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):
X | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2017
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the transition period from ______________ to _________________.
Commission file number 1-6961
A. Full title of the plan and the address of the plan, if different from that of the issuer named below:
TEGNA 401(k) Savings Plan
B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
TEGNA Inc.
7950 Jones Branch Drive
McLean, Virginia 22107-0150
TEGNA 401(k) SAVINGS PLAN
Table of Contents
Page | |
Report of Independent Registered Public Accounting Firm | |
Audited Financial Statements | |
Statements of Net Assets Available for Benefits | |
Statement of Changes in Net Assets Available for Benefits | |
Notes to Financial Statements | |
Supplemental Schedules and Additional Information; | |
Schedule H, line 4a - Schedule of Delinquent Participant Contributions | |
Schedule H, line 4i - Schedule of Assets (Held at End of Year) | |
Schedule H, line 4j - Schedule of Reportable Transactions | |
Signature | |
Exhibit Index | |
Report of Independent Registered Public Accounting Firm
To the Plan Participants and the Plan Administrator of the TEGNA 401(k) Savings Plan
Opinion on the Financial Statements
We have audited the accompanying statements of net assets available for benefits of TEGNA 401(k) Savings Plan (the Plan) as of December 31, 2017 and 2016, and the related statement of changes in net assets available for benefits for the year ended December 31, 2017, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2017 and 2016, and the changes in its net assets available for benefits for the year ended December 31, 2017, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting 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.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Supplemental Schedules
The accompanying supplemental schedules of delinquent participant contributions for the year ended December 31, 2017, assets (held at end of year) as of December 31, 2017, and reportable transactions for the year then ended have been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The information in the supplemental schedules 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 schedules. 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
We have served as the Plan’s auditor since at least 1994, but we are unable to determine the specific year.
Tysons, Virginia
June 28, 2018
1
TEGNA 401(k) Savings Plan
Statements of Net Assets Available for Benefits
December 31, | |||||||
2017 | 2016 | ||||||
Assets | |||||||
Investments, at fair value | $ | 626,809,981 | $ | 568,570,606 | |||
Investments, at contract value | 22,176,422 | 26,355,026 | |||||
Notes receivables from participants | 4,594,570 | 4,987,961 | |||||
Employer contributions receivable | 983,418 | — | |||||
Employee contributions receivable | 605,884 | — | |||||
Due from broker | 273,158 | 454,085 | |||||
Total Assets | $ | 655,443,433 | $ | 600,367,678 | |||
Liabilities | |||||||
Accrued expenses | $ | 137,852 | $ | 50,248 | |||
Due to broker | 38,540 | 163,655 | |||||
Total Liabilities | $ | 176,392 | $ | 213,903 | |||
Net Assets Available for Benefits | $ | 655,267,041 | $ | 600,153,775 | |||
The accompanying notes are an integral part of these financial statements
2
TEGNA 401(k) Savings Plan
Statement of Changes in Net Assets Available for Benefits
Year Ended | |||
December 31, 2017 | |||
Contributions: | |||
Employer, net | $ | 14,182,433 | |
Employee | 22,583,728 | ||
Rollover | 3,093,566 | ||
Total contributions | 39,859,727 | ||
Investment Income: | |||
Interest and dividends | 9,782,679 | ||
Net appreciation in fair value of investments | 85,932,634 | ||
Total investment income | 95,715,313 | ||
Interest income on notes receivable from participants | 207,438 | ||
Other additions | 240,852 | ||
Total additions | 136,023,330 | ||
Benefits paid to participants | 79,816,360 | ||
Administrative expenses | 1,093,704 | ||
Total deductions | 80,910,064 | ||
Change in net assets | $ | 55,113,266 | |
Net assets available for benefits: | |||
Beginning of year | 600,153,775 | ||
End of year | $ | 655,267,041 | |
The accompanying notes are an integral part of these financial statements
3
TEGNA 401(k) Savings Plan
Notes to Financial Statements
1. | Description of the Plan |
General
The TEGNA 401(k) Savings Plan (the Plan) is a defined contribution plan which was established effective October 1, 1989. The Plan covers substantially all employees who are employed by TEGNA Inc. (the Company or the Plan Sponsor).
Employees that are scheduled to complete at least 1,000 hours of service are eligible to participate upon completion of an hour of service. Employees that are scheduled to work less than 1,000 hours of service over a year are eligible to participate in the Plan when they complete the 1,000 hours of service within a 12-month period. Certain collective bargaining agreements and personal service contracts may exclude or restrict some employee’s participation in the Plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA).
