The AR Answer Man

Questions for 1999

Welcome. This forum is aimed at annual report producers sharing their concerns and questions about the industry...and receiving, gratis, a quick, to-the-point response from Sid Cato, the AR Answer Man. Your query, and Sid's response, will be shared with others on Sid's Official Annual Report Website, creating a body of knowledge concerning the annual report industry worldwide.


  1. All the newscasters are saying horrible things are in store for business and industry and people like me—because of the Y2K problem. Is this something I need to worry about?

  2. Among last year's AR Answer Man questions (No. 48, to be precise), you raved about the 1997 Aetna report, but noted it was an also-ran. I'm confused. Please explain. If was so great, why wasn't it named to the list of 10 best worldwide?

  3. What are examples—good and otherwise—of recent annuals produced by companies having a tough year or facing a turnaround situation? In what ways do these reports need to be different than others?

  4. What do you think of using "Value" or the like as an annual report theme? Can’t a company do a lot better than that?

  5. Do annual reports ever contain really good photography? Or is most of the stuff that's published old hat?

  6. Please comment on the use of false third-dimensionality in charts and graphs to display two-dimensional data.

  7. Please rush me copies of all the annual reports you have. My class assignment is overdue and I'll get a flunking grade if you don't help me.

  8. For a graduate class I am trying to get 1998 financial reports for Hershey Foods. Can you help??

  9. I've been proofreading annuals for several years. Today a client asked if there is a minimum legal type size for financial statements. I'd never been informed of such a thing. Would you happen to know?

  10. Many companies now have Internet voting for their proxies. If a stockholder informs the company that he/she can read the annual report and proxy statement online, can the company discontinue mailing paper copies of these documents and notify the stockholder by email that they are available for viewing on the company's website?

  11. Several questions for you: First, what’s the approximate quantity of annuals printed in the USA annually? Second, what’s the approximate amount of money spent each year? Third, what percentage of the annuals in my first question are published online or as CD-ROM, etc.?

  12. Do most companies use themes in their annual reports? What's the trend? And do you approve?

  13. In the text of an annual report or in the letter to shareholders, should you capitalize the word "company" when used by itself? Example: Our 1997 results demonstrate the Company's continued ability to deliver superior financial performance.

  14. Can you refer me to an annual report which would show me a good footnote disclosure of the "built in capital gains tax" for a company that just elected subchapter S?

  15. I am an in-house graphic designer for a software company. My company has tapped me as the sole producer of the annual report, though I've never produced one. I think they expect the world of me and I don't want to disappoint them. I have come up with a theme and some creative ideas. Again, I'm one guy who's probably going to have some problems when the shakedown happens. Any suggestions or advice to a young, inexperienced designer?

  16. When you advocate 11-year financial data, what precisely do you mean? And why?

  17. We’re getting requests from numerous international locations wanting to create regional versions of our annual report. These range from translating all or part of our existing report to creating their own content and art while using our cover and/or look-and-feel of the corporate document. I’m drafting guidelines in response to these requests. Clearly, any material in the corporate report that involved approval from clients is hands off—they signed off for use only in the corporate document. (Most were adamant about this.) Also, unless these international locations are required by law to report additional financial data, I don’t believe we can sanction the publication of supplementary regional financial results. Still, there are a lot of grey areas to deal with. Have you grappled with this issue of "son-of- annual reports" before?

  18. Are acknowledgements ever made in an annual report? If so, what are the guidelines for crediting people? If you had to put credits in, who would you acknowledge?

  19. Most of your published information I've been able to access has dealt with Fortune 500 companies and large press runs. Do you have any current figures on costs per copy for press runs of 10,000 and under, in four colors?

  20. What is your opinion on splitting the book? I know of a very high-profile company that is considering not coming out with the front communications section till six weeks after the financials are released. What are the pitfalls of this approach?

  21. I'm consulting for a multinational group of science and engeering companies. It has more than 1,900 employees in 80 offices throughout Asia, Australia, Canada, Europe, South America and the United States. More than 40% (primarily senior associates) are shareholders of the company. The annual report only goes to shareholders, but I think it's a valuable communications tool and all employees should receive it, so that they can better understand the company's mission and objectives and see tangible proof of how the company is performing relative to those objectives. I also believe that this information will foster an esprit de corps and become a vital link in our global communications efforts. The principals want me to provide statements from annual report gurus on why this is a good idea. What do you think?

  22. With regard to question-and-answer formats, should the president/CEO be interviewed orally or should the responses be written (as if a test)? Should the president/CEO be given the questions in advance of an interview (if that is the preferred method)? Are outsiders better for developing questions/conducting interviews? How much editing is allowed after responses have been given? I’m treasurer of my company.

  23. Since we're long-time friends, Sid, would you mind telling me what you think of the Intimate Brands report? I'm doing some PR for the design firm on that job and I'd like to be able to share your reaction with my client. What do you think, Sid? You're the guru of annual reports, and we're friends, after all.

  24. How do you pick the world's 10 best annual reports? Do your personal feelings play a role in the selection?

  25. Have you ever analyzed annuals to see how many (and how) companies are reporting their Economic Value-Added performance? Or do you plan to? Problem is there’s no standard way of calculating EVA. And doesn’t it bring confusion to use an EVA performance when another company listing its EVA could be treating things like cash, goodwill, etc., differently?

  26. Sometime ago, I believe you named the dozen best firms specializing in designing annual reports. Where can I find the list, and do your choices still hold—in other words, who would you recommend today?

  27. I’m trying to find a service from which I can order annuals that meet a certain criteria, such as revenue or asset size. Can you point me in the right direction, or is this something I can do through your site?

  28. Are you aware of any companies that use video in conjuction with their on-line annual report?

  29. Have you ever done a study comparing your rating of an annual report and the company's subsequent stock performance? My rationale: Obfuscatory reporting is more likely to indicate a company is hiding something. True?

  30. Have you ever done a correlation of production costs and being on your world’s best list? Just curious if the best producers all tend to come in below average, or what.

  31. You say the Cato Positive Index was a record-low 0.8% among 1994 reports. I wonder if honesty among CEOs likewise was at a low ebb. It would make sense to me that the two—a poor CPI and a lack of forthrightness on the part of the boss—went hand in hand.

  32. When honesty is perceived (by you, Sid) among chief executives, in their letter to shareholders, is the boss more or less likely to allow his picture to appear in the annual report? It would make sense to me that when the boss isn’t seen by you as completely forthright, his visage would tend to be nowhere to be found.

  33. How often have you seen annual reports (good or bad) delivered via CD-ROM? And can you name some companies that utilized this technology?

  34. How many annual reports—above the number of registered shareholders—on average do companies produce?

  35. In Canada, the average per-copy investment in an annual report is $6.84. How does that compare with your figures?

  36. Are annual reports produced and driven purely by compliance standards or are they strongly influenced by public relations simply to uplift companies’ profiles?

  37. I’d like to get your thoughts on the use of a "thematic" vs. "departmental" approach to the annual report editorial section.

  38. I am doing research on Internet shopping companies and trying to determine how many people (traffic) are going to websites vs. how many are buying and a breakdown of those numbers and how and what kind of traffic a new Internet shopping company would experience. Can you help? I was trying to find annuals on amazon.com and etoys, etc.

  39. Our company is considering commissioning a survey of our stockholders to see how effective our annual report is in conveying certain messages about our company. How useful are surveys of this kind? And can you recommend a survey company?

  40. I note your dislike of the summary annual report, but does that extend to the practice here in the United Kingdom of producing an annual review (strategic, corporate and summary financials/legal) AND an annual report (statutory, full OFR, full legal and financials)? In our view, this approach significantly improves the targeting capability of annual report literature, particularly the needs of small shareholders. Your view would be much appreciated.

  41. I know how busy you are, but our accounting firm has put together a questionnaire and your responses would really be appreciated. For instance, what guidelines would you, personally, follow if you were preparing an annual report? Wait, I have more...

  42. Have you collected any data—or formed any opinions—regarding dual authorship of the letter to shareholders? That is, where more than one individual signs the letter and appears in the photo? With mergers and acquisitions creating some new succession dynamics, have you noted a rise or fall in such letters?

  43. For a publicly held company, are the names of shareholders and the quantity of shares held available in the "public record"? If so, where?

  44. Where do I find information regarding necessary page layout standards for annual reports? For example, I understand the point size minimum is 12. What about margins or page dimension? Can the trim be die cut instead of the customary 8.5X11?

  45. Is it fair for you to take producers of annuals to task for excluding women and/or minorities from the board when it's not our fault? After all, your program is aimed at the producer.

  46. What are a couple of good example of annual reports that handle a bad year relatively well? Should the printing budget and design quality reflect some cost-cutting (if tastefully done) to reassure the shareholder of a better future plan?

  47. Can I find information pertaining to nonqualified compensation benefits or stock options being offered to a company's board of directors in an annual report?

  48. I'm looking for the major trends in annual reports (just as an example, more photos/less type, Internet, do companies include "social responsibility"). These are just examples. I am looking for someone with experience to say what the major trends are. You are probably the most qualified to give me this information. I really appreciate your time.

