Exhibit Index
begins on page 11
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
X Annual report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 [Fee Required] for the fiscal
year ended December 25, 1994 or
Transition report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 [No Fee Required] 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 Iden-
incorporation or organization) tification No.)
1100 Wilson Boulevard, Arlington, Virginia 22234
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code)
(703) 284-6000
Securities registered pursuant to
Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
Common Stock, Par Value $1.00 New York Stock Exchange
Securities registered pursuant
to Section 12(g) of the Act:
None
(Title of Class)
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 ____
<PAGE>
-2-
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of the voting stock held by non-
affiliates of the registrant as of March 3, 1995 was in excess of
$7,289,437,477.
The number of shares outstanding of the registrant's Common
Stock, Par Value $1.00, as of March 3, 1995 was 140,076,735.
Documents incorporated by reference.
(1) Portions of the registrant's Annual Report to
Shareholders for the fiscal year ended December 25, 1994 in Parts
I, II and III.
(2) Portions of the registrant's Proxy Statement issued in
connection with its Annual Meeting of Shareholders to be held on
May 2, 1995.
<PAGE>
-3-
CROSS REFERENCE SHEET
The information required in Parts I, II and III of the Form
10-K is incorporated by reference to sections of the Company's
1994 Annual Report to Shareholders ("Annual Report") and its
definitive Proxy Statement for the Annual Meeting of Shareholders
to be held May 2, 1995 ("Proxy Statement") as described below:
Part I
Item 1. Business. Form 10-K Information (Annual
Report pp. 47-55,58-59); Note 10 -
Business Segment Information
(Annual Report p. 42).
Item 2. Properties. Properties (Annual Report pp.
50, 51 and 53); Corporate
Facilities (Annual Report
p. 53); Markets We Serve
(Annual Report pp. 60-64).
Item 3. Legal Proceedings. Note 9 - Commitments,
Contingent Liabilities and
Other Matters (Annual Report
p. 42); Regulation (Annual
Report pp. 51, 52 and 53).
Item 4. Submission of Matters Not Applicable.
to a Vote of Security
Holders.
Part II
Item 5. Market for Registrant's Gannett Shareholder Services
Common Equity and (Annual Report inside back cover);
Related Stockholder Company Profile (Annual Report p. 1);
Matters. Gannett Common Stock Prices (Annual
Report p. 21); Dividends (Annual
Report p. 29).
Item 6. Selected Financial Eleven-Year Summary and Notes to
Data. Eleven-Year Summary (Annual Report
pp. 44-46).
Item 7. Management's Discussion Management's Discussion and
and Analysis of Analysis of Results of Operations
Financial Condition and and Financial Position (Annual Report
Results of Operations. pp. 22-29).
Item 8. Financial Statements Consolidated Financial
and Supplementary Data. Statements and
Notes to Consolidated
Financial State-
ments (Annual Report pp. 30-
42); Effects
of Inflation and Changing
Prices (Annual
Report p. 29); Quarterly
Statements of
Income (Annual Report pp. 56-
57).
<PAGE>
-4-
Item 9. Changes in and Disagree- None.
ments with Accountants
on Accounting and
Financial Disclosure.
Part III
Item 10. Directors and Executive Executive Officers of the
Officers of the Company are listed below:
Registrant.
Denise H. Bannister - Group President, Gannett Gulf
Coast Newspaper Group, and President and Publisher,
Pensacola News Journal.
Sara M. Bentley - Group President, Gannett Northwest
Newspaper Group, and President and Publisher,
Statesman Journal.
Thomas L. Chapple - General Counsel, Vice President,
and Secretary.
Susan Clark-Jackson - Senior Group President, Gannett
Pacific Newspaper Group, and President and
Publisher, Reno Gazette-Journal.
Michael J. Coleman - Senior Group President, Gannett
South Newspaper Group, and President and Publisher,
FLORIDA TODAY at Brevard County.
John J. Curley - Chairman, President, and Chief
Executive Officer.
Thomas Curley - President and Publisher, USA TODAY.
Philip R. Currie - Vice President, News, Gannett
Newspaper Division.
Donald W. Davidson - President, Gannett Outdoor Group.
Gerard R. DeFrancesco - President, Gannett Radio.
Millicent A. Feller - Senior Vice President, Public
Affairs and Government Relations.
Lawrence P. Gasho - Vice President, Financial Analysis.
George R. Gavagan - Vice President, Corporate
Accounting Services.
Madelyn P. Jennings - Senior Vice President, Personnel.
Douglas H. McCorkindale - Vice Chairman, and Chief
Financial and Administrative Officer.
Larry F. Miller - Senior Vice President, Financial
Planning, and Controller.
W. Curtis Riddle - Senior Group President, Gannett East
Newspaper Group, and President and Publisher, The
News Journal.
Carleton F. Rosenburgh - Senior Vice President, Gannett
Newspaper Division.
Gary F. Sherlock - Group President, Gannett Atlantic
Newspaper Group, and President and Publisher,
Gannett Suburban Newspapers.
Mary P. Stier - Group President, Gannett Midwest
Newspaper Group, and President and Publisher,
Rockford Register Star.
Jimmy L. Thomas - Senior Vice President, Financial
Services and Treasurer.
Ronald Townsend - President, Gannett Television.
Cecil L. Walker - President, Gannett Broadcasting
Division.
Gary L. Watson - President, Gannett Newspaper Division.
Susan V. Watson - Vice President, Investor Relations.
<PAGE>
-5-
Information concerning the Executive Officers of the
Company is included in the Annual Report on pages 18
through 19. Information concerning the Board of
Directors of the Company is incorporated by reference
to the Company's definitive Proxy Statement pursuant to
General Instruction G(3) to Form 10-K.
Item 11. Executive Compensation. Incorporated by reference to
the Company's definitive Proxy
Statement pursuant to General
Instruction G(3) to
Form 10-K.
Item 12. Security Ownership of Incorporated by
Certain reference to the
Beneficial Owners and Company's definitive Proxy
Management. Statement pursuant to
General Instruction G(3)
to Form 10-K.
Item 13. Certain Relationships Incorporated by
and Related reference to the
Transactions. Company's definitive Proxy
Statement
pursuant to General
Instruction G(3) to
Form 10-K.
<PAGE>
-6-
Part IV
Item 14. Exhibits, Financial Statement Schedules, and Reports
on Form 8-K.
(a) Financial Statements, Financial Statement Schedules
and Exhibits.
(1) Financial Statements.
The following financial statements of the Company and
the accountants' report thereon are included on pages
30 through 43 of the Company's 1994 Annual Report to
Shareholders and are incorporated herein by reference:
Consolidated Balance Sheets as of December 25, 1994
and December 26, 1993.
Consolidated Statements of Income - Fiscal Years
Ended December 25, 1994, December 26, 1993, and
December 27, 1992.
Consolidated Statements of Cash Flows - Fiscal
Years Ended December 25, 1994, December 26, 1993,
and December 27, 1992.
Consolidated Statements of Changes in Shareholders'
Equity - Fiscal Years Ended December 25, 1994,
December 26, 1993, and December 27, 1992.
Notes to Consolidated Financial Statements.
Report of Independent Accountants.
(2) Financial Statement Schedules.
The following financial statement schedules are
incorporated by reference to "Schedules to Form 10-K
Information" appearing on pages 58 through 59 of the
Company's 1994 Annual Report to Shareholders:
Schedule V - Property, Plant and Equipment.
Schedule VI - Accumulated Depreciation and
Amortization of Property, Plant and Equipment.
<PAGE>
-7-
Schedule VIII - Valuation and Qualifying Accounts.
Schedule X - Supplementary Income Statement
Information.
The Report of Independent Accountants on Financial
Statement Schedules appears on page 8 of this Annual
Report on Form 10-K.
Note: Financial statements of the registrant are
omitted as the registrant is primarily an operating
company and the aggregate of the minority interest in
and the debt of consolidated subsidiaries is not
material in relation to total consolidated assets.
All other schedules are omitted as the required
information is not applicable or the information is
presented in the consolidated financial statements or
related notes.
(3) Pro Forma Financial Information.
Not Applicable.
(4) Exhibits.
See Exhibit Index for list of exhibits filed with this
Annual Report on Form 10-K. Management contracts and
compensatory plans or arrangements are identified with
asterisks on the Exhibit Index.
(b) Reports on Form 8-K.
None.
<PAGE>
-8-
REPORT OF INDEPENDENT ACCOUNTANTS ON
FINANCIAL STATEMENT SCHEDULES
To the Board of Directors and Shareholders
of Gannett Co., Inc.
Our audits of the consolidated financial statements referred to
in our report dated January 26, 1995 appearing on page 43 of the
1994 Annual Report to Shareholders of Gannett Co., Inc. (which
report and consolidated financial statements are incorporated by
reference in this Annual Report on Form 10-K) also included an
audit of the Financial Statement Schedules listed in Item 14(a)
of this Form 10-K. In our opinion, these Financial Statement
Schedules present fairly, in all material respects, the
information set forth therein when read in conjunction with the
related consolidated financial statements.
s/ Price Waterhouse LLP
-----------------------
PRICE WATERHOUSE LLP
Washington, D.C.
January 26, 1995
<PAGE>
-9-
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Dated: February 21, 1995 GANNETT CO., INC.
(Registrant)
By s/ Douglas H. McCorkindale
--------------------------
Douglas H. McCorkindale,
Vice Chairman, and Chief
Financial and
Administrative Officer
Pursuant to the requirements of the Securities Exchange
Act of 1934, this report has been signed below by the following
persons on behalf of the registrant in the capacities and on the
dates indicated.
Dated: February 21, 1995 By s/ John J. Curley
-----------------
John J. Curley,
Director, and Chairman,
President and Chief Executive
Officer
Dated: February 21, 1995 By s/ Douglas H. McCorkindale
--------------------------
Douglas H. McCorkindale,
Director, and Vice Chairman,
and Chief Financial and
Administrative Officer
Dated: February 21, 1995 By s/ Larry F. Miller
------------------
Larry F. Miller,
Senior Vice President,
Financial Planning, and
Controller
Dated: February 21, 1995 By s/ Andrew F. Brimmer
--------------------
Andrew F. Brimmer, Director
Dated: February 21, 1995 By s/ Meredith A. Brokaw
---------------------
Meredith A. Brokaw, Director
<PAGE>
-10-
Dated: February 21, 1995 By s/ Rosalynn Carter
------------------
Rosalynn Carter, Director
Dated: February 21, 1995 By s/ Peter B. Clark
-----------------
Peter B. Clark, Director
Dated: February 21, 1995 By s/ Stuart T. K. Ho
------------------
Stuart T.K. Ho, Director
Dated: February 21, 1995 By
----------------------
Josephine P. Louis, Director
Dated: February 21, 1995 By s/ Rollan D. Melton
-------------------
Rollan D. Melton, Director
Dated: February 21, 1995 By s/ Thomas A. Reynolds
---------------------
Thomas A. Reynolds, Jr., Director
Dated: February 21, 1995 By s/ Carl T. Rowan
----------------
Carl T. Rowan, Director
Dated: February 21, 1995 By s/ Dolores D. Wharton
---------------------
Dolores D. Wharton, Director
<PAGE>
-11-
EXHIBIT INDEX
Exhibit
Number Exhibit Location
------- --------------------------- --------------------------------------
3-1 Second Restated Certificate Incorporated by reference to
of Incorporation of Gannett Exhibit 3-1 to
Co., Inc. Gannett Co., Inc's Form 10-K
for the fiscal
year ended December 26, 1993
("1993 Form 10-K").
Amendment to Restated Incorporated by reference to
Certificate of Incorporation. Exhibit 3-1
to the 1993 Form 10-K.
3-2 By-laws of Gannett Co., Inc. Incorporated by reference to Exhibit 3-2
to the 1993 Form 10-K.
4-1 $1,000,000,000 Revolving Incorporated by reference to Exhibit 4-1
Credit Agreement among to the 1993 Form 10-K.
Gannet Co., Inc. and the
Banks named therein.
4-2 Amendment Number One Incorporated by reference to Exhibit 4-2
to $1,000,000,000 Revolving to Gannett Co., Inc.'s Form 10-Q for the
Credit Agreement among fiscal quarter ended June 26, 1994.
Gannett Co., Inc. and the
Banks named therein.
4-3 Indenture dated as of Incorporated by reference to Exhibit 4-2
March 1, 1983 between to Gannett Co., Inc.'s Form
Gannett Co., Inc. 10-K for the fiscal
and Citibank, N.A., year ended December 29, 1985.
as Trustee.
4-4 First Supplemental Indenture Incorporated by reference to
dated as of November 5, 1986 Exhibit 4 to
among Gannett Co., Inc., Gannett Co., Inc.'s Form 8-K
Citibank, N.A., as Trustee, filed on
and Sovran Bank, N.A., as November 9, 1986.
Successor Trustee.
4-5 Rights Plan. Incorporated by reference to
Exhibit 1 to Gannett Co., Inc.'s
Form 8-K filed on May 23, 1990.
<PAGE>
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10-1 Employment Agreement dated Incorporated by reference to
December 7, 1992 between Gannett Co.,
Gannett Co., Inc. and Inc.'s Form 10-K for the fiscal
John J. Curley.* year ended
December 27, 1992 ("1992
Form 10-K").
10-2 Employment Agreement dated Incorporated by reference to
December 7, 1992 between the 1992 Form 10-K.
Gannett Co., Inc. and Douglas
H. McCorkindale.*
10-3 Agreement dated Attached.
January 3, 1995 between
Gannett Television and
CTR Productions, Inc.*
10-4 Gannett Co., Inc. 1978 Incorporated by
Executive Long-Term reference to Exhibit 10-3 to
Incentive Plan.* Gannett Co., Inc.'s Form 10-K
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.
10-5 Description of supplemental Incorporated by reference to
insurance benefits.* Exhibit 10-4 to
the 1993 Form 10-K.
10-6 Gannett Co., Inc. Incorporated by reference
Supplemental Retirement to Exhibit 10-8 to
Plan, as amended.* Gannett Co., Inc's Form 10-K
for the fiscal year ended
December 27, 1986 ("1986 Form 10-K").
<PAGE>
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10-7 Gannett Co., Inc. Retirement Incorporated by reference
Plan for Directors.* to Exhibit 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.
10-8 Gannett Co., Inc. 1987 Incorporated by reference
Deferred to Exhibit 10-8
Compensation Plan, to the 1993 Form 10-K.
as restated.
10-9 Gannett Co., Inc. Incorporated by reference
Transitional to Exhibit 10-13 to
Compensation Plan.* Gannett Co., Inc.'s Form 10-K
for the fiscal year ended
December 30, 1990.
11 Statement re computation of Attached.
earnings per share.
13 Portions of 1994 Attached.
Annual Report to
Shareholders incorporated
by reference.
21 Subsidiaries of Attached.
Gannett Co., Inc.
23 Consent of Independent Attached.
Accountants.
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.
Exhibit 10-3
AGREEMENT BETWEEN
GANNETT TELEVISION and CTR PRODUCTIONS, INC.
AGREEMENT made and entered into as of the third day of
January, 1995, by and between Gannett Television, ("Gannett")
with its principal office at 1100 Wilson Blvd. Arlington,
Virginia, and CTR Productions, Inc. ("Producer"), a corporation
organized under the laws of Washington, D.C., with its principal
office at 3116 Fessenden Street, NW, Washington, DC 20008.
WITNESSETH:
1. Producer agrees to cause Carl T. Rowan ("Artist") to
render the services hereinafter required of Artist in a timely
and professional manner in accordance with all terms, provisions
and conditions hereof.
2. Producer shall require Artist to appear live, or by
Artist's recorded performance, in the weekly news analysis series
entitled INSIDE WASHINGTON ("the Series"), or in the same program
series under a different title, for a total of 44 appearances a
year. Reappearances for retapings or live broadcasts shall not
constitute an appearance to be counted against the agreed upon
total of 44 appearances.
Artist will provide Gannett with adequate advance
notice of the dates which he will not appear on the Series.
3. This Agreement shall be in effect for a consecutive
period of two (2) years, commending January 1, 1995 and
continuing through December 31, 1996.
4. Gannett agrees to pay to Producer, and Producer agrees
to accept as full consideration for all services to be rendered
by Producer and Artist hereunder and all rights granted to
Gannett hereunder:
a. For the first year of this Agreement, January 1,
1995-December 31, 1995, the sum of Two Thousand Six Hundred
Dollars ($2,600) per appearance, for a total of One Hundred
Fourteen Thousand Dollars ($114,000), payable in equal monthly
installments; and
b. For the second year of this Agreement, January 1,
1996-December 31, 1996, the sum of Two Thousand Eight Hundred
Dollars ($2,800) per appearance, for a total of One Hundred
Twenty-Three Thousand Two Hundred Dollars ($123,200), payable in
equal monthly installments.
c. All checks are to be made payable to CTR
Productions, Inc., 3116 Fessenden Street, NW, Washington, DC
20008.
5. If this Agreement is terminated by Gannett, for any reason,
before the end date of this Agreement, Producer will be entitled
to receive a lump sum severance payment equal to the entirety of
the remaining salary due under the terms of this Agreement.
6. In addition to the foregoing payments, Gannett shall
disburse to Producer each month during the Term such sum as
Gannett would otherwise be required to contribute to the pension
and welfare fund of the American Federation of Television and
Radio Artists ("AFTRA") on behalf of Artist. Producer hereby
expressly assumes the obligation to remit such sum, in turn, to
AFTRA, and hereby agrees to indemnify and hold harmless Gannett
from any accountability therefor.
7. Producer warrants, represents and agrees that Artist is and
will remain a member in good standing of AFTRA throughout the
Term.
8. Producer warrants, represents and agrees that Producer
and/or Artist shall be responsible for such tax obligations as
may arise pursuant hereto, and that Producer and Artist will hold
Gannett harmless respecting all such tax obligations.
9. It is understood and agreed that, in consideration of the
sums to be remitted by Gannett to Producer, Gannett shall have
the right in perpetuity to broadcast or cause to be broadcast and
rebroadcast on television, cable and radio any of the appearances
and performances rendered by Artist hereunder without payment of
any additional sums and without frequency or territorial
limitation.
10. Producer and Artist agree that during the Term, or any
extension thereof, Artist's services on radio and television will
be exclusive to Gannett, provided, however, that Gannett agrees
that Artist shall be permitted to appear on competing and other
radio and television stations or programs for the purpose for
publicizing and promoting books and other publications authored
by Artist, or to promote Project Excellence, Artist's scholarship
program. Further, this Agreement will in no way limit Artist's
ability to continue indefinitely in whatever form Artist desires,
the regularly scheduled radio programs Artist currently performs
under sponsorship of the K-Mart Corporation, and, further, Artist
is in no way prohibited under this Agreement from appearing, as a
guest commentator, at Artist's sole discretion, on national
network originated news interview programs such as MEET THE
PRESS, THIS WEEK WITH DAVID BRINKLEY, and FACE THE NATION.
11. Producer certifies that Artist is entirely familiar with the
provisions of Section 317 and 508 of the Federal Communications
Act of 1934, as amended, certifies that Artist recognizes
Artist's responsibilities and personal liabilities thereunder,
and warrants that Artist will fully comply therewith throughout
the Term.
12. Neither Producer nor Gannett may assign this Agreement
without the prior written consent of the other.
13. This agreement sets forth the entire agreement and
understanding of the parties, and supersedes any prior or
contemporaneous understandings and agreements, whether written or
oral, with respect to the subject matter herein, and may only be
modified by a written instrument duly executed by each party.
IN WITNESS WHEREOF, the parties hereto, intending to be
legally bound hereby, have executed and delivered this Agreement
as of the date first set forth above.
CTR Productions, Inc. Gannett Television
By s/ Carl T. Rowan By s/ Ronald Townsend
---------------- ------------------
Carl T. Rowan Ronald Townsend
President President
1/3/95 1/30/95
<PAGE>
CERTIFICATE
In consideration of Gannett Television entering into that
certain agreement ("Agreement") of January 3, 1995 with CTR
Productions, Inc., I, Carl T. Rowan, do hereby consent, confirm
and agree as follows:
1. That CTR Productions, Inc. ("Producer") has full power
and authority from me to enter into the Agreement and obligate me
to perform the services required of me thereunder, and to grant,
release and assign any rights, property and interest as set forth
in the Agreement.
2. That all representations and warranties made by
Producer in the Agreement concerning me are true and correct as
of the date hereof.
3. That I shall comply with all terms and conditions of
the Agreement, and shall faithfully fulfill by responsibilities
and obligations thereunder to the best of my ability.
4. That all monies due under the Agreement are to be
remitted directly and solely to Producer, and that the remission
of such monies to Producer in accordance with the Agreement will
relieve and discharge Gannett Television of any obligations it
might otherwise have to me, to AFTRA, and/or any other entity by
reason of the services to be rendered to me under the Agreement.
s/ Carl T. Rowan
----------------
Carl T. Rowan
Date: January 3, 1995
<TABLE>
GANNETT CO., INC.
Calculation of Earnings Per Share
--------------------------------
<CAPTION>
Fiscal Year Ended
------------------------------------------
December 25, December 26, December 27,
1994 1993 1992
------------- ------------- -------------
<S> <C> <C> <C>
Income before cumulative effect of
accounting principle changes $465,399,000 $397,752,000 $345,680,000
Cumulative effect on prior years of
accounting principle changes for:
Income taxes 34,000,000
Retiree health and life
insurance benefits (180,000,000)
------------- ------------- -------------
Total (146,000,000)
------------- ------------- -------------
Net Income $465,399,000 $397,752,000 $199,680,000
============= ============= =============
Earnings per share:
Before cumulative effect of
accounting principle changes $3.23 $2.72 $2.40
Cumulative effect of
accounting principle changes (1.01)
------------- ------------- -------------
Net income per share $3.23 $2.72 $1.39
============= ============= =============
Weighted average number of common
shares outstanding 144,276,000 146,474,000 144,148,000
============= ============= =============
</TABLE>
-1-
Company profile
Gannett Co., Inc. is a diversified news and information company
that publishes newspapers, operates broadcasting stations and
outdoor advertising businesses, and is engaged in research,
marketing, commercial printing, a newswire service, data services
and news programming. The company has facilities in 41 states,
the District of Columbia, Canada, Guam, the U.S. Virgin Islands,
Great Britain, Switzerland and Hong Kong.
Gannett's is the largest U.S. newspaper group, with 82 daily
newspapers, including USA TODAY, more than 50 non-daily
publications and USA WEEKEND, a weekly newspaper magazine. Total
average paid daily circulation of Gannett's daily newspapers in
1994 exceeded 6.3 million, more than any other newspaper group.
Gannett owns and operates 10 television stations and six FM
and five AM radio stations in major markets. Gannett Outdoor
Group is the largest outdoor advertising group in North America,
with operations in 11 states and Canada.
Gannett was founded by Frank E. Gannett in 1906 and
incorporated in 1923. The company went public in 1967. Its nearly
140 million shares of common stock are held by more than 14,000
shareholders of record in all 50 states and abroad. The company
has 36,000 employees. Corporate headquarters is located at
Arlington, Va.
<PAGE>
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Board of Directors
John J. Curley
Chairman, president and chief executive officer, Gannett Co.,
Inc. Formerly: President and chief executive officer, Gannett
Co., Inc. (1986-89); president and chief operating officer
(1984-86). Other directorships: Dickinson College Board of
Trustees. Age 56. Term expires in 1996. (b,d,g,h)
Andrew F. Brimmer
President, Brimmer & Company, Inc. Other directorships: Airborne
Express; BankAmerica Corporation and Bank of America NT&SA;
BellSouth Corporation; BlackRock Investment Income Trust, Inc.
