GCI-2014.12.28-10K

ITEM 1.BUSINESS

Overview

Gannett is an international media and marketing solutions company and one of the largest, most geographically diverse local content providers in the U.S. Through a vast network of broadcast, digital, mobile and print products, we inform and engage more than 115 million people every month. Our portfolio of trusted brands offers marketers unmatched local-to-national reach and customizable, innovative marketing solutions. As a digital media leader, we provide access to content on many different platforms; digital marketing services to businesses to help them more effectively use digital technology to engage customers and reach their sales goals; and Internet-based human resource solutions.

Our properties cover a wide range of geographies, demographics and content areas. Our connection to, and understanding of, our communities and local market relationships – many of which have spanned decades – provides us with unparalleled advantages.

We provide consumers with the information and entertainment they seek and connect them to their communities of interest through multiple platforms including television stations, desktop, smartphone, tablet products and print publications. We help businesses grow by providing marketing solutions that reach and engage their customers across diverse platforms.

We are focused on seizing the many opportunities presented by new digital technologies leading to shifting consumer trends while delivering leading-edge news and information and marketing solutions to consumers and advertisers across multimedia platforms. All of our businesses are focused on providing outstanding user experiences throughout their portfolio of products and services.

We are organized along three business segments: Broadcasting, Publishing and Digital. In 2014, we announced plans to create two publicly traded companies: one primarily focused on our Broadcasting and Digital businesses, and the other on our Publishing business and their related digital assets. The expected timetable for achieving that separation is mid-2015.

Within our Broadcasting Segment, we own or service (through shared service agreements or other similar agreements) 46 television stations in 38 markets. Excluding owner-operators, we are the No. 1 NBC affiliate group, No. 1 CBS affiliate group, and the No. 4 ABC affiliate group. These stations cover almost one-third of the U.S. population in markets with more than 35 million households. We are the largest independent station group of major network affiliates in the top 25 markets, with a uniquely diversified portfolio. Each television station has a robust digital presence, including mobile, to reach consumers wherever they are. About 32 million unique visitors access Gannett Broadcasting media organizations every month through desktops, smartphones and tablets, and there have been close to 1.7 million downloads of Broadcasting’s apps on mobile devices as consumer interest in mobile content delivery continues to increase in popularity.

Our Publishing Segment has tremendous national-to-local reach, comprising U.S. Community Publishing’s (USCP) rich portfolio of 81 unmatched, trusted local media organizations, a renowned national brand in USA TODAY, and international scale with our popular Newsquest media properties in the U.K. - along with hundreds of engaging affiliated digital, mobile and non-daily print products. USA TODAY is currently the nation’s number one newspaper in consolidated print and digital circulation, according to the Alliance for Audited Media’s September 2014 Publisher’s Statement. In addition, the inclusion of a unique branded edition of USA TODAY in 35 USCP local print editions provides local readers with even more exceptional local, regional and national news and information – all in one easily accessible package. USA TODAY in

February 2015 announced partnership deals with several non-Gannett news organizations to include the USA TODAY Local Edition as part of their print and digital offering to readers.

In the U.K, through our Newsquest group, we produce 18 daily paid-for publications and more than 125 weekly publications, magazines and trade publications. In late 2014, Newsquest launched a new daily paid-for title focused on the community supporting independence for Scotland from the rest of the U.K.

Publishing has a significant digital presence: Every month approximately 73.5 million unique visitors access USA TODAY content and approximately 30 million unique visitors seek out USCP digital media through desktops, smartphones and tablets. In addition, there have been more than 21 million downloads of USA TODAY’s award-winning app on mobile devices and 2 million downloads of USCP apps. Newsquest’s network of web sites attracts nearly 20 million unique visitors every month. Collectively, print products reach approximately 9.7 million dedicated U.S. readers every weekday, approximately 10.5 million every Sunday, and, in the U.K., Newsquest has a total average readership of approximately 6 million every week.

We own and operate a number of stand-alone digital subsidiaries, which are included in our Digital Segment, including two digital leaders, Cars.com and CareerBuilder, as well as several other well-positioned online companies.

Cars.com, which Gannett acquired full ownership of in October 2014, is the leading destination for online car shoppers, offering credible information from consumers and experts to help car buyers formulate opinions on what to buy, where to buy and how much to pay for a car. CareerBuilder, a global leader in human capital solutions, majority-owned by Gannett, provides services ranging from labor market intelligence to talent management software and other recruitment tools. It is the largest online job site in the U.S., measured both by traffic and revenue, has a presence in more than 60 markets worldwide and focuses on technology solutions and niche sites. Having served the market for almost twenty years, CareerBuilder continues to benefit from a history of building customer relationships, having gained market share each of the last nine years. Together, Cars.com and CareerBuilder provide our advertising partners with access to two very important categories – automotive and human capital solutions.

We generate revenues within our Broadcasting Segment through advertising, fees paid for retransmission of our television signals on satellite and cable networks and payments for other services, such as producing advertising content. Advertising includes local advertising focused on the immediate geographic area of the stations, national advertising, and advertising on the stations’ desktop, smartphone and tablet products. We generate revenue within our Publishing Segment through advertising and subscriptions to our print and digital publications. Our advertising teams sell retail, classified and national advertising across multiple platforms including print, online, mobile and tablet as well as niche publications. Across both Broadcasting and Publishing Segments, we generate revenue by providing digital marketing products and services, ranging from search to social media to web site development. CareerBuilder, the largest company in the Digital Segment, generates revenues both through its own sales force by providing talent and compensation intelligence, human resource related consulting services and recruitment solutions and through sales of employment advertising placed by affiliated media organizations. Cars.com generates revenues through online automotive advertising targeting car dealerships and national advertisers through its own direct sales force as well as its affiliate sales channels.

We have made substantial progress in our digital transformation, which has fundamentally changed the way we interact with our audiences and advertisers. In step with changes in the media landscape, we have used new technology to meet evolving consumer demands and create valuable new revenue streams. We generate digital revenues through online content subscription fees and advertising on various digital platforms including more than 120 domestic web sites affiliated with our publishing and television markets. In December, Gannett’s consolidated domestic Internet audience was 115 million unique visitors reaching 46% of the Internet audience, according to comScore Media Metrix Multi-platform.

Our digital offerings are deeply integrated with publishing and broadcasting product offerings, supported by shared infrastructure. Many digital offerings are reported within the operating results of our Publishing and Broadcasting Segments. As more fully described under “Strategy,” and “Strategic Acquisitions,” we have a number of initiatives underway supporting our digital transformation.

Strategy

In 2014, we made major strides toward achieving our transformation goals, while remaining focused on successfully executing our strategic growth initiatives, ensuring our continued evolution within the ever-changing media landscape.

We are following an ambitious business strategy integrated with a comprehensive capital allocation plan, which is designed to leverage our strong brands, deep community ties and financial strength. The strategy is centered on three themes:


•	Enhance local core news and marketing operations to make local franchises stronger and ties with the communities even deeper, thereby growing Publishing and the higher growth, higher margin Broadcasting and Digital businesses;


•	Leverage hometown and brand advantages to accelerate growth by entering into or expanding high potential businesses; and


•	Optimize assets on an ongoing basis to maintain a strong financial profile to improve efficiency and effectiveness, and drive increased shareholder value.

We acquired Belo Corp. in December 2013, and Cars.com in October 2014. The addition of these two businesses created a dramatically more diversified, higher-margin and higher growth multimedia business. The Belo acquisition added deep connections in new markets, predominantly in Texas and the Northwest, and provided us with even greater geographic and network diversification. Cars.com is a leading independent research site for car shoppers and its acquisition doubled the size of our Digital Segment. The Digital and Broadcasting Segments on a combined basis now generate more than two-thirds of our Adjusted EBITDA and position us for sustainable growth and success in the digital age.

In addition to integrating these major acquisitions, during 2014 we continued to pursue and make significant progress on a number of specific strategic initiatives which are integrated across all three of our business segments: Broadcasting, Publishing and Digital. Progress on these strategic initiatives, capital allocation plan, and strategic acquisitions and dispositions follows:

All Access Content Subscription Model: In 2014, USCP continued to successfully enhance the All Access Content Subscription Model for its local media across the U.S. All subscriptions include full web, mobile, e-Edition and tablet access, with subscription prices that vary according to the frequency of print home delivery. In 2014, USCP engaged more than 1.6 million digitally activated subscribers and saw an increase of more than 27% in digital-only subscribers as well.

In some markets, particularly those with younger demographics, digital-only subscribers are approaching 10% of all accounts - and growing. In 2011, before the launch of the All Access Model, circulation revenues accounted for 29% of the division’s total revenue. In 2014, circulation revenues accounted for 36% of USCP total revenue.

The success of the All Access Content Subscription Model led us to create a USCP and USA TODAY pilot at four local Gannett media organizations. The project provided local consumers with an enhanced news product that leverages our unique ability to generate and distribute national content while enhancing its ever-important local hometown coverage. In addition to the local units enhancing their publications with more unique and robust local content, a local edition of USA TODAY is being included inside the print edition and e-Edition of each local publication. The initiative leverages our outstanding national content to further complement local reporting and creates new revenue streams for content we are already producing, creating added value. The added USA TODAY edition includes national News, Money and lifestyle content seven days a week. USA TODAY’s Sports coverage is integrated into local sports sections and a Life edition is included every Sunday. Readers get an average of approximately 70 pages of additional content per week in print and e-Editions as a result of these integration efforts. Following the success of the initiative in the pilot markets, we rolled out the project to an additional 31 local daily publications across the country in the first half of 2014. As a result of research, we know consumer reaction to the additional content has been very positive, which enhances the appeal of the local publications as preferred information sources for readers and makes them attractive platforms for advertisers looking to reach readers on both a local and national scale.

Digital Relaunch & Mobile: In 2014, the Digital Relaunch initiative was completed, providing all of Gannett’s Publishing and Broadcast properties (excluding certain former Belo stations) with a full suite of new products, including a proprietary content management system, a new database storage tier, programming tools, application frameworks and market-leading desktop sites, mobile web sites and mobile apps. This collection of products and services, known as the Gannett Digital Platform (the “GDP”), consists of three major components: (i) authoring and classification tools; (ii) a centralized data store managing over 25,000 new assets such as articles, videos, photos or interactive features per day as well as structured content and user data (including subscription management); and (iii) programming tools and frameworks for advertising and user experience that drive more than 600 digital products.

The migration of all Publishing and Broadcast sites onto the GDP has provided immediate benefits by enabling the sharing of content and information quickly and efficiently, and driving editorial and advertising innovation across applications. In 2014, new, innovative, high-end advertising products were deployed across our digital sites and applications, helping to drive digital advertising revenue growth and increasing the average price paid for our desktop advertising impressions. The launch of the new sites and applications has also resulted in a significant increase in both users and engagement across all platforms. Multi-platform unique visitors rose 23% year-over-year in December 2014 across divisions, according to comScore Media Metrix. In fact, at the end of 2014, we ranked No. 3 in the News and Information category, up from No. 5 in 2013. Cross-platform video plays have increased 51% year-over-year and for USCP, minutes spent per visitor have set all-time records, up 41% in December 2014.

In 2014, the Gannett Digital team also began preparing the groundwork for the next evolution of the GDP. This next generation platform will focus on the ability to create personalized experiences by connecting users’ preferences and behaviors with our large store of centralized content assets and advertising products.

USA TODAY Sports Media Group: USA TODAY Sports Media Group covers sports from the local high school level through college and professional teams and continues to build upon USA TODAY’s 30-year relationship with American sports fans. Its goal is to be the leading sports content provider by leveraging its national and local content, investing in original content, and acquiring additional distribution and content. In 2014, USA TODAY Sports Media Group continued to build upon the growth of 2013, expanding its digital presence to more than 42 million unique visitors each month. The efforts resulted in a 27% increase in comScore cross-platform unique visitor traffic year-over-year, with significant mobile audience growth of 60% versus 2013. Group highlights included:


•	Significant growth of “For The Win,” our social media sports news and entertainment site, growing page views by 24% year-over-year.


•	Development of the College Football Fan Index, the only digital index that combines social media activity and fan voting to determine the ultimate college football fanbase.


•	Launch of a new Fantasy section that includes information related to managing fantasy teams as well as opportunities to play in contests through Fantasy Score, a Weekly and Daily Fantasy League.


•	Launch of the new USA TODAY Sports App in February 2015. The app includes trending sports news, scores, notifications and a quick and entertaining take on sports stories. The app is available for free of charge in the iOS App Store and Google Play for Android phones.

USA TODAY Travel Media Group: The Travel Media Group worked collaboratively with USCP markets to continue the roll-out of local travel sections and now is part of nearly 30 local digital sites as a new travel section. It provides local markets with USA TODAY’s premium travel and lifestyle content, driving new opportunities with incremental traffic and advertising inventory. The Travel Media Group also completed the mobile-web roll-out for all eight Experience web sites, which supported a 9% increase in mobile web traffic in the fourth quarter 2014, vs. the third quarter 2014. Experience America reported record high, cross-platform page views of 13.8 million in October.

G/O Digital (Digital Marketing Services): G/O Digital offers a wide array of leading-edge digital marketing solutions that enable marketers and advertisers to better connect with local consumers online through products that drive results. For local businesses, G/O Digital offers an integrated digital marketing suite of products/services from search to social media to website development. For national brands and agencies, G/O Digital delivers local digital activation at national scale powered by G/O Digital brands: Shoplocal, BLiNQ Media and Key Ring.

G/O Digital partners with the nation’s top brands and retailers, including P&G, Target, Walmart and Walgreens, and leads digital marketing campaigns for thousands of local businesses across more than 110 local markets. Driven by the strong partnership with USCP and Broadcasting sales forces, G/O Digital again saw strong revenue traction year-over-year from small to medium-sized business (SMB) customers, with revenues from local advertisers up 66% over 2013, led by increases across key product solutions, including search, email and social marketing products.

Reinforcing its commitment to simplifying digital marketing and helping small and medium-sized businesses to grow their businesses, G/O Digital was recognized by Yahoo! as a Strategic Local Ambassador, which is the highest Yahoo! partnership tier and adds to its already strong search foundation as G/O Digital had previously been named a Google Premier SMB Partner. In addition, G/O Digital was ranked No. 2 nationwide by localseocompanies.com as the “Best Local SEO Company.” In 2014, G/O Digital also launched its “Leaders in Local” video series to highlight the value and benefits G/O Digital delivers to local businesses across the country. The launch was promoted via television and digital ads across Gannett broadcast markets, as well as a native advertising campaign within USATODAY.com.

Signaling its innovation and collaboration with national brands, retailers, agencies and publishers, G/O Digital has been named a finalist in the category of “Best In-Stream Video” at the 2015 Digiday Video Awards for its digital video advertising campaign for Lowe’s Home Improvement. This accomplishment reinforces G/O Digital’s mission to reshape the industry’s understanding and expectations of content marketing to deliver dynamic, personalized experiences and local store sales.

BLiNQ Media launched a first-to-market social marketing product, AutoLiFT, to enable auto brands, agencies and dealers to target in-market car shoppers with dynamic, localized incentives on Facebook. The solution’s public launch marks a milestone in automotive advertising.

Key Ring launched its latest features enhancement, known as Key Ring Express. As a result, users now receive notifications triggered by beacons and geo-fence targeting within 100 meters of store locations. Signaling its top position as the go-to mobile shopping app, Key Ring also was selected as the winner in the category of “Best Mobile App for E-Commerce & Retail” at the 2014 Digiday Mobi Awards.

Gannett Publishing Services: In 2011, Gannett Publishing Services (GPS) was formed to improve the efficiency of, and reduce the cost associated with, the production and distribution of Gannett’s printed products across all divisions in the U.S. In 2014, GPS completed its third year of directly managing the production and distribution functions for all of Gannett’s domestic publications, including all community newspapers and USA TODAY. GPS provides printing services in 35 U.S. locations and distribution services in all 50 states. Providing an efficient, cost-effective print platform and distribution network has resulted in substantial cost savings and superior operational performance. GPS continues to generate new revenue opportunities by leveraging its existing assets to provide advertising production, printing and packaging, and distribution services to third parties as an integrated nationwide business.

During 2014, GPS reduced annualized distribution costs and production costs by over $16 million as a result of consolidation, automation and other efficiency efforts.

Sourcing: The Sourcing initiative focuses on leveraging company-wide spending in key procurement categories and savings from contract renegotiations, increasing the efficiencies of operations as well as system enhancements to realize savings across all divisions. The goal of this initiative is to continually review consumption patterns and find efficient, productive ways to conduct business through centralized sourcing and procurement from negotiated partner agreements. In 2014, these efforts resulted in cost reductions of $69 million in specifically targeted spending categories.

Space Consolidation: The space consolidation initiative continues to proceed as we closed on a number of real estate sales opportunities and consolidated expiring leases. The real estate team focuses continually on portfolio optimization which includes selling older, underutilized buildings, relocating to more efficient, flexible, digitally-oriented office space, reconfiguring spaces to take advantage of leasing and subleasing opportunities, and combining operations where possible. Since the beginning of 2012, we have sold 54 properties consisting of more than 3 million square feet of space and more than 100 acres of excess land for a total of almost $140 million. Recent examples include the Detroit Free Press moving from a 100-year old building of approximately 326,000 square feet to a state-of-the-art, digital media facility in leased office space of 85,000 square feet; and The Indianapolis Star’s move from its 100-year old building of approximately 325,000 square feet to 104,000 square feet of space with a “mission-control” digital news hub.

Capital Allocation: Our approach to capital allocation is a key source of financial strength in support of current initiatives as well as providing flexibility for future opportunities. We spent $76 million in 2014 to repurchase 2.7 million of our shares, at an average price per share of $28.13. This share repurchase program was temporarily suspended upon the announcement of the Cars.com acquisition, but was re-initiated in February of 2015, well ahead of the timeline we had previously anticipated, as a result of our strong operating performance and the strength of our balance sheet. We have completed more than 50% of our $300 million authorization with 5.6 million shares repurchased at an average price of $27.03 per share.

In addition, dividends of $.80 per share were again distributed in 2014, allowing us to maximize the allocation of capital to provide strong return to shareholders during our growth and expansion efforts.

Strategic Actions, Acquisitions and Dispositions

In August 2014, we announced a plan to create two publicly traded companies: one exclusively focused on the Broadcasting and Digital businesses, and the other on the Publishing business. The transaction will create two focused companies with increased opportunities to grow organically across all businesses as well as pursue strategic acquisitions and is expected to be completed in mid-2015.

Strategic acquisitions continue to be a key component of our effort to grow our higher-margin businesses, and to accelerate growth by entering into or expanding high potential businesses across all of our segments. At the same time we announced the spin-off of our Publishing business, we also announced an agreement to acquire full ownership of Cars.com (formerly known as Classified Ventures, LLC). In October 2014, we acquired the remaining 73% interest in Cars.com, for $1.8 billion. Acquiring full ownership of Cars.com doubled Gannett’s Digital Segment, further accelerated our digital transformation and expanded our leading position in local media and marketing services in the automotive sector, one of the largest and most important categories for local marketing and advertising revenue.