  49. During the review of a balance sheet, I found the term "intercompany payables." What does this term mean?

  50. This year, I'm writing my first annual report ever. One of our bosses intentionally wants the CEO letter to be haughty every year. The guy just can't write. He usually destroys the good copy we produce on a regular basis. Based on my writing background I say the CEO letter should be easy-to-read without a lot of B.S. Do you know of any research I can cite to back up my opinion?

  51. I'm writing an extensive feature article on annual reports for the Pittsburgh Tribune-Review (and possibly a PR journal) and would like to interview Mr. Cato about trends. He has, in the past, critiqued reports I prepared, and doesn't need me to state that he is certainly a premier authority in the field. If you can accommodate my request, please e-mail me so we can set up a convenient interview time and date.

  52. Are there any resources for someone, with no prior experience, who is assigned to write an annual report? Where do I start?

  53. Are you aware of any studies on how much time the average investor or prospective investor spends reading the average annual report? I suspect it’s not much, and is declining. Your comments, please.

  54. What do you consider to be the relative value to U.K. equity investors of (a) the narrative sections found in published annual reports; (b) the historical cost financial statements contained in annuals, and (c) information about companies found from sources other than the annual report—newspapers, the Internet, etc.?

  55. Where do I go on the 'net to order annual reports?

  56. Where do I find the regulation(s) stipulating the rules regarding the exact mailing date of the annual report—how many days before the shareholder meeting? Most of our clients have always used 30 says, but a new IPO (initial public offering) we are working with would like to see a regulation concerning this.

  57. What's the future of photography in annual reports? Will most annuals go electronic, and how will this affect photography?

  58. The sales revenue of your company has decreased by 30% due to the current economic situations in your country. The Board of Directors wishes to identify the causes for the decline in sales. The Board has decided to employ a questionnaire method to collect the necessary data and information from its customers. You are asked to design a questionnaire for the above purpose. Draw up a comprehensive questionnaire to handle the above situation.

  59. Since you are the "annual report" guru I thought you'd know the answer to this historical question. When were the first annual reports written? Were there annual reports, as we know them, in the 1920's? Or, did companies just send copies of their 10-K to shareholders?

  60. I'm a graphic designer and have done two annual reports in two years. I'm looking to do a lot more this year and I'd like to be better prepared in their planning. Would you know of any literature that touches on the strategic thinking behind an annual report and an actual client briefing/document one can follow?

  61. IS THE MARKET CLOSING PRICE THE MARKET FOR COMMON STOCK PRICE FOUND IN THE ANNUAL REPORT? WHAT DOES SIC STAND FOR? WHERE DO YOU FIND SHAREHOLDER'S LATEST EARNINGS IN AN ANNUAL REPORT? WHAT ARE OPERATIONAL ASSETS AND WHERE ARE OPERATIONAL ASSESTS ON THE REPORT? HOW CAN YOU DETERMINE THE USEFUL LIFE OF THE ASSETS BASED ON THE INFORMATION IN THE ANNUAL REPORT?

  62. I am an editor for a communications company in Tokyo. One of our clients (a life insurance company) has submitted an annual report in order for it to be translated into English. Afterward, I will be proofreading and rewriting this report before it is distributed worldwide. I believe the format for annual reports in Japan differs from those in North America. Is this entirely true? And, if so, how important is this difference? Would you mind giving me some advice with regard to the preparation involved, and the potential problems that might arise in a task of this nature?

  63. I am a university student in Ireland assigned to analyse the annual report of either a U.S. company or U.K. one. Perhaps you could direct me to a suitable report and give me advice on how to go about analyzing this report?

  64. Any ideas on how to make the most of creating an annual report on an extremely low budget? I would like it to look as nice as possible.

  65. Can you name any good reports published in bad financial years? If so, I'd like to get hold of the books and review them.

  66. I'm looking for some benchmarking data on the cost of annual reports. I read your Oct. 1 news release indicating the per-copy investment of $2.99, predicated on a print run of "just over half a million copies." However, I'm having difficulty finding comparable data for a print run of just 25,000 copies. Can you help?

  67. Are there any people out there who collect annual reports?

  68. Can a company produce a pdf. file of an annual report and then sell it? Moody´s and a couple of other companies offer "collections" of ARs on CD-ROM. How do they do that? Can this be done with old annuals? After all, the AR stays exactly the same; selling the pdf. file is selling the service of making the pdf. file, which is not actually the same as selling the paper version.

  69. I would like to know how German companies can participate in your competition. When do we have to subscribe, which details do you need and how much does it cost?

  70. I see that you plan to be tougher on identification of employees in photos. I agree that we should identify all employees and customers who are reasonably identifiable—that is, in a photo designed to show a specific activity. But we deal with many contract companies building our plants, drilling wells, etc., and it's often difficult to identify their employees, especially in distant photos. We also include some photos of people as design elements—usually symbolic photos with artistic treatment. What's your feeling about these cases?


All the newscasters are saying horrible things are in store for business and industry and people like me—because of the Y2K problem. Is this something I need to worry about?

S.C.: The Y2K problem involves what may happen to many computers when the calendar moves from Dec. 31, 1999, to—hopefully, Jan. 1, 2000. But many (if not most) computers won't make the transition painlessly. Their clocks will revert to Jan. 1, 1900. Companies are required to include reference in their Management's Discussion & Analysis of Operations (MD&A) as to the cost, actual or anticipated, of correcting their respective Y2K problem. First off, annual report producers need to know this will be required of all companies (those based in the United States, at least) in their annuals—and most probably will need help in (1) deciding what the truth concerning the Y2K problem is and (2) translating that into something the public can understand. I'd think most companies will want to address the problem potential in their letters to shareholders—at a minimum, in the MD&A. And while you're at it, check your own computers to see if they're Y2K ready. I learned, through a Parsons Technology software program, that my computers aren't. That's being worked on right now. Don't wait until the last quarter of the year to address it, that's my advice!

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Among last year's AR Answer Man questions (No. 48, to be precise), you raved about the 1997 Aetna report, but noted it was an also-ran. I'm confused. Please explain. If was so great, why wasn't it named to the list of 10 best worldwide?

S.C.: Good question. You're not the first to ask it. Know that companies make the list of 10 best, and achieve "world-class" status (by scoring at least 100 of a potential 135 points), based on how they shape up numerically against my 15 copyrighted (since 1984) criteria. The Aetna report scored only 90 of a potential 135 points, despite the five I gave it in my Category 15. That indicates how much I liked it. But the report didn't contain many of the elements I consider important. No six-year financial data, let alone figures for 11 years, which I advocate. No biographical data on officers and directors—more than just age and years of service. Insufficient financial disclosure -- graphs weren't captioned fully for the scanners among us, and no percentage-change column was run with the upfront financial highlights. Plus, the number of highlight items was only 11, two short of the requisite 13—average of companies worldwide. What's more, no contents listing was run, let alone one action-oriented. Neither was design extended throughout the book, as advocated. But I still loved it.

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What are examples—good and otherwise—of recent annuals produced by companies having a tough year or facing a turnaround situation? In what ways do these reports need to be different than others?

S.C.: All companies’ fortunes fluctuate—it goes with the territory, as I like to say. As sure as the sun will rise and set, so will you have bad times along with the good. A consistent approach is what’s advocated, neither gimmicky, elaborate, hang-the-expense in good times, bleak as all get out in bad. A middle ground is what Wall Street likes—consistency. What all reports need (obviously many CEOs don’t agree) is a forthrightness I found absent in 14 of 100 annuals for 1997. That’s a record for dishonesty, skirting the truth, ignoring the realities. Which reports excelled, which failed, in stressful times? For starters, check out those named to the 1997 list of world’s worst, the 15th year I’ve made those selections for Chief Executive magazine. Many times, malefactors were taken to task for lying in the letter to shareholders—that or data discrepancies between the boss’ writing and the back-of-the-book income statement. (One such: the 1996 report of Armstrong World Industries.) One that should have made the most-recent list of world’s worst reports (it slipped through the cracks) was produced by Evans & Sutherland. Its CEO neglected, amidst all the self-congratulatory references, to point out—surprise!—that earnings per share were half the year-prior number. An example of how to excel at forthrightness: the DTE Energy ’97 report. While its financial highlights showed excellent year-to-year gains, CEO John E. Lobbia wrote "We’re not satisfied....Simply stated, earnings for the utility were roughly flat..." Now, there’s an enlightened chief executive for you.

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What do you think of using "Value" or the like as an annual report theme? Can’t a company do a lot better than that?

S.C.: "Value" or some variation thereof—"Building Shareholder Value" and the like—is a copout, pure and simple. It's what an oppressed annual report producer, under great pressure from the folks in accounting, throws out, knowing it'll be gobbled up like a banana split on a hot summer's day. Anyone can produce a report with a hackneyed theme like that; it takes real talent to come up with something creative, yet applicable to the corporation whose name's on the cover.

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Do annual reports ever contain really good photography? Or is most of the stuff that's published old hat?

