-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BgmKp8VWd42QkyebJLOT3k/EMwFlXgOLrhhHtvSZodLa/YGAnO67qt/x6kQmnECP +B2tLt3Uh1mf2BU1cXDuXA== 0000039899-99-000031.txt : 19991208 0000039899-99-000031.hdr.sgml : 19991208 ACCESSION NUMBER: 0000039899-99-000031 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19991207 ITEM INFORMATION: FILED AS OF DATE: 19991207 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GANNETT CO INC /DE/ CENTRAL INDEX KEY: 0000039899 STANDARD INDUSTRIAL CLASSIFICATION: NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING [2711] IRS NUMBER: 160442930 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-06961 FILM NUMBER: 99770176 BUSINESS ADDRESS: STREET 1: 1100 WILSON BLVD CITY: ARLINGTON STATE: VA ZIP: 22234 BUSINESS PHONE: 7032846000 MAIL ADDRESS: STREET 1: 1100 WILSON BLVD 28TH FLOOR CITY: ARLINGTON STATE: VA ZIP: 22234 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: December 7, 1999 GANNETT CO., INC. (Exact name of registrant as specified in its charter) Delaware 1-6961 16-0442930 (State or other (Commission (IRS Employer jurisdiction File Number) Identification No.) of incorporation) 1100 Wilson Boulevard, Arlington, Virginia 22234 (Address of principal executive offices)(Zip Code) (703) 284-6000 (Registrant's telephone number, including area code) ITEM 5. OTHER EVENTS OVERVIEW On July 27, 1999, the company announced an agreement to sell the assets of its cable division to Cox Communications, Inc. for approximately $2.7 billion in cash. Closing is expected to occur in early 2000. Upon closing, a gain will be recognized which, along with the cable and security segment operating results, will be reported as discontinued operations in the company's financial statements. The company expects to use the after-tax proceeds from this transaction to pay down its long-term debt. Included in this filing are financial statements for 1999, 1998, 1997 and 1996 which reflect this reclassification change. Also included in this filing are the unaudited pro forma condensed combined financial statements of Gannett Co., Inc. and Newsquest plc which also reflect this reclassification change. EARNINGS SUMMARY OF INCOME FROM CONTINUING AND DISCONTINUED OPERATIONS After giving effect to the reclassifications discussed above, the company's earnings, excluding nonrecurring net non-operating gains principally from the disposition of various businesses in 1999, 1998 and 1996, are as follows. Unaudited, in thousands of dollars (except per share amounts) Earnings summary Excluding net non-operating gains Thirteen weeks ended % Inc March 28, 1999 March 29, 1998 (Dec) Operating income $ 296,592 $ 274,327 8.1 Non-operating income (expense) Interest expense (16,592) (23,229) (28.6) Other 2,368 829 185.6 ----------- ----------- ------ Total (14,224) (22,400) (36.5) Income before income taxes 282,368 251,927 12.1 Provision for income taxes 112,400 100,800 11.5 ----------- ----------- ------ Income from continuing operations 169,968 151,127 12.5 Discontinued operations: Income from the operation of discontinued operations, net of tax 8,925 8,116 10.0 ----------- ----------- ------ Net income $ 178,893 $ 159,243 12.3 =========== =========== ====== Earnings per share - basic Earnings from continuing operations $0.61 $0.53 15.1 Earnings from discontinued operations: Discontinued operations, net of tax $0.03 $0.03 -- ----- ----- ---- Net income per share - basic $0.64 $0.56 14.3 ===== ===== ==== Earnings per share - diluted Earnings from continuing operations $0.61 $0.53 15.1 Earnings from discontinued operations: Discontinued operations, net of tax $0.03 $0.03 -- ----- ----- ---- Net income per share - diluted $0.64 $0.56 14.3 ===== ===== ==== Unaudited, in thousands of dollars (except per share amounts) Earnings summary Excluding net non-operating gains Thirteen weeks ended % Inc June 27, 1999 June 28, 1998 (Dec) Operating income $ 403,111 $ 375,296 7.4 Non-operating income (expense) Interest expense (13,852) (20,348) (31.9) Other 775 2,498 (69.0) ----------- ----------- ------ Total (13,077) (17,850) (26.7) Income before income taxes 390,034 357,446 9.1 Provision