11-K 1 a2016gannett401k11-k.htm 11-K Document
 
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




1




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.


2




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.

3


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.

4


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.


5


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.

6


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.

7


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.



8


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




9


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






10


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


11


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.
 
 
 
 
 
 


12



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



13



EXHIBITS
 
 
 
Exhibit Number
Description of Exhibit
 
 
23.1
Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm


14