|
x
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
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)
|
Title of Each Class
|
|
Name of Each Exchange on Which Registered
|
Common Stock, par value $0.01 per share
|
|
The New York Stock Exchange
|
Large accelerated filer
|
x
|
Accelerated filer
|
¨
|
Non-accelerated filer
|
¨
|
Smaller reporting company
|
¨
|
|
Item No.
|
|
Page
|
|
|
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1
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1A.
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1B.
|
||
|
|
|
2
|
||
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|
|
3
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||
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|
|
4
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||
|
|
|
|
|
|
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|
|
5
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||
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|
|
6
|
||
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|
|
7
|
||
|
|
|
7A.
|
||
|
|
|
8
|
||
|
|
|
9
|
||
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|
|
9A.
|
||
|
|
|
|
|
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|
|
|
10
|
||
|
|
|
11
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||
|
|
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12
|
||
|
|
|
13
|
||
|
|
|
14
|
||
|
|
|
|
|
|
|
|
|
15
|
•
|
Retail display advertising is associated with local merchants or locally owned businesses. Retail includes regional and national chains - such as department and grocery stores - that sell in the local market.
|
•
|
National advertising is display advertising principally from advertisers who are promoting national products or brands. Examples are pharmaceuticals, travel, airlines, or packaged goods. Both retail and national ads also include preprints, typically stand-alone multiple page fliers that are inserted in the daily and Sunday print product.
|
•
|
Classified advertising includes the major categories of automotive, employment, legal and real estate/rentals. Advertising for classified segments is published in the classified sections or other sections within the publication, on affiliated digital platforms, and in niche magazines that specialize in the segment.
|
DAILY LOCAL MEDIA ORGANIZATIONS AND AFFILIATED DIGITAL PLATFORMS
|
||||||||||||||
State
Territory
|
|
|
|
|
Average 2015 Circulation - Print and Digital Replica and Non-Replica
|
|
|
|||||||
City
|
|
Local media organization/web site
|
|
Morning
|
|
Afternoon
|
|
Sunday
|
|
Founded
|
||||
Alabama
|
Montgomery
|
|
Montgomery Advertiser
www.montgomeryadvertiser.com
|
|
22,330
|
|
|
|
|
28,476
|
|
|
1829
|
|
Arizona
|
Phoenix
|
|
The Arizona Republic
www.azcentral.com
|
|
211,414
|
|
|
|
|
496,390
|
|
|
1890
|
|
Arkansas
|
Mountain Home
|
|
The Baxter Bulletin
www.baxterbulletin.com
|
|
7,939
|
|
|
|
|
|
|
1901
|
||
California
|
Palm Springs
|
|
The Desert Sun
www.mydesert.com
|
|
30,555
|
|
|
|
|
34,114
|
|
|
1927
|
|
|
Salinas
|
|
The Salinas Californian
www.thecalifornian.com
|
|
6,207
|
|
|
|
|
|
|
1871
|
||
|
Visalia
|
|
Visalia Times-Delta/Tulare
Advance-Register
www.visaliatimesdelta.com
www.tulareadvanceregister.com
|
|
16,890
|
|
|
|
|
|
|
1859
|
||
Colorado
|
Fort Collins
|
|
Fort Collins Coloradoan
www.coloradoan.com
|
|
20,131
|
|
|
|
|
24,857
|
|
|
1873
|
|
Delaware
|
Wilmington
|
|
The News Journal
www.delawareonline.com
|
|
65,066
|
|
|
|
|
104,570
|
|
|
1871
|
|
Florida
|
Brevard County
|
|
FLORIDA TODAY
www.floridatoday.com
|
|
42,634
|
|
|
|
|
80,656
|
|
|
1966
|
|
|
Fort Myers
|
|
The News-Press
www.news-press.com
|
|
47,565
|
|
|
|
|
67,185
|
|
|
1884
|
|
|
Pensacola
|
|
Pensacola News Journal
www.pnj.com
|
|
29,981
|
|
|
|
|
47,892
|
|
|
1889
|
|
|
Tallahassee
|
|
Tallahassee Democrat
www.tallahassee.com
|
|
29,317
|
|
|
|
|
43,587
|
|
|
1905
|
|
Guam
|
Hagatna
|
|
Pacific Daily News
www.guampdn.com
|
|
11,954
|
|
|
|
|
10,392
|
|
|
1944
|
|
Indiana
|
Indianapolis
|
|
The Indianapolis Star
www.indystar.com
|
|
127,064
|
|
|
|
|
259,341
|
|
|
1903
|
|
|
Lafayette
|
|
Journal and Courier
www.jconline.com
|
|
20,649
|
|
|
|
|
27,277
|
|
|
1829
|
|
|
Muncie
|
|
The Star Press
www.thestarpress.com
|
|
19,489
|
|
|
|
|
24,134
|
|
|
1899
|
|
|
Richmond
|
|
Palladium-Item
www.pal-item.com
|
|
9,279
|
|
|
|
|
13,299
|
|
|
1831
|
|
Iowa
|
Des Moines
|
|
The Des Moines Register
www.desmoinesregister.com
|
|
84,305
|
|
|
|
|
174,208
|
|
|
1849
|
|
|
Iowa City
|
|
Iowa City Press-Citizen
www.press-citizen.com
|
|
9,939
|
|
|
|
|
|
|
1860
|
||
Kentucky
|
Louisville
|
|
The Courier-Journal
www.courier-journal.com
|
|
106,871
|
|
|
|
|
202,164
|
|
|
1868
|
|
Louisiana
|
Alexandria
|
|
Alexandria Daily Town Talk
www.thetowntalk.com
|
|
14,042
|
|
|
|
|
18,391
|
|
|
1883
|
|
|
Lafayette
|
|
The Daily Advertiser
www.theadvertiser.com
|
|
20,111
|
|
|
|
|
27,243
|
|
|
1865
|
|
|
Monroe
|
|
The News-Star
www.thenewsstar.com
|
|
17,306
|
|
|
|
|
20,988
|
|
|
1890
|
|
|
Opelousas
|
|
Daily World
www.dailyworld.com
|
|
3,778
|
|
|
|
|
4,813
|
|
|
1939
|
|
|
Shreveport
|
|
The Times
www.shreveporttimes.com
|
|
28,971
|
|
|
|
|
42,478
|
|
|
1871
|
|
Maryland
|
Salisbury
|
|
The Daily Times
www.delmarvanow.com
|
|
12,338
|
|
|
|
|
16,008
|
|
|
1900
|
DAILY LOCAL MEDIA ORGANIZATIONS AND AFFILIATED DIGITAL PLATFORMS
|
||||||||||||||
State
Territory
|
|
|
|
|
Average 2015 Circulation - Print and Digital Replica and Non-Replica
|
|
|
|||||||
City
|
|
Local media organization/web site
|
|
Morning
|
|
Afternoon
|
|
Sunday
|
|
Founded
|
||||
Michigan
|
Battle Creek
|
|
Battle Creek Enquirer
www.battlecreekenquirer.com
|
|
10,647
|
|
|
|
|
15,171
|
|
|
1900
|
|
|
Detroit
|
|
Detroit Free Press
www.freep.com
|
|
160,213
|
|
|
|
|
886,376
|
|
|
1832
|
|
|
Lansing
|
|
Lansing State Journal
www.lansingstatejournal.com
|
|
33,588
|
|
|
|
|
44,819
|
|
|
1855
|
|
|
Livingston County
|
|
Daily Press & Argus
www.livingstondaily.com
|
|
8,163
|
|
|
|
|
11,572
|
|
|
1843
|
|
|
Port Huron
|
|
Times Herald
www.thetimesherald.com
|
|
14,095
|
|
|
|
|
20,843
|
|
|
1900
|
|
Minnesota
|
St. Cloud
|
|
St. Cloud Times
www.sctimes.com
|
|
19,684
|
|
|
|
|
24,179
|
|
|
1861
|
|
Mississippi
|
Hattiesburg
|
|
Hattiesburg American
www.hattiesburgamerican.com
|
|
|
|
7,202
|
|
|
9,675
|
|
|
1897
|
|
|
Jackson
|
|
The Clarion-Ledger
www.clarionledger.com
|
|
43,373
|
|
|
|
|
49,981
|
|
|
1837
|
|
Missouri
|
Springfield
|
|
Springfield News-Leader
www.news-leader.com
|
|
27,905
|
|
|
|
|
49,889
|
|
|
1893
|
|
Montana
|
Great Falls
|
|
Great Falls Tribune
www.greatfallstribune.com
|
|
21,684
|
|
|
|
|
23,104
|
|
|
1885
|
|
Nevada
|
Reno
|
|
Reno Gazette-Journal
www.rgj.com
|
|
30,506
|
|
|
|
|
52,989
|
|
|
1870
|
|
New Jersey
|
Asbury Park
|
|
Asbury Park Press
www.app.com
|
|
73,363
|
|
|
|
|
109,060
|
|
|
1879
|
|
|
Bridgewater
|
|
Courier News
www.mycentraljersey.com
|
|
8,938
|
|
|
|
|
11,610
|
|
|
1884
|
|
|
Cherry Hill
|
|
Courier-Post
www.courierpostonline.com
|
|
32,259
|
|
|
|
|
43,096
|
|
|
1875
|
|
|
East Brunswick
|
|
Home News Tribune
www.mycentraljersey.com
|
|
17,803
|
|
|
|
|
21,195
|
|
|
1879
|
|
|
Morristown
|
|
Daily Record
www.dailyrecord.com
|
|
12,582
|
|
|
|
|
14,952
|
|
|
1900
|
|
|
Vineland
|
|
The Daily Journal
www.thedailyjournal.com
|
|
9,983
|
|
|
|
|
|
|
1864
|
||
New Mexico
|
Alamogordo
|
|
Alamogordo Daily News
www.alamogordonews.com
|
|
3,811
|
|
|
|
|
3,977
|
|
|
1898
|
|
|
Carlsbad
|
|
Current-Argus
www.currentargus.com
|
|
3,597
|
|
|
|
|
3,863
|
|
|
1889
|
|
|
Deming
|
|
Deming Headlight
www.demingheadlight.com
|
|
1,492
|
|
|
|
|
|
|
1880
|
||
|
Farmington
|
|
Farmington Daily Times
www.daily-times.com
|
|
9,012
|
|
|
|
|
9,532
|
|
|
1901
|
|
|
Las Cruces
|
|
Las Cruces Sun-News
www.lcsun-news.com
|
|
13,770
|
|
|
|
|
15,980
|
|
|
1881
|
|
|
Silver City
|
|
Silver City Sun News
www.scsun-news.com
|
|
144
|
|
|
|
|
|
|
1896
|
||
New York
|
Binghamton
|
|
Press & Sun-Bulletin
www.pressconnects.com
|
|
26,493
|
|
|
|
|
35,181
|
|
|
1904
|
|
|
Elmira
|
|
Star-Gazette
www.stargazette.com
|
|
11,917
|
|
|
|
|
18,375
|
|
|
1828
|
|
|
Ithaca
|
|
The Ithaca Journal
www.theithacajournal.com
|
|
8,934
|
|
|
|
|
|
|
1815
|
||
|
Poughkeepsie
|
|
Poughkeepsie Journal
www.poughkeepsiejournal.com
|
|
20,409
|
|
|
|
|
26,984
|
|
|
1785
|
|
|
Rochester
|
|
Rochester Democrat and Chronicle
www.democratandchronicle.com
|
|
88,815
|
|
|
|
|
131,456
|
|
|
1833
|
|
|
Westchester County
|
|
The Journal News
www.lohud.com
|
|
53,446
|
|
|
|
|
67,893
|
|
|
1829
|
|
North Carolina
|
Asheville
|
|
Asheville Citizen-Times
www.citizen-times.com
|
|
28,269
|
|
|
|
|
43,096
|
|
|
1870
|
DAILY LOCAL MEDIA ORGANIZATIONS AND AFFILIATED DIGITAL PLATFORMS
|
||||||||||||||
State
Territory
|
|
|
|
|
Average 2015 Circulation - Print and Digital Replica and Non-Replica
|
|
|
|||||||
City
|
|
Local media organization/web site
|
|
Morning
|
|
Afternoon
|
|
Sunday
|
|
Founded
|
||||
Ohio
|
Bucyrus
|
|
Telegraph-Forum
www.bucyrustelegraphforum.com
|
|
3,328
|
|
|
|
|
|
|
1923
|
||
|
Chillicothe
|
|
Chillicothe Gazette
www.chillicothegazette.com
|
|
|
|
7,300
|
|
|
8,656
|
|
|
1800
|
|
|
Cincinnati
|
|
The Cincinnati Enquirer
www.cincinnati.com
|
|
109,687
|
|
|
|
|
207,968
|
|
|
1841
|
|
|
Coshocton
|
|
Coshocton Tribune
www.coshoctontribune.com
|
|
|
|
3,199
|
|
|
3,909
|
|
|
1842
|
|
|
Fremont
|
|
The News-Messenger
www.thenews-messenger.com
|
|
|
|
4,872
|
|
|
|
|
1856
|
||
|
Lancaster
|
|
Lancaster Eagle-Gazette
www.lancastereaglegazette.com
|
|
|
|
7,091
|
|
|
8,503
|
|
|
1807
|
|
|
Mansfield
|
|
News Journal
www.mansfieldnewsjournal.com
|
|
15,258
|
|
|
|
|
20,471
|
|
|
1885
|
|
|
Marion
|
|
The Marion Star
www.marionstar.com
|
|
5,519
|
|
|
|
|
6,522
|
|
|
1880
|
|
|
Newark
|
|
The Advocate
www.newarkadvocate.com
|
|
|
|
11,249
|
|
|
12,663
|
|
|
1820
|
|
|
Port Clinton
|
|
News Herald
www.portclintonnewsherald.com
|
|
|
|
1,995
|
|
|
|
|
1864
|
||
|
Zanesville
|
|
Times Recorder
www.zanesvilletimesrecorder.com
|
|
10,017
|
|
|
|
|
11,087
|
|
|
1852
|
|
Oregon
|
Salem
|
|
Statesman Journal
www.statesmanjournal.com
|
|
28,858
|
|
|
|
|
35,343
|
|
|
1851
|
|
Pennsylvania
|
Chambersburg
|
|
Public Opinion
www.publicopiniononline.com
|
|
11,817
|
|
|
|
|
15,409
|
|
|
1869
|
|
|
Hanover
|
|
The Evening Sun
www.eveningsun.com
|
|
9,375
|
|
|
|
|
12,253
|
|
|
1915
|
|
|
Lebanon
|
|
Lebanon Daily News
www.ldnews.com
|
|
12,004
|
|
|
|
|
14,935
|
|
|
1872
|
|
|
York
|
|
York Daily Record
www.ydr.com
|
|
31,316
|
|
|
|
|
71,315
|
|
|
1915
|
|
South Carolina
|
Greenville
|
|
The Greenville News
www.greenvilleonline.com
|
|
42,905
|
|
|
|
|
96,559
|
|
|
1874
|
|
South Dakota
|
Sioux Falls
|
|
Argus Leader
www.argusleader.com
|
|
28,161
|
|
|
|
|
55,082
|
|
|
1881
|
|
Tennessee
|
Clarksville
|
|
The Leaf-Chronicle
www.theleafchronicle.com
|
|
9,805
|
|
|
|
|
19,410
|
|
|
1808
|
|
|
Jackson
|
|
The Jackson Sun
www.jacksonsun.com
|
|
12,837
|
|
|
|
|
19,424
|
|
|
1848
|
|
|
Murfreesboro
|
|
The Daily News Journal
www.dnj.com
|
|
9,033
|
|
|
|
|
12,739
|
|
|
1848
|
|
|
Nashville
|
|
The Tennessean
www.tennessean.com
|
|
86,189
|
|
|
|
|
198,214
|
|
|
1812
|
|
Utah
|
St. George
|
|
The Spectrum
www.thespectrum.com
|
|
12,505
|
|
|
|
|
14,545
|
|
|
1963
|
|
Texas
|
El Paso
|
|
El Paso Times
www.elpasotimes.com
|
|
34,213
|
|
|
|
|
42,855
|
|
|
1881
|
|
Vermont
|
Burlington
|
|
The Burlington Free Press
www.burlingtonfreepress.com
|
|
22,523
|
|
|
|
|
25,848
|
|
|
1827
|
|
Virginia
|
McLean
|
|
USA TODAY*
www.usatoday.com
|
|
4,010,437
|
|
|
|
|
3,866,618
|
|
|
1982
|
|
|
Staunton
|
|
The Daily News Leader
www.newsleader.com
|
|
11,449
|
|
|
|
|
13,784
|
|
|
1904
|
|
Wisconsin
|
Appleton
|
|
The Post-Crescent
www.postcrescent.com
|
|
33,039
|
|
|
|
|
49,302
|
|
|
1853
|
|
|
Fond du Lac
|
|
The Reporter
www.fdlreporter.com
|
|
8,613
|
|
|
|
|
11,114
|
|
|
1870
|
|
|
Green Bay
|
|
Green Bay Press-Gazette
www.greenbaypressgazette.com
|
|
37,537
|
|
|
|
|
58,460
|
|
|
1915
|
|
|
Manitowoc
|
|
Herald Times Reporter
www.htrnews.com
|
|
8,469
|
|
|
|
|
10,008
|
|
|
1898
|
|
|
Marshfield
|
|
Marshfield News-Herald
www.marshfieldnewsherald.com
|
|
|
|
6,630
|
|
|
|
|
1927
|
||
|
Oshkosh
|
|
Oshkosh Northwestern
www.thenorthwestern.com
|
|
10,968
|
|
|
|
|
15,192
|
|
|
1868
|
|
|
Sheboygan
|
|
The Sheboygan Press
www.sheboyganpress.com
|
|
12,590
|
|
|
|
|
15,483
|
|
|
1907
|
DAILY LOCAL MEDIA ORGANIZATIONS AND AFFILIATED DIGITAL PLATFORMS
|
||||||||||||||
State
Territory
|
|
|
|
|
Average 2015 Circulation - Print and Digital Replica and Non-Replica
|
|
|
|||||||
City
|
|
Local media organization/web site
|
|
Morning
|
|
Afternoon
|
|
Sunday
|
|
Founded
|
||||
|
Stevens Point
|
|
Stevens Point Journal
www.stevenspointjournal.com
|
|
|
|
6,468
|
|
|
|
|
1873
|
||
|
|
|
Central Wisconsin Sunday
|
|
|
|
|
|
13,756
|
|
|
|
||
|
Wausau
|
|
Wausau Daily Herald
www.wausaudailyherald.com
|
|
|
|
12,675
|
|
|
16,947
|
|
|
1903
|
|
|
Wisconsin Rapids
|
|
The Daily Tribune
www.wisconsinrapidstribune.com
|
|
|
|
6,920
|
|
|
|
|
1914
|
*
|
USA TODAY morning and Sunday figure is the average print, digital replica, digital non-replica and branded editions according to the Alliance for Audited Media’s December 2015 Quarterly Publisher’s Statement.
