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, 2018
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.
8350 Broad Street, Suite 2000
Tysons, Virginia 22102
TEGNA 401(k) SAVINGS PLAN
Table of Contents
Page | |
Report of Independent Registered Public Accounting Firm | |
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 4i - Schedule of Assets (Held at End of Year) | |
Signature | |
Exhibit Index | |
Report of Independent Registered Public Accounting Firm
To the Administrator and Plan Participants of TEGNA 401(k) Savings Plan
Opinion on the Financial Statements
We have audited the accompanying statement of net assets available for benefits of TEGNA 401(k) Savings Plan (the “Plan”) as of December 31, 2018 and the related statement of changes in net assets available for benefits for the year ended December 31, 2018, including 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 as of December 31, 2018, and the changes in net assets available for benefits for the year ended December 31, 2018 in conformity with accounting principles generally accepted in the United States of America.
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 audit. 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 audit of these financial statements 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.
Our audit 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 audit 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 audit provides a reasonable basis for our opinion.
Supplemental Information
The supplemental schedule of Schedule H, Line 4i - Schedule of Assets (Held at End of Year) as of December 31, 2018 has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental schedule is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental schedule 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 supplemental schedule, we evaluated whether the supplemental schedule, 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 supplemental schedule is fairly stated, in all material respects, in relation to the financial statements as a whole.
/s/ PricewaterhouseCoopers LLP
McLean, Virginia
June 28, 2019
We have served as the Plan’s auditor since 2018.
1
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 statement of net assets available for benefits of TEGNA 401(k) Savings Plan (the Plan) as of 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, 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 audit. 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 audit 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 audit 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 audit 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 audit 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 audit provides a reasonable basis for our opinion.
/s/ Ernst & Young LLP
We have served as the Plan’s auditor from at least 1994 to 2018, but we are unable to determine the specific year we began serving as the auditor.
Tysons, Virginia
June 28, 2018
2
TEGNA 401(k) Savings Plan
Statements of Net Assets Available for Benefits
December 31, | |||||||
2018 | 2017 | ||||||
Assets | |||||||
Investments, at fair value | $ | 579,519,667 | $ | 626,809,981 | |||
Investments, at contract value | 23,396,343 | 22,176,422 | |||||
Total Investments | 602,916,010 | 648,986,403 | |||||
Notes receivables from participants | 4,561,700 | 4,594,570 | |||||
Employer contributions receivable | 1,146,685 | 983,418 | |||||
Employee contributions receivable | 835,857 | 605,884 | |||||
Due from broker | 290,541 | 273,158 | |||||
Total Receivables | 6,834,783 | 6,457,030 | |||||
Total Assets | $ | 609,750,793 | $ | 655,443,433 | |||
Liabilities | |||||||
Accrued expenses | $ | 80,442 | $ | 137,852 | |||
Due to broker | — | 38,540 | |||||
Total Liabilities | $ | 80,442 | $ | 176,392 | |||
Net Assets Available for Benefits | $ | 609,670,351 | $ | 655,267,041 | |||
The accompanying notes are an integral part of these financial statements
3
TEGNA 401(k) Savings Plan
Statement of Changes in Net Assets Available for Benefits
Year Ended | |||
December 31, 2018 | |||
Investment Income (Loss): | |||
Interest and dividends | $ | 11,183,980 | |
Net depreciation in fair value of investments | (52,364,908 | ) | |
Net investment loss | (41,180,928 | ) | |
Contributions: | |||
Employer, net | 12,849,058 | ||
Employee | 25,063,360 | ||
Rollover | 25,516,676 | ||
Total contributions | 63,429,094 | ||
Interest income on notes receivable from participants | 221,066 | ||
Other additions | 431,032 | ||
Net additions | 22,900,264 | ||
Benefits paid to participants | 67,109,458 | ||
Administrative expenses | 1,387,496 | ||
Total deductions | 68,496,954 | ||
Net decrease in assets | $ | (45,596,690 | ) |
Net assets available for benefits: | |||
Beginning of year | 655,267,041 | ||
End of year | $ | 609,670,351 | |
The accompanying notes are an integral part of these financial statements
4
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). Certain collective bargaining agreements and personal service contracts may exclude or restrict some employee's participation in the Plan. Certain business units may also be determined to be ineligible for plan participation. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA).
The Plan adopted a Safe Harbor plan design effective January 1, 2018 which included the following changes:
* All employees other than previously noted exceptions, became immediately eligible upon date of hire regardless of employment status. This eliminated the "1,000-hour rule" that previously existed for part-time and temporary employees.
