UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM 11-K
_______________________
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark one):
| |
ý | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2016
OR
| |
¨ | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file number 1-36874
___________________________
A. Full title of the plan and the address of the plan, if different from that of the issuer named below:
The Gannett Co., Inc.
401(k) Savings Plan
B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
Gannett Co., Inc.
7950 Jones Branch Drive
McLean, Virginia 22107
The Gannett Co., Inc.
401(k) Savings Plan
Table of Contents
|
| |
| | Page |
| | |
| | |
| Report of Independent Registered Public Accounting Firm | |
| | |
| | |
| | |
| Financial Statements: | |
| | |
| Statements of Net Assets Available for Benefits | |
| | |
| Statement of Changes in Net Assets Available for Benefits | |
| | |
| Notes to Financial Statements | |
| | |
| Supplemental Schedule: | |
| | |
| Schedule H, line 4i - Schedule of Assets (Held at End of Year) | |
| | |
| Signature | |
| | |
| Exhibit Index | |
| | |
| | |
| | |
| Schedules required by the Employee Retirement Income Security Act of 1974, other than the schedule listed above, are omitted because of the absence of the conditions under which they are required. | |
Report of Independent Registered Public Accounting Firm
To the Gannett Co., Inc. Audit Committee and the Gannett Benefit Plans Committee
We have audited the accompanying statements of net assets available for benefits of The Gannett Co., Inc. 401(k) Savings Plan as of December 31, 2016 and 2015, and the related statement of changes in net assets available for benefits for the year ended December 31, 2016. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Plan’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of The Gannett Co., Inc. 401(k) Savings Plan at December 31, 2016 and 2015, and the changes in its net assets available for benefits for the year ended December 31, 2016, in conformity with U.S. generally accepted accounting principles.
The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2016 has been subjected to audit procedures performed in conjunction with the audit of The Gannett Co., Inc. 401(k) Savings Plan’s financial statements. The information in the supplemental schedule is the responsibility of the Plan’s management. Our audit procedures included determining whether the information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental schedule. In forming our opinion on the information, we evaluated whether such information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the information is fairly stated, in all material respects, in relation to the financial statements as a whole.
/s/ Ernst & Young LLP
Tysons, Virginia
June 14, 2017
The Gannett Co., Inc. 401(k) Savings Plan
Statements of Net Assets Available for Benefits
|
| | | | | | | |
| | Dec. 31, 2016 | | Dec. 31, 2015 |
| | | | |
| ASSETS | | | |
| Investments at fair value: | | | |
| Gannett Co., Inc. common stock | $ | 64,955,403 |
| | $ | 83,142,323 |
|
| Other investments | 934,663,735 |
| | 906,509,638 |
|
| Investments at contract value: | | | |
| Fully benefit-responsive investment contracts | 65,605,170 |
| | 120,080,269 |
|
| Total investments | 1,065,224,308 |
| | 1,109,732,230 |
|
| Receivables: | | | |
| Employer contribution | 1,962,211 |
| | 4,242,036 |
|
| Interest and dividends | 99,202 |
| | 42,340 |
|
| Notes receivable from participants | 13,195,332 |
| | 14,457,276 |
|
| Total receivables | 15,256,745 |
| | 18,741,652 |
|
| Total assets | 1,080,481,053 |
| | 1,128,473,882 |
|
|
| | | | | | | |
| LIABILITIES | | | |
| Other payables | 375,951 |
| | 584,383 |
|
| Total liabilities | 375,951 |
| | 584,383 |
|
| | | | |
| Net assets available for benefits | $ | 1,080,105,102 |
| | $ | 1,127,889,499 |
|
The accompanying notes are an integral part of these financial statements.
The Gannett Co., Inc. 401(k) Savings Plan
Statement of Changes in Net Assets Available for Benefits
|
| | | |
| | Year ended |
| | Dec. 31, 2016 |
| | |
| Net assets available for benefits at beginning of year | $ | 1,127,889,499 |
|
| | |
| Additions to net assets: | |
| Contributions: | |
| Employer, net | 26,125,542 |
|
| Rollovers | 23,031,100 |
|
| Employee | 39,622,778 |
|
| Total contributions | 88,779,420 |
|
| Interest income on notes receivable from participants | 566,681 |
|
| Investment income: | |
| Interest and dividends | 7,654,264 |
|
| Net depreciation in fair value of investments | (4,232,387 | ) |
| Total investment income | 3,421,877 |
|
| Total additions | 92,767,978 |
|
| | |
| Deductions from net assets: | |
| Benefits paid to participants | 139,159,664 |
|
| Administrative expenses | 1,392,711 |
|
| Total deductions | 140,552,375 |
|
| | |
| Change in net assets | (47,784,397 | ) |
| | |
| Net assets available for benefits at end of year | $ | 1,080,105,102 |
|
The accompanying notes are an integral part of these financial statements.
The Gannett Co., Inc. 401(k) Savings Plan
Notes to Financial Statements
NOTE 1 - DESCRIPTION OF THE PLAN
General
The following description of The Gannett Co., Inc. 401(k) Savings Plan (the “Plan”) provides only general information about the Plan’s provisions. Participants should refer to the Plan document for a more complete description of the Plan’s provisions.