|
|
|
|
|
Mobile and Tablet:
We power more than 500 mobile and tablet products and partner with service providers to deliver news alerts and mobile marketing campaigns. We have also developed and deployed leading applications for iPad, iPhone, Kindle, Android, Windows and BlackBerry.
|
|
|
|
|
USA TODAY/USATODAY.com
Headquarters and editorial offices:
McLean, VA
Print sites:
Albuquerque, NM; Boston, MA; Cleveland, OH; Columbia, SC; Columbus, OH; Dallas, TX; Denver, CO; Des Moines, IA; Detroit, MI; Fort Lauderdale, FL; Houston, TX; Indianapolis, IN; Kansas City, MO; Las Vegas, NV; Los Angeles, CA; Louisville, KY; Milwaukee, WI; Minneapolis, MN; Mobile, AL; Nashville, TN; Oklahoma City, OK; Orlando, FL; Phoenix, AZ; Rochester, NY; Rockaway, NJ; St. Louis, MO; St. Petersburg, FL; Salt Lake City, UT; San Jose, CA; Seattle, WA; Springfield, MO; Springfield, VA; Wilmington, DE; Winston-Salem, NC
Advertising offices:
Atlanta, GA; Chicago, IL; Dallas, TX; Detroit, MI; Los Angeles, CA; McLean, VA; New York, NY; San Francisco, CA
|
USA TODAY Sports Media Group:
http://ftw.usatoday.com; www.thebiglead.com; www.spanningthesec.com; http://fantasy.usatoday.com/; www.hoopshype.com; http://usatodayhss.com; www.bnqt.com; www.thehuddle.com; www.baseballhq.com; http://sportswire.usatoday.com/; www.mmajunkie.com; http://boxingjunkie.com/; http://trainingjunkie.com/; www.thedraftwire.com; www.steelerswire.com; www.bearswire.com; www.broncoswire.com; www.thefieldsofgreen.com
Headquarters:
Los Angeles
Advertising offices:
Los Angeles, CA; McLean, VA; New York, NY
|
Reviewed.com:
www.reviewed.com
Headquarters: Cambridge, MA |
Gannett Media Technologies International:
www.gmti.com
Headquarters: Chesapeake, VA Regional office: Cincinnati, OH |
Non-daily publications:
Weekly, semi-weekly, monthly or bimonthly publications in Alabama, Arizona, Arkansas, California, Colorado, Delaware, Florida, Guam, Indiana, Iowa, Kentucky, Louisiana, Maryland, Michigan, Minnesota, Mississippi, Missouri, Montana, Nevada, New Jersey, New Mexico, New York, North Carolina, Ohio, Oregon, Pennsylvania, South Carolina, South Dakota, Tennessee, Texas, Utah, Vermont, Virginia, Wisconsin
|
Gannett Publishing Services:
www.gannettpublishingservices.com
Headquarters:
McLean, VA
|
Gannett Satellite Information Network:
McLean, VA
|
GANNETT ON THE NET:
News and information about us is available on our web site, www.gannett.com. In addition to news and other information about us, 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 our Chief Executive Officer and Chief Financial Officer are included as exhibits to our SEC reports (including to this Form 10-K).
We also provide access on this web site to the charters of our Audit, Transformation, Executive Compensation and Nominating and Public Responsibility Committees and other important governance documents and policies, including our Ethics Policy, Principles of Corporate Governance and Related Person Transaction Policy. Copies of all of these corporate governance documents are available to any shareholder upon written request made to our Secretary at the headquarters address. We will disclose on this web site changes to, or waivers of, our corporate Ethics Policy.
|
|
•
|
we may be unable to develop products for mobile devices or other digital platforms that consumers find engaging, that work with a variety of operating systems and networks or that achieve a high level of market acceptance;
|
•
|
there may be changes in user sentiment about the quality or usefulness of our existing products;
|
•
|
news aggregation websites and customized news feeds may reduce our traffic levels by creating a disincentive for users to visit our websites or use our digital products;
|
•
|
failure to successfully manage changes in search engine optimization and social media traffic to increase our digital presence and visibility may reduce our traffic levels;
|
•
|
technical or other problems could prevent us from delivering our products in a rapid and reliable manner or otherwise affect the user experience;
|
•
|
new delivery platforms may lead to pricing restrictions, the loss of distribution control and the loss of a direct relationship with consumers;
|
•
|
mobile devices, including smartphones and tablets, may present challenges for traditional display advertising; and
|
•
|
technology developed to block the display of advertising on websites could proliferate.
|
•
|
entering into any transaction resulting in the acquisition of 40% or more of our stock or substantially all of our assets, whether by merger or otherwise;
|
•
|
merging, consolidating or liquidating;
|
•
|
issuing equity securities beyond certain thresholds;
|
•
|
repurchasing our capital stock beyond certain thresholds; and
|
•
|
ceasing to actively conduct our business.
|
•
|
a distinct investment identity allowing investors to evaluate the merits, strategy, performance and future prospects of our business separately from our former parent;
|
•
|
more efficient allocation of capital for both our former parent and us;
|
•
|
direct access by us to the capital markets;
|
•
|
ability to pursue value-enhancing acquisitions with fewer regulatory obstacles in two consolidating industries; and
|
•
|
facilitating incentive compensation arrangements for employees that are more directly tied to the performance of the relevant company’s business, and enhancing employee hiring and retention by, among other things, improving the alignment of management and employee incentives with performance and growth objectives, while at the same time creating an independent equity structure that facilitates our ability to affect future acquisitions utilizing our common stock.
|
•
|
permit certain liens on current or future assets;
|
•
|
enter into certain corporate transactions;
|
•
|
incur additional indebtedness;
|
•
|
make certain payments or declare certain dividends or distributions;
|
•
|
dispose of certain property;
|
•
|
prepay or amend the terms of other indebtedness; and
|
•
|
enter into certain transactions with affiliates.
|
•
|
authorize the issuance of preferred stock that could be issued by our Board of Directors to thwart a takeover attempt;
|
•
|
provide that vacancies on our Board of Directors, including vacancies resulting from an enlargement of our Board of Directors, may be filled only by a majority vote of directors then in office;
|
•
|
place limits on which stockholders may call special meetings of stockholders, and limit the actions that may be taken at such stockholder-called special meetings;
|
•
|
prohibit stockholder action by written consent; and
|
•
|
establish advance notice requirements for nominations of candidates for elections as directors or to bring other business before an annual meeting of our stockholders.
|
Year
|
Quarter
|
Low
|
|
High
|
||||
2015
|
Second
|
$
|
13.35
|
|
|
$
|
15.05
|
|
|
Third
|
$
|
10.75
|
|
|
$
|
14.75
|
|
|
Fourth
|
$
|
13.76
|
|
|
$
|
17.91
|
|
2016
|
First*
|
$
|
13.27
|
|
|
$
|
16.77
|
|
|
June 2015
|
Sept. 2015
|
Dec. 2015
|
||||||
Gannett Co., Inc.
|
$
|
100.00
|
|
$
|
105.51
|
|
$
|
117.16
|
|
S&P 500 Index
|
$
|
100.00
|
|
$
|
93.82
|
|
$
|
101.23
|
|
Peer Group
|
$
|
100.00
|
|
$
|
80.51
|
|
$
|
88.43
|
|
•
|
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;
|
•
|
an inability to adapt to technological changes or grow our online 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 costs;
|
•
|
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 employees;
|
•
|
rapid technological changes and frequent new product introductions prevalent in electronic publishing and digital businesses;
|
•
|
an increase in interest rates;
|
•
|
a weakening in the British pound to U.S. dollar exchange rate;
|
•
|
volatility in financial and credit markets which could affect the value of retirement plan assets and 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;
|
•
|
credit rating downgrades, which could affect the availability and cost of future financing;
|
•
|
adverse outcomes in litigation 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 dependence on our former parent and other third parties to perform important services for us following the separation;
|
•
|
our inability to engage in certain corporate transactions following the separation;
|
•
|
any failure to realize expected benefits from, or the possibility that we may be required to incur unexpected costs as a result of, the separation; and
|
•
|
other uncertainties relating to general economic, political, business, industry, regulatory and market conditions.
|
•
|
Acquisition of Texas-New Mexico Newspaper Partnership (“TNP”) and Romanes Media Group (“RMG”)
– During 2015, we acquired two businesses which we expect to be accretive to earnings in future periods, contributing approximately $100 million in revenues in fiscal 2016.
|
•
|
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
$34 million
and
$35 million
in 2015 and 2014, respectively.
|
•
|
Severance-related Expenses
– We 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 with businesses owned by our former parent following the separation (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 Consolidated and Combined Statements of Income. There is no impact on operating income, operating cash flows, net income or earnings per share. For the second half of 2015 revenue comparisons to the same period in the prior year were negatively impacted by $33 million.
|
•
|
Shutdown of USA Weekend
– USA Weekend ceased operating in December 2014. For 2015, revenue comparisons to prior year were negatively impacted by
$36 million
.
|
•
|
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 2015 were translated from the British pound to U.S. dollars at an average rate of 1.53 compared to 1.65 last year. This 7% decline in the exchange rate unfavorably impacted 2015 revenue comparisons by approximately
$33 million
.
|
|
2015
|
2014
|
2013
|
Payroll and employee benefits
|
46.8%
|
43.6%
|
45.0%
|
Newsprint and other production material
|
6.6%
|
7.9%
|
8.4%
|
In millions of dollars
|
|||||||||
|
2015
|
2014
|
2013 (a)
|
||||||
Net cash flow from operating activities
|
$
|
231
|
|
$
|
346
|
|
$
|
255
|
|
Net cash flow used for investing activities
|
(43
|
)
|
(32
|
)
|
(8
|
)
|
|||
Net cash flow used for financing activities
|
(63
|
)
|
(321
|
)
|
(302
|
)
|
|||
Effect of currency exchange rate change
|
—
|
|
—
|
|
—
|
|
|||
Net increase (decrease) in cash
|
$
|
125
|
|
$
|
(7
|
)
|
$
|
(56
|
)
|
(a) Numbers do not sum due to rounding.
|
•
|
Severance-related charges;
|
•
|
Transformation costs; and
|
•
|
Non-cash asset impairment charges.
|
In millions, except share data
|
|||||||||
|
2015
|
2014
|
Change
|
||||||
Net cash flow from operating activities
|
$
|
231
|
|
$
|
346
|
|
$
|
(115
|
)
|
Capital expenditures
|
(54
|
)
|
(72
|
)
|
18
|
|
|||
Free cash flow
|
$
|
177
|
|
$
|
274
|
|
$
|
(97
|
)
|
|
Payments due by period
|
||||||||||||||
In millions of dollars
|
Total
|
2016
|
2017-2018
|
2019-2020
|
Thereafter
|
||||||||||
Operating leases
(1)
|
$
|
381
|
|
$
|
45
|
|
$
|
79
|
|
$
|
64
|
|
$
|
193
|
|
Purchase obligations
(2)
|
66
|
|
48
|
|
16
|
|
2
|
|
—
|
|
|||||
Other noncurrent
liabilities
(3)
|
195
|
|
43
|
|
40
|
|
36
|
|
76
|
|
|||||
Gannett Retirement Plan contributions
(4)
|
140
|
|
25
|
|
50
|
|
50
|
|
15
|
|
|||||
Total
|
$
|
782
|
|
$
|
161
|
|
$
|
185
|
|
$
|
152
|
|
$
|
284
|
|
(1)
|
See Note 12 to the consolidated and combined financial statements.
|
(2)
|
Includes purchase obligations related to wire services, interactive marketing agreements, professional services, paper distribution agreements, printing contracts, and other legally binding commitments. Amounts which we are liable for under purchase orders outstanding at Dec. 27, 2015, are reflected in the Consolidated and Combined Balance Sheets as accounts payable and accrued liabilities and are excluded from the table above.
|
(3)
|
Other noncurrent liabilities primarily consist of unfunded and under-funded postretirement benefit plans excluding the Gannett Retirement Plan. Unfunded plans include the Gannett 2015 Supplemental Retirement Plan and the Gannett Retiree Welfare Plan. Required employer contributions equal the future expected benefit payments and are reflected in the table over the next ten-year period. Our under-funded plans include the Newsquest Pension Scheme, and the Detroit Free Press, Inc. Newspaper Guild of Detroit Pension Plan. Expected employer contributions for these plans are included for the following fiscal year only, including
$17 million
for the Newsquest Pension Scheme. Contributions beyond the next fiscal year are excluded due to uncertainties regarding significant assumptions involved in estimating these contributions, such as interest rate levels as well as the amount and timing of invested asset returns.
|
(4)
|
Expected employer contributions for the Gannett Retirement Plan are included through 2021. Contributions beyond 2021 are excluded due to uncertainties regarding significant assumptions involved in estimating these contributions, such as interest rate levels as well as the amount and timing of invested asset returns.
|
Cash dividends
|
Payment date
|
Per share
|
|||
2015
|
4th Quarter
|
Jan. 4, 2016
|
$
|
0.16
|
|
|
3rd Quarter
|
Oct. 1, 2015
|
$
|
0.16
|
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
|
Page
|
|
|
FINANCIAL STATEMENTS
|
|
|
|
OTHER INFORMATION
|
|
|
|
SUPPLEMENTARY DATA
|
|
|
|
GANNETT CO., INC.