S.C.: I see the annual report as the repository of fine photography, more so than, say, a national magazine like Time or Newsweek. I know this is heresy, but to my eye, better stuff appears in annuals than in Life. A guy named Ted Horowitz has a website showing all kinds of truly unique samples of his work. But he's just one to impress. The late Jim Marchael was another. In fact, in the February 1999 issue of my newsletter, several annuals are singled out for praise, not least, for their photography: Tyson Foods, Ecolab, Walgreen Co. among them.

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Please comment on the use of false third-dimensionality in charts and graphs to display two-dimensional data.

S.C.: Sorry. You're over my head. The only thing I can respond to is your word "false." Obviously, if it's "false third-dimensionality" then I'm against it.

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Please rush me copies of all the annual reports you have. My class assignment is overdue and I'll get a flunking grade if you don't help me.

S.C.: Sorry, but you flunked: I have no extras. At best, I have only one report for my review or analysis. None to share with students on deadline. (Is it ever thus?)

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For a graduate class I am trying to get 1998 financial reports for Hershey Foods. Can you help??

S.C.: Sure: Either call your stockbroker, visit the public library or phone the company, which is based in Hershey, Pennsylvania, as you might imagine. I don't keep copies of annuals (apparently all you students think I do), other than those I use for evaluation/critique/commentary/etc. Bottom line: I can't get you a passing grade in your course, graduate or otherwise.

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I've been proofreading annuals for several years. Today a client asked if there is a minimum legal type size for financial statements. I'd never been informed of such a thing. Would you happen to know?

S.C.: Check out 1998 AR Answer Man question No. 54—and my response—for the answer.

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Many companies now have Internet voting for their proxies. If a stockholder informs the company that he/she can read the annual report and proxy statement online, can the company discontinue mailing paper copies of these documents and notify the stockholder by email that they are available for viewing on the company's website?

S.C.:My friends at one telecommunications company say they think that, "if the shareholder asks for electronic only, we can meet our disclosure obligation in that fashion...so it's okay not to send the print." I'm not sure (1) everyone would agree or (2) that the Securities and Exchange Commission has ruled on it.

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Several questions for you: First, what’s the approximate quantity of annuals printed in the USA annually? Second, what’s the approximate amount of money spent each year? Third, what percentage of the annuals in my first question are published online or as CD-ROM, etc.?

S.C.: My exclusive Producer Poll, soon to enter its 14th year, shows companies print an average of 302,367 reports—at an average per-copy investment of $3.15. Multiply that times 12,114, the number of companies the Securities and Exchange Commission says exist in the U.S. alone—and there’s your figure. To save me doing the multiplying every year, I simply refer to this as an $8.5 billion industry. I have no idea what percentage of annuals are done in a non-print format, but if you’re talking multi-media, the number is insignificant. Few companies are doing annuals on CD-ROM, though most put their annuals online—that is, on their Internet website. What’s it cost? Who knows? Certainly not I. Never did anyone turn his or her annual report into a CD-ROM, interactive version, even though some claimed to do so. Most are like National Semiconductor. Its CD-ROM, "Making it interactive," is tucked into a flap in the rear of its 1998 book. It takes "a multimedia look at" the company, and it’s rather well done, using the latest technology—Apple Computer’s QuickTime. But other than a message from its CEO, which does not—repeat, not—replicate what’s in the annual report, I found nothing else on the disk that’s from the annual. One last thing: Since you’re a printing salesman, why don’t you contact your printing industry’s trade association? Surely it has some of the data you seek. Good luck.

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Do most companies use themes in their annual reports? What's the trend? And do you approve?

S.C.: Just over seven of 10 annuals have a theme, most often declared on the cover. But fewer than three of four are tautly, forcefully supported. Among early 1998s, a lesser three of five have included a theme, but a greater four of five are strongly supported. I'm all for inclusion of a theme, necessary I say to (1) give the reader a handle on what the company is trying to communicate and (2) keep the project on target throughout the six-month (average) production process.

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In the text of an annual report or in the letter to shareholders, should you capitalize the word "company" when used by itself? Example: Our 1997 results demonstrate the Company's continued ability to deliver superior financial performance.

S.C.: No! In pre-sexist days, we called Silly Capitalization of words, willy-nilly, "schoolgirl writing." Today, it's simply an indulgence by corporate executives (mostly male) who think "our Company is special!" Lower case the "c" in company, please. Not only in the front of the book, but back among the financials (MD&A, etc.) as well.

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Can you refer me to an annual report which would show me a good footnote disclosure of the "built in capital gains tax" for a company that just elected subchapter S?

S.C.:You've stumped me, at least temporarily. I don't know of any corporation, ever, that elected Subchapter S status. If any visitors to this area know, I'm sure they'll share their opinions.

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I am an in-house graphic designer for a software company. My company has tapped me as the sole producer of the annual report, though I've never produced one. I think they expect the world of me and I don't want to disappoint them. I have come up with a theme and some creative ideas. Again, I'm one guy who's probably going to have some problems when the shakedown happens. Any suggestions or advice to a young, inexperienced designer?

S.C.:Sounds to me the company is setting you up to fail. Putting it another way, yours is a can't-win situation. Best you can hope to do is enlist the support of various executives in writing at least their sections of text. And make them all partners in the project. Also, it wouldn't hurt to pray a lot. You should, at a minimum, be reading my newsletter, online if not the print version. Visit my website often (it's free). If there's time, come to my 12th annual conference Sept. 15-17 in New Orleans. The company certainly should pick up the tab.

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When you advocate 11-year financial data, what precisely do you mean? And why?

S.C.:Analysts require 11-year data to calculate a company's 10-year compound growth rate. I can't believe the number of companies (one in eight last year, one in seven this) that don't appear to know 10 years is insufficient—one short. The SEC requires only a minimal five years. I want companies to do more than the bare minimum. Credit for 11-year data is given if a 10-year CGR is declared, since that's my basic goal. Pepco, the D.C.-based public utility, received credit for 11-year data by listing data for 1998 and the preceding five years—as well as for 1988. Keep this in mind if your space is limited but you still want to be credited for using 11-year data.

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We’re getting requests from numerous international locations wanting to create regional versions of our annual report. These range from translating all or part of our existing report to creating their own content and art while using our cover and/or look-and-feel of the corporate document. I’m drafting guidelines in response to these requests. Clearly, any material in the corporate report that involved approval from clients is hands off—they signed off for use only in the corporate document. (Most were adamant about this.) Also, unless these international locations are required by law to report additional financial data, I don’t believe we can sanction the publication of supplementary regional financial results. Still, there are a lot of grey areas to deal with. Have you grappled with this issue of "son-of- annual reports" before?

S.C.: Clearly, material approved by clients for one-time use—its reproduction elsewhere couldn’t be sanctioned. Also, I’m skittish about picking and choosing, depending on the venue, what material to present, especially financials—even to employees. Suppose a subsidiary or operation abroad wants to do an annual aimed at employees: It feels it has a right to decide what is presented. But what if an employee, also a stockholder (as so many are today), buys stock, or exercises an option, based on incomplete data? Then he or she has a lawsuit potential—and you’ve got problems. The more I think about the ramifications, the more I’d say the operations in the field should expend their talents, and their energy, on things other than the annual report. It’s too, too dangerous to attempt a condensed version of that primary document. Fraught, this scenario is, with problems.

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Are acknowledgements ever made in an annual report? If so, what are the guidelines for crediting people? If you had to put credits in, who would you acknowledge?

S.C.: Increasingly I see credit paid—from Ameritech's "principal photography" to, occasionally, the entire AR team. Southern Co. credited one Michael Klodnicki with "writing and project management," L.M. Thomas III for "financial review." When I was a corporate officer, my position was that suppliers were paid fully, therefore shouldn't expect credit. I've modified that position over the years, though. In my monthly newsletter, I often praise graphic design (Critt Graham + Associates, for instance, on Southern's book), noting, often, that the company failed to credit those responsible. (Understandably, when the appearance is awful, no one wants to be cited.) Others tell me it's helpful, when seeking new talent, to see who's credited. Some—Quaker Oats, for instance—go so far as to credit the printer. In Quaker's case: "Lithography/George Rice & Sons." Southern simply cited Rice for "printing." Have I confused you sufficiently?

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Most of your published information I've been able to access has dealt with Fortune 500 companies and large press runs. Do you have any current figures on costs per copy for press runs of 10,000 and under, in four colors?

S.C.: You've incorrectly assumed that the companies whose costs we've reported for the last 13 years are large. How's about a 25,000 press run at an average per-copy cost of $2.53? 30,000 at $1.48 a copy. 10,000 at $17.80 (a company based in Mexico). 7,500 at $5 a copy. 10,000 at $5.20. You didn't ask what that includes. No internal staff time. And traditionally the corporate secretary's function covers postage in its budget, at least for stockholders. (The professional communicators would eat the costs of mailing the annual report to the news media, possibly to Wall Street.) Those figures probably don't include internal photographers' time, either. But external costs—graphic design, typesetting, outside photographers, printing—that's all included. This will be my 14th year of conducting our exclusive Producer Poll, in case you wondered.

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What is your opinion on splitting the book? I know of a very high-profile company that is considering not coming out with the front communications section till six weeks after the financials are released. What are the pitfalls of this approach?

