|
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
|
¨
|
|
|
|
|
|
|
Emerging growth company
|
¨
|
|
Item No.
|
|
Page
|
|
|
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|
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1
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||
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1A.
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||
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1B.
|
||
|
|
|
2
|
||
|
|
|
3
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||
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|
|
4
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||
|
|
|
|
|
|
|
|
|
5
|
||
|
|
|
6
|
||
|
|
|
7
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
|
|
|
|
7A.
|
||
|
|
|
8
|
||
|
|
|
9
|
||
|
|
|
9A.
|
||
|
|
|
|
|
|
|
|
|
10
|
||
|
|
|
11
|
||
|
|
|
12
|
||
|
|
|
13
|
||
|
|
|
14
|
||
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|
|
|
|
|
|
|
|
15
|
||
|
|
|
16
|
Title
|
|
Related Website(s)
|
|
Location
|
|
Daily
(a)
|
|
Sunday
(a)
|
USA TODAY
|
|
www.usatoday.com
|
|
McLean, Virginia
|
|
2,632,392
|
|
2,554,405
|
Detroit Free Press
|
|
www.freep.com
|
|
Detroit, Michigan
|
|
148,904
|
|
933,926
|
The Arizona Republic
|
|
www.azcentral.com
|
|
Phoenix, Arizona
|
|
130,283
|
|
378,602
|
Milwaukee Journal Sentinel
|
|
www.jsonline.com
|
|
Milwaukee, Wisconsin
|
|
111,251
|
|
170,791
|
The Indianapolis Star
|
|
www.indystar.com
|
|
Indianapolis, Indiana
|
|
84,831
|
|
196,584
|
The Cincinnati Enquirer
|
|
www.cincinnati.com
|
|
Cincinnati, Ohio
|
|
71,749
|
|
141,934
|
The Courier-Journal
|
|
www.courier-journal.com
|
|
Louisville, Kentucky
|
|
70,339
|
|
157,396
|
The Record
|
|
www.northjersey.com
|
|
Bergen, New Jersey
|
|
68,630
|
|
90,352
|
The Des Moines Register
|
|
www.desmoinesregister.com
|
|
Des Moines, Iowa
|
|
59,921
|
|
129,462
|
Democrat and Chronicle
|
|
www.democratandchronicle.com
|
|
Rochester, New York
|
|
57,773
|
|
100,479
|
(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
September 2018
Quarterly Publisher's Statement.
|
USA TODAY NETWORK MEDIA ORGANIZATIONS AND AFFILIATED DIGITAL PLATFORMS
|
||||||
State / Territory
|
|
Number of Local Media Organizations
(a)
|
|
Daily
(a)
|
|
Sunday
(a)
|
Alabama
|
|
1
|
|
13,124
|
|
16,691
|
Arizona
|
|
1
|
|
130,283
|
|
378,602
|
Arkansas
|
|
1
|
|
5,599
|
|
89
|
California
|
|
5
|
|
66,619
|
|
68,982
|
Colorado
|
|
1
|
|
15,238
|
|
19,145
|
Delaware
|
|
1
|
|
41,685
|
|
76,677
|
Florida
|
|
6
|
|
152,276
|
|
246,782
|
Guam
|
|
1
|
|
(a)
|
|
(a)
|
Indiana
|
|
5
|
|
142,463
|
|
274,640
|
Iowa
|
|
2
|
|
66,804
|
|
129,967
|
Kentucky
|
|
2
|
|
74,163
|
|
162,169
|
Louisiana
|
|
5
|
|
37,122
|
|
47,200
|
Maryland
|
|
1
|
|
7,627
|
|
9,949
|
Michigan
|
|
5
|
|
193,221
|
|
1,117,025
|
Minnesota
|
|
1
|
|
13,597
|
|
17,208
|
Mississippi
|
|
2
|
|
27,779
|
|
31,389
|
Missouri
|
|
1
|
|
18,844
|
|
39,246
|
Montana
|
|
1
|
|
14,470
|
|
15,916
|
Nevada
|
|
1
|
|
20,745
|
|
41,415
|
New Jersey
|
|
8
|
|
165,179
|
|
224,703
|
New Mexico
|
|
6
|
|
25,844
|
|
21,962
|
New York
|
|
6
|
|
138,453
|
|
202,875
|
North Carolina
|
|
1
|
|
20,430
|
|
37,889
|
Ohio
|
|
11
|
|
120,114
|
|
192,342
|
Oregon
|
|
1
|
|
20,809
|
|
25,602
|
Pennsylvania
|
|
4
|
|
43,078
|
|
60,023
|
South Carolina
|
|
2
|
|
37,697
|
|
92,061
|
South Dakota
|
|
1
|
|
20,454
|
|
43,885
|
Tennessee
|
|
6
|
|
160,589
|
|
305,673
|
Texas
|
|
5
|
|
61,337
|
|
148,383
|
Utah
|
|
1
|
|
7,706
|
|
9,487
|
Vermont
|
|
1
|
|
8,463
|
|
9,927
|
Virginia
|
|
2
|
|
2,648,758
|
|
2,573,380
|
Washington
|
|
1
|
|
11,696
|
|
13,244
|
Wisconsin
|
|
11
|
|
216,661
|
|
302,500
|
(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
September 2018
Quarterly Publisher's Statement. Note certain publications may be excluded from the company's reporting to the Alliance for Audited Media because they are lower frequency dailies that do not have a 5-day average or are located outside of the contiguous United States.
|
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
|
|
15,978
|
|
Bolton News
|
|
Bolton
|
|
www.theboltonnews.co.uk
|
|
8,166
|
|
Bournemouth - The Daily Echo
|
|
Bournemouth
|
|
www.bournemouthecho.co.uk
|
|
11,521
|
|
Bradford Telegraph & Argus
|
|
Bradford
|
|
www.thetelegraphandargus.co.uk
|
|
11,204
|
|
Colchester Daily Gazette
|
|
Colchester
|
|
www.gazette-news.co.uk
|
|
8,232
|
|
Dorset Echo
|
|
Dorset
|
|
www.dorsetecho.co.uk
|
|
8,700
|
|
Glasgow - Evening Times
|
|
Glasgow
|
|
www.eveningtimes.co.uk
|
|
19,130
|
|
Greenock Telegraph
(a)
|
|
Greenock
|
|
www.greenocktelegraph.co.uk
|
|
8,959
|
|
Lancashire Telegraph
|
|
Blackburn, Burnley
|
|
www.lancashiretelegraph.co.uk
|
|
8,149
|
|
Oxford Mail
|
|
Oxford
|
|
www.oxfordmail.co.uk
|
|
9,038
|
|
South Wales Argus - Newport
|
|
Newport
|
|
www.southwalesargus.co.uk
|
|
9,362
|
|
Southampton - Southern Daily Echo
|
|
Southampton
|
|
www.dailyecho.co.uk
|
|
13,665
|
|
Swindon Advertiser
|
|
Swindon
|
|
www.swindonadvertiser.co.uk
|
|
8,481
|
|
The Argus Brighton
|
|
Brighton
|
|
www.theargus.co.uk
|
|
10,212
|
|
The Herald, Scotland
|
|
Glasgow, Edinburgh
|
|
www.heraldscotland.co.uk
|
|
24,265
|
|
The National, Scotland
(a)
|
|
Glasgow, Edinburgh
|
|
www.thenational.scot
|
|
9,746
|
|
The Northern Echo
|
|
Darlington
|
|
www.thisisthenortheast.co.uk
|
|
20,323
|
|
The Press - York
|
|
York
|
|
www.yorkpress.co.uk
|
|
11,922
|
|
Worcester News
|
|
Worcester
|
|
www.worcesternews.co.uk
|
|
5,995
|
|
The Leader
|
|
Wrexham
|
|
www.leaderlive.co.uk
|
|
8,603
|
|
The Mail
|
|
Cumbria
|
|
www.nwemail.co.uk
|
|
5,287
|
|
News & Star
|
|
Carlisle
|
|
www.newsandstar.co.uk
|
|
6,467
|
|
•
|
The strategy may require significant time and investment, and the investments may result in lower margins and increase our operating expenses or capital expenditures;
|
•
|
The reorganization of personnel, including senior executives, required to implement our strategy may be disruptive to, or cause uncertainty in, our business. The failure to ensure a smooth transition and effective transfer of knowledge involving senior employees could hinder our strategic execution and succession planning;
|
•
|
We may be unsuccessful in recruiting and retaining the talent required to operate and grow our digital marketing solutions and content businesses or to internally develop related technologies. We expect to face competition for such talent from larger or more well established digital companies with a stronger digital brand association and greater resources; and
|
•
|
The technology required to support our digital marketing solutions or consumer businesses may be unavailable, and we may be unsuccessful in developing it internally.
|
•
|
The reorganization may be disruptive to existing relationships with advertisers;
|
•
|
We may be unsuccessful in training our existing sales force on our entire suite of advertising products and services, including additional products or services we may add to our suite through acquisitions or internal development;
|
•
|
We may be unsuccessful in recruiting and retaining sales personnel with the knowledge and skills required to market our products and services effectively; and
|
•
|
The LOCALiQ brand may not achieve recognition in the market.
|
•
|
Increase digital audiences, grow the number of digital-only subscribers to our consumer products, and increase how much they pay for those products;
|
•
|
Attract advertisers to our digital products;
|
•
|
Tailor our products for mobile devices;
|
•
|
Structure our sales force to market our entire suite of advertising products and services, including print, digital display, and digital marketing services;
|
•
|
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;
|
•
|
Broaden our content offerings to encompass offerings outside of the traditional news and information category; 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 requires users to pay for content after accessing a limited number of pages or news articles for free on our websites each month) or increases in the rates for digital subscriptions 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.
|
•
|
Increases in supplier operating expenses due to rising raw material or energy costs or other factors;
|
•
|
Further reduction in the number of suppliers due to continuing consolidation of North American newsprint mills;
|
•
|
Challenges in maintaining existing relationships with newsprint suppliers;
|
•
|
Increases in freight costs; and
|
•
|
Unavailability of trucks or other means of transporting newsprint due to changes in trucking regulations and other factors.
|
•
|
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 factors such as 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;
|
•
|
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.
|
•
|
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.
|
|
June 2015
|
December 2015
|
December 2016
|
December 2017
|
December 2018
|
||||||||||
Gannett Co., Inc.
|
$
|
100.00
|
|
$
|
117.16
|
|
$
|
75.08
|
|
$
|
94.78
|
|
$
|
74.32
|
|
Russell 2000 Index
|
$
|
100.00
|
|
$
|
91.78
|
|
$
|
111.34
|
|
$
|
127.64
|
|
$
|
113.59
|
|
S&P 500 Index
|
$
|
100.00
|
|
$
|
101.23
|
|
$
|
113.66
|
|
$
|
138.47
|
|
$
|
130.97
|
|
Peer Group
|
$
|
100.00
|
|
$
|
85.34
|
|
$
|
88.82
|
|
$
|
126.43
|
|
$
|
130.12
|
|
Year
|
Name
|
Location
|
Description
|
2018
|
WordStream
|
Boston, Massachusetts
|
Provider of cloud-based software-as-a-service solutions
|
2017
|
SweetIQ
|
Montreal, Canada
|
Digital marketing solutions firm
|
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
|
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
|
•
|
Our ability to achieve our strategic transformation;
|
•
|
Potential disruption due to the reorganization of our sales force;
|
•
|
An accelerated decline in general print readership and/or advertiser patterns as a result of changing consumer preferences, 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, challenges associated with new delivery platforms, declines in web traffic levels, technical failures, and proliferation of ad blocking technologies;
|
•
|
Competitive pressures in the markets in which we operate;
|
•
|
Macroeconomic trends and conditions;
|
•
|
Increases in newsprint costs over the levels anticipated or declines in newsprint supply;
|
•
|
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 talent;
|
•
|
Labor relations, including, but not limited to, labor disputes which may cause business interruptions, revenue declines or increased labor costs;
|
•
|
Potential disruption or interruption of our IT systems due to accidents, extraordinary weather events, civil unrest, political events, terrorism or cyber security attacks;
|
•
|
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 related to MNG Enterprises, Inc.'s unsolicited proposal to acquire the company and related nomination of six candidates for election to the company's board of directors, which could, among other matters, cause us to incur significant expense and impact the trading value of our securities;
|
•
|
Variability in the exchange rate relative to the U.S. dollar of currencies in foreign jurisdictions in which we operate;
|
•
|
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;
|
•
|
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;
|
•
|
Risks to our liquidity related to the redemption, conversion, and similar features of our convertible notes; and
|
•
|
Other uncertainties relating to general economic, political, business, industry, regulatory and market conditions.
|
•
|
WordStream, Inc. (WordStream)
– In
July 2018
, our ReachLocal segment completed the acquisition of WordStream, a provider of cloud-based software-as-a-service solutions for local and regional businesses and agencies, for approximately
$132.5 million
, net of cash acquired. In addition, up to
$20.0 million
of additional consideration is payable in
2019
and
2020
based upon the achievement of certain revenue targets.
|
•
|
SweetIQ Analytics Corp. (SweetIQ)
– In
April 2017
, we completed the acquisition of SweetIQ, a location and customer engagement software provider, for approximately
$31.8 million
, net of cash acquired. SweetIQ's customers include businesses with multi-location brands and agencies that target local marketing.
|
•
|
ReachLocal, Inc. (ReachLocal)
– In
August 2016
, we completed the acquisition of
100%
of the outstanding common stock of ReachLocal for approximately
$162.5 million
, net of cash acquired. ReachLocal offers online marketing, digital advertising, software-as-a-service, and web presence products and solutions to local businesses.
|
•
|
Certain assets of North Jersey Media Group, Inc. (NJMG)
– In
July 2016
, we completed the acquisition of certain assets of NJMG for approximately
$38.6 million
. NJMG is a media company with print and digital publishing operations serving
|
•
|
Journal Media Group, Inc. (JMG)
– In
April 2016
, we completed the acquisition of
100%
of the outstanding common stock of JMG for approximately
$260.6 million
, net of cash acquired. JMG is a media company with print and digital publishing operations serving
15
U.S. markets in
nine
states.
|
•
|
We completed other immaterial acquisitions during the periods presented.