for income taxes 155,200 143,100 8.5 ----------- ----------- ------ Income from continuing operations 234,834 214,346 9.6 Discontinued operations: Income from the operation of discontinued operations, net of tax 9,356 8,463 10.6 ----------- ----------- ------ Net income $ 244,190 $ 222,809 9.6 =========== =========== ====== Earnings per share - basic Earnings from continuing operations $0.84 $0.75 12.0 Earnings from discontinued operations: Discontinued operations, net of tax $0.03 $0.03 -- ----- ----- ---- Net income per share - basic $0.87 $0.78 11.5 ===== ===== ==== Earnings per share - diluted Earnings from continuing operations $0.84 $0.75 12.0 Earnings from discontinued operations: Discontinued operations, net of tax $0.03 $0.03 -- ----- ----- ---- Net income per share - diluted $0.87 $0.78 11.5 ===== ===== ==== Unaudited, in thousands of dollars (except per share amounts)
Earnings summary Excluding net non-operating gains Thirteen weeks ended % Inc Thirty-nine weeks ended % Inc Sept. 26, 1999 Sept. 27, 1998 (Dec) Sept. 26, 1999 Sept. 27, 1998 (Dec) -------------- -------------- ----- -------------- -------------- ----- Operating income $ 353,366 $ 298,783 18.3 $ 1,053,069 $ 948,406 11.0 Non-operating income (expense) Interest expense (26,474) (17,190) 54.0 (56,918) (60,767) (6.3) Other 1,588 (877) (281.1) 4,731 2,450 93.1 ----------- ------------ ------- ------------ ------------ ------ Total (24,886) (18,067) 37.7 (52,187) (58,317) (10.5) Income before income taxes 328,480 280,716 17.0 1,000,882 890,089 12.4 Provision for income taxes 130,700 112,250 16.4 398,300 356,150 11.8 ----------- ------------ ------- ------------ ------------ ------ Income from continuing operations 197,780 168,466 17.4 602,582 533,939 12.9 Discontinued operations: Income from the operation of discontinued operations, net of tax 9,699 8,053 20.4 27,980 24,632 13.6 ----------- ------------ ------- ------------ ------------ ------ Net income $ 207,479 $ 176,519 17.5 $ 630,562 $ 558,571 12.9 =========== ============ ======= ============ ============ ====== Earnings per share - basic Earnings from continuing operations $0.70 $0.59 18.6 $2.16 $1.87 15.5 Earnings from discontinued operations Discontinued operations, net of tax $0.04 $0.03 33.3 $0.10 $0.09 11.1 ----- ----- ---- ----- ----- ---- Net income per share - basic $0.74 $0.62 19.4 $2.26 $1.96 15.3 ===== ===== ==== ===== ===== ==== Earnings per share - diluted Earnings from continuing operations $0.70 $0.59 18.6 $2.14 $1.86 15.1 Earnings from discontinued operations Discontinued operations, net of tax $0.04 $0.03 33.3 $0.10 $0.09 11.1 ----- ----- ---- ----- ----- ---- Net income per share - diluted $0.74 $0.62 19.4 $2.24 $1.95 14.9 ===== ===== ==== ===== ===== ====
Unaudited, in thousands of dollars (except per share amounts) Earnings Summary Thirteen weeks ended December 27, 1998 Operating income $ 437,408 Non-operating income (expense) Interest expense (18,645) Other (3,654) ----------- Total (22,299) Income before income taxes 415,109 Provision for income taxes 166,230 ----------- Income from continuing operations 248,879 Discontinued operations: Income from the operation of discontinued operations, net of tax 8,856 ----------- Net income $ 257,735 =========== Earnings per share - basic Earnings from continuing operations $0.89 Earnings from discontinued operations: Discontinued operations, net of tax $0.03 ----- Net income per share - basic $0.92 ===== Earnings per share - diluted Earnings from continuing operations $0.89 Earnings from discontinued operations: Discontinued operations, net of tax $0.03 ----- Net income per share - diluted $0.92 ===== Unaudited, in thousands of dollars (except per share amounts) Earnings summary Excluding net non-operating gains Fifty-two weeks ended Dec. 27, 1998 Dec. 28, 1997 Dec. 29, 1996 ------------- ------------- ------------- Operating income $ 1,385,814 $ 1,262,242 $ 1,019,278 Non-operating income (expense) Interest expense (79,412) (91,725) (135,563) Other (1,204) (15,564) (2,656) ------------- ------------- ------------- Total (80,616) (107,289) (138,219) Income before income taxes 1,305,198 