Item 1. Business. Form 10-K Information (Annual Report pp. 47-55,58-59); Note 10 - Business Segment Information (Annual Report p. 42).
Item 2.
Item 2. Properties. Properties (Annual Report pp. 50, 51 and 53); Corporate Facilities (Annual Report p. 53); Markets We Serve (Annual Report pp. 60-64).
Item 3.
Item 3. Legal Proceedings. Note 9 - Commitments, Contingent Liabilities and Other Matters (Annual Report p. 42); Regulation (Annual Report pp. 51, 52 and 53).
Item 4.
Item 4. Submission of Matters Not Applicable. to a Vote of Security Holders.
Part II
Item 5.
Item 5. Market for Registrant's Gannett Shareholder Services Common Equity and (Annual Report inside back cover); Related Stockholder Company Profile (Annual Report p. 1); Matters. Gannett Common Stock Prices (Annual Report p. 21); Dividends (Annual Report p. 29).
Item 6.
Item 6. Selected Financial Eleven-Year Summary and Notes to Data. Eleven-Year Summary (Annual Report pp. 44-46).
Item 7.
Item 7. Management's Discussion Management's Discussion and and Analysis of Analysis of Results of Operations Financial Condition and and Financial Position (Annual Report Results of Operations. pp. 22-29).
Item 8.
Item 8. Financial Statements Consolidated Financial and Supplementary Data. Statements and Notes to Consolidated Financial State- ments (Annual Report pp. 30- 42); Effects of Inflation and Changing Prices (Annual Report p. 29); Quarterly Statements of Income (Annual Report pp. 56- 57).
Item 9.
Item 9. Changes in and Disagree- None. ments with Accountants on Accounting and Financial Disclosure.
Part III
Item 10.
Item 10. Directors and Executive Executive Officers of the Officers of the Company are listed below: Registrant.
Denise H. Bannister - Group President, Gannett Gulf Coast Newspaper Group, and President and Publisher, Pensacola News Journal. Sara M. Bentley - Group President, Gannett Northwest Newspaper Group, and President and Publisher, Statesman Journal. Thomas L. Chapple - General Counsel, Vice President, and Secretary. Susan Clark-Jackson - Senior Group President, Gannett Pacific Newspaper Group, and President and Publisher, Reno Gazette-Journal. Michael J. Coleman - Senior Group President, Gannett South Newspaper Group, and President and Publisher, FLORIDA TODAY at Brevard County. John J. Curley - Chairman, President, and Chief Executive Officer. Thomas Curley - President and Publisher, USA TODAY. Philip R. Currie - Vice President, News, Gannett Newspaper Division. Donald W. Davidson - President, Gannett Outdoor Group. Gerard R. DeFrancesco - President, Gannett Radio. Millicent A. Feller - Senior Vice President, Public Affairs and Government Relations. Lawrence P. Gasho - Vice President, Financial Analysis. George R. Gavagan - Vice President, Corporate Accounting Services. Madelyn P. Jennings - Senior Vice President, Personnel. Douglas H. McCorkindale - Vice Chairman, and Chief Financial and Administrative Officer. Larry F. Miller - Senior Vice President, Financial Planning, and Controller. W. Curtis Riddle - Senior Group President, Gannett East Newspaper Group, and President and Publisher, The News Journal. Carleton F. Rosenburgh - Senior Vice President, Gannett Newspaper Division. Gary F. Sherlock - Group President, Gannett Atlantic Newspaper Group, and President and Publisher, Gannett Suburban Newspapers. Mary P. Stier - Group President, Gannett Midwest Newspaper Group, and President and Publisher, Rockford Register Star. Jimmy L. Thomas - Senior Vice President, Financial Services and Treasurer. Ronald Townsend - President, Gannett Television. Cecil L. Walker - President, Gannett Broadcasting Division. Gary L. Watson - President, Gannett Newspaper Division. Susan V. Watson - Vice President, Investor Relations.
Information concerning the Executive Officers of the Company is included in the Annual Report on pages 18 through 19. Information concerning the Board of Directors of the Company is incorporated by reference to the Company's definitive Proxy Statement pursuant to General Instruction G(3) to Form 10-K.
Item 11.
Item 11. Executive Compensation. Incorporated by reference to the Company's definitive Proxy Statement pursuant to General Instruction G(3) to Form 10-K.
Item 12.
Item 12. Security Ownership of Incorporated by Certain reference to the Beneficial Owners and Company's definitive Proxy Management. Statement pursuant to General Instruction G(3) to Form 10-K.
Item 13.
Item 13. Certain Relationships Incorporated by and Related reference to the Transactions. Company's definitive Proxy Statement pursuant to General Instruction G(3) to Form 10-K.
Part IV
Item 14.