The Plan was formed in June 1990 as a voluntary defined contribution plan covering eligible employees of the former Gannett Co., Inc. and its participating subsidiaries. During June 2015, the former Gannett Co., Inc. separated into two publicly traded companies - Gannett Co., Inc. (“Gannett” or the “Company”) and TEGNA Inc. (“TEGNA”). Effective on the date of separation, Gannett became the sponsor of the Plan and its related trust. As of the transfer date in June 2015, the Plan transferred assets and participants to the TEGNA 401(k) Savings Plan and employees of TEGNA and its affiliates ceased participating in the Plan.
Generally, employees who are scheduled to work at least 1,000 hours during the year are eligible to participate in the Plan beginning on the first day of the first pay period following his or her employment date that is administratively practicable. Employees covered under collective bargaining agreements are eligible to participate in the Plan only if participation has been bargained. The Plan is subject to the applicable sections of the Employee Retirement Income Security Act of 1974 (“ERISA”).
Administration of Plan Assets
The assets of the Plan, excluding receivables, Gannett Co. Inc. and TEGNA common stock, and the self-directed brokerage account, are held under a trust agreement (the “Trust”) with Northern Trust (the “Trustee”). Vanguard Fiduciary Trustee Company (“Vanguard”) serves as the record-keeper of the Plan and trustee of the Gannett and TEGNA common stock. Vanguard is also the broker/dealer of assets held in the brokerage window. The Gannett Benefit Plans Committee serves as the Plan administrator.
Contributions
A participant may generally contribute, on a pre-tax basis, any whole percentage amount, up to 50 percent of compensation for a payroll period. Additionally, an eligible participant who has attained age 50 before the end of the Plan year shall be eligible to make catch-up contributions. The employer match is generally 100 percent of the first five percent of compensation that a participant contributes, excluding catch-up contributions. Participant contributions are subject to Internal Revenue Service (the “IRS”) limitations. In 2016, the Plan recognized additional employer contributions (“transition credits”) of $2.0 million for long-service employees whose benefit accruals under the Gannett Retirement Plan were frozen. Participants may also contribute amounts representing distributions from other qualified defined benefit or defined contribution plans (“rollovers”). The TEGNA Stock Fund is frozen for contributions although participants can elect to move amounts invested in the fund to other investments. During 2016, rollovers to the Plan were primarily a result of the Gannett acquisition of North Jersey Media Group, Inc. and Golfweek.
Participants are immediately vested in their contributions plus actual earnings thereon and generally become vested in the Company’s matching contribution at the rate of 25% after one year of service, 50% after two years of service and 100% after three years of service.
Forfeitures
Forfeitures contributed to the Plan as a reduction of the employer contribution represented $1.0 million in 2016.
Employer Stock
Generally, the employer match is invested directly in Gannett company stock. All Plan participants can transfer at any time between Gannett company stock and other investment options within the Plan. Participants are entitled to exercise voting rights attributable to the shares allocated to their account and are notified by the Company prior to the time that such rights are to be exercised. Vanguard votes for uninstructed shares in the same proportion as instructed shares.
Participant Accounts
Each participant’s account is credited with the participant’s contribution, the employer’s matching contribution and the respective investment earnings or losses, less expenses, of the individual funds in which the account is invested. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account as described under Contributions above.
Notes Receivable from Participants
Under the terms of the Plan, generally participants may borrow from their accounts up to 50 percent of their vested account balance, excluding the Company matching contributions and their earnings, with a minimum loan of $500 up to a maximum of $50,000. The loans are secured by the balance in the participants’ accounts, generally bear interest at the prime rate plus 1%, and have maturities for a period not to exceed five years. Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest. Interest income on notes receivable from participants is recorded on the accrual basis. No allowance for credit losses have been recorded as of December 31, 2016 and 2015.
The Gannett Co., Inc. 401(k) Savings Plan
Notes to Financial Statements
Payment of Benefits
Upon termination of employment, disability or death, participants or their beneficiaries are generally eligible to receive their benefits in a lump sum. Limited hardship withdrawals are also available for active employees.
Plan Termination
Although the Company has not expressed any intent to amend, suspend, or terminate the Plan, it may do so at any time subject to the provisions of ERISA. In the event of Plan termination, participants will receive a payment equal to the total value of their accounts.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The financial statements of the Plan are prepared on the accrual basis of accounting and in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”).
Use of Estimates
The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and changes therein, and disclosure of contingent assets and liabilities. Actual results may differ from these estimates.
Risks and Uncertainties
The Plan invests in various investment securities which are exposed to various risks, such as interest rate risk, market risk and credit risk, as well as valuation assumptions based on earnings, cash flows, and/or other such techniques. Due to the level of risk associated with certain investment securities and to uncertainties inherent in the estimations and assumptions process, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the statements of net assets available for benefits.
The fair value of the Plan’s investment in Gannett’s and TEGNA’s stock as of December 31, 2016 was approximately $65.0 million and $115.7 million, respectively, which exposes the Plan to concentration risk.
Investment Valuation and Income Recognition
Investments are reported at fair value or contract value, depending on the relevant accounting guidance.