(and other Funds); Brimmer & Company, Inc.; Carr Realty
Corporation; Connecticut Mutual Life Insurance Company; E.I.
duPont de Nemours & Company; Navistar International Corporation;
PHH Corporation; and trustee of the College Retirement Equities
Fund. Age 68. Term expires in 1995. (a,f)
Meredith A. Brokaw
President, Penny Whistle Toys, Inc., New York City, and author of
seven children's books. Other directorships: Conservation
International, Washington, D.C. Age 54. Term expires in 1996.
(b,d,f)
Rosalynn Carter
Author and businesswoman. Formerly: First Lady (1977-81). Other
directorships: Carter Presidential Center; Friendship Force
International; adviser, Habitat for Humanity, Inc.; trustee, The
Menninger Foundation. Age 67. Term expires in 1997. (b,e,h)
Peter B. Clark
Former chairman, president and chief executive officer, The
Evening News Association (1969-86). Formerly: Regents professor,
Graduate School of Management, University of California at Los
Angeles (1987). Other directorships: Trustee, Harper-Grace
Hospital. Age 66. Term expires in 1996. (c,f)
Stuart T.K. Ho
Chairman of the board and president, Capital Investment of
Hawaii, Inc., and chairman of the board of Gannett Pacific
Corporation, publisher of the Company's Honolulu Advertiser and
the Pacific Daily News at Agana, Guam. Other directorships: Aloha
Airgroup, Inc.; Bancorp Hawaii, Inc.; College Retirement Equities
Fund; Capital Investment of Hawaii, Inc. Age 59. Term expires in
1995. (a,b,e)
Josephine P. Louis
Chairman and chief executive officer, Eximious Inc., and chairman
and chief executive officer, Eximious Ltd. Other directorships:
HDO Productions, Inc.; trustee, Chicago Horticultural Society;
trustee, Chicago Historical Society. Age 64. Term expires in
1996. (b,f)
Douglas H. McCorkindale
Vice chairman and chief financial and administrative officer,
Gannett Co., Inc. Formerly: Vice chairman and chief financial
officer, Gannett Co., Inc. (1984-85). Other directorships:
Frontier Corporation;
<PAGE>
-17-
Continental Airlines, Inc.; and seven funds
which are part of the Prudential group of mutual funds. Age 55.
Term expires in 1995. (b,g,h)
Rollan D. Melton
Chairman and chief executive officer of Speidel Newspapers Inc.,
and columnist, Reno (Nev.) Gazette-Journal. Other directorships:
National Judicial College; John Ben Snow Trust and Foundation.
Age 63. Term expires in 1995. (e,h)
Thomas A. Reynolds Jr.
Chairman emeritus of Chicago law firm of Winston & Strawn. Other
directorships: Jefferson Smurfit Group; Union Pacific Corp. Age
66. Term expires in 1997. (a,b,c)
Carl T. Rowan
President, CTR Productions Inc.; author and lecturer; columnist,
King Features and the Chicago Sun-Times; television and radio
commentator. Age 69. Term expires in 1997. (d,e)
Dolores D. Wharton
Chairman and CEO, Fund for Corporate Initiatives, Inc. Other
directorships: COMSAT Corporation; Kellogg Company. Age 67. Term
expires in 1997. (c,h)
(a) Member of Audit Committee.
(b) Member of Executive Committee.
(c) Member of Executive Compensation Committee.
(d) Member of Management Continuity Committee.
(e) Member of Public Responsibility Committee.
(f) Member of Personnel Practices Committee.
(g) Member of Gannett Management Committee.
(h) Member of Contributions Committee.
<PAGE>
-18-
Company and Divisional Officers
Gannett's principal management group is the Gannett Management
Committee, which coordinates overall management policies for the
Company. The members are identified below and on the previous
pages.
The managers of the Company's various local operating units
enjoy substantial autonomy in local policy, operational details,
news content and political endorsements.
The Company's corporate headquarters staff includes
specialists who provide advice and assistance to the Company's
operating units in various phases of the Company's operations.
Below are brief descriptions of the business experience
during the last five years of the officers of the Company and the
heads of its national and regional divisions. Officers serve for
a term of one year and may be re-elected. Information about the
two officers who serve as directors (John J. Curley and Douglas
H. McCorkindale) can be found on pages 16-17.
Christopher W. Baldwin, Vice president, taxes. Formerly:
Director, taxes (1979-1993). Age 51.
Denise H. Bannister, President, Gannett Gulf Coast Newspaper
Group, and president and publisher, Pensacola (Fla.) News
Journal. Formerly: Vice president, Gannett South Newspaper
Group, and president and publisher, Pensacola News Journal
(1991-1994); vice president, Gannett East Newspaper Group
(1990-1991), and president and publisher, The Herald-Dispatch,
Huntington, W. Va. (1989-1991). Age 44.
Sara M. Bentley, President, Gannett Northwest Newspaper Group,
and president and publisher, Statesman Journal, Salem, Ore.
Formerly: President and publisher, Statesman Journal (1988-1994).
Age 43.
Thomas L. Chapple, General counsel and secretary. Formerly: Vice
president, associate general counsel and secretary (1981-1991).
Age 47.
Richard L. Clapp, Vice president, compensation and benefits. Age
54.
Susan Clark-Jackson, Senior group president, Gannett Pacific
Newspaper Group, and president and publisher, Reno (Nev.)
Gazette-Journal. Formerly: President, Gannett West Newspaper
Group, and president and publisher, Reno Gazette-Journal
(1985-1994). Age 48.
Michael J. Coleman, Senior group president, Gannett South
Newspaper Group, and president and publisher, FLORIDA TODAY at
Brevard County. Formerly: President, Gannett South Newspaper
Group, and president and publisher, FLORIDA TODAY (1991-1994);
president, Gannett Central Newspaper Group, and president and
publisher, Rockford (Ill.) Register Star (1986-1991). Age 51.
Thomas Curley, President and publisher, USA TODAY. Formerly:
President and chief operating officer, USA TODAY (1986-1991).
Thomas Curley is the brother of John J. Curley. Age 46.*
Philip R. Currie, Vice president, news, Newspaper Division. Age
53.
Donald W. Davidson, President, Gannett Outdoor Group. Age 56.*
Gerry DeFrancesco, President, Gannett Radio. Formerly: President
and general manager, KIIS/KIIS-FM at Los Angeles (1991-1992);
executive vice president, Gannett Radio, and vice president and
station manager, KIIS/KIIS-FM (1991); vice president and
operations manager, Pyramid Broadcasting, Philadelphia, Pa.
(1990-1991); vice president and station manager, KIIS/KIIS-FM
(1989-1990).
Age 40.
Millicent A. Feller, Senior vice president, public affairs and
government relations. Formerly: Vice president, public affairs
and government relations (1986-1991). Age 47.*
<PAGE>
-19-
Lawrence P. Gasho, Vice president, financial analysis. Age 52.
George R. Gavagan, Vice president, corporate accounting services.
Formerly: Assistant controller (1986-1993). Age 48.
Dale Henn, Assistant treasurer. Formerly: Director, capital
appropriations (1987-1994). Age 43.
John B. Jaske, Senior vice president, labor relations and
assistant general counsel. Formerly: Vice president, labor
relations and assistant general counsel (1980-1991). Age 50.
Madelyn P. Jennings, Senior vice president, personnel. Age 60.*
Kristin H. Kent, Vice president, senior legal counsel. Formerly:
Senior legal counsel (1986-1993). Age 44.
Gracia C. Martore, Vice president, treasury services. Formerly:
Assistant treasurer (1985-1993). Age 43.
William Metzfield, President, Gannett Supply Corp., and vice
president, purchasing, Gannett Co., Inc. Age 53.
Larry F. Miller, Senior vice president, financial planning and
controller. Formerly: Vice president, financial planning and
controller (1986-1991). Age 56.*
W. Curtis Riddle, Senior group president, Gannett East Newspaper
Group, and president and publisher, The News Journal, Wilmington,
Del. Formerly: President, East Newspaper Group, and president and
publisher, Lansing (Mich.) State Journal (1993-1994); president,
Gannett Central Newspaper Group (1991-1993), and president and
publisher, Lansing State Journal (1990-1993); vice president,
Gannett Central Newspaper Group (1989-1991); president and
publisher, Lafayette (Ind.) Journal and Courier (1988-1990). Age
43.
Carleton F. Rosenburgh, Senior vice president, Gannett Newspaper
Division. Formerly: Vice president, circulation (1986-1991). Age
55.
Gary F. Sherlock, President, Gannett Atlantic Newspaper Group,
and president and publisher, Gannett Suburban Newspapers.
Formerly: Vice president, Gannett Metro Newspaper Group, and
president and publisher, Gannett Suburban Newspapers (1990-1994);
executive vice president, advertising, Newspaper Division
(1988-90); president, Gannett National Newspaper Sales (1986-90).
Age 49.
Mary P. Stier, President, Gannett Midwest Newspaper Group, and
president and publisher, Rockford (Ill.) Register Star. Formerly:
Vice president, Gannett Central Newspaper Group (1990-1993), and
president and publisher, Rockford Register Star (1991-1993);
publisher, Iowa City Press-Citizen (1987-1991). Age 37.
Jimmy L. Thomas, Senior vice president, financial services and
treasurer. Formerly: Vice president, financial services and
treasurer (1980-1991). Age 53.*
Ronald Townsend, President, Gannett Television. Age 53.*
Wendell J. Van Lare, Vice president, senior labor counsel.
Formerly: Director, labor relations (1980-1993). Age 49.
Cecil L. Walker, President, Gannett Broadcasting Division. Age
58.*
Barbara W. Wall, Vice president, senior legal counsel. Formerly:
Senior legal counsel (1990-1993); assistant general counsel
(1985-1990). Age 40.
Gary L. Watson, President, Gannett Newspaper Division. Formerly:
President, Gannett Community Newspaper Group (1985-1990). Age
49.*
Susan V. Watson, Vice president, investor relations. Age 42.
* Member of the Gannett Management Committee.
<PAGE>
-21-
Gannett common stock prices
Restated to reflect the 2-for-1 stock split effective January 6,
1987. High-low range by quarters based on the NYSE-composite closing
prices.
Year Quarter Low High
------ --------- --------- ---------
1984 first $16.88 $21.69
second $18.13 $21.63
third $19.44 $23.69
fourth $21.38 $25.25
1985 first $23.57 $29.38
second $27.38 $31.50
third $27.25 $32.88
fourth $26.63 $31.25
1986 first $29.63 $37.00
second $34.25 $43.56
third $33.19 $42.75
fourth $33.88 $38.25
1987 first $35.94 $49.63
second $43.75 $54.88
third $48.50 $55.25
fourth $31.75 $52.75
1988 first $33.75 $39.50
second $29.38 $35.63
third $30.50 $34.25
fourth $32.38 $35.00
1989 first $34.63 $38.25
second $36.63 $48.50
third $43.64 $49.88
fourth $39.50 $45.25
1990 first $39.50 $44.38
second $35.50 $42.25
third $29.88 $37.50
fourth $30.63 $37.75
1991 first $35.75 $42.63
second $39.75 $44.38
third $39.38 $46.63
fourth $35.88 $42.25
1992 first $42.25 $47.88
second $41.50 $49.13
third $43.88 $48.25
fourth $46.00 $53.63
1993 first $50.63 $55.38
second $47.50 $54.75
third $47.75 $51.38
fourth $47.50 $58.13
1994 first $53.38 $58.38
second $50.63 $54.88
third $48.38 $51.63
fourth $46.75 $53.38
1995 first $50.13 $55.00 *
* through February 28, 1995
<PAGE>
-22-
Management's responsibility for financial statements
The management of the Company has prepared and is responsible for
the consolidated financial statements and related financial
information included in this report. These financial statements
were prepared in accordance with generally accepted accounting
principles. These financial statements necessarily include
amounts determined using management's best judgments and
estimates.
The Company's accounting and other control systems provide
reasonable assurance that assets are safeguarded and that the
books and records reflect the authorized transactions of the
Company. Underlying the concept of reasonable assurance is the
premise that the cost of control not exceed the benefit derived.
Management believes that the Company's accounting and other
control systems appropriately recognize this cost/benefit
relationship.
The Company's independent accountants, Price Waterhouse LLP,
provide an independent assessment of the degree to which
management meets its responsibility for fairness in financial
reporting. They regularly evaluate the Company's system of
internal accounting control and perform such tests and other
procedures as they deem necessary to reach and express an opinion
on the financial statements. The Price Waterhouse LLP report
appears on page 43.
The Audit Committee of the Board of Directors is responsible
for reviewing and monitoring the Company's financial reports and
accounting practices to ascertain that they are appropriate in
the circumstances. The Audit Committee consists of three
non-management directors, and meets to discuss audit and
financial reporting matters with representatives of financial
management, the internal auditors and the independent
accountants. The internal auditors and the independent
accountants have direct access to the Audit Committee to review
the results of their examinations, the adequacy of internal
accounting controls and the quality of financial reporting.
John J. Curley Douglas H. McCorkindale
Chairman, President and Vice Chairman, Chief Financial
Chief Executive Officer and Administrative Officer
Management's discussion and analysis of results of operations and
financial position
Basis of reporting
Following is a discussion of the key factors which have affected
the Company's business over the last three years. This commentary
should be read in conjunction with the Company's financial
statements, the 11-year summary of operations and the Form 10-K
information that appear in the following sections of this report.
The Company's fiscal year ends on the last Sunday of the calendar
year. Each of its fiscal years 1992-1994 encompasses a 52-week
period.
Acquisitions and dispositions
In May 1994, the Company purchased Nursing Spectrum, which
publishes a group of biweekly periodicals specializing in
advertising for nursing employment. In December 1994, the Company
purchased television station KTHV-TV in Little Rock, a CBS
affiliate.
These acquisitions were accounted for under the purchase
method of accounting, and consideration paid included cash and
shares of the Company's common stock. The acquisitions were not
material to the Company's financial position or results of
operations.
In November 1994, the Company sold its newspaper in
Stockton, Calif., and realized a gain which is reflected in
non-operating income.
Changes in accounting principles
In 1992, the Company adopted the provisions of Statement of
Financial Accounting Standards No. 106, "Employers' Accounting
for Postretirement Benefits Other Than Pensions" (SFAS 106), and
Statement of Financial Accounting Standards No. 109, "Accounting
for Income Taxes" (SFAS 109).
Under the provisions of SFAS 106, the Company is required to
recognize the cost of postretirement medical and life insurance
benefits on an accrual basis over the working lives of employees
expected to receive such benefits. Prior to the adoption of SFAS
106, the Company recognized the cost of these benefits as
payments were made on behalf of retirees.
As permitted under SFAS 106, the Company recognized the
Accumulated Postretirement Benefit Obligation as of the beginning
of fiscal 1992 of $295 million as a change in accounting
principle. On an after-tax basis, this non-cash charge was $180
million or $1.25 per share.
Under the provisions of SFAS 109, the Company adjusted
previously recorded deferred taxes to reflect currently enacted
statutory tax rates. The Company has reflected the cumulative
effect of adopting SFAS 109 as a change in accounting principle
<PAGE>
-23-
at the beginning of fiscal 1992. This adjustment was recorded as
a non-cash credit to earnings of $34 million or $.24 per share.
Prior years' financial statements were not restated.
Results of operations
Consolidated summary
In millions of dollars
1994 Change 1993 Change 1992 Change
--------- -------- --------- -------- --------- -------
Operating revenues $3,825 5% $3,642 5% $3,469 3%
Operating income $813 14% $714 16% $617 10%
Income before
cumulative effect
of accounting changes $465 17% $398 15% $346 15%
Net income $465 17% $398 99% $200 -34%
A discussion of the operating results of each of the Company's
principal business segments and other factors affecting financial
results follows.
Newspapers
In addition to its local newspapers, the Company's newspaper
publishing operations include USA TODAY, USA WEEKEND and Gannett
Offset commercial printing. Newspaper publishing operating
results were as follows:
In millions of dollars
1994 Change 1993 Change 1992 Change
--------- -------- ------- -------- ------- -------
Revenues $3,177 5% $3,014 5% $2,858 3%
Expenses $2,443 5% $2,337 4% $2,250 1%
--------- -------- ------- -------- ------- -------
Operating income $734 8% $677 11% $608 12%
========= ======== ======= ======== ======= =======
Newspaper operating revenues: Newspaper operating revenues
are derived principally from advertising and circulation sales,
which accounted for 68% and 27%, respectively, of total newspaper
revenue in 1994. Other newspaper publishing revenues are mainly
from commercial printing business.
The table below presents these components of reported
revenue for the last three years:
Newspaper publishing revenues, in millions of dollars
1994 Change 1993 Change 1992 Change
--------- -------- --------- -------- --------- --------
Advertising $2,153 7% $2,005 7% $1,882 2%
Circulation $849 1% $839 4% $807 4%
Commercial printing
and other $175 3% $170 1% $169 23%
--------- -------- --------- -------- --------- --------
Total $3,177 5% $3,014 5% $2,858 3%
========= ======== ========= ======== ========= ========
In the tables that follow, newspaper advertising linage,
circulation volume statistics and related revenue results are
presented on a pro forma basis for newspapers owned at the end of
1994.
Advertising revenue, in millions of dollars (pro forma)
1994 Change 1993 Change 1992 Change
--------- -------- --------- -------- --------- --------
Local $798 2% $784 1% $775 -
National $320 11% $289 4% $278 8%
Classified $684 13% $604 7% $567 3%
--------- -------- --------- -------- --------- --------
Total Run-of-Press $1,802 7% $1,677 4% $1,620 2%
Preprint and other
advertising $336 4% $325 9% $298 8%
--------- -------- --------- -------- --------- --------
Total ad revenue $2,138 7% $2,002 4% $1,918 3%
========= ======== ========= ======== ========= ========
Advertising linage, in millions of inches (pro forma)
1994 Change 1993 Change 1992 Change
--------- -------- --------- -------- --------- --------
Local 31.5 - 31.7 -1% 32.1 -2%
National 2.1 8% 2.0 -1% 2.0 -7%
Classified 30.9 8% 28.6 6% 27.1 5%
--------- -------- --------- -------- --------- --------
Total Run-of-Press 64.5 4% 62.2 2% 61.1 1%
Preprint 66.8 5% 63.5 9% 58.5 9%
--------- -------- --------- -------- --------- --------
Total ad linage 131.4 4% 125.8 5% 119.6 5%
========= ======== ========= ======== ========= ========
Reported newspaper advertising revenues rose $148 million or
7% in 1994. On a pro forma basis, ad revenues also reflect a 7%
increase.
"Run-of-Press" (ROP) ad linage, which appears within the
bodies of the Company's newspapers, was 4% higher than in 1993.
Classified linage growth of 8% was broad-based and translated to
a 13% increase in revenues. In the classified category, gains in
employment advertising were strongest, followed by significant
improvement in automotive.
National ROP advertising volume rose 8% and related revenues
increased 11%, reflecting gains at USA TODAY, USA WEEKEND and at
most of the Company's local newspapers, with particularly strong
improvement in the South and Gulf Coast groups, which benefited
from advertising related to new casino operations.
For local ROP advertising, linage was even with 1993, while
revenues rose 2%. Business conditions for local retail
advertisers improved in 1994 in much of the country, offsetting
lagging demand in the East and Atlantic groups.
Preprint linage, which includes local and national
supplements inserted into the Company's newspapers, rose 5% for
the year.
<PAGE>
-24-
A growing national economy which improved consumer
confidence, coupled with the Company's efforts to enhance the
value of its advertising services and expand its advertiser base,
contributed to the growth in overall ad volume and revenues. At
USA TODAY, ad linage rose 1% and ad revenues rose 7%.
Looking to 1995, the Company expects further but slower
newspaper ad revenue growth.
In millions, as reported
Newspaper
advertising
Year revenues
--------------------
1985 $1,214
1986 $1,589
1987 $1,787
1988 $1,909
1989 $2,018
1990 $1,917
1991 $1,853
1992 $1,882
1993 $2,005
1994 $2,153
Newspaper circulation revenues rose $11 million or 1% in
1994.
Morning newspaper circulation in total rose 1% for the year,
reflecting gains at 28 of 49 newspapers. Evening newspaper
circulation continued to decline, reflecting the national trend.
In total, evening circulation was off 2% as 19 of 32 newspapers
reported lower volume. For the Company's 66 Sunday newspapers,
total circulation was 1% lower compared to 1993, as 25 newspapers
reported gains and 41 reported lower volume.
For 1995, the Company expects modest circulation growth for
its local morning newspapers and its Sunday newspapers. Further
declines in afternoon circulation are expected. The Company plans
to implement selective circulation price increases again in 1995
where conditions warrant.
USA TODAY reported an average daily paid circulation of
2,009,523 in the ABC Publisher's statement for the six months
ended September 25, 1994, which, subject to audit, is a 2%
increase over the year-ago period. For the full year, USA TODAY
circulation volume and revenue increased 1%.
Pro forma circulation volume for the Company's local
newspapers is summarized in the table below:
Average net paid circulation, in thousands
1994 Change 1993 Change 1992 Change
--------- -------- --------- -------- --------- --------
Local Newspaper
Morning 3,101 1% 3,083 - 3,072 1%
Evening 1,176 -2% 1,203 -4% 1,247 -3%
--------- -------- --------- -------- --------- --------
Total daily 4,277 - 4,286 -1% 4,319 -
Sunday 6,044 -1% 6,103 - 6,083 1%
Newspaper advertising revenues increased $123 million or 7%
in 1993. On a pro forma basis, which reflects the purchase of the
Honolulu Advertiser as if it occurred at the beginning of 1992,
newspaper ad revenues rose $82 million or 4%. Total advertising
linage rose 5% for the year. ROP advertising linage was 1% higher
than 1992. ROP classified increased 5%, while local and national
linage declined 2% and 1%, respectively. Preprint linage rose 8%
for the year. At USA TODAY, ad revenues and linage rose 9%.
Newspaper circulation revenues rose $32 million or 4% for
1993. On a pro forma basis, circulation revenues rose 2%. The
Company continued its efforts to increase circulation and
household penetration at all of its local daily and Sunday
newspapers. Average paid circulation grew at 49% of the Company's
daily newspapers and 57% of its Sunday newspapers in 1993.
The decline in overall daily circulation in 1993 was
principally among the Company's afternoon newspapers, including
The Detroit News, for which circulation declined 7%. The Company
increased circulation prices at certain of its local newspapers
during 1993.
USA TODAY reported an average daily paid circulation of
1,973,296 in the ABC Publisher's statement for the six months
ended September 26, 1993, a 2.5% increase over the prior year.
For the full year, USA TODAY circulation volume increased nearly
2% and circulation revenues grew 2%.
Newspaper advertising revenues increased $29 million or 2%
in 1992. On a pro forma basis, newspaper advertising revenues
rose $52 million or 3% in 1992. Total advertising linage rose 4%
for the year. ROP advertising linage was even with 1991. ROP
local linage declined 3% and national linage declined 9%, while
classified linage increased 4%. Preprint linage rose 9% for the
year. At USA TODAY, ad revenues rose 5% and linage rose 4%.
