UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


FORM 10-Q

 


 

xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended AprilJuly 1, 2007

OR

 

¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


Commission file number 1-6961


GANNETT CO., INC.

(Exact name of registrant as specified in its charter)

 


Delaware 16-0442930

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

7950 Jones Branch Drive, McLean, Virginia 22107-0910
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (703) 854-6000.

 


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer  x                    Accelerated Filer  ¨                    Non-Accelerated Filer  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):    Yes  ¨    No  x

The total number of shares of the registrant’s Common Stock, $1 par value, outstanding as of AprilJuly 20, 2007, was 234,668,602.232,896,353.

 


1


PART I. FINANCIAL INFORMATION

Items 1 and 2. Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations

Items 1 and 2. Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of  Operations

MANAGEMENT’S DISCUSSION AND ANALYSIS OF OPERATIONS

Operating Summary and Key Business Transactions

In May 2007, the company completed the sale of the Norwich (CT) Bulletin; the Rockford (IL) Register Star; the Observer-Dispatch in Utica, NY; and The Herald-Dispatch in Huntington, WV to GateHouse Media, Inc. and contributed the Chronicle-Tribune in Marion, IN to the Gannett Foundation. In connection with these transactions, the company recorded a net after-tax gain of $73.8 million in discontinued operations. For all periods presented, results from these businesses have been reported as discontinued operations.

The company completed the acquisition of KTVD-TV in Denver in June 2006 and the acquisition of WATL-TV in Atlanta in August 2006. These acquisitions created the company’s second and third broadcast station duopolies.

Earnings from continuing operations per diluted share were $0.90 for the firstsecond quarter of 2007were $1.24 as compared with $0.99 for the first quarter of 2006.to $1.28 last year and year-to-date were $2.11 as compared to $2.25 last year. Operating revenues decreased 1%3% to $1.87$1.9 billion in the second quarter and 2% to $3.8 billion in the first quarter,six months, reflecting the impact oflower advertising demand at domestic newspaper properties, the absence of over $22.0 million of Olympics related television ad spending, as well as the absence of politically related advertising atdemand that benefited the company’s broadcast stations.second quarter 2006.

Operating income was $399 million for the firstsecond quarter of 2007was $483.2 million compared to $528.1 million last year and $419year-to-date was $875.4 million as compared to $940.2 last year. Income from continuing operations for the firstsecond quarter of 2006.was $289.9 million compared to $304.5 million last year and year-to-date was $496.2 million as compared to $535.4 last year. Results were positively impacted by UKour Newsquest newspaper operations in the UK, helped by a stronger UK pound, andalong with positive on-line revenue company wide.across the company. Our domestic community newspapers, however, faced softening ad demand, particularly in key classified categories. For broadcasting, the acquisition of the additional television stations in Denver and Atlanta, and strong results for Captivate Network, Inc. and online, partially offset the absence of over $22$8.0 million of Olympicspolitically related ad spending. However, advertising demand was tempered by severe weather, the absence of the final week in the calendar year, which was included insecond quarter.

Net income increased 18% to $365.7 million for the firstsecond quarter of 2006, and 6% to $576.3 million for the softening domestic real estate market.

To provide better comparisons of operating results in light of acquisitions, dispositions and other transactions that have closed prior to April 1, 2007, the company provides pro forma amounts and discussion when comparing our first quarter of 2007 resultsyear-to-date as compared to the same periodperiods in 2006.

In May 2007, The increase was driven by the company sold four daily newspapers to GateHouse Media, Inc. for $410 million and will record asecond quarter net gain of $73.8, net of tax, on the disposal of newspaper businesses.

Newspaper Results

Transactions affecting newspaper comparisons include the sale in the second quarter. The four include:of the Norwich (CT) Bulletin; the Rockford (IL) Register Star; the Observer-Dispatch in Utica, NY; and The Herald-Dispatch in Huntington, WV. BeginningWV to GateHouse Media, Inc. and the contribution of the Chronicle-Tribune in Marion, IN to the second quarter of 2007Gannett Foundation. For all periods presented, results from these businesses will behave been reported as discontinued operations. Refer to Note 4 – Acquisitions, investmentsoperations and dispositions for additional information.

Newspaper Resultsare therefore excluded from the discussion which follows.

Reported newspaper publishing revenues decreased $11.8 million or 0.7%4% to $1.7 billion from $1.8 billion in the second quarter and decreased 2% to $3.4 billion from $3.5 billion year-to-date. Domestic advertising revenues decreased 8% for the second quarter and 6% for the first quarter of 2007,six months as compared to the first quarter of 2006, primarily due to softersame periods in 2006. In local currency, advertising demand including the effects of severe weather, the absence of the final weekrevenues in the calendar year, which was included inUK decreased 2% for the firstsecond quarter of 2006, and the softening domestic real estate market. Domestic advertising revenues decreased 5%less than 1% for the first quarter.six months. On a constant currency basis total newspaper advertising revenue would have decreased 4%7% for the first quarter.second quarter and 5% year-to-date. The average exchange rate used to translate UK newspaper results from Sterling to U.S. dollars increased 12%9% to 1.99 from 1.751.82 for the firstsecond quarter 2006and increased 10% to 1.951.97 from 1.79 for the first quarter 2007.year-to-date.

Newspaper operating revenues are derived principally from advertising and circulation sales, which accounted for 74% and 19%18%, respectively, of total newspaper revenues for the firstsecond quarter ofand 74% and 19% year-to-date 2007. Advertising revenues include amounts derived from advertising placed with newspaper related internet web sites as well as print products. Other publishing revenues are mainly from commercial printing operations, PointRoll Inc., and earnings from the company’s 50% owned joint operating agency in Tucson, revenue from PointRoll and earnings from its 19.49% equity interest in the California Newspapers Partnership, and its 40.6% equity interest in the Texas-New Mexico Newspapers Partnership. The table below presents these components of reported revenues for the second quarter and first quartersix months of 2007 and 2006.

2


Newspaper publishing revenues, in thousands of dollars

 

First Quarter

  2007  2006  % Change 
  2007  2006  % Change 

Second Quarter

      

Newspaper advertising

  $1,242,878  $1,266,891  (2)  $1,281,555  $1,353,150  (5)

Newspaper circulation

   323,986   324,050  —      312,506   314,542  (1)

Commercial printing and other

   121,272   109,025  11    129,498   122,745  6 
                    

Total

  $1,688,136  $1,699,966  (1)  $1,723,559  $1,790,437  (4)
                    

 

2


   2007  2006  % Change 

Year-to-date

      

Newspaper advertising

  $2,503,182  $2,598,378  (4)

Newspaper circulation

   630,041   631,934  —   

Commercial printing and other

   249,271   230,171  8 
            

Total

  $3,382,494  $3,460,483  (2)
            

The tables below present the componentsprincipal categories of reported newspaper advertising revenues for the first quarter of 2007 and 2006.advertising.

Advertising revenues, in thousands of dollars

 

First Quarter

  2007  2006  % Change 
  2007  2006  % Change 

Second Quarter

      

Local

  $522,371  $523,882  —     $550,857  $573,812  (4)

National

   195,322   202,344  (3)   200,815   206,427  (3)

Classified

   525,185   540,665  (3)   529,883   572,911  (8)
                    

Total advertising revenue

  $1,242,878  $1,266,891  (2)  $1,281,555  $1,353,150  (5)
                    

   2007  2006  % Change 

Year-to-date

      

Local

  $1,069,634  $1,089,042  (2)

National

   380,028   395,025  (4)

Classified

   1,053,520   1,114,311  (5)
            

Total advertising revenue

  $2,503,182  $2,598,378  (4)
            

The company’s growth over the years has been partly through the acquisition of new businesses and strategic partnership investments. To facilitate an analysis of operating results, certain information discussed below is on a pro forma basis, which means that results are presented as if all properties owned at the end of the firstsecond quarter of 2007 were owned on the same basis throughout the periods discussed. The company consistently uses, for individual businesses and for aggregated business data, pro forma reporting of operating results in its internal financial reports because it enhances measurement of performance by permitting comparable comparisons with prior period historical data. Likewise, the company uses this same pro forma data in its external reporting of key financial results and benchmarks.

In the tables that follow, newspaper advertising linage and related revenues are presented on a pro forma basis. Advertising revenues for Newsquest and all non-daily publications are reflected in the amounts below, however, advertising linage and preprint distribution statistics for these businesses are not included.

The tables below present the components of pro forma newspaper advertising revenues for the second quarter and first quartersix months of 2007 and 2006.

3


Advertising revenues, in thousands of dollars (pro forma)

 

First Quarter

  2007  2006  % Change 
  2007  2006  % Change 

Second Quarter

      

Local

  $522,371  $519,023  1   $550,857  $574,079  (4)

National

   195,322   205,078  (5)   200,815   206,495  (3)

Classified

   525,185   541,627  (3)   529,883   572,911  (8)
                    

Total advertising revenue

  $1,242,878  $1,265,728  (2)  $1,281,555  $1,353,485  (5)
                    
Advertising linage, in thousands of inches, and preprint distribution, in millions (pro forma) 

First Quarter

  2007  2006  % Change 

Local

   7,819   8,024  (3)

National

   853   959  (11)

Classified

   12,457   13,284  (6)
          

Total Run-of-Press linage

   21,129   22,267  (5)
          

Preprint distribution

   2,852   2,908  (2)
          

 

   2007  2006  % Change 

Year-to-date

      

Local

  $1,069,634  $1,088,792  (2)

National

   380,028   394,692  (4)

Classified

   1,053,520   1,114,061  (5)
            

Total advertising revenue

  $2,503,182  $2,597,545  (4)
            

3

Advertising linage, in thousands of inches, and preprint distribution, in millions (pro forma)


   2007  2006  % Change 

Second Quarter

      

Local

  7,604  8,154  (7)

National

  684  726  (6)

Classified

  12,505  13,792  (9)
          

Total Run-of-Press linage

  20,793  22,672  (8)
          

Preprint distribution

  2,705  2,823  (4)
          

   2007  2006  % Change 

Year-to-date

      

Local

  15,424  16,178  (5)

National

  1,536  1,684  (9)

Classified

  24,962  27,075  (8)
          

Total Run-of-Press linage

  41,922  44,937  (7)
          

Preprint distribution

  5,556  5,731  (3)
          

The tables below reconcile advertising revenues on a pro forma basis to advertising revenues on a GAAP basis, in thousands of dollars.

 

First Quarter

  2007  2006
  2007  2006 

Second Quarter

    

Pro forma advertising revenues

  $1,242,878  $1,265,728  $1,281,555  $1,353,485 

Net effect of acquisitions and dispositions

   —     1,163

Net effect of transactions

   —     (335)
             

As reported advertising revenues

  $1,242,878  $1,266,891  $1,281,555  $1,353,150 
             

4


   2007  2006

Year-to-date

    

Pro forma advertising revenues

  $2,503,182  $2,597,545

Net effect of transactions

   —     833
        

As reported advertising revenues

  $2,503,182  $2,598,378
        

The trends discussed below for the newspaper segment are for both reported and pro forma results.

Newspaper advertising revenues decreased 5% from $1.4 billion to $1.3 billion for the first quarter 2007 decreased 2% over the first quarter of 2006. UK results were stronger than U.S. results assecond quarter. UK newspaper advertising increased 13% and6% reflecting a stronger currency exchange rate, while US domestic newspaper advertising decreased 5%8%. For the year-to-date period, pro forma newspaper advertising revenues declined 4%. On a constant currency basis UK advertisingnewspaper ad revenues increased 1%.decreased 7% for the quarter and 5% year-to-date.

