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 [No Fee Required] for the fiscal year ended
December 26, 1999 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 Identification No.)
incorporation or organization)
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 __
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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. [ X ]
The aggregate market value of the voting stock held by non-affiliates
of the registrant as of March 3, 2000 was $17,467,183,778.
The number of shares outstanding (basic) of the registrant's Common
Stock, Par Value $1.00, as of March 3, 2000 was 270,000,105.
Documents incorporated by reference.
(1) Portions of the registrant's Annual Report to Shareholders
for the fiscal year ended December 26, 1999 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, 2000.
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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 1999 Annual
Report to Shareholders ("Annual Report") and its definitive Proxy Statement
for the Annual Meeting of Shareholders to be held May 2, 2000 ("Proxy
Statement") as described below:
Part I
Item 1. Business. Form 10-K Information (Annual Report
pp. 55-69); Note 10 - Business Segment
Information (Annual Report p. 50).
Item 2. Properties. Properties (Annual Report pp. 58
and 61); Corporate Facilities (Annual
Report p. 63); Markets We Serve (Annual
Report pp. 70-74).
Item 3. Legal Proceedings. Note 9 - Commitments, Contingent
Liabilities and Other Matters (Annual
Report p. 49); Regulation (Annual
Report pp. 59 and 61).
Item 4. Submission of Matters Not applicable.
to a Vote of Security
Holders.
Part II
Item 5. Market for Registrant's Gannett Shareholder Services (Annual
Common Equity and Report, p. 77); Company
Related Stockholder Profile (Annual Report, p. 1);
Matters Gannett Common Stock Prices (Annual
Report p. 22); Dividends (Annual Report
p. 33).
Item 6. Selected Financial Eleven-Year Summary and Notes to
Data. Eleven-Year Summary (Annual Report
pp. 52-54).
Item 7. Management's Discussion Management's Discussion and Analysis
and Analysis of of Results of Operations and Financial
Financial Condition and Position (Annual Report pp. 23-33).
Results of Operations.
Item 7A. Quantitative and The company is not subject to market risk
Qualitative Disclosures associated with derivative financial
about Market Risk instruments or derivative commodity
instruments, as the company is not a party
to any such instruments. The company
believes that its market risk from other
financial instruments, such as accounts
receivable, accounts payable and debt, is
not material. The company is exposed to
foreign exchange rate risk primarily due to
its acquisition of Newsquest, which uses
British pounds as its functional currency
which is then translated into U.S. dollars.
Item 8. Financial Statements Consolidated Financial Statements and
and Supplementary Data. Notes to Consolidated Financial State-
ments (Annual Report pp. 34-50).
Effects of inflation and changing prices
(Annual Report p. 33); Quarterly
Statements of Income (Annual Report
pp. 66-67).
Item 9. Changes in and None.
Disagreements with
Accountants on Account-
ing and Financial
Disclosure.
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Part III
Item 10. Directors and Executive Executive Officers of the
Officers of the Registrant. company are listed below:
Sara M. Bentley - President, Gannett Northwest Newspaper
Group, and President and Publisher, Statesman Journal
Thomas L. Chapple - Senior Vice President, General Counsel,
and Secretary
Richard L. Clapp - Senior Vice President, Human Resources
Susan Clark-Johnson - Senior Group President, Gannett Pacific
Newspaper Group, and President and Publisher, Reno (Nev.)
Gazette-Journal
Michael J. Coleman - Senior Group President, Gannett South Newspaper
Group, and President and Publisher, FLORIDA TODAY at Brevard
County
Robert T. Collins - President, New Jersey Newspaper Group, and
President and Publisher, Asbury Park Press and Home News
Tribune, East Brunswick, NJ
John J. Curley - Chairman and Chief Executive Officer
Thomas Curley - Senior Vice President, Administration, and
President and Publisher, USA TODAY
Philip R. Currie - Senior Vice President, News, Gannett Newspaper
Division
Ardyth R. Diercks - Senior Vice President, Gannett Television
Craig A. Dubow - Executive Vice President, Gannett Television
Daniel S. Ehrman, Jr. - Vice President, Planning & Development
Millicent A. Feller - Senior Vice President, Public Affairs
and Government Relations
Lawrence P. Gasho - Vice President, Financial Analysis
George R. Gavagan - Vice President and Controller
Denise H. Ivey - President, Gannett Gulf Coast Newspaper
Group, and President and Publisher, Pensacola News Journal
John B. Jaske - Senior Vice President, Labor Relations and
Assistant General Counsel
Richard A. Mallary - Senior Vice President, Gannett Broadcasting
Gracia C. Martore - Treasurer and Vice President, Investor Relations
Douglas H. McCorkindale - Vice Chairman and President
Larry F. Miller - Executive Vice President and Chief Financial
Officer
Craig A. Moon - President, Piedmont Newspaper Group, and
President and Publisher, The Tennessean
Roger Ogden - Vice President, Gannett Television, and President
and General Manager, KUSA-TV, Denver
W. Curtis Riddle - Senior Group President, Gannett East Newspaper
Group, and President and Publisher, The News Journal
(Wilmington, DE)
Carleton F. Rosenburgh - Senior Vice President, Gannett
Newspaper Division
Gary F. Sherlock - President, Gannett Atlantic Newspaper
Group, and President and Publisher, The Journal News
Mary P. Stier - President, Gannett Midwest Newspaper Group,
and President and Publisher, Rockford Register Star
Frank J. Vega - President and CEO, Detroit Newspapers
Cecil L. Walker - President, Gannett Broadcasting Division
Gary L. Watson - President, Gannett Newspaper Division
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<PAGE>
Information concerning the Executive Officers of the company is
included in the Annual Report on pages 18-20. Information
concerning the Board of Directors of the company is incorporated
by reference to the company's Proxy Statement pursuant to General
Instruction G(3) to Form 10-K.
Item 11. Executive Compensation. Incorporated by reference to
the company's Proxy Statement
pursuant to General
Instruction G(3) to Form 10-K.
Item 12. Security Ownership of Certain Incorporated by reference to the
Beneficial Owners and company's Proxy Statement pursuant to
Management. General Instruction G(3) to Form 10-K.
Item 13. Certain Relationships and Incorporated by reference to the
Related Transactions. company's Proxy Statement pursuant to
General Instruction G(3) to Form 10-K.
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<PAGE>
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 34 through 51
of the company's 1999 Annual Report to Shareholders and are
incorporated herein by reference:
Consolidated Balance Sheets as of December 26, 1999 and
December 27, 1998.
Consolidated Statements of Income - Fiscal Years Ended
December 26, 1999, December 27, 1998, and December 28, 1997.
Consolidated Statements of Cash Flows - Fiscal Years Ended
December 26, 1999, December 27, 1998, and December 28, 1997.
Consolidated Statements of Changes in Shareholders' Equity -
December 26, 1999, December 27, 1998, and December 28, 1997.
Notes to Consolidated Financial Statements.
Report of Independent Accountants.
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(2) Financial Statement Schedules.
The following financial statement schedules are incorporated by
reference to "Schedules to Form 10-K Information" appearing on
pages 68 and 69 of the company's 1999 Annual Report to
Shareholders:
Schedule V - Property, Plant and Equipment.
Schedule VI - Accumulated Depreciation and Amortization of
Property, Plant and Equipment.
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 Form 10-K.
Note: 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.
(1) Current Report on Form 8-K/A dated October 5, 1999, in
connection with the company's acquisition of Newsquest plc.
(2) Current Report on Form 8-K dated December 7, 1999 in
connection with the sale of the company's cable business.
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<PAGE>
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 31, 2000 appearing on page 51 of the
1999 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/PRICEWATERHOUSECOOPERS, LLP
- --------------------------------
PRICEWATERHOUSECOOPERS, LLP
Washington, D.C.
January 31, 2000
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<PAGE>
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 23, 2000 GANNETT CO., INC. (Registrant)
By /s/Douglas H. McCorkindale
------------------------------
Douglas H. McCorkindale,
Vice Chairman and President
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 23, 2000 /s/John J. Curley
------------------------------
John J. Curley,
Director, Chairman and
Chief Executive Officer
Dated: February 23, 2000 /s/Douglas H. McCorkindale
------------------------------
Douglas H. McCorkindale,
Director, Vice Chairman and
President
Dated: February 23, 2000 /s/Larry F. Miller
------------------------------
Larry F. Miller,
Executive Vice President and
Chief Financial Officer
Dated: February 23, 2000 /s/H. Jesse Arnelle
------------------------------
H. Jesse Arnelle, Director
Dated: February 23, 2000 /s/Meredith A. Brokaw
------------------------------
Meredith A. Brokaw, Director
Dated: February 23, 2000 /s/Stuart T.K. Ho
------------------------------
Stuart T.K. Ho, Director
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Dated: February 23, 2000 /s/Drew Lewis
------------------------------
Drew Lewis, Director
Dated: February 23, 2000 /s/Josephine P. Louis
------------------------------
Josephine P. Louis, Director
Dated: February 23, 2000 /s/Samuel J. Palmisano
------------------------------
Samuel J. Palmisano, Director
Dated: February 23, 2000 /s/Karen Hastie Williams
------------------------------
Karen Hastie Williams, Director
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<PAGE>
EXHIBIT INDEX
Exhibit
Number Exhibit Location
3-1 Second Restated Certificate Incorporated by reference to Exhibit
of Incorporation of Gannett Co., 3-1 to Gannett Co., Inc's Form 10-K
Inc. for the fiscal year ended December 26,
1993 ("1993 Form 10-K"). Amendment
incorporated by reference to Exhibit
3-1 to the 1993 Form 10-K.
3-2 By-laws of Gannett Co., Inc. Incorporated by reference to Exhibit
(reflects all amendments 3-1 to Gannett Co., Inc.'s Form 10-Q
through September 24, 1997) for the fiscal quarter ended
September 28, 1997.
4-1 $1,000,000,000 Revolving Incorporated by reference to Exhibit
Credit Agreement among 4-1 to the 1993 Form 10-K.
Gannett Co., Inc. and the
Banks named therein.
4-2 Amendment Number One Incorporated by reference to Exhibit
to $1,000,000,000 Revolving 4-2 to Gannett Co., Inc.'s Form 10-Q
Credit Agreement among for the fiscal quarter ended June 26,
Gannett Co., Inc. and the 1994.
Banks named therein.
4-3 Amendment Number Two to Incorporated by reference to Exhibit
$1,500,000,000 Revolving 4-3 to Gannett Co., Inc.'s Form 10-K
Credit Agreement among for the fiscal year ended
Gannett Co., Inc. and the December 31, 1995.
Banks named therein.
4-4 Amendment Number Three to Incorporated by reference to Exhibit
$3,000,000,000 Revolving 4-4 to Gannett Co., Inc.'s Form 10-Q
Credit Agreement among for the fiscal quarter ended
Gannett Co., Inc. and the Banks September 29, 1996.
named therein.
4-5 Indenture dated as of March 1, Incorporated by reference to Exhibit
1983 between Gannett Co., Inc. 4-2 to Gannett Co., Inc.'s Form 10-K
and Citibank, N.A., as Trustee. for the fiscal year ended
December 29, 1985.
4-6 First Supplemental Indenture Incorporated by reference to Exhibit
dated as of November 5, 1986 4 to Gannett Co., Inc.'s Form 8-K
among Gannett Co., Inc., filed on November 9, 1986.
Citibank, N.A., as Trustee, and
Sovran Bank, N.A., as Successor
Trustee.
4-7 Second Supplemental Indenture Incorporated by reference to
dated as of June 1, 1995, Exhibit 4 to Gannett Co., Inc.'s
among Gannett Co., Inc., Form 8-K filed on June 15, 1995.
NationsBank, N.A., as Trustee,
and Crestar Bank, as Trustee.
4-8 Rights Plan. Incorporated by reference to
Exhibit 1 to Gannett Co., Inc.'s
Form 8-K filed on May 23, 1990.
4-9 Amendment Number Four to Incorporated by reference to
$3,000,000,000 Revolving Exhibit 4-9 to Gannett Co. Inc's
Credit Agreement among Form 10-Q filed on August 12, 1998.
Gannett Co., Inc. and the
Banks named therein.
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10-1 Employment Agreement dated Incorporated by reference to Gannett
December 7, 1992 between Co., Inc.'s Form 10-K for the fiscal
Gannett Co., Inc. and John J. year ended December 27, 1992 ("1992
Curley.* Form 10-K").
10-2 Employment Agreement dated Incorporated by reference to the 1992
December 7, 1992 between Form 10-K.
Gannett Co., Inc. and Douglas H.
McCorkindale.*
10-3 Gannett Co., Inc. 1978 Incorporated by reference to Exhibit
Executive Long-Term Incentive 10-3 to Gannett Co., Inc.'s Form 10-K
Plan* for the fiscal year ended
December 28, 1980. Amendment No. 1
incorporated by reference to
Exhibit 20-1 to Gannett Co., Inc.'s
Form 10-K for the fiscal year ended
December 27, 1981. Amendment No. 2
incorporated by reference to
Exhibit 10-2 to Gannett Co., Inc.'s
Form 10-K for the fiscal year ended
December 25, 1983. Amendments Nos. 3
and 4 incorporated by reference to
Exhibit 4-6 to Gannett Co., Inc.'s
Form S-8 Registration Statement
No. 33-28413 filed on May 1, 1989.
Amendments Nos. 5 and 6 incorporated
by reference to Exhibit 10-8 to
Gannett Co., Inc.'s Form 10-K for the
fiscal year ended December 31, 1989.
Amendment No. 7 incorporated by
reference to Gannett Co., Inc.'s
Form S-8 Registration Statement
No. 333-04459 filed on May 24, 1996.
Amendment No. 8 incorporated by
reference to Exhibit 10-3 to Gannett
Co., Inc.'s Form 10-Q for the quarter
ended September 28, 1997. Amendment
dated December 9, 1997, incorporated
by reference to Gannett Co., Inc.'s
1997 Form 10-K. Amendment No. 9
incorporated by reference to Exhibit
10-3 to Gannett Co., Inc.'s Form 10-Q
for the quarter ended June 27, 1999.
10-4 Description of supplemental Incorporated by reference to Exhibit
insurance benefits.* 10-4 to the 1993 Form 10-K.
10-5 Gannett Co., Inc. Supplemental Attached.
Retirement Plan, as amended.*
10-6 Gannett Co., Inc. Retirement Incorporated by reference to Exhibit
Plan for Directors.* 10-10 to the 1986 Form 10-K. 1991
Amendment incorporated by reference
to Exhibit 10-2 to Gannett Co.,
Inc.'s Form 10-Q for the quarter
ended September 29, 1991. Amendment
to Gannett Co., Inc. Retirement
Plan for Directors dated October 31,
1996, incorporated by reference to
Exhibit 10-6 to the 1996 Form 10K.
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10-7 Amended and Restated Incorporated by reference to Exhibit
Gannett Co., Inc. 1987 10-1 to Gannett Co., Inc.'s Form 10-Q
Deferred Compensation Plan.* for the fiscal quarter ended
September 29, 1996. Amendment No. 5
incorporated by reference to Exhibit
10-2 to Gannett Co., Inc.'s Form 10-Q
for the quarter ended September 28,
1997. Amendment No. 2 to January 1,
1997 Restatement incorporated by
reference to Exhibit 10-7 to
Gannett Co., Inc.'s Form 10-Q for the
quarter ended June 27, 1999.
10-8 Gannett Co., Inc. Transitional Incorporated by reference to Exhibit
Compensation Plan.* 10-13 to Gannett Co., Inc.'s Form
10-K for the fiscal year ended
December 30, 1990.
13 Portions of 1999 Annual Report Attached.
to Shareholders incorporated
by reference.
21 Subsidiaries of Gannett Co., Attached.
Inc.
23 Consent of Independent Attached.
Accountants.
27 Financial Data Schedules. 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.
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<PAGE>
GANNETT SUPPLEMENTAL RETIREMENT PLAN
(Restated as of January 1, 1998)
ARTICLE ONE
Definitions
1.1 "Plan" means this Gannett Supplemental Retirement Plan.
1.2 "Funded Plan" means the Gannett Retirement Plan as it may pertain to a
particular Employee.
1.3 "Company" means Gannett Co., Inc.
1.4 "Board" means the Board of Directors of Gannett Co., Inc.
1.5 "Committee" means the Gannett Benefit Plans Committee.
1.6 "Effective Date" means January 1, 1978. The effective date of this
restatement is January 1, 1998.
1.7 "Employee" means any employee of the Company who (1) is paid through the
Company's headquarters payroll system, operating as of the date of this
restatement in Arlington, Virginia ("Corporate Payroll"), (2) is within
"a select group of management or highly compensated employees" as this
term is used in Title I of ERISA and (3) is designated by the Company's
Benefit Plans Committee as being an eligible participant in the Plan and
listed on Appendix A or B.
1.8 "Monthly Benefit" means:
- for an Employee who began participating in the Plan on or before
January 1, 1998 and who is listed in Appendix A, the Employee's monthly
benefit, expressed as a single life annuity payable for the Employee's
life, calculated using the formula set forth in Article VI of the Funded
Plan but ignoring the benefit limitations in the Funded Plan required by
Code Section 415 or the limitations on an Employee's compensation under
Code Section 401(a)(17) and taking into account all amounts deferred
under the Gannett Co., Inc. Deferred Compensation Plan.
- for an Employee who began participating in the Plan after January 1,
1998 and who is listed in Appendix A, the Employee's monthly benefit,
expressed as a single life annuity payable for the Employee's life,
calculated using the formula under Article VI or Article VIA, whichever
is used to calculate the Employee's benefit under the Funded Plan, but
ignoring the benefit limitations in the Funded Plan required by Code
Section 415 or the limitations on an Employee's compensation under Code
Section 401(a)(17) and taking into account all amounts deferred under
the Gannett Co., Inc. Deferred Compensation Plan.
- for an Employee who began participating in the Plan after January 1,
1998 and who is listed in Appendix B, the Employee's monthly benefit,
expressed as a single life annuity payable for the Employee's life,
calculated using the formula set forth in Article VI of the Funded Plan
but ignoring the benefit limitations in the Funded Plan required by Code
Section 415 or the limitations on an Employee's compensation under Code
Section 401(a)(17) and taking into account all amounts deferred under
the Gannett Co., Inc. Deferred Compensation Plan.
1.9 "Normal Retirement Date" and "Early Retirement Date" mean the relevant
dates in the Funded Plan as they apply to a particular Employee.
1.10 "Code" means the Internal Revenue Code of 1986 as amended, and
regulations thereunder.
ARTICLE TWO
Purpose of Plan
2.1 The purpose of this Plan is to provide supplemental retirement benefits on
an unfunded basis to certain highly compensated employees.
ARTICLE THREE
Eligibility and Vesting
3.1 All Employees shall be eligible to participate in this Plan. The Benefit
Plans Committee has full discretionary authority to add or delete
individuals from participation in this Plan by amending Appendix A or B.
If an individual's name is removed from Appendix A or B, such individual
shall have no rights to benefits under this Plan except for those benefits
that have vested as of the date of removal or that will vest in the future
pursuant to the last paragraph of Section 4.2.
Benefits determined under Article Four shall vest pursuant to the same
vesting schedule and vesting terms and conditions as are in effect from
time to time under the Funded Plan.
ARTICLE FOUR
Benefits
4.1 The Company shall pay the benefits due under this Plan commencing within
30 days of retirement, disability, death or any other event that entitles
an Employee or the Employee's beneficiary to receive benefits under the
Funded Plan. Notwithstanding the foregoing, no benefits shall commence
prior to the date an Employee attains or would have attained Early
Retirement Age under the Funded Plan.
4.2 The benefit payable under this Plan is determined by (i) calculating the
Employee's Monthly Benefit and (ii) subtracting from such monthly amount
the actual benefit to which the Employee is entitled under the Funded
Plan. For purposes of calculating the offset under subsection (ii), if
the Employee's benefit is determined under Article VIA of the Funded Plan,
it shall be converted to an actuarially equivalent single life annuity,
determined as follows:
- For those Employees who retire directly from active employment on or
after their earliest Early Retirement Date, the Employee's benefit under
the Funded Plan shall be converted to a single life annuity payable
immediately at the Employee's retirement date.
- For deferred vested Employees, the Employee's benefit under the Funded
Plan shall be converted to a single life annuity payable at age 65.
To the extent that the amount of an Employee's monthly benefit under the
Funded Plan is increased or decreased (due, e.g., to a change in the
401(a)(17) or 415 limits or otherwise), the amount payable from this Plan
shall increase or decrease accordingly.
Notwithstanding the foregoing, an Employee's monthly benefit calculations
under subsections (i) and (ii) above shall not take into account any of
his or her service with Army Times, Asbury Park, Multimedia or their
related businesses prior to the date that the Employee transfers to the
Company's Corporate Payroll.
If an Employee leaves the Company's Corporate Payroll, no further benefits
shall accrue under this Plan, provided that service within the Company's
controlled group will count for purposes of determining the vested portion
of the benefit accrued to the date an Employee leaves the Company's
Corporate Payroll.
4.3 The benefit payable under this Plan shall be payable in the same form as
the form in which benefits are payable to the Employee under the Funded
Plan, except that benefits under this Plan shall not be payable in the
form of a "lump sum" distribution. If no timely election is made, or a
timely election is not possible at the time benefits become payable
(e.g., due to the death of a contingent annuitant or a change in marital
status), the benefit payable to a single Employee will be paid in the
form of a single life annuity and the benefit payable to a married
Employee will be paid in the form of a joint and 100 percent spousal
survivor annuity. In the case of a contingent annuitant annuity or any
option other than a life-only annuity, the amount of the benefit shall be
actuarially reduced to reflect that form of payment.
If an Employee's benefit commences prior to his or her Normal Retirement
Date, the benefit from this Plan shall be reduced in the same manner as
provided for in the Funded Plan. If an Employee dies after becoming
vested but before the Employee's benefit commences, a spouse, if
surviving, shall be entitled to receive a monthly lifetime benefit equal
to the benefit that would have been received had the Employee terminated
employment on his or her date of death and retired on the first day of
the month on or following the later of the Employee's date of death or
the date that would have been the Employee's earliest Early Retirement
Date, and elected a 100 percent spousal survivor annuity, and then died.
Any actuarial adjustments required with respect to benefits payable under
this Plan shall be accomplished by reference to the actuarial assumptions
used in the Funded Plan.
4.4 The benefits payable under this Plan shall be paid by the Company each
year out of assets which at all times shall be subject to the claims of
the Company's creditors. The Company may in its discretion establish a
trust in which to place assets from which such benefits are to be paid
on behalf of all or some Employees, as determined by the Committee in
its sole discretion, but neither the creation of such trust nor the
transfer of funds to such trust shall render such assets unavailable to
settle the claims of the Company's creditors.
Notwithstanding the establishment of a trust, the Company intends this
Plan to be unfunded for tax purposes and for purposes of Title I of ERISA.
In addition, despite the existence of this Plan or an associated trust to
pay promised benefits, Employees have the status of general unsecured
creditors of the Company and the Plan constitutes a mere promise to make
benefit payments in the future.
ARTICLE FIVE
Administration
5.1 This Plan shall be administered by the Committee which shall possess all
powers necessary to administer the Plan, including but not limited to
the sole discretion to interpret the Plan and to determine eligibility
for benefits.
5.2 The Committee shall cause the benefits due each Employee from this Plan
to be paid by the Company and/or trustee accordingly.
5.3 The Committee shall inform each Employee of any elections which the
Employee may possess and shall record such choices along with such other
information as may be necessary to administer the Plan.
5.4 The decisions made by, and the actions taken by, the Committee in the
administration of this Plan shall be final and conclusive on all
persons, and the members of the Committee shall not be subject to
individual liability with respect to this Plan.
ARTICLE SIX
Amendment and Termination
6.1 While the Company intends to maintain this Plan for as long as necessary,
the Board, or a committee of the Board acting on its behalf, reserves
the right to amend and/or terminate it at any time for whatever reasons
it may deem appropriate.
6.2 Notwithstanding the preceding Section, however, the Company hereby makes a
contractual commitment to pay the benefits accrued under this Plan to the
extent it is financially capable of meeting such obligation.
ARTICLE SEVEN
Miscellaneous
7.1 Nothing contained in this Plan shall be construed as a contract of
employment between the Company and an Employee, or as a right of any
Employee to be continued in the employment of the Company, or as a
limitation of the right of the Company to discharge any of its Employees,
with or without cause.
7.2 An Employee's rights to benefit payments under the Plan are not subject
in any manner to anticipation, alienation, sale, transfer, assignment,
pledge, encumbrance, attachment, or garnishment by creditors of the
Employee or the Employee's beneficiary or contingent annuitant.
IN WITNESS WHEREOF, the Company has caused this restated Plan document to be
executed by its duly authorized officer this 16th day of December 1999.
GANNETT CO., INC.
By: /s/ Richard L. Clapp
---------------------
Richard L. Clapp
Senior Vice President/
Human Resources
<PAGE>
Company Profile: Gannett Co., Inc. is a diversified news and
information company that publishes newspapers, operates broadcasting
stations and is engaged in marketing, commercial printing, a newswire
service, data services and news programming. Gannett is an
international company with headquarters in Arlington, Va., and
operations in 45 states, the District of Columbia, Guam, England,
Germany and Hong Kong.
Gannett is the USA's largest newspaper group in terms of
circulation. The company's 74 U.S. daily newspapers have a combined
daily paid circulation of 6.6 million. They include USA TODAY, the
nation's largest-selling daily newspaper, with a circulation of
approximately 2.3 million. In addition, Gannett owns a variety of non-
daily publications, and USA WEEKEND, a weekly newspaper magazine.
Newsquest plc, a wholly owned Gannett subsidiary acquired in mid-
1999, is one of the largest regional newspaper publishers in England
with a portfolio of 180 titles. Its publications include 11 daily
newspapers with a combined circulation of approximately 450,000.
Newsquest also publishes a variety of non-daily publications, including
Berrow's Worcester Journal, the oldest continuously published newspaper
in the world.
The company owns and operates 21 television stations covering
17.4 percent of the USA.
Gannett was founded by Frank E. Gannett and associates in 1906
and incorporated in 1923. The company went public in 1967. Its 278 million
shares of common stock as of December 26, 1999 are held by approximately
14,000 shareholders of record in all 50 states and several foreign
countries. The company has approximately 45,800 employees.
Board of Directors
John J. Curley
Chairman and chief executive officer, Gannett Co., Inc. Formerly:
Chairman, president and chief executive officer, Gannett Co., Inc.
(1989-1997). Age 61. (b,d,f,g)
H. Jesse Arnelle
Of counsel to Winston-Salem, N.C., law firm of Womble, Carlyle,
Sandridge & Rice. Other directorships: FPL Group, Inc.; Textron
Corporation; Eastman Chemical Co.; Armstrong World Industries; Waste
Management, Inc.; Union Pacific Resources Group, Inc. Age 66. (d,e)
Meredith A. Brokaw
Founder, Penny Whistle Toys, Inc., New York City, and author of
children's books. Other directorships: Conservation International,
Washington, D.C.; Women's First Health Care. Age 59. (b,d,e)
Stuart T.K. Ho
Chairman of the board and president, Capital Investment of Hawaii, Inc.
Other directorships: Aloha Airgroup, Inc.; College Retirement Equities
Fund; Pacific Century Financial Corporation; and funds which are a part
of the TIAA-CREF Institutional Mutual Funds. Age 64. (a,b,c)
Drew Lewis
Former chairman and chief executive officer, Union Pacific Corporation.
