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
April 1, 2001 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 April 1, 2001 was 264,552,317.
PART I. FINANCIAL INFORMATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATIONS
OPERATING SUMMARY
Recent acquisitions had a significant impact on operating results
comparisons for the first three months of 2001 versus the first three
months of 2000. The company completed the Newscom acquisition in June
2000; the Thomson acquisition in July 2000; and the Central
acquisition in August 2000.
Operating income from continuing operations for the first quarter of
2001 rose $10.5 million or 3%. Newspaper publishing earnings were up
$21.4 million or 7% for the quarter reflecting the positive impact
from the recently acquired Newscom, Thomson and Central operations,
tempered by lower ad revenues in U.S. markets and higher newsprint
prices. Television earnings were down $11.9 million or 18% for the
quarter largely due to a 14% decline in national advertising revenues.
Income from continuing operations for the first quarter decreased
$28.5 million or 14%, and earnings per share from continuing
operations (diluted) were $0.66, down 11%. Income from continuing
operations was adversely impacted by increased goodwill amortization
and interest expense on borrowings related to the 2000 acquisitions.
NEWSPAPERS
Reported newspaper publishing revenues rose $264.8 million or 23% for
the quarter, reflecting increased revenues due to the newly acquired
properties, tempered by softer domestic advertising demand. Newspaper
advertising revenues increased $190.7 million or 23% for the quarter.
Refer to Note 5 for Business Segment Information.
The tables below provide, on a pro forma basis, details of newspaper
ad revenue, including revenues from the Newscom, Thomson and Central
properties, for the first quarter of 2001 and 2000. Advertising
linage and preprint distribution details are also provided below;
however, linage and preprint distribution for the U.K. publications
are not included.
Advertising revenue, in thousands of dollars (pro forma)
2001 2000 % Change
-------- ------- --------
Local $ 436,197 $ 436,646 (0)
National 175,449 196,584 (11)
Classified 459,248 475,835 (3)
-------- -------- -----
Total ad revenue $1,070,894 $1,109,065 (3)
========= ======== =====
Advertising linage, in thousands of inches, and preprint distribution,
in millions (pro forma)
2001 2000 % Change
-------- -------- --------
Local 9,287 9,882 (6)
National 911 1,068 (15)
Classified 13,307 13,647 (2)
-------- -------- -----
Total Run-of-Press
linage 23,505 24,597 (4)
======== ======== =====
Preprint distribution 2,422 2,392 1
======== ======== =====
Pro forma newspaper advertising revenues decreased 3% for the quarter.
Local ad revenues were flat on a 6% decline in ad volume. National
ad revenues decreased 11% on a volume decrease of 15%, while
classified ad revenues decreased 3% on a volume decrease of 2%. These
results reflect advertiser reluctance to spend in a softening and
uncertain economic environment at our domestic newspapers,
particularly in the classified employment category. These results
also reflect the absence of millennium-related ad spending and
significantly lower advertising spending by dot-com businesses,
especially at USA TODAY. Reported revenues from the company's U.K.
operations benefited from strong advertising demand, but were
unfavorably impacted by a decline in the exchange rate for Sterling.
If the exchange rate had remained constant year-over-year, total
company pro forma advertising revenues would have declined 2% for the
quarter.
Reported newspaper circulation revenues increased $58.9 million or 23% for the
quarter reflecting the impact of acquisitions. On a pro forma basis, newspaper
circulation revenues decreased 1%. Pro forma net paid daily circulation for
the company's local newspapers decreased 1% for the quarter. Sunday
circulation was lower by 2% for the quarter. USA TODAY reported an average
daily paid circulation of 2,291,297 in the ABC Publisher's statement for the
27 weeks ended April 1, 2001, a 0.4% increase over the comparable period a year
ago.
Operating costs for the newspaper segment increased $243.4 million or 29% for
the quarter, largely due to the added costs from the new properties. In total,
newsprint expense increased by 35% for the quarter reflecting a 12% increase in
consumption from higher usage by new properties and substantially higher
year-over-year prices. The company expects newsprint prices to remain higher
for the rest of 2001 as compared to the prior year.
Newspaper operating income increased $21.4 million or 7% for the quarter,
reflecting the positive impact of earnings from recently acquired properties,
partially offset by softer domestic advertising demand and higher newsprint
prices.