Fair value is the price that would have been received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, December 31, 2016 and December 31, 2015. See Note 5 for discussion of fair value measurements.
Purchases and sales of securities are recorded on a trade-date basis. Dividend income is accrued on the ex-dividend date. Interest income on Plan investments is accrued when earned. Net appreciation in the fair value of investments consists of the gains or losses on investments bought and sold as well as held during the year.
The Plan invests in synthetic guaranteed investment contracts (“synthetic GICs”) that are fully benefit-responsive and reported at contract value. Contract value is the relevant measure for fully benefit-responsive investment contracts because this is the amount received by participants if they were to initiate permitted transactions under the terms of the Plan. Contract value represents contributions made under each contract, plus earnings, less participant withdrawals, and administrative expenses. A synthetic GIC is an investment that includes a wrap contract, which provides a guaranteed credit rate, issued by an insurance company or other financial institution and paired with an underlying investment, usually a portfolio of high quality fixed income securities. At December 31, 2016 and 2015, the contract value of all of the Plan’s synthetic GICs was $65.6 million and $120.1 million, respectively. The Plan's December 31, 2016 synthetic GIC investment consisted of a liquidity fund. The December 31, 2015 synthetic GIC investments consisted of term funds with maturities of one to five years and intermediate core bond funds. The credit rates reset on a periodic basis to adjust for the difference between the fair value and contract value of the underlying assets. The average yield earned by the investment contracts was 1.72% and 1.65% during the years ended December 31, 2016 and 2015, respectively. The average yield earned by the contracts with an adjustment to reflect the actual interest rate credited to participants in the fund was 1.25% and 1.17% during the years ended December 31, 2016 and 2015, respectively.
Certain events limit the ability of the Plan to transact at contract value with the insurance company and the financial institution issuer. Such events include, but are not limited to: (i) significant amendments to the Plan documents or Plan’s administration; (ii) changes to the Plan’s prohibition on competing investment options by participating plans or deletion of equity wash provisions; (iii) complete or partial termination of the Plan or its merger with another plan; and (iv) the failure of the Plan or its trust to qualify for exemption from federal income taxes or any required prohibited transaction exemption under ERISA. The Plan administrator believes that the occurrence of any such event, which would limit the Plan’s ability to transact at contract value with participants, is not probable.
The Gannett Co., Inc. 401(k) Savings Plan
Notes to Financial Statements
Guaranteed investment contracts generally do not permit issuers to terminate the agreement prior to the scheduled maturity date. Circumstances that would allow such termination include, but are not limited to: (i) the Plan fails to furnish any information or documents required under the contract; or (ii) the Plan fails to qualify under applicable provisions of the Internal Revenue Code (the “IRC”). The wrap contract associated with the Plan’s guaranteed investment contracts is an evergreen contract that contains termination provisions. However, guidelines are intended to result in contract value equaling fair value of the wrapped portfolio by such termination date.
Administrative Expenses
Generally, administrative expenses are paid by the Plan.
Payment of Benefits
Benefits are recorded when paid.
Recently Issued Accounting Standards
During 2016, the Plan adopted the Financial Accounting Standards Board, FASB, guidance related to interim and annual assessments by management to evaluate the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued, or available to be issued, when applicable. Disclosures are required if management concludes that substantial doubt exists or that its plans alleviate substantial doubt that was raised. Our assessments did not indicate substantial doubt regarding our ability to continue as a going concern.
During 2016, the FASB issued amendments on certain aspects of recognition, measurement, presentation, and disclosure of financial instruments, Financial Instruments-Overall: Recognition and Measurement of Financial Assets and Financial Liabilities. The amendments require changes to the accounting for equity investments, the presentation and disclosure requirements for financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. In addition, clarification was provided related to the valuation allowance assessment when recognizing deferred tax assets resulting from unrealized losses on available-for-sale debt securities. The amendments in this update are effective for employee benefit plans for fiscal years beginning after December 15, 2018. Early adoption is permitted for portions of the standard. Management is currently evaluating the impacts of this guidance on the Plan’s financial statements.
During 2017, the FASB issued Plan Accounting: Employee Benefit Plan Master Trust Reporting. The amendments in this update require a plan’s interest in a master trust and any change in that interest to be presented in separate line items in the statement of net assets available for benefits and in the statement of changes in net assets available for benefits, respectively. The amendments also remove the requirement to disclose the percentage interest in the master trust for plans with divided interests and instead require that all plans disclose the dollar amount of their interest in each of those general types of investments, which supplements the existing requirement to disclose the master trust’s balances in each general type of investments. Additionally, the amendments require all plans to disclose their master trust’s other asset and liability balances and the dollar amount of the plan’s interest in each of those balances. The amendments in this update are effective for employee benefit plans for fiscal years beginning after December 15, 2018. Early adoption is permitted. Management is currently evaluating the impacts of this guidance on the Plan’s financial statements.
