Exhibit Index begins on page 11 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) X Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 [No Fee Required] for the fiscal year ended December 26, 1999 or ___ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 [No Fee Required] for the transition period from ______________ to _____________. Commission file number 1-6961 GANNETT CO., INC. (Exact name of registrant as specified in its charter) Delaware 16-0442930 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 1100 Wilson Boulevard, Arlington, Virginia 22234 (Address of principal executive offices) (Zip Code) (Registrant's telephone number, including area code) (703) 284-6000 Securities registered pursuant to Section 12(b) of the Act: Name of each exchange Title of each class on which registered Common Stock, Par Value $1.00 New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None (Title of Class) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No __ -1-
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ X ] The aggregate market value of the voting stock held by non-affiliates of the registrant as of March 3, 2000 was $17,467,183,778. The number of shares outstanding (basic) of the registrant's Common Stock, Par Value $1.00, as of March 3, 2000 was 270,000,105. Documents incorporated by reference. (1) Portions of the registrant's Annual Report to Shareholders for the fiscal year ended December 26, 1999 in Parts I, II and III. (2) Portions of the registrant's Proxy Statement issued in connection with its Annual Meeting of Shareholders to be held on May 2, 2000. -2-
CROSS REFERENCE SHEET The information required in Parts I, II and III of the Form 10-K is incorporated by reference to sections of the company's 1999 Annual Report to Shareholders ("Annual Report") and its definitive Proxy Statement for the Annual Meeting of Shareholders to be held May 2, 2000 ("Proxy Statement") as described below: Part I Item 1. Business. Form 10-K Information (Annual Report pp. 55-69); Note 10 - Business Segment Information (Annual Report p. 50). Item 2. Properties. Properties (Annual Report pp. 58 and 61); Corporate Facilities (Annual Report p. 63); Markets We Serve (Annual Report pp. 70-74). Item 3. Legal Proceedings. Note 9 - Commitments, Contingent Liabilities and Other Matters (Annual Report p. 49); Regulation (Annual Report pp. 59 and 61). Item 4. Submission of Matters Not applicable. to a Vote of Security Holders. Part II Item 5. Market for Registrant's Gannett Shareholder Services (Annual Common Equity and Report, p. 77); Company Related Stockholder Profile (Annual Report, p. 1); Matters Gannett Common Stock Prices (Annual Report p. 22); Dividends (Annual Report p. 33). Item 6. Selected Financial Eleven-Year Summary and Notes to Data. Eleven-Year Summary (Annual Report pp. 52-54). Item 7. Management's Discussion Management's Discussion and Analysis and Analysis of of Results of Operations and Financial Financial Condition and Position (Annual Report pp. 23-33). Results of Operations. Item 7A. Quantitative and The company is not subject to market risk Qualitative Disclosures associated with derivative financial about Market Risk instruments or derivative commodity instruments, as the company is not a party to any such instruments. The company believes that its market risk from other financial instruments, such as accounts receivable, accounts payable and debt, is not material. The company is exposed to foreign exchange rate risk primarily due to its acquisition of Newsquest, which uses British pounds as its functional currency which is then translated into U.S. dollars. Item 8. Financial Statements Consolidated Financial Statements and and Supplementary Data. Notes to Consolidated Financial State- ments (Annual Report pp. 34-50). Effects of inflation and changing prices (Annual Report p. 33); Quarterly Statements of Income (Annual Report pp. 66-67). Item 9. Changes in and None. Disagreements with Accountants on Account- ing and Financial Disclosure. -3-