TELEVISION
Reported television revenues decreased $11.2 million or 7% for the quarter
mainly due to the reluctance of advertisers, principally national advertisers,
to spend in this uncertain economic environment. National advertising revenues
decreased 14% for the quarter while local advertising revenues decreased 4%.
Operating costs for the quarter increased $0.7 million or less than 1%. As a
result, reported television operating income declined $11.9 million or 18% for
the quarter.
NON-OPERATING INCOME AND EXPENSE/PROVISION FOR INCOME TAXES
Interest expense increased to $80.4 million from $20.2 million in the quarter
due to increased commercial paper borrowings for the 2000 acquisitions and
share repurchases. The daily average commercial paper outstanding balance was
$5.4 billion during the first quarter of 2001 and $1.1 billion during the first
quarter of 2000. The weighted average interest rate was 5.9% for the first
quarter of 2001 and 5.8% for the first quarter of 2000.
The company's effective income tax rate was 39.4% for the first quarter 2001
versus 39.6% for the same period last year, reflecting lower state taxes and
lower taxes on foreign operations.
NET INCOME
Income from continuing operations was down $28.5 million or 14% for the
quarter. Diluted earnings per share from continuing operations decreased to
$0.66 from $0.74 for the first quarter last year, an 11% decline.
In the first quarter of 2000, after-tax income from the operation of the
discontinued cable business of $2.4 million, and an after-tax gain from the
sale of the cable business of $744.7 million contributed $2.70 per share
(diluted).
The weighted average number of diluted shares outstanding in the first quarter
of 2001 totaled 266,415,000, compared to 276,207,000 for the first quarter of
2000.
In February 2000, the company announced authorizations to repurchase up to
$1 billion of its common stock and during the first six months of 2000, the
company repurchased approximately 14.7 million shares of common stock at a cost
of approximately $967.2 million. There were no stock repurchases during the
first quarter of 2001. Exhibit 11 of this Form 10-Q presents the weighted
average number of basic and diluted shares outstanding and the earnings per
share for each period.
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 $480.7 million for the first
quarter of 2001, compared with $437.9 million for the same period of 2000, a
10% increase. The increase in cash flows reflects the solid operating cash
flow contributions made from the recently acquired properties.
Capital expenditures totaled $64.1 million for the first quarter of 2001,
compared to $44.2 million for the first quarter of 2000. The company's debt
decreased by $217.0 million during the first three months of 2001, reflecting
the pay-down of commercial paper borrowings from operating cash flows.
The company's foreign currency translation adjustment, included in accumulated
other comprehensive income and reported as part of shareholders' equity,
totaled ($134.2 million) at the end of the first quarter versus ($66.4 million)
at the end of 2000, reflecting a weakening of Sterling against the U.S. dollar
since the end of the year 2000. Newsquest's assets and liabilities at
April 1, 2001 were translated from Sterling to U.S. dollars at an exchange rate
of $1.42 versus $1.49 at the end of 2000. Newsquest's financial results were
translated at an average rate of $1.46 for the first quarter of 2001 versus
$1.60 for the first quarter of 2000.
The company's regular quarterly dividend of $0.22 per share was declared in the
first quarter of 2001, totaling $58.2 million. In May 2001, the company also
declared a quarterly dividend of $0.22 per share payable on July 2, 2001.
In May 2001, the company's shareholders approved the Gannett Co., Inc. 2001
Omnibus Incentive Compensation Plan ("Plan"), which replaces the company's 1978
Executive Long-Term Incentive Plan and its 1968 Executive Incentive Bonus Plan
and is effective January 1, 2001. The Plan permits the grant of Nonqualified
Stock Options, Stock Appreciation Rights, Restricted Stock, Performance Shares,
Performance Units, and Cash-Based Awards (refer to the S-8 filed by the company
on May 8, 2001 for additional information).
CERTAIN FACTORS AFFECTING FORWARD-LOOKING STATEMENTS
Certain statements in the company's 2000 Annual Report to Shareholders, its
Annual Report on Form 10-K, and in this Quarterly Report contain
forward-looking information. The words "expect", "intend", "believe",
"anticipate", "likely", "will" and similar expressions generally identify
forward-looking statements. These forward-looking statements are subject to
certain risks and uncertainties that could cause actual results and events to
differ materially from those anticipated in the forward-looking statements.
