|
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
|
|
|
|
|
|
|
1
|
||
|
|
|
1A.
|
||
|
|
|
1B.
|
||
|
|
|
2
|
||
|
|
|
3
|
||
|
|
|
4
|
||
|
|
|
|
|
|
|
|
|
5
|
||
|
|
|
6
|
||
|
|
|
7
|
||
|
|
|
7A.
|
||
|
|
|
8
|
||
|
|
|
9
|
||
|
|
|
9A.
|
||
|
|
|
|
|
|
|
|
|
10
|
||
|
|
|
11
|
||
|
|
|
12
|
||
|
|
|
13
|
||
|
|
|
14
|
||
|
|
|
|
|
|
|
|
|
15
|
||
|
|
|
16
|
•
|
Retail 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 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 certain magazines.
|
Title
|
|
Related Website(s)
|
|
Location
|
|
Daily
(a)
|
|
Sunday
(a)
|
||
USA TODAY
|
|
www.usatoday.com
|
|
McLean, Virginia
|
|
3,601,833
|
|
|
3,375,646
|
|
Detroit Free Press
|
|
www.freep.com
|
|
Detroit, Michigan
|
|
240,510
|
|
|
925,051
|
|
The Record
|
|
www.therecord.northjersey.com
|
|
Bergen Co., New Jersey
|
|
235,681
|
|
|
147,609
|
|
The Arizona Republic
|
|
www.azcentral.com
|
|
Phoenix, Arizona
|
|
184,881
|
|
|
464,714
|
|
Milwaukee Journal Sentinel
|
|
www.jsonline.com
|
|
Milwaukee, Wisconsin
|
|
146,450
|
|
|
229,137
|
|
Indianapolis Star
|
|
www.indystar.com
|
|
Indianapolis, Indiana
|
|
115,785
|
|
|
234,915
|
|
Cincinnati Enquirer
|
|
www.cincinnati.com
|
|
Cincinnati, Ohio
|
|
107,576
|
|
|
179,857
|
|
Courier-Journal
|
|
www.courier-journal.com
|
|
Louisville, Kentucky
|
|
100,741
|
|
|
190,191
|
|
Des Moines Register
|
|
www.desmoinesregister.com
|
|
Des Moines, Iowa
|
|
81,055
|
|
|
160,839
|
|
Democrat and Chronicle
|
|
www.democratandchronicle.com
|
|
Rochester, New York
|
|
79,771
|
|
|
124,324
|
|
(a)
|
Daily and Sunday combined average circulation is print, digital replica, digital non-replica, and affiliated publications according to the Alliance for Audited Media's December 2016 Quarterly Publisher's Statement.
|
USA TODAY NETWORK MEDIA ORGANIZATIONS AND AFFILIATED DIGITAL PLATFORMS
|
||||||||
State / Territory
|
|
Number of Local Media Organizations
|
|
Daily
(a)
|
|
Sunday
(a)
|
||
Alabama
|
|
1
|
|
19,248
|
|
|
25,231
|
|
Arkansas
|
|
1
|
|
6,961
|
|
|
176
|
|
California
|
|
5
|
|
101,490
|
|
|
99,794
|
|
Colorado
|
|
1
|
|
19,746
|
|
|
23,404
|
|
Delaware
|
|
1
|
|
55,383
|
|
|
93,645
|
|
Florida
|
|
6
|
|
244,175
|
|
|
348,166
|
|
Guam
|
|
1
|
|
10,819
|
|
|
8,882
|
|
Indiana
|
|
4
|
|
82,173
|
|
|
107,473
|
|
Iowa
|
|
1
|
|
9,084
|
|
|
800
|
|
Kentucky
|
|
1
|
|
5,874
|
|
|
7,089
|
|
Louisiana
|
|
5
|
|
73,791
|
|
|
92,188
|
|
Maryland
|
|
1
|
|
10,621
|
|
|
13,734
|
|
Michigan
|
|
4
|
|
62,513
|
|
|
181,027
|
|
Minnesota
|
|
1
|
|
14,016
|
|
|
19,044
|
|
Mississippi
|
|
2
|
|
45,730
|
|
|
53,429
|
|
Missouri
|
|
1
|
|
25,494
|
|
|
46,690
|
|
Montana
|
|
1
|
|
21,354
|
|
|
21,372
|
|
Nevada
|
|
1
|
|
30,017
|
|
|
49,987
|
|
New Jersey
|
|
7
|
|
143,395
|
|
|
183,725
|
|
New Mexico
|
|
6
|
|
34,426
|
|
|
42,381
|
|
New York
|
|
5
|
|
112,009
|
|
|
134,487
|
|
North Carolina
|
|
1
|
|
26,344
|
|
|
45,330
|
|
Ohio
|
|
10
|
|
64,208
|
|
|
64,530
|
|
Oregon
|
|
1
|
|
25,894
|
|
|
32,740
|
|
Pennsylvania
|
|
4
|
|
62,044
|
|
|
85,405
|
|
South Carolina
|
|
2
|
|
55,765
|
|
|
115,653
|
|
South Dakota
|
|
1
|
|
27,447
|
|
|
53,890
|
|
Tennessee
|
|
6
|
|
229,346
|
|
|
401,427
|
|
Utah
|
|
1
|
|
11,584
|
|
|
13,917
|
|
Texas
|
|
5
|
|
101,493
|
|
|
193,339
|
|
Vermont
|
|
1
|
|
22,642
|
|
|
24,207
|
|
Virginia
|
|
1
|
|
10,850
|
|
|
12,588
|
|
Washington
|
|
1
|
|
23,210
|
|
|
18,213
|
|
Wisconsin
|
|
10
|
|
141,186
|
|
|
171,014
|
|
(a)
|
Daily and Sunday combined average circulation is print, digital replica, digital non-replica, and affiliated publications according to the Alliance for Audited Media's December 2016 Quarterly Publisher's Statement.
|
DAILY PAID-FOR LOCAL MEDIA ORGANIZATIONS AND AFFILIATED DIGITAL PLATFORMS / NEWSQUEST
|
|||
Publication
|
City
|
Local Media
Organization / Web Site
|
Circulation
Monday - Saturday
|
Basildon & Southend Echo
|
Basildon, Southend on Sea
|
www.echo-news.co.uk
|
18,996
|
Bolton News
|
Bolton
|
www.theboltonnews.co.uk
|
10,172
|
Bournemouth - The Daily Echo
|
Bournemouth
|
www.bournemouthecho.co.uk
|
13,987
|
Bradford Telegraph & Argus
|
Bradford
|
www.thetelegraphandargus.co.uk
|
14,813
|
Colchester Daily Gazette
|
Colchester
|
www.gazette-news.co.uk
|
9,866
|
Dorset Echo
|
Dorset
|
www.dorsetecho.co.uk
|
10,944
|
Glasgow - Evening Times
|
Glasgow
|
www.eveningtimes.co.uk
|
25,679
|
Greenock Telegraph
|
Greenock
|
www.greenocktelegraph.co.uk
|
10,511
(a)
|
Lancashire Telegraph
|
Blackburn, Burnley
|
www.lancashiretelegraph.co.uk
|
11,807
|
Oxford Mail
|
Oxford
|
www.oxfordmail.co.uk
|
10,777
|
South Wales Argus - Newport
|
Newport
|
www.southwalesargus.co.uk
|
11,344
|
Southampton - Southern Daily Echo
|
Southampton
|
www.dailyecho.co.uk
|
17,521
|
Swindon Advertiser
|
Swindon
|
www.swindonadvertiser.co.uk
|
10,056
|
The Argus Brighton
|
Brighton
|
www.theargus.co.uk
|
11,424
|
The Herald, Scotland
|
Glasgow, Edinburgh
|
www.heraldscotland.co.uk
|
30,402
|
The National, Scotland
|
Glasgow, Edinburgh
|
www.thenational.scot
|
12,124
(a)
|
The Northern Echo
|
Darlington
|
www.thisisthenortheast.co.uk
|
25,290
|
The Press - York
|
York
|
www.yorkpress.co.uk
|
15,428
|
Worcester News
|
Worcester
|
www.worcesternews.co.uk
|
7,422
|
(a)
|
Circulation figures are according to ABC results for the period January to December 2015 as 2016 results are not available.
|
•
|
continue to increase digital audiences;
|
•
|
attract advertisers to our digital products;
|
•
|
tailor our products for mobile devices;
|
•
|
structure our sales force to focus more effort on sales of digital rather than print;
|
•
|
attract and retain employees with the skills and knowledge needed to successfully operate digital businesses;
|
•
|
manage the transition to a digital business from historical print businesses, including by reducing the physical and distribution infrastructure and related fixed costs associated with those businesses; and
|
•
|
invest funds and resources in digital opportunities.
|
•
|
rates we achieve in the marketplace for the advertising inventory on our digital platforms may be adversely affected by:
|
◦
|
news aggregation websites and customized news feeds (often free to users), which may reduce our traffic levels by creating a disincentive for users to visit our websites or use our digital products;
|
◦
|
our inability to successfully manage changes in search engine optimization and social media traffic to increase our digital presence and visibility, which also may reduce our traffic levels; or
|
◦
|
our inability to maintain and improve the performance of our customers' advertising on our digital properties;
|
•
|
our use of subscription models (which may require users to pay for content after accessing a limited number of pages or news articles for free on our websites each month) may cause consumers to opt out of subscription offers in greater numbers than anticipated or result in fewer page views or unique visitors to our websites than projected;
|
•
|
technical or other problems could prevent us from delivering our products in a rapid and reliable manner or otherwise affect the user experience, and users could develop negative views about the quality or usefulness of our products;
|
•
|
new delivery platforms may lead to pricing restrictions, loss of distribution control, or loss of direct relationships 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, impairing our ability to generate digital revenues.
|
•
|
declines in overall newsprint supply due to paper mill closures or conversions to other grades of paper;
|
•
|
increases in supplier operating expenses due to rising raw material or energy costs or other factors;
|
•
|
reduction in the number of suppliers due to continuing consolidation of newsprint mills in the U.S. and Canada;
|
•
|
decreases in our current consumption levels; and
|
•
|
our inability to maintain existing relationships with our newsprint suppliers.
|
•
|
improper disclosures of personal data or confidential information;
|
•
|
expenditures of significant resources to remedy the breach and defend against further attacks;
|
•
|
diversion of management's attention and resources; and
|
•
|
liability under laws that protect personal data.
|
•
|
distraction of management attention from our current business operations;
|
•
|
strain on our human resources;
|
•
|
insufficient new revenue to offset expenses;
|
•
|
integration challenges arising from combining company cultures and facilities;
|
•
|
failure to achieve expected synergies or implement effective cost controls;
|
•
|
inability to integrate acquired digital products, services or technologies into our existing business's offerings;
|
•
|
inability to retain key employees of acquired businesses;
|
•
|
applicability of new regulatory or foreign law requirements; and
|
•
|
liabilities and other exposures not discovered in our due diligence process.
|
•
|
our inability to control the operations of our investee or partner;
|
•
|
our investee or partner's failure to achieve its business or financial goals or otherwise successfully implement its business plan; or
|
•
|
our inability to monetize an investment due to transfer restrictions and our lack of control over the timing or process for any potential disposition of our equity interest.
|
•
|
challenges or uncertainties arising from unexpected legal, political, or systemic events such as Brexit;
|
•
|
difficulties or delays in developing a network of clients in international markets;
|
•
|
restrictions on the ability of U.S. companies to do business in foreign countries;
|
•
|
different legal or regulatory requirements, including with respect to internet services, privacy and data protection, censorship, banking and money transmitting, and selling, which may limit or prevent the offering of our products in some jurisdictions or otherwise harm our business;
|
•
|
international intellectual property laws that may be insufficient to protect our intellectual property or permit us to successfully defend our intellectual property in international lawsuits;
|
•
|
different employee/employer relationships and the existence of workers' councils and labor unions, which could make it more difficult to terminate underperforming salespeople;
|
•
|
difficulties in staffing and managing foreign operations;
|
•
|
difficulties in accounts receivable collection;
|
•
|
currency fluctuations and price controls or other restrictions on foreign currency;
|
•
|
potential adverse tax consequences including difficulties in repatriating earnings generated abroad; and
|
•
|
lack of infrastructure to adequately conduct electronic commerce transactions.
|
•
|
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.
|
•
|
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, 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
|
|
|
Second
|
$
|
14.10
|
|
|
$
|
17.72
|
|
|
Third
|
$
|
11.25
|
|
|
$
|
14.42
|
|
|
Fourth
|
$
|
7.30
|
|
|
$
|
12.39
|
|
2017
|
First
(a)
|
$
|
8.24
|
|
|
$
|
10.22
|
|
(a)
|
Through February 17, 2017.
|
Period
|
Number of Shares Repurchased
|
|
Weighted Average Cost per Share
|
|
Total Number of
Shares Purchased as
Part of Publicly
Announced Program
|
|
Approximate Dollar Value
of Shares that May Yet
Be Repurchased
Under the Program
|
||||||
Repurchases from October, 31 2016 through November 27, 2016
|
3,750,000
|
|
|
$
|
8.71
|
|
|
3,750,000
|
|
|
$
|
117,332,871
|
|
•
|
A.H. Belo Corporation
|
•
|
Lee Enterprises, Inc.
|
•
|
The McClatchy Company
|
•
|
Meredith Corporation
|
•
|
New Media Investment Group, Inc.
|
•
|
The New York Times Company
|
•
|
News Corporation
|
•
|
Time, Inc.
|
•
|
tronc, Inc.
|
•
|
Angie's List, Inc.
|
•
|
Yelp Inc.
|
•
|
Harte-Hanks, Inc.
|
|
Jun. 2015
|
|
Sept. 2015
|
|
Dec. 2015
|
|
Mar. 2016
|
|
Jun. 2016
|
|
Sept. 2016
|
|
Dec. 2016
|
||||||||||||||
Gannett Co., Inc.
|
$
|
100.00
|
|
|
$
|
105.51
|
|
|
$
|
117.16
|
|
|
$
|
112.38
|
|
|
$
|
104.76
|
|
|
$
|
87.86
|
|
|
$
|
75.08
|
|
S&P 500 Index
|
$
|
100.00
|
|
|
$
|
93.82
|
|
|
$
|
101.23
|
|
|
$
|
100.57
|
|
|
$
|
101.19
|
|
|
$
|
108.07
|
|
|
$
|
113.66
|
|
Peer Group
|
$
|
100.00
|
|
|
$
|
81.03
|
|
|
$
|
88.00
|
|
|
$
|
80.17
|
|
|
$
|
81.36
|
|
|
$
|
96.22
|
|
|
$
|
91.76
|
|
Year
|
Name
|
Location
|
Description
|
2015
|
Texas-New Mexico
Newspapers Partnership
|
Texas, New Mexico, Pennsylvania
|
Media company with print and digital publishing operations
|
|
Romanes Media Group
|
Scotland, Berkshire, Northern Ireland
|
Media company with print and digital publishing operations
|
2016
|
Journal Media Group
|
Milwaukee, Wisconsin
|
Media company with print and digital publishing operations
|
|
North Jersey Media Group
|
Woodland Park, New Jersey
|
Media company with print and digital publishing operations
|
|
ReachLocal
|
Woodland Hills, California
|
Digital marketing solutions firm
|
•
|
Macroeconomic trends and conditions;
|
•
|
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 digital businesses;
|
•
|
Risks associated with the operation of an increasingly digital business, such as rapid technological changes, frequent new product introductions, declines in web traffic levels, technical failures and proliferation of ad blocking technologies;
|
•
|
Competitive pressures in the markets in which we operate;
|
•
|
An increase in newsprint costs over the levels anticipated;
|
•
|
Potential disruption or interruption of our IT systems due to accidents, extraordinary weather events, civil unrest, political events, terrorism or cyber security attacks;
|
•
|
Variability in the exchange rate relative to the U.S. dollar of currencies in foreign jurisdictions in which we operate;
|
•
|
Risks and uncertainties related to strategic acquisitions or investments, including distraction of management attention, incurrence of additional debt, integration challenges, and failure to realize expected benefits or synergies or to operate businesses effectively following acquisitions;
|
•
|
Risks and uncertainties associated with our ReachLocal segment, including its significant reliance on Google for media purchases, its international operations and its ability to develop and gain market acceptance for new products or services;
|
•
|
Our ability to protect our intellectual property or defend successfully against infringement claims;
|
•
|
Our ability to attract and retain employees;
|
•
|
Labor relations, including, but not limited to, labor disputes which may cause business interruptions, revenue declines or increased labor costs;
|
•
|
Risks associated with our underfunded pension plans;
|
•
|
Adverse outcomes in litigation or proceedings with governmental authorities or administrative agencies, or changes in the regulatory environment, any of which could encumber or impede our efforts to improve operating results or the value of assets;
|
•
|
Our inability to engage in certain corporate transactions following the separation;
|
•
|
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; and
|
•
|
Other uncertainties relating to general economic, political, business, industry, regulatory and market conditions.