The TEGNA Benefit Plans Committee (the Committee) is responsible for the general administration of the Plan. The Plan assets are held under trust agreements with Northern Trust Company and Vanguard Fiduciary Trust Company (the Trustees).
On December 7, 2016, the Plan was amended to change the frequency of the Company's “true up” of the employer matching contribution. Effective January 1, 2017, the “true up” will occur annually instead of quarterly in accordance with the matching contribution formula applicable to the Participant. The amendment also required participants to be employed as of the last day of the plan year to be eligible for the “true up” contribution.
On June 1, 2017, TEGNA completed its spin-off of Cars.com Inc. into its own separate publicly traded company. As a result of the spin-off and under the terms of that transaction, TEGNA shareholders retained their shares of TEGNA stock and each shareholder received one share of Cars.com stock for every three shares of TEGNA stock owned on the record date of May 18, 2017. In connection with the spin-off, the Plan was amended on May 3, 2017, to establish the Cars.com Stock Fund as an Investment Fund. Participants of the plan may not make any further contributions to the Cars.com Stock Fund, but can elect to move amounts invested in the Cars.com Stock Fund to other investments.
The Plan was amended on October 20, 2017 for technical changes, requested by the Internal Revenue Service (IRS), to participant eligibility for catch-up contributions and to acquisition loans in connection with the IRS review and issuance of a favorable determination letter.
The Plan was amended on November 7, 2017, to change the match for all match eligible participants to be 100% of the first 4% of compensation that a participant contributes. The Plan was further amended on December 12, 2017, to remove the 1,000 hours service eligibility requirement for participation in the plan and eliminates the three year service requirement to vest in the employer match. Both of these amendments are effective January 1, 2018.
The Plan was amended, effective December 17, 2017, to include participants of the Midwest Television, Inc. 401(k) plan (the Midwest Plan), which was acquired on February 15, 2018. Any participant with an account balance under the Midwest Plan may rollover their loan and account balance to the Plan within 60 days of the closing date of the Asset Purchase Agreement.
Participants should refer to the plan document for a more complete description of the Plan’s provisions.
Plan Benefits
Common stock of the Company is allocated to participants to the extent necessary to provide the matching contribution. All Plan participants, regardless of age or years of participation, can transfer at any time all or part of their employer match in the Company's stock to one or more of the other investment options.
Upon termination of an employee with vested benefits, the employee has the right to receive any TEGNA Inc. common shares in kind. Participants direct the investment of their contributions into various investment options offered by the Plan. The Plan currently offers 15 core investment options, the TEGNA Stock Fund, a suite of 12 target maturity funds and a self-directed brokerage account. The Plan allocates investment income
4
TEGNA 401(k) Savings Plan
Notes to Financial Statements (continued)
to participants’ accounts daily, based upon the relationship among their account balances at the end of each day. Participants are immediately vested in their contributions plus actual earnings thereon. Prior to January 1, 2018, participants generally become fully vested in the Company’s matching contribution after three years of service. The Plan was since amended on December 12, 2017 making all Company matching contributions made on or after January 1, 2018 immediately vested. At the discretion of the Committee, forfeitures can be utilized to reduce employer contributions or administrative expenses of the Plan. Forfeitures totaled $709 thousand for the year ended December 31, 2017, and were applied against employer contributions.
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 and in-service distribution opportunities for eligible participants are also available for active employees.
Contributions
A participant may generally contribute, on a pre-tax basis or an after-tax basis, any whole percentage amount, up to 50 percent of plan eligible compensation for a payroll period. Participants may also contribute rollover amounts representing distributions from other qualified retirement plans. Additionally, an eligible participant who has attained age 50 before the close of the Plan Year shall be eligible to make tax-deferred catch-up contributions in accordance with, and subject to the limitations of Section 414(v) of the Internal Revenue Code (Code). However, employer matching contributions shall not be made on amounts treated as catch-up contributions.
The employer match is generally 100 percent of the first 5 percent of compensation that a participant contributes. Certain participants are only eligible for an employer match of 50 percent of the first 6 percent of compensation that a participant contributes. Participant contributions are subject to certain limitations. The Company can fund the employer match through purchases of the Company’s stock on the open market or through the use of existing treasury shares. The employer match is generally funded through open market purchases. Previously, participants in certain operating units received a cash matching contribution as stipulated in the Plan document. Employer match contributions in the Company’s stock totaled $14.2 million for the year ended December 31, 2017.
Participant Accounts
Each participant’s account is credited with the participant’s contributions, the Company’s contributions and allocations of plan earnings and is charged with an allocation of administrative expenses. Plan earnings are allocated based on the participant’s share of net earnings or losses of their respective elected investment options. Allocations of administrative expenses are based on participants’ account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.
