March 31, 2013 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 228,886,158. Third Quarter Operating revenues Operating expenses Operating income Non-operating expense Net income attributable to Gannett Co., Inc. Per share – basic Per share – diluted Year-to-Date Operating revenues Operating expenses Operating income Non-operating expense Net income attributable to Gannett Co., Inc. Per share – basic Per share – diluted operating income was Third Quarter Advertising Circulation All other Total Year-to-Date Advertising Circulation All other Total Third Quarter Retail National Classified Total publishing advertising revenue Year-to-Date Retail National Classified Total publishing advertising revenue Third Quarter Retail National Classified Total Year-to-Date Retail National Classified Total Third Quarter Automotive Employment Real Estate Legal Other Total Year-to-Date Automotive Employment Real Estate Legal Other Total Net income attributable to Gannett 2012. positions. Third Quarter Operating revenues Adjusted operating expenses, non-GAAP basis Adjusted operating income, non-GAAP basis Adjusted net income attributable to Gannett Co., Inc., non-GAAP basis Adjusted diluted earnings per share, non-GAAP basis Year-to-Date Operating revenues Adjusted operating expenses, non-GAAP basis Adjusted operating income, non-GAAP basis Adjusted net income attributable to Gannett Co., Inc., non-GAAP basis Adjusted diluted earnings per share, non-GAAP basis Third Quarter Operating expenses (GAAP basis) Remove special items: Workforce restructuring Facility consolidation charges Pension settlement charges As adjusted (non-GAAP basis) Operating income (GAAP basis) Remove special items: Workforce restructuring Facility consolidation charges Pension settlement charges As adjusted (non-GAAP basis) Total non-operating (expense) income (GAAP basis) Remove special items: Equity method investee charges As adjusted (non-GAAP basis) Net income attributable to Gannett Co., Inc. (GAAP basis) Remove special items (net of tax): Workforce restructuring Facility consolidation and asset impairment charges Pension settlement charges Prior year tax reserve adjustments, net As adjusted (non-GAAP basis) Diluted earnings per share (GAAP basis) Remove special items (net of tax): Workforce restructuring Facility consolidation and asset impairment charges Pension settlement charges Prior year tax reserve adjustments, net As adjusted (non-GAAP basis) (a) Year-to-Date Operating expenses (GAAP basis) Remove special items: Workforce restructuring Facility consolidation charges Pension settlement charges As adjusted (non-GAAP basis) Operating income (GAAP basis) Remove special items: Workforce restructuring Facility consolidation charges Pension settlement charges As adjusted (non-GAAP basis) Total non-operating (expense) income (GAAP basis) Remove special items: Equity method investee charges As adjusted (non-GAAP basis) Net income attributable to Gannett Co., Inc. (GAAP basis) Remove special items (net of tax): Workforce restructuring Facility consolidation and asset impairment charges Pension settlement charges Prior year tax reserve adjustments, net As adjusted (non-GAAP basis) Diluted earnings per share (GAAP basis) Remove special items (net of tax): Workforce restructuring Facility consolidation and asset impairment charges Pension settlement charges Prior year tax reserve adjustments, net As adjusted (non-GAAP basis) (a) efforts. Third Quarter Publishing segment operating expenses (GAAP basis) Remove special items: Workforce restructuring Facility consolidation charges As adjusted (non-GAAP basis) Publishing segment operating income (GAAP basis) Remove special items: Workforce restructuring Facility consolidation charges As adjusted (non-GAAP basis) Year-to-Date Publishing segment operating expenses (GAAP basis) Remove special items: Workforce restructuring Facility consolidation charges As adjusted (non-GAAP basis) Publishing segment operating income (GAAP basis) Remove special items: Workforce restructuring Facility consolidation charges As adjusted (non-GAAP basis) 2013. Third Quarter Corporate segment operating expenses (GAAP basis) Remove special items: Pension settlement charges As adjusted (non-GAAP basis) Year-to-Date Corporate segment operating expenses (GAAP basis) Remove special items: Workforce restructuring Pension settlement charges As adjusted (non-GAAP basis) Third Quarter Income before income taxes as reported Net income attributable to noncontrolling interests Gannett pretax income (GAAP basis) Remove special items: Workforce restructuring Facility consolidation and asset impairment charges Pension settlement charges As adjusted (non-GAAP basis) Provision for income taxes as reported (GAAP basis) Remove special items: Workforce restructuring Facility consolidation and asset impairment charges Pension settlement charges Prior year tax reserve adjustments, net As adjusted (non-GAAP basis) As adjusted effective tax rate (GAAP basis) As adjusted effective tax rate (non-GAAP basis) Year-to-Date Income before income taxes as reported Net income attributable to noncontrolling interests Gannett pretax income (GAAP basis) Remove special items: Workforce restructuring Facility consolidation and asset impairment charges Pension settlement charges As adjusted (non-GAAP basis) Provision for income taxes as reported (GAAP basis) Remove special items: Workforce restructuring Facility consolidation and asset impairment charges Pension settlement charges Prior year tax reserve adjustments, net As adjusted (non-GAAP basis) As adjusted effective tax rate (GAAP basis) As adjusted effective tax rate (non-GAAP basis) 2013. The Company Calendar - The Company’s segments. - Expenses related to new strategic initiatives are expected to be approximately $35 to $40 million in 2013. Unsecured notes bearing fixed rate interest at 6.375% repaid April 2012 Borrowings under revolving credit agreements expiring September 2014 Unsecured notes bearing fixed rate interest at 8.75% due November 2014 Unsecured notes bearing fixed rate interest at 10% due June 2015 Unsecured notes bearing fixed rate interest at 6.375% due September 2015 Unsecured notes bearing fixed rate interest at 10% due April 2016 Unsecured notes bearing fixed rate interest at 9.375% due November 2017 Unsecured notes bearing fixed rate interest at 7.125% due September 2018 Total long-term debt community in the context of capital allocation. Third Quarter Net cash flow from operating activities Purchase of property, plant and equipment Payments for investments Proceeds from investments Free cash flow Year-to-Date Net cash flow from operating activities Purchase of property, plant and equipment Payments for investments Proceeds from investments Free cash flow which $50 million was for the Gannett Retirement Plan (GRP), the Company’s principal retirement plan, and $25 million to the Company’s U.K. retirement plan. This compares to pension contributions of $54 million in 2012 to the GRP. For the remainder of 2013, the Company has no further mandatory funding obligations to the GRP and $12 million remaining for its U.K. retirement plan. Net cash flow from operating activities reflects net tax cash 2013, compared to net tax refunds of $4 million for the same period in 2012. ASSETS Current assets Cash and cash equivalents Trade receivables, less allowance for doubtful receivables (2012 - $27,622, 2011 - $34,646) Other receivables Inventories Deferred income taxes Prepaid expenses and other current assets Assets held for sale Total current assets Property, plant and equipment Cost Less accumulated depreciation Net property, plant and equipment Intangible and other assets Goodwill Indefinite-lived and amortizable intangible assets, less accumulated amortization Deferred income taxes Investments and other assets Total intangible and other assets Total assets LIABILITIES AND EQUITY Current liabilities Accounts payable and current portion of film contracts payable Compensation, interest and other accruals Dividends payable Income taxes Deferred income Total current liabilities Income taxes Long-term debt Postretirement medical and life insurance liabilities Pension liabilities Other long-term liabilities Total liabilities Redeemable noncontrolling interest 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 Additional paid-in capital Retained earnings Accumulated other comprehensive loss Less treasury stock, 94,631,496 shares and 87,381,638 shares, respectively, at cost Total Gannett Co., Inc. shareholders’ equity Noncontrolling interests Total equity Total liabilities and equity Net Operating Revenues: Publishing advertising Publishing circulation Digital Broadcasting All other Total Operating Expenses: Cost of sales and operating expenses, exclusive of depreciation Selling, general and administrative expenses, exclusive of depreciation Depreciation Amortization of intangible assets Facility consolidation charges Total Operating income Non-operating (expense) income: Equity income in unconsolidated investees, net Interest expense Other non-operating items Total Income before income taxes Provision for income taxes Net income Net income attributable to noncontrolling interests Net income attributable to Gannett Co., Inc. Net income per share – basic Net income per share – diluted Dividends declared per share Net Operating Revenues: Publishing advertising Publishing circulation Digital Broadcasting All other Total Operating Expenses: Cost of sales and operating expenses, exclusive of depreciation Selling, general and administrative expenses, exclusive of depreciation Depreciation Amortization of intangible assets Facility consolidation charges Total Operating income Non-operating (expense) income: Equity income in unconsolidated investees, net Interest expense Other non-operating items Total Income before income taxes Provision for income taxes Net income Net income attributable to noncontrolling interests Net income attributable to Gannett Co., Inc. Net income per share – basic Net income per share – diluted Dividends declared per share CASH FLOWS Net income Other comprehensive income, before tax: Foreign currency translation adjustments Pension and other postretirement benefit items: Amortization of prior service credit, net Amortization of actuarial loss Other Pension and other postretirement benefit items Other Other comprehensive income (loss), before tax Income tax effect related to components of other comprehensive income Other comprehensive income (loss), net of tax Comprehensive income Comprehensive income attributable to noncontrolling interests, net of tax Comprehensive income attributable to Gannett Co., Inc. Net income Redeemable noncontrolling interest accretion (income not available to shareholders) Other comprehensive income, before tax: Foreign currency translation adjustments Pension and other postretirement benefit items: Amortization of prior service credit, net Amortization of actuarial loss Other Pension and other postretirement benefit items Other Other comprehensive income, before tax Income tax effect related to components of other comprehensive income Other comprehensive income, net of tax Comprehensive income Comprehensive income attributable to noncontrolling interests, net of tax Comprehensive income attributable to Gannett Co., Inc. Cash flows from operating activities: Net income Adjustments to reconcile net income to operating cash flows: Depreciation and amortization Facility consolidation charges Pension contributions, net of pension expense Equity income in unconsolidated investees, net Stock-based compensation – equity awards Change in other assets and liabilities, net Net cash flow from operating activities Cash flows from investing activities: Purchase of property, plant and equipment Payments for acquisitions, net of cash acquired Payments for investments Proceeds from investments Proceeds from sale of assets Net cash used for investing activities Cash flows from financing activities: Proceeds from borrowings under revolving credit agreements, net Payments of unsecured fixed rate notes Payments of unsecured floating rate term loan Dividends paid Cost of common shares repurchased Proceeds from issuance of common stock upon exercise of stock options Repurchase of noncontrolling membership interest Deferred payments for acquisitions Net cash used for financing activities Effect of currency exchange rate change on cash Net increase in cash and cash equivalents Balance of cash and cash equivalents at beginning of period Balance of cash and cash equivalents at end of period new disclosures are included in Note 9 - Supplemental Equity Information. Goodwill Indefinite-lived intangibles: Mastheads and trade names Television station FCC licenses Amortizable intangible assets: Customer relationships Other 30, 2012: Balance at Dec. 25, 2011 Goodwill Accumulated impairment losses Net balance at Dec. 25, 2011 Activity during the period Acquisitions and adjustments Foreign currency exchange rate changes Total Balance at Sept. 23, 2012 Goodwill Accumulated impairment losses Net balance at Sept. 23, 2012 March 31, 2013. Unsecured notes bearing fixed rate interest at 6.375% repaid April 2012 Borrowings under revolving credit agreements expiring September 2014 Unsecured notes bearing fixed rate interest at 8.75% due November 2014 Unsecured notes bearing fixed rate interest at 10% due June 2015 Unsecured notes bearing fixed rate interest at 6.375% due September 2015 Unsecured notes bearing fixed rate interest at 10% due April 2016 Unsecured notes bearing fixed rate interest at 9.375% due November 2017 Unsecured notes bearing fixed rate interest at 7.125% due September 2018 Total long-term debt Service cost-benefits earned during the period Interest cost on benefit obligation Expected return on plan assets Amortization of prior service cost Amortization of actuarial loss Expense for Company-sponsored retirement plans Settlement charges Total retirement plan cost Service cost-benefits earned during the period Interest cost on net benefit obligation Amortization of prior service credit Amortization of actuarial loss Net periodic postretirement benefit credit deductions: Balance at Dec. 25, 2011 Comprehensive income: Net income Other comprehensive income Total comprehensive income Dividends declared Stock-based compensation Treasury shares acquired Other activity Balance at Sept. 23, 2012 Balance at Dec. 26, 2010 Comprehensive income: Net income Redeemable noncontrolling interest accretion (income not available to shareholders) Other comprehensive income Total comprehensive income Dividends declared Stock-based compensation 401(k) match Treasury shares acquired Other activity Balance at Sept. 25, 2011 Employee compensation related investments Rabbi trust investments Total assets Contingent consideration payablea Total liabilities Employee compensation related investments Rabbi trust investments Total assets Contingent consideration payablea Total liabilities The fair value of the Company’s total long-term debt, based 30, 2012. Net Operating Revenues: Publishing Digital Broadcasting Total Operating Income (net of depreciation, amortization and facility consolidation charges): Publishing Digital Broadcasting Corporate Total Depreciation, amortization and facility consolidation charges: Publishing Digital Broadcasting Corporate Total Net Operating Revenues: Publishing Digital Broadcasting Total Operating Income (net of depreciation, amortization and facility consolidation charges): Publishing Digital Broadcasting Corporate Total Depreciation, amortization and facility consolidation charges: Publishing Digital Broadcasting Corporate Total Net income attributable to Gannett Co., Inc. Weighted average number of common shares outstanding - basic Effect of dilutive securities Stock options Restricted stock Performance share units Weighted average number of common shares outstanding - diluted Net income per share-basic Net income per share-diluted Income taxes Interest Period 6/25/12 – 7/29/12 7/30/12 – 8/26/12 8/27/12 – 9/23/12 Total /s/ Teresa S. Gendron Exhibit LocationxQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 September 23, 2012¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