|
•
|
Acquisition of ReachLocal, Inc. (ReachLocal)
– In
August 2016
, we completed the acquisition of
100%
of the outstanding common stock of ReachLocal, which offers online marketing, digital advertising, software-as-a-service, and web presence products and solutions to small and medium sized businesses. Our year-to-date
2016
results reflect revenues of
$110.1 million
since the acquisition. In connection with the ReachLocal acquisition, we established a separate reportable segment that reflects its results since the acquisition date.
|
•
|
Acquisition of Certain Assets of North Jersey Media Group (NJMG)
– In
July 2016
, we completed the acquisition of certain assets of NJMG, a media company with print and digital publishing operations serving primarily the northern New Jersey market. Our year-to-date
2016
results reflect revenues of
$40.5 million
since the acquisition.
|
•
|
Acquisition of Journal Media Group (JMG)
– In
April 2016
, we completed the acquisition of
100%
of the outstanding common stock of JMG, a media company with print and digital publishing operations serving
15
U.S. markets in
nine
states. Our year-to-date
2016
results reflect revenues of
$299.8 million
since the acquisition.
|
•
|
Acquisition of Texas-New Mexico Newspaper Partnership (TNP) and Romanes Media Group (RMG)
– In
June 2015
, we completed the acquisition of the remaining
59.4%
interest in TNP that we did not own from Digital First Media. We completed the acquisition through the assignment of our
19.5%
interest in the California Newspapers Partnership (CNP) and additional cash consideration. Our year-to-date
2016
results reflect TNP revenues of
$70.8 million
and
$46.3 million
in
2016
and
2015
, respectively. In
May 2015
, Newsquest acquired RMG, one of the leading regional media groups in the U.K. RMG publishes local newspapers in Scotland, Berkshire, and Northern Ireland, and its portfolio is comprised of
one
daily newspaper and
28
weekly newspapers and their associated websites. Our year-to-date
2016
results reflect RMG revenues of
$21.2 million
and
$15.9 million
in
2016
and
2015
, respectively.
|
•
|
Facility Consolidation and Asset Impairment Charges
– We evaluated the carrying values of property, plant, and equipment at certain sites because of facility consolidation efforts, and we revised the useful lives of certain assets to reflect the use of those assets over a shortened period as a result. In addition, we had asset impairment charges related to our intangible assets. We recorded pre-tax charges for facility consolidations and asset impairments of
$58.2 million
in
2016
,
$34.3 million
in
2015
, and
$35.2 million
in
2014
. We also recorded accelerated depreciation of
$3.2 million
in
2016
as well as non-operating impairments of
$3.1 million
in
2016
and
$0.7 million
in
2015
. No accelerated depreciation was recorded in
2015
and
2014
, and no non-operating impairments were recorded in
2014
.
|
•
|
Severance-related Expenses
– We have initiated various cost reduction and severance-related actions.
|
•
|
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. In
2016
, from the beginning of the year through the anniversary date of the new agreements, there was
$30.1 million
of revenue negatively impacted by the new agreements. In
2015
, from the date of the new agreements through the end of the year, there was
$33.0 million
of revenue negatively impacted by the new agreements.
|
•
|
Foreign Currency
– In
2016
, there was a weakening in the British pound sterling to the U.S. dollar. With respect to Newsquest, results for the year ended
December 25, 2016
were translated from the British pound sterling to U.S. dollars at an average rate of
1.36
compared to
1.53
for the year ended
December 27, 2015
. This
11%
decline in the exchange rate unfavorably impacted
2016
revenue comparisons by approximately
$42 million
.
|
In thousands, except per share amounts
|
|
|
|
|
|
|
|
|
|
||||||||
|
2016
|
|
2015
|
|
Change
|
|
2014
|
|
Change
|
||||||||
Operating revenues:
|
|
|
|
|
|
|
|
|
|
||||||||
Publishing
|
$
|
2,933,095
|
|
|
$
|
2,881,218
|
|
|
2
|
%
|
|
$
|
3,171,878
|
|
|
(9
|
%)
|
ReachLocal
|
110,144
|
|
|
—
|
|
|
***
|
|
|
—
|
|
|
***
|
|
|||
Corporate and other
|
4,235
|
|
|
3,794
|
|
|
12
|
%
|
|
—
|
|
|
***
|
|
|||
Total operating revenues
|
3,047,474
|
|
|
2,885,012
|
|
|
6
|
%
|
|
3,171,878
|
|
|
(9
|
%)
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||||
Publishing
|
2,692,036
|
|
|
2,624,626
|
|
|
3
|
%
|
|
2,877,380
|
|
|
(9
|
%)
|
|||
ReachLocal
|
128,872
|
|
|
—
|
|
|
***
|
|
|
—
|
|
|
***
|
|
|||
Corporate and other
|
147,478
|
|
|
90,955
|
|
|
62
|
%
|
|
32,167
|
|
|
***
|
|
|||
Total operating expenses
|
2,968,386
|
|
|
2,715,581
|
|
|
9
|
%
|
|
2,909,547
|
|
|
(7
|
%)
|
|||
Operating income
|
79,088
|
|
|
169,431
|
|
|
(53
|
%)
|
|
262,331
|
|
|
(35
|
%)
|
|||
Non-operating income (expense), net
|
(12,660
|
)
|
|
24,544
|
|
|
***
|
|
|
15,934
|
|
|
54
|
%
|
|||
Income before income taxes
|
66,428
|
|
|
193,975
|
|
|
(66
|
%)
|
|
278,265
|
|
|
(30
|
%)
|
|||
Provision for income taxes
|
13,718
|
|
|
47,884
|
|
|
(71
|
%)
|
|
67,560
|
|
|
(29
|
%)
|
|||
Net income
|
$
|
52,710
|
|
|
$
|
146,091
|
|
|
(64
|
%)
|
|
$
|
210,705
|
|
|
(31
|
%)
|
Diluted earnings per share
|
$
|
0.44
|
|
|
$
|
1.25
|
|
|
(65
|
%)
|
|
$
|
1.83
|
|
|
(32
|
%)
|
•
|
Less: revenues or expenses for our
2016
publishing acquisitions from the date of the acquisition through the end of the year
|
•
|
Less: revenues or expenses for our
2015
publishing acquisitions from the beginning of fiscal year
2016
through the first year anniversary of their applicable acquisition date
|
•
|
Add (less): decreases (increases) in foreign currency translation impacts based on a constant currency calculation
|
•
|
Less: revenues or expenses for our
2015
publishing acquisitions from the date of the acquisition through the end of the year
|
•
|
Less: revenues or expenses for our
2014
publishing acquisitions from the beginning of fiscal year
2015
through the first year anniversary of their applicable acquisition date
|
•
|
Add (less): decreases (increases) in foreign currency translation impacts based on a constant currency calculation
|
In thousands
|
|
|
|
|
|
|
|
|
|
||||||||
|
2016
|
|
2015
|
|
Change
|
|
2014
|
|
Change
|
||||||||
Operating revenues:
|
|
|
|
|
|
|
|
|
|
||||||||
Advertising
|
$
|
1,603,515
|
|
|
$
|
1,611,445
|
|
|
—
|
%
|
|
$
|
1,840,067
|
|
|
(12
|
%)
|
Circulation
|
1,133,676
|
|
|
1,060,118
|
|
|
7
|
%
|
|
1,109,729
|
|
|
(4
|
%)
|
|||
Other
|
195,904
|
|
|
209,655
|
|
|
(7
|
%)
|
|
222,082
|
|
|
(6
|
%)
|
|||
Total operating revenues
|
2,933,095
|
|
|
2,881,218
|
|
|
2
|
%
|
|
3,171,878
|
|
|
(9
|
%)
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||||
Cost of sales
|
1,896,679
|
|
|
1,864,940
|
|
|
2
|
%
|
|
1,997,364
|
|
|
(7
|
%)
|
|||
Selling, general, and administrative expenses
|
632,084
|
|
|
622,224
|
|
|
2
|
%
|
|
739,855
|
|
|
(16
|
%)
|
|||
Depreciation
|
99,004
|
|
|
91,548
|
|
|
8
|
%
|
|
91,060
|
|
|
1
|
%
|
|||
Amortization
|
6,098
|
|
|
11,636
|
|
|
(48
|
%)
|
|
13,885
|
|
|
(16
|
%)
|
|||
Facility consolidation and asset impairment charges
|
58,171
|
|
|
34,278
|
|
|
70
|
%
|
|
35,216
|
|
|
(3
|
%)
|
|||
Total operating expenses
|
2,692,036
|
|
|
2,624,626
|
|
|
3
|
%
|
|
2,877,380
|
|
|
(9
|
%)
|
|||
Operating income
|
$
|
241,059
|
|
|
$
|
256,592
|
|
|
(6
|
%)
|
|
$
|
294,498
|
|
|
(13
|
%)
|
In thousands
|
|
||
|
2016
|
||
Operating revenues:
|
|
||
Advertising
|
$
|
100,280
|
|
Other
|
9,864
|
|
|
Total operating revenues
|
110,144
|
|
|
Operating expenses:
|
|
||
Cost of sales
|
67,958
|
|
|
Selling, general, and administrative expenses
|
48,678
|
|
|
Depreciation and amortization
|
12,236
|
|
|
Total operating expenses
|
128,872
|
|
|
Operating loss
|
$
|
(18,728
|
)
|
|
|
||
Active Clients
(a)
|
15,300
|
|
|
Active Product Units
(b)
|
27,900
|
|
(a)
|
Active Clients i
s a number calculated to approximate the number of clients served. Active Clients is calculated by adjusting the number of Active Product Units to combine clients with more than one Active Product Unit as a single Active Client. Clients with more than one location are generally reflected as multiple Active Clients. Because this number includes clients served through the National Brands, Agencies, and Resellers channel, Active Clients includes entities with which ReachLocal does not have a direct client relationship. Our National Brands, Agencies and Resellers channel is our separate sales channel targeting national brands, franchise and strategic accounts with operations in multiple local markets, as well as select third-party agencies and resellers. Numbers are rounded to the nearest hundred.
|
(b)
|
Active Product Units is a number we calculate to approximate the number of individual products, licenses, or services we are providing under contract for Active Clients. For example, if we were performing both ReachSearch and ReachDisplay campaigns for a client that also licenses ReachEdge, we consider that three Active Product Units. Similarly, if a client purchases ReachSearch campaigns for two different products or purposes, we consider that two Active Product Units. Numbers are rounded to the nearest hundred.
|
In thousands
|
|||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Net cash flow from operating activities
|
$
|
165,555
|
|
|
$
|
231,020
|
|
|
$
|
346,138
|
|
Net cash flow used for investing activities
|
(519,073
|
)
|
|
(43,312
|
)
|
|
(31,772
|
)
|
|||
Net cash flow from (used for) financing activities
|
271,418
|
|
|
(62,766
|
)
|
|
(320,735
|
)
|
|||
Effect of currency exchange rate change
|
(272
|
)
|
|
(193
|
)
|
|
(280
|
)
|
|||
Net increase (decrease) in cash
|
$
|
(82,372
|
)
|
|
$
|
124,749
|
|
|
$
|
(6,649
|
)
|
In thousands
|
|||||||||||||||||
|
2016
|
|
Change
|
|
2015
|
|
Change
|
|
2014
|
||||||||
Net income (GAAP basis)
|
$
|
52,710
|
|
|
(64
|
%)
|
|
$
|
146,091
|
|
|
(31
|
%)
|
|
$
|
210,705
|
|
Provision for income taxes
|
13,718
|
|
|
(71
|
%)
|
|
47,884
|
|
|
(29
|
%)
|
|
67,560
|
|
|||
Equity income in unconsolidated
investees, net
|
(1,519
|
)
|
|
(87
|
%)
|
|
(11,981
|
)
|
|
(24
|
%)
|
|
(15,857
|
)
|
|||
Interest expense
|
12,791
|
|
|
***
|
|
|
4,562
|
|
|
***
|
|
|
576
|
|
|||
Other non-operating items
|
1,388
|
|
|
***
|
|
|
(17,125
|
)
|
|
***
|
|
|
(653
|
)
|
|||
Operating income
(GAAP basis)
|
$
|
79,088
|
|
|
(53
|
%)
|
|
$
|
169,431
|
|
|
(35
|
%)
|
|
$
|
262,331
|
|
Early retirement program
|
837
|
|
|
(98
|
%)
|
|
42,081
|
|
|
***
|
|
|
—
|
|
|||
Severance-related charges
|
42,689
|
|
|
41
|
%
|
|
30,185
|
|
|
52
|
%
|
|
19,797
|
|
|||
Acquisition-related items
|
32,683
|
|
|
***
|
|
|
—
|
|
|
***
|
|
|
—
|
|
|||
Facility consolidation and asset
impairment charges
|
58,171
|
|
|
70
|
%
|
|
34,278
|
|
|
(3
|
%)
|
|
35,216
|
|
|||
Other items
|
3,181
|
|
|
(60
|
%)
|
|
7,988
|
|
|
(82
|
%)
|
|
43,804
|
|
|||
Depreciation
|
118,092
|
|
|
23
|
%
|
|
95,916
|
|
|
(1
|
%)
|
|
97,178
|
|
|||
Amortization
|
14,872
|
|
|
28
|
%
|
|
11,636
|
|
|
(16
|
%)
|
|
13,885
|
|
|||
Adjusted EBITDA
(non-GAAP basis)
|
$
|
349,613
|
|
|
(11
|
%)
|
|
$
|
391,515
|
|
|
(17
|
%)
|
|
$
|
472,211
|
|
In thousands
|
|||||||||||||||||
|
2016
|
|
Change
|
|
2015
|
|
Change
|
|
2014
|
||||||||
Operating income (GAAP basis)
|
$
|
241,059
|
|
|
(6
|
%)
|
|
$
|
256,592
|
|
|
(13
|
%)
|
|
$
|
294,498
|
|
Early retirement program
|
837
|
|
|
(98
|
%)
|
|
36,772
|
|
|
***
|
|
|
—
|
|
|||
Severance-related charges
|
41,963
|
|
|
39
|
%
|
|
30,185
|
|
|
52
|
%
|
|
19,797
|
|
|||
Acquisition-related items
|
777
|
|
|
***
|
|
|
—
|
|
|
***
|
|
|
—
|
|
|||
Facility consolidation and asset
impairment charges
|
58,171
|
|
|
70
|
%
|
|
34,278
|
|
|
(3
|
%)
|
|
35,216
|
|
|||
Other items
|
1,860
|
|
|
(77
|
%)
|
|
7,988
|
|
|
(82
|
%)
|
|
43,804
|
|
|||
Depreciation
|
99,004
|
|
|
8
|
%
|
|
91,548
|
|
|
1
|
%
|
|
91,060
|
|
|||
Amortization
|
6,098
|
|
|
(48
|
%)
|
|
11,636
|
|
|
(16
|
%)
|
|
13,885
|
|
|||
Adjusted EBITDA (non-GAAP basis)
|
$
|
449,769
|
|
|
(4
|
%)
|
|
$
|
468,999
|
|
|
(6
|
%)
|
|
$
|
498,260
|
|
In thousands
|
|
||
|
2016
|
||
Operating loss (GAAP basis)
|
$
|
(18,728
|
)
|
Severance-related charges
|
640
|
|
|
Depreciation
|
3,462
|
|
|
Amortization
|
8,774
|
|
|
Adjusted EBITDA (non-GAAP basis)
|
$
|
(5,852
|
)
|
In thousands
|
|||||||||||
|
2016
|
|
2015
|
|
Change
|
||||||
Net cash flow from operating activities
|
$
|
165,555
|
|
|
$
|
231,020
|
|
|
$
|
(65,465
|
)
|
Capital expenditures
|
(60,048
|
)
|
|
(53,979
|
)
|
|
(6,069
|
)
|
|||
Free cash flow
|
$
|
105,507
|
|
|
$
|
177,041
|
|
|
$
|
(71,534
|
)
|
In thousands
|
Payments Due by Period
|
||||||||||||||||||
|
Total
|
|
2017
|
|
2018 - 2019
|
|
2020 - 2021
|
|
Thereafter
|
||||||||||
Operating leases
(a)
|
$
|
395,251
|
|
|
$
|
53,071
|
|
|
$
|
97,168
|
|
|
$
|
78,016
|
|
|
$
|
166,996
|
|
Purchase obligations
(b)
|
751,661
|
|
|
159,202
|
|
|
193,596
|
|
|
137,491
|
|
|
261,372
|
|
|||||
Other noncurrent liabilities
(c)
|
46,911
|
|
|
41,950
|
|
|
529
|
|
|
232
|
|
|
4,200
|
|
|||||
Gannett Retirement Plan contributions
(d)
|
115,000
|
|
|
25,000
|
|
|
50,000
|
|
|
40,000
|
|
|
—
|
|
|||||
Total
|
$
|
1,308,823
|
|
|
$
|
279,223
|
|
|
$
|
341,293
|
|
|
$
|
255,739
|
|
|
$
|
432,568
|
|
(a)
|
See
Note 12 — Commitments, contingencies and other matters
to the consolidated and combined financial statements.
