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
June 30, 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 Identification No.)
incorporation or organization)
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 June 30, 1996 was 140,909,088.
<PAGE>
PART I. FINANCIAL INFORMATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATIONS
SALE OF OUTDOOR ADVERTISING BUSINESS
On July 9, 1996, the Company announced that it had entered into
an agreement to sell substantially all of its Outdoor advertising
business to Outdoor Systems, Inc. The purchase price is expected to
be approximately $700 million in cash. The Company will record a
gain on this sale at closing, which is expected to occur in the
third quarter, following receipt of regulatory approvals. In
addition, Outdoor Systems, Inc. has an option to purchase the
Company's remaining outdoor business in Houston, TX for
approximately $10 million. Proceeds from these sales will be
used to repay existing commercial paper obligations.
OPERATING SUMMARY
Income from operations for the second quarter of 1996 rose $55.9
million or 23% reflecting in part earnings from Multimedia
properties acquired in December 1995. Earnings from broadcasting
rose sharply, up $34.7 million or 73%. Multimedia television
stations contributed to this growth along with significant
earnings gains from the Company's other stations as a group. The
Company's new cable business reported operating income of $10.8
million for the quarter.
Newspaper publishing earnings were down slightly for the quarter.
Incremental earnings from the Multimedia newspaper group were
offset by the effects of higher newsprint costs and a loss at The
Detroit News, where six unions have been on strike since July
1995.
Income from the Company's other businesses was $11.5 million
greater than a year ago, reflecting the results of the alarm
security and entertainment businesses acquired as part of the
Multimedia purchase.
Operating income for the first six months of 1996 rose $96.6
million or 24%.
NEWSPAPERS
Newspaper publishing revenues rose $52.8 million or 6% in the
second quarter of 1996 and $113.5 million or 7% for the year-to-date,
reflecting in part revenues reported by Multimedia
newspapers. Newspaper advertising revenue rose $37.8 million or
7% in the quarter and $78 million or 7% for the first six months.
The tables below provide, on a pro forma basis, further details
of newspaper ad revenue and linage and preprint distribution for
the second quarter and year-to-date periods of 1996 and 1995:
<PAGE>
Advertising revenue, in thousands of dollars (pro forma)
Second quarter 1996 1995 % Change
Local $207,171 $212,552 (3)
National 98,098 89,263 10
Classified 209,435 200,540 4
Total Run-of-Press 514,704 502,355 2
Preprint and
other advertising 90,276 95,699 (6)
Total ad revenue $604,980 $598,054 1
Advertising linage, in thousands of inches (pro forma)
Second quarter 1996 1995 % Change
Local 8,078 8,555 (6)
National 622 632 (2)
Classified 9,265 9,201 1
Total Run-of-Press
linage 17,965 18,388 (2)
Preprint distribution (000's) 1,549 1,648 (6)
Advertising revenue, in thousands of dollars (pro forma)
Year-to-date 1996 1995 % Change
Local $ 397,733 $ 406,599 (2)
National 188,605 170,098 11
Classified 402,304 387,302 4
Total Run-of-Press 988,642 963,999 3
Preprint and
other advertising 173,223 177,796 (3)
Total ad revenue $1,161,865 $1,141,795 2
Advertising linage, in thousands of inches (pro forma)
Year-to-date 1996 1995 % Change
Local 15,469 16,399 (6)
National 1,154 1,160 (1)
Classified 17,655 17,594 0
Total Run-of-Press
linage 34,278 35,153 (2)
Preprint distribution (000's) 2,977 3,098 (4)
In the pro forma presentation above, total advertising revenues
for the Company's newspapers rose 1% for the quarter and 2% for
the first six months. Local ad revenues declined for the quarter
and year-to-date periods due to the effects of the strike in
Detroit and because revenue from certain of the Company's larger
retail customers has been soft. National ad revenue rose 10% for
the quarter and 11% year-to-date, reflecting a 26% gain by USA
TODAY. Classified advertising, up 4% for the quarter and
year-to-date periods, reflects gains across the newspaper group
(except Detroit), with continued improvement in employment, auto
and real estate categories.