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a) Financial Statements, Financial Statement Schedules and Exhibits.
(1) Financial Statements.
The following financial statements of the Company and the accountants' report thereon are included on pages 30 through 43 of the Company's 1994 Annual Report to Shareholders and are incorporated herein by reference:
Consolidated Balance Sheets as of December 25, 1994 and December 26, 1993.
Consolidated Statements of Income - Fiscal Years Ended December 25, 1994, December 26, 1993, and December 27, 1992.
Consolidated Statements of Cash Flows - Fiscal Years Ended December 25, 1994, December 26, 1993, and December 27, 1992.
Consolidated Statements of Changes in Shareholders' Equity - Fiscal Years Ended December 25, 1994, December 26, 1993, and December 27, 1992.
Notes to Consolidated Financial Statements.
Report of Independent Accountants.
(2) Financial Statement Schedules.
The following financial statement schedules are incorporated by reference to "Schedules to Form 10-K Information" appearing on pages 58 through 59 of the Company's 1994 Annual Report to Shareholders:
Schedule V - Property, Plant and Equipment.
Schedule VI - Accumulated Depreciation and Amortization of Property, Plant and Equipment.
Schedule VIII - Valuation and Qualifying Accounts.
Schedule X - Supplementary Income Statement Information.
The Report of Independent Accountants on Financial Statement Schedules appears on page 8 of this Annual Report on Form 10-K.
Note: Financial statements of the registrant are omitted as the registrant is primarily an operating company and the aggregate of the minority interest in and the debt of consolidated subsidiaries is not material in relation to total consolidated assets. All other schedules are omitted as the required information is not applicable or the information is presented in the consolidated financial statements or related notes.
(3) Pro Forma Financial Information.
Not Applicable.
(4) Exhibits.
See Exhibit Index for list of exhibits filed with this Annual Report on Form 10-K. Management contracts and compensatory plans or arrangements are identified with asterisks on the Exhibit Index.
(b) Reports on Form 8-K.
None.
REPORT OF INDEPENDENT ACCOUNTANTS ON FINANCIAL STATEMENT SCHEDULES
To the Board of Directors and Shareholders of Gannett Co., Inc.
Our audits of the consolidated financial statements referred to in our report dated January 26, 1995 appearing on page 43 of the 1994 Annual Report to Shareholders of Gannett Co., Inc. (which report and consolidated financial statements are incorporated by reference in this Annual Report on Form 10-K) also included an audit of the Financial Statement Schedules listed in Item 14(a) of this Form 10-K. In our opinion, these Financial Statement Schedules present fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.
s/ Price Waterhouse LLP ----------------------- PRICE WATERHOUSE LLP
Washington, D.C. January 26, 1995
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: February 21, 1995 GANNETT CO., INC. (Registrant)
By s/ Douglas H. McCorkindale -------------------------- Douglas H. McCorkindale, Vice Chairman, and Chief Financial and Administrative Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated.
Dated: February 21, 1995 By s/ John J. Curley ----------------- John J. Curley, Director, and Chairman, President and Chief Executive Officer
Dated: February 21, 1995 By s/ Douglas H. McCorkindale -------------------------- Douglas H. McCorkindale, Director, and Vice Chairman, and Chief Financial and Administrative Officer
Dated: February 21, 1995 By s/ Larry F. Miller ------------------ Larry F. Miller, Senior Vice President, Financial Planning, and Controller
Dated: February 21, 1995 By s/ Andrew F. Brimmer -------------------- Andrew F. Brimmer, Director
Dated: February 21, 1995 By s/ Meredith A. Brokaw --------------------- Meredith A. Brokaw, Director
Dated: February 21, 1995 By s/ Rosalynn Carter ------------------ Rosalynn Carter, Director
Dated: February 21, 1995 By s/ Peter B. Clark ----------------- Peter B. Clark, Director
Dated: February 21, 1995 By s/ Stuart T. K. Ho ------------------ Stuart T.K. Ho, Director
Dated: February 21, 1995 By ---------------------- Josephine P. Louis, Director
Dated: February 21, 1995 By s/ Rollan D. Melton ------------------- Rollan D. Melton, Director
Dated: February 21, 1995 By s/ Thomas A. Reynolds --------------------- Thomas A. Reynolds, Jr., Director
Dated: February 21, 1995 By s/ Carl T. Rowan ---------------- Carl T. Rowan, Director
Dated: February 21, 1995 By s/ Dolores D. Wharton --------------------- Dolores D. Wharton, Director
EXHIBIT INDEX
Exhibit Number Exhibit Location ------- --------------------------- -------------------------------------- 3-1 Second Restated Certificate Incorporated by reference to of Incorporation of Gannett Exhibit 3-1 to Co., Inc. Gannett Co., Inc's Form 10-K for the fiscal year ended December 26, 1993 ("1993 Form 10-K").
Amendment to Restated Incorporated by reference to Certificate of Incorporation. Exhibit 3-1 to the 1993 Form 10-K.
3-2 By-laws of Gannett Co., Inc. Incorporated by reference to Exhibit 3-2 to the 1993 Form 10-K.
4-1 $1,000,000,000 Revolving Incorporated by reference to Exhibit 4-1 Credit Agreement among to the 1993 Form 10-K. Gannet Co., Inc. and the Banks named therein.
4-2 Amendment Number One Incorporated by reference to Exhibit 4-2 to $1,000,000,000 Revolving to Gannett Co., Inc.'s Form 10-Q for the Credit Agreement among fiscal quarter ended June 26, 1994. Gannett Co., Inc. and the Banks named therein.
4-3 Indenture dated as of Incorporated by reference to Exhibit 4-2 March 1, 1983 between to Gannett Co., Inc.'s Form Gannett Co., Inc. 10-K for the fiscal and Citibank, N.A., year ended December 29, 1985. as Trustee.
4-4 First Supplemental Indenture Incorporated by reference to dated as of November 5, 1986 Exhibit 4 to among Gannett Co., Inc., Gannett Co., Inc.'s Form 8-K Citibank, N.A., as Trustee, filed on and Sovran Bank, N.A., as November 9, 1986. Successor Trustee.
4-5 Rights Plan. Incorporated by reference to Exhibit 1 to Gannett Co., Inc.'s Form 8-K filed on May 23, 1990.
10-1 Employment Agreement dated Incorporated by reference to December 7, 1992 between Gannett Co., Gannett Co., Inc. and Inc.'s Form 10-K for the fiscal John J. Curley.* year ended December 27, 1992 ("1992 Form 10-K").
10-2 Employment Agreement dated Incorporated by reference to December 7, 1992 between the 1992 Form 10-K. Gannett Co., Inc. and Douglas H. McCorkindale.*
10-3 Agreement dated Attached. January 3, 1995 between Gannett Television and CTR Productions, Inc.*
10-4 Gannett Co., Inc. 1978 Incorporated by Executive Long-Term reference to Exhibit 10-3 to Incentive Plan.* Gannett Co., Inc.'s Form 10-K for the fiscal year ended December 28, 1980. Amendment No. 1 incorporated by reference to Exhibit 20-1 to Gannett Co., Inc.'s Form 10-K for the fiscal year ended December 27, 1981. Amendment No. 2 incorporated by reference to Exhibit 10-2 to Gannett Co., Inc.'s Form 10-K for the fiscal year ended December 25, 1983. Amendments Nos. 3 and 4 incorporated by reference to Exhibit 4-6 to Gannett Co., Inc.'s Form S-8 Registration Statement No. 33- 28413 filed on May 1, 1989. Amendments Nos. 5 and 6 incorporated by reference to Exhibit 10-8 to Gannett Co., Inc.'s Form 10-K for the fiscal year ended December 31, 1989.
10-5 Description of supplemental Incorporated by reference to insurance benefits.* Exhibit 10-4 to the 1993 Form 10-K.
10-6 Gannett Co., Inc. Incorporated by reference Supplemental Retirement to Exhibit 10-8 to Plan, as amended.* Gannett Co., Inc's Form 10-K for the fiscal year ended December 27, 1986 ("1986 Form 10-K").
10-7 Gannett Co., Inc. Retirement Incorporated by reference Plan for Directors.* to Exhibit 10-10 to the 1986 Form 10-K. 1991 Amendment incorporated by reference to Exhibit 10-2 to Gannett Co., Inc.'s Form 10-Q for the quarter ended September 29, 1991.
10-8 Gannett Co., Inc. 1987 Incorporated by reference Deferred to Exhibit 10-8 Compensation Plan, to the 1993 Form 10-K. as restated.
10-9 Gannett Co., Inc. Incorporated by reference Transitional to Exhibit 10-13 to Compensation Plan.* Gannett Co., Inc.'s Form 10-K for the fiscal year ended December 30, 1990.
11 Statement re computation of Attached. earnings per share.
13 Portions of 1994 Attached. Annual Report to Shareholders incorporated by reference.
21 Subsidiaries of Attached. Gannett Co., Inc.
23 Consent of Independent Attached. Accountants.
27 Financial Data Schedule. Attached.
The Company agrees to furnish to the Commission, upon request, a copy of each agreement with respect to long- term debt not filed herewith in reliance upon the exemption from filing applicable to any series of debt which does not exceed 10% of the total consolidated assets of the Company.
* Asterisks identify management contracts, and compensatory plans or arrangements.