SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
X Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended
September 29, 1996 or
_ Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from
_______ to _________
Commission file number 1-6961
GANNETT CO., INC.
(Exact name of registrant as specified in its charter)
Delaware 16-0442930
(state or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1100 Wilson Boulevard, Arlington, Virginia 22234
(Address of principal executive offices) (Zip Code)
(703) 284-6000
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year, if
changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
Yes X No __
The number of shares outstanding of the issuer's Common Stock,
Par Value $1.00, as of September 29, 1996, was 140,956,749.
PART I. FINANCIAL INFORMATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATIONS
SALE OF OUTDOOR ADVERTISING BUSINESS
On August 22, 1996, the Company completed the sale of its Outdoor
advertising business to Outdoor Systems, Inc. for a purchase
price of $713,000,000 in cash. The Company recorded an after-tax
gain of $294,580,000 or $2.09 per share on this sale. Operating
results for the third quarter and year-to-date exclude this gain
as well as earnings from the outdoor division for the period
leading up to the sale. The gain, along with Outdoor operating
results, are reported as a discontinued operation in the
Company's financial statements. Prior year results have been
reclassified to conform with the current year presentation.
EXCHANGE OF GANNETT RADIO STATIONS FOR WTSP-TV,
TAMPA
On September 26, 1996, the Company entered into an agreement with
Jacor Communications, Inc., to exchange the Company's radio stations
KIIS-AM/FM, Los Angeles; KSDO-AM/KKBH-FM, San Diego; and WDAE-AM/WUSA-FM,
Tampa, for WTSP-TV, the CBS television affiliate in Tampa. Closing is
expected to occur in the fourth quarter, as soon as regulatory approvals
are obtained.
OPERATING SUMMARY
Operating income for the third quarter of 1996 rose $80.8 million
or 51% from the year earlier quarter, reflecting in part earnings
from Multimedia properties acquired in December 1995. Earnings
from broadcasting rose sharply, up $37.6 million or 98%.
Multimedia television stations contributed to this growth along
with significant earnings gains from the Company's other stations
as a group. Strong demand for television advertising during the
Summer Olympics was a significant factor in the earnings
improvement. The Company's new cable business reported operating
income of $10.4 million for the quarter.
Newspaper publishing earnings rose $23.1 million or 17% from the
year earlier quarter. The improved earnings reflect the results
of Multimedia newspapers as well as higher earnings at USA Today,
fueled principally by the Olympics. A strike began at The
Detroit News on July 13, 1995. The level of losses from the
early months of the strike has declined, thus contributing to
overall earnings gains. Newspaper earnings gains were tempered
by higher newsprint prices and consumption.
Income from the Company's other businesses was $8.6 million,
reflecting the results of the alarm security and entertainment
businesses acquired with the Multimedia purchase.
Operating income for the first nine months of 1996 rose $174.7
million or 31%.
NEWSPAPERS
Reported newspaper publishing revenues rose $96.7 million or 13%
for the third quarter of 1996 and $210.2 million or 9% for the
year-to-date, reflecting in part revenues reported by Multimedia
newspapers. Newspaper advertising revenue rose $77 million or
15% for the quarter and $155 million or 10% for the first nine
months.