Participant Loans
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 $1,000 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.
Plan Termination
Although the Company has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA.
In the event of Plan termination, participants will become 100% vested in their accounts.
2. | Summary of Significant Accounting Policies |
Basis of Accounting
The financial statements of the Plan are prepared on the accrual basis of accounting.
5
TEGNA 401(k) Savings Plan
Notes to Financial Statements (continued)
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates that affect the amounts reported in the financial statements, accompanying notes, and supplemental schedules. Actual results could differ from those estimates.
Payment of Benefits
Benefits are recorded when paid.
Investment Valuation and Income Recognition
The majority of investments included in the Plan are held at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). See Note 6 for further discussion and disclosures related to fair value measurements.
The Plan also holds a synthetic guaranteed investment contract (synthetic GIC) which is valued at contract value since this contract meets the fully benefit-responsive investment contract criteria. Contract value is the relevant measure for a fully benefit-responsive investment because this represents the amount received by participants.
Contract value represents contributions made under the contract, plus interest at the contract rate, less funds to pay benefits and administrative expenses charged by the insurance company.
Synthetic GICs are comprised of the underlying assets which consist primarily of corporate bonds, agency bonds and U.S. Treasury notes, and a wrapper contract issued by a financially responsible third party. The issuer of the wrapper contract provides that the Trust may make withdrawals at contract value for benefit responsive requirements. The synthetic GIC is designed to reset the respective crediting rate on a periodic basis, typically quarterly. The net crediting rate reflects wrap fees paid to the contract issuers. The rate reset allows the contract value of the portfolio to converge to the fair value over time, assuming the fair value continues to earn the current portfolio yield for a period of time equal to the current portfolio duration.
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.
Synthetic GICs 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 provision of the IRC. Wrap contracts generally are evergreen contracts that contain termination provisions. However, guidelines are intended to result in contract value equaling market value of the wrapped portfolio by such termination date.
Purchases and sales of securities are recorded on a trade-date basis. Dividend income is recorded on the ex-dividend date. Interest income is recorded on the accrual basis. The Statement of Changes in Net Assets Available for Benefits presents the net appreciation in the fair value of investments which consists of the realized gains or losses and the unrealized appreciation on investments bought and sold as well as held during the year.
Plan Expenses
Direct administrative expenses are charged to the participants’ accounts, as provided by the Plan’s provisions. Administrative expenses paid by the Plan include record-keeping and Trustee fees. The Company may elect to pay
6
TEGNA 401(k) Savings Plan
Notes to Financial Statements (continued)
for certain indirect expenses and such expenses are excluded from these financial statements. Expenses paid by the Plan are shown on the Statement of Changes in Net Assets Available for Benefits.
Notes Receivable from Participants
Notes receivable from participants represent participant loans that are recorded at their unpaid principal balance plus any accrued but unpaid interest. Interest income on notes receivable from participants is recorded when it is earned. Related fees are recorded as administrative expenses and are expensed when they are incurred. No allowance for credit losses has been recorded as of December 31, 2017 or 2016. If a participant ceases to make loan repayments and the plan administrator deems the participant loan to be a distribution, the participant loan balance is reduced and a benefit payment is recorded.
3. | Parties-in-Interest and Related Party Transactions |
At December 31, 2017 the Plan held an investment of 2.9 million share equivalents of the Company's common stock. The Plan earned dividend income from the Company's common stock of $975 thousand for the year ended December 31, 2017.
The Plan invests in the Vanguard Institutional Index Fund and various Vanguard Retirement Funds which is sponsored by Vanguard, the Trustee. Also, certain Plan investments are shares of a short term investment fund and an S&P 500 Index Fund which are managed by Northern Trust, the Trustee. Therefore, these transactions qualify as party-in-interest transactions and are exempt from the prohibited transaction rules under ERISA. No direct fees were paid by the Plan to the Trustees for investment management services related to these investments for the year ended December 31, 2017 and 2016.
In addition, loans receivable from participants are considered to be party-in-interest transactions for which a statutory exemption from the prohibited transaction regulation exists.
4. | Income Tax Status |
The Plan received a determination letter from the IRS dated August 29, 2017, stating that the Plan is qualified under Section 401(a) of the Code and, therefore, the related trust is tax-exempt. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualified status. Subsequent to this determination by the IRS, the plan was amended. The plan administrator has indicated that it will continue to take the necessary steps to operate in compliance with the Code.
