Good day, everyone, and welcome to Gannett's Second Quarter 2013 Earnings Conference Call. This call is being recorded. [Operator Instructions] Our speaker for today will be Gracia Martore, President and Chief Executive Officer; and Victoria Harker, Chief Financial Officer. At this time, I would like to turn the call over to Jeff Heinz, Vice President, Investor Relations. Please go ahead.

Thanks, Jessica. Good morning, and welcome to our earnings call and webcast. Today, our President and CEO, Gracia Martore; and our CFO, Victoria Harker, will review Gannett's second quarter results. After their prepared commentary, we'll open up the call for questions. Hopefully, you've had the opportunity to review this morning's press release. If you've not seen it yet, it's available at gannett.com. Before we get started, I'd like to remind you that this conference call and webcast include forward-looking statements, and our actual results may differ. Factors that may cause them to differ are outlined in our SEC filings. This presentation also includes certain non-GAAP financial measures. We have provided reconciliations of those measures to the most directly comparable GAAP measures in the press release and on the Investor Relations portion of our website. With that, let me turn the call over to Gracia.

Thanks, Jeff, and good morning. Let me join Jeff in welcoming you to our call. First, I'm going to discuss some highlights from the quarter, including the good progress we're seeing on our strategic plan, and then recap our biggest news of the quarter, our pending acquisition of Belo Corp. And after that, I'm going to turn it over to Victoria, who's going to cover the performance of each of our business segments and some balance sheet items as well. And then, of course, we'll move on to any questions that you all might have. Turning to the second quarter financial results, we are very pleased that earnings per share increased 4% to $0.58 per share, excluding special items, especially in light of the very mixed economic backdrop and our comparisons in broadcasting due to political spending. This growth was primarily driven by the continued success of our all-access content subscription model, very strong company-wide Digital results and solid results in our Broadcast segment despite those political headwinds. Total revenue, as you saw this morning, was $1.3 billion, in line with the second quarter of last year as revenue increases in circulation and the Broadcasting and Digital segments almost completely offset a decline in advertising revenue in our Publishing segment. Expenses excluding special items were, by and large, unchanged in the quarter, and I am pleased to report that the impact of our cost control and efficiency efforts counterbalanced our investments in our strategic initiatives and higher expenses related to higher revenues in Digital. Each of our segments remained strongly profitable as operating income from the quarter, excluding special items, was approximately $229 million, while operating cash flow totaled $277 million. On the all important free cash flow metric in the quarter, it was up 23% compared to last year…

Thanks, Gracia, and good morning, everyone. As Gracia has already commented, we are once again pleased with our financial results this quarter. With many of our new initiatives gaining momentum and contributing strongly to our results, we're enjoying even greater flexibility, which allows us to continue to invest in new and promising areas. Before I dive into those details, as well as specific financial performance metrics for our Broadcast, Publishing and Digital segments, I'd like to provide some additional color on a few nonrecurring special items which impacted the quarter to help provide additional clarity on the true operating trends we're seeing. Our ongoing efforts to gain efficiencies and reduce costs generated $35.7 million of nonrecurring expense during the quarter in workforce restructuring and transformation costs, netting $21.5 million after-tax, or $0.10 per share. Workforce restructuring costs totaled $21.7 million, $13 million after-tax, or $0.06 per share. Transformation costs were $14 million, $8.4 million after-tax, or $0.04 per share. You'll note that in our press release, we have provided a GAAP to non-GAAP reconciliation of these drivers to help provide additional context for the nonrecurring impact of these costs and to give you greater insight into our ongoing business trends. Now in order to address those trends, let's turn to our business segment results, beginning with our Publishing segment. Once again, this quarter, our all-access content subscription model provided notable momentum and strong financial returns during the quarter. Against this backdrop, however, the continued softness and macroeconomic trends caused advertising revenues to decline about -- by about 5% again during the quarter. Despite this, total circulation revenue gains of 6% nearly fully offset these declines, demonstrating the growing strength of the investments we've made in our Publishing segment. As a result, Publishing segment revenues were just 2% lower for the…

Thanks very much, Victoria. As I've said before, although our strategy is already delivering powerful results to both our top and bottom line, it was never meant to be a quick or immediate fix. Our transformation plan is a complex and multifaceted process, and we do not expect linear growth each quarter. But what we do want to see is continued progress, and we have successfully achieved that since the implementation of our strategic plan last year, in fact, accelerated it. And we're not stopping there. We continue to work behind the scenes on opportunities and further innovating our offerings so that we can best compete in the digital age, and you can expect much more to come from us in the months and quarters ahead. Now we'd like to open it up for questions. We'll turn it over back to the operator.