1,154,953 881,059 Provision for income taxes 522,380 473,600 377,900 ------------- ------------- ------------- Income from continuing operations 782,818 681,353 503,159 Discontinued operations: Income from the operation of discontinued operations, net of tax 33,488 31,326 51,867 Gain from the sale of discontinued operations, net of income tax of $195,000 294,580 ------------- ------------- ------------- Total income from discontinued operations 33,488 31,326 346,447 ------------- ------------- ------------- Net income $ 816,306 $ 712,679 $ 849,606 ============= ============= ============= Earnings per share - basic Earnings from continuing operations $2.76 $2.41 $1.79 Earnings from discontinued operations: Discontinued operations, net of tax $0.12 $0.11 $0.18 Gain from sale of discontinued operations, net of tax $1.05 ----- ----- ----- Net income per share - basic $2.88 $2.52 $3.02 ===== ===== ===== Earnings per share - diluted Earnings from continuing operations $2.74 $2.39 $1.78 Earnings from discontinued operations: Discontinued operations, net of tax $0.12 $0.11 $0.18 Gain from sale of discontinued operations, net of tax $1.04 ----- ----- ----- Net income per share - diluted $2.86 $2.50 $3.00 ===== ===== ===== Note: The discontinued operations in 1996 include results from the cable and security segment, along with the outdoor advertising business and Multimedia Entertainment, both of which were sold in 1996. The earnings summaries above exclude the following: - The second quarter of 1999 net pre-tax gain of $55 million ($33 million after-tax or $0.12 per share-basic and $0.11 per share-diluted) principally from the exchange of KVUE-TV in Austin, Texas for KXTV-TV in Sacramento, California. - The first quarter of 1998 net pre-tax gain of $306.5 million ($184 million after-tax or $0.65 per share-basic and $0.64 per share diluted) principally from the disposition of the company's five remaining radio stations and its alarm security business. - The fourth quarter of 1996 pre-tax gain of $158 million ($93 million after-tax or $0.33 per share) from the exchange of broadcast stations. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS See exhibit index for list of exhibits. 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: December 7, 1999 By: /s/George R. Gavagan ------------------------- George R. Gavagan Vice President and Controller EXHIBIT INDEX Exhibit Number Title or Description - ------- ---------------------- 99-1 Unaudited statements of income and business segment information for the quarters ended March 28, 1999 and March 29, 1998; June 27, 1999 and June 28, 1998; September 26, 1999 and September 27, 1998; and December 27, 1998; for the three quarters ended September 26, 1999 and September 27, 1998; and for the years ended December 27, 1998; December 28, 1997; and December 29, 1996, reflecting the reclassification of the cable and security segment as a discontinued operation. 99-2 Unaudited pro forma condensed combined statements of income of Gannett Co., Inc. and Newsquest plc for the twenty-six weeks ended June 27, 1999 and the year ended December 27, 1998, reflecting the reclassification of the cable and security segment as a discontinued operation. EX-99.1 2 STATEMENTS OF INCOME AND BUSINESS SEGMENT INFORMATION Exhibit 99-1 CONSOLIDATED STATEMENTS OF INCOME Gannett Co., Inc. and subsidiaries Unaudited, in thousands of dollars (except per share amounts) Thirteen weeks ended % Inc March 28, 1999 March 29, 1998 (Dec) Net Operating Revenues: Newspaper advertising $ 720,551 $ 669,994 7.5 Newspaper circulation 253,357 254,079 (0.3) Television 161,194 160,692 0.3 All other 50,837 51,083 (0.5) ----------- ----------- ----- Total 1,185,939 1,135,848 4.4 Operating Expenses: Cost of sales and operating expenses, exclusive of depreciation 635,732 617,556 2.9 Selling, general and administrative expenses, exclusive of depreciation 187,986 180,638 4.1 Depreciation 42,715 41,596 2.7 Amortization of intangible assets 22,914 21,731 5.4 ----------- ----------- ----- Total 889,347 861,521 3.2 ----------- ----------- ----- Operating income 296,592 274,327 8.1 Non-operating