NOTE 3 - TAX STATUS
The Plan has received a determination letter from the Internal Revenue Service (IRS) dated December 30, 2014, stating that the Plan is qualified under Section 401(a) of the IRC and, therefore, the related trust is exempt from taxation. Subsequent to this determination by the IRS, the Plan was amended and restated. Once qualified, the Plan is required to operate in conformity with the IRC to maintain its qualification. The Plan administrator believes the Plan is being operated in compliance with the applicable requirements of the IRC and, therefore, believes that the Plan, as amended and restated, is qualified and the related trust is tax exempt. The Plan administrator has indicated that it is taking the necessary steps to maintain the Plan’s operational compliance.
NOTE 4 - RELATED PARTIES
The Plan makes certain investments which are considered to be party-in-interest transactions for which a statutory exemption from the prohibited transaction regulation exists.
At December 31, 2016 and 2015, the Plan held 6,580,901 and 5,016,465 shares of Gannett common stock, respectively. Dividends earned by the Plan on the Company’s common stock were $3.9 million for the year ended December 31, 2016. The Plan also owns an investment sponsored by the Trustee, Northern Trust, and an investment sponsored by the record-keeper, Vanguard. Vanguard is also a beneficial owner of Gannett common stock as of December 31, 2016.
In addition, notes receivable from participants are considered to be party-in-interest transactions for which a statutory exemption from the prohibited transaction regulation exists.
The Gannett Co., Inc. 401(k) Savings Plan
Notes to Financial Statements
NOTE 5 – FAIR VALUE MEASUREMENTS
The Plan measures and records certain assets and liabilities at fair value. A fair value measurement is determined based on market assumptions that a market participant would use in pricing an asset or liability. A three-tiered hierarchy draws distinctions between market participant assumptions based on (i) observable inputs such as quoted prices in active markets (Level 1), (ii) inputs other than quoted active markets that are observable either directly or indirectly (Level 2) and (iii) unobservable inputs that require use of our own estimates and assumptions through present value and other valuation techniques in determination of fair value (Level 3).
Below is a description of the valuation methodologies used for assets measured at fair value. There have been no changes in the methodologies used at December 31, 2016 and 2015.
Common stock: Valued primarily at the closing price reported on the active market on which the individual securities are traded.
Liquidity funds: Consist of cash or cash equivalents, including investments in money market funds or other short-term investment funds providing daily liquidity, and are valued at cost, which approximates fair value.
Mutual funds: Valued at the daily closing price as reported by the fund. Mutual funds held by the Plan are open-end mutual funds that are registered with the Securities and Exchange Commission. These funds are required to publish their daily net asset value and to transact at that price. The mutual funds held by the Plan are deemed to be actively traded.
Self-directed brokerage accounts: Consists entirely of actively traded mutual funds, which are valued using unadjusted quoted prices for identical assets from publicly available pricing sources.
Investments measured at net asset value: As permitted by U.S. GAAP, the Plan uses net asset values as a practical expedient to determine the fair value of certain investments. These investments measured at net asset value have not been classified in the fair value hierarchy. The amounts presented in the table below are intended to permit reconciliation to the amounts presented in the statement of net assets available for benefits. Investment transactions may occur daily and investments are redeemable at any time.
The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while management believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
The following table sets forth by level, within the fair value hierarchy, the Plan’s assets at fair value as of December 31, 2016:
|
| | | | | | | | | | | |
| | Level 1 | | Level 2 | | Total |
| | | | | | |
| Common stock - Gannett Co., Inc. | $ | 64,955,403 |
| | $ | — |
| | $ | 64,955,403 |
|
| Common stock | 156,832,305 |
| | — |
| | 156,832,305 |
|
| Mutual funds | 368,153,186 |
| | — |
| | 368,153,186 |
|
| Liquidity fund | — |
| | 59,596,719 |
| | 59,596,719 |
|
| Self-directed brokerage account | 11,021,011 |
| | — |
| | 11,021,011 |
|
| Total assets at fair value excluding those measured at net asset value | $ | 600,961,905 |
| | $ | 59,596,719 |
| | $ | 660,558,624 |
|
| Investments measured at net asset value using the practical expedient: | | | | | |
Target date funds (a) | | | | | 220,606,738 |
|
Common collective funds (b) | | | | | 118,453,776 |
|
| Total assets at fair value | | | | | $ | 999,619,138 |
|
(a) Target date funds include investments in highly diversified funds designed to remain appropriate for investors in terms of risk throughout varying retirement dates or the year in which one expects to start drawing on their retirement assets and share the common goal of first growing and then latter preserving principal.
(b) The objective of these funds held by the Plan is to provide a rate of return consistent with various U.S. equity indexes.
The Gannett Co., Inc. 401(k) Savings Plan
Notes to Financial Statements
The following table sets forth by level, within the fair value hierarchy, the Plan’s assets at fair value as of December 31, 2015:
|
| | | | | | | | | | | |
| | Level 1 | | Level 2 | | Total |
| | | | | | |
| Common stock - Gannett Co., Inc. | $ | 83,142,323 |
| | $ | — |
| | $ | 83,142,323 |
|
| Common stock | 221,063,014 |
| | — |
| | 221,063,014 |
|
| Mutual funds | 363,838,842 |
| | — |
| | 363,838,842 |
|
| Liquidity fund | — |
| | 8,025,554 |
| | 8,025,554 |
|
| Self-directed brokerage account | 11,776,073 |
| | — |
| | 11,776,073 |
|
| Total assets at fair value excluding those measured at net asset value | $ | 679,820,252 |
| | $ | 8,025,554 |
| | $ | 687,845,806 |
|
| Investments measured at net asset value using the practical expedient: | | | | |
|
|
Target date funds (a) | | | | | 190,207,474 |
|
Common collective funds (b) | | | | | 111,598,681 |
|
| Total assets at fair value | | | | | $ | 989,651,961 |
|
(a) Target date funds include investments in highly diversified funds designed to remain appropriate for investors in terms of risk throughout varying retirement dates or the year in which one expects to start drawing on their retirement assets and share the common goal of first growing and then latter preserving principal.