Reported newspaper circulation revenues rose 6% for the quarter
and 7% for the year-to-date. On a pro forma basis, circulation
revenues were up 2% for the quarter and 3% for the year-to-date.
Net paid daily circulation for the Company's local newspapers was
down 4% for the quarter and for the first six months, while
Sunday circulation declined 6% for the quarter and for the year-to-date.
The decline in local daily and Sunday circulation was
due principally to the effect of the strike in Detroit. USA
TODAY reported an average daily paid circulation of 2,113,881 in
the ABC Publisher's statement for the six months ended March 31,
1996, which, subject to audit, is a 3% increase over the
comparable period a year ago.
Operating costs in total for the newspaper segment rose $54.8
million or 9% for the quarter and $118.9 million or 10% for the
year-to-date, reflecting added costs from the Multimedia
newspapers. Higher newsprint prices continued to have a
significant effect on costs. In total, reported newsprint
expense rose 31% for the quarter and 40% for the year-to-date.
Consumption was slightly above 1995 levels for both the quarter
and the year-to-date periods, including added usage of Multimedia
newspapers. Pro forma consumption was down 3% for the quarter
and for the year-to-date. Newsprint prices have softened in
recent months and are expected to decline further in coming
months. However, because of the carryover effect of price
increases over the last year, newsprint expense comparisons with
1995 are likely to be adversely affected at least through the
third quarter of 1996.
Newspaper operating income declined $2 million or 1% for the
quarter and $5.4 million or 2% for the first six months,
reflecting higher newsprint costs and the impact of the strike in
Detroit.
BROADCASTING
Broadcast revenues increased $55.4 million or 46% for the second
quarter and $100.1 million or 46% for the first six months, while
operating costs were up $20.7 million or 28% for the quarter and
$41.6 million or 29% for the year-to-date. Results for the 1996
quarter and year-to-date periods include the Multimedia
television and radio stations. On a pro forma basis, broadcast
revenues increased 8% for the quarter and year-to-date,
reflecting strong demand for television advertising.
Pro forma local television ad revenues grew 11% for the quarter
and for the year-to-date, while national revenues increased 9%
for the quarter and 10% for the first six months. Pro forma radio
revenues were down slightly for the quarter and for the first six
months.
Operating income rose $34.7 million or 73% for the quarter and
$58.5 million or 80% 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 six months of 1996. Operating income from
the radio group was also significantly higher for the quarter and
year-to-date periods.
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 second quarter
of 1996 and $95.2 million for the first six months. On a pro
forma basis, cable revenues increased 10% for the quarter and 11%
for the year-to-date. Basic subscribers totaled approximately
458,000 at the end of the quarter, equal to 61% of homes passed.
Pay subscribers totaled approximately 335,000 at June 30, 1996.
Operating income from cable totaled $10.8 million for the quarter
and $21.7 million for the year-to-date, and operating cash flow
was $24.1 million for the quarter and $48.1 million for the first
six months.
OTHER BUSINESSES
The principal businesses included in this segment are outdoor
advertising, and the television entertainment programming and
alarm security businesses acquired in the Multimedia purchase.
Earnings from outdoor advertising were higher for the quarter and
the year-to-date. As mentioned earlier, the Company reached an
agreement to sell its outdoor advertising business.
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, competition in the entertainment business continues to
adversely affect its earnings.
NON-OPERATING INCOME AND EXPENSE
Interest expense rose $27.5 million or 253% for the quarter and
$55.3 million or 245% for the year-to-date, reflecting interest
on commercial paper borrowings to finance the Multimedia
acquisition in December, 1995.
PROVISION FOR INCOME TAXES
The Company's effective income tax rate was 43% for the quarter
and for the year-to-date. The increase in the effective rate for
1996 is attributable to amortization of non-deductible intangible
assets recorded in connection with the Multimedia acquisition.