For the firstsecond quarter of 2007 local advertising revenues were 0.6% higher.4% lower and year-to-date declined 2%. On a pro forma constant currency basis, local advertising decreased 0.5%.5% for the quarter and 3% year-to-date. Local advertising in the U.S. was down 5% for the quarter was down 0.6%.and 3% year-to-date. These results reflect lower department store advertising, and declines in furniture and home improvement categories as the cyclical slowdown in real estate and housing impacted these retailers.

National advertising revenues for the firstsecond quarter of 2007 were down 4.8%.3% due primarily to softness in entertainment, telecommunications and automotive categories. USA TODAY advertising revenues decreased 8%,1% for the quarter, however ad revenue rose 7% in part due to the absence of Olympics related advertising.June. Year-to-date national advertising revenues were down 4% including a 4% decline at USA TODAY. Paid advertising pages at USA TODAY were 9041,034 for the firstsecond quarter compared with 1,012to 1,098 for the same period last year and 1,937 year-to-date compared to 2,110 last year.

For the first quarter of 2007, classifiedClassified advertising revenues decreased 3%.8% for the quarter and 5% year-to-date due primarily to lower ad demand as a result of the softening domestic real estate market in the west and southeast, specifically Florida, Arizona, California and Nevada. Classified real estate revenues were down 10% for the quarter and 6% year-to-date, employment revenues were down 7% for the quarter and 5% year-to-date, and auto revenues decreased 14% for the quarter and year-to-date. On a constant currency basis, classified advertising revenues were down 6%. Classified real estate revenues were down 2%, employment revenues were down 2% and auto revenues decreased 14%10% for the first quarter.quarter and 8% year-to-date. Classified results in our UK newspapers, which were stronger than in the U.S,U.S., decreased 2% for the quarter and increased 2%slightly year-to-date on a constant currency basis. While the real estate category was the weakest domestically, on a constant currency basis this category increased 3% for the quarter and 6% year-to-date in the UK.

Total domestic newspaper online revenues were strong during the firstsecond quarter ofand year-to-date 2007, increasing 12% over 2006.and 11% respectively. UK online revenues increased 55%49% and 52% on a constant currency basis.basis for the quarter and year-to-date, respectively.

Circulation revenues decreased less than 1% for the second quarter and remained unchanged for the first quartersix months of 2007. Net paid daily circulation for the company’s newspapers, excluding USA TODAY, declined 2%3% in the second quarter and the first quartersix months of 2007 and2007. Sunday net paid circulation was down 3%.4% from the comparable quarter and year-to-date periods of last year. USA TODAY circulation increased 2%1% in the second quarter and the first quartersix months of 2007. In the March Publishers Statement submitted to ABC, circulation for USA TODAY for the previous six months increased 0.2% from 2,272,815 in 2006 to 2,278,022 in 2007, or 0.2% higher.2007.

Commercial printing and other revenue increased 11%6% for the firstsecond quarter of 2007and 8% year-to-date primarily due to an increase in commercial printing business and revenues associated with PointRoll.

Reported newspaper operating expenses were down slightly2% for the firstsecond quarter of 2007, reflectingand 1% year-to-date. This reflects strong cost controls and a decline in newsprint expense which more than offset approximately $9.0 million of second quarter severance and other business consolidation costs. Newsprint expense decreased 8% for the quarter with a 9% decline in usage offset by a slight1% increase in price. Year-to-date, newsprint expense.expense declined 4% on an 8% decline in usage offset by a 4% increase in price. On a pro forma constant currency basis, excluding depreciation and amortization, operating expenses decreased 2%. Newsprint expense increased less than 1% on a 7% usage decline offset by a 7% increase in price.4% for the quarter and 3% year-to-date 2007. For the remainder of 2007, newsprint prices are expected to decline.be below prior year levels and consumption is also expected to be lower.

Newspaper operating income decreased $40.6 million or 9% for the quarter decreased $9.9and $50.4 million or 3%,6% for the year-to-date, reflecting the softer ad revenue resultschallenging advertising environment discussed above.

5


Broadcasting Results

The company completed the acquisitions of KTVD-TV in Denver in late June 2006 and WATL-TV in Atlanta in early August 2006, which created the company’s second and third duopolies.

Broadcasting includes results from the company’s 23 television stations and Captivate Network, Inc. Reported broadcasting revenues increased slightlywere $204.7 million in the firstsecond quarter compared to $183.1$205.4 million from $182.6in 2006. Year-to-date revenues remained even at approximately $388.0 million, reflecting primarilythe absence of politically related advertising offset by the addition of KTVD-TV and WATL-TV.WATL-TV and increased revenue at Captivate. On a pro forma basis, broadcasting revenues would have decreased 7% from $195.3$219.0 million to $183.1$204.7 million orfor the second quarter. The year-to-date pro forma decline in revenues was 6%. from $414.3 million to $387.7 million. The reportedsecond quarter results reflect the absencea decrease of approximately $22$8.0 million in political advertising revenue, related to the Winter Olympic Games on the company’s NBC affiliatesand lower automotive advertising, partially offset by an increase in online revenues and strong revenue growth at Captivate.

Reported television revenues, which excludeexcluding Captivate, were even withdown slightly in the firstsecond quarter, 2006, with local revenues up 3%2% and national revenues down 9%8%. On a pro forma basis, television revenues decreased 7% for the quarter with local revenues down 5%7% and national revenues down 12%. For the first six months of 2007, reported television revenues decreased 1% with local revenues up 3% and national revenues down 8%. For the first six months of 2007, on a pro forma basis, television revenues decreased 7% with local revenues down 6% and national revenues down 13%.

Reported broadcasting operating expenses increased 7%5% for the second quarter and 6% for the first quartersix months of 2007, to $119$117.3 million and $236.2 million, respectively, primarily due to the acquisition of the two broadcast stations. Assuming the company had owned the same properties as of AprilJuly 1, 2007 for all periods presented, broadcasting operating expenses would have increased less thandecreased 2% for the second quarter and 1%. for the first six months of 2007.

Reported operating income from broadcasting was down $7.6$5.9 million or 11%6% in the first quarter.second quarter and $13.5 million or 8% year-to-date.

4


Corporate Expense

Corporate expenses in the second quarter were $23.1$18.7 million for the quarter as compared with $20.1 last year, primarilyto $20.3 million due to lower stock compensation expense, reflecting fewer options granted at a lower fair value. Year-to-date corporate expenses were $41.8 million as compared to $40.8 million due to the timing of certain stock based compensation awards.awards in the first quarter. The company anticipates total stock based compensation expense for the full year will be below the annual 2006 amount.

Non-Operating Income and Expense

The company’s interest expense increased $8.2decreased $1.0 million or 13%1% for the quarter primarily due to lower outstanding debt levels, but increased $7.3 million or 6% year-to-date, reflecting higher short-term interest rates. The daily average outstanding balance of commercial paper was $2.12$2.36 billion during the second quarter of 2007 and $2.95 billion during the second quarter of 2006. The daily average outstanding balance of commercial paper was $2.24 billion during the first quartersix months of 2007 and $3.55$3.25 billion during the first quartersix months of 2006. The weighted average interest rate on commercial paper was 5.38%5.4% and 4.44%4.9% for the first quarterssecond quarter of 2007 and 2006, respectively. For the year-to-date periods of 2007 and 2006, the weighted average interest rate on commercial paper was 5.4% and 4.6%, respectively. For average outstanding total debt, the weighted average interest rate was 5.4% for the quarter as compared to 5.1% last year and 5.4% year-to-date as compared to 4.9% last year.

Because the company has $2.47$1.25 billion in commercial paper obligations at April 1, 2007 that have relatively short-term maturity dates, and the company has $750 million of floating-rate term debt, and $1.00 billion of floating rate convertible notes at July 1, 2007, the company is subject to changes in the amount of interest expense it might incur. Assuming the current level of commercial paper borrowings of $2.47$1.25 billion and $750 million$1.75 billion of floating rate notes, a 1/2% increase or decrease in the average interest rate for commercial paper and floating rate notes would result in an increase or decrease in annual interest expense of $16.1$15.0 million.

Non-operating income and expense includes a gain from the sale of real estate, investment income and gains, as well as costsand equity income or losses associated with certain minority interest investments in online/new technology businesses. These expenses are higherNet non-operating income in 2007 primarily due toresults from the absence of theland sale gain on the sale of the company’s 10.5% interest in the Cincinnati Reds baseball team in the firstsecond quarter, of 2006.improved performance from our internet investments, and higher investment income.

6


Provision for Income Taxes

The company’s effective income tax rate for continuing operations was 33.0%32.5% for the second quarter and 32.6% for the first quartersix months of 2007 compared to 33.6%33.5% for the same periodperiods last year. The lower tax rate for the quarter2007 is primarily due to the increasedsettlement of certain state tax issues and additional benefit from the American Jobs Creation Act for certain domestic production activities.

Income from Continuing Operations

The company’s income from continuing operations was $289.9 million for the second quarter 2007 and $496.2 million for the year-to-date 2007 compared to $304.5 million for the second quarter 2006 and $535.4 million for the year-to-date 2006. Earnings from continuing operations per diluted share for the second quarter of 2007 were $1.24 versus $1.28 for the second quarter 2006, and were $2.11 for the first six months of 2007 versus $2.25 for the first six months of 2006.

Discontinued Operations

Earnings from discontinued operations represent the combined operating results (net of income taxes) of the Norwich (CT) Bulletin, the Rockford (IL) Register Star, the Observer-Dispatch in Utica, NY and The Herald-Dispatch in Huntington, WV that were sold to GateHouse Media, Inc. on May 7, 2007 and the Chronicle-Tribune in Marion, IN that was contributed to the Gannett Foundation on May 21, 2007. The revenues and expenses from each of these properties have, along with associated income taxes, been removed from continuing operations and netted into a single amount on the Statement of Income titled “Income from the operation of discontinued operations, net of tax” for each period presented.

Taxes provided on the earnings from discontinued operations totaled $1.3 million and $3.8 million for the second quarters of 2007 and 2006, respectively, and $4.1 million and $6.6 million for year-to-date 2007 and 2006, respectively. This includes U.S. manufacturing deduction.federal and state income taxes and represents an effective rate of approximately 39%. Also included in discontinued operations is the $73.8 million net after tax gain recognized in the second quarter of 2007 on the disposal of these properties. Taxes provided on the gain totaled approximately $139.8 million, covering U.S. federal and state income taxes and represent an effective rate of 65%. The excess of this effective rate over the U.S. statutory rate of 35% is due principally to the non-deductibility of goodwill associated with the properties disposed.

Earnings from discontinued operations, excluding the gain, per diluted share were $0.01 and $0.03 for the second quarters of 2007 and 2006, respectively. On a year-to-date basis earnings were $0.03 and $0.04 for 2007 and 2006, respectively. Second quarter earnings per diluted share for the gain on the disposition of these properties were $0.31.

Net Income

The company’s net income was $210.6$365.7 million for the firstsecond quarter of 2007and $576.3 million for the year-to-date compared to $235.3$310.5 million and $545.8 million for the same periods in 2006. Net income per diluted share was $0.90$1.56 versus $0.99$1.31 for the firstsecond quarter 2006. Lowerand for the year-to-date it was $2.45 versus $2.29. Higher results for 2007 reflect the absence of Olympics related advertising, softer domestic newspaper advertising demand, higher interest rates, and the impact of the gain on the saledisposal of the Cincinnati Reds in the first quarter 2006.newspaper businesses.

