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
March 29, 1998 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 March 29, 1998, was 284,429,699.
PART I. FINANCIAL INFORMATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATIONS
EARNINGS SUMMARY
Operating income for the first quarter of 1998 rose $27.4 million
or 11%. Non-operating income for the quarter included a net pre-
tax gain of $306.5 million ($183.6 million after tax) primarily
from the disposition of the Company's five remaining radio
stations and its alarm security business. Net income excluding
the gain rose $24.2 million or 18% for the quarter.
A presentation of earnings excluding the net non-operating gain
follows.
Earnings Summary Excluding
1998 Net Non-operating Gain
Quarter ended % Inc
Mar. 29, 1998 Mar 30, 1997 (Dec)
Operating income $ 288,243 $ 260,820 10.5
------------- ------------ -----
Non-operating income
(expense):
Interest expense (23,229) (25,618) (9.3)
Other 829 (5,088) ---
------------- ------------ -----
Total (22,400) (30,706) (27.1)
------------- ------------ -----
Income before income taxes 265,843 230,114 15.5
Provision for income taxes 106,600 95,050 12.2
------------- ------------ -----
Net income $ 159,243 $ 135,064 17.9
============= ============ =====
Net income per share-basic $0.56 $0.48 16.7
===== ===== ====
Net income per share-diluted $0.56 $0.48 16.7
===== ===== ====
Newspaper publishing earnings were up $18.7 million or 9% for the
quarter reflecting stronger advertising demand at the Company's
local newspapers and a favorable comparison year to year at The
Detroit News.
Broadcasting earnings were up $8.6 million or 15% reflecting
strong demand for TV advertising and improved results at most of
the Company's television stations. Operating income for the
Company's cable and security businesses rose $.6 million or 4% for
the quarter.
NEWSPAPERS
Reported newspaper publishing revenues rose $110.6 million or 13%
in the first quarter of 1998, which included a $76.4 million or
13% gain in advertising revenues. This revenue increase includes
the impact of newspaper publishing acquisitions in 1997.
The tables below provide, on a pro forma basis, details of
newspaper ad revenue and linage and preprint distribution for the
first quarter of 1998 and 1997:
Advertising revenue, in thousands of dollars (pro forma)
First Quarter 1998 1997 % Change
- ------------- ---- ---- --------
Local $206,882 $204,129 1
National 116,345 109,225 7
Classified 247,126 224,006 10
------- ------- --
Total Run-of-Press 570,353 537,360 6
Preprint and
other advertising 99,189 90,969 9
------- ------- --
Total ad revenue $669,542 $628,329 7
======== ======== ==
Advertising linage, in thousands of inches (pro forma)
First Quarter 1998 1997 % Change
- ------------- ---- ---- --------
Local 7,859 7,786 1
National 668 667 --
Classified 9,762 8,917 9
------ ------ --
Total Run-of-Press
linage 18,289 17,370 5
====== ====== ==
Preprint distribution 1,677 1,549 8
====== ====== ==
Pro forma advertising revenues for the Company's newspapers rose
7% for the quarter. Local ad revenues and volume increased 1%,
national ad revenues rose 7% with linage unchanged, and classified
ad revenues increased 10% on a volume increase of 9%. Most of the
Company's newspapers, including The Detroit News, recorded solid
gains in revenues and volume. Classified gains were strongest in
the employment and real estate categories.
Reported newspaper circulation revenues rose 9% for the quarter.
Net paid daily circulation for the Company's local newspapers was
up 1%, while Sunday circulation was unchanged. USA TODAY reported
an average daily paid circulation of 2,226,443 in the ABC
Publisher's statement for the 26 weeks ended March 29, 1998, a 3%
increase over the comparable period a year ago.
Operating costs for the newspaper segment increased $91.8 million
or 14% for the quarter due to higher newsprint prices and
consumption. In total, newsprint expense increased 26% for the
quarter. Newsprint consumption rose 12%, including consumption by
recently acquired businesses. Newsprint prices in the second
quarter of 1998 will continue to be higher compared to 1997.
Newspaper operating income increased $18.7 million or 9% for the
quarter reflecting strong advertising gains throughout the group,
a favorable comparison year to year at The Detroit News and the
impact of the October 1997 acquisition of New Jersey Press, Inc.
In early fiscal 1998, the Company sold its newspaper in St.