|
(b)
|
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
December 25, 2016
, are reflected in the Consolidated Balance Sheets as accounts payable and accrued liabilities and are excluded from the table above.
|
(c)
|
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, the Gannett Retiree Welfare Plan, and a SERP plan which was assumed pursuant to our acquisition of JMG. 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 Newspaper Guild of Detroit Plan. Expected employer contributions for these plans are included for the following fiscal year only, including
$19 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.
|
(d)
|
Consists of amounts we are contractually obligated to contribute to the GRP. This total does not include additional contributions which may be required to meet IRS minimum funding standards as these contributions are subject to uncertainties regarding significant assumptions involved in their estimation, such as interest rate levels as well as the amount and timing of invested asset returns.
|
Cash dividends
|
Payment Date
|
|
Per Share
|
|||
2016
|
4th Quarter
|
Dec. 19, 2016
|
|
$
|
0.16
|
|
|
3rd Quarter
|
Sept. 19, 2016
|
|
$
|
0.16
|
|
|
2nd Quarter
|
Jun. 20, 2016
|
|
$
|
0.16
|
|
|
1st Quarter
|
Apr. 1, 2016
|
|
$
|
0.16
|
|
2015
|
4th Quarter
|
Jan. 4, 2016
|
|
$
|
0.16
|
|
|
3rd Quarter
|
Oct. 1, 2015
|
|
$
|
0.16
|
|
|
Page
|
|
|
FINANCIAL STATEMENTS
|
|
|
|
GANNETT CO., INC.
CONSOLIDATED BALANCE SHEETS
|
|||||||
In thousands, except share data
|
|||||||
Assets
|
Dec. 25, 2016
|
|
Dec. 27, 2015
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
114,324
|
|
|
$
|
196,696
|
|
Accounts receivable, less allowance for doubtful accounts of $10,317 and $8,836, respectively
|
358,041
|
|
|
330,473
|
|
||
Other receivables
|
25,863
|
|
|
36,114
|
|
||
Inventories
|
40,426
|
|
|
25,777
|
|
||
Assets held for sale
|
4,522
|
|
|
12,288
|
|
||
Prepaid income taxes
|
30,009
|
|
|
935
|
|
||
Prepaid expenses and other current assets
|
30,321
|
|
|
27,253
|
|
||
Total current assets
|
603,506
|
|
|
629,536
|
|
||
Property, plant and equipment, net
|
1,087,701
|
|
|
896,585
|
|
||
Goodwill
|
698,288
|
|
|
575,685
|
|
||
Intangible assets, net
|
154,644
|
|
|
59,713
|
|
||
Deferred income taxes (see Notes 1 and 10)
|
218,232
|
|
|
201,991
|
|
||
Investments and other assets
|
82,310
|
|
|
64,289
|
|
||
Total assets
|
$
|
2,844,681
|
|
|
$
|
2,427,799
|
|
|
|
|
|
||||
Liabilities and equity
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Accounts payable and accrued liabilities
|
$
|
438,724
|
|
|
$
|
393,026
|
|
Dividends payable
|
—
|
|
|
18,501
|
|
||
Deferred income
|
133,263
|
|
|
78,967
|
|
||
Total current liabilities
|
571,987
|
|
|
490,494
|
|
||
Income taxes
|
25,467
|
|
|
22,221
|
|
||
Postretirement medical and life insurance liabilities (see Note 1)
|
90,134
|
|
|
87,594
|
|
||
Pension liabilities (see Note 1)
|
739,262
|
|
|
612,443
|
|
||
Long-term portion of revolving credit facility
|
400,000
|
|
|
—
|
|
||
Other noncurrent liabilities
|
161,070
|
|
|
156,471
|
|
||
Total noncurrent liabilities
|
1,415,933
|
|
|
878,729
|
|
||
Total liabilities
|
1,987,920
|
|
|
1,369,223
|
|
||
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,
116,624,726 issued as of Dec. 25, 2016 and 115,668,957 issued as of Dec. 27, 2015
|
1,166
|
|
|
1,156
|
|
||
Treasury stock at cost, 3,750,000 shares and none, respectively
|
(32,667
|
)
|
|
—
|
|
||
Additional paid-in capital (see Note 1)
|
1,769,905
|
|
|
1,708,291
|
|
||
Retained earnings
|
1,269
|
|
|
22,553
|
|
||
Accumulated other comprehensive loss (see Note 1)
|
(882,912
|
)
|
|
(673,424
|
)
|
||
Total equity
|
856,761
|
|
|
1,058,576
|
|
||
Total liabilities and equity
|
$
|
2,844,681
|
|
|
$
|
2,427,799
|
|
GANNETT CO., INC.
CONSOLIDATED AND COMBINED STATEMENTS OF INCOME
|
|||||||||||
In thousands, except per share amounts
|
|||||||||||
Fiscal year ended
|
Dec. 25, 2016
|
|
Dec. 27, 2015
|
|
Dec. 28, 2014
|
||||||
Operating revenues:
|
|
|
|
|
|
||||||
Advertising
|
$
|
1,703,795
|
|
|
$
|
1,611,445
|
|
|
$
|
1,840,067
|
|
Circulation
|
1,133,676
|
|
|
1,060,118
|
|
|
1,109,729
|
|
|||
Other
|
210,003
|
|
|
213,449
|
|
|
222,082
|
|
|||
Total operating revenues
|
3,047,474
|
|
|
2,885,012
|
|
|
3,171,878
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
Cost of sales and operating expenses
|
1,969,853
|
|
|
1,866,729
|
|
|
1,997,803
|
|
|||
Selling, general and administrative expenses
|
807,398
|
|
|
707,022
|
|
|
765,465
|
|
|||
Depreciation
|
118,092
|
|
|
95,916
|
|
|
97,178
|
|
|||
Amortization
|
14,872
|
|
|
11,636
|
|
|
13,885
|
|
|||
Facility consolidation and asset impairment charges
|
58,171
|
|
|
34,278
|
|
|
35,216
|
|
|||
Total operating expenses
|
2,968,386
|
|
|
2,715,581
|
|
|
2,909,547
|
|
|||
Operating income
|
79,088
|
|
|
169,431
|
|
|
262,331
|
|
|||
Non-operating income (expense):
|
|
|
|
|
|
||||||
Equity income in unconsolidated investees, net
|
1,519
|
|
|
11,981
|
|
|
15,857
|
|
|||
Interest expense
|
(12,791
|
)
|
|
(4,562
|
)
|
|
(576
|
)
|
|||
Other non-operating items, net
|
(1,388
|
)
|
|
17,125
|
|
|
653
|
|
|||
Total non-operating income (expense)
|
(12,660
|
)
|
|
24,544
|
|
|
15,934
|
|
|||
Income before income taxes
|
66,428
|
|
|
193,975
|
|
|
278,265
|
|
|||
Provision for income taxes
|
13,718
|
|
|
47,884
|
|
|
67,560
|
|
|||
Net income
|
$
|
52,710
|
|
|
$
|
146,091
|
|
|
$
|
210,705
|
|
Net income per share—basic
|
$
|
0.45
|
|
|
$
|
1.27
|
|
|
$
|
1.83
|
|
Net income per share—diluted
|
$
|
0.44
|
|
|
$
|
1.25
|
|
|
$
|
1.83
|
|
GANNETT CO., INC.
CONSOLIDATED AND COMBINED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
|
||||||||||||
In thousands
|
||||||||||||
Fiscal year ended
|
Dec. 25, 2016
|
|
Dec. 27, 2015
|
|
Dec. 28, 2014
|
|||||||
Net income
|
$
|
52,710
|
|
|
$
|
146,091
|
|
|
$
|
210,705
|
|
|
Other comprehensive income (loss), before tax:
|
|
|
|
|
|
|||||||
Foreign currency translation adjustments
|
(84,526
|
)
|
|
(19,390
|
)
|
|
(27,414
|
)
|
||||
Pension and other postretirement benefit items:
|
|
|
|
|
|
|||||||
Actuarial loss:
|
|
|
|
|
|
|||||||
Actuarial loss arising during the period
|
(334,653
|
)
|
|
(54,142
|
)
|
|
(429,402
|
)
|
||||
Amortization of actuarial loss
|
62,155
|
|
|
58,148
|
|
|
42,446
|
|
||||
Prior service credit (cost):
|
|
|
|
|
|
|||||||
Change in prior service credit (cost)
|
(1,002
|
)
|
|
—
|
|
|
36,873
|
|
||||
Amortization of prior service cost (credit)
|
1,883
|
|
|
(2,722
|
)
|
|
(4,454
|
)
|
||||
Settlement charge
|
(49
|
)
|
|
1,254
|
|
|
—
|
|
||||
Transfer from Separation
|
—
|
|
|
24,180
|
|
|
—
|
|
||||
Other
|
67,959
|
|
|
15,544
|
|
|
23,634
|
|
||||
Pension and other postretirement benefit items
|
(203,707
|
)
|
|
42,262
|
|
|
(330,903
|
)
|
||||
Other comprehensive income (loss) before tax
|
(288,233
|
)
|
|
22,872
|
|
|
(358,317
|
)
|
||||
Income tax effect related to components of other comprehensive income (loss)
|
78,745
|
|
|
(18,184
|
)
|
|
122,186
|
|
||||
Other comprehensive income (loss), net of tax
|
(209,488
|
)
|
|
4,688
|
|
|
(236,131
|
)
|
||||
Comprehensive income (loss)
|
$
|
(156,778
|
)
|
|
$
|
150,779
|
|
|
$
|
(25,426
|
)
|
GANNETT CO., INC.
CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS
|
||||||||||||
In thousands
|
|
|
|
|
|
|||||||
Fiscal year ended
|
Dec. 25, 2016
|
|
Dec. 27, 2015
|
|
Dec. 28, 2014
|
|||||||
Cash flows from operating activities
|
|
|
|
|
|
|||||||
Net income
|
$
|
52,710
|
|
|
$
|
146,091
|
|
|
$
|
210,705
|
|
|
Adjustments to reconcile net income to operating cash flows:
|
|
|
|
|
|
|||||||
Gain on acquisition
|
—
|
|
|
(21,799
|
)
|
|
—
|
|
||||
Depreciation
|
118,092
|
|
|
95,916
|
|
|
97,178
|
|
||||
Amortization
|
14,872
|
|
|
11,636
|
|
|
13,885
|
|
||||
Facility consolidation and asset impairment charges (see Notes 4 and 5)
|
58,171
|
|
|
34,278
|
|
|
35,216
|
|
||||
Stock-based compensation — equity awards
|
20,576
|
|
|
20,623
|
|
|
17,099
|
|
||||
Provision for deferred income taxes
|
15,734
|
|
|
47,380
|
|
|
48,943
|
|
||||
Pension and other postretirement expense, net of contributions
|
(84,600
|
)
|
|
(134,907
|
)
|
|
(100,984
|
)
|
||||
Equity income in unconsolidated investees, net (see Notes 4 and 6)
|
(1,519
|
)
|
|
(11,981
|
)
|
|
(15,857
|
)
|
||||
Decrease in accounts receivable
|
28,132
|
|
|
33,376
|
|
|
30,753
|
|
||||
Decrease (increase) in other receivables
|
6,836
|
|
|
(24,961
|
)
|
|
(4,988
|
)
|
||||
Decrease (increase) in inventories
|
(7,504
|
)
|
|
14,023
|
|
|
9,577
|
|
||||
Increase (decrease) in accounts payable
|
(22,485
|
)
|
|
16,844
|
|
|
23,298
|
|
||||
Increase (decrease) in interest and taxes payable
|
3,246
|
|
|
(9,349
|
)
|
|
(30,871
|
)
|
||||
Increase (decrease) in accrued expenses
|
(25,517
|
)
|
|
44,787
|
|
|
(21,544
|
)
|
||||
Increase (decrease) in deferred income
|
2,700
|
|
|
(2,894
|
)
|
|
(1,471
|
)
|
||||
Other, net
|
(13,889
|
)
|
|
(28,043
|
)
|
|
35,199
|
|
||||
Net cash flows from operating activities
|
165,555
|
|
|
231,020
|
|
|
346,138
|
|
||||
Cash flows used for investing activities
|
|
|
|
|
|
|||||||
Purchase of property, plant and equipment
|
(60,048
|
)
|
|
(53,979
|
)
|
|
(72,307
|
)
|
||||
Payments for acquisitions, net of cash acquired
|
(464,065
|
)
|
|
(28,668
|
)
|
|
(113
|
)
|
||||
Payments for investments
|
(12,419
|
)
|
|
(2,750
|
)
|
|
(2,500
|
)
|
||||
Proceeds from investments
|
13
|
|
|
12,402
|
|
|
18,629
|
|
||||
Proceeds from sale of certain assets
|
17,405
|
|
|
29,683
|
|
|
24,519
|
|
||||
Changes in other investing activities
|
41
|
|
|
—
|
|
|
—
|
|
||||
Net cash used for investing activities
|
(519,073
|
)
|
|
(43,312
|
)
|
|
(31,772
|
)
|
||||
Cash flows from (used for) financing activities
|
|
|
|
|
|
|||||||
Proceeds from borrowings under revolving credit facilities
|
480,000
|
|
|
—
|
|
|
—
|
|
||||
Repayments of borrowings under revolving credit facilities
|
(80,000
|
)
|
|
—
|
|
|
—
|
|
||||
Dividends paid
|
(92,495
|
)
|
|
(18,462
|
)
|
|
—
|
|
||||
Cost of common shares repurchased
|
(32,667
|
)
|
|
—
|
|
|
—
|
|
||||
Proceeds from issuance of common stock upon settlement of stock awards
|
562
|
|
|
6,615
|
|
|
—
|
|
||||
Payments for employee taxes withheld from stock awards
|
(3,667
|
)
|
|
—
|
|
|
—
|
|
||||
Transactions with former parent, net
|
—
|
|
|
(49,701
|
)
|
|
(319,422
|
)
|
||||
Deferred payments for acquisitions
|
—
|
|
|
(1,218
|
)
|
|
(1,313
|
)
|
||||
Changes in other financing activities
|
(315
|
)
|
|
—
|
|
|
—
|
|
||||
Net cash from (used for) financing activities
|
271,418
|
|
|
(62,766
|
)
|
|
(320,735
|
)
|
||||
Effect of currency exchange rate change
|
(272
|
)
|
|
(193
|
)
|
|
(280
|
)
|
||||
Increase (decrease) in cash and cash equivalents
|
(82,372
|
)
|
|
124,749
|
|
|
(6,649
|
)
|
||||
Balance of cash and cash equivalents at beginning of year
|
196,696
|
|
|
71,947
|
|
|
78,596
|
|
||||
Balance of cash and cash equivalents at end of year
|
$
|
114,324
|
|
|
$
|
196,696
|
|
|
$
|
71,947
|
|
GANNETT CO., INC.
