UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
   
þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 28,June 27, 2010
OR
   
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 1-6961
GANNETT CO., INC.
(Exact name of registrant as specified in its charter)
   
Delaware16-0442930

(State or other jurisdiction of incorporation or organization)
 16-0442930
(I.R.S. Employer Identification No.)
   
7950 Jones Branch Drive, McLean, Virginia 22107-0910
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (703) 854-6000.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yesþ Noo
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yesþ Noo
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
       
Large Accelerated Filerþ Accelerated Filero Non-Accelerated Filero Smaller Reporting Companyo
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yeso Noþ
The total number of shares of the registrant’s Common Stock, $1.00 par value outstanding as of March 28,June 27, 2010 was 238,171,891.238,569,572.
 
 

 

 


TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION
Items 1 and 2. Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations
CONDENSED CONSOLIDATED BALANCE SHEETS
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Item 4. Controls and Procedures
PART II. OTHER INFORMATION
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Item 6. Exhibits
SIGNATURES
EXHIBIT INDEX
Exhibit 3-2
Exhibit 31-1
Exhibit 31-2
Exhibit 32-1
Exhibit 32-2
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT


PART I. FINANCIAL INFORMATION
Items 1 and 2. Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations
MANAGEMENT’S DISCUSSION AND ANALYSIS OF OPERATIONS
Results from Operations
Gannett Co., Inc. (the Company) reported 2010 firstsecond quarter earnings per diluted share of $0.49$0.81 including a net gain from discontinued operations of $0.08 per share. Diluted earnings per share from continuing operations, on a GAAP (generally accepted accounting principles) basis for the second quarter of 2010 were $0.73 compared to $0.34$0.30 for the firstsecond quarter of 2009.
The results for the firstsecond quarter of 2010 include a $2.2$28.7 million ($0.12 per share) net tax chargebenefit due primarily to the expiration of the statutes of limitations and the release of certain reserves related to recent health care reform legislation and the resultant losssale of tax deductibility for certain retiree health care costs covered by Medicare retiree drug subsidies ($0.01 per share).
a business in a prior year. The results for the firstsecond quarter of 2009 include a $39.8$42.7 million pre-tax settlement gain related to one of the Company’s union pension plansdebt exchange ($24.726.1 million after tax or $0.11 per share) and $6.6; $16.3 million in pre-tax costs related to workforce restructuring costs ($4.310.2 million after tax or $0.02$0.04 per share); $47.4 million of pre-tax non-cash charges related primarily to asset impairments in the Company’s publishing segment ($29.6 million after-tax or $0.13 per share); and a $28.0 million non-cash charge for asset write-downs ($24.2 million after-tax or $0.10 per share).
Excluding the impact of the special items noted above, diluted earnings per share increased 33% from $0.46 per share in the second quarter of 2009 to $0.61 per share in the second quarter of 2010.
During the second quarter of 2010, the Company completed the sale of The Honolulu Advertiser as well as a small directory publishing operation in Michigan. Operating results for the second quarter and year-to-date periods of 2010 and 2009 exclude the disposition gains and operating results from these former properties which have been reclassified to discontinued operations.
A consolidated summary of the Company’s results from continuing operations is presented below.
                        
In millions of dollars, except per share amounts 2010 2009 Change 
In thousands of dollars, except per share amounts 2010 2009 Change 
  
Operating revenues $1,322 $1,378  (4%) $1,365,143 $1,387,335  (2%)
Operating expenses 1,104 1,212  (9%) 1,092,534 1,245,288  (12%)
              
Operating income $218 $166  31% $272,609 $142,047  92%
  
Non-operating expense $43 $49  (12%) $(37,621) $(24,550)  53%
  
Net income attributable to Gannett Co., Inc. $117 $77  51%
Net income attributable to Gannett Co., Inc. 
Income from continuing operations attributable to Gannett Co., Inc. $175,165 $70,057  150%
Per share — basic $0.49 $0.34  44% $0.74 $0.30  147%
Per share — diluted $0.49 $0.34  44% $0.73 $0.30  143%
In addition to the results reported in accordance with accounting principles generally accepted in the United States (“GAAP”),GAAP, the Company has provided in this report amounts for operating expenses, operating income, non-operating (expense) income, net income attributable to Gannett Co., Inc. and earnings per share excluding certain special items (non GAAP basis). as discussed in the second paragraph above. Management believes results excluding these items better reflect the ongoing performance of the Company and enablesenable management and investors to meaningfully trend, analyze and benchmark the performance of the Company’s operations. These measures are also more comparable to financial measures reported by the Company’s competitors. These results should not be considered a substitute for amounts calculated and reported in accordance with GAAP.
The narrative which follows provides background on key revenue and expense areas and principal factors affecting comparisons and amounts. The narrative is focused mainly on changes in historical financial results. However, certain comparisons identified as “pro forma” below reflect adjustments to historical financial results. To compute pro forma numbers, historical financial results are adjusted to assume that only companies presently consolidated as of the most recent balance sheet date were consolidated throughout all periods covered by the narrative. The pro forma amounts therefore exclude amounts for the exit of a commercial printing business in the thirdsecond quarter of 2009. The Company consistently uses, for individual businesses and for aggregated business data, pro forma reporting of operating results in its internal financial reports because it enhances measurement of

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performance by permitting comparisons with prior period historical data. Likewise, the Company uses this same pro forma data in its external reporting of key financial results and benchmarks.

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Operating expenses adjusted to remove the effect of special items noted above are as follows:
             
In millions of dollars 2010  2009  Change 
             
Operating expense (GAAP basis) $1,104  $1,212   (9%)
Remove favorable (unfavorable) special items:
            
Workplace restructuring and related expenses     (7)  *** 
Pension settlement gain     40   *** 
          
As adjusted (non-GAAP basis) $1,104  $1,245   (11%)
          
             
In thousands of dollars
Second Quarter
 2010  2009  Change 
             
Operating expense (GAAP basis) $1,092,534  $1,245,288   (12%)
Remove unfavorable special items:
            
Workforce restructuring and related expenses     (16,290)  ***
Facility consolidation and asset impairment charges     (47,391)  ***
          
As adjusted (non-GAAP basis) $1,092,534  $1,181,607   (8%)
          
Operating income adjusted to remove the effect of special items is as follows:
             
In millions of dollars 2010  2009  Change 
             
Operating income (GAAP basis) $218  $166   31%
Remove (favorable) unfavorable special items:
            
Workplace restructuring and related expenses     7   *** 
Pension settlement gain     (40)  *** 
          
As adjusted (non-GAAP basis) $218  $133   64%
          
             
In thousands of dollars
Second Quarter
 2010  2009  Change 
             
Operating income (GAAP basis) $272,609  $142,047   92%
Remove unfavorable special items:
            
Workforce restructuring and related expenses     16,290   ***
Facility consolidation and asset impairment charges     47,391   ***
          
As adjusted (non-GAAP basis) $272,609  $205,728   33%
          
Non-operating (expense) income adjusted to remove the effect of special items is as follows:
             
In thousands of dollars
Second Quarter
 2010  2009  Change 
             
Non-operating (expense) income (GAAP basis) $(37,621) $(24,550)  53%
Remove (favorable) unfavorable special items:
            
Debt exchange gain     (42,746)  ***
Impairment of publishing assets sold     28,035   ***
          
As adjusted (non-GAAP basis) $(37,621) $(39,261)  (4%)
          
Net income attributable to Gannett Co., Inc. adjusted to remove the effect of certain special items is as follows:
             
In millions of dollars 2010  2009(a)  Change 
             
Net income attributable to Gannett Co., Inc. (GAAP basis) $117  $77   51%
Remove (favorable) unfavorable special items:
            
Change in tax status of Medicare subsidy  2      *** 
Workplace restructuring and related expenses     4   *** 
Pension settlement gain     (25)  *** 
          
As adjusted (non-GAAP basis) $119  $57   110%
          
             
In thousands of dollars
Second Quarter
 2010  2009  Change 
             
Net income attributable to Gannett Co., Inc. (GAAP basis) $195,478  $70,481   177%
Remove (favorable) unfavorable special items (net of tax):
            
Discontinued operations  (20,313)  (424)  ***
Prior year tax reserve adjustments, net  (28,700)     ***
Workforce restructuring and related expenses     10,164   ***
Facility consolidation and asset impairment charges     29,633   ***
Debt exchange gain     (26,075)  ***
Impairment of publishing assets sold     24,155   ***
          
As adjusted (non-GAAP basis) $146,465  $107,934   36%
          
(a)Numbers do not sum due to rounding.

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On an as adjusted basis using non GAAP amounts for expenses, operating results were as follows:
                        
In millions of dollars 2010 2009 Change 
In thousands of dollars
Second Quarter
 2010 2009 Change 
  
Operating revenues $1,322 $1,378  (4%) $1,365,143 $1,387,335  (2%)
Operating expenses 1,104 1,245  (11%) 1,092,534 1,181,607  (8%)
              
Operating income $218 $133  64% $272,609 $205,728  33%
  
Non-operating expense $43 $49  (12%)
Non-operating (expense) income $(37,621) $(39,261)  (4%)
  
Net income attributable to Gannett Co., Inc. $119 $57  110% $146,465 $107,934  36%
 
Earnings from continuing operations per share — diluted $0.61 $0.46  33%
Earnings from continuing operations per diluted share (GAAP basis) rose 143% to $0.73 in the second quarter of 2010 from $0.30 in the second quarter of 2009. Excluding the special items noteddiscussed above, net income attributableearnings per diluted share increased 33% from $0.46 per share in the second quarter of 2009 to Gannett Co., Inc increased 110 percent for$0.61 per share in the firstsecond quarter of 2010.
Earnings from continuing operations per diluted share (GAAP basis) rose 89% to $1.21 in the year-to-date period in 2010 from $0.64 in the year-to-date period in 2009. The results include special items in the second quarter of 2010 versus the comparable figure for the first quarter of 2009.
Earnings per diluted share rose 44% to $0.49 in the first quarter of 2010 from $0.34 in the first quarter of 2009.and 2009 as discussed above. The results for the first quarter of 2010 include a $2.2 million tax charge related to recent health care reform legislation and the resultant loss of tax deductibility for certain retiree health care costs covered by Medicare retiree drug subsidies ($0.01 per share). The results for the first quarter of 2009 include a $39.8 million pre-tax settlement gain related to one of the Company’s union pension plans ($24.7 million after tax or $0.11 per share) and $6.6$6.4 million in pre-tax workforce restructuring costs ($4.34.1 million after tax or $0.02 per share). Excluding theseall special items earningsin 2010 and 2009, net income from continuing operations attributable to Gannett Co., Inc. increased 60% versus the comparable figure for 2009. Earnings from continuing operations per diluted share doubledexcluding special items rose 55% to $1.10 in 2010 versus $0.71 in 2009.
Recent Developments
In July 2010, the Company and Yahoo! Inc. entered into a local advertising partnership that brings together Gannett’s strong local media organization brands, sales capabilities, and leading website audiences with Yahoo!’s high quality audience and display advertising leadership. All of Gannett’s 81 local publishing organizations and seven of its Broadcasting Division sites will sell Yahoo! advertising inventory as part of Gannett’s local advertising solutions. As a result, local advertisers will benefit from $0.25 per share inexpanded digital reach and audience targeting capabilities based on geography, user demographics, interests, and more against that expanded audience. In addition, Gannett will be leveraging the first quartertargeting and ad ordering capabilities of 2009 to $0.50 per share in the first quarter of 2010.APT from Yahoo! platform for local sales.

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Liquidity Matters
For the first threesix months of 2010, the Company’s long-term debt was reduced by $260$432 million, reflecting repayments of borrowings under the revolving credit agreements using cash flow from operations. At the end of the firstsecond quarter, the Company’s total long term debt was $2.8$2.6 billion. The Company’s senior leverage ratio was 2.30x2.10x as of March 28,June 27, 2010, which is substantially below the senior leverage capratio of 3.50x.3.5x the Company is required to maintain under its revolving credit agreements and term loan agreement.
Further information regarding liquidity matters can be found in “Liquidity, Capital Resources, Financial Position, and Statements of Cash Flows” beginning on page 8.10.
Operating Revenues
Operating revenues declined 4%2% to $1.3$1.4 billion for the second quarter of 2010 and 3% to $2.7 billion for the first six months of the year. The Company exited a UK-based commercial printing business in the second quarter of 2010. Although operating revenues have declined,2009 that generated revenue trend comparisons improvedof $13 million in that quarter and $24 million for the quarter reflecting the positive impact healthier economies in the U.S. and UK had on advertising demand. Television advertising revenues also benefited due to increased core revenues and ad spending relating to the Winter Olympic Games.year-to-date period. On a pro forma basis, operating revenues decreased 3%0.7% for the quarter. March operating revenuesquarter and 2% for the year-to-date period. The exchange rate also had an impact on year-over-year comparisons. On a pro forma basis, wereadjusted for currency, total operating revenue in the second quarter was just 0.4% lower than athe second quarter last year ago by less than one percent.and 2% lower for the year-to-date period. A more detailed discussion of revenues by business segment is included in the following sections of this report.