S.C.: It's the first I've heard of this—unless when you refer to the "financials" being released you mean the legalistic Form 10-K, a required filing (of all companies) by the Securities and Exchange Commission. What you've described, though, is precisely why I oppose (1) the summary annual report and/or (2) a multi-part report. In either or both of those instances, I see it as a prelude to separation of the financials from "the communications part" of the book. I abhor that happening, because it does nothing but water down the work of a company's professional communicators. We encourage them to make the book one entity, rather than two separate parts. One readable document—as Ameritech, Bruncor and Southern Co. (and, to a lesser degree, Manitowoc) have achieved with their 1998 annuals.

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I'm consulting for a multinational group of science and engeering companies. It has more than 1,900 employees in 80 offices throughout Asia, Australia, Canada, Europe, South America and the United States. More than 40% (primarily senior associates) are shareholders of the company. The annual report only goes to shareholders, but I think it's a valuable communications tool and all employees should receive it, so that they can better understand the company's mission and objectives and see tangible proof of how the company is performing relative to those objectives. I also believe that this information will foster an esprit de corps and become a vital link in our global communications efforts. The principals want me to provide statements from annual report gurus on why this is a good idea. What do you think?

S.C.: First off, I know of no other annual report gurus, conceited as that sounds. There's no one who spends full time monitoring the industry and its trends, and has done so for the last 17 years, using proprietary computer programs—programs I conceived and invented and directed creation of. Second, as I emailed you immediately upon receipt of your query, I'm all for all employees—and increasing numbers these days of course are stockholders—receiving the annual report. I have a problem, though, with a truncated version—one that perhaps "talks down" to the "little people." One that talks in simple, "dollars and sense" terms. That troubles me terribly. But I do believe any company is well-advised to provide all employees with the full-bodied, very same document as went to its non-employee stockholders.

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With regard to question-and-answer formats, should the president/CEO be interviewed orally or should the responses be written (as if a test)? Should the president/CEO be given the questions in advance of an interview (if that is the preferred method)? Are outsiders better for developing questions/conducting interviews? How much editing is allowed after responses have been given? I’m treasurer of my company.

S.C.: What a marvelous question. I wish an easy answer existed. Let me comment on each question you posed and then tell you the procedure I would advocate, based on first-hand experience as well as 17 years of monitoring the world’s annual reports: First off, how the "interview" is conducted depends essentially on your CEO and his or her personality. For instance, you might take a tape recorder into a meeting and pose various questions for the boss. I think I’d prefer, though, that he (or she) get some suggested questions in advance—so there’s time to ponder really precise responses. Also, that would make the boss feel comfortable, knowing the direction the interviewer planned on taking. (Imagine if he or she took umbrage at your audacity. Said, "Over my dead body am I going to tolerate this kind of disrespect!") While I always thought no one had a better "read" on the boss, in one instance I recall, a journalist friend learned things that flabbergasted me. That the boss was a would-be gourmet cook on weekends, for instance, that one top executive on the staff fancied himself one of the world’s great cricket players. I was open-mouthed (I’d say speechless, but few would believe I ever achieved that state). How much editing is involved of an interview is an open option. Meaning: You legitimately edit to your heart’s content. Example: For one of the first issues of the print version of my newsletter, I interviewed a man I viewed as being one of the design industry’s "wise men." When we lunched, over a tape recorder, I thought he was—well, if not a candidate for psychiatric care, at least one of the most confusing (and confused) men I had ever met. But when I transcribed that taped interview, moved material around, picked and chose what to include, what to leave out, I was open-mouthed. He was brilliant, simply had difficulty communicating with us "common folk." Hope this helps, Mr. Treasurer. Summing up: (1) Give the CEO in advance a list of questions you envision posing – and then ask him or her how that person would prefer you proceed: your taking notes, your recording the conversation in addition, etc., etc.; (2) Take the interview and make it read smoothly, proceed logically from point to point, and don’t repeat things, even if the boss does. Tips: Don’t inject you, the interviewer, into the interview. One company’s interviewer, trying to make himself appear more important than he actually is, had boldface references to the CEO as well as to himself, so everyone would say, "Wow, young Jack’s engaging in a give-and-take with the boss." And don’t waste time identifying (1) the interviewee and (2) the interviewer throughout; once is quite sufficient, thank you. Run questions in boldface, perhaps, without interviewer attribution, the response in regular face. Again, without referring to the boss man or woman each time. Boring—and dumb. See: I told you there was no easy answer.

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Since we're long-time friends, Sid, would you mind telling me what you think of the Intimate Brands report? I'm doing some PR for the design firm on that job and I'd like to be able to share your reaction with my client. What do you think, Sid? You're the guru of annual reports, and we're friends, after all.

S.C.: The AR Answer Man feature is specifically aimed at heading off such "privileged" conversations. Anyone (more often than not, NOT a subscriber) can post a question for all visitors to this website to see. Besides, I don't provide priviledged information to suppliers—only to the corporations themselves, and not via an intermediary, that's for sure. I take umbrage at the abundance of consultants (PR people and lawyers, among others) who think they're entitled to pick my brain for proprietary information, which they'll turn around and charge their clients for. That frosts me. I ask them, "What do you think I am—a government, not-for-profit agency, just waiting to answer your questions, gratis?" This isn't the reference desk at a public library, folks. "You pays as you goes" is my motto. And upfront, not after the fact.

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How do you pick the world's 10 best annual reports? Do your personal feelings play a role in the selection?

S.C.: The world's best reports are picked "by computer," if you will—each annual is evaluated (via computerized programs I conceived) against my 15 copyrighted criteria, which have existed for 17 years. All the programs I invented have been combined, pretty much, into one. A guideline: Only if a report has a Cato Positive Index of at least 40%—of a possible 100%, of course—only then do I bother evaluating text. In other words, by and large, if your CPI is lower than 40%, there's little chance you'll make it to "world-class" status. That is, scoring at least 100 of a possible 135 points. Only area in which my opinion/feelings play a role: Category 15...an arbitrary five points. Before my choices are announced, I review the top 15 or 20, say. To be sure there's consistency in what I awarded in Category 15, that I made no errors, overlooked nothing. If all 10 best but one get five points, and one gets only two, I review the reasons why. Right now, both Armco and AFLAC, with 134 points, lost a point in Category 15. In other words, neither was perfect—scoring a perfect 100% CPI, for one thing. Each year, reports make my list of 10 best that I don't much care for. Several years in a row, my personal favorite finished No. 10. Friends get named to the list of world's worst reports; people I don't much care for personally make it to the list of Top 10.

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Have you ever analyzed annuals to see how many (and how) companies are reporting their Economic Value-Added performance? Or do you plan to? Problem is there’s no standard way of calculating EVA. And doesn’t it bring confusion to use an EVA performance when another company listing its EVA could be treating things like cash, goodwill, etc., differently?

S.C.: Only a handful of companies (one that comes immediately to mind is Wisconsin’s Manitowoc) are using EVA. Manitowoc shows the traditional sales, earnings from operations, net and net as a percent of sales. Then it presents its EVA (Economic Value-Added), which in the past it has devoted a page explaining. Indeed, on a lively, visually appealing upfront gatefold cover, it presents a truly unique version of the action-oriented contents listing we advocate. Referring the reader to Pg. 1 of its ’98 report, it says "Since 1995, we have added more than $65 million in value to the company, based on EVA principles." On its financial highlights listing, it shows EVA rose 41.6%, the traditional net earnings essentially the same. Leading off the shareholder letter are three bulleted items, last of which refers to its "record EVA." There’s even an interview with the CEO in which he addresses Economic Value-Added, "technically complex, but it’s based on a simple proposition: that the money it takes to run a business has a price…EVA tells you how much value you create after deducting the cost of your capital...We compensate (most employees) according to EVA principles, because it makes you think like an owner of the business." Getting back to your essential question: I thought EVA, a proprietary program, spelled out—that is, specifically, precisely—what’s to be included in calculating a firm’s EVA.

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Sometime ago, I believe you named the dozen best firms specializing in designing annual reports. Where can I find the list, and do your choices still hold—in other words, who would you recommend today?

S.C.: Beauty is in the eye of the beholder, as the cliche' goes. While lots of fine design firms are out there (Chicago's Cagney + McDowell, for instance, does the Walgreen Co. report superbly each year), I guess I'd favor those who have the courage to send me their oeuvre—their entire body of work—en masse. Now that certainly separates the greats from the wannabees. I'd have to say the best on that basis are Minneapolis' Little & Co., Chicago's Meta-4, St. Louis' Falk Associates and Atlanta's Critt Graham + Associates.

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I’m trying to find a service from which I can order annuals that meet a certain criteria, such as revenue or asset size. Can you point me in the right direction, or is this something I can do through your site?

S.C.: I have no annual reports to share—none whatsoever. May I suggest YOU decide which reports fit your specifications, and then ask for those reports from a source like The Wall Street Journal. It has an online "Annual Reports Club" which it bills as "a free investor service." ("Annual reports are free of charge for serious investors," it says.) You can find this if you’re an online subscriber—that is, to the interactive Journal. Order at www.icbinc.com/cgi-bin/wsj.pl or call toll-free 1-800-654-2582, according to the information I have.

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Are you aware of any companies that use video in conjuction with their on-line annual report?