[Operator Instructions] We'll go first to John Janedis with UBS.

Gracia, can you talk a little bit about what you're singing in TV? There's obviously a lot of movement with political and Olympics, but can you really just cut through it for us and tell us what you're seeing among the top categories? And are you seeing much from Obamacare around spend?

That's a great question, John, and thanks for it. Just to kind of recap the numbers, we are blessed with the fact that in 2012, we overachieved and generated about $75 million of political and Olympic revenues. Then obviously, the next year, you have to compare against that. But you know what, I'll take that overachievement every time. But if you set aside that high margin -- those dollars and exclude it, we're actually looking at -- I think in our guidance we said television, total television revenues, up in the mid-teens. Now what we are seeing is continued strength in auto, and you've actually hit on something very interesting on the Obamacare side because we actually, led by Dave Lougee, who's also here with me, and I'll ask him to pipe in here a moment, we actually are very focused on that, and we see that as potentially a big opportunity for us in the coming quarters as more spending has to take place around the various exchanges and other issues surrounding health care. But Dave, do you want to jump in on that?

Yes, I will, John. Good question on health -- on Obamacare because as the exchanges come to market, and it's going to be a state-by-state situation, a bigger opportunity than others, but there is clearly some tremendous media buys and frankly, opportunities for business development on the part of our stations. It would appear to be a -- beginning in the fourth quarter, really looks like it's going to start being an October event. I'm not sure we're going to see much of it in September. And also, just to add on to your question about core billing, which -- it's always difficult, as Gracia said, on the apples-to-apples side, but we think actually September is going to finish stronger than the quarter has started. And frankly, when we look at our local revenues, you go back to 2011 and where we think we're going to estimate right now just on the local side, is we'll probably finish almost 10% over 2011 in local core revenues.

And then lastly on, obviously, the retrans side, we had another great quarter. That's kind of an annuity-like thing, and that will obviously continue until the end of the year when we have another opportunity at one of our major cable or satellite MSOs to have another conversation with them to further align value with what we provide.

Okay. Next question. Maybe on a different note, on national advertising and print.

Yes.

I think it was your best quarter, maybe in about 3 years. And I'm wondering, is there anything to call out there and if you view that maybe as a potential leading indicator for the segment in terms of broader advertising?

I think there's a couple of things to call out there. Number one, I think that the strong team that we've put in place over the last year at USA TODAY where, obviously, the vast majority of our national publishing revenue resides, I think is just doing a terrific job in really presenting the value that USA TODAY brings across all platforms, but especially the continuing value of our print product there. So we feel very good about the progress we've made on the national front. Obviously, we'll have to see -- there's going to be a lot of things that are, frankly, impacted by what the second half of the year and beyond look like from an economy standpoint, and there's a lot of question marks around whether the Fed's going to tighten, not tighten, what health care costs are going to look like. And the psychology, frankly, of CEOs of companies and how they feel about spending is going to be -- especially at the national level, is going to be -- have an important impact on things. But I feel extremely pleased with the good progress that USA TODAY is making and the team that we now have in place there to lead even further innovation and further opportunities, both on the print, as well as even as, importantly, the digital side.

We'll go next to William Bird with Lazard.

Gracia, on the all access plan, is your goal still 250,000 to 300,000 paying digital subs by year end? And I guess along with the same lines, what needs to happen to hit the target?