CONSOLIDATED AND COMBINED STATEMENTS OF EQUITY
|
|||||||||||||||||||||||||||
|
|
|
|
||||||||||||||||||||||||
In thousands, except per share amounts
|
Common
Stock
$0.01 Par
Value
|
|
Treasury Stock
|
|
Additional
Paid-in
Capital
|
|
Retained
Earnings
|
|
Accumulated Other Comprehensive Loss
|
|
Former parent's investment, net
|
|
Total
|
||||||||||||||
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
|
|
Net income, 2016
|
—
|
|
|
—
|
|
|
—
|
|
|
52,710
|
|
|
—
|
|
|
—
|
|
|
52,710
|
|
|||||||
Other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(209,488
|
)
|
|
—
|
|
|
(209,488
|
)
|
|||||||
Total comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(156,778
|
)
|
|||||||
Dividends declared, 2016: $0.64 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
(73,994
|
)
|
|
—
|
|
|
—
|
|
|
(73,994
|
)
|
|||||||
Purchase of treasury stock
|
—
|
|
|
(32,667
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(32,667
|
)
|
|||||||
Stock options exercised
|
1
|
|
|
—
|
|
|
561
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
562
|
|
|||||||
Restricted stock awards settled
|
5
|
|
|
—
|
|
|
(5,822
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,817
|
)
|
|||||||
Performance share units settled
|
4
|
|
|
—
|
|
|
(3,002
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,998
|
)
|
|||||||
Stock-based compensation
(see Notes 1 and 10)
|
—
|
|
|
—
|
|
|
20,576
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,576
|
|
|||||||
Other activity (see Notes 1 and 10)
|
—
|
|
|
—
|
|
|
49,301
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
49,301
|
|
|||||||
Balance: Dec. 25, 2016
|
$
|
1,166
|
|
|
$
|
(32,667
|
)
|
|
$
|
1,769,905
|
|
|
$
|
1,269
|
|
|
$
|
(882,912
|
)
|
|
$
|
—
|
|
|
$
|
856,761
|
|
In thousands
|
Dec. 25, 2016
|
|
Dec. 27, 2015
|
||||
Land
|
$
|
132,438
|
|
|
$
|
84,059
|
|
Buildings and Improvements
|
875,313
|
|
|
752,849
|
|
||
Machinery, equipment and fixtures
|
1,552,030
|
|
|
1,687,875
|
|
||
Construction in progress
|
9,817
|
|
|
17,786
|
|
||
Total
|
2,569,598
|
|
|
2,542,569
|
|
||
Accumulated depreciation
|
(1,481,897
|
)
|
|
(1,645,984
|
)
|
||
Net property, plant and equipment
|
$
|
1,087,701
|
|
|
$
|
896,585
|
|
In thousands
|
Dec. 25, 2016
|
|
Dec. 27, 2015
|
||||
Compensation
|
$
|
105,402
|
|
|
$
|
115,602
|
|
Taxes
|
22,995
|
|
|
23,644
|
|
||
Benefits
|
36,114
|
|
|
38,811
|
|
||
Other
|
90,943
|
|
|
69,964
|
|
||
Total accrued liabilities
|
255,454
|
|
|
248,021
|
|
||
Accounts payable
|
183,270
|
|
|
145,005
|
|
||
Total accrued liabilities and accounts payable
|
$
|
438,724
|
|
|
$
|
393,026
|
|
In thousands
|
Dec. 25, 2016
|
|
Dec. 27, 2015
|
||||
Cash paid for taxes, net of refunds
|
$
|
25,719
|
|
|
$
|
38,707
|
|
Cash paid for interest
|
$
|
10,081
|
|
|
$
|
2,995
|
|
Accrued capital expenditures
|
$
|
5,639
|
|
|
$
|
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
|
|
||
Cash acquired
|
$
|
13,195
|
|
Other current assets
|
15,058
|
|
|
Property, plant and equipment
|
13,486
|
|
|
Developed technology
|
54,000
|
|
|
Customer relationships
|
22,500
|
|
|
Other intangible assets
|
12,000
|
|
|
Goodwill
|
119,481
|
|
|
Other noncurrent assets
|
9,852
|
|
|
Total assets acquired
|
259,572
|
|
|
Current liabilities
|
63,005
|
|
|
Noncurrent liabilities
|
20,824
|
|
|
Total liabilities assumed
|
83,829
|
|
|
Net assets acquired
|
$
|
175,743
|
|
In thousands
|
|
||
Cash acquired
|
$
|
36,825
|
|
Other current assets
|
54,571
|
|
|
Property, plant and equipment
|
264,357
|
|
|
Mastheads
|
30,440
|
|
|
Customer relationships
|
12,440
|
|
|
Goodwill
|
24,347
|
|
|
Other noncurrent assets
|
3,825
|
|
|
Total assets acquired
|
426,805
|
|
|
Current liabilities
|
71,519
|
|
|
Noncurrent liabilities
|
60,240
|
|
|
Total liabilities assumed
|
131,759
|
|
|
Net assets acquired
|
$
|
295,046
|
|
|
Unaudited
|
||||||
In thousands, except per share amounts
|
2016
|
|
2015
|
||||
Total revenues
|
$
|
3,409,111
|
|
|
$
|
3,800,074
|
|
Net income
|
$
|
47,485
|
|
|
$
|
65,038
|
|
Earnings per share - diluted
|
$
|
0.40
|
|
|
$
|
0.56
|
|
In thousands
|
|
||
Current assets
|
$
|
12,310
|
|
Property, plant and equipment
|
20,672
|
|
|
Intangible assets
|
28,440
|
|
|
Goodwill
|
30,703
|
|
|
Total assets acquired
|
92,125
|
|
|
Current liabilities
|
10,860
|
|
|
Noncurrent liabilities
|
14,211
|
|
|
Total liabilities assumed
|
25,071
|
|
|
Net assets acquired
|
$
|
67,054
|
|
In thousands
|
EROPs
|
|
Other Severance Activities
|
|
Total
|
||||||
Balance at December 29, 2013
|
$
|
—
|
|
|
$
|
20,710
|
|
|
$
|
20,710
|
|
Payments
|
—
|
|
|
(28,985
|
)
|
|
(28,985
|
)
|
|||
Expense
|
—
|
|
|
19,797
|
|
|
19,797
|
|
|||
Adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|||
Balance at December 28, 2014
|
$
|
—
|
|
|
$
|
11,522
|
|
|
$
|
11,522
|
|
Payments
|
(10,591
|
)
|
|
(29,657
|
)
|
|
(40,248
|
)
|
|||
Expense
|
42,081
|
|
|
30,185
|
|
|
72,266
|
|
|||
Adjustments
|
240
|
|
|
—
|
|
|
240
|
|
|||
Balance at December 27, 2015
|
$
|
31,730
|
|
|
$
|
12,050
|
|
|
$
|
43,780
|
|
Payments
|
(32,419
|
)
|
|
(36,003
|
)
|
|
(68,422
|
)
|
|||
Expense
|
837
|
|
|
42,689
|
|
|
43,526
|
|
|||
Adjustments
|
(68
|
)
|
|
(165
|
)
|
|
(233
|
)
|
|||
Balance at December 25, 2016
|
$
|
80
|
|
|
$
|
18,571
|
|
|
$
|
18,651
|
|
In thousands
|
Publishing
|
|
ReachLocal
|
|
Corporate and Other
|
|
Total
|
||||||||
2016
|
|
|
|
|
|
|
|
|
|||||||
EROPs
|
$
|
837
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
837
|
|
Other Severance Activities
|
41,963
|
|
|
640
|
|
|
86
|
|
|
42,689
|
|
||||
Total
|
$
|
42,800
|
|
|
$
|
640
|
|
|
$
|
86
|
|
|
$
|
43,526
|
|
2015
|
|
|
|
|
|
|
|
|
|
||||||
EROPs
|
$
|
36,772
|
|
|
$
|
—
|
|
|
$
|
5,309
|
|
|
$
|
42,081
|
|
Other Severance Activities
|
30,185
|
|
|
—
|
|
|
—
|
|
|
30,185
|
|
||||
Total
|
$
|
66,957
|
|
|
$
|
—
|
|
|
$
|
5,309
|
|
|
$
|
72,266
|
|
2014
|
|
|
|
|
|
|
|
|
|
||||||
EROPs
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Other Severance Activities
|
19,797
|
|
|
—
|
|
|
—
|
|
|
19,797
|
|
||||
Total
|
$
|
19,797
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
19,797
|
|
In thousands, except per share amounts
|
|||||||||||
2015
|
Pre-Tax
Amount
|
|
After-Tax
Amount |
|
Per Share Amount
|
||||||
Facility consolidation and asset impairment charges:
|
|||||||||||
Intangible assets
|
$
|
19,437
|
|
|
$
|
13,131
|
|
|
$
|
0.11
|
|
Property, plant and equipment
|
10,061
|
|
|
6,167
|
|
|
0.05
|
|
|||
Other
|
4,780
|
|
|
2,930
|
|
|
0.03
|
|
|||
Total facility consolidation and asset impairment charges against operations
|
$
|
34,278
|
|
|
$
|
22,228
|
|
|
$
|
0.19
|
|
Non-operating charges:
|
|
|
|
|
|
||||||
Equity method investments
|
658
|
|
|
404
|
|
|
—
|
|
|||
Total charges
|
$
|
34,936
|
|
|
$
|
22,632
|
|
|
$
|
0.19
|
|
In thousands, except per share amounts
|
|||||||||||
2014
|
Pre-Tax
Amount
|
|
After-Tax
Amount
|
|
Per Share Amount
|
||||||
Facility consolidation and asset impairment charges:
|
|||||||||||
Intangible assets
|
$
|
1,701
|
|
|
$
|
1,000
|
|
|
$
|
0.01
|
|
Property, plant and equipment
|
19,467
|
|
|
13,467
|
|
|
0.12
|
|
|||
Other
|
14,048
|
|
|
8,449
|
|
|
0.07
|
|
|||
Total facility consolidation and asset impairment charges against operations
|
$
|
35,216
|
|
|
$
|
22,916
|
|
|
$
|
0.20
|
|
In thousands
|
|||||||||||
|
Gross
|
|
Accumulated
Amortization
|
|
Net
|
||||||
Dec. 25, 2016
|
|
|
|
|
|
||||||
Goodwill
|
$
|
698,288
|
|
|
$
|
—
|
|
|
$
|
698,288
|
|
Indefinite-lived intangibles:
|
|
|
|
|
|
||||||
Mastheads and trade names
|
47,410
|
|
|
—
|
|
|
47,410
|
|
|||
Amortizable intangible assets:
|
|
|
|
|
|
||||||
Developed technology
|
54,000
|
|
|
(6,621
|
)
|
|
47,379
|
|
|||
Customer relationships
|
89,785
|
|
|
(41,495
|
)
|
|
48,290
|
|
|||
Other
|
12,800
|
|
|
(1,235
|
)
|
|
11,565
|
|
|||
Total
|
$
|
902,283
|
|
|
$
|
(49,351
|
)
|
|
$
|
852,932
|
|
Dec. 27, 2015
|
|
|
|
|
|
||||||
Goodwill
|
$
|
575,685
|
|
|
$
|
—
|
|
|
$
|
575,685
|
|
Indefinite-lived intangibles:
|
|
|
|
|
|
||||||
Mastheads and trade names
|
31,521
|
|
|
—
|
|
|
31,521
|
|
|||
Amortizable intangible assets:
|
|
|
|
|
|
||||||
Developed technology
|
—
|
|
|
—
|
|
|
—
|
|
|||
Customer relationships
|
68,005
|
|
|
(39,813
|
)
|
|
28,192
|
|
|||
Other
|
11,478
|
|
|
(11,478
|
)
|
|
—
|
|
|||
Total
|
$
|
686,689
|
|
|
$
|
(51,291
|
)
|
|
$
|
635,398
|
|
In thousands
|
|||||||||||
|
Publishing
|
|
ReachLocal
|
|
Consolidated
|
||||||
Balance at Dec. 28, 2014:
|
|
|
|
|
|
||||||
Goodwill
|
$
|
7,358,420
|
|
|
$
|
—
|
|
|
$
|
7,358,420
|
|
Accumulated impairment losses
|
(6,814,075
|
)
|
|
—
|
|
|
(6,814,075
|
)
|
|||
Net balance at Dec. 28, 2014
|
$
|
544,345
|
|
|
$
|
—
|
|
|
$
|
544,345
|
|
Activity during the year:
|
|
|
|
|
|
||||||
Acquisitions & adjustments
|
39,484
|
|
|
—
|
|
|
39,484
|
|
|||
Foreign currency exchange rate changes
|
(8,144
|
)
|
|
—
|
|
|
(8,144
|
)
|
|||
Total
|
$
|
31,340
|
|
|
$
|
—
|
|
|
$
|
31,340
|
|
Balance at Dec. 27, 2015:
|
|
|
|
|
|
||||||
Goodwill
|
7,297,752
|
|
|
—
|
|
|
7,297,752
|
|
|||
Accumulated impairment losses
|
(6,722,067
|
)
|
|
—
|
|
|
(6,722,067
|
)
|
|||
Net balance at Dec. 27, 2015
|
$
|
575,685
|
|
|
$
|
—
|
|
|
$
|
575,685
|
|
Activity during the year:
|
|
|
|
|
|
||||||
Acquisitions & adjustments
|
36,532
|
|
|
119,481
|
|
|
156,013
|
|
|||
Foreign currency exchange rate changes
|
(33,410
|
)
|
|
—
|
|
|
(33,410
|
)
|
|||
Total
|
$
|
3,122
|
|
|
$
|
119,481
|
|
|
$
|
122,603
|
|
Balance at Dec. 25, 2016:
|
|
|
|
|
|
||||||
Goodwill
|
6,925,236
|
|
|
119,481
|
|
|
7,044,717
|
|
|||
Accumulated impairment losses
|
(6,346,429
|
)
|
|
—
|
|
|
(6,346,429
|
)
|
|||
Net balance at Dec. 25, 2016
|
$
|
578,807
|
|
|
$
|
119,481
|
|
|
$
|
698,288
|
|
|
% Owned at
Dec. 25, 2016
|
|
TNI Partners
|
50.00
|
%
|
Albuquerque Publishing Company
(a)
|
40.00
|
%
|
Spirited Media, Inc.
|
31.58
|
%
|
NextGen Solutions, LLC
|
25.00
|
%
|
Digg, Inc.
|
15.00
|
%
|
Ponderay Newsprint Company
|
13.50
|
%
|
Time Razor, Inc.
|
7.06
|
%
|
(a)
|
Per the terms of our contract, the ownership percentage fluctuates marginally from month to month.
|
In thousands
|
|||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Service cost—benefits earned during the period
|
$
|
3,066
|
|
|
$
|
7,993
|
|
|
$
|
4,498
|
|
Interest cost on benefit obligation
|
125,903
|
|
|
131,149
|
|
|
145,433
|
|
|||
Expected return on plan assets
|
(183,697
|
)
|
|
(196,774
|
)
|
|
(206,164
|
)
|
|||
Amortization of prior service costs
|
6,677
|
|
|
6,893
|
|
|
6,967
|
|
|||
Amortization of actuarial loss
|
61,740
|
|
|
56,722
|
|
|
41,728
|
|
|||
Pension cost (benefit) for our plans and our allocated portions of former
parent-sponsored retirement plans
|
13,689
|
|
|
5,983
|
|
|
(7,538
|
)
|
|||
Participant data corrections
(a)
|
(145
|
)
|
|
—
|
|
|
—
|
|
|||
Settlement charge
|
(49
|
)
|
|
1,254
|
|
|
—
|
|
|||
Expense (credit) for retirement plans
|
$
|
13,495
|
|
|
$
|
7,237
|
|
|
$
|
(7,538
|
)
|
(a)
|
Refer to
Note 1 — Basis of presentation
for additional details regarding the impacts of the error in participant data identified.