GAAP requires plan management to evaluate uncertain tax positions taken by the Plan. The financial statement effects of a tax position are recognized when the position is more likely than not, based on the technical merits, to be sustained upon examination by the IRS. The Plan administrator has analyzed the tax positions taken by the Plan and has concluded that as of December 31, 2017, there are no uncertain positions taken or expected to be taken. The Plan has recognized no interest or penalties related to uncertain tax positions. The Plan is subject to routine audits by taxing jurisdictions. The Plan received a closing letter from the IRS dated January 23, 2015 in relation to the audit of tax returns for the years ended December 31, 2010 through 2012.
5. | Reconciliation of Audited Financial Statements to the Form 5500 |
There are no reconciling items between the Plan's financial statements and the Form 5500 for net assets available for benefits as of December 31, 2017 and 2016 or for total income for the year ended December 31, 2017.
6. | Fair value measurement |
The accounting standard for fair value measurement defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e., an exit price). To measure fair value, a hierarchy has been established that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs. As such, the hierarchy gives the highest
7
TEGNA 401(k) Savings Plan
Notes to Financial Statements (continued)
priority to unadjusted quoted prices in active markets for identical assets and liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).
The three levels of the fair value hierarchy are described below:
Level 1 | Quoted market prices in active markets for identical assets or liabilities; |
Level 2 | Inputs other than Level 1 inputs that are either directly or indirectly observable; and |
Level 3 | Unobservable inputs developed using our own estimates and assumptions, which reflect those that a market participant would use. |
The asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.
Below is a description of the valuation techniques and inputs used for assets measured at fair value. There have been no changes in the methodologies used at December 31, 2017 and 2016.
Common stocks are valued at the closing price reported on the active market on which the individual securities are traded.
Common collective funds are valued at the NAV established by the fund manager on a daily basis. The NAV is used as a practical expedient to estimate fair value and is based on the fair value of the underlying investments held by the fund less its liabilities. This practical expedient is not used when it is determined to be probable that the fund will sell the investment for an amount different than the reported NAV. Participant transactions (purchased and sales) may occur daily and investments are redeemable at any time. The objective of common collective funds held by the Plan is to provide a rate of return consistent with U.S. equity indexes. A redemption notice of 1 day is required for these investments.
Mutual funds are 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 NAV and to transact at that price. The mutual funds held by the Plan are deemed to be actively traded.
Self-directed brokerage accounts consist entirely of actively traded mutual funds, which are valued using unadjusted quoted prices for identical assets from publicly available pricing sources.
Target maturity funds offer portfolios with asset allocations designed for varying retirement dates or the year in which one expects to start drawing on their retirement assets. These portfolios (consisting of collective investment trusts and/or mutual funds) share the common goal of first growing and then later preserving principal and may contain a mix of U.S. common stocks, International stocks, Treasury Inflation Protected securities, U.S. issued bonds and cash. There are currently no redemption restrictions on these investments. Target maturity funds are valued at their NAV each business day.
Liquidity funds, or Short Term Investment Funds (STIF), are valued at the NAV and consists of underlying investments of cash or cash equivalents, including money market funds or other short-term investments which provide for daily liquidity. Participants can buy and sell this investment on a daily basis. There are currently no redemption restrictions on this investment.
8
TEGNA 401(k) Savings Plan
Notes to Financial Statements (continued)
The following tables set forth by level, within the fair value hierarchy, the Plan’s assets at fair value as of December 31, 2017 and 2016:
December 31, 2017 | Level 1 | Level 2 | Level 3 | Total | ||||
Common stock - TEGNA Inc. | $ | 41,445,340 | — | — | $ | 41,445,340 | ||
Common stocks | 53,952,972 | — | — | 53,952,972 | ||||
Mutual funds | 265,064,868 | — | — | 265,064,868 | ||||
Self-directed brokerage accounts | 8,601,786 | — | — | 8,601,786 | ||||
Total | $ | 369,064,966 | — | — | $ | 369,064,966 | ||
Investments valued using NAV as a practical expedient: | ||||||||
Common collective funds | $ | 86,276,136 | ||||||
STIF | 1,982,031 | |||||||
Target maturity funds | 169,486,848 | |||||||
Total | $ | 257,745,015 | ||||||
Total investments at fair value | $ | 626,809,981 | ||||||
December 31, 2016 | Level 1 | Level 2 | Level 3 | Total | ||||
Common stock - TEGNA Inc. | $ | 58,592,890 | — | — | $ | 58,592,890 | ||
Common stocks | 29,760,060 | — | — | 29,760,060 | ||||
Mutual funds | 248,182,521 | — | — | 248,182,521 | ||||
Self-directed brokerage accounts | 9,124,854 | — | — | 9,124,854 | ||||
Total | $ | 345,660,325 | — | — | $ | 345,660,325 | ||
Investments valued using NAV as a practical expedient: | ||||||||
Common collective funds | $ | 70,990,337 | ||||||
STIF | 1,650,711 | |||||||
Target maturity funds | 150,269,233 | |||||||
Total | $ | 222,910,281 | ||||||
Total investments at fair value | $ | 568,570,606 | ||||||
7. | Risks and Uncertainties |
The Plan invests in various investment securities. Investment securities are exposed to various risks, such as interest rate risk, market risk and credit risk. Due to the level of risk associated with certain investment securities, 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 participants’ account balances and the amounts reported in the statements of net assets available for benefits.
