Michael Dickerson - IR Bob Dickey - President and CEO Sharon Rowlands - CEO of ReachLocal Ali Engel - CFO John Zidich - President of Domestic Publishing Barbara Wall - Chief Legal Officer

Michael Kupinski - Noble Financial Tommy Drew - Stephens Inc. Alexia Quadrani - JPMorgan Doug Arthur - Hoover Research Barry Lucas - Gabelli & Company

Good morning. My name is Andrew and I will be your conference facilitator. I would like to welcome everyone to Gannett's Fourth Quarter 2016 Earnings Conference Call. This conference call is being recorded at the request of Gannett. Should you have any objections, you may disconnect at this time. All participants have been placed on mute to prevent any background noise. There will be a question-and-answer period after the speaker's remarks. [Operator Instructions]. Thank you. I will now turn the call over to your host, Mr. Michael Dickerson, Vice President of Investor Relations for Gannett. You may begin your conference.

Thank you, Andrew and good morning, everyone. I'm Mike Dickerson, Vice President of Investor Relations and Real Estate at Gannett. Welcome to Gannett's conference call to discuss our fourth quarter 2016 financial results. Joining me this morning are Bob Dickey, our President and Chief Executive Officer, Ali Engel, our Chief Financial Officer, John Zidich, President of Domestic Publishing, Sharon Rowlands, Chief Executive Officer of ReachLocal and Barbara Wall, our Chief Legal Officer. Many of you have already seen a copy of our press release from this morning. For those of you who have not it is available on our website at gannett.com. I would like to call your attention to our Safe Harbor Provision for forward-looking statements that could be found at the end of our press release. The Safe Harbor Provision identifies risk factors that may cause actual results to differ materially from the content of our forward-looking statements. Our 2015 Annual Report on Form 10-K and other periodic filings on file with the SEC provide further detail about the risk factors related to our business. During this call, we may refer to adjusted EBITDA, adjusted earnings per share and free cash flow. We define adjusted EBITDA as earnings before income taxes, equity income, other non-operating items which includes interest income and interest expense among other items, severance-related charges including early retirement programs, asset impairment charges, depreciation and amortization. We define adjusted earnings per share as EPS before tax affected severance-related charges including early retirement programs, asset impairment charges, acquisition-related expenses and transformational items. The tax impact on these non-GAAP tax deductible adjustments is based on the estimated statutory tax rate for the United Kingdom of 20% and the United States of 38.7%. We define free cash flow as cash flow from operating activities less capital expenditures. These non-GAAP company defined measures are provided because management believes they are useful in analyzing the company's operating performance and cash flow before the impact of various reorganization and other charges. Reconciliations of adjusted EBITDA to GAAP net income, adjusted EPS to GAAP EPS and free cash flow to cash flow from operating activities is included is our press release. The format for today's call will be as follows. First, Bob Dickey will lead us off with a brief discussion and update of our key strategic priorities. Sharon Rowlands will then discuss current events at ReachLocal and Ali Engel will then take us through the financial performance for the fourth quarter. Lastly there will be a question-and-answer period. With that, I would now like to turn the call over to Bob Dickey.