(b) The objective of these funds held by the Plan is to provide a rate of return consistent with various U.S. equity indexes.
NOTE 6 – RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of the net assets available for benefits as of December 31, 2016 per the financial statements to the Form 5500:
|
| | | | |
| Net assets available for benefits per the financial statements | | $ | 1,080,105,102 |
|
| Add: Adjustment from contract value to fair value for fully benefit-responsive investment contracts at December 31, 2016 | | 424,979 |
|
| Net assets available for benefits per the Form 5500 | | $ | 1,080,530,081 |
|
A reconciliation of total additions to Plan assets reported in the financial statements to the total income plus transfers reported on line 2 (d) of Form 5500 Schedule H. Part II, for the year ended December 31, 2016 is presented below.
|
| | | | |
| Total additions reported in the financial statements | | $ | 92,767,978 |
|
| Less: Adjustment from contract value to fair value for fully benefit-responsive investment contracts at December 31, 2015 | | (360,698 | ) |
| Add: Adjustment from contract value to fair value for fully benefit-responsive investment contracts at December 31, 2016 | | 424,979 |
|
| Total additions reported on the Form 5500 | | $ | 92,832,259 |
|
NOTE 7 – SUBSEQUENT EVENTS
Journal Media Group, Inc. (JMG): Effective March 3, 2017, the JMG 401(k) Savings Plan was merged into the Plan and $186.3 million in plan assets were transferred into the Plan.
Cars.com: Effective as of June 1, 2017, the date of the TEGNA spin-off of Cars.com Inc. (Cars.com) as an independent, publicly traded company, the Plan established the Cars.com Stock Fund to hold Cars.com shares. The Cars.com Stock Fund is frozen for contributions although participants can elect to move amounts invested in the fund to other investments.
ReachLocal, Inc. (ReachLocal): Effective July 1, 2017, employees of Gannett's subsidiary, ReachLocal, which was acquired during 2016, are eligible for Plan participation and may transfer assets into the Plan.
The Gannett Co., Inc. 401(k) Savings Plan
EIN: 47-2390983 Plan Number 100
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
December 31, 2016
|
| | | | | | | | | | |
| Identity of issue, borrower, lessor, or similar party | | Description of investment including maturity date, rate of interest, collateral, par, or maturity value | | Cost** | | Current Value |
| GANNETT CO., INC., COMPANY STOCK * | | Employer securities | | $ | 70,208,465 |
| | $ | 64,955,403 |
|
| | | | | | | |
| NOTES RECEIVABLE FROM PARTICIPANTS * | | Interest rates ranging from 4.0-4.5%; maximum credit term of 60 months | | | | $ | 13,195,332 |
|
| | | | | | | |
| REORG/HILTON WORLDWIDE REVERSE STOCK SPLIT HILTON 2E17A52 01-03-2017 | | Common Stock | | | | $ | 501,160 |
|
| ABBOTT LAB COM | | Common Stock | | | | 290,226 |
|
| ADOBE SYS INC COM | | Common Stock | | | | 344,162 |
|
| ADR ALIBABA GROUP HOLDING LTD SPONSORED ADS | | Common Stock | | | | 245,868 |
|
| ADR BP P L C SPONSORED ADR | | Common Stock | | | | 445,457 |
|
| ADR CTRIP COM INTL LTD ADS | | Common Stock | | | | 220,000 |
|
| ADR ROYAL DUTCH SHELL PLC SPONSORED ADR REPSTG A SHS | | Common Stock | | | | 756,383 |
|
| AECOM | | Common Stock | | | | 270,882 |
|
| ALEXION PHARMACEUTICALS INC COM | | Common Stock | | | | 269,170 |
|
| ALPHABET INC CAP STK CL A CAP STK CL A | | Common Stock | | | | 575,319 |
|
| ALPHABET INC CAP STK CL C CAP STK CL C | | Common Stock | | | | 609,738 |
|
| AMAZON COM INC COM | | Common Stock | | | | 873,599 |
|
| AMERICAN INTERNATIONAL GROUP INC COM | | Common Stock | | | | 519,019 |
|
| AMERICAN TOWER CORP | | Common Stock | | | | 235,666 |
|
| APPLE INC COM STK | | Common Stock | | | | 887,181 |
|
| APPLIED MATERIALS INC COM | | Common Stock | | | | 183,939 |
|
| AUTOMATIC DATA PROCESSING INC COM | | Common Stock | | | | 128,475 |
|