Potential risks and uncertainties which could adversely affect the company's
ability to obtain these results include, without limitation, the following
factors: (a) increased consolidation among major retailers or other events
which may adversely affect business operations of major customers and depress
the level of local and national advertising; (b) a continued economic downturn
in some or all of the company's principal newspaper or television markets
leading to decreased circulation or local, national or classified advertising;
(c) a decline in general newspaper readership patterns as a result of
competitive alternative media or other factors; (d) an increase in newsprint or
syndication programming costs over the levels anticipated; (e) labor disputes
which may cause revenue declines or increased labor costs; (f) acquisitions of
new businesses or dispositions of existing businesses; (g) a decline in
viewership of major networks and local news programming; (h) rapid
technological changes and frequent new product introductions prevalent in
electronic publishing; (i) an increase in interest rates; (j) a weakening in
the Sterling to U.S. dollar exchange rate; and (k) general economic and
business conditions.
CONSOLIDATED BALANCE SHEETS
Gannett Co., Inc. and Subsidiaries
Unaudited, in thousands of dollars
April 1, 2001 Dec. 31, 2000
---------------- ---------------
ASSETS
Cash $ 70,568 $ 69,954
Marketable securities 74,350 123,242
Trade receivables, less allowance 767,153 875,363
(2001 - $33,828; 2000 - $37,465)
Inventories 147,247 128,321
Prepaid expenses and other receivables 95,021 105,456
---------------- ---------------
Total current assets 1,154,339 1,302,336
---------------- ---------------
Property, plant and equipment
Cost 4,187,901 4,135,201
Less accumulated depreciation (1,725,201) (1,673,802)
---------------- ---------------
Net property, plant and equipment 2,462,700 2,461,399
---------------- ---------------
Intangible and other assets
Excess of acquisition cost over the value of
assets acquired, less amortization 8,607,095 8,740,804
Investments and other assets 487,626 475,872
---------------- ---------------
Total intangible and other assets 9,094,721 9,216,676
---------------- ---------------
Total assets $ 12,711,760 $ 12,980,411
================ ===============
LIABILITIES & SHAREHOLDERS' EQUITY
Accounts payable and current portion of film
contracts payable $ 377,810 $ 493,243
Compensation, interest and other accruals 275,400 325,904
Dividend payable 58,256 58,118
Income taxes 214,878 144,599
Deferred income 154,338 152,137
---------------- ---------------
Total current liabilities 1,080,682 1,174,001
---------------- ---------------
Deferred income taxes 257,953 274,829
Long-term debt 5,530,826 5,747,856
Postretirement medical and life insurance liabilities 403,225 403,528
Other long-term liabilities 276,963 276,787
---------------- ---------------
Total liabilities 7,549,649 7,877,001
---------------- ---------------
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 173,622 170,715
Retained earnings 7,112,309 6,995,965
Accumulated other comprehensive income (133,857) (66,274)
---------------- ---------------
Total 7,476,495 7,424,827
---------------- ---------------
Less treasury stock - 59,868,415 shares and
60,148,871 shares respectively, at cost (2,301,898) (2,307,793)
Deferred compensation related to ESOP (12,486) (13,624)
---------------- ---------------
Total shareholders' equity 5,162,111 5,103,410
---------------- ---------------
Total liabilities and shareholders' equity $ 12,711,760 $ 12,980,411
================ ===============
CONSOLIDATED STATEMENTS OF INCOME
Gannett Co., Inc. and Subsidiaries
Unaudited, in thousands of dollars (except per share amounts)
Thirteen weeks ended % Inc
April 1, 2001 March 26, 2000 (Dec)
------------- -------------- ------
Net Operating Revenues:
Newspaper advertising $ 1,020,934 $ 830,250 23.0
Newspaper circulation 313,009 254,146 23.2
Television 155,613 166,789 (6.7)
Other 85,392 70,135 21.8
------------- ------------- ------
Total 1,574,948 1,321,320 19.2
------------- ------------- ------
Operating Expenses:
Cost of sales and operating
expenses, exclusive of
depreciation 839,547 667,486 25.8
Selling, general and