Well, thanks Mike and good morning to everyone. We were very pleased to have ended the year on such a high note with strong revenues and earnings in the fourth quarter. In fact, revenues increased 17.3%, well ahead of our 14% to 16% revenue growth guidance and adjusted EBITDA at $127 million was also well ahead of our $105 million to $110 million guidance for the quarter. 2016 was a very important year in the transition of our business to a next-generation digitally-focus model and we have numerous data points indicating that our strategies are working. Let me highlight a few of those for you. National Digital Advertising in the publishing segment, has been a significant driver of our overall digital growth, growing more than 17% in 2016. Also, supporting higher total digital advertising trends, has been the successful monetization of mobile, which was up 43% in the fourth quarter and video which saw a 37% gain in the fourth quarter. One item we're particularly pleased with is the fourth quarter year-over-year organic revenue growth of 1.4% for USA Today. The success of our digital products and go-to-market strategies such as focusing on native advertising through our GET Creative studio are more than offsetting declines in print advertising and to a lesser extent circulation revenues. In 2016, digital advertising at USA Today comprised the majority of its advertising revenue at 63% for the full year and 68% for the fourth quarter. Let me mention a few specific digital metrics that are helping convince advertisers to put their digital advertising dollars with the USA Today network, which include not just USA Today, but our 109 local markets in the U.S. as well. The network averaged more than 110 million unique digital visitors during the year and reached an all-time high of the 122 million in November, as a result of our excellent coverage of the Tennessee Wildfires and of course the Presidential Election. We ended the year rank number three in unique digital visitors in the news and information category as measured by comScore behind Yahoo ABC and CNN, but that was up from number four at the end of 2015. Our goal remains to be number one. Similarly, the USA Today Network ranked number three in page views with approximately 1.9 million billion page views a month during the fourth quarter. In mobile web, as measured by comScore, the USA Today network ranked number one in the news and information category with over 75 million unique digital visitors. Importantly, we are benefitting from improved monetization with CPN yields in mobile having increased more than 60% over the year in 2016 across the USA Today Network. Lastly, digital-only subs excluding acquisitions grew to 182,000 at the end of December up 26% from the third quarter of 2016 and 71% from the end of 2015. The fourth quarter sequential increase was a result of our election coverage and a very successful marketing campaign during the quarter. Digital-only plus Sunday subscriptions increased 62% from a year ago reaching just over 200,000 for the first time. When you add in acquired businesses, we ended the year with approximately 225,000 digital-only subscribers. Improvement in digital performance is not limited to the U.S. with Newsquest reporting that their full year digital audience has increased substantially in 2016 with average daily unique visitors rising by 20% and Newsquest now reaching 70% of the adults in their local markets online each month. These strong digital performances are clear examples of the strength in the network model and we've only just begun to realize these benefits. Obviously, supporting these metrics, which are contributing to our digital revenue growth, is an outstanding team of journalists generating high quality in-demand content. As an example, in preparation for the recent political season, the USA Today network launched a national outreach campaign hashtag Voting Because to engage readers in this year's election in a positive way and to underscore the importance of voting to our democratic process. As part of the campaign we created the votingbecause.com website. It offered access to the USA Today network's election coverage as well as many resources to get informed and get involved, including registering to vote via our Rock the Vote Portal. Throughout the election season, the campaign delivered approximately 103 million impressions and produced a social reach of approximately 145 million. As I mentioned earlier, our coverage of the election was a major contributor to accelerating our digital growth including a record November when the network reached 122 million unique visitors who consumed more than two billion page views. In social media, USA Today was the fastest growing new site of the year on Facebook and more recently, the USA Today network generated 17.5 million video views, the weekend of the presidential inauguration by utilizing our Virtually There YouTube Channel. The USA Today network was among the first media organizations to live stream the Presidential Inauguration in multi-camera virtual reality using five custom cameras developed by Nikon for the event. To provide our audience with the opportunity to experience this event, we placed VR capable cameras at the Capital Building, along the parade route and the National Mall during the event with the live stream available to both desktop and mobile viewers. Now before moving on to our fourth quarter results, let me mention a few individuals that exemplify what we at Gannett all strive to be. USA Today's Washington Bureau Chief, Susan Page was selected as a recipient of the American News Women's Club's 2017 Excellence in Journalism Award. This award is a well-deserved honor. Over the course of her career, Susan has interviewed nine Presidents and covered 10 Presidential Campaign. She founded and cohost USA Today's Capital Download a weekly video newsmaker series that has been honored by the Alliance for Women in Media Foundation. Kelly Andresen who leads the USA Today Network's full-service creative agency Get Creative, was honored on Business Insiders' 30 Most Powerful Women in mobile advertising list for the second year. Kelly has been instrumental in Get Creative's branded virtual reality content campaigns for clients such as Honda and Toyota and works closely with the product team to develop the first advertising unit native to virtual reality. ReachLocal CEO, Sharon Rowlands was named Winner of the Gold TV Award in the Female Executive of The Year category in the Annual Stevie Award for women in business. And finally, Gannett's Chief Transformation Officer, Barbara Wadsworth was selected by the Department of Commerce and appointed to the National Advisory Council on innovation and entrepreneurship to help promote American innovation. I feel very fortunate to be working with such a talented management team and exceptional employees who continue to strengthen one of the world's most respected media organizations and shape the future of our industry. With that, let me turn it over to -- turn the call over to Sharon who will discuss recent events at ReachLocal, Sharon?