(Exact name of registrant as specified in its charter)Delaware 16-0442930 7950 Jones Branch Drive, McLean, Virginia 22107-0910 (Address of principal executive offices) (Zip Code) xý No ¨xý No ¨Large Accelerated Filer xý Accelerated Filer ¨ Non-Accelerated Filer ¨ Smaller Reporting Company ¨ xýSeptember 23, 2012March 31, 2013 was 229,787,136.Results from OperationsCompany)Company or Gannett) is a leading international media and marketing solutions company, informing and engaging more than 100 million people on multiple platforms every month through its network of publishing, broadcasting, and digital properties. Its publishing operations include 82 daily newspapers and about 480 magazines and other non-dailies in the U.S., as well as 17 daily paid-for titles, more than 200 weekly print products, magazines and trade publications in the U.K. Its broadcasting operations consist of 23 television stations in 19 U.S. markets and its Captivate subsidiary, which operates video messaging screens in elevators of office buildings and select hotel lobbies across North America. The Company’s Digital segment consists of stand-alone digital subsidiaries, including CareerBuilder, the global leader in human capital solutions, helping companies target, attract and retain talent. Its online job site, CareerBuilder.com, is the single largest within North America, based on listings, traffic and ad revenue. In addition, the Company provides digital applications to consumer and commercial customers across all of its segments, ranging from online news and entertainment to digital marketing solutions.2012 third2013 first quarter earnings per diluted share, on a GAAP (generally accepted accounting principles) basis of $0.56$0.44 compared to $0.41$0.28 for the third quarter of 2011. Third quarter earnings, as more fully discussed under Operating Revenues, reflect a number of milestones the Company has been working toward. Broadcasting segment revenues reflected record third quarter results; circulation revenue company-wide increased over the prior year for the first time since early 2007; and company-wide digital revenues climbed above 25% of total revenues. Earnings per diluted share on a year-to-date GAAP basis were $1.35 in 2012 compared to $1.40 last year.Results for the third quarter of 2012 include $8 million in costs due to workforce restructuring ($5 million after-tax or $0.02 per share), non-cash facility consolidation charges of $4 million ($2 million after-tax or $0.01 per share), pension settlement charges totaling $3 million ($2 million after-tax or $0.01 per share), non-cash charges of $3 million affecting non-operating items ($2 million after tax or $0.01 per share) related to a newspaper partnership investment and a $13 million net tax benefit ($0.06 per share). Results for the third quarter of 2011 included $9 million in costs due to workforce restructuring ($5 million after-tax or $0.02 per share) and a non-cash impairment charge for an investment in an online business of $2 million affecting non-operating items ($1 million after tax).Results for the first nine months of 2012 include $34 million in costs due to workforce restructuring ($20 million after-tax or $0.09 per share), non-cash facility consolidation charges of $14 million ($8 million after-tax or $0.04 per share), pension settlement charges totaling $8 million ($5 million after-tax or $0.02 per share), non-cash charges of $3 million affecting non-operating items ($2 million after tax or $0.01 per share) related to a newspaper partnership investment and a $13 million net tax benefit ($0.06 per share). Results for the first nine months of 2011 included $23 million in costs due to workforce restructuring ($15 million after-tax or $0.06 per share), non-cash facility consolidation charges of $14 million ($8 million after-tax or $0.03 per share), non-cash impairment charge for an investment in an online business of $2 million affecting non-operating items ($1 million after tax) and a $20 million net tax benefit ($0.08 per share).A separate discussion of results excluding the effect of special items (Non-GAAP basis) appears on page 9.A consolidated summary of the Company’s results is presented below:In thousands of dollars, except per share amounts 2012 2011 Change $ 1,309,261 $ 1,266,034 3 % 1,092,062 1,067,873 2 % $ 217,199 $ 198,161 10 % $ 29,891 $ 41,581 �� (28 %) $ 133,083 $ 99,788 33 % $ 0.58 $ 0.42 38 % $ 0.56 $ 0.41 37 % 2 2012 2011 Change $ 3,834,888 $ 3,852,234 — 3,265,513 3,233,703 1 % $ 569,375 $ 618,531 (8 %) $ 92,874 $ 116,382 (20 %) $ 321,195 $ 341,808 (6 %) $ 1.38 $ 1.42 (3 %) $ 1.35 $ 1.40 (4 %) Operating RevenuesOperating revenues increased 3% to $1.31 billion for the third quarter of 2012, the largest increase since the fourth quarter of 2006. The improvement is due, in part, to record third quarter Broadcasting segment revenues, which were up 36% compared to last year, as well as increases in both Digital segment and Publishing circulation revenues. Publishing segment revenues declined 3% for the quarter and declined by 5% for the year-to-date periods, as secular change and the slow pace of the economic recovery resulted in softer advertising demands across most categories. Within Publishing segment revenue, circulation revenue increased by almost 6% in the third quarter, marking a change from the past trend and the first time circulation revenues increased since the first quarter of 2007. Circulation revenue for the Company’s domestic local publishing business2012.10% higher in the third quarter of 2012 with the impact of the continued roll out of the all access content subscription model driving the increase. Broadcasting segment revenues increased 36% for the quarter and 18%$151 million for the first nine monthsquarter of 2012 driven by strong political and Olympic ad demand as well as growth in retransmission revenue. Digital segment revenues were 5% higher for both the quarter and year-to-date period primarily reflecting solid revenue growth at CareerBuilder.Third quarter 2012 company-wide digital revenues, which include Digital segment revenues and all digital revenues generated and reported by the other business segments, were $3352013, an increase of 23% higher or 11% compared to the third quarter in 2011 and were approximately 26% of the Company’s total operating revenues. For the year-to-date period, company-wide digital revenues were $919 million, 15% higher compared to the same period in 2011. Comparisons for both the quarter and year-to-date periods reflect the continued roll out of the all access content subscription model as well as higher digital advertising and marketing solutions revenue.Operating ExpensesOperating expenses including facility consolidation, workforce restructuring and pension settlement charges, were slightly higher for the quarter and year-to-date periods in 2012 as compared to the same periods last year. Continuing company-wide cost control and efficiency efforts were offset by strategic initiative expenses that primarily impacted the Publishing segment as well as higher pension expense. Strategic initiative expenses were $10 million for the third quarter and $60 million for the year-to-date period in 2012. These expenses are related to the continued roll out of the all access content subscription model, digital website re-launches and digital marketing service initiatives. Publishing segment expenses increased by 1% for the quarter compared to last year, reflecting the impact of continuing efficiency efforts and lower newsprint expense, offset by strategic initiative spending and facility consolidation costs. Publishing segment expenses for the first nine months of 2012 decreased 1% compared to last year as the impact of continuing efficiency efforts and lower newsprint expense was partially offset by strategic initiative spending and higher workforce restructuring costs. Newsprint expense comparisons to the prior year were 11% lower in the quarter and 8% lower for the first nine months of 2012. The increases in Broadcast and Digital segment expenses for the quarter and year-to-date periods were driven by higher costs associated with revenue growth. A separate discussion of operating expenses excluding special items (non-GAAP basis) begins on page 9.Operating IncomeOperating income was $217 million for the third quarter of 2012, an increase of $19 million or 10% compared to the third quarter last year, reflecting significant increases in the Broadcasting and Digital segments, partially offset by a decline in Publishing segment operating income. Broadcasting segment operating income increased 73%$119$84 million for the quarter due to substantial Olympic and political spendingan increase in core television revenue as well as higher retransmission revenue. Digital segment operating income was $40$24 million, up 16%45% from last year as higher revenues at CareerBuilder were partially offset by higher costs associated with revenue growth and strategic initiative spending.cost efficiencies contributed to the year-over-year increase. Publishing segment3$7432%3% from last year due to advertising softness, strategic initiative spending and facility consolidation costs. This was partially offset by the impact of company-wide efforts to create efficiencies and lower costs.Operating income was $569 million for the year-to-date period, a decrease of 8% compared to last year. Broadcasting results for the year-to-date period were up 35% reflecting substantial Olympic, political and retransmission revenue growth. Digital results were up 7%, again principally reflecting higher revenues at CareerBuilder, offset by higher costs including strategic initiatives. For the year-to-date period, Publishing segment results were similarly affected by those factors mentioned for third quarter results as well as an increase in workforce restructuring costs. Revenue and expense variances are discussed in more detail below.Net Income Attributable to Gannett Co., Inc.softness.Co., Inc. was $133 million for the third quarter of 2012, an increase of 33% compared to 2011. Earnings per diluted share were $0.56 in the third quarter compared to $0.41 last year. For the year-to-date period, net income attributable to Gannett Co., Inc. was $321 million, a decrease of 6% compared to 2011. Earnings per diluted share were $1.35 for the year-to-date period compared to $1.40 last year. These results paralleled the overall change in operating income.The following is a discussion of the Company’s reported operating segment results:Publishing ResultsPublishing revenues declined 3% to $890 million from $918 million in the third quarter last year and declined 5% to $2.68 billion for the year-to-date period. Publishing revenue year-over-year comparisons improved sequentially within the third quarter and comparisons were better than prior quarter comparisons this year. In addition, third quarter comparisons were the best year-over-year comparisons since early 2007.Publishing revenues are generated principally from advertising and circulation sales, which accounted for 62% and 31%, respectively, of total publishing revenues for the third quarter and 63% and 30%, respectively, for the year-to-date period. Advertising revenues include amounts generated from advertising placed with print products as well as publishing related internet web sites, mobile and tablet applications. “All other” publishing revenues are mainly from commercial printing operations. The table below presents these components of publishing revenues.Publishing revenues, in thousands of dollars 2012 2011 Change $ 552,676 $ 591,676 (7 %) 276,655 262,099 6 % 60,869 63,989 (5 %) $ 890,200 $ 917,764 (3 %) 2012 2011 Change $ 1,698,376 $ 1,840,276 (8 %) 803,929 795,745 1 % 182,290 188,667 (3 %) $ 2,684,595 $ 2,824,688 (5 %) The table below presents the principal categories of advertising revenues for the Publishing segment.Advertising revenues, in thousands of dollars 2012 2011 Change $ 281,673 $ 303,008 (7 %) 90,582 98,976 (8 %) 180,421 189,692 (5 %) $ 552,676 $ 591,676 (7 %) 4 2012 2011 Change $ 871,151 $ 938,609 (7 %) 276,226 318,757 (13 %) 550,999 582,910 (5 %) $ 1,698,376 $ 1,840,276 (8 %) Publishing advertising revenues decreased 7% in the third quarter of 2012 to $553 million and decreased 8% for the year-to-date period to $1.70 billion. Advertising continues to be impacted by the slow pace of the economic recovery, weak job growth and certain secular pressures. Third quarter year-over-year comparisons, however, were better than prior quarter comparisons this year. In the U.S., advertising revenues decreased 6% in the quarter and 8% year-to-date. On a constant currency basis, advertising revenues in the UK declined 7% for the third quarter and 6% for the year-to-date period. The average exchange rate used to translate UK publishing results from the British pound to U.S. dollars decreased 2% for both the quarter and year-to-date periods to 1.58 this year compared to 1.61 last year.The percentage changes in the advertising revenue categories for domestic publishing, Newsquest and in total on a constant currency basis are as follows: U.S.
Publishing Newsquest
(in pounds) Total Constant
Currency Total Publishing
Segment (7 %) (6 %) (7 %) (7 %) (8 %) (12 %) (8 %) (8 %) (3 %) (8 %) (5 %) (5 %) (6 %) (7 %) (6 %) (7 %) U.S.