S.C.: No. Sorry.

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Have you ever done a study comparing your rating of an annual report and the company's subsequent stock performance? My rationale: Obfuscatory reporting is more likely to indicate a company is hiding something. True?

S.C.: On the latter part, true indeed. I do assume (I'm seldom surprised) a company has something to hide when I see what I call the long, slow windup before the pitch, often followed by no pitch whatsoever. That in itself is reason not to becloud things—just address the realities, no small task for some CEOs. Soon after I began my monthly newsletter (the print version), back in September 1983, I tracked (via Dow Jones News Retrieval) companies whose annuals I had named to the list of world's best. I monitored their industry's price-earnings ratio, both short-term and longer-term, and compared that with each firm's P-E ratio, short- and long-term as well. A correlation appeared to exist between an outstanding annual report and a company's P-E ratio, especially long-term. Putting it another way, I wasn't surprised to find an industry-besting P-E ratio by a company whose report excelled. But it doesn't happen overnight. It takes a while for the message to filter down to the troops that there's new, savvy, honorable management at the helm. Does that mean, for example, I'd invest in companies like AFLAC, Bruncor, Southern Co., and especially Ford Motor Co.? You're darn right I would—except my policy is not to invest in any publicly held company. Then no one can say I'm praising the annual report in an attempt to kite the stock.

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Have you ever done a correlation of production costs and being on your world’s best list? Just curious if the best producers all tend to come in below average, or what.

S.C.: I find that those finishing high up on the list of "world-class" reports (scoring 100 or more of a potential 135 points) tend to spend essentially the same as the average overall. The average, that is, of those reporting in my 14th annual Producer Poll. With results distortions omitted, the per-copy investment averages around $3.32 a copy. It’s essentially the same for top reports as for runners-up. That includes all external charges save postage and handling, traditionally charged to the corporate secretary’s function. It does not include staff salaries. It does include outside writers, photographers, printing and binding.

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You say the Cato Positive Index was a record-low 0.8% among 1994 reports. I wonder if honesty among CEOs likewise was at a low ebb. It would make sense to me that the two—a poor CPI and a lack of forthrightness on the part of the boss—went hand in hand.

S.C.: Honesty is running about 88%, meaning 12 of every 100 CEOs has difficulty facing the music—that is, owning up to a poor performance. During the 1994 report year, honesty actually averaged a bit higher - 89%. I’m not sure what the significance of this is, but CEO honesty was at a record-low 85% the year prior to that woeful CPI—among 1993 reports.

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When honesty is perceived (by you, Sid) among chief executives, in their letter to shareholders, is the boss more or less likely to allow his picture to appear in the annual report? It would make sense to me that when the boss isn’t seen by you as completely forthright, his visage would tend to be nowhere to be found.

S.C.: Only nine of 100 annual reports do not include the boss’ photograph. Meaning: 91% do. When honesty exists, the CEO’s photo is slightly more likely to appear—92.4% of the time among the current crop, 1998 reports. When he or she isn’t perceived as honest? The boss’ picture is used only 76% of the time—in but three of four reports. Meaning: One of four deep-sixes use of his or her photo when forthrightness isn’t forthcoming.

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How often have you seen annual reports (good or bad) delivered via CD-ROM? And can you name some companies that utilized this technology?

S.C.: Sorry, but if you’re interested in the annual report on CD-ROM, I’m afraid you’re a bit behind the times. Have you heard of the Internet? Okay, so you’re serious. At my annual conference in 1994 at Portland, Ore., a luncheon speaker spoke about the annual report on CD-ROM. Within months, he had (1) doubled the price he quoted at lunch and (2) gone out of business; that is, closed shop. In the July 1997 issue of my newsletter (the print version, that is), I wrote that "the annual report on CD-ROM is passé." IBM was one of the very first to utilize this now-outmoded technology, but with decidedly mixed results: CEO Louis V. Gerstner’s head and torso were reversed on my computer screen at least—his torso at the top, his head at the bottom. Avery Dennison went that route, as did Schlumberger. In neither of those instances was it truly an annual report on CD-ROM. Schlumberger’s, though outstanding, was about the company and its engrossing activities worldwide. Summing up: a lot of energy wasted on discussing an outmoded technology. As the gossip columnists say, "forgeddaboutit!"

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How many annual reports—above the number of registered shareholders—on average do companies produce?

S.C.: The ratio—number of copies printed to number of shareholders—has averaged 1.9 year after year, as indicated by my annual Producer Poll, now in its 14th year. As of now, the ratio is running a bit lower—1.7. Which may possibly mean companies are economizing a bit by printing somewhat fewer reports.

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In Canada, the average per-copy investment in an annual report is $6.84. How does that compare with your figures?

S.C.: When results-distorting highs and lows are excluded—a low of 65 cents a copy, high of $11—the average per-copy investment worldwide is $3.32, which I suspect will decline as more responses are received to my Producer Poll.

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Are annual reports produced and driven purely by compliance standards or are they strongly influenced by public relations simply to uplift companies’ profiles?

S.C.: Likely, a combination of both. While three or four dozen reports do quite well in my annual survey, I’d guess most companies do a report begrudgingly; that is, only because it’s required or customary. Key to a great report is a producer who’s a professional communicator, and has the strength of his or her convictions. Meaning: Someone who takes pride in doing a memorable job. My experience indicates that when a producer of top-flight annuals goes out the door, like as not the subsequent annual will tank (i.e., fail miserably).

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I’d like to get your thoughts on the use of a "thematic" vs. "departmental" approach to the annual report editorial section.

S.C.: I advocate a thematic approach. Heaven help those who get euchred into breaking down the report by departments. I recall one vice president who complained that his textual section was "smaller than Lou’s!" When I revised it, he then complained: "Now look at it: It’s bigger than Lou’s!" As professional communicators, we know to produce a document that has external appeal—the good ones write as would a reporter for a business section of a newspaper, or for a business-oriented magazine. Producing an annual report with a departmental approach would be akin to a magazine’s content being arranged to coincide with its various executives and their respective domains. Ludicrous, obviously.

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I am doing research on Internet shopping companies and trying to determine how many people (traffic) are going to websites vs. how many are buying and a breakdown of those numbers and how and what kind of traffic a new Internet shopping company would experience. Can you help? I was trying to find annuals on amazon.com and etoys, etc.

S.C.: Sorry, I haven't a clue. This is not a high-volume business, among other things. This website, for instance, has averaged just over 1,000 visitors each month for the last 40. That's not big time—not by comparison to the World Wrestling Federation, for instance, or the NFL, which allegedly get millions of hits (visitors) a day!

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Our company is considering commissioning a survey of our stockholders to see how effective our annual report is in conveying certain messages about our company. How useful are surveys of this kind? And can you recommend a survey company?

S.C.: I've long been an advocate of such studies. My first was by Opinion Research Corp., an arm of Fortune Magazine, as I recall. Many companies—Phillips Petroleum and Pfizer are two that come to mind—have polled recipients of the annual report to learn their reactions. Norfolk Southern does it itself, apparently: It included a two-sided reader survey in the back of its 1998 report. Chicago-based Ameritech does the followup survey one better: For the last several years it has surveyed focus groups on their reaction to the document—before it goes to press, before it's finalized. That makes sense to me: If you have a choice, do a pre-publication survey to learn in advance what readers like and dislike, if they comprehend the message(s) you hope to communicate. I believe Ameritech uses Adams Research in Virginia. Subscriber Philip Steitz' Survey Research Corp., based in our nation's capital, has done work for such companies as Eastman Chemical, Conoco, Pfizer and Ford. He's at (202) 347-1974. In addition to his expertise, he's a marvelous man, and a frequent attendee at my annual International Annual Report Conference!

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I note your dislike of the summary annual report, but does that extend to the practice here in the United Kingdom of producing an annual review (strategic, corporate and summary financials/legal) AND an annual report (statutory, full OFR, full legal and financials? In our view, this approach significantly improves the targeting capability of annual report literature, particularly the needs of small shareholders. Your view would be much appreciated.

S.C.: First off, I’m not acquainted with the initials "OFR." That aside, while I’m familiar with the U.K.’s fondness for the summary report, perhaps you’d benefit if I reminded you of the thought processes that have gone into our taking issue with the truncated version of the full-bodied, "let-it-all-hang-out" product. If companies produce a myriad of documents such as you enumerated, it’s far too easy for clerical personnel to pick and choose what to send out—to the ultimate detriment of the individual shareholder. (Those analysts who follow a company are privy to all sorts of data I consider "insider information." It’s only the little person who gets short shrift.) Take the very first summary report, by McKesson Corp., which has run into its own swarm of bees recently. While the report producer claimed he stapled into each book a copy of the financials, both I and a witness to the conversation piped up, "Not in my copy!" "So we missed two of 150,000 copies," responded McKesson’s man. That’s my point, you see: It’s too easy for staff (or a Machiavellian or "little Napoleon" executive) to decide, "Oh, this person surely doesn’t need the full-bodied (read: complete) annual report; a summary will suffice." Besides, as all reporters (and others, I’m sure) will attest, it’s presumptuous to assume we neatly file all the documents a company provides periodically. That’s simply unrealistic. What’s more, I see a divide-and-conquer tactic fermenting here: The CFO tells the boss, "I’ll handle the boring, back-of-the-book stuff, chief, and we’ll let those PR people do the pretty stuff up front; they’re only interested in expense-account lunches anyway." So the boss, like as not somewhat uncomfortable with his or her role as a public communicator, a public figure, readily agrees. That, my friend, will sound the death knell for the officer-level professional communicator. Cutting to the chase: Give me, any day, a complete annual report. I’m pleased that London’s Lloyds Bank, which admitted its summary report failed to provide adequate information for potential investors, returned to the full-scale product after continued criticism by yours truly. I suggest you do likewise for your clients.