Yes. I think we ended the second quarter around the 65,000 level or so. We also have, obviously -- there's 11,000 subscribers that started as digital only that we fortunately were able to also participate in a home delivery as well. So they are no longer digital-only subscribers. I think there's -- as I alluded to in my remarks, there's a number of things, frankly, that we're working on in terms of enhancements, additional digital platforms and potentially a fairly exciting add to the consumer experience by blending some assets that Gannett is uniquely positioned to do. I can't say more about that, but that's something, as I alluded to in my remarks, that we're going to be looking at very, very carefully over the next few months and expect to have some news on probably in the late fall. So while we are obviously continue to be very focused on new digital subscribers, really pleased with the beginnings of some of the new college programs that we're bringing on and expect to see more of that. We're total -- we're focused more on the totality of the effort. The other thing I'd say, Bill, because I think sometimes folks compare apple to oranges vis-à-vis our numbers, I think the New York Times has done just a fabulous job on their strategy and what they've done and they talk about 700,000 paying digital subscribers. And we've got a couple of metrics, and the one I think that is the most comparable to that several hundred thousand is the one that Victoria shared, which is that we have 1,300,000 all-access subscribers that have activated their digital part of their subscription that they're obviously paying. So the apples-to-apples number with the New York Times several hundred thousand, which is a phenomenal -- which is phenomenal, is 1.3 million for us. We then added that additional metric of simply brand new digital-only subs, an important additional metric, but we focus on the totality of it. We focus on that 1.3 million that have activated. And frankly, that's right on track with what we had planned, and we expect that number to continue to grow over the next few quarters.

And separately, you mentioned some successes with the Digital Marketing Services program. Could you give us a sense of what the approximate annual revenue run rate is?

I think that's obviously a work in progress. I don't want to be specific -- too specific about that at this point, other than to stay it is achieving the kind of growth rates that we all hoped for. I think the most important thing to focus there on is the fact that we are seeing even more demand than we thought we were going to see when we started that program or launched that initiative back in February of 2011, saw another 90% growth rate on the local side of our Digital Marketing Services business. So what I can tell you is that we are nicely on track if ahead of track of what we expect. I don't want to get into the quarterly focus on numbers because I think we have too much of that. Suffice it to say, we are well along on the path of growth. And with the addition of the Belo sites particularly, where there are literally millions of small and medium-sized businesses, this is an initiative that I believe, ultimately, will be the -- will be another stool on -- for the Gannett Company's revenue growth and revenue prospects.

We'll go next to Alexia Quadrani with JPMorgan. Alexia S. Quadrani - JP Morgan Chase & Co, Research Division: With your earlier comment, Gracia, on the strength of the USA TODAY on the national side, the print national side, was there any one category driving that or was it just really an improvement across-the-board? And then just maybe a general comment, if you have any, across your -- all your U.S. Publishing businesses, of anything you're seeing in terms of advertising trends in July.

Yes. On the category side at USA TODAY in the second quarter, it was nicely distributed across a lot of categories. But I would pull out mention of entertainment, which is now our largest category, up nicely; technology spend up dramatically; packaged goods, financial, travel, retail, pharmaceutical, so it was really a very broad mix of categories, which actually pleases us even more to see the breadth of the penetration across all of the categories. As to sort of the outlook for next quarter, as we mentioned on the broadcast side, we, unfortunately, have the comparison against the phenomenal results we had last year in Olympics and political. But we've got a nice uplift, obviously, on the retrans side, and core, as we mentioned, also is showing nice momentum. So setting aside a tough comparison, but I'll take that comparison every day of the year, broadcast is plugging along and performing very well. On U.S. Community Publishing, I think that what we're looking at is probably in line with what we saw in the first quarter -- excuse me, the second quarter. Newsquest, I think their top line results and bottom line results will be better in the third quarter, but they still have the drag on the currency side. As you know, the British pound has not performed with a lot of strength against the U.S. dollar over these -- and that will intensify again in the third quarter when we go up against a tougher currency rate. And then on the Digital side, CareerBuilder, looks like their strong performance will continue again in the third quarter despite a pretty anemic jobs environment. But I think that their new product innovation, some of the things that I mentioned, the communities, the niche sites that they're doing, are providing them with strong growth, plus continuing to take market share. So I'd say it's a mix of different businesses, but positive direction. Alexia S. Quadrani - JP Morgan Chase & Co, Research Division: And just one follow-up, Gracia, if I may. You have a lot of new and sort of positive changes going on right now at the company in the U.S. Do you find -- I guess being involved in the Publishing business in the U.K. is sort of core to your outlook. Anything [ph] -- if you could comment on that?