administrative expenses,
exclusive of depreciation 254,738 215,942 18.0
Depreciation 53,281 46,608 14.3
Amortization of intangible assets 59,343 33,766 75.7
------------- ------------- ------
Total 1,206,909 963,802 25.2
------------- ------------- ------
Operating income 368,039 357,518 2.9
------------- ------------- ------
Non-operating income (expense):
Interest expense (80,442) (20,175) 298.7
Other 448 (1,326) (133.8)
------------- ------------- ------
Total (79,994) (21,501) 272.0
------------- ------------- ------
Income before income taxes 288,045 336,017 (14.3)
Provision for income taxes 113,500 133,000 (14.7)
------------- ------------- ------
Income from continuing operations 174,545 203,017 (14.0)
------------- ------------- ------
Discontinued Operations:
Income from the operation of
discontinued cable business,
net of tax 2,437 ----
Gain on sale of cable business,
net of tax 744,700 ----
------------- ------------- ------
Net income $ 174,545 $ 950,154 (81.6)
============= ============= ======
Earnings from continuing
operations per share-basic $0.66 $0.74 (10.8)
Earnings from discontinued
operations:
Discontinued operations per
share-basic $0.01 ----
Gain on sale of cable business
per share-basic $2.72 ----
----- ----- -------
Net income per share-basic $0.66 $3.47 (81.0)
===== ===== =======
Earnings from continuing
operations per share-diluted $0.66 $0.74 (10.8)
Earnings from discontinued
operations:
Discontinued operations per
share-diluted $0.01 ----
Gain on sale of cable business
per share-diluted $2.69 ----
----- ----- -------
Net income per share-diluted $0.66 $3.44 (80.8)
===== ===== =======
Dividends per share $0.22 $0.21 4.8
===== ===== =======
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Gannett Co., Inc. and Subsidiaries
Unaudited, in thousands of dollars
Thirteen weeks ended
April 1, 2001 March 26, 2000
-------------- --------------
Cash flows from operating activities
Net income $ 174,545 $ 950,154
Adjustments to reconcile net income to
operating cash flows:
Discontinued operations 0 (747,137)
Depreciation 53,281 46,608
Amortization of intangibles 59,343 33,766
Deferred income taxes (16,876) (116,410)
Other, net 36,913 252,771
--------- ---------
Net cash flow from operating activities 307,206 419,752
--------- ---------
Cash flows from investing activities
Purchase of property, plant and equipment (64,076) (44,224)
Payments for acquisitions, net of cash acquired (17,775) (89,384)
Change in other investments (3,086) (12,899)
Proceeds from sale of certain assets 0 2,714,362
Collection of long-term receivables 0 1,900
--------- ---------
Net cash (used for) provided by investing activities (84,937) 2,569,755
--------- ---------
Cash flows from financing activities
Payment of long-term debt (217,030) (1,812,758)
Dividends paid (58,062) (58,358)
Cost of common shares repurchased 0 (776,410)
Proceeds from issuance of common stock 8,801 5,378
--------- ---------
Net cash used for financing activities (266,291) (2,642,148)
--------- ---------
Effect of currency exchange rate change (4,256) (191)
--------- ---------
Net (decrease) increase in cash and cash equivalents (48,278) 347,168
Balance of cash and cash equivalents at
beginning of year 193,196 46,160
--------- ---------
Balance of cash and cash equivalents at
end of first quarter $ 144,918 $ 393,328
========= =========
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
April 1, 2001
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 the Form 10-K and annual
report to shareholders. The financial statements covering the 13
week period ended April 1, 2001, and the comparative period of
2000, reflect all adjustments which, in the opinion of the company,
are necessary for a fair statement of results for the interim periods
and reflect all normal and recurring adjustments which are necessary
for a fair presentation of the company's financial position, results
of operations and cash flows as of the dates and for the periods
presented.
2. Comprehensive Income
Comprehensive income for the company includes net income, foreign
currency translation adjustments and unrealized gains or losses on available-
for-sale securities, as defined under SFAS No. 115, "Accounting for
Certain Investments in Debt and Equity Securities."