| AVNET INC COM | | Common Stock | | | | 674,205 |
|
| AXIS CAPITAL HOLDINGS LTD COM USD0.0125 | | Common Stock | | | | 407,807 |
|
| BANK OF AMERICA CORP | | Common Stock | | | | 703,333 |
|
| BOSTON SCIENTIFIC CORP COM | | Common Stock | | | | 272,798 |
|
| BROADCOM LIMITED COM NPV | | Common Stock | | | | 399,500 |
|
| CAPITAL ONE FINL CORP COM | | Common Stock | | | | 569,241 |
|
| CELGENE CORP COM | | Common Stock | | | | 650,284 |
|
| CENOVUS ENERGY INC COM | | Common Stock | | | | 375,602 |
|
| CHARTER COMMUNICATIONS INC NEW CL A CL A | | Common Stock | | | | 235,806 |
|
| CIGNA CORPORATION | | Common Stock | | | | 416,844 |
|
| CITIGROUP INC COM NEW COM NEW | | Common Stock | | | | 746,560 |
|
| COGNIZANT TECH SOLUTIONS CORP CL A | | Common Stock | | | | 477,656 |
|
| COMCAST CORP NEW-CL A | | Common Stock | | | | 383,228 |
|
| COSTAR GROUP INC COM | | Common Stock | | | | 243,341 |
|
| COSTCO WHOLESALE CORP NEW COM | | Common Stock | | | | 352,242 |
|
| DANAHER CORP COM | | Common Stock | | | | 321,713 |
|
| DIAMONDBACK ENERGY INC COM | | Common Stock | | | | 212,226 |
|
| DOLLAR TREE INC COM STK | | Common Stock | | | | 324,928 |
|
| DOVER CORP COM | | Common Stock | | | | 485,172 |
|
| ECOLAB INC COM STK USD1 | | Common Stock | | | | 233,151 |
|
| EDWARDS LIFESCIENCES CORP COM | | Common Stock | | | | 250,648 |
|
The Gannett Co., Inc. 401(k) Savings Plan
EIN: 47-2390983 Plan Number 100
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
December 31, 2016
|
| | | | | | | |
| Identity of issue, borrower, lessor, or similar party | | Description of investment including maturity date, rate of interest, collateral, par, or maturity value | | Cost** | | Current Value |
| ELI LILLY & CO COM | | Common Stock | | | | 161,810 |
|
| EXPEDIA INC DEL COM NEW | | Common Stock | | | | 223,162 |
|
| EXXON MOBIL CORP COM | | Common Stock | | | | 331,886 |
|
| FACEBOOK INC CL A CL A | | Common Stock | | | | 711,009 |
|
| FIDELITY NATL INFORMATION SVCS INC COM STK | | Common Stock | | | | 279,868 |
|
| FISERV INC COM | | Common Stock | | | | 228,502 |
|
| FLEETCOR TECHNOLOGIES INC COM | | Common Stock | | | | 332,572 |
|
| FORD MTR CO DEL COM PAR $0.01 COM PAR $0.01 | | Common Stock | | | | 409,994 |
|
| FORTIVE CORP COM MON STOCK | | Common Stock | | | | 255,601 |
|
| FRKLN RES INC COM | | Common Stock | | | | 506,109 |
|
| GENERAL DYNAMICS CORP COM | | Common Stock | | | | 258,990 |
|
| GOLDMAN SACHS GROUP INC COM | | Common Stock | | | | 690,813 |
|
| HALLIBURTON CO COM | | Common Stock | | | | 408,380 |
|
| HEWLETT PACKARD ENTERPRISE CO COM | | Common Stock | | | | 430,774 |
|
| HOME DEPOT INC COM | | Common Stock | | | | 467,269 |
|
| HONEYWELL INTL INC COM STK | | Common Stock | | | | 405,475 |
|
| INTEL CORP COM | | Common Stock | | | | 325,850 |
|
| INTERCONTINENTAL EXCHANGE INC COM | | Common Stock | | | | 267,995 |
|
| INTUIT COM | | Common Stock | | | | 252,142 |
|
| INTUITIVE SURGICAL INC COM NEW STK | | Common Stock | | | | 269,522 |
|
| JPMORGAN CHASE & CO COM | | Common Stock | | | | 848,403 |
|
| LAMAR ADVERTISING CO NEW CL A CL A | | Common Stock | | | | 436,522 |
|
| LULULEMON ATHLETICA INC COM | | Common Stock | | | | 194,970 |
|
| MASTERCARD INC CL A | | Common Stock | | | | 455,333 |
|
| METLIFE INC COM STK USD0.01 | | Common Stock | | | | 514,272 |
|
| MICRON TECH INC COM | | Common Stock | | | | 267,424 |
|
| MICROSOFT CORP COM | | Common Stock | | | | 444,301 |
|
| MOBILEYE NV EUR0.01 | | Common Stock | | | | 214,997 |
|
| MOODYS CORP COM | | Common Stock | | | | 208,337 |
|
| MORGAN STANLEY COM STK USD0.01 | | Common Stock | | | | 714,617 |
|
| MURPHY OIL CORP COM | | Common Stock | | | | 361,886 |
|
| NETFLIX INC COM STK | | Common Stock | | | | 235,220 |
|
| NEWS CORP NEW CL A CL A | | Common Stock | | | | 201,616 |
|
| NEWS CORP NEW CL B CL B | | Common Stock | | | | 126,366 |
|
| NIKE INC CL B | | Common Stock | | | | 580,174 |