Publishing Newsquest
(in pounds) Total Constant
Currency Total Publishing
Segment (7 %) (5 %) (7 %) (7 %) (14 %) (3 %) (13 %) (13 %) (4 %) (7 %) (5 %) (5 %) (8 %) (6 %) (7 %) (8 %) Across the Publishing segment in the third quarter, all categories of advertising revenue comparisons were in line with or better than second quarter comparisons. Retail advertising was 7% lower in the third quarter and year-to-date period of 2012 as tepid economic growth impacted advertising demand. National advertising declined 8% for the third quarter and 13% for the first nine months of 2012, driven by soft ad demand domestically and in the UK. Classified advertising revenue at the Company’s domestic publishing operations declined 3% for the third quarter of 2012 as compared to the same period last year and was in line with the second quarter prior period comparison. Automotive advertising was 1% higher compared to the third quarter last year, while employment was 4% lower. Real estate advertising, although down 10% compared to the third quarter of 2011, was stronger than the second quarter comparison and reflects modest improvements in the housing market. Third quarter classified advertising comparisons at Newsquest were 8% lower, in pounds, compared to last year.The percentage changes in the classified revenue categories for domestic publishing, Newsquest and in total on a constant currency basis are as follows: U.S.
Publishing Newsquest
(in pounds) Total Constant
Currency Total Publishing
Segment 1 % (15 %) (1 %) (1 %) (4 %) (4 %) (4 %) (5 %) (10 %) (9 %) (10 %) (11 %) 1 % — 1 % 1 % (7 %) (7 %) (7 %) (8 %) (3 %) (8 %) (5 %) (5 %) 5 U.S.
Publishing Newsquest
(in pounds) Total Constant
Currency Total Publishing
Segment — (15 %) (2 %) (3 %) (2 %) (5 %) (3 %) (4 %) (13 %) (8 %) (11 %) (12 %) (4 %) — (4 %) (4 %) (8 %) (5 %) (7 %) (8 %) (4 %) (7 %) (5 %) (5 %) Circulation revenues increased 6% for the third quarter of 2012 to $277 million from $262 million last year and increased 1% to $804$105 million for the first nine months of 2012. Company-wide circulation revenues increased for the first time since early 2007, due to the continued roll out of the all access content subscription model. Circulation revenue for the Company’s domestic local publishing business was 10% higher in the third quarter of 2012 and was up 3% for the first nine months of 2012. At the end of the quarter, 69 of the Company’s 78 targeted domestic local publishing business sites had rolled out the all access content subscription model. The Company expects to complete the remainder of the roll out by the end of 2012. Based on the first six waves of the roll out, which represent 60 markets which launched the new all access content subscription model by early August, the Company generated year-over-year circulation revenue gains in September of between 13% to 31% for each wave. The Company continues to make progress in acquiring digital-only subscribers with approximately 30,000 at the end of the third quarter, an 80% increase over the second quarter. Following the completion of the roll out of the all access content subscription model, the Company plans to implement a marketing strategy to drive further digital subscriber acquisitions, a move that the Company expects will lead to significant growth in the number of digital subscriptions.Print net paid daily circulation for local publishing operations declined 10% for the quarter and 8% for the first nine months of 2012, while Sunday net paid circulation decreased by 12% and 8%, respectively. USA TODAY’s average daily circulation decreased 7% compared to the third quarter last year and decreased 2% on a year-to-date basis.“All Other” revenues decreased 5% for the quarter and were down 3% for the year-to-date period, primarily due to a decrease in commercial printing revenues.The Company’s publishing operations, including the Company’s domestic local publishing business, USA TODAY and affiliated companies and Newsquest, generate advertising and subscription revenues from web sites, tablets, and mobile applications that are associated with their publishing businesses. These revenues are reflected within all publishing categories on the income statement discussed above, and they are separate and distinct from revenue generated by businesses included in the Company’s Digital segment. Digital revenues associated with publishing operations increased 65% for the quarter and 35% for the year-to-date period, reflecting the impact of the all access content subscription model as well as the Company’s strategic efforts to provide digital advertising and marketing solutions. Digital revenues at the Company’s domestic local publishing business were higher 76% for the quarter and 40% for the year-to-date period due to the ongoing roll out of the all access content subscription model and digital marketing solutions efforts. Digital revenues at USA TODAY and its associated businesses were up 70% for the third quarter and 43% for the first nine months of 2012. Digital revenues in the UK were 10% higher in pounds for the quarter and 9% higher for the year-to-date period.Publishing operating expenses increased by 1% in the quarter to $816 million from $810 million last year. Expenses increased slightly due to strategic initiative spending, facility consolidation costs as well as increased pension expense. These increases were partially offset by continued efficiency efforts as well as lower newsprint expense. Publishing operating expenses decreased by 1% for the year-to-date period to $2.44 billion. The decline was due to continued efficiency efforts and lower newsprint expense, partially offset by substantial spending on strategic initiatives, increased workforce restructuring and pension expense. Expenses related to strategic initiatives totaled approximately $9 million for the quarter and $55 million for the year-to-date period of 2012.Newsprint expense was 11% lower in the quarter and 8% lower for the first nine months of 2012 due primarily to declines in consumption. For the fourth quarter of 2012, on a 13 week basis, the Company expects its newsprint expense will again be below the level of the fourth quarter of 2011.Publishing segment operating income was $74 million in the quarter, which includes the impact of strategic investments, compared to $108 million last year, a decrease of 32%. Operating income for the year-to-date period was $240 million, a decrease of 34% compared to last year. The decreases reflect lower operating revenues and increased strategic initiative spending.6Digital ResultsThe Digital segment includes results for CareerBuilder, PointRoll, ShopLocal, Reviewed.com and Planet Discover.Digital segment operating revenues were $182 million in the third quarter of 2012 compared to $174 million in 2011,2013, an increase of 5%. Year-to-date operating revenues for the segment were $532$36 million, or 53%, compared to $505 million last year, an increase of 5%, primarily reflecting continued strong revenue growth at CareerBuilder. CareerBuilder continues to build market share in the U.S. and its international operations have expanded in Europe and Brazil.Digital operating expenses were $142 million in the third quarter of 2012 compared to $140 million in 2011, an increase of 2%. Year-to-date operating expenses were $439 million compared to $418 million in 2011, an increase of 5%. Expenses increased reflecting higher costs at CareerBuilder and strategic spending on digital initiatives.Broadcasting ResultsBroadcasting includes results from the Company’s 23 television stations and Captivate. Broadcasting achieved record third quarter revenue and operating results as revenues were up 36% in the third quarter of 2012 compared to last year and totaled $237 million. The increase reflects the impact of significant Olympic and political advertising as well as an increase in retransmission revenues. Revenues for the year-to-date period of 2012 were $619 million, an increase of 18% from $523 million last year due. The increase also reflects Olympic, political and retransmission revenue growth as well as increased core advertising, particularly in the automotive and medical sectors.Television revenues for the quarter were $233 million, up 38% from the comparable period in 2011. The revenue growth was driven by $42 million in politically related advertising and approximately $37 million in ad spending related to the Summer Olympics. Approximately $4 million of political spending that aired during the Olympics is included in both the political and Olympic categories. Retransmission revenues increased 12% to $22 million in the third quarter, while Television station digital revenues increased 6% versus last year.Television revenues for the year-to-date period were $602 million, up 19% from the comparable period in 2011. The increase was due to the Olympic revenue as noted above as well as $59 million in political advertising spending achieved in 2012, an increase of $51 million compared to last year. Television station digital revenues increased 8% compared to last year. Retransmission revenues totaled $68 million year-to-date, up 15% compared to 2011. There are no incremental costs associated with retransmission revenues; therefore, all of these revenues contribute directly to operating income.Based on current trends, the Company expects the percentage increase in total television revenues for the fourth quarter of 2012 on a 13 week basis to be in the high twenties compared to the fourth quarter of 2011.Broadcasting operating expenses for the third quarter totaled $118 million, up 12% from the third quarter 2011. The increase is primarily due to higher sales and marketing costs associated with higher revenue during the quarter. Broadcasting operating expenses for the first nine months totaled $333 million, up 7% from the same period in 2011 due to higher sales and marketing costs associated with higher revenues. Operating income in the third quarter of 2012 was up 73% to $119 million, an increase of over $50 million on a revenue increase of $63 million. Operating income for the first nine months of 2012 was up 35% to $286 million.Corporate ExpenseCorporate expense in the third quarter was $15 million, up 19% from the third quarter last year due to the $3 million of pension settlement charges recognized in the third quarter of 2012. Year-to-date corporate expenses increased 10% to $49 million from $45 million last year, reflecting the $8 million of pension settlement charges incurred in 2012.Non-Operating Income and ExpenseEquity EarningsEquity income increased 17% to $3 million for the third quarter of this year reflecting strong results at certain newspaper partnerships. Equity income increased 14% to $16 million for the first nine months of 2012, due primarily to strong results from Classified Ventures.Interest ExpenseThe Company’s interest expense for the third quarter was $36 million, down 12% from last year reflecting lower average debt levels. Total average outstanding debt was $1.7 billion for the third quarter of 2012 compared to $2.0 billion last year. The weighted average interest rate for total outstanding debt was 7.57% for the third quarter of 2012 compared to 7.26% last year.7Interest expense for the first nine months of 2012 was $112 million, down 16% from last year reflecting primarily lower average debt levels. Total average outstanding debt was $1.7 billion for the first nine months of 2012 compared to $2.2 billion last year. The weighted average interest rate for total outstanding debt was 7.67% for the first nine months of 2012 compared to 7.31% last year.At the end of the third quarter of 2012, the Company had $410 million in long-term floating rate obligations outstanding. A 50 basis points change in the average interest rate for these obligations would result in an increase or decrease in annualized interest expense of $2.1 million.Other Non-Operating ItemsOther non-operating items increased $6 million for the third quarter of 2012 and $1 million year-to-date, primarily due to increases in interest income. The year-to-date gain in 2012 is partially offset by the second quarter 2011 gain associated with the prepayment of a secured promissory note the Company received in connection with the disposition of certain publishing operations in 2010.Provision for Income TaxesThe Company’s effective income tax rate was 22.5% for the third quarter of 2012, compared to 31.0% for the third quarter of 2011. The rate for the third quarter in 2012 was lower than the comparable rate in 2011 due to special items contributing a net tax benefit of $13.1 million resulting primarily from a multi-year federal audit settlement. The Company’s effective income tax rate was 26.6% for the first nine months of 2012, compared to 27.0% for the same period last year. The tax rates for both 2012 and 2011 