The tables below provide, on a pro forma basis, further details
of newspaper ad revenue and linage and preprint distribution for
the third quarter and year-to-date periods of 1996 and 1995:
Advertising revenue, in thousands of dollars (pro forma)
Third quarter 1996 1995 % Change
Local $193,516 $185,523 4
National 93,428 73,812 27
Classified 212,956 193,098 10
Total Run-of-Press 499,900 452,433 10
Preprint and
other advertising 85,254 83,916 2
Total ad revenue $585,154 $536,349 9
Advertising linage, in thousands of inches (pro forma)
Third quarter 1996 1995 % Change
Local 7,710 7,916 (3)
National 542 525 3
Classified 9,289 9,014 3
Total Run-of-Press
linage 17,541 17,455 0
Preprint distribution (000's) 1,476 1,450 2
Advertising revenue, in thousands of dollars (pro forma)
Year-to-date 1996 1995 % Change
Local $ 589,652 $ 590,706 0
National 281,997 243,878 16
Classified 615,260 580,401 6
Total Run-of-Press 1,486,909 1,414,985 5
Preprint and
other advertising 258,424 261,597 (1)
Total ad revenue $1,745,333 $1,676,582 4
Advertising linage, in thousands of inches (pro forma)
Year-to-date 1996 1995 % Change
Local 23,179 24,315 (5)
National 1,696 1,685 1
Classified 26,973 26,609 1
Total Run-of-Press
linage 51,848 52,609 (1)
Preprint distribution (000's) 4,453 4,548 (2)
In the pro forma presentation above, total advertising revenues
for the Company's newspapers rose 9% for the quarter and 4% for
the first nine months. Local ad revenues increased 4% for the
quarter and were even for the year-to-date. National ad revenue
rose 27% for the quarter and 16% year-to-date, reflecting strong
advertising revenue gains by USA Today. Classified advertising,
up 10% for the quarter and 6% year-to-date, reflects gains across
the newspaper group, with continued improvement in the
employment, auto and real estate categories. Ad revenues in all
categories were bolstered by improvement at The Detroit News.
Reported newspaper circulation revenues rose 9% for the quarter
and 8% for the year-to-date. On a pro forma basis, circulation
revenues were up 5% for the quarter and 3% for the year-to-date.
Net paid daily circulation for the Company's local newspapers was
down 2% for the quarter and 3% for the first nine months, while
Sunday circulation declined 4% for the quarter and 5% for the
year-to-date. The decline in local daily and Sunday circulation
was due in part to the effect of the strike in Detroit. USA
Today reported an average daily paid circulation of 2,130,847 in
the ABC Publisher's statement for the nine months ended September
29, 1996, which, subject to audit, is a 3% increase over the
comparable period a year ago.
Operating costs for the newspaper segment rose $73.6 million or
12% for the quarter and $192.4 million or 10% for the year-to-date,
reflecting added costs from the Multimedia newspapers.
Higher newsprint prices continued to have a negative effect on
cost comparisons. In total, reported newsprint expense rose 14%
for the quarter and 31% for the year-to-date. Consumption was
above 1995 levels for both the quarter and the year-to-date
periods, including added usage of Multimedia newspapers and
greater usage at The Detroit News and at USA Today. Pro forma
consumption was up 4% for the quarter and was even for the year-to-date.
Newsprint prices have softened in recent months and for
the fourth quarter of 1996 will be below prior-year levels.
Newspaper cost increases also reflect higher benefit costs,
goodwill amortization, and one-time costs associated with a new
labor agreement and changes in circulation operations in major
newspaper markets.
Reported newspaper operating income increased $23.1 million or
17% for the quarter and $17.8 million or 4% for the first nine
months.
BROADCASTING
Broadcast revenues increased $74 million or 71% for the third
quarter and $174.2 million or 54% for the first nine months,
while operating costs were up $36.5 million or 55% for the
quarter and $78.1 million or 37% for the year-to-date. Results
for the 1996 quarter and year-to-date periods include the
Multimedia television stations. On a pro forma basis, broadcast
revenues increased 25% for the quarter and 14% for the first nine
months, reflecting strong demand for television advertising,
particularly during the Summer Olympics.
Pro forma local television ad revenues grew 30% for the quarter
and 17% year-to-date, while national revenues increased 35% for
the quarter and 17% for the first nine months. Pro forma radio
revenues were up slightly for the quarter and for the first nine
months.
Broadcasting operating income rose $37.6 million or 98% for the
quarter and $96.1 million or 86% for the year-to-date, reflecting
earnings from the new Multimedia stations as well as improved
results from most of the Company's other television stations.
The Company's nine NBC affiliates reported substantial year-over-
year gains for the quarter and first nine months of 1996, driven
by the Olympics and generally strong ratings for the network's
programs. Pro forma operating income for the radio group was up
9% for the quarter and 15% for the first nine months of 1996.
In May, 1996, the Company sold two Macon, Ga., radio stations
which were acquired as part of the Multimedia purchase in
December, 1995. This transaction does not significantly affect
broadcast operating results comparisons for 1996.