I think the management team at Newsquest has done just a terrific job, given, as Victoria mentioned, an even more difficult economic backdrop, although, I guess, the royal baby is causing retail sales to escalate today or potential royal baby. They've just done a terrific job in what is a much, much more difficult economic backdrop. So with any kind of improvement in the economy there and the initiatives that they have, they've hired a lot of additional Digital sales resources, we're seeing some traction as a result of that on the Digital side very nicely and as a result of the strong job that they always do on the expense side. Newsquest is a good business. We just need a little bit of help on the economy there to help us really realize the full potential of that business.

And we'll go next to Michael Kupinski with Noble Financial.

Just a follow-up on Alexia's questions on the Publishing side. I -- if you were to take out Newsquest [ph] -- the numbers, particularly the currency exchanges and so forth, would we still see the sequential decline in newspaper advertising from the first quarter? And if you can talk a little bit about -- obviously the economic picture has kind of brightened a little bit, I mean, particularly in real estate and so forth in some key markets. I was wondering if we are seeing any pushback in terms of advertising results of all [ph] -- maybe the all-access strategy or maybe circulation declines. If you could just talk about what you're hearing from advertisers on the Publishing side.

Let me take the first part of that question and, Victoria, jump in as appropriate. If I'm reading my numbers correctly, if you -- across all of Publishing, we saw a slight downtick from a comparisons standpoint in the second quarter. But if I exclude Newsquest, I just simply exclude Newsquest, so forget currency, forget everything, just excluding Newsquest, actually, we would have seen a sequential improvement in Publishing advertising quarter-to-quarter. So you've hit on a very good point. A combination of a tougher economy, as well as the currency lag, has really impacted the Newsquest side of the equation. But on the domestic side, we commit -- continue to make good progress.

And in part, that was driven by, obviously, the all-access content subscription model, all but offset the softness from the advertising standpoint. So excluding Newsquest, we would have been better than. And I think that's an important metric, and it shows the momentum we're getting out of all-access content subscription model, even as we've cycled through the first year.

We'll go next to Craig Huber with Huber Research Partners.

I have 3 quick housekeeping questions and a strategic question, Gracia. First, for your daily and Sunday U.S. local newspapers, what was the percent change for daily and Sunday circulation volume year-over-year in the quarter, please?

Yes. Off the top of my head, and, Victoria, correct me if I'm wrong, I think daily was down a little over 8% and Sunday was down about 3%?

Yes, a little bit over.

Little over there.

Yes.

Okay. And then secondly, what are you guys doing on the USA TODAY circulation pricing front?

Right at the moment, we're obviously looking at a lot of things. As I alluded to in my remarks, there are opportunities for us to provide some unique customer experiences, combining the content around the company. So that's something that we are looking at, but in the context of some other initiatives that we can probably talk more about later in the fall.

The newspaper cost side for newsprint, what was the percent change for newsprint pricing, as well as the volume change? And what's the overall cost change for newsprint for the whole company in the quarter, please?

We were down in terms of the -- well, the components are about 9% and about 6%, so about 15% overall. The usage being the greatest driver of that.

And then lastly, if I could. Given this Belo acquisition, transformational acquisition you guys announced, have you guys given much thought at the board level, so your management thought, to spinning off your Publishing at some point down the road?

I think most of the focus right at the moment is the successful integration of the terrific new acquisition, Belo Corp. That will take some time and energy and opportunity to realize the unique synergies that we bring to the table vis-à-vis that transaction. But at the same time, as we've said, we have a lot of flexibility in our balance sheet to do some other things, so we'll also focus on other opportunities. Gannett is committed to increasing shareholder value in the medium to long term. We always, at the board level, are looking every time we meet and in between meetings, we are looking at opportunities to increase shareholder value. We never rule anything out, but our focus right now is a transaction that has created a lot of value for the company and will create even more into the future. So we're focused on that in the short term, to have a successful integration.

If I could just sneak one more in, please. What was the percent change for auto advertising for TV in the quarter, please?

I think it was a...

I'll take that one, if you want, Craig. It was actually -- I've got it right here, I'm sorry. It was up about 8%.

We'll go next to Doug Arthur with Evercore.