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I know how busy you are, but our accounting firm has put together a questionnaire and your responses would really be appreciated. For instance, what guidelines would you, personally, follow if you were preparing an annual report? Wait, I have more...

S.C.: You need to read all the AR answer man questions and my responses, as well as all the monthly news releases and all the monthly quizzes. Previous monthly quizzes can be accessed easily at: http://www.sidcato.com/quiz/prevquiz.htm.

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Have you collected any data—or formed any opinions—regarding dual authorship of the letter to shareholders? That is, where more than one individual signs the letter and appears in the photo? With mergers and acquisitions creating some new succession dynamics, have you noted a rise or fall in such letters?

S.C.: First off, the percentage of letters signed by more than one person has declined steadily—from 34% among 1996 annuals worldwide, off to 31% a year ago and off even further to 30% so far among '98s. I much prefer a letter signed by an individual—and indeed my copyrighted criteria reward CEOs who are pictured alone, rather than grouped with one or more persons. (My belief: a group photograph—that is, the CEO not pictured alone—is a case of, "If I go to the guillotine, I don't go alone.")

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For a publicly held company, are the names of shareholders and the quantity of shares held available in the "public record"? If so, where?

S.C.: Tough question. My sources tell me names of shareholders and number of shares held are not part of any public record. That information belongs to the company. But there are instances where individuals can gain access to that information—if, for example, a shareholder were making some sort of proposal to be voted on by shareholders. That person in that situation could request access to the shareholder list for the purpose of communicating about the proposal. And the company may or may not grant permission, based on its bylaws and whether the requestor has followed the proper procedure. The short answer? No. There's no library or website one could go through and see who owns how many shares of IBM or Coca-Cola or Southern Co., for instance.

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Where do I find information regarding necessary page layout standards for annual reports? For example, I understand the point size minimum is 12. What about margins or page dimension? Can the trim be die cut instead of the customary 8.5X11?

S.C.: First off, may I suggest you change friends, immediately! Now! What you're being fed is akin to what in the military service is called "barracks house lawyer"—well, c_ _p! (You fill in the blanks while ridding your brain of all this incorrect information.) The Securities and Exchange Commission years back promulgated some "minimum" type sizes, but graphic designers—who know what this unique species is all about, and you obviously don't—quickly noted that smaller type of a different face could be more readable than that mandated by the SEC. I suggest you begin—not thinking about designing an annual report, a job truly for people who know this business—by going to your nearest library (you know, the place they lend books and have reading matter) and checking out all the different kinds of annuals there. Ask friends or relatives for samples of annuals they receive. But forget the gimmicks already, even before you've apparently designed even your very first report! You impress me as one of the species that loves die-cut covers, tissue interleafs, gimmicks and furbelows rather than a substantive book containing information truly important for stockholders. You well may be related to those turkeys in Chicagoland who did a book on stock that was like waxed paper. With a three-dimensional map one had to don special glasses to view. Enough, already! Get a life! Go pester someone else! (Insulting letter follows!)

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Is it fair for you to take producers of annuals to task for excluding women and/or minorities from the board when it's not our fault? After all, your program is aimed at the producer.

S.C.: My efforts aren't tailored toward producers; they're aimed at chief executive officers though, obviously, one way to reach them effectively is through producers, the men and women on the firing line. I'm simply attempting to let CEOs know that their reports won't make the 10 best list if they insist on remaining Neanderthal—that is, behind the times. I love the definition of Neanderthal: "suggesting a caveman in appearance, mentality or behavior." Far too many CEOs today remain cavemen in their outlook. Sorry you're a victim of the fallout.

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What are a couple of good example of annual reports that handle a bad year relatively well? Should the printing budget and design quality reflect some cost-cutting (if tastefully done) to reassure the shareholder of a better future plan?

S.C.: Yes, to your second question. My friend, Greg Derrick, when he was with Phillips Petroleum (now with Deere & Co.), pointed out that Wall Street expects a certain consistency in the quality of a company's report. In other words, nothing terribly grandiose during a great year, nor bare-bones when times are tough. Truth be told, I'm an advocate of the mea culpa—when times are bad, be the first to admit it. "We had a terrible year, as did others (in our industry) (in our geographical region) (in our country). Yet, we remain optimistic. Let me explain why..." I'll give you one fine example of what you're seeking: the current Hercules report. Its CEO began his second paragraph by admitting, "1998 was a tough year for Hercules shareholders. You have seen the impact in our earnings and our stock price. While the entire industry suffered massive valuation losses, that is small comfort for you and me. Yet, we are not deterred. We aggressively built for the future..." That report, it should be noted, makes this year's list of world's 10 best! I rest my case.

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Can I find information pertaining to nonqualified compensation benefits or stock options being offered to a company's board of directors in an annual report?

S.C.: Indeed a tough question—one I had to seek counsel concerning. And he, genius that he is...he had to go in search of a wiser head! The latter's response: "Disclosure of director compensation is contained in rule 402(g) and the proxy rules, particularly Item 8 of the proxy rules (Regulation 14A), state—"That you must disclose compensation received by directors, and any other 'special' arrangements." That must be disclosed in the proxy if not included in the Form 10-K. I believe most companies put this disclosure in the proxy. Most attorneys would disclose stock options as a form of compensation." But would it be included in the annual report? As you can see, probably not.

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I'm looking for the major trends in annual reports (just as an example, more photos/less type, Internet, do companies include "social responsibility"). These are just examples. I am looking for someone with experience to say what the major trends are. You are probably the most qualified to give me this information. I really appreciate your time.

S.C.: Well, I certainly hope so! Stroking aside, fewer trends exist than most think. More companies are adapting a more-external approach—with a newsmagazine format, for instance. More know enough to make the cover demand readership, to include an action-oriented contents listing, and the like. But then, by contrast, more are producing annuals that essentially are Form 10-K's, or summary reports (often not even so identified). While more are extending design look throughout the book, so the financials won't be viewed as a throwaway, more are producing only a summary book or running the barest minimum financial disclosure. Never have more CEOs been less forthright—less upfront about the bad news, if not downright liars. To give you an indication of how they're progressing, the positive rating, based on three dozen indicators I view as reflecting on a report's positive or negative nature, is but 11%—of a potential 100%, of course. Impact of the Internet on annuals? Well, there's a tiny impact— companies like Ameritech are emulating the fast-communicating, less-text approach popularized by websites. But it's virtually one of a kind, though I do anticipate more firms reducing the obscene amount of text and making the annual report a faster read. Social responsibility? Maybe a dozen companies cite their various activities—again, hardly what one would call a trend. In annual reports, the more things change, the more they stay the same.

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During the review of a balance sheet, I found the term "intercompany payables." What does this term mean?

S.C.: I didn't know the answer, either. So I consulted with a friend, a financial wizard who wishes not to be identified (coward!). He says, and I quote: "Intercompany Payables would generally mean trade-type debt owed to an affiliated company. This...must be an unconsolidated subsidiary or a parent with less than required control for consolidation that does business with its subsidiaries. When control requirements are met (majority or controlling stock ownership the main one), all intercompany transactions on both the Income Statement and Balance Sheet would be eliminated in consolidation." Now, aren't you glad you asked?

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This year, I'm writing my first annual report ever. One of our bosses intentionally wants the CEO letter to be haughty every year. The guy just can't write. He usually destroys the good copy we produce on a regular basis. Based on my writing background I say the CEO letter should be easy-to-read without a lot of B.S. Do you know of any research I can cite to back up my opinion?

S.C.: Research? You may quote Sid Cato. My emphasis on good writing takes an extreme stance, if you will: All text among the first 100 words to shareholders in an annual report is scrutinized. Companies that have excessive words per sentence take a double hit, having a point deducted for every two words over the 16 (average) we professionals strive not to exceed. In addition, we zing, publicly for all to see, awful writing over a CEO's name. By the same token, those who write well are praised, not only in my monthly newsletter but in Chief Executive, the magazine by and for corporate chieftains worldwide. Your client reminds me of the youngish department head at a Chicago hospital. He asked me to do a Cato Befogging Index on his text, prepared for presentation to the board of trustees. I told him that to comprehend his material, one had to be not only a medical doctor but have a couple of advanced degrees. "Perfect!" he responded. "I want to impress their socks off," or something to that effect. Only little men (and, I suppose to be fair, "little-minded women") want other than direct, solid, professionally written material to appear over their name.

