UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-36097 GANNETT CO., INC. (Exact name of registrant as specified in its charter) Delaware 38-3910250 (State or Other Jurisdiction of Incorporation or O ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________________________________________________________________________________________________________ FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number:001-36097 ___________ ...

PART I. FINANCIAL INFORMATION [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) Net loss of **$9.4 million** reported; total assets grew to **$1.52 billion** and liabilities to **$833.7 million** from new lease accounting Condensed Consolidated Balance Sheet Highlights (Unaudited) | Account | March 31, 2019 ($ in thousands) | December 30, 2018 ($ in thousands) | | :--- | :--- | :--- | | **Total Assets** | **$1,520,668** | **$1,443,864** | | Cash and cash equivalents | $24,597 | $48,651 | | Goodwill | $316,208 | $310,737 | | Operating lease right-of-use assets | $102,583 | $— | | **Total Liabilities** | **$833,672** | **$725,094** | | Long-term debt | $435,426 | $428,180 | | Long-term operating lease liabilities | $96,248 | $— | | **Total Stockholders' Equity** | **$685,698** | **$717,223** | Condensed Consolidated Statements of Operations Highlights (Unaudited) | Metric | Three months ended March 31, 2019 ($ in thousands) | Three months ended April 1, 2018 ($ in thousands) | | :--- | :--- | :--- | | **Total Revenues** | **$387,599** | **$340,765** | | Advertising | $178,694 | $163,259 | | Circulation | $152,165 | $129,991 | | Operating (loss) income | $(1,435) | $7,051 | | **Net Loss** | **$(9,355)** | **$(665)** | | Net Loss per Share (Basic & Diluted) | $(0.15) | $(0.01) | - Net cash provided by operating activities was **$31.7 million**, an increase from **$18.7 million** in the prior-year period; net cash used in investing activities was **$37.7 million**, primarily for acquisitions; net cash used in financing activities was **$18.1 million**, mainly for dividend payments and debt repayments[20](index=20&type=chunk) - The company adopted the new lease accounting standard (ASU 2016-02, Topic 842) effective December 31, 2018, recognizing **$102.5 million** in right-of-use assets and **$109.2 million** in operating lease liabilities on the balance sheet[26](index=26&type=chunk)[53](index=53&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=27&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Revenue grew **13.7%** to **$387.6 million** from acquisitions, but net loss widened to **$9.4 million** due to rising costs and impairment - The company's strategy focuses on three key elements: organic growth (consumer and SMB strategies), strategic acquisitions of local media assets, and distributing a portion of free cash flow as dividends[113](index=113&type=chunk) - In Q1 2019, the company acquired 10 daily newspapers, 11 weekly publications, and other assets for an aggregate purchase price of **$34.5 million**[128](index=128&type=chunk) Q1 2019 vs Q1 2018 Performance Summary | Metric | Q1 2019 ($ in millions) | Q1 2018 ($ in millions) | Change (%) | | :--- | :--- | :--- | :--- | | Total Revenue | $387.6 | $340.6 | +13.7% | | Operating Costs | $229.5 | $196.4 | +16.9% | | SG&A | $131.5 | $118.8 | +10.7% | | Net Loss | $(9.4) | $(0.7) | -1242.9% | - The company declared a Q1 2019 cash dividend of **$0.38 per share**, consistent with the previous quarter[153](index=153&type=chunk)[154](index=154&type=chunk) [Results of Operations](index=31&type=section&id=Results%20of%20Operations) Q1 2019 revenue grew **13.7%** to **$387.6 million** from acquisitions, but rising costs led to an operating loss of **$1.4 million** Revenue Breakdown (Q1 2019 vs Q1 2018) | Revenue Stream | Q1 2019 ($ in millions) | Q1 2018 ($ in millions) | Change (%) | | :--- | :--- | :--- | :--- | | Advertising | $178.7 | $163.3 | +9.5% | | Circulation | $152.2 | $130.0 | +17.1% | | Commercial printing and other | $56.7 | $47.5 | +19.4% | | **Total Revenues** | **$387.6** | **$340.8** | **+13.7%** | - The increase in operating costs was mainly due to **$42.0 million** from acquisitions, partially offset by a **$6.7 million** decrease in compensation and a **$2.5 million** decrease in hauling and delivery costs in the remaining operations[143](index=143&type=chunk) - Integration and reorganization costs increased to **$4.1 million** from **$2.4 million** year-over-year, primarily from severance related to acquisition synergies and operational consolidation[146](index=146&type=chunk) - A **$1.2 million** impairment of long-lived assets was recorded in Q1 2019 due to the closure of a printing facility; no such charge was recorded in Q1 2018[147](index=147&type=chunk) [Liquidity and Capital Resources](index=32&type=section&id=Liquidity%20and%20Capital%20Resources) Liquidity from operations is expected to be adequate, with **$15-17 million** capital expenditures, **$435.1 