
|
Comprehensive income:
|
|
||
Net income
|
143,845
|
|
|
Other comprehensive income
|
35,471
|
|
|
Total comprehensive income
|
179,316
|
|
|
Transactions with our former parent, net
|
(177,012
|
)
|
|
Balance at Sept. 28, 2014
|
$
|
1,267,525
|
|
In thousands
|
Retirement Plans
|
|
Foreign Currency Translation
|
|
Total
|
||||||
|
|
|
|
|
|
||||||
Three months ended:
|
|
|
|
|
|
||||||
Balance at June 28, 2015
|
$
|
(1,068,455
|
)
|
|
$
|
409,275
|
|
|
$
|
(659,180
|
)
|
Other comprehensive income (loss) before reclassifications
|
52,664
|
|
|
(17,071
|
)
|
|
35,593
|
|
|||
Amounts reclassified from accumulated other comprehensive loss
|
8,216
|
|
|
—
|
|
|
8,216
|
|
|||
Other comprehensive income (loss)
|
60,880
|
|
|
(17,071
|
)
|
|
43,809
|
|
|||
Transactions with our former parent, net
|
7,237
|
|
|
—
|
|
|
7,237
|
|
|||
Balance at Sept. 27, 2015
|
$
|
(1,000,338
|
)
|
|
$
|
392,204
|
|
|
$
|
(608,134
|
)
|
|
|
|
|
|
|
||||||
Balance at June 29, 2014
|
$
|
(852,104
|
)
|
|
$
|
447,884
|
|
|
$
|
(404,220
|
)
|
Other comprehensive income (loss) before reclassifications
|
14,453
|
|
|
(22,896
|
)
|
|
(8,443
|
)
|
|||
Amounts reclassified from accumulated other comprehensive loss
|
6,153
|
|
|
—
|
|
|
6,153
|
|
|||
Other comprehensive income (loss)
|
20,606
|
|
|
(22,896
|
)
|
|
(2,290
|
)
|
|||
Balance at Sept. 28, 2014
|
$
|
(831,498
|
)
|
|
$
|
424,988
|
|
|
$
|
(406,510
|
)
|
|
|
|
|
|
|
||||||
Nine months ended:
|
|
|
|
|
|
||||||
Balance at Dec. 28, 2014
|
$
|
(1,082,312
|
)
|
|
$
|
404,200
|
|
|
$
|
(678,112
|
)
|
Other comprehensive income (loss) before reclassifications
|
49,147
|
|
|
(11,996
|
)
|
|
37,151
|
|
|||
Amounts reclassified from accumulated other comprehensive loss
|
25,590
|
|
|
—
|
|
|
25,590
|
|
|||
Other comprehensive income (loss)
|
74,737
|
|
|
(11,996
|
)
|
|
62,741
|
|
|||
Transactions with our former parent, net
|
7,237
|
|
|
—
|
|
|
7,237
|
|
|||
Balance at Sept. 27, 2015
|
$
|
(1,000,338
|
)
|
|
$
|
392,204
|
|
|
$
|
(608,134
|
)
|
|
|
|
|
|
|
||||||
Balance at Dec. 29, 2013
|
$
|
(873,595
|
)
|
|
$
|
431,614
|
|
|
$
|
(441,981
|
)
|
Other comprehensive income (loss) before reclassifications
|
23,314
|
|
|
(6,626
|
)
|
|
16,688
|
|
|||
Amounts reclassified from accumulated other comprehensive loss
|
18,783
|
|
|
—
|
|
|
18,783
|
|
|||
Other comprehensive income (loss)
|
42,097
|
|
|
(6,626
|
)
|
|
35,471
|
|
|||
Balance at Sept. 28, 2014
|
$
|
(831,498
|
)
|
|
$
|
424,988
|
|
|
$
|
(406,510
|
)
|
In thousands
|
Three months ended
|
|
Nine months ended
|
||||||||||||
|
Sept. 27, 2015
|
|
Sept. 28, 2014
|
|
Sept. 27, 2015
|
|
Sept. 28, 2014