Part III Item 10. Directors and Executive Executive Officers of the Officers of the Registrant. company are listed below: Sara M. Bentley - President, Gannett Northwest Newspaper Group, and President and Publisher, Statesman Journal Thomas L. Chapple - Senior Vice President, General Counsel, and Secretary Richard L. Clapp - Senior Vice President, Human Resources Susan Clark-Johnson - Senior Group President, Gannett Pacific Newspaper Group, and President and Publisher, Reno (Nev.) Gazette-Journal Michael J. Coleman - Senior Group President, Gannett South Newspaper Group, and President and Publisher, FLORIDA TODAY at Brevard County Robert T. Collins - President, New Jersey Newspaper Group, and President and Publisher, Asbury Park Press and Home News Tribune, East Brunswick, NJ John J. Curley - Chairman and Chief Executive Officer Thomas Curley - Senior Vice President, Administration, and President and Publisher, USA TODAY Philip R. Currie - Senior Vice President, News, Gannett Newspaper Division Ardyth R. Diercks - Senior Vice President, Gannett Television Craig A. Dubow - Executive Vice President, Gannett Television Daniel S. Ehrman, Jr. - Vice President, Planning & Development Millicent A. Feller - Senior Vice President, Public Affairs and Government Relations Lawrence P. Gasho - Vice President, Financial Analysis George R. Gavagan - Vice President and Controller Denise H. Ivey - President, Gannett Gulf Coast Newspaper Group, and President and Publisher, Pensacola News Journal John B. Jaske - Senior Vice President, Labor Relations and Assistant General Counsel Richard A. Mallary - Senior Vice President, Gannett Broadcasting Gracia C. Martore - Treasurer and Vice President, Investor Relations Douglas H. McCorkindale - Vice Chairman and President Larry F. Miller - Executive Vice President and Chief Financial Officer Craig A. Moon - President, Piedmont Newspaper Group, and President and Publisher, The Tennessean Roger Ogden - Vice President, Gannett Television, and President and General Manager, KUSA-TV, Denver W. Curtis Riddle - Senior Group President, Gannett East Newspaper Group, and President and Publisher, The News Journal (Wilmington, DE) Carleton F. Rosenburgh - Senior Vice President, Gannett Newspaper Division Gary F. Sherlock - President, Gannett Atlantic Newspaper Group, and President and Publisher, The Journal News Mary P. Stier - President, Gannett Midwest Newspaper Group, and President and Publisher, Rockford Register Star Frank J. Vega - President and CEO, Detroit Newspapers Cecil L. Walker - President, Gannett Broadcasting Division Gary L. Watson - President, Gannett Newspaper Division -4-
Information concerning the Executive Officers of the company is included in the Annual Report on pages 18-20. Information concerning the Board of Directors of the company is incorporated by reference to the company's Proxy Statement pursuant to General Instruction G(3) to Form 10-K. Item 11. Executive Compensation. Incorporated by reference to the company's Proxy Statement pursuant to General Instruction G(3) to Form 10-K. Item 12. Security Ownership of Certain Incorporated by reference to the Beneficial Owners and company's Proxy Statement pursuant to Management. General Instruction G(3) to Form 10-K. Item 13. Certain Relationships and Incorporated by reference to the Related Transactions. company's Proxy Statement pursuant to General Instruction G(3) to Form 10-K. -5-
Part IV Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K. (a) Financial Statements, Financial Statement Schedules and Exhibits. (1) Financial Statements. The following financial statements of the company and the accountants' report thereon are included on pages 34 through 51 of the company's 1999 Annual Report to Shareholders and are incorporated herein by reference: Consolidated Balance Sheets as of December 26, 1999 and December 27, 1998. Consolidated Statements of Income - Fiscal Years Ended December 26, 1999, December 27, 1998, and December 28, 1997. Consolidated Statements of Cash Flows - Fiscal Years Ended December 26, 1999, December 27, 1998, and December 28, 1997. Consolidated Statements of Changes in Shareholders' Equity - December 26, 1999, December 27, 1998, and December 28, 1997. Notes to Consolidated Financial Statements. Report of Independent Accountants. -6-
