Exhibit Index begins
on page 12
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 30, 2001
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)
7950 Jones Branch Drive, McLean, VA 22107-0910
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code) (703) 854-6000
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
Common Stock, Par Value $1.00 New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No __
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Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ X ]
The aggregate market value of the voting stock held by non-affiliates of the
registrant as of March 8, 2002 was $20,110,302,500.
The number of shares outstanding (basic) of the registrant's Common Stock,
Par Value $1.00, as of March 8, 2002 was 266,457,262.
Documents incorporated by reference.
(1) Portions of the registrant's Annual Report to Shareholders for the fiscal
year ended December 30, 2001 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 7, 2002.
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CROSS REFERENCE SHEET
The information required in Parts I, II and III of the Form 10-K is
incorporated by reference to sections of the company's 2001 Annual Report to
Shareholders ("Annual Report") and its definitive Proxy Statement for the Annual
Meeting of Shareholders to be held May 7, 2002 ("Proxy Statement") as
described below:
Part I
Item 1. Business. Form 10-K Information (Annual Report
pp. 51-65); Note 10 - Business Segment
Information (Annual Report p. 46).
Item 2. Properties. Properties (Annual Report pp. 54, 55
and 58); Corporate Facilities (Annual
Report p. 59); Markets We Serve (Annual
Report pp. 66-70).
Item 3. Legal Proceedings. Note 9 - Commitments and Contingent
Liabilities (Annual Report p. 45);
Regulation (Annual Report pp. 55 and 58).
Item 4. Submission of Matters Not applicable.
to a Vote of Security
Holders.
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Part II
Item 5. Market for Registrant's Gannett Shareholder Services (Annual
Common Equity and Report, p. 73); Company Profile (Annual
Related Stockholder Report, p. 1); Gannett Common Stock
Matters Prices (Annual Report p. 18);
Dividends (Annual Report p. 29).
Item 6. Selected Financial Eleven-Year Summary and Notes to
Data. Eleven-Year Summary (Annual Report
pp. 48-50).
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. 19-29).
Results of Operations.
Item 7A. Quantitative and The company is not subject to market risk
Qualitative Disclosures associated with derivative commodity
about Market Risk 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 operations in
the United Kingdom, which use British pounds
as their 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. 30-46).
Effects of inflation and changing prices
(Annual Report p. 29); Quarterly
Statements of Income (Annual Report
pp. 62-63).
Item 9. Changes in and None.
Disagreements with
Accountants on Account-
ing and Financial
Disclosure.
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Part III
Item 10. Directors and Executive Executive Officers of the
Officers of the Registrant. company are listed below:
Christopher W. Baldwin, Vice President, Taxes. Age 58.
James T. Brown, Non-executive Chairman, Newsquest. Formerly:
Executive Chairman, Newsquest (2001); Chairman (1996-2001).
Age 66.
Thomas L. Chapple - Senior Vice President, General Counsel
and Secretary. Age 54.
Richard L. Clapp - Senior Vice President, Human Resources. Age 61.
Susan Clark-Johnson - Chairman and CEO, Phoenix Newspapers,
Inc., and Senior Group President, Gannett Pacific
Newspaper Group. Formerly: Senior Group President, Gannett
Pacific Newspaper Group and President and Publisher, Reno
(Nev.) Gazette-Journal (1994-2000). Age 55.
Michael J. Coleman - Senior Group President, Gannett South Newspaper
Group, and President and Publisher, FLORIDA TODAY at Brevard
County. Age 58.
Robert T. Collins - President, New Jersey Newspaper Group, and
President and Publisher, Asbury Park Press. Formerly: President,
New Jersey Newspaper Group, and President and Publisher, Asbury
Park Press, Home News Tribune, East Brunswick, N.J. and Ocean
County Newspapers (1998-2001); President and Publisher, Asbury
Park Press and Home News Tribune (1997-1998); President and
Publisher, Courier-Post, Cherry Hill, N.J. (1993-1997). Age 59.
Thomas Curley - Senior Vice President, Administration of Gannett,
and President and Publisher, USA TODAY. Formerly: President and
Publisher, USA TODAY (1991-1998). Age 53
Philip R. Currie - Senior Vice President, News, Gannett Newspaper
Division. Age 61.
Paul Davidson, Chief Executive, Newsquest. Formerly: Group Managing
Director (1995-2001). Age 47.
Ardyth R. Diercks - Senior Vice President, Gannett Television,
and President and General Manager, WUSA-TV, Washington, D.C.
Formerly: Senior Vice President, Gannett Television (1998-2001);
President and General Manager, KSDK-TV, St. Louis (1996-1998).
Age 47.
Craig A. Dubow - President and CEO, Gannett Broadcasting.
Formerly: President, Gannett Television (2000-2001); Executive
Vice President, Gannett Television (1996-2000). Age 47.
Daniel S. Ehrman, Jr. - Vice President, Planning & Development.
Formerly: Senior Vice President, Gannett Broadcasting (1995-1997).
Age 55.
Millicent A. Feller - Senior Vice President, Public Affairs
and Government Relations. Age 54.