NET INCOME
Net income rose $10.6 million or 8% for the quarter and $13.7
million or 6% for the first six months. Net income per share
rose to $1.07 from $1.00 for the quarter, an increase of 7%. For
the year-to-date, net income per share increased 6% to $1.70 from
$1.61 in 1995. The weighted average number of shares outstanding
totaled 140,845,000 for the second quarter of 1996, compared to
140,117,000 for the second quarter of 1995. Average shares
outstanding for the year-to-date totaled 140,763,000 for 1996 and
140,065,000 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 $329
million for the first half of 1996, compared with $271 million a
year ago. The increase is due principally to operating cash flow
from Multimedia properties acquired in December. Principal uses
of cash flow in 1996 were capital expenditures, reduction of debt
and dividends.
Capital expenditures for the year-to-date totaled $107 million in
1996, compared to $64 million in 1995. The increase reflects
capital spending for the newly acquired Multimedia businesses,
particularly cable and alarm security.
The Company's long-term debt was reduced by $150 million from
operating cash flow in the first half of 1996. The Company's
regular quarterly dividend of $0.35 per share was declared in the
first and second quarter and totaled $98.6 million.
<PAGE>
<TABLE>
CONSOLIDATED BALANCE SHEETS
Unaudited, in thousands of dollars
<CAPTION>
June 30, 1996 Dec. 31, 1995
------------- ------------
<S> <C> <C>
ASSETS
Cash $ 33,314 $ 46,962
Marketable securities 11 23
Trade receivables, less allowance
(1996 - $21,946; 1995 - $22,182) 569,604 587,896
Other receivables 44,957 33,663
Inventories 105,957 111,653
Prepaid expenses 68,998 73,887
----------- ------------
Total current assets 822,841 854,084
----------- ------------
Property, plant and equipment:
Cost 3,651,103 3,559,666
Less accumulated depreciation (1,584,598) (1,488,979)
----------- ------------
Net property, plant and equipment 2,066,505 2,070,687
----------- ------------
Intangible and other assets:
Excess of acquisition cost over
the value of assets acquired,
less amortization
(1996 - $564,439; 1995 - $491,743) 3,337,512 3,386,600
Investments and other assets 210,622 192,429
----------- ------------
Total intangible and other assets 3,548,134 3,579,029
----------- ------------
Total assets $ 6,437,480 $ 6,503,800
=========== ============
<PAGE>
LIABILITIES & SHAREHOLDERS' EQUITY
Current maturities of long-term debt $ 281 $ 90,751
Accounts payable and current portion of
film contracts payable 212,430 279,594
Compensation, interest and other
accruals 237,967 276,295
Dividend payable 50,781 49,208
Income taxes 57,034 15,071
Deferred income 105,622 101,853
----------- ------------
Total current liabilities 664,115 812,772
----------- ------------
Deferred income taxes 319,120 327,916
Long-term debt, less current portion 2,703,891 2,767,880
Postretirement medical and life
insurance liabilities 307,729 305,700
Other long-term liabilities 140,521 143,884
----------- ------------
Total liabilities 4,135,376 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 77,253 76,811
Retained earnings 3,064,556 2,923,752
Foreign currency translation adjustment (12,245) (12,258)
----------- ------------
Total 3,291,774 3,150,515
----------- ------------
Less treasury stock - 21,301,278 shares
and 21,645,721 shares
respectively, at cost (959,417) (973,272)
Deferred compensation related to ESOP (30,253) (31,595)
----------- ------------
Total shareholders' equity 2,302,104 2,145,648
----------- ------------
Total liabilities and
shareholders' equity $ 6,437,480 $ 6,503,800
=========== ============
</TABLE>
<PAGE>
<TABLE>
CONSOLIDATED STATEMENTS OF INCOME
Unaudited, in thousands of dollars (except per share amounts)
<CAPTION>
Thirteen weeks ended % Inc Twenty-six weeks ended % Inc
June 30, 1996 June 25, 1995 (Dec) June 30, 1996 June 25, 1995 (Dec)
<S> <C> <C> <C> <C> <C> <C>
Net Operating Revenues:
Newspaper advertising $ 604,980 $ 567,134 6.7 $ 1,161,865 $ 1,083,876 7.2