|
In thousands, except per share amounts
|
|
|
|
|
|
|
|
|
|
||||||||
|
2018
(1)
|
|
2017
(1)
|
|
Change
|
|
2016
(1)
|
|
Change
|
||||||||
Operating revenues:
|
|
|
|
|
|
|
|
|
|
||||||||
Publishing
|
$
|
2,559,563
|
|
|
$
|
2,812,243
|
|
|
(9
|
%)
|
|
$
|
2,933,095
|
|
|
(4
|
%)
|
ReachLocal
|
411,505
|
|
|
358,728
|
|
|
15
|
%
|
|
110,144
|
|
|
***
|
|
|||
Corporate and other
|
7,417
|
|
|
4,835
|
|
|
53
|
%
|
|
4,235
|
|
|
14
|
%
|
|||
Intersegment eliminations
|
(61,647
|
)
|
|
(29,326
|
)
|
|
***
|
|
|
—
|
|
|
***
|
|
|||
Total operating revenues
|
2,916,838
|
|
|
3,146,480
|
|
|
(7
|
%)
|
|
3,047,474
|
|
|
3
|
%
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||||
Publishing
|
2,395,564
|
|
|
2,592,566
|
|
|
(8
|
%)
|
|
2,697,697
|
|
|
(4
|
%)
|
|||
ReachLocal
|
412,608
|
|
|
377,667
|
|
|
9
|
%
|
|
128,872
|
|
|
***
|
|
|||
Corporate and other
|
141,551
|
|
|
138,002
|
|
|
3
|
%
|
|
131,535
|
|
|
5
|
%
|
|||
Intersegment eliminations
|
(61,647
|
)
|
|
(29,326
|
)
|
|
***
|
|
|
—
|
|
|
***
|
|
|||
Total operating expenses
|
2,888,076
|
|
|
3,078,909
|
|
|
(6
|
%)
|
|
2,958,104
|
|
|
4
|
%
|
|||
Operating income
|
28,762
|
|
|
67,571
|
|
|
(57
|
%)
|
|
89,370
|
|
|
(24
|
%)
|
|||
Non-operating income (expense)
|
1,397
|
|
|
(26,830
|
)
|
|
***
|
|
|
(22,942
|
)
|
|
17
|
%
|
|||
Income before income taxes
|
30,159
|
|
|
40,741
|
|
|
(26
|
%)
|
|
66,428
|
|
|
(39
|
%)
|
|||
Provision for income taxes
|
15,119
|
|
|
33,854
|
|
|
(55
|
%)
|
|
13,718
|
|
|
***
|
|
|||
Net income
|
$
|
15,040
|
|
|
$
|
6,887
|
|
|
***
|
|
|
$
|
52,710
|
|
|
(87
|
%)
|
Diluted earnings per share
|
$
|
0.13
|
|
|
$
|
0.06
|
|
|
***
|
|
|
$
|
0.44
|
|
|
(86
|
%)
|
•
|
Reported revenues or expenses
|
•
|
Less: revenues or expenses for our
2017
publishing acquisitions from the date of the acquisition through the end of the year
|
•
|
Less: revenues or expenses for our
2016
publishing acquisitions from the beginning of fiscal year
2017
through the first year anniversary of their applicable acquisition date
|
•
|
Less: 53rd week revenue or expenses
|
•
|
Less: operations exited in
2017
|
•
|
Add (less): decreases (increases) in foreign currency translation impacts based on a constant currency calculation
|
In thousands
|
|
|
|
|
|
|
|
|
|
||||||||
|
2018
(1)
|
|
2017
(1)
|
|
Change
|
|
2016
(1)
|
|
Change
|
||||||||
Operating revenues:
|
|
|
|
|
|
|
|
|
|
||||||||
Advertising and marketing services
|
$
|
1,311,217
|
|
|
$
|
1,496,883
|
|
|
(12
|
%)
|
|
$
|
1,602,845
|
|
|
(7
|
%)
|
Circulation
|
1,063,022
|
|
|
1,120,739
|
|
|
(5
|
%)
|
|
1,133,676
|
|
|
(1
|
%)
|
|||
Other
|
185,324
|
|
|
194,621
|
|
|
(5
|
%)
|
|
196,574
|
|
|
(1
|
%)
|
|||
Total operating revenues
|
2,559,563
|
|
|
2,812,243
|
|
|
(9
|
%)
|
|
2,933,095
|
|
|
(4
|
%)
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||||
Cost of sales
|
1,626,011
|
|
|
1,767,226
|
|
|
(8
|
%)
|
|
1,850,230
|
|
|
(4
|
%)
|
|||
Selling, general and administrative expenses
|
574,406
|
|
|
605,954
|
|
|
(5
|
%)
|
|
641,394
|
|
|
(6
|
%)
|
|||
Depreciation and amortization
|
96,148
|
|
|
135,214
|
|
|
(29
|
%)
|
|
105,102
|
|
|
29
|
%
|
|||
Restructuring costs
|
48,904
|
|
|
37,376
|
|
|
31
|
%
|
|
45,031
|
|
|
(17
|
%)
|
|||
Asset impairment charges
|
50,095
|
|
|
46,796
|
|
|
7
|
%
|
|
55,940
|
|
|
(16
|
%)
|
|||
Total operating expenses
|
2,395,564
|
|
|
2,592,566
|
|
|
(8
|
%)
|
|
2,697,697
|
|
|
(4
|
%)
|
|||
Operating income
|
$
|
163,999
|
|
|
$
|
219,677
|
|
|
(25
|
%)
|
|
$
|
235,398
|
|
|
(7
|
%)
|
In thousands
|
|||||||||||||||||
|
2018
|
|
2017
|
|
Change
|
|
2016
|
|
Change
|
||||||||
Operating income (GAAP basis)
|
$
|
163,999
|
|
|
$
|
219,677
|
|
|
(25
|
%)
|
|
$
|
235,398
|
|
|
(7
|
%)
|
Depreciation and amortization
|
96,148
|
|
|
135,214
|
|
|
(29
|
%)
|
|
105,102
|
|
|
29
|
%
|
|||
Restructuring costs
|
48,904
|
|
|
37,376
|
|
|
31
|
%
|
|
45,031
|
|
|
(17
|
%)
|
|||
Asset impairment charges
|
50,095
|
|
|
46,796
|
|
|
7
|
%
|
|
55,940
|
|
|
(16
|
%)
|
|||
Acquisition-related items
|
—
|
|
|
375
|
|
|
(100
|
%)
|
|
777
|
|
|
(52
|
%)
|
|||
Other items
|
2,351
|
|
|
(7,018
|
)
|
|
***
|
|
|
1,860
|
|
|
***
|
|
|||
Adjusted EBITDA (non-GAAP basis)
|
$
|
361,497
|
|
|
$
|
432,420
|
|
|
(16
|
%)
|
|
$
|
444,108
|
|
|
(3
|
%)
|
In thousands
|
|
|
|
|
|
|
|
|
|
||||||||
|
2018
(1)
|
|
2017
(1)
|
|
Change
|
|
2016
(1)
|
|
Change
|
||||||||
Advertising and marketing services
|
$
|
411,505
|
|
|
$
|
358,728
|
|
|
15
|
%
|
|
$
|
110,144
|
|
|
***
|
|
Total operating revenues
|
411,505
|
|
|
358,728
|
|
|
15
|
%
|
|
110,144
|
|
|
***
|
|
|||
Operating Expenses:
|
|
|
|
|
|
|
|
|
|
||||||||
Cost of sales
|
222,728
|
|
|
207,289
|
|
|
7
|
%
|
|
67,414
|
|
|
***
|
|
|||
Selling, general and administrative expenses
|
142,590
|
|
|
135,496
|
|
|
5
|
%
|
|
48,582
|
|
|
***
|
|
|||
Depreciation and amortization
|
42,000
|
|
|
33,902
|
|
|
24
|
%
|
|
12,236
|
|
|
***
|
|
|||
Restructuring costs
|
4,913
|
|
|
980
|
|
|
***
|
|
|
640
|
|
|
53
|
%
|
|||
Asset impairment charges
|
377
|
|
|
—
|
|
|
***
|
|
|
—
|
|
|
—
|
%
|
|||
Total operating expenses
|
412,608
|
|
|
377,667
|
|
|
9
|
%
|
|
128,872
|
|
|
***
|
|
|||
Operating loss
|
(1,103
|
)
|
|
(18,939
|
)
|
|
(94
|
%)
|
|
(18,728
|
)
|
|
1
|
%
|
As of Date
|
December 31, 2018
|
|
December 31, 2017
|
|
December 25, 2016
|
|||
Active Clients
(a)
|
20,800
|
|
|
19,000
|
|
|
15,300
|
|
Active Product Units
(b)
|
40,300
|
|
|
37,500
|
|
|
27,900
|
|
In thousands
|
|||||||||||||||||
|
2018
|
|
2017
|
|
Change
|
|
2016
|
|
Change
|
||||||||
Operating loss (GAAP basis)
|
$
|
(1,103
|
)
|
|
$
|
(18,939
|
)
|
|
(94
|
%)
|
|
$
|
(18,728
|
)
|
|
1
|
%
|
Depreciation and amortization
|
42,000
|
|
|
33,902
|
|
|
24
|
%
|
|
12,236
|
|
|
***
|
|
|||
Restructuring costs
|
4,913
|
|
|
980
|
|
|
***
|
|
|
640
|
|
|
53
|
%
|
|||
Asset impairment charges
|
377
|
|
|
—
|
|
|
***
|
|
|
—
|
|
|
—
|
%
|
|||
Acquisition-related items
|
459
|
|
|
43
|
|
|
***
|
|
|
—
|
|
|
***
|
|
|||
Other items
|
1,249
|
|
|
567
|
|
|
***
|
|
|
—
|
|
|
***
|
|
|||
Adjusted EBITDA (non-GAAP basis)
|
$
|
47,895
|
|
|
$
|
16,553
|
|
|
***
|
|
|
$
|
(5,852
|
)
|
|
***
|
|
In thousands
|
2018
|
|
2017
|
|
2016
|
||||||
Pre-tax net income
|
$
|
30,159
|
|
|
$
|
40,741
|
|
|
$
|
66,428
|
|
Income tax expense
|
15,119
|
|
|
33,854
|
|
|
13,718
|
|
|||
Effective tax rate
|
50
|
%
|
|
83
|
%
|
|
21
|
%
|
In thousands
|
|||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Net cash flow from operating activities
|
$
|
157,517
|
|
|
$
|
236,023
|
|
|
$
|
167,923
|
|
Net cash flow used for investing activities
|
(128,526
|
)
|
|
(87,569
|
)
|
|
(519,073
|
)
|
|||
Net cash flow from (used for) financing activities
|
(57,869
|
)
|
|
(141,786
|
)
|
|
271,418
|
|
|||
Effect of currency exchange rate change
|
1,707
|
|
|
(848
|
)
|
|
(272
|
)
|
|||
Net increase (decrease) in cash
|
$
|
(27,171
|
)
|
|
$
|
5,820
|
|
|
$
|
(80,004
|
)
|
•
|
Adjusted EBITDA
is a non-GAAP financial performance measure we believe offers a useful view of the overall operation of our businesses. Adjusted EBITDA is defined as net income before (1) income taxes, (2) interest expense, (3) equity income, (4) other non-operating items, (5) restructuring costs (including severance-related and facility consolidation costs) (6) acquisition-related expenses (including certain integration expenses), (7) asset impairment charges, (8) other items (including certain business transformation costs, litigation expenses, multi-employer pension withdrawals, and gains or losses on certain investments), (9) depreciation, and (10) amortization. When adjusted EBITDA is discussed in this report, the most directly comparable GAAP financial measure is net income.
|
•
|
Adjusted net income
is a non-GAAP financial performance measure we use for the purpose of calculating adjusted EPS. Adjusted net income is defined as net income before the adjustments we apply in calculating adjusted EPS as described below. We believe presenting adjusted net income is useful to enable investors to understand how we calculate adjusted EPS, which provides a useful view of the overall operation of our business. When adjusted net income is described in this report, the most directly comparable GAAP financial measure is net income.
|
•
|
Adjusted EPS
is a non-GAAP financial performance measure we believe offers a useful view of the overall operation of our business. We define adjusted EPS as EPS before tax-effected (1) restructuring costs (including severance-related and facility consolidation costs), (2) asset impairment charges, (3) acquisition-related expenses (including certain integration expenses), (4) non-operating gains and losses, and (5) other items (including certain business transformation expenses, litigation expenses, multi-employer pension withdrawals, and gains or losses on certain investments). The tax impact on these non-GAAP tax deductible adjustments is based on the estimated statutory tax rates for the U.K. of 19% and the U.S. of 25.5%. In addition, tax is adjusted in certain years for non-recurring items such as non-deductible acquisition costs, a tax benefit related to a worthless stock and bad debt deduction, effects related to the passage of the Tax Cuts and Jobs Act, and a valuation allowance on deferred tax assets related to the tax basis of certain intangibles. When adjusted EPS is discussed in this report, the most directly comparable GAAP financial measure is diluted EPS.
|
•
|
Free cash flow
is a non-GAAP liquidity measure that adjusts our reported GAAP results for items we believe are critical to the ongoing success of our business. We define free cash flow as cash flow from operating activities less capital expenditures, which results in a figure representing free cash flow available for use in operations, additional investments, debt obligations, and returns to shareholders. When free cash flow is discussed in this report, the most directly comparable GAAP financial measure is net cash from operating activities.
|
In thousands
|
|
|
|
|
|
|
|
|
|
||||||||
|
2018
|
|
2017
|
|
Change
|
|
2016
|
|
Change
|
||||||||
Net income (GAAP basis)
|
$
|
15,040
|
|
|
$
|
6,887
|
|
|
***
|
|
|
$
|
52,710
|
|
|
(87
|
%)
|
Provision for income taxes
|
15,119
|
|
|
33,854
|
|
|
(55
|
%)
|
|
13,718
|
|
|
***
|
|
|||
Interest expense
|
24,669
|
|
|
17,142
|
|
|
44
|
%
|
|
12,791
|
|
|
34
|
%
|
|||
Other non-operating items, net
|
(26,066
|
)
|
|
9,688
|
|
|
***
|
|
|
10,151
|
|
|
(5
|
%)
|
|||
Operating income (GAAP basis)
|
$
|
28,762
|
|
|
$
|
67,571
|
|
|
(57
|
%)
|
|
$
|
89,370
|
|
|
(24
|
%)
|
Depreciation and amortization
|
157,714
|
|
|
191,885
|
|
|
(18
|
%)
|
|
132,964
|
|
|
44
|
%
|
|||
Restructuring costs
|
67,926
|
|
|
44,284
|
|
|
53
|
%
|
|
45,757
|
|
|
(3
|
%)
|
|||
Asset impairment charges
|
50,472
|
|
|
46,796
|
|
|
8
|
%
|
|
55,940
|
|
|
(16
|
%)
|
|||
Acquisition-related items
|
7,555
|
|
|
5,202
|
|
|
45
|
%
|
|
32,683
|
|
|
(84
|
%)
|
|||
Other items
|
9,302
|
|
|
4,195
|
|
|
***
|
|
|
3,181
|
|
|
32
|
%
|
|||
Adjusted EBITDA (non-GAAP basis)
|
$
|
321,731
|
|
|
$
|
359,933
|
|
|
(11
|
%)
|
|
$
|
359,895
|
|
|
0
|
%
|
In thousands, except per share amounts
|
|
|
|
|
|
|
|
|
|
||||||||
|
2018
|
|
2017
|
|
Change
|
|
2016
|
|
Change
|
||||||||
Restructuring costs (including accelerated depreciation)
|
84,654
|
|
|
88,331
|
|
|
(4
|
%)
|
|
48,975
|
|
|
80
|
%
|
|||
Asset impairment charges
|
50,472
|
|
|
46,796
|
|
|
8
|
%
|
|
55,940
|
|
|
(16
|
%)
|
|||
Acquisition-related items
|
7,555
|
|
|
5,202
|
|
|
45
|
%
|
|
32,683
|
|
|
(84
|
%)
|
|||
(Gains) losses from non-operating activities
|
(12,064
|
)
|
|
(4,710
|
)
|
|
***
|
|
|
3,115
|
|
|
***
|
|
|||
Other items
|
4,996
|
|
|
(3,276
|
)
|
|
***
|
|
|
1,860
|
|
|
***
|
|
|||
Pretax impact
|
135,613
|
|
|
132,343
|
|
|
2
|
%
|
|
142,573
|
|
|
(7
|
%)
|
|||
Income tax impact of above items
|
(30,913
|
)
|
|
(50,826
|
)
|
|
(39
|
%)
|
|
(50,609
|
)
|
|
0
|
%
|
|||
Estimated effect of U.S. statutory tax rate change
|
(2,583
|
)
|
|
42,776
|
|
|
***
|
|
|
—
|
|
|
***
|
|
|||
Other tax-related items
|
7,564
|
|
|
(12,169
|
)
|
|
***
|
|
|
—
|
|
|
***
|
|
|||
Impact of items affecting comparability on net income
|
$
|
109,681
|
|
|
$
|
112,124
|
|
|
(2
|
%)
|
|
$
|
91,964
|
|
|
22
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Net income (GAAP basis)
|
$
|
15,040
|
|
|
$
|
6,887
|
|
|
***
|
|
|
$
|
52,710
|
|
|
(87
|
%)
|
Impact of items affecting comparability on net income
|
109,681
|
|
|
112,124
|
|
|
(2
|
%)
|
|
91,964
|
|
|
22
|
%
|
|||
Adjusted net income (non-GAAP basis)
|
$
|
124,721
|
|
|
$
|
119,011
|
|
|
5
|
%
|
|
$
|
144,674
|
|
|
(18
|
%)
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Earnings per share - diluted (GAAP basis)
|
$
|
0.13
|
|
|
$
|
0.06
|
|
|
***
|
|
|
$
|
0.44
|
|
|
(86
|
%)
|
Impact of items affecting comparability on net income
|
0.95
|
|
|
0.97
|
|
|
(2
|
%)
|
|
0.78
|
|
|
24
|
%
|
|||
Adjusted earnings per share - diluted (non-GAAP basis)
|
$
|
1.08
|
|
|
$
|
1.03
|
|
|
5
|
%
|
|
$
|
1.22
|
|
|
(16
|
%)
|
Diluted weighted average number of common shares outstanding (GAAP basis)
|
115,751
|
|
|
115,610
|
|
|
—
|
%
|
|
118,625
|
|
|
(3
|
%)
|
|||
Diluted weighted average number of common shares outstanding (non-GAAP basis)
|
115,751
|
|
|
115,610
|
|
|
—
|
%
|
|
118,625
|
|
|
(3
|
%)
|
In thousands
|
|
|
|
|
|
|
|
|
|
||||||||||
|
2018
|
|
2017
|
|
Change
|
|
2016
|
|
Change
|
||||||||||
Cash flow from operating activities
|
$
|
157,517
|
|
|
$
|
236,023
|
|
|
$
|
(78,506
|
)
|
|
$
|
167,923
|
|
|
$
|
68,100
|
|
Capital expenditures
|
(63,143
|
)
|
|
(72,325
|
)
|
|
9,182
|
|
|
(60,048
|
)
|
|
(12,277
|
)
|
|||||
Free cash flow
|
$
|
94,374
|
|
|
$
|
163,698
|
|
|
$
|
(69,324
|
)
|
|
$
|
107,875
|
|
|
$
|
55,823
|
|
In thousands
|
Payments Due by Period
|
||||||||||||||||||
|
Total
|
|
2019
|
|
2020 - 2021
|
|
2022 - 2023
|
|
Thereafter
|
||||||||||
Operating leases
(a)
|
$
|
396,180
|
|
|
$
|
59,134
|
|
|
$
|
96,602
|
|
|
$
|
74,932
|
|
|
$
|
165,512
|
|
Purchase obligations
(b) (e)
|
521,838
|
|
|
148,583
|
|
|
151,915
|
|
|
115,740
|
|
|
105,600
|
|
|||||
Other noncurrent liabilities
(c)
|
29,640
|
|
|
29,605
|
|
|
35
|
|
|
—
|
|
|
—
|
|
|||||
Retirement plan contributions
(d)
|
123,851
|
|
|
54,188
|
|
|
69,663
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
1,071,509
|
|
|
$
|
291,510
|
|
|
$
|
318,215
|
|
|
$
|
190,672
|
|
|
$
|
271,112
|
|
(a)
|
See
Note 12 — Commitments, contingencies and other matters
to the
consolidated 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 for which we are liable under purchase orders outstanding at
December 31, 2018
are reflected in the Consolidated Balance Sheets as accounts payable and accrued liabilities and are excluded from the table above.