Thomas, Virgin Islands, and contributed its newspaper in Saratoga
Springs, New York, to the Gannett Foundation.
BROADCASTING
Early in the first quarter, the Company sold its five remaining
radio stations, WGCI-AM/FM in Chicago, KHKS-FM in Dallas and KKBQ-
AM/FM in Houston, and purchased two television stations, WCSH-TV
(NBC) in Portland, Maine, and WLBZ-TV (NBC) in Bangor, Maine. For
the first quarter of 1998, therefore, the Company's broadcasting
operations reflect results of its 20 television stations.
Reported broadcast revenues increased $10.1 million or 7% for the
first quarter, while operating costs were up $1.5 million or 2%.
Pro forma local and national television ad revenues both increased
12% for the quarter.
Reported broadcast operating income rose $8.6 million or 15% for
the quarter. Continued strong growth in demand for TV advertising
resulted in stronger earnings at most of the Company's television
stations. The television group also benefitted from advertising
related to the broadcast of the Super Bowl on its NBC-affiliated
stations and advertising demand during the Winter Olympics at its
CBS stations.
In April 1998, the Company purchased WLTX-TV (CBS) in Columbia,
South Carolina. With the completion of this transaction, Gannett
Broadcasting consists of 21 television stations reaching 16.6
percent of U.S. television homes. The television station
acquisitions in Maine did not materially affect results of
operations for the first quarter, and the acquisition of the South
Carolina station will not materially affect results of operations
for the second quarter.
CABLE AND SECURITY
Cable television and alarm security operating revenues rose $2.5
million or 4% while operating expenses rose $2.0 million or 4% for
the quarter. Operating income for this segment rose $.6 million
or 4%.
In early March 1998, the Company sold its alarm security business,
which affects operating results comparisons. Excluding the alarm
security business, cable revenues rose $4.8 million or 9% for the
quarter, and cable operating expenses rose $3.4 million or 9% for
the quarter. Operating income from cable rose $1.4 million or 12%
for the quarter.
The number of basic cable subscribers at quarter end increased 3%
and the number of pay subscribers increased 5%.
In December 1997, the Company announced an agreement to acquire
cable systems in Kansas from Tele-Communications, Inc., in
exchange for the Company's cable systems in suburban Chicago.
This transaction is subject to regulatory approval and is expected
to close in the third quarter.
NON-OPERATING INCOME AND EXPENSE
Interest expense decreased $2.4 million or 9% for the quarter
reflecting the pay-down of long-term debt from operating cash flow
and proceeds from the sale of certain businesses.
Non-operating income in the first quarter included a net pre-tax
gain of $306.5 million ($183.6 million after tax) as discussed in
the Earnings Summary above.
PROVISION FOR INCOME TAXES
The Company's effective income tax rate was 40.1% for the quarter
versus 41.3% for the same quarter last year. The decrease in the
effective tax rate reflects the diminished impact of the
amortization of non-deductible intangible assets on expected
higher earnings in 1998.
NET INCOME
Net income, excluding the $183.6 million net non-operating after-
tax gain discussed above, rose $24.2 million or 18% for the
quarter. Basic and diluted earnings per share, excluding the net
non-operating gain, rose to $0.56 from $0.48, an increase of 17%.
Net income, including the net non-operating gain, was $342.9
million for the quarter. Basic earnings per share from net income
were $1.21, and diluted earnings per share from net income were $1.20.
The weighted average number of diluted shares outstanding totaled
286,874,000 for the first quarter of 1998, compared to 284,320,000
for the first quarter of 1997. The weighted average number of
basic shares outstanding totaled 284,215,000 in 1998 compared to
282,842,000 in 1997. The increase in the number of shares
outstanding for the quarter is due mainly to the issuance of
shares upon the exercise of stock options and the settlement of
stock incentive rights.
LIQUIDITY AND CAPITAL RESOURCES
The Company's consolidated operating cash flow (defined as
operating income plus depreciation and amortization of intangible
assets) as reported in the accompanying Business Segment
Information totaled $367.7 million for the first quarter of 1998,
compared with $335.4 million in the first quarter of 1997, a 10%
increase, reflecting strong overall operating results.
Capital expenditures for the quarter totaled $33 million, compared
to $40 million in 1997. The Company's long-term debt was reduced
by $383 million in the quarter from operating cash flow and
proceeds from the sale of businesses. The Company declared a
quarterly dividend of $0.19 per share or $54 million, which was
paid on April 1, 1998. The Company has also declared a quarterly
dividend of $0.19 per share payable on July 1, 1998.