Newspaper circulation 227,260 214,045 6.2 456,677 426,009 7.2
Broadcasting 176,306 120,880 45.9 317,994 217,863 46.0
Cable 48,038 0.0 95,246 0.0
Other 152,076 111,862 35.9 281,038 199,993 40.5
Total 1,208,660 1,013,921 19.2 2,312,820 1,927,741 20.0
Operating Expenses:
Cost of sales and operating
expenses, exclusive of
depreciation 640,491 542,372 18.1 1,281,700 1,076,594 19.1
Selling, general and
administrative expenses
exclusive of depreciation 188,617 174,806 7.9 376,245 346,583 8.6
Depreciation 53,058 38,983 36.1 106,193 78,242 35.7
Amortization of
intangible assets 24,243 11,361 113.4 48,520 22,756 113.2
Total 906,409 767,522 18.1 1,812,658 1,524,175 18.9
Operating income 302,251 246,399 22.7 500,162 403,566 23.9
Non-operating income (expense):
Interest expense (38,403) (10,878) 253.0 (77,931) (22,610) 244.7
Other (657) (1,198) (45.2) (2,240) (1,727) 29.7
Total (39,060) (12,076) 223.5 (80,171) (24,337) 229.4
Income before income taxes 263,191 234,323 12.3 419,991 379,229 10.7
Provision for income taxes 113,175 94,900 19.3 180,625 153,600 17.6
Net income $ 150,016 $ 139,423 7.6 $ 239,366 $ 225,629 6.1
Net income per share $1.07 $1.00 7.0 $1.70 $1.61 5.6
Dividends per share $0.35 $0.34 2.9 $0.70 $0.68 2.9
</TABLE>
<PAGE>
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Unaudited, in thousands of dollars
Twenty-six weeks ended
June 30, 1996 June 25, 1995
Cash flows from operating activities
Net income $239,366 $225,629
Adjustments to reconcile net income to
operating cash flows:
Depreciation 106,193 78,242
Amortization of intangibles 48,520 22,756
Deferred income taxes (8,796) (8,851)
Gain on sale of assets (405) (151)
Other, net (13,950) 29,821
Changes in other assets & liabilities,net (41,542) (76,734)
Net cash flow from operating activities 329,386 270,712
Cash flows from investing activities
Purchase of property, plant and equipment (106,642) (64,481)
Change in other investments (9,183) 0
Proceeds from sale of certain assets 4,720 1,782
Collection of long-term receivables 791 3,662
Net cash used by investing activities (110,314) (59,037)
Cash flows from financing activities
Payments of long-term debt (149,695) (153,095)
Dividends paid (96,990) (95,917)
Proceeds from issuance of common stock 13,864 5,671
Net cash used for financing activities (232,821) (243,341)
Effect of currency exchange rate change 89 192
Decrease in cash and
cash equivalents (13,660) (31,474)
Balance of cash and cash equivalents at
beginning of year 46,985 44,252
Balance of cash and cash equivalents at
end of second quarter $33,325 $12,778
<PAGE>
BUSINESS SEGMENT INFORMATION
Unaudited, in thousands of dollars
Thirteen weeks ended % Inc
June 30, 1996 June 25, 1995 (Dec)
Operating Revenues:
Newspaper publishing $ 869,035 $ 816,259 6.5
Broadcasting 176,306 120,880 45.9
Cable 48,038 0 0.0
Other businesses 115,281 76,782 50.1
Total $ 1,208,660 $ 1,013,921 19.2
Operating Income (net of
depreciation and amortization):
Newspaper publishing $ 203,111 $ 205,164 (1.0)
Broadcasting 82,109 47,366 73.4
Cable 10,814 0 0.0
Other businesses 22,803 11,297 101.9
Corporate (16,586) (17,428) 4.8
Total $ 302,251 $ 246,399 22.7
Depreciation and Amortization:
Newspaper publishing $ 40,438 $ 36,411 11.1
Broadcasting 10,320 7,006 47.3
Cable 13,297 0 0.0
Other businesses 10,690 4,510 137.0
Corporate 2,556 2,417 5.8
Total $ 77,301 $ 50,344 53.5
Operating Cash Flow:
Newspaper publishing $ 243,549 $ 241,575 0.8
Broadcasting 92,429 54,372 70.0
Cable 24,111 0 0.0
Other businesses 33,493 15,807 111.9
Corporate (14,030) (15,011) 6.5
Total $ 379,552 $ 296,743 27.9
<PAGE>
BUSINESS SEGMENT INFORMATION
Unaudited, in thousands of dollars
Twenty-six weeks ended % Inc
June 30, 1996 June 25, 1995 (Dec)
Operating Revenues:
Newspaper publishing $ 1,689,407 $ 1,575,895 7.2
Broadcasting 317,994 217,863 46.0
Cable 95,246 0 0.0
Other businesses 210,173 133,983 56.9
Total $ 2,312,820 $ 1,927,741 20.0
Operating Income (net of
depreciation and amortization):
Newspaper publishing $ 350,662 $ 356,020 (1.5)