* All Company contributions for active employees who are active as of January 1, 2018 became immediately vested and all future contributions will be 100% vested when made. Previously, vesting schedules existed for company contributions.
* A Safe Harbor match was initiated for all match eligible participants, with the Company matching $1 for $1 on the first 4% of participant deferrals. Previously, there existed other different match formulas.
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).
The Plan was amended on December 20, 2018 to allow as eligible participants the employees of newly acquired business units KFMB-TV, KWES-TV and WTOL-TV. The effective date of the new employees plan eligibility was the closing date of the related acquisitions. In each case, the amendments included provisions to allow new participants who had outstanding loans in their previous qualified 401(k) plan to roll over outstanding loans along with the accompanying account balances. Such rollovers were processed within 60 days of the acquisition date. Other acquired employees without outstanding loans were required to pursue individual roll-overs.
The Plan was amended on November 16, 2018 to eliminate two company stock funds, the Gannett Stock Fund and the Cars.com Stock Fund from the list of funds maintained as investment options under the Plan. These investment funds maintained by the Plan had not been previously available for "exchanges in," only "exchanges out". The elimination of the Gannett Stock Fund and Cars.com Stock Fund as Plan investment funds under the Plan took place as part of an orderly liquidation process ending December 16, 2018. A third-party trustee was engaged by the Benefits Administrative Committee to oversee the process and all participant communications.
Participants should refer to the Plan document as amended or the Plan's Summary Plan Description (SPD) 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 fund to one or more of the other investment funds available in the Plan. Upon a participant's termination of employment, the participant has the right to receive his or her vested interest in all accounts, including any TEGNA Inc. common shares in-kind.
Participants may direct the investment of their contributions into various investment options offered by the Plan. The Plan currently offers 14 core investment options, the TEGNA Stock Fund, and a suite of 12 target date maturity accounts, as well as a self-directed brokerage account. The Plan allocates investment income to participants’ accounts daily.
5
TEGNA 401(k) Savings Plan
Notes to Financial Statements (continued)
Upon termination of employment, disability or death, participants or their beneficiaries are generally eligible to receive their benefits in a lump sum or, as elected, through periodic withdrawals. 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 before tax and/or a Roth after-tax basis, any percentage amount, from 1% up to 50% of Plan eligible compensation; contributions are made on a payroll period basis. Participants may also contribute rollover amounts representing distributions from other qualified 401(k) 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 catch-up contribution amounts.
The employer match is 100% of the first 4% of compensation that a participant contributes. 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 in the 2018 plan year was funded through open market purchases. Employer match contributions in the Company’s stock totaled $12.8 million for the year ended December 31, 2018.
Participant Accounts
Each participant’s account is credited with the participant’s contributions, the Company’s contributions and allocations of Plan's earnings and is charged with a quarterly flat fee for plan administrative expenses. Plan earnings are allocated based on the participant’s share of net earnings or losses of their respective elected investment options. 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 have one outstanding loan borrowed from their accounts in an amount up to 50% of their vested account balance, excluding the Company matching contributions and the related earnings, with a minimum loan of $1,000 and a maximum of $50,000. The loans are secured by the balance in participants’ accounts, the interest rate applied to participant loan is updated daily at the prime rate plus 1%. Loans have maturities for a period not to exceed five years. Interest rates ranged from 4.25% to 9.5% at December 31, 2018 and 2017.
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 receive 100% of their vested account balances.
2. | Summary of Significant Accounting Policies |
Basis of Accounting
The financial statements of the Plan are prepared on the accrual basis of accounting, except for distributions which are recorded when paid.
6
TEGNA 401(k) Savings Plan
Notes to Financial Statements (continued)
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles (GAAP) in the United States of America requires management to make estimates and assumptions 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 synthetic guaranteed investment contracts (synthetic GIC) which are valued at contract value since the contracts meet 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 common collective trust funds holding 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 depreciation in the fair value of investments which consists of the realized gains or losses and the unrealized appreciation (depreciation) on investments bought and sold as well as held during the year.