Comprehensive income totaled $107.0 million for the first quarter of 2001
and $934.7 million for the first quarter of 2000. Other comprehensive
losses relate to foreign currency translation adjustments and unrealized
gains or losses on available-for-sale securities, net of tax. The
accumulated other comprehensive losses were net of a deferred income tax
asset of $41.4 million for the first quarter of 2001 and $9.9 million
for the first quarter of 2000.
3. Acquisitions and Dispositions
The company completed the Newscom acquisition in June 2000; the Thomson
acquisition in July 2000; and the Central acquisition in August 2000.
The purchase price allocations for these acquisitions are preliminary.
The final allocations will be based on a complete evaluation of assets
acquired and liabilities assumed.
The sale of the assets of the company's cable business for $2.7 billion was
completed on January 31, 2000. Upon closing, an after-tax gain of
approximately $745 million or $2.69 per diluted share was recognized which,
along with the cable segment operating results, are reported as discontinued
operations in the company's financial statements.
The following table summarizes, on an unaudited, pro forma basis, the
estimated combined results of operations of the company and its subsidiaries
as though the 2000 acquisitions (Newscom, Thomson and Central) and
disposition (cable business) were all made at the beginning of 2000.
However, this pro forma combined statement does not necessarily
reflect the results of operations as they would have been if the combined
companies had constituted a single entity during those years.
In millions, except per share amounts (pro forma and unaudited)
Quarter-to-date
- ---------------
2001 2000
-------- --------
Operating revenues $ 1,575 $ 1,631
Income before income taxes $ 288 315
Income from continuing operations $ 175 190
Income per share from continuing
operations - basic $ 0.66 $ 0.69
Income per share from continuing
operations - diluted $ 0.66 $ 0.69
4. Outstanding Shares
The weighted average number of common shares outstanding (basic)
in the first quarter totaled 264,468,000 compared to 273,958,000 for the
first quarter of 2000. The weighted average number of diluted shares
outstanding in the first quarter totaled 266,415,000 compared to
276,207,000 for the first quarter of 2000.
5. Business Segment Information
BUSINESS SEGMENT INFORMATION
Gannett Co., Inc. and Subsidiaries
Unaudited, in thousands of dollars
Thirteen weeks ended % Inc
April 1, 2001 March 26, 2000 (Dec)
------------- -------------- ------
Operating Revenues:
Newspaper publishing $ 1,419,335 $ 1,154,531 22.9
Television 155,613 166,789 (6.7)
------------- ------------- -----
Total $ 1,574,948 $ 1,321,320 19.2
============= ============= =====
Operating Income (net of
depreciation and amortization):
Newspaper publishing $ 328,785 $ 307,435 6.9
Television 54,266 66,127 (17.9)
Corporate (15,012) (16,044) 6.4
------------- ------------- -----
Total $ 368,039 $ 357,518 2.9
============= ============= =====
Depreciation and Amortization:
Newspaper publishing $ 94,143 $ 62,289 51.1
Television 16,983 16,126 5.3
Corporate 1,498 1,959 (23.5)
------------- ------------- -----
Total $ 112,624 $ 80,374 40.1
============= ============= =====
Operating Cash Flow:
Newspaper publishing $ 422,928 $ 369,724 14.4
Television 71,249 82,253 (13.4)
Corporate (13,514) (14,085) 4.1
------------- ------------- -----
Total $ 480,663 $ 437,892 9.8
============= ============= =====
NOTE:
Operating Cash Flow represents operating income for each of the company's
business segments plus related depreciation and amortization expense.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The company is not subject to market risk associated with derivative commodity
instruments, as the company is not a party to any such instruments. The
company believes that its market risk from financial instruments, such as
accounts receivable, accounts payable and debt, is not material. The company is
exposed to foreign exchange rate risk primarily due to its operations in the
United Kingdom, which use British pounds as their functional currency, which is
then translated into U.S. dollars.
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) 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 16, 2001 By:/s/George R. Gavagan
------------------------------
George R. Gavagan
Vice President and Controller
Dated: May 16, 2001 By:/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. Amendment
dated May 2, 2000, incorporated by
reference to Gannett Co., Inc.'s Form
10-Q for the fiscal quarter ended
March 26, 2000.