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During the second quarter of 2010, the Company completed the sale of The Honolulu Advertiser as well as a small directory publishing operation in Michigan. Revenues totaling $10 million and $33 million in the second quarter and year-to-date periods of 2010, respectively, and $25 million and $49 million in the second quarter and year-to-date periods of 2009, respectively, have been reclassified to discontinued operations.
Operating Expenses
Operating expenses declined 9%12% to $1.1 billion for the firstsecond quarter of 2010 and 11% to $2.2 billion for the first six months, as a result of significantly lower costs due to greater operating efficienciescost control and substantiallyefficiency efforts company-wide as well as lower newsprint expense.expense, partially offset by approximately $24 million less of furlough savings in the second quarter this year compared to a year ago. Excluding the workforce restructuring expenses and the pension settlement gainspecial items in 2009, pro forma operating expenses were 10%7% lower for the quarter.quarter and 8% lower year-to-date.
Excluding workforce restructuring, payroll expenses were down 8%2% for the quarter and 5% for the first six months, reflecting headcount reductions across the Company in previous periods.periods partially offset by substantially lower furlough savings.
Newsprint expense was 43%34% lower for the firstsecond quarter, of 2010 reflecting a 16%12% decline in usage as well asand a 32%24% decline in usage prices. FavorableFor the six month period, newsprint comparisons are expected to continue through at least the second quarter of 2010.expense was 38% lower as usage prices were 28% lower than last year and consumption was 14% lower.
Publishing Results
Publishing revenues declined 7%6% to $1.0 billion in the first quarter from $1.1 billion in 2009.the second quarter and decreased 7% to $2.0 billion from $2.2 billion year-to-date. In the thirdsecond quarter of 2009, the Company exited a commercial printing business in the UK, which accounted for $12$13 million of the total publishing revenue decline for the quarter.quarter and $24 million on a year-to-date basis. On a pro forma, constant currency basis, publishing revenues declined 6%4% for the quarter. Pro forma revenue comparisons improved steadily through the quarter and 6% year-to-date. Publishing revenue comparisons for the second quarter on a pro forma, constant currency basis were 83 percentage points better than the fourthfirst quarter comparisons. March pro forma publishing revenues declined just 3%.
On a constant currency basis, pro forma publishing revenues declined 7% for the first quarter. The average exchange rate used to translate UK publishing results from the British pound to U.S. dollars increased 9%decreased 3% to 1.571.49 for the firstsecond quarter of 2010 from 1.441.54 last year.year and for the year-to-date period increased 2% to 1.53 from 1.49.
Publishing operating revenues are derived principally from advertising and circulation sales, which accounted for 66%67% and 28%26%, respectively, of total publishing revenues for the firstsecond quarter, of 2010.and 66% and 27%, respectively, for the year-to-date period. Advertising revenues include amounts derived from advertising placed with print products as well as publishing related internet Web sites. “All other” publishing revenues are mainly from commercial printing operations. The table below presents the components of publishing revenues.
Publishing revenues, in thousands of dollars
                        
First Quarter 2010 2009 Change 
Second Quarter 2010 2009 Change 
  
Advertising $665,909 $722,755  (8%) $692,172 $734,241  (6%)
Circulation 284,533 299,683  (5%) 270,086 287,058  (6%)
All other 63,837 69,390  (8%) 64,765 70,716  (8%)
              
Total $1,014,279 $1,091,828  (7%) $1,027,023 $1,092,015  (6%)
              
             
Year-to-Date 2010  2009  Change 
             
Advertising $1,341,507  $1,439,059   (7%)
Circulation  549,086   581,190   (6%)
All other  127,889   139,510   (8%)
          
Total $2,018,482  $2,159,759   (7%)
          

 

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The table below presents the principal categories of advertising revenues for the publishing segment.
Advertising revenues, in thousands of dollars
                        
First Quarter 2010 2009 Change 
Second Quarter 2010 2009 Change 
  
Retail $335,348 $368,227  (9%) $350,723 $374,429  (6%)
National 117,424 121,238  (3%) 125,766 130,633  (4%)
Classified 213,137 233,290  (9%) 215,683 229,179  (6%)
              
Total publishing advertising revenue $665,909 $722,755  (8%) $692,172 $734,241  (6%)
              
             
Year-to-Date 2010  2009  Change 
             
Retail $675,905  $730,793   (8%)
National  242,390   251,555   (4%)
Classified  423,212   456,711   (7%)
          
Total publishing advertising revenue $1,341,507  $1,439,059   (7%)
          
Publishing advertising revenues decreased 8%6% in the first quarter to $666$692 million from $723$734 million in the firstsecond quarter of 2009.2009 and decreased 7% to $1.3 billion from $1.4 billion on a year-to-date basis. On a constant currency basis, total publishing advertising revenue would have been 9%5% lower for the first quarter.second quarter and 7% lower for the year-to-date period. For U.S. publishing, advertising revenue decreased 9%5% for the firstsecond quarter while inand 7% for the year-to-date period. In the UK, advertising revenues fell 1%.9% for the second quarter and 5% for the year-to-date period. On a constant currency basis, advertising revenues in the UK declined 9%6% for the first quarter.second quarter and 8% for the year-to-date period.
AllTotal second quarter advertising category comparisons improved during the first quarter compared to last year’s fourth quarter comparisons. Ason a result, the decline in total advertising was 10constant currency basis were 4 percentage points better than fourthfirst quarter year-over-year comparisons. Classified advertising was 14and retail drove the better comparisons and were 6 and 4 percentage points better than the fourthfirst quarter comparison while comparisons, for retail and national were 9 and 8 percentage points better, respectively. In March, totalTotal advertising revenues were just 3% lower than a year ago.in June declined 4 percent excluding the impact of currency, and it was the best comparison month since early 2007.
RetailFor the second quarter and year-to-date periods, retail advertising revenues in total declined 9% for the quarter.6% and 8%, respectively. In the U.S. retail was down 10%6% for the quarter and 8% for the year-to-date period while in the UK retail revenues declined 3%4% in local currency for the quarter.quarter and year-to-date period.
National advertising revenues declined 3%4% for the quarter. Nationalquarter and year-to-date period. Domestically, national advertising revenues increased 8% in the U.S. Community Publishing group and were updecreased 2% in the UK in local currency for the quarter. Ad revenuequarter and 3% year-to-date due to lower results at USA TODAY, including USATODAY.com, was down 11% for the quarter.partially offset by a double-digit increase in national advertising at U.S. Community Publishing. Advertising demand at USA TODAY continues to be impacted by softness in the soft traveltravel-related categories. The automotive, retail and lodging markets. Severalpackaged goods categories at USA TODAY improved during the quarter including automotive, technology and retail. These revenue gains, however, were more than offset by weakness inat USA TODAY while the travel, entertainment, financial,travel, telecommunications and pharmaceutical categories.categories lagged last year. Paid advertising pages at USA TODAY totaled 580 compared with 602 in last year’s second quarter.
Classified advertising revenues declined 6% for the firstsecond quarter were down 9% reflecting declines of 9% inand 7% for the U.S. and 13% at Newsquest in local currency.year-to-date period. Automotive revenue was 2% higher for the quarter, while employment and real estate declinedwere down 3%, 12% and 15%11%, respectively. On a constant currencyyear-to-date basis, total classified revenuesautomotive was flat, followed by employment and real estate which declined 10%.7% and 13%, respectively. The percentage changes in the classified categories for domestic publishing, Newsquest and in total on a constant currency basis for the first quarter of 2010 compared to the first quarter in 2009 wereare as follows:
                        
 U.S. Newsquest Total Constant  U.S. Newsquest Total Constant 
Second Quarter Publishing (in pounds) Currency 
 Publishing (in pounds) Currency  
Automotive  (3%)  (10%)  (4%)  5%  (7%)  3%
Employment  (11%)  (20%)  (15%)  5%  (11%)  (1%)
Real Estate  (23%)  (1%)  (17%)  (15%)  5%  (10%)
Legal  15%   15%  0%   0%
Other  (8%)  (13%)  (10%)  (7%)  (10%)  (8%)
              
  (9%)  (13%)  (10%)
Total  (3%)  (7%)  (4%)

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  U.S.  Newsquest  Total Constant 
Year-to-Date Publishing  (in pounds)  Currency 
             
Automotive  1%  (8%)  0%
Employment  (3%)  (16%)  (8%)
Real Estate  (20%)  2%  (14%)
Legal  7%     7%
Other  (8%)  (12%)  (9%)
          
Total  (6%)  (10%)  (7%)
Overall, classified advertising revenue trends improved throughout the firstsecond quarter on a constant currency basis, and firstsecond quarter comparisons were significantly better than fourthfirst quarter comparisons. First quarter 2010In local currency, the year over year classified revenue comparisons for employmentin both U.S. Publishing and automotiveNewsquest were 26 percentage points and 166 percentage points better than the fourthfirst quarter comparisons. In U.S. Community Publishing,Employment led the year-over-year classified comparisons were 13way and was 10 percentage points better than the fourthfirst quarter comparisons, while real estate and inautomotive were both 5 percentage points better. Domestically, employment comparisons were 17 percentage points better than first quarter comparisons followed by automotive and real estate which were both 8 percentage points better. In the UK in pounds, classified comparisons improved 11employment, real estate and automotive were 9, 6 and 4 percentage points versus fourthbetter than first quarter comparisons.comparisons, respectively.
The Company’s publishing operations, including its U.S. Community Publishing Group, the USA TODAY Group and the Newsquest Group, generate advertising revenues from the operation of Web sites that are associated with their traditional print businesses. These revenues are reflected within the retail, national and classified categories presented and discussed above, and they are separate and distinct from revenue generated by businesses included in the Company’s digital segment.Digital Segment. These online/digital advertising revenues increased 5%12% for the quarter due to strong results fromand 9% for the classified automotive, national and retail categories, offset slightly by a decline in online employment revenue. Excluding employment, online revenues in theyear-to-date period. Online revenue at U.S. Community Publishing Group were up 11%.grew 14% for the quarter while at Newsquest, digital revenues increased 9%, in pounds.

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Circulation revenues declined 5%6% for the quarter.second quarter and first six months of 2010. Revenue comparisons reflect lower circulation volumes. Net paid daily circulation for publishing operations, excluding USA TODAY, declined 9%6% for the quarter and 8% for the year-to-date period, while Sunday net paid circulation was down 5%3% for the quarter.quarter and 4% year-to-date. The Company continues to focus on improving Sunday home delivery circulation by focusing on its larger U.S Community Publishing properties. As these efforts have begun to take hold, Sunday net paid circulation has reversed trend andsequentially improved as the second quarter comparison was down just 4% in March.2 percentage points better than first quarter comparison. In the March Publishers Statement submitted to ABC, circulation for USA TODAY for the previous six months decreased 14% from 2,113,725 in 2009 to 1,826,622 in 2010, reflecting reduced circulation sales from lower business and leisure travel.
The decrease in “All other” revenues for the firstsecond quarter and year-to-date period is primarily due to the exit of a UK commercial printing business in the thirdsecond quarter of 2009.
Publishing operating expenses were down 11%16% in the quarter to $849$847 million from $955 million$1.0 billion in the firstsecond quarter of 2009. Operating expenses, excluding the pension settlement gainfacility consolidation and asset impairment charges and workforce restructuring costs in the firstsecond quarter of 2009, were down 14%10%. The substantial expense decline reflects the impact of cost efficiencycontinued efforts in this quarterto create efficiencies and previous quartersconsolidate operations as well as significantly lower newsprint expense, partially offset by the reducedrelative absence of approximately $20 million in furlough savingssavings. Year-to-date publishing operating expenses declined 13% to $1.7 billion compared to $1.9 billion a year ago. Excluding facility consolidation and asset impairment charges, workforce restructuring costs and the pension gain in 2009, year-to-date operating expenses declined 12%.
Newsprint expense declined 34% in the firstsecond quarter, of 2010 compared to the first quarter of 2009. Newsprint expense was 43% lower for the first quarter of 2010 reflecting a 16%12% decline in usageconsumption and a 32%24% decline in usage prices. On a pro forma basis, newsprint expense was 41% lower.declined 31%. Year-to-date newsprint expense declined 38% on a 14% decline in consumption and a 28% decline in usage price. The Company expects favorable newsprint expense savings for the third quarter of 2010. However, the favorable comparisons through at leastwill be narrower than what was realized in the second quarter.first half of 2010 due to rising prices.
Publishing segment operating income was $166$180 million in the quarter, an increase of 21%106% compared to $137$88 million last year. Excluding the pension settlement gainfacility consolidation and asset impairment charges and workforce restructuring costs in the firstsecond quarter of 2009, first quarter operating income increased $62$31 million, or 59%21%. The increase reflects significantly lower operating expenses partially offset by moderating declines in operating revenues. Year-to-date publishing operating income was $345 million, compared to $227 million last year. Excluding facility consolidation and asset impairment charges, workforce restructuring costs and the pension gain last year, operating income increased by 35%.