In July 2014, we acquired six of London Broadcasting Company’s television stations in Texas for $215 million in an all-cash transaction. The acquisition included KCEN (NBC) in Waco-Temple-Bryan, KYTX (CBS) in Tyler-Longview, KIII (ABC) in Corpus Christi, KBMT (ABC) and its digital sub-channel KJAC (NBC) in Beaumont-Port Arthur, KXVA (FOX) in Abilene-Sweetwater and KIDY (FOX) in San Angelo. The purchase of these stations further deepened our broadcasting presence in the state of Texas without any overlap of Gannett’s current local broadcast and publishing portfolio.

In June 2014, we, along with Sander Media LLC, completed the previously announced sale of KTVK-TV and KASW-TV in Phoenix, AZ, to Meredith Corporation. As part of the sale, Sander Media conveyed to Meredith substantially all of its assets used in the operation of both KTVK-TV and KASW-TV, which Sander Media acquired upon completion of the Gannett-Belo transaction on December 23, 2013. We also conveyed certain other assets that we used to provide services to both KTVK-TV and KASW-TV, which we acquired from Belo upon close of the Gannett-Belo transaction. At the closing, Meredith simultaneously conveyed KASW-TV to SagamoreHill of Phoenix, LLC, which, through its affiliates, owns and operates two television stations in two markets.

In February 2014, we, along with Sander Media LLC, completed the sale of KMOV-TV in St. Louis, MO, to Meredith Corporation, following the receipt of regulatory approvals. The total sale price of the combined stations (KTVK-TV and KASW-TV in Phoenix and KMOV-TV in St. Louis) was $407.5 million.

We are now the largest independent station group of major network affiliates in the top 25 markets, with 18 stations in those markets. Excluding owner operators, we are now the largest owner of CBS affiliates and expanded our NBC affiliate group, which is already No. 1. We are the No. 4 ABC affiliate group.

In the Digital Segment, CareerBuilder acquired Broadbean, a leader in job distribution, candidate sourcing and big data analytics software, in April 2014. This acquisition was the latest step in CareerBuilder’s evolution as the premiere HR Software as a Service (SaaS) provider and focuses on bring recruiters and HR managers a faster, more convenient and more cost-effective way to acquire talent. Broadbean posts jobs on more than 6,000 job boards and social networks in 183 countries and has more than 60,000 users. Broadbean distributes more than 2 million jobs and generates more than 10 million job applications each month. Broadbean uses one interface to seamlessly search across various resume databases and, like CareerBuilder, offers powerful analytics around sourcing candidates and hires.

After the end of our fiscal year, we sold Gannett Healthcare Group (GHG) on December 29, 2014, to OnCourse Learning, an online education and training provider. GHG is a leading provider of continuing education, certification test preparation, online recruitment, digital media, publications and related services for nurses and other healthcare professionals in the United States.

General Company Information

Gannett was founded by Frank E. Gannett and associates in 1906 and was incorporated in 1923. We listed shares publicly for the first time in 1967 and reincorporated in Delaware in 1972. Our 227 million outstanding shares of common stock are held by approximately 7,200 shareholders of record in all 50 states and several foreign countries. We are headquartered in McLean, VA, near Washington, DC.

Business Segments

We have three principal business segments: Broadcasting, Publishing and Digital. Operating revenues and income from desktop, smartphone and tablet products associated with publishing operations are reported in the Publishing Segment. Operating revenues and income from desktop, smartphone and tablet products associated with broadcasting stations are reported in the Broadcasting Segment.

Financial information for each of our reportable segments can be found under Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Item 8 “Financial Statements and Supplementary Data” of this Form 10-K.

Broadcasting Segment

Our Broadcasting Segment continues to achieve strategic growth following our acquisition of Belo Corp. on Dec. 23, 2013 and in 2014, six of London Broadcasting Company’s television stations in Texas. The purchase of these stations further deepens our broadcasting presence in the state of Texas without any overlap of our current local broadcast and publishing portfolio.

With the Belo and London transactions, we now have a presence in almost one-third of U.S. television households with a total market reach of more than 35 million households. Our station portfolio has doubled from 23 full-power stations to 46, including stations serviced by Gannett through shared services or other similar arrangements. Today we are more diversified by region and network affiliation and are now a leading company in the industry. Other than the Big Four networks themselves, we are the largest owner of Big Four affiliated stations in the top 25 markets.

Broadcasting Segment revenue in 2014 more than doubled to a new record and was up significantly on a pro forma basis as well. We are ahead of schedule in achieving the synergies we projected at the time we announced the Belo and London transactions, such as achieving higher retransmission consent rates and reducing redundant corporate costs. In addition, we are also increasing revenue share, audience share, and increasing operating efficiencies by applying numerous centralized services to those stations.

Broadcast affiliates and their network partners continue to have the broadest appeal in terms of household viewership, viewing time, and audience reach. The overall reach of events such as the Olympics and NFL Football, along with our extensive local news and non-news programming, continues to surpass the reach in viewership of individual cable channels. Our ratings and reach are driven by the quality of programs we and our network partners produce and by the strong local connections we have to our communities, which gives us a unique position among the numerous program choices viewers have, regardless of platform. Regarding retransmission consent revenues, broadcasters in each market combined represent about a third of all viewing, but only about a sixth of all subscriber fees. The market is continuing to align itself between audience and subscriber fees.

The primary sources of our broadcasting revenues are: 1) core advertising which includes local and national non-political advertising; 2) political advertising revenues which are driven by elections and peak in even years (e.g. 2014, 2012) and particularly in the second half of those years; 3) retransmission revenues representing fees paid by satellite and cable networks and telecommunications companies to carry our television signals on their network; 4) digital revenues which encompass digital marketing services and advertising on the stations’ website, tablet and mobile products; and 5) payments by advertisers to television stations for other services, such as production of programming from third parties and production of advertising material.

The advertising revenues generated by a station’s local news programs make up a significant part of its total revenues. Advertising rates are influenced by the demand for advertising time. This demand is influenced by a variety of factors, including the size and demographics of the local population, the concentrations of retail stores, local economic conditions in general, and the popularity of the station’s programming. As the market fluctuates with supply and demand, so does the station’s pricing. Almost all national advertising is placed through independent advertising representatives. Local advertising time is sold by each station’s own sales force.

Generally, a network provides programs to its affiliated television stations and sells on its own behalf commercial advertising for certain of the available advertising spots within the network programs. Our television stations produce local programming such as news, sports, and entertainment.

Retransmission consent and affiliation agreements: Pursuant to Federal Communications Commission (FCC) rules, every three years a local television station must elect to either (1) require cable and/or direct broadcasting satellite operators to carry the station’s signal or (2) enter into retransmission consent negotiations for carriage. At present, we have retransmission consent agreements with the majority of cable operators and the primary satellite providers for carriage of our television stations. We also have retransmission agreements with several major telecommunications companies.

Revenue from television retransmission fees has increased steadily in the last several years, better reflecting the value of the content that our Broadcasting Segment provides. While core advertising still represents a majority of broadcasting revenues, the contribution from retransmission revenues continues to grow.

In 2014, we completed retransmission negotiations with more than 300 providers. These are multi-year agreements that provide us with significant and steady revenue streams. Retransmission revenues are expected to grow significantly in 2015 and beyond.

On the affiliation agreement side, our ABC affiliation agreement was just renewed through 2018, a deal that includes those stations acquired from Belo and London Broadcasting as well as our original Gannett stations. Other affiliation agreements with CBS and NBC are staggered as a result of those recent acquisitions.

Programming and production: The costs of locally produced and purchased syndicated programming are a significant portion of television operating expenses. Syndicated programming costs are determined based upon largely uncontrollable market factors, including demand from the independent and affiliated stations within the market. In recent years, our television stations have emphasized our locally produced news and entertainment programming in an effort to provide programs that distinguish the stations from the competition, to increase locally responsible programming, and to be more cost effective.

Our television stations led the way in covering major news events during 2014. We also lead our communities by rallying and engaging people to participate in making our communities stronger, better places to work and live. For example, we leveraged our broad footprint for our coverage of the Ferguson, MO, civil unrest in 2014, with our coverage spanning more than four months and including journalists from across Gannett Broadcasting and USA TODAY. However, we also focused on finding solutions and affecting positive change through our #STL Together campaign, which created a pathway for dialog. #STL Together brought community leaders together to urge calm and promote unity. From the Ferguson police shooting and rioting, to the school shooting outside of Seattle, WA, to our nationwide Ebola coverage, Broadcasting provided strong community leadership on the issues as well as outstanding in-depth news coverage on-air, online and through our mobile devices.

Gannett television stations also led the way on the ratings side for the 2014 Winter Olympics in Sochi, Russia. Gannett NBC-affiliated stations, including those we service, took the top four spots in prime time and the top three spots in every Olympic day part among major market NBC stations within the most important demographic, adults 25 to 54. In prime time, KARE in Minneapolis-St. Paul was No. 1; KUSA in Denver, No. 2; KGW in Portland, OR, No. 3; and KING in Seattle was No. 4. We also saw extremely strong carry-over from prime time to late night news. Throughout the year, the division continued working closely with USA TODAY and USCP to develop and enhance content for consumers.

Stations collectively made a difference in their local communities by participating in our national Make A Difference Day. NBC joined the initiative this year, bringing more national attention to the effort, which was fully supported by our Broadcasting stations. Efforts ranged from 13,000 kids in Portland, OR, receiving school supplies, thanks to KGW, to two soldiers in Knoxville receiving a renovated and furnished home as a result of WBIR leading the effort.

This year Gannett stations earned a number of prestigious journalism awards including three Alfred I. DuPont awards (KPNX in Phoenix, WLTX in Columbia, SC, and WTSP in Tampa-St. Petersburg, FL), a George Polk Award, National Emmys, Peabody and multiple Edward R. Murrow awards. The following six broadcast properties received eight National Murrow Awards: WXIA in Atlanta, WGRZ in Buffalo, WFAA in Dallas, KARE in Minneapolis-St. Paul, KING in Seattle and WBIR in Knoxville, which accepted the award for Overall Excellence. No other broadcast company won as many national Murrow awards.

Competition: In each of its broadcast markets, our stations and affiliated digital platforms compete for revenues with other network-affiliated and independent television broadcasters and with other advertising media, such as radio broadcasters, cable television, newspapers, magazines, direct mail, out-of-home advertising and Internet media. Other sources of present and potential competition for our broadcasting properties include home video and audio recorders and players, direct broadcasting satellite, low power television, Internet radio, video offerings (both wire line and wireless) of telephone companies as well as developing video services. The stations compete in the emerging local electronic media space, which includes Internet or Internet-enabled devices, handheld wireless devices such as mobile phones and tablets, social media platforms, digital spectrum opportunities associated with DTV and the new Internet-enabled television. The technology that enables consumers to receive news and information continues to evolve. Our broadcasting stations compete principally on the basis of their audience share, advertising rates and audience composition.

The Broadcasting Segment continues to focus on increasing engagement on all platforms with local customers. As was the case the last several years, Gannett television stations saw growth in digital metrics as the stations’ content remains in high demand and product improvements continue to be favorably received by consumers. In 2014, total digital visitors were up 33% pro forma while total digital page views were up 12% pro forma. Mobile, including phones and tablets, apps and mobile web, grew significantly in 2014 and now accounts for 43% of the total digital page views. Digital video plays increased 34% pro forma as video continues to be highly desired on all platforms. Product enhancements to both the desktop and mobile digital products occur every year and are part of a continuous cycle of improving the customer experience and increasing consumer engagement.

Broadcasting is positioned to maximize engagement through social media. The synergistic relationship between social media and television is strong and we continue to explore ways to socially engage consumers on all screens for all types of programs. From major sporting events such as the Super Bowl and March Madness, to signature television events like the Grammy or Academy Award shows, to national breaking news events like the Ferguson police shooting or local news events like record snow storms in Buffalo, social media influences what people watch, what they share and what they talk about. Our social media reach doubled in 2014 and now counts over 8 million fans and followers for Twitter and Facebook.

Regulation: Our television stations are operated under the authority of the FCC, the Communications Act of 1934, as amended (Communications Act), and the rules and policies of the FCC (FCC Regulations).

Television broadcast licenses are granted for periods of eight years. They are renewable upon application to the FCC and usually are renewed except in rare cases in which a petition to deny, a complaint or an adverse finding as to the licensee’s qualifications results in loss of the license. We believe we are in substantial compliance with all applicable provisions of the Communications Act and FCC Regulations. We continue to file license renewal applications for our stations, including for several stations with license renewal applications pending from the last round of license renewals, and we expect these renewals to be granted in the ordinary course.

FCC Regulations also limit concentration of broadcasting control and regulate network and local programming practices. FCC Regulations govern multiple media ownership, limit, or in some cases prohibit, the common ownership or control of most communications media serving common market areas (for example, television and radio; television and daily newspapers; or radio and daily newspapers). The Communications Act includes a national ownership cap under which one company is permitted to serve no more than 39% of all U.S. television households. The market reach of stations that broadcast on UHF channels is discounted by 50% (the UHF discount). Our 42 television stations (excluding four stations we currently service under shared services and similar arrangements) reach approximately 24% of U.S. television households, applying the UHF discount. The FCC has proposed repeal of the UHF discount, and that proceeding remains pending. Without applying the UHF discount, our national reach would be approximately 29%. FCC Regulations permit common ownership of two television stations in the same market in certain defined circumstances, including situations where at least one of the commonly owned stations is outside the market’s top four rated stations at the time of acquisition and at least eight independent media “voices” remain after the acquisition.

FCC Regulations prohibit a television station owner from owning a daily newspaper in cases where the station’s contour encompasses the newspaper’s city of publication. In 2007, the FCC granted a permanent waiver authorizing our continued ownership of both KPNX-TV and The Arizona Republic in Phoenix, AZ. The FCC commenced a new review of its ownership rules in 2014, as it is required to do every four years. The FCC has proposed to retain the local television ownership rule, and proposed a modest relaxation of the newspaper/broadcast rule. Also in 2014, the FCC determined that certain joint sales agreements (JSAs) between television stations will be treated as attributable ownership interests. We are not parties to JSAs that will be made attributable under this rule. The FCC has proposed to require disclosure of shared services agreements and local news agreements. The current chair of the FCC has stated that he expects the ownership review commenced in 2014 to be completed by mid-2016. We are party to shared services agreements with certain third parties that own stations in markets where we also own daily newspapers. We are unable to predict whether or how the FCC’s rules in this area may change.

Congress has adopted legislation requiring the FCC to make changes to the rules concerning negotiation of retransmission consent agreements (which govern cable and satellite operators’ carriage of our signals). It is possible that in the future, Congress and the FCC will make additional changes to the Communications Act and to the statutory cable and satellite copyright regime, and to other FCC Regulations, respectively, including the rules concerning negotiation of retransmission consent; local exclusivity with respect to network and syndicated content; and other rules and policies

affecting our operations. As authorized by and pursuant to certain requirements established by Congress, the FCC has adopted certain rules and is seeking comment on additional rules to govern a voluntary “incentive auction” to reallocate certain spectrum currently occupied by television broadcast stations to mobile wireless broadband services, along with a related “repacking” of the television spectrum for remaining television stations. The repacking may entail television stations moving to different channels, having smaller service areas, and/or accepting additional interference. Congress has required that the FCC make “all reasonable efforts” to preserve the coverage area and population served of full-power and Class A television stations. The FCC’s interpretation of this requirement is subject to a judicial appeal. The legislation authorizing the repacking establishes a $1.75 billion fund for reimbursement of costs incurred by stations that are required to change channels in the repacking. It is too early to predict the likelihood, timing or outcome of any additional FCC regulatory action in this regard or the ultimate impact of the incentive auction and repacking upon our business.

In December 2014, the FCC proposed to expand the definition of multichannel video programming distributor (MVPD) to include certain “over-the-top” distributors of video programming that stream content to consumers over the Internet. If the FCC adopts this proposal, it could result in changes to how our stations’ signals are distributed, as well as how our video programming competitors reach viewers. We are unable to predict at this time whether the FCC will adopt this proposal or what the effect on our retransmission and advertising revenues will be, if any.

Publishing Segment

Our publishing business comprises 100 daily publications and digital platforms in the U.S. and U.K., including more than 400 non-daily publications in the U.S. and more than 125 such titles in the U.K. All of our local publishing operations and affiliated digital products operate through fully integrated shared support, sales and service platforms. Other businesses that are part of the publishing business include:


•	Clipper Magazine, a direct mail advertising magazine that publishes hundreds of local market editions under the brands Local Flavor, Clipper Magazine, Savvy Shopper and Mint Magazine in 29 states to more than 27 million consumers.


•	Gannett Government Media, a worldwide multimedia business with digital, print and broadcast media properties focused on government, military and defense technology audiences.

More than 73 million unique visitors access USA TODAY every month through desktops, smartphones and tablets; and 30.1 million unique visitors seek out USCP digital media monthly. Collectively, U.S. print products reach approximately 9.7 million dedicated U.S. readers every weekday, approximately 10.5 million every Sunday.

USA TODAY is currently the nation’s number one newspaper in consolidated print and digital circulation, according to the Alliance for Audited Media’s September 2014 Publisher’s Statement, with total daily circulation of 4.1 million and Sunday circulation of 3.7 million, which includes daily print, digital replica, digital non-replica, and branded editions. Our branded editions include the USA TODAY Local sections that are inserted into 35 community newspapers as of year-end. USA TODAY in February 2015 announced partnership deals with several non-Gannett news organizations to include the USA TODAY Local Edition as part of their print and digital offering to readers.

USA TODAY was introduced in 1982 as the country’s first national, general-interest daily publication. In 2014, we continued to build upon the success of 2013, solidifying our position as a leader

in digital content. Cross platform page views grew to an average of more than 1.2 billion a month, an increase of 13% over 2013. Our mobile products helped drive that growth, with an average 54% growth in monthly page views, reaching a high of more than 450 million page views. USA TODAY mobile visitors totaled 44.8 million in December 2014, reaching 25% of the mobile audience. This was a 33% increase from December 2013, according to comScore Mobile Metrix. In addition, USA TODAY's award-winning app is a top news app with 21.2 million downloads across iPad, iPhone, Android, Windows and Kindle Fire.

Newsquest’s digital audience increased substantially during 2014, with audited average daily unique users rising by 36%. Newsquest has a total average readership of approximately 6 million every week. During the year, Newsquest journalists took top prizes in five categories in the U.K.-wide Regional Press Awards.

USA TODAY digital and print content is produced at facilities in McLean, VA, and transmitted digitally to offset printing plants around the country. It is printed at our plants in 13 U.S. markets and commercially at offset plants owned by other print providers in 23 other U.S. markets.

Publishing non-daily products continued to be an important part of our market strategy in 2014. We produce non-daily publications in the U.S., including glossy lifestyle magazines, community publications and publications focused on a specific topic, such as health or cars.

Our strategy for non-daily publications is to appeal to key advertising segments (e.g., affluent women, families with children or young readers). Non-daily products help our print operations increase overall impressions and frequency for advertisers looking to reach specific audience segments or in some cases, like community weeklies, provide a lower price point alternative for smaller advertisers with specific geographic targets, thus helping to increase the local media organization’s local market share.