At the end of the first quarter, the Company's marketable
securities included $142.1 million from proceeds on its first
quarter sale of certain businesses. The Company expects to use
these funds to repay its long-term debt in the second quarter.
CONSOLIDATED BALANCE SHEETS
Gannett Co., Inc. and Subsidiaries
Unaudited, in thousands of dollars
March 29, 1998 Dec. 28, 1997
--------------- ---------------
ASSETS
Cash $ 36,585 $ 45,059
Marketable securities 154,765 7,719
Trade receivables, less allowance
(1998 - $18,554; 1997 - $18,020) 552,383 638,311
Other receivables 55,421 45,316
Inventories 119,876 101,080
Prepaid expenses 35,799 47,149
--------------- ---------------
Total current assets 954,829 884,634
--------------- ---------------
Property, plant and equipment
Cost 3,628,692 3,754,837
Less accumulated depreciation (1,560,869) (1,562,795)
--------------- ---------------
Net property, plant and equipment 2,067,823 2,192,042
--------------- ---------------
Intangible and other assets
Excess of acquisition cost over the value of
assets acquired, less amortization 3,607,105 3,584,393
Investments and other assets 306,849 229,282
--------------- ---------------
Total intangible and other assets 3,913,954 3,813,675
--------------- ---------------
Total assets $ 6,936,606 $ 6,890,351
=============== ===============
LIABILITIES & SHAREHOLDERS' EQUITY
Current maturities of long-term debt $ $ 18,375
Accounts payable and current portion of film
contracts payable 237,806 300,260
Compensation, interest and other accruals 269,975 263,599
Dividend payable 54,019 53,915
Income taxes 134,165 12,893
Deferred income 123,495 118,459
--------------- ---------------
Total current liabilities 819,460 767,501
--------------- ---------------
Deferred income taxes 458,375 402,254
Long-term debt, less current portion 1,376,304 1,740,534
Postretirement, medical and life insurance liabilities 311,595 312,082
Other long-term liabilities 187,739 188,244
--------------- ---------------
Total liabilities 3,153,473 3,410,615
--------------- ---------------
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, 324,420,732 shares. 324,421 324,421
Additional paid-in capital 106,107 104,366
Retained earnings 4,284,545 3,995,712
--------------- ---------------
Total 4,715,073 4,424,499
--------------- ---------------
Less treasury stock - 39,991,033 shares and
40,546,253 shares respectively, at cost (905,283) (916,708)
Deferred compensation related to ESOP (26,657) (28,055)
--------------- ---------------
Total shareholders' equity 3,783,133 3,479,736
--------------- ---------------
Total liabilities and shareholders' equity $ 6,936,606 $ 6,890,351
=============== ===============
CONSOLIDATED STATEMENTS OF INCOME
Gannett Co., Inc. and Subsidiaries
Unaudited, in thousands of dollars (except per share amounts)
Quarter Ended % Inc
Mar. 29, 1998 Mar. 30, 1997 (Dec)
Net Operating Revenues:
Newspaper advertising $ 669,994 $ 593,552 12.9
Newspaper circulation 254,079 233,370 8.9
Broadcasting 160,692 150,606 6.7
Cable & Security 64,062 61,546 4.1
Other 51,083 37,683 35.6
------------ ------------ --------
Total 1,199,910 1,076,757 11.4
------------ ------------ --------
Operating Expenses:
Cost of sales and operating expenses,
exclusive of depreciation 642,980 566,522 13.5
Selling, general and administrative
expenses, exclusive
of depreciation 189,206 174,791 8.2
Depreciation 53,030 49,782 6.5
Amortization of intangible assets 26,451 24,842 6.5
------------ ------------ --------
Total 911,667 815,937 11.7
------------ ------------ --------
Operating income 288,243 260,820 10.5
------------ ------------ --------
Non-operating income (expense):
Interest expense (23,229) (25,618) (9.3)
Other* 307,356 (5,088) ----
------------ ------------ --------
Total 284,127 (30,706) ----
------------ ------------ --------
Income before income taxes 572,370 230,114 148.7
Provision for income taxes 229,520 95,050 141.5
------------ ------------ --------
Net income $ 342,850 $ 135,064 153.8