7


Digital Results
The Digital segment includes results for CareerBuilder, PointRoll, ShopLocal, Planet Discover, Schedule Star and Ripple6. Operating results from Web sites that are associated with publishing businesses and broadcast stations continue to be reported in the publishing and broadcast segments.
Digital segment operating revenues were $141$154 million in the firstsecond quarter compared to $143$142 million in 2009, an increase of $12 million or 8%. Year-to-date operating revenues were $295 million compared to $286 million in 2009, an increase of $9 million or 3%. The second quarter increase reflects mid-single digit revenue growth at CareerBuilder, the first quarter of revenue growth at CareerBuilder since 2008’s fourth quarter. Double digit revenue growth at PointRoll and ShopLocal also contributed to the increase. Digital operating expenses were $127 million in the second quarter compared to $124 million in 2009, an increase of $3 million or 2%. Year-to-date operating expenses were $264 million compared to $268 million in 2009, a decrease of 2%. The decline reflects continued pressure on employment advertising demand that impacted CareerBuilder’s results. While revenues were lower at CareerBuilder, the decline improved by 11 percentage points relative to the fourth quarter of 2009. The CareerBuilder revenue decline for the first quarter was offset, in part, by a double digit increase in revenues at PointRoll. Digital operating expenses were $137 million in the first quarter compared to $144 million in 2009, a decrease of $7$4 million or 5%2%. Costs accrued for an employee incentive compensation plan that is tied to the performance of certain digital businesses impacted operating expenses. Excluding the incentive compensation plan charge, operating expenses would have been over 6% lower compared to last year’s first quarter.
Digital segment operating income was $3$27 million in the firstsecond quarter and $31 million in the year-to-date period compared to $18 million in the second quarter and $17 million in the year-to-date period in 2009, reflecting double digit growth at CareerBuilder, PointRoll and ShopLocal.
Company-wide digital revenues, which include the Digital Segment and all digital revenues generated by the other business segments, were $252 million, 10% higher in the second quarter compared to an operating loss of $1 millionthe second quarter in 2009 reflecting earnings improvements at nearly all digital segment businesses. Excluding the incentive compensation plan charge,and were almost 19% of total operating income would have been more than 70% higher than as reported for the first quarter of 2010.revenues.
Broadcasting Results
Broadcasting includes results from the Company’s 23 television stations and Captivate. Reported broadcasting revenues were $167$184 million in the firstsecond quarter, a 17%20% increase compared to $143$153 million in 2009, reflecting advertising revenue associated with the Winter Olympic Games on the Company’s NBC affiliates as well as an increase instronger core revenues, substantially higher advertising related to political and issue spending and solid revenue growth at Captivate. Year-to-date revenues were $352 million, a 19% increase compared to $296 million in 2009. Broadcasting operating expenses for the firstsecond quarter totaled $99$106 million, down 0.4%up 3% from firstthe second quarter 2009. Savings from efficiency efforts throughout the segment offset2009 reflecting higher advertising sales costs.costs and the absence of furlough savings of approximately $3 million in the second quarter last year offset, in part, by the impact of efficiency and cost control efforts. Year-to-date operating expenses increased just 1%.
Reported operating income for the firstsecond quarter totaled $68$78 million, up 55% from $44$28 million, last year.or 56%, on a revenue increase of $31 million. Year-to-date operating income was $147 million, up $53 million, or 56%, on a revenue increase of $55 million.
Television revenues were 15%20% higher for the second quarter reflecting in part, $19 million in ad spending related to the Olympics. In March, revenues, excluding political, were upa 70% increase in the mid-single digits reflectingautomotive category, double digit growthincreases in several ad categories including automotive, retail and packaged goods.goods as well as a $10 million increase in politically related advertising. Television revenues were 18% higher for the year-to-date period. Based on current trends, the Company expects the percentage increase in total television advertising revenues to be in the very high teens to the low twentiesmid-twenties for the secondthird quarter of 2010 compared to the secondthird quarter of 2009. However, it is early in the quarter to gauge results, particularly for political spending which will be placed primarily late in the quarter.

6


Corporate Expense
Corporate expensesexpense in the firstsecond quarter of 2010 decreased 5% to $13.6 million from $14.3 million in the second quarter of 2009. Year-to-date corporate expense increased 38% to $19$33 million from $28 million a year ago due primarily to increased stock compensation expense, reflecting a substantially higher Companycompany stock price used in 2010 for the calculation of stock-based award values. Excluding stock compensation, corporate expenses on a year-to-date basis would have been 5% lower.
Non-Operating Income and Expense
Equity Earnings
The $3$5 million increase in equity income in unconsolidated investees reflectsfor the quarter and the $8 million increase year-to-date reflect stronger results for certain newspaper partnerships and certain digital investments, particularly Classified Ventures, and certain newspaper partnerships.Ventures.
Interest Expense
The Company’s interest expense for the firstsecond quarter was $43$42 million and $86 million year-to-date, down 11%.4% and 8% respectively. Total average outstanding debt for the firstsecond quarter was $3.0$2.8 billion in 2010 and $3.9$4.0 billion in 2009. For the year-to-date periods of 2010 and 2009, total average outstanding debt was $2.9 billion and $3.9 billion, respectively. The weighted average interest rate for total outstanding debt was 5.39%5.67% for the firstsecond quarter

8


of 2010 compared to 4.70%4.13% last year and 5.53% year-to-date compared to 4.41% last year. Debt was reduced by $260$171 million during the quarter.quarter and $432 million year-to-date.
At the end of the firstsecond quarter of 2010, the Company had approximately $1.3$1.2 billion in long-term floating rate obligations outstanding. A1/2% increase or decrease in the average interest rate for these obligations would result in an increase or decrease in annualized interest expense of $7$6 million.
Other Non-Operating Items
The $3$20 million decrease in other non-operating items for the firstsecond quarter of 2010 was duereflects primarily to the absencenet impact of gains recognized in 2009the $42.7 million pre-tax gain related to the purchaseCompany’s debt exchange and the $28.0 million pre-tax non-cash charge for asset write-downs, which were both recognized in the second quarter of 2009. Excluding those special items, non-operating items totaling a $2.9 million loss in the then outstanding floating rate notes atsecond quarter of 2010 would have compared to non-operating income of $1.9 million in the second quarter of 2009. The decline reflects losses in 2010 associated with certain financial investments.
On a discount.year-to-date basis, other non-operating items declined $22 million to a net expense of $3.5 million. Excluding the special items discussed above, non operating income would have been $4.3 million for the year-to-date period in 2009. The decline to a net expense of $3.5 million in 2010 reflects losses associated with certain financial investments.
Provision for Income Taxes
The Company’s effective income tax rate for continuing operations was 32.1%22.0% for the second quarter and 26.3% for the first quartersix months of 2010, compared to 33.7%36.1% and 34.9% for the comparable periodperiods of 2009. The lowertax rate infor the second quarter and first six months of 2010 reflects refunds andincludes a special net tax benefit of $28.7 million from the release of tax reserves uponrelated to the favorable settlementsale of certain U.S. federal and state issues under examination.a business in a prior year, partially offset by additions to reserves for prior year tax positions. The Company’s first quarter 2010 income tax rate for the first six months of 2010 also includes a special $2.2 million tax charge related to recent health care reform legislation and the resultant loss of tax deductibility for certain retiree health care costs covered by Medicare retiree drug subsidies. Absent the effect of the special items noted above, the tax rate was 34.8% in the second quarter of 2010 and 32.0% in the second quarter of 2009. On a year-to-date basis, the tax rate excluding special items was 33.0% in 2010 and 31.9% in 2009. The lower rate for 2009 reflects the release of reserves upon the favorable settlement of certain U.S. federal and state issues under examination.
Net Income from Continuing Operations Attributable to Gannett Co., Inc.
Net incomeIncome from continuing operations attributable to Gannett Co., Inc. was $117$175 million or $0.49$0.73 per diluted share for the firstsecond quarter of 2010 compared to $77$70 million or $0.34$0.30 per diluted share for the firstsecond quarter of 2009. For the year-to-date period of 2010 income from continuing operations attributable to Gannett Co., Inc. was $292 million or $1.21 per diluted share compared to $149 million or $0.64 per diluted share in 2009.
Refer to the discussion on page 2 of this report for details of the impact of special items affecting reported earnings per share.
The weighted average number of diluted shares outstanding for the firstsecond quarter of 2010 totaled 240,613,000241,505,000 compared to 230,951,000234,745,000 for the firstsecond quarter of 2009. For the first six months of 2010 and 2009, the weighted average number of diluted shares outstanding totaled 241,053,000 and 232,848,000 respectively. There were no shares repurchased in 2009 or the first quartertwo quarters of 2010. See Part II, Item 2 for information on share repurchases.
Discontinued Operations
Earnings from discontinued operations represent the combined operating results (net of income taxes) of The Honolulu Advertiser and a small directory publishing operation in Michigan. The revenues and expenses, along with associated income taxes, from each of these properties have been removed from continuing operations and reclassified into a single line item amount on the Condensed Consolidated Statements of Income titled “(Loss) income from the operation of discontinued operations, net of tax” for each period presented. Loss from discontinued operations per diluted share for the second quarter and year-to-date period in 2010 was $0.01 and zero, respectively. The Company also reported earnings of $21.2 million or $0.09 per diluted share for the gain on the disposition of these properties.

9


Certain Matters Affecting Future Operating Results
The Company’s revenues for the remainder of 2010 will be influenced by the economic conditions in the U.S. and UK which are improving.UK. Publishing and digital revenue comparisons are expected to continue to improve throughout 2010 from those experienced in 2009. Broadcast revenues are expected to increase for the balance of the year but particularly in the third and fourth quarter, due to demand fromfor both political and core ad spending. Operating expenses are expected to decline further for the remainder of 2010, but at a lower rate than in the first quarter,six months of 2010, reflecting continued savings from consolidation efforts. Favorable newsprint comparisons are expected through at leastin the secondthird quarter of 2010. ExpenseHowever, the favorable comparisons for the second quarter of 2010 will be affected by the $25 million of company-wide furlough savingsnarrower than what was realized in the second quarterfirst half of 2009. The Company does not have a similar broad based furlough program for the second quarter of 2010.2010 due to rising prices.
Absent higher interest rates on current bank revolving credit agreements, new financings or incremental borrowings for acquisitions or other purposes, interest expense will continue to decline over the balance of the year as bank loansrevolving credit borrowings are paid down further from operating cash flow.
The Company’s effective income tax rate for the second quarter may be reduced significantly by the release of certain state tax reserves upon the expiration of statutes of limitation.