Audience research: As our publishing businesses relentlessly pursue their mission to meet consumers’ news and information needs anytime, anywhere and on any platform, we remain focused on an audience aggregation strategy. We consider the reach and coverage of our products across multiple platforms and measure the frequency with which consumers interact with each product to ensure our audiences remain highly engaged.

For example, results from a 2014 Scarborough Newspaper Penetration Report indicate two out of three adults in the Gannett Wisconsin East markets either read the print version of our publications (Appleton Post-Crescent/Fond du Lac Reporter/Green Bay Press-Gazette/Manitowoc Herald Times Reporter/Oshkosh Northwestern) or visit their web sites. This makes the Wisconsin East group the top-ranked local publishing operation in the country for integrated (combined print and online) audience penetration. According to the same report, three other USCP media organizations ranked in the Top 10: the Rochester (NY) Democrat and Chronicle ranked No. 3; the Des Moines Register, No. 8; and The Courier-Journal in Louisville, KY, No. 10.

We have gathered audience aggregation data for 55 of our markets and will continue to add more data in 2015. Aggregated audience data allows advertising sales staff to provide detailed information to advertisers about how best to reach their potential customers and the most effective product combination and frequency. This approach enables us to increase total advertising revenue potential while maximizing advertiser effectiveness.

In addition to the audience-based initiative, we continue to measure customer attitudes, behaviors and opinions to better understand customers’ digital use patterns and use qualitative research with audiences and advertisers to better determine their needs. In 2014, the USCP research group launched an ongoing

consumer satisfaction program in key markets. The initial wave included more than 7,600 interviews with consumers in 12 markets.

The group also conducted extensive consumer research regarding the integration of a USA TODAY edition into Gannett local newspapers resulting in USA TODAY now being inserted in 35 of our local USCP publications. Research showed that our subscribers reacted very favorably with nearly half saying they were more satisfied than before the addition of USA TODAY, and a third of them reporting they spend more time with the newspaper because of the additional USA TODAY content.

Advertising: We have advertising departments that sell retail, classified and national advertising across multiple platforms including print, online, mobile, tablet as well as niche publications. We have a national advertising sales force focused on the largest national advertisers and a separate sales organization to support classified employment sales - the Digital Employment Sales Center. G/O Digital provides marketing specialists to small and medium-sized businesses, and our Client Solutions groups provide customized marketing solutions. We have relationships with outside representative firms that specialize in the selling of national ads.

Retail display advertising is associated with local merchants or locally owned businesses. Retail includes regional and national chains - such as department and grocery stores - that sell in the local market.

National advertising is display advertising principally from advertisers who are promoting national products or brands. Examples are pharmaceuticals, travel, airlines, or packaged goods. Both retail and national ads include preprints, typically stand-alone multiple page fliers that are inserted in the daily print product.

Classified advertising includes the major categories of automotive, employment, legal and real estate/rentals. Advertising for classified segments is published in the classified sections, in other sections within the publication, on affiliated digital platforms and in niche magazines that specialize in the segment.

Proprietary research indicates that local and national advertisers find it challenging to manage the complexity of their marketing investment, particularly digital solutions. They are seeking to reach an increasingly elusive audience and are struggling to influence attitudes and behavior at each stage of the purchase path. To help advertisers solve this problem, a refined approach to media planning was created to present advertisers with targeted, integrated solutions. The planning process leverages our considerable advantage in data analysis and secondary research. The result is a tailored media/marketing plan where the individual elements work in concert to amplify and reinforce the advertiser’s message.

USCP continues to use online reader panels in 18 markets to measure advertising recall and effectiveness, article response, and identify consumer sentiment and trends. The reader panels include more than 30,000 opt-in respondents who have provided valuable feedback on more than 8,100 advertisements and 5,800 news articles. This capability allows sales staff in markets to provide deeper insights and return-on-investment metrics to advertisers.

Our consultative multi-media sales approach has been tailored to all levels of advertisers, from small, locally owned merchants to large, complex businesses. Along with this sales approach, we have intensified our sales and management training and improved the quality of sales calls. Digital product integration, sales pipeline management and a five-step consultative sales process were focus areas in 2014, with formal training delivered in all our markets. Front-line sales managers in all USCP markets participated in intensive training to help them coach their sales executives for top performance.

Online operations: In support of the All Access Content Subscription Model, we continue to invest in a significant expansion of mobile offerings across local markets, including native applications for iPhone and Android smartphones and iPads and tablet-optimized web sites. The mobile audience at our USCP markets continued to grow in 2014, ultimately making up approximately 30% of total page views, with mobile web sites and the native iPhone applications leading the way.

Through the All Access Content Subscription Model, we made a clear commitment to provide consumers with the content they most want on the devices they use to access news and information about their local communities. Mobile page views increased 114% and mobile visitors increased 184% in 2014 on a year-over-year basis.

In 2013, we implemented a social media content management software tool to allow the division’s journalists and marketing and customer service teams to more effectively manage multiple social media profiles and significantly increase their responsiveness and engagement with consumers.

We continue to enjoy a long-standing relationship of trust in our local business communities. Our advertising sales staff delivers solutions for our customers. Our digital marketing services provide localized marketing solutions to national and small to medium-sized businesses, helping them navigate the increasingly complex and diverse world of digital marketing. In 2014, we further expanded our G/O Digital suite of products and continued our partnership with Yahoo! to offer more digital solutions to advertisers. Through this, we are able to offer our customers expanded digital reach.

The overriding objective of our digital strategy is to provide compelling content that best serves our customers. A key reason customers turn to our digital platforms is to find local news and information. The credibility of the local media organization, a known and trusted information source, includes its digital platforms (tablet, mobile applications and its web site) and differentiates these digital sources from competing digital products. This allows our local media organizations to compete successfully as information providers.

A second objective in our digital business development is to leverage the natural synergies between the local media organizations and local digital platforms. The local content, customer relationships, news and advertising sales staff, and promotional capabilities are all competitive advantages for us. Our strategy is to use these advantages to create strong and timely content, sell packaged advertising products that meet the needs of advertisers, operate efficiently and leverage the known and trusted brand of the local media organization.

Gannett Media Technology International (GMTI) builds, manages and maintains the infrastructure that supports the desktop, mobile and native app digital presence associated with our U.S. newspaper and television businesses. GMTI partners with Gannett development teams to design applications and deliver platform enhancements in accelerated, iterative cycles with stringent quality standards. GMTI also provides application support and training for our teams across the country.

Circulation: USCP delivers content in print and online, via mobile devices and tablets. Digital access increased across all publications, driven by the All Access Content Subscription Model. USCP’s All Access Content Subscription Model has more than 1.6 million digitally activated subscribers, enabling them easy access to content-rich products. In a trend generally consistent with the domestic publishing industry, print circulation volume declined in 2014.

EZ Pay, a payment system which automatically deducts subscription payments from customers’ credit cards or bank accounts, enhances the subscriber retention rate. At the end of 2014, EZ Pay was used by 63% of all subscribers at our USCP sites.

For USCP, single copy represents approximately 15% of daily and 24% of Sunday net paid circulation volume.

The single copy price of USA TODAY at newsstands and vending machines was $2.00 in 2014. Mail subscriptions are available nationwide and abroad, and home, hotel and office delivery is available in many markets. Approximately 82% of its net paid circulation results are from single-copy sales at newsstands, vending machines or provided to hotel guests. The remainder is from home and office delivery, mail, educational and other sales.

At the end of 2014, 71 of our domestic daily publications, including USA TODAY, were published in the morning, and 11 were published in the evening.

Production and distribution: In 2011, Gannett Publishing Services, or GPS, was formed to improve the efficiency and reduce the cost associated with producing and distributing our printed products across all divisions in the United States. GPS directly manages the production and distribution operations for all of our domestic publishing operations including all community newspapers and USA TODAY.

GPS leverages our existing assets, including employee talent and experience, physical plants and equipment, and its vast national and local distribution networks. GPS is responsible for imaging, advertising production, page processing, internal and external printing and packaging, and internal and external distribution of our printed products. We continue to benefit from consolidations of print facilities and the optimization of our carrier force and routing structure within our distribution network.

Gannett Imaging and Ad Design Centers (GIADC), which are utilized for commercial imaging and advertising production, serve 81 publishing properties, including USA TODAY and all USCP dailies with the exception of Guam, our Broadcasting properties, and complete special projects for other internal businesses. GIADC is utilized for commercial imaging and/or advertising production by 44 external customers. In 2014, we completed the centralization of our page-release process into the GIADC centers, resulting in standardization and efficiencies. The GIADC now handles the step between the creation of the printed pages at our five regional Design Studios and the production at both internal and external plants.

At the end of 2014, almost all USCP and USA TODAY employees were utilizing a common content management system. The common content management system enables the communication and collaboration needed to build strong design remotely. The studios are operationally efficient while enhancing design in company-wide publications.

Newsquest operates its publishing activities around regional centers to maximize the use of management, finance, printing and personnel resources. This enables the group to offer readers and advertisers a range of attractive products across the market. The clustering of titles and, usually, the publication of a free print product alongside a paid-for print product, allows cross-selling of advertising serving the same or contiguous markets, satisfying the needs of its advertisers and audiences.

Newsquest produces free and paid-for print products with quality local editorial content. Newsquest also distributes advertising leaflets in the communities it serves. Most of Newsquest’s paid-for distribution is outsourced to wholesalers, although direct delivery is employed as well to maximize circulation sales opportunities.

Newspaper partnerships: We own a 19.49% interest in California Newspapers Partnership, which includes 19 daily California newspapers; a 40.64% interest in Texas-New Mexico Newspapers Partnership, which includes six daily newspapers in Texas and New Mexico and four newspapers in Pennsylvania; a 13.50% interest in Ponderay Newsprint Company in the state of Washington; and a 50% partnership interest in TNI Partners, which provides service to a non-Gannett publication in Tucson, AZ.

Competition: Our publishing operations and affiliated digital platforms compete with other media and digital ventures for advertising. Publishing operations also compete for circulation and readership against other professional news and information operations and amateur content creators. Very few of our publishing operations have daily competitors that are published in the same city. Most of our print products compete with other print products published in suburban areas, nearby cities and towns, free-distribution and paid-advertising publications (such as weeklies), and other media, including magazines, television, direct mail, cable television, radio, outdoor advertising, directories, e-mail marketing, web sites and mobile-device platforms.

The rate of development of opportunities in, and competition from, digital media, including web site, tablet and mobile products, is increasing. Through internal development, content distribution programs, acquisitions and partnerships, our efforts to explore new opportunities in the news, information and communications business and in audience generation will keep expanding.

We continue to seek more effective ways to engage with local communities using all available media platforms and tools.

Environmental regulation: We are committed to protecting the environment. Our goal is to ensure our facilities comply with federal, state, local and foreign environmental laws and to incorporate appropriate environmental practices and standards in our operations. We are one of the industry leaders in the use of recycled newsprint, increasing our purchase of newsprint containing recycled content from 42,000 metric tons in 1989 to 138,980 metric tons in 2014. During 2014, 37% of our domestic newsprint purchases contained recycled content, with an average recycled content of 45%. Additional information about our environmental and sustainability initiatives can be found on page 13.

Our operations use inks, solvents and fuels. The use, management and disposal of these substances are sometimes regulated by environmental agencies. We retain a corporate environmental consultant who, along with internal and outside counsel, oversees regulatory compliance and preventive measures. Some of our subsidiaries have been included among the potentially responsible parties in connection with sites that have been identified as possibly requiring environmental remediation. Additional information about these matters can be found in Part I, Item 3, Legal Proceedings, in this Form 10-K.

Raw materials: Newsprint, which is the basic raw material used in print publication, has been and may continue to be subject to significant price changes from time to time. During 2014, our total newsprint consumption was 377,467 metric tons, including consumption by USA TODAY, tonnage at non-Gannett print sites and Newsquest. Newsprint consumption was 7% less than in 2013. We purchase newsprint from 15 domestic and global suppliers.

In 2014, global newsprint supplies were adequate. We continue to moderate newsprint consumption and expense through press web-width reductions and the use of lighter basis weight paper. We believe available sources of newsprint, together with present inventories, will continue to be adequate to supply the needs of our publishing operations.

Joint operating agencies: Our publishing subsidiary in Detroit participates in a joint operating agency (JOA). The JOA performs the production, sales and distribution functions for the subsidiary and another publishing company under a joint operating agreement. Operating results for the Detroit JOA are fully consolidated along with a charge for the minority partner’s share of profits.

Digital Segment

The largest businesses within our Digital Segment are Cars.com, CareerBuilder, PointRoll and Shoplocal.

In October 2014, we acquired the remaining 73% interest we did not already own in Cars.com. With the acquisition, Cars.com joined CareerBuilder.com and several other online companies in Gannett’s digital business.

Launched in 1998, Cars.com is a leading independent research site for car shoppers with approximately 30 million visits per month. Independent automotive research sites have become an integral part of today’s car shopping process. Today, nearly all consumers visit a third-party site such as Cars.com during their shopping journey to research vehicle and dealership information and build confidence in the decision-making process. Cars.com offers credible and easy-to-understand information from consumers and experts to provide car buyers greater control over the shopping process. Leveraging its growing audience, Cars.com informs digital marketing strategies through consumer insights and innovative products, helping automotive dealers and manufacturers more effectively reach in-market car shoppers. Cars.com hosts approximately 4 million vehicle listings and serves more than 20,000 customers that are primarily franchise and independent car dealers in all 50 states. In January 2015, Cars.com expanded into the area of service, introducing a solution that provides information about reputable repair shops and allows consumers to get estimates on potential vehicle repairs. Cars.com is located in Chicago, IL.

CareerBuilder is the global leader in human capital solutions, helping companies target, attract and retain talent. Through constant innovation, unparalleled technology, and customer care delivered at every touch point, CareerBuilder helps match the right talent with the right opportunity more than any other site.

CareerBuilder offers a wide array of services and works with the world’s top employers, providing everything from labor market intelligence to talent management software and other recruitment solutions. CareerBuilder is changing the way companies source, engage and re-engage talent. CareerBuilder1 is a single sign-on HR software solution that leverages advertising, data and technology into one pre-hire platform so employers can hire the best talent, faster. Most of the revenues are generated by its own sales force but substantial revenues are earned through sales of employment advertising placed with CareerBuilder’s owners’ affiliated media organizations.

Its online job site, CareerBuilder.com, is the largest in North America with the highest revenue.

Headquartered in Chicago, IL, CareerBuilder and its subsidiaries operate in the U.S., Europe, Canada, Asia, Australia and South America. Its sites, combined with its partnerships, give CareerBuilder a presence in more than 60 markets worldwide.

In 2014, CareerBuilder acquired Broadbean Technology Limited, Broadbean Incorporated and Broadbean Technology PTY LTD (collectively Broadbean), headquartered in the U.K. Broadbean is the global leader in providing sophisticated, yet easy-to-use candidate sourcing tools that help recruiters improve efficiency and increase return on investment. Broadbean’s software makes it easy to distribute jobs and search for talent online, while providing tools that optimize the recruitment process and integrate internal systems. Broadbean’s analytics assist employers by giving insight on the most successful sourcing channels as well as providing metrics to increase effectiveness, ultimately lowering the cost of online recruitment spend. Broadbean is a leader in job distribution, candidate sourcing and big data analytics software.

PointRoll is a multi-screen digital advertising technology and services company. PointRoll enables advertisers, agencies, and publishers to create, target, deploy, and optimize digital campaigns in real time across any digital channel including display, rich media, in-stream video, mobile, tablet and more. PointRoll provides the creative tools, analytics and expertise marketers need to effectively engage consumers and convert them into buyers and brand supporters. Founded in May 2000, PointRoll has been instrumental in the evolution of digital engagement and has evolved beyond the expandable banner advertising to offer marketers the ability to find consumers wherever they are across any digital platform and deliver a relevant brand or direct response experience, dramatically improving advertising effectiveness while gaining actionable insights. PointRoll is headquartered in King of Prussia, PA, and maintains offices across the U.S.

Shoplocal is the leader in turnkey local, at scale interactive marketing that turns content into commerce for national retailers, brands and agencies. Shoplocal offers a complete suite of innovative digital advertising solutions to connect with shoppers along the path to purchase, driving measurable in-store sales and ROI. Shoplocal partners with more than 100 of the nation’s top retailers and brands, including CVS, Kohl’s, Lowe’s, Macy’s, Publix, Staples, Target, Walmart and Walgreens, to deliver localized promotions to shoppers at national scale through online circulars, display advertising, search, social media, digital out of home and mobile. Shoplocal is headquartered in Chicago, IL.

Competition: For Cars.com, in recent years dealers have shifted an increasing portion of their advertising budgets to new entrants with niche advertising products. Dealers also continue to invest in SEM and SEO to drive traffic directly to their own websites, bypassing third-party sites while still investing in traditional media such as television, radio and newspapers. Cars.com has maintained its leadership position through its award-winning site and through innovative new products for its advertisers. In the current competitive climate, the need to innovate and to connect an advertiser’s investment to eventual sales at a local level will be of increasing importance.

For CareerBuilder, the largest online employment site in North America, the market for online recruitment solutions is highly competitive with a multitude of online and offline competitors. Competitors include other employment related web sites, general classified advertising web sites, professional networking and social networking web sites, traditional media companies, Internet portals, search engines and blogs. The barriers for entry into the online recruitment market are relatively low and new competitors continue to emerge. Recent trends include the rising popularity of professional and social media networking websites which have gained traction with employer advertisers. The number of niche job boards targeting specific industry verticals has also continued to increase. CareerBuilder’s ability to maintain its existing customer base and generate new customers depends to a significant degree on the quality of its services, pricing, product innovation and reputation among customers and potential customers.

For PointRoll, the market for rich media advertising technology solutions is highly competitive. Competitors include divisions of larger public media and technology companies, and several earlier-stage independent rich media, dynamic ad, video, mobile, and social advertising technology specialists. The barriers to entry in the rich media market are moderate. Recent trends include the shift towards audience-centric, exchange-based media buying, entry of dynamic advertising generation specialists, the move towards automated creative design tools, and the shift toward video content online with associated in-stream advertising opportunities. Increasingly, marketers and their agencies are looking for advertising technology providers that can scale across media platforms, including rich

media, video and mobile. PointRoll’s ability to maintain and grow its customer base and revenue depends largely on its continued product innovation, level of service quality, depth of marketing analytics and ultimately the effectiveness of its rich media advertising and resulting customer satisfaction.

For Shoplocal, the market for digital store promotions is highly competitive and evolving as digital media transforms marketing programs. Shoplocal competitors in the online circular space are few. Media fragmentation continues to challenge retailers and Shoplocal is well positioned to deliver solutions to meet this challenge. Shoplocal anticipates continued benefits from growth in online-influenced offline retail sales. The scale of Shoplocal’s proprietary retail database and its established distribution partnerships is a source of advantage in this space. Shoplocal enables delivery of all types of promotional content to any digitally connected device across all platforms, a key factor with the continued surge in mobile and social usage among consumers.