|
| O REILLY AUTOMOTIVE INC NEW COM USD0.01 | | Common Stock | | | | 299,291 |
|
| OMNICOM GROUP INC COM | | Common Stock | | | | 480,446 |
|
| ON SEMICONDUCTOR CORP COM | | Common Stock | | | | 385,429 |
|
| ORACLE CORP COM | | Common Stock | | | | 478,818 |
|
| PARKER-HANNIFIN CORP COM | | Common Stock | | | | 480,060 |
|
| PAYPAL HLDGS INC COM | | Common Stock | | | | 405,752 |
|
| PEPSICO INC COM | | Common Stock | | | | 209,260 |
|
| PIONEER NAT RES CO COM | | Common Stock | | | | 234,091 |
|
| RAYTHEON CO USD0.01 | | Common Stock | | | | 411,800 |
|
The Gannett Co., Inc. 401(k) Savings Plan
EIN: 47-2390983 Plan Number 100
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
December 31, 2016
|
| | | | | | | | |
| Identity of issue, borrower, lessor, or similar party | | Description of investment including maturity date, rate of interest, collateral, par, or maturity value | | Cost** | | Current Value |
| REGENERON PHARMACEUTICALS INC COM | | Common Stock | | | | 286,330 |
|
| S.W. AIRL CO COM | | Common Stock | | | | 249,200 |
|
| SALESFORCE COM INC COM STK | | Common Stock | | | | 451,151 |
|
| SEAGATE TECHNOLOGY PLC COM USD0.00001 | | Common Stock | | | | 352,118 |
|
| SERVICENOW INC COM USD0.001 | | Common Stock | | | | 261,305 |
|
| SHERWIN-WILLIAMS CO COM | | Common Stock | | | | 247,241 |
|
| SPLUNK INC COMSTK COM USD0.001 | | Common Stock | | | | 245,520 |
|
| STAPLES INC COM | | Common Stock | | | | 219,046 |
|
| STARBUCKS CORP COM | | Common Stock | | | | 522,721 |
|
| STATE STR CORP COM | | Common Stock | | | | 385,880 |
|
| SUPERIOR ENERGY SVCS INC COM | | Common Stock | | | | 287,483 |
|
| TEGNA INC COM | | Common Stock | | | | 115,658,682 |
|
| TEREX CORP NEW COM | | Common Stock | | | | 580,593 |
|
| THE PRICELINE GROUP INC | | Common Stock | | | | 395,836 |
|
| THERMO FISHER CORP | | Common Stock | | | | 253,980 |
|
| UBS GROUP AG COMMON STOCK | | Common Stock | | | | 379,982 |
|
| UNION PAC CORP COM | | Common Stock | | | | 269,568 |
|
| UNITEDHEALTH GROUP INC COM | | Common Stock | | | | 662,886 |
|
| VISA INC COM CL A STK | | Common Stock | | | | 904,720 |
|
| VOYA FINL INC COM | | Common Stock | | | | 817,188 |
|
| WAL-MART STORES INC COM | | Common Stock | | | | 398,062 |
|
| ZOETIS INC COM USD0.01 CL 'A' | | Common Stock | | | | 503,176 |
|
| | | Total Common Stock | | | | $ | 156,832,305 |
|
| | | | | | | |
| VANGUARD * | | Self-Directed Brokerage Account | | | | $ | 11,021,011 |
|
| | | | | | | |
| ALLIANZ FDS ALLIANZGI NFJ DIVID VALUE FD INSTL CL | | Value of Interest in Registered Investment Companies | | | | $ | 18,470,120 |
|
| AMERICAN EUROPACIFIC GRTH-R6 | | Value of Interest in Registered Investment Companies | | | | 50,543,312 |
|
| CAP INTL EMERGING MKTS GROWTH FD INC15 | | Value of Interest in Registered Investment Companies | | | | 3,708,154 |
|
| DODGE & COX BALANCED FD COM | | Value of Interest in Registered Investment Companies | | | | 80,081,979 |
|
| DODGE & COX INC FD | | Value of Interest in Registered Investment Companies | | | | 55,206,347 |
|
| DREYFUS TREAS PRIME CASH MGMT INSTL SHS | | Value of Interest in Registered Investment Companies | | | | 27,951,609 |
|
| GMO TRUST BENCHMARK FREE ALLOCATION R6 GBMRX | | Value of Interest in Registered Investment Companies | | | | 1,520,101 |
|
| MANAGED PORTFOLIO SER JACKSON SQUARELARGE CAP GROWTH FD IS CL | | Value of Interest in Registered Investment Companies | | | | 22,372,199 |
|
| VANGUARD INSTL INDEX FD SH BEN INT * | | Value of Interest in Registered Investment Companies | | | | 102,329,128 |
|
| WASATCH SMALL CAP GROWTH FD | | Value of Interest in Registered Investment Companies | | | | 2,893,658 |
|
| WT MUT FD CRM SMALL/MID CAP VALUE FDINSTL CL | | Value of Interest in Registered Investment Companies | | | | 3,076,579 |
|
| | | Total Value of Interest in Registered Investment Companies | | | | $ | 368,153,186 |
|