CABLE
Cable television revenues were $48 million in the third quarter
of 1996 and $143.5 million for the first nine months. On a pro
forma basis, cable revenues increased 8% for the quarter and 10%
for the year-to-date. Basic subscribers totaled approximately
460,000 at the end of the quarter, equal to 61% of homes passed.
Pay subscribers totaled approximately 335,000 at September 30,
1996. Operating income from cable totaled $10.4 million for the
quarter and $32.1 million for the year-to-date, and operating
cash flow was $23.9 million for the quarter and $72 million for the first
nine months.
OTHER BUSINESSES
The principal businesses included in this segment are the
television entertainment programming and alarm security
businesses acquired in the Multimedia purchase.
The entertainment programming and alarm security businesses were
both profitable for the quarter and for the year-to-date. The
revenue and earnings for the alarm security business are growing;
however, revenue and earnings for the entertainment business have
been adversely affected by the cessation of the Donahue show and
by competition.
NON-OPERATING INCOME AND EXPENSE
Interest expense rose $25 million or 274% for the quarter and
$80.3 million or 253% for the year-to-date, reflecting interest
on commercial paper borrowings to finance the Multimedia
acquisition in December, 1995. Average rates were lower for both
the quarter and the year-to-date periods.
PROVISION FOR INCOME TAXES
The Company's effective income tax rate on earnings from
continuing operations was 43% for the quarter and for the year-to-date.
The increase in the effective rate from 40.5% in 1995
is attributable to amortization of non-deductible intangible
assets recorded in connection with the Multimedia acquisition.
INCOME FROM CONTINUING OPERATIONS AND NET INCOME
Income from continuing operations rose $25 million or 28% for the
third quarter and $37.2 million or 12% for the year-to-date.
Earnings per share from continuing operations rose to $.82 from
$.64 for the quarter, an increase of 28%, and were $2.47 for the
first nine months of 1996, an increase of 11% over 1995.
Net income including discontinued operations totaled $414.7
million for the quarter and $654 million for the first nine
months. Including discontinued operations, net income per share
was $2.94 for the quarter and $4.64 for the year-to-date.
Discontinued operations, including the after-tax gain on the sale
of Outdoor and the after-tax earnings of Outdoor for the months
leading up to the sale, totaled $299.3 million or $2.12 per share
for the quarter compared to $5.8 million or $.05 per share for
the year-earlier quarter. For the year-to-date, earnings from
discontinued operations totaled $305.8 million or $2.17 per share
compared to $10.7 million or $.08 per share in 1995.
The weighted average number of shares outstanding totaled
140,944,000 for the third quarter of 1996, compared to
140,181,000 for the third quarter of 1995. Average shares
outstanding for the year-to-date totaled 140,823,000 for 1996 and
140,103,000 for 1995. The increase in the number of shares
outstanding for the quarter and year-to-date periods is due
mainly to the exercise of stock options.
LIQUIDITY AND CAPITAL RESOURCES
Cash flow from operating activities as reported in the
accompanying Consolidated Statements of Cash Flow totaled $556
million for the first nine months of 1996, compared with $396
million a year ago. The increase is due principally to operating
cash flow from Multimedia properties acquired in December, 1995.
Principal uses of cash flow in 1996 were capital expenditures,
reduction of debt and dividends.
Capital expenditures for the year-to-date totaled $195.3 million
in 1996, compared to $106.4 million in 1995. The increase
reflects capital spending for the newly acquired Multimedia
businesses, particularly cable and alarm security, and the
purchase of land in Fairfax County, Va., for possible use as a
future site for corporate headquarters and perhaps other operations.
The Company's long-term debt was reduced by $928 million in the
first nine months of 1996 from the sale of the Outdoor advertising
business and from operating cash flow. The Company declared regular
quarterly dividends of $0.35 per share in the first and second
quarters of 1996 and $0.36 per share in the third quarter. Dividends
declared totaled $149.3 million.