Newspaper circulation revenues rose $30 million or 4% for
1992. On a pro forma basis, circulation revenues rose 5%. The
Company increased circulation at most of its local daily and
Sunday newspapers. USA TODAY reported an average daily paid
circulation of 1,924,958 in the ABC Publisher's Statement for the
six months ended September 27, 1992, a 6% increase over the
comparable period of 1991. Circulation revenues at USA TODAY rose
6% in 1992.
<PAGE>
-25-
In millions, as reported
Newspaper
circulation
Year revenues
------ -------------
1985 $465
1986 $576
1987 $645
1988 $686
1989 $718
1990 $730
1991 $777
1992 $807
1993 $839
1994 $849
Newspaper operating expenses: Newspaper operating expenses
rose $107 million or 5% in 1994. Newsprint costs rose 1%, which
reflects increased consumption and slightly lower average prices.
Newsprint suppliers began raising prices in the second half of
1994. At year-end, the cost of newsprint was up 12% from the end
of 1993. Suppliers have implemented or announced further
increases to take effect at various times in 1995, which will
raise prices at least 40% from 1994 year-end price levels.
Payroll costs for newspaper operations rose 3%. Year-end
employment levels were down slightly, due in part to the sale of
the Company's newspaper in Stockton. Newspaper payroll costs
include increased sales costs associated with the growth in
advertising revenues. Employment levels are expected to decline
slightly in 1995.
Newspaper operating expenses rose $86 million or 4% in 1993.
On a pro forma basis, operating expenses rose 3%. Newsprint costs
rose 3% for the year, reflecting higher prices and higher
consumption. Payroll costs for the newspaper segment rose 3% for
the year. Year-end employment levels declined slightly from 1992.
Newspaper operating expenses rose $28 million or 1% in 1992.
Newsprint costs declined 15%, reflecting significantly lower
average prices for the year, and slightly higher consumption.
Payroll costs for the newspaper segment rose 5% for 1992.
Year-end employment levels were up slightly.
Newspaper operating income: Operating income for the
newspaper segment rose $57 million or 8% in 1994. Advertising
revenue gains at virtually all of the Company's newspaper
operations, led principally by classified advertising, provided
the impetus for the profit gains. Most of the Company's local
newspapers reported higher earnings in 1994. USA TODAY earnings
rose on an advertising revenue increase of 7%.
For 1995, the Company believes that continued growth in ad
revenues along with selective circulation price increases and
cost containment and reduction efforts, will more than offset the
effect of expected newsprint price increases. Accordingly,
further gains in newspaper operating profits are anticipated in
1995.
Operating income for newspapers rose $70 million or 11% in
1993. Revenue gains at most local newspapers, led by
classified advertising, coupled with modest growth in costs,
anchored the strong performance. Most of the Company's local
newspapers reported higher earnings in 1993, with the larger
newspapers posting the strongest gains.
USA TODAY recorded its first annual profit in 1993, fueled
by a 9% increase in advertising revenues and effective controls
over costs, which declined slightly.
Operating income for the newspaper segment for 1992
increased $63 million or 12% over 1991. Lower newsprint costs and
the favorable effects of the sale of the Arkansas Gazette in 1991
contributed to the improvement. Many of the Company's local
newspapers reported profit gains in 1992. USA TODAY, USA WEEKEND
and Gannett Offset also reported improved financial results for
the year.
Broadcasting
Broadcasting operations at the end of the Company's 1994
fiscal year included 10 television stations (including KTHV-TV in
Little Rock, acquired December 1, 1994) and 11 radio stations.
Over the last three years, the Company's broadcasting
revenues, expenses and operating income were as follows:
In millions of dollars
1994 Change 1993 Change 1992 Change
--------- -------- --------- -------- --------- --------
Revenues $407 2% $397 7% $371 4%
Expenses $278 -11% $310 2% $305 3%
--------- -------- --------- -------- --------- --------
Operating income $129 49% $87 31% $66 7%
========= ======== ========= ======== ========= ========
Total broadcasting revenues rose $9 million or 2% in 1994,
which reflects the sale of four radio stations and the Company's
television station in Boston in 1993. On a pro forma basis,
broadcasting revenues rose 14%.
For television, pro forma local and national ad revenues
rose 12% and 16%, respectively. Television revenues were
favorably affected in 1994 by the Winter Olympics, political
advertising and renewed confidence in the economy, which
translated to stronger demand for TV ad time, particularly for
automotive, retail and telecommunications.
Pro forma radio station revenues improved 20%, reflecting
generally improved ratings and a stronger economy.
Reported operating costs for broadcast reflect a decline of
$33 million or 11%, due to the sale of stations in 1993. On a pro
forma basis, costs for broadcasting rose 4%, reflecting higher
sales and promotion costs.
The improvement in broadcast operating earnings for 1994
reflects earnings gains at all but one of the Company's smaller
broadcast markets, as well as the positive effect of stations
sold in 1993. The Company expects continued gains in broadcast
revenues and earnings in 1995.
<PAGE>
-26-
Total broadcasting revenues rose $27 million or 7% for 1993.
Television revenues rose 7% and radio revenues rose 8%. On a pro
forma basis, radio station revenues rose 15%. For television,
local and national ad revenues rose 11% and 3%, respectively.
Television revenue results for 1993 were particularly strong in
light of 1992's election year and Olympics advertising. The sharp
improvement in operating earnings for broadcasting in 1993
reflected gains in nearly all of the Company's television and
radio station markets.
Total broadcasting revenues rose $13 million or 4% for 1992.
Television revenues rose 6%, while radio revenues declined 5%.
For television, local and national revenues grew 7% and 5%,
respectively. Political advertising and advertising associated
with the Winter and Summer Olympics contributed to television's
revenue growth. For radio, continued softness in demand for
advertising, along with format changes at certain stations, were
the principal factors in the revenue decline. Operating income
for broadcast in 1992 reflected gains in earnings at most of the
Company's television stations, while earnings were lower at most
of the Company's radio stations.
In millions, as reported
Broadcasting
Year revenues
------ -------------
1985 $265
1986 $351
1987 $357
1988 $391
1989 $408
1990 $397
1991 $357
1992 $371
1993 $397
1994 $407
Outdoor advertising
The Company's outdoor advertising business includes operations in
17 major market areas in the U.S. and most major markets in
Canada.
Over the last three years, the revenues, expenses and
operating income for outdoor advertising were as follows:
In millions of dollars
1994 Change 1993 Change 1992 Change
--------- -------- ------- -------- ------- -------
Revenues $241 4% $231 -4% $241 -7%
Expenses $224 4% $216 -7% $233 -5%
--------- -------- ------- -------- ------- -------
Operating income $17 16% $15 81% $8 -48%
========= ======== ======= ======== ======= =======
Outdoor revenues rose $10 million or 4% in 1994. Despite
further losses of ad revenues from the tobacco industry and
difficult operating conditions in the earthquake-stricken areas
of Southern California, domestic revenues rose 5%, reflecting
stronger national demand and improved penetration among new
customers at the local and national levels. Outdoor operating
costs rose $8 million or 4%. Operating profit for outdoor rose $2
million or 16%, as all markets, except Southern California,
showed improvement.
Outdoor revenues declined $11 million or 4% in 1993. U.S.
operations experienced a loss in revenues from the tobacco
industry, and revenues from Southern California operations were
lower. Revenue comparisons are affected by the sale in August
1992 of the Company's outdoor business in Phoenix. On a pro forma
basis, outdoor ad revenues declined 2%.
Outdoor operating costs were 7% below 1992 levels,
reflecting benefits of a restructuring at the end of 1992. For
transit operations, certain franchise costs were renegotiated and
lowered significantly for 1993. Because of cost reductions,
operating profit for outdoor rose $7 million or 81% in 1993. All
of the larger outdoor markets reported improved results except
Southern California.
Outdoor revenues declined $19 million or 7% in 1992.
Revenues from operations in California were lower because of poor
economic conditions, and U.S. operations experienced a
significant loss in advertising by the tobacco industry. The
decline in revenue also reflected the sale of the Phoenix outdoor
operation. Operating profit for outdoor declined 48% in 1992 as
most major U.S. operations reported lower earnings. Financial
results from the Company's Canadian subsidiary improved in 1992.
In millions, as reported
Outdoor
advertising
Year revenues
------ -------------
1985 $208
1986 $211
1987 $202
1988 $227
1989 $258
1990 $271
1991 $260
1992 $241
1993 $231
1994 $241
In recent years, outdoor revenues and operating income have
been adversely affected by reduced ad expenditures by the tobacco
industry, which is among the principal sources of national
revenues. The Company expects further, but smaller, reductions in
ad spending by this industry in 1995.
<PAGE>
-27-
Consolidated operating expenses
Over the last three years, the Company's consolidated
operating expenses were as follows:
In millions of dollars
1994 Change 1993 Change 1992 Change
-------- ------- -------- ------- -------- -------
Cost of sales $2,107 2% $2,067 2% $2,025 -
Selling, general
and admin. expenses $696 7% $650 3% $629 5%
Depreciation $163 -1% $164 5% $157 -1%
Amortization of
intangible assets $46 1% $45 11% $41 -
Cost of sales for 1994 rose $40 million or 2%, reflecting
increases in newsprint and payroll expenses for newspapers and
lower television programming costs (due principally to the sale
at the end of 1993 of the Company's station in Boston). The
increase in selling, general and administrative (SG&A) costs of
$46 million or 7% is attributed to higher sales and promotion
costs in all three business segments. Fourth-quarter selling,
general and administrative expenses also include an incremental
contribution of $15 million to the Gannett Foundation, formerly
the Gannett Communities Fund, which supports local and national
charities serving communities where the Company does business.
Cost of sales for 1993 rose $43 million or 2%, reflecting
modest increases in newsprint and payroll costs for newspapers,
lower television programming costs and broad reductions in
outdoor costs. The increase in SG&A costs in 1993 of $21
million or 3% related to generally higher sales activity for
newspapers and broadcasting and savings in outdoor from
restructuring.
The increase in depreciation and amortization of intangible
assets in 1993 reflects the acquisition of the Honolulu
Advertiser.
Cost of sales for 1992 was favorably affected by lower
newsprint costs and the sale of the Arkansas Gazette in 1991.
Greater sales and promotion costs and costs of new businesses
contributed to the increase in SG&A expenses for 1992.
Payroll and newsprint costs, the largest elements of the
Company's operating expenses, are presented below, expressed as a
percentage of total pre-tax operating expenses.
1994 1993 1992
--------- --------- ---------
Payroll and employee benefits 44.2% 44.0% 43.8%
Newsprint and other
production material 17.3% 17.4% 17.3%
Non-operating income and expense
Interest expense declined $6 million or 11% in 1994, reflecting
lower average borrowings, partially offset by higher average
borrowing rates. The Company's financing activities are discussed
in further detail in the Financial Position section of this
report.
Other non-operating income for 1994 reflects a gain on the
sale of the Company's newspaper in Stockton, Calif., partially
offset by costs associated with non-operating assets and minority
investments in developing businesses.
Interest expense for 1993 was even with 1992 as higher
average interest rates resulting from new fixed rate debt were
offset by lower average borrowings.
Interest expense was sharply lower for 1992, declining $20
million or 28%. Average borrowings were slightly above 1991
levels, but average interest rates were significantly lower.
Provision for income taxes
The Company's effective income tax rate was 40.5% in 1994 and
1993, and 39.8% in 1992.
In August 1993, the statutory federal corporate income tax
rate was raised from 34% to 35%. The provision for income taxes
for 1993 includes the effect of this higher rate on pre-tax
income for 1993 as well as an adjustment to the Company's
deferred tax liabilities.
Net income and income before cumulative effect of accounting
principle changes
In millions
Net
Year income
------ ----------
1985 $253
1986 $276
1987 $319
1988 $364
1989 $398
1990 $377
1991 $302
1992 $200 *
1993 $398
1994 $465
* Income before accounting principle changes was $346
Net income rose $68 million or 17% in 1994. On a per share basis,
net income reached $3.23, up 19% from $2.72 in 1993. Significant
earnings progress from newspaper and outdoor operations and a
dramatic improvement in broadcast earnings contributed to the
Company's second straight year of record profits.
The average number of shares outstanding for 1994 totaled
144,276,000, 1.5% lower than in 1993, reflecting the purchase of
8 million shares in the third quarter of 1994. Shares outstanding
at the end of 1994 totaled 139,767,000.
<PAGE>
-28-
Net income rose $52 million or 15% in 1993, excluding the
cumulative effect of accounting principle changes recognized in
1992 (discussed on page 22). On a per share basis, net income
reached $2.72, up 13% from $2.40 in 1992 before accounting
changes. Profit gains from the newspaper, broadcast and outdoor
business segments contributed to 1993's earnings performance.
The average number of shares outstanding for 1993 totaled
146,474,000, 1.6% higher than in 1992, reflecting the shares
issued in connection with the acquisition of the Honolulu
Advertiser.
Income before the non-recurring charge for accounting
principle changes rose $44 million to $346 million in 1992, a 15%
increase, reflecting improved newspaper and broadcast earnings,
and lower interest expense. On a per share basis before the
cumulative effect of accounting changes, the Company earned
$2.40, up 20% from $2.00 in 1991. In addition, ongoing operating
costs for 1992 under SFAS 106 for retiree benefits were $6
million greater than under the previous cash basis method. On an
after-tax basis, these charges totaled $4 million or $.03 per
share.
The average number of shares outstanding for 1992 totaled
144,148,000, down 4% from 1991, reflecting the repurchase of
shares.
Net income for 1992 was $200 million or $1.39 per share,
which reflected the non-recurring charge of $146 million or $1.01
per share for the aforementioned accounting principle changes.
The table below presents net income expressed as a percent
of sales over the last 10 years. The Company's return on sales in
1994 reached a 13-year high.
In percentages
Return on
sales
(before cumulative
effect of
accounting
Year changes)
------ -------------------
1985 11.5
1986 9.9
1987 10.4
1988 11.0
1989 11.3
1990 11.0
1991 8.9
1992 10.0
1993 10.9
1994 12.2
Financial Position
Liquidity and capital resources
The principal changes in the Company's financial position during
1994 were the net pay-down of long-term debt of $85 million from
year-ago levels and the acquisition of 8 million shares of the
Company's common stock for $399 million. The increase in
property, plant and equipment in 1994 reflects capital spending
of $145 million. Also in 1994, the Company made a $46 million
contribution to the Gannett Retirement Plan which is reflected in
"Other Assets" in the consolidated balance sheet.
Cash flow from operating activities totaled $714 millionin
1994 and $670 million in 1993. Working capital, or the excess of
current assets over current liabilities, totaled $124 million at
the end of 1994 and $303 million at the end of 1993. Certain key
measurements of the elements of working capital for the last
three years are presented in the following chart:
1994 1993 1992
--------- --------- ---------
Current ratio 1.2-to-1 1.7-to-1 1.5-to-1
Accounts receivable turnover 7.9 8.0 7.9
Newsprint inventory turnover 9.6 9.9 10.6
During the last two years, the Company has reduced its
long-term debt by $313 million.
A summary of debt transactions in 1994 follows:
In millions of dollars
Long-term debt at end of 1993 $851
Debt assumed in connection with acquisition 2
Pay-down of long-term debt (85)
---------
Long-term debt at end of 1994 $768
=========
The Company's operations have historically generated strong
positive cash flow, which, along with the Company's program of
issuing commercial paper and maintaining bank revolving credit
agreements, has provided adequate liquidity to meet the Company's
requirements, including requirements for acquisitions.
The Company regularly issues commercial paper for cash
requirements and maintains a revolving credit agreement equal to
or in excess of any commercial paper outstanding. The Company's
commercial paper has been rated A-1+ and P-1 by Standard and
Poor's Corporation and Moody's Investors Service, Inc.,
respectively. Further, the Company has filed a shelf registration
statement with the Securities and Exchange Commission under which
up to $500 million of additional debt securities may be issued.
The Company's Board of Directors has established a maximum
aggregate level of $1.85 billion for amounts which may be raised
through borrowings or the issuance of equity securities.
<PAGE>
-29-
Note 4 to the Company's financial statements on page 37 of
this report provides further information concerning commercial
paper transactions and the Company's revolving credit agreements.
The Company has a capital expenditure program (not including
business acquisitions) of approximately $153 million planned for
1995, including approximately $32 million for land and buildings
or renovation of existing facilities, $111 million for machinery
and equipment, $6 million for vehicles and $4 million for outdoor
advertising structures or improvements to existing structures.
Management reviews the capital expenditure program periodically
and modifies it as required to meet current business needs. It is
expected that the 1995 capital program will be funded from
operating cash flow.
Capital stock
In 1988, the Company's Board of Directors authorized the
repurchase of up to 7.5 million shares of its outstanding common
stock. During the period 1988-1991 the Company purchased 4.5
million shares of its common stock under this program at a cost
of $158 million. In 1994, the Company purchased the remaining 3
million shares, and the program was expanded by an additional 5
million shares, which were also purchased. The total cost of the
share repurchase program in 1994 was $399 million.
Certain of the shares acquired by the Company have been
reissued for acquisitions or in settlement of employee stock
awards. The remaining shares are held as treasury stock. The
Company may purchase additional shares from time to time.
An employee 401(k) Savings Plan was established in 1990
which includes a Company matching contribution in the form of
Gannett stock. To fund the Company's matching contribution, an
Employee Stock Ownership Plan (ESOP) was formed which acquired
1,250,000 shares of Gannett stock from the Company for $50
million. The stock purchase was financed with a loan from the
Company.
The Company's common stock outstanding at December 25, 1994
totaled 139,767,110 shares, compared with 146,966,857 shares at
December 26, 1993.
The Company's return on shareholders' equity, as presented
in the table below, reached an all-time high in 1994, reflecting
record earnings and the repurchase of shares.
In percentages
Return on
shareholders'
equity
(before cumulative
effect of
Year accounting changes)
----- -------------------
1985 21.0
1986 20.4
1987 21.0
1988 21.5
1989 21.0
1990 18.6
1991 16.7
1992 21.2
1993 21.9
1994 25.0
Dividends
Dividends declared on common stock amounted to $193 million in
1994, compared with $191 million in 1993, reflecting an increase
in the dividend rate partially offset by lower shares
outstanding.
Dividends
declared
Year per share
------ -------------
1985 $0.765
1986 $0.860
1987 $0.940
1988 $1.020
1989 $1.110
1990 $1.210
1991 $1.240
1992 $1.260
1993 $1.300
1994 $1.340
In October 1994, the quarterly dividend was increased from
$.33 to $.34 per share.
Cash Dividends Quarter Payment date Per share
--------------- -------------- -------------- -----------
1994 4th Quarter Jan. 3, 1995 $0.34
3rd Quarter Oct. 1, 1994 $0.34
2nd Quarter July 1, 1994 $0.33
1st Quarter April 1, 1994 $0.33
1993 4th Quarter Jan. 3, 1994 $0.33
3rd Quarter Oct. 1, 1993 $0.33
2nd Quarter July 1, 1993 $0.32
1st Quarter April 1, 1993 $0.32
Effects of inflation and changing prices
The Company's results of operations and financial condition have
not been significantly affected by inflation and changing prices.
In all three of its business segments, subject to normal
competitive conditions, the Company generally has been able to
pass along rising costs through increased selling prices.
Further, the effects of inflation and changing prices on the
Company's property, plant and equipment and related depreciation
expense have been reduced as a result of an ongoing capital
expenditure program and because of the availability of
replacement assets with improved technology and efficiency.