Other directorships: American Express Co.; FPL Group, Inc.; Millennium
Bank; Union Pacific Resources Group Inc. Age 68. (a,d)
Josephine P. Louis
Chairman and chief executive officer, Eximious Inc., and Eximious Ltd.
Other directorships: HDO Productions, Inc.; trustee, Chicago
Horticultural Society; trustee, Chicago Historical Society. Age 70.
(a,b,e)
Douglas H. McCorkindale
Vice chairman and president, Gannett Co., Inc. Formerly: Vice chairman
and chief financial and administrative officer, Gannett Co., Inc.
(1985-1997). Other directorships: Continental Airlines, Inc.; Global
Crossing Ltd.; and funds which are part of the Prudential group of
mutual funds. Age 60. (b,f,g)
Samuel J. Palmisano
Senior vice president and group executive, IBM Enterprise Systems
Group. Age 48. (a,c)
Karen Hastie Williams
Partner of Washington, D.C., law firm of Crowell & Moring. Other
directorships: Crestar Financial Services Corporation; Continental
Airlines, Inc.; Fannie Mae; Washington Gas Light Company. Age 55. (a,c)
(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 and Personnel Practices Committee.
(f) Member of Gannett Management Committee.
(g) Member of Contributions Committee.
A Special Thanks
Peter B. Clark, former chairman, president and CEO of The Evening News
Association, and Thomas A. Reynolds, chairman emeritus of Chicago law
firm Winston & Strawn, retired from the Gannett Board of Directors on
May 4, 1999. Clark had served on the board since March 25, 1986;
Reynolds, since June 26, 1979.
Company and divisional officers
Gannett's principal management group is the Gannett Management
Committee, which coordinates overall management policies for the
company. The Gannett Newspaper Operating Committee oversees operations
of the company's newspaper division. The Gannett Broadcasting Operating
Committee coordinates management policies for the company's television
stations. The members of these three groups 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.
Gannett's 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. Age 56.
Sara M. Bentley,
President, Gannett Northwest Newspaper Group, and president and
publisher, Statesman Journal, Salem, Ore. Age 48. (2)
James T. Brown,
Executive chairman, Newsquest. Age 64.
Thomas L. Chapple,
Senior vice president, general counsel and secretary. Formerly: Vice
president, general counsel and secretary (1991-1995). Age 52. (1)
Richard L. Clapp,
Senior vice president/human resources. Formerly: Vice president,
compensation and benefits (1983-1995). Age 59. (1)
Susan Clark-Johnson,
Senior group president, Gannett Pacific Newspaper Group, and president
and publisher, Reno (Nev.) Gazette-Journal. Age 53. (2)
Michael J. Coleman,
Senior group president, Gannett South Newspaper Group, and president
and publisher, FLORIDA TODAY at Brevard County. Age 56. (2)
Robert T. Collins,
President, New Jersey Newspaper Group, and president and publisher,
Asbury Park Press, Home News Tribune, East Brunswick, N.J., and Ocean
County Newspapers. Formerly: President and publisher, Asbury Park Press
and Home News Tribune (1997-1998); president and publisher, Courier-
Post, Cherry Hill, N.J. (1993-1997). Age 56. (2)
Thomas Curley,
Senior vice president, administration, and president and publisher, USA
TODAY. Formerly: President and publisher, USA TODAY (1991-1998). Thomas
Curley is the brother of John J. Curley. Age 51. (1)
Philip R. Currie,
Senior vice president, news, Newspaper Division. Formerly: Vice
president, news, Newspaper Division (1982-1995). Age 58. (2)
Ardyth R. Diercks,
Senior vice president, Gannett Television. Formerly: President and
general manager, KSDK-TV, St. Louis (1996-1998); president and general
manager, KVUE-TV, Austin, Texas (1994-1996). Age 45. (3)
Craig A. Dubow,
Executive vice president, Gannett Television. Formerly: President and
general manager, WXIA-TV, Atlanta (1992-1996). Age 45. (3)
Daniel S. Ehrman Jr.,
Vice president, planning and development. Formerly: Senior vice
president, Gannett Broadcasting (1995-1997); vice president, finance
and business affairs, Gannett Broadcasting (1984-1995). Age 53.
Millicent A. Feller,
Senior vice president, public affairs and government relations. Age 52. (1)
Lawrence P. Gasho,
Vice president, financial analysis. Age 57.
George R. Gavagan,
Vice president and controller. Formerly: Vice president,
corporate accounting services (1993-1997). Age 53.
Denise H. Ivey,
President, Gannett Gulf Coast Newspaper Group, and president and
publisher, Pensacola (Fla.) News Journal. Age 49. (2)
John B. Jaske,
Senior vice president, labor relations and assistant general counsel.
Age 55. (1)
Richard A. Mallary,
Senior vice president, Gannett Broadcasting. Formerly: Vice president,
news, Gannett Broadcasting (1989-1995). Age 57. (3)
Gracia C. Martore,
Treasurer and vice president, investor relations. Formerly: Vice
president, treasury services and investor relations (1996-1998); vice
president, treasury services (1993-1996). Age 47.
Myron Maslowsky,
Vice president, internal audit. Formerly: Director, internal audit
(1989-1995). Age 45.
Larry F. Miller,
Executive vice president and chief financial officer. Formerly: Senior
vice president, financial planning and controller (1991-1997). Age 61. (1)
Craig A. Moon,
President, Piedmont Newspaper Group, and president and publisher, The
Tennessean, Nashville. Formerly: Vice president, Gannett South
Newspaper Group, and president and publisher, The Tennessean (1991-
1999). Age 50. (2)
Roger Ogden,
Vice president, Gannett Television, and president and general manager,
KUSA-TV, Denver, Colo. Age 54. (3)
W. Curtis Riddle,
Senior group president, Gannett East Newspaper Group, and president and
publisher, The News Journal, Wilmington, Del. Age 48. (2)
Carleton F. Rosenburgh,
Senior vice president, Gannett Newspaper Division. Age 60. (2)
Gary F. Sherlock,
President, Gannett Atlantic Newspaper Group, and president and
publisher, The Journal News, Westchester County, N.Y. Age 54. (2)
Mary P. Stier,
President, Gannett Midwest Newspaper Group, and president and
publisher, Rockford (Ill.) Register Star. Age 42. (2)
Wendell J. Van Lare,
Vice president, senior labor counsel. Age 54.
Frank J. Vega,
President and CEO, Detroit Newspapers. Age 51. (2)
Cecil L. Walker
President, Gannett Broadcasting Division. Age 63. (1)(3)
Barbara W. Wall,
Vice president, senior legal counsel. Age 45.
Gary L. Watson,
President, Gannett Newspaper Division. Age 54. (1)(2)
(1) Member of the Gannett Management Committee.
(2) Member of the Gannett Newspaper Operating Committee.
(3) Member of the Gannett Broadcasting Operating Committee.
<PAGE>
GANNETT COMMON STOCK PRICES
High-low range by quarters based on NYSE-composite closing prices.
Year Quarter Low High
- ---- ------- ----- ------
1989 first $17.32 $19.13
second $18.32 $24.25
third $21.82 $24.94
fourth $19.75 $22.63
1990 first $19.75 $22.19
second $17.75 $21.13
third $14.94 $18.75
fourth $15.32 $18.88
1991 first $17.88 $21.32
second $19.88 $22.19
third $19.69 $23.32
fourth $17.94 $21.13
1992 first $21.13 $23.94
second $20.75 $24.57
third $21.94 $24.13
fourth $23.00 $26.82
1993 first $25.32 $27.69
second $23.75 $27.38
third $23.88 $25.69
fourth $23.75 $29.07
1994 first $26.69 $29.19
second $25.32 $27.44
third $24.19 $25.82
fourth $23.38 $26.69
1995 first $25.07 $27.50
second $26.00 $27.88
third $26.50 $27.75
fourth $26.44 $32.19
1996 first $29.63 $35.38
second $32.25 $35.82
third $32.00 $35.07
fourth $34.75 $39.25
1997 first $35.81 $44.75
second $40.50 $50.66
third $48.00 $53.00
fourth $51.13 $61.81
1998 first $57.25 $69.94
second $65.13 $74.69
third $55.81 $73.56
fourth $48.94 $68.06
1999 first $61.81 $70.25
second $61.81 $75.44
third $66.81 $76.94
fourth $68.81 $79.31
2000 first $61.75 $83.25*
* Through Feb. 25, 2000
-22-
<PAGE>
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 in the United States. 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, PricewaterhouseCoopers 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 controls and perform such tests and
other procedures as they deem necessary to reach and express an opinion on the
financial statements. The PricewaterhouseCoopers LLP report appears on page 51.
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 five 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.
Douglas H. McCorkindale
Vice Chairman and President
Larry F. Miller
Executive Vice President
and Chief Financial Officer
Management's discussion and analysis of results of operations and financial
position
Basis of reporting
Following is a discussion of the key factors that have affected the company's
business over the last three fiscal 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.
The company's 1999 fiscal year ended on Dec. 26, 1999, and encompassed a
52-week period. The company's 1998 and 1997 fiscal years also encompassed
52-week periods.
Business acquisitions, exchanges and dispositions
1999
On June 24, 1999, Gannett made a cash offer to acquire the stock of Newsquest
plc ("Newsquest"). Newsquest's principal activities are publishing and printing
regional and local newspapers in England with a portfolio of 180 titles that
include paid-for daily and weekly newspapers, and free weekly newspapers.
The offer was for 460 pence (U.S. $7.26) in cash or loan notes for each of
200.4 million fully diluted shares, for a total price of approximately 922
million pounds sterling (U.S. $1.5 billion). Gannett also financed the
repayment of Newsquest's existing debt. Share purchases commenced in the third
quarter of 1999 and were financed principally by commercial paper borrowings
and operating cash flow. On July 26, 1999, Gannett declared the offer
unconditional in all respects and shortly thereafter, Gannett effectively owned
100% of Newsquest shares. The acquisition was recorded under the purchase
method of accounting and Newsquest's results of operations are included in the
company's financial statements from July 26, 1999 forward.
On June 1, 1999, the company completed a broadcast station transaction
under which it exchanged its ABC affiliate KVUE-TV in Austin, Texas, and
received KXTV-TV, the ABC affiliate in Sacramento, Calif., plus cash
consideration. For financial reporting purposes, the company recorded the
exchange as two simultaneous but separate events; that is, a sale of its Austin
TV station for which a non-operating gain was recognized and the acquisition of
the Sacramento station accounted for under the purchase method. In its second
quarter, the company reported a net non-operating gain of $55 million ($33
million after tax) principally as a result of this transaction.
In March 1999, the company contributed The San Bernardino County Sun to a
partnership that includes 21 daily California newspapers in exchange for a
partnership interest.
The aggregate purchase price, including liabilities assumed, for
businesses and assets acquired in 1999 including Newsquest, the Sacramento
television station and certain smaller non-daily newspaper publishing
operations, totaled approximately $1.8 billion.
-23-
<PAGE>
Subsequent event - January 31, 2000
On January 31, 2000, the previously announced sale of the assets of the
company's subsidiary, Multimedia Cablevision, Inc., to Cox Communications, Inc.
of Atlanta, Ga., was completed.
The sale price for the cable business was approximately $2.7 billion in
cash, which resulted in an after-tax gain of approximately $740 million or
$2.64 per diluted share. The gain will be reported in Gannett's first quarter
of 2000. The proceeds from the sale were used to pay down commercial paper
obligations.
Although the cable sale was finalized in the year 2000, for financial
reporting purposes, the cable operating results for 1999 and all prior years
for which it was owned by the company have been reclassified in the statements
of income and related discussions as discontinued operations. Likewise for the
year 2000, cable operating results for the period up to the sale date, along
with the gain on the sale, will be reported as discontinued operations. The
cable business (along with the alarm security business sold in 1998) was
previously reported as a separate segment by the company.
1998
In the first quarter of 1998, the company sold its five remaining radio
stations, its alarm security business and its newspaper in St. Thomas, Virgin
Islands. The company also contributed its newspaper in Saratoga Springs, N.Y.,
to the Gannett Foundation. The company recorded a net non-operating gain of
$307 million ($184 million after tax), principally as a result of these
transactions.
The company purchased television stations WCSH-TV (NBC) in Portland,
Maine, and WLBZ-TV (NBC) in Bangor, Maine, early in the first quarter and WLTX-
TV (CBS) in Columbia, S.C., in April 1998.
In the third quarter of 1998, the company sold five small-
market daily newspapers in Ohio, Illinois and West Virginia and completed the
acquisition of several newspapers in New Jersey, including The Daily Record in
Morristown and the Ocean County Observer in Toms River. Also in the third
quarter of 1998, the company completed a transaction with TCI Communications,
Inc., under which it exchanged its subscribers and certain cable system assets
in the suburban Chicago area (93,000 subscribers) for subscribers and certain
cable system assets of TCI in Kansas (128,000 subscribers).
The aggregate purchase price for businesses and assets acquired in 1998
was approximately $370 million in cash. These acquisitions were accounted for
under the purchase method of accounting.
1997
In January 1997, the company exchanged WLWT-TV (NBC) in Cincinnati and KOCO-TV
(ABC) in Oklahoma City for WZZM-TV (ABC) in Grand Rapids and WGRZ-TV (NBC) in
Buffalo. This exchange was necessary to comply with Federal Communications
Commission (FCC) cross-ownership rules.
In May 1997, the company acquired KNAZ-TV (NBC) in Flagstaff, Ariz., KMOH-
TV (WB, now NBC) in Kingman, Ariz., and Printed Media Companies in Minneapolis,
Minn. In July 1997, Mary Morgan, Inc., a printing business in Green Bay, Wis.,
was purchased, and in August 1997, the company acquired Army Times Publishing
Company in Springfield, Va., which produces military newspapers and a monthly
defense publication.
In October 1997, the company acquired New Jersey Press, Inc., which
publishes two dailies, the Asbury Park Press and the Home News Tribune of East
Brunswick.
The aggregate purchase price for businesses acquired in 1997 was
approximately $445 million in cash and liabilities assumed. These acquisitions
were accounted for under the purchase method of accounting.
In January 1997, the company contributed the Niagara Gazette newspaper to
the Gannett Foundation. In April 1997, the company sold its newspaper in
Moultrie, Ga., and in November 1997, the company sold its newspapers in
Tarentum and North Hills, Pa.
-24-
<PAGE>
Results of continuing operations
Note that the company's results of continuing operations discussed below do not
include results from the cable business which was sold in January 2000. All
cable operating results have been reclassified in the statements of income and
related discussions as discontinued operations.
Consolidated summary
Operating earnings reached another record level in 1999. A consolidated summary
of the company's results is presented below. Note that this summary separates
from ongoing results the second quarter 1999 net non-operating gain of $55
million ($33 million after tax) principally from the exchange of the Austin
television station for the Sacramento television station, and the first quarter
1998 net non-operating gain of $307 million ($184 million after tax)
principally from the sale of radio and alarm security businesses.
In millions of dollars, except per share amounts
1999 Change 1998 Change 1997 Change
------ ------ ------ ------ ------ ------
Operating revenues $5,260 8% $4,881 9% $4,474 7%
Operating expenses $3,697 6% $3,495 9% $3,212 1%
Operating income $1,563 13% $1,386 10% $1,262 24%
Income from continuing
operations, excluding
gains on sale/exchange
of properties $ 886 13% $ 782 15% $ 681 35%
After-tax gains on
sale/exchange of
properties $ 33 $ 184
Income from
continuing operations,
as reported $ 919 (5%) $ 966 42% $ 681 14%
Earnings per share
from continuing
operations, excluding
gains on sale/exchange
of properties
Basic $ 3.18 15% $ 2.76 15% $ 2.41 35%
Diluted $ 3.15 15% $ 2.74 15% $ 2.39 34%
Earnings per share
from gains on
sale/exchange of
properties
Basic $ .11 $ .65
Diluted $ .11 $ .64
Earnings per share from
continuing operations,
as reported
Basic $ 3.29 (4%) $ 3.41 42% $ 2.41 14%
Diluted $ 3.26 (4%) $ 3.38 42% $ 2.39 13%
A discussion of operating results of the company's newspaper and
broadcasting segments along with other factors affecting net income follows.
Operating cash flow amounts presented with business segment information
represent operating income plus depreciation and amortization of intangible
assets. Such cash flow amounts vary from net cash flow from operating
activities presented in the Consolidated Statements of Cash Flows because cash
payments for interest and taxes are not reflected therein, nor are the cash
flow effects of non-operating items, discontinued operations or changes in
certain operations-related balance sheet accounts.
Newspapers
In addition to its domestic local newspapers, the company's newspaper
publishing operations include USA TODAY, USA WEEKEND, Newsquest, purchased in
1999, which publishes daily and non-daily newspapers in England, and Gannett
Offset commercial printing. The newspaper segment in 1999 contributed 86% of
the company's revenues and 83% of its operating income. Record earnings were
achieved by the newspaper segment in 1999, reflecting the results from newly
acquired Newsquest operations but also gains at most U.S. local newspapers, and
significant revenue and earnings growth at USA TODAY and USA WEEKEND.
Ad revenues at USA TODAY rose 17%, and earnings were up dramatically.
Newspaper earnings also were aided by lower newsprint prices which, on
average, were 12% lower than in 1998.
Newspaper operating results were as follows:
In millions of dollars
1999 Change 1998 Change 1997 Change
------ ------ ------ ------ ------ ------
Revenues $4,532 9% $4,159 10% $3,771 8%
Expenses $3,240 6% $3,050 10% $2,769 2%
------ ------ ------ ------ ------ ------
Operating income $1,292 16% $1,109 11% $1,002 27%
====== ====== ====== ====== ====== ======
Operating cash flow $1,499 16% $1,294 11% $1,170 23%
Newspaper operating revenues: Newspaper operating revenues are derived
principally from advertising and circulation sales, which accounted for 73% and
23%, respectively, of total newspaper revenues in 1999. Ad revenues include
those derived from advertising placed with newspaper Internet products. Other
newspaper publishing revenues are mainly from commercial printing businesses.
The table below presents these components of reported revenues for the last
three years.
Newspaper publishing revenues, in millions of dollars
1999 Change 1998 Change 1997 Change
------ ------ ------ ------ ------ ------
Advertising $3,293 12% $2,943 12% $2,634 9%
Circulation $1,023 1% $1,010 7% $ 948 3%
Commercial printing
and other $ 216 5% $ 206 9% $ 189 13%
------ ------ ------ ------ ------ ------
Total $4,532 9% $4,159 10% $3,771 8%
====== ====== ====== ====== ====== ======
-25-
<PAGE>
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 1999.
For Newsquest, advertising and circulation revenues are fully reflected in
the amounts below, as are daily paid circulation volumes. Advertising linage
for Newsquest is not reflected, however.
Advertising revenues, in millions of dollars (pro forma)
1999 Change 1998 Change 1997 Change
------ ------ ------ ------ ------ ------
Local $1,007 (1%) $1,012 4% $ 975 5%
National $ 647 15% $ 565 9% $ 516 10%
Classified $1,397 6% $1,314 9% $1,203 11%
------ ------ ------ ------ ------ ------
Total Run-of-Press $3,051 6% $2,891 7% $2,694 8%
Preprint and other
advertising $ 483 6% $ 456 2% $ 446 6%
------ ------ ------ ------ ------ ------
Total ad revenue $3,534 6% $3,347 7% $3,140 8%
====== ====== ====== ====== ====== ======
Advertising linage, in millions of inches, and preprint distribution
(pro forma)
1999 Change 1998 Change 1997 Change
------ ------ ------ ------ ------ ------
Local 34.8 0% 34.9 3% 33.8 5%
National 3.5 15% 3.0 7% 2.8 13%
Classified 45.0 9% 41.5 9% 38.0 8%
------ ------ ------ ------ ------ ------
Total Run-of-Press 83.3 5% 79.4 6% 74.6 7%
====== ====== ====== ====== ====== ======
Preprint distribution
(millions) 7,515 3% 7,287 7% 6,812 3%
Reported newspaper advertising revenues for 1999 were $350 million greater
than in 1998, a 12% increase, while pro forma revenues presented above reflect
a 6% increase. The variance in these two comparisons relates principally to the
Newsquest properties acquired in July 1999.
Pro forma local ad revenues and linage were down slightly (less than 1%)
for the full year. Ad spending by the larger retailers in our markets declined
for the year, reflecting closings and consolidations, but this was mostly
offset by greater revenue from expanded sales and marketing efforts directed
toward small and medium sized advertisers.
Pro forma national ad revenues and linage rose 15%, driven principally by
USA TODAY, which reported a 19% gain in revenues on a 14% linage gain. National
ad revenue growth also was strong at USA WEEKEND and at several large daily
newspaper properties.
Pro forma classified revenue in 1999 rose 6% on a 9% linage gain.
Employment ad revenue gains were the strongest, followed by automotive and then
real estate. The continued strong economy and the tight labor market were key
factors in these revenue gains, along with added marketing and sales resources.
In millions, as reported
Newspaper advertising
Year revenues
- ---- ---------------------
1990 $1,917
1991 $1,853
1992 $1,882
1993 $2,005
1994 $2,153
1995 $2,219
1996 $2,418
1997 $2,634
1998 $2,943
1999 $3,293
Looking to the year 2000, further ad revenue and volume growth is
anticipated in all categories. Generally modest price increases are planned at
most properties, and the company will continue to expand and refine sales and
marketing efforts. Changes in national economic factors such as interest rates,
employment levels and the rate of general economic growth will impact revenues
at all of the company's newspapers.
Newspaper circulation revenues rose $12 million or slightly more than 1%
in 1999. Incremental circulation revenues from Newsquest offset declines in
domestic circulation revenue. On a pro forma basis, circulation revenues
declined slightly less than 1%.
For local newspapers, morning circulation accounts for approximately 80%
of total daily volume, while evening circulation accounts for 20%. On a pro
forma basis, local morning circulation declined 1%, evening circulation
declined 2% and Sunday circulation declined 2%. Selected circulation price
increases were implemented in 1999 at certain newspapers. During 1999, the
St. Cloud (Minn.) Times and the Vineland (N.J.) Daily Journal were converted
from evening to morning publications.
USA TODAY's average daily circulation for 1999 rose .1% to 2,274,621. USA
TODAY reported an average daily paid circulation of 2,235,808 in the ABC
Publishers' Statement for the six months ended Sept. 26, 1999, a 1% increase
over the comparable period a year ago.
Newspaper circulation revenues
In millions, as reported
Newspaper circulation
Year revenues
- ---- ---------------------
1990 $730
1991 $777
1992 $807
1993 $839
1994 $849
1995 $869
1996 $918
1997 $948
1998 $1,010
1999 $1,023
-26-
<PAGE>
The company expects modest circulation revenue growth at most of its
newspaper properties in 2000. Circulation price increases are planned at
certain newspapers, along with overall slightly higher volume.
Pro forma circulation volume for the company's local newspapers is
summarized in the table below:
Average net paid circulation volume, in thousands (pro forma)
1999 Change 1998 Change 1997 Change
------ ------ ------ ------ ------ ------
Local Newspapers
Morning 3,828 (1%) 3,875 1% 3,823 1%
Evening 960 (2%) 979 - 983 (2%)
------ ------ ------ ------ ------ ------
Total daily 4,788 (1%) 4,854 1% 4,806 1%
Sunday 5,813 (2%) 5,942 (1%) 6,022 (1%)
Reported newspaper advertising revenues for 1998 were $309 million greater
than in 1997, a 12% increase, while pro forma revenues presented above reflect
a 7% increase. This reported/pro forma variance relates principally to
newspaper acquisitions in 1998 and 1997.
Pro forma local ad revenues and linage in 1998 rose 4% and 3%,
respectively. Most local newspapers achieved gains in this category,
particularly from medium and smaller accounts. Ad spending by major retailers
was slightly lower in 1998. The overall gains in local revenues were spurred by
enhanced sales and marketing efforts and by the strong economy.
Pro forma national ad revenues and linage rose 9% and 7%, respectively, in
1998 fueled principally by USA TODAY, which reported a 12% gain in total ad
revenues and a 9% linage gain. Ad revenue growth at USA TODAY in 1998 followed
a 12% gain in 1997 and a 30% gain in 1996.
Pro forma classified revenues in 1998 rose 9% on a 9% linage gain.
Employment advertising revenue gains were the strongest, followed by real
estate and automotive.
Newspaper circulation revenues rose $62 million or 7% in 1998.
Incremental revenue from the newspaper businesses acquired in 1997 and 1998
contributed significantly to the gains, although most of the company's local
newspapers, along with USA TODAY and USA WEEKEND, reported higher circulation
revenue as well. On a pro forma basis, local morning circulation rose 1%.
Average evening circulation was less than 1% lower, continuing the national
trend. Average Sunday circulation was 1% lower in 1998.
During 1998, the Battle Creek (Mich.) Enquirer was converted from an
evening to a morning publication, and the 10 daily Gannett Suburban Newspapers
were consolidated into one morning and Sunday publication, The Journal News,
based in Westchester County, N.Y.
Selected circulation price increases were implemented in 1998 at certain
newspapers.
USA TODAY's average daily paid circulation for 1998 rose 2% to 2,271,767.
USA TODAY reported an average daily paid circulation of 2,213,255 in the ABC
Publisher's Statement for the six months ended Sept. 27, 1998, a 2% increase
over the comparable period a year ago.
Reported newspaper ad revenues for 1997 were $216 million greater than in
1996, a 9% increase, while pro forma revenues reflect an 8% increase. This
reported/pro forma variance relates to the 1997 acquisitions of Army Times
Publishing Company and New Jersey Press, Inc.
Pro forma local ad revenues and linage rose 5%. Most of the company's
local newspapers achieved gains in this category.
Pro forma national ad revenues and linage rose 10% and 13% in 1997,
respectively. USA TODAY reported a 12% gain in total ad revenues and a 7%
linage gain. USA WEEKEND's national revenues rose 16%, and local newspaper
national revenues were up 13%.
Pro forma classified revenues rose 11% in 1997 on an 8% linage gain.
Employment advertising revenue gains were strongest, followed by real estate
and automotive. Ad rates were higher at most newspapers for most key classified
categories.
Newspaper circulation revenues rose $30 million or 3% in 1997. Most local
newspapers, along with USA TODAY and USA WEEKEND, contributed to the gain.
On a pro forma basis, local morning circulation rose 1% in 1997 while
average evening circulation was 2% lower. Average Sunday circulation was 1%
lower. At The Detroit News, daily and Sunday circulation rose for the year,
reversing the effects of the strike initiated in 1995.
During 1997, The Bellingham (Wash.) Herald and the Iowa City Press-Citizen
converted from evening to morning publication and the evening Rochester (N.Y.)
Times-Union was consolidated with the morning publication, Democrat and
Chronicle.
Selected price increases were implemented in 1997 at certain newspapers.
USA TODAY's average daily paid circulation in 1997 rose 3% to 2,234,474.
USA TODAY reported an average daily paid circulation of 2,169,860 in the ABC
Publisher's Statement for the six months ended Sept. 28, 1997, a 2% increase
over the comparable period in 1996.
Newspaper operating expense: Newspaper operating expenses rose $190
million, or 6%, in 1999. The increase was caused principally by incremental
costs from Newsquest properties acquired in July 1999. Newsprint expense for
the year, including the effect of acquisitions, was 6% lower than in 1998.
While consumption rose nearly 7% (due principally to Newsquest), average
newsprint prices declined 12%.
For 2000, newsprint consumption and prices are expected to be slightly
higher than in 1999. The increase in consumption in 2000 will be tempered by
web width reductions to 50 inches at most of the company's U.S. newspapers,
including USA TODAY.
-27-
<PAGE>
Payroll costs for newspaper operations rose 10% in 1999, in part because
of the Newsquest acquisition but also because of staffing increases in
marketing and ad sales and modest pay increases.
For 2000, moderate pay increases are planned and staffing levels are
expected to be up slightly.
Newspaper operating expenses rose $281 million or 10% in 1998. The
increase was caused principally by incremental costs from newspaper properties
acquired in 1997 and 1998. Newsprint expense for the year, including the effect
of acquisitions, was 18% higher than in 1997. Both consumption and average
prices were higher by approximately 9%.
Payroll costs for newspaper operations rose 9% in 1998, in part because of
acquired properties but also because of increases in headcount, particularly in
marketing and ad sales, and pay increases.
Newspaper operating expenses rose $53 million or 2% in 1997. The company
benefited from lower average newsprint costs for the year. Newsprint expense
for the year, including the effect of acquisitions, was 15% lower than in 1996.
Consumption was higher by 8%, but average prices were down 21%.
Payroll costs for newspaper operations rose 7% in 1997, in
part because of the acquired properties but also because of slight increases in
headcount, particularly in ad sales, and modest pay increases.
Newspaper operating income: The company's newspapers produced record
earnings in 1999. Operating profit rose $182 million or 16%. The Newsquest
properties acquired in July 1999 contributed to the profit gain. Earnings were
strong at Detroit, the company's New Jersey Group and at USA WEEKEND. Most of
the company's local U.S. newspapers reported earnings gains. For USA TODAY,
1999 was another record year as operating profit rose dramatically.
Newsquest financial results were translated from British pounds to U.S.
dollars using a weighted average rate of $1.62 for the period it was owned in
1999.
For 2000, newspaper operating profits are expected to show continued
growth, reflecting full-year results at Newsquest, generally higher profits at
most local domestic newspapers and further earnings gains at USA TODAY.
Newspapers operating profit rose $107 million or 11% in 1998. While
newspaper properties acquired in 1997 and 1998 contributed significant
earnings, most of the company's local newspapers also reported higher profits.
Earnings gains at Detroit and at USA TODAY were among the strongest.
Newspapers earnings were sharply higher in 1997; operating profit rose
$216 million or 27%. Nearly all local newspapers reported higher profits and
significant gains were achieved in Detroit and other large-city markets, as
well as at USA WEEKEND. At USA TODAY, operating results were sharply higher.
Broadcasting
The company's broadcasting operations at the end of 1999 included 21 television
stations in markets reaching 17.4 percent of U.S. television homes.
Over the last three years, reported broadcasting revenues, expenses,
operating income and operating cash flows were as follows:
In millions of dollars
1999 Change 1998 Change 1997 Change
------ ------ ------ ------ ------ ------
Revenues $ 729 1% $ 721 3% $ 704 2%
Expenses $ 391 4% $ 377 1% $ 376 (4%)
------ ------ ------ ------ ------ ------
Operating income $ 338 (2%) $ 344 5% $ 328 10%
====== ====== ====== ====== ====== ======
Operating cash flow $ 400 (1%) $ 404 5% $ 385 10%
====== ====== ====== ====== ====== ======
Reported broadcast results are affected by the station exchange on June 1,
1999 of KVUE-TV in Austin for KXTV-TV in Sacramento. (Refer to page 23 for
details of the transaction.) Total broadcast reported revenues rose $7 million
or 1% for 1999. However, on a pro forma basis, giving effect to the
Austin/Sacramento station exchange, total station revenues were slightly less
than 1% lower for the full year. Pro forma local revenues rose 5% for the year,
while national revenues were down 7%. The decline in national ad revenue in
comparison with 1998 reflects in part revenue spikes in 1998 on CBS stations
for the Winter Olympics and on NBC affiliates for the Super Bowl and the
Seinfeld program, and from generally strong political/issue advertising.
Reported operating expenses for broadcast were up 4%, reflecting the
impact of the Austin/Sacramento station exchange. On a pro forma basis,
operating costs were down slightly. Pro forma payroll was up 1%.
For 2000, television revenues and earnings are expected to improve
considerably, buoyed by incremental ad revenues from the Olympics and political
campaigns.
In November 1999, the company announced an agreement to acquire WJXX-TV,
the ABC affiliate in Jacksonville, Fla. Closing is expected to occur as soon as
regulatory approvals are obtained. The company also will continue to own WTLV-
TV, the NBC affiliate in Jacksonville.
A summary of pro forma revenues for television stations owned
at the end of 1999 follows:
Pro forma broadcast revenues, in millions of dollars
1999 Change 1998 Change 1997 Change
------ ------ ------ ------ ------ ------
Revenues $ 732 (1%) $ 736 6% $ 692 2%
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<PAGE>
Total reported broadcasting revenues rose $18 million or 3% in 1998. On a
pro forma basis, broadcasting revenues rose 6% for the year. Pro forma local
and national advertising revenues increased 6% and 9%, respectively, over 1997,
reflecting strong advertising demand for NBC programming (12 company stations
were NBC affiliates) and overall growth in the economy. Advertising revenues
benefited from the Super Bowl broadcast on the company's NBC stations and the
Winter Olympics airing on its CBS stations. Strong political advertising
contributed to the overall revenue growth as well.
Reported operating expenses for broadcast were up 1% for 1998. On a pro
forma basis, operating expenses increased 2%, with payroll costs up 4% and
program costs up 1% over 1997.
Operating income in 1998 from broadcasting reached a record high, climbing
$15 million to $344 million. The 5% increase was the result of continued strong
demand for television advertising in most markets throughout the year and cost
controls.
Reported broadcasting revenues rose $17 million or 2% in 1997. On a pro
forma basis, broadcasting revenues rose 2% with local advertising revenues up
5% and national advertising revenues even with 1996.
Reported operating expenses for broadcast in 1997 declined $14 million or
4%, mainly because of Olympics-related costs in 1996. On a pro forma basis,
operating expenses declined 2%. Pro forma payroll increased 4%, while program
expenses decreased 9%.
Broadcasting revenues
In millions, as reported
Year Broadcast revenues
- ---- ------------------
1990 $397
1991 $357
1992 $371
1993 $397
1994 $407
1995 $466
1996 $687
1997 $704
1998 $721
1999 $729
Consolidated operating expenses
Over the last three years, the company's consolidated operating
expenses were as follows:
Consolidated operating expenses, in millions of dollars
1999 Change 1998 Change 1997 Change
------ ------ ------ ------ ------ ------
Cost of sales $2,608 4% $2,499 10% $2,272 --
Selling, general
and admin. expenses $ 809 9% $ 743 5% $ 706 6%
Depreciation $ 169 3% $ 164 7% $ 153 3%
Amortization of
intangible assets $ 111 23% $ 90 11% $ 81 8%
Cost of sales for 1999 were up $110 million or 4%, reflecting increased
costs from businesses acquired in 1998 and 1999, particularly Newsquest.
Newsprint expense decreased 6% despite a 7% increase in consumption (including
acquisitions). Average newsprint prices dropped 12% as compared to 1998.
Selling, general and administrative costs (SG&A) were up 9% for the year
due primarily to the Newsquest acquisition and generally higher newspaper
advertising expenses.
Depreciation expense increased 3% during the year as a result of the
Newsquest acquisition. Amortization of intangibles rose $21 million or 23% due
to 1998 and 1999 acquisitions, principally Newsquest.
Cost of sales for 1998 increased $227 million or 10%. Newsprint expense
rose 18% for the year because of a 9% increase in consumption (including
acquisitions) and 9% higher average newsprint prices. Other costs from
businesses acquired in 1997 and 1998 also contributed to this increase.
SG&A rose 5% for 1998, mainly because of incremental newspaper advertising
expenses from properties acquired in 1997 and 1998.
Depreciation expense in 1998 was up 7% from the prior year due to
increased depreciation expense from capital additions and newly acquired
properties. Amortization of intangibles rose $9 million or 11% because of costs
associated with 1997 and 1998 acquisitions.
Cost of sales for 1997 was unchanged from 1996. Although newsprint
consumption for 1997 increased 8% (including consumption by businesses acquired
in 1997), newsprint expense declined 15% for the year because of lower
newsprint prices. Newsprint savings were offset principally by the incremental
costs of properties acquired in 1997.
SG&A rose $42 million or 6% for 1997, primarily because of the effect of
properties acquired in that year.
Depreciation expense rose $5 million or 3% in 1997, while amortization of
intangibles increased $6 million or 8%. Both increases were attributable to
newly acquired properties.
-29-
<PAGE>
Payroll and newsprint costs (along with certain other
production material costs), the largest elements of the company's
operating expenses, are presented below, expressed as a percentage of
total pre-tax operating expenses.
1999 1998 1997
------ ------ ------
Payroll and employee benefits 45.7% 44.7% 44.1%
Newsprint and other production
material 19.5% 21.4% 20.1%
Non-operating income and expense
Interest expense for 1999 increased $15 million or 19%, reflecting
significantly increased commercial paper borrowings in the second half of 1999
as a result of the Newsquest acquisition. Interest expense in 2000 is expected
to decline significantly due to repayment of commercial paper borrowings from
proceeds from the sale of the company's cable division on Jan. 31, 2000. The
company's financing activities are discussed further in the financial position
section of this report.
Other non-operating income for 1999 includes the second quarter net non-
operating gain of $55 million principally from the exchange of the television
stations discussed above.
Interest expense for 1998 decreased $19 million or 19%, reflecting the
paydown of fixed-rate debt and commercial paper borrowings from operating cash
flow and the proceeds from the sale of certain businesses.
Other non-operating income for 1998 includes the first quarter net non-
operating gain of $307 million principally from the sale of radio and alarm
security businesses.
Interest expense for 1997 decreased $37 million or 28%, reflecting the
paydown of commercial paper borrowings from operating cash flow and the
proceeds from the sale of the outdoor and entertainment businesses in 1996.
Provision for income taxes
The company's effective income tax rate for continuing operations was 39.8% in
1999, 40.0% in 1998 and 41.0% in 1997. The decrease in the effective tax rate
in 1999 and 1998 reflects lower state taxes and the diminished impact of the
amortization of non-deductible intangible assets.
Income from continuing operations
In 1999, the company reported income from continuing operations of $919 million
or $3.26 per diluted share. However, this reflects the net non-operating gain
principally from the television station exchange transaction discussed on page
23. This net gain totaled $55 million pre-tax ($33 million after tax or $.11
per diluted share).
For 1998, the company reported income from continuing operations of $966
million or $3.38 per diluted share. This amount reflects the net non-operating
gain principally from the sale of radio and alarm security businesses in the
first quarter of the year. This net gain totaled $307 million pre-tax ($184
million after tax or $.64 per diluted share).
For purposes of evaluating the company's earnings progress from ongoing
operations, the earnings summary below excludes the effect of these non-
operating gains in 1999 and 1998.
In millions of dollars, except per share amounts
Earnings summary excluding 1999 and 1998 net non-operating gains
1999 Change 1998 Change 1997 Change
------ ------ ------ ------ ------ ------
Operating income $1,563 13% $1,386 10% $1,262 24%
Non-operating
expense
Interest expense (95) 19% (80) (19%) (98) (28%)
Other 4 -- (1) (87%) (9) 241%
------ ------ ------ ------ ------ ------
Total (91) 12% (81) (25%) (107) (22%)
------ ------ ------ ------ ------ ------
Income before
income taxes 1,472 13% 1,305 13% 1,155 31%
Provision for
income taxes 586 12% 523 10% 474 25%
------ ------ ------ ------ ------ ------
Income from
continuing
operations $ 886 13% $ 782 15% $ 681 35%
====== ====== ====== ====== ====== ======
Earnings per share
from continuing
operations - diluted $ 3.15 15% $ 2.74 15% $ 2.39 34%
------ ------ ------ ------ ------ ------
Excluding non-recurring items, the company's reported earnings from
continuing operations in 1999 were $886 million, a 13% increase with diluted
earnings per share at $3.15, up 15%; operating income reached $1.563 billion,
an increase of $177 million or 13%.
The strong, record showing in operating income and after-tax results for
1999 came from newspapers. Broadcast earnings were down 2%. Interest expense
was 19% higher.
-30-
<PAGE>
Excluding non-recurring items, 1998 income from continuing operations was
$782 million or $2.74 per diluted share, both up 15%. Operating income reached
$1.386 billion, an increase of $124 million or 10%. Both the newspaper and
broadcasting segments reported higher earnings for the year, with record
results at USA TODAY and strong improvement at The Detroit News. Lower
interest costs and a lower effective tax rate also contributed.
For 1997, the company reported earnings from continuing operations of $681
million or $2.39 per diluted share, both record highs, up 35% and 34%,
respectively, from record results in 1996. The company's operating income
reached $1.262 billion in 1997, an increase of $243 million or 24%. Both of the
company's business segments reported higher earnings for the year, with record
operating results at USA TODAY, a favorable year-to-year comparison at The
Detroit News, lower interest costs and a lower effective tax rate.
Income from continuing operations in millions
Income from
Year Continuing Operations
- ---- ---------------------
1990 $355
1991 $292
1992 $341*
1993 $389
1994 $455
1995 $459
1996 $503**
1997 $681
1998 $782**
1999 $886**
* Before effect of accounting principle changes
** Before net non-recurring gains from sale/exchange of businesses
Discontinued operations
As part of the Multimedia purchase in 1995, the company acquired cable
television and alarm security operations. In 1998, the company sold its alarm
security business, which had been reported within the cable segment. In July
1999, the company announced it had agreed to sell its cable business to Cox
Communications, Inc., and on Jan. 31, 2000, the sale of cable was completed.
Sale proceeds were approximately $2.7 billion and the company will recognize an
after-tax gain in its 2000 financial statements of approximately $740 million
or $2.64 per diluted share.
In connection with the cable sale, the company has reclassified cable
segment operating results for 1999 and for all prior periods owned as
discontinued operations in its statements of income and related discussions.
The gain upon sale in 2000 will likewise be reported as an element of
discontinued operations. At the end of 1999, the cable television business
served 523,000 subscribers in three states. Reported operating results for the
cable and security segment over the last three years were as follows:
In millions of dollars
1999 Change 1998 Change 1997
------ ------ ------ ------ ------
Revenues $ 258 7% $ 241 (6%) $ 255
Expenses $ 192 4% $ 183 (9%) $ 201
------ ------ ------ ------ ------
Operating income $ 66 14% $ 58 7% $ 54
====== ====== ====== ====== ======
Operating cash flow $ 118 4% $ 114 (6%) $ 121
After tax earnings $ 39 18% $ 33 6% $ 31
Net Income
The company reported net income of $958 million or $3.40 per diluted share in
1999 which includes after-tax earnings from discontinued operations of $39
million or $0.14 per share, and a net non-operating after-tax gain of $33
million or $0.11 per share from the company's exchange of television stations
previously discussed.
Average diluted shares outstanding for 1999 totaled 281,608,000, compared
to 285,711,000 in 1998. Basic shares totaled 279,048,000 for 1999 and
283,097,000 for 1998.
The company's return on shareholders' equity, based on earnings from
continuing operations, is presented in the table below.
Return on shareholders' equity (before non-recurring gains and
accounting principle changes) in percentages
Return on shareholders'
Year equity
- ---- -----------------------
1990 17.5
1991 16.2
1992 21.9
1993 22.3
1994 24.4
1995 23.0
1996 19.8
1997 21.3
1998 21.0
1999 20.6
The percentage return on equity for 1999 and 1998 declined
from the prior years because non-recurring gains from the sale/
exchange of businesses are included in shareholders' equity, but are
excluded from the amount of earnings from continuing operations used
in the calculation.
-31-
<PAGE>
Financial Position
Liquidity and capital resources
The principal changes in the company's financial position for 1999 relate to
the Newsquest acquisition, with an aggregate cost of approximately $1.5 billion
which was funded principally by commercial paper borrowings.
Changes in property, plant and equipment in 1999 reflect capital spending
of $258 million plus amounts recorded in connection with newly acquired
properties, principally Newsquest. The increase in intangible assets is
primarily due to amounts recorded in connection with the Newsquest acquisition,
and the increases in working capital balances are likewise due to Newsquest.
The increase in investments and other assets in 1999 is primarily the result of
the company's contribution of The San Bernardino County Sun to a partnership
that includes a number of daily California newspapers in exchange for a
partnership interest.
The company purchased $163 million in treasury shares in the second half
of 1999. The company's foreign currency translation adjustment, related to
Newsquest and reported as part of shareholders' equity, totaled $14.3 million,
net of tax, at Dec. 26, 1999. This reflects the strengthening of the pound
against the U.S. dollar since the Newsquest acquisition date. Newsquest's
assets and liabilities were translated from British pounds to U.S. dollars at
the Dec. 26, 1999 exchange rate of $1.62.
The company's consolidated operating cash flow (defined as operating
income plus depreciation and amortization of intangible assets) totaled $1.843
billion in 1999 compared to $1.639 billion in 1998 and $1.496 billion in 1997.
The cash flow increase of $204 million or 12% in 1999 reflects significant
operating income growth for the company's newspaper segment. The table below
presents operating cash flow as a percent of revenue over the last 10 years.
Operating cash flow,
Year as a percent of revenue
- ---- ---------------------
1990 25.8
1991 23.1
1992 24.4
1993 26.1
1994 27.5
1995 27.0
1996 29.7
1997 33.4
1998 33.6
1999 35.0
Working capital, or the excess of current assets over current
liabilities, totaled $191 million at the end of 1999 and $178 million at
the end of 1998. Certain key measurements of the elements of working
capital for the last three years are presented in the following chart:
Working capital measurements
1999 1998 1997
-------- -------- --------
Current ratio 1.2-to-1 1.2-to-1 1.2-to-1
Accounts receivable turnover 7.4 7.9 7.8
Newsprint inventory turnover 7.3 7.5 7.3
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 those 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 & Poor's and Moody's Investors Service, respectively. The company's
senior unsecured long-term debt is rated AA- by Standard & Poor's and A1 by
Moody's Investors Service. The company has a shelf registration statement with
the Securities and Exchange Commission under which up to $1.5 billion of
additional debt securities may be issued. The company's Board of Directors has
established a maximum aggregate level of $3.5 billion for amounts which may be
raised through borrowings or the issuance of equity securities.
The company repaid its commercial paper obligations from the pre-tax
proceeds from the sale of the company's cable division on Jan. 31, 2000.
Commercial paper borrowings are expected to be made later in 2000 for income
tax requirements on the cable sale and also may be necessary for acquisitions
or additional share repurchases.
Note 4 to the company's financial statements on page 42 of this report
provides further information concerning commercial paper transactions and the
company's $3.0 billion revolving credit
agreement.
The company has a capital expenditure program (not including business
acquisitions) of approximately $325 million planned for 2000, including
approximately $144 million for land and buildings or renovation of existing
facilities, including costs associated with the new USA TODAY and corporate
headquarters facility, $162 million for machinery and equipment, and $19
million for vehicles and other assets. Management reviews the capital
expenditure program periodically and modifies it as required to meet current
business needs. It is expected that the 2000 capital program will be funded
from operating cash flow.
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<PAGE>
Capital stock
In 1998, the company announced authorizations to repurchase up to $750 million
of its company stock. During 1998, the company repurchased a total of
approximately 6 million shares of common stock at a cost of $329 million and in
1999, the company purchased approximately 2.4 million shares of its common
stock at a cost of $163 million. In early 2000, the Board authorized the
repurchase of an additional $500 million of company stock. Certain of the
shares previously acquired by the company have been reissued in settlement of
employee stock awards.
In 1997, the company's Board of Directors approved a two-for-one stock
split effective on Oct. 6, 1997. In this report, all share and per-common-share
amounts have been adjusted to reflect this stock split. In connection with the
split, $162.2 million was transferred from retained earnings to common stock to
reflect the par value of additional shares issued.
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 2,500,000 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 Dec. 26, 1999, totaled
277,926,431 shares, compared with 279,001,295 shares at Dec. 27, 1998.
Dividends
Dividends declared on common stock amounted to $229 million in
1999, compared with $221 million in 1998, reflecting an increase in the
dividend rate.
Dividends declared
Year per share
- ---- ------------------
1990 $.61
1991 $.62
1992 $.63
1993 $.65
1994 $.67
1995 $.69
1996 $.71
1997 $.74
1998 $.78
1999 $.82
In October 1999, the quarterly dividend was increased from
$.20 to $.21 per share.
Cash dividends Payment date Per share
------------ ---------
1999 4th Quarter Jan. 3, 2000 $.21
3rd Quarter Oct. 1, 1999 $.21
2nd Quarter July 1, 1999 $.20
1st Quarter April 1, 1999 $.20
1998 4th Quarter Jan. 2, 1999 $.20
3rd Quarter Oct. 1, 1998 $.20
2nd Quarter July 1, 1998 $.19
1st Quarter April 1, 1998 $.19
Effects of inflation and changing prices and other matters
The company's results of operations and financial condition have not been
significantly affected by inflation and changing prices. In all of its
principal businesses, 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 the
availability of replacement assets with improved technology and efficiency.
The company is exposed to foreign exchange rate risk primarily due to its
acquisition of Newsquest, which uses the British pound as its functional
currency which is then translated into U.S. dollars.
In June 1998, SFAS No. 133, "Accounting for Derivative Instruments and
Hedging Activities" was issued. This standard is effective for fiscal periods
beginning after June 15, 2000. The adoption of this standard is not expected to
have a material effect on the company's results of operations or financial
position.
Year 2000
The company's efforts to address potential Year 2000 problems began in 1995 and
resulted in the development of a plan to ensure all of the company's key
computer and telecommunications systems were Year 2000 compliant. The company's
plan was successful; no significant Year 2000 problems were encountered. Costs
associated with efforts to achieve Year 2000 compliance were not material to
the company's financial position or to operating results for any of the years
involved.
Certain factors affecting forward-looking statements
Certain statements in the company's 1999 Annual Report to Shareholders and its
Annual Report on Form 10-K contain forward-looking information. The words
"expect," "intend," "believe," "anticipate," "likely," "will" and similar
expressions generally identify forward-looking statements. These forward-
looking statements are subject to certain risks and uncertainties which could
cause actual results and events to differ materially from those anticipated in
the forward-looking statements.
Potential risks and uncertainties which could adversely affect the
company's ability to obtain these results include, without limitation, the
following factors: (a) increased consolidation among major retailers or other
events which may adversely affect business operations of major customers and
depress the level of local and national advertising; (b) an economic downturn
in some or all of the company's principal newspaper or television markets
leading to decreased circulation or local, national or classified advertising;
(c) a decline in general newspaper readership patterns as a result of
competitive alternative media or other factors; (d) an increase in newsprint or
syndication programming costs over the levels anticipated; (e) labor disputes
which may cause revenue declines or increased labor costs; (f) acquisitions of
new businesses or dispositions of existing businesses; (g) a decline in
viewership of major networks and local news programming; (h) rapid
technological changes and frequent new product introductions prevalent in
electronic publishing; and (i) a weakening in the British pound to U.S. dollar
exchange rate.
-33-
<PAGE>
<TABLE>
CONSOLIDATED BALANCE SHEETS
In thousands of dollars
<CAPTION>
Dec. 26, 1999 Dec. 27, 1998
------------- -------------
<S> <C> <C>
ASSETS
Current assets
Cash $ 46,148 $ 60,103
Marketable securities, at cost,
which approximates market 12 6,084
Trade receivables (less allowance for
doubtful receivables of $30,694 and
$19,143, respectively) 800,682 664,540
Other receivables 80,753 52,619
Inventories 95,014 87,176
Prepaid expenses 52,613 35,863
------------- -------------
Total current assets 1,075,222 906,385
------------- -------------
Property, plant and equipment
Land 182,138 180,786
Buildings and improvements 886,655 839,210
Cable systems (Note 2) 424,907 413,059
Machinery, equipment and fixtures 2,259,362 2,123,468
Construction in progress 130,850 110,220
------------- -------------
Total 3,883,912 3,666,743
Less accumulated depreciation (1,660,060) (1,602,960)
------------- -------------
Net property, plant and equipment 2,223,852 2,063,783
------------- -------------
Intangible and other assets
Excess of acquisition cost over the
value of assets acquired (less accumulated
amortization of $867,606 and $749,680,
respectively) 5,398,227 3,794,601
Investments and other assets (Note 5) 309,145 214,711
------------- -------------
Total intangible and other assets 5,707,372 4,009,312
------------- -------------
Total assets $ 9,006,446 $ 6,979,480
============= =============
</TABLE>
-34-
<PAGE>
<TABLE>
CONSOLIDATED BALANCE SHEETS
In thousands of dollars
<CAPTION>
Dec. 26, 1999 Dec. 27, 1998
------------- -------------
<S> <C> <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Current maturities of long-term debt (Note 4) $ 7,812
Accounts Payable
Trade $ 312,277 282,798
Other 36,312 29,485
Accrued liabilities
Compensation 120,581 108,301
Interest 5,230 5,213
Other 145,684 114,708
Dividend payable 58,297 55,790
Income taxes (Note 7) 77,553 6,395
Deferred income 127,844 117,465
------------- -------------
Total current liabilities 883,778 727,967
------------- -------------
Deferred income taxes (Note 7) 479,547 442,359
Long-term debt (Note 4) 2,463,250 1,306,859
Postretirement medical and life
insurance liabilities (Note 6) 304,400 308,145
Other long-term liabilities 245,825 214,326
------------- -------------
Total liabilities 4,376,800 2,999,656
------------- -------------
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, 324,420,732
shares, as to both years 324,421 324,421
Additional paid-in capital 153,267 126,045
Retained earnings 5,504,810 4,775,313
Accumulated other comprehensive income 25,377
------------- -------------
6,007,875 5,225,779
Less Treasury stock, 46,494,301 shares and
45,419,437 shares, respectively, at cost (1,359,263) (1,223,077)
Deferred compensation related to ESOP (Note 8) (18,966) (22,878)
------------- -------------
Total shareholders' equity 4,629,646 3,979,824
------------- -------------
Commitments and contingent liabilities
(Note 9)
------------- -------------
Total liabilities and shareholders' equity $ 9,006,446 $ 6,979,480
============= =============
</TABLE>
-35-
<PAGE>
<TABLE>
CONSOLIDATED STATEMENTS OF INCOME
In thousands of dollars
<CAPTION>
Fiscal year ended Dec. 26, 1999 Dec. 27, 1998 Dec. 28, 1997
------------- ------------- -------------
<S> <C> <C> <C>
Net operating revenues
Newspaper advertising $ 3,292,894 $ 2,942,995 $ 2,634,334
Newspaper circulation 1,022,520 1,010,238 948,141
Broadcasting 728,642 721,298 703,558
All other 216,134 206,160 188,195
------------- ------------- -------------
Total 5,260,190 4,880,691 4,474,228
------------- ------------- -------------
Operating expenses
Cost of sales and operating expenses,
exclusive of depreciation 2,608,469 2,498,876 2,272,080
Selling, general and administrative expenses,
exclusive of depreciation 808,529 742,538 706,201
Depreciation 169,460 163,776 152,964
Amortization of intangible assets 110,631 89,687 80,741
------------- ------------- -------------
Total 3,697,089 3,494,877 3,211,986
------------- ------------- -------------
Operating income 1,563,101 1,385,814 1,262,242
------------- ------------- -------------
Non-operating income (expense)
Interest expense (94,619) (79,412) (98,242)
Interest income 5,739 19,318 6,517
Other (Note 2) 52,966 286,005 (15,564)
------------- ------------- -------------
Total (35,914) 225,911 (107,289)
------------- ------------- -------------
Income before income taxes 1,527,187 1,611,725 1,154,953
Provision for income taxes 607,800 645,300 473,600
------------- ------------- -------------
Income from continuing operations 919,387 966,425 681,353
Income from the operation of discontinued operations,
net of income taxes of $27,700, $24,200 and
$22,700 respectively 38,541 33,488 31,326
------------- ------------- -------------
Net income $ 957,928 $ 999,913 $ 712,679
============= ============= =============
Earnings per share - basic
Earnings from continuing operations $3.29 $3.41 $2.41
Earnings from discontinued operations, net of tax .14 .12 .11
------------- ------------- -------------
Net income per share - basic $3.43 $3.53 $2.52
============= ============= =============
Earnings per share - diluted
Earnings from continuing operations $3.26 $3.38 $2.39
Earnings from discontinued operations, net of tax .14 .12 .11
------------- ------------- -------------
Net income per share - diluted $3.40 $3.50 $2.50
============= ============= =============
</TABLE>
-36-
<PAGE>
<TABLE>
CONSOLIDATED STATEMENTS OF CASH FLOWS
In thousands of dollars
<CAPTION>
Fiscal year ended Dec. 26, 1999 Dec. 27, 1998 Dec. 28, 1997
-------------- -------------- --------------
<S> <C> <C> <C>
Cash flows from operating activities
Net income $ 957,928 $ 999,913 $ 712,679
Adjustments to reconcile net income to operating
cash flows
Discontinued operations, net of tax (38,541) (33,488) (31,326)
Depreciation 169,460 163,776 152,964
Amortization of intangibles 110,631 89,687 80,741
Deferred income taxes 21,983 40,105 (14,244)
Other, net, including gains on sales (49,269) (360,944) (20,166)
Increase in receivables (70,014) (29,732) (41,684)
(Increase) decrease in inventories (7,624) 11,054 (6,336)
Decrease (increase) in film broadcast rights 3,359 62 (644)
Decrease in accounts payable (34,805) (14,777) (40,487)
Increase (decrease) in interest and taxes payable 11,555 7,951 (26,336)
Change in other assets and liabilities, net 72,223 96,928 115,896
-------------- -------------- --------------
Net cash flow from operating activities 1,146,886 970,535 881,057
-------------- -------------- --------------
Cash flows from investing activities
Purchase of property, plant and equipment (258,443) (244,425) (221,251)
Payments for acquisitions, net of cash acquired (1,496,649) (369,804) (355,343)
Change in other investments (18,561) (16,244) (8,099)
Proceeds from sale of certain assets 38,450 665,001 40,859
Collection of long-term receivables 8,178 2,409 5,388
-------------- -------------- --------------
Net cash (used for) provided by investing activities (1,727,025) 36,937 (538,446)
-------------- -------------- --------------
Cash flows from financing activities
Proceeds from (payments of) long-term debt 915,865 (470,207) (144,903)
Dividends paid (226,274) (218,853) (206,557)
Cost of common shares repurchased (163,228) (328,956)
Proceeds from issuance of common stock 33,681 23,953 30,425
-------------- -------------- --------------
Net cash provided by (used for) financing activities 560,044 (994,063) (321,035)
-------------- -------------- --------------
Effect of currency exchange rate change 68
(Decrease) increase in cash and cash equivalents (20,027) 13,409 21,576
Balance of cash and cash equivalents at
beginning of year 66,187 52,778 31,202
-------------- -------------- --------------
Balance of cash and cash equivalents at end of year $ 46,160 $ 66,187 $ 52,778
============== ============== ==============
</TABLE>
-37-
<PAGE>
<TABLE>
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
In thousands of dollars
Fiscal years ended
December 28, 1997
December 27, 1998
and December 26, 1999
<CAPTION>
Accumulated Deferred
Common stock Additional other compensation
$1 par paid-in Retained comprehensive Treasury related
value capital earnings income stock to ESOP Total
------------ ------------ ------------- ----------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance: Dec. 29, 1996 $ 162,210 $ 86,126 $ 3,654,681 $ (942,609) $ (29,590) $ 2,930,818
------------ ------------ ------------- ----------- ------------ ------------ ------------
Net income, 1997 712,679 712,679
Dividends declared, 1997:
$0.74 per share (209,867) (209,867)
Stock options exercised 4,152 25,781 29,933
Stock issued under
incentive plan 114 120 234
Tax benefit derived from
stock incentive plans 13,974 13,974
Compensation expense
related to ESOP 1,535 1,535
Tax benefit from ESOP 430 430
Par value of shares issued in
2-for-1 stock split
effective Oct. 6, 1997 162,211 (162,211)
------------ ------------ ------------- ----------- ------------ ------------ ------------
Balance: Dec. 28, 1997 $ 324,421 $ 104,366 $ 3,995,712 $ (916,708) $ (28,055) $ 3,479,736
------------ ------------ ------------- ----------- ------------ ------------ ------------
Net income, 1998 999,913 999,913
Dividends declared, 1998:
$.78 per share (220,718) (220,718)
Treasury stock acquired (328,956) (328,956)
Stock options exercised 4,870 19,285 24,155
Stock issued under
incentive plan (1,255) 3,302 2,047
Tax benefit derived from
stock incentive plans 18,064 18,064
Compensation expense
related to ESOP 5,177 5,177
Tax benefit from ESOP 406 406
------------ ------------ ------------- ----------- ------------ ------------ ------------
Balance: Dec. 27, 1998 $ 324,421 $ 126,045 $ 4,775,313 $(1,223,077) $ (22,878) $ 3,979,824
------------ ------------ ------------- ----------- ------------ ------------ ------------
Net Income, 1999 957,928 957,928
Foreign currency translation
adjustment, net of taxes $ 14,280 14,280
of $9,130
Unrealized gain on securities,
net of taxes of $7,095 11,097 11,097
Total comprehensive income 983,305
Dividends declared,
1999: $.82 per share (228,781) (228,781)
Treasury stock acquired (163,228) (163,228)
Stock options exercised 7,916 23,490 31,406
Stock issued under incentive
plan (2,154) 3,552 1,398
Tax benefit derived from stock
incentive plans 21,460 21,460
Compensation expense related to
ESOP 3,912 3,912
Tax benefit from ESOP 350 350
------------ ------------ ------------- ----------- ------------ ------------ ------------
Balance: Dec. 26, 1999 $ 324,421 $ 153,267 $ 5,504,810 $ 25,377 $(1,359,263) $ (18,966) $ 4,629,646
============ ============ ============= =========== ============ ============ ============
</TABLE>
-38-
<PAGE>
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. The company's 1999 fiscal year ended on Dec. 26, 1999, and encompassed a
52-week period. The company's 1998 and 1997 fiscal years also encompassed 52-
week periods.
Consolidation: The consolidated financial statements include the accounts
of the company and its subsidiaries after elimination of all significant
intercompany transactions and profits. Certain prior-year information has been
reclassified to conform with the current year presentation.
Operating agencies: Four of the company's newspaper subsidiaries were
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, consisting 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
and cable systems, four to 30 years. Major renewals and improvements and
interest incurred during the construction period of major additions are
capitalized. Expenditures for 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 Oct. 31, 1970,
($6.14 billion at Dec. 26, 1999) is being amortized generally over 40 years on
a straight-line basis.
Valuation of Long-Lived Assets: The company evaluates the carrying value
of long-lived assets to be held and used, including the excess of acquisition
cost over fair value of assets acquired, whenever events or changes in
circumstances indicate that the carrying amount may not be recoverable. The
carrying value of a long-lived asset, including the excess of acquisition cost
over fair value of assets acquired, is considered impaired when the projected
undiscounted future cash flows from the related business unit are less than its
carrying value. The company measures impairment based on the amount by which
the carrying value exceeds the fair market value. Fair market value is
determined primarily using the projected future cash flows discounted at a rate
commensurate with the risk involved. Losses on long-lived assets to be disposed
of are determined in a similar manner, except that fair market values are
reduced for the cost to dispose.
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 Sheets, 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. The company's policy is to fund costs accrued under its
qualified pension plans.
Postretirement benefits other than pensions: 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.
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.
Per share amounts: The company reports earnings per share on two bases,
basic and diluted. All basic income per share amounts are based on the weighted
average number of common shares outstanding during the year. The calculation of
diluted earnings per share also considers the assumed dilution from the
exercise of stock options and from stock incentive rights.
Foreign currency translation: The income statement of Newsquest has been
translated to U.S. dollars using the average currency exchange rates in effect
during the relevant period. Newsquest'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 Newsquest's balance
sheet is included in comprehensive income, net of tax, and is classified as
accumulated other comprehensive income in shareholders' equity.
Use of estimates: The preparation of financial statements in conformity
with generally accepted accounting principles requires the use of estimates and
assumptions that affect the reported amount of assets, liabilities, revenues
and expenses. Actual results could differ from these estimates.
Discontinued operations: In connection with the sale of the cable
business, the cable operating results have been reclassified in the statements
of income and related discussions as discontinued operations. The cable
business (along with the alarm security business sold in 1998) was previously
reported as a separate segment by the company. Assets and liabilities from the
cable business have not been separately presented in the balance sheet.
New accounting pronouncements: In June 1998, SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities" was issued. This standard is
effective for fiscal periods beginning after June 15, 2000. The adoption of
this standard is not expected to have a material effect on the company's
results of operations or financial position.
-39-
<PAGE>
Note 2
Acquisitions, exchanges and dispositions
1999: On June 24, 1999, Gannett made a cash offer to acquire the stock of
Newsquest plc ("Newsquest"). Newsquest's principal activities are publishing
and printing regional and local newspapers in England with a portfolio of 180
titles that include paid-for daily and weekly newspapers, and free weekly
newspapers.
The offer was for 460 pence (U.S. $7.26) in cash or loan notes for each of
200.4 million fully diluted shares, for a total price of approximately 922
million pounds sterling (U.S. $1.5 billion). Gannett also financed the
repayment of Newsquest's existing debt. Share purchases commenced in the third
quarter of 1999 and were financed principally by commercial paper borrowings
and operating cash flow. On July 26, 1999, Gannett declared the offer
unconditional in all respects and shortly thereafter, Gannett effectively owned
100% of Newsquest shares. The acquisition was recorded under the purchase
method of accounting and Newsquest's results of operations are included in the
company's financial statements from July 26, 1999 forward.
On June 1, 1999, the company completed a broadcast station transaction
under which it exchanged its ABC affiliate KVUE-TV in Austin, Texas, and
received KXTV-TV, the ABC affiliate in Sacramento, Calif., plus cash
consideration. For financial reporting purposes, the company recorded the
exchange as two simultaneous but separate events; that is, a sale of its Austin
TV station for which a non-operating gain was recognized, and the acquisition
of the Sacramento station accounted for under the purchase method. In its
second quarter, the company reported a net non-operating gain of $55 million
($33 million after tax) principally as a result of this transaction.
In March 1999, the company contributed The San Bernardino County Sun to a
partnership that includes 21 daily California newspapers in exchange for a
partnership interest.
The aggregate purchase price, including liabilities assumed, for
businesses and assets acquired in 1999 including Newsquest, the Sacramento
television station and certain smaller non-daily newspaper publishing
operations, totaled approximately $1.8 billion.
Subsequent event - January 31, 2000: On Jan. 31, 2000, the previously
announced sale of the assets of the company's subsidiary, Multimedia
Cablevision, Inc., to Cox Communications, Inc. of Atlanta, Ga., was completed.
The sale price for the cable business was approximately $2.7 billion in
cash, which resulted in an after-tax gain of approximately $740 million or
$2.64 per diluted share. The gain will be reported in Gannett's first quarter
of 2000. The proceeds from the sale were used to pay down commercial paper
obligations.
Although the cable sale was finalized in the year 2000, for financial
reporting purposes, the cable operating results for 1999 and all prior years
for which it was owned by the company have been reclassified in the statements
of income and related discussions as discontinued operations. Likewise for the
year 2000, cable operating results for the period up to the sale date, along
with the gain on the sale, will be reported as discontinued operations. The
cable business (along with the alarm security business sold in 1998) was
previously reported as a separate segment by the company (refer to page 31 for
additional information).
1998: In the first quarter of 1998, the company sold its five remaining
radio stations, its alarm security business and its newspaper in St. Thomas,
Virgin Islands. It also contributed its newspaper in Saratoga Springs, N.Y.,
to the Gannett Foundation. The company recorded a net non-operating gain of
$307 million ($184 million after tax), principally as a result of these
transactions.
The company purchased television stations WCSH-TV (NBC) in Portland,
Maine, and WLBZ-TV (NBC) in Bangor, Maine, early in the first quarter and
WLTX-TV (CBS) in Columbia, S.C., in April 1998.
In the third quarter of 1998, the company sold five small-market daily
newspapers in Ohio, Illinois and West Virginia and completed the acquisition of
several newspapers in New Jersey, including The Daily Record in Morristown and
the Ocean County Observer in Toms River. Also in the third quarter of 1998, the
company completed a transaction with TCI Communications, Inc., under which it
exchanged its subscribers and certain cable system assets in the suburban
Chicago area (93,000 subscribers) for subscribers and certain cable system
assets of TCI in Kansas (128,000 subscribers).
The aggregate purchase price for businesses and assets acquired in 1998
was approximately $370 million in cash. The acquisitions, which were accounted
for under the purchase method of accounting, did not materially affect reported
results of operations for the year.
1997: In January 1997, the company exchanged WLWT-TV (NBC) in Cincinnati
and KOCO-TV (ABC) in Oklahoma City for WZZM-TV (ABC) in Grand Rapids and
WGRZ-TV (NBC) in Buffalo. This exchange was necessary to comply with FCC
cross-ownership rules and did not materially affect broadcast operating
results.
In May 1997, the company acquired KNAZ-TV (NBC) in Flagstaff, Ariz., and
KMOH-TV (WB, now NBC) in Kingman, Ariz. Also in May 1997, the company acquired
Printed Media Companies. In July 1997, Mary Morgan, Inc., was purchased, and in
August 1997, the company acquired Army Times Publishing Company.
In October 1997, the company acquired New Jersey Press, Inc., which
publishes two dailies, the Asbury Park Press and the Home News Tribune of East
Brunswick.
-40-
<PAGE>
The aggregate purchase price for businesses acquired in 1997 was
approximately $445 million in cash and liabilities assumed. The acquisitions
were accounted for under the purchase method of accounting, and they did not
materially affect reported results of operations for the year.
In January 1997, the company contributed the Niagara Gazette newspaper to
the Gannett Foundation. In April 1997, the company sold its newspaper in
Moultrie, Ga., and in November 1997, the company sold its newspapers in
Tarentum and North Hills, Pa. These dispositions did not materially affect
results of operations.
An unaudited earnings summary of the company's income from
continuing operations, excluding the net non-operating gains in 1999
and 1998 discussed above, is as follows:
In millions of dollars, except per share amounts (unaudited)
1999 Change 1998 Change 1997 Change
------ -------- ----- ------- ----- -------
Income from
continuing
operations $ 886 13% $ 782 15% $ 681 35%
Earnings per
share from
continuing
operations
-Basic $ 3.18 15% $ 2.76 15% $ 2.41 35%
-Diluted $ 3.15 15% $ 2.74 15% $ 2.39 34%
The following table summarizes, on an unaudited, pro forma basis, the
estimated combined results of operations of the company and its subsidiaries as
though the acquisitions, exchanges and dispositions noted above (including the
pro forma effects of the cable division sale completed January 2000) were made
at the beginning of 1998. On this basis, these transactions would have
resulted in a pro forma increase in income per share (diluted) from continuing
operations (excluding the 1999 and the 1998 net non-operating gains previously
discussed) of $.21. However, this pro forma combined statement does not
necessarily reflect the results of operations as they would have been if the
combined companies had constituted a single entity during those years.
In millions, except per share amounts (pro forma and unaudited)
Fiscal Year 1999 1998
------ ------
Operating Revenues* $5,544 $5,358
Income before taxes* $1,571 $1,393
Income* $ 946 $ 836
Income per share* - Basic $ 3.39 $ 2.95
Income per share* - Diluted $ 3.36 $ 2.93
* from continuing 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 1999, 1998 and 1997 for income taxes and for
interest (net of amounts capitalized) was as follows:
In thousands of dollars
1999 1998 1997
-------- -------- --------
Income taxes $596,873 $626,409 $506,209
Interest $100,547 $ 84,808 $102,228
Liabilities assumed in connection with 1999 acquisitions totaled
approximately $365 million, with $181 million related to Newsquest's
outstanding debt obligations.
Liabilities assumed in connection with 1998 and 1997 acquisitions totaled
approximately $17 million and $56 million, respectively.
In each January following the years ended 1999, 1998 and 1997, the company
issued 137,168, 161,646 and 149,148 shares of common stock, respectively, in
settlement of stock incentive rights whose four-year grant periods ended in
December of those years. As a result of issuing those shares, the compensation
liabilities for those rights, which equaled $6.3 million, $5.5 million and
$6.0 million, respectively, were transferred to shareholders' equity.
-41-
<PAGE>
Note 4
Long-term debt
The long-term debt of the company is summarized below.
In thousands of dollars
Dec. 26, 1999 Dec. 27, 1998
------------- -------------
Unsecured promissory notes $ 2,113,763 $ 1,003,328
Notes due 5/1/00, interest at 5.85% 249,982 249,884
Other indebtedness 99,505 61,459
------------- -------------
2,463,250 1,314,671
Less amount included in
current liabilities 0 (7,812)
------------- -------------
Total long-term debt $ 2,463,250 $ 1,306,859
============= =============
The unsecured promissory notes at Dec. 26, 1999 were due
from Dec. 27, 1999 to Jan. 31, 2000 with rates varying from 5.50% to
6.03%.
The unsecured promissory notes at Dec. 27, 1998, were due from Dec. 28,
1998, to Jan. 19, 1999, with rates varying from 4.82% to 5.21%.
The maximum amount of such promissory notes outstanding at the end of any
period during 1999 and 1998 was $2.2 billion and $1.2 billion, respectively.
The daily average outstanding balance was $1.3 billion during 1999 and
$1 billion during 1998. The weighted average interest rate was 5.2% for 1999
and 5.5% for 1998.
Other indebtedness includes the loan notes issued by the company to the
former shareholders of Newsquest plc in connection with its acquisition as more
fully discussed in Note 2. The notes bear interest at .5% below the London
Interbank Offered Rate subject to a cap of 6.5%. Interest is payable
semiannually. The notes are due on Dec. 31, 2006, but may be redeemed by the
company on June 30, 2000, and on each interest payment date thereafter. The
remaining other indebtedness at Dec. 26, 1999, has maturities ranging from 2000
to 2013 at interest rates ranging from 3.7% to 10%.
At Dec. 26, 1999, the company had $3.0 billion of credit available under a
revolving credit agreement. The agreement provides for a revolving credit
period which permits borrowing from time to time up to the maximum commitment.
The revolving credit period extends to July 1, 2003.
The commitment fee rate may range from .07% to .175%, depending on
Standard & Poor's or Moody's credit rating of the company's senior unsecured
long-term debt. The rate in effect at Dec. 26, 1999, was .07%. At the option of
the company, the interest rate on borrowings under the agreement may be at the
prime rate, at rates ranging from .13% to .35% above the London Interbank
Offered Rate or at rates ranging from .255% to .50% above a certificate of
deposit-based rate. The prime rate was 8.5% at the end of 1999 and 7.75% at the
end of 1998. The percentages that will apply will be dependent on Standard &
Poor's or Moody's credit rating of the company's senior unsecured long-term
debt.
The revolving credit agreement contains restrictive provisions that
require the maintenance of net worth of $2.0 billion. At Dec. 26, 1999, and
Dec. 27, 1998, net worth was $4.6 billion and $4.0 billion, respectively.
At Dec. 26, 1999, the unsecured promissory notes and the notes due May 1,
2000, were supported by the $3.0 billion revolving credit agreement and,
therefore, are classified as long-term debt.
As discussed in Note 2, the company sold its cable business on Jan. 31,
2000. The proceeds from the sale were used to pay down commercial paper
obligations.
Approximate annual maturities of long-term debt, assuming that
the company had used the $3.0 billion revolving credit agreement as of
the balance sheet date to refinance existing unsecured promissory notes
and the notes due May 1, 2000, on a long-term basis, are as follows:
In thousands of dollars
2000 0
2001 0
2002 0
2003 $2,379,495
2004 0
Later years 83,755
-----------
Total $ 2,463,250
===========
At Dec. 26, 1999, and Dec. 27, 1998, the company estimates that the amount
reported on the balance sheet for financial instruments, including long-term
debt, cash and cash equivalents, trade and other receivables, current
maturities of long-term debt and other long-term liabilities, approximate
fair value.
-42-
<PAGE>
Note 5
Retirement plans
The company and its subsidiaries have various retirement 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 U.S. 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 marketable securities such
as common stocks, bonds and U.S. government obligations and
interest-bearing deposits.
The company's pension costs for 1999, 1998 and 1997 are
presented in the following table:
In thousands of dollars
1999 1998 1997
-------- --------- ---------
Service cost - benefits earned
during the period $ 60,834 $ 51,249 $ 47,105
Interest cost on
benefit obligation 103,412 94,171 85,033
Expected return on plan assets (146,168) (135,484) (112,040)
Amortization of transition
asset (984) (4,226) (11,008)
Amortization of prior
service (credit) cost (3,754) (3,773) 1,790
Amortization of actuarial loss 1,407 443
--------- --------- ---------
Pension expense for company-
sponsored retirement plans 14,747 2,380 10,880
Union and other pension cost 5,071 5,357 4,135
--------- --------- ---------
Pension cost $ 19,818 $ 7,737 $ 15,015
========= ========= =========
The following table provides a reconciliation of benefit
obligations, plan assets and funded status of the company's pension
plans. The related amounts that are recognized in the Consolidated
Balance Sheets for the company's retirement plans also are provided.
In thousands of dollars
Dec. 26, 1999 Dec. 27, 1998
-------------- --------------
Change in benefit obligation
Net benefit obligation at
beginning of year $ 1,474,411 $ 1,243,188
Service cost 60,834 51,249
Interest cost 103,412 94,171
Plan participants' contributions 1,947 0
Plan amendments 253 (3,791)
Actuarial (gain) loss (185,452) 57,550
Acquisitions/plan mergers 106,090 102,927
Gross benefits paid (91,092) (70,883)
-------------- --------------
Net benefit obligation at
end of year $ 1,470,403 $ 1,474,411
-------------- --------------
Change in plan assets
Fair value of plan assets
at beginning of year $ 1,470,826 $ 1,269,090
Actual return on plan assets 264,905 151,892
Plan participants' contributions 1,947 0
Employer contributions 5,354 3,813
Acquisitions/plan mergers 111,201 116,914
Gross benefits paid (91,092) (70,883)
-------------- --------------
Fair value of plan assets
at end of year $ 1,763,141 $ 1,470,826
-------------- --------------
Funded status at end of year $ 292,738 $ (3,585)
Unrecognized net actuarial (gain) loss (218,942) 92,081
Unrecognized prior service credit (35,783) (39,790)
Unrecognized net transition asset (232) (1,214)
-------------- --------------
Net amount recognized at
end of year $ 37,781 $ 47,492
-------------- --------------
Amounts recognized in
Consolidated Balance Sheet
Prepaid benefit cost $ 111,232 $ 110,531
Accrued benefit cost $ 73,451 $ 63,039
============== ==============
The net benefit obligation was determined using an assumed
discount rate of 8.0% and 6.75% at the end of 1999 and 1998,
respectively. The assumed rate of compensation increase was 5% at the
end of each of 1999 and 1998. The assumed long-term rate of return on
plan assets used in determining pension cost was 10%. Pension plan assets
include 1,242,300 shares of the company's common stock valued at $101 million
at the end of 1999 and 1,239,800 shares valued at $80 million at the end
of 1998.
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<PAGE>
Note 6
Postretirement benefits other than pensions
The company provides health care and life insurance benefits to certain
retired employees who meet certain age and service requirements. 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.
Postretirement benefit cost for health care and life insurance for
1999, 1998 and 1997 included the following components:
In thousands of dollars
1999 1998 1997
-------- -------- --------
Service cost - benefits earned
during the period $ 3,796 $ 3,118 $ 3,416
Interest cost on net
benefit obligation 14,901 14,378 15,342
Amortization of prior
service credit (8,478) (5,578) (5,303)
Amortization of actuarial
loss (gain) 20 235 (171)
-------- -------- --------
Net periodic postretirement
benefit cost $10,239 $12,153 $13,284
======== ======== ========
The table below provides a reconciliation of benefit obligations
and funded status of the company's postretirement benefit plans:
In thousands of dollars
Dec. 26, 1999 Dec. 27, 1998
------------- -------------
Change in benefit obligation
Net benefit obligation at
beginning of year $ 238,346 $ 231,565
Service cost 3,796 3,118
Interest cost 14,901 14,378
Plan participants' contributions 4,656 4,402
Plan amendments (8,341)
Actuarial (gain) loss (28,142) 13,798
Acquisitions/plan mergers 3,392
Gross benefits paid (21,356) (20,574)
------------- -------------
Net benefit obligation at
end of year $ 215,593 $ 238,346
------------- -------------
Change in plan assets
Fair value of plan assets
at beginning of year 0 0
Employer contributions 16,700 16,172
Plan participants' contributions 4,656 4,402
Gross benefits paid (21,356) (20,574)
------------- -------------
Fair value of plan assets
at end of year 0 0
------------- -------------
Funded status at end of year $ 215,593 $ 238,346
Unrecognized net actuarial
gain (loss) 21,519 (6,154)
Unrecognized prior service credit 67,288 75,953
------------- -------------
Accrued postretirement benefit cost $ 304,400 $ 308,145
============= =============
At Dec. 26, 1999, the accumulated postretirement benefit obligation was
determined using a discount rate of 8.0% and a health care cost trend rate of
7.5% for pre-age 65 benefits, decreasing to 5% in the year 2005 and thereafter.
For post-age 65 benefits, the health care cost trend rate used was 5.5%,
declining to 5% in the year 2001 and thereafter.
At Dec. 27, 1998, the accumulated postretirement benefit obligation was
determined using a discount rate of 6.75% and a health care cost trend rate of
8% for pre-age 65 benefits, decreasing to 5% in the year 2005 and thereafter.
For post-age 65 benefits, the health care cost trend rate used was 6%,
declining to 5% in the year 2001 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 $13 million in the 1999 postretirement
benefit obligation and $1 million in the aggregate service and interest
components of the 1999 expense. The effect of a 1% decrease in the health care
cost trend rate used would result in decreases of approximately $11 million in
the 1999 postretirement benefit obligation and $1 million in the aggregate
service and interest components of the 1999 expense.
The company's U.S. retiree medical insurance plan limits the
company's share of the cost of such benefits it will pay to future retirees.
The company's share of these benefit costs also depends on employee retirement
age and length of service.