reflect benefits from releases of reserves on prior year tax positions related to tax settlements and the lapse of statutes of limitations. A separate discussion of effective income tax rates excluding special items (non-GAAP basis) appears on page 13.Net Income Attributable to Gannett Co., Inc. Co., Inc. was $133 million for the third quarter of 2012, an increase of $33 million, or 33%, compared to 2011. Net income attributable to Gannett Co., Inc. consists of net income reduced by net income attributable to noncontrolling interests. Net income attributable to noncontrolling interests was $16$12 million in the thirdfirst quarter of 20122013 and $12$8 million in the same period in 2011. Earnings per diluted share were $0.56 in the third quarter of 2012 compared to $0.41 last year. For the year-to-date period of 2012, net income attributable to Gannett Co., Inc. was $321 million, a decrease of 6% compared to 2011. Net income attributable to noncontrolling interests was $39 million year-to-date in 2012 and $34 million for the same period in 2011. Earnings per diluted share were $1.35 for the year-to-date period in 2012 compared to $1.40 last year.thirdfirst quarter of 20122013 totaled 235,550,000235,162,000 compared to 243,350,000240,411,000 for the thirdfirst quarter of 2011. For the first nine months of 2012 and 2011, the weighted average number of diluted shares outstanding totaled 237,699,000 and 243,551,000, respectively.2012. The decrease is primarily due to shares repurchased since the thirdfirst quarter of 2011.2012, partially offset by equity awards issued in connection with the Company’s share-based compensation programs. See Part II, Item 2 for information on share repurchases.8In thousands of dollars, except earnings per share amounts First Quarter 2013 2012 Change Operating revenues $ 1,237,735 $ 1,218,587 2 % Operating expenses 1,086,678 1,082,929 — % Operating income $ 151,057 $ 135,658 11 % Non-operating expense $ 29,194 $ 33,224 (12 %) Net income attributable to Gannett Co., Inc. $ 104,565 $ 68,223 53 % Per share – basic $ 0.46 $ 0.29 59 % Per share – diluted $ 0.44 $ 0.28 57 % Publishing Segment Revenues (in thousands of dollars) First Quarter 2013 2012 Change Advertising $ 526,499 $ 551,438 (5 %) Circulation 285,972 263,336 9 % All other 58,762 59,288 (1 %) Total Publishing segment revenues $ 871,233 $ 874,062 — % Publishing Segment Advertising Revenues (in thousands of dollars) First Quarter 2013 2012 Change Retail $ 269,618 $ 278,978 (3 %) National 85,518 90,440 (5 %) Classified 171,363 182,020 (6 %) Total Publishing segment advertising revenues $ 526,499 $ 551,438 (5 %) Publishing Segment Advertising Revenue Categories First Quarter U.S. Publishing Newsquest (in pounds) Total Publishing Constant Currency Total Publishing Segment Retail (3 %) (2 %) (3 %) (3 %) National (5 %) (8 %) (5 %) (5 %) Classified (5 %) (6 %) (6 %) (6 %) Total Publishing segment advertising revenues (4 %) (5 %) (4 %) (5 %) Publishing Segment Classified Advertising Revenue Categories First Quarter U.S. Publishing Newsquest (in pounds) Total Publishing Constant Currency Total Publishing Segment Automotive (3 %) (12 %) (4 %) (4 %) Employment (9 %) (1 %) (7 %) (7 %) Real Estate (5 %) (7 %) (5 %) (6 %) Legal (9 %) — % (9 %) (9 %) Other (4 %) (7 %) (5 %) (5 %) Total Publishing segment classified revenue (5 %) (6 %) (6 %) (6 %) pension settlement charges, charges to investments accounted for under the equity methoda non-cash impairment charge, a currency related loss recognized in other non-operating items and certain credits to its income tax provision. The Company believes that such expenses and credits are not indicative of normal, ongoing operations and their inclusion in results makes for more difficult comparisons between periods and with peer group companies.andas well as accelerated depreciation. The pension settlement charges result from the acceleration of expensecurrency loss is related to the timingweakening of certain pension payments. The chargethe British pound associated with the downgrade of the U.K. sovereign credit rating during the first quarter. Results also include credits to the income tax provision related to the equity method investment in 2011 reflects the reductionreleases of book value to fair value caused by significant and sustained declines in the operating performance of an investee. The charge in 2012 reflects accelerated depreciation recognized by an investee related to outsourcing certain production processes. Thereserves on prior year tax benefit included in the third quarter of 2012 and the credit to the tax provision included in the first nine months of 2011 relate primarily to tax settlements covering multiple years.so the presentation of such measures facilitatesto better facilitate industry comparisons.On anbasis using non-GAAP amounts for expenses,financial results. All as adjusted (non-GAAP basis) measures are labeled as such or “adjusted.”In thousands of dollars, except per share amounts 2012 2011 Change $ 1,309,261 $ 1,266,034 3 % 1,077,358 1,059,188 2 % $ 231,903 $ 206,846 12 % $ 130,907 $ 106,150 23 % $ 0.56 $ 0.44 27 % 2012 2011 Change $ 3,834,888 $ 3,852,234 — 3,209,476 3,196,209 — $ 625,412 $ 656,025 (5 %) $ 343,752 $ 345,779 (1 %) $ 1.45 $ 1.42 2 % 9In thousands of dollars, except per share amounts First Quarter 2013 2012 Change Operating revenues $ 1,237,735 $ 1,218,587 2 % Adjusted operating expenses, non-GAAP basis 1,076,527 1,061,852 1 % Adjusted operating income, non-GAAP basis $ 161,208 $ 156,735 3 % Adjusted net income attributable to Gannett Co., Inc., non-GAAP basis $ 86,044 $ 80,800 6 % Adjusted diluted earnings per share, non-GAAP basis $ 0.37 $ 0.34 9 % In thousands of dollars, except per share amounts 2012 2011 Change $ 1,092,062 $ 1,067,873 2 % (7,950 ) (8,685 ) (8 %) (4,231 ) — *** (2,523 ) — *** $ 1,077,358 $ 1,059,188 2 % $ 217,199 $ 198,161 10 % 7,950 8,685 (8 %) 4,231 — *** 2,523 — *** $ 231,903 $ 206,846 12 % $ (29,891 ) $ (41,581 ) (28 %) 3,220 1,877 72 % $ (26,671 ) $ (39,704 ) (33 %) $ 133,083 $ 99,788 33 % 4,950 5,285 (6 %) 4,451 1,077 *** 1,523 — *** (13,100 ) — *** $ 130,907 $ 106,150 23 % $ 0.56 $ 0.41 37 % 0.02 0.02 — 0.02 — *** 0.01 — *** (0.06 ) — *** $ 0.56 $ 0.44 27 % (a)Total per share amount may not sum due to rounding.10 2012 2011 Change $ 3,265,513 $ 3,233,703 1 % (33,975 ) (23,444 ) 45 % (14,116 ) (14,050 ) — (7,946 ) — *** $ 3,209,476 $ 3,196,209 — $ 569,375 $ 618,531 (8 %) 33,975 23,444 45 % 14,116 14,050 — 7,946 — *** $ 625,412 $ 656,025 (5 %) $ (92,874 ) $ (116,382 ) (20 %) 3,220 1,877 72 % $ (89,654 ) $ (114,505 ) (22 %) $ 321,195 $ 341,808 (6 %) 20,475 14,544 41 % 10,436 9,527 10 % 4,746 — *** (13,100 ) (20,100 ) (35 %) $ 343,752 $ 345,779 (1 %) $ 1.35 $ 1.40 (4 %) 0.09 0.06 50 % 0.04 0.04 — 0.02 — *** (0.06 ) (0.08 ) (25 %) $ 1.45 $ 1.42 2 % (a)Total per share amount may not sum due to rounding.ConsolidatedIn thousands of dollars, except per share amounts First Quarter 2013 2012 Change Operating expenses (GAAP basis) $ 1,086,678 $ 1,082,929 — % Remove special items: Workforce restructuring (5,366 ) (16,289 ) (67 %) Facility consolidation charges (4,785 ) (4,788 ) — % As adjusted (non-GAAP basis) $ 1,076,527 $ 1,061,852 1 % Operating income (GAAP basis) $ 151,057 $ 135,658 11 % Remove special items: Workforce restructuring 5,366 16,289 (67 %) Facility consolidation charges 4,785 4,788 — % As adjusted (non-GAAP basis) $ 161,208 $ 156,735 3 % Total non-operating (expense) income (GAAP basis) $ (29,194 ) $ (33,224 ) (12 %) Remove special items: Facility consolidation and asset impairment charges 1,651 — *** Other non-operating items 2,077 — *** As adjusted (non-GAAP basis) $ (25,466 ) $ (33,224 ) (23 %) Net income attributable to Gannett Co., Inc. (GAAP basis) $ 104,565 $ 68,223 53 % Remove special items (net of tax): Workforce restructuring 3,266 9,689 (66 %) Facility consolidation and asset impairment charges 3,936 2,888 36 % Other non-operating items 2,077 — *** Prior year tax reserve adjustments (27,800 ) — *** As adjusted (non-GAAP basis) $ 86,044 $ 80,800 6 % Diluted earnings per share (GAAP basis) $ 0.44 $ 0.28 57 % Remove special items (net of tax): Workforce restructuring 0.01 0.04 (75 %) Facility consolidation and asset impairment charges 0.02 0.01 *** Other non-operating items 0.01 — *** Prior year tax reserve adjustments (0.12 ) — *** As adjusted (non-GAAP basis) (a) $ 0.37 $ 0.34 9 % (a) Total per share amount does not sum due to rounding. on a non-GAAP basis for the thirdfirst quarter of 2012, adjusted2013 (adjusted to remove costs associated with workforce restructuring and facility consolidations and pension settlement charges,consolidation charges) increased 2%1% compared to 2011. Consolidated operating expense on a non-GAAP basis for the year-to-date period 2012, adjusted to remove2012. The increase reflects higher Broadcast segment costs associated with workforce restructuring, facility consolidationshigher revenue and pension settlement charges, were flat compared to 2011. This includes approximately $10the absence of $8 million in furlough payroll savings in the first quarter of strategic initiative expenses for the quarter and $60 million year-to-date, as well as $5 million and $16 million increases in pension expense for the quarter and year-to-date period, respectively. Current quarter and year-to-date expense levels reflect higher Broadcasting and Digital segment expenses2012, partially offset by the impact ofcontinuing company-wide cost control and efficiency efforts and facility consolidations in prior quarters and lower newsprint expense. cost factors, as well as higher overall revenues induring the thirdfirst quarter, as adjusted operating income on a non-GAAP basis was $232$161 million for the thirdfirst quarter of 2012,2013, an increase of 12% from the comparable period last year and was $625 million for the year-to-date period, a decrease of 5%3% from the comparable period last year. Adjusted net income attributable to Gannett Co., Inc. on a non-GAAP basis was $131$86 million for the quarter, and $344 million for the year-to-date period, an increase of $25$5 million or 23% and a decrease of $2 million or 1%, respectively,6% compared to last year.11In thousands of dollars 2012 2011 Change $ 816,469 $ 809,822 1 % (7,950 ) (8,685 ) (8 %) (4,231 ) — *** $ 804,288 $ 801,137 — $ 73,731 $ 107,942 (32 %) 7,950 8,685 (8 %) 4,231 — *** $ 85,912 $ 116,627 (26 %) 2012 2011 Change $ 2,444,613 $ 2,460,503 (1 %) (35,631 ) (23,444 ) 52 % (14,116 ) (14,050 ) — $ 2,394,866 $ 2,423,009 (1 %) $ 239,982 $ 364,185 (34 %) 35,631 23,444 52 % 14,116 14,050 — $ 289,729 $ 401,679 (28 %) In thousands of dollars First Quarter 2013 2012 Change Publishing segment operating expenses (GAAP basis) $ 811,096 $ 812,022 — % Remove special items: Workforce restructuring (5,366 ) (17,945 ) (70 %) Facility consolidation charges (4,785 ) (4,788 ) — % As adjusted (non-GAAP basis) $ 800,945 $ 789,289 1 % Publishing segment operating income (GAAP basis) $ 60,137 $ 62,040 (3 %) Remove special items: Workforce restructuring 5,366 17,945 (70 %) Facility consolidation charges 4,785 4,788 — % As adjusted (non-GAAP basis) $ 70,288 $ 84,773 (17 %) in the third quarter of 2012 were impacted by $12 million in costs due to workforce restructuring and facility consolidation charges. Excluding the impact of these items asin both quarters, adjusted operating expenses on a non-GAAP basis were relatively unchanged. Publishing segment operating expenses forincreased by 1%. The increase reflects the year-to-date periodabsence of $8 million in furlough payroll savings in the first quarter of 2012 were impacted by $50 million in costs due to workforce restructuring and facility consolidation charges. Excluding the impact of these items, as adjusted operating expenses on a non-GAAP basis declined 1% to $2.39 billion. Both the quarter and year-to-date comparisons are impacted by significant spending in 2012 on strategic initiatives,which was partially offset by continued efficiency efforts and lower newsprint expense. As adjustedAdjusted operating income for the Publishing segment on a non-GAAP basis was $86$70 million for the thirdfirst quarter of 2012 and $290 million for the year-to-date period of 2012.12In thousands of dollars 2012 2011 Change $ 15,116 $ 12,683 19 % (2,523 ) — *** $ 12,593 $ 12,683 (1 %) 2012 2011 Change $ 49,186 $ 44,678 10 % 1,656 — *** (7,946 ) — *** $ 42,896 $ 44,678 (4 %) In thousands of dollars First Quarter 2013 2012 Change Corporate segment operating expenses (GAAP basis) $ 16,360 $ 15,260 7 % Remove special items: Workforce restructuring (insurance settlement benefit) — 1,656 *** As adjusted (non-GAAP basis) $ 16,360 $ 16,916 (3 %) in thousands of dollars follows:In thousands of dollars 2012 2011 $ 187,308 $ 156,580 (15,525 ) (11,992 ) 171,783 144,588 7,950 8,685 7,451 1,877 2,523 — $ 189,707 $ 155,150 $ 38,700 $ 44,800 3,000 3,400 3,000 800 1,000 — 13,100 — $ 58,800 $ 49,000 22.5 % 31.0 % 31.0 % 31.6 % 13 2012 2011 $ 476,501 $ 502,149 (38,806 ) (33,641 ) 437,695 468,508 33,975 23,444 17,336 15,927 7,946 — $ 496,952 $ 507,879 $ 116,500 $ 126,700 13,500 8,900 6,900 6,400 3,200 — 13,100 20,100 $ 153,200 $ 162,100 26.6 % 27.0 % 30.8 % 31.9 % In thousands of dollars First Quarter 2013 2012 Income before income taxes as reported $ 121,863 $ 102,434 Net income attributable to noncontrolling interests (11,898 ) (7,611 ) Gannett pretax income (GAAP basis) 109,965 94,823 Remove special items: Workforce restructuring 5,366 16,289 Facility consolidation and asset impairment charges 6,436 4,788 Other non-operating items 2,077 — As adjusted (non-GAAP basis) $ 123,844 $ 115,900 Provision for income taxes as reported (GAAP basis) $ 5,400 $ 26,600 Remove special items: Workforce restructuring 2,100 6,600 Facility consolidation and asset impairment charges 2,500 1,900 Prior year tax reserve adjustments 27,800 — As adjusted (non-GAAP basis) $ 37,800 $ 35,100 Effective tax rate (GAAP basis) 4.9 % 28.1 % As adjusted effective tax rate (non-GAAP basis) 30.5 % 30.3 % non-GAAP tax rate for the thirdfirst quarter of 20122013 was 31.0%30.5% compared to 31.6%30.3% for the thirdfirst quarter of last year. The year-to-date adjusted non-GAAP tax rate was 30.8% and 31.9% for 2012 and 2011, respectively. The effective tax rates for both years reflect benefits from releases of reserves on prior year tax positions.Earlier - Broadcasting companies generally experience their strongest results in a year that includes both the summer Olympics and a presidential election, as occurred in 2012. The Company achieved record revenues for political and Olympics last year. Political revenues were $150 million in 2012 while the Summer Olympics generated $37 million of revenue, of which $4 million was also political. Due to the absence of the Olympics and significantly lower level of political advertising, Broadcasting segment revenues are expected to be lower this year Gannett announced a transformational strategy focused on generating sustainableoverall. As discussed above, these declines were offset, in part, by stronger retransmission revenue growth, increasing profitability and creating shareholder value. The strategy’s three components are: (1) enhancing the Company’s core by stabilizing publishing while continuing to grow broadcast and diversified digital businesses; (2) accelerating growth by entering or expanding into related high-potential businesses; and (3) maintaining focus on operating efficiency and asset optimization. In connection with this strategy, Gannett disclosed that by 2015, it expects overall annual revenueadvertising growth in the rangefirst quarter of 2% to 4%, and pre-tax margins to increase to between 15% and 19%.also announced a new capital allocation strategic frameworkexpects retransmission revenue for 2013 to be funded entirely by free cash flow, through whichtotal approximately $135 million to $140 million, significantly higher than the Company expects to return more than $1.3 billion to shareholders by 2015. Excess cash flow will be used for reinvestment$97 million in the business, further investment opportunities and opportunistic debt reduction. The capital allocation framework includes the following planned actions:The Board authorized a 150% increase in Gannett’s dividend to $0.80 per share on an annual basis.The Board approved an acceleration of its share repurchases with a new $300 million share repurchase program targeted to be completed over the two years following the announcement, which it anticipates making an ongoing part of cash return to shareholders. Through September 23,Company-wide Digital Revenues - During 2012, the Company repurchased 8.2 million shares at a costcompleted its roll out of $117 million, at a average costthe All-Access Content Subscription Model. During the first quarter of $14.29 per share.The Company will continue to evaluate opportunistic acquisitions.Key initiatives and expected performance metrics include:A2012, six local publishing markets had implemented the new all access content subscription model formodel. By the Company’send of the year, 78 local domestic publishing business, which charges for content regardless of delivery vehicle. Non-subscriber access is metered and capped. The Company expects this model to contribute approximately $100 million in operating income to the Publishing segment annually beginning in 2013. The Company also expects to generate incremental advertising revenue from digital platforms launching withmarkets had adopted the new model. As of October 15, 2012, the all access content subscription model had been launched in 71a result of the 78 marketscycling effect that will accompany this, year-over-year increases in whichtotal digital revenues company-wide (up 29% in the Company plans to implement the subscription model.The re-launch or developmentfirst quarter of all desktop, mobile and tablet products across Gannett by the end of 2013, beginning with USA TODAY this fall.14The development of a new digital marketing services business targeted at small and medium size businesses, which is2013) are expected to generate between $275 million and $350 million in annual revenue by 2015. The initiative is now fully operational in all television and domestic publishing markets. Duringnarrow over the third quartercourse of 2012, the Company completed two acquisitions to grow its digital marketing services offerings. In August, the Company acquired BLiNQ Media which specializes in social engagement advertising. Mobestream Media was acquired by the Company in September. Mobestream Media is the developer of the Key Ring consumer loyalty application for smart phones.The expansion of USA TODAY Sports Media Group, which is among the top five sports media companies in the country and is expected to generate over $300 million in annual revenue by 2015. In September 2012, USA TODAY Sports Media Group was ranked by Comscore as the 5th most visited digital sports entity.Cost management through leveraging shared platforms and best practices and other asset optimization initiatives with total annual incremental savings expected to reach $100 million to $150 million by 2015.20122013 fiscal year will include 5352 weeks compared with 5253 weeks in 2011.2012. The fourth quarter of 2013 will be comprised of 1413 weeks compared with 1314 weeks in the fourth quarter of 2011.2012. The Company’s results will be impacted by the extra week in 2012,the fourth quarter last year, particularly for the Publishing and Broadcasting segments as well as Corporate expenses.Liquidity, Capital Resources, Financial Position, and Statements of Cash FlowsStrategic Initiativesnet cash flow from operating activities was $499 million forU.K. publishing operations are conducted through its Newsquest subsidiary. Newsquest earnings are translated at the first nine months of 2012, compared to $603 million for the first nine months of 2011. Net cash flow from operating activities for 2012 reflects cash contributions totaling $94 million to the Gannett Retirement Plan, the Company’s principal retirement plan. This compares to cash contributions of $24 million in 2011.Cash flows used for investing activities totaled $75 million for the first nine months of 2012. This includes $63 million of capital spending, $63 million of payments for acquisitions and $1 million of payments for investments. The Company received $15 million of proceeds from investments and $38 million of proceeds from the sale of certain assets. For the same year-to-date period in 2011, cash flows used by investing activities totaled $11 million, reflecting $46 million of capital spending, $16 million of payments for certain publishing and digital business acquisitions, and $16 million of payments for investments. The Company also received $31 million of proceeds from investments and $37 million of proceeds from the sale of certain assets, which included $26 million for the prepayment ofaverage British pound-to-U.S. dollar exchange rate. Therefore, a secured promissory note.Cash flows used for financing activities totaled $355 million for the first nine months of 2012 reflecting net debt payments of $132 million, payment of dividends totaling $113 million and repurchases of common shares for $117 million. Cash flows used for financing activities totaled $580 million for the first nine months of 2011 reflecting net debt payments of $439 million, payment of dividends totaling $29 million, repurchase of common shares for $28 million and an $85 million payment made to repurchase a noncontrolling membership interest.At the endweakening of the third quarter ofexchange rate will diminish Newsquest earnings contribution to consolidated results. Newsquest results for 2012 the Company’s total long-term debt was $1.6 billion and its senior leverage ratio was 1.76x, substantially below the maximum senior leverage ratio of 3.5x the Company is permitted to maintain under its revolving credit agreements.The long-term debt of the Company is summarized below:In thousands of dollars Sept 23, 2012 Dec. 25, 2011 $ — $ 306,534 410,000 235,000 248,166 247,609 60,803 59,522 248,359 247,995 173,016 169,775 247,443 247,168 247,046 246,760 $ 1,634,833 $ 1,760,363 15On September 23, 2012, the Company had unused borrowing capacity of $695 million under its revolving credit agreements. In addition, its revolving credit agreements allow the Company to borrow at least $1 billion of additional unsecured debt (unrestricted as to purpose) guaranteed by the guarantor subsidiaries under these credit agreements. This borrowing limit is subject to increases depending upon the Company’s total leverage ratio.The fair value of the Company’s total long-term debt, based principally on quoted market prices for the individual tranches of debt, totaled $1.8 billion at September 23, 2012.On July 23, 2012, the Company announced that its board of directors approved a dividend of 20 cents per share, payable on October 1, 2012 to shareholders of record on September 7, 2012. Through September 23, 2012, the Company repurchased 8.2 million shares at a cost of $117 million under the new share repurchase program. These share repurchases are part of a program announced in late February 2012 to repurchase $300 million of shares over the two year period following the announcement. The shares will be repurchased at management’s discretion, either in the open market or in privately negotiated block transactions. The decision to buy back stock will depend on price, availability and other corporate developments. Purchases will occur from time to time and no maximum purchase price has been set. The board will regularly assess the appropriate dividend level and share repurchase levels depending on economic and market conditions.The Company’s foreign currency translation adjustment, included in accumulated other comprehensive loss and reported as part of shareholders’ equity, totaled $421 million at the end of the third quarter of 2012 versus $400 million at the end of 2011. Newsquest’s assets and liabilities at September 23, 2012 and December 25, 2011 were translated from the British pounds to U.S. dollars at an exchange rate of 1.62 and 1.56, respectively. For the third quarter, Newsquest’s financial results were translated from British poundspound sterling to U.S. dollars at an average rate of 1.58 for 2012 compared to 1.61 last year.The Company is exposed to foreign exchange rate risk primarily due to its operations in the United Kingdom, for which the1.58. British pound issterling amounts on the functional currency. Ifcondensed consolidated balance sheet at the priceend of the British pound against the U.S. dollar had been 10% more or less than the actual price, operating income for the thirdfirst quarter of 2012 would have increased or decreased approximately 1%.Looking ahead, the Company expects2013 were translated into U.S. dollars at a rate of 1.52.requirements through cash flows from operations. Therequirements. Looking ahead, the Company expects to continue to fund debt maturities, acquisitions and investments through a combination of cash flows from operations, borrowing under its revolving credit agreements or funds raised in the capital or credit markets.andas well as 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 section below titled “Certain Factors Affecting Forward-Looking Statements.”