CONSOLIDATED AND COMBINED BALANCE SHEETS
|
||||||
In thousands of dollars
|
||||||
Assets
|
Dec. 27, 2015
|
Dec. 28, 2014
|
||||
Current assets
|
|
|
||||
Cash and cash equivalents
|
$
|
196,696
|
|
$
|
71,947
|
|
Accounts receivable, less allowance for doubtful accounts of $8,836 and $5,788, respectively
|
330,473
|
|
357,523
|
|
||
Other receivables
|
36,114
|
|
16,339
|
|
||
Inventories
|
25,777
|
|
38,944
|
|
||
Assets held for sale
|
12,288
|
|
18,434
|
|
||
Prepaid expenses and other current assets
|
28,188
|
|
27,883
|
|
||
Total current assets
|
629,536
|
|
531,070
|
|
||
Property, plant and equipment, net
|
896,585
|
|
934,483
|
|
||
Goodwill
|
575,685
|
|
544,345
|
|
||
Intangible assets, net
|
59,713
|
|
50,115
|
|
||
Deferred income taxes
|
201,991
|
|
261,322
|
|
||
Investments and other assets
|
64,289
|
|
63,125
|
|
||
Total assets
|
$
|
2,427,799
|
|
$
|
2,384,460
|
|
|
|
|
||||
Liabilities and equity
|
|
|
||||
Current liabilities
|
|
|
||||
Accounts payable and accrued liabilities
|
$
|
393,026
|
|
$
|
318,785
|
|
Dividends payable
|
18,501
|
|
—
|
|
||
Income taxes
|
—
|
|
13,675
|
|
||
Deferred income
|
78,967
|
|
77,123
|
|
||
Total current liabilities
|
490,494
|
|
409,583
|
|
||
Income taxes
|
22,221
|
|
11,991
|
|
||
Postretirement medical and life insurance liabilities
|
87,594
|
|
93,474
|
|
||
Pension liabilities
|
612,443
|
|
770,041
|
|
||
Other noncurrent liabilities
|
156,471
|
|
161,899
|
|
||
Total noncurrent liabilities
|
878,729
|
|
1,037,405
|
|
||
Total liabilities
|
1,369,223
|
|
1,446,988
|
|
||
Commitments and contingent liabilities (see Note 12)
|
|
|
||||
|
|
|
||||
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, 115,668,957 shares issued
|
1,156
|
|
—
|
|
||
Additional paid-in capital
|
1,708,291
|
|
—
|
|
||
Retained earnings
|
22,553
|
|
—
|
|
||
Former parent’s investment, net
|
—
|
|
1,615,584
|
|
||
Accumulated other comprehensive loss
|
(673,424
|
)
|
(678,112
|
)
|
||
Total equity
|
1,058,576
|
|
937,472
|
|
||
Total liabilities and equity
|
$
|
2,427,799
|
|
$
|
2,384,460
|
|
GANNETT CO., INC.
CONSOLIDATED AND COMBINED STATEMENTS OF INCOME
|
||||||||||
In thousands, except per share amounts
|
||||||||||
Fiscal year ended
|
Dec. 27, 2015
|
Dec. 28, 2014
|
Dec. 29, 2013
|
|||||||
Operating revenues:
|
|
|
|
|||||||
Advertising
|
$
|
1,611,445
|
|
$
|
1,840,067
|
|
$
|
1,971,046
|
|
|
Circulation
|
1,060,118
|
|
1,109,729
|
|
1,117,491
|
|
||||
Other
|
213,449
|
|
222,082
|
|
236,402
|
|
||||
Total operating revenues
|
2,885,012
|
|
3,171,878
|
|
3,324,939
|
|
||||
Operating expenses:
|
|
|
|
|||||||
Cost of sales and operating expenses
|
1,866,729
|
|
1,997,803
|
|
2,089,748
|
|
||||
Selling, general and administrative expenses
|
707,022
|
|
765,465
|
|
773,409
|
|
||||
Depreciation
|
95,916
|
|
97,178
|
|
95,979
|
|
||||
Amortization
|
11,636
|
|
13,885
|
|
14,119
|
|
||||
Facility consolidation and asset impairment charges
|
34,278
|
|
35,216
|
|
26,611
|
|
||||
Total operating expenses
|
2,715,581
|
|
2,909,547
|
|
2,999,866
|
|
||||
Operating income
|
169,431
|
|
262,331
|
|
325,073
|
|
||||
Non-operating income (expense):
|
|
|
|
|||||||
Equity income in unconsolidated investees, net
|
11,981
|
|
15,857
|
|
22,768
|
|
||||
Other non-operating items, net
|
12,563
|
|
77
|
|
(2,078
|
)
|
||||
Total non-operating income
|
24,544
|
|
15,934
|
|
20,690
|
|
||||
Income before income taxes
|
193,975
|
|
278,265
|
|
345,763
|
|
||||
Provision for income taxes
|
47,884
|
|
67,560
|
|
71,302
|
|
||||
Net income
|
$
|
146,091
|
|
$
|
210,705
|
|
$
|
274,461
|
|
|
Net income per share—basic
|
$
|
1.27
|
|
$
|
1.83
|
|
$
|
2.39
|
|
|
Net income per share—diluted
|
$
|
1.25
|
|
$
|
1.83
|
|
$
|
2.39
|
|
GANNETT CO., INC.
CONSOLIDATED AND COMBINED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
|
||||||||||
In thousands of dollars
|
||||||||||
Fiscal year ended
|
Dec. 27, 2015
|
|
Dec. 28, 2014
|
|
Dec. 29, 2013
|
|
||||
Net income
|
$
|
146,091
|
|
$
|
210,705
|
|
$
|
274,461
|
|
|
Other comprehensive income (loss), before tax:
|
|
|
|
|||||||
Foreign currency translation adjustments
|
(19,390
|
)
|
(27,414
|
)
|
7,516
|
|
||||
Pension and other postretirement benefit items:
|
|
|
|
|||||||
Actuarial (loss) gain:
|
|
|
|
|||||||
Actuarial (loss) gain arising during the period
|
(54,142
|
)
|
(429,402
|
)
|
258,220
|
|
||||
Amortization of actuarial loss
|
58,148
|
|
42,446
|
|
57,940
|
|
||||
Prior service credit:
|
|
|
|
|||||||
Change in prior service credit
|
—
|
|
36,873
|
|
303
|
|
||||
Amortization of prior service credit
|
(2,722
|
)
|
(4,454
|
)
|
(2,039
|
)
|
||||
Settlement charge
|
1,254
|
|
—
|
|
1,721
|
|
||||
Transfer from Separation
|
24,180
|
|
—
|
|
—
|
|
||||
Other
|
15,544
|
|
23,634
|
|
(9,448
|
)
|
||||
Pension and other postretirement benefit items
|
42,262
|
|
(330,903
|
)
|
306,697
|
|
||||
Other comprehensive income (loss) before tax
|
22,872
|
|
(358,317
|
)
|
314,213
|
|
||||
Income tax effect related to components of other comprehensive (loss) income
|
(18,184
|
)
|
122,186
|
|
(131,121
|
)
|
||||
Other comprehensive income (loss), net of tax
|
4,688
|
|
(236,131
|
)
|
183,092
|
|
||||
Comprehensive income (loss)
|
$
|
150,779
|
|
$
|
(25,426
|
)
|
$
|
457,553
|
|
GANNETT CO., INC.
CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS
|
||||||||||
In thousands of dollars
|
|
|
|
|||||||
Fiscal year ended
|
Dec. 27, 2015
|
Dec. 28, 2014
|
Dec. 29, 2013
|
|||||||
Cash flows from operating activities
|
|
|
|
|||||||
Net income
|
$
|
146,091
|
|
$
|
210,705
|
|
$
|
274,461
|
|
|
Adjustments to reconcile net income to operating cash flows:
|
|
|
|
|||||||
Gain on acquisition
|
(21,799
|
)
|
—
|
|
—
|
|
||||
Depreciation
|
95,916
|
|
97,178
|
|
95,979
|
|
||||
Amortization
|
11,636
|
|
13,885
|
|
14,119
|
|
||||
Facility consolidation and asset impairment charges (see Notes 4 and 5)
|
34,278
|
|
35,216
|
|
26,611
|
|
||||
Stock-based compensation — equity awards
|
20,623
|
|
17,099
|
|
16,201
|
|
||||
Provision for deferred income taxes
|
47,380
|
|
48,943
|
|
66,621
|
|
||||
Pension and other postretirement expense, net of contributions
|
(134,907
|
)
|
(100,984
|
)
|
(99,683
|
)
|
||||
Equity income in unconsolidated investees, net (see Notes 4 and 6)
|
(11,981
|
)
|
(15,857
|
)
|
(22,768
|
)
|
||||
Decrease in accounts receivable
|
33,376
|
|
30,753
|
|
2,943
|
|
||||
(Increase) decrease in other receivables
|
(24,961
|
)
|
(4,988
|
)
|
65
|
|
||||
Decrease (increase) in inventories
|
14,023
|
|
9,577
|
|
5,028
|
|
||||
Increase (decrease) in accounts payable
|
16,844
|
|
23,298
|
|
(25,086
|
)
|
||||
Decrease in interest and taxes payable
|
(9,349
|
)
|
(30,871
|
)
|
(48,120
|
)
|
||||
Increase (decrease) in accrued expenses
|
44,787
|
|
(21,544
|
)
|
(34,473
|
)
|
||||
Decrease in deferred income
|
(2,894
|
)
|
(1,471
|
)
|
(3,783
|
)
|
||||
Other, net
|
(28,043
|
)
|
35,199
|
|
(13,580
|
)
|
||||
Net cash flows from operating activities
|
231,020
|
|
346,138
|
|
254,535
|
|
||||
Cash flows from investing activities
|
|
|
|
|||||||
Purchase of property, plant and equipment
|
(53,979
|
)
|
(72,307
|
)
|
(53,619
|
)
|
||||
Payments for acquisitions, net of cash acquired
|
(28,668
|
)
|
(113
|
)
|
(922
|
)
|
||||
Payments for investments
|
(2,750
|
)
|
(2,500
|
)
|
—
|
|
||||
Proceeds from investments
|
12,402
|
|
18,629
|
|
26,806
|
|
||||
Proceeds from sale of certain assets
|
29,683
|
|
24,519
|
|
19,983
|
|
||||
Net cash used for investing activities
|
(43,312
|
)
|
(31,772
|
)
|
(7,752
|
)
|
||||
Cash flows from financing activities
|
|
|
|
|||||||
Dividends paid
|
(18,462
|
)
|
—
|
|
—
|
|
||||
Proceeds from issuance of common stock upon settlement of stock awards
|
6,615
|
|
—
|
|
—
|
|
||||
Transactions with former parent, net
|
(49,701
|
)
|
(319,422
|
)
|
(300,805
|
)
|
||||
Deferred payments for acquisitions
|
(1,218
|
)
|
(1,313
|
)
|
(1,314
|
)
|
||||
Net cash used for financing activities
|
(62,766
|
)
|
(320,735
|
)
|
(302,119
|
)
|
||||
Effect of currency exchange rate change
|
(193
|
)
|
(280
|
)
|
(164
|
)
|
||||
Increase (decrease) in cash and cash equivalents
|
124,749
|
|
(6,649
|
)
|
(55,500
|
)
|
||||
Balance of cash and cash equivalents at beginning of year
|
71,947
|
|
78,596
|
|
134,096
|
|
||||
Balance of cash and cash equivalents at end of year
|
$
|
196,696
|
|
$
|
71,947
|
|
$
|
78,596
|
|
|
|
|
|
|
|||||||
Supplemental cash flow information:
|
|
|
|
|||||||
Cash paid for taxes, net of refunds
|
$
|
38,707
|
|
$
|
—
|
|
$
|
—
|
|
|
Cash paid for interest
|
$
|
2,995
|
|
$
|
—
|
|
$
|
—
|
|
GANNETT CO., INC.
CONSOLIDATED AND COMBINED STATEMENTS OF EQUITY
|
||||||||||||||||||
|
|
|
||||||||||||||||
In thousands of dollars
|
Common
stock
$0.01 par
value
|
Additional
paid-in
capital
|
Retained
earnings
|
Accumulated
other
comprehensive
(loss) income
|
Former parent’s investment, net
|
Total
|
||||||||||||
Balance: Dec. 30, 2012
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
(625,073
|
)
|
$
|
1,717,343
|
|
$
|
1,092,270
|
|
Net income, 2013
|
—
|
|
—
|
|
—
|
|
—
|
|
274,461
|
|
274,461
|
|
||||||
Other comprehensive income, net of tax
|
—
|
|
—
|
|
—
|
|
183,092
|
|
—
|
|
183,092
|
|
||||||
Total comprehensive income
|
|
|
|
|
|
457,553
|
|
|||||||||||
Transactions with our former parent, net
|
—
|
|
—
|
|
—
|
|
—
|
|
(284,602
|
)
|
(284,602
|
)
|
||||||
Balance: Dec. 29, 2013
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
(441,981
|
)
|
$
|
1,707,202
|
|
$
|
1,265,221
|
|
Net income, 2014
|
—
|
|
—
|
|
—
|
|
—
|
|
210,705
|
|
210,705
|
|
||||||
Other comprehensive loss, net of tax
|
—
|
|
—
|
|
—
|
|
(236,131
|
)
|
—
|
|
(236,131
|
)
|
||||||
Total comprehensive loss
|
|
|
|
|
|
(25,426
|
)
|
|||||||||||
Transactions with our former parent, net
|
—
|
|
—
|
|
—
|
|
—
|
|
(302,323
|
)
|
(302,323
|
)
|
||||||
Balance: Dec. 28, 2014
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
(678,112
|
)
|
$
|
1,615,584
|
|
$
|
937,472
|
|
Net income, 2015
|
—
|
|
—
|
|
59,517
|
|
—
|
|
86,574
|
|
146,091
|
|
||||||
Other comprehensive income, net of tax
|
—
|
|
—
|
|
—
|
|
4,688
|
|
—
|
|
4,688
|
|
||||||
Total comprehensive income
|
|
|
|
|
|
150,779
|
|
|||||||||||
Dividends declared, 2015: $0.32 per share
|
—
|
|
—
|
|
(36,964
|
)
|
—
|
|
—
|
|
(36,964
|
)
|
||||||
Issuance of common shares
|
1,150
|
|
(1,150
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||
Stock options exercised
|
6
|
|
4,987
|
|
—
|
|
—
|
|
—
|
|
4,993
|
|
||||||
Restricted stock awards settled
|
—
|
|
(293
|
)
|
—
|
|
—
|
|
—
|
|
(293
|
)
|
||||||
Stock-based compensation
|
—
|
|
21,742
|
|
—
|
|
—
|
|
—
|
|
21,742
|
|
||||||
Tax benefit derived from stock awards settled
|
—
|
|
1,622
|
|
—
|
|
—
|
|
—
|
|
1,622
|
|
||||||
Transactions with former parent
|
—
|
|
55,402
|
|
—
|
|
—
|
|
(68,646
|
)
|
(13,244
|
)
|
||||||
Transfer of former parent's investment, net
|
—
|
|
1,625,878
|
|
—
|
|
—
|
|
(1,633,512
|
)
|
(7,634
|
)
|
||||||
Other activity
|
—
|
|
103
|
|
—
|
|
—
|
|
—
|
|
103
|
|
||||||
Balance: Dec. 27, 2015
|
$
|
1,156
|
|
$
|
1,708,291
|
|
$
|
22,553
|
|
$
|
(673,424
|
)
|
$
|
—
|
|
$
|
1,058,576
|
|
In thousands of dollars
|
Dec. 27, 2015
|
Dec. 28, 2014
|
||||
Land
|
$
|
84,059
|
|
$
|
92,470
|
|
Buildings and Improvements
|
752,849
|
|
775,078
|
|
||
Machinery, equipment and fixtures
|
1,687,875
|
|
1,712,028
|
|
||
Construction in progress
|
17,786
|
|
10,583
|
|
||
Total
|
2,542,569
|
|
2,590,159
|
|
||
Accumulated depreciation
|
(1,645,984
|
)
|
(1,655,676
|
)
|
||
Net property, plant and equipment
|
$
|
896,585
|
|
$
|
934,483
|
|
In thousands of dollars
|
Dec. 27, 2015
|
Dec. 28, 2014
|
||||
Compensation
|
$
|
115,602
|
|
$
|
77,606
|
|
Taxes
|
23,644
|
|
26,195
|
|
||
Other
|
108,775
|
|
89,096
|
|
||
Total accrued liabilities
|
248,021
|
|
192,897
|
|
||
Accounts payable
|
145,005
|
|
125,888
|
|
||
Total accrued liabilities and accounts payable
|
$
|
393,026
|
|
$
|
318,785
|
|
•
|
Publishing revenues also include circulation revenues for newspapers, both print and digital, purchased by readers or distributors, reduced by the amount of any discounts taken.
|
•
|
Advertising revenues are recognized, net of agency commissions, in the period when advertising is printed or placed on digital platforms.
|
•
|
Marketing services revenues are generally recognized when advertisements or services are delivered.
|
•
|
Online subscriptions are recognized over the subscription period.
|
•
|
Commercial printing revenues are recognized when the product is delivered to the customer.
|
•
|
Circulation revenues are recognized when purchased newspapers are distributed or made available on our digital platforms.