<PAGE>
-30-
<TABLE>
CONSOLIDATED BALANCE SHEETS
In thousands of dollars
<CAPTION>
Dec., 25, 1994 Dec., 26, 1993
--------------- ---------------
<S> <C> <C>
ASSETS
Current assets:
Cash $44,229 $32,461
Marketable securities, at cost, which
approximates market 23 43,034
Trade receivables (less allowance for
doubtful receivables of $15,846 and $13,915,
respectively) 487,615 449,063
Other receivables 29,745 135,036
Inventories 53,047 53,094
Prepaid expenses 36,178 45,269
--------------- ---------------
Total current assets 650,837 757,957
--------------- ---------------
Property, plant and equipment:
Land 130,166 131,676
Buildings and improvements 690,589 689,103
Advertising display structures 259,532 262,145
Machinery, equipment and fixtures 1,669,192 1,673,237
Construction in progress 64,977 38,449
--------------- ---------------
Total 2,814,456 2,794,610
Less accumulated depreciation (1,386,312) (1,316,341)
--------------- ---------------
Net property, plant and equipment 1,428,144 1,478,269
--------------- ---------------
Intangible and other assets:
Excess of acquisition cost over the
value of assets acquired (less amortization
of $442,166 and $396,915, respectively) 1,472,002 1,501,102
Investments and other assets (Note 5) 156,069 86,470
--------------- ---------------
Total intangible and other assets 1,628,071 1,587,572
--------------- ---------------
Total assets $3,707,052 $3,823,798
=============== ===============
</TABLE>
<PAGE>
-31-
<TABLE>
CONSOLIDATED BALANCE SHEETS
In thousands of dollars
<CAPTION>
Dec., 25, 1994 Dec., 26, 1993
--------------- ---------------
<S> <C> <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current maturities of long-term debt (Note 4) $1,026 $164
Accounts payable
Trade 202,550 169,425
Other 13,335 17,783
Accrued liabilities
Compensation 60,574 53,922
Interest 11,658 11,774
Other 76,274 74,761
Dividend payable 47,739 48,399
Income taxes (Note 7) 37,618 5,760
Deferred income 76,280 73,151
--------------- ---------------
Total current liabilities 527,054 455,139
--------------- ---------------
Deferred income taxes (Note 7) 164,691 205,314
Long-term debt (Note 4) 767,270 850,686
Postretirement medical and life insurance
liabilities (Note 6) 306,863 308,024
Other long-term liabilities 118,936 96,715
--------------- ---------------
Total liabilities 1,884,814 1,915,878
--------------- ---------------
Shareholders' equity (Notes 4 and 8):
Preferred stock, par value $1: Authorized,
2,000,000 shares: Issued, none
Common stock, par value $1: Authorized,
400,000,000 shares: Issued, 162,211,590 shares 162,212 162,212
Additional paid-in capital 76,604 70,938
Retained earnings 2,639,440 2,366,246
Foreign currency translation adjustment (12,894) (9,442)
--------------- ---------------
2,865,362 2,589,954
Less Treasury stock, 22,444,480 shares and
15,244,733 shares, respectively, at cost (1,008,199) (643,787)
Deferred compensation related to ESOP (Note 8) (34,925) (38,247)
--------------- ---------------
Total shareholders' equity 1,822,238 1,907,920
--------------- ---------------
Commitments and contingent liabilities (Note 9)
--------------- ---------------
Total liabilities and shareholders' equity $3,707,052 $3,823,798
=============== ===============
</TABLE>
<PAGE>
-32-
<TABLE>
CONSOLIDATED STATEMENTS OF INCOME
In thousands of dollars
<CAPTION>
Fiscal year ended Dec. 25, 1994 Dec. 26, 1993 Dec. 27, 1992
--------------- -------------- ---------------
<S> <C> <C> <C>
Net operating revenues:
Newspaper advertising $2,152,671 $2,005,037 $1,882,114
Newspaper circulation 849,461 838,706 807,093
Broadcasting 406,608 397,204 370,613
Outdoor advertising 241,128 230,771 241,313
Other 174,655 169,903 167,824
--------------- -------------- ---------------
Total 3,824,523 3,641,621 3,468,957
--------------- -------------- ---------------
Operating Expenses:
Cost of sales and operating expenses,
exclusive of depreciation 2,106,810 2,067,244 2,024,601
Selling, general and administrative expenses,
exclusive of depreciation 696,139 650,390 629,202
Depreciation 163,242 164,420 157,242
Amortization of intangible assets 45,554 45,215 40,629
--------------- -------------- ---------------
Total 3,011,745 2,927,269 2,851,674
--------------- -------------- ---------------
Operating Income 812,778 714,352 617,283
--------------- -------------- ---------------
Non-operating income (expense):
Interest expense (45,624) (51,250) (50,817)
Interest income 3,239 4,493 5,430
Other 11,706 857 2,384
--------------- -------------- ---------------
Total (30,679) (45,900) (43,003)
--------------- -------------- ---------------
Income before income taxes 782,099 668,452 574,280
Provision for income taxes (Note 7) 316,700 270,700 228,600
--------------- -------------- ---------------
Income before cumulative effect of accounting
principle changes 465,399 397,752 345,680
--------------- -------------- ---------------
Cumulative effect on prior years of accounting
principle changes for:
Income taxes (Note 7) 34,000
Retiree health and life insurance
benefits (Note 6) (180,000)
--------------- -------------- ---------------
Total (146,000)
--------------- -------------- ---------------
Net Income $465,399 $397,752 $199,680
=============== ============== ===============
Earnings per share:
Before cumulative effect of accounting
principle changes $3.23 $2.72 $2.40
Cumulative effect of accounting principle changes (1.01)
--------------- -------------- ---------------
Net income per share $3.23 $2.72 $1.39
=============== ============== ===============
</TABLE>
<PAGE>
-33-
<TABLE>
CONSOLIDATED STATEMENTS OF CASH FLOWS
In thousands of dollars
<CAPTION>
Fiscal year ended Dec. 25, 1994 Dec. 26, 1993 Dec. 27, 1992
--------------- -------------- ---------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income $465,399 $397,752 $199,680
Adjustments to reconcile net income to
operating cash flows:
Cumulative effect on prior years of accounting
principle changes (Notes 6 and 7) 146,000
Depreciation 163,242 164,420 157,242
Amortization of intangibles 45,554 45,215 40,629
Deferred income taxes (40,623) 20,315 (17,227)
Other, net 42,933 36,032 25,358
Changes in assets and liabilities, net of
effect of acquisitions:
Increase in receivables (49,978) (18,273) (12,607)
Decrease (increase) in inventories (140) (1,709) 3,405
Decrease (increase) in film broadcast rights,
net of liabilities (1,008) 51 12,696
Increase (decrease) in accounts payable 29,368 (3,270) (5,418)
Increase (decrease) in interest and taxes payable 35,374 16,117 (23,025)
Change in other assets and liabilities, net 24,176 13,610 18,222
--------------- -------------- ---------------
Net cash provided by operating activities 714,297 670,260 544,955
--------------- -------------- ---------------
Cash flows from investing activities:
Purchase of property, plant and equipment (144,854) (132,122) (154,072)
Payments for acquisitions, net of cash acquired (28,258) (5,291) (591)
Increase in partnership and other investments (23,500) (167) (5,000)
Proceeds from sale of assets 130,387 20,531 28,535
Collection of long-term receivables 1,658 2,998 6,880
--------------- -------------- ---------------
Net cash used for investing activities (64,567) (114,051) (124,248)
--------------- -------------- ---------------
Cash flows from financing activities:
Proceeds from long-term debt 525,000
Payments of long-term debt (85,265) (897,942) (254,731)
Dividends paid (194,465) (188,425) (180,029)
Common stock transactions, net (395,117) 9,899 21,227
--------------- -------------- ---------------
Net cash used for financing activities (674,847) (551,468) (413,533)
--------------- -------------- ---------------
Effect of currency exchange rate change (6,126) (2,575) (4,518)
Net increase (decrease) in cash and cash equivalents (31,243) 2,166 2,656
Cash and cash equivalents at beginning of year 75,495 73,329 70,673
--------------- -------------- ---------------
Cash and cash equivalents at end of year $44,252 $75,495 $73,329
=============== ============== ===============
</TABLE>
<PAGE>
-34-
<TABLE>
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
In thousands of dollars
Fiscal years ended
December 27, 1992,
December 26, 1993
and December 25, 1994
<CAPTION>
Foreign Deferred
Common stock Additional currency compensation
$1 par paid-in Retained translation Treasury related
value capital earnings adjustment stock to ESOP Total
------------ ------------ ------------- ----------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance: Dec. 29, 1991 162,212 40,357 2,140,064 244 (758,646) (44,744) 1,539,487
------------ ------------ ------------- ----------- ------------ ------------ ------------
Net income, 1992 199,680 199,680
Dividends declared, 1992:
$1.26 per share (181,697) (181,697)
Stock options exercised (3,198) 19,813 16,615
Stock issued under
incentive plan (1,025) 5,637 4,612
Tax benefit derived from
stock incentive plans 4,372 4,372
Compensation expense
related to ESOP 3,288 3,288
Tax benefit from ESOP 536 536
Foreign currency
translation adjustment (6,792) (6,792)
------------ ------------ ------------- ----------- ------------ ------------ ------------
Balance: Dec. 27, 1992 162,212 40,506 2,158,583 (6,548) (733,196) (41,456) 1,580,101
------------ ------------ ------------- ----------- ------------ ------------ ------------
Net income, 1993 397,752 397,752
Dividends declared, 1993:
$1.30 per share (190,604) (190,604)
Stock options exercised (2,967) 15,412 12,445
Stock issued under
incentive plan (1,463) 5,586 4,123
Tax benefit derived from
stock incentive plans 3,767 3,767
Stock issued in connection
with acquisition 31,095 68,411 99,506
Compensation expense
related to ESOP 3,209 3,209
Tax benefit from ESOP 515 515
Foreign currency
translation adjustment (2,894) (2,894)
------------ ------------ ------------- ----------- ------------ ------------ ------------
Balance: Dec. 26, 1993 $162,212 $70,938 $2,366,246 ($9,442) ($643,787) ($38,247) $1,907,920
------------ ------------ ------------- ----------- ------------ ------------ ------------
Net income, 1994 465,399 465,399
Dividends declared, 1994:
$1.34 per share (192,696) (192,696)
Treasury stock acquired (399,336) (399,336)
Stock options exercised (924) 8,014 7,090
Stock issued under
incentive plan (692) 5,636 4,944
Tax benefit derived from
stock incentive plans 2,996 2,996
Stock issued in connection
with acquisition 4,286 21,274 25,560
Compensation expense
related to ESOP 3,322 3,322
Tax benefit from ESOP 491 491
Foreign currency
translation adjustment (3,452) (3,452)
------------ ------------ ------------- ----------- ------------ ------------ ------------
Balance: Dec. 25, 1994 $162,212 $76,604 $2,639,440 ($12,894) ($1,008,199) ($34,925) $1,822,238
------------ ------------ ------------- ----------- ------------ ------------ ------------
</TABLE>
<PAGE>
-35-
Notes to consolidated financial statements
Note 1
Summary of significant accounting policies
Fiscal year: The Company's fiscal year ends on the last Sunday of
the calendar year. Each of the fiscal years 1992-1994 encompasses
a 52-week period.
Consolidation: The consolidated financial statements include
the accounts of the Company and its subsidiaries after
elimination of all significant intercompany transactions and
profits.
Operating agencies: Six of the Company's subsidiaries are
participants in joint operating agencies. Each joint operating
agency performs the production, sales and distribution functions
for the subsidiary and another newspaper publishing company under
a joint operating agreement. The Company includes its appropriate
portion of the revenues and expenses generated by the operation
of the agencies on a line-by-line basis in its statement of
income.
Inventories: Inventories, which consist principally of
newsprint, printing ink, plate material and production film for
the Company's newspaper publishing operations, are valued at the
lower of cost (first-in, first-out) or market.
Property and depreciation: Property, plant and equipment is
recorded at cost, and depreciation is provided generally on a
straight-line basis over the estimated useful lives of the
assets. The principal estimated useful lives are: buildings and
improvements, 10 to 40 years; machinery, equipment and fixtures,
four to 25 years; outdoor advertising display structures, five to
30 years. Major renewals, improvements, relocation of outdoor
advertising structures and interest incurred during the
construction period of major additions are capitalized.
Expenditures for the removal of outdoor advertising structures,
maintenance, repairs and minor renewals are charged to expense as
incurred.
Excess of acquisition cost over fair value of assets
acquired: The excess of acquisition cost over the fair value of
assets acquired represents the cost of intangible assets at the
time the subsidiaries were purchased. In accordance with Opinion
17 of the Accounting Principles Board of the American Institute
of Certified Public Accountants, the excess acquisition cost of
subsidiaries arising from acquisitions accounted for as purchases
since October 31, 1970 ($1.84 billion at December 25, 1994) is
being amortized over a 40-year period on a straight-line basis.
Management continually reviews the appropriateness of the
carrying value of the excess acquisition cost of its subsidiaries
and the related amortization periods.
Other assets: The Company's television stations are parties
to program broadcast contracts. These contracts are recorded at
the gross amount of the related liability when the programs are
available for telecasting. Program assets are classified as
current (as a prepaid expense) or noncurrent (as an other asset)
in the consolidated balance sheet, based upon the expected use of
the programs in succeeding years. The amount charged to expense
appropriately matches the cost of the programs with the revenues
associated with them. The liability for these contracts is
classified as current or noncurrent in accordance with the
payment terms of the contracts. The payment period generally
coincides with the period of telecast for the programs, but may
be shorter.
Retirement plans: Pension costs under the Company's
retirement plans are actuarially computed. It is the policy of
the Company to fund costs accrued under its qualified pension
plans.
Postretirement benefits other than pensions: In 1992, the
Company adopted the provisions of Statement of Financial
Accounting Standards No. 106, "Employers' Accounting for
Postretirement Benefits Other Than Pensions" (SFAS 106).
Under the provisions of SFAS 106, the Company recognizes the
cost of postretirement medical and life insurance benefits on an
accrual basis over the working lives of employees expected to
receive such benefits. Prior to the adoption of SFAS 106, the
Company recognized the cost of these benefits as payments were
made on behalf of retirees.
As permitted under SFAS 106, the Company recognized the
Accumulated Postretirement Benefit Obligation as of the beginning
of fiscal 1992.
Income taxes: The Company accounts for certain income and
expense items differently for financial reporting purposes than
for income tax reporting purposes. Deferred income taxes are
provided in recognition of these temporary differences.
In 1992, the Company adopted the provisions of Statement of
Financial Accounting Standards No. 109, "Accounting for Income
Taxes" (SFAS 109), and adjusted previously recorded deferred
taxes to reflect then-enacted tax rates. The Company has
reflected the effect of adopting SFAS 109 as a change in
accounting principle at the beginning of fiscal 1992.
Per share amounts: All income per share amounts are based on
the weighted average number of common shares outstanding during
the year.
Foreign currency translation: The income statement of
Mediacom, the Company's Canadian outdoor advertising operation,
has been translated to U.S. dollars using the average currency
exchange rates in effect during each year. Mediacom's balance
sheet has been translated using the currency exchange rate as of
the end of the accounting period. The impact of currency exchange
rate changes on the translation of Mediacom's balance sheet has
been charged directly to shareholders' equity.
<PAGE>
-36-
Note 2
Acquisitions and dispositions
1994: In May 1994, the Company purchased Nursing Spectrum, which
publishes a group of biweekly periodicals specializing in
advertising for nursing employment. In December 1994, the Company
purchased television station KTHV-TV in Little Rock, a CBS
affiliate.
These acquisitions were accounted for under the purchase
method of accounting, and consideration paid included cash and
shares of the Company's common stock. The acquisitions were not
material to the Company's financial position or results of
operations.
In November 1994, the Company sold its newspaper in
Stockton, Calif., and realized a gain which is reflected in
non-operating income.
1993: In January 1993, the Company completed the acquisition
of the Honolulu Advertiser and the sale of the Honolulu
Star-Bulletin. Consideration for this purchase was approximately
$250 million and included the issuance of 1,980,000 shares of the
Company's common stock from treasury valued at approximately $100
million and the assumption of certain liabilities of the acquired
business. Concurrent with these transactions, the Honolulu joint
operating agreement was amended to provide the Company with a
greater share of profits from the operation. Proceeds from the
sale of the Honolulu Star-Bulletin in excess of carrying value
were accounted for as a reduction in the acquisition cost of the
Honolulu Advertiser.
In the fourth quarter of 1993, the Company sold its radio
stations in Kansas City and St. Louis, Mo. The Company also
provided for the sale of its television station in Boston, which
was completed in early 1994. The Company recognized a minor net
gain on these transactions in 1993 which is reflected in
non-operating income.
1992: In August 1992, the Company sold its outdoor operation
in Phoenix, Ariz. Operating results for 1992 were not materially
affected by this transaction.
During 1994, 1993 and 1992, the Company also purchased
certain other publications which are included in the newspaper
publishing segment.
All acquisitions discussed above were accounted for by the
purchase method and, accordingly, operations for the purchased
companies are included in the financial statements from the dates
of acquisition. Pro forma results of operations, assuming these
acquisitions were made at the beginning of the year previous to
the year in which the transactions were consummated, are not
materially different from reported results of operations.
Note 3
Statement of cash flows
For purposes of this statement, the Company considers its
marketable securities, which are readily convertible into cash
(with original maturity dates of less than 90 days) and consist
of short-term investments in government securities, commercial
paper and money market funds, as cash equivalents.
Cash paid in 1994, 1993 and 1992 for income taxes and for
interest (net of amounts capitalized) was as follows:
In thousands of dollars
1994 1993 1992
---------- --------- ---------
Income taxes $264,601 $249,858 $274,741
Interest $45,740 $43,967 $50,871
In 1994, the Company issued 506,000 shares of its common
stock from treasury valued at approximately $26 million in
connection with the acquisition of KTHV-TV in Little Rock.
In 1993, the Company issued 1,980,000 shares of its common
stock from treasury valued at approximately $100 million in
connection with the acquisition of the Honolulu Advertiser and
assumed net liabilities totaling approximately $150 million.
In 1994, 1993 and 1992, the Company issued 134,243 shares,
146,371 shares and 142,383 shares, respectively, in settlement of
previously granted stock incentive rights. The compensation
liability for these rights of $8 million in 1994 and $7 million
in 1993 and in 1992 was transferred to shareholders' equity at
the time the shares were issued.
<PAGE>
-37-
Note 4
Long-term debt
The long-term debt of the Company is summarized below.
In thousands of dollars
Dec. 25, 1994 Dec. 26, 1993
--------------- ---------------
Unsecured promissory notes $156,136 $239,118
Notes due 2/1/96, interest at 9.55% 17,260 17,260
Notes due 3/12/96, interest at 9.5% 42,200 42,200
Notes due 3/1/98, interest at 5.25% 273,354 272,836
Notes due 5/1/00, interest at 5.85% 249,509 249,418
Secured obligations due through
2011, interest averaging 7.6%,
varying annual installments 12,062 12,196
Unsecured obligations 17,351 17,427
Other indebtedness 424 395
--------------- ---------------
768,296 850,850
Less amount included in
current liabilities (1,026) (164)
--------------- ---------------
Total long-term debt $767,270 $850,686
=============== ===============
The unsecured promissory notes at December 25, 1994 were due
from December 27, 1994 to January 13, 1995 with rates varying
from 5.8% to 6.0%.
The unsecured promissory notes at December 26, 1993 were due
from December 27, 1993 to January 24, 1994 with rates varying
from 3.1% to 3.2%.
The maximum amount of such promissory notes outstanding at
the end of any period during 1994 was $305 million and during
1993 was $1.07 billion. The daily average outstanding balance was
$165 million during 1994 and $584 million during 1993. The
weighted average interest rate was 4.2% for 1994 and 3.2% for
1993.
The unsecured obligations are due from 1995 to 2009 and bear
interest at varying rates. At December 25, 1994 and December 26,
1993, the weighted average interest rates were 5.9% and 4.5%,
respectively.
At December 25, 1994, the Company had $1.5 billion of credit
available under a revolving credit agreement. The agreement
provides for a revolving credit period which permits borrowings
from time to time up to the maximum commitment. The revolving
credit period extends to August 1, 1999.
The commitment fee rate is 0.09% for the agreement. At the
option of the Company, the interest rate on borrowings under the
agreement may be at the prime rate, at 0.165% above the London
Interbank Offered Rate or at 0.29% above a certificate of
deposit-based rate. The prime rate was 8.5% at December 25, 1994
and 6.0% at December 26, 1993.
The revolving credit agreement contains restrictive
provisions that relate primarily to the maintenance of net worth
of $1.2 billion. At December 25, 1994 and December 26, 1993, net
worth was $1.8 billion and $1.9 billion, respectively.
At December 25, 1994, the unsecured promissory notes are
supported by the $1.5 billion revolving credit agreement and,
therefore, are classified as long-term debt.
Approximate annual maturities of long-term debt, assuming
that the Company had used the $1.5 billion revolving credit
agreement as of the balance sheet date to refinance existing
unsecured promissory notes on a long-term basis, are:
In thousands of dollars
1995 $1,026
1996 61,417
1997 1,965
1998 275,937
1999 158,119
Later years 269,832
---------
Total $768,296
=========
Note 5
Retirement plans
The Company and its subsidiaries have various retirement and
profit sharing plans, including plans established under
collective bargaining agreements and separate plans for joint
operating agencies, under which substantially all full-time
employees are covered. The Gannett Retirement Plan is the
Company's principal retirement plan and covers most of the
employees of the Company and its subsidiaries. Benefits under the
Gannett Retirement Plan are based on years of service and final
average pay. The Company's pension plan assets include insurance
contracts, marketable securities including common stocks, bonds
and U.S. government obligations and interest-bearing deposits.
The Company's pension cost for 1994, 1993 and 1992 consists
of the following:
In thousands of dollars
1994 1993 1992
---------- ----------- ----------
Service cost-benefits earned
during the period $42,070 $33,627 $31,230
Interest cost on projected
benefit obligation 65,365 63,067 58,220
Actual return on plan assets 41,287 (98,622) (25,656)
Net amortization and
deferral of actuarial gains (127,176) 19,473 (54,469)
---------- ----------- ----------
Net pension expense for
Company-sponsored
retirement plans 21,546 17,545 9,325
Union and other
pension cost 7,061 7,399 8,582
---------- ----------- ----------
Net pension cost $28,607 $24,944 $17,907
========== =========== ==========
<PAGE>
-38-
The majority of the Company's pension plans, including the
Gannett Retirement Plan, have plan assets that exceed accumulated
benefit obligations. There are certain plans, however, with
accumulated benefit obligations which exceed plan assets. The
following tables summarize the funded status of the Company's
pension plans and the related amounts that are recognized in the
consolidated balance sheet:
In thousands of dollars
Dec. 25, 1994 Plans for which Plans for which
assets exceed accumulated
accumulated benefits
benefits exceed assets
------------------ ------------------
Actuarial present value
of benefit obligations:
Vested benefit obligation $575,129 $25,672
================== ==================
Accumulated benefit obligation $611,023 $26,504
================== ==================
Projected benefit obligation ($753,403) ($42,287)
Plan assets at market value 754,454 -
------------------ ------------------
Projected benefit obligation
(in excess of) plan assets 1,051 (42,287)
Unrecognized net (gain) or loss 86,612 (62)
Unrecognized prior service cost 12,829 1,323
Unrecognized net (asset)
obligation at year-end (34,123) 1,585
------------------ ------------------
Pension asset (liability)
reflected in consolidated
balance sheet $66,369 ($39,441)
================== ==================
In thousands of dollars
Dec. 26, 1993 Plans for which Plans for which
assets exceed accumulated
accumulated benefits
benefits exceed assets
------------------ ------------------
Actuarial present value
of benefit obligations:
Vested benefit obligation $655,550 $21,616
================== ==================
Accumulated benefit obligation $706,654 $22,493
================== ==================
Projected benefit obligation ($918,059) ($33,940)
Plan assets at market value 789,534 -
------------------ ------------------
Projected benefit obligation
in excess of plan assets (128,525) (33,940)
Unrecognized net loss 183,177 7,026
Unrecognized prior service cost 15,197 1,530
Unrecognized net (asset)
obligation at year-end (46,176) 2,844
------------------ ------------------
Pension asset (liability)
reflected in consolidated
balance sheet $23,673 ($22,540)
================== ==================
The projected benefit obligation was determined using an
assumed discount rate of 8.5% and 7% at the end of 1994 and 1993,
respectively. The assumed rate of compensation increase was 5% at
the end of 1994 and 1993. The assumed long-term rate of return on
plan assets used in determining pension cost was 10%. Pension
plan assets include 700,700 shares of the Company's common stock
valued at $37 million at the end of 1994 and 590,700 shares
valued at $34 million at the end of 1993.
Note 6
Postretirement benefits other than pensions
The Company provides health care and life insurance benefits to
certain retired employees. Employees become eligible for benefits
after meeting certain age and service requirements.
In 1992, the Company adopted the provisions of Statement of
Financial Accounting Standards No. 106, "Employers' Accounting
for Postretirement Benefits Other Than Pensions" (SFAS 106).
Under SFAS 106, the cost of providing retiree health care and
life insurance benefits is actuarially determined and accrued
over the service period of the active employee group. Prior to
1992, retiree health care and life insurance benefits were
expensed as claims and premiums were paid.
As permitted by SFAS 106, the Company elected to fully
recognize the Accumulated Postretirement Benefit Obligation as of
the beginning of fiscal 1992 of $295 million as a change in
accounting principle. On an after-tax basis, this non-cash charge
was $180 million, or $1.25 per share.
The following table sets forth the amounts included in the
Consolidated Balance Sheet at December 25, 1994 and December 26,
1993 for postretirement medical and life insurance liabilities:
In thousands of dollars
Accumulated postretirement
benefit obligation Dec. 25, 1994 Dec. 26, 1993
--------------- ---------------
Retirees ($156,416) ($168,190)
Fully eligible active plan participants (11,016) (32,553)
Other active plan participants (52,872) (70,531)
--------------- ---------------
(220,304) (271,274)
Unrecognized net loss (gain) (14,336) 22,294
Unrecognized prior service credit (72,223) (59,044)
--------------- ---------------
Accrued postretirement benefit cost ($306,863) ($308,024)
=============== ===============
<PAGE>
-39-
Postretirement benefit cost for health care and life
insurance for the years ended December 25, 1994, December 26,
1993 and December 27, 1992 included the following components:
<TABLE>
In thousands of dollars
1994 1993 1992
----------- ----------- -----------
<S> <C> <C> <C>
Service costs-benefits earned during the period $4,125 $4,055 $4,553
Interest cost on accumulated postretirement
benefit obligation 16,133 18,997 17,732
Net amortization and deferral (4,818) (4,768) (4,261)
----------- ----------- -----------
Net periodic postretirement benefit cost $15,440 $18,284 $18,024
=========== =========== ===========
</TABLE>
At December 25, 1994, the accumulated postretirement benefit
obligation was determined using a discount rate of 8.5% and a
health care cost trend rate of 12% for pre-age 65 benefits,
decreasing to 5.5% in the year 2007 and thereafter. For post-age
65 benefits, the health care cost trend rate used was 10%,
declining to 5.5% in the year 2003 and thereafter.
At December 26, 1993, the accumulated postretirement benefit
obligation was determined using a discount rate of 7% and a
health care cost trend rate of 12.9% for pre-age 65 benefits,
decreasing to 5.5% in the year 2007 and thereafter. For post-age
65 benefits, the health care cost trend rate used was 12.1%,
declining to 5.5% in the year 2003 and thereafter.