$162$39 million for the quarter ended September 23, 2012 and $450 million year-to-date.March 31, 2013. Free cash flow, which the Company reconciles to “Net“net cash flow from operating activities,” is cash flow from operations reduced by “Purchase“purchase of property, plant and equipment” as well as “Payments“payments for investments” and increased by “Proceeds“proceeds from investments”. and voluntary pension contributions, net of related tax benefit. The Company believes that free cash flow is a useful measure for management and investors to evaluate the level of cash generated by operations and the ability of its operations to fund investments in new and existing businesses, return cash to shareholders under the Company’s new capital program, repay indebtedness add to the Company’s cash balance, or to use in other discretionary activities. Management uses free cash flow as a non-GAAP liquidity metric to monitorindicate cash available for repayment of indebtedness and in its discussions with the investment community.In thousandsIn thousands of dollars First Quarter 2013 2012 Net cash flow from operating activities $ 36,283 $ 162,087 Purchase of property, plant and equipment (16,097 ) (18,165 ) Voluntary pension employer contributions 15,507 — Tax benefit for voluntary pension employer contributions (6,125 ) — Payments for investments (1,001 ) (500 ) Proceeds from investments 10,060 4,326 Free cash flow $ 38,627 $ 147,748 dollars 2012 2011 $ 182,154 $ 188,352 (24,658 ) (17,128 ) (500 ) (1,250 ) 4,781 5,536 $ 161,777 $ 175,510 16 2012 2011 $ 498,736 $ 603,160 (63,010 ) (46,379 ) (1,000 ) (16,047 ) 15,174 31,217 $ 449,900 $ 571,951 contributions to the Gannett Retirement Plan, the Company’s principal retirement plan,payments of $18 million and $94 million in the third quarter and first nine months of 2012, respectively. Cash contributions were $10 million in the third quarter and $24$39 million in the first nine monthsquarter of 2011.digitalDigital segment businesses; (c) a decline in viewership of major networks and local news programming resulting from increased competition or other factors; (d) a continuance of the generally soft economic conditions in the U.S. and the UKU.K. or a further economic downturn leading to a continuing or accelerated decrease in circulation or local, national or classified advertising; (e) a further decline in general print readership and/or advertiser patterns as a result of competitive alternative media or other factors; (f) an increase in newsprint or syndication programming costs over the levels anticipated; (g) labor disputes which may cause revenue declines or increased labor costs; (h) acquisitions of new businesses or dispositions of existing businesses; (i) rapid technological changes and frequent new product introductions prevalent in electronic publishing; (j) an increase in interest rates; (k) a weakening in the British pound to U.S. dollar exchange rate; (1)(l) 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; (m) changes in the regulatory environment; (n) credit rating downgrades, which could affect the availability and cost of future financing; (o) adverse outcomes in proceedings with governmental authorities or administrative agencies; and (p) cyber security breaches; (q) general economic, political and business conditions; and (q)(r) an other-than-temporaryother than temporary decline in operating results and enterprise value that could lead to non-cash goodwill, other intangible asset, investment or property, plant and equipment impairment charges. The Company continues to monitor the uneven economic recovery in the U.S., as well as new and developing competition and technological change, to evaluate whether any indicators of impairment exist, particularly for those reporting units where fair value is closer to carrying value.17 Sept. 23, 2012 Dec. 25, 2011 (Unaudited) $ 237,445 $ 166,926 631,544 693,194 22,868 17,247 62,463 49,122 25,640 22,771 116,242 106,631 — 19,654 1,096,202 1,075,545 4,100,075 4,106,681 (2,534,547 ) (2,466,454 ) 1,565,528 1,640,227 2,943,641 2,864,885 499,562 502,195 156,231 208,650 300,199 324,948 3,899,633 3,900,678 $ 6,561,363 $ 6,616,450 Mar. 31, 2013 Dec. 30, 2012 (Unaudited) ASSETS Current assets Cash and cash equivalents $ 142,833 $ 175,030 Trade receivables, less allowance for doubtful receivables of $18,623 and $22,006, respectively 628,930 678,845 Other receivables 21,267 20,162 Inventories 59,467 56,389 Deferred income taxes 17,636 15,840 Prepaid expenses and other current assets 105,174 108,946 Assets held for sale 30,250 17,508 Total current assets 1,005,557 1,072,720 Property, plant and equipment Cost 3,905,444 3,972,949 Less accumulated depreciation (2,438,750 ) (2,454,271 ) Net property, plant and equipment 1,466,694 1,518,678 Intangible and other assets Goodwill 2,841,171 2,846,869 Indefinite-lived and amortizable intangible assets, less accumulated amortization 490,751 499,913 Deferred income taxes 138,946 158,275 Investments and other assets 284,290 283,431 Total intangible and other assets 3,755,158 3,788,488 Total assets $ 6,227,409 $ 6,379,886 18 Sept. 23, 2012 Dec. 25, 2011 (Unaudited) $ 227,987 $ 215,975 407,302 431,934 46,268 18,935 52,988 3,658 236,658 231,435 971,203 901,937 78,216 112,088 1,634,833 1,760,363 155,550 163,699 811,373 908,110 235,427 258,228 3,886,602 4,104,425 10,400 — — — 324,419 324,419 607,334 617,727 7,457,438 7,276,200 (571,806 ) (595,839 ) 7,817,385 7,622,507 (5,376,780 ) (5,294,616 ) 2,440,605 2,327,891 223,756 184,134 2,664,361 2,512,025 $ 6,561,363 $ 6,616,450 Mar. 31, 2013 Dec. 30, 2012 (Unaudited) LIABILITIES AND EQUITY Current liabilities Accounts payable and current portion of film contracts payable $ 175,103 $ 211,833 Compensation, interest and other accruals 348,444 402,340 Dividends payable 45,948 45,963 Income taxes 43,744 44,985 Deferred income 248,953 229,395 Total current liabilities 862,192 934,516 Income taxes 46,582 83,260 Long-term debt 1,449,226 1,432,100 Postretirement medical and life insurance liabilities 145,572 149,937 Pension liabilities 908,027 1,007,325 Other long-term liabilities 222,408 222,182 Total liabilities 3,634,007 3,829,320 Redeemable noncontrolling interests 12,673 10,654 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 569,146 567,515 Retained earnings 7,573,703 7,514,858 Accumulated other comprehensive loss (709,334 ) (701,141 ) 7,757,934 7,705,651 Less treasury stock, 95,532,474 shares and 94,376,534 shares, respectively, at cost (5,375,691 ) (5,355,037 ) Total Gannett Co., Inc. shareholders’ equity 2,382,243 2,350,614 Noncontrolling interests 198,486 189,298 Total equity 2,580,729 2,539,912 Total liabilities and equity $ 6,227,409 $ 6,379,886 19 Thirteen Weeks Ended Sept. 23, 2012 Sept. 25, 2011 % Inc
(Dec) $ 552,676 $ 591,676 (6.6 ) 276,655 262,099 5.6 182,022 173,930 4.7 237,039 174,340 36.0 60,869 63,989 (4.9 ) 1,309,261 1,266,034 3.4 720,941 721,888 (0.1 ) 318,385 297,001 7.2 40,460 41,263 (1.9 ) 8,045 7,721 4.2 4,231 — *** 1,092,062 1,067,873 2.3 217,199 198,161 9.6 3,005 2,563 17.2 (35,829 ) (40,939 ) (12.5 ) 2,933 (3,205 ) *** (29,891 ) (41,581 ) (28.1 ) 187,308 156,580 19.6 38,700 44,800 (13.6 ) 148,608 111,780 32.9 (15,525 ) (11,992 ) 29.5 $ 133,083 $ 99,788 33.4 $ 0.58 $ 0.42 38.1 $ 0.56 $ 0.41 36.6 $ 0.20 $ 0.08 *** Thirteen Weeks Ended Mar. 31, 2013 Mar. 25, 2012 Net Operating Revenues: Publishing advertising $ 526,499 $ 551,438 Publishing circulation 285,972 263,336 Digital 174,922 168,352 Broadcasting 191,580 176,173 All other 58,762 59,288 Total 1,237,735 1,218,587 Operating Expenses: Cost of sales and operating expenses, exclusive of depreciation 719,724 722,240 Selling, general and administrative expenses, exclusive of depreciation 314,115 308,319 Depreciation 38,926 39,703 Amortization of intangible assets 9,128 7,879 Facility consolidation charges 4,785 4,788 Total 1,086,678 1,082,929 Operating income 151,057 135,658 Non-operating (expense) income: Equity income in unconsolidated investees, net 7,794 4,312 Interest expense (35,405 ) (39,571 ) Other non-operating items (1,583 ) 2,035 Total (29,194 ) (33,224 ) Income before income taxes 121,863 102,434 Provision for income taxes 5,400 26,600 Net income 116,463 75,834 Net income attributable to noncontrolling interests (11,898 ) (7,611 ) Net income attributable to Gannett Co., Inc. $ 104,565 $ 68,223 Net income per share – basic $ 0.46 $ 0.29 Net income per share – diluted $ 0.44 $ 0.28 Dividends declared per share $ 0.20 $ 0.20 20 (except per share amounts) Thirty-nine Weeks Ended Sept. 23, 2012 Sept. 25, 2011 % Inc
(Dec) $ 1,698,376 $ 1,840,276 (7.7 ) 803,929 795,745 1.0 531,700 504,971 5.3 618,593 522,575 18.4 182,290 188,667 (3.4 ) 3,834,888 3,852,234 (0.5 ) 2,164,070 2,179,057 (0.7 ) 943,005 891,744 5.7 120,320 124,971 (3.7 ) 24,002 23,881 0.5 14,116 14,050 0.5 3,265,513 3,233,703 1.0 569,375 618,531 (7.9 ) 15,980 13,994 14.2 (111,542 ) (132,309 ) (15.7 ) 2,688 1,933 39.1 (92,874 ) (116,382 ) (20.2 ) 476,501 502,149 (5.1 ) 116,500 126,700 (8.1 ) 360,001 375,449 (4.1 ) (38,806 ) (33,641 ) 15.4 $ 321,195 $ 341,808 (6.0 ) $ 1.38 $ 1.42 (2.8 ) $ 1.35 $ 1.40 (3.6 ) $ 0.60 $ 0.16 *** Thirteen Weeks Ended Mar. 31, 2013 Mar. 25, 2012 Net income $ 116,463 $ 75,834 Redeemable noncontrolling interests (income not available to shareholders) (274 ) — Other comprehensive income, before tax: Foreign currency translation adjustments (32,586 ) 11,007 Pension and other postretirement benefit items: Amortization of prior service credit, net (422 ) (2,872 ) Amortization of actuarial loss 15,860 14,155 Other 19,086 (3,855 ) Pension and other postretirement benefit items 34,524 7,428 Other (1,786 ) 1,787 Other comprehensive (loss) income, before tax 152 20,222 Income tax effect related to components of other comprehensive income (10,131 ) (3,215 ) Other comprehensive (loss) income, net of tax (9,979 ) 17,007 Comprehensive income 106,210 92,841 Comprehensive income attributable to noncontrolling interests, net of tax (9,838 ) (9,398 ) Comprehensive income attributable to Gannett Co., Inc. $ 96,372 $ 83,443 21COMPREHENSIVE INCOME Thirteen Weeks Ended Sept. 23, 2012 Sept. 25, 2011 $ 148,608 $ 111,780 22,163 (19,135 ) (2,875 ) (3,011 ) 13,916 10,755 (12,768 ) — (1,727 ) 7,744 (9,712 ) 2,262 10,724 (9,129 ) 3,816 (2,931 ) 14,540 (12,060 ) 163,148 99,720 (17,303 ) (8,956 ) $ 145,845 $ 90,764 Thirteen Weeks Ended Mar. 31, 2013 Mar. 25, 2012 Cash flows from operating activities: Net income $ 116,463 $ 75,834 Adjustments to reconcile net income to operating cash flows: Depreciation and amortization 48,054 47,582 Facility consolidation charges 5,705 4,788 Pension contributions, net of pension expense (72,241 ) (47,604 ) Equity income in unconsolidated investees, net (7,794 ) (4,312 ) Stock-based compensation – equity awards 8,232 6,631 Change in other assets and liabilities, net (62,136 ) 79,168 Net cash flow from operating activities 36,283 162,087 Cash flows from investing activities: Purchase of property, plant and equipment (16,097 ) (18,165 ) Payments for acquisitions, net of cash acquired (1,641 ) (8,004 ) Payments for investments (1,001 ) (500 ) Proceeds from investments 10,060 4,326 Proceeds from sale of assets 2,348 642 Net cash used for investing activities (6,331 ) (21,701 ) Cash flows from financing activities: Proceeds from (payments of) borrowings under revolving credit agreements, net 15,000 (97,000 ) Dividends paid (45,806 ) (18,952 ) Cost of common shares repurchased (32,770 ) (35,525 ) Proceeds from issuance of common stock upon exercise of stock options 5,918 2,275 Distribution to noncontrolling interests (218 ) — Deferred payments for acquisitions (3,693 ) (1,027 ) Net cash used for financing activities (61,569 ) (150,229 ) Effect of currency exchange rate change on cash (580 ) 396 Net decrease in cash and cash equivalents (32,197 ) (9,447 ) Balance of cash and cash equivalents at beginning of period 175,030 166,926 Balance of cash and cash equivalents at end of period $ 142,833 $ 157,479 22CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMEGannett Co., Inc. and SubsidiariesUnaudited, in thousands of dollars Thirty-nine Weeks Ended Sept. 23, 2012 Sept. 25, 2011 $ 360,001 $ 375,449 — (973 ) 20,873 2,242 (8,625 ) (9,032 ) 41,312 32,266 (14,469 ) — 18,218 23,234 (10,704 ) (3,637 ) 28,387 21,839 (3,538 ) (8,795 ) 24,849 13,044 384,850 387,520 (39,622 ) (31,556 ) $ 345,228 $ 355,964 The accompanying notes are an integral part of these condensed consolidated financial statements.23CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWSGannett Co., Inc. and SubsidiariesUnaudited, in thousands of dollars Thirty-nine Weeks Ended Sept. 23, 2012 Sept. 25, 2011 $ 360,001 $ 375,449 144,322 148,852 14,116 14,050 (91,917 ) (32,413 ) (15,980 ) (13,994 ) 18,108 20,239 70,086 90,977 498,736 603,160 (63,010 ) (46,379 ) (63,344 ) (16,288 ) (1,000 ) (16,047 ) 15,174 31,217 37,598 36,905 (74,582 ) (10,592 ) 175,000 174,000 (306,571 ) (433,432 ) — (180,000 ) (112,786 ) (28,830 ) (116,502 ) (27,913 ) 6,606 1,707 — (85,149 ) (1,027 ) — (355,280 ) (579,617 ) 1,645 25 70,519 12,976 166,926 183,014 $ 237,445 $ 195,990 The accompanying notes are an integral part of these condensed consolidated financial statements.24September 23, 2012July 2012,February 