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Amortization of prior service credit, net
|
$
|
(650
|
)
|
|
$
|
(1,280
|
)
|
|
$
|
(2,104
|
)
|
|
$
|
(3,218
|
)
|
Amortization of actuarial loss
|
13,909
|
|
|
10,666
|
|
|
42,369
|
|
|
31,910
|
|
||||
Total reclassifications, before tax
|
13,259
|
|
|
9,386
|
|
|
40,265
|
|
|
28,692
|
|
||||
Income tax effect
|
(5,043
|
)
|
|
(3,233
|
)
|
|
(14,675
|
)
|
|
(9,909
|
)
|
||||
Total reclassifications, net of tax
|
$
|
8,216
|
|
|
$
|
6,153
|
|
|
$
|
25,590
|
|
|
$
|
18,783
|
|
|
Shares
|
|
Weighted Average Fair Value
|
|||
|
|
|
|
|||
Outstanding and unvested at beginning of period
|
2,885,994
|
|
|
$
|
10.86
|
|
Granted
|
187,517
|
|
|
$
|
11.17
|
|
Vested
|
(70,219
|
)
|
|
$
|
10.20
|
|
Canceled
|
(125,659
|
)
|
|
$
|
11.00
|
|
Outstanding and unvested at end of period
|
2,877,633
|
|
|
$
|
10.89
|
|
|
Shares
|
|
Weighted Average Fair Value
|
|||
|
|
|
|
|||
Outstanding and unvested at beginning of period
|
926,138
|
|
|
$
|
15.48
|
|
Canceled
|
(65,556
|
)
|
|
$
|
14.77
|
|
Outstanding and unvested at end of period
|
860,582
|
|
|
$
|
15.54
|
|
In thousands, except per share data
|
Three months ended
|
|
Nine months ended
|
||||||||||||
|
Sept. 27, 2015
|
|
Sept. 28, 2014
|
|
Sept. 27, 2015
|
|
Sept. 28, 2014
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
39,166
|
|
|
$
|
50,557
|
|
|
$
|
125,740
|
|
|
$
|
143,845
|
|
Weighted average number of shares outstanding - basic
|
115,186
|
|
|
114,959
|
|
|
115,035
|
|
|
114,959
|
|
||||
Weighted average number of shares outstanding - diluted
|
118,168
|
|
|
114,959
|
|
|
116,029
|
|
|
114,959
|
|
||||
Earnings per share - basic
|
$
|
0.34
|
|
|
$
|
0.44
|
|
|
$
|
1.09
|
|
|
$
|
1.25
|
|
Earnings per share - diluted
|
$
|
0.33
|
|
|
$
|
0.44
|
|
|
$
|
1.08
|
|
|
$
|
1.25
|
|
In thousands
|
|
Three months ended
|
|
Nine months ended
|
||||||||
|
|
Sept. 28, 2014
|
|
Sept. 27, 2015
(a)
|
|
Sept. 28, 2014
|
||||||
|
|
|
|
|
|
|
||||||
Corporate allocations
(b)
|
|
$
|
14,267
|
|
|
$
|
25,832
|
|
|
$
|
43,573
|
|
Occupancy
(c)
|
|
1,331
|
|
|
2,884
|
|
|
4,392
|
|
|||
Depreciation
(d)
|
|
2,108
|
|
|
4,067
|
|
|
6,514
|
|
|||
Other support costs
(e)
|
|
3,936
|
|
|
6,249
|
|
|
11,807
|
|
|||
Cost recoveries
(f)
|
|
(2,384
|
)
|
|
(6,055
|
)
|
|
(6,982
|
)
|
|||
Total
|
|
$
|
19,258
|
|
|
$
|
32,977
|
|
|
$
|
59,304
|
|
•
|
Shutdown of USA Weekend
- USA Weekend ceased operating in December 2014. For the
third quarter
of
2015
and through the
first nine months
of
2015
revenue comparisons to the same period in the prior year were negatively impacted by
$7.6 million
and
$26.9 million
, respectively.