income (expense): Interest expense (16,592) (23,229) (28.6) Other 2,368 307,356 --- ----------- ----------- ----- Total (14,224) 284,127 --- ----------- ----------- ----- Income before income taxes 282,368 558,454 (49.4) Provision for income taxes 112,400 223,720 (49.8) ----------- ----------- ----- Income from continuing operations 169,968 334,734 (49.2) Discontinued operations: Income from the operation of discontinued operations, net of tax 8,925 8,116 10.0 ----------- ---------- ----- Net income $ 178,893 $ 342,850 (47.8) =========== ========== ===== Earnings per share - basic Earnings from continuing operations $0.61 $1.18 (48.3) Earnings from discontinued operations: Discontinued operations, net of tax $0.03 $0.03 0.0 ----- ----- ----- Net income per share - basic $0.64 $1.21 (47.1) ===== ===== ===== Earnings per share - diluted Earnings from continuing operations $0.61 $1.17 (47.9) Earnings from discontinued operations: Discontinued operations, net of tax $0.03 $0.03 0.0 ----- ----- ----- Net income per share - diluted $0.64 $1.20 (46.7) ===== ===== ===== Note: This statement reflects the reclassification of the Cable and Security segment as a discontinued operation. CONSOLIDATED STATEMENTS OF INCOME Gannett Co., Inc. and subsidiaries Unaudited, in thousands of dollars (except per share amounts) Thirteen weeks ended % Inc June 27, 1999 June 28, 1998 (Dec) Net Operating Revenues: Newspaper advertising $ 788,274 $ 746,675 5.6 Newspaper circulation 248,812 252,762 (1.6) Television 194,480 198,799 (2.2) All other 48,052 48,673 (1.3) ---------- ---------- ----- Total 1,279,618 1,246,909 2.6 Operating Expenses: Cost of sales and operating expenses, exclusive of depreciation 620,682 624,414 (0.6) Selling, general and administrative expenses, exclusive of depreciation 190,525 183,826 3.6 Depreciation 42,130 41,640 1.2 Amortization of intangible assets 23,170 21,733 6.6 ---------- ---------- ----- Total 876,507 871,613 0.6 ---------- ---------- ----- Operating income 403,111 375,296 7.4 Non-operating income (expense): Interest expense (13,852) (20,348) (31.9) Other 55,305 2,498 --- ---------- ---------- ----- Total 41,453 (17,850) --- Income before income taxes 444,564 357,446 24.4 Provision for income taxes 176,950 143,100 23.7 ---------- ---------- ----- Income from continuing operations 267,614 214,346 24.9 Discontinued operations: Income from the operation of discontinued operations, net of tax 9,356 8,463 10.6 ---------- ---------- ----- Net income $ 276,970 $ 222,809 24.3 ========== ========== ===== Earnings per share - basic Earnings from continuing operations $0.96 $0.75 28.0 Earnings from discontinued operations: Discontinued operations, net of tax $0.03 $0.03 0.0 ----- ----- ----- Net income per share - basic $0.99 $0.78 26.9 ===== ===== ===== Earnings per share - diluted Earnings from continuing operations $0.95 $0.75 26.7 Earnings from discontinued operations: Discontinued operations, net of tax $0.03 $0.03 0.0 ----- ----- ----- Net income per share - diluted $0.98 $0.78 25.6 ===== ===== ===== Note: This statement reflects the reclassification of the Cable and Security segment as a discontinued operation. CONSOLIDATED STATEMENTS OF INCOME Gannett Co., Inc. and subsidiaries Unaudited, in thousands of dollars (except per share amounts)
Thirteen weeks ended % Inc Thirty-nine weeks ended % Inc Sept. 26, 1999 Sept. 27, 1998 (Dec) Sept. 26, 1999 Sept 27, 1998 (Dec) -------------- -------------- ----- -------------- ------------- ----- Net Operating Revenues: Newspaper advertising $ 817,844 $ 707,347 15.6 $ 2,326,669 $ 2,124,016 9.5 Newspaper circulation 255,754 251,534 1.7 757,923 758,375 (0.1) Television 166,770 159,125 4.8 522,444 518,616 0.7 All other 53,193 49,825 6.8 152,082 149,581 1.7 ------------- ------------- ----- ------------- ------------ ----- Total 1,293,561 1,167,831 10.8 3,759,118 3,550,588 5.9 Operating Expenses: Cost of sales and operating expenses, exclusive of depreciation 659,654 625,258 5.5 1,916,068 1,867,228 2.6 Selling, general and administrative expenses, exclusive of depreciation 205,716 180,548 13.9 584,227 545,012 7.2 Depreciation 44,325 