The Company's policy is to fund the above-mentioned benefits
as claims and premiums are paid.
The effect of a 1% increase in the health care cost trend
rate used would result in increases of approximately $15 million
in the 1994 accumulated postretirement benefit obligation and $2
million in the aggregate service and interest components of the
1994 expense.
During 1992, the Company amended its retiree medical
insurance plan to provide limits on the Company's share of the
cost of such benefits it will pay to future retirees. Amendments
were also made which related the Company's share of retiree cost
to employee retirement age and length of service.
Note 7
Income taxes
The sources of income before income taxes consist of the
following:
In thousands of dollars
1994 1993 1992
---------- ---------- ----------
Domestic $765,576 $650,896 $559,971
Foreign 16,523 17,556 14,309
---------- ---------- ----------
Total $782,099 $668,452 $574,280
========== ========== ==========
The provision for income taxes on income before the
cumulative effects of accounting principle changes consists of
the following:
In thousands of dollars
1994 Current Deferred Total
---------- ---------- -----------
Federal $302,379 ($33,652) $268,727
State 47,578 (6,305) 41,273
Foreign 7,366 (666) 6,700
---------- ---------- -----------
Total $357,323 ($40,623) $316,700
========== ========== ===========
In thousands of dollars
1993 Current Deferred Total
---------- ---------- -----------
Federal $204,733 $19,333 $224,066
State 38,750 1,232 39,982
Foreign 6,902 (250) 6,652
---------- ---------- -----------
Total $250,385 $20,315 $270,700
========== ========== ===========
In thousands of dollars
1992 Current Deferred Total
---------- ---------- -----------
Federal $200,192 ($14,381) $185,811
State 40,343 (2,846) 37,497
Foreign 5,292 - 5,292
---------- ---------- -----------
Total $245,827 ($17,227) $228,600
========== ========== ===========
The provision for income taxes exceeds the U.S. federal
statutory tax rate as a result of the following differences:
Fiscal year 1994 1993 1992
---------- ---------- ----------
U.S. statutory tax rate 35.0% 35.0% 34.0%
Increase (decrease) in
taxes resulting from:
State income taxes net of
federal income tax benefit 3.4% 3.9% 4.3%
Goodwill amortization not
deductible for tax purposes 1.5% 1.6% 2.0%
Other, net 0.6% 0.0% -0.5%
---------- ---------- ----------
Effective tax rate 40.5% 40.5% 39.8%
========== ========== ==========
<PAGE>
-40-
In 1992, the Company adopted the provisions of Statement of
Financial Accounting Standards No. 109, "Accounting for Income
Taxes" (SFAS 109). Under the provisions of SFAS 109, the Company
adjusted previously recorded deferred taxes to reflect
then-enacted statutory rates. The Company has reflected the
cumulative effect of adopting SFAS 109 as a change in accounting
principle at the beginning of 1992. This adjustment was recorded
as a non-cash credit to earnings of $34 million or $.24 per
share.
Deferred income taxes reflect temporary differences in the
recognition of revenue and expense for tax reporting and
financial statement purposes.
Deferred tax liabilities and assets were composed of the
following at the end of 1994 and 1993:
In thousands of dollars
Dec. 25, 1994 Dec. 26, 1993
-------------- --------------
Liabilities:
Accelerated depreciation $230,813 $223,000
Accelerated amortization of
deductible intangibles 91,991 88,000
Pension 10,783 20,000
Other 21,397 39,512
-------------- --------------
Total deferred tax liabilities 354,984 370,512
-------------- --------------
Assets:
Accrued compensation costs (23,262) (18,000)
Postretirement medical and life (118,965) (119,000)
Other (48,066) (28,198)
-------------- --------------
Total deferred tax assets (190,293) (165,198)
-------------- --------------
Net deferred tax liabilities $164,691 $205,314
============== ==============
Note 8
Capital stock, stock options, incentive plans
During 1988, the Company's Board of Directors authorized the
repurchase of up to 7.5 million shares of its outstanding common
stock. During the period 1988-1991, the Company purchased 4.5
million shares of its common stock under this program at a cost
of $158 million. In 1994, the Company purchased the remaining 3
million shares, and the program was expanded by an additional 5
million shares, which were also purchased. The total cost of the
share repurchase program in 1994 was $399 million.
In December 1994, the Company issued 506,000 shares of its
common stock from treasury as consideration for the purchase of
KTHV-TV in Little Rock. In January 1993, the Company issued
1,980,000 shares of its common stock from treasury as partial
consideration for the purchase of the Honolulu Advertiser.
Certain of the shares acquired by the Company have been
reissued in settlement of employee stock awards or were sold to
an Employee Stock Ownership Plan which was established in 1990.
The remaining shares are held as treasury stock.
The weighted average number of common shares outstanding
used in the computation of earnings per share was 144,276,000 in
1994, 146,474,000 in 1993 and 144,148,000 in 1992.
The Company's 1978 Executive Long-term Incentive Plan (the
1978 Plan) provides for the granting of stock options, stock
incentive rights and option surrender rights to executive
officers and other key employees.
Stock options are granted to purchase common stock of the
Company at not less than 100% of the fair market value on the day
the option is granted. The exercise period is eight years with
the options becoming exercisable at 25% per year after a one-year
waiting period.
Stock incentive rights entitle the employee to receive for
each such right, without payment, one share of common stock at
the end of an incentive period, conditioned upon the employee's
continued employment throughout the incentive period. The
incentive period is normally four years. During the incentive
period, the employee receives cash payments for each incentive
right equivalent to the cash dividend the Company would have paid
had the employee owned the shares of common stock issuable under
the incentive rights.
In July 1989, the Board of Directors approved an amendment
to the 1978 Plan to provide that all outstanding awards will be
vested if there is a change in control of the Company. Under the
amendment, stock options become 100% exercisable immediately upon
a change in control. Option surrender rights related one-for-one
to all outstanding stock options have been awarded, which are
effective only in the event of a change in control and entitle
the employee to receive cash for option surrender rights equal to
100% of the difference between the exercise price of the related
stock option and the change-in-control price (which is the
highest price paid for a share of stock as part of the change in
control). The amendment also provides for the payment in cash of
the value of stock incentive rights based on the
change-in-control price.
Awards made under the 1978 Plan were as follows:
1994 1993 1992
--------- --------- ---------
Stock options 726,450 761,910 957,675
Stock incentive rights 177,975 163,702 484,295
<PAGE>
-41-
Awards for 1992 include 505,665 stock options and 244,730
stock incentive rights that relate to the four-year period
1993-1996, and 452,010 stock options and 239,565 stock incentive
rights that relate to the four-year period 1992-1995. Awards for
1993 are for the four-year employment period 1994-1997. Awards
for 1994 are for the four-year period 1995-1998.
At the beginning of the Company's 1995 fiscal year, 168,150
shares of common stock were issued in settlement of previously
granted stock incentive rights.
With respect to awards under the 1978 Plan, the Company has
recorded as compensation expense $13 million for 1994, $11
million for 1993 and $10 million for 1992. Under the 1978 Plan,
the Company has accrued liabilities aggregating $28 million at
December 25, 1994 and $24 million at December 26, 1993.
A summary of the Company's stock option activity appears
below:
Number Option price
Stock options of shares per share
-------------------------- ------------ --------------
Balance outstanding
Dec. 29, 1991 2,407,122 $19.54-47.00
Granted 957,675 43.88-51.38
Exercised (549,740) 19.54-43.75
Expired or canceled (40,706) 34.88-44.75
------------ --------------
Balance outstanding
Dec. 27, 1992 2,774,351 $30.88-51.38
Granted 761,910 49.00-55.50
Exercised (421,458) 30.88-47.38
Expired or canceled (73,411) 36.13-51.38
------------ --------------
Balance outstanding
Dec. 26, 1993 3,041,392 $30.88-55.50
Granted 726,450 49.75-54.75
Exercised (235,884) 30.88-51.38
Expired or canceled (10,084) 36.13-55.50
------------ --------------
Balance outstanding
Dec. 25, 1994 3,521,874 $32.00-55.50
============ ==============
Options were exercisable for 1,690,704 shares at December
25, 1994 and 1,299,908 shares at December 26, 1993. Shares
available for future grants under the 1978 Plan totaled 2,261,935
at December 25, 1994.
On July 1, 1990, the Company established a 401(k) Savings
Plan. Most employees of the Company (other than those covered by
a collective bargaining agreement) who are scheduled to work at
least 1,000 hours during each year of employment are eligible to
participate in the Plan.
Employees may elect to save up to 10% of compensation on a
pre-tax basis subject to certain limits. The Company matches,
with Company common stock, 25% of the first 4% of employee
contributions. To fund the Company's matching contribution, an
Employee Stock Ownership Plan (ESOP) was formed which acquired
1,250,000 shares of Gannett stock from the Company for $50
million. The stock purchase was financed with a loan from the
Company and the shares are pledged as collateral for the loan.
The Company makes monthly contributions to the ESOP equal to the
ESOP's debt service requirements less dividends. All dividends
received by the ESOP are used to pay debt service. As the debt is
paid, shares are released as collateral and are available for
allocation to participants.
The Company follows the shares allocated method in
accounting for its ESOP. The cost of shares allocated to match
employee contributions or to replace dividends that are used for
debt service are accounted for as compensation expense. The cost
of unallocated shares is reported as deferred compensation in the
financial statements. The Company may, at its option, repurchase
shares from employees who leave the Plan. The shares are
purchased at fair market value and the difference between the
original cost of the shares and fair market value is expensed at
the time of purchase. All of the shares initially purchased by
the ESOP are considered outstanding for earnings per share
calculations. Dividends on allocated and unallocated shares are
recorded as reductions of retained earnings.
Compensation expense for the 401(k) match and repurchased
shares was $2.6 million in 1994 and $2.2 million in 1993 and in
1992. The ESOP shares as of the end of 1994 and 1993 were as
follows:
1994 1993
----------- -----------
Allocated shares 376,680 293,643
Shares released for allocation 7,570 7,052
Unreleased shares 865,750 949,305
Shares distributed to (3,706) (1,817)
terminated participants ----------- -----------
ESOP shares 1,246,294 1,248,183
=========== ===========
In May 1990, the Board of Directors declared a dividend
distribution of one Preferred Share Purchase Right ("Right") for
each common share held, payable to shareholders of record on June
8, 1990. The Rights become exercisable when a person or group of
persons acquires or announces an intention to acquire ownership
of 15% or more of the Company's common shares. Holders of the
Rights may acquire an interest in a new series of junior
participating preferred stock, or they may acquire an additional
interest in the Company's common shares at 50% of the market
value of the shares at the time the Rights are exercised. The
Rights are redeemable by the Company at any time prior to the
time they become exercisable, at a price of $.01 per Right.
<PAGE>
-42-
Note 9
Commitments, contingent liabilities and other matters
Litigation: The Company and a number of its subsidiaries are
defendants in judicial and administrative proceedings involving
matters incidental to their business. The Company's management
does not believe that any material liability will be imposed as a
result of these matters.
Leases: Approximate future minimum annual rentals payable
under non-cancelable operating leases are as follows:
In thousands of dollars
1995 $35,520
1996 33,623
1997 29,180
1998 24,984
1999 22,966
Later years 80,916
---------
Total $227,189
=========
Total minimum annual rentals have not been reduced for
future minimum sublease rentals aggregating approximately $3
million. Total rental costs were $107 million for 1994, $103
million for 1993 and $110 million for 1992.
In December 1990, the Company adopted a Transitional
Compensation Plan ("Plan") which provides termination benefits to
key executives whose employment is terminated under certain
circumstances within two years following a change in control of
the Company. Benefits under the Plan include a severance payment
of up to three years' compensation and continued life and medical
insurance coverage.
Other matters: Statement of Financial Accounting Standards
No. 107, "Disclosures About Fair Value of Financial Instruments,"
requires the Company to disclose the estimated fair value of its
financial instruments.
For financial instruments other than long-term debt,
including cash and cash equivalents, trade and other receivables,
current maturities of long-term debt and other long-term
liabilities, the amounts reported on the balance sheet
approximate fair value.
The Company estimates the fair value of its long-term debt,
based on borrowing rates currently available, to be $731 million,
compared with the carrying amount of $767 million.
Note 10
Business segment information
The Company is a diversified information company with three
principal business segments in 41 states and the District of
Columbia, two U.S. territories, Canada, Great Britain, Hong Kong
and Switzerland. The newspaper segment consists of 82 daily
newspapers in 34 states and two U.S. territories, including USA
TODAY, a national, general-interest daily newspaper; and USA
WEEKEND, a magazine supplement for newspapers. The newspaper
segment also includes non-daily publications, a survey firm and a
nationwide network of offset presses for commercial printing.
The broadcasting segment's principal activities include the
operation of television and radio stations. At the end of 1994,
the Company owned 10 television stations and 11 radio stations.
Refer to Note 2 for a discussion of the acquisition of a TV
station in 1994.
The outdoor advertising segment involves the selling of
advertising space on outdoor advertising structures and transit
and transit shelter advertising operations in 11 states and
Canada.
Separate financial data for each of the Company's three
business segments is presented on page 47. Operating income
represents total revenue less operating expenses, depreciation
and amortization of intangibles. In determining operating income
by industry segment, general corporate expenses, interest expense
and other income and expense items of a non-operating nature are
not considered. Corporate assets include cash and marketable
securities, certain investments, long-term receivables and plant
and equipment primarily used for corporate purposes. Interest
capitalized has been included as a corporate capital expenditure
for purposes of segment reporting.
<PAGE>
-43-
Report of independent accountants
To the Board of Directors and
Shareholders of Gannett Co., Inc.
In our opinion, the accompanying consolidated balance sheets and
the related consolidated statements of income, of cash flows and
of changes in shareholders' equity present fairly, in all
material respects, the financial position of Gannett Co., Inc.
and its subsidiaries at December 25, 1994 and December 26, 1993,
and the results of their operations and their cash flows for each
of the three years in the period ended December 25, 1994, in
conformity with generally accepted accounting principles. These
financial statements are the responsibility of the Company's
management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits
of these statements in accordance with generally accepted
auditing standards which require that we plan and perform the
audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting
principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the
opinion expressed above.
As discussed in Notes 6 and 7 to the financial statements,
the Company adopted Statement of Financial Accounting Standards
No. 106, "Employers' Accounting for Postretirement Benefits Other
Than Pensions," and Statement of Financial Accounting Standards
No. 109, "Accounting for Income Taxes," in 1992.
Price Waterhouse LLP
Washington, D.C.
January 26, 1995
<PAGE>
-44,45-
<TABLE>
11-YEAR SUMMARY
In thousands of dollars except per share amounts
<CAPTION>
1994 1993 1992 1991 1990 1989
----------- ------------ ------------ ------------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C>
Net operating revenues:
Newspaper advertising $2,152,671 $2,005,037 $1,882,114 $1,852,591 $1,917,477 $2,018,076
Newspaper circulation 849,461 838,706 807,093 777,221 730,426 718,087
Broadcasting 406,608 397,204 370,613 357,383 396,693 408,363
Outdoor advertising 241,128 230,771 241,313 260,120 271,366 257,890
Other 174,655 169,903 167,824 134,720 125,659 115,773
----------- ------------ ------------ ------------- ------------ -----------
Total (Notes a and b, see page 46) 3,824,523 3,641,621 3,468,957 3,382,035 3,441,621 3,518,189
----------- ------------ ------------ ------------- ------------ -----------
Operating Expenses:
Costs and expenses 2,802,949 2,717,634 2,653,803 2,623,335 2,568,744 2,571,617
Depreciation 163,242 164,420 157,242 158,389 153,211 149,893
Amortization of intangible assets 45,554 45,215 40,629 41,364 40,825 40,168
----------- ------------ ------------ ------------- ------------ -----------
Total 3,011,745 2,927,269 2,851,674 2,823,088 2,762,780 2,761,678
----------- ------------ ------------ ------------- ------------ -----------
Operating Income 812,778 714,352 617,283 558,947 678,841 756,511
Non-operating income (expense):
Interest expense (45,624) (51,250) (50,817) (71,057) (71,567) (90,638)
Other 14,945 5,350 7,814 14,859 10,689 (18,364)
----------- ------------ ------------ ------------- ------------ -----------
Income before income taxes 782,099 668,452 574,280 502,749 617,963 647,509
Provision for income taxes 316,700 270,700 228,600 201,100 241,000 250,000
----------- ------------ ------------ ------------- ------------ -----------
Income before cumulative effect of accounting
principle changes 465,399 397,752 345,680 301,649 376,963 397,509
Cumulative effect on prior years of accounting
principle changes for:
Income taxes 34,000
Retiree health and life insurance benefits (180,000)
----------- ------------ ------------ ------------- ------------ -----------
Net Income $465,399 $397,752 $199,680 $301,649 $376,963 $397,509
=========== ============ ============ ============= ============ ===========
Per share amounts (1)
Income before cumulative effect of accounting
principle changes $3.23 $2.72 $2.40 $2.00 $2.36 $2.47
Net income $3.23 $2.72 $1.39 $2.00 $2.36 $2.47
Dividends declared 1.34 1.30 1.26 1.24 1.21 1.11
Shareholders' equity (3) 13.04 12.98 10.94 10.71 12.98 12.40
Weighted average number of common and common
equivalent shares outstanding in thousands (2) 144,276 146,474 144,148 150,783 160,047 161,253
Financial position:
Current assets $650,837 $757,957 $631,447 $636,101 $668,690 $671,030
Current Liabilities 527,054 455,139 431,551 443,835 500,203 477,822
Working capital 123,783 302,818 199,896 192,266 168,487 193,208
Long-term debt excluding current maturities 767,270 850,686 1,080,756 1,335,394 848,633 922,470
Shareholders' equity 1,822,238 1,907,920 1,580,101 1,539,487 2,063,077 1,995,791
Total assets 3,707,052 3,823,798 3,609,009 3,684,080 3,826,145 3,782,848
Selected financial percentages and ratios
Percentage increase (decrease):
Earnings after tax (4) 17.0% 15.1% 14.6% -20.0% -5.2% 9.1%
Earnings per share (4) 18.8% 13.3% 20.0% -15.3% -4.5% 9.3%
Dividends declared per share 3.1% 3.2% 1.6% 2.5% 9.0% 8.8%
Book value per share 0.5% 18.6% 2.1% -17.5% 4.7% 11.8%
Credit ratios
Long-term debt to shareholders' equity 42.1% 44.6% 68.4% 86.7% 41.1% 46.2%
Times interest expense earned 18.1X 14.0X 12.3X 8.1X 9.6X 8.1X
<PAGE>
1988 1987 1986 1985 1984
----------- ------------ ------------ ------------- ------------
Net operating revenues:
Newspaper advertising $1,908,566 $1,787,077 $1,588,985 $1,213,577 $1,064,056
Newspaper circulation 685,663 645,356 575,806 464,976 418,552
Broadcasting 390,507 356,815 351,133 265,480 232,748
Outdoor advertising 226,532 201,771 210,572 207,572 199,570
Other 103,217 88,428 75,001 57,816 45,271
----------- ------------ ------------ ------------- ------------
Total (Notes a and b, see page 46) 3,314,485 3,079,447 2,801,497 2,209,421 1,960,197
----------- ------------ ------------ ------------- ------------
Operating Expenses:
Costs and expenses 2,449,587 2,257,304 2,061,789 1,601,372 1,423,088
Depreciation 136,861 124,485 111,229 85,512 75,922
Amortization of intangible assets 40,312 36,595 31,980 18,017 14,591
----------- ------------ ------------ ------------- ------------
Total 2,626,760 2,418,384 2,204,998 1,704,901 1,513,601
----------- ------------ ------------ ------------- ------------
Operating Income 687,725 661,063 596,499 504,520 446,596
Non-operating income (expense):
Interest expense (88,557) (85,681) (79,371) (25,926) (24,190)
Other 8,292 15,013 23,076 6,183 8,428
----------- ------------ ------------ ------------- ------------
Income before income taxes 607,460 590,395 540,204 484,777 430,834
Provision for income taxes 243,000 271,000 263,800 231,500 206,900
----------- ------------ ------------ ------------- ------------
Income before cumulative effect of accounting
principle changes 364,460 319,395 276,404 253,277 223,934
Cumulative effect on prior years of accounting
principle changes for:
Income taxes
Retiree health and life insurance benefits
----------- ------------ ------------ ------------- ------------
Net Income $364,460 $319,395 $276,404 $253,277 $223,934
=========== ============ ============ ============= ============
Per share amounts (1)
Income before cumulative effect of accounting
principle changes $2.26 $1.98 $1.71 $1.58 $1.40
Net income $2.26 $1.98 $1.71 $1.58 $1.40
Dividends declared 1.02 0.94 0.86 0.765 0.665
Shareholders' equity (3) 11.09 9.94 8.88 7.93 7.13
Weighted average number of common and common
equivalent shares outstanding in thousands (2) 161,622 161,704 161,380 160,466 160,224
Financial position:
Current assets $665,031 $601,220 $570,589 $473,394 $394,222
Current Liabilities 500,835 474,775 432,327 303,142 293,423
Working capital 164,196 126,445 138,262 170,252 100,799
Long-term debt excluding current maturities 1,134,737 1,094,321 1,201,370 491,565 188,724
Shareholders' equity 1,786,441 1,609,394 1,433,781 1,275,213 1,141,964
Total assets 3,792,820 3,510,259 3,365,903 2,313,218 1,812,200
Selected financial percentages and ratios
Percentage increase (decrease):
Earnings after tax (4) 14.1% 15.6% 9.1% 13.1% 16.8%
Earnings per share (4) 14.1% 15.8% 8.2% 12.9% 16.7%
Dividends declared per share 8.5% 9.3% 12.4% 15.0% 9.0%
Book value per share 11.6% 11.9% 11.7% 11.5% 11.5%
Credit ratios
Long-term debt to shareholders' equity 63.5% 68.0% 83.8% 38.6% 16.6%
Times interest expense earned 7.9X 7.9X 7.8X 19.7X 18.8X
(1) Per share amounts have been based upon average number of shares
outstanding during each year, giving retroactive effect to adjustment in (2).
(2) Shares outstanding have been converted to a comparable basis by
reflecting retroactively shares issued for a 2-for-1 stock split effective
January 6, 1987.
(3) Based upon year-end shareholders' equity and shares outstanding.
(4) Before cumulative effect of accounting principle changes (refer to
Notes 6 and 7 to the consolidated financial statements).
<PAGE>
-46-
Notes to 11-year summary
(a) The Company and its subsidiaries made the acquisitions listed
at right during the period. The results of operations of these
acquired businesses are included in the accompanying financial
information from the date of purchase. Note 2 of the consolidated
financial statements on page 36 contains further information
concerning certain of these acquisitions.
(b) During the period, the Company sold substantially all of the
assets or capital stock of certain other subsidiaries and
divisions of other subsidiaries for which the revenues and
contributions to consolidated net income were not material. Note
2 of the consolidated financial statements on page 36 contains
further information concerning certain of these dispositions.
Acquisitions 1984-1994
1984
June 27 WDAE-AM, Tampa
Dec. 3 KKBQ/KKBQ-FM, Houston
1985
March 15 Triangle Sign Company
March 29 Family Weekly magazine, now USA WEEKEND
July 1 The Des Moines Register and The Jackson Sun
Nov. 27 Peekskill Star Corporation
1986
Jan. 3 KTKS-FM now KHKS-FM, Dallas
Feb. 18 The Evening News Association
July 14 The Courier-Journal and Louisville Times Company
July 29 KCMO-AM and KBKC-FM
Sept. 16 KHIT-FM, Seattle
Dec. 1 Arkansas Gazette Company
1987
July 15 Gannett Direct Marketing Services, Inc.