|
•
|
Acquisition of Texas-New Mexico Newspaper Partnership (“TNP”) and Romanes Media Group (“RMG”)
-
|
•
|
Foreign Currency
- Our U.K. publishing operations are conducted through our Newsquest subsidiary. Our U.K. earnings are translated at the average British pound-to-U.S. dollar exchange rate. Therefore, a strengthening in that exchange rate will improve our U.K. revenue and earnings contributions to consolidated results. A weakening of that exchange rate (i.e., a stronger U.S. dollar) will have a negative impact. Results for the
third quarter
of
2015
were translated from the British pound to U.S. dollars at an average rate of 1.55 compared to 1.67 in the
third quarter
last year. This 7% decline in the exchange rate unfavorably impacted
third quarter
of
2015
revenue comparisons by approximately
$8.4 million
.
|
•
|
Restructuring Activities
- We continue to implement previously disclosed cost reduction actions, which will result in an approximately $67 million in cost savings over the second half of 2015 and first half of 2016. These actions include:
|
◦
|
Facility Consolidation and Asset Impairment Charges
- We evaluated the carrying values of property, plant and equipment at certain sites because of facility consolidation efforts. We revised the useful lives of certain assets to reflect the use of those assets over a shortened period as a result. We recorded pre-tax charges for facility consolidations and asset impairments of
$1.3 million
and
$5.4 million
in the
third quarter
of
2015
and
2014
, respectively, and
$8.0 million
and
$24.4 million
for the
first nine months
of
2015
and
2014
, respectively.
|
◦
|
Severance-related Expenses
- We have initiated various cost reducing actions that are severance-related.
|
•
|
New Digital Agreements
- Beginning in the third quarter of 2015 and in conjunction with the execution of new agreements (principally Cars.com and CareerBuilder), we began reporting wholesale fees associated with sales of certain third party digital advertising products and services on a net basis, as a reduction of the associated digital advertising revenues, rather than in operating expenses, in our condensed consolidated and combined statements of income. There is no impact on operating income, operating cash flows, net income or earnings per share. For the
third quarter
of
2015
revenue comparisons to the same period in the prior year were negatively impacted by $16.2 million.
|
In thousands
|
Quarter-to-Date
|
|
Year-to-Date
|
||||||||||||||||||
|
2015
|
|
2014
|
|
Change
|
|
2015
|
|
2014
|
|
Change
|
||||||||||
Operating revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Advertising
|
$
|
384,149
|
|
|
$
|
442,088
|
|
|
(13
|
%)
|
|
$
|
1,191,902
|
|
|
$
|
1,358,504
|
|
|
(12
|
%)
|
Circulation
|
265,227
|
|
|
274,542
|
|
|
(3
|
%)
|
|
802,389
|
|
|
829,872
|
|
|
(3
|
%)
|
||||
Other
|
51,860
|
|
|
50,661
|
|
|
2
|
%
|
|
151,377
|
|
|
164,570
|
|
|
(8
|
%)
|
||||
Total operating revenues
|
701,236
|
|
|
767,291
|
|
|
(9
|
%)
|
|
2,145,668
|
|
|
2,352,946
|
|
|
(9
|
%)
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating expenses
|
619,393
|
|
|
667,320
|
|
|
(7
|
%)
|
|
1,922,981
|
|
|
2,062,000
|
|
|
(7
|
%)
|
||||
Depreciation
|
25,291
|
|
|
24,925
|
|
|
1
|
%
|
|
73,677
|
|
|
73,767
|
|
|
—
|
%
|
||||
Amortization
|
3,096
|
|
|
3,461
|
|
|
(11
|
%)
|
|
10,103
|
|
|
10,448
|
|
|
(3
|
%)
|
||||
Facility consolidation and asset impairment charges
|
1,343
|
|
|
5,390
|
|
|
(75
|
%)
|
|
7,989
|
|
|
24,413
|
|
|
(67
|
%)
|
||||
Total operating expenses
|
649,123
|
|
|
701,096
|
|
|
(7
|
%)
|
|
2,014,750
|