|
In thousands of dollars
|
Dec. 27, 2015
|
||
Accrued capital expenditures
|
$
|
3,251
|
|
Dividends payable
|
$
|
18,501
|
|
Parent, net investment activity subsequent to separation
|
$
|
31,762
|
|
Fair value of noncontrolling equity interests in TNP and CNP
|
$
|
60,954
|
|
Pre-acquisition carrying value of TNP
|
$
|
39,155
|
|
In thousands of dollars
|
|
||
Current assets
|
$
|
12,310
|
|
Plant, property 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 of dollars
|
|
||
Balance at Dec. 28, 2014
|
$
|
—
|
|
Payments
|
(4,464
|
)
|
|
Expense
|
7,801
|
|
|
Balance at Dec. 27, 2015
|
$
|
3,337
|
|
In thousands of dollars
|
|
||
Balance at Dec. 28, 2014
|
$
|
—
|
|
Payments
|
(6,127
|
)
|
|
Expense
|
34,280
|
|
|
Adjustments
|
240
|
|
|
Balance at Dec. 27, 2015
|
$
|
28,393
|
|
In thousands of dollars
|
|
||
Balance at Dec. 29, 2013
|
$
|
14,886
|
|
Payments
|
(21,289
|
)
|
|
Expense
|
13,074
|
|
|
Balance at Dec. 28, 2014
|
$
|
6,671
|
|
Payments
|
(19,679
|
)
|
|
Expense
|
22,826
|
|
|
Balance at Dec. 27, 2015
|
$
|
9,818
|
|
In thousands of dollars
|
|
||
Balance at Dec. 29, 2013
|
$
|
5,824
|
|
Payments
|
(7,696
|
)
|
|
Expense
|
6,723
|
|
|
Balance at Dec. 28, 2014
|
$
|
4,851
|
|
Payments
|
(8,175
|
)
|
|
Expense
|
7,359
|
|
|
Balance at Dec. 27, 2015
|
$
|
4,035
|
|
In thousands of dollars
|
|||||||||
|
Gross
|
Accumulated
Amortization
|
Net
|
||||||
Dec. 27, 2015
|
|
|
|
||||||
Goodwill
|
$
|
575,685
|
|
$
|
—
|
|
$
|
575,685
|
|
Indefinite-lived intangibles:
|
|
|
|
||||||
Mastheads and trade names
|
31,521
|
|
—
|
|
31,521
|
|
|||
Amortizable intangible assets:
|
|
|
|
||||||
Customer relationships
|
68,005
|
|
(39,813
|
)
|
28,192
|
|
|||
Other
|
11,478
|
|
(11,478
|
)
|
—
|
|
|||
Total
|
$
|
686,689
|
|
$
|
(51,291
|
)
|
$
|
635,398
|
|
Dec. 28, 2014
|
|
|
|
||||||
Goodwill
|
$
|
544,345
|
|
$
|
—
|
|
$
|
544,345
|
|
Indefinite-lived intangibles:
|
|
|
|
||||||
Mastheads and trade names
|
13,469
|
|
—
|
|
13,469
|
|
|||
Amortizable intangible assets:
|
|
|
|
||||||
Customer relationships
|
173,822
|
|
(140,720
|
)
|
33,102
|
|
|||
Other
|
14,279
|
|
(10,735
|
)
|
3,544
|
|
|||
Total
|
$
|
745,915
|
|
$
|
(151,455
|
)
|
$
|
594,460
|
|
In thousands of dollars
|
|||
Balance at Dec. 29, 2013:
|
|
||
Goodwill
|
$
|
7,501,584
|
|
Accumulated impairment losses
|
(6,946,105
|
)
|
|
Net balance at Dec. 29, 2013
|
$
|
555,479
|
|
Activity during the year:
|
|
||
Acquisitions & adjustments
|
2
|
|
|
Foreign currency exchange rate changes
|
(11,136
|
)
|
|
Total
|
$
|
(11,134
|
)
|
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 year:
|
|
||
Acquisitions & adjustments
|
39,484
|
|
|
Foreign currency exchange rate changes
|
(8,144
|
)
|
|
Total
|
$
|
31,340
|
|
Balance at Dec. 27, 2015:
|
|
||
Goodwill
|
7,297,752
|
|
|
Accumulated impairment losses
|
(6,722,067
|
)
|
|
Net balance at Dec. 27, 2015
|
$
|
575,685
|
|
|
% Owned
Dec. 27, 2015
|
Ponderay Newsprint Company
|
13.50%
|
Homefinder.com
|
33.33%
|
Timerazor
|
7.09%
|
TNI Partners
|
50.00%
|
In thousands of dollars
|
|||||||||
|
2015
|
2014
|
2013
|
||||||
Service cost—benefits earned during the period
|
$
|
7,993
|
|
$
|
4,498
|
|
$
|
6,487
|
|
Interest cost on benefit obligation
|
131,149
|
|
145,433
|
|
131,270
|
|
|||
Expected return on plan assets
|
(196,774
|
)
|
(206,164
|
)
|
(188,462
|
)
|
|||
Amortization of prior service costs
|
6,893
|
|
6,967
|
|
6,967
|
|
|||
Amortization of actuarial loss
|
56,722
|
|
41,728
|
|
56,813
|
|
|||
Pension cost (benefit) for our plans and our allocated portions of former parent-sponsored retirement plans
|
5,983
|
|
(7,538
|
)
|
13,075
|
|
|||
Settlement charge
|
1,254
|
|
—
|
|
1,721
|
|
|||
Expense (credit) for retirement plans
|
$
|
7,237
|
|
$
|
(7,538
|
)
|
$
|
14,796
|
|
In thousands of dollars
|
||||||
|
Dec. 27, 2015
|
Dec. 28, 2014
|
||||
Change in benefit obligations
|
|
|
||||
Benefit obligations at beginning of year
|
$
|
3,433,581
|
|
$
|
3,170,182
|
|
Service cost
|
7,993
|
|
4,498
|
|
||
Interest cost
|
131,149
|
|
145,433
|
|
||
Plan participants’ contributions
|
8
|
|
4
|
|
||
Actuarial (gain) loss
|
(106,778
|
)
|
370,700
|
|
||
Foreign currency translation
|
(40,679
|
)
|
(57,779
|
)
|
||
Gross benefits paid
|
(218,998
|
)
|
(199,457
|
)
|
||
Acquisitions
|
26,308
|
|
—
|
|
||
Settlements
|
(4,354
|
)
|
—
|
|
||
Transfer from separation
|
(43,435
|
)
|
—
|
|
||
Benefit obligations at end of year
|
$
|
3,184,795
|
|
$
|
3,433,581
|
|
Change in plan assets
|
|
|
||||
Fair value of plan assets at beginning of year
|
$
|
2,654,889
|
|
$
|
2,668,093
|
|
Transfers
|
1,006
|
|
—
|
|
||
Actual return on plan assets
|
38,853
|
|
154,462
|
|
||
Plan participants’ contributions
|
8
|
|
4
|
|
||
Employer contributions
|
128,179
|
|
74,442
|
|
||
Gross benefits paid
|
(218,998
|
)
|
(199,457
|
)
|
||
Acquisitions
|
26,179
|
|
—
|
|
||
Settlements
|
(4,354
|
)
|
—
|
|
||
Foreign currency translation
|
(30,411
|
)
|
(42,655
|
)
|
||
Transfer from separation
|
(36,724
|
)
|
—
|
|
||
Fair value of plan assets at end of year
|
$
|
2,558,627
|
|
$
|
2,654,889
|
|
Funded status at end of year
|
$
|
(626,168
|
)
|
$
|
(778,692
|
)
|
Amounts recognized in Consolidated and Combined Balance Sheets
|
||||||
Noncurrent assets
|
$
|
2,166
|
|
$
|
—
|
|
Accrued benefit cost—current
|
$
|
(15,891
|
)
|
$
|
(8,651
|
)
|
Accrued benefit cost—noncurrent
|
$
|
(612,443
|
)
|
$
|
(770,041
|
)
|
In thousands of dollars
|
|
|
||||
|
Dec. 27, 2015
|
Dec. 28, 2014
|
||||
Accumulated benefit obligation
|
$
|
3,179,094
|
|
$
|
3,420,669
|
|
Fair value of plan assets
|
$
|
2,558,627
|
|
$
|
2,654,889
|
|
In thousands of dollars
|
|
|
||||
|
Dec. 27, 2015
|
Dec. 28, 2014
|
||||
Projected benefit obligation
|
$
|
3,184,795
|
|
$
|
3,433,581
|
|
Fair value of plan assets
|
$
|
2,558,627
|
|
$
|
2,654,889
|
|
In thousands of dollars
|
|
|
||||
|
Dec. 27, 2015
|
Dec. 28, 2014
|
||||
Net actuarial losses
|
$
|
(1,613,939
|
)
|
$
|
(1,663,647
|
)
|
Prior service cost
|
(35,451
|
)
|
(43,257
|
)
|
||
Amounts in accumulated other comprehensive loss
|
$
|
(1,649,390
|
)
|
$
|
(1,706,904
|
)
|
In thousands of dollars
|
|||
|
2015
|
||
Current year actuarial loss
|
$
|
(50,137
|
)
|
Actuarial gain due to settlement
|
1,254
|
|
|
Amortization of actuarial loss
|
56,722
|
|
|
Amortization of prior service costs
|
6,893
|
|
|
Foreign currency gain
|
18,598
|
|
|
Transfer from separation
|
24,180
|
|
|
Total
|
$
|
57,510
|
|
|
2015
|
2014
|
2013
|
Discount rate
|
4.17%
|
4.74%
|
4.10%
|
Expected return on plan assets
|
7.63%
|
7.91%
|
7.93%
|
Rate of compensation increase
|
2.95%
|
2.96%
|
2.96%
|
|
Dec. 27, 2015
|
Dec. 28, 2014
|
Discount rate
|
4.24%
|
3.94%
|
Rate of compensation increase
|
2.96%
|
2.96%
|
•
|
We play no part in the management of plan investments or any other aspect of plan administration.
|
•
|
Assets contributed to the multi-employer plan by one employer may be used to provide benefits to employees of other participating employers.
|
•
|
If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers.
|
•
|
If we choose to stop participating in some of our multi-employer plans, we may be required to pay those plans an amount based on the unfunded status of the plan, referred to as withdrawal liability.
|
In thousands of dollars
|
|||||||||
|
2015
|
2014
|
2013
|
||||||
Service cost – benefits earned during the period
|
$
|
301
|
|
$
|
365
|
|
$
|
523
|
|
Interest cost on net benefit obligation
|
4,019
|
|
4,610
|
|
5,526
|
|
|||
Amortization of prior service credit
|
(9,615
|
)
|
(11,421
|
)
|
(9,006
|
)
|
|||
Amortization of actuarial loss
|
1,426
|
|
718
|
|
1,127
|
|
|||
Net periodic postretirement benefit credit
|
$
|
(3,869
|
)
|
$
|
(5,728
|
)
|
$
|
(1,830
|
)
|
In thousands of dollars
|
|
|
||||
|
Dec. 27, 2015
|
Dec. 28, 2014
|
||||
Net actuarial losses
|
$
|
(12,611
|
)
|
$
|
(12,044
|
)
|
Prior service credit
|
29,515
|
|
41,454
|
|
||
Amounts in accumulated other comprehensive loss
|
$
|
16,904
|
|
$
|
29,410
|
|
In thousands of dollars
|
|||
|
2015
|
||
Current year actuarial loss
|
$
|
(4,005
|
)
|
Amortization of actuarial loss
|
1,426
|
|
|
Amortization of prior service credit
|
(9,615
|
)
|
|
Other adjustments
|
(311
|
)
|
|
Total
|
$
|
(12,505
|
)
|
|
2015
|
2014
|
2013
|
|||
Discount rate
|
4.11
|
%
|
4.50
|
%
|
3.80
|
%
|
Health care cost trend rate assumed for next year
|
6.18
|
%
|
6.26
|
%
|
7.17
|
%
|
Ultimate trend rate
|
5.00
|
%
|
5.00
|
%
|
5.00
|
%
|
Year that ultimate trend rate is reached
|
2018
|
|
2018
|
|
2017
|
|
|
Dec. 27, 2015
|
Dec. 28, 2014
|
||
Discount rate
|
4.35
|
%
|
4.00
|
%
|
Health care cost trend rate assumed for
next year
|
6.18
|
%
|
6.26
|
%
|
Ultimate trend rate
|
5.00
|
%
|
5.00
|
%
|
Year that ultimate trend rate is reached
|
2018
|
|
2018
|
|
In thousands of dollars
|
Benefit
Payments
|
||
2016
|
$
|
9,914
|
|
2017
|
$
|
8,877
|
|
2018
|
$
|
8,720
|
|
2019
|
$
|
8,136
|
|
2020
|
$
|
7,415
|
|
2021-2025
|
$
|
31,302
|
|
In thousands of dollars
|
|||||||||
2015
|
Current
|
Deferred
|
Total
|
||||||
Federal
|
$
|
(5,383
|
)
|
$
|
36,489
|
|
$
|
31,106
|
|
State and other
|
(560
|
)
|
4,046
|
|
3,486
|
|
|||
Foreign
|
6,447
|
|
6,845
|
|
13,292
|
|
|||
Total
|
$
|
504
|
|
$
|
47,380
|
|
$
|
47,884
|
|
|
2015
|
2014
|
2013
|
|||
U.S. statutory tax rate
|
35.0
|
%
|
35.0
|
%
|
35.0
|
%
|
Increase (decrease) in taxes resulting from:
|
|
|
|
|||
State/other income taxes net of federal income tax
|
2.4
|
|
2.5
|
|
2.6
|
|
Statutory rate differential and permanent differences in earnings in foreign jurisdictions
|
(6.3
|
)
|
(13.4
|
)
|
(11.0
|
)
|
Impact of rate change in foreign tax jurisdiction
|
1.9
|
|
—
|
|
—
|
|
Valuation allowance
|
—
|
|
4.4
|
|
2.9
|
|
Lapse of statutes of limitations net of federal income tax
|
(1.1
|
)
|
(0.9
|
)
|
(8.6
|
)
|
Impact of accounting method change
|
(3.4
|
)
|
—
|
|
—
|
|
Domestic manufacturing deduction
|
(1.4
|
)
|
(1.9
|
)
|
(1.1
|
)
|
Other, net
|
(2.4
|
)
|
(1.4
|
)
|
0.8
|
|
Effective tax rate
|
24.7
|
%
|
24.3
|
%
|
20.6
|
%
|
In thousands of dollars
|
||||||
|
Dec. 27, 2015
|
Dec. 28, 2014
|
||||
Change in unrecognized tax benefits
|
|
|
||||
Balance at beginning of year
|
$
|
10,919
|
|
$
|
13,875
|
|
Additions based on tax positions related to the current year
|
2,021
|
|
1,768
|
|
||
Additions for tax positions of prior years
|
6,713
|
|
545
|
|
||
Reductions for tax positions of prior years
|
—
|
|
(2,398
|
)
|
||
Settlements
|
—
|
|
(36
|
)
|
||
Reductions due to lapse of statutes of limitations
|
(2,621
|
)
|
(2,835
|
)
|
||
Balance at end of year
|
$
|
17,032
|
|
$
|
10,919
|
|
|
2015
|
2014
|
2013
|
||||||
Net income
|
$
|
146,091
|
|
$
|
210,705
|
|
$
|
274,461
|
|
Weighted average number of common shares outstanding (basic)
|
115,165
|
|
114,959
|
|
114,959
|
|
|||
Effect of dilutive securities
|
|
|
|
||||||
Restricted stock units
|
728
|
|
—
|
|
—
|
|
|||
Performance shares
|
582
|
|
—
|
|
—
|
|
|||
Stock options
|
220
|
|
—
|
|
—
|
|
|||
Weighted average number of common shares outstanding (diluted)
|
116,695
|
|
114,959
|
|
114,959
|
|
|||
Earnings per share (basic)
|
$
|
1.27
|
|
$
|
1.83
|
|
$
|
2.39
|
|
Earnings per share (diluted)
|
$
|
1.25
|
|
$
|
1.83
|
|
$
|
2.39
|
|
In thousands
|
|||||||||
|
2015
|
2014
|
2013
|
||||||
Restricted stock and RSUs
|
$
|
12,235
|
|
$
|
9,150
|
|
$
|
10,040
|
|
Performance shares
|
9,478
|
|
7,333
|
|
4,931
|
|
|||
Stock options
|
29
|
|
616
|
|
1,230
|
|
|||
Total stock-based compensation
|
$
|
21,742
|
|
$
|
17,099
|
|
$
|
16,201
|
|
2015 Performance Shares Activity
|
Target number of shares
|
Weighted average fair value
|
|||
Outstanding and unvested at June 29, 2015
|
926,138
|
|
$
|
15.48
|
|
Vested
|
(31,158
|
)
|
15.51
|
|
|
Canceled
|
(101,306
|
)
|
15.21
|
|
|
Outstanding and unvested at Dec. 27, 2015
|
793,674
|
|
$
|
15.52
|
|
2015 Stock Option Activity
|
Shares
|
Weighted
average
exercise
price
|
Weighted
average
remaining
contractual
term
(in years)
|
Aggregate
intrinsic
value
|
|||||
Outstanding at
June 29, 2015
|
1,078,289
|
|
$
|
6.80
|
|
2.5
|
$
|
7,901,831
|
|
Exercised
|
(662,304
|
)
|
7.53
|
|
|
|
|||
Canceled
|
(4,102
|
)
|
12.61
|
|
|
|
|||
Outstanding and exercisable at
Dec. 27, 2015
|
411,883
|
|
$
|
5.58
|
|
2.6
|
$
|
4,378,900
|
|
In thousands of dollars
|
|||||||||
2015
|
Retirement Plans
|
Foreign Currency Translation
|
Total
|
||||||
Balance at beginning of year
|
$
|
(1,082,312
|
)
|
$
|
404,200
|
|
$
|
(678,112
|
)
|
Other comprehensive loss before reclassifications
|
(12,010
|
)
|
(19,390
|
)
|
(31,400
|
)
|
|||
Amounts reclassified from accumulated other comprehensive loss
|
36,088
|
|
—
|
|
36,088
|
|
|||
Balance at end of year
|
$
|
(1,058,234
|
)
|
$
|
384,810
|
|
$
|
(673,424
|
)
|
In thousands of dollars
|
|||||||||
2014
|
Retirement Plans
|
Foreign Currency Translation
|
Total
|
||||||
Balance at beginning of year
|
$
|
(873,595
|
)
|
$
|
431,614
|
|
$
|
(441,981
|
)
|
Other comprehensive loss before reclassifications
|
(232,740
|
)
|
(27,414
|
)
|
(260,154
|
)
|
|||
Amounts reclassified from accumulated other comprehensive loss
|
24,023
|
|
—
|
|
24,023
|
|
|||
Balance at end of year
|
$
|
(1,082,312
|
)
|
$
|
404,200
|
|
$
|
(678,112
|
)
|
In thousands of dollars
|
|||||||||
2013
|
Retirement Plans
|
Foreign Currency Translation
|
Total
|
||||||
Balance at beginning of year
|
$
|
(1,049,171
|
)
|
$
|
424,098
|
|
$
|
(625,073
|
)
|
Other comprehensive income before reclassifications
|
139,670
|
|
7,516
|
|
147,186
|
|
|||
Amounts reclassified from accumulated other comprehensive loss
|
35,906
|
|
—
|
|
35,906
|
|
|||
Balance at end of year
|
$
|
(873,595
|
)
|
$
|
431,614
|
|
$
|
(441,981
|
)
|
In thousands of dollars
|
||||||
|
2015
|
2014
|
||||
Amortization of prior service credit
|
$
|
(2,722
|
)
|
$
|
(4,454
|
)
|
Amortization of actuarial loss
|
58,148
|
|
42,446
|
|
||
Total reclassifications, before tax
|
55,426
|
|
37,992
|
|
||
Income tax effect
|
(19,338
|
)
|
(13,969
|
)
|
||
Total reclassifications, net of tax
|
$
|
36,088
|
|
$
|
24,023
|
|
(a)
|
We use a Dec. 31 measurement date for our retirement plans.