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Lawrence P. Gasho - Vice President, Financial Analysis. Age 59.
George R. Gavagan - Vice President and Controller. Formerly: Vice
President, Corporate Accounting Services (1993-1997). Age 55.
Denise H. Ivey - President, Gannett Gulf Coast Newspaper
Group, and President and Publisher, Pensacola News Journal.
Age 51.
John B. Jaske - Senior Vice President, Labor Relations and
Assistant General Counsel. Age 57.
Richard A. Mallary - Senior Vice President, Gannett Television.
Age 59.
Gracia C. Martore - Senior Vice President of Finance and Treasurer.
Formerly: Treasurer and Vice President, Investor Relations
(1998-2001); Vice President, Treasury Services and Investor
Relations (1996-1998). Age 50.
Douglas H. McCorkindale - Chairman, President and Chief Executive
Officer. Formerly: President, Chief Executive Officer and Vice
President (2000-January, 2001); Vice Chairman and President
(1997-2000); Vice Chairman and Chief Financial and Administrative
Officer (1985-1997). Age 62.
Larry F. Miller - Executive Vice President, Operations, and Chief
Financial Officer. Formerly: Executive Vice President and Chief
Financial Officer (1997-2001); Senior Vice President, Financial
Planning and Controller (1991-1997). Age 63.
Craig A. Moon - President, Gannett Piedmont Newspaper Group, and
President and Publisher, The Tennessean, Nashville.
Formerly: Vice President, Gannett South Newspaper Group, and
President and Publisher, The Tennessean (1991-1999). Age 52.
Roger Ogden - Senior Vice President, Gannett Television, and
President and General Manager, KUSA-TV, Denver. Age 56.
W. Curtis Riddle - Senior Group President, Gannett East Newspaper
Group, and President and Publisher, The News Journal,
Wilmington, Delaware. Age 51.
Gary F. Sherlock - President, Gannett Atlantic Newspaper
Group, and President and Publisher, The Journal News,
Westchester County, N.Y. Age 56.
Mary P. Stier - Senior Group President, Gannett Midwest
Newspaper Group, and President and Publisher, The Des Moines
Register. Formerly: President, Gannett Midwest Newspaper Group,
and President and Publisher, Rockford (IL) Register Star (1993-
2000). Age 45.
Wendell J. Van Lare, Vice President, Senior Labor Counsel. Age 57.
Frank J. Vega - President and CEO, Detroit Newspapers. Age 53.
Barbara W. Wall - Vice President, Senior Legal Counsel. Age 47.
Gary L. Watson - President, Gannett Newspaper Division. Age 56.
Information concerning the Executive Officers of the company is
included in the Annual Report on pages 14-15. 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.
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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.
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 30 through 47
of the company's 2001 Annual Report to Shareholders and are
incorporated herein by reference:
Consolidated Balance Sheets as of December 30, 2001 and
December 31, 2000.
Consolidated Statements of Income - Fiscal Years Ended
December 30, 2001, December 31, 2000, and December 26, 1999.
Consolidated Statements of Cash Flows - Fiscal Years Ended
December 30, 2001, December 31, 2000 and December 26, 1999.
Consolidated Statements of Changes in Shareholders' Equity -
December 30, 2001, December 31, 2000 and December 26, 1999.
Notes to Consolidated Financial Statements.
Report of Independent Accountants.
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(2) Financial Statement Schedules.
The following financial statement schedules are incorporated by
reference to "Schedules to Form 10-K Information" appearing on
pages 64 and 65 of the company's 2001 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 9 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 filed March 11, 2002, in
connection with a new revolving credit agreement.
(2) Current Report on Form 8-K filed March 14, 2002, in
connection with the sale of debt securities.
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REPORT OF INDEPENDENT ACCOUNTANTS ON
FINANCIAL STATEMENT SCHEDULES
To the Board of Directors and Shareholders
of Gannett Co., Inc.
Our audits of the consolidated financial statements referred to in our report
dated February 7, 2002 appearing on page 47 of the 2001 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
McLean, Va.
February 7, 2002
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Dated: February 19, 2002 GANNETT CO., INC. (Registrant)
By:/s/Larry F. Miller
------------------------------
Larry F. Miller,
Executive Vice President, Operations,
and Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant in the capacities and on the dates indicated.
Dated: February 19, 2002 /s/Douglas H. McCorkindale
------------------------------
Douglas H. McCorkindale,
Director, Chairman, President
and Chief Executive Officer
Dated: February 19, 2002 /s/Larry F. Miller
------------------------------
Larry F. Miller,
Executive Vice President, Operations,
and Chief Financial Officer
Dated: February 19, 2002 /s/H. Jesse Arnelle
------------------------------
H. Jesse Arnelle, Director
Dated: February 19, 2002 /s/Meredith A. Brokaw
------------------------------
Meredith A. Brokaw, Director
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Dated: February 19, 2002 /s/James A. Johnson
------------------------------
James A. Johnson, Director
Dated: February 19, 2002 /s/Stephen P. Munn
------------------------------
Stephen P. Munn, Director
Dated: February 19, 2002 /s/Samuel J. Palmisano
------------------------------
Samuel J. Palmisano, Director
Dated: February 19, 2002 /s/Donna E. Shalala
------------------------------
Donna E. Shalala, Director
Dated: February 19, 2002 /s/Karen Hastie Williams
------------------------------
Karen Hastie Williams, Director
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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. Amendment
dated May 2, 2000, incorporated by
reference to Gannett Co., Inc.'s Form
10-Q for the fiscal quarter ended
March 26, 2000.