|
|
2,170,628
|
|
|
(7
|
%)
|
||||
Operating income
|
52,113
|
|
|
66,195
|
|
|
(21
|
%)
|
|
130,918
|
|
|
182,318
|
|
|
(28
|
%)
|
||||
Non-operating (expense) income, net
|
(2,806
|
)
|
|
886
|
|
|
***
|
|
|
29,433
|
|
|
8,823
|
|
|
***
|
|
||||
Provision for income taxes
|
10,141
|
|
|
16,524
|
|
|
(39
|
%)
|
|
34,611
|
|
|
47,296
|
|
|
(27
|
%)
|
||||
Net income
|
$
|
39,166
|
|
|
$
|
50,557
|
|
|
(23
|
%)
|
|
$
|
125,740
|
|
|
$
|
143,845
|
|
|
(13
|
%)
|
In thousands
|
Year-to-date
|
||||||
|
2015
|
|
2014
|
||||
|
|
|
|
||||
Net cash flow from operating activities
|
$
|
152,814
|
|
|
$
|
197,353
|
|
Net cash flow used for investing activities
|
(33,637
|
)
|
|
(19,763
|
)
|
||
Net cash flow used for financing activities
|
(48,192
|
)
|
|
(190,297
|
)
|
||
Effect of currency exchange rate change
|
(160
|
)
|
|
(56
|
)
|
||
Net increase (decrease) in cash
|
$
|
70,825
|
|
|
$
|
(12,763
|
)
|
In thousands
|
Quarter-to-Date
|
|
Year-to-Date
|
||||||||||||||||||
|
2015
|
|
2014
|
|
Change
|
|
2015
|
|
2014
|
|
Change
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (GAAP basis)
|
$
|
39,166
|
|
|
$
|
50,557
|
|
|
(23
|
%)
|
|
$
|
125,740
|
|
|
$
|
143,845
|
|
|
(13
|
%)
|
Provision for income taxes
|
10,141
|
|
|
16,524
|
|
|
(39
|
%)
|
|
34,611
|
|
|
47,296
|
|
|
(27
|
%)
|
||||
Equity income in unconsolidated investees, net
|
(609
|
)
|
|
(2,737
|
)
|
|
(78
|
%)
|
|
(11,411
|
)
|
|
(9,995
|
)
|
|
14
|
%
|
||||
Other non-operating items, net
|
3,415
|
|
|
1,851
|
|
|
84
|
%
|
|
(18,022
|
)
|
|
1,172
|
|
|
***
|
|
||||
Operating income (GAAP basis)
|
52,113
|
|
|
66,195
|
|
|
(21
|
%)
|
|
130,918
|
|
|
182,318
|
|
|
(28
|
%)
|
||||
Early retirement program
|
10,572
|
|
|
—
|
|
|
***
|
|
|
18,373
|
|
|
—
|
|
|
***
|
|
||||
Severance related charges
|
5,872
|
|
|
2,885
|
|
|
***
|
|
|
25,386
|
|
|
13,180
|
|
|
93
|
%
|
||||
Facility consolidation costs
|
66
|
|
|
5,390
|
|
|
(99
|
%)
|
|
3,093
|
|
|
38,239
|
|
|
(92
|
%)
|
||||
Asset impairment charges
|
—
|
|
|
—
|
|
|
—
|
%
|
|
3,618
|
|
|
—
|
|
|
***
|
|
||||
Adjusted operating income (non-GAAP basis)
|
68,623
|
|
|
74,470
|
|
|
(8
|
%)
|
|
181,388
|
|
|
233,737
|
|
|
(22
|
%)
|
||||
Depreciation
|
25,291
|
|
|
24,925
|
|
|
1
|
%
|
|
73,677
|
|
|
73,767
|
|
|
—
|
%
|
||||
Amortization
|
3,096
|
|
|
3,461
|
|
|
(11
|
%)
|
|
10,103
|
|
|
10,448
|
|
|
(3
|
%)
|
||||
Adjusted EBITDA (non-GAAP basis)
|
$
|
97,010
|
|
|
$
|
102,856
|
|
|
(6
|
%)
|
|
$
|
265,168
|
|
|
$
|
317,952
|
|
|
(17
|
%)
|
In thousands, except share data
|
Quarter-to-Date
|
|
Year-to-Date
|
||||||||||||||||||
|
2015
|
|
2014
|
|
Change
|
|
2015
|
|
2014
|
|
Change
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Early retirement program
|
$
|
10,572
|
|
|
$
|
—
|
|
|
***
|
|
|
$
|
18,373
|
|
|
$
|
—
|
|
|
***
|
|
Severance-related charges
|
5,872
|
|
|
2,885
|
|
|
***
|
|
|
25,386
|
|
|
13,180
|
|
|
93
|
%
|
||||
Other transformation items
|
66
|
|
|
5,390
|
|
|
(99
|
%)
|
|
3,093
|
|
|
38,239
|
|
|
(92
|
%)
|
||||
Asset impairment charges
|
—
|
|
|
—
|
|
|
—
|
%
|
|
3,618
|
|
|
—
|
|
|
***
|
|
||||
Acquisition related expenses
|
1,022
|
|
|
—
|
|
|
***
|
|
|
(19,599
|
)
|
|
—
|
|
|
***
|
|
||||
Pretax impact
|
17,532
|
|
|
8,275
|
|
|
***
|
|
|
30,871
|
|
|
51,419
|
|
|
(40
|
%)
|
||||
Income tax impact of above items
|
(6,373
|
)
|
|
(2,000
|
)
|
|
***
|
|
|
(10,337
|
)
|
|
(18,500
|
)
|
|
(44
|
%)
|
||||
Impact of items affecting comparability on net income
|
$
|
11,159
|
|
|
$
|
6,275
|
|
|
78
|
%
|
|
$
|
20,534
|
|
|
$
|
32,919
|
|
|
(38
|
%)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
$
|