7


Liquidity, Capital Resources, Financial Position, and Statements of Cash Flows
The Company’s cash flow from operating activities was $292$441 million for the first threesix months of 2010, compared to $176$397 million for the first threesix months of 2009.
Cash flows used in the Company’sprovided by investing activities totaled $16$71 million for the threesix months of 2010, reflecting $9$20 million of capital spending, $15 million of payments for certain digital business acquisitions, and $3$4 million for investments. These cash outflows were partially offset by $5$97 million of proceeds from the sale of assets which includes proceeds from the sales of The Honolulu Advertiser and $6a small directory publishing operation in Michigan as well as proceeds of $28 million received in connection with the sale of auction rate securities held by CareerBuilder. The Company also received $13 million of proceeds from investments.
Cash flows used for financing activities totaled $271$453 million for the first threesix months of 2010 reflecting net debt payments of $262$435 million and payment of dividends totaling $9$19 million. The Company’s quarterly dividend of $0.04 per share, which was declared in the firstsecond quarter of 2010, totaled $9$10 million and was paid in AprilJuly 2010. Cash flows provided byused for financing activities totaled $389$365 million for the first threesix months of 2009. This reflects proceeds borrowed under the Company’s revolving credit agreements to pay down the then outstanding $563 million floating rate notes paid in May 2009. It also includes the payment of dividends totaling $91 million, which represents the Company’s fourth quarter 2008 dividend of $0.40 per share. During the first quarter of 2009, the Board of Directors reduced the quarterly dividend from $0.40 per share to $0.04 per share, a reduction of 90%.
The long-term debt of the Company is summarized below:
                
In thousands of dollars Mar. 28,
2010
 Dec. 27,
2009
  June 27, 2010 Dec. 27, 2009 
  
Unsecured notes bearing fixed rate interest at 5.75% due June 2011 $432,785 $432,648  $432,922 $432,648 
Unsecured floating rate term loan due July 2011 230,000 230,000  230,000 230,000 
Borrowings under revolving credit agreements expiring March 2012 1,119,000 1,381,000  946,000 1,381,000 
Unsecured notes bearing fixed rate interest at 6.375% due April 2012 306,293 306,260  306,328 306,260 
Unsecured notes bearing fixed rate interest at 8.75% due November 2014 246,454 246,304  246,607 246,304 
Unsecured notes bearing fixed rate interest at 10% due June 2015 57,000 56,684  57,323 56,684 
Unsecured notes bearing fixed rate interest at 10% due April 2016 163,329 162,531  164,182 162,531 
Unsecured notes bearing fixed rate interest at 9.375% due November 2017 246,598 246,524  246,673 246,524 
          
Total long-term debt $2,801,459 $3,061,951  $2,630,035 $3,061,951 
          
On February 24,May 4, 2010, the Board of Directors declared a dividend of $0.04 per share, payable on AprilJuly 1, 2010, to shareholders of record as of the close of business on March 5,June 4, 2010.
The Company’s three revolving credit agreements and term loan agreement require that the Company maintain a senior leverage ratio of less than 3.5x. The agreements also require the Company to maintain a total leverage ratio of less than 4.0x. The total leverage ratio would also include any subordinated debt the Company may issue in the future. Currently, all of the Company’s debt is senior and unsecured. At March 28,June 27, 2010, the senior leverage ratio was 2.30x.2.10x.
The fair value of the Company’s total long-term debt, determined based on quoted market prices for the individual tranches of debt, totaled $2.8$2.6 billion at March 28,June 27, 2010.

10


On July 25, 2006, the Board of Directors authorized the repurchase of an additional $1 billion of the Company’s common stock. The shares may be repurchased at management’s discretion, either in the open market or in privately negotiated block transactions. While there is no expiration date for the repurchase program, the Board of Directors reviews the authorization of the program annually. Management’s decision to repurchase shares will depend on price, availability and other corporate developments. Purchases will occur from time to time and no maximum purchase price has been set. As of March 28,June 27, 2010, the Company had remaining authority to repurchase up to $808.9 million of the Company’s common stock. At this time, the Company does not anticipate repurchasing shares of its common stock in the next few quarters.stock. For more information on the share repurchase program, refer to Item 2 of Part II of this Form 10-Q.

8


The Company’s foreign currency translation adjustment, included in accumulated other comprehensive loss and reported as part of shareholders’ equity, totaled $375$377 million at the end of the firstsecond quarter 2010 versus $416 million at the end of 2009. This change reflects a 7%6% decrease in the exchange rate for the British pound. Newsquest’s assets and liabilities at March 28,June 27, 2010 and December 27, 2009 were translated from the British pound to U.S. dollars at an exchange rate of 1.491.51 and 1.60, respectively. For the firstsecond quarter, Newsquest’s financial results were translated from the British pound to U.S. dollars at an average rate of 1.49 for 2010 compared to 1.54 for 2009. Year-to-date results were translated at an average rate of 1.57 for1.53 in 2010 compared to 1.441.49 for 2009.
The Company is exposed to foreign exchange rate risk primarily due to its operations in the United Kingdom, for which the British pound is the functional currency. If the price of the British pound against the U.S. dollar had been 10% more or less than the actual price, operating income for the firstsecond quarter and year-to-date period of 2010 would have increased or decreased approximately 2%1%.
Looking ahead, the Company expects to fund capital expenditures, interest, dividends and other operating requirements through cash flows from operations. The Company expects to fund debt maturities, acquisitions and investments through a combination of cash flows from operations, funds raised in the capital or credit markets, or through borrowing capacity under its credit facilities. The Company’s financial and operating performance and its ability to generate sufficient cash flow for these purposes and to maintain compliance with credit facility covenants are subject to certain risk factors as noted in the following section of this report.
Certain Factors Affecting Forward-Looking Statements
Certain statements in this Quarterly Report on Form 10-Q contain forward-looking information. The words “expect,” “intend,” “believe,” “anticipate,” “likely,” “will” and similar expressions generally identify forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results and events to differ materially from those anticipated in the forward-looking statements. The Company is not responsible for updating or revising any forward-looking statements, whether the result of new information, future events or otherwise, except as required by law.
Potential risks and uncertainties which could adversely affect the Company’s results include, without limitation, the following factors: (a) increased consolidation among major retailers or other events which may adversely affect business operations of major customers and depress the level of local and national advertising; (b) a continuance of the economic recessionary conditions in the U.S. and the UK or a further economic downturn leading to a continuing or accelerated decrease in circulation or local, national or classified advertising; (c) a decline in general newspaper readership and/or advertiser patterns as a result of competitive alternative media or other factors; (d) an increase in newsprint or syndication programming costs over the levels anticipated; (e) labor disputes which may cause revenue declines or increased labor costs; (f) acquisitions of new businesses or dispositions of existing businesses; (g) a decline in viewership of major networks and local news programming; (h) rapid technological changes and frequent new product introductions prevalent in electronic publishing; (i) an increase in interest rates; (j) a weakening in the British pound to U.S. dollar exchange rate; (k) volatility in financial and credit markets which could affect the value of retirement plan assets and the Company’s ability to raise funds through debt or equity issuances; (1) changes in the regulatory environment; (m) an other than temporary decline in operating results and enterprise value that could lead to further non-cash goodwill, or other intangible asset or property, plant and equipment impairment charges; (n) credit rating downgrades, which could affect the availability and cost of future financing; and (o) general economic, political and business conditions.

 

911


CONDENSED CONSOLIDATED BALANCE SHEETS
Gannett Co., Inc. and Subsidiaries
In thousands of dollars (except per share amounts)
         
  Mar. 28,
2010
  Dec. 27,
2009
 
  (Unaudited)    
ASSETS
        
Current assets
        
Cash and cash equivalents $104,148  $98,795 
Trade receivables, less allowance for doubtful receivables
(2010 — $49,343; 2009 — $46,255)
  653,065   759,934 
Other receivables  16,334   20,557 
Inventories  64,685   63,752 
Deferred income taxes  19,378   19,577 
Prepaid expenses and other current assets  88,927   86,427 
Assets held for sale  65,646    
       
         
Total current assets
  1,012,183   1,049,042 
       
         
Property, plant and equipment
        
Cost  4,272,996   4,428,859 
Less accumulated depreciation  (2,416,357)  (2,457,041)
       
         
Net property, plant and equipment
  1,856,639   1,971,818 
       
         
Intangible and other assets
        
Goodwill  2,841,888   2,854,247 
Indefinite-lived and amortizable intangible assets, less accumulated amortization  556,659   565,610 
Deferred income taxes  294,255   302,360 
Investments and other assets  395,097   405,355 
       
         
Total intangible and other assets
  4,087,899   4,127,572 
       
         
Total assets
 $6,956,721  $7,148,432 
       
The accompanying notes are an integral part of these condensed consolidated financial statements.

10


CONDENSED CONSOLIDATED BALANCE SHEETS
Gannett Co., Inc. and Subsidiaries

In thousands of dollars (except per share amounts)
         
  Mar. 28,
2010
  Dec. 27,
2009
 
  (Unaudited)    
LIABILITIES AND EQUITY
        
Current liabilities
        
Accounts payable and current portion of film contracts payable $200,116  $252,585 
Compensation, interest and other accruals  382,175   370,174 
Dividends payable  9,745   9,703 
Income taxes  56,815   45,085 
Deferred income  251,599   222,556 
       
         
Total current liabilities
  900,450   900,103 
       
         
Income taxes  203,315   206,115 
Long-term debt  2,801,459   3,061,951 
Postretirement medical and life insurance liabilities  179,753   185,433 
Pension liabilities  695,783   708,133 
Other long-term liabilities  252,152   260,918 
       
         
Total liabilities
  5,032,912   5,322,653 
       
         
Redeemable noncontrolling interest
  79,684   78,304 
       
         
Commitments and contingent liabilities (See Note 13)
        
         
Equity
        
Gannett Co., Inc. shareholders’ equity
        
Preferred stock of $1 par value per share
Authorized: 2,000,000 shares; Issued: none
      
Common stock of $1 par value per share
Authorized: 800,000,000 shares;
Issued: 324,418,632 shares
  324,419   324,419 
Additional paid-in capital  623,932   629,714 
Retained earnings  6,432,241   6,324,586 
Accumulated other comprehensive loss  (345,130)  (316,832)
       
         
   7,035,462   6,961,887 
       
Less treasury stock, 82,246,741 shares and 87,261,969 shares, respectively, at cost  (5,333,072)  (5,357,962)
       
Total Gannett Co., Inc. shareholders’ equity
  1,702,390   1,603,925 
       
Noncontrolling interests  141,735   143,550 
       
Total equity
  1,844,125   1,747,475 
       
         
Total liabilities, redeemable noncontrolling interest and equity
 $6,956,721  $7,148,432 
       
The accompanying notes are an integral part of these condensed consolidated financial statements.

11


CONDENSED CONSOLIDATED STATEMENTS OF INCOME
Gannett Co., Inc. and Subsidiaries
Unaudited, in thousands of dollars (except per share amounts)
             
  Thirteen Weeks Ended    
  March 28,
2010
  March 29,
2009
  % Inc
(Dec)
 
Net Operating Revenues:
            
Publishing advertising $665,909  $722,755   (7.9)
Publishing circulation  284,533   299,683   (5.1)
Digital  140,638   143,160   (1.8)
Broadcasting  167,488   143,490   16.7 
All other  63,837   69,390   (8.0)
          
Total
  1,322,405   1,378,478   (4.1)
          
             
Operating Expenses:
            
Cost of sales and operating expenses, exclusive of depreciation  748,559   839,004   (10.8)
Selling, general and administrative expenses, exclusive of depreciation  299,759   309,380   (3.1)
Depreciation  47,941   55,736   (14.0)
Amortization of intangible assets  7,962   8,165   (2.5)
          
Total
  1,104,221   1,212,285   (8.9)
          
Operating income
  218,184   166,193   31.3 
          
             
Non-operating (expense) income:
            
Equity income (loss) in unconsolidated investees, net  533   (2,689)  *** 
Interest expense  (43,480)  (48,912)  (11.1)
Other non-operating items  (523)  2,457   *** 
          
Total
  (43,470)  (49,144)  (11.5)
          
             
Income before income taxes
  174,714   117,049   49.3 
Provision for income taxes  55,400   39,300   41.0 
          
Net income
  119,314   77,749   53.5 
Net income attributable to noncontrolling interest  (2,135)  (314)  *** 
          
Net income attributable to Gannett Co., Inc.
 $117,179  $77,435   51.3 
          
             
Earnings per share — basic
 $0.49  $0.34   44.1 
          
             
Earnings per share — diluted
 $0.49  $0.34   44.1 
          
             
Dividends per share
 $0.04  $0.04    
          
         
  Jun. 27, 2010  Dec. 27, 2009 
  (Unaudited)     
ASSETS
        
Current assets
        
Cash and cash equivalents $157,208  $98,795 
Trade receivables, less allowance for doubtful receivables (2010 - $46,663; 2009 - $46,255)  647,224   759,934 
Other receivables  20,503   20,557 
Inventories  62,378   63,752 
Deferred income taxes  18,663   19,577 
Prepaid expenses and other current assets  73,521   86,427 
Assets held for sale  19,654    
       
         
Total current assets
  999,151   1,049,042 
       
         
Property, plant and equipment
        
Cost  4,270,235   4,428,859 
Less accumulated depreciation  (2,449,865)  (2,457,041)
       
         
Net property, plant and equipment
  1,820,370   1,971,818 
       
         
Intangible and other assets
        
Goodwill  2,834,025   2,854,247 
Indefinite-lived and amortizable intangible assets, less accumulated amortization  549,785   565,610 
Deferred income taxes  259,364   302,360 
Investments and other assets  383,191   405,355 
       
         
Total intangible and other assets
  4,026,365   4,127,572 
       
         
Total assets
 $6,845,886  $7,148,432 
       
The accompanying notes are an integral part of these condensed consolidated financial statements.