40,760 8.7 129,170 123,996 4.2 Amortization of intangible assets 30,500 22,482 35.7 76,584 65,946 16.1 ------------- ------------- ----- ------------- ------------ ----- Total 940,195 869,048 8.2 2,706,049 2,602,182 4.0 ------------- ------------- ----- ------------- ------------ ----- Operating income 353,366 298,783 18.3 1,053,069 948,406 11.0 ------------- ------------- ----- ------------- ------------ ----- Non-operating income (expense): Interest expense (26,474) (17,190) 54.0 (56,918) (60,767) (6.3) Other 1,588 (877) --- 59,261 308,977 (80.8) ------------- ------------- ----- ------------- ------------ ----- Total (24,886) (18,067) --- 2,343 248,210 (99.1) Income before income taxes 328,480 280,716 17.0 1,055,412 1,196,616 (11.8) Provision for income taxes 130,700 112,250 16.4 420,050 479,070 (12.3) ------------- ------------- ----- ------------- ------------ ----- Income from continuing operations 197,780 168,466 17.4 635,362 717,546 (11.5) Discontinued operations: Income from the operation of discontinued operations, net of tax 9,699 8,053 20.4 27,980 24,632 13.6 ------------- ------------- ----- ------------- ------------ ----- Net income $ 207,479 $ 176,519 17.5 $ 663,342 $ 742,178 (10.6) ============= ============= ===== ============= ============ ===== Earnings per share - basic Earnings from continuing operations $0.70 $0.59 18.6 $2.27 $2.52 (9.9) Earnings from discontinued operations Discontinued operations, net of tax $0.04 $0.03 33.3 $0.10 $0.09 11.1 ----- ----- ---- ----- ----- ----- Net income per share - basic $0.74 $0.62 19.4 $2.37 $2.61 (9.2) ===== ===== ==== ===== ===== ===== Earnings per share - diluted Earnings from continuing operations $0.70 $0.59 18.6 $2.25 $2.50 (10.0) Earnings from discontinued operations Discontinued operations, net of tax $0.04 $0.03 33.3 $0.10 $0.09 11.1 ----- ----- ---- ----- ----- ----- Net income per share - diluted $0.74 $0.62 19.4 $2.35 $2.59 (9.3) ===== ===== ==== ===== ===== ===== Note: This statement reflects the reclassification of the Cable and Security segment as a discontinued operation.
CONSOLIDATED STATEMENTS OF INCOME Gannett Co., Inc. and subsidiaries Unaudited, in thousands of dollars (except per share amounts) Thirteen weeks ended December 27, 1998 Net Operating Revenues: Newspaper advertising $ 818,979 Newspaper circulation 251,863 Television 202,682 All other 56,579 -------------- Total 1,330,103 Operating Expenses: Cost of sales and operating expenses, exclusive of depreciation 631,648 Selling, general and administrative expenses, exclusive of depreciation 197,526 Depreciation 39,780 Amortization of intangible assets 23,741 -------------- Total 892,695 -------------- Operating income 437,408 Non-operating income (expense): Interest expense (18,645) Other (3,654) -------------- Total (22,299) Income before income taxes 415,109 Provision for income taxes 166,230 -------------- Income from continuing operations 248,879 Discontinued operations: Income from the operation of discontinued operations, net of tax 8,856 -------------- Net income $ 257,735 ============== Earnings per share - basic Earnings from continuing operations $0.89 Earnings from discontinued operations Discontinued operations, net of tax $0.03 ----- Net income per share - basic $0.92 ===== Earnings per share - diluted Earnings from continuing operations $0.89 Earnings from discontinued operations Discontinued operations, net of tax $0.03 ----- Net income per share - diluted $0.92 ===== Note: This statement reflects the reclassification of the Cable and Security segment as a discontinued operation. CONSOLIDATED STATEMENTS OF INCOME Gannett Co., Inc. and subsidiaries Unaudited, in thousands of dollars (except per share amounts)