The weighted average number of diluted shares outstanding for the firstsecond quarter of 2007 totaled 235,005,000234,605,000 compared to 238,375,000237,767,000 for the firstsecond quarter of 2006. For the first six months of 2007 and 2006, the weighted average number of diluted shares outstanding totaled 234,814,000 and 238,084,000, respectively. The decline in outstanding shares is the result of the company’s share repurchase program under which approximately 4.0 million shares were repurchased during 2006 as well as 129,0001.6 million shares repurchased during the first quarteryear-to-date 2007. See Part II, Item 2 for information on share repurchases.

Liquidity, Capital Resources, Financial Position, and Statements of Cash Flows

The company’s cash flow from operating activities was $386.4$648.9 million for the first threesix months of 2007, up from $333.5lower than the $680.1 million in the first threesix months of 2006. The increase is primarily due to changes in accounts receivabledecrease reflects lower newspaper and accounts payable positions in the first quarter of 2007 as compared to the first quarter of 2006.broadcast earnings and cash flow from continuing operations.

Cash flows used infrom the company’s investing activities totaled $560.0$252.5 million for the threesix months of 2007, reflecting $438.9 million of proceeds from the sale of assets and $20.3 million of proceeds from investments. These cash inflows were partially offset by a $524.8$58.5 million increase in marketable securities, $28.8$60.0 million of capital spending, $11.5$21.0 million of payments for acquisitions (discussed in Note 4 to the financial statements), and $12.5$67.1 million invested in existing equity holdings including the California Newspapers Partnership and ShopLocal.com. These cash outflows were partially offset by $9.6 million of proceeds from the sale of assets and $8.1 million of proceeds fromfor investments.

7


Cash flow fromflows used in financing activities totaled $198.4$879.0 million for the first threesix months of 2007 reflecting net borrowingsdebt repayments of $272.2$653.7 million, which were partially offset by the payment of dividends totaling $72.8$145.6 million and the repurchase of common stock of $7.2$90.4 million. The company’s regular quarterly dividend of $0.31 per share, which was declared in the firstsecond quarter of 2007, totaled $72.8$72.7 million and was paid in AprilJuly 2007. On July 24, 2007, the Board of Directors approved a 29% increase in the company’s quarterly dividend to $0.40 per share. The new quarterly dividend is payable October 1, 2007 to shareholders of record on September 14, 2007.

On July 25, 2006, the Board of Directors authorized the repurchase of an additional $1 billion of the company’s common stock. The shares will be repurchased at management’s discretion, either in the open market or in privately negotiated block transactions. Management’s decision to repurchase shares will depend on price, availability and other corporate developments. Purchases will occur from time to time and no maximum purchase price has been set. As of AprilJuly 1, 2007, the company had remaining authority to repurchase up to $1,090 million$1 billion of the company’s common stock. For more information on the share repurchase program, refer to Item 2 of Part II of this Form 10-Q.

In June 2007, the company issued $1.0 billion aggregate principal amount of unsecured senior convertible notes due 2037 in an underwritten public offering. Proceeds from the notes were used to repay commercial paper obligations. The convertible notes bear interest at a floating rate equal to one month LIBOR, reset monthly, minus twenty-three basis points. At issuance, the conversion rate of these notes was 10.853 shares of Gannett common stock per $1,000 principal amount of the convertible notes, resulting in an initial conversion price per share of $92.14. The holder can convert these notes into cash and shares of the company’s common stock, if any, prior to maturity, subject to the company’s option to deliver cash in lieu of shares. The company may redeem all or some of the convertible notes for cash at any time on or after July 15, 2008 at 100% of their principal amount plus any accrued and unpaid interest. On July 15, 2008, 2009, 2012, 2017, 2022, 2027 and 2032, or upon the occurrence of a change in control, the holders of the convertible notes may require the company to repurchase the convertible notes for cash at a price equal to 100% of the principal amount of the notes submitted for repurchase, plus any accrued and unpaid interest.

5


On April 2, 2007, the first day of the second quarter, the company paid the $700 million aggregate principal amount of 5.50% notes and accrued interest that was due. This payment was funded by borrowings at the end of the first quarter in the commercial paper market and from investment of the proceeds of $525 million in marketable securities. On April 2, 2007, the company liquidated the marketable securities and made the $700 million debt payment, reducing total debt for the company to $5.0 billion.

Other receivables in the Condensed Consolidated Balance Sheets reflect refunds receivable from the Internal Revenue Service for tax years 1995 to 2003,2005, as well as refunds from various U.S. state tax jurisdictions.

The company adopted the provisions of FASB Interpretation No. 48 “Accounting for Uncertainty in Income Taxes” (FIN No. 48) on January 1, 2007. As a result of the implementation of FIN No. 48, the company reclassified $197 million of estimated income taxes payable from short-term to long-term. At this time, the timing of these future cash outflows is not certain.

The company’s operations have historically generated strong positive cash flow which, along with the company’s program of issuing commercial paper and maintaining bank revolving credit agreements, has provided adequate liquidity to meet the company’s requirements, including those for acquisitions.

The company regularly issues commercial paper for cash requirements and maintains revolving credit agreements equal to or in excess of any commercial paper outstanding. The company’s commercial paper has been rated A-2 and P-2 by Standard & Poor’s (S&P) and Moody’s Investors Service, respectively. The company’s senior unsecured long-term debt is rated A- by Standard & Poor’s and A3 by Moody’s Investors Service. Subsequent to the end of the quarter, S&P affirmed its A-2 short-term rating for the company but announced that the long-term debt rating was on CreditWatch with negative implications. S&P stated that a downgrade, if any, would be limited to one notch.

The company has an effective universal shelf registration statement with the Securities and Exchange Commission under which an unspecified amount of securities may be issued. Proceeds from any takedowns off the shelf will be used for general corporate purposes, including capital expenditures, working capital, securities repurchase programs, repayment of debt and the financing of acquisitions.

The company’s foreign currency translation adjustment, included in accumulated other comprehensive income and reported as part of shareholders’ equity, totaled $716.3$790.9 million at the end of the firstsecond quarter 2007 versus $698.9 million at December 31,the end of 2006. This reflects an increase in the exchange rate for British Pound Sterling. Newsquest’s assets and liabilities at AprilJuly 1, 2007 were translated from Sterling to U.S. dollars at an exchange rate of 1.972.01 versus 1.96 at the end of 2006. For the second quarter and first quartersix months of 2007, Newsquest’s financial results were translated at an average rate of 1.95,1.99 and 1.97, respectively, compared to 1.751.82 and 1.79 last year.

The company is exposed to foreign exchange rate risk primarily due to its operations in the United Kingdom, for which Sterling is the functional currency. Translation gains or losses affecting the Condensed Consolidated Statements of Income have not been significant in the past. If the price of Sterling against the U.S. dollar had been

8


10% more or less than the actual price, reported net income for 2007 would have increased or decreased approximately 3%4% for the second quarter and 2% for the first quarter of 2007.six months.

Certain Factors Affecting Forward-Looking Statements

Certain statements in this Quarterly Report on Form 10-Q contain forward-looking information. The words “expect”, “intend”, “believe”, “anticipate”, “likely”, “will” and similar expressions generally identify forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results and events to differ materially from those anticipated in the forward-looking statements. The company is not responsible for updating or revising any forward-looking statements, whether the result of new information, future events or otherwise, except as required by law.

Potential risks and uncertainties which could adversely affect the company’s ability to obtain these results include, without limitation, the following factors: (a) increased consolidation among major retailers or other events which may adversely affect business operations of major customers and depress the level of local and national advertising; (b) an economic downturn in some or all of the company’s principal newspaper or broadcasting markets leading to decreased circulation or local, national or classified advertising; (c) a decline in general newspaper readership and/or advertiser patterns as a result of competitive alternative media or other factors; (d) an increase in newsprint or syndication programming costs over the levels anticipated; (e) labor disputes which may cause revenue declines or increased labor costs; (f) acquisitions of new businesses or dispositions of existing businesses; (g) a decline in viewership of major networks and local news programming; (h) rapid technological changes and frequent new product introductions prevalent in electronic publishing; (i) an increase in interest rates; (j) a weakening in the Sterling to U.S. dollar exchange rate; and (k) general economic, political and business conditions.

 

69


CONDENSED CONSOLIDATED BALANCE SHEETS

Gannett Co., Inc. and Subsidiaries

Unaudited, in thousands of dollars

 

  Apr. 1, 2007 Dec. 31, 2006   Jul. 1, 2007 Dec. 31, 2006 

ASSETS

      

Current assets

      

Cash and cash equivalents

  $119,421  $94,256   $118,323  $94,256 

Marketable securities

   524,844   —      58,508   —   

Trade receivables, less allowance (2007 - $37,993; 2006 - $38,123)

   952,413   1,023,006 

Trade receivables, less allowance
(2007 - $37,527; 2006 - $38,123)

   974,738   1,023,006 

Other Receivables

   172,449   192,964    236,026   192,964 

Inventories

   124,029   120,802    117,066   120,802 

Prepaid expenses and other current assets

   99,843   100,991    79,965   100,991 
              

Total current assets

   1,992,999   1,532,019    1,584,626   1,532,019 
              

Property, plant and equipment

   

Cost

   5,025,554   5,010,110 

Property, plant and equipment Cost

   4,938,862   5,010,110 

Less accumulated depreciation

   (2,289,000)  (2,234,688)   (2,292,068)  (2,234,688)
              

Net property, plant and equipment

   2,736,554   2,775,422    2,646,794   2,775,422 
              

Intangible and other assets

      

Goodwill

   10,084,143   10,060,440    10,013,234   10,060,440 

Indefinite-lived and other amortized intangible assets, less accumulated amortization

   828,645   836,568    823,374   836,568 

Investments and other assets

   1,016,341   1,019,355    1,073,890   1,019,355 
              

Total intangible and other assets

   11,929,129   11,916,363    11,910,498   11,916,363 
              

Total assets

  $16,658,682  $16,223,804   $16,141,918  $16,223,804 
              

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

710


CONDENSED CONSOLIDATED BALANCE SHEETS

Gannett Co., Inc. and Subsidiaries

Unaudited, in thousands of dollars

 

  Apr. 1, 2007 Dec. 31, 2006   Jul. 1, 2007 Dec. 31, 2006 

LIABILITIES AND SHAREHOLDERS’ EQUITY

      

Current liabilities

      

Accounts payable and current portion of film contracts payable

  $256,752  $292,644 

Accounts payable and current portion of film Contracts payable

  $246,854  $292,644 

Compensation, interest and other accruals

   389,713   395,932    362,760   395,932 

Dividends payable

   73,035   72,984    72,897   72,984 

Income taxes

   49,135   190,430    188,488   190,430 

Deferred income

   176,816   164,958    195,681   164,958 
              

Total current liabilities

   945,451   1,116,948    1,066,680   1,116,948 
              

Income taxes

   196,657   —      187,229   —   

Deferred income taxes

   708,744   702,123    723,947   702,123 

Long-term debt

   5,482,475   5,210,021    4,557,564   5,210,021 

Postretirement medical and life insurance liabilities

   228,460   229,930 

Postretirement medical and life insurance Liabilities

   225,200   229,930 

Other long-term liabilities

   561,636   558,208    545,458   558,208 
              

Total liabilities

   8,123,423   7,817,230    7,306,078   7,817,230 
              

Minority interests in consolidated subsidiaries

   22,623   24,311    21,919   24,311 
              

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 

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

   703,950   685,900    713,511   685,900 

Retained earnings

   12,432,409   12,337,041    12,725,444   12,337,041 

Accumulated other comprehensive income

   327,624   306,298    406,108   306,298 
              
   13,788,402   13,653,658    14,169,482   13,653,658 
              

Less treasury stock, 89,715,308 shares and 89,674,730 shares, respectively, at cost