3-2 By-laws of Gannett Co., Inc. Incorporated by reference to Exhibit
(reflects all amendments 3-2 to Gannett Co., Inc.'s Form 10-K
through February 1, 2001) for the fiscal year ended
December 31, 2000.
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.
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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.
Amendment incorporated by reference
to Gannett Co., Inc.'s Form 8-K
filed on May 2, 2000.
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.
4-10 $3,000,000,000 Competitive Incorporated by reference to Exhibit
Advance and Revolving Credit 4-10 to Gannett Co., Inc.'s Form 10-Q
Agreement among Gannett Co., filed on August 9, 2000.
Inc. and the Banks named
therein.
4-11 Amendment Number One to Incorporated by reference to Exhibit
$3,000,000,000 Competitive 4-11 to Gannett Co., Inc.'s Form 10-K
Advance and Revolving Credit for the fiscal year ended
Agreement among Gannett Co., December 31, 2000.
Inc. and the Banks named
therein.
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4-12 Amendment Number Two to Incorporated by reference to Exhibit
$3,000,000,000 Competitive 4-12 to Gannett Co., Inc.'s Form 10-Q
Advance and Revolving Credit for the quarter ended July 2, 2001.
Agreement among Gannett Co.,
Inc. and the Banks named
therein.
4-13 Form of 4.950% Note due Incorporated by reference to Exhibit
2005. 4.13 to Gannett Co., Inc.'s Form 8-K
filed on March 14, 2002.
4-14 Form of 5.500% Note due 2007. Incorporated by reference to Exhibit
4.14 to Gannett Co., Inc.'s Form 8-K
filed on March 14, 2002.
4-15 Form of 6.375% Note due 2012. Incorporated by reference to Exhibit
4.15 to Gannett Co., Inc.'s Form 8-K
filed on March 14, 2002.
4-16 Third Supplemental Indenture, Incorporated by reference to Exhibit
dated as of March 14, 2002, 4.16 to Gannett Co., Inc.'s Form 8-K
between Gannett Co., Inc. and filed on March 14, 2002.
Wells Fargo Bank Minnesota, N.A.,
as Trustee.
4-17 Competitive Advance and Incorporated by reference
Revolving Credit Agreement to Exhibit 10.11 to Gannett
dated as of March 11, 2002 Co., Inc.'s Form 8-K filed on
among Gannett Co., Inc., the March 14, 2002.
several lenders from time to
time parties thereto,
Bank of America, N.A., as
Administrative Agent, JP Morgan
Chase Bank and Bank One NA, as
Co-Syndication Agents, and
Barclays Bank PLC, as
Documentation Agent.
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.
Amendment No. 10 incorporated by
reference to Exhibit 10-3 to Gannett
Co., Inc's Form 10-Q for the quarter
ended June 25, 2000. Amendment No. 11
incorporated by reference to Exhibit
10-3 to Gannett Co., Inc.'s Form 10-K
for the fiscal year ended December 31,
2000.
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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 Incorporated by reference to Exhibit
Retirement Plan, as amended.* 10-5 to Gannett Co., Inc.'s Form 10-K
for the fiscal year ended
December 26, 1999. Amendments No.
1 and 2 attached.
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.
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.
Amendments Nos. 3 and 4 incorporated
by reference to Exhibit 10-7 to
Gannett Co., Inc.'s Form 10-K for the
fiscal year ended December 31, 2000.
Amendment No. 5 incorporated by
reference to Exhibit 10-7 to
Gannett Co., Inc.'s Form 10-Q for the
quarter ended July 1, 2001.
10-8 Gannett Co., Inc. Transitional Attached.
Compensation Plan, as amended
and restated October 22, 2001,
and as further amended on
December 4, 2001.*
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10-9 Employment Agreement dated Incorporated by reference to
January 1, 2001 between Exhibit 10-9 to Gannett Co., Inc.'s
Gannett Co., Inc. and Douglas H. Form 10-K for the fiscal year ended
McCorkindale.* December 31, 2000.
10-10 Omnibus Incentive Compensation Incorporated by reference to
Plan* Exhibit No. 4 to the Company's
Registration Statement on Form S-8
(Registration No. 333-60402).
Amendment No. 1 attached.
13 Portions of 2001 Annual Report Attached.
to Shareholders incorporated
by reference.
21 Subsidiaries of Gannett Co., Attached.
Inc.
23 Consent of Independent Attached.
Accountants.
The company agrees to furnish to the Commission, upon request, a copy
of each agreement with respect to long-term debt not filed herewith
in reliance upon the exemption from filing applicable to any series
of debt which does not exceed 10% of the total consolidated assets of
the company.
* Asterisks identify management contracts and compensatory plans
or arrangements.
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