Item 1. Business. Form 10-K Information (Annual Report pp. 49-59); Note 10 - Business Segment Information (Annual Report pp. 44-45).
Item 2.
Item 2. Properties. Properties (Annual Report pp. 53, 54, 56, 58 and 59); Corporate Facilities (Annual Report p. 59); Markets We Serve (Annual Report pp. 64-66).
Item 3.
Item 3. Legal Proceedings. Note 9 - Commitments, Contingent Liabilities and Other Matters (Annual Report pp. 43-44); Regulation (Annual Report p. 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); Company Profile (Annual Report, inside Related Stockholder front cover); Matters Gannett Common Stock Prices (Annual Report p. 22); Dividends (Annual Report p. 31).
Item 6.
Item 6. Selected Financial Eleven-Year Summary and Notes Data. to Eleven-Year Summary (Annual Report pp. 46-48).
Item 7.
Item 7. Management's Discussion Management's Discussion and and Analysis of Analysis Financial Condition and of Results of Operations and Results of Operations. Financial Position (Annual Report pp. 23-31).
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Item 8.
Item 8. Financial Statements Consolidated Financial and Supplementary Data. Statements and Notes to Consolidated Financial State- ments (Annual Report pp. 32-45). Effects of Inflation and changing prices (Annual Report p. 31); Quarterly Statements of Income (Annual Report p. 61).
Item 9.
Item 9. Changes in and None. Disagreements 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 Registrant. below:
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 - Senior Vice President, General Counsel, and Secretary. Richard L. Clapp - Senior Vice President, Personnel. 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. John J. Curley - Chairman, President, and Chief Executive Officer. Thomas Curley - President and Publisher, USA TODAY. Philip R. Currie - Senior 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. John B. Jaske - Senior Vice President, Labor Relations and Assistant General Counsel. Bern Mebane - Senior Group President, Gannett Piedmont Newspaper Group. 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, Wilmington (Delaware) News Journal.
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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. 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 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.
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.
Item 12. Security Ownership of Incorporated by Certain reference to the Beneficial Owners and Company's Proxy Statement Management. pursuant to General Instruction G(3) to Form 10-K.
Item 13.
Item 13. Certain Relationships Incorporated by and reference to the Related Transactions. Company's Proxy Statement pursuant to General Instruction G(3) to Form 10-K.
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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 32 through 45 of the Company's 1995 Annual Report to Shareholders and are incorporated herein by reference:
Consolidated Balance Sheets as of December 31, 1995 and December 25, 1994.
Consolidated Statements of Income - Fiscal Years Ended December 31, 1995, December 25, 1994, and December 26, 1993.
Consolidated Statements of Cash Flows - Fiscal Years Ended December 31, 1995, December 25, 1994, and December 26, 1993.
Consolidated Statements of Changes in Shareholders' Equity - Fiscal Years Ended December 31, 1995, December 25, 1994, and December 26, 1993.
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 62 through 63 of the Company's 1995 Annual Report to Shareholders:
Schedule V - Property, Plant and Equipment.
Schedule VI - Accumulated Depreciation and Amortization of Property, Plant and Equipment.
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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.
A Current Report on Form 8-K dated December 5, 1995 was filed in connection with the acquisition of Multimedia, Inc.
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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 February 6, 1996 appearing on page 45 of the 1995 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. February 6, 1996
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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 20, 1996 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 20, 1996 /s/John J. Curley ----------------- John J. Curley, Director, and Chairman, President and Chief Executive Officer
Dated: February 20, 1996 /s/Douglas H. McCorkindale -------------------------- Douglas H. McCorkindale, Director, and Vice Chairman, and Chief Financial and Administrative Officer
Dated: February 20, 1996 /s/Larry F. Miller ------------------ Larry F. Miller, Senior Vice President, Financial Planning, and Controller
Dated: February 20, 1996 /s/Andrew F. Brimmer -------------------- Andrew F. Brimmer, Director
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Dated: February 20, 1996 /s/Meredith A. Brokaw --------------------- Meredith A. Brokaw, Director
Dated: February 20, 1996 /s/Rosalynn Carter ------------------ Rosalynn Carter, Director
Dated: February 20, 1996 /s/Peter B. Clark ----------------- Peter B. Clark, Director
Dated: February 20, 1996 /s/Stuart T.K. Ho ----------------- Stuart T.K. Ho, Director
Dated: February 20, 1996 /s/Drew Lewis ------------- Drew Lewis, Director
Dated: February 20, 1996 /s/Josephine P. Louis --------------------- Josephine P. Louis, Director
Dated: February 20, 1996 /s/Rollan D. Melton ------------------- Rollan D. Melton, Director
Dated: February 20, 1996 /s/Thomas A. Reynolds, Jr. -------------------------- Thomas A. Reynolds, Jr., Director
Dated: February 20, 1996 --------------------------- Carl T. Rowan, Director
Dated: February 20, 1996 /s/Dolores D. Wharton --------------------- Dolores D. Wharton, Director
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EXHIBIT INDEX
Exhibit Number Exhibit Location - ------- ----------------------------- ---------------------------------- 2-1 Agreement and Plan of Incorporated by reference to Merger dated as of July 24, Exhibit 99 to 1995 between Gannett Co., Gannett Co., Inc.'s Form 8-K and Multimedia, Inc. filed on July 26, 1995.
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 Exhibit 3-1 the 1993 Form 10-K. Certificate of Incorporation.
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 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 to $1,000,000 Revolving Exhibit 4-2 Credit Agreement among to Gannett Co., Inc.'s Form 10-Q Gannett Co., Inc. and the for the fiscal quarter ended Banks named therein. June 26, 1994.
4-3 Amendment Number Two to Attached. $1,500,000,000 Revolving Credit Agreement among Gannett Co., Inc. and the Banks named therein.
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4-4 Indenture dated as of March 1, Incorporated by reference to Exhibit 4-2 1983 between Gannett Co., Inc. to Gannett Co., Inc.'s Form 10-K for the and Citibank, N.A., as Trustee. fiscal year ended December 29, 1985.
4-5 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 filed on Citibank, N.A., as Trustee, and November 9, 1986. Sovran Bank, N.A., as Successor Trustee.
4-6 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 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 Curley.* ("1992 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 Agreement dated January 5, Incorporated by reference to 1995 between Gannett Tele- Gannett Co., Inc.'s Form 10-K vision and CTR Productions. for the fiscal year ended December 25, 1994.
10-4 Gannett Co., Inc. 1978 Incorporated by reference to Executive Long-Term Incentive Exhibit 10-3 to 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.
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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. Supplemental Incorporated by reference to Exhibit Retirement Plan, as amended.* 10-8 to 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 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. 1995 Amendments attached in Exhibit 10-7.
10-8 Gannett Co., Inc. 1987 Incorporated by reference to Deferred Compensation Plan, Exhibit 10-8 as restated.* to the 1993 Form 10-K.
10-9 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.
11 Statement re computation of Attached. earnings per share.
13 Portions of 1995 Annual Report Attached. to Shareholders incorporated by reference.
21 Subsidiaries of Gannett Co., Attached. 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.
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