|
(a)
|
We use a Dec. 31 measurement date for our retirement plans.
|
(b)
|
We corrected a classification of
$9.8 million
dollars of real estate that had previously been classified as a partnership/joint venture. This reclassification is not material as the changes do not impact the 2014 financial statements nor the total plan assets previously reported, rather just the presentation of the components of the total plan assets in the table above.
|
Pension Plan Assets/Liabilities
|
|
|
|
|
|
|
|
||||||||||||||
In thousands of dollars
|
|
|
|
|
|
|
|
||||||||||||||
For the year ended Dec. 27, 2015
|
|
|
|
|
|
|
|
||||||||||||||
|
|
Actual Return on Plan Assets
|
|
|
|
|
|||||||||||||||
|
Balance at
beginning
of year
|
Relating to assets still held at report date
|
Relating to assets sold during the period
|
Purchases,
sales, and
settlements
|
Transfer from parent
|
Transfers in
and/or out
of Level 3
(1)
|
Balance at
end of year
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||||||||
Fixed income:
|
|
|
|
|
|
|
|
||||||||||||||
Mortgage-backed securities
|
$
|
89
|
|
$
|
—
|
|
$
|
1
|
|
$
|
(90
|
)
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Corporate bonds
|
357
|
|
—
|
|
(8
|
)
|
(349
|
)
|
|
|
—
|
|
—
|
|
|||||||
Real estate
|
118,936
|
|
4,346
|
|
—
|
|
2,765
|
|
2
|
|
—
|
|
126,049
|
|
|||||||
Partnership/joint venture interests
|
128,314
|
|
(4,937
|
)
|
17,213
|
|
(30,947
|
)
|
(5,392
|
)
|
—
|
|
104,251
|
|
|||||||
Hedge funds
|
314,084
|
|
2,028
|
|
565
|
|
(2,788
|
)
|
(3,299
|
)
|
—
|
|
310,590
|
|
|||||||
Derivative contracts
|
116
|
|
(79
|
)
|
—
|
|
—
|
|
3
|
|
—
|
|
40
|
|
|||||||
Total
|
$
|
561,896
|
|
$
|
1,358
|
|
$
|
17,771
|
|
$
|
(31,409
|
)
|
$
|
(8,686
|
)
|
$
|
—
|
|
$
|
540,930
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||||||||
Derivative liabilities
|
$
|
(1,877
|
)
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
(131
|
)
|
$
|
—
|
|
$
|
(2,008
|
)
|
(1)
|
Our policy is to recognize transfers in and transfers out as of the beginning of the reporting period.
|
(1)
|
Our policy is to recognize transfers in and transfers out as of the beginning of the reporting period.
|
(2)
|
As stated above, we corrected a classification of
$9.8 million
dollars of real estate that had previously been classified as a partnership/joint venture. This resulted in an increase of
$1.1 million
dollars in return on plan assets still held at report date for real estate and a decrease of the same amount for partnerships/joint ventures. This reclassification is not material as the changes do not impact the 2014 financial statements nor the total plan assets previously reported, rather just the presentation of the components of the total plan assets in the table above.
|
Non-Financial Assets
|
||||||||||||
In thousands of dollars
|
||||||||||||
Fair value measurement as of Dec. 28, 2014
|
||||||||||||
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||
Asset held for sale - Quarter 4
|
$
|
—
|
|
$
|
—
|
|
$
|
18,434
|
|
$
|
18,434
|
|
In thousands of dollars
|
|
|
||||||||||
|
|
2015
(a)
|
|
2014
|
|
2013
|
||||||
Corporate allocations
(b)
|
|
$
|
25,832
|
|
|
$
|
60,628
|
|
|
$
|
65,718
|
|
Occupancy
(c)
|
|
2,884
|
|
|
5,642
|
|
|
6,678
|
|
|||
Depreciation
(d)
|
|
4,067
|
|
|
7,960
|
|
|
9,275
|
|
|||
Other support costs
(e)
|
|
6,249
|
|
|
15,743
|
|
|
19,019
|
|
|||
Cost recoveries
(f)
|
|
(6,055
|
)
|
|
(9,501
|
)
|
|
(4,643
|
)
|
|||
Total
|
|
$
|
32,977
|
|
|
$
|
80,472
|
|
|
$
|
96,047
|
|
(a)
|
Costs were allocated from our former parent to us up to the spin date. No costs were allocated to us by our former parent after the spin-off.
|
(b)
|
The corporate allocations related to support we received from our former parent and its affiliates for certain corporate activities include: (i) corporate general and administrative expenses, (ii) marketing services, (iii) investor relations, (iv) legal, (v) human resources, (vi) internal audit, (vii) financial reporting, (viii) tax, (ix) treasury, (x) information technology, (xi) production services, (xii) travel services and (xiii) other former parent corporate and infrastructure costs. For these services, we recorded an allocation of a management fee based on actual costs incurred by our former parent and its affiliates. This was allocated to us based upon our revenue as a percentage of total former parent revenue in each fiscal period.
|
(c)
|
Occupancy costs relate to certain facilities owned and/or leased by our former parent and its affiliates that were utilized by our employees and principally relate to shared corporate office space. These costs were charged to us primarily based on actual square footage utilized or our revenue as a percentage of total former parent revenue in each fiscal period. Occupancy costs include facility rent, repairs and maintenance, security and other occupancy related costs incurred to manage the properties.
|
(d)
|
Depreciation expense was allocated by former parent and its affiliates for certain assets. These assets primarily relate to facilities and IT equipment that are utilized by former parent and us to operate our businesses. These assets have not been included in our Combined Balance Sheets. Depreciation expense was allocated primarily based on our revenue as a percentage of total former parent revenue or our utilization of these assets.
|
(e)
|
Other support costs related to charges to us from former parent and its affiliates include certain insurance costs and our allocated portions of share-based compensation costs and net periodic pension costs relating to the Gannett Supplemental Retirement Plan for employees of our former parent. Such costs were allocated based on actual costs incurred or our revenue as a percentage of total former parent revenue.
|
(f)
|
Cost recoveries reflect costs recovered from our former parent and our former parent’s affiliates for functions provided by us such as functions that serve our former parent’s digital and broadcasting platforms for content optimization and financial transaction processing at shared service centers. Such costs were primarily allocated based on our revenue as a percentage of total former parent revenue or based upon transactional volume in each fiscal year.
|
In thousands of dollars, except per share amounts
|
|
|
|
|
|
||||||||||
|
2015
|
2014
|
2013
|
2012
|
2011
|
||||||||||
|
|
|
|
|
(Unaudited)
|
||||||||||
Total operating revenue
|
$
|
2,885,012
|
|
$
|
3,171,878
|
|
$
|
3,324,939
|
|
$
|
3,470,007
|
|
$
|
3,569,312
|
|
Operating income
|
$
|
169,431
|
|
$
|
262,331
|
|
$
|
325,073
|
|
$
|
331,413
|
|
$
|
437,998
|
|
Net income
|
$
|
146,091
|
|
$
|
210,705
|
|
$
|
274,461
|
|
$
|
277,230
|
|
$
|
333,506
|
|
Net income per share - basic
|
$
|
1.27
|
|
$
|
1.83
|
|
$
|
2.39
|
|
$
|
2.41
|
|
$
|
2.90
|
|
Net income per share - diluted
|
$
|
1.25
|
|
$
|
1.83
|
|
$
|
2.39
|
|
$
|
2.41
|
|
$
|
2.90
|
|
Other selected financial data
|
|
|
|
|
|
||||||||||
Dividends declared per share
|
$
|
0.32
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Weighted average number of common shares outstanding
in thousands:
|
|
|
|
|
|
||||||||||
basic
|
115,165
|
|
114,959
|
|
114,959
|
|
114,959
|
|
114,959
|
|
|||||
diluted
|
116,695
|
|
114,959
|
|
114,959
|
|
114,959
|
|
114,959
|
|
|||||
Financial position and cash flow
|
|
|
|
|
|
|
|||||||||
Cash and cash equivalents
|
$
|
196,696
|
|
$
|
71,947
|
|
$
|
78,596
|
|
$
|
134,096
|
|
$
|
106,753
|
|
Total assets
|
$
|
2,427,799
|
|
$
|
2,384,460
|
|
$
|
2,494,736
|
|
$
|
2,839,691
|
|
$
|
2,910,041
|
|
Year
|
Name
|
Location
|
Publication times or business
|
2011
|
Reviewed.com
|
Cambridge, MA
|
A technology product review web site
|
|
US PRESSWIRE
|
Atlanta, GA
|
A digital sports photography business
|
|
MMA Junkie
|
St. Petersburg, FL
|
Independent sports information web site
|
2012
|
Fantasy Sports Ventures/Big Lead Sports
|
New York, NY
|
Independent digital sports property
|
|
Quickish
|
Bethesda, MD
|
Aggregator that offers a summary and a link for sports stories
|
2013
|
10Best, Inc.
|
Greenville, SC
|
Travel advice services for travelers in the U.S. and internationally
|
|
Tripology
|
McLean, VA
|
Offers an interactive travel referral service
|
2015
|
Texas-New Mexico Newspapers Partnership
|
Texas, New Mexico, Pennsylvania
|
Media company publishing daily and weekly newspapers
|
|
Romanes Media Group
|
Scotland, Berkshire, Northern Ireland
|
Media company publishing daily and weekly newspapers
|
Year
|
Name
|
Location
|
Publication times or business
|
2014
|
Schedule Star
|
Wheeling, WY
|
High school athletic management and scheduling software
|
QUARTERLY STATEMENTS OF INCOME (Unaudited)
|
|||||||||||||||
In thousands of dollars, except per share amounts
|
|||||||||||||||
Fiscal year ended Dec. 27, 2015
|
1st Quarter
|
2nd Quarter
|
3rd Quarter
|
4th Quarter
|
Total
|
||||||||||
Operating revenues
|
$
|
717,360
|
|
$
|
727,072
|
|
$
|
701,236
|
|
$
|
739,344
|
|
$
|
2,885,012
|
|
Operating income
|
$
|
29,811
|
|
$
|
48,994
|
|
$
|
52,113
|
|
$
|
38,513
|
|
$
|
169,431
|
|
Net income
|
$
|
33,247
|
|
$
|
53,327
|
|
$
|
39,166
|
|
$
|
20,351
|
|
$
|
146,091
|
|
Per share computations
|
|
|
|
|
|
||||||||||
Net income per share—basic
|
$
|
0.29
|
|
$
|
0.46
|
|
$
|
0.34
|
|
$
|
0.18
|
|
1.27
|
|
|
Net income per share—diluted
|
$
|
0.29
|
|
$
|
0.46
|
|
$
|
0.33
|
|
$
|
0.17
|
|
1.25
|
|
|
Dividends per share
|
$
|
—
|
|
$
|
—
|
|
$
|
0.16
|
|
$
|
0.16
|
|
$
|
0.32
|
|
Weighted average number of shares outstanding
|
|
|
|
|
|
||||||||||
basic
|
114,959
|
|
114,959
|
|
115,186
|
|
115,555
|
|
115,165
|
|
|||||
diluted
|
114,959
|
|
114,959
|
|
118,168
|
|
118,694
|
|
116,695
|
|
Fiscal year ended Dec. 28, 2014
|
1st Quarter
|
2nd Quarter
|
3rd Quarter
|
4th Quarter
|
Total
|
||||||||||
Operating revenues
|
$
|
789,133
|
|
$
|
796,522
|
|
$
|
767,291
|
|
$
|
818,932
|
|
$
|
3,171,878
|
|
Operating income
|
$
|
48,805
|
|
$
|
67,318
|
|
$
|
66,195
|
|
$
|
80,013
|
|
$
|
262,331
|
|
Net income
|
$
|
41,179
|
|
$
|
52,109
|
|
$
|
50,557
|
|
$
|
66,860
|
|
$
|
210,705
|
|
Per share computations
|
|
|
|
|
|
||||||||||
Net income per share—basic
|
$
|
0.36
|
|
$
|
0.45
|
|
$
|
0.44
|
|
$
|
0.58
|
|
$
|
1.83
|
|
Net income per share—diluted
|
$
|
0.36
|
|
$
|
0.45
|
|
$
|
0.44
|
|
$
|
0.58
|
|
$
|
1.83
|
|
Dividends per share
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Weighted average number of shares outstanding
|
|
|
|
|
|
||||||||||
basic
|
114,959
|
|
114,959
|
|
114,959
|
|
114,959
|
|
114,959
|
|
|||||
diluted
|
114,959
|
|
114,959
|
|
114,959
|
|
114,959
|
|
114,959
|
|
(a)
|
Financial Statements, Financial Statement Schedules and Exhibits.