Thank you, very much Bob. Over the course of 2016, ReachLocal made great progress on its EBITDA expansion and finished the full year with significant growth over the prior year. This profitability has been accelerated through synergy savings as a result of becoming part of Gannett and leveraging our combined scale. Particularly exciting is the progress that ReachLocal has made with new products launched in 2016 and a key focus of the quarter was cross-selling into our existing base. ReachSocial Ads is a new product we formally launched in quarter two and by the end of the year, approximately 6.5% of our clients were using it. This Facebook advertising solution is being well received across all our global market and our momentum with it indicates a lot of area for growth both within our own client base and with new client. Our ReachSEO solution closed quarter four with 35% growth year-over-year and our software business continues to grow at a substantial rate with 20% growth year-over-year for our ReachEdge and Kickserv solutions. Speaking to the power of our technology and performance at ReachLocal, for the second year in a row, we were named the Google Quality Account Champion for North America for having the highest average AdWords quality score of all Google channel partners during the judging period. This award is a testament to our industry leading approach that combines our innovative technology and a dedicated service model to provide high quality campaign set up, ongoing optimization and performance based campaign management. One of the most exciting opportunities for ReachLocal becoming a part of Gannett is the ability to leverage the strong local relationship Gannett has in local market to create lead-gen the digital marketing services. We have had a team working on getting ready to launch into Gannett's U.S. advertiser base and are now ready to launch in the second quarter of 2017. We've completed our initial research conducted on site visits to key markets and spoken with stakeholders within the business to inform our approach and are now in the process of finalizing our rollout plans. We're looking forward to bringing ReachLocal products to the Gannett client base through fulfilment for existing digital clients, deepening the relationship with long-standing clients through adding digital into their marketing mix and bringing new clients within these markets. Our research reveals that there is very little client overlap in local markets across the U.S. where both ReachLocal and Gannett are present. This reinforces the greenfield opportunity that is presented to us as a business overall. We've also aligned on our go to market strategy that includes the successful service model we've deployed globally here at ReachLocal and we're excited to launch this for Gannett advertisers and sales board. We look forward to sharing more details on our progress on this rollout on the next call and with that, let me turn the call over to Ali to discuss the financial results.