|
(c)
|
Consists of unfunded and under-funded postretirement benefit plans excluding the Gannett Retirement Plan and Newsquest Pension Scheme. 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. Under-funded plans include the Newspaper Guild of Detroit Plan. 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 and Newsquest Pension Scheme. 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.
|
(e)
|
In
January 2019
, a material new contract was signed requiring incremental purchase obligations of
$52.5 million
for
2019
and
$63.0 million
for
2020
.
|
|
Page
|
|
|
FINANCIAL STATEMENTS
|
|
Report of Independent Registered Public Accounting Firm
|
|
Consolidated Balance Sheets
|
|
Consolidated Statements of Income
|
|
Consolidated Statements of Comprehensive Income (Loss)
|
|
Consolidated Statements of Cash Flows
|
|
Consolidated Statements of Equity
|
|
Notes to Consolidated Financial Statements
|
|
|
|
GANNETT CO., INC.
CONSOLIDATED BALANCE SHEETS
|
|||||||
In thousands, except share data
|
|||||||
|
December 31,
|
||||||
Assets
|
2018
|
|
2017
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
93,559
|
|
|
$
|
120,589
|
|
Accounts receivable, less allowance for doubtful accounts of $11,088 and $11,588
|
343,617
|
|
|
352,546
|
|
||
Other receivables
|
19,230
|
|
|
26,296
|
|
||
Inventories
|
44,619
|
|
|
30,199
|
|
||
Prepaid income taxes
|
18,835
|
|
|
4,286
|
|
||
Prepaid expenses and other current assets
|
60,701
|
|
|
55,932
|
|
||
Total current assets
|
580,561
|
|
|
589,848
|
|
||
Property, plant and equipment, net
|
796,009
|
|
|
933,334
|
|
||
Goodwill
|
779,597
|
|
|
737,716
|
|
||
Intangible assets, net
|
170,344
|
|
|
139,654
|
|
||
Deferred income taxes
|
51,039
|
|
|
102,492
|
|
||
Pension assets
|
48,077
|
|
|
2,103
|
|
||
Other assets
|
52,784
|
|
|
64,830
|
|
||
Total assets
|
$
|
2,478,411
|
|
|
$
|
2,569,977
|
|
|
|
|
|
||||
Liabilities and equity
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Accounts payable and accrued liabilities
|
$
|
387,003
|
|
|
$
|
387,406
|
|
Deferred revenue
|
117,083
|
|
|
122,791
|
|
||
Other current liabilities
|
47,482
|
|
|
—
|
|
||
Total current liabilities
|
551,568
|
|
|
510,197
|
|
||
Income taxes
|
21,679
|
|
|
15,181
|
|
||
Postretirement medical and life insurance liabilities
|
69,938
|
|
|
83,344
|
|
||
Pension liabilities
|
319,084
|
|
|
421,876
|
|
||
Long-term portion of revolving credit facility
|
135,000
|
|
|
355,000
|
|
||
Convertible debt
|
169,264
|
|
|
—
|
|
||
Other noncurrent liabilities
|
176,772
|
|
|
166,984
|
|
||
Total noncurrent liabilities
|
891,737
|
|
|
1,042,385
|
|
||
Total liabilities
|
1,443,305
|
|
|
1,552,582
|
|
||
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, 118,875,977 and 117,547,116 shares issued
|
1,189
|
|
|
1,175
|
|
||
Treasury stock at cost, 5,750,000 shares
|
(50,046
|
)
|
|
(50,046
|
)
|
||
Additional paid-in capital
|
1,822,094
|
|
|
1,786,941
|
|
||
Accumulated deficit
|
(121,435
|
)
|
|
(64,158
|
)
|
||
Accumulated other comprehensive loss
|
(616,696
|
)
|
|
(656,517
|
)
|
||
Total equity
|
1,035,106
|
|
|
1,017,395
|
|
||
Total liabilities and equity
|
$
|
2,478,411
|
|
|
$
|
2,569,977
|
|
GANNETT CO., INC.
CONSOLIDATED STATEMENTS OF INCOME
|
|||||||||||
In thousands, except per share data
|
|||||||||||
Fiscal year ended
|
December 31, 2018
|
|
December 31, 2017
|
|
December 25, 2016
|
||||||
Operating revenues:
|
|
|
|
|
|
||||||
Advertising and marketing services
|
$
|
1,661,075
|
|
|
$
|
1,826,233
|
|
|
$
|
1,712,989
|
|
Circulation
|
1,063,022
|
|
|
1,120,739
|
|
|
1,133,676
|
|
|||
Other
|
192,741
|
|
|
199,508
|
|
|
200,809
|
|
|||
Total operating revenues
|
2,916,838
|
|
|
3,146,480
|
|
|
3,047,474
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
Cost of sales
|
1,803,496
|
|
|
1,959,638
|
|
|
1,927,895
|
|
|||
Selling, general and administrative expenses
|
808,468
|
|
|
836,306
|
|
|
795,548
|
|
|||
Depreciation and amortization
|
157,714
|
|
|
191,885
|
|
|
132,964
|
|
|||
Restructuring costs
|
67,926
|
|
|
44,284
|
|
|
45,757
|
|
|||
Asset impairment charges
|
50,472
|
|
|
46,796
|
|
|
55,940
|
|
|||
Total operating expenses
|
2,888,076
|
|
|
3,078,909
|
|
|
2,958,104
|
|
|||
Operating income
|
28,762
|
|
|
67,571
|
|
|
89,370
|
|
|||
Non-operating income (expense):
|
|
|
|
|
|
||||||
Interest expense
|
(24,669
|
)
|
|
(17,142
|
)
|
|
(12,791
|
)
|
|||
Other non-operating items, net
|
26,066
|
|
|
(9,688
|
)
|
|
(10,151
|
)
|
|||
Non-operating income (expense)
|
1,397
|
|
|
(26,830
|
)
|
|
(22,942
|
)
|
|||
Income before income taxes
|
30,159
|
|
|
40,741
|
|
|
66,428
|
|
|||
Provision for income taxes
|
15,119
|
|
|
33,854
|
|
|
13,718
|
|
|||
Net income
|
$
|
15,040
|
|
|
$
|
6,887
|
|
|
$
|
52,710
|
|
Earnings per share - basic
|
$
|
0.13
|
|
|
$
|
0.06
|
|
|
$
|
0.45
|
|
Earnings per share - diluted
|
$
|
0.13
|
|
|
$
|
0.06
|
|
|
$
|
0.44
|
|
GANNETT CO., INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
|
||||||||||||
In thousands
|
||||||||||||
Fiscal year ended
|
December 31, 2018
|
|
December 31, 2017
|
|
December 25, 2016
|
|||||||
Net income
|
$
|
15,040
|
|
|
$
|
6,887
|
|
|
$
|
52,710
|
|
|
Other comprehensive income (loss), before tax:
|
|
|
|
|
|
|||||||
Foreign currency translation adjustments
|
(31,800
|
)
|
|
43,990
|
|
|
(84,526
|
)
|
||||
Pension and other postretirement benefit items:
|
|
|
|
|
|
|||||||
Actuarial income (loss):
|
|
|
|
|
|
|||||||
Actuarial income (loss) arising during the period
|
(61,836
|
)
|
|
223,087
|
|
|
(334,653
|
)
|
||||
Amortization of actuarial loss
|
63,441
|
|
|
72,759
|
|
|
62,155
|
|
||||
Prior service credit (cost):
|
|
|
|
|
|
|||||||
Change in prior service cost
|
92,052
|
|
|
—
|
|
|
(1,002
|
)
|
||||
Amortization of prior service cost
|
(3,409
|
)
|
|
3,023
|
|
|
1,883
|
|
||||
Settlement charge
|
1,609
|
|
|
—
|
|
|
(49
|
)
|
||||
Other
|
(5,843
|
)
|
|
(36,477
|
)
|
|
67,959
|
|
||||
Pension and other postretirement benefit items
|
86,014
|
|
|
262,392
|
|
|
(203,707
|
)
|
||||
Other comprehensive income (loss) before tax
|
54,214
|
|
|
306,382
|
|
|
(288,233
|
)
|
||||
Income tax effect related to components of other comprehensive income (loss)
|
(14,393
|
)
|
|
(79,987
|
)
|
|
78,745
|
|
||||
Other comprehensive income (loss), net of tax
|
39,821
|
|
|
226,395
|
|
|
(209,488
|
)
|
||||
Comprehensive income (loss)
|
$
|
54,861
|
|
|
$
|
233,282
|
|
|
$
|
(156,778
|
)
|
GANNETT CO., INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
||||||||||||
In thousands
|
|
|
|
|
|
|||||||
Fiscal year ended
|
December 31, 2018
|
|
December 31, 2017
|
|
December 25, 2016
|
|||||||
Operating activities
|
|
|
|
|
|
|||||||
Net income
|
$
|
15,040
|
|
|
$
|
6,887
|
|
|
$
|
52,710
|
|
|
Adjustments to reconcile net income to operating cash flows:
|
|
|
|
|
|
|||||||
Depreciation and amortization
|
157,714
|
|
|
191,885
|
|
|
132,964
|
|
||||
Facility consolidation costs
|
16,832
|
|
|
7,271
|
|
|
2,231
|
|
||||
Asset impairment charges
|
50,472
|
|
|
46,796
|
|
|
55,940
|
|
||||
Stock-based compensation - equity awards
|
19,151
|
|
|
20,341
|
|
|
20,576
|
|
||||
Provision for deferred income taxes
|
25,605
|
|
|
31,511
|
|
|
15,734
|
|
||||
Pension and other postretirement expense, net of contributions
|
(88,681
|
)
|
|
(39,363
|
)
|
|
(84,600
|
)
|
||||
Decrease in accounts receivable
|
16,084
|
|
|
13,175
|
|
|
28,132
|
|
||||
Decrease (increase) in other receivables
|
7,541
|
|
|
(6,487
|
)
|
|
6,597
|
|
||||
Decrease (increase) in inventories
|
(14,423
|
)
|
|
10,602
|
|
|
(7,504
|
)
|
||||
Decrease in accounts payable
|
(13,908
|
)
|
|
(22,211
|
)
|
|
(22,485
|
)
|
||||
Increase (decrease) in interest and taxes payable
|
(8,062
|
)
|
|
14,469
|
|
|
3,246
|
|
||||
Decrease in accrued expenses
|
(1,360
|
)
|
|
(38,386
|
)
|
|
(25,517
|
)
|
||||
Increase (decrease) in deferred revenue
|
(5,738
|
)
|
|
(12,507
|
)
|
|
2,700
|
|
||||
Other, net
|
(18,750
|
)
|
|
12,040
|
|
|
(12,801
|
)
|
||||
Net cash provided by operating activities
|
157,517
|
|
|
236,023
|
|
|
167,923
|
|
||||
Investing activities
|
|
|
|
|
|
|||||||
Purchase of property, plant and equipment
|
(63,143
|
)
|
|
(72,325
|
)
|
|
(60,048
|
)
|
||||
Payments for acquisitions, net of cash acquired
|
(131,150
|
)
|
|
(44,343
|
)
|
|
(464,065
|
)
|
||||
Payments for investments
|
(3,963
|
)
|
|
(3,827
|
)
|
|
(12,419
|
)
|
||||
Proceeds from sale of certain assets
|
69,730
|
|
|
28,438
|
|
|
17,405
|
|
||||
Changes in other investing activities
|
—
|
|
|
4,488
|
|
|
54
|
|
||||
Net cash used for investing activities
|
(128,526
|
)
|
|
(87,569
|
)
|
|
(519,073
|
)
|
||||
Financing activities
|
|
|
|
|
|
|||||||
Repayments of borrowings under revolving credit facilities
|
(425,000
|
)
|
|
(80,000
|
)
|
|
(80,000
|
)
|
||||
Proceeds from borrowings under revolving credit facilities
|
205,000
|
|
|
35,000
|
|
|
480,000
|
|
||||
Proceeds from convertible debt
|
195,321
|
|
|
—
|
|
|
—
|
|
||||
Dividends paid
|
(72,317
|
)
|
|
(72,314
|
)
|
|
(92,495
|
)
|
||||
Proceeds from sale and leaseback transactions
|
45,915
|
|
|
—
|
|
|
—
|
|
||||
Payments for employee taxes withheld from stock awards
|
(6,708
|
)
|
|
(7,318
|
)
|
|
(3,667
|
)
|
||||
Proceeds from issuance of common stock upon settlement of stock awards
|
309
|
|
|
730
|
|
|
562
|
|
||||
Changes in other financing activities
|
(389
|
)
|
|
(505
|
)
|
|
(315
|
)
|
||||
Cost of common shares repurchased
|
—
|
|
|
(17,379
|
)
|
|
(32,667
|
)
|
||||
Net cash (used for) provided by financing activities
|
(57,869
|
)
|
|
(141,786
|
)
|
|
271,418
|
|
||||
Effect of currency exchange rate change
|
1,707
|
|
|
(848
|
)
|
|
(272
|
)
|
||||
Increase (decrease) in cash, cash equivalents, and restricted cash
|
(27,171
|
)
|
|
5,820
|
|
|
(80,004
|
)
|
||||
Balance of cash, cash equivalents, and restricted cash at beginning of year
|
144,032
|
|
|
138,212
|
|
|
218,216
|
|
||||
Balance of cash, cash equivalents, and restricted cash at end of year
|
$
|
116,861
|
|
|
$
|
144,032
|
|
|
$
|
138,212
|
|
GANNETT CO., INC.