Regulation and legislation (impacting Digital Segment businesses and digital operations associated with Publishing and Broadcasting businesses): The U.S. Congress has passed legislation which regulates certain aspects of the Internet, including content, copyright infringement, taxation, access charges, liability for third-party activities and jurisdiction. Federal, state, local and foreign governmental organizations have enacted and also are considering other legislative and regulatory proposals that would regulate the Internet. Areas of potential regulation include, but are not limited to, user privacy and intellectual property ownership. With respect to user privacy, the legislative and regulatory proposals could regulate behavioral advertising, which specifically refers to the use of user behavioral data for the creation and delivery of more relevant, targeted Internet advertisements. Some of our properties leverage certain aspects of user behavioral data in their solutions.

Employees

At the end of 2014, we and our subsidiaries had approximately 31,250 full-time and part-time employees including 2,800 CareerBuilder employees.



	2014	2013
Broadcast	5,100	4,800
Publishing	20,950	23,000
Digital	4,400	3,000
Corporate and unallocated	800	800
Total company	31,250	31,600

Approximately 10% of our employees (including subsidiaries) in the U.S. are represented by labor unions. They are represented by 67 local bargaining units, most of which are affiliated with one of eight international unions under collective bargaining agreements. These agreements conform generally with the pattern of labor agreements in the publishing and broadcasting industries. We do not engage in industry-wide or company-wide bargaining. Our U.K. subsidiaries bargain with two unions over working practices, wages and health and safety issues only.

Environmental and Sustainability Initiatives

We are committed to making smart decisions to protect the environment and manage our environmental impact responsibly. We have taken a number of steps to reduce our environmental impact and underscore our commitment to sustainability.

We have been an industry pioneer in switching to environmentally-friendly press products, such as low-VOC (Volatile Organic Compound) washes and fountain solutions and citrus-based press cleaners. All colored inks we use are soy-based rather than petroleum-based, and delivered in reusable containers. Our waste ink is recycled, either on-site or at the manufacturer’s facility. We continue to minimize landfill usage by collecting used paper, plastics and other materials for recycling and have substantially reduced water usage by switching to dry methods of photo processing and plate processing.

We have reduced greenhouse emissions by using newsprint vendors who practice sustainability, switching to light-weight newsprint, and reducing the web width of the newspapers printed.

We are focused on energy efficiency. We have relocated many employees in older facilities to newer, more energy efficient offices. We have also installed more energy efficient systems and appliances in many of our buildings. Since 2012, our energy reduction program has reduced estimated energy usage by almost 12 million kilowatt hours annually. For 2015, we have identified new projects to reduce power consumption further.

Our Green Operating Employee Group serves as a forum to review and recommend “green” ideas and practices. The group maintains an intranet site that provides an accessible, informative and interactive resource highlighting new and innovative green best practices which help our businesses and properties develop more sustainable operating practices.

Many of our media organizations cover environmental and sustainability issues. A good example is The Des Moines Register, which – in a journalistic first – used a combination of traditional print coverage and emerging digital technologies, including virtual reality, to examine how Iowa farm families are responding to climate change as well as cultural, economic and technological changes. The series was published across many of our other digital media properties.

Make A Difference Day is the nation’s largest day of volunteering. For more than 20 years, we have mobilized millions of people across the U.S. for this national day of service. Volunteer efforts often include environmentally beneficial projects such as planting trees or gardens, cleaning up trash and planting sod.

The Gannett Foundation supports non-profit activities in communities where we do business and contributes to a variety of charitable causes through its Community Grant Program. One of Gannett Foundation’s community action grant priorities is environmental conservation.



State/District of Columbia	City	Station/web site	Channel/Network	Affiliation Agreement Expires in	Weekly Audience ⁽⁵⁾		Founded
Arizona	Flagstaff	KNAZ-TV: azcentral.com/12news	Ch. 2/NBC	2017	₍₆	₎	1970
	Phoenix	KPNX-TV: azcentral.com/12news	Ch. 12/NBC	2017	1,187,000		1953
	Tucson	KMSB-TV⁽¹⁾: tucsonnewsnow.com	Ch. 11/FOX	2016	212,000		1967
		KTTU-TV⁽¹⁾: tucsonnewsnow.com	Ch. 18/MNTV	2016	81,000		1984
Arkansas	Little Rock	KTHV-TV: todaysthv.com	Ch. 11/CBS	2015	416,000		1955
California	Sacramento	KXTV-TV: news10.net	Ch. 10/ABC	2018	832,000		1955
Colorado	Denver	KTVD-TV: ktvd.com	Ch. 20/MNTV	2016	562,000		1988
		KUSA-TV: 9news.com	Ch. 9/NBC	2017	1,114,000		1952
District of Columbia	Washington	WUSA-TV: wusa9.com	Ch. 9/CBS	2015	1,682,000		1949
Florida	Jacksonville	WJXX-TV: firstcoastnews.com	Ch. 25/ABC	2018	390,000		1989
		WTLV-TV: firstcoastnews.com	Ch. 12/NBC	2017	450,000		1957
	Tampa-St. Petersburg	WTSP-TV: wtsp.com	Ch. 10/CBS	2015	1,238,000		1965
Georgia	Atlanta	WATL-TV: myatltv.com	Ch. 36/MNTV	2016	737,000		1954
		WXIA-TV: 11alive.com	Ch. 11/NBC	2017	1,512,000		1948
	Macon	WMAZ-TV: 13wmaz.com	Ch. 13/CBS	2015	199,000		1953
Idaho	Boise	KTVB-TV⁽³⁾: ktvb.com	Ch. 7/NBC	2015	191,000		1953
Kentucky	Louisville	WHAS-TV⁽¹⁾: whas11.com	Ch. 11/ABC	2018	456,000		1950
Louisiana	New Orleans	WWL-TV: wwltv.com	Ch. 4/CBS	2017	556,000		1957
		WUPL-TV⁽⁴⁾: wupltv.com	Ch. 54/MNTV	2016	154,000		1955
Maine	Bangor	WLBZ-TV: wlbz2.com	Ch. 2/NBC	2017	106,000		1954
	Portland	WCSH-TV: wcsh6.com	Ch. 6/NBC	2017	283,000		1953
Michigan	Grand Rapids	WZZM-TV: wzzm13.com	Ch. 13/ABC	2018	350,000		1962
Minnesota	Minneapolis-St. Paul	KARE-TV: kare11.com	Ch. 11/NBC	2017	1,269,000		1953
Missouri	St. Louis	KSDK-TV: ksdk.com	Ch. 5/NBC	2017	964,000		1947
New York	Buffalo	WGRZ-TV: wgrz.com	Ch. 2/NBC	2017	499,000		1954
North Carolina	Charlotte	WCNC-TV: wcnc.com	Ch. 36/NBC	2015	734,000		1967
	Greensboro	WFMY-TV: digtriad.com	Ch. 2/CBS	2015	549,000		1949
Ohio	Cleveland	WKYC-TV: wkyc.com	Ch. 3/NBC	2017	1,107,000		1948
Oregon	Portland	KGW-TV⁽¹⁾⁽²⁾: kgw.com	Ch. 8/NBC	2015	809,000		1956
South Carolina	Columbia	WLTX-TV: wltx.com	Ch. 19/CBS	2015	278,000		1953
Tennessee	Knoxville	WBIR-TV: wbir.com	Ch. 10/NBC	2017	449,000		1956
Texas	Abilene-Sweetwater	KXVA-TV: myfoxzone.com	Ch. 15/FOX	2017	54,200		2001
	Austin	KVUE-TV: kvue.com	Ch. 24/ABC	2018	448,000		1971
	Beaumont-Port Arthur	KBMT-TV: 12newsnow.com	Ch. 12/ABC	2018	137,000		1961
	Corpus Christi	KIII-TV: kiiitv.com	Ch. 3/ABC	2018	146,000		1964
	Dallas/Ft. Worth	WFAA-TV: wfaa.com	Ch. 8/ABC	2018	1,656,000		1949
	Houston	KHOU-TV: khou.com	Ch. 11/CBS	2017	1,548,000		1953
	San Angelo	KIDY-TV: myfoxzone.com	Ch. 6/FOX	2017	21,700		1984
	San Antonio	KENS-TV: kens5.com	Ch. 5/CBS	2017	641,000		1950
	Tyler-Longview	KYTX-TV: cbs19.tv	Ch. 19/CBS	2019	142,000		2008
	Waco-Temple-College Station	KCEN-TV: kcentv.com	Ch. 9/NBC	2016	202,000		1953
Virginia	Hampton/Norfolk	WVEC-TV: 13newsnow.com	Ch. 13/ABC	2018	512,000		1953
Washington	Seattle/Tacoma	KING-TV: king5.com	Ch. 5/NBC	2015	1,259,000		1948
		KONG-TV: king5.com	Ch. 16/IND		563,000		1997
	Spokane	KREM-TV: krem.com	Ch. 2/CBS	2016	274,000		1954
		KSKN-TV: spokanescw22.com	Ch. 22/CW	2016	94,000		1983

DAILY LOCAL MEDIA ORGANIZATIONS AND AFFILIATED DIGITAL PLATFORMS

State Territory			Average 2014 Circulation - Print and Digital Replica and Non-Replica
State Territory	City	Local media organization/web site	Morning	Afternoon	Sunday	Founded
Alabama	Montgomery	Montgomery Advertiser www.montgomeryadvertiser.com	25,555		30,918	1829
Arizona	Phoenix	The Arizona Republic www.azcentral.com	232,502		487,441	1890
Arkansas	Mountain Home	The Baxter Bulletin www.baxterbulletin.com	8,423			1901
California	Palm Springs	The Desert Sun www.mydesert.com	33,080		37,248	1927
	Salinas	The Salinas Californian www.thecalifornian.com	7,368			1871
	Visalia	Visalia Times-Delta/Tulare Advance-Register www.visaliatimesdelta.com www.tulareadvanceregister.com	15,492			1859
Colorado	Fort Collins	Fort Collins Coloradoan www.coloradoan.com	19,952		25,118	1873
Delaware	Wilmington	The News Journal www.delawareonline.com	71,934		104,550	1871
Florida	Brevard County	FLORIDA TODAY www.floridatoday.com	47,656		81,283	1966
	Fort Myers	The News-Press www.news-press.com	50,130		71,310	1884
	Pensacola	Pensacola News Journal www.pnj.com	31,687		44,720	1889
	Tallahassee	Tallahassee Democrat www.tallahassee.com	29,652		42,100	1905
Guam	Hagatna	Pacific Daily News www.guampdn.com	13,281		12,286	1944
Indiana	Indianapolis	The Indianapolis Star www.indystar.com	137,129		265,112	1903
	Lafayette	Journal and Courier www.jconline.com	22,541		30,253	1829
	Muncie	The Star Press www.thestarpress.com	20,422		26,051	1899
	Richmond	Palladium-Item www.pal-item.com	9,616		14,194	1831
Iowa	Des Moines	The Des Moines Register www.desmoinesregister.com	86,773		173,001	1849
	Iowa City	Iowa City Press-Citizen www.press-citizen.com	10,079			1860
Kentucky	Louisville	The Courier-Journal www.courier-journal.com	114,719		205,216	1868
Louisiana	Alexandria	Alexandria Daily Town Talk www.thetowntalk.com	15,350		20,517	1883
	Lafayette	The Daily Advertiser www.theadvertiser.com	21,936		29,609	1865
	Monroe	The News-Star www.thenewsstar.com	21,540		25,937	1890
	Opelousas	Daily World www.dailyworld.com	4,409		5,556	1939
	Shreveport	The Times www.shreveporttimes.com	32,736		49,304	1871
Maryland	Salisbury	The Daily Times www.delmarvanow.com	13,752		18,180	1900

DAILY LOCAL MEDIA ORGANIZATIONS AND AFFILIATED DIGITAL PLATFORMS

State Territory			Average 2014 Circulation - Print and Digital Replica and Non-Replica
State Territory	City	Local media organization/web site	Morning	Afternoon	Sunday	Founded
Michigan	Battle Creek	Battle Creek Enquirer www.battlecreekenquirer.com	11,663		16,675	1900
	Detroit	Detroit Free Press www.freep.com	173,215		867,821	1832
	Lansing	Lansing State Journal www.lansingstatejournal.com	35,254		47,815	1855
	Livingston County	Daily Press & Argus www.livingstondaily.com	9,222		13,181	1843
	Port Huron	Times Herald www.thetimesherald.com	15,050		22,568	1900
Minnesota	St. Cloud	St. Cloud Times www.sctimes.com	20,392		25,637	1861
Mississippi	Hattiesburg	Hattiesburg American www.hattiesburgamerican.com		7,886	10,663	1897
	Jackson	The Clarion-Ledger www.clarionledger.com	46,090		53,774	1837
Missouri	Springfield	Springfield News-Leader www.news-leader.com	29,206		46,607	1893
Montana	Great Falls	Great Falls Tribune www.greatfallstribune.com	22,195		24,838	1885
Nevada	Reno	Reno Gazette-Journal www.rgj.com	35,133		55,978	1870
New Jersey	Asbury Park	Asbury Park Press www.app.com	80,722		119,495	1879
	Bridgewater	Courier News www.mycentraljersey.com	10,244		13,376	1884
	Cherry Hill	Courier-Post www.courierpostonline.com	35,860		47,618	1875
	East Brunswick	Home News Tribune www.mycentraljersey.com	20,261		24,360	1879
	Morristown	Daily Record www.dailyrecord.com	14,021		16,962	1900
	Vineland	The Daily Journal www.thedailyjournal.com	10,834			1864
New York	Binghamton	Press & Sun-Bulletin www.pressconnects.com	28,896		38,687	1904
	Elmira	Star-Gazette www.stargazette.com	12,862		19,960	1828
	Ithaca	The Ithaca Journal www.theithacajournal.com	9,405			1815
	Poughkeepsie	Poughkeepsie Journal www.poughkeepsiejournal.com	21,479		28,847	1785
	Rochester	Rochester Democrat and Chronicle www.democratandchronicle.com	96,444		138,159	1833
	Westchester County	The Journal News www.lohud.com	57,865		74,137	1829
North Carolina	Asheville	Asheville Citizen-Times www.citizen-times.com	28,415		40,236	1870

DAILY LOCAL MEDIA ORGANIZATIONS AND AFFILIATED DIGITAL PLATFORMS

State Territory			Average 2014 Circulation - Print and Digital Replica and Non-Replica
State Territory	City	Local media organization/web site	Morning	Afternoon	Sunday	Founded
Ohio	Bucyrus	Telegraph-Forum www.bucyrustelegraphforum.com	3,508			1923
	Chillicothe	Chillicothe Gazette www.chillicothegazette.com		7,607	9,311	1800
	Cincinnati	The Cincinnati Enquirer www.cincinnati.com	114,021		215,203	1841
	Coshocton	Coshocton Tribune www.coshoctontribune.com		3,528	4,375	1842
	Fremont	The News-Messenger www.thenews-messenger.com		5,179		1856
	Lancaster	Lancaster Eagle-Gazette www.lancastereaglegazette.com		7,462	9,114	1807
	Mansfield	News Journal www.mansfieldnewsjournal.com	16,561		22,969	1885
	Marion	The Marion Star www.marionstar.com	5,855		7,180	1880
	Newark	The Advocate www.newarkadvocate.com		11,405	13,533	1820
	Port Clinton	News Herald www.portclintonnewsherald.com		2,218		1864
	Zanesville	Times Recorder www.zanesvilletimesrecorder.com	10,888		12,684	1852
Oregon	Salem	Statesman Journal www.statesmanjournal.com	30,110		36,280	1851
South Carolina	Greenville	The Greenville News www.greenvilleonline.com	44,365		93,369	1874
South Dakota	Sioux Falls	Argus Leader www.argusleader.com	29,300		56,061	1881
Tennessee	Clarksville	The Leaf-Chronicle www.theleafchronicle.com	10,716		20,092	1808
	Jackson	The Jackson Sun www.jacksonsun.com	14,025		21,460	1848
	Murfreesboro	The Daily News Journal www.dnj.com	10,264		13,246	1848
	Nashville	The Tennessean www.tennessean.com	93,531		208,357	1812
Utah	St. George	The Spectrum www.thespectrum.com	13,370		15,424	1963
Vermont	Burlington	The Burlington Free Press www.burlingtonfreepress.com	23,477		27,707	1827
Virginia	McLean	USA TODAY* www.usatoday.com	4,139,380		3,686,797	1982
	Staunton	The Daily News Leader www.newsleader.com	12,217		15,043	1904
Wisconsin	Appleton	The Post-Crescent www.postcrescent.com	34,610		47,236	1853
	Fond du Lac	The Reporter www.fdlreporter.com	9,206		11,963	1870
	Green Bay	Green Bay Press-Gazette www.greenbaypressgazette.com	38,977		56,968	1915
	Manitowoc	Herald Times Reporter www.htrnews.com	9,007		10,633	1898
	Marshfield	Marshfield News-Herald www.marshfieldnewsherald.com		7,086		1927
	Oshkosh	Oshkosh Northwestern www.thenorthwestern.com	11,634		16,199	1868
	Sheboygan	The Sheboygan Press www.sheboyganpress.com	13,162		16,251	1907
	Stevens Point	Stevens Point Journal www.stevenspointjournal.com		6,963		1873
		Central Wisconsin Sunday			14,325
	Wausau	Wausau Daily Herald www.wausaudailyherald.com		13,678	18,230	1903
	Wisconsin Rapids	The Daily Tribune www.wisconsinrapidstribune.com		7,168		1914

DIGITAL

Cars.com: www.cars.com

Headquarters: Chicago, IL

Sales offices: Abilene, TX; Albany, NY; Albuquerque, NM; Asheboro, NC; Atlanta, GA; Augusta, GA; Austin, TX; Bakersfield, CA; Baton Rouge, LA; Bay Area, CA; Beaumont, TX; Billings, MT; Birmingham, AL; Boston, MA; Buffalo, NY; Carbondale, IL; Cedar Rapids, IA; Champaign, IL; Charleston, SC; Chattanooga, TN; Columbus, OH; Corpus Christi, TX; Dayton, OH; Denver, CO; El Paso, TX; Erie, PA; Eugene, OR; Evansville, IN; Fairfield, IL; Flint, MI; Ft. Wayne, IN; Greensboro, NC; Harrisburg, PA; Honolulu, HI; Houston, TX; Huntington, WV; Huntsville, AL; Idaho Falls, ID; Jacksonville, FL; Jefferson City, MO; Knoxville, TN; La Crosse, WI; Las Vegas, NV; Little Rock, AR; Long Island, NY; Longview, WA; Lubbock, TX; Lufkin, TX; Madison, WI

CareerBuilder: www.careerbuilder.com

Headquarters: Chicago, IL

Sales offices: Atlanta, GA; Boston, MA; Chicago, IL; Cincinnati, OH; Dallas, TX; Denver, CO; Detroit, MI; Edison, NJ; Houston, TX; Irvine, CA; Kansas City, KS; Los Angeles, CA; Minneapolis, MN; Moscow, ID; Nashville, TN; New York, NY; Orlando, FL; Philadelphia, PA; San Bruno, CA; Scottsdale, AZ; Washington, DC