CONSOLIDATED BALANCE SHEETS
Gannett Co., Inc. and Subsidiaries
Unaudited, in thousands of dollars
Sept. 29, 1996 Dec. 31, 1995
------------- -------------
ASSETS
Cash $ 49,162 $ 46,962
Marketable securities 3,414 23
Trade receivables, less allowance
(1996 - $19,549; 1995 - $22,182) 519,025 587,896
Other receivables 53,523 33,663
Inventories 82,675 111,653
Prepaid expenses 67,886 73,887
------------ ------------
Total current assets 775,685 854,084
------------ ------------
Property, plant and equipment:
Cost 3,395,197 3,559,666
Less accumulated depreciation (1,425,694) (1,488,979)
------------ ------------
Net property, plant and equipment 1,969,503 2,070,687
------------ ------------
Intangible and other assets:
Excess of acquisition cost over
the value of assets acquired, less amortization
(1996 - $580,562; 1995 - $491,743) 3,287,854 3,386,600
Investments and other assets 212,255 192,429
------------ ------------
Total intangible and other assets 3,500,109 3,579,029
------------ ------------
Total assets $ 6,245,297 $ 6,503,800
============ ============
LIABILITIES & SHAREHOLDERS' EQUITY
Current maturities of long-term debt $ 29 $ 90,751
Accounts payable and current portion of film
contracts payable 213,871 279,594
Compensation, interest and other accruals 285,424 276,295
Dividend payable 52,105 49,208
Income taxes 261,496 15,071
Deferred income 103,292 101,853
------------ ------------
Total current liabilities 916,217 812,772
------------ ------------
Deferred income taxes 293,764 327,916
Long-term debt, less current portion 1,930,863 2,767,880
Postretirement medical and life insurance liabilities 308,739 305,700
Other long-term liabilities 127,760 143,884
------------ ------------
Total liabilities 3,577,343 4,358,152
------------ ------------
Shareholders' Equity:
Preferred stock of $1 par value per share. Authorized
2,000,000 shares, issued - none
Common stock of $1 par value per share. Authorized
400,000,000, issued 162,210,366 shares 162,210 162,210
Additional paid-in capital 77,280 76,811
Retained earnings 3,415,971 2,923,752
Foreign currency translation adjustment 0 (12,258)
------------ ------------
Total 3,655,461 3,150,515
------------ ------------
Less treasury stock - 21,253,617 shares and
21,645,721 shares respectively, at cost (957,810) (973,272)
Deferred compensation related to ESOP (29,697) (31,595)
------------ ------------
Total shareholders' equity 2,667,954 2,145,648
------------ ------------
Total liabilities and shareholders' equity $ 6,245,297 $ 6,503,800
============ ============
CONSOLIDATED STATEMENTS OF INCOME
Gannett Co., Inc. and Subsidiaries
Unaudited, in thousands of dollars (except per share amounts)
Thirteen weeks ended % Inc
Sept. 29, 1996 Sept. 24, 1995 (Dec)
Net Operating Revenues:
Newspaper advertising $ 585,814 $ 508,821 15.1
Newspaper circulation 229,197 209,445 9.4
Broadcasting 178,879 104,787 70.7
Cable 48,237
Other 75,614 41,810 80.9
--------- ------- -----
Total 1,117,741 864,863 29.2
--------- ------- -----
Operating Expenses:
Cost of sales and operating expenses,
exclusive of depreciation 627,345 510,661 22.8
Selling, general and administrative
expenses, exclusive of depreciation 177,004 148,996 18.8
Depreciation 48,876 34,347 42.3
Amortization of intangible assets 24,040 11,168 115.3
--------- ------- -----
Total 877,265 705,172 24.4
--------- ------- -----
Operating income 240,476 159,691 50.6
--------- ------- -----
Non-operating income (expense):
Interest expense (34,111) (9,113) (274.3)
Other (3,917) 1,100 (456.1)
--------- ------- -----
Total (38,028) (8,013) (374.6)
--------- ------- -----
Income before income taxes 202,448 151,678 33.5
Provision for income taxes 87,100 61,400 41.9
