Transcontinental Inc. (TSX:TCL.A)(TSX:TCL.B)(TSX:TCL.PR.D)



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(in millions of                                                             
 dollars, except per                                                        
 share data)             Q4-13    Q4-12        %     2013     2012        % 
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Revenues                 566.3    585.1     (3.2) 2,110.1  2,112.1     (0.1)
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Adjusted operating                                                          
 income before                                                              
 amortization                                                               
 (1)(Adjusted EBITDA)    112.6    123.8     (9.0)   349.1    357.6     (2.4)
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Adjusted operating                                                          
 income (1)(Adjusted                                                        
 EBIT)                    86.1     96.4    (10.7)   243.8    245.2     (0.6)
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Adjusted net income                                                         
 applicable to                                                              
 participating shares                                                       
 (1)                      58.2     61.9     (6.0)   157.2    149.4      5.2 
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Per share                 0.75     0.77     (2.6)    2.02     1.85      9.2 
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Net income (loss)                                                           
 applicable to                                                              
 participating shares    (92.2)   (51.9)       -    (14.5)  (183.3)       - 
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Per share                (1.19)   (0.65)       -    (0.19)   (2.27)       - 
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Note 1: Please refer to the table "Reconciliation of Non-IFRS financial
measures" in this press release.   


Highlights of Fiscal 2013



--  Adjusted net income applicable to participating shares grew 5.2%, from
    $149.4 million to $157.2 million; on a per share basis, it rose from
    $1.85 to $2.02. 
--  Excellent Printing Sector performance, including $30 million in realized
    synergies from the acquisition of Quad/Graphics Canada, Inc. in 2013 and
    $40 million since the acquisition in March 2012. 
--  Recorded an asset impairment charge (including goodwill) of $170 million
    mainly due to difficult market conditions in the Media Sector. 
--  Successfully launched in-store marketing printing services for Canadian
    retailers, which generated annualized revenues of $25 million in 2013. 
--  Received an amount of US$200 million from the renegotiation of an
    agreement with Hearst Corporation. 
--  Declared a special dividend of $1.00 per participating share, or
    approximately $78 million, in addition to the regular dividend. 
--  Maintained a solid financial position with a net indebtedness ratio of
    0.91x. 
--  Entered into a definitive agreement pursuant to which the Corporation
    will acquire all Quebec community newspapers and associated web
    properties from Sun Media Corporation, a subsidiary of Quebecor Media,
    for a total purchase price of $75 million, as well as an agreement with
    Quebecor Media for the printing of some of its magazines and direct
    marketing material. 



Transcontinental Inc.'s (TSX:TCL.A)(TSX:TCL.B)(TSX:TCL.PR.D) revenues for fiscal
2013 remained stable at $2.1 billion. This performance is mainly related to the
contribution from acquisitions, in particular the acquisition of Quad/Graphics
Canada, Inc., which was however offset by the end of the contract to print and
distribute Zellers flyers, a decrease in volume in our book and magazine
printing operations, a difficult advertising environment and the incentives
granted for the renewal of certain contracts in 2012. 


Adjusted operating income declined slightly, or 0.6%, from $245.2 million to
$243.8 million. This slight decrease is primarily due to the share-price
variance in fiscal 2013, compared to fiscal 2012 (a 62% rise in share price),
which increased the stock-based compensation expense, as well as the reasons
mentioned above. This decrease in adjusted operating income was partially
offset, however, by synergies derived from the acquisition of Quad/Graphics
Canada, Inc. and the optimization of our company-wide cost structure. Net income
applicable to participating shares improved from a loss of $183.3 million, or
$2.27 per share, to a loss of $14.5 million, or $0.19 per share. This
improvement is mainly due to unusual income tax adjustments of $115.2 million
recorded in 2012, including financial expenses, and to a lower asset impairment
charge in 2013. Adjusted net income applicable to participating shares grew
5.2%, from $149.4 million, or $1.85 per share, to $157.2 million, or $2.02 per
share.