|
In thousands
|
|||||||
|
Dec. 25, 2016
|
|
Dec. 27, 2015
|
||||
Change in benefit obligations
|
|
|
|
||||
Benefit obligations at beginning of year
|
$
|
3,184,795
|
|
|
$
|
3,433,581
|
|
Service cost
|
3,066
|
|
|
7,993
|
|
||
Interest cost
|
125,903
|
|
|
131,149
|
|
||
Plan amendments
|
500
|
|
|
—
|
|
||
Plan participants' contributions
|
4
|
|
|
8
|
|
||
Actuarial (gain) loss
|
266,925
|
|
|
(106,778
|
)
|
||
Foreign currency translation
|
(187,624
|
)
|
|
(40,679
|
)
|
||
Gross benefits paid
|
(211,882
|
)
|
|
(218,998
|
)
|
||
Acquisitions
|
4,736
|
|
|
26,308
|
|
||
Transfers out
|
(1,242
|
)
|
|
—
|
|
||
Settlements
|
—
|
|
|
(4,354
|
)
|
||
Participant data corrections
(a)
|
(23,600
|
)
|
|
—
|
|
||
Transfer from separation
|
—
|
|
|
(43,435
|
)
|
||
Benefit obligations at end of year
|
$
|
3,161,581
|
|
|
$
|
3,184,795
|
|
Change in plan assets
|
|
|
|
||||
Fair value of plan assets at beginning of year
|
$
|
2,558,627
|
|
|
$
|
2,654,889
|
|
Transfers
|
—
|
|
|
1,006
|
|
||
Actual return on plan assets
|
117,162
|
|
|
38,853
|
|
||
Plan participants' contributions
|
4
|
|
|
8
|
|
||
Employer contributions
|
88,340
|
|
|
128,179
|
|
||
Gross benefits paid
|
(211,882
|
)
|
|
(218,998
|
)
|
||
Acquisitions
|
—
|
|
|
26,179
|
|
||
Transfers out
|
(1,242
|
)
|
|
—
|
|
||
Settlements
|
—
|
|
|
(4,354
|
)
|
||
Foreign currency translation
|
(140,002
|
)
|
|
(30,411
|
)
|
||
Transfer from separation
|
—
|
|
|
(36,724
|
)
|
||
Fair value of plan assets at end of year
|
$
|
2,411,007
|
|
|
$
|
2,558,627
|
|
Funded status at end of year
|
$
|
750,574
|
|
|
$
|
626,168
|
|
Amounts recognized in Consolidated Balance Sheets
|
|||||||
Noncurrent assets
|
$
|
919
|
|
|
$
|
2,166
|
|
Accrued benefit cost—current
|
$
|
(12,230
|
)
|
|
$
|
(15,891
|
)
|
Accrued benefit cost—noncurrent
|
$
|
(739,263
|
)
|
|
$
|
(612,443
|
)
|
(a)
|
Refer to
Note 1 — Basis of presentation
for additional details regarding the impacts of the error in participant data identified.
|
In thousands
|
|||||||||||
|
Fair Value of
Plan Assets
|
|
Benefit
Obligation
|
|
Funded
Status
|
||||||
GRP
|
$
|
1,601,312
|
|
|
$
|
1,975,816
|
|
|
$
|
(374,504
|
)
|
SERP
(a)
|
—
|
|
|
109,952
|
|
|
(109,952
|
)
|
|||
Newsquest Plans
|
717,623
|
|
|
970,988
|
|
|
(253,365
|
)
|
|||
Newspaper Guild of Detroit Plan
|
92,072
|
|
|
101,065
|
|
|
(8,993
|
)
|
|||
JMG Plan
(a)
|
—
|
|
|
3,760
|
|
|
(3,760
|
)
|
|||
Total
|
$
|
2,411,007
|
|
|
$
|
3,161,581
|
|
|
$
|
(750,574
|
)
|
(a)
|
The SERP and JMG Plans are unfunded, unsecured liabilities.
|
In thousands
|
|
|
|
||||
|
Dec. 25, 2016
|
|
Dec. 27, 2015
|
||||
Accumulated benefit obligation
|
$
|
3,153,811
|
|
|
$
|
3,179,094
|
|
Fair value of plan assets
|
$
|
2,411,007
|
|
|
$
|
2,558,627
|
|
In thousands
|
|
|
|
||||
|
Dec. 25, 2016
|
|
Dec. 27, 2015
|
||||
Projected benefit obligation
|
$
|
3,161,581
|
|
|
$
|
3,184,795
|
|
Fair value of plan assets
|
$
|
2,411,007
|
|
|
$
|
2,558,627
|
|
In thousands
|
|
|
|
||||
|
Dec. 25, 2016
|
|
Dec. 27, 2015
|
||||
Net actuarial losses
|
$
|
(1,825,167
|
)
|
|
$
|
(1,613,939
|
)
|
Prior service cost
|
(29,263
|
)
|
|
(35,451
|
)
|
||
Amounts in accumulated other comprehensive loss
|
$
|
(1,854,430
|
)
|
|
$
|
(1,649,390
|
)
|
In thousands
|
|||
|
2016
|
||
Current year actuarial loss
|
$
|
333,460
|
|
Change in prior service cost
|
500
|
|
|
Actuarial gain due to settlement
|
49
|
|
|
Amortization of actuarial loss
|
(61,740
|
)
|
|
Amortization of prior service costs
|
(6,677
|
)
|
|
Foreign currency gain
|
(68,620
|
)
|
|
Participant data corrections
(a)
|
8,070
|
|
|
Total
|
$
|
205,042
|
|
(a)
|
Refer to
Note 1 — Basis of presentation
for additional details regarding the impacts of the error in participant data identified.
|
|
2016
|
|
2015
|
|
2014
|
Discount rate
|
4.24%
|
|
4.17%
|
|
4.74%
|
Expected return on plan assets
|
7.60%
|
|
7.63%
|
|
7.91%
|
Rate of compensation increase
|
2.95%
|
|
2.95%
|
|
2.96%
|
|
Dec. 25, 2016
|
|
Dec. 27, 2015
|
Discount rate
|
3.63%
|
|
4.24%
|
Rate of compensation increase
|
2.95%
|
|
2.96%
|
(a)
|
Alternative investments include real estate, private equity and hedge funds.
|
•
|
We play no part in the management of plan investments or any other aspect of plan administration.
|
•
|
Amounts we contribute to the multi-employer plan 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 a withdrawal liability.
|
Multi-employer Pension Plans
|
|
|
|
|
|
|
|
|
|
||||||
|
EIN Number/
|
Zone Status
Dec. 31, |
FIP/RP Status
Pending/Implemented |
Contributions
(in thousands)
|
Surcharge Imposed
|
Expiration Dates of CBAs
|
|||||||||
Pension Plan Name
|
Plan Number
|
2016
|
2015
|
2016
|
2015
|
2014
|
|||||||||
CWA/ITU Negotiated Pension Plan
|
13-6212879/001
|
Red
|
Red
|
Implemented
|
$
|
478
|
|
$
|
411
|
|
$
|
433
|
|
No
|
4/10/2019
|
GCIU—Employer Retirement Benefit Plan
(a)
|
91-6024903/001
|
Red
|
Red
|
Implemented
|
30
|
|
43
|
|
71
|
|
No
|
4/30/2019
|
|||
IAM National Pension Plan
(a)
|
51-6031295/002
|
Green
|
Green
|
NA
|
278
|
|
352
|
|
403
|
|
NA
|
4/30/2019
|
|||
Teamsters Pension Trust Fund of Philadelphia and Vicinity
(a)
|
23-1511735/001
|
Yellow
|
Yellow
|
Implemented
|
1,473
|
|
1,452
|
|
1,298
|
|
NA
|
12/21/2017
|
|||
Central Pension Fund of the International Union of Operating Engineers and Participating Employers
(a)
|
36-6052390/001
|
Green as of Jan. 31, 2016
|
Green as of Jan. 31, 2015
|
NA
|
86
|
|
99
|
|
153
|
|
NA
|
4/30/2019
|
|||
Total
|
|
|
|
|
$
|
2,345
|
|
$
|
2,357
|
|
$
|
2,358
|
|
|
|
(a)
|
This plan has elected to utilize special amortization provisions provided under the Preservation of Access to Care for Medicare Beneficiaries and Pension Relief Act of 2010.
|
In thousands
|
|||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Service cost – benefits earned during the period
|
$
|
202
|
|
|
$
|
301
|
|
|
$
|
365
|
|
Interest cost on net benefit obligation
|
4,038
|
|
|
4,019
|
|
|
4,610
|
|
|||
Amortization of prior service credit
|
(4,794
|
)
|
|
(9,615
|
)
|
|
(11,421
|
)
|
|||
Amortization of actuarial (gain) loss
|
415
|
|
|
1,426
|
|
|
718
|
|
|||
Participant data corrections
(a)
|
(350
|
)
|
|
—
|
|
|
—
|
|
|||
Net periodic postretirement benefit credit
|
$
|
(489
|
)
|
|
$
|
(3,869
|
)
|
|
$
|
(5,728
|
)
|
(a)
|
Refer to
Note 1 — Basis of presentation
for additional details regarding the impacts of the error in participant data identified.
|
In thousands
|
|||||||
|
Dec. 25, 2016
|
|
Dec. 27, 2015
|
||||
Change in benefit obligations
|
|
|
|
||||
Net benefit obligations at beginning of year
|
$
|
97,508
|
|
|
$
|
103,528
|
|
Service cost
|
202
|
|
|
301
|
|
||
Interest cost
|
4,038
|
|
|
4,019
|
|
||
Plan participants' contributions
|
1,239
|
|
|
3,839
|
|
||
Plan amendments
|
502
|
|
|
—
|
|
||
Actuarial loss
|
1,193
|
|
|
3,898
|
|
||
Gross benefits paid
|
(10,505
|
)
|
|
(13,935
|
)
|
||
Federal subsidy on benefits paid
|
—
|
|
|
—
|
|
||
Transfer from separation
|
—
|
|
|
(4,142
|
)
|
||
Acquisitions
|
8,255
|
|
|
—
|
|
||
Participant data corrections
(a)
|
(2,771
|
)
|
|
—
|
|
||
Net benefit obligations at end of year
|
$
|
99,661
|
|
|
$
|
97,508
|
|
Change in plan assets
|
|
|
|
||||
Fair value of plan assets at beginning of year
|
$
|
—
|
|
|
$
|
—
|
|
Employer contributions
|
9,266
|
|
|
10,096
|
|
||
Plan participants' contributions
|
1,239
|
|
|
3,839
|
|
||
Gross benefits paid
|
(10,505
|
)
|
|
(13,935
|
)
|
||
Fair value of plan assets at end of year
|
$
|
—
|
|
|
$
|
—
|
|
Benefit obligation at end of year
|
$
|
99,661
|
|
|
$
|
97,508
|
|
Amounts recognized in Consolidated Balance Sheets
|
|||||||
Accrued benefit cost—current
|
$
|
(9,527
|
)
|
|
$
|
(9,914
|
)
|
Accrued benefit cost—noncurrent
|
$
|
(90,134
|
)
|
|
$
|
(87,594
|
)
|
(a)
|
Refer to
Note 1 — Basis of presentation
for additional details regarding the impacts of the error in participant data identified.
|
In thousands
|
|
|
|
||||
|
Dec. 25, 2016
|
|
Dec. 27, 2015
|
||||
Net actuarial losses
|
$
|
(4,472
|
)
|
|
$
|
(12,611
|
)
|
Prior service credit
|
22,711
|
|
|
29,515
|
|
||
Amounts in accumulated other comprehensive loss
|
$
|
18,239
|
|
|
$
|
16,904
|
|
In thousands
|
|||
|
2016
|
||
Current year actuarial loss
|
$
|
1,193
|
|
Change in prior service cost
|
502
|
|
|
Amortization of actuarial loss
|
(415
|
)
|
|
Amortization of prior service credit
|
4,794
|
|
|
Participant data corrections
(a)
|
(7,409
|
)
|
|
Total
|
$
|
(1,335
|
)
|
(a)
|
Refer to
Note 1 — Basis of presentation
for additional details regarding the impacts of the error in participant data identified.
|
|
2016
|
|
2015
|
|
2014
|
|||
Discount rate
|
4.27
|
%
|
|
4.11
|
%
|
|
4.50
|
%
|
Health care cost trend rate assumed for next year
|
5.70
|
%
|
|
6.18
|
%
|
|
6.26
|
%
|
Ultimate trend rate
|
4.77
|
%
|
|
5.00
|
%
|
|
5.00
|
%
|
Year that ultimate trend rate is reached
|
2019
|
|
|
2018
|
|
|
2018
|
|
|
Dec. 27, 2016
|
|
Dec. 27, 2015
|
||
Discount rate
|
4.01
|
%
|
|
4.35
|
%
|
Health care cost trend rate assumed for next year
|
5.70
|
%
|
|
6.18
|
%
|
Ultimate trend rate
|
4.77
|
%
|
|
5.00
|
%
|
Year that ultimate trend rate is reached
|
2019
|
|
|
2018
|
|
In thousands
|
Benefit
Payments
|
||
2017
|
$
|
9,527
|
|
2018
|
$
|
9,173
|
|
2019
|
$
|
8,664
|
|
2020
|
$
|
7,988
|
|
2021
|
$
|
7,459
|
|
2022-2026
|
$
|
32,159
|
|
In thousands
|
|||||||||||
2016
|
Current
|
|
Deferred
|
|
Total
|
||||||
Federal
|
$
|
(7,094
|
)
|
|
$
|
8,278
|
|
|
$
|
1,184
|
|
State and other
|
(528
|
)
|
|
262
|
|
|
(266
|
)
|
|||
Foreign
|
5,606
|
|
|
7,194
|
|
|
12,800
|
|
|||
Total
|
$
|
(2,016
|
)
|
|
$
|
15,734
|
|
|
$
|
13,718
|
|
In thousands
|
|||||||||||
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
|
|
In thousands
|
|||||||||||
2014
|
Current
|
|
Deferred
|
|
Total
|
||||||
Federal
|
$
|
39,740
|
|
|
$
|
18,282
|
|
|
$
|
58,022
|
|
State and other
|
(21,123
|
)
|
|
27,731
|
|
|
6,608
|
|
|||
Foreign
|
—
|
|
|
2,930
|
|
|
2,930
|
|
|||
Total
|
$
|
18,617
|
|
|
$
|
48,943
|
|
|
$
|
67,560
|
|
|
2016
|
|
2015
|
|
2014
|
|||
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
|
(3.8
|
)
|
|
2.4
|
|
|
2.5
|
|
Statutory rate differential and permanent differences in earnings in foreign jurisdictions
|
(10.7
|
)
|
|
(6.3
|
)
|
|
(13.4
|
)
|
Impact of rate change in foreign tax jurisdiction
|
1.6
|
|
|
1.9
|
|
|
—
|
|
Valuation allowance
|
3.5
|
|
|
—
|
|
|
4.4
|
|
Net of additional reserves and lapse of statutes of limitations
|
3.3
|
|
|
(1.1
|
)
|
|
(0.9
|
)
|
Impact of accounting method change
|
—
|
|
|
(3.4
|
)
|
|
—
|
|
Domestic manufacturing deduction
|
—
|
|
|
(1.4
|
)
|
|
(1.9
|
)
|
Stock-based compensation
(a)
|
(12.3
|
)
|
|
—
|
|
|
—
|
|
Transaction costs
|
3.4
|
|
|
—
|
|
|
—
|
|
Other, net
|
0.7
|
|
|
(2.4
|
)
|
|
(1.4
|
)
|
Effective tax rate
|
20.7
|
%
|
|
24.7
|
%
|
|
24.3
|
%
|
(a)
|
We adopted new accounting guidance related to employee stock-based compensation in the fourth quarter of
2016
. The adoption reduced our full year combined income tax provision for federal, state, and foreign by
$8.9 million
and the tax rate by approximately
13.5%
.