|
Dated: February 25, 2016
|
GANNETT CO., INC. (Registrant)
|
||
|
|
|
|
|
By:
|
|
/s/ Alison K. Engel
|
|
|
|
Alison K. Engel,
|
|
|
|
Senior Vice President, Chief
|
|
|
|
Financial Officer and Treasurer(principal financial officer)
|
Dated: February 25, 2016
|
|
/s/ Robert J. Dickey
|
|
|
Robert J. Dickey
|
|
|
President and Chief Executive
|
|
|
Officer (principal executive officer)
|
Dated: February 25, 2016
|
|
/s/ Alison K. Engel
|
|
|
Alison K. Engel,
|
|
|
Senior Vice President, Chief
|
|
|
Financial Officer and Treasurer(principal financial officer)
|
Dated: February 25, 2016
|
|
/s/ Lori C. Locke
|
|
|
Lori C. Locke
|
|
|
Controller
|
|
|
(principal accounting officer)
|
Dated: February 25, 2016
|
/s/ John E. Cody
|
|
John E. Cody, Director
|
Dated: February 25, 2016
|
/s/ Stephen W. Coll
|
|
Stephen W. Coll, Director
|
Dated: February 25, 2016
|
/s/ Robert J. Dickey
|
|
Robert J. Dickey, Director
|
Dated: February 25, 2016
|
/s/ Donald E. Felsinger
|
|
Donald E. Felsinger, Director
|
Dated: February 25, 2016
|
/s/ Lila Ibrahim
|
|
Lila Ibrahim, Director
|
Dated: February 25, 2016
|
/s/ Lawrence S. Kramer
|
|
Lawrence S. Kramer, Director
|
Dated: February 25, 2016
|
/s/ John Jeffry Louis
|
|
John Jeffry Louis
|
|
Director, Chairman
|
Dated: February 25, 2016
|
/s/ Tony A. Prophet
|
|
Tony A. Prophet, Director
|
Dated: February 25, 2016
|
/s/ Debra A. Sandler
|
|
Debra A. Sandler, Director
|
Dated: February 25, 2016
|
/s/ Chloe R. Sladden
|
|
Chloe R. Sladden, Director
|
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.
|
|
|
|
|
|
2-2
|
|
Agreement and Plan of Merger among Gannett Co., Inc., Jupiter Merger Sub, Inc. and Journal Media Group, Inc. dated as of October 7, 2015.
|
|
Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed by the Company with the SEC on October 8, 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, effective February 23, 2016.
|
|
Incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed by the Company with the SEC on February 24, 2016.
|
|
|
|
|
|
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 U.S. 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
|
|
2015 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
|
|
2015 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
|
|
2015 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.
|
|
Incorporated by reference to Exhibit 10.24 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 27, 2015.
|
|
|
|
|
|
10-25
|
|
Form of Deed of Trust.
|
|
Incorporated by reference to Exhibit 10.25 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 27, 2015.
|
|
|
|
|
|
10-26
|
|
Schedule of Mortgages or Deeds of Trust Granted by Gannett Subsidiaries.
|
|
Incorporated by reference to Exhibit 10.26 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 27, 2015.
|
|
|
|
|
|
10-27
|
|
First Amendment to the Credit Agreement.
|
|
Attached.
|
|
|
|
|
|
10-28
|
|
Form of Director RSU Award Agreement.
|
|
Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed by the Company with the SEC on July 30, 2015.
|
|
|
|
|
|
10-29
|
|
Form of Executive Officer RSU Award Agreement.
|
|
Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed by the Company with the SEC on July 30, 2015.
|
|
|
|
|
|
10-30
|
|
2015 Change in Control Severance Plan.
|
|
Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed by the Company with the SEC on July 30, 2015.
|
|
|
|
|
|
10-31
|
|
Executive Severance Plan.
|
|
Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed by the Company with the SEC on July 30, 2015.
|
|
|
|
|
|
10-32
|
|
Form of Indemnification Agreement.
|
|
Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed by the Company with the SEC on December 14, 2015.
|
|
|
|
|
|
10-33
|
|
Gannett Co., Inc. Clawback Policy, effective December 9, 2015.
|
|
Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed by the Company with the SEC on December 14, 2015.
|
|
|
|
|
|
10-34
|
|
Form of Executive Officer Restricted Stock Unit Award Agreement.
|
|
Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed by the Company with the SEC on December 14, 2015.
|
|
|
|
|
|
10-35
|
|
Form of Executive Officer Performance Share Unit Award Agreement.
|
|
Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed by the Company with the SEC on December 14, 2015.
|
|
|
|
|
|
10-36
|
|
Employment Contract between Newsquest Media Group Limited and Henry Faure Walker.*
|
|
Attached.
|
|
|
|
|
|
10-37
|
|
Summary of Non-employee Director Compensation.*
|
|
Attached.
|
|
|
|
|
|
10-38
|
|
Form of RSU Award Agreement for U.K. Employees.
|
|
Attached.
|
|
|
|
|
|
10-39
|
|
Notification of the Termination of the TCP Effective December 2016.
|
|
Attached.
|
|
|
|
|
|
21.1
|
|
List of subsidiaries.
|
|
Attached.
|
|
|
|
|
|
23
|
|
Consent of Independent Registered Public Accounting Firm.
|
|
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. Annual Report on Form 10-K for the year ended December 27, 2015, formatted in XBRL includes: (i) Consolidated and Combined Balance Sheets at December 27, 2015 and December 28, 2014, (ii) Consolidated and Combined Statements of Income for the 2015, 2014 and 2013 fiscal years, (iii) Consolidated and Combined Statements of Comprehensive Income for the 2015, 2014 and 2013 fiscal years, (iv) Consolidated and Combined Cash Flow Statements for the 2015, 2014 and 2013 fiscal years; (v) Consolidated and Combined Statements of Equity for the 2015, 2014 and 2013 fiscal years; and (vi) the
Notes to Consolidated and Combined Financial Statements.
|
|
Attached.
|
|
|
|
|
|
*
|
Asterisks identify management contracts and compensatory plans or arrangements.
|
By:
/s/ Alison K. Engel
|
Name: Alison K. Engel Title: Senior Vice President, Chief Financial Officer and Treasurer |
1.
|
Interpretation.......................................................................................................1
|
2.
|
Term of appointment............................................................................................3
|
3.
|
Employee warranties............................................................................................3
|
4.
|
Duties...................................................................................................................3
|
5.
|
Place of work........................................................................................................5
|
6.
|
Hours of work.......................................................................................................5
|
7.
|
Salary...................................................................................................................5
|
8.
|
Expenses..............................................................................................................6
|
9.
|
Relocation expenses............................................................................................6
|
10.
|
Bonus...................................................................................................................7
|
11.
|
H
ealth insurance..................................................................................................8
|
12.
|
Directors' and officers' insurance..........................................................................8
|
13.
|
Car Allowance......................................................................................................8
|
14.
|
Holidays...............................................................................................................9
|
15.
|
Outside interests.................................................................................................10
|
16.
|
Incapacity...........................................................................................................10
|
17.
|
Other periods of absence.....................................................................................12
|
18.
|
Lay off and short time working............................................................................12
|
19.
|
Confidential information....................................................................................12
|
20.
|
Intellectual property...........................................................................................12
|
21.
|
Data Protection...................................................................................................13
|
22.
|
Notice and Garden Leave....................................................................................14
|
23.
|
Termination without notice.................................................................................15
|
24.
|
Obligations on termination................................................................................16
|
25.
|
Post termination restrictions...............................................................................16
|
26.
|
Disciplinary and grievance procedures...............................................................18
|
27.
|
Pensions.............................................................................................................18
|
28.
|
Collective agreements........................................................................................19
|
29.
|
Reconstruction and amalgamation.....................................................................19
|
30.
|
Notices...............................................................................................................19
|
31.
|
Entire agreement................................................................................................20
|
32.
|
Variation............................................................................................................20
|
33.
|
Counterparts......................................................................................................20
|
34.
|
Third party rights................................................................................................20
|
35.
|
Governing law and jurisdiction...........................................................................20
|
(1)
|
NEWSQUEST MEDIA GROUP LIMITED incorporated and registered in England and Wales with company number 1676637, whose registered office is at 58 Church Street, Weybridge, Surrey KT13 8DP (
Company
).
|
(2)
|
HENRY FAURE WALKER of The Dial House, 12 Middle Street, Elton, Cambridgeshire PE8 6RA (
Employee
).
|
1.
|
INTERPRETATION
|
1.1
|
The definitions and rules of interpretation in this clause 1 apply in this agreement.
|
1.2
|
The headings in this agreement are inserted for convenience only and shall not affect its construction.
|
1.3
|
A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
|
1.4
|
Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
|
1.5
|
Unless the context otherwise requires, words in the singular include the plural and in the plural include the singular.
|
2.
|
TERM OF APPOINTMENT
|
2.1
|
The Appointment shall commence on the Commencement Date and shall continue, subject to the remaining terms of this agreement, until terminated by either party giving
|
2.2
|
No employment with a previous employer counts towards the Employee's period of continuous employment with the Company.
|
2.3
|
The Employee consents to the transfer of his employment under this agreement to an Associated Employer at any time during the Appointment.
|
3.
|
EMPLOYEE WARRANTIES
|
3.1
|
The Employee represents and warrants to the Company that, by entering into this agreement or performing any of his obligations under it, he will not be in breach of any court order or any express or implied terms of any contract or other obligation binding on him and undertakes to indemnify the Company against any claims, costs, damages, liabilities or expenses which the Company may incur as a result if he is in breach of any such obligations.
|
3.2
|
The Employee warrants that he is entitled to work in the United Kingdom without any additional approvals and will notify the Company immediately if he ceases to be so entitled during the Appointment.
|
3.3
|
The Employee warrants that he is not subject to any restrictions which prevent him from holding office as a director.
|
4.
|
DUTIES
|
4.1
|
The Employee shall serve the Company as Chief Executive Officer or such other role as the Company considers appropriate.
|
4.2
|
During the Appointment the Employee shall:
|
(a)
|
act as a director of any Group Company and carry out duties on behalf of any Group Company;
|
(b)
|
comply with the articles of association (as amended from time to time) of any Group Company of which he is a director;
|
(c)
|
abide by any statutory, fiduciary or common-law duties to any Group Company of which he is a director;
|
(d)
|
not do anything that would cause him to be disqualified from acting as a director of any Group Company;
|
(e)
|
unless prevented by Incapacity, devote the whole of his time, attention and abilities to the business of the Group;
|
(f)
|
diligently exercise such powers and perform such duties as may from time to time be assigned to him by the Company, together with any person or persons as the Company may appoint to act jointly with him;
|
(g)
|
comply with all reasonable and lawful directions given to him by the Company;
|
(h)
|
promptly make such reports to the Board and the board of directors of Gannett Group in connection with the affairs of the Group on such matters and at such times as are reasonably required;
|
(i)
|
report his own wrongdoing and any wrongdoing or proposed wrongdoing of any other employee or director of any Group Company to the Board of the Company and to the Chief Executive of Gannett Group immediately on becoming aware of it;
|
(j)
|
use his best endeavours to promote, protect, develop and extend the business of the Company and all other Group Companies; and
|
4.3
|
The Employee shall comply with:
|
◦
|
the Company’s Anti-corruption and Bribery Policy;
|
▪
|
any IT and/or electronic communication systems policies that the Company may issue from time to time; and
|
▪
|
the Gannett Group’s Ethics Policy and Inside Trading Policy.
|
4.4
|
The Employee shall comply with all UK competition laws in force from time to time as they may affect the business of any Group Company. Any breach of this provision will be treated as a serious offence and may result in disciplinary action.
|
4.5
|
The Employee shall comply with any rules, policies and procedures set out in the Staff Handbook, a copy of which is available from the Group Human Resources Department. The Staff Handbook does not form part of this agreement and the Company may amend it at any time. To the extent that there is any conflict between the terms of this agreement and the Staff Handbook, this agreement shall prevail.
|
4.6
|
It is the responsibility of the Company to ensure as far as is reasonably practicable the health, safety and welfare of all employees while they are at work. The Employee has a corresponding duty to co operate with the Company at all times on all matters relating to the health, safety and welfare of himself, other members of staff and visitors. The Company’s health and safety policy is available on request from the Group Human Resources Department.
|
4.7
|
All documents, manuals, hardware and software provided for the Employee's use by the Company, and any data or documents (including copies) produced, maintained or stored on the Company's computer systems or other electronic equipment (including mobile phones), remain the property of the Company.
|
5.
|
PLACE OF WORK
|
5.1
|
The Employee's normal place of work is 58 Church Street, Weybridge, Surrey or such other place within the United Kingdom which the Company may reasonably require for the proper performance and exercise of his duties.
|
5.2
|
The Employee agrees to travel on any Group Company's business (both within the United Kingdom or abroad) as may be required for the proper performance of his duties under the Appointment.
|
5.3
|
During the Appointment the Employee shall not be required to work outside the United Kingdom for any continuous period of more than one month.
|
6.
|
HOURS OF WORK
|
6.1
|
The Employee's normal working hours shall be 09:00 to 17:30 on Mondays to Fridays and such additional hours as are necessary for the proper performance of his duties. The Employee acknowledges that he shall not receive further remuneration in respect of such additional hours. Normal hours of work may be changed in the future to meet business needs and the Employee will be notified in advance of such changes.
|
6.2
|
All hours worked will be governed by the Working Time Regulations 1998. However, the Employee agrees to exclude Regulation 4 of the Working Time Regulations 1998 (the right not to work more than 48 hours in any one week) provided that he may exercise his right under Regulation 5 by giving notice of not less than 12 weeks to the Company in writing specifying the date on which he shall reassert the right conferred by Regulation 4.
|
7.
|
SALARY
|
7.1
|
The Employee shall be paid a salary of £300,000 per annum (inclusive of any fees due to the Employee by any Group Company as an officer of any Group Company).
|
7.2
|
The Employee's salary shall accrue from day to day and be payable by credit transfer monthly in arrears on or about the 26
th
day of each month directly into the Employee's bank or building society. A payslip will be provided electronically on or before the pay date by email. The Company reserves the right to alter the date and frequency of payment and will notify the Employee of any such changes in writing.
|
7.3
|
The Employee's salary shall be reviewed by the Company annually. The Company is under no obligation to award an increase following a salary review. There will be no review of the salary after notice has been given by either party to terminate the Appointment.
|
7.4
|
The Company may deduct from the salary, or any other sums owed to the Employee, any money owed to any Group Company by the Employee, including without limitation any sum to which the Employee has previously consented in writing, any overpayments, advance or loans made to you, or losses suffered by any Group Company for which the Employee may be liable as a result of unlawful or negligent act or failure. This is an express written term for the purposes of section 13 of the Employment Rights Act 1996.
|
8.
|
EXPENSES
|
8.1
|
The Company shall reimburse (or procure the reimbursement of) all reasonable expenses wholly, properly and necessarily incurred by the Employee in the course of the Appointment, subject to production of VAT receipts or other appropriate evidence of payment.
|
8.2
|
The Employee shall abide by the Company's policies on expenses as set out in the Staff Handbook from time to time.
|
8.3
|
Any credit card supplied to the Employee by the Company shall be used only for expenses incurred by him in the course of the Appointment.
|
9.
|
RELOCATION EXPENSES
|
9.1
|
Subject to production of VAT receipts or other appropriate evidence of payment, the Company shall reimburse the Employee such reasonable costs reasonably and properly incurred by him in relocating to accommodation within a reasonable daily travelling distance of the Company's offices at Weybridge (
Relocation Expenses
).
|
9.2
|
The Company will also reimburse the Employee such Stamp Duty Land Tax up to a maximum of £40,000 (plus associated income tax and national insurance) (together
Stamp Duty
) incurred by him in relocating to accommodation within a reasonable daily travelling distance of the Company's offices at Weybridge provided this is incurred before 1 April 2015.
|
9.3
|
The first £8,000 of the Relocation Expenses shall be paid without deduction of income tax and National Insurance contributions to the extent that the Relocation Expenses qualify for the exemption set out in Chapter 7 of Part 4 of the Income Tax (Earnings and Pensions) Act 2003 and Schedule 3 of Part 8 of the Social Security (Contribution) Regulations 2001 respectively. For the avoidance of doubt, income tax and National Insurance contributions are applicable to the remainder of the Relocation Expenses (if any) in the usual way.
|
9.4
|
Except in the circumstances set out in clause 9.5 below, the Employee shall repay the Company as follows:
|
(a)
|
if he ceases employment during the period of 12 months after the first expenses payment made by the Company under this clause 9, 100% of the Relocation Expenses and Stamp Duty shall be repaid;
|
(b)
|
if he ceases employment more than 12 but no more than 24 months after the first expenses payment made by the Company under this clause 9, 66% of the Relocation Expenses and Stamp Duty shall be repaid; or
|
(c)
|
if he ceases employment more than 25 but no more than 36 months after the first expenses payment made by the Company under this clause 9, 33% of the Relocation Expenses and Stamp Duty shall be repaid.