Fifty-two weeks ended Dec. 27, 1998 Dec. 28, 1997 Dec. 29, 1996 -------------- -------------- -------------- Net Operating Revenues: Newspaper advertising $ 2,942,995 $ 2,634,334 $ 2,417,550 Newspaper circulation 1,010,238 948,141 917,677 Broadcasting 721,298 703,558 686,936 All other 206,160 188,195 166,444 -------------- -------------- -------------- Total 4,880,691 4,474,228 4,188,607 Operating Expenses: Cost of sales and operating expenses, exclusive of depreciation 2,498,876 2,272,080 2,282,103 Selling, general and administrative expenses, exclusive of depreciation 742,538 706,201 664,462 Depreciation 163,776 152,964 147,721 Amortization of intangible assets 89,687 80,741 75,043 -------------- -------------- -------------- Total 3,494,877 3,211,986 3,169,329 -------------- -------------- -------------- Operating income 1,385,814 1,262,242 1,019,278 Non-operating income (expense): Interest expense (79,412) (91,725) (135,563) Other 305,323 (15,564) 155,825 -------------- -------------- -------------- Total 225,911 (107,289) 20,262 Income before income taxes 1,611,725 1,154,953 1,039,540 Provision for income taxes 645,300 473,600 442,900 -------------- -------------- -------------- Income from continuing operations 966,425 681,353 596,640 Discontinued operations: Income from the operation of discontinued operations, net of tax 33,488 31,326 51,867 Gain from the sale of discontinued operations, net of income tax 294,580 -------------- -------------- -------------- Total income from discontinued operations 33,488 31,326 346,447 -------------- -------------- -------------- Net income $ 999,913 $ 712,679 $ 943,087 ============== ============== ============== Earnings per share - basic Earnings from continuing operations $3.41 $2.41 $2.12 Earnings from discontinued operations: Discontinued operations, net of tax $0.12 $0.11 $0.18 Gain from sale of discontinued operations, net of tax $1.05 ----- ----- ----- Net income per share - basic $3.53 $2.52 $3.35 ===== ===== ===== Earnings per share - diluted Earnings from continuing operations $3.38 $2.39 $2.11 Earnings from discontinued operations: Discontinued operations, net of tax $0.12 $0.11 $0.18 Gain from sale of discontinued operations, net of tax $1.04 ----- ----- ----- Net income per share - diluted $3.50 $2.50 $3.33 ===== ===== ===== Note: This statement reflects the reclassification of the Cable and Security segment as a discontinued operation. Discontinued operations in 1996 also includes results from the outdoor advertising business and Multimedia Entertainment, both of which were sold in 1996.
BUSINESS SEGMENT INFORMATION Gannett Co., Inc. and Subsidiaries Unaudited, in thousands of dollars Thirteen weeks ended % Inc March 28, 1999 March 29, 1998 (Dec) -------------- -------------- ----- Operating Revenues: Newspaper publishing $ 1,024,745 $ 975,156 5.1 Television 161,194 160,692 0.3 ------------- ------------ ----- Total $ 1,185,939 $ 1,135,848 4.4 ============= ============ ===== Operating Income (net of depreciation and amortization): Newspaper publishing $ 247,675 $ 225,919 9.6 Television 65,717 65,967 (0.4) Corporate (16,800) (17,559) 4.3 ------------- ------------ ----- Total $ 296,592 $ 274,327 8.1 ============= ============ ===== Depreciation and Amortization: Newspaper publishing $ 47,697 $ 46,157 3.3 Television 15,708 14,955 5.0 Corporate 2,224 2,215 0.4 ------------- ------------ ----- Total $ 65,629 $ 63,327 3.6 ============= ============ ===== Operating Cash Flow: Newspaper publishing $ 295,372 $ 272,076 8.6 Television 81,425 80,922 0.6 Corporate (14,576) (15,344) 5.0 ------------- ------------ ----- Total $ 362,221 $ 337,654 7.3 ============= ============ ===== NOTES: Operating Cash Flow represents operating income for each of the Company's business segments plus related depreciation and amortization expense. This business segment information excludes the previously reported Cable and Security segment results which are now reported as a discontinued operation. BUSINESS SEGMENT INFORMATION Gannett Co., Inc. and Subsidiaries Unaudited, in thousands of dollars Thirteen weeks ended % Inc June 27, 1999 June 28, 1998 (Dec) -------------- -------------- ----- Operating Revenues: Newspaper publishing $ 1,085,138 $ 1,048,110 3.5 Television 194,480 198,799 (2.2) ------------- ------------ ----- Total $ 1,279,618 $ 1,246,909 2.6 ============= ============ ===== Operating Income (net of depreciation and amortization): Newspaper publishing $ 320,502 $ 287,570 11.5 Television 99,035 104,630 (5.3) Corporate (16,426) (16,904) 2.8 ------------- ------------ ----- Total $ 403,111 $ 375,296 7.4 ============= ============ ===== Depreciation and Amortization: Newspaper publishing $ 46,682 $ 46,113 1.2 Television 16,068 15,038 6.8 Corporate 2,550 2,222 14.8 ------------- ------------ ----- Total $ 65,300 $ 63,373 3.0 ============= ============ ===== Operating Cash Flow: Newspaper publishing $ 367,184 $ 333,683 10.0 Television 115,103 119,668 (3.8) Corporate (13,876) (14,682) 5.5 ------------- ------------ ----- Total $ 468,411 $ 438,669 6.8 ============= ============ ===== NOTES: Operating Cash Flow represents operating income for each of the Company's business segments plus related depreciation and amortization expense. This business segment information excludes the previously reported Cable and Security segment results which are now reported as a discontinued operation. BUSINESS SEGMENT INFORMATION Gannett Co., Inc. and Subsidiaries Unaudited, in thousands of dollars Thirteen weeks ended % Inc Sept. 26, 1999 Sept. 27, 1998 (Dec) -------------- -------------- ----- Operating Revenues: Newspaper publishing $ 1,126,791 $ 1,008,706 11.7 Television 166,770 159,125 4.8 ------------- ------------ ----- Total $ 1,293,561 $ 1,167,831 10.8 ============= ============ ===== Operating Income (net of depreciation and amortization): Newspaper publishing $ 304,676 $ 248,786 22.5 Television 65,773 66,507 (1.1) Corporate (17,083) (16,510) (3.5) ------------- ------------ ----- Total $ 353,366 $ 298,783 18.3 ============= ============ ===== Depreciation and Amortization: Newspaper publishing $ 56,789 $ 46,386 22.4 Television 15,522 14,643 6.0 Corporate 2,514 2,213 13.6 ------------- ------------ ----- Total $ 74,825 $ 63,242 18.3 ============= ============ ===== Operating Cash Flow: Newspaper publishing $ 361,465 $ 295,172 22.5 Television 81,295 81,150 0.2 Corporate (14,569) (14,297) (1.9) ------------- ------------ ----- Total $ 428,191 $ 362,025 18.3 ============= ============ ===== NOTES: Operating Cash Flow represents operating income for each of the Company's business segments plus related depreciation and amortization expense. This business segment information excludes the previously reported Cable and Security segment results which are now reported as a discontinued operation. BUSINESS SEGMENT INFORMATION Gannett Co., Inc. and Subsidiaries Unaudited, in thousands of dollars Thirty-nine weeks ended % Inc Sept. 26, 1999 Sept. 27, 1998 (Dec) -------------- -------------- ----- Operating Revenues: Newspaper publishing $ 3,236,674 $ 3,031,972 6.8 Television 522,444 518,616 0.7 ------------- ------------ ----- Total $ 3,759,118 $ 3,550,588 5.9 ============= ============ ===== Operating Income (net of depreciation and amortization): Newspaper publishing $ 872,853 $ 762,276 14.5 Television 230,524 237,104 (2.8) Corporate (50,308) (50,974) 1.3 ------------- ------------ ----- Total $ 1,053,069 $ 948,406 11.0 ============= ============ ===== Depreciation and Amortization: Newspaper publishing $ 151,168 $ 138,656 9.0 Television 47,298 44,636 6.0 Corporate 7,288 6,650 9.6 ------------- ------------ ----- Total $ 205,754 $ 189,942 8.3 ============= ============ ===== Operating Cash Flow: Newspaper publishing $ 1,024,021 $ 900,932 13.7 Television 277,822 281,740 (1.4) Corporate (43,020) (44,324) 2.9 ------------- ------------ ----- Total $ 1,258,823 $ 1,138,348 10.6 ============= ============ ===== NOTES: Operating Cash Flow represents operating income for each of the Company's business segments plus related depreciation and amortization expense. This business segment information excludes the previously reported Cable and Security segment results which are now reported as a discontinued operation. BUSINESS SEGMENT INFORMATION Gannett Co., Inc. and Subsidiaries Unaudited, in thousands of dollars Thirteen weeks ended Dec. 27, 1998 -------------- Operating Revenues: Newspaper publishing $ 1,127,421 Broadcasting 202,682 ------------- Total $ 1,330,103 ============= Operating Income (net of depreciation and amortization): Newspaper publishing $ 346,945 Broadcasting 106,408 Corporate (15,945) ------------- Total $ 437,408 ============= Depreciation