|
In thousands
|
|||||||
|
Dec. 25, 2016
|
|
Dec. 27, 2015
|
||||
Liabilities
|
|
|
|
||||
Accelerated depreciation
|
$
|
(152,551
|
)
|
|
$
|
(169,483
|
)
|
Total deferred tax liabilities
|
(152,551
|
)
|
|
(169,483
|
)
|
||
Assets
|
|
|
|
||||
Accrued compensation costs
|
29,670
|
|
|
38,296
|
|
||
Pension and postretirement benefits
|
302,565
|
|
|
256,418
|
|
||
Basis difference and amortization of intangibles
|
95,653
|
|
|
165,062
|
|
||
Federal tax benefits of uncertain state tax positions
|
7,015
|
|
|
7,506
|
|
||
Partnership investments including impairments
|
21,670
|
|
|
13,107
|
|
||
Loss carryforwards
|
55,335
|
|
|
34,312
|
|
||
Other
|
53,789
|
|
|
38,666
|
|
||
Total deferred tax assets
|
565,697
|
|
|
553,367
|
|
||
Valuation allowance
|
(194,914
|
)
|
|
(181,893
|
)
|
||
Total net deferred tax assets (liabilities)
|
$
|
218,232
|
|
|
$
|
201,991
|
|
|
|||||||
Noncurrent deferred tax assets
|
$
|
218,232
|
|
|
$
|
201,991
|
|
In thousands
|
||||||||||||||||||||||
Balance at Beginning of Period
|
|
Additions/(Reductions) Charged to Expenses
|
|
Additions/(Reductions) for Acquisitions/Dispositions
|
|
Other (Deductions from)/Additions to Reserves
|
|
Foreign Currency Translation
|
|
Balance at
End of Period
|
||||||||||||
$
|
181,893
|
|
|
$
|
(4,786
|
)
|
|
$
|
27,251
|
|
|
$
|
(3,394
|
)
|
|
$
|
(6,050
|
)
|
|
$
|
194,914
|
|
In thousands
|
|
|
|||||||||
|
Dec. 25, 2016
|
|
Dec. 27, 2015
|
|
Dec. 28, 2014
|
||||||
Change in unrecognized tax benefits
|
|
|
|
|
|
||||||
Balance at beginning of year
|
$
|
17,032
|
|
|
$
|
10,919
|
|
|
$
|
13,875
|
|
Additions based on tax positions related to the current year
|
125
|
|
|
2,021
|
|
|
1,768
|
|
|||
Additions for tax positions of prior years
|
9,416
|
|
|
6,713
|
|
|
545
|
|
|||
Reductions for tax positions of prior years
|
(792
|
)
|
|
—
|
|
|
(2,398
|
)
|
|||
Settlements
|
—
|
|
|
—
|
|
|
(36
|
)
|
|||
Reductions due to lapse of statutes of limitations
|
(1,891
|
)
|
|
(2,621
|
)
|
|
(2,835
|
)
|
|||
Balance at end of year
|
$
|
23,890
|
|
|
$
|
17,032
|
|
|
$
|
10,919
|
|
In thousands, except per share amounts
|
2016
|
|
2015
|
|
2014
|
||||||
Net income
(a)
|
$
|
52,710
|
|
|
$
|
146,091
|
|
|
$
|
210,705
|
|
Weighted average number of common shares outstanding (basic)
|
116,018
|
|
|
115,165
|
|
|
114,959
|
|
|||
Effect of dilutive securities
|
|
|
|
|
|
||||||
Restricted stock units (RSUs)
|
1,475
|
|
|
728
|
|
|
—
|
|
|||
Performance shares (PSUs)
|
881
|
|
|
582
|
|
|
—
|
|
|||
Stock options
|
251
|
|
|
220
|
|
|
—
|
|
|||
Weighted average number of common shares outstanding (diluted)
(a)
|
118,625
|
|
|
116,695
|
|
|
114,959
|
|
|||
Earnings per share (basic)
(a)
|
$
|
0.45
|
|
|
$
|
1.27
|
|
|
$
|
1.83
|
|
Earnings per share (diluted)
(a)
|
$
|
0.44
|
|
|
$
|
1.25
|
|
|
$
|
1.83
|
|
(a)
|
In
2016
, we adopted new guidance around improvements to share-based payment accounting. See
Note 16 — Quarterly statements of income (unaudited)
for further details on the impacts of this guidance on our fiscal year
2016
net income, number of shares outstanding, and earnings per share amounts.
|
In thousands
|
|||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Restricted stock and RSUs
|
$
|
12,889
|
|
|
$
|
12,235
|
|
|
$
|
9,150
|
|
Performance shares
|
7,687
|
|
|
9,478
|
|
|
7,333
|
|
|||
Stock options
|
—
|
|
|
29
|
|
|
616
|
|
|||
Total stock-based compensation
|
$
|
20,576
|
|
|
$
|
21,742
|
|
|
$
|
17,099
|
|
|
Shares
|
|
Weighted
Average
Fair Value
|
|||
Outstanding and unvested at June 29, 2015
|
2,885,994
|
|
|
$
|
10.86
|
|
Granted
|
203,061
|
|
|
11.31
|
|
|
Settled
|
(136,658
|
)
|
|
10.35
|
|
|
Canceled
|
(174,190
|
)
|
|
10.98
|
|
|
Outstanding and unvested at Dec. 27, 2015
|
2,778,207
|
|
|
$
|
10.91
|
|
Granted
|
1,483,127
|
|
|
13.36
|
|
|
Settled
|
(1,066,056
|
)
|
|
10.06
|
|
|
Canceled
|
(376,442
|
)
|
|
11.81
|
|
|
Outstanding and unvested at Dec. 25, 2016
|
2,818,836
|
|
|
$
|
12.40
|
|
|
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
|
|
Granted
|
373,658
|
|
|
19.30
|
|
|
Vested
|
(265,110
|
)
|
|
13.83
|
|
|
Canceled
|
(128,075
|
)
|
|
16.34
|
|
|
Outstanding and unvested at Dec. 25, 2016
|
774,147
|
|
|
$
|
17.82
|
|
|
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
|
|
Exercised
|
(102,842
|
)
|
|
5.46
|
|
|
|
|
|
|
||
Canceled
|
(18,774
|
)
|
|
9.40
|
|
|
|
|
|
|
||
Outstanding and exercisable at Dec. 25, 2016
|
290,267
|
|
|
$
|
5.37
|
|
|
1.9
|
|
$
|
1,304,798
|
|
In thousands
|
|||||||||||
2016
|
Retirement Plans
|
|
Foreign Currency Translation
|
|
Total
|
||||||
Balance at beginning of year
|
$
|
(1,058,234
|
)
|
|
$
|
384,810
|
|
|
$
|
(673,424
|
)
|
Other comprehensive loss before reclassifications
|
(166,253
|
)
|
|
(84,526
|
)
|
|
(250,779
|
)
|
|||
Amounts reclassified from accumulated other comprehensive loss
|
41,291
|
|
|
—
|
|
|
41,291
|
|
|||
Balance at end of year
|
$
|
(1,183,196
|
)
|
|
$
|
300,284
|
|
|
$
|
(882,912
|
)
|
In thousands
|
|
|
|
|
|
||||||
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
|
|||||||||||
2014
|
Retirement Plans
|
|
Foreign Currency Translation
|
|
Total
|
||||||
Balance at beginning of year
|
$
|
(873,595
|
)
|
|
$
|
431,614
|
|
|
$
|
(441,981
|
)
|
Other comprehensive income 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
|
|||||||
|
2016
|
|
2015
|
||||
Amortization of prior service credit
|
$
|
1,883
|
|
|
$
|
(2,722
|
)
|
Amortization of actuarial loss
|
62,155
|
|
|
58,148
|
|
||
Total reclassifications, before tax
|
64,038
|
|
|
55,426
|
|
||
Income tax effect
|
(22,747
|
)
|
|
(19,338
|
)
|
||
Total reclassifications, net of tax
|
$
|
41,291
|
|
|
$
|
36,088
|
|
In thousands
|
|
||
2017
|
$
|
53,071
|
|
2018
|
51,313
|
|
|
2019
|
45,855
|
|
|
2020
|
40,401
|
|
|
2021
|
37,615
|
|
|
Later years
|
166,996
|
|
|
Total
|
$
|
395,251
|
|
(a)
|
We use a Dec. 31 measurement date for our retirement plans.
|
(a)
|
We use a Dec. 31 measurement date for our retirement plans.
|
•
|
Other government and corporate bonds are mainly valued based on institutional bid evaluations using proprietary models, using discounted cash flow models or models that derive prices based on similar securities.
|
•
|
Corporate stock is valued primarily at the closing price reported on the active market on which the individual securities are traded.
|
•
|
Investments in direct real estate have been valued by an independent qualified valuation professional in the U.K. using a valuation approach that capitalizes any current or future income streams at an appropriate multiplier. Investments in real estate funds are mainly valued utilizing the net asset valuations provided by the underlying private investment companies or through proprietary models with varying degrees of complexity.
|
•
|
Interests in common/collective trusts and interests in 103-12 investments are primarily equity and fixed income investments valued either through the use of a net asset value as provided monthly by the fund family or fund company or through proprietary models with varying degrees of complexity. Shares in the common/collective trusts are generally redeemable upon request.
|
•
|
Interests in registered investment companies are primarily valued using the published net asset values as quoted through publicly available pricing sources or through proprietary models with varying degrees of complexity. Additionally, the interests are redeemable on request.
|
•
|
Investments in partnerships and joint venture interests classified in Level 3 are valued based on an assessment of each underlying investment, considering items such as expected cash flows, changes in market outlook and subsequent
|
•
|
Investments in hedge funds consist of investments that were formed to invest in mortgage and trading opportunities and are valued at the net asset value as reported by the fund managers. Additionally, there is an investment that that consists of a fund of hedge funds whose strategy is to produce a return uncorrelated with market movements. This fund is classified as a Level 3 because its valuation is derived from unobservable inputs and a proprietary assessment of the underlying investments. Shares in the hedge funds are generally redeemable twice a year or on the last business day of each quarter with
at least
60 days
written notice subject to potential
5%
holdback.
|
•
|
Derivatives primarily consist of forward and swap contracts. Forward contracts are valued at the spot rate, plus or minus forward points between the valuation date and maturity date. Swaps are valued at the mid-evaluation price using discounted cash flow models. Items in Level 3 are valued based on the market values of other securities for which they represent a synthetic combination.
|
(a)
|
Our policy is to recognize transfers in and transfers out as of the beginning of the reporting period.
|
(a)
|
Our policy is to recognize transfers in and transfers out as of the beginning of the reporting period.
|
Non-Financial Assets
|
|||||||||||||||
In thousands
|
|||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Fair value measurement as of Dec. 25, 2016
|
|
|
|
|
|
|
|
||||||||
Asset held for sale
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,522
|
|
|
$
|
4,522
|
|
Fair value measurement as of Dec. 27, 2015
|
|
|
|
|
|
|
|
||||||||
Asset held for sale
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
12,288
|
|
|
$
|
12,288
|
|
•
|
Publishing, which consists of our portfolio of regional, national, and international newspaper publishers. The results of this segment include retail, classified, and national advertising revenues, circulation revenues from the distribution of our publications on our digital platforms, home delivery of our publications, and single copy sales, and other revenues from commercial printing and distribution arrangements.
|
•
|
ReachLocal, which consists exclusively of our ReachLocal digital marketing solutions subsidiary. The results of this segment include advertising revenues from our search and display services as well as and other revenues related to web presence and software solutions provided by ReachLocal.
|
In thousands
|
Publishing
|
|
ReachLocal
|
|
Corporate and Other
|
|
Consolidated
|
||||||||
2016
|
|
|
|
|
|
|
|
||||||||
Advertising
|
$
|
1,603,515
|
|
|
$
|
100,280
|
|
|
$
|
—
|
|
|
$
|
1,703,795
|
|
Circulation
|
1,133,676
|
|
|
—
|
|
|
—
|
|
|
1,133,676
|
|
||||
Other
|
195,904
|
|
|
9,864
|
|
|
4,235
|
|
|
210,003
|
|
||||
Total revenues
|
$
|
2,933,095
|
|
|
$
|
110,144
|
|
|
$
|
4,235
|
|
|
$
|
3,047,474
|
|
Adjusted EBITDA
|
$
|
449,769
|
|
|
$
|
(5,852
|
)
|
|
$
|
(94,304
|
)
|
|
$
|
349,613
|
|
2015
|
|
|
|
|
|
|
|
||||||||
Advertising
|
$
|
1,611,445
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,611,445
|
|
Circulation
|
1,060,118
|
|
|
—
|
|
|
—
|
|
|
1,060,118
|
|
||||
Other
|
209,655
|
|
|
—
|
|
|
3,794
|
|
|
213,449
|
|
||||
Total revenues
|
$
|
2,881,218
|
|
|
$
|
—
|
|
|
$
|
3,794
|
|
|
$
|
2,885,012
|
|
Adjusted EBITDA
|
$
|
468,999
|
|
|
$
|
—
|
|
|
$
|
(77,484
|
)
|
|
$
|
391,515
|
|
2014
|
|
|
|
|
|
|
|
||||||||
Advertising
|
$
|
1,840,067
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,840,067
|
|
Circulation
|
1,109,729
|
|
|
—
|
|
|
—
|
|
|
1,109,729
|
|
||||
Other
|
222,082
|
|
|
—
|
|
|
—
|
|
|
222,082
|
|
||||
Total revenues
|
$
|
3,171,878
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,171,878
|
|
Adjusted EBITDA
|
$
|
498,260
|
|
|
$
|
—
|
|
|
$
|
(26,049
|
)
|
|
$
|
472,211
|
|
In thousands
|
2016
|
|
2015
|
|
2014
|
||||||
Net income (GAAP basis)
|
$
|
52,710
|
|
|
$
|
146,091
|
|
|
$
|
210,705
|
|
Provision for income taxes
|
13,718
|
|
|
47,884
|
|
|
67,560
|
|
|||
Equity income in unconsolidated investees, net
|
(1,519
|
)
|
|
(11,981
|
)
|
|
(15,857
|
)
|
|||
Interest expense
|
12,791
|
|
|
4,562
|
|
|
576
|
|
|||
Other non-operating items, net
|
1,388
|
|
|
(17,125
|
)
|
|
(653
|
)
|
|||
Operating income (GAAP basis)
|
79,088
|
|
|
169,431
|
|
|
262,331
|
|
|||
Early retirement program
|
837
|
|
|
42,081
|
|
|
—
|
|
|||
Severance-related charges
|
42,689
|
|
|
30,185
|
|
|
19,797
|
|
|||
Acquisition-related expenses
|
32,683
|
|
|
—
|
|
|
—
|
|
|||
Facility consolidation and asset impairment charges
|
58,171
|
|
|
34,278
|
|
|
35,216
|
|
|||
Other items
|
3,181
|
|
|
7,988
|
|
|
43,804
|
|
|||
Depreciation
|
118,092
|
|
|
95,916
|
|
|
97,178
|
|
|||
Amortization
|
14,872
|
|
|
11,636
|
|
|
13,885
|
|
|||
Adjusted EBITDA (non-GAAP basis)
|
$
|
349,613
|
|
|
$
|
391,515
|
|
|
$
|
472,211
|
|
In thousands
|
|
|
|
||||
|
2015
(a)
|
|
2014
|
||||
Corporate allocations
(b)
|
$
|
25,832
|
|
|
$
|
60,628
|
|
Occupancy
(c)
|
2,884
|
|
|
5,642
|
|
||
Depreciation
(d)
|
4,067
|
|
|
7,960
|
|
||
Other support costs
(e)
|
6,249
|
|
|
15,743
|
|
||
Cost recoveries
(f)
|
(6,055
|
)
|
|
(9,501
|
)
|
||
Total
|
$
|
32,977
|
|
|
$
|
80,472
|
|
(a
)
|
Costs were allocated from our former parent to us up to the spin-off 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 assets primarily relate to facilities and IT equipment that are utilized by former parent and us to operate our businesses. 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, except per share amounts
|
|||||||||||||||||||
Fiscal year ended Dec. 25, 2016
|
1st Quarter
|
|
2nd Quarter
|
|
3rd Quarter
|
|
4th Quarter
|
|
Total
|
||||||||||
Operating revenues
|
$
|
659,368
|
|
|
$
|
748,791
|
|
|
$
|
772,321
|
|
|
$
|
866,994
|
|
|
$
|
3,047,474
|
|
Operating income
|
$
|
47,459
|
|
|
$
|
24,033
|
|
|
$
|
(28,590
|
)
|
|
$
|
36,186
|
|
|
$
|
79,088
|
|
Net income
(a)
|
$
|
39,596
|
|
|
$
|
12,481
|
|
|
$
|
(23,961
|
)
|
|
$
|
24,594
|
|
|
$
|
52,710
|
|
Per share computations
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income per share—basic
(a)
|
$
|
0.34
|
|
|
$
|
0.11
|
|
|
$
|
(0.21
|
)
|
|
$
|
0.21
|
|
|
$
|
0.45
|
|
Net income per share—diluted
(a)
|
$
|
0.33
|
|
|
$
|
0.10
|
|
|
$
|
(0.21
|
)
|
|
$
|
0.21
|
|
|
$
|
0.44
|
|
Dividends per share
|
$
|
0.16
|
|
|
$
|
0.16
|
|
|
$
|
0.16
|
|
|
$
|
0.16
|
|
|
$
|
0.64
|
|
Weighted average number of shares outstanding
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
116,311
|
|
|
116,516
|
|
|
116,556
|
|
|
114,688
|
|
|
116,018
|
|
|||||
Diluted
|
119,059
|
|
|
119,377
|
|
|
116,556
|
|
|
117,053
|
|
|
118,625
|
|
(a)
|
In fiscal year
2016
, we elected to early adopt guidance around improvements to share-based payment accounting. This guidance amends the calculation of earnings per share by requiring entities to exclude from assumed proceeds excess tax benefits and tax deficiencies that previously would have been recorded in additional paid-in capital. Such benefits and deficiencies are now captured as part of the calculation of the provision for income taxes. For entities who elect to early adopt, the standard requires the reflection of any adjustments to earnings per share be shown as of the beginning of the fiscal year of adoption. As a result, to capture the effect of adopting the standard, we have retrospectively adjusted our net income for Quarter 1 by
$8.3 million
, Quarter 2 by
$0.2 million
, and Quarter 3 2016 by
$0.3 million
. Additionally, we adjusted our diluted weighted average number of shares outstanding for Quarter 1 by approximately
403
and Quarter 2 by
422
. Our Quarter 3 diluted weighted average number of shares was unchanged due to the reporting of a net loss for the quarter.