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I'm writing an extensive feature article on annual reports for the Pittsburgh Tribune-Review (and possibly a PR journal) and would like to interview Mr. Cato about trends. He has, in the past, critiqued reports I prepared, and doesn't need me to state that he is certainly a premier authority in the field. If you can accommodate my request, please e-mail me so we can set up a convenient interview time and date.

S.C.: I pretty much grant interviews to any legitimate journalist, though I must say it scares me somewhat that I've "in the past...critiqued reports" you prepared! Now, to quote the cliche, the shoe's truly on the other foot. Regardless, I've grown especially fond of the email interview -- you pose the questions and then I respond right away, but with the ability to (1) watch my words, somewhat, (2) verify my facts and (3) have proof of what I said or didn't say. (Hard to believe, but I sometimes err. It's good for me to be able to be so apprised, rather than blame it on the reporter, thereby encouraging me to double my efforts to be accurate. Also, I want to be sure you're not offsetting what I, who monitors annuals worldwide for more than 17 years, observe with the opinions, say, of a New York-based marketing exec for a design firm. That's the old "comparing-apples-and-oranges" bit.)

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Are there any resources for someone, with no prior experience, who is assigned to write an annual report? Where do I start?

S.C.: You start by (1) subscribing to the print version of my monthly newsletter and (2) visiting, on a regular basis, my website—so you can savor features like this one, containing hundreds of insights into a subject I know well. Also, you should try to get your company to let you sign up for my Conference in the Millennium, next September in San Francisco (details online, including an ability to reserve your spot, a third of which are already spoken for, and paid for). Meantime: Attend any meetings in your area of NIRI (the National Investor Relations Institute), or IABC (International Association of Business Communicators), or PRSA (Public Relations Society of America). Find others either in the same boat you're in, or who have "been there," as we say. Meantime, study annuals of various companies—to determine which you like or don't...and why. Be sure to check out my copyrighted criteria on what makes a good annual report—likewise online. And if you get a chance, check out the November issue of Chief Executive and read about the world's 10 best, and 10 worst, as selected for the 16th consecutive year by yours truly. I wish you well. It's truly a terrible thing your company has done to you—an unfair assignment for someone who has, in your words, "no prior experience." That's setting you up to fail, I'm afraid.

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Are you aware of any studies on how much time the average investor or prospective investor spends reading the average annual report? I suspect it’s not much, and is declining. Your comments, please.

S.C.: I’ve long maintained this is an impossible task—determining how much "the average reader," investor or otherwise, takes with an annual report. To me, it’s like asking the man-in-the-street "What television programs do you watch?" Answer, I’d guess: "Oh, we only watch PBS. Public television’s programming is so highbrow, you know. We have better things to do with our time than waste it watching sitcoms." But at my last conference, this past fall in New Orleans, a woman from a drug company said she was aware of studies showing something like 38 minutes is invested by the average reader, whether investor (stockholder) or prospective investor. That "study" certainly is news to me. And, frankly, I question it. So, to answer your question: I’m not aware of any authenticated (as contrasted to "urban legend") studies of annual report readership. I do agree with your suspicion that, increasingly, less time is spent with annuals. Again, that’s strictly something I surmise, pure conjecture. Does that mean the annual report should be done away with? Absolutely not.

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What do you consider to be the relative value to U.K. equity investors of (a) the narrative sections found in published annual reports; (b) the historical cost financial statements contained in annuals, and (c) information about companies found from sources other than the annual report—newspapers, the Internet, etc.?

S.C.: For openers, this applies to any annual report, not just those produced in the United Kingdom, or exclusively for U.K. investors. I’m aware there’s a trend abroad toward the summary annual report, a truncated version of the real thing. Often, in fact, it’s not even so identified—no warning up front that it doesn’t contain all the information. Several U.K. companies, and one or two in the States, have run, in tiny type, the warning that "investment decisions shouldn’t be made based on the abbreviated data provided; that stockholders should read all the financial data included in the Form 10-K, which they can obtain simply by writing the corporate secretary." Yeah, right. It’s not going to happen, and companies know it. I believe many companies—their CEOs, let’s say, fixing blame where it’s due—don’t fully appreciate vast potential of the annual report. Not only is it an historical document without parallel, it’s the one place where a corporation can chronicle its year’s activities and accomplishments. Historical cost financial statements? That’s not a term I’m acquainted with. If you mean, simply, a company’s financials, let me tell you that’s where I go to build a case against a company. (See my 1998 world’s worst listing for more specifics.) Information obtained elsewhere? Not all will be accurate, necessarily—especially on the Internet, where everything must be questioned...whether facts presented weren’t just fabricated, the product of a fertile mind. Perhaps, indeed, "an urban legend," sworn to by people as accurate; "I know, because my barber heard it from a customer who knows someone who works at such-and-such company, and they swear the story is true." So, I’d be far more inclined to accept what a company tells me in its annual report—assuming an air of skepticism all the while—than anything I read on the Internet. What newspapers report? Perhaps a trifle more valid. Even then, the old adage comes to mind: "You can’t believe everything you read." Increasingly, that’s never more true.

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Where do I go on the 'net to order annual reports?

S.C.: Haven't I answered this, in detail, in response to an earlier AR Answer Man question? Hint: The answer involves The Wall Street Journal online, which one must subscribe to.

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Where do I find the regulation(s) stipulating the rules regarding the exact mailing date of the annual report—how many days before the shareholder meeting? Most of our clients have always used 30 says, but a new IPO (initial public offering) we are working with would like to see a regulation concerning this.

S.C.: Reason for the confusion is because so many different rules and regulations have been bandied about, usually by corporate officers afraid if they tell you the truth, you'll push them up against the deadline. Actually, the only person who knows the answer to your question is the corporate secretary, who has the responsibility for mailing of the annual report to shareholders. My understanding, simply, is that the annual report must be assumed, based on when and how it's mailed, to have arrived with if not before the proxy material. Whether it's 30 days or three weeks or whatever. Reason for this timing? Stockholders presumably must have all applicable data/knowledge/facts before casting a vote. That's in event of a lawsuit—so a company can say its report was mailed in sufficient time to permit the average stockholder to have received, and perused, it prior to casting a vote. Many companies of course pretty much solve the problem by piggybacking the proxy onto the annual report—so both arrive simultaneously. From a practical standpoint, of course, management controls sufficient votes to make unnecessary votes from us "little people" anyway. Lots of such "old saws," as we call them, are bandied about, become modern-day "urban legends." Last I heard authoritatively, 21 days in advance of the annual meeting was the suggested length of time companies should allow for their annuals to be received.

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What's the future of photography in annual reports? Will most annuals go electronic, and how will this affect photography?

S.C.: First, I don't think you'll see a decline in use of high-quality photography in annual reports to shareholders. I am pleased that, among 1998 reports, only 4.5% (off more than a fifth from 5.8%) corporations worldwide were taken to task for using "pick-up pix"—photos not taken specifically for the report. Of course, most annuals already have "gone electronic," as you put it. I see those photos used in the print edition appearing online as well, illustrating and illuminating text. Photographers of course need to insure their contract calls for them to receive payment not only for print use but online as well.

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The sales revenue of your company has decreased by 30% due to the current economic situations in your country. The Board of Directors wishes to identify the causes for the decline in sales. The Board has decided to employ a questionnaire method to collect the necessary data and information from its customers. You are asked to design a questionnaire for the above purpose. Draw up a comprehensive questionnaire to handle the above situation.

S.C.: First off, I've taken the liberty of lower-casing all the words you capitalized willy-Nilly—Silly stuff, Up and down, Etc. Also, one doesn't write "above," since that indicates the material it refers to is truly "above." Sometimes, it will end up on the prior page. One says "foregoing," rather than "above." Finally: Thank goodness I'm only into annual reports. I don't do questionnaires—certainly not the kind you've apparently been assigned to prepare. Did you think I'd do it for you? What, pray tell, does this have to do with annual reports?

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Since you are the "annual report" guru I thought you'd know the answer to this historical question. When were the first annual reports written? Were there annual reports, as we know them, in the 1920's? Or, did companies just send copies of their 10-K to shareholders?

S.C.: If you had done your homework—specifically, going onto my website and clicking on the current Chief Executive article—you'd have seen, in the very introduction, that the first annual was produced 175 years ago by Baltimore Gas and Electric Co. That fact, by the way, was unearthed by yours truly 17 years ago, at a huge investment of time and money. Also, if you checked out (on my Major Contents Page, of course) Richard A. Lewis' look at some of his favorites over the years, you'd know loads more about the subject and its history. The Form 10-K is somewhat of a recent element—its inclusion as part of the annual report, that is...or, even, supplanting the "traditional" report. When I began monitoring annuals worldwide—first, among 1982 reports—4.5% were seen to include, in whole or in part, the 10-K. That declined to 2.2% among 1983s, stands at 7.3%—one in 14—among '88s. I'm convinced that only bad actors go that route—resort to the legalistic version of the annual required by the Securities and Exchange Commission. In fact, I "debated" the chief law enforcement attorney for the SEC at a graphic artists' sponsored meeting in New York City. When she talked about the annual report, she held aloft—the 10-K. The audience of course was talking about other than the legalistic version required for filing.