The Gannett Co., Inc. 401(k) Savings Plan
EIN: 47-2390983 Plan Number 100
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
December 31, 2016
|
| | | | | | | | |
| Identity of issue, borrower, lessor, or similar party | | Description of investment including maturity date, rate of interest, collateral, par, or maturity value | | Cost** | | Current Value |
| ALLIANCE BERNSTEIN GANNETT CO., INC. RETIREMENT STRATEGY 2005 | | Value of Interest in Target Date Funds | | | | $ | 2,020,308 |
|
| ALLIANCE BERNSTEIN GANNETT CO., INC. RETIREMENT STRATEGY 2010 | | Value of Interest in Target Date Funds | | | | 2,103,572 |
|
| ALLIANCE BERNSTEIN GANNETT CO., INC. RETIREMENT STRATEGY 2015 | | Value of Interest in Target Date Funds | | | | 9,208,490 |
|
| ALLIANCE BERNSTEIN GANNETT CO., INC. RETIREMENT STRATEGY 2020 | | Value of Interest in Target Date Funds | | | | 37,075,998 |
|
| ALLIANCE BERNSTEIN GANNETT CO., INC. RETIREMENT STRATEGY 2025 | | Value of Interest in Target Date Funds | | | | 54,767,632 |
|
| ALLIANCE BERNSTEIN GANNETT CO., INC. RETIREMENT STRATEGY 2030 | | Value of Interest in Target Date Funds | | | | 38,325,348 |
|
| ALLIANCE BERNSTEIN GANNETT CO., INC. RETIREMENT STRATEGY 2035 | | Value of Interest in Target Date Funds | | | | 29,970,979 |
|
| ALLIANCE BERNSTEIN GANNETT CO., INC. RETIREMENT STRATEGY 2040 | | Value of Interest in Target Date Funds | | | | 19,416,741 |
|
| ALLIANCE BERNSTEIN GANNETT CO., INC. RETIREMENT STRATEGY 2045 | | Value of Interest in Target Date Funds | | | | 15,736,286 |
|
| ALLIANCE BERNSTEIN GANNETT CO., INC. RETIREMENT STRATEGY 2050 | | Value of Interest in Target Date Funds | | | | 8,395,500 |
|
| ALLIANCE BERNSTEIN GANNETT CO., INC. RETIREMENT STRATEGY 2055 | | Value of Interest in Target Date Funds | | | | 3,258,798 |
|
| ALLIANCE BERNSTEIN GANNETT CO., INC. RETIREMENT STRATEGY 2060 | | Value of Interest in Target Date Funds | | | | 327,086 |
|
| | | Total Value of Interest Target Date Funds | | | | $ | 220,606,738 |
|
| BLACKROCK RUSSELL 1000 GROWTH NON LENDABLE FD F FUND F | | Value of Interest in Common/Collective Trusts | | | | 42,371,666 |
|
| BLACKROCK RUSSELL 1000 VALUE NON LENDABLE FD F FUND F | | Value of Interest in Common/Collective Trusts | | | | 35,785,632 |
|
| BLACKROCK US DEBT INDEX NON LENDABLEFUND F | | Value of Interest in Common/Collective Trusts | | | | 11,977,516 |
|
| BLACKROCK RUSSELL 2500 INDEX NL FUND F | | Value of Interest in Common/Collective Trusts | | | | 7,364,811 |
|
| BARCLYS GLBL INVS N A INVT FDS FOR EMPL BNFT TRS ACWI EX-US INDEX NON LNDBL | | Value of Interest in Common/Collective Trusts | | | | 4,990,616 |
|
| CENTERSQUARE EB US REAL ESTATE SECURITIES FUND - 6751 | | Value of Interest in Common/Collective Trusts | | | | 11,312,019 |
|
| NT Collective S&P500 Index Fund Non-Lending * | | Value of Interest in Common/Collective Trusts | | | | 4,651,516 |
|
| | | Total Value of Interest in Common/Collective Trusts | | | | $ | 118,453,776 |
|
| NTGI COLTV GOVT STIF REGI STERED * | | Liquidity Fund | | | | 59,596,719 |
|
| Prudential Insurance Company GA-62387 NTG STIF (1.81%) | | Synthetic Guaranteed Investment Contract | | | | 65,605,170 |
|
| | | Total Value of Short-term Investment Funds | | | | $ | 125,201,889 |
|
| | | | | | | |
| | | Total Investments and Participant Loans | | | | $ | 1,078,419,640 |
|
| * Indicates party-in-interest to the Plan | | | | | | |
| ** Cost information for participant directed investments is not required. | | | | | | |
|
| | | |
| SIGNATURES |
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. |
| | | |
| | The Gannett Co., Inc. 401(k) Savings Plan, by Gannett Co., Inc. as Plan Administrator |
| | By: | /s/ David Harmon |
| Date: June 14, 2017 | | David Harmon, Chief People Officer |
|
| |
| EXHIBITS | |
| | |
| Exhibit Number | Description of Exhibit |
| | |
| 23.1 | Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm |