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<PAGE>
Note 7
Income taxes
The provision for income taxes on income from continuing
operations consists of the following:
In thousands of dollars
1999 Current Deferred Total
-------- -------- --------
Federal $505,902 $ 14,791 $520,693
State and other 72,927 2,132 75,059
Foreign 10,863 1,185 12,048
-------- -------- --------
Total $589,692 $ 18,108 $607,800
======== ======== ========
In thousands of dollars
1998 Current Deferred Total
-------- -------- --------
Federal $528,800 $ 31,144 $559,944
State and other 80,609 4,747 85,356
-------- -------- --------
Total $609,409 $ 35,891 $645,300
======== ======== ========
In thousands of dollars
1997 Current Deferred Total
-------- -------- --------
Federal $428,928 $(17,490) $411,438
State and other 64,805 (2,643) 62,162
-------- -------- --------
Total $493,733 $(20,133) $473,600
======== ======== ========
In addition to the income tax provision presented above for continuing
operations, the company also recorded federal and state income taxes payable on
discontinued operations of $28 million in 1999, $24 million in 1998 and $23
million in 1997.
The provision for income taxes on continuing operations
exceeds the U.S. federal statutory tax rate as a result of the following
differences:
Fiscal year 1999 1998 1997
------ ------ ------
U.S. statutory tax rate 35.0% 35.0% 35.0%
Increase in
taxes resulting from:
State/other income taxes net
of federal income tax benefit 3.2 3.5 3.5
Goodwill amortization not
deductible for tax purposes 1.7 1.9 2.1
Other, net (0.1) (0.4) 0.4
------ ------ ------
Effective tax rate 39.8% 40.0% 41.0%
====== ====== ======
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 1999 and 1998:
In thousands of dollars
Dec. 26, 1999 Dec. 27, 1998
------------- -------------
Liabilities
Accelerated depreciation $ 403,846 $ 392,374
Accelerated amortization of
deductible intangibles 114,547 109,807
Pension 15,085 16,211
Other 148,258 120,475
------------- -------------
Total deferred tax liabilities 681,736 638,867
------------- -------------
Assets
Accrued compensation costs (63,095) (55,718)
Postretirement medical and life (118,310) (120,177)
Other (20,784) (20,613)
------------- -------------
Total deferred tax assets (202,189) (196,508)
------------- -------------
Net deferred tax liabilities $ 479,547 $ 442,359
============= =============
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<PAGE>
Note 8
Capital stock, stock options, incentive plans
On Aug. 19, 1997, the company's Board of Directors approved a two-for-one stock
split effective on Oct. 6, 1997, for shareholders of record on Sept. 12, 1997.
In this report, all share and per-common-share amounts have been adjusted to
reflect the stock split.
The company's earnings per share from continuing operations
(basic and diluted) for 1999, 1998 and 1997 are presented below:
In thousands, except per share amounts
1999 1998 1997
---- ---- ----
Income from continuing operations $919,387 $966,425 $681,353
Weighted average number of common
shares outstanding (basic) 279,048 283,097 283,360
Effect of dilutive securities
Stock options 2,217 2,197 1,768
Stock incentive rights 343 417 482
Weighted average number of common
shares outstanding (diluted) 281,608 285,711 285,610
Earnings per share from
continuing operations (basic) $3.29 $3.41 $2.41
Earnings per share from
continuing operations (diluted) $3.26 $3.38 $2.39
The 1999, 1998 and 1997 diluted earnings per share amounts exclude the
effects of 3,150,090, 2,500,210 and 1,750,100 stock options outstanding,
respectively, as their inclusion would be antidilutive.
In the third quarter of 1998, the company announced an authorization to
repurchase up to $250 million of company stock. That authorization was
substantially used by the end of the third quarter, and the Board approved an
additional $500 million authorization on Sept. 30. Under these authorizations,
the company purchased approximately 6 million shares of common stock in 1998
for $329 million and approximately 2.4 million shares in 1999 for $163 million.
In early 2000, the Board approved an authorization for the company to
repurchase up to $500 million in additional common stock.
The company's 1978 Executive Long-term Incentive Plan (the Plan) provides
for the granting of stock options, stock incentive rights and option surrender
rights to executive officers and other key employees. The Plan may issue up to
24,000,000 shares of Gannett common stock through the end of 1997. The Plan
restricts the granting of options to any participant in any fiscal year to no
more than 350,000 shares of common stock and the exercise period for any stock
options issued under the Plan is 10 years after the date of the grant thereof.
The Plan provides that shares of common stock subject to a stock option or
other award that is canceled or forfeited again be available for issuance under
the Plan.
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 for options granted prior to Dec. 10, 1996, and
10 years for options granted on that date and subsequent. The options become
exercisable at 25% per year after a one-year waiting period.
Stock incentive rights entitle the employee to receive 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 equal to the cash dividend the company would have paid had the
employee owned the shares of common stock issuable under the incentive rights.
Under the Plan, all outstanding awards will be vested if there is a change
in control of the company. Stock options become 100% exercisable immediately
upon a change in control. Option surrender rights have been awarded, which
relate one-for-one to all outstanding stock options. These rights are effective
only upon 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
Plan also provides for the payment in cash of the value of stock incentive
rights based on the change-in-control price.
-46-
<PAGE>
A summary of the status of the company's stock option and stock incentive
rights plans as of Dec. 26, 1999, Dec. 27, 1998, and Dec. 28, 1997, and changes
during the years then ended is presented below:
Weighted average
1999 Stock Option Activity Shares exercise price
---------- ----------------
Outstanding at beginning of year 10,572,736 $43.59
Granted 3,180,365 74.21
Exercised (1,158,304) 30.04
Canceled (187,956) 52.47
Outstanding at end of year 12,406,841 52.57
Options exercisable at year end 6,236,725 38.43
Weighted average fair value of
options granted during the year $25.04
Weighted average
1998 Stock Option Activity Shares exercise price
---------- ----------------
Outstanding at beginning of year 9,234,421 $36.00
Granted 2,514,210 65.00
Exercised (931,604) 26.91
Canceled (244,291) 40.49
Outstanding at end of year 10,572,736 43.59
Options exercisable at year end 5,365,913 31.93
Weighted average fair value of
options granted during the year $17.32
Weighted average
1997 Stock Option Activity Shares exercise price
---------- ----------------
Outstanding at beginning of year 8,866,658 $29.64
Granted 1,789,460 59.20
Exercised (1,237,089) 24.68
Canceled (184,608) 31.28
Outstanding at end of year 9,234,421 36.00
Options exercisable at year end 4,557,488 27.90
Weighted average fair value of
options granted during the year $14.71
Further information about stock options outstanding at Dec. 26, 1999,
follows:
Weighted
average Weighted Weighted
Range of Number remaining average Number average
exercise outstanding contractual exercise exercisable exercise
prices at 12/26/99 life (yrs) price at 12/26/99 price
- -------- ----------- ----------- -------- ----------- --------
$23-28 2,004,883 2.2 $25.61 2,004,883 $25.61
32-38 3,188,248 5.7 $35.14 2,725,441 $34.76
41-49 33,060 7.0 $45.98 24,795 $45.98
50-60 1,565,950 8.0 $59.50 782,975 $59.50
61-68 2,464,185 9.0 $65.02 628,296 $65.02
70-75 3,150,515 9.9 $74.26 70,335 $71.82
----------- ----------- -------- ----------- --------
12,406,841 7.2 $52.57 6,236,725 $38.43
=========== =========== ======== =========== ========
Stock Incentive Rights
Awards made under the Plan for stock incentive rights were as follows:
1999 1998 1997
-------- -------- --------
Awards granted 169,290 168,785 173,325
Awards for 1997 are for the four-year period 1998-2001. Awards for 1998
are for the four-year period 1999-2002. Awards for 1999 are for the four-year
period 2000-2003.
In January 2000, 137,168 shares of common stock were issued in settlement
of previously granted stock incentive rights for the incentive period ended
December 1999.
Shares available: Shares available for future grants under the 1978 Plan
totaled 16,872,659 at Dec. 26, 1999.
Pro forma results: SFAS No. 123, "Accounting for Stock-Based
Compensation," establishes a fair value-based method of accounting for employee
stock-based compensation plans and encourages companies to adopt that method.
However, it also allows companies to continue to apply the intrinsic value-
based method currently prescribed under Accounting Principles Board Opinion
No. 25, "Accounting for Stock Issued to Employees" (APB 25). The company has
chosen to continue to report stock-based compensation in accordance with
APB 25, and provides the following pro forma disclosure of the effects of
applying the fair value method to all applicable awards granted. Under APB
Opinion 25 and related Interpretations, no compensation cost has been
recognized for its stock options. The compensation cost that has been charged
against income for its stock incentive rights was $8 million for 1999,
$7 million for 1998 and $8 million for 1997. Those charges were based on the
grant price of the stock incentive rights recognized over the four-year
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<PAGE>
earnout periods. Had compensation cost for the company's stock options been
determined based on the fair value at the grant date for those awards as
permitted (but not required) under the alternative method of SFAS No. 123,
the company's results of operations and related per share amounts would have
been reduced to the pro forma amounts indicated below:
In thousands, except per share amounts
1999 1998 1997
---------- ----------- ----------
Net income
As reported $957,928 $999,913 $712,679
Pro forma $942,733 $991,385 $707,717
Income from continuing operations
As reported $919,387 $966,425 $681,353
Pro forma $904,192 $957,897 $676,391
Net Income per share - basic
As reported $3.43 $3.53 $2.52
Pro forma $3.38 $3.50 $2.50
Net income per share - diluted
As reported $3.40 $3.50 $2.50
Pro forma $3.35 $3.47 $2.48
Income from continuing operations
per share - basic
As reported $3.29 $3.41 $2.41
Pro forma $3.24 $3.38 $2.39
Income from continuing operations
per share - diluted
As reported $3.26 $3.38 $2.39
Pro forma $3.21 $3.35 $2.37
The fair value of each option is estimated on the date of grant using the
Black-Scholes option-pricing model with the following weighted-average
assumptions used for grants in 1999, 1998 and 1997, respectively: dividend
yield of 1.38%, 1.69% and 2.15%; expected volatility of 22.31%, 20.62% and
16.28%; risk-free interest rates of 6.34%, 4.66% and 5.87%; and expected lives
of seven years each.
SFAS No. 123 applies to stock compensation awards granted in fiscal years
that began after Dec. 15, 1994. Options are granted by the company primarily in
December and begin vesting over a four-year period. Options granted in December
1995 and thereafter are subject to the pronouncement. To calculate the pro
forma amounts shown above, compensation cost was recognized over the four-year
period of service during which the options will be earned. As a result, options
granted in December of each year (beginning with December 1995) impact pro
forma amounts for following years but not the year in which they were granted.
401(k) Savings Plan
On July 1, 1990, the company established a 401(k) Savings Plan. Most domestic
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 15% of compensation on a pre-tax basis subject to certain limits.
Through 1997, the company matched, with company common stock, 25% of the first
4% of employee contributions. Beginning Jan. 1, 1998, the company match
increased to 50% of the first 6% of employee contributions. To fund the
company's matching contribution, an Employee Stock Ownership Plan (ESOP) was
formed in 1990 which acquired 2,500,000 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, at its option, may
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
$8.9 million in 1999, $7.3 million in 1998 and $2.4 million in 1997. The ESOP
shares as of the end of 1999 and 1998 were as follows:
1999 1998
--------- ---------
Allocated shares 1,559,218 1,335,933
Shares released for allocation 44,812 40,950
Unreleased shares 895,970 1,103,117
Shares distributed to
terminated participants (53,563) (40,454)
--------- ---------
ESOP shares 2,446,437 2,439,546
========= =========
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<PAGE>
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.
In November 1999, the Board authorized 2,000,000 shares of common stock to
be registered in connection with a savings related share option plan, available
to eligible employees of Newsquest.
Note 9
Commitments and contingent liabilities
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
2000 $44,154
2001 40,780
2002 26,079
2003 22,187
2004 19,136
Later years 86,935
--------
Total $239,271
========
Total minimum annual rentals have not been reduced for future minimum
sublease rentals aggregating approximately $9 million. Total rental costs
reflected in continuing operations were $50 million for 1999, $44 million for
1998 and $42 million for 1997.
Program broadcast contracts: The company has commitments under program
broadcast contracts totaling $109.5 million for programs to be available for
telecasting in the future.
The company presently owns a 58% interest in WKYC-TV and National
Broadcasting Company (NBC) owns a 42% interest. In December 1998, the company
entered into a Put-Call agreement with NBC. Terms of the agreement permit (but
don't require) either party to initiate a purchase/sale of some or all of NBC's
shares in WKYC-TV over a four-year period. A put was made by NBC in April 1999
whereby Gannett acquired an additional 7% of WKYC shares. The company's maximum
aggregate remaining potential commitment under the agreement is approximately
$174 million.
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.
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<PAGE>
Note 10
Business operations and segment information
The company has determined that its reportable segments based on its management
and internal reporting structure are newspaper publishing, which is the largest
segment of its operations; and secondly, broadcasting (television). As
discussed in Note 2, the cable division's operating results, identifiable
assets and capital expenditures have been retroactively excluded from the
segment data presented herein as the division has been reclassified in the
statements of income and related discussions as discontinued operations.
The newspaper segment at the end of 1999 consisted of 74 U.S. daily
newspapers in 38 states and one U.S. territory, including USA TODAY, a
national, general-interest daily newspaper; and USA WEEKEND, a magazine
supplement for newspapers. The newspaper segment also includes Newsquest
(acquired in 1999) which is a regional newspaper publisher in England with a
portfolio of 180 titles that include paid-for daily and weekly newspapers, and
free weekly newspapers. The newspaper segment in the U.S. also includes
non-daily publications, a nationwide network of offset presses for commercial
printing and several smaller businesses. Newsprint, which is the principal
product used in newspaper publishing, has been and may continue to be subject
to significant price changes from time to time.
The broadcasting segment's activities for 1999 include the operation of 21
U.S. television stations.
The company's foreign revenues in 1999 totaled approximately $239 million,
principally from publications distributed in England. The company's long-lived
assets in foreign countries totaled approximately $1.8 billion at
Dec. 26, 1999, principally in England.
Separate financial data for each of the company's business segments is
presented in the table which follows. The accounting policies of the segments
are those described in Note 1. The company evaluates the performance of its
segments based on operating income and operating cash flow. 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, interest income, and other income and
expense items of a non-operating nature are not considered, as such items are
not allocated to the company's segments. Operating cash flow represents
operating income plus depreciation and amortization of intangible assets.
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.
In thousands of dollars
Business segment financial information
1999 1998 1997
---------- ---------- ----------
Operating revenues
Newspaper publishing $4,531,548 $4,159,393 $3,770,670
Broadcasting 728,642 721,298 703,558
---------- ---------- ----------
$5,260,190 $4,880,691 $4,474,228
---------- ---------- ----------
Operating income
Newspaper publishing $1,291,665 $1,109,221 $1,001,965
Broadcasting 337,537 343,512 328,311
Corporate (3) (66,101) (66,919) (68,034)
---------- ---------- ----------
$1,563,101 $1,385,814 $1,262,242
---------- ---------- ----------
Depreciation and amortization
Newspaper publishing $ 207,720 $ 184,718 $ 168,526
Broadcasting 62,861 60,023 56,459
Corporate (3) 9,510 8,722 8,720
---------- ---------- ----------
$ 280,091 $ 253,463 $ 233,705
---------- ---------- ----------
Operating cash flow (4)
Newspaper publishing $1,499,385 $1,293,939 $1,170,491
Broadcasting 400,398 403,535 384,770
Corporate (3) (56,591) (58,197) (59,314)
---------- ---------- ----------
$1,843,192 $1,639,277 $1,495,947
---------- ---------- ----------
Identifiable assets (1)
Newspaper publishing $5,548,738 $3,682,839 $3,593,932
Broadcasting 1,931,034 1,872,351 1,725,019
Corporate (3) 427,429 355,236 348,343
---------- ---------- ----------
$7,907,201 $5,910,426 $5,667,294
---------- ---------- ----------
Capital expenditures (2)
Newspaper publishing $ 169,259 $ 164,479 $ 123,343
Broadcasting 24,831 25,548 13,157
Corporate (3) 51,055 32,032 3,495
---------- ---------- ----------
$ 245,145 $ 222,059 $ 139,995
---------- ---------- ----------
(1) Excludes assets related to discontinued operations totaling $1,112,527 in
1999, $1,069,054 in 1998, and $1,223,057 in 1997.
(2) Excludes capital expenditures made for discontinued operations totaling
$13,298 for 1999, $22,366 for 1998, and $81,256 for 1997.
(3) Corporate amounts represent those not directly related to the company's two
business segments.
(4) Operating cash flow amounts represent operating income plus depreciation
and amortization of intangible assets. Such cash flow amounts in total vary
from net cash flow from operating activities presented in the Consolidated
Statements of Cash Flows.
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<PAGE>
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 Dec. 26, 1999 and
Dec. 27, 1998, and the results of their operations and their cash flows for
each of the three years in the period ended Dec. 26, 1999 in conformity with
accounting principles generally accepted in the United States. 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
auditing standards generally accepted in the United States, 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.
/s/PricewaterhouseCoopers LLP
- -----------------------------
PricewaterhouseCoopers LLP
Washington, D.C.
January 31, 2000
-51-
<PAGE>
<TABLE>
11-Year Summary
In thousands of dollars,
except per share amounts
<CAPTION>
1999 1998 1997 1996 1995 1994
---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Net operating revenues
Newspaper advertising $3,292,894 $2,942,995 $2,634,334 $2,417,550 $2,219,250 $2,152,671
Newspaper circulation 1,022,520 1,010,238 948,141 917,677 869,173 849,461
Broadcasting 728,642 721,298 703,558 686,936 466,187 406,608
All other 216,134 206,160 188,195 166,444 171,426 174,655
---------- ---------- ---------- ---------- ---------- ----------
Total (Notes a and b, see page 54) 5,260,190 4,880,691 4,474,228 4,188,607 3,726,036 3,583,395
---------- ---------- ---------- ---------- ---------- ----------
Operating expenses
Costs and expenses 3,416,998 3,241,414 2,978,281 2,946,565 2,720,245 2,597,556
Depreciation 169,460 163,776 152,964 147,721 141,151 146,054
Amortization of intangible assets 110,631 89,687 80,741 75,043 47,509 44,110
---------- ---------- ---------- ---------- ---------- ----------
Total 3,697,089 3,494,877 3,211,986 3,169,329 2,908,905 2,787,720
---------- ---------- ---------- ---------- ---------- ----------
Operating income 1,563,101 1,385,814 1,262,242 1,019,278 817,131 795,675
Non-operating income (expense)
Interest expense (94,619) (79,412) (98,242) (135,563) (52,175) (45,624)
Other 58,705 (11) 305,323 (9) (9,047) 155,825 (7) 3,754 14,945
---------- ---------- ---------- ---------- ---------- ----------
Income before income taxes 1,527,187 1,611,725 1,154,953 1,039,540 768,710 764,996
Provision for income taxes 607,800 645,300 473,600 442,900 312,084 309,600
---------- ---------- ---------- ---------- ---------- ----------
Income from continuing operations 919,387 (11) 966,425 (9) 681,353 596,640 (7) 456,626 455,396
---------- ---------- ---------- ---------- ---------- ----------
Discontinued operations:
Income from the operation of
discontinued businesses (net of
income taxes)(12) 38,541 33,488 31,326 51,867 20,636 10,003
Gain on disposal of Outdoor business
(net of income taxes) 0 0 0 294,580 0 0
---------- ---------- ---------- ---------- ---------- ----------
Total 38,541 33,488 31,326 346,447 20,636 10,003
---------- ---------- ---------- ---------- ---------- ----------
Income before cumulative effect of
accounting principle changes 957,928 999,913 712,679 943,087 477,262 465,399
Cumulative effect on prior years of
accounting principle changes for:
Income taxes 0 0 0 0 0 0
Retiree health and life insurance
benefits 0 0 0 0 0 0
---------- ---------- ---------- ---------- ---------- ----------
Net income $ 957,928 $ 999,913 $712,679 $943,087 $477,262 $465,399
========== ========== ========== ========== ========== ==========
Operating cash flow (5) $1,843,192 $1,639,277 $1,495,947 $1,242,042 $1,005,791 $985,839
---------- ---------- ---------- ---------- ---------- ----------
<PAGE>
Per share amounts (1)
Income from continuing operations
before cumulative effect of accounting
principle changes: basic/diluted $3.29/3.26(11) $3.41/3.38(9) $2.41/2.39 $2.12/2.11(7) $1.63/1.62 $1.58/1.57
Net income: basic/diluted $3.43/3.40 $3.53/3.50 $2.52/2.50 $3.35/3.33 $1.70/1.69 $1.61/1.60
Dividends declared (2) .82 .78 .74 .71 .69 .67
Weighted average number of common
shares outstanding in thousands (2):
Basic 279,048 283,097 283,360 281,782 280,312 288,552
Diluted 281,608 285,711 285,610 283,426 282,323 290,148
Financial position
Working capital $ 191,444 $ 178,418 $ 146,057 $ 47,609 $ 41,312 $ 123,783
Long-term debt excluding current
maturities 2,463,250 1,306,859 1,740,534 1,880,293 2,767,880 767,270
Shareholders' equity 4,629,646 3,979,824 3,479,736 2,930,818 2,145,648 1,822,238
Total assets 9,006,446 6,979,480 6,890,351 6,349,597 6,503,800 3,707,052
Selected financial percentages and ratios
Percentage increase (decrease)
Earnings from continuing operations,
after tax (4) 13.3%(10) 14.9%(8) 35.4% 10.2%(6) 0.3% 17.0%
Earnings from continuing operations,
after tax, per share (4):
Basic 14.9%(10) 14.5%(8) 36.9% 8.0%(6) 3.2% 18.8%
Diluted 14.9%(10) 14.6%(8) 34.3% 9.9%(6) 3.2% 18.9%
Dividends declared per share 5.1% 5.4% 4.2% 2.9% 3.0% 3.1%
Return on equity (3) 20.6% 21.0% 21.3% 19.8% 23.0% 24.4%
Credit ratios
Long-term debt to shareholders' equity 53.2% 32.8% 50.0% 64.2% 129.0% 42.1%
Times interest expense earned 17.1x 21.3x 12.8x 8.7x 15.7x 17.8x
<PAGE>
1993 1992 1991 1990 1989
---------- ---------- ---------- ---------- ----------
Net operating revenues
Newspaper advertising $2,005,037 $1,882,114 $1,852,591 $1,917,477 $2,018,076
Newspaper circulation 838,706 807,093 777,221 730,426 718,087
Broadcasting 397,204 370,613 357,383 396,693 408,363
All other 169,903 167,824 134,720 125,659 115,773
---------- ---------- ---------- ---------- ----------
Total (Notes a and b, see page 54) 3,410,850 3,227,644 3,121,915 3,170,255 3,260,299
---------- ---------- ---------- ---------- ----------
Operating expenses
Costs and expenses 2,520,278 2,440,275 2,399,930 2,353,281 2,368,160
Depreciation 147,248 139,080 139,268 135,294 134,119
Amortization of intangible assets 43,771 39,197 39,621 39,649 39,100
---------- ---------- ---------- ---------- ----------
Total 2,711,297 2,618,552 2,578,819 2,528,224 2,541,379
---------- ---------- ---------- ---------- ----------
Operating income 699,553 609,092 543,096 642,031 718,920
Non-operating income (expense)
Interest expense (51,250) (50,817) (71,057) (71,567) (90,638)
Other 5,350 7,814 14,859 10,689 (18,364)
---------- ---------- ---------- ---------- ----------
Income before income taxes 653,653 566,089 486,898 581,153 609,918
Provision for income taxes 264,400 224,900 194,400 226,600 235,500
---------- ---------- ---------- ---------- ----------
Income from continuing operations 389,253 341,189 292,498 354,553 374,418
---------- ---------- ---------- ---------- ----------
Discontinued operations:
Income from the operation of
discontinued businesses (net of
income taxes) (12) 8,499 4,491 9,151 22,410 23,091
Gain on disposal of Outdoor business
(net of income taxes) 0 0 0 0 0
---------- ---------- ---------- ---------- ----------
Total 8,499 4,491 9,151 22,410 23,091
---------- ---------- ---------- ---------- ----------
Income before cumulative effect of
accounting principle changes 397,752 345,680 301,649 376,963 397,509
Cumulative effect on prior years of
accounting principle changes for:
Income taxes 0 34,000 0 0 0
Retiree health and life insurance
benefits 0 (180,000) 0 0 0
---------- ---------- ---------- ---------- ----------
Net income $397,752 $199,680 $301,649 $376,963 $397,509
========== ========== ========== ========== ==========
Operating cash flow (5) $890,572 $787,369 $721,985 $816,974 $892,139
---------- ---------- ---------- ---------- ----------
<PAGE>
Per share amounts (1)
Income from continuing operations
before cumulative effect of accounting
principle changes: basic/diluted $1.33/1.32 $1.18/1.18 $.97/.96 $1.11/1.10 $1.16/1.16
Net income: basic/diluted $1.36/1.35 $.69/.69 $1.00/.99 $1.18/1.17 $1.23/1.23
Dividends declared (2) .65 .63 .62 .61 .56
Weighted average number of common
shares outstanding in thousands (2):
Basic 292,948 288,296 301,566 320,094 322,506
Diluted 294,659 290,174 303,267 322,830 323,932
Financial position
Working capital $ 302,818 $ 199,896 $ 192,266 $ 168,487 $ 193,208
Long-term debt excluding current
maturities 850,686 1,080,756 1,335,394 848,633 922,470
Shareholders' equity 1,907,920 1,580,101 1,539,487 2,063,077 1,995,791
Total assets 3,823,798 3,609,009 3,684,080 3,826,145 3,782,848
Selected financial percentages and ratios
Percentage increase (decrease)
Earnings from continuing operations,
after tax (4) 14.1% 16.6% (17.5%) (5.3%) 9.9%
Earnings from continuing operations,
after tax, per share (4):
Basic 12.3% 22.0% (12.4%) (4.6%) 10.2%
Diluted 11.9% 22.9% (12.7%) (5.2%) 10.5%
Dividends declared per share 3.2% 1.6% 2.5% 9.0% 8.8%
Return on equity (3) 22.3% 21.9% 16.2% 17.5% 19.8%
Credit ratios
Long-term debt to shareholders' equity 44.6% 68.4% 86.7% 41.1% 46.2%
Times interest expense earned 13.8x 12.1x 7.9x 9.1x 7.7x
(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 and dividends declared have been converted to a comparable basis by
reflecting retroactively the 2-for-1 stock split effective Oct. 6, 1997.
(3) Based upon average shareholders' equity (continuing operations before non-recurring gains
and accounting principle changes).
(4) Before cumulative effect of accounting principle changes.
(5) Operating cash flow represents operating income plus depreciation and amortization
of intangible assets.
(6) Before 1996 after-tax gain on exchange of broadcast stations of $93 million or $.33 per share.
(7) Includes pre-tax gain on exchange of broadcast stations of $158 million
(after-tax gain of $93 million or $.33 per share).
(8) Before 1998 $184 million after-tax net non-operating gain principally from the
disposition of the radio and alarm security businesses ($.65 per share-basic and
$.64 per share-diluted).
(9) Includes pre-tax net non-operating gain principally from the disposition of the radio
and alarm security businesses of $307 million (after-tax gain of $184 million or $.65
per share-basic and $.64 per share-diluted).