CONSOLIDATED STATEMENTS OF EQUITY
|
|||||||||||||||||||||||
In thousands, except per share data
|
|
|
|
||||||||||||||||||||
|
Common
Stock
$0.01 Par
Value
|
|
Treasury Stock
|
|
Additional
Paid-in
Capital
|
|
Retained
Earnings
|
|
Accumulated Other Comprehensive Loss
|
|
Total
|
||||||||||||
Balance at December 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
|
—
|
|
|
—
|
|
|
20,576
|
|
|
—
|
|
|
—
|
|
|
20,576
|
|
||||||
Other activity
|
—
|
|
|
—
|
|
|
49,301
|
|
|
—
|
|
|
—
|
|
|
49,301
|
|
||||||
Balance at December 25, 2016
|
$
|
1,166
|
|
|
$
|
(32,667
|
)
|
|
$
|
1,769,905
|
|
|
$
|
1,269
|
|
|
$
|
(882,912
|
)
|
|
$
|
856,761
|
|
Net income, 2017
|
—
|
|
|
—
|
|
|
—
|
|
|
6,887
|
|
|
—
|
|
|
6,887
|
|
||||||
Other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
226,395
|
|
|
226,395
|
|
||||||
Total comprehensive income
|
|
|
|
|
|
|
|
|
|
|
233,282
|
|
|||||||||||
Dividends declared, 2017: $0.64 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
(72,314
|
)
|
|
—
|
|
|
(72,314
|
)
|
||||||
Purchase of treasury stock
|
—
|
|
|
(17,379
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17,379
|
)
|
||||||
Stock options exercised
|
1
|
|
|
—
|
|
|
729
|
|
|
—
|
|
|
—
|
|
|
730
|
|
||||||
Restricted stock awards settled
|
6
|
|
|
—
|
|
|
(3,368
|
)
|
|
—
|
|
|
—
|
|
|
(3,362
|
)
|
||||||
Performance share units settled
|
2
|
|
|
—
|
|
|
(1,195
|
)
|
|
—
|
|
|
—
|
|
|
(1,193
|
)
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
20,341
|
|
|
—
|
|
|
—
|
|
|
20,341
|
|
||||||
Other activity
|
—
|
|
|
—
|
|
|
529
|
|
|
—
|
|
|
—
|
|
|
529
|
|
||||||
Balance at December 31, 2017
|
$
|
1,175
|
|
|
$
|
(50,046
|
)
|
|
$
|
1,786,941
|
|
|
$
|
(64,158
|
)
|
|
$
|
(656,517
|
)
|
|
$
|
1,017,395
|
|
Net income, 2018
|
—
|
|
|
—
|
|
|
—
|
|
|
15,040
|
|
|
—
|
|
|
15,040
|
|
||||||
Other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
39,821
|
|
|
39,821
|
|
||||||
Total comprehensive income
|
|
|
|
|
|
|
|
|
|
|
54,861
|
|
|||||||||||
Dividends declared, 2018: $0.64 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
(72,317
|
)
|
|
—
|
|
|
(72,317
|
)
|
||||||
Stock options exercised
|
1
|
|
|
—
|
|
|
308
|
|
|
—
|
|
|
—
|
|
|
309
|
|
||||||
Restricted stock awards settled
|
10
|
|
|
—
|
|
|
(3,840
|
)
|
|
—
|
|
|
—
|
|
|
(3,830
|
)
|
||||||
Performance share units settled
|
3
|
|
|
—
|
|
|
(2,437
|
)
|
|
—
|
|
|
—
|
|
|
(2,434
|
)
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
19,151
|
|
|
—
|
|
|
—
|
|
|
19,151
|
|
||||||
Convertible debt conversion feature
|
—
|
|
|
—
|
|
|
21,777
|
|
|
—
|
|
|
—
|
|
|
21,777
|
|
||||||
Other activity
|
—
|
|
|
—
|
|
|
194
|
|
|
—
|
|
|
—
|
|
|
194
|
|
||||||
Balance at December 31, 2018
|
$
|
1,189
|
|
|
$
|
(50,046
|
)
|
|
$
|
1,822,094
|
|
|
$
|
(121,435
|
)
|
|
$
|
(616,696
|
)
|
|
$
|
1,035,106
|
|
In thousands
|
December 31, 2018
|
|
December 31, 2017
|
||||
Land
|
$
|
102,789
|
|
|
$
|
114,354
|
|
Buildings and improvements
|
663,705
|
|
|
800,777
|
|
||
Machinery, equipment, and fixtures
|
1,276,898
|
|
|
1,310,138
|
|
||
Software
|
152,091
|
|
|
122,743
|
|
||
Construction in progress
|
13,057
|
|
|
14,837
|
|
||
Total
|
2,208,540
|
|
|
2,362,849
|
|
||
Accumulated depreciation
|
(1,412,531
|
)
|
|
(1,429,515
|
)
|
||
Net property, plant and equipment
|
$
|
796,009
|
|
|
$
|
933,334
|
|
In thousands
|
December 31, 2018
|
|
December 31, 2017
|
||||
Compensation
|
$
|
102,872
|
|
|
$
|
85,530
|
|
Taxes (primarily property and sales taxes)
|
16,804
|
|
|
20,175
|
|
||
Benefits
|
43,824
|
|
|
42,995
|
|
||
Other
|
71,483
|
|
|
73,370
|
|
||
Total accrued liabilities
|
234,983
|
|
|
222,070
|
|
||
Accounts payable
|
152,020
|
|
|
165,336
|
|
||
Total accrued liabilities and accounts payable
|
$
|
387,003
|
|
|
$
|
387,406
|
|
In thousands
|
December 31, 2018
|
|
December 31, 2017
|
|
December 25, 2016
|
||||||
Cash paid for taxes, net of refunds
|
$
|
6,036
|
|
|
$
|
(18,887
|
)
|
|
$
|
25,719
|
|
Cash paid for interest
|
$
|
12,355
|
|
|
$
|
16,912
|
|
|
$
|
10,081
|
|
Accrued capital expenditures
|
$
|
4,335
|
|
|
$
|
5,886
|
|
|
$
|
5,639
|
|
In thousands
|
December 31, 2018
|
|
December 31, 2017
|
|
December 25, 2016
|
||||||
Cash and cash equivalents
|
$
|
93,559
|
|
|
$
|
120,589
|
|
|
$
|
114,324
|
|
Restricted cash included in other current assets
|
2,963
|
|
|
2,942
|
|
|
3,200
|
|
|||
Restricted cash included in investments and other assets
|
20,339
|
|
|
20,501
|
|
|
20,688
|
|
|||
Total cash, cash equivalents and restricted cash
|
$
|
116,861
|
|
|
$
|
144,032
|
|
|
$
|
138,212
|
|
In thousands
|
Fiscal year ended
|
||||||||||
|
December 31, 2018
|
|
December 31, 2017
(1)
|
|
December 31, 2016
(1)
|
||||||
Print advertising
|
$
|
880,448
|
|
|
$
|
1,082,351
|
|
|
$
|
1,208,361
|
|
Digital advertising and marketing services
|
780,627
|
|
|
743,882
|
|
|
504,628
|
|
|||
Total advertising and marketing services
|
1,661,075
|
|
|
1,826,233
|
|
|
1,712,989
|
|
|||
Circulation
|
1,063,022
|
|
|
1,120,739
|
|
|
1,133,676
|
|
|||
Other
|
192,741
|
|
|
199,508
|
|
|
200,809
|
|
|||
Total revenues
|
$
|
2,916,838
|
|
|
$
|
3,146,480
|
|
|
$
|
3,047,474
|
|
in thousands
|
Year ended December 31, 2018
|
||||||||||
|
Advertising, Marketing Services, and Other
|
|
Circulation
|
|
Total
|
||||||
Beginning balance
|
$
|
33,986
|
|
|
$
|
88,805
|
|
|
$
|
122,791
|
|
Acquired deferred revenue
|
2,676
|
|
|
—
|
|
|
2,676
|
|
|||
Cash receipts
|
280,228
|
|
|
831,954
|
|
|
1,112,182
|
|
|||
Revenue recognized
|
(281,148
|
)
|
|
(839,418
|
)
|
|
(1,120,566
|
)
|
|||
Ending balance
|
35,742
|
|
|
81,341
|
|
|
117,083
|
|
In thousands
|
|
||
Cash and restricted cash acquired
|
$
|
20,954
|
|
Other current assets
|
9,159
|
|
|
Property, plant and equipment
|
1,072
|
|
|
Developed technology
|
63,030
|
|
|
Customer relationships
|
21,420
|
|
|
Trade names
|
1,105
|
|
|
Goodwill
|
67,483
|
|
|
Total assets acquired
|
184,223
|
|
|
Current liabilities
|
3,987
|
|
|
Noncurrent liabilities
|
17,303
|
|
|
Total liabilities assumed
|
21,290
|
|
|
Net assets acquired
|
$
|
162,933
|
|
In thousands
|
|
||
Cash acquired
|
$
|
13,195
|
|
Other current assets
|
14,612
|
|
|
Property, plant and equipment
|
13,486
|
|
|
Developed technology
|
54,000
|
|
|
Customer relationships
|
22,500
|
|
|
Other intangible assets
|
12,000
|
|
|
Goodwill
|
120,165
|
|
|
Other noncurrent assets
|
9,852
|
|
|
Total assets acquired
|
259,810
|
|
|
Current liabilities
|
63,005
|
|
|
Noncurrent liabilities
|
21,062
|
|
|
Total liabilities assumed
|
84,067
|
|
|
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
|
25,258
|
|
|
Other noncurrent assets
|
3,825
|
|
|
Total assets acquired
|
427,716
|
|
|
Current liabilities
|
71,519
|
|
|
Noncurrent liabilities
|
61,151
|
|
|
Total liabilities assumed
|
132,670
|
|
|
Net assets acquired
|
$
|
295,046
|
|
In thousands
|
2018
|
|
2017
|
|
2016
|
||||||
Publishing
|
$
|
40,284
|
|
|
$
|
30,105
|
|
|
$
|
42,800
|
|
ReachLocal
|
2,050
|
|
|
980
|
|
|
640
|
|
|||
Corporate and Other
|
8,760
|
|
|
5,928
|
|
|
86
|
|
|||
Total
|
$
|
51,094
|
|
|
$
|
37,013
|
|
|
$
|
43,526
|
|
In thousands
|
Severance Activities
|
||
Balance at December 25, 2016
|
$
|
18,651
|
|
Payments
|
(45,102
|
)
|
|
Expense
|
37,013
|
|
|
Balance at December 31, 2017
|
$
|
10,562
|
|
Payments
|
(28,682
|
)
|
|
Expense
|
51,094
|
|
|
Balance at December 31, 2018
|
$
|
32,974
|
|
In thousands
|
2018
|
|
2017
|
|
2016
|
||||||
Publishing
|
$
|
8,620
|
|
|
$
|
7,271
|
|
|
$
|
2,231
|
|
ReachLocal
|
2,863
|
|
|
—
|
|
|
—
|
|
|||
Corporate and Other
|
5,349
|
|
|
—
|
|
|
—
|
|
|||
Total
|
$
|
16,832
|
|
|
$
|
7,271
|
|
|
$
|
2,231
|
|
In thousands
|
2018
|
|
2017
|
|
2016
|
||||||
Publishing
|
$
|
20,380
|
|
|
$
|
40,267
|
|
|
$
|
31,528
|
|
ReachLocal
|
377
|
|
|
—
|
|
|
—
|
|
|||
Total
|
$
|
20,757
|
|
|
$
|
40,267
|
|
|
$
|
31,528
|
|
In thousands
|
2018
|
|
2017
|
|
2016
|
||||||
Publishing
|
$
|
25,152
|
|
|
$
|
3,115
|
|
|
$
|
14,485
|
|
Total
|
$
|
25,152
|
|
|
$
|
3,115
|
|
|
$
|
14,485
|
|
In thousands
|
2018
|
|
2017
|
|
2016
|
||||||
Publishing
|
$
|
4,563
|
|
|
$
|
3,414
|
|
|
$
|
9,927
|
|
Total
|
$
|
4,563
|
|
|
$
|
3,414
|
|
|
$
|
9,927
|
|
In thousands
|
|||||||||||
|
Gross
|
|
Accumulated
Amortization
|
|
Net
|
||||||
December 31, 2018
|
|
|
|
|
|
||||||
Goodwill
|
$
|
779,597
|
|
|
$
|
—
|
|
|
$
|
779,597
|
|
Indefinite lived intangibles:
|
|
|
|
|
|
||||||
Mastheads and trade names
|
34,008
|
|
|
—
|
|
|
34,008
|
|
|||
Definite lived intangible assets:
|
|
|
|
|
|
||||||
Developed technology
|
130,652
|
|
|
(50,488
|
)
|
|
80,164
|
|
|||
Customer relationships
|
101,975
|
|
|
(52,491
|
)
|
|
49,484
|
|
|||
Other
|
14,680
|
|
|
(7,992
|
)
|
|
6,688
|
|
|||
Total
|
$
|
1,060,912
|
|
|
$
|
(110,971
|
)
|
|
$
|
949,941
|
|
December 31, 2017
|
|
|
|
|
|
||||||
Goodwill
|
$
|
737,716
|
|
|
$
|
—
|
|
|
$
|
737,716
|
|
Indefinite lived intangibles:
|
|
|
|
|
|
||||||
Mastheads and trade names
|
46,156
|
|
|
—
|
|
|
46,156
|
|
|||
Definite lived intangible assets:
|
|
|
|
|
|
||||||
Developed technology
|
68,853
|
|
|
(26,139
|
)
|
|
42,714
|
|
|||
Customer relationships
|
89,616
|
|
|
(47,945
|
)
|
|
41,671
|
|
|||
Other
|
13,591
|
|
|
(4,478
|
)
|
|
9,113
|
|
|||
Total
|
$
|
955,932
|
|
|
$
|
(78,562
|
)
|
|
$
|
877,370
|
|
In thousands
|
|||||||||||
|
Publishing
|
|
ReachLocal
|
|
Consolidated
|
||||||
Balance at December 25, 2016:
|
|
|
|
|
|
||||||
Goodwill
|
$
|
6,925,236
|
|
|
$
|
119,481
|
|
|
$
|
7,044,717
|
|
Accumulated impairment losses
|
(6,346,429
|
)
|
|
—
|
|
|
(6,346,429
|
)
|
|||
Net balance at December 25, 2016
|
$
|
578,807
|
|
|
$
|
119,481
|
|
|
$
|
698,288
|
|
Activity during the year:
|
|
|
|
|
|
||||||
Acquisitions and adjustments
|
3,238
|
|
|
19,451
|
|
|
22,689
|
|
|||
Foreign currency exchange rate changes
|
15,421
|
|
|
1,318
|
|
|
16,739
|
|
|||
Total
|
$
|
18,659
|
|
|
$
|
20,769
|
|
|
$
|
39,428
|
|
Balance at December 31, 2017:
|
|
|
|
|
|
||||||
Goodwill
|
7,116,038
|
|
|
140,250
|
|
|
7,256,288
|
|
|||
Accumulated impairment losses
|
(6,518,572
|
)
|
|
—
|
|
|
(6,518,572
|
)
|
|||
Net balance at December 31, 2017
|
$
|
597,466
|
|
|
$
|
140,250
|
|
|
$
|
737,716
|
|
Activity during the year:
|
|
|
|
|
|
||||||
Acquisitions and adjustments
|
74
|
|
|
67,483
|
|
|
67,557
|
|
|||
Impairment loss
|
(13,810
|
)
|
|
—
|
|
|
(13,810
|
)
|
|||
Foreign currency exchange rate changes
|
(10,249
|
)
|
|
(1,617
|
)
|
|
(11,866
|
)
|
|||
Total
|
$
|
(23,985
|
)
|
|
$
|
65,866
|
|
|
$
|
41,881
|
|
Balance at December 31, 2018:
|
|
|
|
|
|
||||||
Goodwill
|
6,991,780
|
|
|
206,116
|
|
|
7,197,896
|
|
|||
Accumulated impairment losses
|
(6,418,299
|
)
|
|
—
|
|
|
(6,418,299
|
)
|
|||
Net balance at December 31, 2018
|
$
|
573,481
|
|
|
$
|
206,116
|
|
|
$
|
779,597
|
|
In thousands
|
|
|
|
|
|
||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Operating expenses:
|
|
|
|
|
|
||||||
Service cost—benefits earned during the period
|
$
|
2,192
|
|
|
$
|
2,300
|
|
|
$
|
3,066
|
|
Non-operating expenses:
|
|
|
|
|
|
||||||
Interest cost on benefit obligation
|
101,232
|
|
|
111,272
|
|
|
125,413
|
|
|||
Expected return on plan assets
|
(173,165
|
)
|
|
(169,700
|
)
|
|
(183,697
|
)
|
|||
Amortization of prior service costs
|
126
|
|
|
6,670
|
|
|
6,667
|
|
|||
Amortization of actuarial loss
|
63,801
|
|
|
72,656
|
|
|
62,095
|
|
|||
Settlement charge
|
3,092
|
|
|
—
|
|
|
(49
|
)
|
|||
Total non-operating expenses (benefit)
|
(4,914
|
)
|
|
20,898
|
|
|
10,429
|
|
|||
Total expense (benefit) for retirement plans
|
$
|
(2,722
|
)
|
|
$
|
23,198
|
|
|
$
|
13,495
|
|
In thousands
|
|
|
|
||||
|
December 31, 2018
|
|
December 31, 2017
|
||||
Change in benefit obligations
|
|
|
|
||||
Benefit obligations at beginning of year
|
$
|
3,137,179
|
|
|
$
|
3,161,581
|
|
Service cost
|
2,192
|
|
|
2,300
|
|
||
Interest cost
|
101,232
|
|
|
111,272
|
|
||
Plan amendments
|
(92,402
|
)
|
|
—
|
|
||
Actuarial gain
|
(171,723
|
)
|
|
(24,356
|
)
|
||
Foreign currency translation
|
(51,824
|
)
|
|
89,915
|
|
||
Gross benefits paid
|
(203,179
|
)
|
|
(203,279
|
)
|
||
Acquisitions
|
58,395
|
|
|
—
|
|
||
Curtailments
|
1,483
|
|
|
—
|
|
||
Settlements
|
(7,592
|
)
|
|
(254
|
)
|
||
Other actuarial adjustments
|
21,394
|
|
|
—
|
|
||
Benefit obligations at end of year
|
$
|
2,795,155
|
|
|
$
|
3,137,179
|
|
Change in plan assets
|
|
|
|
||||
Fair value of plan assets at beginning of year
|
$
|
2,699,837
|
|
|
$
|
2,411,007
|
|
Actual return on plan assets
|
(69,434
|
)
|
|
365,597
|
|
||
Employer contributions
|
76,656
|
|
|
53,990
|
|
||
Gross benefits paid
|
(203,179
|
)
|
|
(203,279
|
)
|
||
Acquisitions
|
58,435
|
|
|
—
|
|
||
Settlements
|
(7,592
|
)
|
|
(254
|
)
|
||
Foreign currency translation
|
(52,416
|
)
|
|
72,776
|
|
||
Fair value of plan assets at end of year
|
$
|
2,502,307
|
|
|
$
|
2,699,837
|
|
Funded status at end of year
|
$
|
(292,848
|
)
|
|
$
|
(437,342
|
)
|
Amounts recognized in Consolidated balance sheets
|
|
|
|||||
Noncurrent assets
|
$
|
48,077
|
|
|
$
|
2,103
|
|
Accrued benefit cost—current
|
$
|
(21,841
|
)
|
|
$
|
(17,569
|
)
|
Accrued benefit cost—noncurrent
|
$
|
(319,084
|
)
|
|
$
|
(421,876
|
)
|
In thousands
|
|||||||||||
|
Fair Value of
Plan Assets
|
|
Benefit
Obligation
|
|
Funded
Status
|
||||||
GRP
|
$
|
1,565,406
|
|
|
$
|
1,797,991
|
|
|
$
|
(232,585
|
)
|
SERP
(a)
|
—
|
|
|
96,858
|
|
|
(96,858
|
)
|
|||
U.K. Pension Plans
|
846,554
|
|
|
798,606
|
|
|
47,948
|
|
|||
Newspaper Guild of Detroit Plan
|
90,347
|
|
|
98,745
|
|
|
(8,398
|
)
|
|||
JMG Plan
(a)
|
—
|
|
|
2,955
|
|
|
(2,955
|
)
|
|||
Total
|
$
|
2,502,307
|
|
|
$
|
2,795,155
|
|
|
$
|
(292,848
|
)
|
(a)
|
The SERP and JMG Plans are unfunded, unsecured liabilities.