(2) Financial Statement Schedules. The following financial statement schedules are incorporated by reference to "Schedules to Form 10-K Information" appearing on pages 68 and 69 of the company's 1999 Annual Report to Shareholders: Schedule V - Property, Plant and Equipment. Schedule VI - Accumulated Depreciation and Amortization of Property, Plant and Equipment. Schedule VIII - Valuation and Qualifying Accounts. Schedule X - Supplementary Income Statement Information. The Report of Independent Accountants on Financial Statement Schedules appears on page 8 of this Form 10-K. Note: All other schedules are omitted as the required information is not applicable or the information is presented in the consolidated financial statements or related notes. (3) Pro Forma Financial Information. Not Applicable. (4) Exhibits. See Exhibit Index for list of exhibits filed with this Annual Report on Form 10-K. Management contracts and compensatory plans or arrangements are identified with asterisks on the Exhibit Index. (b) Reports on Form 8-K. (1) Current Report on Form 8-K/A dated October 5, 1999, in connection with the company's acquisition of Newsquest plc. (2) Current Report on Form 8-K dated December 7, 1999 in connection with the sale of the company's cable business. -7-
REPORT OF INDEPENDENT ACCOUNTANTS ON FINANCIAL STATEMENT SCHEDULES To the Board of Directors and Shareholders of Gannett Co., Inc. Our audits of the consolidated financial statements referred to in our report dated January 31, 2000 appearing on page 51 of the 1999 Annual Report to Shareholders of Gannett Co., Inc. (which report and consolidated financial statements are incorporated by reference in this Annual Report on Form 10-K) also included an audit of the Financial Statement Schedules listed in Item 14(a) of this Form 10-K. In our opinion, these Financial Statement Schedules present fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. /s/PRICEWATERHOUSECOOPERS, LLP - -------------------------------- PRICEWATERHOUSECOOPERS, LLP Washington, D.C. January 31, 2000 -8-
SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: February 23, 2000 GANNETT CO., INC. (Registrant) By /s/Douglas H. McCorkindale ------------------------------ Douglas H. McCorkindale, Vice Chairman and President Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated. Dated: February 23, 2000 /s/John J. Curley ------------------------------ John J. Curley, Director, Chairman and Chief Executive Officer Dated: February 23, 2000 /s/Douglas H. McCorkindale ------------------------------ Douglas H. McCorkindale, Director, Vice Chairman and President Dated: February 23, 2000 /s/Larry F. Miller ------------------------------ Larry F. Miller, Executive Vice President and Chief Financial Officer Dated: February 23, 2000 /s/H. Jesse Arnelle ------------------------------ H. Jesse Arnelle, Director Dated: February 23, 2000 /s/Meredith A. Brokaw ------------------------------ Meredith A. Brokaw, Director Dated: February 23, 2000 /s/Stuart T.K. Ho ------------------------------ Stuart T.K. Ho, Director -9-
Dated: February 23, 2000 /s/Drew Lewis ------------------------------ Drew Lewis, Director Dated: February 23, 2000 /s/Josephine P. Louis ------------------------------ Josephine P. Louis, Director Dated: February 23, 2000 /s/Samuel J. Palmisano ------------------------------ Samuel J. Palmisano, Director Dated: February 23, 2000 /s/Karen Hastie Williams ------------------------------ Karen Hastie Williams, Director -10-
EXHIBIT INDEX Exhibit Number Exhibit Location 3-1 Second Restated Certificate Incorporated by reference to Exhibit of Incorporation of Gannett Co., 3-1 to Gannett Co., Inc's Form 10-K Inc. for the fiscal year ended December 26, 1993 ("1993 Form 10-K"). Amendment incorporated by reference to Exhibit 3-1 to the 1993 Form 10-K. 3-2 By-laws of Gannett Co., Inc. Incorporated by reference to Exhibit (reflects all amendments 3-1 to Gannett Co., Inc.'s Form 10-Q through September 24, 1997) for the fiscal quarter ended September 28, 1997. 4-1 $1,000,000,000 Revolving Incorporated by reference to Exhibit Credit Agreement among 4-1 to the 1993 Form 10-K. Gannett Co., Inc. and the Banks named therein. 4-2 Amendment Number One Incorporated by reference to Exhibit to $1,000,000,000 Revolving 4-2 to Gannett Co., Inc.'s Form 10-Q Credit Agreement among for the fiscal quarter ended June 26, Gannett Co., Inc. and the 1994. Banks named therein. 4-3 Amendment Number Two to Incorporated by reference to Exhibit $1,500,000,000 Revolving 4-3 to Gannett Co., Inc.'s Form 10-K Credit Agreement among for the fiscal year ended Gannett Co., Inc. and the December 31, 1995. Banks named therein. 4-4 Amendment Number Three to Incorporated by reference to Exhibit $3,000,000,000 Revolving 4-4 to Gannett Co., Inc.'s Form 10-Q Credit Agreement among for the fiscal quarter ended Gannett Co., Inc. and the Banks September 29, 1996. named therein. 