1988
Feb. 1 WFMY-TV, Greensboro, N.C.
WTLV-TV, Jacksonville, Fla.
July 1 New York Subways Advertising Co., Inc.
and related companies
1989
Oct. 31 Rockford Magazine
Nov. 6 Outdoor advertising displays merged into New
Jersey Jersey Outdoor
1990
March 28 Great Falls (Mont.) Tribune
May 17 Ye Olde Fishwrapper
June 18 The Shopper Advertising, Inc.
Sept. 7 Desert Community Newspapers
Dec. 27 North Santiam Newspapers
Dec. 28 Pensacola Engraving Co.
1991
Feb. 11 The Add Sheet
April 3 New Jersey Publishing Co.
Aug. 30 The Times Journal Co., including The Journal
Newspapers, The Journal Printing Co. (now
Springfield Offset) and Telematch
Oct. 3 Gulf Breeze Publishing Co.
1992
April 24 Graphic Publications, Inc.
1993
Jan. 30 The Honolulu Advertiser
April 24 Tulare Advance-Register
1994
May 3 Nursing Spectrum
June 9 Altoona Herald-Mitchellville Index and the
Eastern ADvantage
Dec. 1 KTHV-TV, Little Rock
<PAGE>
-47-
Form 10-K information
Business of the Company
Gannett Co., Inc. is a diversified information company that
operates primarily in the U.S. Approximately 98% of its revenues
are from domestic operations. Its foreign operations are
primarily in Canada, but it also conducts business in certain
European, Asian and other foreign markets. Its corporate
headquarters is in Arlington, Va., near Washington, D.C. It was
incorporated in New York in 1923 and was reincorporated in
Delaware in 1972.
The Company's principal business segments are newspaper
publishing, broadcasting and outdoor advertising.
The Company's newspapers make up the largest newspaper group
in the U.S. in circulation. The Company operates 82 daily
newspapers, with a total average daily circulation of more than
6.3 million for 1994, including USA TODAY. The Company also
publishes USA WEEKEND, a weekend newspaper magazine, and a number
of non-daily publications.
On December 25, 1994, the broadcasting division included 10
television stations in markets with almost 10 million households
and 11 radio stations in markets with a listening population of
more than 36 million.
The outdoor division is the largest in North America, with
operations in 11 states and Canada. It includes 12 outdoor
advertising companies, transit and transit shelter advertising
operations, and a printing division.
The Company also owns the following: Gannett News Service,
which provides news services for its newspaper operations;
Gannett National Newspaper Sales, which markets the Company's
nationwide newspaper advertising resources; Gannett Offset, which
coordinates the sale, marketing and production of commercial
offset printing done for national and regional customers at many
of Gannett's newspapers with offset presses and at the Company's
offset printing facilities in Chandler, Ariz., Miramar, Fla.,
Nashville, Tenn., Atlanta, Ga., St. Louis, Mo., Norwood, Mass.,
and Springfield, Va.; Louis Harris & Associates, an opinion
research firm; electronic information services, including the USA
TODAY Information Network; Gannett Media Technologies
International, which develops and markets software and other
products for the publishing industry; Gannett Direct Marketing
Services, a direct marketing company with operations in
Louisville, Ky.; Telematch, a telephone database service; Nursing
Spectrum, publisher of biweekly periodicals specializing in
advertising for nursing employment; Gannett Community Directories
of New Jersey, yellow-pages publishing; The Add Sheet, a group of
weekly advertising shoppers; and Gannett TeleMarketing, a
telephone sales and marketing business.
Business segment financial information
Selected financial information for the Company's three business
segments is presented below. For a description of the accounting
policies related to this information, see Note 10 to the
Company's Consolidated Financial Statements. The Company's
business segments have seasonal aspects with peak revenue
generally occurring in the fourth and, to a lesser extent, the
second fiscal quarters.
In thousands of dollars
Business segment financial information
1994 1993 1992
------------ ------------ ------------
Operating revenues:
Newspaper publishing $3,176,787 $3,013,646 $2,857,839
Broadcasting 406,608 397,204 370,613
Outdoor advertising 241,128 230,771 241,313
Intersegment items - - (808)
------------ ------------ ------------
$3,824,523 $3,641,621 $3,468,957
------------ ------------ ------------
Operating income:
Newspaper publishing $733,925 $677,285 $607,637
Broadcasting 128,863 86,686 66,181
Outdoor advertising 17,103 14,799 8,191
Corporate (67,113) (64,418) (64,726)
------------ ------------ ------------
$812,778 $714,352 $617,283
------------ ------------ ------------
Identifiable assets:
Newspaper publishing $2,574,415 $2,548,143 $2,360,546
Broadcasting 643,157 685,230 721,675
Outdoor advertising 233,224 263,286 279,236
Corporate 256,256 327,139 247,552
------------ ------------ ------------
$3,707,052 $3,823,798 $3,609,009
------------ ------------ ------------
Depreciation and amortization:
Newspaper publishing $150,676 $147,524 $135,076
Broadcasting 29,089 31,449 31,249
Outdoor advertising 18,632 18,616 19,594
Corporate 10,399 12,046 11,952
------------ ------------ ------------
$208,796 $209,635 $197,871
------------ ------------ ------------
Capital expenditures:
Newspaper publishing $109,997 $111,111 $122,684
Broadcasting 11,673 9,144 17,606
Outdoor advertising 5,792 7,528 8,473
Corporate 17,392 4,339 5,309
------------ ------------ ------------
$144,854 $132,122 $154,072
------------ ------------ ------------
<PAGE>
-48-
Newspaper publishing
On December 25, 1994, the Company operated 82 daily newspapers,
including USA TODAY, and a number of non-daily local
publications, in 34 states, Guam and the U.S. Virgin Islands. The
Newspaper Division is headquartered in Arlington, Va., and on
December 25, 1994 it had approximately 31,900 full-time and
part-time employees. Newspaper operating revenues accounted for
approximately 82% of the Company's net operating revenues in 1992
and 83% in 1993 and 1994.
USA TODAY was introduced on September 15, 1982 as the
country's first national, general-interest daily newspaper. It
is available in all 50 states and is available to readers on the
day of publication in the top 100 metropolitan markets in the
U.S.
USA TODAY is produced at facilities in Arlington, Va., and
is transmitted via satellite to offset printing plants around the
country. It is printed at Gannett plants in 21 U.S. markets and
under contract at offset plants in 11 other U.S. markets. It is
sold at newsstands and vending machines for 50 cents a copy. Mail
subscriptions are available nationwide and abroad, and home and
office delivery is offered in many markets. Approximately 61% of
its net paid circulation results from single-copy sales at
newsstands or vending machines and the remainder is from home and
office delivery, mail and other sales.
USA TODAY's financial results improved in 1994, as
advertising revenues rose 7% and costs declined slightly.
USA TODAY International, published separately from USA
TODAY, is printed from satellite transmission under contract in
London, Zurich and Hong Kong, and operates in Europe, the Middle
East, Africa and Asia. It is available in more than 90 foreign
countries.
The Gannett News Service is headquartered in Arlington, Va.,
and has bureaus in nine other states (see page 63 for more
information). Gannett News Service provides national and regional
news coverage and sports, features, photo and graphic services to
Gannett newspapers.
The newspaper publishing segment also includes USA WEEKEND,
which is distributed as a weekend newspaper supplement in 428
newspapers throughout the country, with a total circulation of
18.6 million at the end of 1994.
At the end of 1994, 50 of the Company's daily newspapers,
including USA TODAY, were published in the morning and 32 were
published in the evening.
Individually, Gannett newspapers are the dominant news and
information source with strong brand recognition in their market.
Their durability lies in the quality of their management, their
flexibility, their focus on customer-directed programs like NEWS
2000 and ADvance, and their capacity to invest in new technology.
Collectively, they form a network of powerful franchises across
the nation.
In 1994, the Company's newspapers continued to refine
strategies to improve news-content quality. In keeping with the
principles of NEWS 2000, a program launched in 1991, newsrooms
significantly expanded or enhanced their local reports as well as
their interaction with community groups, improved coverage of
diversity, and increased public service journalism.
In 1994, the Company completed ADvance basic training of
more than 2,500 advertising and marketing executives and account
representatives. Introduced in June 1992, ADvance is a program to
develop marketing partnerships with advertisers and enhance the
skills of newspaper sales and marketing staffs. The Company will
continue to undertake significant training efforts to implement
ADvance concepts during 1995.
All of the Company's daily newspapers receive the Gannett
News Service. In addition, all subscribe to The Associated Press,
and some receive various supplemental news and syndicated
features services.
The senior executive of each newspaper is the publisher, and
the newspapers have advertising, business, circulation, news,
market development and production departments.
Technological advances in recent years have had an impact on
the way newspapers are produced. Computer-based text editing
systems capture drafts of reporters' stories and are then used to
edit and produce type for transfer by a photographic process to
printing plates. All of the Company's daily newspapers are
produced by this method. "Pagination" enables editors to create a
newspaper page by computer, avoiding all or part of the manual
"paste-up" of the page before it can be converted into a printing
plate. The Company uses pagination systems at 51 newspaper
plants.
During 1994, the Mobile Advertising Sales System (MASS), a
sales "tool-kit" on laptop personal computers which was developed
by the Company in 1993, was introduced at eight newspapers for
more than 80 advertising account representatives. Thirty
additional newspapers and 400 account representatives are
expected to be added in 1995.
AdLink, a computer software application that allows real
estate advertisers to track properties and to facilitate the
make-up of complex newspaper advertisements, was tested and
installed in Cincinnati and will be in other newspapers in 1995.
Real estate advertisers have indicated they will increase the
number of advertising pages if they have the resources to produce
and manage them.
N11 audiotext services were installed in Nashville and
Shreveport in 1994 and in Brevard in early 1995. Brevard and
Gannett Suburban Newspapers have interactive on-line service
arrangements with CompuServe.
<PAGE>
-49-
Working with Digital Collections Verlagsgesellschaft of
Hamburg, Germany, the Company has developed an integrated text
and picture archiving system. This system stores, retrieves and
distributes text, photos and full-page images of the newspaper in
a digital form that can be searched using an easy-to-use
interface. Installation and testing began in Rochester during
January 1994 with three other newspaper installations completed
by the end of 1994. Twenty or more installations are scheduled
for 1995.
Fifty-one daily newspaper plants print by the offset
process, and 19 plants print using various letterpress processes.
Improved technology for all of the newspapers has resulted
in greater speed and accuracy and in a reduction in the number of
production hours worked per page. In 1994, the production hours
worked per page were reduced by 6%.
The principal sources of newspaper revenues are circulation
and advertising.
Circulation: The following table summarizes the circulation
volume and revenues of the newspapers owned by the Company at the
end of 1994. USA TODAY circulation is included in this table.
This table assumes that all newspapers owned by the Company
at the end of 1994 were owned during all years shown:
Circulation: newspapers owned on Dec. 25, 1994
Circulation Daily Sunday
revenues net paid net paid
in thousands circulation circulation
-------------- ------------- ------------
1994 $844,225 6,303,000 6,044,000
1993 $832,992 6,287,000 6,103,000
1992 $812,326 6,287,000 6,083,000
1991 $776,022 6,220,000 6,039,000
1990 $729,099 6,215,000 6,023,000
The Company emphasized improving customer service and
increasing circulation and household penetration at all of its
newspaper operations in 1994 and will continue to do so in 1995.
Forty-one of the Company's local newspapers reported gains
in daily circulation during 1994, and 25 increased Sunday
circulation.
Home delivery prices for the Company's newspapers are
established individually for each newspaper and range from $1.25
to $3.60 per week in the case of daily newspapers and from $.57
to $2.05 per copy for Sunday newspapers.
Additional information about the circulation of the
Company's newspapers may be found on page 24 and on pages 60-62
of this annual report.
Advertising: Advertising revenues are generated through the
sale of retail (local), classified, national and preprint
advertising. A detailed analysis of newspaper advertising
revenues is presented below and on page 23 of this report.
Retail advertising is display advertising associated with
local merchants, such as department and grocery stores.
Classified advertising includes the ads listed together in
sequence by the nature of the ads, such as automobile sales, real
estate sales and "help wanted." National advertising is display
advertising principally from advertisers who are promoting
products or brand names on a nationwide basis. Retail and
national advertising may appear in the newspaper itself or in
preprinted sections. Generally there are different rates for each
category of advertising, and the rates for each newspaper are set
independently, varying from city to city. The newspapers have
advertising departments that solicit retail, classified and
national advertising.
Gannett National Newspaper Sales also solicits national
advertisers and certain national and regional retail advertisers.
The newspapers have made continuing efforts to serve their
readers and advertisers by introducing total market coverage
programs and by targeting specific market segments desired by
many advertisers through the use of specially zoned editions and
other special publications.
Classified revenue rose for the year, reflecting continued
growth in the employment and automotive categories. Real estate
advertising was flat. Retail (local) Run-of-Press advertising
(ROP) improved 2% for the year. There was consistent growth of
medium and small advertisers throughout the year. Preprint
revenues grew as well in 1994, as certain multi-market
advertisers continued to convert their ad spending from ROP to
preprint.
Overall, general economic conditions for newspaper
advertising improved. Regionally, local advertising improved in
much of the country. Employment advertising was strong throughout
the country, followed by automotive. Ad revenues are expected to
continue to grow in 1995 but at a slower rate.
The following chart summarizes the advertising linage (in
six-column inches) and advertising revenues of the newspapers
owned by the Company at the end of 1994. Again, this chart
assumes that all of the newspapers owned at the end of 1994 were
owned throughout the years shown:
Advertising: newspapers owned on Dec. 25, 1994
Advertising
revenues Inches of
in thousands advertising
-------------- -------------
1994 $2,137,805 131,375,000
1993 $2,001,625 125,757,000
1992 $1,917,672 119,616,000
1991 $1,863,833 114,216,000
1990 $1,932,430 118,419,000
<PAGE>
-50-
Competition: The Company's newspapers compete with other
media for advertising principally on the basis of their
advertising rates and their performance in helping sell the
advertisers' products or services. They compete for circulation
principally on the basis of their content and their price. While
most of the Company's newspapers do not have daily newspaper
competitors that are published in the same city, in certain of
the Company's larger markets, there is such direct competition.
Most of the Company's newspapers compete with other newspapers
published in nearby cities and towns and with free distribution
and paid advertising weeklies.
At the end of 1994, The Cincinnati Enquirer, The Detroit
News, the El Paso (Texas) Times, the Honolulu Advertiser, The
Tennessean at Nashville and the Tucson (Ariz.) Citizen were
published under joint operating agreements with non-Gannett
newspapers located in the same cities. All of these agreements
provide for joint business, advertising, production and
circulation operations and a contractual division of profits. The
editorial and reporting staffs of the Company's newspapers,
however, are separate and autonomous from those of the
non-Gannett newspapers.
On January 30, 1993, the Company completed the acquisition
of the Honolulu Advertiser and the sale of the Honolulu
Star-Bulletin. The acquisition of the morning publication
Advertiser was for approximately $250 million. Concurrent with
these transactions, the Honolulu joint operating agreement was
amended to provide the Company with a greater share of profits
from the operation.
On March 31, 1991, the Shreveport, La., joint operating
agreement was terminated and the Shreveport Journal, the
non-Gannett newspaper in the agreement, ceased publication. The
partners in this agreement continued their contractual division
of profits through December 25, 1994.
Through internal development programs and acquisitions, the
Company continues to explore new opportunities in news,
information and communications businesses. Recent business
developments include USA TODAY Baseball Weekly, which was
successfully launched in 1991; Telematch, a telephone database
service; Gannett Media Technologies International, a division
designed to market products developed by Gannett's Advanced
Systems Lab and currently in use at Gannett newspapers; as well
as publishing and electronic information services.
At the end of 1994, the Company ceased operating USA TODAY
Sky Radio, which distributed news and entertainment programming
by satellite to commercial airlines, because of insufficient
advertiser interest.
Properties: Generally, the Company owns the plants that
house all aspects of the newspaper publication process. In the
case of USA TODAY, at December 25, 1994, 11 non-Gannett printers
were used to print the newspaper in the U.S. in markets where
there are no Company newspapers with appropriate facilities.
Three non-Gannett printers in foreign countries are used to print
USA TODAY International. USA WEEKEND is also printed under
contract with a commercial printing company. Many of the
Company's newspapers also have outside news bureaus and sales
offices, which generally are leased. In a few cities, two or more
of the Company's newspapers share combined facilities; and in two
locations, facilities are shared with other newspaper properties
under joint operating agreements. The Company's newspaper
properties have rail siding facilities or access to main roads
for newsprint delivery purposes and are conveniently located for
distribution purposes.
During the past five years, new or substantial additions or
remodeling of existing newspaper facilities have been completed
or are at some stage of construction at 10 of the Company's
newspaper operations. During 1994, facility expansion and
renovations in Lansing were completed. As part of the Company's
annual capital expenditure program, its properties are improved
or upgraded on a regular basis. The Company's facilities are
adequate for present operations.
Raw materials: Newsprint is the basic raw material used to
publish newspapers. During 1994, the Company's newsprint
consumption was approximately 837,000 metric tons, including the
Company's portion of newsprint consumed at joint operating
agencies, consumption by USA WEEKEND, and USA TODAY tonnage
consumed at non-Gannett print sites. The Company purchases
newsprint from 29 North American and offshore suppliers under
contracts which expire at various times through 2010.
During 1994, all of the Company's newspapers used some
recycled newsprint. For the year, approximately 83% of the
Company's newsprint consumption contained recycled content. The
Company expects to further increase its newsprint consumption
from recycled sources.
In 1994, newsprint supplies were ample, however, a work
stoppage at several West Coast suppliers continues and supplies
are tighter than customary. The Company believes, however, that
the available sources of newsprint, together with present
inventories, will continue to be adequate to supply the needs of
its newspapers.
Newsprint prices at the end of 1994 were 12% higher than the
previous year-end. Suppliers have enacted or announced further
price increases aggregating 40% for 1995 and management believes
that price increases beyond this level are possible.
<PAGE>
-51-
Regulation: Gannett is committed to protecting the
environment. Our goal is to ensure that Gannett facilities are in
compliance with federal, state and local environmental laws and
to incorporate appropriate environmental practices and standards
in our newspaper, broadcast and outdoor advertising operations.
The Company employs a corporate environmental manager responsible
for oversight not only of regulatory compliance but also of
preventive measures. The Company is one of the industry leaders
in the use of recycled newsprint. From 1989 to 1994, the Company
increased usage of newsprint containing recycled content from
42,000 metric tons in 1989 to more than 699,000 metric tons in
1994. The Company's newspapers use inks, photographic chemicals,
solvents and fuels. The use and disposal of these substances may
be regulated by federal, state and local agencies. Through its
Environmental Compliance Plan, the Company believes it is taking
effective measures to maintain compliance with environmental
laws. Any release into the environment may create obligations to
private and governmental entities under a variety of statutes and
rules regulating the environment, including the issuance of
permits.
Several of the Company's newspaper subsidiaries have been
included among the potentially responsible parties in connection
with the alleged disposal of ink or other chemical wastes at
disposal sites which have been subsequently identified as
inactive hazardous waste sites by the U.S. Environmental
Protection Agency or comparable state agencies. The Company does
not believe that these matters will have any significant impact
on its financial condition or results of operations.
Additional information about the Company's newspapers may be
found on pages 60-63 of this report.
Broadcasting
On December 25, 1994, the Company's television division,
headquartered in Arlington, Va., included 10 television stations,
in markets with a total of almost 10 million households. The
Company's radio division includes 11 radio stations in six
markets with a listening population of more than 36 million.
Exclusive rights to market and distribute USA TODAY Radio, a
news and information script service, were licensed to ABC Radio
Networks. ABC Radio Networks began broadcast and delivery of the
USA TODAY service to approximately 2,000 radio affiliates in
1987.
At the end of 1994, the broadcasting division had
approximately 2,000 full-time and part-time employees.
Broadcasting revenues accounted for approximately 11% of the
Company's net operating revenues in 1992, 1993 and 1994.
The principal sources of the Company's broadcasting revenues
are: 1) local advertising focusing on the immediate geographic
area of the stations; 2) national advertising; 3) compensation
paid by the networks for carrying commercial network programs;
and 4) payments by advertisers to television stations for other
services, such as the production of advertising material. The
advertising revenues derived from a station's local news programs
make up a significant part of its total revenues.
Advertising rates charged by a television station are based
primarily upon the station's ability to attract viewers,
demographics and the number of television households in the area
served by the station.
Practically all national advertising is placed through
advertising representatives. Local advertising time is sold by
each station's own sales force.
Generally, a network provides programs to its affiliated
television stations, sells commercial advertising announcements
within the network programs and compensates the local stations by
paying an amount based on the television station's network
affiliation agreement. Each radio station with a network
affiliation is paid a flat annual fee under its affiliation
agreement. Local programming quality and the geographic coverage
of its signal are key factors in a radio station's competitive
position within the market. Since most radio programming
originates locally, network affiliation has little effect on a
radio station's competitive position.
Programming: The costs of locally produced and purchased
syndicated programming are a significant portion of television
operating expenses. Syndicated programming costs are determined
based upon largely uncontrollable market factors, including
demand from the independent and affiliated stations within the
market and in some cases from cable operations. In recent years,
the Company's television stations have increased their locally
produced news and entertainment programming in an effort to
provide programs that distinguish the stations from the
competition and to better control costs.
Properties: The Company's broadcasting facilities are
adequately equipped with the necessary television and radio
broadcasting equipment. The Company owns transmitter sites in 13
locations and leases sites in 12 others.
During the past five years, new broadcasting facilities have
been built in Denver, Los Angeles and Washington, D.C.
Substantial additions or improvements were completed in Austin
and Dallas, Texas, Greensboro, N.C., and Little Rock. Substantial
remodeling is underway in Atlanta and is being planned for
Jacksonville. The Company's broadcast facilities are adequate for
present purposes.
<PAGE>
-52-
Competition: In each of its broadcasting markets, the
Company's stations compete for revenues with other
network-affiliated and independent television and radio
broadcasters and with other advertising media, such as cable
television, newspapers, magazines and outdoor advertising. The
Company's broadcasting stations compete principally on the basis
of their market share, advertising rates and audience
composition.
Network programming constitutes a substantial part of the
programs broadcast on the Company's television stations, and the
Company's competitive position is directly affected by viewer
acceptance of network programming. Local news has been most
important to a station's success and there is a growing emphasis
on other forms of local programming as well as continuing
involvement in the local community.
Other sources of present and potential competition for the
Company's broadcasting properties include pay cable, home video
and audio recorders and video disc players, direct broadcast
satellite and low power television. Some of these competing
services have the potential of providing improved signal
reception or increased home entertainment selection, and they are
continuing development and expansion.
Regulation: The Company's television and radio stations are
operated under the authority of the Federal Communications
Commission (FCC) under the Communications Act of 1934, as amended
(Communications Act), and the rules and policies of the FCC (FCC
Regulations).