 

12


CONDENSED CONSOLIDATED BALANCE SHEETS
Gannett Co., Inc. and Subsidiaries
In thousands of dollars (except per share amounts)
         
  Jun. 27, 2010  Dec. 27, 2009 
  (Unaudited)     
LIABILITIES AND EQUITY
        
Current liabilities
        
Accounts payable and current portion of film contracts payable $174,627  $252,585 
Compensation, interest and other accruals  350,178   370,174 
Dividends payable  9,756   9,703 
Income taxes  40,921   45,085 
Deferred income  229,845   222,556 
       
         
Total current liabilities
  805,327   900,103 
       
         
Income taxes  166,915   206,115 
Long-term debt  2,630,035   3,061,951 
Postretirement medical and life insurance liabilities  174,233   185,433 
Pension liabilities  704,597   708,133 
Other long-term liabilities  240,317   260,918 
       
         
Total liabilities
  4,721,424   5,322,653 
       
         
Redeemable noncontrolling interest
  81,142   78,304 
       
         
Commitments and contingent liabilities (See Note 14)
        
         
Equity
        
Gannett Co., Inc. shareholders’ equity
        
Preferred stock of $1 par value per share
Authorized: 2,000,000 shares;
        
Issued: none      
Common stock of $1 par value per share        
Authorized: 800,000,000 shares;        
Issued: 324,418,632 shares  324,419   324,419 
Additional paid-in capital  624,935   629,714 
Retained earnings  6,618,191   6,324,586 
Accumulated other comprehensive loss  (346,687)  (316,832)
       
         
   7,220,858   6,961,887 
       
Less treasury stock, 85,849,060 shares and 87,261,969 shares, respectively, at cost  (5,323,510)  (5,357,962)
       
Total Gannett Co., Inc. shareholders’ equity
  1,897,348   1,603,925 
       
Noncontrolling interests  145,972   143,550 
       
Total equity
  2,043,320   1,747,475 
       
         
Total liabilities, redeemable noncontrolling interest and equity
 $6,845,886  $7,148,432 
       
The accompanying notes are an integral part of these condensed consolidated financial statements.

13


CONDENSED CONSOLIDATED STATEMENTS OF INCOME
Gannett Co., Inc. and Subsidiaries
Unaudited, in thousands of dollars (except per share amounts)
             
  Thirteen Weeks Ended  % Inc 
  June 27, 2010  June 28, 2009  (Dec) 
Net Operating Revenues:
            
Publishing advertising $692,172  $734,241   (5.7)
Publishing circulation  270,086   287,058   (5.9)
Digital  154,104   142,354   8.3 
Broadcasting  184,016   152,966   20.3 
All other  64,765   70,716   (8.4)
          
Total
  1,365,143   1,387,335   (1.6)
          
             
Operating Expenses:
            
Cost of sales and operating expenses, exclusive of depreciation  745,489   848,257   (12.1)
Selling, general and administrative expenses, exclusive of depreciation  292,691   288,200   1.6 
Depreciation  46,274   53,208   (13.0)
Amortization of intangible assets  8,080   8,232   (1.8)
Facility consolidation and asset impairment charges     47,391   ***
          
Total
  1,092,534   1,245,288   (12.3)
          
Operating income
  272,609   142,047   91.9 
          
             
Non-operating (expense) income:
            
Equity income in unconsolidated investees, net  7,503   2,839   164.3 
Interest expense  (42,190)  (43,971)  (4.1)
Other non-operating items  (2,934)  16,582   ***
          
Total
  (37,621)  (24,550)  53.2 
          
             
Income before income taxes
  234,988   117,497   100.0 
Provision for income taxes  49,400   39,614   24.7 
          
Income from continuing operations
  185,588   77,883   138.3 
(Loss) income from the operation of discontinued operations, net of tax  (882)  424   ***
Gain on disposal of newspaper businesses, net of tax  21,195      ***
          
Net income
  205,901   78,307   162.9 
Net income attributable to noncontrolling interest  (10,423)  (7,826)  33.2 
          
Net income attributable to Gannett Co., Inc.
 $195,478  $70,481   177.3 
          
             
Income from continuing operations attributable to Gannett Co., Inc.
 $175,165  $70,057   150.0 
(Loss) income from the operation of discontinued operations, net of tax  (882)  424   ***
Gain on disposal of publishing businesses, net of tax  21,195      ***
          
Net income attributable to Gannett Co., Inc.
 $195,478  $70,481   177.3 
          
             
Earnings from continuing operations per share — basic
 $0.74  $0.30   146.7 
Earnings (loss) from discontinued operations
            
Discontinued operations per share — basic  (0.01)     ***
Gain on disposal of newspaper businesses per share — basic  0.09      ***
          
Net income per share — basic
 $0.82  $0.30   173.3 
          
             
Earnings from continuing operations per share — diluted
 $0.73  $0.30   143.3 
Earnings (loss) from discontinued operations
            
Discontinued operations per share — diluted  (0.01)     ***
Gain on disposal of newspaper businesses per share — diluted  0.09      ***
          
Net income per share — diluted
 $0.81  $0.30   170.0 
          
             
Dividends per share
 $0.04  $0.04    
          
The accompanying notes are an integral part of these condensed consolidated financial statements.

14


CONDENSED CONSOLIDATED STATEMENTS OF INCOME
Gannett Co., Inc. and Subsidiaries
Unaudited, in thousands of dollars (except per share amounts)
             
  Twenty-six Weeks Ended  % Inc 
  June 27, 2010  June 28, 2009  (Dec) 
Net Operating Revenues:
            
Publishing advertising $1,341,507  $1,439,059   (6.8)
Publishing circulation  549,086   581,190   (5.5)
Digital  294,742   285,514   3.2 
Broadcasting  351,504   296,456   18.6 
All other  127,889   139,510   (8.3)
          
Total
  2,664,728   2,741,729   (2.8)
          
             
Operating Expenses:
            
Cost of sales and operating expenses, exclusive of depreciation  1,477,598   1,667,411   (11.4)
Selling, general and administrative expenses, exclusive of depreciation  587,824   592,068   (0.7)
Depreciation  93,625   108,354   (13.6)
Amortization of intangible assets  16,042   16,397   (2.2)
Facility consolidation and asset impairment charges     47,391   ***
          
Total
  2,175,089   2,431,621   (10.5)
          
Operating income
  489,639   310,108   57.9 
          
             
Non-operating (expense) income:
            
Equity income in unconsolidated investees, net  8,036   150   ***
Interest expense  (85,663)  (92,882)  (7.8)
Other non-operating items  (3,457)  19,039   ***
          
Total
  (81,084)  (73,693)  10.0 
          
             
Income before income taxes
  408,555   236,415   72.8 
Provision for income taxes  104,213   79,628   30.9 
          
Income from continuing operations
  304,342   156,787   94.1 
Loss from the operation of discontinued operations, net of tax  (322)  (731)  (56.0)
Gain on disposal of newspaper businesses, net of tax  21,195      ***
          
Net income
  325,215   156,056   108.4 
Net income attributable to noncontrolling interest  (12,558)  (8,140)  54.3 
          
Net income attributable to Gannett Co., Inc.
 $312,657  $147,916   111.4 
          
             
Income from continuing operations attributable to Gannett Co., Inc.
 $291,784  $148,647   96.3 
Loss from the operation of discontinued operations, net of tax  (322)  (731)  (56.0)
Gain on disposal of publishing businesses, net of tax  21,195      ***
          
Net income attributable to Gannett Co., Inc.
 $312,657  $147,916   111.4 
          
             
Earnings from continuing operations per share — basic
 $1.23  $0.64   92.2 
Earnings (loss) from discontinued operations
            
Discontinued operations per share — basic  (0.01)     ***
Gain on disposal of newspaper businesses per share — basic  0.09      ***
          
Net income per share — basic
 $1.31  $0.64   104.7 
          
             
Earnings from continuing operations per share — diluted
 $1.21  $0.64   89.1 
Earnings from discontinued operations
            
Discontinued operations per share — diluted        ***
Gain on disposal of newspaper businesses per share — diluted  0.09      ***
          
Earnings per share — diluted
 $1.30  $0.64   103.1 
          
             
Dividends per share
 $0.08  $0.08    
          
The accompanying notes are an integral part of these condensed consolidated financial statements.

15


CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Gannett Co., Inc. and Subsidiaries
Unaudited, in thousands of dollars
                
 Thirteen Weeks Ended  Twenty-six Weeks Ended 
 March 28,
2010
 March 29,
2009
  June 27, 2010 June 28, 2009 
Cash flows from operating activities:
  
Net income $119,314 $77,749  $325,215 $156,056 
Adjustments to reconcile net income to operating cash flows:  
Debt exchange gain   (42,746)
Gain on sale of discontinued operations, net of tax  (21,195)  
Depreciation and amortization 55,903 63,901  110,472 125,931 
Pension (benefit) expense, net of pension contributions  (3,575)  (29,851)
Equity (income) loss in unconsolidated investees, net  (533) 2,689 
Facility consolidation and asset impairment charges  75,426 
Pension expense (benefit), net of pension contributions 3,033  (17,162)
Equity income in unconsolidated investees, net  (8,036)  (150)
Stock-based compensation — equity awards 12,943 6,092  17,181 11,092 
Change in other assets and liabilities, net 108,135 55,468  14,749 88,269 
          
  
Net cash flow from operating activities
 292,187 176,048  441,419 396,716 
          
  
Cash flows from investing activities:
  
Purchase of property, plant and equipment  (8,879)  (18,878)  (19,900)  (33,214)
Payments for acquisitions, net of cash acquired  (15,164)  (5,079)  (15,164)  (7,098)
Payments for investments  (2,716)  (2,827)  (4,116)  (3,724)
Proceeds from investments 5,834 6,861  12,809 9,668 
Proceeds from sale of assets 5,194 5,259  97,171 7,609 
          
  
Net cash used for investing activities
  (15,731)  (14,664)
Net cash provided by (used for) investing activities
 70,800  (26,759)
          
  
Cash flows from financing activities
  
(Payments of) proceeds from borrowings under revolving credit agreements  (262,000) 547,000   (435,000) 366,000 
Payments of unsecured floating rate notes   (66,897)   (630,501)
Dividends paid  (9,493)  (91,224)  (19,023)  (100,500)
Proceeds from issuance of common stock upon exercise of stock options 638   1,041  
          
  
Net cash (used for) provided by financing activities
  (270,855) 388,879 
Net cash used for financing activities
  (452,982)  (365,001)
          
Effect of currency exchange rate change
  (248)  (157)  (824) 463 
          
  
Net increase in cash and cash equivalents
 5,353 550,106  58,413 5,419 
Balance of cash and cash equivalents at beginning of period
 98,795 98,949  98,795 98,949 
          
Balance of cash and cash equivalents at end of period
 $104,148 $649,055  $157,208 $104,368 
          
The accompanying notes are an integral part of these condensed consolidated financial statements.