International offices: Australia, Brazil, Canada, China, France, Germany, Greece, India, Indonesia, Italy, Malaysia, Netherlands, Singapore, Spain, Sweden, United Kingdom, Vietnam

PointRoll, Inc.: www.pointroll.com

Headquarters: King of Prussia, PA

Sales offices: Atlanta, GA; Boston, MA; Chicago, IL; Detroit, MI; Los Angeles, CA; New York, NY; San Francisco, CA

Shoplocal: www.shoplocal.com; www.aboutshoplocal.com

Headquarters: Chicago, IL

Sales office: Chicago, IL

USA TODAY/USATODAY.com

Headquarters and editorial offices: McLean, VA

Print sites: Albuquerque, NM; Atlanta, GA; Boston, MA; Cleveland, OH; Columbia, SC; Columbus, OH; Dallas, TX; Denver, CO; Des Moines, IA; Detroit, MI; Eugene, OR; Fort Lauderdale, FL; Houston, TX; Indianapolis, IN; Kansas City, MO; Las Vegas, NV; Los Angeles, CA; Louisville, KY; Milwaukee, WI; Minneapolis, MN; Mobile, AL; Nashville, TN; Oklahoma City, OK; Orlando, FL; Phoenix, AZ; Rochester, NY; Rockaway, NJ; St. Louis, MO; St. Petersburg, FL; Salt Lake City, UT; San Jose, CA; Seattle, WA; Springfield, MO; Springfield, VA; Wilmington, DE; Winston-Salem, NC

Advertising offices: Atlanta, GA; Chicago, IL; Dallas, TX; Detroit, MI; Los Angeles, CA; McLean, VA; New York, NY; San Francisco, CA

USA TODAY Sports Media Group: www.Thebiglead.com; www.Thehuddle.com; www.Hoopshype.com; www.Mmajunkie.com; www.Bnqt.com; www.Baseballhq.com; www.Quickish.com; www.Usatodayhss.com; ftw.usatoday.com; q.usatoday.com; www.fantasyscore.com; www.spanningthesec.com; www.usatodaysportsimages.com

Headquarters: Los Angeles

Advertising offices: Los Angeles, CA; McLean, VA; New York, NY

USA TODAY Travel Media Group

Headquarters: McLean, VA

Advertising offices: McLean, VA

Reviewed.com: www.reviewed.com
Headquarters: Cambridge, MA

G/O Digital: G/O Digital: www.godigitalmarketing.com; BLiNQ Media: www.blinqmedia.com; Local Flavor: www.localflavor.com; Clipper Digital: www.clippermagazine.com; Mobestream Media (Key Ring): www.keyringapp.com

Headquarters: Chicago, IL
Sales offices: Atlanta, GA; Chicago, IL; Dallas, TX; New York, NY; Phoenix, AZ

BLiNQ Media: www.blinqmedia.com

Headquarters: Atlanta, GA

Advertising offices: Atlanta, GA; Chicago, IL; New York, NY

Mobestream Media: www.keyringapp.com

Headquarters: Dallas, TX

Clipper Magazine: www.clippermagazine.com; www.localflavor.com; www.mintmagazine.com; www.totalloyalty.com

Headquarters: Mountville, PA

Gannett Government Media
Headquarters: Springfield, VA
Brands: Army Times: www.armytimes.com, Navy Times: www.navytimes.com, Marine Corps Times: www.marinecorpstimes.com, Air Force Times: www.airforcetimes.com, Military Times: www.militarytimes.com, Federal Times: www.federaltimes.com, Defense News: www.defensenews.com, Defense News with Vago Muradian: www.defensenewstv.com, C4ISR & Networks: www.c4isrnet.com, Military Times Best for Vets: www.militarytimes.com/best-for-vets

Gannett Media Technologies International: www.gmti.com
Headquarters: Chesapeake, VA
Regional office: Cincinnati, OH

Non-daily publications: Weekly, semi-weekly, monthly or bimonthly publications in Alabama, Arizona, Arkansas, California, Colorado, Delaware, Florida, Guam, Indiana, Iowa, Kentucky, Louisiana, Maryland, Michigan, Minnesota, Mississippi, Missouri, Montana, Nevada, New Jersey, New York, North Carolina, Ohio, Oregon, South Carolina, South Dakota, Tennessee, Utah, Vermont, Virginia, Wisconsin

Gannett Publishing Services: www.gannettpublishingservices.com

Headquarters: McLean, VA
Sales office: Atlanta, GA

Gannett Satellite Information Network: McLean, VA

ITEM 1A. RISK FACTORS

In addition to the other information contained or incorporated by reference into this Form 10-K, prospective investors should consider carefully the following risk factors before investing in our securities. The risks described below may not be the only risks we face. Additional risks that we do not yet perceive or that we currently believe are immaterial may adversely affect our business and the trading price of our securities.

Changes in economic conditions in the U.S., U.K. and other international markets we serve may depress demand for our products and services

Our operating results depend on the relative strength of the economy in our principal television, publishing and digital markets as well as the strength or weakness of regional and national economic factors. A decline in economic conditions in the U.S. and U.K. could have a significant adverse impact on our businesses, particularly publishing, and could significantly impact all key advertising revenue categories.

Competition from alternative forms of media may impair our ability to grow or maintain revenue levels in core and new businesses

Advertising produces the predominant share of our broadcasting, publishing and digital revenues, with affiliated web site, mobile and tablet revenues being an important component. With the continued development of alternative forms of media, particularly electronic media including those based on the Internet, our businesses may face increased competition. Alternative media sources may affect our ability to generate circulation revenues and our television audience. New and emerging technologies such as subscription streaming media services and mobile video are increasing competition for household audiences and advertisers. This competition may make it difficult for us to grow or maintain our print advertising, circulation and broadcasting revenues, which we believe will challenge us to expand the contributions of our online and other digital businesses.

The proposed separation of our Publishing business from our Broadcasting and Digital businesses is subject to various risks and uncertainties, and may not be completed on the terms or timeline currently contemplated, if at all

On Aug. 5, 2014, we announced our plan to create two publicly traded companies: one exclusively focused on our Broadcasting and Digital businesses, and the other on our Publishing business. The separation, which is expected to be completed mid-2015, is subject to certain customary conditions, including final approval of our Board of Directors. In addition, unanticipated developments, including possible delays in obtaining various tax opinions or rulings, regulatory approvals or clearances and uncertainty of the financial markets, could delay or prevent the completion of the proposed separation or cause the proposed separation to occur on terms or conditions that are different from those currently expected. As a result, we are unable to assure that we will complete the proposed separation on the terms or the timeline that we announced, if at all.

The proposed separation may not achieve some or all of the anticipated benefits

Executing the proposed separation will require us to incur costs as well as time and attention from our senior management and key employees, which could distract them from operating our business, disrupt operations, and result in the loss of business opportunities, which could adversely affect our business, financial condition, and results of operations. We may also experience increased difficulties in attracting, retaining and motivating key employees during the pendency of the separation and following its completion, which could harm our businesses. Even if the proposed separation is completed, we may not realize some or all of the anticipated benefits from the separation and the separation may in fact adversely affect our business. As independent, publicly traded companies, both companies will be smaller, less diversified companies with a narrower business focus and may be more vulnerable to changing market conditions and competitive pressures, which could materially and adversely affect their respective businesses, financial condition and results of operations. Separating the businesses may also eliminate or reduce synergies that existed before the separation, such as the operation of the digital sites and applications for our Publishing and Broadcasting properties as part of the integrated Gannett digital platform, which could have an adverse effect on the results of operations, financial condition and liquidity of each business.

There can be no assurance that the combined value of the common stock of the two publicly traded companies following the completion of the proposed separation will be equal to or greater than what the value of our common stock would have been had the proposed separation not occurred.

The value of our assets or operations may be diminished if our information technology systems fail to perform adequately or if we are the subject of a data breach or cyber attack

Our information technology systems are critically important to operating our business efficiently and effectively. We rely on our information technology systems to manage our business data, communications, news and advertising content, digital products, order entry, fulfillment and other business processes. The failure of our information technology systems to perform as we anticipate could disrupt our business and could result in transaction errors, processing inefficiencies, late or missed publications, and loss of sales and customers, causing our business and results to be impacted.

Furthermore, attempts to compromise information technology systems occur regularly across many industries and sectors, and we may be vulnerable to security breaches beyond our control. We invest in security resources and technology to protect our data and business processes against risk of data security breaches and cyber attack, but the techniques used to attempt attacks are constantly changing. A breach or successful attack could have a negative impact on our operations or business reputation. We maintain cyber risk insurance, but this insurance may be insufficient to cover all of our losses from any future breaches of our systems.

Volatility in the U.S. credit markets could significantly impact our ability to obtain new financing to fund our operations and strategic initiatives or to refinance our existing debt at reasonable rates as it matures

At the end of 2014, we had approximately $4.5 billion in long-term debt and approximately $625 million of additional borrowing capacity under our revolving credit facilities. This debt matures at various times during the years 2015-2027. While our cash flow is expected to be sufficient to pay amounts when due, if operating results deteriorate significantly, a portion of these maturities may need to be refinanced. Access to the capital markets for longer term financing is unpredictable, and volatile credit markets could make it harder for us to obtain debt financings generally.

Volatility in global financial markets directly affects the value of our pension plan assets and liabilities

Our three largest retirement plans, which account for 97% of total pension plan assets, were underfunded as of Dec. 28, 2014, by $728 million on a U.S. GAAP basis. Changes in interest rates and future investment returns can affect the funded status of our defined benefit plans and cause volatility in the net periodic benefit cost and future funding requirements of the plans.

Foreign exchange variability could adversely affect our consolidated operating results

Weakening of the British pound-to-U.S. dollar exchange rate could diminish Newsquest’s earnings contribution to consolidated results. Newsquest results for 2014 were translated to U.S. dollars at the average rate of 1.65. If the price of the British pound against the U.S. dollar had been 10% more or less than the actual price, operating income would have increased or decreased approximately 1% in 2014. CareerBuilder, with expanding overseas operations, also has foreign exchange risk but to a significantly lesser degree.

Changes in the regulatory environment could encumber or impede our efforts to improve operating results or the value of assets

Our broadcasting, publishing and digital operations are subject to government regulation. Changing regulations, particularly FCC Regulations which affect our television stations (including changes to our shared services and similar agreements), may result in increased costs, reduced valuations for certain broadcasting properties or other impacts, all of which may adversely impact our future profitability. All of our television stations are required to hold television broadcasting licenses from the FCC; when granted, these licenses are generally granted for a period of eight years. Under certain circumstances the FCC is not required to renew any license and could decline to renew either our current license applications that are pending or those submitted in the future.

Our strategic acquisitions, investments and partnerships could pose various risks, increase our leverage and may significantly impact our ability to expand our overall profitability

Acquisitions involve inherent risks, such as increasing leverage and debt service requirements and combining company cultures and facilities, which could have a material adverse effect on our results of operations or cash flow and could strain our human resources. We may be unable to successfully implement effective cost controls, achieve expected synergies or increase revenues as a result of an acquisition. Acquisitions may result in us assuming unexpected liabilities and in management diverting its attention from the operation of our business. Disclosures we make regarding past operating results of acquired entities and our pro forma results are based on financial information provided to us by acquired entities, which has not been reviewed by our auditors or subject to our internal controls. Acquisitions may result in us having greater exposure to the industry risks of the businesses underlying the acquisition. Strategic investments and partnerships with other companies expose us to the risk that we may be unable to control the operations of our investee or partnership, which could decrease the amount of benefits we realize from a particular relationship. We are exposed to the risk that our partners in strategic investments and infrastructure may encounter financial difficulties which could disrupt investee or partnership activities, or impair assets acquired, which would adversely affect future reported results of operations and shareholders’ equity. In addition, we may be unable to obtain financing necessary to complete acquisitions on attractive terms or at all. The failure to obtain regulatory approvals may prevent us from completing or realizing the anticipated benefits of acquisitions. Furthermore, acquisitions may subject us to new or different regulations which could have an adverse effect on our operations.

The value of our existing intangible assets may become impaired, depending upon future operating results

Goodwill and other intangible assets were approximately $7.74 billion at Dec. 28, 2014, representing approximately 69% of our total assets. We periodically evaluate our goodwill and other intangible assets to determine whether all or a portion of their carrying values may no longer be recoverable, in which case a non-cash charge to earnings may be necessary, as occurred in 2012-2014 (see Notes 3 and 4 to the Consolidated Financial Statements). Any future evaluations requiring an asset impairment charge for goodwill or other intangible assets would adversely affect future reported results of operations and shareholders’ equity, although such charges would not affect our cash flow.

Adverse results from litigation or governmental investigations can impact our business practices and operating results

From time to time, we are parties to litigation and regulatory, environmental and other proceedings with governmental authorities and administrative agencies. Adverse outcomes in lawsuits or investigations could result in significant monetary damages or injunctive relief that could adversely affect our operating results or financial condition as well as our ability to conduct our businesses as they are presently being conducted. See Note 11 of the Notes to Consolidated Financial Statements and Part I, Item 3. “Legal Proceedings” contained elsewhere in this report for a description of certain of our pending litigation and regulatory matters and other proceedings with governmental authorities.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

Broadcasting

Our broadcasting facilities are adequately equipped with the necessary television broadcasting equipment. We own or lease transmitter facilities in 47 locations. All of our stations have converted to digital television operations in accordance with applicable FCC Regulations. Our broadcasting facilities are adequate for present purposes. A listing of television stations can be found on page 14.

Publishing

Generally, we own many of the plants that house most aspects of the publication process. Certain U.S. Community Publishing operations have outsourced printing to non-Gannett publishers or commercial printers. In the case of USA TODAY, at Dec. 28, 2014, 23 non-Gannett printers were used to print it in U.S. markets where we had no company publishing sites with appropriate facilities. Non-Gannett printers in 10 foreign countries publish and distribute an international edition of USA TODAY under a royalty agreement. Clipper Magazine also is printed under contracts with commercial printing companies. Many of our local media organizations have outside news bureaus and sales offices, which generally are leased. In several markets, two or more of our local media organizations share combined facilities; and in certain locations, facilities are shared with other non-Gannett publishing properties. At the end of 2014, 64% of our U.S. daily publications were either printed by non-Gannett printers or printed in combination with other Gannett publications. Our publishing properties have rail siding facilities or access to main roads for newsprint delivery purposes and are conveniently located for distribution purposes.

During 2014, we continued our efforts to consolidate certain of our U.S. publishing facilities to achieve ongoing savings and greater efficiencies. Our facilities are adequate for present operations. A listing of publishing centers and key properties may be found on pages 15-17.

Newsquest owns certain of the plants where its publications are produced and leases other facilities. Newsquest senior management is based in central London. Newsquest reduced its printing facilities from 6 to 5 in 2014 to achieve savings and efficiencies. The remaining presses have good color capabilities and currently sustainable levels of utilization including some printing for other publishers. For those Newsquest publishing operations distant from a press facility, printing is outsourced. All of Newsquest’s properties are adequate for present purposes. A listing of Newsquest publishing centers and key properties may be found on page 18.

Digital

Generally, our digital businesses lease their facilities. This includes facilities for executive offices, sales offices and data centers. Our facilities are adequate for present operations. We believe that suitable additional or alternative space, including those under lease options, will be available at commercially reasonable terms for future expansion. A listing of key digital facilities can be found on pages 18-19.

Corporate facilities

We own the buildings where our headquarters and USA TODAY are located in McLean, VA. We also own data and network operations centers in nearby Silver Spring, MD, and in Phoenix, AZ. Headquarters facilities are adequate for present operations. We also lease space in our headquarters facilities to third-party tenants.

ITEM 3. LEGAL PROCEEDINGS

Information regarding legal proceedings may be found in Note 11 of the Notes to Consolidated Financial Statements.

Environmental

From time to time, some of our current and former subsidiaries have been included among potentially responsible parties in connection with sites that have been identified as possibly requiring environmental remediation. These environmental proceedings are highly complex, and require a variety of issues to be resolved, including the extent of contamination, the nature and extent of investigation and remedial action that may ultimately be required, and the number of parties that will be required to contribute to such investigation and remediation costs, before our liability for them, if any, will be known.

In March 2011, the Advertiser Company, a subsidiary which publishes The Montgomery Advertiser, was notified by the U.S. EPA that it has been identified as a potentially responsible party for the investigation and remediation of groundwater contamination in downtown Montgomery, AL. At this point in the investigation, incomplete information is available about the site, other potentially responsible parties and what further investigation and remediation may be required. Accordingly, future costs at the site, and The Advertiser Company’s share of such costs, if any, are undetermined. Some of The Advertiser Company’s fees and costs in connection with this matter may be reimbursed under its liability insurance policies.

Management does not expect that these pending proceedings will have a material adverse effect upon our consolidated results of operations or financial condition.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

Comparison of shareholder return – 2010 to 2014

The following graph compares the performance of our common stock during the period Dec. 27, 2009, to Dec. 28, 2014, with the S&P 500 Index, and a peer group index we selected.

Our peer group includes A.H. Belo Corp., AOL Inc., Discovery Communications Inc., The E.W. Scripps Company, Journal Communications, Inc., LinkedIn Corp., The McClatchy Company, Media General, Inc. (on an adjusted basis to reflect its merger with Young Broadcasting, LLC), Meredith Corp., Monster Worldwide Inc., The New York Times Company, News Corp. (on an adjusted basis to reflect the spin off by News Corporation), Nexstar Broadcasting Group Inc., ReachLocal Inc., Sinclair Broadcast Group Inc., and Yahoo Inc. (collectively, the “Peer Group”). Many of the Peer Group companies have a strong publishing/broadcasting orientation, but the Peer Group also includes companies in the digital media industry.

The S&P 500 Index includes 500 U.S. companies in the industrial, utilities and financial sectors and is weighted by market capitalization. The total returns of the Peer Group also are weighted by market capitalization.

The graph depicts representative results of investing $100 in our common stock, the S&P 500 Index and Peer Group index at closing on Dec. 27, 2009. It assumes that dividends were reinvested monthly with respect to our common stock, daily with respect to the S&P 500 Index and monthly with respect to each Peer Group company.



	2009		2010		2011		2012		2013		2014
Gannett Co., Inc.	$	100	$	102.77	$	92.87	$	131.35	$	222.61	$	246.76
S&P 500 Index	$	100	$	115.06	$	117.49	$	136.30	$	180.44	$	205.14
Peer Group	$	100	$	109.94	$	97.86	$	133.27	$	228.48	$	235.72

ITEM 6. SELECTED FINANCIAL DATA

Selected financial data for the years 2010 through 2014 is contained under the heading “Selected Financial Data” on page 78 and is derived from our audited financial statements for those years.

The information contained in the “Selected Financial Data” is not necessarily indicative of the results of operations to be expected for future years, and should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in Item 7 and the consolidated financial statements and related notes thereto included in Item 8 of this Form 10-K.

ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Certain factors affecting forward-looking statements

Certain statements in this Annual Report on Form 10-K contain certain forward-looking statements regarding business strategies, market potential, future financial performance and other matters. The words “believe,” “expect,” “estimate,” “could,” “should,” “intend,” “may,” “plan,” “seek,” “anticipate,” “project” and similar expressions, among others, generally identify “forward-looking statements,” which speak only as of the date the statements were made. 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. We are 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 our results include, without limitation, the following factors:

(a) competitive pressures in the markets in which we operate;

(b) 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; (c) a decline in viewership of major networks and local news programming resulting from alternative forms of media, or other factors; (d) macroeconomic trends and conditions; (e) economic downturns leading to a continuing or accelerated decrease in circulation or local, national or classified advertising; (f) potential disruption or interruption of our operations due to accidents, extraordinary weather events, civil unrest, political events, terrorism or cyber security attacks; (g) an accelerated decline in general print readership and/or advertiser patterns as a result of competitive alternative media or other factors; (h) an inability to adapt to technological changes or grow our online business; (i) an increase in newsprint, syndication programming costs or reverse retransmission payments over the levels anticipated; (j) labor relations, including, but not limited to, labor disputes which may cause revenue declines or increased labor costs; (k) an inability to realize benefits or synergies from acquisitions of new businesses or dispositions of existing businesses or to operate businesses effectively following acquisitions or divestitures; (l) our ability to attract and retain employees; (m) rapid technological changes and frequent new product introductions prevalent in electronic publishing and digital businesses; (n) an increase in interest rates; (o) a weakening in the British pound to U.S. dollar exchange rate; (p) volatility in financial and credit markets which could affect the value of retirement plan assets and our ability to raise funds through debt or equity issuances and otherwise affect our ability to access the credit and capital markets at the times and in the amounts needed and on acceptable terms; (q) changes in the regulatory environment which could encumber or impede our efforts to improve operating results or the

value of assets; (r) credit rating downgrades, which could affect the availability and cost of future financing; (s) adverse outcomes in proceedings with governmental authorities or administrative agencies; (t) the proposed separation of our Publishing business from our Broadcasting and Digital businesses may be distracting to management and may not be completed on the terms or timeline currently contemplated, if at all; and (u) an other than temporary decline in operating results and enterprise value that could lead to non-cash goodwill, other intangible asset, investment or property, plant and equipment impairment charges. We continue to monitor the uneven economic recovery in the U.S. and U.K., as well as new and developing competition and technological change, to evaluate whether any indicators of impairment exist, particularly for those reporting units where fair value is closer to carrying value.

Executive Summary

We are a leading international media and marketing solutions company operating primarily in the United States and the United Kingdom (U.K.). Approximately 91% of 2014 consolidated revenues are generated by our domestic operations and approximately 9% by our foreign operations, primarily in the U.K.

We implement our strategy and manage our operations through three business segments: Broadcasting (television), Publishing, and Digital. Through our Broadcasting Segment, we own or service (through shared service agreements or similar arrangements) 46 television stations with affiliated digital platforms sites. These stations serve almost one-third of the U.S. population in markets with more than 35 million households.

The Publishing Segment’s operations comprise 100 daily publications and digital platforms in the U.S. and the U.K., more than 400 non-daily publications in the U.S., and more than 125 such titles in the U.K. The Publishing Segment’s 82 U.S. daily publications include USA TODAY, which is currently the nation’s number one newspaper in consolidated print and digital circulation. Together with 18 daily paid-for publications our Newsquest division operates in the U.K., the total average daily print and digital circulation of our 100 domestic and U.K. daily publications was approximately 5.4 million for 2014. In the markets we serve, we also operate desktop, smartphone and tablet products which are tightly integrated with publishing operations. Our broadcasting and publishing operations have strategic business relationships with online affiliates including CareerBuilder, Cars.com, and Shoplocal.com.

The Publishing Segment also includes commercial printing, newswire, marketing and data services operations.

Our Digital Segment consists of Cars.com, CareerBuilder, PointRoll and Shoplocal. Cars.com, of which we recently acquired full ownership, is the leading destination for online car shoppers. CareerBuilder is the global leader in human capital solutions, helping companies to target, attract and retain talent. Its online job site, CareerBuilder.com, is the largest in North America with the highest revenue. CareerBuilder is rapidly expanding its international operations.

On August 5, 2014, following a strategic review of our growth strategies and structure, we announced a plan to separate our Publishing business into an independent publicly traded company. We expect to complete the transaction as a tax-free spin-off in mid-2015, subject to market, regulatory, and certain other conditions. We also announced that Robert J. Dickey has been appointed as CEO-designee of the standalone Publishing company following separation. The separation is subject to risks, uncertainties and conditions and there can be no assurance that the separation will be completed on the terms or on the timing currently contemplated, or at all. Please see the information in Item 1A Risk Factors of this

Form 10-K, which describes some of the risks and uncertainties associated with the proposed separation.

Fiscal year: Our fiscal year ends on the last Sunday of the calendar year. Our 2014 fiscal year ended on Dec. 28, 2014, and encompassed a 52-week period. Our 2013 fiscal year encompassed a 52-week period and the 2012 fiscal year encompassed a 53-week period.

Operating results summary: Company-wide operating revenues were $6.01 billion in 2014, an increase of 16% from $5.16 billion in 2013.

Broadcasting revenues for 2014 increased 103% to $1.69 billion, a record-high, driven primarily by the acquisitions of Belo and London Broadcasting Company television stations as well as substantially higher retransmission revenue, political and Winter Olympics advertising.

Publishing revenues were $3.42 billion for 2014 or 4% below 2013 levels, reflecting a 6% decline in advertising revenues, and a 1% decline in circulation revenues.

Digital Segment revenues totaled $919 million for 2014, a record high and an increase of 23%. The increase reflects strong results at CareerBuilder driven by the strength of human capital software solutions and the recent acquisition of Cars.com (formerly known as Classified Ventures, LLC).

Digital revenues company-wide, including the Digital Segment and all digital revenues generated by other business segments, were approximately $1.72 billion in 2014, nearly 30% of total operating revenues, a record-high, and an increase of 15% compared to 2013. The increase was driven primarily by higher revenue associated with digital advertising and marketing solutions across all segments, strong growth at CareerBuilder and the Cars.com acquisition.

Total operating expenses increased by 12% to $4.95 billion for 2014, primarily due to the Belo and Cars.com acquisitions. This increase was partially offset by lower volume-related expenses in our Publishing Segment and continued cost efficiency efforts company-wide.

Newsprint expense for publishing was 9% lower than in 2013 due to a decline in consumption and prices.

We reported operating income for 2014 of $1.06 billion compared to $739 million in 2013, a 43% increase.

Company-wide operating margins improved significantly to 18% in 2014 compared to 14% in 2013 driven by strong growth in Broadcasting Segment results.

Our net equity income in unconsolidated investees for 2014 was $167 million, an increase of $123 million over 2013, reflecting primarily the gain in the second quarter from the sale of Apartments.com by Classified Ventures, of which we owned 27%.

Interest expense was $273 million in 2014, an increase of $97 million compared to 2013, largely due to new debt associated with the Belo and Cars.com acquisitions.

Other non-operating items totaled $404 million in 2014, an increase of $452 million over 2013, primarily reflecting the write up of our prior investment in Cars.com to fair value once we completed the acquisition.

We reported net income attributable to Gannett of $1.06 billion or $4.58 per diluted share for 2014 compared to $389 million or $1.66 per diluted share for 2013.

Net income attributable to noncontrolling interests was $68 million in 2014, an increase of 19% or $11 million over 2013, reflecting significantly improved operating results at CareerBuilder.

During 2014, we paid out $181 million in dividends and repurchased 2.7 million shares at a cost of $76 million for an average price of $28.13 per share.

Outlook for 2015: For 2015, we expect revenue in our Broadcasting Segment to be impacted by challenging year-over-year comparisons due to the cyclical absence of record political advertising and significant Olympics revenues, which totaled $200 million in 2014. We anticipate Broadcasting Segment revenues in 2015 will benefit from higher retransmission revenues, television digital revenue growth and Super Bowl revenue across our NBC stations.

Within our Publishing Segment, we intend to drive growth opportunities by capitalizing on our national brand equity to increase the integration of local and national content, enhance our position as a trusted provider of local news through expanded digital offerings and leverage our expertise to provide integrated solutions to advertisers. While we expect traditional advertising and circulation revenues to remain challenging, some of that decline will be offset by growth in digital marketing services and other digital revenues. As discussed above on page 25, we plan to separate our Publishing business into an independent publicly traded company.

Digital Segment revenues are expected to increase significantly primarily due to the addition of Cars.com and continued growth at CareerBuilder.

Total operating expenses are also expected to increase in comparison to 2014. Broadcasting Segment expenses are anticipated to increase, commensurate with growth in revenue and reflecting increased reverse retransmission fees as a part of programming expenses. Publishing expenses will reflect lower spending due to cost reductions and efficiency gains on initiatives as well as lower newsprint expense, as consumption continues to decline.

The following 2015 outlook does not reflect the proposed separation of our Publishing business from our Broadcasting and Digital businesses:


•	Depreciation expense is expected to be in the range of $210 million to $215 million in 2015. Capital expenditures are expected to be approximately $135 million to $140 million.


•	Amortization expense is expected to be in the range of $125 million to $140 million in 2015, a significant increase over 2014 primarily due to the Cars.com acquisition.


•	We project our interest expense will increase slightly in 2015, reflecting the full year impact of debt issued in the second half of 2014 in connection with the Cars.com acquisition.

Basis of reporting

Following is a discussion of the key factors that have affected our accounting for or reporting on the business over the last three fiscal years. This commentary should be read in conjunction with our financial statements, selected financial data and the remainder of this Form 10-K.

Critical accounting policies and the use of estimates: The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions about future events that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ significantly from those estimates. We believe the following discussion addresses our most critical accounting policies, which are those that are important to the presentation of our financial condition and results of operations and require management’s most subjective and complex judgments.

Business Combinations: We allocate the fair value of purchase consideration to the tangible assets acquired, liabilities assumed and intangible assets acquired, based on their estimated fair values. The excess of the fair value of purchase consideration over the values of these identifiable assets and liabilities is recorded as goodwill. When determining the fair value of assets acquired and liabilities assumed, management makes significant estimates and assumptions, especially with respect to intangible assets.

Critical estimates in valuing certain identifiable assets include but are not limited to expected long-term market growth; station revenue shares within a market; future expected operating expenses; cost of capital; and appropriate discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates.

Goodwill: As of Dec. 28, 2014, goodwill represented approximately 40% of our total assets. Goodwill represents the excess of acquisition cost over the fair value of assets acquired, including identifiable intangible assets, net of liabilities assumed. Goodwill is tested for impairment on an annual basis (first day of fourth quarter) or between annual tests if events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount.

Before performing the annual two-step goodwill impairment test, we are first permitted to perform a qualitative assessment to determine if the two-step quantitative test must be completed. The qualitative assessment considers events and circumstances such as macroeconomic conditions, industry and market conditions, cost factors and overall financial performance, as well as company and specific reporting unit specifications. If after performing this assessment, we conclude it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then we are required to perform a two-step quantitative test. Otherwise, the two-step test is not required. In the first step of the quantitative test, we are required to determine the fair value of each reporting unit and compare it to the carrying amount of the reporting unit. Fair value of the reporting unit is determined using various techniques, including multiple of earnings and discounted cash flow valuation. Determining the fair value of the reporting units is judgmental in nature and involves the use of significant estimates and assumptions. These estimates and assumptions include changes in revenue and operating margins used to project future cash flows, discount rates, valuation multiples of entities engaged in the same or similar lines of business and future economic and market conditions. If the carrying amount of the reporting unit exceeds the fair value of the reporting unit, we perform the second step of the impairment test, as this is an indication that the reporting unit goodwill may be impaired. In the second step of the impairment test, we determine the implied fair value of the reporting unit’s goodwill. If the carrying value of a reporting unit’s goodwill exceeds its implied fair value, then an impairment of goodwill has occurred and we must recognize an impairment loss for the difference between the carrying amount and the implied fair value of goodwill.

In 2014, following this testing, we recognized impairment charges in our Publishing Segment of $22 million and in our Digital Segment of $24 million. The charges were to bring the recorded goodwill equal to implied fair value based on future projections for each reporting unit. The impairment charges coincide with updated financial projections for each of these reporting units.

We used both the qualitative and quantitative assessments for our goodwill impairment testing during 2014.

We have 6 major reporting units (defined as reporting units with goodwill in excess of $50 million) which accounted for 99% of our goodwill balance at Dec. 28, 2014. The following table shows the aggregate goodwill for these units summarized at the segment level:



In millions of dollars
Segment	Goodwill Balance
Broadcasting	$	2,580
Publishing	$	542
Digital	$	1,313

For the Broadcasting Segment, which is considered a single reporting unit, the estimated value would need to decline by over 40% to fail step one of the quantitative goodwill impairment test.

In the case of the Publishing Segment, there are three major reporting units that comprise the goodwill balance shown above. These consist of U.S. Community Publishing (including Gannett Publishing Services), Newsquest and USA TODAY group (which includes USA TODAY brand properties). For U.S. Community Publishing, USA TODAY group and Newsquest, the estimated fair value of each of these reporting units exceeded the carrying value at the most recent test. In order for the reporting unit with the least amount of headroom to fail step one of the quantitative goodwill impairment test, the estimated value of the reporting unit would have to decline by over 30%.

The Digital Segment balance represents primarily Cars.com and CareerBuilder. For CareerBuilder, we performed a qualitative assessment and concluded that it was more likely than not that the fair value was greater than the carrying value. After the impairment testing date, we completed our acquisition of Cars.com which is part of the Digital Segment. The carrying value of Cars.com on the day of acquisition was equal to its fair value.

Fair value of the reporting units depends on several factors, including the future strength of the economy in our principal broadcast, publishing and digital markets. Generally uneven recoveries in the U.S. and U.K. markets have had an adverse effect on most of our reporting units in recent years. The differences between fair value and carrying value have narrowed particularly for certain less significant reporting units in the Publishing Segment. New and developing competition as well as technological change could also adversely affect future fair value estimates. Any one or a combination of these factors could lead to declines in reporting unit fair values and result in goodwill impairment charges.

Indefinite Lived Intangibles: This asset grouping consists of FCC licenses for television stations and mastheads and trade names for publishing and digital businesses.

Indefinite lived assets are not subject to amortization and as a result they are tested for impairment annually (on the first day of the fourth quarter), or more frequently if events or changes in circumstances suggest that the asset might be impaired. We are permitted to perform a qualitative assessment to determine if it is more likely than not that the fair value of the indefinite lived asset is more than its carrying amount. If that is the case, then we would not have to perform the quantitative analysis. The qualitative assessment considers events and circumstances such as macroeconomic conditions, industry and market conditions, cost factors and overall financial performance of the indefinite lived asset.

Television FCC licenses are not subject to amortization and are tested for impairment annually (first day of fourth quarter), or more frequently if events or changes in circumstances indicate that the asset might be impaired. If the licenses are not tested qualitatively, then the quantitative impairment test consists of a comparison of the fair value of the license with its carrying amount. Fair value is estimated using an income approach referred to as the “Greenfield Approach.” This method requires multiple assumptions relating to

the future prospects of each individual television station including, but not limited to: (i) expected long-term market growth characteristics, (ii) station revenue shares within a market for a new entrant, (iii) future expected operating expenses, (iv) costs of capital and (v) appropriate discount rates. We performed a qualitative analysis on all of our FCC licenses on the impairment testing date and concluded that it was more likely than not that the fair value was more than the carrying value for each license.

We completed our acquisition of Belo in late 2013 and London Broadcasting in mid-2014 and as a result recorded FCC licenses for all stations acquired. As these FCC licenses were recorded at fair value on the date of acquisition, any future declines in the fair value of the FCC license would result in an impairment charge. Factors that could cause the fair value to decline would be negative changes in any of the assumptions described in the above Greenfield Approach. The discount rate used generally has a significant impact to the Greenfield Approach valuation. For our 2014 impairment testing date the discount rate had declined from when we completed our acquisition of Belo. Future increases in the discount rate assumptions could cause a decline in the fair value of our FCC licenses which may result in an impairment charge.

Local mastheads (publishing periodical titles and web site domain names) and other trade names are not subject to amortization and as a result they are tested for impairment annually (first day of the fourth quarter), or more frequently if events or changes in circumstances suggest that the asset might be impaired. The quantitative impairment test consists of a comparison of the fair value of each masthead/domain name or trade name with its carrying amount. We use a “relief from royalty” approach which utilizes a discounted cash flow model to determine the fair value of each masthead/domain name or trade name. Management’s judgments and estimates of future operating results in determining the reporting unit fair values are consistently applied to each underlying business in determining the fair value of each intangible asset. We do not believe that any of our larger trade names or mastheads (those with book values over $10 million) are at risk of requiring an impairment charge in the foreseeable future.

After the impairment testing date, we completed our acquisition of Cars.com and as a result recorded an indefinite-lived trade name valued at $872 million. As this trade name was recorded at fair value on the date of acquisition, any future declines in the fair value of the trade name would result in an impairment charge.

Other Long-Lived Assets (Property, Plant and Equipment and Amortizable Intangible Assets): Property, plant and equipment are recorded at cost and depreciated on a straight-line method over the estimated useful lives of such assets. Changes in circumstances, such as technological advances or changes to our business model or capital strategy, could result in actual useful lives differing from our estimates. In cases where we determine the useful life of buildings and equipment should be shortened, we would, after evaluating for impairment, depreciate the asset over its revised remaining useful life thereby increasing depreciation expense.

Accelerated depreciation was recorded in the years 2012-2014 for certain property, plant and equipment, reflecting specific decisions to consolidate production and other business services, primarily affecting the Publishing Segment.

If an indicator is present, we review our property, plant and equipment assets for potential impairment at the asset group level (generally at the local business level) by comparing the carrying value of such assets with the expected undiscounted cash flows to be generated by those asset groups/local business units. Due to expected continued cash flow in excess of carrying value from its businesses, no property, plant or equipment assets were considered impaired.

Our amortizable intangible assets consist mainly of customer relationships, internally valued technology and retransmission agreements. These asset values are amortized systematically over their estimated useful lives. An impairment test of these assets would be triggered if the undiscounted cash flows from the related asset group (business unit) were to be less than the asset carrying value.

We do not believe that any of our larger amortizable intangible assets (those with book values over $10 million) are at risk of requiring an impairment in the foreseeable future.

Pension Accounting: We, along with our subsidiaries, have various defined benefit retirement plans, under which substantially all of the benefits have been frozen in previous years. We account for our pension plans in accordance with the applicable accounting guidance, which requires us to include the funded status of our pension plans in our balance sheets, and to recognize, as a component of other comprehensive income (loss), the gains or losses that arise during the period, but are not recognized in pension expense. Pension expense is reported on the Consolidated Statements of Income as “Cost of sales and operating expenses,” or “Selling, general and administrative expenses”.