9
TEGNA 401(k) Savings Plan | |||||||||||||||||||||
EIN: 16-0442930 Plan #: 002 | |||||||||||||||||||||
SCHEDULE H, LINE 4a - SCHEDULE OF DELINQUENT PARTICIPANT CONTRIBUTIONS | |||||||||||||||||||||
Year ended December 31, 2017 | |||||||||||||||||||||
Total that Constitute Nonexempt Prohibited Transactions | |||||||||||||||||||||
Participant contributions transferred late to the Plan | Check Here if Late Participant Loan Repayments are included | Contributions not corrected | Contributions Corrected outside of VFCP | Contributions Pending Correction in VFCP | Total Fully Corrected Under VFCP and PTE 2002-51 | ||||||||||||||||
Participant Contributions Transferred Late to Plan for year ended December 31, 2017 | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||||
Participant Contributions Transferred Late to Plan for year ended December 31, 2016 | 2,207 | — | 2,207 | — | — | ||||||||||||||||
10
TEGNA 401(k) Savings Plan | ||||||
EIN: 16-0442930 Plan #: 002 | ||||||
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR) | ||||||
December 31, 2017 | ||||||
Identity of issue, borrower, lessor, or similar party | Description of investment including maturity date, rate of interest, collateral, par, or maturity value | Current Value | ||||
*TEGNA Inc. | Employer Securities | $ | 41,445,340 | |||
*Northern Trust Short Term Investment Fund | Short-Term Investment Fund | $ | 1,982,031 | |||
Prudential Insurance Company | Stable Value Fund | |||||
GA-62387 | 1.47% | |||||
Term Fund 2017 | Fixed income | $ | 95,895 | |||
Term Fund 2018 | Fixed income | 696,192 | ||||
Term Fund 2019 | Fixed income | 629,646 | ||||
Term Fund 2020 | Fixed income | 1,531,284 | ||||
Term Fund 2021 | Fixed income | 1,497,166 | ||||
Goldman Sachs Intermediate Core Funds | Fixed income | 4,558,784 | ||||
State Street Bank | Stable Value Fund | |||||
107094 | 1.55% | |||||
Term Fund 2017 | Fixed income | $ | 58,915 | |||
Term Fund 2018 | Fixed income | 1,461,414 | ||||
Term Fund 2019 | Fixed income | 1,493,766 | ||||
Term Fund 2020 | Fixed income | 1,043,144 | ||||
Term Fund 2021 | Fixed income | 952,959 | ||||
Goldman Sachs Intermediate Core Funds | Fixed income | 1,548,994 | ||||
Monumental | Stable Value Fund | |||||
Transamerica Premier | 1.55% | |||||
Term Fund 2017 | Fixed income | $ | 58,913 | |||
Term Fund 2018 | Fixed income | 1,461,348 | ||||
Term Fund 2019 | Fixed income | 1,493,698 | ||||
Term Fund 2020 | Fixed income | 1,043,097 | ||||
Term Fund 2021 | Fixed income | 952,916 | ||||
Goldman Sachs Intermediate Core Funds | Fixed income | 1,548,924 | ||||
Total Stable Value Funds at fair value | 22,127,055 | |||||
Prudential Insurance Company\State Street Bank\Transamerica Premier | Wrapper contract | 49,367 | ||||
Total Stable Value Funds at contract value | $ | 22,176,422 | ||||
*Vanguard Target Retirement Fund 2015 | Target Maturity Fund - 2015 | $ | 6,768,329 | |||
*Vanguard Target Retirement Fund 2020 | Target Maturity Fund - 2020 | 20,605,350 | ||||
*Vanguard Target Retirement Fund 2025 | Target Maturity Fund - 2025 | 27,589,224 | ||||
*Vanguard Target Retirement Fund 2030 | Target Maturity Fund - 2030 | 27,656,530 | ||||
*Vanguard Target Retirement Fund 2035 | Target Maturity Fund - 2035 | 21,599,912 | ||||
*Vanguard Target Retirement Fund 2040 | Target Maturity Fund - 2040 | 20,732,036 | ||||
*Vanguard Target Retirement Fund 2045 | Target Maturity Fund - 2045 | 17,198,209 | ||||
*Vanguard Target Retirement Fund 2050 | Target Maturity Fund - 2050 | 10,139,770 | ||||
*Vanguard Target Retirement Fund 2055 | Target Maturity Fund - 2055 | 3,605,689 | ||||
11