--------- ------- -----
Income from continuing operations 115,348 90,278 27.8
Discontinued operations:
Income from outdoor operations, net of
taxes of $3,140 and $3,900 respectively 4,723 5,823 (18.9)
Gain on sale of outdoor, net of taxes of
$195,000 294,580
--------- ------- -----
Net income $ 414,651 $ 96,101 331.5
========= ======= =====
Earnings per share:
Earnings from continuing operations $0.82 $0.64 28.1
Earnings from discontinued operations:
Outdoor operations, net of tax $0.03 $0.05 (40.0)
Gain on sale of outdoor business,
net of tax $2.09
---- ---- -----
Net income per share $2.94 $0.69 326.1
==== ==== =====
Dividends per share $0.36 $0.35 2.9
==== ==== =====
(See note on page 2 of Consolidated Statements of Income)
CONSOLIDATED STATEMENTS OF INCOME
Gannett Co., Inc. and Subsidiaries
Unaudited, in thousands of dollars (except per share amounts)
Thirty-nine weeks ended % Inc
Sept. 29, 1996 Sept. 24, 1995 (Dec)
Net Operating Revenues:
Newspaper advertising $ 1,747,679 $ 1,592,697 9.7
Newspaper circulation 685,874 635,454 7.9
Broadcasting 496,873 322,650 54.0
Cable 143,483
Other 235,705 122,639 92.2
--------- --------- -----
Total 3,309,614 2,673,440 23.8
--------- --------- -----
Operating Expenses:
Cost of sales and operating expenses,
exclusive of depreciation 1,841,173 1,519,507 21.2
Selling, general and administrative
expenses, exclusive of depreciation 519,602 460,880 12.7
Depreciation 146,954 104,543 40.6
Amortization of intangible assets 72,172 33,536 115.2
--------- --------- -----
Total 2,579,901 2,118,466 21.8
--------- --------- -----
Operating income 729,713 554,974 31.5
--------- --------- -----
Non-operating income (expense):
Interest expense (112,042) (31,723) (253.2)
Other (6,157) (627) (882.0)
--------- --------- -----
Total (118,199) (32,350) (265.4)
--------- --------- -----
Income before income taxes 611,514 522,624 17.0
Provision for income taxes 263,325 211,600 24.4
--------- --------- -----
Income from continuing operations 348,189 311,024 11.9
Discontinued operations:
Income from outdoor operations, net of
taxes of $7,540 and $7,300, 11,248 10,706 5.1
respectively
Gain on sale of outdoor, net of taxes of
$195,000 294,580
--------- --------- -----
Net income $ 654,017 $ 321,730 103.3
========= ========= =====
Earnings per share:
Earnings from continuing operations $2.47 $2.22 11.3
Earnings from discontinued operations:
Outdoor operations, net of tax $0.08 $0.08 0.0
Gain on sale of outdoor business,
net of tax $2.09
---- ---- -----
Net income per share $4.64 $2.30 101.7
==== ==== =====
Dividends per share $1.06 $1.03 2.9
==== ==== =====
Note: The Company sold its Outdoor Advertising business in August, 1996
and for financial statement purposes for 1996 and all prior periods is
reporting Outdoor Advertising as a discontinued operation. Outdoor results
are therefore excluded from the operating results above and instead are
reflected separately as discontinued operations one-line, net of tax basis.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Gannett Co., Inc. and Subsidiaries
Unaudited, in thousands of dollars
Thirty-nine weeks ended
Sept. 29, 1996 Sept. 24, 1995
Cash flows from operating activities
Net income $ 654,017 $ 321,730
Adjustments to reconcile net income to
operating cash flows:
Discontinued operations (305,828) (10,706)
Depreciation 146,954 104,543
Amortization of intangibles 72,172 33,536
Deferred income taxes (13,351) (13,168)
Gain on sale of assets (574) (123)
Other, net 13,312 21,011
Changes in other assets &
liabilities, net (10,669) (60,824)
--------- ---------
Net cash flow from operating activities 556,033 395,999
--------- ---------
Cash flows from investing activities