"In fiscal 2013, considering the profound transformation that is ongoing in our
industry, we have delivered strong results that reflect the excellence of our
manufacturing know-how and our new product and service development efforts,"
said Francois Olivier, President and Chief Executive Officer. "I am especially
proud of the solid performance delivered by our Printing Sector which increased
its adjusted operating income by 12%, or $23 million, making 2013 a record year
for this operating segment. These results are due in large part to the
successful integration of Quad/Graphics Canada, Inc.'s operations into our print
network, which generated significant synergies and enabled greater optimization
of our platform. In addition, despite the ongoing challenge of a soft
advertising market, I would highlight that the launch of new digital media
products in 2013, as well as investments in non-advertising related businesses,
such as educational publishing, contributed to maintaining our revenues. 


As a result of our excellent financial position and our ability to generate
significant cash flows, we were able to both significantly reduce our debt and
pay a special dividend to our participating shareholders in addition to paying
the regular dividend. Our strong balance sheet gives us the financial
flexibility we need to strategically pursue our transformation in conjunction
with our employees, our communities, our shareholders and our customers."


Other Highlights for Fiscal 2013

Printing Sector

In fiscal year 2013, our Printing Sector recorded a significant increase in
adjusted operating income of 12%, or $23 million, to reach $223 million. The
integration of Quad/Graphics Canada, Inc.'s operations generated $30 million in
synergies in 2013 and $40 million since the acquisition in March 2012. During
fiscal 2013, we concluded several multi-year agreements valued at over $40
million per year, including an agreement with Safeway U.S. to print flyers at
our plant in Fremont, California; a five-year agreement to print the Calgary
Herald and the Vancouver Sun, both owned by Postmedia Network Inc.; and an
agreement with Shoppers Drug Mart/Pharmaprix for in-store marketing, a promising
new niche. 


Media Sector

Ted Markle was appointed President of the Media Sector. Following his
appointment, he revised the sector's organizational structure with the aim of
reducing costs and increasing return on investment. We formed a strategic
alliance with Zone3, further to which the latter will handle television
production for TC Media's brands and which also provides for the merger of all
our television production operations with those of Zone3. We successfully
launched Vero, an inspiring women magazine, and four TC Media flagship brands on
iPad: Coup de pouce, Canadian Living, ELLE Quebec and Elle Canada. We
successfully re-launched high-potential titles: Coup de pouce, Canadian Living
and Western Living. In order to diversify our operations by capturing non
advertising-related revenue streams, we acquired Groupe Modulo, a publisher of
French-language educational materials. We launched the TC Media Incubator, a
laboratory for the creation, development and incubation of new digital products.
In addition, we introduced AutoGo.com and JobGO.ca, two new and innovative media
platforms. In light of ongoing analysis in the Media Sector, we made the
difficult decision to close More and Vita, which were no longer achieving
expected results.


Financial Highlights

Fiscal 2013 was characterized by debt reduction, due to our significant cash
flows and the amount of US$200 million received from the renegotiation of an
agreement with Hearst Corporation. Our adjusted net indebtedness ratio improved
from 1.32x as at October 31, 2012 to 0.91x as at October 31, 2013. During fiscal
2013, TC Transcontinental continued a multi-pronged approach to capital
allocation. The Corporation focused on future growth by investing $74 million in
property, plant and equipment and intangible assets as well as $25 million in
strategic acquisitions. It also distributed cash to its shareholders through the
payment of quarterly dividends of $52 million to holders of participating and
preferred shares, the payment of a special dividend of $78 million to holders of
participating shares and the repurchase of participating shares for a total
amount of $12 million.


Asset Impairment

In the fiscal year ended October 31, 2013, the Corporation recorded an asset
impairment charge of $170 million, of which $160 million is related to goodwill,
mainly as a result of the difficult market conditions in the Media Sector that
continue to adversely affect the advertising revenues of certain business
groups. 


Fourth Quarter

TC Transcontinental's revenues for the fourth quarter declined from $585.1
million in 2012 to $566.3 million in 2013, mainly as a result of the difficult
market conditions that affected our magazine and book printing operations. This
decrease is also attributable to the soft advertising market that continued to
impact our Media Sector, mostly in local markets, and to the end of the contract
to print and distribute Zellers flyers after its store closures. The decrease
was partially offset by new contracts in the Printing Sector.