|
In thousands
|
|
|
|
||||
|
December 31, 2018
|
|
December 31, 2017
|
||||
Accumulated benefit obligation
|
$
|
1,994,423
|
|
|
$
|
3,132,445
|
|
Fair value of plan assets
|
$
|
1,655,753
|
|
|
$
|
2,699,837
|
|
In thousands
|
|
|
|
||||
|
December 31, 2018
|
|
December 31, 2017
|
||||
Accumulated benefit obligation
|
$
|
798,606
|
|
|
$
|
—
|
|
Fair value of plan assets
|
$
|
846,554
|
|
|
$
|
—
|
|
In thousands
|
|
|
|
||||
|
December 31, 2018
|
|
December 31, 2017
|
||||
Projected benefit obligation
|
$
|
1,996,549
|
|
|
$
|
3,137,179
|
|
Fair value of plan assets
|
$
|
1,655,753
|
|
|
$
|
2,699,837
|
|
In thousands
|
|
|
|
||||
|
December 31, 2018
|
|
December 31, 2017
|
||||
Projected benefit obligation
|
$
|
798,606
|
|
|
$
|
—
|
|
Fair value of plan assets
|
$
|
846,554
|
|
|
$
|
—
|
|
In thousands
|
|
|
|
||||
|
December 31, 2018
|
|
December 31, 2017
|
||||
Net actuarial losses
|
$
|
(1,562,204
|
)
|
|
$
|
(1,540,698
|
)
|
Prior service credit (cost)
|
65,461
|
|
|
(22,593
|
)
|
||
Amounts in accumulated other comprehensive loss
|
$
|
(1,496,743
|
)
|
|
$
|
(1,563,291
|
)
|
In thousands
|
|||
|
2018
|
||
Current year actuarial loss
|
$
|
70,945
|
|
Change in prior service cost
|
(92,052
|
)
|
|
Actuarial gain due to settlement
|
(1,609
|
)
|
|
Amortization of actuarial loss
|
(63,801
|
)
|
|
Amortization of prior service costs
|
(126
|
)
|
|
Foreign currency gain
|
(12,536
|
)
|
|
Other actuarial adjustments
|
21,320
|
|
|
Total
|
$
|
(77,859
|
)
|
|
2018
|
|
2017
|
|
2016
|
Discount rate
|
3.35%
|
|
3.63%
|
|
4.24%
|
Expected return on plan assets
|
6.73%
|
|
7.24%
|
|
7.60%
|
Rate of compensation increase
|
2.95%
|
|
2.95%
|
|
2.95%
|
|
December 31, 2018
|
|
December 31, 2017
|
Discount rate
|
3.86%
|
|
3.34%
|
Rate of compensation increase
|
2.00%
|
|
2.95%
|
In thousands
|
|||||||||||||||
|
2018
|
|
2019
|
|
2020
|
|
2021
|
||||||||
GRP
(a)
|
$
|
25,167
|
|
|
$
|
25,000
|
|
|
$
|
47,000
|
|
|
$
|
15,000
|
|
U.K. Pension Plans
(b)
|
37,225
|
|
|
30,481
|
|
|
25,194
|
|
|
22,858
|
|
||||
SERP
(c)
|
13,538
|
|
|
21,580
|
|
|
—
|
|
|
—
|
|
||||
Newspaper Guild of Detroit Plan
(c)
|
136
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
JMG Plan
(c)
|
590
|
|
|
261
|
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
76,656
|
|
|
$
|
77,322
|
|
|
$
|
72,194
|
|
|
$
|
37,858
|
|
(a)
|
Of the 2020 estimated contribution,
$25 million
represents a contractual obligation to the Gannett Retirement Plan.
|
(b)
|
Contributions for our U.K. Pension Plans were translated to U.S. dollars at the prevailing December 31, 2018 balance sheet exchange rate of 1.27.
|
(c)
|
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.
|
|
Target Allocation
|
|
Allocation of Plan Assets
|
||
|
2019
|
|
2018
|
|
2017
|
Equity securities
|
36%
|
|
36%
|
|
46%
|
Debt securities
|
46%
|
|
48%
|
|
40%
|
Alternative investments
(a)
|
18%
|
|
16%
|
|
14%
|
Total
|
100%
|
|
100%
|
|
100%
|
(a)
|
Alternative investments include real estate, private equity and hedge funds.
|
In thousands
|
|||
2019
|
$
|
281,361
|
|
2020
|
$
|
193,954
|
|
2021
|
$
|
190,532
|
|
2022
|
$
|
188,040
|
|
2023
|
$
|
185,864
|
|
2024 - 2028
|
$
|
886,556
|
|
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
|
2018
|
2017
|
2018
|
2017
|
2016
|
|||||||||
CWA/ITU Negotiated Pension Plan
|
13-6212879/001
|
Red
|
Red
|
Implemented
|
$
|
471
|
|
$
|
431
|
|
$
|
478
|
|
No
|
4/10/2019
|
GCIU—Employer Retirement Benefit Plan
(a)
|
91-6024903/001
|
Red
|
Red
|
Implemented
|
30
|
|
30
|
|
30
|
|
Yes
|
4/30/2019
|
|||
IAM National Pension Plan
(a)
|
51-6031295/002
|
Green
|
Green
|
NA
|
241
|
|
241
|
|
278
|
|
NA
|
4/30/2019
|
|||
Teamsters Pension Trust Fund of Philadelphia and Vicinity
(a)
|
23-1511735/001
|
Yellow
|
Yellow
|
Implemented
|
1,361
|
|
1,347
|
|
1,473
|
|
NA
|
(b)
|
|||
Central Pension Fund of the International Union of Operating Engineers and Participating Employers
(a)
|
36-6052390/001
|
Green as of Jan. 31, 2018
|
Green as of Jan. 31, 2017
|
NA
|
91
|
|
82
|
|
86
|
|
NA
|
4/30/2019
|
|||
Total
|
|
|
|
|
$
|
2,194
|
|
$
|
2,131
|
|
$
|
2,345
|
|
|
|
(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.
|
(b)
|
In February 2018, an interim agreement was executed to maintain the terms and contributions of the plan past the expiration date of 12/21/2017. This agreement is subject to additional negotiation.
|
In thousands
|
|
|
|
|
|
||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Operating expenses:
|
|
|
|
|
|
||||||
Service cost – benefits earned during the period
|
$
|
173
|
|
|
$
|
151
|
|
|
$
|
202
|
|
Non-operating expenses:
|
|
|
|
|
|
||||||
Interest cost on net benefit obligation
|
2,965
|
|
|
3,605
|
|
|
4,038
|
|
|||
Amortization of prior service credit
|
(3,535
|
)
|
|
(3,648
|
)
|
|
(4,794
|
)
|
|||
Amortization of actuarial (gain) loss
|
(360
|
)
|
|
103
|
|
|
415
|
|
|||
Other actuarial adjustments
|
—
|
|
|
—
|
|
|
(350
|
)
|
|||
Total non-operating cost (benefit)
|
(930
|
)
|
|
60
|
|
|
(691
|
)
|
|||
Net periodic postretirement expense (benefit)
|
$
|
(757
|
)
|
|
$
|
211
|
|
|
$
|
(489
|
)
|
In thousands
|
|
|
|
||||
|
December 31, 2018
|
|
December 31, 2017
|
||||
Change in benefit obligations
|
|
|
|
||||
Net benefit obligations at beginning of year
|
$
|
92,366
|
|
|
$
|
99,661
|
|
Service cost
|
173
|
|
|
151
|
|
||
Interest cost
|
2,965
|
|
|
3,605
|
|
||
Plan participants' contributions
|
—
|
|
|
1,014
|
|
||
Actuarial gain
|
(9,109
|
)
|
|
(2,210
|
)
|
||
Foreign currency translation
|
(165
|
)
|
|
—
|
|
||
Gross benefits paid
|
(8,546
|
)
|
|
(9,855
|
)
|
||
Net benefit obligations at end of year
|
$
|
77,684
|
|
|
$
|
92,366
|
|
Change in plan assets
|
|
|
|
||||
Fair value of plan assets at beginning of year
|
$
|
—
|
|
|
$
|
—
|
|
Employer contributions
|
8,546
|
|
|
8,841
|
|
||
Plan participants' contributions
|
—
|
|
|
1,014
|
|
||
Gross benefits paid
|
(8,546
|
)
|
|
(9,855
|
)
|
||
Fair value of plan assets at end of year
|
$
|
—
|
|
|
$
|
—
|
|
Benefit obligation at end of year
|
$
|
77,684
|
|
|
$
|
92,366
|
|
Amounts recognized in Consolidated Balance Sheets
|
|||||||
Accrued benefit cost—current
|
$
|
(7,746
|
)
|
|
$
|
(9,022
|
)
|
Accrued benefit cost—noncurrent
|
$
|
(69,938
|
)
|
|
$
|
(83,344
|
)
|
In thousands
|
|
|
|
||||
|
December 31, 2018
|
|
December 31, 2017
|
||||
Net actuarial gains (losses)
|
$
|
5,515
|
|
|
$
|
(3,233
|
)
|
Prior service credit
|
15,529
|
|
|
19,063
|
|
||
Amounts in accumulated other comprehensive loss
|
$
|
21,044
|
|
|
$
|
15,830
|
|
In thousands
|
|||
|
2018
|
||
Current year actuarial gain
|
$
|
(9,109
|
)
|
Amortization of actuarial gain
|
360
|
|
|
Amortization of prior service credit
|
3,535
|
|
|
Total
|
$
|
(5,214
|
)
|
|
December 31, 2018
|
|
December 31, 2017
|
||
Discount rate
|
4.30
|
%
|
|
3.60
|
%
|
Health care cost trend rate assumed for next year
(a)
|
—
|
|
|
5.80
|
%
|
Ultimate trend rate
|
5.00
|
%
|
|
5.00
|
%
|
Year that ultimate trend rate is reached
|
2022
|
|
|
2022
|
|
(a)
|
As of
December 31, 2018
, the current year health care cost trend rate was not used to value the benefit obligation. The benefit obligation was estimated based on the maximum benefits for plan participants.