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I'm a graphic designer and have done two annual reports in two years. I'm looking to do a lot more this year and I'd like to be better prepared in their planning. Would you know of any literature that touches on the strategic thinking behind an annual report and an actual client briefing/document one can follow?

S.C.: In a word: No. That's the kind of information imparted to attendees at my annual International Annual Report Conference. Meantime, presumably you've read all the elements on my website—so you know my philosophy concerning annuals, what they should contain and why, etc., etc., etc.

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IS THE MARKET CLOSING PRICE THE MARKET FOR COMMON STOCK PRICE FOUND IN THE ANNUAL REPORT? WHAT DOES SIC STAND FOR? WHERE DO YOU FIND SHAREHOLDER'S LATEST EARNINGS IN AN ANNUAL REPORT? WHAT ARE OPERATIONAL ASSETS AND WHERE ARE OPERATIONAL ASSESTS ON THE REPORT? HOW CAN YOU DETERMINE THE USEFUL LIFE OF THE ASSETS BASED ON THE INFORMATION IN THE ANNUAL REPORT?

S.C.: First off, HASN'T ANYONE TOLD YOU TYPING IN ALL CAPS IS AKIN TO SCREAMING? IT INDICATES TO ME YOU'RE VERY ANGRY. See how much calmer upper and lower case typing is? I'm at a loss to understand your questions, unless someone set you up to see if I would strike out on your terribly esoteric questions, which barely qualify as involving my specialty, annual reports to shareholders. But here goes: (1) I'm not completely sure I comprehend your question. But, in most annuals (though I don't believe the closing common stock price is required) you'll find closing stock price. (2) SIC can stand for Standard Industry Classification. In my usage it's akin to the word "not!" Sic in my usage refers to something that's stated but untrue—as with Bob Dilenschneider's opening quote in which he says my evaluations usually are on target or some such. (3) Most companies (88 of every 100) run a financial highlights page up front in the report. Most contain earnings, both overall and on a per-share basis. (4) Don't know specifically what "operational assets" are. But I can tell you I've seldom if ever seen that item listed. (5) You can't. I guess my question is, "Why would you want to?"

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I am an editor for a communications company in Tokyo. One of our clients (a life insurance company) has submitted an annual report in order for it to be translated into English. Afterward, I will be proofreading and rewriting this report before it is distributed worldwide. I believe the format for annual reports in Japan differs from those in North America. Is this entirely true? And, if so, how important is this difference? Would you mind giving me some advice with regard to the preparation involved, and the potential problems that might arise in a task of this nature?

S.C.: I see lots of annuals, for Japan-based companies, translated into English. They do indeed strike me as a tad "foreign." But that's the company's heritage, when you stop to think about it. In other words, shouldn't a report for a Japanese company smack of the Orient? Having said that: When a Tokyo-based firm, in this instance, wants to appeal to an English-speaking audience, it ought to adhere to some of our traditions and/or standards, such as those criteria I've promulgated—just as I would do if I were assigned to produce a report with appeal to a Japanese audience. One other thing I should clarify. My reference to "an English-speaking audience": Should that audience be in the United Kingdom, say, rather than the States, then the approach might well vary from the U.S. tack—one more appealing to a British audience. Hope this helps.

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I am a university student in Ireland assigned to analyse the annual report of either a U.S. company or U.K. one. Perhaps you could direct me to a suitable report and give me advice on how to go about analyzing this report?

S.C.: You should peruse my website—learn about my 15 copyrighted criteria. Also read the Chief Executive material concerning the 10 worst—both my piece and by clicking on the Chief Executive link. You couldn't go wrong analyzing the Ameritech report, world's most perfect three years in a row. Or the U.K.'s Reuters report. You'll see a link, also on my website, to the producers of those reports, who may be able to ship you a copy. Remember, always: God helps those who help themselves! Go get 'em! And good luck in your studies.

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Any ideas on how to make the most of creating an annual report on an extremely low budget? I would like it to look as nice as possible.

S.C.: First off, while everyone seems to think I favor a colorful report, that's not true. A four-color book is not at all necessary, though most major corporations around the world go that route today. A report done in black with a hit or two of an accent color (brown, second hit of black, perhaps, maybe a coat of varnish) can be elegant, though. Be sure you work with a printer or paper merchant to come up with the best quality paper stock—opacity (lack of see-through) is important—at the lowest possible price. Use existing photographs, but convert them into works of art, a mezzotint, I believe the word is, referred to by some as a line conversion. Can help do away with location photography, for instance. Use inside typographers only if it's a last resort. Most of all, use professionals who know what they're doing. Be sure, no matter how lean your report, to use a cover that's substantial—it'll make an otherwise-skimpy book feel more first-rate, at least. If worse comes to worse, get a good amateur photographer to take pictures. Emphasize people, rather than things. And be sure to identify all employees—us common folk, I call them/us. Not least, look at what others have done, which you admired, which you wouldn't get caught dead producing. Ask others in the annual report business for ideas, possibly even direct assistance. Not least: pray! (Check out Jerry Herring's book on annual report design, referred to on my website—Sid Cato's Credentials, I believe is the location of reference to Herring's manual.)

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Can you name any good reports published in bad financial years? If so, I'd like to get hold of the books and review them.

S.C.: First off, the company's showing has absolutely no influence on what I think of its report. I was accused for years of only liking (1) huge corporations with big budgets and (2) firms that had a good year. Neither is true—as Mosinee Paper, based in a tiny Wisconsin town, showed, its annuals making No. 1, alone or tied, three times this decade. One of those years it had a loss to report. What I advise a company with a bad year to report is (1) tell the truth, without windup before the pitch; (2) explain why, perhaps, the showing isn't so bad as it might appear at first glance; (3) why management expected the poor performance—or, if it didn't, why it wasn't prepared, how it could have allowed itself to be caught off-guard. And what it's doing to insure such surprises are minimized in the future. I believe it goes without saying that a company with a poor performance to report shouldn't invest a bundle in its succeeding annual. But neither should it produce a bare bones book. What professionals look for is consistency—through good years or bad. And for sure, don't let management scale back its disclosure. In a bad year, disclosure should be the very fullest possible.

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I'm looking for some benchmarking data on the cost of annual reports. I read your Oct. 1 news release indicating the per-copy investment of $2.99, predicated on a print run of "just over half a million copies." However, I'm having difficulty finding comparable data for a print run of just 25,000 copies. Can you help?

S.C.: Okay. How's about 25,000 copies at $3.85? 60,000 copies at $1.15? 60,000 at $3? 55,000 at $5.90? 90,000 at $1.25? (Excluded are charges for internal staff time as well as postage and handling, traditionally part of the corporate secretary's function.)

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Are there any people out there who collect annual reports?

S.C.: For the first 10 years of evaluating the world's annuals, I retained them, but the burden—on me and on the structure of my home—became overwhelming. There's an annual report library in San Francisco you can locate online. Also, Nancy Fuller at Corporate Annual Reports in New York City I believe has reports available for on-site perusal. (Assume the firm has a website.)

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Can a company produce a pdf. file of an annual report and then sell it? Moody´s and a couple of other companies offer "collections" of ARs on CD-ROM. How do they do that? Can this be done with old annuals? After all, the AR stays exactly the same; selling the pdf. file is selling the service of making the pdf. file, which is not actually the same as selling the paper version.

S.C.: I'm guessing you could get away with this, probably without legal repercussion. That's assuming you didn't alter the report whatsoever, didn't attach negative comments and the like. Keep in mind one of Cato's contentions: Heaven help the company whose online annual deviates whatsoever—whatsoever—from the print version. If I buy your stock based on the incomplete, truncated online version and the stock tanks, we're talking major lawsuits!

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I would like to know how German companies can participate in your competition. When do we have to subscribe, which details do you need and how much does it cost?

S.C.: First, all you have to do to have your annual report evaluated as part of my 17th annual competition is—send it to me! (Address is online.) It costs nothing, but I don't promise to communicate my findings to you personally. (They may appear in my newsletter, or online, though. It's your responsibility to stay tuned in case something appears.) Unless, of course, you wish a full-bodied critique. Again, complete details are available online, including how to effect a wire transfer of funds. Critiques are running more than 70 pages in length currently. You may subscribe, of course, to my newsletter any time—again, using the online order form. But most whose reports I analyze are not subscribers. That's not a requirement. One tip: Rush your report to me quickly as soon as it's printed. (You must use a street address for delivery purposes. POBox for mailing your report(s) to me.) And good luck!

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I see that you plan to be tougher on identification of employees in photos. I agree that we should identify all employees and customers who are reasonably identifiable—that is, in a photo designed to show a specific activity. But we deal with many contract companies building our plants, drilling wells, etc., and it's often difficult to identify their employees, especially in distant photos. We also include some photos of people as design elements—usually symbolic photos with artistic treatment. What's your feeling about these cases?

S.C.: Your point is well taken. My rationale is that if we always, without fail, identify executives, then why shouldn't "us little people" be treated likewise? I guess my test, using the hypothesis you advanced, would be: If they were executives (in the examples you cited), would they be identified in the annual report? Then they should be if they're "just" workers/employees. If you wouldn't identify them even if they were execs, then it's okay not to name workers.

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