============ ============ ========
Net income per share - basic $1.21 $0.48 152.1
===== ===== =====
Net income per share - diluted $1.20 $0.48 150.0
===== ===== =====
Dividends per share $0.19 $0.18 5.6
===== ===== ===
* 1998 results include a net non-operating gain principally from the disposition
of several businesses including Radio and Alarm Security. See Management's
Discussion and Analysis of Operations for earnings summary excluding net
non-operating gain.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Gannett Co., Inc. and Subsidiaries
Unaudited, in thousands of dollars
Thirteen Weeks Ended
March 29, 1998 March 30, 1997
Cash flows from operating activities
Net income $ 342,850 $ 135,064
Adjustments to reconcile net income to
operating cash flows:
Depreciation 53,030 49,782
Amortization of intangibles 26,451 24,842
Deferred income taxes 56,122 (4,500)
Other, net (248,416) 107,535
--------- ---------
Net cash flow from operating activities 230,037 312,723
--------- ---------
Cash flows from investing activities
Purchase of property, plant and equipment (33,446) (40,263)
Payments for acquisitions, net of cash acquired (113,160)
Change in other investments (101,103) (2,025)
Proceeds from sale of certain assets 567,556 864
Collection of long-term receivables 13,873 2,407
--------- ---------
Net cash provided by (used for) investing activities 333,720 (39,017)
--------- ---------
Cash flow from financing activities
Payments of long-term debt (382,605) (219,999)
Dividends paid (53,899) (50,731)
Proceeds from issuance of common stock 11,319 10,801
--------- ---------
Net cash used for financing activities (425,185) (259,929)
--------- ---------
Net increase in cash and cash equivalents 138,572 13,777
Balance of cash and cash equivalents at
beginning of year 52,778 31,202
--------- ---------
Balance of cash and cash equivalents at
end of first quarter $ 191,350 $ 44,979
========= =========
BUSINESS SEGMENT INFORMATION
Gannett Co., Inc. and Subsidiaries
Unaudited, in thousands of dollars
Quarter Ended % Inc
Mar. 29, 1998 Mar. 30, 1997 (Dec)
Operating Revenues:
Newspaper publishing $ 975,156 $ 864,605 12.8
Broadcasting 160,692 150,606 6.7
Cable and Security 64,062 61,546 4.1
------------ ------------ -------
Total $ 1,199,910 $ 1,076,757 11.4
============ ============ =======
Operating Income
(net of depreciation and amortization):
Newspaper publishing $ 225,919 $ 207,194 9.0
Broadcasting 65,967 57,400 14.9
Cable and Security 13,916 13,365 4.1
Corporate (17,559) (17,139) (2.5)
------------ ------------ -------
Total $ 288,243 $ 260,820 10.5
============ ============ =======
Depreciation and Amortization:
Newspaper publishing $ 46,157 $ 41,149 12.2
Broadcasting 14,955 14,812 1.0
Cable and Security 16,154 16,493 (2.1)
Corporate 2,215 2,170 2.1
------------ ------------ -------
Total $ 79,481 $ 74,624 6.5
============ ============ =======
Operating Cash Flow:
Newspaper publishing $ 272,076 $ 248,343 9.6
Broadcasting 80,922 72,212 12.1
Cable and Security 30,070 29,858 0.7
Corporate (15,344) (14,969) (2.5)
------------ ------------ -------
Total $ 367,724 $ 335,444 9.6
============ ============ =======
NOTE:
Operating Cash Flow represents operating income for each of the Company's business
segments plus related depreciation and amortization expense.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
March 29, 1998
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
week period ended March 29, 1998, and the comparative period of 1997
reflect all adjustments which, in the opinion of the Company, are
necessary for a fair statement of results for the interim periods.
2. Accounting Standards
In June 1997, Statement of Financial Accounting Standards No. 130,
"Reporting Comprehensive Income" (SFAS 130) and SFAS 131,
"Disclosures about Segments of an Enterprise and Related Information,"
were issued. SFAS 130 is not currently applicable as the Company
has no items of other comprehensive income in any period presented.