 

1316


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 28,June 27, 2010
NOTE 1 — Basis of presentation
The accompanying unaudited Condensed Consolidated Financial Statements of Gannett Co., Inc. (the Company) have been prepared in accordance with the instructions for Form 10-Q and, therefore, do not include all information and footnotes, which are normally included in the Form 10-K and annual report to shareholders. The financial statements covering the thirteen week periodand year-to-date periods ended March 28,June 27, 2010, and the comparable periods of 2009, reflect all adjustments which, in the opinion of the Company, are necessary for a fair statement of results for the interim periods and reflect all normal and recurring adjustments which are necessary for a fair presentation of the Company’s financial position, results of operations and cash flows as of the dates and for the periods presented.
During the quarter, the company completed the sale of The Honolulu Advertiser as well as a small directory publishing operation in Michigan. Income from continuing operations for the second quarter and year-to-date periods exclude the disposition gains and operating results from these former properties which have been reclassified to discontinued operations. Amounts applicable to discontinued operations, which have been reclassified in the Statements of Income for the thirteen week and twenty-six week periods ended June 27, 2010 and June 28, 2009, are as follows:
         
  Thirteen Weeks Ended  Thirteen Weeks Ended 
(in thousands of dollars) June 27, 2010  June 28, 2009 
Revenues $9,890  $25,258 
Pretax (loss) income $(1,905) $710 
Net (loss) income $(882) $424 
Gains (after tax) $21,195    
 
  Twenty-six Weeks Ended  Twenty-six Weeks Ended 
(in thousands of dollars) June 27, 2010  June 28, 2009 
Revenues $32,710  $49,342 
Pretax loss $(758) $(1,159)
Net loss $(322) $(731)
Gains (after tax) $21,195    

17


NOTE 2 — Recently issued accounting standardsFacility consolidation and asset impairment charges
Difficult business conditions required the Company to perform impairment tests on certain goodwill and property, plant and equipment during its 2009 second quarter. As a result, the Company recorded non-cash impairment charges to reduce the book value of certain of those assets. In addition, an impairment charge was taken to reduce the value of certain publishing assets held for sale to fair value less costs to sell.
A summary of these charges for the thirteen and twenty-six weeks ended June 28, 2009 is presented below:
             
  Pre Tax  After Tax  Per Diluted Share 
(in millions, except per share amounts) Amount (a)  Amount  Amount (a) 
             
Facility consolidation and asset impairment charges            
Goodwill:            
Publishing $17  $10  $0.04 
Property, plant and equipment:            
Publishing  25   16   0.07 
Other:            
Publishing  5   3   0.01 
Broadcasting  1   1    
          
Total other  6   4   0.02 
          
Total facility consolidation and asset impairment charges  47   30   0.13 
          
 
Impairment of publishing assets sold  28   24   0.10 
          
Total charges $75  $54  $0.23 
          
(a)Total amounts may not sum due to rounding.
The goodwill impairment charge results from the application of the impairment testing provisions included within the goodwill subtopic of Accounting Standards Codification (ASC) Topic 350. Because of difficult business conditions, testing for certain reporting units was updated during the second quarter of 2009. For one of the reporting units in the publishing segment, an impairment was indicated. The fair value of the reporting unit was determined using a multiple of earnings technique. The Company then undertook the next step in the impairment testing process by determining the fair value of assets and liabilities within this reporting unit. The implied value of goodwill for this reporting unit was less than the carrying amount by $17 million, and therefore an impairment charge in this amount was taken. Deferred tax benefits were recognized for this charge and therefore the after-tax effect of the goodwill impairment was $10 million or $0.04 per share.
The carrying values of property, plant and equipment at certain publishing businesses were evaluated in the second quarter of 2009 due to softening business conditions. The recoverability of these assets was measured in accordance with the requirements included within ASC Topic 360. This process indicated that the carrying values of certain assets were not recoverable, as the expected undiscounted future cash flows to be generated by them were less than their carrying values. The related impairment loss was measured based on the amount by which the asset carrying value exceeded fair value. Asset group fair values were determined using a discounted cash flow technique. Certain asset fair values were based on estimates of prices for similar assets. As a result of the application of the requirements of ASC Topic 360, the Company recorded pre-tax charges of $25 million. Deferred tax benefits were recognized for these charges and therefore the after-tax impact was $16 million or $0.07 per share.
The charges in the second quarter of 2009 of $6 million pre-tax included in the “Other” category above include shut down costs as well as the impairment of certain broadcast programming assets.
In January 2010, the FASB issued Accounting Standards Update (ASU) 2010-06, “Improving Disclosures about Fair Value Measurements.” ASU 2010-06 amendssecond quarter of 2009, in accordance with ASC Topic 820, “Fair Value Measurements and Disclosures,”360, the Company recorded an impairment charge to require a numberreduce the value of additional disclosures regardingcertain publishing assets held for sale to fair value measurements. ASU 2010-06less costs to sell. Fair value was determined using a discounted cash flow technique that included the cash flows associated with the expected disposition. This impairment charge was $28 million pre-tax and $24 million after-tax, or $0.10 per share. The charge is effective forreflected in “Other non-operating items” in the first reporting period beginning after December 15, 2009. The Company’s disclosures on fair value can be found in Note 9.Condensed Consolidated Statements of Income.

18


NOTE 3 — Goodwill and other intangible assets
The following table displays goodwill, indefinite-lived intangible assets, and amortizable intangible assets at March 28,June 27, 2010 and December 27, 2009.
                                
 March 28, 2010 December 27, 2009  June 27, 2010 December 27, 2009 
 Accumulated Accumulated  Accumulated Accumulated 
(in thousands of dollars) Gross Amortization Gross Amortization  Gross Amortization Gross Amortization 
  
Goodwill $2,841,888  $2,854,247   $2,834,025  $2,854,247  
Indefinite-lived intangibles:  
Mastheads and trade names
 108,444  110,319   108,716  110,319  
Television station FCC licenses
 255,304  255,304   255,304  255,304  
Amortizable intangible assets:  
Customer relationships
 311,426 148,662 311,840 141,902  309,781 153,162 311,840 141,902 
Other
 59,553 29,406 58,329 28,280  60,545 31,399 58,329 28,280 
Amortization expense was $8.0$8.1 million in the quarter ended March 28, 2010.June 27, 2010 and $16.0 million year-to-date. For the firstsecond quarter and year-to-date of 2009, amortization expense was $8.2 million.million and $16.4 million, respectively. Customer relationships, which include subscriber lists and advertiser relationships, are amortized on a straight-line basis over three to 25 years. Other intangibles primarily include commercial printing relationships, internally developed technology, patents and amortizable trade names. These assets were assigned lives of between three and 21 years and are amortized on a straight-line basis.

14


The following table summarizes the changes in the Company’s net goodwill balance through March 28,June 27, 2010.
                                
(in thousands of dollars) Publishing Digital Broadcasting Total  Publishing Digital Broadcasting Total 
Balance at December 27, 2009  
Goodwill $7,677,800 $670,976 $1,618,429 $9,967,205  $7,677,800 $670,976 $1,618,429 $9,967,205 
Accumulated impairment losses  (7,086,958)  (26,000)   (7,112,958)  (7,086,958)  (26,000)   (7,112,958)
                  
Net balance at December 27, 2009 590,842 644,976 1,618,429 2,854,247 
Total 590,842 644,976 1,618,429 2,854,247 
                  
  
Activity during the period  
Acquisitions and adjustments 1,476 8,744  10,220  1,476 8,258  9,734 
Assets held for sale  (4,211)    (4,211)
Dispositions  (5,927)    (5,927)
Foreign currency exchange rate changes  (13,405)  (5,035) 72  (18,368)  (11,459)  (12,615) 45  (24,029)
                  
Total activity during the period  (16,140) 3,709 72  (12,359)
Total  (15,910)  (4,357) 45  (20,222)
                  
  
Balance end of period 
Balance at June 27, 2010 
Goodwill 7,502,711 674,685 1,618,501 9,795,897  7,526,014 666,619 1,618,474 9,811,107 
Accumulated impairment losses  (6,928,009)  (26,000)   (6,954,009)  (6,951,082)  (26,000)   (6,977,082)
                  
Net balance at March 28, 2010 $574,702 $648,685 $1,618,501 $2,841,888 
Total $574,932 $640,619 $1,618,474 $2,834,025 
                  

19


NOTE 4 — Long-term debt
The long-term debt of the Company is summarized below:
                
 Mar. 28, Dec. 27,  June 27, December 27, 
In thousands of dollars 2010 2009  2010 2009 
  
Unsecured notes bearing fixed rate interest at 5.75% due June 2011 $432,785 $432,648  $432,922 $432,648 
Unsecured floating rate term loan due July 2011 230,000 230,000  230,000 230,000 
Borrowings under revolving credit agreements expiring March 2012 1,119,000 1,381,000  946,000 1,381,000 
Unsecured notes bearing fixed rate interest at 6.375% due April 2012 306,293 306,260  306,328 306,260 
Unsecured notes bearing fixed rate interest at 8.75% due November 2014 246,454 246,304  246,607 246,304 
Unsecured notes bearing fixed rate interest at 10% due June 2015 57,000 56,684  57,323 56,684 
Unsecured notes bearing fixed rate interest at 10% due April 2016 163,329 162,531  164,182 162,531 
Unsecured notes bearing fixed rate interest at 9.375% due November 2017 246,598 246,524  246,673 246,524 
          
Total long-term debt $2,801,459 $3,061,951  $2,630,035 $3,061,951 
          
For the first threesix months of 2010, the Company’s long-term debt was reduced by $260$432 million reflecting repayments of borrowings under the revolving credit agreements using cash flow from operations.of $435 million partially offset by debt discount amortization.

15


NOTE 5 — Retirement plans
The Company and its subsidiaries have various retirement plans, including plans established under collective bargaining agreements, under which most full-time employees are covered.agreements. The Gannett Retirement Plan (GRP) is the Company’s principal retirement plan and covers most U.S. employees of the Company and its subsidiaries.
plan. The Company’s pension costs, which include costs for qualified, nonqualified and union plans are presented in the following table:
                        
 Thirteen Weeks Ended  Thirteen Weeks Ended Twenty-six Weeks Ended 
 Mar. 28, Mar. 29,  June 27, June 28, June 27, June 28, 
(in millions of dollars) 2010 2009  2010 2009 2010 2009 
 
Service cost-benefits earned during the period $4.1 $4.3  $3.5 $3.8 $7.6 $8.1 
Interest cost on benefit obligation 43.1 45.7  48.4 44.0 91.5 89.7 
Expected return on plan assets  (47.7)  (43.5)  (51.7)  (42.8)  (99.4)  (86.3)
Amortization of prior service cost 1.6 0.6  1.9 0.6 3.5 1.2 
Amortization of actuarial loss 11.1 12.3  13.6 12.0 24.7 24.2 
              
Pension expense for Company-sponsored retirement plans 12.2 19.4  15.7 17.6 27.9 36.9 
 
Curtailment gain  (0.6)   (0.6)  
Settlement gain   (39.8)     (39.8)
Union and other pension cost 1.3 1.3  1.3 1.3 2.6 2.6 
              
  
Pension cost (credit) $13.5 $(19.1)
Pension cost (benefit) $16.4 $18.9 $29.9 $(0.3)
              
During the first quarter of 2009, the Company reached an agreement with one of its unions for a complete withdrawal from the union’s underfunded pension plan and release from any future obligations with respect thereto. Under the agreement, the Company made afinal settlement paymentpayments of $7.3 million and $7.7 million in May 2009 and will make a payment of $7.7 million in May 2010.2010, respectively. As a result of this agreement, the Company recognized a pre-tax pension settlement gain of $39.8 million in the first quarter of 2009.

20


NOTE 6 — Postretirement benefits other than pension
The Company provides health care and life insurance benefits to certain retired employees who meet age and service requirements. Most of the Company’s retirees contribute to the cost of these benefits and retiree contributions are increased as actual benefit costs increase. The Company’s policy is to fund benefits as claims and premiums are paid. Postretirement benefit costs for health care and life insurance are presented in the following table:
                        
 Thirteen Weeks Ended  Thirteen Weeks Ended Twenty-six Weeks Ended 
 Mar. 28, Mar. 29,  June 27, June 28, June 27, June 28, 
(in millions of dollars) 2010 2009  2010 2009 2010 2009 
  
Service cost-benefits earned during the period $0.4 $0.4  $ $0.4 $0.4 $0.8 
Interest cost on net benefit obligation 2.8 3.5  2.5 3.5 5.3 7.0 
Amortization of prior service credit  (4.8)  (3.9)  (4.8)  (3.9)  (9.7)  (7.8)
Amortization of actuarial loss 1.2 1.4  1.2 1.4 2.4 2.8 
              
Net periodic postretirement benefit (credit) cost $(0.4) $1.4  $(1.1) $1.4 $(1.6) $2.8 
              
NOTE 7 — Income taxes
The total amount of unrecognized tax benefits that, if recognized, would impact the effective tax rate was approximately $125.7 million as of December 27, 2009 and $123.6$123.3 million as of the end of the firstsecond quarter of 2010. This amount reflectsThese amounts reflect the federal tax benefit of state tax deductions. Excluding the federal tax benefit of state tax deductions, the total amount of unrecognized tax benefits as of December 27, 2009 was $191.7 million and as of March 28,June 27, 2010 was $186.5$182.4 million. The $5.2$9.3 million decrease reflects a reduction for the lapse of statutes of limitations related to the sale of a business in a prior year of $31.9 million, reductions for tax positions of prior years of $14.1 million and settlements of $1.7 million related to state audit agreements. The balance decline from these factors is partially offset by an increase for prior year tax positions and a reduction for lapses of statutes of limitations, partially offset by$30.3 million and additions in the current year prorated for the first quarter. The reduction for prior year tax positions was primarily related to favorable settlements with tax authorities and currency exchange rate fluctuations.of $8.1 million.