   (5,275,766)  (5,271,395)

Less treasury stock, 90,168,679 shares and 89,674,730 shares, respectively, at cost

   (5,355,561)  (5,271,395)
              

Total shareholders’ equity

   8,512,636   8,382,263    8,813,921   8,382,263 
              

Total liabilities and shareholders’ equity

  $16,658,682  $16,223,804   $16,141,918  $16,223,804 
              

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

811


CONDENSED CONSOLIDATED STATEMENTS OF INCOME

Gannett Co., Inc. and Subsidiaries

Unaudited, in thousands of dollars (except per share amounts)

 

  Thirteen weeks ended 

% Inc

(Dec)

   Thirteen Weeks Ended 

% Inc

(Dec)

  April 1, 2007 March 26, 2006   July 1, 2007 June 25, 2006 

Net Operating Revenues:

        

Newspaper advertising

  $1,242,878  $1,266,891  (1.9)  $1,281,555  $1,353,150  (5.3)

Newspaper circulation

   323,986   324,050  0.0    312,506   314,542  (0.6)

Broadcasting

   183,059   182,575  0.3    204,666   205,420  (0.4)

Other

   121,272   109,025  11.2    129,498   122,745  5.5
                   

Total

   1,871,195   1,882,541  (0.6)   1,928,225   1,995,857  (3.4)
                   

Operating Expenses:

        

Cost of sales and operating expenses, exclusive of depreciation

   1,074,270   1,075,078  (0.1)   1,052,476   1,079,525  (2.5)

Selling, general and administrative expenses, exclusive of depreciation

   325,296   319,234  1.9    320,636   320,768  —  

Depreciation

   63,571   61,159  3.9    63,012   59,708  5.5

Amortization of intangible assets

   8,855   7,764  14.1    8,855   7,764  14.1
                   

Total

   1,471,992   1,463,235  0.6    1,444,979   1,467,765  (1.6)
                   

Operating income

   399,203   419,306  (4.8)   483,246   528,092  (8.5)
                   

Non-operating income (expense):

        

Interest expense

   (72,945)  (64,721) 12.7    (66,400)  (67,374) (1.4)

Other

   (11,947)  (176) ***    12,539   (3,112) ***
                   

Total

   (84,892)  (64,897) 30.8    (53,861)  (70,486) (23.6)
                   

Income before income taxes

   314,311   354,409  (11.3)   429,385   457,606  (6.2)

Provision for income taxes

   103,700   119,100  (12.9)   139,500   153,100  (8.9)
                   

Income from continuing operations

   289,885   304,506  (4.8)
         

Discontinued Operations

    

Income from the operation of discontinued operations, net of tax

   1,963   5,991  (67.2)

Gain on disposal of newspaper businesses, net of tax

   73,814   —    ***
         

Net Income

  $210,611  $235,309  (10.5)  $365,662  $310,497  17.8
                   

Earnings per share-basic

  $0.90  $0.99  (9.1)

Earnings from continuing operations per share - basic

  $1.24  $1.28  (3.1)

Earnings from discontinued operations

    

Discontinued operations per share - basic

   0.01   0.03  (66.7)

Gain on disposal of newspaper businesses per share - basic

   0.32   —    ***
                   

Earnings per share-diluted

  $0.90  $0.99  (9.1)

Net Income per share - basic

  $1.56  $1.31  19.1
         

Earnings from continuing operations per share - diluted

  $1.24  $1.28  (3.1)

Earnings from discontinued operations

    

Discontinued operations per share - diluted

   0.01   0.03  (66.7)

Gain on disposal of newspaper businesses per share - diluted

   0.31   —    ***
         

Net Income per share - diluted

  $1.56  $1.31  19.1
                   

Dividends per share

  $0.31  $0.29  6.9   $0.31  $0.29  6.9
                   

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

912


CONDENSED CONSOLIDATED STATEMENTS OF INCOME

Gannett Co., Inc. and Subsidiaries

Unaudited, in thousands of dollars (except per share amounts)

   Twenty-six Weeks Ended  

% Inc

(Dec)

   July 1, 2007  June 25, 2006  

Net Operating Revenues:

    

Newspaper advertising

  $2,503,182  $2,598,378  (3.7)

Newspaper circulation

   630,041   631,934  (0.3)

Broadcasting

   387,725   387,995  (0.1)

Other

   249,271   230,171  8.3
           

Total

   3,770,219   3,848,478  (2.0)
           

Operating Expenses:

    

Cost of sales and operating expenses, exclusive of depreciation

   2,110,412   2,137,532  (1.3)

Selling, general and administrative expenses, exclusive of depreciation

   641,157   635,345  0.9

Depreciation

   125,548   119,851  4.8

Amortization of intangible assets

   17,710   15,528  14.1
           

Total

   2,894,827   2,908,256  (0.5)
           

Operating income

   875,392   940,222  (6.9)
           

Non-operating income (expense):

    

Interest expense

   (139,345)  (132,095) 5.5

Other

   592   (3,288) ***
           

Total

   (138,753)  (135,383) 2.5
           

Income before income taxes

   736,639   804,839  (8.5)

Provision for income taxes

   240,400   269,400  (10.8)
           

Income from continuing operations

   496,239   535,439  (7.3)
           

Discontinued Operations

    

Income from the operation of discontinued operations, net of tax

   6,221   10,367  (40.0)

Gain on disposal of newspaper businesses, net of tax

   73,814   —    ***
           

Net Income

  $576,274  $545,806  5.6
           

Earnings from continuing operations per share - basic

  $2.12  $2.25  (5.8)

Earnings from discontinued operations

    

Discontinued operations per share - basic

   0.03   0.04  (25.0)

Gain on disposal of newspaper businesses per share - basic

   0.31   —    ***
           

Net Income per share - basic

  $2.46  $2.30  7.0
           

Earnings from continuing operations per share - diluted

  $2.11  $2.25  (6.2)

Earnings from discontinued operations

    

Discontinued operations per share - diluted

   0.03   0.04  (25.0)

Gain on disposal of newspaper businesses per share - diluted

   0.31   —    ***
           

Net Income per share - diluted

  $2.45  $2.29  7.0
           

Dividends per share

  $0.62  $0.58  6.9
           

The accompanying notes are an integral part of these condensed consolidated financial statements.

13


CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Gannett Co., Inc. and Subsidiaries

Unaudited, in thousands of dollars

 

  Thirteen weeks ended   Twenty-six weeks ended 
  April 1, 2007 March 26, 2006   July 1, 2007 June 25, 2006 

Cash flows from operating activities:

      

Net Income

  $210,611  $235,309   $576,274  $545,806 

Adjustments to reconcile net income to operating cash flows:

      

Gain on sale of discontinued operations, net of tax

   (73,814)  —   

Depreciation

   63,571   61,159    126,969   121,883 

Amortization of intangibles

   8,855   7,764    17,710   15,528 

Minority interest

   333   372    781   840 

Stock-based compensation

   13,586   11,724    20,521   24,076 

Pension expense, net of pension contributions

   16,119   25,830    30,037   51,585 

Change in other assets and liabilities, net

   73,331   (8,631)   (49,595)  (79,643)
              

Net cash flow from operating activities

   386,406   333,527    648,883   680,075 
              

Cash flows from investing activities:

      

Purchase of property, plant and equipment

   (28,766)  (41,229)   (59,974)  (90,807)

Payments for acquisitions, net of cash acquired

   (11,504)  (42,159)   (20,972)  (57,086)

Payments for investments

   (12,531)  (17,354)   (67,144)  (19,783)

Proceeds from investments

   8,106   8,715    20,266   20,147 

Proceeds from sale of assets

   9,558   16,502    438,869   21,301 

(Increase) decrease in marketable securities

   (524,844)  93,794    (58,508)  93,803 
              

Net cash used for investing activities

   (559,981)  18,269 

Net cash from (used for) investing activities

   252,537   (32,425)
              

Cash flows from financing activities

      

Proceeds from (payments of) unsecured promissory notes and other indebtedness

   272,227   (287,098)

Proceeds from issuance of long-term debt, net of debt issuance fees

   1,000,000   —   

Payments of unsecured promissory notes and other indebtedness

   (953,663)  (391,709)

Payments of unsecured global notes

   (700,000)  —   

Dividends paid

   (72,763)  (69,027)   (145,598)  (138,081)

Cost of common shares repurchased

   (7,225)  (424)   (90,354)  (64,168)

Proceeds from issuance of common stock

   6,990   2,638    12,065   9,227 

Distributions to minority interest in consolidated partnerships

   (835)  (768)   (1,487)  (1,351)
              

Net cash used for financing activities

   198,394   (354,679)   (879,037)  (586,082)
              

Effect of currency rate change

   346   41    1,684   3,198 
              

Net increase (decrease) in cash and cash equivalents

   25,165   (2,842)

Net increase in cash and cash equivalents

   24,067   64,766 

Balance of cash and cash equivalents at beginning of period

   94,256   68,803    94,256   68,803 
              

Balance of cash and cash equivalents at end of period

  $119,421  $65,961   $118,323  $133,569 
              

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

1014


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AprilJuly 1, 2007

NOTE 1 – Basis of presentation

The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with the instructions for Form 10-Q and, therefore, do not include all information and footnotes, which are normally included in the Form 10-K and annual report to shareholders. The financial statements covering the thirteen week period and year-to-date ended AprilJuly 1, 2007, and the comparable periodperiods of 2006, reflect all adjustments which, in the opinion of the company, are necessary for a fair statement of results for the interim periods and reflect all normal and recurring adjustments which are necessary for a fair presentation of the company’s financial position, results of operations and cash flows as of the dates and for the periods presented.

In connection with the May 2007 the company sold four daily newspapers to GateHouse Media, Inc. for $410 million and will record a gain on the sale in the second quarter. The four include:of the Norwich (CT) Bulletin; the Rockford (IL) Register Star; the Observer-Dispatch in Utica, NY; and The Herald-Dispatch in Huntington, WV. BeginningWV to GateHouse Media, Inc. and the contribution of the Chronicle-Tribune in Marion, IN to the Gannett Foundation, the results for these newspaper businesses are presented in the second quarterCondensed Consolidated Statements of 2007, these businesses will be reportedIncome as discontinued operations. ReferAt July 1, 2007, there were no net assets related to Note 4 – Acquisitions, investmentsthese discontinued operations in the Condensed Consolidated Balance Sheets. Amounts applicable to the discontinued operations, which have been reclassified in the Statements of Income for the thirteen week and dispositions for additional information.twenty-six week periods ended July 1, 2007 and June 25, 2006, are as follows:

(in millions of dollars)

  Thirteen Weeks ended
July 1, 2007
  Thirteen Weeks ended
June 25, 2006

Revenues

  $11.8  $32.1

Pretax income

  $3.3  $9.8

Net income

  $2.0  $6.0

Gain (after tax)

  $73.8   —  

(in millions of dollars)

  Twenty-six Weeks ended
July 1, 2007
  Twenty-six Weeks ended
June 25, 2006

Revenues

  $41.0  $62.0

Pretax income

  $10.3  $17.0

Net income

  $6.2  $10.4

Gain (after tax)

  $73.8   —  

NOTE 2 – Recently issued accounting standards

In September 2006, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 157 “Fair Value Measurements” (SFAS No. 157). SFAS No. 157 establishes a common definition for fair value, creates a framework for measuring fair value, and expands disclosure requirements about such fair value measurements. SFAS No. 157 is effective for the company’s first quarter of 2008. Management is in the process of studying the impact of this interpretationstandard on the company’s financial accounting and reporting.

In February 2007, the FASB issued Statement of Financial Accounting Standards No. 159 “The Fair Value Option for Financial Assets and Financial Liabilities” (SFAS No. 159). This statement is effective for the company at the beginning of fiscal year 2008. SFAS No. 159 provides companies with an option to report selected financial assets and liabilities at fair value. Additionally, SFAS No. 159 also established presentation and disclosure requirements designed to facilitate comparisons between companies that choose different measurement attributes for similar types of assets and liabilities. Management is currently evaluating this standard and the impact on its financial accounting and reporting.

The company adopted the provisions of FASB Interpretation No. 48 “Accounting for Uncertainty in Income Taxes” (FIN No. 48) on January 1, 2007. Refer to Note 9 – Income taxes for additional information.

15


NOTE 3 – Equity based awards

Stock-based compensation

For the quarter ended AprilJuly 1, 2007 and March 26,June 25, 2006, options were granted for 773,10032,625 and 32,50092,832 shares, respectively. The following assumptions were used to estimate the fair value of those options.

 

  Year-to-date   Year-to-date
  2007 2006   2007 2006

Average expected term

  4.5  6   4.5 6.0

Expected volatility

  17.80% 11.46%  17.80% 

11.46% - 22.00%

Risk-free interest rates

  4.52% 4.32%  4.52% 

4.32% - 4.84%

Expected dividend yield

  2.07% 1.30%  2.07% 

1.30% - 1.40%

For the firstsecond quarter 2007, the company recorded stock-based compensation expense of $13.6$6.9 million, comprising $9.9consisting of $4.0 million for nonqualified stock options and $3.7$2.9 million for restricted shares including(including shares issuable under the company’s long-term incentive program (see Note 10 “Long-termprogram). For the year-to-date 2007, the company recorded stock-based compensation expense of $20.5 million, consisting of $13.9 million for nonqualified stock options and $6.6 million for restricted shares (including shares issuable under the long-term incentive program”)program). The related tax benefit for stock compensation was $5.2 million.$2.6 million for the second quarter and $7.8 million for the year-to-date period. On an after tax basis, total non-cash stock compensation expense was $8.4$4.3 million or $0.04$0.02 per share.share for the second quarter and $12.7 million or $0.05 per share year-to-date.

11


For the firstsecond quarter of 2006, the company recorded stock-based compensation expense of $11.7$12.4 million, consisting of $10.3 million for nonqualified stock options and $1.4$2.1 million for restricted shares including(including shares issuable under the long-term incentive program.program). For the year-to-date 2006, the company recorded stock based compensation expense of $24.1 million, consisting of $20.6 million for nonqualified stock options and $3.5 million for restricted shares (including shares issuable under the long-term incentive program). The related tax benefit for stock compensation expense was $4.5 million.$4.7 million for the second quarter and $9.1 million for the year-to-date period. On an after tax basis, total non-cash stock compensation expense was $7.2$7.7 million or $0.03 per share.share for the second quarter and $14.9 million or $0.06 per share year-to-date.

During the quarter and year-to-date ended AprilJuly 1, 2007, options for 125,32691,538 and 216,864 shares, respectively, of common stock were exercised. The company received $7$5.1 million and $12.1 million of cash, respectively, from the exercise of thethese options. The intrinsic value of the options exercised was approximately $0.8 million.$0.3 million for the quarter and $1.1 million for the year-to-date. The actual tax benefit realized from the tax deductions from the option exercises was $0.1 million for the quarter and $0.4 million for the year-to-date.

During the quarter and year-to-date ended June 25, 2006, options for 160,583 and 210,398 shares, respectively, of common stock were exercised. The company received $6.6 million and $9.2 million of cash, respectively, from the exercise of these options. The intrinsic value of the options exercised was approximately $2.5 million for the second quarter and $3.0 million for year-to-date. The actual tax benefit realized from the tax deductions from the options exercised was $0.3 million.

During$1.0 million for the second quarter ended March 26, 2006, optionsand $1.1 million for 49,815 shares of common stock were exercised. The company received $2.6 million of cash from the exercise of the options. The intrinsic value of the options exercised was approximately $0.5 million. The actual tax benefit realized from the tax deductions from the option exercised was $0.2 million.year-to-date.

Option exercises are satisfied through the issuance of shares from treasury stock.

16


A summary of the status of the company’s stock option awards as of AprilJuly 1, 2007 and changes thereto during the quarter then endedyear is presented below:

 

  Shares Weighted
Average
Exercise Price
  Weighted
Average
Remaining
Contractual
Term (in years)
  Aggregate
Intrinsic
Value
  Shares Weighted
Average
Exercise Price
  Weighted
Average
Remaining
Contractual
Term (in years)
  Aggregate
Intrinsic
Value

Outstanding at beginning of year

  28,920,680  $71.68      28,920,680  $71.68    

Granted

  774,751  $61.27      807,376  $61.08    

Exercised

  (125,326) $55.79      (216,864) $55.58    

Canceled

  (392,819) $73.59      (778,755) $73.64    
                    

Outstanding at quarter end

  29,177,286  $71.44  5.4  $2,843,730  28,732,437  $71.45  5.2  $874,000
                    

Options exercisable at quarter end

  24,169,881  $73.55  5.0  $2,755,834  23,779,061  $73.59  4.8  $843,000

Restricted Stock

In addition to stock options, the company issues stock-based compensation in the form of restricted stock. Restricted stock is an award of common stock that is subject to restrictions and such other terms and conditions as the Executive Compensation Committee determines. These awards entitle an employee to receive shares of common stock at the end of a four-year incentive period conditioned on continued employment. Compensation expense for restricted stock is recognized for the awards that are expected to vest. The expense is based on the fair value of the awards on the date of grant (equal to the market value of the company’s common stock on the date of grant)and is generally recognized on a straight-line basis over the four-year incentive period.

The company has also issued restricted stock to its Board of Directors. TheseUpon each annual meeting of shareholders, each director receives a long-term award of 1,250 shares of restricted stock or options to purchase 5,000 shares of stock. The restricted stock awards primarilygenerally vest over three years and expense is recognized on a straight-line basis over the three-year vesting period based on the fair value of the restricted stock on the date of grant. The options generally vest at 25% per quarter after the grant (equaldate and expense is recognized over that period.

Additionally, Directors may elect to receive their annual fees in restricted stock or options in lieu of cash. These shares or options generally vest at 25% per quarter after the marketgrant date. Expense is recognized on a straight-line basis over the twelve- month board year for which the fees are paid based on the fair value of the company’s common stock award on the date of grant). grant.

Directors may also elect to receive their meeting fees in restricted stock in lieu of cash. Restricted stock issued as compensation for meeting fees is issued at the end of the board year during which the fees were earned and fully vests on the date of grant. Expense is recognized on a straight-line basis over the course of the board year.

All shares of restricted stock in which the Directors vest are held by the company for the benefit of the Directors until their retirement, at which time vested shares will be issuedare delivered to the directors when they leave the board.Directors.

For the firstsecond quarter and year-to-date 2007, the company recorded compensation expense for restricted stock of $2.8$2.0 million excludingand $4.8 million, respectively (excluding shares issuable under the company’s long-term incentive program (see Note 10- see “Long-term incentive program”) below). The related tax benefit for the quarter and year-do-date was $1.1 million.$0.8 million and $1.8 million, respectively. For the firstsecond quarter and year-to-date 2006, the company recorded compensation expense for restricted stock of $1.1 million.$1.2 million and $2.3 million, respectively (excluding shares issuable under the company’s long-term incentive program). The related tax benefit for the quarter and year-to-date was $0.4 million.million and $0.9 million respectively.

 

1217


A summary of the status of the restricted stock awards as of AprilJuly 1, 2007 and changes during the period then endedyear is presented below:

 

  Shares Weighted
Average Fair
Value
  Shares Weighted
Average Fair
Value

Restricted stock outstanding and unvested at December 31, 2006

  586,900  $60.49

Restricted stock outstanding and unvested at beginning of year

  586,900  $60.49

Granted

  6,040  $61.58  16,783  $58.41

Vested and issued

  (696) $60.12  (1,650) $60.01

Canceled

  (8,174) $60.63  (28,434) $60.44
            

Restricted stock outstanding and unvested at April 1, 2007

  584,070  $60.34

Restricted stock outstanding and unvested at quarter end

  573,599  $60.44
            

Long-term incentive program

In February 2006, the company adopted a three-year strategic long-term incentive program, or LTIP. Through the use of the LTIP, the company desires to motivate its key executives to drive success in new businesses while continuing to achieve success in our core businesses. Approximately 23 senior executives have been designated to participate in the LTIP. The company recorded expense of $0.9 million for equity awards and $0.9 million cash compensation in the second quarters of 2007 and 2006 based upon its expectations of program target achievement. The company recorded expense of $1.8 million and $1.2 million year-to-date 2007 and 2006, respectively, for equity awards and equal amounts for cash compensation based upon its expectations of program target achievement.

NOTE 4 – Acquisitions, investments and dispositions

In February 2007, the company completed the acquisition of Central Florida Future, the independent student newspaper of the University of Central Florida. This acquisition was not material to operations or financial position.

On April 12,In June 2007, the company announced an agreementacquired the Central Ohio Advertiser Network, a network of eight weekly shoppers with the Advertiser brand and a commercial print operation in Ohio. This acquisition was not material to sell four daily newspapers to GateHouse Media, Inc. for $410 million. The four include:operations or financial position.

On May 8, 2007 the Norwich (CT) Bulletin;company’s percentage equity stake in CareerBuilder was lowered slightly, as were the Rockford (IL) Register Star; the Observer-Dispatch in Utica, NY;equity interests of Tribune Company and The Herald-Dispatch in Huntington, WV. McClatchy Company, upon the sale by CareerBuilder of a minority interest to Microsoft Corp.

In connectionApril 2007, the company disposed of a parcel of real estate located adjacent to its corporate headquarters. In accordance with the sale,installment method of accounting under SFAS No. 66,Accounting for Sales of Real Estate, a portion of the company will record a gain that will be presented as a gain on sale of discontinued operationswas recognized in other non-operating income during the second quarter. Long-term assets associated with these businesses include goodwillThe remaining gain has been deferred pending completion of approximately $135 millionthe transaction, which is expected to occur within one year.

The financial statements reflect an allocation of purchase price that is preliminary for acquisitions subsequent to June 25, 2006. See Note 1 for additional discussion on acquisitions, investments and net fixed assets of $48 million. The sale closed in early May 2007.dispositions.

NOTE 5 – Goodwill and other intangible assets

The company performed an impairment test of its goodwill and indefinite-lived intangible assets and determined that no impairment of either goodwill or indefinite-lived intangible assets existed at December 31, 2006. Intangible assets that have finite useful lives are amortized over their useful lives and are also subject to tests for impairment and no impairment existed at December 31, 2006.

The following table displays goodwill, indefinite-lived intangible assets, and amortized intangible assets at AprilJuly 1, 2007 and December 31, 2006. Indefinite-lived intangible assets include mastheads, television station FCC licenses and trade names. Amortized intangible assets primarily include customer relationships, and real estate access rights and patents.

 

   April 1, 2007  December 31, 2006

(in thousands of dollars)

 

  Gross  Accumulated
Amortization
  Gross  Accumulated
Amortization

Goodwill

  $10,084,143  —    $10,060,440  —  

Indefinite-lived intangibles

   595,224  —     594,551  —  

Amortized intangible assets:

        

Customer relationships

   304,011  87,995   303,827  80,174

Other

   25,859  8,454   25,784  7,420

18


   July 1, 2007  December 31, 2006
(in thousands of dollars)  Gross  Accumulated
Amortization
  Gross  Accumulated
Amortization

Goodwill

  $10,013,234  —    $10,060,440  —  

Indefinite-lived intangibles

   533,582  —     594,551  —  

Amortized intangible assets:

        

Customer relationships

   304,681  95,073   303,827  80,174

Other

   90,415  10,231   25,784  7,420

Goodwill increased as a resultdecreased primarily due to the disposition of five newspapers (see Note 1 for additional discussion). This decrease was partially offset by the impact of an increase in the UK foreign exchange rate at AprilJuly 1, 2007 as compared to December 31, 2006 and an additional payment made to the former owners of PointRoll, Inc. under terms of the acquisition agreement.2006.

13


Amortization expense was $8.9 million in the quarter ended AprilJuly 1, 2007.2007 and $17.7 million year-to-date. For the firstsecond quarter and year-to-date of 2006, amortization expense was $7.8 million.million $15.5 million respectively. The increase in amortization expense is primarily related to the acquisition of the broadcast stations in the thirdsecond quarter of 2006 and the finalization of purchase accounting for prior acquisitions. Customer relationships, which include subscriber and advertiser relationships, are amortized on a straight-line basis over three to twenty-five years. Other intangibles, which are amortized on a straight-line basis over three to tentwenty years, include advertiser archives, continuing education training modules, real estate access rights and patents, and commercial printing relationships.

 

(in thousands of dollars)

  Newspaper
Publishing
 Broadcasting Total   Newspaper
Publishing
 Broadcasting Total 

Goodwill

        

Balance at Dec. 31, 2006

  $8,437,051  $1,623,389  $10,060,440   $8,437,051  $1,623,389  $10,060,440 

Acquisitions and adjustments

   9,673   (646)  9,027    14,217   (646)  13,571 

Dispositions

   (138,345)  —     (138,345)

Foreign currency exchange rate changes

   14,646   30   14,676    77,290   278   77,568 
                    

Balance at April 1, 2007

  $8,461,370  $1,622,773  $10,084,143 

Balance at July 1, 2007

  $8,390,213  $1,623,021  $10,013,234 
                    

(in thousands of dollars)

  Newspaper
Publishing
 Broadcasting Total 

Indefinite-lived intangible assets

    

Balance at Dec. 31, 2006

  $338,385  $256,166  $594,551 

Acquisitions and adjustments

   —     —     —   

Foreign currency exchange rate changes

   673   —     673 
          

Balance at April 1, 2007

  $339,058  $256,166  $595,224 
          

(in thousands of dollars)

  Newspaper
Publishing
 Broadcasting Total 

Amortized intangible assets, net

    

Balance at Dec. 31, 2006

  $232,229  $9,788  $242,017 

Acquisitions and adjustments

    75   75 

Foreign currency exchange rate changes

   184   —     184 

Amortization

   (8,483)  (372)  (8,855)
          

Balance at April 1, 2007

  $223,930  $9,491  $233,421 
          

NOTE 6 – Long-term debt

In June 2007, the company issued $1.0 billion aggregate principal amount of unsecured senior convertible notes due 2037 in an underwritten public offering. Proceeds from the notes were used to repay commercial paper obligations. The convertible notes bear interest at a floating rate equal to one month LIBOR, reset monthly, minus twenty-three basis points. At issuance, the conversion rate of these notes was 10.853 shares of Gannett common stock per $1,000 principal amount of the convertible notes, resulting in an initial conversion price per share of $92.14. The holder can convert these notes into cash and shares of the company’s common stock, if any, prior to maturity, subject to the company’s option to deliver cash in lieu of shares. The company may redeem all or some of the convertible notes for cash at any time on or after July 15, 2008 at 100% of their principal amount plus any accrued and unpaid interest. On July 15, 2008, 2009, 2012, 2017, 2022, 2027 and 2032, or upon the occurrence of a change in control, the holders of the convertible notes may require the company to repurchase the convertible notes for cash at a price equal to 100% of the principal amount of the notes submitted for repurchase, plus any accrued and unpaid interest.

On April 2, 2007, the first day of the second quarter, the company paid $700 million aggregate principal amount of 5.50% notes and accrued interest that were due. This payment was funded by borrowings at the end of the first quarter in the commercial paper market and from investment proceeds of $525 million in marketable securities.

In February 2007, the company amended its existing three multi-year credit agreements. The amended facilities mature in March 2012 and total $3.934 billion. These revolving credit agreements provide back-up for commercial

19


paper and for general corporate purposes. As a result, commercial paper is carried on the balance sheet as long-term debt.

Approximate annual maturities of long-term debt, assuming that the company used the $3.934$3.9 billion credit available under the revolving credit agreements to refinance, on a long-term basis, existing unsecured promissory notes, unsecured global notes, the loan notes issued in the UK to the former shareholders of Newsquest, the unsecured senior convertible notes and two industrial revenue bonds, and assuming the company’s other indebtedness was paid on its scheduled pay dates, are as follows:

 

14


(in thousands)

  April 1, 2007  July 1, 2007

2008

   —     —  

2009

   750,000   —  

2010

   —     —  

2011

   497,358   497,516

2012

   4,235,117   4,060,048

Later years

   —     —  
      

Total

  $5,482,475  $4,557,564
      

The fair value of the company’s total long-term debt, determined based on quoted market prices for similar issues of debt with the same remaining maturities and similar terms, totaled $5.51$4.56 billion at AprilJuly 1, 2007.

On April 2, 2007, the first day of the second quarter, the company paid the $700 million aggregate principal amount of 5.50% notes and accrued interest that were due. This payment was funded by borrowings at the end of the first quarter in the commercial paper market and investment of the proceeds of $525 million in marketable securities. On April 2, 2007, the company liquidated the marketable securities and made the $700 million debt payment, reducing total debt for the company to $5.0 billion.

NOTE 7 – Retirement plans

The company and its subsidiaries have various retirement plans, including plans established under collective bargaining agreements, under which most full-time employees are covered. The Gannett Retirement Plan is the company’s principal retirement plan and covers most U.S. employees of the company and its subsidiaries.

On Dec. 31, 2006, the company adopted the recognition and disclosure provisions of SFAS No. 158. This statement required the company to recognize the funded status (i.e., the difference between the fair value of plan assets and the projected benefit obligations) of its retirement plans in the Dec. 31, 2006, balance sheet, with a corresponding adjustment to accumulated other comprehensive income, net of tax. The adjustment to accumulated other comprehensive income at adoption represents the net unrecognized actuarial losses and unrecognized prior service costs, all of which were previously netted against the retirement plans’ funded status in the company’s balance sheet pursuant to the provisions of SFAS No. 87. These amounts continue to be recognized as net periodic pension costs pursuant to the company’s historical accounting policy for amortizing such amounts.

The company’s pension costs, which include costs for qualified, nonqualified and union plans, for the second quarter and first quartersix months of 2007 and 2006, are presented in the following table:

 

  First Quarter   Second Quarter Year-to-date 

(in thousands of dollars)

  2007 2006   2007 2006 2007 2006 

Service cost-benefits earned during the period

  $26,596  $26,500   $24,571  $26,450  $51,167  $52,950 

Interest cost on benefit obligation

   49,200   45,700    49,650   45,700   98,850   91,400 

Expected return on plan assets

   (67,789)  (61,100)   (68,149)  (61,125)  (135,938)  (122,225)

Amortization of prior service credit

   (4,772)  (5,125)   (5,497)  (5,125)  (10,269)  (10,250)

Amortization of actuarial loss

   10,865   16,450    11,325   16,450   22,190   32,900 
                    

Pension expense for company-sponsored retirement plans

   14,100   22,425    11,900   22,350   26,000   44,775 

Union and other pension cost

   2,019   3,405    2,018   3,405   4,037   6,810 
                    

Total pension cost

  $16,119  $25,830 

Pension cost

  $13,918  $25,755  $30,037  $51,585 
                    

 

1520


NOTE 8 – Postretirement benefits other than pension

The company provides health care and life insurance benefits to certain retired employees who meet age and service requirements. Most of the company’s retirees contribute to the cost of these benefits and retiree contributions are increased as actual benefit costs increase. The company’s policy is to fund benefits as claims and premiums are paid. Postretirement benefit costs for health care and life insurance for the second quarter and first quartersix months of 2007 and 2006 are presented in the following table:

 

  First Quarter   Second Quarter Year-to-date 

(in thousands of dollars)

  2007 2006   2007 2006 2007 2006 

Service cost-benefits earned during the period

  $525  $750   $518  $750  $1,043  $1,500 

Interest cost on benefit obligation

   3,401   3,525    3,349   3,525   6,750   7,050 

Amortization of prior service credit

   (3,890)  (3,225)   (1,760)  (3,225)  (5,650)  (6,450)

Amortization of actuarial loss

   1,325   1,200    75   1,200   1,400   2,400 
                    

Net periodic postretirement cost

  $1,361  $2,250   $2,182  $2,250  $3,543  $4,500 
                    

On Dec. 31, 2006, the company adopted the recognition and disclosure provisions of SFAS No. 158. SFAS No. 158 required the company to recognize the funded status of its retirement plans in the Dec. 31, 2006 balance sheet, with a corresponding adjustment to accumulated other comprehensive income, net of tax.

NOTE 9 – Income taxes

The company adopted the provisions of FASB Interpretation No. 48 “Accounting for Uncertainty in Income Taxes” (FIN No. 48) on January 1, 2007. As a result of the implementation of FIN No. 48, the company recognized a $43 million increase in liabilities for unrecognized tax benefits with a corresponding reduction in the January 1, 2007 balance of retained earnings.

The total amount of unrecognized tax benefits and the amount that, if recognized, would impact the effective tax rate was approximately $162 million as of January 1, 2007.2007 and $155 million as of the end of the second quarter. This amount includes the federal tax benefit of state tax deductions. Excluding the federal tax benefit, the total amount of unrecognized tax benefits at January 1, 2007 was $239 million and at July 1, 2007 was $228 million. The $11 million decrease reflects a reduction for prior year tax positions of $22 million, settlements of $3 million, and additions in the current year of $14 million.

The company recognizes interest and penalties related to unrecognized tax benefits as a component of income tax expense. The company also recognizes interest income attributable to overpayment of income taxes as a component of income tax expense. The amount of accrued interest and penalties related to uncertain tax benefits as of the date of adoption was approximately $46 million and as of July 1, 2007, was $38 million.

The company files income tax returns in the U.S. and various state and foreign jurisdictions. Examination of the company’s U.S. income tax returns by the Internal Revenue Service (IRS) for 1995 through 2003 is expected to be completed and settled in the coming year. As of AprilJuly 1, 2007, the company has recorded aggregate refunds of tax and interest of approximately $169$171 million in connection with this settlement. The IRS commenced an examination of the company’s U.S. income tax return for 2004 in the first quarter of 2006 which is anticipatedalso expected to be completed byand settled in the end of 2007.coming year. This examination is not expected to result in any material change to the financial position of the company.