SFAS 131 will be applied in the fourth quarter of 1998 and will not
have any impact on the Company's reported financial position or
results of operations.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
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 April 28, 1998
(b) The following directors were elected at the meeting:
Stuart T.K. Ho Josephine P. Louis
Douglas H. McCorkindale
The following directors' term of office continued
after the meeting:
John J. Curley Meredith A. Brokaw
Peter B. Clark Drew Lewis
Thomas A. Reynolds, Jr. Karen Hastie Williams
(c) (i) Three directors were re-elected to the Board of
Directors. Tabulation of votes for each of the
nominees is as follows:
For Withhold Authority
Stuart T.K. Ho 234,456,547 5,817,566
Josephine P. Louis 234,491,436 5,782,677
Douglas H. McCorkindale 234,843,834 5,430,278
(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 239,044,427 697,853 531,833
(iii) The shareholder proposal to declassify the Board of
Directors for the purpose of director elections was
defeated. Tabulation of votes for the proposal is as
follows:
For Against Abstain
Shareholder Proposal 102,339,648 115,165,462 2,227,945
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.
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: May 13, 1998 /s/ George R. Gavagan
----------------------------------------
George R. Gavagan
Vice President and Controller
Dated: May 13, 1998 /s/ Thomas L. Chapple
----------------------------------------
Thomas L. Chapple
Senior Vice President, General
Counsel and Secretary
EXHIBIT INDEX
Exhibit
Number Exhibit Location
3-1 Second Restated Certificate Incorporated by reference to Exhibit
of Incorporation of Gannett Co., 3-1 to Gannett Co., Inc's Form 10-K
Inc. for the fiscal year ended December 26,
1993 ("1993 Form 10-K"). Amendment
incorporated by reference to Exhibit
3-1 to the 1993 Form 10-K.
3-2 By-laws of Gannett Co., Inc. Incorporated by reference to Exhibit
(reflects all amendments 3-1 to Gannett Co., Inc.'s Form 10-Q
through September 24, 1997) for the fiscal quarter ended
September 28, 1997.
4-1 $1,000,000,000 Revolving Incorporated by reference to Exhibit
Credit Agreement among 4-1 to the 1993 Form 10-K.
Gannett Co., Inc. and the
Banks named therein.
4-2 Amendment Number One Incorporated by reference to Exhibit
to $1,000,000,000 Revolving 4-2 to Gannett Co., Inc.'s Form 10-Q
Credit Agreement among for the fiscal quarter ended June 26,
Gannett Co., Inc. and the 1994.
Banks named therein.
4-3 Amendment Number Two to Incorporated by reference to Exhibit
$1,500,000,000 Revolving 4-3 to Gannett Co., Inc.'s Form 10-K
Credit Agreement among for the fiscal year ended
Gannett Co., Inc. and the December 31, 1995.
Banks named therein.
4-4 Amendment Number Three to Incorporated by reference to Exhibit
$3,000,000,000 Revolving 4-4 to Gannett Co., Inc.'s Form 10-Q
Credit Agreement among for the fiscal quarter ended
Gannett Co., Inc. and the Banks September 29, 1996.
named therein.
4-5 Indenture dated as of March 1, Incorporated by reference to Exhibit
1983 between Gannett Co., Inc. 4-2 to Gannett Co., Inc.'s Form 10-K
and Citibank, N.A., as Trustee. for the fiscal year ended
December 29, 1985.
4-6 First Supplemental Indenture Incorporated by reference to Exhibit
dated as of November 5, 1986 4 to Gannett Co., Inc.'s Form 8-K
among Gannett Co., Inc., filed on November 9, 1986.
Citibank, N.A., as Trustee, and
Sovran Bank, N.A., as Successor
Trustee.
4-7 Second Supplemental Indenture Incorporated by reference to
dated as of June 1, 1995, Exhibit 4 to Gannett Co., Inc.'s
among Gannett Co., Inc., Form 8-K filed on 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 Employment Agreement dated Incorporated by reference to Gannett
December 7, 1992 between Co., Inc.'s Form 10-K for the fiscal
Gannett Co., Inc. and John J. year ended December 27, 1992 ("1992
Curley.* Form 10-K").
10-2 Employment Agreement dated Incorporated by reference to the 1992
December 7, 1992 between Form 10-K.
Gannett Co., Inc. and Douglas H.