Purchase of property, plant & equipment (195,322) (106,376)
Change in other investments (18,341) (2,320)
Proceeds from sale of certain assets 720,928 1,622
Collection of long-term receivables 1,205 4,711
--------- ---------
Net cash provided by (used for)
investing activities 508,470 (102,363)
--------- ---------
Cash flow from financing activities
Payments of long-term debt (927,739) (166,936)
Dividends paid (146,407) (142,915)
Cost of common shares repurchased (1,436)
Proceeds from issuance of common stock 16,906 7,227
--------- ---------
Net cash used for financing activities (1,058,676) (302,624)
--------- ---------
Effect of currency exchange rate change (236) 273
--------- ---------
Net increase (decrease) in cash and cash equivalents 5,591 (8,715)
Balance of cash & cash equivalents at
beginning of year 46,985 44,252
--------- ---------
Balance of cash and cash equivalents at
end of third quarter $ 52,576 $ 35,537
========= =========
BUSINESS SEGMENT INFORMATION
Gannett Co., Inc. and Subsidiaries
Unaudited, in thousands of dollars
Quarter ended % Inc
Sept. 29, 1996 Sept. 24, 1995 (Dec)
Operating Revenues:
Newspaper publishing $ 849,220 $ 752,527 12.8
Broadcasting 178,879 104,787 70.7
Cable 48,237
Other businesses 41,405 7,549 448.5
--------- --------- -----
Total $ 1,117,741 $ 864,863 29.2
========= ========= =====
Operating Income
(net of depreciation & amortization):
Newspaper publishing $ 159,732 $ 136,603 16.9
Broadcasting 76,116 38,513 97.6
Cable 10,410 -
Other businesses 8,625 (259) *
Corporate (14,407) (15,166) 5.0
--------- --------- -----
Total $ 240,476 $ 159,691 50.6
========= ========= =====
Depreciation and Amortization:
Newspaper publishing $ 40,013 $ 35,885 11.5
Broadcasting 12,886 6,991 84.3
Cable 13,532 -
Other businesses 4,018 284 *
Corporate 2,467 2,355 4.8
--------- --------- -----
Total $ 72,916 $ 45,515 60.2
========= ========= =====
Operating Cash Flow:
Newspaper publishing $ 199,745 $ 172,488 15.8
Broadcasting 89,002 45,504 95.6
Cable 23,942 -
Other businesses 12,643 25 *
Corporate (11,940) (12,811) 6.8
--------- --------- -----
Total $ 313,392 $ 205,206 52.7
========= ========= =====
(See notes on page 2 of business segment information)
BUSINESS SEGMENT INFORMATION
Gannett Co., Inc. and Subsidiaries
Unaudited, in thousands of dollars
Year-to-date % Inc
Sept. 29, 1996 Sept. 24, 1995 (Dec)
Operating Revenues:
Newspaper publishing $ 2,538,627 $ 2,328,422 9.0
Broadcasting 496,873 322,650 54.0
Cable 143,483 -
Other businesses 130,631 22,368 484.0
--------- --------- -----
Total $ 3,309,614 $ 2,673,440 23.8
========= ========= =====
Operating Income
net of depreciation and amortization):
Newspaper publishing $ 510,394 $ 492,623 3.6
Broadcasting 208,264 112,119 85.8
Cable 32,133 -
Other businesses 26,333 (188) *
Corporate (47,411) (49,580) 4.4
------- ------- ----
Total $ 729,713 $ 554,974 31.5
======= ======= ====
Depreciation and Amortization:
Newspaper publishing $ 120,989 $ 108,746 11.3
Broadcasting 38,904 21,061 84.7
Cable 39,883 -
Other businesses 11,771 839 *
Corporate 7,579 7,433 2.0
------- ------- ----
Total $ 219,126 $ 138,079 58.7
======= ======= ====
Operating Cash Flow:
Newspaper publishing $ 631,383 $ 601,369 5.0
Broadcasting 247,168 133,180 85.6
Cable 72,016 -
Other businesses 38,104 651 *
Corporate (39,832) (42,147) 5.5
------- ------- ----
Total $ 948,839 $ 693,053 36.9
======= ======= ====
NOTES:
(1) The Company sold its Outdoor Advertising business in August,
1996 and for financial statement purposes for 1996 and all prior periods is
reporting Outdoor Advertising as a discontinued operation. Outdoor results
are therefore excluded from the "Other businesses" segment reflected above.