The determination of pension plan obligations and expense is dependent upon a number of assumptions regarding future events, the most important of which are the discount rate applied to pension plan obligations and the expected long-term rate of return on plan assets. The discount rate assumption is based on investment yields available at year-end on corporate bonds rated AA and above with a maturity to match the expected benefit payment stream. A decrease in discount rates would increase pension obligations.

We establish the expected long-term rate of return by developing a forward-looking, long-term return assumption for each pension fund asset class, taking into account factors such as the expected real return for the specific asset class and inflation. A single, long-term rate of return is then calculated as the weighted average of the target asset allocation percentages and the long-term return assumption for each asset class. We apply the expected long-term rate of return to the fair value of its pension assets in determining the dollar amount of its expected return. Changes in the expected long-term return on plan assets would increase or decrease pension plan expense. The effects of actual results differing from these assumptions are accumulated as unamortized gains and losses. A corridor approach is used in the amortization of these gains and losses, by amortizing the balance exceeding the greater of 10% of the beginning balances of the projected benefit obligation or the fair value of the plan assets. The amortization period is based on the average life expectancy of plan participants, which is currently estimated to be approximately 22 years for our principal retirement plan.

For 2014, the assumption used for the discount rate was 4.05% for our principal retirement plan obligations. As an indication of the sensitivity of pension liabilities to the discount rate assumption, a 50 basis point reduction in the discount rate at the end of 2014 would have increased plan obligations by approximately $125 million. A 50 basis point change in the discount rate used to calculate 2014 expense would have changed total pension plan expense for 2014 by approximately $1.8 million. We assumed a rate of 8.00% for our long-term expected return on pension assets used for our principal retirement plan. As an indication of the sensitivity of pension expense to the long-term rate of return assumption, a 50 basis point decrease in the expected rate of return on pension assets would have increased estimated pension plan expense for 2014 by approximately $9.8 million.

Income Taxes: Our annual tax rate is based on our income, statutory tax regulations and rates, and tax planning opportunities available in the various jurisdictions in which we operate. Significant judgment is required in determining our annual tax expense and in evaluating our tax positions.

Tax law requires certain items to be included in our tax returns at different times than when the items are reflected in the financial statements. The annual tax expense reflected in the Consolidated Statements of Income is different than that reported in our tax returns. Some of these differences are permanent, for example expenses recorded for accounting purposes that are not deductible in the returns such as non-deductible goodwill, and some differences are temporary and reverse over time, such as depreciation expense. Temporary differences create deferred tax assets and liabilities. Deferred tax liabilities generally represent tax expense recognized in the financial statements for which payment has been deferred, or expense for which a deduction has been taken already in the tax return but the expense has not yet been recognized in the financial statements. Deferred tax assets generally represent items that can be used as a tax deduction or credit in tax returns in future years for which a benefit has already been recorded in the financial statements. Valuation allowances are established when necessary to reduce deferred income tax assets to the amounts we believe are more likely than not to be recovered. In evaluating the amount of any such valuation allowance, we consider the existence of cumulative income or losses in recent years, the reversal of existing temporary differences, the existence of taxable income in prior carry back years, available tax planning strategies and estimates of future taxable income for each of our taxable jurisdictions. The latter two factors involve the exercise of significant judgment. As of Dec. 28, 2014, deferred tax asset valuation allowances totaled $200 million, primarily related to federal and state capital losses, foreign tax credits, foreign losses and state net operating losses available for carry forward to future years. Although realization is not assured, we believe it is more likely than not that all other deferred tax assets for which no valuation allowances have been established will be realized. This conclusion is based on our history of cumulative income in recent years and review of historical and projected future taxable income.

We determine whether it is more likely than not that a tax position will be sustained upon examination by the appropriate taxing authorities before any part of the benefit is recorded in our financial statements. A tax position is measured as the portion of the tax benefit that is greater than 50% likely to be realized upon settlement with a taxing authority (that has full knowledge of all relevant information). We may be required to change our provision for income taxes when the ultimate treatment of certain items is challenged or agreed to by taxing authorities, when estimates used in determining valuation allowances on deferred tax assets significantly change, or when receipt of new information indicates the need for adjustment in valuation allowances. Future events, such as changes in tax laws, tax regulations, or interpretations of such laws or regulations, could have an impact on the provision for income tax and the effective tax rate. Any such changes could significantly affect the amounts reported in the Consolidated Financial Statements in the year these changes occur.

The effect of a one percentage point change in the effective tax rate for 2014 would have resulted in a change of $13 million in the provision for income taxes and net income attributable to Gannett Co., Inc.

RESULTS OF OPERATIONS

Consolidated summary

A consolidated summary of our results is presented below.



In millions of dollars, except per share amounts
	2014			Change	2013		Change	2012
Operating revenue:
Broadcasting	$	1,692		103%	$	835	(8%)	$	906
Publishing advertising	2,070			(6%)	2,199		(7%)	2,356
Publishing circulation	1,119			(1%)	1,129		1%	1,117
All other Publishing	233			(7%)	250		(2%)	255
Digital	919			23%	748		4%	719
Intersegment Elimination	(25		)	***	—		***	—
Total operating revenues	$	6,008		16%	$	5,161	(4%)	$	5,353
Operating expenses	$	4,950		12%	$	4,422	(3%)	$	4,563
Operating income	$	1,058		43%	$	739	(6%)	$	790
Non-operating (income) expense, net	$	(298	)	***	$	180	51%	$	119
Net income:
Per share – basic	$	4.69		***	$	1.70	(7%)	$	1.83
Per share – diluted	$	4.58		***	$	1.66	(7%)	$	1.79

A discussion of operating results of our Broadcasting, Publishing, and Digital Segments, along with other factors affecting net income attributable to Gannett, is as follows:

Broadcasting Segment

2014 was a record year for our Broadcasting Segment. The largest contributor was the significant expansion of our television station portfolio. At the end of 2014, our broadcasting operations included 46 television stations either owned or serviced through shared service agreements or other similar agreements. Stations in our broadcasting division cover almost one-third of the U.S. population in markets with more than 35 million households.

Broadcasting Segment revenues accounted for approximately 28% of our reported operating revenues in 2014. Broadcasting Segment revenues accounted for approximately 16% of our reported operating revenues in 2013 and 17% in 2012.

Over the last three years, Broadcasting Segment revenues, expenses and operating income were as follows:



In millions of dollars
	2014		Change	2013		Change	2012
Revenues	$	1,692	***	$	835	(8%)	$	906
Expenses	947		***	473		2%	462
Operating income	$	745	***	$	362	(18%)	$	444

Broadcasting Segment revenues are grouped into five categories: Core (Local and National), Political, Retransmission, Digital and Other. The following table summarizes the year-over-year changes in these select revenue categories.



In millions
	2014		Percentage Change From 2013
	Reported^(a)		Reported	Pro Forma ^(b)
Core (Local & National)	$	1,046	74%	(2%)
Political	159		***	***
Retransmission ^(c)	362		145%	62%
Digital	98		156%	19%
Other	28		(24%)	(1%)
Total	$	1,692	103%	19%
(a) Numbers do not sum due to rounding.
(b) The pro forma figures are presented as if the acquisition of Belo Corp. and the six acquired London Broadcasting Company television stations as well as the Captivate disposition had occurred at the beginning of 2013. See "Presentation of Pro Forma Information" on page 39.
(c) Reverse compensation to network affiliates is included as part of programming costs and therefore is excluded from this line.

Reported Broadcasting Segment revenues increased $857 million to $1.69 billion or 103% for 2014, a record high, primarily driven by the acquisition of Belo and London Broadcasting television stations, as well as substantially higher retransmission revenue and record non-presidential year political advertising. Core advertising revenues, which consist of Local and National non-political advertising, increased 74% to $1.05 billion in 2014 mainly due to television station acquisitions and $41 million in advertising associated with the Winter Olympics that was partially offset by political advertising displacement. Political advertising reached $159 million compared to $13 million in 2013, driven by a strong political footprint. Retransmission revenues increased 145% in 2014 resulting from the expansion of our Broadcasting Segment portfolio and rate increases. Within the Broadcasting Segment, digital revenue increased 156% compared to 2013 reflecting continued growth from digital marketing services products.

Broadcasting Segment costs doubled to $947 million in 2014. The increase is driven primarily by the acquisitions as well as higher investment in digital initiatives and reverse network compensation.

As a result of all of these factors, Broadcasting Segment operating income more than doubled to $745 million in 2014.

Broadcasting Segment results 2013-2012: Reported broadcasting revenues decreased $71 million to $835 million or 8% for 2013. The 2013 year-over-year comparison is impacted by the absence of a record level of political spending and advertising revenues associated with the 2012 Summer Olympics as well as an extra week in 2012’s results.

Core advertising revenues, while impacted by the displacement of record political revenues, were up 3% in 2013, reflecting strong growth in the media, medical, and services categories. Retransmission revenues increased 52% in 2013 and digital television revenues increased 21% compared to 2012.

Broadcasting Segment costs increased 2% to $473 million in 2013. The increase reflects higher digital sales and marketing costs in 2013 associated with online revenue growth and workforce restructuring costs associated with the Belo transaction.

As a result of all of these factors, Broadcasting Segment operating income decreased 18% to $362 million in 2013.

Publishing Segment

Our publishing operations include USCP, Gannett Publishing Services, USA TODAY group (which includes USA TODAY brand properties), Newsquest, which produces daily and non-daily publications in the U.K., Clipper Magazine, Gannett Government Media and other advertising and marketing services businesses. The Publishing Segment in 2014 contributed 57% of our revenues.

Publishing operating results were as follows:



Publishing operating results, in millions of dollars
	2014^(a)		Change	2013		Change	2012^(a)
Revenues	$	3,422	(4%)	$	3,578	(4%)	$	3,728
Expenses	3,193		(2%)	3,264		(3%)	3,360
Operating income	$	228	(27%)	$	314	(15%)	$	369
(a) Numbers do not sum due to rounding.

Foreign currency translation impacts: The average exchange rate used to translate U.K. publishing results was 1.65 for 2014, 1.56 for 2013 and 1.58 for 2012. Translation fluctuations impact U.K. publishing revenue, expense and operating income results.

Publishing Segment operating revenues: Publishing operating revenues are derived principally from advertising sales which accounted for 61% of total publishing revenues in 2014, and circulation sales which accounted for 33% of total publishing revenues in 2014. Advertising revenues include those derived from advertising placed with print products as well as publishing related Internet desktop, smartphone and tablet applications. These include revenue in the classified, retail and national advertising categories. Circulation revenues are derived principally from distributing our publications on our digital platforms, from home delivery and from single copy sales of our publications. Other publishing revenues are mainly from commercial printing.

The table below presents the principal components of Publishing Segment revenues for the last three years.



Publishing operating revenues, in millions of dollars
	2014		Change	2013		Change	2012
Advertising	$	2,070	(6%)	$	2,199	(7%)	$	2,356
Circulation	1,119		(1%)	1,129		1%	1,117
Commercial printing and other	233		(7%)	250		(2%)	255
Total	$	3,422	(4%)	$	3,578	(4%)	$	3,728

Publishing Segment digital revenues were up for the year in the U.S. as well as at Newsquest in the U.K. Revenues benefited from our continued focus on digital marketing services. Domestic U.S. digital revenues were up 4%, while digital revenues at Newsquest increased 21% in local currency.

The table below presents the principal components of Publishing Segment advertising revenues for the last three years. These amounts include advertising revenue from printed publications as well as online advertising revenue from desktop, smartphone and tablets affiliated with the publications.



Advertising revenues, in millions of dollars
	2014		Change	2013		Change	2012
Retail	$	1,095	(5%)	$	1,157	(6%)	$	1,230
National	321		(12%)	365		(8%)	396
Classified	654		(3%)	677		(7%)	730
Total advertising revenue	$	2,070	(6%)	$	2,199	(7%)	$	2,356

Publishing Segment revenue comparisons 2014-2013:

Advertising Revenue: Advertising revenues for 2014 decreased $129 million or 6%. The decrease reflects lower advertising demand due to ongoing secular pressures.

The tables below present the percentage change in 2014 compared to 2013 for each of the major advertising and classified revenue categories, presented as if the Apartments.com sale, which affected classified real estate revenue comparisons, occurred at the beginning of 2013. Revenue recorded to classified real estate advertising related to Apartments.com sales totaled approximately $4 million in 2014 and $15 million in 2013.

The table below presents the percentage change for the retail, national, and classified categories for 2014 compared to 2013.



Advertising Revenue Year Over Year Comparisons
	U.S. Publishing	Newsquest (in pounds)	Total Publishing Segment
Retail	(6%)	(2%)	(5%)
National	(14%)	(4%)	(12%)
Classified	(4%)	(3%)	(2%)
Total	(7%)	(3%)	(6%)

Retail advertising revenues were down $62 million or 5% in 2014. In the U.S., revenues were down in all major categories. Retail advertising revenues, in local currency, were down 2% in the U.K.

National advertising revenues were down $44 million or 12% in 2014, primarily due to lower advertising sales for USCP, Newsquest, and USA TODAY.

The table below presents the percentage change in classified categories for 2014 compared to 2013 as if the Apartments.com sale occurred at the beginning of 2013.



Classified Revenue Year Over Year Comparisons
	U.S. Publishing	Newsquest (in pounds)	Total Publishing Segment
Automotive	(2%)	(6%)	(2%)
Employment	(4%)	7%	1%
Real Estate	(4%)	(9%)	(4%)
Legal	(4%)	—%	(4%)
Other	(8%)	(6%)	(6%)
Total	(4%)	(3%)	(2%)

Classified advertising revenues declined 4% in the U.S. and 3% in the U.K in 2014. Domestically, automotive advertising was down 2% for the year while employment and real estate both declined 4% for the year. In the U.K., while most classified advertising categories were lower, employment advertising improved 7% in local currency, reflecting the recovery in the U.K. economy.

Circulation Revenue: Publishing Segment circulation revenues decreased by $10 million or 1%. Circulation revenues decreased 1% in 2014 at USCP, reflecting an increase in home delivery revenue offset by a decrease in single copy revenue. Home delivery revenue was boosted by the pricing impact of placing USA TODAY local editions in 35 of our USCP units and the strength of our All Access Content Subscription Model, adding engaging content which allowed us to deploy strategic pricing initiatives. Circulation revenues were 4% lower at USA TODAY and 1% lower in local currency in the U.K., due to declines in print circulation volume, partially offset by cover price increases, implemented in 2013.

Daily average print and digital, replica and non-replica circulation, excluding USA TODAY, declined 9%, while Sunday net paid circulation declined 3%.

For local publishing operations in the U.S. and U.K., morning circulation accounted for approximately 95% of total daily volume, while evening circulation accounted for 5%.

Local publishing circulation volume is summarized in the table below.



Total average circulation volume, print and digital, replica and non-replica in thousands
	2014	Change	2013	Change	2012
Local Publications
Morning	2,715	(8%)	2,967	(8%)	3,240
Evening	145	(10%)	161	(9%)	177
Total daily	2,860	(9%)	3,128	(8%)	3,417
Sunday	4,569	(3%)	4,729	(5%)	5,003

Other Revenue: Commercial printing and other publishing revenues were down 7% in 2014 and totaled $233 million, reflecting the sale of a print business and a decrease in U.K. commercial print revenues. Commercial printing revenues in the U.S. and U.K. combined accounted for nearly 60% of total other revenues.

Publishing Segment revenue comparisons 2013-2012:

Advertising Revenue: Advertising revenues for 2013 declined $157 million or 7%. The decrease reflecting lower advertising demand due to secular pressures, a slow pace of the economic recovery, and the extra week in 2012.

Ad revenues were lower in both the U.S. and the U.K. In the U.K., in local currency, advertising revenues comparisons lagged comparisons in the U.S. Newsquest advertising revenues were down 8% compared with 6% decline for U.S. publishing.

Retail advertising revenues were down $73 million or 6% in 2013. In the U.S., revenues were down in all major categories. Retail advertising revenues were down 4% in the U.K. on a constant currency basis.

National advertising revenues were down $31 million or 8% in 2013, primarily due to lower advertising sales for U.S. Community Publishing, Newsquest, and as well as for USA TODAY and its associated businesses.

Classified advertising revenues declined $53 million or 7% in 2013 with a decline of 7% in the U.S. and 8% in the U.K. Domestically, automotive advertising was down 2% for the year while employment declined 10%. Real estate continued to reflect the housing issues nationwide and was down 5% for the year. Most classified advertising results in the U.K. lagged results in the U.S. as automotive, employment and real estate declined in local currency 10%, 4% and 9%, respectively.

Circulation Revenue: Publishing Segment circulation revenues increased by $12 million or 1% over 2012, reflecting the second consecutive annual company-wide circulation revenue increase. Circulation revenues were up as a result of the implementation of the All Access Content Subscription Model in 2012. Circulation revenues increased 3% in 2013 at USCP. Circulation revenue in the U.K. was up 3% compared to last year in local currency reflecting increases in cover prices.

Revenue comparisons reflect generally lower circulation volumes more than offset by price increases. Daily average print and digital, replica and non-replica circulation, excluding USA TODAY, declined 8%, while Sunday net paid circulation declined 5%.

Circulation revenues were lower at USA TODAY, reflecting lower average print daily circulation volume, partially offset by price increases.

For local publishing operations in the U.S. and U.K., morning circulation accounted for approximately 95% of total daily volume, while evening circulation accounted for 5%.

Other Revenue: Commercial printing and other publishing revenues were down 2% in 2013 and totaled $250 million. Declines in other publishing revenues were partially offset by an increase in commercial print revenues. Commercial printing revenues in the U.S. and U.K. combined, accounted for approximately 60% of total other revenues.

Publishing Segment digital revenues in 2013 were up for the year in the U.S. as well as at Newsquest in the U.K. Revenues benefited from our continued focus on digital marketing services and the All Access Content Subscription Model. Domestic U.S. digital revenues were up 34%, while digital revenues at Newsquest increased 13% in local currency.

Publishing Segment expense comparisons 2014-2013: Publishing operating expense decreased to $3.19 billion in 2014 primarily due to continued cost reductions and efficiency efforts as well as lower print volumes, partially offset by special charges for transformation costs, asset impairments and workforce restructuring.

Publishing payroll costs were down 4% compared to 2013, reflecting the impact of workforce restructuring.

Newsprint expense was down 9% in 2014 due to a decline in consumption and prices.

Publishing Segment expense comparisons 2013-2012: Publishing operating expense decreased to $3.26 billion in 2013 as continued cost efficiency efforts were partially offset by strategic initiative spending of $36 million. A majority of the strategic spending in 2013 was in conjunction with digital relaunches and the investments made in our digital marketing services business.

Publishing payroll costs were down 3% compared to 2012, reflecting the impact of workforce restructuring across certain divisions.

Newsprint expense was down 14% in 2013 due to a decline in consumption and prices.

Publishing Segment operating results 2014-2013: Publishing operating income decreased to $228 million in 2014 from $314 million in 2013. The principal factors affecting reported operating results comparisons for the full year were the following:


•	Lower operating results in the U.S. as advertising revenue categories were affected by the impact of the secular pressure on print advertising demand;


•	Significant increase in digital revenue;


•	Special charges for transformation costs and asset impairments as well as workforce restructuring costs totaled $123 million in 2014 and $89 million in 2013;


•	A decrease in newsprint expense.