TEGNA 401(k) Savings Plan | ||||||
EIN: 16-0442930 Plan #: 002 | ||||||
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR) (continued) | ||||||
December 31, 2017 | ||||||
Identity of issue, borrower, lessor, or similar party | Description of investment including maturity date, rate of interest, collateral, par, or maturity value | Current Value | ||||
*Vanguard Target Retirement Fund 2060 | Target Maturity Fund - 2060 | $ | 747,221 | |||
*Vanguard Target Retirement Fund 2065 | Target Maturity Fund - 2065 | — | ||||
*Vanguard Target Retirement Fund Income | Target Maturity Income | 2,995,237 | ||||
*NT Global Investments Focus Fund 2015 | Target Maturity Fund - 2015 | $ | 386,238 | |||
*NT Global Investments Focus Fund 2020 | Target Maturity Fund - 2020 | 1,494,543 | ||||
*NT Global Investments Focus Fund 2025 | Target Maturity Fund - 2025 | 1,473,074 | ||||
*NT Global Investments Focus Fund 2030 | Target Maturity Fund - 2030 | 1,683,818 | ||||
*NT Global Investments Focus Fund 2035 | Target Maturity Fund - 2035 | 1,463,454 | ||||
*NT Global Investments Focus Fund 2040 | Target Maturity Fund - 2040 | 1,051,435 | ||||
*NT Global Investments Focus Fund 2045 | Target Maturity Fund - 2045 | 861,470 | ||||
*NT Global Investments Focus Fund 2050 | Target Maturity Fund - 2050 | 1,009,705 | ||||
*NT Global Investments Focus Fund 2055 | Target Maturity Fund - 2055 | 265,232 | ||||
*NT Global Investments Focus Fund 2060 | Target Maturity Fund - 2060 | 72,954 | ||||
*NT Global Investments Focus Fund Income | Target Maturity Income | 87,418 | ||||
Total Target Maturity Funds | $ | 169,486,848 | ||||
Allianz NFJ Dividend Value Fund | Mutual Fund | $ | 8,606,422 | |||
American Europacific Growth Fund | Mutual Fund | 29,476,017 | ||||
Dodge & Cox Balanced Fund | Mutual Fund | 41,724,064 | ||||
Dodge & Cox Inc Fund | Mutual Fund | 32,695,815 | ||||
GMO Trust Benchmark Free Allocation | Mutual Fund | 2,185,995 | ||||
Ser Jackson Square Large Cap Growth Fund | Mutual Fund | 15,583,321 | ||||
T Rowe Price Emerging Market Funds | Mutual Fund | 5,353,656 | ||||
*Vanguard Federal Money Market Fund | Mutual Fund | 18,848,028 | ||||
*Vanguard Institutional Index Fund | Mutual Fund | 94,797,328 | ||||
Wasatch Small Capital Growth Fund | Mutual Fund | 7,912,644 | ||||
WT Mutual Fund Small/Mid Cap Value | Mutual Fund | 7,881,578 | ||||
Total Mutual Funds | $ | 265,064,868 | ||||
Barclays Global Invs N A Invt Funds | Common Collective Fund | $ | 5,428,689 | |||
Blackrock Russell 1000 Growth | Common Collective Fund | 32,618,146 | ||||
Blackrock Russell 1000 Value | Common Collective Fund | 16,480,110 | ||||
Blackrock Russell 2500 Index | Common Collective Fund | 15,316,476 | ||||
Blackrock US Debt Index | Common Collective Fund | 8,156,673 | ||||
BNY Mellon Real Estate Fund | Common Collective Fund | 3,151,695 | ||||
MFB NT Collective S&P500 Index Fund | Common Collective Fund | 5,124,347 | ||||
Total Common Collective Funds | $ | 86,276,136 | ||||
12
TEGNA 401(k) Savings Plan | ||||||
EIN: 16-0442930 Plan #: 002 | ||||||
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR) (continued) | ||||||
December 31, 2017 | ||||||
Identity of issue, borrower, lessor, or similar party | Description of investment including maturity date, rate of interest, collateral, par, or maturity value | Current Value | ||||
Adobe Systems Inc | Common Stock | $ | 236,924 | |||
AECOM | Common Stock | 117,134 | ||||
Alibaba Group Holding Ltd | Common Stock | 320,720 | ||||
Alphabet Inc Cap Stock Class A | Common Stock | 404,506 | ||||
Alphabet Inc Cap Stock Class C | Common Stock | 436,349 | ||||