(2) Operating Cash Flow represents operating income for each of the
Company's business segments plus related depreciation and amortization expense.
NOTE TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
September 29, 1996
1. Basis of Presentation
The accompanying unaudited consolidated condensed financial
statements have been prepared in accordance with the instructions
for Form 10-Q and, therefore, do not include all information and
footnotes which are normally included in Form 10-K and annual
report to shareholders. The financial statements covering the 13
and 39 week periods ended September 29, 1996, and the comparative
periods of 1995 reflect all adjustments which, in the opinion of the
Company, are necessary for a fair statement of results for the interim
periods.
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits.
See Exhibit Index for list of exhibits filed with this
report.
(b) Reports on Form 8-K.
(I) Current Report on Form 8-K dated July 10, 1996
in connection with the sale of the Company's
outdoor advertising business.
(ii) Current Report on Form 8-K dated August 22,
1996 in connection with the closing of the sale of
the Company's outdoor advertising business.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
GANNETT CO., INC.
Dated: November 13, 1996 /s/
----------------------------------------
Larry F. Miller
Senior Vice President/Financial
Planning and Controller
Dated: November 13, 1996 /s/
----------------------------------------
Thomas L. Chapple
Senior Vice President, General
Counsel and Secretary
EXHIBIT INDEX
Exhibit
Number Title or Description Location
4-1 $1,000,000,000 Revolving Incorporated by reference
Credit Agreement among to Exhibit 4-1 to Gannett
Gannett Co., Inc. and Co., Inc.'s Form 10-K for
the Banks named therein. the fiscal year ended
December 26, 1993.
4-2 Amendment Number One to Incorporated by reference
$1,000,000,000 Revolving to Exhibit 4-2 to Gannett
Credit Agreement among Co., Inc.'s Form 10-Q for
Gannett Co., Inc. and the fiscal quarter ended
the Banks named therein. June 26, 1994.
4-3 Amendment Number Two to Incorporated by reference
$1,500,000,000 Revolving to Gannett Co., Inc.'s
Credit Agreement among Form 10-K for the fiscal
Gannett Co., Inc. and year ended December 31,
the Banks named therein. 1995.
4-4 Amendment Number Three Attached.
to $3,000,000,000
Revolving Credit
Agreement among Gannett
Co., Inc. and the Banks
named therein, dated as
of August 20, 1996.
4-5 Indenture dated as of Incorporated by reference
March 1, 1983 between to Exhibit 4-2 to Gannett
Gannett Co., Inc. and Co., Inc's Form 10-K for the
Citibank, N.A., as fiscal year ended
Trustee. December 29, 1985.
4-6 First Supplemental Incorporated by reference
Indenture dated as of to Exhibit 4 to Gannett
November 5, 1986 among Co., Inc.'s Form 8-K filed
Gannett Co., Inc., on November 9, 1986.
Citibank, N.A., as
Trustee, and Sovran
Bank, N.A., as
Successor Trustee.
4-7 Second Supplemental Incorporated by reference
Indenture dated as of to Exhibit 4 to Gannett Co.,
June 1, 1995 among Inc.'s Form 8-K filed
Gannett Co., Inc., June 15, 1995
NationsBank, N.A., as
Trustee, and Crestar
Bank, as Trustee.
4-8 Rights Plan. Incorporated by reference
to Exhibit 1 to Gannett Co.,
Inc.'s Form 8-K filed on
May 23, 1990.
10-1 Amended and Restated Attached.
Gannett Co., Inc.
Deferred Compensation
Plan.
11 Statement re computation Attached.
of earnings per share.
27 Financial Data Schedule Attached.
Gannett Co., Inc., agrees to furnish to the Securities and Exchange
Commission, upon request, a copy of each agreement with respect to
long-term debt not filed herewith in reliance upon the exemption from
filing applicable to any series of debt which does not exceed 10% of the
total consolidated assets of the registrant.