Publishing Segment operating results 2013-2012: Publishing operating income decreased to $314 million in 2013 from $369 million in 2012. The principal factors affecting reported operating results comparisons for the full year were the following:


•	Lower operating results in the U.S. and U.K. as advertising revenue categories were affected by the impact of the soft economy on advertising demand, partially offset by an increase in circulation revenue at our USCP and U.K. operations;


•	Strategic initiative spending in 2013 of $36 million;


•	Special charges for transformation costs and asset impairments as well as workforce restructuring totaled $89 million in 2013 and $74 million in 2012;


•	Significant increase in digital revenue;


•	Negative impact of the extra week in 2012; and


•	A decrease in newsprint expense.

Digital Segment

The Digital Segment includes results for stand-alone digital subsidiaries including Cars.com, CareerBuilder, PointRoll, and Shoplocal.

On October 1, 2014, we completed the acquisition of the remaining 73% interest that we did not already own in Cars.com. Full year results for 2014 include Cars.com results following the acquisition on October 1.

On April 1, 2014, CareerBuilder acquired Broadbean, a leader in online recruitment software that enables job distribution, candidate sourcing and big data analytics for employers. The Broadbean acquisition, when combined with the addition of Economic Modeling Specialists Intl. in 2012, represents the next step in CareerBuilder’s transformation, positioning it as a leading company in the rapidly growing software-as-a-service market for talent management solutions.

Digital Segment revenues, expenses and operating income were as follows:



In millions of dollars
	2014		Change	2013		Change	2012
Revenues	$	919	23%	$	748	4%	$	719
Expenses	764		23%	620		(8%)	677
Operating income	$	155	21%	$	128	***	$	42

Digital Segment revenues increased $171 million or 23% over 2013 to a record high of $919 million, primarily reflecting the impact of the Cars.com acquisition, and continued growth in revenues at CareerBuilder.

Digital Segment expenses in 2014 increased 23% to $764 million, primarily due to the Cars.com acquisition and an increase in expenses at CareerBuilder associated with its revenue growth. As a result of these factors, Digital Segment operating income increased to $155 million in 2014.

CareerBuilder, a global leader in human capital solutions majority-owned by Gannett, provides services ranging from labor market intelligence to talent management software and other recruitment tools. It is the largest online job site in the U.S., measured both by traffic and revenue, has a presence in more than 60 markets worldwide and focuses on technology solutions and niche sites. Its North American network revenue is driven mainly from its own sales force but it also derives revenues from its owner affiliated businesses, including our local media organizations, which sell various CareerBuilder employment products including upsells of print employment ads. North American revenue increased 3%, compared to last year. CareerBuilder revenues in the Digital Segment exclude amounts recorded at Gannett-owned local media organizations.

Digital Segment results 2013-2012: Digital Segment revenues increased $29 million or 4% over 2012, primarily reflecting a strong increase in revenues at CareerBuilder.

Digital Segment expenses in 2013 decreased 8% to $620 million, primarily due to a $78 million decrease in impairment charges in 2013 partly offset by an increase in expenses at CareerBuilder associated with its revenue growth.

As a result of these factors, Digital Segment operating income increased to $128 million in 2013.

Consolidated operating expenses

Over the last three years, our consolidated operating expenses were as follows:



Consolidated operating expenses, in millions of dollars
	2014		Change	2013^(a)		Change	2012
Cost of sales	$	3,049	6%	$	2,882	(2%)	$	2,944
Selling, general and admin. expenses	1,539		19%	1,292		(1%)	1,303
Depreciation	186		21%	153		(5%)	161
Amortization of intangible assets	80		***	36		9%	33
Facility consolidation and asset impairment charges	96		65%	58		(52%)	122
Total	$	4,950	12%	$	4,422	(3%)	$	4,563
(a) Numbers do not sum due to rounding.

Total reported operating expenses increased 12% to $4.95 billion in 2014, primarily due to the impact of the acquisitions of Belo and the London Broadcasting Company television stations, as well as the acquisition of Cars.com partly offset by continued cost efficiency efforts company-wide as well as lower newsprint expense.

Depreciation expense was 21% higher in 2014, reflecting the acquisitions of television stations as well as Cars.com.

The non-cash facility consolidation and asset impairment charges for all years are more fully discussed beginning on page 34 and in Notes 3 and 4 to the Consolidated Financial Statements.

Payroll and benefits and newsprint costs (along with certain other production material costs), the largest elements of our normal operating expenses, are presented below, expressed as a percentage of total pre-tax operating expenses.



	2014	2013	2012
Payroll and employee benefits	46.0%	47.6%	45.9%
Newsprint and other production material	8.6%	10.1%	11.2%

Operating expense comparisons 2013-2012: Total reported operating expense decreased 3% to $4.42 billion in 2013, due to continued cost efficiency efforts company-wide, lower facility consolidation and asset impairment charges as well as lower newsprint expense. These were partially offset by $58 million in workforce restructuring charges and $41 million of strategic initiative investments made throughout the year.

Depreciation expense was 5% lower in 2013, reflecting certain assets reaching the end of their depreciable life.

Non-operating income and expense

Equity earnings: This income statement category reflects results from unconsolidated minority interest investments, including our equity share of operating results from our publishing partnerships, including the California Newspapers Partnership, Texas-New Mexico Newspapers Partnership, Tucson newspaper partnership and other online/digital businesses including Cars.com before we acquired it on October 1.

Our net equity income in unconsolidated investees for 2014 was $167 million, an increase of $123 million over 2013. This increase reflects primarily the gain on the sale of Apartments.com, partly offset by the lower equity income from Classified Ventures as well as softer results for newspaper partnerships.

Our net equity income in unconsolidated investees for 2013 was $44 million, an increase of $21 million over 2012. This increase reflects better results at Classified Ventures, the California Newspapers Partnership, as well as reduced impairment charges recognized in 2013.

Interest expense: 2014 interest expense increased by 55% to $273 million compared to 2013 due to a higher average debt level of $3.85 billion. The higher average debt level is related to additional borrowings, partly offset by a lower average interest rate.

Interest expense in 2013 was higher compared to 2012, due to a higher average debt level related to the issuance of $1.85 billion in senior notes in the second half of 2013 primarily related to the Belo acquisition which closed on Dec. 23, 2013.

We increased our long-term debt by $781 million or 21% in 2014. At the end of 2014, our leverage ratio was 2.96x, within the financial covenants under its revolving credit agreements.

A further discussion of our borrowing and related interest cost is presented in the “Liquidity and capital resources” section of this report beginning on page 40 and in Note 6 to the Consolidated Financial Statements.

Other non-operating items: We reported a net gain of $404 million for other non-operating items in 2014. The majority reflects the write-up of our prior 27% investment in Cars.com to fair value post acquisition and a gain related to required accounting for the pre-existing affiliate agreement between us and Cars.com. The net gain was partially offset by acquisition costs and expenses incurred for our previously announced separation in to two public companies.

Other non-operating items totaled a net loss of $48 million in 2013 with the majority related to costs associated with the Belo transaction and a non-cash charge associated with the change in control and sale of interests related to Captivate. These costs were partly offset by interest income earned in 2013.

We reported a net gain of $9 million in 2012 with the majority related to a gain on distribution from a cost method investment and interest income earned during 2012.

Provision for income taxes

We reported pre-tax income attributable to Gannett of $1.29 billion for 2014. The provision for income taxes reflects a special net tax benefit from the sale of a non-strategic subsidiary at a loss, for which a partial tax benefit was recognized. The effective tax rate on pre-tax income is 17.5%.

We reported pre-tax income attributable to Gannett of $502 million for 2013. The provision for income taxes reflects certain state audit settlements and a special net tax benefit from the release of certain tax reserves due to a multi-year federal audit settlement in 2013. The effective tax rate on pre-tax income is 22.6%.

The lower tax rate for 2014 compared to 2013 is due to special items contributing a net tax benefit that related primarily to the 2014 sale of a non-strategic subsidiary at a loss, for which a partial tax benefit was recognized, partially offset by a reduction in audit resolutions.

We reported pre-tax income attributable to Gannett of $620 million for 2012. The provision for income taxes reflects an impairment of non-deductible goodwill, certain state audit settlements and a special net tax benefit from the release of certain tax reserves due to a federal audit settlement in 2012. The effective tax rate on pre-tax income is 31.5%.

The lower effective tax rate for 2013 compared to 2012 is due to special items contributing a net tax benefit that related primarily to a multi-year federal audit settlement recognized in 2013 as well as a non-deductible goodwill impairment charge incurred in 2012.

Further information concerning income tax matters is contained in Note 9 of the Consolidated Financial Statements.

Net income attributable to Gannett Co., Inc.

Net income attributable to Gannett Co., Inc. and related per share amounts are presented in the table below.



In millions of dollars, except per share amounts
	2014		Change	2013		Change	2012
Net income	$	1,062	***	$	389	(8%)	$	424
Per basic share	$	4.69	***	$	1.70	(7%)	$	1.83
Per diluted share	$	4.58	***	$	1.66	(7%)	$	1.79

Net income attributable to Gannett Co., Inc. consists of net income reduced by net income attributable to noncontrolling interests, primarily from CareerBuilder. Net income attributable to noncontrolling interests was $68 million in 2014, $57 million in 2013 and $51 million in 2012.

Operating results non-GAAP information

Presentation of non-GAAP information: We use non-GAAP financial performance and liquidity measures to supplement the financial information presented on a GAAP basis. These non-GAAP financial measures should not be considered in isolation from or as a substitute for the related GAAP measures, and should be read in conjunction with financial information presented on a GAAP basis.

We discuss in this report non-GAAP financial performance measures that exclude from its reported GAAP results the impact of special items consisting of:


•	Workforce restructuring charges;


•	Transformation costs;


•	Non-cash asset impairment charges;


•	A non-cash charge related to a change in control and sale of interests in a business;


•	Non-cash charges related to certain investments accounted for under the equity method;


•	Equity income gain on the sale of Apartments.com by Classified Ventures;


•	Non-operating income from the write-up of our prior equity investment in Cars.com to fair value post acquisition;


•	Other non-operating expenses related to acquisition costs, donations to our foundation and expenses incurred for our previously announced spin-off of our publishing operation; and


•	Special tax gains and charges, as well as the tax effect of the above special items.

We believe that such expenses, charges and credits are not indicative of normal, ongoing operations and their inclusion in results makes for more difficult comparisons between years and with peer group companies. Workforce restructuring and transformation expenses primarily relate to incremental expenses we have incurred to consolidate or outsource production processes and centralize other functions. Workforce restructuring expenses include payroll and related benefit costs as well as charges related to our partial withdrawal from certain multi-employer pension plans. Transformation costs include incremental expenses incurred by us to execute on our transformation and growth plan and incremental expenses associated with optimizing our real estate portfolio. Asset impairment charges reflect non-cash charges to reduce the book value of certain intangible assets to their respective fair value, as our projections for the business underlying the related asset had declined.

In 2014, we recorded a pre-tax gain of $148 million related to the Classified Ventures sale of its Apartments.com business. This gain is reflected in the line equity income in unconsolidated investees, net.

Other non-operating items for 2014 included special gains and charges primarily related to (1) income related to the write-up of our prior investment in Cars.com to fair value post acquisition and the required accounting for the pre-existing affiliate agreement between us and Cars.com, (2) costs for acquiring six London Broadcasting Company television stations and the remaining outstanding shares of Cars.com, (3) expenses related to the planned spin-off of our publishing operation, (4) the early retirement of our 9.375% notes due in 2017, and (5) non-cash donations to our charitable foundation. Other non-operating items in 2013 included Belo acquisition related expenses, a non-cash charge related to a sale of interests in a business and a currency loss related to the weakening of the British pound associated with the downgrade of the U.K. sovereign credit rating.

The income tax provision for 2014 reflects a tax benefit related to our portfolio restructuring, the sale of a non-strategic investment, and a charge related to the sale of our interest in television station KMOV-TV in St. Louis, MO, in February 2014. The income tax provision for 2013 included special credits related to reserve releases as a result of federal exam resolution and lapse of certain statutes of limitations. Results for 2012 included a credit related primarily to tax settlements covering multiple years.

We discuss Adjusted EBITDA, a non-GAAP financial performance measure that we believe offers a useful view of our overall business operations. Adjusted EBITDA is defined as net income attributable to Gannett before (1) net income attributable to noncontrolling interests, (2) income taxes, (3) interest expense, (4) equity income, (5) other non-operating items, (6) workforce restructuring, (7) transformation costs, (8) asset impairment charges, (9) depreciation and (10) amortization. When Adjusted EBITDA is discussed in reference to performance on a consolidated basis, the most directly comparable GAAP financial measure is Net income attributable to Gannett.

We use non-GAAP financial performance measures for purposes of evaluating business unit and consolidated company performance. Therefore, we believe that each of the non-GAAP measures presented provides useful information to investors by allowing them to view our businesses through the eyes of our management and Board of Directors, facilitating comparison of results across historical periods, and providing a focus on the underlying ongoing operating performance of our businesses. Many of our peer group companies present similar non-GAAP measures to better facilitate industry comparisons.

Discussion of special charges and credits affecting reported results: We recorded workforce restructuring related costs totaling $40 million ($26 million after-tax or $.11 per share) in 2014, $58 million ($37 million after-tax or $.16 per share) in 2013, and $49 million ($29 million after-tax or $.12 per share) in 2012. These charges were taken in connection with workforce reductions related to facility consolidation and outsourcing efforts and as part of a general program to fundamentally change our cost structure.

Company-wide transformation plans led us to recognize charges in 2012-2014 associated with revising the useful lives of certain assets over a shortened period, as well as shutdown costs and charges to reduce the carrying value of assets he



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)



Title of Each Class		Name of Each Exchange on Which Registered
Common Stock, par value $1.00 per share		The New York Stock Exchange



Large accelerated filer	x	Accelerated filer	¨	Non-accelerated filer	¨	Smaller reporting company	¨

DAILY PAID-FOR LOCAL MEDIA ORGANIZATIONS AND AFFILIATED DIGITAL PLATFORMS/NEWSQUEST PLC

		Circulation*
City	Local media organization/web site	Monday-Saturday	Founded
Basildon	Echo**: www.echo-news.co.uk	22,961	1969
Blackburn	Lancashire Telegraph: www.lancashiretelegraph.co.uk	13,092	1886
Bolton	The Bolton News: www.theboltonnews.co.uk	12,351	1867
Bournemouth	Daily Echo: www.bournemouthecho.co.uk	18,049	1900
Bradford	Telegraph & Argus: www.thetelegraphandargus.co.uk	18,906	1868
Brighton	The Argus: www.theargus.co.uk	14,370	1880
Colchester	The Gazette**: www.gazette-news.co.uk	11,706	1970
Darlington	The Northern Echo: www.thenorthernecho.co.uk	30,735	1870
Glasgow	Evening Times: www.eveningtimes.co.uk	33,397	1876
Glasgow	The Herald: www.heraldscotland.com	37,728	1783
Glasgow	The National: www.thenational.scot	***	2014
Newport	South Wales Argus: www.southwalesargus.co.uk	13,197	1892
Oxford	Oxford Mail: www.oxfordmail.co.uk	12,773	1928
Southampton	Southern Daily Echo: www.dailyecho.co.uk	22,397	1888
Swindon	Swindon Advertiser: www.swindonadvertiser.co.uk	11,987	1854
Weymouth	Dorset Echo: www.dorsetecho.co.uk	13,267	1921
Worcester	Worcester News: www.worcesternews.co.uk	8,885	1937
York	The Press: www.yorkpress.co.uk	19,643	1882
* Circulation figures are according to ABC results for the period January - June 2014 Publishes Monday-Friday * Founded in 2014. No certified circulation reported to date.



Year	Quarter	Low		High		Year	Quarter	Low		High
2010	First	$	12.77	$	17.33	2013	First	$	17.58	$	22.11
	Second	$	13.48	$	19.69		Second	$	19.53	$	26.75
	Third	$	11.66	$	15.28		Third	$	23.98	$	26.90
	Fourth	$	11.65	$	16.17		Fourth	$	23.75	$	29.48
2011	First	$	14.26	$	18.93	2014	First	$	25.96	$	30.43
	Second	$	13.26	$	15.80		Second	$	25.53	$	30.98
	Third	$	8.28	$	14.70		Third	$	29.88	$	35.70
	Fourth	$	8.90	$	14.47		Fourth	$	25.95	$	33.70
2012	First	$	13.16	$	16.26	2015	First*	$	29.30	$	35.20
	Second	$	12.17	$	15.90	* Through Feb. 24, 2015
	Third	$	13.16	$	19.09
	Fourth	$	16.35	$	19.99



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



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



Item No.		Page
	Part I

1	Business	3

1A.	Risk Factors	20

1B.	Unresolved Staff Comments	21

2	Properties	22

3	Legal Proceedings	22

4	Mine Safety Disclosures	22

	Part II

5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	23

6	Selected Financial Data	24

7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24

7A.	Quantitative and Qualitative Disclosures about Market Risk	43

8	Financial Statements and Supplementary Data	44

9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	82

9A.	Controls and Procedures	82

	Part III

10	Directors, Executive Officers and Corporate Governance	84

11	Executive Compensation	84

12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	84

13	Certain Relationships and Related Transactions, and Director Independence	84

14	Principal Accountant Fees and Services	84

	Part IV

15	Exhibits and Financial Statement Schedules	84


(1)	We service these stations under shared services and similar arrangements.


(2)	We also own KGWZ-LD, a low power television station in Portland, OR.


(3)	We also own KTFT-LD (NBC), a low power television station in Twin Falls, ID.


(4)	We also own WBXN-CA, a Class A television station in New Orleans, LA.


(5)	Weekly audience is number of television households reached, according to the November 2014 Nielsen book.


*	USA TODAY morning and Sunday figure is the average print, digital replica, digital non-replica and branded editions according to the Alliance for Audited Media’s September 2014 Publisher’s Statement.




	Mobile and Tablet: We power more than 500 mobile and tablet products and partner with service providers to deliver push news alerts and mobile marketing campaigns. We have also developed and deployed leading applications for iPad, iPhone, Kindle, Android, Windows and BlackBerry.



	GANNETT ON THE NET: News and information about us is available on our web site, www.gannett.com. In addition to news and other information about us, we provide access through this site to our annual report on Form 10-K, our quarterly reports on Form 10-Q, our current reports on Form 8-K and all amendments to those reports as soon as reasonably practicable after we file or furnish them electronically to the Securities and Exchange Commission (SEC). Certifications by our Chief Executive Officer and Chief Financial Officer are included as exhibits to our SEC reports (including to this Form 10-K). We also provide access on this web site to our Principles of Corporate Governance, the charters of our Audit, Transformation, Executive Compensation and Nominating and Public Responsibility Committees and other important governance documents and policies, including our Ethics and Inside Trading Policies. Copies of all of these corporate governance documents are available to any shareholder upon written request made to our Secretary at the headquarters address. We will disclose on this web site changes to, or waivers of, our corporate Ethics Policy.