|
In thousands
|
Benefit
Payments
|
||
2019
|
$
|
7,746
|
|
2020
|
$
|
7,288
|
|
2021
|
$
|
6,902
|
|
2022
|
$
|
6,577
|
|
2023
|
$
|
6,250
|
|
2024 - 2028
|
$
|
26,541
|
|
In thousands
|
|||||||||||
2018
|
Current
|
|
Deferred
|
|
Total
|
||||||
Federal
|
$
|
(11,160
|
)
|
|
$
|
19,468
|
|
|
$
|
8,308
|
|
State and other
|
1,056
|
|
|
375
|
|
|
1,431
|
|
|||
Foreign
|
(382
|
)
|
|
5,762
|
|
|
5,380
|
|
|||
Total
|
$
|
(10,486
|
)
|
|
$
|
25,605
|
|
|
$
|
15,119
|
|
In thousands
|
|||||||||||
2017
|
Current
|
|
Deferred
|
|
Total
|
||||||
Federal
|
$
|
2,210
|
|
|
$
|
28,775
|
|
|
$
|
30,985
|
|
State and other
|
(787
|
)
|
|
(4,652
|
)
|
|
(5,439
|
)
|
|||
Foreign
|
920
|
|
|
7,388
|
|
|
8,308
|
|
|||
Total
|
$
|
2,343
|
|
|
$
|
31,511
|
|
|
$
|
33,854
|
|
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
|
|
|
2018
|
|
2017
|
|
2016
|
|||
U.S. statutory tax rate
|
21.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
Increase (decrease) in taxes resulting from:
|
|
|
|
|
|
|||
State/other income taxes net of federal income tax
|
2.6
|
|
|
(0.7
|
)
|
|
(3.8
|
)
|
Valuation allowance
|
29.0
|
|
|
20.0
|
|
|
3.5
|
|
Impact of rate change in U.S. and foreign tax jurisdictions
|
(9.4
|
)
|
|
105.3
|
|
|
1.6
|
|
Goodwill impairment
|
9.1
|
|
|
—
|
|
|
—
|
|
Net of additional reserves and lapse of statutes of limitations
|
(9.1
|
)
|
|
29.1
|
|
|
3.3
|
|
Meals and entertainment
|
4.3
|
|
|
5.1
|
|
|
2.7
|
|
Transaction costs
|
3.1
|
|
|
—
|
|
|
3.4
|
|
Statutory rate differential and permanent differences in earnings in foreign jurisdictions
|
(3.0
|
)
|
|
(17.5
|
)
|
|
(10.7
|
)
|
Stock-based compensation
(a)
|
(1.1
|
)
|
|
(3.9
|
)
|
|
(12.3
|
)
|
Worthless stock and bad debt deduction
|
—
|
|
|
(90.0
|
)
|
|
—
|
|
Other, net
|
3.6
|
|
|
0.9
|
|
|
(2.0
|
)
|
Effective tax rate
|
50.1
|
%
|
|
83.3
|
%
|
|
20.7
|
%
|
(a)
|
We adopted new accounting guidance related to employee stock-based compensation in the fourth quarter of
2016
. The adoption reduced our
2016
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
|
|||||||
|
2018
|
|
2017
|
||||
Liabilities
|
|
|
|
||||
Accelerated depreciation
|
$
|
(47,849
|
)
|
|
$
|
(69,048
|
)
|
Total deferred tax liabilities
|
(47,849
|
)
|
|
(69,048
|
)
|
||
Assets
|
|
|
|
||||
Pension and postretirement benefits
|
103,393
|
|
|
144,837
|
|
||
Loss carryforwards
|
74,104
|
|
|
68,914
|
|
||
Basis difference and amortization of intangibles
|
35,000
|
|
|
57,012
|
|
||
Accrued compensation costs
|
28,698
|
|
|
25,596
|
|
||
Partnership investments including impairments
|
10,736
|
|
|
9,171
|
|
||
Federal tax benefits of uncertain state tax positions
|
1,238
|
|
|
2,026
|
|
||
Other
|
26,593
|
|
|
33,539
|
|
||
Total deferred tax assets
|
279,762
|
|
|
341,095
|
|
||
Valuation allowance
|
(182,746
|
)
|
|
(170,764
|
)
|
||
Total net deferred tax assets
|
$
|
49,167
|
|
|
$
|
101,283
|
|
|
|||||||
Noncurrent deferred tax assets (net of deferred tax liabilities of $1,872 and $1,209 at December 31, 2018 and December 31, 2017, respectively)
|
$
|
49,167
|
|
|
$
|
101,283
|
|
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
|
||||||||||||
$
|
170,764
|
|
|
$
|
13,960
|
|
|
$
|
1,894
|
|
|
$
|
(777
|
)
|
|
$
|
(3,095
|
)
|
|
$
|
182,746
|
|
In thousands
|
|
|
|
|
|
||||
|
Gross Amount
|
|
Valuation Allowance
|
|
Remaining Life
|
||||
Tax attribute
|
|
|
|
|
|
||||
U.S. Federal net operating loss carryforwards
|
$
|
9,100
|
|
|
$
|
—
|
|
|
2033 to 2035
|
Foreign net operating loss carryforwards
|
271,100
|
|
|
(263,200
|
)
|
|
Various
|
||
Foreign capital loss carryforwards
|
32,300
|
|
|
(22,400
|
)
|
|
Various
|
||
Apportioned state net operating loss carryforwards
|
$
|
319,600
|
|
|
$
|
(300,300
|
)
|
|
2019 to 2037
|
In thousands
|
|
|
|||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Change in unrecognized tax benefits
|
|
|
|
|
|
||||||
Balance at beginning of year
|
$
|
32,984
|
|
|
$
|
23,890
|
|
|
$
|
17,032
|
|
Additions based on tax positions related to the current year
|
—
|
|
|
15,850
|
|
|
125
|
|
|||
Additions for tax positions of prior years
|
1,335
|
|
|
136
|
|
|
9,416
|
|
|||
Reductions for tax positions of prior years
|
(5,867
|
)
|
|
—
|
|
|
(792
|
)
|
|||
Settlements
|
—
|
|
|
(4,727
|
)
|
|
—
|
|
|||
Reductions due to lapse of statutes of limitations
|
(3,875
|
)
|
|
(2,165
|
)
|
|
(1,891
|
)
|
|||
Balance at end of year
|
$
|
24,577
|
|
|
$
|
32,984
|
|
|
$
|
23,890
|
|
In thousands, except per share amounts
|
2018
|
|
2017
|
|
2016
|
||||||
Net income
|
$
|
15,040
|
|
|
$
|
6,887
|
|
|
$
|
52,710
|
|
Weighted average number of common shares outstanding (basic)
|
112,970
|
|
|
113,047
|
|
|
116,018
|
|
|||
Effect of dilutive securities
|
|
|
|
|
|
||||||
Restricted stock units (RSUs)
|
1,681
|
|
|
1,515
|
|
|
1,475
|
|
|||
Performance shares (PSUs)
|
1,026
|
|
|
928
|
|
|
881
|
|
|||
Stock options
|
74
|
|
|
120
|
|
|
251
|
|
|||
Weighted average number of common shares outstanding (diluted)
|
115,751
|
|
|
115,610
|
|
|
118,625
|
|
|||
Earnings per share (basic)
|
$
|
0.13
|
|
|
$
|
0.06
|
|
|
$
|
0.45
|
|
Earnings per share (diluted)
|
$
|
0.13
|
|
|
$
|
0.06
|
|
|
$
|
0.44
|
|
In thousands
|
|||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Restricted stock and RSUs
|
$
|
13,863
|
|
|
$
|
13,135
|
|
|
$
|
12,889
|
|
Performance shares
|
5,288
|
|
|
7,206
|
|
|
7,687
|
|
|||
Total stock-based compensation
|
$
|
19,151
|
|
|
$
|
20,341
|
|
|
$
|
20,576
|
|
|
Shares
|
|
Weighted
Average
Fair Value
|
|||
Outstanding and unvested at December 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 December 25, 2016
|
2,818,836
|
|
|
$
|
12.40
|
|
Granted
|
2,251,936
|
|
|
8.04
|
|
|
Settled
|
(2,373,277
|
)
|
|
11.36
|
|
|
Canceled
|
(433,482
|
)
|
|
10.37
|
|
|
Outstanding and unvested at December 31, 2017
|
2,264,013
|
|
|
$
|
9.55
|
|
Granted
|
1,687,446
|
|
|
10.23
|
|
|
Settled
|
(826,801
|
)
|
|
9.80
|
|
|
Canceled
|
(622,079
|
)
|
|
9.92
|
|
|
Outstanding and unvested at December 31, 2018
|
2,502,579
|
|
|
$
|
9.83
|
|
|
Target Number of Shares
|
|
Weighted Average
Fair Value
|
|||
Outstanding and unvested at December 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 December 25, 2016
|
774,147
|
|
|
$
|
17.82
|
|
Granted
|
1,012,030
|
|
|
10.86
|
|
|
Vested
|
(209,838
|
)
|
|
17.67
|
|
|
Canceled
|
(426,048
|
)
|
|
14.58
|
|
|
Outstanding and unvested at December 31, 2017
|
1,150,291
|
|
|
$
|
12.92
|
|
Granted
|
358,541
|
|
|
13.29
|
|
|
Vested
|
(374,749
|
)
|
|
16.27
|
|
|
Canceled
|
(238,565
|
)
|
|
12.83
|
|
|
Outstanding and unvested at December 31, 2018
|
895,518
|
|
|
$
|
11.69
|
|
|
Shares
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Contractual
Term
(in years)
|
|
Aggregate
Intrinsic
Value
|
|||||
Outstanding and exercisable at December 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 December 25, 2016
|
290,267
|
|
|
$
|
5.37
|
|
|
1.9
|
|
$
|
1,304,798
|
|
Exercised
|
(140,699
|
)
|
|
5.18
|
|
|
|
|
|
|||
Canceled
|
(170
|
)
|
|
5.52
|
|
|
|
|
|
|||
Outstanding and exercisable at December 31, 2017
|
149,398
|
|
|
$
|
5.56
|
|
|
1.2
|
|
$
|
901,207
|
|
Exercised
|
(56,153
|
)
|
|
5.48
|
|
|
|
|
|
|||
Canceled
|
(2,246
|
)
|
|
5.52
|
|
|
|
|
|
|||
Outstanding and exercisable at December 31, 2018
|
90,999
|
|
|
$
|
5.60
|
|
|
0.5
|
|
$
|
266,206
|
|
In thousands
|
|||||||||||
2018
|
Retirement Plans
|
|
Foreign Currency Translation
|
|
Total
|
||||||
Balance at beginning of year
|
$
|
(1,000,791
|
)
|
|
$
|
344,274
|
|
|
$
|
(656,517
|
)
|
Other comprehensive income (loss) before reclassifications
|
26,442
|
|
|
(31,800
|
)
|
|
(5,358
|
)
|
|||
Amounts reclassified from accumulated other comprehensive loss
|
45,179
|
|
|
—
|
|
|
45,179
|
|
|||
Balance at end of year
|
$
|
(929,170
|
)
|
|
$
|
312,474
|
|
|
$
|
(616,696
|
)
|
In thousands
|
|||||||||||
2017
|
Retirement Plans
|
|
Foreign Currency Translation
|
|
Total
|
||||||
Balance at beginning of year
|
$
|
(1,183,196
|
)
|
|
$
|
300,284
|
|
|
$
|
(882,912
|
)
|
Other comprehensive income before reclassifications
|
133,623
|
|
|
43,990
|
|
|
177,613
|
|
|||
Amounts reclassified from accumulated other comprehensive loss
|
48,782
|
|
|
—
|
|
|
48,782
|
|
|||
Balance at end of year
|
$
|
(1,000,791
|
)
|
|
$
|
344,274
|
|
|
$
|
(656,517
|
)
|
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
|
|||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Amortization of prior service credit
|
$
|
(3,409
|
)
|
|
$
|
3,023
|
|
|
$
|
1,883
|
|
Amortization of actuarial loss
|
63,441
|
|
|
72,759
|
|
|
62,155
|
|
|||
Total reclassifications, before tax
|
60,032
|
|
|
75,782
|
|
|
64,038
|
|
|||
Income tax effect
|
(14,853
|
)
|
|
(27,000
|
)
|
|
(22,747
|
)
|
|||
Total reclassifications, net of tax
|
$
|
45,179
|
|
|
$
|
48,782
|
|
|
$
|
41,291
|
|
In thousands
|
|
||
2019
|
$
|
59,134
|
|
2020
|
50,969
|
|
|
2021
|
45,633
|
|
|
2022
|
40,825
|
|
|
2023
|
34,107
|
|
|
Later years
|
165,512
|
|
|
Total
|
$
|
396,180
|
|
•
|
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 rounds of financing. These investments are included in Level 3 of the fair value hierarchy because exit prices tend to be unobservable and reliance is placed on the above methods. Most of the partnerships are general leveraged buyout funds, others include a venture capital fund, a fund formed to invest in special credit opportunities, an infrastructure fund and a real estate fund. Interest in partnership investments could be sold on the secondary market but cannot be redeemed. Instead, distributions are received as the underlying assets of the funds are liquidated. There are
$7.2 million
in unfunded commitments related to partnership/joint venture interests. One of the Plan's investments in partnerships and joint venture interests represents a limited partnership commingled fund valued using the net asset value as reported by the fund manager.
|
•
|
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 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 a 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.
|
•
|
Publishing, which consists of our portfolio of local, regional, national, and international newspaper publishers. The results of this segment include local, classified, and national advertising revenues consisting of both print and digital advertising, circulation revenues from the distribution of our publications on our digital platforms, home delivery of our publications, single copy sales, and other revenues from commercial printing and distribution arrangements. The publishing reportable segment is an aggregation of two operating segments: domestic publishing and the U.K.
|
•
|
ReachLocal, which consists exclusively of our ReachLocal digital marketing solutions subsidiaries. The results of this segment include advertising revenues from our search and display services and other revenues related to web presence and software solutions provided by ReachLocal.
|
In thousands
|
Publishing
|
|
ReachLocal
|
|
Corporate and Other
|
|
Intersegment Eliminations
|
|
Consolidated
|
||||||||||
2018
|
|
|
|
|
|
|
|
|
|
||||||||||
Advertising and marketing services - external sales
|
$
|
1,249,570
|
|
|
$
|
411,505
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,661,075
|
|
Advertising and marketing services - intersegment sales
|
61,647
|
|
|
—
|
|
|
—
|
|
|
(61,647
|
)
|
|
—
|
|
|||||
Circulation
|
1,063,022
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,063,022
|
|
|||||
Other
|
185,324
|
|
|
—
|
|
|
7,417
|
|
|
—
|
|
|
192,741
|
|
|||||
Total revenues
|
$
|
2,559,563
|
|
|
$
|
411,505
|
|
|
$
|
7,417
|
|
|
$
|
(61,647
|
)
|
|
$
|
2,916,838
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Adjusted EBITDA
|
$
|
361,497
|
|
|
$
|
47,895
|
|
|
$
|
(87,661
|
)
|
|
$
|
—
|
|
|
$
|
321,731
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Advertising and marketing services - external sales
|
$
|
1,467,557
|
|
|
$
|
358,728
|
|
|
$
|
(52
|
)
|
|
$
|
—
|
|
|
$
|
1,826,233
|
|
Advertising and marketing services - intersegment sales
|
29,326
|
|
|
—
|
|
|
—
|
|
|
(29,326
|
)
|
|
—
|
|
|||||
Circulation
|
1,120,739
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,120,739
|
|
|||||
Other
|
194,621
|
|
|
—
|
|
|
4,887
|
|
|
—
|
|
|
199,508
|
|
|||||
Total revenues
|
$
|
2,812,243
|
|
|
$
|
358,728
|
|
|
$
|
4,835
|
|
|
$
|
(29,326
|
)
|
|
$
|
3,146,480
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Adjusted EBITDA
|
$
|
432,420
|
|
|
$
|
16,553
|
|
|
$
|
(89,040
|
)
|
|
$
|
—
|
|
|
$
|
359,933
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Advertising and marketing services - external sales
|
$
|
1,602,845
|
|
|
$
|
110,144
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,712,989
|
|
Circulation
|
1,133,676
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,133,676
|
|
|||||
Other
|
196,574
|
|
|
—
|
|
|
4,235
|
|
|
—
|
|
|
200,809
|
|
|||||
Total revenues
|
$
|
2,933,095
|
|
|
$
|
110,144
|
|
|
$
|
4,235
|
|
|
$
|
—
|
|
|
$
|
3,047,474
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Adjusted EBITDA
|
$
|
444,108
|
|
|
$
|
(5,852
|
)
|
|
$
|
(78,361
|
)
|
|
$
|
—
|
|
|
$
|
359,895
|
|
In thousands
|
2018
|
|
2017
|
|
2016
|
||||||
Net income (GAAP basis)
|
$
|
15,040
|
|
|
$
|
6,887
|
|
|
$
|
52,710
|
|
Provision for income taxes
|
15,119
|
|
|
33,854
|
|
|
13,718
|
|
|||
Interest expense
|
24,669
|
|
|
17,142
|
|
|
12,791
|
|
|||
Other non-operating items, net
|
(26,066
|
)
|
|
9,688
|
|
|
10,151
|
|
|||
Operating income (GAAP basis)
|
28,762
|
|
|
67,571
|
|
|
89,370
|
|
|||
Depreciation and amortization
|
157,714
|
|
|
191,885
|
|
|
132,964
|
|
|||
Restructuring costs
|
67,926
|
|
|
44,284
|
|
|
45,757
|
|
|||
Asset impairment charges
|
50,472
|
|
|
46,796
|
|
|
55,940
|
|
|||
Acquisition-related items
|
7,555
|
|
|
5,202
|
|
|
32,683
|
|
|||
Other items
|
9,302
|
|
|
4,195
|
|
|
3,181
|
|
|||
Adjusted EBITDA (non-GAAP basis)
|
$
|
321,731
|
|
|
$
|
359,933
|
|
|
$
|
359,895
|
|
In thousands, except per share amounts
|
|||||||||||||||||||
Fiscal year ended December 31, 2018
|
1st Quarter
|
|
2nd Quarter
|
|
3rd Quarter
|
|
4th Quarter
|
|
Total
|
||||||||||
Operating revenues
|
$
|
722,951
|
|
|
$
|
730,768
|
|
|
$
|
711,714
|
|
|
$
|
751,405
|
|
|
$
|
2,916,838
|
|
Operating income (loss)
|
$
|
(339
|
)
|
|
$
|
18,100
|
|
|
$
|
13,535
|
|
|
$
|
(2,534
|
)
|
|
$
|
28,762
|
|
Net income (loss)
*
|
$
|
(377
|
)
|
|
$
|
16,306
|
|
|
$
|
13,352
|
|
|
$
|
(14,241
|
)
|
|
$
|
15,040
|
|
Per share computations
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings (loss) per share—basic
|
$
|
0.00
|
|
|
$
|
0.14
|
|
|
$
|
0.12
|
|
|
$
|
(0.13
|
)
|
|
$
|
0.13
|
|
Earnings (loss) per share—diluted
|
$
|
0.00
|
|
|
$
|
0.14
|
|
|
$
|
0.11
|
|
|
$
|
(0.13
|
)
|
|
$
|
0.13
|
|
Dividends per share
|
$
|
0.16
|
|
|
$
|
0.16
|
|
|
$
|
0.16
|
|
|
$
|
0.16
|
|
|
$
|
0.64
|
|
Weighted average number of shares outstanding
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
112,756
|
|
|
112,946
|
|
|
113,047
|
|
|
113,126
|
|
|
112,970
|
|
|||||
Diluted
|
112,756
|
|
|
116,219
|
|
|
116,271
|
|
|
113,126
|
|
|
115,751
|
|
•
|
Net loss for the first quarter of
2018
includes restructuring costs of
$9.3 million
, accelerated depreciation of
$5.2 million
, and asset impairment charges of
$3.8 million
.