(10) Before 1999 $33 million after-tax net non-operating gain principally from the exchange
of KVUE-TV for KXTV-TV ($.11 per share)
(11) Includes pre-tax net non-operating gain principally from the exchange of KVUE-TV for
KXTV-TV of $55 million (after-tax gain of $33 million or $.11 per share).
(12) Includes results from businesses sold and accounted for as discontinued operations
(cable - 1995 to 1999; security - 1995 to 1998; entertainment - 1995 to 1996;
outdoor - 1989 to 1996).
-52/53-
</TABLE>
<PAGE>
Notes to 11-year Summary
(a) The company and its subsidiaries made the acquisitions listed below
during the period. The results of operations of these acquired
businesses are included in the accompanying financial information
from the date of acquisition. Note 2 of the consolidated financial
statements on page 40 contains further information concerning certain
of these acquisitions.
(b) During the period, the company sold or otherwise disposed of
substantially all of the assets or capital stock of certain other
subsidiaries and divisions of other subsidiaries. Note 2 of the
consolidated financial statements on page 40 contains further
information concerning certain of these dispositions.
Acquisitions 1989-1999
1989
Oct. 31 Rockford Magazine
Nov. 6 Outdoor advertising displays merged into New 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 2 Nursing Spectrum
June 9 Altoona Herald-Mitchellville Index and the
Eastern ADvantage
Dec. 1 KTHV-TV, Little Rock
1995
Dec. 4 Multimedia, Inc.
1996
Dec. 9 WTSP-TV, Tampa-St. Petersburg, Fla.
1997
Jan. 31 WZZM-TV, Grand Rapids, Mich.
Jan. 31 WGRZ-TV, Buffalo, N.Y.
May 5 Printed Media Companies
May 27 KNAZ-TV, Flagstaff, Ariz.
May 27 KMOH-TV, Kingman, Ariz.
July 18 Mary Morgan, Inc.
Aug. 1 Army Times Publishing Co., Inc.
Oct. 24 New Jersey Press, Inc.
1998
Jan. 5 WCSH-TV, Portland, Maine
Jan. 5 WLBZ-TV, Bangor, Maine
April 30 WLTX-TV, Columbia, S.C.
May 31 Classified Gazette, San Rafael, Calif.
July 7 Ocean County Observer, Toms River, N.J.
July 7 Daily Record, Morristown, N.J.
July 7 Manahawkin Newspapers, Manahawkin, N.J.
Aug. 31 TCI Cable Kansas
Aug. 31 New Castle County Shopper's Guide, Brandywine Valley
Weekly and Autos plus, Wilmington, Del.
1999
March 17 The Reporter, Melbourne, Fla.
March 29 Lehigh Acres News-Star, Lehigh Acres, Fla.
June 1 Dealer Magazine, Reno, Nev.
June 1 KXTV-TV, Sacramento, Calif.
July 26 Newsquest plc, United Kingdom
Sept. 28 Tucker Communications, Inc., Westchester Co., N.Y.
Sept. 29 Pennypower Shopping News, Branson & Springfield, Mo.
-54-
<PAGE>
Form 10-K information
Business of the company
Gannett Co., Inc. is a diversified information company that operates primarily
in the U.S. and England. Approximately 95% of its revenues are from domestic
operations. In addition to operations in England, it has limited foreign
operations in certain European and Asian 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 presently reports two principal business segments: newspaper
publishing and television broadcasting.
The company's newspapers make up the largest newspaper group in the U.S.
in circulation, and in 1999 the company acquired Newsquest plc, one of the
largest regional newspaper publishers in England. At the end of 1999, the
company operated 85 daily newspapers, with a total average daily circulation of
approximately 7.1 million for 1999, including USA TODAY. The company also
publishes USA WEEKEND, a weekend newspaper magazine, and a number of non-daily
publications.
The newspaper segment includes the following: Gannett News Service, which
provides news services for its newspaper operations; Gannett Retail Advertising
Group, which represents the company's newspapers, other than USA TODAY, in the
sale of advertising to national and regional retailers and service providers;
and Gannett Offset, which is composed of the Gannett Offset print group and
Gannett Marketing Services Group. The Gannett Offset print group includes seven
non-heatset printing plants and two heatset printing facilities. Gannett
Offset's dedicated commercial printing plants are located in Atlanta, Ga.;
Chandler, Ariz.; Minneapolis, Minn.; Miramar, Fla.; Nashville, Tenn.; Norwood,
Mass.; Pensacola, Fla.; St. Louis, Mo.; and Springfield, Va. Gannett Marketing
Services Group coordinates the sale of direct-marketing services through:
Telematch, a database management and data enhancement company; Gannett Direct
Marketing Services, a direct-marketing company with operations in Louisville,
Ky.; and Gannett TeleMarketing, a telephone sales and marketing company. The
company also owns USATODAY.com and other Internet services at many of its local
newspapers and television stations; Gannett Media Technologies International,
which develops and markets software and other products for the publishing
industry; Nursing Spectrum, publisher of biweekly periodicals specializing in
advertising for nursing employment; and Army Times Publishing Company, which
publishes military and defense newspapers.
On Dec. 26, 1999, the broadcasting division included 21 television
stations in markets with more than 17.5 million households.
The company's cable business was sold on Jan. 31, 2000, and its results
for 1999 and prior years are treated as discontinued operations in the
company's statements of income and related discussions elsewhere in this
report.
Newspaper publishing/United States
On Dec. 26, 1999, the company operated 74 daily newspapers, including USA
TODAY, and a number of non-daily local publications, in 38 states and Guam. The
Newspaper Division is headquartered in Arlington, Va., and on Dec. 26, 1999, it
had approximately 35,200 full-time and part-time employees.
USA TODAY was introduced in 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 19 U.S. markets and under contract at offset plants in 14
other U.S. markets. It is sold at newsstands and vending machines generally at
50 cents a copy. Mail subscriptions are available nationwide and abroad, and
home and office delivery is offered in many markets. Approximately 67% 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.
For 1999, USA TODAY's advertising revenues and volume rose 17% and 13%,
respectively. USA TODAY's operating income rose sharply in 1999.
USA TODAY International is printed from satellite transmission under
contract in London, Frankfurt and Hong Kong, and is distributed in Europe, the
Middle East, Africa and Asia. It is available in more than 60 foreign
countries.
USATODAY.com reached nearly 15 million different people per month by the
end of 1999 and its revenue increased 89%. This operation turned profitable in
the latter part of 1999.
Gannett News Service (GNS) is headquartered in Arlington, Va., and has
bureaus in nine other states (see page 72 for more information). GNS provides
national and regional news coverage and sports, features, photo and graphic
services to Gannett newspapers. GNS also is distributed by syndication to
several non-Gannett newspapers, including ones in Chicago, Salt Lake City,
Boston and Seattle.
The newspaper publishing segment also includes USA WEEKEND, which is
distributed as a weekend newspaper magazine in 563 newspapers throughout the
country, with a total circulation of 21.8 million at the end of 1999.
At the end of 1999, 59 of the company's daily newspapers, including USA
TODAY, were published in the morning and 15 were published in the evening.
Individually, Gannett newspapers are the leading news and information
source with strong brand recognition in their markets. Their durability lies in
the quality of their management, their flexibility, their focus on such
customer-directed programs as NEWS 2000, ADvance and ADQ, and their capacity to
invest in new technology. Collectively, they form a powerful network to
distribute news and advertising information across the nation.
-55-
<PAGE>
News departments across Gannett continued to emphasize coverage of the key
franchise subject - local news. Many newspapers expanded efforts to reach more
local readers by increasing or enhancing coverage of additional local
communities around the core cities.
In June 1999 at a meeting of Gannett publishers and editors, the Newspaper
Division introduced the Principles of Ethical Conduct for Newsrooms, guidelines
to better address issues of information gathering and presentation. The
program's aim is to set out the high standards expected and practiced at the
newspapers. The five key principles state that our newsrooms are committed to:
seeking and reporting the truth in a truthful way; serving the public interest;
exercising fair play; maintaining independence; and acting with integrity.
Training in the program took place in the fall and extended to all
newsrooms. By year-end, nearly 5,000 journalists had participated in training
programs. The principles also were spelled out in the newspapers for readers in
each community, and editors make sure that newsrooms remain focused on these
principles.
Another major effort in newsrooms was special coverage of Y2K issues and
the coming of the new millennium. Newspapers presented some year-long features,
special historic sections and sections looking ahead to the next century.
Gannett News Service moved substantial material for use by newspapers
throughout the year. Each newspaper presented extensive local - as well as
national and world - coverage of events Dec. 31, 1999, and into Jan. 1, 2000.
All of the company's daily newspapers receive Gannett News Service. In
addition, all subscribe to The Associated Press, and some receive various
supplemental news and syndicated features services.
In 1999, the company continued to implement strategies to increase its
revenues from medium and smaller advertisers in each market it serves. Revenues
from these types of advertisers increased again in 1999. Initiatives focused on
sales and rate management, among other areas. Sales management initiatives
included allocating proper resources to increase the number and quality of
sales calls, improving sales compensation and providing consistent sales
training. Rate management programs focused on selling multiple advertising
insertions and reviewing rates and rate structures to assure they match the
opportunities in the market. The company regularly calculates market potential
and develops strategic plans to capitalize on that potential. Significant
efforts will continue to be taken in 2000 to make the company's personnel
increasingly competitive in their leadership, strategic thinking and marketing
skills.
The newspapers' quality initiative, known as ADQ, produced for the fifth
consecutive year improved ad quality and reduced credit cost. With ROP ad count
up and total ad revenues up in 1999 over 1998, Gannett newspapers produced
higher volume with higher quality.
The online strategy at Gannett local newspapers is consistent with the
overall Gannett philosophy in serving our newspapers' communities. The role of
the local newspaper is to serve the local reader and advertiser; local
newspaper products and services, including online products, must be designed to
serve community needs.
The company is taking an aggressive approach to providing online
information products that position its local newspapers to grow and enhance
their franchises as the leading information providers in their communities.
Internet publishing, by its nature, paired with good business approaches,
demands more national economies of scale, and standardization of products and
technology than traditional newspaper publishing. The company takes advantage
of national economies, national partnerships and national-level technology by
adapting them to its local markets. Various approaches and different levels of
activity are employed based on the specific needs and opportunities in each
market.
A principal achievement in 1998 was growth of newspapers online. By Dec.
31, 1998, 54 newspapers had online projects. This was up from 30 at the end of
1997. In 1999, growth of Internet products at newspapers already launched was
emphasized. As a result, the number of newspapers online rose to 60 at the end
of 1999, but the number of products these papers offered rose from 238 to over
480.
These products are each designed to offer penetrating specific information
on important subjects and include not only local news, but also guides for home
buying, employment and job information, automotive, entertainment, and tourism,
as well as other specialty products such as Space Online in Brevard County,
Fla., or the Kentucky Derby in Louisville, Ky.
Revenue for newspaper Internet activities has more than tripled from the
first quarter, 1998 through the fourth quarter of 1999. The company expects
sharp revenue growth again in 2000.
The company is also pursuing opportunities to develop national Internet
businesses. By partnering with other companies, using the strength of local
newspaper franchises and adding to the efficiencies of the Internet to deliver
both nationally and locally, unique opportunities to develop new national
businesses are being created. In addition, these partnerships enhance local
efforts by providing additional content, advertising opportunities and
technical resources that help Gannett's local newspapers improve their products
and services.
-56-
<PAGE>
Some examples are:
Career Path, which offers the opportunity to build a strong national
employment service and, at the same time, makes the company's local employment
sites richer for local users and expands the products and services the local
paper can offer to local employment advertisers.
Classified Ventures, which creates similar benefits in Real Estate and
Automotive categories.
InfiNet, which provides Internet site hosting expertise, enables the
company's papers to have better, more cost-efficient, more reliable, basic
hosting technology than could be provided on a site-by-site basis.
The senior executive of each newspaper is the publisher, and the
newspapers have advertising, business, information systems, circulation, news,
market development, human resources, online 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 then are 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 67 newspaper plants. Twenty-five editorial systems and 26
classified advertising systems were replaced from late 1998 through the end of
1999 ensuring Y2K compliance along with providing major upgrades.
Gannett newsrooms are making the transition from film to digital cameras,
which provide greater flexibility and speed in getting late-breaking
photographs into the newspaper. One example was during the spring 1999
snowstorm in Rochester, N.Y. Roads were impassable, but photographers were able
to work from home where they transmitted photos from laptop computers to the
newspaper plant, thus providing readers with dramatic photos of a major storm.
In addition to Rochester, 10 other newspapers have converted to virtually all
digital photo departments. Louisville, Nashville, Fort Myers, El Paso, Cherry
Hill and Huntington are among the 10. Some newspapers keep one or two film
cameras for extremely low-light situations or, in the case of FLORIDA TODAY,
for shooting remote shots of space shuttle launches.
The Mobile Advertising Sales System, or MASS, is Gannett's sales force
automation software. This laptop technology provides sales executives with up-
to-date customer, contract and sales revenue information; an electronic Rate
Calculator for pricing ads; productivity tools for managing their schedules;
and software for sales presentations. MASS is currently installed at 54
newspapers, with more than 1,200 laptops deployed. Eight newspapers are
electronically uploading insertion orders directly into the business billing
system, rather than entering this information manually. Four more newspapers
are scheduled to implement this process in the first quarter of 2000. In 1999,
a version of MASS that runs on palmtop technology was successfully tested at
four newspapers. More newspapers will deploy palmtops in 2000.
Celebro Advertising Solutions, originally developed by the company in 1994
as AdLink, is a suite of software applications that enables major real estate
agents to control the design, scheduling and content of their advertising in
the newspaper and market their properties on the Internet, and with audio
text/fax back. The Celebro Real Estate System has been installed at 28 Gannett
newspapers and at an additional 24 non-Gannett newspapers by Gannett Media
Technologies International (GMTI). Celebro auto advertising systems are
installed at six Gannett and two non-Gannett newspapers. Celebro's newest
product, CityServer, provides newspapers with database and publishing tools to
build directories and guides on newspaper Web sites. Hosted by InfiNet,
CityServer was field tested in Palm Springs and Brevard and will be rolled out
to all newspaper division Web sites in 2000.
The Digital Collections integrated text/photo archive system has been
installed at 46 Gannett newspapers, including Rochester, Des Moines,
Louisville, Honolulu, Wilmington, Detroit and Tucson. The 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. GMTI,
licensed by DiGiCol, the U.S. subsidiary of Gannett and Digital Collections
Verlagsges.mbH, sells and installs Digital Collections systems in North and
South America. In addition to the Gannett installations, there are 5
installations in South America and 12 non-Gannett installations in the United
States. Non-Gannett customers include The Milwaukee Journal, America Online,
O'Globo (Rio De Janiero, Brazil), Copesa (Santiago, Chile), the Princeton
(N.J.) Packet, The Indianapolis (Ind.) Star, The University of Missouri,
Journal Newspapers (Virginia), Lance Newspapers (Rio De Janiero and Sao Paulo),
Prensa Libre (Guatemala) and Kohla de Sao Paulo (Brazil). Installation of a
"light" version employing a central server based at Gannett's Maryland
Operations Center was completed in 1999. All Gannett newsrooms now have digital
archives.
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With respect to newspaper production, 56 daily newspaper plants print by
the offset process, and 15 plants print using various letterpress processes.
In recent years, 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. The company expects this trend to continue in 2000.
The principal sources of newspaper revenues are circulation and
advertising.
Circulation: Sixteen of the company's local newspapers reported gains in
daily circulation in 1999, and seven increased Sunday circulation. Home-
delivery prices for the company's newspapers are established individually for
each newspaper and range from $1.50 to $2.86 per week in the case of daily
newspapers and from $.71 to $2.35 per copy for Sunday newspapers. The company
implemented circulation price increases at 20 newspapers in 1999 and plans
increases at 30 newspapers in 2000.
Additional information about the circulation of the company's newspapers
may be found on pages 26-27, 60 and 70-72 of this annual report.
Advertising: The newspapers have advertising departments that sell retail,
classified and national advertising. The Gannett Retail Advertising Group also
sells advertising on behalf of the company's newspapers, other than USA TODAY,
to national and regional retailers and service providers. The company also
contracts with outside representative firms that specialize in the sale of
national advertising. A further analysis of newspaper advertising revenues is
presented on pages 26 and 60 of this report.
Retail advertising is display advertising associated with local merchants,
such as department and grocery stores. Classified advertising includes 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 nationally. 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 made continuing efforts to serve their readers and
advertisers by introducing complete market coverage programs and by targeting
specific market segments desired by many advertisers through the use of
specially zoned editions and other special publications.
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 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, as well as other print and non-print media.
The rate of development of opportunities in, and competition from,
emerging electronic communications services, including those related to the
Internet and the Web, is increasing. Through internal development programs,
acquisitions and partnerships, the company's efforts to explore new
opportunities in news, information and communications businesses have expanded.
At the end of 1999, The Cincinnati Enquirer, The Detroit News, The
Honolulu Advertiser 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.
Properties: Generally, the company owns the plants that house all aspects
of the newspaper publication process. In the case of USA TODAY, at Dec. 26,
1999, 14 non-Gannett printers were used to print the newspaper in U.S. 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 and Nursing Spectrum also are printed under
contracts with commercial printing companies. 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 certain locations, facilities are shared with other
newspaper properties. 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.
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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 23 of the company's newspaper operations. Gannett continues to
make significant investments in the renovation of existing or new facilities
where the investment will help to improve the products for its readers and
advertisers as well as improve productivity and operating efficiencies. The
company's facilities are adequate for present operations.
Regulation: Gannett is committed to protecting the environment. The
company's goal is to ensure its facilities comply with federal, state, local
and foreign environmental laws and to incorporate appropriate environmental
practices and standards in our operations. The company employs a corporate
environmental manager responsible for overseeing not only regulatory compliance
but also preventive measures. The company is one of the industry leaders in the
use of recycled newsprint. The company increased its purchase of newsprint
containing some recycled content from 42,000 metric tons in 1989 to 825,000
metric tons in 1999. 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 is taking effective measures to comply 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.
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 ("EPA") or comparable state agencies. Generally, the
company's subsidiaries are de minimus parties. At one such site, the amount in
controversy may exceed $300,000. The company believes its liability is
substantially less and is defending the case. The company provides for costs
associated with these matters in accordance with generally accepted accounting
principles. The company does not believe that these matters will have any
significant impact on its financial position or results of operations.
Additional information about the company's newspapers may be found on
pages 70-73 of this report.
Newspapers/England
In the third quarter of 1999, the company purchased all of the stock of
Newsquest plc, one of the largest regional newspaper publishers in England,
with 180 publications in total, including 11 dailies (10 evening titles and one
morning title). The acquisition was accounted for under the purchase method.
For the period it was owned in 1999, Newsquest contributed slightly to the
company's consolidated earnings.
Newsquest manages its publishing activities around geographic clusters to
maximize the use of management, finance, printing and personnel resources. This
also enables the group to offer readers and advertisers a range of attractive
products covering the market. The clustering of titles and, usually, the
publication of a free newspaper alongside a paid-for newspaper allows cross-
selling of advertising among newspapers serving the same or contiguous markets,
thus satisfying the needs of its advertisers and audiences. At the end of
1999, Newsquest had 13 such clusters in England. Newsquest's policy is to
produce free and paid-for newspapers with an attractive level of quality local
editorial content. Newsquest also distributes a substantial volume of
advertising leaflets in the communities it serves and it offers a travel/
vacation booking service.
Newsquest's full year revenues for 1999 were in excess of $500 million. As
with U.S. newspapers, advertising is the largest component of Newsquest's
revenue, comprising approximately 85%. Circulation revenues represent 12% and
printing activities account for much of the remainder. Compared to U.S.
newspaper operations, ad revenue at Newsquest is a greater percent of total
revenue and circulation revenue is a lesser percent reflecting the greater
volume and importance of free non-daily publications among Newsquest's titles.
Newsquest is actively seeking to maximize the value of its local
information franchises through development of opportunities offered by the
Internet. Through internal growth and in partnership with other businesses,
Newsquest has established a number of local and national Web sites which offer
news and other information of special interest to its communities, as well as
classified and retail advertising and shopping services.
Newsquest owns certain of the plants where its newspapers are produced and
leases other facilities. Its headquarters is in Morden, Surrey. All of its
properties are adequate for present purposes. A listing of Newsquest
publishing centers and key properties may be found on page 74.
At the end of 1999, Newsquest had approximately 5,900 full-time and part-
time employees. Newsquest employees have local staff councils for consultation
and communication with Newsquest subsidiary management. Newsquest provides its
employees with a retirement plan that incorporates life insurance and a stock
option linked savings plan.
Newsquest newspapers operate in competitive markets. Their principal
competitors include other regional and national newspaper and magazine
publishers, other advertising media such as radio and billboard, and Internet-
based news, information and communication businesses.
-59-
<PAGE>
Key revenue and expense data - for all newspapers combined
The table that follows summarizes the circulation volume and revenues of U.S.
newspapers owned by the company at the end of 1999, including USA TODAY. The
table also includes circulation revenue for all Newsquest publications and
circulation volume for Newsquest's eleven paid daily newspapers. This table
assumes that all newspapers owned by the company at the end of 1999 were owned
during all years shown:
Circulation: newspapers owned on Dec. 26, 1999
Circulation Daily Sunday
revenues net paid net paid
in thousands circulation circulation
------------ ------------ ------------
1999 $1,054,077 7,063,000 5,813,000
1998 $1,062,223 7,126,000 5,942,000
1997 $1,043,486 7,041,000 6,022,000
1996 $1,021,982 6,939,000 6,076,000
1995 $ 993,282 6,970,000 6,342,000
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 1999. For Newsquest, advertising revenues
are reflected but linage is not. The chart assumes that all of the
newspapers owned at the end of 1999 were owned throughout the
years shown:
Advertising: newspapers owned on Dec. 26, 1999
Advertising Inches of
revenues (ROP) advertising,
in thousands excluding preprints
------------ -------------------
1999 $3,050,697 83,322,000
1998 $2,890,559 79,406,000
1997 $2,694,339 74,570,000
1996 $2,486,942 69,684,000
1995 $2,338,712 70,383,000
Total newspaper ad revenues on a pro forma basis rose 6% in 1999. Most
major advertising classifications showed substantial year-over-year growth
during 1999. However, local ad revenues and linage were down slightly (less
then 1%) for the full year. Ad spending by larger retailers declined for the
year, reflecting closings and consolidations, but this was mostly offset by
greater revenue from expanded sales and marketing efforts directed toward small
and medium sized advertisers. Classified advertising revenues grew 6% on the
strength of the employment, automotive, and real estate categories. National
advertising revenues increased 15%. Preprint revenues grew 6%.
The company's ad revenues include revenues from Internet activities. At
this time, the company's Internet activities are not material to results of
operations or financial condition taken as a whole.
For 2000, further ad revenue and volume growth is anticipated in all
categories. Generally modest price increases are planned at most properties,
and the company will continue to expand and refine sales and marketing efforts.
Changes in economic factors such as interest rates, employment levels and the
rate of general economic growth will have an impact on revenue at all of the
company's newspapers.
Raw materials: Newsprint is the basic raw material used to publish
newspapers. During 1999, the company's total newsprint consumption was
1,033,000 metric tons, including the company's portion of newsprint consumed at
joint operating agencies, consumption by USA WEEKEND, USA TODAY tonnage
consumed at non-Gannett print sites and consumption by Newsquest. Newsprint
consumption was up 7% in 1999. The company purchases newsprint from 23 North
American, European and other offshore suppliers under contracts, which expire
at various times through 2010.
During 1999, all of the company's newspapers consumed some recycled
newsprint. For the year, more than 80% of the company's newsprint purchases
contained recycled content.
In 1999, newsprint supplies were adequate. The company believes that the
available sources of newsprint, together with present inventories, will
continue to be adequate to supply the needs of its newspapers.
The average cost per ton of newsprint consumed in 1999 declined 12%
compared to the 1998 average cost.
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Broadcasting
On Dec. 26, 1999, the company's television division, headquartered in
Arlington, Va., included 21 television stations in markets with a total of more
than 17.5 million households. On June 1, 1999, the company completed a
broadcast station transaction under which it exchanged its ABC affiliate
KVUE-TV in Austin, Texas, and received KXTV-TV, the ABC affiliate in
Sacramento, Calif., plus cash consideration. In November 1999, the company
announced an agreement to acquire WJXX-TV, the ABC affiliate in Jacksonville,
Fla. Closing is expected to occur as soon as regulatory approvals are obtained.
The company also will continue to own WTLV-TV, the NBC affiliate in
Jacksonville.
At the end of 1999, the broadcasting division had approximately 3,000
full-time and part-time employees. Broadcasting revenues accounted for
approximately 14% of the company's reported operating revenues from continuing
operations in 1999, 15% in 1998 and 16% in 1997.
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 independent 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.
For all of its stations, the company is party to network affiliation
agreements. The company's two ABC affiliates have agreements which expire in
2005. The agreements for all but one (Macon) of its six CBS affiliates run
through 2004-2005, with several having been renewed in 1999. The company has
completed negotiations to renew the agreements for its 13 NBC affiliates and
they will expire in December 2005. The company will continue to receive
compensation under these new agreements, at a reduced level. The amount of the
reduction is not material.
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 emphasized 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 broadcasting equipment. The company owns
transmitter sites in 22 locations and leases sites in 8 others.
During the past five years, new broadcasting facilities or substantial
improvements to existing facilities were completed in Greensboro, N.C., Little
Rock, Phoenix, Jacksonville, Knoxville, Columbia and Atlanta. A new facility
will be completed in 2000 in Cleveland. Facility expansion to accommodate
Digital Television (DTV) was completed at five sites in 1998 and 1999. Four
additional station facilities will be converted to DTV during 2000. The
company's broadcast facilities are adequate for present purposes.
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 stations also
compete in the emerging local electronic media space, which includes Internet
or Internet enabled devices and any digital spectrum opportunities associated
with Digital Television. The company's broadcasting stations compete
principally on the basis of their market share, advertising rates and audience
composition.
Local news is most important to a station's success, and there is a
growing emphasis on other forms of programming that relate to the local
community. Network and syndicated programming constitute the majority of all
other programming broadcast on the company's television stations, and the
company's competitive position is directly affected by viewer acceptance of
this programming. 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.
In November 1999, the Satellite Home Viewer Improvement Act of 1999 was
enacted, which for the first time permits satellite carriers to retransmit
local television stations to subscribers within the stations' market. Several
of the company's television stations are currently being delivered by satellite
carriers pursuant to this new law. In order to continue delivery of any local
signal beyond May 29, 2000, satellite carriers will be required to obtain the
consent of each television station. The new law also permits satellite carriers
to retransmit distant network television stations into areas served by local
television stations if it is determined, using FCC-approval signal strength
measurement standards, that local stations do not deliver an acceptable viewing
signal.
Regulation: The company's television 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).
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<PAGE>
Television broadcast licenses are granted for periods of eight years. They
are renewable by broadcasters upon application to the FCC and usually are
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
results in loss of the license. 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. FCC Regulations governing multiple ownership
limit, or in some cases, prohibit the common ownership or control of most
communications media serving common market areas (for example, television and
radio; television and daily newspapers; radio and daily newspapers; or
television and cable television). In August 1999, the FCC substantially rewrote
a number of its broadcast ownership rules, including restrictions on local
television ownership, radio-television cross-ownership, and attribution of
broadcast ownership interests. One significant rule change permits common
ownership of two television stations in the same market, provided eight
independently owned television stations remain in the market following the
combination and provided that at least one of the commonly owned stations is
not among the market's top four rated stations. It is under this standard that
the company has agreed to acquire a second television station in the
Jacksonville, Fla. market. The FCC's action removed the interim waivers
previously granted to allow the company to own television stations with
overlapping signals in the Atlanta and Macon, Ga., markets and in the Portland
and Bangor, Maine markets, since such waivers are no longer necessary.