Thank you, Sharon and good morning, everyone. I am pleased to discuss our fourth quarter results with you today. Operating revenues for the fourth quarter were $867 million compared to $739.3 million in the prior year fourth quarter, an increase of $127.7 million or 17.3%. The increase in revenue was primarily attributable to acquisitions and continued strong momentum in national digital advertising revenues. Revenue increases were partially offset by declines in print advertising and circulation demand. On a same-store basis, operating revenues declined 7.7%. Further, adjusting for the year ago, reclassification of certain customer credits, same-store operating revenues declined 8.8%. Net income for the fourth quarter was $24.6 million which includes $33.4 million of after-tax restructuring, acquisition, severance, asset impairment, facility consolidation and other related costs. Approximately $18.7 million of these charges were non-cash asset impairments and facility consolidation charges. Adjusted EBITDA for the quarter was $127 million, an increase of $700,000 compared to $126.3 million in the prior year. The improvement in adjusted EBITDA was a result of contributions from acquired businesses, ongoing operating efficiencies, increases in national digital advertising revenues, and the impact of approximately $8.8 million of favorable changes in certain insurance reserves. These gains were partially offset by declines in print advertising and $3 million due to unfavorable foreign currency exchange rate changes. Operating revenues in the publishing segment were $790.4 million, an increase of $54.8 million or 7.5% compared to the prior year fourth quarter. Excluding $16.3 million of unfavorable foreign currency rate changes and $6.7 million of selected exited operations, revenues increased $77.8 million, or 10.7%. This increase primarily reflects contributions from acquisitions, a 1.4% increase in organic USA TODAY revenues and improved digital performance in local U.S. markets. These increases were partially offset by a 15.3% reduction in print advertising in the U.S. and a 14.2% reduction in print advertising in the U.K. On a same-store basis, publishing segment revenues were down 7.4%. Further, adjusting for the prior year reclassification of certain customer credits, same-store revenues declined 8.5%, a sequential improvement from the 8.7% decline in the third quarter. Publishing segment digital advertising revenues of $110.8 million were up 14.4% compared to the prior year quarter, due primarily to acquisitions, improved local performance in the U.S. and strong growth at the USA TODAY. Excluding acquisitions and the impact of a 38.7% reduction in the employment category, digital advertising revenues increased 11.9%. This increase was driven by a 41.5% increase in combined video and mobile display and a 21.1% increase in other sources of digital advertising revenues such as digital marketing services and revenues from affiliates. Publishing segment adjusted EBITDA for the quarter was $148.5 million compared to $156.7 million in the prior year fourth quarter, a decrease of $8.2 million, including $3 million in unfavorable foreign currency exchange rate changes. Pressure from declines in print advertising and circulation revenues in the U.S. and U.K. were only partially offset by contributions from acquired businesses, ongoing cost reductions and efficiency gains in operating expenses, and increases in national digital advertising revenues. ReachLocal Segment operating revenues for the quarter were $75.2 million and adjusted EBITDA was $900,000. Revenues and adjusted EBITDA were reduced by the $2.1 million estimated fair value adjustment to deferred revenue obligations as required by U.S. GAAP. If we excluded this adjustment, ReachLocal continues to perform in line with our expectations. Net cash flow from operating activities for the quarter was approximately $53 million. Capital expenditures were approximately $15 million and were primarily for maintenance, technology investments and real estate projects. During the quarter, the company paid dividends of $18.1 million and repurchased 3.75 million shares of Gannett stock at an average cost of approximately $8.71 per share. At the end of the fourth quarter of 2016, the company had a cash balance of $114.3 million and a balance on its revolving line of credit of $400 million, or net debt of $285.7 million. The company's revolving line of credit balance was reduced by $15 million shortly after the end of the fiscal year 2016. The company's underfunded pension liabilities were $739.3 million, compared to $612.4 million as of December 27, 2015, an increase of $126.9 million. This increase is primarily a result of the decrease in the discount rate applied to both the U.S. and U.K. plan liabilities at the end of 2016. The company is currently in the process of finalizing its 2017 budget. Preliminarily, the company expects a mid-single digit increase in reported revenues and a slight decrease in adjusted EBITDA margins, however we expect to be able to provide a more detailed outlook for 2017 later during the first quarter. I would now like to turn the call back over to our Operator who will assist us in taking some questions.

[Operator Instructions]. We'll be taking our first question for the day from the line of Michael Kupinski from Noble Financial. Your line is open.

Thanks. I just have a couple of quick questions and sorry for my cold. Regarding ReachLocal was there any integration of cost savings achieved from the net owning the company early this quarter. I know that your plan is that fully integrate until your contract is over with the other company. But I'm just trying to gauge the margin potential once ReachLocal is fully integrated into the company and then also does that begin and if I get the timeframe right, is that begin in June of this year?

Yes, Michael at this point the synergies we are looking at would be back office support types of roles that we can provide. Actually, there is also some synergies coming back from ReachLocal that can benefit, but it would be a second half of 2017 effort.

So much of the cost savings works were not in the fourth quarter, I'm just trying to figure out how much?

That's very, very minimum at this point.

Okay.

Any cost savings Michael there just been any -- a slight small reduction in there, public company called for the overhead related to them being a public company that went away after we purchased them and close that transaction in August.

Okay, perfect. And then regarding print advertising on the local level and congratulations on the way by USA TODAY showing revenue growth, but on the local level can you tell me how much -- can you just give me some idea of how the category performed particularly retail in the fourth quarter?

I'll pass it over to John as you know our major retailers had a tough holiday season, so with that John.