|
9.5
|
Clause 9.4 shall not apply if:
|
(a)
|
the Company terminates the Appointment in breach of the terms of this agreement; or
|
(b)
|
the Employee terminates the Appointment in response to a fundamental breach of contract by the Company.
|
10.
|
BONUS
|
10.1
|
The Company may in its absolute discretion pay the Employee a bonus of such amount, at such intervals and subject to such conditions as the Company may in its absolute discretion determine from time to time to be notified to the Employee from time to time.
|
10.2
|
Any bonus payment to the Employee shall be purely discretionary and shall not form part of the Employee's contractual remuneration under this agreement. If the Company makes a bonus payment to the Employee, it shall not be obliged to make subsequent bonus payments.
|
10.3
|
The Company may alter the terms of any bonus targets or withdraw them altogether at any time without prior notice.
|
10.4
|
Notwithstanding clause 10.1, the Employee shall in any event have no right to a bonus or a time-apportioned bonus if:
|
(c)
|
he has not been employed throughout the whole of the relevant financial year of the Company; or
|
(d)
|
his employment terminates for any reason or he is under notice of termination (whether given by the Employee or the Company) at or before the date when a bonus might otherwise have been payable.
|
10.5
|
Any bonus payments shall not be pensionable.
|
11.
|
HEALTH INSURANCE
|
11.1
|
The Employee and his immediate family (spouse, civil partner and children under the age of 18) shall be entitled to participate in the Company's private medical insurance scheme subject to:
|
(a)
|
the terms of that scheme, as amended from time to time;
|
(b)
|
the rules or insurance policy of the relevant insurance provider, as amended from time to time; and
|
(c)
|
the Employee and his spouse or civil partner and any children under the age of 18 satisfying the normal underwriting requirements of the relevant insurance provider and the premium being at a rate which the Company considers reasonable.
|
11.2
|
The Company in its sole and absolute discretion reserves the right to discontinue, vary or amend the scheme (including the level of the Employee's cover) at any time on reasonable notice to the Employee.
|
12.
|
DIRECTORS' AND OFFICERS' INSURANCE
|
13.
|
CAR ALLOWANCE
|
13.1
|
A car allowance of £15,000 per annum will be paid while employed.
|
13.2
|
If you use your private car for Company business you will be required to provide evidence that you are insured for business use.
|
13.3
|
Any driver on Company business (whether using a company or private car) must comply with the provisions of the Company’s Driver’s Handbook, a copy of which will be supplied to you.
|
14.
|
HOLIDAYS
|
14.1
|
The Employee shall be entitled to 25 days' paid holiday in each holiday year together with the usual public holidays in England and Wales. The Company's holiday year runs between 1
st
January and 31
st
December. If the Appointment commences or terminates part way through a holiday year, the Employee's entitlement during that holiday year shall be calculated on a pro-rata basis rounded up to the nearest whole day.
|
14.2
|
The Company reserves the right to nominate up to five days of the annual leave entitlement. The Employee will be informed of this nomination in writing with not less than one month’s notice.
|
14.3
|
The Employee shall not without the consent of the Board carry forward any accrued but untaken holiday entitlement to a subsequent holiday year unless the Employee has been unavoidably prevented from taking such holiday during the relevant leave year because of absence due to Incapacity or statutory maternity, paternity or adoption leave.
|
14.4
|
The Employee shall have no entitlement to any payment in lieu of accrued but untaken holiday except on termination of the Appointment. Subject to clause 14.5 below, the amount of such payment in lieu shall be 1/260
th
of the Employee's salary for each untaken day of the entitlement under clause 14.1 for the holiday year in which termination takes place and any untaken days carried forward from the preceding holiday year.
|
14.5
|
If the Company has terminated or would be entitled to terminate the Appointment under clause 23 or if the Employee has terminated the Appointment in breach of this agreement, any payment due under clause 14.4 shall be limited to the Employee's statutory entitlement under the Working Time Regulations 1998 and any paid holidays (including paid public holidays) taken shall be deemed first to have been taken in satisfaction of that statutory entitlement.
|
14.6
|
If on termination of the Appointment the Employee has taken in excess of his accrued holiday entitlement, the Company shall be entitled to recover from the Employee by way of deduction from any payments due to the Employee or otherwise one day's pay calculated at 1/260
th
of the Employee's salary for each excess day.
|
14.7
|
If either party has served notice to terminate the Appointment, the Company may require the Employee to take any accrued but unused holiday entitlement during the notice period.
|
14.8
|
During any continuous period of absence due to Incapacity the Employee shall not accrue holiday under this contract and the Employee's entitlement under clause 14.1 for the holiday year in which such absence takes place shall be reduced pro rata save that it shall not fall below the Employee's entitlement under the Working Time Regulations 1998.
|
15.
|
OUTSIDE INTERESTS
|
15.1
|
Subject to clause 15.2 below, during the Appointment the Employee shall not, except as a representative of the Company or with the prior written approval of the Company, whether paid or unpaid, be directly or indirectly engaged, concerned or have any financial interest in any Capacity in any other business, trade, profession or occupation (or the setting up of any business, trade, profession or occupation).
|
15.2
|
Notwithstanding clause 15.1 above, the Employee may hold an investment by way of shares or other securities of any company (whether or not it is listed or dealt in on a recognised stock exchange) where such company does not carry on a business similar to or competitive with any business for the time being carried on by any Group Company.
|
15.3
|
The Employee agrees to disclose to the Company any matters relating to his spouse or civil partner (or anyone living as such), children or parents which may, in the reasonable opinion of the Company, be considered to interfere, conflict or compete with the proper performance of the Employee's obligations under this agreement.
|
16.
|
INCAPACITY
|
16.1
|
If absent from work because of Incapacity, the Employee must call the Company before 10.00am on the first day of absence to inform them of the reason for your absence and its likely duration. For the avoidance of doubt, a text message is not acceptable. For absences of seven calendar days or less, the Employee is required to produce a self-certification form immediately upon return to work. If the absence continues for eight calendar days or longer the Employee is required to produce a medical certificate signed by his registered medical practitioner stating the reason for absence. A new medical certificate must be produced to cover any subsequent period of absence.
|
16.2
|
The Employee agrees to consent to medical examinations (at the Company's expense) by a doctor nominated by the Company should the Company so require. The Employee agrees that any report produced in connection with any such examination may be disclosed to the Company and the Company may discuss the contents of the report with the relevant doctor.
|
16.3
|
The Company operates a Statutory Sick Pay scheme (
SSP
) and the Employee is required to co-operate in the maintenance of necessary records. For the purposes of the SSP, the agreed “qualifying days” are Monday to Friday. The Employee will receive SSP, if
|
16.4
|
In addition the Company provides Occupational Sick Pay (
OSP
) in some circumstances (please refer to the Handbook). If eligible, and provided the Employee complies with his obligations under this Contract, entitlement pro rata working hours is as follows:
|
•
|
On completion of six months service and up to one year: three working days
|
•
|
Between one and two years: up to 10 working days
|
•
|
Third and subsequent years: up to eight weeks at full pay with further 16 weeks half pay.
|
16.5
|
If the Incapacity is or appears to be occasioned by actionable negligence, nuisance or breach of any statutory duty on the part of a third party in respect of which damages are or may be recoverable, the Employee shall immediately notify the Company of that fact and of any claim, compromise, settlement or judgment made or awarded in connection with it and all relevant particulars that the Company may reasonably require. The Employee shall if required by the Company, refund to the Company that part of any damages or compensation recovered by him relating to the loss of earnings for the period of the Incapacity as the Company may reasonably determine less any costs borne by him in connection with the recovery of such damages or compensation, provided that the amount to be refunded shall not exceed the total amount paid to the Employee by the Company in respect of the period of Incapacity.
|
16.6
|
The rights of the Company to terminate the Appointment under the terms of this agreement apply even when such termination would or might cause the Employee to forfeit any entitlement to sick pay or other benefits.
|
16.7
|
Pension contributions will continue as normal while the Employee is paid at the full rate in accordance with this clause 16. If the Employee's pay during any period of absence is reduced or the Employee is paid SSP only, the level of contributions in respect of their membership of the Newsquest Stakeholder Pension Plan or other personal pension plan made available by the Company may continue, subject to the relevant pension scheme rules in force at the time of their absence.
|
17.
|
OTHER PERIODS OF ABSENCE
|
18.
|
LAY OFF AND SHORT TIME WORKING
|
19.
|
CONFIDENTIAL INFORMATION
|
19.1
|
The Employee acknowledges that in the course of the Appointment he will have access to Confidential Information. The Employee has therefore agreed to accept the restrictions in this clause 19.
|
19.2
|
The Employee shall not (except in the proper course of his duties), either during the Appointment or at any time after its termination (however arising), use or disclose to any person, company or other organisation whatsoever (and shall use his best endeavours to prevent the publication or disclosure of) any Confidential Information. This shall not apply to:
|
(a)
|
any use or disclosure authorised by the Company or required by law;
|
(b)
|
any information which is already in, or comes into, the public domain other than through the Employee's unauthorised disclosure; or
|
(c)
|
any protected disclosure within the meaning of section 43A of the Employment Rights Act 1996.
|
20.
|
INTELLECTUAL PROPERTY
|
20.1
|
The Employee acknowledges that all Intellectual Property Rights subsisting (or which may in the future subsist) in all works made wholly or partially by him at any time during the course of his employment and all materials embodying such Intellectual Property Rights belong automatically to the Company to the fullest extent permitted by law. To the extent that they do not vest automatically in the Company on creation, the Employee holds them on trust for the Company. The Employee agrees promptly to execute all documents and do all acts as may, in the opinion of the Company, be necessary to give effect to this clause 20.
|
20.2
|
The Employee hereby irrevocably waives all moral rights under the Copyright, Designs and Patents Act 1988 (and all similar rights in other jurisdictions) which the Employee has or will have in any existing or future works referred to in this clause 20.
|
20.3
|
The Employee irrevocably appoints the Company to be his attorney in his name and on his behalf to execute documents, use the Employee's name and do all things which are necessary or desirable for Company to obtain for itself or its nominee the full benefit of this clause 20. A certificate in writing, signed by any director or the secretary of the Company, that any instrument or act falls within the authority conferred by this
|
21.
|
DATA PROTECTION
|
21.1
|
The Employee consents to any Group Company processing data relating to the Employee for legal, personnel, administrative and management purposes and in particular to the processing of any
sensitive personal data
(as defined in the Data Protection Act 1998) relating to the Employee, including, as appropriate:
|
(a)
|
information about the Employee's physical or mental health or condition in order to monitor sick leave and take decisions as to the Employee's fitness for work;
|
(b)
|
the Employee's racial or ethnic origin or religious or similar information in order to monitor compliance with equal opportunities legislation; and
|
(c)
|
information relating to any criminal proceedings in which the Employee has been involved for insurance purposes and in order to comply with legal requirements and obligations to third parties.
|
21.2
|
The Company may make such information available to any Group Company, those who provide products or services to any Group Company (such as advisers and payroll administrators), regulatory authorities, potential or future employers, governmental or quasi-governmental organisations and potential purchasers of the Company or the business in which the Employee works.
|
21.3
|
The Employee consents to the Company monitoring and recording any use that he makes of the Company's electronic communications systems for the purpose of ensuring that the Company's rules are being complied with and for legitimate business purposes.
|
22.
|
NOTICE AND GARDEN LEAVE
|
22.1
|
The Company may require the Employee to take any accrued but untaken holiday during the relevant notice period.
|
22.2
|
In the event of the Employee’s absence from work during the relevant notice period, rights to any occupational sick pay for the period of such absence will cease and the Employee will receive SSP only.
|
22.3
|
During any period of Garden Leave:
|
(a)
|
the Company shall be under no obligation to provide any work to the Employee and may revoke any powers the Employee holds on behalf of any Group Company;
|
(b)
|
the Company may require the Employee to carry out alternative duties or to only perform such specific duties as are expressly assigned to the Employee, at such location (including the Employee's home) as the Company may decide;
|
(c)
|
the Employee shall continue to receive his basic salary and all contractual benefits in the usual way and subject to the terms of any benefit arrangement;
|
(d)
|
the Employee shall remain an employee of the Company and bound by the terms of this agreement (including any implied duties of good faith and fidelity);
|
(e)
|
the Employee shall ensure that the Company knows where he will be and how he can be contacted during each working day (except during any periods taken as holiday in the usual way);
|
(f)
|
the Company may exclude the Employee from any premises of any Group Company; and
|
(g)
|
the Company may require the Employee not to contact or deal with (or attempt to contact or deal with) any officer, employee, consultant, client, customer, supplier, agent, distributor, shareholder, adviser or other business contact of any Group Company.
|
23.
|
TERMINATION WITHOUT NOTICE
|
23.1
|
The Company may also terminate the Appointment with immediate effect without notice and with no liability to make any further payment to the Employee (other than in respect of amounts accrued due at the date of termination) if the Employee:
|
(a)
|
is disqualified from acting as a director or resigns as a director from the without the prior written approval of the Board;
|
(b)
|
is guilty of any gross misconduct affecting the business of any Group Company (examples of gross misconduct are given in the Staff Handbook);
|
(c)
|
commits any serious or repeated breach or non-observance of any of the provisions of this agreement or refuses or neglects to comply with any reasonable and lawful directions of the Company;
|
(d)
|
is, in the reasonable opinion of the Company, negligent and incompetent in the performance of his duties;
|
(e)
|
is declared bankrupt or makes any arrangement with or for the benefit of his creditors or has a county court administration order made against him under the County Court Act 1984;
|
(f)
|
is convicted of any criminal offence (other than an offence under any road traffic legislation in the United Kingdom or elsewhere for which a fine or non-custodial penalty is imposed);
|
(g)
|
becomes of unsound mind (which includes lacking capacity under the Mental Capacity Act 2005), or a patient under any statute relating to mental health;
|
(h)
|
ceases to be eligible to work in the United Kingdom;
|
(i)
|
is guilty of any fraud or dishonesty or acts in any manner which in the opinion of the Company brings or is likely to bring the Employee any Group Company into disrepute or is materially adverse to the interests of any Group Company;
|
(j)
|
is in breach of the Company's anti-corruption and bribery policy and related procedures;
|
(k)
|
is guilty of a serious breach of any rules issued by the Company from time to time regarding its electronic communications systems; or
|
(l)
|
subject to a medical review by the Company, is unable by reason of Incapacity to perform his duties under this agreement for an aggregate period in excess
of 28 weeks in any 52-week period.
|
23.2
|
The rights of the Company under clause 23.1 are without prejudice to any other rights that it might have at law to terminate the Appointment or to accept any breach of this agreement by the Employee as having brought the agreement to an end. Any delay by the Company in exercising its rights to terminate shall not constitute a waiver thereof.
|
24.
|
OBLIGATIONS ON TERMINATION
|
24.1
|
On termination of the Appointment (however arising) the Employee shall:
|
(a)
|
Immediately deliver to the Company all documents, books, materials, records, correspondence, papers and information (on whatever media and wherever located) relating to the business or affairs of any Group Company or its business contacts, any keys, credit card and any other property of any Group Company, including any car provided to the Employee, which is in his possession or under his control;
|
(b)
|
irretrievably delete any information relating to the business of any Group Company stored on any magnetic or optical disk or memory and all matter derived from such sources which is in his possession or under his control outside the Company's premises; and
|
(c)
|
provide a signed statement that he has complied fully with his obligations under this clause 24.1 together with such reasonable evidence of compliance as the Company may request.
|
24.2
|
On termination of the Appointment, however arising, the Employee shall not be entitled to any compensation for the loss of any rights or benefits under any share option, bonus, long-term incentive plan or other profit sharing scheme operated by any Group Company in which he may participate.
|
24.3
|
The Employee agrees that he will neither during the Appointment nor at any time after the Appointment make any statements, oral or written, or cause or allow to be published in his name, or under any other name, any statements, interviews, articles, books, web logs, editorials or commentary (oral or written) that are critical or disparaging of the Gannett Group, any Group Company, nor any of their respective operations, directors, officers or employees.
|
25.