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2012-02, Intangibles – Goodwill and Other.2013-02, Comprehensive Income - Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income (AOCI). ASU 2012-02 permits2013-02 requires an entity to first assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to performprovide information about the quantitative impairment test in accordance with Subtopic 350-30, Intangibles – Goodwill and Other – General Intangibles Other than Goodwill. This guidance is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. The Company does not expect the adoptionamounts reclassified out of this update to have a material impact on its financial statements.In June 2011, the FASB issued ASU 2011-05, Presentation of Comprehensive Income. ASU 2011-05 revises the manner in which entities presentaccumulated other comprehensive income in their financial statements.by component. The new guidance removesrequires an entity to present, either on the presentation optionsface of the statement where net income is presented or in Accounting Standards Codification 220 and requires entities to report componentsthe notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required under U.S. GAAP to be reclassified to net income in either (1)its entirety in the same reporting period. For other amounts, a continuous statement of comprehensive income or (2) two separate but consecutive statements. ASU 2011-05 did not change the items that must be reported incross-reference to other comprehensive income.disclosures is required to provide additional detail about those amounts. The Company adopted the provisionsprovision of ASU 2011-052013-02 in the first quarter of 20122013 and elected the second option.and asset impairment chargesuseful life.period. In addition, certain assets classified as held-for-sale in accordance with Accounting Standards Codification (ASC) Topic 360 resulted in charges being recognized in 2013 as the carrying values were reduced to equal the fair value less cost to dispose. The fair values were based on estimates of prices for similar assets. As a result, of the evaluations, the Company recorded pre-tax charges of $4$4.8 million and $14 million in the thirdfirst quarter of 2013 and year-to-date 2012, respectively. For the year-to-date period of 2011, the pre-tax charges were $14 million. Deferred2012. Current and deferred tax benefits were recognized for these charges and, therefore, the quarter and year-to-date after-tax impact was $2$2.9 million (or $0.01 per share) and $8 million (or $0.04$0.01 per share) for 2012, respectively. Forboth 2013 and 2012. In addition, the year-to-date periodCompany recorded a charge to write off certain publishing assets that were donated in the first quarter of 2011, the2013. The charge was $0.9 million pre-tax and $0.6 million after tax impact was $8 million (or $0.03less than $0.01 per share).The Company’s equity income in unconsolidated investees, net for 2012 and 2011 included special noncash charges. Third quarter and year-to-date 2012 results included $3 million pre-tax charges related to accelerated depreciation recognized by an investee. Deferred tax benefits were recognized for these charges and, therefore, the quarter and year-to-date after tax impact was $2 million (or $0.01 per share). In the third quarter of 2011, the carrying value of an investment for which the Company owns a noncontrolling interest was written down to fair value because the business underlying the investment had experienced significant and sustained operating losses, leading the Company to conclude that it was other than temporarily impaired. The investment carrying value adjustment was $2 million pre tax and $1 million on an after-tax basis, or less than $0.01 per share.25September 23, 2012March 31, 2013 and December 25, 2011.(in thousands of dollars) Sept. 23, 2012 Dec. 25, 2011 Gross Accumulated
Amortization Gross Accumulated
Amortization $ 2,943,641 $ — $ 2,864,885 $ — 95,348 — 93,163 — 255,304 — 255,304 — 311,249 189,669 298,437 169,499 50,668 23,338 43,624 18,834 In thousands of dollars Mar. 31, 2013 Dec. 30, 2012 Gross Gross Goodwill $ 2,841,171 $ — $ 2,846,869 $ — Indefinite-lived intangibles: Mastheads and trade names 94,733 — 95,308 — Television station FCC licenses 255,304 — 255,304 — Amortizable intangible assets: Customer relationships 312,422 203,144 313,567 197,300 Other 56,680 25,244 56,965 23,931 fourthree to 25 years. Other intangibles primarily include 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.September 23, 2012.(in thousands of dollars) Publishing Digital Broadcasting Total $ 7,643,255 $ 680,489 $ 1,618,522 $ 9,942,266 (7,050,778 ) (26,603 ) — (7,077,381 ) 592,477 653,886 1,618,522 2,864,885 22,731 47,480 — 70,211 7,711 682 152 8,545 30,442 48,162 152 78,756 7,765,136 728,651 1,618,674 10,112,461 (7,142,217 ) (26,603 ) — (7,168,820 ) $ 622,919 $ 702,048 $ 1,618,674 $ 2,943,641 26In thousands of dollars Digital Broadcasting Total Balance at Dec. 30, 2012 Goodwill $ 7,754,959 $ 722,781 $ 1,618,602 $ 10,096,342 Accumulated impairment losses (7,132,817 ) (116,656 ) — (7,249,473 ) Net balance at Dec. 30, 2012 622,142 606,125 1,618,602 2,846,869 Activity during the period Acquisitions and adjustments 383 9,043 — 9,426 Foreign currency exchange rate changes (11,518 ) (3,536 ) (70 ) (15,124 ) Total (11,135 ) 5,507 (70 ) (5,698 ) Balance at Mar. 31, 2013 Goodwill 7,607,236 728,288 1,618,532 9,954,056 Accumulated impairment losses (6,996,229 ) (116,656 ) — (7,112,885 ) Net balance at Mar. 31, 2013 $ 611,007 $ 611,632 $ 1,618,532 $ 2,841,171 (in thousands of dollars) Sept. 23, 2012 Dec. 25, 2011 $ — $ 306,534 410,000 235,000 248,166 247,609 60,803 59,522 248,359 247,995 173,016 169,775 247,443 247,168 247,046 246,760 $ 1,634,833 $ 1,760,363 In thousands of dollars Mar. 31, 2013 Dec. 30, 2012 Borrowings under revolving credit agreements expiring September 2014 $ 220,000 $ 205,000 Unsecured notes bearing fixed rate interest at 8.75% due November 2014 248,578 248,376 Unsecured notes bearing fixed rate interest at 10% due June 2015 61,743 61,286 Unsecured notes bearing fixed rate interest at 6.375% due September 2015 248,626 248,497 Unsecured notes bearing fixed rate interest at 10% due April 2016 175,378 174,241 Unsecured notes bearing fixed rate interest at 9.375% due November 2017 (a) 247,647 247,547 Unsecured notes bearing fixed rate interest at 7.125% due September 2018 247,254 247,153 Total long-term debt $ 1,449,226 $ 1,432,100 (a) Callable commencing on November 15, 2013 at 104.688% of the principal amount. ninethree months of 2012,2013, the Company’s long-term debt was reducedincreased by $125.5$17.1 million reflecting net debt repayments of $131.6$15.0 million partially offset by borrowed under the revolving credit agreements and debt discount amortization.September 23, 2012,March 31, 2013, the Company had unused borrowing capacity of $695$887 million under its revolving credit agreements. In addition, its revolving credit agreements currently allow the Company to borrow at least $1$1.25 billion of additional unsecured debt (unrestricted as to purpose)on an unrestricted basis guaranteed by the guarantor subsidiaries under these credit agreements. This borrowing limit is subject to increases or decreases depending upon the Company’s total leverage ratio.(in thousands of dollars) Thirteen Weeks Ended Thirty-nine Weeks Ended Sept. 23,
2012 Sept. 25,
2011 Sept. 23,
2012 Sept. 25,
2011 $ 1,913 $ 1,973 $ 5,692 $ 5,919 38,696 42,253 116,427 126,760 (47,380 ) (52,262 ) (142,174 ) (156,785 ) 1,922 1,867 5,767 5,601 13,430 9,394 39,854 28,183 8,581 3,225 25,566 9,678 2,523 — 7,946 — $ 11,104 $ 3,225 $ 33,512 $ 9,678 In July 2012, the President signed into law the Moving Ahead for Progress in the 21st Century Act or MAP–21 (H.R.4348). The bill included, among other things, funding stabilization provisions that improved the Company’s funding target attainment percentage (as defined by Section 430(d) (2) of the Internal Revenue Code) to 95% as of the beginning of 2012. This lowered required contributions for 2012 and 2013. In thousands of dollars Thirteen Weeks Ended Mar. 31, 2013 Mar. 25, 2012 Service cost-benefits earned during the period $ 2,125 $ 2,032 Interest cost on benefit obligation 35,183 39,654 Expected return on plan assets (49,543 ) (47,649 ) Amortization of prior service cost 1,878 1,928 Amortization of actuarial loss 15,360 13,505 Expense for Company-sponsored retirement plans $ 5,003 $ 9,470 thirty-ninethirteen weeks ended September 23, 2012,March 31, 2013, the Company made contributions to the Gannett Retirement Plan (GRP) and its U.K. retirement plan totaling $94 million. No additional contributions$50.0 million and $24.5 million, respectively. For the remainder of 2013, the Company has no further mandatory funding obligations to the GRP will be requiredand approximately $12 million remaining for the remainder of 2012 based on the new legislation. Required contributions to the GRP for 2013 are not expected to exceed $36 million. However, the Company may elect to make additional contributions.27During the third quarter and year-to-date period of 2012, the Company recorded settlement charges totaling $2.5 million and $7.9 million, respectively, as a result of the costs of settlements exceeding the sum of service and interests costs for one of the Company’s pension plans.(in thousands of dollars) Thirteen Weeks Ended Thirty-nine Weeks Ended Sept. 23,
2012 Sept. 25,
2011 Sept. 23,
2012 Sept. 25,
2011 $ 136 $ 153 $ 409 $ 458 1,936 2,301 5,808 6,903 (4,797 ) (4,878 ) (14,392 ) (14,633 ) 486 1,361 1,458 4,083 $ (2,239 ) $ (1,063 ) $ (6,717 ) $ (3,189 ) In thousands of dollars Thirteen Weeks Ended Mar. 31, 2013 Mar. 25, 2012 Service cost-benefits earned during the period $ 175 $ 175 Interest cost on net benefit obligation 1,525 2,050 Amortization of prior service credit (2,300 ) (4,800 ) Amortization of actuarial loss 500 650 Net periodic postretirement benefit credit $ (100 ) $ (1,925 ) $77.7$40.2 million as of March 31, 2013 and $63.2 million as of December 25, 2011 and $72.7 million as of September 23,30, 2012. These amounts reflectThe following table summarizes the activity related to unrecognized tax benefits, excluding 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 25, 2011 was $110.3 million and as of September 23, 2012 was $98.5 million. The $11.8 million decrease reflects reductions for tax positions from prior years of $20.4 million, tax settlements of $7.1 million and the lapse of statutes of limitations of $2.9 million partially offset by additions in the current year of $7.5 million and an increase for prior year tax positions of $11.1 million.In thousands of dollars Unrecognized Tax Benefits Balance at Dec. 30, 2012 $ 86,180 Changes in unrecognized tax benefits: Additions based on tax positions related to the current year 1,890 Reductions for tax positions of prior years (15,508 ) Settlements (277 ) Reductions due to lapse of statutes of limitations (14,404 ) Balance at Mar. 31, 2013 $ 57,881 The Company also recognizes as a component of income tax expense interestInterest income attributable to overpayment of income tax and interest credits for the reversal of interest expense previously recorded for uncertain tax positions which are subsequently released.released are also recognized as a component of income tax expense. The Company recognized a net benefit from the reversal of interest and penalty expense of $2.8$12.7 million and $6.2$2.1 million during the thirdfirst quarters of 2013 and 2012, and 2011, respectively. The net interest and penalty benefit recognized in the third quarters of 2012 and 2011 is primarily from the release of tax reserves on prior year tax positions related to tax settlements and the lapse of statutes of limitations. The amount of net accrued interest and penalties related to uncertainDecember 25, 2011,March 31, 2013, was approximately $34.8$16.4 million and as of September 23,December 30, 2012, was approximately $27.2 million.$29.1 million.20112012 tax years remain subject to examination by the IRS. The 2005 through 20112012 tax years generally remain subject to examination by state authorities, and the years 2009-20112010 through 2012 are subject to examination in the UK.U.K. 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 those years and ongoing state audits.$49.3$24.7 million within the next 12 months.28thirty-ninethirteen week periods ended September 23, 2012March 31, 2013 and SeptemberMarch 25, 2011.(in thousands of dollars) Gannett Co., Inc.
Shareholders’
Equity Noncontrolling
Interests Total Equity $ 2,327,891 $ 184,134 $ 2,512,025 321,195 38,806 360,001 24,033 816 24,849 345,228 39,622 384,850 (139,957 ) — (139,957 ) 18,108 — 18,108 (116,502 ) — (116,502 ) 5,837 — 5,837 2,440,605 $ 223,756 $ 2,664,361 (in thousands of dollars) Gannett Co., Inc.