4-5 Indenture dated as of March 1, Incorporated by reference to Exhibit 1983 between Gannett Co., Inc. 4-2 to Gannett Co., Inc.'s Form 10-K and Citibank, N.A., as Trustee. for the fiscal year ended December 29, 1985. 4-6 First Supplemental Indenture Incorporated by reference to Exhibit dated as of November 5, 1986 4 to Gannett Co., Inc.'s Form 8-K among Gannett Co., Inc., filed on November 9, 1986. Citibank, N.A., as Trustee, and Sovran Bank, N.A., as Successor Trustee. 4-7 Second Supplemental Indenture Incorporated by reference to dated as of June 1, 1995, Exhibit 4 to Gannett Co., Inc.'s among Gannett Co., Inc., Form 8-K filed on June 15, 1995. NationsBank, N.A., as Trustee, and Crestar Bank, as Trustee. 4-8 Rights Plan. Incorporated by reference to Exhibit 1 to Gannett Co., Inc.'s Form 8-K filed on May 23, 1990. 4-9 Amendment Number Four to Incorporated by reference to $3,000,000,000 Revolving Exhibit 4-9 to Gannett Co. Inc's Credit Agreement among Form 10-Q filed on August 12, 1998. Gannett Co., Inc. and the Banks named therein. -11-
10-1 Employment Agreement dated Incorporated by reference to Gannett December 7, 1992 between Co., Inc.'s Form 10-K for the fiscal Gannett Co., Inc. and John J. year ended December 27, 1992 ("1992 Curley.* Form 10-K"). 10-2 Employment Agreement dated Incorporated by reference to the 1992 December 7, 1992 between Form 10-K. Gannett Co., Inc. and Douglas H. McCorkindale.* 10-3 Gannett Co., Inc. 1978 Incorporated by reference to Exhibit Executive Long-Term Incentive 10-3 to Gannett Co., Inc.'s Form 10-K Plan* for the fiscal year ended December 28, 1980. Amendment No. 1 incorporated by reference to Exhibit 20-1 to Gannett Co., Inc.'s Form 10-K for the fiscal year ended December 27, 1981. Amendment No. 2 incorporated by reference to Exhibit 10-2 to Gannett Co., Inc.'s Form 10-K for the fiscal year ended December 25, 1983. Amendments Nos. 3 and 4 incorporated by reference to Exhibit 4-6 to Gannett Co., Inc.'s Form S-8 Registration Statement No. 33-28413 filed on May 1, 1989. Amendments Nos. 5 and 6 incorporated by reference to Exhibit 10-8 to Gannett Co., Inc.'s Form 10-K for the fiscal year ended December 31, 1989. Amendment No. 7 incorporated by reference to Gannett Co., Inc.'s Form S-8 Registration Statement No. 333-04459 filed on May 24, 1996. Amendment No. 8 incorporated by reference to Exhibit 10-3 to Gannett Co., Inc.'s Form 10-Q for the quarter ended September 28, 1997. Amendment dated December 9, 1997, incorporated by reference to Gannett Co., Inc.'s 1997 Form 10-K. Amendment No. 9 incorporated by reference to Exhibit 10-3 to Gannett Co., Inc.'s Form 10-Q for the quarter ended June 27, 1999. 10-4 Description of supplemental Incorporated by reference to Exhibit insurance benefits.* 10-4 to the 1993 Form 10-K. 10-5 Gannett Co., Inc. Supplemental Attached. Retirement Plan, as amended.* 10-6 Gannett Co., Inc. Retirement Incorporated by reference to Exhibit Plan for Directors.* 10-10 to the 1986 Form 10-K. 1991 Amendment incorporated by reference to Exhibit 10-2 to Gannett Co., Inc.'s Form 10-Q for the quarter ended September 29, 1991. Amendment to Gannett Co., Inc. Retirement Plan for Directors dated October 31, 1996, incorporated by reference to Exhibit 10-6 to the 1996 Form 10K. -12-
10-7 Amended and Restated Incorporated by reference to Exhibit Gannett Co., Inc. 1987 10-1 to Gannett Co., Inc.'s Form 10-Q Deferred Compensation Plan.* for the fiscal quarter ended September 29, 1996. Amendment No. 5 incorporated by reference to Exhibit 10-2 to Gannett Co., Inc.'s Form 10-Q for the quarter ended September 28, 1997. Amendment No. 2 to January 1, 1997 Restatement incorporated by reference to Exhibit 10-7 to Gannett Co., Inc.'s Form 10-Q for the quarter ended June 27, 1999. 10-8 Gannett Co., Inc. Transitional Incorporated by reference to Exhibit Compensation Plan.* 10-13 to Gannett Co., Inc.'s Form 10-K for the fiscal year ended December 30, 1990. 13 Portions of 1999 Annual Report Attached. to Shareholders incorporated by reference. 21 Subsidiaries of Gannett Co., Attached. Inc. 23 Consent of Independent Attached. Accountants. 27 Financial Data Schedules. Attached. The company agrees to furnish to the Commission, upon request, a copy of each agreement with respect to long-term debt not filed herewith in reliance upon the exemption from filing applicable to any series of debt which does not exceed 10% of the total consolidated assets of the company. * Asterisks identify management contracts and compensatory plans or arrangements. -13-