Yes, Victoria, I think you started to answer this a couple of questions ago, but can you deconstruct the 6% increase in total circulation in the Publishing sector versus 11.4% for the local community paper? So if you -- can you fill in that gap? I assume most of that's Newsquest. And then I'm wondering, you -- on the Digital side, you've had 4 great quarters in a row on the margin side. You mentioned the higher cost for acquisitions and new products, the CareerBuilder. Can -- should we expect margins in Digital year-over-year now in the second half to be sort of flat to down?

Let me take the last question first while Victoria is looking at a couple of notes. On the Digital -- on CareerBuilder, as you may recall, traditionally, CareerBuilder spent a lot of their marketing and promotion dollars and -- particularly tied to the Super Bowl in the first quarter of the year. They did not participate in the Super Bowl this year, and in fact, I think their -- that their spending and promotional and marketing is going to be more staggered through the course of the year, which is different than it was last year and prior years. So -- but if you look at what -- if you combine the first and second quarters for CareerBuilder, what you would see is that their bottom line is up in the double digits and margins are very strong. So I think it's just a different factor that occurred between the first and second quarters, which is dramatically different. Now we'll also have promotional spending on a more consistent basis into the third and fourth quarters, unlike last year. But we expect that CareerBuilder will have a strong quarter in the third quarter again. But you sort of have to blend the first 2 quarters together to really get -- have a full picture, and that picture's a very good one.

Yes. I think the -- and just to further flesh out that point of view, some of the acquisitions that they've done, obviously, are compressing their margins right now because they haven't yet started to see the growth that they have expected by way of those acquisitions. Three of them actually impacted their expenses during this quarter as well. I think in terms of your previous question, the local domestic circ revenue being up about 11%. You were asking for the composition of the drivers relative to that?

Well, I'm trying to get -- I mean, you're saying 11.4% at local community papers, but it was 6% overall. So I'm assuming the logical gap is USA TODAY and Newsquest. And I'm just wondering if you can spell that out a little bit.

Yes. I think that's absolutely right, Doug. Let me just say on the USA TODAY circulation front, and then Victoria will chime in here, that as we mentioned with Hilton, we are managing the transition there. I mentioned the point where we are now -- obviously, as we look at the travel space and hotels, we absorbed the behaviors of consumers, and clearly, many more of them want to see USA TODAY on their iPad or their smartphone. And so we put together a Digital portal for Hilton for about 3,000 of their hotels called The Point. We have a number, I think I mentioned about 160,000 or so folks that are -- daily, who are looking at that site. And so we're managing down the print delivery on -- for instance, at a Hilton, as we transition to more focus on our digital delivery of news and information. So I think you'll see that the print will continue to decline, but we'll be continuing to pick that up. And we are paid for that, not as a circulation number but as a specific cost for the portal and the number of rooms that we serve, et cetera. So it's not a traditional circulation number that you will see there. But, Victoria, you have more detail.

And I think the -- to Gracia's point on that, we're actually -- as we're traversing some of those partnership programs, the circ number doesn't exactly belie the revenue and operating income benefit we're getting from the pricing from some of those programs. But in terms of the decomposition, the 6% total company-wide, as we mentioned, obviously, almost 11.5% up for USCP, down about 11% relative to the USA TODAY across the groups and down about 1.1% for Newsquest overall.

We'll go next to Jim Goss with Barrington Research.

A couple on the Broadcasting area, Gracia, do you -- I think you alluded to an attrition potential additional Broadcast properties. Did I read that correctly? And do you have somewhat of a parallel focus on integrating Belo and possibly also looking around at what else might be additive? And do you have certain limitations because of the 39% rule? I assume that's still intact because of your heavy focus on VHF network affiliates.

I think, Jim, what I was alluding to is the fact that, number one, we have, even with the Belo transaction, an incredibly strong balance sheet, and this just actually enhances our cash flow generation and actually strengthens our balance sheet. So we have a lot of flexibility. We are not just focused on Broadcast. We are focused on any opportunity that will provide us with higher-margin, higher-growth businesses at the right price. Obviously, always -- that's always a constraint. As to the 39% cap, we will be about -- on a reported basis, about 30% with the addition of Belo. But there's a difference between the way you count UHF versus VHF. So actually, for FCC rule purposes, Dave, we're about, what, 23% or 24%.

That's right, 23%, 24%.