|
•
|
Net income for the second quarter of
2018
includes restructuring costs of
$12.6 million
, asset impairment charges of
$10.5 million
, and accelerated depreciation of
$4.2 million
.
|
•
|
Net income for the third quarter of
2018
includes restructuring costs of
$11.5 million
, asset impairment charges of
$1.7 million
and accelerated depreciation of
$2.7 million
.
|
•
|
Net loss for the fourth quarter of
2018
includes restructuring costs of
$34.5 million
, asset impairment charges
$34.5 million
, and accelerated depreciation of
$4.6 million
.
|
•
|
Net loss for the first quarter of
2017
includes restructuring costs of
$12.6 million
and accelerated depreciation of
$9.8 million
.
|
•
|
Net loss for the second quarter of
2017
includes asset impairment charges of
$14.7 million
, restructuring costs of
$9.8 million
, and accelerated depreciation of
$13.8 million
.
|
•
|
Net income for the third quarter of
2017
includes restructuring costs of
$5.8 million
, accelerated depreciation of
$14.0 million
, and a net tax benefit of
$20.1 million
related to a worthless stock and bad debt deduction for one of our ReachLocal international subsidiaries.
|
•
|
Net loss for the fourth quarter of
2017
includes asset impairment charges of
$26.8 million
, restructuring costs of
$16.1 million
, accelerated depreciation of
$6.4 million
, tax expense of
$42.8 million
resulting from the revaluation of deferred tax assets and liabilities in connection with the Tax Cuts and Jobs Act, tax expense of
$7.7 million
related to the revaluation of a deferred tax asset associated with a deferred intercompany transaction, and an incremental tax benefit of
$0.9 million
related to the worthless stock and bad debt deduction.
|
(a)
|
Financial Statements, Financial Statement Schedules and Exhibits.
|
Exhibit
Number
|
|
Exhibit
|
|
Location
|
|
|
|
|
|
2-1
|
|
Separation and Distribution Agreement, dated as of June 26, 2015, by and between Parent and the Company.
|
|
|
2-2
|
|
Agreement and Plan of Merger, dated as of May 9, 2018, by and among Gannett Co., Inc., Orca Merger Sub, Inc., WordStream, Inc. and Shareholder Representative Services LLC.
|
|
|
2-3
|
|
Letter Agreement, dated as of June 20, 2018, by and among Gannett Co., Inc., Orca Merger Sub, Inc., WordStream, Inc. and Shareholder Representative Services LLC.
|
|
|
3-1
|
|
Amended and Restated Certificate of Incorporation of the Company.
|
|
|
3-2
|
|
Amended and Restated Bylaws of the Company, effective December 31, 2017.
|
|
4-1
|
|
Indenture (including Form of Note) with respect to Gannett Co., Inc.’s 4.750% Convertible Senior Notes due 2024, dated as of April 9, 2018, between Gannett Co., Inc. and U.S. Bank National Association, as trustee.
|
|
|
10-1
|
|
Transition Services Agreement, dated as of June 26, 2015, by and between Parent and the Company.
|
|
|
10-2
|
|
Tax Matters Agreement, dated as of June 26, 2015, by and between Parent and the Company.
|
|
|
10-3
|
|
Employee Matters Agreement, dated as of June 26, 2015, by and between Parent and the Company.*
|
|
|
10-4
|
|
Credit Agreement among the Company, the several lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, PNC Bank, N.A. and U.S. Bank, National Association, as Co-Syndication Agents, dated as of June 29, 2015.
|
|
|
10-5
|
|
Security Agreement, made by the Company and certain of its Subsidiaries, in favor of JPMorgan Chase Bank, N.A., as Administrative Agent, dated as of June 29, 2015.
|
|
|
10-6
|
|
Trademark Security Agreement, dated as of June 29, 2015, by the Company and certain of its Subsidiaries, in favor of JPMorgan Chase Bank, N.A., as Administrative Agent.
|
|
|
10-7
|
|
Guarantee Agreement made by the Subsidiary Guarantors listed on the signature page thereto in favor of JPMorgan Chase Bank, N.A., as Administrative Agent, dated as of June 29, 2015.
|
|
|
10-8
|
|
Form of Mortgage.
|
|
|
10-9
|
|
Form of Deed of Trust.
|
|
|
10-10
|
|
Schedule of Mortgages or Deeds of Trust Granted by Gannett Subsidiaries.
|
|
|
10-11
|
|
First Amendment to the Credit Agreement.
|
|
|
10-12
|
|
2015 Deferred Compensation Plan Rules for Pre-2005 Deferrals.*
|
|
|
10-13
|
|
Amendment No. 1 to 2015 Deferred Compensation Plan Rules for Pre-2005 Deferrals.*
|
|
|
10-14
|
|
Gannett Co., Inc. 2015 Deferred Compensation Plan Rules for Pre-2005 Deferrals, Amendment No. 2, effective as of July 31, 2018.*
|
|
|
10-15
|
|
Gannett Co., Inc. 2015 Deferred Compensation Plan Rules for Pre-2005 Deferrals, Amendment No. 3, effective as of October 17, 2018.*
|
|
|
10-16
|
|
2015 Deferred Compensation Plan Rules for Post-2004 Deferrals.*
|
|
|
10-17
|
|
Amendment No. 1 to 2015 Deferred Compensation Plan Rules for Post-2004 Deferrals.*
|
|
|
10-18
|
|
Amendment No. 2 to 2015 Deferred Compensation Plan Rules for Post-2004 Deferrals.*
|
|
|
10-19
|
|
Gannett Co., Inc. 2015 Deferred Compensation Plan Rules for Post-2004 Deferrals, Amendment No. 3, effective as of July 31, 2018.*
|
|
|
10-20
|
|
Gannett Co., Inc. 2015 Deferred Compensation Plan Rules for Post-2004 Deferrals, Amendment No. 4, effective as of October 17, 2018.*
|
|
10-21
|
|
Gannett Co., Inc. 2015 Deferred Compensation Plan Rules for Post-2004 Deferrals, Amendment No. 5, effective as of December 7, 2018.*
|
|
|
10-22
|
|
2015 Supplemental Retirement Plan.*
|
|
|
10-23
|
|
Supplemental Executive Medical Plan.*
|
|
|
10-24
|
|
Supplemental Executive Medical Plan for Retired Executives.*
|
|
|
10-25
|
|
Amendment No. 1 to Supplemental Executive Medical Plan for Retired Executives.*
|
|
|
10-26
|
|
2015 Key Executive Life Insurance Plan.*
|
|
|
10-27
|
|
2015 Key Executive Life Insurance Plan Participation Agreement.*
|
|
|
10-28
|
|
2015 Omnibus Incentive Compensation Plan.*
|
|
|
10-29
|
|
Amendment No. 1 to 2015 Omnibus Incentive Compensation Plan.*
|
|
|
10-30
|
|
Amendment No. 2 to 2015 Omnibus Incentive Compensation Plan.*
|
|
|
10-31
|
|
Letter Agreement with Robert J. Dickey.*
|
|
|
10-32
|
|
Transition Services Agreement, dated November 30, 2018, by and between Gannett Co., Inc. and Robert J. Dickey.*
|
|
|
10-33
|
|
Letter Agreement with Alison K. Engel.*
|
|
|
10-34
|
|
Letter Agreement between Gannett Co., Inc. and Sharon T. Rowlands.*
|
|
|
10-35
|
|
Amendment No. 1 to Letter Agreement between Gannett Co., Inc. and Sharon T. Rowlands.*
|
|
|
10-36
|
|
Employment Letter between ReachLocal, Inc. and Sharon T. Rowlands, dated March 31, 2014.*
|
|
|
10-37
|
|
Amendment to Employment Letter between ReachLocal, Inc. and Sharon T. Rowlands, dated November 1, 2015.*
|
|
|
10-38
|
|
Amendment to Employment Letter between ReachLocal, Inc. and Sharon T. Rowlands, effective August 9, 2016.*
|
|
|
10-39
|
|
Letter Agreement, dated January 7, 2019, between Gannett Co., Inc. and Kevin Gentzel.*
|
|
|
10-40
|
|
Employment Retention Agreement, dated as of January 15, 2019, by and between Gannett Co., Inc. and Alison K. Engel.*
|
|
|
10-41
|
|
Employment Retention Agreement, dated as of November 30, 2018, by and between Gannett Co., Inc. and Barbara W. Wall.*
|
|
10-42
|
|
Employment Retention Agreement, dated as of January 15, 2019, by and between Gannett Co., Inc. and Barbara W. Wall.*
|
|
|
10-43
|
|
Employment Contract between Newsquest Media Group Limited and Henry Faure Walker.*
|
|
|
10-44
|
|
Termination Benefits Agreement with Lawrence S. Kramer.*
|
|
|
10-45
|
|
Agreement and Release with Lawrence S. Kramer.*
|
|
|
10-46
|
|
Form of Director RSU Award Agreement.*
|
|
|
10-47
|
|
Form of Executive Officer Restricted Stock Unit Award Agreement (2016).*
|
|
|
10-48
|
|
Form of Executive Officer Restricted Stock Unit Award Agreement (2018).*
|
|
|
10-49
|
|
Form of Executive Officer Restricted Stock Unit Award Agreement (2019).*
|
|
|
10-50
|
|
Form of Executive Officer Performance Share Unit Award Agreement (2016).*
|
|
|
10-51
|
|
Form of Executive Officer Performance Share Unit Award Agreement (2018).*
|
|
|
10-52
|
|
Form of Executive Officer Performance Share Unit Award Agreement (2019).*
|
|
|
10-53
|
|
Form of Executive Officer Cash Performance Unit Award Agreement (2018).*
|
|
|
10-54
|
|
Form of Executive Officer Performance Unit Award Agreement (2019).*
|
|
|
10-55
|
|
Form of Retention RSU Award Agreement with Sharon T. Rowlands.*
|
|
|
10-56
|
|
Form of Retention Cash Award Agreement with Sharon T. Rowlands.*
|
|
|
10-57
|
|
2015 Change in Control Severance Plan, as amended.
|
|
|
10-58
|
|
Amended and Restated Executive Severance Plan, effective as of December 7, 2018.
|
|
|
10-59
|
|
Form of Indemnification Agreement.
|
|
|
10-60
|
|
Gannett Co., Inc. Clawback Policy, effective December 9, 2015, as amended as of December 7, 2018.
|
|
|
10-61
|
|
Summary of Non-Employee Director Compensation.*
|
|
|
21-1
|
|
List of subsidiaries.
|
|
|
23
|
|
Consent of Independent Registered Public Accounting Firm.
|
|
|
31-1
|
|
Rule 13a-14(a) Certification of CEO.
|
|
|
31-2
|
|
Rule 13a-14(a) Certification of CFO.
|
|
|
32-1
|
|
Section 1350 Certification of CEO.
|
|
32-2
|
|
Section 1350 Certification of CFO.
|
|
|
101
|
|
The following financial information from Gannett Co., Inc. Annual Report on Form 10-K for the year ended December 31, 2018, formatted in XBRL includes: (i) Consolidated Balance Sheets at December 31, 2018 and December 31, 2017; (ii) Consolidated Statements of Income for the 2018, 2017 and 2016 fiscal years; (iii) Consolidated Statements of Comprehensive Income (Loss) for the 2018, 2017 and 2016 fiscal years; (iv) Consolidated Cash Flow Statements for the 2018, 2017 and 2016 fiscal years; (v) Consolidated Statements of Equity for the 2018, 2017 and 2016 fiscal years; and (vi) the Notes to Consolidated Financial Statements.
|
|
Attached.
|
*
|
Asterisks identify management contracts and compensatory plans or arrangements.
|
Dated: February 27, 2019
|
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 27, 2019
|
|
/s/ Robert J. Dickey
|
|
|
Robert J. Dickey
|
|
|
President and Chief Executive
|
|
|
Officer (principal executive officer)
|
Dated: February 27, 2019
|
|
/s/ Alison K. Engel
|
|
|
Alison K. Engel
|
|
|
Senior Vice President, Chief
|
|
|
Financial Officer and Treasurer (principal financial officer)
|
Dated: February 27, 2019
|
|
/s/ Lori C. Locke
|
|
|
Lori C. Locke
|
|
|
Vice President and Controller
|
|
|
(principal accounting officer)
|
Dated: February 27, 2019
|
|
/s/ John E. Cody
|
|
|
John E. Cody, Director
|
Dated: February 27, 2019
|
|
/s/ Stephen W. Coll
|
|
|
Stephen W. Coll, Director
|
Dated: February 27, 2019
|
|
/s/ Robert J. Dickey
|
|
|
Robert J. Dickey, Director
|
Dated: February 27, 2019
|
|
/s/ Donald E. Felsinger
|
|
|
Donald E. Felsinger, Director
|
Dated: February 27, 2019
|
|
/s/ Lila Ibrahim
|
|
|
Lila Ibrahim, Director
|
Dated: February 27, 2019
|
|
/s/ Lawrence S. Kramer
|
|
|
Lawrence S. Kramer, Director
|
Dated: February 27, 2019
|
|
/s/ John Jeffry Louis
|
|
|
John Jeffry Louis
|
|
|
Director, Chairman
|
Dated: February 27, 2019
|
|
/s/ Tony A. Prophet
|
|
|
Tony A. Prophet, Director
|
Dated: February 27, 2019
|
|
/s/ Debra A. Sandler
|
|
|
Debra A. Sandler, Director
|
Dated: February 27, 2019
|
|
/s/ Chloe R. Sladden
|
|
|
Chloe R. Sladden, Director
|
|
|||
|
|
|
|
PROPERTY ADDRESS
|
MORTGAGOR NAME
|
OWNERSHIP INTEREST
|
AMOUNT SECURED
|
525 W. Broadway, Louisville, Kentucky
|
The Courier-Journal, Inc.
|
Fee
|
$15,000,000
|
6200 Metropolitan Parkway, Sterling Heights, Michigan
|
Detroit Newspaper Partnership, L.P.
|
Fee
|
$14,000,000
|
8278 Georgetown Road, Indianapolis, Indiana
|
Gannett Satellite Information Network, LLC
|
Fee
|
$8,000,000
|
950 W. Basin Road, Newcastle, Delaware
|
Gannett Satellite Information Network, LLC
|
Fee
|
$7,500,000
|
1100 Immokalee Road and 9790 Bentgrass Bend, Naples Florida
|
Scripps NP Operating, LLC
|
Fee
|
$20,034,053*
|
4101 W. Burnham Street, 332 and 333 W. State Street and 330-340 W. Kilbourn Avenue, Milwaukee, Wisconsin
|
Journal Sentinel, Inc.
|
Fee
|
$28,105,600*
|
|
|||
|
|
|
|
PROPERTY ADDRESS
|
GRANTOR NAME
|
OWNERSHIP INTEREST
|
AMOUNT SECURED
|
22600 N. 19th Avenue, Deer Valley, Arizona
|
Phoenix Newspapers, Inc.