3-2 By-laws of Gannett Co., Inc. Incorporated by reference to
(reflects all amendments Exhibit 3-2 to Gannett Co., Inc.'s
through February 1, 2001) Form 10-K for the fiscal year ended
December 31, 2000.
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.
Amendment incorporated by reference
to Gannett Co., Inc.'s Form 8-K
filed on May 2, 2000.
4-9 Amendment Number Four to Incorporated by reference to
$3,000,000,000 Revolving Exhibit 4-9 to Gannett Co., Inc.'s
Credit Agreement among Form 10-Q filed on August 12, 1998.
Gannett Co., Inc. and the
Banks named therein.
4-10 $3,000,000,000 Competitive Incorporated by reference to Exhibit
Advance and Revolving Credit 4-10 to Gannett Co., Inc.'s Form 10-Q
Agreement among Gannett Co., filed on August 9, 2000.
Inc. and the Banks named
therein.
4-11 Amendment Number One to Incorporated by reference to Exhibit
$3,000,000,000 Competitive 4-11 to Gannett Co., Inc.'s Form 10-K
Advance and Revolving Credit for the fiscal year ended December 31,
Agreement among Gannett Co., 2000.
Inc. and the Banks named
therein.
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. Amendment No. 9
incorporated by reference to Exhibit
10-3 to Gannett Co., Inc.'s Form 10-Q
for the quarter ended June 27, 1999.
Amendment No. 10 incorporated by
reference to Exhibit 10-3 to Gannett
Co., Inc's Form 10-Q for the quarter
ended June 25, 2000. Amendment No. 11
incorporated by reference to
Exhibit 10-3 to Gannett Co., Inc.'s
Form 10-K for the fiscal year ended
December 31, 2000.
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.* 10-5 to Gannett Co., Inc.'s Form 10-K
for the fiscal year ended
December 26, 1999.
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. Amendment No. 2 to January 1,
1997 Restatement incorporated by
reference to Exhibit 10-7 to
Gannett Co., Inc.'s Form 10-Q for the
quarter ended June 27, 1999.
Amendments Nos. 3 and 4 incorporated
by reference to Exhibit 10-7 to
Gannett Co., Inc.'s Form 10-K for the
fiscal year ended December 31, 2000.
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.
10-9 Employment Agreement dated Incorporated by reference to Exhibit
January 1, 2001 between 10-9 to Gannett Co., Inc.'s Form 10-K
Gannett Co., Inc. and Douglas for the fiscal year ended December 31,
H. McCorkindale.* 2000.
10-10 2001 Omnibus Incentive Incorporated by reference to
Compensation Plan* Exhibit No. 4 to the Company's
Registration Statement on Form S-8
(Registration No. 333-60402).
11 Statement re computation of Attached.
earnings per share.
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
Gannett Co., Inc. and Subsidiaries
Unaudited, in thousands of dollars (except per share amounts)
Thirteen weeks ended
April 1, March 26,
2001 2000
------------ -----------
Basic earnings:
Income from continuing operations $ 174,545 $ 203,017
Discontinued operations:
Earnings from operation of
cable business $ 0 $ 2,437
Gain on sale of cable business $ 0 $ 744,700
Net income $ 174,545 $ 950,154
Weighted average number of
common shares outstanding 264,468 273,958
Earnings from continuing
operations per share-basic $0.66 $0.74
Earnings from the operation of
cable business per share-basic $0.00 $0.01
Gains on sale of cable business
per share-basic $0.00 $2.72
Basic earnings per share $0.66 $3.47
Diluted earnings:
Income from continuing operations $ 174,545 $ 203,017
Discontinued operations:
Earnings from operation of
cable business $ 0 $ 2,437
Gain on sale of cable business $ 0 $ 744,700
Net income $ 174,545 $ 950,154
Weighted average number of
common shares outstanding 264,468 273,958
Dilutive effect of outstanding
stock options and stock
incentive rights 1,947 2,249
Weighted average number of
shares outstanding, as adjusted 266,415 276,207
Earnings from continuing
operations per share-diluted $0.66 $0.74
Earnings from the operation of
cable business per share-diluted $0.00 $0.01
Gains on sale of cable business
per share-diluted $0.00 $2.69
Diluted earnings per share $0.66 $3.44