I think Michael in Q4 we saw continuing difficult trends in our ROP related to department store. And in preprint we're flat quarter-over-quarter. The same issues again its department store that major that drove the decline. I think the positive story in the local markets for Q4 is the improvement in our digital business. Our local retail digital business was up close to 18%. So, in addition to the strong national performance, we are getting real good momentum in the local markets offsetting some of the decline we're seeing in ROP and in preprint.

Great. And then my final question is regarding your liability, have you guys responded to sensitivity analysis that if interest rates would go up 1% what would the unfunded pension liability look like?

Yes, Michael a 100 basis points change in the discount rate is about $200 million either improvement or decline in the PVO depending on which way it goes. Obviously, we are hoping for improved interest rates during 2017. In 2016 interest rates were down during the year. They started to tick back up at the very end of the year, but not enough to overcome what we lost during the year, but it is about $200 million sensitivity and that's on our main pension plan, which is the Gannett retirement plan based here in the U.S.

And what in terms of contributions or to the pension plan that you have in 2017?

Yes, in the U.S. pension plan it's $25 million that we will contribute and the timing of that we are working on now because we can save a little money if we make that contribution in the first quarter and then in the U.K. I believe it is about £15 million. So, depending on what rate you use to convert that, that's their required contribution. None of the other plans have any required contributions.

Got it. That's all I got. Thank you so much.

Thanks Michael.

Thank you. Our next question comes from the line of Kyle Evans from Stephens. Your line is open.

Hi this is Tommy in for Kyle, thanks for taking our questions. I appreciate the helpful guidance you gave for 2017 with topline growth and some EBITDA margin compression. Could you give us a sense of what you are expecting to drive the margin compression?

Yes, Tommy the margin compression really comes from integrating ReachLocal into business because of lower margin than our average corporate margin and that's the primary driver of that.

Okay. Great. Thank you. And then a follow up, can you give us any sense of where we might end up for Q1 on the top or the bottom line?

Yes, we're not there yet Tommy because we've got still a little bit more work to do on our quarterly spreads. We've got to get the budget through our board approval process, but I do think that during the year we will have quarter-over-quarter volatility as we did last year, as we look at different ways that our investment spending and product development is rolling out the way that the ReachLocal integration will roll out later in the year and so there won't be some probably quarter-over-quarter volatility. But we don’t have any guidance on Q1 at this time.

I would add and John can certainly add more details, but right now Q1 advertising in the various segments print or digital and how deep you want to get even into department stores, looks to be very much in line with fourth quarter and we will continue to push on the digital side as the quarter builds, but right now we're not seeing anything that surprised us which is I think a good point.

Great. Thank you very much.

Thank you. Our next question comes from the line of Alexia Quadrani from JPMorgan. Your line is open.

Good morning, this is [Parasa] on for Alexia Quadrani. First question I had is on M&A, I know you guys are in 109 local markets here. Are you guys still comfortable with getting to that $125 million or $140 million range you guys mentioned earlier?

Yes, we continue to review what's in the marketplace. We have very active pipeline and that continues to be one of our focus definitely.

And then also any color on what JMG or North Jersey contributions were to the advertising revenues for the quarter?

Well in both cases John, if we can get that kind of breakup for you, but in both cases what we've seen since the acquisition both JMG and New Jersey were underperforming in comparison to Gannett's trends or industry trends and we have seen significant improvement as our sales management teams have gotten in there and worked with them. And we are very, very happy, we're ahead of what we anticipated in New Jersey actually. John anything you want to add? I know in Milwaukee, we've gone through some major management changes that are really paying off for us, both at the publisher level as well as the sales level.

We have it in the tables in the back and so if you look on -- hang on one second, acquired revenue was -- in the quarter was $207 million and the MS on table number three and then we disclosed that ReachLocal revenues were about $75 million taken back into them what comes from the rest of that, is that helpful.

Yes absolutely.

We're trying to break out on Table 3 a little bit more around the acquisitions because you guys have all provided that back of what you need there.

Okay, thank you.

If you have other questions, feel free to reach out to Mike Dickerson. He can dig into it.

All right. Will do. Thanks guys.