7
TEGNA 401(k) Savings Plan
Notes to Financial Statements (continued)
Plan Expenses
Direct administrative expenses are charged to the participants’ accounts, as provided by the Plan’s provisions. Beginning in 2018, a quarterly plan administrative flat fee was applied to participant accounts to cover a variety of administrative expenses, including recordkeeping, trustee, legal, audit, investment advisor and other services. The
Company may elect to pay 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, 2018 or 2017. 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, 2018 the Plan held an investment of 3.3 million share equivalents of the Company's common stock. The Plan earned dividend income from the Company's common stock of $901 thousand for the year ended December 31, 2018. For the year ended December 31, 2018, $15.9 million of the Company's common stock was purchased and $11.5 million was sold.
The Plan invests in the Vanguard Institutional Index Fund and various Vanguard Retirement Funds which is sponsored by Vanguard, the Trustee for the Company Stock Funds. Also, certain Plan investments are shares of a short term investment fund and a common collective trust S&P 500 Index Fund which are managed by Northern Trust, the Trustee for all investments except for the Company Stock Funds and self-directed brokerage accounts. 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, 2018.
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, 2018, 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. The Plan administrator believes it is not subject to income tax examinations for years prior to 2015.
8
TEGNA 401(k) Savings Plan
Notes to Financial Statements (continued)
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, 2018 and 2017 or for net income for the year ended December 31, 2018.
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 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, 2018 and 2017.
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. No unfunded commitments exist.
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 date maturity accounts 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 and no unfunded commitments on these investments. The common
9
TEGNA 401(k) Savings Plan
Notes to Financial Statements (continued)
collective trust component of the portfolios are valued at their NAV as a practical expedient each business day. The mutual fund component of the portfolio is valued at the daily closing price as reported by the fund.
Liquidity funds, or Short Term Investment Funds (STIF) is a common collective trust and is valued at the NAV as a practical expedient and consists of underlying investments of cash or short-term investments, 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.
The following tables set forth by level, within the fair value hierarchy, the Plan’s assets at fair value as of December 31, 2018 and 2017:
December 31, 2018 | Level 1 | Level 2 | Level 3 | Total | ||||
Common stock - TEGNA Inc. | $ | 36,174,378 | — | — | $ | 36,174,378 | ||
Common stocks | 22,970,055 | — | — | 22,970,055 | ||||
Mutual funds | 240,346,887 | — | — | 240,346,887 | ||||
Mutual funds - Target date maturity | 176,584,576 | — | — | 176,584,576 | ||||
Self-directed brokerage accounts | 6,959,245 | — | — | 6,959,245 | ||||
Total | $ | 483,035,141 | — | — | $ | 483,035,141 | ||
Investments valued using NAV as a practical expedient: | ||||||||
Common collective funds | $ | 96,484,526 | ||||||
Total | $ | 96,484,526 | ||||||
Total investments at fair value | $ | 579,519,667 | ||||||
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 | ||||||
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.
10
TEGNA 401(k) Savings Plan | ||||||
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR) | ||||||
December 31, 2018 | ||||||
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. | Unitized Employer Common Stock Fund | |||||
*TEGNA Inc. Common Stock | Common Stock | $ | 36,151,511 | |||
*Vanguard Federal Money Market Fund | Mutual Fund | 22,867 | ||||