Under the Communications Act, television broadcast licenses
are granted for a maximum period of five years and radio licenses
are granted for a maximum period of seven years. Television and
radio broadcast licenses are renewable upon application to the
FCC and in the past usually have been renewed except in rare
cases in which a conflicting application, a petition to deny, a
complaint or an adverse finding as to the licensee's
qualifications has resulted in loss of the license. Petitions to
deny license renewal are currently pending against two of the
Company's radio facilities and one television station, but in the
Company's judgment none of the petitions has merit. No competing
applications are pending with respect to any of the Company's
stations. The Company believes it is in substantial compliance
with all applicable provisions of the Communications Act and FCC
Regulations.
FCC Regulations also prohibit concentrations of broadcasting
control and regulate network programming and syndication of
programs. FCC Regulations governing multiple ownership prohibit
the common ownership or control of most communications media
serving common market areas (for example, television and radio,
except that waivers can be sought for television and radio
ownership in the top 25 markets; television and daily newspapers;
radio and daily newspapers; or television and cable television)
and limit the number of broadcast interests held by any person
to a maximum of 12 television stations (subject to certain
restrictions with respect to the size of the audience reached by
the stations), 18 AM radio stations and 18 FM radio stations.
Other matters:Gannett Broadcasting, along with CBS Radio and
Westinghouse Electric subsidiaries Group W Radio and Xetron
Corporation, have formed a partnership, USA Digital Radio, to
develop in-band on-channel AM and FM digital audio broadcasting
(DAB) systems. During 1994, the partnership substantially
completed prototypes of AM and FM DAB. USA Digital Radio's
systems, along with those of competing developers, have been
submitted for testing and evaluation by the National Radio
Systems Committee. Additionally, USA Digital Radio's success is
dependent on FCC approval of its techniques for broadcasting DAB
within the AM and FM radio bands.
Additional information about the Company's television and
radio stations may be found on page 64 of this annual report.
Outdoor advertising
At the end of 1994, the Company's outdoor advertising division,
headquartered in New York City, included 12 outdoor advertising
companies operating in 17 major markets in the U.S. and most
major markets in Canada, and a printing division. The outdoor
division had approximately 1,500 full-time and part-time
employees at the end of 1994. The group accounted for
approximately 7% of the Company's net operating revenues in 1992,
and 6% in 1993 and 1994.
The Company derives its outdoor advertising revenues from
leasing space on its approximately 44,000 advertising displays.
These displays fall into four major groups: poster panels,
bulletins, transit shelter displays and other displays.
Poster panels (27% of outdoor revenues): Poster panels
include standardized posters, which are approximately 12 feet
high and 25 feet long, eight-sheet posters, which are 6 feet high
and 12 feet long (also known as junior posters) and smaller
posters displayed in shopping centers and airports. Posters are
sold in packages based on daily exposure opportunities, usually
for four-week increments. They feature lithographed or
silk-screened advertising copy, posted on the surface of the
board.
Bulletins (41% of outdoor revenues): Bulletins typically are
14 feet high and 48 feet long. They are sold on a unit basis,
typically for four to 12 months. Most are rotated to a different
location every 60 days. "Permanent" bulletins, however, do not
rotate. They tend to have more viewers and are higher priced than
rotating bulletins. The surface of the board is usually hand
painted, computer painted or covered with lithographed paper.
The Company pioneered the use of Superflex and Uniface, flexible
vinyl faces for bulletins, which provide a more attractive
advertising surface. The flexible vinyl faces also are compatible
with new computer printing technology. Additionally, the
<PAGE>
-53-
Company offers backlights, which are rear-illuminated units on major
arterial highways with the advertising message air-brushed,
computer-painted or silk-screened on translucent plastic. These
are available in both the USA and Canada.
Transit shelter displays (19% of outdoor revenues): These
primarily include internally illuminated 4-foot-by-5-foot posters
displayed on public transit shelters in several major cities in
the U.S. and Canada.
Other displays (13% of outdoor revenues): This category
includes poster advertising throughout the New York City subway
system and on buses in Detroit, Grand Rapids and Rochester, N.Y.
Printing division revenues also are
categorized here.
Monthly advertising rates for each of these outdoor
advertising media are based on such factors as the size of the
advertising display, visibility, cost of leasing, construction
and maintenance and the number of people who have the opportunity
to see the advertising message. The latter is measured by the
Traffic Audit Bureau (USA) or the Canadian Outdoor Measurement
Bureau.
Revenues: The principal source of national outdoor
advertising revenues has been the tobacco industry. In recent
years, the tobacco industry has reduced its advertising
expenditures significantly. To partially replace this business,
the Company has obtained additional advertising from
packaged-goods advertisers, as well as the more traditional
sources of automotive, supermarkets, media, financial, fashion,
entertainment and issue-oriented advertising. Outdoor revenues
rose $10 million or 4% in 1994. U.S. operations again experienced
a loss in revenues from advertising by the tobacco industry and
revenues from Southern California operations were lower because
of economic difficulties and business disruption from the
earthquake in early 1994.
The Company also formed and operates Outdoor Network, USA,
which includes 50 independent outdoor companies operating in 90
of the top 100 markets. Gannett Outdoor develops advertising
nationally on behalf of the group, providing a central source to
clients for market information and research, and providing
single-invoice billing. The network's benefits are simplicity in
planning and buying the medium, proof of performance audits,
creative assistance and strengthened client service. The
objective is to bring these benefits to bear in developing new
and lasting sources of national business for network members.
Properties: In the conduct of its outdoor business, the
Company constructs advertising display structures on land or
buildings owned by the Company or leased from others. These
leases are for varying terms and generally have renewal options.
At the end of 1994, the Company leased approximately 21,000 sign
locations. The Company owns approximately 600 parcels of varying
sizes on which it maintains sign structures.
Advertising displays placed in public transit areas are
subject to the terms of separate contracts with various municipal
authorities. These contracts are for varying periods and require
payments to the municipalities which are generally based on a
percentage of the Company's revenue from the displays. The
Company's outdoor facilities and displays are adequate for
present operations.
Competition: The Company encounters direct competition in
all of its principal outdoor advertising market areas. In most of
its markets, the Company is among the larger competitors in terms
of the number of advertising displays. The Company's outdoor
operations also compete for revenues with newspapers, magazines,
television, radio and other advertising media.
Regulation: Federal agencies from time to time propose
restrictions upon the tobacco industry and other businesses that
use outdoor advertising, which could affect the outdoor industry.
A prohibition of advertising for tobacco products in Canada was
phased in over the years 1988-1990. Effective January 1, 1993,
New York City regulations prohibit the advertising of tobacco
products on the city's subway system.
In many localities in which the Company operates, outdoor
advertising is the object of restrictive, and in some cases
prohibitive, zoning regulations. Management expects federal,
state and local regulations to continue to be a significant
factor in the operation of the Company's outdoor advertising
business. It is not possible to predict the extent to which such
regulations could affect future earnings.
Additional information about the Company's outdoor division
can be found on page 64 of this report.
Corporate facilities
The Company leases office space for its headquarters in
Arlington, Va., and also owns data processing facilities in
nearby Maryland. The capital expenditure program for 1992, 1993
and 1994 included amounts for leasehold improvements, land,
building, furniture, equipment and fixtures for headquarters
operations. Headquarters facilities are adequate for present
operations. In March 1994, the Company signed an agreement to
purchase 30 acres of land in Fairfax County, Va., for possible
use as a future site for corporate headquarters and perhaps other
operations. This transaction has not yet been completed.
<PAGE>
-54-
Employee relations
On December 25, 1994, the Company and its subsidiaries had 36,000
full-time and part-time employees. On the basis of hours worked,
the Company employed the equivalent of 32,300 full-time
employees. Six of the Company's newspapers are published together
with non-Company newspapers pursuant to joint operating
agreements, and the employment numbers above include the
Company's pro-rata share of employees at those operations.
Approximately 20% of those employed by the Company and its
subsidiaries are represented by labor unions. They are
represented by 162 local bargaining units affiliated with 18
international unions under collective bargaining agreements.
These agreements conform generally with the pattern of labor
agreements in the newspaper, broadcasting and outdoor advertising
industries. The Company does not engage in industrywide or
companywide bargaining. From time to time, the Company has had
strikes involving its operations, but the strikes have not
significantly affected its operations. The Company strives to
maintain good relationships with its employees and has been
successful in doing so.
The Company provides competitive group life and medical
insurance programs for full-time employees at each location. The
Company pays a substantial portion of these costs. Beginning in
1990, however, most employees began making contributions to cover
a portion of the medical insurance cost. Virtually all of the
Company's units provide retirement or profit-sharing plans which
cover eligible full-time employees.
In 1990, the Company established a 401(k) Savings Plan which
is available to most of its employees.
Acquisitions and dispositions 1990-1994
The growth of the Company has resulted from acquisitions of
businesses, as well as from internal expansion. Its significant
acquisitions since the beginning of 1990 are shown on the next
page. The Company has disposed of several businesses during this
period, which also are listed on the next page.
<PAGE>
-55-
</TABLE>
<TABLE>
Acquisitions 1990-1994
<CAPTION>
Year acquired Name Location Publication times or business
--------------- ----------------------------------- ------------------------------- ------------------------------------
<S> <C> <C> <C>
1990 Great Falls Tribune Great Falls, Mont. Daily and Sunday
Ye Olde Fishwrapper Port Clinton, Ohio Monthly
The Shopper Advertising, Inc. Port Huron, Mich. Weekly
Desert Community Newspapers Palm Springs, Calif. Weeklies
North Santiam Newspapers Salem, Ore. Weeklies
Pensacola Engraving Co. Pensacola, Fla. Commercial printing
1991 The Add Sheet Columbia, Mo. Weekly advertising shopper
New Jersey Publishing Co. Paramus, N.J. Yellow-page directories
The Times Journal Co. Springfield, Va. Daily newspapers, commercial
printing and telephone data service
Gulf Breeze Publishing Gulf Breeze, Fla. Weekly
USA TODAY Sky Radio (1) Arlington, Va. Live news programming for
commercial airlines
1992 Graphic Publications, Inc. Richmond, Ind. Weekly
1993 Honolulu Advertiser Honolulu, Hawaii Daily
Tulare Advance-Register Tulare, Calif. Daily
1994 Nursing Spectrum Various Biweekly periodicals
Altoona Herald-Mitchellville Index Altoona, Iowa Weekly; Weekly advertising shopper
and the Eastern ADvantage
KTHV-TV Little Rock, Ark. Television station
(1) Business formed in 1991 under a partnership agreement in which Gannett Co., Inc. holds a majority interest.
Operations were terminated in December 1994.
</TABLE>
<TABLE>
Dispositions 1990-1994
<CAPTION>
Year sold Name Location Publication times or business
--------------- ----------------------------------- ------------------------------- ------------------------------------
<S> <C> <C> <C>
1990 KNUA-FM Seattle, Wash. Radio station
1991 Arkansas Gazette Company Little Rock, Ark. Daily and Sunday
Journal Newspapers Springfield, Va. Daily
1992 Phoenix Outdoor Phoenix, Ariz. Outdoor advertising
1993 Honolulu Star-Bulletin Honolulu, Hawaii Daily
KCMO/KCMO-FM Kansas City, Mo. Radio stations
KUSA/KSD-FM St. Louis, Mo. Radio stations
WLVI-TV Boston, Mass. Television station
1994 The Stockton Record Stockton, Calif. Daily and Sunday
</TABLE>
<PAGE>
-56-
<TABLE>
QUARTERLY STATEMENTS OF INCOME
In thousands of dollars
<CAPTION>
Fiscal year ended December 25, 1994 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter Total
--------------- --------------- --------------- -------------- --------------
<S> <C> <C> <C> <C> <C>
Net operating revenues:
Newspaper advertising $492,244 $540,150 $521,938 $598,339 $2,152,671
Newspaper circulation 212,140 212,945 210,724 213,652 849,461
Broadcasting 84,007 107,493 95,189 119,919 406,608
Outdoor advertising 46,921 63,181 65,929 65,097 241,128
Other 41,313 43,112 38,647 51,583 174,655
--------------- --------------- --------------- -------------- --------------
Total 876,625 966,881 932,427 1,048,590 3,824,523
--------------- --------------- --------------- -------------- --------------
Operating expenses:
Cost of sales and operating
expenses, exclusive of depreciation 516,424 516,083 524,016 550,287 2,106,810
Selling, general and administrative
expenses, exclusive of depreciation 165,945 168,458 167,447 194,289 696,139
Depreciation 40,490 40,511 42,203 40,038 163,242
Amortization of intangible assets 11,310 11,145 11,506 11,593 45,554
--------------- --------------- --------------- -------------- --------------
Total 734,169 736,197 745,172 796,207 3,011,745
--------------- --------------- --------------- -------------- --------------
Operating Income 142,456 230,684 187,255 252,383 812,778
Non-operating income (expense):
Interest expense (11,168) (10,729) (10,307) (13,420) (45,624)
Other 1,023 1,418 (217) 12,721 14,945
--------------- --------------- --------------- -------------- --------------
Total (10,145) (9,311) (10,524) (699) (30,679)
--------------- --------------- --------------- -------------- --------------
Income before income taxes 132,311 221,373 176,731 251,684 782,099
Provision for income taxes 53,600 89,600 71,200 102,300 316,700
--------------- --------------- --------------- -------------- --------------
Net income $78,711 $131,773 $105,531 $149,384 $465,399
=============== =============== =============== ============== ==============
Net income per share (1) $0.54 $0.90 $0.74 $1.07 $3.23
=============== =============== =============== ============== ==============
(1) As a result of rounding, the total of the four quarters' earnings per share does not equal the earnings per share
for the year.
</TABLE>
<PAGE>
-57-
<TABLE>
QUARTERLY STATEMENTS OF INCOME
In thousands of dollars
<CAPTION>
Fiscal year ended December 26, 1993 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter Total
--------------- --------------- --------------- -------------- --------------
<S> <C> <C> <C> <C> <C>
Net operating revenues:
Newspaper advertising $465,072 $513,226 $475,509 $551,230 $2,005,037
Newspaper circulation 210,053 210,124 207,558 210,971 838,706
Broadcasting 82,876 109,017 92,207 113,104 397,204
Outdoor advertising 47,825 63,987 60,063 58,896 230,771
Other 38,904 41,415 41,195 48,389 169,903
--------------- --------------- --------------- -------------- --------------
Total 844,730 937,769 876,532 982,590 3,641,621
--------------- --------------- --------------- -------------- --------------
Operating expenses:
Cost of sales and operating
expenses, exclusive of depreciation 509,377 517,941 507,291 532,635 2,067,244
Selling, general and administrative
expenses, exclusive of depreciation 163,007 166,242 154,499 166,642 650,390
Depreciation 40,947 41,098 40,687 41,688 164,420
Amortization of intangible assets 11,279 11,404 11,114 11,418 45,215
--------------- --------------- --------------- -------------- --------------
Total 724,610 736,685 713,591 752,383 2,927,269
--------------- --------------- --------------- -------------- --------------
Operating Income 120,120 201,084 162,941 230,207 714,352
Non-operating income (expense):
Interest expense (11,045) (13,504) (13,590) (13,111) (51,250)
Other 1,492 1,848 3,429 (1,419) 5,350
--------------- --------------- --------------- -------------- --------------
Total (9,553) (11,656) (10,161) (14,530) (45,900)
--------------- --------------- --------------- -------------- --------------
Income before income taxes 110,567 189,428 152,780 215,677 668,452
Provision for income taxes 44,225 75,775 64,000 86,700 270,700
--------------- --------------- --------------- -------------- --------------
Net income $66,342 $113,653 $88,780 $128,977 $397,752
=============== =============== =============== ============== ==============
Net income per share (1) $0.46 $0.78 $0.61 $0.88 $2.72
=============== =============== =============== ============== ==============
(1) As a result of rounding, the total of the four quarters' earnings per share does not equal the earnings per share
for the year.
</TABLE>
<PAGE>
-58-
<TABLE>
SCHEDULES TO FORM 10-K INFORMATION
In thousands of dollars
Property, plant & equipment
<CAPTION>
Balance at
beginning Additions Retirements Other Balance at end
Classification of period at cost or sales Changes of period
-------------------------------- -------------- ------------------------- -------------- ---------------- --------------
<S> <C> <C> <C> <C> <C>
Dec. 27, 1992
Land $94,617 $8,069 $809 ($564) $101,313
Buildings & improvements 613,544 51,631 3,502 (336) 661,337
Advertising display structures 272,127 6,602 12,575 (4,009) 262,145
Machinery, equipment & fixtures 1,513,517 155,442 50,012 (171) 1,618,776
Construction in progress and
deposits on contracts 99,713 (49,212) (384) (1,114) 49,771
-------------- ------------------------- -------------- ---------------- --------------
$2,593,518 $172,532 (A)(E) $66,514 ($6,194) (D) $2,693,342
============== ========================= ============== ================ ==============
Dec. 26, 1993
Land $101,313 $31,647 $1,284 $0 $131,676
Buildings & improvements 661,337 34,823 6,778 (279) 689,103
Advertising display structures 262,145 5,454 3,696 (1,758) 262,145
Machinery, equipment & fixtures 1,618,776 118,924 65,651 1,188 1,673,237
Construction in progress and
deposits on contracts 49,771 (9,193) 485 (1,644) 38,449
-------------- ------------------------- -------------- ---------------- --------------
$2,693,342 $181,655 (B)(E) $77,894 ($2,493) (D) $2,794,610
============== ========================= ============== ================ ==============
Dec. 25, 1994
Land $131,676 $878 $687 ($1,701) $130,166
Buildings & improvements 689,103 9,216 7,356 (374) 690,589
Advertising display structures 262,145 3,031 3,067 (2,577) 259,532
Machinery, equipment & fixtures 1,673,237 100,145 105,368 1,178 1,669,192
Construction in progress and
deposits on contracts 38,449 37,998 11,457 (13) 64,977
-------------- ------------------------- -------------- ---------------- --------------
$2,794,610 $151,268 (C)(E) $127,935 ($3,487) (D) $2,814,456
============== ========================= ============== ================ ==============
Notes
(A) Includes assets at acquisition net of adjustments for prior years' acquisitions $18,460
(B) Includes assets at acquisition net of adjustments for prior years' acquisitions $49,533
(C) Includes assets at acquisition net of adjustments for prior years' acquisitions $6,414
(D) Net effect of current foreign currency translation adjustment.
(E) Includes capitalized interest of $2,440 in 1992, $268 in 1993 and $563 in 1994.
(F) Generally the rates of depreciation range from 2.5% to 10% for buildings and improvements,
3.3% to 20% for advertising display structures and 4% to 25% for machinery, equipment and fixtures.