Broadcasting 132,148 73,606 79.5
Cable 21,723 0 0.0
Other businesses 28,633 8,354 242.7
Corporate (33,004) (34,414) 4.1
Total $ 500,162 $ 403,566 23.9
Depreciation and Amortization:
Newspaper publishing $ 80,976 $ 72,861 11.1
Broadcasting 26,018 14,070 84.9
Cable 26,351 0 0.0
Other businesses 16,256 8,989 80.8
Corporate 5,112 5,078 0.7
Total $ 154,713 $ 100,998 53.2
Operating Cash Flow:
Newspaper publishing $ 431,638 $ 428,881 0.6
Broadcasting 158,166 87,676 80.4
Cable 48,074 0 0.0
Other businesses 44,889 17,343 158.8
Corporate (27,892) (29,336) 4.9
Total $ 654,875 $ 504,564 29.8
NOTES:
(1) For financial reporting purposes, at the end of 1995, the Company
established four separate segments: newspapers, broadcasting (television
and radio); cable television; and a segment for all other business operations.
Previously, the Company's operations were reported in three segments:
newspapers; broadcasting; and outdoor advertising. Upon the completion of
the Multimedia acquisition, the Company established a separate business
segment for the acquired cable television division. At the same time,
the Company elected to group its outdoor advertising business along with
the security alarm and entertainment businesses acquired from
Multimedia in its fourth "Other Businesses" reporting segment. Additionally,
certain businesses previously reported in the newspaper segment are now
reflected in the "Other Businesses" segment. Prior year segment
data has been restated to reflect this reporting change.
(2) Operating Cash Flow represents operating income for each of the Company's
business segments plus related depreciation and amortization expense.
<PAGE>
NOTE TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
June 30, 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 26 week periods ended June 30,
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.
<PAGE>
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Securityholders
(a) The Annual Meeting of
Shareholders of Gannett Co., Inc.
was held on May 7, 1996.
(b) The following directors were
elected at the meeting:
Meredith A. Brokaw John J. Curley
Peter B. Clark Josephine P. Louis
The following directors' term of office continued
after the meeting:
Andrew F. Brimmer Douglas H. McCorkindale
Rosalynn Carter Rollan D. Melton
Stuart T. K. Ho Thomas A. Reynolds
Drew Lewis Dolores D. Wharton
(c) (i) Four directors were
re-elected to the Board of
Directors. Tabulation of votes
for each of the nominees is as
follows:
For Withhold Authority
----------- ------------------
Meredith A. Brokaw 115,669,996 1,897,450
Peter B. Clark 115,868,522 1,698,925
John J. Curley 115,910,727 1,656,720
Josephine P. Louis 115,669,609 1,897,838
(ii) The proposal to elect Price Waterhouse as
the Company's independent auditors was approved.
Tabulation of votes for the proposal is as
follows:
For Against Abstain
----------- -------- -------
Election of Independent
Auditors 116,988,650 371,153 207,643
(iii) The proposal to amend certain provisions
of the Company's 1978 Executive Long-Term
Incentive Plan was approved. Tabulation of votes
for the proposal is as follows:
Broker
For Against Abstain Nonvote
---------- ---------- ------- ---------
Amendments to
1978 Plan 82,796,492 24,147,901 651,451 9,971,601
(iv) The proposal concerning preparation of a
report on tobacco and alcohol advertising was not
approved. Tabulation of votes for the proposal
is as follows:
Broker
For Against Abstain Nonvote
--------- ---------- --------- ----------
Report on Tobacco
and Alcohol
Advertising 4,787,475 94,411,813 7,393,791 10,974,365
(v) The proposal concerning declining alcohol
and tobacco advertising revenues was not
approved. Tabulation of votes for the proposal
is as follows:
Broker
For Against Abstain Nonvote
--------- ---------- --------- ----------
Decline Tobacco
and Alcohol
Revenues 2,603,168 98,287,600 5,702,311 10,974,367
(vi) The proposal by the International
Brotherhood of Teamsters General Fund concerning
an insider trading policy was not approved.