In the fourth quarter, adjusted operating income decreased by 10.7%, from $96.4
million to $86.1 million. The main reason for this decline is the share-price
variance in the fourth quarter of 2013, which increased the stock-based
compensation expense, as well as the favourable non-recurring items recorded in
the fourth quarter of 2012. The combined results of the two operating sectors
were relatively stable. The Printing Sector delivered an increase of 12%, or $7
million, in adjusted operating income as a result of synergies generated from
the integration of Quad/Graphics Canada, Inc.'s operations as well as a decrease
in our costs arising from the optimization of our platform. Adjusted operating
income in our Media Sector declined by 28%, or $9 million, during the fourth
quarter mostly due to the soft local advertising market. 


Net income applicable to participating shares decreased from a loss of $51.9
million, or $0.65 per share, to a loss of $92.2 million, or $1.19 per share,
mainly due to an increase in the asset impairment charge, partially offset by
the favourable effect of the write-down of tax assets recorded in the fourth
quarter of 2012. Adjusted net income applicable to participating shares was down
6.0%, from $61.9 million to $58.2 million, mostly as a result of the decrease in
our results explained above, partially offset by a decrease in income taxes and
financial expenses. On a per share basis, it declined from $0.77 to $0.75. 


For more detailed financial information, please see Management's Discussion and
Analysis for the fiscal year ended October 31, 2013 as well as the financial
statements in the "Investors" section of our website at www.tc.tc


Subsequent Event

Announcement of a definitive agreement to acquire all Quebec community
newspapers from Sun Media Corporation


On December 5th, 2013, the Corporation announced that it has entered into a
definitive agreement pursuant to which it will acquire all Quebec community
newspapers and associated web properties from Sun Media Corporation, a
subsidiary of Quebecor Media, for a total purchase price of $75 million. This
agreement has been approved by the Boards of Directors of both Transcontinental
Inc. and Quebecor Media Inc., and the transaction is subject to obtaining
regulatory clearances under the Canadian Competition Act.


Outlook

The Printing Sector generated synergies reaching approximately $40 million, as
expected at the time of the acquisition of Quad/Graphics Canada, Inc., and
should generate a few million dollars in additional synergies during fiscal
2014. In addition, since the start of fiscal 2013, we have signed new agreements
to print newspapers, flyers, and marketing products whose contribution should be
noted more significantly in fiscal 2014. We will continue to develop our
offering to retailers, more specifically with respect to in-store marketing, and
pursue our efforts to integrate other Canadian newspaper publishers into our
efficient printing network. However, these items should be offset by an
anticipated decrease in volume within our existing magazine and book printing
operations.


In the Media Sector, the difficult market conditions with respect to advertising
spending in our local and national markets are likely to persist. As a result,
we will continue to optimize our cost structure to limit the potential impact on
profit margins. Furthermore, we will keep on investing in the development of new
products and services, mostly digital and interactive. 


The new agreements announced with Quebecor Media Inc. for the printing of some
of its magazines and direct marketing materials should begin to progressively
have a positive impact as of February 2014. We also entered into a definitive
agreement with Sun Media Corporation, a subsidiary of Quebecor Media, subject to
regulatory approval, to acquire all of its Quebec community newspapers.
Following the closure of this transaction, we expect these items to have an
annualized impact of around $20 million on operating income before amortization.


We will continue to generate significant cash flows in the short-term, and our
excellent financial position should permit us to continue applying our
three-pronged capital management approach, which allows us to reduce our debt,
pay dividends and invest in our transformation focusing on our core
competencies, such as manufacturing. We will also keep on developing internal
projects and evaluating strategic acquisitions to maintain our position as
Canadian leader in marketing activation, while developing new niches to ensure
the long-term growth and profitability of the business.


Reconciliation of Non-IFRS Financial Measures

Financial data have been prepared in conformity with IFRS. However, certain
measures used in this press release do not have any standardized meaning under
IFRS and could be calculated differently by other companies. We believe that
many readers analyze our results based on certain non-IFRS financial measures
because such measures are normalized for evaluating the Corporation's operating
performance. Management uses such non-IFRS financial information to evaluate the
performance of its operations and managers. These measures should be considered
in addition to, not as a substitute for or superior to, measures of financial
performance prepared in accordance with IFRS. 