Amazon.com Inc | Common Stock | 812,782 | ||||
American International Group Inc | Common Stock | 233,911 | ||||
American Tower Corp | Common Stock | 305,314 | ||||
Apple Inc | Common Stock | 469,106 | ||||
ASML Holding NV | Common Stock | 302,447 | ||||
Automatic Data Processing Inc | Common Stock | 169,926 | ||||
Avnet Inc | Common Stock | 334,749 | ||||
Axis Capital Holdings Ltd | Common Stock | 142,487 | ||||
Bank of America Corp | Common Stock | 324,189 | ||||
Baxter International Inc | Common Stock | 155,136 | ||||
Becton Dickinson & Co | Common Stock | 145,561 | ||||
Biogen Inc | Common Stock | 207,071 | ||||
Boeing Company | Common Stock | 176,946 | ||||
BP PLC Sponsored Adr | Common Stock | 188,589 | ||||
Broadcom Limited | Common Stock | 256,900 | ||||
Capital One Financial Corp | Common Stock | 292,466 | ||||
Cars.com | Common Stock | 22,227,309 | ||||
Cenovus Energy Inc | Common Stock | 167,718 | ||||
Charter Communications Inc | Common Stock | 283,886 | ||||
Cigna Corporation | Common Stock | 162,472 | ||||
Citigroup Inc | Common Stock | 348,611 | ||||
Cognizant Tech Solutions Class A | Common Stock | 463,903 | ||||
Comcast Corp | Common Stock | 84,105 | ||||
Costar Group Inc | Common Stock | 174,904 | ||||
Dover Corp | Common Stock | 244,901 | ||||
Ecolab Inc | Common Stock | 207,979 | ||||
Edwards Lifesciences Corp | Common Stock | 209,641 | ||||
Electronic Arts | Common Stock | 162,843 | ||||
Eli Lilly & Co | Common Stock | 162,586 | ||||
Expedia Group | Common Stock | 330,565 | ||||
Express Scripts Holding Co | Common Stock | 168,313 | ||||
Exxon Mobil Corp | Common Stock | 131,817 | ||||
13
TEGNA 401(k) Savings Plan | ||||||
EIN: 16-0442930 Plan #: 002 | ||||||
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR) (continued) | ||||||
December 31, 2017 | ||||||
Identity of issue, borrower, lessor, or similar party | Description of investment including maturity date, rate of interest, collateral, par, or maturity value | Current Value | ||||
Facebook Inc | Common Stock | $ | 626,962 | |||
Fedex Corp | Common Stock | 278,237 | ||||
Ferrari NV | Common Stock | 142,582 | ||||
Fidelity National Information Services Inc | Common Stock | 168,421 | ||||
Fiserv Inc | Common Stock | 213,742 | ||||
Ford Motor Company | Common Stock | 253,385 | ||||
Fortive Corp | Common Stock | 169,010 | ||||
Franklin Resources Inc | Common Stock | 239,572 | ||||
Gannett Inc | Common Stock | 7,308,993 | ||||
General Dynamic Corp | Common Stock | 183,105 | ||||
Goldman Sachs Group Inc | Common Stock | 298,833 | ||||
Halliburton Co | Common Stock | 102,432 | ||||
Hewlett Packard Enterprise Co | Common Stock | 248,112 | ||||
Hilton Worldwide Holdings Inc | Common Stock | 202,046 | ||||
Home Depot Inc | Common Stock | 293,772 | ||||
Honeywell International Inc | Common Stock | 299,819 | ||||
Illumina Inc | Common Stock | 203,196 | ||||
Intercontinental Exchange Inc | Common Stock | 249,077 | ||||
Intuit | Common Stock | 203,536 | ||||
Jeld-Wen Holding Inc | Common Stock | 181,574 | ||||
JP Morgan Chase & Co | Common Stock | 504,008 | ||||
Lamar Advertising Co | Common Stock | 173,276 | ||||
Mastercard Inc | Common Stock | 360,237 | ||||
McKesson corp | Common Stock | 257,162 | ||||
Mednax Inc | Common Stock | 88,978 | ||||
Metlife Inc | Common Stock | 203,858 | ||||
Micro Focus International PLC | Common Stock | 62,780 | ||||
Microsoft Corp | Common Stock | 820,329 | ||||
Moodys Corp | Common Stock | 177,132 | ||||
Morgan Stanley | Common Stock | 296,560 | ||||
Murphy Oil Corp | Common Stock | 152,921 | ||||
Mylan NV | Common Stock | 337,338 | ||||
Netflix Inc | Common Stock | 161,246 | ||||
