2012 ANNUAL REPORT 2012 ANNUAL REPORT 2012 ANNUAL REPORT GANNETT CO., INC. • 7950 JONES BRANCH DR., MCLEAN, VA 22107 • WWW.GANNETT.COM BUILDING COMMUNITY THROUGH CONNECTION • GANNETT CO., INC. GANNETT CO., INC. GH01AR2013 TABLE OF CONTENTS SHAREHOLDER SERVICES 2012 Financial Summary ..................... 1 Letter to Shareholders ........................ 2 Board of Directors ............................... 7 Company and Divisional Officers ........ 8 Photo Credits .................................... 90 GANNETT STOCK THIS REPORT WAS WRITTEN Gannett Co., Inc. shares are traded on the New York Stock Exchange with the symbol GCI. AND PRODUCED BY EMPLOYEES OF GANNETT. Form 10-K The company’s transfer agent and registrar is Wells Fargo Bank, N.A. General inquiries and requests for enrollment materials for the programs described below should be directed to Vice President and Controller Wells Fargo Shareowner Services, P.O. Box 64854, St. Paul, MN 55164-0854 or by telephone at Teresa S. Gendron 1-800-778-3299 or at www.wellsfargo.com/contactshareownerservices. Assistant Controller DIVIDEND REINVESTMENT PLAN Cam McClelland The Dividend Reinvestment Plan (DRP) provides Gannett shareholders the opportunity to purchase additional shares of the company’s common stock free of brokerage fees or service Corporate Consolidations Team charges through automatic reinvestment of dividends and optional cash payments. Cash John Dalton payments may range from a minimum of $10 to a maximum of $5,000 per month. Dimeterice Ferguson Suzanne Kuo AUTOMATIC CASH INVESTMENT SERVICE FOR THE DRP Lorraine Licayan This service provides a convenient, no-cost method of having money automatically Mark Ramsey withdrawn from your checking or savings account each month and invested in Gannett stock Aisha Simpson through your DRP account. Eva Wrublesky COMPANY PROFILE DIRECT DEPOSIT SERVICE Director/Corporate Gannett shareholders may have their quarterly dividends electronically credited to their Communications BINDING checking or savings accounts on the payment date at no additional cost. Laura Dalton Gannett is a leading international media tions and partnerships, Gannett continues USA TODAY, a multi-platform news and ANNUAL MEETING Creative Director/Designer and marketing solutions company, deliv- to accelerate its digital strategy. information media company and the The annual meeting of shareholders will be held at 10 a.m. (E.T.) Tuesday, May 7, 2013, at Michael Abernethy ering best-in-class content and services Gannett also helps businesses grow nation’s largest-selling daily print publi- Gannett headquarters. across an integrated, multi-platform by providing marketing solutions that cation. The company publishes about Printing portfolio. It is committed to serving the reach and engage their customers across 480 magazines and other non-dailies CORPORATE GOVERNANCE Action Printing, Fond du Lac, WI greater good of the nation and the com- the company’s diverse platforms. Gannett including USA WEEKEND. We have posted on our web site (www.gannett.com) our principles of corporate governance, munities it serves. Digital Marketing Services serves as a Likewise, Gannett subsidiary News- ethics policy and the charters for the audit, transformation, nominating and public PHOTO CREDITS: It is Gannett’s vast portfolio of iconic one-stop shop for digital marketing quest is one of the United Kingdom’s responsibility and executive compensation committees of our board of directors, and we national brands, such as USA TODAY services to help tens of thousands of leading regional community news provid- intend to post updates to these corporate governance materials promptly if any changes Page 7: Directors’ photos by and CareerBuilder, as well as its unique small and medium-sized businesses use ers with 17 daily paid-for titles, more than (including through any amendments or waivers of the ethics policy) are made. This site also Stacey Wolf, Gannett and local media organizations in more than digital technology to more effectively 200 weekly print products, magazines provides access to our annual report on Form 10-K, quarterly reports on Form 10-Q and Gretchen Ortega. Martore by current reports on Form 8-K as filed with the SEC. Our chief executive officer and our chief 100 communities across the U.S., which reach their customers. and trade publications, and a network of Ralph Alswang. sets the company apart. Gannett provides Gannett’s properties cover a wide web sites. More than 9 million unique financial officer have delivered, and we have filed with our 2012 Form 10-K, all certifications required by the rules of the SEC. Complete copies of our corporate governance materials and consumers with the information they range of geographies, demographics and users access