and Amortization: Newspaper publishing $ 46,062 Broadcasting 15,387 Corporate 2,072 ------------- Total $ 63,521 ============= Operating Cash Flow: Newspaper publishing $ 393,007 Broadcasting 121,795 Corporate (13,873) ------------- Total $ 500,929 ============= NOTES: Operating Cash Flow represents operating income for each of the Company's business segments plus related depreciation and amortization expense. This business segment information excludes the previously reported Cable and Security segment results which are now reported as a discontinued operation. BUSINESS SEGMENT INFORMATION Gannett Co., Inc. and Subsidiaries Unaudited, in thousands of dollars Fifty-two weeks ended Dec. 27, 1998 Dec. 28, 1997 Dec. 29, 1996 ------------- ------------- ------------- Operating Revenues: Newspaper publishing $ 4,159,393 $ 3,770,670 $ 3,501,671 Broadcasting 721,298 703,558 686,936 ------------- ------------ ------------- Total $ 4,880,691 $ 4,474,228 $ 4,188,607 ============= ============ ============= Operating Income (net of depreciation and amortization): Newspaper publishing $ 1,109,221 $ 1,001,965 $ 786,235 Broadcasting 343,512 328,311 297,332 Corporate (66,919) (68,034) (64,289) ------------- ------------ ------------- Total $ 1,385,814 $ 1,262,242 $ 1,019,278 ============= ============ ============= Depreciation and Amortization: Newspaper publishing $ 184,718 $ 168,526 $ 161,886 Broadcasting 60,023 56,459 51,561 Corporate 8,722 8,720 9,317 ------------- ------------ ------------- Total $ 253,463 $ 233,705 $ 222,764 ============= ============ ============= Operating Cash Flow: Newspaper publishing $ 1,293,939 $ 1,170,491 $ 948,121 Broadcasting 403,535 384,770 348,893 Corporate (58,197) (59,314) (54,972) ------------- ------------ ------------- Total $ 1,639,277 $ 1,495,947 $ 1,242,042 ============= ============ ============= NOTES: Operating Cash Flow represents operating income for each of the Company's business segments plus related depreciation and amortization expense. This business segment information excludes the previously reported Cable and Security segment results which are now reported as a discontinued operation. EX-99.2 3 PRO FORMA FINANCIAL STATEMENTS Exhibit 99-2 UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME Gannett Co., Inc. and subsidiaries (in thousands of dollars, except per share data) Twenty-six Fifty-two weeks ended weeks ended June 27, 1999 Dec. 27, 1998 ------------- ------------- Net Operating Revenues: Newspaper advertising $ 1,734,077 $ 3,376,881 Newspaper circulation 532,725 1,072,548 Television 355,674 721,298 All other 105,623 216,752 ----------- ----------- Total 2,728,099 5,387,479 Operating Expenses: Cost of sales and operating expenses, exclusive of depreciation 1,383,889 2,727,999 Selling, general and administrative expenses, exclusive of depreciation 425,659 868,662 Depreciation 94,816 182,818 Amortization of intangible assets 66,714 131,739 ----------- ----------- Total 1,971,078 3,911,218 ----------- ----------- Operating income 757,021 1,476,261 Non-operating income (expense): Interest expense (71,117) (161,167) Other 57,039 286,005 ----------- ----------- Total (14,078) 124,838 Income before income taxes 742,943 1,601,099 Provision for income taxes 295,774 640,770 ----------- ----------- Income from continuing operations 447,169 960,329 Discontinued operations: Income from the operation of discontinued operations, net of income tax 18,230 33,458 ----------- ----------- Net income $ 465,399 $ 993,787 =========== =========== Earnings per share - basic Earnings from continuing operations $1.61 $3.39 Earnings from discontinued operations: Discontinued operations, net of tax $0.06 $0.12 ----- ----- Net income per share - basic $1.67 $3.51 ===== ===== Earnings per share - diluted Earnings from continuing operations $1.59 $3.36 Earnings from discontinued operations: Discontinued operations, net of tax $0.06 $0.12 ----- ----- Net income per share - diluted $1.65 $3.48 ===== ===== Note: These statements reflect reclassification of the Cable and Security segment as a discontinued operation. -----END PRIVACY-ENHANCED MESSAGE-----