News Corp | Common Stock | 140,330 | ||||
Nike Inc | Common Stock | 275,908 | ||||
Northrop Grumman Corp | Common Stock | 211,768 | ||||
Nvidia Corp | Common Stock | 185,760 | ||||
Omnicom Group Inc | Common Stock | 294,670 | ||||
14
TEGNA 401(k) Savings Plan | ||||||
EIN: 16-0442930 Plan #: 002 | ||||||
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR) (continued) | ||||||
December 31, 2017 | ||||||
Identity of issue, borrower, lessor, or similar party | Description of investment including maturity date, rate of interest, collateral, par, or maturity value | Current Value | ||||
Oracle Corp | Common Stock | $ | 249,260 | |||
Paypal Holdings Inc | Common Stock | 273,719 | ||||
Raytheon co | Common Stock | 201,939 | ||||
Royal Dutch Shell PLC | Common Stock | 303,697 | ||||
Ryder System Inc | Common Stock | 175,410 | ||||
Salesforce Com | Common Stock | 551,531 | ||||
Servicenow Inc | Common Stock | 173,419 | ||||
Sherwin-Williams Co | Common Stock | 239,873 | ||||
Splunk Inc | Common Stock | 240,650 | ||||
State Street Corp | Common Stock | 161,447 | ||||
Superior Energy Services Inc | Common Stock | 57,722 | ||||
Terex Corp | Common Stock | 132,171 | ||||
The Priceline Group Inc | Common Stock | 159,872 | ||||
Thermo Fisher Corp | Common Stock | 298,112 | ||||
UBS Group | Common Stock | 176,728 | ||||
Union Pacific Corp | Common Stock | 285,633 | ||||
United Health Group | Common Stock | 489,421 | ||||
Visa Inc | Common Stock | 705,099 | ||||
Voya Financial Inc | Common Stock | 278,268 | ||||
Walmart inc | Common Stock | 171,232 | ||||
Wells Fargo & Co | Common Stock | 229,392 | ||||
Zoetis Inc | Common Stock | 262,944 | ||||
Total Common Stock | $ | 53,952,972 | ||||
*Vanguard Brokerage Option | Self-Directed Brokerage Accounts | $ | 8,601,786 | |||
*Loans to participants | Interest rates on loans are 4.25% - 9.5% with a max credit term of 60 months | $ | 4,594,570 | |||
Total Investments | $ | 653,580,973 | ||||
* Party-in-interest | ||||||
Note: cost information has not been presented as all investments are participant directed | ||||||
15
TEGNA 401(k) Savings Plan | |||||||||||||||||||||
EIN: 16-0442930 Plan #: 002 | |||||||||||||||||||||
SCHEDULE H, LINE 4j - SCHEDULE OF REPORTABLE TRANSACTIONS | |||||||||||||||||||||
Year ended December 31, 2017 | |||||||||||||||||||||
Identity of party involved | Description of asset | Purchase price | Selling price | Cost of asset | Current value of asset on transaction date | Net gain (loss) | |||||||||||||||
*Northern Trust Short Term Investment Fund | Short-Term Investment Fund | $ | 44,048,720 | $ | 44,048,720 | $ | 44,048,720 | $ | — | ||||||||||||
*Northern Trust Short Term Investment Fund | Short-Term Investment Fund | 43,717,249 | 43,717,249 | 43,717,249 | — | ||||||||||||||||
* Party-in-interest | |||||||||||||||||||||
16
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the Plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
TEGNA 401(k) Savings Plan | ||
Date: June 28, 2018 | By: | /s/ Jeffrey Newman |
Jeffery Newman | ||
Senior VP, Chief Human Resource Officer | ||
17
EXHIBITS
Exhibit Number Description of Exhibit
23.1 | Consent of Ernst & Young LLP, | |
Independent Registered Public Accounting Firm | ||
18
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-204704) pertaining to the TEGNA 401(k) Savings Plan of our report dated June 28, 2018, with respect to the financial statements and schedules of the TEGNA 401(k) Savings Plan included in this Annual Report (Form 11-K) for the year ended December 31, 2017.
/s/ Ernst & Young LLP
Tysons, Virginia
June 28, 2018