It is reasonably possible that the amount of the unrecognized benefit with respect to certain of our unrecognized tax positions will significantly increase or decrease within the next 12 months. These changes may be the result of settlement of ongoing audits or other regulatory developments. At this time, an estimate of the range of reasonably possible outcomes cannot be made.

NOTE 10 – Long-term incentive program

In February 2006, the company adopted a new three-year strategic long-term incentive program, or LTIP. Through the use of the LTIP, the company desires to motivate its key executives to drive success in new businesses while continuing to achieve success in our core businesses. Approximately 23 senior executives have been designated to participate in the LTIP. The company recorded expense of $0.9 million in the first quarter of 2007 for equity awards and $0.9 million for cash compensation based upon its current expectations of program target achievement.

1621


NOTE 1110 – Comprehensive income

Comprehensive income for the company includes net income, foreign currency translation adjustments, and adjustment of certain pension amounts in accordance with SFAS No. 158.

The table below presents the components of comprehensive income for the firstsecond quarter and year-to-date of 2007.2007 and 2006.

 

  Second Quarter  Year-to-date

(in thousands of dollars)

  First Quarter  2007  2006  2007  2006
2007  2006

Net income

  $210,611  $235,309  $365,662  $310,497  $576,274  $545,806

Other comprehensive income

   21,327   10,411

Other comprehensive (loss) income

   78,484   139,915   99,810   150,326
                  

Comprehensive income

  $231,938  $245,720  $444,146  $450,412  $676,084  $696,132
                  

Other comprehensive income consists primarily of foreign currency translation adjustments.

NOTE 1211 – Outstanding shares

The weighted average number of common shares outstanding (basic) infor the firstsecond quarter of 2007 totaled 234,585,000234,196,000 compared to 237,782,000237,407,000 for the firstsecond quarter of 2006. The weighted average number of diluted shares outstanding infor the firstsecond quarter of 2007 totaled 235,005,000234,605,000 compared to 238,375,000237,767,000 for the second quarter of 2006.

The weighted average number of common shares outstanding (basic) for the first quartersix months of 2007 totaled 234,391,000 compared to 237,595,000 for the first six months of 2006. The weighted average number of diluted shares outstanding for the first six months of 2007 totaled 234,814,000 compared to 238,084,000 for the first six months of 2006.

The decline in shares outstanding is the result of the company’s share repurchase program. See Part II, Item 2 for information on share repurchases.

22


NOTE 1312 – Business segment information

The company has determined that its reportable segments based on its management and internal reporting structure are newspaper publishing, which is the largest segment of its operations, and broadcasting.

Broadcasting includes results from the company’s 23 television stations and Captivate Network, Inc. Captivate is a national news and entertainment network that delivers programming and full motion video advertising through wireless digital video screens in elevators of premier office towers and in select hotels across North America.

 

  Thirteen weeks ended 

% Inc

(Dec)

   Thirteen weeks ended 

% Inc

(Dec)

 

(unaudited, in thousands of dollars)

  April 1, 2007 March 26, 2006 

Excluding discontinued operations

(unaudited, in thousands of dollars)

  July 1, 2007 June 25, 2006 

% Inc

(Dec)

 

Net Operating Revenues:

        

Newspaper publishing

  $1,688,136  $1,699,966  (0.7)  $1,723,559  $1,790,437  (3.7)

Broadcasting

   183,059   182,575  0.3    204,666   205,420  (0.4)
                    

Total

  $1,871,195  $1,882,541  (0.6)  $1,928,225  $1,995,857  (3.4)
                    

Operating Income (net of depreciation and amortization):

        

Newspaper publishing

  $358,094  $367,970  (2.7)  $414,534  $455,144  (8.9)

Broadcasting

   64,162   71,804  (10.6)   87,412   93,288  (6.3)

Corporate

   (23,053)  (20,468) (12.6)   (18,700)  (20,340) 8.1 
                    

Total

  $399,203  $419,306  (4.8)  $483,246  $528,092  (8.5)
                    

Depreciation and Amortization:

        

Newspaper publishing

  $59,697  $56,717  5.3   $59,498  $55,197  7.8 

Broadcasting

   8,723   8,026  8.7    8,459   8,088  4.6 

Corporate

   4,006   4,180  (4.2)   3,910   4,187  (6.6)
                    

Total

  $72,426  $68,923  5.1   $71,867  $67,472  6.5 
                    
  Twenty-six weeks ended 

% Inc

(Dec)

 

Excluding discontinued operations

(unaudited, in thousands of dollars)

  July 1, 2007 June 25, 2006 

Net Operating Revenues:

    

Newspaper publishing

  $3,382,494  $3,460,483  (2.3)

Broadcasting

   387,725   387,995  (0.1)
          

Total

  $3,770,219  $3,848,478  (2.0)
          

Operating Income (net of depreciation and amortization):

    

Newspaper publishing

  $765,571  $815,937  (6.2)

Broadcasting

   151,574   165,093  (8.2)

Corporate

   (41,753)  (40,808) (2.3)
          

Total

  $875,392  $940,222  (6.9)
          

Depreciation and Amortization:

    

Newspaper publishing

  $118,160  $110,898  6.5 

Broadcasting

   17,182   16,114  6.6 

Corporate

   7,916   8,367  (5.4)
          

Total

  $143,258  $135,379  5.8 
          

 

1723


NOTE 1413 – Earnings per share

The company’s earnings per share (basic and diluted) for the threequarter and six months ended AprilJuly 1, 2007 and March 26,June 25, 2006 are presented below:

 

    Thirteen weeks ended

(in thousands except per share amounts)

 

  Apr. 1, 2007  Mar. 26, 2006

Net income

  $210,611  $235,309
        

Weighted average number of common shares outstanding (basic)

   234,585   237,782

Effect of dilutive securities

   420   593
        

Weighted average number of common shares outstanding (diluted)

   235,005   238,375
        

Earnings per share (basic)

  $0.90  $0.99

Earnings per share (diluted)

  $0.90  $0.99

(in thousands except per

share amounts)

  Thirteen weeks ended  Twenty-six weeks ended
    Jul. 1, 2007  Jun. 25, 2006  Jul. 1, 2007  Jun. 25, 2006

Income from continuing operations

  $289,885  $304,506  $496,239  $535,439

Income from the operation of discontinued operations, net of tax

   1,963   5,991   6,221   10,367

Gain on disposal of newspaper businesses, net of tax

   73,814   —     73,814   —  
                

Net income

  $365,662  $310,497  $576,274  $545,806
                

Earnings from continuing operations per share - basic

  $1.24  $1.28  $2.12  $2.25

Earnings from discontinued operations

        

Discontinued operations per share - basic

   0.01   0.03   0.03   0.04

Gain on disposal of newspaper businesses per share - basic

   0.32   —     0.31   —  
                

Net income per share - basic

  $1.56  $1.31  $2.46  $2.30
                

Earnings from continuing operations per share - diluted

  $1.24  $1.28  $2.11  $2.25

Earnings from discontinued operations

        

Discontinued operations per share - diluted

   0.01   0.03   0.03   0.04

Gain on disposal of newspaper businesses per share - diluted

   0.31   —     0.31   —  
                

Net income per share - diluted

  $1.56  $1.31  $2.45  $2.29
                

24


NOTE 1514 – Litigation

On Dec. 31, 2003, two employees of the company’s television station KUSA in Denver filed a class action lawsuit in the U.S. District Court for the District of Colorado against Gannett and the Gannett Retirement Plan (Plan) on behalf of themselves and other similarly situated individuals who participated in the Plan after January 1, 1998, the date that certain amendments to the Plan took effect. The plaintiffs allege, among other things, that the current pension plan formula adopted in that amendment violated the age discrimination accrual provisions of the Employee Retirement Income Security Act. The plaintiffs seek to have their post-1997 benefits recalculated and seek other equitable relief. Gannett believes that it has valid defenses to the issues raised in the complaint and will defend itself vigorously. The court has granted the plaintiffs’ motion to certify a class. Due to the uncertainties of judicial determinations, however, it is not possible at this time to predict the outcome of this matter with respect to liability or damages, if any.

The company and a number of its subsidiaries are defendants in other judicial and administrative proceedings involving matters incidental to their business. The company’s management does not believe that any material liability will be imposed as a result of these matters.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Item 3.Quantitative and Qualitative Disclosures about Market Risk

The company believes that its market risk from financial instruments, such as accounts receivable, accounts payable and debt, is not material. The company is exposed to foreign exchange rate risk primarily due to its operations in the United Kingdom, for which Sterling is the functional currency, which is then translated into U.S. dollars. Translation gains or losses affecting the Condensed Consolidated Statements of Income have not been significant in the past. If the price of Sterling against the U.S. dollar had been 10% more or less than the actual price, reported net income would have increased or decreased approximately 4% for the second quarter and 2% for the first threesix months of 2007 would have decreased approximately 3%.2007. Because the company has $2.47$1.25 billion in commercial paper obligations that have relatively short-term maturity dates, and $750 million in floating-rate term debt and $1.00 billion of floating rate convertible notes outstanding at AprilJuly 1, 2007, the company is subject to changes in the amount of interest expense it might incur. Assuming the current level of commercial paper borrowings of $2.47$1.25 billion and $750 million$1.75 billion of floating rate notes, a 1/2% increase or decrease in the average interest rate for commercial paper and floating rate notes would result in an increase or decrease in annual interest expense of $16.1$15.0 million.

The fair value of the company’s total long-term debt, determined based on quoted market prices for similar issues of debt with the same remaining maturities and similar terms, totaled $5.51$4.56 billion at AprilJuly 1, 2007.

 

18


Item 4. Controls and Procedures

Item 4.Controls and Procedures

Based on their evaluation, the company’s Chairman, President and Chief Executive Officer and Executive Vice President and Chief Financial Officer have concluded the company’s disclosure controls and procedures are effective as of AprilJuly 1, 2007, to ensure that information required to be disclosed in the reports that the company files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. There have been no significant changes in the company’s internal controls or in other factors that have materially affected, or are reasonably likely to materially affect, the company’s internal controls over financial reporting.

 

1925


PART II. OTHER INFORMATION

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds

On February 9, 2004, the company announced the reactivation of its existing share repurchase program that was last implemented in February 2000.

 

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

1/1/07 - 02/4/07

  —     —    —    $1,096,909,980

02/05/07 - 03/04/07

  —     —    —    $1,096,909,980

03/05/07 - 04/01/07

  129,300  $55.87  129,300  $1,089,685,354

Total First Quarter 2007

  129,300  $55.87  129,300  $1,089,685,354

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

4/02/07 - 05/06/07

  307,000  $56.73  307,000  $1,072,268,221

05/07/07 - 06/03/07

  —     —    —    $1,072,268,221

06/04/07 - 07/01/07

  1,186,500  $55.38  1,186,500  $1,006,555,725

Total Second Quarter 2007

  1,493,500  $55.66  1,493,500  $1,006,555,725

All of the shares included in column (c) of the table above were repurchased under the remaining $1 billion authorization announced on April 14, 2005. An additional $1 billion was authorized on July 25, 2006. There is no expiration date for the repurchase program. No repurchase program expired during the periods presented above and management does not intend to terminate the repurchase program. All shares repurchased were part of the publicly announced repurchase program.