The following table reconciles IFRS financial measures to non-IFRS financial
measures.




                Reconciliation of Non-IFRS financial measures               
                                 (unaudited)                                
                                                                            
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                                   Three months ended   Years ended October 
                                           October 31                    31 
(in millions of dollars, except                                             
 per share amounts)                   2013       2012       2013       2012 
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Net income (loss) applicable to                                             
 participating shares            $   (92.2) $   (51.9) $   (14.5) $  (183.3)
Dividends on preferred shares          1.7        1.7        6.8        6.8 
Net loss (income) related to                                                
 discontinued operations (after                                             
 tax)                                    -        0.3          -        7.4 
Non-controlling interests              0.3        0.6        0.4        0.6 
Unusual adjustments to income                                               
 taxes                                   -       57.2          -       99.2 
Income tax expenses                    2.0        6.6       27.6       13.1 
Financial expenses related to                                               
 unusual adjustments to income                                              
 taxes                                   -          -          -       16.0 
Financial expenses                     5.7        7.8       25.5       30.5 
Gain on business acquisition             -       (0.4)         -      (32.1)
Impairment of assets                 165.3       51.2      170.0      232.0 
Restructuring and other costs          3.3       23.3       28.0       55.0 
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Adjusted operating income        $    86.1  $    96.4  $   243.8  $   245.2 
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Amortization                          26.5       27.4      105.3      112.4 
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Adjusted operating income                                                   
 before amortization             $   112.6  $   123.8  $   349.1  $   357.6 
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Net income (loss) applicable to                                             
 participating shares            $   (92.2) $   (51.9) $   (14.5) $  (183.3)
Net loss (income) from                                                      
 discontinued operations (after                                             
 tax)                                    -        0.3          -        7.4 
Unusual adjustments to income                                               
 taxes                                   -       57.2          -       99.2 
Net financial expenses related                                              
 to unusual adjustments to                                                  
 income taxes (after tax)                -          -          -       16.0 
Gain on business acquisition                                                
 (after tax)                             -       (0.4)         -      (32.1)
Impairment of assets (after                                                 
 tax)                                147.9       39.9      151.3      202.6 
Restructuring and other costs                                               
 (after tax)                           2.5       16.8       20.4       39.6 
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Adjusted net income applicable                                              
 to participating shares         $    58.2  $    61.9  $   157.2  $   149.4 
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Average number of participating                                             
 shares outstanding                   77.9       80.0       78.0       80.7 
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Adjusted net income applicable                                              
 to participating shares per                                                
 share                           $    0.75  $    0.77  $    2.02  $    1.85 
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                                                           As at      As at 
                                                         October    October 
                                                             31,        31, 
                                                            2013       2012 
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Long-term debt                                          $  128.9   $  204.1 
Current portion of long-term debt                          218.3      283.5 
Cash                                                       (30.3)     (16.8)
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Net indebtedness                                        $  316.9   $  470.8 
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Adjusted operating income before amortization (last 12                      
 months)                                                $  349.1   $  357.6 
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Net indebtedness ratio                                     0.91x      1.32x 
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Dividends

Dividend on Participating Shares

The Corporation's Board of Directors declared a quarterly dividend of $0.145 per
share on Class A Subordinate Voting Shares and Class B Shares. This dividend is
payable on January 20, 2014 to shareholders of record at the close of business
on January 3, 2014.


Dividend on Preferred Shares

The Board declared a quarterly dividend of $0.4253 per share on cumulative
5-year rate reset first preferred shares, series D. This dividend is payable on
January 15, 2014. On an annual basis, this represents a dividend of $1.6875 per
preferred share.