Total TEGNA Inc. | $ | 36,174,378 | ||||
Prudential Insurance Company GA-63596 | Synthetic Guaranteed Investment Contract, 2,47% | |||||
Term Fund 2018 | Common Collective Trust | $ | 52,063 | |||
Term Fund 2019 | Common Collective Trust | 639,281 | ||||
Term Fund 2020 | Common Collective Trust | 1,548,324 | ||||
Term Fund 2021 | Common Collective Trust | 1,512,190 | ||||
Term Fund 2022 | Common Collective Trust | 758,808 | ||||
Goldman Sachs Intermediate Core Funds | Common Collective Trust | 4,185,864 | ||||
State Street Bank, 151006 | Synthetic Guaranteed Investment Contract, 2.43% | |||||
Term Fund 2018 | Common Collective Trust | $ | 109,287 | |||
Term Fund 2019 | Common Collective Trust | 1,516,619 | ||||
Term Fund 2020 | Common Collective Trust | 1,054,750 | ||||
Term Fund 2021 | Common Collective Trust | 962,519 | ||||
Term Fund 2022 | Common Collective Trust | 1,449,441 | ||||
Goldman Sachs Intermediate Core Funds | Common Collective Trust | 2,136,899 | ||||
Monumental Transamerica Premier MDA 0128TR | Synthetic Guaranteed Investment Contract, 2.43% | |||||
Term Fund 2018 | Common Collective Trust | $ | 109,283 | |||
Term Fund 2019 | Common Collective Trust | 1,516,559 | ||||
Term Fund 2020 | Common Collective Trust | 1,054,708 | ||||
Term Fund 2021 | Common Collective Trust | 962,480 | ||||
Term Fund 2022 | Common Collective Trust | 1,449,384 | ||||
Goldman Sachs Intermediate Core Funds | Common Collective Trust | 2,136,814 | ||||
Total Stable Value Funds at fair value | 23,155,273 | |||||
Prudential Insurance Company\State Street Bank\Transamerica Premier | Wrapper contract | 241,070 | ||||
Total Stable Value Funds at contract value | $ | 23,396,343 | ||||
*Vanguard Target Retirement Fund 2015 | Mutual Fund | $ | 6,615,757 | |||
*Vanguard Target Retirement Fund 2020 | Mutual Fund | 20,863,898 | ||||
*Vanguard Target Retirement Fund 2025 | Mutual Fund | 32,626,617 | ||||
*Vanguard Target Retirement Fund 2030 | Mutual Fund | 31,749,036 | ||||
*Vanguard Target Retirement Fund 2035 | Mutual Fund | 24,857,076 | ||||
*Vanguard Target Retirement Fund 2040 | Mutual Fund | 21,698,416 | ||||
*Vanguard Target Retirement Fund 2045 | Mutual Fund | 18,226,653 | ||||
*Vanguard Target Retirement Fund 2050 | Mutual Fund | 11,431,206 | ||||
*Vanguard Target Retirement Fund 2055 | Mutual Fund | 4,345,780 | ||||
*Vanguard Target Retirement Fund 2060 | Mutual Fund | 1,057,589 | ||||
*Vanguard Target Retirement Fund 2065 | Mutual Fund | 101,645 | ||||
*Vanguard Target Retirement Fund Income | Mutual Fund | 3,010,903 | ||||
Total Mutual Fund - Target date maturity | $ | 176,584,576 | ||||
11
TEGNA 401(k) Savings Plan | ||||||
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR) (continued) | ||||||
December 31, 2018 | ||||||
Identity of issue, borrower, lessor, or similar party | Description of investment including maturity date, rate of interest, collateral, par, or maturity value | Current Value | ||||
Allianz NFJ Dividend Value Fund | Mutual Fund | $ | 7,360,217 | |||
American Europacific Growth Fund | Mutual Fund | 23,143,295 | ||||
Dodge & Cox Balanced Fund | Mutual Fund | 35,523,603 | ||||
Dodge & Cox Inc Fund | Mutual Fund | 30,791,468 | ||||
GMO Trust Benchmark Free Allocation | Mutual Fund | 1,622,288 | ||||
Ser Jackson Square Large Cap Growth Fund | Mutual Fund | 15,140,964 | ||||
T Rowe Price Emerging Market Funds | Mutual Fund | 4,842,205 | ||||
*Vanguard Federal Money Market Fund | Mutual Fund | 19,819,461 | ||||
*Vanguard Institutional Index Fund | Mutual Fund | 87,582,737 | ||||
Wasatch Small Capital Growth Fund | Mutual Fund | 7,396,924 | ||||
WT Mutual Fund Small/Mid Cap Value | Mutual Fund | 7,123,725 | ||||
Total Mutual Funds | $ | 240,346,887 | ||||
*Northern Trust Short Term Investment Fund | Common Collective Trust | $ | 2,932,048 | |||
*NT Global Investments Focus Fund 2015 | Common Collective Trust | 440,891 | ||||
*NT Global Investments Focus Fund 2020 | Common Collective Trust | 2,065,302 | ||||
*NT Global Investments Focus Fund 2025 | Common Collective Trust | 993,202 | ||||