 


*In addition to the above, as of AprilJuly 1, 2007, 48,300100,300 shares were repurchased as part of the publicly announced repurchase program at an average price of $56.02,$54.93, but were settled subsequent to the end of the quarter. The effect of these repurchases decreased the maximum dollar value available under the program to $1,086,979,668.$1,001,046,489.

Item 4.Submission of Matters to a Vote of Securityholders

The Annual Meeting of Shareholders of Gannett Co., Inc. was held on April 24, 2007. The following describes the actions taken at the Annual Meeting.

Three nominees were re-elected to the Board of Directors. Tabulation of votes for each of the nominees was as follows:

   For  Withhold Authority

Charles B. Fruit

  204,870,245  4,059,512

Arthur H. Harper

  205,176,990  3,752,767

John Jeffry Louis

  205,209,066  3,720,690

The proposal to ratify Ernst & Young LLP as the company’s independent registered public accounting firm was approved. Tabulation of the votes for the proposal was as follows:

    For  Against  Abstain  Broker
Non-Vote

Ratification of independent auditors

  207,352,255  280,819  1,296,713  - 0 -

26


The proposal to amend the Certificate of Incorporation and By-laws to declassify the Company’s board of directors was approved. Tabulation of the votes for the proposal was as follows:

    For  Against  Abstain  Broker
Non-Vote

Proposal to amend

  205,265,588  2,099,176  1,564,992  - 0 -

The shareholder proposal concerning independent board chairman was not approved. Tabulation of the votes for the proposal was as follows:

   For  Against  Abstain  

Broker

Non-Vote

Shareholder proposal

  54,060,214  135,204,323  1,733,670  17,931,550

Item 5.Item 5. Other Information

Director Retirement

On May 10,August 6, 2007, Roger L. Ogden, President and CEO, Gannett Broadcasting, and Senior Vice President, Design, Innovation and Strategydirector Louis D. Boccardi informed the company that he plans towill retire from the Board of Directors following his 70th birthday, effective early July,August 27, 2007. Management thanksis grateful to Mr. OgdenBoccardi for his long, dedicated service to the company.company and its shareholders.

Item 6. ExhibitsBylaw Amendments

(a) Exhibits.On August 7, 2007, the company’s Board of Directors amended Article II, Sections 3, 4 and 5, and Article IV, Sections 1 and 2 of the company’s bylaws. Amended Article II, Section 3 eliminates language relating to the phase-in of directors’ stock ownership requirements that took place between 2003 and 2005. Amended Article II, Sections 4 and 5 change the advance notice for stockholder business and director nominations. Previously, the applicable provisions provided that notice of stockholder business and director nominations had to be given to the company’s Secretary not later than 90 days in advance of the annual meeting of stockholders or, in the case of a special meeting of stockholders, the close of business on the tenth day following the date on which notice of such meeting is first given to stockholders. The new provisions provide that notice of stockholder business and director nominations must be delivered to the company’s Secretary not earlier than the close of business on the 120th day and not later than the close of business on the 100th day prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder must be so delivered not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of the 100th day prior to such annual meeting and the 10th day following the day on which public announcement of the date of such meeting is first made by the company. Director nominations may be made at a special meeting of stockholders at which directors are to be elected if notice of such nomination is delivered to the Secretary of the company not earlier than the close of business on the 120th day prior to such special meeting and not later than the close of business on the later of the 100th day prior to such special meeting and the 10th day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. Under the new provisions, if the notice relates to a director nomination, then the notice must set forth, in addition to the information that was previously required by the bylaws, a description of all direct and indirect compensation and other material agreements and relationships that would be required to be disclosed pursuant to Item 404 of Regulation S-K, and be accompanied by (i) a completed and signed questionnaire, with respect to the background, qualification and experience of such nominee and the background of any other person or entity on whose behalf the nomination is being made, and (ii) a written representation and agreement, each in the form provided by the Secretary of the company upon request. Amended Article IV, Sections 1 and 2 allow for uncertificated shares of the company’s stock. The amended bylaws are attached as Exhibit 3-2 to this Form 10-Q.

See Exhibit IndexBenefit Plan and Employment Agreement Amendments

On August 7, 2007, the company’s Board of Directors authorized and approved amendments to each of (i) the Gannett Co., Inc. Transitional Compensation Plan, (ii) the Gannett Supplemental Retirement Plan Restatement (“SERP”), (iii) the Gannett Co., Inc. Deferred Compensation Plan Restatement (“DCP”), (iv) the Omnibus Incentive Compensation Plan, as amended, (v) the Employment Agreement dated February 27, 2007, between Gannett Co., Inc. and Craig A. Dubow and (vi) the Employment Agreement dated February 27, 2007, between Gannett Co., Inc. and Gracia C. Martore. The plans and agreements were amended to comply with the requirements of Section 409A of the Internal Revenue Code and the regulations promulgated thereunder. The plans and agreements were also amended, among other things, to clarify the definition of change in control by specifying the ownership level at which employees would not be deemed to be participating in a management buyout; provide for listthe payment of exhibits filed with this report.accrued amounts to participants in the SERP and DCP (for post-2004 deferrals) in a lump sum following a change in control; provide for accelerated vesting of benefits for active participants in the SERP upon a change in control; and prohibit a termination of the SERP and amendments to the SERP that would reduce benefits to participants, if

 

2027


adopted in anticipation of a change in control or within 24 months thereafter. Copies of the amended plans and the amended employment agreements are filed as Exhibits 10-1, 10-2, 10-3, 10-4, 10-5 and 10-6 to this Form 10-Q. An updated description of compensation provided to non-employee directors is filed as Exhibit 10.7 hereto.

28


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

Date: May 10,August 8, 2007 GANNETT CO., INC.
 

/s/ George R. Gavagan

 George R. Gavagan
 Vice President and Controller
 (on behalf of Registrant and as Chief Accounting Officer)

 

2129


EXHIBIT INDEX

 

Exhibit

Number

  

Exhibit

  

Location

3-1

  Third Restated Certificate of Incorporation of Gannett Co., Inc.  Attached.Incorporated by reference to Exhibit 3.1 to Gannett Co., Inc.’s Form 10-Q filed on May 11, 2007.

3-2

  By-laws of Gannett Co., Inc.  Attached.

3-3

  Form of Certificate of Designation, Preferences and Rights setting forth the terms of the Series A Junior Participating Preferred Stock, par value $1.00 per share, of Gannett Co., Inc.  Incorporated by reference to Exhibit 1 to Gannett Co., Inc.’s Form 8-A filed on May 23, 1990.

4-1

  Rights Agreement, dated as of May 21, 1990, between Gannett Co., Inc. and First Chicago Trust Company of New York, as Rights Agent.  Incorporated by reference to Exhibit 1 to Gannett Co., Inc.’s Form 8-A filed on May 23, 1990.

4-2

  Amendment No. 1 to Rights Agreement, dated as of May 2, 2000, between Gannett Co., Inc. and Norwest Bank Minnesota, N.A., as successor rights agent to First Chicago Trust Company of New York.  Incorporated by reference to Exhibit 2 to Gannett Co., Inc.’s Form 8-A/A filed on May 2, 2000.

4-3

  Form of Rights Certificate.  Incorporated by reference to Exhibit 1 to Gannett Co., Inc.’s Form 8-A filed on May 23, 1990.

4-4

  Specimen Certificate for Gannett Co., Inc.’s common stock, par value $1.00 per share.  Incorporated by reference to Exhibit 2 to Gannett Co., Inc.’s Form 8-B filed on June 14, 1972.

10-1

  4-5
  Sixth Supplemental Indenture, dated as of June 29, 2007, between the Company and Wells Fargo Bank, National Association, as Successor Trustee.Attached.
10-1Gannett Co., Inc. Transitional Compensation Plan Restatement.*Attached.
10-2Gannett Supplemental Retirement Plan Restatement.*Attached.
10-3Gannett Co., Inc. Deferred Compensation Plan Rules for Post-2004 Deferrals.*Attached.
10-4Amendment to Employment Agreement dated February 27, 2007, between Gannett Co., Inc. and Craig A. Dubow.*  Incorporated by reference to Exhibit 10.14 to Gannett Co., Inc.’s Form 10-K for the fiscal year ended December 31, 2006.Attached.

10-2

10-5
  Amendment to Employment Agreement dated February 27, 2007, between Gannett Co., Inc. and Gracia C. Martore.*  Incorporated by reference to Exhibit 10.15 to Gannett Co., Inc.’s Form 10-K for the fiscal year ended December 31, 2006.Attached.

10.3

10-6
  First Amendment datedto Omnibus Incentive Compensation Plan, as of February 28, 2007 and effective as of March 15, 2007, to the Competitive Advance and Revolving Credit Agreement, dated as of December 13, 2004 and effective as of January 5, 2005, among Gannett Co., Inc., the several banks and other financial institutions parties to said Credit Agreement prior to the date of said First Amendment, the several banks and other financial institutions parties to said First Amendment but not parties to said Credit Agreement prior to the date of said First Amendment, Bank of America, N.A., as administrative agent, JPMorgan Chase Bank, N.A., as syndication agent, Barclays Bank PLC, Citibank N.A., The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, Mizuho Corporate Bank Ltd, and SunTrust Bank, as Documentation Agents, and Banc of America Securities LLC and J.P.Morgan Securities Inc. as joint lead arrangers and joint bookrunners.Attached.

22


10.4First Amendment, dated as of February 28, 2007 and effective as of March 15, 2007, to the Amended and Restated Competitive Advance and Revolving Credit Agreement, dated as of March 11, 2002 and effective as of March 18, 2002, as amended and restated as of December 13, 2004 and effective as of January 5, 2005, among Gannett Co., Inc., the several banks and other financial institutions parties to said Credit Agreement prior to the date of said First Amendment, the several banks and other financial institutions parties to said First Amendment but not parties to the Credit Agreement prior to the date of said First Amendment, Bank of America, N.A., as administrative agent, JPMorgan Chase Bank, N.A., as syndication agent, Barclays Bank PLC, Citibank N.A., The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, Mizuho Corporate Bank Ltd, and SunTrust Bank, as Documentation Agents, and Banc of America Securities LLC and J.P.Morgan Securities Inc. as joint lead arrangers and joint bookrunners.amended.*  Attached.
10.510-7  First Amendment, dated asSummary of February 28, 2007 and effective as of March 15, 2007, to the Competitive Advance and Revolving Credit Agreement, dated as of February 27, 2004 and effective as of March 15, 2004, among Gannett Co., Inc., the several banks and other financial institutions parties to said Credit Agreement prior to the date of said First Amendment, the several banks and other financial institutions parties to said First Amendment but not parties to said Credit Agreement prior to the date of said First Amendment, Bank of America, N.A., as administrative agent, JPMorgan Chase Bank, N.A., as syndication agent, and Barclays Bank PLC, Citibank N.A., The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, Mizuho Corporate Bank Ltd, and SunTrust Bank, as Documentation Agents, , as Documentation Agents and Banc of America Securities LLC and J.P.Morgan Securities Inc. as joint lead arrangers and joint bookrunners.Non-Employee Director Compensation.*  Attached.

30


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.

23


The company agrees to furnish to the Commission, upon request, a copy of each agreement with respect to long-term debt not filed herewith in reliance upon the exemption from filing applicable to any series of debt which does not exceed 10% of the total consolidated assets of the company.

 


*Asterisks identify management contracts and compensatory plans or arrangements.

 

2431