Additional Information 

Conference Call

Upon releasing its fiscal 2013 results, the Corporation will hold a conference
call for the financial community today at 4:15 p.m. The dial-in numbers are 514
940-2795 or 1 416 644-3418 or 1 800-814-4861 and the access code is 4651012.
Media may hear the call in listen-only mode or tune in to the simultaneous audio
broadcast on the Corporation's Web site, which will then be archived for 30
days. For media requests for information or interviews, please contact Nathalie
St-Jean, Senior Advisor, Corporate Communications of TC Transcontinental, at 514
954-3581.


Profile

Largest printer and leading provider of media and marketing activation solutions
in Canada, TC Transcontinental creates products and services that allow
businesses to attract, reach and retain their target customers. The Corporation
specializes in print and digital media, the production of magazines, newspapers,
books and custom content, mass and personalized marketing, interactive and
mobile applications, and door-to-door distribution.


Transcontinental Inc. (TSX:TCL.A)(TSX:TCL.B)(TSX:TCL.PR.D), including TC
Transcontinental, TC Media and TC Transcontinental Printing, has over 9,000
employees in Canada and the United States, and revenues of C$2.1 billion in
2013. Website www.tc.tc.


Forward-looking Statements

Our public communications often contain oral or written forward-looking
statements which are based on the expectations of management and inherently
subject to a certain number of risks and uncertainties, known and unknown. By
their very nature, forward-looking statements are derived from both general and
specific assumptions. The Corporation cautions against undue reliance on such
statements since actual results or events may differ materially from the
expectations expressed or implied in them. Forward-looking statements may
include observations concerning the Corporation's objectives, strategy,
anticipated financial results and business outlook. The Corporation's future
performance may also be affected by a number of factors, many of which are
beyond the Corporation's will or control. These factors include, but are not
limited to, the economic situation in the world and particularly in Canada and
the United States, structural changes in the industries in which the Corporation
operates, the exchange rate, availability of capital, energy costs, competition,
as well as the Corporation's capacity to engage in strategic transactions and
integrate acquisitions into its activities.  The main risks, uncertainties and
factors that could influence actual results are described in Management's
Discussion and Analysis (MD&A) for the fiscal year ended on October 31st, 2013
and in the latest Annual Information Form.


Unless otherwise indicated by the Corporation, forward-looking statements do not
take into account the potential impact of non-recurring or other unusual items,
nor of divestitures, business combinations, mergers or acquisitions which may be
announced after the date of December 5, 2013.


The forward-looking statements in this press release are made pursuant to the
"safe harbour" provisions of applicable Canadian securities legislation.


The forward-looking statements in this release are based on current expectations
and information available as at December 5, 2013. Such forward-looking
information may also be found in other documents filed with Canadian securities
regulators or in other communications. The Corporation's management disclaims
any intention or obligation to update or revise these statements unless
otherwise required by the securities authorities.




CONSOLIDATED STATEMENTS OF INCOME (LOSS)                                    
Years ended October 31, 2013 and 2012                                       
(in millions of Canadian dollars, except per share data)                    
                                                                            
                                                                            
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                                                           2013        2012 
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Revenues                                             $  2,110.1  $  2,112.1 
Operating expenses                                      1,761.0     1,754.5 
Restructuring and other costs                              28.0        55.0 
Impairment of assets                                      170.0       232.0 
Gain on business acquisition                                  -       (32.1)
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Operating income before amortization                      151.1       102.7 
Amortization                                              105.3       112.4 
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Operating income (loss)                                    45.8        (9.7)
Net financial expenses                                     25.5        46.5 
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Income (loss) before income taxes                          20.3       (56.2)
Income taxes                                               27.6       112.3 
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Net loss from continuing operations                        (7.3)     (168.5)
Net loss from discontinued operations                         -        (7.4)
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Net loss                                                   (7.3)     (175.9)
Non-controlling interests                                   0.4         0.6 
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Net loss attributable to shareholders of the                                
 Corporation                                               (7.7)     (176.5)
Dividends on preferred shares, net of related taxes         6.8         6.8 
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Net loss attributable to participating shares        $    (14.5) $   (183.3)
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Net loss per participating share - basic and                                
 diluted                                                                    
  Continuing operations                              $    (0.19) $    (2.18)
  Discontinued operations                                     -       (0.09)
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                                                     $    (0.19) $    (2.27)
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Weighted average number of participating shares -                           
 basic and diluted (in millions)                           78.0        80.7 
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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)                      
Years ended October 31, 2013 and 2012                                       
(in millions of Canadian dollars)                                           
                                                                            