|
(a)
|
Financial Statements, Financial Statement Schedules and Exhibits.
|
Dated: February 22, 2017
|
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 22, 2017
|
|
/s/ Robert J. Dickey
|
|
|
Robert J. Dickey
|
|
|
President and Chief Executive
|
|
|
Officer (principal executive officer)
|
Dated: February 22, 2017
|
|
/s/ Alison K. Engel
|
|
|
Alison K. Engel
|
|
|
Senior Vice President, Chief
|
|
|
Financial Officer and Treasurer (principal financial officer)
|
Dated: February 22, 2017
|
|
/s/ Lori C. Locke
|
|
|
Lori C. Locke
|
|
|
Vice President and Controller
|
|
|
(principal accounting officer)
|
Dated: February 22, 2017
|
|
/s/ John E. Cody
|
|
|
John E. Cody, Director
|
Dated: February 22, 2017
|
|
/s/ Stephen W. Coll
|
|
|
Stephen W. Coll, Director
|
Dated: February 22, 2017
|
|
/s/ Robert J. Dickey
|
|
|
Robert J. Dickey, Director
|
Dated: February 22, 2017
|
|
/s/ Donald E. Felsinger
|
|
|
Donald E. Felsinger, Director
|
Dated: February 22, 2017
|
|
/s/ Lila Ibrahim
|
|
|
Lila Ibrahim, Director
|
Dated: February 22, 2017
|
|
/s/ Lawrence S. Kramer
|
|
|
Lawrence S. Kramer, Director
|
Dated: February 22, 2017
|
|
/s/ John Jeffry Louis
|
|
|
John Jeffry Louis
|
|
|
Director, Chairman
|
Dated: February 22, 2017
|
|
/s/ Tony A. Prophet
|
|
|
Tony A. Prophet, Director
|
Dated: February 22, 2017
|
|
/s/ Debra A. Sandler
|
|
|
Debra A. Sandler, Director
|
Dated: February 22, 2017
|
|
/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.
|
2-3
|
|
Agreement and Plan of Merger among Gannett Co., Inc., Raptor Merger Sub, Inc. and ReachLocal, Inc. dated as of June 27, 2016.
|
|
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 June 27, 2016.
|
3-1
|
|
Amended and Restated Certificate of Incorporation of the Company.
|
|
Incorporated herein by reference to Exhibit 3-1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 26, 2016.
|
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 Exhibit 10-1 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 Exhibit 10-2 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
|
|
Master Transaction Agreement, dated as of July 30, 2014, by and among The E. W. Scripps Company, Scripps Media, Inc., Desk Spinco, Inc., Scripps NP Operating, LLC (f/k/a Desk NP Operating, LLC), Desk NP Merger Co., Desk BC Merger, LLC, Journal Communications, Inc., Boat Spinco, Inc., Boat NP Merger Co., and Journal Media Group, Inc. (f/k/a Boat NP Newco, Inc.)
|
|
Incorporated by reference to Exhibit 2-1 to the Registration Statement on Form S-4, SEC File No. 333-200388, filed by The E.W. Scripps Company on November 20, 2014.
|
10-5
|
|
Scripps Tax Matters Agreement, dated July 30, 2014, by and among The E. W. Scripps Company, Desk Spinco, Inc. and Journal Media Group, Inc. (f/k/a Boat NP Newco, Inc.)
|
|
Incorporated by reference to Exhibit 10-2 to the Current Report on Form 8-K filed by Journal Communications, Inc. on July 30, 2014.
|
10-6
|
|
Journal Tax Matters Agreement, dated July 30, 2014, by and among Desk BC Merger, LLC, Journal Communications, Inc., Boat Spinco, Inc. and Journal Media Group, Inc. (f/k/a Boat NP Newco, Inc.)
|
|
Incorporated by reference to Exhibit 10-3 to the Current Report on Form 8-K filed by Journal Communications, Inc. on July 30, 2014.
|
10-7
|
|
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 Exhibit 10-4 to the Company's Current Report on Form 8-K, filed by the Company with the SEC on June 30, 2015.
|
10-8
|
|
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 Exhibit 10-5 to the Company's Current Report on Form 8-K, filed by the Company with the SEC on June 30, 2015.
|
10-9
|
|
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 Exhibit 10-6 to the Company's Current Report on Form 8-K, filed by the Company with the SEC on June 30, 2015.
|
10-10
|
|
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 Exhibit 10-7 to the Company's Current Report on Form 8-K, filed by the Company with the SEC on June 30, 2015.
|
10-11
|
|
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.
|
10-12
|
|
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.
|
10-13
|
|
Schedule of Mortgages or Deeds of Trust Granted by Gannett Subsidiaries.
|
|
Incorporated by reference to Exhibit 10-1 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 25, 2016.
|
10-14
|
|
First Amendment to the Credit Agreement.
|
|
Incorporated by reference to Exhibit 10-27 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 25, 2016.
|
10-15
|
|
2015 Deferred Compensation Plan Rules for Pre-2005 Deferrals.*
|
|
Incorporated by reference to Exhibit 10-8 to the Company's Current Report on Form 8-K, filed by the Company with the SEC on June 30, 2015.
|
10-16
|
|
Amendment No. 1 to 2015 Deferred Compensation Plan Rules for Post-2004 Deferrals.*
|
|
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 2, 2016.
|
10-17
|
|
2015 Deferred Compensation Plan Rules for Post-2004 Deferrals.*
|
|
Incorporated by reference to Exhibit 10-9 to the Company's Current Report on Form 8-K, filed by the Company with the SEC on June 30, 2015.
|
10-18
|
|
2015 Supplemental Retirement Plan.*
|
|
Incorporated by reference to Exhibit 10-10 to the Company's Current Report on Form 8-K, filed by the Company with the SEC on June 30, 2015.
|
10-19
|
|
Supplemental Executive Medical Plan.*
|
|
Incorporated by reference to Exhibit 10-11 to the Company's Current Report on Form 8-K, filed by the Company with the SEC on June 30, 2015.
|
10-20
|
|
Gannett Co., Inc. Supplemental Executive Medical Plan.*
|
|
Incorporated by reference to Exhibit 10-12 to the Company's Current Report on Form 8-K, filed by the Company with the SEC on June 30, 2015.
|
10-21
|
|
Amendment No. 1 to Supplemental Executive Medical Plan for Retired Executives.*
|
|
Attached.
|
10-22
|
|
2015 Key Executive Life Insurance Plan.*
|
|
Incorporated by reference to Exhibit 10-13 to the Company's Current Report on Form 8-K, filed by the Company with the SEC on June 30, 2015.
|
10-23
|
|
2015 Key Executive Life Insurance Plan Participation Agreement.*
|
|
Incorporated by reference to Exhibit 10-14 to the Company's Current Report on Form 8-K, filed by the Company with the SEC on June 30, 2015.
|
10-24
|
|
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.
|
10-25
|
|
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.
|
10-26
|
|
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.
|
10-27
|
|
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.
|
10-28
|
|
Letter Agreement with Joanne Lipman.*
|
|
Attached.
|
10-29
|
|
Letter Agreement with Sharon T. Rowlands.*
|
|
Attached.
|
10-30
|
|
Employment Letter between ReachLocal, Inc. and Sharon T. Rowlands, dated March 31, 2014.*
|
|
Incorporated by reference to Exhibit 10-1 of the Current Report on Form 8-K filed by ReachLocal, Inc. with the SEC on April 2, 2014.
|
10-31
|
|
Amendment to Employment Letter between ReachLocal, Inc. and Sharon T. Rowlands, dated November 1, 2015.*
|
|
Incorporated by reference to Exhibit 10-1 of the Quarterly Report on Form 10-Q for the quarter ended September 30, 2015 filed by ReachLocal, Inc. with the SEC on November 9, 2015.
|
10-32
|
|
Amendment to Employment Letter between ReachLocal, Inc. and Sharon T. Rowlands, effective August 9, 2016.*
|
|
Attached.
|
10-33
|
|
Employment Contract between Newsquest Media Group Limited and Henry Faure Walker.*
|
|
Incorporated by reference to Exhibit 10-36 to the Company's Annual Report on Form 10-K for the fiscal year ended December 27, 2015.
|
10-34
|
|
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.
|
10-35
|
|
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.
|
10-36
|
|
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.
|
10-37
|
|
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.
|
10-38
|
|
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.
|
10-39
|
|
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.
|
10-40
|
|
Form of RSU Award Agreement for U.K. Employees.*
|
|
Incorporated by reference to Exhibit 10-38 to the Company's Annual Report on Form 10-K for the fiscal year ended December 27, 2015.
|
10-41
|
|
Form of TSR Award Agreement for U.K. Employees.*
|
|
Attached.
|
10-42
|
|
Form of Retention RSU Award Agreement with Sharon T. Rowlands.*
|
|
Attached.
|
10-43
|
|
Form of Retention Cash Award Agreement with Sharon T. Rowlands.*
|
|
Attached.
|
10-44
|
|
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.
|
10-45
|
|
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.
|
10-46
|
|
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.
|
10-47
|
|
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.
|
10-48
|
|
Summary of Non-Employee Director Compensation.*
|
|
Incorporated by reference to Exhibit 10-37 to the Company's Annual Report on Form 10-K for the fiscal year ended December 27, 2015.
|
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 25, 2016, formatted in XBRL includes: (i) Consolidated Balance Sheets at December 25, 2016 and December 27, 2015; (ii) Consolidated and Combined Statements of Income for the 2016, 2015 and 2014 fiscal years; (iii) Consolidated and Combined Statements of Comprehensive Income (Loss)for the 2016, 2015 and 2014 fiscal years; (iv) Consolidated and Combined Cash Flow Statements for the 2016, 2015 and 2014 fiscal years; (v) Consolidated and Combined Statements of Equity for the 2016, 2015 and 2014 fiscal years; and (vi) the Notes to Consolidated and Combined Financial Statements.
|
|
Attached.
|
|
|
|
|
|
*
|
Asterisks identify management contracts and compensatory plans or arrangements.
|
Position:
|
Chief Executive Officer - ReachLocal, Inc.
|
Annual Bonus:
|
You will be eligible to participate in an annual bonus plan for 2016 contingent upon your performance and company performance, as well as the availability of funds in the bonus pool. Your target annual bonus percentage is
120% of your base salary
. Beginning with the 2017 annual bonus plan year, your annual incentive target will be adjusted to
75% of your then base salary
.
|
Long-term Incentive:
|
You will be eligible for an annual long-term incentive compensation grant, based on an effective date of January 2017, subject to the terms and guidelines in place at that time of the grant, as determined and approved by the Executive Compensation Committee of the Gannett Board of Directors. For your current job level, the typical forms of award include a combination of TSRs (performance share awards) and restricted share units (RSUs).
|
Retention Award:
|
You will be eligible for a one-time retention award in the form of cash and equity (stock) in the total value of
$1,650,000 as of the date of grant
,
subject to the terms and guidelines as determined and approved by the Executive Compensation Committee of the Gannett Board of Directors. The retention award will be paid out over a 3-year period beginning from a specified date after the closing as long as you remain an active employee, in good standing with the Company at the time of vest or payout. Generally, in the event of your voluntary termination from the Company, any unvested equity and unpaid cash awards related to this retention award will be forfeited as of the effective date of your termination. If your employment is involuntarily terminated by the Company without “Cause” (as defined in the award agreements), you will become full vested in the unvested portion of your retention cash and equity awards. Your retention package will also vest if you are required to report to anyone below the position of Gannett’s Chief Executive Officer, or there is a diminution in your job scope where you no longer directly or indirectly manage the Product and Sales teams of ReachLocal.
|
|
|
Payout or Vest Interval
|
||||||||||
|
Value
|
Interval #1 – 1 Year Anniversary of Close
|
Interval #2 – 2 Year Anniversary of Close
|
Interval #3 – 3 Year Anniversary of Close
|
||||||||
50% Cash
|
|
$825,000
|
|
25% or $206,250
|
|
25% or $206,250
|
|
50% or $412,500
|
|
|||
|
|
|
|
|
||||||||
50% Stock
|
$825,000*
|
|
25% or $206,250*
|
|
25% or $206,250*
|
|
50% or $412,500*
|
|
||||
Total
|
|
$1,650,000
|
|
|
$412,500
|
|
|
$412,500
|
|
|
$825,000
|
|
1.
|
The second sentence of Section 1 of the Employment Letter is hereby deleted.
|
2.
|
The first sentence of Section 2(b) of the Employment Letter is hereby amended effective for annual bonus programs commencing on or after January 1, 2017, by replacing the reference to “120%” with “75%”, and adding the following sentence to the end of such Section:
|
3.
|
Sections 2(c) and 4(a) are deleted in their entirety.
|
4.
|
Exhibit A to the Employment Letter is hereby deleted in its entirety, and Section 3 is hereby replaced in its entirety with the following:
|
5.
|
As retention awards, and subject to Sharon T. Rowlands’ execution thereof, Gannett hereby grants Sharon T. Rowlands awards pursuant to the Stock Unit Award
|
6.
|
This Amendment shall become effective on August 9, 2016.
|
7.
|
Except as provided above your rights under your rights and responsibilities under your Employment Letter remain in full effect.
|
Performance Period End Date:
|
12/31/19
|
Performance Share Payment Date:
|
On a date specified by the Committee that is within the first 90 days of 2020
|
•
|
any material misappropriation of funds or property of the Company, the Subsidiary or their affiliates 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 or the Subsidiary and which is not remedied in a reasonable period of time after receipt of written notice from the Subsidiary 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 or any equivalent applicable law in the Relevant Jurisdiction.
|
•
|
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 Subsidiary’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 Subsidiary 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 and 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).
|
1.
|
Calculate the Total Shareholder Return for the Company and each of the Comparator Companies from the first day of the Incentive Period to the applicable measurement date.
|
2.
|
Calculate the percentile ranking of each Comparator Company (excluding the Company) based on its Total Shareholder Return during the applicable measurement period;
|
3.
|
Determine the Company’s percentile ranking based on its Total Shareholder Return and the percentile rankings of the Comparator Companies with Total Shareholder Returns immediately above and below the Company using straight line interpolation; and
|
4.
|
Calculate the Resulting Shares Earned percentage based on the Company’s percentile ranking and the below chart using straight line interpolation. The Resulting Shares Earned percentage is the applicable percentage used to determine the number of Performance Shares that have been earned.
|
A.H. Belo Corp.
|
Angie’s List, Inc.
|
Harte Hanks, Inc.
|
IAC/Interactivecorp
|
Lee Enterprises, Inc.
|
McClatchy Co. – CL A
|
Meredith Corp.
|
New Media Investment Group
|
New York Times Co. – CL A
|
News Corp.
|
Time, Inc.
|
Tronc Inc.
|
Yelp, Inc.
|
|
|
(a)
|
To the extent permitted by Code Section 162(m) and the Plan, the Committee shall have the authority to adjust the number of Performance Shares that are payable under the Award Agreement, adjust the Total Shareholder Return calculations or alter the methodology for calculating the number of Performance Shares to take into account the effects of a stock split, reverse stock split, stock dividend, spin-off, reorganization, recapitalization or similar transaction.
|
(b)
|
The aggregate grant with respect to awards of Performance Shares or Restricted Stock Units made in any one fiscal year to any one participant under the Plan may not exceed the value of five hundred thousand (500,000) Shares.
|
(c)
|
Before any Performance Shares are paid to the Employee, the Committee will certify, in writing, the Company’s satisfaction of the pre-established performance target and the number of Performance Shares payable to the Employee.