McCorkindale.*
10-3 Gannett Co., Inc. 1978 Incorporated by reference to Exhibit
Executive Long-Term Incentive 10-3 to Gannett Co., Inc.'s Form 10-K
Plan* for the fiscal year ended
December 28, 1980. Amendment No. 1
incorporated by reference to
Exhibit 20-1 to Gannett Co., Inc.'s
Form 10-K for the fiscal year ended
December 27, 1981. Amendment No. 2
incorporated by reference to
Exhibit 10-2 to Gannett Co., Inc.'s
Form 10-K for the fiscal year ended
December 25, 1983. Amendments Nos. 3
and 4 incorporated by reference to
Exhibit 4-6 to Gannett Co., Inc.'s
Form S-8 Registration Statement
No. 33-28413 filed on May 1, 1989.
Amendments Nos. 5 and 6 incorporated
by reference to Exhibit 10-8 to
Gannett Co., Inc.'s Form 10-K for the
fiscal year ended December 31, 1989.
Amendment No. 7 incorporated by
reference to Gannett Co., Inc.'s
Form S-8 Registration Statement
No. 333-04459 filed on May 24, 1996.
Amendment No. 8 incorporated by
reference to Exhibit 10-3 to Gannett
Co., Inc.'s Form 10-Q for the quarter
ended September 28, 1997. Amendment
dated December 9, 1997, incorporated
by reference to Gannett Co., Inc.'s
1997 Form 10-K.
10-4 Description of supplemental Incorporated by reference to Exhibit
insurance benefits.* 10-4 to the 1993 Form 10-K.
10-5 Gannett Co., Inc. Supplemental Incorporated by reference to Exhibit
Retirement Plan, as amended.* 10-8 to Gannett Co., Inc's Form 10-K
for the fiscal year ended
December 27, 1986 ("1986 Form 10-K").
10-6 Gannett Co., Inc. Retirement Incorporated by reference to Exhibit
Plan for Directors.* 10-10 to the 1986 Form 10-K. 1991
Amendment incorporated by reference
to Exhibit 10-2 to Gannett Co.,
Inc.'s Form 10-Q for the quarter
ended September 29, 1991. Amendment
to Gannett Co., Inc. Retirement
Plan for Directors dated October 31,
1996, incorporated by reference to
Exhibit 10-6 to the 1996 Form 10K.
10-7 Amended and Restated Incorporated by reference to Exhibit
Gannett Co., Inc. 1987 10-1 to Gannett Co., Inc.'s Form 10-Q
Deferred Compensation Plan.* for the fiscal quarter ended
September 29, 1996. Amendment No. 5
incorporated by reference to Exhibit
10-2 to Gannett Co., Inc.'s form 10-Q
for the quarter ended September 28,
1997.
10-8 Gannett Co., Inc. Transitional Incorporated by reference to Exhibit
Compensation Plan.* 10-13 to Gannett Co., Inc.'s Form
10-K for the fiscal year ended
December 30, 1990.
11 Statement re computation of Attached.
earnings per share.
27 Financial Data Schedule Attached.
The Company agrees to furnish to the 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 Company.
* Asterisks identify management contracts, and compensatory plans
or arrangements.
Calculation of Earnings Per Share
Thirteen Weeks Ended
----------------------
March 28, March 30,
1998 1997
------------ ------------
Basic earnings:
Net income $342,850,000 $135,064,000
Weighted average number of
common shares outstanding 284,215,000 282,842,000
Basic earnings per share $1.21 $0.48
Diluted earnings:
Net income $342,850,000 $135,064,000
Weighted average number of
common shares outstanding 284,215,000 282,842,000
Dilutive effect of out-
standing stock options and
stock incentive rights 2,659,000 1,478,000
Weighted average number of
shares outstanding, as
adjusted 286,874,000 284,320,000
Diluted earnings per share $1.20 $0.48
5
1,000
3-MOS
DEC-27-1998
DEC-29-1997
MAR-29-1998
36,585
154,765
570,937
18,554
119,876
954,829
3,628,692
1,560,869
6,936,606
819,460
0
324,421
0
0
3,458,712
6,936,606
1,199,910
1,199,910
642,980
911,667
(307,356)
0
23,229
572,370
229,520
342,850
0
0
0
342,850
1.21
1.20
5
1,000
3-MOS
DEC-28-1997
DEC-30-1996
MAR-30-1997
37,224
7,755
514,036
19,756
75,890
688,803
3,452,379
1,474,203
6,244,896
721,361
0
162,210
0
0
2,864,087
6,244,896
1,076,757
1,076,757
566,522
815,937
5,088
0
25,618
230,114
95,050
135,064
0
0
0
135,064
0.48
0.48