*NT Global Investments Focus Fund 2030 | Common Collective Trust | 1,772,367 | ||||
*NT Global Investments Focus Fund 2035 | Common Collective Trust | 1,699,625 | ||||
*NT Global Investments Focus Fund 2040 | Common Collective Trust | 1,624,384 | ||||
*NT Global Investments Focus Fund 2045 | Common Collective Trust | 1,440,565 | ||||
*NT Global Investments Focus Fund 2050 | Common Collective Trust | 879,040 | ||||
*NT Global Investments Focus Fund 2055 | Common Collective Trust | 360,548 | ||||
*NT Global Investments Focus Fund 2060 | Common Collective Trust | 111,209 | ||||
*NT Global Investments Focus Fund Income | Common Collective Trust | 310,882 | ||||
Barclays Global Invs N A Invt Funds | Common Collective Trust | 4,964,243 | ||||
Blackrock Russell 1000 Growth | Common Collective Trust | 30,433,653 | ||||
Blackrock Russell 1000 Value | Common Collective Trust | 14,777,580 | ||||
Blackrock Russell 2500 Index | Common Collective Trust | 14,810,521 | ||||
Blackrock US Debt Index | Common Collective Trust | 8,931,198 | ||||
BNY Mellon Real Estate Fund | Common Collective Trust | 3,238,651 | ||||
MFB NT Collective S&P500 Index Fund | Common Collective Trust | 4,698,617 | ||||
Total Common Collective Trusts | $ | 96,484,526 | ||||
12
TEGNA 401(k) Savings Plan | ||||||
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR) (continued) | ||||||
December 31, 2018 | ||||||
Identity of issue, borrower, lessor, or similar party | Description of investment including maturity date, rate of interest, collateral, par, or maturity value | Current Value | ||||
Abbott Laboratory | Common Stock | $ | 242,306 | |||
Abiomed Inc | Common Stock | 175,522 | ||||
ADR Royal Dutch Shell PLC | Common Stock | 173,237 | ||||
Adobe Systems Inc | Common Stock | 362,436 | ||||
AECOM | Common Stock | 129,903 | ||||
Agilent Technologies Inc | Common Stock | 202,380 | ||||
Align Technology Inc | Common Stock | 185,346 | ||||
Alphabet Inc Cap Stock Class C | Common Stock | 1,051,714 | ||||
Amazon.com Inc | Common Stock | 1,021,340 | ||||
American International Group Inc | Common Stock | 244,145 | ||||
American Tower Corp | Common Stock | 338,527 | ||||
Amgen Inc | Common Stock | 133,933 | ||||
Automatic Data Processing Inc | Common Stock | 255,684 | ||||
Avnet Inc | Common Stock | 214,290 | ||||
Axa Equitable Holdings Inc | Common Stock | 128,267 | ||||
Axis Capital Holdings Ltd | Common Stock | 146,399 | ||||
Bank of America Corp | Common Stock | 208,257 | ||||
Becton Dickinson & Co | Common Stock | 248,979 | ||||
Boeing Company | Common Stock | 424,088 | ||||
Booking Holdings Inc | Common Stock | 244,584 | ||||
Capital One Financial Corp | Common Stock | 206,663 | ||||
Cenovus Energy Inc | Common Stock | 120,093 | ||||
Citigroup Inc | Common Stock | 199,806 | ||||
Cognizant Tech Solutions Class A | Common Stock | 190,757 | ||||
Costar Group Inc | Common Stock | 164,959 | ||||
Dover Corp | Common Stock | 61,088 | ||||
Edison International | Common Stock | 187,227 | ||||
Electronic Arts | Common Stock | 187,017 | ||||
Eli Lilly & Co | Common Stock | 173,580 | ||||
Expedia Group | Common Stock | 186,999 | ||||
Exxon Mobil Corp | Common Stock | 155,678 | ||||
Ferrari NV | Common Stock | 224,734 | ||||
Fidelity National Information Services Inc | Common Stock | 214,330 | ||||
Fiserv Inc | Common Stock | 291,020 | ||||
Ford Motor Company | Common Stock | 225,461 | ||||
Fortive Corp | Common Stock | 191,884 | ||||
13
TEGNA 401(k) Savings Plan | ||||||
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR) (continued) | ||||||
December 31, 2018 | ||||||
Identity of issue, borrower, lessor, or similar party | Description of investment including maturity date, rate of interest, collateral, par, or maturity value | Current Value | ||||
Franklin Resources Inc | Common Stock | $ | 163,990 | |||
General Electric Co | Common Stock | 214,080 | ||||
Gildan Activewear Inc | Common Stock | 30,178 | ||||
Godaddy Inc | Common Stock | 196,860 | ||||
Goldman Sachs Group Inc | Common Stock | 111,924 | ||||
Halliburton Co | Common Stock | 120,593 | ||||