39,166
|
|
|
$
|
50,557
|
|
|
(23
|
%)
|
|
$
|
125,740
|
|
|
$
|
143,845
|
|
|
(13
|
%)
|
Impact of items affecting comparability on net income
|
11,159
|
|
|
6,275
|
|
|
78
|
%
|
|
20,534
|
|
|
32,919
|
|
|
(38
|
%)
|
||||
Adjusted net income
|
$
|
50,325
|
|
|
$
|
56,832
|
|
|
(11
|
%)
|
|
$
|
146,274
|
|
|
$
|
176,764
|
|
|
(17
|
%)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings per share - diluted
|
$
|
0.33
|
|
|
$
|
0.44
|
|
|
(25
|
%)
|
|
$
|
1.08
|
|
|
$
|
1.25
|
|
|
(14
|
%)
|
Impact of items affecting comparability on net income
|
0.10
|
|
|
0.05
|
|
|
100
|
%
|
|
0.18
|
|
|
0.29
|
|
|
(38
|
%)
|
||||
Adjusted earnings per share - diluted
|
$
|
0.43
|
|
|
$
|
0.49
|
|
|
(12
|
%)
|
|
$
|
1.26
|
|
|
$
|
1.54
|
|
|
(18
|
%)
|
Diluted weighted average number of common shares outstanding
|
118,168
|
|
|
114,959
|
|
|
3
|
%
|
|
116,029
|
|
|
114,959
|
|
|
1
|
%
|
In thousands
|
Year-to-Date
|
|||||||||
|
2015
|
|
2014
|
|
Change
|
|||||
|
|
|
|
|
|
|||||
Net cash flow from operating activities
|
$
|
152,814
|
|
|
$
|
197,353
|
|
|
(23
|
%)
|
Capital expenditures
|
(30,945
|
)
|
|
(51,579
|
)
|
|
(40
|
%)
|
||
Free cash flow
|
$
|
121,869
|
|
|
$
|
145,774
|
|
|
(16
|
%)
|
•
|
competitive pressures in the markets in which we operate;
|
•
|
increased consolidation among major retailers or other events which may adversely affect business operations of major customers and depress the level of local and national advertising;
|
•
|
macroeconomic trends and conditions;
|
•
|
economic downturns leading to a continuing or accelerated decrease in circulation or local, national or classified advertising;
|
•
|
potential disruption or interruption of our operations due to accidents, extraordinary weather events, civil unrest, political events, terrorism or cyber security attacks;
|
•
|
an accelerated decline in general print readership and/or advertiser patterns as a result of competitive alternative media or other factors;
|
•
|
our inability to adapt to technological changes or grow our digital business;
|
•
|
an increase in newsprint costs over the levels anticipated;
|
•
|
labor relations, including, but not limited to, labor disputes which may cause revenue declines or increased labor cost as well as changes to minimum wage requirements which could impact our hourly workforce;
|
•
|
risks and uncertainties related to the proposed merger with JMG, including uncertainty of regulatory approvals, our and JMG’s ability to satisfy the merger agreement conditions and consummate the transaction on a timely basis and our ability to successfully integrate JMG
’s operations and employees with our existing business;
|
•
|
an inability to realize benefits or synergies from acquisitions of new businesses or dispositions of existing businesses or to operate businesses effectively following acquisitions or divestitures;
|
•
|
our ability to attract and retain key employees;
|
•
|
rapid technological changes and frequent new product introductions prevalent in electronic publishing;
|
•
|
a weakening in the British pound to U.S. dollar exchange rate;
|
•
|
volatility in financial and credit markets which could affect our ability to raise funds through debt or equity issuances and otherwise affect our ability to access the credit and capital markets at the times and in the amounts needed and on acceptable terms;
|
•
|
changes in the regulatory environment which could encumber or impede our efforts to improve operating results or the value of assets;
|
•
|
adverse outcomes in proceedings with governmental authorities or administrative agencies;
|