Shareholders’
Equity Noncontrolling
Interests Total Equity $ 2,163,754 $ 170,319 $ 2,334,073 341,808 33,641 375,449 — (973 ) (973 ) 14,156 (1,112 ) 13,044 355,964 31,556 387,520 (38,474 ) — (38,474 ) 20,239 — 20,239 17,996 — 17,996 (27,913 ) — (27,913 ) 1,842 63 1,905 $ 2,493,408 $ 201,938 $ 2,695,346 On2012:In thousands of dollars Balance at Dec. 30, 2012 $ 2,350,614 $ 189,298 $ 2,539,912 Comprehensive income: Net income 104,565 11,898 116,463 Redeemable noncontrolling interests (income not available to shareholders) — (274 ) (274 ) Other comprehensive income (8,193 ) (1,786 ) (9,979 ) Total comprehensive income 96,372 9,838 106,210 Dividends declared (45,721 ) — (45,721 ) Stock-based compensation 8,232 — 8,232 Treasury shares acquired (32,770 ) — (32,770 ) Other activity 5,516 (650 ) 4,866 Balance at Mar. 31, 2013 $ 2,382,243 $ 198,486 $ 2,580,729 Balance at Dec. 25, 2011 $ 2,327,891 $ 184,134 $ 2,512,025 Comprehensive income: Net income 68,223 7,611 75,834 Other comprehensive income 15,220 1,787 17,007 Total comprehensive income 83,443 9,398 92,841 Dividends declared (47,408 ) — (47,408 ) Stock-based compensation 6,631 — 6,631 Treasury shares acquired (35,525 ) — (35,525 ) Other activity 2,254 — 2,254 Balance at Mar. 25, 2012 $ 2,337,286 $ 193,532 $ 2,530,818 31, 2012, CareerBuilder acquired 74% of Economic Modeling LLC,Specialists Intl., a software firm that specializes in employment data and labor market analytics. Shareholders for the remaining 26% of ownership hold put rights that permit them to put their equity interest to CareerBuilder. In March 2013, CareerBuilder acquired 87.5% of Vietnam Online Network (VON), a leading provider of human capital, recruitment and online related solutions in Vietnam. Shareholders owning 11.5% of VON hold options that permit them to put their equity interest to CareerBuilder. Since redemption of theboth sets of noncontrolling interestinterests is outside of the Company’s control, the $10.4 million interest isbalances are presented on the condensed consolidated balance sheetsheets in the caption “Redeemable“Redeemable noncontrolling interest”interests.”In thousands of dollars Retirement Plans Foreign Currency Translation Total Balance at Dec. 30, 2012 $ (1,119,263 ) $ 418,122 $ (701,141 ) Other comprehensive income before reclassifications 14,697 (32,586 ) (17,889 ) Amounts reclassified from accumulated other comprehensive income 9,696 — 9,696 Other comprehensive income 24,393 (32,586 ) (8,193 ) Balance at Mar. 31, 2013 $ (1,094,870 ) $ 385,536 $ (709,334 ) Balance at Dec. 25, 2011 $ (995,853 ) $ 400,014 $ (595,839 ) Other comprehensive income before reclassifications (2,873 ) 11,007 8,134 Amounts reclassified from accumulated other comprehensive income 7,086 — 7,086 Other comprehensive income 4,213 11,007 15,220 Balance at Mar. 25, 2012 $ (991,640 ) $ 411,021 $ (580,619 ) 29
Reclassifications out of accumulated other comprehensive loss related to these postretirement plans include the following:In thousands of dollars Thirteen Weeks Ended Mar. 31, 2013 Mar. 25, 2012 Amortization of prior service credit $ (422 ) $ (2,872 ) Amortization of actuarial loss 15,860 14,155 Total reclassifications, before tax 15,438 11,283 Income tax effect (5,742 ) (4,197 ) Total reclassifications, net of tax $ 9,696 $ 7,086 company’sCompany’s own assumptions (unobservable inputs). The hierarchy consists of three levels:Level 1-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; andLevel 3-Unobservable inputs developed using estimates and assumptions developed by the company, which reflect those that a market participant would use.September 23, 2012March 31, 2013 and December 25, 2011:(in thousands of dollars) Fair Value Measurements as of
Sept. 23, 2012 Level 1 Level 2 Level 3 Total $ 27,863 $ — $ — $ 27,863 29,413 — — 29,413 $ 57,276 $ — $ — $ 57,276 $ — $ — $ 27,323 $ 27,323 $ — $ — $ 27,323 $ 27,323 Fair Value Measurements as of
Dec. 25, 2011 Level 1 Level 2 Level 3 Total $ 17,224 $ — $ — $ 17,224 26,162 — — 26,162 $ 43,386 $ — $ — $ 43,386 $ — $ — $ 15,808 $ 15,808 $ — $ — $ 15,808 $ 15,808 30, 2012: In thousands of dollars Fair Value Measurements as of Mar. 31, 2013 Level 1 Level 2 Level 3 Total Employee compensation related investments $ 25,747 $ — $ — $ 25,747 Sundry investments 30,933 — — 30,933 Total assets $ 56,680 $ — $ — $ 56,680 Contingent consideration payable $ — $ — $ 30,384 $ 30,384 Total liabilities $ — $ — $ 30,384 $ 30,384 In thousands of dollars Level 1 Level 2 Level 3 Total Employee compensation related investments $ 23,043 $ — $ — $ 23,043 Sundry investments 29,090 — — 29,090 Total assets $ 52,133 $ — $ — $ 52,133 Contingent consideration payable $ — $ — $ 26,170 $ 26,170 Total liabilities $ — $ — $ 26,170 $ 26,170 aUnder certain acquisition agreements entered into during fiscal 2011 and 2012, the Company has agreed to pay the sellers earn-outs based on the financial performance of the acquired businesses. Contingent consideration payable in the table above represents the estimated fair value of future earn-outs payable under such agreements. The fair value of the contingent payments was measured based on the present value of the consideration expected to be transferred. For the thirty-nine weeks ended September 23, 2012, the contingent consideration was increased by $19.3 million primarily due to new acquisitions. The increase was partially offset by payments of $7.8 million.principally on quoted prices on less active marketsthe bid and ask quotes for the individual tranches ofrelated debt (level(Level 2), totaled $1.8$1.62 billion and $1.9 billion at September 23, 2012March 31, 2013 and December 25, 2011, respectively.UKU.K. and the USA TODAY group. The Digital segment includes CareerBuilder, ShopLocal, Planet Discover, Reviewed.com and PointRoll. The Broadcasting segment includes the Company’s 23 television stations and Captivate.(in thousands of dollars) Thirteen weeks ended Sept. 23, 2012 Sept. 25, 2011 % Inc
(Dec) $ 890,200 $ 917,764 (3.0 ) 182,022 173,930 4.7 237,039 174,340 36.0 $ 1,309,261 $ 1,266,034 3.4 $ 73,731 $ 107,942 (31.7 ) 39,912 34,350 16.2 118,672 68,552 73.1 (15,116 ) (12,683 ) 19.2 $ 217,199 $ 198,161 9.6 $ 33,276 $ 30,186 10.2 8,391 7,729 8.6 6,879 7,118 (3.4 ) 4,190 3,951 6.0 $ 52,736 $ 48,984 7.7 Thirty-nine weeks ended Sept. 23, 2012 Sept. 25, 2011 % Inc
(Dec) $ 2,684,595 $ 2,824,688 (5.0 ) 531,700 504,971 5.3 618,593 522,575 18.4 $ 3,834,888 $ 3,852,234 (0.5 ) $ 239,982 $ 364,185 (34.1 ) 92,706 86,608 7.0 285,873 212,416 34.6 (49,186 ) (44,678 ) 10.1 $ 569,375 $ 618,531 (7.9 ) $ 100,226 $ 106,377 (5.8 ) 24,626 22,801 8.0 21,113 22,042 (4.2 ) 12,473 11,682 6.8 $ 158,438 $ 162,902 (2.7 ) 31In thousands of dollars Thirteen Weeks Ended Mar. 31, 2013 Mar. 25, 2012 Net Operating Revenues: Publishing $ 871,233 $ 874,062 Digital 174,922 168,352 Broadcasting 191,580 176,173 Total $ 1,237,735 $ 1,218,587 Operating Income (net of depreciation, amortization and facility consolidation charges): Publishing $ 60,137 $ 62,040 Digital 23,604 16,263 Broadcasting 83,676 72,615 Corporate (16,360 ) (15,260 ) Total $ 151,057 $ 135,658 Depreciation, amortization and facility consolidation charges: Publishing $ 32,236 $ 33,214 Digital 9,107 7,905 Broadcasting 6,935 7,110 Corporate 4,561 4,141 Total $ 52,839 $ 52,370 (in thousands except per share amounts) Thirteen weeks ended Thirty-nine weeks ended Sept. 23, 2012 Sept. 25, 2011 Sept. 23, 2012 Sept. 25, 2011 $ 133,083 $ 99,788 $ 321,195 $ 341,808 230,556 239,688 233,390 239,897 729 1,586 849 1,501 2,806 2,076 2,643 2,153 1,459 — 817 — 235,550 243,350 237,699 243,551 $ 0.58 $ 0.42 $ 1.38 $ 1.42 $ 0.56 $ 0.41 $ 1.35 $ 1.40 In thousands except per share amounts Thirteen Weeks Ended Mar. 31, 2013 Mar. 25, 2012 Net income attributable to Gannett Co., Inc. $ 104,565 $ 68,223 Weighted average number of common shares outstanding - basic 229,396 236,280 Effect of dilutive securities Stock options 1,067 1,139 Restricted stock 2,838 2,632 Performance share units 1,861 360 Weighted average number of common shares outstanding - diluted 235,162 240,411 Net income per share-basic $ 0.46 $ 0.29 Net income per share-diluted $ 0.44 $ 0.28 13.76.3 million and 20.716.4 million stock options outstanding for 2012the first quarter of 2013 and 2011 quarter to date, respectively, and 15.4 million and 19.2 million for 2012, and 2011 year–to-date, respectively, as their inclusion would be anti dilutive.20122013 and 20112012 for income taxes and interest (net of amounts capitalized) was as follows:(in thousands of dollars) Thirteen Weeks Ended Thirty-nine Weeks Ended Sept. 23, 2012 Sept. 25, 2011 Sept. 23, 2012 Sept. 25, 2011 $ 44,504 $ 47,146 $ 63,469 $ 115,223 $ 23,105 $ 27,240 $ 98,368 $ 118,346 In thousands of dollars Thirteen Weeks Ended Mar. 31, 2013 Mar. 25, 2012 Income taxes, net of refunds $ 39,180 $ (4,088 ) Interest $ 22,783 $ 22,871 thirdfirst quarter of 20122013 would have increased or decreased approximately 1%2%.thirdfirst quarter of 2012,2013, the Company had approximately $410$220 million in long-term floating rate obligations outstanding. A 50 basis points increase or decrease in the average interest rate for these obligations would result in an increase or decrease in annualized interest expense of $2$1 million.32quoted market pricesbid and ask quotes for the individual tranches ofrelated debt, totaled $1.8 billion and $1.9$1.62 billion at September 23, 2012March 31, 2013 and December 25, 2011, respectively.30, 2012.September 23, 2012,March 31, 2013, 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.20112012 Annual Report on Form 10-K. (a) Total
Number of
Shares
Purchased (b) Average
Price Paid per
Share (c) Total Number
of Shares
Purchased as Part
of Publicly
Announced
Program (d) Approximate Dollar
Value of Shares that
May Yet Be Purchased
Under the Program 660,000 $ 14.15 660,000 $ 213,715,448 930,000 $ 14.80 930,000 $ 199,949,330 776,999 $ 15.94 776,999 $ 187,562,350 2,366,999 $ 14.99 2,366,999 $ 187,562,350 Period (a) Total Number of Shares Purchased (b) Average Price Paid per Share (c) Total Number of Shares Purchased as Part of Publicly Announced Program (d) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program 12/31/12 – 2/3/13 581,061 $ 19.14 581,061 $ 138,995,850 2/4/13 – 3/3/13 532,200 $ 19.66 532,200 $ 128,530,523 3/4/13 – 3/31/13 527,000 $ 21.22 527,000 $ 117,346,362 Total 1st Quarter 2013 1,640,261 $ 19.98 1,640,261 $ 117,346,362 September 23, 2012, 60,433March 31, 2013, 30,000 shares were repurchased as part of the publicly announced repurchase program, but were settled subsequent to the end of the quarter. The effect of those repurchases decreased the maximum dollar value available under the program to $186,432,511.$116,690,652.33Date: October 31, 2012May 8, 2013 GANNETT CO., INC. Teresa S. Gendron Vice President and Controller (on behalf of Registrant and as Chief Accounting Officer) 34
Number 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 10-Q for the fiscal quarter ended June 27, 2010.Attached. 4-1 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. 10-1 Description of Gannett Co., Inc’s Non-Employee Director Compensation* Attached. 10-2 Form of Executive Officer Restricted Stock Unit Award Agreement* Attached. 10-3 Form of Executive Officer Performance Share Award Agreement* Attached. 31-1 Rule 13a-14(a) Certification of CEO. Attached. 31-2 Rule 13a-14(a) Certification of CFO. Attached. 32-1 Section 1350 Certification of CEO. Attached. 32-2 Section 1350 Certification of CFO. Attached. 101 September 23, 2012,March 31, 2013, formatted in XBRL includes: (i) Condensed Consolidated Balance Sheets at September 23, 2012March 31, 2013 and December 25, 2011,30, 2012, (ii) Condensed Consolidated Statements of Income for the fiscal quarters ended September 23,March 31, 2013 and March 25, 2012, and September 25, 2011, (iii) Condensed Consolidated Statements of Comprehensive Income for the fiscal quarters ended September 23,March 31, 2013 and March 25, 2012, and September 25, 2011, (iv) Condensed Consolidated Cash Flow Statements for the fiscal year-to-date periods ended September 23,March 31, 2013 and March 25, 2012, and September 25, 2011, and (v) the Notes to Condensed Consolidated Financial Statements. Attached. * Asterisks identify management contracts and compensatory plans or arrangements. 35