So we have plenty of room if we were to see other opportunities on the Broadcast side, that would not be a gating factor. But I just want to be perfectly clear, we're looking at a variety of different opportunities, not all in the Broadcast arena, that fit the description of good businesses with high-margins and high-growth characteristics.

Okay, okay. Another area I want to talk about is that Aereo activity of Barry Diller. How do you view it as an operator, but not a network owner, in terms of impact on your business? Is it good for reach, but bad for retransmission discussions? It seems to be inserting itself into the CBS-Time Warner Cable discussions apparently for some -- from some reports.

Well, let me start and I know Dave will want to add. First of all, Aereo is a very, very, very small number of subscribers at this point, barely a blip on the screen, so we'll start with that. So its impact right now is obviously extraordinarily inconsequential. But what I would say is that as a content creator, we philosophically believe that content creators should be compensated for the use of their content. That's what retransmission revenues and fees are all about, us being fairly compensated for the content that we provide. And we're not directly involved, but clearly, on the West Coast, the trial courts of the area have taken quite a different picture of this and a different attitude and result than the New York courts have taken thus far. We believe that the courts are ultimately going to conclude that Aereo must compensate broadcasters before it can retransmit over-the-air broadcast programming to its subscribers. I mean, that's just a fundamental tenet of copyright laws and content and everything else. But, Dave, I don't know if you want to...

You said it well.

Okay. And finally, the moves of the Tribune, which have somewhat mirrored your move. How are you viewing that and -- either in terms of your broadcast strategy or as a partner in CareerBuilder, Classified Ventures?

Obviously, on the CareerBuilder side, we are the majority owner and have control of that partnership. We are good partners with Tribune and with McClatchy in that partnership. What Tribune decides it does or doesn't want to do with their stake, that's something that they will have to share with all of us. On Classified Ventures, obviously, there are a number of partners. All of us have -- when we first started, I think all of us had aligned interests going forward. I think some of that alignment perhaps has changed over the course of the years as different folks have gone in different directions with their business strategies. And that's something that we all have to look at and think about through the lens of what our business strategies are, and we'll see how that all plays out here.

We'll go last to Edward Atorino with Benchmark.

In the text, it shows a relatively small increase in Digital, was it 3% or something like that?

Yes.

And in the other part of the text, it shows an 18% increase. What am I missing?

Okay. In the 3%, that is purely the Digital segment, and the Digital segment really only has in it our interest -- 100% of CareerBuilder, although then we have to take out the part we don't own in the minority, the old -- what we used to call minority interest line at the bottom, it includes PointRoll, ShopLocal and a couple of other small businesses. When we refer to all Digital revenues company-wide, for instance, in Dave's Broadcast division, they generate a lot of local Digital revenues. In Bob Dickey's local Publishing markets, we generate a huge amount of Digital revenues; similarly with Newsquest; similarly with other businesses. So what we do is we then look at all of those Digital revenues across the company and combine them. And so that's the difference between the 2. One is segment, one is the total company all-digital revenues.

So some chunk of that Digital isn't doing too well. I mean, if one is up 18% and one is up 3%, something's going to be going down.

No. You're comparing apples -- but...

The Digital segment, on a standalone basis, obviously, has a much bigger base. So it doesn't -- it's not growing at nearly the -- at the double -- high double-digit teens as does some of the smaller businesses, which are able to grow much more quickly, as well as the overlay businesses that we sell digital into. So that has a much smaller base to grow from and, on a percentage basis, all in. USCP, when they're selling, for example, the all-content subscription model, it is generating a very fast growth rate on top of its base because it just launched a year ago. CareerBuilder is growing from a much larger base, but it has been in existence for quite a long time.

But a very nice growth rate as well.

Is the $186 million in the $374 million? Say operating revenues in Digital, $186 million...

Yes, yes, yes. One number is purely the Digital segment, those businesses that I mentioned, CareerBuilder, PointRoll, ShopLocal. The bigger $374 million number includes all of those businesses, plus Digital and Broadcast, so Digital Marketing Services, USA TODAY, local banner ads that are being sold in our local properties, et cetera. So the $186 million segment is a subset of that total $374 million. All right-y. Thanks very much for joining us. If you have any other questions, I know that Jeff Heinz would be delighted to take them. He can be reached at (703) 854-6917. Have a great day.

This does conclude today's conference. Thank you for your participation.