|
POST TERMINATION RESTRICTIONS
|
25.1
|
In order to protect the Confidential Information and business connections of the Company and each Group Company to which he has access as a result of the Appointment, the Employee covenants with the Company (for itself and as trustee and agent for each Group Company) that he shall not:
|
(a)
|
for 12 months after Termination solicit or endeavour to entice away from any Group Company the business or custom of a Restricted Customer with a view to providing goods or services to that Restricted Customer in competition with any Restricted Business;
|
(b)
|
for 12 months after Termination in the course of any business concern which is in competition with any Restricted Business, offer to employ or engage or otherwise endeavour to entice away from any Group Company any Restricted Person;
|
(c)
|
for 12 months after Termination in the course of any business concern which is in competition with any Restricted Business, employ or engage or otherwise facilitate the employment or engagement of any Restricted Person, whether or not such person would be in breach of contract as a result of such employment or engagement;
|
(d)
|
for 12 months after Termination, be involved in any Capacity with any business concern which is (or intends to be) in competition with any Restricted Business;
|
(e)
|
for 12 months after Termination be involved with the provision of goods or services to (or otherwise have any business dealings with) any Restricted Customer in the course of any business concern which is in competition with any Restricted Business; or
|
(f)
|
at any time after Termination, represent himself as connected with any Group Company in any Capacity, other than as a former employee, or use any registered business names or trading names associated with any Group Company.
|
25.2
|
None of the restrictions in clause 25.1 shall prevent the Employee from:
|
(a)
|
holding an investment by way of shares or other securities of not more than 5% of the total issued share capital of any company, whether or not it is listed or dealt in on a recognised stock exchange;
|
(b)
|
being engaged or concerned in any business concern insofar as the Employee's duties or work shall relate solely to geographical areas where the business concern is not in competition with any Restricted Business; or
|
(c)
|
being engaged or concerned in any business concern, provided that the Employee's duties or work shall relate solely to services or activities of a kind with which the Employee was not concerned to a material extent in the 12 months before Termination.
|
25.3
|
The restrictions imposed on the Employee by this clause 25 apply to him acting:
|
(a)
|
directly or indirectly; and
|
(b)
|
on his own behalf or on behalf of, or in conjunction with, any firm, company or person.
|
25.4
|
The periods for which the restrictions in clause 25 apply shall be reduced by any period that the Employee spends on Garden Leave immediately before Termination.
|
25.5
|
If the Employee receives an offer to be involved in a business concern in any Capacity during the Appointment, or before the expiry of the last of the covenants in this clause
|
25.6
|
The Company and the Employee entered into the restrictions in this clause 25 having been separately legally advised.
|
25.7
|
Each of the restrictions in this clause 25 is intended to be separate and severable. If any of the restrictions shall be held to be void but would be valid if part of their wording were deleted, such restriction shall apply with such deletion as may be necessary to make it valid or effective.
|
26.
|
DISCIPLINARY AND GRIEVANCE PROCEDURES
|
26.1
|
The Employee is subject to the Company's disciplinary and grievance procedures, details of which are contained in the Staff Handbook. These procedures do not form part of the Employee's contract of employment.
|
26.2
|
The Company may suspend the Employee from any or all of his duties during any period in which the Company is investigating any disciplinary matter involving the Employee or while any disciplinary procedure against the Employee is outstanding.
|
27.
|
PENSIONS
|
27.1
|
The Company sponsors a pension plan which you may apply to join - the Newsquest Workplace Pension Plan – Enhanced Section (“NWPP - Enhanced Section”). The NWPP - Enhanced Section is a group Stakeholder Pension Plan currently operated by Legal & General Assurance Society Ltd (L&G). The terms of the NWPP – Enhanced Section are detailed in the Plan Joining Pack, a copy of which is supplied with this agreement. The NWPP - Enhanced Section is not contracted-out of the State Second Pension.
|
27.2
|
The Company reserves the right to provide alternative pension arrangements in place of the NWPP – Enhanced Section, amend the NWPP – Enhanced Section, (including the level or type of benefits it provides), terminate the NWPP – Enhanced Section and withdraw from sponsoring any pension arrangements. In any of these circumstances, you will be notified of any different pension arrangements which apply.
|
27.3
|
The Company also operates a group personal pension plan in compliance with the employer pension duties under the Pensions Act 2008. If you are an Eligible Jobholder, and you choose not to join the NWPP - Enhanced Section, you may be enrolled automatically as an active member of this plan instead, or such other registered pension scheme as may be established by the Company to replace the plan, from the start of your employment. You will be subject then to the rules of the plan as are in force from time to time. The Company reserves the right to vary, amend or withdraw the plan, or any of its rules or benefits, at any time and this may include terminating the plan and taking out a new one with another pension scheme provider. Further details about the plan, including conditions of eligibility and the rates of contributions can be obtained by emailing the payroll department on nwpp.payroll@nqhd.co.uk.
|
27.4
|
If enrolled, you will pay such contributions to the plan as may be required by law from time to time and the Company will also pay such contributions to the plan as it may designate from time to time. Any Company and Employee contributions paid will be sufficient to maintain the plan’s status as a qualifying scheme for the purposes of the Pensions Act 2008. Your employee contributions to the plan will be deducted from your salary and paid into the plan on a monthly basis in arrears.
|
27.5
|
A contracting-out certificate is not in force in respect of your employment.
|
28.
|
COLLECTIVE AGREEMENTS
|
29.
|
RECONSTRUCTION AND AMALGAMATION
|
30.
|
NOTICES
|
30.1
|
A notice given to a party under this agreement shall be in writing in the English language and signed by or on behalf of the party giving it. It shall be delivered by hand or sent by pre-paid first class post to the party at the address given in this agreement or as otherwise notified in writing to the other party.
|
30.2
|
Any such notice shall be deemed to have been received:
|
(a)
|
if delivered by hand, at the time the notice is left at the address or given to the addressee;
|
(b)
|
in the case of pre-paid first class UK post or other next working day delivery service, at 9.00 am on the second business day after posting or at the time recorded by the delivery service.
|
30.3
|
A notice shall have effect from the earlier of its actual or deemed receipt by the addressee. For the purpose of calculating deemed receipt:
|
(a)
|
all references to time are to local time in the place of deemed receipt; and
|
(b)
|
if deemed receipt would occur on a Saturday or Sunday or a public holiday when banks are not open for business, deemed receipt is at 9.00 a.m. on the next business day.
|
30.4
|
A notice required to be given under this agreement shall not be validly given if sent by e-mail or fax.
|
31.
|
ENTIRE AGREEMENT
|
31.1
|
This agreement and any document referred to in it constitutes the whole agreement between the parties (and in the case of the Company, as agent for any Group Companies) and supersedes all previous discussions, correspondence, negotiations, arrangements, understandings and agreements between them.
|
31.2
|
Each party acknowledges that in entering into this agreement it has not relied on and shall have no remedy in respect of any Pre-Contractual Statement.
|
31.3
|
Each party agrees that its only liability in respect of those representations and warranties that are set out in this agreement (whether made innocently or negligently) shall be for breach of contract.
|
31.4
|
Nothing in this agreement shall limit or exclude any liability for fraud.
|
32.
|
VARIATION
|
33.
|
COUNTERPARTS
|
34.
|
THIRD PARTY RIGHTS
|
35.
|
GOVERNING LAW AND JURISDICTION
|
35.1
|
This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
|
35.2
|
The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
|
Executed as a deed by NEWSQUEST MEDIA GROUP LIMITED acting by a director, in the presence of:
/s/ Carly Smith
………………………………………………
SIGNATURE OF WITNESS
Carly Smith
………………………………………….
NAME OF WITNESS
[redacted]
………………………………………………
………………………………………………
………………………………………………ADDRESS OF WITNESS
PA
……………………………………………….
OCCUPATION OF WITNESS
|
/s/ Paul Davidson
.......................................
Director
|
Signed as a deed by HENRY FAURE WALKER in the presence of:
/s/ Madeline Reynolds
………………………………………………
SIGNATURE OF WITNESS
Madeline Reynolds
………………………………………….
NAME OF WITNESS
[redacted]
………………………………………………
………………………………………………
………………………………………………ADDRESS OF WITNESS
Headhunter
……………………………………………….
OCCUPATION OF WITNESS
|
/s/ Henry Faure Walker
………………………………
Employee
|
•
|
an annual cash retainer of $100,000, payable quarterly during the compensation year;
|
•
|
an additional annual retainer fee of $20,000 to committee chairs (other than the chair of the Executive Committee) and an additional annual retainer fee of $120,000 to the independent Chairman of the Board;
|
•
|
an annual equity award in the form of restricted stock units with a grant date value equal to $125,000, granted on the first day of the director compensation year, which award vests and is eligible for dividend equivalents on the terms generally described below;
|
•
|
travel accident insurance of $1,000,000;
|
•
|
a match from the Company Foundation of charitable gifts made by directors up to a maximum of $10,000 each year; and
|
•
|
a cash deferral opportunity, using mutual fund choices and a Company stock fund.
|
Stock Unit Vesting Schedule:
|
25% of the Stock Units shall vest on 12/31/16*
|
Payment Date:
|
25% of the Stock Units shall be paid on 1/2/2017*
|
•
|
any material misappropriation of funds or property of the Company or its affiliate by the Employee;
|
•
|
unreasonable and persistent neglect or refusal by the Employee to perform his or her duties which is demonstrably willful and deliberate on the Employee’s part, which is committed in bad faith or without reasonable belief that such breach is in the best interests of the Company and which is not remedied in a reasonable period of time after receipt of written notice from the Company specifying such breach;
|
•
|
conviction of the Employee of a securities law violation or a felony involving moral turpitude; or
|
•
|
the Employee being found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission to have violated any Federal or State securities law.
|
•
|
the material diminution of the Employee’s duties, authorities or responsibilities from those in effect immediately prior to the Change in Control;
|
•
|
a material reduction in the Employee’s base salary or target bonus opportunity as in effect on the date immediately prior to the Change in Control;
|
•
|
the relocation of the Employee’s office from the location at which the Employee is principally employed immediately prior to the date of the Change in Control to a location 35 or more miles farther from the Employee’s residence immediately prior to the Change in Control, and recognizing that the Employee shall be expected to travel on the Company’s business to an extent substantially consistent with the Employee’s business travel obligations prior to the Change in Control; or
|
•
|
the failure by the Company or its affiliate to pay any material compensation or benefits due to the Employee.
|
•
|
The converted or substituted award must be a right to receive an amount of cash and/or equity that has a value, measured at the time of such conversion or substitution, that is equal to the value of this Award as of the date of the Change in Control;
|
•
|
Any equity payable in connection with a converted or substituted award must be publicly traded equity securities of the Company, a successor company or their direct or indirect parent company, and such equity issuable with respect to a converted or substituted award must be covered by a registration statement filed with the Securities Exchange Commission that permits the immediate sale of such shares on a national exchange;
|
•
|
The vesting terms of any converted or substituted award must be substantially identical to the terms of this Award; and
|
•
|
The other terms and conditions of any converted or substituted award must be no less favorable to the Employee than the terms of this Award are as of the date of the Change in Control (including the provisions that would apply in the event of a subsequent Change in Control).
|
TO:
|
Robert Dickey
|
|
|
FROM:
|
Dave Harmon
|
|
|
DATE:
|
December 16, 2015
|
|
|
RE:
|
Gannett Co., Inc. 2015 Transitional Compensation Plan
|
•
|
a lump sum amount equal to three times your base salary plus the average of your bonuses for the 3 three preceding years;
|
•
|
a prorated bonus for the year of termination based on average of your bonus for the 3 three preceding years;
|
•
|
a lump sum payment equal to the additional benefit you would have earned under the SERP if you had continued employment for 3 years after the change in control; and
|
•
|
a lump sum amount of up to 18 months of the COBRA premiums you would have to pay at termination if you were to elect COBRA coverage.
|
UNIT
|
STATE OF INCORPORATION OR ORGANIZATION
|
ACTION ADVERTISING, INC.
|
WISCONSIN
|
THE ADVERTISER COMPANY
|
ALABAMA
|
ALEXANDRIA NEWSPAPERS, INC.
|
LOUISIANA
|
BAXTER COUNTY NEWSPAPERS, INC.
|
ARKANSAS
|
CITIZEN PUBLISHING COMPANY
|
ARIZONA
|
THE COURIER-JOURNAL, INC.
|
DELAWARE
|
DES MOINES PRESS CITIZEN LLC
|
DELAWARE
|
DES MOINES REGISTER AND TRIBUNE COMPANY
|
IOWA
|
THE DESERT SUN PUBLISHING COMPANY
|
CALIFORNIA
|
DESERT SUN PUBLISHING, LLC
|
DELAWARE
|
DETROIT FREE PRESS, INC.
|
MICHIGAN
|
DETROIT NEWSPAPER PARTNERSHIP, L.P.
|
DELAWARE
|
DIGICOL, INC.
|
DELAWARE
|
FEDERATED PUBLICATIONS, INC.
|
DELAWARE
|
GANNETT GP MEDIA, INC.
|
DELAWARE
|
GANNETT INTERNATIONAL COMMUNICATIONS, INC.
|
DELAWARE
|
GANNETT MEDIA SERVICES, LLC
|
DELAWARE
|
GANNETT MHC MEDIA, INC.
|
DELAWARE
|
GANNETT MISSOURI PUBLISHING, INC.
|
KANSAS
|
GANNETT PUBLISHING SERVICES, LLC
|
DELAWARE
|
GANNETT RETAIL ADVERTISING GROUP, INC.
|
DELAWARE
|
GANNETT RIVER STATES PUBLISHING CORPORATION
|
ARKANSAS
|
GANNETT SATELLITE INFORMATION NETWORK, INC.
|
DELAWARE
|
GANNETT SUPPLY CORPORATION
|
DELAWARE
|
GANNETT U.K. LIMITED
|
UNITED KINGDOM
|
GANNETT VERMONT INSURANCE, INC.
|
VERMONT
|
GANNETT VERMONT PUBLISHING, INC.
|
DELAWARE
|
GCCC, LLC
|
DELAWARE
|
GCOE, LLC
|
DELAWARE
|
GFHC, LLC
|
DELAWARE
|
GNSS, LLC
|
DELAWARE
|
GUAM PUBLICATIONS, INCORPORATED
|
HAWAII
|
INDIANA NEWSPAPERS, LLC
|
INDIANA
|
MULTIMEDIA, INC.
|
SOUTH CAROLINA
|
PACIFIC MEDIA, INC.
|
DELAWARE
|
PHOENIX NEWSPAPERS, INC.
|
ARIZONA
|
PRESS-CITIZEN COMPANY INC.
|
IOWA
|
RENO NEWSPAPERS, INC.
|
NEVADA
|
SALINAS NEWSPAPERS LLC
|
CALIFORNIA
|
SEDONA PUBLISHING COMPANY, INC.
|
ARIZONA
|
THE SUN COMPANY OF SAN BERNARDINO, CALIFORNIA, LLC
|
CALIFORNIA
|
UNIT
|
STATE OF INCORPORATION OR ORGANIZATION
|
TEXAS-NEW MEXICO NEWSPAPERS, LLC
|
DELAWARE
|
THE TIMES HERALD COMPANY
|
MICHIGAN
|
TNI PARTNERS
|
ARIZONA
|
US PRESSWIRE, LLC
|
FLORIDA
|
USA TODAY SPORTS MEDIA GROUP, LLC
|
DELAWARE
|
VISALIA NEWSPAPERS LLC
|
CALIFORNIA
|
X.COM, INC.
|
DELAWARE
|
YORK DAILY RECORD-YORK SUNDAY NEWS LLC
|
DELAWARE
|
YORK DISPATCH LLC
|
DELAWARE
|
YORK NEWSPAPER COMPANY
|
PENNSYLVANIA
|
YORK NEWSPAPERS HOLDINGS, L.P.
|
DELAWARE
|
YORK NEWSPAPERS HOLDINGS, LLC
|
DELAWARE
|
YORK PARTNERSHIP HOLDINGS, LLC
|
DELAWARE
|
(1)
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Registration Statement (Form S-8 No. 333-205320),
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(2)
|
Registration Statement (Form S-8 No. 333-205321) ,
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(3)
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Registration Statement (Form S-8 No. 333-205322) , and
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(4)
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Registration Statement (Form S-3ASR No. 333-205323)
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|
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1.
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I have reviewed this annual report on Form 10-K of Gannett Co., Inc.;
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2.
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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:
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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
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5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Robert J. Dickey
|
|
Robert J. Dickey
President and Chief Executive Officer (principal executive officer)
|
|
1.
|
I have reviewed this annual report on Form 10-K of Gannett Co., Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Alison K. Engel
|
|
Alison K. Engel
Chief Financial Officer (principal financial officer)
|
|
/s/ Robert J. Dickey
|
|
Robert J. Dickey
President and Chief Executive Officer (principal executive officer)
|
|
/s/ Alison K. Engel
|
|
Alison K. Engel
Chief Financial Officer (principal financial officer)
|
|