The FCC also adopted rules to permit common ownership of a number
(depending on market size) of radio stations and a television station serving
the same community. The FCC retained its rule prohibiting a party from having
attributable interests in television stations which collectively reach more
than 35 percent of all U.S. television households. The FCC will continue to
review this limitation as required by Congress. Presently, the company's 21
television stations reach an aggregate of 17.4% of U.S. TV households.
Additional information about the company's television stations may be
found on page 73 of this annual report.
Cable
On Jan. 31, 2000, the previously announced sale of the assets of the company's
subsidiary, Multimedia Cablevision, Inc., to Cox Communications, Inc. of
Atlanta, Ga., was completed.
At the end of fiscal 1999, the company's cable division operated cable
television systems serving 523,000 subscribers in Kansas, Oklahoma and North
Carolina, and had approximately 1,100 full-time and part-time employees. The
principal sources of the company's cable division revenues were: 1) monthly
fees paid by subscribers for primary services generally consisting mainly of
local and distant broadcast stations and public, educational and governmental
channels; 2) monthly and per-event fees; and 3) local advertising revenues.
The sale price for the cable business was approximately $2.7 billion in
cash, which resulted in an after-tax gain of approximately $740 million or
$2.64 per diluted share. The gain will be reported in Gannett's first
quarter, 2000.
Although the cable sale was finalized in the year 2000, for financial
reporting purposes, the cable operating results for 1999 and all prior years
for which it was owned by the company have been reclassified in the statements
of income as discontinued operations. Likewise for the year 2000, cable
operating results for the period up to the sale date, along with the gain on
the sale, will be reported as discontinued operations.
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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 1997, 1998 and 1999 included amounts for
leasehold improvements, land, building, furniture, equipment and
fixtures for headquarters operations. Headquarters facilities are
adequate for present operations. In September 1996, the company
purchased 30 acres of land in Fairfax County, Va., for use as a future
site for USA TODAY and corporate headquarters. Building construction
began in 1999 and is scheduled to be completed in 2001.
Employee relations
At the end of 1999, the company and its subsidiaries had approximately 45,800
full-time and part-time employees. Four of the company's newspapers were
published in 1999 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 joint production and business operations.
Approximately 12% of those employed by the company and its subsidiaries
are represented by labor unions. They are represented by 86 local bargaining
units affiliated with nine international unions under collective bargaining
agreements. These agreements conform generally with the pattern of labor
agreements in the newspaper and broadcasting industries. The company does not
engage in industrywide or companywide bargaining. The company strives to
maintain good relationships with its employees.
On July 13, 1995, approximately 2,500 workers from six unions began a
strike against the company's largest local newspaper, The Detroit News, the
Detroit Newspaper Agency and the Detroit Free Press, its agency partner. The
strike was precipitated by unrealistic and excessive demands by the unions for
wage increases and position levels. The strike ended in mid-February 1997 when
the six striking unions made an unconditional offer to return to work. They
continue to attempt a subscriber and advertiser boycott.
Throughout the strike and despite union efforts at stopping delivery of
the newspapers through intimidation and frequent violence, the newspapers
published every day. More than 1,000 of the original strikers have now returned
to work and approximately 700 replacement workers have been employed to fill
other necessary positions. Litigation before the National Labor Relations Board
and in the federal courts concerning the strike and its aftermath continues. In
February 1999, a 10-year agreement was reached with the Detroit Typographical
Union, one of the unions previously on strike, under which its members will
work at the Detroit Newspapers. Negotiations with the other formerly striking
unions are ongoing.
The company provides competitive group life and medical insurance programs
for full-time domestic employees at each location. The company pays a
substantial portion of these costs and employees contribute the balance.
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 domestic non-union employees.
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<TABLE>
Acquisitions 1995-1999
The growth of the company has resulted from
acquisitions of businesses, as well as from internal
expansion. Its significant acquisitions since the
beginning of 1995 are shown below. The company has
disposed of several businesses during this period,
which are presented on the following page.
<CAPTION>
Year Publication times
acquired Name Location or business
- -------- ------------------------ -------------- -----------------
<S> <C> <C> <C>
1995 Multimedia, Inc. Greenville, S.C. Ten daily newspapers,
various non-dailies,
five television
stations, two radio
stations, cable
television franchises
in five states,
alarm security
business, television
entertainment
programming
1996 WTSP-TV Tampa-St. Television station
Petersburg, Fla.
1997 WZZM-TV Grand Rapids, Mich. Television station
WGRZ-TV Buffalo, N.Y. Television station
Printed Media Companies Minneapolis, Minn. Commercial printing
KNAZ-TV Flagstaff, Ariz. Television station
KMOH-TV Kingman, Ariz. Television station
Mary Morgan, Inc. Green Bay, Wis. Commercial printing
Army Times Publishing Co., Inc. Springfield, Va. Weekly and Monthly
periodicals
New Jersey Press, Inc. Asbury Park and East
Brunswick, N.J. Two daily newspapers
1998 WCSH-TV Portland, Maine Television station
WLBZ-TV Bangor, Maine Television station
WLTX-TV Columbia, S.C. Television station
Ocean County Observer Toms River, N.J. Daily newspaper
Daily Record Morristown, N.J. Daily newspaper
Manahawkin Newspapers Manahawkin, N.J. Weekly newspapers
Classified Gazette San Rafael, Calif. Semi-weekly newspaper
New Castle County Shopper's
Guide Wilmington, Del. Weekly advertising shopper
Brandywine Valley Weekly Wilmington, Del. Weekly advertising shopper
Autos plus Wilmington, Del. Weekly advertising shopper
TCI Cable Kansas Kansas Cable television systems
1999 The Reporter Melbourne, Fla. Weekly newspaper
Lehigh Acres News-Star Lehigh Acres, Fla. Weekly newspaper
Dealer Magazine Reno, Nev. Weekly magazine
KXTV-TV Sacramento, Calif. Television station
Newsquest plc United Kingdom Daily and weekly newspapers
Tucker Communications, Inc. Westchester Co., N.Y. Weekly newspaper
Pennypower Shopping News Branson & Springfield, Mo. Weekly newspaper
</TABLE>
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<TABLE>
Dispositions 1995-1999
<CAPTION>
Year Publication times
disposed Name Location or business
- -------- ------------------------ -------------- -----------------
<S> <C> <C> <C>
1995 The Add Sheet Columbia, Mo. Weekly advertising
shopper
1996 WMAZ/WAYS-FM Macon, Ga. Radio stations
Gannett Outdoor Group Various major Outdoor advertising
markets, U.S. and
Canada
Multimedia Entertainment New York, N.Y. Television enter-
tainment programming
Louis Harris and
Associates, Inc. New York, N.Y. Polling and research
Gannett Community
Directories Paramus, N.J. Community directories
KIIS/KIIS-FM Los Angeles, Calif. Radio stations
KSDO/KKBH-FM San Diego, Calif. Radio stations
WDAE/WUSA-FM Tampa, Fla. Radio stations
1997 WLWT-TV Cincinnati, Ohio Television station
KOCO-TV Oklahoma City, Okla. Television station
Niagara Gazette Niagara Falls, N.Y. Daily newspaper
The Observer Moultrie, Ga. Daily newspaper
North Hills News Record North Hills, Pa. Daily newspaper
Valley News Dispatch Tarentum, Pa. Daily newspaper
1998 The Virgin Islands Daily News St. Thomas, V.I. Daily newspaper
WGCI/WGCI-FM Chicago, Ill. Radio stations
KKBQ/KKBQ-FM Houston, Texas Radio stations
KHKS-FM Dallas, Texas Radio station
The Saratogian Saratoga Springs, N.Y. Daily newspaper
Multimedia Security Service Wichita, Kan. Alarm security business
Commercial-News Danville, Ill. Daily newspaper
Chillicothe Gazette Chillicothe, Ohio Daily newspaper
Gallipolis Daily Tribune Gallipolis, Ohio Daily newspaper
The Daily Sentinel Pomeroy, Ohio Daily newspaper
Point Pleasant Register Point Pleasant, W.Va. Daily newspaper
Multimedia Cable Illinois Suburban Chicago, Ill. Cable television systems
1999 The San Bernardino County Sun San Bernardino, Calif. Daily newspaper
KVUE-TV Austin, Texas Television station
</TABLE>
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<TABLE>
QUARTERLY STATEMENTS OF INCOME
In thousands of dollars
<CAPTION>
Fiscal year ended December 26, 1999 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter Total
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Net operating revenues
Newspaper advertising $ 720,551 $ 788,274 $ 817,844 $ 966,225 $3,292,894
Newspaper circulation 253,357 248,812 255,754 264,597 1,022,520
Broadcasting 161,194 194,480 166,770 206,198 728,642
All other 50,837 48,052 53,193 64,052 216,134
----------- ----------- ----------- ----------- -----------
Total 1,185,939 1,279,618 1,293,561 1,501,072 5,260,190
----------- ----------- ----------- ----------- -----------
Operating expenses
Cost of sales and operating expenses,
exclusive of depreciation 635,732 620,682 659,654 692,401 2,608,469
Selling, general and administrative expenses,
exclusive of depreciation 187,986 190,525 205,716 224,302 808,529
Depreciation 42,715 42,130 44,325 40,290 169,460
Amortization of intangible assets 22,914 23,170 30,500 34,047 110,631
----------- ----------- ----------- ----------- -----------
Total 889,347 876,507 940,195 991,040 3,697,089
----------- ----------- ----------- ----------- -----------
Operating income 296,592 403,111 353,366 510,032 1,563,101
Non-operating (expense) income
Interest expense (16,592) (13,852) (26,474) (37,701) (94,619)
Other 2,368 55,305 (2) 1,588 (556) 58,705 (2)
----------- ----------- ----------- ----------- -----------
Total (14,224) 41,453 (24,886) (38,257) (35,914)
----------- ----------- ----------- ----------- -----------
Income before income taxes 282,368 444,564 328,480 471,775 1,527,187
Provision for income taxes 112,400 176,950 130,700 187,750 607,800
----------- ----------- ----------- ----------- -----------
Income from continuing operations 169,968 267,614 (2) 197,780 284,025 919,387 (2)
Income from discontinued operations, net 8,925 9,356 9,699 10,561 38,541
----------- ----------- ----------- ----------- -----------
Net income $ 178,893 $ 276,970 (2) $ 207,479 $ 294,586 $ 957,928 (2)
=========== =========== =========== =========== ===========
Basic earnings per share
Basic earnings from continuing operations $0.61 $0.96 (2) $0.70 $1.02 $3.29 (2)
Basic earnings from discontinued operations, net .03 .03 .04 .04 .14
----------- ----------- ----------- ----------- -----------
Net income per share - basic $0.64 $0.99 (2) $0.74 $1.06 $3.43 (2)
=========== =========== =========== =========== ===========
Diluted earnings per share
Diluted earnings from continuing operations (1) $0.61 $0.95 (2) $0.70 $1.01 $3.26 (2)
Diluted earnings from discontinued operations, net .03 .03 .04 .04 .14
----------- ----------- ----------- ----------- -----------
Net income per share - diluted (1) $0.64 $0.98 (2) $0.74 $1.05 $3.40 (2)
=========== =========== =========== =========== ===========
</TABLE>
<TABLE>
EARNINGS SUMMARY, EXCLUDING NON-RECURRING NET NON-OPERATING GAINS
In thousands of dollars
<CAPTION>
Fiscal year ended December 26, 1999 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter Total
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Income from continuing operations, as reported $ 169,968 $ 267,614 $ 197,780 $ 284,025 $ 919,387
Less: after-tax gains on sale/exchange
of businesses 0 32,780 0 0 32,780
----------- ----------- ----------- ----------- -----------
Income from continuing operations, as adjusted $ 169,968 $ 234,834 $ 197,780 $ 284,025 $ 886,607
=========== =========== =========== =========== ===========
Diluted earnings per share from continuing
operations, as adjusted (1) $0.61 $0.84 $0.70 $1.01 $3.15
=========== =========== =========== =========== ===========
(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.
(2) Includes second quarter net gain principally from the exchange of KVUE-TV in Austin, Texas for KXTV-TV in
Sacramento, Calif., ($55 million pre-tax, $33 million after tax, $.11 per share-basic and diluted).
</TABLE>
-66-
<PAGE>
<TABLE>
QUARTERLY STATEMENTS OF INCOME
In thousands of dollars
<CAPTION>
Fiscal year ended December 27, 1998 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter Total
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Net operating revenues
Newspaper advertising $ 669,994 $ 746,675 $ 707,347 $ 818,979 $2,942,995
Newspaper circulation 254,079 252,762 251,534 251,863 1,010,238
Broadcasting 160,692 198,799 159,125 202,682 721,298
All other 51,083 48,673 49,825 56,579 206,160
----------- ----------- ----------- ----------- -----------
Total 1,135,848 1,246,909 1,167,831 1,330,103 4,880,691
----------- ----------- ----------- ----------- -----------
Operating expenses
Cost of sales and operating expenses,
exclusive of depreciation 617,556 624,414 625,258 631,648 2,498,876
Selling, general and administrative expenses,
exclusive of depreciation 180,638 183,826 180,548 197,526 742,538
Depreciation 41,596 41,640 40,760 39,780 163,776
Amortization of intangible assets 21,731 21,733 22,482 23,741 89,687
----------- ----------- ----------- ----------- -----------
Total 861,521 871,613 869,048 892,695 3,494,877
----------- ----------- ----------- ----------- -----------
Operating income 274,327 375,296 298,783 437,408 1,385,814
Non-operating (expense) income
Interest expense (23,229) (20,348) (17,190) (18,645) (79,412)
Other 307,356 (2) 2,498 (877) (3,654) 305,323 (2)
----------- ----------- ----------- ----------- -----------
Total 284,127 (17,850) (18,067) (22,299) 225,911
----------- ----------- ----------- ----------- -----------
Income before income taxes 558,454 357,446 280,716 415,109 1,611,725
Provision for income taxes 223,720 143,100 112,250 166,230 645,300
----------- ----------- ----------- ----------- -----------
Income from continuing operations 334,734 (2) 214,346 168,466 248,879 966,425 (2)
Income from discontinued operations, net 8,116 8,463 8,053 8,856 33,488
----------- ----------- ----------- ----------- -----------
Net income $ 342,850 (2) $ 222,809 $ 176,519 $ 257,735 $ 999,913 (2)
=========== =========== =========== =========== ===========
Basic earnings per share
Basic earnings from continuing operations $1.18 (2) $0.75 $0.59 $0.89 $3.41 (2)
Basic earnings from discontinued operations, net .03 .03 .03 .03 .12
----------- ----------- ----------- ----------- -----------
Net income per share - basic $1.21 (2) $0.78 $0.62 $0.92 $3.53 (2)
=========== =========== =========== =========== ===========
Diluted earnings per share
Diluted earnings from continuing operations (1) $1.17 (2) $0.75 $0.59 $0.89 $3.38 (2)
Diluted earnings from discontinued operations, net .03 .03 .03 .03 .12
----------- ----------- ----------- ----------- -----------
Net income per share - diluted (1) $1.20 (2) $0.78 $0.62 $0.92 $3.50 (2)
=========== =========== =========== =========== ===========
</TABLE>
<TABLE>
EARNINGS SUMMARY, EXCLUDING NON-RECURRING NET NON-OPERATING GAINS
In thousands of dollars
<CAPTION>
Fiscal year ended December 27, 1998 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter Total
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Income from continuing operations, as reported $ 334,734 $ 214,346 $ 168,466 $ 248,879 $ 966,425
Less: after-tax gains on sale/exchange
of businesses 183,607 0 0 0 183,607
----------- ----------- ----------- ----------- -----------
Income from continuing operations, as adjusted $ 151,127 $ 214,346 $ 168,466 $ 248,879 $ 782,818
=========== =========== =========== =========== ===========
Diluted earnings per share from continuing
operations, as adjusted (1) $0.53 $0.75 $0.59 $0.89 $2.74
=========== =========== =========== =========== ===========
(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.
(2) Includes first quarter net gain on sale of certain businesses, including radio and alarm security ($307 million
pre-tax, $184 million after tax, $.65 per share-basic and $.64 per share-diluted).
</TABLE>
-67-
<PAGE>
<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. 28, 1997
Land $ 174,838 $ 2,544 $ 1,435 $ (63) $ 175,884
Buildings & improvements 770,456 73,581 7,265 3,385 840,157
Cable and security systems 481,053 76,574 13,383 3,975 548,219
Machinery, equipment & fixtures 1,926,058 260,814 46,508 (216) 2,140,148
Construction in progress and
deposits on contracts 70,995 3,637 17,122 (7,081) 50,429
-------------- --------------------- -------------- ---------------- --------------
$3,423,400 $417,150 (A)(E) $ 85,713 $ 0 $3,754,837
============== ===================== ============== ================ ==============
Dec. 27, 1998
Land $ 175,884 $ 7,769 $ 987 $(1,880) $ 180,786
Buildings & improvements 840,157 10,022 13,790 2,821 839,210
Cable and security systems 548,219 24,218 159,634 256 413,059
Machinery, equipment & fixtures 2,140,148 126,006 140,424 (2,262) 2,123,468
Construction in progress and
deposits on contracts 50,429 58,859 133 1,065 110,220
-------------- --------------------- -------------- ---------------- --------------
$3,754,837 $226,874 (B)(E) $ 314,968 $ 0 $3,666,743
============== ===================== ============== ================ ==============
Dec. 26, 1999
Land $ 180,786 $ 5,901 $ 4,853 $ 304 $ 182,138
Buildings & improvements 839,210 83,975 37,189 659 886,655
Cable 413,059 13,680 1,821 (11) 424,907
Machinery, equipment & fixtures 2,123,468 308,547 171,525 (1,128) 2,259,362
Construction in progress and
deposits on contracts 110,220 21,810 1,318 138 130,850
-------------- --------------------- -------------- ---------------- --------------
$3,666,743 $433,913 (C)(E) $ 216,706 $ (38) (D) $3,883,912
============== ===================== ============== ================ ==============
Notes
(A) Includes assets at acquisition net of adjustments for prior years' acquisitions. $ 195,899
(B) Includes assets at acquisition net of adjustments for prior years' acquisitions. $ (17,551)
(C) Includes assets at acquisition net of adjustments for prior years' acquisitions. $ 175,470
(D) Principally the effect of current foreign currency translation adjustment.
(E) Includes capitalized interest of $1,624 in 1997, $1,610 in 1998 and $5,707 in 1999.
(F) Generally the rates of depreciation range from 2.5% to 10% for buildings and improvements,
3.3% to 20% for cable and 4% to 30% for machinery, equipment and fixtures.
(G) Includes depreciation expense from cable and security reflected in earnings from discontinued
operations of $31,806 in 1999, $37,907 in 1998 and $48,136 in 1997.
</TABLE>
-68-
<PAGE>
<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
of period and expenses or sales changes of period
- -------------------------------- -------------- ------------------------- -------------- ---------------- --------------
<S> <C> <C> <C> <C> <C>
Dec. 28, 1997
Buildings and improvements $ 300,775 $ 24,396 $ 5,148 $ 4,057 $ 324,080
Cable and security systems 32,597 60,377 5,976 (3,892) 83,106
Machinery, equipment and fixtures 1,095,968 116,327 56,521 (165) 1,155,609
-------------- ------------------------- -------------- ---------------- --------------
$1,429,340 $201,100 (F)(G) $ 67,645 $ 0 $1,562,795
============== ========================= ============== ================ ==============
Dec. 27, 1998
Buildings and improvements $ 324,080 $ 25,434 $ 12,941 $ 9,318 $ 345,891
Cable 83,106 31,134 36,369 (196) 77,675
Machinery, equipment and fixtures 1,155,609 145,115 112,208 (9,122) 1,179,394
-------------- ------------------------- -------------- ---------------- --------------
$1,562,795 $201,683 (F)(G) $161,518 $ 0 $1,602,960
============== ========================= ============== ================ ==============
Dec. 26, 1999
Buildings and improvements $ 345,891 $ 22,056 $ 16,511 $(5,003) $ 346,433
Cable 77,675 24,862 1,243 0 101,294
Machinery, equipment and fixtures 1,179,394 154,348 126,421 5,012 1,212,333
-------------- ------------------------- -------------- ---------------- --------------
$1,602,960 $201,266 (F)(G) $144,175 $ 9 (D) $1,660,060
============== ========================= ============== ================ ==============
(D)(F) and (G) See page 68
</TABLE>
<TABLE>
Valuation and qualifying accounts
<CAPTION>
Balance at Additions charged Additions/(reductions)
Allowance for doubtful beginning to costs for acquisitions/ Deductions Balance at end
receivables of period and expenses dispositions from reserves of period
-------------- ------------------ ---------------------- ---------------- --------------
<S> <C> <C> <C> <C> <C>
Year ended Dec. 28, 1997 $18,942 $22,333 $ 618 $23,873 $18,020
Year ended Dec. 27, 1998 $18,020 $22,077 $(1,240) $19,714 $19,143
Year ended Dec. 26, 1999 $19,143 $26,213 $ 9,419 $24,081 $30,694
</TABLE>
<TABLE>
Supplementary income statement information (from continuing operations)
<CAPTION>
Fiscal year ended Dec. 26, 1999 Dec. 27, 1998 Dec. 28, 1997
------------------ --------------- ----------------
<S> <C> <C> <C>
Maintenance and repairs $45,862 $45,792 $47,159
Taxes other than payroll and income tax
Property $24,898 $22,725 $18,072
Other $ 9,034 $ 9,118 $10,601
------------------ --------------- ----------------
Total $33,932 $31,843 $28,673
------------------ --------------- ----------------
</TABLE>
-69-
<PAGE>
<TABLE>
MARKETS WE SERVE
NEWSPAPERS AND NEWSPAPER DIVISION
<CAPTION>
Daily newspapers
State Circulation Circulation Circulation Joined
Territory City Newspaper Morning Afternoon Sunday Founded Gannett *
- -------------- --------------------- ------------------------------- ----------- ------------ ----------- ------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Alabama Montgomery Montgomery Advertiser 54,659 70,104 1829 1995 (65)
Arizona Tucson Tucson Citizen 40,601 1870 1976 (31)
Arkansas Mountain Home The Baxter Bulletin 11,224 1901 1995 (66)
California Marin County Marin Independent Journal 39,606 40,494 1861 1980 (49)
Palm Springs The Desert Sun 51,117 53,422 1927 1986 (59)
Salinas The Californian 19,421 1871 1977 (37)
Tulare Tulare Advance-Register 8,257 1882 1993 (64)
Visalia Visalia Times-Delta 21,906 1859 1977 (38)
Colorado Fort Collins Fort Collins Coloradoan 28,584 35,339 1873 1977 (39)
Connecticut Norwich Norwich Bulletin 30,086 36,367 1791 1981 (52)
Delaware Wilmington The News Journal 124,509 146,125 1871 1978 (44)
Florida Brevard County FLORIDA TODAY 88,342 112,396 1966 1966 ( 9)
Fort Myers News-Press 88,998 106,752 1884 1971 (24)
Pensacola Pensacola News Journal 62,717 82,385 1889 1969 (11)
Georgia Gainesville The Times 22,549 26,659 1947 1981 (51)
Guam Hagatna Pacific Daily News 22,422 21,609 1944 1971 (23)
Hawaii Honolulu The Honolulu Advertiser 108,543 188,416 1856 1993 (63)
Idaho Boise The Idaho Statesman 64,545 86,584 1864 1971 (16)
Illinois Rockford Rockford Register Star 72,105 83,846 1855 1967 (10)
Indiana Lafayette Journal and Courier 37,141 43,839 1829 1971 (17)
Marion Chronicle-Tribune 20,206 22,469 1867 1971 (20)
Richmond Palladium-Item 19,454 23,217 1831 1976 (30)
Iowa Des Moines The Des Moines Register 158,194 254,679 1849 1985 (56)
Iowa City Iowa City Press-Citizen 15,116 1860 1977 (41)
Kentucky Louisville The Courier-Journal 228,132 299,539 1868 1986 (61)
Louisiana Monroe The News-Star 37,049 41,909 1890 1977 (43)
Shreveport The Times 73,328 89,952 1871 1977 (42)
Michigan Battle Creek Battle Creek Enquirer 25,781 34,407 1900 1971 (18)
Detroit The Detroit News 238,445 1873 1986 (58)
The Detroit News and Free Press 771,632
Lansing Lansing State Journal 70,147 91,872 1855 1971 (15)
Port Huron Times Herald 31,030 43,294 1900 1970 (12)
Minnesota St. Cloud St. Cloud Times 28,441 38,585 1861 1977 (36)
Mississippi Hattiesburg Hattiesburg American 22,414 26,983 1897 1982 (54)
Jackson The Clarion-Ledger 104,055 121,335 1837 1982 (53)
Missouri Springfield Springfield News-Leader 64,867 95,823 1893 1977 (35)
Montana Great Falls Great Falls Tribune 33,722 39,297 1885 1990 (62)
Nevada Reno Reno Gazette-Journal 67,247 84,517 1870 1977 (32)
New Jersey Asbury Park Asbury Park Press 158,397 222,215 1879 1997 (71)
Bridgewater The Courier-News 42,359 42,477 1884 1927 (5)
Cherry Hill Courier-Post 84,538 98,035 1875 1959 (7)
East Brunswick Home News Tribune 72,763 79,260 1879 1997 (72)
Morristown Daily Record 47,221 51,341 1900 1998 (73)
Toms River Ocean County Observer 10,538 10,000 1850 1998 (74)
Vineland The Daily Journal 17,463 1864 1986 (60)
New York Binghamton Press & Sun-Bulletin 62,453 79,392 1904 1943 (6)
Elmira Star-Gazette 30,175 42,303 1828 1906 (1)
Ithaca The Ithaca Journal 18,983 1815 1912 (2)
Poughkeepsie Poughkeepsie Journal 41,640 55,073 1785 1977 (34)
Rochester Rochester Democrat and Chronicle 175,134 242,218 1833 1918 (3)
Utica Observer-Dispatch 48,157 58,799 1817 1922 (4)
Westchester County The Journal News 146,141 175,262 1829 1964 (8)
North Carolina Asheville Asheville Citizen-Times 57,930 71,030 1870 1995 (67)
Ohio Cincinnati The Cincinnati Enquirer 205,112 321,314 1841 1979 (45)
Fremont The News-Messenger 14,059 1856 1975 (28)
Marietta The Marietta Times 12,205 1864 1974 (27)
Port Clinton News Herald 6,031 1864 1975 (29)
Oklahoma Muskogee Muskogee Daily Phoenix
and Times-Democrat 19,541 20,411 1888 1977 (40)
Oregon Salem Statesman Journal 58,821 66,784 1851 1974 (26)
Pennsylvania Chambersburg Public Opinion 21,323 1869 1971 (14)
Lansdale The Reporter 19,177 1870 1980 (50)
South Carolina Greenville The Greenville News 98,953 133,874 1874 1995 (68)
South Dakota Sioux Falls Argus Leader 52,599 74,475 1881 1977 (33)
Tennessee Clarksville The Leaf-Chronicle 20,839 25,318 1808 1995 (69)
Jackson The Jackson Sun 39,654 44,276 1848 1985 (57)
Nashville The Tennessean 189,756 269,220 1812 1979 (46)
Texas El Paso El Paso Times 76,289 95,876 1879 1972 (25)
Vermont Burlington The Burlington Free Press 51,528 62,195 1827 1971 (13)
Virginia Arlington USA TODAY 2,274,621 1982 1982 (55)
Staunton The Daily News Leader 18,243 21,838 1904 1995 (70)
Washington Bellingham The Bellingham Herald 26,251 33,287 1890 1971 (21)
Olympia The Olympian 39,735 45,928 1889 1971 (19)
West Virginia Huntington The Herald-Dispatch 36,822 42,869 1909 1971 (22)
Wisconsin Green Bay Green Bay Press-Gazette 59,099 84,866 1915 1980 (47)
Wausau Wausau Daily Herald 23,513 30,843 1903 1980 (48)
* Number in parentheses notes chronological order in which existing newspapers joined Gannett.