16


The Company recognizes interest and penalties related to unrecognized tax benefits as a component of income tax expense. The Company also recognizes interest income attributable to overpayment of income taxes as a component of income tax expense.expense and it recognizes interest credits for the reversal of interest expense previously recorded for uncertain tax positions which are subsequently released. The Company recognized interest and penalty expense (income), net, of $0.1$(37.3) million and $(2.0)$(0.3) million during the first quartersecond quarters of 2010 and 2009, respectively, and $(37.2) million and $(2.3) million for the year-to-date 2010 and 2009 periods, respectively. The amount of net accrued interest and penalties related to uncertain tax benefits as of December 27, 2009 was approximately $73.7 million and as of March 28,June 27, 2010, was approximately $75.8$39.0 million. The net decline relates to the matters affecting unrecognized tax benefits as discussed in the preceding paragraph.
The Company files income tax returns in the U.S. and various state and foreign jurisdictions. The 2005 through 2009 tax years remain subject to examination by the IRS. The 2005 through 2009 tax years generally remain subject to examination by state authorities, and the years 2003-2009 are subject to examination in the UK. In addition, tax years prior to 2005 remain subject to examination by certain states primarily due to the filing of amended tax returns upon settlement of the IRS examination for thesethose years and due to ongoing audits.
It is reasonably possible that the amount of unrecognized benefits with respect to certain of the Company’s unrecognized tax positions will significantly increase or decrease within the next 12 months. These changes may be the result of settlement of ongoing audits, lapses of statutes of limitations or other regulatory developments. At this time, the Company estimates that the amount of its gross unrecognized tax positions may decrease by up to approximately $51$19 million within the next 12 months, including $32 million in the second quarter of 2010.months.

21


NOTE 8 — Supplemental shareholders’ equity information
The following table summarizes the shareholders’ equity for the 13twenty-six weeks ended March 28,June 27, 2010 and March 29,June 28, 2009. The redeemable noncontrolling interest accretion relates to redeemable stock held by a noncontrolling owner of CareerBuilder that provides a fixed return on the noncontrolling owner’s investment.
                        
 Gannett Co., Inc.      Gannett Co., Inc.     
 Shareholders’ Noncontrolling    Shareholders’ Noncontrolling   
(in thousands of dollars) Equity Interest Total Equity  Equity Interest Total Equity 
  
Balance at Dec. 27, 2009
 $1,603,925 $143,550 $1,747,475  $1,603,925 $143,550 $1,747,475 
Comprehensive income:  
Net income 117,179 2,135 119,314  312,657 12,558 325,215 
Less: Redeemable noncontrolling interest accretion
(income not available to shareholders)
   (1,380)  (1,380)   (2,838)  (2,838)
Other comprehensive loss  (28,298)  (2,570)  (30,868)  (29,855)  (7,676)  (37,531)
Dividends declared  (9,524)   (9,524)  (19,053)   (19,053)
Stock option and restricted stock compensation 12,943  12,943  17,181  17,181 
401(k) match 5,132  5,132  11,050  11,050 
Dispositions  378 378 
Other activity 1,033  1,033  1,443  1,443 
              
Balance at March 28, 2010
 $1,702,390 $141,735 $1,844,125 
Balance at June 27, 2010
 $1,897,348 $145,972 $2,043,320 
              
                        
 Gannett Co., Inc.      Gannett Co., Inc.     
 Shareholders’ Noncontrolling    Shareholders’ Noncontrolling   
(in thousands of dollars) Equity Interest Total Equity  Equity Interest Total Equity 
  
Balance at Dec. 28, 2008
 $1,055,882 $118,806 $1,174,688  $1,055,882 $118,806 $1,174,688 
Comprehensive income:  
Net income 77,435 314 77,749  147,916 8,140 156,056 
Less: Redeemable noncontrolling interest accretion
(income not available to shareholders)
   (1,285)  (1,285)   (2,641)  (2,641)
Other comprehensive income (loss) 6,512  (3,018) 3,494 
Other comprehensive income 79,137 396 79,533 
Dividends declared  (9,221)   (9,221)  (18,532)   (18,532)
Stock option and restricted stock compensation 6,092  6,092  11,093  11,093 
401(k) match 12,895  12,895  26,133  26,133 
Other activity 2,603  2,603  6,312 1,978 8,290 
              
Balance at March 29, 2009
 $1,152,198 $114,817 $1,267,015 
Balance at June 28, 2009
 $1,307,941 $126,679 $1,434,620 
              

 

1722


The table below presents the components of comprehensive income (loss) for the firstsecond quarter and year-to-date periods of 2010 and 2009. Other comprehensive income (loss) consists primarily of foreign currency translation, pension liability adjustments and interest rate swap mark-to-market adjustments.
                        
 Thirteen Weeks Ended  Thirteen Weeks Ended Twenty-six Weeks Ended 
 Mar. 28, Mar. 29,  June 27, June 28, June 27, June 28, 
(in thousands of dollars) 2010 2009  2010 2009 2010 2009 
 
Net income $119,314 $77,749  $205,901 $78,307 $325,215 $156,056 
Less: Redeemable noncontrolling interest accretion
(income not available to shareholders)
  (1,380)  (1,285)  (1,458)  (1,356)  (2,838)  (2,641)
Other comprehensive income (loss)     
Other comprehensive income (loss): 
Foreign currency translation adjustment  (43,591)  (14,291)  (3,020) 89,402  (46,611) 75,111 
Other 12,723 17,785   (3,643)  (13,363) 9,080 4,422 
              
Total other comprehensive income (loss)  (30,868) 3,494   (6,663) 76,039  (37,531) 79,533 
              
Total comprehensive income 87,066 79,958  197,780 152,990 284,846 232,948 
              
 
Comprehensive loss attributable to the noncontrolling interest  (1,815)  (3,989)
Comprehensive income attributable to the noncontrolling interest 3,859 9,884 2,044 5,895 
              
Comprehensive income attributable to Gannett Co., Inc. $88,881 $83,947  $193,921 $143,106 $282,802 $227,053 
              
NOTE 9 — Fair value measurement
The Company measures and records in the accompanying condensed consolidated financial statements certain assets at fair value. ASC Topic 820, “Fair Value Measurements and Disclosures,” establishes a fair value hierarchy for those instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the company’s own assumptions (unobservable inputs). The hierarchy consists of three levels:
Level 1 — Quoted market prices in active markets for identical assets or liabilities;
Level 2 — Inputs other than Level 1 inputs that are either directly or indirectly observable; and
Level 3 —
Level 1 —Quoted market prices in active markets for identical assets or liabilities;
Level 2 —Inputs other than Level 1 inputs that are either directly or indirectly observable; and
Level 3 —Unobservable inputs developed using estimates and assumptions developed by the company, which reflect those that a market participant would use.
The following table summarizes the financial instruments measured at fair value in the accompanying condensed consolidated balance sheet as of March 28,June 27, 2010 (in thousands):
                                
 Fair Value Measurements as of  Fair Value Measurements as of 
 March 28, 2010  June 27, 2010 
 Level 1 Level 2 Level 3 Total  Level 1 Level 2 Level 3 Total 
Employee compensation related investments $22,181 $ $ $22,181  $13,705 $ $ $13,705 
Rabbi trust investments $25,837 $ $ $25,837  $24,066 $ $ $24,066 
Auction rate securities $ $ $23,457 $23,457 
The level 3 securities areDuring the twenty-six weeks ending June 27, 2010, the Company sold auction rate securities held by CareerBuilder. During the period ending March 28, 2010, the Company sold some of these securitiesCareerBuilder, receiving proceeds of $4.2$28.4 million and recording a gain of $0.4$2.1 million. The Company utilized a probability-weighted discounted cash flow technique to determine the fair value of its level 3 securities. The main assumptions used in the fair value calculation were the estimated coupon rate associated with the securities and the discount rate (determined based on market yields of similar taxable obligations).
The fair value of the Company’s total long-term debt, determined based on quoted market prices for the individual tranches of debt, totaled $2.8$2.6 billion at March 28,June 27, 2010.
In addition, the Company holds investments in non-public businesses in which the Company does not have control and does not exert significant influence. Such investments are carried at cost and are reduced for any impairment losses resulting from periodic evaluations of the carrying value of the investment. At March 28,June 27, 2010

18


and December 27, 2009, the aggregate carrying amount of such investments was $15$12 million and $16 million, respectively. At June 27, 2010, the Company concluded that one of its investments had an other-than-temporary impairment. Therefore, the carrying value of this investment was written down to fair value. No events or changes in circumstances have occurred since December 27, 2009 that suggestssuggest a significant and adverse effect on the fair value of suchthe remaining $12 million in investments. Accordingly, the Company did not evaluate such investments for impairment in 2010.

23


NOTE 10 — Business segment information
The Company has determined that its reportable segments based on its management and internal reporting structures are publishing, digital, and broadcasting. Publishing is the largest component of the Company’s business and includes U.S. Community Publishing, Newsquest operations in the UK and the USA TODAY group. The digital segment includes CareerBuilder, ShopLocal, Schedule Star, Planet Discover, PointRoll and Ripple6. Broadcasting includes the Company’s 23 television stations and Captivate.
             
  Thirteen weeks ended    
  March 28,  March 29,  % Inc 
(unaudited, in thousands of dollars) 2010  2009  (Dec) 
Net Operating Revenues:
            
Publishing $1,014,279  $1,091,828   (7.1)
Digital  140,638   143,160   (1.8)
Broadcasting  167,488   143,490   16.7 
          
Total
 $1,322,405  $1,378,478   (4.1)
          
             
Operating Income (net of depreciation and amortization):
            
Publishing $165,587  $137,163   20.7 
Digital  3,350   (1,200)  *** 
Broadcasting  68,495   44,146   55.2 
Corporate  (19,248)  (13,916)  38.3 
          
Total
 $218,184  $166,193   31.3 
          
             
Depreciation and Amortization:
            
Publishing $35,618  $42,155   (15.5)
Digital  8,077   9,091   (11.2)
Broadcasting  8,193   8,603   (4.8)
Corporate  4,015   4,052   (0.9)
          
Total
 $55,903  $63,901   (12.5)
          
(unaudited, in thousands of dollars)
             
  Thirteen weeks ended    
  June 27,  June 28,  % Inc 
 2010  2009  (Dec) 
Net Operating Revenues:
            
Publishing $1,027,023  $1,092,015   (6.0)
Digital  154,104   142,354   8.3 
Broadcasting  184,016   152,966   20.3 
          
Total
 $1,365,143  $1,387,335   (1.6)
          
             
Operating Income (net of depreciation, amortization and facility consolidation and asset impairment charges):
            
Publishing $180,330  $87,738   105.5 
Digital  27,493   18,406   49.4 
Broadcasting  78,387   50,233   56.0 
Corporate  (13,601)  (14,330)  (5.1)
          
Total
 $272,609  $142,047   91.9 
          
             
Depreciation, amortization and facility consolidation and asset impairment charges:
            
Publishing $34,251  $86,274   (60.3)
Digital  7,964   8,839   (9.9)
Broadcasting  8,159   9,667   (15.6)
Corporate  3,980   4,051   (1.8)
          
Total
 $54,354  $108,831   (50.1)
          

24


             
  Twenty-six Weeks Ended    
  June 27,  June 28,  % Inc 
  2010  2009  (Dec) 
Net Operating Revenues:
            
Publishing $2,018,482  $2,159,759   (6.5)
Digital  294,742   285,514   3.2 
Broadcasting  351,504   296,456   18.6 
          
Total
 $2,664,728  $2,741,729   (2.8)
          
             
Operating Income (net of depreciation, amortization and facility consolidation and asset impairment charges):
            
Publishing $344,763  $226,769   52.0 
Digital  30,843   17,206   79.3 
Broadcasting  146,882   94,379   55.6 
Corporate  (32,849)  (28,246)  16.3 
          
Total
 $489,639  $310,108   57.9 
          
             
Depreciation, amortization and facility consolidation and asset impairment charges:
            
Publishing $69,279  $127,839   (45.8)
Digital  16,041   17,930   (10.5)
Broadcasting  16,352   18,270   (10.5)
Corporate  7,995   8,103   (1.3)
          
Total
 $109,667  $172,142   (36.3)
          
NOTE 11 — Derivative instruments and hedging activities
In August 2007, the Company entered into three interest rate swap agreements totaling a notional amount of $750 million in order to mitigate the volatility of interest rates. These agreements, which expired in May 2009, effectively fixed the interest rate on the $750 million in floating rate notes due May 2009 at 5.0125%. These instruments were designated as cash flow hedges in accordance with ASC Topic 815, “Derivatives and Hedging,” and changes in fair value were recorded through accumulated other comprehensive loss with a corresponding adjustment to other long-term liabilities. As a result of a tender offer and strategic redemptions of part of the floating rate notes during the fourth quarter of 2008 and first quarter of 2009, the cash flow hedging treatment was discontinued for interest rate swaps associated with approximately $186.6 million of notional value on the retired floating rate notes. Amounts recorded in accumulated other comprehensive income (loss) related to the discontinued cash flow hedges were reclassified into earnings and subsequent changes to the fair value of the interest rate swaps were recorded through earnings. FirstSecond quarter and year-to-date 2009 expense associated with the derivatives designated as hedges under ASC Topic 815, which is classified as “Interest expense” on the Company’s Condensed Consolidated Income Statement, was $4.5 million. First$3.2 million and $7.7 million, respectively. Second quarter and year-to-date 2009 expense associated with the derivatives not designated as hedges under ASC Topic 815, which is classified as “Other non-operating items” on the Company’s Condensed Consolidated Income Statement, was $0.6 million.