</TABLE>
<PAGE>
-59-
<TABLE>
SCHEDULES TO FORM 10-K INFORMATION
In thousands of dollars
Accumulated depreciation and
amortization of property,
plant and equipment
<CAPTION>
Balance at Additions charged
beginning to costs Retirements Other Balance at end
Classification of period and expenses or sales Changes of period
-------------------------------- -------------- ------------------------- -------------- ---------------- --------------
<S> <C> <C> <C> <C> <C>
Dec. 27, 1992
Buildings & improvements $201,070 $25,793 $1,447 $2,104 $227,520
Advertising display structures 123,081 13,404 3,969 (2,043) 130,473
Machinery, equipment & fixtures 784,457 118,045 39,420 (3,024) 860,058
-------------- ------------------------- -------------- ---------------- --------------
$1,108,608 $157,242 (F) $44,836 ($2,963) (D) $1,218,051
============== ========================= ============== ================ ==============
Dec. 26, 1993
Buildings & improvements $227,520 $26,617 $3,310 $24 $250,851
Advertising display structures 130,473 13,039 3,067 (920) 139,525
Machinery, equipment & fixtures 860,058 124,764 58,474 (383) 925,965
-------------- ------------------------- -------------- ---------------- --------------
$1,218,051 $164,420 (F) $64,851 ($1,279) (D) $1,316,341
============== ========================= ============== ================ ==============
Dec. 25, 1994
Buildings & improvements $250,851 $26,643 $5,431 ($534) $271,529
Advertising display structures 139,525 13,150 2,273 (1,422) 148,980
Machinery, equipment & fixtures 925,965 123,449 83,748 137 965,803
-------------- ------------------------- -------------- ---------------- --------------
$1,316,341 $163,242 (F) $91,452 ($1,819) (D) $1,386,312
============== ========================= ============== ================ ==============
(D)(F) See page 58
</TABLE>
<TABLE>
Valuation and qualifying accounts
Allowance for doubtful receivables
<CAPTION>
Balance at Additions charged Additions
beginning to costs recorded upon Deductions Balance at end
of period and expenses acquisitions from reserves of period
-------------- ------------------ --------------- ---------------- --------------
<S> <C> <C> <C> <C> <C>
Year ended Dec. 27, 1992 $12,469 $22,010 $22,238 $12,241
Year ended Dec. 26, 1993 $12,241 $20,505 $473 $19,304 $13,915
Year ended Dec. 25, 1994 $13,915 $20,139 $33 $18,241 $15,846
</TABLE>
<TABLE>
Supplementary income statement information
<CAPTION>
Fiscal year ended Dec. 25, 1994 Dec. 26, 1993 Dec. 27, 1992
------------------ --------------- ----------------
<S> <C> <C> <C>
Maintenance and repairs $55,131 $45,004 $44,555
Taxes other than payroll and income tax:
Property $20,522 $20,855 $18,313
Other 10,747 9,157 7,699
------------------ --------------- ----------------
$31,269 $30,012 $26,012
------------------ --------------- ----------------
</TABLE>
<PAGE>
-60,61,62-
<TABLE>
MARKETS WE SERVE
<CAPTION>
Daily newspapers
State Circulation Circulation Circulation Joined
Territory City Newspaper Morning Afternoon Sunday Founded Gannett *
-------------- --------------------- ------------------------------- ----------- ------------ ----------- ------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Arizona Tucson Tucson Citizen 48,275 1870 1976 (46)
California Marin County Marin Independent Journal 42,331 43,831 1861 1980 (66)
Palm Springs The Desert Sun 48,498 50,260 1927 1986 (77)
Salinas The Californian 22,999 1871 1977 (52)
San Bernardino The San Bernardino County Sun 84,384 98,973 1894 1969 (23)
Tulare Tulare Advance-Register 8,870 1882 1993 (82)
Visalia Visalia Times-Delta 22,258 1859 1977 (53)
Colorado Fort Collins Fort Collins Coloradoan 27,157 33,609 1873 1977 (54)
Connecticut Norwich Norwich Bulletin 33,060 38,016 1791 1981 (69)
Delaware Wilmington The News Journal 126,089 149,382 1871 1978 (60)
Florida Brevard County FLORIDA TODAY 87,541 113,205 1966 1966 (21)
Fort Myers News-Press 94,673 113,630 1884 1971 (37)
Pensacola Pensacola News Journal 63,454 83,495 1889 1969 (24)
Georgia Gainesville The Times 23,441 27,904 1947 1981 (68)
Guam Agana Pacific Daily News 25,152 23,541 1944 1971 (36)
Hawaii Honolulu Honolulu Advertiser 105,622 195,342 1856 1993 (81)
Idaho Boise The Idaho Statesman 64,852 86,864 1864 1971 (29)
Illinois Danville Commercial-News 21,583 24,008 1866 1934 (7)
Rockford Rockford Register Star 77,659 89,414 1855 1967 (22)
Indiana Lafayette Journal and Courier 38,064 44,846 1829 1971 (30)
Marion Chronicle-Tribune 20,646 24,730 1867 1971 (33)
Richmond Palladium-Item 19,700 24,743 1831 1976 (45)
Iowa Des Moines The Des Moines Register 184,395 316,792 1849 1985 (73)
Iowa City Iowa City Press-Citizen 16,211 1860 1977 (56)
Kentucky Louisville The Courier-Journal 241,084 330,537 1868 1986 (79)
Louisiana Monroe The News-Star 39,285 46,686 1890 1977 (59)
Shreveport The Times 82,974 102,691 1871 1977 (58)
Michigan Battle Creek Battle Creek Enquirer 28,062 37,094 1900 1971 (31)
Detroit The Detroit News 355,329 1873 1986 (76)
The Detroit News and Free Press 1,139,807
Lansing Lansing State Journal 71,305 94,410 1855 1971 (28)
Port Huron Times Herald 31,651 40,160 1900 1970 (25)
Minnesota St. Cloud St. Cloud Times 28,958 37,638 1861 1977 (51)
Mississippi Hattiesburg Hattiesburg American 26,893 30,329 1897 1982 (71)
Jackson The Clarion-Ledger 111,696 130,379 1837 1982 (70)
Missouri Springfield Springfield News-Leader 63,453 103,444 1893 1977 (50)
Montana Great Falls Great Falls Tribune 34,199 40,835 1885 1990 (80)
Nevada Reno Reno Gazette-Journal 68,293 86,412 1870 1977 (47)
New Jersey Bridgewater The Courier-News 50,187 53,414 1884 1927 (5)
Cherry Hill Courier-Post 87,931 98,093 1875 1959 (11)
Vineland The Daily Journal 19,168 1864 1986 (78)
New York Binghamton Press & Sun-Bulletin 69,629 90,337 1904 1943 (9)
Elmira Star-Gazette 35,246 49,523 1828 1906 (1)
Ithaca The Ithaca Journal 19,623 1815 1912 (2)
Niagara Falls Niagara Gazette 26,758 28,116 1854 1954 (10)
Poughkeepsie Poughkeepsie Journal 44,414 61,286 1785 1977 (49)
Rochester Democrat and Chronicle 143,297 256,912 1833 1928 (6)
Times-Union 61,324 1918 1918 (3)
Saratoga Springs The Saratogian 12,859 14,542 1855 1934 (8)
Utica Observer-Dispatch 52,043 66,702 1817 1922 (4)
Gannett Suburban Newspapers:
Mamaroneck The Daily Times 5,472 5,640 1879 1964 (18)
Mount Vernon The Daily Argus 7,083 8,821 1892 1964 (17)
New Rochelle The Standard-Star 10,839 11,883 1908 1964 (15)
Ossining The Citizen-Register 6,079 7,489 1847 1964 (19)
Peekskill The Star 6,318 8,812 1922 1985 (75)
Port Chester The Daily Item 9,120 10,112 1885 1964 (16)
Tarrytown The Daily News 3,500 4,305 1897 1964 (20)
West Nyack-Rockland Rockland Journal-News 41,733 52,492 1850 1964 (13)
White Plains The Reporter Dispatch 47,030 58,547 1829 1964 (12)
Yonkers The Herald Statesman 23,726 31,584 1852 1964 (14)
Ohio Chillicothe Chillicothe Gazette 16,688 1800 1977 (57)
Cincinnati The Cincinnati Enquirer 204,498 352,656 1841 1979 (62)
Fremont The News-Messenger 13,734 1856 1975 (41)
Marietta The Marietta Times 13,191 1864 1974 (40)
Port Clinton News Herald 6,085 1864 1975 (42)
Oklahoma Muskogee Muskogee Daily Phoenix
and Times-Democrat 19,006 20,508 1888 1977 (55)
Oregon Salem Statesman Journal 62,254 71,961 1851 1974 (39)
Pennsylvania Chambersburg Public Opinion 21,646 1869 1971 (27)
Lansdale The Reporter 19,378 1870 1980 (67)
North Hills North Hills News Record 24,044 23,497 1962 1976 (44)
Tarentum Valley News Dispatch 35,187 34,277 1891 1976 (43)
South Dakota Sioux Falls Argus Leader 51,845 74,108 1881 1977 (48)
Tennessee Jackson The Jackson Sun 40,042 44,983 1848 1985 (74)
Nashville The Tennessean 147,379 282,114 1812 1979 (63)
Texas El Paso El Paso Times 67,154 101,730 1879 1972 (38)
Vermont Burlington The Burlington Free Press 54,207 68,403 1827 1971 (26)
Virgin Islands St. Thomas The Virgin Islands Daily News 16,401 1930 1978 (61)
Virginia Arlington USA TODAY 2,026,109 1982 1982 (72)
Washington Bellingham The Bellingham Herald 26,931 34,297 1890 1971 (34)
Olympia The Olympian 36,265 45,818 1889 1971 (32)
West Virginia Huntington The Herald-Dispatch 40,961 49,111 1909 1971 (35)
Wisconsin Green Bay Green Bay Press-Gazette 60,787 87,622 1915 1980 (64)
Wausau Wausau Daily Herald 25,720 31,522 1903 1980 (65)
* Number in parentheses notes chronological order in which existing newspapers joined Gannett.
<PAGE>
-63-
</TABLE>
<TABLE>
MARKETS WE SERVE
<CAPTION>
Operation Location and other information
---------------------------------------- --------------------------------------------------------------------------------------
<S> <C>
Non-daily publications Weekly, semi-weekly or monthly publications in Arizona, Arkansas,
California, Colorado, Delaware, Florida, Georgia, Illinois, Indiana,
Iowa, Kentucky, Maryland, Michigan, Minnesota, Mississippi, Missouri,
New Jersey, New York, Ohio, Oklahoma, Oregon, Pennsylvania, Vermont,
Virginia, Washington, Washington, D.C., West Virginia and Wisconsin
USA TODAY Headquarters: Arlington, Va.
Print sites Arlington, Texas; Atlanta; Batavia, N.Y.; Brevard County, Fla.;
Chandler, Ariz.; Chicago; Columbia, S.C.; Fort Collins, Colo.;
Fort Myers, Fla.; Gainesville, Ga.; Greensboro, N.C.; Hattiesburg,
Miss.; Kankakee, Ill.; Lansdale, Pa.; Lawrence, Kan.; Mansfield, Ohio; Marin
County, Calif.; Miramar, Fla.; Nashville, Tenn.; Norwood, Mass.; Olympia,
Wash.; Pasadena, Texas; Port Huron, Mich.; Richmond, Ind.;
Rockaway, N.J.; St. Cloud, Minn.; St. Louis; Salt Lake City; San
Bernardino, Calif.; Springfield, Va.; Tarentum, Pa.; White Plains, N.Y.
International print sites Hong Kong; London, England; Lucerne, Switzerland
Regional offices Atlanta; Boston; Buffalo, N.Y.; Charlotte, N.C.; Chicago; Cincinnati;
Cleveland; Columbus, Ohio; Dallas; Denver; Detroit; Houston; Indianapolis;
Kansas City, Mo.; Los Angeles; Milwaukee; Minneapolis-St. Paul; Miramar, Fla.;
Nashville, Tenn.; New Orleans; Orlando, Fla.; Philadelphia; Phoenix,
Ariz.; Pittsburgh; Port Washington, N.Y.; St. Louis; San Francisco; Seattle;
Springfield, Va.; Union, N.J.
Advertising offices Arlington, Va.; Atlanta; Boston; Chicago; Dallas; Detroit; Hong Kong;
London, England; Los Angeles; New York, N.Y.
USA TODAY Baseball Weekly Circulation 280,000
Editorial and advertising offices Arlington, Va.
USA TODAY Information Network Headquarters: Arlington, VA
USA WEEKEND Circulation 18.6 million in 428 newspapers
Advertising offices Chicago; Detroit; Los Angeles; New York, N.Y.
Editorial and production offices Arlington, Va.
Gannett Direct Marketing Services, Inc. Headquarters: Louisville, Ky.
Gannett International Headquarters: New York, N.Y.
International offices Hong Kong; London, England; Singapore; Zurich, Switzerland
Products USA TODAY International Edition; USA TODAY
International/Gannett News Service
Gannett Media Technologies International Headquarters: Cincinnati, Ohio
Gannett National Newspaper Sales Headquarters: New York, N.Y.
Regional offices Chicago; Detroit; Los Angeles
Gannett New Media Headquarters: Arlington, Va.
Products New business and product development; telephonic information services
Gannett News Service Headquarters: Arlington, Va.
Bureaus Albany, N.Y.; Baton Rouge, La.; Columbus, Ohio; Harrisburg, Pa.;
Indianapolis; Olympia, Wash.; Sacramento, Calif; Springfield, Ill.;
Tallahassee, Fla.
Gannett Offset Headquarters: Springfield, Va.
Offset sites Atlanta; Chandler, Ariz.; Miramar, Fla.; Nashville, Tenn.;
Norwood, Mass.; Olivette, Mo.; Springfield, Va.
Gannett Outdoor Group Headquarters: New York, N.Y.
Outdoor and Transit operations Berkeley, Calif.; Chicago; Denver; Detroit; Fairfield, N.J.;
Flint, Mich.; Grand Rapids, Mich.; Houston; New Haven, Conn.;
Kansas City, Mo.; Lakewood, N.J.; Los Angeles; New York, N.Y.;
Philadelphia; Rochester, N.Y.; St. Louis; Sacramento, Calif.;
San Diego; San Francisco
Outdoor Network, USA Headquarters: New York, N.Y.
Sales offices Chicago; Detroit; Los Angeles; New York, N.Y.; San Francisco
Mediacom, Inc. Headquarters: Toronto, Ontario
Mediacom operations Mississauga, Montreal, Quebec City, Toronto, Winnipeg
and 26 other Canadian cities
Gannett Satellite Information Network Headquarters: Arlington, Va.
Gannett TeleMarketing, Inc. Headquarters: Springfield, Va.
Operations Cincinnati; Nashville, Tenn.; Silver Spring, Md.
GANNETTWORK Headquarters: New York, N.Y.
Sales offices Chicago; New York, N.Y.; San Francisco
Louis Harris & Associates Headquarters: New York, N.Y.
Telematch Headquarters: Springfield, Va.
</TABLE>
<PAGE>
-64-
<TABLE>
MARKETS WE SERVE
<CAPTION>
**
Television Weekly Joined
State City Station Channel/Network Audience Founded Gannett *
---------------- --------------------- ------------ ----------------- ----------- -------- -------------
<S> <C> <C> <C> <C> <C> <C>
Arizona Phoenix KPNX-TV Channel 12/NBC 985,000 1953 1979 (3)
Arkansas Little Rock KTHV-TV Channel 11/CBS 444,000 1955 1994 (10)
Colorado Denver KUSA-TV Channel 9/ABC 1,360,000 1952 1979 (2)
District of
Columbia Washington WUSA-TV Channel 9/CBS 1,966,000 1949 1986 (6)
Florida Jacksonville WTLV-TV Channel 12/NBC 434,000 1957 1988 (8)
Georgia Atlanta WXIA-TV Channel 11/NBC 1,743,000 1948 1979 (1)
Minnesota Minneapolis-St. Paul KARE-TV Channel 11/NBC 1,281,000 1953 1983 (5)
North Carolina Greensboro WFMY-TV Channel 2/CBS 576,000 1949 1988 (9)
Oklahoma Oklahoma City KOCO-TV Channel 5/ABC 551,000 1956 1979 (4)
Texas Austin KVUE-TV Channel 24/ABC 362,000 1971 1986 (7)
**
Radio Weekly Joined
State City Station Channel Audience Founded Gannett *
---------------- --------------------- ------------ ----------------- ----------- -------- -------------
California Los Angeles KIIS 1150 Khz 53,300 1927 1979 (3)
KIIS-FM 102.7 Mhz 1,810,700 1961 1979 (1)
San Diego KSDO 1130 Khz 256,100 1947 1979 (5)
KCLX-FM 102.9 Mhz 193,600 1963 1979 (4)
Florida Tampa-St. Petersburg WDAE 1250 Khz 12,400 1922 1984 (8)
WUSA-FM 100.7 Mhz 233,700 1951 1980 (7)
Illinois Chicago WGCI 1390 Khz 223,800 1923 1979 (6)
WGCI-FM 107.5 Mhz 905,700 1959 1979 (2)
Texas Dallas KHKS-FM 106.1 Mhz 602,700 1950 1986 (11)
Houston KKBQ 790 Khz 17,300 1944 1984 (10)
KKBQ-FM 92.9 Mhz 422,500 1962 1984 (9)
* Number in parentheses notes chronological order in which existing stations joined Gannett.
** Weekly audience for television stations is number of TV households reached, according
to the November 1994 Nielsen book.
Weekly audience for radio stations is number of different listeners age 12 and up
reached, according to the Fall 1994 Arbitron book.
</TABLE>
<PAGE>
-Back Cover-
This annual report was written and produced by employees of
Gannett.
Senior Vice President/Public Affairs and Government Relations
Mimi Feller
Director/Public Affairs and Editor/Annual Report
Sheila Gibbons
Vice President/Investor Relations
Susan Watson
Vice President/Corporate Accounting Services
George Gavagan
Director/Consolidation Accounting
Julie Valpey
Manager/Publications
Ashley Weissenburger
Art Director
Michael Abernethy
Editorial Research and Production
Laura Dalton
Mary Hardie
Printing
Monroe Litho
Rochester, N.Y.
Printed on Recycled Paper
The cover and pages 1-20 of this annual report are printed
on Gleneagle Osprey (GEO), an acid-free paper with a minimum of
50% recycled fiber, including 10% deinked post-consumer waste.
Its virgin pulp content is produced without chlorine bleaching.
No optical brightening agents (fluorescent dyes) have been used
to manufacture this paper.
Pages 21-64 are printed on Rolland Tints Recycled, an
acid-free sheet which contains 50% recycled fiber, including 20%
post-consumer waste.
Photo Credits
Customers on Cover and Pages 6, 11, 13 and 14, employees on Pages
10, 11, and Gannett Management Committee, Pages 18, 19
Dave Leonard, Gannett
Employees, Page 4
Tenley Truxell, Gannett
Customer, Page 5
Eric Futran
Employee, Page 7
Larry McCormick
Make A Difference Day, Page 7
Greg Foster
Employees, Page 8
David Bergeland, The Courier-News at Bridgewater, N.J.
Employees, Page 9
Diane Weiss (top), Donna Terek, The Detroit News
Employees, Page 12
Michael Klein (top); Pete Lacker
Transit shelter, Page 14
Greg Day
Employees, Page 15
Per Matthews (bottom, left); Shawn Spence, Gannett News Service
(top, center); Bob Nandell, The Des Moines Register (bottom,
center)
Board of Directors, Pages 16, 17
Paul Goldberg, Gannett
<PAGE>
Gannett Stock
Gannett Co., Inc. shares are traded on the New York Stock
Exchange with the symbol GCI.
The Company's transfer agent and registrar is Norwest Bank
Minnesota, N.A. General inquiries and requests for enrollment
materials for the programs described below should be directed to
Norwest's Stock Transfer Department, P.O. Box 738, South St.
Paul, MN 55075-0738 or by telephone at 1-800-778-3299.
Gannett is pleased to offer the following shareholder services:
Dividend Reinvestment Plan
The Dividend Reinvestment Plan (DRP) provides Gannett
shareholders the opportunity to purchase additional shares of the
Company's common stock free of brokerage fees or service charges
through automatic reinvestment of dividends and optional cash
payments. Cash payments may range from a minimum of $10 to a
maximum of $5,000 per month.
Automatic Cash Investment Service for the DRP
This service provides a convenient, no-cost method of having
money automatically withdrawn from your checking or savings
account each month and invested in Gannett stock through your DRP
account.
Direct Deposit Service
Gannett shareholders may have their quarterly dividends
electronically credited to their checking or savings accounts on
the payment date and at no additional cost.
Form 10-K
Information provided by Gannett in its Form 10-K annual report to
the Securities and Exchange Commission has been incorporated in
this report. Copies of the complete Form 10-K annual report may
be obtained by writing the Secretary, Gannett Co., Inc.,
1100 Wilson Blvd., Arlington, VA 22234.
Annual Meeting
The annual meeting of shareholders will be held at 10 a.m.
Tuesday, May 2, 1995 at Gannett headquarters.
For More Information
News and information about Gannett is now available on the
Internet's World Wide Web at http://www.gannett.com or at
[email protected] via electronic mail. Quarterly earnings
information will be available on or about April 12, July 12 and
Oct. 11, 1995, and Feb. 1, 1996.
Shareholders who wish to contact the Company directly about their
Gannett stock should call Shareholder Services at Gannett
headquarters at 703-284-6960.
Gannett Headquarters
1100 Wilson Boulevard
Arlington, VA 22234
703-284-6000
SUBSIDIARY LIST Exhibit 21
STATE OF
UNIT INCORPORATION/FORMATION
------------------------------------------ -----------------------
ADVANCED MEDIA SOLUTIONS DELAWARE
ARKANSAS TELEVISION COMPANY ARKANSAS
CALIFORNIA NEWSPAPERS, INC. CALIFORNIA
CAPE PUBLICATIONS, INC. FLORIDA
CHILDREN'S EDITION, INC. KENTUCKY
CITIZEN PUBLISHING COMPANY ARIZONA
COMBINED COMMUNICATIONS CORPORATION ARIZONA
COMBINED COMMUNICATIONS CORPORATION
OF OKLAHOMA, INC. OKLAHOMA
COURIER BROADWAY CORP. KENTUCKY
COURIER-JOURNAL AND LOUISVILLE TIMES
COMPANY KENTUCKY
DAILY NEWS PUBLISHING CO., INC. VIRGIN ISLANDS
DES MOINES REGISTER AND TRIBUNE CO. IOWA
THE DESERT SUN PUBLISHING COMPANY CALIFORNIA
THE DETROIT NEWS, INC. MICHIGAN
DETROIT NEWSPAPER AGENCY MICHIGAN
EL PASO TIMES, INC. DELAWARE
ELEVEN-FIFTY CORP. DELAWARE
FEDERATED PUBLICATIONS, INC. DELAWARE
FORT COLLINS NEWSPAPERS INC. COLORADO
GANNETT COLORADO BROADCASTING, INC. DELAWARE
GANNETT DIRECT MARKETING SERVICES, INC. KENTUCKY
GANNETT FLORIDA BROADCASTING, INC. DELAWARE
GANNETT INTERNATIONAL COMMUNICATIONS, INC. DELAWARE
GANNETT MASSACHUSETTS SUPPLY CORP. MASSACHUSETTS
GANNETT MINNESOTA BROADCASTING, INC. DELAWARE
GANNETT NATIONAL NEWSPAPER SALES, INC. DELAWARE
GANNETT OUTDOOR CO. OF TEXAS TEXAS
GANNETT PACIFIC CORPORATION HAWAII
GANNETT RIVER STATES PUBLISHING CORPORATION ARKANSAS
GANNETT SATELLITE INFORMATION NETWORK, INC. DELAWARE
GANNETT SUPPLY CORPORATION DELAWARE
GANNETT T/G SUBSIDIARY, INC. CALIFORNIA
GANNETT TELEMARKETING, INC. DELAWARE
GANNETT TEXAS BROADCASTING, INC. TEXAS
GANNETT TRANSIT, INC. DELAWARE
GUAM PUBLICATIONS, INCORPORATED HAWAII
HAWAII NEWSPAPER AGENCY LIMITED PARTNERSHIP DELAWARE
KPNX BROADCASTING COMPANY ARIZONA
KVUE-TV, INC. MICHIGAN
LOUIS HARRIS AND ASSOCIATES, INC. DELAWARE
LOUIS HARRIS INTERNATIONAL, INC. DELAWARE
MCCLURE NEWSPAPERS, INC. DELAWARE
MEDIACOM INC. CANADA
NEW YORK SUBWAYS ADVERTISING CO., INC. ARIZONA
NEWS-PRESS PUBLISHING COMPANY FLORIDA
OKLAHOMA PRESS PUBLISHING COMPANY OKLAHOMA
PACIFIC MEDIA, INC. DELAWARE
PACIFIC AND SOUTHERN COMPANY, INC. DELAWARE
PENSACOLA NEWS-JOURNAL INC. FLORIDA
PRESS-CITIZEN COMPANY INC. IOWA
RENO NEWSPAPERS, INC. NEVADA
ST. CLOUD NEWSPAPERS INC. MINNESOTA
SALEM COUNTY SAMPLER, INC. NEW JERSEY
SALINAS NEWSPAPERS INC. CALIFORNIA
SHELTER MEDIA COMMUNICATIONS, INC. CALIFORNIA
SHINY ROCK MINING CORPORATION OREGON
SIOUX FALLS NEWSPAPERS INC. SOUTH DAKOTA
SOUTHLAND PUBLISHING COMPANY DELAWARE
SPEIDEL NEWSPAPERS INC. DELAWARE
THE STATESMAN-JOURNAL COMPANY OREGON
THE SUN COMPANY OF SAN BERNARDINO,
CALIFORNIA CALIFORNIA
TELEVISION 12 OF JACKSONVILLE, INC. FLORIDA
THE TIMES HERALD COMPANY MICHIGAN
TNI PARTNERS ARIZONA
USA DIGITAL RADIO PARTNERS, L.P. NEW YORK
USA TODAY INTERNATIONAL CORPORATION DELAWARE
USA WEEKEND, INC. DELAWARE
VISALIA NEWSPAPERS INC. CALIFORNIA
WFMY TELEVISION CORP. NORTH CAROLINA
Exhibit 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Prospectuses constituting part of the Registration Statements on
Form S-3 (No. 33-58686 and 33-53159) and in the Registration
Statements on Form S-8 (Nos. 2-63038, 2-84088, 33-15319, 33-
16790, 33-28413, 33-35305 and 33-50813) of Gannett Co., Inc. of
our report dated January 26, 1995 appearing on page 43 of the Annual
Report to Shareholders which is incorporated in this Annual Report on
Form 10-K. We also consent to the incorporation by reference of
our report on the Financial Statement Schedules, which appears on
page 8 of this Form 10-K.
s/ Price Waterhouse LLP
-----------------------
PRICE WATERHOUSE LLP
Washington, D.C.
March 24, 1995
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information
extracted from the consolidated balance sheets and
statements of income for Gannett Co., Inc. and is
qualified in its entirety by reference to such
financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-25-1994
<PERIOD-START> DEC-27-1993
<PERIOD-END> DEC-25-1994
<CASH> 44,229,000
<SECURITIES> 23,000
<RECEIVABLES> 503,461,000
<ALLOWANCES> 15,846,000
<INVENTORY> 53,047,000
<CURRENT-ASSETS> 650,837,000
<PP&E> 2,814,456,000
<DEPRECIATION> 1,386,312,000
<TOTAL-ASSETS> 3,707,052,000
<CURRENT-LIABILITIES> 527,054,000
<BONDS> 0
<COMMON> 162,212,000
0
0
<OTHER-SE> 1,660,026,000
<TOTAL-LIABILITY-AND-EQUITY> 3,707,052,000
<SALES> 3,824,523,000
<TOTAL-REVENUES> 3,824,523,000
<CGS> 2,106,810,000
<TOTAL-COSTS> 3,011,745,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 20,139,000
<INTEREST-EXPENSE> 45,624,000
<INCOME-PRETAX> 782,099,000
<INCOME-TAX> 316,700,000
<INCOME-CONTINUING> 465,399,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 465,399,000
<EPS-PRIMARY> 3.23
<EPS-DILUTED> 0
</TABLE>