Thank you. Our next question comes from the line of Doug Arthur from Hoover Research. Your line is open.

Yes thanks. Just looking at the same-store circulation revenue look to be slightly up adjusted for acquisitions in currency. Any metrics in terms of volume versus price behind that and is that sustainable? I know it includes -- that includes a little bit of digital subscription growth as well?

That adjustment though, yes go ahead, John.

I think from an audience standpoint as you know we look at the business very differently with the focus on growing our digital portfolio which Bob mentioned with the strong performance we had and looking at how we maximize full access subscriptions and then went for the quarter as a result we were about 10% positive from a rate standpoint and just slightly worse than that on the volume side.

Okay. And -- I'm sorry.

Doug, just to point out, Ali mentioned during the call roughly an $8 million prior year classification that is all related to circulation, so if you were to pull that out, it is really about 3% net decline.

4.4%.

Sorry 4.4%.

4.6% decline quarter-over-quarter if you adjust for a one-time reclassification.

Okay. Because I was going to also Ali, you mentioned something about in insurance reversal, could you just explain that again?

Yes, at year end we trip a lot of our estimates around our actuarial reserves. We have some self-insured, different self-insurance programs and we had credits worth about $8.8 million that came through the P&L related to those that impacted our bottom line adjusted EBITDA, but even if you back those out, we're still way ahead of our guidance that we had given of $105 million to $110 million for the quarter.

Yes. No doubt.

Yes, we just wanted to point that out to you guys. So, you don’t take it out in a run rate type situation, but those are normal things that happen at year end and we have to look at all of ours reserves.

Okay. Got it, thank you. Helpful.

Yes, but is a circulation we are clear on that.

Yes, basically fully adjusted down 4.6% is I think what you are referring.

That's on a same-store basis, but definitely to point we have some bright spots on the digital side and on pricing et cetera.

Okay. Great. Thank you.

Thank you. Our next question comes from Barry Lucas from Gabelli & Company. Your line is open.

Thanks, and good morning, I know you haven’t completed the budgeting process, but in terms of outweighs some thoughts if you could on CapEx and a little more detail on the pension those are required pension contributions. So, would you be thinking about making any voluntary contributions and taking advantage of whatever tax benefits there are early on?

Yes, a CapEx will be higher next year, Barry, slightly higher because we have the acquisitions. We have considered the needs of JMG and North Jersey Media Group as well as ReachLocal, which is continuing to undergo lot of product development. So, we do expect this to be higher next year. We'll give again guidance on the exact range of that. I mean I think it will be significantly higher but it'll be higher. And then on the pension I think the required contribution for 2018 will be in the same range of what we are doing for 2017 and significantly different. And now we never really discuss making voluntary contributions to our pension plan. Our forecast based on the assumptions we have now don’t really warrant back and I think we have a better usage for the capital for the company than making those contribution for the pension plan at this time.

All right. Thanks Ali. One more I hate to trade on someone else's toes here, but thinking about newsprint cost and maybe if you can provide some commentary on price versus use?

So, let me look at this putting on a kind of on constant currencies same-store basis, our expense is down in the low-single digits. Volumes are down about 20%. Prices were up in the mid-to-high teens percentage range. A lot of our work last year has been on shifting that type of newsprint we are using to a lower basis way, which has a higher cost per metric ton. But it's more than offset by what we save in consumptions and so that's been a big part of our end-to-end project in our GPS group and big part of our the savings that we have been able to achieve in printing and distribution areas, so we continue to see very focused on newsprint. We continue to be a largest purchaser of newsprint in North America, and I think we continue to be get the best prices that we can for the volumes that we can see.

Thanks for that detail, Ali.

Sure.

[Operator Instructions] We have no other questioners in the queue at this time. So, I'd like to turn the call back over to management for closing comments.

Well, thank you all very much for joining us today. That concludes our call. If you do have any further questions, feel free reach out to me Mike Dickerson at 703-854-6185. Thank you and have a great day.

Ladies and gentlemen, thank you again for your participation in today's conference call. This now concludes the program and you may now disconnect at this time. Everyone have a great day.