•
|
an other than temporary decline in operating results and enterprise value that could lead to non-cash goodwill, other intangible asset, investment or property, plant and equipment impairment charges;
|
•
|
our inability to engage in certain corporate transactions following the separation;
|
•
|
any failure to realize expected benefits from the separation; and
|
•
|
other uncertainties relating to general economic, political, business, industry, regulatory and market conditions.
|
Date: November 6, 2015
|
GANNETT CO., INC.
|
|
|
|
/s/ Alison K. Engel
|
|
Alison K. Engel
|
|
Chief Financial Officer
|
|
(on behalf of Registrant and as Principal Financial Officer)
|
Exhibit
Number
|
|
Exhibit
|
|
Location
|
|
|
|
|
|
2-1
|
|
Separation and Distribution Agreement, dated as of June 26, 2015, by and between Parent and the Company
|
|
Incorporated herein by reference to Exhibit 2.1 to the Company’s Registration Statement on Form S-3, filed by the Company with the SEC on June 29, 2015
|
|
|
|
|
|
3-1
|
|
Amended and Restated Certificate of Incorporation of the Company
|
|
Incorporated herein by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-3, filed by the Company with the SEC on June 29, 2015
|
|
|
|
|
|
3-2
|
|
Amended and Restated Bylaws of the Company
|
|
Incorporated herein by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-3, filed by the Company with the SEC on June 29, 2015
|
|
|
|
|
|
10-1
|
|
Transition Services Agreement, dated as of June 26, 2015, by and between Parent and the Company
|
|
Incorporated by reference to the same-numbered exhibit to the Company’s Current Report on Form 8-K, filed by the Company with the SEC on June 30, 2015
|
|
|
|
|
|
10-2
|
|
Tax Matters Agreement, dated as of June 26, 2015, by and between Parent and the Company
|
|
Incorporated by reference to the same-numbered exhibit to the Company’s Current Report on Form 8-K, filed by the Company with the SEC on June 30, 2015
|
|
|
|
|
|
10-3
|
|
Employee Matters Agreement, dated as of June 26, 2015, by and between Parent and the Company
|
|
Incorporated herein by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-3, filed by the Company with the SEC on June 29, 2015
|
|
|
|
|
|
10-4
|
|
Credit Agreement among the Company, the several lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, PNC Bank, N.A. and US Bank, National Association, as Co-Syndication Agents, dated as of June 29, 2015
|
|
Incorporated by reference to the same-numbered exhibit to the Company’s Current Report on Form 8-K, filed by the Company with the SEC on June 30, 2015
|
|
|
|
|
|
10-5
|
|
Security Agreement, made by the Company and certain of its Subsidiaries, in favor of JPMorgan Chase Bank, N.A., as Administrative Agent, dated as of June 29, 2015
|
|
Incorporated by reference to the same-numbered exhibit to the Company’s Current Report on Form 8-K, filed by the Company with the SEC on June 30, 2015
|
|
|
|
|
|
10-6
|
|
Trademark Security Agreement, dated as of June 29, 2015, by the Company and certain of its Subsidiaries, in favor of JPMorgan Chase Bank, N.A., as Administrative Agent
|
|
Incorporated by reference to the same-numbered exhibit to the Company’s Current Report on Form 8-K, filed by the Company with the SEC on June 30, 2015
|
|
|
|
|
|
10-7
|
|
Guarantee Agreement made by the Subsidiary Guarantors listed on the signature page thereto in favor of JPMorgan Chase Bank, N.A., as Administrative Agent, dated as of June 29, 2015
|
|
Incorporated by reference to the same-numbered exhibit to the Company’s Current Report on Form 8-K, filed by the Company with the SEC on June 30, 2015
