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.
<TABLE> CONSOLIDATED BALANCE SHEETS Gannett Co., Inc. and Subsidiaries Unaudited, in thousands of dollars <CAPTION> Sept. 29, 1996 Dec. 31, 1995 ------------- ------------- <S> <C> <C> 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 ============ ============ </TABLE>
<TABLE> CONSOLIDATED STATEMENTS OF INCOME Gannett Co., Inc. and Subsidiaries Unaudited, in thousands of dollars (except per share amounts) <CAPTION> Thirteen weeks ended % Inc Sept. 29, 1996 Sept. 24, 1995 (Dec) <S> <C> <C> <C> 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) </TABLE>
<TABLE> CONSOLIDATED STATEMENTS OF INCOME Gannett Co., Inc. and Subsidiaries Unaudited, in thousands of dollars (except per share amounts) <CAPTION> Thirty-nine weeks ended % Inc Sept. 29, 1996 Sept. 24, 1995 (Dec) <S> <C> <C> <C> 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. </TABLE>
<TABLE> CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS Gannett Co., Inc. and Subsidiaries Unaudited, in thousands of dollars <CAPTION> Thirty-nine weeks ended Sept. 29, 1996 Sept. 24, 1995 <S> <C> <C> 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 ========= ========= </TABLE>
<TABLE> BUSINESS SEGMENT INFORMATION Gannett Co., Inc. and Subsidiaries Unaudited, in thousands of dollars <CAPTION> Quarter ended % Inc Sept. 29, 1996 Sept. 24, 1995 (Dec) <S> <C> <C> <C> 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) </TABLE>
<TABLE> BUSINESS SEGMENT INFORMATION Gannett Co., Inc. and Subsidiaries Unaudited, in thousands of dollars <CAPTION> Year-to-date % Inc Sept. 29, 1996 Sept. 24, 1995 (Dec) <S> <C> <C> <C> 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. </TABLE>
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.