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                                                           2013        2012 
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Net loss                                             $     (7.3) $   (175.9)
                                                                            
Other comprehensive income (loss)                                           
                                                                            
Items that will be reclassified to net income                               
 (loss):                                                                    
  Net change related to cash flow hedges                                    
    Net change in the fair value of derivatives                             
     designated as cash flow hedges                         2.8        (0.6)
    Reclassification of the net change in the fair                          
     value of derivatives designated as cash flow                           
     hedges in prior periods, recognized in net                             
     income (loss) during the period                       (2.8)        3.9 
    Related income taxes                                   (0.2)        0.9 
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                                                            0.2         2.4 
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  Cumulative translation differences                                        
    Unrealized exchange net gains on the                                    
     translation of the financial statements of                             
     foreign operations                                     1.0         0.7 
    Unrealized exchange losses on the translation                           
     of a debt designated as a hedge of a net                               
     investment in foreign operations                      (1.6)          - 
    Related income taxes                                   (0.2)          - 
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                                                           (0.4)        0.7 
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Items that will not be reclassified to net income                           
 (loss):                                                                    
  Changes in actuarial gains and losses in respect                          
   of defined benefit plans                                                 
    Actuarial gains (losses) in respect of defined                          
     benefit plans                                         85.2       (81.9)
    Related income taxes                                   22.7       (22.5)
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                                                           62.5       (59.4)
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Other comprehensive income (loss)                          62.3       (56.3)
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Comprehensive income (loss)                          $     55.0  $   (232.2)
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Attributable to:                                                            
  Shareholders of the Corporation                    $     54.6  $   (232.8)
  Non-controlling interests                                 0.4         0.6 
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                                                     $     55.0  $   (232.2)
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CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY                                
Years ended October 31, 2013 and 2012                                       
(in millions of Canadian dollars)                                           
                                                                            
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                            Attributable to shareholders of the Corporation 
                ----------------------------------------------------------- 
                                                      Accumulated           
                                                            other           
                    Share  Contributed    Retained  comprehensive           
                  capital      surplus    earnings           loss     Total 
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Balance as at                                                               
 November 1,                                                                
 2012          $    467.7 $        2.5 $     514.2 $        (84.4)$   900.0 
Net income                                                                  
 (loss)                 -            -        (7.7)             -      (7.7)
Other                                                                       
 comprehensive                                                              
 income                 -            -           -           62.3      62.3 
Shareholders'                                                               
 contributions                                                              
 and                                                                        
 distributions                                                              
 to                                                                         
 shareholders                                                               
 Participating                                                              
  share                                                                     
  redemptions        (6.4)           -        (5.2)             -     (11.6)
 Exercice of                                                                
  stock options       1.5         (0.3)          -              -       1.2 
 Dividends              -            -      (129.9)             -    (129.9)
 Stock-option                                                               
  based                                                                     
  compensation          -          0.7           -              -       0.7 
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Balance as at                                                               
 October 31,                                                                
 2013          $    462.8 $        2.9 $     371.4 $        (22.1)$   815.0 
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Balance as at                                                               
 November 1,                                                                
 2011          $    478.1 $        1.8 $     750.3 $        (28.1)$ 1,202.1 
Net income                                                                  
 (loss)                 -            -      (176.5)             -    (176.5)
Other                                                                       
 comprehensive                                                              
 loss                   -            -           -          (56.3)    (56.3)
Shareholders'                                                               
 contributions                                                              
 and                                                                        
 distributions                                                              
 to                                                                         
 shareholders                                                               
 Participating                                                              
  share                                                                     
  redemptions       (11.0)           -        (6.8)             -     (17.8)
 Exercise of                                                                
  stock options       0.6         (0.1)          -              -       0.5 
 Dividends              -            -       (52.8)             -     (52.8)
 Stock-option                                                               
  based                                                                     
  compensation          -          0.8           -              -       0.8 
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Balance as at                                                               
 October 31,                                                                
 2012          $    467.7 $        2.5 $     514.2 $        (84.4)$   900.0 
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                         Non-controlling                    
                               interests       Total equity 
------------------------------------------------------------
                                                            