Hewlett Packard Enterprise Co | Common Stock | 155,640 | ||||
Honeywell International Inc | Common Stock | 188,932 | ||||
Illumina Inc | Common Stock | 275,936 | ||||
Intercontinental Exchange Inc | Common Stock | 284,747 | ||||
Intuit | Common Stock | 342,519 | ||||
Intuitive Surgical Inc | Common Stock | 249,038 | ||||
Jeld-Wen Holding Inc | Common Stock | 100,820 | ||||
JP Morgan Chase & Co | Common Stock | 178,840 | ||||
KKR & Co | Common Stock | 85,351 | ||||
Lear Corp | Common Stock | 202,719 | ||||
Linde Plc | Common Stock | 296,476 | ||||
Lowes | Common Stock | 383,294 | ||||
Mastercard Inc | Common Stock | 486,717 | ||||
McKesson corp | Common Stock | 182,165 | ||||
Mednax Inc | Common Stock | 110,814 | ||||
Metlife Inc | Common Stock | 169,126 | ||||
Microsoft Corp | Common Stock | 1,197,510 | ||||
Moodys Corp | Common Stock | 308,788 | ||||
Morgan Stanley | Common Stock | 157,133 | ||||
Mylan NV | Common Stock | 170,647 | ||||
National Oilwell | Common Stock | 129,117 | ||||
Netflix Inc | Common Stock | 331,898 | ||||
Newell Brands Inc | Common Stock | 153,442 | ||||
News Corp | Common Stock | 87,622 | ||||
Nike Inc | Common Stock | 445,656 | ||||
Northrop Grumman Corp | Common Stock | 230,206 | ||||
Nvidia Corp | Common Stock | 154,860 | ||||
Omnicom Group Inc | Common Stock | 227,044 | ||||
Oracle Corp | Common Stock | 227,195 | ||||
Pagseguro Digital Ltd | Common Stock | 142,348 | ||||
Paypal Holdings Inc | Common Stock | 506,054 | ||||
Raytheon co | Common Stock | 226,191 | ||||
14
TEGNA 401(k) Savings Plan | ||||||
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR) (continued) | ||||||
December 31, 2018 | ||||||
Identity of issue, borrower, lessor, or similar party | Description of investment including maturity date, rate of interest, collateral, par, or maturity value | Current Value | ||||
Ryder System Inc | Common Stock | $ | 133,279 | |||
Salesforce Com | Common Stock | 560,892 | ||||
Sherwin-Williams Co | Common Stock | 171,155 | ||||
Stanley Black & Decker Inc | Common Stock | 81,303 | ||||
Stryker Corp | Common Stock | 297,825 | ||||
Terex Corp | Common Stock | 75,569 | ||||
Thermo Fisher Corp | Common Stock | 317,782 | ||||
UBS Group | Common Stock | 93,927 | ||||
Union Pacific Corp | Common Stock | 246,049 | ||||
United Health Group | Common Stock | 682,589 | ||||
Veeva Sys | Common Stock | 187,572 | ||||
Visa Inc | Common Stock | 815,917 | ||||
Voya Financial Inc | Common Stock | 152,893 | ||||
Wells Fargo & Co | Common Stock | 174,228 | ||||
Workday Inc | Common Stock | 63,872 | ||||
Xilinx Inc | Common Stock | 298,095 | ||||
Zoetis Inc | Common Stock | 278,005 | ||||
Total Common Stock | $ | 22,970,055 | ||||
*Vanguard Brokerage Option | Self-Directed Brokerage Accounts | 6,959,245 | ||||
*Loans to participants | Interest rates on loans are 4.25% - 9.5% with varying maturities with a maximum credit term of 60 months | 4,561,700 | ||||
Total Investments | $ | 607,477,710 | ||||
* Party-in-interest | ||||||
Note: cost information has not been presented as all investments are participant directed | ||||||
15
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, 2019 | By: | /s/ Jeffrey Newman |
Jeffery Newman | ||
Senior VP, Chief Human Resource Officer | ||
16
EXHIBITS
Exhibit Number Description of Exhibit
23.1 | Consent of PricewaterhouseCoopers LLP | |
Independent Registered Public Accounting Firm | ||
23.2 | Consent of Ernst & Young LLP | |
Independent Registered Public Accounting Firm | ||
17
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statement on (Form S-8 No. 333-204704) of TEGNA 401(k) Savings Plan of our report dated June 28, 2019, relating to the financial statements and supplemental schedules of the TEGNA 401(k) Savings Plan which appears in this Form 11-K.
/s/ PricewaterhouseCoopers LLP
McLean, Virginia
June 28, 2019
Exhibit 23.2
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 2017 financial statements of the TEGNA 401(k) Savings Plan included in this Annual Report (Form 11-K) for the year ended December 31, 2018.
/s/ Ernst & Young LLP
Tysons, Virginia
June 28, 2019