|
Stock Unit Vesting Schedule:
|
25% of the Stock Units shall vest on __/__/17*
|
Payment Date:
|
25% of the Stock Units shall be paid on __/__/17*
|
•
|
the Employee is required to report to a person below the Company’s Chief Executive Officer; or
|
•
|
the Employee ceases to be directly or indirectly responsible for the Product and Sales teams of ReachLocal, Inc. or the successor to such business.
|
•
|
embezzlement, fraud, misappropriation of funds, breach of fiduciary duty or other act of material dishonesty committed by the Employee or at his or her direction;
|
•
|
failure by the Employee to perform adequately the duties of his or her position, as a result of neglect or refusal, that he or she does not remedy within thirty (30) days after receipt of written notice from the Company;
|
•
|
the Employee’s violation of the Company’s employment policies;
|
•
|
the Employee’s conviction of, or plea of guilty or nolo contendere to a felony or any crime involving moral turpitude; or
|
•
|
the Employee is 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.
|
•
|
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
|
Cash Award Vesting Schedule:
|
25% of the Cash Award shall vest on __/__/17*
|
Payment Date:
|
25% of the Cash Award shall be paid on __/__/17*
|
•
|
the Employee is required to report to a person below the Company’s Chief Executive Officer; or
|
•
|
the Employee ceases to be directly or indirectly responsible for the Product and Sales teams of ReachLocal, Inc. or the successor to such business.
|
•
|
embezzlement, fraud, misappropriation of funds, breach of fiduciary duty or other act of material dishonesty committed by the Employee or at his or her direction;
|
•
|
failure by the Employee to perform adequately the duties of his or her position, as a result of neglect or refusal, that he or she does not remedy within thirty (30) days after receipt of written notice from the Company;
|
•
|
the Employee’s violation of the Company’s employment policies;
|
•
|
the Employee’s conviction of, or plea of guilty or nolo contendere to a felony or any crime involving moral turpitude; or
|
•
|
the Employee is 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.
|
•
|
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 that is equal to the value of this Award as of the date of the Change in Control;
|
•
|
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).
|
ENTITY
|
|
STATE OR JURISDICTION OF INCORPORATION / FORMATION
|
GANNETT CO., INC.
|
|
DELAWARE
|
ACTION ADVERTISING, INC.
|
|
WISCONSIN
|
THE ADVERTISER COMPANY
|
|
ALABAMA
|
ALEXANDRIA NEWSPAPERS, INC.
|
|
LOUISIANA
|
BAXTER COUNTY NEWSPAPERS, INC.
|
|
ARKANSAS
|
BIZZY, INC.
|
|
DELAWARE
|
BOAT SPINCO, INC.
|
|
WISCONSIN
|
CITIZEN PUBLISHING COMPANY
|
|
ARIZONA
|
THE COURIER-JOURNAL, INC.
|
|
DELAWARE
|
DEALON, LLC
|
|
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
|
DESK SPINCO, INC.
|
|
WISCONSIN
|
DETROIT FREE PRESS, INC.
|
|
MICHIGAN
|
DETROIT NEWSPAPER PARTNERSHIP, LP
|
|
DELAWARE
|
DIGICOL, INC.
|
|
DELAWARE
|
EVANSVILLE COURIER COMPANY, INC.
|
|
INDIANA
|
FEDERATED PUBLICATIONS, INC.
|
|
DELAWARE
|
GANNETT GP MEDIA, INC.
|
|
DELAWARE
|
GANNETT INTERNATIONAL COMMUNICATIONS, INC.
|
|
DELAWARE
|
GANNETT INTERNATIONAL FINANCE, LLC
|
|
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, LLC
|
|
DELAWARE
|
GANNETT SUPPLY CORPORATION
|
|
DELAWARE
|
GANNETT UK MEDIA, LLC
|
|
DELAWARE
|
GANNETT VERMONT INSURANCE, INC.
|
|
VERMONT
|
GANNETT VERMONT PUBLISHING, INC.
|
|
VERMONT
|
GCCC, LLC
|
|
DELAWARE
|
GCOE, LLC
|
|
DELAWARE
|
GFHC, LLC
|
|
DELAWARE
|
GNSS LLC
|
|
DELAWARE
|
GUAM PUBLICATIONS, INCORPORATED
|
|
HAWAII
|
INDIANA NEWSPAPERS, LLC
|
|
INDIANA
|
JOURNAL COMMUNITY PUBLISHING GROUP, INC.
|
|
WISCONSIN
|
JOURNAL MEDIA GROUP, INC.
|
|
WISCONSIN
|
JOURNAL SENTINEL, INC.
|
|
WISCONSIN
|
KICKSERV, INC.
|
|
DELAWARE
|
MEMPHIS PUBLISHING COMPANY
|
|
DELAWARE
|
MULTIMEDIA, INC.
|
|
SOUTH CAROLINA
|
PACIFIC MEDIA, INC.
|
|
DELAWARE
|
PHOENIX NEWSPAPERS, INC.
|
|
ARIZONA
|
PRESS-CITIZEN COMPANY INC.
|
|
IOWA
|
REACHLOCAL, INC.
|
|
DELAWARE
|
REACHLOCAL CANADA, INC.
|
|
DELAWARE
|
REACHLOCAL DP, INC.
|
|
DELAWARE
|
REACHLOCAL INTERNATIONAL, INC.
|
|
DELAWARE
|
REACHLOCAL INTERNATIONAL GP LLC
|
|
DELAWARE
|
RENO NEWSPAPERS, INC.
|
|
NEVADA
|
SALINAS NEWSPAPERS LLC
|
|
CALIFORNIA
|
SCRIPPS NP OPERATING, LLC
|
|
WISCONSIN
|
SEDONA PUBLISHING COMPANY, INC.
|
|
ARIZONA
|
THE SUN COMPANY OF SAN BERNARDINO, CALIFORNIA, LLC
|
|
CALIFORNIA
|
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
|
|
DELAWARE
|
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
|
GANNETT U.K. LIMITED
|
|
ENGLAND & WALES
|
NEWSQUEST LIMITED
|
|
ENGLAND & WALES
|
NEWSQUEST CAPITAL LIMITED
|
|
ENGLAND & WALES
|
NEWSQUEST MEDIA GROUP LTD
|
|
ENGLAND & WALES
|
ADVERTISER SERIES LIMITED
|
|
ENGLAND & WALES
|
ADVERTISING DISTRIBUTION SERVICES LIMITED
|
|
ENGLAND & WALES
|
ASHERCLOSE LIMITED
|
|
ENGLAND & WALES
|
THE AVON ADVERTISER LIMITED
|
|
ENGLAND & WALES
|
BAILEY NEWSPAPER GROUP LIMITED
|
|
ENGLAND & WALES
|
BAILEY PRINT LIMITED
|
|
ENGLAND & WALES
|
BAILEY WEB LIMITED
|
|
ENGLAND & WALES
|
BARRY PRINTING & PUBLISHING CO. LIMITED
|
|
ENGLAND & WALES
|
BECK & PARTRIDGE LIMITED
|
|
ENGLAND & WALES
|
THE BEDFORDSHIRE TIMES PUBLISHING COMPANY LIMITED
|
|
ENGLAND & WALES
|
BIRD BROTHERS LIMITED
|
|
ENGLAND & WALES
|
THE BRADFORD AND DISTRICT NEWSPAPER COMPANY LIMITED
|
|
ENGLAND & WALES
|
BRIGHTON & DISTRICT PROPERTY NEWS LIMITED
|
|
ENGLAND & WALES
|
BURY TIMES LIMITED
|
|
ENGLAND & WALES
|
C.H. PEACOCK LIMITED
|
|
ENGLAND & WALES
|
CAMPAIGN FREE NEWSPAPERS LIMITED
|
|
ENGLAND & WALES
|
CLEADON PRESS LIMITED
|
|
ENGLAND & WALES
|
THE CRAVEN HERALD LIMITED
|
|
ENGLAND & WALES
|
CSONCO LIMITED
|
|
ENGLAND & WALES
|
DAILY NEWS GROUP LIMITED
|
|
ENGLAND & WALES
|
DEVOBROOK LIMITED
|
|
ENGLAND & WALES
|
EXCHANGE ENTERPRISES LIMITED
|
|
ENGLAND & WALES
|
EXTONBASE LIMITED
|
|
ENGLAND & WALES
|
FOREST MACHINE JOURNAL LIMITED
|
|
ENGLAND & WALES
|
FOSSILCOVE LIMITED
|
|
ENGLAND & WALES
|
GLOUCESTERSHIRE INDEPENDENT LIMITED
|
|
ENGLAND & WALES
|
H DAWSON & CO (PRINTERS) LIMITED
|
|
ENGLAND & WALES
|
HAMPSHIRE NEWSPAPERS LIMITED
|
|
ENGLAND & WALES
|
HELSTON PRINTERS LIMITED
|
|
ENGLAND & WALES
|
HENRY PEASE & COMPANY LIMITED
|
|
ENGLAND & WALES
|
INDEPENDENT MEDIA LIMITED
|
|
ENGLAND & WALES
|
J H LAKE & CO LIMITED
|
|
ENGLAND & WALES
|
JAXMAN LIMITED
|
|
ENGLAND & WALES
|
JOHN H BURROWS & SONS LIMITED
|
|
ENGLAND & WALES
|
KINSMAN REEDS LIMITED
|
|
ENGLAND & WALES
|
LETTERCATCH LIMITED
|
|
ENGLAND & WALES
|
MSOMN LIMITED
|
|
ENGLAND & WALES
|
THE NATIONAL PRESS AGENCY LIMITED
|
|
ENGLAND & WALES
|
NEW FOREST POST LIMITED
|
|
ENGLAND & WALES
|
NEWSQUEST (ESSEX) LIMITED
|
|
ENGLAND & WALES
|
NEWSQUEST (HERTS & BUCKS) LIMITED.
|
|
ENGLAND & WALES
|
NEWSQUEST (INVESTMENTS) LIMITED
|
|
ENGLAND & WALES
|
NEWSQUEST (LEEDS) LIMITED
|
|
ENGLAND & WALES
|
NEWSQUEST (LONDON & ESSEX) LIMITED
|
|
ENGLAND & WALES
|
NEWSQUEST (MIDLANDS SOUTH) LIMITED
|
|
ENGLAND & WALES
|
NEWSQUEST (NORTH EAST) LIMITED
|
|
ENGLAND & WALES
|
NEWSQUEST (NORTH WEST) LIMITED
|
|
ENGLAND & WALES
|
NEWSQUEST (OXFORDSHIRE & WILTSHIRE) LIMITED
|
|
ENGLAND & WALES
|
NEWSQUEST (SUSSEX) LIMITED
|
|
ENGLAND & WALES
|
NEWSQUEST (YORK) LIMITED
|
|
ENGLAND & WALES
|
NEWSQUEST (YORKSHIRE & NORTH EAST) LIMITED
|
|
ENGLAND & WALES
|
NEWSQUEST FINANCIAL MEDIA LIMITED
|
|
ENGLAND & WALES
|
NEWSQUEST MEDIA (MIDLAND) LTD.
|
|
ENGLAND & WALES
|
NEWSQUEST MEDIA (SOUTHERN) LIMITED
|
|
ENGLAND & WALES
|
NEWSQUEST PENSION TRUSTEE LIMITED
|
|
ENGLAND & WALES
|
NEWSQUEST PRINTING (COLCHESTER) LIMITED
|
|
ENGLAND & WALES
|
NEWSQUEST PRINTING (LANCASHIRE) LIMITED
|
|
ENGLAND & WALES
|
NEWSQUEST SPECIALIST MEDIA LIMITED
|
|
ENGLAND & WALES
|
NORTH OF ENGLAND NEWSPAPER COMPANY LIMITED
|
|
ENGLAND & WALES
|
NURSING SPECTRUM UK LIMITED
|
|
ENGLAND & WALES
|
THE OXFORD MAIL AND TIMES LIMITED
|
|
ENGLAND & WALES
|
PACKET NEWSPAPERS (CORNWALL) LIMITED
|
|
ENGLAND & WALES
|
PARTRIDGE PRINTERS LIMITED
|
|
ENGLAND & WALES
|
PROPERTY WEEKLY LIMITED
|
|
ENGLAND & WALES
|
PYTHONDECK LIMITED
|
|
ENGLAND & WALES
|
RAWLINGS AND WALSH LIMITED
|
|
ENGLAND & WALES
|
RUSHOLMES PRINTERS LIMITED
|
|
ENGLAND & WALES
|
SALISBURY JOURNAL NEWSPAPERS LIMITED
|
|
ENGLAND & WALES
|
SAWP LIMITED
|
|
ENGLAND & WALES
|
SELLIX LIMITED
|
|
ENGLAND & WALES
|
SLOUGH NEWSPAPER PRINTERS LIMITED
|
|
ENGLAND & WALES
|
SOPRESS INVESTMENTS LIMITED
|
|
ENGLAND & WALES
|
SOUTH WALES ARGUS LIMITED
|
|
ENGLAND & WALES
|
SOUTH WEST COUNTIES NEWSPAPERS LIMITED
|
|
ENGLAND & WALES
|
SOUTH WEST WALES NEWSPAPERS LIMITED
|
|
ENGLAND & WALES
|
SOUTHERN NEWSPAPERS LIMITED
|
|
ENGLAND & WALES
|
SPICEFORD LIMITED
|
|
ENGLAND & WALES
|
STELERT LIMITED
|
|
ENGLAND & WALES
|
STONE SQUARE NEWSAGENCY LIMITED
|
|
ENGLAND & WALES
|
STOUR VALLEY NEWS LIMITED
|
|
ENGLAND & WALES
|
SURFIELD LIMITED
|
|
ENGLAND & WALES
|
SWALLOWDOVE LIMITED
|
|
ENGLAND & WALES
|
TEDDINGTON & HAMPTON TIMES LIMITED
|
|
ENGLAND & WALES
|
THIS IS ESSEX LIMITED
|
|
ENGLAND & WALES
|
TWO’S COMPANY (DATING) LIMITED
|
|
ENGLAND & WALES
|
WARDEN AND COMPANY LIMITED
|
|
ENGLAND & WALES
|
WEST COUNTRY MAGAZINES LIMITED
|
|
ENGLAND & WALES
|
WEST OF ENGLAND NEWSPAPERS LIMITED
|
|
ENGLAND & WALES
|
WESTMINSTER PRESS LIMITED
|
|
ENGLAND & WALES
|
WESTMORLAND GAZETTE LIMITED
|
|
ENGLAND & WALES
|
WILTSHIRE NEWSPAPERS LIMITED
|
|
ENGLAND & WALES
|
WM DRESSER AND SONS LIMITED
|
|
ENGLAND & WALES
|
WP PUBLISHING
|
|
ENGLAND & WALES
|
WROUGHTON PRESS LIMITED
|
|
ENGLAND & WALES
|
WXAN LIMITED
|
|
ENGLAND & WALES
|
YEOMAN DEVELOPMENTS (WINTON) LIMITED
|
|
ENGLAND & WALES
|
THE YORKSHIRE HERALD NEWSPAPER COMPANY LIMITED
|
|
ENGLAND & WALES
|
NEWSQUEST (BERKSHIRE) LIMITED
|
|
SCOTLAND
|
NEWSQUEST (CLYDE & FORTH PRESS) LIMITED
|
|
SCOTLAND
|
FIRTH FM HOLDINGS LIMITED
|
|
SCOTLAND
|
NEWSQUEST (HERALD & TIMES) LIMITED
|
|
SCOTLAND
|
NEWSQUEST (SUNDAY HERALD) LIMITED
|
|
SCOTLAND
|
NEWSQUEST MAGAZINES LIMITED
|
|
SCOTLAND
|
NEWSQUEST PRINTING (GLASGOW) LIMITED
|
|
SCOTLAND
|
ROMANES MEDIA LIMITED
|
|
SCOTLAND
|
ROMANES MEDIA GROUP LIMITED
|
|
SCOTLAND
|
ROMANES MEDIA GROUP EBT LIMITED
|
|
SCOTLAND
|
S1NOW LIMITED
|
|
SCOTLAND
|
YOUR RADIO FM LIMITED
|
|
SCOTLAND
|
WILLIAM TRIMBLE LIMITED
|
|
NORTHERN IRELAND
|
(1)
|
Registration Statement (Form S-8 No. 333-205320),
|
(2)
|
Registration Statement (Form S-8 No. 333-205321),
|
(3)
|
Registration Statement (Form S-8 No. 333-205322), and
|
(4)
|
Registration Statement (Form S-3ASR No. 333-205323);
|
/s/ Ernst & Young
|
|
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/ 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)
|
|