Balance as at                                               
 November 1,                                                
 2012          $                     1.4 $            901.4 
Net income                                                  
 (loss)                              0.4               (7.3)
Other                                                       
 comprehensive                                              
 income                                -               62.3 
Shareholders'                                               
 contributions                                              
 and                                                        
 distributions                                              
 to                                                         
 shareholders                                               
 Participating                                              
  share                                                     
  redemptions                          -              (11.6)
 Exercice of                                                
  stock options                        -                1.2 
 Dividends                          (1.4)            (131.3)
 Stock-option                                               
  based                                                     
  compensation                         -                0.7 
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Balance as at                                               
 October 31,                                                
 2013          $                     0.4 $            815.4 
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Balance as at                                               
 November 1,                                                
 2011          $                     0.8 $          1,202.9 
Net income                                                  
 (loss)                              0.6             (175.9)
Other                                                       
 comprehensive                                              
 loss                                  -              (56.3)
Shareholders'                                               
 contributions                                              
 and                                                        
 distributions                                              
 to                                                         
 shareholders                                               
 Participating                                              
  share                                                     
  redemptions                          -              (17.8)
 Exercise of                                                
  stock options                        -                0.5 
 Dividends                             -              (52.8)
 Stock-option                                               
  based                                                     
  compensation                         -                0.8 
------------------------------------------------------------
Balance as at                                               
 October 31,                                                
 2012          $                     1.4 $            901.4 
------------------------------------------------------------
------------------------------------------------------------
                                                            
                                                            
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION                               
Years ended October 31, 2013 and 2012                                       
(in millions of Canadian dollars)                                           
                                                                            
----------------------------------------------------------------------------
                                                        As at         As at 
                                                  October 31,   October 31, 
                                                         2013          2012 
----------------------------------------------------------------------------
                                                                            
Current assets                                                              
  Cash                                           $       30.3  $       16.8 
  Accounts receivable                                   421.2         449.8 
  Income taxes receivable                                12.5          38.9 
  Inventories                                            82.0          82.5 
  Prepaid expenses and other current assets              14.1          14.7 
----------------------------------------------------------------------------
                                                        560.1         602.7 
                                                                            
Property, plant and equipment                           596.6         651.2 
Intangible assets                                       194.2         171.5 
Goodwill                                                325.7         487.0 
Deferred income taxes                                   148.0         192.6 
Other assets                                             34.7          31.2 
----------------------------------------------------------------------------
                                                 $    1,859.3  $    2,136.2 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                                                            
Current liabilities                                                         
  Accounts payable and accrued liabilities       $      275.8  $      336.8 
  Provisions                                             10.3          15.5 
  Income taxes payable                                    6.4          50.3 
  Deferred revenues and deposits                         61.1          39.3 
  Current portion of long-term debt                     218.3         283.5 
----------------------------------------------------------------------------
                                                        571.9         725.4 
                                                                            
Long-term debt                                          128.9         204.1 
Deferred income taxes                                    67.1          68.4 
Provisions                                               40.2          45.3 
Other liabilities                                       235.8         191.6 
----------------------------------------------------------------------------
                                                      1,043.9       1,234.8 
----------------------------------------------------------------------------
                                                                            
Equity                                                                      
  Share capital                                         462.8         467.7 
  Contributed surplus                                     2.9           2.5 
  Retained earnings                                     371.4         514.2 
  Accumulated other comprehensive loss                  (22.1)        (84.4)
----------------------------------------------------------------------------
  Attributable to shareholders of the                                       
   Corporation                                          815.0         900.0 
----------------------------------------------------------------------------
  Non-controlling interests                               0.4           1.4 
----------------------------------------------------------------------------
                                                        815.4         901.4 
----------------------------------------------------------------------------
                                                 $    1,859.3  $    2,136.2 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                                                            
                                                                            