</TABLE>
Army Times Publishing Co.
Headquarters: Springfield, Va.
Publications: Army Times, Navy Times, Marine Corps Times,
Air Force Times, Federal Times, Defense News, Space News,
Military Market
Nursing Spectrum
Offices: Falls Church, Va. (serving Washington, D.C./Baltimore); Hoffman
Estates, Ill. (serving Illinois and Indiana); Ft. Lauderdale, Fla.
(serving Ft. Lauderdale and Tampa); King of Prussia, Pa. (serving
Philadelphia and the Delaware Valley); Westbury, N.Y. (serving
New York and New Jersey); Lexington, Mass. (serving New England
states)
Non-daily publications
Weekly, semi-weekly or monthly publications in Alabama, Arizona, Arkansas,
California, Colorado, Connecticut, Delaware, Florida, Georgia, Guam, Hawaii,
Idaho, Illinois, Indiana, Iowa, Kentucky, Louisiana, Michigan, Minnesota,
Mississippi, Missouri, Montana, Nevada, New Jersey, New York, North Carolina,
Ohio, Oklahoma, Oregon, Pennsylvania, South Carolina, South Dakota, Tennessee,
Texas, Vermont, Virginia, Washington, West Virginia, Wisconsin and
Juarez, Mexico.
USA WEEKEND
Circulation 21.8 million in 563 newspapers
Headquarters: Arlington, Va.
Advertising offices: Chicago; Detroit; Los Angeles; New York
Gannett Media Technologies International
Cincinnati, Ohio
Gannett Offset
Headquarters: Springfield, Va.
Offset sites: Atlanta, Ga.; Chandler, Ariz.; Minneapolis, Minn.;
Miramar, Fla.; Nashville, Tenn.; Norwood, Mass.; Olivette, Mo.;
Pensacola, Fla.; Springfield, Va.
Gannett Offset Marketing Services Group
Gannett Direct Marketing Services, Inc.
Louisville, Ky.
Gannett TeleMarketing, Inc.
Headquarters: Springfield, Va.
Operations: Cambridge, Mass.; Cincinnati, Ohio; Columbia, Mo.;
Louisville, Ky.; Nashville, Tenn.; Silver Spring, Md.; Towson, Md.
Telematch
Springfield, Va.
Gannett Retail Advertising Group
Chicago
Gannett Satellite Information Network
Arlington, Va.
Gannett News Service
Headquarters: Arlington, Va.
Bureaus: Albany, N.Y.; Baton Rouge, La.; Columbus, Ohio; Harrisburg,
Pa.; Indianapolis, Ind.; Olympia, Wash.; Sacramento, Calif.;
Springfield, Ill.; Tallahassee, Fla.
- 70, 71, 72 -
<PAGE>
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.;
Hattiesburg, Miss.; Kankakee, Ill.; Lawrence, Kan.;
Mansfield, Ohio; Marin County, Calif.; Miramar, Fla.; Nashville, Tenn.;
Newark, Ohio; Norwood, Mass.; Olympia, Wash.; Pasadena, Texas;
Port Huron, Mich.; Richmond, Ind.; Rockaway, N.J.; St. Cloud, Minn.;
St. Louis; Salisbury, N.C.; Salt Lake City; San Bernardino, Calif.;
Springfield, Va.; Tarentum, Pa.; White Plains, N.Y.; Wilmington, Del.
International print sites: Frankfurt, Germany; Hong Kong;
London, England
Regional offices: Atlanta; Boston; Buffalo, N.Y.; Charlotte, N.C.;
Chicago; Cincinnati; Cleveland; Columbus, Ohio; Dallas; Denver;
Detroit; Houston; Indianapolis; Kansas City, Mo.; Las Vegas; Los Angeles;
Milwaukee; Minneapolis-St. Paul; Miramar, Fla.; Mountainside, N.J.;
Nashville, Tenn.; New Orleans; Orlando, Fla.; Philadelphia;
Phoenix, Ariz.; Pittsburgh; Port Washington, N.Y.; St. Louis;
San Francisco; Seattle; Springfield, Va.
International offices: Hong Kong; London, England; Paris, France; Singapore
Advertising offices: Arlington, Va.; Atlanta; Chicago; Dallas;
Detroit; London, England; Los Angeles; New York; San Francisco
USA TODAY Baseball Weekly Circulation 280,000
Editorial and advertising offices: Arlington, Va.
USATODAY.com Arlington, Va.
<TABLE>
BROADCASTING
Television stations
<CAPTION>
**
Weekly Joined
State City Station Channel/Network Audience Founded Gannett
- ---------------- --------------------- ------------ ----------------- ----------- -------- -------
<S> <C> <C> <C> <C> <C> <C>
Arizona Flagstaff KNAZ-TV Channel 2/NBC * 1970 1997
Kingman KMOH-TV Channel 6/NBC * 1988 1997
Phoenix KPNX-TV Channel 12/NBC 1,128,000 1953 1979
Arkansas Little Rock KTHV-TV Channel 11/CBS 373,000 1955 1994
California Sacramento KXTV-TV Channel 10/ABC 1,012,000 1955 1999
Colorado Denver KUSA-TV Channel 9/NBC 1,258,000 1952 1979
District of
Columbia Washington WUSA-TV Channel 9/CBS 1,983,000 1949 1986
Florida Jacksonville*** WTLV-TV Channel 12/NBC 471,000 1957 1988
Tampa-St. Petersburg WTSP-TV Channel 10/CBS 1,168,000 1965 1996
Georgia Atlanta WXIA-TV Channel 11/NBC 1,564,000 1948 1979
Macon WMAZ-TV Channel 13/CBS 228,000 1953 1995
Maine Bangor WLBZ-TV Channel 2/NBC 131,000 1954 1998
Portland WCSH-TV Channel 6/NBC 333,000 1953 1998
Michigan Grand Rapids WZZM-TV Channel 13/ABC 396,000 1962 1997
Minnesota Minneapolis-St. Paul KARE-TV Channel 11/NBC 1,311,000 1953 1983
Missouri St. Louis KSDK-TV Channel 5/NBC 1,065,000 1947 1995
New York Buffalo WGRZ-TV Channel 2/NBC 461,000 1954 1997
North Carolina Greensboro WFMY-TV Channel 2/CBS 579,000 1949 1988
Ohio Cleveland WKYC-TV Channel 3/NBC 1,305,000 1948 1995
South Carolina Columbia WLTX-TV Channel 19/CBS 240,000 1953 1998
Tennessee Knoxville WBIR-TV Channel 10/NBC 416,000 1956 1995
* Audience numbers fall below minimum reporting standards.
** Weekly audience is number of TV households reached, according to the
November 1999 Nielsen book.
*** On Nov. 16, 1999, Gannett entered into an agreement with Allbritton Jacksonville Inc. to
acquire and operate WJXX-TV, the ABC affiliate in Jacksonville, Fla. Gannett will also
continue to own and operate WTLV-TV, the NBC affiliate in Jacksonville. The transaction
is subject to FCC and other approvals.
</TABLE>
-73-
<PAGE>
<TABLE>
NEWSQUEST plc
<CAPTION>
Daily Newspapers
Circulation Circulation Circulation Joined
City Newspaper Morning Afternoon Saturday Founded Gannett
- --------------------- ------------------------------- ----------- ------------ ----------- ------- ---------
<S> <C> <C> <C> <C> <C> <C>
Basildon Evening Echo 44,342 1969 1999
Blackburn Lancashire Evening Telegraph 43,181 37,207 1886 1999
Bolton Bolton Evening News 41,636 32,927 1867 1999
Bradford Telegraph & Argus 52,766 50,200 1868 1999
Brighton Evening Argus 49,122 46,716 1880 1999
Colchester Evening Gazette 28,551 1970 1999
Darlington The Northern Echo 67,822* 67,822* 1870 1999
Oxford Oxford Mail 32,159 29,403 1928 1999
Swindon Evening Advertiser 26,584 22,899 1854 1999
Worcester Worcester Evening News 23,141 19,134 1837 1999
York Evening Press 41,945* 41,945* 1882 1999
* Monday-Saturday inclusive
Non-daily publications: North West, Yorkshire, North East, Midlands, South East, South West, Essex,
London, South Coast.
</TABLE>
-74-
<PAGE>
Gannett on the Net
News and information about Gannett is available on our Web site,
www.gannett.com.
The following Gannett properties also offer online services
or informational sites on the Internet:
Newspapers and Newspaper Division
USA TODAY www.usatoday.com
USA WEEKEND www.usaweekend.com
Asbury Park (N.J.) Press www.injersey.com/app
Asheville (N.C.) Citizen-Times www.citizen-times.com
The Bellingham (Wash.) Herald www.bellinghamherald.com
Press & Sun-Bulletin, Binghamton, N.Y. www.binghamtonpress.com
FLORIDA TODAY, Brevard County www.flatoday.com
Courier News, Bridgewater, N.J. www.c-n.com
The Idaho Statesman, Boise www.idahostatesman.com
The Burlington (Vt.) Free Press www.burlingtonfreepress.com
Courier-Post, Cherry Hill, N.J. www.courierpostonline.com
The Cincinnati Enquirer enquirer.com
The Des Moines Register DesMoinesRegister.com
The Detroit News detnews.com
Home News Tribune, East Brunswick, N.J. www.injersey.com/hnt
Star-Gazette, Elmira, N.Y. www.star-gazette.com
El Paso (Texas) Times www.elpasotimes.com
Fort Collins Coloradoan www.coloradoan.com
The News-Press, Fort Myers, Fla. www.news-press.com
Green Bay (Wis.) Press-Gazette www.greenbaypressgazette.com
The Greenville (S.C.) News greenvilleonline.com
The Honolulu Advertiser www.honoluluadvertiser.com
The Herald-Dispatch, Huntington, W.Va. www.hdonline.com
Iowa City (Iowa) Press-Citizen www.press-citizen.com
The Clarion-Ledger, Jackson, Miss. www.clarionledger.com
The Jackson (Tenn.) Sun www.jacksonsun.com
Journal and Courier, Lafayette, Ind. www.jconline.com
Lansing (Mich.) State Journal www.lansingstatejournal.com
The Courier-Journal, Louisville, Ky. www.courier-journal.com
Marin (County, Calif.) Independent
Journal www.marinij.com
The Montgomery (Ala.) Advertiser www.montgomeryadvertiser.com
Daily Record, Morristown, N.J. www.dailyrecord.com
The Tennessean, Nashville www.tennessean.com
The Olympian, Olympia, Wash. www.theolympian.com
The Desert Sun, Palm Springs, Calif. www.desertsunonline.com
Pensacola (Fla.) News Journal www.PensacolaNewsJournal.com
Poughkeepsie (N.Y.) Journal www.pojonews.com
Reno (Nev.) Gazette-Journal www.rgj.com
Rochester (N.Y.) Democrat and Chronicle www.democratandchronicle.com
Rockford (Ill.) Register Star www.rrstar.com
Argus Leader, Sioux Falls, S.D. www.argusleader.com
St. Cloud (Minn.) Times www.sctimes.com
Statesman Journal, Salem, Ore. www.statemansjournal.com
The Times, Shreveport, La. www.nwlouisiana.com
Springfield (Mo.) News-Leader www.ozarksgateway.com
Ocean County Observer, Toms River, N.J. www.injersey.com/observer
Tucscon (Ariz.) Citizen www.tucsoncitizen.com
Observer-Dispatch, Utica, N.Y. www.uticaod.com
Wausau (Wis.) Daily Herald www.wausaudailyherald.com
The Journal News, Westchester
County, N.Y. www.nyjournalnews.com
The News Journal, Wilmington, Del. www.delawareonline.com
Army Times www.armytimes.com
Navy Times www.navytimes.com
Marine Corps Times www.marinetimes.com
Air Force Times www.airforcetimes.com
Federal Times www.federaltimes.com
Defense News www.defensenews.com
Space News www.spacenews.com
Military City www.militarycity.com
Nursing Spectrum www.nursingspectrum.com
Gannett Direct Marketing Services www.gdms.com
Gannett Media Technologies
International www.gmti.com
Newsquest plc
Newsquest Media Group www.newsquest.co.uk
Broadcasting
WXIA-TV, Atlanta www.11alive.com
WLBZ-TV, Bangor, Maine www.wlbz.com
WKYC-TV, Cleveland, Ohio www.wkyc.com
WLTX-TV, Columbia, S.C. www.wltx.com
KUSA-TV, Denver www.9news.com
WFMY-TV, Greensboro, N.C. www.wfmy.com
WTLV-TV, Jacksonville, Fla. www.wtlv.com
WMAZ-TV, Macon, Ga. www.13wmaz.com
KARE-TV, Minneapolis-St. Paul www.kare11.com
KPNX-TV, Phoenix, Ariz. www.12news.com
WCSH-TV, Portland, Maine www.wcsh6.com
KXTV-TV, Sacramento, Calif. www.kxtv.com
KSDK-TV, St. Louis, Mo. www.ksdk.com
WTSP-TV, Tampa-St. Petersburg, Fla. www.wtsp.com
WUSA-TV, Washington, D.C. www.wusatv9.com
-75-
<PAGE>
Shareholder Services
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 Shareowner
Services,P.O. Box 64854, St. Paul, MN 55164-0854 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 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, 2000 at Gannett headquarters.
For more information
News and information about Gannett is available on our Web site
(www.gannett.com). Quarterly earnings information will be available
around the middle of April, July and October 2000.
Shareholders who wish to contact the company directly about their
Gannett stock should call Shareholder Services at Gannett headquarters,
703-284-6960.
Gannett Headquarters
1100 Wilson Boulevard
Arlington, VA 22234
703-284-6000
-77-
<PAGE>
SUBSIDIARY LIST
State of
Subsidiary Incorporation
THE ADVERTISER COMPANY ALABAMA
APP NEW JERSEY PUBLISHING CO., INC. DELAWARE
ARKANSAS TELEVISION COMPANY ARKANSAS
ARMY TIMES PUBLISHING COMPANY DELAWARE
ASBURY PARK PRESS INC. NEW JERSEY
BAXTER COUNTY NEWSPAPERS, INC. ARKANSAS
CALIFORNIA NEWSPAPERS, INC. CALIFORNIA
CAPE PUBLICATIONS, INC. KENTUCKY
CITIZEN PUBLISHING COMPANY ARIZONA
COMBINED COMMUNICATIONS CORPORATION
OF OKLAHOMA, INC. OKLAHOMA
DES MOINES REGISTER AND TRIBUNE COMPANY IOWA
THE DESERT SUN PUBLISHING COMPANY CALIFORNIA
THE DETROIT NEWS, INC. MICHIGAN
DETROIT NEWSPAPER AGENCY MICHIGAN
DIGIFARM, LLC MINNESOTA
EL PASO TIMES, INC. DELAWARE
FEDERATED PUBLICATIONS, INC. DELAWARE
GANNETT DIRECT MARKETING SERVICES, INC. KENTUCKY
GANNETT GEORGIA L.P. GEORGIA
GANNETT GEORGIA PUBLISHING, INC. DELAWARE
GANNETT HAWAII, INC. HAWAII
GANNETT KENTUCKY LIMITED PARTNERSHIP KENTUCKY
GANNETT MISSOURI PUBLISHING, INC. KANSAS
GANNETT NEW JERSEY PARTNERS L.P. DELAWARE
GANNETT NEW JERSEY RESOURCES CO., INC. DELAWARE
GANNETT PACIFIC CORPORATION HAWAII
GANNETT RETAIL ADVERTISING GROUP, INC. DELAWARE
GANNETT RIVER STATES PUBLISHING CORPORATION ARKANSAS
GANNETT SATELLITE INFORMATION NETWORK, INC. DELAWARE
GANNETT SUPPLY CORPORATION DELAWARE
GANNETT TELEMARKETING, INC. DELAWARE
GANNETT TENNESSEE L.P. TENNESSEE
GANNETT U.K. LIMITED UNITED KINGDOM
GANNETT VERMONT PUBLISHING, INC. DELAWARE
GANSAT NEW JERSEY PUBLISHING CO., INC. DELAWARE
GUAM PUBLICATIONS, INCORPORATED HAWAII
HAWAII NEWSPAPER AGENCY LIMITED PARTNERSHIP DELAWARE
KINSMAN REEDS LIMITED UNITED KINGDOM
KXTV, INC. MICHIGAN
MARY MORGAN, INC. WISCONSIN
MCCLURE NEWSPAPERS, INC. DELAWARE
MULTIMEDIA, INC. SOUTH CAROLINA
MULTIMEDIA OF CINCINNATI, INC. OHIO
MULTIMEDIA GEORGIA BROADCASTING, INC. SOUTH CAROLINA
MULTIMEDIA HOLDINGS CORPORATION SOUTH CAROLINA
MULTIMEDIA KSDK, INC. SOUTH CAROLINA
MULTIMEDIA PUBLISHING OF NORTH CAROLINA, INC. SOUTH CAROLINA
MULTIMEDIA PUBLISHING OF SOUTH CAROLINA, INC. SOUTH CAROLINA
MULTIMEDIA TENNESSEE BROADCASTING, INC. SOUTH CAROLINA
MULTIMEDIA TENNESSEE PUBLISHING, INC. DELAWARE
NEW JERSEY PRESS, INC. NEW JERSEY
NEWSQUEST PLC UNITED KINGDOM
NEWSQUEST CAPITAL PLC UNITED KINGDOM
NEWSQUEST (BRADFORD) LIMITED UNITED KINGDOM
NEWSQUEST (CHESHIRE/MERSEYSIDE) LIMITED UNITED KINGDOM
NEWSQUEST (ESSEX) LIMITED UNITED KINGDOM
NEWSQUEST (KENDAL) UNITED KINGDOM
NEWSQUEST (LANCASHIRE) LIMITED UNITED KINGDOM
NEWSQUEST (LONDON) LIMITED UNITED KINGDOM
NEWSQUEST (MIDLANDS SOUTH) LIMITED UNITED KINGDOM
NEWSQUEST (NORTHEAST) LIMITED UNITED KINGDOM
NEWSQUEST (OXFORDSHIRE) LIMITED UNITED KINGDOM
NEWSQUEST (SUSSEX) LIMITED UNITED KINGDOM
NEWSQUEST (WILTSHIRE) LIMITED UNITED KINGDOM
NEWSQUEST (YORK) LIMITED UNITED KINGDOM
OKLAHOMA PRESS PUBLISHING COMPANY OKLAHOMA
P&S GEORGIA BROADCASTING, INC. DELAWARE
PACIFIC MEDIA, INC. DELAWARE
PACIFIC AND SOUTHERN COMPANY, INC. DELAWARE
PRESS-CITIZEN COMPANY INC. IOWA
RENO NEWSPAPERS, INC. NEVADA
SALINAS NEWSPAPERS INC. CALIFORNIA
STI TENNESSEE PUBLISHING, INC. DELAWARE
THE SUN COMPANY OF SAN BERNARDINO,
CALIFORNIA CALIFORNIA
THE TIMES HERALD COMPANY MICHIGAN
THE TIMES JOURNAL CO. FSC, INC. VIRGIN ISLANDS
TNI PARTNERS ARIZONA
TUCKER COMMUNICATIONS, INC. DELAWARE
TUCKER COMMUNICATIONS, INC. NEW YORK
TUCKER COMMUNICATIONS CONNECTICUT, INC. NEW YORK
TUCKER COMMUNICATIONS GREENWICH, INC. NEW YORK
USA TODAY INTERNATIONAL CORPORATION DELAWARE
USA WEEKEND, INC. DELAWARE
VISALIA NEWSPAPERS INC. CALIFORNIA
WFMY TELEVISION CORP. NORTH CAROLINA
WKYC HOLDINGS, INC. DELAWARE
WKYC-TV, INC. DELAWARE
The company has omitted the names of 178 wholly-owned subsidiaries,
which in the aggregate would not constitute a significant
subsidiary of the company.
<PAGE>
Exhibit 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statements on Form S-3 (Nos. 33-63673, 33-58686 and 33-53159) and
on Form S-8 (Nos. 2-63038, 2-84088, 33-15319, 33-16790, 33-28413, 33-35305,
33-50813, 33-64959, 333-04459, 333-03941, 333-61859, and 333-66051) of Gannett
Co., Inc. of our report dated January 31, 2000 relating to the financial
statements which appears on page 51 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/PRICEWATERHOUSECOOPERS LLP
- -----------------------------
PRICEWATERHOUSECOOPERS LLP
Washington, D.C.
March 17, 2000
<PAGE>
<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-26-1999
<PERIOD-START> DEC-28-1998
<PERIOD-END> DEC-26-1999
<CASH> 46,148,000
<SECURITIES> 12,000
<RECEIVABLES> 831,376,000
<ALLOWANCES> 30,694,000
<INVENTORY> 95,014,000
<CURRENT-ASSETS> 1,075,222,000
<PP&E> 3,883,912,000
<DEPRECIATION> 1,660,060,000
<TOTAL-ASSETS> 9,006,446,000
<CURRENT-LIABILITIES> 883,778,000
<BONDS> 0
<COMMON> 324,421,000
0
0
<OTHER-SE> 4,305,225,000
<TOTAL-LIABILITY-AND-EQUITY> 9,006,446,000
<SALES> 5,260,190,000
<TOTAL-REVENUES> 5,260,190,000
<CGS> 2,608,469,000
<TOTAL-COSTS> 3,697,089,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 94,619,000
<INCOME-PRETAX> 1,527,187,000
<INCOME-TAX> 607,800,000
<INCOME-CONTINUING> 919,387,000
<DISCONTINUED> 38,541,000
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 957,928,000
<EPS-BASIC> 3.43
<EPS-DILUTED> 3.40
<PAGE>
</TABLE>
<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-27-1998
<PERIOD-START> DEC-29-1997
<PERIOD-END> DEC-27-1998
<CASH> 60,103,000
<SECURITIES> 6,084,000
<RECEIVABLES> 683,683,000
<ALLOWANCES> 19,143,000
<INVENTORY> 87,176,000
<CURRENT-ASSETS> 906,385,000
<PP&E> 3,666,743,000
<DEPRECIATION> 1,602,960,000
<TOTAL-ASSETS> 6,979,480,000
<CURRENT-LIABILITIES> 727,967,000
<BONDS> 0
<COMMON> 324,421,000
0
0
<OTHER-SE> 3,655,403,000
<TOTAL-LIABILITY-AND-EQUITY> 6,979,480,000
<SALES> 4,880,691,000
<TOTAL-REVENUES> 4,880,691,000
<CGS> 2,498,876,000
<TOTAL-COSTS> 3,494,877,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 79,412,000
<INCOME-PRETAX> 1,611,725,000
<INCOME-TAX> 645,300,000
<INCOME-CONTINUING> 966,425,000
<DISCONTINUED> 33,488,000
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 999,913,000
<EPS-BASIC> 3.53
<EPS-DILUTED> 3.50
<PAGE>
</TABLE>
<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-28-1997
<PERIOD-START> DEC-30-1996
<PERIOD-END> DEC-28-1997
<CASH> 45,059,000
<SECURITIES> 7,719,000
<RECEIVABLES> 656,331,000
<ALLOWANCES> 18,020,000
<INVENTORY> 101,080,000
<CURRENT-ASSETS> 884,634,000
<PP&E> 3,754,837,000
<DEPRECIATION> 1,562,795,000
<TOTAL-ASSETS> 6,890,351,000
<CURRENT-LIABILITIES> 767,501,000
<BONDS> 0
<COMMON> 324,421,000
0
0
<OTHER-SE> 3,155,315,000
<TOTAL-LIABILITY-AND-EQUITY> 6,890,351,000
<SALES> 4,474,228,000
<TOTAL-REVENUES> 4,474,228,000
<CGS> 2,272,080,000
<TOTAL-COSTS> 3,211,986,000
<OTHER-EXPENSES> 15,564,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 98,242,000
<INCOME-PRETAX> 1,154,953,000
<INCOME-TAX> 473,600,000
<INCOME-CONTINUING> 681,353,000
<DISCONTINUED> 31,326,000
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 712,679,000
<EPS-BASIC> 2.52
<EPS-DILUTED> 2.50
<PAGE>
</TABLE>
<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-29-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-29-1996
<CASH> 27,179,000
<SECURITIES> 4,023,000
<RECEIVABLES> 588,037,000
<ALLOWANCES> 18,942,000
<INVENTORY> 73,621,000
<CURRENT-ASSETS> 766,605,000
<PP&E> 3,423,400,000
<DEPRECIATION> 1,429,340,000
<TOTAL-ASSETS> 6,349,597,000
<CURRENT-LIABILITIES> 718,996,000
<BONDS> 0
<COMMON> 162,210,000
0
0
<OTHER-SE> 2,768,608,000
<TOTAL-LIABILITY-AND-EQUITY> 6,349,597,000
<SALES> 4,188,607,000
<TOTAL-REVENUES> 4,188,607,000
<CGS> 2,282,103,000
<TOTAL-COSTS> 3,169,329,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 135,563,000
<INCOME-PRETAX> 1,039,540,000
<INCOME-TAX> 442,900,000
<INCOME-CONTINUING> 596,640,000
<DISCONTINUED> 346,447,000
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 943,087,000
<EPS-BASIC> 3.35
<EPS-DILUTED> 3.33
<PAGE>
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<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-31-1995
<PERIOD-START> DEC-26-1994
<PERIOD-END> DEC-31-1995
<CASH> 46,962,000
<SECURITIES> 23,000
<RECEIVABLES> 610,078,000
<ALLOWANCES> 22,182,000
<INVENTORY> 111,653,000
<CURRENT-ASSETS> 854,084,000
<PP&E> 3,559,666,000
<DEPRECIATION> 1,488,979,000
<TOTAL-ASSETS> 6,503,800,000
<CURRENT-LIABILITIES> 812,772,000
<BONDS> 0
<COMMON> 162,210,000
0
0
<OTHER-SE> 1,983,438,000
<TOTAL-LIABILITY-AND-EQUITY> 6,503,800,000
<SALES> 3,726,036,000
<TOTAL-REVENUES> 3,726,036,000
<CGS> 2,076,935,000
<TOTAL-COSTS> 2,908,905,000
<OTHER-EXPENSES> 3,760,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 52,175,000
<INCOME-PRETAX> 768,710,000
<INCOME-TAX> 312,084,000
<INCOME-CONTINUING> 456,626,000
<DISCONTINUED> 20,636,000
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 477,262,000
<EPS-BASIC> 1.70
<EPS-DILUTED> 1.69
<PAGE>
</TABLE>