Tabulation of votes for the proposal is as
follows:
Broker
For Against Abstain Nonvote
--------- ---------- --------- ----------
Teamsters' Proposal
on Insider
Trading 5,148,940 96,496,227 4,947,912 10,974,367
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.
None.
<PAGE>
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: August 13, 1996 /s/Larry F. Miller
----------------------
Larry F. Miller
Senior Vice President/Financial
Planning and Controller
Dated: August 13, 1996 /s/Thomas L. Chapple
---------------------
Thomas L. Chapple
Senior Vice President, General
Counsel and Secretary
<PAGE>
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 the Co., Inc.'s Form 10-K for
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 the fiscal quarter ended
Banks named therein. June 26, 1994.
4-3 Amendment Number Two to Incorporated by reference
$1,500,000,000 Revolving to Exhibit 4-3 to Gannett
Credit Agreement among Co., Inc.'s Form 10-K for
Gannett Co., Inc. and the the fiscal year ended
Banks named therein. December 31, 1995.
4-4 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
Citibank, N.A., as the fiscal year ended
Trustee. December 29, 1985.
4-5 First Supplemental Incorporated by reference
Indenture dated as of to Exhibit 4 to Gannett
November 5, 1986 Co., Inc.'s Form 8-K filed
among Gannett Co., Inc., on November 9, 1986.
Citibank, N.A., as
Trustee, and Sovran Bank,
N.A., as Successor
Trustee.
4-6 Second Supplemental Incorporated by reference
Indenture dated as of to Exhibit 4 to Gannett
June 1, 1995 among Co., Inc's Form 8-K filed
Gannett Co., Inc., June 15, 1995
NationsBank, N.A., as
Trustee, and Crestar
Bank, as Trustee.
<PAGE>
Exhibit
Number Title or Description Location
4-7 Rights Plan. Incorporated by reference to
Exhibit 1 to Gannett Co., Inc.'s
Form 8-K filed on May 23, 1990.
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.
<TABLE>
Calculation of Earnings Per Share
in thousands (except per share amounts)
<CAPTION>
Thirteen weeks ended Twenty-six weeks ended
June 30, 1996 June 25, 1995 June 30, 1996 June 25, 1995
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Net Income $150,016 $139,423 $239,366 $225,629
========= ========= ========= =========
Weighted average
number of
common shares
outstanding 140,845 140,117 140,763 140,065
========= ========= ========= =========
Net income
per share $1.07 $1.00 $1.70 $1.61
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information
extracted from the consolidated balance sheets and
statements of income for Gannett Co., Inc. and is
qualified in its entirety by reference to such
financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-29-1996
<PERIOD-START> JAN-1-1996
<PERIOD-END> JUN-30-1996
<CASH> 33,314
<SECURITIES> 11
<RECEIVABLES> 591,550
<ALLOWANCES> 21,946
<INVENTORY> 105,957
<CURRENT-ASSETS> 822,841
<PP&E> 3,651,103
<DEPRECIATION> 1,584,598
<TOTAL-ASSETS> 6,437,480
<CURRENT-LIABILITIES> 664,115
<BONDS> 0
<COMMON> 162,210
0
0
<OTHER-SE> 2,139,894
<TOTAL-LIABILITY-AND-EQUITY> 6,437,480
<SALES> 2,312,820
<TOTAL-REVENUES> 2,312,820
<CGS> 1,281,700
<TOTAL-COSTS> 1,812,658
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 77,931
<INCOME-PRETAX> 419,991
<INCOME-TAX> 180,625
<INCOME-CONTINUING> 239,366
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 239,366
<EPS-PRIMARY> 1.70
<EPS-DILUTED> 0
</TABLE>