Newsquest’s network of Photo credits for the Cover and our Form 10-K may be obtained by writing our Secretary at our corporate headquarters. seek and connects them to their com- content areas, which combine to form a news web sites each month. Pages 2-5 can be found on In accordance with the rules of the New York Stock Exchange, our chief executive officer, munities of interest through multiple uniquely powerful and comprehensive In addition, the company operates 23 Page 90 of the 10-K. platforms including web sites, mobile portfolio of offerings for consumers and television stations in 19 U.S. markets with has certified, without qualification, that such officer is not aware of any violation by Gannett and tablet products, print publications clients alike. a total market reach of nearly 21 million of the NYSE’s corporate governance listing standards. and TV stations. Gannett reaches 54.6 million unique households, 18.1% of the U.S. popula- Gannett’s understanding of its visitors monthly or about 24.7% of the tion. Each of these stations also operates FOR MORE INFORMATION communities and its local market rela- U.S. Internet audience via digital plat- locally oriented digital platforms offering News and information about Gannett is available on our web site. Quarterly earnings infor- tionships, many of which have spanned forms, including CareerBuilder.com, the news, entertainment and advertising mation will be available around the middle of April, July and October 2013. Shareholders Printed on recycled paper. decades, gives the company a strong nation’s top human capital solutions site, content. Through its Captivate subsidiary, who wish to contact the company directly about their Gannett stock should call Shareholder advantage. USATODAY.com, USA TODAY Sports which operates video screens in elevators Services at Gannett headquarters, 703-854-6960. This report was printed using As a digital media leader, the com- Digital Properties and more than 100 of office buildings and select hotel lobbies soy-based inks. The entire report pany provides access to content on more digital platforms affiliated with its local across North America, the company’s Gannett Headquarters contains 10% total recovered than 400 local mobile and tablet products media organizations across the country. broadcasting group delivers news, infor- 7950 Jones Branch Drive fiber/all post-consumer waste. and leading applications for iPad, iPhone, Gannett also provides its content through mation and advertising to a highly desir- McLean, VA 22107 Kindle and Android. Through key acquisi- 82 daily U.S. publications, including able demographic in key urban markets. 703-854-6000 FINANCIAL SUMMARY Operating revenues, in millions In thousands, except per share amounts 10 $5439 2012 2011 Change Operating revenues .......................... $ 5,353,197 $ 5,239,989 2% 11 $5240 12 $5353 Operating income ........................... $ 789,755 $ 830,791 (5%) Income from continuing operations Income from continuing operations attributable to Gannett Co., attributable to Gannett Co., Inc. ....... $ 424,280 $ 458,748 (8%) Inc. before asset impairment and other special items, in millions Income per share from continuing operations – diluted ........................ $ 1.79 $ 1.89 (5%) 10 $591 (1) Income from continuing operations 11 $518 (1) attributable to Gannett Co., Inc. 12 $551 (1) before asset impairment and other special items (1) ............................... $ 551,061 $ 518,193 6% Income per diluted share from continuing operations before Income per diluted share from asset impairment and other special items continuing operations before asset impairment and other charges (1) .... $ 2.33 $ 2.13 9% 10 $2.44 (1) 11 $2.13 (1) Free cash flow (2) ............................. $ 697,994 $ 775,261 (10%) 12 $2.33 (1) Working capital ................................ $ 138,204 $ 173,608 (20%) Long-term debt ............................... $ 1,432,100 $ 1,760,363 (19%) Total assets ....................................... $ 6,379,886 $ 6,616,450 (4%) Capital expenditures ....................... $ 91,874 $ 72,451 27% Shareholders’ equity......................... $ 2,350,614 $ 2,327,891 1% Dividends declared per share .......... $ 0.80 $ 0.24 233% Weighted average common shares outstanding – diluted ............. 236,690 242,768 — (1) Results for 2012 exclude pre-tax asset impairment and other special items of $178 million ($127 million after tax or $.54 per share). Results for 2011 exclude pre-tax asset impairment and other special items of $146 million ($59 million after tax or $.26 per share). Results for 2010 exclude pre-tax asset impairment and other special items of $71 million ($23 million after tax or $.10 per share). These charges are more fully discussed in the Manage-