CONSOLIDATED STATEMENTS OF CASH FLOWS                                       
Years ended October 31, 2013 and 2012                                       
(in millions of Canadian dollars)                                           
                                                                            
                                                                            
----------------------------------------------------------------------------
                                                            2013       2012 
----------------------------------------------------------------------------
                                                                            
Operating activities                                                        
  Net loss                                             $    (7.3) $  (175.9)
  Less: Net loss from discontinued operations                  -       (7.4)
----------------------------------------------------------------------------
Net loss from continuing operations                         (7.3)    (168.5)
                                                                            
Adjustments to reconcile net loss from continuing                           
 operations and cash flows from operating activities:                       
  Amortization                                             131.2      132.9 
  Impairment of assets                                     170.0      232.0 
  Gain on business acquisition                                 -      (32.1)
  Financial expenses on long-term debt                      20.1       27.0 
  Interest on tax reassessment                                 -       16.0 
  Net loss (gain) on disposal of assets                      0.2       (1.2)
  Income taxes                                              27.6      112.3 
  Stock-option based compensation                            0.7        0.8 
  Other                                                     (1.9)       1.6 
----------------------------------------------------------------------------
Cash flows generated by operating activities before                         
 changes in non-cash operating items and income tax                         
 paid                                                      340.6      320.8 
Changes in non-cash operating items                         88.2      (43.8)
Income tax paid                                            (12.6)     (48.0)
----------------------------------------------------------------------------
Cash flows from continuing operations                      416.2      229.0 
----------------------------------------------------------------------------
Cash flows from discontinued operations                        -        0.9 
----------------------------------------------------------------------------
                                                           416.2      229.9 
----------------------------------------------------------------------------
                                                                            
Investing activities                                                        
  Business combinations                                    (24.5)     (60.4)
  Acquisitions of property, plant and equipment            (47.4)     (37.3)
  Disposals of property, plant and equipment                 5.1        3.6 
  Increase in intangible assets                            (26.8)     (22.0)
----------------------------------------------------------------------------
  Cash flows from investments in continuing                                 
   operations                                              (93.6)    (116.1)
----------------------------------------------------------------------------
  Cash flows from investments in discontinued                               
   operations                                                  -       10.0 
----------------------------------------------------------------------------
                                                           (93.6)    (106.1)
----------------------------------------------------------------------------
                                                                            
Financing activities                                                        
  Reimbursement of long-term debt                          (88.8)     (89.8)
  Net increase (decrease) in revolving term credit                          
   facility                                                (57.6)      11.4 
  Financial expenses on long-term debt                     (20.5)     (26.1)
  Interest on tax reassessment                                 -       (8.1)
  Dividends on participating shares                       (123.1)     (46.0)
  Dividends on preferred shares                             (6.8)      (6.8)
  Dividends on non-controlling interests                    (1.4)         - 
  Issuance of participating shares                           1.2        0.5 
  Participating share redemptions                          (12.1)     (17.3)
----------------------------------------------------------------------------
  Cash flows from the financing of continuing                               
   operations                                             (309.1)    (182.2)
----------------------------------------------------------------------------
                                                                            
Effect of exchange rate changes on cash denominated                         
 in foreign currencies                                         -        0.2 
----------------------------------------------------------------------------
                                                                            
Net change in cash                                          13.5      (58.2)
Cash at beginning of year                                   16.8       75.0 
----------------------------------------------------------------------------
Cash at end of year                                    $    30.3  $    16.8 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Non-cash investing and financing activities                                 
  Net change in capital asset acquisitions financed                         
   by accounts payable                                 $    (3.8) $     2.7 
----------------------------------------------------------------------------
----------------------------------------------------------------------------



FOR FURTHER INFORMATION PLEASE CONTACT: 
Media: Nathalie St-Jean
Senior Advisor, Corporate Communications
TC Transcontinental
Telephone : 514 954-3581
nathalie.st-jean@tc.tc
www.tc.tc


Financial Community: Jennifer F. McCaughey
Senior Director, Investor Relations
and External Corporate Communications
TC Transcontinental
Telephone : 514 954-2821
jennifer.mccaughey@tc.tc / www.tc.tc

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