|
|
|
|
|
|
10-8
|
|
2015 Deferred Compensation Plan Rules for Pre-2005 Deferrals
|
|
Incorporated by reference to the same-numbered exhibit to the Company’s Current Report on Form 8-K, filed by the Company with the SEC on June 30, 2015*
|
|
|
|
|
|
10-9
|
|
2015 Deferred Compensation Plan Rules for Post-2004 Deferrals
|
|
Incorporated by reference to the same-numbered exhibit to the Company’s Current Report on Form 8-K, filed by the Company with the SEC on June 30, 2015*
|
|
|
|
|
|
10-10
|
|
Supplemental Retirement Plan
|
|
Incorporated by reference to the same-numbered exhibit to the Company’s Current Report on Form 8-K, filed by the Company with the SEC on June 30, 2015*
|
|
|
|
|
|
10-11
|
|
Supplemental Executive Medical Plan
|
|
Incorporated by reference to the same-numbered exhibit to the Company’s Current Report on Form 8-K, filed by the Company with the SEC on June 30, 2015*
|
|
|
|
|
|
10-12
|
|
Supplemental Executive Medical Plan for Retired Executives
|
|
Incorporated by reference to the same-numbered exhibit to the Company’s Current Report on Form 8-K, filed by the Company with the SEC on June 30, 2015*
|
|
|
|
|
|
10-13
|
|
Key Executive Life Insurance Plan
|
|
Incorporated by reference to the same-numbered exhibit to the Company’s Current Report on Form 8-K, filed by the Company with the SEC on June 30, 2015*
|
|
|
|
|
|
10-14
|
|
Key Executive Life Insurance Plan Participation Agreement
|
|
Incorporated by reference to the same-numbered exhibit to the Company’s Current Report on Form 8-K, filed by the Company with the SEC on June 30, 2015*
|
|
|
|
|
|
10-15
|
|
2015 Transitional Compensation Plan
|
|
Incorporated by reference to the same-numbered exhibit to the Company’s Current Report on Form 8-K, filed by the Company with the SEC on June 30, 2015*
|
|
|
|
|
|
10-16
|
|
Gannett Leadership Team Transition Severance Plan
|
|
Incorporated by reference to the same-numbered exhibit to the Company’s Current Report on Form 8-K, filed by the Company with the SEC on June 30, 2015*
|
|
|
|
|
|
10-17
|
|
2015 Omnibus Incentive Compensation Plan
|
|
Incorporated herein by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-3, filed by the Company with the SEC on June 29, 2015*
|
|
|
|
|
|
10-18
|
|
Letter Agreement with Robert J. Dickey
|
|
Incorporated by reference to Exhibit 10.15 to the Company’s Registration Statement on Form 10, filed by the Company with the SEC on June 9, 2015*
|
|
|
|
|
|
10-19
|
|
Letter Agreement with Alison K. Engel
|
|
Incorporated by reference to Exhibit 10.16 to the Company’s Registration Statement on Form 10, filed by the Company with the SEC on June 9, 2015*
|
|
|
|
|
|
10-20
|
|
Letter Agreement with John M. Zidich
|
|
Incorporated by reference to Exhibit 10.17 to the Company’s Registration Statement on Form 10, filed by the Company with the SEC on June 9, 2015*
|
|
|
|
|
|
10-21
|
|
Employment and Separation Agreement with David A. Payne
|
|
Incorporated by reference to Exhibit 10.18 to the Company’s Registration Statement on Form 10, filed by the Company with the SEC on June 9, 2015*
|
|
|
|
|
|
10-22
|
|
Termination Benefits Agreement with Lawrence S. Kramer
|
|
Incorporated by reference to Exhibit 10.19 to the Company’s Registration Statement on Form 10, filed by the Company with the SEC on June 9, 2015*
|
|
|
|
|
|
10-23
|
|
Agreement and Release with Lawrence S. Kramer
|
|
Incorporated by reference to Exhibit 10.20 to the Company’s Registration Statement on Form 10, filed by the Company with the SEC on June 9, 2015*
|
|
|
|
|
|
10-24
|
|
Form of Mortgage
|
|
Attached.