|
Fee
|
$8,700,000
|
2332 New Sentinel Drive, Knoxville, Tennessee
|
Scripps NP Operating, LLC
|
Fee
|
$11,400,000*
|
1.
|
The first sentence of Section 2.5(c) is amended by adding the following parenthetical to the end of such sentence: “(except for election changes that are permitted by the Committee under circumstances that are permissible under Section 409A)”.
|
2.
|
The first sentence of Section 2.6(a) is amended by replacing the references to “Section 2.9(b)” and “Section 2.9(c)” with “Section 2.9”.
|
3.
|
Section 2.9 is amended by adding the following new subsection (l):
|
(l)
|
In lieu of the rules set forth in Section 2.9(b), (c) and (f) above, the following payment election rules shall apply to Director Participants with respect to deferral elections made on or after December 7, 2018:
|
•
|
At the time a deferral election is made, the Director Participant shall choose the date on which payment of the amount credited to the Deferred Compensation Account is to commence, which date shall be either April 1 or October 1 of: (i) the year of the Director Participant’s separation from service, (ii) the year next following the Director Participant’s separation from service, or (iii) any other calendar year specified by the Director Participant provided that such year is, or is prior to, the year that the Director Participant attains his/her mandatory retirement date as in effect as of the date the deferral election is made (“Payment Commencement Date”).
|
•
|
At the time the election to defer is made, the Director Participant may choose to receive payments either: (i) in a lump sum, or (ii) in up to fifteen annual installments. The method of paying a Deferred Compensation Account is the “Method of Payment.” The amount of any payment under the Plan shall be the value attributable to the Deferred Compensation Account on the last day of the month preceding the month of the payment date, divided by the number of payments remaining to be made, including the payment for which the amount is being determined.
|
•
|
Under rules prescribed by the Committee, at the time the election to defer is made, a Director Participant may elect to allocate a portion of the Director Participant’s deferral elections to pre-existing Deferred Compensation Accounts and/or a new Deferred Compensation Account established for such deferral. Notwithstanding the foregoing, excluding Deferred Compensation Accounts established for amounts that the Company contributes under Section 2.11 or Article 5, the maximum number of Deferred Compensation Accounts a Director Participant may have at any time is five, subject to the Committee’s right to increase such limit. Except as provided in subsection (e), the payout rules for a Deferred Compensation Account may not be changed after the rules for that Account have been established.
|
•
|
The payment rules set forth in Section 2.9(f) shall not apply to Director Participant deferral elections made on or after December 7, 2018.
|
(a)
|
“
Annual Base Salary
” means a Participant’s regular rate of annual base salary as in effect immediately preceding such Participant’s Qualifying Termination.
|
(b)
|
“Cause
” means a termination of a Participant’s employment following the occurrence of any of the following events, each of which shall constitute a “Cause” for such termination:
|
(i)
|
embezzlement, fraud, misappropriation of funds, breach of fiduciary duty or other act of material dishonesty committed by a Participant or at his or her direction;
|
(ii)
|
failure by a Participant 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;
|
(iii)
|
material violation of the Company’s employment policies by a Participant;
|
(iv)
|
gross negligence, including in a supervisory capacity, of the Employee that causes significant financial or reputational harm to the Company;
|
(v)
|
conviction of, or plea of guilty or nolo contendere by a Participant to a felony or any crime involving moral turpitude; or
|
(vi)
|
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
.
|
(c)
|
“
Qualifying Termination
” means an involuntary termination of a Participant’s employment by the Company (other than for Cause). Any determination as to whether a termination is a Qualifying Termination shall be made in the reasonable, good faith discretion of the Committee. In no event shall a Participant’s voluntary termination (including a company announced retirement date) or a termination due to a Participant’s death or disability constitute a Qualifying Termination under this Plan.
|
(d)
|
“
Severance Multiple
” means (i) with respect to the President and Chief Executive Officer of the Company, three (3); and (ii) for other Participants the “Severance Multiple” shall be either two (2) or one (1) as assigned to the Participant by the Board or the Committee.
|
(a)
|
General
. It is intended that payments and benefits made or provided under this Plan shall not result in penalty taxes or accelerated taxation pursuant to Section 409A of the Internal Revenue Code of 1986, as amended (the “
Code
”), and the Plan shall be interpreted and administered in accordance with that intent. If any provision of the Plan would otherwise conflict with or frustrate this intent, that provision will be interpreted and deemed amended so as to avoid the conflict. Any payments that qualify for the “short-term deferral” exception, the separation pay exception or another exception under Section 409A of the Code shall be paid under the applicable exception. For purposes of the limitations on nonqualified deferred compensation under Section 409A of the Code, each payment of compensation under this Plan shall be treated as a separate payment of compensation for purposes of applying the exclusion under Section 409A of the Code for short-term deferral amounts, the separation pay exception or any other exception or exclusion under Section 409A of the Code. In no event may a Participant, directly or indirectly, designate the calendar year of any payment under this Plan. Despite any contrary provision of this Plan, any references to termination of employment or date of termination shall mean and refer to the date of a Participant’s “separation from service,” as that term is defined in Section 409A of the Code and Treasury regulation Section 1.409A-1(h).
|
(b)
|
Delay of Payment
. Notwithstanding any other provision of this Plan to the contrary, if a Participant is considered a “specified employee” for purposes of Section 409A of the Code (as determined in accordance with the methodology established by the Company as in effect on the termination date), any payment that constitutes nonqualified deferred compensation within the meaning of Section 409A of the Code that is otherwise due to a Participant under this Plan during the six (6)-month period immediately following a Participant’s separation from service (as determined in accordance with Section 409A of the Code) on account of a Participant’s separation from service shall be accumulated and paid to such Participant on the first (1st) business day of the seventh (7th) month following such Participant’s separation from service (the “
Delayed Payment Date
”). If such Participant dies during the postponement period, the amounts and entitlements delayed on account of
|
(c)
|
Reimbursement and In-Kind Benefits
. Notwithstanding anything to the contrary in this Plan, all reimbursements and in-kind benefits provided under this Plan that are subject to Section 409A of the Code shall be made in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the Participant’s lifetime (or, if longer, through the twentieth (20
th
) anniversary of the Effective Date) or during a shorter period of time specified in this Plan); (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (iii) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred; and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.
|
(a)
|
The Release of Claims means that you agree to give up forever any and all legal claims, or causes of actions, you may have, or think you have, against the Company, any of its subsidiaries, related or affiliated companies, including any predecessor or successor entities, and their respective directors, officers, and employees (collectively, the “
Company Parties
”). This Release of Claims includes all legal claims that arose at any time before or at the time you sign this Agreement; it also includes those legal claims of which you know and are aware, as well as any legal claims of which you may not know or be aware, including claims for breach of contract, claims arising out of any employment agreement you may have or under the Plan, claims of intentional or negligent infliction of emotional distress, defamation, breach of implied covenant of good faith and fair dealing, and any other claim arising from, or related to, your employment by the Company. In addition, the Company Parties agree to give up forever any and all legal claims, or causes of action, they may have or think they may have against you, including all legal claims that arose at any time before or at the time you sign this Agreement, whether known to the Company Parties or not.
|
(b)
|
Several laws of the United States and of the Commonwealth of Virginia create claims for employees in various circumstances. These laws include the Age Discrimination in Employment Act of 1967, as amended by the Older Worker Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Rehabilitation Act of 1973, the Family and Medical Leave Act, the Employee Retirement Income Security Act, the Americans With Disabilities Act, the Genetic Information Non-discrimination Act, and the Virginia Human Rights Act. Several of these laws also provide for the award of attorneys’ fees to a successful plaintiff. You agree that this Release of Claims specifically includes any possible claims under any of these laws or similar state and federal laws, including any claims for attorneys’ fees.
|
(c)
|
By referring to specific laws we do not intend to limit the Release of Claims to just those laws. All legal claims for money damages, or any other relief that relate to or are in any way connected with your employment with the Company or any of its subsidiaries, related or affiliated companies, are included within this Release of Claims, even if they are not specifically referred to in this Agreement. To this end, you specifically acknowledge and agree that, except as provided for in this Agreement, you have received all compensation to which you are entitled for services provided to the Company up to and including the Date of Termination, and you agree not to make any claim for further compensation of any type, including, but not limited to, claims for wages or salary, bonus payments, incentive compensation, business expenses, pension or retirement contributions or benefits, or sick pay, holiday pay, or vacation pay. The only legal claims that are not covered by this Release of Claims are the Excluded Matters.
|
(d)
|
Except for the Excluded Matters, we agree that neither party will say later that some particular legal claim or claims are not covered by this Release of Claims because we or you were unaware of the claim or claims, because such claims were overlooked, or because you or we made an error.
|
(e)
|
We specifically confirm that, as far as you or the Company know, no one has made any legal claim in any federal, state or local court or government agency relating to your employment, or the ending of your employment, with the Company.
|
(f)
|
This Agreement will not prevent you from filing any future administrative charges or complaints with the Securities and Exchange Commission (SEC), the United States Equal Employment Opportunity Commission (EEOC) or any state or federal government agency about a potential violation of federal or
|
(g)
|
You acknowledge that the consideration provided in exchange for this Agreement is greater than anything of value to which you would otherwise be entitled in the absence of this Agreement. You further acknowledge that, in the event certain of the consideration provided in exchange for this Agreement is clawed back pursuant to the provisions of any plan or policy of the Company, the remaining consideration provided to you is still greater than anything of value to which you would otherwise be entitled in the absence of this Agreement, and such claw back shall have no effect on the validity of the representations and covenants set forth herein.
|
(a)
|
You agree that in consideration for the payments under paragraph 2 above (irrespective of whether they are subject to a claw back pursuant to the terms of any plan or policy of the Company), for a period of six (6) months after the Date of Termination (the “
Restricted Period
”), you will not, without the written consent of the Company, obtain or seek a position with a Competitor (as defined below) in which you will use or are likely to use any confidential information or trade secrets of the Company including, but not limited to, a position in which you would have duties for such Competitor within the United States that involve Competitive Services (as defined below) and that are the same or similar to those duties actually performed by you for the Company.
|
(b)
|
You understand and agree that the relationship between the Company and each of its employees constitutes a valuable asset of the Company and may not be converted to your own use. Accordingly, you hereby agree that during the Restricted Period, you shall not, directly or indirectly, on your own behalf or on behalf of another person, solicit or induce any employee of the Company to terminate his or her employment relationship with the Company or any affiliate of the Company or to enter into employment with another person or entity. The foregoing shall not apply to employees who respond to solicitations of employment directed to the general public or who seek employment at their own initiative.
|
(c)
|
For purposes of this paragraph 5, “
Competitive Services
” means the provision of goods or services that are competitive with any goods or services offered by the Company as of the date of this Agreement, including, but not limited to newspapers, non-daily publications, digital, Internet, and other news and
|
(d)
|
You agree that due to your position of trust and confidence the restrictions contained in this paragraph 5 are reasonable, and the benefits conferred on you in this Agreement are adequate consideration, and since the nature of the Company’s business is national in scope, the geographic restriction herein is reasonable.
|
(e)
|
You agree that you will not make any statements, oral or written, or cause or allow to be published in your name, or under any other name, any statements, interviews, articles, books, web logs, editorials or commentary (oral or written) that are critical or disparaging of the Company, or any of their operations, or any of their officers, employees or directors. Likewise, the Company agrees that it will not make, and will use reasonable efforts to ensure that directors and officers of the Company do not make, any statements, oral or written, or cause to be published in the Company’s name, any statements, interviews, articles, editorials or commentary (oral or written) that are critical or disparaging of you. It is understood that merely because a personal statement is made by a Company employee does not mean that it is made “in the Company’s name”. This Agreement does not prevent you from communicating with the NLRB, EEOC, SEC or any other state or federal governmental agency or from participating in or cooperating with such agencies in any investigation or legal action undertaken by that agency, including providing documents or other information, without notice to the Company.
|
(f)
|
You agree that unless duly authorized in writing by the Company, you will not at any time divulge or use in connection with any business activity any trade secrets or confidential information first acquired by you during and by virtue of your employment with the Company. Notwithstanding any provisions of this Agreement or Company policy regarding the disclosure of trade secrets or confidential information, pursuant to section 7 of the Defend Trade Secrets Act of 2016 (“DTSA”), you cannot be held criminally or civilly liable under any federal or state trade secret law for disclosure of a trade secret if that disclosure is made (i) in confidence to a federal, state or local government official, either directly or indirectly, or to any attorney, and for the sole purpose of reporting or investigating a suspected violation of law, or (ii) in a complaint or other document filed in a lawsuit or similar proceeding, provided that filing is made under seal.
|
(g)
|
You acknowledge that a breach of this paragraph 5 would cause irreparable injury and damage to the Company which could not be reasonably or adequately compensated by money damages, and the Company acknowledges
|
(h)
|
In the event of your breach of this paragraph 5, in addition to the injunctive relief described above, the Company’s remedy shall include the forfeiture or return to the Company of any payment made or due to you or on your behalf under paragraph 2 above.
|
(i)
|
In the event that any provision of this paragraph 5 is held to be in any respect an unreasonable restriction, then the court so holding may modify the terms thereof, including the period of time during which it operates or the geographic area to which it applies, or effect any other change to the extent necessary to render this paragraph 5 enforceable, it being acknowledged by the parties that the representations and covenants set forth herein are of the essence of this Agreement.
|
•
|
The Company is required to restate its financial statements due to material noncompliance with any financial reporting requirement as a result of Misconduct by an Executive (hereinafter referred to as a “Restatement Event”). For purposes of this policy, "Misconduct" shall mean fraud, intentional misconduct or gross negligence, as determined in the sole discretion of the Board (or designated Committee);
|
•
|
The Board’s (or designated Committee’s) determination that an Executive engaged in (1) fraud, theft, misappropriation, embezzlement or misrepresentation, (2) gross negligence including in a supervisory capacity or material violations of Company policies that result in material financial or reputational harm to the Company, or (3) violations of post-employment restrictive covenants (collectively hereinafter referred to as a “Material Detriment Event”); or
|
•
|
An Executive is terminated from employment by the Company due to a felony conviction (including a plea of guilty or of nolo contendere
),
which is directly and materially harmful to the business or reputation of the Company (hereinafter referred to as a “Felony Event”).
|
(i)
|
for a Restatement Event, require the reimbursement and/or forfeiture of any bonus, incentive compensation, or equity-based compensation (collectively “Incentive Compensation”) paid to the Executive in excess of what would have been paid absent the restatement;
|
(ii)
|
for a Material Detriment Event, with respect to any Executive whose actions triggered the Material Detriment Event, require the reimbursement and/or forfeiture
|
(iii)
|
for a Felony Event, with respect to the Executive who is terminated in connection with the Felony Event, require the reimbursement and/or forfeiture of any Incentive Compensation paid to such Executive during the 12 month period prior to the Executive’s termination (as well as any profits realized, directly or indirectly, from the sale of Company securities during such period).
|
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.
|
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MICHIGAN
|
DETROIT NEWSPAPER PARTNERSHIP, LP
|
|
DELAWARE
|
DIGICOL, INC.
|
|
DELAWARE
|
EVANSVILLE COURIER COMPANY, INC.
|
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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) pertaining to the Gannett Co., Inc. 2015 Deferred Compensation Plan,
|
(2)
|
Registration Statement (Form S-8 No. 333-205321) pertaining to the Gannett Co., Inc. 2015 Omnibus Incentive Compensation Plan,
|
(3)
|
Registration Statement (Form S-8 No. 333-205322) pertaining to the Gannett Co., Inc. 401(k) Savings Plan,
|
(4)
|
Registration Statement (Form S-8 No. 333-217897) pertaining to the Gannett Co., Inc. 2015 Omnibus Incentive Compensation Plan,
|
(5)
|
Registration Statement (Form S-8 No. 333-220695) pertaining to the Gannett Co., Inc. 401(k) Savings Plan,
|
(6)
|
Registration Statement (Form S-8 No. 333-224852) pertaining to the Gannett Co., Inc. 2015 Omnibus Incentive Compensation Plan and
|
(7)
|
Registration Statement (Form S-3ASR No. 333-205323) of Gannett Co., Inc.;
|
/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)
|
|