 

1925


NOTE 12 — Earnings per share
The Company’s earnings per share (basic and diluted) are presented below:
        
 Thirteen Weeks Ended                 
 Mar. 28, Mar. 29,  Thirteen weeks ended Twenty-six weeks ended 
(in thousands except per share amounts) 2010 2009  June 27, 2010 June 28, 2009 June 27, 2010 June 28, 2009 
Income from continuing operations attributable to Gannett Co., Inc.
 $175,165 $70,057 $291,784 $148,647 
(Loss) income from the operation of discontinued operations, net of tax  (882) 424  (322)  (731)
Gains on disposal of publishing businesses, net of tax 21,195  21,195  
         
Net income attributable to Gannett Co., Inc. $117,179 $77,435  $195,478 $70,481 $312,657 $147,916 
              
  
Weighted average number of common shares outstanding — basic
 237,447 229,570  238,122 233,359 237,785 231,464 
Effect of dilutive securities
      
 
Stock options 1,606 486  1,644 344 1,619 415 
 
Restricted stock 1,560 895  1,739 1,042 1,649 969 
     
          
Weighted average number of common shares outstanding — diluted 240,613 230,951  241,505 234,745 241,053 232,848 
              
  
Earnings per share — Basic $0.49 $0.34 
Earnings from continuing operations per share — basic
 $0.74 $0.30 $1.23 $0.64 
Earnings from discontinued operations
 
Discontinued operations per share — basic  (0.01)   (0.01)  
Gains on disposal of publishing businesses per share — basic 0.09  0.09  
         
Net income per share — basic $0.82 $0.30 $1.31 $0.64 
              
  
Earnings per share — Diluted $0.49 $0.34 
Earnings from continuing operations per share — diluted
 $0.73 $0.30 $1.21 $0.64 
Earnings from discontinued operations
 
Discontinued operations per share — diluted  (0.01)    
Gains on disposal of publishing businesses per share — diluted 0.09  0.09  
              
Net income per share — diluted $0.81 $0.30 $1.30 $0.64 
         

26


NOTE 13 — Consolidated Statement of Cash Flows
In the thirteen weeks ended June 27, 2010, the Company received a five-year amortizing secured promissory note with a present value of $29 million in connection with the disposition of publishing operations.
NOTE 1314 Litigation
The Company and a number of its subsidiaries are defendants in judicial and administrative proceedings involving matters incidental to their business. The Company’s management does not believe that any material liability will be imposed as a result of these matters.

20


Item 3. Quantitative and Qualitative Disclosures about Market Risk
Item 3.Quantitative and Qualitative Disclosures about Market Risk
The Company believes that its market risk from financial instruments, such as accounts receivable, accounts payable and debt, is not material. The Company is exposed to foreign exchange rate risk primarily due to its operations in the United Kingdom, for which the British pound is the functional currency. If the price of the British pound against the U.S. dollar had been 10% more or less than the actual price, operating income for the firstsecond quarter and year-to-date period of 2010 would have increased or decreased approximately 2%1%.
At the end of the firstsecond quarter of 2010, the Company had approximately $1.3$1.2 billion in long-term floating rate obligations outstanding. A1/2% increase or decrease in the average interest rate for these obligations would result in an increase or decrease in annualized interest expense of $7$6 million.
The fair value of the Company’s long-term debt, determined based on quoted market prices for the individual tranches of debt, totaled $2.8$2.6 billion at March 28,June 27, 2010.
Item 4. Controls and Procedures
Item 4.Controls and Procedures
Based on their evaluation, the Company’s principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures are effective as of March 28,June 27, 2010, to ensure that information required to be disclosed in the reports that the Company files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.
There have been no changes in the Company’s internal controls or in other factors during the fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.
PART II. OTHER INFORMATION
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds
There were no share repurchases in the firstsecond quarter of 2010. The approximate dollar value of shares that may yet be purchased under the program is $808.9 million. While there is no expiration date for the repurchase program, the Board of Directors reviews the authorization of the program annually.
Item 5. Other Information
The Annual Meeting of Shareholders of Gannett Co., Inc. was held on May 4, 2010. The following describes the actions taken at the Annual Meeting.
Item 5.Other Information
Ten nominees were re-elected to theOn July 27, 2010, Gannett’s Board of Directors with all receiving more than  87%amended the company’s By-Laws by removing the director stock ownership guidelines previously found in the last paragraph of Article II, Section 3, and instead inserting them in the company’s Principles of Corporate Governance, which are available on the company’s website. At the same time, the board increased the minimum non-management director stock ownership guideline from 3,000 shares to 10,000 shares. The new non-management director stock ownership guideline, set forth in the Principles of Corporate Governance, is as follows:
The board believes that non-management directors should be shareholders and have a significant personal financial investment in the company and, therefore, has established stock ownership guidelines for non-management directors.  These guidelines require that each non-management director shall, upon his or her initial appointment or election to the board, purchase 1,000 shares of the votes cast. Tabulationcompany’s common stock. Further, non-management directors are expected to increase their stock ownership until they reach a minimum guideline amount of votes for each10,000 shares, to be achieved within five years. Shares issuable upon vesting of restricted stock or stock units or deemed held in the company’s deferred compensation plan shall count towards achievement of the nominees was as follows:
         
  For  Withhold 
Craig A. Dubow  155,919,994   5,363,211 
Howard D. Elias  159,100,919   2,182,286 
Arthur H. Harper  154,876,920   6,404,286 
John Jeffry Louis  159,202,024   2,081,181 
Marjorie Magner  154,830,532   6,452,673 
Scott K. McCune  159,110,011   2,173,194 
Duncan M. McFarland  154,844,998   6,438,207 
Donna E. Shalala  158,864,138   2,419,068 
Neal Shapiro  159,069,687   2,213,518 
Karen Hastie Williams  141,376,743   19,906,462 
minimum guideline amount.

 

2127


The proposal to ratify Ernst & Young LLP as the Company’s independent registered public accounting firm was approved. Tabulation
Directors who are also members of the votes for the proposal was as follows:
                 
              Broker 
  For  Against  Abstain  Non-Vote 
Ratification of independent auditors 191,981,480  2,002,506  113,877   - 0 - 
The proposal to approve the amended and restated Gannett Co., Inc. 2001 Omnibus Compensation Plan was approved. A copy of the plan, as so amended and restated, is filed as Exhibit 10.2 to this report. Tabulation of the votes for the proposal was as follows:
                 
              Broker 
  For  Against  Abstain  Non-Vote 
Approval of the amended and restated Gannett Co., Inc. 2001 Omnibus Compensation Plan 129,142,915  30,967,083  1,173,207  32,814,658 
As described in our April 15 filing with the Commission of additional proxy materials, on April 15, 2010, the Executive Compensation Committee of the Company’s Board adopted a policy that (i) the Company will no longer include in new or materially amended agreements entered into by the Company with its executive officers (a) excise tax gross-ups with respect to payments contingent upon a change in control or (b) a modified single trigger for payments contingent upon a change in control, and (ii) any new participant entering into the Company’s Transitional Compensation Plan Restatement (the Plan) on or after April 15, 2010 will not be entitled to the benefit of the Plan’s excise tax gross-up or modified single trigger provisions. However, participants who entered into the Plan and executive officers who entered into agreements with the Company prior to April 15, 2010 will be “grandfathered” andmanagement will continue to be entitledsubject to the benefitstock ownership guidelines described in the company’s most recent proxy statement.
The complete text of the excise tax gross-up and modified single trigger provisions in the Plan and such agreements. A copy of the amendment to the Plan isBy-Laws, as amended, are attached as Exhibit 10.33-2 to this report.Form 10-Q and are incorporated herein by reference.
The Company discussed this new policy with the Amalgamated Bank LongView Large Cap 500 Index Fund (the Fund), the proponent of Proposal 4, relating to the use of tax gross-ups as an element of compensation for senior executives, included in the Company’s 2010 proxy statement. The Fund advised the Company that it agrees that the policy substantially implements the shareholder proposal made by the Fund, and as a result the Fund’s representatives did not attend the 2010 annual meeting to make the proposal. Accordingly, the shareholder proposal was not submitted for action at the meeting.
Item 6. Exhibits
Item 6.Exhibits
Incorporated by reference to the Exhibit Index attached hereto and made a part hereof.

 

2228


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
     
Date: May 4, 2010 GANNETT CO., INC.
 
 
Date: July 30, 2010 /s/ George R. Gavagan   
 George R. Gavagan  
 Vice President and Controller
(on behalf of Registrant and as Chief Accounting Officer) 
 

 

2329


EXHIBIT INDEX
     
Exhibit    
Number Exhibit Location
     
3-1 Third Restated Certificate of Incorporation of Gannett Co., Inc. Incorporated by reference to Exhibit 3.1 to Gannett Co., Inc.’s Form 10-Q for the fiscal quarter ended April 1, 2007.
     
3-2 Amended by-laws of Gannett Co., Inc. Incorporated by reference to Exhibit 3-2 to Gannett Co., Inc.’s Form 8-K filed on December 19, 2008.Attached.
     
3-3Form of Certificate of Designation, Preferences and Rights setting forth the terms of the Series A Junior Participating Preferred Stock, par value $1.00 per share, of Gannett Co., Inc.Incorporated by reference to Exhibit 1 to Gannett Co., Inc.’s Form 8-A filed on May 23, 1990.
4-1Rights Agreement, dated as of May 21, 1990, between Gannett Co., Inc. and First Chicago Trust Company of New York, as Rights Agent.Incorporated by reference to Exhibit 1 to Gannett Co., Inc.’s Form 8-A filed on May 23, 1990.
4-2Amendment No. 1 to Rights Agreement, dated as of May 2, 2000, between Gannett Co., Inc. and Norwest Bank Minnesota, N.A., as successor rights agent to First Chicago Trust Company of New York.Incorporated by reference to Exhibit 2 to Gannett Co., Inc.’s Form 8-A/A filed on May 2, 2000.
4-3Form of Rights Certificate.Incorporated by reference to Exhibit 1 to Gannett Co., Inc.’s Form 8-A filed on May 23, 1990.
4-4 Specimen Certificate for Gannett Co., Inc.’s common stock, par value $1.00 per share. Incorporated by reference to Exhibit 2 to Gannett Co., Inc.’s Form 8-B filed on June 14, 1972.
     
10-1Description of Gannett Co., Inc.’s non-employee director compensation.*Attached.
10-2 Gannett Co., Inc. 2001 Omnibus Incentive Compensation Plan, as amended and restated as of May 4, 2010.* Attached.Incorporated by reference to Exhibit 10-2 to Gannett Co., Inc.’s Form 10-Q for the fiscal quarter ended March 28, 2010.
     
10-310-2 Amendment No. 1 to Gannett Co., Inc. Transitional Compensation Plan Restatement dated as of May 4, 2010.* Attached.Incorporated by reference to Exhibit 10-3 to Gannett Co., Inc.’s Form 10-Q for the fiscal quarter ended March 28, 2010.
     
31-1 Rule 13a-14(a) Certification of CEO. Attached.
     
31-2 Rule 13a-14(a) Certification of CFO. Attached.
     
32-1 Section 1350 Certification of CEO. Attached.
     
32-2 Section 1350 Certification of CFO. Attached.
     

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Exhibit
NumberExhibitLocation
101 The following financial information from Gannett Co., Inc. Quarterly Report on Form 10-Q for the quarter ended March 28,June 27, 2010, formatted in XBRL includes: (i) Condensed Consolidated Statements of Income for the fiscal quarter and year-to-date periods ended March 28,June 27, 2010 and March 29,June 28, 2009, (ii) Condensed Consolidated Balance Sheets at March 28,June 27, 2010 and December 27, 2009, (iii) Condensed Consolidated Cash Flow Statements for the fiscal year-to-date periods ended March 28,June 27, 2010 and March 29,June 28, 2009, and (iv) the Notes to Condensed Consolidated Financial Statements, tagged as blocks of text. Attached.
   
* Asterisks identify management contracts and compensatory plans or arrangements.

 

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