|
|
|
|
|
|
10-25
|
|
Form of Deed of Trust
|
|
Attached.
|
|
|
|
|
|
10-26
|
|
Schedule of Mortgages or Deeds of Trust Granted by Gannett Subsidiaries
|
|
Attached.
|
|
|
|
|
|
31-1
|
|
Rule 13a-14(a) Certification of CEO
|
|
Attached.
|
|
|
|
|
|
31-2
|
|
Rule 13a-14(a) Certification of CFO
|
|
Attached.
|
|
|
|
|
|
32-1
|
|
Section 1350 Certification of CEO
|
|
Attached.
|
|
|
|
|
|
32-2
|
|
Section 1350 Certification of CFO
|
|
Attached.
|
|
|
|
|
|
101
|
|
The following financial information from Gannett Co., Inc. Quarterly Report on Form 10-Q for the quarter ended June 28, 2015, formatted in XBRL includes: (i) Condensed Combined Balance Sheets at June 28, 2015 and December 28, 2014, (ii) Condensed Combined Statements of Income for the fiscal quarters and six months ended June 28, 2015 and June 29, 2014, (iii) Condensed Combined Statements of Comprehensive Income for the fiscal quarters and six months ended June 28, 2015 and June 29, 2014, (iv) Condensed Combined Cash Flow Statements for the fiscal quarters and six months ended June 28, 2015 and June 29, 2014, and (v) Notes to Condensed Combined Financial Statements
|
|
Attached.
|
PROPERTY ADDRESS
|
MORTGAGOR NAME
|
OWNERSHIP INTEREST
|
AMOUNT SECURED
|
525 W. Broadway, Louisville, Kentucky
|
The Courier-Journal, Inc.
|
Fee
|
$15,000,000
|
6200 Metropolitan Parkway, Sterling Heights, Michigan
|
Detroit Newspaper Partnership, L.P.
|
Fee
|
$14,000,000
|
8278 Georgetown Road, Indianapolis, Indiana
|
Gannett Satellite Information Network, LLC
|
Fee
|
$8,000,000
|
950 W. Basin Road, Newcastle, Delaware
|
Gannett Satellite Information Network, LLC
|
Fee
|
$7,500,000
|
PROPERTY ADDRESS
|
GRANTOR NAME
|
OWNERSHIP INTEREST
|
AMOUNT SECURED
|
200 East Van Buren Street, Phoenix, Arizona
|
Phoenix Newspapers, Inc.
|
Fee
|
$30,000,000
|
6885 Commercial Drive, Springfield, Virginia
|
Gannett Satellite Information Network, LLC
|
Fee
|
$23,000,000
|
1100 Broadway and others, Nashville, Tennessee
|
Gannett Satellite Information Network, LLC
|
Fee (as to 120 11
th
Avenue North) and Leasehold (as to 1100 Broadway and others)
|
$12,000,000
|
22600 N. 19th Avenue, Deer Valley, Arizona
|
Phoenix Newspapers, Inc.
|
Fee
|
$8,700,000
|
I,
|
Robert J. Dickey, certify that:
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Gannett Co., Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: November 6, 2015
|
|
/s/ Robert J. Dickey
|
Robert J. Dickey
|
President and Chief Executive Officer
|
(principal executive officer)
|
I,
|
Alison K. Engel, certify that:
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Gannett Co., Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: November 6, 2015
|
|
/s/ Alison K. Engel
|
Alison K. Engel
|
Chief Financial Officer (principal financial officer)
|
(1)
|
the Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Gannett.
|
/s/ Robert J. Dickey
|
Robert J. Dickey
|
President and Chief Executive Officer
|
(principal executive officer)
|
November 6, 2015
|
(1)
|
the Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Gannett.
|
/s/ Alison K. Engel
|
Alison K. Engel
|
Chief Financial Officer (principal financial officer)
|
November 6, 2015
|