million** term loan, and **$31.5 million** revolver availability - Projected capital expenditures for 2019 are expected to be between **$15 million** and **$17 million**, focusing on print operation consolidation and system upgrades[150](index=150&type=chunk) Debt Outstanding as of March 31, 2019 | Facility | Amount Outstanding ($ in millions) | | :--- | :--- | | Term Loan Facility | $435.1 | | Revolving Credit Facility | $8.0 | | Halifax Alabama Credit Agreement | $8.0 (Repaid April 1, 2019) | - As of March 31, 2019, the company had **$31.5 million** of borrowing availability under its revolving credit facility and was in compliance with all debt covenants[159](index=159&type=chunk)[160](index=160&type=chunk) [Cash Flows](index=33&type=section&id=Cash%20Flows) Net cash from operations increased to **$31.7 million**; investing used **$37.7 million** for acquisitions, and financing used **$18.1 million** for dividends Summary of Cash Flows (Three months ended) | Cash Flow Activity | March 31, 2019 ($ in thousands) | April 1, 2018 ($ in thousands) | | :--- | :--- | :--- | | Net cash provided by operating activities | $31,742 | $18,663 | | Net cash used in investing activities | $(37,730) | $(22,131) | | Net cash (used in) provided by financing activities | $(18,131) | $27,438 | - Investing activities in Q1 2019 were dominated by **$38.0 million** used for acquisitions, net of cash acquired[168](index=168&type=chunk) - Financing activities in Q1 2019 included **$23.2 million** for dividend payments and **$2.2 million** for term loan repayments, partially offset by **$8.0 million** in net borrowings under the revolver[170](index=170&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=37&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) No material changes to market risk disclosures were reported for the three-month period ended March 31, 2019 - No material changes to market risk disclosures were reported for the three-month period ended March 31, 2019[197](index=197&type=chunk) [Item 4. Controls and Procedures](index=37&type=section&id=Item%204.%20Controls%20and%20Procedures) Disclosure controls were effective as of March 31, 2019, with internal control changes implemented for the new lease accounting standard - The CEO and interim CFO concluded that the company's disclosure controls and procedures were effective as of the end of the quarter[198](index=198&type=chunk) - Changes were made to internal controls to accommodate the new lease accounting standard (ASC 842), including implementing new software and policies[199](index=199&type=chunk) PART II. OTHER INFORMATION [Item 1. Legal Proceedings](index=38&type=section&id=Item%201.%20Legal%20Proceedings) No material changes to previously disclosed legal proceedings were reported during the quarter - There have been no material changes to previously disclosed legal proceedings[201](index=201&type=chunk) [Item 1A. Risk Factors](index=38&type=section&id=Item%201A.%20Risk%20Factors) Key risks include economic dependence, substantial indebtedness, print-to-digital shift, acquisition integration, and conflicts with its external manager - The company is highly dependent on local economies and susceptible to general economic downturns, impacting advertising and circulation revenues[204](index=204&type=chunk) - Significant indebtedness (**$435.1 million** term loan and **$8.0 million** revolver balance as of March 31, 2019) and restrictive covenants may limit financial and operating activities, including dividend payments[207](index=207&type=chunk)[212](index=212&type=chunk) - The company's growth strategy relies heavily on acquisitions, involving risks such as integration challenges, business disruption, and failure to realize expected synergies[223](index=223&type=chunk)[224](index=224&type=chunk) - Potential conflicts of interest exist with the Manager (FIG LLC), as the Management Agreement was not negotiated at arm's length and compensation may incentivize riskier investments[266](index=266&type=chunk)[271](index=271&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=52&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company withheld **51,766 shares** for tax withholdings; no shares were purchased under the **$100 million** repurchase program - The company withheld **51,766 shares** from employees to satisfy tax withholding obligations on vested restricted stock; these were not open market repurchases[294](index=294&type=chunk) - The company's **$100 million** share repurchase program is authorized through May 18, 2019, with no shares purchased under this program during the quarter[295](index=295&type=chunk)

Table of Contents UNITED STATES 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 For the Fiscal Year Ended December 30, 2018 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36097 (Address of principal executive offices) (Zip Code) Telephone: (212) 479-3160 (Registrant's telephone number ...